<PAGE> 1
Registration No. 33-63179
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 3
TO FORM S-6
FOR REGISTRATION UNDER THE SECURITIES ACT OF 1933 OF
SECURITIES OF UNIT INVESTMENT TRUSTS REGISTERED ON FORM N-8B-2
----------
NATIONWIDE VLI SEPARATE ACCOUNT-2
(Exact Name of Trust)
----------
NATIONWIDE LIFE INSURANCE COMPANY
One Nationwide Plaza
Columbus, Ohio 43216
(Exact Name and Address of Depositor and Registrant)
Gordon E. McCutchan
Secretary
One Nationwide Plaza
Columbus, Ohio 43216
(Name and address of Agent for Service)
----------
This Post-Effective Amendment amends the Registration Statement in respect to
the Prospectus and the Financial Statements.
It is proposed that this filing will become effective (check appropriate box).
[ ] immediately upon filing pursuant to paragraph (b) of Rule 485
[X] on May 1, 1997 pursuant to paragraph (b) of Rule 485
[ ] 60 days after filing pursuant to paragraph (a)(1) of Rule 485
[ ] on (date) pursuant to paragraph (a)(1) of Rule 485
The Registrant has registered an indefinite number of securities by a prior
registration statement in accordance with Rule 24f-2 under the Investment
Company Act of 1940. Registrant filed its 24f-2 Notice for the fiscal year ended
December 31, 1996, on February 25, 1997.
================================================================================
1 of 107
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CROSS REFERENCE TO ITEMS REQUIRED
BY FORM N-8B-2
N-8B-2 Item Caption in Prospectus
- ----------- ---------------------
1..........................................Nationwide Life Insurance Company
The Variable Account
2..........................................Nationwide Life Insurance Company
3..........................................Custodian of Assets
4..........................................Distribution of The Policies
5..........................................The Variable Account
6..........................................Not Applicable
7..........................................Not Applicable
8..........................................Not Applicable
9..........................................Legal Proceedings
10..........................................Information About The Policies; How
The Cash Value Varies; Right to
Exchange for a Fixed Benefit Policy;
Reinstatement; Other Policy
Provisions
11..........................................Investments of The Variable
Account
12..........................................The Variable Account
13..........................................Policy Charges
Reinstatement
14..........................................Underwriting and Issuance -
Premium Payments
Minimum Requirements for
Issuance of a Policy
15..........................................Investments of the Variable
Account; Premium Payments
16..........................................Underwriting and Issuance -
Allocation of Cash Value
17..........................................Surrendering The Policy for Cash
18..........................................Reinvestment
19..........................................Not Applicable
20..........................................Not Applicable
21..........................................Policy Loans
22..........................................Not Applicable
23..........................................Not Applicable
24..........................................Not Applicable
25..........................................Nationwide Life Insurance Company
26..........................................Not Applicable
27..........................................Nationwide Life Insurance Company
28..........................................Company Management
29..........................................Company Management
30..........................................Not Applicable
31..........................................Not Applicable
32..........................................Not Applicable
33..........................................Not Applicable
34..........................................Not Applicable
35..........................................Nationwide Life Insurance Company
36..........................................Not Applicable
37..........................................Not Applicable
38..........................................Distribution of The Policies
39..........................................Distribution of The Policies
1
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N-8B-2 Item Caption in Prospectus
- ----------- ---------------------
40..........................................Not Applicable
41(a).......................................Distribution of The Policies
42..........................................Not Applicable
43..........................................Not Applicable
44..........................................How The Cash Value Varies
45..........................................Not Applicable
46..........................................How The Cash Value Varies
47..........................................Not Applicable
48..........................................Custodian of Assets
49..........................................Not Applicable
50..........................................Not Applicable
51..........................................Summary of The Policies;
Information About The Policies
52..........................................Substitution of Securities
53..........................................Taxation of The Company
54..........................................Not Applicable
55..........................................Not Applicable
56..........................................Not Applicable
57..........................................Not Applicable
58..........................................Not Applicable
59..........................................Financial Statements
2
<PAGE> 4
NATIONWIDE LIFE INSURANCE COMPANY
P.O. Box 182150
Columbus, Ohio 43218-2150
(800) 547-7548, TDD (800) 238-3035
LAST SURVIVOR FLEXIBLE PREMIUM VARIABLE UNIVERSAL LIFE INSURANCE POLICIES
ISSUED BY NATIONWIDE LIFE INSURANCE COMPANY
THROUGH ITS NATIONWIDE VLI SEPARATE ACCOUNT-2
The Life Insurance Policies offered by this prospectus are last survivor
variable life insurance policies (collectively referred to as the "Policies").
The Policies are designed to provide life insurance coverage on two named
Insureds with a death benefit payable on the death of the last surviving
insured. The Policies afford flexibility to vary the amount and frequency of
premium payments. The Policies may also provide a Cash Surrender Value if the
Policy is surrendered during the lifetime of either Insured. Nationwide Life
Insurance Company (the "Company") guarantees to keep the Policy in force if
certain requirements defined within this prospectus are met. The death benefit
and Cash Value of the Policies may vary to reflect the experience of the
Nationwide VLI Separate Account-2 (the "Variable Account") or the Fixed Account
to which Cash Values are allocated.
The Policies described in this prospectus are designed to meet the definition of
"life insurance" under Section 7702 of the Internal Revenue Code.
The Policy Owner may allocate Net Premiums and Cash Value to the Fixed Account
and to one or more of the sub-accounts of the Variable Account. The assets of
each sub-account will be used to purchase, at net asset value, shares of a
designated Underlying Mutual Fund in the following series of the underlying
variable account Mutual Fund options:
American Century Variable Portfolios, Inc.:
-American Century VP Balanced
-American Century VP Capital Appreciation
-American Century VP International
-American Century VP Value
Dreyfus:
-Dreyfus Stock Index Fund
-Dreyfus Socially Responsible Growth Fund
Dreyfus Variable Investment Fund:
-Growth & Income Portfolio*
Fidelity Variable Insurance Products Fund:
-Equity-Income Portfolio
-Growth Portfolio
-High Income Portfolio*
-Overseas Portfolio
Fidelity Variable Insurance Products Fund II
-Asset Manager Portfolio
-Contrafund Portfolio
Nationwide Separate Account Trust:
-Capital Appreciation Fund
-Government Bond Fund
-Money Market Fund
-Small Company Fund
-Total Return Fund
Neuberger & Berman Advisers
Management Trust:
-Limited Maturity Bond Portfolio
-Growth Portfolio
-Partners Portfolio
Oppenheimer Variable Accounts Funds:
-Bond Fund
-Global Securities Fund
-Multiple Strategies Fund
Strong Special Fund II, Inc.:
-Special Fund II
Strong Variable Insurance Funds, Inc.:
-Discovery Fund II, Inc.
-International Stock Fund II
Van Eck Worldwide Insurance Trust:
-Worldwide Bond Fund
-Worldwide Emerging Markets Fund
-Worldwide Hard Assets Fund
Van Kampen American Capital Life
Investment Trust:
-American Capital Real Estate Securities Fund
Warburg Pincus Trust:
-International Equity Portfolio
-Post-Venture Capital Portfolio
-Small Company Growth Portfolio
*The Growth & Income Portfolio and the High Income Portfolio may invest in lower
quality debt securities commonly referred to as junk bonds.
3
<PAGE> 5
The Company guarantees that the death benefit for a Policy will never be less
than the Specified Amount stated on the Policy data pages as long as the Policy
is in force. There is no guaranteed Cash Surrender Value. This prospectus
generally describes only that portion of the Cash Value allocated to the
Variable Account. For a brief summary of the Fixed Account Option, see "The
Fixed Account Option."
INVESTMENTS IN THESE CONTRACTS ARE NOT DEPOSITS OR OBLIGATIONS OF, AND ARE NOT
GUARANTEED OR ENDORSED BY, THE ADVISER OF ANY OF THE UNDERLYING MUTUAL FUNDS
IDENTIFIED ABOVE, THE U.S. GOVERNMENT, OR ANY BANK OR BANK AFFILIATE.
INVESTMENTS ARE NOT FEDERALLY INSURED BY THE FEDERAL DEPOSIT INSURANCE
CORPORATION, THE FEDERAL RESERVE BOARD, OR ANY OTHER GOVERNMENTAL AGENCY. ANY
INVESTMENT IN THE CONTRACT INVOLVES CERTAIN INVESTMENT RISK WHICH MAY INCLUDE
THE POSSIBLE LOSS OF PRINCIPAL.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THE PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
THIS PROSPECTUS SHOULD BE READ AND RETAINED FOR FUTURE REFERENCE. A PROSPECTUS
FOR THE UNDERLYING MUTUAL FUND OPTION(S) BEING CONSIDERED MUST ACCOMPANY THIS
PROSPECTUS AND SHOULD BE READ IN CONJUNCTION HEREWITH.
THE DATE OF THIS PROSPECTUS IS MAY 1,1997.
4
<PAGE> 6
GLOSSARY OF TERMS
Attained Age-The age on the Policy Date, plus the number of full years since the
Policy Date.
Accumulation Unit-An accounting unit of measure used to calculate the Variable
Account Cash Value.
Average Issue Age-Arithmetic average of the ages of the two Insureds at Policy
issuance.
Basic Coverage-One of the two types of coverage of which the Specified Amount is
comprised; the other type is Supplemental Coverage (see "Underwriting and
Issuance").
Beneficiary-The person to whom the Death Proceeds are paid.
Cash Surrender Value-The Policy's Cash Value less Indebtedness and Surrender
Charge, if any.
Cash Value-The sum of the associated values in the Variable Account, the Fixed
Account and the Policy Loan Account.
Code-The Internal Revenue Code of 1986, as amended.
Company-Nationwide Life Insurance Company.
Death Proceeds-Amount of money payable to the Beneficiary if both Insureds die
while the Policy is in force.
Fixed Account-An investment option which is funded by the General Account of the
Company.
General Account-All assets of the Company other than those of the Variable
Account or of other separate accounts that have been or may be established by
the Company.
Home Office-The main office of the Company located in Columbus, Ohio.
Indebtedness-Amounts owed the Company as a result of Policy loans including both
principal and accrued interest.
Initial Premium-The Initial Premium is the premium required for coverage to
become effective on the Policy Date. It is shown on the Policy Data Page.
Insureds-The persons whose lives are covered by the Policy, and who are named on
the Policy Data Page.
IRS- The Internal Revenue Service.
IRS Guideline Level Premium- The amount of level annual premium, calculated in
accordance with the provisions of the Internal Revenue Code of 1986, as amended,
guaranteed mortality and expense charges, and an interest rate of 4%.
Issue Age- For each Insured, the Issue Age is the Insured's age on his or her
last birthday on or before the Policy Date.
Lifetime Death Benefit Guarantee Premium- The IRS Guideline Level Premium.
Limited Death Benefit Guarantee Period- The period running from the Policy Date
to the Policy Anniversary on or next following the younger Insured's 75th
birthday.
Limited Death Benefit Guarantee Premiums- The percentages as set forth in the
charts located in the "Grace Period" section of this prospectus of the IRS
Guideline Level Premium.
Maturity Date-The Policy Anniversary on or next following the younger Insured's
100th birthday.
Monthly Anniversary Day-The same day as the Policy Date for each succeeding
month.
Net Amount At Risk- The difference between the death benefit and the Policy's
Cash Value, each calculated at the beginning of the policy month.
Net Asset Value- The worth of one share at the end of a market day or at the
close of the New York Stock Exchange. Net Asset Value is computed by adding the
value of all portfolio holdings plus other assets, deducting liabilities and
then dividing the result by the number of shares outstanding.
Net Premiums-Net Premiums are equal to the actual premiums minus the percent of
premium charges. The percent of premium charges are shown on the Policy Data
Page.
Policy Anniversary-The same day and month as the Policy Date for succeeding
years.
5
<PAGE> 7
Policy Charges-All deductions made from the Cash Value.
Policy Date-The date the provisions of the Policy take effect, as shown on the
Policy Data Page.
Policy Loan Account-The Portion of the Cash Value which results from Policy
Indebtedness.
Policy Owner-The person designated in the Policy application as the Owner.
Policy Year-Each year commencing with the Policy Date and each Policy
Anniversary thereafter.
Scheduled Premium-The Scheduled Premium is shown on the Policy Data Page.
SEC-The United States Securities and Exchange Commission.
SEC Guideline Level Premium-The amount of level annual premium, calculated in
accordance with the provisions of Rule 6e-3(T) under the Investment Company Act
of 1940, guaranteed mortality and expense charges, and an interest rate of 5%.
Specified Amount- A dollar amount used to determine the death benefit of the
Policy. The Specified Amount is the sum of the Basic Coverage and any
Supplemental Coverage. The Specified Amount is shown on the Policy Data Page.
The minimum Specified Amount is $100,000.
Supplemental Coverage-One of two types of coverage of which the Specified Amount
is comprised; the other type is Basic Coverage. Supplemental Coverage, if
elected at issuance, can never exceed 90% of the Specified Amount (see
"Underwriting and Issuance"). Supplemental Coverage is not available in New
York.
Surrender Charge-An amount deducted from the Cash Value if the Policy is
surrendered.
Underlying Mutual Funds-The underlying Mutual Funds which correspond to the
sub-accounts of the Variable Account.
Valuation Date-Each day both the New York Stock Exchange and the Company's Home
Office are open for business or any other day during which there is a sufficient
degree of trading such that the current net asset value of the Accumulation
Units might be materially affected.
Valuation Period-A period commencing with the close of business on a Valuation
Date and ending at the close of business for the next succeeding Valuation Date.
Variable Account-Nationwide VLI Separate Account-2, a separate investment
account of Nationwide Life Insurance Company.
6
<PAGE> 8
TABLE OF CONTENTS
GLOSSARY OF TERMS..............................................................5
SUMMARY OF THE POLICIES.......................................................10
Variable Life Insurance..................................................10
The Variable Account and its Sub-Accounts................................10
The Fixed Account........................................................10
Deductions and Charges...................................................10
Premiums.................................................................14
Death Benefit Guarantees.................................................14
-Lifetime Death Benefit Guarantee........................................14
-Limited Death Benefit Guarantee.........................................14
NATIONWIDE LIFE INSURANCE COMPANY.............................................15
THE VARIABLE ACCOUNT..........................................................15
Investments of the Variable Account......................................15
American Century Variable Portfolios, Inc., a member of the
American Century(SM) Investments.......................................16
Dreyfus..................................................................17
Dreyfus Variable Investment Fund.........................................17
Fidelity Variable Insurance Products Fund................................18
Fidelity Variable Insurance Products Fund II.............................19
Nationwide Separate Account Trust........................................19
Neuberger & Berman Advisers Management Trust.............................20
Oppenheimer Variable Account Funds.......................................20
Strong Special Fund II, Inc..............................................20
Strong Variable Insurance Products Funds, Inc............................21
Van Eck Worldwide Insurance Trust........................................21
Van Kampen American Capital Life Investment Trust........................21
Warburg Pincus Trust.....................................................22
Reinvestment.............................................................22
Transfers................................................................22
Dollar Cost Averaging....................................................23
Substitution of Securities...............................................24
Voting Rights............................................................24
INFORMATION ABOUT THE POLICIES................................................24
Underwriting and Issuance................................................24
-Minimum Requirements for Issuance of a Policy...........................24
-Premium Payments........................................................25
Allocation of Cash Value.................................................25
Short-Term Right to Cancel Policy........................................25
POLICY CHARGES................................................................26
Deductions from Premiums.................................................26
Surrender Charges........................................................26
Deductions from Cash Value...............................................27
-Monthly Cost of Insurance...............................................28
-Monthly Administrative Expense Charge...................................28
-Monthly Mortality Expense Risk Charge...................................28
-Reduction of Charges...................................................29
HOW THE CASH VALUE VARIES.....................................................29
How the Investment Experience is Determined..............................29
Net Investment Factor....................................................29
Valuation of Assets......................................................30
Determining the Cash Value...............................................30
Valuation Periods and Valuation Dates....................................30
SURRENDERING THE POLICY FOR CASH..............................................30
Right to Surrender.......................................................30
Cash Surrender Value.....................................................30
Partial Surrenders.......................................................31
Maturity Proceeds........................................................31
7
<PAGE> 9
Income Tax Withholding...................................................31
POLICY LOANS..................................................................31
Taking a Policy Loan.....................................................31
Effect on Investment Performance.........................................32
Interest.................................................................32
Effect on Death Benefit and Cash Value...................................32
Repayment................................................................32
HOW THE DEATH BENEFIT VARIES..................................................32
Calculation of the Death Benefit.........................................32
THE CASH VALUE ACCUMULATION TEST..............................................34
Proceeds Payable on Death................................................34
RIGHT OF CONVERSION...........................................................34
CHANGES OF INVESTMENT POLICY..................................................34
GRACE PERIOD..................................................................35
-Without Death Benefit Guarantees........................................35
-Lifetime Death Benefit Guarantee........................................35
-Limited Death Benefit Guarantee.........................................35
REINSTATEMENT.................................................................36
THE FIXED ACCOUNT OPTION......................................................36
CHANGES IN EXISTING INSURANCE COVERAGE........................................36
Specified Amount Increases...............................................37
Specified Amount Decreases...............................................37
Changes in the Death Benefit Option......................................37
OTHER POLICY PROVISIONS.......................................................37
Policy Owner.............................................................37
Beneficiary..............................................................37
Assignment...............................................................38
Incontestability.........................................................38
Error in Age or Sex......................................................38
Suicide..................................................................38
Nonparticipating Policies................................................38
Riders...................................................................38
LEGAL CONSIDERATIONS..........................................................38
DISTRIBUTION OF THE POLICIES..................................................39
CUSTODIAN OF ASSETS...........................................................39
TAX MATTERS...................................................................39
Policy Proceeds..........................................................39
-Non-Resident Aliens.....................................................40
-Taxation of Policy Split Option Rider...................................41
-Federal Estate and Generation Skipping Taxes............................41
-Taxation of the Policy..................................................42
-Description of Cash Value Accumulation Test and
Guideline Premium/Cash Value Corridor Test............................42
Taxation of the Company..................................................43
Tax Changes..............................................................43
THE COMPANY...................................................................43
COMPANY MANAGEMENT............................................................44
Directors of the Company.................................................44
Executive Officers of the Company........................................45
OTHER CONTRACTS ISSUED BY THE COMPANY.........................................45
STATE REGULATION..............................................................46
REPORTS TO POLICY OWNERS......................................................46
ADVERTISING...................................................................46
LEGAL PROCEEDINGS.............................................................46
EXPERTS.......................................................................47
REGISTRATION STATEMENT........................................................47
LEGAL OPINIONS................................................................47
APPENDIX 1....................................................................48
8
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APPENDIX 2....................................................................53
FINANCIAL STATEMENTS..........................................................58
THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFERING IN ANY JURISDICTION IN WHICH
SUCH OFFERING MAY NOT LAWFULLY BE MADE. NO PERSON IS AUTHORIZED TO MAKE ANY
REPRESENTATIONS IN CONNECTION WITH THIS OFFERING OTHER THAN THOSE CONTAINED IN
THIS PROSPECTUS.
THE PRIMARY PURPOSE OF THE POLICIES IS TO PROVIDE LIFE INSURANCE PROTECTION FOR
THE BENEFICIARY NAMED IN THE POLICY. NO CLAIM IS MADE THAT THE POLICIES ARE IN
ANY WAY SIMILAR OR COMPARABLE TO A SYSTEMATIC INVESTMENT PLAN OF AN UNDERLYING
MUTUAL FUND.
9
<PAGE> 11
SUMMARY OF THE POLICIES
Variable Life Insurance
The variable life insurance Policies offered by Nationwide Life Insurance
Company (the "Company") are offered on a "last survivor" basis. The Policies
provide life insurance coverage on two Insureds named in the Policy, and the
death benefit is paid on the death of the last surviving Insured. The Policies
also may provide a Cash Surrender Value if the Policy is surrendered while the
Policy is in force. The death benefit and cash value of the Policies may vary to
reflect the experience of the Nationwide VLI Separate Account-2 (the "Variable
Account") or the Fixed Account to which Cash Values are allocated (see "How the
Death Benefit Varies"). There is no guaranteed Cash Surrender Value (see "How
the Cash Value Varies"). If the Cash Surrender Value is insufficient to pay
Policy Charges, and neither Death Benefit Guarantee (see "Grace Period") is in
effect, the Policy will lapse without value. Under certain conditions, a Policy
may become a Modified Endowment Contract as a result of a material change or a
reduction in benefits as defined by the Code. Excess premiums paid also may
cause the Policy to become a Modified Endowment Contract. A loan, distribution,
or other amount received from a Modified Endowment Contract during the life of
the Insured will be taxed to the extent of any accumulated income on the
Contract. Subject to certain exceptions, any amounts that are taxable
withdrawals will be subject to a 10% tax penalty. The Company will monitor
premiums paid and other policy transactions and will notify the Policy Owner
when the Policy's non-Modified Endowment Contract status is in jeopardy (see
"Tax Matters").
The Variable Account and its Sub-Accounts
The Company places the Policy's Net Premiums in the Variable Account or the
Fixed Account at the time the Policy is issued. The Policy Owner chooses the
sub-accounts of the Variable Account or the Fixed Account into which the Cash
Value will be allocated (see "Allocation of Cash Value"). Assets of each
sub-account are invested at net asset value in shares of a corresponding
Underlying Mutual Fund. For a description of the Underlying Mutual Fund options
and their investment objectives, see "Investments of the Variable Account."
The Fixed Account
The Fixed Account is funded by the assets of the Company's General Account. Cash
Values allocated to the Fixed Account are credited with interest daily at a rate
declared by the Company. The interest rate declared is at the Company's sole
discretion, but may never be less than an effective annual rate of 4%.
Deductions and Charges
The Company deducts certain charges from the assets of the Variable Account and
the Cash Value of the Policy. These charges are made for sales expenses, tax
expenses, providing life insurance protection and assuming the mortality and
expense risks. For a discussion of any charges imposed by the Underlying Mutual
Fund options, see the prospectuses of the respective Underlying Mutual Funds.
The Company deducts a sales load from each premium payment, which will not
exceed 5.0% during the first ten policy years or 1.5% thereafter. Currently, the
sales load is 5.0% during the first ten policy years and 0% thereafter. The
total sales load actually deducted from any Policy will be equal to the sum of
the front-end sales load plus any sales surrender charge that may be deducted
from Policies that are surrendered. In addition, the portion of the increase
charges attributable to an increase in Specified Amount that reimburse the
Company for expenses incurred during distribution will be added to the total
sales load deduction.
For New York State these premium deductions are 9.5% currently and guaranteed
for years 1-10 and 6% guaranteed and 4.5% currently beginning in year eleven.
The Company also deducts a tax expense charge of 3.5%, both current and
guaranteed, from all premium payments. This charge compensates the Company for
premium taxes imposed by various state and local jurisdictions and for federal
taxes imposed under Section 848 of the Code. The charge includes a premium tax
deduction of 2.25% and a federal tax deduction of 1.25%.
The Company also deducts the following charges from the Policy's Cash Value on
the Policy Date and each subsequent Monthly Anniversary Day reflecting the sum
of:
1. monthly cost of insurance;
2. monthly cost of any additional benefits provided by riders to the
Policy;
3. monthly administrative expense, and
10
<PAGE> 12
4. the monthly mortality and expense risk charges.
The current monthly administrative expense charge referenced to Item 3
above is the sum of the per policy charge and the per $1,000 Basic
Coverage charge as set forth below:
Monthly Monthly Per $1,000 Basic
Policy Year(s) Per Policy Coverage
1-10 $10.00 $0.04 but not less than
$20.00 or more than $80 per policy
11+ $5.00 $0.02 but not less than
$10.00 or more than $40 per policy
The charge for year 11+ may be increased at the sole discretion of the
Company but may not exceed the charge for years 1-10. After either an
increase or a decrease in Specified Amount, the per $1000 portion of the
monthly administrative expense charge is based on the new Basic Coverage
currently in effect. For New York State issued policies, this per policy
charge is equal to $7.50 per month in all years, both currently and
guaranteed. The monthly per $1,000 basic coverage charge in New York is
$0.04 per $1,000 per month in the first year only, currently and
guaranteed and $0.00 thereafter.
The Company also deducts a charge to assume mortality and expense risks. The
Mortality and Expense Risk Charges will be assessed on a monthly basis at the
beginning of each policy month and will be calculated as a percentage of the
assets of the Variable Account only. This charge will be deducted proportionally
solely from the assets in the Variable Account sub-accounts.
The Mortality and Expense Risk Charge is equivalent to an annual effective rate
of 0.80% for policy years 1-10. This charge varies starting at the beginning of
Policy Year eleven, depending upon the amount of the Cash Value. If the Cash
Value is less than $25,000, the Mortality and Expense Risk Charge will remain at
0.80%. If the Cash Value is between $25,000 and $99,999, then the Mortality and
Expense Risk Charge will be reduced to 0.50%. If the Cash Value equals or
exceeds $100,000, then the Mortality and Expense Risk Charge will be 0.30%.
These charges are all guaranteed. In New York the annual effective rate is 0.80%
in years 1-10 and 0.50% beginning in Policy Year eleven, regardless of Cash
Value.
The Company deducts a Surrender Charge from the Cash Value for any Policy
surrendered during the first 14 Policy Years unless the average issue age is
greater than or equal to age 75, in which case there is a Surrender Charge for
only the first nine Policy Years. This Surrender Charge is comprised of an
Underwriting Surrender Charge and a Sales Surrender Charge. The maximum initial
Surrender Charge varies by issue ages, sexes, and underwriting classifications
of the Insureds and is calculated based on the Basic Coverage on the Policy
Date. The following table illustrates the maximum initial Surrender Charge per
$1,000 of initial Basic Coverage for Policies which are issued on a male
non-tobacco preferred and a female non-tobacco other than preferred basis.
Tobacco, non-tobacco "other than preferred" and preferred are risk classes
determined at Policy issuance in accordance with the Company's underwriting
guidelines (see Appendix 1 for specific examples).
Per $1,000 of
Average Issue Age Initial Basic Coverage
----------------- ----------------------
35 $5.39
45 8.37
55 11.16
65 15.67
75 23.20
This Surrender Charge does not apply to increases in Specified Amount (see
"Glossary"). For further discussion of the Surrender Charge, see "Surrender
Charges."
Underlying Mutual Fund shares are purchased at net asset value, which reflects
the deduction of investment management fees and certain other expenses. The
management fees are charged by each Underlying Mutual Fund's investment adviser
for managing the Underlying Mutual Fund and selecting its portfolio of
securities. Other Underlying Mutual Fund expenses can include such items as
interest expense on loans and contracts with transfer agents, custodians, and
other companies that provide services to the Underlying Mutual Fund. The
management fees and other expenses for each Underlying Mutual Fund for its most
recently completed fiscal year, expressed as a percentage of the Underlying
Mutual Fund's average assets, are as follows:
11
<PAGE> 13
Underlying Mutual Fund Annual Expenses
(After Expense Reimbursement)
<TABLE>
<CAPTION>
---------------------------------------
Management Other Total
Fees Expenses Expenses
- -----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
American Century Variable Portfolios, Inc.-American Century VP Balanced 1.00% 0.00% 1.00%
- -----------------------------------------------------------------------------------------------------------------
American Century Variable Portfolios, Inc.-American Century VP Capital 1.00% 0.00% 1.00%
Appreciation
- -----------------------------------------------------------------------------------------------------------------
American Century Variable Portfolios, Inc.-American Century VP 1.50% 0.00% 1.50%
International
- -----------------------------------------------------------------------------------------------------------------
American Century Variable Portfolios, Inc.-American Century VP Value 1.00% 0.00% 1.00%
- -----------------------------------------------------------------------------------------------------------------
Dreyfus Socially Responsible Growth Fund 0.72% 0.24% 0.96%
- -----------------------------------------------------------------------------------------------------------------
Dreyfus Stock Index Fund 0.25% 0.05% 0.30%
- -----------------------------------------------------------------------------------------------------------------
Dreyfus Variable Investment Fund- Growth & Income Portfolio. 0.75% 0.08% 0.83%
- -----------------------------------------------------------------------------------------------------------------
Fidelity VIP Fund-Equity-Income Portfolio 0.51% 0.07% 0.58%
- -----------------------------------------------------------------------------------------------------------------
Fidelity VIP Fund-Growth Portfolio 0.61% 0.08% 0.69%
- -----------------------------------------------------------------------------------------------------------------
Fidelity VIP Fund-High Income Portfolio 0.59% 0.12% 0.71%
- -----------------------------------------------------------------------------------------------------------------
Fidelity VIP Fund-Overseas Portfolio 0.76% 0.17% 0.93%
- -----------------------------------------------------------------------------------------------------------------
Fidelity VIP Fund II-Asset Manager Portfolio 0.64% 0.10% 0.74%
- -----------------------------------------------------------------------------------------------------------------
Fidelity VIP Fund II-Contrafund Portfolio 0.61% 0.13% 0.74%
- -----------------------------------------------------------------------------------------------------------------
Neuberger & Berman Advisers Management 0.83% 0.09% 0.92%
Trust-Growth Portfolio
- -----------------------------------------------------------------------------------------------------------------
Neuberger & Berman Advisers Management 0.65% 0.13% 0.78%
Trust-Limited Maturity Bond Portfolio
- -----------------------------------------------------------------------------------------------------------------
Neuberger & Berman Advisers Management 0.84% 0.11% 0.95%
Trust-Partners Portfolio
- -----------------------------------------------------------------------------------------------------------------
NSAT-Capital Appreciation Fund 0.50% 0.02% 0.52%
- -----------------------------------------------------------------------------------------------------------------
NSAT-Government Bond Fund 0.50% 0.01% 0.51%
- -----------------------------------------------------------------------------------------------------------------
NSAT-Money Market Fund 0.50% 0.03% 0.53%
- -----------------------------------------------------------------------------------------------------------------
NSAT Small Company Fund 1.00% 0.10% 1.10%
- -----------------------------------------------------------------------------------------------------------------
NSAT-Total Return Fund 0.50% 0.02% 0.52%
- -----------------------------------------------------------------------------------------------------------------
Oppenheimer Variable Account Fund-Bond Fund 0.74% 0.04% 0.78%
- -----------------------------------------------------------------------------------------------------------------
Oppenheimer Variable Account Fund-Global Securities Fund 0.73% 0.08% 0.81%
- -----------------------------------------------------------------------------------------------------------------
Oppenheimer Variable Account Fund-Multiple Strategies 0.73% 0.04% 0.77%
- -----------------------------------------------------------------------------------------------------------------
Strong Special Fund II, Inc. 1.00% 0.17% 1.17%
- -----------------------------------------------------------------------------------------------------------------
Strong Variable Insurance Funds, Inc. - Discovery Fund II, Inc. 1.00% 0.22% 1.22%
- -----------------------------------------------------------------------------------------------------------------
Strong Variable Insurance Funds, Inc. - International Stock Fund II 1.00% 0.59% 1.59%
- -----------------------------------------------------------------------------------------------------------------
Van Eck Worldwide Insurance Trust-Worldwide Bond Fund 1.00% 0.08% 1.08%
- -----------------------------------------------------------------------------------------------------------------
Van Eck Worldwide Insurance Trust-Worldwide Emerging Markets Fund 1.00% 0.00% 1.00%
- -----------------------------------------------------------------------------------------------------------------
Van Eck Worldwide Insurance Trust-Worldwide Hard Assets Fund 1.00% 0.08% 1.08%
- -----------------------------------------------------------------------------------------------------------------
Van Kampen American Capital Life Investment Trust - 0.83% 0.27% 1.10%
American Capital Real Estate Securities Fund
- -----------------------------------------------------------------------------------------------------------------
Warburg Pincus Trust-International Equity Portfolio 0.96% 0.40% 1.36%
- -----------------------------------------------------------------------------------------------------------------
Warburg Pincus Trust-Post-Venture Capital Portfolio 0.62% 0.78% 1.40%
- -----------------------------------------------------------------------------------------------------------------
Warburg Pincus Trust-Small Company Growth Portfolio 0.90% 0.26% 1.16%
- -----------------------------------------------------------------------------------------------------------------
</TABLE>
The Mutual Fund expenses shown above are assessed at the Underlying Mutual Fund
level and are not direct charges against the Variable Account or reductions in
Cash Value. These Underlying Mutual Fund expenses are taken into consideration
in computing each Underlying Mutual Fund's net asset value, which is the share
price used to calculate the Variable Account's unit values. None of the above
Underlying Mutual Funds are subject to 12b-1 fees. The following Underlying
Mutual Funds are subject to the following fee waiver or expense reimbursement
arrangements:
12
<PAGE> 14
- --------------------------------------------------------------------------------
FUND EXPENSES WITHOUT REIMBURSEMENT OR WAIVER
- --------------------------------------------------------------------------------
American Century Variable Absent a waiver of fees by the
Portfolios, Inc. - American Portfolio's investment adviser and
Century VP Value co-administrator, Management Fees for the
Portfolio would equal 1.25%; Other
Expenses would equal .81%; Total
Portfolio Operating Expenses would have
been 2.06%.
- --------------------------------------------------------------------------------
Dreyfus Stock Index Fund In the event that aggregate expenses of
the Fund exceed .40 of 1% of the value of
the Fund's average net assets for the
fiscal year, the Fund may deduct from the
payment to be made to Dreyfus, or Dreyfus
will bear, such excess expense. In
addition, the Fund may waive receipt of
its fees and/or voluntarily assume
certain expenses of the Fund, which would
have the effect of lowering the overall
expense ratio of the Fund.
- --------------------------------------------------------------------------------
Dreyfus Socially Responsible In the event that aggregate expenses of
Growth Fund the Fund exceed .40 of 1% of the value of
the Fund's average net assets for the
fiscal year, the Fund may deduct from the
payment to be made to Dreyfus, or Dreyfus
will bear, such excess expense. In
addition, the Fund may waive receipt of
its fees and/or voluntarily assume
certain expenses of the Fund, which would
have the effect of lowering the overall
expense ratio of the Fund.
- --------------------------------------------------------------------------------
Fidelity VIP Fund - Equity-Income The Adviser has voluntarily agreed
Portfolio subject to revision or termination to
reimburse a fund if, and to the extent
that, its aggregate operating expenses,
including management fees, exceed a
specified annual rate for the fund. The
expense cap is: 1.50% imposed on October
9, 1986. Since the expense ratio is
significantly below the expense cap there
is no reimbursement and none anticipated
during the current year. Since there is
no reimbursement the discontinuance of
the arrangement has no effect on total
fund operating expenses.
- --------------------------------------------------------------------------------
Fidelity VIP Fund - Growth The Fund may, from time to time, agree to
Portfolio reimburse a fund for management fees and
other expenses above a specified limit.
The Fund retains the ability to be repaid
if expenses fall below the specified
limit prior to the end of the fiscal
year. Reimbursement arrangements, which
may be terminated at any time, can
decrease the Fund's expense and boost its
performance.
- --------------------------------------------------------------------------------
Fidelity VIP Fund - High-Income The Fund may, from time to time, agree to
Portfolio reimburse a fund for management fees and
other expenses above a specified limit.
The Fund retains the ability to be repaid
if expenses fall below the specified
limit prior to the end of the fiscal
year. Reimbursement arrangements, which
may be terminated at any time, can
decrease the Fund's expense and boost its
performance.
- --------------------------------------------------------------------------------
Fidelity Variable Insurance The Adviser has voluntarily agreed
Products Fund - Overseas Portfolio subject to revision or termination to
reimburse a fund if, and to the extent
that, its aggregate operating expenses,
including management fees, exceed a
specified annual rate for the fund. The
expense cap is: 1.50% imposed on January
28, 1986. Since the expense ratio is
significantly below the expense cap there
is no reimbursement and none anticipated
during the current year. Since there is
no reimbursement the discontinuance of
the arrangement has no effect on total
fund operating expenses.
- --------------------------------------------------------------------------------
Fidelity VIP Fund II - Asset The Fund may, from time to time, agree to
Manager Portfolio reimburse a fund for management fees and
other expenses above a specified limit.
The Fund retains the ability to be repaid
if expenses fall below the specified
limit prior to the end of the fiscal
year. Reimbursement arrangements, which
may be terminated at any time, can
decrease the Fund's expense and boost its
performance.
- --------------------------------------------------------------------------------
Fidelity VIP Fund II - Contrafund The Fund may, from time to time, agree to
Portfolio reimburse a fund for management fees and
other expenses above a specified limit.
The Fund retains the ability to be repaid
if expenses fall below the specified
limit prior to the end of the fiscal
year. Reimbursement arrangements, which
may be terminated at any time, can
decrease the Fund's expense and boost its
performance.
- --------------------------------------------------------------------------------
Neuberger&Berman Advisers The Fund manager will limit expenses by
Management Trust - Growth reimbursing the Portfolio for its
Portfolio operating expenses and its pro rata share
of operating expenses, that exceed 1% of
the Fund's average daily net asset value.
- --------------------------------------------------------------------------------
Neuberger&Berman Advisers The Fund manager will limit expenses by
Management Trust - Limited reimbursing the Portfolio for its
Maturity Bond Portfolio operating expenses and its pro rata share
of operating expenses, that exceed 1% of
the Fund's average daily net asset value.
- --------------------------------------------------------------------------------
Neuberger&Berman Advisers The Fund manager will limit expenses by
Management Trust - Partners reimbursing the Portfolio for its
Portfolio operating expenses and its pro rata share
of operating expenses, that exceed 1% of
the Fund's average daily net asset value.
- --------------------------------------------------------------------------------
Van Kampen American Capital Life The Trust reimburses the Adviser for the
Investment Trust - American cost of the Fund's accounting services.
Capital Real Estate Securities Further, the Adviser and the Subadviser
Fund may, from time to time, agree to waive
their respective investment advisory fees
or any portion thereof or elect to
reimburse the Fund for ordinary business
expenses in excess of an agreed upon
amount.
- --------------------------------------------------------------------------------
Warburg Pincus Trust - The Management Fees, Other Expenses and
International Equity Portfolio Total Portfolio Operating Expenses are
net of any fee waivers or expense
reimbursements. Without such waivers or
reimbursements, Management Fees would
have equaled 1.00%, Other Expenses would
have equaled 1.21% and total Portfolio
Operating Expenses would have equaled
2.21%. The Fund's investment adviser had
undertaken to reduce or otherwise limit
Total Portfolio Operating Expenses; there
is no assurance that these undertakings
will continue.
- --------------------------------------------------------------------------------
13
<PAGE> 15
- --------------------------------------------------------------------------------
FUND EXPENSES WITHOUT REIMBURSEMENT OR WAIVER
- --------------------------------------------------------------------------------
Warburg Pincus Trust - Small The Management Fees, Other Expenses and
Company Growth Portfolio Total Portfolio Operating Expenses are
net of any fee waivers or expense
reimbursements. Without such waivers or
reimbursements, Management Fees would
have equaled .90%, Other Expenses would
have equaled .60% and total Portfolio
Operating Expenses would have equaled
1.50%. The Fund's investment adviser had
undertaken to reduce or otherwise limit
Total Portfolio Operating Expenses; there
is no assurance that these undertakings
will continue.
- --------------------------------------------------------------------------------
The information relating to the Underlying Mutual Fund expenses was provided by
the Underlying Mutual Fund and was not independently verified by the Company.
Premiums
A policy may be issued to Insureds at ages consistent with the Company's
underwriting guidelines.
For a limited time, the Policy Owner has the right to cancel the Policy and
receive a full refund of premiums paid (see "Short-term Right to Cancel
Policy").
The Initial Premium is due and will be credited on the Policy Date. Any due and
unpaid monthly deductions will be subtracted from the Cash Value on the Policy
Date. Insurance will not be effective until the Initial Premium is paid. The
Initial Premium is shown on the Policy Data Page. The Initial Premium may be
paid to the Company at its Home Office or to an authorized agent. A premium
receipt will be furnished upon request.
Premiums other than the Initial Premium may be paid at any time while the Policy
is in force. Each premium payment must be at least $50. All premiums after the
first are payable at the Home Office. The Company will send Scheduled Premium
payment reminder notices according to the premium mode shown in the Policy Data
Page. The Company reserves the right to require satisfactory evidence of
insurability before accepting any additional premium payment which results in an
increase in the Net Amount at Risk. The Net Amount at Risk is the difference
between the Death Benefit and the Cash Value, each calculated at the beginning
of the policy month. Also, the Company will refund any portion of any premium
payment which is determined to be in excess of the premium limit established by
law to qualify the Policy as a contract of life insurance. Where permitted by
state law, the Company may also require that any existing Policy Indebtedness be
repaid prior to accepting any additional premium payments.
Death Benefit Guarantees
- -Lifetime Death Benefit Guarantee: The Policy will not lapse if cumulative
premiums, less any indebtedness and partial withdrawals are greater than or
equal to cumulative Lifetime Death Benefit Guarantee Premiums (see "Grace
Period").
- -Limited Death Benefit Guarantee: The Policy will not lapse during the Limited
Death Benefit Guarantee Period if cumulative premiums, less any indebtedness and
partial withdrawals, are greater than or equal to cumulative Limited Death
Benefit Guarantee Premiums. The Limited Death Benefit Guarantee Period runs from
the Policy Date to the Policy Anniversary on or next following the younger
Insured's 75th birthday (see "Grace Period").
14
<PAGE> 16
NATIONWIDE LIFE INSURANCE COMPANY
The Company is a stock life insurance company organized under the laws of the
State of Ohio in March, 1929. The Company is a member of the Nationwide
Insurance Enterprise which includes Nationwide Mutual Insurance Company,
Nationwide Indemnity Company, Nationwide Mutual Fire Insurance Company,
Nationwide Life and Annuity Insurance Company, Nationwide Property and Casualty
Insurance Company, National Casualty Company, West Coast Life Insurance Company,
Scottsdale Indemnity Company and Nationwide General Insurance Company. The
Company's Home Office is at One Nationwide Plaza, Columbus, Ohio 43216.
The Company offers a complete line of life insurance, including annuities and
accident and health insurance. It is admitted to do business in all states, the
District of Columbia, and Puerto Rico (for additional information, see "The
Company").
THE VARIABLE ACCOUNT
The Variable Account was established by a resolution of the Company's Board of
Directors, on May 7, 1987, pursuant to the provisions of Ohio law. The Company
has caused the Variable Account to be registered with the Securities and
Exchange Commission as a unit investment trust pursuant to the provisions of the
Investment Company Act of 1940. Such registration does not involve supervision
of the management of the Variable Account or the Company by the Securities and
Exchange Commission.
The Variable Account is a separate investment account of the Company and as
such, is not chargeable with the liabilities arising out of any other business
the Company may conduct. The Company does not guarantee the investment
performance of the Variable Account. The death benefit and Cash Value under the
Policy may vary with the investment performance of the investments in the
Variable Account (see "How the Death Benefit Varies" and "How the Cash Value
Varies").
Net Premium payments and Cash Value are allocated within the Variable Account
among one or more sub-accounts (see "Tax Matters"). The assets of each
sub-account are used to purchase shares of the Underlying Mutual Fund options
designated by the Policy Owner. Thus, the investment performance of a Policy
depends upon the investment performance of the Underlying Mutual Fund options
designated by the Policy Owner.
Investments of the Variable Account
At the time of application, the Policy Owner elects to have the Net Premiums
allocated among one or more of the Variable Account sub-accounts and the Fixed
Account (see "Allocation of Cash Value"). During the period in which the Policy
Owner may exercise his or her short-term right to cancel the Policy, all Net
Premiums not allocated to the Fixed Account are placed in the Nationwide
Separate Account Trust Money Market Fund sub-account. At the expiration of the
period in which the Policy Owner may exercise his or her short-term right to
cancel the Policy, shares of the Underlying Mutual Funds specified by the Policy
Owner are purchased at Net Asset Value for the respective sub-accounts. Any
subsequent Net Premiums received after this period will be allocated based on
the Underlying Mutual Fund allocation factors.
No less than 5% of Net Premiums may be allocated to any one sub-account or the
Fixed Account. The Policy Owner may change the allocation of Net Premiums or may
transfer Cash Value from one sub-account to another, subject to such terms and
conditions as may be imposed by each Underlying Mutual Fund option and as set
forth in this prospectus (see "Transfers", "Allocation of Cash Value", and
"Short-Term Right to Cancel Policy").
These Underlying Mutual Fund options are available only to serve as the
underlying investment for variable annuity and variable life contracts issued
through separate accounts of life insurance companies which may or may not be
affiliated, also known as "mixed and shared funding." There are certain risks
associated with mixed and shared funding, which is disclosed in each Underlying
Mutual Funds' prospectus. A full description of the Underlying Mutual Funds,
their investment policies and restrictions, risks and charges are contained in
the prospectuses of the respective Underlying Mutual Funds.
15
<PAGE> 17
Each of the Underlying Mutual Fund options is a registered investment company
which receives investment advice from a registered investment adviser:
1) American Century Variable Portfolios, Inc., a member of the American
Century(SM) Investments;
2) Dreyfus Stock Index Fund, managed by Wells Fargo Nikko Investment
Advisors;
3) The Dreyfus Socially Responsible Growth Fund, Inc., managed by The
Dreyfus Corporation;
4) Dreyfus Variable Investment Fund, managed by The Dreyfus Corporation;
5) Fidelity Variable Insurance Products Fund, managed by Fidelity
Management & Research Company;
6) Fidelity Variable Insurance Products Fund II, managed by Fidelity
Management & Research Company.
