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Registration No. 33-44792
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-6
Post-Effective Amendment No. 9
FOR REGISTRATION UNDER THE SECURITIES ACT OF 1933 OF SECURITIES OF UNIT
INVESTMENT TRUSTS REGISTERED ON FORM N-8B-2
----------------------------
NATIONWIDE VL SEPARATE ACCOUNT-A
(Exact Name of Trust)
----------------------------
NATIONWIDE LIFE AND ANNUITY 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.
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
[ ] this post-effective amendment designates a new effective date for a
previously filed post-effective amendment.
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: Modified Single Premium Variable Life
Insurance Policies.
Approximate date of proposed offering: Continuously on and after May 1, 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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CROSS REFERENCE TO ITEMS REQUIRED
BY FORM N-8B-2
N-8B-2 ITEM CAPTION IN PROSPECTUS
1................................................Nationwide Life and Annuity
Insurance Company
The Variable Account
2................................................Nationwide Life and Annuity
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 and Annuity
Insurance Company
26................................................Not Applicable
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N-8B-2 ITEM CAPTION IN PROSPECTUS
27................................................Nationwide Life and Annuity
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 and Annuity
Insurance Company
36................................................Not Applicable
37................................................Not Applicable
38................................................Distribution of The Policies
39................................................Distribution of The Policies
40................................................Not Applicable
41(a).............................................Distribution of The Policies
42................................................Not Applicable
43................................................Not Applicable
44................................................How The Cash Value Varies
45................................................Not Applicable
46................................................How The Cash Value Varies
47................................................Not Applicable
48................................................Custodian of Assets
49................................................Not Applicable
50................................................Not Applicable
51................................................Summary of The Policies;
Information About The
Policies
52................................................Substitution of Securities
53................................................Taxation of The Company
54................................................Not Applicable
55................................................Not Applicable
56................................................Not Applicable
57................................................Not Applicable
58................................................Not Applicable
59................................................Financial Statements
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SUPPLEMENT DATED SEPTEMBER 27, 1999 TO
PROSPECTUS DATED MAY 1, 1999 FOR
MODIFIED SINGLE PREMIUM VARIABLE LIFE
(IN TEXAS, THE POLICIES ARE FLEXIBLE PREMIUM LIFE)
ISSUED BY
NATIONWIDE LIFE AND ANNUITY INSURANCE COMPANY
THROUGH ITS
NATIONWIDE VL SEPARATE ACCOUNT - A
THIS SUPPLEMENT UPDATES CERTAIN INFORMATION CONTAINED IN YOUR PROSPECTUS. PLEASE
READ IT AND KEEP IT WITH YOUR PROSPECTUS FOR FUTURE REFERENCE.
1. AN APPLICATION HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
("SEC") FOR AN ORDER PERMITTING THE SUBSTITUTION OF THE SHARES OF THE
AMERICAN CENTURY VARIABLE PORTFOLIOS, INC. - AMERICAN CENTURY VP ADVANTAGE
("VP ADVANTAGE") CURRENTLY HELD IN SUB-ACCOUNTS BY CONTRACT OWNERS WITH
SHARES OF THE AMERICAN CENTURY VARIABLE PORTFOLIOS, INC. - AMERICAN CENTURY
VP BALANCED ("VP BALANCED"). UNTIL AN ORDER IS GRANTED BY THE SEC, BOTH
INVESTMENT OPTIONS WILL BE AVAILABLE TO ALL CONTRACT OWNERS AS UNDERLYING
INVESTMENT OPTIONS. IF AN ORDER IS GRANTED, INFORMATION WILL BE SENT TO ALL
CONTRACT OWNERS REGARDING THE "EXCHANGE DATE" ON WHICH VP ADVANTAGE WILL BE
ELIMINATED AS AN INVESTMENT OPTION AND VP BALANCED WILL BE SUBSTITUTED FOR VP
ADVANTAGE.
2. EFFECTIVE SEPTEMBER 1, 1999 "APPENDIX A: OBJECTIVES FOR UNDERLYING MUTUAL
FUNDS" LOCATED ON PAGES 38 THROUGH 39 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 for each of the Funds
continue to manage the Funds after the transfer to VMF.
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NATIONWIDE LIFE AND ANNUITY INSURANCE COMPANY
Modified Single Premium Variable Life Insurance Policies
(In Texas, the polices are Flexible Premium Life Insurance Policies)
Issued by Nationwide Life and Annuity Insurance Company
through its Nationwide VL Separate Account-A
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
- - American Century VP Advantage
- - American Century VP Balanced
FIDELITY VARIABLE INSURANCE PRODUCTS FUND
- - VIP Growth Portfolio
NATIONWIDE SEPARATE ACCOUNT TRUST
- - Capital Appreciation Fund
- - Government Bond Fund
- - Money Market Fund
- - Total Return Fund
NEUBERGER BERMAN ADVISERS MANAGEMENT TRUST
- - AMT Balanced Portfolio
To obtain copies of any underlying mutual fund prospectus, please call:
1-800-533-5622
TDD 1-800-238-3035
or write:
NATIONWIDE LIFE AND ANNUITY 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
THIS POLICY IS NOT:
- A BANK DEPOSIT;
- ENDORSED BY A BANK OR GOVERNMENT AGENCY;
- FEDERALLY INSURED; OR
- AVAILABLE IN EVERY STATE.
The life insurance policies offered by this prospectus are modified single
premium variable life insurance policies. They provide life insurance coverage
on the insured named in the policy. 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 VL Separate Account-A 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 money.
Nationwide guarantees the death benefit will never be less than the specified
amount stated on the policy data page for as long as the policy is in force.
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.
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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.
It may be disadvantageous for policy owners to:
- replace existing insurance policies with the policy described in this
prospectus;
- purchase a policy to obtain additional insurance protection if another
variable life insurance policy is owned; or
- take policy loans or withdrawals from the policy prior to attaining age 59
1/2 (see "Tax Matters").
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.
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GLOSSARY OF SPECIAL TERMS
ATTAINED AGE - The insured's age on the policy date, plus the number of full
years since the policy date.
ACCUMULATION UNIT - An accounting unit of measure used to calculate the cash
value of the variable account.
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.
GUIDELINE SINGLE PREMIUM - The single premium required to mature the policy
under guaranteed mortality and expense charges with an interest rate of 6%.
MATURITY DATE - The policy anniversary on or next following the insured's
95th birthday.
NATIONWIDE - Nationwide Life and Annuity Insurance Company.
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.
VARIABLE ACCOUNT - Nationwide VL Separate Account-A, a separate account of
Nationwide Life and Annuity 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.
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TABLE OF CONTENTS
GLOSSARY OF SPECIAL TERMS.................................................... 5
SUMMARY OF POLICY EXPENSES....................................................6
UNDERLYING MUTUAL FUND ANNUAL EXPENSES........................................7
SYNOPSIS OF THE POLICIES......................................................8
NATIONWIDE LIFE AND ANNUITY INSURANCE COMPANY.................................8
NATIONWIDE ADVISORY SERVICES, INC.............................................8
INVESTING IN THE POLICY.......................................................8
The Variable Account and Underlying Mutual Funds
The Fixed Account
INFORMATION ABOUT THE POLICIES...............................................10
Minimum Requirements for Policy Issuance
Premium Payments
Pricing
POLICY CHARGES...............................................................11
Deductions from Premiums
Monthly Cost of Insurance
Annual Administrative Charge
Surrender Charges
Mortality and Expense Risk Charge
Administrative Expense Charge
Premium Expense Charge
Income Tax
SURRENDERING THE POLICY FOR CASH.............................................13
Surrender (Redemption)
Cash Surrender Value
Partial Surrenders
Income Tax Withholding
VARIATION IN CASH VALUE......................................................14
POLICY PROVISIONS............................................................15
Policy Owner
Beneficiary
Changes in Existing Insurance Coverage
OPERATION OF THE POLICY......................................................15
Allocation of Net Premium and Cash Value
How the Investment Experience is Determined
Net Investment Factor
Determining the Cash Value
Transfers
RIGHT TO REVOKE..............................................................17
POLICY LOANS.................................................................18
Taking a Policy Loan
Effect on Investment Performance
Interest
Effect on Death Benefit and Cash Value
Repayment
ASSIGNMENT...................................................................19
POLICY OWNER SERVICES........................................................19
Dollar Cost Averaging
DEATH BENEFIT INFORMATION....................................................19
Calculation of the Death Benefit
Changes in the Death Benefit Option
Proceeds Payable on Death
Incontestability
Error in Age or Sex
Suicide
Maturity Proceeds
EXCHANGE RIGHTS..............................................................22
GRACE PERIOD ................................................................22
Reinstatement
TAX MATTERS..................................................................23
Policy Proceeds
Withholding
Federal Estate and Generation-Skipping Transfers Taxes
Non-Resident Aliens
Taxation of Nationwide
Tax Changes
LEGAL CONSIDERATIONS.........................................................26
YEAR 2000 COMPLIANCE ISSUES..................................................26
STATE REGULATION.............................................................27
REPORTS TO POLICY OWNERS.....................................................27
ADVERTISING..................................................................28
LEGAL PROCEEDINGS............................................................28
EXPERTS......................................................................28
REGISTRATION STATEMENT.......................................................28
LEGAL OPINIONS...............................................................28
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DISTRIBUTION OF THE POLICIES.................................................28
ADDITIONAL INFORMATION ABOUT NATIONWIDE......................................31
APPENDIX A: OBJECTIVES FOR UNDERLYING MUTUAL FUNDS...........................38
APPENDIX B: ILLUSTRATIONS OF WHEN ADDITIONAL PREMIUM PAYMENTS ARE PERMITTED..40
APPENDIX C: ILLUSTRATIONS OF CASH VALUES, CASH SURRENDER VALUES,
AND DEATH BENEFITS.......................................................41
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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.
No deductions are made from premium payments - 100% of each premium payment is
applied to cash value.
Nationwide deducts the following charges from the cash value of the policy:
- monthly cost of insurance;
- annual administrative charge(1); and
- surrender charges(2).
(1) The annual administrative charge is deducted at the beginning of each policy
year after the first (see "Annual Administrative Charge"). The current
annual charge is:
- $90 for total premiums of less than $25,000; and
- $50 for total premiums of $25,000+.
(2) Surrender charges will not exceed 8.5% of the premium payment and will be
applied for nine years after the effective date of the premium payment (see
"Surrender Charges").
Nationwide deducts the following charges from the sub-accounts of the variable
account:
- mortality and expense risk charge(3);
- administrative expense charge(4); and
- premium tax charge(5).
Annually, these charges are equal to:
- ------------------------------------------
POLICY
YEARS POLICY
1-10 YEARS 11+
- ------------------------------------------
CURRENT 1.30% 1.00%
- ------------------------------------------
GUARANTEED MAXIMUM 1.60% 1.30%
- ------------------------------------------
(3) The mortality and expense risk charge is equal to an annual effective rate
of 0.75%. It is guaranteed not to exceed 0.90% (see "Mortality and Expense
Risk Charge").
(4) The administrative expense charge is equal to an annual effective rate of
0.25%. It is guaranteed not to exceed 0.40% (see "Administrative Expense
Charge").
(5) The premium expense charge is deducted during the first ten policy years and
is equivalent to an annual effective rate of 0.30% for the first ten policy
years and 0% thereafter (see "Premium Expense Charge").
For more information about any policy charge, see "Policy Charges" in this
prospectus.
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UNDERLYING MUTUAL FUND ANNUAL EXPENSES
(as a percentage of underlying mutual fund net assets,
after expense reimbursement)
<TABLE>
<CAPTION>
------------------------------------------------------
MANAGEMENT OTHER 12b -1 TOTAL MUTUAL
FEES EXPENSES FEES FUND EXPENSES
<S> <C> <C> <C> <C>
- --------------------------------------------------------------------------------------------------------------
American Century Variable Portfolios, Inc. - American 1.00% 0.00% 0.00% 1.00%
Century VP Advantage
- --------------------------------------------------------------------------------------------------------------
American Century Variable Portfolios, Inc. - American 0.97% 0.00% 0.00% 0.97%
Century VP Balanced
- --------------------------------------------------------------------------------------------------------------
Fidelity VIP Growth Portfolio 0.59% 0.07% 0.00% 0.66%
- --------------------------------------------------------------------------------------------------------------
NSAT Capital Appreciation Fund 0.60% 0.07% 0.00% 0.67%
- --------------------------------------------------------------------------------------------------------------
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 Total Return Fund 0.59% 0.06% 0.00% 0.65%
- --------------------------------------------------------------------------------------------------------------
Neuberger Berman AMT - Balanced Portfolio 0.85% 0.18% 0.00% 1.03%
- --------------------------------------------------------------------------------------------------------------
</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 12b-1 Total Underlying
Fees Expenses Fees Mutual Fund Expenses
<S> <C> <C> <C> <C>
- ----------------------------------------------------------------------------------------------------------------
Fidelity VIP Growth Portfolio 0.59% 0.09% 0.00% 0.68%
- ----------------------------------------------------------------------------------------------------------------
</TABLE>
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SYNOPSIS OF THE POLICIES
The policies offered by this prospectus provide for life insurance coverage on
the insured. 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 (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.
PREMIUMS
The minimum initial premium for which a policy may be issued is $10,000 for
issue ages 75 or younger and $50,000 for issue ages 76 through 80.
Additional premium payments of $1,000 are permitted 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.
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 AND ANNUITY INSURANCE COMPANY
Nationwide is a stock life insurance company organized under the laws of the
State of Ohio in February 1981. It is a member of the Nationwide group 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 48 states and the District of Columbia.
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.
NATIONWIDE ADVISORY SERVICES, INC.
The policies are distributed by Nationwide Advisory Services, Inc. ("NAS"),
Three Nationwide Plaza, Columbus, Ohio 43215. NAS is a wholly owned subsidiary
of Nationwide Life Insurance Company.
INVESTING IN THE POLICY
THE VARIABLE ACCOUNT AND UNDERLYING MUTUAL FUNDS
Nationwide VL Separate Account-A is a separate account that invests in the
underlying mutual fund options listed in Appendix A. Nationwide established the
separate account on August 8, 1984, 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
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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.
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.
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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. Premiums will be allocated to the
fixed account by election of the policy owner.
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 generally applicable provisions of the federal securities laws
concerning the accuracy and completeness of statements made in prospectuses.
The investment income earned by the fixed account will be allocated to the
policies at varying rate(s) set by Nationwide. The guaranteed rate for any
premium payment 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 premium payments deposited to the contract which are allocated to the fixed
account may receive a different rate if 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 on the insured. Minimum
requirements for policy issuance include:
- the insured must be age 80 or younger;
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- Nationwide may require satisfactory evidence of insurability (including a
medical exam); and
- minimum initial premium of $10,000 for issue ages 75 and younger, and
$50,000 for issue ages 76 through 80.
PREMIUM PAYMENTS
The initial premium is payable in full at Nationwide's home office.
The specified amount is determined by treating the initial premium as equal to
100% of the Guideline Single Premium.
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:
- An additional premium payment is required to keep the policy in force.
- Nationwide may require satisfactory evidence of insurability before
accepting any additional premium payment which results in an increase in the
net amount at risk.
- Additional premium payments must be at least $1,000 (except in Virginia).
- Premium payments in excess of the premium limit established by the IRS to
qualify the policy as a contract for life insurance will not be accepted.
- 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.
PRICING
Premiums will not be priced when the New York Stock Exchange is closed or on the
following nationally recognized holidays:
- - New Year's Day - Independence Day
- - Martin Luther King, Jr. Day - Labor Day
- - Presidents' Day - Thanksgiving
- - Good Friday - Christmas
- - Memorial Day
Nationwide also will not price purchase 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, policy value may be affected since the policy owner would not
have access to their account.
POLICY CHARGES
DEDUCTIONS FROM PREMIUMS
No deduction is made from premium payments - 100% of each premium payment is
applied to the cash value.
MONTHLY COST OF INSURANCE
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. This deduction is charged proportionately to the cash value in each
sub-account and the fixed account.
11
<PAGE> 16
Guaranteed cost of insurance charges will not exceed the cost based on the
guaranteed cost of insurance rate and the policy's net amount at risk.
Guaranteed cost of insurance rates for standard simplified issues are based on
the 1980 Commissioner's Extended Term Mortality Table, Age Last Birthday
(1980 CET). Guaranteed cost of insurance rates for standard preferred issues are
based on the 1980 Commissioner's Standard Ordinary Mortality Table, Age Last
Birthday (1980 CSO). Guaranteed cost of insurance rates for substandard issues
are based on appropriate percentage multiples of the 1980 CSO.
These mortality tables are sex distinct. In addition, separate mortality tables
will be used for standard and non-tobacco.
For policies issued in Texas, guaranteed cost of insurance rates for standard
simplified issues ("Special Class-Simplified" in Texas) are based on 130% of the
1980 CSO.
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. Nationwide may also
issue certain policies on a "simplified issue" basis to certain categories of
individuals. Due to the underwriting criteria established for policies issued on
a simplified issue basis, actual rates for healthy individuals will be higher
than the current cost of insurance rates being charged under otherwise identical
policies that are issued on a preferred basis.
ANNUAL ADMINISTRATIVE CHARGE
Nationwide deducts an annual administrative charge at the beginning of each
policy year after the first. It is charged proportionately to the cash values in
each sub-account and the fixed account. The annual charge is determined by the
total net premium payments (premium payments less any previous partial
surrenders):
- -------------------------------------------------
GUARANTEED
CURRENT MAXIMUM
TOTAL NET ADMINISTRATIVE ADMINISTRATIVE
PREMIUMS CHARGE CHARGE
- -------------------------------------------------
$10,000 but $90 $135
less than
$25,000
- -------------------------------------------------
$25,000+ $50 $75
- -------------------------------------------------
SURRENDER CHARGES
Nationwide incurs certain expenses related to the sale of the policies. These
expenses include commissions paid to sales personnel, the cost of sales
literature and other promotional activity. Nationwide deducts a surrender charge
to cover these expenses. The charge is deducted proportionally from the cash
value in each sub-account and the fixed account. Unrecovered expenses are borne
by Nationwide's general assets which may include profits, if any, from the
mortality and expense risk charge.
The initial premium payment and any subsequent premium payment resulting in an
increased net amount at risk will incur surrender charges upon surrender. The
charge is less than or equal to 8.5% of that premium payment, as set forth in
the following chart:
- ------------------------------------------------
COMPLETED YEAR(S) CHARGES ON SURRENDER AS A
SINCE THE PAYMENT PERCENTAGE OF THE PAYMENT
- ------------------------------------------------
0 8.5%
- ------------------------------------------------
1 8.5%
- ------------------------------------------------
2 8.0%
- ------------------------------------------------
3 8.0%
- ------------------------------------------------
4 7.5%
- ------------------------------------------------
5 7.0%
- ------------------------------------------------
6 6.0%
- ------------------------------------------------
7 5.0%
- ------------------------------------------------
8 4.0%
- ------------------------------------------------
9 0.0%
- ------------------------------------------------
Surrender charges apply for nine years after the effective date of each premium
payment. Certain surrenders may result in adverse tax consequences.
The surrender charge deducted upon surrender will never exceed 8.5% of the total
premiums paid.
Surrender charges may be eliminated for policies that are issued to an officer,
director, former director, partner, employee, or retired
12
<PAGE> 17
employee of Nationwide; or an employee of NAS, the general distributor, or an
employee of an affiliate of Nationwide or NAS; or a duly appointed
representative of Nationwide who receives no commission as a result of the
purchase.
Surrender charges are eliminated only when Nationwide does not incur sales or
administrative expenses normally incurred on the sale of a policy. In no event
will reduction of the surrender charge be permitted if a reduction would be
unfairly discriminatory to any person.
MORTALITY AND EXPENSE RISK CHARGE
Nationwide assumes certain risks for guaranteeing the mortality and expense risk
charges. The mortality risk assumed under the policies is that the insured may
not live as long as expected. The expense risk assumed is that the actual
expenses incurred in issuing and 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 first ten years following each premium
payment.
Nationwide deducts the morality and expense risk charge proportionally from the
cash value in each sub-account of the variable account on a daily basis. This
charge is equivalent to an annual effective rate of 0.75% of the average net
assets of the variable account. This charge is guaranteed not to exceed 0.90%.
Policy owners receive quarterly and annual statements, advising policy owners of
the cancellation of accumulation units for mortality and expense risk charges.
ADMINISTRATIVE EXPENSE CHARGE
Nationwide deducts a daily administrative expense charge proportionally from the
assets of the sub-accounts. This charge reimburses Nationwide for certain actual
expenses related to issuance and maintenance of the policies including
underwriting, record keeping, accounting 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 equivalent to an
annual effective rate of 0.25%. This charge is guaranteed not to exceed 0.40%.
PREMIUM EXPENSE CHARGE
Nationwide deducts a premium expense charge equal to 2.50% from all premium
payments. This charge reimburses Nationwide for administrative expenses on an
aggregate basis including premium taxes imposed by various state and local
jurisdictions.
Nationwide expects to pay an average state premium tax rate of approximately
2.50% of premiums for all states. State tax rates can range from 0% to 4%.
During the first ten policy years, Nationwide deducts a daily charge equivalent
to an annual effective rate of 0.30% of the average net assets of the variable
account, and 0% thereafter. This charge may be more or less than the amount
actually assessed by the state in which a particular policy owner lives.
Nationwide does not expect to make a profit from this charge.
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.
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.
In some cases, Nationwide may require additional documentation of a customary
nature.
13
<PAGE> 18
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 five years, the policy owner may request
a partial surrender.
Partial surrenders are permitted if they satisfy the following requirements:
1) the maximum partial surrender in any policy year is limited to 10% of total
premium payments;
2) after a partial surrender, the cash surrender value is greater than
$10,000; and
3) 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, unless the death benefit is
based on the applicable percentage of cash value. In that case, a partial
surrender will decrease the specified amount by the amount the partial surrender
exceeds the difference between the death benefit and specified amount. Partial
surrenders are first deducted from the values in the sub-accounts, then from the
fixed account only if there are insufficient amounts in the sub-accounts.
Surrender charges are waived for partial surrenders that satisfy the above
conditions. 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 advisor.
In certain employer-sponsored life insurance arrangements, including equity
split dollar arrangements, participants may be required to report for income tax
purposes, one or more of the following:
(1) the value each year of the life insurance protection provided;
(2) an amount equal to any employer-paid premiums; or
(3) some or all of the amount by which the current value exceeds the
employer's interest in the policy.
Participants should consult with the sponsor or the administrator of the plan,
and/or with their personal tax or legal advisor, to determine the tax
consequences, if any, of their employer-sponsored life insurance arrangements.
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, 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.
14
<PAGE> 19
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 is other than the insured, names no contingent policy owner,
and dies before the insured, the policy owner's rights in this policy 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
After the first policy year, 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.
Changes in the Specified Amount
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. the request must be applied for in writing;
2. Nationwide reserves the right to require satisfactory evidence of
insurability;
3. the increase must be for a minimum of $10,000;
4. the rate class, rate class multiple, and rate type for the increase must be
identical to those on the policy date; and
5. Nationwide reserves the right to limit the number of increases to one per
policy year.
Any approved increase will have an effective date of the monthly anniversary day
on or next following the date Nationwide approves the supplemental application.
The specified amount cannot be decreased if the decrease would result in the
policy failing to meet the definition of life insurance under Section 7702 of
the Internal Revenue Code.
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. 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 a sub-account on the application are allocated to the NSAT
Money Market Fund during the period a policy owner may cancel the policy, unless
a specific state
15
<PAGE> 20
requires premiums to be allocated to the fixed account. At the expiration of
this 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) and subtracting (c)
from the result 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 income 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.
(c) is a factor representing the daily mortality and expense risk charge,
administration expense charge and premium tax charge. This factor is equal
to an annual rate of 1.30% of the daily net assets of the variable account
for the first ten policy years and 1.00% thereafter.
The net investment factor may be greater or less than one; therefore, the value
of an accumulation unit may increase or decrease. It should be noted that
changes in the net investment factor may not be directly proportional to changes
in the net asset value of underlying mutual fund shares because of the deduction
for mortality and expense risk charge, administrative expense charge and premium
expense charge.
