<PAGE> 1
Registration No. 33-44296
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Post-Effective Amendment No. 10
TO FORM S-6
FOR REGISTRATION UNDER THE SECURITIES ACT OF 1933 OF
SECURITIES OF UNIT INVESTMENT TRUSTS REGISTERED ON FORM N-8B-2
-----------------------------
NATIONWIDE VLI SEPARATE ACCOUNT-3
(Exact Name of Trust)
----------------------------
NATIONWIDE LIFE INSURANCE COMPANY
One Nationwide Plaza
Columbus, Ohio 43215
(Exact Name and Address of Depositor and Registrant)
Gordon E. McCutchan
Secretary
One Nationwide Plaza
Columbus, Ohio 43215
(Name and address of Agent for Service)
-------
This Post-Effective Amendment amends the Registration Statement in respect to
the Prospectus and Financial Statements.
[_] immediately upon filing pursuant to paragraph (b) of Rule 485
[X] on May 1, 1997 pursuant to paragraph (b) of Rule 485
[_] 60 days after filing pursuant to paragraph (a)(i) of Rule 485
[_] on (date) pursuant to paragraph (a)(i) of Rule 485
[_] this post-effective amendment designates a new effective date for a
previously filed post-effective amendment.
The Registrant has registered an indefinite number of securities by a prior
registration statement in accordance with Rule 24f-2 under the Investment
Company Act of 1940. Registrant filed its Rule 24f-2 Notice for the fiscal year
ended December 31, 1996, on February 25, 1997.
================================================================================
1 of 102
<PAGE> 2
CROSS REFERENCE TO ITEMS REQUIRED
BY FORM N-8B-2
N-8B-2 Item Caption in Prospectus
1........................................Nationwide Life Insurance Company
The Variable Account
2........................................Nationwide Life Insurance Company
3........................................Custodian of Assets
4........................................Distribution of The Policies
5........................................The Variable Account
6........................................Not Applicable
7........................................Not Applicable
8........................................Not Applicable
9........................................Legal Proceedings
10........................................Information About The Policies; How
The Cash Value Varies; Right to
Exchange for a Fixed Benefit Policy;
Reinstatement;
Other Policy Provisions
11........................................Investments of The Variable Account
12........................................The Variable Account
13........................................Policy Charges
Reinstatement
14........................................Underwriting and Issuance - Premium
Payments
Minimum Requirements for Issuance of a
Policy
15........................................Investments of the Variable Account;
Premium Payments
16........................................Underwriting and Issuance - Allocation
of Cash Value
17........................................Surrendering The Policy for Cash
18........................................Reinvestment
19........................................Not Applicable
20........................................Not Applicable
21........................................Policy Loans
22........................................Not Applicable
23........................................Not Applicable
24........................................Not Applicable
25........................................Nationwide Life Insurance Company
26........................................Not Applicable
27........................................Nationwide Life Insurance Company
28........................................Company Management
29........................................Company Management
30........................................Not Applicable
31........................................Not Applicable
32........................................Not Applicable
33........................................Not Applicable
34........................................Not Applicable
35........................................Nationwide Life Insurance Company
36........................................Not Applicable
37........................................Not Applicable
38........................................Distribution of The Policies
39........................................Distribution of The Policies
40........................................Not Applicable
41(a).....................................Distribution of The Policies
42........................................Not Applicable
43........................................Not Applicable
44........................................How The Cash Value Varies
45........................................Not Applicable
<PAGE> 3
N-8B-2 Item Caption in Prospectus
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
<PAGE> 4
NATIONWIDE LIFE INSURANCE COMPANY
P.O. Box 182150
Columbus, Ohio 43218-2150
(800) 547-7548, TDD (800) 238-3035
FLEXIBLE PREMIUM VARIABLE UNIVERSAL LIFE INSURANCE POLICIES
ISSUED BY THE NATIONWIDE LIFE INSURANCE COMPANY
THROUGH ITS NATIONWIDE VLI SEPARATE ACCOUNT-3
The Life Insurance Policies offered by this prospectus are variable life
insurance policies (collectively referred to as the "Policies"). The Policies
are designed to provide life insurance coverage and the flexibility to vary the
amount and frequency of premium payments. The Policies may also provide a Cash
Surrender Value if the Policy is terminated during the lifetime of the Insured.
Nationwide Life Insurance Company guarantees to keep the Policy in force during
the first three years so long as the Minimum Premium requirement has been met.
The death benefit and Cash Value of the Policies may vary to reflect the
experience of the Nationwide VLI Separate Account-3 (the "Variable Account.") or
the Fixed Account to which Cash Values are allocated.
The Policies described in this prospectus meet the definition of "Life
Insurance" under Section 7702 of the Internal Revenue Code (the "Code").
The Policy Owner may allocate Net Premiums and Cash Value to one or more of the
sub-accounts of the Variable Account and the Fixed Account. The assets of each
sub-account will be used to purchase, at net asset value, shares of a designated
Underlying Mutual Fund of the following series of the Underlying variable
account Mutual Fund options:
American Century Variable Portfolios, Inc.:
(Formerly, TCI Portfolios, Inc.)
-American Century VP Advantage (Formerly,
TCI Advantage
-American Century VP Balanced (Formerly,
TCI Balanced)
-American Century VP Capital Appreciation
(Formerly, TCI Growth)
-American Century VP International (Formerly,
TCI International)
-American Century VP Value (Formerly, TCI
Value)
Dreyfus:
-Dreyfus Stock Index Fund
-Dreyfus Socially Responsible Growth Fund
Dreyfus Variable Investment Fund:
-Growth and Income Portfolio
Fidelity Variable Insurance Products Fund:
-Equity-Income Portfolio
-Growth Portfolio
-High Income Portfolio*
-Overseas Portfolio
Fidelity Variable Insurance Products Fund II:
-Asset Manager Portfolio
-Contrafund Portfolio
Nationwide Separate Account Trust:
-Capital Appreciation Fund
-Government Bond Fund
-Money Market Fund
-Small Company Fund
-Total Return Fund
Neuberger & Berman Advisers Management Trust:
-Balanced Portfolio
-Growth Portfolio
-Limited Maturity Bond Portfolio
-Partners Portfolio
Oppenheimer Variable Account Funds:
-Bond Fund
-Global Securities Fund
-Multiple Strategies Fund
Strong Special Fund II, Inc.
Strong Variable Insurance Funds Inc.:
-Discovery Fund II, Inc.
-International Stock Fund II
Van Eck Worldwide Insurance Trust:
-Worldwide Bond Fund
-Worldwide Emerging Markets Fund
-Worldwide Hard Assets Fund
Van Kampen American Capital Life Investment Trust:
-Van Kampen American Capital Real Estate
Securities Fund
Warburg Pincus Trust
-International Equity Portfolio
-Post-Venture Capital Portfolio*
-Small Company Growth Portfolio
*The Fidelity Variable Insurance Products Fund High Income Portfolio and the
Warburg Pincus Trust - Post-Venture Capital Portfolio may invest in lower
quality debt securities commonly referred to as junk bonds.
Nationwide Life Insurance Company (the "Company") guarantees that the death
benefit for a Policy will never be less than the Specified Amount stated on the
Policy data pages as long as the Policy is in force. There is no guaranteed Cash
Surrender Value. If the Cash Surrender Value is insufficient to cover the
charges under the Policy, the Policy will lapse without value.
1
<PAGE> 5
This prospectus generally describes only that portion of the Cash Value
allocated to the Variable Account. For a brief summary of the Fixed Account
Option, see "The Fixed Account Option."
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THE PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
THIS PROSPECTUS SHOULD BE READ AND RETAINED FOR FUTURE REFERENCE. A PROSPECTUS
FOR THE UNDERLYING MUTUAL FUND OPTION(S) BEING CONSIDERED MUST ACCOMPANY THIS
PROSPECTUS AND SHOULD BE READ IN CONJUNCTION HEREWITH.
THE DATE OF THIS PROSPECTUS IS MAY 1, 1997.
2
<PAGE> 6
GLOSSARY OF 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 Variable
Account Cash Value.
Annuity Commencement Date-The date on which annuity payments are scheduled to
start. The Annuity Commencement Date is shown on the Data page of the Contract
and is subject to change by the Owner.
Beneficiary-The person to whom the Death Proceeds are paid.
Break Point Premium-The level annual premium at which the sales load is reduced
on a current basis.
Cash Value-The sum of the Policy values in the Variable Account, Fixed Account
and any associated value in the Policy Loan Account.
Cash Surrender Value-The Policy's Cash Value, less any Indebtedness under the
Policy, less any Surrender Charge.
Code-The Internal Revenue Code of 1986, as amended.
Company-The Nationwide Life Insurance Company.
Death Proceeds-Amount of money payable to the Beneficiary if the Insured dies
while the Policy is in force.
Fixed Account-An investment option which is funded by the General Account of the
Company.
General Account-All assets of the Company other than those of the Variable
Account or in other separate accounts that have been or may be established by
the Company.
Guideline Level Premium-The amount of level annual premium calculated in
accordance with the provisions of the Internal Revenue Code of 1986. It
represents the level annual premiums required to mature the Policy under
guaranteed mortality and expense charges, and an interest rate of 4%.
Home Office-The main office of the Company located in Columbus, Ohio.
Indebtedness-Amounts owed the Company as a result of policy loans including both
principal and accrued interest.
Initial Premium-The Initial Premium is the premium required for coverage to
become effective on the Policy Date. It is shown on the Policy Data Page.
Insured-The person whose life is covered by the Policy, and who is named on the
Policy Data Page.
Maturity Date-The Policy Anniversary on or following the Insured's 95th
birthday.
Minimum Premium-The Minimum Premium is shown on the Policy Data Page. It is used
to measure the total amount of premiums that must be paid during the first three
Policy Years to guarantee the Policy remains in force.
Monthly Anniversary Day-The same day as the Policy Date for each succeeding
month.
Underlying Mutual Funds-The Underlying Mutual Funds which correspond to the
sub-accounts of the Variable Account.
Net Asset Value-The worth of one share at the end of a market day or at the
close of the New York Stock Exchange. Net Asset Value is computed by adding the
value of all portfolio holdings, plus other assets, deducting liabilities and
then dividing the results by the number of shares outstanding.
Net Premiums-Net Premiums are equal to the actual premiums minus the percent of
premium charge. The percent of premium charges are shown on the Policy Data
Page.
Policy Anniversary-The same day and month as the Policy Date for succeeding
years.
Policy Charges-All deductions made from the value of the Variable Account, or
the Policy Cash Value.
Policy Date-The date the provisions of the Policy take effect, as shown on the
Policy Owner's Policy Data Page.
Policy Loan Account-The Portion of the Cash Value which results from Policy
Indebtedness.
3
<PAGE> 7
Policy Owner-The person designated in the Policy application as the Owner. In
the State of New York, the variable life insurance Policies offered by the
Company are offered as either "Certificates" for "Certificate Owners" under a
group contract or as individual Policies. The provisions of both the
Certificates and the Policies are essentially the same and references to the
provisions of Policies and rights of Policy Owners in this prospectus include
Certificates and Certificate Owners.
Policy Year-Each year commencing with the Policy Date and each Policy
Anniversary thereafter.
Scheduled Premium-The Scheduled Premium is shown on the Policy Data Page.
Specified Amount-A dollar amount used to determine the death benefit under a
Policy. It is shown on the Policy Data Page.
Surrender Charge-An amount deducted from the Cash Value if the Policy is
surrendered.
Valuation Date-Each day the New York Stock Exchange and the Company's Home
Office are open for business or any other day during which there is a sufficient
degree of trading of the Variable Account's Underlying Mutual Fund shares held
by the Variable Account, such that the current net asset value of the Variable
Account Accumulation Units might be materially affected.
Valuation Period-A period commencing with the close of a Valuation Date and
ending at the close of business for the next succeeding Valuation Date.
Variable Account-A separate investment account of the Nationwide Life Insurance
Company.
4
<PAGE> 8
TABLE OF CONTENTS
GLOSSARY OF TERMS.............................................................3
SUMMARY OF THE POLICIES.......................................................7
Variable Life Insurance..............................................7
The Variable Account and its Sub-Accounts............................7
The Fixed Account....................................................7
Deductions and Charges...............................................7
Premiums............................................................11
NATIONWIDE LIFE INSURANCE COMPANY............................................12
THE VARIABLE ACCOUNT.........................................................12
Investments of the Variable Account.................................12
American Century Variable Portfolios, Inc.,
member of the American CenturySM Investments
(Formerly TCI Portfolios, Inc.)...................................13
Dreyfus.............................................................14
Dreyfus Variable Investment Fund....................................15
Fidelity Variable Insurance Products Fund...........................15
Fidelity Variable Insurance Products Fund II........................16
Nationwide Separate Account Trust...................................16
Neuberger & Berman Advisers Management Trust........................17
Oppenheimer Variable Account Funds..................................17
Strong Special Fund II, Inc.........................................18
Strong Variable Insurance Funds, Inc................................18
Van Eck Worldwide Insurance Trust (Formerly
Van Eck Investment Trust).........................................18
Van Kampen American Capital Life Investment Trust...................19
Warburg Pincus Trust................................................19
Reinvestment........................................................20
Transfers...........................................................20
Dollar Cost Averaging...............................................20
Substitution of Securities..........................................21
Voting Rights.......................................................21
INFORMATION ABOUT THE POLICIES...............................................21
Underwriting and Issuance...........................................21
-Minimum Requirements for Issuance of a Policy......................21
-Premium Payments...................................................21
Allocation of Cash Value............................................22
Short-Term Right to Cancel Policy...................................22
POLICY CHARGES...............................................................22
Deductions from Premiums............................................22
Surrender Charges...................................................23
-Reductions to Surrender Charges....................................24
Deductions from Cash Value..........................................24
-Monthly Cost of Insurance..........................................24
-Monthly Administrative Charge......................................25
-Increase Charge....................................................25
Deductions from the Sub-Accounts....................................25
Reductions of Charges...............................................25
HOW THE CASH VALUE VARIES....................................................26
How the Investment Experience is Determined.........................26
Net Investment Factor...............................................26
Valuation of Assets.................................................26
Determining the Cash Value..........................................26
Valuation Date and Valuation Period.................................27
SURRENDERING THE POLICY FOR CASH.............................................27
Right to Surrender..................................................27
Cash Surrender Value................................................27
Partial Surrenders..................................................27
Maturity Proceeds...................................................27
Income Tax Withholding..............................................28
POLICY LOANS.................................................................28
Taking a Policy Loan................................................28
Effect on Investment Performance....................................28
5
<PAGE> 9
Interest............................................................28
Effect on Death Benefit and Cash Value..............................29
Repayment...........................................................29
HOW THE DEATH BENEFIT VARIES.................................................29
Calculation of the Death Benefit....................................29
Proceeds Payable on Death...........................................30
RIGHT TO EXCHANGE FOR A FIXED BENEFIT POLICY.................................30
CHANGES OF INVESTMENT POLICY.................................................30
GRACE PERIOD.................................................................30
-First Three Policy Years...........................................30
-Policy Years Four and After........................................30
-All Policy Years...................................................31
REINSTATEMENT................................................................31
THE FIXED ACCOUNT OPTION.....................................................31
CHANGES IN EXISTING INSURANCE COVERAGE.......................................31
Specified Amount Increases..........................................32
Specified Amount Decreases..........................................32
Changes in the Death Benefit Option.................................32
OTHER POLICY PROVISIONS......................................................32
Policy Owner........................................................32
Beneficiary.........................................................32
Assignment..........................................................33
Incontestability....................................................33
Error in Age or Sex.................................................33
Suicide.............................................................33
Nonparticipating Policies...........................................33
Riders..............................................................33
LEGAL CONSIDERATIONS.........................................................34
DISTRIBUTION OF THE POLICIES.................................................34
CUSTODIAN OF ASSETS..........................................................35
TAX MATTERS..................................................................35
Policy Proceeds.....................................................35
Federal Estate and Generation Skipping Transfer Taxes...............35
Non-Resident Aliens.................................................36
Taxation of the Company.............................................36
Tax Changes.........................................................36
THE COMPANY..................................................................37
COMPANY MANAGEMENT...........................................................38
Directors of the Company............................................38
Executive Officers of the Company...................................39
OTHER CONTRACTS ISSUED BY THE COMPANY........................................39
STATE REGULATION.............................................................39
REPORTS TO POLICY OWNERS.....................................................39
ADVERTISING..................................................................40
LEGAL PROCEEDINGS............................................................40
EXPERTS......................................................................40
REGISTRATION STATEMENT.......................................................40
LEGAL OPINIONS...............................................................40
APPENDIX 1...................................................................41
APPENDIX 2...................................................................43
PERFORMANCE TABLES...........................................................44
FINANCIAL STATEMENTS.........................................................60
THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFERING IN ANY JURISDICTION IN WHICH
SUCH OFFERING MAY NOT LAWFULLY BE MADE. NO PERSON IS AUTHORIZED TO MAKE ANY
REPRESENTATIONS IN CONNECTION WITH THIS OFFERING OTHER THAN THOSE CONTAINED IN
THIS PROSPECTUS.
6
<PAGE> 10
THE PRIMARY PURPOSE OF THE POLICIES IS TO PROVIDE LIFE INSURANCE PROTECTION FOR
THE BENEFICIARY NAMED IN THE POLICY. NO CLAIM IS MADE THAT THE POLICIES ARE IN
ANY WAY SIMILAR OR COMPARABLE TO A SYSTEMATIC INVESTMENT PLAN OF A MUTUAL FUND.
SUMMARY OF THE POLICIES
Variable Life Insurance
The variable life insurance Policies offered by Nationwide Life Insurance
Company (the "Company") are similar in many ways to fixed-benefit whole life
insurance. As with fixed-benefit whole life insurance, the Owner of the Policy
pays a premium for life insurance coverage on the person insured. Also like
fixed-benefit whole life insurance, the Policies may provide for a Cash
Surrender Value which is payable if the Policy is terminated during the
Insured's lifetime. As with fixed-benefit whole life insurance, the Cash
Surrender Value during the early Policy years may be substantially lower than
the premiums paid.
However, the Policies differ from fixed-benefit whole life insurance in several
respects. Unlike fixed-benefit whole life insurance, the death benefit and Cash
Value of the Policies may increase or decrease to reflect the investment
performance of the Variable Account sub-accounts or the Fixed Account to which
Cash Values are allocated (see "How the Death Benefit Varies"). There is no
guaranteed Cash Surrender Value (see "How the Cash Value Varies"). If the Cash
Surrender Value is insufficient to pay the Policy Charges, the Policy will lapse
without value. Nationwide Life Insurance Company guarantees to keep the Policy
in force during the first three years so long as certain requirements are met
(see "Underwriting and Issuance").
Under certain conditions, a Policy may be issued as or become a modified
endowment contract (MEC) as a result of a material change or a reduction in
benefits as defined by the Internal Revenue Code ("Code"). Excess premiums paid
may also cause the Policy to become a modified endowment contract, since the tax
treatment of certain distributions varies between MECs and non-MECs. The Company
will monitor premiums paid and other policy transactions and will notify the
Policy Owner when the Policy is about to become a non-modified endowment
contract (see "Tax Matters").
The Variable Account and its Sub-Accounts
The Company places the Policy's Net Premiums in the Variable Account or the
Fixed Account at the time the Policy is issued. The Policy Owner chooses the
sub-accounts of the Variable Account or the Fixed Account into which the Cash
Value will be allocated (see "Allocation of Cash Value"). During the free look
period, however, the Cash Value is allocated to the Nationwide Separate Account
Trust ("NSAT") - Money Market Fund or the Fixed Account. For more information on
the short term right to cancel this policy, please see "Short Term Right to
Cancel Policy". Assets of each sub-account are invested at net asset value in
shares of a corresponding Underlying Mutual Fund options. For a description of
the Underlying Mutual Fund options and their investment objectives, see
"Investments of the Variable Account."
The Fixed Account
The Fixed Account is funded by the assets of the Company's General Account. Cash
Values allocated to the Fixed Account are credited with interest daily at a rate
declared by the Company. The interest rate declared is at the Company's sole
discretion, but may never be less than an effective annual rate of 4%.
Deductions and Charges
The Company deducts certain charges from the assets of the Variable Account and
the Cash Value of the Policy. These charges are made for administrative and
sales expenses, state premium taxes, providing life insurance protection and
assuming the mortality and expense risks. For a discussion of any charges
imposed by the Underlying Mutual Fund options, see the prospectuses of the
respective Underlying Mutual Fund options.
The Company deducts a sales load from each premium payment received not to
exceed 3.5% of each premium payment. On a current basis, the sales load is
reduced to 1.5% on any portion of the annual premium paid in excess of the
annual Break Point Premium. The total sales load actually deducted from any
Policy will be equal to the sum of this front-end load plus any sales surrender
charge that may be deducted from Policies that are surrendered.
A charge for state premium taxes equal to 2.5% of all premium payments is also
deducted by the Company.
7
<PAGE> 11
The Company deducts the following charges from the Policy's Cash Value on the
Policy Date and each subsequent Monthly Anniversary Day:
1. monthly cost of insurance; plus
2. monthly cost of any additional benefits provided by riders to the
Policy; plus
3. an administrative expense charge. This charge is $12.50 per month in
the first year and $5 per month in renewal years. The charge in
renewal years may be increased at the sole discretion of the Company
but may not exceed $25 per month in the first year and $7.50 per
month in renewal years; plus
4. an increase charge per $1000 applied to any increase in the
Specified Amount. The increase charge is $2.04 per year per $1000
and is shown on the Policy data page. This charge is designed to
cover the costs associated with increasing the Specified Amount (see
"Policy Charges"). This charge will be deducted on each Monthly
Anniversary Day for the first 12 months after the increase becomes
effective.
The Company deducts on a daily basis from the assets of the Variable Account a
charge to provide for mortality and expense risks. This charge is equivalent to
an annual effective rate of 0.80% of the daily net assets of the Variable
Account. On each Policy Anniversary beginning with the 10th, the mortality and
expense risk charge is reduced to 0.50% on an annual basis of the daily net
assets of the Variable account, provided the Cash Surrender Value is $25,000 or
more on such anniversary. (For policies issued in New York, such reduction
occurs regardless of the amount of cash surrender value on such anniversary.
For Policies which are surrendered during the first nine Policy Years, the
Company deducts a Surrender Charge. This Surrender Charge is comprised of an
Underwriting Surrender Charge and a Sales Surrender Charge. The maximum initial
Surrender Charge varies by issue age, sex, Specified Amount and underwriting
classification and is calculated based on the initial Specified Amount. The
following table illustrates the maximum initial Surrender Charge per $1,000 of
initial Specified Amount for Policies which are issued on a Standard basis (see
Appendix 1 for specific examples).
Initial Specified Amount $50,000-$99,999
Issue Male Female Male Female
Age Non-Tobacco Non-Tobacco Standard Standard
--- ----------- ----------- -------- --------
25 $7.776 $7.521 $8.369 $7.818
35 8.817 8.398 9.811 8.891
45 12.191 11.396 13.887 12.169
55 15.636 14.011 18.415 15.116
65 22.295 19.086 26.577 20.641
Initial Specified Amount $100,000+
Issue Male Female Male Female
Age Non-Tobacco Non-Tobacco Standard Standard
--- ----------- ----------- -------- --------
25 $5.776 $5.521 $6.369 $5.818
35 6.817 6.398 7.811 6.891
45 9.691 8.896 11.387 9.669
55 13.136 11.511 15.915 12.616
65 21.295 18.086 25.577 19.641
Underlying Mutual Fund shares are purchased at net asset value, which reflects
the deduction of investment management fees and certain other expenses. The
management fees are charged by each Underlying Mutual Fund's investment adviser
for managing the Underlying Mutual Fund and selecting their portfolio of
securities. Other Underlying Mutual Fund expenses can include such items as
interest expense on loans and contracts with transfer agents, custodians, and
other companies that provide services to the Underlying Mutual Fund. The
management fees and other expenses for each Underlying Mutual Fund for its most
recently completed fiscal year, expressed as a percentage of the Underlying
Mutual Fund's average assets are as follows:
8
<PAGE> 12
UNDERLYING MUTUAL FUND ANNUAL EXPENSES
(After Expense Reimbursement - If Applicable)
================================================================================
Management Other Total
Fees Expenses Expenses
- --------------------------------------------------------------------------------
American Century Variable Portofolio's, Inc. 1.00% 0.00% 1.00%
-American Century VP Advantage
- --------------------------------------------------------------------------------
American Century Variable Portofolio's, Inc. 1.00% 0.00% 1.00%
-American Century VP Balanced
- --------------------------------------------------------------------------------
American Century Variable Portofolio's, Inc. 1.00% 0.00% 1.00%
-American Century VP Capital Appreciation
- --------------------------------------------------------------------------------
American Century Variable Portofolio's, Inc. 1.50% 0.00% 1.50%
-American Century VP International
- --------------------------------------------------------------------------------
American Century Variable Portfolio's, Inc. 1.00% 0.00% 1.00%
-American Century VP Value
- --------------------------------------------------------------------------------
Dreyfus Socially Responsible Growth Fund 0.72% 0.24% 0.96%
- --------------------------------------------------------------------------------
Dreyfus Stock Index Fund 0.25% 0.05% 0.30%
- --------------------------------------------------------------------------------
Dreyfus Variable Investment Fund 0.75% 0.08% 0.83%
-Growth and Income Portfolio
- --------------------------------------------------------------------------------
Fidelity Variable Insurance Products Fund 0.51% 0.07% 0.58%
- Equity Income Portfolio
- --------------------------------------------------------------------------------
Fidelity Variable Insurance Products Fund 0.61% 0.08% 0.69%
- Growth Portfolio
- --------------------------------------------------------------------------------
Fidelity Variable Insurance Products Fund 0.59% 0.12% 0.71%
- High Income Portfolio
- --------------------------------------------------------------------------------
Fidelity Variable Insurance Products Fund 0.76% 0.17% 0.93%
- Overseas Portfolio
- --------------------------------------------------------------------------------
Fidelity Variable Insurance Products Fund II 0.64% 0.10% 0.74%
- Asset Manager Portfolio
- --------------------------------------------------------------------------------
Fidelity Variable Insurance Products Fund II 0.61% 0.13% 0.74%
- Contrafund Portfolio
- --------------------------------------------------------------------------------
Nationwide Separate Account Trust 0.50% 0.02% 0.52%
- Capital Appreciation Fund
- --------------------------------------------------------------------------------
Nationwide Separate Account Trust 0.50% 0.01% 0.51%
- Government Bond Fund
- --------------------------------------------------------------------------------
Nationwide Separate Account Trust 0.50% 0.03% 0.53%
- Money Market Fund
- --------------------------------------------------------------------------------
Nationwide Separate Account Trust 1.00% 0.10% 1.10%
- Small Company Fund
- --------------------------------------------------------------------------------
Nationwide Separate Account Trust 0.50% 0.02% 0.52%
- Total Return Fund
- --------------------------------------------------------------------------------
Neuberger & Berman Advisers Management Trust 0.85% 0.23% 1.08%
- Balanced Portfolio
- --------------------------------------------------------------------------------
Neuberger & Berman Advisers Management Trust 0.83% 0.09% 0.92%
- Growth Portfolio
- --------------------------------------------------------------------------------
Neuberger & Berman Advisers Management Trust 0.65% 0.13% 0.78%
- Limited Maturity Bond Portfolio
- --------------------------------------------------------------------------------
Neuberger & Berman Advisers Management Trust 0.84% 0.11% 0.95%
- Partners Portfolio
- --------------------------------------------------------------------------------
Oppenheimer Variable Account Funds 0.74% 0.04% 0.78%
- Bond Fund
- --------------------------------------------------------------------------------
Oppenheimer Variable Account Funds 0.73% 0.08% 0.81%
- Global Securities Fund
- --------------------------------------------------------------------------------
Oppenheimer Variable Account Funds 0.73% 0.04% 0.77%
- Multiple Strategies Fund
- --------------------------------------------------------------------------------
Strong Special Fund II, Inc. 1.00% 0.17% 1.17%
- --------------------------------------------------------------------------------
Strong Variable Insurance Funds, Inc. 1.00% 0.22% 1.22%
- Discovery Fund II, Inc.
- --------------------------------------------------------------------------------
Strong Variable Insurance Funds, Inc. 1.00% 0.59% 1.59%
- International Stock Fund II
- --------------------------------------------------------------------------------
Van Eck Worldwide Insurance Trust 1.00% 0.08% 1.08%
- Worldwide Bond Fund
- --------------------------------------------------------------------------------
Van Eck Worldwide Insurance Trust 1.00% 0.00% 1.00%
- Worldwide Emerging Markets Fund
- --------------------------------------------------------------------------------
Van Eck Worldwide Insurance Trust 1.00% 0.08% 1.08%
- Worldwide Hard Assets Fund
- --------------------------------------------------------------------------------
Van Kampen American Capital Life 0.83% 0.27% 1.10%
Investment Trust - Van Kampen
American Capital Real Estate
Securities Fund
- --------------------------------------------------------------------------------
Warburg Pincus Trust - International 0.96% 0.40% 1.36%
Equity Portfolio
- --------------------------------------------------------------------------------
Warburg Pincus Trust - Post-Venture 0.62% 0.78% 1.40%
Capital Portfolio*
- --------------------------------------------------------------------------------
Warburg Pincus Trust - Small Company 0.90% 0.26% 1.16%
Growth Portfolio
================================================================================
The Mutual Fund expenses shown above are assessed at the Underlying Mutual Fund
level and are not direct charges against the Variable Account or reductions in
Cash Value. These Underlying Mutual Fund expenses are taken into consideration
in computing each Underlying Mutual Fund's net asset value, which is the share
price used to calculate the Variable Account's unit value. None of the above
Underlying Mutual Funds are subject to 12(b)(1) fees. The following Underlying
Mutual Funds are subject to fee waivers or expense reimbursement arrangements:
9
<PAGE> 13
- --------------------------------------------------------------------------------
FUND EXPENSES WITHOUT REIMBURSEMENT OR WAIVER
- --------------------------------------------------------------------------------
American Century Variable Absent a waiver of fees by the investment
Portfolio's , Inc. - American adviser and Portfolios co-administrator,
Century VP Value Management Fees for the Portfolio would
equal 1.25%. Other expenses would equal
.81%; Total Portfolio Operating Expenses
would have been 2.06%.
- --------------------------------------------------------------------------------
Dreyfus Stock Index Fund In the event that aggregate expenses of the
Fund exceed .40 of 1% of the value of the
Fund's average net assets for the fiscal
year, the Fund may deduct from the payment
to be made to Dreyfus, or Dreyfus will bear,
such excess expense. In addition, the Fund
may waive receipt of its fees and/or
voluntarily assume certain expenses of the
Fund, which would have the effect of
lowering the overall expense ratio of the
Fund.
- --------------------------------------------------------------------------------
Dreyfus Socially Responsible In the event that aggregate expenses of the
Growth Fund Fund exceed .40 of 1% of the value of the
Fund's average net assets for the fiscal
year, the Fund may deduct from the payment
to be made to Dreyfus, or Dreyfus will bear,
such excess expense. In addition, the Fund
may waive receipt of its fees and/or
voluntarily assume certain expenses of the
Fund, which would have the effect of
lowering the overall expense ratio of the
Fund.
- --------------------------------------------------------------------------------
Fidelity Variable Insurance The Fund may, from time to time, agree to
Products Fund - Equity-Income reimburse a fund for management fees and
Portfolio other expenses above a specified limit. The
Fund retains the ability to be repaid if
expenses fall below the specified limit
prior to the end of the fiscal year.
Reimbursement arrangements, which may be
terminated at any time, can decrease the
Fund's expense and boost its performance.
- --------------------------------------------------------------------------------
Fidelity Variable Insurance The Fund may, from time to time, agree to
Products Fund - Growth Portfolio reimburse a fund for management fees and
other expenses above a specified limit. The
Fund retains the ability to be repaid if
expenses fall below the specified limit
prior to the end of the fiscal year.
Reimbursement arrangements, which may be
terminated at any time, can decrease the
Fund's expense and boost its performance.
- --------------------------------------------------------------------------------
Fidelity Variable Insurance The Fund may, from time to time, agree to
Products Fund - High-Income reimburse a fund for management fees and
Portfolio other expenses above a specified limit. The
Fund retains the ability to be repaid if
expenses fall below the specified limit
prior to the end of the fiscal year.
Reimbursement arrangements, which may be
terminated at any time, can decrease the
Fund's expense and boost its performance.
- --------------------------------------------------------------------------------
Fidelity Variable Insurance The Fund may, from time to time, agree to
Products Fund - Overseas reimburse a fund for management fees and
Portfolio other expenses above a specified limit. The
Fund retains the ability to be repaid if
expenses fall below the specified limit
prior to the end of the fiscal year.
Reimbursement arrangements, which may be
terminated at any time, can decrease the
Fund's expense and boost its performance.
- --------------------------------------------------------------------------------
Fidelity Variable Insurance The Fund may, from time to time, agree to
Products Fund II - Asset Manager reimburse a fund for management fees and
Portfolio other expenses above a specified limit. The
Fund retains the ability to be repaid if
expenses fall below the specified limit
prior to the end of the fiscal year.
Reimbursement arrangements, which may be
terminated at any time, can decrease the
Fund's expense and boost its performance.
- --------------------------------------------------------------------------------
Fidelity Variable Insurance The Fund may, from time to time, agree to
Products Fund II - Contrafund reimburse a fund for management fees and
Portfolio other expenses above a specified limit. The
Fund retains the ability to be repaid if
expenses fall below the specified limit
prior to the end of the fiscal year.
Reimbursement arrangements, which may be
terminated at any time, can decrease the
Fund's expense and boost its performance.
- --------------------------------------------------------------------------------
Neuberger & Berman Advisers The Fund manager will limit expenses by
Management Trust - Balanced reimbursing the Portfolio for its operating
Portfolio expenses and its pro rata share of operating
expenses, that exceed 1% of the Fund's
average daily net asset value.
- --------------------------------------------------------------------------------
Neuberger & Berman Advisers The Fund manager will limit expenses by
Management Trust - Growth reimbursing the Portfolio for its operating
Portfolio expenses and its pro rata share of operating
expenses, that exceed 1% of the Fund's
average daily net asset value.
- --------------------------------------------------------------------------------
Neuberger & Berman Advisers The Fund manager will limit expenses by
Management Trust - Limited reimbursing the Portfolio for its operating
Maturity Bond Portfolio expenses and its pro rata share of operating
expenses, that exceed 1% of the Fund's
average daily net asset value.
- --------------------------------------------------------------------------------
Neuberger & Berman Advisers The Fund manager will limit expenses by
Management Trust - Partners reimbursing the Portfolio for its operating
Portfolio expenses and its pro rata share of operating
expenses, that exceed 1% of the Fund's
average daily net asset value.
- --------------------------------------------------------------------------------
10
<PAGE> 14
- --------------------------------------------------------------------------------
FUND EXPENSES WITHOUT REIMBURSEMENT OR WAIVER
- --------------------------------------------------------------------------------
Strong Variable Insurance Funds, The Fund Advisor may voluntarily waive all
Inc. - Discovery Fund II, Inc. or a portion of its management fee and/or
absorb certain expenses for the Fund without
further notification of the commencement or
termination of any such waiver or
absorption. Any such waiver or absorption
will have the effect of lowering the overall
expense ratio of the Fund and increasing the
Fund's return to investors at the time such
amounts were waived and/or absorbed.
- --------------------------------------------------------------------------------
Strong Variable Insurance Funds, The Fund Advisor may voluntarily waive all
Inc. - International Stock or a portion of its management fee and/or
Fund II absorb certain expenses for the Fund without
further notification of the commencement or
termination of any such waiver or
absorption. Any such waiver or absorption
will have the effect of lowering the overall
expense ratio of the Fund and increasing the
Fund's return to investors at the time such
amounts were waived and/or absorbed.
- --------------------------------------------------------------------------------
Strong Special Fund II, Inc. The Fund Advisor may voluntarily waive all
or a portion of its management fee and/or
absorb certain expenses for the Fund without
further notification of the commencement or
termination of any such waiver or
absorption. Any such waiver or absorption
will have the effect of lowering the overall
expense ratio of the Fund and increasing the
Fund's return to investors at the time such
amounts were waived and/or absorbed.
- --------------------------------------------------------------------------------
Van Kampen American Capital Life The Trust reimburses the Adviser for the
Investment Trust - Real cost of the Fund's accounting services.
Estate Securities Fund Further, the Adviser and the Subadviser may,
from time to time, agree to waive their
respective investment advisory fees or any
portion thereof or elect to reimburse the
Fund for ordinary business expenses in
excess of an agreed upon amount.
- --------------------------------------------------------------------------------
Warburg Pincus Trust - The Management Fees, Other Expenses and
International Equity Portfolio Total Portfolio Operating Expenses are net
of any fee waivers or expense
reimbursements. Without such waivers or
reimbursements, Management Fees would have
equaled 1.00%, Other Expenses would have
equaled 1.21% and total Portfolio Operating
Expenses would have equaled 2.21%. The
Fund's investment adviser had undertaken to
reduce or otherwise limit Total Portfolio
Operating Expenses; there is no assurance
that these undertakings will continue.
- --------------------------------------------------------------------------------
Warburg Pincus Trust - Small The Management Fees, Other Expenses and
Company Growth Portfolio Total Portfolio Operating Expenses are net
of any fee waivers or expense
reimbursements. Without such waivers or
reimbursements, Management Fees would have
equaled .90%, Other Expenses would have
equaled .60% and total Portfolio Operating
Expenses would have equaled 1.50%. The
Fund's investment adviser had undertaken to
reduce or otherwise limit Total Portfolio
Operating Expenses; there is no assurance
that these undertakings will continue.
- --------------------------------------------------------------------------------
The information relating to the Underlying Mutual Fund expenses was provided by
the Underlying Mutual Fund and was not independently verified by the Company.
Premiums
The minimum Initial Premium for which a Policy may be issued is equal to three
minimum monthly premiums. A Policy may be issued to an Insured up to age 80.
For a limited time, the Policy Owner has a right to cancel the Policy and
receive a full refund of premiums paid (see "Short-Term Right to Cancel
Policy").
The Initial Premium is due on the Policy Date. It will be credited on the Policy
Date. Any due and unpaid monthly deductions will be subtracted from the Cash
Value at this time. Insurance will not be effective until the Initial Premium is
paid. The Initial Premium is shown on the Policy data page.
Premiums, other than the Initial Premium may be made at any time while your
Policy is in force subject to the limits described below. During the first three
Policy Years, the total premium payments less any Policy Indebtedness, less any
partial surrenders, and less any partial surrender fee must be greater than or
equal to the Minimum Premium requirement in order to guarantee the Policy remain
in force. The Minimum Premium requirement is equal to the monthly Minimum
Premium multiplied by the number of completed policy months. The monthly Minimum
Premium is shown on the Policy data page.
