<PAGE> 1
Registration No. 33-63179
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 7
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 43215
(EXACT NAME AND ADDRESS OF DEPOSITOR AND REGISTRANT)
DENNIS W. CLICK
SECRETARY
ONE NATIONWIDE PLAZA
COLUMBUS, OHIO 43215
(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 September 27, 1999 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
If appropriate check the following box:
[ ] This post-effective amendment designates a new effective date for a
previously filed post-effective amendment
Title of Securities being registered: Last Survivor Flexible Premium Variable
Universal Life Insurance Policies
Approximate date of proposed public offering: Continuously on and after
September 27, 1999
[ ] Check box if it is proposed that this filing will become effective on (date)
at (time) pursuant to Rule 487.
================================================================================
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<PAGE> 2
CROSS REFERENCE TO ITEMS REQUIRED
BY FORM N-8B-2
<TABLE>
<CAPTION>
N-8B-2 ITEM CAPTION IN PROSPECTUS
<S> <C>
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
40...............................................................................Not Applicable
41a).............................................................................Distribution of The Policies
42...............................................................................Not Applicable
</TABLE>
2 of 127
<PAGE> 3
<TABLE>
<CAPTION>
N-8B-2 ITEM CAPTION IN PROSPECTUS
<S> <C>
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
</TABLE>
3 of 127
<PAGE> 4
SUPPLEMENT DATED SEPTEMBER 27, 1999 TO
PROSPECTUS DATED MAY 1, 1999 FOR
LAST SURVIVOR FLEXIBLE PREMIUM VARIABLE UNIVERSAL LIFE INSURANCE POLICIES
ISSUED BY
NATIONWIDE LIFE INSURANCE COMPANY
THROUGH ITS
NATIONWIDE VLI SEPARATE ACCOUNT - 2
THIS SUPPLEMENT UPDATES CERTAIN INFORMATION CONTAINED IN YOUR PROSPECTUS. PLEASE
READ IT AND KEEP IT WITH YOUR PROSPECTUS FOR FUTURE REFERENCE.
1. EFFECTIVE JULY 6, 1999, ALL REFERENCES TO WARBURG PINCUS ASSET MANAGEMENT,
INC. IN YOUR PROSPECTUS CHANGED TO:
Credit Suisse Asset Management, LLC
2. THE FOLLOWING UNDERLYING MUTUAL FUNDS ARE NO LONGER AVAILABLE AS INVESTMENT
OPTIONS FOR POLICIES ISSUED ON OR AFTER SEPTEMBER 27, 1999:
American Century Variable Portfolios, Inc. -
American Century VP Capital Appreciation
Strong Variable Insurance Funds, Inc. - Strong Discovery Fund II, Inc.
Strong Variable Insurance Funds, Inc. - International Stock Fund II
Warburg Pincus Trust - International Equity Portfolio
Warburg Pincus Trust - Post-Venture Capital Portfolio
CURRENT POLICIES ARE NOT AFFECTED BY THIS CHANGE.
3. EFFECTIVE SEPTEMBER 1, 1999 "APPENDIX A: OBJECTIVES FOR UNDERLYING MUTUAL
FUNDS" LOCATED ON PAGES 45 THROUGH 52 OF YOUR PROSPECTUS IS AMENDED AS
FOLLOWS:
NATIONWIDE SEPARATE ACCOUNT TRUST
Nationwide Separate Account Trust ("NSAT") is a diversified open-end
management investment company created under the laws of Massachusetts. NSAT
offers shares in the mutual funds listed below, each with its own
investment objectives. Shares of NSAT will be sold primarily to separate
accounts to fund the benefits under variable life insurance policies and
variable annuity contracts issued by life insurance companies. Effective
September 1, 1999, the investment advisory services previously performed by
Nationwide Advisory Services ("NAS") were transferred to Villanova Mutual
Fund Capital Trust ("VMF"), an affiliate of NAS and an indirect subsidiary
of Nationwide Financial Services, Inc. The portfolio managers and
subadvisers for each of the Funds continue to manage the Funds after the
transfer to VMF.
<PAGE> 5
NATIONWIDE LIFE INSURANCE COMPANY
Last Survivor Flexible Premium Variable Universal Life Insurance Policies
Issued by Nationwide Life Insurance Company
through its Nationwide VLI Separate Account-2
The date of this prospectus is May 1, 1999
- --------------------------------------------------------------------------------
This prospectus contains basic information you should know about the policies
before investing.
Please read it and keep it for future reference
THE FOLLOWING UNDERLYING MUTUAL FUNDS ARE AVAILABLE UNDER THE POLICIES:
AMERICAN CENTURY VARIABLE PORTFOLIOS, INC.
A MEMBER OF THE AMERICAN CENTURY(SM) FAMILY OF INVESTMENTS
o American Century VP Balanced
o American Century VP Capital Appreciation
o American Century VP Income & Growth
o American Century VP International
DREYFUS
o Dreyfus Stock Index Fund, Inc
o The Dreyfus Socially Responsible Growth Fund, Inc.
DREYFUS VARIABLE INVESTMENT FUND
o Capital Appreciation Portfolio
o Growth & Income Portfolio*
FIDELITY VARIABLE INSURANCE PRODUCTS FUND
o VIP Equity-Income Portfolio
o VIP Growth Portfolio
o VIP High Income Portfolio*
o VIP Overseas Portfolio
FIDELITY VARIABLE INSURANCE PRODUCTS FUND II
o VIP II Asset Manager Portfolio
o VIP II Contrafund Portfolio
FIDELITY VARIABLE INSURANCE PRODUCTS FUND III
o VIP III Growth Opportunities Portfolio
MORGAN STANLEY DEAN WITTER UNIVERSAL FUNDS, INC.
o Emerging Markets Debt Portfolio
NATIONWIDE SEPARATE ACCOUNT TRUST
o Capital Appreciation Fund
o Government Bond Fund
o Money Market Fund
o Total Return Fund
o Nationwide Small Cap Value Fund (sub-adviser: The Dreyfus Corporation)
o Nationwide Small Company Fund (sub-advisers: The Dreyfus Corporation,
Neuberger Berman, LLC, Lazard Asset Management, Strong Capital Management,
Inc. and Warburg Pincus Asset Management, Inc.)
NEUBERGER BERMAN ADVISERS MANAGEMENT TRUST
o AMT Limited Maturity Bond Portfolio
o AMT Growth Portfolio
o AMT Guardian Portfolio
o AMT Partners Portfolio
OPPENHEIMER VARIABLE ACCOUNTS FUNDS
o Oppenheimer Bond Fund/VA
o Oppenheimer Global Securities Fund/VA
o Oppenheimer Capital Appreciation Fund/VA (formerly Oppenheimer Growth Fund)
o Oppenheimer Multiple Strategies Fund/VA
STRONG OPPORTUNITY FUND II, INC. (FORMERLY STRONG SPECIAL FUND II, INC.)
STRONG VARIABLE INSURANCE FUNDS, INC.
o Strong Discovery Fund II, Inc.
o International Stock Fund II
VAN ECK WORLDWIDE INSURANCE TRUST
o Worldwide Bond Fund
o Worldwide Emerging Markets Fund
o Worldwide Hard Assets Fund
VAN KAMPEN LIFE INVESTMENT TRUST
o Morgan Stanley Real Estate Securities Portfolio
WARBURG PINCUS TRUST
o International Equity Portfolio
o Post-Venture Capital Portfolio
o Small Company Growth Portfolio
*These underlying mutual funds invest in lower quality debt securities commonly
referred to as junk bonds.
1
<PAGE> 6
To obtain copies of any underlying mutual fund prospectus, please call:
1-800-547-7548
TDD 1-800-238-3035
or write:
NATIONWIDE LIFE INSURANCE COMPANY
P.O. BOX 182150
COLUMBUS, OHIO 43218-2150
Material incorporated by reference to this prospectus can be found on the SEC
website at:
WWW.SEC.GOV
Information about this and other Best of America Products can be found on the
world-wide web at:
WWW.BESTOFAMERICA.COM
THIS POLICY IS NOT:
o A BANK DEPOSIT;
o ENDORSED BY A BANK OR GOVERNMENT AGENCY;
o FEDERALLY INSURED; OR
o AVAILABLE IN EVERY STATE.
The life insurance policies offered by this prospectus last survivor are
flexible premium variable universal life insurance policies. They provide life
insurance coverage on two insureds named in the policy.
The death benefit is paid on the death of the last surviving insured. A cash
surrender value may be offered if the policy is terminated during the lifetime
of the insured.
No claim is made that the policy is in any way similar or comparable to a
systematic investment plan of a mutual fund.
The death benefit and cash value of this policy may vary to reflect the
experience of the Nationwide VLI Separate Account -2 or the fixed account,
depending on how premium payments are invested.
Investors assume certain risks when investing in the policies, including the
risk of losing of money.
Nationwide guarantees the death benefit for as long as the policy is in force.
Nationwide guarantees to keep the policy in force so long as requirements
described in this prospectus are met.
The cash surrender value is not guaranteed. The policy will lapse if the cash
surrender value is insufficient to cover policy charges.
Benefits described in this prospectus may not be available in every jurisdiction
- - refer to your policy for specific benefit information.
THIS PROSPECTUS IS NOT AN OFFERING IN ANY JURISDICTION WHERE 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.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SEC NOR HAS THE
SEC PASSED UPON THE ACCURACY OR ADEQUACY OF THE PROSPECTUS. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.
2
<PAGE> 7
GLOSSARY OF SPECIAL TERMS
ACCUMULATION UNIT- An accounting unit of measure used to calculate the cash
value of the variable account.
ATTAINED AGE- The insured's age on the policy date, plus the number of full
years since the policy date.
AVERAGE ISSUE AGE- Arithmetic average of the ages of the two insureds at policy
issuance.
FIXED ACCOUNT- An investment option which is funded by the general account of
Nationwide.
GENERAL ACCOUNT- All assets of Nationwide other than those of the variable
account or in other separate accounts that have been or may be established by
Nationwide.
IRS GUIDELINE LEVEL PREMIUM- The 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%.
LIFETIME 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.
LIFETIME DEATH BENEFIT GUARANTEE PREMIUM- The IRS Guideline Level Premium as set
forth in the "Grace Period" section of this prospectus.
MATURITY DATE- The policy anniversary on or next following the insured's 95th
birthday.
MINIMUM MONTHLY PREMIUM- The amount of premium that must be paid during the
first three years of the Limited Death Benefit Guaranteed Period to keep the
policy in force.
NATIONWIDE- Nationwide Life Insurance Company.
NET AMOUNT AT RISK- The difference between the death benefit and the cash value,
each calculated at the beginning of the month.
NET PREMIUMS- The actual premiums minus the percent of premium charges. The
percent of premium charges are shown on the policy data page.
SEC GUIDELINE LEVEL PREMIUM- The level annual premiums required to mature the
policy under reasonable mortality and expense charges with an annual effective
interest rate of 5%. It is calculated pursuant to Rule 6e-3(T) of the Investment
Company Act of 1940.
SPECIFIED AMOUNT- The dollar amount used to determine the death benefit under a
policy.
SUB-ACCOUNTS- Divisions of the variable account to which underlying mutual fund
shares are allocated and for which accumulation units are separately maintained.
VALUATION PERIOD- Each day the New York Stock Exchange is open for business.
VARIABLE ACCOUNT- Nationwide VLI Separate Account -2, a separate account of
Nationwide Life Insurance Company that contains variable account allocations.
The variable account is divided into sub-accounts, each of which invests in
shares of a separate underlying mutual fund.
3
<PAGE> 8
TABLE OF CONTENTS
GLOSSARY OF SPECIAL TERMS.........................3
SUMMARY OF POLICY EXPENSES........................6
UNDERLYING MUTUAL FUND ANNUAL
EXPENSES..........................................7
SYNOPSIS OF THE POLICIES..........................9
NATIONWIDE LIFE INSURANCE COMPANY.................9
NATIONWIDE ADVISORY SERVICES, INC................10
INVESTING IN THE POLICY..........................10
The Variable Account and Underlying
Mutual Funds
Changes of Investment Policy
Voting Rights
Material Conflicts
The Fixed Account
INFORMATION ABOUT THE POLICIES...................12
Minimum Requirements for Policy Issuance
Premium Payments
Pricing
POLICY CHARGES...................................13
Sales Load
Premium Expense Charge
Surrender Charges
Reductions to Surrender Charges
Monthly Cost of Insurance
Monthly Administrative Expense Charge
Mortality and Expense Risk Charge
Income Tax
Reduction of Charges
SURRENDERING THE POLICY FOR CASH.................16
Surrender (Redemption)
Cash Surrender Value
Partial Surrenders
Preferred Partial Surrenders
Reduction of the Specified Amount
Income Tax Withholding
VARIATION IN CASH VALUE..........................17
Error in Age or Sex
POLICY PROVISIONS................................18
Policy Owner
Beneficiary
Changes in Existing Insurance Coverage
OPERATION OF THE POLICY..........................19
Allocation of Net Premium and Cash Value
How the Investment Experience is Determined
Net Investment Factor
Determining the Cash Value
Transfers
RIGHT TO REVOKE..................................21
POLICY LOANS.....................................21
Taking a Policy Loan
Effect on Investment Performance
Interest
Effect on Death Benefit and Cash Value
Repayment
ASSIGNMENT.......................................22
POLICY OWNER SERVICES............................22
Dollar Cost Averaging
DEATH BENEFIT INFORMATION........................23
Calculations of the Death Benefit
Changes in the Death Benefit
Proceeds Payable on Death
Incontestability
Suicide
Maturity Proceeds
RIGHT OF CONVERSION..............................25
GRACE PERIOD.....................................25
Without Death Benefit Guarantees
Lifetime Death Benefit Guarantee
Limited Death Benefit Guarantee
Reinstatement
TAX MATTERS......................................27
Policy Proceeds
Withholding
Federal Estate and Generation-Skipping
Transfers Taxes
Non-Resident Aliens
Taxation of Nationwide
Tax Changes
LEGAL CONSIDERATIONS.............................31
YEAR 2000 COMPLIANCE ISSUES......................31
STATE REGULATION.................................32
REPORTS TO POLICY OWNERS.........................33
ADVERTISING......................................33
LEGAL PROCEEDINGS................................33
4
<PAGE> 9
EXPERTS..........................................34
REGISTRATION STATEMENTS..........................34
LEGAL OPINIONS...................................34
DISTRIBUTION OF THE POLICIES.....................34
ADDITIONAL INFORMATION ABOUT
NATIONWIDE..................................37
APPENDIX A: OBJECTIVES FOR UNDERLYING
MUTUAL FUNDS................................45
APPENDIX B: ILLUSTRATIONS OF CASH VALUES,
CASH SURRENDER VALUES, AND DEATH
BENEFITS....................................53
APPENDIX C: PERFORMANCE SUMMARY INFORMATION......59
5
<PAGE> 10
SUMMARY OF POLICY EXPENSES
Nationwide deducts certain charges from the policy. Charges are made for
administrative and sales expenses, tax expenses, providing life insurance
protection and assuming the mortality and expense risks.
Nationwide deducts a sales load and a premium expense charge from premium
payments.
The sales load is guaranteed not to exceed 5.0% during the first ten policy
years (1.5% thereafter), of each premium payment. For policies issued in New
York, the sales load is guaranteed not to exceed 9.5% for policy years 1-10 and
6% thereafter. The total sales load deduction will include any portion of
increase charges attributable to distribution expenses for increases in the
specified amount.
Currently, the sales load is reduced to 1.5% on any portion of the annual
premium paid in excess of the annual break point premium (see "Sales Load").
The premium expense charge is 3.5% from all premium payments. It consists of a
premium tax deduction of 2.25% and a federal tax deduction of 1.25% (see
"Premium Expense Charge").
Nationwide deducts the following charges:
o monthly cost of insurance charge
o monthly cost of any additional benefits provided by riders to the policy
o monthly administrative expense charge(1)
o mortality and expense risk charge(2)
o surrender charges(3).
(1)Currently, the monthly administrative expense charge is the sum of the "per
policy" charge and the "per $1,000 basic coverage" charge as follows:
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
For policies issued in New York, the "per policy" charge is guaranteed not to
exceed $7.50 per month in all years. The monthly "per $1,000 basic coverage"
charge is $0.04 per $1,000 in the first year and $0.00 thereafter.
(2)Nationwide deducts a Mortality and Expense Rick Charge equal to an annual
rate of 0.80% for policy years 1-10. This charge varies at the beginning of
policy year 11, depending on the amount of cash value. For policies issued in
New York the annual effective rate is 0.80% in policy years 1-10 and 0.50%
thereafter, regardless of cash value (see "Mortality and Expense Risk
Charge").
(3)For policies surrendered during the first fourteen policy years (see
"Surrender Charges").
For more information about any policy charge, see "Policy Charges" in this
prospectus.
6
<PAGE> 11
UNDERLYING MUTUAL FUND ANNUAL EXPENSES
(as a percentage of underlying mutual fund net
assets, after expense reimbursement)
<TABLE>
<CAPTION>
MANAGEMENT FEES OTHER 12b -1 FEES TOTAL MUTUAL
EXPENSES FUND EXPENSES
<S> <C> <C> <C> <C>
American Century Variable Portfolios, Inc.-American 0.97% 0.00% 0.00% 0.97%
Century VP Balanced
American Century Variable Portfolios, Inc.-American 1.00% 0.00% 0.00% 1.00%
Century VP Capital Appreciation
American Century Variable Products, Inc.-American 0.70% 0.00% 0.00% 0.70%
Century VP Income & Growth
American Century Variable Portfolios, Inc.-American 1.47% 0.00% 0.00% 1.47%
Century VP International
American Century Variable Portfolios, Inc.-American 1.00% 0.00% 0.00% 1.00%
Century VP Value
The Dreyfus Socially Responsible Growth Fund 0.75% 0.05% 0.00% 0.80%
Dreyfus Stock Index Fund, Inc. 0.25% 0.01% 0.00% 0.26%
Dreyfus Variable Investment Fund-Capital Appreciation 0.75% 0.05% 0.00% 0.80%
Portfolio
Dreyfus Variable Investment Fund- Growth & Income 0.75% 0.03% 0.00% 0.78%
Portfolio.
Fidelity VIP Equity-Income Portfolio 0.49% 0.08% 0.00% 0.57%
Fidelity VIP Growth Portfolio 0.59% 0.07% 0.00% 0.66%
Fidelity VIP High Income Portfolio 0.58% 0.12% 0.00% 0.70%
Fidelity VIP Overseas Portfolio 0.74% 0.15% 0.00% 0.89%
Fidelity VIP II Asset Manager Portfolio 0.54% 0.09% 0.00% 0.63%
Fidelity VIP II Contrafund Portfolio 0.59% 0.07% 0.00% 0.66%
Fidelity VIP III Growth Opportunities Portfolio 0.59% 0.11% 0.00% 0.70%
Morgan Stanley Dean Witter Universal Funds, 0.27% 1.25% 0.00% 1.52%
Inc.-Emerging Markets Debt Portfolio
Neuberger Berman AMT-Growth Portfolio 0.83% 0.09% 0.00% 0.92%
Neuberger Berman AMT-Guardian Portfolio 0.85% 0.15% 0.00% 1.00%
Neuberger Berman AMT-Limited Maturity Bond Portfolio 0.65% 0.11% 0.00% 0.76%
Neuberger Berman AMT-Partners Portfolio 0.78% 0.06% 0.00% 0.84%
NSAT-Capital Appreciation Fund 0.60% 0.07% 0.00% 067%
NSAT-Government Bond Fund 0.50% 0.07% 0.00% 0.57%
NSAT-Money Market Fund 0.40% 0.06% 0.00% 0.46%
NSAT-Nationwide Small Cap Value Fund 0.90% 0.15% 0.00% 1.05%
NSAT-Nationwide Small Company Fund 1.00% 0.07% 0.00% 1.07%
NSAT-Total Return Fund 0.59% 0.06% 0.00% 0.65%
Oppenheimer VAF-Bond Fund/VA 0.72% 0.02% 0.00% 0.74%
Oppenheimer VAF-Global Securities Fund/VA 0.68% 0.06% 0.00% 0.74%
</TABLE>
7
<PAGE> 12
UNDERLYING MUTUAL FUND ANNUAL EXPENSES (CONTINUED)
<TABLE>
<CAPTION>
MANAGEMENT FEES OTHER 12b -1 FEES TOTAL MUTUAL
EXPENSES FUND EXPENSES
<S> <C> <C> <C> <C>
Oppenheimer VAF-Multiple Strategies/VA 0.72% 0.04% 0.00% 0.76%
Oppenheimer VAF-Oppenheimer Capital Appreciation Fund/VA 0.72% 0.03% 0.00% 0.75%
(formerly Growth Fund)
Strong Opportunity Fund II, Inc. 1.00% 0.16% 0.00% 1.16%
Strong Variable Insurance Funds, Inc. - Discovery Fund 1.00% 0.18% 0.00% 1.18%
II, Inc.
Strong Variable Insurance Funds, Inc. - International 1.00% 0.62% 0.00% 1.62%
Stock Fund II
Van Eck Worldwide Insurance Trust-Worldwide Bond Fund 1.00% 0.15% 0.00% 1.15%
Van Eck Worldwide Insurance Trust-Worldwide Emerging 1.00% 0.50% 0.00% 01.50%
Markets Fund
Van Eck Worldwide Insurance Trust-Worldwide Hard Assets 1.00% 0.16% 0.00% 1.16%
Fund
Van Kampen Life Investment Trust - Morgan Stanley Real 1.20% 0.00% 0.00% 1.20%
Estate Securities Portfolio
Warburg Pincus Trust-International Equity Portfolio 1.00% 0.33% 0.00% 1.33%
Warburg Pincus Trust-Post-Venture Capital Portfolio 1.08% 0.32% 0.00% 1.40%
Warburg Pincus Trust-Small Company Growth Portfolio 0.90% 0.24% 0.00% 1.14%
</TABLE>
The expenses shown above are deducted by the underlying mutual fund before it
provides Nationwide with the daily net asset value. Nationwide then deducts
applicable variable account charges from the net asset value to calculate the
unit value of the corresponding sub-account. The management fees and other
expenses are more fully described in the prospectus for each underlying mutual
fund. Information relating to the underlying mutual funds was provided by the
underlying mutual funds and not independently verified by Nationwide.
Some underlying mutual funds are subject to fee waivers and expense
reimbursements. The following chart shows what the expenses would have been for
such funds without fee waivers and expense reimbursements.
<TABLE>
<CAPTION>
Management Other Expenses 12b-1 Total Underlying
Fees Fees Mutual Fund Expenses
<S> <C> <C> <C> <C>
Fidelity VIP Equity Income Portfolio 0.49% 0.09% 0.00% 0.58%
Fidelity VIP Growth Portfolio 0.59% 0.09% 0.00% 0.68%
Fidelity VIP Overseas Portfolio 0.74% 0.17% 0.00% 0.91%
Fidelity VIP II Asset Manager Portfolio 0.54% 0.10% 0.00% 0.64%
Fidelity VIP II Contrafund Portfolio 0.59% 0.11% 0.00% 0.70%
Fidelity VIP III Growth Opportunities Portfolio 0.59% 0.12% 0.00% 0.71%
Morgan Stanley Dean Witter Universal Funds, Inc. - 0.80% 1.25% 0.00% 2.05%
Emerging Markets Debt Portfolio
NSAT - Nationwide Small Cap Value Fund 0.90% 0.43% 0.00% 1.33%
Van Eck Worldwide Insurance Trust - Worldwide Hard 1.00% 0.20% 0.00% 1.20%
Assets Fund
Van Eck Worldwide Insurance Trust - Worldwide 1.00% 0.61% 0.00% 1.61%
Emerging Markets Fund
</TABLE>
8
<PAGE> 13
SYNOPSIS OF THE POLICIES
The policy offered by this prospectus provides for life insurance coverage on
two insureds. The death benefit and cash value of the policy may increase or
decrease to reflect the performance of the investment options chosen by the
policy owner. The death benefit is paid on the death of the last surviving
insured. (see "Death Benefit Information").
CASH SURRENDER VALUE
If the policy is terminated during the insured's lifetime, a cash surrender
value may be payable under the policy. However, there is no guaranteed cash
surrender value (see "Variation in Cash Value "). The policy will lapse without
value if the cash surrender value falls below what is needed to cover policy
charges, and neither death benefit guarantee is in effect (see "Grace Period").
PREMIUMS
The minimum initial premium for which a policy may be issued is shown on the
policy data page. Each premium payment must be at least $50.
Additional premium payments may be made at any time while the policy is in
force, subject to certain restrictions (see "Premium Payments").
TAXATION
The policies described in this prospectus meet the definition of "life
insurance" under Section 7702 of the Internal Revenue Code. Nationwide will
monitor compliance with the tests provided by Section 7702 to insure the
policies continue to receive this favored tax treatment (see "Tax Matters").
NONPARTICIPATING POLICIES
The policies are nonparticipating policies on which no dividends are payable.
The policies do not share in the profits or surplus earnings of Nationwide.
RIDERS
A rider may be added to the policy (availability varies by state).
Riders currently include:
o Maturity Extension Endorsement;
o Policy Split Option (see "Taxation of Policy Split Option Rider"); and
o Estate Protection.
POLICY CANCELLATION
Policy owners may return the policy for any reason within certain time periods
and Nationwide will refund the policy value or the amount required by law (see
"Right to Revoke").
NATIONWIDE LIFE INSURANCE COMPANY
Nationwide is a stock life insurance company organized under the laws of the
State of Ohio in March 1929, with its home office at One Nationwide Plaza,
Columbus, Ohio 43215. Nationwide is a provider of life insurance, annuities and
retirement products. It is admitted to do business in all states, the District
of Columbia and Puerto Rico.
CUSTODIAN OF ASSETS
Nationwide serves as the custodian of the assets of the variable account.
OTHER CONTRACTS ISSUED BY NATIONWIDE
Nationwide 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 Nationwide.
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NATIONWIDE ADVISORY SERVICES, INC.
The policies are distributed by Nationwide Advisory Services, Inc., Three
Nationwide Plaza, Columbus, Ohio 43215. NAS is a wholly owned subsidiary of
Nationwide.
INVESTING IN THE POLICY
THE VARIABLE ACCOUNT AND UNDERLYING MUTUAL FUNDS
Nationwide VLI Separate Account- 2 is a separate account that invests in the
underlying mutual fund options listed in Appendix A. Nationwide established the
separate account on May 7, 1987, pursuant to Ohio law. Although the separate
account is registered with the SEC as a unit investment trust pursuant to the
Investment Company Act of 1940 ("1940 Act"), the SEC does not supervise the
management of Nationwide or the variable account.
Income, gains, and losses credited to, or charged against the variable account
reflect the variable account's own investment experience and not the investment
experience of Nationwide's other assets. The variable account's assets are held
separately from Nationwide's assets and are not chargeable with liabilities
incurred in any other business of Nationwide. Nationwide is obligated to pay all
amounts promised to policy owners under the policies.
The variable account is divided into sub-accounts. Policy owners elect to have
net premiums allocated among the sub-accounts and the fixed account at the time
of application.
Nationwide uses the assets of each sub-account to buy shares of the underlying
mutual funds based on policy owner instructions. A policy's investment
performance depends upon the performance of the underlying mutual fund options
chosen by the policy owner.
Each underlying mutual fund's prospectus contains more detailed information
about that fund. Prospectuses for the underlying mutual funds should be read in
conjunction with this prospectus.
Underlying mutual funds in the variable account are NOT publicly traded mutual
funds. The underlying mutual fund options are available as investment options in
variable life insurance policies or variable annuity contracts issued by life
insurance companies or, in some cases, through participation in certain
qualified pension or retirement plans.
However the underlying mutual funds are NOT directly related to any publicly
traded mutual fund. Policy owners should not compare the performance of a
publicly traded fund with the performance of underlying mutual funds
participating in the variable account. The performance of the underlying mutual
funds could differ substantially from that of any publicly traded funds.
Changes of Investment Policy
Nationwide may materially change the investment policy of the variable account.
Nationwide must inform 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 Nationwide's operations hazardous to the
public. If a policy owner objects, the policy may be converted to a
substantially comparable general account life insurance policy offered by
Nationwide. 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 the change to make the conversion.
Nationwide will not require evidence of insurability for this conversion.
The new policy will not be affected by the investment experience of any separate
account. The new policy will be for an amount of insurance not exceeding the
death benefit of the policy converted on the date of the conversion.
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Voting Rights
Policy owners who have allocated assets to the underlying mutual funds are
entitled to certain voting rights. Nationwide will vote policy owner shares at
special shareholder meetings based on policy owner instructions. However, if the
law changes allowing Nationwide to vote in its own right, it may elect to do so.
Policy owners with voting interests in an underlying mutual fund will be
notified of issues requiring the shareholder's vote as soon as possible before
the shareholder meeting. Notification will contain proxy materials, and a form
to return to Nationwide with voting instructions. Nationwide will vote shares
for which no instructions are received in the same proportion as those that are
received.
The number of shares which a policy owner may vote is determined by dividing the
cash value of the amount they have allocated to an underlying mutual fund by the
net asset value of that underlying mutual fund. Nationwide will designate a date
for this determination not more than 90 days before the shareholder meeting.
Substitution of Securities
Nationwide may substitute, eliminate and/or combine shares of another underlying
mutual fund for shares already purchased or to be purchased in the future if
either of the following occur:
1. shares of a current underlying mutual fund option are no longer available
for investment; or
2. further investment in an underlying mutual fund option is inappropriate.
No substitution, elimination, and/or combination of shares may take place
without the prior approval of the SEC and state insurance departments.
Material Conflicts
The underlying mutual funds may be offered through separate accounts of other
insurance companies, as well as through other separate accounts of Nationwide.
Nationwide does not anticipate any disadvantages to this. However, it is
possible that a conflict may arise between the interests of the variable account
and one or more of the other separate accounts in which these underlying mutual
funds participate.
Material conflicts may occur due to a change in law affecting the operations of
variable life insurance policies and variable annuity contracts, or differences
in the voting instructions of the policy owners and those of other companies. If
a material conflict occurs, Nationwide will take whatever steps are necessary to
protect policy owners, including withdrawal of the variable account from
participation in the underlying mutual fund(s) involved in the conflict.
THE FIXED ACCOUNT
The fixed account is an investment option that is funded by assets of
Nationwide's general account. The general account contains all of Nationwide's
assets other than those in other Nationwide separate accounts. It is used to
support Nationwide's annuity and insurance obligations and may contain
compensation for mortality and expense risks. The investment income earned by
the fixed account will be allocated to the policy at varying rate(s) set by
Nationwide. Under exemptive and exclusionary provisions, Nationwide's general
account has not been registered under the Securities Act of 1933 and has not
been registered as an investment company under the Investment Company Act of
1940. Accordingly, neither the general account nor any interest therein is
subject to the provisions of these Acts. Nationwide has been advised that the
staff of the SEC has not reviewed the disclosures in this prospectus relating to
the fixed account. Disclosures regarding the general account may, however, be
subject to certain general applicable provisions of the federal securities law
concerning the accuracy and completeness of statements made in prospectuses.
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Premiums will be allocated to the fixed account by election of the policy owner.
The guaranteed rate for any premiums will be effective for not less than twelve
months. Nationwide guarantees that the rate will not be less than 4.0% per year.
Any interest in excess of 4.0% will be credited to fixed account allocations at
Nationwide's sole discretion. The policy owner assumes the risk that interest
credited to fixed account allocations may not exceed the minimum guarantee of
4.0% for any given year.
New premiums deposited to the policy and allocated to the fixed account may
receive a different rate of interest than amounts transferred from the
sub-accounts to the fixed account and amounts maturing in the fixed account.
INFORMATION ABOUT THE POLICIES
MINIMUM REQUIREMENTS FOR POLICY ISSUANCE
This policy provides life insurance coverage with the flexibility to vary the
amount and frequency of premium payments. At policy issuance, the policy owner
selects the premium and specified amount. The minimum specified amount is
$100,000. The specified amount consists of basic coverage and any supplemental
coverage chosen by the policy owner.
Supplemental coverage is irrevocable once elected. It cannot be changed.
Supplemental coverage cannot exceed 90% of the specified amount.
Supplemental coverage differs from basic coverage in several ways:
1) supplemental coverage has lower cost of insurance rates on a current
basis;
2) supplemental coverage has no surrender charges; and
3) supplemental coverage has no monthly per unit charge on a current basis.
Supplemental coverage is not available in New York.
Premium Payments
Each premium payment must be at least , $50. The initial premium is payable in
full at Nationwide's home office or to an authorized agent of Nationwide.
Upon payment of the initial premium, temporary insurance may be provided.
Issuance of the continuing insurance coverage is dependent upon completion of
all underwriting requirements, payment of initial premium, and delivery of the
policy while the insured is still living.
Additional premium payments may be made at any time while the policy is in
force, subject to the following conditions:
o Nationwide may require satisfactory evidence of insurability before
accepting any additional premium payment which results in an increase in
the net amount at risk.
o Premium payments in excess of the premium limit established by the IRS to
qualify the policy as a contract for life insurance will be refunded.
o Nationwide may require policy indebtedness be repaid prior to accepting
any additional premium payments.
Additional premium payments or other changes to the policy may jeopardize the
policy's non-modified endowment status. Nationwide will monitor premiums paid
and other policy transactions and will notify the policy owner when non-modified
endowment contract status is in jeopardy.
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PRICING
Premiums will not be priced when the New York Stock Exchange is closed or on the
following nationally recognized holidays:
o New Year's Day o Independence Day
o Martin Luther King, Jr. Day o Labor Day
o Presidents' Day o Thanksgiving
o Good Friday o Christmas
o Memorial Day
Nationwide also will not price premium payments if:
(1) trading on the New York Stock Exchange is restricted;
(2) an emergency exists making disposal or valuation of securities held in
the variable account impracticable; or
(3) the SEC, by order, permits a suspension or postponement for the
protection of security holders.
Rules and regulations of the SEC will govern as to when the conditions described
in (2) and (3) exist.
If Nationwide is closed on days when the New York Stock Exchange is open,
contract value may be affected since the policy owner would not have access to
their account.
POLICY CHARGES
SALES LOAD
Nationwide deducts a sales load from each premium payment received. It is
guaranteed not to exceed 5.0% of each premium payment during the first ten years
or 1.5% of premium payments thereafter. Currently, the sales load is 5.0% during
the first ten years and 0% thereafter.
For policies issued in New York, the sales load is currently 9.5% and guaranteed
not to exceed 9.5% in policy years 1-10. Beginning in year 11, the sales load is
currently 4.5% and guaranteed not to exceed 6% currently.
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. The sales load
will include the portion of increase charges related to distribution expenses
for increases in specified amount.
PREMIUM EXPENSE CHARGE
Nationwide deducts a premium expense charge equal to 3.5% from each premium
payment. This charge reimburses Nationwide for administrative expenses on an
aggregate basis including premium taxes imposed by various state and local
jurisdictions and for federal taxes imposed under Section 848 of the Internal
Revenue Code. Generally, these tax expenses to Nationwide consist of two
components:
(1) a state premium tax rate of 2.25%; and
(2) a federal tax rate of 1.25%.
Nationwide expects to pay an average state premium tax rate of approximately
2.25% of premiums for all states. State tax rates can range from 0% to 4%. This
charge may be more or less than the amount actually assessed by the state in
which a particular policy owner lives.
The 1.25% federal tax component is designed to reimburse Nationwide for expenses
incurred from federal taxes imposed under Section 848 of the Internal Revenue
Code.
Nationwide does not expect to make a profit from these charges.
SURRENDER CHARGES
Nationwide deducts a surrender charge from the cash value in each sub-account
and the fixed account of any policy surrendered during the first fourteen years.
If the average issue age is greater than or equal to 75, the surrender charge
only applies for the first nine years. The maximum initial surrender charge
varies by issue age, sex, specified amount and underwriting classification. The
surrender charge is calculated based on the initial basic coverage.
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The following table illustrates the maximum surrender charge per $1,000 of
initial basic coverage for policies based on:
o $1 million specified amount;
o male non-tobacco preferred; and
o female non-tobacco other than preferred basis.
AVERAGE SURRENDER CHARGE PER $1,000
ISSUE AGE OF INITIAL BASIC COVERAGE
35/35 $5.54
45/45 $8.51
55/55 $11.30
65/65 $15.82
75/75 $23.34
See Appendix B for specific examples.
The surrender charge is comprised of two components:
o an underwriting component; and
o sales component.
The underwriting component varies by average issue age in the following manner:
$1,000 OF INITIAL BASIC COVERAGE
UNDERWRITING SURRENDER
AVERAGE CHARGE PER $1,000 OF
ISSUE AGE INITIAL BASIC COVERAGE
0-39 $4.00
40-49 $6.00
50-59 $7.00
60-85 $8.00
The underwriting component is designed to cover the administrative expenses
associated with underwriting and issuing policies, including the costs of:
o processing applications;
o conducting medical exams;
o determining insurability and the insured's underwriting class; and
o establishing policy records.
The remainder of the surrender charge that is not attributable to the
underwriting component represents the sales 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 purpose of the
sales component is to reimburse Nationwide for expenses incurred in the
distribution of the policies.
The following table illustrates the maximum surrender charge per $1,000 of
initial basic coverage for policies based on:
o male non-tobacco preferred; and
o female non-tobacco other than preferred basis.