7) Nationwide Separate Account Trust, managed by Nationwide Advisory
Services, Inc.;
8) Neuberger & Berman Advisers Management Trust, managed by Neuberger &
Berman Management Incorporated;
9) Oppenheimer Variable Account Funds, managed by Oppenheimer Management
Corporation;
10) Strong Special Fund II, Inc., managed by Strong Capital Management,
Inc.;
11) Strong Variable Insurance Funds, Inc., managed by Strong Capital
Management, Inc.;
12) Van Eck Worldwide Insurance Trust, managed by Van Eck Associates
Corporation;
13) Van Kampen American Capital Life Investment Trust, managed by Van
Kampen American Capital Management, Inc.; and
14) Warburg Pincus Trust, managed by Warburg Pincus Counsellors, Inc.
A summary of investment objectives is contained in the description of each
Underlying Mutual Fund below. More detailed information may be found in the
current prospectus for each Underlying Mutual Fund option. A prospectus for the
Underlying Mutual Fund option(s) being considered must accompany this prospectus
and should be read in conjunction herewith.
American Century Variable Portfolios, Inc., a member of the American Century(SM)
Investments
American Century Variable Portfolios, Inc. (formerly "TCI Portfolios, Inc.") was
organized as a Maryland corporation in 1987. It is a diversified, open-end
management company, designed only to provide investment vehicles for variable
annuity and variable life insurance products of insurance companies. A member of
the American Century(SM) Investments, American Century Variable Portfolios is
managed by American Century Investment Management, Inc..
- - American Century VP Balanced
Investment Objective: Capital growth and current income. The fund will seek
to achieve its objective by maintaining approximately 60% of the assets of
the fund in common stocks (including securities convertible into common
stocks and other equity equivalents) that are considered by management to
have better-than-average prospects for appreciation and approximately 40%
in fixed income securities. There can be no assurance that the Fund will
achieve its investment objective.
- - American Century VP Capital Appreciation
Investment Objective: Capital growth. The Fund will seek to achieve its
objective by investing in common stocks (including securities convertible
into common stocks and other equity equivalents) that meet certain
fundamental and technical standards of selection and have, in the opinion
of the Fund's investment manager, better than average potential for
appreciation. The Fund tries to stay fully invested in such securities,
regardless of the movement of stock prices generally. The Fund may invest
in cash and cash equivalents temporarily or when it is unable to find
common stocks meeting its criteria of selection. It may purchase securities
only of companies that have a record of at least three years continuous
operation. There can be no assurance that the Fund will achieve its
investment objective.
- - American Century VP International
Investment Objective: To seek capital growth. The Fund will seek to achieve
its investment objective by investing primarily in securities of foreign
companies that meet certain fundamental and technical
16
<PAGE> 18
standards of selection and, in the opinion of the investment manager, have
potential for appreciation. Under normal conditions, the Fund will invest
at least 65% of its assets in common stocks or other equity securities of
issuers from at least three countries outside the United States. Securities
of United States issuers may be included in the portfolio from time to
time. Although the primary investment of the Fund will be common stocks
(defined to include depository receipts for common stocks), the Fund may
also invest in other types of securities consistent with the Fund's
objective. When the manager believes that the total return potential of
other securities equals or exceeds the potential return of common stocks,
the Fund may invest up to 35% of its assets in such other securities. There
can be no assurance that the fund will achieve its objectives.
- - American Century VP Value
Investment Objective: The investment objective of the Fund is long-term
capital growth; income is a secondary objective. Under normal market
conditions, the Fund expects to invest at least 80% of the value of its
total asset in equity securities, including common and preferred stock,
convertible preferred stock and convertible debt obligations. The equity
securities in which the Fund will invest will be primarily securities of
well-established companies with intermediate-to-large market
capitalizations that are believed by management to be undervalued at the
time of purchase.
(Although the Statement of Additional Information concerning American
Century Variable Portfolios, Inc., refers to redemptions of securities in
kind under certain conditions, all surrendering or redeeming Contract
Owners will receive cash from the Company.)
Dreyfus
- - Dreyfus Socially Responsible Growth Fund, Inc.
Dreyfus Socially Responsible Growth Fund, Inc. is an open-end, diversified,
management investment company. It was incorporated under Maryland law on
July 20, 1992; the Fund commenced operations on October 7, 1993. Dreyfus
Corporation serves as the Fund's investment advisor. NCN Capitol Management
Group, Inc. serves as the Fund's sub-investment adviser and provides
day-to-day management of the Fund's portfolio.
Investment Objective: The Fund's primary goal is to provide capital growth
through equity investment in companies that, in the opinion of the Fund's
management, not only meet traditional investment standards, but which also
show evidence that they conduct their business in a manner that contributes
to the enhancement of the quality of life in America. Current income is
secondary to the primary goal.
- - Dreyfus Stock Index Fund
The Dreyfus Stock Index Fund is an open-end, non-diversified, management
investment company. It was incorporated under Maryland law on January 24,
1989; the Fund commenced operations on September 29, 1989. Mellon Equity
Associates, an affiliate of Dreyfus, serves as the Fund's index fund
manager. As of May 1, 1994, Dreyfus Life and Annuity Index Fund began doing
business as Dreyfus Stock Index Fund. Investment Objective: To provide
investment results that correspond to the price and yield performance of
publicly traded common stocks in the aggregate, as represented by the
Standard & Poor's 500 Composite Stock Price Index. The Fund is neither
sponsored by nor affiliated with Standard & Poor's Corporation.
Dreyfus Variable Investment Fund
Dreyfus Variable Investment Fund (the "Fund") is an open-end, management
investment company. It was organized as an unincorporated business trust under
the laws of the Commonwealth of Massachusetts on October 29,1986 and commenced
operations August 31, 1990. The Dreyfus Corporation ("Dreyfus") serves as the
Fund's manager. Dreyfus is a wholly-owned subsidiary of Mellon Bank, N.A., which
is a wholly-owned subsidiary of Mellon Bank Corporation.
Growth and Income Portfolio
Investment Objective: To provide long-term capital growth, current income
and growth of income, consistent with reasonable investment risk. The
Portfolio invests in equity securities, debt securities and money market
instruments of domestic and foreign issuers. The proportion of the
Portfolio's assets invested in each type of security will vary from time
to time in accordance with Dreyfus' assessment of
17
<PAGE> 19
economic conditions and investment opportunities. In purchasing equity
securities, Dreyfus will invest in common stocks, preferred stocks and
securities convertible into common stocks, particularly those which offer
opportunities for capital appreciation and growth of earnings, while paying
current dividends. The Portfolio will generally invest in investment-grade
debt obligations, except that it may invest up to 35% of the value of its
net assets in convertible debt securities rated not lower than Caa by
Moody's Investor Service, Inc. or CCC by Standard & Poor's Ratings Group,
Fitch Investors Service, L.P. or Duff & Phelps Credit Rating Co., or if
unrated, deemed to be of comparable quality by Dreyfus. These securities
are considered to have predominantly speculative characteristics with
respect to capacity to pay interest and repay principal and are considered
to be of poor standing. See "Investment Considerations and Risks-Lower
Rated Securities" in the Portfolio's prospectuses.
Fidelity Variable Insurance Products Fund
The Fund is an open-end, diversified, management investment company organized as
a Massachusetts business trust on November 13, 1981. The Fund's shares are
purchased by insurance companies to fund benefits under variable insurance and
annuity policies. Fidelity Management & Research Company ('FMR') is the Fund's
manager.
- - Equity-Income Portfolio
Investment Objective: To seek reasonable income by investing primarily in
income-producing equity securities. In choosing these securities FMR also
will consider the potential for capital appreciation. The Portfolio's goal
is to achieve a yield which exceeds the composite yield on the securities
comprising the Standard & Poor's 500 Composite Stock Price Index.
- - Growth Portfolio
Investment Objective: Seeks to achieve capital appreciation. This Portfolio
will invest in the securities of both well-known and established companies,
and smaller, less well-known companies which may have a narrow product line
or whose securities are thinly traded. These latter securities will often
involve greater risk than may be found in the ordinary investment security.
FMR's analysis and expertise plays an integral role in the selection of
securities and, therefore, the performance of the Portfolio. Many
securities which FMR believes would have the greatest potential may be
regarded as speculative, and investment in the Portfolio may involve
greater risk than is inherent in other mutual funds. It is also important
to point out that the Portfolio makes most sense for you if you can afford
to ride out changes in the stock market, because it invests primarily in
common stocks. FMR also can make temporary investments in securities such
as investment-grade bonds, high-quality preferred stocks and short-term
notes, for defensive purposes when it believes market conditions warrant.
- - High Income Portfolio
Investment Objective: Seeks to obtain a high level of current income by
investing primarily in high-risk, high-yielding, lower-rated, fixed-income
securities, while also considering growth of capital. The portfolio's
manager will seek high current income normally by investing the Portfolio's
assets as follows:
- at least 65% in income-producing debt securities and preferred stocks,
including convertible securities, zero coupon securities, and
mortgage-backed and asset-backed securities.
- up to 20% in common stocks and other equity securities when consistent
with the Portfolio's primary objective or acquired as part of a unit
combining fixed-income and equity securities.
Higher yields are usually available on securities that are lower-rated or that
are unrated. Lower-rated securities are usually defined as Ba or lower by
Moody's; BB or lower by Standard & Poor's and may be deemed to be of a
speculative nature. The Portfolio may also purchase lower-quality bonds such as
those rated Ca3 by Moody's or C- by Standard & Poor's which provide poor
protection for payment of principal and interest (commonly referred to as "junk
bonds"). For a further discussion of lower-rated securities, please see the
"Risks of Lower-Rated Debt Securities" section of the Portfolio's prospectus.
- - Overseas Portfolio
Investment Objective: To seek long term growth of capital primarily through
investments in foreign securities. The Overseas Portfolio provides a means
for investors to diversify their own portfolios by participating in
companies and economies outside of the United States.
18
<PAGE> 20
Fidelity Variable Insurance Products Fund II
The Fund is an open-end, diversified, management investment company organized as
a Massachusetts business trust on March 21, 1988. The Fund's shares are
purchased by insurance companies to fund benefits under variable insurance and
annuity policies. FMR is the Fund's manager.
- - Asset Manager Portfolio
Investment Objective: To seek to obtain high total return with reduced risk
over the long-term by allocating its assets among domestic and foreign
stocks, bonds and short-term fixed income instruments.
- - Contrafund Portfolio
Investment Objective: To seek capital appreciation by investing primarily in
companies that the fund manager believes to be undervalued due to an overly
pessimistic appraisal by the public. This strategy can lead to investments in
domestic or foreign companies, small and large, many of which may not be well
known. The fund primarily invests in common stock and securities convertible
into common stock, but it has the flexibility to invest in any type of security
that may produce capital appreciation.
Nationwide Separate Account Trust
Nationwide Separate Account Trust (the "Trust") is a diversified open-end
management investment company organized under the laws of Massachusetts. The
Trust offers shares in the five separate Mutual Funds listed below, each with
its own investment objectives. Currently, shares of the Trust will be sold only
to life insurance company separate accounts to fund the benefits under variable
insurance policies or variable annuity contracts issued by life insurance
companies. The assets of the Trust are managed by Nationwide Advisory Services,
Inc., of One Nationwide Plaza, Columbus, Ohio 43216, a wholly-owned subsidiary
of Nationwide Life Insurance Company.
- - Capital Appreciation Fund
Investment Objective: The Fund is designed for investors who are interested
in long-term growth. The Fund seeks to meet its objective primarily through
a diversified portfolio of the common stock of companies which the
investment manager determines have a better-than-average potential for
sustained capital growth over the long term.
- - Government Bond Fund
Investment Objective: To provide as high a level of income as is consistent
with capital preservation through investing primarily in bonds and
securities issued or backed by the U.S. Government, its agencies or
instrumentalities.
- - Money Market Fund
Investment Objective: To seek as high a level of current income as is
considered consistent with the preservation of capital and liquidity by
investing primarily in money market instruments.
- - Small Company Fund
Investment Objective: The Fund seeks long-term growth of capital by
investing primarily in equity securities of domestic and foreign companies
with market capitalizations of less than $1 billion at the time of
purchase. Nationwide Advisory Services, Inc. ("NAS"), the Fund's adviser,
has employed a group of sub-advisers each of which will manage a portion of
the Fund's portfolio. These sub-advisers are the Dreyfus Corporation,
Neuberger & Berman, L.P., Pictet International Management Limited, Van Eck
Associates Corporation, Strong Capital Management, Inc. and Warburg, Pincus
Counsellors, Inc. The sub-advisers were chosen because they utilize a
number of different investment styles when investing in small company
stocks. By utilizing a number of different investment styles, NAS hopes to
increase prospects for investment return and to reduce market risk and
volatility.
- - Total Return Fund
Investment Objective: To obtain a reasonable long-term total return (i.e.,
earnings growth plus potential dividend yield) on invested capital from a
flexible combination of current return and capital gains through
investments in common stocks, convertible issues, money market instruments
and bonds with a primary emphasis on common stocks.
19
<PAGE> 21
Neuberger & Berman Advisers Management Trust
Neuberger & Berman Advisers Management Trust is an open-end diversified
management investment company established as a Massachusetts business trust on
December 14, 1983. Shares of the Trust are offered in connection with certain
variable annuity contracts and variable life insurance policies issued through
life insurance company separate accounts and are also offered directly to
qualified pension and retirement plans outside of the separate account context.
The investment adviser is Neuberger & Berman Management Incorporated.
- - Growth Portfolio
Investment Objective: The Portfolio seeks capital growth through
investments in common stocks of companies that the investment adviser
believes will have above average earnings or otherwise provide investors
with above average potential for capital appreciation. To maximize this
potential, the investment adviser may also utilize, from time to time,
securities convertible into common stocks, warrants and options to purchase
such stocks.
- - Limited Maturity Bond Portfolio
Investment Objective: To provide the high level of current income,
consistent with low risk to principal and liquidity, and secondarily, its
total return. It seeks to achieve its objectives through investments in a
diversified portfolio of fixed and variable rate debt securities and seeks
to increase income and preserve or enhance total return by actively
managing average portfolio maturity in light of market conditions and
trends. The portfolio invests in securities which are at least investment
grade and does not invest in junk bonds.
- - Partners Portfolio
Investment Objective: To seek capital growth. This portfolio will seek to
achieve its objective by investing primarily in the common stock of
established companies. Its investment program seeks securities believed to
be undervalued based on fundamentals such as low price-to-earnings ratios,
consistent cash flows, and support from asset values. The objective of the
Partners Portfolio is not fundamental and can be changed by the Trustees of
the Trust without shareholder approval. Shareholders will, however, receive
at least 30 days prior notice thereof. There is no assurance the investment
objective will be met.
Oppenheimer Variable Account Funds
The Oppenheimer Variable Account Funds is an open-ended, diversified management
investment company organized as a Massachusetts business trust in 1984. Shares
of the Funds are sold only to provide benefits under variable life insurance
policies and variable annuity contracts. Oppenheimer Management Corporation is
the Funds' investment advisor.
- - Bond Fund
Investment Objective: Primarily to seek a high level of current income from
investment in high yield fixed-income securities rated "Baa" or better by
Moody's or "BBB" or better by Standard & Poor's. Secondarily, the Fund
seeks capital growth when consistent with its primary objective.
- - Global Securities Fund
Investment Objective: To seek long-term capital appreciation by investing a
substantial portion of assets in securities of foreign issuers,
"growth-type" companies, cyclical industries and special situations which
are considered to have appreciation possibilities. Current income is not an
objective. These securities may be considered to be speculative.
- - Multiple Strategies Fund
Investment Objective: To seek a total investment return (which includes
current income and capital appreciation in the value of its shares) from
investments in common stocks and other equity securities, bonds and other
debt securities, and "money market" securities.
Strong Special Fund II, Inc.
The Strong Special Fund II, Inc. is a diversified, open-end management company
commonly called a mutual fund. The Special Fund II, Inc. was incorporated in
Wisconsin and may only be purchased by the separate accounts of insurance
companies for the purpose of funding variable annuity contracts and variable
life insurance policies. Strong Capital Management Inc. (the "Advisor") is the
investment advisor for the Fund.
Investment Objective: To seek capital appreciation through investments in a
diversified portfolio of equity securities.
20
<PAGE> 22
Strong Variable Insurance Funds, Inc.
The Strong Variable Insurance Funds, Inc. is a diversified, open-end management
Company, commonly called a mutual fund. The Strong Discovery Fund II, Inc.
("Discovery Fund II") and the Strong International Stock Fund II ("International
Stock Fund II") were incorporated in Wisconsin and may only be purchased by the
separate accounts of insurance companies for the purpose of funding variable
annuity contracts and variable life insurance policies. Strong Capital
Management, Inc. is the investment advisor for each of the Funds.
- - Discovery Fund II, Inc.
Investment Objective: To seek maximum capital appreciation through
investments in a diversified portfolio of securities. The Fund normally
emphasizes investment in equity securities and may invest up to 100% of its
total assets in equity securities including common stocks, preferred stocks
and securities convertible into common or preferred stocks. Although the
Fund normally emphasizes investment in equity securities, the Fund has the
flexibility to invest in any type of security that the Advisor believes has
the potential for capital appreciation including up to 100% of its total
assets in debt obligations, including intermediate to long-term corporate
or U.S. government debt securities.
- - International Stock Fund II
Investment Objective: To seek capital growth by investing primarily in the
equity securities of issuers located outside the United States.
Van Eck Worldwide Insurance Trust
Van Eck Worldwide Insurance Trust is an open-end management investment company
organized as a "business trust" under the laws of the Commonwealth of
Massachusetts on January 7, 1987. Shares of the Trust are offered only to
separate accounts of various insurance companies to fund benefits of variable
insurance and annuity policies. The assets of the Trust are managed by Van Eck
Associates Corporation.
- - Worldwide Bond Fund
Investment Objective: To seek high total return through a flexible policy
of investing globally, primarily in debt securities. The Portfolio does not
invest in junk bonds.
- - Worldwide Emerging Markets Fund
Investment Description: Seeks long-term capital appreciation by investing
primarily in equity securities in emerging markets around the world. The
Fund specifically emphasizes investment in countries that, compared to the
world's major economies, exhibit relatively low gross national product per
capita, as well as the potential for rapid economic growth. Peregrine Asset
Management (Hong Kong) Limited serves as sub-investment adviser to this
Fund.
- - Worldwide Hard Assets Fund (formerly Gold and Natural Resources Fund)
Investment Description: To seek long-term capital appreciation by investing
globally, primarily in "Hard Assets Securities." Hard assets are tangible,
finite assets, asuch as real estate, energy, timber, and industrial and
precious metals. Income is a secondary consideration.
Van Kampen American Capital Life Investment Trust
The Van Kampen American Capital Life Investment Trust is an open-end
diversified management investment company organized as a Massachusetts business
trust on June 3, 1985. The Trust offers shares in separate portfolios which are
sold only to insurance companies to provide funding for variable life insurance
policies and variable annuity contracts. Van Kampen American Capital Asset
Management, Inc. serves as the Trust's investment adviser.
- - American Capital Real Estate Securities Fund
Investment Objective: To seek long-term capital growth by investing in a
portfolio of securities of companies operating in the real estate industry
("Real Estate Securities"). Current income is a secondary consideration.
Real Estate Securities include equity securities, common stocks and
convertible securities, as well as non-convertible preferred stocks and
debt securities of real estate industry companies. A "real estate industry
company" is a company that derives at least 50% of its assets (marked to
market), gross income or net profits from the ownership, construction,
management or sale of residential, commercial or industrial real estate.
Under normal market conditions, at least 65% of the Fund's total assets
will be
21
<PAGE> 23
invested in Real Estate Securities, primarily equity securities of real
estate investment trusts. The Fund may invest up to 25% of its total assets
in securities issued by foreign issuers, some or all of which may also be
Real Estate Securities. There can be no assurance that the Fund will
achieve its investment objective.
Warburg Pincus Trust
The Warburg Pincus Trust ("Trust") is an open-end management investment company
organized in March 1995 as a business trust under the laws of The Commonwealth
of Massachusetts. The Trust offers its shares to insurance companies for
allocation to separate accounts for the purpose of funding variable annuity and
variable life contracts. Trust portfolios are managed by Warburg, Pincus
Counsellors, Inc. ("Counsellors.")
- - International Equity Portfolio
Investment Objective: To seek long-term capital appreciation by investing
primarily in a broadly diversified portfolio of equity securities of
companies, wherever organized, that in the judgment of "Counsellors" have
their principal business activities and interests outside the United
States. The Portfolio will ordinarily invest substantially all of its
assets, but no less than 65% of its total assets, in common stocks,
warrants and securities convertible into or exchangeable for common stocks.
The Portfolio intends to invest principally in the securities of
financially strong companies with opportunities for growth within growing
international economies and markets through increased earning power and
improved utilization or recognition of assets.
- - Post-Venture Capital Portfolio
Investment Objective: The Portfolio seeks long-term growth of capital by
investing primarily in equity securities of issuers in their post-venture
capital stage of development and pursues an aggressive investment strategy.
Under normal market conditions, the Portfolio will invest at least 65% of
its total assets in equity securities of "post-venture capital companies."
A post-venture capital company is one that has received venture capital
financing either (a) during the early stages of the company's existence or
the early stages of the development of a new product or service or (b) as
part of a restructuring or recapitalization of the company. The Portfolio
may invest up to 10% of its assets in venture capital and other investment
funds.
- - Small Company Growth Portfolio
Investment Objective: To seek capital growth by investing in a portfolio of
equity securities of small-sized domestic companies. The Portfolio
ordinarily will invest at least 65% of its total assets in common stocks or
warrants of small-sized companies (i.e., companies having stock market
capitalizations of between $25 million and $1 billion at the time of
purchase) that represent attractive opportunities for capital growth. The
Portfolio intends to invest primarily in companies whose securities are
traded on domestic stock exchanges or in the over-the-counter market. The
Portfolio's investments will be made on the basis of their equity
characteristics and securities ratings generally will not be a factor in
the selection process.
Reinvestment
The Funds described above have as a policy the distribution of dividends in the
form of additional shares (or fractions thereof) of the Underlying Mutual Funds.
The distribution of additional shares will not affect the number of Accumulation
Units attributable to a particular Policy.
Transfers
After the first Policy Anniversary, the Policy Owner may annually transfer a
portion of the value of the Variable Account to the Fixed Account, without
penalty or adjustment. The Policy Owner may request a transfer of up to 100% of
the Cash Value from the Variable Account to the Fixed Account. The Company
reserves the right to restrict transfers to the Fixed Account to 25% of the Cash
Value. The Policy Owner's Cash Value in each sub-account will be determined as
of the date the transfer request is received in the Home Office in good order.
The Policy Owner may transfer a portion of the value of the Fixed Account to the
Variable Account once each Policy Year, without penalty or adjustment. The
Policy Owner may request a transfer of up to 100% of the Cash Value in the Fixed
Account to the Variable sub-accounts. The Company reserves the right to restrict
the amounts of such transfers to 25% of the Cash Value in the Fixed Account.
Transfers may be made once per Valuation Date and may be made either in writing
or, in states allowing such transfers, by telephone. In states allowing
telephone transfers, and if the Owner so elects, the Company will also
22
<PAGE> 24
permit the Policy Owner to utilize the Telephone Exchange Privilege for
exchanging amounts among sub-account options. The Company will employ reasonable
procedures to confirm that instructions communicated by telephone are genuine.
Such procedures may include any or all of the following, or such other
procedures as the Company may, from time to time, deem reasonable: requesting
identifying information, such as name, contract number, Social Security Number,
and/or personal identification number; tape recording all telephone
transactions; and providing written confirmation thereof to both the Policy
Owner and any agent of record at the last address of record. Although failure to
follow reasonable procedures may result in the Company's liability for any
losses due to unauthorized or fraudulent telephone transfers, the Company will
not be liable for following instructions communicated by telephone which it
reasonably believes to be genuine. Any losses incurred pursuant to actions taken
by the Company in reliance on telephone instructions reasonably believed to be
genuine shall be borne by the Contract Owner. The Company may determine to
withdraw the Telephone Exchange Privilege, upon 30 days written notice to Policy
Owners.
Policy Owners who have entered into a Dollar Cost Averaging Agreement with the
Company (see "Dollar Cost Averaging" below) may transfer from the Fixed Account
to the Variable Account under the terms of that agreement.
Policies described in this prospectus may in some cases be sold to individuals
who independently utilize the services of a firm or individual engaged in market
timing. Generally, such firms or individuals obtain authorization from multiple
Policy Owners to make transfers and exchanges among the Sub-Accounts (the
Underlying Mutual Funds) on the basis of perceived market trends. Because of the
unusually large transfers of funds associated with some of these transactions,
the ability of the Company or Underlying Mutual Funds to process such
transactions may be compromised, and the execution of such transactions may
possibly disadvantage or work to the detriment of other Policy Owners not
utilizing market timing services.
Accordingly, the right to exchange Cash Surrender Values among the Sub-Accounts
may be subject to modification if such rights are exercised by a market timing
firm or any other third party authorized to initiate transfer or exchange
transactions on behalf of multiple Policy Owners. THE RIGHTS OF INDIVIDUAL
POLICY OWNERS TO EXCHANGE CASH SURRENDER VALUES, WHEN INSTRUCTIONS ARE SUBMITTED
DIRECTLY BY THE POLICY OWNER, OR BY THE POLICY OWNER'S REPRESENTATIVE OF RECORD
AS AUTHORIZED BY THE EXECUTION OF A VALID NATIONWIDE LIMITED POWER OF ATTORNEY
FORM, WILL NOT BE MODIFIED IN ANY WAY. In modifying such rights, the Company
may, among other things, not accept (1) the transfer or exchange instructions of
any agent acting under a power of attorney on behalf of more than one Policy
Owner, or (2) the transfer or exchange instructions of individual policy owners
who have executed pre-authorized transfer or exchange forms which are submitted
by market timing firms or other third parties on behalf of more than one Policy
Owner at the same time. The Company will not impose any such restrictions or
otherwise modify exchange rights unless such action is reasonably intended to
prevent the use of such rights in a manner that will disadvantage or potentially
impair the contract rights of other Policy Owners.
Dollar Cost Averaging
The Policy Owner may direct the Company to automatically transfer from the Money
Market sub-account, Fixed Account, or the Limited Maturity Bond Portfolio
sub-account to any other sub-account within the Variable Account on a monthly
basis or as frequently as otherwise authorized by the Company. This service is
intended to allow the Policy Owner to utilize dollar cost averaging, a long-term
investment program which provides for regular, level investments over time. The
Company makes no guarantees that dollar cost averaging, will result in a profit
or protect against loss in a declining market. To qualify for dollar cost
averaging, there must be a minimum total Cash Value, less Policy Indebtedness,
of $15,000. Transfers for purposes of dollar cost averaging can only be made
from the Money Market sub-account, Fixed Account, or the Limited Maturity Bond
Portfolio sub-account. The minimum monthly dollar cost averaging transfer is
$100. In addition, dollar cost averaging monthly transfers from the Fixed
Account must be equal to or less than 1/30th of the Fixed Account value when the
dollar cost averaging program is requested. Transfers out of the Fixed Account,
other than for dollar cost averaging, may be subject to certain additional
restrictions (see "Transfers"). A written election of this service, on a form
provided by the Company, must be completed by the Policy Owner in order to begin
transfers. Once elected, transfers from the Money Market sub-account, Fixed
Account, or the Limited Maturity Bond Portfolio sub-account will be processed
monthly until either the value in the Money Market sub-account, Fixed Account,
or the Limited Maturity Bond Portfolio sub-account is completely depleted or the
Policy Owner instructs the Company in writing to cancel the monthly transfers.
23
<PAGE> 25
The Company reserves the right to discontinue offering dollar cost averaging
upon 30 days written notice to Policy Owners however, any such discontinuation
would not affect dollar cost averaging programs already commenced. The Company
also reserves the right to assess a processing fee for this service.
Substitution of Securities
If shares of the Underlying Mutual Fund options should no longer be available
for investment by the Variable Account or, if in the judgment of the Company's
management further investment in such Underlying Mutual Funds should become
inappropriate in view of the purposes of the Policy, the Company may substitute
shares of another Underlying Mutual Fund for shares already purchased or to be
purchased in the future by Net Premium payments under the Policy. No
substitution of securities in the Variable Account may take place without prior
approval of the Securities and Exchange Commission, and under such requirements
as it and any state insurance department may impose.
Voting Rights
Voting rights under the Policies apply only with respect to Cash Value allocated
to the sub-accounts of the Variable Account.
In accordance with its view of present applicable law, the Company will vote the
shares of the Underlying Mutual Funds held in the Variable Account at regular
and special meetings of the shareholders of the Underlying Mutual Funds. These
shares will be voted in accordance with instructions received from Policy Owners
who have an interest in the Variable Account. If the Investment Company Act of
1940 or any regulation thereunder should be amended or if the present
interpretation thereof should change, and as a result the Company determines
that it is permitted to vote the shares of the Underlying Mutual Funds in its
own right, the Company may elect to do so.
The Policy Owner shall have the voting interest under a Policy. The number of
Underlying Mutual Fund shares in each sub-account attributable to each Policy
Owner is determined by dividing any portion of the Policy's Cash Value derived
from participation in that Underlying Mutual Fund by the net asset value of one
share of that Underlying Mutual Fund.
The number of shares which a person has a right to vote will be determined as of
a date chosen by the Company, but not more than 90 days prior to the meeting of
the Underlying Mutual Fund. Voting instructions will be solicited by written
communication prior to such meeting.
The Company will vote Underlying Mutual Fund shares in accordance with
instructions received from the Policy Owners. Underlying Mutual Fund shares held
by the Company or by the Variable Account as to which no timely instructions are
received will be voted by the Company in the same proportion as the voting
instructions which are received.
Each person having a voting interest in the Variable Account will receive
periodic reports relating to investments of the Variable Account, the Underlying
Mutual Funds' proxy material and a form with which to give such voting
instructions.
Notwithstanding contrary Policy Owner voting instructions, the Company may vote
Underlying Mutual Fund shares in any manner necessary to enable the Underlying
Mutual Fund to: (1) make or refrain from making any change in the investments or
investment policies for any of the Underlying Mutual Funds, if required by an
insurance regulatory authority; (2) refrain from making any change in the
investment policies or any investment adviser or principal underwriter of any
portfolio which may be initiated by Policy Owners or the Underlying Mutual
Fund's Board of Directors, provided the Company's disapproval of the change is
reasonable and, in the case of a change in the investment policies or investment
adviser, based on a good faith determination that such change would be contrary
to state law or otherwise inappropriate in light of the portfolio's objective
and purposes; or (3) enter into or refrain from entering into any advisory
agreement or underwriting contract, if required by any insurance regulatory
authority.
INFORMATION ABOUT THE POLICIES
Underwriting and Issuance
- -Minimum Requirements for Issuance of a Policy
The Policies provide life insurance coverage and the flexibility to vary the
amount and frequency of premium payments, subject to applicable tax
requirements. At issue of the Policy, the Policy Owner selects the premium and
Specified Amount, which consists of the Basic Coverage and Supplemental
Coverage, if any. The
24
<PAGE> 26
proportion of Supplemental Coverage is irrevocably elected by the Policy Owner
at issue, and thus, once elected such proportion cannot change. A Policy Owner
can apply to increase or decrease the Specified Amount no more than once per
Policy Year.
The minimum Specified Amount is $100,000. Supplemental Coverage cannot exceed
90% of the Specified Amount.
The Supplemental Coverage differs from the Basic Coverage in several respects;
(1) Supplemental Coverage has lower cost of insurance rates, on a current basis,
(2) has no Surrender charges, and (3) has no monthly per unit charge, on a
current basis. For Policies issued in the state of New York, Supplemental
Coverage is not available.
Policies may be issued to Insureds at ages consistent with the Company's
underwriting guidelines. Before issuing any Policy, the Company requires
satisfactory evidence of insurability which may include medical examinations.
- -Premium Payments
The Initial Premium for a Policy is payable in full to an authorized agent or at
the Company's Home Office. Upon payment of an initial premium, temporary
insurance may be provided, subject to a maximum amount. The effective date of
permanent insurance coverage is dependent upon completion of all underwriting
requirements, payment of the entire Initial Premium, and delivery of the policy
while both Insureds are still living.
Each premium payment must be at least $50. Additional premium payments may be
made at any time while the Policy is in force. However, the Company reserves the
right to require satisfactory evidence of insurability before accepting any
additional premium payment which results in an increase in the net amount at
risk. Also, the Company will refund any portion of any premium payment which is
determined to be in excess of the premium limit established by law to qualify
the Policy as a contract for life insurance. Where permitted by state law, the
Company may also require that any existing Policy Indebtedness be repaid prior
to accepting any additional premium payments. Additional premium payments or
other changes to the contract, may jeopardize the Policy's non-modified
endowment status. The Company will monitor premiums paid and other policy
transactions and will notify the Policy Owner when non-modified endowment
contract status is in jeopardy (see "Tax Matters").
Allocation of Cash Value
When the Policy is issued, the Net Premiums will be allocated to the Nationwide
Separate Account Trust Money Market Fund sub-account (for any Net Premiums
allocated to a sub-account on the application) or to the Fixed Account until the
expiration of the period in which the Policy Owner may exercise his or her
short-term right to cancel the Policy (see "Short-Time Right to Cancel Policy").
At the expiration of the period in which the Policy Owner may exercise his or
her short term right to cancel the Policy, shares of the Underlying Mutual Funds
specified by the Policy Owner are purchased at net asset value for the
respective sub-account(s). The Policy Owner may change the allocation of Net
Premiums or may transfer Cash Value from one sub-account to another, subject to
such terms and conditions as may be imposed by each Underlying Mutual Fund and
as set forth in the prospectus. Net Premiums allocated to the Fixed Account at
the time of application may not be transferred prior to the first Policy
Anniversary (see "Transfers" and "Investments of the Variable Account").
The designation of investment allocations will be made by the prospective Policy
Owner at the time of application for a Policy. The Policy Owner may change the
way in which future Net Premiums are allocated by giving written notice to the
Company. All percentage allocations must be in whole numbers, and must be at
least 5%. The sum of allocations must equal 100%.
Short-Term Right to Cancel Policy
A Policy may be returned for cancellation and a full refund of premium within 10
days after the Policy is received, within 45 days after the application for
insurance is signed, or within 10 days after the Company mails or delivers a
Notice of Right of Withdrawal, whichever is latest. The Policy can be mailed or
delivered to the registered representative who sold it, or to the Company.
Immediately after such mailing or delivery, the Policy will be deemed void from
the beginning. The Company will refund the total premiums paid within seven days
after it receives the Policy. The scope of this right may vary by state. The
Policy provision approved or used in a particular state will be disclosed in any
Policy issued.
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<PAGE> 27
POLICY CHARGES
Deductions from Premiums
The Company deducts a sales load from each premium payment which will not exceed
5.0% of such premium payment during the first ten policy years or 1.5% of such
premium payment thereafter. Currently, the sales load is 5.0% during the first
ten policy years and 0% thereafter. The total sales load actually deducted from
any Policy will be equal to the sum of this front-end sales load plus any sales
surrender charge that may be deducted from Policies that are surrendered. In
addition, the portion of the increase charges that reimburse the Company for
expenses incurred during distribution will be added to the total sales load
deduction.
The Company also deducts a tax expense charge of 3.5%, both current and
guaranteed, from all premium payments. This charge reimburses the Company for
premium taxes imposed by various state and local jurisdictions and for federal
taxes imposed under Section 848 of the Code. This Charge includes a premium tax
deduction of 2.25% and a federal tax deduction of 1.25%.
The 2.25% premium tax deduction approximates the Company's average expense for
state and local premium tax. Premium taxes vary by jurisdiction ranging from
zero to more than 4%. The premium tax deduction is made whether or not any
premium tax applies and the deduction may be higher or lower than the premium
tax imposed. The 1.25% federal tax deduction is designed to reimburse the
Company for expenses incurred from federal taxes imposed under Section 848 of
the Code (enacted by the Omnibus Budget Reconciliation Act of 1990). The federal
tax deduction is a factor the Company must use when computing the maximum sales
load chargeable under SEC rules. The Company does not expect to make a profit
from the tax expense charge.
For New York State these premium deductions are 9.5% currently and guaranteed
for years 1-10 and 6% guaranteed and 4.5% currently beginning in year eleven.
Surrender Charges
The Company deducts a Surrender Charge from the Policy's Cash Value for any
Policy surrendered during the first fourteen Policy Years, unless the average
issue age is greater than or equal to age 75, in which case there is a Surrender
Charge for only the first nine Policy Years. The maximum Surrender Charge varies
by the issue ages, sexes, and underwriting classifications of the Insureds and
is calculated based on the initial Basic Coverage on the Policy Date. The
following table illustrates the maximum Surrender Charge per $1,000 of initial
Basic Coverage for Policies which are issued on a male non-tobacco preferred and
a female non-tobacco other than preferred basis (see Appendix 1 for specific
examples).
Per $1,000 of
Average Issue Age Initial Basic Coverage
35 $5.39
45 8.37
55 11.16
65 15.67
75 23.20
The Surrender Charge is comprised of two components: an underwriting surrender
charge and sales surrender charge. The underwriting surrender charge varies by
average issue age in the following manner:
Underwriting Surrender Charge
per $1,000 of
Average Issue Age Initial Basic Coverage
----------------- ----------------------
0-39 $4.00
40-49 6.00
50-59 7.00
60-85 8.00
The remainder of the Surrender Charge which is not attributable to the
underwriting surrender charge component represents the sales surrender charge
component. In no event will this component exceed 23.75% of the lesser of the
SEC Guideline Level Premium in the first year or the premiums actually paid in
the first year. The maximum sales surrender charge per $1,000 of initial Basic
Coverage based upon a Policy issued on a male non-tobacco preferred and a female
non-tobacco other than preferred basis and is shown in the following table.
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<PAGE> 28
Sales Surrender Charge per $1,000
of Initial
Average Issue Age Basic Coverage
----------------- --------------
35 $1.39
45 2.37
55 4.16
65 7.67
75 15.20
The purpose of the sales surrender charge is to reimburse the Company for some
of the expenses incurred in the distribution of the Policies.
The underwriting surrender charge is designed to cover the administrative
expenses associated with underwriting and issuing the Policy, including the
costs of processing applications, conducting medical exams, determining
insurability and the Insured's underwriting class, and establishing policy
records. The Company does not expect to profit from the underwriting surrender
charges. The Surrender Charge may be insufficient to recover certain expenses
related to the sale of the Policies. Unrecovered expenses are born by the
Company's general assets which may include profits, if any, from mortality and
expense risk charges (see "Deductions from Cash Value"). Additional premiums
and/or income earned on assets in the Variable Account have no effect on these
charges. The Surrender Charge does not apply to increases or decreases in
Specified Amount.
The Surrender Charge is reduced in subsequent Policy Years in the following
manner:
For an Average Issue Age Less Than 75:
--------------------------------------
<TABLE>
<CAPTION>
Surrender Charge Surrender Charge Surrender Charge
as a % of Initial as a % of Initial as a % of Initial
Policy Year Surrender Charge Policy Year Surrender Charges Policy Year Surrender Charge
----------- ---------------- ----------- ----------------- ----------- ----------------
<S> <C> <C> <C> <C> <C>
1 100% 6 85% 11 60%
2 100% 7 80% 12 45%
3 100% 8 75% 13 30%
4 95% 9 70% 14 15%
5 90% 10 65% 15+ 0%
</TABLE>
For an Average Issue Age Greater Than or Equal to 75:
-----------------------------------------------------
Surrender Charge Surrender Charge
as a % of Initial as a % of Initial
Policy Year Surrender Charge Policy Year Surrender Charges
----------- ---------------- ----------- -----------------
1 100% 6 60%
2 100% 7 45%
3 90% 8 30%
4 80% 9 15%
5 70% 10+ 0%
Deductions from Cash Value
The Company also deducts the following charges from the Policy's Cash Value on
the Policy Date and each subsequent Monthly Anniversary Day:
1. monthly cost of insurance; plus
2. monthly cost of any additional benefits provided by riders; plus
27
<PAGE> 29
3. monthly administrative expense; plus
4. monthly mortality and expense risk charges
Items 1 through 4 above will be charged proportionately to the Cash Value in
each Variable Account sub-account and the Fixed Account. The monthly mortality
expense risk charges will be charged proportionately to the Cash Value in each
Variable Account sub-account.
- -Monthly Cost of Insurance
The monthly cost of insurance charge is determined in a manner that reflects the
anticipated mortality of the two Insureds and the fact that the death benefit is
not payable until the death of the second Insured to die.
The monthly cost of insurance charge for each policy month is determined by
multiplying the monthly cost of insurance rate by the net amount at risk. The
net amount at risk is the difference between the death benefit and the Policy's
Cash Value, each calculated at the beginning of the policy month.
Monthly cost of insurance rates will not exceed those guaranteed in the Policy.
Guaranteed cost of insurance rates are based on the 1980 Commissioners Standard
Ordinary Mortality Table, Age Last Birthday (1980 CSO). Guaranteed cost of
insurance rates for Policies issued on a substandard basis are based on
appropriate multiples of the 1980 CSO. These mortality tables are sex distinct.
In addition, separate mortality tables will be used for standard and
non-tobacco.
The rate class of an Insured may affect the cost of insurance rate. The Company
currently places Insureds into both standard rate classes and substandard
classes that involve a higher mortality risk. In an otherwise identical Policy,
an Insured in the standard rate class will have a lower cost of insurance than
an Insured in a rate class with higher mortality risks.
- -Monthly Administrative Expense Charge
The Company deducts a monthly Administrative Expense Charge to reimburse it for
certain expenses related to maintenance of the Policies, accounting and record
keeping and periodic reporting to Policy Owners. This charge is designed only to
reimburse the Company for certain actual administrative expenses. The Company
does not expect to recover from this charge any amount in excess of aggregate
maintenance expenses. Currently, this charge is the sum of the per policy charge
and the per $1,000 Basic Coverage charge as set forth below:
Policy Year(s) Per Policy Per $1,000 Basic Coverage
-------------- ---------- -------------------------
1-10 $10.00 $0.04 but not less than
$20.00 or more than $80 per policy
11+ $5.00 $0.02 but not less than
$10.00 or more than $40 per policy
The charge for year 11+ may be increased at the sole discretion of the Company
but may not exceed the charge for years 1-10. After a change in Specified
Amount, the per $1000 portion of the monthly administrative Expense Charge is
based on the new Basic Coverage in effect. For Policies issued in the state of
New York, this per policy charge is equal to $7.50 per month in all years, both
currently and guaranteed. The monthly per $1,000 basic coverage charge in New
York is $0.04 per $1,000 in the first year only, subject to a minimum of $20.00
and a maximum of $80.00 per policy, currently and guaranteed and $0.00
thereafter.
- -Monthly Mortality Expense Risk Charge
The Company assumes certain risks for guaranteeing the mortality and expense
charges. The mortality risk assumed under the Policies is that both Insureds may
die sooner than expected. The expense risk assumed is that the actual expenses
incurred in issuing and administering the Policies may be greater than expected.
In addition, the Company assumes risks associated with the non-recovery of
policy issue, underwriting and other administrative expenses due to Policies
which lapse or are surrendered in the early Policy Years.
To compensate the Company for assuming these risks associated with the Policies,
the Company deducts a mortality and expense risk charge at the beginning of each
policy month. The Mortality and Expense Risk
28
<PAGE> 30
Charge will apply solely to the assets in the Variable Account. This charge will
be deducted proportionately from the assets in the Variable Account
sub-accounts.
The Mortality and Expense Risk Charge is equivalent to an annual effective rate
of 0.80% for policy years 1-10. This charge varies starting at the beginning of
policy year eleven depending upon the amount of the Cash Value. If the Cash
Value is less than $25,000, the Mortality and Expense Risk Charge will remain at
0.80%. If the Cash Value is between $25,000 and $99,999, then the Mortality and
Expense Risk Charge will be reduced to 0.50%. If the Cash Value equals or
exceeds $100,000, then the Mortality and Expense Risk Charge will be 0.30%.
These charges are all guaranteed. In New York the annual effective rate is 0.80%
in years 1-10 and 0.50% beginning in year eleven, regardless of Cash Value.
Reduction of Charges
The Policy is available for purchase by individuals, corporations and other
groups. For group or sponsored arrangements (including employees of the Company
and their family members) and for special exchange programs which the Company
may make available from time to time, the Company reserves the right to reduce
or eliminate the sales load, surrender charge, monthly administrative charge,
monthly cost of insurance charges or other charges normally assessed on certain
multiple life cases where it is expected that the size or nature of such cases
will result in savings of sales, underwriting, administrative or other costs.
Eligibility for and the amount of these reductions will be determined by a
number of factors, including the number of Insureds, the total premium expected
to be paid, total assets under management for the Policy Owner, the nature of
the relationship among individual Insureds, the purpose for which the Policies
are being purchased, the expected persistency of individual Policies, and any
other circumstances which, in the opinion of the Company is rationally related
to the expected reduction in expenses. The extent and nature of reductions may
change from time to time. Any variations in the charge structure will be
determined in a uniform manner reflecting differences in costs of services and
not unfairly discriminatory to Policy Owners.
HOW THE CASH VALUE VARIES
On any date during the Policy Year, the Cash Value equals the Cash Value on the
preceding Valuation Date, plus any Net Premium applied since the previous
Valuation Date, minus any partial surrenders, plus or minus any investment
results, and less any Policy Charges.
There is no guaranteed Cash Value. The Cash Value will vary with the investment
experience of the Variable Account and/or the daily crediting of interest in the
Fixed Account and Policy Loan Account depending on the allocation of Cash Value
by the Policy Owner.
How the Investment Experience is Determined
The Cash Value in each sub-account is converted to Accumulation Units of that
sub-account. The conversion is accomplished by dividing the amount of Cash Value
allocated to a sub-account by the value of an Accumulation Unit for the
sub-account of the Valuation Period during which the allocation occurs.
