NATIONWIDE VLI SEPARATE ACCOUNT 3
497, 1995-08-16
Previous: NATIONWIDE VLI SEPARATE ACCOUNT 3, 485BPOS, 1995-08-16
Next: NATIONWIDE VLI SEPARATE ACCOUNT 3, 497, 1995-08-16



<PAGE>   1






                       SUPPLEMENT DATED AUGUST 1, 1995 TO
                        PROSPECTUS DATED MAY 1, 1995 FOR

          FLEXIBLE PREMIUM VARIABLE UNIVERSAL LIFE INSURANCE CONTRACTS

                                   ISSUED BY

                       NATIONWIDE LIFE INSURANCE COMPANY

                                  THROUGH ITS

                       NATIONWIDE VLI SEPARATE ACCOUNT-3

This Supplement updates certain information contained in your Prospectus.
Please read it and keep it with your Prospectus for future reference.

Effective August 1, 1995, the following underlying Mutual Funds will be
available in the Nationwide VLI Separate Account-3:

                    AMERICAN CAPITAL LIFE INVESTMENT TRUST:
               -American Capital Real Estate Securities Portfolio

                                    DREYFUS
                           -Dreyfus Stock Index Fund
                   -Dreyfus Socially Responsible Growth Fund

                   FIDELITY VARIABLE INSURANCE PRODUCTS FUND:
                            -High Income Portfolio*
                            -Equity-Income Portfolio
                               -Growth Portfolio
                              -Overseas Portfolio

                 FIDELITY VARIABLE INSURANCE PRODUCTS FUND II:
                            -Asset Manager Portfolio
                             -Contrafund Portfolio

                 NEUBERGER & BERMAN ADVISERS MANAGEMENT TRUST:
                               -Growth Portfolio
                        -Limited Maturity Bond Portfolio
                              -Partners Portfolio

                      OPPENHEIMER VARIABLE ACCOUNT FUNDS:
                                   -Bond Fund
                            -Global Securities Fund
                           -Multiple Strategies Fund

                    STRONG VARIABLE INSURANCE PRODUCTS FUND:
                            -Discovery Fund II, Inc.
                             -Special Fund II, Inc.
<PAGE>   2
                             TCI PORTFOLIOS, INC.:
                                 -TCI Balanced
                                  -TCI Growth
                               -TCI International

                       VAN ECK WORLDWIDE INSURANCE TRUST:
                         -Gold & Natural Resources Fund
                              -Worldwide Bond Fund

                             WARBURG PINCUS TRUST:
                        -International Equity Portfolio
                            -Small Company Portfolio

*The High Income Portfolio may invest in lower quality debt securities commonly
 referred to as junk bonds.

Accordingly, the "Deductions and Charges" provision located in the Prospectus
is hereby amended to include the following expense information:

<TABLE>
<CAPTION>
                                                                                 Management Fees   Other Expenses  Total Expenses
<S>                                                                                   <C>               <C>             <C>
American Capital Real Estate Securities Portfolio                                     1.00%             0.00%           1.00%
Dreyfus Stock Index Fund                                                              0.14%             0.26%           0.40%
Dreyfus Socially Responsible Growth Fund                                              0.00%             0.25%           0.25%
Fidelity VIP - High Income Portfolio                                                  0.61%             0.10%           0.71%
Fidelity VIP - Equity Income Portfolio                                                0.52%             0.06%           0.58%
Fidelity VIP - Growth Portfolio                                                       0.62%             0.07%           0.69%
Fidelity VIP - Overseas Portfolio                                                     0.77%             0.15%           0.92%
Fidelity VIP Fund II - Asset Manager Portfolio                                        0.72%             0.07%           0.79%
Fidelity VIP Fund II - Contrafund Portfolio                                           0.62%             0.27%           0.89%
Neuberger & Berman Advisers Management Trust - Growth Portfolio                       0.79%             0.12%           0.91%
Neuberger & Berman Advisers Management Trust - Limited Maturity Bond Portfolio        0.60%             0.13%           0.73%
Neuberger & Berman Advisers Management Trust - Partners Portfolio                     0.80%             0.50%           1.30%
Oppenheimer - Bond Fund                                                               0.75%             0.06%           0.81%
Oppenheimer - Global Securities Fund                                                  0.75%             0.20%           0.95%
Oppenheimer - Multiple Strategies Fund                                                0.74%             0.05%           0.79%
Strong Discovery Fund II, Inc.                                                        1.00%             0.21%           1.21%
Strong Special Fund II, Inc.                                                          1.00%             0.10%           1.10%
TCI Portfolios - TCI Balanced                                                         1.00%             0.00%           1.00%
TCI Portfolios - TCI Growth                                                           1.00%             0.00%           1.00%
TCI Portfolios - TCI International                                                    1.50%             0.00%           1.50%
Van Eck - Gold and Natural Resources Fund                                             0.75%             0.21%           0.96%
Van Eck - Worldwide Bond Fund                                                         0.75%             0.18%           0.93%
Warburg Pincus - International Equity Portfolio                                       1.00%             0.44%           1.44%
Warburg Pincus - Small Company Growth Portfolio                                       0.90%             0.35%           1.25%
</TABLE>