SURRENDER CHARGE PER $1,000
AVERAGE OF INITIAL
ISSUE AGE BASIC COVERAGE
35/35 $1.54
45/45 $2.51
55/55 $4.30
65/65 $7.82
75/75 $15.34
Nationwide 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 borne by Nationwide's general
assets which may include profits, if any, from mortality and expense risk
charges. Additional premiums and/or income earned on assets in the variable
account have no effect on these charge.
REDUCTIONS TO SURRENDER CHARGES
The surrender charge is reduced in subsequent policy years in the following
manner:
FOR AVERAGE ISSUE AGE LESS THAN 75:
SURRENDER SURRENDER
CHARGE AS A % CHARGE AS A %
OF INITIAL OF INITIAL
POLICY SURRENDER CHARGE POLICY SURRENDER
YEAR YEAR CHARGE
1 100% 9 70%
2 100% 10 65%
3 100% 11 60%
4 95% 12 45%
5 90% 13 30%
6 85% 14 15%
7 80% 15+ 0%
8 75%
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FOR AVERAGE ISSUE AGE GREATER THAN OR EQUAL TO 75:
POLICY SURRENDER CHARGE AS A % OF
YEAR INITIAL SURRENDER CHARGE
1 100%
2 100%
3 90%
4 80%
5 70%
6 60%
7 45%
8 30%
9 15%
10+ 0%
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. This deduction
is charged proportionately to the cash value in each sub-account and the fixed
account.
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).
Rates for policies issued on a substandard basis are based on appropriate
multiples of the 1980 CSO. These mortality tables are sex distinct. Separate
mortality tables are used for tobacco and non-tobacco.
The rate class of an insured may affect the cost of insurance rate. Nationwide
currently places insureds into both standard rate classes and substandard rate
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
Nationwide deducts a monthly administrative expense charge proportionately to
the cash value in each sub-account and the fixed. This charge reimburses
Nationwide for certain actual expenses related to maintenance of the policies
including accounting and record keeping, and periodic reporting to policy
owners. Nationwide does not expect to recover any amount in excess of aggregate
maintenance expenses from this charge.
Currently, this charge is the sum of the per policy charge and the per $1,000
basic coverage charge as set forth below:
POLICY PER PER $1,000
YEAR(S) POLICY 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 Nationwide
but may not exceed the charge for years 1-10. After a change in specified
amount, the per $1,000 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 and a maximum of $80 per policy, currently and
guaranteed and $0 thereafter.
MORTALITY AND EXPENSE RISK CHARGE
Nationwide assumes certain risks for guaranteeing the mortality and expense
charges. The mortality risk assumed under the policies is that the insured may
not live as long as expected. The expense risk is that the actual expenses
incurred in issuing and
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administering the policies may be greater than expected. In addition, Nationwide
assumes risks associated with the non-recovery of policy issue, underwriting and
other administrative expenses due to policies that lapse or are surrendered in
the early policy years.
Nationwide deducts the daily mortality and expense risk charge proportionately
from the cash value in each sub-account. The 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 cash value is less than $25,000, the mortality and expense risk charge will
remain at 0.80%. If cash value is between $25,000 and $99,999, the charge will
be reduced to 0.50%. If cash value equals or exceeds $100,000, then the charge
will be 0.30%. Policy owners receive quarterly and annual statements, advising
policy owners of the cancellation of accumulation units for mortality and
expense risk charges.
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.
All charges are guaranteed. Nationwide may realize a profit from policy charges.
INCOME TAX
No charge is assessed to policy owners for income taxes incurred by Nationwide
as a result of the operations of the sub-accounts. However, Nationwide reserves
the right to assess a charge for income taxes against the variable account if
income taxes are incurred.
REDUCTION OF CHARGES
The policy is available for purchase by individuals, corporations and other
groups. Nationwide may reduce or eliminate certain charges (sales load,
surrender charge, monthly administrative charge, monthly cost of insurance
charge, or other charges), where the size or nature of the group results in
savings in sales, underwriting, administrative or other costs, to Nationwide.
These charges may be reduced in certain group, sponsored arrangements or special
exchange programs made available by Nationwide, (including employees of
Nationwide and their families).
Eligibility for reduction in charges and the amount of any reduction is
determined by a number of factors, including:
o the number of insureds;
o the total premium expected to be paid;
o total assets under management for the policy owner;
o the nature of the relationship among individual insureds;
o the purpose for which the policies are being purchased;
o the expected persistency of individual policies; and
o any other circumstances which are rationally related to the expected
reduction in expenses.
The extent and nature of reductions may change from time to time. The charge
structure may vary. Variations are determined in a manner not unfairly
discriminatory to policy owners which reflects differences in costs of services.
SURRENDERING THE POLICY FOR CASH
SURRENDER (REDEMPTION)
Policies may be surrendered for the cash surrender value any time while the
insured is living. The cancellation will be effective as of the date Nationwide
receives the policy accompanied by a signed, written request for cancellation.
Nationwide may require the policy owner's signature to be guaranteed by a member
firm of the New York, American, Boston, Midwest, Philadelphia or Pacific Stock
Exchanges, or by a commercial bank or a savings and loan, which is a member of
the Federal Deposit Insurance Corporation. In some cases, Nationwide may require
16
<PAGE> 21
additional documentation of a customary nature.
Cash Surrender Value
The cash 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 cash surrender value equals the policy's cash value, next computed after the
date Nationwide receives a proper written request for surrender and the policy,
minus any charges, indebtedness or other deductions due on that date, which may
also include a surrender charge.
Partial Surrenders
After the policy has been in force for one year, the policy owner may request a
partial surrender.
Partial surrenders are permitted if they satisfy the following requirements:
1) the minimum partial surrender is $500;
2) partial surrenders may not reduce the specified amount to less than
$100,000 (the minimum issue amount);
3) the maximum partial surrender is equal to the available cash surrender
value less the greater of $500 and three monthly deductions;
4) after the partial surrender, the policy continues to qualify as life
insurance.
When a partial surrender is made, the cash value will be reduced by the amount
of the partial surrender. Under Death Benefit Option 1, the specified amount is
reduced by the amount of the partial surrender. Basic and supplemental specified
amounts are reduced proportionally. Partial surrender amount are deducted from
the sub-accounts. Partial surrender amounts will be deducted from the fixed
account if insufficient values are available in the sub-accounts.
Nationwide reserves the right to limit the number of partial surrenders each
policy year. Currently Nationwide does not charge a fee for partial surrenders
but reserves the right to charge a fee for each partial surrender. The fee would
be no more than the lesser of $25 or 2% of the amount of the partial surrender.
Certain partial surrenders may result in currently taxable income and tax
penalties.
INCOME TAX WITHHOLDING
Federal law requires Nationwide to withhold income tax from any portion of
surrender proceeds subject to tax. Nationwide will withhold income tax unless
the policy owner advises Nationwide, in writing, of his or her request not to
withhold. If a policy owner requests that taxes not be withheld, or if the taxes
withheld are insufficient, the policy owner may be liable for payment of an
estimated tax. Policy owners should consult a tax adviser.
VARIATION IN CASH VALUE
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, minus any surrender charge for decreases in specified amount, 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.
ERROR IN AGE OR SEX
If the age or sex of either insured is misstated, the affected benefits will be
adjusted by the ratio of the last deduction for cost of insurance to the
deduction for cost of insurance based on the correct age and sex.
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<PAGE> 22
POLICY PROVISIONS
POLICY OWNER
While the 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
the insured is living. Any change must be in a written form satisfactory to
Nationwide and recorded at Nationwide's home office. Once recorded, the change
will be effective when signed. The change will not affect any payment made or
action taken by Nationwide before it was recorded. Nationwide 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 will belong to
the policy owner's estate.
BENEFICIARY
The beneficiary(ies) will be as named in the application or as subsequently
changed, subject to assignment, if any.
The policy owner may name a new beneficiary while the insured is living. Any
change must be in a written form satisfactory to Nationwide and recorded at
Nationwide's home office. Once recorded, the change will be effective when
signed. The change will not affect any payment made or action taken by
Nationwide 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 survives the insured, the death proceeds will be paid to the
policy owner or the policy owner's estate.
CHANGES IN EXISTING INSURANCE COVERAGE
The policy owner may request certain changes in the insurance coverage under the
policy. Requests must be in writing and received by Nationwide. 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. The effective date for approved
changes is the monthly anniversary day next following the approval. Basic and
supplemental coverage will change proportionally. Nationwide reserves the right
to limit 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 must be provided;
2. the increase must be 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 decrease will reduce insurance in the following order:
1. against insurance provided by the most recent increase;
2. against the next most recent increases successively; and
3. against insurance provided under the original application.
Nationwide 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.
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<PAGE> 23
OPERATION OF THE POLICY
ALLOCATION OF NET PREMIUM AND CASH VALUE
Nationwide allocates premium payments to sub-accounts or the fixed account, as
instructed by policy owners. Shares of the underlying mutual funds allocated to
the sub-accounts are purchased at net asset value, then converted into
accumulation units. All percentage allocations must be in whole numbers, and
must be at least 5%. The sum of allocations must equal 100%. Future premium
allocations may be changed by giving written notice to Nationwide.
Premiums allocated to sub-accounts on the application will be allocated to the
NSAT-Money Market Fund during the period that a policy owner can cancel the
policy, unless a specific state requires premiums to be allocated to the fixed
account. At the expiration of this cancellation period, these premiums are used
to purchase shares of the underlying mutual funds specified by the policy owner
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. Changes are subject to the terms and
conditions imposed by each underlying mutual fund and those found in this
prospectus. Net premiums allocated to the fixed account at the time of
application may not be transferred from the fixed account prior to the first
policy anniversary (see "Transfers").
HOW THE INVESTMENT EXPERIENCE IS DETERMINED
The accumulation unit value for a 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 for the
subsequent valuation period. Though the number of accumulation units will not
change as a result of investment experience, 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
Net investment factor is determined by dividing (a) by (b) where:
(a) is:
(1) the net asset value per share of the underlying mutual fund held in the
sub-account as of the end of the current valuation period; and
(2) the per share amount of any dividend or capital gain distributions made
by the underlying mutual fund (if the "ex-dividend" date occurs during
the current valuation period).
(b) is the net asset value per share of the underlying mutual fund determined as
of the end of the immediately preceding valuation period.
The net investment factor may be greater or less than one; therefore, the value
of an accumulation unit may increase or decrease. Currently, Nationwide does not
maintain a tax reserve with respect to the policies since income with respect to
the underlying mutual funds is not taxable to Nationwide or the variable
account. Nationwide reserves the right to adjust the calculation of the net
investment factor to reflect a tax reserve should such income of other items
become taxable to Nationwide.
DETERMINING THE CASH VALUE
The cash value is the sum of the value of all variable account accumulation
units attributable to the policy plus amounts credited to the fixed account and
the policy loan account.
The number of accumulation units credited to each sub-account is determined by
dividing the net amount allocated to the sub-account by the accumulation unit
value for
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<PAGE> 24
the sub-account for the valuation period during which the premium is received by
Nationwide. 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 Nationwide periodically
declares. The annual effective rate will never be less than 4%. (For a
description of the annual effective credited rates, see "The Fixed Account" and
"Policy Loans.") Upon request, Nationwide will inform the policy owner of the
then applicable rates for each account.
TRANSFERS
Policy owners can transfer 100% of allocations without penalty or adjustment
subject to the following conditions:
o Nationwide reserves the right to restrict transfers between the fixed
account and the sub-accounts to one per policy year.
o Transfers made to the fixed account may not be made in the first policy
year.
o Nationwide reserves the right to restrict transfers from the fixed account
to 25% of the cash value attributable to the fixed account.
o Nationwide reserves the right to restrict transfers to the fixed account to
25% of cash value.
Transfer Requests
Nationwide will accept transfer requests in writing or over the telephone.
Nationwide will use reasonable procedures to confirm that telephone instructions
are genuine and will not be liable for following instructions it reasonably
determined to be genuine. Nationwide may withdraw the telephone exchange
privilege upon 30 days written notice to policy owners.
Market-Timing Firms
Some policy owners may use market-timing firms or other third parties to make
transfers on their behalf. Generally, in order to take advantage of perceived
market trends, market- timing firms will submit transfer requests on behalf of
multiple policy owners at the same time. Sometimes this can result in unusually
large transfers of funds. These large transfers might interfere with the ability
of Nationwide or the underlying mutual fund to process transactions. This can
potentially disadvantage policy owners not using market-timing firms. To avoid
this, Nationwide may modify the transfer rights of policy owners who use
market-timing firms (or other third parties) to initiate transfers on their
behalf.
The transfer rights of individual policy owners will not be modified in any way
when instructions are submitted directly by the policy owner, or by the policy
owner's representative (as authorized by the execution of a valid Nationwide
Limited Power of Attorney Form).
To protect policy owners, Nationwide may refuse transfer requests:
o submitted by any agent acting under a power of attorney on behalf of more
than one policy owner; or
o submitted on behalf of individual policy owners who have executed
pre-authorized 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.
Nationwide will not restrict transfer rights unless Nationwide believes it to be
necessary for the protection of all policy owners.
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RIGHT TO REVOKE
A policy owner may cancel the policy by returning it by the latest of:
o 10 days after receiving the policy;
o 45 days after signing the application; or
o 10 days after Nationwide delivers a Notice of Right of Withdrawal.
The policy can be mailed to the registered representative who sold it, or
directly to Nationwide.
Returned policies are deemed void from the beginning. Nationwide will refund the
amount prescribed by the state in which the policy was issued within seven days
after it receives the policy. This right varies by state.
POLICY LOANS
TAKING A POLICY LOAN
The policy owner may take a policy loan at any time after the first policy year
using the policy as security. Maximum policy indebtedness is limited to 90% of
the cash value of the variable account, less any surrender charges, less
interest due on the next policy anniversary. The cash value less surrender
charge is determined as of the loan date.
Nationwide will not grant a loan for an amount less than $1,000. Policy
indebtedness will be deducted from the death benefit, cash surrender value upon
surrender, or the maturity proceeds.
Any request for a policy loan must be in written form. 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 Exchanges, 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.
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 payments are not made to
keep the policy from lapsing. The amount of the payments necessary to prevent
the policy from lapsing will increase with age.
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 sub-account at the time of the
loan. Policy loans will be transferred from the fixed account only when
sufficient amounts are not available in the 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
Currently, policy loans are credited with an annual effective rate of 5.1%
during policy years 2 through 14 and an annual effective rate of 6% during the
14th and subsequent policy years. Nationwide guarantees the rate will never be
lower than 5.1%. Nationwide 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.
If 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, Nationwide 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.
Amounts transferred to the policy loan account will earn interest daily from the
date
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<PAGE> 26
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. It will be allocated
according to the 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, Nationwide 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 years.
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 the 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 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. Nationwide 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.
ASSIGNMENT
While the 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 at Nationwide's home office. Prior to being recorded, assignments will
not affect any payments made or actions taken by Nationwide. Nationwide is not
responsible for any assignment not submitted for recording, nor is Nationwide
responsible for the sufficiency or validity of any assignment. Assignments are
subject to any indebtedness owed to Nationwide before being recorded.
POLICY OWNER SERVICES
DOLLAR COST AVERAGING
Dollar Cost Averaging is a long-term transfer program that allows you to make
regular, level investments over time. It involves the automatic transfer of a
specified amount from certain sub-accounts and the fixed account into other
sub-accounts. Policy owners may participate in this program if their policy
value is at least $15,000. Nationwide does not guarantee that this program will
result in profit or protect policy owners from loss.
Policy owners direct Nationwide to automatically transfer specified amounts from
the fixed account and the following underlying mutual fund options: Fidelity VIP
High Income Portfolio; NSAT Government Bond Fund; Neuberger Berman AMT Limited
Maturity Bond Portfolio; and the NSAT Money Market Fund.
The minimum monthly transfer is $100. Transfers from the fixed account must be
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<PAGE> 27
equal to or less than 1/30th of the fixed account value at the time the program
is requested.
Transfers occur monthly or on another frequency if permitted by Nationwide.
Nationwide will process transfers until either the value in the originating
investment option is exhausted, or the policy owner instructs Nationwide in
writing to stop the transfers.
Nationwide reserves the right to stop establishing new dollar cost averaging
programs. Nationwide reserves the right to assess a processing fee for this
service.
DEATH BENEFIT INFORMATION
CALCULATION OF THE DEATH BENEFIT
At issue, the policy owner selects the premium and the specified amount which
consists of the basic coverage and the supplemental coverage, if any (see
"Underwriting and Insurance").
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 can choose one of two death benefit options:
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.
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 (see "Taxation of the Policy"). The following
tables illustrate applicable percentages:
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<PAGE> 28
APPLICABLE PERCENTAGES OF CASH VALUE-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
<S> <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>
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 Internal Revenue 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.
APPLICABLE PERCENTAGES OF CASH VALUE-CASH VALUE ACCUMULATION TEST
<TABLE>
<CAPTION>
PERCENTAGE OF PERCENTAGE OF PERCENTAGE OF
POLICY YEAR CASH VALUE POLICY YEAR CASH VALUE POLICY YEAR CASH VALUE
<S> <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>
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<PAGE> 29
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").
PROCEEDS PAYABLE ON DEATH
The actual death proceeds payable on the insured's death 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").
INCONTESTABILITY
Nationwide will not contest payment of the death proceeds based on the initial
specified amount after the policy has been in force during the life time of both
insureds for 2 years from the policy date. For any increase in specified amount
requiring evidence of insurability, Nationwide will not contest payment of the
death proceeds based on such an increase after it has been in force during the
insured's lifetime for 2 years from its effective date.
SUICIDE
If the insured dies by suicide, while sane or insane, within two years from the
policy date, Nationwide will pay no more than the sum of the premiums paid, less
any indebtedness and less any partial surrenders. If the 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, Nationwide will pay no more
than the amount paid for the additional benefit.
MATURITY PROCEEDS
The maturity date is the policy anniversary on or next following the younger
insured's 100th birthday. If the policy is still in force, maturity proceeds are
payable to the policy owner on the maturity date. Maturity proceeds are equal to
the amount of the policy's cash value, less any indebtedness.
RIGHT OF CONVERSION
The policy owner may make an irrevocable election to transfer all sub-account
cash values to the fixed account. This election must be made within 2 years of
the policy date. The right of conversion is subject to state availability.
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. Nationwide 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
Nationwide 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. Nationwide 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
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<PAGE> 30
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. For
the first three policy years, the required premium is calculated from the
minimum monthly premium associated with the actual issue age, sex and
underwriting class. For policy years four and over, the required premium is the
percentage of the IRS Guideline Level Premium shown below.
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 satisfactory to Nationwide;
3. paying sufficient premium to cover all policy charges that were due and
upaid 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
Nationwide. If the 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.
Amounts allocated to underlying mutual funds at the start of the grace period
will be reinstated, unless the policy owner provides otherwise.
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<PAGE> 31
TAX MATTERS
POLICY PROCEEDS
Section 7702 of the Internal Revenue Code provides that if certain tests are
met, a policy will be treated as a life insurance policy for federal tax
purposes. Nationwide 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 Internal Revenue
Code.
The manner in which Section 7702 of the Internal Revenue Code applies to certain
features of a last survivor variable life insurance policy is not addressed in
Section 7702. Although Nationwide believes the policies are in compliance with
Section 7702, absent any final regulation or other guidance issued under 7702,
some uncertainty remains whether the policies satisfy the Section 7702
definition of a life insurance contract.
Section 7702A of the Internal Revenue 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. The Internal Revenue Code states that taxation of
surrenders, partial surrenders, loans, collateral assignments and other
pre-death distributions from modified endowment contracts (other than certain
distributions to terminally ill individuals) are subject to federal income taxes
in a manner similar to the way annuities are taxed. Modified endowment contract
distributions are defined by the Internal Revenue 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 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 or the distribution is
part of an annuity to the policy owner as defined in the Internal Revenue Code.
Under certain circumstances, certain distributions made under a policy on the
life of a "terminally ill individual", as that term is defined in the Internal
Revenue Code, are excludable from gross income.
The policies offered by this prospectus may or may not be issued as modified
endowment contracts. Nationwide 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 policy owner
pursuant to Section 7702(f)(7) of the Internal Revenue 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 Internal
Revenue Code.
In addition to meeting the tests required under Section 7702, Section 817(h) of
the Internal Revenue Code requires that the investments of separate accounts
such as the variable account be adequately diversified. Regulations under 817(h)
provide that a variable life policy that fails to satisfy the diversification
standards will not be treated as life insurance unless such failure was
inadvertent, is corrected, and the policy owner or Nationwide pays an amount to
the IRS. 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
will be deemed the owner of the underlying securities and taxed on the earnings
of his or her account.
Representatives of the IRS 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.
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<PAGE> 32
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 Internal Revenue Code,
Nationwide will take whatever steps are available to remain in compliance.
Nationwide 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.
TAXATION OF THE POLICY
Section 7702 of the Internal Revenue 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 Internal Revenue 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 "Death Benefit Information" 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 Internal Revenue 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 "Death Benefit Information" 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
"Death Benefit Information."
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 and Option 1 Death Benefit will be
assumed by Nationwide 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 Internal Revenue Code.
Regardless of which test is selected, Nationwide 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 Internal Revenue 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.
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<PAGE> 33
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) of the Internal Revenue Code,
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 "Death Benefit Information" section.
The Guideline Premium/Cash Value Corridor Test requires that the sum of the
premiums paid into the policy 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 "Death Benefit Information"
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 to have been selected.
Regardless of which test is selected, Nationwide 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 Internal Revenue Code.
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.
WITHHOLDING
Distributions of income from a modified endowment contract are subject to
federal income tax withholding; however, the recipient may elect not to have the
withholding taken from the distribution. A distribution of income from a
modified endowment contract may be subject to mandatory back-up withholding
(which cannot be waived). The mandatory back-up withholding rate is 31% of the
income that is distributed and will arise if no Taxpayer Identification Number
is provided to Nationwide, or if the IRS notifies Nationwide that back-up
withholding is required.
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, in 1999, an estate of less than $625,000
(inclusive of certain pre-death 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.
When the insured dies, the death benefit will generally be included in the
insured's federal gross estate if: (1) the proceeds were payable to or for the
benefit of the insured's estate; or (2) the 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 owner, 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 the 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 the
insured, the payment of the death proceeds at the death of the insured may be
subject to the GSTT.
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<PAGE> 34
Pursuant to regulations recently promulgated by the U.S. Treasury Department,
Nationwide may be required to withhold a portion of the death proceeds and pay
them directly to the IRS 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.
NON-RESIDENT ALIENS
Pre-death distributions from modified endowment contracts to nonresident aliens
("NRAs") are generally subject to federal income tax and tax withholding, at a
statutory rate of 30% of the amount of income that is distributed. Nationwide is
required to withhold such amount from the distribution and remit it to the IRS.
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 Nationwide sufficient proof of his or her
residency and citizenship in the form and manner prescribed by the IRS. In
addition, the NRA must obtain an Individual Taxpayer Identification Number from
the IRS, and furnish that number to Nationwide prior to the distribution. If
Nationwide does not have the proper proof of citizenship or residency and a
proper individual Taxpayer Identification Number prior to any distribution,
Nationwide will be required to withhold 30% of the income, regardless of any
treaty provision.
A pre-death distribution may not be subject to withholding where the recipient
sufficiently establishes to Nationwide 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 includible 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.
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
Internal Revenue 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 exercises rights provided by the
Policy Split Option Rider, it is important that a tax adviser be consulted
regarding the possible consequences of a policy split
TAXATION OF NATIONWIDE
Nationwide is taxed as a life insurance company under the Internal Revenue Code.
Since the variable account is not a separate entity from Nationwide and its
operations form a part of Nationwide, it will not be taxed separately as a
"regulated investment company" under Sub-chapter M of the Internal Revenue 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.
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<PAGE> 35
Nationwide 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, Nationwide 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.
Nationwide 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 Nationwide's understanding of
federal tax laws as they are currently interpreted by the IRS, is general and is
not intended as tax advice.
The Internal Revenue 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 future proposals, 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 Proceeds, 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, or 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 advise, and should not
take the place of your independent legal, tax and/or financial advisor.
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 made on or after
August 1, 1983. The policies offered by this prospectus are based upon actuarial
tables which distinguish between men and women. Thus the policies provide
different benefits to men and women of the same age. Accordingly, 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.
YEAR 2000 COMPLIANCE ISSUES
Nationwide has developed and implemented a plan to address issues related to the
Year 2000. The problem relates to many existing computer systems using only two
digits to identify a year in a date field. These systems were designed and
developed without considering the impact of the upcoming change in the century.
If not corrected, many computer systems could fail or create erroneous results
when processing information dated after December 31, 1999. Like many
organizations, Nationwide is required to renovate or replace many computer
systems so that the systems will function properly after December 31, 1999.
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<PAGE> 36
Nationwide has completed an inventory and assessment of all computer systems and
has implemented a plan to renovate or replace all applications that were
identified as not Year 2000 compliant. Nationwide has renovated all applications
that required renovation. Testing of the renovated programs included running
each application in a Year 2000 environment and was completed as planned during
1998. For applications being replaced, Nationwide had all replacement systems in
place and functioning as planned by year-end 1998. Conversions of existing
traditional life policies will continue through second quarter, 1999. In
addition, the shareholder services system that support our mutual fund products
will be fully deployed in the first quarter of 1999.
Nationwide has completed an inventory and assessment of all vendor products and
has tested and certified that each vendor product is Year 2000 compliant. Any
vendor products that could not be certified as Year 2000 compliant were replaced
or eliminated in 1998.
Nationwide has also addressed issues associated with the exchange of electronic
data with external organizations. Nationwide has completed an inventory and
assessment of all business partners including electronic interfaces. Processes
have been put in place and programs initiated to process data irrespective of
the format by converting non-compliant data into a Year 2000 compliant format.
Systems supporting Nationwide's infrastructure such as telecommunications, voice
and networks will be compliant by March 1999. Nationwide's assessment of Year
2000 issues has also included non-information technology systems with embedded
computer chips. Nationwide's building systems such as fire, security, elevators
and escalators supporting facilities in Columbus, Ohio have been tested and are
Year 2000 compliant.
In addition to resolving internal Year 2000 readiness issues, Nationwide is
surveying significant external organizations (business partners) to assess if
they will be Year 2000 compliant and be in a position to do business in the Year
2000 and beyond. Specifically, Nationwide has contacted mutual fund
organizations that provide funds for our variable annuity and life products. The
same action will continue during the first quarter of 1999 with wholesale
producers. Nationwide continues its efforts to identify external risk factors
and is planning to develop contingency plans as part of its ongoing risk
management strategy.
Operating expenses in 1998 and 1997 included approximately $44.7 million and
$45.4 million, respectively, for technology projects, including costs related to
Year 2000. Nationwide anticipates spending approximately $5 million on Year 2000
activities in 1999. These expenses have no affect on the assets of the variable
account and are not charged through to the policy owner.
Management does not anticipate that the completion of Year 2000 renovation and
replacement activities will result in a reduction in operating expenses. Rather,
personnel and resources currently allocated to Year 2000 issues will be assigned
to other technology-related projects.
STATE REGULATION
Nationwide 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
Nationwide 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 Nationwide's contract liabilities and reserves so that the
Insurance Department may certify the items are correct. Nationwide'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, Nationwide is subject to regulation under the insurance laws of other
jurisdictions in which it may operate.
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<PAGE> 37
REPORTS TO POLICY OWNERS
Nationwide will mail to the policy owner at the last known address of record:
o an annual statement containing: the amount of the current death benefit,
cash value, cash surrender value, premiums paid, monthly charges
deducted, amounts invested in the fixed account and the sub-accounts, and
policy indebtedness;
o annual and semi-annual reports containing all applicable information and
financial statements or their equivalent, which must be sent to the
underlying mutual fund beneficial shareholders as required by the rules
under the Investment Company Act of 1940 for the variable account; and
o statements of significant transactions, such as changes in specified
amount, changes in death benefit options, changes in future premium
allocations, transfers among sub-accounts, premium payments, loans, loan
repayments, reinstatement and termination.
ADVERTISING
Nationwide is 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
Nationwide. The ratings are not intended to reflect the investment experience or
financial strength of the variable account. Nationwide may advertise these
ratings from time to time. In addition, Nationwide may include in certain
advertisements, endorsements in the form of a list of organizations, individuals
or other parties which recommend Nationwide or the policies. Furthermore,
Nationwide 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
Nationwide 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 Nationwide.
The general distributor, Nationwide Advisory Services, Inc. is not engaged in
any litigation of any material nature.
In recent years, life insurance companies have been named as defendants in
lawsuits, including class action lawsuits, relating to life insurance and
annuity pricing and sales practices. A number of these lawsuits have resulted in
substantial jury awards or settlements.
In February 1997, Nationwide was named as a defendant in a lawsuit filed in New
York state court related to the sale of whole life policies on a "vanishing
premium" basis (John H. Snyder v. Nationwide Life Insurance Company). In April
1998, Nationwide was named as a defendant in a lawsuit filed in Ohio state court
similar to the Snyder case (David and Joan Mishler v. Nationwide Life Insurance
Company). In August 1998, Nationwide Mutual Insurance Company and Nationwide and
the plaintiffs executed a stipulation of settlement and submitted it to the New
York state court for approval. On August 20, 1998, the court in the Snyder case
signed an order preliminarily approving a class for settlement purposes (which
would include the Mishler case) and scheduled a fairness hearing for December
17, 1998. At the hearing, the court reviewed the fairness and reasonableness of
the proposed settlement and issued a final order and judgment. The approved
settlement provides for dismissal of both the Snyder and Mishler cases, bars
class members from pursuing litigation against Nationwide Mutual Insurance
Company and its affiliates, including Nationwide and its subsidiaries, relating
to the allegations in the Snyder case, and provides class members with a
potential value of approximately $100 million in policy adjustments, discounted
premiums and discounted products.
In November 1997, two plaintiffs, one who was the owner of a variable life
insurance policy and the other who was the owner of a variable
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<PAGE> 38
annuity contract, commenced a lawsuit in a federal court in Texas against
Nationwide and the American Century group of defendants (Robert Young and David
D. Distad v. Nationwide Life Insurance Company et al.). In this lawsuit,
plaintiffs seek to represent a class of variable life insurance policy owners
and variable annuity contract owners whom they claim were allegedly misled when
purchasing these variable contracts into believing that the performance of their
underlying mutual fund option managed by American Century, whose shares may only
be purchased by insurance companies, would track the performance of a mutual
fund, also managed by American Century, whose shares are publicly traded. The
amended complaint seeks unspecified compensatory and punitive damages. On April
27, 1998, the district court denied, in part, and granted, in part, Nationwide
and American Century's motions to dismiss the complaint. The remaining claims
against Nationwide allege securities fraud, common law fraud, civil conspiracy
and breach of contract. On December 2, 1998, the district court issued an order
denying plaintiffs' motion for class certification. On December 10, 1998, the
district court stayed the lawsuit pending plaintiffs' petition to the federal
appeals court for interlocutory review of the order denying class certification.
On December 14, 1998, plaintiffs filed their petition for interlocutory review,
on which the federal appeals court has not yet ruled. Nationwide intends to
defend the case vigorously.
On October 29, 1998, Nationwide and certain of its subsidiaries were named in a
lawsuit filed in Ohio state court related to the sale of deferred annuity
products for use as investments in tax-deferred contributory retirement plans
(Mercedes Castillo v. Nationwide Financial Services, Inc., Nationwide Life
Insurance Company and Nationwide Life and Annuity Insurance Company). The
plaintiff in such lawsuit seeks to represent a national class of Nationwide's
customers and seeks unspecified compensatory and punitive damages. Nationwide
currently is evaluating this lawsuit, which has not been certified as a class.
Nationwide intends to defend this lawsuit vigorously.
There can be no assurance that any litigation relating to pricing or sales
practices will not have a material adverse effect on Nationwide in the future.
EXPERTS
The audited financial statements have been included herein in reliance upon the
reports of KPMG 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, Nationwide, 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 Dietrich, Reynolds & Koogler, LLP One Nationwide Plaza, Columbus, Ohio
43215. All the members of such firm are employed by the Nationwide Mutual
Insurance Company.
DISTRIBUTION OF THE POLICIES
The policies will be sold by licensed insurance agents in those states where the
policies may lawfully be sold. Agents are registered representatives of broker
dealers registered under the Securities Exchange Act of 1934 who are member
firms of the National Association of Securities Dealers, Inc. ("NASD").
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The policies will be distributed by the general distributor, Nationwide Advisory
Services, Inc. NAS is a wholly owned subsidiary of Nationwide and a member of
the NASD. NAS was organized as an Ohio corporation on April 8, 1965. NAS acts as
general distributor for the following separate accounts, each of which is a
separate investment account of Nationwide or its affiliates:
o Nationwide Multi-Flex Variable Account
o Nationwide DCVA-II
o Nationwide Variable Account-II
o Nationwide VLI Separate Account-3
o Nationwide VLI Separate Account-4
o Nationwide VLI Separate Account-5
o Nationwide Variable Account
o Nationwide Variable Account-5
o Nationwide Variable Account-6
o Nationwide Variable Account-9
o Nationwide Variable Account-10
o Nationwide VA Separate Account-A
o Nationwide VA Separate Account-B
o Nationwide VA Separate Account-C
o Nationwide VL Separate Account-A
o Nationwide VL Separate Account-B
o Nationwide VL Separate Account-C
o Nationwide VL Separate Account-D.
NAS also acts as principal underwriter for the following open-end management
investment companies:
o Nationwide Mutual Funds;
o Nationwide Separate Account Trust; and
o Nationwide Asset Allocation Trust.
Gross first year commissions plus any expense allowance payments paid by
Nationwide on the sale of these policies provided by the General Distributor
will not exceed 80% of the target premium plus 4% of any excess premium
payments. Gross renewal commissions in years 2 through 10 paid by Nationwide
will not exceed 4% of actual premium payment, and will not exceed 1% in policy
years 11 and thereafter.
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NATIONWIDE ADVISORY SERVICES, INC. - DIRECTORS AND OFFICERS
<TABLE>
<CAPTION>
NAME AND POSITIONS AND OFFICES
BUSINESS ADDRESS WITH UNDERWRITER
<S> <C>
Joseph J. Gasper President and Director
One Nationwide Plaza
Columbus, OH 43215
Dimon R. McFerson Chairman and
One Nationwide Plaza Chief Executive Officer and Director
Columbus, OH 43215
Robert A. Oakley Executive Vice President - Chief Financial
One Nationwide Plaza Officer and Director
Columbus, OH 43215
Paul J. Hondros Director
One Nationwide Plaza
Columbus, OH 43215
Susan A. Wolken Director
One Nationwide Plaza
Columbus, OH 43215
Robert J. Woodward, Jr. Executive Vice President - Chief Investment
One Nationwide Plaza Officer and Director
Columbus, OH 43215
Edwin P. Mc Causland, Jr. Senior Vice President-Fixed Income
One Nationwide Plaza Securities
Columbus, OH 43215
Charles S. Bath
One Nationwide Plaza Vice President - Investments
Columbus, OH 43215
Dennis W. Click Vice President and Secretary
One Nationwide Plaza
Columbus, OH 43215
William G. Goslee Vice President
One Nationwide Plaza
Columbus, OH 43215
James F. Laird, Jr. Vice President and General
One Nationwide Plaza Manager
Columbus, OH 43215
Joseph P. Rath Vice President -Product and Market
One Nationwide Plaza Compliance
Columbus, OH 43215
Alan A. Todryk Vice President - Taxation
One Nationwide Plaza
Columbus, OH 43215
Christopher A. Cray Treasurer
One Nationwide Plaza
Columbus, OH 43215
</TABLE>
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<PAGE> 41
NATIONWIDE ADVISORY SERVICES, INC. - DIRECTORS AND OFFICERS (CONTINUED)
<TABLE>
<CAPTION>
NAME AND POSITIONS AND OFFICES
BUSINESS ADDRESS WITH UNDERWRITER
<S> <C>
Elizabeth A. Davin Assistant Secretary
One Nationwide Plaza
Columbus, OH 43215
David E. Simaitis Assistant Secretary
One Nationwide Plaza
Columbus, OH 43215
Patricia J. Smith Assistant Secretary
One Nationwide Plaza
Columbus, OH 43215
</TABLE>
ADDITIONAL INFORMATION ABOUT NATIONWIDE
The life insurance business, including annuities, is the only business in which
Nationwide is engaged.
Nationwide markets its policies through independent insurance brokers, general
agents, and registered representatives of registered NASD broker/dealer firms.
Nationwide serves as depositor for the following separate accounts, each of
which is a registered investment company:
o Nationwide Variable Account,
o Nationwide Variable Account-II,
o Nationwide Variable Account-3,
o Nationwide Variable Account-4,
o Nationwide Variable Account-5,
o Nationwide Variable Account-6,
o Nationwide Fidelity Advisor Variable Account,
o Nationwide Variable Account-9,
o Nationwide Variable Account-10,
o MFS Variable Account,
o Nationwide Multi-Flex Variable Account,
o Nationwide VLI Separate Account,
o Nationwide VLI Separate Account-2,
o Nationwide VLI Separate Account-3,
o Nationwide VLI Separate Account-4,
o Nationwide VLI Separate Account-5;
o NACo Variable Account,
o Nationwide DC Variable Account, and the
o Nationwide DCVA-II.