We will send Scheduled Premium payment reminder notices to you. We will send
them according to the premium mode shown on the Policy data page.
You may pay the Initial Premium to us at our Home Office or to an authorized
agent. All premiums after the first are payable at our Home Office. Premium
receipts will be furnished upon request.
11
<PAGE> 15
Each premium must be at least equal to the monthly Minimum Premium. The Company
reserves the right to require satisfactory evidence of insurability before
accepting any additional premium payment which results in any increase in the
net amount at risk. Also, we will refund any portion of any premium payment
which is determined to be in excess of the premium limit established by law to
qualify your Policy as a contract for life insurance. Where permitted by state
law, we may also require that any existing Policy Indebtedness is repaid prior
to accepting any additional premium payments.
NATIONWIDE LIFE INSURANCE COMPANY
The Company is a stock life insurance company organized under the laws of the
State of Ohio in March, 1929. The Company is a member of the Nationwide
Insurance Enterprise which includes Nationwide Mutual Insurance Company,
Nationwide Mutual Fire Insurance Company, Nationwide Life and Annuity Insurance
Company, Nationwide Property and Casualty Company, National Casualty Company,
West Coast Life Insurance Company, Scottsdale Indemnity Company, Nationwide
Indemnity Company and Nationwide General Insurance Company. The Company's Home
Office is at One Nationwide Plaza, Columbus, Ohio 43215.
The Company offers a complete line of life insurance, including annuities and
accident and health insurance. It is admitted to do business in all states, the
District of Columbia, and Puerto Rico (for additional information, see "The
Company").
THE VARIABLE ACCOUNT
The Variable Account was established by a resolution of the Company's Board of
Directors, on August 8, 1984, pursuant to the provisions of Ohio law. The
Company has caused the Variable Account to be registered with the Securities and
Exchange Commission as a unit investment trust pursuant to the provisions of the
Investment Company Act of 1940. Nationwide Life Insurance Company, One
Nationwide Plaza, Columbus, Ohio 43215 serves as trustee for the trust.
Nationwide Advisory Services, Inc., One Nationwide Plaza, Columbus, Ohio 43215
serves as principal underwriter for the trust. Such registration does not
involve supervision of the management of the Variable Account or the Company by
the Securities and Exchange Commission.
The Variable Account is a separate investment account of the Company and as
such, is not chargeable with the liabilities arising out of any other business
the Company may conduct. The Company does not guarantee the investment
performance of the Variable Account. The death benefit and Cash Value under the
Policy may vary with the investment performance of the investments in the
Variable Account (see "How the Death Benefit Varies" and "How the Cash Value
Varies").
Net Premium payments and Cash Value are allocated within the Variable Account
among one or more sub-accounts (see "Tax Matters"). The assets of each
sub-account are used to purchase shares of the Underlying Mutual Funds
designated by the Policy Owner. Thus, the investment performance of a Policy
depends upon the investment performance of the Underlying Mutual Funds
designated by the Policy Owner.
Investments of the Variable Account
At the time of application, the Policy Owner elects to have the Net Premiums
allocated among one or more of the Variable Account sub-accounts and the Fixed
Account (see "Allocation of Cash Value"). During the period in which the Policy
Owner may exercise his or her short-term right to cancel the Policy, all Net
Premiums not allocated to the Fixed Account are placed in the NSAT Money Market
Fund sub-account. At the end of this period, the Cash Value in that sub-account
will be transferred to the Variable Account sub-accounts based on the Fund
allocation factors. Any subsequent Net Premiums received after this period will
be allocated based on the Underlying Mutual Fund allocation factors.
No less than 5% of Net Premiums may be allocated to any one sub-account or the
Fixed Account. The Policy Owner may change the allocation of Net Premiums or may
transfer Cash Value from one sub-account to another, subject to such terms and
conditions as may be imposed by each Underlying Mutual Fund option and as set
forth in this prospectus (see "Transfers", "Allocation of Cash Value" and
"Short-Term Right to Cancel Policy"). Additional Premium Payments, upon
acceptance, will be allocated to the NSAT Money Market Fund unless the Policy
Owner specifies otherwise (see "Premium Payments").
These Underlying Mutual Fund options are available only to serve as the
Underlying investment for variable annuity and variable life contracts issued
through separate accounts of the life insurance companies which may or may not
be affiliated, also known as "mixed and shared funding." There are certain risks
associated with mixed and shared funding, which is disclosed in the Underlying
Mutual Funds' prospectuses. A full description of the Underlying Mutual Fund
options, their investment policies and restrictions, risks and charges are
contained in the prospectuses of the respective Underlying Mutual Funds.
12
<PAGE> 16
Each of the Underlying Mutual Fund options receives investment advice from a
registered investment adviser:
1. American Century Variable Portfolios, Inc., managed by Investors
Research Corporation, an affiliate of American CenturySM Companies,
Inc.;
2. Dreyfus Socially Responsible Growth Fund, managed by The Dreyfus
Corporation;
3. Dreyfus Stock Index Fund, managed by The 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 Advisory
Services, Inc.;
7. Neuberger & Berman Advisers Management Trust, managed by Neuberger &
Berman Management Incorporated;
8. Oppenheimer Variable Account Funds, managed by Oppenheimer
Management Corporation;
9. Strong Special Fund II, Inc., managed by Strong Capital Management,
Inc.;
10. Strong Variable Insurance Funds, Inc., managed by Strong Capital
Management, Inc.;
11. Van Eck Worldwide Insurance Trust, managed by Van Eck Associates
Corporation;
12. Van Kampen American Capital Life Investment Trust, managed by Van
Kampen American Capital Management, Inc.; and
13. Warburg Pincus Trust, managed by Warburg Pincus Counsellors, Inc.
A summary of investment objectives is contained in the description of each
Underlying Mutual Fund option below. More detailed information may be found in
the current prospectus for each Underlying Mutual Fund option. A prospectus for
the Underlying Mutual Fund option(s) being considered must accompany this
prospectus and should be read in conjunction herewith.
American Century Variable Portfolios, Inc., an affiliate of American CenturySM
Companies, Inc.
American Century Variable Portfolios, Inc., (formerly 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. An
affiliate of American CenturySM Companies, Inc., American Century Variable
Portfolios is managed by Investors Research Corporation.
- American Century VP Advantage (Formerly, TCI 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: (1) 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; (2) 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 (3) 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 (Formerly, 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
management to have better-than-average prospects for appreciation and
approximately 40% in fixed income securities. There can be no assurance
that the Fund will achieve its investment objective.
13
<PAGE> 17
- American Century VP Capital Appreciation (Formerly, 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.
- American Century VP International (Formerly, 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.
- American Century VP Value
Investment Objective: The investment objective of the Fund is long-term
capital growth; income is a secondary objective. Under normal market
conditions, the Fund expects to invest at least 80% of the value of its
total asset in equity securities, including common and preferred stock,
convertible preferred stock and convertible debt obligations. The equity
securities in which the Fund will invest will be primarily securities of
well-established companies with intermediate-to-large market
capitalizations that are believed by management to be undervalued at the
time of purchase.
(Although the Statement of Additional Information concerning American Century
Variable Portfolios, Inc. refers to redemptions of securities in kind under
certain conditions, all surrendering or redeeming Contract Owners will receive
cash from the Company.)
Dreyfus
Dreyfus Socially Responsible Growth Fund, Inc.
Dreyfus Socially Responsible Growth Fund, Inc. is an open-end,
diversified, management investment company. It was incorporated under
Maryland law on July 20, 1992, and commenced operations on October 7,
1993. The Dreyfus Corporation serves as the Fund's investment advisor. NCM
Capital Management Group, Inc. serves as the Fund's sub-investment adviser
and provides day-to-day management of the Fund's portfolio.
Investment Objective: The Fund's primary goal is to provide capital growth
through equity investment in companies that, in the opinion of the Fund's
management, not only meet traditional investment standards, but which also
show evidence that they conduct their business in a manner that
contributes to the enhancement of the quality of life in America. Current
income is secondary to the primary goal.
- Dreyfus Stock Index Fund
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. The Dreyfus
Corporation ("Dreyfus") serves as the Fund's manager with Mellon Equity.
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.
14
<PAGE> 18
Dreyfus Variable Investment Fund
Dreyfus Variable Investment Fund (the "Fund") is an open-end, management
investment company. It was organized as an unincorporated business trust under
the laws of the Commonwealth of Massachusetts on October 29,1986 and commenced
operations August 31, 1990. The Dreyfus Corporation ("Dreyfus") serves as the
Fund's manager. Dreyfus is a wholly-owned subsidiary of Mellon Bank, N.A., which
is a wholly-owned subsidiary of Mellon Bank Corporation.
- Growth and Income Portfolio
Investment Objective: To provide long-term capital growth, current income
and growth of income, consistent with reasonable investment risk. The
Portfolio invests in equity securities, debt securities and money market
instruments of domestic and foreign issuers. The proportion of the
Portfolio's assets invested in each type of security will vary from time
to time in accordance with Dreyfus' assessment of economic conditions and
investment opportunities. In purchasing equity securities, Dreyfus will
invest in common stocks, preferred stocks and securities convertible into
common stocks, particularly those which offer opportunities for capital
appreciation and growth of earnings, while paying current dividends. The
Portfolio will generally invest in investment-grade debt obligations,
except that it may invest up to 35% of the value of its net assets in
convertible debt securities rated not lower than Caa by Moody's Investor
Service, Inc. or CCC by Standard & Poor's Ratings Group, Fitch Investors
Service, L.P. or Duff & Phelps Credit Rating Co., or if unrated, deemed to
be of comparable quality by Dreyfus. These securities are considered to
have predominantly speculative characteristics with respect to capacity to
pay interest and repay principal and are considered to be of poor
standing. See "Investment Considerations and Risks-Lower Rated Securities"
in the Portfolio's prospectuses.
Fidelity Variable Insurance Products Fund
Fidelity Variable Insurance Products Fund is an open-end, diversified management
investment company organized as a Massachusetts business trust on November 13,
1981. The Fund's shares are purchased by insurance companies to fund benefits
under variable insurance and annuity policies. Fidelity Management & Research
Company ('FMR') is the Fund's manager.
- Equity-Income Portfolio
Investment Objective: To seek reasonable income by investing primarily in
income-producing equity securities. In choosing these securities FMR also
will consider the potential for capital appreciation. The Portfolio's goal
is to achieve a yield which exceeds the composite yield on the securities
comprising the Standard & Poor's 500 Composite Stock Price Index.
- Growth Portfolio
Investment Objective: Seeks to achieve capital appreciation. This
Portfolio will invest in the securities of both well-known and established
companies, and smaller, less well-known companies which may have a narrow
product line or whose securities are thinly traded. These latter
securities will often involve greater risk than may be found in the
ordinary investment security. FMR's analysis and expertise plays an
integral role in the selection of securities and, therefore, the
performance of the Portfolio. Many securities which FMR believes would
have the greatest potential may be regarded as speculative, and investment
in the Portfolio may involve greater risk than is inherent in other mutual
funds. It is also important to point out that the Portfolio makes most
sense for you if you can afford to ride out changes in the stock market,
because it invests primarily in common stocks. FMR also can make temporary
investments in securities such as investment-grade bonds, high-quality
preferred stocks and short-term notes, for defensive purposes when it
believes market conditions warrant.
- High Income Portfolio
Investment Objective: Seeks to obtain a high level of current income by
investing primarily in high-risk, high-yielding, lower-rated, fixed-income
securities, while also considering growth of capital. The portfolio's
manager will seek high current income normally by investing the
Portfolio's assets as follows:
- at least 65% in income-producing debt securities and preferred
stocks, including convertible securities, zero coupon securities,
and mortgage-backed and asset-backed securities.
- up to 20% in common stocks and other equity securities when
consistent with the Portfolio's primary objective or acquired as
part of a unit combining fixed-income and equity securities.
15
<PAGE> 19
Higher yields are usually available on securities that are lower-rated or that
are unrated. Lower-rated securities are usually defined as Ba or lower by
Moody's; BB or lower by Standard & Poor's and may be deemed to be of a
speculative nature. The Portfolio may also purchase lower-quality bonds such as
those rated Ca3 by Moody's or C- by Standard & Poor's which provide poor
protection for payment of principal and interest (commonly referred to as "junk
bonds"). For a further discussion of lower-rated securities, please see the
"Risks of Lower-Rated Debt Securities" section of the Portfolio's prospectus.
- Overseas Portfolio
Investment Objective: To seek long term growth of capital primarily
through investments in foreign securities. The Overseas Portfolio provides
a means for investors to diversify their own portfolios by participating
in companies and economics outside of the United States.
Fidelity Variable Insurance Products Fund II
Fidelity Variable Insurance Products Fund II is an open-end, diversified
management investment company organized as a Massachusetts business trust on
March 21, 1988. The Fund's shares are purchased by insurance companies to fund
benefits under variable insurance and annuity policies. FMR is the Fund's
manager.
- Asset Manager Portfolio
Investment Objective: To seek to obtain high total return with reduced
risk over the long-term by allocating its assets among domestic and
foreign stocks, bonds and short-term fixed income instruments.
- Contrafund Portfolio
Investment Objective: To seek capital appreciation by investing primarily
in companies that the Fund manager believes to be undervalued due to an
overly pessimistic appraisal by the public. This strategy can lead to
investments in domestic or foreign companies, small and large, many of
which may not be well known. The Fund primarily invests in common stock
and securities convertible into common stock, but it has the flexibility
to invest in any type of security that may produce capital appreciation.
Nationwide Separate Account Trust
Nationwide Separate Account Trust (the "Trust") is a diversified open-end
management investment company organized under the laws of Massachusetts, by a
Declaration of Trust. The Trust offers shares in the five separate Mutual Funds
listed below, each with its own investment objective. Currently, shares of the
Trust will be sold only to life insurance company separate accounts to fund the
benefits under variable life insurance policies or variable annuity contracts
issued by life insurance companies. The assets of the Trust are managed by
Nationwide Advisory Services, Inc., One Nationwide Plaza, Columbus, Ohio 43215,
a wholly-owned subsidiary of Nationwide Life Insurance Company.
- Capital Appreciation Fund
Investment Objective: The Fund is designed for investors who are
interested in long-term growth. The Fund seeks to meet its objective
primarily through a diversified portfolio of the common stock of companies
which the investment manager determines have a better-than-average
potential for sustained capital growth over the long term.
- Government Bond Fund
Investment Objective: To provide as high a level of income as is
consistent with capital preservation through investing primarily in bonds
and securities issued or backed by the U.S. Government, its agencies or
instrumentalities.
- Money Market Fund
Investment Objective: To seek as high a level of current income as is
considered consistent with the preservation of capital and liquidity by
investing primarily in money market instruments.
- Small Company Fund
Investment Objective: The Fund seeks long-term growth of capital by
investing primarily in equity securities of domestic and foreign companies
with market capitalizations of less than $1 billion at the time of
purchase. Nationwide Advisory Services, Inc. ("NAS"), the Fund's adviser,
has employed a group of sub-advisers, each of which will manage a portion
of the Fund's portfolio. These sub-advisers are the The Dreyfus
Corporation, Neuberger & Berman, L.P., Pictet International Management
Limited, Van Eck Associates Corporation, Strong Capital Management, Inc.
and Warburg, Pincus Counsellors, Inc. The sub-advisers were chosen because
they utilize a number of different investment styles when investing in
small company stocks. By utilizing a number of investment styles, NAS
hopes to increase prospects for investment return and to reduce market
risk and volatility.
16
<PAGE> 20
- Total Return Fund
Investment Objective: To obtain a reasonable long-term total return (i.e.,
earnings growth plus potential dividend yield) on invested capital from a
flexible combination of current return and capital gains through
investments in common stocks, convertible issues, money market instruments
and bonds with a primary emphasis on common stocks.
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.
- 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
- 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. The Portfolio invests in securities which are at least
investment grade and does not invest in junk bonds.
- Partners Portfolio
Investment Objective: To seek capital growth. This Portfolio will seek to
achieve its objective by investing primarily in the common stock of
established companies. Its investment program seeks securities believed to
be undervalued based on fundamentals such as low price-to-earnings ratios,
consistent cash flows, and support from asset values. The objective of the
Partners Portfolio is not fundamental and can be changed by the Trustees
of the Trust without shareholder approval. Shareholders will, however,
receive at least 30 days prior notice thereof. There is no assurance the
investment objective will be met.
Oppenheimer Variable Account Funds
The Oppenheimer Variable Account Funds is an open-end, diversified management
investment company organized as a Massachusetts business trust in 1984. Shares
of the Funds are sold only to provide benefits under variable life insurance
policies and variable annuity contracts. Oppenheimer Management Corporation is
the Funds' investment advisor.
- Bond Fund
Investment Objective: Primarily to seek a high level of current income
from investment in high yield fixed-income securities rated "Baa" or
better by Moody's or "BBB" or better by Standard & Poor's. Secondarily,
the Fund seeks capital growth when consistent with its primary objective.
17
<PAGE> 21
- Global Securities Fund
Investment Objective: To seek long-term capital appreciation by investing
a substantial portion of assets in securities of foreign issuers,
"growth-type" companies, cyclical industries and special situations which
are considered to have appreciation possibilities. Current income is not
an objective. These securities may be considered to be speculative.
- Multiple Strategies Fund
Investment Objective: To seek a total investment return (which includes
current income and capital appreciation in the value of its shares) from
investments in common stocks and other equity securities, bonds and other
debt securities, and "money market" securities.
Strong Special Fund II, Inc.
The Strong Special Fund II, Inc. ("Special Fund II") is a diversified, open-end
management company commonly called a mutual fund. The Special Fund II was
incorporated in Wisconsin and may only be purchased by the separate accounts of
insurance companies for the purpose of funding variable annuity contracts and
variable life policies. Strong Capital Management, Inc. (the "Advisor") is the
investment advisor of the Fund.
- Special Fund II
Investment Objective: To seek capital appreciation through investments in
a diversified portfolio of equity securities.
Strong Variable Insurance Funds, Inc.
The Strong Variable Insurance Funds, Inc. is a diversified, open-end management
investment company, commonly called a mutual fund. The Strong Discovery Fund II,
Inc. ("Discovery Fund II") and Strong International Stock Fund II (the
"International Stock Fund II") were incorporated in Wisconsin and may only be
purchased by the separate accounts of insurance companies for the purpose of
funding variable annuity contracts and variable life insurance policies. Strong
Capital Management, Inc. is the investment advisor for each of the Funds.
- Discovery Fund II, Inc.
Investment Objective: To seek maximum capital appreciation through
investments in a diversified portfolio of securities. The Fund normally
emphasizes investment in equity securities and may invest up to 100% of
its total assets in equity securities including common stock, preferred
stocks and securities convertible into common or preferred stocks.
Although the Fund normally emphasizes investment in equity securities, the
Fund has the flexibility to invest in any type of security that the
Advisor believes has the potential for capital appreciation including up
to 100% of its total assets in debt obligations, including intermediate to
long-term corporate or U.S. government debt securities.
- International Stock Fund II
Investment Objective: To seek capital growth by investing primarily in the
equity securities of issuers located outside the United States.
Van Eck Worldwide Insurance Trust (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.
- Worldwide Bond Fund
Investment Objective: To seek high total return through a flexible policy
of investing globally, primarily in debt securities. The portfolio does
not invest in junk bonds.
- Worldwide Emerging Markets Fund
Investment Objective: Seeks long-term capital appreciation by investing
primarily in equity securities in emerging markets around the world. The
Fund specifically emphasizes investment in countries that, compared to the
world's major economies, exhibit relatively low gross national product per
capita, as well as the potential for rapid economic growth. Peregrine
Asset Management (Hong Kong) Limited serves as sub-investment adviser to
this Fund.
18
<PAGE> 22
- Worldwide Hard Assets Fund
Investment Objective: To seek long-term capital appreciation by investing
globally, primarily in "Hard Assets Securities". Hard assets are tangible,
finite assets, such as real estate, energy, timber, and industrial and
precious metals. Income is a secondary consideration.
Van Kampen American Capital Life Investment Trust
The Van Kampen American Capital Life Investment Trust is an open-end
diversified management investment company organized as a Massachusetts business
trust on June 3, 1985. The Trust offers shares in separate funds 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 Fund's investment adviser.
- Real Estate Securities Fund
Investment Objective: To seek long-term capital growth by investing in a
portfolio of securities of companies operating in the real estate industry
("Real Estate Securities"). Current income is a secondary consideration.
Real Estate Securities include equity securities, common stocks and
convertible securities, as well as non-convertible preferred stocks and
debt securities of real estate industry companies. A "real estate industry
company" is a company that derives at least 50% of its assets (marked to
market), gross income or net profits from the ownership, construction,
management or sale of residential, commercial or industrial real estate.
Under normal market conditions, at least 65% of the Fund's total assets
will be invested in Real Estate Securities, primarily equity securities of
real estate investment trusts. The Fund may invest up to 25% of its total
assets in securities issued by foreign issuers, some or all of which may
also be Real Estate Securities. There can be no assurance that the Fund
will achieve its investment objective.
Warburg Pincus Trust
The Warburg Pincus Trust ("Trust") is an open-end management investment company
organized in March 1995 as a business trust under the laws of The Commonwealth
of Massachusetts. The Trust offers its shares to insurance companies for
allocation to separate accounts for the purpose of funding variable annuity and
variable life contracts. Trust portfolios are managed by Warburg Pincus
Counsellors, Inc. ("Counsellors.")
- International Equity Portfolio
Investment Objective: To seek long-term capital appreciation by investing
primarily in a broadly diversified portfolio of equity securities of
companies, wherever organized, that in the judgment of "Counsellors" have
their principal business activities and interests outside the United
States. The Portfolio will ordinarily invest substantially all of its
assets, but no less than 65% of its total assets, in common stocks,
warrants and securities convertible into or exchangeable for common
stocks. The Portfolio intends to invest principally in the securities of
financially strong companies with opportunities for growth within growing
international economies and markets through increased earning power and
improved utilization or recognition of assets.
- Post-Venture Capital Portfolio
Investment Objective: The Portfolio seeks long-term growth of capital by
investing primarily in equity securities of issuers in their post-venture
capital stage of development and pursues an aggressive investment
strategy. Under normal market conditions, the Portfolio will invest at
least 65% of its total assets in equity securities of "post-venture
capital companies." A post-venture capital company is one that has
received venture capital financing either (a) during the early stages of
the company's existence or the early stages of the development of a new
product or service or (b) as a part of a restructuring or recapitalization
of the company. The Portfolio may invest up to 10% of its assets in
venture capital and other investment funds.
- 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.
19
<PAGE> 23
Reinvestment
The Underlying Mutual Fund options described above have as a policy the
distribution of dividends in the form of additional shares (or fractions
thereof) of the Underlying Mutual Funds. The distribution of additional shares
will not affect the number of Accumulation Units attributable to a particular
Policy (see "Allocation of Cash Value").
Transfers
The Policy Owner may transfer Cash Value among the sub-accounts of the Variable
Account and the Fixed Account. A transfer will take effect on the date of
receipt of written notice at the Company's Home Office. Transfer requests must
be in a written form acceptable to the Company.
After the first Policy Anniversary, the Policy Owner may annually transfer a
portion of the value of the Variable Account to the Fixed Account, without
penalty or adjustment. The Policy Owner may request a transfer of up to 100% of
the Cash Value from the Variable Account to the Fixed Account. The Company
reserves the right to restrict transfers to the Fixed Account to 25% of the Cash
Value. The Policy Owner's Cash Value in each sub-account will be determined as
of the date the transfer request is received in the Home Office in good order.
The Policy Owner may transfer a portion of the value of the Fixed Account to the
Variable Account once each Policy Year, without penalty or adjustment. The
Policy Owner may request a transfer of up to 100% of the Cash Value in the Fixed
Account to the Variable sub-accounts. The Company reserves the right to restrict
the amount of such transfers to 25% of the Cash Value in the Fixed Account.
Transfers may be made either in writing or, in states allowing such transfers,
by telephone. This telephone exchange privilege is made available to Policy
Owners automatically without the Policy Owner's election. The Company will
employ reasonable procedures to confirm that instructions communicated by
telephone are genuine. Such procedures may include the following: requesting
identifying information, such as name, contract number, Social Security Number,
and/or personal identification number; tape recording all telephone
transactions; or providing written confirmation thereof to both the Policy Owner
and any agent of record, at the last address of record; or such other procedures
as the Company may deem reasonable. Although failure to follow reasonable
procedures may result in the Company's liability for any losses to unauthorized
or fraudulent telephone transfers, the Company will not be liable for following
instructions communicated by telephone which it reasonably believes to be
genuine. Any losses incurred pursuant to actions taken by the Company in
reliance on telephone instructions reasonably believed to be genuine shall be
borne by the Policy Owner. The Company may withdraw the telephone exchange
privilege upon 30 days' written notice to the Policy Owners.
Policy Owners who have entered into a Dollar Cost Averaging Agreement with the
Company (see "Dollar Cost Averaging") may transfer from the Fixed Account to the
Variable Account under the terms of that agreement.
Dollar Cost Averaging
The Policy Owner may direct the Company to automatically transfer from the NSAT
Money Market Fund or the Fixed Account to any other sub-account within the
Variable Account on a monthly basis or as frequently as otherwise authorized by
the Company. This service is intended to allow the Policy Owner to utilize
Dollar Cost Averaging, a long-term investment program which provides for
regular, level investments over time. The Company makes no guarantees that
Dollar Cost Averaging will result in a profit or protect against loss. To
qualify for Dollar Cost Averaging there must be a minimum total Cash Value, less
Policy Indebtedness, of $15,000. The minimum monthly Dollar Cost Averaging
transfer is $100. In addition, Dollar Cost Averaging monthly transfers from the
Fixed Account must be equal to or less than 1/30th of the Fixed Account value
when the Dollar Cost Averaging program is requested. Transfers out of the Fixed
Account, other than for Dollar Cost Averaging, may be subject to certain
additional restrictions (see "Transfers"). A written election of this service,
on a form provided by the Company, must be completed by the Policy Owner in
order to begin transfers. Once elected, transfers from the Money Market Fund or
the Fixed Account will be processed monthly until either the value in the Money
Market Fund or the Fixed Account is completely depleted or the Policy Owner
instructs the Company in writing to cancel the transfers.
The Company reserves the right to discontinue offering Dollar Cost Averaging
upon 30 days written notice to Policy Owners however, any discontinuation will
not affect Dollar Cost Averaging programs already commenced. The Company also
reserves the right to assess a processing fee for this service.
20
<PAGE> 24
Substitution of Securities
If shares of the above Underlying Mutual Funds should no longer be available for
investment by the Variable Account or, if in the judgment of the Company's
management further investment in such Underlying Mutual Funds should become
inappropriate, the Company may eliminate Sub-Accounts, combine two or more
Sub-Accounts, or substitute one or more Underlying Mutual Funds for other
Underlying Mutual Fund shares already purchased or to be purchased in the future
by Net Premium payments under the Policy. No substitution of securities in the
Variable Account may take place without prior approval of the Securities and
Exchange Commission, and under such requirements as it and any state insurance
department may impose.
Voting Rights
Voting rights under the Policies apply only with respect to Cash Value allocated
to the sub-accounts of the Variable Account.
In accordance with its view of present applicable law, the Company will vote the
shares of the Underlying Mutual Funds held in the Variable Account at regular
and special meetings of the shareholders of the Underlying Mutual Funds. These
shares will be voted in accordance with instructions received from Policy Owners
who have an interest in the Variable Account. If the Investment Company Act of
1940 or any regulation thereunder should be amended or if the present
interpretation thereof should change, and as a result the Company determines
that it is permitted to vote the shares of the Underlying Mutual Funds in its
own right, it may elect to do so.
The Policy Owner shall be the person who has the voting interest under the
Contract. The number of underlying Mutual Fund shares attributable to each
Policy Owner is determined by dividing the Policy Owner's interest in each
respective Sub-Account of the Variable Account by the net asset value of the
underlying Mutual Fund corresponding to the Sub-Account. The number of shares
which a person has the right to vote will be determined as of the date to be
chosen by the Company not more than 90 days prior to the meeting of the
underlying Mutual Fund. Each person having a voting interest will receive
periodic reports relating to the underlying Mutual Fund, proxy material and a
form with which to give such voting instructions.
Voting instructions will be solicited by written communication at least 21 days
prior to such meeting. Underlying Mutual Fund shares held in the Variable
Account as to which no timely instructions are received will be voted by the
Company in the same proportion as the voting instructions which are received
with respect to all Contracts participating in the Variable Account.
Notwithstanding contrary Policy Owner voting instructions, the Company may vote
underlying Mutual Fund shares in any manner necessary to enable the underlying
Mutual Fund to: (1) make or refrain from making any change in the investments or
investment policies for any of the underyling Mutual Funds, if required by an
insurance regulatory authority; (2) refrain from making any change in the
investment policies or any investment adviser or principal underwriter of any
portfolio which may be initiated by Policy Owners or the underlying Mutual
Fund's Board of Directors, provided the Company's disapproval of the change is
reasonable and, in the case of a change in the investment policies or investment
adviser, based on a good faith determination that such change would be contrary
to state law or otherwise inappropriate in light of the portfolio's objective
and purposes; or (3) enter into or refrain from entering into any advisory
agreement or underwriting contract, if required by any insurance requlatory
authority
INFORMATION ABOUT THE POLICIES
Underwriting and Issuance
- -Minimum Requirements for Issuance of a Policy
The Policies are designed to provide life insurance coverage and the flexibility
to vary the amount and frequency of premium payments. At issue, the Policy Owner
selects the initial specified amount and premium. The minimum Specified Amount
is $50,000 ($100,000 in Pennsylvania and New Jersey). Policies may be issued to
Insureds with issue ages 80 or younger. Before issuing any Policy, the Company
requires satisfactory evidence of insurability which may include a medical
examination.
- -Premium Payments
The Initial Premium for a Policy is payable in full at the Company's Home
Office. Upon payment of an initial premium, temporary insurance may be provided,
subject to a maximum amount. The effective date of permanent insurance coverage
is dependent upon completion of all underwriting requirements, payment of the
Initial Premium, and delivery of the Policy while the Insured is still living.
21
<PAGE> 25
Premiums, other than the Initial Premium, may be made at any time while the
Policy is in force subject to the limits described below. During the first three
Policy Years, the total premium payments less any Policy Indebtedness, less any
partial surrenders, and less any partial surrender fee must be greater than or
equal to the Minimum Premium requirement in order to guarantee the Policy
remains in force. The Minimum Premium requirement is equal to the monthly
Minimum Premium multiplied by the number of completed policy months. The monthly
Minimum Premium is shown on the Policy data page.
Each premium payment must be at least equal to the monthly Minimum Premium.
Additional premium payments may be made at any time while the Policy is in
force. However, the Company reserves the right to require satisfactory evidence
of insurability before accepting any additional premium payment which results in
an increase in the net amount at risk. Also, the Company will refund any portion
of any premium payment which is determined to be in excess of the premium limit
established by law to qualify the Policy as a contract for life insurance. The
Company may also require that any existing Policy Indebtedness is repaid prior
to accepting any additional premium payments. Additional premium payments or
other changes to the contract, may jeopardize the Policy's non-modified
endowment status. The Company will monitor premiums paid and other policy
transactions and will notify the Policy Owner when non-modified endowment
contract status is in jeopardy (see "Tax Matters").
Allocation of Cash Value
At the time a Policy is issued, its Cash Value will be based on the Nationwide
Separate Account Trust Money Market Fund value or the Fixed Account as if the
Policy had been issued and the Initial Net Premium invested on the date such
premium was received in good order by the Company. When the Policy is issued,
the Net Premiums will be allocated to the Nationwide Separate Account Trust
Money Market Fund (for any Net Premiums allocated to any other sub-account on
the Application) or to the Fixed Account until the expiration of the period in
which the Policy Owner may exercise his or her short-term right to cancel the
Policy. Net Premiums not designated for the Fixed Account will be placed in the
Nationwide Separate Account Trust Money Market Fund. At the expiration of the
period in which the Policy Owner may exercise his or her short term right to
cancel the Policy, shares of the Underlying Mutual Funds specified by the Policy
Owner are purchased at net asset value for the respective sub-account(s). The
Policy Owner may change the allocation of Net Premiums or may transfer Cash
Value from one sub-account to another, subject to such terms and conditions as
may be imposed by each Underlying Mutual Fund and as set forth in the
prospectus. Net Premiums allocated to the Fixed Account at the time of
application may not be transferred prior to the first Policy Anniversary (see
"Transfers" and "Investments of the Variable Account").
The designation of investment allocations will be made by the prospective Policy
Owner at the time of application for a Policy. The Policy Owner may change the
way in which future Net Premiums are allocated by giving written notice to the
Company. All percentage allocations must be in whole numbers, and must be at
least 5%. The sum of allocations must equal 100%.
Short-Term Right to Cancel Policy
A Policy may be returned for cancellation and a full refund of premium within 10
days after the Policy is received, within 45 days after the application for
insurance is signed, or within 10 days after the Company mails or delivers a
Notice of Right of Withdrawal, whichever is latest. In order to cancel the
Policy, the Policy can be mailed or delivered to the registered representative
who sold it, or to the Company. Immediately after such mailing or delivery, the
Policy will be deemed void from the beginning. The Company will refund the total
premiums paid within seven days after it receives the Policy. The scope of this
right may vary by state. The Policy provision approved or used in a particular
state will be disclosed in any Policy issued.
POLICY CHARGES
Deductions from Premiums
The Company deducts a sales load from each premium payment received not to
exceed 3.5% of each premium payment. On a current basis, the sales load is
reduced to 1.5% on any portion of the annual premium paid in excess of the
annual Break Point Premium. The total sales load actually deducted from any
Policy will be equal to the sum of this front-end sales load plus any sales
surrender charge that may be deducted from Policies that are surrendered.
The Company also pays any state premium taxes attributable to a particular
policy when incurred by the Company. The Company expects to pay an average state
premium tax rate of approximately 2.5% of premiums for all states, although such
tax rates range from 0% to 4%. To reimburse the Company for the payment of state
premium taxes associated with the Policies, the Company deducts a charge for
state premium taxes equal to 2.5% of all premium payments received. This charge
may be more or less than the amount actually assessed by the state in which a
particular Policy Owner lives. The Company does not expect to make a profit from
this change.
22
<PAGE> 26
Surrender Charges
The Company will deduct a Surrender Charge from the Policy's Cash Value for any
Policy surrendered during the first nine Policy Years. The maximum initial
Surrender Charge varies by issue age, sex, Specified Amount and underwriting
classification and is calculated based on the initial Specified Amount. The
following table illustrates the maximum initial Surrender Charge per $1,000 of
initial Specified Amount for Policies which are issued on a standard basis (see
Appendix 1 for specific examples).
Initial Specified Amount $50,000-$99,999
Issue Male Female Male Female
Age Non-Tobacco Non-Tobacco Standard Standard
--- ----------- ----------- -------- --------
25 $7.776 $7.521 $8.369 $7.818
35 8.817 8.398 9.811 8.891
45 12.191 11.396 13.887 12.169
55 15.636 14.011 18.415 15.116
65 22.295 19.086 26.577 20.641
Initial Specified Amount $100,000+
Issue Male Female Male Female
Age Non-Tobacco Non-Tobacco Standard Standard
--- ----------- ----------- -------- --------
25 $5.776 $5.521 $6.369 $5.818
35 6.817 6.398 7.811 6.891
45 9.691 8.896 11.387 9.669
55 13.136 11.511 15.915 12.616
65 21.295 18.086 25.577 19.641
The Surrender Charge is comprised of two components: an underwriting surrender
charge and sales surrender charge. The underwriting surrender charge varies by
issue age in the following manner:
Charge per $1,000 of
Initial Specified Amount
Issue Specified Amounts Specified Amounts
Age less than $100,000 $100,000 or more
--- ------------------ ----------------
0-35 $6.00 $4.00
36-55 7.50 5.00
56-80 7.50 6.50
The underwriting surrender charge is designed to cover the administrative
expenses associated with underwriting and issuing the Policy, including the
costs of processing applications, conducting medical exams, determining
insurability and the Insured's underwriting class, and establishing policy
records. The Company does not expect to profit from the underwriting surrender
charges. The Surrender Charge may be insufficient to recover certain expenses
related to the sale of the Policies. Unrecovered expenses are born by the
Company's general assets which may include profits, if any, from Mortality and
Expense Risk Charges (see "Deductions from the Sub-Accounts"). Additional
premiums and/or income earned on assets in the Variable Account have no effect
on these charges. The remainder of the Surrender Charge which is not
attributable to the underwriting surrender charge component represents the sales
surrender charge component. In no event will this component exceed 26 1/2% of
the lesser of the Guideline Level Premium required in the first year or the
premiums actually paid in the first year. The purpose of the sales surrender
charge component is to reimburse the Company for some of the expenses incurred
in the distribution of the Policies. The Company also deducts 3.5% of each
premium for sales load (see "Deductions from Premiums").
23
<PAGE> 27
- -Reductions to Surrender Charges
The Surrender Charges are reduced in subsequent Policy Years in the following
manner:
Surrender Charge Surrender Charge
Completed as a % of Initial Completed as a % of Initial
Policy Years Surrender Charges Policy Years Surrender Charges
- ------------ ----------------- ------------ -----------------
0 100% 5 60%
1 100% 6 50%
2 90% 7 40%
3 80% 8 30%
4 70% 9+ 0%
Special guaranteed maximum Surrender Charges apply in Pennsylvania (see Appendix
1).
Deductions from Cash Value
The Company also deducts the following charges from the Policy's Cash Value on
the Policy Date and each subsequent Monthly Anniversary Day:
1. monthly cost of insurance charges; plus
2. monthly cost of any additional benefits provided by riders to the
Policy; plus
3. an administrative expense charge. This charge is $12.50 per month in
the first year and $5 per month in renewal years. The charge in
renewal years may be increased at the sole discretion of the Company
but may not exceed $7.50 per month; plus
4. the increase charge per $1000 applied to any increase in the
Specified Amount (see "Specified Amount Increases"). The increase
charge is $2.04 per year per $1000 and is shown on the Policy data
page. This charge is designed to cover the costs associated with
increasing the Specified Amount (see "Policy Charges"). This charge
will be deducted on each Monthly Anniversary Day for the first 12
months after the increase becomes effective.
These deductions will be charged proportionately to the Cash Value in each
Variable Account sub-account and the Fixed Account.
- -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, each calculated at the beginning of the policy month.
If death benefit Option 1 is in effect and there have been increases in the
Specified Amount, then the Cash Value shall first be considered a part of the
initial Specified Amount. If the Cash Value exceeds the initial Specified
Amount, it shall then be considered a part of the additional increases in
Specified Amount resulting from the increases in the order of the increases.
Monthly cost of insurance rates will not exceed those guaranteed in the Policy.
Guaranteed cost of insurance rates for Policies issued on Specified Amounts less
than $100,000 are based on the 1980 Commissioners Extended Term Mortality Table,
Age Last Birthday (1980 CET). Guaranteed cost of insurance rates for Policies
issued on Specified Amounts $100,000 or more are based on the 1980 Commissioners
Standard Ordinary Mortality Table, Age Last Birthday (1980 CSO). Guaranteed cost
of insurance rates for Policies issued on a substandard basis are based on
appropriate 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 on a standard basis ("Special Class - Standard" in
Texas), guaranteed cost of insurance rates for Specified Amounts less than
$100,000 are based on 130% of the 1980 Commissioners Standard Ordinary Mortality
Table, Age Last Birthday (1980 CSO).
The rate class of an Insured may affect the cost of insurance rate. The Company
currently places Insureds into both standard rate classes and substandard
classes that involve a higher mortality risk. In an otherwise identical Policy,
an Insured in the standard rate class will have a lower cost of insurance than
an Insured in a rate class with higher mortality risks. The Company may also
issue certain Policies on a "Non Medical" basis to certain categories of
individuals. Due to the underwriting criteria established for Policies issued on
a Non Medical basis, actual rates will be higher than the current cost of
insurance rates being charged under Policies that are medically underwritten.
24
<PAGE> 28
- -Monthly Administrative Charge
The Company deducts a monthly Administrative Expense Charge to reimburse it for
certain expenses related to maintenance of the Policies, accounting and record
keeping and periodic reporting to Policy Owners. This charge is designed only to
reimburse the Company for certain actual administrative expenses. The Company
does not expect to recover from this charge any amount in excess of aggregate
maintenance expenses. Currently, this charge is $12.50 per month in the first
year, $5 per month in renewal years. The Company may at its sole discretion
increase this charge. However, the Company guarantees that this charge will
never exceed $25 per month in the first year and $7.50 per month in renewal
years.
- -Increase Charge
The Increase Charge is comprised of two components: an underwriting and
administration charge as well as a sales charge (see "Specified Amount
Increases"). The underwriting and administration charge is $1.50 per year per
$1,000. This charge is to cover the cost of underwriting the increases and any
processing expenses. Nationwide Life does not expect to profit from this charge.
The sales charge is equal to .54 per year per $1000 and reimburses the Company
for expenses incurred in distribution.
Deductions from the Sub-Accounts
The Company assumes certain risks for guaranteeing the Mortality and Expense
Charges. The mortality risk assumed under the Policies is that the Insured may
not live as long as expected. The expense risk assumed is that the actual
expenses incurred in issuing and administering the Policies may be greater than
expected. In addition, the Company assumes risks associated with the
non-recovery of policy issue, underwriting and other administrative expenses due
to Policies which lapse or are surrendered in the early Policy Years.
To compensate the Company for assuming these risks associated with the Policies,
the Company deducts on a daily basis from the assets of the Variable Account a
charge to provide for Mortality and Expense risks. This charge is equivalent to
an annual effective rate of 0.80% of the daily net assets of the Variable
Account. On each Policy Anniversary beginning with the 10th, the Mortality and
Expense Risk Charge is reduced to 0.50% on an annual basis of the daily net
assets of the Variable Account, provided the Cash Surrender Value is $25,000 or
more on such anniversary. (For Policies issued in New York, such reduction
occurs regardless of the amount of Cash Surrender Value on such anniversary.) To
the extent that future levels of mortality and expenses are less than or equal
to those expected, the Company may realize a profit from this charge. The
Surrender Charge may be insufficient to recover certain expenses related to the
sale of the Policies - unrecovered expenses are borne by the Company's general
assets which may include profits, if any, from mortality and expense risk
charges (see "Surrender Charge").
The Company does not currently assess any charge for income taxes incurred by
the Company as a result of the operations of the sub-accounts of the Variable
Account (see "Taxation of the Company"). The Company reserves the right to
assess a charge for such taxes against the Variable Account if the Company
determines that such taxes will be incurred.
Reduction of Charges
The Policy is available for purchase by individuals, corporations and other
groups. For group or sponsored arrangements (including employees of the Company
and their family members) and for special exchange programs which the Company
may make available from time to time, the Company reserves the right to reduce
or eliminate the sales load, surrender charge, monthly administrative charge,
monthly cost of insurance charges or other charges normally assessed on certain
multiple life cases where it is expected that the size or nature of such cases
will result in savings of sales, underwriting, administrative or other costs.
Eligibility for and the amount of these reductions will be determined by a
number of factors, including the number of Insureds, the total premium expected
to be paid, total assets under management for the Policy Owner, the nature of
the relationship among individual Insureds, the purpose for which the Policies
are being purchased, the expected persistency of individual Policies, and any
other circumstances which, in the opinion of the Company is rationally related
to the expected reduction in expenses. The extent and nature of reductions may
change from time to time. Any variations in the charge structure will be
determined in a uniform manner reflecting differences in costs of services and
not unfairly discriminatory to Policy Owners.
25
<PAGE> 29
HOW THE CASH VALUE VARIES
On any date during the Policy Year, the Cash Value equals the Cash Value on the
preceding Valuation Date, plus any Net Premium applied since the previous
Valuation Date, minus any partial surrenders, plus or minus any investment
results, and less any Policy Charges.
There is no guaranteed Cash Value. The Cash Value will vary with the investment
experience of the Variable Account and/or the daily crediting of interest in the
Fixed Account and Policy Loan Account depending on the allocation of Cash Value
by the Policy Owner.
How the Investment Experience is Determined
The Cash Value in each sub-account is converted to Accumulation Units of that
sub-account. The conversion is accomplished by dividing the amount of Cash Value
allocated to a sub-account by the value of an Accumulation Unit for the
sub-account of the Valuation Period during which the allocation occurs.
The value of an Accumulation Unit for each sub-account was arbitrarily set
initially at $10 when the Underlying Mutual Fund shares in that sub-account were
available for purchase. The value for any subsequent Valuation Period is
determined by multiplying the Accumulation Unit value for each sub-account for
the immediately preceding Valuation Period by the Net Investment Factor for the
sub-account during the subsequent Valuation Period. The value of an Accumulation
Unit may increase or decrease from Valuation Period to Valuation Period. The
number of Accumulation Units will not change as a result of investment
experience.
Net Investment Factor
The Net Investment Factor for any Valuation Period is determined by dividing (a)
by (b) and subtracting (c) from the result where:
(a) is the net of:
(1) the net asset value per share of the Underlying Mutual Fund held in
the sub-account determined at the end of the current Valuation
Period, plus
(2) the per share amount of any dividend or capital gain distributions
made by the Underlying Mutual Fund held in the sub-account if the
"ex-dividend" date occurs during the current Valuation Period.
(b) is the net of:
(1) the net asset value per share of the Underlying Mutual Fund held in
the sub-account determined at the end of the immediately preceding
Valuation Period, plus or minus
(2) the per share charge or credit, if any, for any taxes reserved for
in the immediately preceding Valuation Period (see "Charge for Tax
Provisions").
(c) is a factor representing the daily Mortality and Expense Risk Charge
deducted from the Variable Account. Such factor is equal to an annual rate
of 0.80% of the daily net asset value of the Variable Account. On each
Policy Anniversary beginning with the 10th, the mortality and expense risk
charge is reduced to 0.50% on an annual basis of the daily net assets of
the Variable Account, provided the Cash Surrender Value is $25,000 or more
on such anniversary. (For Policies issued in New York, such reduction
occurs regardless of the amount or cash surrender value on such
anniversary.)
For Underlying Mutual Funds that credit dividends on a daily basis and pay such
dividends once a month, the Net Investment Factor allows for the monthly
reinvestment of these daily dividends.
The Net Investment Factor may be greater or less than one; therefore, the value
of an Accumulation Unit may increase or decrease. It should be noted that
changes in the Net Investment Factor may not be directly proportional to changes
in the net asset value of Underlying Mutual Fund shares, because of the
deduction for Mortality and Expense Risk Charge, and any charge or credit for
tax reserves.
Valuation of Assets
Underlying Mutual Fund shares in the Variable Account will be valued at their
net asset value.
Determining the Cash Value
The sum of the value of all Variable Account Accumulation Units attributable to
the Policy and amounts credited to the Fixed Account is the Cash Value. The
number of Accumulation Units credited per each sub-account are determined by
dividing the net amount allocated to the sub-account by the Accumulation Unit
Value for the sub-account for the Valuation Period during which the premium is
received by the Company. If 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
26
<PAGE> 30
Fixed Account will be deducted in the same proportion that the Policy Owner's
interest in the Variable Account and the Fixed Account bears to the total Cash
Value.
The Cash Value in the Fixed Account and the Policy Loan Account is credited with
interest daily at an effective annual rate which the Company periodically
declares. The annual effective rate will never be less than 4%. Upon request,
the Company will inform the Policy Owner of the then applicable rates for each
account.
Valuation Date and Valuation Period
A Valuation Date is each day that the New York Stock Exchange and the Company's
Home Office are open for business or any other day during which there is
sufficient degree of trading of the Variable Accounts' Underlying Mutual Fund
shares held by the Variable Account, such that the current net asset value of
the Accumulation Units might be materially affected. A Valuation Period is the
period commencing at the close of a Valuation Date and ending at the close of
business for the next succeeding Valuation Date.
SURRENDERING THE POLICY FOR CASH
Right to Surrender
The Policy Owner may surrender the Policy in full at any time while the Insured
is living and receive its Cash Surrender Value. The cancellation will be
effective as of the date the Company receives a proper written request for
cancellation and the Policy. Such written request must be signed and, where
permitted, the signature guaranteed by a member firm of the New York, American,
Boston, Midwest, Philadelphia or Pacific Stock Exchange, or by a commercial bank
or a savings and loan, which is a member of the Federal Deposit Insurance
Corporation or other eligible guarantor institution as defined by federal
securities laws and regulations. In some cases, the Company may require
additional documentation of a customary nature.
Cash Surrender Value
The Cash Surrender Value increases or decreases daily to reflect the investment
experience of the Variable Account and the daily crediting of interest in the
Fixed Account and the Policy Loan Account. The Cash Surrender Value equals the
Policy's Cash Value, next computed after the date the Company receives a proper
written request for surrender, minus any charges, Policy Indebtedness or other
deductions due on that date, which may also include a Surrender Charge.
Partial Surrenders
After the Policy has been in force for one year, the Policy Owner may request a
partial surrender. Partial surrenders will be permitted only if they satisfy the
following requirements:
1. The minimum partial surrender is $500;
2. The partial surrender may not reduce the Specified Amount to less
than $50,000;
3. After the partial surrender, the Cash Surrender Value is greater
than $500 or an amount equal to three times the current monthly
deduction if higher;
4. The maximum total partial surrenders in any policy year are limited
to 10% of the total premium payments. On a current basis, this
requirement is waived in years 15 and beyond provided the Cash
Surrender Value is $10,000 or more after the withdrawal; and
5. After the partial surrender, the Policy continues to qualify as life
insurance.
When a partial surrender is made, the Cash Value is 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 the Cash Value. In such a case, a partial surrender
will decrease the specified amount by the amount by which the partial surrender
exceeds the difference between the Death Benefit and the specified amount.
Surrender Charges will be waived for any partial surrenders which satisfy the
above conditions. Certain partial surrenders may result in currently taxable
income and tax penalties (see "Tax Matters").
Maturity Proceeds
The Maturity Date is the Policy Anniversary on or next following the Insured's
95th birthday. The maturity proceeds will be payable to the Policy Owner on the
Maturity Date provided the Policy is still in force. The Maturity Proceeds will
be equal to the amount of the Policy's Cash Value, less any Indebtedness.
27
<PAGE> 31
Income Tax Withholding
Federal law requires the Company to withhold income tax from any portion of
surrender proceeds that is subject to tax, unless the Policy Owner advises the
Company, in writing, of his or her request not to withhold.
If the Policy Owner requests that the Company not withhold taxes, or if the
taxes withheld are insufficient, the Policy Owner may be liable for payment of
an estimated tax. The Policy Owner should consult his or her tax advisor.
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 of the
contract exceeds the employer's interest in the contract. Participants should
consult with the sponsor of the administrator of the plan, and/or with their
personal tax or legal advisers, to determine the tax consequences, if any, of
their employer-sponsored life insurance arrangements.
POLICY LOANS
Taking a Policy Loan
After the first Policy Year, the Policy Owner may take a Policy loan using the
Policy as security. Maximum Policy Indebtedness is limited to 90% of the Cash
Value less Surrender Charge less interest due on the next Policy Anniversary.
Maximum Policy Indebtedness, in Texas, is limited to 90% of the Cash Value in
the sub-accounts and 100% of the Cash Value in the Fixed Account less Surrender
Charge less interest due on the next Policy Anniversary. The Company will not
grant a loan for an amount less than $200. Should the Death Proceeds become
payable, the Policy be surrendered, or the Policy mature while a loan is
outstanding, the amount of Policy Indebtedness will be deducted from the death
benefit, Cash Surrender Value or the maturity value, respectively.
Any request for a Policy loan must be in written form satisfactory to the
Company. The request must be signed and, where permitted, the signature
guaranteed by a member firm of the New York, American, Boston, Midwest,
Philadelphia or Pacific Stock Exchange; or by a Commercial Bank or a Savings and
Loan which is a member of the Federal Deposit Insurance Corporation. Certain
policy loans may result in currently taxable income and tax penalties (see "Tax
Matters").
A Policy Owner considering the use of policy loans in connection with his or her
retirement income plan should consult his or her personal tax adviser regarding
potential tax consequences that may arise if necessary payments are not made to
keep the Policy from lapsing. The amount of such payments necessary to prevent
the Policy from lapsing would increase with age (see "Tax Matters").
Effect on Investment Performance
When a loan is made, an amount equal to the amount of the loan is transferred
from the Variable Account to the Policy Loan Account. If the assets relating to
a Policy are held in more than one sub-account, withdrawals from sub-accounts
will be made in proportion to the assets in each Variable Account sub-account at
the time of the loan. Policy loans will be transferred from the Fixed Account
only when insufficient amounts are available in the Variable Account
sub-accounts. The amount taken out of the Variable Account will not be affected
by the Variable Account's investment experience while the loan is outstanding.
Interest
On a current basis, policy loans are credited with an annual effective rate of
5.1% during policy years 2 through 14 and an annual effective rate of 6% during
the 15th and subsequent policy years. The rate is guaranteed never to be lower
than 5.1%. The Company may change the current interest crediting rate on policy
loans at its sole discretion. The loan interest rate is 6% per year for all
Policy loans. In the event that it is determined that such loans will be
treated, as a result of the differential between the interest crediting rate and
the loan interest rate, as taxable distributions under any applicable ruling,
regulation, or court decision, the Company retains the right to increase the net
cost (by decreasing the interest crediting rate) on all subsequent policy loans
to an amount that would result in the transaction being treated as a loan under
Federal tax law. If this amount is not prescribed by such ruling, regulation, or
court decision, the amount will be that which the Company considers to be more
likely to result in the transaction being treated as a loan under Federal tax
law.
Amounts transferred to the Policy Loan Account will earn interest daily from the
date of transfer. The earned interest is transferred from the Policy Loan
Account to a Variable Account or the Fixed Account on each Policy Anniversary or
at the time of loan repayment. It will be allocated according to the Fund
allocation factors in effect at the time of the transfer.
Interest is charged daily and is payable at the end of each Policy Year or at
the time of loan repayment. Unpaid interest will be added to the existing Policy
Indebtedness as of the due date and will be charged interest at the same rate as
the rest of the Indebtedness.
28
<PAGE> 32
Whenever the total Policy Indebtedness exceeds the Cash Value less
any Surrender Charges, the Company will send a notice to the Policy Owner and
the assignee, if any. The Policy will terminate without value 61 days after the
mailing of the notice unless a sufficient repayment is made during that period.
A repayment is sufficient if it is large enough to reduce the total Policy
Indebtedness to an amount equal to the total Cash Value less any Surrender
Charges plus an amount sufficient to continue the Policy in force for 3 months.
Effect on Death Benefit and Cash Value
A Policy loan, whether or not repaid, will have a permanent effect on the Death
Benefit and Cash Value because the investment results of the Variable Account or
the Fixed Account will apply only to the non-loaned portion of the Cash Value.
The longer the loan is outstanding, the greater the effect is likely to be.
Depending on the investment results of the Variable Account or the Fixed Account
while the loan is outstanding, the effect could be favorable or unfavorable.
Repayment
All or part of the Indebtedness may be repaid at any time while the Policy is in
force during the Insured's lifetime. Any payment intended as a loan repayment,
rather than a premium payment, must be identified as such. Loan repayments will
be credited to the Variable Account sub-accounts and the Fixed Account in
proportion to the Policy Owner's Underlying Mutual Fund allocation factors in
effect at the time of the repayment. Each repayment may not be less than $50.
The Company reserves the right to require that any loan repayments resulting
from Policy loans transferred from the Fixed Account must be first allocated to
the Fixed Account.
HOW THE DEATH BENEFIT VARIES
Calculation of the Death Benefit
At Policy issue, the Policy Owner selects the Specified Amount.
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. Under 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. Under Option 2,
the death benefit will be the greater of the Specified Amount plus the Cash
Value, or the Applicable Percentage of Cash Value and will vary directly with
the investment performance.
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" shown in this
provision.
APPLICABLE PERCENTAGE OF CASH VALUE TABLE
Attained Percentage Attained Percentage Attained Percentage
Age of Cash Value Age of Cash Value Age of Cash Value
--- ------------- --- ------------- --- -------------
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%
29
<PAGE> 33
Proceeds Payable on Death
The actual 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").
RIGHT TO EXCHANGE FOR A FIXED BENEFIT POLICY
The Policy Owner may exchange the Policy for a flexible premium adjustable life
insurance policy offered by the Company 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, the Company will pay
the excess to the Policy Owner in cash. The exchange may be subject to federal
income tax withholding (see "Income Tax Withholding").
CHANGES OF INVESTMENT POLICY
The Company may materially change the investment policy of Variable Account. The
Company must inform the Policy Owners and obtain all necessary regulatory
approvals. Any change must be submitted to the various state insurance
departments which shall disapprove it if deemed detrimental to the interests of
the Policy Owners or if it renders the Company's operations hazardous to the
public. If a Policy Owner objects, the Policy may be converted to a
substantially comparable Nationwide General Account life insurance policy
offered by the Company on the life of the Insured. The Policy Owner has the
later of 60 days (6 months in Pennsylvania) from the date of the investment
policy change or 60 days (6 months in Pennsylvania) from being informed of such
change to make this conversion. The Company will not require evidence of
insurability for this conversion.
The new policy will not be affected by the investment experience of any Variable
Account. The new policy will be for an amount of insurance not exceeding the
death benefit of the Policy converted on the date of such conversion.
GRACE PERIOD
- -First Three Policy Years
This Policy will not lapse during the first three Policy Years provided that on
each Monthly Anniversary Day (1) is greater than or equal to (2) where:
(1) Is the sum of all premiums paid to date minus any Policy
Indebtedness, minus any partial surrenders, and minus any partial
surrender fee; and
(2) Is the sum of monthly Minimum Premiums required since the Policy
Date including the monthly Minimum Premium for the current Monthly
Anniversary Day.
If (1) is less than (2) and the Cash Surrender Value is less than zero, a Grace
Period of 61 days from the Monthly Anniversary Day will be allowed for the
payment of sufficient premium to satisfy the Minimum Premium requirement. If
sufficient premium is not paid by the end of the Grace Period, the Policy will
lapse without value. In any event the Policy will not lapse as long as there is
a positive Cash Surrender Value.
- -Policy Years Four and After
If the Cash Surrender Value on a Monthly Anniversary Day is not sufficient to
cover the current Policy Charges, a Grace Period of 61 days from the Monthly
Anniversary Day will be allowed for the payment of sufficient premium to cover
the current Policy Charges due plus an amount equal to three times the current
monthly deduction.
30
<PAGE> 34
- -All Policy Years
The Company will send such a notice at the start of the Grace Period to the
Policy Owner's last known address. If the Insured dies during the Grace Period,
the Company 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 the Company;
3. paying an amount of premium equal to the sum of the Minimum Monthly
Premiums missed since the beginning of the Grace Period, if the
Policy terminated in the first three policy years;
4. paying sufficient premium to cover all policy charges that were due
and unpaid during the Grace Period if the Policy terminated in the
fourth or later policy year;
5. paying sufficient premium to keep the Policy in force for 3 months
from the date of reinstatement; and
6. paying or reinstating any Indebtedness against the Policy which
existed at the end of the Grace Period.
The effective date of a reinstated Policy will be the Monthly Anniversary Day on
or next following the date the application for reinstatement is approved by the
Company. If the Policy is reinstated, the Cash Value on the date of
reinstatement, but prior to applying any premiums or loan repayments received,
will be set equal to the lesser of:
1. the Cash Value at the end of the Grace Period; or
2. the Surrender Charge for the Policy Year in which the Policy was
reinstated.
Unless the Policy Owner has provided otherwise, all amounts will be allocated
based on the Fund allocation factors in effect at the start of the Grace Period.
THE FIXED ACCOUNT OPTION
A Policy Owner may elect to allocate or transfer all or part of the Cash Value
to the Fixed Account and the amount allocated or transferred becomes part of the
Company's General Account. The Company's General Account consists of all assets
of the Company other than those in the Variable Account and in other separate
accounts that have been or may be established by the Company. Subject to
applicable law, the Company has sole discretion over the investment of the
assets of the General Account, and Policy Owners do not share in the investment
experience of those assets.
Because of exemptive and exclusionary provisions, interests in the Company's
General Account have not been registered under the Securities Act of 1933 and
the General Account has not been registered as an investment company under the
Investment Company Act of 1940. Accordingly, neither the General Account nor any
interests therein are subject to the provisions of these Acts, and the Company
has been advised that the staff of the Securities and Exchange Commission has
not reviewed the disclosures in this prospectus relating to the Fixed Account
option. Disclosures regarding the General Account may, however, be subject to
certain generally applicable provisions of the federal securities laws relating
to the accuracy and completeness of statements made in prospectuses.
The Company guarantees that the part of the Cash Value invested under the Fixed
Account option will accrue interest daily at an effective annual rate that the
Company declares periodically. The Fixed Account crediting rate will not be less
than an effective annual rate of 4%. Upon request the Company will inform a
Policy Owner of the then applicable rate. The Company is not obligated to credit
interest at a higher rate.
CHANGES IN EXISTING INSURANCE COVERAGE
The Policy Owner may request certain changes in the insurance coverage under the
Policy. Any request must be in writing and received at the Company's Home
Office. No change will take effect unless the Cash Surrender Value, after the
change, is sufficient to keep the Policy in force for at least 3 months.
31
<PAGE> 35
Specified Amount Increases
After the first Policy Year, the Policy Owner may request an increase to the
Specified Amount. Any increase will be subject to the following conditions:
1. the request must be applied for in writing;
2. satisfactory evidence of insurability must be provided;
3. the increase must be for a minimum of $10,000;
4. the Cash Surrender Value is sufficient to continue the Policy in
force for at least 3 months; and
5. age limits are the same as for a new issue.
Any approved increase will have an effective date of the Monthly Anniversary Day
on or next following the date the Company approves the supplemental application.
The Company reserves the right to limit the number of Specified Amount increases
to one each Policy Year.
Specified Amount Decreases
After the first Policy Year, the Policy Owner may also request a decrease to the
Specified Amount. Any approved decrease will be effective on the Monthly
Anniversary Day on or next following the date the Company receives the request.
Any such decrease shall reduce insurance in the following order:
1. against insurance provided by the most recent increase;
2. against the next most recent increases successively; and
3. against insurance provided under the original application.
The Company reserves the right to limit the number of Specified Amount decreases
to one each Policy Year. The Company will refuse a request for a decrease which
would:
1. reduce the Specified Amount to less than $50,000 ($100,000 in New
Jersey); or
2. disqualify the Policy as a life insurance contract.
Changes in the Death Benefit Option
After the first Policy Year, the Policy Owner may change the death benefit
option under the Policy. If the change is from Option 1 to Option 2, the
Specified Amount will be decreased by the amount of the Cash Value. If the
change is from Option 2 to Option 1, the Specified Amount will be increased by
the amount of the Cash Value. Evidence of insurability is not required for a
change from Option 2 to Option 1. The Company reserves the right to require
evidence of insurability for a change from Option 1 to Option 2. The effective
date of the change will be the Monthly Anniversary Day on or next following the
date the Company approves the request for change. Only one change of option is
permitted per Policy Year. A change in death benefit option will not be
permitted if it results in the total premiums paid exceeding the then current
maximum premium limitations prescribed by the Internal Revenue Service to
qualify the Policy as a life insurance contract.
OTHER POLICY PROVISIONS
Policy Owner
While 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 the
Company and recorded at the Company's Home Office. Once recorded, the change
will be effective when signed. The change will not affect any payment made or
action taken by the Company before it was recorded. The Company may require that
the Policy be submitted for endorsement before making a change.
If the Policy Owner is other than the Insured and 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) shall be as named in the application or as subsequently
changed, subject to an assignment, if any.
32
<PAGE> 36
The Policy Owner may name a new Beneficiary while the Insured is living. Any
change must be in a written form satisfactory to the Company and recorded at the
Company's Home Office. Once recorded, the change will be effective when signed.
The change will not affect any payment made or action taken by the Company
before it was recorded.
If any Beneficiary predeceases the Insured, that Beneficiary's interest passes
to any surviving Beneficiary(ies), unless otherwise provided. Multiple
Beneficiaries will be paid in equal shares, unless otherwise provided. If no
named Beneficiary survives the Insureds, the Death Proceeds shall be paid to the
Policy Owner or the Policy Owner's estate.
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 by the Company at its Home Office. Any assignment will not affect any
payments made or actions taken by the Company before it was recorded. The
Company is not responsible for any assignment not submitted for recording, nor
is the Company responsible for the sufficiency or validity of any assignment.
The assignment will be subject to any Indebtedness owed to the Company before it
was recorded.
Incontestability
The Company will not contest payment of the Death Proceeds based on the initial
Specified Amount after the Policy has been in force during the Insured's
lifetime for 2 years from the Policy Date. For any increase in Specified Amount
requiring evidence of insurability, the Company will not contest payment of the
Death Proceeds based on such an increase after it has been in force during the
Insured's lifetime for 2 years from its effective date.
Error in Age or Sex
If the age or sex of the Insured has been misstated, the affected benefits will
be adjusted. The amount of the death benefit will be (1) multiplied by (2) and
then the result added to (3), where:
(1) is the amount of the death benefit at the time of the Insured's
death reduced by the amount of the Cash Value at the time of the
Insured's death;
(2) is the ratio of the monthly cost of insurance applied in the policy
month of death and the monthly cost of insurance that should have
been applied at the true age and sex in the policy month of death;
and
(3) is the Cash Value at the time of the Insured's death.
Suicide
If the Insured dies by suicide, while sane or insane, within two years from the
Policy Date, the Company will pay no more than the sum of the premiums paid,
less any Indebtedness. If the Insured dies by suicide, while sane or insane,
within two years from the date an application is accepted for an increase in the
Specified Amount, the Company will pay no more than the amount paid for such
additional benefit.
Nonparticipating Policies
These are nonparticipating Policies on which no dividends are payable. These
Policies do not share in the profits or surplus earnings of the Company.
Riders
A rider may be added as an addition to the Policy.
Maturity Extension Endorsement: This rider provides the ability to extend the
maturity date of the policy until the date of the insured's death. Upon election
of this rider, several restrictions impact the policyholder's ability to make
certain policy changes, the Company automatically will make several policy
changes to reduce its risk and no further premium payments will be accepted.
Spouse Rider: This rider provides a level amount of term insurance on the spouse
of the primary insured. This rider also may be added after issue of the base
Policy. The Spouse Rider minimum face amount is $25,000 and the maximum face
amount is $500,000.
Child Rider: This rider provides term insurance on each insured child and may be
added after issue of the base Policy. The minimum amount of coverage is $3,000
and the maximum is $25,000. Eligible application ages are 15 days up to and
including age 17.
33
<PAGE> 37
Waiver of Monthly Deductions Rider: This rider is available to insureds ages
15-59 and provides for the waiver of total policy monthly deductions by the
Company upon delivery of sufficient documentation of the primary insured's
disability. Benefit duration under this rider is limited based on the age at
which disability occurs and the duration of the disability.
Accidental Death Benefit Rider: This rider provides a Death Benefit payable in
addition to the face amount of the base policy. The Accidental Death Benefit
Rider may be added after issue of the base policy. The minimum face amount is
$1,000 and the maximum face amount for this rider is $200,000. This rider is
available to insureds ages 5-65.
Base Insured Term Rider: Provides term insurance on the base insured ages 18-70.
This rider is a non-commissionable supplement to the base policy and may be
added after issue of the base policy. Level or automatically decreasing death
benefits may be chosen by the policyholder.
Accelerated Death Benefit Rider: This rider allows for up to 50% of the policy's
net amount at risk to be paid to the Policy Owner if the insured is diagnosed
with a terminal illness resulting in a life expectancy of 12 months or less.
Change of Insured Rider: The named insured on the policy may be exchanged for a
new insured, subject to approval. The rider requires a written application and
satisfactory evidence of insurability. After the exchange, the cost of insurance
charges will be based on the new insured's age and risk class.
Guaranteed Minimum Death Benefit Rider: This rider permits the purchase of an
extension in the duration of guaranteed death benefit and must be added prior to
issue of the base policy.
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 contributions made on or
after August 1, 1983. The Policies offered by this prospectus are based upon
actuarial tables which distinguish between men and women and thus the Policies
provide different benefits to men and women of the same age. Accordingly,
employers and employee organizations should consider, in consultation with legal
counsel, the impact of Norris on any employment related insurance or benefit
program before purchasing this Policy.
DISTRIBUTION OF THE POLICIES
The Policies will be sold by licensed insurance agents in those states where the
Policies may lawfully be sold. Such agents will be registered representatives of
broker dealers registered under the Securities Exchange Act of 1934 who are
members of the National Association of Securities Dealers, Inc. (NASD). The
Policies will be distributed by the General Distributor, Nationwide Advisory
Services, Inc., a wholly-owned subsidiary of Nationwide Life Insurance Company.
Nationwide Advisory Services, Inc., One Nationwide Plaza, Columbus, Ohio 43216,
("NAS") acts as general distributor for the Nationwide Multi-Flex Variable
Account, Nationwide DC Variable Account, Nationwide DCVA-II, Nationwide Variable
Account-II, Nationwide Variable Account-5, Nationwide Variable Account-6,
Nationwide Variable Account-8, Nationwide VA Separate Account-A, Nationwide VA
Separate Account-B, Nationwide VA Separate Account-C, Nationwide VL Separate
Account-A, Nationwide VL Separate Account-B, Nationwide VLI Separate Account -2,
Nationwide VLI Separate Account-3, NACo Variable Account and the Nationwide
Variable Account, all of which are separate investment accounts of the Company
or its affiliates. NAS is a wholly owned subsidiary of the Company.
NAS also acts as principal underwriter for the Nationwide Investing Foundation,
Nationwide Separate Account Trust, Financial Horizons Investment Trust,
Nationwide Asset Allocation Trust and Nationwide Investing Foundation II, which
are open-end management investment companies.
Gross first year commissions paid by the Company on the sale of these Policies
plus fees for marketing services provided by the General Distributor are not
more than 35% of the target Premium plus 4% of any excess premium payments.
Gross renewal commissions in years 2-5 paid by the Company will not exceed 4% of
actual premium payments, and will not exceed 2% in years 6+.
34
<PAGE> 38
CUSTODIAN OF ASSETS
The Company serves as the Custodian of the assets of the Variable Account.
TAX MATTERS
Policy Proceeds
Section 7702 of the Code provides that if certain tests are met, a Policy will
be treated as a life insurance policy for federal tax purposes. The Company will
monitor compliance with these tests. The Policy should thus receive the same
federal income tax treatment as fixed benefit life insurance. As a result, the
Death Proceeds payable under a Policy are excludable from gross income of the
beneficiary under Section 101 of the Code.
Section 7702A of the Code defines modified endowment contracts as those policies
issued or materially changed on or after June 21, 1988, on which the total
premiums paid during the first seven years exceed the amount that would have
been paid if the policy provided for paid up benefits after seven level annual
premiums (see "Information about the Policies"). The Code provides for taxation
of surrenders, partial surrenders, loans, collateral assignments and other
pre-death distributions from modified endowment contracts in the same way
annuities are taxed. Modified endowment contract distributions are defined by
the Code as amounts not received as an annuity and are taxable to the extent the
cash value of the policy exceeds, at the time of distribution, the premiums paid
into the policy. A 10% tax penalty also applies to the taxable portion of such
distributions unless the Policy Owner is over age 59 1/2 or disabled.
It may not be advantageous to replace existing insurance with Policies described
in this prospectus. It may also be disadvantageous to purchase a policy to
obtain additional insurance protection if the purchaser already owns another
variable life insurance policy.
The Policies offered by this prospectus may or may not be issued as modified
endowment contracts. The Company will monitor premiums paid and will notify the
Policy Owner when the policy's non-modified endowment status is in jeopardy. If
a policy is not a modified endowment contract, a cash distribution during the
first 15 years after a policy is issued which causes a reduction in death
benefits may still become fully or partially taxable to the Owner pursuant to
Section 7702(f) (7) of the Code. The Policy Owner should carefully consider this
potential effect and seek further information before initiating any changes in
the terms of the policy. Under certain conditions, a policy may become a
modified endowment as a result of a material change or a reduction in benefits
as defined by Section 7702A (c) of the Code.
In addition to meeting the tests required under Sections 7702, Section 817(h) of
the Code requires that the investments of separate accounts such as the Variable
Account be adequately diversified. Regulations under 817(h) provide that a
variable life policy which does not satisfy the diversification standards will
not be treated as life insurance unless the failure to satisfy the regulations
was inadvertent, the failure is corrected, and the Policy Owner or the Company
pays an amount to the Internal Revenue Service. The amount will be based on the
tax that would have been paid by the Policy Owner if the income, for the period
the policy was not diversified, had been received by the Policy Owner. If the
failure to diversify is not corrected in this manner, the Policy Owner will be
deemed the owner of the underlying securities and taxed on the earnings of his
or her account.
Should the Secretary of the Treasury issue additional rules or regulations
limiting the number of funds, transfers between Underlying Mutual Funds,
exchanges of Underlying Mutual Funds or changes in investment objectives of
Underlying Mutual Funds such that the Policy would no longer qualify as life
insurance under Section 7702 of the Code, the Company will take whatever steps
are available to remain in compliance.
The Company will monitor compliance with these regulations and, to the extent
necessary, will change the objectives or assets of the sub-account investments
to remain in compliance.
A total surrender or cancellation of the Policy by lapse or the maturity of the
Policy on its Maturity Date may have adverse tax consequences. If the amount
received by the Policy Owner plus total Policy Indebtedness exceeds the premiums
paid into the Policy, the excess will generally be treated as taxable income,
regardless of whether or not the Policy is a modified endowment contract.
Federal estate and state and local estate, inheritance and other tax
consequences of ownership or receipt of Policy proceeds depend on the
circumstances of each Policy Owner or Beneficiary.
Federal Estate and Generation - Skipping Transfer Taxes
The federal estate tax is integrated with the federal gift tax under a unified
tax rate schedule. In general, an estate of less than $600,000 (inclusive of
certain 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.
35
<PAGE> 39
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
owner of a policy, such as the right to borrow on the policy, or the right to
name a new beneficiary.
If the Policy Owner (whether or not he or she is 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
Internal Revenue Service, the Company may be required to withhold a portion of
the Death Proceeds and pay them directly to the Internal Revenue Service as the
GSTT liability.
The GSTT provisions generally apply to the same transfers that are subject to
estate or gift taxes. The tax rate is a flat rate equal to the maximum estate
tax rate (currently 55%), and there is a provision for an aggregate $1 million
exemption. Due to the complexity of these rules, the Policy Owner should consult
with their counsel or other competent advisors regarding these taxes.
Non-Resident Aliens
Distributions to nonresident aliens (NRAs) are generally subject to federal
income tax and tax withholding, at a statutory rate of thirty percent (30%) of
the amount of income that is distributed. The Company is required to withhold
such amount from the Distribution and remit it to the Internal Revenue Service.
Distributions to certain NRAs may be subject to lower, or in certain instances
zero, tax and withholding rates, if the United States has entered into an
applicable treaty. However, in order to obtain the benefits of such treaty
provisions, the NRA must give to the Company sufficient proof of his or her
residency and citizenship in the form and manner prescribed by the Internal
Revenue Service. In addition, for any Distribution made after December 31, 1997,
the NRA must obtain an Individual Taxpayer Identification Number from the
Internal Revenue Service, and furnish that number to the Company prior to the
Distribution. If the Company does not have the proper proof of citizenship or
residency and (for Distributions after December 31, 1997) a proper Individual
Taxpayer Identification Number prior to any Distribution, the Company will be
required to withhold 30% of the income, regardless of any treaty provision.
A payment may not be subject to withholding where the recipient sufficiently
establishes to the Company that such payment is effectively connected to the
recipient's conduct of a trade or business in the United States and that such
payment is includable in the recipient's gross income for United States federal
income tax purposes. Any such distributions may be subject to back-up
withholding at the statutory rate (currently 31%) if no taxpayer identification
number, or an incorrect taxpayer identification number, is provided.
Taxation of the Company
The Company is taxed as a life insurance company under the Code. Since the
Variable Account is not a separate entity from the Company and its operations
form a part of the Company, it will not be taxed separately as a "regulated
investment company" under Sub-chapter M of the Code. Investment income and
realized capital gains on the assets of the Variable Account are reinvested and
taken into account in determining the value of Accumulation Units. As a result,
such investment income and realized capital gains are automatically applied to
increase reserves under the Policies.
The Company does not initially expect to incur any Federal income tax liability
that would be chargeable to the Variable Account. Based upon these expectations,
no charge is currently being made against the Variable Account for federal
income taxes. If, however, the Company determines that on a separate company
basis such taxes may be incurred, it reserves the right to assess a charge for
such taxes against the Variable Account.
The Company may also incur state and local taxes (in addition to premium taxes)
in several states. At present, these taxes are not significant. If they
increase, however, charges for such taxes may be made.
Tax Changes
The foregoing discussion, which is based on the Company's understanding of
federal tax laws as they are currently interpreted by the Internal Revenue
Service, is general and is not intended as tax advice.
In the recent past, the 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,
36
<PAGE> 40
considered numerous legislative proposal that, if enacted, could change the tax
treatment of the Policies. It is reasonable to believe that such proposals, and
other proposals will be considered in the future, and some of them may be
enacted into law. In addition, the Treasury Department may amend existing
regulations, issue new regulations, or adopt new interpretations of existing law
that may be in 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 or citizen of
the United States, there may be a tax imposed by a foreign country, in addition
to any tax imposed by the United States. The foreign law (including regulations,
rulings, and case law) may change and impose additional taxes on the Policy, the
Death Benefit, or other distributions under the Policy. If there is currently a
treaty that provides favorable treatment for distributions from the Policy
and/or ownership of the Policy, that 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 whether, when, and to what extent any such change may
take place. No representation is made as to the likelihood of the continuation
of these current laws, interpretations, and policies.
THE FOREGOING IS A GENERAL EXPLANATION AS TO CERTAIN TAX MATTERS PERTAINING TO
INSURANCE CONTRACTS. IT IS NOT INTENDED TO BE LEGAL OR TAX ADVICE, AND SHOULD
NOT TAKE THE PLACE OF YOUR INDEPENDENT LEGAL, TAX AND/OR FINANCIAL ADVISOR.
THE COMPANY
The life insurance business, which includes product lines in health insurance
and annuities, is the only business in which the Company is engaged.
The Company markets its Policies through independent insurance brokers, general
agents, and registered representatives of registered NASD broker/dealer firms.
The Company serves as depositor for the Nationwide Variable Account, Nationwide
Variable Account-II, Nationwide Variable Account-3, Nationwide Variable
Account-4, Nationwide Variable Account-5, Nationwide Variable Account-6,
Nationwide Fidelity Advisor Variable Account, Nationwide Variable Account-8, MFS
Variable Account, Nationwide Multi-Flex Variable Account, Nationwide VLI
Separate Account, Nationwide VLI Separate Account-2, Nationwide VLI Separate
Account-3, the NACo Variable Account, Nationwide DC Variable Account, and the
Nationwide DCVA-II each of which is a registered investment company, and each of
which is a separate investment account of the Company.
The Company, in common with other insurance companies, is subject to regulation
and supervision by the regulatory authorities of the states in which it is
licensed to do business. A license from the state insurance department is a
prerequisite to the transaction of insurance business in that state. In general,
all states have statutory administrative powers. Such regulation relates, among
other things, to licensing of insurers and their agents, the approval of policy
forms, the methods of computing reserves, the form and content of statutory
financial statements, the amount of policyholders' and stockholders' dividends,
and the type of distribution of investments permitted.
The Company operates in the highly competitive field of life insurance. There
are approximately 2,300 stock, mutual and other types of insurers in the life
insurance business in the United States, and a large number of them compete with
the registrant in the sale of insurance policies.
As is customary in insurance company groups, employees are shared with the other
insurance companies in the group. In addition to its direct salaried employees,
the Company shares employees with Nationwide Mutual Insurance Company and
Nationwide Mutual Fire Insurance Company.
The Company does not presently own or lease any materially important physical
properties when its property holdings are viewed in relation to its total
assets. The Company shares Home Office, other facilities and equipment with
Nationwide Mutual Insurance Company.
37
<PAGE> 41
COMPANY MANAGEMENT
Nationwide Life Insurance Company, together with Nationwide Mutual Insurance
Company, Nationwide Mutual Fire Insurance Company, Nationwide Life and Annuity
Insurance Company, Nationwide Property and Casualty Insurance Company, National
Casualty Company, West Coast Life Insurance, Company, Scottsdale Indemnity
Company, Nationwide Indemnity Company and Nationwide General Insurance Company
and their affiliated companies comprise the Nationwide Insurance Enterprise.
The companies comprising the Nationwide Insurance Enterprise have substantially
common boards of directors and officers. Nationwide Corporation, is the sole
shareholder of the Company.
Directors of the Company
Director
Name Since Principal Occupation
Lewis J. Alphin 1993 Farm Owner and Operator (1)
Keith W. Eckel 1996 Partner, Fred W. Eckel Sons;
President, Eckel Farms, Inc. (1)
Willard J. Engel 1994 General Manager, Lyon County
Cooperative Oil Company (1)
Fred C. Finney 1992 Owner and Operator, Moreland Fruit
Farm; Operator, Melrose Orchard
Charles L. Fuellgraf, Jr. *+ 1969 Chief Executive Officer, Fuellgraf
Electric Company, Electrical
Construction and Engineering Services
(1)
Henry S. Holloway *+ 1986 Farm Owner and Operator (1)
Joseph J. Gasper *+ 1996 President and Chief Operating
Officer, Nationwide Life Insurance
Company and Nationwide Life and
Annuity Insurance Company (2)
Dimon Richard McFerson *+ 1988 Chairman and Chief Executive Officer,
Nationwide Insurance Enterprise (2)
David O. Miller *+ 1985 Farm Owner and Land Developer;
President, Owen Potato Farm, Inc.;
Partner, M&M Enterprises (1)
C. Ray Noecker 1994 Owner and Operator, Noecker Farms (1)
James F. Patterson + 1989 Vice President, Pattersons, Inc. ;
President, Patterson Farms, Inc. (1)
Arden L. Shisler *+ 1984 Partner and Manager, Sweetwater Beef
Farms; President and Chief Executive
Officer, K&B Transport, Inc. (1)
Robert L. Stewart 1989 Owner and Operator; Sunnydale Farms
and Mining (1)
Nancy C. Thomas * 1986 Farm Owner and Operator, Da-Ma-Lor
Farms (1)
Harold W. Weihl 1990 Farm Owner and Operator, Weihl Farm
(1)
- ----------
*Member, Executive Committee +Member,
Investment
Committee
(1) Principal occupation for last five years.
(2) Prior to assuming their current positions, Messrs. McFerson and Gasper
held other executive management positions with the companies.
Each of the directors is a director of the other major insurance affiliates of
the Nationwide Insurance Enterprise, except Mr. Gasper who is a director only of
the Company and Nationwide Life Insurance Company. Messrs. Gasper and McFerson
are directors of Nationwide Advisory Services, Inc., a registered broker-dealer.
Messrs. Gasper, Holloway, McFerson, Miller, Patterson Shisler and Fuellgraf are
directors of Nationwide Financial Services, Inc. Messrs. Fuellgraf, McFerson,
Ms. Thomas, and Mr. Weihl are trustees of Nationwide Investing Foundation, a
registered investment company. Mr. McFerson is a trustee of Nationwide Separate
Account Trust, Financial Horizons Investment Trust, Nationwide Asset Allocation
Trust, and Nationwide Investing Foundation II, registered investment companies.
Mr. Engel is a director of Western Cooperative Transport.
38
<PAGE> 42
Executive Officers of the Company
Name Office Held
Dimon Richard McFerson Chairman and Chief Executive Officer-Nationwide
Insurance Enterprise
Joseph J. Gasper President and Chief Operating Officer
Gordon E. McCutchan Executive Vice President, Law and Corporate
Services and Secretary
Robert A. Oakley Executive Vice President - Chief Financial
Officer
Robert J. Woodward, Jr. Executive Vice President-Chief Investment Officer
James E. Brock Senior Vice President - Life Company Operations
W. Sidney Druen Senior Vice President and General Counsel and
Assistant Secretary
Harvey S. Galloway, Jr. Senior Vice President and Chief Actuary
Richard A. Karas Executive Vice President - Sales and Financial
Services
Mark R. Thresher Vice President - Controller
Duane M. Campbell Vice President - Treasurer
Mr. Gasper is also President and Chief Operating Officer of Nationwide Life and
Annuity Insurance Company. Mr. Galloway is also an officer of Nationwide Mutual
Insurance Company and Nationwide Life and Annuity Insurance Company. Each of the
other officers listed above is also an officer of each of the companies
comprising the Nationwide Insurance Enterprise. Each of the executive officers
listed above has been associated with the registrant in an executive capacity
for more than the past five years, except Mr. Thresher, who joined the
Registrant in 1996. From 1988-1996, Mr. Thresher served as a partner in the
accounting firm KPMG Peat Marwick LLP and lead partner for Nationwide Insurance
Enterprise from 1993-1996.
OTHER CONTRACTS ISSUED BY THE COMPANY
The Company does presently and will, from time to time, offer variable contracts
and policies with benefits which vary in accordance with the investment
experience of other separate accounts of the Company.
STATE REGULATION
The Company is subject to the laws of Ohio governing insurance companies and to
regulation by the Ohio Insurance Department. An annual statement in a prescribed
form is filed with the Insurance Department each year covering the operation of
the Company for the preceding year and its financial condition as of the end of
such year. Regulation by the Insurance Department includes periodic examination
to determine the Company's contract liabilities and reserves so that the
Insurance Department may certify the items are correct. The Company's books and
accounts are subject to review by the Insurance Department at all times and a
full examination of its operations is conducted periodically by the National
Association of Insurance Commissioners. Such regulation does not, however,
involve any supervision of management or investment practices or policies. In
addition, the Company is subject to regulation under the insurance laws of other
jurisdictions in which it may operate.
REPORTS TO POLICY OWNERS
The Company will mail to the Policy Owner, at the last known address of record,
an annual statement showing the amount of the current death benefit, the Cash
Value, and Cash Surrender Value, premiums paid and monthly charges deducted
since the last report, the amounts invested in the Fixed Account and in the
Variable Account and in each sub-account of the Variable Account, and any Policy
Indebtedness.
Policy Owners will also be sent annual and semi-annual reports containing
financial statements for the Variable Account as required by the 1940 Act.
In addition, Policy Owners will receive statements of significant transactions,
such as changes in Specified Amount, changes in death benefit option, changes in
future premium allocation, transfers among sub-accounts, premium payments,
loans, loan repayments, reinstatement and termination.
39
<PAGE> 43
ADVERTISING
The Company is also ranked and rated by independent financial rating services,
among which are Moody's, Standard & Poor's and A.M. Best Company. The purpose of
these ratings is to reflect the financial strength or claims-paying ability of
the Company. The ratings are not intended to reflect the investment experience
or financial strength of the Variable Account. The Company may advertise these
ratings from time to time. In addition, the Company may include in certain
advertisements endorsements in the form of a list of organizations, individuals
or other parties which recommend the Company or the Contracts . Furthermore, the
Company may occasionally include in advertisements comparisons of currently
taxable and tax deferred investment programs, based on selected tax brackets, or
discussions of alternative investment vehicles and general economic conditions.
LEGAL PROCEEDINGS
From time to time the Company is a party to litigation and arbitration
proceedings in the ordinary course of its business, none of which is expected to
have a material adverse effect on the Company.
In recent years, life insurance companies have been named as defendants in
lawsuits, including class action lawsuits, relating to life insurance pricing
and sales practices. A number of these lawsuits have resulted in substantial
jury awards or settlements. In October, 1996, a policyholder of Nationwide Life
filed a complaint in Alabama state court against Nationwide Life and an agent of
Nationwide Life (Wayne M. King v. Nationwide Life Insurance Company and Danny
Nix) related to the sale of a whole life policy on a "vanishing premium" basis
and seeking unspecified compensatory and punitive damages. In February, 1997,
Nationwide Life was named as a defendant in a lawsuit filed in New York Supreme
Court which also related to the sale of whole life policies on a "vanishing
premium" basis (John H. Snyder v. Nationwide Mutual Insurance Company,
Nationwide Mutual Insurance Co. and Nationwide Life Insurance Co.). The
plaintiff in such lawsuit seeks to represent a national class of Nationwide Life
policyholders and claims unspecified compensatory and punitive damages. This
lawsuit is in an early stage and has not been certified as a class action.
Nationwide Life intends to defend these cases vigorously. There can be no
assurance that any future litigation relating to pricing and sales practices
will not have a material adverse effect on the Company.
The General Distributor, Nationwide Advisory Services, Inc., is not engaged in
any material litigation of any nature.
EXPERTS
The financial statements and schedules have been included herein in reliance
upon the reports of KPMG Peat Marwick LLP, independent certified public
accountants, and upon the authority of said firm as experts in accounting
and auditing.
REGISTRATION STATEMENT
A Registration Statement has been filed with the Securities and Exchange
Commission under the Securities Act of 1933, as amended, with respect to the
Policies offered hereby. This prospectus does not contain all the information
set forth in the Registration Statement and amendments thereto and exhibits
filed as a part thereof, to all of which reference is hereby made for further
information concerning the Variable Account, the Company, and the Policies
offered hereby. Statements contained in this prospectus as to the content of
Policies and other legal instruments are summaries. For a complete statement of
the terms thereof, reference is made to such instruments as filed.
LEGAL OPINIONS
Legal matters in connection with the Policies described herein are being passed
upon by Druen, Rath & Dietrich, One Nationwide Plaza, Columbus, Ohio 43216. All
the members of such firm are employed by the Nationwide Mutual Insurance
Company.
40
<PAGE> 44
APPENDIX 1
ILLUSTRATION OF
SURRENDER CHARGES
Example 1: A female non-tobacco, age 45, purchases a Policy with a Specified
Amount of $50,000 and a Scheduled Premium of $750. She now wishes to surrender
the Policy during the first Policy year. By using the initial surrender charge
table reproduced below, (also see "Surrender Charges") the total surrender
charge per thousand multiplied by the Specified Amount expressed in thousands
equals the total surrender charge of $569.80 ($11.396 x 50=569.80).
Example 2: A male non-tobacco, age 35, purchases a Policy with a Specified
Amount of $100,000 and a Scheduled Premium of $1100. He now wants to surrender
the Policy in the sixth Policy Year. The total initial surrender charge is
calculated using the method illustrated above. (surrender charge per 1000 6.817
x 100=681.70 maximum initial surrender charge). Because the fifth Policy Year
has been completed, the maximum initial surrender charge is reduced by
multiplying it by the applicable percentage factor from the "Reductions to
Surrender Charges" table (also see "Reductions to Surrender Charges"). In this
case, $681.70 x 60%=$409.02.
Maximum Surrender Charge per $1,000 of initial Specified Amount for policies
which are issued on a standard basis.
Initial Specified Amount $50,000-$99,999
- -------------------------------------------------------------------------------
Issue Male Female Male Female
Age Non-Tobacco Non-Tobacco Standard Standard
- -------------------------------------------------------------------------------
25 $7.776 $7.521 $8.369 $7.818
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
35 8.817 8.398 9.811 8.891
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
45 12.191 11.396 13.887 12.169
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
55 15.636 14.011 18.415 15.116
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
65 22.295 19.086 26.577 20.641
- -------------------------------------------------------------------------------
Initial Specified Amount $100,000+
- -------------------------------------------------------------------------------
Issue Male Female Male Female
Age Non-Tobacco Non-Tobacco Standard Standard
- -------------------------------------------------------------------------------
25 $5.776 $5.521 $6.369 $5.818
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
35 6.817 6.398 7.811 6.891
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
45 9.691 8.896 11.387 9.669
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
55 13.136 11.511 15.915 12.616
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
65 21.295 18.086 25.577 19.641
- -------------------------------------------------------------------------------
Reductions to Surrender Charges.
- -------------------------------------------------------------------------------
Surrender Charge Surrender Charge
Completed as a % of Initial Completed as a % of Initial
Policy Years Surrender Charges Policy Years Surrender Charges
- -------------------------------------------------------------------------------
0 100% 5 60%
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
1 100% 6 50%
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
2 90% 7 40%
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
3 80% 8 30%
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
4 70% 9+ 0%
- -------------------------------------------------------------------------------
41
<PAGE> 45
The current Surrender Charges are the same for all states. However, in
Pennsylvania the guaranteed maximum Surrender Charges are spread out over 14
years. The guaranteed maximum Surrender Charge in subsequent years in
Pennsylvania is reduced in the following manner:
<TABLE>
<CAPTION>
Surrender Charge Surrender Charge Surrender Charge
as a % of Initial as a % of Initial as a % of Initial
Completed Surrender Completed Surrender Completed Surrender
Policy Years Charges Policy Years Charges Policy Years Charges
------------ ------- ------------ ------- ------------ -------
<S> <C> <C> <C> <C> <C>
0 100% 5 60% 10 20%
1 100% 6 50% 11 15%
2 90% 7 40% 12 10%
3 80% 8 30% 13 5%
4 70% 9 25% 14+ 0%
</TABLE>
The illustrations of current values in this prospectus are the same for
Pennsylvania. However, the illustrations of guaranteed values in this prospectus
do not reflect guaranteed maximum Surrender Charges which are spread out over 14
years. If this contract is issued in Pennsylvania, please contact the Home
Office for an illustration.
The Company has no plans to change the current Surrender Charges.
42
<PAGE> 46
APPENDIX 2
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. The mortality and expense risk charges are
equivalent to an annual effective rate of 0.80% of the daily net asset value of
the Variable Account. On each Policy Anniversary beginning with the 10th, the
mortality and expense risk charge is reduced to 0.50% on an annual basis of the
daily net assets of the Variable Account, provided the Cash Surrender Value is
$25,000 or more on such anniversary. 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 0.90% of
the daily net asset value of the Variable Account. This effective rate is based
on the average of the fund expenses for the preceding year for all mutual fund
options available under the policy as of April 30, 1997.
Considering current charges for mortality and expense risks 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 -1.70%, 4.30% and
10.30%. On each Policy Anniversary beginning with the 10th, the gross annual
rates of return of 0%, 6%, and 12% correspond to net investment experience at
constant annual rates of -1.40%, 4.60%, and 10.60%, provided the Cash Surrender
Value is $25,000 or more on such anniversary. This is due to a guaranteed
reduction in the mortality and expense risk charge from an annual effective rate
of 0.80% to an annual effective rate of 0.50% if the aforementioned conditions
apply.
The illustrations also reflect the fact that the Company makes monthly charges
for providing insurance protection. Current values reflect current cost of
insurance charges and guaranteed values reflect the maximum cost of insurance
charges guaranteed in the Policy. The values shown are for Policies which are
issued as standard. Policies issued on a substandard basis would result in lower
Cash Values and Death benefits than those illustrated.
The illustrations also reflect the fact that the Company deducts a sales load
from each premium payment. Current values reflect a deduction of 3.5% of each
premium payment up to Break Point Premium and 1.5% of any excess. Guaranteed
values reflect a deduction of 3.5% of each premium payment. The illustrations
also reflect the fact that the Company deducts a charge for state premium taxes
equal to 2.5% of all premium payments.
The Cash Surrender Values shown in the illustrations reflect the fact that the
Company will deduct a Surrender Charge from the Policy's Cash Value for any
Policy surrendered in full during the first nine years. In addition, the
illustrations reflect the fact that the Company deducts a monthly administrative
charge at the beginning of each Policy Month. Current values reflect a current
monthly administrative expense charge of $12.50 per month in the first year and
$5 per month in renewal years. Guaranteed values reflect the $25 maximum monthly
administrative expense charge under the policy in the first year, and the $7.50
maximum monthly charge under the policy in renewal years. 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, the Company will furnish a comparable illustration based on the
proposed Insured's age, sex, smoking classification, rating classification and
premium payment requested.
43
<PAGE> 47
DEATH BENEFIT OPTION 1
$750 ANNUAL PREMIUM: $50,000 SPECIFIED AMOUNT
MALE: NON-TOBACCO: 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>
1 788 390 0 50,000 422 0 50,000 454 0 50,000
2 1,614 852 278 50,000 943 369 50,000 1,038 464 50,000
3 2,483 1,296 780 50,000 1,476 959 50,000 1,670 1,154 50,000
4 3,394 1,717 1,258 50,000 2,016 1,557 50,000 2,352 1,893 50,000
5 4,351 2,116 1,714 50,000 2,563 2,161 50,000 3,087 2,686 50,000
6 5,357 2,493 2,149 50,000 3,118 2,774 50,000 3,883 3,539 50,000
7 6,412 2,854 2,567 50,000 3,689 3,402 50,000 4,752 4,465 50,000
8 7,520 3,193 2,964 50,000 4,268 4,039 50,000 5,696 5,467 50,000
9 8,683 3,512 3,340 50,000 4,859 4,687 50,000 6,725 6,553 50,000
10 9,905 3,810 3,810 50,000 5,462 5,462 50,000 7,847 7,847 50,000
11 11,188 4,083 4,083 50,000 6,071 6,071 50,000 9,069 9,069 50,000
12 12,535 4,330 4,330 50,000 6,688 6,688 50,000 10,403 10,403 50,000
13 13,949 4,546 4,546 50,000 7,308 7,308 50,000 11,856 11,856 50,000
14 15,434 4,729 4,729 50,000 7,929 7,929 50,000 13,441 13,441 50,000
15 16,993 4,869 4,869 50,000 8,542 8,542 50,000 15,166 15,166 50,000
16 18,630 4,968 4,968 50,000 9,149 9,149 50,000 17,052 17,052 50,000
17 20,349 5,018 5,018 50,000 9,743 9,743 50,000 19,113 19,113 50,000
18 22,154 5,008 5,008 50,000 10,316 10,316 50,000 21,367 21,367 50,000
19 24,049 4,940 4,940 50,000 10,867 10,867 50,000 23,843 23,843 50,000
20 26,039 4,804 4,804 50,000 11,389 11,389 50,000 26,568 26,568 50,000
21 28,129 4,595 4,595 50,000 11,877 11,877 50,000 29,668 29,668 50,000
22 30,323 4,303 4,303 50,000 12,324 12,324 50,000 33,114 33,114 50,000
23 32,626 3,916 3,916 50,000 12,719 12,719 50,000 36,961 36,961 50,000
24 35,045 3,422 3,422 50,000 13,052 13,052 50,000 41,274 41,274 50,000
25 37,585 2,816 2,816 50,000 13,320 13,320 50,000 46,105 46,105 53,482
26 40,252 2,084 2,084 50,000 13,510 13,510 50,000 51,420 51,420 59,132
27 43,052 1,192 1,192 50,000 13,596 13,596 50,000 57,274 57,274 64,719
28 45,992 131 131 50,000 13,570 13,570 50,000 63,731 63,731 70,741
29 49,079 (*) (*) (*) 13,415 13,415 50,000 70,863 70,863 77,240
30 52,321 (*) (*) (*) 13,108 13,108 50,000 78,753 78,753 84,266
</TABLE>
(1) NO POLICY LOANS AND NO PARTIAL WITHDRAWALS HAVE BEEN MADE.
(2) CURRENT VALUES REFLECT CURRENT COST OF INSURANCE CHARGES AND A MONTHLY
$12.50 ADMINISTRATIVE EXPENSE CHARGE FOR THE FIRST POLICY YEAR AND $5
THEREAFTER. CURRENT VALUES REFLECT A 6% OF PREMIUM CHARGE ON ALL PREMIUMS
UP TO THE BREAK POINT PREMIUM AND 4% ON PREMIUMS IN EXCESS OF BREAK POINT
FOR ANY SINGLE POLICY YEAR.
(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 REPRESENTATION CAN BE MADE BY NATIONWIDE LIFE OR THE TRUST THAT THESE
HYPOTHETICAL RATES OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER
ANY PERIOD OF TIME.
44
<PAGE> 48
DEATH BENEFIT OPTION 1
$750 ANNUAL PREMIUM: $50,000 SPECIFIED AMOUNT
MALE: NON-TOBACCO: 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>
1 788 175 0 50,000 200 0 50,000 225 0 50,000
2 1,614 539 0 50,000 606 33 50,000 678 104 50,000
3 2,483 879 362 50,000 1,012 496 50,000 1,158 641 50,000
4 3,394 1,194 735 50,000 1,416 957 50,000 1,667 1,208 50,000
5 4,351 1,484 1,082 50,000 1,816 1,415 50,000 2,208 1,806 50,000
6 5,357 1,744 1,400 50,000 2,210 1,865 50,000 2,781 2,436 50,000
7 6,412 1,973 1,686 50,000 2,593 2,306 50,000 3,385 3,098 50,000
8 7,520 2,167 1,937 50,000 2,961 2,732 50,000 4,021 3,792 50,000
9 8,683 2,320 2,148 50,000 3,309 3,137 50,000 4,688 4,516 50,000
10 9,905 2,429 2,429 50,000 3,632 3,632 50,000 5,386 5,386 50,000
11 11,188 2,490 2,490 50,000 3,924 3,924 50,000 6,116 6,116 50,000
12 12,535 2,499 2,499 50,000 4,180 4,180 50,000 6,877 6,877 50,000
13 13,949 2,453 2,453 50,000 4,396 4,396 50,000 7,673 7,673 50,000
14 15,434 2,346 2,346 50,000 4,563 4,563 50,000 8,504 8,504 50,000
15 16,993 2,170 2,170 50,000 4,672 4,672 50,000 9,369 9,369 50,000
16 18,630 1,916 1,916 50,000 4,711 4,711 50,000 10,267 10,267 50,000
17 20,349 1,576 1,576 50,000 4,669 4,669 50,000 11,198 11,198 50,000
18 22,154 1,132 1,132 50,000 4,526 4,526 50,000 12,158 12,158 50,000
19 24,049 571 571 50,000 4,262 4,262 50,000 13,143 13,143 50,000
20 26,039 (*) (*) (*) 3,855 3,855 50,000 14,153 14,153 50,000
21 28,129 (*) (*) (*) 3,281 3,281 50,000 15,185 15,185 50,000
22 30,323 (*) (*) (*) 2,511 2,511 50,000 16,240 16,240 50,000
23 32,626 (*) (*) (*) 1,514 1,514 50,000 17,320 17,320 50,000
24 35,045 (*) (*) (*) 248 248 50,000 18,427 18,427 50,000
25 37,585 (*) (*) (*) (*) (*) (*) 19,559 19,559 50,000
26 40,252 (*) (*) (*) (*) (*) (*) 20,711 20,711 50,000
27 43,052 (*) (*) (*) (*) (*) (*) 21,878 21,878 50,000
28 45,992 (*) (*) (*) (*) (*) (*) 23,051 23,051 50,000
29 49,079 (*) (*) (*) (*) (*) (*) 24,221 24,221 50,000
30 52,321 (*) (*) (*) (*) (*) (*) 25,386 25,386 50,000
</TABLE>
(1) NO POLICY LOANS AND NO PARTIAL WITHDRAWALS HAVE BEEN MADE.
(2) GUARANTEED VALUES REFLECT GUARANTEED COST OF INSURANCE CHARGES AND A
MONTHLY $25 ADMINISTRATIVE EXPENSE CHARGE FOR THE FIRST POLICY YEAR AND
$7.50 THEREAFTER. GUARANTEED VALUES REFLECT A 6% OF PREMIUM CHARGE ON ALL
PREMIUMS.
(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 REPRESENTATION CAN BE MADE BY NATIONWIDE LIFE OR THE TRUST THAT THESE
HYPOTHETICAL RATES OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER
ANY PERIOD OF TIME.
45
<PAGE> 49
DEATH BENEFIT OPTION 1
$1,500 ANNUAL PREMIUM: $100,000 SPECIFIED AMOUNT
MALE: NON-TOBACCO: 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 1,575 947 49 100,000 1,016 119 100,000 1,085 188 100,000
2 3,229 1,946 1,049 100,000 2,146 1,249 100,000 2,354 1,457 100,000
3 4,965 2,910 2,102 100,000 3,304 2,496 100,000 3,732 2,924 100,000
4 6,788 3,837 3,119 100,000 4,492 3,774 100,000 5,231 4,513 100,000
5 8,703 4,731 4,103 100,000 5,712 5,084 100,000 6,865 6,236 100,000
6 10,713 5,591 5,053 100,000 6,967 6,429 100,000 8,648 8,110 100,000
7 12,824 6,408 5,960 100,000 8,247 7,799 100,000 10,587 10,139 100,000
8 15,040 7,172 6,813 100,000 9,544 9,185 100,000 12,689 12,330 100,000
9 17,367 7,884 7,615 100,000 10,860 10,590 100,000 14,972 14,703 100,000
10 19,810 8,535 8,535 100,000 12,186 12,186 100,000 17,449 17,449 100,000
11 22,376 9,139 9,139 100,000 13,536 13,536 100,000 20,155 20,155 100,000
12 25,069 9,703 9,703 100,000 14,919 14,919 100,000 23,123 23,123 100,000
13 27,898 10,229 10,229 100,000 16,341 16,341 100,000 26,386 26,386 100,000
14 30,868 10,700 10,700 100,000 17,784 17,784 100,000 30,052 30,052 100,000
15 33,986 11,097 11,097 100,000 19,236 19,236 100,000 34,077 34,077 100,000
16 37,261 11,427 11,427 100,000 20,701 20,701 100,000 38,511 38,511 100,000
17 40,699 11,681 11,681 100,000 22,175 22,175 100,000 43,402 43,402 100,000
18 44,309 11,846 11,846 100,000 23,649 23,649 100,000 48,803 48,803 100,000
19 48,099 11,916 11,916 100,000 25,119 25,119 100,000 54,780 54,780 100,000
20 52,079 11,897 11,897 100,000 26,675 26,675 100,000 61,418 61,418 100,000
21 56,258 11,775 11,775 100,000 28,234 28,234 100,000 68,803 68,803 100,000
22 60,646 11,522 11,522 100,000 29,779 29,779 100,000 77,036 77,036 100,000
23 65,253 11,128 11,128 100,000 31,306 31,306 100,000 86,243 86,243 101,766
24 70,091 10,566 10,566 100,000 32,798 32,798 100,000 96,429 96,429 112,822
25 75,170 9,824 9,824 100,000 34,252 34,252 100,000 107,629 107,629 124,850
26 80,504 8,891 8,891 100,000 35,666 35,666 100,000 119,945 119,945 137,937
27 86,104 7,726 7,726 100,000 37,017 37,017 100,000 133,520 133,520 150,878
28 91,984 6,311 6,311 100,000 38,301 38,301 100,000 148,498 148,498 164,832
29 98,158 4,619 4,619 100,000 39,509 39,509 100,000 165,042 165,042 179,895
30 104,641 2,600 2,600 100,000 40,618 40,618 100,000 183,337 183,337 196,171
</TABLE>
(1) NO POLICY LOANS AND NO PARTIAL WITHDRAWALS HAVE BEEN MADE.
(2) CURRENT VALUES REFLECT CURRENT COST OF INSURANCE CHARGES AND A MONTHLY
$12.50 ADMINISTRATIVE EXPENSE CHARGE FOR THE FIRST POLICY YEAR AND $5
THEREAFTER. CURRENT VALUES REFLECT A 6% OF PREMIUM CHARGE ON ALL PREMIUMS
UP TO THE BREAK POINT PREMIUM AND 4% ON PREMIUMS IN EXCESS OF BREAK POINT
FOR ANY SINGLE POLICY YEAR.
(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 REPRESENTATION CAN BE MADE BY NATIONWIDE LIFE OR THE TRUST THAT THESE
HYPOTHETICAL RATES OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER
ANY PERIOD OF TIME.
46
<PAGE> 50
DEATH BENEFIT OPTION 1
$1,500 ANNUAL PREMIUM: $100,000 SPECIFIED AMOUNT
MALE: NON-TOBACCO: 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 1,575 750 0 100,000 813 0 100,000 876 0 100,000
2 3,229 1,672 774 100,000 1,851 953 100,000 2,038 1,140 100,000
3 4,965 2,552 1,744 100,000 2,906 2,098 100,000 3,290 2,483 100,000
4 6,788 3,389 2,671 100,000 3,978 3,260 100,000 4,642 3,924 100,000
5 8,703 4,182 3,554 100,000 5,065 4,437 100,000 6,102 5,473 100,000
6 10,713 4,926 4,388 100,000 6,163 5,625 100,000 7,676 7,138 100,000
7 12,824 5,618 5,169 100,000 7,269 6,821 100,000 9,373 8,925 100,000
8 15,040 6,251 5,892 100,000 8,378 8,019 100,000 11,202 10,843 100,000
9 17,367 6,820 6,551 100,000 9,482 9,213 100,000 13,171 12,901 100,000
10 19,810 7,320 7,320 100,000 10,578 10,578 100,000 15,291 15,291 100,000
11 22,376 7,744 7,744 100,000 11,657 11,657 100,000 17,575 17,575 100,000
12 25,069 8,088 8,088 100,000 12,717 12,717 100,000 20,039 20,039 100,000
13 27,898 8,348 8,348 100,000 13,751 13,751 100,000 22,703 22,703 100,000
14 30,868 8,515 8,515 100,000 14,753 14,753 100,000 25,586 25,586 100,000
15 33,986 8,580 8,580 100,000 15,711 15,711 100,000 28,798 28,798 100,000
16 37,261 8,532 8,532 100,000 16,615 16,615 100,000 32,298 32,298 100,000
17 40,699 8,357 8,357 100,000 17,452 17,452 100,000 36,118 36,118 100,000
18 44,309 8,036 8,036 100,000 18,201 18,201 100,000 40,294 40,294 100,000
19 48,099 7,548 7,548 100,000 18,843 18,843 100,000 44,873 44,873 100,000
20 52,079 6,873 6,873 100,000 19,356 19,356 100,000 49,910 49,910 100,000
21 56,258 5,988 5,988 100,000 19,718 19,718 100,000 55,475 55,475 100,000
22 60,646 4,871 4,871 100,000 19,905 19,905 100,000 61,656 61,656 100,000
23 65,253 3,497 3,497 100,000 19,891 19,891 100,000 68,558 68,558 100,000
24 70,091 1,834 1,834 100,000 19,643 19,643 100,000 76,311 76,311 100,000
25 75,170 (*) (*) (*) 19,116 19,116 100,000 85,073 85,073 100,000
26 80,504 (*) (*) (*) 18,248 18,248 100,000 94,894 94,894 109,128
27 86,104 (*) (*) (*) 16,963 16,963 100,000 105,704 105,704 119,446
28 91,984 (*) (*) (*) 15,157 15,157 100,000 117,616 117,616 130,554
29 98,158 (*) (*) (*) 12,706 12,706 100,000 130,763 130,763 142,532
30 104,641 (*) (*) (*) 9,468 9,468 100,000 145,305 145,305 155,477
</TABLE>
(1) NO POLICY LOANS AND NO PARTIAL WITHDRAWALS HAVE BEEN MADE.
(2) GUARANTEED VALUES REFLECT GUARANTEED COST OF INSURANCE CHARGES AND A
MONTHLY $25 ADMINISTRATIVE EXPENSE CHARGE FOR THE FIRST POLICY YEAR AND
$7.50 THEREAFTER. GUARANTEED VALUES REFLECT A 6% OF PREMIUM CHARGE ON ALL
PREMIUMS.
(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 REPRESENTATION CAN BE MADE BY NATIONWIDE LIFE OR THE TRUST THAT THESE
HYPOTHETICAL RATES OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER
ANY PERIOD OF TIME.
47
<PAGE> 51
DEATH BENEFIT OPTION 1
$1200 ANNUAL PREMIUM: $50,000 SPECIFIED AMOUNT
MALE: NON-TOBACCO: 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 1,260 641 0 50,000 693 0 50,000 745 52 50,000
2 2,583 1,341 648 50,000 1,487 794 50,000 1,640 947 50,000
3 3,972 2,004 1,380 50,000 2,290 1,666 50,000 2,601 1,978 50,000
4 5,431 2,628 2,073 50,000 3,099 2,545 50,000 3,633 3,079 50,000
5 6,962 3,204 2,719 50,000 3,907 3,421 50,000 4,735 4,250 50,000
6 8,570 3,734 3,318 50,000 4,714 4,298 50,000 5,918 5,502 50,000
7 10,259 4,211 3,864 50,000 5,514 5,167 50,000 7,183 6,837 50,000
8 12,032 4,626 4,349 50,000 6,298 6,021 50,000 8,535 8,258 50,000
9 13,893 4,981 4,773 50,000 7,068 6,860 50,000 9,986 9,778 50,000
10 15,848 5,267 5,267 50,000 7,816 7,816 50,000 11,544 11,544 50,000
11 17,901 5,482 5,482 50,000 8,538 8,538 50,000 13,222 13,222 50,000
12 20,056 5,615 5,615 50,000 9,226 9,226 50,000 15,032 15,032 50,000
13 22,318 5,658 5,658 50,000 9,872 9,872 50,000 16,990 16,990 50,000
14 24,694 5,601 5,601 50,000 10,466 10,466 50,000 19,115 19,115 50,000
15 27,189 5,441 5,441 50,000 11,007 11,007 50,000 21,437 21,437 50,000
16 29,808 5,166 5,166 50,000 11,484 11,484 50,000 23,988 23,988 50,000
17 32,559 4,748 4,748 50,000 11,872 11,872 50,000 26,796 26,796 50,000
18 35,447 4,181 4,181 50,000 12,167 12,167 50,000 30,006 30,006 50,000
19 38,479 3,447 3,447 50,000 12,354 12,354 50,000 33,612 33,612 50,000
20 41,663 2,528 2,528 50,000 12,415 12,415 50,000 37,693 37,693 50,000
21 45,006 1,387 1,387 50,000 12,322 12,322 50,000 42,348 42,348 50,000
22 48,517 (*) (*) (*) 12,040 12,040 50,000 47,707 47,707 50,093
23 52,202 (*) (*) (*) 11,528 11,528 50,000 53,725 53,725 56,411
24 56,073 (*) (*) (*) 10,742 10,742 50,000 60,337 60,337 63,354
25 60,136 (*) (*) (*) 9,624 9,624 50,000 67,597 67,597 70,977
26 64,403 (*) (*) (*) 8,099 8,099 50,000 75,564 75,564 79,342
27 68,883 (*) (*) (*) 6,073 6,073 50,000 84,301 84,301 88,516
28 73,587 (*) (*) (*) 3,434 3,434 50,000 93,877 93,877 98,571
29 78,527 (*) (*) (*) 21 21 50,000 104,366 104,366 109,584
30 83,713 (*) (*) (*) (*) (*) (*) 115,843 115,843 121,635
</TABLE>
(1) NO POLICY LOANS AND NO PARTIAL WITHDRAWALS HAVE BEEN MADE.
(2) CURRENT VALUES REFLECT CURRENT COST OF INSURANCE CHARGES AND A MONTHLY
$12.50 ADMINISTRATIVE EXPENSE CHARGE FOR THE FIRST POLICY YEAR AND $5
THEREAFTER. CURRENT VALUES REFLECT A 6% OF PREMIUM CHARGE ON ALL PREMIUMS
UP TO THE BREAK POINT PREMIUM AND 4% ON PREMIUMS IN EXCESS OF BREAK POINT
FOR ANY SINGLE POLICY YEAR.
(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 REPRESENTATION CAN BE MADE BY NATIONWIDE LIFE OR THE TRUST THAT THESE
HYPOTHETICAL RATES OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER
ANY PERIOD OF TIME.
48
<PAGE> 52
DEATH BENEFIT OPTION 1
$1200 ANNUAL PREMIUM: $50,000 SPECIFIED AMOUNT
MALE: NON-TOBACCO: 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 1,260 287 0 50,000 328 0 50,000 368 0 50,000
2 2,583 728 35 50,000 833 140 50,000 944 251 50,000
3 3,972 1,110 487 50,000 1,309 685 50,000 1,526 903 50,000
4 5,431 1,429 874 50,000 1,746 1,192 50,000 2,110 1,556 50,000
5 6,962 1,676 1,191 50,000 2,138 1,652 50,000 2,689 2,204 50,000
6 8,570 1,846 1,430 50,000 2,472 2,056 50,000 3,256 2,840 50,000
7 10,259 1,929 1,582 50,000 2,739 2,393 50,000 3,802 3,455 50,000
8 12,032 1,912 1,635 50,000 2,922 2,645 50,000 4,314 4,036 50,000
9 13,893 1,781 1,574 50,000 3,002 2,794 50,000 4,775 4,567 50,000
10 15,848 1,523 1,523 50,000 2,959 2,959 50,000 5,170 5,170 50,000
11 17,901 1,121 1,121 50,000 2,773 2,773 50,000 5,478 5,478 50,000
12 20,056 560 560 50,000 2,420 2,420 50,000 5,680 5,680 50,000
13 22,318 (*) (*) (*) 1,872 1,872 50,000 5,750 5,750 50,000
14 24,694 (*) (*) (*) 1,096 1,096 50,000 5,656 5,656 50,000
15 27,189 (*) (*) (*) 45 45 50,000 5,354 5,354 50,000
16 29,808 (*) (*) (*) (*) (*) (*) 4,783 4,783 50,000
17 32,559 (*) (*) (*) (*) (*) (*) 3,863 3,863 50,000
18 35,447 (*) (*) (*) (*) (*) (*) 2,481 2,481 50,000
19 38,479 (*) (*) (*) (*) (*) (*) 499 499 50,000
20 41,663 (*) (*) (*) (*) (*) (*) (*) (*) (*)
21 45,006 (*) (*) (*) (*) (*) (*) (*) (*) (*)
22 48,517 (*) (*) (*) (*) (*) (*) (*) (*) (*)
23 52,202 (*) (*) (*) (*) (*) (*) (*) (*) (*)
24 56,073 (*) (*) (*) (*) (*) (*) (*) (*) (*)
25 60,136 (*) (*) (*) (*) (*) (*) (*) (*) (*)
26 64,403 (*) (*) (*) (*) (*) (*) (*) (*) (*)
27 68,883 (*) (*) (*) (*) (*) (*) (*) (*) (*)
28 73,587 (*) (*) (*) (*) (*) (*) (*) (*) (*)
29 78,527 (*) (*) (*) (*) (*) (*) (*) (*) (*)
30 83,713 (*) (*) (*) (*) (*) (*) (*) (*) (*)
</TABLE>
(1) NO POLICY LOANS AND NO PARTIAL WITHDRAWALS HAVE BEEN MADE.
(2) GUARANTEED VALUES REFLECT GUARANTEED COST OF INSURANCE CHARGES AND A
MONTHLY $25 ADMINISTRATIVE EXPENSE CHARGE FOR THE FIRST POLICY YEAR AND
$7.50 THEREAFTER. GUARANTEED VALUES REFLECT A 6% OF PREMIUM CHARGE ON ALL
PREMIUMS.
(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 REPRESENTATION CAN BE MADE BY NATIONWIDE LIFE OR THE TRUST THAT THESE
HYPOTHETICAL RATES OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER
ANY PERIOD OF TIME.
49
<PAGE> 53
DEATH BENEFIT OPTION 1
$2,500 ANNUAL PREMIUM: $100,000 SPECIFIED AMOUNT
MALE: NON-TOBACCO: 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 2,625 1,533 371 100,000 1,647 485 100,000 1,762 599 100,000
2 5,381 3,104 1,941 100,000 3,431 2,268 100,000 3,772 2,609 100,000
3 8,275 4,625 3,579 100,000 5,267 4,221 100,000 5,964 4,918 100,000
4 11,314 6,078 5,148 100,000 7,141 6,211 100,000 8,341 7,411 100,000
5 14,505 7,447 6,633 100,000 9,036 8,222 100,000 10,905 10,091 100,000
6 17,855 8,737 8,039 100,000 10,960 10,262 100,000 13,684 12,986 100,000
7 21,373 9,943 9,362 100,000 12,910 12,328 100,000 16,699 16,118 100,000
8 25,066 11,052 10,587 100,000 14,875 14,410 100,000 19,968 19,503 100,000
9 28,945 12,062 11,714 100,000 16,854 16,505 100,000 23,520 23,172 100,000
10 33,017 12,980 12,980 100,000 18,857 18,857 100,000 27,400 27,400 100,000
11 37,293 13,793 13,793 100,000 20,877 20,877 100,000 31,739 31,739 100,000
12 41,782 14,476 14,476 100,000 22,892 22,892 100,000 36,497 36,497 100,000
13 46,497 15,025 15,025 100,000 24,903 24,903 100,000 41,735 41,735 100,000
14 51,446 15,415 15,415 100,000 26,893 26,893 100,000 47,511 47,511 100,000
15 56,644 15,639 15,639 100,000 28,949 28,949 100,000 53,913 53,913 100,000
16 62,101 15,691 15,691 100,000 30,997 30,997 100,000 61,045 61,045 100,000
17 67,831 15,536 15,536 100,000 33,017 33,017 100,000 69,018 69,018 100,000
18 73,848 15,164 15,164 100,000 35,010 35,010 100,000 77,985 77,985 100,000
19 80,165 14,555 14,555 100,000 36,973 36,973 100,000 88,129 88,129 100,000
20 86,798 13,667 13,667 100,000 38,890 38,890 100,000 99,603 99,603 106,575
21 93,763 12,467 12,467 100,000 40,753 40,753 100,000 112,329 112,329 117,946
22 101,076 10,871 10,871 100,000 42,524 42,524 100,000 126,332 126,332 132,649
23 108,755 8,813 8,813 100,000 44,183 44,183 100,000 141,732 141,732 148,819
24 116,818 6,215 6,215 100,000 45,708 45,708 100,000 158,661 158,661 166,594
25 125,284 2,976 2,976 100,000 47,071 47,071 100,000 177,258 177,258 186,121
26 134,173 (*) (*) (*) 48,244 48,244 100,000 197,678 197,678 207,562
27 143,506 (*) (*) (*) 49,200 49,200 100,000 220,086 220,086 231,090
28 153,307 (*) (*) (*) 49,893 49,893 100,000 244,659 244,659 256,892
29 163,597 (*) (*) (*) 50,268 50,268 100,000 271,586 271,586 285,165
30 174,402 (*) (*) (*) 50,237 50,237 100,000 301,066 301,066 316,119
</TABLE>
(1) NO POLICY LOANS AND NO PARTIAL WITHDRAWALS HAVE BEEN MADE.
(2) CURRENT VALUES REFLECT CURRENT COST OF INSURANCE CHARGES AND A MONTHLY
$12.50 ADMINISTRATIVE EXPENSE CHARGE FOR THE FIRST POLICY YEAR AND $5
THEREAFTER. CURRENT VALUES REFLECT A 6% OF PREMIUM CHARGE ON ALL PREMIUMS
UP TO THE BREAK POINT PREMIUM AND 4% ON PREMIUMS IN EXCESS OF BREAK POINT
FOR ANY SINGLE POLICY YEAR.
(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 REPRESENTATION CAN BE MADE BY NATIONWIDE LIFE OR THE TRUST THAT THESE
HYPOTHETICAL RATES OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER
ANY PERIOD OF TIME.
50
<PAGE> 54
DEATH BENEFIT OPTION 1
$2,500 ANNUAL PREMIUM: $100,000 SPECIFIED AMOUNT
MALE: NON-TOBACCO: 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 2,625 1,210 48 100,000 1,314 152 100,000 1,419 256 100,000
2 5,381 2,538 1,375 100,000 2,827 1,664 100,000 3,130 1,967 100,000
3 8,275 3,769 2,723 100,000 4,330 3,284 100,000 4,941 3,895 100,000
4 11,314 4,898 3,968 100,000 5,816 4,886 100,000 6,857 5,927 100,000
5 14,505 5,916 5,103 100,000 7,275 6,462 100,000 8,882 8,069 100,000
6 17,855 6,814 6,117 100,000 8,698 8,001 100,000 11,022 10,324 100,000
7 21,373 7,581 7,000 100,000 10,072 9,491 100,000 13,281 12,700 100,000
8 25,066 8,200 7,735 100,000 11,379 10,914 100,000 15,661 15,196 100,000
9 28,945 8,653 8,305 100,000 12,600 12,251 100,000 18,167 17,818 100,000
10 33,017 8,925 8,925 100,000 13,716 13,716 100,000 20,805 20,805 100,000
11 37,293 8,996 8,996 100,000 14,708 14,708 100,000 23,587 23,587 100,000
12 41,782 8,851 8,851 100,000 15,556 15,556 100,000 26,529 26,529 100,000
13 46,497 8,469 8,469 100,000 16,240 16,240 100,000 29,748 29,748 100,000
14 51,446 7,826 7,826 100,000 16,730 16,730 100,000 33,197 33,197 100,000
15 56,644 6,885 6,885 100,000 16,989 16,989 100,000 36,908 36,908 100,000
16 62,101 5,596 5,596 100,000 16,966 16,966 100,000 40,917 40,917 100,000
17 67,831 3,893 3,893 100,000 16,591 16,591 100,000 45,266 45,266 100,000
18 73,848 1,689 1,689 100,000 15,776 15,776 100,000 50,008 50,008 100,000
19 80,165 (*) (*) (*) 14,416 14,416 100,000 55,221 55,221 100,000
20 86,798 (*) (*) (*) 12,393 12,393 100,000 61,017 61,017 100,000
21 93,763 (*) (*) (*) 9,571 9,571 100,000 67,554 67,554 100,000
22 101,076 (*) (*) (*) 5,787 5,787 100,000 75,040 75,040 100,000
23 108,755 (*) (*) (*) 836 836 100,000 83,755 83,755 100,000
24 116,818 (*) (*) (*) (*) (*) (*) 94,068 94,068 100,000
25 125,284 (*) (*) (*) (*) (*) (*) 105,902 105,902 111,197
26 134,173 (*) (*) (*) (*) (*) (*) 118,857 118,857 124,800
27 143,506 (*) (*) (*) (*) (*) (*) 133,024 133,024 139,675
28 153,307 (*) (*) (*) (*) (*) (*) 148,495 148,495 155,920
29 163,597 (*) (*) (*) (*) (*) (*) 165,367 165,367 173,635
30 174,402 (*) (*) (*) (*) (*) (*) 183,741 183,741 192,928
</TABLE>
(1) NO POLICY LOANS AND NO PARTIAL WITHDRAWALS HAVE BEEN MADE.
(2) GUARANTEED VALUES REFLECT GUARANTEED COST OF INSURANCE CHARGES AND A
MONTHLY $25 ADMINISTRATIVE EXPENSE CHARGE FOR THE FIRST POLICY YEAR AND
$7.50 THEREAFTER. GUARANTEED VALUES REFLECT A 6% OF PREMIUM CHARGE ON ALL
PREMIUMS.
(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 REPRESENTATION CAN BE MADE BY NATIONWIDE LIFE OR THE TRUST THAT THESE
HYPOTHETICAL RATES OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER
ANY PERIOD OF TIME.
51
<PAGE> 55
DEATH BENEFIT OPTION 2
$750 ANNUAL PREMIUM: $50,000 SPECIFIED AMOUNT
MALE: NON-TOBACCO: 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>
1 788 388 0 50,388 420 0 50,420 452 0 50,452
2 1,614 847 273 50,847 937 363 50,937 1,032 458 51,032
3 2,483 1,286 770 51,286 1,464 948 51,464 1,657 1,141 51,657
4 3,394 1,700 1,241 51,700 1,995 1,536 51,995 2,327 1,868 52,327
5 4,351 2,089 1,688 52,089 2,529 2,128 52,529 3,046 2,645 53,046
6 5,357 2,454 2,110 52,454 3,068 2,724 53,068 3,819 3,475 53,819
7 6,412 2,801 2,514 52,801 3,617 3,330 53,617 4,657 4,370 54,657
8 7,520 3,123 2,893 53,123 4,170 3,941 54,170 5,560 5,331 55,560
9 8,683 3,422 3,250 53,422 4,729 4,556 54,729 6,536 6,363 56,536
10 9,905 3,697 3,697 53,697 5,291 5,291 55,291 7,590 7,590 57,590
11 11,188 3,944 3,944 53,944 5,852 5,852 55,852 8,726 8,726 58,726
12 12,535 4,161 4,161 54,161 6,411 6,411 56,411 9,949 9,949 59,949
13 13,949 4,344 4,344 54,344 6,962 6,962 56,962 11,264 11,264 61,264
14 15,434 4,489 4,489 54,489 7,499 7,499 57,499 12,674 12,674 62,674
15 16,993 4,585 4,585 54,585 8,013 8,013 58,013 14,179 14,179 64,179
16 18,630 4,635 4,635 54,635 8,501 8,501 58,501 15,788 15,788 65,788
17 20,349 4,630 4,630 54,630 8,955 8,955 58,955 17,502 17,502 67,502
18 22,154 4,560 4,560 54,560 9,359 9,359 59,359 19,320 19,320 69,320
19 24,049 4,425 4,425 54,425 9,714 9,714 59,714 21,253 21,253 71,253
20 26,039 4,217 4,217 54,217 10,005 10,005 60,005 23,301 23,301 73,301
21 28,129 3,932 3,932 53,932 10,225 10,225 60,225 25,469 25,469 75,469
22 30,323 3,560 3,560 53,560 10,361 10,361 60,361 27,845 27,845 77,845
23 32,626 3,092 3,092 53,092 10,396 10,396 60,396 30,360 30,360 80,360
24 35,045 2,517 2,517 52,517 10,314 10,314 60,314 33,015 33,015 83,015
25 37,585 1,837 1,837 51,837 10,110 10,110 60,110 35,825 35,825 85,825
26 40,252 1,041 1,041 51,041 9,767 9,767 59,767 38,794 38,794 88,794
27 43,052 103 103 50,103 9,248 9,248 59,248 41,907 41,907 91,907
28 45,992 (*) (*) (*) 8,546 8,546 58,546 45,178 45,178 95,178
29 49,079 (*) (*) (*) 7,639 7,639 57,639 48,610 48,610 98,610
30 52,321 (*) (*) (*) 6,508 6,508 56,508 52,209 52,209 102,209
</TABLE>
(1) NO POLICY LOANS AND NO PARTIAL WITHDRAWALS HAVE BEEN MADE.
(2) CURRENT VALUES REFLECT CURRENT COST OF INSURANCE CHARGES AND A MONTHLY
$12.50 ADMINISTRATIVE EXPENSE CHARGE FOR THE FIRST POLICY YEAR AND $5
THEREAFTER. CURRENT VALUES REFLECT A 6% OF PREMIUM CHARGE ON ALL PREMIUMS
UP TO THE BREAK POINT PREMIUM AND 4% ON PREMIUMS IN EXCESS OF BREAK POINT
FOR ANY SINGLE POLICY YEAR.
(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 REPRESENTATION CAN BE MADE BY NATIONWIDE LIFE OR THE TRUST THAT THESE
HYPOTHETICAL RATES OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER
ANY PERIOD OF TIME.
52
<PAGE> 56
DEATH BENEFIT OPTION 2
$750 ANNUAL PREMIUM: $50,000 SPECIFIED AMOUNT
MALE: NON-TOBACCO: 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>
1 788 173 0 50,173 198 0 50,198 223 0 50,223
2 1,614 533 0 50,533 600 27 50,600 671 97 50,671
3 2,483 868 352 50,868 1,000 483 51,000 1,143 627 51,143
4 3,394 1,176 717 51,176 1,394 935 51,394 1,641 1,182 51,641
5 4,351 1,455 1,053 51,455 1,781 1,379 51,781 2,164 1,763 52,164
6 5,357 1,703 1,359 51,703 2,156 1,812 52,156 2,712 2,368 52,712
7 6,412 1,917 1,630 51,917 2,517 2,230 52,517 3,283 2,996 53,283
8 7,520 2,092 1,862 52,092 2,856 2,627 52,856 3,875 3,645 53,875
9 8,683 2,223 2,051 52,223 3,168 2,996 53,168 4,483 4,311 54,483
10 9,905 2,308 2,308 52,308 3,447 3,447 53,447 5,106 5,106 55,106
11 11,188 2,341 2,341 52,341 3,686 3,686 53,686 5,738 5,738 55,738
12 12,535 2,318 2,318 52,318 3,878 3,878 53,878 6,375 6,375 56,375
13 13,949 2,239 2,239 52,239 4,019 4,019 54,019 7,016 7,016 57,016
14 15,434 2,096 2,096 52,096 4,099 4,099 54,099 7,653 7,653 57,653
15 16,993 1,883 1,883 51,883 4,108 4,108 54,108 8,278 8,278 58,278
16 18,630 1,592 1,592 51,592 4,033 4,033 54,033 8,879 8,879 58,879
17 20,349 1,216 1,216 51,216 3,862 3,862 53,862 9,445 9,445 59,445
18 22,154 742 742 50,742 3,576 3,576 53,576 9,957 9,957 59,957
19 24,049 157 157 50,157 3,156 3,156 53,156 10,396 10,396 60,396
20 26,039 (*) (*) (*) 2,582 2,582 52,582 10,738 10,738 60,738
21 28,129 (*) (*) (*) 1,835 1,835 51,835 10,961 10,961 60,961
22 30,323 (*) (*) (*) 894 894 50,894 11,040 11,040 61,040
23 32,626 (*) (*) (*) (*) (*) (*) 10,947 10,947 60,947
24 35,045 (*) (*) (*) (*) (*) (*) 10,649 10,649 60,649
25 37,585 (*) (*) (*) (*) (*) (*) 10,103 10,103 60,103
26 40,252 (*) (*) (*) (*) (*) (*) 9,254 9,254 59,254
27 43,052 (*) (*) (*) (*) (*) (*) 8,036 8,036 58,036
28 45,992 (*) (*) (*) (*) (*) (*) 6,366 6,366 56,366
29 49,079 (*) (*) (*) (*) (*) (*) 4,151 4,151 54,151
30 52,321 (*) (*) (*) (*) (*) (*) 1,298 1,298 51,298
</TABLE>
(1) NO POLICY LOANS AND NO PARTIAL WITHDRAWALS HAVE BEEN MADE.
(2) GUARANTEED VALUES REFLECT GUARANTEED COST OF INSURANCE CHARGES AND A
MONTHLY $25 ADMINISTRATIVE EXPENSE CHARGE FOR THE FIRST POLICY YEAR AND
$7.50 THEREAFTER. GUARANTEED VALUES REFLECT A 6% OF PREMIUM CHARGE ON ALL
PREMIUMS.
(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 REPRESENTATION CAN BE MADE BY NATIONWIDE LIFE OR THE TRUST THAT THESE
HYPOTHETICAL RATES OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER
ANY PERIOD OF TIME.
53
<PAGE> 57
DEATH BENEFIT OPTION 2
$1,500 ANNUAL PREMIUM: $100,000 SPECIFIED AMOUNT
MALE: NON-TOBACCO: 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 1,575 943 46 100,943 1,012 115 101,012 1,082 184 101,082
2 3,229 1,936 1,039 101,936 2,135 1,237 102,135 2,342 1,444 102,342
3 4,965 2,889 2,081 102,889 3,280 2,472 103,280 3,705 2,897 103,705
4 6,788 3,802 3,084 103,802 4,450 3,732 104,450 5,181 4,463 105,181
5 8,703 4,677 4,048 104,677 5,645 5,017 105,645 6,781 6,153 106,781
6 10,713 5,514 4,975 105,514 6,867 6,328 106,867 8,520 7,981 108,520
7 12,824 6,302 5,853 106,302 8,105 7,656 108,105 10,397 9,948 110,397
8 15,040 7,031 6,672 107,031 9,346 8,987 109,346 12,415 12,056 112,415
9 17,367 7,701 7,431 107,701 10,593 10,324 110,593 14,587 14,318 114,587
10 19,810 8,302 8,302 108,302 11,832 11,832 111,832 16,919 16,919 116,919
11 22,376 8,848 8,848 108,848 13,078 13,078 113,078 19,438 19,438 119,438
12 25,069 9,347 9,347 109,347 14,338 14,338 114,338 22,173 22,173 122,173
13 27,898 9,803 9,803 109,803 15,614 15,614 115,614 25,147 25,147 125,147
14 30,868 10,195 10,195 110,195 16,886 16,886 116,886 28,447 28,447 128,447
15 33,986 10,502 10,502 110,502 18,131 18,131 118,131 32,010 32,010 132,010
16 37,261 10,731 10,731 110,731 19,353 19,353 119,353 35,866 35,866 135,866
17 40,699 10,873 10,873 110,873 20,541 20,541 120,541 40,037 40,037 140,037
18 44,309 10,913 10,913 110,913 21,677 21,677 121,677 44,539 44,539 144,539
19 48,099 10,847 10,847 110,847 22,750 22,750 122,750 49,397 49,397 149,397
20 52,079 10,679 10,679 110,679 23,765 23,765 123,765 54,655 54,655 154,655
21 56,258 10,398 10,398 110,398 24,701 24,701 124,701 60,337 60,337 160,337
22 60,646 9,972 9,972 109,972 25,523 25,523 125,523 66,454 66,454 166,454
23 65,253 9,394 9,394 109,394 26,295 26,295 126,295 73,040 73,040 173,040
24 70,091 8,636 8,636 108,636 26,908 26,908 126,908 80,114 80,114 180,114
25 75,170 7,694 7,694 107,694 27,344 27,344 127,344 87,716 87,716 187,716
26 80,504 6,560 6,560 106,560 27,585 27,585 127,585 95,891 95,891 195,891
27 86,104 5,199 5,199 105,199 27,582 27,582 127,582 104,658 104,658 204,658
28 91,984 3,604 3,604 103,604 27,315 27,315 127,315 114,068 114,068 214,068
29 98,158 1,762 1,762 101,762 26,752 26,752 126,752 124,170 124,170 224,170
30 104,641 (*) (*) (*) 25,840 25,840 125,840 134,993 134,993 234,993
</TABLE>
(1) NO POLICY LOANS AND NO PARTIAL WITHDRAWALS HAVE BEEN MADE.
(2) CURRENT VALUES REFLECT CURRENT COST OF INSURANCE CHARGES AND A MONTHLY
$12.50 ADMINISTRATIVE EXPENSE CHARGE FOR THE FIRST POLICY YEAR AND $5
THEREAFTER. CURRENT VALUES REFLECT A 6% OF PREMIUM CHARGE ON ALL PREMIUMS
UP TO THE BREAK POINT PREMIUM AND 4% ON PREMIUMS IN EXCESS OF BREAK POINT
FOR ANY SINGLE POLICY YEAR.
(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 REPRESENTATION CAN BE MADE BY NATIONWIDE LIFE OR THE TRUST THAT THESE
HYPOTHETICAL RATES OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER
ANY PERIOD OF TIME.
54
<PAGE> 58
DEATH BENEFIT OPTION 2
$1,500 ANNUAL PREMIUM: $100,000 SPECIFIED AMOUNT
MALE: NON-TOBACCO: 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 1,575 747 0 100,747 809 0 100,809 872 0 100,872
2 3,229 1,661 763 101,661 1,839 941 101,839 2,025 1,127 102,025
3 4,965 2,530 1,722 102,530 2,881 2,073 102,881 3,262 2,454 103,262
4 6,788 3,352 2,634 103,352 3,933 3,215 103,933 4,589 3,871 104,589
5 8,703 4,124 3,496 104,124 4,993 4,365 104,993 6,013 5,385 106,013
6 10,713 4,842 4,304 104,842 6,055 5,517 106,055 7,537 6,999 107,537
7 12,824 5,502 5,053 105,502 7,114 6,665 107,114 9,166 8,717 109,166
8 15,040 6,097 5,738 106,097 8,162 7,803 108,162 10,902 10,543 110,902
9 17,367 6,619 6,350 106,619 9,190 8,921 109,190 12,749 12,480 112,749
10 19,810 7,065 7,065 107,065 10,191 10,191 110,191 14,709 14,709 114,709
11 22,376 7,426 7,426 107,426 11,155 11,155 111,155 16,786 16,786 116,786
12 25,069 7,697 7,697 107,697 12,073 12,073 112,073 18,983 18,983 118,983
13 27,898 7,874 7,874 107,874 12,937 12,937 112,937 21,309 21,309 121,309
14 30,868 7,950 7,950 107,950 13,737 13,737 113,737 23,764 23,764 123,764
15 33,986 7,913 7,913 107,913 14,455 14,455 114,455 26,350 26,350 126,350
16 37,261 7,752 7,752 107,752 15,075 15,075 115,075 29,154 29,154 129,154
17 40,699 7,455 7,455 107,455 15,578 15,578 115,578 32,103 32,103 132,103
18 44,309 7,004 7,004 107,004 15,937 15,937 115,937 35,191 35,191 135,191
19 48,099 6,379 6,379 106,379 16,125 16,125 116,125 38,408 38,408 138,408
20 52,079 5,563 5,563 105,563 16,112 16,112 116,112 41,745 41,745 141,745
21 56,258 4,539 4,539 104,539 15,871 15,871 115,871 45,197 45,197 145,197
22 60,646 3,293 3,293 103,293 15,371 15,371 115,371 48,752 48,752 148,752
23 65,253 1,809 1,809 101,809 14,585 14,585 114,585 52,405 52,405 152,405
24 70,091 70 70 100,070 13,475 13,475 113,475 56,141 56,141 156,141
25 75,170 (*) (*) (*) 11,996 11,996 111,996 59,933 59,933 159,933
26 80,504 (*) (*) (*) 10,089 10,089 110,089 63,745 63,745 163,745
27 86,104 (*) (*) (*) 7,684 7,684 107,684 67,523 67,523 167,523
28 91,984 (*) (*) (*) 4,691 4,691 104,691 71,195 71,195 171,195
29 98,158 (*) (*) (*) 1,020 1,020 101,020 74,681 74,681 174,681
30 104,641 (*) (*) (*) (*) (*) (*) 77,902 77,902 177,902
</TABLE>
(1) NO POLICY LOANS AND NO PARTIAL WITHDRAWALS HAVE BEEN MADE.
(2) GUARANTEED VALUES REFLECT GUARANTEED COST OF INSURANCE CHARGES AND A
MONTHLY $25 ADMINISTRATIVE EXPENSE CHARGE FOR THE FIRST POLICY YEAR AND
$7.50 THEREAFTER. GUARANTEED VALUES REFLECT A 6% OF PREMIUM CHARGE ON ALL
PREMIUMS.
(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 REPRESENTATION CAN BE MADE BY NATIONWIDE LIFE OR THE TRUST THAT THESE
HYPOTHETICAL RATES OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER
ANY PERIOD OF TIME.
55
<PAGE> 59
DEATH BENEFIT OPTION 2
$1200 ANNUAL PREMIUM: $50,000 SPECIFIED AMOUNT
MALE: NON-TOBACCO: 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 1,260 635 0 50,635 687 0 50,687 738 45 50,738
2 2,583 1,324 631 51,324 1,468 775 51,468 1,619 926 51,619
3 3,972 1,971 1,347 51,971 2,252 1,628 52,252 2,557 1,933 52,557
4 5,431 2,571 2,016 52,571 3,031 2,477 53,031 3,552 2,997 53,552
5 6,962 3,115 2,630 53,115 3,796 3,311 53,796 4,599 4,114 54,599
6 8,570 3,606 3,190 53,606 4,548 4,132 54,548 5,704 5,288 55,704
7 10,259 4,034 3,687 54,034 5,275 4,929 55,275 6,864 6,517 56,864
8 12,032 4,389 4,112 54,389 5,966 5,688 55,966 8,071 7,794 58,071
9 13,893 4,674 4,466 54,674 6,618 6,410 56,618 9,331 9,123 59,331
10 15,848 4,878 4,878 54,878 7,219 7,219 57,219 10,638 10,638 60,638
11 17,901 4,997 4,997 54,997 7,763 7,763 57,763 11,991 11,991 61,991
12 20,056 5,023 5,023 55,023 8,235 8,235 58,235 13,384 13,384 63,384
13 22,318 4,946 4,946 54,946 8,621 8,621 58,621 14,809 14,809 64,809
14 24,694 4,756 4,756 54,756 8,905 8,905 58,905 16,256 16,256 66,256
15 27,189 4,454 4,454 54,454 9,083 9,083 59,083 17,728 17,728 67,728
16 29,808 4,030 4,030 54,030 9,137 9,137 59,137 19,213 19,213 69,213
17 32,559 3,458 3,458 53,458 9,033 9,033 59,033 20,683 20,683 70,683
18 35,447 2,738 2,738 52,738 8,762 8,762 58,762 22,135 22,135 72,135
19 38,479 1,862 1,862 51,862 8,305 8,305 58,305 23,554 23,554 73,554
20 41,663 819 819 50,819 7,643 7,643 57,643 24,924 24,924 74,924
21 45,006 (*) (*) (*) 6,740 6,740 56,740 26,215 26,215 76,215
22 48,517 (*) (*) (*) 5,562 5,562 55,562 27,476 27,476 77,476
23 52,202 (*) (*) (*) 4,070 4,070 54,070 28,598 28,598 78,598
24 56,073 (*) (*) (*) 2,233 2,233 52,233 29,544 29,544 79,544
25 60,136 (*) (*) (*) 10 10 50,010 30,272 30,272 80,272
26 64,403 (*) (*) (*) (*) (*) (*) 30,730 30,730 80,730
27 68,883 (*) (*) (*) (*) (*) (*) 30,863 30,863 80,863
28 73,587 (*) (*) (*) (*) (*) (*) 30,617 30,617 80,617
29 78,527 (*) (*) (*) (*) (*) (*) 29,917 29,917 79,917
30 83,713 (*) (*) (*) (*) (*) (*) 28,677 28,677 78,677
</TABLE>
(1) NO POLICY LOANS AND NO PARTIAL WITHDRAWALS HAVE BEEN MADE.
(2) CURRENT VALUES REFLECT CURRENT COST OF INSURANCE CHARGES AND A MONTHLY
$12.50 ADMINISTRATIVE EXPENSE CHARGE FOR THE FIRST POLICY YEAR AND $5
THEREAFTER. CURRENT VALUES REFLECT A 6% OF PREMIUM CHARGE ON ALL PREMIUMS
UP TO THE BREAK POINT PREMIUM AND 4% ON PREMIUMS IN EXCESS OF BREAK POINT
FOR ANY SINGLE POLICY YEAR.
(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 REPRESENTATION CAN BE MADE BY NATIONWIDE LIFE OR THE TRUST THAT THESE
HYPOTHETICAL RATES OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER
ANY PERIOD OF TIME.
56
<PAGE> 60
DEATH BENEFIT OPTION 2
$1200 ANNUAL PREMIUM: $50,000 SPECIFIED AMOUNT
MALE: NON-TOBACCO: 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 1,260 280 0 50,280 319 0 50,319 360 0 50,360
2 2,583 708 15 50,708 811 118 50,811 919 226 50,919
3 3,972 1,071 447 51,071 1,263 639 51,263 1,474 850 51,474
4 5,431 1,364 809 51,364 1,668 1,113 51,668 2,016 1,461 52,016
5 6,962 1,579 1,094 51,579 2,015 1,530 52,015 2,535 2,050 52,535
6 8,570 1,709 1,293 51,709 2,293 1,877 52,293 3,021 2,605 53,021
7 10,259 1,747 1,401 51,747 2,489 2,143 52,489 3,460 3,114 53,460
8 12,032 1,680 1,403 51,680 2,586 2,309 52,586 3,833 3,555 53,833
9 13,893 1,496 1,288 51,496 2,565 2,357 52,565 4,117 3,909 54,117
10 15,848 1,183 1,183 51,183 2,407 2,407 52,407 4,290 4,290 54,290
11 17,901 730 730 50,730 2,093 2,093 52,093 4,326 4,326 54,326
12 20,056 128 128 50,128 1,603 1,603 51,603 4,199 4,199 54,199
13 22,318 (*) (*) (*) 919 919 50,919 3,879 3,879 53,879
14 24,694 (*) (*) (*) 16 16 50,016 3,332 3,332 53,332
15 27,189 (*) (*) (*) (*) (*) (*) 2,511 2,511 52,511
16 29,808 (*) (*) (*) (*) (*) (*) 1,360 1,360 51,360
17 32,559 (*) (*) (*) (*) (*) (*) (*) (*) (*)
18 35,447 (*) (*) (*) (*) (*) (*) (*) (*) (*)
19 38,479 (*) (*) (*) (*) (*) (*) (*) (*) (*)
20 41,663 (*) (*) (*) (*) (*) (*) (*) (*) (*)
21 45,006 (*) (*) (*) (*) (*) (*) (*) (*) (*)
22 48,517 (*) (*) (*) (*) (*) (*) (*) (*) (*)
23 52,202 (*) (*) (*) (*) (*) (*) (*) (*) (*)
24 56,073 (*) (*) (*) (*) (*) (*) (*) (*) (*)
25 60,136 (*) (*) (*) (*) (*) (*) (*) (*) (*)
26 64,403 (*) (*) (*) (*) (*) (*) (*) (*) (*)
27 68,883 (*) (*) (*) (*) (*) (*) (*) (*) (*)
28 73,587 (*) (*) (*) (*) (*) (*) (*) (*) (*)
29 78,527 (*) (*) (*) (*) (*) (*) (*) (*) (*)
30 83,713 (*) (*) (*) (*) (*) (*) (*) (*) (*)
</TABLE>
(1) NO POLICY LOANS AND NO PARTIAL WITHDRAWALS HAVE BEEN MADE.
(2) GUARANTEED VALUES REFLECT GUARANTEED COST OF INSURANCE CHARGES AND A
MONTHLY $25 ADMINISTRATIVE EXPENSE CHARGE FOR THE FIRST POLICY YEAR AND
$7.50 THEREAFTER. GUARANTEED VALUES REFLECT A 6% OF PREMIUM CHARGE ON ALL
PREMIUMS.
(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 REPRESENTATION CAN BE MADE BY NATIONWIDE LIFE OR THE TRUST THAT THESE
HYPOTHETICAL RATES OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER
ANY PERIOD OF TIME.
57
<PAGE> 61
DEATH BENEFIT OPTION 2
$2,500 ANNUAL PREMIUM: $100,000 SPECIFIED AMOUNT
MALE: NON-TOBACCO: 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 2,625 1,521 358 101,521 1,634 471 101,634 1,747 585 101,747
2 5,381 3,068 1,905 103,068 3,390 2,228 103,390 3,727 2,565 103,727
3 8,275 4,553 3,507 104,553 5,185 4,138 105,185 5,870 4,824 105,870
4 11,314 5,957 5,027 105,957 6,995 6,065 106,995 8,168 7,238 108,168
5 14,505 7,260 6,446 107,260 8,803 7,989 108,803 10,618 9,804 110,618
6 17,855 8,467 7,770 108,467 10,611 9,913 110,611 13,236 12,538 113,236
7 21,373 9,572 8,991 109,572 12,410 11,829 112,410 16,032 15,450 116,032
8 25,066 10,558 10,093 110,558 14,182 13,717 114,182 19,004 18,539 119,004
9 28,945 11,422 11,073 111,422 15,920 15,571 115,920 22,165 21,816 122,165
10 33,017 12,169 12,169 112,169 17,625 17,625 117,625 25,537 25,537 125,537
11 37,293 12,787 12,787 112,787 19,282 19,282 119,282 29,216 29,216 129,216
12 41,782 13,245 13,245 113,245 20,855 20,855 120,855 33,119 33,119 133,119
13 46,497 13,537 13,537 113,537 22,329 22,329 122,329 37,260 37,260 137,260
14 51,446 13,634 13,634 113,634 23,672 23,672 123,672 41,634 41,634 141,634
15 56,644 13,532 13,532 113,532 24,866 24,866 124,866 46,253 46,253 146,253
16 62,101 13,225 13,225 113,225 25,897 25,897 125,897 51,134 51,134 151,134
17 67,831 12,676 12,676 112,676 26,801 26,801 126,801 56,262 56,262 156,262
18 73,848 11,880 11,880 111,880 27,481 27,481 127,481 61,654 61,654 161,654
19 80,165 10,824 10,824 110,824 27,908 27,908 127,908 67,317 67,317 167,317
20 86,798 9,472 9,472 109,472 28,031 28,031 128,031 73,238 73,238 173,238
21 93,763 7,801 7,801 107,801 27,806 27,806 127,806 79,414 79,414 179,414
22 101,076 5,739 5,739 105,739 27,138 27,138 127,138 85,789 85,789 185,789
23 108,755 3,246 3,246 103,246 25,958 25,958 125,958 92,333 92,333 192,333
24 116,818 283 283 100,283 24,195 24,195 124,195 99,016 99,016 199,016
25 125,284 (*) (*) (*) 21,690 21,690 121,690 105,789 105,789 205,789
26 134,173 (*) (*) (*) 18,438 18,438 118,438 112,609 112,609 212,609
27 143,506 (*) (*) (*) 14,369 14,369 114,369 119,439 119,439 219,439
28 153,307 (*) (*) (*) 9,384 9,384 109,384 126,214 126,214 226,214
29 163,597 (*) (*) (*) 3,380 3,380 103,380 132,863 132,863 232,863
30 174,402 (*) (*) (*) (*) (*) (*) 139,270 139,270 239,270
</TABLE>
(1) NO POLICY LOANS AND NO PARTIAL WITHDRAWALS HAVE BEEN MADE.
(2) CURRENT VALUES REFLECT CURRENT COST OF INSURANCE CHARGES AND A MONTHLY
$12.50 ADMINISTRATIVE EXPENSE CHARGE FOR THE FIRST POLICY YEAR AND $5
THEREAFTER. CURRENT VALUES REFLECT A 6% OF PREMIUM CHARGE ON ALL PREMIUMS
UP TO THE BREAK POINT PREMIUM AND 4% ON PREMIUMS IN EXCESS OF BREAK POINT
FOR ANY SINGLE POLICY YEAR.
(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 REPRESENTATION CAN BE MADE BY NATIONWIDE LIFE OR THE TRUST THAT THESE
HYPOTHETICAL RATES OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER
ANY PERIOD OF TIME.
58
<PAGE> 62
DEATH BENEFIT OPTION 2
$2,500 ANNUAL PREMIUM: $100,000 SPECIFIED AMOUNT
MALE: NON-TOBACCO: 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 2,625 1,196 33 101,196 1,299 136 101,299 1,402 239 101,402
2 5,381 2,495 1,333 102,495 2,780 1,617 102,780 3,078 1,915 103,078
3 8,275 3,684 2,638 103,684 4,232 3,186 104,232 4,829 3,782 104,829
4 11,314 4,755 3,825 104,755 5,643 4,713 105,643 6,651 5,721 106,651
5 14,505 5,695 4,882 105,695 6,999 6,186 106,999 8,540 7,727 108,540
6 17,855 6,496 5,799 106,496 8,285 7,587 108,285 10,488 9,791 110,488
7 21,373 7,145 6,564 107,145 9,481 8,900 109,481 12,486 11,905 112,486
8 25,066 7,623 7,158 107,623 10,563 10,098 110,563 14,516 14,051 114,516
9 28,945 7,912 7,563 107,912 11,503 11,154 111,503 16,558 16,210 116,558
10 33,017 7,994 7,994 107,994 12,275 12,275 112,275 18,593 18,593 118,593
11 37,293 7,854 7,854 107,854 12,851 12,851 112,851 20,598 20,598 120,598
12 41,782 7,476 7,476 107,476 13,204 13,204 113,204 22,551 22,551 122,551
13 46,497 6,846 6,846 106,846 13,306 13,306 113,306 24,427 24,427 124,427
14 51,446 5,947 5,947 105,947 13,122 13,122 113,122 26,195 26,195 126,195
15 56,644 4,750 4,750 104,750 12,608 12,608 112,608 27,897 27,897 127,897
16 62,101 3,219 3,219 103,219 11,706 11,706 111,706 29,400 29,400 129,400
17 67,831 1,308 1,308 101,308 10,348 10,348 110,348 30,627 30,627 130,627
18 73,848 (*) (*) (*) 8,448 8,448 108,448 31,482 31,482 131,482
19 80,165 (*) (*) (*) 5,915 5,915 105,915 31,856 31,856 131,856
20 86,798 (*) (*) (*) 2,666 2,666 102,666 31,640 31,640 131,640
21 93,763 (*) (*) (*) (*) (*) (*) 30,725 30,725 130,725
22 101,076 (*) (*) (*) (*) (*) (*) 28,996 28,996 128,996
23 108,755 (*) (*) (*) (*) (*) (*) 26,330 26,330 126,330
24 116,818 (*) (*) (*) (*) (*) (*) 22,587 22,587 122,587
25 125,284 (*) (*) (*) (*) (*) (*) 17,520 17,520 117,520
26 134,173 (*) (*) (*) (*) (*) (*) 10,976 10,976 110,976
27 143,506 (*) (*) (*) (*) (*) (*) 2,678 2,678 102,678
28 153,307 (*) (*) (*) (*) (*) (*) (*) (*) (*)
29 163,597 (*) (*) (*) (*) (*) (*) (*) (*) (*)
30 174,402 (*) (*) (*) (*) (*) (*) (*) (*) (*)
</TABLE>
(1) NO POLICY LOANS AND NO PARTIAL WITHDRAWALS HAVE BEEN MADE.
(2) GUARANTEED VALUES REFLECT GUARANTEED COST OF INSURANCE CHARGES AND A
MONTHLY $25 ADMINISTRATIVE EXPENSE CHARGE FOR THE FIRST POLICY YEAR AND
$7.50 THEREAFTER. GUARANTEED VALUES REFLECT A 6% OF PREMIUM CHARGE ON ALL
PREMIUMS.
(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 REPRESENTATION CAN BE MADE BY NATIONWIDE LIFE OR THE TRUST THAT THESE
HYPOTHETICAL RATES OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER
ANY PERIOD OF TIME.
59
<PAGE> 63
<PAGE> 1
Independent Auditors' Report
----------------------------
The Board of Directors of Nationwide Life Insurance Company and
Contract Owners of Nationwide VLI Separate Account-3:
We have audited the accompanying statement of assets, liabilities and
contract owners' equity of Nationwide VLI Separate Account-3 as of December 31,
1996, and the related statements of operations and changes in contract owners'
equity and schedules of changes in unit value for each of the years in the
three year period then ended. These financial statements and schedules of
changes in unit value are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements and
schedules of changes in unit value based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements and schedules of
changes in unit value are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements. Our procedures included confirmation of securities
owned as of December 31, 1996, by correspondence with the transfer agents of
the underlying mutual funds. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.
In our opinion, the financial statements and schedules of changes in unit
value referred to above present fairly, in all material respects, the financial
position of Nationwide VLI Separate Account-3 as of December 31, 1996, and the
results of its operations and its changes in contract owners' equity and the
schedules of changes in unit value for each of the years in the three year
period then ended in conformity with generally accepted accounting principles.
KPMG Peat Marwick LLP
Columbus, Ohio
February 7, 1997
<PAGE> 2
NATIONWIDE VLI SEPARATE ACCOUNT-3
STATEMENT OF ASSETS, LIABILITIES AND CONTRACT OWNERS' EQUITY
December 31, 1996
<TABLE>
<S> <C>
ASSETS:
Investments at market value:
The Dreyfus Socially Responsible Growth Fund, Inc. (DrySRGro)
1,525 shares (cost $26,854) ............................................... 30,631
Dreyfus Stock Index Fund (DryStkIx)
9,742 shares (cost $171,041) .............................................. 197,563
Fidelity VIP - Equity-Income Portfolio (FidVIPEI)
11,386 shares (cost $218,226) ............................................. 239,440
Fidelity VIP - Growth Portfolio (FidVIPGr)
10,012 shares (cost $294,741) ............................................. 311,771
Fidelity VIP - High Income Portfolio (FidVIPHI)
3,028 shares (cost $35,628) ............................................... 37,911
Fidelity VIP - Overseas Portfolio (FidVIPOv)
1,059 shares (cost $18,065) ............................................... 19,951
Fidelity VIP-II - Asset Manager Portfolio (FidVIPAM)
6,055 shares (cost $91,797) ............................................... 102,510
Fidelity VIP-II - Contrafund Portfolio (FidVIPCon)
7,084 shares (cost $102,557) .............................................. 117,319
Nationwide SAT - Capital Appreciation Fund (NSATCapAp)
276,603 shares (cost $3,273,884) .......................................... 4,503,103
Nationwide SAT - Government Bond Fund (NSATGvtBd)
134,748 shares (cost $1,465,741) .......................................... 1,487,613
Nationwide SAT - Money Market Fund (NSATMyMkt)
397,313 shares (cost $397,313) ............................................ 397,313
Nationwide SAT - Small Company Fund (NSATSmCo)
2,883 shares (cost $38,437) ............................................... 40,043
Nationwide SAT - Total Return Fund (NSATTotRe)
961,579 shares (cost $10,380,206) ......................................... 12,760,152
Neuberger & Berman - Balanced Portfolio (NBAMTBal)
792 shares (cost $11,091) ................................................. 11,129
Neuberger & Berman - Growth Portfolio (NBAMTGro)
2,352 shares (cost $60,933) ............................................... 60,637
Neuberger & Berman - Limited Maturity Bond Portfolio (NBAMTLMat)
75,687 shares (cost $1,158,239) ........................................... 1,204,929
Neuberger & Berman - Partners Portfolio (NBAMTPart)
3,311 shares (cost $47,877) ............................................... 54,571
Oppenheimer - Bond Fund (OppBdFd)
685 shares (cost $7,880) .................................................. 7,968
Oppenheimer - Global Securities Fund (OppGISec)
1,301 shares (cost $20,550) ............................................... 22,945
Oppenheimer - Multiple Strategies Fund (OppMult)
271 shares (cost $3,929) .................................................. 4,231
</TABLE>
<PAGE> 3
<TABLE>
<S> <C>
Strong Special Fund II, Inc. (StSpec2)
3,074 shares (cost $52,663) ............................................ 59,143
Strong VIF - Strong Discovery Fund II (StDisc2)
1,455 shares (cost $16,865) ............................................ 15,718
Strong VIF - Strong International Stock Fund II (StIntStk2)
1,173 shares (cost $13,237) ............................................ 13,173
TCI Portfolios - TCI Advantage (TCIAdv)
128,928 shares (cost $706,467) ......................................... 810,955
TCI Portfolios - TCI Balanced (TCIBal)
1,707 shares (cost $11,909) ............................................ 12,872
TCI Portfolios - TCI Growth (TCIGro)
5,249 shares (cost $59,640) ............................................ 53,745
TCI Portfolios - TCI International (TCIInt)
4,169 shares (cost $23,112) ............................................ 24,846
Van Eck - Gold and Natural Resources Fund (VEGoldNR)
1,161 shares (cost $19,649) ............................................ 19,415
Van Eck - Worldwide Bond Fund (VEWrldBd)
153 shares (cost $1,636) ............................................... 1,698
Van Kampen American Capital - Real Estate Securities Fund (VKACRESec)
311 shares (cost $3,856) ............................................... 4,595
Warburg Pincus - International Equity Portfolio (WPIntEq)
1,696 shares (cost $19,395) ............................................ 19,473
Warburg Pincus - Small Company Growth Portfolio (WPSmCoGr)
3,764 shares (cost $46,999) ............................................ 53,630
------------
Total investments ................................................... 22,700,993
Accounts receivable .......................................................... 1,688
------------
Total assets ........................................................ 22,702,681
============
Contract Owners' Equity ......................................................... $ 22,702,681
============
</TABLE>
<PAGE> 4
<TABLE>
<CAPTION>
Contract owners' equity represented by: UNITS UNIT VALUE
<S> <C> <C> <C>
The Dreyfus Socially Responsible Growth Fund, Inc. ...... 1,769 17.319589 $ 30,638
Dreyfus Stock Index Fund ................................ 11,799 16.744674 197,570
Fidelity VIP - Equity-Income Portfolio .................. 9,508 25.185570 239,464
Fidelity VIP - Growth Portfolio ......................... 12,891 24.186560 311,789
Fidelity VIP - High Income Portfolio .................... 1,607 23.588786 37,907
Fidelity VIP - Overseas Portfolio ....................... 1,301 15.324813 19,938
Fidelity VIP-II - Asset Manager Portfolio ............... 5,640 18.169993 102,479
Fidelity VIP-II - Contrafund Portfolio .................. 8,785 13.356323 117,335
Nationwide SAT - Capital Appreciation Fund .............. 244,631 18.410667 4,503,820
Nationwide SAT - Government Bond Fund ................... 96,709 15.383251 1,487,699
Nationwide SAT - Money Market Fund ...................... 32,529 12.214743 397,333
Nationwide SAT - Small Company Fund ..................... 2,876 13.915643 40,021
Nationwide SAT - Total Return Fund ...................... 580,335 21.988773 12,760,855
Neuberger & Berman - Balanced Portfolio ................. 80,273 15.011230 1,204,996
Neuberger & Berman - Growth Portfolio ................... 3,508 17.282005 60,625
Neuberger & Berman - Limited Maturity Bond Portfolio .... 819 13.551318 11,099
Neuberger & Berman - Partners Portfolio ................. 3,122 17.469360 54,539
Oppenheimer - Bond Fund ................................. 505 15.764821 7,961
Oppenheimer - Global Securities Fund .................... 1,704 13.457220 22,931
Oppenheimer - Multiple Strategies Fund .................. 229 18.446363 4,224
Strong Special Fund II, Inc. ............................ 2,742 21.575419 59,160
Strong VIF - Strong Discovery Fund II ................... 952 16.514861 15,722
Strong VIF - Strong International Stock Fund II ......... 1,185 11.208230 13,282
TCI Portfolios - TCI Advantage .......................... 30,540 14.210999 434,004
TCI Portfolios - TCI Advantage (Depositor) (note 1a) .... 25,000 15.079515 376,988
TCI Portfolios - TCI Balanced ........................... 879 14.642920 12,871
TCI Portfolios - TCI Growth ............................. 3,507 15.327392 53,753
TCI Portfolios - TCI International ...................... 2,090 11.890858 24,852
Van Eck - Gold and Natural Resources Fund ............... 1,062 18.284590 19,418
Van Eck - Worldwide Bond Fund ........................... 126 13.479157 1,698
Van Kampen American Capital -
Real Estate Securities Fund .......................... 306 15.045195 4,604
Warburg Pincus - International Equity Portfolio ......... 1,670 11.660648 19,473
Warburg Pincus - Small Company Growth Portfolio ......... 3,809 14.080553 53,633
======= ========== -----------
$22,702,681
===========
</TABLE>
See accompanying notes to financial statements.
<PAGE> 5
NATIONWIDE VLI SEPARATE ACCOUNT-3
STATEMENTS OF OPERATIONS AND CHANGES IN CONTRACT OWNERS' EQUITY
Years Ended December 31, 1996, 1995 and 1994
<TABLE>
<CAPTION>
1996 1995 1994
------------ ------------ -----------
<S> <C> <C> <C>
INVESTMENT ACTIVITY:
Reinvested capital gains and dividends ................... $ 1,277,321 1,084,513 494,868
Mortality and expense charges (note 3) ................... (159,468) (119,641) (80,632)
------------ ---------- ----------
Net investment activity ............................... 1,117,853 964,872 414,236
------------ ---------- ----------
Proceeds from mutual fund shares sold .................... 1,904,080 2,252,228 4,179,645
Cost of mutual fund shares sold .......................... (1,696,815) (2,113,393) (4,147,943)
------------ ---------- ----------
Realized gain (loss) on investments ................... 207,265 138,835 31,702
Change in unrealized gain (loss) on investments .......... 2,051,091 2,274,433 (556,146)
------------ ---------- ----------
Net gain (loss) on investments ........................ 2,258,356 2,413,268 (524,444)
------------ ---------- ----------
Net increase (decrease) in contract owners'
equity resulting from operations ................ 3,376,209 3,378,140 (110,208)
------------ ---------- ----------
EQUITY TRANSACTIONS:
Purchase payments received from contract owners .......... 4,940,306 4,661,075 8,317,542
Surrenders (note 2d) ..................................... (641,251) (427,125) (172,813)
Death benefits (note 4) .................................. (6,306) (11,836) (17,276)
Policy loans (net of repayments) (note 5) ................ (635,496) (212,115) (85,214)
Deductions for surrender charges (note 2d) ............... (145,828) (71,008) (59,849)
Redemptions to pay cost of insurance charges
and administrative charges (notes 2b and 2c) .......... (2,089,346) (2,073,851) (2,524,466)
------------ ---------- ----------
Net equity transactions ............................ 1,422,079 1,865,140 5,457,924
------------ ---------- ----------
NET CHANGE IN CONTRACT OWNERS' EQUITY ....................... 4,798,288 5,243,280 5,347,716
CONTRACT OWNERS' EQUITY BEGINNING OF PERIOD ................. 17,904,393 12,661,113 7,313,397
------------ ---------- ----------
CONTRACT OWNERS' EQUITY END OF PERIOD ....................... $ 22,702,681 17,904,393 12,661,113
============ ========== ==========
</TABLE>
See accompanying notes to financial statements.
<PAGE> 6
NATIONWIDE VLI SEPARATE ACCOUNT-3
NOTES TO FINANCIAL STATEMENTS
December 31, 1996, 1995 and 1994
(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(a) Organization and Nature of Operations
The Nationwide VLISeparate Account-3 (the Account) was established
pursuant to a resolution of the Board of Directors of Nationwide Life
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 TCI Portfolios, Inc. - TCI
Advantage, for which it 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 Modified Single Premium and
Flexible Premium Variable Life Insurance Policies through the Account.
The primary distribution for the contracts is through Company Agents;
however, other distributors may be utilized.
(b) The Contracts
Only contracts with a front-end sales load, a surrender charge and
certain other fees have been purchased. See note 2 for a discussion of
policy charges and note 3 for asset charges.
Contract owners may invest in the following funds:
The Dreyfus Socially Responsible Growth Fund, Inc. (DrySRGro)
Dreyfus Stock Index Fund (DryStkIx)
Portfolio of the Dreyfus Variable Investment Fund (Dreyfus VIF);
Dreyfus VIF - Growth and Income Portfolio (DryGroInc)
Portfolios of the Fidelity Variable Insurance Products Fund (Fidelity
VIP);
Fidelity VIP - Equity-Income Portfolio (FidVIPEI)
Fidelity VIP - Growth Portfolio (FidVIPGr)
Fidelity VIP - High Income Portfolio (FidVIPHI)
Fidelity VIP - Overseas Portfolio (FidVIPOv)
Portfolios of the Fidelity Variable Insurance Products Fund II
(Fidelity VIP-II);
Fidelity VIP-II - Asset Manager Portfolio (FidVIPAM)
Fidelity VIP-II - Contrafund Portfolio (FidVIPCon)
Funds of the Nationwide Separate Account Trust (Nationwide SAT)
(managed for a fee by an affiliated investment advisor);
Nationwide SAT - Capital Appreciation Fund (NSATCapAp)
Nationwide SAT - Government Bond Fund (NSATGvtBd)
Nationwide SAT - Money Market Fund (NSATMyMkt)
Nationwide SAT - Small Company Fund (NSATSmCo)
Nationwide SAT - Total Return Fund (NSATTotRe)
Portfolios of the Neuberger & Berman Advisers Management Trust
(Neuberger & Berman);
Neuberger & Berman - Balanced Portfolio (NBAMTBal)
Neuberger & Berman - Growth Portfolio (NBAMTGro)
Neuberger & Berman - Limited Maturity Bond Portfolio (NBAMTLMat)
Neuberger & Berman - Partners Portfolio (NBAMTPart)
Funds of the Oppenheimer Variable Account Funds (Oppenheimer);
Oppenheimer - Bond Fund (OppBdFd)
Oppenheimer - Global Securities Fund (OppGlSec)
Oppenheimer - Multiple Strategies Fund (OppMult)
Strong Special Fund II, Inc. (StSpec2)
Funds of the Strong Variable Insurance Funds, Inc. (Strong VIF);
Strong VIF - Strong Discovery Fund II (StDisc2)
Strong VIF - Strong International Stock Fund II (StIntStk2)
<PAGE> 7
Portfolios of the TCI Portfolios, Inc. (TCI Portfolios);
TCI Portfolios - TCI Advantage (TCIAdv)
TCI Portfolios - TCI Balanced (TCIBal)
TCI Portfolios - TCI Growth (TCIGro)
TCI Portfolios - TCI International (TCIInt)
TCI Portfolios - TCI Value (TCIValue)
Funds of the Van Eck Worldwide Insurance Trust (Van Eck) (formerly Van
Eck Investment Trust);
Van Eck - Gold and Natural Resources Fund (VEGoldNR)
Van Eck - Worldwide Bond Fund (VEWrldBd) (formerly Van Eck - Global
Bond Fund (VEGlobBd))
Van Eck - Worldwide Emerging Markets Fund (VEWrldEMkt)
Fund of the Van Kampen American Capital Life Investment Trust (Van
Kampen American Capital);
Van Kampen American Capital - Real Estate Securities Fund
(VKACRESec)
Portfolios of the Warburg Pincus Trust (Warburg Pincus);
Warburg Pincus - International Equity Portfolio (WPIntEq)
Warburg Pincus - Post Venture Capital Portfolio (WPPVenCap)
Warburg Pincus - Small Company Growth Portfolio (WPSmCoGr)
At December 31, 1996, contract owners have invested in all of the
above funds except for Dreyfus VIF - Growth and Income Portfolio, TCI
Portfolios - TCI Value, Van Eck - Worldwide Emerging Markets Fund, and
Warburg Pincus Post Venture Capital Portfolio. The contract owners'
equity is affected by the investment results of each fund, equity
transactions by contract owners and certain 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 benefits,
the latter being included in the accounts of the Company.
(c) Security Valuation, Transactions and Related Investment Income
The market value of the underlying mutual funds is based on the
closing net asset value per share at December 31, 1996. 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 provisions of the Internal Revenue Code. The Company does
not provide for income taxes within the Account.
Taxes are the responsibility of the contract owner upon termination or
withdrawal.
(e) Use of Estimates in the Preparation of Financial Statements
The preparation of financial statements in conformity with generally
accepted accounting principles may require management to make
estimates and assumptions that affect the reported amounts of assets
and liabilities and disclosure of contingent assets and liabilities,
if any, at the date of the financial statements and the reported
amounts of revenues and expenses during the reporting period. Actual
results could differ from those estimates.
(f) Reclassifications
Certain 1995 and 1994 amounts have been reclassified to conform with
the current year presentation.
(2) POLICY CHARGES
(a) Deductions from Premium
On flexible premium life insurance contracts, the Company deducts a
charge for state premium taxes equal to 2.5% of all premiums received
to cover the payment of these premium taxes. Additionally, the Company
deducts a front-end sales load of up to 3.5% from each premium payment
received. The Company may at its sole discretion reduce this sales
loading.
(b) Cost of Insurance
A cost of insurance charge is assessed monthly against each contract.
The amount of the charge is based upon age, sex, rate class and net
amount at risk (death benefit less total contract value).
<PAGE> 8
(c) Administrative Charges
For flexible premium contracts, the Company currently deducts a
monthly administrative charge of $25 during the first policy year and
$5 per month thereafter (may deduct up to $7.50, maximum) 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.
The above charges are assessed against each contract by liquidating
units.
(d) Surrender Charges
Policy surrenders result in a redemption of the contract value from
the Separate 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 amount of the charge is based
upon a specified percentage of the initial surrender charge which
varies by issue age, sex and rate class. For flexible premium
contracts, the charge is 100% of the initial surrender charge in the
first year, declining to 30% of the initial surrender charge in the
ninth year.
No surrender charge is assessed on any contract surrendered after the
ninth year.
The Company may waive the surrender charge for certain contracts in
which the sales expenses normally associated with the distribution of a
contract are not incurred. No charges were deducted from the initial
funding, or from earnings thereon.
(3) ASSET CHARGES
The Company deducts a charge equal to an annual rate of .80%, with certain
exceptions, to cover mortality and expense risk charges related to
operations. On each policy anniversary beginning with the 10th, this
charge is reduced to 0.50% on an annual basis provided that the cash
surrender value of the contract is $25,000 or more on such anniversary.
This charge is assessed through the unit value calculation.
(4) DEATH BENEFITS
Death benefits result in a redemption of the contract value from the
Separate Account and payment of the death benefit proceeds, less any
outstanding policy loans and policy charges, to the legal beneficiary. The
excess of the death benefit proceeds over the contract value on the date
of death is paid by the Company's general account.
(5) POLICY LOANS (NET OF REPAYMENTS)
Contract provisions allow contract owners to borrow 90% of a policy's cash
surrender value. The contract is charged 6% on the outstanding loan and is
due and payable in advance on the policy anniversary.
At the time the loan is granted, the amount of the loan plus interest, if
any, 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. Interest credited
is paid by the Company's general account to the Account. Loan repayments
result in a transfer of collateral back to the Account.
(6) SCHEDULE I
Schedule I presents the components of the change in the unit values, which
are the basis for contract owners' equity. This schedule is presented in
the following format:
o Beginning unit value - Jan. 1
o Reinvested capital gains and dividends
(This amount reflects the increase in the unit value due to
capital gains and dividend distributions from the underlying
mutual funds.)
o Unrealized gain (loss)
(This amount reflects the increase (decrease) in the unit value
resulting from the market appreciation (depreciation) of the
underlying mutual funds.)
o Asset charges
(This amount reflects the decrease in the unit value due to the
charge discussed in note 3.)
o Ending unit value - Dec. 31
o Percentage increase (decrease) in unit value.
<PAGE> 9
<TABLE>
<CAPTION>
SCHEDULE I
NATIONWIDE VLI SEPARATE ACCOUNT-3
SCHEDULES OF CHANGES IN UNIT VALUE
Years Ended December 31, 1996, 1995 and 1994
DRYSRGRO DRYSTKIX FIDVIPEI FIDVIPGR FIDVIPHI FIDVIPOV FIDVIPAM FIDVIPCON
--------- -------- -------- -------- -------- -------- -------- ---------
1996***
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Beginning unit value - Jan. 1 $14.401809 13.775382 22.215745 21.256059 20.852993 13.645033 15.982529 11.099135
- ----------------------------------------------------------------------------------------------------------------------------------
Reinvested capital gains
and dividends .747630 .596225 1.025291 1.527554 1.902180 .335875 1.051899 .104631
- ----------------------------------------------------------------------------------------------------------------------------------
Unrealized gain (loss) 2.296912 2.494042 2.132663 1.587071 1.012148 1.459385 1.270941 2.248711
- ----------------------------------------------------------------------------------------------------------------------------------
Asset charges (.126762) (.120975) (.188129) (.184124) (.178535) (.115480) (.135376) (.096154)
- ----------------------------------------------------------------------------------------------------------------------------------
Ending unit value - Dec. 31 $17.319589 16.744674 25.185570 24.186560 23.588786 15.324813 18.169993 13.356323
- ----------------------------------------------------------------------------------------------------------------------------------
Percentage increase (decrease)
in unit value*(a) 20% 22% 13% 14% 13% 12% 14% 20%
==================================================================================================================================
1995
Beginning unit value - Jan. 1 $13.083801 12.456650 19.991986 21.077777 19.897254 13.633767 15.029765 10.655665
- ----------------------------------------------------------------------------------------------------------------------------------
Reinvested capital gains
and dividends .396430 .239425 .229029 .000000 .000000 .000000 .000000 .143118
- ----------------------------------------------------------------------------------------------------------------------------------
Unrealized gain (loss) .967071 1.122261 2.063681 .249916 1.022818 .055055 1.003384 .336322
- ----------------------------------------------------------------------------------------------------------------------------------
Asset charges (.045493) (.042954) (.068951) (.071634) (.067079) (.043789) (.050620) (.035970)
- ----------------------------------------------------------------------------------------------------------------------------------
Ending unit value - Dec. 31 $14.401809 13.775382 22.215745 21.256059 20.852993 13.645033 15.982529 11.099135
- ----------------------------------------------------------------------------------------------------------------------------------
Percentage increase (decrease)
in unit value*(a) 10%(b) 11%(b) 11%(b) 1%(b) 5%(b) 0%(b) 6%(b) 4%(b)
==================================================================================================================================
1994
Beginning unit value - Jan. 1 ** ** ** ** ** ** ** **
- ----------------------------------------------------------------------------------------------------------------------------------
Reinvested capital gains
and dividends
- ----------------------------------------------------------------------------------------------------------------------------------
Unrealized gain (loss)
- ----------------------------------------------------------------------------------------------------------------------------------
Asset charges
- ----------------------------------------------------------------------------------------------------------------------------------
Ending unit value - Dec. 31
- ----------------------------------------------------------------------------------------------------------------------------------
Percentage increase (decrease)
in unit value*(a)
==================================================================================================================================
</TABLE>
*An annualized rate of return cannot be determined as:
(a)Asset charges do not include the policy charges discussed in note 2; and
(b)This investment option was not utilized for the entire year indicated.
**This investment option was not utilized or was not available.
***No other investment options were being utilized.
<PAGE> 10
<TABLE>
<CAPTION>
SCHEDULE I, CONTINUED
NATIONWIDE VLI SEPARATE ACCOUNT-3
SCHEDULES OF CHANGES IN UNIT VALUE
Years Ended December 31, 1996, 1995 and 1994
NSATCAPAP NSATGVTBD NSATMYMKT NSATSMCO NSATTOTRE NBAMTBAL NBAMTGRO NBAMTLMAT NBAMTPART
---------- ---------- --------- --------- --------- --------- --------- ---------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1996***
Beginning unit
value - Jan. 1 $14.713230 14.984933 11.714295 11.420759 18.192762 14.157643 15.962482 13.096811 13.591346
- -----------------------------------------------------------------------------------------------------------------------------------
Reinvested capital
gains and
dividends .766553 .930103 .596995 .133983 1.217547 2.170851 1.448641 1.102543 .554011
- -----------------------------------------------------------------------------------------------------------------------------------
Unrealized gain
(loss) 3.061949 (.412550) .000000 2.463983 2.737018 (1.201214) .003774 (.542247) 3.446498
- -----------------------------------------------------------------------------------------------------------------------------------
Asset charges (.131065) (.119235) (.096547) (.103082) (.158554) (.116050) (.132892) (.105789) (.122495)
- -----------------------------------------------------------------------------------------------------------------------------------
Ending unit
value - Dec. 31 $18.410667 15.383251 12.214743 13.915643 21.988773 15.011230 17.282005 13.551318 17.469360
- -----------------------------------------------------------------------------------------------------------------------------------
Percentage
increase (decrease)
in unit value*(a) 25% 3% 4% 22% 21% 6% 8% 3% 29%
===================================================================================================================================
1995
Beginning unit
value - Jan. 1 $11.465403 12.720514 11.176411 10.000000 14.205723 11.531273 15.674452 12.612894 12.574475
- -----------------------------------------------------------------------------------------------------------------------------------
Reinvested capital
gains and
dividends .653781 .903001 .629782 .017475 1.413734 .293664 .000000 .000000 .000000
- -----------------------------------------------------------------------------------------------------------------------------------
Unrealized gain
(loss) 2.696528 1.472503 .000000 1.418968 2.703396 2.438125 .341270 .526078 1.059943
- -----------------------------------------------------------------------------------------------------------------------------------
Asset charges (.102482) (.111085) (.091898) (.015684) (.130091) (.105419) (.053240) (.042161) (.043072)
- -----------------------------------------------------------------------------------------------------------------------------------
Ending unit
value - Dec. 31 $14.713230 14.984933 11.714295 11.420759 18.192762 14.157643 15.962482 13.096811 13.591346
- -----------------------------------------------------------------------------------------------------------------------------------
Percentage increase
(decrease)
in unit value*(a) 28% 18% 5% 14%(b) 28% 23% 2%(b) 4%(b) 8%(b)
===================================================================================================================================
1994
Beginning unit
value - Jan. 1 $11.662121 13.250482 10.845265 ** 14.167308 12.027618 ** ** **
- -----------------------------------------------------------------------------------------------------------------------------------
Reinvested capital
gains and
dividends .184927 .833925 .419275 .717782 .469287
- -----------------------------------------------------------------------------------------------------------------------------------
Unrealized gain
(loss) (.289863) (1.261429) .000000 (.565055) (.872191)
- -----------------------------------------------------------------------------------------------------------------------------------
Asset charges (.091782) (.102464) (.088129) (.114312) (.093441)
- -----------------------------------------------------------------------------------------------------------------------------------
Ending unit
value - Dec. 31 $11.465403 12.720514 11.176411 14.205723 11.531273
- -----------------------------------------------------------------------------------------------------------------------------------
Percentage increase
(decrease)
in unit value*(a) (2)% (4)% 3% 0% (4)%
===================================================================================================================================
</TABLE>
*An annualized rate of return cannot be determined as:
(a)Asset charges do not include the policy charges discussed in note 2; and
(b)This investment option was not utilized for the entire year indicated.
**This investment option was not utilized or was not available.
***No other investment options were being utilized.
<PAGE> 11
<TABLE>
<CAPTION>
SCHEDULE I, CONTINUED
NATIONWIDE VLI SEPARATE ACCOUNT-3
SCHEDULES OF CHANGES IN UNIT VALUE
Years Ended December 31, 1996, 1995 and 1994
OPPBDFD OPPGISEC OPPMULT STSPEC2 STDISC2 STINTSTK2 TCIADV TCIADV+
--------- --------- -------- -------- -------- -------- -------- --------
1996***
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Beginning unit value -
Jan. 1 $15.164813 11.542134 16.100377 18.408627 16.514850 10.236021 13.112917 13.802855
- --------------------------------------------------------------------------------------------------------------------------------
Reinvested capital gains
and dividends .975830 .000000 1.226905 .866384 3.367146 .051144 .945920 .998314
- --------------------------------------------------------------------------------------------------------------------------------
Unrealized gain (loss) (.253799) 2.014545 1.256649 2.458870 (3.238459) 1.009533 .260998 .278346
- --------------------------------------------------------------------------------------------------------------------------------
Asset charges (.122023) (.099459) (.137568) (.158462) (.128676) (.088468) (.108836) .000000
- --------------------------------------------------------------------------------------------------------------------------------
Ending unit value -
Dec. 31 $15.764821 13.457220 18.446363 21.575419 16.514861 11.208230 14.210999 15.079515
- --------------------------------------------------------------------------------------------------------------------------------
Percentage increase
(decrease)
in unit value*(a) 4% 17% 15% 17% 0% 9% 8% 9%
================================================================================================================================
1995
Beginning unit value -
Jan. 1 $14.319149 11.943012 15.453572 17.177125 15.320395 ** 11.321934 11.822996
- --------------------------------------------------------------------------------------------------------------------------------
Reinvested capital gains
and dividends .451093 .000000 .337996 .082118 .211565 .411556 .431938
- --------------------------------------------------------------------------------------------------------------------------------
Unrealized gain (loss) .442834 (.362402) .360634 1.207608 1.035469 1.477165 1.547921
- --------------------------------------------------------------------------------------------------------------------------------
Asset charges (.048263) (.038476) (.051825) (.058224) (.052579) (.097738) .000000
- --------------------------------------------------------------------------------------------------------------------------------
Ending unit value -
Dec. 31 $15.164813 11.542134 16.100377 18.408627 16.514850 13.112917 13.802855
- --------------------------------------------------------------------------------------------------------------------------------
Percentage increase
(decrease)
in unit value*(a) 6%(b) (3)%(b) 4%(b) 7%(b) 8%(b) 16% 17%
================================================================================================================================
1994
Beginning unit value -
Jan. 1 ** ** ** ** ** ** $11.295721 11.701906
- --------------------------------------------------------------------------------------------------------------------------------
Reinvested capital gains
and dividends .297670 .309969
- --------------------------------------------------------------------------------------------------------------------------------
Unrealized gain (loss) (.181209) (.188879)
- --------------------------------------------------------------------------------------------------------------------------------
Asset charges (.090248) .000000
- --------------------------------------------------------------------------------------------------------------------------------
Ending unit value -
Dec. 31 $11.321934 11.822996
- --------------------------------------------------------------------------------------------------------------------------------
Percentage increase
(decrease)
in unit value*(a) 0% 1%
================================================================================================================================
</TABLE>
*An annualized rate of return cannot be determined as:
(a) Asset charges do not include the policy charges discussed in note 2;
and
(b) This investment option was not utilized for the entire year
indicated.
**This Investment option was not utilized or was not available.
***No other investment options were being utilized.
+For Depositor, see note 1a.
<PAGE> 12
<TABLE>
<CAPTION>
SCHEDULE I, CONTINUED
NATIONWIDE VLI SEPARATE ACCOUNT-3
SCHEDULES OF CHANGES IN UNIT VALUE
Years Ended December 31, 1996, 1995 and 1994
TCIBAL TCIGRO TCIINT VEGOLDNR VEWRLDBD VKACRESEC WPINTEQ WPSMCOGR
------ ------ ------ --------- --------- ---------- -------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
1996***
Beginning unit value -
Jan. 1 $13.155049 16.149061 10.477472 15.612002 13.253457 10.792212 10.687672 12.461074
- ----------------------------------------------------------------------------------------------------------------------------------
Reinvested capital gains
and dividends .622373 1.812196 .249286 .331277 .361660 .289441 .227366 .000000
- ----------------------------------------------------------------------------------------------------------------------------------
Unrealized gain (loss) .976138 (2.505020) 1.252389 2.482492 (.030793) 4.059026 .836487 1.727810
- ----------------------------------------------------------------------------------------------------------------------------------
Asset charges (.110640) (.128845) (.088289) (.141181) (.105167) (.095484) (.090877) (.108331)
- ----------------------------------------------------------------------------------------------------------------------------------
Ending unit value -
Dec. 31 $14.642920 15.327392 11.890858 18.284590 13.479157 15.045195 11.660648 14.080553
- ----------------------------------------------------------------------------------------------------------------------------------
Percentage increase
(decrease)
in unit value*(a) 11% (5)% 13% 17% 2% 39% 9% 13%
==================================================================================================================================
1995
Beginning unit value -
Jan. 1 $12.526705 15.745499 10.216142 15.406908 13.012850 10.203521 10.236484 10.233506
- ----------------------------------------------------------------------------------------------------------------------------------
Reinvested capital gains
and dividends .187655 .000000 .000000 .075481 .245483 .092168 .077521 .000000
- ----------------------------------------------------------------------------------------------------------------------------------
Unrealized gain (loss) .482910 .457100 .294719 .180118 .038021 .530496 .408042 2.264927
- ----------------------------------------------------------------------------------------------------------------------------------
Asset charges (.042221) (.053538) (.033389) (.050505) (.042897) (.033973) (.034375) (.037359)
- ----------------------------------------------------------------------------------------------------------------------------------
Ending unit value -
Dec. 31 $13.155049 16.149061 10.477472 15.612002 13.253457 10.792212 10.687672 12.461074
- ----------------------------------------------------------------------------------------------------------------------------------
Percentage increase
(decrease)
in unit value*(a) 5%(b) 3%(b) 3%(b) 1%(b) 2%(b) 6%(b) 4%(b) 22%(b)
==================================================================================================================================
1994
Beginning unit value -
Jan. 1 ** ** ** ** ** ** ** **
- ----------------------------------------------------------------------------------------------------------------------------------
Reinvested capital gains
and dividends
- ----------------------------------------------------------------------------------------------------------------------------------
Unrealized gain (loss)
- ----------------------------------------------------------------------------------------------------------------------------------
Asset charges
- ----------------------------------------------------------------------------------------------------------------------------------
Ending unit value -
Dec. 31
- ----------------------------------------------------------------------------------------------------------------------------------
Percentage increase
(decrease)
in unit value*(a)
==================================================================================================================================
</TABLE>
*An annualized rate of return cannot be determined as:
(a) Asset charges do not include the policy charges discussed in note 2; and
(b) This investment option was not utilized for the entire year
indicated.
**This investment option was not utilized or was not available.
***No other investment options were being utilized.
See note 6.
<PAGE> 64
<PAGE> 1
INDEPENDENT AUDITORS' REPORT
----------------------------
The Board of Directors
Nationwide Life Insurance Company:
We have audited the accompanying consolidated balance sheets of Nationwide Life
Insurance Company and subsidiaries (collectively the Company) as of December 31,
1996 and 1995, and the related consolidated statements of income, shareholder's
equity and cash flows for each of the years in the three-year period ended
December 31, 1996. These consolidated financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these consolidated financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Nationwide Life
Insurance Company and subsidiaries as of December 31, 1996 and 1995, and the
results of their operations and their cash flows for each of the years in the
three-year period ended December 31, 1996, in conformity with generally accepted
accounting principles.
In 1994, the Company adopted the provisions of the Financial Accounting
Standards Board's Statement of Financial Accounting Standards No. 115,
Accounting for Certain Investments in Debt and Equity Securities.
KPMG Peat Marwick LLP
Columbus, Ohio
January 31, 1997
<PAGE> 2
<TABLE>
<CAPTION>
NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
Consolidated Balance Sheets
December 31, 1996 and 1995
($000's omitted)
Assets 1996 1995
------ ----------------- ----------------
<S> <C> <C>
Investments (notes 5, 8 and 9):
Securities available-for-sale, at fair value:
Fixed maturity securities (cost $11,970,878 in 1996; $11,862,556 in 1995) $12,304,639 12,485,564
Equity securities (cost $43,890 in 1996; $23,617 in 1995) 59,131 29,953
Mortgage loans on real estate, net 5,272,119 4,602,764
Real estate, net 265,759 229,442
Policy loans 371,816 336,356
Other long-term investments 28,668 61,989
Short-term investments (note 13) 4,789 32,792
----------------- ----------------
18,306,921 17,778,860
----------------- ----------------
Cash 43,784 9,455
Accrued investment income 210,182 212,963
Deferred policy acquisition costs 1,366,509 1,020,356
Investment in subsidiaries classified as discontinued operations (notes 1 and 2) 485,707 506,677
Other assets (note 6) 426,441 388,214
Assets held in Separate Accounts (note 8) 26,926,702 18,591,108
----------------- ----------------
$47,766,246 38,507,633
================= ================
Liabilities and Shareholder's Equity
------------------------------------
Future policy benefits and claims (notes 6 and 8) $17,179,060 16,358,614
Policyholders' dividend accumulations 361,401 348,027
Other policyholder funds 60,073 65,297
Accrued federal income tax (note 7):
Current 30,170 35,301
Deferred 162,212 246,627
----------------- ----------------
192,382 281,928
----------------- ----------------
Dividend payable to shareholder (notes 1 and 2) 485,707 -
Other liabilities 423,047 234,147
Liabilities related to Separate Accounts (note 8) 26,926,702 18,591,108
----------------- ----------------
45,628,372 35,879,121
----------------- ----------------
Commitments and contingencies (notes 6, 9 and 15)
Shareholder's equity (notes 3, 4, 5, 12 and 13):
Capital shares, $1 par value. Authorized 5,000,000 shares, issued and
outstanding 3,814,779 shares 3,815 3,815
Additional paid-in capital 527,874 657,118
Retained earnings 1,432,593 1,583,275
Unrealized gains on securities available-for-sale, net 173,592 384,304
----------------- ----------------
2,137,874 2,628,512
----------------- ----------------
$47,766,246 38,507,633
================= ================
</TABLE>
See accompanying notes to consolidated financial statements.
<PAGE> 3
NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
Consolidated Statements of Income
Years ended December 31, 1996, 1995 and 1994
($000's omitted)
<TABLE>
<CAPTION>
1996 1995 1994
--------------- -------------- -------------
<S> <C> <C> <C>
Revenues (note 16):
Investment product and universal life insurance product policy charges $ 400,902 286,534 217,245
Traditional life insurance premiums 198,642 199,106 176,658
Net investment income (note 5) 1,357,759 1,294,033 1,210,811
Realized losses on investments (note 5) (326) (1,724) (16,527)
Other income 35,861 20,702 11,312
--------------- -------------- -------------
1,992,838 1,798,651 1,599,499
--------------- -------------- -------------
Benefits and expenses:
Benefits and claims 1,160,580 1,115,493 992,667
Provision for policyholders' dividends on participating policies (note 12) 40,973 39,937 38,754
Amortization of deferred policy acquisition costs 133,394 82,695 85,568
Other operating expenses (note 13) 342,394 272,954 240,652
--------------- -------------- -------------
1,677,341 1,511,079 1,357,641
--------------- -------------- -------------
Income from continuing operations before federal income tax expense 315,497 287,572 241,858
--------------- -------------- -------------
Federal income tax expense (benefit) (note 7):
Current 116,512 88,700 73,559
Deferred (5,623) 11,108 5,030
--------------- -------------- -------------
110,889 99,808 78,589
--------------- -------------- -------------
Income from continuing operations 204,608 187,764 163,269
Income from discontinued operations (less federal income tax expense of
$4,453, $7,446 and $10,915 in 1996, 1995 and 1994, respectively) (note 2) 11,324 24,714 20,459
--------------- -------------- -------------
Net income $ 215,932 212,478 183,728
=============== ============== =============
</TABLE>
See accompanying notes to consolidated financial statements.
<PAGE> 4
NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
Consolidated Statements of Shareholder's Equity
Years ended December 31, 1996, 1995 and 1994
($000's omitted)
<TABLE>
<CAPTION>
Unrealized
gains (losses)
Additional on securities Total
Capital paid-in Retained available-for- shareholder's
shares capital earnings sale, net equity
----------- ------------- --------------- ----------------- ---------------
<S> <C> <C> <C> <C> <C>
1994:
Balance, beginning of year $3,815 406,089 1,194,519 6,745 1,611,168
Capital contribution - 200,000 - - 200,000
Net income - - 183,728 - 183,728
Adjustment for change in accounting for
certain investments in debt and equity
securities, net (note 4) - - - 212,553 212,553
Unrealized losses on securities available-
for-sale, net - - - (338,971) (338,971)
----------- ------------- --------------- ----------------- ---------------
Balance, end of year $3,815 606,089 1,378,247 (119,673) 1,868,478
=========== ============= =============== ================= ===============
1995:
Balance, beginning of year 3,815 606,089 1,378,247 (119,673) 1,868,478
Capital contribution (note 13) - 51,029 - (4,111) 46,918
Dividends to shareholder - - (7,450) - (7,450)
Net income - - 212,478 - 212,478
Unrealized gains on securities available-
for-sale, net - - - 508,088 508,088
----------- ------------- --------------- ----------------- ---------------
Balance, end of year $3,815 657,118 1,583,275 384,304 2,628,512
=========== ============= =============== ================= ===============
1996:
Balance, beginning of year 3,815 657,118 1,583,275 384,304 2,628,512
Capital contribution (note 13) - 25 5 - 30
Dividends to shareholder - (129,269) (366,619) (39,819) (535,707)
Net income - - 215,932 - 215,932
Unrealized losses on securities available-
for-sale, net - - - (170,893) (170,893)
----------- ------------- --------------- ----------------- ---------------
Balance, end of year $3,815 527,874 1,432,593 173,592 2,137,874
=========== ============= =============== ================= ===============
</TABLE>
See accompanying notes to consolidated financial statements.
<PAGE> 5
NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
Consolidated Statements of Cash Flows
Years ended December 31, 1996, 1995 and 1994
($000's omitted)
<TABLE>
<CAPTION>
1996 1995 1994
---------------- --------------- ---------------
<S> <C> <C> <C>
Cash flows from operating activities:
Net income $ 215,932 212,478 183,728
Adjustments to reconcile net income to net cash provided by operating
activities:
Capitalization of deferred policy acquisition costs (422,572) (321,327) (242,431)
Amortization of deferred policy acquisition costs 133,394 82,695 85,568
Amortization and depreciation 6,962 10,234 3,603
Realized (gains) losses on invested assets, net (284) 3,250 16,094
Deferred federal income tax expense (benefit) 7,603 (30,673) 9,946
Decrease (increase) in accrued investment income 2,781 (16,999) (12,808)
(Increase) decrease in other assets (38,876) 39,880 (102,676)
Increase in policy liabilities 305,755 135,937 118,361
Increase in policyholders' dividend accumulations 13,374 12,639 15,298
(Decrease) increase in accrued federal income tax payable (5,131) 30,836 (5,714)
Increase in other liabilities 188,900 26,851 506
Other, net (61,679) 1,832 (29,595)
--------------- --------------- ---------------
Net cash provided by operating activities 346,159 187,633 39,880
---------------- --------------- ---------------
Cash flows from investing activities:
Proceeds from maturity of securities available-for-sale 1,162,766 634,553 544,843
Proceeds from sale of securities available-for-sale 299,558 107,345 228,308
Proceeds from maturity of fixed maturity securities held-to-maturity - 564,450 491,862
Proceeds from repayments of mortgage loans on real estate 309,050 207,832 190,574
Proceeds from sale of real estate 18,519 48,331 46,713
Proceeds from repayments of policy loans and sale of other invested assets 22,795 53,587 120,506
Cost of securities available-for-sale acquired (1,573,640) (1,942,413) (1,816,370)
Cost of fixed maturity securities held-to-maturity acquired - (593,636) (410,379)
Cost of mortgage loans on real estate acquired (972,776) (796,026) (471,570)
Cost of real estate acquired (7,862) (10,928) (6,385)
Policy loans issued and other invested assets acquired (57,740) (75,910) (65,302)
Short-term investments, net 28,003 77,837 (89,376)
Purchase of affiliate (note 13) - - (155,000)
---------------- --------------- ---------------
Net cash used in investing activities (771,327) (1,724,978) (1,391,576)
---------------- --------------- ---------------
Cash flows from financing activities:
Proceeds from capital contributions 30 - 200,000
Dividends paid to shareholder (50,000) (7,450) -
Increase in investment product and universal life insurance
product account balances 2,293,933 2,809,385 3,547,976
Decrease in investment product and universal life insurance
product account balances (1,784,466) (1,258,758) (2,412,595)
---------------- --------------- --------------
Net cash provided by financing activities 459,497 1,543,177 1,335,381
---------------- --------------- --------------
Net increase (decrease) in cash 34,329 5,832 (16,315)
---------------- --------------- ---------------
Cash, beginning of year 9,455 3,623 19,938
---------------- --------------- ---------------
Cash, end of year $ 43,784 9,455 3,623
================ =============== ===============
</TABLE>
See accompanying notes to consolidated financial statements.
<PAGE> 6
NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 31, 1996, 1995 and 1994
($000's omitted)
(1) Organization and Description of Business
----------------------------------------
Nationwide Life Insurance Company (NLIC) is a wholly owned subsidiary
of Nationwide Corporation (Nationwide Corp.). Wholly owned subsidiaries
of NLIC include Nationwide Life and Annuity Insurance Company (NLAIC),
Employers Life Insurance Company of Wausau and subsidiaries (ELICW),
National Casualty Company (NCC), West Coast Life Insurance Company
(WCLIC), Nationwide Advisory Services, Inc. (formerly Nationwide
Financial Services, Inc.), Nationwide Investment Services Corporation
(formerly PEBSCO Securities Corporation) (NISC) and NWE, Inc. NLIC and
its subsidiaries are collectively referred to as "the Company."
Nationwide Corp. formed Nationwide Financial Services, Inc. (NFS) in
November 1996 as a holding company for NLIC and the other companies of
the Nationwide Insurance Enterprise that offer or distribute long-term
savings and retirement products. On January 27, 1997, Nationwide Corp.
contributed to NFS the common stock of NLIC and three marketing and
distribution companies. NFS is planning an initial public offering of
its Class A common stock during the first quarter of 1997.
In anticipation of the restructuring described above, on September 24,
1996, NLIC's Board of Directors declared a dividend payable January 1,
1997 to Nationwide Corp. consisting of the outstanding shares of common
stock of certain subsidiaries (ELICW, NCC and WCLIC) that do not offer
or distribute long-term savings and retirement products. In addition,
during 1996, NLIC entered into two reinsurance agreements whereby all
of NLIC's accident and health and group life insurance business was
ceded to ELICW and another affiliate effective January 1, 1996. These
subsidiaries and all accident and health and group life insurance
business have been accounted for as discontinued operations for all
periods presented. See notes 2 and 13.
In addition, as part of the restructuring described above, NLIC intends
to make an $850,000 distribution to NFS which will then make an
equivalent distribution to Nationwide Corp.
The Company is a leading provider of long-term savings and retirement
products to retail and institutional customers and is subject to
competition from other financial services providers throughout the
United States. The Company is subject to regulation by the Insurance
Departments of states in which it is licensed, and undergoes periodic
examinations by those departments.
The following is a description of the most significant risks facing
life insurers and how the Company mitigates those risks:
LEGAL/REGULATORY RISK is the risk that changes in the legal or
regulatory environment in which an insurer operates will create
additional expenses not anticipated by the insurer in pricing its
products. That is, regulatory initiatives, new legal theories or
insurance company insolvencies through guaranty fund assessments
may create costs for the insurer beyond those currently recorded
in the consolidated financial statements. The Company mitigates
this risk by offering a wide range of products and by operating
throughout the United States, thus reducing its exposure to any
single product or jurisdiction, and also by employing underwriting
practices which identify and minimize the adverse impact of this
risk.
CREDIT RISK is the risk that issuers of securities owned by the
Company or mortgagors on mortgage loans on real estate owned by
the Company will default or that other parties, including
reinsurers, which owe the Company money, will not pay. The Company
minimizes this risk by adhering to a conservative investment
strategy, by maintaining reinsurance and credit and collection
policies and by providing for any amounts deemed uncollectible.
<PAGE> 7
NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
Notes to Consolidated Financial Statements, Continued
INTEREST RATE RISK is the risk that interest rates will change and
cause a decrease in the value of an insurer's investments. This
change in rates may cause certain interest-sensitive products to
become uncompetitive or may cause disintermediation. The Company
mitigates this risk by charging fees for non-conformance with
certain policy provisions, by offering products that transfer this
risk to the purchaser, and/or by attempting to match the maturity
schedule of its assets with the expected payouts of its
liabilities. To the extent that liabilities come due more quickly
than assets mature, an insurer would have to borrow funds or sell
assets prior to maturity and potentially recognize a gain or loss.
(2) Discontinued Operations
-----------------------
As discussed in note 1, NFS is a holding company for NLIC and certain
other companies that offer or distribute long-term savings and
retirement products. Prior to the contribution by Nationwide Corp. to
NFS of the outstanding common stock of NLIC and other companies, NLIC
effected certain transactions with respect to certain subsidiaries and
lines of business that were unrelated to long-term savings and
retirement products.
On September 24, 1996, NLIC's Board of Directors declared a dividend to
Nationwide Corp. consisting of the outstanding shares of common stock
of three subsidiaries: ELICW, NCC and WCLIC. ELICW writes group
accident and health and group life insurance business and maintains it
offices in Wausau, Wisconsin. NCC is a property and casualty company
that serves as a fronting company for a property and casualty
subsidiary of Nationwide Mutual Insurance Company (NMIC), an affiliate.
NCC maintains its offices in Scottsdale, Arizona. WCLIC writes high
dollar term life insurance policies and is located in San Francisco,
California. ELICW, NCC and WCLIC have been accounted for as
discontinued operations for all periods presented. NLIC did not
recognize any gain or loss on the disposal of these subsidiaries.
A summary of the combined results of operations, including the results
of the accident and health and group life insurance business ELICW
assumed from NLIC in 1996, and assets and liabilities of ELICW, NCC and
WCLIC as of and for the years ended December 31, 1996, 1995 and 1994 is
as follows:
<TABLE>
<CAPTION>
1996 1995 1994
------------ ----------- -----------
<S> <C> <C> <C>
Revenues $ 668,870 422,149 84,226
Net income 11,324 26,456 11,753
Assets, consisting primarily of investments 3,029,293 2,967,326 2,537,692
Liabilities, consisting primarily of policy benefits and claims 2,543,586 2,460,649 2,179,263
</TABLE>
During 1996, NLIC entered into two reinsurance agreements whereby all
of NLIC's accident and health and group life insurance business was
ceded to ELICW and NMIC, effective January 1, 1996. See note 13 for a
complete discussion of the reinsurance agreements. NLIC has
discontinued its accident and health and group life insurance business
and in connection therewith has entered into reinsurance agreements to
cede all existing and any future writings to other affiliated companies
and will cease writing any new business prior to December 31, 1997.
NLIC's accident and health and group life insurance business is
accounted for as discontinued operations for all periods presented.
NLIC did not recognize any gain or loss on the disposal of the accident
and health and group life insurance business. The assets, liabilities,
results of operations and activities of discontinued operations are
distinguished physically, operationally and for financial reporting
purposes from the remaining assets, liabilities, results of operations
and activities of NLIC.
<PAGE> 8
NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
Notes to Consolidated Financial Statements, Continued
A summary of the results of operations, net of amounts ceded to ELICW
and NMIC in 1996, and assets and liabilities of NLIC's accident and
health and group life insurance business as of and for the years ended
December 31, 1996, 1995 and 1994 is as follows:
<TABLE>
<CAPTION>
1996 1995 1994
------------ ----------- -----------
<S> <C> <C> <C>
Revenues $ - 354,788 362,476
Net income (loss) - (1,742) 8,706
Assets, consisting primarily of investments 259,185 239,426 234,082
Liabilities, consisting primarily of policy benefits and claims 259,185 239,426 234,082
</TABLE>
(3) Summary of Significant Accounting Policies
------------------------------------------
The significant accounting policies followed by the Company that
materially affect financial reporting are summarized below. The
accompanying consolidated financial statements have been prepared in
accordance with generally accepted accounting principles (GAAP) which
differ from statutory accounting practices prescribed or permitted by
regulatory authorities. Annual Statements for NLIC and its insurance
subsidiaries, filed with the department of insurance of each insurance
company's state of domicile, are prepared on the basis of accounting
practices prescribed or permitted by each department. Prescribed
statutory accounting practices include a variety of publications of the
National Association of Insurance Commissioners (NAIC), as well as
state laws, regulations and general administrative rules. Permitted
statutory accounting practices encompass all accounting practices not
so prescribed. The Company has no material permitted statutory
accounting practices.
In preparing the consolidated financial statements, management is
required to make estimates and assumptions that affect the reported
amounts of assets and liabilities and the disclosures of contingent
assets and liabilities as of the date of the consolidated financial
statements and the reported amounts of revenues and expenses for the
reporting period. Actual results could differ significantly from those
estimates.
The most significant estimates include those used in determining
deferred policy acquisition costs, valuation allowances for mortgage
loans on real estate and real estate investments and the liability for
future policy benefits and claims. Although some variability is
inherent in these estimates, management believes the amounts provided
are adequate.
(a) Consolidation Policy
--------------------
The consolidated financial statements include the accounts of NLIC
and its wholly owned subsidiaries. Subsidiaries that are
classified and reported as discontinued operations are not
consolidated but rather are reported as "Investment in
Subsidiaries Classified as Discontinued Operations" in the
accompanying consolidated balance sheets and "Income for
Discontinued Operations" in the accompanying consolidated
statements of income. All significant intercompany balances and
transactions have been eliminated.
(b) Valuation of Investments and Related Gains and Losses
-----------------------------------------------------
The Company is required to classify its fixed maturity securities
and equity securities as either held-to-maturity,
available-for-sale or trading. Fixed maturity securities are
classified as held-to-maturity when the Company has the positive
intent and ability to hold the securities to maturity and are
stated at amortized cost. Fixed maturity securities not classified
as held-to-maturity and all equity securities are classified as
available-for-sale and are stated at fair value, with the
unrealized gains and losses, net of adjustments to deferred policy
acquisition costs and deferred federal income tax, reported as a
separate component of shareholder's equity. The adjustment to
deferred policy acquisition costs represents the change in
amortization of deferred policy acquisition costs that would have
been required as a charge or credit to operations had such
unrealized amounts been realized. The Company has no fixed
maturity securities classified as held-to-maturity or trading as
of December 31, 1996 or 1995.
<PAGE> 9
NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
Notes to Consolidated Financial Statements, Continued
Mortgage loans on real estate are carried at the unpaid principal
balance less valuation allowances. The Company provides valuation
allowances for impairments of mortgage loans on real estate based
on a review by portfolio managers. The measurement of impaired
loans is based on the present value of expected future cash flows
discounted at the loan's effective interest rate or, as a
practical expedient, at the fair value of the collateral, if the
loan is collateral dependent. Loans in foreclosure and loans
considered to be impaired are placed on non-accrual status.
Interest received on non-accrual status mortgage loans on real
estate are included in interest income in the period received.
Real estate is carried at cost less accumulated depreciation and
valuation allowances. Other long-term investments are carried on
the equity basis, adjusted for valuation allowances. Impairment
losses are recorded on long-lived assets used in operations when
indicators of impairment are present and the undiscounted cash
flows estimated to be generated by those assets are less than the
assets' carrying amount.
Realized gains and losses on the sale of investments are
determined on the basis of specific security identification.
Estimates for valuation allowances and other than temporary
declines are included in realized gains and losses on investments.
(c) Revenues and Benefits
---------------------
INVESTMENT PRODUCTS AND UNIVERSAL LIFE INSURANCE PRODUCTS:
Investment products consist primarily of individual and group
variable and fixed annuities, annuities without life contingencies
and guaranteed investment contracts. Universal life insurance
products include universal life insurance, variable universal life
insurance and other interest-sensitive life insurance policies.
Revenues for investment products and universal life insurance
products consist of net investment income, asset fees, cost of
insurance, policy administration and surrender charges that have
been earned and assessed against policy account balances during
the period. Policy benefits and claims that are charged to expense
include interest credited to policy account balances and benefits
and claims incurred in the period in excess of related policy
account balances.
TRADITIONAL LIFE INSURANCE PRODUCTS: Traditional life insurance
products include those products with fixed and guaranteed premiums
and benefits and consist primarily of whole life insurance,
limited-payment life insurance, term life insurance and certain
annuities with life contingencies. Premiums for traditional life
insurance products are recognized as revenue when due. Benefits
and expenses are associated with earned premiums so as to result
in recognition of profits over the life of the contract. This
association is accomplished by the provision for future policy
benefits and the deferral and amortization of policy acquisition
costs.
ACCIDENT AND HEALTH INSURANCE PRODUCTS: Accident and health
insurance premiums are recognized as revenue over the terms of the
policies. Policy claims are charged to expense in the period that
the claims are incurred. All accident and health insurance
business is accounted for as discontinued operations. See note 2.
(d) Deferred Policy Acquisition Costs
---------------------------------
The costs of acquiring new business, principally commissions,
certain expenses of the policy issue and underwriting department
and certain variable agency expenses have been deferred. For
investment products and universal life insurance products,
deferred policy acquisition costs are being amortized with
interest over the lives of the policies in relation to the present
value of estimated future gross profits from projected interest
margins, asset fees, cost of insurance, policy administration and
surrender charges. For years in which gross profits are negative,
deferred policy acquisition costs are amortized based on the
present value of gross revenues. For traditional life products,
these deferred policy acquisition costs are predominantly being
amortized with interest over the premium paying period of the
related policies in proportion to the ratio of actual annual
premium revenue to the anticipated total premium revenue. Such
anticipated premium revenue was estimated using the same
assumptions as were used for computing liabilities for future
policy benefits. Deferred policy acquisition costs are adjusted to
reflect the impact of unrealized gains and losses on fixed
maturity securities available-for-sale as described in note 3(b).
<PAGE> 10
NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
Notes to Consolidated Financial Statements, Continued
(e) Separate Accounts
-----------------
Separate Account assets and liabilities represent contractholders'
funds which have been segregated into accounts with specific
investment objectives. The investment income and gains or losses
of these accounts accrue directly to the contractholders. The
activity of the Separate Accounts is not reflected in the
consolidated statements of income and cash flows except for the
fees the Company receives.
(f) Future Policy Benefits
----------------------
Future policy benefits for investment products in the accumulation
phase, universal life insurance and variable universal life
insurance policies have been calculated based on participants'
contributions plus interest credited less applicable contract
charges.
Future policy benefits for traditional life insurance policies
have been calculated using a net level premium method based on
estimates of mortality, morbidity, investment yields and
withdrawals which were used or which were being experienced at the
time the policies were issued, rather than the assumptions
prescribed by state regulatory authorities. See note 6.
Future policy benefits and claims for collectively renewable
long-term disability policies and group long-term disability
policies are the present value of amounts not yet due on reported
claims and an estimate of amounts to be paid on incurred but
unreported claims. The impact of reserve discounting is not
material. Future policy benefits and claims on other group health
insurance policies are not discounted. All health insurance
business is accounted for as discontinued operations. See note 2.
(g) Participating Business
----------------------
Participating business represents approximately 52% in 1996 (54%
in 1995 and 55% in 1994) of the Company's life insurance in force,
78% in 1996 (79% in 1995 and 79% in 1994) of the number of life
insurance policies in force, and 40% in 1996 (47% in 1995 and 51%
in 1994) of life insurance premiums. The provision for
policyholder dividends is based on current dividend scales. Future
dividends are provided for ratably in future policy benefits based
on dividend scales in effect at the time the policies were issued.
(h) Federal Income Tax
------------------
The Company, with the exception of ELICW, files a consolidated
federal income tax return with NMIC, the majority shareholder of
Nationwide Corp. The members of the consolidated tax return group
have a tax sharing arrangement which provides, in effect, for each
member to bear essentially the same federal income tax liability
as if separate tax returns were filed. Through 1994, ELICW filed a
consolidated federal income tax return with Employers Insurance of
Wausau A Mutual Company, an affiliate. Beginning in 1995, ELICW
files a separate federal income tax return.
The Company utilizes the asset and liability method of accounting
for income tax. Under this method, deferred tax assets and
liabilities are recognized for the future tax consequences
attributable to differences between the financial statement
carrying amounts of existing assets and liabilities and their
respective tax bases and operating loss and tax credit
carryforwards. Deferred tax assets and liabilities are measured
using enacted tax rates expected to apply to taxable income in the
years in which those temporary differences are expected to be
recovered or settled. Under this method, the effect on deferred
tax assets and liabilities of a change in tax rates is recognized
in income in the period that includes the enactment date.
Valuation allowances are established when necessary to reduce the
deferred tax assets to the amounts expected to be realized.
<PAGE> 11
NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
Notes to Consolidated Financial Statements, Continued
(i) Reinsurance Ceded
-----------------
Reinsurance premiums ceded and reinsurance recoveries on benefits
and claims incurred are deducted from the respective income and
expense accounts. Assets and liabilities related to reinsurance
ceded are reported on a gross basis. All of the Company's accident
and health and group life insurance business is ceded to
affiliates and is accounted for as discontinued operations. See
notes 2 and 13.
(j) Reclassification
----------------
Certain items in the 1995 and 1994 consolidated financial
statements have been reclassified to conform to the 1996
presentation.
(4) Change in Accounting Principle
------------------------------
Effective January 1, 1994, the Company changed its method of accounting
for certain investments in debt and equity securities in connection
with the issuance of STATEMENT OF FINANCIAL ACCOUNTING STANDARDS (SFAS)
NO. 115 - ACCOUNTING FOR CERTAIN INVESTMENTS IN DEBT AND EQUITY
SECURITIES. As of January 1, 1994, the Company classified fixed
maturity securities with amortized cost and fair value of $6,299,665
and $6,721,714, respectively, as available-for-sale and recorded the
securities at fair value. Previously, these securities were recorded at
amortized cost. The effect as of January 1, 1994 has been recorded as a
direct credit to shareholder's equity as follows:
<TABLE>
<CAPTION>
<S> <C>
Excess of fair value over amortized cost of fixed maturity
securities available-for-sale $ 422,049
Adjustment to deferred policy acquisition costs (95,044)
Deferred federal income tax (114,452)
--------------
$ 212,553
==============
</TABLE>
(5) Investments
-----------
The amortized cost and estimated fair value of securities
available-for-sale were as follows as of December 31, 1996:
<TABLE>
<CAPTION>
Gross Gross
Amortized unrealized unrealized Estimated
cost gains losses fair value
------------ ---------- ----------- -----------
<S> <C> <C> <C> <C>
1996:
Fixed maturity securities:
U.S. Treasury securities and obligations of
U.S. government corporations and agencies $ 275,696 4,795 (1,340) 279,151
Obligations of states and political subdivisions 6,242 450 (2) 6,690
Debt securities issued by foreign governments 100,656 2,141 (857) 101,940
Corporate securities 7,999,310 285,946 (33,686) 8,251,570
Mortgage-backed securities 3,588,974 91,438 (15,124) 3,665,288
------------ ---------- ------------ ------------
Total fixed maturity securities 11,970,878 384,770 (51,009) 12,304,639
Equity securities 43,890 15,571 (330) 59,131
------------ ---------- ------------ ------------
$12,014,768 400,341 (51,339) 12,363,770
============ ========== ============ ============
</TABLE>
<PAGE> 12
NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
Notes to Consolidated Financial Statements, Continued
The amortized cost and estimated fair value of securities
available-for-sale were as follows as of December 31, 1995:
<TABLE>
<CAPTION>
Gross Gross
Amortized unrealized unrealized Estimated
cost gains losses fair value
------------ ---------- ----------- ---------------
<S> <C> <C> <C> <C>
1995:
Fixed maturity securities:
U.S. Treasury securities and obligations of
U.S. government corporations and agencies $ 310,186 12,764 (1) 322,949
Obligations of states and political subdivisions 8,655 1,205 (1) 9,859
Debt securities issued by foreign governments 101,414 4,387 (66) 105,735
Corporate securities 7,888,440 473,681 (25,742) 8,336,379
Mortgage-backed securities 3,553,861 165,169 (8,388) 3,710,642
------------ ---------- ----------- ---------------
Total fixed maturity securities 11,862,556 657,206 (34,198) 12,485,564
Equity securities 23,617 6,382 (46) 29,953
------------ ---------- ----------- ---------------
$11,886,173 663,588 (34,244) 12,515,517
============ ========== =========== ===============
</TABLE>
The amortized cost and estimated fair value of fixed maturity
securities available-for-sale as of December 31, 1996, by contractual
maturity, are shown below. Expected maturities will differ from
contractual maturities because borrowers may have the right to call or
prepay obligations with or without call or prepayment penalties.
<TABLE>
<CAPTION>
Amortized Estimated
cost fair value
--------------- --------------
<S> <C> <C>
Fixed maturity securities available-for-sale:
Due in one year or less $ 440,235 444,214
Due after one year through five years 3,937,010 4,053,152
Due after five years through ten years 2,809,813 2,871,806
Due after ten years 1,194,846 1,270,179
--------------- --------------
8,381,904 8,639,351
Mortgage-backed securities 3,588,974 3,665,288
--------------- --------------
$11,970,878 12,304,639
=============== ==============
</TABLE>
The components of unrealized gains on securities available-for-sale,
net, were as follows as of December 31:
<TABLE>
<CAPTION>
1996 1995
--------------- --------------
<S> <C> <C>
Gross unrealized gains $349,002 629,344
Adjustment to deferred policy acquisition costs (81,939) (138,914)
Deferred federal income tax (93,471) (171,649)
--------------- --------------
173,592 318,781
Unrealized gains on securities available-for-sale, net, of
subsidiaries classified as discontinued operations (note 2) - 65,523
--------------- --------------
$173,592 384,304
=============== ==============
</TABLE>
<PAGE> 13
NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
Notes to Consolidated Financial Statements, Continued
An analysis of the change in gross unrealized gains (losses) on
securities available-for-sale and fixed maturity securities
held-to-maturity follows for the years ended December 31:
<TABLE>
<CAPTION>
1996 1995 1994
--------------- ------------- --------------
<S> <C> <C> <C>
Securities available-for-sale:
Fixed maturity securities $(289,247) 876,332 (675,373)
Equity securities 8,905 (26) (1,927)
Fixed maturity securities held-to-maturity - 75,626 (398,183)
--------------- ------------- --------------
$(280,342) 951,932 (1,075,483)
=============== ============= ==============
</TABLE>
Proceeds from the sale of securities available-for-sale during 1996,
1995 and 1994 were $299,558, $107,345 and $228,308, respectively.
During 1996, gross gains of $6,606 ($4,838 and $3,045 in 1995 and 1994,
respectively) and gross losses of $6,925 ($2,147 and $21,280 in 1995
and 1994, respectively) were realized on those sales.
During 1995, the Company transferred fixed maturity securities
classified as held-to-maturity with amortized cost of $25,429 to
available-for-sale securities due to evidence of a significant
deterioration in the issuer's creditworthiness. The transfer of those
fixed maturity securities resulted in a gross unrealized loss of
$3,535.
As permitted by the Financial Accounting Standards Board's Special
Report, A GUIDE TO IMPLEMENTATION OF STATEMENT 115 ON ACCOUNTING FOR
CERTAIN INVESTMENTS IN DEBT AND EQUITY SECURITIES, issued in November
1995 the Company transferred all of its fixed maturity securities
previously classified as held-to-maturity to available-for-sale. As of
December 14, 1995, the date of transfer, the fixed maturity securities
had amortized cost of $3,320,093, resulting in a gross unrealized gain
of $155,940.
Investments that were non-income producing for the twelve month period
preceding December 31, 1996 amounted to $26,805 ($27,712 in 1995) and
consisted of $248 ($6,982 in 1995) in fixed maturity securities,
$20,633 ($14,740 in 1995) in real estate and $5,924 ($5,990 in 1995) in
other long-term investments.
Real estate is presented at cost less accumulated depreciation of
$30,338 as of December 31, 1996 ($30,482 as of December 31, 1995) and
valuation allowances of $15,219 as of December 31, 1996 ($25,819 as of
December 31, 1995).
The recorded investment of mortgage loans on real estate considered to
be impaired (under SFAS NO. 114 - ACCOUNTING BY CREDITORS FOR
IMPAIRMENT OF A LOAN as amended by SFAS NO. 118 - ACCOUNTING BY
CREDITORS FOR IMPAIRMENT OF A LOAN-INCOME RECOGNITION AND DISCLOSURE)
as of December 31, 1996 was $51,765 ($44,409 as of December 31, 1995),
which includes $41,663 ($23,975 as of December 31, 1995) of impaired
mortgage loans on real estate for which the related valuation allowance
was $8,485 ($5,276 as of December 31, 1995) and $10,102 ($20,434 as of
December 31, 1995) of impaired mortgage loans on real estate for which
there was no valuation allowance. During 1996, the average recorded
investment in impaired mortgage loans on real estate was approximately
$39,674 ($22,181 in 1995) and interest income recognized on those loans
was $2,103 ($387 in 1995), which is equal to interest income recognized
using a cash-basis method of income recognition.
Activity in the valuation allowance account for mortgage loans on real
estate is summarized for the years ended December 31:
<TABLE>
<CAPTION>
1996 1995
------------- --------------
<S> <C> <C>
Allowance, beginning of year $49,128 46,381
Additions charged to operations 4,497 7,433
Direct write-downs charged against the allowance (2,587) (4,686)
------------- -------------
Allowance, end of year $51,038 49,128
============= ==============
</TABLE>
<PAGE> 14
NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
Notes to Consolidated Financial Statements, Continued
An analysis of investment income by investment type follows for the
years ended December 31:
<TABLE>
<CAPTION>
1996 1995 1994
--------------- ------------- ------------
<S> <C> <C> <C>
Gross investment income:
Securities available-for-sale:
Fixed maturity securities $ 917,135 685,787 647,927
Equity securities 1,291 1,330 509
Fixed maturity securities held-to-maturity - 201,808 185,938
Mortgage loans on real estate 432,815 395,478 372,734
Real estate 44,332 38,344 40,170
Short-term investments 4,155 10,576 6,141
Other 3,998 7,239 2,121
--------------- ------------- --------------
Total investment income 1,403,726 1,340,562 1,255,540
Less investment expenses 45,967 46,529 44,729
--------------- ------------- ---------------
Net investment income $1,357,759 1,294,033 1,210,811
=============== ============= ==============
</TABLE>
An analysis of realized gains (losses) on investments, net of valuation
allowances, by investment type follows for the years ended December 31:
<TABLE>
<CAPTION>
1996 1995 1994
------------ ------------ ------------
<S> <C> <C> <C>
Securities available-for-sale:
Fixed maturity securities $(3,462) 4,213 (7,296)
Equity securities 3,143 3,386 1,422
Mortgage loans on real estate (4,115) (7,091) (20,446)
Real estate and other 4,108 (2,232) 9,793
------------ ------------ ------------
$ (326) (1,724) (16,527)
============ ============ ============
</TABLE>
Fixed maturity securities with an amortized cost of $6,161 and $5,592
as of December 31, 1996 and 1995, respectively, were on deposit with
various regulatory agencies as required by law.
(6) Future Policy Benefits and Claims
---------------------------------
The liability for future policy benefits for investment contracts
represents approximately 87% and 87% of the total liability for future
policy benefits as of December 31, 1996 and 1995, respectively. The
average interest rate credited on investment product policies was
approximately 6.3%, 6.6% and 6.5% for the years ended December 31,
1996, 1995 and 1994, respectively.
The liability for future policy benefits for traditional life insurance
policies has been established based upon the following assumptions:
Interest rates: Interest rates vary as follows:
--------------
<TABLE>
<CAPTION>
Year of issue Interest rates
----------------- ----------------------------------------
<S> <C>
1996 6.6%, not graded
1984-1995 6.0% to 10.5%, not graded
1966-1983 6.0% to 8.1%, graded over 20 years to 4.0% to 6.6%
1965 and prior generally lower than post 1965 issues
</TABLE>
<PAGE> 15
NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
Notes to Consolidated Financial Statements, Continued
WITHDRAWALS: Rates, which vary by issue age, type of coverage
and policy duration, are based on Company experience.
MORTALITY: Mortality and morbidity rates are based on
published tables, modified for the Company's actual
experience.
The Company has entered into a reinsurance contract to cede a portion
of its general account individual annuity business to The Franklin Life
Insurance Company (Franklin). Total recoveries due from Franklin were
$240,451 and $245,255 as of December 31, 1996 and 1995, respectively.
The contract is immaterial to the Company's results of operations. The
ceding of risk does not discharge the original insurer from its primary
obligation to the policyholder. Under the terms of the contract,
Franklin has established a trust as collateral for the recoveries. The
trust assets are invested in investment grade securities, the market
value of which must at all times be greater than or equal to 102% of
the reinsured reserves.
The Company has reinsurance agreements with certain affiliates as
described in note 13. All other reinsurance agreements are not material
to either premiums or reinsurance recoverables.
(7) Federal Income Tax
-------------------
The tax effects of temporary differences that give rise to significant
components of the net deferred tax liability as of December 31, 1996
and 1995 are as follows:
<TABLE>
<CAPTION>
1996 1995
----------------- ---------------
<S> <C> <C>
Deferred tax assets:
Future policy benefits $175,571 149,192
Liabilities in Separate Accounts 188,426 129,120
Mortgage loans on real estate and real estate 23,366 25,165
Other policyholder funds 7,407 7,424
Other assets and other liabilities 53,757 41,847
----------------- ---------------
Total gross deferred tax assets 448,527 352,748
Less valuation allowances (7,000) (7,000)
----------------- ---------------
Net deferred tax assets 441,527 345,748
================= ===============
Deferred tax liabilities:
Deferred policy acquisition costs 399,345 299,579
Fixed maturity securities 133,210 227,345
Deferred tax on realized investment gains 37,597 40,634
Equity securities and other long-term investments 8,210 3,780
Other 25,377 21,037
----------------- ---------------
Total gross deferred tax liabilities 603,739 592,375
----------------- ---------------
$162,212 246,627
================= ===============
</TABLE>
In assessing the realizability of deferred tax assets, management
considers whether it is more likely than not that some portion of the
total gross deferred tax assets will not be realized. Nearly all future
deductible amounts can be offset by future taxable amounts or recovery
of federal income tax paid within the statutory carryback period. There
has been no change in the valuation allowance for the years ended
December 31, 1996, 1995 and 1994.