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. Nationwide will determine the value of the assets in
the variable account at the end of each valuation period. The cash value will be
determined at least monthly.
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 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
16
<PAGE> 21
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 of allocations without penalty or adjustment subject
to the following conditions:
- - Nationwide reserves the right to restrict transfers between the fixed account
and the variable account to one per policy year.
- - Nationwide reserves the right to restrict transfers from the fixed account
each policy year.
- - Nationwide reserves the right to restrict transfers to the fixed account to
25% of cash value.
- - Transfers from the fixed account must be made within 30 days after the end of
an interest rate guarantee period.
Policy owners who have entered into a Dollar Cost Averaging agreement may
transfer from the fixed account to the variable account under the terms of that
agreement.
Transfer Requests
Nationwide will accept transfer requests in writing or in those states that
allow, 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:
- submitted by any agent acting under a power of attorney on behalf of more
than one policy owner; or
- 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.
RIGHT TO REVOKE
A policy owner may cancel the policy be returning it by the latest of:
- 10 days after receiving the policy;
- 45 days after signing the application; or
- 10 days after Nationwide delivers a Notice of Right to 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
17
<PAGE> 22
issued within seven days after it receives the policy. The refunded policy value
will reflect the deduction of any policy charges, unless otherwise required by
law. This right varies by state.
POLICY LOANS
TAKING A POLICY LOAN
The policy owner may take a policy loan using the policy as security. During the
first year, maximum policy indebtedness is limited to 50% of the cash surrender
value, less interest due on the next policy anniversary. After the first year,
maximum policy indebtedness is limited to 90% of the cash surrender value, less
interest due on the next policy anniversary.
Maximum policy indebtedness in Texas is limited to 90% of the cash surrender
value in the sub-accounts and 100% of the cash surrender value in the fixed
account less interest due on the next policy anniversary.
Nationwide will not grant a loan for an amount less than $1,000 ($200 in
Connecticut). 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.
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 5.0%.
Nationwide guarantees the rate will never be lower than 4.0%. Nationwide may
change the current interest crediting rate on policy loans at any time at its
sole discretion.
Amounts transferred to the policy loan account will earn interest daily from the
date of transfer. The earned interest is transferred from the policy loan
account to a variable account or the fixed account on each policy anniversary.
It will be allocated according to the fund allocation factors in effect at the
time of the transfer.
The loan interest rate is 6% per year for all policy loans. Interest is charged
daily and is payable at the end of each policy year. 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 plus accrued interest 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
18
<PAGE> 23
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 premium payment,
rather than a loan repayment, 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 $1,000 ($50 in
Connecticut). 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 the fixed account and/or certain sub-accounts 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 funds: NSAT Government
Bond Fund; and the NSAT Money Market Fund.
The minimum monthly transfer is $100. Transfers from the fixed account must be
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 specified amount is determined by treating the initial premium as
equal to 100% of the Guideline Single Premium. Additional premium payments, if
accepted, may increase the specified amount. Guideline Single Premiums vary by
attained age, sex, smoking classification, underwriting classification and total
premium payments. The following tables illustrate representative initial
specified amounts, under death benefit Option 1, for non-tobacco.
19
<PAGE> 24
$25,000 SINGLE PREMIUM
- -----------------------------------------
Issue Age Male Female
- -----------------------------------------
35 $179,733 $208,354
- -----------------------------------------
40 143,373 166,704
- -----------------------------------------
45 114,856 134,300
- -----------------------------------------
50 92,583 108,739
- -----------------------------------------
55 75,306 88,601
- -----------------------------------------
60 62,112 72,636
- -----------------------------------------
65 52,094 59,930
- -----------------------------------------
$50,000 SINGLE PREMIUM
- -----------------------------------------
Issue Age Male Female
- -----------------------------------------
35 $364,774 $423,008
- -----------------------------------------
40 290,792 338,264
- -----------------------------------------
45 232,769 272,332
- -----------------------------------------
50 187,452 220,323
- -----------------------------------------
55 152,298 179,349
- -----------------------------------------
60 125,453 146,866
- -----------------------------------------
65 105,070 121,014
- -----------------------------------------
Generally, for a given premium payment, the initial specified amount is greater
for non-tobacco than standard and females than males. The specified amount is
shown in the policy.
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 may 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. 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
located in Appendix C.
OPTION 2: the death benefit will be the greater of the specified amount plus the
cash value, or the applicable percentage of cash value and will vary directly
with the investment performance.
Policy owners who are satisfied with the amount of their current insurance
coverage and prefer to have favorable investment performance and any future
premium payments reflected in increased policy cash values should choose death
benefit Option 1. Policy owners who prefer to have favorable investment
performance and any future premium payments increase death benefits should
choose death benefit Option 2.
The monthly cost of insurance for Option 1 will always be less than or equal to
the monthly cost of insurance for the same amount of specified amount under
Option 2 (see "Deductions from Cash Value - Monthly Cost of Insurance").
The term "applicable percentage" means:
1. 250% when the insured is attained age 40 or less at the beginning of a policy
year; and
2. when the insured is above attained age 40, the percentage shown in the
"Applicable Percentage of Cash Value" table.
20
<PAGE> 25
APPLICABLE PERCENTAGE OF CASH VALUE
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------
Attained Percentage Attained Percentage Attained Percentage
Age of Cash Value Age of Cash Value Age of Cash 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% 95 100%
- ---------------------------------------------------------------------------------------------------
56 146% 76 105%
- ---------------------------------------------------------------------------------------------------
57 142% 77 105%
- ---------------------------------------------------------------------------------------------------
58 138% 78 105%
- ---------------------------------------------------------------------------------------------------
59 134% 79 105%
- ---------------------------------------------------------------------------------------------------
</TABLE>
CHANGES IN THE DEATH BENEFIT OPTION
The policy owner may elect to change the death benefit option under the policy.
Only one change of death benefit option is permitted per policy year. The
effective date of a change will be the monthly anniversary day following the
date the change is approved by Nationwide.
If the change is from Option 1 to Option 2, the specified amount will be
decreased by the amount of the cash value. Nationwide may require evidence of
insurability for a change from Option 1 to Option 2. If the change is from
Option 2 to Option 1, the specified amount will be increased by the amount of
the cash value.
A change in death benefit option will not be permitted if it results in the
total premiums paid exceeding the current maximum premium limitations under
Section 7702 of the Internal Revenue Code.
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
representations in any written application after the policy has been in force
during the insured's lifetime for 2 years from the policy date.
ERROR IN AGE OR SEX
If the age or sex of the insured has been misstated, the affected benefits will
be adjusted to reflect the correct age and sex.
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<PAGE> 26
SUICIDE
If the insured dies by suicide within two years from the policy date, Nationwide
will pay no more than the sum of the premiums paid, less any unpaid loan. If the
insured dies by suicide 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 insured's
95th 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.
EXCHANGE RIGHTS
The policy owner may exchange the policy for a modified single premium
adjustable life insurance policy offered by Nationwide on the policy date. If
not available, the new policy may be a flexible premium adjustable life
insurance policy offered by Nationwide on the policy date. The benefits for the
new policy will not vary with the investment experience of a separate account.
The exchange must be elected within 24 months from the policy date. No evidence
of insurability will be required.
The policy owner and beneficiary under the new policy will be the same as those
under the exchanged policy on the effective date of the exchange. The new policy
will have a death benefit on the exchange date not more than the death benefit
of the original policy immediately prior to the exchange date. The new policy
will have the same policy date and issue age as the original policy. The initial
specified amount and any increases in specified amount will have the same rate
class as those of the original policy. Any indebtedness may be transferred to
the new policy.
The exchange may be subject to an equitable adjustment in rates and values to
reflect variances, if any, in the rates and values between the two policies.
After adjustment, if any excess is owed the policy owner, Nationwide will pay
the excess to the policy owner in cash. The exchange may be subject to federal
income tax withholding (see "Income Tax Withholding").
GRACE PERIOD
If the cash surrender value is insufficient to pay monthly policy charges or
policy loan interest, a grace period of 61 days is allowed for payment.
Nationwide will notify the policy owner of the amount needed to keep the policy
in force. If this amount is not received by Nationwide within 61 days of the
notice, the policy will lapse without value. If the insured dies during the
grace period, Nationwide will pay the death proceeds.
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
owner may reinstate the policy 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;
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
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<PAGE> 27
set equal to the appropriate surrender charge. The surrender charge will be
based on the length of time from the date of premium payments to the effective
date of the reinstatement.
Unless the policy owner provides otherwise, all amounts will be allocated based
on the underlying mutual fund allocation factors in effect at the start of the
grace period.
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.
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 (see "Information about the Policies"). 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.
Even though exchanges under Section 1035 of the Internal Revenue Code qualify as
material changes, certain exchange of pre-June 22, 1988 policies may retain
their non-modified endowment status. Therefore, 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
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<PAGE> 28
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. Should the U.S. 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 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.
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 of 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. Pursuant to regulations recently promulgated by the U.S.
Secretary of the Treasury, 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
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<PAGE> 29
rules, the policy owner should consult with counsel and other competent advisers
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 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.
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
25
<PAGE> 30
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 advice, 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 may 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.
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.
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<PAGE> 31
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 for Nationwide Life Insurance Company
("NLIC"), parent company of Nationwide, included approximately $44.7 million and
$45.4 million, respectively, for technology projects, including costs related to
Year 2000. NLIC anticipates spending approximately $5 million on Year 2000
activities in 1999. These expenses do not have an effect on the assets of the
variable account and are not charged through to the contract 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.
REPORTS TO POLICY OWNERS
Nationwide will mail to the policy owner at the last known address of record:
- 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;
- 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
- 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.
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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.
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.
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.
The general distributor, NAS, is not engaged in any litigation of any material
nature.
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, 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
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<PAGE> 33
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"). The policies will be distributed by the general distributor, NAS.
NAS was organized as an Ohio corporation on April 8, 1965. NAS is a wholly owned
subsidiary of Nationwide and a member of the NASD.
NAS acts as general distributor for the following separate accounts, all of
which are separate investment accounts of Nationwide or its affiliates:
- - Nationwide Multi-Flex Variable Account
- - Nationwide DCVA-II
- - Nationwide VLI Separate Account-2
- - Nationwide VLI Separate Account-3
- - Nationwide VLI Separate Account-4
- - Nationwide VLI Separate Account-5
- - Nationwide Variable Account
- - Nationwide Variable Account-II
- - Nationwide Variable Account-5
- - Nationwide Variable Account-6
- - 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
- - Nationwide VL Separate Account-A
- - Nationwide VL Separate Account-B
- - Nationwide VL Separate Account-C
- - Nationwide VL Separate Account-D.
NAS also acts as principal underwriter for the following open-end management
investment companies:
- - Nationwide Mutual Funds;
- - Nationwide Separate Account Trust;
- - Financial Horizons Investment Trust; and
- - Nationwide Asset Allocation Trust.
Gross commissions paid by Nationwide on the sale of these policies plus fees for
marketing service provided by the general distributor are not more than 7.50% of
the premiums paid.
No underwriting commissions have been paid by Nationwide to NAS.
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<TABLE>
<CAPTION>
NATIONWIDE ADVISORY SERVICES, INC. DIRECTORS AND OFFICERS
- ----------------------------------------------------------------------------------------------------------------------
POSITIONS AND OFFICES
NAME AND BUSINESS ADDRESS WITH UNDERWRITER
- ----------------------------------------------------------------------------------------------------------------------
<S> <C>
Joseph J. Gasper President and Director
One Nationwide Plaza
Columbus, OH 43215
- ----------------------------------------------------------------------------------------------------------------------
Dimon R. McFerson Chairman of the Board of Directors and Chairman and Chief Executive
One Nationwide Plaza Officer and Director
Columbus, OH 43215
- ----------------------------------------------------------------------------------------------------------------------
Robert A. Oakley Executive Vice President - Chief Financial Officer and Director
One Nationwide Plaza
Columbus, OH 43215
- ----------------------------------------------------------------------------------------------------------------------
Susan A. Wolken Director
One Nationwide Plaza
Columbus, OH 43215
- ----------------------------------------------------------------------------------------------------------------------
Paul J. Hondros Director
One Nationwide Plaza
Columbus, OH 43215
- ----------------------------------------------------------------------------------------------------------------------
Robert J. Woodward, Jr. Executive Vice President - Chief Investment Officer and Director
One Nationwide Plaza
Columbus, OH 43215
- ----------------------------------------------------------------------------------------------------------------------
Edwin P. McCausland, Jr. Senior Vice President-Fixed Income Securities
One Nationwide Plaza
Columbus, OH 43215
- ----------------------------------------------------------------------------------------------------------------------
Charles S. Bath Vice President - Investments
One Nationwide Plaza
Columbus, OH 43215
- ----------------------------------------------------------------------------------------------------------------------
Alan A. Todryk Vice President - Taxation
One Nationwide Plaza
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 Manager
One Nationwide Plaza
Columbus, OH 43215
- ----------------------------------------------------------------------------------------------------------------------
Joseph P. Rath Vice President - Compliance
One Nationwide Plaza
Columbus, OH 43215
- ----------------------------------------------------------------------------------------------------------------------
Christopher A. Cray Treasurer
One Nationwide Plaza
Columbus, OH 43215
- ----------------------------------------------------------------------------------------------------------------------
Elizabeth A. Davin Assistant Secretary
One Nationwide Plaza
Columbus, OH 43215
- ----------------------------------------------------------------------------------------------------------------------
</TABLE>
30
<PAGE> 35
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------
POSITIONS AND OFFICES
NAME AND BUSINESS ADDRESS WITH UNDERWRITER
- ----------------------------------------------------------------------------------------------------------------------
<S> <C>
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 investment accounts,
each of which is a registered investment company:
- Nationwide VL Separate Account-A,
- Nationwide VL Separate Account-B,
- Nationwide VL Separate Account-C,
- Nationwide VL Separate Account-D,
- Nationwide VA Separate Account-A,
- Nationwide VA Separate Account-B, and
- Nationwide VA Separate Account-C.
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 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. NFS serves as a holding company for other financial institutions.
Nationwide is the sole owner of
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<PAGE> 36
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 the Nationwide Insurance Enterprise.
DIRECTORS OF NATIONWIDE
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------
DIRECTORS OF THE DEPOSITOR NAME
AND PRINCIPAL BUSINESS POSITIONS AND OFFICES
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, Ohio 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 and
Columbus, OH 43215 Director Annuity 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 Federation of Southern
2769 Church Street Cooperatives/Land Assistance Fund
East Point, GA 30344
- ---------------------------------------------------------------------------------------------------------------
</TABLE>
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<PAGE> 37
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------
DIRECTORS OF THE DEPOSITOR NAME
AND PRINCIPAL BUSINESS POSITIONS AND OFFICES
ADDRESS WITH DEPOSITOR PRINCIPAL OCCUPATION
- ---------------------------------------------------------------------------------------------------------------
<S> <C> <C>
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
the Nationwide Insurance Enterprise, except Mr. Gasper who is a director only of
Nationwide Life Insurance Company and Nationwide Life and Annuity Insurance
Company. 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 and 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 of
Financial Horizons Investment Trust and Nationwide Mutual Funds, registered
investment companies. Mr. Engel is a director of Western Cooperative Transport.
EXECUTIVE OFFICERS OF NATIONWIDE
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------
OFFICERS OF THE DEPOSITOR OFFICES OF THE DEPOSITOR
NAME AND PRINCIPAL BUSINESS ADDRESS
- ----------------------------------------------------------------------------------------------
<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
- ----------------------------------------------------------------------------------------------
</TABLE>
33
<PAGE> 38
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------
OFFICERS OF THE DEPOSITOR OFFICES OF THE DEPOSITOR
NAME AND PRINCIPAL BUSINESS ADDRESS
- ---------------------------------------------------------------------------------------------------------------
<S> <C>
Phillip C. Gath Senior Vice President and Chief Actuary
One Nationwide Plaza
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
- ---------------------------------------------------------------------------------------------------------------
Douglas 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
- ---------------------------------------------------------------------------------------------------------------
Bruce C. Barnes Vice President - Technology Strategy and Planning
One Nationwide Plaza
Columbus, OH 43215
- ---------------------------------------------------------------------------------------------------------------
David A. Diamond Vice President - Enterprise Controller
One Nationwide Plaza
Columbus, OH 43215
- ---------------------------------------------------------------------------------------------------------------
Matthew S. Easley Vice President - Investment Life Actuarial
One Nationwide Plaza
Columbus, OH 43215
- ---------------------------------------------------------------------------------------------------------------
R. Dennis Noice Vice President - Systems
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>
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
34
<PAGE> 39
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 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
35
<PAGE> 40
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
36
<PAGE> 41
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 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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<PAGE> 42
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., was organized
as a Maryland corporation in 1987. It is a diversified, open-end management
investment company which offers its shares only as investment vehicles for
variable annuity contracts and variable life insurance products of insurance
companies. American Century Variable Portfolios is managed by American Century
Investment Management, Inc.
AMERICAN CENTURY VP ADVANTAGE
Investment Objective: Current income and capital growth. The fund will seek
to achieve its objective by investing in three types of securities. The
fund's investment manager intends to invest approximately (i) 20% of the
fund's assets in securities of the United States government and its
agencies and instrumentalities and repurchase agreements collateralized by
such securities with a weighted average maturity of six months or less,
i.e., cash or cash equivalents; (ii) 40% of the fund's assets in fixed
income securities of the United States government and its agencies and
instrumentalities with a weighted average maturity of three to ten years;
and (iii) 40% of the fund's assets in equity securities that are considered
by management to have better-than-average prospects for appreciation.
Assets will be purchased or sold, as the case may be, as is necessary in
response to changes in market value to maintain the asset mix of the fund's
portfolio at approximately 60% cash, cash equivalents and fixed income
securities and 40% equity securities. There can be no assurance that the
fund will achieve its investment objective.
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. A minimum of 25% of the fixed income portion of
the Fund will be invested in fixed income senior securities. There can be
no assurance that the Fund will achieve its investment objective.
(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 Nationwide.)
FIDELITY VARIABLE INSURANCE PRODUCTS FUND
The Fidelity Variable Insurance Products Fund (VIP) is an open-end, diversified,
management investment company organized as a Massachusetts business trust on
November 13, 1981. Shares of VIP are purchased by insurance companies to fund
benefits under variable life insurance policies and variable annuity contracts.
Fidelity Management and Research Company ("FMR") is the manager for VIP and its
portfolios.
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
38
<PAGE> 43
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.
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 funds listed below, each with its own investment objectives. Shares of
NSAT will be sold only to life insurance company separate accounts to fund the
benefits under variable life insurance policies and variable annuity contracts
issued by life insurance companies. The assets of NSAT are managed by NAS, Three
Nationwide Plaza, Columbus, Ohio 43216, a wholly-owned subsidiary of Nationwide
Life Insurance Company.
CAPITAL APPRECIATION FUND
Investment Objective: Long-term capital appreciation.
GOVERNMENT BOND FUND
Investment Objective: As high a level of income as is consistent with the
preservation of capital by investing in a diversified portfolio of
securities issued or backed by the U.S. Government, its agencies or
instrumentalities.
MONEY MARKET FUND
Investment Objective: As high a level of current income as is considered
consistent with the preservation of capital and maintenance of liquidity.
TOTAL RETURN FUND
Investment Objective: To obtain a reasonable, long-term total return on
invested capital.
NEUBERGER BERMAN ADVISERS MANAGEMENT TRUST
Neuberger and Berman Advisers Management Trust ("NB AMT") is an open-end,
diversified management investment company consisting of several series. Shares
of the series of NB AMT 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.
BALANCED PORTFOLIO
Investment Objective: To provide long-term capital growth and reasonable
current income without undue risk to principal. The Balanced Portfolio will
seek to achieve its objective through investment of a portion of its assets
in common stocks and a portion of its assets in debt securities. The
Investment Adviser anticipates that the Balanced Portfolio's investments
will normally be managed so that approximately 60% of the Portfolio's total
assets will be invested in common stocks and the remaining assets will be
invested in debt securities. However, depending on the Investment Adviser's
views regarding current market trends, the common stock portion of the
Portfolio's investments may be adjusted downward to as low as 50% or upward
to as high as 70%. At least 25% of the Portfolio's assets will be invested
in fixed income senior securities.
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<PAGE> 44
APPENDIX B: ILLUSTRATIONS OF WHEN ADDITIONAL PREMIUM PAYMENTS ARE PERMITTED
EXAMPLE 1: A male non-tobacco, age 35, purchases a policy with an initial
premium of $25,000 and selects death benefit Option 1. The initial premium is
treated as 100% of the Guideline Single Premium which results in a specified
amount of $179,733. In the 12th and subsequent policy years, annual premiums of
$2,177 may be paid without violating the premium limitations prescribed by the
Internal Revenue Service to qualify the policy as a life insurance contract.
Additional premiums which increase the specified amount may be made at any time,
subject to the $1,000 minimum. Nationwide reserves the right to require
satisfactory evidence of insurability with any premium payment which increases
the net amount at risk. In addition, premium payments may be made at any time if
they are required to continue the policy in force.
EXAMPLE 2: A male non-tobacco, age 55, purchases a policy with an initial
premium of $100,000 and selects death benefit Option 1. The initial premium is
treated as 100% of the Guideline Single Premium which results in a specified
amount of $306,283. In the 11th and subsequent policy years, annual premiums of
$9,591 may be paid without violating the premium limitations prescribed by the
Internal Revenue Service to qualify the policy as a life insurance contract.
Additional premiums which increase the specified amount may be made at any time,
subject to the $1,000 minimum. Nationwide reserves the right to require
satisfactory evidence of insurability with any premium payment which increases
the net amount at risk. In addition, premium payments may be made at any time if
they are required to continue the policy in force.
40
<PAGE> 45
APPENDIX C: 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 policies change with investment performance. The illustrations
illustrate 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 no 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 sub-accounts is lower than the gross return. This is due
to the daily charges made against the assets of the sub-accounts for assuming
mortality and expense risks, recovering premium taxes and providing for
administrative expenses. On a current basis, these charges are equivalent to an
annual effective rate of 1.30% in the first 10 policy years and 1.00%
thereafter. On a guaranteed basis, these charges are equivalent to a maximum
annual effective rate of 1.60% in the first 10 policy years and 1.30%
thereafter. In addition, the net investment returns also reflect the deduction
of underlying mutual fund investment advisory fees and other expenses which are
equivalent to an annual effective rate of 0.75%. 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 April 13,
1999. Some underlying mutual funds are subject to expense reimbursements and fee
waivers. Absent expense reimbursements and fee waivers, the annual effective
rate would have been 0.75%. 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 account of the current charges for mortality and expense risks,
recovering premium taxes and providing for administrative and underlying mutual
fund expenses, gross annual rates of return of 0%, 6% and 12% correspond to net
investment experience at constant annual rates of - 2.10%, 3.90% and 9.90%,
respectively, in policy years one through ten, and -1.80%, 4.20% and 10.20%
thereafter. Taking account of guaranteed charges, gross annual rates of return
of 0%, 6% and 12% correspond to net investment experience at constant annual
rates of -2.40%, 3.60% and 9.60%, respectively, in policy years one through ten,
and -2.10%, 3.90% and 9.90% thereafter.
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.
In addition, the illustrations reflect the fact that Nationwide deducts an
annual administrative charge at the beginning of each policy year after
41
<PAGE> 46
the first. The illustrations also 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.
Upon request, Nationwide will furnish a comparable illustration based on the
proposed insured's age, sex, smoking classification, rating classification and
premium payment requested.