The value of an Accumulation Unit for each sub-account was arbitrarily set
initially at $10 when the Underlying Mutual Fund shares in that sub-account were
available for purchase. The value for any subsequent Valuation Period is
determined by multiplying the Accumulation Unit value for each sub-account for
the immediately preceding Valuation Period by the Net Investment Factor for the
sub-account during the subsequent Valuation Period. The value of an Accumulation
Unit may increase or decrease from Valuation Period to Valuation Period. The
number of Accumulation Units will not change as a result of investment
experience.
Net Investment Factor
The Net Investment Factor for any Valuation Period is determined by dividing (a)
by (b) where:
(a) is the net of:
(1) the net asset value per share of the Underlying Mutual Fund held
in the sub-account determined at the end of the current Valuation
Period, plus
(2) the per share amount of any dividend or capital gain distributions
made by the Underlying Mutual Fund held in the sub-account if the
"ex-dividend" date occurs during the current Valuation Period,
plus or minus.
29
<PAGE> 31
(3) a per share charge or credit for taxes reserved for, if any, which
is determined by the Company to have resulted from the investment
operations of the sub-account.
(b) is the net asset value per share of the Underlying Mutual Fund held in
the sub-account determined at the end of the immediately preceding
Valuation Period, plus or minus the per share charge or credit for taxes
reserved for in the immediately preceding Valuation Period.
For Underlying Mutual Fund options that credit dividends on a daily basis and
pay such dividends once a month, the Net Investment Factor allows for the
monthly reinvestment of these daily dividends.
The Net Investment Factor may be greater or less than one; therefore, the value
of an Accumulation Unit may increase or decrease. It should be noted that
changes in the Net Investment Factor may not be directly proportional to changes
in the net asset value of Underlying Mutual Fund shares, because of the
deduction of any charge or credit for tax reserves.
The Company does not currently assess any charge for income taxes incurred by
the Company as a result of the operations of the sub-accounts of the Variable
Account (see "Taxation of the Company"). The Company reserves the right to
assess a charge for such taxes against the Variable Account if the Company
determines that such taxes will be incurred.
Valuation of Assets
Underlying Mutual Fund shares in the Variable Account will be valued at their
Net Asset Value.
Determining the Cash Value
The sum of the value of all Variable Account Accumulation Units attributable to
the Policy and amounts credited to the Fixed Account and the Policy Loan Account
is the Cash Value. The number of Accumulation Units credited per each
sub-account are determined by dividing the net amount allocated to the
sub-account by the Accumulation Unit Value for the sub-account for the Valuation
Period during which the premium is received by the Company. In the event part or
all of the Cash Value is surrendered or charges or deductions are made against
the Cash Value, an appropriate number of Accumulation Units from the Variable
Account and an appropriate amount from the Fixed Account will be deducted in the
same proportion that the Policy Owner's interest in the Variable Account and the
Fixed Account bears to the total Cash Value.
The Cash Value in the Fixed Account and the Policy Loan Account is credited with
interest daily at an effective annual rate which the Company periodically
declares. The annual effective rate will never be less than 4%. Upon request,
the Company will inform the Policy Owner of the then applicable rates for each
account.
Valuation Periods and Valuation Dates
A Valuation Period is the period commencing at the close of business on the New
York Stock Exchange and ending at the close of business for the next succeeding
Valuation Date. A Valuation Date is each day that the New York Stock Exchange
and the Company's Home Office are open for business or any other day during
which there is sufficient degree of trading that the current Net Asset Value of
the Accumulation Units might be materially affected.
SURRENDERING THE POLICY FOR CASH
Right to Surrender
The Policy Owner may surrender the Policy in full at any time while the policy
is in force and receive its Surrender Value. The cancellation will be effective
as of the date the Company receives a proper written request for cancellation
and the Policy. Such written request must be signed and, where permitted, the
signature guaranteed by a member firm of the New York, American, Boston,
Midwest, Philadelphia or Pacific Stock Exchange, or by a Commercial Bank or a
Savings and Loan, which is a member of the Federal Deposit Insurance
Corporation. In some cases, the Company may require additional documentation of
a customary nature.
Cash Surrender Value
The Surrender Value increases or decreases daily to reflect the investment
experience of the Variable Account and the daily crediting of interest in the
Fixed Account and the Policy Loan Account. The Surrender Value equals the
Policy's Cash Value, next computed after the date the Company receives a proper
written request for
30
<PAGE> 32
surrender and the Policy, minus any charges, Indebtedness or other deductions
due on that date, minus any Surrender Charge.
Partial Surrenders
Partial Surrenders may be made at any time after the first Policy Anniversary.
Partial surrenders will be permitted only if they satisfy the following
requirements:
1. The minimum partial surrender is $500;
2. The partial surrender may not reduce the Specified Amount to less than
the Minimum Issue Amount ($100,000);
3. After the partial surrender, the Policy continues to qualify as life
insurance.
4. The maximum partial surrender is equal to the available Cash Surrender
Value less the greater of $500 and three monthly deductions.
The Company reserves the right to limit the number of partial surrenders in each
Policy Year.
When a partial surrender is made, the Cash Value is reduced by the amount of the
partial surrender. Also, under death benefit Option 1, the Specified Amount is
reduced by the amount of the partial surrender. The Basic and Supplemental
Specified amounts are reduced proportionally. Partial surrender amounts must be
first deducted from the values in the Variable Account sub-accounts. Partial
surrenders will be deducted from the Fixed Account only to the extent that
insufficient values are available in the Variable Account sub-accounts. The
Company reserves the right to deduct a fee for each partial surrender of not
more than the lesser of $25 and 2% of the amount of the partial surrender.
On a current basis, the Company does not deduct the above fee. Certain partial
surrenders may result in currently taxable income and tax penalties (see "Tax
Matters").
Maturity Proceeds
The Maturity Date is the Policy Anniversary on or next following the younger
Insured's 100th birthday. The maturity proceeds will be payable to the Policy
Owner on the Maturity Date provided the Policy is still in force. The Maturity
Proceeds will be equal to the amount of the Policy's Cash Value, less any
Indebtedness.
Income Tax Withholding
Federal law requires the Company to withhold income tax from any portion of
surrender proceeds that is subject to tax, unless the Policy Owner advises the
Company, in writing, of his or her request not to withhold.
If the Policy Owner requests that the Company not withhold taxes, or if the
taxes withheld are insufficient, the Policy Owner may be liable for payment of
an estimated tax. The Policy Owner should consult his or her tax advisor.
POLICY LOANS
Taking a Policy Loan
After the first Policy Year, the Policy Owner may take a Policy loan using the
Policy as security. Maximum Policy Indebtedness is limited to 90% of the Cash
Value less any Surrender Charge. Maximum Policy Indebtedness, in Texas, is
limited to 90% of the Cash Value in the sub-accounts and 100% of the Cash Value
in the Fixed Account less any Surrender Charge less interest due on the next
Policy Anniversary. The Cash Value less Surrender Charge is determined as of the
loan date. The Company will not grant a loan for an amount less than $1,000.
Should the Death Proceeds become payable, the Policy be surrendered, or the
Policy mature while a loan is outstanding, the amount of Policy Indebtedness
will be deducted from the Death Benefit, Surrender Value or the Maturity Value,
respectively.
Any request for a Policy loan must be in written form satisfactory to the
Company. The request must be signed and, where permitted, the signature
guaranteed by a member firm of the New York, American, Boston, Midwest,
Philadelphia or Pacific Stock Exchange; or by a Commercial Bank or a Savings and
Loan which is a member of the Federal Deposit Insurance Corporation. Certain
policy loans may result in currently taxable income and tax penalties (see "Tax
Matters").
A Policy Owner considering the use of policy loans in connection with his or her
retirement income plan should consult his or her personal tax adviser regarding
potential tax consequences that may arise if necessary
31
<PAGE> 33
payments are not made to keep the Policy from lapsing. The amount of such
payments necessary to prevent the Policy from lapsing would increase with age
(see "Tax Matters").
Effect on Investment Performance
When a loan is made, an amount equal to the amount of the loan is transferred
from the Variable Account to the Policy Loan Account. If the assets relating to
a Policy are held in more than one sub-account, withdrawals from sub-accounts
will be made in proportion to the assets in each Variable sub-account at the
time of the loan. Policy loans will be transferred from the Fixed Account only
when insufficient amounts are available in the Variable sub-accounts. The amount
taken out of the Variable Account will not be affected by the Variable Account's
investment experience while the loan is outstanding.
Interest
On a current basis, policy loans are credited with an annual effective rate of
5.1% during policy years 2 through 10 and an annual effective rate of 6% during
the 11th and subsequent policy years. The rate is guaranteed never to be lower
than 5.1%. The Company may change the current interest crediting rate on policy
loans at any time at its sole discretion. The loan interest rate is 6% per year
for all Policy loans. In the event that it is determined that such loans will be
treated, as a result of the differential between the interest crediting rate and
the loan interest rate, as taxable distributions under any applicable ruling,
regulation, or court decision, the Company retains the right to increase the net
cost (by decreasing the interest crediting rate) on all subsequent policy loans
to an amount that would result in the transaction being treated as a loan under
Federal tax law. If this amount is not prescribed by such ruling, regulation, or
court decision, the amount will be that which the Company considers to be more
likely to result in the transaction being treated as a loan under Federal tax
law.
Amounts transferred to the Policy Loan Account will earn interest daily from the
date of transfer. The earned interest is transferred from the Policy Loan
Account to a Variable Account or the Fixed Account on each Policy Anniversary,
at the time a new loan is requested, or at the time of loan repayment. The
earned interest will be allocated according to the Underlying Mutual Fund
allocation factors in effect at the time of the transfer.
Interest is charged daily and is payable at the end of each Policy Year or at
the time of loan repayment. Unpaid interest will be added to the existing Policy
Indebtedness as of the due date and will be charged interest at the same rate as
the rest of the Indebtedness.
Whenever the total Policy Indebtedness exceeds the Cash Value less any Surrender
Charges, the Company will send a notice to the Policy Owner and the assignee, if
any. The Policy will terminate without value 61 days after the mailing of the
notice unless a sufficient repayment is made during that period. A repayment is
sufficient if it is large enough to reduce the total Policy Indebtedness to an
amount equal to the total Cash Value less any Surrender Charges plus an amount
sufficient to continue the Policy in force for 3 months.
Effect on Death Benefit and Cash Value
A Policy loan, whether or not repaid, will have a permanent effect on the Death
Benefit and Cash Value because the investment results of the Variable Account or
the Fixed Account will apply only to the non-loaned portion of the Cash Value.
The longer the loan is outstanding, the greater the effect is likely to be.
Depending on the investment results of the Variable Account or the Fixed Account
while the loan is outstanding, the effect could be favorable or unfavorable.
Repayment
All or part of the Indebtedness may be repaid at any time while the Policy is in
force during either Insured's lifetime. Any payment intended as a loan
repayment, rather than a premium payment, must be identified as such. Loan
repayments will be credited to the Variable sub-accounts and the Fixed Account
in proportion to the Policy Owner's Underlying Mutual Fund allocation factors in
effect at the time of the repayment. Each repayment may not be less than $50.
The Company reserves the right to require that any loan repayments resulting
from Policy loans transferred from the Fixed Account must be first allocated to
the Fixed Account.
HOW THE DEATH BENEFIT VARIES
Calculation of the Death Benefit
At issue, the Policy Owner selects premium and the Specified Amount which
consists of the Basic Coverage and the Supplemental Coverage, if any (see
"Underwriting and Insurance").
32
<PAGE> 34
While the Policy is in force, the death benefit will never be less than the
Specified Amount. The death benefit may vary with the Cash Value of the Policy,
which depends on investment performance.
The Policy Owner chooses one of two death benefit options. Under Option 1, the
death benefit will be the greater of the Specified Amount or the Applicable
Percentage of Cash Value (see below). Under Option 1, the amount of the death
benefit will ordinarily not change for several years to reflect the investment
performance and may not change at all. If investment performance is favorable,
the amount of death benefit may increase. To see how and when investment
performance will begin to affect death benefits, please see the illustrations.
Under Option 2, the death benefit will be the greater of the Specified Amount
plus the Cash Value, or the Applicable Percentage of Cash Value. Under "Option
2," the amount of the Death Benefit will vary directly with the investment
performance.
The term "Applicable Percentage" means the percentage shown in the
"Applicable Percentage of Cash Value Table." The Applicable Percentage depends
on whether the Policy Owner elected the Guideline Premium/Cash Value Corridor
Test or the Cash Value Accumulation Test. The following tables illustrate
applicable percentages:
TABLE OF APPLICABLE PERCENTAGES OF CASH VALUE FOR GUIDELINE PREMIUM/CASH VALUE
CORRIDOR TEST
<TABLE>
<CAPTION>
Attained Age Percentage Attained Age Percentage Attained Age Percentage
of Younger of Cash of Younger of Cash of Younger of Cash
Insured Value Insured Value Insured Value
------- ----- ------- ----- ------- -----
<C> <C> <C> <C> <C> <C>
0-40 250% 60 130% 80 105%
41 243% 61 128% 81 105%
42 236% 62 126% 82 105%
43 229% 63 124% 83 105%
44 222% 64 122% 84 105%
45 215% 65 120% 85 105%
46 209% 66 119% 86 105%
47 203% 67 118% 87 105%
48 197% 68 117% 88 105%
49 191% 69 116% 89 105%
50 185% 70 115% 90 105%
51 178% 71 113% 91 104%
52 171% 72 111% 92 103%
53 164% 73 109% 93 102%
54 157% 74 107% 94 101%
55 150% 75 105% 95 101%
56 146% 76 105% 96 101%
57 142% 77 105% 97 101%
58 138% 78 105% 98 101%
59 134% 79 105% 99 101%
100 100%
</TABLE>
33
<PAGE> 35
THE CASH VALUE ACCUMULATION TEST
This test also requires the Death Benefit to exceed an applicable percentage of
the Cash Value. These applicable percentages are the net inverses of net single
premiums based on an interest rate of 4% and 1980 CSO guaranteed mortality as
prescribed in Code Section 7702 for the Cash Value Accumulation Test. These
premiums vary with the ages, sexes, and risk classifications of the Insureds.
The table below provides an example of applicable percentages for the Cash Value
Accumulation Test. This example is for a male non-tobacco preferred issue age 55
and a female non-tobacco preferred issue age 55.
<TABLE>
<CAPTION>
Percentage of Percentage of Percentage of
Policy Year Cash Value Policy Year Cash Value Policy Year Cash Value
----------- ---------- ----------- ---------- ----------- ----------
<C> <C> <C> <C> <C> <C>
1 302% 16 174% 31 121%
2 290% 17 169% 32 119%
3 279% 18 164% 33 118%
4 269% 19 159% 34 116%
5 259% 20 154% 35 115%
6 249% 21 150% 36 113%
7 240% 22 146% 37 112%
8 231% 23 142% 38 111%
9 223% 24 139% 39 110%
10 215% 25 136% 40 108%
11 207% 26 133% 41 107%
12 200% 27 130% 42 106%
13 193% 28 127% 43 104%
14 186% 29 125% 44 103%
15 180% 30 123% 45 102%
</TABLE>
Proceeds Payable on Death
The actual Death Proceeds payable on the death of the last surviving Insured
will be the death benefit as described above, less any Policy Indebtedness, and
less any unpaid Policy Charges. Under certain circumstances, the Death Proceeds
may be adjusted (see "Incontestability", "Error in Age or Sex", and "Suicide").
RIGHT OF CONVERSION
The Policy Owner may at any time, upon written request to the Company within 24
months of the Policy Date, make an irrevocable, one time election to transfer
all sub-account Cash Values to the Fixed Account. The Right of Conversion
provision is subject to state availability.
CHANGES OF INVESTMENT POLICY
The Company may materially change the investment policy of the Variable Account.
The Company must inform the Policy Owners and obtain all necessary regulatory
approvals. Any change must be submitted to the various state insurance
departments which may disapprove it if deemed detrimental to the interests of
the Policy Owners or if it renders the Company's operations hazardous to the
public. A Policy Owner who objects may, upon written request, transfer all
sub-account Cash Values to the Fixed Account. The Policy Owner has the later of
60 days (6 months in Pennsylvania) from the date of the investment policy change
or 60 days (6 months in Pennsylvania) from being informed of such change to make
this transfer. No transfer charge will be assessed.
34
<PAGE> 36
GRACE PERIOD
- -Without Death Benefit Guarantees
If the Surrender Value on a Monthly Anniversary Day is not sufficient to cover
the current monthly deduction, and no Death Benefit Guarantee is in effect, a
Grace Period will be allowed for the payment of a premium of at least 4 times
the current monthly deduction. The Company will send you a notice at the start
of the Grace Period at the last known address stating the amount of premium
required. The Grace Period will end 61 days after the later of the day the
Company mails the notice and the Monthly Anniversary Date when the Surrender
Value was insufficient. If the required amount is not paid by the end of the
Grace Period, this Policy will terminate without value. The Company will pay the
Death Proceeds if the Death Proceeds become payable during the Grace Period.
- - Lifetime Death Benefit Guarantee
The Policy will not lapse if on each Monthly Anniversary Date, (1) is greater
than or equal to (2), where:
1. is the sum of all premiums paid to date less any Indebtedness and less
any previous partial surrenders, and
2. is the sum of the Lifetime Death Benefit Guarantee Premiums due since
the Policy Date including such premium for the current Monthly
Anniversary Date.
The Lifetime Death Benefit Guarantee is not permanently lost when premium
payments fall below those required to maintain this benefit. Payment of enough
premium to make (1) greater than or equal to (2) restores the benefit. Any
increase or decrease in Specified Amount would increase or decrease the minimum
guaranteed amount, respectively.
The Lifetime Death Benefit Guarantee Premium is shown on the Policy Data Page.
The Lifetime Death Benefit Guarantee Premium is the same as the IRS Guideline
Level Premium.
- - Limited Death Benefit Guarantee
During the Limited Death Benefit Guarantee Period, the Policy will not lapse if
on each Monthly Anniversary Date (1) is greater than or equal to (2), where:
1. is the sum of all premiums paid to date less any Indebtedness and less
any previous partial surrenders, and
2. is the sum of the Limited Death Benefit Guarantee Premiums due since
the Policy Date including such premium for the current Monthly
Anniversary Date.
The Limited Death Benefit Guarantee is not permanently lost when premium
payments fall below those required to maintain this benefit. Payment of enough
premium to make (1) greater than or equal to (2) restores the benefit. Any
increase or decrease in Specified Amount would increase or decrease the minimum
guaranteed amount, respectively.
The Limited Death Benefit Guarantee Period runs from the Policy Date to the
Policy Anniversary on or next following the younger Insured's 75th birthday.
The Limited Death Benefit Guarantee Premium is shown on the Policy Data Page. It
is the percentage of the IRS Guideline Level Premium shown below. The first
percentage in each cell is for the first three policy years, or to the end of
the Limited Death Benefit Guarantee Period, if less than three years; the second
percentage is for the remainder of the Limited Death Benefit Guarantee period,
if any.
Average of Insureds Issue Ages Under Option 1
<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------
0-39 40-45 46 47 48 49 50-59 60+
Policy Size -------------------------------------------------------------------------------------------------
(000)
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
100-249 90,50 70,50 70,52 70,54 70,56 70,58 70,60 40,60
- --------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------
250-499 50,50 45,50 45,52 45,54 45,56 45,58 35,60 30,60
- --------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------
500+ 45,50 35,50 35,52 35,54 35,56 35,58 30,60 25,60
- --------------------------------------------------------------------------------------------------------------------
<CAPTION>
Average of Insureds Issue Ages Under Option 2*
-------------------------------------------------------------------------------------------------
0-39 40-45 46 47 48 49 50-59 60+
Policy Size -------------------------------------------------------------------------------------------------
(000)
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
100-249 30,17 24,17 24,18 24,19 24,20 24,21 25,22 15,23
- --------------------------------------------------------------------------------------------------------------------
</TABLE>
35
<PAGE> 37
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
250-499 16,16 15,17 15,18 15,19 15,20 15,21 13,22 11,23
- --------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------
500+ 13,16 12,17 12,18 12,19 12,20 12,21 11,22 10,23
- --------------------------------------------------------------------------------------------------------------------
</TABLE>
* Shown as a percentage of the Option 2 IRS Guideline Level Premium.
REINSTATEMENT
If the Grace Period ends and the Policy Owner has neither paid the required
premium nor surrendered the Policy for its Cash Surrender Value, the Policy
lapses. The Policy Owner may reinstate the Policy provided both Insureds are
alive on the date of reinstatement by:
1. submitting a written request at any time within 3 years after the end
of the Grace Period and prior to the Maturity Date;
2. providing evidence of insurability of both Insureds satisfactory to
the Company;
3. paying sufficient premium to cover all policy charges that were due
and unpaid during the Grace Period if the Policy terminated in the
fourth or later policy year;
4. paying sufficient premium to keep the Policy in force for 3 months
from the date of reinstatement; and
5. paying or reinstating any Indebtedness against the Policy which
existed at the end of the Grace Period.
The effective date of a reinstated Policy will be the Monthly Anniversary Day on
or next following the date the application for reinstatement is approved by the
Company. If your Policy is reinstated, the Cash Value on the date of
reinstatement, but prior to applying any premiums or loan repayments received,
will be set equal to the lesser of:
1. the Cash Value at the end of the Grace Period; or
2. the Surrender Charge for the Policy Year in which the Policy was
reinstated.
Unless the Policy Owner has provided otherwise, all amounts will be allocated
based on the Underlying Mutual Fund allocation factors in effect at the start of
the Grace Period.
THE FIXED ACCOUNT OPTION
Under exemptive and exclusionary provisions, interests in the Company's General
Account have not been registered under the Securities Act of 1933 and the
General Account has not been registered as an investment company under the
Investment Company Act of 1940. Accordingly, neither the General Account nor any
interests therein is subject to the provisions of these Acts, and the Company
has been advised that the staff of the Securities and Exchange Commission has
not reviewed the disclosures in this prospectus relating to the Fixed Account
option. Disclosures regarding the General Account may, however, be subject to
certain generally applicable provisions of the federal securities laws
concerning the accuracy and completeness of statements made in prospectuses.
As explained earlier, a Policy Owner may elect to allocate or transfer all or
part of the Cash Value to the Fixed Account and the amount allocated or
transferred becomes part of the Company's General Account. The Company's General
Account consist of all assets of the Company other than those in the Variable
Account and in other separate accounts that have been or may be established by
the Company. Subject to applicable law, the Company has sole discretion over the
investment of the assets of the General Account, and Policy Owners do not share
in the investment experience of those assets. The Company guarantees that the
part of the Cash Value invested under the Fixed Account option will accrue
interest daily at an effective annual rate that the Company declares
periodically. The Fixed Account crediting rate will not be less than an
effective annual rate of 4%. Upon request the Company will inform a Policy Owner
of the then applicable rate. The Company is not obligated to credit interest at
a higher rate.
CHANGES IN EXISTING INSURANCE COVERAGE
The Policy Owner may request certain changes in the insurance coverage under the
Policy. Any request must be in writing and received at the Company's Home
Office. No change will take effect unless the Cash Surrender Value, after the
change, is sufficient to keep the Policy in force for at least 3 months. Any
approved change will
36
<PAGE> 38
have an effective date of the Monthly Anniversary Day on or next following the
date the Company approves the application for the change. Basic Coverage and
Supplemental Coverage will change proportionally. The Company reserves the right
to limit the number of Specified Amount changes to one each Policy Year.
Specified Amount Increases
After the first Policy Year, the Policy Owner may request an increase to the
Specified Amount. Any increase will be subject to the following conditions:
1. satisfactory evidence of insurability of both Insureds is provided;
2. the increase is for a minimum of $10,000; and
3. age limits are the same as for a new issue.
Specified Amount Decreases
After the first Policy Year, the Policy Owner may also request a decrease to the
Specified Amount. Any such decrease shall reduce insurance in the following
order:
1. insurance provided by the most recent increase;
2. the next most recent increases successively; and
3. insurance provided under the original application.
The Company will refuse a request for a decrease which would:
1. reduce the Specified Amount to less than the minimum issue amount; or
2. disqualify the Policy as a contract for life insurance.
Changes in the Death Benefit Option
After the first Policy Year, the Policy Owner may change the death benefit
option under the Policy. If the change is from Option 1 to Option 2, the
Specified Amount will be decreased by the amount of the Cash Value. Basic
Coverage and Supplemental Coverage will be decreased proportionally. If the
change is from Option 2 to Option 1, the Specified Amount will be increased by
the amount of the Cash Value. Basic Coverage and Supplemental Coverage will be
increased proportionally. Evidence of insurability is not required for a change
from Option 2 to Option 1. The Company reserves the right to require evidence of
insurability for a change from Option 1 to Option 2. The effective date of the
change will be the Monthly Anniversary Date on or next following the date the
Company approves the request for change. Only one change of option is permitted
per Policy Year. A change in death benefit option will not be permitted if it
results in the total premiums paid exceeding the then current maximum premium
limitations prescribed by the Internal Revenue Service to qualify the Policy as
a life insurance contract.
OTHER POLICY PROVISIONS
Policy Owner
While either Insured is living, all rights in this Policy are vested in the
Policy Owner named in the application or as subsequently changed, subject to
assignment, if any.
The Policy Owner may name a contingent Policy Owner or a new Policy Owner while
either Insured is living. Any change must be in a written form satisfactory to
the Company and recorded at the Company's Home Office. Once recorded, the change
will be effective when signed. The change will not affect any payment made or
action taken by the Company before it was recorded. The Company may require that
the Policy be submitted for endorsement before making a change.
If the Policy Owner dies before both Insureds have died, and there is no
contingent Policy Owner, the Policy Owner's rights in this Policy belong to the
Policy Owner's estate.
Beneficiary
The Beneficiary(ies) shall be as named in the application or as subsequently
changed, subject to assignment, if any.
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<PAGE> 39
The Policy Owner may name a new Beneficiary while either Insured is living. Any
change must be in a written form satisfactory to the Company and recorded at the
Company's Home Office. Once recorded, the change will be effective when signed.
The change will not affect any payment made or action taken by the Company
before it was recorded.
If any Beneficiary predeceases the Insured, that Beneficiary's interest passes
to any surviving Beneficiary(ies), unless otherwise provided. Multiple
Beneficiaries will be paid in equal shares, unless otherwise provided. If no
named Beneficiary is living when Death Proceeds become payable, the Death
Proceeds shall be paid to the Policy Owner or the Policy Owner's estate.
Assignment
While either Insured is living, the Policy Owner may assign his or her rights in
the Policy. The assignment must be in writing, signed by the Policy Owner and
recorded by the Company at its Home Office. Any assignment will not affect any
payments made or actions taken by the Company before it was recorded. The
Company is not responsible for any assignment not submitted for recording, nor
is the Company responsible for the sufficiency or validity of any assignment.
The assignment will be subject to any Indebtedness.
Incontestability
The Company will not contest payment of the Death Proceeds based on the initial
Specified Amount after the Policy has been in force during the lifetimes of both
Insureds for 2 years from the Policy Date. For any increase in Specified Amount
requiring evidence of insurability, the Company will not contest payment of the
Death Proceeds based on such an increase after it has been in force during the
lifetimes of both Insureds for 2 years from its effective date.
Error in Age or Sex
If the age or sex of either Insured has been misstated, the affected benefits
will be adjusted by the ratio of the last monthly cost of insurance deducted to
the monthly cost of insurance that would have been deducted based on the true
age and sex of each Insured.
Suicide
If either Insured dies by suicide, while sane or insane, within two years from
the Policy Date, the Company will pay no more than the sum of the premiums paid,
less any Indebtedness and less any partial surrenders. If either Insured dies by
suicide, while sane or insane, within two years from the date an application is
accepted for an increase in the Specified Amount, the Company will pay no more
than the amount paid for such additional benefit.
Nonparticipating Policies
These are nonparticipating Policies on which no dividends are payable. These
Policies do not share in the profits or surplus earnings of the Company.
Riders
A rider may be added as an addition to the Policy. Riders currently include:
1. Maturity Extension Endorsement;
2. Policy Split Option; and
3. Estate Protection.
Rider availability varies by state.
LEGAL CONSIDERATIONS
On July 6, 1983, the U.S. Supreme Court held in Arizona Governing Committee v.
Norris that certain annuity benefits provided by employers' retirement and
fringe benefit programs may not vary between men and women on the basis of sex.
This decision applies only to benefits derived from premiums paid on or after
August 1, 1983. The Policies offered by this prospectus are based upon actuarial
tables which distinguish between men and women and thus the Policies provide
different benefits to men and women of the same age. Accordingly,
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<PAGE> 40
employers and employee organizations should consider, in consultation with legal
counsel, the impact of Norris on any employment related insurance or benefit
program before purchasing this Policy.
DISTRIBUTION OF THE POLICIES
The Policies will be sold by licensed insurance agents in those states where the
Policies may lawfully be sold. Such agents will be registered representatives of
broker dealers registered under the Securities Exchange Act of 1934 who are
members of the National Association of Securities Dealers, Inc. ("NASD"). The
Policies will be distributed by the General Distributor, Nationwide Advisory
Services, Inc.
NAS is a corporation which was organized under the laws of the State of Ohio on
April 8, 1965. NAS is both a broker-dealer and registered investment adviser. As
such, it is the principal underwriter for several open-end investment companies
and for a number of separate accounts issued by the Company and Nationwide Life
and Annuity Insurance Company ("NLAIC") to fund the benefits of variable
insurance and annuity policies. NAS also currently acts as the investment
adviser and/or administrator for the mutual fund portfolios sold through NAS's
registered representatives and for some of the mutual fund portfolios which act
as underlying investment options for the variable insurance and annuity policies
issued by the Company or NLAIC.
NAS acts as general distributor for the Nationwide Multi-Flex Variable Account,
Nationwide DC Variable Account, Nationwide DCVA-II, Nationwide Variable
Account-II, Nationwide Variable Account-5, Nationwide Variable Account-6,
Nationwide Variable Account-8, Nationwide VA Separate Account-A, Nationwide VA
Separate Account-B, Nationwide VA Separate Account-C, Nationwide VL Separate
Account-A, Nationwide VL Separate Account-B, Nationwide VLI Separate Account-2,
Nationwide VLI Separate Account-3, NACo Variable Account and the Nationwide
Variable Account, all of which are separate investment accounts of the Company
or its affiliates. NAS is a wholly owned subsidiary of the Company.
NAS also acts as principal underwriter for the Nationwide Investing Foundation,
Nationwide Separate Account Trust, Financial Horizons Investment Trust,
Nationwide Investing Foundation II, and Nationwide Asset Allocation Trust, which
are open-end management investment companies.
Gross first year commissions plus any expense allowance payments paid by the
Company on the sale of these policies provided by the General Distributor will
not exceed 80% of first year premiums up to the target premium plus 4% of any
excess premium payments. Gross renewal commissions in years 2-10 paid by the
Company will not exceed 4% of actual premium payment, and will not exceed 1% in
years 11+.
CUSTODIAN OF ASSETS
The Company serves as the Custodian of the assets of the Variable Account.
TAX MATTERS
Policy Proceeds
Section 7702 of the Code provides that if certain tests are met, a Policy will
be treated as a life insurance Policy for federal tax purposes. The Company will
monitor compliance with these tests. The Policy should thus receive the same
federal income tax treatment as fixed benefit life insurance. As a result, the
Death Proceeds payable under a Policy are excludable from gross income of the
beneficiary under Section 101 of the Code.
Although the Company believes that the Policy is in compliance with Section 7702
of the Code, the manner in which Section 7702 should be applied to certain
features of a last survivor variable life insurance Policy is not directly
addressed by Section 7702. In the absence of final regulations or other guidance
issued under Section 7702, there is some uncertainty whether a last survivor
variable life insurance contract will satisfy the Section 7702 definition of a
life insurance contract.
Section 7702A of the Code defines Modified Endowment Contracts as those Policies
issued or materially changed on or after June 21, 1988 on which the total
premiums paid during the first seven years exceed the amount that would have
been paid if the Policy provided for paid up benefits after seven level annual
premiums (see "Information about the Policies"). The Code provides for taxation
of surrenders, partial surrenders, loans, collateral assignments and other
pre-death distributions from Modified Endowment Contracts (other than certain
distributions to terminally ill or chronically ill individuals) are subject to
federal income taxes a manner similar to the way annuities are taxed. Modified
Endowment Contract distributions are defined by the Code as amounts not received
as an annuity and are taxable to the extent the Cash Value of the Policy
exceeds, at the time of
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<PAGE> 41
distribution, the premiums paid into the Policy. A 10% tax penalty generally
applies to the taxable portion of such distributions unless the Policy Owner is
over age 59 1/2 or disabled. Under certain circumstances, certain distributions
made under a Policy on the life of a "terminally ill individual" or a
"chronically ill individual," as those terms are defined in the Code, are
excludible from gross income.
The Policies offered by this prospectus may or may not be issued as Modified
Endowment Contracts. The Company will monitor premiums paid and will notify the
Policy Owner when the Policy's non-modified endowment status is in jeopardy. If
a Policy is not a Modified Endowment Contract, a cash distribution during the
first 15 years after a Policy is issued which causes a reduction in death
benefits may still become fully or partially taxable to the Owner pursuant to
Section 7702(f)(7) of the Code. The Policy Owner should carefully consider this
potential effect and seek further information before initiating any changes in
the terms of the Policy. Under certain conditions, a Policy may become a
Modified Endowment as a result of a material change or a reduction in benefits
as defined by Section 7702A(c) of the Code.
In addition to meeting the tests required under Sections 7702, Section 817(h) of
the Code requires that the investments of separate accounts such as the Variable
Account be adequately diversified. Regulations issued by the Secretary of the
Treasury, set the standards for measuring the adequacy of this diversification.
To be adequately diversified, each sub-account of the Variable Account must meet
certain tests. The Company believes that the investments of the Variable Account
meet the applicable diversification standards. The regulations provide that a
variable life Policy which does not satisfy the diversification standards will
not be treated as life insurance under Section 7702 of the Internal Revenue
Code, unless the failure to satisfy regulations was inadvertent, the failure is
corrected, and the Policy Owner or the Company pays an amount to the Internal
Revenue Service. The amount will be based on the tax that would have been paid
by the Policy Owner if the income, for the period the Policy was not
diversified, had been received by the Policy Owner. If the failure to diversify
is not corrected in this manner, the Policy Owner of the life Policy will be
deemed the owner of the underlying securities and will be taxed on the earnings
of his or her account.
Representatives of the Internal Revenue Service have suggested, from time to
time, that the number of Underlying Mutual Funds available or the number of
transfer opportunities available under a variable product may be relevant in
determining whether the product qualifies for the desired tax treatment. No
formal guidance has been issued in this area. Should the Secretary of the
Treasury issue additional rules or regulations limiting the number of Underlying
Mutual Funds, transfers between Underlying Mutual Funds, exchanges of Underlying
Mutual Funds or changes in investment objectives of Underlying Mutual Funds such
that the Policy would no longer qualify as life insurance under Section 7702 of
the Code, the Company will take whatever steps are available to remain in
compliance.
The Company will monitor compliance with these regulations and, to the extent
necessary, will change the objectives or assets of the sub-account investments
to remain in compliance.
A total surrender or cancellation of the Policy by lapse or the maturity of the
Policy on its Maturity Date may have adverse tax consequences. If the amount
received by the Policy Owner plus total Policy Indebtedness exceeds the premiums
paid into the Policy, the excess generally will be treated as taxable income,
regardless of whether or not the Policy is a modified endowment contract.
Federal estate tax is integrated with federal gift tax under a unified rate
schedule. In general, estates less than $600,000 will not incur a federal estate
tax liability. In addition, an unlimited marital deduction may be available for
federal estate and gift tax purposes. The unlimited marital deduction permits
the deferral of taxes until the death of the surviving spouse, when the death
benefit would be available to pay taxes due and other expenses incurred.
If the Policy Owner (whether or not he or she is an Insured) transfers ownership
of the Contract to someone two or more generations younger, the transfer may be
subject to the generation-skipping transfer tax ("GSTT"), the taxable amount
being the value of the Policy. The GSTT provisions generally apply to transfers
subject to estate and gift tax rules. Individuals generally are permitted an
aggregate exemption of $1 million. Since these rules are complex, the Policy
Owner should consult with a tax adviser for specific information on the transfer
of benefits to younger generations.
- - Non-Resident Aliens
Distributions to nonresident aliens ("NRAs") are generally subject to federal
income tax and tax withholding, at a
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<PAGE> 42
statutory rate of 30% of the amount of income that is distributed. The Company
is required to withhold such amount from the Distribution and remit it to the
Internal Revenue Service. Distributions to certain NRAs may be subject to lower,
or in certain instances zero, tax and withholding rates, if the United States
has entered into an applicable treaty. However, in order to obtain the benefits
of such treaty provisions, the NRA must give to the Company sufficient proof of
his or her residency and citizenship in the form and manner prescribed by the
Internal Revenue Service. In addition, for any Distribution made after December
31, 1997, the NRA must obtain an individual Taxpayer Identification Number from
the Internal Revenue Service, and furnish that number to the Company prior to
the Distribution. If the Company does not have the proper proof of citizenship
or residency and (for Distributions after December 31, 1997) a proper individual
Taxpayer Identification Number prior to any Distribution, the Company will be
required to withhold 30% of the income, regardless of any treaty provision.
A payment may not be subject to withholding where the recipient sufficiently
establishes to the Company that such payment is effectively connected to the
recipient's conduct of a trade or business in the United States and that such
payment is includable in the recipient's gross income for United States federal
income tax purposes, Any such distributions may be subject to back-up
withholding at the statutory rate (currently 31%) if no taxpayer identification
number, or an incorrect taxpayer identification number, is provided.
State and local estate, inheritance income and other tax consequences of
ownership or receipt of Policy proceeds depend on the circumstances of each
Policy Owner or Beneficiary. A Policy Owner should consult with a competent tax
adviser for specific information regarding the applicability of such taxes.
- -Taxation of Policy Split Option Rider
The Policy Split Option Rider permits a Policy to be split into two other single
life insurance contracts upon the occurrence of a divorce of the joint Insureds
or certain other changes in federal estate tax.
A Policy split could have adverse tax consequences. It is not clear whether a
Policy split will be treated as a nontaxable exchange under Section 1035 of the
Code. If a Policy split is not treated as a nontaxable exchange, a split could
result in the recognition of taxable income in an amount up to any gain in the
Policy at the time of the split. Additionally, it is not clear whether, in all
circumstances, the resulting individual contracts would be treated as life
insurance contracts for federal income tax purposes and, if so treated, whether
the individual contracts would be classified as Modified Endowment Contracts.
Before the Policy Owner exercised rights provided by the Policy split option
rider, it is important that a competent tax adviser be consulted regarding the
possible consequences of a Policy split.
- - Federal Estate and Generation-Skipping Transfer Taxes
The federal estate tax is integrated with the federal gift tax under a unified
tax rate schedule. In general, an estate of less than $600,000 (inclusive of
certain predeath gifts) will not incur a federal estate tax liability. In
addition, an unlimited marital deduction may be available for federal estate tax
purposes, for certain amounts that pass to the surviving spouse.
Upon the death of the last Insured to die, the death benefit will generally be
included in such Insured's federal gross estate if: (1) the Death Proceeds were
payable to or for the benefit of such Insured's estate; or (2) such Insured held
any "incident of ownership" in the Policy at death or at any time within three
years of death. An incident of ownership is, in general, any right that may be
exercised by the Policy, such as the right to borrow on the Policy, or the right
to name a new Beneficiary.
If the Policy Owner (whether or not he or she is an Insured) transfers ownership
of the Policy to another person, such transfer may be subject to a federal gift
tax. In addition, if such Policy Owner transfers the Policy to someone two or
more generations younger than the Policy Owner, the transfer may be subject to
the federal generation-skipping transfer tax ("GSTT"), the taxable amount being
the value of the Policy.
Similarly, if the Beneficiary is two or more generations younger than an
Insured, the payment of the Death Proceeds at the death of such Insured may be
subject to the GSTT. Pursuant to regulations recently promulgated by the U.S.
Treasury Department, the Company may be required to withhold a portion of the
Death Proceeds and pay them directly to the Internal Revenue Service as the GSTT
liability.
The GSTT provisions generally apply to the same transfers that are subject to
estate or gift taxes.
The tax rate is a flat rate equal to the maximum estate tax rate (currently
55%), and there is a provision for an aggregate $1 million exemption. Due to the
complexity of these rules, the Policy Owner should consult with counsel and
other competent advisors regarding these taxes,
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Taxation of the Policy
Section 7702 of the Code provides that, if one of two alternative qualification
tests is met, a Policy will be treated as life insurance for federal tax
purposes. The two tests are referred to as the Cash Value Accumulation Test and
the Guideline Premium/Cash Value Corridor Test.
Under the Cash Value Accumulation Test, the terms of the Policy must, generally,
provide that the cash surrender value of the Policy, as defined in Section 7702
of the Code, cannot at any time exceed the net single premium required to fund
the future benefits under the Policy. The net single premium under the Policy
will vary according to the age, sex and underwriting classification of the
Insureds. Under this test, premiums may be paid as long as the death benefits is
at least equal to the benefit that could be purchased with a net single premium
equal to the Cash Value. A table showing an example of the relationship between
the Cash Value and death benefit under this test is found in the "How the Death
Benefit Varies" section.
Under the Guideline Premium/Cash Value Corridor Test, the sum of the premiums
paid into the Policy cannot, at any time, exceed the guideline premium
limitation described in Section 7702 of the Code. Additionally, a minimum death
benefit must be provided, based on the Cash Value. A table showing the required
relationship between the Cash Value and the Death Benefit under this test is
found in the "How the Death Benefit Varies" section. Policy Owners selecting
this test may also select either an Option 1 or Option 2 death benefit. A
detailed explanation of the two options is found under the heading "How the
Death Benefit Varies."
The Policy Owners must choose one of these two qualifications tests on the
application. Once elected, the qualification test cannot be changed for the
duration of the Policy. If neither test is designated on the application, the
Guideline Premium/Cash Value Corridor Test with and Option 1 Death Benefit will
be assumed by the Company to have been selected.
The Policy should receive the same federal tax treatment as a fixed benefit life
insurance Policy. The Death Benefit paid under the Policy that satisfies the
statutory definition of life insurance is excludable from the gross income of
the beneficiary under Section 101 of the Code.
Regardless of which test is selected, the Company will monitor compliance with
statutory definition of life insurance for federal tax purposes.
Description of Cash Value Accumulation Test and Guideline Premium/Cash Value
Corridor Test
Section 7702(b)(1) of the Code provides that if one of two alternate tests are
met, a Policy will be treated as a life insurance for federal tax purposes. The
two tests are referred to as the Cash Value Accumulation Test and the Guideline
Premium/Cash Value Corridor Test.
The Cash Value Accumulation Test generally requires that under the terms of a
life insurance Policy, the death benefit must be sufficient so that the cash
surrender value, as defined in Section 7702(f)(2), does not at any time exceed
the net single premium required to fund the future benefits under the Policy.
The net single premium under the Policy will vary according to the age, sex and
underwriting classification of the Insureds.
Under the Cash Value Accumulation Test, there is no limit to the amount that may
be paid in premiums as long as there is sufficient death benefit in relation to
the Account Value at all times. A table containing the applicable percentage of
Cash Value can be found in the "How the Death Benefit Varies" section.
The Guideline Premium/Cash Value Corridor Test requires that the sum of the
premiums paid into the Contract does not at any time exceed the guideline
premium limitation. Additionally, a minimum corridor of Death Benefit in
relation to Account Value must be maintained.
Policy Owners who elect this test are given the option of electing either an
Option 1 or Option 2 death benefit. Please refer to "How The Death Benefit
Varies" for a detailed explanation.
The Policy Owners must make the election of death benefit qualification tests on
the application. Once elected, the Death Benefit qualification test cannot be
changed for the duration of the Policy. If no option is designated, the
guideline premium test Option 1 will be assumed by the Company to have been
selected.
Regardless of which test is selected, the Company will monitor compliance to
assure that the Policy meets the statutory definition of life insurance for
federal tax purposes. The Policy should thus receive the same federal income tax
treatment as fixed benefit life insurance. As a result, the Death Proceeds
payable under a Policy are excludable from gross income of the beneficiary under
Section 101 of the Code.
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The Policy Owner elects either the Cash Value Accumulation Test or the Guideline
Premium/Cash Value Corridor Test in the application. This election is
irrevocable.
Taxation of the Company
The Company is taxed as a life insurance company under the Code. Since the
Variable Account is not a separate entity from the Company and its operations
form a part of the Company, it will not be taxed separately as a "regulated
investment company" under Sub-chapter M of the Code. Investment income and
realized capital gains on the assets of the Variable Account are reinvested and
taken into account in determining the value of Accumulation Units. As a result,
such investment income and realized capital gains are automatically applied to
increase reserves under the Policies.
The Company does not initially expect to incur any Federal income tax liability
that would be chargeable to the Variable Account. Based upon these expectations,
no charge is currently being made against the Variable Account for federal
income taxes. If, however, the Company determines that on a separate company
basis such taxes may be incurred, it reserves the right to assess a charge for
such taxes against the Variable Account.
The Company may also incur state and local taxes (in addition to premium taxes)
in several states. At present, these taxes are not significant. If they
increase, however, charges for such taxes may be made.
Tax Changes
The foregoing discussion, which is based on the Company's understanding of
federal tax laws as they are currently interpreted by the Internal Revenue
Service, is general and is not intended as tax advice.
In the recent past, the Code has been subjected to numerous amendments and
changes, and it is reasonable to believe that it will continue to be revised.
The United States Congress has, in the past, considered numerous legislative
proposals that, if enacted, could change the tax treatment of the Policies. It
is reasonable to believe that such proposals, and other proposals will be
considered in the future, and some may be enacted into law. In addition, the
U.S. Treasury Department may amend existing regulations, issue new regulations,
or adopt new interpretations of existing law that may be at variance with its
current positions on these matters. In addition, current state law (which is not
discussed herein), and future amendments to state law, may affect the tax
consequences of the Policy.