Nationwide, 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 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.
Nationwide 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,
Nationwide shares employees with
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<PAGE> 42
Nationwide Mutual Insurance Company and Nationwide Mutual Fire Insurance
Company.
Nationwide does not presently own or lease any materially important physical
properties when its property holdings are viewed in relation to its total
assets. Nationwide shares home office, other facilities and equipment with
Nationwide Mutual Insurance Company.
Company Management
Nationwide Life Insurance Company and Nationwide Life and Annuity Insurance
Company, together with Nationwide Mutual Insurance Company, Nationwide Mutual
Fire Insurance Company, Nationwide Property and Casualty Insurance Company and
Nationwide General Insurance Company and their affiliated companies comprise the
Nationwide Insurance Enterprise. The companies listed above have substantially
common boards of directors and officers.
Nationwide Financial Services, Inc. ("NFS") is the sole shareholder of
Nationwide Life Insurance Company. NFS serves as a holding company for other
financial institutions. Nationwide Life Insurance Company is the sole owner of
Nationwide Life and Annuity Insurance Company.
Each of the directors and officers listed below is a director or officer
respectively of at least one or more of the other major insurance affiliates of
the Nationwide Insurance Enterprise. Messrs. McFerson, Gasper, Woodward and Ms.
Thomas are also trustees of one or more of the registered investment companies
distributed by Nationwide Advisory Services, a registered broker-dealer
affiliated with Nationwide.
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<PAGE> 43
DIRECTORS OF NATIONWIDE
<TABLE>
<CAPTION>
DIRECTORS OF THE DEPOSITOR NAME AND POSITIONS AND OFFICES
PRINCIPAL BUSINESS ADDRESS WITH DEPOSITOR PRINCIPAL OCCUPATION
<S> <C> <C>
Lewis J. Alphin Director Farm Owner and Operator (1)
519 Bethel Church Road
Mount Olive, NC 28365
A. I. Bell Director Farm Owner and Operator (1)
4121 North River Road West
Zanesville, OH 43701
Kenneth D. Davis Director Farm Owner and Operator (1)
7229 Woodmansee Road
Leesburg, OH 45135
Keith W. Eckel Director Partner, Fred W. Eckel Sons; President, Eckel
1647 Falls Road Farms, Inc. (1)
Clarks Summit, PA 18411
Willard J. Engel Director Retired General Manager, Lyon County Co-operative
301 East Marshall Street Oil Company (1)
Marshall, MN 44691
Fred C. Finney Director Owner and Operator, Moreland Fruit Farm; Operator,
1558 West Moreland Road Melrose Orchard (1)
Wooster, OH 44691
Joseph J. Gasper President and Chief President and Chief Operating Officer, Nationwide
One Nationwide Plaza Operating Officer and Life Insurance Company and Nationwide Life
Columbus, OH 43215 Director Insurance Company (2)
Dimon R. McFerson Chairman and Chief Chairman and Chief Executive Officer- (2)
One Nationwide Plaza Executive Officer and
Columbus, OH 43215 Director
David O. Miller Chairman of the Board and President, Owen Potato Farm, Inc.; Partner, M&M
115 Sprague Drive Director Enterprises (1)
Hebron, OH 43025
Yvonne L. Montgomery Director Senior Vice President-General Manager Southern
Suite 1600 Customer Operations for U.S. Customer Operations,
2859 Paces Ferry Road Xerox Corporation (2)
Atlanta, GA 30339
Ralph M. Paige Director Executive Director
2769 Church Street Federation of Southern Cooperatives/Land
East Point, Ga 30344 Assistance Fund
James F. Patterson Director Vice President, Pattersons, Inc.; President,
8765 Mulberry Road Patterson Farms, Inc. (1)
Chesterland, OH 44026
Arden L. Shisler Director President and Chief Executive Officer, K&B
1356 North Wenger Road Transport, Inc. (1)
Dalton, OH 44618
Robert L. Stewart Director Owner and Operator Sunnydale Farms and Mining (1)
88740 Fairview Road
Jewett, OH 43986
Nancy C. Thomas Director Farm Owner and Operator, Da-Ma-Lor Farms (1)
1733A Westwood Avenue
Alliance, OH 44601
</TABLE>
(1) Principal occupation for last 5 years.
(2) Prior to assuming this current position, held other executive management
positions with the same or affiliated companies.
Each of the directors is a director of the other major insurance affiliates of
Nationwide, except Mr. Gasper who is a director only of Nationwide Life
Insurance Company and Nationwide Life and Annuity Insurance Company.
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<PAGE> 44
Messrs. McFerson and Gasper are directors of Nationwide Advisory Services, Inc.,
a registered broker-dealer.
Messrs. McFerson, Miller, Patterson, and Shisler are directors of Nationwide
Financial Services, Inc. Mr. McFerson, Ms. Thomas are trustees of Nationwide
Mutual Funds, a registered investment company. Messrs. McFerson, Gasper and
Woodward are trustees of Nationwide Separate Account Trust and Nationwide Asset
Allocation Trust, registered investment companies. Mr. McFerson is trustee
Nationwide Mutual Funds, a registered investment company. Mr. Engel is a
director of Western Cooperative Transport.
EXECUTIVE OFFICERS OF NATIONWIDE
<TABLE>
<CAPTION>
OFFICERS OF THE DEPOSITOR
NAME AND PRINCIPAL BUSINESS ADDRESS OFFICES OF THE DEPOSITOR
<S> <C>
Dennis W. Click Vice President - Secretary
One Nationwide Plaza
Columbus, OH 43215
Robert A. Oakley Executive Vice President-Chief Financial Officer
One Nationwide Plaza
Columbus, OH 43215
Robert J. Woodward, Jr. Executive Vice President-Chief Investment Officer
One Nationwide Plaza
Columbus, OH 43215
James E. Brock Senior Vice President - Corporate Development
One Nationwide Plaza
Columbus, OH 43215
John R. Cook, Jr. Senior Vice President - Chief Communications Officer
One Nationwide Plaza
Columbus, OH 43215
Phillip C. Gath Senior Vice President and Chief Actuary - Nationwide Financial
One Nationwide Plaza Services
Columbus, OH 43215
Richard D. Headley Senior Vice President - Chief Information Technology Officer
One Nationwide Plaza
Columbus, OH 43215
Donna A. James Senior Vice President - Human Resources
One Nationwide Plaza
Columbus, OH 43215
Richard A. Karas Senior Vice President - Sales and Financial Services
One Nationwide Plaza
Columbus, OH 43215
Doublas C. Robinette Senior Vice President - Marketing and Product Management
One Nationwide Plaza
Columbus, OH 43215
Susan A. Wolken Senior Vice President - Life Company Operations
One Nationwide Plaza
Columbus, OH 43215
</TABLE>
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<PAGE> 45
EXECUTIVE OFFICERS OF NATIONWIDE
<TABLE>
<CAPTION>
OFFICERS OF THE DEPOSITOR
NAME AND PRINCIPAL BUSINESS ADDRESS OFFICES OF THE DEPOSITOR
<S> <C>
Bruce C. Barnes Vice President - Technology Strategy and Planning
One Nationwide Plaza
Columbus, OH 43215
David A. Diamond Vice President - Enterprise Controller of Nationwide Financial
One Nationwide Plaza Services
Columbus, OH 43215
Matthew S. Easley Vice President - Investment Life Actuarial
One Nationwide Plaza
Columbus, OH 43215
R. Dennis Noice Vice President Systems - Nationwide Financial Services
One Nationwide Plaza
Columbus, OH 43215
Joseph P. Rath Vice President-Office of Product and Market Compliance
One Nationwide Plaza
Columbus, OH 43215
Mark R. Thresher Vice President - Finance and Treasurer
One Nationwide Plaza
Columbus, OH 43215
</TABLE>
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<PAGE> 46
JOSEPH J. GASPER has been President and Chief Operating Officer of Nationwide
and Director since April 1996. Previously, he was Executive Vice President -
Property/Casualty Operations of Nationwide Mutual Insurance Company from April
1995 to April 1996. He was Senior Vice President - Property/Casualty Operations
of Nationwide Mutual Insurance Company from September 1993 to April 1995. Prior
to that time, Mr. Gasper held numerous positions within Nationwide.
Mr. Gasper has been with Nationwide for 32 years.
BRUCE C. BARNES has been Vice President - Technology Strategy and Planning since
May 1998. Previously, Mr. Barnes was Vice President - Information Systems from
February 1997 to May 1998. Mr. Barnes was Vice President - Life Systems from May
1996 to May 1998. Previously, he was Vice President - Investment Product Systems
from April 1995 to May 1996. Prior to that time, Mr. Barnes was Vice President -
Individual Investment Products/Common Systems from May 1994 to April 1995 and
Associate Vice President - Individual Investment Products/Common Systems from
May 1992 to May 1994. Mr. Barnes was Vice President - Information Services of
PHP Benefits Systems, Inc. from January 1987 to January 1992. Mr. Barnes has
been with Nationwide for 7 years.
A. I. BELL has been a Director of Nationwide since April, 1998. Mr. Bell has
served as a state trustee of the Ohio Farm Bureau Federation from 1991 to 1998
and as president that last four years. He oversees the Bell family farm in
Zanesville, Ohio. The farm is the hub of a multi-family swine network, in
addition to grain and beef operations. Mr. Bell has represented the Ohio Farm
Bureau at state and national level activities, and has traveled internationally
representing Ohio agriculture. In 1995, he was introduced into The Ohio State
University Department of Animal Sciences Hall of Fame.
JAMES E. BROCK has been Senior Vice President - Corporate Development since July
1997. Previously, he was Senior Vice President - Company Operations from
December 1996 to July 1997 and was also Senior Vice President - Life Company
Operations from April 1996 to July 1997. Mr. Brock was Senior Vice President -
Investment Products Operations from November 1990 to April 1996. Prior to that
time, Mr. Brock held several positions within Nationwide. Mr. Brock has been
with Nationwide for 29 years.
DENNIS W. CLICK has been Vice President - Secretary since December 1997.
Previously, he was Vice President - Assistant Secretary from December 1996 to
December 1997. Mr. Click was Vice President - Assistant Secretary from August
1994 to December 1997. Mr. Click was Associate Vice President and Assistant
Secretary from August 1989 to August 1994. Prior to that time, he held several
positions within Nationwide. Mr. Click has been with Nationwide for 38 years.
JOHN R. COOK, JR. has been Senior Vice President - Chief Communications Officer
since May 1997. Previously, Mr. Cook was Senior Vice President - Chief
Communications Officer of USAA from July 1989 to May 1997.
KENNETH D. DAVIS has been a Director of Nationwide since April 1999. Mr. Davis
has been Chairman of the Board of South Central Power Company since August 1979,
and currently oversees the Davis family farm located in Leesburg, Ohio. Mr.
Davis served as Director of the Farm Bureau Bancorp from October 1998 to March
1998. In addition, Mr. Davis has served in various officer positions with the
Ohio Farm Bureau Federation since December 1989, with his most recent position
as Trustee and President, a position he held from March 1998 to March 1999. Mr.
Davis also held officer positions with the Highland County Farm Bureau from June
1997 to September 1997, including Trustee and President from September 1984 to
September 1997.
DAVID A. DIAMOND has been Vice President - Enterprise Controller since August
1996. Previously, he was Vice President Controller from October 1993 to August
1996. Prior to that time, Mr. Diamond held several positions within Nationwide.
Mr. Diamond has been with Nationwide for 10 years.
MATTHEW S. EASLEY has been Vice President - Investment Life Actuarial since June
1998. Mr. Easley was Vice President - Marketing and Administrative Services from
December 1996 to June 1998. Mr. Easley was Vice President - Life Marketing and
Administrative Services from May 1996 to June 1998. Mr. Easley was Vice
President - Annuity and Pension Actuarial from August 1989 to May 1996. Prior to
that time, Mr. Easley held several positions within
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Nationwide. Mr. Easley has been with Nationwide for 16 years.
KEITH W. ECKEL has been a Director of Nationwide since April 1996. Mr. Eckel is
a partner of Fred W. Eckel Sons and president of Eckel Farms, Inc., in northeast
Pennsylvania. He received the Master Farmer award from Penn State University in
1982. He is a former president of the Pennsylvania Farm Bureau, a position he
held for 15 years, and the Lackawanna County Cooperative Extension Association.
Mr. Eckel has served as a board member and executive committee member of the
American Farm Bureau. He is a former vice president of the Pennsylvania Council
of Cooperative Extension Associations, and former board member of the
Pennsylvania Vegetable Grower's Association.
PHILIP C. GATH has been Senior Vice President - Chief Actuary since May 1998.
Previously, Mr. Gath was Vice President - Product Manager - Individual Variable
Annuity from July 1997 to May 1998. Mr. Gath was Vice President - Individual
Life Actuary from August 1989 to July 1997. Prior to that time, Mr. Gath held
several positions within Nationwide. Mr. Gath has been with Nationwide for 30
years.
RICHARD D. HEADLEY has been Senior Vice President - Chief Information Technology
Officer since October 1997. Previously, Mr. Headley was Chairman and Chief
Executive Officer of Banc One Services Corporation from 1992 to October 1997.
From January 1975 until 1992 Mr. Headley held several positions with Banc One
Corporation.
DONNA A. JAMES has been Senior Vice President - Human Resources since December
1997. Previously, she was Vice President - Human Resources from July 1996 to
December 1997. Prior to that time Ms. James was Vice President - Assistant to
the CEO from March 1996 to July 1996. From May 1994 to March 1996 she was
Associate Vice President - Assistant to the CEO. Prior to that time Ms. James
held several positions within Nationwide. Ms. James has been with Nationwide for
17 years.
RICHARD A. KARAS has been Senior Vice President - Sales - Financial Services
since March 1993. Previously, he was Vice President - Sales - Financial Services
from February 1989 to March 1993. Prior to that time, Mr. Karas held several
positions within Nationwide. Mr. Karas has been with Nationwide for 34 years.
DAVID O. MILLER has been a Director of Nationwide since November 1996. Mr.
Miller has been a farm owner and land developer since 1962. He is the President
of the Owen Potato Farm Inc. and is a partner of M&M Enterprises in Licking
County, Ohio. He is Chairman of the Board of the Wausau Insurance Companies and
serves on the board of directors of several companies of the Nationwide group.
He is also a director of the National Cooperative Business Association.
YVONNE L. MONTGOMERY has been a Director since April, 1998. Ms. Montgomery is
senior vice president/general manager of southern customer operations for United
States Customer Operations for Xerox Corporation. A resident of Atlanta,
Georgia, Ms. Montgomery oversees eight customer business units across the
southern United States as well as all business and marketing functions in the
regions. Ms. Montgomery joined Xerox in 1976 as a sales representative and
progressed through management positions, including Vice President - Field
Operations, and Executive Assistant to the Chairman and CEO.
R. DENNIS NOICE has been Vice President - Systems since April 1998. Previously,
he was Vice President - Retail Operations from March 1997 to April 1998. Prior
to that time, Mr. Noice was Vice President - Individual Investment Products from
October 1989 to March 1997. Prior to that time, Mr. Noice held several positions
within Nationwide. Mr. Noice has been with Nationwide for 27 years.
ROBERT A. OAKLEY has been Executive Vice President - Chief Financial Officer
since April 1995. Previously, he was Senior Vice President - Chief Financial
Officer from October 1993 to April 1995. Prior to that time, Mr. Oakley held
several positions within Nationwide. Mr. Oakley has been with Nationwide for 23
years.
RALPH M. PAIGE has been a Director of Nationwide since April 1999. Mr. Paige has
been the Executive Director of the Federation of Southern Cooperatives/Land
Assistance Fund since 1969. Mr. Paige also served as the National Field
Director/Georgia State Director from 1981 to 1984.
JOSEPH P. RATH has been Vice President - Product and Market Compliance since
April 1997. Previously, he was Vice President - Associate General Counsel from
October 1988 to April 1997. Prior to that time, Mr. Rath held
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several positions within Nationwide. Mr. Rath has been with Nationwide for 22
years.
DOUGLAS C. ROBINETTE has been Senior Vice President - Marketing and Product
Management since May 1998. Previously, Mr. Robinette was Executive Vice
President, Customer Services of Employers Insurance of Wausau (Wausau), a member
of the Nationwide group until December 1998, from September 1996 to May 1998.
Prior to that time he was Executive Vice President, Finance and Insurance
Services of Wausau from May 1995 to September 1996. From November 1994 to May
1995 Mr. Robinette was Senior Vice President, Finance and Insurance Services of
Wausau. From May 1993 to November 1994 he was Senior Vice President, Finance of
Wausau. Prior to that time, Mr. Robinette held several positions within the
Nationwide group. Mr. Robinette has been with the Nationwide group for 12 years.
MARK R. THRESHER has been Vice President - Controller since August 1996. He was
Vice President and Treasurer from November 1996 to February 1997. Previously, he
was Vice President and Treasurer from June 1996 to August 1996. Prior to joining
Nationwide, Mr. Thresher served as a partner with KPMG LLP.
SUSAN A. WOLKEN has been Senior Vice President - Life Company Operations since
June 1997. Previously, she was Senior Vice President - Enterprise Administration
from July 1996 to June 1997. Prior to that time, she was Senior Vice President -
Human Resources from April 1995 to July 1996. From September 1993 to April 1995,
Ms. Wolken was Vice President - Human Resources. From October 1989 to September
1993 she was Vice President - Individual Life and Health Operations. Ms. Wolken
has been with Nationwide for 24 years.
ROBERT J. WOODWARD, JR. has been Executive Vice President - Chief Investment
Officer since August 1995. Previously, he was Senior Vice President - Fixed
Income Investments from March 1991 to August 1995. Prior to that time, Mr.
Woodward held several positions within Nationwide. Mr. Woodward has been with
Nationwide for 34 years.
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APPENDIX A: OBJECTIVES FOR UNDERLYING MUTUAL FUNDS
The underlying mutual funds listed below are designed primarily as investment
vehicles for variable annuity contracts and variable life insurance policies
issued by insurance companies.
There is no guarantee that the investment objectives will be met.
AMERICAN CENTURY VARIABLE PORTFOLIOS, INC., A MEMBER OF THE AMERICAN CENTURY(SM)
FAMILY OF 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) Family of Investments, American Century Variable
Portfolios, Inc. is managed by American Century Investment Management, Inc.
o 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.
o 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 INCOME & GROWTH
Investment Objective: Dividend growth, current income and capital appreciation.
The Fund seeks to achieve its investment objective by investing in common
stocks. The investment manager constructs the portfolio to match the risk
characteristics of the S & P 500 Stock Index and then optimizes each portfolio
to achieve the desired balance of risk and return potential. This includes
targeting a dividend yield that exceeds that of the S & P 500 Stock Index. Such
a management technique known as "portfolio optimization" may cause the Fund to
be more heavily invested in some industries than in others. However, the Fund
may not invest more than 25% of its total assets in companies whose principal
business activities are in the same industry.
o 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 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
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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.
o 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 Policy Owners will receive
cash from the Company.)
THE DREYFUS SOCIALLY RESPONSIBLE GROWTH FUND
The Dreyfus Socially Responsible Growth Fund is an open-end, diversified,
management investment company. It was incorporated under Maryland law on July
20, 1992, and commenced operations on October 7, 1993. The Dreyfus Corporation
("Dreyfus") serves as the Fund's investment advisor. NCM Capital 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, INC.
Dreyfus Stock Index Fund, Inc. is an open-end, non-diversified, management
investment company. It was incorporated under Maryland law on January 24, 1989,
and commenced operations on September 29, 1989. Mellon Equity Associates 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 Fund offers its shares only as investment
vehicles for variable annuity and variable life insurance products of insurance
companies. 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.
o CAPITAL APPRECIATION PORTFOLIO
Investment Objective: The Portfolio's primary investment objective is to provide
long-term capital growth consistent with the preservation of capital; current
income is a secondary investment objective. This Portfolio invests primarily in
the common stocks of domestic and foreign issuers.
o 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
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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
Fidelity Variable Insurance Products Fund ("VIP") is an open-end, diversified,
management investment company organized as a Massachusetts business trust on
November 13, 1981. VIP's shares are purchased by insurance companies to fund
benefits under variable insurance and annuity policies. Fidelity Management &
Research Company ("FMR") is VIP's manager.
o VIP 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.
o VIP 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.
o VIP 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.
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o VIP 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.
FIDELITY VARIABLE INSURANCE PRODUCTS FUND II
Fidelity Variable Insurance Products Fund II ("VIP II") is an open-end,
diversified, management investment company organized as a Massachusetts business
trust on March 21, 1988. VIP II shares are purchased by insurance companies to
fund benefits under variable insurance and annuity policies. FMR is the manager
of VIP II.
o VIP II 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.
o VIP II CONTRAFUND PORTFOLIO
Investment Objective: To seek capital appreciation by investing primarily in
companies that the fund manager believes to be undervalued due to an overly
pessimistic appraisal by the public. This strategy can lead to investments in
domestic or foreign companies, small and large, many of which may not be well
known. The fund primarily invests in common stock and securities convertible
into common stock, but it has the flexibility to invest in any type of security
that may produce capital appreciation.
FIDELITY VARIABLE INSURANCE PRODUCTS FUND III
VIP III is an open-end, diversified, management investment company organized as
a Massachusetts business trust on July 14, 1994. VIP III's name was changed from
Fidelity Advisor Annuity Fund to Variable Insurance Products Fund III on
December 30, 1996. VIP III shares are purchased by insurance companies to fund
benefits under variable life insurance and annuity contracts. Fidelity
Management & Research Company ("FMR") is the manager of VIP III.
o VIP III GROWTH OPPORTUNITIES PORTFOLIO
Investment Objective: To provide capital growth by investing primarily in common
stocks and securities convertible into common stocks. The Portfolio, under
normal conditions, will invest at least 65% of its total assets in securities of
companies that FMR believes have long-term growth potential. Although the
Portfolio invests primarily in common stock and securities convertible into
common stock, it has the ability to purchase other securities, such as preferred
stock and bonds, that may produce capital growth. The Portfolio may invest in
foreign securities without limitation.
MORGAN STANLEY DEAN WITTER UNIVERSAL FUNDS, INC.
Morgan Stanley Dean Witter Universal Funds, Inc. (the "Fund") is a mutual fund
designed to provide investment vehicles for variable annuity contracts and
variable life insurance policies and for certain tax-qualified investors. The
Fund is an open-end management investment company, or mutual fund. At present it
offers 17 separate investment portfolios, each with a distinct investment
objective.
o EMERGING MARKETS DEBT PORTFOLIO
Investment Objective: The Portfolio seeks high total return by investing
primarily in dollar- and non-dollar denominated Fixed Income Securities of
government and private-sector issuers located in emerging market countries, in
order to provide a high level of current income, while at the same time holding
the potential for capital appreciation if the perceived creditworthiness of the
issuer improves due to improving economic, financial, political, social or other
conditions in the country in which the issuer is located.
NATIONWIDE SEPARATE ACCOUNT TRUST
Nationwide Separate Account Trust ("NSAT") is a diversified open-end management
investment company created under the laws of Massachusetts. NSAT offers shares
in the six separate Mutual Funds listed below, each with its own investment
objectives. Currently, shares of NSAT will be sold only to life insurance
company separate accounts to fund the benefits under variable life insurance
policies or variable annuity contracts issued by life insurance companies. The
assets of NSAT are managed
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by Nationwide Advisory Services, Inc. ("NAS"), Three Nationwide Plaza, Columbus,
Ohio 43215, a wholly-owned subsidiary of Nationwide Life Insurance Company.
o NSAT - CAPITAL APPRECIATION FUND
Investment Objective: The Capital Appreciation Fund seeks long-term capital
appreciation.
o NSAT - 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.
o NSAT - MONEY MARKET FUND
Investment Objective: The Fund seeks as high a level of current income as is
consistent with the preservation of capital and maintenance of liquidity.
o NSAT - NATIONWIDE SMALL CAP VALUE FUND
Subadviser: The Dreyfus Corporation
Investment Objective: Capital appreciation through investment in a diversified
portfolio of equity securities of companies with a median market capitalization
of approximately $1 billion. The Fund intends to pursue its investment objective
by investing, under normal market conditions, at least 75% of the Fund's total
assets in equity securities of companies whose equity market capitalizations at
the time of investment are similar to the market capitalizations of companies in
the Russell 2000 Small Stock Index. The Dreyfus Corporation, the Fund's
subadviser.
o NSAT - NATIONWIDE SMALL COMPANY FUND
Investment Objective Under normal market conditions, the Fund will invest at
least 65% of its total assets in equity securities of investment are similar to
the market capitalizations of companies in the Russell 2000 Small Stock Index.
NAS, the Fund's adviser, has contracted with a group of sub-advisers, each of
which will manage a portion of the Fund's portfolio. These sub-advisers are
Dreyfus, Neuberger Berman, LLC, Lazard Asset Management, Strong Capital
Management, Inc. and Warburg Pincus Asset Management, 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 investment styles,
NAS hopes to increase prospects for investment return and to reduce market risk
and volatility.
o NSAT - TOTAL RETURN FUND
Investment Objective: The investment objective of the Fund is to obtain a
reasonable, long-term total return on invested capital.
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.
o AMT 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.
o AMT GUARDIAN PORTFOLIO
Investment Objective: Capital appreciation and secondarily, current income. The
Portfolio and its corresponding series seek to achieve these objectives by
investing in common stocks of long-established, high-quality companies.
Neuberger & Berman Management uses a value-oriented investment approach in
selecting securities, looking for low price-to-earnings ratios, strong balance
sheets, solid management, and consistent earnings.
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o AMT LIMITED MATURITY BOND PORTFOLIO
Investment Objective: To provide the high level of current income, consistent
with low risk to principal and liquidity. As a secondary objective, it also
seeks to enhance its total return through capital appreciation when market
factors, such as falling interest rates and rising bond prices, indicate that
capital appreciation may be available without significant risk to principal. It
seeks to achieve its objectives through investments in a diversified portfolio
of limited maturity debt securities. The Portfolio invests in securities which
are at least investment grade and does not invest in junk bonds.
o AMT 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. OppenheimerFunds, Inc. is the Funds'
investment advisor.
o OPPENHEIMER BOND FUND/VA
Investment Objective: Seeks a high level of current income by investing at least
65% of its total assets in investment grade debt securities, U.S. government
securities and money market instruments. Investment grade debt securities would
include those rated in one of the four highest ranking categories by any
nationally-recognized rating organization or if unrated or split-rated (rated
investment grade and below investment grade by different rating organizations),
determined by OppenheimerFunds, Inc. to be of comparable quality. The Fund may
invest up to 35% of its total assets in debt securities rated less than
investment grade when consistent with the Fund's investment objectives. The Fund
seeks capital growth as a secondary objective when consistent with its primary
objective.
o OPPENHEIMER GLOBAL SECURITIES FUND/VA
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.
o OPPENHEIMER CAPITAL APPRECIATION FUND/VA (FORMERLY OPPENHEIMER GROWTH FUND)
Investment Objective: The Fund seeks to achieve capital appreciation by
investing in securities of well-known established companies. In seeking its
objective of capital appreciation, the Fund will emphasize investments in
securities of well-known and established companies. Such securities generally
have a history of earnings and dividends and are issued by seasoned companies
(having an operating history of at least five years including predecessors).
Current income is a secondary consideration in the selection of the Fund's
portfolio securities.
o OPPENHEIMER MULTIPLE STRATEGIES FUND/VA
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 OPPORTUNITY FUND II, INC. (FORMERLY STRONG SPECIAL FUND II, INC.)
The Strong Opportunity Fund II, Inc. is a diversified, open-end management
company commonly called a Mutual Fund. The Strong Opportunity Fund II, Inc. was
incorporated in Wisconsin and may only be purchased by the separate accounts of
insurance companies for the
50
<PAGE> 55
purpose of funding variable annuity contracts and variable life insurance
policies. Strong Capital Management Inc. is the investment advisor for the Fund.
Investment Objective: To seek capital appreciation through investments in a
diversified portfolio of equity securities.
STRONG VARIABLE INSURANCE FUNDS, INC.
Strong Variable Insurance Funds, Inc. ("Corporation") is an open-end management
investment company, commonly referred to as a Mutual Fund. Incorporated in the
State of Wisconsin, the Corporation has been authorized to issue shares of
common stock and series and classes of series of common stock. The International
Stock Fund II and The Strong Discovery Fund II, Inc. ("Funds") are offered by
the Corporation to insurance company separate accounts for the purpose of
funding variable life insurance policies and variable annuity contracts. Strong
Capital Management, Inc. is the investment advisor to the Funds.
o 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.
o 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.
o WORLDWIDE BOND FUND
Investment Objective: To seek high total return through a flexible policy of
investing globally, primarily in debt securities. The Fund does not invest in
junk bonds.
o WORLDWIDE EMERGING MARKETS FUND
Investment Objective: 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.
o WORLDWIDE HARD ASSETS FUND
Investment Objective: To seek long-term capital appreciation by investing
globally, primarily in "Hard Assets Securities." Hard assets are tangible,
finite assets, such as real estate, energy, timber, and industrial and precious
metals. Income is a secondary consideration.
VAN KAMPEN LIFE INVESTMENT TRUST
The Van Kampen 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 funds which are sold only to insurance
companies to provide funding for variable life insurance policies and variable
annuity contracts. Van Kampen Asset Management, Inc. serves as the Fund's
investment adviser.
o MORGAN STANLEY REAL ESTATE SECURITIES PORTFOLIO
Investment Objective: To seek long-term capital growth by investing in a
portfolio of securities of companies operating in the real estate industry
("Real Estate Securities"). Current income is a secondary consideration. Real
Estate Securities include equity securities, 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
51
<PAGE> 56
ownership, construction, management or sale of residential, commercial or
industrial real estate. Under normal market conditions, at least 65% of the
Fund's total assets will be invested in Real Estate Securities, primarily equity
securities of real estate investment trusts. The Fund may invest up to 25% of
its total assets in securities issued by foreign issuers, some or all of which
may also be Real Estate Securities. There can be no assurance that the Fund will
achieve its investment objective.
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 Asset
Management, Inc. ("Warburg").
o 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 Warburg 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.
o 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 a 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.
o 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.
52
<PAGE> 57
APPENDIX B: 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 0.90%. This effective rate is based on the average of the fund expenses,
after expense reimbursement, for the preceding year for all mutual fund options
available under the policy as of March 13, 1998. Some underlying mutual fund
options are subject to expense reimbursements and fee waivers. Absent expense
reimbursements and fee waivers, the annual effective rate would have been 0.95%.
Nationwide anticipates that the expense reimbursement and fee waiver
arrangements will continue past the current year. Should there be an increase or
decrease in the expense reimbursements and fee waivers of these underlying
mutual funds, such change will be reflected in the net asset value of the
corresponding underlying mutual fund.
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 Nationwide 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 Nationwide 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 Nationwide deducts a
monthly administrative charge at the beginning of each policy month. The
illustrations also reflect that Nationwide 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 Nationwide
will deduct a surrender charge from the policy's cash value for any policy
surrendered in the first fourteen years.
Upon request, Nationwide will furnish a comparable illustration based on the
proposed insureds' age, sex, smoking classification, rating classification and
premium payment requested.
53
<PAGE> 58
$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.
54
<PAGE> 59
$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
<S> <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.
55
<PAGE> 60
$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
<S> <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.
56
<PAGE> 61
$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
<S> <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.
57
<PAGE> 62
APPENDIX C: PERFORMANCE SUMMARY INFORMATION
The following performance tables display historical investment results of the
underlying mutual fund sub-accounts. 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.
58
<PAGE> 63
<TABLE>
<CAPTION>
Annual Percentage Non annualized Percentage Change Annualized Percentage Change
Change Incep- Incep-
Underlying Fund Unit 1 mo. 1 Yr. 2 Yrs. 3 Yrs. 5 Yrs. tion 3 Yrs. 5 Yrs. tion
Investment Inception Values to to to to to to to to to
Options Date** 12/31/98 1996 1997 1998 12/31/98 12/31/98 12/31/98 12/31/98 12/31/98 12/31/98 12/31/98 12/31/98 12/31/98
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
American Century 05/01/91 14.66 21.12 12.21 15.81 4.25 15.77 34.07 50.44 83.33 132.86 14.58 12.89 11.66
VP Balanced
American Century 11/20/87 8.63 31.1 -4.32 -3.26 10.67 -2.16 -5.34 -9.43 17.34 141.29 -3.25 3.25 8.25
VP Capital
Appreciation
American Century 10/30/97 10.92 NA NA NA 5.98 26.87 NA NA NA 36.76 NA NA 30.7
VP Inc & Growth
American Century 05/01/94 15.18 12.21 14.41 18.63 5.39 18.76 40.89 61.19 NA 71.82 17.25 NA 12.31
VP International
American Century 05/01/96 13.41 NA NA 26.08 -0.44 4.81 32.15 NA NA 48.38 NA NA 15.97
VP Value
Dreyfus Socially 10/06/93 18.58 34.56 21.23 28.43 7.91 29.38 66.17 101.45 175.12 195.34 26.3 22.43 22.99
Responsible
Growth
Fund
Dreyfus Stock 09/29/89 19.54 36.78 22.54 32.96 5.78 28.21 70.47 108.88 188.22 332.13 27.83 23.58 17.14
Index Fund
Dreyfus Variable 04/05/93 13.35 33.52 25.56 28.05 4.36 30.22 66.74 109.35 188.03 207.43 27.93 23.56 21.63
Investment Fund
Capital
Appreciation
Fund
Dreyfus Variable 05/02/94 12.98 61.89 20.75 16.21 4.44 11.81 29.94 56.9 NA 150.93 16.2 NA 21.82
Investment Fund
Growth &
Income Fund
Fidelity VIP 09/06/89 15.3 16.96 14.6 20.65 4.13 15.05 38.81 59.08 74.72 212.01 16.74 11.81 12.97
Fund II -
Asset Manager
Portfolio
Fidelity VIP 01/03/95 18.15 NA 21.31 24.14 12.16 29.98 61.36 95.74 NA 173.29 25.09 NA 28.64
Fund -
Contrafund
Portfolio
Fidelity VIP 10/09/86 15.43 35.09 14.28 28.11 3.12 11.63 43 63.43 136.38 419.1 17.79 18.77 14.42
Fund -
Equity Income
Portfolio
Fidelity VIP 01/03/95 13.71 NA 18.27 29.95 5.39 24.61 61.93 91.53 NA 153.81 24.19 NA 26.28
Fund III -
Growth
Opportunity
Portfolio
Fidelity VIP 10/09/86 17.99 35.36 14.71 23.48 8.54 39.49 72.24 97.57 167.39 608.3 25.48 21.74 17.37
Fund - Growth
Portfolio
Fidelity VIP 09/19/85 12.19 20.6 14.03 17.67 -0.6 -4.33 12.57 28.37 52.43 306.7 8.68 8.8 11.14
Fund -
High Income
Port
Fidelity VIP 01/28/87 13.42 9.68 13.22 11.56 2.19 12.75 25.78 42.4 58.88 167.32 12.51 9.7 8.6
Fund -
Overseas
Portfolio
Morgan Stanley 06/16/97 7.07 NA NA NA -2.33 -28.38 NA NA NA -27.82 NA NA -19.09
Emerging Markets
Debt Portfolio
Van Kampen 07/03/95 14.68 NA 40.53 21.47 1.1 -11.62 7.36 50.87 NA 63.46 14.69 NA 15.11
American
Capital
Life Real
Estate
Securities
Fund
NSAT Capital 04/15/92 20.29 29.35 26.14 34.49 5.23 29.96 74.79 120.48 182.64 227.7 30.15 23.1 19.36
Appreciation
Fund
NSAT Government 11/08/82 12.75 18.74 3.49 9.67 0.3 8.91 19.44 23.6 42.03 323.4 7.32 7.27 9.35
Bond Fund
NSAT Money 11/10/81 11.46 5.67 5.12 5.26 0.41 5.27 10.81 16.48 27.87 216.26 5.22 5.04 6.95
Market
Fund
NSAT Small 10/23/95 12.48 NA 22.83 17.35 8.03 1.01 18.53 45.59 NA 66.52 13.34 NA 17.35
Coma;ny Fund
NSAT Small 10/31/97 8.6 NA NA NA 4.63 -3.06 NA NA NA -4.63 NA NA -3.98
Cap Value
NSAT Total 11/08/82 17.49 29.09 21.84 29.43 3.46 18.07 52.82 86.2 142.95 1052.54 23.03 19.43 16.35
Return Fund
Neuberger 09/10/84 14.71 31.73 9.14 29.01 13.03 15.53 49.04 62.66 103.58 558.29 17.6 15.28 14.08
& Berman
Advisers
Management
Trust -
Growth
Portfolio
Neuberger 09/10/84 9.36 NA NA NA 4.77 31.67 NA NA NA 38.51 NA NA 32.47
& Berman
Advisers Mngmt
Trust - Lmtd
Maturity Bond
Portfolio
Neuberger 11/03/97 11.67 10.93 4.31 6.74 0.14 4.39 11.43 16.23 28.74 197.51 5.14 5.18 7.92
& Berman
Advisers
Management
Trust Guardian
Neuberger 03/22/94 15.7 36.47 29.57 31.25 2.38 4.21 36.77 77.22 NA 136.29 21.01 NA 19.73
& Berman
Advisers
Management
Trust -
Partners Port
Oppenheimer 04/30/85 12.42 17 4.8 9.25 0.41 6.8 16.69 22.28 40.29 255.51 6.94 7.01 9.73
Variable
Account Fund -
Bond Fund
Oppenheimer 11/12/90 15.13 2.24 17.8 22.43 6.05 14.1 39.7 64.56 58.61 160.49 18.06 9.66 12.49
Variable
Account Fund
- - Global
Securities
Fund
Oppenheimer 04/03/85 13.01 36.62 25.21 26.69 9.59 24 57.1 96.7 171.3 673.1 25.3 22.09 16.05
Variable
Account Fund -
Growth Fund
Oppenheimer 02/09/87 13.67 21.36 15.5 17.22 1.55 6.65 25.02 44.4 71.83 267.87 13.03 11.43 11.58
Variable
Account Fund -
Multiple
Strategies
Fund
Strong Variable 05/08/92 11.81 35.26 0.81 11.39 8.44 7.26 19.48 20.44 54.13 104.79 6.4 9.04 11.39
Insurance Fund,
Inc. -
Discovery
Fund II
Strong Variable 10/20/95 8.28 NA 10.38 -13.52 4.9 -4.78 -17.65 -9.1 NA -6.73 -3.13 NA -2.15
Insurance Fund,
Inc. -
International
Fund II
Strong Variable 05/08/92 15.34 25.82 18.15 25.45 4.64 13.54 42.44 68.3 119.37 218.98 18.95 17.01 19.07
Insurance Fund,
Inc. -
Opportunity
Fund II
Van Eck 09/01/89 12.14 17.3 2.52 2.39 1.57 12.75 15.45 18.36 37.01 85.57 5.78 6.5 6.85
Worldwide
Insurance Trust -
Worldwide
Bond Fund
Van Eck 12/27/95 5.87 NA 26.82 -11.6 0.71 -34.13 -41.77 -26.15 NA -26.89 -9.61 NA -9.83
Worldwide
Insurance Trust -
Worldwide
Emerging
Markets Fund
Van Eck Worldwide 09/01/89 6.83 10.99 18.06 -1.68 -2.34 -30.97 -32.13 -19.87 -15.32 21.38 -7.12 -3.27 2.1
Insurance Trust -
Worldwide Hard
Assets Fund
Warburg Pincus 06/30/95 10.23 NA 9.98 -2.26 0.92 5.35 2.97 13.25 NA 21.51 4.24 NA 5.73
Trust -
International
Equity
Portfolio
Warburg Pincus 09/30/96 12.27 NA NA 13.34 9.48 6.51 20.72 NA NA 17.82 NA NA 7.56
Trust -
Post Venture
Capital
Portfolio
Warburg Pincus 06/30/95 11.04 NA 13.91 15.65 7.59 -2.85 12.35 27.98 NA 60.1 8.57 NA 14.39
Trust -
Small Company
Growth
Portfolio
</TABLE>
The preceding table displays three types of total return: (1) Annual Percentage
Change; (2) Cumulative Non-Annualized Percentage Change; and (3) Average
Annualized Percentage Change. Total return shows the
59
<PAGE> 64
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 Annual Percentage Change
reflects the rate of return on an annual percentage basis during the 1995, 1996
and 1997 calendar years. The Average Annualized Percentage Change reflects the
annual percentage rate of return over 3 and 5 year periods, or from underlying
mutual fund inception. 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.