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<PAGE> 47
$10,000 INITIAL PREMIUM: $43,190 SPECIFIED AMOUNT
MALE: NON-TOBACCO: SIMPLIFIED ISSUE: AGE 45
NEW YORK
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 10,500 9,657 8,807 43,190 10,242 9,392 43,190 10,826 9,976 43,190
2 11,025 9,246 8,396 43,190 10,415 9,565 43,190 11,654 10,804 43,190
3 11,576 8,830 8,030 43,190 10,585 9,785 43,190 12,555 11,755 43,190
4 12,155 8,408 7,608 43,190 10,750 9,950 43,190 13,536 12,736 43,190
5 12,763 7,978 7,228 43,190 10,908 10,158 43,190 14,605 13,855 43,190
6 13,401 7,539 6,839 43,190 11,059 10,359 43,190 15,771 15,071 43,190
7 14,071 7,088 6,488 43,190 11,199 10,599 43,190 17,043 16,443 43,190
8 14,775 6,622 6,122 43,190 11,325 10,825 43,190 18,430 17,930 43,190
9 15,513 6,136 5,736 43,190 11,435 11,035 43,190 19,946 19,546 43,190
10 16,289 5,629 5,629 43,190 11,525 11,525 43,190 21,603 21,603 43,190
15 20,789 2,780 2,780 43,190 11,822 11,822 43,190 33,219 33,219 44,513
20 26,533 (*) (*) (*) 11,292 11,292 43,190 52,000 52,000 63,440
25 33,864 (*) (*) (*) 8,829 8,829 43,190 81,482 81,482 94,520
30 43,219 (*) (*) (*) 1,295 1,295 43,190 127,847 127,847 136,797
</TABLE>
ASSUMPTIONS:
(1) NO POLICY LOANS AND NO PARTIAL WITHDRAWALS HAVE BEEN MADE.
(2) CURRENT VALUES REFLECT CURRENT COST OF INSURANCE CHARGES AND AN ANNUAL
$65 ADMINISTRATIVE EXPENSE CHARGE.
(3) NET INVESTMENT RETURNS ARE CALCULATED AS THE HYPOTHETICAL GROSS
INVESTMENT RETURN LESS ALL CHARGES AND DEDUCTIONS SHOWN IN THE PROSPECTUS
APPENDIX.
(*) UNLESS ADDITIONAL PREMIUM IS PAID, THE POLICY WILL NOT STAY IN FORCE.
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 REPRESENTATIONS CAN BE MADE BY NATIONWIDE OR THE TRUST THAT THESE
HYPOTHETICAL RATES OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER
ANY PERIOD OF TIME.
43
<PAGE> 48
$10,000 INITIAL PREMIUM: $43,190 SPECIFIED AMOUNT
MALE: NON-TOBACCO: SIMPLIFIED ISSUE: AGE 45
NEW YORK
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 10,500 9,616 8,766 43,190 10,199 9,349 43,190 10,781 9,931 43,190
2 11,025 9,110 8,260 43,190 10,268 9,418 43,190 11,495 10,645 43,190
3 11,576 8,600 7,800 43,190 10,327 9,527 43,190 12,267 11,467 43,190
4 12,155 8,084 7,284 43,190 10,374 9,574 43,190 13,101 12,301 43,190
5 12,763 7,561 6,811 43,190 10,407 9,657 43,190 14,004 13,254 43,190
6 13,401 7,029 6,329 43,190 10,424 9,724 43,190 14,981 14,281 43,190
7 14,071 6,483 5,883 43,190 10,420 9,820 43,190 16,039 15,439 43,190
8 14,775 5,920 5,420 43,190 10,393 9,893 43,190 17,185 16,685 43,190
9 15,513 5,336 4,936 43,190 10,337 9,937 43,190 18,426 18,026 43,190
10 16,289 4,726 4,726 43,190 10,248 10,248 43,190 19,772 19,772 43,190
15 20,789 1,168 1,168 43,190 9,283 9,283 43,190 29,002 29,002 43,190
20 26,533 (*) (*) (*) 6,352 6,352 43,190 43,855 43,855 53,504
25 33,864 (*) (*) (*) (*) (*) (*) 66,636 66,636 77,298
30 43,219 (*) (*) (*) (*) (*) (*) 101,661 101,661 108,777
</TABLE>
ASSUMPTIONS:
(1) NO POLICY LOANS AND NO PARTIAL WITHDRAWALS HAVE BEEN MADE.
(2) GUARANTEED VALUES REFLECT GUARANTEED COST OF INSURANCE CHARGES AND AN
ANNUAL $120 ADMINISTRATIVE EXPENSE CHARGE.
(3) NET INVESTMENT RETURNS ARE CALCULATED AS THE HYPOTHETICAL GROSS
INVESTMENT RETURN LESS ALL CHARGES AND DEDUCTIONS SHOWN IN THE PROSPECTUS
APPENDIX.
(*) UNLESS ADDITIONAL PREMIUM IS PAID, THE POLICY WILL NOT STAY IN FORCE.
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 REPRESENTATIONS CAN BE MADE BY NATIONWIDE OR THE TRUST THAT THESE
HYPOTHETICAL RATES OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER
ANY PERIOD OF TIME.
44
<PAGE> 49
$10,000 INITIAL PREMIUM: $41,661 SPECIFIED AMOUNT
MALE: NON-TOBACCO: SIMPLIFIED ISSUE: AGE 45
NON-NEW YORK
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 10,500 9,672 8,822 41,661 10,256 9,406 41,661 10,841 9,991 41,661
2 11,025 9,252 8,402 41,661 10,421 9,571 41,661 11,660 10,810 41,661
3 11,576 8,829 8,029 41,661 10,583 9,783 41,661 12,552 11,752 41,661
4 12,155 8,402 7,602 41,661 10,741 9,941 41,661 13,524 12,724 41,661
5 12,763 7,970 7,220 41,661 10,895 10,145 41,661 14,586 13,836 41,661
6 13,401 7,532 6,832 41,661 11,043 10,343 41,661 15,745 15,045 41,661
7 14,071 7,084 6,484 41,661 11,184 10,584 41,661 17,012 16,412 41,661
8 14,775 6,625 6,125 41,661 11,314 10,814 41,661 18,396 17,896 41,661
9 15,513 6,152 5,752 41,661 11,431 11,031 41,661 19,909 19,509 41,661
10 16,289 5,661 5,661 41,661 11,532 11,532 41,661 21,566 21,566 41,661
15 20,789 2,958 2,958 41,661 11,954 11,954 41,661 33,184 33,184 44,467
20 26,533 (*) (*) (*) 11,690 11,690 41,661 51,870 51,870 63,282
25 33,864 (*) (*) (*) 9,799 9,799 41,661 81,250 81,250 94,250
30 43,219 (*) (*) (*) 3,694 3,694 41,661 127,528 127,528 136,455
</TABLE>
ASSUMPTIONS:
(1) NO POLICY LOANS AND NO PARTIAL WITHDRAWALS HAVE BEEN MADE.
(2) CURRENT VALUES REFLECT CURRENT COST OF INSURANCE CHARGES AND AN ANNUAL
$90 ADMINISTRATIVE EXPENSE CHARGE.
(3) NET INVESTMENT RETURNS ARE CALCULATED AS THE HYPOTHETICAL GROSS
INVESTMENT RETURN LESS ALL CHARGES AND DEDUCTIONS SHOWN IN THE PROSPECTUS
APPENDIX.
(*) UNLESS ADDITIONAL PREMIUM IS PAID, THE POLICY WILL NOT STAY IN FORCE.
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 REPRESENTATIONS CAN BE MADE BY NATIONWIDE OR THE TRUST THAT THESE
HYPOTHETICAL RATES OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER
ANY PERIOD OF TIME.
45
<PAGE> 50
$10,000 INITIAL PREMIUM: $41,661 SPECIFIED AMOUNT
MALE: NON-TOBACCO: SIMPLIFIED ISSUE: AGE 45
NON-NEW YORK
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 10,500 9,623 8,773 41,661 10,206 9,356 41,661 10,788 9,938 41,661
2 11,025 9,109 8,259 41,661 10,267 9,417 41,661 11,494 10,644 41,661
3 11,576 8,592 7,792 41,661 10,319 9,519 41,661 12,258 11,458 41,661
4 12,155 8,071 7,271 41,661 10,359 9,559 41,661 13,084 12,284 41,661
5 12,763 7,543 6,793 41,661 10,385 9,635 41,661 13,979 13,229 41,661
6 13,401 7,006 6,306 41,661 10,396 9,696 41,661 14,948 14,248 41,661
7 14,071 6,457 5,857 41,661 10,387 9,787 41,661 15,997 15,397 41,661
8 14,775 5,892 5,392 41,661 10,355 9,855 41,661 17,135 16,635 41,661
9 15,513 5,306 4,906 41,661 10,295 9,895 41,661 18,369 17,969 41,661
10 16,289 4,697 4,697 41,661 10,204 10,204 41,661 19,708 19,708 41,661
15 20,789 1,165 1,165 41,661 9,252 9,252 41,661 28,920 28,920 41,661
20 26,533 (*) (*) (*) 6,412 6,412 41,661 43,694 43,694 53,307
25 33,864 (*) (*) (*) (*) (*) (*) 66,290 66,290 76,897
30 43,219 (*) (*) (*) (*) (*) (*) 101,032 101,032 108,104
</TABLE>
ASSUMPTIONS:
(1) NO POLICY LOANS AND NO PARTIAL WITHDRAWALS HAVE BEEN MADE.
(2) GUARANTEED VALUES REFLECT GUARANTEED COST OF INSURANCE CHARGES AND AN
ANNUAL $135 ADMINISTRATIVE EXPENSE CHARGE.
(3) NET INVESTMENT RETURNS ARE CALCULATED AS THE HYPOTHETICAL GROSS
INVESTMENT RETURN LESS ALL CHARGES AND DEDUCTIONS SHOWN IN THE PROSPECTUS
APPENDIX.
(*) UNLESS ADDITIONAL PREMIUM IS PAID, THE POLICY WILL NOT STAY IN FORCE.
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 REPRESENTATIONS CAN BE MADE BY NATIONWIDE OR THE TRUST THAT THESE
HYPOTHETICAL RATES OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER
ANY PERIOD OF TIME.
46
<PAGE> 51
$25,000 INITIAL PREMIUM: $114,856 SPECIFIED AMOUNT
MALE: NON-TOBACCO: SIMPLIFIED ISSUE: AGE 45
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 26,250 24,174 22,049 114,856 25,636 23,511 114,856 27,097 24,972 114,856
2 27,563 23,291 21,166 114,856 26,223 24,098 114,856 29,328 27,203 114,856
3 28,941 22,397 20,397 114,856 26,810 24,810 114,856 31,759 29,759 114,856
4 30,388 21,492 19,492 114,856 27,396 25,396 114,856 34,411 32,411 114,856
5 31,907 20,572 18,697 114,856 27,978 26,103 114,856 37,306 35,431 114,856
6 33,502 19,633 17,883 114,856 28,553 26,803 114,856 40,467 38,717 114,856
7 35,178 18,669 17,169 114,856 29,116 27,616 114,856 43,920 42,420 114,856
8 36,936 17,675 16,425 114,856 29,663 28,413 114,856 47,693 46,443 114,856
9 38,783 16,643 15,643 114,856 30,186 29,186 114,856 51,817 50,817 114,856
10 40,722 15,567 15,567 114,856 30,681 30,681 114,856 56,332 56,332 114,856
15 51,973 9,584 9,584 114,856 33,146 33,146 114,856 87,888 87,888 117,770
20 66,332 1,510 1,510 114,856 34,297 34,297 114,856 138,873 138,873 169,425
25 84,659 (*) (*) (*) 32,091 32,091 114,856 219,214 219,214 254,289
30 108,049 (*) (*) (*) 21,069 21,069 114,856 346,030 346,030 370,252
</TABLE>
ASSUMPTIONS:
(1) NO POLICY LOANS AND NO PARTIAL WITHDRAWALS HAVE BEEN MADE.
(2) CURRENT VALUES REFLECT CURRENT COST OF INSURANCE CHARGES AND AN ANNUAL
$50 ADMINISTRATIVE EXPENSE CHARGE.
(3) NET INVESTMENT RETURNS ARE CALCULATED AS THE HYPOTHETICAL GROSS
INVESTMENT RETURN LESS ALL CHARGES AND DEDUCTIONS SHOWN IN THE PROSPECTUS
APPENDIX.
(*) UNLESS ADDITIONAL PREMIUM IS PAID, THE POLICY WILL NOT STAY IN FORCE.
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 REPRESENTATIONS CAN BE MADE BY NATIONWIDE OR THE TRUST THAT THESE
HYPOTHETICAL RATES OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER
ANY PERIOD OF TIME.
47
<PAGE> 52
$25,000 INITIAL PREMIUM: $114,856 SPECIFIED AMOUNT
MALE: NON-TOBACCO: SIMPLIFIED ISSUE: AGE 45
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 26,250 24,010 21,885 114,856 25,465 23,340 114,856 26,920 24,795 114,856
2 27,563 22,932 20,807 114,856 25,837 23,712 114,856 28,914 26,789 114,856
3 28,941 21,839 19,839 114,856 26,189 24,189 114,856 31,070 29,070 114,856
4 30,388 20,726 18,726 114,856 26,515 24,515 114,856 33,402 31,402 114,856
5 31,907 19,589 17,714 114,856 26,813 24,938 114,856 35,927 34,052 114,856
6 33,502 18,421 16,671 114,856 27,075 25,325 114,856 38,663 36,913 114,856
7 35,178 17,215 15,715 114,856 27,293 25,793 114,856 41,626 40,126 114,856
8 36,936 15,959 14,709 114,856 27,457 26,207 114,856 44,836 43,586 114,856
9 38,783 14,642 13,642 114,856 27,555 26,555 114,856 48,317 47,317 114,856
10 40,722 13,254 13,254 114,856 27,577 27,577 114,856 52,095 52,095 114,856
15 51,973 4,962 4,962 114,856 26,531 26,531 114,856 78,002 78,002 114,856
20 66,332 (*) (*) (*) 20,838 20,838 114,856 119,657 119,657 145,981
25 84,659 (*) (*) (*) 4,679 4,679 114,856 183,457 183,457 212,810
30 108,049 (*) (*) (*) (*) (*) (*) 281,552 281,552 301,260
</TABLE>
ASSUMPTIONS:
(1) NO POLICY LOANS AND NO PARTIAL WITHDRAWALS HAVE BEEN MADE.
(2) GUARANTEED VALUES REFLECT GUARANTEED COST OF INSURANCE CHARGES AND AN
ANNUAL $75 ADMINISTRATIVE EXPENSE CHARGE.
(3) NET INVESTMENT RETURNS ARE CALCULATED AS THE HYPOTHETICAL GROSS
INVESTMENT RETURN LESS ALL CHARGES AND DEDUCTIONS SHOWN IN THE PROSPECTUS
APPENDIX.
(*) UNLESS ADDITIONAL PREMIUM IS PAID, THE POLICY WILL NOT STAY IN FORCE.
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 REPRESENTATIONS CAN BE MADE BY NATIONWIDE OR THE TRUST THAT THESE
HYPOTHETICAL RATES OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER
ANY PERIOD OF TIME.
48
<PAGE> 53
$100,000 INITIAL PREMIUM: $306,283 SPECIFIED AMOUNT
MALE: NON-TOBACCO: PREFERRED ISSUE: AGE 55
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>
1 105,000 96,836 88,336 306,283 102,691 94,191 306,283 108,548 100,048 306,283
2 110,250 93,571 85,071 306,283 105,349 96,849 306,283 117,822 109,322 306,283
3 115,763 90,250 82,250 306,283 108,023 100,023 306,283 127,957 119,957 306,283
4 121,551 86,860 78,860 306,283 110,707 102,707 306,283 139,044 131,044 306,283
5 127,628 83,384 75,884 306,283 113,391 105,891 306,283 151,185 143,685 306,283
6 134,010 79,805 72,805 306,283 116,067 109,067 306,283 164,497 157,497 306,283
7 140,710 76,105 70,105 306,283 118,726 112,726 306,283 179,113 173,113 306,283
8 147,746 72,256 67,256 306,283 121,349 116,349 306,283 195,180 190,180 306,283
9 155,133 68,229 64,229 306,283 123,922 119,922 306,283 212,872 208,872 306,283
10 162,889 63,997 63,997 306,283 126,430 126,430 306,283 232,394 232,394 306,283
15 207,893 39,461 39,461 306,283 139,732 139,732 306,283 368,719 368,719 427,714
20 265,330 2,589 2,589 306,283 149,098 149,098 306,283 586,184 586,184 627,217
25 338,635 (*) (*) (*) 146,527 146,527 306,283 934,517 934,517 981,243
30 432,194 (*) (*) (*) 108,303 108,303 306,283 1,478,079 1,478,079 1,551,983
</TABLE>
ASSUMPTIONS:
(1) NO POLICY LOANS AND NO PARTIAL WITHDRAWALS HAVE BEEN MADE.
(2) CURRENT VALUES REFLECT CURRENT COST OF INSURANCE CHARGES AND AN ANNUAL
$50 ADMINISTRATIVE EXPENSE CHARGE.
(3) NET INVESTMENT RETURNS ARE CALCULATED AS THE HYPOTHETICAL GROSS
INVESTMENT RETURN LESS ALL CHARGES AND DEDUCTIONS SHOWN IN THE PROSPECTUS
APPENDIX.
(*) UNLESS ADDITIONAL PREMIUM IS PAID, THE POLICY WILL NOT STAY IN FORCE.
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 REPRESENTATIONS CAN BE MADE BY NATIONWIDE OR THE TRUST THAT THESE
HYPOTHETICAL RATES OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER
ANY PERIOD OF TIME.
49
<PAGE> 54
$100,000 INITIAL PREMIUM: $306,283 SPECIFIED AMOUNT
MALE: NON-TOBACCO: PREFERRED ISSUE: AGE 55
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>
1 105,000 95,948 87,448 306,283 101,775 93,275 306,283 107,604 99,104 306,283
2 110,250 91,708 83,208 306,283 103,374 94,874 306,283 115,732 107,232 306,283
3 115,763 87,336 79,336 306,283 104,857 96,857 306,283 124,525 116,525 306,283
4 121,551 82,805 74,805 306,283 106,202 98,202 306,283 134,051 126,051 306,283
5 127,628 78,081 70,581 306,283 107,381 99,881 306,283 144,385 136,885 306,283
6 134,010 73,125 66,125 306,283 108,360 101,360 306,283 155,616 148,616 306,283
7 140,710 67,894 61,894 306,283 109,104 103,104 306,283 167,850 161,850 306,283
8 147,746 62,323 57,323 306,283 109,560 104,560 306,283 181,201 176,201 306,283
9 155,133 56,345 52,345 306,283 109,670 105,670 306,283 195,814 191,814 306,283
10 162,889 49,889 49,889 306,283 109,374 109,374 306,283 211,866 211,866 306,283
15 207,893 7,926 7,926 306,283 101,127 101,127 306,283 325,428 325,428 377,496
20 265,330 (*) (*) (*) 65,518 65,518 306,283 503,621 503,621 538,875
25 338,635 (*) (*) (*) (*) (*) (*) 783,619 783,619 822,800
30 432,194 (*) (*) (*) (*) (*) (*) 1,204,998 1,204,998 1,265,248
</TABLE>
ASSUMPTIONS:
(1) NO POLICY LOANS AND NO PARTIAL WITHDRAWALS HAVE BEEN MADE.
(2) GUARANTEED VALUES REFLECT GUARANTEED COST OF INSURANCE CHARGES AND AN
ANNUAL $75 ADMINISTRATIVE EXPENSE CHARGE.
(3) NET INVESTMENT RETURNS ARE CALCULATED AS THE HYPOTHETICAL GROSS
INVESTMENT RETURN LESS ALL CHARGES AND DEDUCTIONS SHOWN IN THE PROSPECTUS
APPENDIX.
(*) UNLESS ADDITIONAL PREMIUM IS PAID, THE POLICY WILL NOT STAY IN FORCE.
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 REPRESENTATIONS CAN BE MADE BY NATIONWIDE OR THE TRUST THAT THESE
HYPOTHETICAL RATES OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER
ANY PERIOD OF TIME.
50
<PAGE> 55
$100,000 INITIAL PREMIUM: $211,021 SPECIFIED AMOUNT
MALE: NON-TOBACCO: PREFERRED ISSUE: AGE 65
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>
1 105,000 96,508 88,008 211,021 102,374 93,874 211,021 108,241 99,741 211,021
2 110,250 92,854 84,354 211,021 104,682 96,812 211,021 117,213 108,713 211,021
3 115,763 89,070 81,070 211,021 106,972 98,972 211,021 127,070 119,070 211,021
4 121,551 85,137 77,137 211,021 109,240 101,240 211,021 137,933 129,933 211,021
5 127,628 81,027 73,527 211,021 111,476 103,976 211,021 149,939 142,439 211,021
6 134,010 76,704 69,704 211,021 113,668 106,668 211,021 163,251 156,251 211,021
7 140,710 72,123 66,123 211,021 115,796 109,796 211,021 178,060 172,060 211,021
8 147,746 67,225 62,225 211,021 117,840 112,840 211,021 194,591 189,591 215,996
9 155,133 61,951 57,951 211,021 119,777 115,777 211,021 212,875 208,875 232,034
10 162,889 56,238 56,238 211,021 121,591 121,591 211,021 232,962 232,962 249,269
15 207,893 16,637 16,637 211,021 129,219 129,219 211,021 371,196 371,196 389,756
20 265,330 (*) (*) (*) 124,397 124,397 211,021 586,902 586,902 616,247
25 338,635 (*) (*) (*) 77,122 77,122 211,021 915,212 915,212 960,973
30 432,194 (*) (*) (*) (*) (*) (*) 1,430,336 1,430,336 1,444,639
</TABLE>
ASSUMPTIONS:
(1) NO POLICY LOANS AND NO PARTIAL WITHDRAWALS HAVE BEEN MADE.
(2) CURRENT VALUES REFLECT CURRENT COST OF INSURANCE CHARGES AND AN ANNUAL
$50 ADMINISTRATIVE EXPENSE CHARGE.
(3) NET INVESTMENT RETURNS ARE CALCULATED AS THE HYPOTHETICAL GROSS
INVESTMENT RETURN LESS ALL CHARGES AND DEDUCTIONS SHOWN IN THE PROSPECTUS
APPENDIX.
(*) UNLESS ADDITIONAL PREMIUM IS PAID, THE POLICY WILL NOT STAY IN FORCE.
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 REPRESENTATIONS CAN BE MADE BY NATIONWIDE OR THE TRUST THAT THESE
HYPOTHETICAL RATES OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER
ANY PERIOD OF TIME.
51
<PAGE> 56
$100,000 INITIAL PREMIUM: $211,021 SPECIFIED AMOUNT
MALE: NON-TOBACCO: PREFERRED ISSUE: AGE 65
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>
1 105,000 95,130 86,630 211,021 100,970 92,470 211,021 106,812 98,312 211,021
2 110,250 89,907 81,407 211,021 101,644 93,144 211,021 114,088 105,588 211,021
3 115,763 84,356 76,356 211,021 102,066 94,066 211,021 121,987 113,987 211,021
4 121,551 78,419 70,419 211,021 102,196 94,196 211,021 130,609 122,609 211,021
5 127,628 72,016 64,516 211,021 101,980 94,480 211,021 140,072 132,572 211,021
6 134,010 65,041 58,041 211,021 101,345 94,345 211,021 150,520 143,520 211,021
7 140,710 57,359 51,359 211,021 100,195 94,195 211,021 162,134 156,134 211,021
8 147,746 48,791 43,791 211,021 98,404 93,404 211,021 175,149 170,149 211,021
9 155,133 39,127 35,127 211,021 95,825 91,825 211,021 189,878 185,878 211,021
10 162,889 28,128 28,128 211,021 92,288 92,288 211,021 206,608 206,608 221,071
15 207,893 (*) (*) (*) 53,214 53,214 211,021 321,185 321,185 337,245
20 265,330 (*) (*) (*) (*) (*) (*) 493,610 493,610 518,290
25 338,635 (*) (*) (*) (*) (*) (*) 744,737 744,737 781,974
30 432,194 (*) (*) (*) (*) (*) (*) 1,132,229 1,132,229 1,143,551
</TABLE>
ASSUMPTIONS:
(1) NO POLICY LOANS AND NO PARTIAL WITHDRAWALS HAVE BEEN MADE.
(2) GUARANTEED VALUES REFLECT GUARANTEED COST OF INSURANCE CHARGES AND AN
ANNUAL $75 ADMINISTRATIVE EXPENSE CHARGE.