<PAGE>   3

The "Investments of the Variable Account" provision is hereby amended as
follows:

1.    American Capital Life Investment Trust, managed by Van Kampen American
      Capital Management, Inc.;

2.    Dreyfus Stock Index Fund, managed by Wells Fargo Nikko Investment
      Advisors;

3.    The Dreyfus Socially Responsible Growth Fund, managed by Dreyfus
      Corporation;

4.    Fidelity Variable Insurance Products Fund, managed by Fidelity Management
      & Research Company;

5.    Fidelity Variable Insurance Products Fund II, managed by Fidelity
      Management & Research Company;

6.    Nationwide Separate Account Trust, managed by Nationwide Financial
      Services, Inc.;

7.    Neuberger & Berman Advisers Management Trust, managed by Neuberger &
      Berman Management Incorporated;

8.    Oppenheimer Variable Account Funds, managed by Oppenheimer Management
      Corp.;

9.    Strong Variable Insurance Products Fund, managed by Strong/Corneliuson
      Capital Management, Inc.;

10.   TCI Portfolios, Inc., managed by Investors Research Corporation, an
      affiliate of Twentieth Century Companies;

11.   Van Eck Worldwide Insurance Trust, managed by Van Eck Associates
      Corporation;

12.   Warburg Pincus Trust, managed by Warburg Pincus Counsellors, Inc.

AMERICAN CAPITAL LIFE INVESTMENT TRUST

      The American Capital Life Investment Trust is an open-end diversified
management investment company organized as a Massachusetts business trust on
June 3, 1985.  The Trust offers shares in separate portfolios which are sold
only to insurance companies to provide funding for variable life insurance
policies and variable annuity contracts.  Van Kampen American Capital Asset
Management, Inc. serves as the Portfolio's investment adviser.

-AMERICAN CAPITAL REAL ESTATE SECURITIES PORTFOLIO

Investment Objective:  To seek long-term capital growth by investing in a
portfolio of securities of companies operating in the real estate industry
("Real Estate Securities").  Current income is a secondary consideration.  Real
Estate Securities include equity securities, common stocks and convertible
securities, as well as non-convertible preferred stocks and debt securities of
real estate industry companies.  A "real estate industry company" is a company
that derives at least 50% of its assets (marked to market), gross income or net
profits from the ownership, construction, management or sale of residential,
commercial or industrial real estate.  Under normal market conditions, at least
65% of the Fund's total assets will be invested in Real Estate Securities,
primarily equity securities of real estate investment trusts.  The Fund may
invest up to 25% of its total assets in securities issued by foreign issuers,
some or all of which may also be Real Estate Securities.  There can be no
assurance that the Fund will achieve its investment objective.





<PAGE>   4

DREYFUS

    - DREYFUS STOCK INDEX FUND

      Dreyfus Stock Index Fund is an open-end, non-diversified management
      investment company.  It was incorporated under Maryland law on January
      24, 1989, and commenced operations on September 29, 1989.  Wells Fargo
      Nikko Investment Advisors serves as the Fund's index fund manager.  As of
      May 1, 1994, Dreyfus Life and Annuity Index Fund began doing business as
      Dreyfus Stock Index Fund.

      Investment Objective:  To provide investment results that correspond to
      the price and yield performance of publicly traded common stocks in the
      aggregate, as represented by the Standard & Poor's 500 Composite Stock
      Price Index.  The Fund is neither sponsored by nor affiliated with
      Standard & Poor's Corporation.

    - DREYFUS SOCIALLY RESPONSIBLE GROWTH FUND, INC.

      Dreyfus Socially Responsible Growth Fund, Inc. is an open-end,
      diversified, management investment company.  It was incorporated under
      Maryland law on July 20, 1992, and commenced operations on October 7,
      1993.  Dreyfus Corporation serves as the Fund's investment advisor.
      Tiffany Capitol Advisors, Inc. serves as the Fund's sub-investment
      adviser and provides day-to-day management of the Fund's portfolio.