** The Performance of underlying mutual funds which have completed one or more
years in the variable account.
THE PRECEDING FUND PERFORMANCE TABLE DISPLAYS HISTORICAL INVESTMENT RESULTS
OF THE UNDERLYING MUTUAL FUNDS. THIS INFORMATION MAY BE USEFUL IN HELPING
POTENTIAL INVESTORS IN DECIDING WHICH UNDERLYING MUTUAL FUNDS 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 FUNDS ARE
NOT GUARANTEED AND WILL FLUCTUATE SO THAT A POLICY OWNER'S UNITS, WHEN
REDEEMED, MAY BE WORTH MORE OR LESS THAT THEIR ORIGINAL COST.
60
<PAGE> 65
<TABLE>
<CAPTION>
1 YEAR TO 12/31/98 2 YEARS TO 12/31/98 3 YEARS TO 12/31/98
FUND CASH CASH CASH
UNDERLYING INVESTMENT INCEPTION ACCUM SURR. ACCUM SURR. ACCUM SURR.
OPTIONS DATE** VALUE VALUE VALUE VALUE VALUE VALUE
<S> <C> <C> <C> <C> <C> <C> <C>
American Century VP 05/01/91 $ 20,343 $ 9,507 $ 43,610 $ 32,774 $ 69,368 $ 58,531
Balanced
American Century VP 11/20/87 $ 17,114 $ 6,278 $ 33,463 $ 22,626 $ 48,878 $ 38,042
Capital Appreciation
American Century VP 10/30/97 $ 22,312 $ 11,475 $ 0 $ 0 $ 0 $ 0
Income and Growth
American Century VP 05/01/94 $ 20,905 $ 10,068 $ 45,395 $ 34,559 $ 73,017 $ 62,181
International
American Century VP 05/01/96 $ 18,389 $ 7,553 $ 41,353 $ 30,516 $ 0 $ 0
Value
Dreyfus Socially 10/06/93 $ 22,751 $ 11,915 $ 51,660 $ 40,823 $ 86,253 $ 75,417
Responsible Growth Fund
Dreyfus Stock Index Fund 09/29/89 $ 22,550 $ 11,714 $ 52,228 $ 41,391 $ 88,103 $ 77,266
Dreyfus Variable 04/05/93 $ 22,918 $ 12,081 $ 51,939 $ 41,102 $ 87,914 $ 77,077
Investment Fund Capital
Appreciation Fund
Dreyfus Variable 05/02/94 $ 19,622 $ 8,785 $ 42,168 $ 31,332 $ 69,112 $ 58,275
Investment Fund Growth
& Income Fund
Fidelity VIP Fund II - 09/06/89 $ 20,205 $ 9,369 $ 44,313 $ 33,477 $ 71,568 $ 60,732
Asset Manager Portfolio
Fidelity VIP Fund II - 01/03/95 $ 22,851 $ 12,014 $ 50,890 $ 40,054 $ 84,474 $ 73,638
Contrafund Portfolio
Fidelity VIP Fund - 10/09/86 $ 19,599 $ 8,762 $ 44,464 $ 33,627 $ 72,473 $ 61,637
Equity Income Portfolio
Fidelity VIP Fund III - 01/03/95 $ 21,898 $ 11,061 $ 50,061 $ 39,225 $ 82,902 $ 72,065
Growth Opportunity
Portfolio
Fidelity VIP Fund - 10/09/86 $ 24,549 $ 13,713 $ 54,490 $ 43,653 $ 88,382 $ 77,545
Growth Portfolio
Fidelity VIP Fund - 09/19/85 $ 16,771 $ 5,934 $ 36,304 $ 25,467 $ 58,295 $ 47,458
High Income Portfolio
Fidelity VIP Fund - 01/28/87 $ 19,817 $ 8,980 $ 41,653 $ 30,817 $ 66,042 $ 55,205
Overseas Portfolio
Morgan Stanley Emerging 06/16/97 $ 12,483 $ 1,646 $ 0 $ 0 $ 0 $ 0
Markets Debt Portfolio
Van Kampen American 07/03/95 $ 15,450 $ 4,613 $ 34,068 $ 23,231 $ 59,972 $ 49,136
Capital Life Investment
Trust Stanley Real
Estate Securities
Portfolio
NSAT Capital 04/15/92 $ 22,867 $ 12,030 $ 53,299 $ 42,462 $ 91,194 $ 80,357
Appreciation Fund
NSAT Government Bond 11/08/82 $ 19,120 $ 8,284 $ 39,814 $ 28,977 $ 60,908 $ 50,071
Fund
NSAT Money Market Fund 11/10/81 $ 18,471 $ 7,635 $ 37,659 $ 26,822 $ 57,554 $ 46,718
NSAT Small Company Fund 10/23/95 $ 17,696 $ 6,859 $ 38,260 $ 27,423 $ 63,256 $ 52,419
NSAT Small Cap Value 10/31/97 $ 16,965 $ 6,129 $ 0 $ 0 $ 0 $ 0
Fund
NSAT Total Return Fund 11/08/82 $ 20,750 $ 9,913 $ 47,339 $ 36,502 $ 79,302 $ 68,465
Neuberger & Berman 09/10/84 $ 20,268 $ 9,431 $ 46,195 $ 35,358 $ 74,045 $ 63,209
Advisers Management
Trust Growth Portfolio
Neuberger & Berman 09/10/84 $ 23,215 $ 12,378 $ 0 $ 0 $ 0 $ 0
Advisers Management
Trust - Limited
Maturity Bond Portfolio
Neuberger & Berman 11/03/97 $ 18,316 $ 7,480 $ 37,616 $ 26,780 $ 57,458 $ 46,622
Advisers Management
Trust - Guardian
Neuberger & Berman 03/22/94 $ 18,276 $ 7,439 $ 42,069 $ 31,232 $ 72,530 $ 61,693
Advisers Management
Trust - Partners
Portfolio
Oppenheimer Variable 04/30/85 $ 18,746 $ 7,909 $ 38,961 $ 28,124 $ 59,839 $ 49,003
Account Fund - Bond Fund
Oppenheimer Variable 11/12/90 $ 20,037 $ 9,201 $ 44,324 $ 33,488 $ 72,547 $ 61,710
Account Fund - Global
Securities Fund
Oppenheimer Variable 04/03/85 $ 21,790 $ 10,953 $ 49,113 $ 38,277 $ 82,910 $ 72,074
Account Fund - Growth
Fund
Oppenheimer Variable 02/09/87 $ 18,715 $ 7,878 $ 40,414 $ 29,578 $ 65,154 $ 54,318
Account Fund - Multiple
Strategies Fund
Strong Variable 05/08/92 $ 18,806 $ 7,970 $ 39,513 $ 28,676 $ 60,046 $ 49,209
Insurance Fund, Inc. -
Discovery Fund II
Strong Variable 10/20/95 $ 16,699 $ 5,862 $ 30,932 $ 20,096 $ 46,471 $ 35,635
Insurance Fund, Inc. -
International Fund II
Strong Variable 05/08/92 $ 19,944 $ 9,108 $ 44,697 $ 33,860 $ 73,560 $ 62,723
Insurance Fund, Inc. -
Opportunity Fund II
</TABLE>
<TABLE>
<CAPTION>
5 YEARS TO 12/31/98 YEARS TO 12/31/98 INCEPTION TO 12/31/98
CASH CASH
UNDERLYING INVESTMENT ACCUM SURR. ACCUM SURR.
OPTIONS VALUE VALUE VALUE VALUE
<S> <C> <C> <C> <C>
American Century VP $130,778 $121,025 $ 0 $ 0
Balanced
American Century VP $ 88,428 $ 78,676 $223,672 $216,628
Capital Appreciation
American Century VP $ 0 $ 0 $ 0 $ 0
Income and Growth
American Century VP $ 0 $ 0 $ 0 $ 0
International
American Century VP $ 0 $ 0 $ 0 $ 0
Value
Dreyfus Socially $178,399 $168,646 $ 0 $ 0
Responsible Growth Fund
Dreyfus Stock Index Fund $184,975 $175,222 $ 0 $ 0
Dreyfus Variable $183,677 $173,924 $ 0 $ 0
Investment Fund Capital
Appreciation Fund
Dreyfus Variable $ 0 $ 0 $ 0 $ 0
Investment Fund Growth
& Income Fund
Fidelity VIP Fund II - $132,078 $122,325 $ 0 $ 0
Asset Manager Portfolio
Fidelity VIP Fund II - $ 0 $ 0 $ 0 $ 0
Contrafund Portfolio
Fidelity VIP Fund - $149,591 $139,838 $444,518 $437,474
Equity Income Portfolio
Fidelity VIP Fund III - $ 0 $ 0 $ 0 $ 0
Growth Opportunity
Portfolio
Fidelity VIP Fund - $178,545 $168,792 $535,936 $528,892
Growth Portfolio
Fidelity VIP Fund - $109,901 $100,148 $319,617 $312,573
High Income Portfolio
Fidelity VIP Fund - $118,863 $109,110 $293,200 $286,157
Overseas Portfolio
Morgan Stanley Emerging $ 0 $ 0 $ 0 $ 0
Markets Debt Portfolio
Van Kampen American $ 0 $ 0 $ 0 $ 0
Capital Life Investment
Trust Stanley Real
Estate Securities
Portfolio
NSAT Capital $186,896 $177,143 $ 0 $ 0
Appreciation Fund
NSAT Government Bond $109,275 $ 99,522 $264,962 $257,918
Fund
NSAT Money Market Fund $ 99,494 $ 89,741 $215,618 $208,575
NSAT Small Company Fund $ 0 $ 0 $ 0 $ 0
NSAT Small Cap Value $ 0 $ 0 $ 0 $ 0
Fund
NSAT Total Return Fund $160,783 $151,030 $443,304 $436,260
Neuberger & Berman $144,383 $134,630 $371,102 $364,058
Advisers Management
Trust Growth Portfolio
Neuberger & Berman $ 0 $ 0 $ 0 $ 0
Advisers Management
Trust - Limited
Maturity Bond Portfolio
Neuberger & Berman $100,550 $ 90,797 $228,771 $221,727
Advisers Management
Trust - Guardian
Neuberger & Berman $ 0 $ 0 $ 0 $ 0
Advisers Management
Trust - Partners
Portfolio
Oppenheimer Variable $107,299 $ 97,546 $264,083 $257,039
Account Fund - Bond Fund
Oppenheimer Variable $127,251 $117,498 $ 0 $ 0
Account Fund - Global
Securities Fund
Oppenheimer Variable $174,058 $164,305 $479,842 $472,799
Account Fund - Growth
Fund
Oppenheimer Variable $123,469 $113,716 $317,349 $310,305
Account Fund - Multiple
Strategies Fund
Strong Variable $113,257 $103,504 $ 0 $ 0
Insurance Fund, Inc. -
Discovery Fund II
Strong Variable $ 0 $ 0 $ 0 $ 0
Insurance Fund, Inc. -
International Fund II
Strong Variable $146,163 $136,410 $ 0 $ 0
Insurance Fund, Inc. -
Opportunity Fund II
</TABLE>
61
<PAGE> 66
<TABLE>
<CAPTION>
1 YEAR TO 2 YEARS TO 3 YEARS TO 5 YEARS TO 10 YEARS TO INCEPTION
12/31/98 12/31/98 12/31/98 12/31/98 12/31/98 TO 12/31/98
FUND CASH CASH CASH CASH CASH
UNDERLYING INVESTMENT INCEPTION ACCUM SURR. ACCUM SURR. ACCUM SURR. ACCUM SURR. ACCUM SURR.
OPTIONS DATE** VALUE VALUE VALUE VALUE VALUE VALUE VALUE VALUE VALUE VALUE
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Van Eck Worldwide 09/01/89 $19,800 $ 8,963 $39,768 $28,931 $59,952 $49,115 $106,126 $ 96,373 $ 0 $ 0
Insurance Trust -
Worldwide Bond Fund
Van Eck Worldwide 12/27/95 $11,425 $ 588 $21,498 $10,661 $34,145 $23,309 $ 0 $ 0 $ 0 $ 0
Insurance Trust -
Worldwide Emerging
Markets Fund
Van Eck Worldwide 09/01/89 $12,016 $ 1,179 $23,744 $12,907 $37,465 $26,629 $ 66,467 $ 56,714 $ 0 $ 0
Insurance Trust -
Worldwide Hard Assets
Fund
Warburg Pincus Trust - 06/30/95 $18,508 $ 7,671 $36,354 $25,517 $55,729 $44,892 $ 0 $ 0 $ 0 $ 0
International Equity
Portfolio
</TABLE>
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 monthly 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
Nationwide 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.
62
<PAGE> 67
<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,
1998, and the related statements of operations and changes in contract owners'
equity for each of the years in the three year period then ended. These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these 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. Our procedures include
confirmation of securities owned as of December 31, 1998, 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 referred to above present fairly,
in all material respects, the financial position of Nationwide VLI Separate
Account-2 as of December 31, 1998, and the results of its operations and its
changes in contract owners' equity for each of the years in the three year
period then ended in conformity with generally accepted accounting principles.
KPMG LLP
Columbus, Ohio
February 5, 1999
<PAGE> 2
NATIONWIDE VLI SEPARATE ACCOUNT-2
STATEMENT OF ASSETS, LIABILITIES AND CONTRACT OWNERS' EQUITY
DECEMBER 31, 1998
<TABLE>
<CAPTION>
ASSETS:
<S> <C>
Investments at market value:
American Century VP - American Century VP Balanced (ACVPBal)
667,058 shares (cost $5,343,930) ...................................... $ 5,563,263
American Century VP - American Century VP Capital Appreciation (ACVPCapAp)
1,285,611 shares (cost $13,112,689) ................................... 11,596,209
American Century VP - American Century VP Income & Growth (ACVPIncGr)
227,927 shares (cost $1,413,839) ...................................... 1,545,347
American Century VP - American Century VP International (ACVPInt)
1,806,789 shares (cost $13,291,133) ................................... 13,767,730
American Century VP - American Century VP Value (ACVPValue)
403,199 shares (cost $2,677,987) ...................................... 2,713,527
The Dreyfus Socially Responsible Growth Fund, Inc. (DrySRGro)
388,872 shares (cost $11,240,402) ..................................... 12,086,156
Dreyfus Stock Index Fund (DryStkIx)
2,430,963 shares (cost $68,540,273) ................................... 79,054,923
Dreyfus VIF - Capital Appreciation Portfolio (DryCapAp)
129,312 shares (cost $4,499,999) ...................................... 4,669,456
Dreyfus VIF - Growth and Income Portfolio (DryGrInc)
97,841 shares (cost $2,176,879) ....................................... 2,214,133
Fidelity VIP - Equity-Income Portfolio (FidVIPEI)
3,288,235 shares (cost $68,688,982) ................................... 83,586,925
Fidelity VIP - Growth Portfolio (FidVIPGr)
2,610,901 shares (cost $98,245,877) ................................... 117,151,133
Fidelity VIP - High Income Portfolio (FidVIPHI)
2,372,894 shares (cost $29,208,547) ................................... 27,359,471
Fidelity VIP - Overseas Portfolio (FidVIPOv)
1,108,508 shares (cost $21,869,861) ................................... 22,225,589
Fidelity VIP-II - Asset Manager Portfolio (FidVIPAM)
1,776,182 shares (cost $27,388,181) ................................... 32,255,471
Fidelity VIP-II - Contrafund Portfolio (FidVIPCon)
2,039,961 shares (cost $38,346,102) ................................... 49,856,648
Fidelity VIP-III - Growth Opportunities Portfolio (FidVIPGrOp)
257,373 shares (cost $5,282,575) ...................................... 5,888,693
Morgan Stanley - Emerging Markets Debt Portfolio (MSEmMkt)
55,772 shares (cost $371,601) ......................................... 340,210
Nationwide SAT - Capital Appreciation Fund (NSATCapAp)
1,553,137 shares (cost $38,080,554) ................................... 41,297,903
Nationwide SAT - Government Bond Fund (NSATGvtBd)
1,202,610 shares (cost $14,267,240) ................................... 14,058,510
Nationwide SAT - Money Market Fund (NSATMyMkt)
44,571,880 shares (cost $44,571,880) .................................. 44,571,880
Nationwide SAT - Small Cap Value Fund (NSATSmCapV)
88,617 shares (cost $809,334) ......................................... 840,976
</TABLE>
<PAGE> 3
<TABLE>
<S> <C>
Nationwide SAT - Small Company Fund (NSATSmCo)
1,093,214 shares (cost $17,223,078) ............................ 17,502,348
Nationwide SAT - Total Return Fund (NSATTotRe)
5,388,073 shares (cost $83,326,583) ............................ 99,140,546
Neuberger &Berman AMT - Growth Portfolio (NBAMTGro)
932,473 shares (cost $22,947,521) .............................. 24,514,709
Neuberger & Berman AMT - Guardian Portfolio (NBAMTGuard)
62,015 shares (cost $804,621) .................................. 858,282
Neuberger &Berman AMT - Limited Maturity Bond Portfolio (NBAMTLMat)
363,249 shares (cost $5,022,473) ............................... 5,020,101
Neuberger &Berman AMT - Partners Portfolio (NBAMTPart)
1,847,861 shares (cost $36,287,150) ............................ 34,980,006
Oppenheimer VAF - Bond Fund (OppBdFd)
1,003,501 shares (cost $12,261,046) ............................ 12,363,132
Oppenheimer VAF - Global Securities Fund (OppGlSec)
957,560 shares (cost $18,773,976) .............................. 21,133,338
Oppenheimer VAF - Growth Fund (OppGro)
164,365 shares (cost $5,914,563) ............................... 6,027,268
Oppenheimer VAF - Multiple Strategies Fund (OppMult)
833,758 shares (cost $13,141,814) .............................. 14,215,574
Strong Opportunity Fund II, Inc. (StOpp2)
1,429,116 shares (cost $27,438,063) ............................ 31,040,403
Strong VIF - Strong Discovery Fund II (StDisc2)
656,556 shares (cost $8,140,634) ............................... 8,351,399
Strong VIF - Strong International Stock Fund II (StIntStk2)
226,407 shares (cost $2,171,645) ............................... 1,987,856
Van Eck WIT - Worldwide Bond Fund (VEWrldBd)
288,886 shares (cost $3,540,727) ............................... 3,547,526
Van Eck WIT - Worldwide Emerging Markets Fund (VEWrldEMkt)
260,082 shares (cost $1,743,623) ............................... 1,851,783
Van Eck WIT - Worldwide Hard Assets Fund (VEWrldHAs)
448,922 shares (cost $4,172,279) ............................... 4,130,087
Van Kampen American Capital LIT -
Morgan Stanley Real Estate Securities Portfolio (VKMSRESec)
475,308 shares (cost $7,366,326) ............................... 6,540,232
Warburg Pincus Trust - International Equity Portfolio (WPIntEq)
845,293 shares (cost $9,714,262) ............................... 9,289,767
Warburg Pincus Trust - Post Venture Capital Portfolio (WPPVenCap)
93,442 shares (cost $1,035,844) ................................ 1,100,743
Warburg Pincus Trust - Small Company Growth Portfolio (WPSmCoGr)
948,154 shares (cost $15,361,244) .............................. 15,179,948
------------
Total investments ........................................... 891,419,201
Accounts receivable .................................................. 2,737,278
------------
Total assets ................................................ 894,156,479
ACCOUNTS PAYABLE ........................................................ -
------------
CONTRACT OWNERS' EQUITY (NOTE 7) ........................................ $894,156,479
============
</TABLE>
See accompanying notes to financial statements.
<PAGE> 4
NATIONWIDE VLI SEPARATE ACCOUNT-2
STATEMENT OF OPERATIONS AND CHANGES IN CONTRACT OWNERS' EQUITY
Years Ended December 31, 1998, 1997 and 1996
<TABLE>
<CAPTION>
Total ACVPBal
-------------------------------------- ---------------------
1998 1997 1996 1998 1997
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
Investment activity:
Reinvested dividends ........... $ 11,649,564 9,547,366 6,387,808 73,602 32,123
Mortality and expense charges
(note 3) ..................... (6,238,523) (4,642,993) (2,983,466) (38,972) (27,654)
------------- ------------ ------------ ---------- ---------
Net investment activity ........ 5,411,041 4,904,373 3,404,342 34,630 4,469
------------- ------------ ------------ ---------- ---------
Proceeds from mutual fund
shares sold .................. 760,513,313 443,749,426 275,979,207 1,247,480 2,604,070
Cost of mutual funds sold ...... (729,684,314) (409,583,997) (266,008,543) (1,152,261) (2,212,633)
------------- ------------ ------------ ---------- ---------
Realized gain (loss) on
investments ................ 30,828,999 34,165,429 9,970,664 95,219 391,437
Change in unrealized gain (loss)
on investments ............... 26,818,372 31,280,650 12,175,328 37,264 (79,247)
------------- ------------ ------------ ---------- ---------
Net gain (loss) on investments . 57,647,371 65,446,079 22,145,992 132,483 312,190
------------- ------------ ------------ ---------- ---------
Reinvested capital gains ....... 43,742,310 19,594,720 10,584,883 456,397 126,772
------------- ------------ ------------ ---------- ---------
Net change in contract
owners' equity resulting
from operations .......... 106,800,722 89,945,172 36,135,217 623,510 443,431
------------- ------------ ------------ ---------- ---------
Equity transactions:
Purchase payments received
from contract owners ......... 213,764,519 218,381,791 174,104,282 617,960 560,697
Transfers between funds ........ -- -- -- 1,045,491 402,250
Surrenders ..................... (20,881,099) (11,960,967) (6,124,049) (139,847) (201,818)
Death benefits (note 4) ........ (1,636,729) (664,672) (730,700) (12,665) (18,479)
Policy loans (net of repayments)
(note 5) ..................... (15,272,227) (9,898,715) (6,468,023) (97,880) (62,819)
Deductions for surrender charges
(note 2d) .................... (2,374,941) (1,603,674) (721,263) (16,788) (27,058)
Redemptions to pay cost of
insurance charges and
administration charges
(notes 2b and 2c) ............ (44,274,845) (34,553,252) (24,075,896) (164,907) (31,708)
Deductions for asset charges
(note 3) .................... (556,243) (227,535) (20,037) (3,475) (1,282)
------------- ------------ ------------ ---------- ---------
Net equity transactions .... 128,768,435 159,472,976 135,964,314 1,227,889 619,783
------------- ------------ ------------ ---------- ---------
Net change in contract
owners' equity ............... 235,569,157 249,418,148 172,099,531 1,851,399 1,063,214
Contract owners' equity
beginning of period .......... 658,587,322 409,169,174 237,069,643 3,711,460 2,648,246
------------- ------------ ------------ ---------- ---------
Contract owners' equity
end of period ................ $ 894,156,479 658,587,322 409,169,174 5,562,859 3,711,460
============= =========== =========== ========= =========
</TABLE>
<TABLE>
<CAPTION>
ACVPBal ACVPCapAp
----------- -----------------------------------------
1996 1998 1997 1996
---- ---- ---- ----
<S> <C> <C> <C> <C>
Investment activity:
Reinvested dividends ........... 37,120 -- -- --
Mortality and expense charges
(note 3) ..................... (19,284) (82,384) (104,781) (103,669)
----------- ----------- ----------- -----------
Net investment activity ........ 17,836 (82,384) (104,781) (103,669)
Proceeds from mutual fund
shares sold .................. 308,084 5,476,348 32,724,781 29,396,492
Cost of mutual funds sold ...... (253,217) (6,203,432) (32,719,977) (28,812,207)
Realized gain (loss) on
investments ................ 54,867 (727,084) 4,804 584,285
Change in unrealized gain (loss)
on investments ............... 104,799 (95,403) (649,578) (2,360,038)
----------- ----------- ----------- -----------
Net gain (loss) on investments . 159,666 (822,487) (644,774) (1,775,753)
----------- ----------- ----------- -----------
Reinvested capital gains ....... 48,770 626,545 235,181 1,326,118
----------- ----------- ----------- -----------
Net change in contract
owners' equity resulting
from operations .......... 226,272 (278,326) (514,374) (553,304)
----------- ----------- ----------- -----------
Equity transactions:
Purchase payments received
from contract owners ......... 293,943 2,567,119 2,396,050 1,943,037
Transfers between funds ........ 705,211 (1,460,314) (731,351) 854,921
Surrenders ..................... (50,854) (537,440) (294,647) (333,226)
Death benefits (note 4) ........ (142) (1,791) (279) (6,887)
Policy loans (net of repayments)
(note 5) ..................... (33,101) (208,014) (317,723) (76,974)
Deductions for surrender charges
(note 2d) .................... (5,989) (63,643) (39,505) (39,246)
Redemptions to pay cost of
insurance charges and
administration charges
(notes 2b and 2c) ............ (15,745) (533,669) (354,495) (285,952)
Deductions for asset charges
(note 3) .................... (130) (7,346) (4,187) (587)
----------- ----------- ----------- -----------
Net equity transactions .... 893,193 (245,098) 653,863 2,055,086
----------- ----------- ----------- -----------
Net change in contract
owners' equity ............... 1,119,465 (523,424) 139,489 1,501,782
Contract owners' equity
beginning of period .......... 1,528,781 12,118,077 11,978,588 10,476,806
----------- ----------- ----------- -----------
Contract owners' equity
end of period ................ 2,648,246 11,594,653 12,118,077 11,978,588
=========== =========== =========== ===========
</TABLE>
<PAGE> 5
NATIONWIDE VLI SEPARATE ACCOUNT-2
STATEMENT OF OPERATIONS AND CHANGES IN CONTRACT OWNERS' EQUITY
Years Ended December 31, 1998, 1997 and 1996
<TABLE>
<CAPTION>
ACVPIncGr ACVPInt
------------------------------------------ --------------------------
1998 1997 1996 1998 1997
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
Investment activity:
Reinvested dividends ........... $ 7,293 -- -- 48,574 39,611
Mortality and expense charges
(note 3) ..................... (7,590) -- -- (100,304) (43,589)
---------- ------------ ------------ ----------- -----------
Net investment activity ........ (297) -- -- (51,730) (3,978)
---------- ------------ ------------ ----------- -----------
Proceeds from mutual fund
shares sold .................. 579,403 -- -- 26,953,998 12,528,472
Cost of mutual funds sold ...... (585,659) -- -- (26,717,868) (11,671,277)
---------- ------------ ------------ ----------- -----------
Realized gain (loss) on
investments ................ (6,256) -- -- 236,130 857,195
Change in unrealized gain (loss)
on investments ............... 131,508 -- -- 538,699 (221,309)
---------- ------------ ------------ ----------- -----------
Net gain (loss) on investments . 125,252 -- -- 774,829 635,886
---------- ------------ ------------ ----------- -----------
Reinvested capital gains ....... -- -- -- 498,647 76,392
---------- ------------ ------------ ----------- -----------
Net change in contract
owners' equity resulting
from operations .......... 124,955 -- -- 1,221,746 708,300
---------- ------------ ------------ ----------- -----------
Equity transactions:
Purchase payments received
from contract owners ......... 115,227 -- -- 1,075,296 827,281
Transfers between funds ........ 1,333,797 -- -- 5,394,451 1,897,413
Surrenders ..................... (9,343) -- -- (91,333) (37,650)
Death benefits (note 4) ........ (1) -- -- (11,988) --
Policy loans (net of repayments)
(note 5) ..................... (3,122) -- -- (25,253) (123,364)
Deductions for surrender charges
(note 2d) .................... (970) -- -- (7,357) (5,048)
Redemptions to pay cost of
insurance charges and
administration charges
(notes 2b and 2c) ............ (14,226) -- -- (371,602) (116,507)
Deductions for asset charges
(note 3) .................... (677) -- -- (8,943) (2,276)
---------- ------------ ------------ ----------- -----------
Net equity transactions .... 1,420,685 -- -- 5,953,271 2,439,849
---------- ------------ ------------ ----------- -----------
Net change in contract
owners' equity ............... 1,545,640 -- -- 7,175,017 3,148,149
Contract owners' equity
beginning of period .......... -- -- -- 6,586,196 3,438,047
---------- ------------ ------------ ----------- -----------
Contract owners' equity
end of period ................ $1,545,640 -- -- 13,761,213 6,586,196
========== ============ ============ =========== ===========
</TABLE>
<TABLE>
<CAPTION>
ACVPInt ACVPValue
----------- --------------------------------------
1996 1998 1997 1996
---- ---- ---- ----
<S> <C> <C> <C> <C>
Investment activity:
Reinvested dividends ............... 27,668 14,238 1,245 --
Mortality and expense charges
(note 3) ......................... (20,991) (19,998) (7,498) (42)
---------- ---------- ---------- ----------
Net investment activity ............ 6,677 (5,760) (6,253) (42)
---------- ---------- ---------- ---------
Proceeds from mutual fund
shares sold ...................... 2,744,824 3,978,821 2,118,031 --
Cost of mutual funds sold .......... (2,625,412) (4,072,379) (1,966,550) --
---------- ---------- ---------- ---------
Realized gain (loss) on
investments .................... 119,412 (93,558) 151,481 --
Change in unrealized gain (loss)
on investments ................... 131,744 7,367 28,166 (54)
---------- ---------- ---------- ----------
Net gain (loss) on investments ..... 251,156 (86,191) 179,647 (54)
---------- ---------- ---------- ----------
Reinvested capital gains ........... 9,222 169,984 2,540 --
---------- ---------- ---------- ----------
Net change in contract
owners' equity resulting
from operations .............. 267,055 78,033 175,934 (96)
---------- ---------- ---------- ----------
Equity transactions:
Purchase payments received
from contract owners ............. 440,016 402,104 111,600 64
Transfers between funds ............ 1,731,900 705,143 1,429,037 9,189
Surrenders ......................... (30,514) (64,948) (4,196) (19)
Death benefits (note 4) ............ -- (2) -- --
Policy loans (net of repayments)
(note 5) ......................... (14,420) (39,222) (2,706) --
Deductions for surrender charges
(note 2d) ........................ (3,594) (5,005) (563) (2)
Redemptions to pay cost of
insurance charges and
administration charges
(notes 2b and 2c) ................ (60,957) (76,187) (2,525) (7)
Deductions for asset charges
(note 3) ........................ (168) (1,783) (593) --
---------- ---------- ---------- ----------
Net equity transactions ........ 2,062,263 920,100 1,530,054 9,225
---------- ---------- ---------- ----------
Net change in contract
owners' equity ................... 2,329,318 998,133 1,705,988 9,129
Contract owners' equity
beginning of period .............. 1,108,729 1,715,117 9,129 --
---------- ---------- ---------- ----------
Contract owners' equity
end of period .................... 3,438,047 2,713,250 1,715,117 9,129
========== ========== ========== ==========
</TABLE>
<PAGE> 6
NATIONWIDE VLI SEPARATE ACCOUNT-2
STATEMENT OF OPERATIONS AND CHANGES IN CONTRACT OWNERS' EQUITY
YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996
<TABLE>
<CAPTION>
DrySRGro DryStkix
----------------------------------------- ----------------------------------------
1998 1997 1996 1998 1997 1996
---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Investment activity:
Reinvested dividends ........... $ 18,491 24,764 6,374 840,788 488,743 212,732
Mortality and expense charges
(note 3) ..................... (76,955) (44,201) (18,622) (508,329) (258,618) (93,077)
------------ ----------- ----------- ----------- ----------- -----------
Net investment activity ........ (58,464) (19,437) (12,248) 332,459 230,125 119,655
------------ ----------- ----------- ----------- ----------- -----------
Proceeds from mutual fund
shares sold .................. 30,530,607 6,036,906 3,195,875 34,044,658 12,995,115 4,656,338
Cost of mutual funds sold ...... (29,068,944) (5,411,329) (2,863,782) (26,882,152) (10,012,154) (3,763,242)
------------ ----------- ----------- ----------- ----------- -----------
Realized gain (loss) on
investments ................ 1,461,663 625,577 332,093 7,162,506 2,982,961 893,096
Change in unrealized gain (loss)
on investments ............... 619,023 301,151 (119,764) 6,892,116 2,734,985 553,288
------------ ----------- ----------- ----------- ----------- -----------
Net gain (loss) on investments . 2,080,686 926,728 212,329 14,054,622 5,717,946 1,446,384
------------ ----------- ----------- ----------- ----------- -----------
Reinvested capital gains ....... 429,304 192,785 114,244 156,109 1,196,951 240,306
------------ ----------- ----------- ----------- ----------- -----------
Net change in contract
owners' equity resulting
from operations .......... 2,451,526 1,100,076 314,325 14,543,190 7,145,022 1,806,345
------------ ----------- ----------- ----------- ----------- -----------
Equity transactions:
Purchase payments received
from contract owners ......... 2,646,682 1,226,366 387,401 8,792,308 6,007,824 2,423,394
Transfers between funds ........ 1,547,337 2,303,963 1,261,823 15,454,943 16,661,441 7,060,289
Surrenders ..................... (808,738) (145,994) (23,790) (489,388) (380,643) (115,515)
Death benefits (note 4) ........ (3,645) (6,412) (126) (395,851) (33,328) (2,844)
Policy loans (net of repayments)
(note 5) ..................... (431,011) (107,480) (35,903) (500,204) (210,457) (108,558)
Deductions for surrender charges
(note 2d) .................... (101,807) (19,574) (2,802) (44,357) (51,035) (13,605)
Redemptions to pay cost of
insurance charges and
administration charges
(notes 2b and 2c) ............ (448,348) (82,935) (34,935) (2,263,707) (618,664) (240,014)
Deductions for asset charges
(note 3) .................... (6,861) (2,493) (144) (45,324) (15,198) (758)
------------ ----------- ----------- ----------- ----------- -----------
Net equity transactions .... 2,393,609 3,165,441 1,551,524 20,508,420 21,359,940 9,002,389
------------ ----------- ----------- ----------- ----------- -----------
Net change in contract
owners' equity ............... 4,845,135 4,265,517 1,865,849 35,051,610 28,504,962 10,808,734
Contract owners' equity
beginning of period .......... 7,215,240 2,949,723 1,083,874 43,989,896 15,484,934 4,676,200
------------ ----------- ----------- ----------- ----------- -----------
Contract owners' equity
end of period ................ $ 12,060,375 7,215,240 2,949,723 79,041,506 43,989,896 15,484,934
============ ========= ========= ========== ========== ==========
</TABLE>
<TABLE>
<CAPTION>
DryCapAp
------------------------------------
1998 1997 1996
---- ---- ----
<S> <C> <C> <C>
Investment activity:
Reinvested dividends ........... 24,846 4,780 --
Mortality and expense charges
(note 3) ..................... (27,124) (1,877) --
----------- ----------- -----
Net investment activity ........ (2,278) 2,903 --
----------- ----------- -----
Proceeds from mutual fund
shares sold .................. 20,319,146 3,153,711 --
Cost of mutual funds sold ...... (19,666,415) (3,172,025) --
----------- ----------- -----
Realized gain (loss) on
investments ................ 652,731 (18,314) --
Change in unrealized gain (loss)
on investments ............... 173,020 (3,579) --
----------- ----------- -----
Net gain (loss) on investments . 825,751 (21,893) --
----------- ----------- -----
Reinvested capital gains ....... 1,151 400 --
----------- ----------- -----
Net change in contract
owners' equity resulting
from operations .......... 824,624 (18,590) --
----------- ----------- -----
Equity transactions:
Purchase payments received
from contract owners ......... 502,552 26,933 --
Transfers between funds ........ 3,058,005 425,397 --
Surrenders ..................... (44,456) (1,058) --
Death benefits (note 4) ........ (4) -- --
Policy loans (net of repayments)
(note 5) ..................... (18,317) (33) --
Deductions for surrender charges
(note 2d) .................... (5,020) (142) --
Redemptions to pay cost of
insurance charges and
administration charges
(notes 2b and 2c) ............ (77,478) (762) --
Deductions for asset charges
(note 3) .................... (2,418) (149) --
----------- ----------- -----
Net equity transactions .... 3,412,864 450,186 --
----------- ----------- -----
Net change in contract
owners' equity ............... 4,237,488 431,596 --
Contract owners' equity
beginning of period .......... 431,596 -- --
----------- ----------- -----
Contract owners' equity
end of period ................ 4,669,084 431,596 --
========= ======= =====
</TABLE>
<PAGE> 7
NATIONWIDE VLI SEPARATE ACCOUNT-2
STATEMENT OF OPERATIONS AND CHANGES IN CONTRACT OWNERS' EQUITY
Years Ended December 31, 1998, 1997 and 1996
<TABLE>
<CAPTION>
DryGrinc FidVIPEI
------------------------------------------- -------------------------------------------
1998 1997 1996 1998 1997 1996
---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Investment activity:
Reinvested dividends ........... $ 17,968 8,082 -- 997,915 783,723 46,329
Mortality and expense charges
(note 3) ..................... (15,042) (5,230) -- (614,949) (498,094) (338,519)
----------- ------------ ------------ ------------ ------------ ------------
Net investment activity ........ 2,926 2,852 -- 382,966 285,629 (292,190)
----------- ------------ ------------ ------------ ------------ ------------
Proceeds from mutual fund
shares sold .................. 2,469,056 2,254,831 -- 6,996,930 6,293,311 6,728,246
Cost of mutual funds sold ...... (2,437,658) (2,197,145) -- (4,750,633) (4,356,281) (5,352,183)
----------- ------------ ------------ ------------ ------------ ------------
Realized gain (loss) on
investments ................ 31,398 57,686 -- 2,246,297 1,937,030 1,376,063
Change in unrealized gain (loss)
on investments ............... 115,375 (78,166) -- 1,497,328 7,168,421 2,155,544
----------- ------------ ------------ ------------ ------------ ------------
Net gain (loss) on investments . 146,773 (20,480) -- 3,743,625 9,105,451 3,531,607
----------- ------------ ------------ ------------ ------------ ------------
Reinvested capital gains ....... 29,897 70,270 -- 3,551,403 3,940,387 1,328,108
----------- ------------ ------------ ------------ ------------ ------------
Net change in contract
owners' equity resulting
from operations .......... 179,596 52,642 -- 7,677,994 13,331,467 4,567,525
----------- ------------ ------------ ------------ ------------ ------------
Equity transactions:
Purchase payments received
from contract owners ......... 1,960,370 186,196 -- 10,207,531 11,073,470 8,100,500
Transfers between funds ........ 533,213 972,727 -- 2,383,113 7,046,924 8,008,996
Surrenders ..................... (701,730) (2,948) -- (904,020) (1,110,322) (532,338)
Death benefits (note 4) ........ (2) -- -- (80,375) (73,247) (146,188)
Policy loans (net of repayments)
(note 5) ..................... (801,908) (3,749) -- (597,978) (781,383) (504,548)
Deductions for surrender charges
(note 2d) .................... (90,325) (395) -- (83,892) (148,867) (62,696)
Redemptions to pay cost of
insurance charges and
administration charges
(notes 2b and 2c) ............ (66,760) (1,204) -- (4,711,838) (4,404,162) (3,117,070)
Deductions for asset charges
(note 3) .................... (1,341) (416) -- (54,830) (24,090) (2,195)
----------- ------------ ------------ ------------ ------------ ------------
Net equity transactions .... 831,517 1,150,211 -- 6,157,711 11,578,323 11,744,461
----------- ------------ ------------ ------------ ------------ ------------
Net change in contract
owners' equity ............... 1,011,113 1,202,853 -- 13,835,705 24,909,790 16,311,986
Contract owners' equity
beginning of period .......... 1,202,853 -- -- 69,728,573 44,818,783 28,506,797
----------- ------------ ------------ ------------ ------------ ------------
Contract owners' equity
end of period ................ $ 2,213,966 1,202,853 -- 83,564,278 69,728,573 44,818,783
=========== ============ ============ =========== ========== ===========
</TABLE>
<TABLE>
<CAPTION>
FidVIPGr
---------------------------------------------
1998 1997 1996
---- ---- ----
<S> <C> <C> <C>
Investment activity:
Reinvested dividends ........... 398,089 370,457 95,668
Mortality and expense charges
(note 3) ..................... (759,610) (560,322) (401,774)
------------ ------------ ------------
Net investment activity ........ (361,521) (189,865) (306,106)
------------ ------------ ------------
Proceeds from mutual fund
shares sold .................. 85,473,779 46,683,280 40,156,823