(3) NET INVESTMENT RETURNS ARE CALCULATED AS THE HYPOTHETICAL GROSS
INVESTMENT RETURN LESS ALL CHARGES AND DEDUCTIONS SHOWN IN THE PROSPECTUS
APPENDIX.
(*) UNLESS ADDITIONAL PREMIUM IS PAID, THE POLICY WILL NOT STAY IN FORCE.
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 REPRESENTATIONS CAN BE MADE BY NATIONWIDE OR THE TRUST THAT THESE
HYPOTHETICAL RATES OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER
ANY PERIOD OF TIME.
52
<PAGE> 57
<PAGE> 1
Independent Auditors' Report
----------------------------
The Board of Directors of Nationwide Life and Annuity Insurance Company and
Contract Owners of Nationwide VL Separate Account-A:
We have audited the accompanying statement of assets, liabilities and
contract owners' equity of Nationwide VL Separate Account-A 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 included
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 VL Separate
Account-A 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 VL SEPARATE ACCOUNT-A
STATEMENT OF ASSETS, LIABILITIES AND CONTRACT OWNERS' EQUITY
December 31, 1998
<TABLE>
<CAPTION>
ASSETS:
Investments at market value:
American Century VP - American Century VP Advantage (ACVPAdv)
<S> <C> <C>
73,117 shares (cost $387,261).................................... $ 507,433
American Century VP - American Century VP Balanced (ACVPBal)
26,320 shares (cost $203,864).................................... 219,511
American Century VP - American Century VP Capital Appreciation (ACVPCapAp)
13,980 shares (cost $110,839).................................... 126,097
American Century VP - American Century VP International (ACVPInt)
7,480 shares (cost $51,409) .................................... 56,995
American Century VP - American Century VP Value (ACVPValue)
15,487 shares (cost $102,922).................................... 104,229
The Dreyfus Socially Responsible Growth Fund, Inc. (DrySRGro)
10,150 shares (cost $278,532).................................... 315,458
Dreyfus Stock Index Fund (DryStkIx)
209,328 shares (cost $6,031,508)................................. 6,807,347
Dreyfus VIF - Capital Appreciation Portfolio (DryCapAp)
90,733 shares (cost $2,925,226).................................. 3,276,382
Dreyfus VIF - Growth and Income Portfolio (DryGrInc)
16,078 shares (cost $327,055).................................... 363,854
Fidelity VIP - Equity-Income Portfolio (FidVIPEI)
121,794 shares (cost $2,805,332)................................. 3,096,002
Fidelity VIP - Growth Portfolio (FidVIPGr)
4,482 shares (cost $168,986)..................................... 201,125
Fidelity VIP - High Income Portfolio (FidVIPHI)
38,853 shares (cost $426,465).................................... 447,974
Fidelity VIP - Overseas Portfolio (FidVIPOv)
41,510 shares (cost $788,922).................................... 832,268
Fidelity VIP-II - Asset Manager Portfolio (FidVIPAM)
207,022 shares (cost $3,464,350)................................. 3,759,520
Fidelity VIP-II - Contrafund Portfolio (FidVIPCon)
13,011 shares (cost $273,524).................................... 317,999
Fidelity VIP-III - Growth Opportunities Portfolio (FidVIPGrOp)
74,997 shares (cost $1,498,855).................................. 1,715,939
Morgan Stanley - Emerging Markets Debt Portfolio (MSEmMkt)
7,377 shares (cost $56,335)...................................... 44,998
Nationwide SAT - Capital Appreciation Fund (NSATCapAp)
85,026 shares (cost $2,057,893).................................. 2,260,835
</TABLE>
<PAGE> 3
<TABLE>
<CAPTION>
Nationwide SAT - Government Bond Fund (NSATGvtBd)
<S> <C> <C>
96,946 shares (cost $1,132,377).................................... 1,133,300
Nationwide SAT - Money Market Fund (NSATMyMkt)
10,498,485 shares (cost $10,498,485)............................... 10,498,485
Nationwide SAT - Small Company Fund (NSATSmCo)
13,038 shares (cost $195,477)...................................... 208,733
Nationwide SAT - Total Return Fund (NSATTotRe)
10,090 shares (cost $176,901)...................................... 185,661
Neuberger & Berman AMT - Balanced Portfolio (NBAMTBal)
146,708 shares (cost $1,989,653)................................... 2,027,510
Neuberger & Berman AMT - Growth Portfolio (NBAMTGro)
3,368 shares (cost $73,987)........................................ 88,555
Neuberger & Berman AMT - Limited Maturity Bond (NBAMTLMat)
781 shares (cost $12,086).......................................... 12,753
Neuberger & Berman AMT - Partner's Portfolio (NBAMTPart)
161,275 shares (cost $2,902,761)................................... 3,052,927
Oppenheimer VAF - Bond Fund (OppBdFd)
41,079 shares (cost $497,916)...................................... 506,090
Oppenheimer VAF - Global Securities Fund (OppGlSec)
99,716 shares (cost $2,076,362).................................... 2,200,742
Oppenheimer VAF - Growth Fund (OppGro)
4,856 shares (cost $154,641)....................................... 178,073
Oppenheimer VAF - Multiple Stategies Fund (OppMult)
4,654 shares (cost $77,151)........................................ 79,352
Strong Opportunity Fund II, Inc. (StOpp2)
131,567 shares (cost $2,583,131)................................... 2,857,641
Strong VIF - Strong Discovery Fund II (StDisc2)
373 shares (cost $4,038)........................................... 4,746
Strong VIF - Strong International Stock Fund II (StIntStk2)
5,979 shares (cost $54,708)........................................ 52,492
Van Kampen American Capital LIT -
Morgan Stanley Real Estate Securities Portfolio (VKMSRESec)
18,923 shares (cost $261,385)...................................... 260,376
Warburg Pincus Trust - International Equity Portfolio (WPIntEq)
10,988 shares (cost $122,174)...................................... 120,758
Warburg Pincus Trust - Post Venture Capital Portfolio (WPPVenCap)
4,982 shares (cost $52,489)........................................ 58,691
Warburg Pincus Trust - Small Company Growth Portfolio (WPSmCoGr)
94,847 shares (cost $1,339,482).................................... 1,518,505
---------
Total assets.................................................... 49,499,356
Accounts payable............................................................ 122,302
---------
Contract owners' equity..................................................... $ 49,377,054
===========
</TABLE>
<PAGE> 4
<TABLE>
<CAPTION>
Annual
Contract owners' equity represented by: Units Unit Value Return*
------ ---------- -------
Multiple Payment Contracts and Flexible Premium Contracts:
<S> <C> <C> <C> <C>
American Century - Advantage........................ 486 $ 18.492009 $ 8,987 16%
American Century - Advantage
Initial Funding by Depositor (note 1a)............ 25,000 19.938436 498,461 17%
Fidelity VIP - Growth Portfolio..................... 1,569 33.916141 53,214 38%
Nationwide SAT - Capital Appreciation Fund.......... 158 31.669989 5,004 29%
Nationwide SAT - Government Bond Fund............... 664 18.081576 12,006 8%
Nationwide SAT - Money Market Fund.................. 78 13.319323 1,039 4%
Nationwide SAT - Total Return Fund.................. 499 33.070880 16,502 17%
Neuberger & Berman - Balanced Portfolio............. 613 20.803745 12,753 11%
Corporate Variable Universal Life Contracts:
(policy years 1 through 4):
American Century Portfolios, Inc. - Balanced........ 18,820 11.626919 218,819 15%
American Century Portfolios, Inc. -
Capital Appreciation.............................. 14,644 8.596963 125,894 (3)%
American Century Portfolios, Inc. -
International..................................... 4,839 11.765055 56,931 18%
American Century Portfolios, Inc. - Value........... 9,728 10.691622 104,008 4%
The Dreyfus Socially Responsible
Growth Fund, Inc.................................. 24,028 13.111780 315,050 29%
Dreyfus - Stock Index Fund.......................... 509,049 13.339484 6,790,451 27%
Dreyfus - Capital Appreciation Portfolio............ 245,320 13.330093 3,270,138 29%
Dreyfus - Growth and Income Portfolio............... 32,602 11.137968 363,120 11%
Fidelity VIP - Equity-Income Portfolio.............. 267,408 11.555353 3,089,994 11%
Fidelity VIP - Growth Portfolio..................... 9,901 14.020364 138,816 39%
Fidelity VIP - High Income Portfolio................ 45,265 9.869575 446,746 (5)%
Fidelity VIP - Overseas Portfolio................... 76,632 10.841633 830,816 12%
Fidelity VIP-II - Asset Manager Portfolio........... 318,265 11.787372 3,751,508 14%
Fidelity VIP-II - Contrafund Portfolio.............. 24,074 13.186342 317,448 29%
Fidelity VIP-III -
Growth Opportunities Portfolio.................... 131,097 13.061294 1,712,296 24%
</TABLE>
<PAGE> 5
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Morgan Stanley -
Emerging Markets Debt Portfolio................... 6,562 6.844561 44,914 (29)%
Nationwide SAT - Capital Appreciation Fund........ 165,868 13.565122 2,250,020 29%
Nationwide SAT - Government Bond Fund............. 98,753 11.296453 1,115,559 8%
Nationwide SAT - Money Market Fund................ 985,202 10.628993 10,471,705 5%
Nationwide SAT - Small Company Fund............... 20,994 9.917667 208,212 0%
Nationwide SAT - Total Return Fund................ 13,948 12.096435 168,721 17%
Neuberger & Berman - Growth Portfolio............. 7,607 11.567509 87,994 15%
Neuberger & Berman -
Limited Maturity Bond Portfolio................. 191,330 10.566217 2,021,634 4%
Neuberger & Berman - Partners Portfolio........... 288,166 10.569546 3,045,784 4%
Oppenheimer - Bond Fund........................... 45,668 11.060180 505,096 6%
Oppenheimer - Global Securities Fund.............. 190,998 11.498009 2,196,097 13%
Oppenheimer - Growth Fund......................... 14,424 12.324954 177,775 23%
Oppenheimer - Multiple Strategies Fund............ 7,326 10.801052 79,129 6%
Strong - Opportunity Fund II...................... 249,437 11.434594 2,852,211 13%
Strong VIP - Strong Discovery Fund II............. 465 10.200413 4,743 7%
Strong VIP - International Stock Fund II.......... 6,409 8.175124 52,394 (5)%
Van Kampen American Capital LIT
Real Estate Securities Fund..................... 27,181 9.560744 259,871 (12)%
Warburg Pincus Trust International
Equity Portfolio................................ 13,041 9.241653 120,520 5%
Warburg Pincus Trust Post Venture
Capital Portfolio............................... 5,675 10.325823 58,599 6%
Warburg Pincus Trust Small Company
Growth Portfolio................................ 154,150 9.835063 1,516,075 (3)%
======= ======== ---------
$ 49,377,054
==========
</TABLE>
* The annual return does not include contract charges satisfied by surrendering
units.
See accompanying notes to financial statements.
<PAGE> 6
<TABLE>
<CAPTION>
NATIONWIDE VL SEPARATE ACCOUNT-A
STATEMENTS OF OPERATIONS AND CHANGES IN CONTRACT OWNERS' EQUITY
YEARS ENDED DECEMBER 31, 1998, 1997, 1996
TOTAL ACVPADV
--------------------------------------------- ----------------------------------------------
1998 1997 1996 1998 1997 1996
------------- ------------- ------------- ------------- ------------- --------------
<S> <C> <C> <C> <C> <C> <C>
INVESTMENT ACTIVITY:
Reinvested dividends ........ $ 646,514 8,040 10,646 9,771 5,992 8,663
Mortality and expense charges
(note 3)................... (151,794) (795) (722) (71) (645) (587)
-------------- -------------- -------------- -------------- ------------- --------------
Net investment activity.... 494,720 7,245 9,924 9,700 5,347 8,076
-------------- -------------- -------------- -------------- ------------- --------------
Proceeds from mutual fund
shares sold................ 35,415,399 33,699 16,003 1,525 377 -
Cost of mutual funds sold.... (35,903,585) (28,831) (14,209) (1,311) (315) -
-------------- -------------- -------------- -------------- ------------- --------------
Realized gain (loss)
on investments........... (488,186) 4,868 1,794 214 62 -
Change in unrealized gain (loss)
on investments............. 3,222,056 29,307 8,266 27,703 22,147 7,086
-------------- -------------- -------------- -------------- ------------- --------------
Net gain (loss) on investments 2,733,870 34,175 10,060 27,917 22,209 7,086
-------------- -------------- -------------- -------------- ------------- --------------
Reinvested capital gains..... 149,622 23,407 21,139 36,765 21,011 16,600
-------------- -------------- -------------- -------------- ------------- --------------
Net change in contract
owners' equity resulting
from operations........ 3,378,212 64,827 41,123 74,382 48,567 31,762
-------------- -------------- -------------- -------------- ------------- --------------
EQUITY TRANSACTIONS:
Purchase payments received from
contract owners............ 47,374,274 14,070 24,097 1,158 2,047 2,411
Transfers between funds...... - - - - - -
Surrenders................... (18,421) (23,075) (6,042) - - (6)
Death benefits (note 4)...... (25,069) - - - - -
Policy loans (net of repayments)
(note 5)................... (9,541) 13,620 3,498 - - -
Deductions for surrender charges
(note 2d).................. - (4,334) - - - -
Redemptions to pay cost of
insurance charges and
administrative charges
(notes 2b and 2c).......... (1,853,909) (8,935) (12,114) (1,563) - -
-------------- -------------- -------------- -------------- ------------- --------------
Net equity transactions.. 45,467,334 (8,654) 9,439 (405) 2,047 2,405
-------------- -------------- -------------- -------------- ------------- --------------
NET CHANGE IN CONTRACT
OWNERS' EQUITY............... 48,845,546 56,173 50,562 73,977 50,614 34,167
CONTRACT OWNERS' EQUITY BEGINNING
531,508 475,335 424,773 433,471 382,857 348,690
CONTRACT OWNERS' EQUITY -------------- -------------- -------------- -------------- ------------- --------------
END OF PERIOD................ $ 49,377,054 531,508 475,335 507,448 433,471 382,857
============== ============== ============== ============== ============= ==============
<CAPTION>
ACVPBAL
-----------------------------------------------
1998 1997 1996
-------------- -------------- --------------
<S> <C> <C> <C>
INVESTMENT ACTIVITY:
Reinvested dividends ........ $ - - -
Mortality and expense charges
(note 3)................... (923) - -
-------------- -------------- --------------
Net investment activity.... (923) - -
-------------- -------------- --------------
Proceeds from mutual fund
shares sold................ 96,716 - -
Cost of mutual funds sold.... (93,298) - -
-------------- -------------- --------------
Realized gain (loss)
on investments........... 3,418 - -
Change in unrealized gain (loss)
on investments............. 15,647 - -
-------------- -------------- --------------
Net gain (loss) on investments 19,065 - -
-------------- -------------- --------------
Reinvested capital gains..... - - -
-------------- -------------- --------------
Net change in contract
owners' equity resulting
from operations........ 18,142 - -
-------------- -------------- --------------
EQUITY TRANSACTIONS:
Purchase payments received from
contract owners............ 267,848 - -
Transfers between funds...... (55,648) - -
Surrenders................... - - -
Death benefits (note 4)...... - - -
Policy loans (net of repayments)
(note 5)................... - - -
Deductions for surrender charges
(note 2d).................. - - -
Redemptions to pay cost of
insurance charges and
administrative charges
(notes 2b and 2c).......... (11,523) - -
-------------- -------------- --------------
Net equity transactions.. 200,677 - -
-------------- -------------- --------------
NET CHANGE IN CONTRACT
OWNERS' EQUITY............... 218,819 - -
CONTRACT OWNERS' EQUITY BEGINNING
OF PERIOD.................... - - -
CONTRACT OWNERS' EQUITY -------------- -------------- --------------
END OF PERIOD................ $ 218,819 - -
============== ============== ==============
</TABLE>
<PAGE> 7
<TABLE>
<CAPTION>
NATIONWIDE VL SEPARATE ACCOUNT-A
STATEMENTS OF OPERATIONS AND CHANGES IN CONTRACT OWNERS' EQUITY
YEARS ENDED DECEMBER 31, 1998, 1997, 1996
ACVPCAPAP ACVPINT
--------------------------------------------- ----------------------------------------------
1998 1997 1996 1998 1997 1996
------------- ------------- ------------- ------------- ------------- --------------
<S> <C> <C> <C> <C> <C> <C>
INVESTMENT ACTIVITY:
Reinvested dividends ........ $ - - - - - -
Mortality and expense charges
(note 3)................... (422) - - (134) - -
-------------- -------------- -------------- -------------- ------------- --------------
Net investment activity.... (422) - - (134) - -
-------------- -------------- -------------- -------------- ------------- --------------
Proceeds from mutual fund
shares sold................ 279,714 - - 126,140 - -
Cost of mutual funds sold.... (276,016) - - (131,696) - -
-------------- -------------- -------------- -------------- ------------- --------------
Realized gain (loss)
on investments........... 3,698 - - (5,556) - -
Change in unrealized gain (loss)
on investments............. 15,258 - - 5,586 - -
-------------- -------------- -------------- -------------- ------------- --------------
Net gain (loss) on investments 18,956 - - 30 - -
-------------- -------------- -------------- -------------- ------------- --------------
Reinvested capital gains..... 130 - - - - -
-------------- -------------- -------------- -------------- ------------- --------------
Net change in contract
owners' equity resulting
from operations........ 18,664 - - (104) - -
-------------- -------------- -------------- -------------- ------------- --------------
EQUITY TRANSACTIONS:
Purchase payments received from
contract owners............ 336,228 - - 24,566 - -
Transfers between funds...... (223,889) - - 34,693 - -
Surrenders................... - - - - - -
Death benefits (note 4)...... - - - (550) - -
Policy loans (net of repayments)
(note 5)................... - - - - - -
Deductions for surrender charges
(note 2d).................. - - - - - -
Redemptions to pay cost of
insurance charges and
administrative charges
(notes 2b and 2c).......... (5,109) - - (1,674) - -
-------------- -------------- -------------- -------------- ------------- --------------
Net equity transactions.. 107,230 - - 57,035 - -
-------------- -------------- -------------- -------------- ------------- --------------
NET CHANGE IN CONTRACT
OWNERS' EQUITY............... 125,894 - - 56,931 - -
CONTRACT OWNERS' EQUITY BEGINNING
OF PERIOD.................... - - - - - -
CONTRACT OWNERS' EQUITY -------------- -------------- -------------- -------------- ------------- --------------
END OF PERIOD................ $ 125,894 - - 56,931 - -
============== ============== ============== ============== ============= ==============
<CAPTION>
ACVPVALUE
----------------------------------------------
1998 1997 1996
-------------- -------------- --------------
<S> <C> <C> <C>
INVESTMENT ACTIVITY:
Reinvested dividends ........ $ 16 - -
Mortality and expense charges
(note 3)................... (294) - -
-------------- -------------- --------------
Net investment activity.... (278) - -
-------------- -------------- --------------
Proceeds from mutual fund
shares sold................ 6,438 - -
Cost of mutual funds sold.... (7,114) - -
-------------- -------------- --------------
Realized gain (loss)
on investments........... (676) - -
Change in unrealized gain (loss)
on investments............. 1,306 - -
-------------- -------------- --------------
Net gain (loss) on investments 630 - -
-------------- -------------- --------------
Reinvested capital gains..... 184 - -
-------------- -------------- --------------
Net change in contract
owners' equity resulting
from operations........ 536 - -
-------------- -------------- --------------
EQUITY TRANSACTIONS:
Purchase payments received from
contract owners............ 114,633 - -
Transfers between funds...... (6,576) - -
Surrenders................... - - -
Death benefits (note 4)...... - - -
Policy loans (net of repayments)
(note 5)................... - - -
Deductions for surrender charges
(note 2d).................. - - -
Redemptions to pay cost of
insurance charges and
administrative charges
(notes 2b and 2c).......... (4,585) - -
-------------- -------------- --------------
Net equity transactions.. 103,472 - -
-------------- -------------- --------------
NET CHANGE IN CONTRACT
OWNERS' EQUITY............... 104,008 - -
CONTRACT OWNERS' EQUITY BEGINNING
OF PERIOD.................... - - -
CONTRACT OWNERS' EQUITY -------------- -------------- --------------
END OF PERIOD................ $
104,008 - -
============== ============== ==============
(Continued)
</TABLE>
<PAGE> 8
<TABLE>
<CAPTION>
NATIONWIDE VL SEPARATE ACCOUNT-A
STATEMENTS OF OPERATIONS AND CHANGES IN CONTRACT OWNERS' EQUITY
YEARS ENDED DECEMBER 31, 1998, 1997, 1996
DRYSRGRO DRYSTKIX
---------------------------------------------- -----------------------------------------------
1998 1997 1996 1998 1997 1996
-------------- ------------- ------------- ------------- ------------- --------------
<S> <C> <C> <C> <C> <C> <C>
INVESTMENT ACTIVITY:
Reinvested dividends ........ $ 484 - - 50,776 - -
Mortality and expense charges
(note 3)................... (754) - - (18,196) - -
-------------- -------------- -------------- -------------- ------------- --------------
Net investment activity.... (270) - - 32,580 - -
-------------- -------------- -------------- -------------- ------------- --------------
Proceeds from mutual fund
shares sold................ 6,526 - - 435,823 - -
Cost of mutual funds sold.... (6,519) - - (441,804) - -
-------------- -------------- -------------- -------------- ------------- --------------
Realized gain (loss)
on investments........... 7 - - (5,981) - -
Change in unrealized gain (loss)
on investments............. 36,926 - - 775,840 - -
-------------- -------------- -------------- -------------- ------------- --------------
Net gain (loss) on investments 36,933 - - 769,859 - -
-------------- -------------- -------------- -------------- ------------- --------------
Reinvested capital gains..... 10,865 - - 9,613 - -
-------------- -------------- -------------- -------------- ------------- --------------
Net change in contract
owners' equity resulting
from operations........ 47,528 - - 812,052 - -
-------------- -------------- -------------- -------------- ------------- --------------
EQUITY TRANSACTIONS:
Purchase payments received from
contract owners............ 179,953 - - 2,697,202 - -
Transfers between funds...... 98,530 - - 3,507,438 - -
Surrenders................... - - - - - -
Death benefits (note 4)...... - - - - - -
Policy loans (net of repayments)
(note 5)................... - - - - - -
Deductions for surrender charges
(note 2d).................. - - - - - -
Redemptions to pay cost of
insurance charges and
administrative charges
(notes 2b and 2c).......... (10,961) - - (226,241) - -
-------------- -------------- -------------- -------------- ------------- --------------
Net equity transactions.. 267,522 - - 5,978,399 - -
-------------- -------------- -------------- -------------- ------------- --------------
NET CHANGE IN CONTRACT
OWNERS' EQUITY............... 315,050 - - 6,790,451 - -
CONTRACT OWNERS' EQUITY BEGINNING
OF PERIOD.................... - - - - - -
CONTRACT OWNERS' EQUITY -------------- -------------- -------------- -------------- ------------- --------------
END OF PERIOD................ $ 315,050 - - 6,790,451 - -
============== ============== ============== ============== ============= ==============
<CAPTION>
DRYCAPAP
---------------------------------------------
1998 1997 1996
------------- -------------- --------------
<S> <C> <C> <C>
INVESTMENT ACTIVITY:
Reinvested dividends ........ 17,678 - -
Mortality and expense charges
(note 3)................... (8,408) - -
------------- -------------- --------------
Net investment activity.... 9,270 - -
------------- -------------- --------------
Proceeds from mutual fund
shares sold................ 56,858 - -
Cost of mutual funds sold.... (58,027) - -
------------- -------------- --------------
Realized gain (loss)
on investments........... (1,169) - -
Change in unrealized gain (loss)
on investments............. 351,157 - -
-------------- -------------- --------------
Net gain (loss) on investments 349,988 - -
------------- -------------- --------------
Reinvested capital gains..... 2 - -
------------- -------------- --------------
Net change in contract
owners' equity resulting
from operations........ 359,260 - -
------------- -------------- --------------
EQUITY TRANSACTIONS:
Purchase payments received from
contract owners............ 1,389,597 - -
Transfers between funds...... 1,576,343 - -
Surrenders................... - - -
Death benefits (note 4)...... - - -
Policy loans (net of repayments)
(note 5)................... - - -
Deductions for surrender charges
(note 2d)................. - - -
Redemptions to pay cost of
insurance charges and
administrative charges
(notes 2b and 2c).......... (55,062) - -
-------------- -------------- --------------
Net equity transactions.. 2,910,878 - -
-------------- -------------- --------------
NET CHANGE IN CONTRACT
OWNERS' EQUITY............... 3,270,138 - -
CONTRACT OWNERS' EQUITY BEGINNING
OF PERIOD................... - - -
CONTRACT OWNERS' EQUITY -------------- -------------- --------------
END OF PERIOD................ $ 3,270,138 - -
============== ============== ==============
</TABLE>
<PAGE> 9
<TABLE>
<CAPTION>
NATIONWIDE VL SEPARATE ACCOUNT-A
STATEMENTS OF OPERATIONS AND CHANGES IN CONTRACT OWNERS' EQUITY
YEARS ENDED DECEMBER 31, 1998, 1997, 1996
DRYGRINC FIDVIPEI
--------------------------------------------- ---------------------------------------------
1998 1997 1996 1998 1997 1996
------------- ------------- ------------- ------------- ------------- -------------
<S> <C> <C> <C> <C> <C> <C>
INVESTMENT ACTIVITY:
Reinvested dividends ........ $ 1,650 - - - - -
Mortality and expense charges
(note 3)................... (866) - - (7,345) - -
-------------- -------------- -------------- -------------- ------------- --------------
Net investment activity.... 784 - - (7,345) - -
-------------- -------------- -------------- -------------- ------------- --------------
Proceeds from mutual fund
shares sold................ 5,500 - - 873,277 - -
Cost of mutual funds sold.... (6,178) - - (900,730) - -
-------------- -------------- -------------- -------------- ------------- --------------
Realized gain (loss)
on investments........... (678) - - (27,453) - -
Change in unrealized gain (loss)
on investments............. 36,799 - - 290,670 - -
-------------- -------------- -------------- -------------- ------------- --------------
Net gain (loss) on investments 36,121 - - 263,217 - -
-------------- -------------- -------------- -------------- ------------- --------------
Reinvested capital gains..... 96 - - - - -
-------------- -------------- -------------- -------------- ------------- --------------
Net change in contract
owners' equity resulting
from operations........ 37,001 - - 255,872 - -
-------------- -------------- -------------- -------------- ------------- --------------
EQUITY TRANSACTIONS:
Purchase payments received from
contract owners............ 339,972 - - 1,561,165 - -
Transfers between funds...... (1,551) - - 1,354,321 - -
Surrenders................... - - - - - -
Death benefits (note 4)...... - - - (3,754) - -
Policy loans (net of repayments)
(note 5)................... - - - - - -
Deductions for surrender charges
(note 2d).................. - - - - - -
Redemptions to pay cost of
insurance charges and
administrative charges
(notes 2b and 2c).......... (12,302) - - (77,610) - -
-------------- -------------- -------------- -------------- ------------- --------------
Net equity transactions.. 326,119 - - 2,834,122 - -
-------------- -------------- -------------- -------------- ------------- --------------
NET CHANGE IN CONTRACT
OWNERS' EQUITY............... 363,120 - - 3,089,994 - -
CONTRACT OWNERS' EQUITY BEGINNING
OF PERIOD..................... - - - - - -
CONTRACT OWNERS' EQUITY -------------- -------------- -------------- -------------- ------------- --------------
END OF PERIOD................ $ 363,120 - - 3,089,994 - -
============== ============== ============== ============== ============= ==============
<CAPTION>
FIDVIPGR
----------------------------------------------
1998 1997 1996
-------------- -------------- --------------
<S> <C> <C> <C>
INVESTMENT ACTIVITY:
Reinvested dividends ........ $ 217 249 97
Mortality and expense charges
(note 3)................... (827) (65) (60)
-------------- -------------- --------------
Net investment activity.... (610) 184 37
-------------- -------------- --------------
Proceeds from mutual fund
shares sold................ 40,958 9,806 4,688
Cost of mutual funds sold.... (28,248) (6,287) (3,562)
-------------- -------------- --------------
Realized gain (loss)
on investments........... 12,710 3,519 1,126
Change in unrealized gain (loss)
on investments............. 18,980 3,665 1,552
-------------- -------------- --------------
Net gain (loss) on investments 31,690 7,184 2,678
-------------- -------------- --------------
Reinvested capital gains..... 5,679 1,112 2,450
-------------- -------------- --------------
Net change in contract
owners' equity resulting
from operations........ 36,759 8,480 5,165
-------------- -------------- --------------
EQUITY TRANSACTIONS:
Purchase payments received from
contract owners............ 90,635 3,392 5,481
Transfers between funds...... 31,354 (117) -
Surrenders................... - (10,177) (2,960)
Death benefits (note 4)...... - - -
Policy loans (net of repayments)
(note 5)................... 546 3,798 (724)
Deductions for surrender charges
(note 2d).................. - (1,911) -
Redemptions to pay cost of
insurance charges and
administrative charges
(notes 2b and 2c).......... (9,764) (1,302) (1,828)
-------------- -------------- --------------
Net equity transactions.. 112,771 (6,317) (31)
-------------- -------------- --------------
NET CHANGE IN CONTRACT
OWNERS' EQUITY............... 149,530 2,163 5,134
CONTRACT OWNERS' EQUITY BEGINNING
OF PERIOD..................... 42,500 40,337 35,203
CONTRACT OWNERS' EQUITY -------------- -------------- --------------
END OF PERIOD................ $ 192,030 42,500 40,337
============== ============== ==============
</TABLE>
(Continued)
<PAGE> 10
<TABLE>
<CAPTION>
NATIONWIDE VL SEPARATE ACCOUNT-A
STATEMENTS OF OPERATIONS AND CHANGES IN CONTRACT OWNERS' EQUITY
YEARS ENDED DECEMBER 31, 1998, 1997, 1996
FIDVIPHI FIDVIPOV
--------------------------------------------- ----------------------------------------------
1998 1997 1996 1998 1997 1996
-------------- ------------- ------------- ------------- ------------- -------------
<S> <C> <C> <C> <C> <C> <C>
INVESTMENT ACTIVITY:
Reinvested dividends ........ $ - - - - - -
Mortality and expense charges
(note 3)................... (1,101) - - (2,118) - -
-------------- -------------- -------------- -------------- ------------- --------------
Net investment activity.... (1,101) - - (2,118) - -
-------------- -------------- -------------- -------------- ------------- --------------
Proceeds from mutual fund
shares sold................ 1,614,239 - - 8,873 - -
Cost of mutual funds sold.... (1,742,660) - - (9,390) - -
-------------- -------------- -------------- -------------- ------------- --------------
Realized gain (loss)
on investments........... (128,421) - - (517) - -
Change in unrealized gain (loss)
on investments............. 21,509 - - 43,345 - -
-------------- -------------- -------------- -------------- ------------- --------------
Net gain (loss) on investments (106,912) - - 42,828 - -
-------------- -------------- -------------- -------------- ------------- --------------
Reinvested capital gains..... - - - - - -
-------------- -------------- -------------- -------------- ------------- --------------
Net change in contract
owners' equity resulting
from operations........ (108,013) - - 40,710 - -
-------------- -------------- -------------- -------------- ------------- --------------
EQUITY TRANSACTIONS:
Purchase payments received from
contract owners............ 371,525 - - 555,121 - -
Transfers between funds...... 209,922 - - 249,878 - -
Surrenders................... - - - - - -
Death benefits (note 4)...... (3,869) - - - - -
Policy loans (net of repayments)
(note 5)................... - - - - - -
Deductions for surrender charges
(note 2d).................. - - - - - -
Redemptions to pay cost of
insurance charges and
administrative charges
(notes 2b and 2c).......... (22,819) - - (14,893) - -
-------------- -------------- -------------- -------------- ------------- --------------
Net equity transactions.. 554,759 - - 790,106 - -
-------------- -------------- -------------- -------------- ------------- --------------
NET CHANGE IN CONTRACT
OWNERS' EQUITY............... 446,746 - - 830,816 - -
CONTRACT OWNERS' EQUITY BEGINNING
OF PERIOD.................... - - - - - -
CONTRACT OWNERS' EQUITY -------------- -------------- -------------- -------------- ------------- --------------
END OF PERIOD................ $ 446,746 - - 830,816 - -
============== ============== ============== ============== ============= ==============
<CAPTION>
FIDVIPAM
---------------------------------------------
1998 1997 1996
------------- ------------- -------------
<S> <C> <C> <C>
INVESTMENT ACTIVITY:
Reinvested dividends ........ $ - - -
Mortality and expense charges
(note 3)................... (9,891) - -
-------------- -------------- --------------
Net investment activity.... (9,891) - -
-------------- -------------- --------------
Proceeds from mutual fund
shares sold................ 163,186 - -
Cost of mutual funds sold.... (167,191) - -
-------------- -------------- --------------
Realized gain (loss)
on investments........... (4,005) - -
Change in unrealized gain (loss)
on investments............. 295,169 - -
-------------- -------------- --------------
Net gain (loss) on investments 291,164 - -
-------------- -------------- --------------
Reinvested capital gains..... - - -
-------------- -------------- --------------
Net change in contract
owners' equity resulting
from operations........ 281,273 - -
-------------- -------------- --------------
EQUITY TRANSACTIONS:
Purchase payments received from
contract owners............ 1,469,777 - -
Transfers between funds...... 2,083,152 - -
Surrenders................... - - -
Death benefits (note 4)...... - - -
Policy loans (net of repayments)
(note 5)................... - - -
Deductions for surrender charges
(note 2d).................. - - -
Redemptions to pay cost of
insurance charges and
administrative charges
(notes 2b and 2c).......... (82,694) - -
-------------- -------------- --------------
Net equity transactions.. 3,470,235 - -
-------------- -------------- --------------
NET CHANGE IN CONTRACT
OWNERS' EQUITY............... 3,751,508 - -
CONTRACT OWNERS' EQUITY BEGINNING
OF PERIOD.................... - - -
CONTRACT OWNERS' EQUITY -------------- -------------- --------------
END OF PERIOD................ $ 3,751,508 - -
============== ============== ==============
</TABLE>
<PAGE> 11
<TABLE>
<CAPTION>
NATIONWIDE VL SEPARATE ACCOUNT-A
STATEMENTS OF OPERATIONS AND CHANGES IN CONTRACT OWNERS' EQUITY
YEARS ENDED DECEMBER 31, 1998, 1997, 1996
FIDVIPCON FIDVIPGROP
--------------------------------------------- ----------------------------------------------
1998 1997 1996 1998 1997 1996
------------- ------------- ------------- ------------- ------------- -------------
<S> <C> <C> <C> <C> <C> <C>
INVESTMENT ACTIVITY:
Reinvested dividends ........ $ - - - - - -
Mortality and expense charges
(note 3)................... (834) - - (4,084) - -
-------------- -------------- -------------- -------------- ------------- --------------
Net investment activity.... (834) - - (4,084) - -
-------------- -------------- -------------- -------------- ------------- --------------
Proceeds from mutual fund
shares sold................ 11,580 - - 8,736 - -
Cost of mutual funds sold.... (11,300) - - (8,768) - -
-------------- -------------- -------------- -------------- ------------- --------------
Realized gain (loss)
on investments........... 280 - - (32) - -
Change in unrealized gain (loss)
on investments............. 44,475 - - 217,085 - -
-------------- -------------- -------------- -------------- ------------- --------------
Net gain (loss) on investments 44,755 - - 217,053 - -
-------------- -------------- -------------- -------------- ------------- --------------
Reinvested capital gains..... - - - - - -
-------------- -------------- -------------- -------------- ------------- --------------
Net change in contract
owners' equity resulting
from operations........ 43,921 - - 212,969 - -
-------------- -------------- -------------- -------------- ------------- --------------
EQUITY TRANSACTIONS:
Purchase payments received from
contract owners............ 227,675 - - 496,204 - -
Transfers between funds...... 54,742 - - 1,030,094 - -
Surrenders................... - - - - - -
Death benefits (note 4)...... - - - - - -
Policy loans (net of repayments)
(note 5)................... - - - - - -
Deductions for surrender charges
(note 2d).................. - - - - - -
Redemptions to pay cost of
insurance charges and
administrative charges
(notes 2b and 2c).......... (8,890) - - (26,971) - -
-------------- -------------- -------------- -------------- ------------- --------------
Net equity transactions.. 273,527 - - 1,499,327 - -
-------------- -------------- -------------- -------------- ------------- --------------
NET CHANGE IN CONTRACT
OWNERS' EQUITY............... 317,448 - - 1,712,296 - -
CONTRACT OWNERS' EQUITY BEGINNING
OF PERIOD.................... - - - - - -
CONTRACT OWNERS' EQUITY -------------- -------------- -------------- -------------- ------------- --------------
END OF PERIOD................ $ 317,448 - - 1,712,296 - -
============== ============== ============== ============== ============= ==============
<CAPTION>
MSEMMKT
---------------------------------------------
1998 1997 1996
------------- -------------- --------------
<S> <C> <C> <C>
INVESTMENT ACTIVITY:
Reinvested dividends ........ 4,872 - -
Mortality and expense charges
(note 3)................... (120) - -
------------- -------------- --------------
Net investment activity.... 4,752 - -
------------- -------------- --------------
Proceeds from mutual fund
shares sold................ 6,713 - -
Cost of mutual funds sold.... (7,026) - -
------------- -------------- --------------
Realized gain (loss)
on investments........... (313) - -
Change in unrealized gain (loss)
on investments............. (11,337) - -
------------- -------------- --------------
Net gain (loss) on investments (11,650) - -
------------- -------------- --------------
Reinvested capital gains..... - - -
------------- -------------- --------------
Net change in contract
owners' equity resulting
from operations........ (6,898) - -
------------- -------------- --------------
EQUITY TRANSACTIONS:
Purchase payments received from
contract owners............ 56,550 - -
Transfers between funds...... (2,968) - -
Surrenders................... - - -
Death benefits (note 4)...... - - -
Policy loans (net of repayments)
(note 5)................... - - -
Deductions for surrender charge
(note 2d).................. - - -
Redemptions to pay cost of
insurance charges and
administrative charges
(notes 2b and 2c).......... (1,770) - -
------------- -------------- --------------
Net equity transactions.. 51,812 - -
------------- -------------- --------------
NET CHANGE IN CONTRACT
OWNERS' EQUITY............... 44,914 - -
CONTRACT OWNERS' EQUITY BEGINNING
OF PERIOD.................... - - -
CONTRACT OWNERS' EQUITY ------------- -------------- --------------
END OF PERIOD................ $ 44,914 - -
============== ============== ==============
</TABLE>
(Continued)
<PAGE> 12
<TABLE>
<CAPTION>
NATIONWIDE VL SEPARATE ACCOUNT-A
STATEMENTS OF OPERATIONS AND CHANGES IN CONTRACT OWNERS' EQUITY
YEARS ENDED DECEMBER 31, 1998, 1997, 1996
NSATCAPAP NSATGVTBD
---------------------------------------------- ----------------------------------------------
1998 1997 1996 1998 1997 1996
-------------- -------------- -------------- ------------- ------------- --------------
<S> <C> <C> <C> <C> <C> <C>
INVESTMENT ACTIVITY:
Reinvested dividends ........ $ 9,739 37 21 37,511 827 991
Mortality and expense charges
(note 3)................... (6,021) (8) (2) (3,182) (25) (26)
-------------- -------------- -------------- -------------- ------------- --------------
Net investment activity.... 3,718 29 19 34,329 802 965
-------------- -------------- -------------- -------------- ------------- --------------
Proceeds from mutual fund
shares sold................ 212,711 97 194 1,076,570 7,321 1,316
Cost of mutual funds sold.... (219,787) (55) (138) (1,071,059) (6,800) (1,277)
-------------- -------------- -------------- -------------- ------------- --------------
Realized gain (loss)
on investments........... (7,076) 42 56 5,511 521 39
Change in unrealized gain (loss)
on investments............. 202,050 472 205 433 (59) (447)
-------------- -------------- -------------- -------------- ------------- --------------
Net gain (loss) on investments 194,974 514 261 5,944 462 (408)
-------------- -------------- -------------- -------------- ------------- --------------
Reinvested capital gains..... 62,464 192 45 5,369 - -
-------------- -------------- -------------- -------------- ------------- --------------
Net change in contract
owners' equity resulting
from operations........ 261,156 735 325 45,642 1,264 557
-------------- -------------- -------------- -------------- ------------- --------------
EQUITY TRANSACTIONS:
Purchase payments received from
contract owners............ 378,599 181 224 437,723 2,913 6,917
Transfers between funds...... 1,683,884 6,557 - 685,162 (592) -
Surrenders................... - - (7) - (7,742) (31)
Death benefits (note 4)...... - - - (4,142) - -
Policy loans (net of repayments)
(note 5)................... (5,169) 38 (162) - 3,686 (67)
Deductions for surrender charges
(note 2d).................. - - - - (1,454) -
Redemptions to pay cost of
insurance charges and
administrative charges
(notes 2b and 2c).......... (72,485) - - (50,895) (1,414) (4,512)
-------------- -------------- -------------- -------------- ------------- --------------
Net equity transactions.. 1,984,829 6,776 55 1,067,848 (4,603) 2,307
-------------- -------------- -------------- -------------- ------------- --------------
NET CHANGE IN CONTRACT
OWNERS' EQUITY............... 2,245,985 7,511 380 1,113,490 (3,339) 2,864
CONTRACT OWNERS' EQUITY BEGINNING
OF PERIOD.................... 9,039 1,528 1,148 14,075 17,414 14,550
CONTRACT OWNERS' EQUITY -------------- -------------- -------------- -------------- ------------- --------------
END OF PERIOD................ $ 2,255,024 9,039 1,528 1,127,565 14,075 17,414
============== ============== ============== ============== ============= ==============
<CAPTION>
NSATMYMKT
----------------------------------------------
1998 1997 1996
-------------- -------------- --------------
<S> <C> <C> <C>
INVESTMENT ACTIVITY:
Reinvested dividends ........ $ 504,998 547 374
Mortality and expense charges
(note 3)................... (51,084) (9) (10)
-------------- -------------- --------------
Net investment activity.... 453,914 538 364
-------------- -------------- --------------
Proceeds from mutual fund
shares sold................ 26,194,791 11,959 4,261
Cost of mutual funds sold.... (26,194,791) (11,959) (4,261)
-------------- -------------- --------------
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........ 453,914 538 364
-------------- -------------- --------------
EQUITY TRANSACTIONS:
Purchase payments received from
contract owners............ 31,739,658 482 4,753
Transfers between funds...... (20,876,682) (10,338) -
Surrenders................... (18,421) - -
Death benefits (note 4)...... - - -
Policy loans (net of repayments)
(note 5)................... - 2,385 4,827
Deductions for surrender charges
(note 2d).................. - - -
Redemptions to pay cost of
insurance charges and
administrative charges
(notes 2b and 2c).......... (826,847) (2,144) (1,666)
-------------- -------------- --------------
Net equity transactions.. 10,017,708 (9,615) 7,914
-------------- -------------- --------------
NET CHANGE IN CONTRACT
OWNERS' EQUITY............... 10,471,622 (9,077) 8,278
CONTRACT OWNERS' EQUITY BEGINNING
OF PERIOD.................... 1,122 10,199 1,921
CONTRACT OWNERS' EQUITY -------------- -------------- --------------
END OF PERIOD................ $ 10,472,744 1,122 10,199
============== ============== ==============
</TABLE>
<PAGE> 13
<TABLE>
<CAPTION>
NATIONWIDE VL SEPARATE ACCOUNT-A
STATEMENTS OF OPERATIONS AND CHANGES IN CONTRACT OWNERS' EQUITY
YEARS ENDED DECEMBER 31, 1998, 1997, 1996
NSATSMCO NSATTOTRE
--------------------------------------------- ----------------------------------------------
1998 1997 1996 1998 1997 1996
------------- ------------- ------------- ------------- ------------- --------------
<S> <C> <C> <C> <C> <C> <C>
INVESTMENT ACTIVITY:
Reinvested dividends ........ $ - - - 1,289 213 210
Mortality and expense charges
(note 3)................... (667) - - (663) (25) (18)
-------------- -------------- -------------- -------------- ------------- --------------
Net investment activity.... (667) - - 626 188 192
-------------- -------------- -------------- -------------- ------------- --------------
Proceeds from mutual fund
shares sold................ 541,453 - - 899,768 955 2,697
Cost of mutual funds sold.... (577,428) - - (917,792) (635) (2,201)
-------------- -------------- -------------- -------------- ------------- --------------
Realized gain (loss)
on investments........... (35,975) - - (18,024) 320 496
Change in unrealized gain (loss)
on investments............. 13,257 - - 4,285 2,249 1,047
-------------- -------------- -------------- -------------- ------------- --------------
Net gain (loss) on investments (22,718) - - (13,739) 2,569 1,543
-------------- -------------- -------------- -------------- ------------- --------------
Reinvested capital gains..... - - - 7,210 642 431
-------------- -------------- -------------- -------------- ------------- --------------
Net change in contract
owners' equity resulting
from operations........ (23,385) - - (5,903) 3,399 2,166
-------------- -------------- -------------- -------------- ------------- --------------
EQUITY TRANSACTIONS:
Purchase payments received from
contract owners............ 64,219 - - 53,247 3,373 3,930
Transfers between funds...... 179,980 - - 140,892 5,847 -
Surrenders................... - - - - - (1,618)
Death benefits (note 4)...... (2,309) - - (3,805) - -
Policy loans (net of repayments)
(note 5)................... - - - (4,918) 10 (92)
Deductions for surrender charges
(note 2d).................. - - - - - -
Redemptions to pay cost of
insurance charges and
administrative charges
(notes 2b and 2c).......... (10,293) - - (14,505) (3,914) (3,947)
-------------- -------------- -------------- -------------- ------------- --------------
Net equity transactions.. 231,597 - - 170,911 5,316 (1,727)
-------------- -------------- -------------- -------------- ------------- --------------
NET CHANGE IN CONTRACT
OWNERS' EQUITY............... 208,212 - - 165,008 8,715 439
CONTRACT OWNERS' EQUITY BEGINNING
OF PERIOD.................... - - - 20,215 11,500 11,061
CONTRACT OWNERS' EQUITY -------------- -------------- -------------- -------------- ------------- --------------
END OF PERIOD................ $ 208,212 - - 185,223 20,215 11,500
============== ============== ============== ============== ============= ==============
<CAPTION>
NBAMTBAL
----------------------------------------------
1998 1997 1996
-------------- -------------- --------------
<S> <C> <C> <C>
INVESTMENT ACTIVITY:
Reinvested dividends ........ $ 266 175 290
Mortality and expense charges
(note 3)................... (101) (18) (19)
-------------- -------------- --------------
Net investment activity.... 165 157 271
-------------- -------------- --------------
Proceeds from mutual fund
shares sold................ 746 3,184 2,847
Cost of mutual funds sold.... (705) (2,780) (2,770)
-------------- -------------- --------------
Realized gain (loss)
on investments........... 41 404 77
Change in unrealized gain (loss)
on investments............. (667) 833 (1,177)
-------------- -------------- --------------
Net gain (loss) on investments (626) 1,237 (1,100)
-------------- -------------- --------------
Reinvested capital gains..... 1,868 450 1,613
-------------- -------------- --------------
Net change in contract
owners' equity resulting
from operations........ 1,407 1,844 784
-------------- -------------- --------------
EQUITY TRANSACTIONS:
Purchase payments received from
contract owners............ 962 1,682 381
Transfers between funds...... - (1,357) -
Surrenders................... - (5,156) (1,420)
Death benefits (note 4)...... - - -
Policy loans (net of repayments)
(note 5)................... - 3,703 (284)
Deductions for surrender charges
(note 2d).................. - (969) -
Redemptions to pay cost of
insurance charges and
administrative charges
(notes 2b and 2c).......... (702) (161) (161)
-------------- -------------- --------------
Net equity transactions.. 260 (2,258) (1,484)
-------------- -------------- --------------
NET CHANGE IN CONTRACT
OWNERS' EQUITY............... 1,667 (414) (700)
CONTRACT OWNERS' EQUITY BEGINNING
OF PERIOD.................... 11,086 11,500 12,200
CONTRACT OWNERS' EQUITY -------------- -------------- --------------
END OF PERIOD................ $ 12,753 11,086 11,500
============== ============== ==============
</TABLE>
(Continued)
<PAGE> 14
<TABLE>
<CAPTION>
NATIONWIDE VL SEPARATE ACCOUNT-A
STATEMENTS OF OPERATIONS AND CHANGES IN CONTRACT OWNERS' EQUITY
YEARS ENDED DECEMBER 31, 1998, 1997, 1996
NBAMTGRO NBAMTLMAT
--------------------------------------------- ---------------------------------------------
1998 1997 1996 1998 1997 1996
------------- ------------- ------------- ------------- ------------- -------------
<S> <C> <C> <C> <C> <C> <C>
INVESTMENT ACTIVITY:
Reinvested dividends ........ $ - - - - - -
Mortality and expense charges
(note 3)................... (213) - - (6,625) - -
-------------- -------------- -------------- -------------- ------------- --------------
Net investment activity.... (213) - - (6,625) - -
-------------- -------------- -------------- -------------- ------------- --------------
Proceeds from mutual fund
shares sold................ 451,671 - - 600,881 - -
Cost of mutual funds sold.... (589,586) - - (594,456) - -
-------------- -------------- -------------- -------------- ------------- --------------
Realized gain (loss)
on investments........... (137,915) - - 6,425 - -
Change in unrealized gain (loss)
on investments............. 14,568 - - 37,857 - -
-------------- -------------- -------------- -------------- ------------- --------------
Net gain (loss) on investments (123,347) - - 44,282 - -
-------------- -------------- -------------- -------------- ------------- --------------
Reinvested capital gains..... - - - - - -
-------------- -------------- -------------- -------------- ------------- --------------
Net change in contract
owners' equity resulting
from operations........ (123,560) - - 37,657 - -
-------------- -------------- -------------- -------------- ------------- --------------
EQUITY TRANSACTIONS:
Purchase payments received from
contract owners............ 179,067 - - 1,297,068 - -
Transfers between funds...... 39,299 - - 777,381 - -
Surrenders................... - - - - - -
Death benefits (note 4)...... - - - - - -
Policy loans (net of repayments)
(note 5)................... - - - - - -
Deductions for surrender charges
(note 2d).................. - - - - - -
Redemptions to pay cost of
insurance charges and
administrative charges
(notes 2b and 2c).......... (6,812) - - (90,472) - -
-------------- -------------- -------------- -------------- ------------- --------------
Net equity transactions.. 211,554 - - 1,983,977 - -
-------------- -------------- -------------- -------------- ------------- --------------
NET CHANGE IN CONTRACT
OWNERS' EQUITY............... 87,994 - - 2,021,634 - -
CONTRACT OWNERS' EQUITY BEGINNING
OF PERIOD.................... - - - - - -
CONTRACT OWNERS' EQUITY -------------- -------------- -------------- -------------- ------------- --------------
END OF PERIOD................ $ 87,994 - - 2,021,634 - -
============== ============== ============== ============== ============= ==============
<CAPTION>
NBAMTPART
----------------------------------------------
1998 1997 1996
-------------- -------------- --------------
<S> <C> <C> <C>
INVESTMENT ACTIVITY:
Reinvested dividends ........ $ 96 - -
Mortality and expense charges
(note 3)................... (7,845) - -
-------------- -------------- --------------
Net investment activity.... (7,749) - -
-------------- -------------- --------------
Proceeds from mutual fund
shares sold................ 502,461 - -
Cost of mutual funds sold.... (576,869) - -
-------------- -------------- --------------
Realized gain (loss)
on investments........... (74,408) - -
Change in unrealized gain (loss)
on investments............. 150,166 - -
-------------- -------------- --------------
Net gain (loss) on investment 75,758 - -
-------------- -------------- --------------
Reinvested capital gains..... 3,026 - -
-------------- -------------- --------------
Net change in contract
owners' equity resulting
from operations........ 71,035 - -
-------------- -------------- --------------
EQUITY TRANSACTIONS:
Purchase payments received from
contract owners............ 167,059 - -
Transfers between funds...... 2,868,038 - -
Surrenders................... - - -
Death benefits (note 4)...... (1,910) - -
Policy loans (net of repayments)
(note 5)................... - --
Deductions for surrender charges
(note 2d).................. - --
Redemptions to pay cost of
insurance charges and
administrative charges
(notes 2b and 2c).......... (58,438) --
-------------- -------------- --------------
Net equity transactions.. 2,974,749 --
-------------- -------------- --------------
NET CHANGE IN CONTRACT
OWNERS' EQUITY............... 3,045,784 --
CONTRACT OWNERS' EQUITY BEGINNING
OF PERIOD.................... - --
CONTRACT OWNERS' EQUITY -------------- -------------- --------------
END OF PERIOD................ $ 3,045,784 --
============== ============== ==============
</TABLE>
<PAGE> 15
<TABLE>
<CAPTION>
NATIONWIDE VL SEPARATE ACCOUNT-A
STATEMENTS OF OPERATIONS AND CHANGES IN CONTRACT OWNERS' EQUITY
YEARS ENDED DECEMBER 31, 1998, 1997, 1996
OPPBDFD OPPGLSEC
--------------------------------------------- ---------------------------------------------
1998 1997 1996 1998 1997 1996
------------- ------------- ------------- ------------- ------------- -------------
<S> <C> <C> <C> <C> <C> <C>
INVESTMENT ACTIVITY:
Reinvested dividends ........ $ 322 - - 307 - -
Mortality and expense charges
(note 3)................... (1,236) - - (5,205) - -
-------------- -------------- -------------- -------------- ------------- --------------
Net investment activity.... (914) - - (4,898) - -
-------------- -------------- -------------- -------------- ------------- --------------
Proceeds from mutual fund
shares sold................ 9,221 - - 6,335 - -
Cost of mutual funds sold.... (9,205) - - (7,203) - -
-------------- -------------- -------------- -------------- ------------- --------------
Realized gain (loss)
on investments........... 16 - - (868) - -
Change in unrealized gain (loss)
on investments............. 8,173 - - 124,381 - -
-------------- -------------- -------------- -------------- ------------- --------------
Net gain (loss) on investments 8,189 - - 123,513 - -
-------------- -------------- -------------- -------------- ------------- --------------
Reinvested capital gains..... 291 - - 1,156 - -
-------------- -------------- -------------- -------------- ------------- --------------
Net change in contract
owners' equity resulting
from operations........ 7,566 - - 119,771 - -
-------------- -------------- -------------- -------------- ------------- --------------
EQUITY TRANSACTIONS:
Purchase payments received from
contract owners............ 478,200 - - 735 - -
Transfers between funds...... 37,657 - - 2,090,084 - -
Surrenders................... - - - - - -
Death benefits (note 4)...... - - - - - -
Policy loans (net of repayments)
(note 5)................... - - - - - -
Deductions for surrender charges
(note 2d).................. - - - - - -
Redemptions to pay cost of
insurance charges and
administrative charges
(notes 2b and 2c).......... (18,327) - - (14,493) - -
-------------- -------------- -------------- -------------- ------------- --------------
Net equity transactions.. 497,530 - - 2,076,326 - -
-------------- -------------- -------------- -------------- ------------- --------------
NET CHANGE IN CONTRACT
OWNERS' EQUITY............... 505,096 - - 2,196,097 - -
CONTRACT OWNERS' EQUITY BEGINNING
OF PERIOD.................... - - - - - -
CONTRACT OWNERS' EQUITY -------------- -------------- -------------- -------------- ------------- --------------
END OF PERIOD................ $ 505,096 - - 2,196,097 - -
============== ============== ============== ============== ============= ==============
<CAPTION>
OPPGRO
---------------------------------------------
1998 1997 1996
------------- ------------- -------------
<S> <C> <C> <C>
INVESTMENT ACTIVITY:
Reinvested dividends ........ $ 100 - -
Mortality and expense charges
(note 3)................... (463) - -
-------------- -------------- --------------
Net investment activity.... (363) - -
-------------- -------------- --------------
Proceeds from mutual fund
shares sold................ 11,617 - -
Cost of mutual funds sold.... (12,143) - -
-------------- -------------- --------------
Realized gain (loss)
on investments........... (526) - -
Change in unrealized gain (loss)
on investments............. 23,432 - -
-------------- -------------- --------------
Net gain (loss) on investments 22,906 - -
-------------- -------------- --------------
Reinvested capital gains..... 1,201 - -
-------------- -------------- --------------
Net change in contract
owners' equity resulting
from operations........ 23,744 - -
-------------- -------------- --------------
EQUITY TRANSACTIONS:
Purchase payments received from
contract owners............ 132,607 - -
Transfers between funds...... 29,263 - -
Surrenders................... - - -
Death benefits (note 4)...... - - -
Policy loans (net of repayments)
(note 5)................... - - -
Deductions for surrender charges
(note 2d).................. - - -
Redemptions to pay cost of
insurance charges and
administrative charges
(notes 2b and 2c).......... (7,839) - -
-------------- -------------- --------------
Net equity transactions.. 154,031 - -
-------------- -------------- --------------
NET CHANGE IN CONTRACT
OWNERS' EQUITY............... 177,775 - -
CONTRACT OWNERS' EQUITY BEGINNING
OF PERIOD.................... - - -
CONTRACT OWNERS' EQUITY -------------- -------------- --------------
END OF PERIOD................ $ 177,775 - -
============== ============== ==============
</TABLE>
(Continued)
<PAGE> 16
<TABLE>
<CAPTION>
NATIONWIDE VL SEPARATE ACCOUNT-A
STATEMENTS OF OPERATIONS AND CHANGES IN CONTRACT OWNERS' EQUITY
YEARS ENDED DECEMBER 31, 1998, 1997, 1996
OPPMULT STOPP2
--------------------------------------------- ---------------------------------------------
1998 1997 1996 1998 1997 1996
------------- ------------- ------------- ------------- ------------- -------------
<S> <C> <C> <C> <C> <C> <C>
INVESTMENT ACTIVITY:
Reinvested dividends ........ $ - - - 5,700 - -
Mortality and expense charges
(note 3)................... (219) - - (6,774) - -
-------------- -------------- -------------- -------------- ------------- --------------
Net investment activity.... (219) - - (1,074) - -
-------------- -------------- -------------- -------------- ------------- --------------
Proceeds from mutual fund
shares sold................ 10,181 - - 20,340 - -
Cost of mutual funds sold.... (10,741) - - (24,221) - -
-------------- -------------- -------------- -------------- ------------- --------------
Realized gain (loss)
on investments........... (560) - - (3,881) - -
Change in unrealized gain (loss)
on investments............. 2,201 - - 274,510 - -
-------------- -------------- -------------- -------------- ------------- --------------
Net gain (loss) on investments 1,641 - - 270,629 - -
-------------- -------------- -------------- -------------- ------------- --------------
Reinvested capital gains..... - - - 3,397 - -
-------------- -------------- -------------- -------------- ------------- --------------
Net change in contract
owners' equity resulting
from operations........ 1,422 - - 272,952 - -
-------------- -------------- -------------- -------------- ------------- --------------
EQUITY TRANSACTIONS:
Purchase payments received from
contract owners............ 11,946 - - 867,064 - -
Transfers between funds...... 68,612 - - 1,764,409 - -
Surrenders................... - - - - - -
Death benefits (note 4)...... - - - - - -
Policy loans (net of repayments)
(note 5)................... - - - - - -
Deductions for surrender charges
(note 2d).................. - - - - - -
Redemptions to pay cost of
insurance charges and
administrative charges
(notes 2b and 2c).......... (2,851) - - (52,214) - -
-------------- -------------- -------------- -------------- ------------- --------------
Net equity transactions.. 77,707 - - 2,579,259 - -
-------------- -------------- -------------- -------------- ------------- --------------
NET CHANGE IN CONTRACT
OWNERS' EQUITY............... 79,129 - - 2,852,211 - -
CONTRACT OWNERS' EQUITY BEGINNING
OF PERIOD.................... - - - - - -
-------------- -------------- -------------- -------------- ------------- --------------
CONTRACT OWNERS' EQUITY
END OF PERIOD................ $ 79,129 - - 2,852,211 - -
============== ============== ============== ============== ============= ==============
<CAPTION>
STDISC2
----------------------------------------------
1998 1997 1996
-------------- -------------- --------------
<S> <C> <C> <C>
INVESTMENT ACTIVITY:
Reinvested dividends ........ $ - - -
Mortality and expense charges
(note 3)................... (11) - -
-------------- -------------- --------------
Net investment activity.... (11) - -
-------------- -------------- --------------
Proceeds from mutual fund
shares sold................ 96 - -
Cost of mutual funds sold.... (92) - -
-------------- -------------- --------------
Realized gain (loss)
on investments........... 4 - -
Change in unrealized gain (loss)
on investments............. 708 - -
-------------- -------------- --------------
Net gain (loss) on investments 712 - -
-------------- -------------- --------------
Reinvested capital gains..... - - -
-------------- -------------- --------------
Net change in contract
owners' equity resulting
from operations........ 701 - -
-------------- -------------- --------------
EQUITY TRANSACTIONS:
Purchase payments received from
contract owners............ 3,013 - -
Transfers between funds...... 1,244 - -
Surrenders................... - - -
Death benefits (note 4)...... - - -
Policy loans (net of repayments)
(note 5)................... - - -
Deductions for surrender charges
(note 2d).................. - - -
Redemptions to pay cost of
insurance charges and
administrative charges
(notes 2b and 2c).......... (215) - -
-------------- -------------- --------------
Net equity transactions.. 4,042 - -
-------------- -------------- --------------
NET CHANGE IN CONTRACT
OWNERS' EQUITY............... 4,743 - -
CONTRACT OWNERS' EQUITY BEGINNING
OF PERIOD.................... - - -
-------------- -------------- --------------
CONTRACT OWNERS' EQUITY
END OF PERIOD................ $ 4,743 - -
============== ============== ==============
</TABLE>
<PAGE> 17
<TABLE>
<CAPTION>
NATIONWIDE VL SEPARATE ACCOUNT-A
STATEMENTS OF OPERATIONS AND CHANGES IN CONTRACT OWNERS' EQUITY
YEARS ENDED DECEMBER 31, 1998, 1997, 1996
STINTSTK2 VWBF
--------------------------------------------- ----------------------------------------------
1998 1997 1996 1998 1997 1996
-------------- -------------- ------------- ------------- ------------- -------------
<S> <C> <C> <C> <C> <C> <C>
INVESTMENT ACTIVITY:
Reinvested dividends ........ $ 94 - - - - -
Mortality and expense charges
(note 3)................... (138) - - - - -
-------------- -------------- -------------- -------------- ------------- --------------
Net investment activity.... (44) - - - - -
-------------- -------------- -------------- -------------- ------------- --------------
Proceeds from mutual fund
shares sold................ 2,255 - - 635,332 - -
Cost of mutual funds sold.... (2,481) - - (637,007) - -
-------------- -------------- -------------- -------------- ------------- --------------
Realized gain (loss)
on investments........... (226) - - (1,675) - -
Change in unrealized gain (loss)
on investments............. (2,215) - - - - -
-------------- -------------- -------------- -------------- ------------- --------------
Net gain (loss) on investments (2,441) - - (1,675) - -
-------------- -------------- -------------- -------------- ------------- --------------
Reinvested capital gains..... - - - - - -
-------------- -------------- -------------- -------------- ------------- --------------
Net change in contract
owners' equity resulting
from operations........ (2,485) - - (1,675) - -
-------------- -------------- -------------- -------------- ------------- --------------
EQUITY TRANSACTIONS:
Purchase payments received from
contract owners............ 58,646 - - 2,790 - -
Transfers between funds...... (1,770) - - 5,627 - -
Surrenders................... - - - - - -
Death benefits (note 4)...... - - - (2,734) - -
Policy loans (net of repayments)
(note 5)................... - - - - - -
Deductions for surrender charges
(note 2d).................. - - - - - -
Redemptions to pay cost of
insurance charges and
administrative charges
(notes 2b and 2c).......... (1,997) - - (4,008) - -
-------------- -------------- -------------- -------------- ------------- --------------
Net equity transactions.. 54,879 - - 1,675 - -
-------------- -------------- -------------- -------------- ------------- --------------
NET CHANGE IN CONTRACT
OWNERS' EQUITY............... 52,394 - - - - -
CONTRACT OWNERS' EQUITY BEGINNING
OF PERIOD.................... - - - - - -
-------------- -------------- -------------- -------------- ------------- --------------
CONTRACT OWNERS' EQUITY
END OF PERIOD................ $ 52,394 - - - - -
============== ============== ============== ============== ============= ==============
<CAPTION>
VWEM
----------------------------------------------
1998 1997 1996
-------------- -------------- --------------
<S> <C> <C> <C>
INVESTMENT ACTIVITY:
Reinvested dividends ........ $ - - -
Mortality and expense charges
(note 3)................... - - -
-------------- -------------- --------------
Net investment activity.... - - -
-------------- -------------- --------------
Proceeds from mutual fund
shares sold................ 214,660 - -
Cost of mutual funds sold.... (233,229) - -
-------------- -------------- --------------
Realized gain (loss)
on investments........... (18,569) - -
Change in unrealized gain (loss)
on investments............. - - -
-------------- -------------- --------------
Net gain (loss) on investments (18,569) - -
-------------- -------------- --------------
Reinvested capital gains..... - - -
-------------- -------------- --------------
Net change in contract
owners' equity resulting
from operations........ (18,569) - -
-------------- -------------- --------------
EQUITY TRANSACTIONS:
Purchase payments received from
contract owners............ 849 - -
Transfers between funds...... 25,876 - -
Surrenders................... - - -
Death benefits (note 4)...... (889) - -
Policy loans (net of repayments)
(note 5)................... - - -
Deductions for surrender charges
(note 2d).................. - - -
Redemptions to pay cost of
insurance charges and
administrative charges
(notes 2b and 2c).......... (7,267) - -
-------------- -------------- --------------
Net equity transactions.. 18,569 - -
-------------- -------------- --------------
NET CHANGE IN CONTRACT
OWNERS' EQUITY............... - - -
CONTRACT OWNERS' EQUITY BEGINNING
OF PERIOD.................... - - -
-------------- -------------- --------------
CONTRACT OWNERS' EQUITY
END OF PERIOD................ $ - - -
============== ============== ==============
</TABLE>
(Continued)
<PAGE> 18
<TABLE>
<CAPTION>
NATIONWIDE VL SEPARATE ACCOUNT-A
STATEMENTS OF OPERATIONS AND CHANGES IN CONTRACT OWNERS' EQUITY
YEARS ENDED DECEMBER 31, 1998, 1997, 1996
VKACRESEC WPINTEQ
---------------------------------------------- ---------------------------------------------
1998 1997 1996 1998 1997 1996
-------------- -------------- -------------- ------------- ------------- -------------
<S> <C> <C> <C> <C> <C> <C>
INVESTMENT ACTIVITY:
Reinvested dividends ........ $ 31 - - 597 - -
Mortality and expense charges
(note 3)................... (673) - - (322) - -
-------------- -------------- -------------- -------------- ------------- --------------
Net investment activity.... (642) - - 275 - -
-------------- -------------- -------------- -------------- ------------- --------------
Proceeds from mutual fund
shares sold................ 9,973 - - 6,992 - -
Cost of mutual funds sold.... (11,122) - - (7,479) - -
-------------- -------------- -------------- -------------- ------------- --------------
Realized gain (loss)
on investments........... (1,149) - - (487) - -
Change in unrealized gain (loss)
on investments............. (1,009) - - (1,416) - -
-------------- -------------- -------------- -------------- ------------- --------------
Net gain (loss) on investments (2,158) - - (1,903) - -
-------------- -------------- -------------- -------------- ------------- --------------
Reinvested capital gains..... 306 - - - - -
-------------- -------------- -------------- -------------- ------------- --------------
Net change in contract
owners' equity resulting
from operations........ (2,494) - - (1,628) - -
-------------- -------------- -------------- -------------- ------------- --------------
EQUITY TRANSACTIONS:
Purchase payments received from
contract owners............ 274,090 - - 133,214 - -
Transfers between funds...... (1,813) - - (6,311) - -
Surrenders................... - - - - - -
Death benefits (note 4)...... - - - - - -
Policy loans (net of repayments)
(note 5)................... - - - - - -
Deductions for surrender charges
(note 2d).................. - - - - - -
Redemptions to pay cost of
insurance charges and
administrative charges
(notes 2b and 2c).......... (9,912) - - (4,755) - -
-------------- -------------- -------------- -------------- ------------- --------------
Net equity transactions.. 262,365 - - 122,148 - -
-------------- -------------- -------------- -------------- ------------- --------------
NET CHANGE IN CONTRACT
OWNERS' EQUITY............... 259,871 - - 120,520 - -
CONTRACT OWNERS' EQUITY BEGINNING
OF PERIOD.................... - - - - - -
-------------- -------------- -------------- -------------- ------------- --------------
CONTRACT OWNERS' EQUITY
END OF PERIOD................ $ 259,871 - - 120,520 - -
============== ============== ============== ============== ============= ==============
<CAPTION>
WPPVENCAP
---------------------------------------------
1998 1997 1996
-------------- -------------- --------------
<S> <C> <C> <C>
INVESTMENT ACTIVITY:
Reinvested dividends ........ $ - - -
Mortality and expense charges
(note 3)................... (150) - -
-------------- -------------- --------------
Net investment activity.... (150) - -
-------------- -------------- --------------
Proceeds from mutual fund
shares sold................ 1,920 - -
Cost of mutual funds sold.... (2,142) - -
-------------- -------------- --------------
Realized gain (loss)
on investments........... (222) - -
Change in unrealized gain (loss)
on investments............. 6,202 - -
-------------- -------------- --------------
Net gain (loss) on investments 5,980 - -
-------------- -------------- --------------
Reinvested capital gains..... - - -
-------------- -------------- --------------
Net change in contract
owners' equity resulting
from operations........ 5,830 - -
-------------- -------------- --------------
EQUITY TRANSACTIONS:
Purchase payments received from
contract owners............ 40,664 - -
Transfers between funds...... 13,590 - -
Surrenders................... - - -
Death benefits (note 4)...... - - -
Policy loans (net of repayments)
(note 5)................... - - -
Deductions for surrender charges
(note 2d).................. - - -
Redemptions to pay cost of
insurance charges and
administrative charges
(notes 2b and 2c).......... (1,485) - -
-------------- -------------- --------------
Net equity transactions.. 52,769 - -
-------------- -------------- --------------
NET CHANGE IN CONTRACT
OWNERS' EQUITY............... 58,599 - -
CONTRACT OWNERS' EQUITY BEGINNING
OF PERIOD.................... - - -
-------------- -------------- --------------
CONTRACT OWNERS' EQUITY
END OF PERIOD................ $ 58,599 - -
============== ============== ==============
</TABLE>
<PAGE> 19
<TABLE>
<CAPTION>
NATIONWIDE VL SEPARATE ACCOUNT-A
STATEMENTS OF OPERATIONS AND CHANGES IN CONTRACT OWNERS' EQUITY
YEARS ENDED DECEMBER 31, 1998, 1997, 1996
WPSMCOGR
----------------------------------------------
1998 1997 1996
------------- -------------- -------------
<S> <C> <C> <C>
INVESTMENT ACTIVITY:
Reinvested dividends ........ $ - - -
Mortality and expense charges
(note 3)................... (3,814) - -
-------------- -------------- --------------
Net investment activity.... (3,814) - -
-------------- -------------- --------------
Proceeds from mutual fund
shares sold................ 262,623 - -
Cost of mutual funds sold.... (306,771) - -
-------------- -------------- --------------
Realized gain (loss)
on investments........... (44,148) - -
Change in unrealized gain (loss)
on investments............. 179,022 - -
-------------- -------------- --------------
Net gain (loss) on investments 134,874 - -
-------------- -------------- --------------
Reinvested capital gains..... - - -
-------------- -------------- --------------
Net change in contract
owners' equity resulting
from operations........ 131,060 - -
-------------- -------------- --------------
EQUITY TRANSACTIONS:
Purchase payments received from
contract owners............ 873,045 - -
Transfers between funds...... 535,743 - -
Surrenders................... - - -
Death benefits (note 4)...... (1,107) - -
Policy loans (net of repayments)
(note 5)................... - - -
Deductions for surrender charges
(note 2d).................. - - -
Redemptions to pay cost of
insurance charges and
administrative charges
(notes 2b and 2c).......... (22,666) - -
-------------- -------------- --------------
Net equity transactions.. 1,385,015 - -
-------------- -------------- --------------
NET CHANGE IN CONTRACT
OWNERS' EQUITY............... 1,516,075 - -
CONTRACT OWNERS' EQUITY BEGINNING
OF PERIOD.................... - - -
-------------- -------------- --------------
CONTRACT OWNERS' EQUITY
END OF PERIOD................ $ 1,516,075 - -
============== ============== ==============
</TABLE>
See accompanying notes to financial statements.
<PAGE> 20
NATIONWIDE VL SEPARATE ACCOUNT-A
NOTES TO FINANCIAL STATEMENTS
December 31, 1998, 1997 and 1996
(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(a) ORGANIZATION AND NATURE OF OPERATIONS
Nationwide VL Separate Account-A (the Account) was established pursuant
to a resolution of the Board of Directors of Nationwide Life and
Annuity Insurance Company (the Company) on August 8, 1984. The Account
has been registered as a unit investment trust under the Investment
Company Act of 1940. On August 21, 1991, the Company (Depositor)
transferred to the Account, 50,000 shares of the American Century VP -
American Century VP Advantage fund for which the Account was credited
with 25,000 accumulation units. The value of the accumulation units
purchased by the Company on August 21, 1991 was $250,000.
The Company offers Single Premium, Multiple Payment, Flexible Premium
and Corporate Flexible Premium Variable Life Insurance Policies through
the Account. The primary distribution for the contracts is through
banks and other financial institutions; however, other distributors may
be utilized.
(b) THE CONTRACTS
Only contracts with a front-end sales charge, a contingent deferred
sales charge and certain other fees, have been offered for purchase.
Additionally, contracts without a front-end sales charge, but with a
contingent deferred sales charge and certain other fees, have been
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);
American Century VP - American Century VP Advantage (ACVPAdv)
American Century VP - American Century VP Balanced (ACVPBal)
American Century VP - American Century VP Capital Appreciation
(ACVPCapAp)
American Century VP - American Century VP Income & Growth
(ACVPIncGr)
American Century VP - American Century VP International (ACVPInt)
American Century VP - American Century VP Value (ACVPValue)
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)
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)
Portfolios of the Fidelity Variable Insurance Products Fund III
(Fidelity VIP-III);
Fidelity VIP-III - Growth Opportunities Portfolio (FidVIPGrOp)
<PAGE> 21
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 - Balanced Portfolio (NBAMTBal)
Neuberger & Berman AMT - Growth Portfolio (NBAMTGro)
Neuberger & Berman AMT - Guardian Portfolio (NBAMTGuard)
Neuberger & Berman AMT - Limited Maturity Bond (NBAMTLMat)
Neuberger & Berman AMT - Partner's Portfolio (NBAMTPart)
Funds of the Oppenheimer Variable Account Funds (Oppenheimer VAF);
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)
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 Hard Assets Fund (VWHA)
Van Eck WIT - Worldwide Bond Fund (VWBF)
Van Eck WIT - Worldwide Emerging Markets Fund (VWEM)
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)
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, policy owners have invested in all of the above
funds except for American Century VP - American Century VP Income &
Growth, Nationwide SAT - Small Cap Value Fund, Neuberger & Berman AMT -
Guardian Portfolio, Van Eck WIT - Worldwide Hard Assets Fund, Van Eck
WIT - Worldwide Bond Fund, and Van Eck WIT Worldwide Emerging Markets
Fund. The contract owners' equity is affected by the investment results
of each fund, equity transactions by contract owners and certain policy
charges (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 investment options, 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> 22
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. The cost of investments
sold is determined on the specific identification basis. Investment
transactions are accounted for on the trade date (date the order to buy
or sell is executed) and dividend income is recorded on the ex-dividend
date.
(d) FEDERAL INCOME TAXES
Operations of the Account form a part of, and are taxed with,
operations of the Company, which is taxed as a life insurance company
under the Internal Revenue Code.
The Company does not provide for income taxes within the Account. Taxes
are the responsibility of the contract owner upon termination or
withdrawal.
(e) USE OF ESTIMATES IN THE PREPARATION OF FINANCIAL STATEMENTS
The preparation of financial statements in conformity with generally
accepted accounting principles may require management to make estimates
and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities, if
any, at the date of the financial statements and the reported amounts
of revenues and expenses during the reporting period. Actual results
could differ from those estimates.
(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 sales charge not to exceed 3.5% of each premium
payment. The Company also deducts a state premium tax charge of 2.5% of
all premiums received.
For corporate flexible premium contracts, the Company deducts a sales
charge never to exceed 5.5% during the first seven policy years and 2%
thereafter. The Company also deducts a tax expense charge not to exceed
3.5% and a state premium tax charge of 2.25% of all premiums received.
(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).
(c) ADMINISTRATIVE CHARGES
For multiple payment contracts, the Company currently deducts a monthly
administrative charge of $5 (may deduct up to $7.50, maximum) to
recover policy maintenance, accounting, record keeping and other
administrative expenses.
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) to recover policy
maintenance, accounting, record keeping and other administrative
expenses. 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.
<PAGE> 23
For single premium contracts, the Company deducts an annual
administrative charge which is determined as follows:
Purchase payments totaling less than $25,000 - $90/year
Purchase payments totaling $25,000 or more - $50/year
The above charges are assessed against each contract by liquidating
units.
No charges were deducted from the initial funding, or from the
earnings thereon.
For corporate flexible premium contracts, the Company deducts a monthly
administrative charge of $5 on a current basis and $10 on a guaranteed
basis in all policy years.
(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 multiple payment contracts and flexible premium contracts, the
amount charged is determined 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 single premium contracts, the charge is determined based upon a
specified percentage of the original purchase payment. The charge is
8.5% in the first year, and declines to 0% after the ninth year.
For corporate flexible premium contracts, there are no surrender
charges.
(3) ASSET CHARGES
For multiple payment contracts and flexible premium contracts, the Company
deducts charges from the contract to cover mortality and expense risk
charges related to operations, and to recover policy maintenance charges.
The charge is equal to an annual rate of .80%, with certain exceptions.
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. The charge is
equal to an annual rate of 1.30% during the first ten policy years, and
1.00% thereafter. At this time no single premium contracts are in force.
For corporate flexible 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 charges. This charge is
guaranteed not to exceed an annual effective rate of .75%. On a current
basis, the annual rate will be .60% during the first through fourth policy
years, .40% during the fifth through twentieth policy years, and .25%
thereafter.
The above charges are assessed through the daily unit value calculation. No
charges are deducted from the initial funding, or from earnings thereon.
The following table provides mortality and expense risk charges by contract
type for the period ended December 31, 1998:
<TABLE>
<CAPTION>
TOTAL ACVPAdv ACVPBal ACVPCapAp ACVPint
------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C>
Multiple Payment and
Flexible Premium.............. $ 865 71 - - -
Corporate Universal
Variable Life ................ 150,929 - 923 422 134
------------ ------------ ------------ ------------ ------------
Total....................... $ 151,794 71 923 422 134
============ ============ ============ ============ ============
ACVPValue DrySRGro DryStkix DryCapAp DryGrinc
------------ ------------ ------------ ------------ ------------
Multiple Payment and
Flexible Premium.............. $ - - - - -
Corporate Universal
Variable Life ................ 294 754 18,196 8,408 866
------------ ------------ ------------ ------------ ------------
Total....................... $ 294 754 18,196 8,408 866
============ ============ ============ ============ ============
</TABLE>
<PAGE> 24
<TABLE>
<CAPTION>
FidVIPEI FidVIPGr FidVIPHI FidVIPOv FidVIPAM
------------ ------------ ------------ ------------ ------------
Multiple Payment and
<S> <C> <C> <C> <C> <C>
Flexible Premium.............. $ - 420 - - -
Corporate Universal
Variable Life ................ 7,345 407 1,101 2,118 9,891
------------ ------------ ------------ ------------ ------------
Total....................... $ 7,345 827 1,101 2,118 9,891
============ ============ ============ ============ ============
FidVIPCon FidVIPGrOp MSEmMkt NSATCapAp NSATGvtBd
------------ ------------ ------------ ------------ ------------
Multiple Payment and
Flexible Premium.............. $ - - - 40 95
Corporate Universal
Variable Life ................ 834 4,084 120 5,981 3,087
------------ ------------ ------------ ------------ ------------
Total....................... $ 834 4,084 120 6,021 3,182
============ ============ ============ ============ ============
NSATMyMkt NSATSmCo NSATTotRe NBAMTBal NBAMTGro
------------ ------------ ------------ ------------ ------------
Multiple Payment and
Flexible Premium.............. $ 8 - 130 101 -
Corporate Universal
Variable Life ................ 51,076 667 533 - 213
------------ ------------ ------------ ------------ ------------
Total....................... $ 51,084 667 663 101 213
============ ============ ============ ============ ============
NBAMTLMat NBAMTPart OppBdFd OppGlSec OppGro
------------ ------------ ------------ ------------ ------------
Multiple Payment and
Flexible Premium.............. $ - - - - -
Corporate Universal
Variable Life ................ 6,625 7,845 1,236 5,205 463
------------ ------------ ------------ ------------ ------------
Total....................... $ 6,625 7,845 1,236 5,205 463
============ ============ ============ ============ ============
OppMult StOpp2 StDisc2 StIntStk2 VKMSRESec
------------ ------------ ------------ ------------ ------------
Multiple Payment and
Flexible Premium.............. $ - - - - -
Corporate Universal
Variable Life ................ 219 6,774 11 138 673
------------ ------------ ------------ ------------ ------------
Total....................... $ 219 6,774 11 138 673
============ ============ ============ ============ ============
WPIntEq WPPVenCap WPSMCoGr
------------ ------------ ------------
Multiple Payment and
Flexible Premium.............. $ - - -
Corporate Universal
Variable Life ................ 322 150 3,814
------------ ------------ ------------
Total....................... $ 322 150 3,814
============ ============ ============
</TABLE>
(4) POLICY LOANS (NET OF REPAYMENTS)
Contract provisions allow contract owners to borrow up to 90% of a policy's
cash surrender value. On each policy anniversary following the initial
loan, interest is due and payable to the Company.
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.
(5) 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> 58
<PAGE> 1
INDEPENDENT AUDITORS' REPORT
The Board of Directors
Nationwide Life and Annuity Insurance Company:
We have audited the accompanying balance sheets of Nationwide Life and Annuity
Insurance Company, a wholly owned subsidiary of Nationwide Life Insurance
Company, as of December 31, 1998 and 1997, and the related statements of income,
shareholder's equity and cash flows for each of the years in the three-year
period ended December 31, 1998. 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. 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 Life and Annuity
Insurance Company as of December 31, 1998 and 1997, and the results of its
operations and its 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
NATIONWIDE LIFE AND ANNUITY INSURANCE COMPANY
(a wholly owned subsidiary of Nationwide Life Insurance Company)
Balance Sheets
($000's omitted, except per share amounts)
<TABLE>
<CAPTION>
December 31,
Assets 1998 1997
---- ----
<S> <C> <C>
Investments:
Securities available-for-sale, at fair value:
Fixed maturity securities $ 904,946 $ 796,919
Equity securities 20,853 14,767
Mortgage loans on real estate, net 268,894 218,852
Real estate, net 2,250 2,824
Policy loans 332 215
Short-term investments 2,277 18,968
---------- ----------
1,199,552 1,052,545
---------- ----------
Cash 2 5,163
Accrued investment income 11,645 10,778
Deferred policy acquisition costs 53,007 30,087
Other assets 41,542 15,624
Assets held in separate accounts 1,533,690 891,101
---------- ----------
$2,839,438 $2,005,298
========== ==========
Liabilities and Shareholder's Equity
Future policy benefits and claims $1,163,829 $ 986,191
Other liabilities 25,933 29,426
Liabilities related to separate accounts 1,533,690 891,101
---------- ----------
2,723,452 1,906,718
---------- ----------
Commitments and contingencies (note 7 and 11)
Shareholder's equity:
Common stock, $40 par value. Authorized, issued and outstanding 66,000 shares 2,640 2,640
Additional paid-in capital 52,960 52,960
Retained earnings 50,331 35,812
Accumulated other comprehensive income 10,055 7,168
---------- ----------
115,986 98,580
---------- ----------
$2,839,438 $2,005,298
========== ==========
</TABLE>
See accompanying notes to financial statements.
<PAGE> 3
NATIONWIDE LIFE AND ANNUITY INSURANCE COMPANY
(a wholly owned subsidiary of Nationwide Life Insurance Company)
Statements of Income
($000's omitted)
<TABLE>
<CAPTION>
Years ended December 31,
1998 1997 1996
---- ---- ----
<S> <C> <C> <C>
Revenues:
Policy charges $ 28,549 $ 11,244 $ 6,656
Life insurance premiums 63 363 246
Net investment income 11,314 11,577 51,045
Realized gains (losses) on investments 696 (246) (3)
Other income 1,165 1,057 --
-------- -------- --------
41,787 23,995 57,944
-------- -------- --------
Benefits and expenses:
Interest credited to policyholder account balances 4,881 3,948 34,711
Other benefits and claims 1,586 433 813
Amortization of deferred policy acquisition costs 4,348 1,402 7,380
Other operating expenses 8,952 1,860 7,247
-------- -------- --------
19,767 7,643 50,151
-------- -------- --------
Income before federal income tax expense 22,020 16,352 7,793
Federal income tax expense 7,501 5,749 2,707
-------- -------- --------
Net income $ 14,519 $ 10,603 $ 5,086
======== ======== ========
</TABLE>
See accompanying notes to financial statements.
<PAGE> 4
NATIONWIDE LIFE AND ANNUITY INSURANCE COMPANY
(a wholly owned subsidiary of Nationwide Life Insurance Company)
Statements of Shareholder's Equity
Years ended December 31, 1998, 1997 and 1996
($000's omitted)
<TABLE>
<CAPTION>
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 $ 2,640 $ 52,960 $ 20,123 $ 4,454 $ 80,177
Comprehensive income:
Net income -- -- 5,086 -- 5,086
Net unrealized losses on securities
available-for-sale arising during the -- -- -- (1,226) (1,226)
year
---------
Total comprehensive income 3,860
--------- --------- --------- --------- ---------
December 31, 1996 2,640 52,960 25,209 3,228 84,037
Comprehensive income:
Net income -- -- 10,603 -- 10,603
Net unrealized gains on securities
available-for-sale arising during the -- -- -- 3,940 3,940
year
---------
Total comprehensive income 14,543
--------- --------- --------- --------- ---------
December 31, 1997 2,640 52,960 35,812 7,168 98,580
Comprehensive income:
Net income -- -- 14,519 -- 14,519
Net unrealized gains on securities
available-for-sale arising during the -- -- -- 2,887 2,887
year
---------
Total comprehensive income 17,406
--------- --------- --------- --------- ---------
December 31, 1998 $ 2,640 $ 52,960 $ 50,331 $ 10,055 $ 115,986
========= ========= ========= ========= =========
</TABLE>
See accompanying notes to financial statements.
<PAGE> 5
NATIONWIDE LIFE AND ANNUITY INSURANCE COMPANY
(a wholly owned subsidiary of Nationwide Life Insurance Company)
Statements of Cash Flows
($000's omitted)
<TABLE>
<CAPTION>
Years ended December 31,
1998 1997 1996
---- ---- ----
<S> <C> <C> <C>
Cash flows from operating activities:
Net income $ 14,519 $ 10,603 $ 5,086
Adjustments to reconcile net income to net cash provided by
operating activities:
Interest credited to policyholder account balances 4,881 3,948 34,711
Capitalization of deferred policy acquisition costs (29,216) (20,099) (19,987)
Amortization of deferred policy acquisition costs 4,348 1,402 7,380
Commission and expense allowances under coinsurance
agreement with affiliate -- -- 26,473
Amortization and depreciation (479) 250 1,721
Realized (gains) losses on invested assets, net (696) 246 3
Increase in accrued investment income (867) (1,589) (725)
(Increase) decrease in other assets (25,919) 21,858 (32,539)
Increase (decrease) in policy liabilities and funds withheld
on coinsurance agreement with affiliate 139,991 228,898 (7,101)
(Decrease) increase in other liabilities (3,883) (7,488) 23,198
--------- --------- ---------
Net cash provided by operating activities 102,679 238,029 38,220
--------- --------- ---------
Cash flows from investing activities:
Proceeds from maturity of securities available-for-sale 117,228 95,366 73,966
Proceeds from sale of securities available-for-sale 17,403 30,431 2,480
Proceeds from repayments of mortgage loans on real estate 28,180 15,199 10,975
Proceeds from sale of real estate 707 -- --
Proceeds from repayments of policy loans 99 67 23
Cost of securities available-for-sale acquired (242,516) (267,899) (179,671)
Cost of mortgage loans on real estate acquired (78,180) (84,736) (57,395)
Cost of real estate acquired (3) (13) --
Policy loans issued (216) (155) (55)
Short-term investments, net 16,691 (18,476) 4,352
--------- --------- ---------
Net cash used in investing activities (140,607) (230,216) (145,325)
--------- --------- ---------
Cash flows from financing activities:
Increase in investment product and universal life insurance
product account balances 74,828 6,952 200,575
Decrease in investment product and universal life insurance
product account balances (42,061) (13,898) (89,174)
--------- --------- ---------
Net cash provided by (used in) financing activities 32,767 (6,946) 111,401
--------- --------- ---------
Net (decrease) increase in cash (5,161) 867 4,296
Cash, beginning of year 5,163 4,296 --
--------- --------- ---------
Cash, end of year $ 2 $ 5,163 $ 4,296
========= ========= =========
</TABLE>
See accompanying notes to financial statements.
<PAGE> 6
NATIONWIDE LIFE AND ANNUITY INSURANCE COMPANY
(a wholly owned subsidiary of Nationwide Life Insurance Company)
Notes to Financial Statements
December 31, 1998, 1997 and 1996
($000's omitted)
(1) Organization and Description of Business
Nationwide Life and Annuity Insurance Company (the Company) is a wholly
owned subsidiary of Nationwide Life Insurance Company (NLIC).
The Company provides 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 financial statements have been prepared in accordance with
generally accepted accounting principles, which differ from statutory
accounting practices prescribed or permitted by regulatory authorities.
An Annual Statement, filed with the Department of Insurance of the
State of Ohio (the Department), is 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.
In preparing the 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 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) 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.
<PAGE> 7
NATIONWIDE LIFE AND ANNUITY INSURANCE COMPANY
(a wholly owned subsidiary of Nationwide Life Insurance Company)
Notes to Financial Statements, Continued
Mortgage loans on real estate are carried at the unpaid principal
balance less valuation allowances. The Company provides valuation
allowances for impairments of mortgage loans on real estate based
on a review by portfolio managers. The measurement of impaired
loans is based on the present value of expected future cash flows
discounted at the loan's effective interest rate or, as a
practical expedient, at the fair value of the collateral, if the
loan is collateral dependent. Loans in foreclosure and loans
considered to be impaired are placed on non-accrual status.
Interest received on non-accrual status mortgage loans on real
estate is included in interest income in the period received.
Real estate is carried at cost less accumulated depreciation and
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.
(b) Revenues and Benefits
Investment Products and Universal Life Insurance Products:
Investment products consist primarily of individual 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 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.
(c) 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. 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(a).
(d) Separate Accounts
Separate account assets and liabilities represent contractholders'
funds which have been segregated into accounts with specific
investment objectives. The investment income and gains or losses
of these accounts accrue directly to the contractholders. The
activity of the separate accounts is not reflected in the
statements of income and cash flows except for the fees the
Company receives.
<PAGE> 8
NATIONWIDE LIFE AND ANNUITY INSURANCE COMPANY
(a wholly owned subsidiary of Nationwide Life Insurance Company)
Notes to Financial Statements, Continued
(e) 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 5.1%, 5.1% and 5.6% for the years ended
December 31, 1998, 1997 and 1996, respectively.
(f) Federal Income Tax
The Company files a consolidated federal income tax return with
Nationwide Mutual Insurance Company (NMIC). The members of the
consolidated tax return group have a tax sharing agreement 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.
(g) Reinsurance Ceded
Reinsurance revenues ceded and reinsurance recoveries on benefits
and expenses incurred are deducted from the respective income and
expense accounts. Assets and liabilities related to reinsurance
ceded are reported on a gross basis.
(h) Statements of Cash Flows
The Company routinely invests its available cash balances in
highly liquid, short-term investments with affiliated companies.
See note 10. As such, the Company had no cash balance as of
December 31, 1995.
(i) 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 12.
On January 1, 1998, the Company adopted SFAS No. 132 - Employers'
Disclosures about Pensions and Other Postretirement Benefits. 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.
<PAGE> 9
NATIONWIDE LIFE AND ANNUITY INSURANCE COMPANY
(a wholly owned subsidiary of Nationwide Life Insurance Company)
Notes to Financial Statements, Continued
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.
(j) Reclassification
Certain items in the 1997 and 1996 financial statements have been
reclassified to conform to the 1998 presentation.
(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
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 $ 15,577 $ 232 $ (11) $ 15,798
Obligations of states and political subdivisions 332 1 -- 333
Debt securities issued by foreign governments 4,015 23 -- 4,038
Corporate securities 602,925 15,446 (358) 618,013
Mortgage-backed securities 261,225 5,605 (66) 266,764
--------- --------- --------- ---------
Total fixed maturity securities 884,074 21,307 (435) 904,946
Equity securities 15,323 5,530 -- 20,853
--------- --------- --------- ---------
$ 899,397 $ 26,837 $ (435) $ 925,799
========= ========= ========= =========
December 31, 1997:
Fixed maturity securities:
U.S. Treasury securities and obligations of U.S.
government corporations and agencies $ 5,923 $ 109 $ (27) $ 6,005
Obligations of states and political subdivisions 267 5 -- 272
Debt securities issued by foreign governments 6,077 57 (1) 6,133
Corporate securities 482,478 10,964 (509) 492,933
Mortgage-backed securities 285,224 6,458 (106) 291,576
--------- --------- --------- ---------
Total fixed maturity securities 779,969 17,593 (643) 796,919
Equity securities 11,704 3,063 -- 14,767
--------- --------- --------- ---------
$ 791,673 $ 20,656 $ (643) $ 811,686
========= ========= ========= =========
</TABLE>
<PAGE> 10
NATIONWIDE LIFE AND ANNUITY INSURANCE COMPANY
(a wholly owned subsidiary of Nationwide Life Insurance Company)
Notes to 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
cost fair value
---- ----------
<S> <C> <C>
Fixed maturity securities available-for-sale:
Due in one year or less $121,769 $122,931
Due after one year through five years 606,626 621,349
Due after five years through ten years 126,215 130,402
Due after ten years 29,464 30,264
-------- --------
$884,074 $904,946
======== ========
</TABLE>
The components of unrealized gains on securities available-for-sale,
net, were as follows as of December 31:
<TABLE>
<CAPTION>
1998 1997
---- ----
<S> <C> <C>
Gross unrealized gains $ 26,402 $ 20,013
Adjustment to deferred policy acquisition costs (10,933) (8,985)
Deferred federal income tax (5,414) (3,860)
-------- --------
$ 10,055 $ 7,168
======== ========
</TABLE>
An analysis of the change in gross unrealized gains (losses) on
securities available-for-sale follows for the years ended December 31:
<TABLE>
<CAPTION>
1998 1997 1996
---- ---- ----
<S> <C> <C> <C>
Securities available-for-sale:
Fixed maturity securities $ 3,922 $ 9,177 $ (8,764)
Equity securities 2,467 1,663 249
-------- -------- --------
$ 6,389 $ 10,840 $ (8,515)
======== ======== ========
</TABLE>
Proceeds from the sale of securities available-for-sale during 1998,
1997 and 1996 were $17,403, $30,431 and $2,480, respectively. During
1998, gross gains of $509 ($825 and $181 in 1997 and 1996,
respectively) and gross losses of $0 ($1,124 and none in 1997 and 1996,
respectively) were realized on those sales. See note 10.