      Investment Objective:  The Fund's primary goal is to provide capital
      growth through equity investment in companies that, in the opinion of the
      Fund's management, not only meet traditional investment standards, but
      which also show evidence that they conduct their business in a manner
      that contributes to the enhancement of the quality of life in America.
      Current income is secondary to the primary goal.

FIDELITY VARIABLE INSURANCE PRODUCTS FUND

The Fund is an open-end, diversified management investment company organized as
a Massachusetts business trust on November 13, 1981.  The Fund's shares are
purchased by insurance companies to fund benefits under variable insurance and
annuity policies.  Fidelity Management & Research Company ('FMR') is the Fund's
manager.

    - HIGH INCOME PORTFOLIO

      Investment Objective:  Seeks to obtain a high level of current income by
      investing primarily in high-risk, high-yielding, lower-rated,
      fixed-income securities, while also considering growth of capital.  The
      portfolio's manager will seek high current income normally by investing
      the Portfolio's assets as follows:

      -      at least 65% in income-producing debt securities and preferred
             stocks, including convertible securities, zero coupon securities,
             and mortgage-backed and asset-backed securities.

      -      up to 20% in common stocks and other equity securities when
             consistent with the Portfolio's primary objective or acquired as
             part of a unit combining fixed-income and quity securities.

Higher yields are usually available on securities that are lower-rated or that
are unrated.  Lower-rated securities are usually defined as Ba or lower by
Moody's; BB or lower by Standard & Poor's


<PAGE>   5

and may be deemed to be of a speculative nature.  The Portfolio may also
purchase lower-quality bonds such as those rated Ca3 by Moody's or C- by
Standard & Poor's which provide poor protection for payment of principal and
interest (commonly referred to as "junk bonds").  For a further discussion of
lower-rated securities, please see the "Risks of Lower-Rated Debt Securities"
section of the Portfolio's prospectus.

    - EQUITY-INCOME PORTFOLIO

      Investment Objective:  To seek reasonable income by investing primarily
      in income-producing equity securities.  In choosing these securities FMR
      also will consider the potential for capital appreciation.  The
      Portfolio's goal is to achieve a yield which exceeds the composite yield
      on the securities comprising the Standard & Poor's 500 Composite Stock
      Price Index.

    - GROWTH PORTFOLIO

      Investment Objective:  Seeks to achieve capital appreciation.  This
      Portfolio will invest in the securities of both well-known and
      established companies, and smaller, less well-known companies which may
      have a narrow product line or whose securities are thinly traded.  These
      latter securities will often involve greater risk than may be found in
      the ordinary investment security.  FMR's analysis and expertise plays an
      integral role in the selection of securities and, therefore, the
      performance of the Portfolio.  Many securities which FMR believes would
      have the greatest potential may be regarded as speculative, and
      investment in the Portfolio may involve greater risk than is inherent in
      other mutual funds.  It is also important to point out that the Portfolio
      makes most sense for you if you can afford to ride out changes in the
      stock market, because it invests primarily in common stocks.  FMR also
      can make temporary investments in securities such as investment-grade
      bonds, high-quality preferred stocks and short-term notes, for defensive
      purposes when it believes market conditions warrant.

    - OVERSEAS PORTFOLIO

      Investment Objective:  To seek long term growth of capital primarily
      through investments in foreign securities.  The Overseas Portfolio
      provides a means for investors to diversify their own portfolios by
      participating in companies and economics outside of the United States.

FIDELITY VARIABLE INSURANCE PRODUCTS FUND II

The Fund is an open-end, diversified management investment company organized as
a Massachusetts business trust on March 21, 1988.  The Fund's shares are
purchased by insurance companies to fund benefits under variable insurance and
annuity policies.  FMR is the Fund's manager.

    - ASSET MANAGER PORTFOLIO

      Investment Objective:  To seek to obtain high total return with reduced
      risk over the long-term by allocating its assets among domestic and
      foreign stocks, bonds and short-term fixed income instruments.





<PAGE>   6

    - CONTRAFUND PORTFOLIO

      Investment Objective:  To seek capital appreciation by investing
      primarily in companies that the fund manager believes to be undervalued
      due to an overly pessimistic appraisal by the public.  This strategy can
      lead to investments in domestic or foreign companies, small and large,
      many of which may not be well known.  The fund primarily invests in
      common stock and securities convertible into common stock, but it has the
      flexibility to invest in any type of security that may produce capital
      appreciation.