If the Policy Owner, Insured, or Beneficiary or other person receiving any
benefit or interest in or from the Policy is not both a resident and citizen of
the United States, there may be a tax imposed by a foreign country, in addition
to any tax imposed by the United States. The foreign law (including regulations,
rulings, and case law) may change and impose additional taxes on the Policy, the
Death Benefit, or other Distributions and/or ownership of the Policy, or a
treaty may be amended and all or part of the favorable treatment may be
eliminated.
Any or all of the foregoing may change from time to time without any notice, and
the tax consequences arising out of a Policy may be changed retroactively. There
is no way of predicting if when, and to what extent any such change may take
place. No representation is made as to the likelihood of the continuation of
these current laws, interpretations, and policies.
THE FOREGOING IS A GENERAL EXPLANATION AS TO CERTAIN TAX MATTERS PERTAINING TO
INSURANCE POLICIES. IT IS NOT INTENDED TO BE LEGAL OR TAX ADVICE, AND SHOULD NOT
TAKE THE PLACE OF YOUR INDEPENDENT LEGAL, TAX AND/OR FINANCIAL ADVISOR.
THE COMPANY
The life insurance business, which includes product lines in health insurance
and annuities, is the only business in which the Company is engaged.
The Company markets its Policies through independent insurance brokers, general
agents, and registered representatives of registered NASD broker/dealer firms.
The Company, in common with other insurance companies, is subject to regulation
and supervision by the regulatory authorities of the states in which it is
licensed to do business. A license from the state insurance department is a
prerequisite to the transaction of insurance business in that state. In general,
all states have statutory administrative powers. Such regulation relates, among
other things, to licensing of insurers and their
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<PAGE> 45
agents, the approval of policy forms, the methods of computing reserves, the
form and content of statutory financial statements, the amount of policyholders'
and stockholders' dividends, and the type of distribution of investments
permitted.
The Company operates in the highly competitive field of life insurance. There
are approximately 2,300 stock, mutual and other types of insurers in the life
insurance business in the United States, and a large number of them compete with
the registrant in the sale of insurance policies.
As is customary in insurance company groups, employees are shared with the other
insurance companies in the group. In addition to its direct salaried employees,
the Company shares employees with Nationwide Mutual Insurance Company and
Nationwide Mutual Fire Insurance Company.
The Company serves as depositor for the Nationwide Variable Account, Nationwide
Variable Account-II, Nationwide Variable Account-3, Nationwide Variable
Account-4, Nationwide Variable Account-5, Nationwide Variable Account-6,
Nationwide Fidelity Advisor Variable Account, Nationwide Variable Account-8, MFS
Variable Account, Nationwide Multi-Flex Variable Account, Nationwide VLI
Separate Account, Nationwide VLI Separate Account-2, Nationwide VLI Separate
Account-3, the NACo Variable Account, Nationwide DC Variable Account and
Nationwide DCVA-II, each of which is a registered investment company.
The Company does not presently own or lease any materially important physical
properties when its property holdings are viewed in relation to its total
assets. The Company shares the Home Office, other facilities and equipment with
Nationwide Mutual Insurance Company.
COMPANY MANAGEMENT
Nationwide Life Insurance Company, together with Nationwide Mutual Insurance
Company, Nationwide Indemnity Company, Nationwide Mutual Fire Insurance Company,
Nationwide Life and Annuity Insurance Company, Nationwide Property and Casualty
Insurance Company, National Casualty Company, West Coast Life Insurance Company,
Scottsdale Indemnity Company and Nationwide General Insurance Company and their
affiliate companies comprise the Nationwide Insurance Enterprise.
The companies comprising the Nationwide Insurance Enterprise have substantially
common boards of directors and officers. Nationwide Corporation is the sole
shareholder of Nationwide Life.
Directors of the Company
Director
Name Since Principal Occupation
---- ----- --------------------
Lewis J. Alphin 1993 Farm Owner and Operator (1)
Keith W. Eckel 1996 Partner, Fred W. Eckel Sons; President,
Eckel Farms, Inc. (1)
Willard J. Engel 1994 General Manager Lyon County Co-Operative
Oil Company (1)
Fred C. Finney 1992 Owner and Operator, Moreland Fruit Farm;
Operator, Melrose Orchard (1)
Charles L. Fuellgraf, Jr. * + 1969 Chief Executive Officer, Fuellgraf
Electric Company. (1)
Joseph J. Gasper*+ 1996 President and Chief Operating Officer,
Nationwide Life Insurance Company and
Nationwide Life and Annuity Insurance
Company. (2)
Henry S. Holloway *+ 1986 Farm Owner and Operator (1)
Dimon Richard McFerson *+ 1988 Chairman and Chief Executive Officer,
Nationwide Insurance Enterprise (2)
David O. Miller *+ 1985 President, Owen Potato Farm, Inc.;
Partner, M&M Enterprises (1)
C. Ray Noecker 1994 Owner and Operator, Noecker Farms (1)
James F. Patterson + 1989 Vice President, Pattersons, Inc.;
President, Patterson Farms, Inc. (1)
Arden L. Shisler *+ 1984 President and Chief Executive Officer,
K&B Transport, Inc. (1)
Robert L. Stewart 1989 Owner and Operator, Sunnydale Farms and
Mining (1)
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<PAGE> 46
Nancy C. Thomas * 1986 Farm Owner and Operator. (1)
Harold W. Weihl 1990 Farm Owner and Operator, Weihl Farms (1)
*Member, Executive Committee +Member, Investment Committee
1) Principal occupation for last five years.
2) Prior to assuming this current position, Messrs. McFerson and Gasper held
other executive management positions with the companies.
Each of the directors is a director of the other major insurance affiliates of
the Nationwide Insurance Enterprise, except Mr. Gasper who is a director only of
the Company and Nationwide Life and Annuity Insurance Company. Messrs. McFerson
and Gasper are directors of Nationwide Advisory Services, Inc., a registered
broker-dealer.
Messrs. Holloway, McFerson, Miller, Patterson, Shisler and Fuellgraf are
directors of Nationwide Financial Services, Inc. Messrs. Fuellgraf, McFerson,
Ms. Thomas and Mr. Weihl are trustees of Nationwide Investing Foundation, a
registered investment company. Mr. McFerson is trustee of Nationwide Separate
Account Trust, Financial Horizons Investment Trust, Nationwide Investing
Foundation II and Nationwide Asset Allocation Trust, registered investment
companies. Mr. Engel is a director of Western Cooperative Transport.
Executive Officers of the Company
Name Office Held
- ---- -----------
Dimon Richard McFerson Chairman and Chief Executive Officer-Nationwide
Insurance Enterprise
Joseph J. Gasper President and Chief Operating Officer
Gordon E. McCutchan Executive Vice President, Law and Corporate Services
and Secretary
Robert A. Oakley Executive Vice President-Chief Financial Officer
Robert J. Woodward, Jr. Executive Vice President-Chief Investment Officer
James E. Brock Senior Vice President - Life Company Operations
W. Sidney Druen Senior Vice President and General Counsel and Assistant
Secretary
Harvey S. Galloway, Jr. Senior Vice President and Chief Actuary
Richard A. Karas Senior Vice President - Sales and Financial Services
Mark R. Thresher Vice President - Controller
Duane M. Campbell Vice President - Treasurer
Mr. Gasper is also President and Chief Operating Officer of Nationwide Life and
Annuity Insurance Company. Mr. Galloway is also an officer of Nationwide Mutual
Insurance Company and Nationwide Life and Annuity Insurance Company. Each of the
other officers listed above is also an officer of each of the companies
comprising the Nationwide Insurance Enterprise. Each of the executive officers
listed above has been associated with the registrant in an executive capacity
for more than the past five years, except Mr. Thresher, who joined the
Registrant in 1996. From 1988-1996, Mr. Thresher served as a partner in the
accounting firm KPMG Peat Marwick LLP and lead partner for Nationwide Insurance
Enterprise from 1993-1996.
OTHER CONTRACTS ISSUED BY THE COMPANY
The Company does presently and will, from time to time, offer variable contracts
and policies with benefits which vary in accordance with the investment
experience of a separate account of the Company.
45
<PAGE> 47
STATE REGULATION
The Company is subject to the laws of Ohio governing insurance companies and to
regulation by the Ohio Insurance Department. An annual statement in a prescribed
form is filed with the Insurance Department each year covering the operation of
the Company for the preceding year and its financial condition as of the end of
such year. Regulation by the Insurance Department includes periodic examination
to determine the Company's contract liabilities and reserves so that the
Insurance Department may certify the items are correct. The Company's books and
accounts are subject to review by the Insurance Department at all times and a
full examination of its operations is conducted periodically by the National
Association of Insurance Commissioners. Such regulation does not, however,
involve any supervision of management or investment practices or policies. In
addition, the Company is subject to regulation under the insurance laws of other
jurisdictions in which it may operate.
REPORTS TO POLICY OWNERS
The Company will mail to the Policy Owner, at the last known address of record,
an annual statement showing the amount of the current death benefit, the Cash
Value, and Cash Surrender Value, premiums paid and monthly charges deducted
since the last report, the amounts invested in the Fixed Account and in the
Variable Account and in each sub-account of the Variable Account, and any Policy
Indebtedness.
Policy Owners will also be sent annual and semi-annual reports containing
financial statements for the Variable Account as required by the 1940 Act.
In addition, Policy Owners will receive statements of significant transactions,
such as changes in Specified Amount, changes in death benefit option, changes in
future premium allocation, transfers among sub-accounts, premium payments,
loans, loan repayments, reinstatement and termination.
ADVERTISING
The Company is also ranked and rated by independent financial rating services,
including Moody's, Standard & Poor's and A.M. Best Company. The purpose of these
ratings is to reflect the financial strength or claims-paying ability of the
Company. The ratings are not intended to reflect the investment experience or
financial strength of the Variable Account. The Company may advertise these
ratings from time to time. In addition, the Company may include in certain
advertisements, endorsements in the form of a list of organizations, individuals
or other parties which recommend the Company or the Contracts. Furthermore, the
Company may occasionally include in advertisements comparisons of currently
taxable and tax deferred investment programs, based on selected tax brackets, or
discussions of alternative investment vehicles and general economic conditions.
LEGAL PROCEEDINGS
From time to time the Company is a party to litigation and arbitration
proceedings in the ordinary course of its business, none of which is expected to
have a material adverse effect on the Company.
In recent years, life insurance companies have been named as defendants in
lawsuits, including class action lawsuits, relating to life insurance pricing
and sales practices. A number of these lawsuits have resulted in substantial
jury awards or settlements. In October 1996, a policyholder of Nationwide Life
filed a complaint in Alabama state court against Nationwide Life and an agent of
Nationwide Life (Wayne M. King v. Nationwide Life Insurance Company and Danny
Nix), related to the sale of a whole life policy on a "vanishing premium" basis
and seeking unspecified compensatory and punitive damages. In February 1997,
Nationwide Life was named as a defendant in a lawsuit filed in New York Supreme
Court also related to the sale of whole life policies on a "vanishing premium"
basis (John H. Snyder v. Nationwide Mutual Insurance Company, Nationwide Mutual
Insurance Co. and Nationwide Life Insurance Co.). The plaintiff in such lawsuit
seeks to represent a national class of Nationwide Life policyholders and claims
unspecified compensatory and punitive damages. This lawsuit is in an early stage
and has not been certified as a class action. Nationwide Life intends to defend
these cases vigorously. There can be no assurance that any future litigation
relating to pricing and sales practices will not have a material adverse effect
on the Company.
The General Distributor, Nationwide Advisory Services, Inc., is not engaged in
any material litigation of any nature.
46
<PAGE> 48
EXPERTS
The financial statements and schedules have been included herein in reliance
upon the reports of KPMG Peat Marwick LLP, independent certified public
accountants, and upon the authority of said firm as experts in accounting and
auditing.
REGISTRATION STATEMENT
A Registration Statement has been filed with the Securities and Exchange
Commission under the Securities Act of 1933, as amended, with respect to the
Policies offered hereby. This prospectus does not contain all the information
set forth in the Registration Statement and amendments thereto and exhibits
filed as a part thereof, to all of which reference is hereby made for further
information concerning the Variable Account, the Company, and the Policies
offered hereby. Statements contained in this prospectus as to the content of
Policies and other legal instruments are summaries. For a complete statement of
the terms thereof, reference is made to such instruments as filed.
LEGAL OPINIONS
Legal matters in connection with the Policies described herein are being passed
upon by Druen, Rath & Dietrich, One Nationwide Plaza, Columbus, Ohio 43216. All
the members of such firm are employed by the Nationwide Mutual Insurance
Company.
47
<PAGE> 49
APPENDIX 1
ILLUSTRATIONS OF CASH VALUES, CASH SURRENDER VALUES, AND DEATH BENEFITS
The illustrations in this prospectus have been prepared to help show how values
under the Polices change with investment performance. The illustrations
demonstrate how Cash Values, Cash Surrender Values and Death Benefits under a
Policy would vary over time if the hypothetical gross investment rates of return
were a uniform annual effective rate of either 0%, 6% or 12%. If the
hypothetical gross investment rate of return averages 0%, 6% or 12% over a
period of years, but fluctuates above or below those averages for individual
years, the Cash Values,, Cash Surrender Values and Death Benefits may be
different. For hypothetical returns of 0% and 6%, the illustrations also
illustrate when the Policies would go into default, at which time additional
premium payments would be required to continue the Policy in force. The
illustrations also assume there is not Policy Indebtedness, no additional
premium payments are made, no Cash Values are allocated to the Fixed Account,
and there are no changes in the Specified Amount or Death Benefit option.
The amounts shown for the Cash Value, Cash Surrender Value and Death Benefit as
of each Policy Anniversary reflect the fact that the net investment return on
the assets held in the Variable Account sub-accounts is lower than the gross
return. This is due to the deduction of Underlying Mutual Fund investment
advisory fees and other expenses which are equivalent to an annual effective
rate of -.090%. This effective rate is based on the average of the fund expenses
for the preceding year for all mutual fund options available under the policy as
of April 30, 1997.
Taking into account the Underlying Mutual Fund expenses, gross annual rates of
return of 0%, 6% and 12% correspond to net investment experience at constant
annual rates of -0.90%, 5.10% and 11.10%, respectively.
The illustrations also reflect the fact that the Company makes monthly charges
for providing insurance protection. Current values reflect current cost of
insurance charges and guaranteed values reflect the maximum cost of insurance
charges guaranteed in the Policy. The values shown are for policies which are
issued as standard. Policies issued on a substandard basis would result in lower
Cash Values and Death Benefits than those illustrated. Death Benefit Option 1
has been assumed in all the illustrations.
The illustrations reflect that the Company deducts a sales load from each
premium payment. Charges for state premium and federal taxes are also deducted
from each premium payment. The illustrations reflect the fact that no charges
for federal or state income taxes are currently made against the Variable
Account. If such a charge is made in the future, it will require a higher gross
investment return than illustrated in order to produce the net after-tax returns
shown in the illustrations.
In addition, the illustrations reflect the fact that the Company deducts a
monthly administrative charge at the beginning of each Policy month. The
illustrations also reflect that the Company deducts a monthly charge to assume
mortality and expense risks. This mortality and expense risk charge is assessed
at the beginning of each policy month and is calculated as a percentage of the
assets of the Variable Account only.
The Cash Surrender Values shown in the illustrations reflect that the Company
will deduct a Surrender Charge from the Policy's Cash Value for any Policy
surrendered in the first fourteen years.
Upon request, the Company will furnish a comparable illustration based on the
proposed Insureds' age, sex, smoking classification, rating classification and
premium payment requested.
48
<PAGE> 50
$12,150 ANNUAL PREMIUM: $1,000,000 SPECIFIED AMOUNT
MALE: NON-TOBACCO: PREFERRED ISSUE: AGE 55
FEMALE: NON-TOBACCO: PREFERRED ISSUE: AGE 55
OPTION 1 CURRENT VALUES
<TABLE>
<CAPTION>
0% Hypothetical 6% Hypothetical 12% Hypothetical
Gross Investment Return Gross Investment Return Gross Investment Return
----------------------- ----------------------- -----------------------
Premiums
Paid Plus Cash Cash Cash
Policy Interest Cash Surr Death Cash Surr Death Cash Surr Death
Year at 5% Value Value Benefit Value Value Benefit Value Value Benefit
---- ----- ----- ----- ------- ----- ----- ------- ----- ----- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1 12,758 10,289 403 1,000,000 10,924 1,039 1,000,000 11,560 1,674 1,000,000
2 26,153 20,302 10,416 1,000,000 22,203 12,317 1,000,000 24,180 14,294 1,000,000
3 40,218 30,026 20,141 1,000,000 33,834 23,948 1,000,000 37,950 28,064 1,000,000
4 54,986 39,450 30,058 1,000,000 45,815 36,424 1,000,000 52,970 43,579 1,000,000
5 70,493 48,556 39,659 1,000,000 58,140 49,243 1,000,000 69,347 60,450 1,000,000
6 86,775 57,328 48,925 1,000,000 70,803 62,401 1,000,000 87,199 78,796 1,000,000
7 103,872 65,743 57,834 1,000,000 83,791 75,882 1,000,000 106,650 98,742 1,000,000
8 121,823 73,766 66,352 1,000,000 97,079 89,665 1,000,000 127,830 120,416 1,000,000
9 140,671 81,355 74,435 1,000,000 110,635 103,715 1,000,000 150,876 143,956 1,000,000
10 160,462 88,466 82,040 1,000,000 124,425 117,999 1,000,000 175,942 169,516 1,000,000
11 181,243 96,284 90,353 1,000,000 140,087 134,155 1,000,000 205,247 199,315 1,000,000
12 203,063 103,776 99,328 1,000,000 156,110 151,661 1,000,000 237,361 232,913 1,000,000
13 225,973 110,738 107,772 1,000,000 172,495 169,529 1,000,000 272,596 269,631 1,000,000
14 250,030 117,145 115,662 1,000,000 189,243 187,761 1,000,000 311,306 309,823 1,000,000
15 275,289 122,961 122,961 1,000,000 206,348 206,348 1,000,000 353,882 353,882 1,000,000
16 301,810 128,376 128,376 1,000,000 224,016 224,016 1,000,000 400,951 400,951 1,000,000
17 329,658 133,420 133,420 1,000,000 242,312 242,312 1,000,000 453,075 453,075 1,000,000
18 358,899 138,133 138,133 1,000,000 261,313 261,313 1,000,000 510,886 510,886 1,000,000
19 389,601 142,585 142,585 1,000,000 281,130 281,130 1,000,000 575,109 575,109 1,000,000
20 421,839 146,898 146,898 1,000,000 301,915 301,915 1,000,000 646,564 646,564 1,000,000
21 455,688 150,224 150,224 1,000,000 323,022 323,022 1,000,000 725,762 725,762 1,000,000
22 491,230 152,425 152,425 1,000,000 344,394 344,394 1,000,000 813,738 813,738 1,000,000
23 528,549 153,347 153,347 1,000,000 365,975 365,975 1,000,000 911,733 911,733 1,000,000
24 567,734 152,804 152,804 1,000,000 387,703 387,703 1,000,000 1,020,969 1,020,969 1,072,017
25 608,878 150,554 150,554 1,000,000 409,487 409,487 1,000,000 1,141,752 1,141,752 1,198,839
26 652,080 146,272 146,272 1,000,000 431,201 431,201 1,000,000 1,275,174 1,275,174 1,338,933
27 697,441 139,533 139,533 1,000,000 452,686 452,686 1,000,000 1,422,506 1,422,506 1,493,631
28 745,071 129,799 129,799 1,000,000 473,744 473,744 1,000,000 1,585,128 1,585,128 1,664,385
29 795,082 116,432 116,432 1,000,000 494,168 494,168 1,000,000 1,764,539 1,764,539 1,852,766
30 847,594 98,703 98,703 1,000,000 513,756 513,756 1,000,000 1,962,368 1,962,368 2,060,486
</TABLE>
ASSUMPTIONS:
(1) NO POLICY LOANS AND NO PARTIAL WITHDRAWALS HAVE BEEN MADE.
(2) CURRENT VALUES REFLECT CURRENT COST OF INSURANCE CHARGES.
(3) NET INVESTMENT RETURNS ARE CALCULATED AS THE HYPOTHETICAL GROSS INVESTMENT
RETURN LESS ALL CHARGES AND DEDUCTIONS SHOWN IN THE PROSPECTUS APPENDIX.
THE HYPOTHETICAL INVESTMENT RATES OF RETURN SHOWN ABOVE AND ELSEWHERE IN THIS
PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF
PAST OR FUTURE INVESTMENT RATES OF RETURN. ACTUAL RATES OF RETURN MAY BE MORE OR
LESS THAN THOSE SHOWN AND WILL DEPEND ON A NUMBER OF FACTORS, INCLUDING THE
INVESTMENT ALLOCATIONS MADE BY AN OWNER, PREVAILING RATES AND RATES OF
INFLATION. THE DEATH BENEFIT AND CASH VALUE FOR A POLICY WOULD BE DIFFERENT FROM
THOSE SHOWN IF THE ACTUAL RATES OF RETURN AVERAGED 0%, 6%, AND 12% OVER A PERIOD
OF YEARS BUT ALSO FLUCTUATED ABOVE OR BELOW THOSE AVERAGES FOR INDIVIDUAL POLICY
YEARS.. NO REPRESENTATION CAN BE MADE BY NATIONWIDE LIFE OR THE TRUST THAT THESE
HYPOTHETICAL RATES OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER
ANY PERIOD OF TIME.
49
<PAGE> 51
$12,150 ANNUAL PREMIUM: $1,000,000 SPECIFIED AMOUNT
MALE: NON-TOBACCO: PREFERRED ISSUE: AGE 55
FEMALE: NON-TOBACCO: PREFERRED ISSUE: AGE 55
OPTION 1 GUARANTEED VALUES
<TABLE>
<CAPTION>
0% Hypothetical 6% Hypothetical 12% Hypothetical
Gross Investment Return Gross Investment Return Gross Investment Return
----------------------- ----------------------- -----------------------
Premiums
Paid Plus Cash Cash Cash
Policy Interest Cash Surr Death Cash Surr Death Cash Surr Death
Year at 5% Value Value Benefit Value Value Benefit Value Value Benefit
---- ----- ----- ----- ------- ----- ----- ------- ----- ----- -------
<C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1 12,758 10,284 398 1,000,000 10,919 1,034 1,000,000 11,555 1,669 1,000,000
2 26,153 20,278 10,392 1,000,000 22,178 12,292 1,000,000 24,154 14,268 1,000,000
3 40,218 29,962 20,077 1,000,000 33,766 23,881 1,000,000 37,879 27,993 1,000,000
4 54,986 39,317 29,925 1,000,000 45,673 36,281 1,000,000 52,818 43,427 1,000,000
5 70,493 48,314 39,417 1,000,000 57,878 48,981 1,000,000 69,063 60,166 1,000,000
6 86,775 56,920 48,517 1,000,000 70,356 61,953 1,000,000 86,709 78,306 1,000,000
7 103,872 65,088 57,180 1,000,000 83,067 75,159 1,000,000 105,852 97,943 1,000,000
8 121,823 72,757 65,343 1,000,000 95,956 88,542 1,000,000 126,581 119,167 1,000,000
9 140,671 79,845 72,925 1,000,000 108,945 102,026 1,000,000 148,986 142,066 1,000,000
10 160,462 86,263 79,837 1,000,000 121,948 115,523 1,000,000 173,160 166,734 1,000,000
11 181,243 92,614 86,683 1,000,000 136,001 130,069 1,000,000 200,692 194,760 1,000,000
12 203,063 98,251 93,802 1,000,000 149,988 145,540 1,000,000 230,530 226,082 1,000,000
13 225,973 102,967 100,001 1,000,000 163,807 160,841 1,000,000 262,873 259,908 1,000,000
14 250,030 106,580 105,098 1,000,000 177,335 175,852 1,000,000 297,948 296,466 1,000,000
15 275,289 108,916 108,916 1,000,000 190,411 190,411 1,000,000 336,002 336,002 1,000,000
16 301,810 109,734 109,734 1,000,000 202,816 202,816 1,000,000 377,302 377,302 1,000,000
17 329,658 108,714 108,714 1,000,000 214,254 214,254 1,000,000 422,143 422,143 1,000,000
18 358,899 105,423 105,423 1,000,000 224,329 224,329 1,000,000 470,867 470,867 1,000,000
19 389,601 99,334 99,334 1,000,000 232,562 232,562 1,000,000 523,915 523,915 1,000,000
20 421,839 89,762 89,762 1,000,000 238,404 238,404 1,000,000 581,895 581,895 1,000,000
21 455,688 76,021 76,021 1,000,000 241,240 241,240 1,000,000 645,657 645,657 1,000,000
22 491,230 57,449 57,449 1,000,000 240,382 240,382 1,000,000 716,365 716,365 1,000,000
23 528,549 33,189 33,189 1,000,000 235,025 235,025 1,000,000 795,593 795,593 1,000,000
24 567,734 2,133 2,133 1,000,000 224,169 224,169 1,000,000 885,437 885,437 1,000,000
25 608,878 (*) (*) (*) 206,467 206,467 1,000,000 988,427 988,427 1,037,848
26 652,080 (*) (*) (*) 180,054 180,054 1,000,000 1,102,806 1,102,806 1,157,946
27 697,441 (*) (*) (*) 142,355 142,355 1,000,000 1,228,431 1,228,431 1,289,853
28 745,071 (*) (*) (*) 89,773 89,773 1,000,000 1,366,226 1,366,226 1,434,538
29 795,082 (*) (*) (*) 17,359 17,359 1,000,000 1,517,152 1,517,152 1,593,009
30 847,594 (*) (*) (*) (*) (*) (*) 1,682,207 1,682,207 1,766,317
</TABLE>
ASSUMPTIONS:
(1) NO POLICY LOANS AND NO PARTIAL WITHDRAWALS HAVE BEEN MADE.
(2) GUARANTEED VALUES REFLECT GUARANTEED COST OF INSURANCE CHARGES.
(3) NET INVESTMENT RETURNS ARE CALCULATED AS THE HYPOTHETICAL GROSS INVESTMENT
RETURN LESS ALL CHARGES AND DEDUCTIONS SHOWN IN THE PROSPECTUS APPENDIX.
THE HYPOTHETICAL INVESTMENT RATES OF RETURN SHOWN ABOVE AND ELSEWHERE IN THIS
PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF
PAST OR FUTURE INVESTMENT RATES OF RETURN. ACTUAL RATES OF RETURN MAY BE MORE OR
LESS THAN THOSE SHOWN AND WILL DEPEND ON A NUMBER OF FACTORS, INCLUDING THE
INVESTMENT ALLOCATIONS MADE BY AN OWNER, PREVAILING RATES AND RATES OF
INFLATION. THE DEATH BENEFIT AND CASH VALUE FOR A POLICY WOULD BE DIFFERENT FROM
THOSE SHOWN IF THE ACTUAL RATES OF RETURN AVERAGED 0%, 6%, AND 12% OVER A PERIOD
OF YEARS BUT ALSO FLUCTUATED ABOVE OR BELOW THOSE AVERAGES FOR INDIVIDUAL POLICY
YEARS.. NO REPRESENTATION CAN BE MADE BY NATIONWIDE LIFE OR THE TRUST THAT THESE
HYPOTHETICAL RATES OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER
ANY PERIOD OF TIME.
50
<PAGE> 52
$14,000 ANNUAL PREMIUM: $1,000,000 SPECIFIED AMOUNT
MALE: NON-TOBACCO: PREFERRED ISSUE: AGE 55
FEMALE: NON-TOBACCO: PREFERRED ISSUE: AGE 55
OPTION 2 CURRENT VALUES
<TABLE>
<CAPTION>
0% Hypothetical 6% Hypothetical 12% Hypothetical
Gross Investment Return Gross Investment Return Gross Investment Return
----------------------- ----------------------- -----------------------
Premiums
Paid Plus Cash Cash Cash
Policy Interest Cash Surr Death Cash Surr Death Cash Surr Death
Year at 5% Value Value Benefit Value Value Benefit Value Value Benefit
---- ----- ----- ----- ------- ----- ----- ------- ----- ----- -------
<C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1 14,700 11,953 1,628 1,011,953 12,688 2,363 1,012,688 13,423 3,098 1,013,423
2 30,135 23,599 13,274 1,023,599 25,801 15,476 1,025,801 28,092 17,767 1,028,092
3 46,342 34,923 24,598 1,034,923 39,339 29,014 1,039,339 44,111 33,786 1,044,111
4 63,359 45,912 36,103 1,045,912 53,297 43,488 1,053,297 61,596 51,787 1,061,596
5 81,227 56,544 47,251 1,056,544 67,666 58,374 1,067,666 80,667 71,375 1,080,667
6 99,988 66,800 58,024 1,066,800 82,438 73,662 1,082,438 101,458 92,682 1,101,458
7 119,688 76,651 68,391 1,076,651 97,593 89,333 1,097,593 124,105 115,845 1,124,105
8 140,372 86,057 78,313 1,086,057 113,098 105,354 1,113,098 148,745 141,001 1,148,745
9 162,090 94,966 87,739 1,094,966 128,909 121,681 1,128,909 175,519 168,292 1,175,519
10 184,895 103,328 96,616 1,103,328 144,975 138,264 1,144,975 204,577 197,866 1,204,577
11 208,840 112,668 106,473 1,112,668 163,127 156,932 1,163,127 238,397 232,202 1,238,397
12 233,982 121,416 116,769 1,121,416 181,642 176,996 1,181,642 275,312 270,666 1,275,312
13 260,381 129,537 126,439 1,129,537 200,496 197,398 1,200,496 315,609 312,512 1,315,609
14 288,100 136,999 135,450 1,136,999 219,663 218,114 1,219,663 359,608 358,059 1,359,608
15 317,205 143,754 143,754 1,143,754 239,099 239,099 1,239,099 407,642 407,642 1,407,642
16 347,765 150,016 150,016 1,150,016 259,032 259,032 1,259,032 460,364 460,364 1,460,364
17 379,853 155,819 155,819 1,155,819 279,512 279,512 1,279,512 518,299 518,299 1,518,299
18 413,546 161,205 161,205 1,161,205 300,604 300,604 1,300,604 582,046 582,046 1,582,046
19 448,923 166,256 166,256 1,166,256 322,415 322,415 1,322,415 652,306 652,306 1,652,306
20 486,070 171,113 171,113 1,171,113 345,123 345,123 1,345,123 729,919 729,919 1,729,919
21 525,073 174,778 174,778 1,174,778 367,736 367,736 1,367,736 814,606 814,606 1,814,606
22 566,027 177,087 177,087 1,177,087 390,065 390,065 1,390,065 906,930 906,930 1,906,930
23 609,028 177,861 177,861 1,177,861 411,898 411,898 1,411,898 1,007,502 1,007,502 2,007,502
24 654,179 176,894 176,894 1,176,894 432,978 432,978 1,432,978 1,116,962 1,116,962 2,116,962
25 701,588 173,921 173,921 1,173,921 452,975 452,975 1,452,975 1,235,953 1,235,953 2,235,953
26 751,368 168,600 168,600 1,168,600 471,459 471,459 1,471,459 1,365,103 1,365,103 2,365,103
27 803,636 160,497 160,497 1,160,497 487,883 487,883 1,487,883 1,505,007 1,505,007 2,505,007
28 858,518 149,090 149,090 1,149,090 501,576 501,576 1,501,576 1,656,218 1,656,218 2,656,218
29 916,144 133,805 133,805 1,133,805 511,775 511,775 1,511,775 1,819,293 1,819,293 2,819,293
30 976,651 114,057 114,057 1,114,057 517,664 517,664 1,517,664 1,994,824 1,994,824 2,994,824
</TABLE>
ASSUMPTIONS:
(1) NO POLICY LOANS AND NO PARTIAL WITHDRAWALS HAVE BEEN MADE.
(2) CURRENT VALUES REFLECT CURRENT COST OF INSURANCE CHARGES.
(3) NET INVESTMENT RETURNS ARE CALCULATED AS THE HYPOTHETICAL GROSS INVESTMENT
RETURN LESS ALL CHARGES AND DEDUCTIONS SHOWN IN THE PROSPECTUS APPENDIX.
THE HYPOTHETICAL INVESTMENT RATES OF RETURN SHOWN ABOVE AND ELSEWHERE IN THIS
PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF
PAST OR FUTURE INVESTMENT RATES OF RETURN. ACTUAL RATES OF RETURN MAY BE MORE OR
LESS THAN THOSE SHOWN AND WILL DEPEND ON A NUMBER OF FACTORS, INCLUDING THE
INVESTMENT ALLOCATIONS MADE BY AN OWNER, PREVAILING RATES AND RATES OF
INFLATION. THE DEATH BENEFIT AND CASH VALUE FOR A POLICY WOULD BE DIFFERENT FROM
THOSE SHOWN IF THE ACTUAL RATES OF RETURN AVERAGED 0%, 6%, AND 12% OVER A PERIOD
OF YEARS BUT ALSO FLUCTUATED ABOVE OR BELOW THOSE AVERAGES FOR INDIVIDUAL POLICY
YEARS.. NO REPRESENTATION CAN BE MADE BY NATIONWIDE LIFE OR THE TRUST THAT THESE
HYPOTHETICAL RATES OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER
ANY PERIOD OF TIME.
51
<PAGE> 53
$14,000 ANNUAL PREMIUM: $1,000,000 SPECIFIED AMOUNT
MALE: NON-TOBACCO: PREFERRED ISSUE: AGE 55
FEMALE: NON-TOBACCO: PREFERRED ISSUE: AGE 55
OPTION 2 GUARANTEED VALUES
<TABLE>
<CAPTION>
0% Hypothetical 6% Hypothetical 12% Hypothetical
Gross Investment Return Gross Investment Return Gross Investment Return
----------------------- ----------------------- -----------------------
Premiums
Paid Plus Cash Cash Cash
Policy Interest Cash Surr Death Cash Surr Death Cash Surr Death
Year at 5% Value Value Benefit Value Value Benefit Value Value Benefit
---- ----- ----- ----- ------- ----- ----- ------- ----- ----- -------
<C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1 14,700 11,948 1,623 1,011,948 12,683 2,358 1,012,683 13,418 3,093 1,013,418
2 30,135 23,574 13,249 1,023,574 25,776 15,451 1,025,776 28,065 17,740 1,028,065
3 46,342 34,858 24,533 1,034,858 39,269 28,944 1,039,269 44,038 33,713 1,044,038
4 63,359 45,774 35,965 1,045,774 53,149 43,340 1,053,149 61,437 51,629 1,061,437
5 81,227 56,292 46,999 1,056,292 67,392 58,099 1,067,392 80,368 71,076 1,080,368
6 99,988 66,371 57,595 1,066,371 81,965 73,189 1,081,965 100,936 92,160 1,100,936
7 119,688 75,958 67,698 1,075,958 96,820 88,560 1,096,820 123,242 114,982 1,123,242
8 140,372 84,982 77,238 1,084,982 111,887 104,143 1,111,887 147,376 139,633 1,147,376
9 162,090 93,349 86,121 1,093,349 127,067 119,839 1,127,067 173,415 166,187 1,173,415
10 184,895 100,953 94,242 1,100,953 142,246 135,535 1,142,246 201,426 194,715 1,201,426
11 208,840 108,714 102,519 1,108,714 158,604 152,409 1,158,604 233,188 226,993 1,233,188
12 233,982 115,492 110,846 1,115,492 174,817 170,171 1,174,817 267,390 262,744 1,267,390
13 260,381 121,152 118,055 1,121,152 190,729 187,631 1,190,729 304,138 301,040 1,304,138
14 288,100 125,542 123,993 1,125,542 206,153 204,604 1,206,153 343,527 341,978 1,343,527
15 317,205 128,463 128,463 1,128,463 220,846 220,846 1,220,846 385,611 385,611 1,385,611
16 347,765 129,651 129,651 1,129,651 234,482 234,482 1,234,482 430,378 430,378 1,430,378
17 379,853 128,757 128,757 1,128,757 246,631 246,631 1,246,631 477,722 477,722 1,477,722
18 413,546 125,327 125,327 1,125,327 256,726 256,726 1,256,726 527,407 527,407 1,527,407
19 448,923 118,827 118,827 1,118,827 264,090 264,090 1,264,090 579,086 579,086 1,579,086
20 486,070 108,688 108,688 1,108,688 267,967 267,967 1,267,967 632,323 632,323 1,632,323
21 525,073 94,292 94,292 1,094,292 267,543 267,543 1,267,543 686,618 686,618 1,686,618
22 566,027 75,000 75,000 1,075,000 261,971 261,971 1,261,971 741,422 741,422 1,741,422
23 609,028 50,330 50,330 1,050,330 250,357 250,357 1,250,357 796,117 796,117 1,796,117
24 654,179 19,716 19,716 1,019,716 231,704 231,704 1,231,704 849,960 849,960 1,849,960
25 701,588 (*) (*) (*) 204,806 204,806 1,204,806 901,962 901,962 1,901,962
26 751,368 (*) (*) (*) 168,164 168,164 1,168,164 950,782 950,782 1,950,782
27 803,636 (*) (*) (*) 119,956 119,956 1,119,956 994,682 994,682 1,994,682
28 858,518 (*) (*) (*) 57,944 57,944 1,057,944 1,031,477 1,031,477 2,031,477
29 916,144 (*) (*) (*) (*) (*) (*) 1,058,683 1,058,683 2,058,683
30 976,651 (*) (*) (*) (*) (*) (*) 1,073,628 1,073,628 2,073,628
</TABLE>
ASSUMPTIONS:
(1) NO POLICY LOANS AND NO PARTIAL WITHDRAWALS HAVE BEEN MADE.
(2) GUARANTEED VALUES REFLECT GUARANTEED COST OF INSURANCE CHARGES.
(3) NET INVESTMENT RETURNS ARE CALCULATED AS THE HYPOTHETICAL GROSS INVESTMENT
RETURN LESS ALL CHARGES AND DEDUCTIONS SHOWN IN THE PROSPECTUS APPENDIX.
THE HYPOTHETICAL INVESTMENT RATES OF RETURN SHOWN ABOVE AND ELSEWHERE IN THIS
PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF
PAST OR FUTURE INVESTMENT RATES OF RETURN. ACTUAL RATES OF RETURN MAY BE MORE OR
LESS THAN THOSE SHOWN AND WILL DEPEND ON A NUMBER OF FACTORS, INCLUDING THE
INVESTMENT ALLOCATIONS MADE BY AN OWNER, PREVAILING RATES AND RATES OF
INFLATION. THE DEATH BENEFIT AND CASH VALUE FOR A POLICY WOULD BE DIFFERENT FROM
THOSE SHOWN IF THE ACTUAL RATES OF RETURN AVERAGED 0%, 6%, AND 12% OVER A PERIOD
OF YEARS BUT ALSO FLUCTUATED ABOVE OR BELOW THOSE AVERAGES FOR INDIVIDUAL POLICY
YEARS. NO REPRESENTATION CAN BE MADE BY NATIONWIDE LIFE OR THE TRUST THAT THESE
HYPOTHETICAL RATES OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER
ANY PERIOD OF TIME.
52
<PAGE> 54
APPENDIX 2
The following performance tables display historical investment results of the
Underlying Mutual Fund sub-accounts of the Variable Account. This information
may be useful in helping potential investors in deciding which Underlying Mutual
Fund sub-accounts to choose and in assessing the competence of the Underlying
Mutual Funds' investment advisers. The performance figures shown should be
considered in light of the investment objectives and policies, characteristics
and quality of the underlying portfolios of the Underlying Mutual Funds, and the
market conditions during the periods of time quoted. The performance figures
should not be considered as estimates or predictions of future performance.
Investment return and the principal value of the Underlying Mutual Fund
sub-accounts are not guaranteed and will fluctuate so that a Policy Owner's
units, when redeemed, may be worth more or less than their original cost.
53
<PAGE> 55
FUND PERFORMANCE TABLE
<TABLE>
<CAPTION>
=====================================================================================================
Annual Percentage Change Non annualized Percentage Change
====================================================================================================================================
Fund Unit 1 mo 1 Yr 2 Yrs 3 Yrs. 5 yrs. Inception
Underlying Investment Options Inception Values 1994 1995 1996 to to to to to to
Date** 12/31/96 12/31/96 12/31/96 12/31/96 12/31/96 12/31/96 12/31/96
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
American Century VP Balanced 05/01/91 10.93 0.61 21.12 12.21 -2.46 12.21 35.91 36.74 38.36 73.69
- ------------------------------------------------------------------------------------------------------------------------------------
American Century VP Capital 11/20/87 9.12 -1.17 31.1 -4.32 -3.12 -4.32 25.43 23.97 34.92 154.91
Appreciation
- ------------------------------------------------------------------------------------------------------------------------------------
American Century VP 05/01/94 10.77 N/A 11.33 14.1 2.05 14.1 27.02 N/A N/A 20.03
International
- ------------------------------------------------------------------------------------------------------------------------------------
American Century VP Value 05/01/96 10.15 N/A N/A N/A 0.72 N/A N/A N/A N/A 12.28
- ------------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------------
Dreyfus Variable Investment 05/02/94 9.99 N/A 61.89 19.63 -2.09 19.63 93.67 N/A N/A 89.63
Fund
Growth & Income Fund
- ------------------------------------------------------------------------------------------------------------------------------------
Dreyfus Socially Responsible 10/06/93 11.18 1.49 34.56 21.23 -3.44 21.23 63.13 65.56 N/A 77.74
Growth Fund
- ------------------------------------------------------------------------------------------------------------------------------------
Dreyfus Stock Index Fund 09/29/89 11.46 0.19 33.28 22.54 -2.04 22.54 63.31 63.63 101.79 153.5
- ------------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------------
Fidelity VIP Fund II -Asset 09/06/89 11.02 -6.09 16.96 14.6 -1.46 14.6 34.04 25.87 70.47 124.77
Manager Portfolio
- ------------------------------------------------------------------------------------------------------------------------------------
Fidelity VIP Fund II 01/03/95 11.25 N/A N/A 21.31 -0.6 21.31 N/A N/A N/A 67.16
- -Contrafund Portfolio
- ------------------------------------------------------------------------------------------------------------------------------------
Fidelity VIP Fund - 10/09/86 10.79 7.07 35.09 14.28 -1.64 14.28 54.39 65.3 128.56 263.05
Equity-Income Portfolio
- ------------------------------------------------------------------------------------------------------------------------------------
Fidelity VIP Fund - Growth 10/09/86 10.45 -0.02 35.36 14.71 -3.08 14.71 55.27 55.24 102.58 311.23
Portfolio
- ------------------------------------------------------------------------------------------------------------------------------------
Fidelity VIP Fund - High 09/19/85 10.83 -1.55 20.6 14.03 1.38 14.03 37.53 35.4 100.79 258.69
Income Portfolio
- ------------------------------------------------------------------------------------------------------------------------------------
Fidelity VIP Fund - Overseas 01/28/87 10.67 1.72 9.68 13.22 0.53 13.22 24.17 26.31 54.78 112.54
Portfolio
- ------------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------------
NSAT Capital Appreciation 04/15/92 11.61 -0.9 29.35 26.14 0.24 26.14 63.17 61.7 N/A 87.48
Fund
- ------------------------------------------------------------------------------------------------------------------------------------
NSAT Government Bond Fund 11/08/82 10.68 -3.23 18.74 3.49 -1.13 3.49 22.89 18.92 40.48 264.17
- ------------------------------------------------------------------------------------------------------------------------------------
NSAT Money Market Fund 11/10/81 10.34 3.88 5.64 5.13 0.42 5.13 11.06 15.37 22.58 184.92
- ------------------------------------------------------------------------------------------------------------------------------------
NSAT Small Company Fund 10/23/95 10.52 N/A N/A 22.83 1.17 22.83 N/A N/A N/A 40.49
- ------------------------------------------------------------------------------------------------------------------------------------
NSAT Total Return Fund 11/08/82 11.44 1.07 29.09 21.84 0.15 21.84 57.29 58.98 90.76 654.17
- ------------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------------
Neuberger & Berman Advisers 09/10/84 9.87 -4.99 31.73 9.14 -0.58 9.14 43.77 36.6 59.79 341.7
Management Trust -Growth
Portfolio
- ------------------------------------------------------------------------------------------------------------------------------------
Neuberger & Berman Advisers 09/10/84 10.48 -0.15 10.93 4.31 -0.07 4.31 15.71 15.53 29.57 167
Management Trust -Bond
Portfolio
- ------------------------------------------------------------------------------------------------------------------------------------
Neuberger & Berman Advisers 03/22/94 11.48 N/A 36.47 29.57 0.18 29.57 76.82 N/A N/A 72.76
Management Trust -Partners
Portfolio
- ------------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------------
Oppenheimer Variable Account 04/30/85 10.64 -1.94 17 4.8 -0.92 4.8 22.61 20.23 44.75 197.83
Fund - Bond Fund
- ------------------------------------------------------------------------------------------------------------------------------------
Oppenheimer Variable Account 11/12/90 10.83 -5.72 2.24 17.8 0.8 17.8 20.43 13.54 79.64 86.47
Fund - Global Securities
- ------------------------------------------------------------------------------------------------------------------------------------
Oppenheimer Variable Account 02/09/87 10.94 -1.95 21.36 15.5 -0.5 15.5 40.16 37.44 73.69 194.24
Fund - Multiple Strategies
- ------------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------------
Strong Variable Insurance 05/08/92 9.88 -5.39 35.26 0.81 -0.37 0.81 36.35 29.01 N/A 71.41
Funds, Inc. -Discovery Fund
II, Inc.
- ------------------------------------------------------------------------------------------------------------------------------------
Strong Variable Insurance 10/20/95 10.05 N/A N/A 10.38 -0.8 10.38 N/A N/A N/A 13.27
Funds, Inc. -International
Stock Fund II
- ------------------------------------------------------------------------------------------------------------------------------------
Strong Special Fund II, Inc. 05/08/92 10.77 3.6 25.82 18.15 -0.25 18.15 48.65 54 N/A 123.93
- ------------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------------
Van Eck Worldwide Insurance 09/01/89 10.06 -4.79 12.08 20.57 0.97 20.57 35.14 28.67 103.41 84.44
Trust -Worldwide Emerging
Markets Fund
- ------------------------------------------------------------------------------------------------------------------------------------
Van Eck Worldwide Insurance 09/01/89 10.52 -1.32 17.3 2.52 -0.89 2.52 20.26 18.68 21.13 60.74
Trust -Worldwide Bond Fund
- ------------------------------------------------------------------------------------------------------------------------------------
Van Eck Worldwide Insurance 12/27/95 10.07 N/A N/A 26.72 1.05 26.72 N/A N/A N/A 25.45
Trust -Worldwide Hard Assets
Fund
- ------------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------------
Van Kampen American Capital 07/03/95 13.67 N/A N/A 40.53 11.06 40.53 N/A N/A N/A 50.93
Life Investment Trust -
American Capital Real Estate
Securities Fund
- ------------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------------
Warburg Pincus 06/30/95 9.94 N/A N/A 9.98 0.2 9.98 N/A N/A N/A 18.01
Trust-International Equity
Portfolio
- ------------------------------------------------------------------------------------------------------------------------------------
Warburg Pincus Trust-Post 11/18/96 10.17 N/A N/A N/A 0 N/A N/A N/A N/A -2.22
Venture Capital Portfolio
- ------------------------------------------------------------------------------------------------------------------------------------
Warburg Pincus Trust-Small 06/30/95 9.83 N/A N/A 13.91 2.3 13.91 N/A N/A N/A 42.5
Company Growth Portfolio
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
=============================
Annualized Percentage Change
============================================================
9 Yrs. 5 yrs. Inception
Underlying Investment Options I to to to
12/31/96 12/31/96 12/31/96
- ------------------------------------------------------------
American Century VP Balanced 10.99 6.71 10.24
- ------------------------------------------------------------
American Century VP Capital 7.42 6.17 10.81
Appreciation
- ------------------------------------------------------------
American Century VP N/A N/A 7.09
International
- ------------------------------------------------------------
American Century VP Value N/A N/A N/A
- ------------------------------------------------------------
- ------------------------------------------------------------
Dreyfus Variable Investment N/A N/A 27.18
Fund
Growth & Income Fund
- ------------------------------------------------------------
Dreyfus Socially Responsible 18.3 N/A 19.46
Growth Fund
- ------------------------------------------------------------
Dreyfus Stock Index Fund 17.84 15.08 13.68
- ------------------------------------------------------------
- ------------------------------------------------------------
Fidelity VIP Fund II -Asset 7.97 11.26 11.71
Manager Portfolio
- ------------------------------------------------------------
Fidelity VIP Fund II N/A N/A 29.43
- -Contrafund Portfolio
- ------------------------------------------------------------
Fidelity VIP Fund - 18.24 17.98 13.44
Equity-Income Portfolio
- ------------------------------------------------------------
Fidelity VIP Fund - Growth 15.79 15.16 14.83
Portfolio
- ------------------------------------------------------------
Fidelity VIP Fund - High 10.63 14.96 11.99
Income Portfolio
- ------------------------------------------------------------
Fidelity VIP Fund - Overseas 8.1 9.13 7.89
Portfolio
- ------------------------------------------------------------
- ------------------------------------------------------------
NSAT Capital Appreciation 17.37 N/A 14.28
Fund
- ------------------------------------------------------------
NSAT Government Bond Fund 5.94 7.03 9.57
- ------------------------------------------------------------
NSAT Money Market Fund 4.88 4.16 7.16
- ------------------------------------------------------------
NSAT Small Company Fund N/A N/A 33.12
- ------------------------------------------------------------
NSAT Total Return Fund 16.71 13.79 15.35
- ------------------------------------------------------------
- ------------------------------------------------------------
Neuberger & Berman Advisers 10.96 9.83 12.83
Management Trust -Growth
Portfolio
- ------------------------------------------------------------
Neuberger & Berman Advisers 4.93 5.32 8.31
Management Trust -Bond
Portfolio
- ------------------------------------------------------------
Neuberger & Berman Advisers N/A N/A 21.78
Management Trust -Partners
Portfolio
- ------------------------------------------------------------
- ------------------------------------------------------------
Oppenheimer Variable Account 6.33 7.68 9.81
Fund - Bond Fund
- ------------------------------------------------------------
Oppenheimer Variable Account 4.32 12.43 10.69
Fund - Global Securities
- ------------------------------------------------------------
Oppenheimer Variable Account 11.18 11.67 11.53
Fund - Multiple Strategies
- ------------------------------------------------------------
- ------------------------------------------------------------
Strong Variable Insurance 8.86 N/A 12.3
Funds, Inc. -Discovery Fund
II, Inc.
- ------------------------------------------------------------
Strong Variable Insurance N/A N/A 10.98
Funds, Inc. -International
Stock Fund II
- ------------------------------------------------------------
Strong Special Fund II, Inc. 15.48 N/A 18.95
- ------------------------------------------------------------
- ------------------------------------------------------------
Van Eck Worldwide Insurance 8.77 15.26 8.71
Trust -Worldwide Emerging
Markets Fund
- ------------------------------------------------------------
Van Eck Worldwide Insurance 5.87 3.91 6.69
Trust -Worldwide Bond Fund
- ------------------------------------------------------------
Van Eck Worldwide Insurance N/A N/A 25.15
Trust -Worldwide Hard Assets
Fund
- ------------------------------------------------------------
- ------------------------------------------------------------
Van Kampen American Capital N/A N/A 31.77
Life Investment Trust -
American Capital Real Estate
Securities Fund
- ------------------------------------------------------------
- ------------------------------------------------------------
Warburg Pincus N/A N/A 11.74
Trust-International Equity
Portfolio
- ------------------------------------------------------------
Warburg Pincus Trust-Post N/A N/A N/A
Venture Capital Portfolio
- ------------------------------------------------------------
Warburg Pincus Trust-Small N/A N/A 26.79
Company Growth Portfolio
- ------------------------------------------------------------
54
<PAGE> 56
The preceding table displays three types of total return. Simply stated, total
return shows the percent change in unit values, with dividends and capital
gains reinvested, after the deduction of applicable investment advisory fees
and other expenses of the Underlying Mutual Funds), and includes no
contract-level charges. The total return figures shown in the Annual Percentage
Change and Annualized Percentage Change columns represent annualized figures,
i.e., they show the rate of growth that would have produced the corresponding
cumulative return had performance been constant over the entire period quoted.
The Non-Annualized Percentage Change total return figures are not annual return
figures but instead represent the total percentage change in unit value over
the stated periods without annualization. THE TOTAL RETURN FIGURES DO NOT TAKE
INTO ACCOUNT THE SEVERAL OTHER POLICY CHARGES WHICH ARE DESCRIBED IN THE
"POLICY CHARGES" SECTION. THESE OTHER CHARGES INCLUDE DEDUCTIONS FROM PREMIUMS,
COST OF INSURANCE CHARGES, SURRENDER CHARGES AND A MONTHLY ADMINISTRATIVE
CHARGE.
The Underlying Mutual Fund Inception Date is the date the Underlying Mutual
Fund first became effective, which is not necessarily the same date the
Underlying Mutual Fund was first made available through the Variable Account.
For those Underlying Mutual Funds which have not been offered as sub-accounts
through the Variable Account for one of the quoted periods, the total return
figures will show the investment performance such Underlying Mutual Funds would
have achieved Fund investment advisory fees and expenses had they been offered
as sub-accounts through the Variable Account for the period quoted. Certain
Underlying Mutual Funds are not as old as some of the periods quoted,
therefore, total return figures may not be available for all of the periods
shown.
55
<PAGE> 57
CASH VALUE PERFORMANCE TABLE
<TABLE>
<CAPTION>
======================================================================================================
1 Year to 3 Years to 5 Years to 10 Years to Inception to
12/31/96 12/31/96 12/31/96 12/31/96 12/31/96
======================================================================================================
Fund Cash Cash Cash Cash Cash
Underlying Mutual Fund Inception Accum Surr. Accum Surr. Accum Surr. Accum Surr. Accum Surr.
Date** Value Value Value Value Value Value Value Value Value Value
- -----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
American Century VP 05/01/91 $19,703 $8,866 $66,668 $55,831 $114,355 $104,602 N/A N/A $144,515 $135,303
Balanced
- -----------------------------------------------------------------------------------------------------------------------------
American Century VP 11/20/87 $16,775 $5,938 $59,772 $48,936 $105,197 $95,444 N/A N/A $271,405 $264,361
Capital Appreciation
- -----------------------------------------------------------------------------------------------------------------------------
American Century VP 05/01/94 $20,036 $9,199 N/A N/A N/A N/A N/A N/A $61,519 $50,682
International
- -----------------------------------------------------------------------------------------------------------------------------
American Century VP 05/01/94 N/A N/A N/A N/A N/A N/A N/A N/A $19,983 $9,146
Value
- -----------------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------
Dreyfus Variable 05/02/94 $21,052 $10,216 N/A N/A N/A N/A N/A N/A $78,854 $68,017
Investment Fund
Growth & Income Fund
- -----------------------------------------------------------------------------------------------------------------------------
Dreyfus Socially 10/06/93 $21,317 $10,481 $78,032 $67,196 N/A N/A N/A N/A $99,623 $89,329
Responsible Growth
Fund
- -----------------------------------------------------------------------------------------------------------------------------
Dreyfus Stock Index 09/29/89 $21,542 $10,706 $77,914 $67,078 $142,561 $132,808 N/A N/A $257,503 $249,375
Fund
- -----------------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------
Fidelity VIP Fund II 09/06/89 $20,128 $9,291 $64,836 $54,000 $119,015 $109,262 N/A N/A $214,979 $206,851
- -Asset Manager
Portfolio
- -----------------------------------------------------------------------------------------------------------------------------
Fidelity VIP Fund II 01/03/95 $21,319 $10,482 N/A N/A N/A N/A N/A N/A $50,450 $39,613
- -Contrafund Portfolio
- -----------------------------------------------------------------------------------------------------------------------------
Fidelity VIP Fund - 10/09/86 $20,071 $9,235 $75,253 $64,416 $146,639 $136,886 $401,482 $394,438 $416,725 $410,223
Equity-Income
Portfolio
- -----------------------------------------------------------------------------------------------------------------------------
Fidelity VIP Fund - 10/09/86 $20,161 $9,324 $73,732 $62,895 $138,888 $129,135 $413,882 $406,838 $446,605 $440,103
Growth Portfolio
- -----------------------------------------------------------------------------------------------------------------------------
Fidelity VIP Fund - 09/19/85 $20,036 $9,199 $67,053 $56,216 $128,346 $118,593 $347,013 $339,969 $428,610 $423,734
High Income Portfolio
- -----------------------------------------------------------------------------------------------------------------------------
Fidelity VIP Fund - 01/28/87 $19,885 $9,048 $62,987 $52,151 $118,139 $108,386 N/A N/A $272,330 $265,286
Overseas Portfolio
- -----------------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------
NSAT Capital 04/15/92 $22,185 $11,349 $78,172 $67,335 N/A N/A N/A N/A $137,739 $127,986
Appreciation Fund
- -----------------------------------------------------------------------------------------------------------------------------
NSAT Government Bond 11/08/82 $18,139 $7,303 $59,747 $48,910 $105,057 $95,304 $263,456 $256,412 $496,436 $496,436
Fund
- -----------------------------------------------------------------------------------------------------------------------------
NSAT Money Market Fund 11/10/81 $18,446 $7,610 $57,377 $46,541 $97,635 $87,882 $218,057 $211,013 $424,956 $424,956
- -----------------------------------------------------------------------------------------------------------------------------
NSAT Small Company 10/23/95 $21,615 $10,779 N/A N/A N/A N/A N/A N/A $43,311 $32,474
Fund
- -----------------------------------------------------------------------------------------------------------------------------
NSAT Total Return Fund 11/08/82 $21,416 $10,579 $75,965 $65,128 $137,538 $127,785 $368,808 $361,764 $790,656 $790,656
- -----------------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------
Neuberger & Berman 09/10/84 $19,158 $8,321 $67,505 $56,668 $118,645 $108,892 $319,377 $312,333 $463,425 $460,174
Advisers Management
Trust -Growth
Portfolio
- -----------------------------------------------------------------------------------------------------------------------------
Neuberger & Berman 09/10/84 $18,292 $7,456 $58,062 $47,225 $100,312 $90,559 $235,256 $228,213 $339,412 $336,161
Advisers Management
Trust -Bond Portfolio
- -----------------------------------------------------------------------------------------------------------------------------
Neuberger & Berman 03/22/94 $22,797 $11,961 N/A N/A N/A N/A N/A N/A $80,428 $69,591
Advisers Management
Trust -Partners
Portfolio
- -----------------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------
Oppenheimer Variable 04/30/85 $18,376 $7,539 $60,166 $49,330 $107,183 $97,430 $270,267 $263,224 $355,680 $350,803
Account Fund - Bond
Fund
- -----------------------------------------------------------------------------------------------------------------------------
Oppenheimer Variable 11/12/90 $20,701 $9,864 $60,900 $50,063 $123,783 $114,030 N/A N/A $174,517 $165,848
Account Fund - Global
Securities
- -----------------------------------------------------------------------------------------------------------------------------
Oppenheimer Variable 02/09/87 $20,290 $9,454 $68,113 $57,276 $123,987 $114,234 N/A N/A $314,660 $307,617
Account Fund -
Multiple Strategies
- -----------------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------
Strong Variable 05/08/92 $17,658 $6,821 $63,371 $52,535 N/A N/A N/A N/A $118,083 $108,331
Insurance Funds, Inc.
- -Discovery Fund II,
Inc.
- -----------------------------------------------------------------------------------------------------------------------------
Strong Variable 10/20/95 $19,402 $8,565 N/A N/A N/A N/A N/A N/A $38,162 $27,325
Insurance Funds, Inc.
- -International Stock
Fund II
- -----------------------------------------------------------------------------------------------------------------------------
Strong Special Fund 05/08/92 $20,761 $9,924 $72,945 $62,108 N/A N/A N/A N/A $137,813 $128,060
II, Inc.
- -----------------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------
Van Eck Worldwide 09/01/89 $21,231 $10,394 $66,600 $55,763 $136,739 $126,987 N/A N/A $214,698 $206,570
Insurance Trust
- -Worldwide Emerging
Markets Fund
- -----------------------------------------------------------------------------------------------------------------------------
Van Eck Worldwide 09/01/89 $17,969 $7,133 $59,097 $48,260 $100,679 $90,926 N/A N/A $169,936 $161,809
Insurance Trust
- -Worldwide Bond Fund
- -----------------------------------------------------------------------------------------------------------------------------
Van Eck Worldwide 12/27/95 $22,311 $11,474 N/A N/A N/A N/A N/A N/A $40,473 $29,636
Insurance Trust
- -Worldwide Hard
Assets Fund
- -----------------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------
Van Kampen American 07/03/95 $24,708 $13,872 N/A N/A N/A N/A N/A N/A $49,589 $38,753
Capital Life
Investment Trust -
American Capital Real
Estate Securities Fund
- -----------------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------
Warburg Pincus 06/30/95 $19,321 $8,484 N/A N/A N/A N/A N/A N/A $38,522 $27,685
Trust-International
Equity Portfolio
- -----------------------------------------------------------------------------------------------------------------------------
Warburg Pincus 11/18/96 N/A N/A N/A N/A N/A N/A N/A N/A $17,702 $6,866
Trust-Post Venture
Capital Portfolio
- -----------------------------------------------------------------------------------------------------------------------------
Warburg Pincus Trust 06/30/95 $20,025 $9,188 N/A N/A N/A N/A N/A N/A $42,849 $32,013
- - Small Company
Portfolio
=============================================================================================================================
</TABLE>
56
<PAGE> 58
The preceding cash value performance table shows the effect of the
performance quoted on accumulated values and cash surrender values, based on
a hypothetical annual guideline level premium of $20,000 for a 55 year old
male and a 55 year old female, both non-smoker preferred, with a level
initial basic coverage death benefit of $958,894. The cash surrender value
figures reflect the deduction of all applicable fund level investment
advisory fees, premium load, mortality and expense risk charge, the
applicable cost of insurance charges, and a monthy administrative charge.
See the "Policy Charges" section for more information about these charges.
The cost of insurance charges may be higher or lower for purchasers who do
not meet the profile of the hypothetical purchaser. Illustrations reflecting
a potential purchaser's specific characteristics are available from the
Company upon request.
**The Underlying Mutual Fund Inception Date is the date the Underlying Mutual
Fund first became effective, which is not necessarily the same date the
Underlying Mutual Fund was first made available through the Variable Account.
For those Underlying Mutual Funds which have not been offered as sub-accounts
through the Variable Account for one of the quoted periods, the cash values
will show the investment performance such Underlying Mutual Funds would have
achieved (reduced by any applicable Variable Account and Policy Charges, and
Underlying Mutual Fund investment advisory fees and expenses) had they been
offered as sub-accounts through the Variable Account for the period quoted.
Certain Underlying Mutual Funds are not as old as some of the periods quoted,
therefore, the cash values may not be available for all of the periods shown.
57
<PAGE> 59
<PAGE> 1
Independent Auditors' Report
----------------------------
The Board of Directors of Nationwide Life Insurance Company and
Contract Owners of Nationwide VLI Separate Account-2:
We have audited the accompanying statement of assets, liabilities and
contract owners' equity of Nationwide VLI Separate Account-2 as of December 31,
1996, and the related statements of operations and changes in contract owners'
equity and schedules of changes in unit value for each of the years in the three
year period then ended. These financial statements and schedules of changes in
unit value are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements and
schedules of changes in unit value 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 schedules of
changes in unit value 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 include confirmation of securities
owned as of December 31, 1996, by correspondence with the transfer agents of the
underlying mutual funds. 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 that our
audits provide a reasonable basis for our opinion.
In our opinion, the financial statements and schedules of changes in unit
value referred to above present fairly, in all material respects, the financial
position of Nationwide VLI Separate Account-2 as of December 31, 1996, and the
results of its operations and its changes in contract owners' equity and the
schedules of changes in unit value for each of the years in the three year
period then ended in conformity with generally accepted accounting principles.
KPMG Peat Marwick LLP
Columbus, Ohio
February 7, 1997
<PAGE> 2
NATIONWIDE VLI SEPARATE ACCOUNT-2
STATEMENT OF ASSETS, LIABILITIES AND CONTRACT OWNERS' EQUITY
DECEMBER 31, 1996
<TABLE>
<CAPTION>
<S> <C>
ASSETS:
Investments at market value:
The Dreyfus Socially Responsible Growth Fund, Inc. (DrySRGro)
146,819 shares (cost $3,024,270) ................................. $ 2,949,585
Dreyfus Stock Index Fund (DryStkIx)
763,499 shares (cost $14,597,832) ................................ 15,483,766
Fidelity VIP - Equity-Income Portfolio (FidVIPEI)
2,131,003 shares (cost $38,585,366) .............................. 44,815,000
Fidelity VIP - Growth Portfolio (FidVIPGr)
1,730,628 shares (cost $51,294,462) .............................. 53,891,755
Fidelity VIP - High Income Portfolio (FidVIPHI)
1,362,065 shares (cost $16,148,006) .............................. 17,053,049
Fidelity VIP - Overseas Portfolio (FidVIPOv)
859,910 shares (cost $14,604,187) ................................ 16,200,703
Fidelity VIP II - Asset Manager Portfolio (FidVIPAM)
1,317,970 shares (cost $19,127,367) .............................. 22,313,225
Fidelity VIP II - Contrafund Portfolio (FidVIPCon)
824,740 shares (cost $12,402,278) ................................ 13,657,697
Nationwide SAT - Capital Appreciation Fund (NSATCapAp)
505,369 shares (cost $7,950,583) ................................. 8,227,404
Nationwide SAT - Government Bond Fund (NSATGvtBd)
605,008 shares (cost $6,588,470) ................................. 6,679,290
Nationwide SAT - Money Market Fund (NSATMyMkt)
34,777,014 shares (cost $34,777,014) ............................. 34,777,014
Nationwide SAT - Small Company Fund (NSATSmCo)
425,548 shares (cost $5,751,682) ................................. 5,910,856
Nationwide SAT - Total Return Fund (NSATTotRe)
3,193,395 shares (cost $37,809,735) .............................. 42,376,355
Neuberger &Berman - Growth Portfolio (NBAMTGro)
493,535 shares (cost $12,574,511) ................................ 12,723,337
Neuberger &Berman - Limited Maturity Bond Portfolio (NBAMTLMat)
197,236 shares (cost $2,784,764) ................................. 2,771,172
Neuberger &Berman - Partners Portfolio (NBAMTPart)
646,222 shares (cost $9,535,912) ................................. 10,649,743
Oppenheimer - Bond Fund (OppBdFd)
513,225 shares (cost $5,888,181) ................................. 5,968,803
Oppenheimer - Global Securities Fund (OppGlSec)
561,069 shares (cost $8,710,530) ................................. 9,914,098
Oppenheimer - Multiple Strategies Fund (OppMult)
509,706 shares (cost $7,225,046) ................................. 7,966,703
</TABLE>
<PAGE> 3
<TABLE>
<CAPTION>
<S> <C>
Strong Special Fund II, Inc. (StSpec2)
893,185 shares (cost $14,371,245) ................................ 17,184,873
Strong VIF - Strong Discovery Fund II (StDisc2)
624,950 shares (cost $7,308,503) ................................. 6,749,458
Strong VIF - Strong International Stock Fund II (StIntStk2)
162,907 shares (cost $1,831,224) ................................. 1,829,443
TCI Portfolios - TCI Balanced (TCIBal)
351,201 shares (cost $2,386,878) ................................. 2,648,056
TCI Portfolios - TCI Growth (TCIGro)
1,169,740 shares (cost $12,750,085) .............................. 11,978,141
TCI Portfolios - TCI International (TCIInt)
576,818 shares (cost $3,278,870) ................................. 3,437,835
TCI Portfolios - TCI Value (TCIValue)
1,637 shares (cost $9,188) ....................................... 9,133
Van Eck - Gold and Natural Resources Fund (VEGoldNR)
377,518 shares (cost $6,100,328) ................................. 6,312,096
Van Eck - Worldwide Bond Fund (VEWrldBd)
202,885 shares (cost $2,232,824) ................................. 2,252,023
Van Eck - Worldwide Emerging Markets Fund (VEWrldEMkt)
257 shares (cost $3,213) ......................................... 3,213
Van Kampen American Capital LIT - Real Estate Securities Fund (VKACRES
216,078 shares (cost $2,880,829) ................................. 3,193,630
Warburg Pincus - International Equity Portfolio (WPIntEq)
730,797 shares (cost $8,366,199) ................................. 8,389,554
Warburg Pincus - Small Company Growth Portfolio (WPSmCoGr)
514,119 shares (cost $7,238,771) ................................. 7,326,189
-------------
Total investments ............................................. 405,643,199
Accounts receivable .................................................... 3,525,975
-------------
Total assets .................................................. 409,169,174
-------------
CONTRACT OWNERS' EQUITY (NOTE 7) .......................................... $ 409,169,174
=============
</TABLE>
See accompanying notes to financial statements.
<PAGE> 4
<TABLE>
<CAPTION>
NATIONWIDE VLI SEPARATE ACCOUNT-2
STATEMENTS OF OPERATIONS AND CHANGES IN CONTRACT OWNERS' EQUITY
YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994
1996 1995 1994
------------ ----------- -----------
<S> <C> <C> <C>
INVESTMENT ACTIVITY:
Reinvested capital gains and dividends . . . . . . . . . . . . . $ 16,972,691 6,764,208 3,376,057
Mortality and expense charges (note 3) . . . . . . . . . . . . . (2,983,466) (1,747,342) (879,737)
------------ ----------- -----------
Net investment activity . . . . . . . . . . . . . . . . . . . 13,989,225 5,016,866 2,496,320
------------ ----------- -----------
Proceeds from mutual fund shares sold . . . . . . . . . . . . . 275,979,207 163,574,836 184,340,809
Cost of mutual fund shares sold . . . . . . . . . . . . . . . . (266,008,543) (154,208,870) (184,441,475)
------------ ----------- -----------
Realized gain (loss) on investments . . . . . . . . . . . . . 9,970,664 9,365,966 (100,666)
Change in unrealized gain (loss) on investments . . . . . . . . 12,175,328 17,134,325 (3,604,010)
------------ ----------- -----------
Net gain (loss) on investments . . . . . . . . . . . . . . . 22,145,992 26,500,291 (3,704,676)
------------ ----------- -----------
Net increase (decrease) in contract owners'
equity resulting from operations . . . . . . . . . . . 36,135,217 31,517,157 (1,208,356)
------------ ----------- -----------
EQUITY TRANSACTIONS:
Purchase payments received from contract owners . . . . . . . . 174,104,282 106,694,208 77,172,455
Surrenders (note 2d) . . . . . . . . . . . . . . . . . . . . . . (6,124,049) (4,970,867) (1,308,994)
Death benefits . . . . . . . . . . . . . . . . . . . . . . . . . (730,700) (143,265) (15,398)
Policy loans (net of repayments) (note 5) . . . . . . . . . . . (6,468,023) (2,529,830) (2,980,396)
Deductions for surrender charges (note 2d) . . . . . . . . . . . (721,263) (364,725) (116,899)
Redemptions to pay cost of insurance charges
and administrative charges (notes 2b and 2c) . . . . . . . . (24,075,896) (14,110,656) (5,382,393)
Deductions for asset charges (note 3) . . . . . . . . . . . . . (20,037) - -
------------ ----------- -----------
Net increase (decrease) in equity transactions . . . . . . 135,964,314 84,574,865 67,368,375
------------ ----------- -----------
NET CHANGE IN CONTRACT OWNERS' EQUITY . . . . . . . . . . . . . . . 172,099,531 116,092,022 66,160,019
CONTRACT OWNERS' EQUITY BEGINNING OF PERIOD . . . . . . . . . . . . 237,069,643 120,977,621 54,817,602
------------ ----------- -----------
CONTRACT OWNERS' EQUITY END OF PERIOD . . . . . . . . . . . . . . . $ 409,169,174 237,069,643 120,977,621
============= =========== ===========
See accompanying notes to financial statements.
</TABLE>
<PAGE> 5
NATIONWIDE VLI SEPARATE ACCOUNT-2
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1996, 1995 AND 1994
(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(a) Organization and Nature of Operations
The Nationwide VLI Separate Account-2 (the Account) was established
pursuant to a resolution of the Board of Directors of Nationwide Life Insurance
Company (the Company) on May 7, 1987. The Account has been registered as a unit
investment trust under the Investment Company Act of 1940.
The Company offers Modified Single Premium and Flexible Premium Variable
Life Insurance Policies through the Account. The primary distribution for the
contracts is through the brokerage community; however, other distributors may be
utilized.
(b) The Contracts
Prior to December 31, 1990, only contracts without a front-end sales
charge, but with a contingent deferred sales charge and certain other fees, were
offered for purchase. Beginning December 31, 1990, contracts with a front-end
sales charge, a contingent deferred sales charge and certain other fees, are
offered for purchase. See note 2 for a discussion of policy charges, and note 3
for asset charges.
Contract owners may invest in the following:
The Dreyfus Socially Responsible Growth Fund, Inc. (DrySRGro)
Dreyfus Stock Index Fund (DryStkIx)
Dreyfus Variable Investment Fund - Growth and Income Portfolio (DryGroInc)
Portfolios of the Fidelity Variable Insurance Products Fund
(Fidelity VIP);
Fidelity VIP - Equity-Income Portfolio (FidVIPEI)
Fidelity VIP - Growth Portfolio (FidVIPGr)
Fidelity VIP - High Income Portfolio (FidVIPHI)
Fidelity VIP - Overseas Portfolio (FidVIPOv)
Portfolios of the Fidelity Variable Insurance Products Fund II (Fidelity
VIP-II);
Fidelity VIP-II - Asset Manager Portfolio (FidVIPAM)
Fidelity VIP-II - Contrafund Portfolio (FidVIPCon)
Funds of the Nationwide Separate Account Trust (Nationwide SAT) (managed
for a fee by an affiliated investment advisor);
Nationwide SAT - Capital Appreciation Fund (NSATCapAp)
Nationwide SAT - Government Bond Fund (NSATGvtBd)
Nationwide SAT - Money Market Fund (NSATMyMkt)
Nationwide SAT - Small Company Fund (NSATSmCo)
Nationwide SAT - Total Return Fund (NSATTotRe)
Portfolios of the Neuberger & Berman Advisers Management Trust
(Neuberger & Berman);
Neuberger & Berman - Growth Portfolio (NBAMTGro)
Neuberger & Berman - Limited Maturity Bond Portfolio (NBAMTLMat)
Neuberger & Berman - Partners Portfolio (NBAMTPart)
Funds of the Oppenheimer Variable Account Funds (Oppenheimer);
Oppenheimer - Bond Fund (OppBdFd)
Oppenheimer - Global Securities Fund (OppGlSec)
Oppenheimer - Multiple Strategies Fund (OppMult)
<PAGE> 6
Strong Special Fund II, Inc. (StSpec2)
Funds of the Strong Variable Insurance Funds, Inc. (Strong VIF);
Strong VIF - Strong Discovery Fund II (StDisc2)
Strong VIF - Strong International Stock Fund II (StIntStk2)
Portfolios of the TCI Portfolios, Inc. (TCI Portfolios);
TCI Portfolios - TCI Balanced (TCIBal)
TCI Portfolios - TCI Growth (TCIGro)
TCI Portfolios - TCI International (TCIInt)
TCI Portfolios - TCI Value (TCIValue)
Funds of the Van Eck Worldwide Insurance Trust (Van Eck);
Van Eck - Gold and Natural Resources Fund (VEGoldNR)
Van Eck - Worldwide Bond Fund (VEWrldBd) (formerly Van Eck - Global
Bond Fund (VEGlobBd))
Van Eck - Worldwide Emerging Markets Fund (VEWrldEMkt)
Fund of the Van Kampen American Capital Life Investment Trust
(Van Kampen American Capital);
Van Kampen American Capital LIT - Real Estate Securities Fund
(VKACRESec)
Portfolios of the Warburg Pincus Trust (Warburg Pincus);
Warburg Pincus - International Equity Portfolio (WPIntEq)
Warburg Pincus - Post Venture Capital Portfolio (WPPVenCap)
Warburg Pincus - Small Company Growth Portfolio (WPSmCoGr)
At December 31, 1996, contract owners have invested in all of the above
funds (except Dreyfus Variable Investment Fund - Growth and Income Portfolio and
Warburg Pincus - Post Venture Capital Portfolio.) The contract owners' equity is
affected by the investment results of each fund, equity transactions by contract
owners and certain contract expenses (see notes 2 and 3). The accompanying
financial statements include only contract owners' purchase payments pertaining
to the variable portions of their contracts and exclude any purchase payments
for fixed dollar benefits, the latter being included in the accounts of the
Company.
(c) Security Valuation, Transactions and Related Investment Income
The market value of the underlying mutual funds is based on the closing
net asset value per share at December 31, 1996. Fund purchases and sales are
accounted for on the trade date (date the order to buy or sell is executed). The
cost of investments sold is determined on a specific identification basis, and
dividends (which include capital gain distributions) are accrued as of the
ex-dividend date.
(d) Federal Income Taxes
Operations of the Account form a part of, and are taxed with, operations
of the Company, which is taxed as a life insurance company under the provisions
of the Internal Revenue Code.
Fund purchases and sales are accounted for on the trade date (date the
order to buy or sell is executed). The cost of investments sold is determined on
a specific identification basis, and dividends (which include capital gain
distributions) are accrued as of the ex-dividend date.
(e) Use of Estimates in the Preparation of Financial Statements
The preparation of financial statements in conformity with generally
accepted accounting principles may require management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities, if any, at the date of the
financial statements and the reported amounts of revenues and expenses during
the reporting period. Actual results could differ from those estimates.
(f) Reclassifications
Certain 1995 and 1994 amounts have been reclassified to conform with the
current year presentation.
<PAGE> 7
(2) POLICY CHARGES
(a) Deductions from Premiums
On multiple payment contracts and flexible premium contracts, the Company
deducts a charge for state premium taxes equal to 2.5% of all premiums received
to cover the payment of these premium taxes. The Company also deducts a sales
load from each premium payment received not to exceed 3.5% of each premium
payment.
On last survivor flexible premium contracts, the Company deducts a charge
for state premium taxes equal to 3.5% of all premiums received to cover the
payment of these premium taxes. The Company also deducts a sales load from each
premium payment received not to exceed 5% of each premium payment during the
first ten years and 1.5% of each premium payment thereafter.
The Company may at its sole discretion reduce this sales loading.
(b) Cost of Insurance
A cost of insurance charge is assessed monthly against each contract by
liquidating units. The amount of the charge is based upon age, sex, rate class
and net amount at risk (death benefit less total contract value).
For last survivor flexible premium contracts, the monthly cost of
insurance is determined in a manner that reflects the anticipated mortality of
the two insureds and the fact that the death benefit is not payable until the
death of the second insured to die.
(c) Administrative Charges
An administrative charge is assessed against each contract to recover
policy maintenance, accounting, record keeping and other administrative expenses
and is assessed against each contract by liquidating units.
For single premium contracts, the Company deducts an annual administrative
charge which is determined as follows:
Contracts issued prior to April 16, 1990:
Purchase payments totalling less than $25,000 - $10/month
Purchase payments totalling $25,000 or more - none
Contracts issued on or after April 16, 1990:
Purchase payments totalling less than $25,000 - $90/year ($65/year in
New York)
Purchase payments totalling $25,000 or more - $50/year
For multiple payment contracts, the Company currently deducts a monthly
administrative charge of $5 (may deduct up to $7.50, maximum).
For flexible premium contracts, the Company currently deducts a monthly
administrative charge of $25 during the first policy year and $5 per month
thereafter (may deduct up to $7.50, maximum). Additionally, the Company deducts
an increase charge of $2.04 per year per $1,000 applied to any increase in the
specified amount during the first 12 months after the increase becomes
effective.
For modified single premium contracts, the monthly charge is equal to an
annual rate of .30% multiplied by the policy's cash value. For policy years 11
and later, this monthly charge is reduced to an annual rate of 0.15% of the
policy's cash value. The monthly charge is subject to a $10 minimum.
For last survivor flexible premium contracts, the Company deducts a
monthly administrative charge equal to the sum of the policy charge and the
basic coverage charge. For policy years one through ten the policy charge is
$10. Additionally, there is a $0.04 per $1000 basic coverage charge (not less
than $20 or more than $80 per policy). For policy years eleven and after, the
policy charge is $5. Additionally, there is a $0.02 per $1000 basic coverage
charge (not less than $10 or more than $40 per policy). Additionally, the
Company deducts a monthly increase charge of $2.40 per $1000 applied to any
increase in the specified amount during the first 12 months after the increase
becomes effective. The charge may be raised to $3.60 per $1000 of increase per
year at the Company's discretion.
<PAGE> 8
(d) Surrender Charges
Policy surrenders result in a redemption of the contract value from the
Account and payment of the surrender proceeds to the contract owner or designee.
The surrender proceeds consist of the contract value, less any outstanding
policy loans, and less a surrender charge, if applicable. The charge is
determined according to contract type.
For single premium contracts, the charge is determined based upon a
specified percentage of the original purchase payment. For single premium
contracts issued prior to April 16, 1990, the charge is 8% in the first year and
declines to 0% after the ninth year. For single premium contracts issued on or
after April 16, 1990, the charge is 8.5% in the first year, and declines to 0%
after the ninth year.
For multiple payment contracts and flexible premium contracts, the amount
charged is based upon a specified percentage of the initial surrender charge,
which varies by issue age, sex and rate class. The charge is 100% of the initial
surrender charge in the first year, declining to 0% after the ninth year.
For modified single premium contracts, the amount charged is based on the
original purchase payment. The charge is 10% in the first year, declining to 0%
in the ninth year.
For last survivor flexible premium contracts, the charge is 100% of the
initial surrender charge, declining to 0% in the fourteenth year if the average
issue age is 74 or less. The charge is 100% of the initial surrender charge,
declining to 0% in the ninth year if the average issue age is 75 or greater. For
last survivor flexible payment contracts, the initial surrender charge is
comprised of two components, an underwriting surrender charge and a sales
surrender charge.
The Company may waive the surrender charge for certain contracts in which
the sales expenses normally associated with the distribution of a contract are
not incurred.
(3) ASSET CHARGES
For single premium contracts, the Company deducts a charge from the
contract to cover mortality and expense risk charges related to operations, and
to recover policy maintenance and premium tax charges. For contracts issued
prior to April 16, 1990, the charge is equal to an annual rate of .95% during
the first ten policy years, and .50% thereafter. A reduction of charges on these
contracts is possible in policy years six through ten for those contracts
achieving certain investment performance criteria. For single premium contracts
issued on or after April 16, 1990, the charge is equal to an annual rate of
1.30% during the first ten policy years, and 1.00% thereafter.
For multiple payment contracts and flexible premium contracts, the Company
deducts a charge equal to an annual rate of .80%, with certain exceptions, to
cover mortality and expense risk charges related to operations. The above
charges are assessed through the daily unit value calculation.
For modified single premium contracts, the Company deducts an annual rate
of .90% charged against the cash value of the contacts. This charge is assessed
monthly against each contract by liquidating units.
For last survivor flexible premium contracts, the Company deducts an
annual rate of .80% in policy years one through ten. This charge is assessed
monthly by liquidating units. In policy years eleven and greater, the Company
deducts an annual rate of .80% if the cash value of the contract is less than
$100,000. If the cash value is greater than or equal to $100,000, the Company
reduces the annual asset fee rate to .30%.
(4) DEATH BENEFITS
Death benefits result in a redemption of the contract value from the
Account and payment of the death benefit proceeds, less any outstanding policy
loans (and policy charges), to the legal beneficiary. For last survivor flexible
premium contracts, the proceeds are payable on the death of the last surviving
insured. The excess of the death benefit proceeds over the contract value on the
date of death is paid by the Company's general account.
<PAGE> 9
(5) POLICY LOANS (NET OF REPAYMENTS)
Contract provisions allow contract owners to borrow up to 90% (50% during
first year of single and modified single premium contracts) of a policy's cash
surrender value. For single premium contracts issued prior to April 16, 1990,
6.5% interest is due and payable annually in advance. For single premium
contracts issued on or after April 16, 1990, multiple payment, flexible premium,
modified single and last survivor flexible premium contracts, 6% interest is due
and payable in advance on the policy anniversary when there is a loan
outstanding on the policy.
At the time the loan is granted, the amount of the loan is transferred
from the Account to the Company's general account as collateral for the
outstanding loan. Collateral amounts in the general account are credited with
the stated rate of interest in effect at the time the loan is made, subject to a
guaranteed minimum rate. Loan repayments result in a transfer of collateral,
including interest, back to the Account.
(6) SCHEDULE I
Schedule I presents the components of the change in the unit values, which
are the basis for determining contract owners' equity. This schedule is
presented for each series, as applicable, in the following format:
- Beginning unit value - Jan. 1
- Reinvested capital gains and dividends
(This amount reflects the increase in the unit value due to
capital gains and dividend distributions from the underlying
mutual funds.)
- Unrealized gain (loss)
(This amount reflects the increase (decrease) in the unit value
resulting from the market appreciation (depreciation) of the
underlying mutual funds.)
- Asset charges
(This amount reflects the decrease in the unit value due to the
charges discussed in note 3.)
- Ending unit value - Dec. 31
- Percentage increase (decrease) in unit value.
<PAGE> 10
(7) COMPONENTS OF CONTRACT OWNERS' EQUITY
The following is a summary of contract owners' equity at December 31, 1996,
for each series, in both the accumulation and payout phases.
Contract owners' equity represented by:
<TABLE>
<CAPTION>
UNITS UNIT VALUE
----- ----------
<S> <C> <C> <C>
Single Premium contracts issued prior to April 16, 1990:
Fidelity VIP - Equity-Income Portfolio ........................ 8,709 $29.854628 $260,004
Fidelity VIP - Growth Portfolio ............................... 5,280 34.379126 181,522
Fidelity VIP - High Income Portfolio .......................... 3,462 24.493313 84,796
Fidelity VIP - Overseas Portfolio ............................. 5,297 19.654083 104,108
Fidelity VIP-II - Asset Manager Portfolio ..................... 1,158 20.525705 23,769
Nationwide SAT - Government Bond Fund ......................... 2,831 19.842234 56,173
Nationwide SAT - Money Market Fund ............................ 28,405 14.875178 422,529
Nationwide SAT - Total Return Fund ............................ 1,189 26.717684 31,767
Neuberger &Berman - Growth Portfolio .......................... 5,398 24.838185 134,077
Neuberger &Berman - Limited Maturity Bond Portfolio ........... 5,192 16.433880 85,325
Oppenheimer - Global Securities Fund .......................... 1,616 13.422186 21,690
Strong Special Fund II, Inc. .................................. 406 21.426416 8,699
TCI Portfolios - TCIGrowth .................................... 8,408 24.053649 202,243
Van Eck - Gold and Natural Resources Fund ..................... 4,593 15.014547 68,962
Van Eck - Worldwide Bond Fund ................................. 23 14.682655 338
Van Kampen American Capital LIT - Real Estate Securities Fund . 5,134 15.011508 77,069
Warburg Pincus - International Equity Portfolio ............... 1,802 11.634515 20,965
Single Premium contracts issued on or after April 16, 1990:
The Dreyfus Socially Responsible Growth Fund, Inc. ............ 16,672 17.041821 284,121
Dreyfus Stock Index Fund ...................................... 166,883 16.474993 2,749,396
Fidelity VIP - Equity-Income Portfolio ........................ 556,249 24.419978 13,583,588
Fidelity VIP - Growth Portfolio ............................... 436,608 23.774932 10,380,326
Fidelity VIP - High Income Portfolio .......................... 160,710 25.198564 4,049,661
Fidelity VIP - Overseas Portfolio ............................. 349,868 14.155666 4,952,615
Fidelity VIP-II - Asset Manager Portfolio ..................... 328,224 20.046209 6,579,647
Fidelity VIP-II - Contrafund Portfolio ........................ 253,591 13.256842 3,361,816
Nationwide SAT - Capital Appreciation Fund .................... 69,468 17.984058 1,249,317
Nationwide SAT - Government Bond Fund ......................... 215,649 16.449774 3,547,377
Nationwide SAT - Money Market Fund ............................ 1,264,987 12.479104 15,785,904
Nationwide SAT - Small Company Fund ........................... 84,265 13.833221 1,165,656
Nationwide SAT - Total Return Fund ............................ 145,392 23.035683 3,349,204
Neuberger &Berman - Growth Portfolio .......................... 171,390 17.521012 3,002,926
Neuberger &Berman - Limited Maturity Bond Portfolio ........... 72,295 14.088625 1,018,537
Neuberger &Berman - Partners Portfolio ........................ 166,759 17.259712 2,878,212
Oppenheimer - Bond Fund ....................................... 107,202 16.608318 1,780,445
Oppenheimer - Global Securities Fund .......................... 112,397 13.270426 1,491,556
Oppenheimer - Multiple Strategies Fund ........................ 137,052 18.701076 2,563,020
Strong Special Fund II, Inc. .................................. 145,314 21.077454 3,062,849
Strong VIF - Strong Discovery Fund II ......................... 96,856 16.133543 1,562,630
Strong VIF - Strong International Stock Fund II ............... 51,959 11.141803 578,917
TCI Portfolios - TCIBalanced .................................. 38,880 14.303509 556,120
TCI Portfolios - TCIGrowth .................................... 187,431 16.163625 3,029,564
TCI Portfolios - TCIInternational ............................. 140,670 11.748051 1,652,598
Van Eck - Gold and Natural Resources Fund ..................... 179,378 16.582948 2,974,616
Van Eck - Worldwide Bond Fund ................................. 51,233 14.339608 734,661
Van Kampen American Capital LIT - Real Estate Securities Fund . 77,060 14.933196 1,150,752
Warburg Pincus - International Equity Portfolio ............... 229,373 11.573771 2,654,711
Warburg Pincus - Small Company Growth Portfolio ............... 101,386 13.975650 1,416,935
Multiple Payment contracts and Flexible Premium contracts:
The Dreyfus Socially Responsible Growth Fund, Inc. ............ 149,312 17.319589 2,586,022
Dreyfus Stock Index Fund ...................................... 743,163 16.744674 12,444,022
Fidelity VIP - Equity-Income Portfolio ........................ 1,203,661 25.185570 30,314,888
Fidelity VIP - Growth Portfolio ............................... 1,774,112 24.186560 42,909,666
</TABLE>
<PAGE> 11
<TABLE>
<S> <C> <C> <C>
Fidelity VIP - High Income Portfolio .......................... 519,177 23.588786 12,246,755
Fidelity VIP - Overseas Portfolio ............................. 723,688 15.324813 11,090,383
Fidelity VIP-II - Asset Manager Portfolio ..................... 858,375 18.169993 15,596,668
Fidelity VIP-II - Contrafund Portfolio ........................ 741,153 13.356323 9,899,079
Nationwide SAT - Capital Appreciation Fund .................... 373,658 18.410667 6,879,293
Nationwide SAT - Government Bond Fund ......................... 196,023 15.383251 3,015,471
Nationwide SAT - Money Market Fund ............................ 1,548,800 12.214743 18,918,194
Nationwide SAT - Small Company Fund ........................... 325,390 13.915643 4,528,011
Nationwide SAT - Total Return Fund ............................ 1,740,045 21.988773 38,261,455
Neuberger &Berman - Growth Portfolio .......................... 542,729 17.282005 9,379,445
Neuberger &Berman - Limited Maturity Bond Portfolio ........... 117,219 13.551318 1,588,472
Neuberger &Berman - Partners Portfolio ........................ 434,744 17.469360 7,594,699
Oppenheimer - Bond Fund ....................................... 260,488 15.764821 4,106,547
Oppenheimer - Global Securities Fund .......................... 616,399 13.487753 8,313,837
Oppenheimer - Multiple Strategies Fund ........................ 287,199 18.446363 5,297,777
Strong VIF - Strong Discovery Fund II ......................... 305,653 16.514861 5,047,817
Strong VIF - Strong International Stock Fund II ............... 103,783 11.208230 1,163,224
Strong Special Fund II, Inc. .................................. 649,651 21.575419 14,016,493
TCI Portfolios - TCIBalanced .................................. 137,856 14.642920 2,018,614
TCI Portfolios - TCIGrowth .................................... 564,722 15.327392 8,655,715
TCI Portfolios - TCIInternational ............................. 145,930 11.890858 1,735,233
TCI Portfolios - TCI Value .................................... 900 10.143687 9,129
Van Eck - Gold and Natural Resources Fund ..................... 174,641 18.284590 3,193,239
Van Eck - Worldwide Bond Fund ................................. 110,868 13.479157 1,494,407
Van Eck - Worldwide Emerging Markets Fund ..................... 319 10.078948 3,215
Van Kampen American Capital LIT - Real Estate Securities Fund . 120,572 15.045195 1,814,029
Warburg Pincus - International Equity Portfolio ............... 469,367 11.660648 5,473,123
Warburg Pincus - Small Company Growth Portfolio ............... 402,279 14.080553 5,664,311
Modified Single Premium and Last Survivor Flexible Premium contracts:
The Dreyfus Socially Responsible Growth Fund, Inc. ............ 7,118 11.180091 79,580
Dreyfus Stock Index Fund ...................................... 25,438 11.459856 291,516
Fidelity VIP - Equity-Income Portfolio ........................ 61,195 10.790149 660,303
Fidelity VIP - Growth Portfolio ............................... 40,595 10.446167 424,062
Fidelity VIP - High Income Portfolio .......................... 62,142 10.830462 673,027
Fidelity VIP - Overseas Portfolio ............................. 5,158 10.668178 55,026
Fidelity VIP-II - Asset Manager Portfolio ..................... 10,453 11.022140 115,214
Fidelity VIP-II - Contrafund Portfolio ........................ 35,353 11.249999 397,721
Nationwide SAT - Capital Appreciation Fund .................... 8,542 11.610340 99,176
Nationwide SAT - Government Bond Fund ......................... 5,711 10.679205 60,989
Nationwide SAT - Money Market Fund ............................ 304,482 10.339005 3,148,041
Nationwide SAT - Small Company Fund ........................... 20,576 10.524418 216,550
Nationwide SAT - Total Return Fund ............................ 64,330 11.444877 736,249
Neuberger &Berman - Growth Portfolio .......................... 21,053 9.869834 207,790
Neuberger &Berman - Limited Maturity Bond Portfolio ........... 7,552 10.477247 79,124
Neuberger &Berman - Partners Portfolio ........................ 15,462 11.476324 177,447
Oppenheimer - Bond Fund ....................................... 7,727 10.644626 82,251
Oppenheimer - Global Securities Fund .......................... 8,064 10.833847 87,364
Oppenheimer - Multiple Strategies Fund ........................ 9,746 10.937578 106,598
Strong Special Fund II, Inc. .................................. 9,106 10.766829 98,043
Strong VIF - Strong Discovery Fund II ......................... 14,115 9.884557 139,521
Strong VIF - Strong International Stock Fund II ............... 8,692 10.054422 87,393
TCI Portfolios - TCIBalanced .................................. 6,725 10.931147 73,512
TCI Portfolios - TCIGrowth .................................... 9,987 9.118427 91,066
TCI Portfolios - TCIInternational ............................. 4,661 10.773558 50,216
Van Eck - Gold and Natural Resources Fund ..................... 7,974 10.056004 80,187
Van Eck - Worldwide Bond Fund ................................. 2,209 10.516764 23,232
Van Kampen American Capital LIT - Real Estate Securities Fund . 11,112 13.673840 151,944
Warburg Pincus - International Equity Portfolio ............... 24,290 9.935018 241,322
Warburg Pincus - Small Company Growth Portfolio ............... 24,804 9.827590 243,764
------ -------- ------------
$409,169,174
============
</TABLE>
<PAGE> 12
SCHEDULE I
NATIONWIDE VLI SEPARATE ACCOUNT-2
SINGLE PREMIUM CONTRACTS ISSUED PRIOR TO APRIL 16, 1990
SCHEDULES OF CHANGES IN UNIT VALUE
YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994
<TABLE>
<CAPTION>
FIDVIPEI FIDVIPGR FIDVIPHI FIDVIPOV FIDVIPAM
-------- -------- -------- -------- --------
1996**
<S> <C> <C> <C> <C> <C>
Beginning unit value - Jan 1 $26.373971 30.259267 21.685282 17.526172 18.081878
- -------------------------------------------------------------------------------------------------------------------------------
Reinvested capital gains
and dividends 1.217030 2.174262 1.977825 .431349 1.189904
- -------------------------------------------------------------------------------------------------------------------------------
Unrealized gain (loss) 2.528645 2.256603 1.050520 1.872575 1.435663
- -------------------------------------------------------------------------------------------------------------------------------
Asset charges (.265018) (.311006) (.220314) (.176013) (.181740)
- -------------------------------------------------------------------------------------------------------------------------------
Ending unit value - Dec. 31 $29.854628 34.379126 24.493313 19.654083 20.525705
- -------------------------------------------------------------------------------------------------------------------------------
Percentage increase (decrease)
in unit value* 13% 14% 13% 12% 14%
================================================================================================================================
1995
Beginning unit value - Jan 1 $19.708533 22.566466 18.151674 16.131866 15.607540
- -------------------------------------------------------------------------------------------------------------------------------
Reinvested capital gains
and dividends 1.542607 .124738 1.314664 .123427 .327932
- -------------------------------------------------------------------------------------------------------------------------------
Unrealized gain (loss) 5.341041 7.828480 2.410020 1.428229 2.304058
- -------------------------------------------------------------------------------------------------------------------------------
Asset charges (.218210) (.260417) (.191076) (.157350) (.157652)
- -------------------------------------------------------------------------------------------------------------------------------
Ending unit value - Dec. 31 $26.373971 30.259267 21.685282 17.526172 18.081878
- -------------------------------------------------------------------------------------------------------------------------------
Percentage increase (decrease)
in unit value* 34% 34% 19% 9% 16%
================================================================================================================================
1994
Beginning unit value - Jan 1 $18.583057 22.785679 18.612185 16.009316 16.778042
- -------------------------------------------------------------------------------------------------------------------------------
Reinvested capital gains
and dividends 1.395798 1.371061 1.706032 .082663 .815806
- -------------------------------------------------------------------------------------------------------------------------------
Unrealized gain (loss) (.087894) (1.381165) (1.991707) .196908 (1.832732)
- -------------------------------------------------------------------------------------------------------------------------------
Asset charges (.182428) (.209109) (.174836) (.157021) (.153576)
- -------------------------------------------------------------------------------------------------------------------------------
Ending unit value - Dec. 31 $19.708533 22.566466 18.151674 16.131866 15.607540
- -------------------------------------------------------------------------------------------------------------------------------
Percentage increase (decrease)
in unit value* 6% (1)% (2)% 1% (7)%
================================================================================================================================
</TABLE>
<TABLE>
<CAPTION>
NSATGVTBD NSATMYMKT NSATTOTRE
--------- --------- ---------
1996
<S> <C> <C> <C>
Beginning unit value - Jan. 1 19.357639 14.287454 22.138653
- --------------------------------------------------------------------------------------------
Reinvested capital gains
and dividends 1.200383 .727569 1.479674
- --------------------------------------------------------------------------------------------
Unrealized gain (loss) (.533024) .000000 3.328301
- --------------------------------------------------------------------------------------------
Asset charges (.182764) (.139845) (.228944)
- --------------------------------------------------------------------------------------------
Ending unit value - Dec. 31 19.842234 14.875178 26.717684
- --------------------------------------------------------------------------------------------
Percentage increase (decrease)
in unit value* 3% 4% 21%
============================================================================================
1995
Beginning unit value - Jan. 1 16.457035 13.652006 17.312690
- --------------------------------------------------------------------------------------------
Reinvested capital gains
and dividends 1.167149 .768745 1.720678
- --------------------------------------------------------------------------------------------
Unrealized gain (loss) 1.903991 .000000 3.293404
- --------------------------------------------------------------------------------------------
Asset charges (.170536) (.133297) (.188119)
- --------------------------------------------------------------------------------------------
Ending unit value - Dec. 31 19.357639 14.287454 22.138653
- --------------------------------------------------------------------------------------------
Percentage increase (decrease)
in unit value* 18% 5% 28%
============================================================================================
1994
Beginning unit value - Jan. 1 17.168348 13.267517 17.291720
- --------------------------------------------------------------------------------------------
Reinvested capital gains
and dividends 1.079469 .512535 .875020
- --------------------------------------------------------------------------------------------
Unrealized gain (loss) (1.633239) .000000 (.688478)
- --------------------------------------------------------------------------------------------
Asset charges (.157543) (.128046) (.165572)
- --------------------------------------------------------------------------------------------
Ending unit value - Dec. 31 16.457035 13.652006 17.312690
- --------------------------------------------------------------------------------------------
Percentage increase (decrease)
in unit value* (4)% 3% 0%
============================================================================================
<FN>
* An annualized rate of return cannot be determined as asset charges do not
include the policy charges discussed in note 2.
** No other investment options were being utilized.
</TABLE>
<PAGE> 13
SCHEDULE I, CONTINUED
NATIONWIDE VLI SEPARATE ACCOUNT-2
SINGLE PREMIUM CONTRACTS ISSUED PRIOR TO APRIL 16, 1990
SCHEDULES OF CHANGES IN UNIT VALUE
YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994
<TABLE>
<CAPTION>
NBAMTGRO NBAMTLDMAT OPPGLSEC STSPEC2
-------- ---------- -------- -------
1996***
<S> <C> <C> <C> <C>
Beginning unit value - Jan 1 $22.976381 15.906671 11.503363 18.309087
- -----------------------------------------------------------------------------------------------------------------
Reinvested capital gains
and dividends 2.084651 1.338753 .000000 .861320
- -----------------------------------------------------------------------------------------------------------------
Unrealized gain (loss) .004126 (.659070) 2.036434 2.443023
- -----------------------------------------------------------------------------------------------------------------
Asset charges (.226973) (.152474) (.117611) (.187014)
- -----------------------------------------------------------------------------------------------------------------
Ending unit value - Dec. 31 $24.838185 16.433880 13.422186 21.426416
- -----------------------------------------------------------------------------------------------------------------
Percentage increase (decrease)
unit value* (a) 8% 3% 17% 17%
=================================================================================================================
1995
Beginning unit value - Jan 1 $17.608267 14.475203 11.358489 14.690448
- -----------------------------------------------------------------------------------------------------------------
Reinvested capital gains
and dividends .623265 .804090 .298934 .761035
- -----------------------------------------------------------------------------------------------------------------
Unrealized gain (loss) 4.945641 .771696 (.045712) 3.013032
- -----------------------------------------------------------------------------------------------------------------
Asset charges (.200792) (.144318) (.108348) (.155428)
- -----------------------------------------------------------------------------------------------------------------
Ending unit value - Dec. 31 $22.976381 15.906671 11.503363 18.309087
- -----------------------------------------------------------------------------------------------------------------
Percentage increase (decrease)
in unit value* (a) 30% 10% 1% 25%
=================================================================================================================
1994
Beginning unit value - Jan 1 $18.709214 14.635617 12.162716 14.315226
- -----------------------------------------------------------------------------------------------------------------
Reinvested capital gains
and dividends 2.255334 .618309 .214436 .411358
- -----------------------------------------------------------------------------------------------------------------
Unrealized gain (loss) (3.185612) (.641424) (.903773) .103258
- -----------------------------------------------------------------------------------------------------------------
Asset charges (.170669) (.137299) (.114890) (.139394)
- -----------------------------------------------------------------------------------------------------------------
Ending unit value - Dec. 31 $17.608267 14.475203 11.358489 14.690448
- -----------------------------------------------------------------------------------------------------------------
Percentage increase (decrease)
in unit value* (a) (6)% (1)% (7)% 3%
=================================================================================================================
</TABLE>
<TABLE>
<CAPTION>
TCIGRO VEGOLDNR VEWRLDBD VKACRESEC WPINTEQ
------ -------- -------- --------- --------
1996***
<S> <C> <C> <C> <C> <C>
Beginning unit value - Jan 1 25.381408 12.839256 14.458585 10.784280 10.679811
- -----------------------------------------------------------------------------------------------------------------------------
Reinvested capital gains
and dividends 2.847171 .272272 .394300 .288822 .226874
- -----------------------------------------------------------------------------------------------------------------------------
Unrealized gain (loss) (3.934619) 2.040791 (.034088) 4.051625 .835595
- -----------------------------------------------------------------------------------------------------------------------------
Asset charges (.240311) (.137772) (.136142) (.113219) (.107765)
- -----------------------------------------------------------------------------------------------------------------------------
Ending unit value - Dec. 31 24.053649 15.014547 14.682655 15.011508 11.634515
- -----------------------------------------------------------------------------------------------------------------------------
Percentage increase (decrease)
unit value* (a) (5)% 17% 2% 39% 9%
=============================================================================================================================
1995
Beginning unit value - Jan 1 19.544976 11.677805 12.443161 10.000000 **
- -----------------------------------------------------------------------------------------------------------------------------
Reinvested capital gains
and dividends .022491 .115292 1.008475 .092106
- -----------------------------------------------------------------------------------------------------------------------------
Unrealized gain (loss) 6.032555 1.160549 1.138120 .740132
- -----------------------------------------------------------------------------------------------------------------------------
Asset charges (.218614) (.114390) (.131171) (.047958)
- -----------------------------------------------------------------------------------------------------------------------------
Ending unit value - Dec. 31 25.381408 12.839256 14.458585 10.784280
- -----------------------------------------------------------------------------------------------------------------------------
Percentage increase (decrease)
in unit value* (a) 30% 10% 16% 8%(B)
=============================================================================================================================
1994
Beginning unit value - Jan 1 19.964524 12.382561 12.729709 ** **
- -----------------------------------------------------------------------------------------------------------------------------
Reinvested capital gains
and dividends .002137 .062321 .051271
- -----------------------------------------------------------------------------------------------------------------------------
Unrealized gain (loss) (.236035) (.652194) (.220753)
- -----------------------------------------------------------------------------------------------------------------------------
Asset charges (.185650) (.114883) (.117066)
- -----------------------------------------------------------------------------------------------------------------------------
Ending unit value - Dec. 31 19.544976 11.677805 12.443161
- -----------------------------------------------------------------------------------------------------------------------------
Percentage increase (decrease)
in unit value* (a) (2)% (6)% (2)%
=============================================================================================================================
<FN>
* An annualized rate of return cannot be determined as:
(a) Asset charges do not include the policy charges discussed in note 2; and
(b) This investment option was not utilized for the entire year indicated.
** This investment option was not being utilized or was not available.
*** No other investment options were being utilized.
</TABLE>
<PAGE> 14
SCHEDULE I, CONTINUED
NATIONWIDE VLI SEPARATE ACCOUNT-2
SINGLE PREMIUM CONTRACTS ISSUED ON OR AFTER APRIL 16, 1990
SCHEDULES OF CHANGES IN UNIT VALUE
YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994
<TABLE>
<CAPTION>
DRYSRGRO DRYSTKIX FIDVIPEI FIDVIPGR FIDVIPHI
-------- -------- -------- -------- --------
1996***
<S> <C> <C> <C> <C> <C>
Beginning unit value - Jan. 1 $14.242220 13.621789 21.648958 20.999607 22.388295
- -----------------------------------------------------------------------------------------------------------
Reinvested capital gains
and dividends .735836 .587431 .998669 1.508424 2.041281
- -----------------------------------------------------------------------------------------------------------
Unrealized gain (loss) 2.266937 2.459672 2.069513 1.561724 1.079684
- -----------------------------------------------------------------------------------------------------------
Asset charges (.203172) (.193899) (.297162) (.294823) (.310696)
- -----------------------------------------------------------------------------------------------------------
Ending unit value - Dec. 31 $17.041821 16.474993 24.419978 23.774932 25.198564
- -----------------------------------------------------------------------------------------------------------
Percentage increase (decrease)
in unit value* (a) 20% 21% 13% 13% 13%
============================================================================================================
1995
Beginning unit value - Jan. 1 $10.722275 10.088849 16.234159 15.715602 18.805616
- -----------------------------------------------------------------------------------------------------------
Reinvested capital gains
and dividends .392053 .361339 1.269479 .086841 1.361583
- -----------------------------------------------------------------------------------------------------------
Unrealized gain (loss) 3.289798 3.326196 4.390826 5.444880 2.491513
- -----------------------------------------------------------------------------------------------------------
Asset charges (.161906) (.154595) (.245506) (.247716) (.270417)
- -----------------------------------------------------------------------------------------------------------
Ending unit value - Dec. 31 $14.242220 13.621789 21.648958 20.999607 22.388295
- -----------------------------------------------------------------------------------------------------------
Percentage increase (decrease)
in unit value* (a) 33% 35% 33% 34% 19%
============================================================================================================
1994
Beginning unit value - Jan. 1 $10.702403 10.131165 15.360584 15.923752 19.350153
- -----------------------------------------------------------------------------------------------------------
Reinvested capital gains
and dividends .276372 .283260 1.152726 .957853 1.773098
- -----------------------------------------------------------------------------------------------------------
Unrealized gain (loss) (.117327) (.195255) (.073161) (.966373) (2.069306)
- -----------------------------------------------------------------------------------------------------------
Asset charges (.139173) (.130321) (.205990) (.199630) (.248329)
- -----------------------------------------------------------------------------------------------------------
Ending unit value - Dec. 31 $10.722275 10.088849 16.234159 15.715602 18.805616
- -----------------------------------------------------------------------------------------------------------
Percentage increase (decrease)
in unit value* (a) 0% 0% 6% (1)% (3)%
============================================================================================================
</TABLE>
<TABLE>
<CAPTION>
FIDVIPOV FIDVIPAM FIDVIPCON NSATCAPAP NSATGVTBD
-------- -------- --------- --------- ---------
1996***
<S> <C> <C> <C> <C> <C>
Beginning unit value - Jan. 1 12.667544 17.721708 11.071965 14.444672 16.104612
- -----------------------------------------------------------------------------------------------------------
Reinvested capital gains
and dividends .311669 1.165823 .104326 .749268 .996469
- -----------------------------------------------------------------------------------------------------------
Unrealized gain (loss) 1.350232 1.401973 2.236026 2.998693 (.443598)
- -----------------------------------------------------------------------------------------------------------
Asset charges (.173779) (.243295) (.155475) (.208575) (.207709)
- -----------------------------------------------------------------------------------------------------------
Ending unit value - Dec. 31 14.155666 20.046209 13.256842 17.984058 16.449774
- -----------------------------------------------------------------------------------------------------------
Percentage increase (decrease)
in unit value* (a) 12% 13% 20% 25% 2%
============================================================================================================
1995
Beginning unit value - Jan. 1 11.700527 15.350115 10.000000 11.312336 13.739287
- -----------------------------------------------------------------------------------------------------------
Reinvested capital gains
and dividends .089493 .322418 .142783 .642275 .972265
- -----------------------------------------------------------------------------------------------------------
Unrealized gain (loss) 1.033414 2.260958 .998389 2.653961 1.587542
- -----------------------------------------------------------------------------------------------------------
Asset charges (.155890) (.211783) (.069207) (.163900) (.194482)
- -----------------------------------------------------------------------------------------------------------
Ending unit value - Dec. 31 12.667544 17.721708 11.071965 14.444672 16.104612
- -----------------------------------------------------------------------------------------------------------
Percentage increase (decrease)
in unit value* (a) 8% 15% 11%(B) 28% 17%
============================================================================================================
1994
Beginning unit value - Jan. 1 11.652241 16.559029 ** 11.563943 14.383265
- -----------------------------------------------------------------------------------------------------------
Reinvested capital gains
and dividends .060146 .804872 .182742 .902346
- -----------------------------------------------------------------------------------------------------------
Unrealized gain (loss) .144272 (1.806726) (.286826) (1.366016)
- -----------------------------------------------------------------------------------------------------------
Asset charges (.156132) (.207060) (.147523) (.180308)
- -----------------------------------------------------------------------------------------------------------
Ending unit value - Dec. 31 11.700527 15.350115 11.312336 13.739287
- -----------------------------------------------------------------------------------------------------------
Percentage increase (decrease)
in unit value* (a) 0% (7)% (2)% (4)%
============================================================================================================
<FN>
* An annualized rate of return cannot be determined as:
(a) Asset charges do not include the policy charges discussed in note 2; and
(b) This investment option was not utilized for the entire year indicated.
** This investment option was not being utilized or was not available.
*** No other investment options were being utilized.
</TABLE>
<PAGE> 15
SCHEDULE I, CONTINUED
NATIONWIDE VLI SEPARATE ACCOUNT-2
SINGLE PREMIUM CONTRACTS ISSUED ON OR AFTER APRIL 16, 1990
SCHEDULES OF CHANGES IN UNIT VALUE
YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994
<TABLE>
<CAPTION>
NSATMYMKT NSATSMCO NSATTOTRE NBAMTGRO NBAMTLMAT
--------- -------- --------- -------- ---------
1996***
<S> <C> <C> <C> <C> <C>
Beginning unit value - Jan 1 $12.028786 11.410311 19.154939 16.264834 13.684722
- ------------------------------------------------------------------------------------------------------------------------------------
Reinvested capital gains
and dividends .611421 .133295 1.276326 1.474851 1.151075
- ------------------------------------------------------------------------------------------------------------------------------------
Unrealized gain (loss) .000000 2.456523 2.875006 .000818 (.567983)
- ------------------------------------------------------------------------------------------------------------------------------------
Asset charges (.161103) (.166908) (.270588) (.219491) (.179189)
- ------------------------------------------------------------------------------------------------------------------------------------
Ending unit value - Dec. 31 $12.479104 13.833221 23.035683 17.521012 14.088625
- ------------------------------------------------------------------------------------------------------------------------------------
Percentage increase (decrease)
in unit value* (a) 4% 21% 20% 8% 3%
====================================================================================================================================
1995
Beginning unit value - Jan 1 $11.534440 10.000000 15.031721 12.508337 12.496729
- ------------------------------------------------------------------------------------------------------------------------------------
Reinvested capital gains
and dividends .648458 .017459 1.489410 .442496 .693794
- ------------------------------------------------------------------------------------------------------------------------------------
Unrealized gain (loss) .000000 1.418328 2.856936 3.508824 .664378
- ------------------------------------------------------------------------------------------------------------------------------------
Asset charges (.154112) (.025476) (.223128) (.194823) (.170179)
- ------------------------------------------------------------------------------------------------------------------------------------
Ending unit value - Dec. 31 $12.028786 11.410311 19.154939 16.264834 13.684722
- ------------------------------------------------------------------------------------------------------------------------------------
Percentage increase (decrease)
in unit value* (a) 4% 14%(b) 27% 30% 10%
====================================================================================================================================
1994
Beginning unit value - Jan 1 $11.249231 ** 15.066007 13.336899 12.679406
- ------------------------------------------------------------------------------------------------------------------------------------
Reinvested capital gains
and dividends .433762 .760244 1.607088 .535454
- ------------------------------------------------------------------------------------------------------------------------------------
Unrealized gain (loss) .000000 (.597472) (2.269450) (.555628)
- ------------------------------------------------------------------------------------------------------------------------------------
Asset charges (.148553) (.197058) (.166200) (.162503)
- ------------------------------------------------------------------------------------------------------------------------------------
Ending unit value - Dec. 31 $11.534440 15.031721 12.508337 12.496729
- ------------------------------------------------------------------------------------------------------------------------------------
Percentage increase (decrease)
in unit value* (a) 3% 0% (6)% (1)%
====================================================================================================================================
</TABLE>
<TABLE>
<CAPTION>
NBAMTPART OPPBDFD OPPGLSEC OPPMULT STDISC2 STINTSTK2
--------- ------- -------- ------- ------- ---------
1996***
<S> <C> <C> <C> <C> <C> <C>
Beginning unit value - Jan 1 13.495873 16.056725 11.413379 16.404926 16.214896 10.226632
- ------------------------------------------------------------------------------------------------------------------------------------
Reinvested capital gains
and dividends .549661 1.030165 .000000 1.247087 3.300617 .050938
- ------------------------------------------------------------------------------------------------------------------------------------
Unrealized gain (loss) 3.411340 (.269155) 2.016448 1.276232 (3.177170) 1.007488
- ------------------------------------------------------------------------------------------------------------------------------------
Asset charges (.197162) (.209417) (.159401) (.227169) (.204800) (.143255)
- ------------------------------------------------------------------------------------------------------------------------------------
Ending unit value - Dec. 31 17.259712 16.608318 13.270426 18.701076 16.133543 11.141803
- ------------------------------------------------------------------------------------------------------------------------------------
Percentage increase (decrease)
in unit value* (a) 28% 3% 16% 14% (1)% 9%
====================================================================================================================================
1995
Beginning unit value - Jan 1 10.018146 13.903136 11.309050 13.693997 12.144445 10.000000
- ------------------------------------------------------------------------------------------------------------------------------------
Reinvested capital gains
and dividends .081860 .956955 .297396 1.103154 .211667 .041085
- ------------------------------------------------------------------------------------------------------------------------------------
Unrealized gain (loss) 3.550382 1.391543 (.045694) 1.805769 4.042004 .209467
- ------------------------------------------------------------------------------------------------------------------------------------
Asset charges (.154515) (.194909) (.147373) (.197994) (.183220) (.023920)
- ------------------------------------------------------------------------------------------------------------------------------------
Ending unit value - Dec. 31 13.495873 16.056725 11.413379 16.404926 16.214896 10.226632
- ------------------------------------------------------------------------------------------------------------------------------------
Percentage increase (decrease)
in unit value* (a) 35% 15% 1% 20% 34% 2%(b)
====================================================================================================================================
1994
Beginning unit value - Jan 1 10.000000 14.362878 12.152136 14.148115 13.003547 **
- ------------------------------------------------------------------------------------------------------------------------------------
Reinvested capital gains
and dividends .000000 .809172 .214078 .720350 .971167
- ------------------------------------------------------------------------------------------------------------------------------------
Unrealized gain (loss) .072562 (1.086058) (.900362) (.993926) (1.670283)
- ------------------------------------------------------------------------------------------------------------------------------------
Asset charges .054416 (.182856) (.156802) (.180542) (.159986)
- ------------------------------------------------------------------------------------------------------------------------------------
Ending unit value - Dec. 31 10.018146 13.903136 11.309050 13.693997 12.144445
- ------------------------------------------------------------------------------------------------------------------------------------
Percentage increase (decrease)
in unit value* (a) 0%(b) (3)% (7)% (3)% (7)%
====================================================================================================================================
<FN>
* An annualized rate of return cannot be determined as:
(a) Asset charges do not include the policy charges discussed in note 2; and
(b) This investment option was not utilized for the entire year indicated.
** This investment option was not being utilized or was not available.
*** No other investment options were being utilized.
</TABLE>
<PAGE> 16
SCHEDULE I, CONTINUED
NATIONWIDE VLI SEPARATE ACCOUNT-2
SINGLE PREMIUM CONTRACTS ISSUED ON OR AFTER APRIL 16, 1990
SCHEDULES OF CHANGES IN UNIT VALUE
YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994
<TABLE>
<CAPTION>
STSPEC2 TCIBAL TCIGRO TCIINT VEGOLDNR
------- ------ ------ ------ --------
1996***
<S> <C> <C> <C> <C> <C>
Beginning unit value - Jan. 1 $18.074367 12.914886 17.116040 10.403803 14.230388
- ------------------------------------------------------------------------------------------------------------------
Reinvested capital gains
and dividends .849403 .609960 1.918348 .247063 .301335
- ------------------------------------------------------------------------------------------------------------------
Unrealized gain (loss) 2.405871 .954721 (2.649394) 1.239275 2.259820
- ------------------------------------------------------------------------------------------------------------------
Asset charges (.252187) (.176058) (.221369) (.142090) (.208595)
- ------------------------------------------------------------------------------------------------------------------
Ending unit value - Dec. 31 $21.077454 14.303509 16.163625 11.748051 16.582948
- ------------------------------------------------------------------------------------------------------------------
Percentage increase (decrease)
in unit value* (a) 17% 11% (6)% 13% 17%
==================================================================================================================
1995
Beginning unit value - Jan. 1 $14.552799 10.801955 13.226279 9.392654 12.988341
- ------------------------------------------------------------------------------------------------------------------
Reinvested capital gains
and dividends .753037 .305779 .015219 .000000 .127947
- ------------------------------------------------------------------------------------------------------------------
Unrealized gain (loss) 2.978850 1.961461 4.076606 1.136602 1.287916
- ------------------------------------------------------------------------------------------------------------------
Asset charges (.210319) (.154309) (.202064) (.125453) (.173816)
- ------------------------------------------------------------------------------------------------------------------
Ending unit value - Dec. 31 $18.074367 12.914886 17.116040 10.403803 14.230388
- ------------------------------------------------------------------------------------------------------------------
Percentage increase (decrease)
in unit value* (a) 24% 20% 29% 11% 10%
==================================================================================================================
1994
Beginning unit value - Jan. 1 $14.230663 10.876445 13.557427 10.000000 13.820369
- ------------------------------------------------------------------------------------------------------------------
Reinvested capital gains
and dividends .407898 .260556 .001450 .000000 .069418
- ------------------------------------------------------------------------------------------------------------------
Unrealized gain (loss) .103521 (.194370) (.160376) (.554327) (.726294)
- ------------------------------------------------------------------------------------------------------------------
Asset charges (.189283) (.140676) (.172222) (.053019) (.175152)
- ------------------------------------------------------------------------------------------------------------------
Ending unit value - Dec. 31 $14.552799 10.801955 13.226279 9.392654 12.988341
- ------------------------------------------------------------------------------------------------------------------
Percentage increase (decrease)
in unit value* (a) 2% (1)% (2)% (6)%(b) (6)%
==================================================================================================================
</TABLE>
<TABLE>
<CAPTION>
VEWRLDBD VKACRESEC WPLNTEQ WPSMCOGR
-------- --------- ------- --------
1996***
<S> <C> <C> <C> <C>
Beginning unit value - Jan. 1 14.170551 10.765797 10.661502 12.430586
- -------------------------------------------------------------------------------------------------
Reinvested capital gains
and dividends .385883 .287384 .225731 .000000
- -------------------------------------------------------------------------------------------------
Unrealized gain (loss) (.034573) 4.034391 .833478 1.720228
- -------------------------------------------------------------------------------------------------
Asset charges (.182253) (.154376) (.146940) (.175164)
- -------------------------------------------------------------------------------------------------
Ending unit value - Dec. 31 14.339608 14.933196 11.573771 13.975650
- -------------------------------------------------------------------------------------------------
Percentage increase (decrease)
in unit value* (a) 1% 39% 9% 12%
=================================================================================================
1995
Beginning unit value - Jan. 1 $ 12.237880 10.000000 10.000000 10.000000
- -------------------------------------------------------------------------------------------------
Reinvested capital gains
and dividends .990055 .091962 .077347 .000000
- -------------------------------------------------------------------------------------------------
Unrealized gain (loss) 1.118852 .739397 .650501 2.501606
- -------------------------------------------------------------------------------------------------
Asset charges (.176236) (.065562) (.066346) (.071020)
- -------------------------------------------------------------------------------------------------
Ending unit value - Dec. 31 $ 14.170551 10.765797 10.661502 12.430586
- -------------------------------------------------------------------------------------------------
Percentage increase (decrease)
in unit value* (a) 16% 8%(b) 7%(b) 24%(b)
=================================================================================================
1994
Beginning unit value - Jan. 1 $ 12.563474 ** ** **
- -------------------------------------------------------------------------------------------------
Reinvested capital gains
and dividends .050533
- -------------------------------------------------------------------------------------------------
Unrealized gain (loss) (.218292)
- -------------------------------------------------------------------------------------------------
Asset charges (.157835)
- -------------------------------------------------------------------------------------------------
Ending unit value - Dec. 31 $ 12.237880
- -------------------------------------------------------------------------------------------------
Percentage increase (decrease)
in unit value* (a) (3)%
=================================================================================================
<FN>
* An annualized rate of return cannot be determined as:
(a) Asset charges do not include the policy charges discussed in note 2; and
(b) This investment option was not utilized for the entire year indicated.
** This investment option was not being utilized or was not available.
*** No other investment options were being utilized.
</TABLE>
<PAGE> 17
SCHEDULE I, CONTINUED
NATIONWIDE VLI SEPARATE ACCOUNT-2
MULTIPLE PAYMENT CONTRACTS AND FLEXIBLE PREMIUM CONTRACTS
SCHEDULES OF CHANGES IN UNIT VALUES
YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994
<TABLE>
<CAPTION>
DRYSRGRO DRYSTKIX FIDVIPEI FIDVIPGR FIDVIPHI
-------- -------- -------- -------- --------
1996***
<S> <C> <C> <C> <C> <C>
Beginning unit value - Jan. 1 $14.401809 13.775382 22.215745 21.256059 20.852993
- --------------------------------------------------------------------------------------------------------
Reinvested capital gains
and dividends .747630 .596225 1.025291 1.527554 1.902180
- --------------------------------------------------------------------------------------------------------
Unrealized gain (loss) 2.296912 2.494042 2.132663 1.587071 1.012148
- --------------------------------------------------------------------------------------------------------
Asset charges (.126762) (.120975) (.188129) (.184124) (.178535)
- --------------------------------------------------------------------------------------------------------
Ending unit value - Dec. 31 $17.319589 16.744674 25.185570 24.186560 23.588786
- --------------------------------------------------------------------------------------------------------
Percentage increase (decrease)
in unit value* (a) 20% 22% 13% 14% 13%
========================================================================================================
1995
Beginning unit value - Jan. 1 $10.788547 10.151919 16.576413 15.828463 17.428943
- --------------------------------------------------------------------------------------------------------
Reinvested capital gains
and dividends .396430 .364933 1.297971 .087506 1.262495
- --------------------------------------------------------------------------------------------------------
Unrealized gain (loss) 3.317353 3.354508 4.496038 5.494030 2.316172
- --------------------------------------------------------------------------------------------------------
Asset charges (.100521) (.095978) (.154677) (.153940) (.154617)
- --------------------------------------------------------------------------------------------------------
Ending unit value - Dec. 31 $14.401809 13.775382 22.215745 21.256059 20.852993
- --------------------------------------------------------------------------------------------------------
Percentage increase (decrease)
in unit value* (a) 33% 36% 34% 34% 20%
========================================================================================================
1994
Beginning unit value - Jan. 1 $10.715005 10.143796 15.606442 15.958341 17.844401
- --------------------------------------------------------------------------------------------------------
Reinvested capital gains
and dividends .278073 .284601 1.172669 .960381 1.635883
- --------------------------------------------------------------------------------------------------------
Unrealized gain (loss) (.118575) (.195976) (.073581) (.966828) (1.910067)
- --------------------------------------------------------------------------------------------------------
Asset charges (.085956) (.080502) (.129117) (.123431) (.141274)
- --------------------------------------------------------------------------------------------------------
Ending unit value - Dec. 31 $10.788547 10.151919 16.576413 15.828463 17.428943
- --------------------------------------------------------------------------------------------------------
Percentage increase (decrease)
in unit value* (a) 1% 0% 6% (1)% (2)%
========================================================================================================
</TABLE>
<TABLE>
<CAPTION>
FIDVIPOV FIDVIPAM FIDVIPCON NSATCAPAP NSATGVTBD
-------- -------- --------- --------- ---------
1996***
<S> <C> <C> <C> <C> <C>
Beginning unit value - Jan. 1 13.645033 15.982529 11.099135 14.713230 14.984933
- --------------------------------------------------------------------------------------------------------
Reinvested capital gains
and dividends .335875 1.051899 .104631 .766553 .930103
- --------------------------------------------------------------------------------------------------------
Unrealized gain (loss) 1.459385 1.270941 2.248711 3.061949 (.412550)
- --------------------------------------------------------------------------------------------------------
Asset charges (.115480) (.135376) (.096154) (.131065) (.119235)
- --------------------------------------------------------------------------------------------------------
Ending unit value - Dec. 31 15.324813 18.169993 13.356323 18.410667 15.383251
- --------------------------------------------------------------------------------------------------------
Percentage increase (decrease)
in unit value* (a) 12% 14% 20% 25% 3%
========================================================================================================
1995
Beginning unit value - Jan. 1 12.540728 13.774855 10.000000 11.465403 12.720514
- --------------------------------------------------------------------------------------------------------
Reinvested capital gains
and dividends .095965 .289466 .143118 .653781 .903001
- --------------------------------------------------------------------------------------------------------
Unrealized gain (loss) 1.111417 2.035460 .998657 2.696528 1.472503
- --------------------------------------------------------------------------------------------------------
Asset charges (.103077) (.117252) (.042640) (.102482) (.111085)
- --------------------------------------------------------------------------------------------------------
Ending unit value - Dec. 31 13.645033 15.982529 11.099135 14.713230 14.984933
Percentage increase (decrease)
in unit value* (a) 9% 16% 11%(b) 28% 18%
========================================================================================================
1994
Beginning unit value - Jan. 1 12.426854 14.785784 ** 11.662121 13.250482
- --------------------------------------------------------------------------------------------------------
Reinvested capital gains
and dividends .064174 .719044 .184927 .833925
- --------------------------------------------------------------------------------------------------------
Unrealized gain (loss) .152413 (1.615920) (.289863) (1.261429)
- --------------------------------------------------------------------------------------------------------
Asset charges (.102713) (.114053) (.091782) (.102464)
- --------------------------------------------------------------------------------------------------------
Ending unit value - Dec. 31 12.540728 13.774855 11.465403 12.720514
- --------------------------------------------------------------------------------------------------------
Percentage increase (decrease)
in unit value* (a) 1% (7)% (2)% (4)%
========================================================================================================
<FN>
* An annualized rate of return cannot be determined as:
(a) Asset charges do not include the policy charges discussed in note 2; and
(b) This investment option was not utilized for the entire year indicated.
** This investment option was not being utilized or was not available.
*** No other investment options were being utilized.
</TABLE>
<PAGE> 18
SCHEDULE I, CONTINUED
NATIONWIDE VLI SEPARATE ACCOUNT-2
MULTIPLE PAYMENT CONTRACTS AND FLEXIBLE PREMIUM CONTRACTS
SCHEDULES OF CHANGES IN UNIT VALUES
YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994
<TABLE>
<CAPTION>
NSATMYMKT NSATSMCO NSATTOTRE NBAMTGRO NBAMTLMAT NBAMTPART
--------- -------- --------- -------- --------- ---------
1996***
<S> <C> <C> <C> <C> <C> <C>
Beginning unit value - Jan. 1 $11.714295 11.420759 18.192762 15.962482 13.096811 13.591346
- ----------------------------------------------------------------------------------------------------------------
Reinvested capital gains
and dividends .596995 .133983 1.217547 1.448641 1.102543 .554011
- ----------------------------------------------------------------------------------------------------------------
Unrealized gain (loss) .000000 2.463983 2.737018 .003774 (.542247) 3.446498
- ----------------------------------------------------------------------------------------------------------------
Asset charges (.096547) (.103082) (.158554) (.132892) (.105789) (.122495)
- ----------------------------------------------------------------------------------------------------------------
Ending unit value - Dec. 31 $12.214743 13.915643 21.988773 17.282005 13.551318 17.469360
- ----------------------------------------------------------------------------------------------------------------
Percentage increase (decrease)
in unit value* (a) 4% 22% 21% 8% 3% 29%
================================================================================================================
1995
Beginning unit value - Jan. 1 $11.176411 10.000000 14.205723 12.214794 11.900389 10.038887
- ----------------------------------------------------------------------------------------------------------------
Reinvested capital gains
and dividends .629782 .017475 1.413734 .432461 .661221 .082096
- ----------------------------------------------------------------------------------------------------------------
Unrealized gain (loss) .000000 1.418968 2.703396 3.432609 .635177 3.565899
- ----------------------------------------------------------------------------------------------------------------
Asset charges (.091898) (.015684) (.130091) (.117382) (.099976) (.095536)
- ----------------------------------------------------------------------------------------------------------------
Ending unit value - Dec. 31 $11.714295 11.420759 18.192762 15.962482 13.096811 13.591346
- ----------------------------------------------------------------------------------------------------------------
Percentage increase (decrease)
in unit value* (a) 5% 14%(b) 28% 31% 10% 35%
================================================================================================================
1994
Beginning unit value - Jan. 1 $10.845265 ** 14.167308 12.959107 12.014277 10.000000
- ----------------------------------------------------------------------------------------------------------------
Reinvested capital gains
and dividends .419275 .717782 1.562441 .507651 .000000
- ----------------------------------------------------------------------------------------------------------------
Unrealized gain (loss) .000000 (.565055) (2.207122) (.526553) .072401
- ----------------------------------------------------------------------------------------------------------------
Asset charges (.088129) (.114312) (.099632) (.094986) (.033514)
- ----------------------------------------------------------------------------------------------------------------
Ending unit value - Dec. 31 $11.176411 14.205723 12.214794 11.900389 10.038887
- ----------------------------------------------------------------------------------------------------------------
Percentage increase (decrease)
in unit value* (a) 3% 0% (6)% (1)% 0%(b)
================================================================================================================
</TABLE>
<TABLE>
<CAPTION>
OPPBDFD OPPGLSEC OPPMULT STDISC2 STINTSTK2
------- -------- ------- ------- ---------
1996***
<S> <C> <C> <C> <C> <C>
Beginning unit value - Jan. 1 15.164813 11.542134 16.100377 16.514850 10.236021
- ----------------------------------------------------------------------------------------------------------------
Reinvested capital gains
and dividends .975830 .000000 1.226905 3.367146 .051144
- ----------------------------------------------------------------------------------------------------------------
Unrealized gain (loss) (.253799) 2.045080 1.256649 (3.238459) 1.009533
- ----------------------------------------------------------------------------------------------------------------
Asset charges (.122023) (.099461) (.137568) (.128676) (.088468)
- ----------------------------------------------------------------------------------------------------------------
Ending unit value - Dec. 31 15.764821 13.487753 18.446363 16.514861 11.208230
- ----------------------------------------------------------------------------------------------------------------
Percentage increase (decrease)
in unit value* (a) 4% 17% 15% 0% 9%
================================================================================================================
1995
Beginning unit value - Jan. 1 $13.065574 11.379737 13.372968 12.307607 10.000000
- ----------------------------------------------------------------------------------------------------------------
Reinvested capital gains
and dividends .902009 .299595 1.079776 .215562 .041121
- ----------------------------------------------------------------------------------------------------------------
Unrealized gain (loss) 1.310232 (.045711) 1.766931 4.106245 .209625
- ----------------------------------------------------------------------------------------------------------------
Asset charges (.113002) (.091487) (.119298) (.114564) (.014725)
- ----------------------------------------------------------------------------------------------------------------
Ending unit value - Dec. 31 $15.164813 11.542134 16.100377 16.514850 10.236021
- ----------------------------------------------------------------------------------------------------------------
Percentage increase (decrease)
in unit value* (a) 16% 1% 20% 34% 2%(b)
================================================================================================================
1994
Beginning unit value - Jan. 1 $13.430475 12.167250 13.747705 13.112678 **
- ----------------------------------------------------------------------------------------------------------------
Reinvested capital gains
and dividends .759284 .214589 .702216 .983647
- ----------------------------------------------------------------------------------------------------------------
Unrealized gain (loss) (1.018698) (.905246) (.968729) (1.689193)
- ----------------------------------------------------------------------------------------------------------------
Asset charges (.105487) (.096856) (.108224) (.099525)
- ----------------------------------------------------------------------------------------------------------------
Ending unit value - Dec. 31 $13.065574 11.379737 13.372968 12.307607
- ----------------------------------------------------------------------------------------------------------------
Percentage increase (decrease)
in unit value* (a) (3)% (6)% (3)% (6)%
================================================================================================================
<FN>
* An annualized rate of return cannot be determined as:
(a) Asset charges do not include the policy charges discussed in note 2; and
(b) This investment option was not utilized for the entire year indicated.
** This investment option was not being utilized or was not available.
*** No other investment options were being utilized.
</TABLE>
<PAGE> 19
SCHEDULE I, CONTINUED
NATIONWIDE VLI SEPARATE ACCOUNT-2
MULTIPLE PAYMENT CONTRACTS AND FLEXIBLE PREMIUM CONTRACTS
SCHEDULES OF CHANGES IN UNIT VALUES
YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994
<TABLE>
<CAPTION>
STSPEC2 TCIBAL TCIGRO TCIINT TCIVALUE
------- ------ ------ ------ --------
1996***
<S> <C> <C> <C> <C> <C>
Beginning unit value - Jan. 1 $18.408627 13.155049 16.149061 10.477472 10.000000
- ---------------------------------------------------------------------------------------------------
Reinvested capital gains
and dividends .866384 .622373 1.812196 .249286 .000000
- ---------------------------------------------------------------------------------------------------
Unrealized gain (loss) 2.458870 .976138 (2.505020) 1.252389 .145457
- ---------------------------------------------------------------------------------------------------
Asset charges (.158462) (.110640) (.128845) (.088289) (.001770)
- ---------------------------------------------------------------------------------------------------
Ending unit value - Dec. 31 $21.575419 14.642920 15.327392 11.890858 10.143687
- ---------------------------------------------------------------------------------------------------
Percentage increase (decrease)
in unit value* (a) 17% 11% (5)% 13% 1%(b)
===================================================================================================
1995
Beginning unit value - Jan. 1 $14.748256 10.948128 12.417011 9.412116 **
- ---------------------------------------------------------------------------------------------------
Reinvested capital gains
and dividends .764407 .310910 .014289 .000000
- ---------------------------------------------------------------------------------------------------
Unrealized gain (loss) 3.027469 1.992508 3.834812 1.142911
- ---------------------------------------------------------------------------------------------------
Asset charges (.131505) (.096497) (.117051) (.077555)
- ---------------------------------------------------------------------------------------------------
Ending unit value - Dec. 31 $18.408627 13.155049 16.149061 10.477472
- ---------------------------------------------------------------------------------------------------
Percentage increase (decrease)
in unit value* (a) 25% 20% 30% 11%
===================================================================================================
1994
Beginning unit value - Jan. 1 $14.350073 10.968814 12.664593 10.000000 **
- ---------------------------------------------------------------------------------------------------
Reinvested capital gains
and dividends .412806 .263602 .001356 .000000
- ---------------------------------------------------------------------------------------------------
Unrealized gain (loss) .103139 (.196764) (.149703) (.555221)
- ---------------------------------------------------------------------------------------------------
Asset charges (.117762) (.087524) (.099235) (.032663)
- ---------------------------------------------------------------------------------------------------
Ending unit value - Dec. 31 $14.748256 10.948128 12.417011 9.412116
- ---------------------------------------------------------------------------------------------------
Percentage increase (decrease)
in unit value* (a) 3% 0% (2)% 6%(b)
===================================================================================================
</TABLE>
<TABLE>
<CAPTION>
VEGOLDNR VEWRLDBD VEWRLDEMKT VKACRESEC WPLNTEQ WPSMCOGR
-------- -------- ---------- --------- ------- --------
1996***
<S> <C> <C> <C> <C> <C> <C>
Beginning unit value - Jan. 1 15.612002 13.253457 10.000000 10.792212 10.687672 12.461074
- --------------------------------------------------------------------------------------------------------------
Reinvested capital gains
and dividends .331277 .361660 .000000 .289441 .227366 .000000
- --------------------------------------------------------------------------------------------------------------
Unrealized gain (loss) 2.482492 (.030793) .080699 4.059026 .836487 1.727810
- --------------------------------------------------------------------------------------------------------------
Asset charges (.141181) (.105167) (.001751) (.095484) (.090877) (.108331)
- --------------------------------------------------------------------------------------------------------------
Ending unit value - Dec. 31 18.284590 13.479157 10.078948 15.045195 11.660648 14.080553
- --------------------------------------------------------------------------------------------------------------
Percentage increase (decrease)
in unit value* (a) 17% 2% 1%(b) 39% 9% 13%
==============================================================================================================
1995
Beginning unit value - Jan. 1 14.178501 11.388987 ** 10.000000 10.000000 10.000000
- --------------------------------------------------------------------------------------------------------------
Reinvested capital gains
and dividends .140115 .923751 .092168 .077521 .000000
- --------------------------------------------------------------------------------------------------------------
Unrealized gain (loss) 1.410450 1.041904 .740443 .651025 2.504833
- --------------------------------------------------------------------------------------------------------------
Asset charges (.117064) (.101185) (.040399) (.040874) (.043759)
- --------------------------------------------------------------------------------------------------------------
Ending unit value - Dec. 31 15.612002 13.253457 10.792212 10.687672 12.461074
- --------------------------------------------------------------------------------------------------------------
Percentage increase (decrease)
in unit value* (a) 10% 16% 8%(b) 7%(b) 25%(b)
==============================================================================================================
1994
Beginning unit value - Jan. 1 15.011706 11.633841 ** ** ** **
- --------------------------------------------------------------------------------------------------------------
Reinvested capital gains
and dividends .075618 .046884
- --------------------------------------------------------------------------------------------------------------
Unrealized gain (loss) (.791458) (.201583)
- --------------------------------------------------------------------------------------------------------------
Asset charges (.117365) (.090155)
- --------------------------------------------------------------------------------------------------------------
Ending unit value - Dec. 31 14.178501 11.388987
- --------------------------------------------------------------------------------------------------------------
Percentage increase (decrease)
in unit value* (a) (6)% (2)%
==============================================================================================================
<FN>
* An annualized rate of return cannot be determined as:
(a) Asset charges do not include the policy charges discussed in note 2; and
(b) This investment option was not utilized for the entire year indicated.
** This investment option was not being utilized or was not available.
*** No other investment options were being utilized.
</TABLE>
<PAGE> 20
SCHEDULE I, CONTINUED
NATIONWIDE VLI SEPARATE ACCOUNT-2
MODIFIED SINGLE PREMIUM AND LAST SURVIVOR FLEXIBLE PREMIUM CONTRACTS
SCHEDULES OF CHANGES IN UNIT VALUE
YEAR ENDED DECEMBER 31, 1996
<TABLE>
<CAPTION>
DRYSRGRO DRYSTKIX FIDVIPEI FIDVIPGR
-------- -------- -------- --------
1996**
<S> <C> <C> <C> <C>
Beginning unit value - Jan. 1 $10.000000 10.000000 10.000000 10.000000
- ---------------------------------------------------------------------------------------------------
Reinvested capital gains
and dividends .482403 .358216 .000000 .000000
- ---------------------------------------------------------------------------------------------------
Unrealized gain (loss) .697688 1.101640 .790149 .446167
- ---------------------------------------------------------------------------------------------------
Contract charges .000000 .000000 .000000 .000000
- ---------------------------------------------------------------------------------------------------
Ending unit value - Dec. 31 $11.180091 11.459856 10.790149 10.446167
- ---------------------------------------------------------------------------------------------------
Percentage increase (decrease)
in unit value*(a) 12%(b) 15%(b) 8%(b) 4%(b)
===================================================================================================
FIDVIPCON NSATCAPAP NSATGVTBD NSATMYMKT
--------- --------- --------- ---------
1996**
Beginning unit value - Jan. 1 $10.000000 10.000000 10.000000 10.000000
- ---------------------------------------------------------------------------------------------------
Reinvested capital gains
and dividends .000000 .445367 .489314 .339005
- ---------------------------------------------------------------------------------------------------
Unrealized gain (loss) 1.249999 1.164973 .189891 .000000
- ---------------------------------------------------------------------------------------------------
Contract charges .000000 .000000 .000000 .000000
- ---------------------------------------------------------------------------------------------------
Ending unit value - Dec. 31 $11.249999 11.610340 10.679205 10.339005
- ---------------------------------------------------------------------------------------------------
Percentage increase (decrease)
in unit value*(a) 12%(b) 16%(b) 7%(b) 3%(b)
===================================================================================================
NBAMTLMAT NBAMTPART OPPBDFD OPPGLSEC
--------- --------- ------- --------
1996**
Beginning unit value - Jan. 1 $10.000000 10.000000 10.000000 10.000000
- ---------------------------------------------------------------------------------------------------
Reinvested capital gains
and dividends .000000 .000000 .479143 .000000
- ---------------------------------------------------------------------------------------------------
Unrealized gain (loss) .477247 1.476324 .165483 .833847
- ---------------------------------------------------------------------------------------------------
Contract charges .000000 .000000 .000000 .000000
- ---------------------------------------------------------------------------------------------------
Ending unit value - Dec.31 $10.477247 11.476324 10.644626 10.833847
- ---------------------------------------------------------------------------------------------------
Percentage increase (decrease)
in unit value*(a) 5%(b) 15%(b) 6%(b) 8%(b)
===================================================================================================
</TABLE>
<TABLE>
<CAPTION>
FIDVIPHI FIDVIPOV FIDVIPAM
-------- -------- --------
1996**
<S> <C> <C> <C>
Beginning unit value - Jan. 1 10.000000 10.000000 10.000000
- --------------------------------------------------------------------------------
Reinvested capital gains
and dividends .000000 .000000 .000000
- --------------------------------------------------------------------------------
Unrealized gain (loss) .830462 .668178 1.022140
- --------------------------------------------------------------------------------
Contract charges .000000 .000000 .000000
- --------------------------------------------------------------------------------
Ending unit value - Dec.31 10.830462 10.668178 11.022140
- --------------------------------------------------------------------------------
Percentage increase (decrease)
in unit value*(a) 8%(b) 7%(b) 10%(b)
================================================================================
NSATSMCO NSATTOTRE NBAMTGRO
-------- --------- --------
1996**
Beginning unit value - Jan. 1 10.000000 10.000000 10.000000
- --------------------------------------------------------------------------------
Reinvested capital gains
and dividends .095576 .580169 .000000
- --------------------------------------------------------------------------------
Unrealized gain (loss) .428842 .864708 (.130166)
- --------------------------------------------------------------------------------
Contract charges .000000 .000000 .000000
- --------------------------------------------------------------------------------
Ending unit value - Dec.31 $10.524418 11.444877 9.869834
- --------------------------------------------------------------------------------
Percentage increase (decrease)
in unit value*(a) 5%(b) 14%(b) (1)%(b)
================================================================================
OPPMULT STDISC2 STINTSTK2
------- ------- ---------
1996**
Beginning unit value - Jan. 1 $10.000000 10.000000 10.000000
- --------------------------------------------------------------------------------
Reinvested capital gains
and dividends .402281 .520758 .045738
- --------------------------------------------------------------------------------
Unrealized gain (loss) .535297 (.636201) .008684
- --------------------------------------------------------------------------------
Contract charges .000000 .000000 .000000
- --------------------------------------------------------------------------------
Ending unit value - Dec.31 10.937578 9.884557 10.054422
- --------------------------------------------------------------------------------
Percentage increase (decrease)
in unit value*(a) 9%(b) (1)%(b) 1%(b)
================================================================================
<FN>
* An annualized rate of return cannot be determined as:
(a) Asset charges do not include the policy charges discussed in note 2; and
(b) This investment option was not utilized for the entire year indicated.
** No other investment options were being utilized.
</TABLE>
<PAGE> 21
SCHEDULE I, CONTINUED
NATIONWIDE VLI SEPARATE ACCOUNT-2
MODIFIED SINGLE PREMIUM AND LAST SURVIVOR FLEXIBLE PREMIUM CONTRACTS
SCHEDULES OF CHANGES IN UNIT VALUE
YEAR ENDED DECEMBER 31, 1996
<TABLE>
<CAPTION>
STSPEC2 TCIBAL TCIGRO TCIINT
------- ------ ------ ------
1996**
<S> <C> <C> <C> <C>
Beginning unit value - Jan. 1 $10.000000 10.000000 10.000000 10.000000
- ---------------------------------------------------------------------------------------------------
Reinvested capital gains
and dividends .045100 .122861 .000000 .224735
- ---------------------------------------------------------------------------------------------------
Unrealized gain (loss) .721729 .808286 (.881573) .548823
- ---------------------------------------------------------------------------------------------------
Contract charges .000000 .000000 .000000 .000000
- ---------------------------------------------------------------------------------------------------
Ending unit value - Dec.31 $10.766829 10.931147 9.118427 10.773558
- ---------------------------------------------------------------------------------------------------
Percentage increase (decrease)
in unit value*(a) 8%(b) 9%(b) (9)%(b) 8%(b)
===================================================================================================
</TABLE>
<TABLE>
<CAPTION>
VEGoldNR VEWrldNR VKACRESec
-------- -------- ---------
1996**
<S> <C> <C> <C>
Beginning unit value - Jan. 1 10.000000 10.000000 10.000000
- ---------------------------------------------------------------------------------
Reinvested capital gains
and dividends .181335 .280847 .255666
- ---------------------------------------------------------------------------------
Unrealized gain (loss) (.125331) .235917 3.418174
- ---------------------------------------------------------------------------------
Contract charges .000000 .000000 .000000
- ---------------------------------------------------------------------------------
Ending unit value - Dec. 31 10.056004 10.516764 13.673840
- ---------------------------------------------------------------------------------
Percentage increase (decrease)
in unit value*(a) 1%(b) 5%(b) 37%(b)
=================================================================================
</TABLE>
<TABLE>
<CAPTION>
WPINTEQ WPSMCOGR
------- --------
1996**
<S> <C> <C>
Beginning unit value - Jan. 1 $10.000000 10.000000
- ----------------------------------------------------------------
Reinvested capital gains
and dividends .193639 .000000
- ----------------------------------------------------------------
Unrealized gain (loss) (.258621) (.172410)
- ----------------------------------------------------------------
Contract charges .000000 .000000
- ----------------------------------------------------------------
Ending unit value - Dec.31 $9.935018 9.827590
- ----------------------------------------------------------------
Percentage increase (decrease)
in unit value*(a) (1)%(b) (2)%(b)
================================================================
<FN>
* An annualized rate of return cannot be determined as:
(a) Asset charges do not include the policy charges discussed in note 2; and
(b) This investment option was not utilized for the entire year indicated.
** No other investment options were being utilized.
See note 6.
</TABLE>
<PAGE> 60
<PAGE> 1
INDEPENDENT AUDITORS' REPORT
----------------------------
The Board of Directors
Nationwide Life Insurance Company:
We have audited the accompanying consolidated balance sheets of Nationwide Life
Insurance Company and subsidiaries (collectively the Company) as of December 31,
1996 and 1995, and the related consolidated statements of income, shareholder's
equity and cash flows for each of the years in the three-year period ended
December 31, 1996. These consolidated financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these consolidated financial statements 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 are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. 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 that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Nationwide Life
Insurance Company and subsidiaries as of December 31, 1996 and 1995, and the
results of their operations and their cash flows for each of the years in the
three-year period ended December 31, 1996, in conformity with generally accepted
accounting principles.
In 1994, the Company adopted the provisions of the Financial Accounting
Standards Board's Statement of Financial Accounting Standards No. 115,
Accounting for Certain Investments in Debt and Equity Securities.
KPMG Peat Marwick LLP
Columbus, Ohio
January 31, 1997
<PAGE> 2
<TABLE>
<CAPTION>
NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
Consolidated Balance Sheets
December 31, 1996 and 1995
($000's omitted)
Assets 1996 1995
------ ----------------- ----------------
<S> <C> <C>
Investments (notes 5, 8 and 9):
Securities available-for-sale, at fair value:
Fixed maturity securities (cost $11,970,878 in 1996; $11,862,556 in 1995) $12,304,639 12,485,564
Equity securities (cost $43,890 in 1996; $23,617 in 1995) 59,131 29,953
Mortgage loans on real estate, net 5,272,119 4,602,764
Real estate, net 265,759 229,442
Policy loans 371,816 336,356
Other long-term investments 28,668 61,989
Short-term investments (note 13) 4,789 32,792
----------------- ----------------
18,306,921 17,778,860
----------------- ----------------
Cash 43,784 9,455
Accrued investment income 210,182 212,963
Deferred policy acquisition costs 1,366,509 1,020,356
Investment in subsidiaries classified as discontinued operations (notes 1 and 2) 485,707 506,677
Other assets (note 6) 426,441 388,214
Assets held in Separate Accounts (note 8) 26,926,702 18,591,108
----------------- ----------------
$47,766,246 38,507,633
================= ================
Liabilities and Shareholder's Equity
------------------------------------
Future policy benefits and claims (notes 6 and 8) $17,179,060 16,358,614
Policyholders' dividend accumulations 361,401 348,027
Other policyholder funds 60,073 65,297
Accrued federal income tax (note 7):
Current 30,170 35,301
Deferred 162,212 246,627
----------------- ----------------
192,382 281,928
----------------- ----------------
Dividend payable to shareholder (notes 1 and 2) 485,707 -
Other liabilities 423,047 234,147
Liabilities related to Separate Accounts (note 8) 26,926,702 18,591,108
----------------- ----------------
45,628,372 35,879,121
----------------- ----------------
Commitments and contingencies (notes 6, 9 and 15)
Shareholder's equity (notes 3, 4, 5, 12 and 13):
Capital shares, $1 par value. Authorized 5,000,000 shares, issued and
outstanding 3,814,779 shares 3,815 3,815
Additional paid-in capital 527,874 657,118
Retained earnings 1,432,593 1,583,275
Unrealized gains on securities available-for-sale, net 173,592 384,304
----------------- ----------------
2,137,874 2,628,512
----------------- ----------------
$47,766,246 38,507,633
================= ================
</TABLE>
See accompanying notes to consolidated financial statements.
<PAGE> 3
NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
Consolidated Statements of Income
Years ended December 31, 1996, 1995 and 1994
($000's omitted)
<TABLE>
<CAPTION>
1996 1995 1994
--------------- -------------- -------------
<S> <C> <C> <C>
Revenues (note 16):
Investment product and universal life insurance product policy charges $ 400,902 286,534 217,245
Traditional life insurance premiums 198,642 199,106 176,658
Net investment income (note 5) 1,357,759 1,294,033 1,210,811
Realized losses on investments (note 5) (326) (1,724) (16,527)
Other income 35,861 20,702 11,312
--------------- -------------- -------------
1,992,838 1,798,651 1,599,499
--------------- -------------- -------------
Benefits and expenses:
Benefits and claims 1,160,580 1,115,493 992,667
Provision for policyholders' dividends on participating policies (note 12) 40,973 39,937 38,754
Amortization of deferred policy acquisition costs 133,394 82,695 85,568
Other operating expenses (note 13) 342,394 272,954 240,652
--------------- -------------- -------------
1,677,341 1,511,079 1,357,641
--------------- -------------- -------------
Income from continuing operations before federal income tax expense 315,497 287,572 241,858
--------------- -------------- -------------
Federal income tax expense (benefit) (note 7):
Current 116,512 88,700 73,559
Deferred (5,623) 11,108 5,030
--------------- -------------- -------------
110,889 99,808 78,589
--------------- -------------- -------------
Income from continuing operations 204,608 187,764 163,269
Income from discontinued operations (less federal income tax expense of
$4,453, $7,446 and $10,915 in 1996, 1995 and 1994, respectively) (note 2) 11,324 24,714 20,459
--------------- -------------- -------------
Net income $ 215,932 212,478 183,728
=============== ============== =============
</TABLE>
See accompanying notes to consolidated financial statements.
<PAGE> 4
NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
Consolidated Statements of Shareholder's Equity
Years ended December 31, 1996, 1995 and 1994
($000's omitted)
<TABLE>
<CAPTION>
Unrealized
gains (losses)
Additional on securities Total
Capital paid-in Retained available-for- shareholder's
shares capital earnings sale, net equity
----------- ------------- --------------- ----------------- ---------------
<S> <C> <C> <C> <C> <C>
1994:
Balance, beginning of year $3,815 406,089 1,194,519 6,745 1,611,168
Capital contribution - 200,000 - - 200,000
Net income - - 183,728 - 183,728
Adjustment for change in accounting for
certain investments in debt and equity
securities, net (note 4) - - - 212,553 212,553
Unrealized losses on securities available-
for-sale, net - - - (338,971) (338,971)
----------- ------------- --------------- ----------------- ---------------
Balance, end of year $3,815 606,089 1,378,247 (119,673) 1,868,478
=========== ============= =============== ================= ===============
1995:
Balance, beginning of year 3,815 606,089 1,378,247 (119,673) 1,868,478
Capital contribution (note 13) - 51,029 - (4,111) 46,918
Dividends to shareholder - - (7,450) - (7,450)
Net income - - 212,478 - 212,478
Unrealized gains on securities available-
for-sale, net - - - 508,088 508,088
----------- ------------- --------------- ----------------- ---------------
Balance, end of year $3,815 657,118 1,583,275 384,304 2,628,512
=========== ============= =============== ================= ===============
1996:
Balance, beginning of year 3,815 657,118 1,583,275 384,304 2,628,512
Capital contribution (note 13) - 25 5 - 30
Dividends to shareholder - (129,269) (366,619) (39,819) (535,707)
Net income - - 215,932 - 215,932
Unrealized losses on securities available-
for-sale, net - - - (170,893) (170,893)
----------- ------------- --------------- ----------------- ---------------
Balance, end of year $3,815 527,874 1,432,593 173,592 2,137,874
=========== ============= =============== ================= ===============
</TABLE>
See accompanying notes to consolidated financial statements.
<PAGE> 5
NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
Consolidated Statements of Cash Flows
Years ended December 31, 1996, 1995 and 1994
($000's omitted)
<TABLE>
<CAPTION>
1996 1995 1994
---------------- --------------- ---------------
<S> <C> <C> <C>
Cash flows from operating activities:
Net income $ 215,932 212,478 183,728
Adjustments to reconcile net income to net cash provided by operating
activities:
Capitalization of deferred policy acquisition costs (422,572) (321,327) (242,431)
Amortization of deferred policy acquisition costs 133,394 82,695 85,568
Amortization and depreciation 6,962 10,234 3,603
Realized (gains) losses on invested assets, net (284) 3,250 16,094
Deferred federal income tax expense (benefit) 7,603 (30,673) 9,946
Decrease (increase) in accrued investment income 2,781 (16,999) (12,808)
(Increase) decrease in other assets (38,876) 39,880 (102,676)
Increase in policy liabilities 305,755 135,937 118,361
Increase in policyholders' dividend accumulations 13,374 12,639 15,298
(Decrease) increase in accrued federal income tax payable (5,131) 30,836 (5,714)
Increase in other liabilities 188,900 26,851 506
Other, net (61,679) 1,832 (29,595)
--------------- --------------- ---------------
Net cash provided by operating activities 346,159 187,633 39,880
---------------- --------------- ---------------
Cash flows from investing activities:
Proceeds from maturity of securities available-for-sale 1,162,766 634,553 544,843
Proceeds from sale of securities available-for-sale 299,558 107,345 228,308
Proceeds from maturity of fixed maturity securities held-to-maturity - 564,450 491,862
Proceeds from repayments of mortgage loans on real estate 309,050 207,832 190,574
Proceeds from sale of real estate 18,519 48,331 46,713
Proceeds from repayments of policy loans and sale of other invested assets 22,795 53,587 120,506
Cost of securities available-for-sale acquired (1,573,640) (1,942,413) (1,816,370)
Cost of fixed maturity securities held-to-maturity acquired - (593,636) (410,379)
Cost of mortgage loans on real estate acquired (972,776) (796,026) (471,570)
Cost of real estate acquired (7,862) (10,928) (6,385)
Policy loans issued and other invested assets acquired (57,740) (75,910) (65,302)
Short-term investments, net 28,003 77,837 (89,376)
Purchase of affiliate (note 13) - - (155,000)
---------------- --------------- ---------------
Net cash used in investing activities (771,327) (1,724,978) (1,391,576)
---------------- --------------- ---------------
Cash flows from financing activities:
Proceeds from capital contributions 30 - 200,000
Dividends paid to shareholder (50,000) (7,450) -
Increase in investment product and universal life insurance
product account balances 2,293,933 2,809,385 3,547,976
Decrease in investment product and universal life insurance
product account balances (1,784,466) (1,258,758) (2,412,595)
---------------- --------------- --------------
Net cash provided by financing activities 459,497 1,543,177 1,335,381
---------------- --------------- --------------
Net increase (decrease) in cash 34,329 5,832 (16,315)
---------------- --------------- ---------------
Cash, beginning of year 9,455 3,623 19,938
---------------- --------------- ---------------
Cash, end of year $ 43,784 9,455 3,623
================ =============== ===============
</TABLE>
See accompanying notes to consolidated financial statements.
<PAGE> 6
NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 31, 1996, 1995 and 1994
($000's omitted)
(1) Organization and Description of Business
----------------------------------------
Nationwide Life Insurance Company (NLIC) is a wholly owned subsidiary
of Nationwide Corporation (Nationwide Corp.). Wholly owned subsidiaries
of NLIC include Nationwide Life and Annuity Insurance Company (NLAIC),
Employers Life Insurance Company of Wausau and subsidiaries (ELICW),
National Casualty Company (NCC), West Coast Life Insurance Company
(WCLIC), Nationwide Advisory Services, Inc. (formerly Nationwide
Financial Services, Inc.), Nationwide Investment Services Corporation
(formerly PEBSCO Securities Corporation) (NISC) and NWE, Inc. NLIC and
its subsidiaries are collectively referred to as "the Company."
Nationwide Corp. formed Nationwide Financial Services, Inc. (NFS) in
November 1996 as a holding company for NLIC and the other companies of
the Nationwide Insurance Enterprise that offer or distribute long-term
savings and retirement products. On January 27, 1997, Nationwide Corp.
contributed to NFS the common stock of NLIC and three marketing and
distribution companies. NFS is planning an initial public offering of
its Class A common stock during the first quarter of 1997.
In anticipation of the restructuring described above, on September 24,
1996, NLIC's Board of Directors declared a dividend payable January 1,
1997 to Nationwide Corp. consisting of the outstanding shares of common
stock of certain subsidiaries (ELICW, NCC and WCLIC) that do not offer
or distribute long-term savings and retirement products. In addition,
during 1996, NLIC entered into two reinsurance agreements whereby all
of NLIC's accident and health and group life insurance business was
ceded to ELICW and another affiliate effective January 1, 1996. These
subsidiaries and all accident and health and group life insurance
business have been accounted for as discontinued operations for all
periods presented. See notes 2 and 13.
In addition, as part of the restructuring described above, NLIC intends
to make an $850,000 distribution to NFS which will then make an
equivalent distribution to Nationwide Corp.
The Company is a leading provider of long-term savings and retirement
products to retail and institutional customers and is subject to
competition from other financial services providers throughout the
United States. The Company is subject to regulation by the Insurance
Departments of states in which it is licensed, and undergoes periodic
examinations by those departments.
The following is a description of the most significant risks facing
life insurers and how the Company mitigates those risks:
LEGAL/REGULATORY RISK is the risk that changes in the legal or
regulatory environment in which an insurer operates will create
additional expenses not anticipated by the insurer in pricing its
products. That is, regulatory initiatives, new legal theories or
insurance company insolvencies through guaranty fund assessments
may create costs for the insurer beyond those currently recorded
in the consolidated financial statements. The Company mitigates
this risk by offering a wide range of products and by operating
throughout the United States, thus reducing its exposure to any
single product or jurisdiction, and also by employing underwriting
practices which identify and minimize the adverse impact of this
risk.
CREDIT RISK is the risk that issuers of securities owned by the
Company or mortgagors on mortgage loans on real estate owned by
the Company will default or that other parties, including
reinsurers, which owe the Company money, will not pay. The Company
minimizes this risk by adhering to a conservative investment
strategy, by maintaining reinsurance and credit and collection
policies and by providing for any amounts deemed uncollectible.
<PAGE> 7
NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
Notes to Consolidated Financial Statements, Continued
INTEREST RATE RISK is the risk that interest rates will change and
cause a decrease in the value of an insurer's investments. This
change in rates may cause certain interest-sensitive products to
become uncompetitive or may cause disintermediation. The Company
mitigates this risk by charging fees for non-conformance with
certain policy provisions, by offering products that transfer this
risk to the purchaser, and/or by attempting to match the maturity
schedule of its assets with the expected payouts of its
liabilities. To the extent that liabilities come due more quickly
than assets mature, an insurer would have to borrow funds or sell
assets prior to maturity and potentially recognize a gain or loss.
(2) Discontinued Operations
-----------------------
As discussed in note 1, NFS is a holding company for NLIC and certain
other companies that offer or distribute long-term savings and
retirement products. Prior to the contribution by Nationwide Corp. to
NFS of the outstanding common stock of NLIC and other companies, NLIC
effected certain transactions with respect to certain subsidiaries and
lines of business that were unrelated to long-term savings and
retirement products.
On September 24, 1996, NLIC's Board of Directors declared a dividend to
Nationwide Corp. consisting of the outstanding shares of common stock
of three subsidiaries: ELICW, NCC and WCLIC. ELICW writes group
accident and health and group life insurance business and maintains it
offices in Wausau, Wisconsin. NCC is a property and casualty company
that serves as a fronting company for a property and casualty
subsidiary of Nationwide Mutual Insurance Company (NMIC), an affiliate.
NCC maintains its offices in Scottsdale, Arizona. WCLIC writes high
dollar term life insurance policies and is located in San Francisco,
California. ELICW, NCC and WCLIC have been accounted for as
discontinued operations for all periods presented. NLIC did not
recognize any gain or loss on the disposal of these subsidiaries.
A summary of the combined results of operations, including the results
of the accident and health and group life insurance business ELICW
assumed from NLIC in 1996, and assets and liabilities of ELICW, NCC and
WCLIC as of and for the years ended December 31, 1996, 1995 and 1994 is
as follows:
<TABLE>
<CAPTION>
1996 1995 1994
------------ ----------- -----------
<S> <C> <C> <C>
Revenues $ 668,870 422,149 84,226
Net income 11,324 26,456 11,753
Assets, consisting primarily of investments 3,029,293 2,967,326 2,537,692
Liabilities, consisting primarily of policy benefits and claims 2,543,586 2,460,649 2,179,263
</TABLE>
During 1996, NLIC entered into two reinsurance agreements whereby all
of NLIC's accident and health and group life insurance business was
ceded to ELICW and NMIC, effective January 1, 1996. See note 13 for a
complete discussion of the reinsurance agreements. NLIC has
discontinued its accident and health and group life insurance business
and in connection therewith has entered into reinsurance agreements to
cede all existing and any future writings to other affiliated companies
and will cease writing any new business prior to December 31, 1997.
NLIC's accident and health and group life insurance business is
accounted for as discontinued operations for all periods presented.
NLIC did not recognize any gain or loss on the disposal of the accident
and health and group life insurance business. The assets, liabilities,
results of operations and activities of discontinued operations are
distinguished physically, operationally and for financial reporting
purposes from the remaining assets, liabilities, results of operations
and activities of NLIC.
<PAGE> 8
NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
Notes to Consolidated Financial Statements, Continued
A summary of the results of operations, net of amounts ceded to ELICW
and NMIC in 1996, and assets and liabilities of NLIC's accident and
health and group life insurance business as of and for the years ended
December 31, 1996, 1995 and 1994 is as follows:
<TABLE>
<CAPTION>
1996 1995 1994
------------ ----------- -----------
<S> <C> <C> <C>
Revenues $ - 354,788 362,476
Net income (loss) - (1,742) 8,706
Assets, consisting primarily of investments 259,185 239,426 234,082
Liabilities, consisting primarily of policy benefits and claims 259,185 239,426 234,082
</TABLE>
(3) Summary of Significant Accounting Policies
------------------------------------------
The significant accounting policies followed by the Company that
materially affect financial reporting are summarized below. The
accompanying consolidated financial statements have been prepared in
accordance with generally accepted accounting principles (GAAP) which
differ from statutory accounting practices prescribed or permitted by
regulatory authorities. Annual Statements for NLIC and its insurance
subsidiaries, filed with the department of insurance of each insurance
company's state of domicile, are prepared on the basis of accounting
practices prescribed or permitted by each department. Prescribed
statutory accounting practices include a variety of publications of the
National Association of Insurance Commissioners (NAIC), as well as
state laws, regulations and general administrative rules. Permitted
statutory accounting practices encompass all accounting practices not
so prescribed. The Company has no material permitted statutory
accounting practices.
In preparing the consolidated financial statements, management is
required to make estimates and assumptions that affect the reported
amounts of assets and liabilities and the disclosures of contingent
assets and liabilities as of the date of the consolidated financial
statements and the reported amounts of revenues and expenses for the
reporting period. Actual results could differ significantly from those
estimates.
The most significant estimates include those used in determining
deferred policy acquisition costs, valuation allowances for mortgage
loans on real estate and real estate investments and the liability for
future policy benefits and claims. Although some variability is
inherent in these estimates, management believes the amounts provided
are adequate.
(a) Consolidation Policy
--------------------
The consolidated financial statements include the accounts of NLIC
and its wholly owned subsidiaries. Subsidiaries that are
classified and reported as discontinued operations are not
consolidated but rather are reported as "Investment in
Subsidiaries Classified as Discontinued Operations" in the
accompanying consolidated balance sheets and "Income for
Discontinued Operations" in the accompanying consolidated
statements of income. All significant intercompany balances and
transactions have been eliminated.
(b) Valuation of Investments and Related Gains and Losses
-----------------------------------------------------
The Company is required to classify its fixed maturity securities
and equity securities as either held-to-maturity,
available-for-sale or trading. Fixed maturity securities are
classified as held-to-maturity when the Company has the positive
intent and ability to hold the securities to maturity and are
stated at amortized cost. Fixed maturity securities not classified
as held-to-maturity and all equity securities are classified as
available-for-sale and are stated at fair value, with the
unrealized gains and losses, net of adjustments to deferred policy
acquisition costs and deferred federal income tax, reported as a
separate component of shareholder's equity. The adjustment to
deferred policy acquisition costs represents the change in
amortization of deferred policy acquisition costs that would have
been required as a charge or credit to operations had such
unrealized amounts been realized. The Company has no fixed
maturity securities classified as held-to-maturity or trading as
of December 31, 1996 or 1995.
<PAGE> 9
NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
Notes to Consolidated Financial Statements, Continued
Mortgage loans on real estate are carried at the unpaid principal
balance less valuation allowances. The Company provides valuation
allowances for impairments of mortgage loans on real estate based
on a review by portfolio managers. The measurement of impaired
loans is based on the present value of expected future cash flows
discounted at the loan's effective interest rate or, as a
practical expedient, at the fair value of the collateral, if the
loan is collateral dependent. Loans in foreclosure and loans
considered to be impaired are placed on non-accrual status.
Interest received on non-accrual status mortgage loans on real
estate are included in interest income in the period received.
Real estate is carried at cost less accumulated depreciation and
valuation allowances. Other long-term investments are carried on
the equity basis, adjusted for valuation allowances. Impairment
losses are recorded on long-lived assets used in operations when
indicators of impairment are present and the undiscounted cash
flows estimated to be generated by those assets are less than the
assets' carrying amount.
Realized gains and losses on the sale of investments are
determined on the basis of specific security identification.
Estimates for valuation allowances and other than temporary
declines are included in realized gains and losses on investments.
(c) Revenues and Benefits
---------------------
INVESTMENT PRODUCTS AND UNIVERSAL LIFE INSURANCE PRODUCTS:
Investment products consist primarily of individual and group
variable and fixed annuities, annuities without life contingencies
and guaranteed investment contracts. Universal life insurance
products include universal life insurance, variable universal life
insurance and other interest-sensitive life insurance policies.
Revenues for investment products and universal life insurance
products consist of net investment income, asset fees, cost of
insurance, policy administration and surrender charges that have
been earned and assessed against policy account balances during
the period. Policy benefits and claims that are charged to expense
include interest credited to policy account balances and benefits
and claims incurred in the period in excess of related policy
account balances.
TRADITIONAL LIFE INSURANCE PRODUCTS: Traditional life insurance
products include those products with fixed and guaranteed premiums
and benefits and consist primarily of whole life insurance,
limited-payment life insurance, term life insurance and certain
annuities with life contingencies. Premiums for traditional life
insurance products are recognized as revenue when due. Benefits
and expenses are associated with earned premiums so as to result
in recognition of profits over the life of the contract. This
association is accomplished by the provision for future policy
benefits and the deferral and amortization of policy acquisition
costs.
ACCIDENT AND HEALTH INSURANCE PRODUCTS: Accident and health
insurance premiums are recognized as revenue over the terms of the
policies. Policy claims are charged to expense in the period that
the claims are incurred. All accident and health insurance
business is accounted for as discontinued operations. See note 2.
(d) Deferred Policy Acquisition Costs
---------------------------------
The costs of acquiring new business, principally commissions,
certain expenses of the policy issue and underwriting department
and certain variable agency expenses have been deferred. For
investment products and universal life insurance products,
deferred policy acquisition costs are being amortized with
interest over the lives of the policies in relation to the present
value of estimated future gross profits from projected interest
margins, asset fees, cost of insurance, policy administration and
surrender charges. For years in which gross profits are negative,
deferred policy acquisition costs are amortized based on the
present value of gross revenues. For traditional life products,
these deferred policy acquisition costs are predominantly being
amortized with interest over the premium paying period of the
related policies in proportion to the ratio of actual annual
premium revenue to the anticipated total premium revenue. Such
anticipated premium revenue was estimated using the same
assumptions as were used for computing liabilities for future
policy benefits. Deferred policy acquisition costs are adjusted to
reflect the impact of unrealized gains and losses on fixed
maturity securities available-for-sale as described in note 3(b).
<PAGE> 10
NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
Notes to Consolidated Financial Statements, Continued
(e) Separate Accounts
-----------------
Separate Account assets and liabilities represent contractholders'
funds which have been segregated into accounts with specific
investment objectives. The investment income and gains or losses
of these accounts accrue directly to the contractholders. The
activity of the Separate Accounts is not reflected in the
consolidated statements of income and cash flows except for the
fees the Company receives.
(f) Future Policy Benefits
----------------------
Future policy benefits for investment products in the accumulation
phase, universal life insurance and variable universal life
insurance policies have been calculated based on participants'
contributions plus interest credited less applicable contract
charges.
Future policy benefits for traditional life insurance policies
have been calculated using a net level premium method based on
estimates of mortality, morbidity, investment yields and
withdrawals which were used or which were being experienced at the
time the policies were issued, rather than the assumptions
prescribed by state regulatory authorities. See note 6.
Future policy benefits and claims for collectively renewable
long-term disability policies and group long-term disability
policies are the present value of amounts not yet due on reported
claims and an estimate of amounts to be paid on incurred but
unreported claims. The impact of reserve discounting is not
material. Future policy benefits and claims on other group health
insurance policies are not discounted. All health insurance
business is accounted for as discontinued operations. See note 2.
(g) Participating Business
----------------------
Participating business represents approximately 52% in 1996 (54%
in 1995 and 55% in 1994) of the Company's life insurance in force,
78% in 1996 (79% in 1995 and 79% in 1994) of the number of life
insurance policies in force, and 40% in 1996 (47% in 1995 and 51%
in 1994) of life insurance premiums. The provision for
policyholder dividends is based on current dividend scales. Future
dividends are provided for ratably in future policy benefits based
on dividend scales in effect at the time the policies were issued.
(h) Federal Income Tax
------------------
The Company, with the exception of ELICW, files a consolidated
federal income tax return with NMIC, the majority shareholder of
Nationwide Corp. The members of the consolidated tax return group
have a tax sharing arrangement which provides, in effect, for each
member to bear essentially the same federal income tax liability
as if separate tax returns were filed. Through 1994, ELICW filed a
consolidated federal income tax return with Employers Insurance of
Wausau A Mutual Company, an affiliate. Beginning in 1995, ELICW
files a separate federal income tax return.
The Company utilizes the asset and liability method of accounting
for income tax. Under this method, deferred tax assets and
liabilities are recognized for the future tax consequences
attributable to differences between the financial statement
carrying amounts of existing assets and liabilities and their
respective tax bases and operating loss and tax credit
carryforwards. Deferred tax assets and liabilities are measured
using enacted tax rates expected to apply to taxable income in the
years in which those temporary differences are expected to be
recovered or settled. Under this method, the effect on deferred
tax assets and liabilities of a change in tax rates is recognized
in income in the period that includes the enactment date.
Valuation allowances are established when necessary to reduce the
deferred tax assets to the amounts expected to be realized.
<PAGE> 11
NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
Notes to Consolidated Financial Statements, Continued
(i) Reinsurance Ceded
-----------------
Reinsurance premiums ceded and reinsurance recoveries on benefits
and claims incurred are deducted from the respective income and
expense accounts. Assets and liabilities related to reinsurance
ceded are reported on a gross basis. All of the Company's accident
and health and group life insurance business is ceded to
affiliates and is accounted for as discontinued operations. See
notes 2 and 13.
(j) Reclassification
----------------
Certain items in the 1995 and 1994 consolidated financial
statements have been reclassified to conform to the 1996
presentation.
(4) Change in Accounting Principle
------------------------------
Effective January 1, 1994, the Company changed its method of accounting
for certain investments in debt and equity securities in connection
with the issuance of STATEMENT OF FINANCIAL ACCOUNTING STANDARDS (SFAS)
NO. 115 - ACCOUNTING FOR CERTAIN INVESTMENTS IN DEBT AND EQUITY
SECURITIES. As of January 1, 1994, the Company classified fixed
maturity securities with amortized cost and fair value of $6,299,665
and $6,721,714, respectively, as available-for-sale and recorded the
securities at fair value. Previously, these securities were recorded at
amortized cost. The effect as of January 1, 1994 has been recorded as a
direct credit to shareholder's equity as follows:
<TABLE>
<CAPTION>
<S> <C>
Excess of fair value over amortized cost of fixed maturity
securities available-for-sale $ 422,049
Adjustment to deferred policy acquisition costs (95,044)
Deferred federal income tax (114,452)
--------------
$ 212,553
==============
</TABLE>
(5) Investments
-----------
The amortized cost and estimated fair value of securities
available-for-sale were as follows as of December 31, 1996:
<TABLE>
<CAPTION>
Gross Gross
Amortized unrealized unrealized Estimated
cost gains losses fair value
------------ ---------- ----------- -----------
<S> <C> <C> <C> <C>
1996:
Fixed maturity securities:
U.S. Treasury securities and obligations of
U.S. government corporations and agencies $ 275,696 4,795 (1,340) 279,151
Obligations of states and political subdivisions 6,242 450 (2) 6,690
Debt securities issued by foreign governments 100,656 2,141 (857) 101,940
Corporate securities 7,999,310 285,946 (33,686) 8,251,570
Mortgage-backed securities 3,588,974 91,438 (15,124) 3,665,288
------------ ---------- ------------ ------------
Total fixed maturity securities 11,970,878 384,770 (51,009) 12,304,639
Equity securities 43,890 15,571 (330) 59,131
------------ ---------- ------------ ------------
$12,014,768 400,341 (51,339) 12,363,770
============ ========== ============ ============
</TABLE>
<PAGE> 12
NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
Notes to Consolidated Financial Statements, Continued
The amortized cost and estimated fair value of securities
available-for-sale were as follows as of December 31, 1995:
<TABLE>
<CAPTION>
Gross Gross
Amortized unrealized unrealized Estimated
cost gains losses fair value
------------ ---------- ----------- ---------------
<S> <C> <C> <C> <C>
1995:
Fixed maturity securities:
U.S. Treasury securities and obligations of
U.S. government corporations and agencies $ 310,186 12,764 (1) 322,949
Obligations of states and political subdivisions 8,655 1,205 (1) 9,859
Debt securities issued by foreign governments 101,414 4,387 (66) 105,735
Corporate securities 7,888,440 473,681 (25,742) 8,336,379
Mortgage-backed securities 3,553,861 165,169 (8,388) 3,710,642
------------ ---------- ----------- ---------------
Total fixed maturity securities 11,862,556 657,206 (34,198) 12,485,564
Equity securities 23,617 6,382 (46) 29,953
------------ ---------- ----------- ---------------
$11,886,173 663,588 (34,244) 12,515,517
============ ========== =========== ===============
</TABLE>
The amortized cost and estimated fair value of fixed maturity
securities available-for-sale as of December 31, 1996, by contractual
maturity, are shown below. Expected maturities will differ from
contractual maturities because borrowers may have the right to call or
prepay obligations with or without call or prepayment penalties.
<TABLE>
<CAPTION>
Amortized Estimated
cost fair value
--------------- --------------
<S> <C> <C>
Fixed maturity securities available-for-sale:
Due in one year or less $ 440,235 444,214
Due after one year through five years 3,937,010 4,053,152
Due after five years through ten years 2,809,813 2,871,806
Due after ten years 1,194,846 1,270,179
--------------- --------------
8,381,904 8,639,351
Mortgage-backed securities 3,588,974 3,665,288
--------------- --------------
$11,970,878 12,304,639
=============== ==============
</TABLE>
The components of unrealized gains on securities available-for-sale,
net, were as follows as of December 31:
<TABLE>
<CAPTION>
1996 1995
--------------- --------------
<S> <C> <C>
Gross unrealized gains $349,002 629,344
Adjustment to deferred policy acquisition costs (81,939) (138,914)
Deferred federal income tax (93,471) (171,649)
--------------- --------------
173,592 318,781
Unrealized gains on securities available-for-sale, net, of
subsidiaries classified as discontinued operations (note 2) - 65,523
--------------- --------------
$173,592 384,304
=============== ==============
</TABLE>
<PAGE> 13
NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
Notes to Consolidated Financial Statements, Continued
An analysis of the change in gross unrealized gains (losses) on
securities available-for-sale and fixed maturity securities
held-to-maturity follows for the years ended December 31:
<TABLE>
<CAPTION>
1996 1995 1994
--------------- ------------- --------------
<S> <C> <C> <C>
Securities available-for-sale:
Fixed maturity securities $(289,247) 876,332 (675,373)
Equity securities 8,905 (26) (1,927)
Fixed maturity securities held-to-maturity - 75,626 (398,183)
--------------- ------------- --------------
$(280,342) 951,932 (1,075,483)
=============== ============= ==============
</TABLE>
Proceeds from the sale of securities available-for-sale during 1996,
1995 and 1994 were $299,558, $107,345 and $228,308, respectively.
During 1996, gross gains of $6,606 ($4,838 and $3,045 in 1995 and 1994,
respectively) and gross losses of $6,925 ($2,147 and $21,280 in 1995
and 1994, respectively) were realized on those sales.
During 1995, the Company transferred fixed maturity securities
classified as held-to-maturity with amortized cost of $25,429 to
available-for-sale securities due to evidence of a significant
deterioration in the issuer's creditworthiness. The transfer of those
fixed maturity securities resulted in a gross unrealized loss of
$3,535.
As permitted by the Financial Accounting Standards Board's Special
Report, A GUIDE TO IMPLEMENTATION OF STATEMENT 115 ON ACCOUNTING FOR
CERTAIN INVESTMENTS IN DEBT AND EQUITY SECURITIES, issued in November
1995 the Company transferred all of its fixed maturity securities
previously classified as held-to-maturity to available-for-sale. As of
December 14, 1995, the date of transfer, the fixed maturity securities
had amortized cost of $3,320,093, resulting in a gross unrealized gain
of $155,940.
Investments that were non-income producing for the twelve month period
preceding December 31, 1996 amounted to $26,805 ($27,712 in 1995) and
consisted of $248 ($6,982 in 1995) in fixed maturity securities,
$20,633 ($14,740 in 1995) in real estate and $5,924 ($5,990 in 1995) in
other long-term investments.
Real estate is presented at cost less accumulated depreciation of
$30,338 as of December 31, 1996 ($30,482 as of December 31, 1995) and
valuation allowances of $15,219 as of December 31, 1996 ($25,819 as of
December 31, 1995).
The recorded investment of mortgage loans on real estate considered to
be impaired (under SFAS NO. 114 - ACCOUNTING BY CREDITORS FOR
IMPAIRMENT OF A LOAN as amended by SFAS NO. 118 - ACCOUNTING BY
CREDITORS FOR IMPAIRMENT OF A LOAN-INCOME RECOGNITION AND DISCLOSURE)
as of December 31, 1996 was $51,765 ($44,409 as of December 31, 1995),
which includes $41,663 ($23,975 as of December 31, 1995) of impaired
mortgage loans on real estate for which the related valuation allowance
was $8,485 ($5,276 as of December 31, 1995) and $10,102 ($20,434 as of
December 31, 1995) of impaired mortgage loans on real estate for which
there was no valuation allowance. During 1996, the average recorded
investment in impaired mortgage loans on real estate was approximately
$39,674 ($22,181 in 1995) and interest income recognized on those loans
was $2,103 ($387 in 1995), which is equal to interest income recognized
using a cash-basis method of income recognition.
Activity in the valuation allowance account for mortgage loans on real
estate is summarized for the years ended December 31:
<TABLE>
<CAPTION>
1996 1995
------------- --------------
<S> <C> <C>
Allowance, beginning of year $49,128 46,381
Additions charged to operations 4,497 7,433
Direct write-downs charged against the allowance (2,587) (4,686)
------------- -------------
Allowance, end of year $51,038 49,128
============= ==============
</TABLE>
<PAGE> 14
NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
Notes to Consolidated Financial Statements, Continued
An analysis of investment income by investment type follows for the
years ended December 31:
<TABLE>
<CAPTION>
1996 1995 1994
--------------- ------------- ------------
<S> <C> <C> <C>
Gross investment income:
Securities available-for-sale:
Fixed maturity securities $ 917,135 685,787 647,927
Equity securities 1,291 1,330 509
Fixed maturity securities held-to-maturity - 201,808 185,938
Mortgage loans on real estate 432,815 395,478 372,734
Real estate 44,332 38,344 40,170
Short-term investments 4,155 10,576 6,141
Other 3,998 7,239 2,121
--------------- ------------- --------------
Total investment income 1,403,726 1,340,562 1,255,540
Less investment expenses 45,967 46,529 44,729
--------------- ------------- ---------------
Net investment income $1,357,759 1,294,033 1,210,811
=============== ============= ==============
</TABLE>
An analysis of realized gains (losses) on investments, net of valuation
allowances, by investment type follows for the years ended December 31:
<TABLE>
<CAPTION>
1996 1995 1994
------------ ------------ ------------
<S> <C> <C> <C>
Securities available-for-sale:
Fixed maturity securities $(3,462) 4,213 (7,296)
Equity securities 3,143 3,386 1,422
Mortgage loans on real estate (4,115) (7,091) (20,446)
Real estate and other 4,108 (2,232) 9,793
------------ ------------ ------------
$ (326) (1,724) (16,527)
============ ============ ============
</TABLE>
Fixed maturity securities with an amortized cost of $6,161 and $5,592
as of December 31, 1996 and 1995, respectively, were on deposit with
various regulatory agencies as required by law.
(6) Future Policy Benefits and Claims
---------------------------------
The liability for future policy benefits for investment contracts
represents approximately 87% and 87% of the total liability for future
policy benefits as of December 31, 1996 and 1995, respectively. The
average interest rate credited on investment product policies was
approximately 6.3%, 6.6% and 6.5% for the years ended December 31,
1996, 1995 and 1994, respectively.
The liability for future policy benefits for traditional life insurance
policies has been established based upon the following assumptions:
Interest rates: Interest rates vary as follows:
--------------
<TABLE>
<CAPTION>
Year of issue Interest rates
----------------- ----------------------------------------
<S> <C>
1996 6.6%, not graded
1984-1995 6.0% to 10.5%, not graded
1966-1983 6.0% to 8.1%, graded over 20 years to 4.0% to 6.6%
1965 and prior generally lower than post 1965 issues
</TABLE>
<PAGE> 15
NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
Notes to Consolidated Financial Statements, Continued
WITHDRAWALS: Rates, which vary by issue age, type of coverage
and policy duration, are based on Company experience.
MORTALITY: Mortality and morbidity rates are based on
published tables, modified for the Company's actual
experience.
The Company has entered into a reinsurance contract to cede a portion
of its general account individual annuity business to The Franklin Life
Insurance Company (Franklin). Total recoveries due from Franklin were
$240,451 and $245,255 as of December 31, 1996 and 1995, respectively.
The contract is immaterial to the Company's results of operations. The
ceding of risk does not discharge the original insurer from its primary
obligation to the policyholder. Under the terms of the contract,
Franklin has established a trust as collateral for the recoveries. The
trust assets are invested in investment grade securities, the market
value of which must at all times be greater than or equal to 102% of
the reinsured reserves.
The Company has reinsurance agreements with certain affiliates as
described in note 13. All other reinsurance agreements are not material
to either premiums or reinsurance recoverables.
(7) Federal Income Tax
-------------------
The tax effects of temporary differences that give rise to significant
components of the net deferred tax liability as of December 31, 1996
and 1995 are as follows:
<TABLE>
<CAPTION>
1996 1995
----------------- ---------------
<S> <C> <C>
Deferred tax assets:
Future policy benefits $175,571 149,192
Liabilities in Separate Accounts 188,426 129,120
Mortgage loans on real estate and real estate 23,366 25,165
Other policyholder funds 7,407 7,424
Other assets and other liabilities 53,757 41,847
----------------- ---------------
Total gross deferred tax assets 448,527 352,748
Less valuation allowances (7,000) (7,000)
----------------- ---------------
Net deferred tax assets 441,527 345,748
================= ===============
Deferred tax liabilities:
Deferred policy acquisition costs 399,345 299,579
Fixed maturity securities 133,210 227,345
Deferred tax on realized investment gains 37,597 40,634
Equity securities and other long-term investments 8,210 3,780
Other 25,377 21,037
----------------- ---------------
Total gross deferred tax liabilities 603,739 592,375
----------------- ---------------
$162,212 246,627
================= ===============
</TABLE>
In assessing the realizability of deferred tax assets, management
considers whether it is more likely than not that some portion of the
total gross deferred tax assets will not be realized. Nearly all future
deductible amounts can be offset by future taxable amounts or recovery
of federal income tax paid within the statutory carryback period. There
has been no change in the valuation allowance for the years ended
December 31, 1996, 1995 and 1994.
<PAGE> 16
NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
Notes to Consolidated Financial Statements, Continued
Total federal income tax expense for the years ended December 31, 1996,
1995 and 1994 differs from the amount computed by applying the U.S.
federal income tax rate to income before tax as follows:
<TABLE>
<CAPTION>
1996 1995 1994
---------------------- ---------------------- ----------------------
Amount % Amount % Amount %
---------------------- ---------------------- ----------------------
<S> <C> <C> <C> <C> <C> <C>
Computed (expected) tax expense $110,424 35.0 $100,650 35.0 $84,650 35.0
Tax exempt interest and dividends
received deduction (212) (0.1) (18) (0.0) (130) (0.1)
Other, net 677 0.3 (824) (0.3) (5,931) (2.5)
------------ -------- ------------- -------- ------------- --------
Total (effective rate of each year) $110,889 35.2 $ 99,808 34.7 $78,589 32.5
============ ======== ============= ======== ============= ========
</TABLE>
Total federal income tax paid was $115,839, $51,840 and $83,239
during the years ended December 31, 1996, 1995 and 1994,
respectively.
(8) Disclosures about Fair Value of Financial Instruments
-----------------------------------------------------
SFAS NO. 107 - DISCLOSURES ABOUT FAIR VALUE OF FINANCIAL INSTRUMENTS
(SFAS 107) requires disclosure of fair value information about existing
on and off-balance sheet financial instruments. SFAS 107 defines the
fair value of a financial instrument as the amount at which the
financial instrument could be exchanged in a current transaction
between willing parties. In cases where quoted market prices are not
available, fair value is based on estimates using present value or
other valuation techniques.
These techniques are significantly affected by the assumptions used,
including the discount rate and estimates of future cash flows.
Although fair value estimates are calculated using assumptions that
management believes are appropriate, changes in assumptions could cause
these estimates to vary materially. In that regard, the derived fair
value estimates cannot be substantiated by comparison to independent
markets and, in many cases, could not be realized in the immediate
settlement of the instruments. SFAS 107 excludes certain assets and
liabilities from its disclosure requirements. Accordingly, the
aggregate fair value amounts presented do not represent the underlying
value of the Company.
Although insurance contracts, other than policies such as annuities
that are classified as investment contracts, are specifically exempted
from SFAS 107 disclosures, estimated fair value of policy reserves on
life insurance contracts is provided to make the fair value disclosures
more meaningful.
The tax ramifications of the related unrealized gains and losses can
have a significant effect on fair value estimates and have not been
considered in the estimates.
The following methods and assumptions were used by the Company in
estimating its fair value disclosures:
CASH, SHORT-TERM INVESTMENTS AND POLICY LOANS: The carrying amount
reported in the consolidated balance sheets for these instruments
approximates their fair value.
FIXED MATURITY AND EQUITY SECURITIES: Fair value for fixed
maturity securities is based on quoted market prices, where
available. For fixed maturity securities not actively traded, fair
value is estimated using values obtained from independent pricing
services or, in the case of private placements, is estimated by
discounting expected future cash flows using a current market rate
applicable to the yield, credit quality and maturity of the
investments. The fair value for equity securities is based on
quoted market prices.
SEPARATE ACCOUNT ASSETS AND LIABILITIES: The fair value of assets
held in Separate Accounts is based on quoted market prices. The
fair value of liabilities related to Separate Accounts is the
amount payable on demand, which includes certain surrender
charges.
<PAGE> 17
NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
Notes to Consolidated Financial Statements, Continued
MORTGAGE LOANS ON REAL ESTATE: The fair value for mortgage loans
on real estate is estimated using discounted cash flow analyses,
using interest rates currently being offered for similar loans to
borrowers with similar credit ratings. Loans with similar
characteristics are aggregated for purposes of the calculations.
Fair value for mortgages in default is the estimated fair value of
the underlying collateral.
INVESTMENT CONTRACTS: Fair value for the Company's liabilities
under investment type contracts is disclosed using two methods.
For investment contracts without defined maturities, fair value is
the amount payable on demand. For investment contracts with known
or determined maturities, fair value is estimated using discounted
cash flow analyses. Interest rates used are similar to currently
offered contracts with maturities consistent with those remaining
for the contracts being valued.
POLICY RESERVES ON LIFE INSURANCE CONTRACTS: Included are
disclosures for individual life insurance, universal life
insurance and supplementary contracts with life contingencies for
which the estimated fair value is the amount payable on demand.
Also included are disclosures for the Company's limited payment
policies, which the Company has used discounted cash flow analyses
similar to those used for investment contracts with known
maturities to estimate fair value.
POLICYHOLDERS' DIVIDEND ACCUMULATIONS AND OTHER POLICYHOLDER
FUNDS: The carrying amount reported in the consolidated balance
sheets for these instruments approximates their fair value.
COMMITMENTS TO EXTEND CREDIT: Commitments to extend credit have
nominal fair value because of the short-term nature of such
commitments. See note 9.
Carrying amount and estimated fair value of financial instruments
subject to SFAS 107 and policy reserves on life insurance contracts
were as follows as of December 31, 1996 and 1995:
<TABLE>
<CAPTION>
1996 1995
------------------------------ -------------------------------
Carrying Estimated Carrying Estimated
amount fair value amount fair value
------------------------------ --------------- ---------------
<S> <C> <C> <C> <C>
Assets
------
Investments:
Securities available-for-sale:
Fixed maturity securities $12,304,639 12,304,639 12,485,564 12,485,564
Equity securities 59,131 59,131 29,953 29,953
Mortgage loans on real estate, net 5,272,119 5,397,865 4,602,764 4,961,655
Policy loans 371,816 371,816 336,356 336,356
Short-term investments 4,789 4,789 32,792 32,792
Cash 43,784 43,784 9,455 9,455
Assets held in Separate Accounts 26,926,702 26,926,702 18,591,108 18,591,108
Liabilities
-----------
Investment contracts 13,914,441 13,484,526 13,229,360 12,876,798
Policy reserves on life insurance contracts 2,971,337 2,775,991 2,836,323 2,733,486
Policyholders' dividend accumulations 361,401 361,401 348,027 348,027
Other policyholder funds 60,073 60,073 65,297 65,297
Liabilities related to Separate Accounts 26,926,702 26,164,213 18,591,108 18,052,362
</TABLE>
(9) Additional Financial Instruments Disclosures
--------------------------------------------
FINANCIAL INSTRUMENTS WITH OFF-BALANCE-SHEET RISK: The Company is a
party to financial instruments with off-balance-sheet risk in the
normal course of business through management of its investment
portfolio. These financial instruments include commitments to extend
credit in the form of loans. These instruments involve, to varying
degrees, elements of credit risk in excess of amounts recognized on the
consolidated balance sheets.
<PAGE> 18
NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
Notes to Consolidated Financial Statements, Continued
Commitments to fund fixed rate mortgage loans on real estate are
agreements to lend to a borrower, and are subject to conditions
established in the contract. Commitments generally have fixed
expiration dates or other termination clauses and may require payment
of a deposit. Commitments extended by the Company are based on
management's case-by-case credit evaluation of the borrower and the
borrower's loan collateral. The underlying mortgage property represents
the collateral if the commitment is funded. The Company's policy for
new mortgage loans on real estate is to lend no more than 75% of
collateral value. Should the commitment be funded, the Company's
exposure to credit loss in the event of nonperformance by the borrower
is represented by the contractual amounts of these commitments less the
net realizable value of the collateral. The contractual amounts also
represent the cash requirements for all unfunded commitments.
Commitments on mortgage loans on real estate of $327,456 extending into
1997 were outstanding as of December 31, 1996.
SIGNIFICANT CONCENTRATIONS OF CREDIT RISK: The Company grants mainly
commercial mortgage loans on real estate to customers throughout the
United States. The Company has a diversified portfolio with no more
than 21% (20% in 1995) in any geographic area and no more than 2% (2%
in 1995) with any one borrower as of December 31, 1996.
The Company had a significant reinsurance recoverable balance from one
reinsurer as of December 31, 1996 and 1995. See note 6.
The summary below depicts loans by remaining principal balance as of
December 31, 1996 and 1995:
<TABLE>
<CAPTION>
Apartment
Office Warehouse Retail & other Total
------------ ------------- ------------- ------------- --------------
<S> <C> <C> <C> <C> <C>
1996:
East North Central $139,518 119,069 549,064 215,038 1,022,689
East South Central 33,267 22,252 172,968 90,623 319,110
Mountain 17,972 43,027 113,292 73,390 247,681
Middle Atlantic 129,077 54,046 160,833 18,498 362,454
New England 33,348 43,581 161,960 - 238,889
Pacific 202,562 325,046 424,295 110,108 1,062,011
South Atlantic 103,889 134,492 482,934 385,185 1,106,500
West North Central 126,467 2,441 75,180 40,529 244,617
West South Central 104,877 120,314 197,090 304,256 726,537
------------- ------------- ------------- -------------- ------------
$890,977 864,268 2,337,616 1,237,627 5,330,488
============ ============= ============= =============
Less valuation allowances and unamortized discount 58,369
--------------
Total mortgage loans on real estate, net $5,272,119
==============
</TABLE>
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
1995:
East North Central $138,965 101,925 514,995 175,213 931,098
East South Central 21,329 13,053 180,858 82,383 297,623
Mountain - 17,219 138,220 45,274 200,713
Middle Atlantic 116,187 64,813 158,252 10,793 350,045
New England 9,559 39,525 148,449 1 197,534
Pacific 183,206 233,186 374,915 105,419 896,726
South Atlantic 106,246 73,541 446,800 278,265 904,852
West North Central 133,899 14,205 78,065 36,651 262,820
West South Central 69,140 92,594 190,299 267,268 619,301
------------ ------------ ------------- ------------- --------------
$778,531 650,061 2,230,853 1,001,267 4,660,712
============ ============= ============= =============
Less valuation allowances and unamortized discount 57,948
--------------
Total mortgage loans on real estate, net $4,602,764
==============
</TABLE>
<PAGE> 19
NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
Notes to Consolidated Financial Statements, Continued
(10) Pension Plan
------------
The Company is a participant, together with other affiliated companies,
in a pension plan covering all employees who have completed at least
one thousand hours of service within a twelve-month period and who have
met certain age requirements. Benefits are based upon the highest
average annual salary of a specified number of consecutive years of the
last ten years of service. The Company funds pension costs accrued for
direct employees plus an allocation of pension costs accrued for
employees of affiliates whose work efforts benefit the Company.
Effective January 1, 1995, the plan was amended to provide enhanced
benefits for participants who met certain eligibility requirements and
elected early retirement no later than March 15, 1995. The entire cost
of the enhanced benefit was borne by NMIC and certain of its property
and casualty insurance company affiliates.
Effective December 31, 1995, the Nationwide Insurance Companies and
Affiliates Retirement Plan was merged with the Farmland Mutual
Insurance Company Employees' Retirement Plan and the Wausau Insurance
Companies Pension Plan to form the Nationwide Insurance Enterprise
Retirement Plan. Immediately prior to the merger, the plans were
amended to provide consistent benefits for service after January 1,
1996. These amendments had no significant impact on the accumulated
benefit obligation or projected benefit obligation as of December 31,
1995.
Pension costs charged to operations by the Company during the years
ended December 31, 1996, 1995 and 1994 were $7,381, $10,478 and
$10,063, respectively.
The Company's net accrued pension expense as of December 31, 1996 and
1995 was $1,075 and $1,392, respectively.
The net periodic pension cost for the Nationwide Insurance Enterprise
Retirement Plan as a whole for the year ended December 31, 1996 and for
the Nationwide Insurance Companies and Affiliates Retirement Plan as a
whole for the years ended December 31, 1995 and 1994 follows:
<TABLE>
<CAPTION>
1996 1995 1994
--------------- --------------- ---------------
<S> <C> <C> <C>
Service cost (benefits earned during the period) $ 75,466 64,524 64,740
Interest cost on projected benefit obligation 105,511 95,283 73,951
Actual return on plan assets (210,583) (249,294) (21,495)
Net amortization and deferral 101,795 143,353 (62,150)
--------------- --------------- ---------------
$ 72,189 53,866 55,046
=============== =============== ===============
</TABLE>
Basis for measurements, net periodic pension cost:
<TABLE>
<CAPTION>
1996 1995 1994
--------------- --------------- ---------------
<S> <C> <C> <C>
Weighted average discount rate 6.00% 7.50% 5.75%
Rate of increase in future compensation levels 4.25% 6.25% 4.50%
Expected long-term rate of return on plan assets 6.75% 8.75% 7.00%
</TABLE>
<PAGE> 20
NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
Notes to Consolidated Financial Statements, Continued
Information regarding the funded status of the Nationwide Insurance
Enterprise Retirement Plan as a whole as of December 31, 1996 and 1995
follows:
<TABLE>
<CAPTION>
1996 1995
--------------- ---------------
<S> <C> <C>
Accumulated benefit obligation:
Vested $1,338,554 1,236,730
Nonvested 11,149 26,503
--------------- ---------------
$1,349,703 1,263,233
=============== ===============
Net accrued pension expense:
Projected benefit obligation for services rendered to
date $1,847,828 1,780,616
Plan assets at fair value 1,947,933 1,738,004
--------------- ---------------
Plan assets in excess of (less than) projected benefit
obligation 100,105 (42,612)
Unrecognized prior service cost 37,870 42,845
Unrecognized net gains (201,952) (63,130)
Unrecognized net asset at transition 37,158 41,305
--------------- ---------------
$ (26,819) (21,592)
=============== ===============
</TABLE>
Basis for measurements, funded status of plan:
<TABLE>
<CAPTION>
1996 1995
--------------- ---------------
<S> <C> <C>
Weighted average discount rate 6.50% 6.00%
Rate of increase in future compensation levels 4.75% 4.25%
</TABLE>
Assets of the Nationwide Insurance Enterprise Retirement Plan are
invested in group annuity contracts of NLIC and ELICW.
(11) Postretirement Benefits Other Than Pensions
-------------------------------------------
In addition to the defined benefit pension plan, the Company, together
with other affiliated companies, participates in life and health care
defined benefit plans for qualifying retirees. Postretirement life and
health care benefits are contributory and generally available to full
time employees who have attained age 55 and have accumulated 15 years
of service with the Company after reaching age 40. Postretirement
health care benefit contributions are adjusted annually and contain
cost-sharing features such as deductibles and coinsurance. In addition,
there are caps on the Company's portion of the per-participant cost of
the postretirement health care benefits. These caps can increase
annually, but not more than three percent. The Company's policy is to
fund the cost of health care benefits in amounts determined at the
discretion of management. Plan assets are invested primarily in group
annuity contracts of NLIC.
The Company elected to immediately recognize its estimated accumulated
postretirement benefit obligation; however, certain affiliated
companies elected to amortize their initial transition obligation over
periods ranging from 10 to 20 years.
The Company's accrued postretirement benefit expense as of December 31,
1996 and 1995 was $34,884 and $33,537, respectively, and the net
periodic postretirement benefit cost (NPPBC) for 1996, 1995 and 1994
was $3,286, $3,132 and $4,284, respectively.
<PAGE> 21
NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
Notes to Consolidated Financial Statements, Continued
The amount of NPPBC for the plan as a whole for the years ended
December 31, 1996, 1995 and 1994 was as follows:
<TABLE>
<CAPTION>
1996 1995 1994
----------- ----------- -----------
<S> <C> <C> <C>
Service cost (benefits attributed to employee service during the year) $ 6,541 6,235 8,586
Interest cost on accumulated postretirement benefit obligation 13,679 14,151 14,011
Actual return on plan assets (4,348) (2,657) (1,622)
Amortization of unrecognized transition obligation of affiliates 173 2,966 568
Net amortization and deferral 1,830 (1,619) 1,622
----------- ----------- -----------
$17,875 19,076 23,165
=========== =========== ===========
</TABLE>
Information regarding the funded status of the plan as a whole as of
December 31, 1996 and 1995 follows:
<TABLE>
<CAPTION>
1996 1995
--------------- ---------------
<S> <C> <C>
Accrued postretirement benefit expense:
Retirees $ 92,954 88,680
Fully eligible, active plan participants 23,749 28,793
Other active plan participants 83,986 90,375
--------------- ---------------
Accumulated postretirement benefit obligation (APBO) 200,689 207,848
Plan assets at fair value 63,044 54,325
--------------- ---------------
Plan assets less than accumulated postretirement benefit obligation (137,645) (153,523)
Unrecognized transition obligation of affiliates 1,654 1,827
Unrecognized net gains (23,225) (1,038)
--------------- ---------------
$(159,216) (152,734)
=============== ===============
</TABLE>
Actuarial assumptions used for the measurement of the APBO as of
December 31, 1996 and 1995 and the NPPBC for 1996, 1995 and 1994 were
as follows:
<TABLE>
<CAPTION>
1996 1996 1995 1995 1994
APBO NPPBC APBO NPPBC NPPBC
------------ ----------- ----------- ----------- ------------
<S> <C> <C> <C> <C> <C>
Discount rate 7.25% 6.65% 6.75% 8.00% 7.00%
Long-term rate of return on plan
assets, net of tax - 4.80% - 8.00% N/A
Assumed health care cost trend rate:
Initial rate 11.00% 11.00% 11.00% 10.00% 12.00%
Ultimate rate 6.00% 6.00% 6.00% 6.00% 6.00%
Uniform declining period 12 Years 12 Years 12 Years 12 Years 12 Years
</TABLE>
The health care cost trend rate assumption has an effect on the amounts
reported. For the plan as a whole, a one percentage point increase in
the assumed health care cost trend rate would increase the APBO as of
December 31, 1996 by $701 and the NPPBC for the year ended December 31,
1996 by $83.
(12) Shareholder's Equity, Regulatory Risk-Based Capital, Retained Earnings
and Dividend Restrictions
---------------------------------------------------------------------
Each insurance company's state of domicile imposes minimum risk-based
capital requirements that were developed by the NAIC. The formulas for
determining the amount of risk-based capital specify various weighting
factors that are applied to financial balances or various levels of
activity based on the perceived degree of risk. Regulatory compliance
is determined by a ratio of the company's regulatory total adjusted
capital, as defined by the NAIC, to its authorized control level
risk-based capital, as defined by the NAIC. Companies below specific
trigger points or ratios are classified within certain levels, each of
which requires specified corrective action. NLIC and each of its
insurance company subsidiaries exceed the minimum risk-based capital
requirements.
<PAGE> 22
NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
Notes to Consolidated Financial Statements, Continued
The statutory capital shares and surplus of NLIC as of December 31,
1996, 1995 and 1994 was $1,000,647, $1,363,031 and $1,262,861,
respectively. The statutory net income of NLIC for the years ended
December 31, 1996, 1995 and 1994 was $73,218, $86,529 and $76,532,
respectively.
NLIC is limited in the amount of shareholder dividends it may pay
without prior approval by the Department of Insurance of the State of
Ohio (the Department). NLIC's dividend of the outstanding shares of
common stock of certain companies which was declared on September 24,
1996 and the anticipated $850,000 dividend (as discussed in note 1) are
deemed extraordinary under Ohio insurance laws. As a result of such
dividends, any dividend paid by NLIC during the 12-month period
immediately following the $850,000 dividend would also be an
extraordinary dividend under Ohio insurance laws. Accordingly, no such
dividend could be paid without prior regulatory approval.
In addition, the payment of dividends by NLIC may also be subject to
restrictions set forth in the insurance laws of New York that limit the
amount of statutory profits on NLIC's participating policies (measured
before dividends to policyholders) that can inure to the benefit of the
Company and its stockholder.
The Company currently does not expect such regulatory requirements to
impair its ability to pay operating expenses and stockholder dividends
in the future.
(13) Transactions With Affiliates
----------------------------
The Company leases office space from NMIC and certain of its
subsidiaries. For the years ended December 31, 1996, 1995 and 1994, the
Company made lease payments to NMIC and its subsidiaries of $9,065,
$8,986 and $8,133, respectively.
Pursuant to a cost sharing agreement among NMIC and certain of its
direct and indirect subsidiaries, including the Company, NMIC provides
certain operational and administrative services, such as sales support,
advertising, personnel and general management services, to those
subsidiaries. Expenses covered by this agreement are subject to
allocation among NMIC, the Company and other affiliates. Amounts
allocated to the Company were $101,584, $107,112, and $100,601 in 1996,
1995 and 1994, respectively. The allocations are based on techniques
and procedures in accordance with insurance regulatory guidelines.
Measures used to allocate expenses among companies include individual
employee estimates of time spent, special cost studies, salary expense,
commissions expense and other methods agreed to by the participating
companies that are within industry guidelines and practices. The
Company believes these allocation methods are reasonable. In addition,
the Company does not believe that expenses recognized under the
intercompany agreements are materially different than expenses that
would have been recognized had the Company operated on a stand alone
basis. Amounts payable to NMIC from the Company under the cost sharing
agreement were $15,111 and $1,186 as of December 31, 1996 and 1995,
respectively.
The Company also participates in intercompany repurchase agreements
with affiliates whereby the seller will transfer securities to the
buyer at a stated value. Upon demand or a stated period, the securities
will be repurchased by the seller at the original sales price plus a
price differential. Transactions under the agreements during 1996 and
1995 were not material. The Company believes that the terms of the
repurchase agreements are materially consistent with what the Company
could have obtained with unaffiliated parties.
<PAGE> 23
NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
Notes to Consolidated Financial Statements, Continued
Intercompany reinsurance contracts exist between NLIC and, respectively
NMIC and ELICW whereby all of NLIC's accident and health and group life
insurance business is ceded on a modified coinsurance basis. NLIC
entered into the reinsurance agreements during 1996 because the
accident and health and group life insurance business was unrelated to
NLIC's long-term savings and retirement products. Accordingly, the
accident and health and group life insurance business has been
accounted for as discontinued operations for all periods presented.
Under modified coinsurance agreements, invested assets are retained by
the ceding company and investment earnings are paid to the reinsurer.
Under the terms of NLIC's agreements, the investment risk associated
with changes in interest rates is borne by NMIC or ELICW, as the case
may be. Risk of asset default is retained by NLIC, although a fee is
paid by NMIC or ELICW, as the case may be, to NLIC for the NLIC's
retention of such risk. The agreements will remain in force until all
policy obligations are settled. However, with respect to the agreement
between NLIC and NMIC, either party may terminate the contract on
January 1 of any year with prior notice. The ceding of risk does not
discharge the original insurer from its primary obligation to the
policyholder. NLIC believes that the terms of the modified coinsurance
agreements are consistent in all material respects with what NLIC could
have obtained with unaffiliated parties.
Amounts ceded to ELICW in 1996 are included in ELICW's results of
operations for 1996 which, combined with the results of WCLIC and NCC,
are summarized in note 2. Amounts ceded to ELICW in 1996 include
premiums of $224,224, net investment income and other revenue of
$14,833, and benefits, claims and other expenses of $246,641. Amounts
ceded to NMIC in 1996 include premiums of $97,331, net investment
income of $10,890, and benefits, claims and other expenses of $100,476.
The Company and various affiliates entered into agreements with
Nationwide Cash Management Company (NCMC) and California Cash
Management Company (CCMC), both affiliates, under which NCMC and CCMC
act as common agents in handling the purchase and sale of short-term
securities for the respective accounts of the participants. Amounts on
deposit with NCMC and CCMC were $4,789 and $9,654 as of December 31,
1996 and 1995, respectively, and are included in short-term investments
on the accompanying consolidated balance sheets.
On April, 5 1996, Nationwide Corp. contributed all of the outstanding
shares, with shareholder equity value of $30, of NISC to NLIC. NLIC
contributed an additional $500 to NISC on August 30, 1996.
On March 1, 1995, Nationwide Corp. contributed all of the outstanding
shares of common stock of Farmland Life Insurance Company (Farmland) to
NLIC. Farmland merged into WCLIC effective June 30, 1995. The
contribution resulted in a direct increase to consolidated
shareholder's equity of $46,918. As discussed in note 2, WCLIC is
accounted for as discontinued operations.
Effective December 31, 1994, NLIC purchased all of the outstanding
shares of common stock of ELICW from Wausau Service Corporation (WSC)
for $155,000. NLIC transferred fixed maturity securities and cash with
a fair value of $155,000 to WSC on December 28, 1994, which resulted in
a realized loss of $19,239 on the disposition of the securities. The
purchase price approximated both the historical cost basis and fair
value of net assets of ELICW. ELICW has and will continue to share home
office, other facilities, equipment and common management and
administrative services with WSC. As discussed in note 2, ELICW is
accounted for as discontinued operations.
Certain annuity products are sold through three affiliated companies
which are also subsidiaries of Nationwide Corp. Total commissions and
fees paid to these affiliates for the years ended December 31, 1996,
1995 and 1994 were $76,922, $57,280 and $50,168, respectively.
(14) Bank Lines of Credit
--------------------
In August 1996, NLIC, along with NMIC, established a $600,000 revolving
credit facility which provides for a $600,000 loan over a five year
term on a fully revolving basis with a group of national financial
institutions. The credit facility provides for several and not joint
liability with respect to any amount drawn by either NLIC or NMIC. NLIC
and NMIC pay facility and usage fees to the financial institutions to
maintain the revolving credit facility. All previously existing line of
credit agreements were canceled.
<PAGE> 24
NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
Notes to Consolidated Financial Statements, Continued
(15) Contingencies
-------------
The Company is a defendant in various lawsuits. In the opinion of
management, the effects, if any, of such lawsuits are not expected to
be material to the Company's financial position or results of
operations.
(16) Segment Information
-------------------
The Company has three primary segments: Variable Annuities, Fixed
Annuities and Life Insurance. The Variable Annuities segment consists
of annuity contracts that provide the customer with the opportunity to
invest in mutual funds managed by the Company and independent
investment managers, with the investment returns accumulating on a
tax-deferred basis. The Fixed Annuities segment consists of annuity
contracts that generate a return for the customer at a specified
interest rate, fixed for a prescribed period, with returns accumulating
on a tax-deferred basis. The Life Insurance segment consists of
insurance products that provide a death benefit and may also allow the
customer to build cash value on a tax-deferred basis. In addition, the
Company reports corporate expenses and investments, and the related
investment income supporting capital not specifically allocated to its
product segments in a Corporate and Other segment. In addition, all
realized gains and losses, investment management fees and other revenue
earned from mutual funds, other than the portion allocated to the
variable annuities and life insurance segments, are reported in the
Corporate and Other segment.
During 1996, the Company changed its reporting segments to better
reflect the way the businesses are managed. Prior periods have been
restated to reflect these changes.
The following table summarizes the revenues and income from continuing
operations before federal income tax expense for the years ended
December 31, 1996, 1995 and 1994 and assets as of December 31, 1996,
1995 and 1994, by business segment.
<TABLE>
<CAPTION>
1996 1995 1994
----------------- --------------- ---------------
<S> <C> <C> <C>
Revenues:
Variable Annuities $ 284,638 189,071 132,687
Fixed Annuities 1,092,566 1,051,970 939,868
Life Insurance 435,657 409,135 383,150
Corporate and Other 179,977 148,475 143,794
----------------- --------------- ---------------
$ 1,992,838 1,798,651 1,599,499
================= =============== ===============
Income from continuing operations before federal income tax
expense:
Variable Annuities 90,244 50,837 24,574
Fixed Annuities 135,405 137,000 138,950
Life Insurance 67,242 67,590 53,046
Corporate and Other 22,606 32,145 25,288
----------------- --------------- ---------------
$ 315,497 287,572 241,858
================= =============== ===============
Assets:
Variable Annuities 25,069,725 17,333,039 11,146,465
Fixed Annuities 13,994,715 13,250,359 11,668,973
Life Insurance 3,353,286 3,027,420 2,752,283
Corporate and Other 5,348,520 4,896,815 3,678,303
----------------- --------------- ---------------
$47,766,246 38,507,633 29,246,024
================= =============== ===============
</TABLE>
<PAGE> 61
PART II - OTHER INFORMATION
CONTENTS OF REGISTRATION STATEMENT
This Post-Effective Amendment No. 3 to Form S-6 Registration Statement comprises
the following papers and documents:
The facing sheet.
Cross-reference to items required by Form N-8B-2.
The prospectus consisting of 102 pages.
Representations and Undertakings.
The Signatures.
Accountants' Consent
The following exhibits required by Forms N-8B-2 and S-6:
1. Power of Attorney dated April 2, 1997 Attached hereto.
2. Resolution of the Depositor's Board Included with the Registration
of Directors authorizing the Statement on Form N-8B-2 for the
establishment of the Registrant, Nationwide VLI Separate Account-2
adopted (File No. 811-5311), and hereby
incorporated herein by reference.
3. Distribution Contracts Included with the Registration
Statement on Form N-8B-2 for the
Nationwide VLI Separate Account-2
(File No. 811-5311), and hereby
incorporated herein by reference.
4. Form of Security Filed previously with initial
registration (File No. 33-63179) and
is hereby incorporated by reference.
5. Articles of Incorporation of Depositor Included with the Registration
Statement on Form N-8B-2 for the
Nationwide VLI Separate Account-2
(File No. 811-5311), and hereby
incorporated herein by reference.
6. Application form of Security Filed previously with initial
registration (File No. 33-63179) and
is hereby incorporated by reference.
7. Opinion of Counsel Filed previously with initial
registration (File No. 33-63179) and
is hereby incorporated by reference.
<PAGE> 62
Representations and Undertakings
The Registrant and the Company hereby make the following representations and
undertakings:
(a) This filing is made pursuant to Rules 6c-3 and 6e-3(T) under the Investment
Company Act of 1940 (the "Act"). The Registrant and the Company elect to be
governed by Rule 6e-3(T)(b)(13)(i)(A) under the Act with respect to the
Policies described in the prospectus. The Policies have been designed in
such a way as to qualify for the exemptive relief from various provisions
of the Act afforded by Rule 6e-3(T).
(b) Paragraph (b) (13) (iii) (F) of Rule 6e-3(T) is being relied on for the
deduction of the mortality and expense risk charges ("risk charges")
assumed by the Company under the Policies. The Company represents that the
risk charges are within the range of industry practice for comparable
policies and reasonable in relation to all of the risks assumed by the
issuer under the Policies. Actuarial memoranda demonstrating the
reasonableness of these charges are maintained by the Company, and will be
made available to the Securities and Exchange Commission (the "Commission")
on request.
(c) The Company has concluded that there is a reasonable likelihood that the
distribution financing arrangement of the separate account will benefit the
separate account and the contractholders and will keep and make available
to the Commission on request a memorandum setting forth the basis for this
representation.
(d) The Company represents that the separate account will invest only in
management investment companies which have undertaken to have a board of
directors, a majority of whom are not interested persons of the company,
formulate and approve any plan under Rule 12b-1 to finance distribution
expenses.
(e) Subject to the terms and conditions of Section 15(d) of the Securities
Exchange Act of 1934, the Registrant hereby undertakes to file with the
Commission such supplementary and periodic information, documents, and
reports as may be prescribed by any rule or regulation of the Commission
heretofore or hereafter duly adopted pursuant to authority conferred in
that section.
(f) The fees and charges deducted under the Policy in the aggregate are
reasonable in relation to the services rendered, the expenses expected to
be incurred, and the risks assumed by the Company.
<PAGE> 63
ACCOUNTANTS' CONSENT
The Board of Directors of Nationwide Life Insurance Company and
Contract Owners of Nationwide VLI Separate Account - 2:
We consent to the use of our reports included herein and to the reference to our
firm under the heading "Experts" in the prospectus.
KPMG Peat Marwick LLP
Columbus, Ohio
April 22, 1997
<PAGE> 64
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant, NATIONWIDE VLI SEPARATE ACCOUNT-2, certifies that it meets the
requirements of Securities Act Rule 485(b) for effectiveness of this
Post-Effective Amendment No. 3 and has duly caused this Post-Effective Amendment
No. 3 to be signed on its behalf by the undersigned thereunto duly authorized,
and its seal to be hereunto affixed and attested, all in the City of Columbus,
and State of Ohio, on this 22nd day of April, 1997.
NATIONWIDE VLI SEPARATE ACCOUNT-2
---------------------------------
(Registrant)
(Seal) NATIONWIDE LIFE INSURANCE COMPANY
---------------------------------
Attest: (Sponsor)
W. SIDNEY DRUEN By: JOSEPH P. RATH
- ----------------------------- ------------------------------
W. Sidney Druen Joseph P. Rath
Assistant Secretary Vice President
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective
Amendment No. 3 has been signed below by the following persons in the capacities
indicated on the 22nd day of April, 1997.
Signature Title
LEWIS J. ALPHIN Director
- -----------------------------
Lewis J. Alphin
KEITH W. ECKEL Director
- -----------------------------
Keith W. Eckel
WILLARD J. ENGEL Director
- -----------------------------
Willard J. Engel
FRED C. FINNEY Director
- -----------------------------
Fred C. Finney
CHARLES L. FUELLGRAF, JR. Director
- -----------------------------
Charles L. Fuellgraf, Jr.
JOSEPH J. GASPER President/Chief Operating Officer and Director
- -----------------------------
Joseph J. Gasper
HENRY S. HOLLOWAY Chairman of the Board and Director
- -----------------------------
Henry S. Holloway
DIMON RICHARD MCFERSON Chairman and Chief Executive Officer -- Nationwide
- ----------------------------- Insurance Enterprise and Director
Dimon Richard McFerson
DAVID O. MILLER Director
- -----------------------------
David O. Miller
C. RAY NOECKER Director
- -----------------------------
C. Ray Noecker
ROBERT A. OAKLEY Executive Vice President- Chief Financial Officer
- -----------------------------
Robert A. Oakley
JAMES F. PATTERSON Director By /s/ JOSEPH P. RATH
- ----------------------------- ---------------------
James F. Patterson Joseph P. Rath
Attorney-in-Fact
ARDEN L. SHISLER Director
- -----------------------------
Arden L. Shisler
ROBERT L. STEWART Director
- -----------------------------
Robert L. Stewart
NANCY C. THOMAS Director
- -----------------------------
Nancy C. Thomas
HAROLD W. WEIHL Director
- -----------------------------
Harold W. Weihl
<PAGE> 1
POWER OF ATTORNEY
KNOWN ALL MEN BY THESE PRESENTS, that each of the undersigned as
directors and/or officers of NATIONWIDE LIFE INSURANCE COMPANY, and NATIONWIDE
LIFE AND ANNUITY INSURANCE COMPANY, both Ohio corporations, which have filed or
will file with the U.S. Securities and Exchange Commission under the provisions
of the Securities Act of 1933, as amended, various Registration Statements and
amendments thereto for the registration under said Act of Individual Deferred
Variable Annuity Contracts in connection with MFS Variable Account, Nationwide
Variable Account, Nationwide Variable Account-II, Nationwide Variable Account-3,
Nationwide Variable Account-4, Nationwide Variable Account-5, Nationwide
Variable Account-6, Nationwide Fidelity Advisor Variable Account, Nationwide
Multi-Flex Variable Account, Nationwide Variable Account-8, Nationwide VA
Separate Account-A, Nationwide VA Separate Account-B, Nationwide VA Separate
Account-C and Nationwide VA Separate Account-Q; and the registration of fixed
interest rate options subject to a market value adjustment offered under some or
all of the aforementioned individual Variable Annuity Contracts in connection
with Nationwide Multiple Maturity Separate Account and Nationwide Multiple
Maturity Separate Account-A, and the registration of Group Flexible Fund
Retirement Contracts in connection with Nationwide DC Variable Account,
Nationwide DCVA-II, and NACo Variable Account; and the registration of Group
Common Stock Variable Annuity Contracts in connection with Separate Account No.
1; and the registration of variable life insurance policies in connection with
Nationwide VLI Separate Account, Nationwide VLI Separate Account-2, Nationwide
VLI Separate Account-3, Nationwide VL Separate Account-A and Nationwide VL
Separate Account-B, hereby constitutes and appoints Dimon Richard McFerson,
Joseph J. Gasper, W. Sidney Druen, and Joseph P. Rath, and each of them with
power to act without the others, his/her attorney, with full power of
substitution and resubstitution, for and in his/her name, place and stead, in
any and all capacities, to approve, and sign such Registration Statements and
any and all amendments thereto, with power to affix the corporate seal of said
corporation thereto and to attest said seal and to file the same, with all
exhibits thereto and other documents in connection therewith, with the U.S.
Securities and Exchange Commission, hereby granting unto said attorneys, and
each of them, full power and authority to do and perform all and every act and
thing requisite to all intents and purposes as he/she might or could do in
person, hereby ratifying and confirming that which said attorneys, or any of
them, may lawfully do or cause to be done by virtue hereof. This instrument may
be executed in one or more counterparts.
IN WITNESS WHEREOF, the undersigned have herewith set their names and
seals as of this 2nd day of April, 1997.
<TABLE>
<CAPTION>
<S> <C>
/s/ Lewis J. Alphin /s/ David O. Miller
- ------------------------------------------------- --------------------------------------------------
Lewis J. Alphin, Director David O. Miller, Director
/s/ Keith W. Eckel /s/ C. Ray Noecker
- ------------------------------------------------- -------------------------------------------------
Keith W. Eckel, Director C. Ray Noecker, Director
/s/ Willard J. Engel /s/ Robert A. Oakley
- ------------------------------------------------- --------------------------------------------------
Willard J. Engel, Director Robert A. Oakley, Executive Vice President and Chief
Financial Officer
/s/ Fred C. Finney /s/ James F. Patterson
- ------------------------------------------------- --------------------------------------------------
Fred C. Finney, Director James F. Patterson, Director
/s/ Charles L. Fuellgraf /s/ Arden L. Shisler
- ------------------------------------------------- --------------------------------------------------
Charles L. Fuellgraf, Jr., Director Arden L. Shisler, Director
/s/ Joseph J. Gasper /s/ Robert L. Stewart
- ------------------------------------------------- --------------------------------------------------
Joseph J. Gasper, President and Chief Operating Officer Robert L. Stewart, Director
and Director
/s/ Henry S. Holloway /s/ Nancy C. Thomas
- ------------------------------------------------- --------------------------------------------------
Henry S. Holloway, Chairman of the Board, Director Nancy C. Thomas, Director
/s/ Dimon Richard McFerson /s/ Harold W. Weihl
- ------------------------------------------------- --------------------------------------------------
Dimon Richard McFerson, Chairman and Chief Executive Harold W. Weihl, Director
Officer-Nationwide Insurance Enterprise and Director
</TABLE>