The recorded investment of mortgage loans on real estate considered to
be impaired as of December 31, 1998 was $890 (none as of December 31,
1997). No valuation allowance has been recorded for these loans as of
December 31, 1998. During 1998, the average recorded investment in
impaired mortgage loans on real estate was approximately $178 ($386 in
1997) and interest income recognized on those loans was $15 (none in
1997), which is equal to interest income recognized using a cash-basis
method of income recognition.
Activity in the valuation allowance account for mortgage loans on real
estate is summarized for the years ended December 31:
<TABLE>
<CAPTION>
1998 1997
---- ----
<S> <C> <C>
Allowance, beginning of year $ 750 $ 934
Reductions credited to operations -- (53)
Direct write-downs charged against the allowance -- (131)
----- -----
Allowance, end of year $ 750 $ 750
===== =====
</TABLE>
<PAGE> 11
NATIONWIDE LIFE AND ANNUITY INSURANCE COMPANY
(a wholly owned subsidiary of Nationwide Life Insurance Company)
Notes to Financial Statements, Continued
Real estate is presented at cost less accumulated depreciation of $105
as of December 31, 1998 ($153 as of December 31, 1997). There was a
valuation allowance of $229 as of December 31, 1997.
The Company has no investments which were non-income producing for the
twelve month periods preceding December 31, 1998 and 1997.
An analysis of investment income by investment type follows for the
years ended December 31:
<TABLE>
<CAPTION>
1998 1997 1996
---- ---- ----
<S> <C> <C> <C>
Gross investment income:
Securities available-for-sale:
Fixed maturity securities $56,398 $53,491 $40,552
Equity securities -- 375 598
Mortgage loans on real estate 21,124 14,862 9,991
Real estate 379 318 214
Short-term investments 1,361 899 507
Other 178 90 57
------- ------- -------
Total investment income 79,440 70,035 51,919
Less:
Investment expenses 1,773 1,386 874
Net investment income ceded (note 9) 66,353 57,072 --
------- ------- -------
Net investment income $11,314 $11,577 $51,045
======= ======= =======
</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>
1998 1997 1996
---- ---- ----
<S> <C> <C> <C>
Fixed maturity securities available-for-sale $ 509 $(299) $ 181
Mortgage loans on real estate -- 53 (184)
Real estate and other 187 -- --
----- ----- -----
$ 696 $(246) $ (3)
===== ===== =====
</TABLE>
Fixed maturity securities with an amortized cost of $3,562 and $3,383
as of December 31, 1998 and 1997, respectively, were on deposit with
various regulatory agencies as required by law.
<PAGE> 12
NATIONWIDE LIFE AND ANNUITY INSURANCE COMPANY
(a wholly owned subsidiary of Nationwide Life Insurance Company)
Notes to Financial Statements, Continued
(4) Federal Income Tax
The Company's current federal income tax liability was $1,522 and $806
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 asset (liability) as of December 31,
1998 and 1997 are as follows:
<TABLE>
<CAPTION>
1998 1997
---- ----
<S> <C> <C>
Deferred tax assets:
Future policy benefits $ 16,670 $ 13,168
Liabilities in Separate Accounts 12,477 8,080
Mortgage loans on real estate and real estate 263 336
Other assets and other liabilities -- 48
-------- --------
Total gross deferred tax assets 29,410 21,632
-------- --------
Deferred tax liabilities:
Fixed maturity securities 8,669 7,186
Deferred policy acquisition costs 8,103 6,159
Equity securities 1,935 1,072
Other 10,422 7,892
-------- --------
Total gross deferred tax liabilities 29,129 22,309
-------- --------
$ 281 $ (677)
======== ========
</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. All future
deductible amounts can be offset by future taxable amounts or recovery
of federal income tax paid within the statutory carryback period. The
Company has determined that valuation allowances are not necessary as
of December 31, 1998, 1997 and 1996 based on its analysis of future
deductible amounts.
Federal income tax expense for the years ended December 31 was as
follows:
<TABLE>
<CAPTION>
1998 1997 1996
---- ---- ----
<S> <C> <C> <C>
Currently payable $ 10,014 $ 2,458 $ 9,612
Deferred tax (benefit) expense (2,513) 3,291 (6,905)
-------- -------- --------
$ 7,501 $ 5,749 $ 2,707
======== ======== ========
</TABLE>
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
Amount % Amount % Amount %
------ - ------ - ------ -
<S> <C> <C> <C> <C> <C> <C>
Computed (expected) tax expense $ 7,707 35.0 $ 5,723 35.0 $ 2,728 35.0
Tax exempt interest and dividends
received deduction (223) (1.0) -- (0.0) (175) (2.3)
Other, net 17 0.1 26 (0.2) 154 2.0
------- ------ ------- ------ ------- ------
Total (effective rate of each year) $ 7,501 34.1 $ 5,749 35.2 $ 2,707 34.7
======= ====== ======= ====== ======= ======
</TABLE>
Total federal income tax paid was $9,298, $9,566 and $2,335 during the
years ended December 31, 1998, 1997 and 1996, respectively.
<PAGE> 13
NATIONWIDE LIFE AND ANNUITY INSURANCE COMPANY
(a wholly owned subsidiary of Nationwide Life Insurance Company)
Notes to Financial Statements, Continued
(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>
1998 1997 1996
---- ---- ----
<S> <C> <C> <C>
Unrealized gains (losses) on securities available-
for-sale arising during the period:
Gross $ 6,898 $ 10,541 $ (8,334)
Adjustment to deferred policy acquisition costs (1,947) (4,778) 6,628
Related federal income tax (expense) benefit (1,733) (2,017) 362
-------- -------- --------
Net 3,218 3,746 (1,344)
-------- -------- --------
Reclassification adjustment for net (gains) losses on
securities available-for-sale realized during the
period:
Gross (509) 299 (181)
Related federal income tax expense (benefit) 178 (105) 63
-------- -------- --------
Net (331) 194 118
-------- -------- --------
Total Other Comprehensive Income $ 2,887 $ 3,940 $ (1,226)
======== ======== ========
</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.
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 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.
<PAGE> 14
NATIONWIDE LIFE AND ANNUITY INSURANCE COMPANY
(a wholly owned subsidiary of Nationwide Life Insurance Company)
Notes to Financial Statements, Continued
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.
Mortgage loans on real estate: The fair value for mortgage loans
on real estate is estimated using discounted cash flow analyses,
using interest rates currently being offered for similar loans to
borrowers with similar credit ratings. Loans with similar
characteristics are aggregated for purposes of the calculations.
Fair value for mortgages in default is the estimated fair value of
the underlying collateral.
Policy loans, short-term investments and cash: The carrying amount
reported in the 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.
Policy reserves on life insurance contracts: 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 value because of the short-term nature of such
commitments. See note 7.
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
amount fair value amount fair value
------ ---------- ------ ----------
<S> <C> <C> <C> <C>
Assets:
Investments:
Securities available-for-sale:
Fixed maturity securities $ 904,946 $ 904,946 $ 796,919 $ 796,919
Equity securities 20,853 20,853 14,767 14,767
Mortgage loans on real estate, net 268,894 276,387 218,852 229,881
Policy loans 332 332 215 215
Short-term investments 2,277 2,277 18,968 18,968
Cash 2 2 5,163 5,163
Assets held in separate accounts 1,533,690 1,533,690 891,101 891,101
Liabilities:
Investment contracts 1,153,930 1,113,584 980,263 950,105
Policy reserves on life insurance contracts 9,899 10,517 5,928 6,076
Liabilities related to separate accounts 1,533,690 1,501,255 891,101 868,056
</TABLE>
<PAGE> 15
NATIONWIDE LIFE AND ANNUITY INSURANCE COMPANY
(a wholly owned subsidiary of Nationwide Life Insurance Company)
Notes to Financial Statements, Continued
(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 which owe the Company money, will
not pay. The Company minimizes this risk by adhering to a conservative
investment strategy, by maintaining 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.
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 operating throughout the
United States, thus reducing its exposure to any single 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
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 $9,500 extending into
1999 were 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 33% (29% in 1997) in any geographic area and no more than 6% (3%
in 1997) with any one borrower as of December 31, 1998. As of December
31, 1998 36% (37% in 1997) of the remaining principal balance of the
Company's commercial mortgage loan portfolio financed apartment
building properties.
<PAGE> 16
NATIONWIDE LIFE AND ANNUITY INSURANCE COMPANY
(a wholly owned subsidiary of Nationwide Life Insurance Company)
Notes to Financial Statements, Continued
(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 $235, $257 and $189,
respectively.
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 $1,008 and $891, respectively, and the net periodic
postretirement benefit cost (NPPBC) for 1998, 1997 and 1996 was $130,
$94 and $78, respectively.
<PAGE> 17
NATIONWIDE LIFE AND ANNUITY INSURANCE COMPANY
(a wholly owned subsidiary of Nationwide Life Insurance Company)
Notes to Financial Statements, Continued
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
1998 1997 1998 1997
---- ---- ---- ----
<S> <C> <C> <C> <C>
Change in benefit obligation:
Benefit obligation at beginning of year $ 2,033,800 $ 1,847,800 $ 237,900 $ 200,700
Service cost 87,600 77,300 9,800 7,000
Interest cost 123,400 118,600 15,400 14,000
Actuarial loss 123,200 60,000 15,600 24,400
Plan curtailment in 1998/merger in 1997 (107,200) 1,500 -- --
Benefits paid (75,800) (71,400) (8,600) (8,200)
----------- ----------- ----------- -----------
Benefit obligation at end of year 2,185,000 2,033,800 270,100 237,900
----------- ----------- ----------- -----------
Change in plan assets:
Fair value of plan assets at beginning of year 2,212,900 1,947,900 69,200 63,000
Actual return on plan assets 300,700 328,100 5,000 3,600
Employer contribution 104,100 7,200 12,100 10,600
Plan merger -- 1,100 -- --
Benefits paid (75,800) (71,400) (8,400) (8,000)
----------- ----------- ----------- -----------
Fair value of plan assets at end of year 2,541,900 2,212,900 77,900 69,200
----------- ----------- ----------- -----------
Funded status 356,900 179,100 (192,200) (168,700)
Unrecognized prior service cost 31,500 34,700 -- --
Unrecognized net (gains) losses (345,700) (330,700) 16,000 1,600
Unrecognized net (asset) obligation at transition (11,000) 33,300 1,300 1,500
----------- ----------- ----------- -----------
Prepaid (accrued) benefit cost $ 31,700 $ (83,600) $ (174,900) $ (165,600)
=========== =========== =========== ===========
</TABLE>
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>
1998 1997 1996
---- ---- ----
<S> <C> <C> <C>
Service cost (benefits earned during the period) $ 87,600 $ 77,300 $ 75,500
Interest cost on projected benefit obligation 123,400 118,600 105,500
Expected return on plan assets (159,000) (139,000) (116,100)
Recognized gains (3,800) -- --
Amortization of prior service cost 3,200 3,200 3,200
Amortization of unrecognized transition obligation 4,200 4,200 4,100
--------- --------- ---------
$ 55,600 $ 64,300 $ 72,200
========= ========= =========
</TABLE>
<PAGE> 18
NATIONWIDE LIFE AND ANNUITY INSURANCE COMPANY
(a wholly owned subsidiary of Nationwide Life Insurance Company)
Notes to Financial Statements, Continued
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 $67,100
resulted (consisting of a $107,200 reduction in the projected benefit
obligation, net of the write-off of the $40,100 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>
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>
1998 1997 1996
---- ---- ----
<S> <C> <C> <C>
Service cost (benefits attributed to employee service
during the year) $ 9,800 $ 7,000 $ 6,500
Interest cost on accumulated postretirement benefit obligation 15,400 14,000 13,700
Actual return on plan assets (5,000) (3,600) (4,300)
Amortization of unrecognized transition obligation of affiliates 200 200 200
Net amortization and deferral 1,200 (500) 1,800
-------- -------- --------
$21,600 $ 17,100 $ 17,900
======== ======== ========
</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, the Company's state of domicile, imposes minimum risk-based
capital requirements that were developed by the NAIC. The formulas for
determining the amount of risk-based capital specify various weighting
factors that are applied to financial balances or various levels of
activity based on the perceived degree of risk. Regulatory compliance
is determined by a ratio of the company's regulatory total adjusted
capital, as defined by the NAIC, to its authorized control level
risk-based capital, as defined by the NAIC. Companies below specific
trigger points or ratios are classified within
<PAGE> 19
NATIONWIDE LIFE AND ANNUITY INSURANCE COMPANY
(a wholly owned subsidiary of Nationwide Life Insurance Company)
Notes to Financial Statements, Continued
certain levels, each of which requires specified corrective action. The
Company exceeds the minimum risk-based capital requirements.
The statutory capital and surplus of the Company as reported to
regulatory authorities as of December 31, 1998, 1997 and 1996 was
$70,135, $74,820 and $71,390, respectively. The statutory net (loss)
income of the Company as reported to regulatory authorities for the
years ended December 31, 1998, 1997 and 1996 was $(3,371), $7,446 and
$670, 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 $7,013.
The Company currently does not expect such regulatory requirements to
impair its ability to pay operating expenses and stockholder dividends
in the future.
(10) Transactions With Affiliates
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 $430, $703
and $410, 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 $2,933, $2,564 and $2,682 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 $2,750 and $4,981 as of December 31, 1998 and 1997,
respectively.
Effective December 31, 1996, the Company entered into an intercompany
reinsurance agreement with NLIC whereby certain inforce and
subsequently issued fixed individual deferred annuity contracts are
ceded on a 100% coinsurance with funds withheld basis. On December 31,
1997, the agreement was amended to a modified coinsurance basis. Under
modified coinsurance agreements, invested assets and liabilities for
future policy benefits are retained by the ceding company and net
investment earnings on the invested assets are paid to the assuming
company. Under terms of the Company's agreement, the investment risk
associated with changes in interest rates is borne by NLIC. Risk of
asset default is retained by the Company, although a fee is paid by
NLIC to the Company for the Company's retention of such risk. The
agreement will remain inforce until all contract obligations are
settled. The ceding of risk does not discharge the original insurer
from its primary obligation to the contractholder. The Company believes
that the terms of the modified coinsurance agreement are consistent in
all material respects with what the Company could have obtained with
unaffiliated parties. Amounts ceded to NLIC in 1998 are included in
NLIC's results of operations for 1998 and include premiums of $241,503,
net investment income of $66,353 and benefits, claims and other
expenses of $296,659. In consideration for the initial inforce business
reinsured, NLIC paid the Company $26,473 in commission and expense
allowances which were applied to the Company's deferred policy
acquisition costs as of December 31, 1996. No significant gain or loss
was recognized as a result of the agreement.
<PAGE> 20
NATIONWIDE LIFE AND ANNUITY INSURANCE COMPANY
(a wholly owned subsidiary of Nationwide Life Insurance Company)
Notes to Financial Statements, Continued
During 1997, the Company sold fixed maturity securities
available-for-sale at fair value of $27,253 to NLIC. The Company
recognized a $693 gain on the transactions.
The Company and various affiliates entered into agreements with
Nationwide Cash Management Company (NCMC), an affiliate, under which
NCMC acts as 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 $2,277 and $18,968 as of December 31,
1998 and 1997, respectively, and are included in short-term investments
on the accompanying balance sheets.
(11) 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.
(12) 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,
and all realized gains and losses on investments in a Corporate and
Other segment.
<PAGE> 21
NATIONWIDE LIFE AND ANNUITY INSURANCE COMPANY
(a wholly owned subsidiary of Nationwide Life Insurance Company)
Notes to 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
Annuities Annuities Insurance and Other Total
--------- --------- --------- --------- -----
<S> <C> <C> <C> <C> <C>
1998:
Net investment income (1) $ (1,417) $ 6,792 $ 4098 $ 5,531 $ 11,314
Other operating revenue 18,209 3,182 8,386 -- 29,777
----------- ----------- ----------- ----------- -----------
Total operating revenue (2) 16,792 9,974 8,794 5,531 41,091
----------- ----------- ----------- ----------- -----------
Interest credited to policyholder
account balances -- 4,660 221 -- 4,881
Amortization of deferred policy
acquisition costs 3,466 508 374 -- 4,348
Other benefits and expenses 4,442 2,087 4,009 -- 10,538
----------- ----------- ----------- ----------- -----------
Total expenses 7,908 7,255 4,604 -- 19,767
----------- ----------- ----------- ----------- -----------
Operating income (loss) before
federal income tax 8,884 2,719 4,190 5,531 21,324
Realized gains on investments -- -- -- 696 696
----------- ----------- ----------- ----------- -----------
Consolidated income before
federal tax expense $ 8,884 $ 2,719 $ 4,190 $ 6,227 $ 22,020
=========== =========== =========== =========== ===========
Assets as of year end $ 1,502,829 $ 1,162,040 $ 92,482 $ 82,087 $ 2,839,438
=========== =========== =========== =========== ===========
1997:
Net investment income (1) $ (873) $ 5,927 $ 166 $ 6,357 $ 11,577
Other operating revenue 10,823 1,825 16 -- 12,664
----------- ----------- ----------- ----------- -----------
Total operating revenue (2) 9,950 7,752 182 6,357 24,241
----------- ----------- ----------- ----------- -----------
Interest credited to policyholder
account balances -- 3,856 92 -- 3,948
Amortization of deferred policy
acquisition costs 1,035 347 20 -- 1,402
Other benefits and expenses 1,648 347 298 -- 2,293
----------- ----------- ----------- ----------- -----------
Total expenses 2,683 4,550 410 -- 7,643
----------- ----------- ----------- ----------- -----------
Operating income before federal
income tax 7,267 3,202 (228) 6,357 16,598
Realized losses on investments -- -- -- (246) (246)
----------- ----------- ----------- ----------- -----------
Consolidated income before
federal tax expense $ 7,267 $ 3,202 $ (228) $ 6,111 $ 16,352
=========== =========== =========== =========== ===========
Assets as of year end $ 925,021 $ 989,116 $ 2,228 $ 88,933 $ 2,005,298
=========== =========== =========== =========== ===========
</TABLE>
<PAGE> 22
NATIONWIDE LIFE AND ANNUITY INSURANCE COMPANY
(a wholly owned subsidiary of Nationwide Life Insurance Company)
Notes to Financial Statements, Continued
<TABLE>
<CAPTION>
Variable Fixed Life Corporate
Annuities Annuities Insurance and Other Total
--------- --------- --------- --------- -----
<S> <C> <C> <C> <C> <C>
1996:
Net investment income (1) $ (849) $ 50,197 $ 149 $ 1,548 $ 51,045
Other operating revenue 5,440 1,445 16 1 6,902
----------- ----------- ----------- ----------- -----------
Total operating revenue (2) 4,591 51,642 165 1,549 57,947
----------- ----------- ----------- ----------- -----------
Interest credited to policyholder
account balances -- 34,711 -- -- 34,711
Amortization of deferred policy
acquisition costs 1,473 5,888 19 -- 7,380
Benefits and expenses 2,024 5,889 147 -- 8,060
----------- ----------- ----------- ----------- -----------
Total expenses 3,497 46,488 166 -- 50,151
----------- ----------- ----------- ----------- -----------
Operating income before federal
income tax 1,094 5,154 (1) 1,549 7,796
Realized losses on investments -- -- -- (3) (3)
----------- ----------- ----------- ----------- -----------
Consolidated income before
federal tax expense $ 1,094 $ 5,154 $ (1) $ 1,546 $ 7,793
=========== =========== =========== =========== ===========
Assets as of year end $ 503,111 $ 787,682 $ 2,597 $ 73,031 $ 1,366,421
=========== =========== =========== =========== ===========
</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.
<PAGE> 59
PART II - OTHER INFORMATION
CONTENTS OF REGISTRATION STATEMENT
This Post-Effective Amendment No. 8 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 98 pages.
Representations and Undertakings.
Independent Auditors' Consent
Signatures.
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 VL Separate Account-A, and
adopted hereby incorporated herein by reference.
3. Distribution Contracts Included with the Registration Statement on Form N-
8B-2 for the Nationwide VL Separate Account-A, and
hereby incorporated herein by reference.
4. Form of Security Included with the Registration Statement on Form S-6
for the Nationwide VL Separate Account-A (File No.
33-44792), and hereby incorporated herein by
reference.
5. Articles of Incorporation of Depositor Included with the Registration Statement on Form N-
8B-2 for the Nationwide VL Separate Account-A, and
hereby incorporated herein by reference.
6. Application form of Security Included with the Registration Statement on Form S-6
for the Nationwide VL Separate Account-A (File No.
33-44792), and hereby incorporated herein by
reference.
7. Opinion of Counsel Included with the Registration Statement on Form S-6
for the Nationwide VL Separate Account-A (File No.
33-44792), and hereby incorporated herein by
reference.
</TABLE>
<PAGE> 60
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 (the "1940 Act"). The Registrant and Nationwide
elect to be governed by Rule 6e-3(T)(b)(13)(i)(A) under the 1940 Act with
respect to the policies described in the prospectus. The policies have
been designed in such a way as to qualify for the exemptive relief from
various provisions of the 1940 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 (the
"Commission") 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 Commission 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 Nationwide,
formulate and approve any plan under Rule 12b-1 to finance distribution
expenses.
(e) Subject to the terms and conditions of Section 15(d) of the Securities
Exchange Act of 1934, the Registrant hereby undertakes to file with the
Commission such supplementary and periodic information, documents, and
reports as may be prescribed by any rule or regulation of the Commission
heretofore or hereafter duly adopted pursuant to authority conferred in
that section.
(f) Represent that the fees and charges deducted under the contract in the
aggregate are reasonable in relation to the services rendered, the
expenses expected to be incurred, and the risks assumed by Nationwide.
<PAGE> 61
INDEPENDENT AUDITORS' CONSENT
The Board of Directors of Nationwide Life and Annuity Insurance Company and
Contract Owners of Nationwide VL Separate Account-A:
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> 62
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant,
Nationwide Life and Annuity VL Separate Account-A, certifies that it meets the
requirements of Securities Act Rule 485(b) for effectiveness of this
Post-Effective Amendment No. 9 and has duly caused this Post-Effective Amendment
No.9 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 20th day of September, 1999.
NATIONWIDE VL SEPARATE ACCOUNT-A
--------------------------------
(Registrant)
(Seal) NATIONWIDE LIFE AND ANNUITY INSURANCE COMPANY
---------------------------------------------
Attest: (Sponsor)
GLENN W. SODEN By: JOSEPH P. RATH
- -------------- -------------------------------
Glenn W. Soden Joseph P. Rath
Assistant Secretary Vice President- Product and Market Compliance
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective
Amendment No. 9 has been signed below by the following persons in the capacities
indicated on the 20th day of September, 1999.
<TABLE>
<CAPTION>
SIGNATURE TITLE
<S> <C> <C>
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
- ---------------------------------------
Joseph J. Gasper Officer and Director
DIMON R. MCFERSON Chairman and Chief Executive
- ---------------------------------------
Dimon R. McFerson Officer and Director
DAVID O. MILLER Chairman of the Board and
- ---------------------------------------
David O. Miller Director
YVONNE L. MONTGOMERY Director
- ---------------------------------------
Yvonne L. Montgomery
ROBERT A. OAKLEY Executive Vice President and Chief
- ---------------------------------------
Robert A. Oakley Financial Officer
RALPH M. PAIGE Director
- ---------------------------------------
Ralph M. Paige
JAMES F. PATTERSON Director
- ---------------------------------------
James F. Patterson
ARDEN L. SHISLER Director By /s/ JOSEPH P. RATH
- --------------------------------------- --------------------------------------
Arden L. Shisler Joseph P. Rath
ROBERT L. STEWART Director Attorney-in-Fact
- ---------------------------------------
Robert L. Stewart
NANCY C. THOMAS Director
- ---------------------------------------
Nancy C. Thomas
</TABLE>
<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