NEUBERGER & BERMAN ADVISERS MANAGEMENT TRUST

Neuberger & Berman Advisers Management Trust is an open-end diversified
management investment company established as a Massachusetts business trust on
December 14, 1983.  Shares of the Trust are offered in connection with certain
variable annuity contracts and variable life insurance policies issued through
life insurance company separate accounts and are also offered directly to
qualified pension and retirement plans outside of the separate account context.
The investment adviser is Neuberger & Berman Management Incorporated.

    - GROWTH PORTFOLIO

      Investment Objective:  The Portfolio seeks capital growth through
      investments in common stocks of companies that the investment adviser
      believes will have above average earnings or otherwise provide investors
      with above average potential for capital appreciation.  To maximize this
      potential, the investment adviser may also utilize, from time to time,
      securities convertible into common stocks, warrants and options to
      purchase such stocks.

    - LIMITED MATURITY BOND PORTFOLIO

      Investment Objective:  To provide the high level of current income,
      consistent with low risk to principal and liquidity.  As a secondary
      objective, it also seeks to enhance its total return through capital
      appreciation when market factors, such as falling interest rates and
      rising bond prices, indicate that capital appreciation may be available
      without significant risk to principal.  It seeks to achieve its
      objectives through investments in a diversified portfolio of limited
      maturity debt securities.

    - PARTNERS PORTFOLIO

      Investment Objective:  To seek capital growth.  This portfolio will seek
      to achieve its objective by investing primarily in the common stock of
      established companies.  Its investment program seeks securities believed
      to be undervalued based on fundamentals such as low price-to-earnings
      ratios, consistent cash flows, and support from asset values.  The
      objective of the Partners Portfolio is not fundamental and can be changed
      by the Trustees of the Trust without shareholder approval.  Shareholders
      will, however, receive at least 30 days prior notice thereof.  There is
      no assurance the investment objective will be met.

OPPENHEIMER VARIABLE ACCOUNT FUNDS

The Oppenheimer Variable Account Funds is an open-end, diversified management
investment company organized as a Massachusetts business trust in 1984.  Shares
of the Funds are sold





<PAGE>   7

only to provide benefits under variable life insurance policies and variable
annuity contracts.  Oppenheimer Management Corporation is the Funds' investment
advisor.

    - BOND FUND

      Investment Objective:  Primarily to seek a high level of current income
      from investment in high yield fixed-income securities rated "Baa" or
      better by Moody's or "BBB" or better by Standard & Poor's.  Secondarily,
      the Fund seeks capital growth when consistent with its primary objective.

    - GLOBAL SECURITIES FUND

      Investment Objective:  To seek long-term capital appreciation by
      investing a substantial portion of assets in securities of foreign
      issuers, "growth-type" companies, cyclical industries and special
      situations which are considered to have appreciation possibilities.
      Current income is not an objective.  These securities may be considered
      to be speculative.

    - MULTIPLE STRATEGIES FUND

      Investment Objective:  To seek a total investment return (which includes
      current income and capital appreciation in the value of its shares) form
      investments in common stocks and other equity securities, bonds and other
      debt securities, and "money market" securities.

STRONG VARIABLE INSURANCE PRODUCTS FUNDS

The Strong Variable Insurance Products Funds are diversified, open-end
management investment companies, commonly called mutual funds.  Strong Special
Fund II, Inc. ("Special Fund") and Strong Discovery Fund II, Inc. ("Discovery
Fund II") were separately incorporated in Wisconsin on December 28, 1990.
Shares of the Funds may only be purchased by the separate accounts of insurance
companies for the purpose of funding variable annuity and variable life
insurance contracts.  Strong/Corneliuson Capital Management, Inc. is the
investment advisor for each of the Funds.

    - DISCOVERY FUND II, INC.

      Investment Objective:  To seek maximum capital appreciation through
      investments in a diversified portfolio of securities.

    - SPECIAL FUND II, INC.

      Investment Objective:  To seek capital appreciation through investments
      in a diversified portfolio of equity securities.

TCI PORTFOLIOS, INC., MEMBER OF THE TWENTIETH CENTURY FAMILY OF MUTUAL FUNDS

TCI Portfolios, Inc. was organized as a Maryland corporation in 1987.  It is a
diversified, open-end management investment company, designed only to provide
investment vehicles for variable annuity and variable life insurance products
of insurance companies.  A member of the Twentieth Century Family of Mutual
Funds, TCI Portfolios is managed by Investors Research Corporation.