<PAGE> 16
NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
Notes to Consolidated Financial Statements, Continued
Total federal income tax expense for the years ended December 31, 1996,
1995 and 1994 differs from the amount computed by applying the U.S.
federal income tax rate to income before tax as follows:
<TABLE>
<CAPTION>
1996 1995 1994
---------------------- ---------------------- ----------------------
Amount % Amount % Amount %
---------------------- ---------------------- ----------------------
<S> <C> <C> <C> <C> <C> <C>
Computed (expected) tax expense $110,424 35.0 $100,650 35.0 $84,650 35.0
Tax exempt interest and dividends
received deduction (212) (0.1) (18) (0.0) (130) (0.1)
Other, net 677 0.3 (824) (0.3) (5,931) (2.5)
------------ -------- ------------- -------- ------------- --------
Total (effective rate of each year) $110,889 35.2 $ 99,808 34.7 $78,589 32.5
============ ======== ============= ======== ============= ========
</TABLE>
Total federal income tax paid was $115,839, $51,840 and $83,239
during the years ended December 31, 1996, 1995 and 1994,
respectively.
(8) Disclosures about Fair Value of Financial Instruments
-----------------------------------------------------
SFAS NO. 107 - DISCLOSURES ABOUT FAIR VALUE OF FINANCIAL INSTRUMENTS
(SFAS 107) requires disclosure of fair value information about existing
on and off-balance sheet financial instruments. SFAS 107 defines the
fair value of a financial instrument as the amount at which the
financial instrument could be exchanged in a current transaction
between willing parties. In cases where quoted market prices are not
available, fair value is based on estimates using present value or
other valuation techniques.
These techniques are significantly affected by the assumptions used,
including the discount rate and estimates of future cash flows.
Although fair value estimates are calculated using assumptions that
management believes are appropriate, changes in assumptions could cause
these estimates to vary materially. In that regard, the derived fair
value estimates cannot be substantiated by comparison to independent
markets and, in many cases, could not be realized in the immediate
settlement of the instruments. SFAS 107 excludes certain assets and
liabilities from its disclosure requirements. Accordingly, the
aggregate fair value amounts presented do not represent the underlying
value of the Company.
Although insurance contracts, other than policies such as annuities
that are classified as investment contracts, are specifically exempted
from SFAS 107 disclosures, estimated fair value of policy reserves on
life insurance contracts is provided to make the fair value disclosures
more meaningful.
The tax ramifications of the related unrealized gains and losses can
have a significant effect on fair value estimates and have not been
considered in the estimates.
The following methods and assumptions were used by the Company in
estimating its fair value disclosures:
CASH, SHORT-TERM INVESTMENTS AND POLICY LOANS: The carrying amount
reported in the consolidated balance sheets for these instruments
approximates their fair value.
FIXED MATURITY AND EQUITY SECURITIES: Fair value for fixed
maturity securities is based on quoted market prices, where
available. For fixed maturity securities not actively traded, fair
value is estimated using values obtained from independent pricing
services or, in the case of private placements, is estimated by
discounting expected future cash flows using a current market rate
applicable to the yield, credit quality and maturity of the
investments. The fair value for equity securities is based on
quoted market prices.
SEPARATE ACCOUNT ASSETS AND LIABILITIES: The fair value of assets
held in Separate Accounts is based on quoted market prices. The
fair value of liabilities related to Separate Accounts is the
amount payable on demand, which includes certain surrender
charges.
<PAGE> 17
NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
Notes to Consolidated Financial Statements, Continued
MORTGAGE LOANS ON REAL ESTATE: The fair value for mortgage loans
on real estate is estimated using discounted cash flow analyses,
using interest rates currently being offered for similar loans to
borrowers with similar credit ratings. Loans with similar
characteristics are aggregated for purposes of the calculations.
Fair value for mortgages in default is the estimated fair value of
the underlying collateral.
INVESTMENT CONTRACTS: Fair value for the Company's liabilities
under investment type contracts is disclosed using two methods.
For investment contracts without defined maturities, fair value is
the amount payable on demand. For investment contracts with known
or determined maturities, fair value is estimated using discounted
cash flow analyses. Interest rates used are similar to currently
offered contracts with maturities consistent with those remaining
for the contracts being valued.
POLICY RESERVES ON LIFE INSURANCE CONTRACTS: Included are
disclosures for individual life insurance, universal life
insurance and supplementary contracts with life contingencies for
which the estimated fair value is the amount payable on demand.
Also included are disclosures for the Company's limited payment
policies, which the Company has used discounted cash flow analyses
similar to those used for investment contracts with known
maturities to estimate fair value.
POLICYHOLDERS' DIVIDEND ACCUMULATIONS AND OTHER POLICYHOLDER
FUNDS: The carrying amount reported in the consolidated balance
sheets for these instruments approximates their fair value.
COMMITMENTS TO EXTEND CREDIT: Commitments to extend credit have
nominal fair value because of the short-term nature of such
commitments. See note 9.
Carrying amount and estimated fair value of financial instruments
subject to SFAS 107 and policy reserves on life insurance contracts
were as follows as of December 31, 1996 and 1995:
<TABLE>
<CAPTION>
1996 1995
------------------------------ -------------------------------
Carrying Estimated Carrying Estimated
amount fair value amount fair value
------------------------------ --------------- ---------------
<S> <C> <C> <C> <C>
Assets
------
Investments:
Securities available-for-sale:
Fixed maturity securities $12,304,639 12,304,639 12,485,564 12,485,564
Equity securities 59,131 59,131 29,953 29,953
Mortgage loans on real estate, net 5,272,119 5,397,865 4,602,764 4,961,655
Policy loans 371,816 371,816 336,356 336,356
Short-term investments 4,789 4,789 32,792 32,792
Cash 43,784 43,784 9,455 9,455
Assets held in Separate Accounts 26,926,702 26,926,702 18,591,108 18,591,108
Liabilities
-----------
Investment contracts 13,914,441 13,484,526 13,229,360 12,876,798
Policy reserves on life insurance contracts 2,971,337 2,775,991 2,836,323 2,733,486
Policyholders' dividend accumulations 361,401 361,401 348,027 348,027
Other policyholder funds 60,073 60,073 65,297 65,297
Liabilities related to Separate Accounts 26,926,702 26,164,213 18,591,108 18,052,362
</TABLE>
(9) Additional Financial Instruments Disclosures
--------------------------------------------
FINANCIAL INSTRUMENTS WITH OFF-BALANCE-SHEET RISK: The Company is a
party to financial instruments with off-balance-sheet risk in the
normal course of business through management of its investment
portfolio. These financial instruments include commitments to extend
credit in the form of loans. These instruments involve, to varying
degrees, elements of credit risk in excess of amounts recognized on the
consolidated balance sheets.
<PAGE> 18
NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
Notes to Consolidated Financial Statements, Continued
Commitments to fund fixed rate mortgage loans on real estate are
agreements to lend to a borrower, and are subject to conditions
established in the contract. Commitments generally have fixed
expiration dates or other termination clauses and may require payment
of a deposit. Commitments extended by the Company are based on
management's case-by-case credit evaluation of the borrower and the
borrower's loan collateral. The underlying mortgage property represents
the collateral if the commitment is funded. The Company's policy for
new mortgage loans on real estate is to lend no more than 75% of
collateral value. Should the commitment be funded, the Company's
exposure to credit loss in the event of nonperformance by the borrower
is represented by the contractual amounts of these commitments less the
net realizable value of the collateral. The contractual amounts also
represent the cash requirements for all unfunded commitments.
Commitments on mortgage loans on real estate of $327,456 extending into
1997 were outstanding as of December 31, 1996.
SIGNIFICANT CONCENTRATIONS OF CREDIT RISK: The Company grants mainly
commercial mortgage loans on real estate to customers throughout the
United States. The Company has a diversified portfolio with no more
than 21% (20% in 1995) in any geographic area and no more than 2% (2%
in 1995) with any one borrower as of December 31, 1996.
The Company had a significant reinsurance recoverable balance from one
reinsurer as of December 31, 1996 and 1995. See note 6.
The summary below depicts loans by remaining principal balance as of
December 31, 1996 and 1995:
<TABLE>
<CAPTION>
Apartment
Office Warehouse Retail & other Total
------------ ------------- ------------- ------------- --------------
<S> <C> <C> <C> <C> <C>
1996:
East North Central $139,518 119,069 549,064 215,038 1,022,689
East South Central 33,267 22,252 172,968 90,623 319,110
Mountain 17,972 43,027 113,292 73,390 247,681
Middle Atlantic 129,077 54,046 160,833 18,498 362,454
New England 33,348 43,581 161,960 - 238,889
Pacific 202,562 325,046 424,295 110,108 1,062,011
South Atlantic 103,889 134,492 482,934 385,185 1,106,500
West North Central 126,467 2,441 75,180 40,529 244,617
West South Central 104,877 120,314 197,090 304,256 726,537
------------- ------------- ------------- -------------- ------------
$890,977 864,268 2,337,616 1,237,627 5,330,488
============ ============= ============= =============
Less valuation allowances and unamortized discount 58,369
--------------
Total mortgage loans on real estate, net $5,272,119
==============
</TABLE>
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
1995:
East North Central $138,965 101,925 514,995 175,213 931,098
East South Central 21,329 13,053 180,858 82,383 297,623
Mountain - 17,219 138,220 45,274 200,713
Middle Atlantic 116,187 64,813 158,252 10,793 350,045
New England 9,559 39,525 148,449 1 197,534
Pacific 183,206 233,186 374,915 105,419 896,726
South Atlantic 106,246 73,541 446,800 278,265 904,852
West North Central 133,899 14,205 78,065 36,651 262,820
West South Central 69,140 92,594 190,299 267,268 619,301
------------ ------------ ------------- ------------- --------------
$778,531 650,061 2,230,853 1,001,267 4,660,712
============ ============= ============= =============
Less valuation allowances and unamortized discount 57,948
--------------
Total mortgage loans on real estate, net $4,602,764
==============
</TABLE>
<PAGE> 19
NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
Notes to Consolidated Financial Statements, Continued
(10) Pension Plan
------------
The Company is a participant, together with other affiliated companies,
in a pension plan covering all employees who have completed at least
one thousand hours of service within a twelve-month period and who have
met certain age requirements. Benefits are based upon the highest
average annual salary of a specified number of consecutive years of the
last ten years of service. The Company funds pension costs accrued for
direct employees plus an allocation of pension costs accrued for
employees of affiliates whose work efforts benefit the Company.
Effective January 1, 1995, the plan was amended to provide enhanced
benefits for participants who met certain eligibility requirements and
elected early retirement no later than March 15, 1995. The entire cost
of the enhanced benefit was borne by NMIC and certain of its property
and casualty insurance company affiliates.
Effective December 31, 1995, the Nationwide Insurance Companies and
Affiliates Retirement Plan was merged with the Farmland Mutual
Insurance Company Employees' Retirement Plan and the Wausau Insurance
Companies Pension Plan to form the Nationwide Insurance Enterprise
Retirement Plan. Immediately prior to the merger, the plans were
amended to provide consistent benefits for service after January 1,
1996. These amendments had no significant impact on the accumulated
benefit obligation or projected benefit obligation as of December 31,
1995.
Pension costs charged to operations by the Company during the years
ended December 31, 1996, 1995 and 1994 were $7,381, $10,478 and
$10,063, respectively.
The Company's net accrued pension expense as of December 31, 1996 and
1995 was $1,075 and $1,392, respectively.
The net periodic pension cost for the Nationwide Insurance Enterprise
Retirement Plan as a whole for the year ended December 31, 1996 and for
the Nationwide Insurance Companies and Affiliates Retirement Plan as a
whole for the years ended December 31, 1995 and 1994 follows:
<TABLE>
<CAPTION>
1996 1995 1994
--------------- --------------- ---------------
<S> <C> <C> <C>
Service cost (benefits earned during the period) $ 75,466 64,524 64,740
Interest cost on projected benefit obligation 105,511 95,283 73,951
Actual return on plan assets (210,583) (249,294) (21,495)
Net amortization and deferral 101,795 143,353 (62,150)
--------------- --------------- ---------------
$ 72,189 53,866 55,046
=============== =============== ===============
</TABLE>
Basis for measurements, net periodic pension cost:
<TABLE>
<CAPTION>
1996 1995 1994
--------------- --------------- ---------------
<S> <C> <C> <C>
Weighted average discount rate 6.00% 7.50% 5.75%
Rate of increase in future compensation levels 4.25% 6.25% 4.50%
Expected long-term rate of return on plan assets 6.75% 8.75% 7.00%
</TABLE>
<PAGE> 20
NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
Notes to Consolidated Financial Statements, Continued
Information regarding the funded status of the Nationwide Insurance
Enterprise Retirement Plan as a whole as of December 31, 1996 and 1995
follows:
<TABLE>
<CAPTION>
1996 1995
--------------- ---------------
<S> <C> <C>
Accumulated benefit obligation:
Vested $1,338,554 1,236,730
Nonvested 11,149 26,503
--------------- ---------------
$1,349,703 1,263,233
=============== ===============
Net accrued pension expense:
Projected benefit obligation for services rendered to
date $1,847,828 1,780,616
Plan assets at fair value 1,947,933 1,738,004
--------------- ---------------
Plan assets in excess of (less than) projected benefit
obligation 100,105 (42,612)
Unrecognized prior service cost 37,870 42,845
Unrecognized net gains (201,952) (63,130)
Unrecognized net asset at transition 37,158 41,305
--------------- ---------------
$ (26,819) (21,592)
=============== ===============
</TABLE>
Basis for measurements, funded status of plan:
<TABLE>
<CAPTION>
1996 1995
--------------- ---------------
<S> <C> <C>
Weighted average discount rate 6.50% 6.00%
Rate of increase in future compensation levels 4.75% 4.25%
</TABLE>
Assets of the Nationwide Insurance Enterprise Retirement Plan are
invested in group annuity contracts of NLIC and ELICW.
(11) Postretirement Benefits Other Than Pensions
-------------------------------------------
In addition to the defined benefit pension plan, the Company, together
with other affiliated companies, participates in life and health care
defined benefit plans for qualifying retirees. Postretirement life and
health care benefits are contributory and generally available to full
time employees who have attained age 55 and have accumulated 15 years
of service with the Company after reaching age 40. Postretirement
health care benefit contributions are adjusted annually and contain
cost-sharing features such as deductibles and coinsurance. In addition,
there are caps on the Company's portion of the per-participant cost of
the postretirement health care benefits. These caps can increase
annually, but not more than three percent. The Company's policy is to
fund the cost of health care benefits in amounts determined at the
discretion of management. Plan assets are invested primarily in group
annuity contracts of NLIC.
The Company elected to immediately recognize its estimated accumulated
postretirement benefit obligation; however, certain affiliated
companies elected to amortize their initial transition obligation over
periods ranging from 10 to 20 years.
The Company's accrued postretirement benefit expense as of December 31,
1996 and 1995 was $34,884 and $33,537, respectively, and the net
periodic postretirement benefit cost (NPPBC) for 1996, 1995 and 1994
was $3,286, $3,132 and $4,284, respectively.
<PAGE> 21
NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
Notes to Consolidated Financial Statements, Continued
The amount of NPPBC for the plan as a whole for the years ended
December 31, 1996, 1995 and 1994 was as follows:
<TABLE>
<CAPTION>
1996 1995 1994
----------- ----------- -----------
<S> <C> <C> <C>
Service cost (benefits attributed to employee service during the year) $ 6,541 6,235 8,586
Interest cost on accumulated postretirement benefit obligation 13,679 14,151 14,011
Actual return on plan assets (4,348) (2,657) (1,622)
Amortization of unrecognized transition obligation of affiliates 173 2,966 568
Net amortization and deferral 1,830 (1,619) 1,622
----------- ----------- -----------
$17,875 19,076 23,165
=========== =========== ===========
</TABLE>
Information regarding the funded status of the plan as a whole as of
December 31, 1996 and 1995 follows:
<TABLE>
<CAPTION>
1996 1995
--------------- ---------------
<S> <C> <C>
Accrued postretirement benefit expense:
Retirees $ 92,954 88,680
Fully eligible, active plan participants 23,749 28,793
Other active plan participants 83,986 90,375
--------------- ---------------
Accumulated postretirement benefit obligation (APBO) 200,689 207,848
Plan assets at fair value 63,044 54,325
--------------- ---------------
Plan assets less than accumulated postretirement benefit obligation (137,645) (153,523)
Unrecognized transition obligation of affiliates 1,654 1,827
Unrecognized net gains (23,225) (1,038)
--------------- ---------------
$(159,216) (152,734)
=============== ===============
</TABLE>
Actuarial assumptions used for the measurement of the APBO as of
December 31, 1996 and 1995 and the NPPBC for 1996, 1995 and 1994 were
as follows:
<TABLE>
<CAPTION>
1996 1996 1995 1995 1994
APBO NPPBC APBO NPPBC NPPBC
------------ ----------- ----------- ----------- ------------
<S> <C> <C> <C> <C> <C>
Discount rate 7.25% 6.65% 6.75% 8.00% 7.00%
Long-term rate of return on plan
assets, net of tax - 4.80% - 8.00% N/A
Assumed health care cost trend rate:
Initial rate 11.00% 11.00% 11.00% 10.00% 12.00%
Ultimate rate 6.00% 6.00% 6.00% 6.00% 6.00%
Uniform declining period 12 Years 12 Years 12 Years 12 Years 12 Years
</TABLE>
The health care cost trend rate assumption has an effect on the amounts
reported. For the plan as a whole, a one percentage point increase in
the assumed health care cost trend rate would increase the APBO as of
December 31, 1996 by $701 and the NPPBC for the year ended December 31,
1996 by $83.
(12) Shareholder's Equity, Regulatory Risk-Based Capital, Retained Earnings
and Dividend Restrictions
---------------------------------------------------------------------
Each insurance company's state of domicile imposes minimum risk-based
capital requirements that were developed by the NAIC. The formulas for
determining the amount of risk-based capital specify various weighting
factors that are applied to financial balances or various levels of
activity based on the perceived degree of risk. Regulatory compliance
is determined by a ratio of the company's regulatory total adjusted
capital, as defined by the NAIC, to its authorized control level
risk-based capital, as defined by the NAIC. Companies below specific
trigger points or ratios are classified within certain levels, each of
which requires specified corrective action. NLIC and each of its
insurance company subsidiaries exceed the minimum risk-based capital
requirements.
<PAGE> 22
NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
Notes to Consolidated Financial Statements, Continued
The statutory capital shares and surplus of NLIC as of December 31,
1996, 1995 and 1994 was $1,000,647, $1,363,031 and $1,262,861,
respectively. The statutory net income of NLIC for the years ended
December 31, 1996, 1995 and 1994 was $73,218, $86,529 and $76,532,
respectively.
NLIC is limited in the amount of shareholder dividends it may pay
without prior approval by the Department of Insurance of the State of
Ohio (the Department). NLIC's dividend of the outstanding shares of
common stock of certain companies which was declared on September 24,
1996 and the anticipated $850,000 dividend (as discussed in note 1) are
deemed extraordinary under Ohio insurance laws. As a result of such
dividends, any dividend paid by NLIC during the 12-month period
immediately following the $850,000 dividend would also be an
extraordinary dividend under Ohio insurance laws. Accordingly, no such
dividend could be paid without prior regulatory approval.
In addition, the payment of dividends by NLIC may also be subject to
restrictions set forth in the insurance laws of New York that limit the
amount of statutory profits on NLIC's participating policies (measured
before dividends to policyholders) that can inure to the benefit of the
Company and its stockholder.
The Company currently does not expect such regulatory requirements to
impair its ability to pay operating expenses and stockholder dividends
in the future.
(13) Transactions With Affiliates
----------------------------
The Company leases office space from NMIC and certain of its
subsidiaries. For the years ended December 31, 1996, 1995 and 1994, the
Company made lease payments to NMIC and its subsidiaries of $9,065,
$8,986 and $8,133, respectively.
Pursuant to a cost sharing agreement among NMIC and certain of its
direct and indirect subsidiaries, including the Company, NMIC provides
certain operational and administrative services, such as sales support,
advertising, personnel and general management services, to those
subsidiaries. Expenses covered by this agreement are subject to
allocation among NMIC, the Company and other affiliates. Amounts
allocated to the Company were $101,584, $107,112, and $100,601 in 1996,
1995 and 1994, respectively. The allocations are based on techniques
and procedures in accordance with insurance regulatory guidelines.
Measures used to allocate expenses among companies include individual
employee estimates of time spent, special cost studies, salary expense,
commissions expense and other methods agreed to by the participating
companies that are within industry guidelines and practices. The
Company believes these allocation methods are reasonable. In addition,
the Company does not believe that expenses recognized under the
intercompany agreements are materially different than expenses that
would have been recognized had the Company operated on a stand alone
basis. Amounts payable to NMIC from the Company under the cost sharing
agreement were $15,111 and $1,186 as of December 31, 1996 and 1995,
respectively.
The Company also participates in intercompany repurchase agreements
with affiliates whereby the seller will transfer securities to the
buyer at a stated value. Upon demand or a stated period, the securities
will be repurchased by the seller at the original sales price plus a
price differential. Transactions under the agreements during 1996 and
1995 were not material. The Company believes that the terms of the
repurchase agreements are materially consistent with what the Company
could have obtained with unaffiliated parties.
<PAGE> 23
NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
Notes to Consolidated Financial Statements, Continued
Intercompany reinsurance contracts exist between NLIC and, respectively
NMIC and ELICW whereby all of NLIC's accident and health and group life
insurance business is ceded on a modified coinsurance basis. NLIC
entered into the reinsurance agreements during 1996 because the
accident and health and group life insurance business was unrelated to
NLIC's long-term savings and retirement products. Accordingly, the
accident and health and group life insurance business has been
accounted for as discontinued operations for all periods presented.
Under modified coinsurance agreements, invested assets are retained by
the ceding company and investment earnings are paid to the reinsurer.
Under the terms of NLIC's agreements, the investment risk associated
with changes in interest rates is borne by NMIC or ELICW, as the case
may be. Risk of asset default is retained by NLIC, although a fee is
paid by NMIC or ELICW, as the case may be, to NLIC for the NLIC's
retention of such risk. The agreements will remain in force until all
policy obligations are settled. However, with respect to the agreement
between NLIC and NMIC, either party may terminate the contract on
January 1 of any year with prior notice. The ceding of risk does not
discharge the original insurer from its primary obligation to the
policyholder. NLIC believes that the terms of the modified coinsurance
agreements are consistent in all material respects with what NLIC could
have obtained with unaffiliated parties.
Amounts ceded to ELICW in 1996 are included in ELICW's results of
operations for 1996 which, combined with the results of WCLIC and NCC,
are summarized in note 2. Amounts ceded to ELICW in 1996 include
premiums of $224,224, net investment income and other revenue of
$14,833, and benefits, claims and other expenses of $246,641. Amounts
ceded to NMIC in 1996 include premiums of $97,331, net investment
income of $10,890, and benefits, claims and other expenses of $100,476.
The Company and various affiliates entered into agreements with
Nationwide Cash Management Company (NCMC) and California Cash
Management Company (CCMC), both affiliates, under which NCMC and CCMC
act as common agents in handling the purchase and sale of short-term
securities for the respective accounts of the participants. Amounts on
deposit with NCMC and CCMC were $4,789 and $9,654 as of December 31,
1996 and 1995, respectively, and are included in short-term investments
on the accompanying consolidated balance sheets.
On April, 5 1996, Nationwide Corp. contributed all of the outstanding
shares, with shareholder equity value of $30, of NISC to NLIC. NLIC
contributed an additional $500 to NISC on August 30, 1996.
On March 1, 1995, Nationwide Corp. contributed all of the outstanding
shares of common stock of Farmland Life Insurance Company (Farmland) to
NLIC. Farmland merged into WCLIC effective June 30, 1995. The
contribution resulted in a direct increase to consolidated
shareholder's equity of $46,918. As discussed in note 2, WCLIC is
accounted for as discontinued operations.
Effective December 31, 1994, NLIC purchased all of the outstanding
shares of common stock of ELICW from Wausau Service Corporation (WSC)
for $155,000. NLIC transferred fixed maturity securities and cash with
a fair value of $155,000 to WSC on December 28, 1994, which resulted in
a realized loss of $19,239 on the disposition of the securities. The
purchase price approximated both the historical cost basis and fair
value of net assets of ELICW. ELICW has and will continue to share home
office, other facilities, equipment and common management and
administrative services with WSC. As discussed in note 2, ELICW is
accounted for as discontinued operations.
Certain annuity products are sold through three affiliated companies
which are also subsidiaries of Nationwide Corp. Total commissions and
fees paid to these affiliates for the years ended December 31, 1996,
1995 and 1994 were $76,922, $57,280 and $50,168, respectively.
(14) Bank Lines of Credit
--------------------
In August 1996, NLIC, along with NMIC, established a $600,000 revolving
credit facility which provides for a $600,000 loan over a five year
term on a fully revolving basis with a group of national financial
institutions. The credit facility provides for several and not joint
liability with respect to any amount drawn by either NLIC or NMIC. NLIC
and NMIC pay facility and usage fees to the financial institutions to
maintain the revolving credit facility. All previously existing line of
credit agreements were canceled.
<PAGE> 24
NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
Notes to Consolidated Financial Statements, Continued
(15) Contingencies
-------------
The Company is a defendant in various lawsuits. In the opinion of
management, the effects, if any, of such lawsuits are not expected to
be material to the Company's financial position or results of
operations.
(16) Segment Information
-------------------
The Company has three primary segments: Variable Annuities, Fixed
Annuities and Life Insurance. The Variable Annuities segment consists
of annuity contracts that provide the customer with the opportunity to
invest in mutual funds managed by the Company and independent
investment managers, with the investment returns accumulating on a
tax-deferred basis. The Fixed Annuities segment consists of annuity
contracts that generate a return for the customer at a specified
interest rate, fixed for a prescribed period, with returns accumulating
on a tax-deferred basis. The Life Insurance segment consists of
insurance products that provide a death benefit and may also allow the
customer to build cash value on a tax-deferred basis. In addition, the
Company reports corporate expenses and investments, and the related
investment income supporting capital not specifically allocated to its
product segments in a Corporate and Other segment. In addition, all
realized gains and losses, investment management fees and other revenue
earned from mutual funds, other than the portion allocated to the
variable annuities and life insurance segments, are reported in the
Corporate and Other segment.
During 1996, the Company changed its reporting segments to better
reflect the way the businesses are managed. Prior periods have been
restated to reflect these changes.
The following table summarizes the revenues and income from continuing
operations before federal income tax expense for the years ended
December 31, 1996, 1995 and 1994 and assets as of December 31, 1996,
1995 and 1994, by business segment.
<TABLE>
<CAPTION>
1996 1995 1994
----------------- --------------- ---------------
<S> <C> <C> <C>
Revenues:
Variable Annuities $ 284,638 189,071 132,687
Fixed Annuities 1,092,566 1,051,970 939,868
Life Insurance 435,657 409,135 383,150
Corporate and Other 179,977 148,475 143,794
----------------- --------------- ---------------
$ 1,992,838 1,798,651 1,599,499
================= =============== ===============
Income from continuing operations before federal income tax
expense:
Variable Annuities 90,244 50,837 24,574
Fixed Annuities 135,405 137,000 138,950
Life Insurance 67,242 67,590 53,046
Corporate and Other 22,606 32,145 25,288
----------------- --------------- ---------------
$ 315,497 287,572 241,858
================= =============== ===============
Assets:
Variable Annuities 25,069,725 17,333,039 11,146,465
Fixed Annuities 13,994,715 13,250,359 11,668,973
Life Insurance 3,353,286 3,027,420 2,752,283
Corporate and Other 5,348,520 4,896,815 3,678,303
----------------- --------------- ---------------
$47,766,246 38,507,633 29,246,024
================= =============== ===============
</TABLE>
<PAGE> 65
PART II - OTHER INFORMATION
CONTENTS OF REGISTRATION STATEMENT
This Post-Effective Amendment No. 10 to Form S-7 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 95 pages,
Representations and Undertakings,
Accountants' Consent
The Signatures,
The following exhibits required by Forms N-8B-2 and S-7:
1, Power of Attorney dated April 2, 1997 Attached hereto.
2, Resolution of the Depositor's Included with the Registration
Board of Directors Statement on Form N-8B-2 for the
authorizing the establishment Nationwide VLI Separate Account-3
of the Registrant, adopted (File No, 811-6140), and hereby
incorporated herein by reference.
3, Distribution Contracts Included with the Registration
Statement on Form N-8B-2 for the
Nationwide VLI Separate Account-3
(File No, 811-6140), and hereby
incorporated herein by reference.
4, Form of Security Included with the Registration
Statement on Form S-6 for the
Nationwide VLI Separate Account-3
(File No, 33-44296), and hereby
incorporated herein by reference.
5, Articles of Incorporation of Included with the Registration
Depositor Statement on Form N-8B-2 for the
Nationwide VLI Separate Account-3
(File No, 811-6140), and hereby
incorporated herein by reference.
6, Application form of Security Included with the Registration
Statement on Form S-6 for the
Nationwide VLI Separate Account-3
(File No, 33-44296), and hereby
incorporated herein by reference.
7, Opinion of Counsel Included with the Registration
Statement on Form S-6 for the
Nationwide VLI Separate Account-3
(File No, 33-44296), and hereby
incorporated herein by reference.
<PAGE> 66
Representations and Undertakings
The Registrant and the Company hereby make the following representations and
undertakings:
(a) This filing is made pursuant to Rules 6c-3 and 6e-3(T) under the Investment
Company Act of 1940 (the "Act"), The Registrant and the Company elect to be
governed by Rule 6e-3(T)(13)(i)(A) under the Act with respect to the Policies
described in the prospectus, The Policies have been designed in such a way as to
qualify for the exemptive relief from various provisions of the Act afforded by
Rule 6e-3(T),
(b) Paragraph (b) (13) (iii) (F) of Rule 6e-3(T) is being relied on for the
deduction of the mortality and expense risk charges ("risk charges") assumed by
the Company under the Policies, The Company represents that the risk charges are
within the range of industry practice for comparable policies and reasonable in
relation to all of the risks assumed by the issuer under the Policies, Actuarial
memoranda demonstrating the reasonableness of these charges are maintained by
the Company, and will be made available to the Securities and Exchange
Commission (the "Commission") on request,
(c) The Company has concluded that there is a reasonable likelihood that the
distribution financing arrangement of the separate account will benefit the
separate account and the contractholders and will keep and make available to the
Commission on request a memorandum setting forth the basis for this
representation,
(d) The Company represents that the separate account will invest only in
management investment companies which have undertaken to have a board of
directors, a majority of whom are not interested persons of the Company,
formulate and approve any plan under Rule 12b-1 to finance distribution
expenses,
(e) Subject to the terms and conditions of Section 15(d) of the Securities
Exchange Act of 1934, the Registrant hereby undertakes to file with the
Commission such supplementary and periodic information, documents, and reports
as may be prescribed by any rule or regulation of the Commission heretofore or
hereafter duly adopted pursuant to authority conferred in that section,
(f) The Company represents that the fees and charges deducted under the Policy
in the aggregate are reasonable in relation to the services rendered, the
expenses expected to be incurred, and the risks assumed by the Company.
<PAGE> 67
Accountants' Consent
The Board of Directors of Nationwide Life Insurance Company and
Contract Owners of Nationwide VLI Separate Account - 3:
We consent to the use of our reports included herein and to the reference to our
firm under the heading "Experts" in the prospectus.
KPMG Peat Marwick LLP
Columbus, Ohio
April 22, 1997
<PAGE> 68
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant, NATIONWIDE VLI SEPARATE ACCOUNT-3, certifies that it meets the
requirements of Securities Act Rule 485(b) for effectiveness of this
Post-Effective Amendment No. 10 and has duly caused this Post-Effective
Amendment No. 10 to be signed on its behalf by the undersigned thereunto duly
authorized, and its seal to be hereunto affixed and attested, all in the City of
Columbus, and State of Ohio, on this 22nd day of April, 1997.
NATIONWIDE VLI SEPARATE ACCOUNT-3
(Registrant)
(Seal) NATIONWIDE LIFE INSURANCE COMPANY
Attest: (Sponsor)
/s/ W. SIDNEY DRUEN By: /s/ JOSEPH P. RATH
- ---------------------------------- ------------------------------
W. Sidney Druen Joseph P. Rath
Assistant Secretary Vice President
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective
Amendment No.10 has been signed below by the following persons in the capacities
indicated on the 22nd day of April, 1997.
Signature Title
LEWIS J. ALPHIN Director
- ---------------------------
Lewis J. Alphin
KEITH W. ECKEL Director
- ---------------------------
Keith W. Eckel
WILLARD J. ENGEL Director
- ---------------------------
Willard J. Engel
FRED C. FINNEY Director
- ---------------------------
Fred C. Finney
CHARLES L. FUELLGRAF, JR. Director
- ---------------------------
Charles L. Fuellgraf, Jr.
JOSEPH J. GASPER President/Chief
- --------------------------- Operating Office and Director
Joseph J. Gasper
HENRY S. HOLLOWAY Chairman of the Board
- --------------------------- and Director
Henry S. Holloway
DIMON RICHARD McFERSON Chairman and Chief Executive Officer
- --------------------------- Nationwide Insurance Enterprise and Director
Dimon Richard McFerson
DAVID O. MILLER Director
- ---------------------------
David O. Miller
C. RAY NOECKER Director
- ---------------------------
C. Ray Noecker
ROBERT A. OAKLEY Executive Vice President-
- --------------------------- Chief Financial Officer
Robert A. Oakley
JAMES F. PATTERSON Director By/s/JOSEPH P. RATH
- -------------------------- ------------------
James F. Patterson Joseph P. Rath
Attorney-In-Fact
ARDEN L. SHISLER Director
- --------------------------
Arden L. Shisler
ROBERT L. STEWART Director
- --------------------------
Robert L. Stewart
NANCY C. THOMAS Director
- --------------------------
Nancy C. Thomas
HAROLD W. WEIHL Director
- --------------------------
Harold W. Weihl
<PAGE> 1
POWER OF ATTORNEY
KNOWN ALL MEN BY THESE PRESENTS, that each of the undersigned as
directors and/or officers of NATIONWIDE LIFE INSURANCE COMPANY, and NATIONWIDE
LIFE AND ANNUITY INSURANCE COMPANY, both Ohio corporations, which have filed or
will file with the U.S. Securities and Exchange Commission under the provisions
of the Securities Act of 1933, as amended, various Registration Statements and
amendments thereto for the registration under said Act of Individual Deferred
Variable Annuity Contracts in connection with MFS Variable Account, Nationwide
Variable Account, Nationwide Variable Account-II, Nationwide Variable Account-3,
Nationwide Variable Account-4, Nationwide Variable Account-5, Nationwide
Variable Account-6, Nationwide Fidelity Advisor Variable Account, Nationwide
Multi-Flex Variable Account, Nationwide Variable Account-8, Nationwide VA
Separate Account-A, Nationwide VA Separate Account-B, Nationwide VA Separate
Account-C and Nationwide VA Separate Account-Q; and the registration of fixed
interest rate options subject to a market value adjustment offered under some or
all of the aforementioned individual Variable Annuity Contracts in connection
with Nationwide Multiple Maturity Separate Account and Nationwide Multiple
Maturity Separate Account-A, and the registration of Group Flexible Fund
Retirement Contracts in connection with Nationwide DC Variable Account,
Nationwide DCVA-II, and NACo Variable Account; and the registration of Group
Common Stock Variable Annuity Contracts in connection with Separate Account No.
1; and the registration of variable life insurance policies in connection with
Nationwide VLI Separate Account, Nationwide VLI Separate Account-2, Nationwide
VLI Separate Account-3, Nationwide VL Separate Account-A and Nationwide VL
Separate Account-B, hereby constitutes and appoints Dimon Richard McFerson,
Joseph J. Gasper, W. Sidney Druen, and Joseph P. Rath, and each of them with
power to act without the others, his/her attorney, with full power of
substitution and resubstitution, for and in his/her name, place and stead, in
any and all capacities, to approve, and sign such Registration Statements and
any and all amendments thereto, with power to affix the corporate seal of said
corporation thereto and to attest said seal and to file the same, with all
exhibits thereto and other documents in connection therewith, with the U.S.
Securities and Exchange Commission, hereby granting unto said attorneys, and
each of them, full power and authority to do and perform all and every act and
thing requisite to all intents and purposes as he/she might or could do in
person, hereby ratifying and confirming that which said attorneys, or any of
them, may lawfully do or cause to be done by virtue hereof. This instrument may
be executed in one or more counterparts.
IN WITNESS WHEREOF, the undersigned have herewith set their names and
seals as of this 2nd day of April, 1997.
<TABLE>
<CAPTION>
<S> <C>
/s/ Lewis J. Alphin /s/ David O. Miller
- ------------------------------------------------- --------------------------------------------------
Lewis J. Alphin, Director David O. Miller, Director
/s/ Keith W. Eckel /s/ C. Ray Noecker
- ------------------------------------------------- -------------------------------------------------
Keith W. Eckel, Director C. Ray Noecker, Director
/s/ Willard J. Engel /s/ Robert A. Oakley
- ------------------------------------------------- --------------------------------------------------
Willard J. Engel, Director Robert A. Oakley, Executive Vice President and Chief
Financial Officer
/s/ Fred C. Finney /s/ James F. Patterson
- ------------------------------------------------- --------------------------------------------------
Fred C. Finney, Director James F. Patterson, Director
/s/ Charles L. Fuellgraf /s/ Arden L. Shisler
- ------------------------------------------------- --------------------------------------------------
Charles L. Fuellgraf, Jr., Director Arden L. Shisler, Director
/s/ Joseph J. Gasper /s/ Robert L. Stewart
- ------------------------------------------------- --------------------------------------------------
Joseph J. Gasper, President and Chief Operating Officer Robert L. Stewart, Director
and Director
/s/ Henry S. Holloway /s/ Nancy C. Thomas
- ------------------------------------------------- --------------------------------------------------
Henry S. Holloway, Chairman of the Board, Director Nancy C. Thomas, Director
/s/ Dimon Richard McFerson /s/ Harold W. Weihl
- ------------------------------------------------- --------------------------------------------------
Dimon Richard McFerson, Chairman and Chief Executive Harold W. Weihl, Director
Officer-Nationwide Insurance Enterprise and Director
</TABLE>