Cost of mutual funds sold ...... (75,903,979) (40,913,295) (40,192,712)
------------ ------------ ------------
Realized gain (loss) on
investments ................ 9,569,800 5,769,985 (35,889)
Change in unrealized gain (loss)
on investments ............... 10,952,975 5,352,235 2,985,844
------------ ------------ ------------
Net gain (loss) on investments . 20,522,775 11,122,220 2,949,955
------------ ------------ ------------
Reinvested capital gains ....... 10,413,177 1,658,235 2,415,616
------------ ------------ ------------
Net change in contract
owners' equity resulting
from operations .......... 30,574,431 12,590,590 5,059,465
------------ ------------ ------------
Equity transactions:
Purchase payments received
from contract owners ......... 11,800,595 12,214,633 9,003,984
Transfers between funds ........ 6,611,922 1,631,518 10,555,655
Surrenders ..................... (1,541,170) (1,311,193) (794,363)
Death benefits (note 4) ........ (54,733) (86,298) (141,589)
Policy loans (net of repayments)
(note 5) ..................... (593,726) (970,109) (722,540)
Deductions for surrender charges
(note 2d) .................... (161,482) (175,799) (93,557)
Redemptions to pay cost of
insurance charges and
administration charges
(notes 2b and 2c) ............ (4,387,847) (2,800,521) (2,100,258)
Deductions for asset charges
(note 3) .................... (67,729) (25,899) (2,639)
------------ ------------ ------------
Net equity transactions .... 11,605,830 8,476,332 15,704,693
------------ ------------ ------------
Net change in contract
owners' equity ............... 42,180,261 21,066,922 20,764,158
Contract owners' equity
beginning of period .......... 74,962,498 53,895,576 33,131,418
------------ ------------ ------------
Contract owners' equity
end of period ................ 117,142,759 74,962,498 53,895,576
=========== ========== ============
</TABLE>
(Continued)
<PAGE> 8
NATIONWIDE VLI SEPARATE ACCOUNT-2
STATEMENT OF OPERATIONS AND CHANGES IN CONTRACT OWNERS' EQUITY
Years Ended December 31, 1998, 1997 and 1996
<TABLE>
<CAPTION>
FidVIPHI FidVIPOv
--------------------------- ----------------------------------------
1998 1997 1996 1998 1997
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
Investment activity:
Reinvested dividends ......................... $ 1,930,736 1,246,428 778,006 372,727 285,975
Mortality and expense charges
(note 3) ................................... (211,621) (183,573) (124,686) (167,806) (153,477)
------------ ----------- ----------- ----------- -----------
Net investment activity ...................... 1,719,115 1,062,855 653,320 204,921 132,498
------------ ----------- ----------- ----------- -----------
Proceeds from mutual fund
shares sold ................................ 16,168,581 10,300,446 8,573,109 23,614,905 13,404,627
Cost of mutual funds sold .................... $(16,734,695) (9,520,272) (8,171,739) (22,518,443) (11,354,404)
------------ ----------- ----------- ----------- -----------
Realized gain (loss) on
investments .............................. (566,114) 780,174 401,370 1,096,462 2,050,223
Change in unrealized gain (loss)
on investments ............................. (3,958,695) 1,203,652 323,859 2,343 (1,243,832)
------------ ----------- ----------- ----------- -----------
Net gain (loss) on investments ............... (4,524,809) 1,983,826 725,229 1,098,805 806,391
------------ ----------- ----------- ----------- -----------
Reinvested capital gains ..................... 1,226,822 154,053 152,219 1,098,564 1,135,234
------------ ----------- ----------- ----------- -----------
Net change in contract
owners' equity resulting
from operations ........................ (1,578,872) 3,200,734 1,530,768 2,402,290 2,074,123
------------ ----------- ----------- ----------- -----------
Equity transactions:
Purchase payments received
from contract owners ....................... 5,333,328 6,155,268 3,975,355 3,170,855 3,466,918
Transfers between funds ...................... 1,830,834 2,316,320 3,971,432 (323,986) (393,971)
Surrenders ................................... (481,342) (255,542) (197,286) (367,369) (496,949)
Death benefits (note 4) ...................... (9,509) (22,399) (47,017) (33,198) (56,932)
Policy loans (net of repayments)
(note 5) ................................... (379,699) (282,232) (141,523) (393,533) (309,770)
Deductions for surrender charges
(note 2d) .................................. (54,547) (34,262) (23,236) (41,687) (66,629)
Redemptions to pay cost of
insurance charges and
administration charges
(notes 2b and 2c) .......................... (2,449,174) (2,961,119) (1,967,104) (1,268,155) (1,319,172)
Deductions for asset charges
(note 3) .................................. (18,869) (8,693) (835) (14,962) (6,596)
------------ ----------- ----------- ----------- -----------
Net equity transactions .................. 3,771,022 4,907,341 5,569,786 727,965 816,899
------------ ----------- ----------- ----------- -----------
Net change in contract
owners' equity ............................. 2,192,150 8,108,075 7,100,554 3,130,255 2,891,022
Contract owners' equity
beginning of period ........................ 25,162,314 17,054,239 9,953,685 19,093,154 16,202,132
------------ ----------- ----------- ----------- -----------
Contract owners' equity
end of period .............................. $ 27,354,464 25,162,314 17,054,239 22,223,409 19,093,154
============ =========== =========== =========== ===========
</TABLE>
<TABLE>
<CAPTION>
FidVIPOv FidVIPAM
----------- -----------------------------------------
1996 1998 1997 1996
---- ---- ---- ----
<S> <C> <C> <C> <C>
Investment activity:
Reinvested dividends ........... 145,650 894,977 787,310 678,218
Mortality and expense charges
(note 3) ..................... (127,996) (239,207) (219,940) (188,497)
----------- ----------- ----------- -----------
Net investment activity ........ 17,654 655,770 567,370 489,721
----------- ----------- ----------- -----------
Proceeds from mutual fund
shares sold .................. 5,292,727 3,554,904 2,514,749 2,233,648
Cost of mutual funds sold ...... (4,778,968) (2,948,897) (2,201,452) (2,187,742)
----------- ----------- ----------- -----------
Realized gain (loss) on
investments ................ 513,759 606,007 313,297 45,906
Change in unrealized gain (loss)
on investments ............... 921,192 28,492 1,651,903 1,506,448
----------- ----------- ----------- -----------
Net gain (loss) on investments . 1,434,951 634,499 1,965,200 1,552,354
----------- ----------- ----------- -----------
Reinvested capital gains ....... 160,215 2,684,931 1,974,948 559,232
----------- ----------- ----------- -----------
Net change in contract
owners' equity resulting
from operations .......... 1,612,820 3,975,200 4,507,518 2,601,307
----------- ----------- ----------- -----------
Equity transactions:
Purchase payments received
from contract owners ......... 3,165,767 2,483,246 2,672,468 2,754,552
Transfers between funds ........ 1,580,583 115,769 284,292 (571,349)
Surrenders ..................... (251,317) (1,327,378) (659,510) (268,409)
Death benefits (note 4) ........ (4,564) (17,947) (43,658) (13,007)
Policy loans (net of repayments)
(note 5) ..................... (278,183) (195,419) (323,969) (349,545)
Deductions for surrender charges
(note 2d) .................... (29,599) (149,118) (88,424) (31,612)
Redemptions to pay cost of
insurance charges and
administration charges
(notes 2b and 2c) ............ (1,115,155) (874,287) (389,701) (319,982)
Deductions for asset charges
(note 3) .................... (793) (21,328) (9,765) (1,093)
----------- ----------- ----------- -----------
Net equity transactions .... 3,066,739 13,538 1,441,733 1,199,555
----------- ----------- ----------- -----------
Net change in contract
owners' equity ............... 4,679,559 3,988,738 5,949,251 3,800,862
Contract owners' equity
beginning of period .......... 11,522,573 28,264,549 22,315,298 18,514,436
----------- ----------- ----------- -----------
Contract owners' equity
end of period ................ 16,202,132 32,253,287 28,264,549 22,315,298
=========== =========== =========== ===========
</TABLE>
<PAGE> 9
NATIONWIDE VLI SEPARATE ACCOUNT-2
STATEMENT OF OPERATIONS AND CHANGES IN CONTRACT OWNERS' EQUITY
Years Ended December 31, 1998, 1997 and 1996
<TABLE>
<CAPTION>
FidVIPCon FidVIPGrOp
------------------------------------------------ ---------------------------------------
1998 1997 1996 1998 1997 1996
------------ ------------ ------------ ------------ ------------ -------
<S> <C> <C> <C> <C> <C> <C>
Investment activity:
Reinvested dividends ............. $ 208,958 131,312 -- 20,203 -- --
Mortality and expense charges
(note 3) ....................... (316,241) (184,659) (75,488) (35,749) (4,822) --
------------ ------------ ------------ ------------ ------------ -------
Net investment activity ........ (107,283) (53,347) (75,488) (15,546) (4,822) --
------------ ------------ ------------ ------------ ------------ -------
Proceeds from mutual fund
shares sold .................... 5,270,262 2,972,056 1,863,525 6,596,939 1,418,908 --
Cost of mutual funds sold ........ (3,518,595) (2,266,444) (1,717,849) (6,370,749) (1,383,237) --
------------ ------------ ------------ ------------ ------------ -------
Realized gain (loss) on
investments .................. 1,751,667 705,612 145,676 226,190 35,671 --
Change in unrealized gain (loss)
on investments ................. 6,821,820 3,432,249 1,232,338 577,416 28,661 --
------------ ------------ ------------ ------------ ------------ -------
Net gain (loss) on investments . 8,573,487 4,137,861 1,378,014 803,606 64,332 --
------------ ------------ ------------ ------------ ------------ -------
Reinvested capital gains ......... 1,537,336 347,039 28,665 70,230 -- --
------------ ------------ ------------ ------------ ------------ -------
Net change in contract
owners' equity resulting
from operations ............ 10,003,540 4,431,553 1,331,191 858,290 59,510 --
------------ ------------ ------------ ------------ ------------ -------
Equity transactions:
Purchase payments received
from contract owners ........... 7,814,633 4,330,090 2,045,437 3,299,608 43,645 --
Transfers between funds .......... 7,442,220 7,341,211 7,865,892 3,732,648 1,013,974 --
Surrenders ....................... (1,418,496) (274,806) (71,750) (1,598,688) (2,852) --
Death benefits (note 4) .......... (122,001) (39,015) (2,305) (9,225) -- --
Policy loans (net of repayments)
(note 5) ......................... (1,095,851) (292,640) (45,090) (1,157,827) (2,231) --
Deductions for surrender charges
(note 2d) ...................... (175,050) (36,845) (8,450) (205,666) (382) --
Redemptions to pay cost of
insurance charges and
administration charges
(notes 2b and 2c) .............. (1,378,370) (300,404) (148,335) (136,692) (2,262) --
Deductions for asset charges
(note 3) ......................... (28,197) (9,953) (669) (3,187) (383) --
------------ ------------ ------------ ------------ ------------ -------
Net equity transactions ...... 11,038,888 10,717,638 9,634,730 3,920,971 1,049,509 --
------------ ------------ ------------ ------------ ------------ -------
Net change in contract
owners' equity ................. 21,042,428 15,149,191 10,965,921 4,779,261 1,109,019 --
Contract owners' equity
beginning of period ............ 28,807,807 13,658,616 2,692,695 1,109,019 -- --
------------ ------------ ------------ ------------ ------------ -------
Contract owners' equity
end of period .................. $ 49,850,235 28,807,807 13,658,616 5,888,280 1,109,019 --
============ ============ ============ ============ ============ =======
</TABLE>
<TABLE>
<CAPTION>
MSEmMkt
-----------------------------------------------
1998 1997 1996
------------ ------------ ------------
<S> <C> <C> <C>
Investment activity:
Reinvested dividends ............. 37,885 11,378 --
Mortality and expense charges
(note 3) ....................... (2,400) (1,095) --
------------ ------------ ------------
Net investment activity ........ 35,485 10,283 --
------------ ------------ ------------
Proceeds from mutual fund
shares sold .................... 2,208,004 1,348,011 --
Cost of mutual funds sold ........ (2,302,818) (1,367,276) --
------------ ------------ ------------
Realized gain (loss) on
investments .................. (94,814) (19,265) --
Change in unrealized gain (loss)
on investments ................. (33,784) 2,383 --
------------ ------------ ------------
Net gain (loss) on investments . (128,598) (16,882) --
------------ ------------ ------------
Reinvested capital gains ......... -- 4,938 --
------------ ------------ ------------
Net change in contract
owners' equity resulting
from operations ............ (93,113) (1,661) --
------------ ------------ ------------
Equity transactions:
Purchase payments received
from contract owners ........... 398,199 10,188 --
Transfers between funds .......... 133,381 247,359 --
Surrenders ....................... (214,691) (617) --
Death benefits (note 4) .......... (9) -- --
Policy loans (net of repayments)
(note 5) ......................... (92,787) (2,742) --
Deductions for surrender charges
(note 2d) ...................... (27,689) (83) --
Redemptions to pay cost of
insurance charges and
administration charges
(notes 2b and 2c) .............. (14,797) (471) --
Deductions for asset charges
(note 3) ......................... (214) (87) --
------------ ------------ ------------
Net equity transactions ...... 181,393 253,547 --
------------ ------------ ------------
Net change in contract
owners' equity ................. 88,280 251,886 --
Contract owners' equity
beginning of period ............ 251,886 -- --
------------ ------------ ------------
Contract owners' equity
end of period .................. 340,166 251,886 --
============ ============ ============
</TABLE>
(continued)
<PAGE> 10
NATIONWIDE VLI SEPARATE ACCOUNT-2
STATEMENT OF OPERATIONS AND CHANGES IN CONTRACT OWNERS' EQUITY
Years Ended December 31, 1998, 1997 and 1996
<TABLE>
<CAPTION>
NSATCapAp NSATGvtBd
------------------------------------------ --------------------------------------------
1998 1997 1996 1998 1997 1996
<S> <C> <C> <C> <C> <C> <C>
Investment activity:
Reinvested dividends ................ $ 246,198 157,773 73,189 635,908 492,781 350,275
Mortality and expense charges
(note 3) .......................... (258,178) (130,365) (51,198) (111,282) (68,282) (55,348)
------------ ------------ ------------ ------------ ------------ ------------
Net investment activity ........... (11,980) 27,408 21,991 524,626 424,499 294,927
------------ ------------ ------------ ------------ ------------ ------------
Proceeds from mutual fund
shares sold ....................... 41,145,976 22,800,149 4,082,806 43,945,372 10,818,170 1,915,031
Cost of mutual funds sold ........... (37,562,739) (19,539,881) (3,277,635) (43,540,184) (10,417,945) (1,819,552)
------------ ------------ ------------ ------------ ------------ ------------
Realized gain (loss) on
investments ..................... 3,583,237 3,260,268 805,171 405,188 400,225 95,479
Change in unrealized gain (loss)
on investments .................... 2,897,785 41,944 (2,277) (159,490) (140,391) (232,150)
------------ ------------ ------------ ------------ ------------ ------------
Net gain (loss) on investments .... 6,481,022 3,302,212 802,894 245,698 259,834 (136,671)
------------ ------------ ------------ ------------ ------------ ------------
Reinvested capital gains ............ 1,139,693 463,551 234,567 67,018 -- --
------------ ------------ ------------ ------------ ------------ ------------
Net change in contract
owners' equity resulting
from operations ............... 7,608,735 3,793,171 1,059,452 837,342 684,333 158,256
------------ ------------ ------------ ------------ ------------ ------------
Equity transactions:
Purchase payments received
from contract owners .............. 4,921,929 2,643,340 912,101 1,866,413 1,870,588 1,418,942
Transfers between funds ............. 9,212,515 8,096,052 3,597,889 3,757,206 1,527,412 960,557
Surrenders .......................... (339,981) (225,077) (86,470) (140,551) (132,876) (70,278)
Death benefits (note 4) ............. (12,217) (5,534) (4,969) (50,211) (6,196) (173)
Policy loans (net of repayments)
(note 5) ............................ (247,383) (353,707) (21,622) (220,482) (245,452) (210,723)
Deductions for surrender charges
(note 2d) ......................... (30,979) (30,177) (10,184) (15,200) (17,815) (8,277)
Redemptions to pay cost of
insurance charges and
administration charges
(notes 2b and 2c) ................. (1,558,711) (385,883) (80,008) (989,812) (1,333,897) (876,800)
Deductions for asset charges (note 3) (23,020) (7,515) (403) (9,922) (3,117) (327)
------------ ------------ ------------ ------------ ------------ ------------
Net equity transactions ......... 11,922,153 9,731,499 4,306,334 4,197,441 1,658,647 1,212,921
------------ ------------ ------------ ------------ ------------ ------------
Net change in contract
owners' equity .................... 19,530,888 13,524,670 5,365,786 5,034,783 2,342,980 1,371,177
Contract owners' equity
beginning of period ............... 21,752,456 8,227,786 2,862,000 9,022,990 6,680,010 5,308,833
------------ ------------ ------------ ------------ ------------ ------------
Contract owners' equity
end of period ..................... $ 41,283,344 21,752,456 8,227,786 14,057,773 9,022,990 6,680,010
============ ============ ============ ============ ============ ============
</TABLE>
<TABLE>
<CAPTION>
NSATMyMkt
--------------------------------------------
1998 1997 1996
<S> <C> <C> <C>
Investment activity:
Reinvested dividends ................ 2,517,296 2,001,810 1,504,594
Mortality and expense charges
(note 3) .......................... (414,977) (359,665) (292,093)
------------ ------------ ------------
Net investment activity ........... 2,102,319 1,642,145 1,212,501
------------ ------------ ------------
Proceeds from mutual fund
shares sold ....................... 213,040,345 122,915,553 94,947,088
Cost of mutual funds sold ........... (213,040,345) (122,915,553) (94,947,088)
------------ ------------ ------------
Realized gain (loss) on
investments ..................... -- -- --
Change in unrealized gain (loss)
on investments .................... -- -- --
------------ ------------ ------------
Net gain (loss) on investments .... -- -- --
------------ ------------ ------------
Reinvested capital gains ............ -- -- --
------------ ------------ ------------
Net change in contract
owners' equity resulting
from operations ............... 2,102,319 1,642,145 1,212,501
------------ ------------ ------------
Equity transactions:
Purchase payments received
from contract owners .............. 87,844,599 117,478,803 109,975,355
Transfers between funds ............. (81,357,019) (103,571,498) (89,998,126)
Surrenders .......................... (1,151,432) (2,413,548) (1,011,391)
Death benefits (note 4) ............. (5,841) (37,820) (89,256)
Policy loans (net of repayments)
(note 5) ............................ (233,125) (1,758,491) (2,054,004)
Deductions for surrender charges
(note 2d) ......................... (117,086) (323,598) (119,117)
Redemptions to pay cost of
insurance charges and
administration charges
(notes 2b and 2c) ................. (3,968,229) (4,837,509) (4,633,914)
Deductions for asset charges (note 3) (37,000) (15,353) (1,874)
------------ ------------ ------------
Net equity transactions ......... 974,867 4,520,986 12,067,673
------------ ------------ ------------
Net change in contract
owners' equity .................... 3,077,186 6,163,131 13,280,174
Contract owners' equity
beginning of period ............... 44,437,799 38,274,668 24,994,494
------------ ------------ ------------
Contract owners' equity
end of period ..................... 47,514,985 44,437,799 38,274,668
============ ============ ============
</TABLE>
<PAGE> 11
NATIONWIDE VLI SEPARATE ACCOUNT-2
STATEMENT OF OPERATIONS AND CHANGES IN CONTRACT OWNERS' EQUITY
Years Ended December 31, 1998, 1997 and 1996
<TABLE>
<CAPTION>
NSATSmCapV NSATSmCo
---------------------------------- -----------------------------------------
1998 1997 1996 1998 1997 1996
----------- ---------- -------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
Investment activity:
Reinvested dividends ............. $ -- -- -- -- -- 13,336
Mortality and expense charges
(note 3) ....................... (3,508) -- -- (115,584) (251,559) (205,531)
----------- ---------- -------- ----------- ----------- -----------
Net investment activity ........ (3,508) -- -- (115,584) (251,559) (192,195)
----------- ---------- -------- ----------- ----------- -----------
Proceeds from mutual fund
shares sold .................... 1,549,129 -- -- 12,262,712 16,417,304 5,132,176
Cost of mutual funds sold ........ (1,489,413) -- -- (13,098,101) (14,437,205) (4,970,227)
----------- ---------- -------- ----------- ----------- -----------
Realized gain (loss) on
investments .................. 59,716 -- -- (835,389) 1,980,099 161,949
Change in unrealized gain (loss)
on investments ................. 31,642 -- -- 1,062,670 (943,075) 154,021
----------- ---------- -------- ----------- ----------- -----------
Net gain (loss) on investments . 91,358 -- -- 227,281 1,037,024 315,970
----------- ---------- -------- ----------- ----------- -----------
Reinvested capital gains ......... -- -- -- -- 371,914 32,269
----------- ---------- -------- ----------- ----------- -----------
Net change in contract
owners' equity resulting
from operations ............ 87,850 -- -- 111,697 1,157,379 156,044
----------- ---------- -------- ----------- ----------- -----------
Equity transactions:
Purchase payments received
from contract owners ........... 495,836 -- -- 2,534,601 2,031,832 885,089
Transfers between funds .......... 742,114 -- -- 2,008,259 5,027,832 4,719,727
Surrenders ....................... (342,834) -- -- (175,480) (161,763) (120,346)
Death benefits (note 4) .......... (1) -- -- (24,329) (40,234) --
Policy loans (net of repayments)
(note 5) ........................ (92,219) -- -- (112,094) (171,323) (16,070)
Deductions for surrender charges
(note 2d) ...................... (44,169) -- -- (19,078) (21,689) (14,174)
Redemptions to pay cost of
insurance charges and
administration charges
(notes 2b and 2c) .............. (5,642) -- -- (497,764) (47,754) (45,634)
Deductions for asset charges
(note 3) ...................... (313) -- -- (10,306) (4,726) (2,163)
----------- ---------- -------- ----------- ----------- -----------
Net equity transactions ...... 752,772 -- -- 3,703,809 6,612,175 5,406,429
----------- ---------- -------- ----------- ----------- -----------
Net change in contract
owners' equity ................. 840,622 -- -- 3,815,506 7,769,554 5,562,473
Contract owners' equity
beginning of period ............ -- -- -- 13,679,771 5,910,217 347,744
----------- ---------- -------- ----------- ----------- -----------
Contract owners' equity
end of period .................. $ 840,622 -- -- 17,495,277 13,679,771 5,910,217
=========== ========== ======== =========== =========== ===========
</TABLE>
<TABLE>
<CAPTION>
NSATTotRe
-----------------------------------------
1998 1997 1996
----------- ----------- -----------
<S> <C> <C> <C>
Investment activity:
Reinvested dividends ............. 923,892 906,286 619,079
Mortality and expense charges
(note 3) ....................... (673,496) (342,466) (121,638)
----------- ----------- -----------
Net investment activity ........ 250,396 563,820 497,441
----------- ----------- -----------
Proceeds from mutual fund
shares sold .................... 17,758,523 7,806,204 3,735,825
Cost of mutual funds sold ........ (10,907,631) (5,268,505) (2,818,736)
----------- ----------- -----------
Realized gain (loss) on
investments .................. 6,850,892 2,537,699 917,089
Change in unrealized gain (loss)
on investments ................. 2,647,189 8,597,412 2,952,680
----------- ----------- -----------
Net gain (loss) on investments . 9,498,081 11,135,111 3,869,769
----------- ----------- -----------
Reinvested capital gains ......... 3,859,922 2,381,668 1,608,453
----------- ----------- -----------
Net change in contract
owners' equity resulting
from operations ............ 13,608,399 14,080,599 5,975,663
----------- ----------- -----------
Equity transactions:
Purchase payments received
from contract owners ........... 18,994,728 21,089,542 12,792,421
Transfers between funds .......... 6,079,393 12,507,830 10,467,352
Surrenders ....................... (1,330,528) (993,966) (370,512)
Death benefits (note 4) .......... (120,757) (73,080) (155,928)
Policy loans (net of repayments)
(note 5) ........................ (809,785) (1,397,247) (479,238)
Deductions for surrender charges
(note 2d) ...................... (122,860) (133,267) (43,637)
Redemptions to pay cost of
insurance charges and
administration charges
(notes 2b and 2c) .............. (11,763,303) (12,793,173) (8,037,584)
Deductions for asset charges
(note 3) ...................... (60,051) (25,787) (202)
----------- ----------- -----------
Net equity transactions ...... 10,866,837 18,180,852 14,172,672
----------- ----------- -----------
Net change in contract
owners' equity ................. 24,475,236 32,261,451 20,148,335
Contract owners' equity
beginning of period ............ 74,640,126 42,378,675 22,230,340
----------- ----------- -----------
Contract owners' equity
end of period .................. 99,115,362 74,640,126 42,378,675
=========== =========== ===========
</TABLE>
(Continued)
<PAGE> 12
NATIONWIDE VLI SEPARATE ACCOUNT-2
STATEMENT OF OPERATIONS AND CHANGES IN CONTRACT OWNERS' EQUITY
Years Ended December 31, 1998, 1997 and 1996
<TABLE>
<CAPTION>
NBAMTGro NBAMTGuard
-------------------------------------------- -------------------------------------
1998 1997 1996 1998 1997 1996
------------ ------------ ------------ ------------ -------- --------
<S> <C> <C> <C> <C> <C> <C>
Investment activity:
Reinvested dividends ............. $ -- -- 3,554 -- -- --
Mortality and expense charges
(note 3) ....................... (153,887) (131,622) (100,683) (4,780) -- --
------------ ------------ ------------ ------------ -------- --------
Net investment activity ........ (153,887) (131,622) (97,129) (4,780) -- --
------------ ------------ ------------ ------------ -------- --------
Proceeds from mutual fund
shares sold .................... 28,296,554 11,391,328 9,167,114 1,186,919 -- --
Cost of mutual funds sold ........ (30,054,251) (10,218,717) (8,250,417) (1,243,303) -- --
------------ ------------ ------------ ------------ -------- --------
Realized gain (loss) on
investments .................. (1,757,697) 1,172,611 916,697 (56,384) -- --
Change in unrealized gain (loss)
on investments ................. 273,491 1,144,227 (851,158) 53,662 -- --
------------ ------------ ------------ ------------ -------- --------
Net gain (loss) on investments . (1,484,206) 2,316,838 65,539 (2,722) -- --
------------ ------------ ------------ ------------ -------- --------
Reinvested capital gains ......... 4,778,935 1,172,597 831,750 -- -- --
------------ ------------ ------------ ------------ -------- --------
Net change in contract
owners' equity resulting
from operations ............ 3,140,842 3,357,813 800,160 (7,502) -- --
------------ ------------ ------------ ------------ -------- --------
Equity transactions:
Purchase payments received
from contract owners ........... 3,124,257 2,009,831 1,703,348 149,649 -- --
Transfers between funds .......... 3,739,437 498,211 1,821,036 831,617 -- --
Surrenders ....................... (1,015,843) (419,539) (351,632) (64,538) -- --
Death benefits (note 4)........... (13,565) (7,880) (88,967) (1) -- --
Policy loans (net of repayments)
(note 5) ......................... (1,132,396) (305,567) (67,474) (25,325) -- --
Deductions for surrender charges
(note 2d) ...................... (120,721) (56,250) (41,414) (8,207) -- --
Redemptions to pay cost of
insurance charges and
administration charges
(notes 2b and 2c) .............. (741,732) (249,631) (134,631) (17,066) -- --
Deductions for asset charges
(note 3) ......................... (13,721) (6,062) (623) (426) -- --
------------ ------------ ------------ ------------ -------- --------
Net equity transactions ...... 3,825,716 1,463,113 2,839,643 865,703 -- --
------------ ------------ ------------ ------------ -------- --------
Net change in contract
owners' equity ................. 6,966,558 4,820,926 3,639,803 858,201 -- --
Contract owners' equity
beginning of period ............ 17,545,164 12,724,238 9,084,435 -- -- --
------------ ------------ ------------ ------------ -------- --------
Contract owners' equity
end of period .................. $ 24,511,722 17,545,164 12,724,238 858,201 -- --
============ ============ ============ ============ ======== ========
</TABLE>
<TABLE>
<CAPTION>
NBAMTLMat
----------------------------------------------
1998 1997 1996
------------ ------------ ------------
<S> <C> <C> <C>
Investment activity:
Reinvested dividends ............. 365,591 166,562 269,872
Mortality and expense charges
(note 3) ....................... (42,729) (37,669) (27,176)
------------ ------------ ------------
Net investment activity ........ 322,862 128,893 242,696
------------ ------------ ------------
Proceeds from mutual fund
shares sold .................... 3,525,682 1,060,839 1,636,406
Cost of mutual funds sold ........ (3,557,763) (1,087,427) (1,665,764)
------------ ------------ ------------
Realized gain (loss) on
investments .................. (32,081) (26,588) (29,358)
Change in unrealized gain (loss)
on investments ................. (88,989) 99,993 (133,639)
------------ ------------ ------------
Net gain (loss) on investments . (121,070) 73,405 (162,997)
------------ ------------ ------------
Reinvested capital gains ......... -- -- --
------------ ------------ ------------
Net change in contract
owners' equity resulting
from operations ............ 201,792 202,298 79,699
------------ ------------ ------------
Equity transactions:
Purchase payments received
from contract owners ........... 1,227,568 568,335 346,310
Transfers between funds .......... (1,104,263) 2,560,467 (538,197)
Surrenders ....................... (340,366) (49,744) (119,696)
Death benefits (note 4)........... (168,478) (6,820) --
Policy loans (net of repayments)
(note 5) ......................... (490,348) (50,416) (37,533)
Deductions for surrender charges
(note 2d) ...................... (43,208) (6,669) (14,097)
Redemptions to pay cost of
insurance charges and
administration charges
(notes 2b and 2c) .............. (151,014) (95,419) (59,859)
Deductions for asset charges
(note 3) ......................... (3,810) (2,035) (136)
------------ ------------ ------------
Net equity transactions ...... (1,073,919) 2,917,699 (423,208)
------------ ------------ ------------
Net change in contract
owners' equity ................. (872,127) 3,119,997 (343,509)
Contract owners' equity
beginning of period ............ 5,891,455 2,771,458 3,114,967
------------ ------------ ------------
Contract owners' equity
end of period .................. 5,019,328 5,891,455 2,771,458
============ ============ ============
</TABLE>
<PAGE> 13
NATIONWIDE VLI SEPARATE ACCOUNT-2
STATEMENT OF OPERATIONS AND CHANGES IN CONTRACT OWNERS' EQUITY
Years Ended December 31, 1998, 1997 and 1996
<TABLE>
<CAPTION>
NBAMTPart OppBdFd
------------------------------------------- --------------------------------------------
1998 1997 1996 1998 1997 1996
------------ ------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
Investment activity:
Reinvested dividends ............. $ 123,869 38,636 10,660 177,251 444,589 303,136
Mortality and expense charges
(note 3) ....................... (254,428) (171,233) (62,373) (91,564) (64,328) (46,310)
------------ ------------ ------------ ------------ ------------ ------------
Net investment activity ........ (130,559) (132,597) (51,713) 85,687 380,261 256,826
------------ ------------ ------------ ------------ ------------ ------------
Proceeds from mutual fund
shares sold .................... 16,262,946 14,044,895 3,866,535 25,959,216 6,493,858 965,110
Cost of mutual funds sold ........ (15,129,583) (11,426,520) (3,344,085) (25,616,936) (6,309,717) (925,841)
------------ ------------ ------------ ------------ ------------ ------------
Realized gain (loss) on
investments .................. 1,133,363 2,618,375 522,450 342,280 184,141 39,269
Change in unrealized gain (loss)
on investments ................. (3,917,798) 1,495,768 897,631 13,809 7,331 (111,019)
------------ ------------ ------------ ------------ ------------ ------------
Net gain (loss) on investments . (2,784,435) 4,114,143 1,420,081 356,089 191,472 (71,750)
------------ ------------ ------------ ------------ ------------ ------------
Reinvested capital gains ......... 3,901,869 594,994 133,254 160,413 20,983 2,481
------------ ------------ ------------ ------------ ------------ ------------
Net change in contract
owners' equity resulting
from operations ............ 986,875 4,576,540 1,501,622 602,189 592,716 187,557
------------ ------------ ------------ ------------ ------------ ------------
Equity transactions:
Purchase payments received
from contract owners ........... 5,722,483 3,058,953 1,291,043 1,446,313 1,185,778 736,203
Transfers between funds .......... 2,646,725 11,362,270 5,427,919 2,081,829 1,429,093 1,298,812
Surrenders ....................... (676,703) (291,383) (115,788) (168,318) (151,014) (117,770)
Death benefits (note 4) .......... (11,051) -- (550) (24,489) (6,177) --
Policy loans (net of repayments)
(note 5) ......................... (1,178,884) (215,128) (140,654) (23,153) (97,629) (148,996)
Deductions for surrender charges
(note 2d) ...................... (78,170) (39,067) (13,637) (19,765) (20,247) (13,870)
Redemptions to pay cost of
insurance charges and
administration charges
(notes 2b and 2c) .............. (1,174,585) (364,291) (159,092) (348,809) (74,240) (34,156)
Deductions for asset charges
(note 3) ...................... (22,686) (9,925) (522) (8,164) (3,049) (292)
------------ ------------ ------------ ------------ ------------ ------------
Net equity transactions ..... 5,227,129 13,501,429 6,288,719 2,935,444 2,262,515 1,719,931
------------ ------------ ------------ ------------ ------------ ------------
Net change in contract
owners' equity ................. 6,214,004 18,077,969 7,790,341 3,537,633 2,855,231 1,907,488
Contract owners' equity
beginning of period ............ 28,728,327 10,650,358 2,860,017 8,824,474 5,969,243 4,061,755
------------ ------------ ------------ ------------ ------------ ------------
Contract owners' equity
end of period .................. $ 34,942,331 28,728,327 10,650,358 12,362,107 8,824,474 5,969,243
============ ============ ============ ============ ============ ============
</TABLE>
<TABLE>
<CAPTION>
OppGlSec
--------------------------------------------
1998 1997 1996
------------ ------------ ------------
<S> <C> <C> <C>
Investment activity:
Reinvested dividends ............. 389,267 139,580 --
Mortality and expense charges
(note 3) ....................... (147,592) (115,087) (73,271)
------------ ------------ ------------
Net investment activity ........ 241,675 24,493 (73,271)
------------ ------------ ------------
Proceeds from mutual fund
shares sold .................... 4,690,056 2,123,253 1,410,941
Cost of mutual funds sold ........ (3,335,880) (1,585,760) (1,363,666)
------------ ------------ ------------
Realized gain (loss) on
investments .................. 1,354,176 537,493 47,275
Change in unrealized gain (loss)
on investments ................. (702,629) 1,880,371 1,197,144
------------ ------------ ------------
Net gain (loss) on investments . 651,547 2,417,864 1,244,419
------------ ------------ ------------
Reinvested capital gains ......... 1,465,275 -- --
------------ ------------ ------------
Net change in contract
owners' equity resulting
from operations ............ 2,358,497 2,442,357 1,171,148
------------ ------------ ------------
Equity transactions:
Purchase payments received
from contract owners ........... 2,591,457 2,244,408 1,618,641
Transfers between funds .......... 1,052,407 2,806,084 1,527,191
Surrenders ....................... (390,303) (332,828) (109,366)
Death benefits (note 4) .......... (12,688) (1,951) (4,893)
Policy loans (net of repayments)
(note 5) ......................... (265,465) (260,746) (101,645)
Deductions for surrender charges
(note 2d) ...................... (46,476) (44,624) (12,881)
Redemptions to pay cost of
insurance charges and
administration charges
(notes 2b and 2c) .............. (696,092) (209,063) (129,866)
Deductions for asset charges
(note 3) ...................... (13,160) (5,719) (486)
------------ ------------ ------------
Net equity transactions ..... 2,219,680 4,195,561 2,786,695
------------ ------------ ------------
Net change in contract
owners' equity ................. 4,578,177 6,637,918 3,957,843
Contract owners' equity
beginning of period ............ 16,552,365 9,914,447 5,956,604
------------ ------------ ------------
Contract owners' equity
end of period .................. 21,130,542 16,552,365 9,914,447
============ ============ ============
</TABLE>
(Continued)
<PAGE> 14
NATIONWIDE VLI SEPARATE ACCOUNT-2
STATEMENT OF OPERATIONS AND CHANGES IN CONTRACT OWNERS' EQUITY
Years Ended December 31, 1998, 1997 and 1996
<TABLE>
<CAPTION>
OppGro OppMult
------------------------------------- ------------------------------------------
1998 1997 1996 1998 1997 1996
----------- ----------- ------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
Investment activity:
Reinvested dividends ............. $ 9,433 -- -- 116,421 401,123 325,992
Mortality and expense charges
(note 3) ....................... (26,246) (2,691) -- (104,971) (88,369) (60,231)
----------- ----------- ------- ----------- ----------- -----------
Net investment activity ........ (16,813) (2,691) -- 11,450 312,754 265,761
----------- ----------- ------- ----------- ----------- -----------
Proceeds from mutual fund
shares sold .................... 5,173,603 346,058 -- 1,906,489 1,256,650 669,520
Cost of mutual funds sold ........ (4,835,421) (340,426) -- (1,502,365) (1,026,967) (587,875)
----------- ----------- ------- ----------- ----------- -----------
Realized gain (loss) on
investments .................. 338,182 5,632 -- 404,124 229,683 81,645
Change in unrealized gain (loss)
on investments ................. 109,336 3,346 -- (366,305) 697,954 393,561
----------- ----------- ------- ----------- ----------- -----------
Net gain (loss) on investments . 447,518 8,978 -- 37,819 927,637 475,206
----------- ----------- ------- ----------- ----------- -----------
Reinvested capital gains ......... 113,813 -- -- 675,242 329,608 125,621
----------- ----------- ------- ----------- ----------- -----------
Net change in contract
owners' equity resulting
from operations ............ 544,518 6,287 -- 724,511 1,569,999 866,588
----------- ----------- ------- ----------- ----------- -----------
Equity transactions:
Purchase payments received
from contract owners ........... 1,452,830 32,403 -- 3,243,119 1,361,025 882,926
Transfers between funds .......... 4,492,087 586,430 -- 706,703 1,935,508 1,713,791
Surrenders ....................... (576,151) (2,135) -- (1,061,880) (189,727) (334,495)
Death benefits (note 4) .......... (5) -- -- (182,084) (18,581) (5,755)
Policy loans (net of repayments)
(note 5) ......................... (312,911) (3,203) -- (1,005,743) (138,576) (127,191)
Deductions for surrender charges
(note 2d) ...................... (73,520) (286) -- (126,681) (25,438) (39,395)
Redemptions to pay cost of
insurance charges and
administration charges
(notes 2b and 2c) .............. (116,339) (433) -- (435,809) (102,354) (67,708)
Deductions for asset charges
(note 3) .................... (2,340) (214) -- (9,359) (4,269) (390)
----------- ----------- ------- ----------- ----------- -----------
Net equity transactions ........ 4,863,651 612,562 -- 1,128,266 2,817,588 2,021,783
----------- ----------- ------- ----------- ----------- -----------
Net change in contract
owners' equity ................. 5,408,169 618,849 -- 1,852,777 4,387,587 2,888,371
Contract owners' equity
beginning of period ............ 618,849 -- -- 12,354,982 7,967,395 5,079,024
----------- ----------- ------- ----------- ----------- -----------
Contract owners' equity
end of period .................. $ 6,027,018 618,849 -- 14,207,759 12,354,982 7,967,395
=========== =========== ======= =========== =========== ===========
</TABLE>
<TABLE>
<CAPTION>
StOpp2
-----------------------------------------
1998 1997 1996
----------- ----------- -----------
<S> <C> <C> <C>
Investment activity:
Reinvested dividends ............. 71,635 79,875 104,072
Mortality and expense charges
(note 3) ....................... (220,760) (185,205) (132,256)
----------- ----------- -----------
Net investment activity ........ (149,125) (105,330) (28,184)
----------- ----------- -----------
Proceeds from mutual fund
shares sold .................... 3,215,306 3,417,734 2,078,877
Cost of mutual funds sold ........ (2,191,788) (2,305,866) (1,767,607)
----------- ----------- -----------
Realized gain (loss) on
investments .................. 1,023,518 1,111,868 311,270
Change in unrealized gain (loss)
on investments ................. (1,078,872) 1,866,652 1,442,512
----------- ----------- -----------
Net gain (loss) on investments . (55,354) 2,978,520 1,753,782
----------- ----------- -----------
Reinvested capital gains ......... 3,488,003 1,736,733 467,556
----------- ----------- -----------
Net change in contract
owners' equity resulting
from operations ............ 3,283,524 4,609,923 2,193,154
----------- ----------- -----------
Equity transactions:
Purchase payments received
from contract owners ........... 5,452,015 3,291,881 2,757,995
Transfers between funds .......... 470,365 1,720,221 1,427,887
Surrenders ....................... (1,037,130) (584,361) (225,124)
Death benefits (note 4) .......... (143,979) (46,618) (8,328)
Policy loans (net of repayments)
(note 5) ......................... (1,307,454) (446,793) (266,027)
Deductions for surrender charges
(note 2d) ...................... (121,009) (78,349) (26,514)
Redemptions to pay cost of
insurance charges and
administration charges
(notes 2b and 2c) .............. (946,709) (237,366) (127,661)
Deductions for asset charges
(note 3) .................... (19,684) (8,777) (842)
----------- ----------- -----------
Net equity transactions ........ 2,346,415 3,609,838 3,531,386
----------- ----------- -----------
Net change in contract
owners' equity ................. 5,629,939 8,219,761 5,724,540
Contract owners' equity
beginning of period ............ 25,405,845 17,186,084 11,461,544
----------- ----------- -----------
Contract owners' equity
end of period .................. 31,035,784 25,405,845 17,186,084
=========== =========== ===========
</TABLE>
<PAGE> 15
NATIONWIDE VLI SEPARATE ACCOUNT-2
STATEMENT OF OPERATIONS AND CHANGES IN CONTRACT OWNERS' EQUITY
Years Ended December 31, 1998, 1997 and 1996
<TABLE>
<CAPTION>
StDisc2 StlntStk2
------------------------------------------ ----------------------------------------
1998 1997 1996 1998 1997 1996
----------- ----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
Investment activity:
Reinvested dividends ............. $ -- -- 523,958 22,725 35,008 5,657
Mortality and expense charges
(note 3) ....................... (58,150) (62,162) (56,198) (15,028) (16,592) (8,901)
----------- ----------- ----------- ----------- ----------- -----------
Net investment activity ........ (58,150) (62,162) 467,760 7,697 18,416 (3,244)
----------- ----------- ----------- ----------- ----------- -----------
Proceeds from mutual fund
shares sold .................... 4,234,899 6,947,379 1,458,502 4,328,033 1,180,714 1,503,391
Cost of mutual funds sold ........ (3,682,201) (7,014,226) (1,298,009) (4,573,810) (1,254,173) (1,466,992)
----------- ----------- ----------- ----------- ----------- -----------
Realized gain (loss) on
investments .................. 552,698 (66,847) 160,493 (245,777) (73,459) 36,399
Change in unrealized gain (loss)
on investments ................. (128,321) 897,855 (1,253,670) 138,162 (320,243) (2,354)
----------- ----------- ----------- ----------- ----------- -----------
Net gain (loss) on investments . 424,377 831,008 (1,093,177) (107,615) (393,702) 34,045
----------- ----------- ----------- ----------- ----------- -----------
Reinvested capital gains ......... 120,028 -- 645,525 -- 54,007 --
----------- ----------- ----------- ----------- ----------- -----------
Net change in contract
owners' equity resulting
from operations ............ 486,255 768,846 20,108 (99,918) (321,279) 30,801
----------- ----------- ----------- ----------- ----------- -----------
Equity transactions:
Purchase payments received
from contract owners ........... 686,440 1,157,860 1,076,505 1,319,108 396,577 134,707
Transfers between funds .......... 154,482 (800,200) 485,660 (186,236) 159,418 1,618,370
Surrenders ....................... (128,257) (159,830) (123,465) (444,664) (39,345) (21,946)
Death benefits (note 4) .......... (23,649) (17,470) (5,438) (5,993) -- --
Policy loans (net of repayments)
(note 5) ......................... (104,497) (79,472) (84,412) (462,567) (28,189) (23,320)
Deductions for surrender charges
(note 2d) ...................... (15,109) (21,429) (14,541) (56,530) (5,275) (2,585)
Redemptions to pay cost of
insurance charges and
administration charges
(notes 2b and 2c) .............. (244,196) (50,118) (27,103) (61,036) (4,583) (4,827)
Deductions for asset charges
(note 3) ...................... (5,185) (2,607) (331) (1,340) (686) (90)
----------- ----------- ----------- ----------- ----------- -----------
Net equity transactions ....... 320,029 26,734 1,306,875 100,742 477,917 1,700,309
----------- ----------- ----------- ----------- ----------- -----------
Net change in contract
owners' equity ................. 806,284 795,580 1,326,983 824 156,638 1,731,110
Contract owners' equity
beginning of period ............ 7,545,548 6,749,968 5,422,985 1,986,172 1,829,534 98,424
----------- ----------- ----------- ----------- ----------- -----------
Contract owners' equity
end of period .................. $ 8,351,832 7,545,548 6,749,968 1,986,996 1,986,172 1,829,534
=========== =========== =========== =========== =========== ===========
</TABLE>
<TABLE>
<CAPTION>
VEWrldBd
------------------------------------------
1998 1997 1996
----------- ----------- -----------
<S> <C> <C> <C>
Investment activity:
Reinvested dividends ............. 24,030 73,945 54,317
Mortality and expense charges
(note 3) ....................... (26,599) (20,793) (19,810)
----------- ----------- -----------
Net investment activity ........ (2,569) 53,152 34,507
----------- ----------- -----------
Proceeds from mutual fund
shares sold .................... 7,510,962 1,289,613 851,361
Cost of mutual funds sold ........ (7,101,791) (1,326,687) (817,166)
----------- ----------- -----------
Realized gain (loss) on
investments .................. 409,171 (37,074) 34,195
Change in unrealized gain (loss)
on investments ................. (35,624) 23,130 (31,601)
----------- ----------- -----------
Net gain (loss) on investments . 373,547 (13,944) 2,594
----------- ----------- -----------
Reinvested capital gains ......... -- -- --
----------- ----------- -----------
Net change in contract
owners' equity resulting
from operations ............ 370,978 39,208 37,101
----------- ----------- -----------
Equity transactions:
Purchase payments received
from contract owners ........... 173,889 303,361 291,664
Transfers between funds .......... 663,078 89,247 (8,294)
Surrenders ....................... (47,678) (109,226) (58,485)
Death benefits (note 4) .......... (35,715) -- --
Policy loans (net of repayments)
(note 5) ......................... (21,466) (20,191) (33,856)
Deductions for surrender charges
(note 2d) ...................... (5,615) (14,645) (6,888)
Redemptions to pay cost of
insurance charges and
administration charges
(notes 2b and 2c) .............. (77,084) (10,312) (6,755)
Deductions for asset charges
(note 3) ...................... (2,372) (874) (110)
----------- ----------- -----------
Net equity transactions ....... 647,037 237,360 177,276
----------- ----------- -----------
Net change in contract
owners' equity ................. 1,018,015 276,568 214,377
Contract owners' equity
beginning of period ............ 2,529,206 2,252,638 2,038,261
----------- ----------- -----------
Contract owners' equity
end of period .................. 3,547,221 2,529,206 2,252,638
=========== =========== ===========
</TABLE>
(Continued)
<PAGE> 16
NATIONWIDE VLI SEPARATE ACCOUNT-2
STATEMENT OF OPERATIONS AND CHANGES IN CONTRACT OWNERS' EQUITY
Years Ended December 31, 1998, 1997 and 1996
<TABLE>
<CAPTION>
VEWrldEMkt VEWrldHAs
----------------------------------------- ----------------------------------------
1998 1997 1996 1998 1997 1996
<S> <C> <C> <C> <C> <C> <C>
Investment activity:
Reinvested dividends ............. $ 20,182 1,791 -- 35,945 118,188 58,970
Mortality and expense charges
(note 3) ....................... (14,186) (10,449) (15) (38,345) (54,934) (45,454)
----------- ----------- ----------- ----------- ----------- -----------
Net investment activity ........ 5,996 (8,658) (15) (2,400) 63,254 13,516
----------- ----------- ----------- ----------- ----------- -----------
Proceeds from mutual fund
shares sold .................... 4,758,410 3,744,118 -- 13,571,199 19,348,273 20,434,481
Cost of mutual funds sold ........ (6,579,731) (3,668,967) -- (17,132,731) (18,769,875) (19,926,482)
----------- ----------- ----------- ----------- ----------- -----------
Realized gain (loss) on
investments .................. (1,821,321) 75,151 -- (3,561,532) 578,398 507,999
Change in unrealized gain (loss)
on investments ................. 923,464 (815,392) -- 644,209 (898,401) 173,786
----------- ----------- ----------- ----------- ----------- -----------
Net gain (loss) on investments . (897,857) (740,241) -- (2,917,323) (320,003) 681,785
----------- ----------- ----------- ----------- ----------- -----------
Reinvested capital gains ......... 17,939 -- -- 882,647 160,126 57,828
----------- ----------- ----------- ----------- ----------- -----------
Net change in contract
owners' equity resulting
from operations ............ (873,922) (748,899) (15) (2,037,076) (96,623) 753,129
----------- ----------- ----------- ----------- ----------- -----------
Equity transactions:
Purchase payments received
from contract owners ........... 701,612 585,373 27 1,602,107 840,495 555,530
Transfers between funds .......... (173,962) 2,650,105 3,213 (1,198,538) (282,076) 1,779,241
Surrenders ....................... (41,678) (8,373) (7) (132,778) (171,081) (65,411)
Death benefits (note 4) .......... (4,922) -- -- (3,026) (99) --
Policy loans (net of repayments)
(note 5) ......................... (80,091) (71,376) -- (200,964) (124,185) (132,561)
Deductions for surrender charges
(note 2d) ...................... (5,094) (1,123) (1) (13,168) (22,938) (7,704)
Redemptions to pay cost of
insurance charges and
administration charges
(notes 2b and 2c) .............. (68,777) (8,419) (2) (199,756) (142,112) (93,537)
Deductions for asset charges
(note 3) ......................... (1,265) (829) -- (3,419) (2,182) (309)
----------- ----------- ----------- ----------- ----------- -----------
Net equity transactions ...... 325,823 3,145,358 3,230 (149,542) 95,822 2,035,249
----------- ----------- ----------- ----------- ----------- -----------
Net change in contract
owners' equity ................. (548,099) 2,396,459 3,215 (2,186,618) (801) 2,788,378
Contract owners' equity
beginning of period ............ 2,399,674 3,215 -- 6,316,203 6,317,004 3,528,626
----------- ----------- ----------- ----------- ----------- -----------
Contract owners' equity
end of period .................. $ 1,851,575 2,399,674 3,215 4,129,585 6,316,203 6,317,004
=========== =========== =========== =========== =========== ===========
</TABLE>
<TABLE>
<CAPTION>
VKMSRESec
----------------------------------------
1998 1997 1996
<S> <C> <C> <C>
Investment activity:
Reinvested dividends ............. 12,298 193,749 33,201
Mortality and expense charges
(note 3) ....................... (52,029) (47,059) (16,174)
----------- ----------- -----------
Net investment activity ........ (39,731) 146,690 17,027
----------- ----------- -----------
Proceeds from mutual fund
shares sold .................... 4,635,925 8,117,619 2,711,361
Cost of mutual funds sold ........ (5,200,298) (7,257,679) (2,487,998)
----------- ----------- -----------
Realized gain (loss) on
investments .................. (564,373) 859,940 223,363
Change in unrealized gain (loss)
on investments ................. (513,939) (625,237) 303,132
----------- ----------- -----------
Net gain (loss) on investments . (1,078,312) 234,703 526,495
----------- ----------- -----------
Reinvested capital gains ......... 121,016 641,054 15,620
----------- ----------- -----------
Net change in contract
owners' equity resulting
from operations ............ (997,027) 1,022,447 559,142
----------- ----------- -----------
Equity transactions:
Purchase payments received
from contract owners ........... 1,337,143 827,543 110,695
Transfers between funds .......... (908,402) 2,852,464 2,319,779
Surrenders ....................... (163,286) (100,507) (41,251)
Death benefits (note 4) .......... (22,389) -- --
Policy loans (net of repayments)
(note 5) ......................... (78,704) (85,370) (50,080)
Deductions for surrender charges
(note 2d) ...................... (19,126) (13,476) (4,858)
Redemptions to pay cost of
insurance charges and
administration charges
(notes 2b and 2c) .............. (232,710) (65,828) (9,078)
Deductions for asset charges
(note 3) ......................... (4,639) (2,636) (156)
----------- ----------- -----------
Net equity transactions ...... (92,113) 3,412,190 2,325,051
----------- ----------- -----------
Net change in contract
owners' equity ................. (1,089,140) 4,434,637 2,884,193
Contract owners' equity
beginning of period ............ 7,628,431 3,193,794 309,601
----------- ----------- -----------
Contract owners' equity
end of period .................. 6,539,291 7,628,431 3,193,794
=========== =========== ===========
</TABLE>
<PAGE> 17
NATIONWIDE VLI SEPARATE ACCOUNT-2
STATEMENT OF OPERATIONS AND CHANGES IN CONTRACT OWNERS' EQUITY
Years Ended December 31, 1998, 1997 and 1996
<TABLE>
<CAPTION>
WPIntEq WPPVenCap
------------------------------------------ --------------------------------------------
1998 1997 1996 1998 1997 1996
----------- ----------- ----------- ----------- ----------- --------------
<S> <C> <C> <C> <C> <C> <C>
Investment activity:
Reinvested dividends ............. $ 50,333 79,669 106,181 -- 70 --
Mortality and expense charges
(note 3) ....................... (72,995) (79,873) (46,519) (6,193) (3,334) --
----------- ----------- ----------- ----------- ----------- --------------
Net investment activity ........ (22,662) (204) 59,662 (6,193) (3,264) --
----------- ----------- ----------- ----------- ----------- --------------
Proceeds from mutual fund
shares sold .................... 9,538,799 7,769,039 6,857,480 4,879,898 1,898,871 --
Cost of mutual funds sold ........ (9,941,358) (7,238,368) (6,604,093) (4,873,755) (1,856,944) --
----------- ----------- ----------- ----------- ----------- --------------
Realized gain (loss) on
investments .................. (402,559) 530,671 253,387 6,143 41,927 --
Change in unrealized gain (loss)
on investments ................. 929,287 (1,377,503) (5,493) 66,492 (1,622) --
----------- ----------- ----------- ----------- ----------- --------------
Net gain (loss) on investments . 526,728 (846,832) 247,894 72,635 40,305 --
----------- ----------- ----------- ----------- ----------- --------------
Reinvested capital gains ......... -- 551,360 47,244 -- -- --
----------- ----------- ----------- ----------- ----------- --------------
Net change in contract
owners' equity resulting
from operations ............ 504,066 (295,676) 354,800 66,442 37,041 --
----------- ----------- ----------- ----------- ----------- --------------
Equity transactions:
Purchase payments received
from contract owners ........... 1,111,024 1,506,986 1,046,656 105,973 70,984 --
Transfers between funds .......... (1,578,624) 674,324 5,515,236 180,265 668,066 --
Surrenders ....................... (168,491) (113,178) (47,964) (1,367) (2,034) --
Death benefits (note 4) .......... (7,848) (16,165) (1,774) (1) -- --
Policy loans (net of repayments)
(note 5) ......................... (259,475) (84,201) (65,730) 4,787 (5,947) --
Deductions for surrender charges
(note 2d) ...................... (18,111) (15,174) (5,649) (7) (273) --
Redemptions to pay cost of
insurance charges and
administration charges
(notes 2b and 2c) .............. (265,303) (65,212) (91,320) (21,553) (897) --
Deductions for asset charges
(note 3) ...................... (6,508) (3,447) (411) (552) (265) --
----------- ----------- ----------- ----------- ----------- --------------
Net equity transactions ...... (1,193,336) 1,883,933 6,349,044 267,545 729,634 --
----------- ----------- ----------- ----------- ----------- --------------
Net change in contract
owners' equity ................. (689,270) 1,588,257 6,703,844 333,987 766,675 --
Contract owners' equity
beginning of period ............ 9,978,378 8,390,121 1,686,277 766,675 -- --
----------- ----------- ----------- ----------- ----------- --------------
Contract owners' equity
end of period .................. $ 9,289,108 9,978,378 8,390,121 1,100,662 766,675 --
=========== =========== =========== =========== =========== ==============
</TABLE>
<TABLE>
<CAPTION>
WPSmCoGr
------------------------------------------
1998 1997 1996
----------- ----------- -----------
<S> <C> <C> <C>
Investment activity:
Reinvested dividends ............. -- -- --
Mortality and expense charges
(note 3) ....................... (106,735) (99,826) (49,642)
----------- ----------- -----------
Net investment activity ........ (106,735) (99,826) (49,642)
----------- ----------- -----------
Proceeds from mutual fund
shares sold .................... 11,652,539 13,210,500 7,405,511
Cost of mutual funds sold ........ (11,657,359) (11,590,838) (6,950,257)
----------- ----------- -----------
Realized gain (loss) on
investments .................. (4,820) 1,619,662 455,254
Change in unrealized gain (loss)
on investments ................. (287,723) 18,436 (150,978)
----------- ----------- -----------
Net gain (loss) on investments . (292,543) 1,638,098 304,276
----------- ----------- -----------
Reinvested capital gains ......... -- -- --
----------- ----------- -----------
Net change in contract
owners' equity resulting
from operations ............ (399,278) 1,538,272 254,634
----------- ----------- -----------
Equity transactions:
Purchase payments received
from contract owners ........... 2,471,813 2,516,266 1,034,674
Transfers between funds .......... (1,849,405) 4,654,236 2,826,415
Surrenders ....................... (200,485) (128,687) (63,271)
Death benefits (note 4) .......... (10,544) -- --
Policy loans (net of repayments)
(note 5) ......................... 19,268 (162,099) (96,502)
Deductions for surrender charges
(note 2d) ...................... (20,649) (17,254) (7,452)
Redemptions to pay cost of
insurance charges and
administration charges
(notes 2b and 2c) .............. (454,770) (88,146) (50,847)
Deductions for asset charges
(note 3) ...................... (9,517) (5,401) (359)
----------- ----------- -----------
Net equity transactions ...... (54,289) 6,768,915 3,642,658
----------- ----------- -----------
Net change in contract
owners' equity ................. (453,567) 8,307,187 3,897,292
Contract owners' equity
beginning of period ............ 15,632,197 7,325,010 3,427,718
----------- ----------- -----------
Contract owners' equity
end of period .................. 15,178,630 15,632,197 7,325,010
=========== =========== ===========
</TABLE>
See accompanying notes to financial statements.
<PAGE> 18
NATIONWIDE VLI SEPARATE ACCOUNT-2
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1998, 1997 AND 1996
(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 Single Premium, Modified Single Premium, Flexible
Premium and Last Survivor 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:
Portfolios of the American Century Variable Portfolios, Inc.
(American Century VP) (formerly TCI Portfolios, Inc.);
American Century VP - American Century VP Balanced (ACVPBal)
(formerly TCI Portfolios - TCI Balanced)
American Century VP - American Century VP Capital Appreciation
(ACVPCapAp) (formerly TCI Portfolios - TCI Growth)
American Century VP - American Century VP Income & Growth
(ACVPIncGr)
American Century VP - American Century VP International
(ACVPInt) (formerly TCI Portfolios - TCI International)
American Century VP - American Century VP Value (ACVPValue)
(formerly TCI Portfolios - TCI Value)
The Dreyfus Socially Responsible Growth Fund, Inc. (DrySRGro)
Dreyfus Stock Index Fund (DryStkIx)
Portfolios of the Dreyfus Variable Investment Fund (Dreyfus VIF);
Dreyfus VIF - Capital Appreciation Portfolio (DryCapAp)
Dreyfus VIF - Growth and Income Portfolio (DryGrInc)
Fidelity Advisor High Yield Fund - Class T (FAHiYld)
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)
Portfolio of the Fidelity Variable Insurance Products Fund III
(Fidelity VIP-III);
Fidelity VIP-III - Growth Opportunities Portfolio (FidVIPGrOp)
<PAGE> 19
Portfolio of the Morgan Stanley Universal Funds, Inc.
(Morgan Stanley);
Morgan Stanley - Emerging Markets Debt Portfolio (MSEmMkt)
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 Cap Value Fund (NSATSmCapV)
Nationwide SAT - Small Company Fund (NSATSmCo)
Nationwide SAT - Total Return Fund (NSATTotRe)
Portfolios of the Neuberger & Berman Advisers Management Trust
(Neuberger &Berman AMT);
Neuberger & Berman AMT - Growth Portfolio (NBAMTGro)
Neuberger & Berman AMT - Guardian Portfolio (NBAMTGuard)
Neuberger & Berman AMT - Limited Maturity Bond Portfolio
(NBAMTLMat)
Neuberger & Berman AMT - Partners Portfolio (NBAMTPart)
Funds of the Oppenheimer Variable Account Funds (Oppenheimer VAF);
Oppenheimer VAF - Aggressive Growth Fund (OppAggGro)
(formerly Oppenheimer VAF - Capital Appreciation Fund)
Oppenheimer VAF - Bond Fund (OppBdFd)
Oppenheimer VAF - Global Securities Fund (OppGlSec)
Oppenheimer VAF - Growth Fund (OppGro)
Oppenheimer VAF - Multiple Strategies Fund (OppMult)
Strong Opportunity Fund II, Inc. (StOpp2) (formerly Strong
Special Fund II)
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)
Funds of the Van Eck Worldwide Insurance Trust (Van Eck WIT);
Van Eck WIT - Worldwide Bond Fund (VEWrldBd)
Van Eck WIT - Worldwide Emerging Markets Fund (VEWrldEMkt)
Van Eck WIT - Worldwide Hard Assets Fund (VEWrldHAs)
(formerly Van Eck WIT - Gold and Natural Resources Fund)
Portfolio of the Van Kampen American Capital Life Investment Trust
(Van Kampen American Capital LIT);
Van Kampen American Capital LIT - Morgan Stanley Real Estate
Securities Portfolio (VKMSRESec)
(formerly Van Kampen American Capital LIT - Real Estate
Securities Fund)
Portfolios of the Warburg Pincus Trust;
Warburg Pincus Trust - International Equity Portfolio (WPIntEq)
Warburg Pincus Trust - Post Venture Capital Portfolio
(WPPVenCap)
Warburg Pincus Trust - Small Company Growth Portfolio (WPSmCoGr)
At December 31, 1998, contract owners have invested in all of the above
funds except for Fidelity Advisor High Yield Fund Class T and
Oppenheimer VAF - Aggressive Growth Fund. 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.
A contract owner may choose from among a number of different underlying
mutual fund options. The underlying mutual fund options are not
available to the general public directly. The underlying mutual funds
are available as investment options in variable life insurance policies
or variable annuity contracts issued by life insurance companies or, in
some cases, through participation in certain qualified pension or
retirement plans.
<PAGE> 20
Some of the underlying mutual funds have been established by investment
advisers which manage publicly traded mutual funds having similar names
and investment objectives. While some of the underlying mutual funds
may be similar to, and may in fact be modeled after, publicly traded
mutual funds, the underlying mutual funds are not otherwise directly
related to any publicly traded mutual fund. Consequently, the
investment performance of publicly traded mutual funds and any
corresponding underlying mutual funds may differ substantially.
(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, 1998. 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.
The Company does not provide for income taxes within the Account. Taxes
are the responsibility of the contract owner upon termination or
withdrawal.
(e) Use of Estimates in the Preparation of Financial Statements
The preparation of financial statements in conformity with generally
accepted accounting principles may require management to make estimates
and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities, if
any, at the date of the financial statements and the reported amounts
of revenues and expenses during the reporting period. Actual results
could differ from those estimates.
(f) Reclassifications
Certain 1997 and 1996 amounts have been reclassified to conform with
the current period presentation.
(2) POLICY CHARGES
(a) Deductions from Premiums
For single premium contracts, no deduction is made from any premium at
the time of payment. 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 policyholder.
(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.
<PAGE> 21
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 $12.50 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.
(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.
<PAGE> 22
(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 contracts. 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%.
The following table provides mortality and expense risk charges by contract
type for the period ended December 31, 1998:
<TABLE>
<CAPTION>
TOTAL ACVPBal ACVCapAp ACVPincGr ACVPint
------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C>
Single Premium contracts Issued
prior to April 16, 1990....... $ 19,963 - 1,274 - -
Single Premium contracts issued
on or after April 16, 1990.... 1,519,080 10,112 21,146 2,536 34,065
Multiple Payment and Flexible
Premium contracts............. 4,699,480 28,860 59,964 5,054 66,239
------------ ------------ ------------ ------------ ------------
Total....................... $ 6,238,523 38,972 82,384 7,590 100,304
============ ============ ============ ============ ============
</TABLE>
<TABLE>
<CAPTION>
ACVPValue DrySRGro DryStkix DryCapAp DryGrinc
------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C>
Single Premium contracts Issued
prior to April 16, 1990....... $ - - 3,655 102 -
Single Premium contracts issued
on or after April 16, 1990.... 4,104 9,572 112,048 10,336 2,255
Multiple Payment and Flexible
Premium contracts............. 15,894 67,383 392,626 16,686 12,787
------------ ------------ ------------ ------------ ------------
Total....................... $ 19,998 76,955 508,329 27,124 15,042
============ ============ ============ ============ ============
</TABLE>
<TABLE>
<CAPTION>
FidVIPEI FidVIPGr FidVIPHI FidVIPOv FidVIPAM
------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C>
Single Premium contracts Issued
prior to April 16, 1990....... $ 2,438 2,343 842 1,068 296
Single Premium contracts issued
on or after April 16, 1990.... 194,440 188,365 49,966 53,993 86,061
Multiple Payment and Flexible
Premium contracts............. 418,071 568,902 160,813 112,745 152,850
------------ ------------ ------------ ------------ ------------
Total....................... $ 614,949 759,610 211,621 167,806 239,207
============ ============ ============ ============ ============
</TABLE>
<TABLE>
<CAPTION>
FidVIPCon FidVIPGrOp MSEmMkt NSATCapAp NSATGvtBd
------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C>
Single Premium contracts Issued
prior to April 16, 1990....... $ 128 - - 654 305
Single Premium contracts issued
on or after April 16, 1990.... 71,967 10,876 635 43,608 65,744
Multiple Payment and Flexible
Premium contracts............. 244,146 24,873 1,765 213,916 45,233
------------ ------------ ------------ ------------ ------------
Total....................... $ 316,241 35,749 2,400 258,178 111,282
============ ============ ============ ============ ============
</TABLE>
<PAGE> 23
<TABLE>
<CAPTION>
NSATMyMkt NSATSmCapV NSATSmCo NSATTotRe NBAMTGro
------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C>
Single Premium contracts Issued
prior to April 16, 1990....... $ 1,358 - - 1,584 1,581
Single Premium contracts issued
on or after April 16, 1990.... 137,439 3,094 13,672 58,566 43,543
Multiple Payment and Flexible
Premium contracts............. 276,180 414 101,912 613,346 108,763
------------ ------------ ------------ ------------ ------------
Total....................... $ 414,977 3,508 115,584 673,496 153,887
============ ============ ============ ============ ============
</TABLE>
<TABLE>
<CAPTION>
NBAMTGuard NBAMTLMat NBAMTPart OppBdFd OppGlSec
------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C>
Single Premium contracts Issued
prior to April 16, 1990....... $ - 930 - - -
Single Premium contracts issued
on or after April 16, 1990.... 553 14,562 50,988 20,073 20,102
Multiple Payment and Flexible
Premium contracts............. 4,227 27,237 203,440 71,491 127,490
------------ ------------ ------------ ------------ ------------
Total....................... $ 4,780 42,729 254,428 91,564 147,592
============ ============ ============ ============ ============
</TABLE>
<TABLE>
<CAPTION>
OppGro OppMult StOpp2 StDisc2 StintStk2
------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C>
Single Premium contracts Issued
prior to April 16, 1990....... $ - - 120 - -
Single Premium contracts issued
on or after April 16, 1990.... 4,182 31,490 41,028 13,873 4,013
Multiple Payment and Flexible
Premium contracts............. 22,064 73,481 179,612 44,277 11,015
------------ ------------ ------------ ------------ ------------
Total....................... $ 26,246 104,971 220,760 58,150 15,028
============ ============ ============ ============ ============
</TABLE>
<TABLE>
<CAPTION>
VEWrldBd VEWrldEMkt VEWrldHAs VKMSRESec WPintEq
------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C>
Single Premium contracts Issued
prior to April 16, 1990....... $ 39 - 486 575 185
Single Premium contracts issued
on or after April 16, 1990.... 11,374 1,792 17,613 13,117 13,450
Multiple Payment and Flexible
Premium contracts............. 15,186 12,394 20,246 38,337 59,360
------------ ------------ ------------ ------------ ------------
Total....................... $ 26,599 14,186 38,345 52,029 72,995
============ ============ ============ ============ ============
</TABLE>
<TABLE>
<CAPTION>
WPPVenCap WPSMCoGr
------------ ------------
<S> <C> <C>
Single Premium contracts Issued
prior to April 16, 1990....... $ - -
Single Premium contracts issued
on or after April 16, 1990.... 3,460 29,267
Multiple Payment and Flexible
Premium contracts............. 2,733 77,468
------------ ------------
Total....................... $ 6,193 106,735
============ ============
</TABLE>
(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> 24
(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) RELATED PARTY TRANSACTIONS
The Company performs various services on behalf of the Mutual Fund
Companies in which the Account invests and may receive fees for the
services performed. These services include, among other things, shareholder
communications, preparation, postage, fund transfer agency and various
other record keeping and customer service functions. These fees are paid to
an affiliate of the Company.
<PAGE> 25
(7) COMPONENTS OF CONTRACT OWNERS' EQUITY
The following is a summary of contract owners' equity at December 31, 1998,
for each product in the accumulation phase.
<TABLE>
<CAPTION>
Contract owners' equity represented by: ANNUAL
UNITS UNIT VALUE RETURN(b)
----- ---------- ---------
Single Premium contracts issued prior to
April 16, 1990:
<S> <C> <C> <C> <C>
American Century VP - American Century
VP Capital Appreciation ............................. 6,437 $22.339504 $143,799 (3)%
Dreyfus Stock Index Fund ............................... 14,798 27.871347 412,440 27%
Dreyfus VIF -
Capital Appreciation Portfolio ...................... 876 13.168334 11,535 29%
Fidelity VIP - Equity-Income Portfolio ................. 6,566 41.890019 275,050 11%
Fidelity VIP - Growth Portfolio ........................ 4,551 58.102055 264,422 38%
Fidelity VIP - High Income Portfolio ................... 3,510 27.054068 94,960 (5)%
Fidelity VIP - Overseas Portfolio ...................... 4,966 24.255551 120,453 12%
Fidelity VIP-II - Asset Manager Portfolio .............. 1,193 27.955691 33,351 14%
Fidelity VIP-II - Contrafund Portfolio ................. 684 21.098746 14,432 29%
Nationwide SAT -
Capital Appreciation Fund ........................... 2,354 31.356408 73,813 29%
Nationwide SAT -
Government Bond Fund ................................ 1,481 23.252862 34,437 8%
Nationwide SAT - Money Market Fund ..................... 9,477 16.171326 153,256 4%
Nationwide SAT - Total Return Fund ..................... 4,462 40.062865 178,761 17%
Neuberger &Berman AMT -
Growth Portfolio .................................... 4,910 36.321304 178,338 14%
Neuberger &Berman AMT -
Limited Maturity Bond Portfolio ..................... 5,842 17.967444 104,966 3%
Strong Opportunity Fund II, Inc. ....................... 452 29.946506 13,536 12%
Van Eck WIT - Worldwide Bond Fund ...................... 264 16.631673 4,391 12%
Van Eck WIT -
Worldwide Hard Assets Fund .......................... 5,479 9.998900 54,784 (32)%
Van Kampen American Capital LIT -
Morgan Stanley Real Estate
Securities Portfolio ................................ 4,103 15.812545 64,879 (12)%
Warburg Pincus Trust -
International Equity Portfolio ...................... 1,777 11.754581 20,888 4%
Single Premium contracts issued on or
after April 16, 1990:
American Century VP -
American Century VP Balanced ........................ 43,205 18.685028 807,287 14%
</TABLE>
(Continued)
<PAGE> 26
<TABLE>
<S> <C> <C> <C> <C>
American Century VP - American Century
VP Capital Appreciation .............. 113,249 14.906965 1,688,199 (3)%
American Century VP - American Century
VP Income & Growth ................... 18,703 10.826437 202,487 8%(a)
American Century VP -
American Century VP International .... 168,629 16.127264 2,719,524 17%
American Century VP -
American Century VP Value ............ 25,086 13.059452 327,609 3%
The Dreyfus Socially Responsible
Growth Fund, Inc. .................... 27,695 27.592332 764,170 28%
Dreyfus Stock Index Fund ................ 326,895 27.364353 8,945,270 27%
Dreyfus VIF -
Capital Appreciation Portfolio ....... 62,982 13.101026 825,129 29%
Dreyfus VIF -
Growth and Income Portfolio .......... 14,240 12.644103 180,052 10%
Fidelity VIP - Equity-Income Portfolio .. 456,214 34.025630 15,522,969 10%
Fidelity VIP - Growth Portfolio ......... 376,885 39.900577 15,037,929 38%
Fidelity VIP - High Income Portfolio .... 144,326 27.638937 3,989,017 (6)%
Fidelity VIP - Overseas Portfolio ....... 248,471 17.348011 4,310,478 11%
Fidelity VIP-II - Asset Manager
Portfolio ............................. 253,412 27.112311 6,870,585 14%
Fidelity VIP-II - Contrafund Portfolio .. 275,660 20.842351 5,745,402 28%
Fidelity VIP-III -
Growth Opportunities Portfolio ....... 64,568 13.447707 868,292 23%
Morgan Stanley -
Emerging Markets Debt Portfolio ...... 7,315 6.935753 50,735 (29)%
Nationwide SAT -
Capital Appreciation Fund ............ 113,664 30.628674 3,481,378 28%
Nationwide SAT -
Government Bond Fund ................. 274,184 19.142839 5,248,660 8%
Nationwide SAT - Money Market Fund ...... 814,530 13.470763 10,972,341 4%
Nationwide SAT - Small Cap Value Fund ... 28,961 8.529271 247,016 (15)%(a)
Nationwide SAT - Small Company Fund ..... 68,318 15.976308 1,091,469 0%
Nationwide SAT - Total Return Fund ...... 136,311 34.300994 4,675,603 17%
Neuberger &Berman AMT -
Growth Portfolio ..................... 136,629 25.442656 3,476,205 14%
Neuberger & Berman AMT -
Guardian Portfolio ................... 4,760 9.282948 44,187 (7)%(a)
Neuberger &Berman AMT -
Limited Maturity Bond Portfolio ...... 76,004 15.295923 1,162,551 3%
Neuberger &Berman AMT -
Partners Portfolio ................... 176,971 23.001381 4,070,577 3%
Oppenheimer VAF - Bond Fund ............. 84,868 18.882225 1,602,497 5%
</TABLE>
<PAGE> 27
<TABLE>
<S> <C> <C> <C> <C>
Oppenheimer VAF -
Global Securities Fund ............ 88,848 18.062180 1,604,789 13%
Oppenheimer VAF - Growth Fund ........ 26,155 12.764150 333,846 22%
Oppenheimer VAF -
Multiple Strategies Fund .......... 110,357 22.780548 2,513,993 5%
Strong Opportunity Fund II, Inc. ..... 111,969 29.253391 3,275,473 12%
Strong VIF - Strong Discovery
Fund II ............................ 58,970 18.780910 1,107,510 6%
Strong VIF -
Strong International Stock
Fund II ......................... 35,834 8.939643 320,343 (6)%
Van Eck WIT - Worldwide Bond Fund .... 56,294 16.129801 908,011 11%
Van Eck WIT -
Worldwide Emerging Markets Fund ... 25,018 5.717162 143,032 (35)%
Van Eck WIT -
Worldwide Hard Assets Fund ........ 128,220 10.966233 1,406,090 (32)%
Van Kampen American Capital LIT -
Morgan Stanley Real Estate
Securities Portfolio .............. 67,042 15.620311 1,047,217 (13)%
Warburg Pincus Trust -
International Equity Portfolio .... 92,476 11.611647 1,073,799 4%
Warburg Pincus Trust -
Post Venture Capital Portfolio .... 23,108 11.954408 276,242 5%
Warburg Pincus Trust -
Small Company Growth Portfolio .... 152,727 15.298780 2,336,537 (4)%
Multiple Payment contracts and
Flexible Premium contracts:
American Century VP -
American Century VP Balanced ...... 215,629 19.320541 4,166,069 15%
American Century VP - American Century
VP Capital Appreciation ........... 649,478 14.277913 9,273,190 (3)%
American Century VP - American Century
VP Income & Growth ................ 73,815 10.862660 801,827 9%(a)
American Century VP -
American Century VP International . 568,779 16.487231 9,377,591 18%
American Century VP -
American Century VP Value ......... 140,522 13.192098 1,853,780 4%
The Dreyfus Socially Responsible
Growth Fund, Inc. ................. 359,871 28.323603 10,192,843 28%
Dreyfus Stock Index Fund ............. 2,166,290 28.091438 60,854,201 27%
Dreyfus VIF -
Capital Appreciation Portfolio .... 257,361 13.197284 3,396,466 29%
Dreyfus VIF -
Growth and Income Portfolio ....... 125,274 12.772496 1,600,062 11%
Fidelity VIP - Equity-Income Portfolio 1,726,955 35.444796 61,211,568 11%
</TABLE>
(Continued)
<PAGE> 28
<TABLE>
<S> <C> <C> <C> <C>
Fidelity VIP - Growth Portfolio ......... 2,346,630 40.998916 96,209,286 38%
Fidelity VIP - High Income Portfolio .... 737,225 26.133234 19,266,073 (5)%
Fidelity VIP - Overseas Portfolio ....... 871,214 18.969496 16,526,490 12%
Fidelity VIP-II - Asset Manager
Portfolio ............................. 961,754 24.821550 23,872,225 14%
Fidelity VIP-II - Contrafund Portfolio .. 1,826,890 21.209617 38,747,637 29%
Fidelity VIP-III -
Growth Opportunities Portfolio ....... 315,036 13.546531 4,267,645 24%
Morgan Stanley -
Emerging Markets Debt Portfolio ...... 34,905 6.986851 243,876 (29)%
Nationwide SAT -
Capital Appreciation Fund ............ 1,058,148 31.669989 33,511,536 29%
Nationwide SAT -
Government Bond Fund ................. 414,068 18.081576 7,487,002 8%
Nationwide SAT - Money Market Fund ...... 1,953,963 13.319323 26,025,464 4%
Nationwide SAT - Small Cap Value Fund ... 50,840 8.557853 435,081 (14)%(a)
Nationwide SAT - Small Company Fund ..... 879,309 16.233001 14,273,824 0%
Nationwide SAT - Total Return Fund ...... 2,650,483 33.070880 87,653,805 17%
Neuberger &Berman AMT -
Growth Portfolio ..................... 767,489 25.347646 19,454,039 15%
Neuberger & Berman AMT -
Guardian Portfolio ................... 71,761 9.314041 668,385 (7)%(a)
Neuberger &Berman AMT -
Limited Maturity Bond Portfolio ...... 195,748 14.860392 2,908,892 4%
Neuberger &Berman AMT -
Partners Portfolio ................... 1,151,452 23.514569 27,075,898 3%
Oppenheimer VAF - Bond Fund ............. 532,098 18.103341 9,632,752 6%
Oppenheimer VAF -
Global Securities Fund ............... 980,014 18.542353 18,171,766 13%
Oppenheimer VAF - Growth Fund ........... 342,717 12.857977 4,406,647 23%
Oppenheimer VAF -
Multiple Strategies Fund ............. 460,679 22.696024 10,455,582 6%
Strong Opportunity Fund II, Inc. ........ 874,006 30.245312 26,434,584 13%
Strong VIF - Strong Discovery Fund II ... 360,468 19.418031 6,999,579 6%
Strong VIF -
Strong International Stock Fund II ... 149,776 9.083353 1,360,468 (6)%
Van Eck WIT - Worldwide Bond Fund ....... 154,980 15.314274 2,373,406 12%
Van Eck WIT -
Worldwide Emerging Markets Fund ...... 253,188 5.775322 1,462,242 (35)%
Van Eck WIT -
Worldwide Hard Assets Fund ........... 206,325 12.213208 2,519,890 (32)%
</TABLE>
<PAGE> 29
<TABLE>
<S> <C> <C> <C> <C>
Van Kampen American Capital LIT -
Morgan Stanley Real Estate
Securities Portfolio ................. 287,075 15.895654 4,563,245 (12)%
Warburg Pincus Trust -
International Equity Portfolio ....... 579,078 11.816371 6,842,600 5%
Warburg Pincus Trust -
Post Venture Capital Portfolio ....... 64,081 12.075838 773,832 6%
Warburg Pincus Trust -
Small Company Growth Portfolio ....... 731,702 15.568525 11,391,521 (4)%
Modified Single Premium contracts and
Last Survivor Flexible Premium contracts:
American Century VP -
American Century VP Balanced ......... 40,224 14.655512 589,503 16%
American Century VP - American Century
VP Capital Appreciation .............. 56,709 8.631172 489,465 (2)%
American Century VP - American Century
VP Income & Growth ................... 49,568 10.920877 541,326 9%(a)
American Century VP -
American Century VP International .... 109,633 15.178805 1,664,098 19%
American Century VP -
American Century VP Value ............ 39,670 13.407134 531,861 5%
The Dreyfus Socially Responsible
Growth Fund, Inc. .................... 59,391 18.577940 1,103,362 29%
Dreyfus Stock Index Fund ................ 451,985 19.535151 8,829,595 28%
Dreyfus VIF -
Capital Appreciation Portfolio ....... 32,649 13.352746 435,954 30%
Dreyfus VIF -
Growth and Income Portfolio .......... 33,423 12.980656 433,852 12%
Fidelity VIP - Equity-Income Portfolio .. 424,796 15.430209 6,554,691 12%
Fidelity VIP - Growth Portfolio ......... 312,967 17.992701 5,631,122 39%
Fidelity VIP - High Income Portfolio .... 328,441 12.192188 4,004,414 (4)%
Fidelity VIP - Overseas Portfolio ....... 94,348 13.418281 1,265,988 13%
Fidelity VIP-II - Asset Manager
Portfolio ............................ 96,546 15.299714 1,477,126 15%
Fidelity VIP-II - Contrafund Portfolio .. 294,323 18.152724 5,342,764 30%
Fidelity VIP-III -
Growth Opportunities Portfolio ....... 54,891 13.706120 752,343 25%
Morgan Stanley -
Emerging Markets Debt Portfolio ...... 6,444 7.069376 45,555 (28)%
Nationwide SAT -
Capital Appreciation Fund ............ 207,778 20.293858 4,216,617 30%
Nationwide SAT -
Government Bond Fund ................. 100,956 12.754801 1,287,674 9%
Nationwide SAT - Money Market Fund ...... 904,630 11.456534 10,363,924 5%
</TABLE>
(Continued)
<PAGE> 30
<TABLE>
<S> <C> <C> <C> <C>
Nationwide SAT - Small Cap Value
Fund ............................... 18,425 8.603810 158,525 (14)%(a)
Nationwide SAT - Small Company Fund .. 170,740 12.475012 2,129,984 1%
Nationwide SAT - Total Return Fund ... 377,762 17.490359 6,607,193 18%
Neuberger &Berman AMT -
Growth Portfolio .................. 95,390 14.709510 1,403,140 16%
Neuberger & Berman AMT -
Guardian Portfolio ................ 15,552 9.364011 145,629 (6)%(a)
Neuberger &Berman AMT -
Limited Maturity Bond Portfolio ... 72,201 11.674617 842,919 4%
Neuberger &Berman AMT -
Partners Portfolio ................ 241,826 15.696640 3,795,856 4%
Oppenheimer VAF - Bond Fund .......... 90,724 12.420731 1,126,858 7%
Oppenheimer VAF -
Global Securities Fund ............ 89,467 15.133929 1,353,987 14%
Oppenheimer VAF - Growth Fund ........ 98,891 13.009524 1,286,525 24%
Oppenheimer VAF -
Multiple Strategies Fund .......... 90,548 13.674340 1,238,184 7%
Strong Opportunity Fund II, Inc. ..... 85,559 15.336685 1,312,191 14%
Strong VIF - Strong Discovery
Fund II ............................ 20,724 11.809640 244,743 7%
Strong VIF -
Strong International Stock
Fund II ......................... 36,980 8.279751 306,185 (5)%
Van Eck WIT - Worldwide Bond Fund .... 21,531 12.141253 261,413 13%
Van Eck WIT -
Worldwide Emerging Markets Fund ... 41,962 5.869611 246,301 (34)%
Van Eck WIT -
Worldwide Hard Assets Fund ........ 21,804 6.825397 148,821 (31)%
Van Kampen American Capital LIT -
Morgan Stanley Real Estate
Securities Portfolio .............. 58,853 14.679798 863,950 (12)%
Warburg Pincus Trust -
International Equity Portfolio .... 132,142 10.230064 1,351,821 5%
Warburg Pincus Trust -
Post Venture Capital Portfolio .... 4,122 12.272697 50,588 7%
Warburg Pincus Trust -
Small Company Growth Portfolio .... 131,376 11.041376 1,450,572 (3)%
======= ========= ========= ==
$894,156,479
=============
</TABLE>
(a) This investment option was not being utilized for the entire period.
Accordingly, the annual return was computed for such period as the
investment option was utilized.
(b) The annual return does not include contract charges satisfied by
surrendering units.
<PAGE> 68
<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), a wholly owned
subsidiary of Nationwide Financial Services, Inc., as of December 31, 1998 and
1997, 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,
1998. 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, 1998 and 1997, and the
results of their operations and their cash flows for each of the years in the
three-year period ended December 31, 1998, in conformity with generally accepted
accounting principles.
KPMG LLP
Columbus, Ohio
January 29, 1999
<PAGE> 2
<TABLE>
<CAPTION>
NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
(a wholly owned subsidiary of Nationwide Financial Services, Inc.)
Consolidated Balance Sheets
(in millions of dollars, except per share amounts)
December 31,
-----------------------
Assets 1998 1997
------ --------- ---------
<S> <C> <C>
Investments:
Securities available-for-sale, at fair value:
Fixed maturity securities $14,245.1 $13,204.1
Equity securities 127.2 80.4
Mortgage loans on real estate, net 5,328.4 5,181.6
Real estate, net 243.6 311.4
Policy loans 464.3 415.3
Other long-term investments 44.0 25.2
Short-term investments 289.1 358.4
--------- ---------
20,741.7 19,576.4
--------- ---------
Cash 3.4 175.6
Accrued investment income 218.7 210.5
Deferred policy acquisition costs 2,022.2 1,665.4
Other assets 420.3 438.4
Assets held in separate accounts 50,935.8 37,724.4
--------- ---------
$74,342.1 $59,790.7
========= =========
Liabilities and Shareholder's Equity
------------------------------------
Future policy benefits and claims $19,767.1 $18,702.8
Other liabilities 866.1 885.6
Liabilities related to separate accounts 50,935.8 37,724.4
--------- ---------
71,569.0 57,312.8
--------- ---------
Commitments and contingencies (notes 7 and 12)
Shareholder's equity:
Common stock, $1 par value. Authorized 5.0 million shares;
3.8 million shares issued and outstanding 3.8 3.8
Additional paid-in capital 914.7 914.7
Retained earnings 1,579.0 1,312.3
Accumulated other comprehensive income 275.6 247.1
--------- ---------
2,773.1 2,477.9
--------- ---------
$74,342.1 $59,790.7
========= =========
</TABLE>
See accompanying notes to consolidated financial statements.
<PAGE> 3
<TABLE>
<CAPTION>
NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
(a wholly owned subsidiary of Nationwide Financial Services, Inc.)
Consolidated Statements of Income
(in millions of dollars)
Years ended December 31,
-----------------------------------
1998 1997 1996
-------- -------- ---------
<S> <C> <C> <C>
Revenues:
Policy charges $ 698.9 $ 545.2 $ 400.9
Life insurance premiums 200.0 205.4 198.6
Net investment income 1,481.6 1,409.2 1,357.8
Realized gains (losses) on investments 28.4 11.1 (0.3)
Other 66.8 46.5 35.9
-------- -------- --------
2,475.7 2,217.4 1,992.9
-------- -------- --------
Benefits and expenses:
Interest credited to policyholder account balances 1,069.0 1,016.6 982.3
Other benefits and claims 175.8 178.2 178.3
Policyholder dividends on participating policies 39.6 40.6 41.0
Amortization of deferred policy acquisition costs 214.5 167.2 133.4
Other operating expenses 419.7 384.9 342.4
-------- -------- --------
1,918.6 1,787.5 1,677.4
-------- -------- --------
Income from continuing operations before federal income tax expense 557.1 429.9 315.5
Federal income tax expense 190.4 150.2 110.9
-------- -------- --------
Income from continuing operations 366.7 279.7 204.6
Income from discontinued operations (less federal income tax expense
of $4.5 in 1996) -- -- 11.3
-------- -------- --------
Net income $ 366.7 $ 279.7 $ 215.9
======== ======== ========
</TABLE>
See accompanying notes to consolidated financial statements.
<PAGE> 4
<TABLE>
<CAPTION>
NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
(a wholly owned subsidiary of Nationwide Financial Services, Inc.)
Consolidated Statements of Shareholder's Equity
Years ended December 31, 1998, 1997 and 1996
(in millions of dollars)
Accumulated
Additional other Total
Common paid-in Retained comprehensive shareholder's
stock capital earnings income equity
----- ------- -------- ------ ------
<S> <C> <C> <C> <C> <C>
December 31, 1995 $ 3.8 $ 657.2 $1,583.2 $ 384.3 $2,628.5
Comprehensive income:
Net income -- -- 215.9 -- 215.9
Net unrealized losses on securities
available-for-sale arising during
the year -- -- -- (170.9) (170.9)
--------
Total comprehensive income 45.0
--------
Dividends to shareholder -- (129.3) (366.5) (39.8) (535.6)
------ ------- -------- ------- --------
December 31, 1996 3.8 527.9 1,432.6 173.6 2,137.9
Comprehensive income:
Net income -- -- 279.7 -- 279.7
Net unrealized gains on securities
available-for-sale arising during
the year -- -- -- 73.5 73.5
--------
Total comprehensive income 353.2
--------
Capital contribution -- 836.8 -- -- 836.8
Dividend to shareholder -- (450.0) (400.0) -- (850.0)
------ ------- -------- ------- --------
December 31, 1997 3.8 914.7 1,312.3 247.1 2,477.9
Comprehensive income:
Net income -- -- 366.7 -- 366.7
Net unrealized gains on securities
available-for-sale arising during
the year -- -- -- 28.5 28.5
--------
Total comprehensive income 395.2
--------
Dividend to shareholder -- -- (100.0) -- (100.0)
------ ------- -------- ------- --------
December 31, 1998 $ 3.8 $ 914.7 $1,579.0 $ 275.6 $2,773.1
====== ======= ======== ======= ========
</TABLE>
See accompanying notes to consolidated financial statements.
<PAGE> 5
<TABLE>
<CAPTION>
NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
(a wholly owned subsidiary of Nationwide Financial Services, Inc.)
Consolidated Statements of Cash Flows
(in millions of dollars)
Years ended December 31,
---------------------------------------
1998 1997 1996
--------- --------- ---------
<S> <C> <C> <C>
Cash flows from operating activities:
Net income $ 366.7 $ 279.7 $ 215.9
Adjustments to reconcile net income to net cash provided by operating
activities:
Interest credited to policyholder account balances 1,069.0 1,016.6 982.3
Capitalization of deferred policy acquisition costs (584.2) (487.9) (422.6)
Amortization of deferred policy acquisition costs 214.5 167.2 133.4
Amortization and depreciation (8.5) (2.0) 7.0
Realized gains on invested assets, net (28.4) (11.1) (0.3)
(Increase) decrease in accrued investment income (8.2) (0.3) 2.8
(Increase) decrease in other assets 16.4 (12.7) (38.9)
Decrease in policy liabilities (8.3) (23.1) (151.0)
(Decrease) increase in other liabilities (34.8) 230.6 191.4
Other, net (11.3) (10.9) (61.7)
--------- --------- ---------
Net cash provided by operating activities 982.9 1,146.1 858.3
--------- --------- ---------
Cash flows from investing activities:
Proceeds from maturity of securities available-for-sale 1,557.0 993.4 1,162.8
Proceeds from sale of securities available-for-sale 610.5 574.5 299.6
Proceeds from repayments of mortgage loans on real estate 678.2 437.3 309.0
Proceeds from sale of real estate 103.8 34.8 18.5
Proceeds from repayments of policy loans and sale of other invested assets 23.6 22.7 22.8
Cost of securities available-for-sale acquired (3,182.8) (2,828.1) (1,573.6)
Cost of mortgage loans on real estate acquired (829.1) (752.2) (972.8)
Cost of real estate acquired (0.8) (24.9) (7.9)
Policy loans issued and other invested assets acquired (88.4) (62.5) (57.7)
Short-term investments, net 69.3 (354.8) 28.0
--------- --------- ---------
Net cash used in investing activities (1,058.7) (1,959.8) (771.3)
--------- --------- ---------
Cash flows from financing activities:
Proceeds from capital contributions -- 836.8 --
Cash dividends paid (100.0) -- (50.0)
Increase in investment product and universal life insurance
product account balances 2,682.1 2,488.5 1,781.8
Decrease in investment product and universal life insurance
product account balances (2,678.5) (2,379.8) (1,784.5)
--------- --------- ---------
Net cash (used in) provided by financing activities (96.4) 945.5 (52.7)
--------- --------- ---------
Net (decrease) increase in cash (172.2) 131.8 34.3
Cash, beginning of year 175.6 43.8 9.5
--------- --------- ---------
Cash, end of year $ 3.4 $ 175.6 $ 43.8
========= ========= =========
</TABLE>
See accompanying notes to consolidated financial statements.
<PAGE> 6
NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
(a wholly owned subsidiary of Nationwide Financial Services, Inc.)
Notes to Consolidated Financial Statements
December 31, 1998, 1997 and 1996
(1) Organization and Description of Business
----------------------------------------
Prior to January 27, 1997, Nationwide Life Insurance Company (NLIC) was
wholly owned by Nationwide Corporation (Nationwide Corp.). On that
date, Nationwide Corp. contributed the outstanding shares of NLIC's
common stock to Nationwide Financial Services, Inc. (NFS), a holding
company formed by Nationwide Corp. in November 1996 for NLIC and the
other companies within the Nationwide Insurance Enterprise that offer
or distribute long-term savings and retirement products. On March 11,
1997, NFS completed an initial public offering of its Class A common
stock.
During 1996 and 1997, Nationwide Corp. and NFS completed certain
transactions in anticipation of the initial public offering that
focused the business of NFS on long-term savings and retirement
products. On September 24, 1996, NLIC declared a dividend payable to
Nationwide Corp. on January 1, 1997 consisting of the outstanding
shares of common stock of certain subsidiaries that do not offer or
distribute long-term savings or 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 two affiliates effective January 1, 1996. These subsidiaries,
through December 31, 1996, and all accident and health and group life
insurance business have been accounted for as discontinued operations
for all periods presented. See notes 10 and 14. Additionally, NLIC paid
$900.0 million of dividends, $50.0 million to Nationwide Corp. on
December 31, 1996 and $850.0 million to NFS, which then made an
equivalent dividend to Nationwide Corp., on February 24, 1997.
NFS contributed $836.8 million to the capital of NLIC during March
1997.
Wholly owned subsidiaries of NLIC include Nationwide Life and Annuity
Insurance Company (NLAIC), Nationwide Advisory Services, Inc.,
Nationwide Investment Services Corporation and NWE, Inc. NLIC and its
subsidiaries are collectively referred to as "the Company."
The Company is a leading provider of long-term savings and retirement
products, including variable annuities, fixed annuities and life
insurance.
(2) 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, which differ
from statutory accounting practices prescribed or permitted by
regulatory authorities. Annual Statements for NLIC and NLAIC, filed
with the Department of Insurance of the State of Ohio (the Department),
are prepared on the basis of accounting practices prescribed or
permitted by the 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.
<PAGE> 7
NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
(a wholly owned subsidiary of Nationwide Financial Services, Inc.)
Notes to Consolidated Financial Statements, Continued
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. Operations that are classified
and reported as discontinued operations are not consolidated but
rather are reported as "Income from 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, 1998 or 1997.
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 is 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.
<PAGE> 8
NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
(a wholly owned subsidiary of Nationwide Financial Services, Inc.)
Notes to Consolidated Financial Statements, Continued
(c) Revenues and Benefits
---------------------
Investment Products and Universal Life Insurance Products:
Investment products consist primarily of individual and group
variable and fixed deferred annuities. Universal life insurance
products include universal life insurance, variable universal life
insurance, corporate owned 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.
(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 sales 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 insurance
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 2(b).
(e) Separate Accounts
-----------------
Separate account assets and liabilities represent contractholders'
funds which have been segregated into accounts with specific
investment objectives. For all but $743.9 million of separate
account assets, 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. The average interest rate credited on investment product
policy reserves was 6.0%, 6.1% and 6.3% for the years ended
December 31, 1998, 1997 and 1996, respectively.
Future policy benefits for traditional life insurance policies
have been calculated by the net level premium method using
interest rates varying from 6.0% to 10.5% and 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.
<PAGE> 9
NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
(a wholly owned subsidiary of Nationwide Financial Services, Inc.)
Notes to Consolidated Financial Statements, Continued
(g) Participating Business
----------------------
Participating business represents approximately 40% in 1998 (50%
in 1997 and 52% in 1996) of the Company's life insurance in force,
74% in 1998 (77% in 1997 and 78% in 1996) of the number of life
insurance policies in force, and 14% in 1998 (27% in 1997 and 40%
in 1996) of life insurance statutory premiums. The provision for
policyholder dividends is based on current dividend scales and is
included in "Future policy benefits and claims" in the
accompanying consolidated balance sheets.
(h) Federal Income Tax
------------------
The Company files a consolidated federal income tax return with
Nationwide Mutual Insurance Company (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.
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.
(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 10 and 14.
<PAGE> 10
NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
(a wholly owned subsidiary of Nationwide Financial Services, Inc.)
Notes to Consolidated Financial Statements, Continued
(j) Recently Issued Accounting Pronouncements
-----------------------------------------
On January 1, 1998 the Company adopted SFAS No. 131 - Disclosures
about Segments of an Enterprise and Related Information (SFAS
131). SFAS 131 supersedes SFAS No. 14 - Financial Reporting for
Segments of a Business Enterprise. SFAS 131 establishes standards
for public business enterprises to report information about
operating segments in annual financial statements and selected
information about operating segments in interim financial reports.
SFAS 131 also establishes standards for related disclosures about
products and services, geographic areas, and major customers. The
adoption of SFAS 131 did not affect results of operations or
financial position, nor did it affect the manner in which the
Company defines its operating segments. The segment information
required for annual financial statements is included in note 13.
On January 1, 1998, the Company adopted SFAS No. 132 - Employers'
Disclosures about Pensions and Other Postretirement Benefits (SFAS
132). SFAS 132 revises employers' disclosures about pension and
other postretirement benefit plans. The Statement does not change
the measurement or recognition of benefit plans in the financial
statements. The revised disclosures required by SFAS 132 are
included in note 8.
In June 1998, the FASB issued SFAS No. 133 - Accounting for
Derivative Instruments and Hedging Activities (SFAS 133). SFAS 133
establishes accounting and reporting standards for derivative
instruments and for hedging activities. Contracts that contain
embedded derivatives, such as certain insurance contracts, are
also addressed by the Statement. SFAS 133 requires that an entity
recognize all derivatives as either assets or liabilities in the
statement of financial position and measure those instruments at
fair value. The Statement is effective for fiscal years beginning
after June 15, 1999. It may be implemented earlier provided
adoption occurs as of the beginning of any fiscal quarter after
issuance. The Company plans to adopt this Statement in first
quarter 2000 and is currently evaluating the impact on results of
operations and financial condition.
In March 1998, The American Institute of Certified Public
Accountant's Accounting Standards Executive Committee issued
Statement of Position 98-1 - Accounting for the Costs of Computer
Software Developed or Obtained for Internal Use (SOP 98-1). SOP
98-1 provides guidance intended to standardize accounting
practices for costs incurred to develop or obtain computer
software for internal use. Specifically, SOP 98-1 provides
guidance for determining whether computer software is for internal
use and when costs incurred for internal use software are to be
capitalized. SOP 98-1 is effective for financial statements for
fiscal years beginning after December 15, 1998. The Company does
not expect the adoption of SOP 98-1, which occurred on January 1,
1999, to have a material impact on the Company's financial
statements.
(k) Reclassification
----------------
Certain items in the 1997 and 1996 consolidated financial
statements have been reclassified to conform to the 1998
presentation.
<PAGE> 11
NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
(a wholly owned subsidiary of Nationwide Financial Services, Inc.)
Notes to Consolidated Financial Statements, Continued
(3) Investments
-----------
The amortized cost, gross unrealized gains and losses and estimated
fair value of securities available-for-sale as of December 31, 1998 and
1997 were:
<TABLE>
<CAPTION>
Gross Gross
Amortized unrealized unrealized Estimated
(in millions of dollars) cost gains losses fair value
------------------------ ---- ----- ------ ----------
<S> <C> <C> <C> <C>
December 31, 1998:
Fixed maturity securities:
U.S. Treasury securities and obligations of U.S.
government corporations and agencies $ 255.9 $ 13.0 $ -- $ 268.9
Obligations of states and political subdivisions 1.6 -- -- 1.6
Debt securities issued by foreign governments 106.5 4.5 -- 111.0
Corporate securities 9,899.6 423.2 (18.7) 10,304.1
Mortgage-backed securities 3,457.7 104.2 (2.4) 3,559.5
--------- ------ ------ ---------
Total fixed maturity securities 13,721.3 544.9 (21.1) 14,245.1
Equity securities 110.4 18.3 (1.5) 127.2
--------- ------ ------ ---------
$13,831.7 $563.2 $(22.6) $14,372.3
========= ====== ====== =========
December 31, 1997:
Fixed maturity securities:
U.S. Treasury securities and obligations of U.S.
government corporations and agencies $ 305.1 $ 8.6 $ -- $ 313.7
Obligations of states and political subdivisions 1.6 -- -- 1.6
Debt securities issued by foreign governments 93.3 2.7 (0.2) 95.8
Corporate securities 8,698.7 355.5 (11.5) 9,042.7
Mortgage-backed securities 3,634.2 118.6 (2.5) 3,750.3
--------- ------ ------ ---------
Total fixed maturity securities 12,732.9 485.4 (14.2) 13,204.1
Equity securities 67.8 12.9 (0.3) 80.4
--------- ------ ------ ---------
$12,800.7 $498.3 $(14.5) $13,284.5
========= ====== ====== =========
</TABLE>
As of December 31, 1998 the Company had entered into S&P 500 futures
contracts with a notional amount of $20.0 million to reduce the risk of
changes in the fair market value of certain investments classified as
equity securities. These contracts had an unrealized loss of $1.3
million as of December 31, 1998 which is included in the recorded
amount of the equity securities and in accumulated other comprehensive
income, net of tax, similar to other unrealized gains and losses on
securities available-for-sale.
<PAGE> 12
NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
(a wholly owned subsidiary of Nationwide Financial Services, Inc.)
Notes to Consolidated Financial Statements, Continued
The amortized cost and estimated fair value of fixed maturity
securities available-for-sale as of December 31, 1998, by expected
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
(in millions of dollars) cost fair value
---- ----------
<S> <C> <C>
Fixed maturity securities available for sale:
Due in one year or less $ 2,019.9 $ 2,048.0
Due after one year through five years 8,169.1 8,470.6
Due after five years through ten years 2,795.0 2,927.7
Due after ten years 737.3 798.8
--------- ---------
$13,721.3 $14,245.1
========= =========
</TABLE>
The components of unrealized gains on securities available-for-sale,
net, were as follows as of December 31:
<TABLE>
<CAPTION>
(in millions of dollars) 1998 1997
---- ----
<S> <C> <C>
Gross unrealized gains $ 540.6 $ 483.8
Adjustment to deferred policy acquisition costs (116.6) (103.7)
Deferred federal income tax (148.4) (133.0)
------- -------
$ 275.6 $ 247.1
======= =======
</TABLE>
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>
(in millions of dollars) 1998 1997 1996
---- ---- ----
<S> <C> <C> <C>
Securities available-for-sale:
Fixed maturity securities $52.6 $137.5 $(289.2)
Equity securities 4.2 (2.7) 8.9
----- ------ -------
$56.8 $134.8 $(280.3)
===== ====== =======
</TABLE>
Proceeds from the sale of securities available-for-sale during 1998,
1997 and 1996 were $610.5 million, $574.5 million and $299.6 million,
respectively. During 1998, gross gains of $9.0 million ($9.9 million
and $6.6 million in 1997 and 1996, respectively) and gross losses of
$7.6 million ($18.0 million and $6.9 million in 1997 and 1996,
respectively) were realized on those sales. In addition, gross gains of
$15.1 million and gross losses of $0.7 million were realized in 1997
when the Company paid a dividend to NFS, which then made an equivalent
dividend to Nationwide Corp., consisting of securities having an
aggregate fair value of $850.0 million.
The recorded investment of mortgage loans on real estate considered to
be impaired as of December 31, 1998 was $3.7 million. No valuation
allowance has been recorded for these loans as of December 31, 1998.
The recorded investment of mortgage loans on real estate considered to
be impaired as of December 31, 1997 was $19.9 million which includes
$3.9 million of impaired mortgage loans on real estate for which the
related valuation allowance was $0.1 million and $16.0 million of
impaired mortgage loans on real estate for which there was no valuation
allowance. During 1998, the average recorded investment in impaired
mortgage loans on real estate was approximately $9.1 million ($31.8
million in 1997) and interest income recognized on those loans was $0.3
million ($1.0 million in 1997), which is equal to interest income
recognized using a cash-basis method of income recognition.
<PAGE> 13
NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
(a wholly owned subsidiary of Nationwide Financial Services, Inc.)
Notes to Consolidated Financial Statements, Continued
Activity in the valuation allowance account for mortgage loans on real
estate is summarized for the years ended December 31:
<TABLE>
<CAPTION>
(in millions of dollars) 1998 1997
---- ----
<S> <C> <C>
Allowance, beginning of year $42.5 $51.0
Reductions credited to operations (0.1) (1.2)
Direct write-downs charged against the allowance -- (7.3)
----- -----
Allowance, end of year $42.4 $42.5
===== =====
</TABLE>
Real estate is presented at cost less accumulated depreciation of $21.5
million as of December 31, 1998 ($45.1 million as of December 31, 1997)
and valuation allowances of $5.4 million as of December 31, 1998 ($11.1
million as of December 31, 1997).
Investments that were non-income producing for the twelve month period
preceding December 31, 1998 amounted to $42.4 million ($19.4 million
for 1997) and consisted of $32.7 million ($3.0 million in 1997) in
securities available-for-sale and $9.7 million ($16.4 million in 1997)
in real estate.
An analysis of investment income by investment type follows for the
years ended December 31:
<TABLE>
<CAPTION>
(in millions of dollars) 1998 1997 1996
---- ---- ----
<S> <C> <C> <C>
Gross investment income:
Securities available-for-sale:
Fixed maturity securities $ 982.5 $ 911.6 $ 917.1
Equity securities 0.8 0.8 1.3
Mortgage loans on real estate 458.9 457.7 432.8
Real estate 40.4 42.9 44.3
Short-term investments 17.8 22.7 4.2
Other 30.7 21.0 4.0
-------- -------- --------
Total investment income 1,531.1 1,456.7 1,403.7
Less investment expenses 49.5 47.5 45.9
-------- -------- --------
Net investment income $1,481.6 $1,409.2 $1,357.8
======== ======== ========
</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>
(in millions of dollars) 1998 1997 1996
---- ---- ----
<S> <C> <C> <C>
Securities available-for-sale:
Fixed maturity securities $(0.7) $ 3.6 $(3.5)
Equity securities 2.1 2.7 3.2
Mortgage loans on real estate 3.9 1.6 (4.1)
Real estate and other 23.1 3.2 4.1
----- ----- -----
$28.4 $11.1 $(0.3)
===== ===== =====
</TABLE>
Fixed maturity securities with an amortized cost of $6.5 million and
$6.2 million as of December 31, 1998 and 1997, respectively, were on
deposit with various regulatory agencies as required by law.
<PAGE> 14
NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
(a wholly owned subsidiary of Nationwide Financial Services, Inc.)
Notes to Consolidated Financial Statements, Continued
(4) Federal Income Tax
------------------
The Company's current federal income tax liability was $72.8 million
and $60.1 million as of December 31, 1998 and 1997, respectively.
The tax effects of temporary differences that give rise to significant
components of the net deferred tax liability as of December 31, 1998
and 1997 are as follows:
<TABLE>
<CAPTION>
(in millions of dollars) 1998 1997
---- ----
<S> <C> <C>
Deferred tax assets:
Future policy benefits $207.7 $200.1
Liabilities in Separate Accounts 319.9 242.0
Mortgage loans on real estate and real estate 17.5 19.0
Other assets and other liabilities 58.9 59.2
------ ------
Total gross deferred tax assets 604.0 520.3
Less valuation allowance (7.0) (7.0)
------ ------
Net deferred tax assets 597.0 513.3
------ ------
Deferred tax liabilities:
Deferred policy acquisition costs 568.7 480.5
Fixed maturity securities 212.2 193.3
Deferred tax on realized investment gains 34.8 40.1
Equity securities and other long-term investments 9.6 7.5
Other 21.6 22.2
------ ------
Total gross deferred tax liabilities 846.9 743.6
------ ------
Net deferred tax liability $249.9 $230.3
====== ======
</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, 1998, 1997 and 1996.
Federal income tax expense attributable to income from continuing
operations for the years ended December 31 was as follows:
<TABLE>
<CAPTION>
(in millions of dollars) 1998 1997 1996
---- ---- ----
<S> <C> <C> <C>
Currently payable $186.1 $121.7 $116.5
Deferred tax expense (benefit) 4.3 28.5 (5.6)
------ ------ ------
$190.4 $150.2 $110.9
====== ====== ======
</TABLE>
<PAGE> 15
NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
(a wholly owned subsidiary of Nationwide Financial Services, Inc.)
Notes to Consolidated Financial Statements, Continued
Total federal income tax expense for the years ended December 31, 1998,
1997 and 1996 differs from the amount computed by applying the U.S.
federal income tax rate to income before tax as follows:
<TABLE>
<CAPTION>
1998 1997 1996
----------------- ---------------- -----------------
(in millions of dollars) Amount % Amount % Amount %
------ - ------ - ------ -
<S> <C> <C> <C> <C> <C> <C>
Computed (expected) tax expense $195.0 35.0 $150.5 35.0 $110.4 35.0
Tax exempt interest and dividends
received deduction (4.9) (0.9) - 0.0 (0.2) (0.1)
Other, net 0.3 0.1 (0.3) (0.1) 0.7 0.3
------ ---- ------ ---- ------ ----
Total (effective rate of each year) $190.4 34.2 $150.2 34.9 $110.9 35.2
====== ==== ====== ==== ====== ====
</TABLE>
Total federal income tax paid was $173.4 million, $91.8 million and
$115.8 million during the years ended December 31, 1998, 1997 and 1996,
respectively.
(5) Comprehensive Income
--------------------
Pursuant to SFAS No. 130 - Reporting Comprehensive Income, which the
Company adopted January 1, 1998, the Consolidated Statements of
Shareholder's Equity include a new measure called "Comprehensive
Income". Comprehensive Income includes net income as well as certain
items that are reported directly within separate components of
shareholders' equity that bypass net income. Currently, the Company's
only component of Other Comprehensive Income is unrealized gains
(losses) on securities available-for-sale. The related before and after
federal tax amounts are as follows:
<TABLE>
<CAPTION>
(in millions of dollars) 1998 1997 1996
---- ---- ----
<S> <C> <C> <C>
Unrealized gains (losses) on securities
available-for-sale arising during the period:
Gross $ 58.2 $141.1 $(272.4)
Adjustment to deferred policy acquisition costs (12.9) (21.8) 57.0
Related federal income tax (expense) benefit (15.9) (41.7) 44.0
------ ------ ------
Net 29.4 77.6 (171.4)
------ ------ ------
Reclassification adjustment for net (gains) losses
on securities available-for-sale realized
during the period:
Gross (1.4) (6.3) 0.7
Related federal income tax expense (benefit) 0.5 2.2 (0.2)
------ ------ -------
Net (0.9) (4.1) 0.5
------ ------ -------
Total Other Comprehensive Income $ 28.5 $ 73.5 $(170.9)
====== ====== =======
</TABLE>
(6) Fair Value of Financial Instruments
-----------------------------------
The following disclosures summarize the carrying amount and estimated
fair value of the Company's financial instruments. Certain assets and
liabilities are specifically excluded from the disclosure requirements
of financial instruments. Accordingly, the aggregate fair value amounts
presented do not represent the underlying value of the Company.
<PAGE> 16
NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
(a wholly owned subsidiary of Nationwide Financial Services, Inc.)
Notes to Consolidated Financial Statements, Continued
The fair value of a financial instrument is defined 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 to be based on estimates using
present value or other valuation techniques. Many of the Company's
assets and liabilities subject to the disclosure requirements are not
actively traded, requiring fair values to be estimated by management
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.
Although insurance contracts, other than policies such as annuities
that are classified as investment contracts, are specifically exempted
from the disclosure requirements, 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:
Fixed maturity and equity securities: The 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. The carrying amount and fair value for
equity securities exclude the fair value of futures contracts
designated as hedges of equity securities.
Mortgage loans on real estate, net: 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 mortgage loans in default is the estimated fair
value of the underlying collateral.
Policy loans, short-term investments and cash: The carrying amount
reported in the consolidated balance sheets for these instruments
approximates their fair value.
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 is net of certain surrender
charges.
Investment contracts: The 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 analysis. Interest rates used are similar to currently
offered contracts with maturities consistent with those remaining
for the contracts being valued.
<PAGE> 17
NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
(a wholly owned subsidiary of Nationwide Financial Services, Inc.)
Notes to Consolidated Financial Statements, Continued
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.
Commitments to extend credit: Commitments to extend credit have
nominal fair value because of the short-term nature of such
commitments. See note 7.
Futures contracts: The fair value for futures contracts is based
on quoted market prices.
Carrying amount and estimated fair value of financial instruments
subject to disclosure requirements and policy reserves on life
insurance contracts were as follows as of December 31:
<TABLE>
<CAPTION>
1998 1997
------------------------- --------------------------
Carrying Estimated Carrying Estimated
(in millions of dollars) amount fair value amount fair value
--------- ---------- --------- ----------
<S> <C> <C> <C> <C>
Assets:
Investments:
Securities available-for-sale:
Fixed maturity securities $14,245.1 $14,245.1 $13,204.1 $13,204.1
Equity securities 128.5 128.5 80.4 80.4
Mortgage loans on real estate, net 5,328.4 5,527.6 5,181.6 5,509.7
Policy loans 464.3 464.3 415.3 415.3
Short-term investments 289.1 289.1 358.4 358.4
Cash 3.4 3.4 175.6 175.6
Assets held in separate accounts 50,935.8 50,935.8 37,724.4 37,724.4
Liabilities:
Investment contracts 15,468.7 15,158.6 14,708.2 14,322.1
Policy reserves on life insurance contracts 3,914.0 3,768.9 3,345.4 3,182.4
Liabilities related to separate accounts 50,935.8 49,926.5 37,724.4 36,747.0
Futures contracts 1.3 1.3 -- --
</TABLE>
(7) Risk Disclosures
----------------
The following is a description of the most significant risks facing
life insurers and how the Company mitigates those risks:
Credit Risk: 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.
Interest Rate Risk: 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.
<PAGE> 18
NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
(a wholly owned subsidiary of Nationwide Financial Services, Inc.)
Notes to Consolidated Financial Statements, Continued
Legal/Regulatory Risk: The risk that changes in the legal or regulatory
environment in which an insurer operates will result in increased
competition, reduced demand for a company's products, or create
additional expenses not anticipated by the insurer in pricing its
products. 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.
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.
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 $156.0 million
extending into 1999 were outstanding as of December 31, 1998. The
Company also had $40.0 million of commitments to purchase fixed
maturity securities outstanding as of December 31, 1998.
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 22% (20% in 1997) in any geographic area and no more than 2% (2%
in 1997) with any one borrower as of December 31, 1998. As of December
31, 1998, 42% (46% in 1997) of the remaining principal balance of the
Company's commercial mortgage loan portfolio financed retail
properties.
Reinsurance: 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 $187.9 million and $220.2 million as of December 31,
1998 and 1997, 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.
(8) Pension Plan and Postretirement Benefits Other Than Pensions
------------------------------------------------------------
The Company is a participant, together with other affiliated companies,
in a pension plan covering all employees who have completed at least
one year 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. Assets of the
Retirement Plan are invested in group annuity contracts of NLIC and
Employers Life Insurance Company of Wausau (ELICW).
Pension costs charged to operations by the Company during the years
ended December 31, 1998, 1997 and 1996 were $2.0 million, $7.5 million
and $7.4 million, respectively. The Company has recorded a prepaid
pension asset of $5.0 million as of December 31, 1998 and no prepaid or
accrued pension asset or expense as of December 31, 1997.
<PAGE> 19
NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
(a wholly owned subsidiary of Nationwide Financial Services, Inc.)
Notes to Consolidated Financial Statements, Continued
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 (APBO), 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,
1998 and 1997 was $40.1 million and $36.5 million, respectively, and
the net periodic postretirement benefit cost (NPPBC) for 1998, 1997 and
1996 was $4.1 million, $3.0 million and $3.3 million, respectively.
Information regarding the funded status of the pension plan as a whole
and the postretirement life and health care benefit plan as a whole as
of December 31, 1998 and 1997 follows:
<TABLE>
<CAPTION>
Pension Benefits Postretirement Benefits
--------------------- -----------------------
(in millions of dollars) 1998 1997 1998 1997
--------------------------------------------------------- -------- -------- -------- -------
<S> <C> <C> <C> <C>
Change in benefit obligation:
Benefit obligation at beginning of year $2,033.8 $1,847.8 $237.9 $ 200.7
Service cost 87.6 77.3 9.8 7.0
Interest cost 123.4 118.6 15.4 14.0
Actuarial loss 123.2 60.0 15.6 24.4
Plan curtailment in 1998/merger in 1997 (107.2) 1.5 - -
Benefits paid (75.8) (71.4) (8.6) (8.2)
-------- -------- ------- -------
Benefit obligation at end of year 2,185.0 2,033.8 270.1 237.9
-------- -------- ------- -------
Change in plan assets:
Fair value of plan assets at beginning of year 2,212.9 1,947.9 69.2 63.0
Actual return on plan assets 300.7 328.1 5.0 3.6
Employer contribution 104.1 7.2 12.1 10.6
Plan merger - 1.1 - -
Benefits paid (75.8) (71.4) (8.4) (8.0)
-------- -------- ------- -------
Fair value of plan assets at end of year 2,541.9 2,212.9 77.9 69.2
-------- -------- ------- -------
Funded status 356.9 179.1 (192.2) (168.7)
Unrecognized prior service cost 31.5 34.7 - -
Unrecognized net (gains) losses (345.7) (330.7) 16.0 1.6
Unrecognized net (asset) obligation at transition (11.0) 33.3 1.3 1.5
-------- -------- ------- -------
Prepaid (accrued) benefit cost $ 31.7 $ (83.6) $(174.9) $(165.6)
======== ======== ======= =======
</TABLE>
<PAGE> 20
NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
(a wholly owned subsidiary of Nationwide Financial Services, Inc.)
Notes to Consolidated Financial Statements, Continued
Basis for measurements, funded status of the pension plan and
postretirement life and health care benefit plan:
<TABLE>
<CAPTION>
Pension Benefits Postretirement Benefits
-------------------- -----------------------
1998 1997 1998 1997
-------- ------ -------- --------
<S> <C> <C> <C> <C>
Weighted average discount rate 5.50% 6.00% 6.65% 6.70%
Rate of increase in future compensation levels 3.75% 4.25% -- --
Assumed health care cost trend rate:
Initial rate -- -- 15.00% 12.13%
Ultimate rate -- -- 8.00% 6.12%
Uniform declining period -- -- 15 Years 12 Years
</TABLE>
The net periodic pension cost for the pension plan as a whole for the
years ended December 31, 1998, 1997 and 1996 follows:
<TABLE>
<CAPTION>
(in millions of dollars) 1998 1997 1996
-------------------------------------------------------------------------------- ---- ----
<S> <C> <C>
Service cost (benefits earned during the period) $ 87.6 $ 77.3 $ 75.5
Interest cost on projected benefit obligation 123.4 118.6 105.5
Expected return on plan assets (159.0) (139.0) (116.1)
Recognized gains (3.8) - -
Amortization of prior service cost 3.2 3.2 3.2
Amortization of unrecognized transition obligation 4.2 4.2 4.1
------- ------- -------
$ 55.6 $ 64.3 $ 72.2
======= ======= =======
</TABLE>
Effective December 31, 1998, Wausau Service Corporation (WSC) ended its
affiliation with the Nationwide Insurance Enterprise and employees of
WSC ended participation in the plan. A curtailment gain of $67.1
million resulted (consisting of a $107.2 million reduction in the
projected benefit obligation, net of the write-off of the $40.1 million
remaining unamortized transition obligation related to WSC). The
Company anticipates that the plan will settle the obligation related to
WSC employees with a transfer of assets during 1999.
Basis for measurements, net periodic pension cost for the pension plan:
<TABLE>
<CAPTION>
1998 1997 1996
---- ---- ----
<S> <C> <C> <C>
Weighted average discount rate 6.00% 6.50% 6.00%
Rate of increase in future compensation levels 4.25% 4.75% 4.25%
Expected long-term rate of return on plan assets 7.25% 7.25% 6.75%
</TABLE>
<PAGE> 21
NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
(a wholly owned subsidiary of Nationwide Financial Services, Inc.)
Notes to Consolidated Financial Statements, Continued
The amount of NPPBC for the postretirement benefit plan as a whole for
the years ended December 31, 1998, 1997 and 1996 was as follows:
<TABLE>
<CAPTION>
(in millions of dollars) 1998 1997 1996
---- ---- ----
<S> <C> <C> <C>
Service cost (benefits attributed to employee service during the year) $ 9.8 $ 7.0 $ 6.5
Interest cost on accumulated postretirement benefit obligation 15.4 14.0 13.7
Actual return on plan assets (5.0) (3.6) (4.3)
Amortization of unrecognized transition obligation of affiliates 0.2 0.2 0.2
Net amortization and deferral 1.2 (0.5) 1.8
----- ----- -----
$21.6 $17.1 $17.9
===== ===== =====
</TABLE>
Actuarial assumptions used for the measurement of the accumulated
postretirement benefit obligation (APBO) and the NPPBC for the
postretirement benefit plan for 1998, 1997 and 1996 were as follows:
<TABLE>
<CAPTION>
1998 1997 1996
----- ----- ----
<S> <C> <C> <C>
NPPBC:
Discount rate 6.70% 7.25% 6.65%
Long term rate of return on plan
assets, net of tax 5.83% 5.89% 4.80%
Assumed health care cost trend rate:
Initial rate 12.00% 11.00% 11.00%
Ultimate rate 6.00% 6.00% 6.00%
Uniform declining period 12 Years 12 Years 12 Years
</TABLE>
For the postretirement benefit plan as a whole, a one percentage point
increase or decrease in the assumed health care cost trend rate would
have no impact on the APBO as of December 31, 1998 and have no impact
on the NPPBC for the year ended December 31, 1998.
(9) Shareholder's Equity, Regulatory Risk-Based Capital, Retained Earnings
----------------------------------------------------------------------
and Dividend Restrictions
-------------------------
Ohio, NLIC's and NLAIC'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 NLAIC each exceed
the minimum risk-based capital requirements.
The statutory capital and surplus of NLIC as of December 31, 1998, 1997
and 1996 was $1.32 billion, $1.13 billion and $1.00 billion,
respectively. The statutory net income of NLIC for the years ended
December 31, 1998, 1997 and 1996 was $171.0 million, $111.7 million and
$73.2 million, respectively.
The Company is limited in the amount of shareholder dividends it may
pay without prior approval by the Department. As of December 31, 1998,
the maximum amount available for dividend payment from the Company to
its shareholder without prior approval of the Department was $71.0
million.
<PAGE> 22
NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
(a wholly owned subsidiary of Nationwide Financial Services, Inc.)
Notes to Consolidated Financial Statements, Continued
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 shareholder.
The Company currently does not expect such regulatory requirements to
impair its ability to pay operating expenses and shareholder dividends
in the future.
(10) Transactions With Affiliates
----------------------------
As part of the restructuring described in note 1, NLIC paid a dividend
valued at $485.7 million to Nationwide Corp. on January 1, 1997
consisting of the outstanding shares of common stock of ELICW, National
Casualty Company (NCC) and West Coast Life Insurance Company (WCLIC).
Also, on February 24, 1997, NLIC paid a dividend to NFS, and NFS paid
an equivalent dividend to Nationwide Corp., consisting of securities
having an aggregate fair value of $850.0 million. The Company
recognized a gain of $14.4 million on the transfer of securities.
The Company leases office space from NMIC and certain of its
subsidiaries. For the years ended December 31, 1998, 1997 and 1996, the
Company made lease payments to NMIC and its subsidiaries of $8.0
million, $8.4 million and $9.1 million, 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 $95.0 million, $85.8 million and $101.6
million in 1998, 1997 and 1996, 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 inter-company 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 $31.9 million and $20.5 million as of
December 31, 1998 and 1997, 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 1998 and
1997 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
(a wholly owned subsidiary of Nationwide Financial Services, Inc.)
Notes to Consolidated Financial Statements, Continued
Intercompany reinsurance agreements 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 the Company'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 the Company's agreements, the investment
risk associated with changes in interest rates is borne by ELICW or
NMIC, as the case may be. Risk of asset default is retained by the
Company, although a fee is paid by ELICW or NMIC, as the case may be,
to the Company for the Company'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. The Company believes that the terms of
the modified coinsurance agreements are consistent in all material
respects with what the Company could have obtained with unaffiliated
parties. Amounts ceded to NMIC and ELICW for the years ended December
31, 1998, 1997 and 1996 were:
<TABLE>
<CAPTION>
1998 1997 1996
------------------------------------------------------------------------------------
(in millions of dollars) NMIC ELICW NMIC ELICW NMIC ELICW
-----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Premiums $90.1 $106.3 $ 91.4 $199.8 $ 97.3 $224.2
Net investment income and other
revenue $11.1 $ 9.4 $ 10.7 $ 13.4 $ 10.9 $ 14.8
Benefits, claims and expenses $98.8 $160.5 $100.7 $225.9 $100.5 $246.6
</TABLE>
The Company and various affiliates entered into agreements with
Nationwide Cash Management Company (NCMC), an affiliate, under which
NCMC acts as a common agent in handling the purchase and sale of
short-term securities for the respective accounts of the participants.
Amounts on deposit with NCMC were $248.4 million and $211.0 million as
of December 31, 1998 and 1997, respectively, and are included in
short-term investments on the accompanying consolidated balance sheets.
Certain annuity products are sold through three affiliated companies,
which are also subsidiaries of NFS. Total commissions and fees paid to
these affiliates for the three years ended December 31, 1998 were $60.0
million, $66.1 million and $76.9 million, respectively.
(11) Bank Lines of Credit
--------------------
In August 1996, NLIC, along with NMIC, entered into a $600.0 million
revolving credit facility which provides for a $600.0 million 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. In September 1997,
the credit agreement was amended to include NFS as a party to and
borrower under the agreement. As of December 31, 1998 the Company had
no amounts outstanding under the agreement.
<PAGE> 24
NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
(a wholly owned subsidiary of Nationwide Financial Services, Inc.)
Notes to Consolidated Financial Statements, Continued
(12) Contingencies
-------------
On October 29, 1998, the Company and certain of its affiliates were
named in a lawsuit filed in the Common Pleas Court of Franklin County,
Ohio related to the sale of deferred annuity products for use as
investments in tax-deferred contributory retirement plans (Mercedes
Castillo v. Nationwide Financial Services, Inc., Nationwide Life
Insurance Company and Nationwide Life and Annuity Insurance Company).
The plaintiff in such lawsuit seeks to represent a national class of
the Company's customers and seeks unspecified compensatory and punitive
damages. The Company is currently evaluating this lawsuit, which is in
an early stage and has not been certified as a class. The Company
intends to defend this lawsuit vigorously.
(13) Segment Information
-------------------
The Company uses differences in products as the basis for defining its
reportable segments. The Company reports three product 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 independent investment managers and the Company, with
investment returns accumulating on a tax-deferred basis. The Company's
variable annuity products consist almost entirely of flexible premium
deferred variable annuity contracts.
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.
Such contracts consist of single premium deferred annuities, flexible
premium deferred annuities and single premium immediate annuities. The
Fixed Annuities segment includes the fixed option under variable
annuity contracts.
The Life Insurance segment consists of insurance products, including
variable universal life insurance and corporate-owned life insurance
products, that provide a death benefit and may also allow the customer
to build cash value on a tax-deferred basis.
In addition to the product segments, the Company reports corporate
revenue and expenses, investments and related investment income
supporting capital not specifically allocated to its product segments,
revenues and expenses of its investment advisor subsidiary (other than
the portion allocated to the Variable Annuities and Life Insurance
segments), revenues and expenses related to group annuity contracts
sold to Nationwide Insurance Enterprise employee and agent benefit
plans and all realized gains and losses on investments in a Corporate
and Other segment.
<PAGE> 25
NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
(a wholly owned subsidiary of Nationwide Financial Services, Inc.)
Notes to Consolidated Financial Statements, Continued
The following table summarizes the financial results of the Company's business
segments for the years ended December 31, 1998, 1997 and 1996.
<TABLE>
<CAPTION>
Variable Fixed Life Corporate
(in millions of dollars) Annuities Annuities Insurance and Other Total
- ------------------------------------ --------- --------- --------- --------- -----
<S> <C> <C> <C> <C> <C>
1998:
Net investment income (1) $ (31.3) $ 1,116.6 $ 231.6 $ 164.7 $ 1,481.6
Other operating revenue 560.8 35.7 319.6 49.6 965.7
--------- --------- -------- -------- ---------
Total operating revenue (2) 529.5 1,152.3 551.2 214.3 2,447.3
--------- --------- -------- -------- ---------
Interest credited to policyholder
account balances -- 828.6 115.4 125.0 1,069.0
Amortization of deferred policy
acquisition costs 123.9 44.2 46.4 -- 214.5
Other benefits and expenses 187.2 104.2 294.6 49.1 635.1
--------- --------- -------- -------- ---------
Total expenses 311.1 977.0 456.4 174.1 1,918.6
--------- --------- -------- -------- ---------
Operating income (loss) before
federal income tax 218.4 175.3 94.8 40.2 528.7
Realized gains on investments -- -- -- 28.4 28.4
--------- --------- -------- -------- ---------
Consolidated income before
federal tax expense $ 218.4 $ 175.3 $ 94.8 $ 68.6 $ 557.1
========= ========= ======== ======== =========
Assets as of year end $47,668.7 $15,215.7 $5,187.6 $6,270.1 $74,342.1
========= ========= ======== ======== =========
1997:
Net investment income (1) $ (26.9) $ 1,098.2 $ 189.1 $ 148.8 $ 1,409.2
Other operating revenue 430.9 43.2 284.0 39.0 797.1
--------- --------- -------- -------- ---------
Total operating revenue (2) 404.0 1,141.4 473.1 187.8 2,206.3
--------- --------- -------- -------- ---------
Interest credited to policyholder
account balances -- 823.4 78.5 114.7 1,016.6
Amortization of deferred policy
acquisition costs 87.8 39.8 39.6 -- 167.2
Other benefits and expenses 165.3 108.7 284.1 45.6 603.7
--------- --------- -------- -------- ---------
Total expenses 253.1 971.9 402.2 160.3 1,787.5
--------- --------- -------- -------- ---------
Operating income before federal
income tax 150.9 169.5 70.9 27.5 418.8
Realized gains on investments -- -- -- 11.1 11.1
--------- --------- -------- -------- ---------
Consolidated income before
federal tax expense $ 150.9 $ 169.5 $ 70.9 $ 38.6 $ 429.9
========= ========= ======== ======== =========
Assets as of year end $35,278.7 $14,436.3 $3,901.4 $6,174.3 $59,790.7
========= ========= ======== ======== =========
</TABLE>
<PAGE> 26
NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
(a wholly owned subsidiary of Nationwide Financial Services, Inc.)
Notes to Consolidated Financial Statements, Continued
<TABLE>
<CAPTION>
Variable Fixed Life Corporate
(in millions of dollars) Annuities Annuities Insurance and Other Total
------------------------------------ ---------- ---------- --------- --------- ---------
<S> <C> <C> <C> <C> <C>
1996:
Net investment income (1) $ (21.5) $ 1,050.6 $ 174.0 $ 154.7 $ 1,357.8
Other operating revenue 306.1 42.0 261.6 25.7 635.4
---------- ---------- --------- --------- ---------
Total operating revenue (2) 284.6 1,092.6 435.6 180.4 1,993.2
---------- ---------- --------- --------- ---------
Interest credited to policyholder
account balances -- 805.0 70.2 107.1 982.3
Amortization of deferred policy
acquisition costs 57.4 38.6 37.4 -- 133.4
Benefits and expenses 136.9 113.6 260.8 50.4 561.7
---------- ---------- --------- --------- ---------
Total expenses 194.3 957.2 368.4 157.5 1,677.4
---------- ---------- --------- --------- ---------
Operating income before federal
income tax 90.3 135.4 67.2 22.9 315.8
Realized losses on investments -- -- -- (0.3) (0.3)
---------- ---------- --------- --------- ---------
Consolidated income from
continuing operations before
federal tax expense $ 90.3 $ 135.4 $ 67.2 $ 22.6 $ 315.5
========== ========== ======== ======== =========
Assets as of year end $ 25,069.7 $ 13,994.7 $3,353.3 $5,348.5 $47,766.2
========== ========== ======== ======== =========
</TABLE>
-----------
(1) The Company's method of allocating net investment income results
in a charge (negative net investment income) to the Variable
Annuities segment which is recognized in the Corporate and Other
segment. The charge relates to non-invested assets which support
this segment on a statutory basis.
(2) Excludes realized gains and losses on investments.
The Company has no significant revenue from customers located outside
of the United States nor does the Company have any significant
long-lived assets located outside the United States.
(14) Discontinued Operations
-----------------------
As discussed in note 1, NFS is a holding company for NLIC and certain
other companies within the Nationwide Insurance Enterprise that offer
or distribute long-term savings and retirement products. Prior to the
contribution by Nationwide Corp. of the outstanding common stock of
NLIC to NFS, 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
payable to Nationwide Corp. on January 1, 1997 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 with offices in Scottsdale, Arizona
that serves as a fronting company for a property and casualty
subsidiary of NMIC. 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 in the
accompanying consolidated financial statements through December 31,
1996. The Company did not recognize any gain or loss on the disposal of
these subsidiaries.
<PAGE> 27
NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
(a wholly owned subsidiary of Nationwide Financial Services, Inc.)
Notes to Consolidated Financial Statements, Continued
Also, 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 10 for a
complete discussion of the reinsurance agreements. The Company 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. NLIC's accident and health and group life insurance business
is accounted for as discontinued operations for all periods presented.
The Company 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 the Company.
A summary of the results of operations of discontinued operations for
the years ended December 31, 1998, 1997 and 1996 is as follows:
<TABLE>
<CAPTION>
(in millions of dollars) 1998 1997 1996
---- ---- ----
<S> <C> <C>
Revenues $ -- $ -- $ 668.9
Net income $ -- $ -- $ 11.3
</TABLE>
A summary of the assets and liabilities of discontinued operations as
of December 31, 1998, 1997 and 1996 is as follows:
<TABLE>
<CAPTION>
(in millions of dollars) 1998 1997 1996
---- ---- ----
<S> <C> <C> <C>
Assets, consisting primarily of investments $221.5 $247.3 $3,288.5
Liabilities, consisting primarily of policy benefits and claims $221.5 $247.3 $2,802.8
</TABLE>
<PAGE> 69
PART II - OTHER INFORMATION
CONTENTS OF REGISTRATION STATEMENT
This Post-Effective Amendment 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 121 pages.
Representations and Undertakings.
Signatures.
Independent Auditors' Consent
The following exhibits required by Forms N-8B-2 and S-6:
<TABLE>
<S> <C>
1. Power of Attorney dated April 1, 1999 Attached hereto.
2. Resolution of the Depositor's Board of Directors Included with the Registration Statement on Form N-
authorizing the establishment of the Registrant, 8B-2 for the Nationwide VLI Separate Account-2 (File
adopted 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.
</TABLE>
<PAGE> 70
REPRESENTATIONS AND UNDERTAKINGS
The Registrant and Nationwide 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 Nationwide
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 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 Nationwide under the policies. Nationwide 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 Nationwide, and will be
made available to the Securities and Exchange Commission ("SEC") on
request.
(c) Nationwide 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 SEC on request a memorandum setting forth the basis for
this representation.
(d) Nationwide 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
SEC such supplementary and periodic information, documents, and reports
as may be prescribed by any rule or regulation of the SEC 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 Nationwide.
<PAGE> 71
INDEPENDENT AUDITORS' 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 LLP
Columbus, Ohio
April 29, 1999
<PAGE> 72
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 for effectiveness of this Post-Effective Amendment and
has duly caused this Post-Effective Amendment 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 23rd day of
September, 1999.
NATIONWIDE VLI SEPARATE ACCOUNT-2
---------------------------------
(Registrant)
(Seal) NATIONWIDE LIFE INSURANCE COMPANY
Attest: ---------------------------------
(Sponsor)
GLENN W. SODEN By: JOSEPH P. RATH
- ------------------ -----------------------------------------------
Glenn W. Soden Joseph P. Rath
Assistant Secretary Vice President-Office of Product and Market Compliance
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective
Amendment has been signed below by the following persons in the capacities
indicated on the 23rd day of September, 1999.
SIGNATURE TITLE
LEWIS J. ALPHIN Director
- ---------------
Lewis J. Alphin
A. I. BELL Director
- ----------
A. I. Bell
KENNETH D. DAVIS Director
- ----------------
Kenneth D. Davis
KEITH W. ECKEL Director
- --------------
Keith W. Eckel
WILLARD J. ENGEL Director
- ----------------
Willard J. Engel
FRED C. FINNEY Director
- --------------
Fred C. Finney
JOSEPH J. GASPER President and Chief
- ---------------- Operating Office and Director
Joseph J. Gasper
DIMON R. McFERSON Chairman and Chief Executive Officer
- ----------------- and Director
Dimon R. McFerson
DAVID O. MILLER Chairman of the Board and Director
- ---------------
David O. Miller
YVONNE L. MONTGOMERY Director
- --------------------
Yvonne L. Montgomery
ROBERT A. OAKLEY Executive Vice President-
- ---------------- Chief Financial Officer
Robert A. Oakley
RALPH M. PAIGE Director
- --------------
Ralph M. Paige
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
<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 Variable
Account-9, Nationwide Variable Account-10, 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
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 VLI Separate Account-4, Nationwide VLI Separate Account-5, Nationwide
VL Separate Account-A and Nationwide VL Separate Account-B, Nationwide VL
Separate Account-C, Nationwide VL Separate Account-D, hereby constitutes and
appoints Dimon Richard McFerson, Joseph J. Gasper, Robert J. Woodward, Jr.,
Philip C. Gath Richard A. Karas, Edwin P. McCausland, Jr., Douglas C. Robinette,
Susan A. Wolken, Mark B. Koogler, Joseph P. Rath, and Mark R. Thresher, 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 gaining 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 1st day of April, 1999.
/s/ Lewis J. Alphin /s/ David O. Miller
- ------------------------------------- -------------------------------------
Lewis J. Alphin, Director David O. Miller, Chairman of the
Board, Director
/s/ A. I. Bell /s/ Yvonne L. Montgomery
- ------------------------------------- -------------------------------------
A. I. Bell, Director Yvonne L. Montgomery, Director
/s/ Kenneth D. Davis /s/ Robert A. Oakley
- ------------------------------------- -------------------------------------
Kenneth D. Davis, Director Robert A. Oakley, Executive Vice
President and Chief Financial Officer
/s/ Keith W. Eckel /s/ Ralph M. Paige
- ------------------------------------- -------------------------------------
Keith W. Eckel, Director Ralph M. Paige, Director
/s/ Willard J. Engel /s/ James F. Patterson
- ------------------------------------- -------------------------------------
Willard J. Engel, Director James F. Patterson, Director
/s/ Fred C. Finney /s/ Arden L. Shisler
- ------------------------------------- -------------------------------------
Fred C. Finney, Director Arden L. Shisler, Director
/s/ Joseph J. Gasper /s/ Robert L. Stewart
- ------------------------------------- -------------------------------------
Joseph J. Gasper, President and Robert L. Stewart, Director
Chief Operating Officer and Director
/s/ Dimon Richard McFerson /s/ Nancy C. Thomas
- ------------------------------------- -------------------------------------
Dimon Richard McFerson, Chairman and Nancy C. Thomas, Director
Chief Executive Officer and Director