<PAGE>   8

    - TCI 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
      mangement to have better-than-average prospects for appreciation and
      approximately 40% in fixed income securities.  There can be no assurance
      that the Fund will achieve its investment objective.

    - TCI GROWTH

      Investment Objective:  Capital growth.  The fund will seek to achieve its
      objective by investing in common stocks (including securities convertible
      into common stocks and other equity equivalents) that meet certain
      fundamental and technical standards of selection and have, in the opinion
      of the fund's investment manager, better than average potential for
      appreciation.  The fund tries to stay fully invested in such securities,
      regardless of the movement of stock prices generally.

      The fund may invest in cash and cash equivalents temporarily or when it
      is unable to find common stocks meeting its criteria of selection.  It
      may purchase securities only of companies that have a record of at least
      three years continuous operation.  There can be no assurance that the
      Fund will achieve its investment objective.

    - TCI INTERNATIONAL

      Investment Objective:  To seek capital growth.  The fund will seek to
      achieve its investment objective by investing primarily in securities of
      foreign companies that meet certain fundamental and technical standards
      of selection and, in the opinion of the investment manager, have
      potential for appreciation.  Under normal conditions, the fund will
      invest at least 65% of its assets in common stocks or other equity
      securities of issuers from at least three countries outside the United
      States.  Securities of United States issuers may be included in the
      portfolio from time to time.  Although the primary investment of the fund
      will be common stocks (defined to include depository receipts for common
      stocks), the fund may also invest in other types of securities consistent
      with the fund's objective.  When the manager believes that the total
      return potential of other securities equals or exceeds the potential
      return of common stocks, the fund may invest up to 35% of its assets in
      such other securities.  There can be no assurance that the fund will
      achieve its objectives.

VAN ECK WORLDWIDE INSURANCE TRUST (FORMERLY VAN ECK INVESTMENT TRUST)

Van Eck Worldwide Insurance Trust is an open-end management investment company
organized as a "business trust" under the laws of the Commonwealth of
Massachusetts on January 7, 1987.  Shares of the Trust are offered only to
separate accounts of various insurance companies to fund benefits of variable
insurance and annuity policies.  The assets of the Trust are managed by Van Eck
Associates Corporation.

    - GOLD AND NATURAL RESOURCES FUND

      Investment Objective:  To seek long-term capital appreciation by
      investing in equity and debt securities of companies engaged in the
      exploration, development, production and





<PAGE>   9

      distribution of gold and other natural resources, such as strategic and
      other metals, minerals, forest products, oil, natural gas and coal.
      Current income is not an objective.

    - WORLDWIDE BOND FUND (FORMERLY GLOBAL BOND FUND)

      Investment Objective:  To seek high total return through a flexible
      policy of investing globally, primarily in debt securities.

WARBURG PINCUS TRUST

The Warburg Pincus Trust ("Trust") is an open-end management investment company
organized in March 1995 as a business trust under the laws of The Commonwealth
of Massachusetts.  The Trust offers its shares to insurance companies for
allocation to separate accounts for the purpose of funding variable annuity and
variable life contracts.  Trust portfolios are managed by Warburg Pincus
Counsellors, Inc. ("Counsellors.")

    - INTERNATIONAL EQUITY PORTFOLIO

      Investment Objective:  To seek long-term capital appreciation by
      investing primarily in a broadly diversified portfolio of equity
      securities of companies, wherever organized, that in the judgment of
      "Counsellors" have their principal business activities and interests
      outside the United States.  The Portfolio will ordinarily invest
      substantially all of its assets, but no less than 65% of its total
      assets, in common stocks, warrants and securities convertible into or
      exchangeable for common stocks.  The Portfolio intends to invest
      principally in the securities of financially strong companies with
      opportunities for growth within growing international economies and
      markets through increased earning power and improved utilization or
      recognition of assets.

    - SMALL COMPANY GROWTH PORTFOLIO

      Investment Objective:  To seek capital growth by investing in a portfolio
      of equity securities of small-sized domestic companies.  The Portfolio
      ordinarily will invest at least 65% of its total assets in common stocks
      or warrants of small-sized companies (i.e., companies having stock market
      capitalizations of between $25 million and $1 billion at the time of
      purchase) that represent attractive opportunities for capital growth.
      The Portfolio intends to invest primarily in companies whose securities
      are traded on domestic stock exchanges or in the over-the-counter market.
      The Portfolio's investments will be made on the basis of their equity
      characteristics and securities ratings generally will not be a factor in
      the selection process.



© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission