<PAGE> 1
As filed with the Securities and Exchange Commission.
'33 Act File No. 33-66496
'40 Act File No. 811-7908
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM N-4
REGISTRATION STATEMENT UNDER THE SECURITIES
ACT OF 1933
POST-EFFECTIVE AMENDMENT NO. 4 [X]
and
REGISTRATION STATEMENT UNDER THE
INVESTMENT COMPANY ACT OF 1940
AMENDMENT NO. 6 [X]
NATIONWIDE VA SEPARATE ACCOUNT-C
(Exact Name of Registrant)
NATIONWIDE LIFE AND ANNUITY INSURANCE COMPANY
(Name of Depositor)
ONE NATIONWIDE PLAZA, COLUMBUS, OHIO 43216-6609
(Address of Depositor's Principal Executive Offices) (Zip Code)
Depositor's Telephone Number, including Area Code: (614) 249-7111
GORDON E. MCCUTCHAN, SECRETARY, ONE NATIONWIDE PLAZA, COLUMBUS, OHIO 43216-6609
(Name and Address of Agent for Service)
This Post-Effective amendment amends the Registration Statement in
respect of the Prospectus, Statement of Additional Information, and the
Financial Statements.
It is proposed that this filing will become effective (check appropriate
space):
[ ] immediately upon filing pursuant to paragraph (b) of Rule 485
[ ] on (date) pursuant to paragraph (b) of Rule 485
[ ] 60 days after filing pursuant to paragraph (a) of Rule 485
[x] on (May 1, 1997) pursuant to paragraph (a) 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 24f-2 Notice for the fiscal year ended
December 31, 1996, on February 25, 1997.
================================================================================
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<PAGE> 2
NATIONWIDE VA SEPARATE ACCOUNT-C
REFERENCE TO ITEMS REQUIRED BY FORM N-4
Caption in Prospectus and Statement of Additional Information and Other
Information
<TABLE>
<CAPTION>
N-4 ITEM PAGE
<S> <C>
Part A INFORMATION REQUIRED IN A PROSPECTUS
Item 1. Cover page......................................................................................... 3
Item 2. Definitions........................................................................................ 4
Item 3. Synopsis or Highlights............................................................................. 9
Item 4. Condensed Financial Information.................................................................... 10
Item 5. General Description of Registrant, Depositor, and Portfolio Companies.............................. 11
Item 6. Deductions and Expenses............................................................................ 13
Item 7. General Description of Variable Annuity Contracts.................................................. 15
Item 8. Annuity Period..................................................................................... 19
Item 9. Death Benefit and Distributions.................................................................... 21
Item 10. Purchases and Contract Value....................................................................... 25
Item 11. Redemptions........................................................................................ 26
Item 12. Taxes.............................................................................................. 27
Item 13. Legal Proceedings.................................................................................. 32
Item 14. Table of Contents of the Statement of Additional Information....................................... 32
Part B INFORMATION REQUIRED IN A STATEMENT OF ADDITIONAL INFORMATION
Item 15. Cover Page......................................................................................... 35
Item 16. Table of Contents.................................................................................. 35
Item 17. General Information and History.................................................................... 35
Item 18. Services........................................................................................... 35
Item 19. Purchase of Securities Being Offered............................................................... 35
Item 20. Underwriters....................................................................................... 36
Item 21. Calculation of Performance Information............................................................. 36
Item 22. Annuity Payments................................................................................... 38
Item 23. Financial Statements............................................................................... 39
Part C OTHER INFORMATION
Item 24. Financial Statements and Exhibits.................................................................. 67
Item 25. Directors and Officers of the Depositor............................................................ 69
Item 26. Persons Controlled by or Under Common Control with the Depositor or Registrant..................... 71
Item 27. Number of Contract Owners.......................................................................... 80
Item 28. Indemnification.................................................................................... 80
Item 29. Principal Underwriter.............................................................................. 80
Item 30. Location of Accounts and Records................................................................... 82
Item 31. Management Services................................................................................ 82
Item 32. Undertakings....................................................................................... 82
</TABLE>
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<PAGE> 3
NATIONWIDE LIFE AND ANNUITY INSURANCE COMPANY
Home Office
P.O. Box 182008
Columbus, Ohio 43218-2008, 1-800-860-3946, TDD 1-800-238-3035
INDIVIDUAL DEFERRED VARIABLE ANNUITY CONTRACTS
ISSUED BY THE NATIONWIDE VA SEPARATE ACCOUNT-C
OF NATIONWIDE LIFE AND ANNUITY INSURANCE COMPANY
The Individual Deferred Variable Annuity Contracts described in this
prospectus are flexible Purchase Payment Contracts (collectively referred to as
the "Contracts"). The Contracts are sold to individuals for use in retirement
plans which may qualify for special federal tax treatment under the Internal
Revenue Code. Annuity payments under the Contracts are deferred until a selected
later date.
Purchase Payments are allocated to the Nationwide VA Separate Account-C
("Variable Account"), a separate account of Nationwide Life and Annuity
Insurance Company (the "Company"). The Variable Account uses its assets to
purchase shares at net asset value in one or more of the following series of the
underlying Mutual Fund options:
FIDELITY VARIABLE INSURANCE PRODUCTS FUND
-Equity-Income Portfolio
-Overseas Portfolio
NATIONWIDE SEPARATE ACCOUNT TRUST
-Money Market Fund
-Total Return Fund
THE ONE(R) GROUP INVESTMENT TRUST
-Asset Allocation Fund
-Government Bond Fund
-Large Company Growth Fund
-Growth Opportunities Fund
This prospectus provides you with the basic information you should know
about the Individual Deferred Variable Annuity Contracts issued by the
Nationwide VA Separate Account-C before investing. You should read it and keep
it for future reference. A Statement of Additional Information dated May 1,
1997, containing further information about the Contracts and the Nationwide VA
Separate Account-C has been filed with the Securities and Exchange Commission.
You can obtain a copy without charge from Nationwide Life and Annuity Insurance
Company by calling the number listed above, or writing P. O. Box 182008,
Columbus, Ohio 43218-2008.
INVESTMENTS IN THE CONTRACTS ARE NOT DEPOSITS OR OBLIGATIONS OF, OR GUARANTEED
OR ENDORSED BY BANC ONE CORPORATION OR ANY OF ITS AFFILIATES OR CORRESPONDENTS.
INVESTMENTS ARE NOT FEDERALLY INSURED BY THE FEDERAL DEPOSIT INSURANCE
CORPORATION, THE FEDERAL RESERVE BOARD, OR ANY OTHER AGENCY. AN INVESTMENT IN
THE CONTRACTS INVOLVES INVESTMENT RISKS, INCLUDING THE POSSIBLE LOSS OF THE
PRINCIPAL AMOUNT INVESTED.
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.
THE STATEMENT OF ADDITIONAL INFORMATION, DATED MAY 1, 1997, IS INCORPORATED
HEREIN BY REFERENCE. THE TABLE OF CONTENTS FOR THE STATEMENT OF ADDITIONAL
INFORMATION APPEARS ON PAGE 30 OF THE PROSPECTUS.
THE DATE OF THIS PROSPECTUS IS MAY 1, 1997.
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<PAGE> 4
GLOSSARY OF SPECIAL TERMS
ACCUMULATION UNIT-An accounting unit of measure used to calculate the Variable
Account Contract Value prior to the Annuitization Date.
ANNUITANT-The person actually receiving annuity payments and upon whose
continuation of life any annuity payment involving life contingencies depends.
The Annuitant is named on the Data Page of the Contract unless changed. No
change of Annuitant may be made without the prior consent of the Company. This
person must be age 85 or younger at the time of Contract issuance.
ANNUITIZATION-The period during which annuity payments are actually received.
ANNUITIZATION DATE-The date on which annuity payments actually commence.
ANNUITY COMMENCEMENT DATE-The date on which the annuity payments are scheduled
to commence. The Annuity Commencement Date is shown on the Data Page of the
Contract, and is subject to change by the Owner.
ANNUITY PAYMENT OPTION-The chosen form of annuity payments. Several options are
available under this Contract. The Annuity Payment Option is named in the
application, unless changed.
ANNUITY UNIT-An accounting unit of measure used to calculate the value of
Variable Annuity payments.
BENEFICIARY-The Beneficiary is the person designated to receive certain benefits
under the Contract upon the death of the Designated Annuitant. The Beneficiary
can be changed by the Contract Owner as set forth in the Contract. CODE-The
Internal Revenue Code of 1986, as amended.
COMPANY-Nationwide Life and Annuity Insurance Company.
CONTINGENT BENEFICIARY-The Contingent Beneficiary is the person designated to be
the Beneficiary if the named Beneficiary is not living at the time of the death
of the Designated Annuitant.
CONTINGENT DESIGNATED ANNUITANT-The Contingent Designated Annuitant may be the
recipient of certain rights or benefits under this Contract when the Designated
Annuitant dies before the Annuitization Date. If a Contingent Designated
Annuitant is named on the application, all provisions of the Contract which are
based on the death of the Designated Annuitant will be based on the death of the
last survivor of the Designated Annuitant and the Contingent Designated
Annuitant. The Owner's right to name a Contingent Designated Annuitant may be
restricted under the provisions of any retirement or deferred compensation plan
for which this Contract is issued. A Contingent Designated Annuitant may not be
named for Contracts issued as IRAs or Tax Sheltered Annuities.
CONTRACT-The Individual Deferred Variable Annuity Contract described in this
prospectus.
CONTRACT ANNIVERSARY-An anniversary of the Date of Issue of the Contract.
CONTRACT OWNER (OWNER)-The person who possesses all rights under the
Contract, including the right to designate and change any designations of the
Owner, Contingent Owner, Designated Annuitant, Contingent Designated Annuitant,
Beneficiary, Contingent Beneficiary, Annuity Payment Option, and Annuity
Commencement Date. If a Joint Owner is named in the application, references to
"Contract Owner" or "Owner" in this prospectus, unless otherwise indicated, will
apply to both the Owner and Joint Owner.
CONTRACT VALUE-The sum of the value of all Accumulation Units attributable to
the Contract plus any amount held under the Contract in the Fixed Account.
CONTRACT YEAR-Each year the Contract remains in force, commencing with the Date
of Issue.
DATE OF ISSUE-The date shown as the Date of Issue on the Data Page of the
Contract.
DEATH BENEFIT-The benefit payable upon the death of the Designated Annuitant (or
the Contingent Designated Annuitant if applicable). This benefit does not apply
upon the death of the Contract Owner when the Owner and Designated Annuitant are
not the same person. If the Annuitant dies after the Annuitization Date, any
benefit that may be payable shall be as specified in the Annuity Payment Option
elected.
DESIGNATED ANNUITANT-The person designated prior to the Annuitization Date to
receive annuity payments. No change of Designated Annuitant may be made without
the prior consent of the Company.
DISTRIBUTION-Any payment of part or all of the Contract Value
2
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<PAGE> 5
ERISA-The Employee Retirement Income Securities Act of 1974, as amended.
FIXED ACCOUNT-The Fixed Account is made up of all assets of the Company other
than those in the Variable Account or any other segregated asset account.
FIXED ANNUITY-An annuity providing for payments which are guaranteed by the
Company as to dollar amount during Annuitization.
HOME OFFICE-The main office of the Company located in Columbus, Ohio.
INDIVIDUAL RETIREMENT ANNUITY (IRA)-An annuity which qualifies for favorable tax
treatment under Section 408 of the Code.
INTEREST RATE GUARANTEE PERIOD-An Interest Rate Guarantee Period is the
interval of time during which an interest rate credited to the Fixed Account is
guaranteed to remain the same. For new Purchase Payments allocated to the Fixed
Account or transfers from the Variable Account, this period begins upon the date
of deposit or transfer and ends at the end of the calendar quarter at least one
year (but not more than 15 months) from deposit or transfer. At the end of an
Interest Rate Guarantee Period, a new interest rate is declared with an Interest
Rate Guarantee Period starting at the end of the prior period and ending at the
end of the calendar quarter one year later.
JOINT OWNER-The Joint Owner, if any named, possesses an undivided
interest in the entire Contract, along with the Owner. When a Joint Owner is
named, the exercise of any ownership right under the Contract shall require
written authorization, signed by both the Owner and Joint Owner, of an intent to
exercise such right, unless the Owner and Joint Owner provide in the application
that the exercise of any such ownership right may be made by either the Owner or
Joint Owner independently of one another. Unless otherwise indicated, references
to "Contract Owner" or "Owner" in this prospectus will apply to both the Owner
and Joint Owner.
MUTUAL FUND-A registered management investment company in which the assets of
the Sub-Accounts of the Variable Account will be invested.
NON-QUALIFIED CONTRACT-A Contract which does not qualify for favorable tax
treatment under Sections 401, 408 or 403(b) of the Code.
PLAN PARTICIPANT-The Plan Participant is the person for whom Purchase Payments
are being made to a Qualified Plan or Tax Sheltered Annuity either through
employer contributions or employee salary reduction contributions.
PURCHASE PAYMENT-A deposit of new value into the Contract. The term "Purchase
Payment" does not include transfers between the Variable Account and Fixed
Account, or among the Sub-Accounts.
QUALIFIED CONTRACT-A Contract which receives favorable tax treatment under the
provisions of the Code, including those described in Section 401 and 403(a).
SUB-ACCOUNTS-Separate and distinct divisions of the Variable Account to which
specific underlying Mutual Fund shares are allocated and for which Accumulation
Units and Annuity Units are separately maintained.
TAX SHELTERED ANNUITY-An annuity which qualifies for favorable tax treatment
under Section 403(b) of the Code.
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 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-The period of time commencing at the close of business of the
New York Stock Exchange and ending at the close of business for the next
succeeding Valuation Date.
VARIABLE ACCOUNT-The Nationwide VA Separate Account-C, a separate investment
account of the Company into which Variable Account Purchase Payments are
allocated. The Variable Account is divided into Sub-Accounts, each of which
invests in shares of a separate underlying Mutual Fund.
VARIABLE ANNUITY-An annuity providing for payments which vary in amount with
the investment experience of the Variable Account.
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<PAGE> 6
TABLE OF CONTENTS
<TABLE>
<S> <C>
GLOSSARY OF SPECIAL TERMS............................................................................................ 2
SUMMARY OF CONTRACT EXPENSES......................................................................................... 5
UNDERLYING MUTUAL FUND EXPENSES...................................................................................... 5
SYNOPSIS............................................................................................................. 7
NATIONWIDE LIFE AND ANNUITY INSURANCE COMPANY........................................................................ 9
THE VARIABLE ACCOUNT................................................................................................. 9
Underlying Mutual Fund Options.............................................................................. 9
Voting Rights............................................................................................... 10
VARIABLE ACCOUNT CHARGES, PURCHASE PAYMENTS, AND OTHER DEDUCTIONS.................................................... 11
Mortality Risk Charge....................................................................................... 11
Expense Risk Charge......................................................................................... 11
Contingent Deferred Sales Charge............................................................................ 11
Elimination of Contingent Deferred Sales Charge............................................................. 12
Contract Maintenance Charge and Administration Charge....................................................... 13
Premium Taxes............................................................................................... 13
Expenses of the Variable Account............................................................................ 13
Investments of the Variable Account......................................................................... 13
Right to Revoke............................................................................................. 14
Transfers................................................................................................... 14
Assignment.................................................................................................. 15
Loan Privilege.............................................................................................. 15
Beneficiary Provisions...................................................................................... 16
Ownership Provisions........................................................................................ 16
Substitution of Securities.................................................................................. 17
Contract Owner Inquiries.................................................................................... 17
ANNUITY PAYMENT PERIOD-VARIABLE ACCOUNT.............................................................................. 17
Value of an Annuity Unit.................................................................................... 17
Assumed Investment Rate..................................................................................... 18
Frequency and Amount of Annuity Payments.................................................................... 18
Annuity Commencement Date................................................................................... 18
Change in Annuity Commencement Date......................................................................... 18
Annuity Payment Options..................................................................................... 18
Death of Contract Owner..................................................................................... 19
Death of Designated Annuitant Prior to the Annuitization Date............................................... 19
Death Benefit After the Annuitization Date.................................................................. 20
Required Distributions for Qualified Plans or Tax Sheltered Annuities....................................... 20
Required Distributions for Individual Retirement Annuities.................................................. 21
Generation-Skipping Transfers............................................................................... 21
GENERAL INFORMATION.................................................................................................. 21
Contract Owner Services..................................................................................... 21
Statements and Reports...................................................................................... 22
Allocation of Purchase Payments and Contract Value.......................................................... 23
Value of a Variable Account Accumulation Unit............................................................... 23
Net Investment Factor....................................................................................... 23
Valuation of Assets......................................................................................... 24
Determining the Contract Value.............................................................................. 24
Surrender (Redemption)...................................................................................... 24
Surrenders Under A Qualified Plan or Tax Sheltered Annuity Contract......................................... 25
Taxes....................................................................................................... 25
Non-Qualified Contracts..................................................................................... 26
Diversification............................................................................................. 27
Charge for Tax Provisions................................................................................... 27
Qualified Plans, Individual Retirement Annuities, Individual Retirement Accounts,
and Tax Sheltered Annuities............................................................................... 27
Advertising................................................................................................. 28
LEGAL PROCEEDINGS.................................................................................................... 30
TABLE OF CONTENTS OF STATEMENT OF ADDITIONAL INFORMATION............................................................. 30
APPENDIX............................................................................................................. 31
</TABLE>
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<PAGE> 7
SUMMARY OF CONTRACT EXPENSES
CONTRACT OWNER TRANSACTION EXPENSES
Maximum Deferred Sales Charge(1)...................... 7%
-
- -------------------------------------------------------------------------------
RANGE OF CONTINGENT DEFERRED SALES CHARGE OVER TIME
<TABLE>
<CAPTION>
Number of Completed Years from Contingent Deferred Sales Load
Date of Purchase Payment Percentage
<S> <C>
0 7%
1 6%
2 5%
3 4%
4 3%
5 2%
6 1%
7 0%
</TABLE>
- -------------------------------------------------------------------------------
<TABLE>
<S> <C>
MAXIMUM CONTRACT MAINTENANCE CHARGE.............................................................. $0
----
VARIABLE ACCOUNT ANNUAL EXPENSES
Mortality and Expense Risk Charges........................................................ 1.25%
----
Administration Charge..................................................................... 0.05%
----
Total Variable Account Annual Expenses................................................ 1.30%
----
</TABLE>
UNDERLYING MUTUAL FUND EXPENSES(2)
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Management Other Expenses Total Portfolio
Fees Company Expenses
- ------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Fidelity VIP Fund-Equity Income Portfolio 0.51% 0.10% 0.61%
- ------------------------------------------------------------------------------------------------------------
Fidelity VIP Fund-Overseas Portfolio 0.76% 0.15% 0.91%
- ------------------------------------------------------------------------------------------------------------
NSAT-Money Market Fund 0.50% 0.02% 0.52%
- ------------------------------------------------------------------------------------------------------------
NSAT-Total Return Fund 0.50% 0.01% 0.51%
- ------------------------------------------------------------------------------------------------------------
The One(R)Group Investment Trust-Asset 0.70% 0.30% 1.00%
Allocation Fund
- ------------------------------------------------------------------------------------------------------------
The One(R)Group Investment Trust-Government 0.45% 0.30% 0.75%
Bond Fund
- ------------------------------------------------------------------------------------------------------------
The One(R)Group Investment Trust-Large 0.65% 0.25% 0.90%
Company Growth Fund
- ------------------------------------------------------------------------------------------------------------
The One(R)Group Investment Trust-Growth 0.65% 0.25% 0.90%
Opportunities Fund
- ------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Starting with the second year after a Purchase Payment has been made, 10%
of that Purchase Payment may be withdrawn without imposition of a
Contingent Deferred Sales Charge. In addition, any amount withdrawn from an
Individual Retirement Annuity Contract, in order for the Contract to meet
minimum Distribution requirements, shall be free of a Contingent Deferred
Sales Charge. The free withdrawal privilege is non-cumulative and must be
used in the year available. The Contingent Deferred Sales Charge is imposed
only against Purchase Payments (see "Contingent Deferred Sales Charge").
(2) The Mutual Fund expenses shown above are assessed at the underlying Mutual
Fund level and are not direct charges against separate account assets or
reductions from Contract Values. 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. The management fees and other expenses, are more
fully described in the prospectuses for each underlying Mutual Fund. The
information relating to the underlying Mutual Fund expenses was provided by
the underlying Mutual Fund and was not independently verified by the
Company.
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<PAGE> 8
EXAMPLE
The following chart depicts the dollar amount of expenses that would be incurred
under this Contract assuming a $1000 initial Purchase Payment and 5% annual
return. These dollar figures are illustrative only and should not be considered
a representation of past or future expenses. Actual expenses may be greater or
less than those shown below.
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
If you surrender your If you do not surrender your If you annuitize your
Contract at the end of the Contract at the end of the Contract at the end of the
applicable time period applicable time period applicable time period
- ------------------------------------------------------------------------------------------------------------
1 Yr. 3 Yrs. 5 Yrs. 10 Yrs. 1 Yr. 3 Yrs. 5 Yrs. 10 Yrs. 1 Yr. 3 Yrs. 5 Yrs. 10 Yrs.
- ------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Fidelity VIP 90 107 133 230 20 62 106 230 * 62 106 230
Fund-Equity -- --- --- --- -- -- --- --- - -- --- ---
Income Portfolio
- ------------------------------------------------------------------------------------------------------------
Fidelity VIP 93 116 149 262 23 71 122 262 * 71 122 262
Fund -Overseas -- --- --- --- -- -- --- --- - -- --- ---
Portfolio
- ------------------------------------------------------------------------------------------------------------
NSAT-Money 89 104 129 220 19 59 102 220 * 59 102 220
Market Fund -- --- --- --- -- -- --- --- - -- --- ---
- ------------------------------------------------------------------------------------------------------------
NSAT-Total 89 104 128 219 19 59 101 219 * 59 101 219
Return Fund -- --- --- --- -- -- --- --- - -- --- ---
- ------------------------------------------------------------------------------------------------------------
The One(R)Group 94 119 154 272 24 74 127 272 * 74 127 272
Investment -- --- --- --- -- -- --- --- - -- --- ---
Trust-Asset
Allocation Fund
- ------------------------------------------------------------------------------------------------------------
The One(R)Group 92 111 141 245 22 66 114 245 * 66 114 245
Investment -- --- --- --- -- -- --- --- - -- --- ---
Trust-Government
Bond Fund
- ------------------------------------------------------------------------------------------------------------
The One(R)Group 93 116 149 261 23 71 122 261 * 71 122 261
Investment -- --- --- --- -- -- --- --- - -- --- ---
Trust-Large
Company Growth
Fund
- ------------------------------------------------------------------------------------------------------------
The One(R)Group 93 116 149 261 23 71 122 261 * 71 122 261
Investment -- --- --- --- -- -- --- --- - -- --- ---
Trust-Growth
Opportunities
Fund
- ------------------------------------------------------------------------------------------------------------
</TABLE>
*The Contracts sold under this prospectus do not permit annuitizations during
the first two Contract Years.
The purpose of the Summary of Contract Expenses and Example is to assist the
Contract Owner in understanding the various costs and expenses that will be
borne directly or indirectly. The expenses of the Nationwide VA Separate
Account-C as well as those of the underlying Mutual Fund options are reflected
in the table. For more complete descriptions of the expenses of the Variable
Account, see "Variable Account Charges, Purchase Payments, and Other
Deductions." For more complete information regarding expenses paid out of the
assets of a particular underlying Mutual Fund option, see the underlying Mutual
Fund prospectuses. Deductions for premium taxes may also apply but are not
reflected in the Example shown above (see "Premium Taxes").
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<PAGE> 9
SYNOPSIS
The Company does not deduct a sales charge from Purchase Payments made
for these Contracts. However, if any part of the Contract Value of such
Contracts is surrendered, the Company will, with certain exceptions, deduct from
the Contract Owner's Contract Value a Contingent Deferred Sales Charge not to
exceed 7% of the lesser of the total of all Purchase Payments made within 84
months prior to the date of the request to surrender or the amount surrendered.
This charge, when applicable, is imposed to permit the Company to recover sales
expenses which have been advanced by the Company (see "Contingent Deferred Sales
Charge").
The Company will assess an Administration Charge equal to an annual rate
of 0.05% of the daily net asset value of the Variable Account. This charge is
used to reimburse the Company for administrative expenses related to the
issuance and maintenance of the Contracts. The Company does not expect to
recover from the charge an amount in excess of accumulated administrative
expenses (see "Administration Charge")
The Company deducts a Mortality Risk Charge equal to an annual rate of
0.80% of the daily net asset value of the Variable Account for mortality risk
assumed by the Company (see "Mortality Risk Charge").
The Company deducts an Expense Risk Charge equal to an annual rate of
0.45% of the daily net asset value of the Variable Account as compensation for
the Company's risk in undertaking not to increase administrative charges on the
Contracts regardless of the actual administrative costs (see "Expense Risk
Charge").
The initial first year Purchase Payment must be at least $5,000 for
Non-Qualified Contracts and at least $2,000 for Individual Retirement Annuities.
However, if periodic Purchase Payments are expected by the Company, this initial
first year minimum may be satisfied by Purchase Payments made on an annualized
basis. The cumulative total of all Purchase Payments under Contracts issued on
the life of any one Designated Annuitant may not exceed $1,000,000 without the
prior consent of the Company. No minimum first year Purchase Payments apply to
Qualified Contracts (see "Allocation of Purchase Payments and Contract Value").
If the Contract Value at the Annuitization Date is less than $500, the
Contract Value may be distributed in one lump sum in lieu of annuity payments.
If any annuity payment would be less than $20, the Company shall have the right
to change the frequency of payments to such intervals as will result in payments
of at least $20. In no event, however, will annuity payments be made less
frequently than annually (see "Frequency and Amount of Annuity Payments").
Premium taxes payable to any governmental entity will be charged against
the Contracts. If any such premium taxes are payable by the Company at the time
Purchase Payments are made, an equal premium tax deduction may be made from the
Contract prior to the allocation of any Purchase Payment to any Mutual Fund
option (see "Premium Taxes").
To be sure that the Contract Owner is satisfied with the Contract, the
Contract Owner has a ten day free look. Within ten days of the day the Contract
is received, it may be returned to the Home Office of the Company, at the
address shown on page 1 of this prospectus. When the Contract is received by the
Company, the Company will void the Contract and refund the Contract Value in
full unless otherwise required by state and/or federal law. All Individual
Retirement Annuity refunds will be a return of Purchase Payments (see "Right to
Revoke").
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<PAGE> 10
CONDENSED FINANCIAL INFORMATION
Accumulation Unit Values for an Accumulation Unit outstanding throughout the
period.
<TABLE>
<CAPTION>
ACCUMULATION ACCUMULATION PERCENT NUMBER OF
UNIT VALUE UNIT VALUE CHANGE IN ACCUMULATION
AT BEGINNING AT END ACCUMULATION UNITS AT END
FUND OF PERIOD OF PERIOD UNIT VALUE OF THE PERIOD YEAR
- -----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Fidelity Variable Insurance 10.132457 13.510928 33.34% 324,280 1995
Products Fund - Equity Income ----------------------------------------------------------------------------------
Portfolio - Q 10.000000 10.132457 1.32% 48,709 1994
- -----------------------------------------------------------------------------------------------------------------------
Fidelity Variable Insurance 10.132457 13.510928 33.34% 525,735 1995
Products Fund - Equity Income ----------------------------------------------------------------------------------
Portfolio - NQ 10.000000 10.132457 1.32% 79,134 1994
- -----------------------------------------------------------------------------------------------------------------------
Fidelity Variable Insurance 9.542958 10.330773 8.26% 87,650 1995
Products Fund ----------------------------------------------------------------------------------
Overseas Portfolio - Q 10.000000 9.542958 -4.57% 37,588 1994
- -----------------------------------------------------------------------------------------------------------------------
Fidelity Variable Insurance 9.542958 10.330773 8.26% 180,868 1995
Products Fund ----------------------------------------------------------------------------------
Overseas Portfolio - NQ 10.000000 9.542958 -4.57% 66,350 1994
- -----------------------------------------------------------------------------------------------------------------------
Nationwide Separate Account 10.135415 10.569801 4.29% 99,809 1995
Trust - Money Market Fund - Q* ----------------------------------------------------------------------------------
10.000000 10.135415 1.35% 16,557 1994
- -----------------------------------------------------------------------------------------------------------------------
Nationwide Separate Account 10.135415 10.569801 4.29% 120,754 1995
Trust - Money Market Fund - NQ* ----------------------------------------------------------------------------------
10.000000 10.135415 1.35% 31,027 1994
- -----------------------------------------------------------------------------------------------------------------------
Nationwide Separate Account 9.767528 12.445719 27.42% 188,348 1995
Trust - Total Return Fund - Q ----------------------------------------------------------------------------------
10.000000 9.767528 -2.32% 35,204 1994
- -----------------------------------------------------------------------------------------------------------------------
Nationwide Separate Account 9.767528 12.445719 27.42% 317,092 1995
Trust - Total Return Fund - NQ ----------------------------------------------------------------------------------
10.000000 9.767528 -2.32% 53,945 1994
- -----------------------------------------------------------------------------------------------------------------------
The One(R) Group Investment Trust - 9.819156 11.697239 19.13% 149,620 1995
Asset Allocation Fund - Q ----------------------------------------------------------------------------------
10.000000 9.819156 -1.81% 33,312 1994
- -----------------------------------------------------------------------------------------------------------------------
The One(R) Group Investment Trust 9.819156 11.697239 19.13% 178,905 1995
Asset Allocation Fund - NQ ----------------------------------------------------------------------------------
10.000000 9.819156 -1.81% 38,193 1994
- -----------------------------------------------------------------------------------------------------------------------
The One(R) Group Investment Trust - 9.867500 11.909104 20.69% 97,500 1995
Asset Allocation Fund - Initial ----------------------------------------------------------------------------------
Funding by Depositor 10.000000 9.867500 -1.32% 97,500 1994
- -----------------------------------------------------------------------------------------------------------------------
The One(R) Group Investment Trust - 9.861504 11.358330 15.18% 139,391 1995
Government Bond Fund - Q ----------------------------------------------------------------------------------
10.000000 9.861504 -1.38% 13,330 1994
- -----------------------------------------------------------------------------------------------------------------------
The One(R) Group Investment Trust - 9.861504 11.358330 15.18% 152,273 1995
Government Bond Fund - NQ ----------------------------------------------------------------------------------
10.000000 9.861504 -1.38% 11,348 1994
- -----------------------------------------------------------------------------------------------------------------------
The One(R) Group Investment Trust - 9.910061 11.564087 16.69% 500,000 1995
Government Bond Fund - Initial ----------------------------------------------------------------------------------
Funding by Depositor 10.000000 9.910061 -0.90% 500,000 1994
- -----------------------------------------------------------------------------------------------------------------------
The One(R) Group Investment Trust - 10.003154 12.255940 22.52% 388,897 1995
Large Company Growth Fund - Q ---------------------------------------------------------------------------------
10.000000 10.003154 0.03% 43,062 1994
- -----------------------------------------------------------------------------------------------------------------------
The One(R) Group Investment Trust - 10.003154 12.255940 22.52% 632,427 1995
Large Company Growth Fund - NQ ----------------------------------------------------------------------------------
10.000000 10.003154 0.03% 76,916 1994
- -----------------------------------------------------------------------------------------------------------------------
The One(R) Group Investment Trust - 10.052392 12.477892 24.13% 300,000 1995
Large Company Growth Fund - ----------------------------------------------------------------------------------
Initial Funding by Depositor 10.000000 10.052392 0.52% 300,000 1994
- -----------------------------------------------------------------------------------------------------------------------
The One(R) Group Investment Trust - 9.652463 11.819338 22.45% 182,690 1995
Growth Opportunities Fund - Q ----------------------------------------------------------------------------------
10.000000 9.652463 -3.48% 37,250 1994
- -----------------------------------------------------------------------------------------------------------------------
The One(R) Group Investment Trust - 9.652463 11.819338 22.45% 385,700 1995
Growth Opportunities Fund - NQ ----------------------------------------------------------------------------------
10.000000 9.652463 -3.48% 57,644 1994
- -----------------------------------------------------------------------------------------------------------------------
The One(R) Group Investment Trust - 9.700000 12.033480 24.06% 2,500 1995
Growth Opportunities Fund - ----------------------------------------------------------------------------------
Initial Funding by Depositor 10.000000 9.700000 -3.00% 2,500 1994
- -----------------------------------------------------------------------------------------------------------------------
</TABLE>
*The 7-day yield on the Money Market Fund as of December 30, 1996 was %.
8
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<PAGE> 11
NATIONWIDE LIFE AND ANNUITY INSURANCE COMPANY
Nationwide Life and Annuity Insurance Company, formerly Financial
Horizons Life Insurance Company, is a stock life insurance company organized
under the laws of the State of Ohio and was established in February, 1981. The
Company is a member of the "Nationwide Insurance Enterprise," with its Home
Office at One Nationwide Plaza, Columbus, Ohio 43216. The Company offers certain
life insurance products and annuities.
THE VARIABLE ACCOUNT
The Nationwide VA Separate Account-C, formerly Financial Horizons VA
Separate Account-3 (the "Variable Account") was established by the Company on
July 24, 1991, pursuant to the provisions of Ohio law. The Company has caused
the Variable Account to be registered with the Securities and Exchange
Commission as a unit investment trust pursuant to the provisions of the
Investment Company Act of 1940. Such registration does not involve supervision
of the management of the Variable Account or the Company by the Securities and
Exchange Commission.
The Variable Account is a separate investment account of the Company and
as such, is not chargeable with liabilities arising out of any other business
the Company may conduct. The Company does not guarantee the investment
performance of the Variable Account. Obligations under the Contracts, however,
are obligations of the Company. Income, gains and losses, whether or not
realized, from the assets of the Variable Account are, in accordance with the
Contracts, credited to or charged against the Variable Account without regard to
other income, gains, or losses of the Company.
Purchase Payments are allocated within the Variable Account among one or
more Sub-Accounts made up of shares in the underlying Mutual Fund option(s) as
designated by the Contract Owner. There are two Sub-Accounts within the Variable
Account for each of the underlying Mutual Fund options which may be designated
by the Contract Owner. One such Sub-Account contains the underlying Mutual Fund
shares attributable to Accumulation Units for Qualified Contracts and one such
Sub-Account contains the underlying Mutual Fund shares attributable to
Accumulation Units for Non-Qualified Contracts.
UNDERLYING MUTUAL FUND OPTIONS
A summary of investment objectives is contained in the descriptions of
each underlying Mutual Fund option below. More detailed information may be found
in the current prospectus for each underlying Mutual Fund offered. Such a
prospectus for the underlying Mutual Fund option(s) being considered must
accompany this prospectus and should be read in conjunction herewith. A copy of
each prospectus may be obtained without charge from Nationwide Life and Annuity
Insurance Company by calling 1-(800) 860-3946, TDD 1-(800) 238-3035, or writing
P.O. Box 182008, Columbus, Ohio 43218-2008.
Contract Owners may choose from among the following underlying Mutual
Fund options under the Contracts. There can be no assurance that any of the
underlying Mutual Fund options will achieve its objective.
FIDELITY VARIABLE INSURANCE PRODUCTS FUND
The 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.
-OVERSEAS PORTFOLIO
Investment Objective: To seek long term growth of capital primarily
through investments in foreign securities. The Overseas Portfolio
provides a means for investors to diversify their own portfolios by
participating in companies and economies outside of the United States.
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<PAGE> 12
NATIONWIDE SEPARATE ACCOUNT TRUST
Nationwide Separate Account Trust is a diversified, open-end management
investment company created under the laws of Massachusetts. The Nationwide
Separate Account Trust offers shares under this Contract in the two underlying
Mutual Funds listed below, each with its own investment objectives. Currently,
shares of the Nationwide Separate Account Trust will be sold only to life
insurance company separate accounts to fund the benefits under variable
insurance or annuity policies issued by life insurance companies. The assets of
the Nationwide Separate Account Trust are managed by Nationwide Advisory
Services, Inc. of One Nationwide Plaza, Columbus, Ohio 43216, a wholly-owned
subsidiary of Nationwide Life Insurance Company.
-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.
-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.
THE ONE(R) GROUP INVESTMENT TRUST
The One(R)Group Investment Trust is a diversified, open-end management
investment company organized under the laws of Massachusetts by a Declaration of
Trust, dated June 7, 1993. The One(R) Group Investment Trust offers shares in
the four separate mutual funds (the "Funds") shown below, each with its own
investment objective. The shares of the Funds are sold only to Nationwide Life
and Annuity Insurance Company to fund the benefits of The One(R) Investors
Annuity and certain other separate accounts funding variable annuity contracts
and variable life policies issued by other life insurance companies and
qualified pension and retirement plans. The assets of The One(R) Group
Investment Trust are managed by Banc One Investment Advisers Corporation.
-GOVERNMENT BOND FUND
Investment Objective: To seek a high level of current income with
liquidity and safety of principal.
-ASSET ALLOCATION FUND
Investment Objective: To seek total return while preserving capital.
-GROWTH OPPORTUNITIES FUND
Investment Objective: To seek growth of capital and, secondarily,
current income, by investing primarily in equity securities. Issuers
will include medium sized companies with a history of above-average
growth or companies that are expected to enter periods of above-average
growth, and smaller companies which are positioned in emerging growth
industries.
-LARGE COMPANY GROWTH FUND
Investment Objective: To seek long-term capital appreciation and growth
of income by investing primarily in equity securities. The weighted
average capitalization of the companies in which the Fund invests will
always be in excess of the market median capitalization of the S & P 500
Index.
THERE IS NO ASSURANCE THAT THE INVESTMENT OBJECTIVE OF ANY UNDERLYING MUTUAL
FUND WILL BE MET.
VOTING RIGHTS
Voting rights under the Contracts apply ONLY with respect to Purchase
Payments or accumulated amounts allocated to the Variable Account.
In accordance with its view of present applicable law, the Company will
vote 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
Contract 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 shares of the underlying Mutual Funds in
its own right, it may elect to do so.
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<PAGE> 13
The person having the voting interest under a Contract shall be the
Contract Owner. The number of underlying Mutual Fund shares attributable to each
Contract Owner is determined by dividing the Contract Owner's interest in each
respective Sub-Account of the Variable Account by the net asset values 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 and 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.
Each person having a voting interest will receive periodic reports
relating to the underlying Mutual Funds, proxy materials and a form with which
to give such voting instructions.
VARIABLE ACCOUNT CHARGES, PURCHASE PAYMENTS, AND OTHER DEDUCTIONS
MORTALITY RISK CHARGE
The Company assumes a "mortality risk" by virtue of annuity rates
incorporated into the Contract which cannot be changed regardless of the death
rates of persons receiving annuity payments or of the general population.
For assuming this mortality risk, the Company deducts a Mortality Risk
Charge from the Variable Account. This amount is computed on a daily basis and
is equal to an annual rate of 0.80% of the daily net asset value of the Variable
Account. The Company expects to generate a profit through assessing this charge.
EXPENSE RISK CHARGE
The Company will not increase charges for administration of the Contracts
regardless of its actual expenses. For assuming this expense risk, the Company
deducts an Expense Risk Charge from the Variable Account. This amount is
computed on a daily basis and is equal to an annual rate of 0.45% of the daily
net asset value of the Variable Account. The Company expects to generate a
profit through assessing this charge.
CONTINGENT DEFERRED SALES CHARGE
No deduction for a sales charge is made from the Purchase Payments for
these Contracts. However, if any part of the Contract Value of such Contracts is
surrendered, the Company will, with certain exceptions (see "Elimination of
Contingent Deferred Sales Charge" section), deduct a Contingent Deferred Sales
Charge not to exceed 7% of the lesser of the total of all Purchase Payments made
within 84 months prior to the date of the request to surrender or the amount
surrendered. The Contingent Deferred Sales Charge, when it is applicable, will
be used to cover expenses relating to the sale of the Contracts, including
commissions paid to sales personnel, the costs of preparation of sales
literature and other promotional activity. The Company attempts to recover its
distribution costs relating to the sale of the Contracts from the Contingent
Deferred Sales Charge. Any shortfall will be made up from the General Account of
the Company, which may indirectly include portions of the Mortality and Expense
Risk Charges, since the Company expects to generate a profit from these charges.
The maximum amount that may be paid to a selling agent on the sale of these
Contracts is 6.2% of Purchase Payments.
If part or all of the Contract Value is surrendered, a Contingent
Deferred Sales Charge will be deducted by the Company. For purposes of the
Contingent Deferred Sales Charge, surrenders under a Contract come first from
the Purchase Payments which have been on deposit under the Contract for the
longest time period. For tax purposes, a surrender is usually treated as a
withdrawal of earnings first. This charge will apply to Purchase Payments
withdrawn within the time periods as set forth below. The Contingent Deferred
Sales Charge applies to the withdrawal of Purchase Payments as follows:
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<PAGE> 14
<TABLE>
<CAPTION>
NUMBER OF COMPLETED CONTINGENT DEFERRED
YEARS FROM DATE OF SALES CHARGE
PURCHASE PAYMENT PERCENTAGE
<S> <C>
0 7%
1 6%
2 5%
3 4%
4 3%
5 2%
6 1%
7 0%
</TABLE>
Starting with the second year after a Purchase Payment has been made
under the Contract, 10% of that Purchase Payment may be withdrawn each year
without imposition of the Contingent Deferred Sales Charge. In addition, any
amount withdrawn from an Individual Retirement Annuity Contract, in order for
the Contract to meet minimum Distribution requirements, shall be free of a
Contingent Deferred Sales Charge. This free withdrawal privilege is
non-cumulative and must be used in the year available. No sales charges are
deducted on redemption proceeds used to purchase units in the Fixed Account
option of this annuity. The Contract Owner may be subject to a tax penalty if
the Contract Owner takes withdrawals prior to age 59 1/2 (see "Non-Qualified
Contracts") to determine when the penalty will apply.
ELIMINATION OF CONTINGENT DEFERRED SALES CHARGE
For 403(b) Tax Sheltered Annuity Contracts, Section 401 Contracts, and
SEP-IRA Contracts the Company will waive the Contingent Deferred Sales Charge
when:
A. the Plan Participant experiences a case of hardship (as provided
in Code Section 403(b) and as defined for purposes of Code Section
401(k));
B. the Plan Participant becomes disabled (within the meaning of Code
Section 72(m)(7));
C. the Plan Participant attains age 59-1/2 and has participated in
the Contract for at least 5 years, as determined from the Contract
Anniversary date;
D. the Plan Participant has participated in the Contract for at least
15 years as determined from the Contract Anniversary date;
E. the Plan Participant dies; or
F. the Contract is annuitized after 2 years from the inception of the
Contract.
For Non-Qualified Contracts and Individual Retirement Annuities, the
Company will waive the Contingent Deferred Sales Charge when:
1. the Designated Annuitant dies; or
2. the Contract Owner annuitizes after 2 years in the Contract.
The Company may waive or reduce the Contingent Deferred Sales Charge when
sales are to employees of Banc One Corporation, or the employees of its
affiliates, subsidiaries, or holding companies.
When a Contract described in this prospectus is exchanged for another
Contract issued by the Company, or any of its affiliated insurance companies, of
the type and class which the Company determines is eligible for such exchange,
the Company will waive the Contingent Deferred Sales Charge on the first
Contract.
In no event will elimination of Contingent Deferred Sales Charges be
permitted where such elimination will be unfairly discriminatory to any person,
or where prohibited by state law.
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<PAGE> 15
ADMINISTRATION CHARGE
The Company assesses an Administration Charge equal on an annual basis to
0.05% of the daily net asset value of the Variable Account. The deduction of the
Administration Charge is made from each Sub-Account in the same proportion that
the Contract Value in each Sub-Account bears to the total Contract Value in the
Variable Account. This charge is designed only to reimburse the Company for
administrative expenses related to the issuance and maintenance of the
Contracts. The Company will monitor this charge to ensure that it does not
exceed annual administration expenses.
PREMIUM TAXES
The Company will charge against the Contract Value the amount of any
premium taxes levied by a state or any other governmental entity upon Purchase
Payments received by the Company. Premium taxes currently imposed by certain
jurisdictions range from 0% to 3.5%. The range is subject to change. The method
used to recoup premium tax expense will be determined by the Company at its sole
discretion and in compliance with applicable state law. The Company currently
deducts such charges from a Contract Owner's Contract Value either: (1) at the
time the Contract is surrendered, (2) at Annuitization, or (3) at such earlier
date as the Company may become subject to such taxes.
EXPENSES OF THE VARIABLE ACCOUNT
The Variable Account is responsible for the following types of expenses:
(1) administrative expenses relating to the issuance and maintenance of the
Contracts; (2) mortality risk expense associated with guaranteeing the annuity
purchase rates at issue for the life of the Contracts; and (3) expense risk
charge associated with guaranteeing that the Mortality Risk, Expense Risk,
Contract Maintenance and Administration Charges described in this prospectus
will not change regardless of actual expenses. If these charges are insufficient
to cover these expenses, the loss will be borne by the Company. For 1995, the
Variable Account incurred total expenses equal to 0.83% of its average net
assets, relating to the administrative, sales, mortality and expense risk
charges described above for all Contracts outstanding during that year.
Deductions from and expenses paid out of the assets of the underlying
Mutual Funds are described in each of the underlying Mutual Funds' prospectuses.
INVESTMENTS OF THE VARIABLE ACCOUNT
At the time of purchase each Contract Owner elects to have Purchase
Payments attributable to his or her participation in the Variable Account
allocated among one or more of the Sub-Accounts which consist of shares in the
underlying Mutual Funds. Shares of the respective underlying Mutual Funds
specified by the Contract Owner are purchased at net asset value for the
respective Sub-Account(s) and converted into Accumulation Units. Such election
is subject to any minimum Purchase Payment limitations which may be imposed by
the underlying Mutual Funds designated. The election as to allocation of
Purchase Payments or as to transfers of the Contract Value from one Sub-Account
to another may be changed by the Contract Owner pursuant to such terms and
conditions applicable to such transactions as may be imposed by each of the
underlying Mutual Funds, in addition to those set forth in the Contracts.
RIGHT TO REVOKE
The Contract Owner may revoke the Contract at any time between the date
of application and the date 10 days after receipt of the Contract and receive a
refund of the Contract Value unless otherwise required by state and/or federal
law. All Individual Retirement Annuity refunds will be a return of Purchase
Payments. In order to revoke the Contract, it must be mailed or delivered to the
Home Office of the Company at the mailing address shown on page 1 of this
prospectus. Mailing or delivery must occur on or before 10 days after receipt of
the Contract for revocation to be effective. In order to revoke the Contract, if
it has not been received, written notice must be mailed or delivered to the Home
Office of the Company at the mailing address shown on page 1 of this prospectus.
The liability of the Variable Account under this provision is limited to
the Contract Value in each Sub-Account on the date of revocation. Any additional
amounts refunded to the Contract Owner will be paid by the Company.
TRANSFERS
The Contract Owner may request a transfer of up to 100% of the Contract
Value from the Variable Account to the Fixed Account without penalty or
adjustment. All amounts transferred to the Fixed Account
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<PAGE> 16
must remain on deposit in the Fixed Account until the expiration of the Interest
Rate Guarantee Period. Transfers from the Fixed Account may not be made prior to
the end of the then current Interest Rate Guarantee Period. The Interest Rate
Guarantee Period, for any amount allocated to the Fixed Account, expires on the
final day of a calendar quarter during which the one year anniversary of the
allocation to the Fixed Account occurs. Transfers must be made prior to the
Annuitization Date. For all transfers involving the Variable Account, the
Contract Owner's 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 Company
reserves the right to restrict transfers from the Variable Account to the Fixed
Account to 25% of the Contract Value for any 12 month period.
The Contract Owner may at the maturity of an Interest Rate Guarantee
Period, transfer a portion of the value of the Fixed Account to the Variable
Account. The maximum percentage that may be transferred from the Fixed Account
to the Variable Account will be determined by the Company, at its sole
discretion, but will not be less than 10% of the total value of the portion of
the Fixed Account that is maturing. The amount that may be transferred from the
Fixed Account will be declared upon the expiration date of the then current
Interest Rate Guarantee Period. The specific percentage will be declared upon
the expiration date of the guaranteed period. Transfers from the Fixed Account
must be made within 45 days after the expiration date of the guarantee period.
Contract 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.
Transfers may be made either in writing or, in states allowing such
transfers, by telephone. This telephone exchange privilege is made available to
Contract Owners automatically without the Contract Owner's election. The Company
will employ procedures reasonably designed to confirm that instructions
communicated by telephone are genuine. Such procedures may include any or all of
the following, or such other procedures as the Company may, from time to time,
deem reasonable: requesting identifying information, such as name, contract
number, Social Security Number, and/or personal identification number; tape
recording all telephone transactions, and providing written confirmation thereof
to both the Contract Owner and any agent of record, at the last address of
record. Although failure to follow reasonable procedures may result in the
Company's liability for any losses due to unauthorized or fraudulent telephone
transfers, the Company will not be liable for following instructions
communicated by telephone which it reasonably believes to be genuine. Any losses
incurred pursuant to actions taken by the Company in reliance on telephone
instructions reasonably believed to be genuine shall be borne by the Contract
Owner. The Company may withdraw the telephone exchange privilege upon 30 days'
written notice to Contract Owners.
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<PAGE> 17
ASSIGNMENT
Where permitted, the Contract Owner may assign some or all of the rights
under the Contract at any time during the lifetime of the Designated Annuitant.
Such assignment will take effect upon receipt and recording by the Company at
its Home Office of a written notice thereof executed by the Contract Owner. The
Company assumes no responsibility for the validity or sufficiency of any
assignment. The Company shall not be liable as to any payment or other
settlement made by the Company before receipt of the assignment. Where necessary
for the proper administration of the terms of the Contract, an assignment will
not be recorded until the Company has received sufficient direction from the
Contract Owner and assignee as to the proper allocation of Contract rights under
the assignment.
If this Contract is a Non-Qualified Contract, any portion of Contract
Value which is pledged or assigned shall be treated as a Distribution and shall
be included in gross income to the extent that the cash value exceeds the
investment in the Contract, for the taxable year in which assigned or pledged.
In addition, any Contract Values assigned would, under certain conditions, be
subject to a tax penalty equal to 10% of the amount which is included in gross
income. Assignments of the entire Contract Value may cause the portion of the
Contract Value which exceeds the total investment in the Contract and previously
taxed amounts to be included in gross income for federal income tax purposes
each year that the assignment is in effect. Individual Retirement Annuity
Contracts, Qualified Contracts and Tax Sheltered Annuity Contracts are not
eligible for assignment.
LOAN PRIVILEGE
Prior to the Annuitization Date, the Owner of a Qualified Contract or Tax
Sheltered Annuity Contract may receive a loan from the Contract Value subject to
the terms of the Contract, the Plan, and the Code, which impose restrictions on
loans.
Loans from Qualified Contracts or Tax Sheltered Annuities are available
beginning 30 days after the Date of Issue. The Contract Owner may borrow a
minimum of $1,000. In non-ERISA plans, for Contract Values up to $20,000, the
maximum loan balance which may be outstanding at any time is 80% of the Contract
Value, but not more than $10,000. If the Contract Value is $20,000 or more, the
maximum loan balance which may be outstanding at any time is 50% of the Contract
Value, but not more than $50,000. For ERISA plans, the maximum loan balance
which may be outstanding at any time is 50% of the Contract Value, but not more
than $50,000. The $50,000 limit will be reduced by the highest loan balances
owed during the prior one-year period. Additional loans are subject to the
Contract minimum amount. The aggregate of all loans may not exceed the Contract
Value limitations stated above.
For salary reduction Tax Sheltered Annuities, loans may only be secured
by the Contract Value. For loans from Qualified Contracts and other Tax
Sheltered Annuities, the Company reserves the right to limit a loan to 50% of
the Contract Value subject to the acceptance by the Contract Owner of the
Company's loan agreement. Where permitted, the Company may require other named
collateral where the loan from a Contract exceeds 50% of the Contract Value.
All loans are made from a collateral fixed account. An amount equal to
the principal amount of the loan will be transferred to the collateral fixed
account. Unless instructed to the contrary by the Contract Owner, the Company
will first transfer to the collateral fixed account the Variable Account units
from the Contract Owner's investment options in proportion to the assets in each
option until the required balance is reached or all such variable units are
exhausted. The remaining required collateral will next be transferred from the
Fixed Account. No charges are deducted at the time of the loan, or on the
transfer from the Variable Account to the collateral fixed account.
Until the loan has been repaid in full, that portion of the collateral
fixed account equal to the outstanding loan balance shall be credited with
interest at a rate 2.25% less than the loan interest rate fixed by the Company
for the term of the loan. However, the interest rate credited to the collateral
fixed account will never be less than 3.0%. Specific loan terms are disclosed at
the time of loan application or loan issuance.
Loans must be repaid in substantially level payments, not less frequently
than quarterly, within five years. Loans used to purchase the principal
residence of the Contract Owner must be repaid within 15 years. During the loan
term, the outstanding balance of the loan will continue to earn interest at an
annual rate as specified in the loan agreement. Loan repayments will consist of
principal and interest in amounts set forth in the loan agreement. Loan
repayments will be allocated between Variable Accounts in the same proportion as
when the loan was made.
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<PAGE> 18
If the Contract is surrendered while the loan is outstanding, the
surrender value will be reduced by the amount of the loan outstanding plus
accrued interest. If the Contract Owner/Designated Annuitant dies while the loan
is outstanding, the Death Benefit will be reduced by the amount of the loan
outstanding plus accrued interest. If a Contract Owner who is not the Designated
Annuitant dies prior to the Annuitization Date and while the loan is
outstanding, the Distribution will be reduced by the amount of the outstanding
loan plus any accrued interest. If annuity payments start while the loan is
outstanding, the Contract Value will be reduced by the amount of the outstanding
loan plus accrued interest. Until the loan is repaid, the Company reserves the
right to restrict any transfer of the Contract which would otherwise qualify as
a transfer as permitted in the Code.
If a loan payment is not made when due, interest will continue to accrue.
A grace period may be available under the terms of the loan agreement. If a loan
payment is not made when due, or by the end of the applicable grace period, the
entire loan will be treated as a deemed Distribution, may be taxable to the
borrower, and may be subject to the early withdrawal tax penalty. Interest which
subsequently accrues on defaulted amounts may also be treated as additional
deemed Distributions each year. Any defaulted amounts, plus accrued interest,
will be deducted from the Contract when the participant becomes eligible for a
Distribution of at least that amount, and this amount may again be treated as a
Distribution where required by law. Additional loans may not be available while
a previous loan remains in default.
Loans may also be subject to additional limitations or restrictions under
the terms of the employer's plan. Loans permitted under this Contract may still
be taxable in whole or part if the participant has additional loans from other
plans or contracts. The Company will calculate the maximum nontaxable loan based
on the information provided by the participant or the employer.
Loan repayments must be identified as such or else they will be treated
as Purchase Payments and will not be used to reduce the outstanding loan
principal or interest due. The Company reserves the right to modify the term or
procedures associated with the loan in the event of a change in the laws or
regulations relating to the treatment of loans. The Company also reserves the
right to assess a loan processing fee. Individual Retirement Annuities, SEP-IRA
accounts and Non Qualified Contracts are not eligible for loans.
BENEFICIARY PROVISIONS
The Beneficiary will be the designated person (or persons) who survive
the Designated Annuitant, and if more than one survive, they will share equally
unless otherwise specified in the Beneficiary designation.
Unless otherwise provided in the Contract or in an effective change of
Beneficiary designation, all rights and interests of any Beneficiary
predeceasing the Designated Annuitant shall vest in the Contingent Beneficiary
if designated. If a Contingent Beneficiary is not designated or predeceases the
Beneficiary, all rights and interest of the Beneficiary will vest in the
Contract Owner or the Contract Owner's estate.
Subject to the terms of any existing assignment, the Contract Owner may
change the Beneficiary from time to time during the lifetime of the Designated
Annuitant, by written notice to the Company. The change will, upon receipt by
the Company at its Home Office, take effect as of the time the written notice
was signed, whether or not the Designated Annuitant is living at the time of
recording, but without further liability as to any payment or settlement made by
the Company before receipt of such change.
OWNERSHIP PROVISIONS
Unless otherwise provided, the Contract Owner has all rights under the
Contract. IF THE PURCHASER NAMES SOMEONE OTHER THAN HIMSELF OR HERSELF AS OWNER,
THE PURCHASER WILL HAVE NO RIGHTS UNDER THE CONTRACT.
If named, the Joint Owner possesses an undivided interest in the entire
Contract. When a Joint Owner is named, the exercise of any ownership right in
the Contract shall require a written indication, signed by both the Owner and
Joint Owner, of an intent to exercise such right, unless the Owner and Joint
Owner provide in the application that the exercise of any such ownership right
may be made by either the Owner or Joint Owner independently of one another. In
this latter situation, the Company will not be liable for any loss, liability,
cost, or expense for acting in accordance with the instructions of either the
Owner or Joint Owner.
The Annuitant may become the Contract Owner on and after the
Annuitization Date, subject to the terms elected at Annuitization. If the
Contract Owner or Joint Owner dies before the Annuitization Date, a Distribution
will be paid in accordance with the "Death of Contract Owner" provision. If the
Annuitant does not survive the Contract Owner or if the Owner and the Annuitant
are the same person, contract ownership will be determined in accordance with
the "Death Of Designated Annuitant Prior To The Annuitization Date" provision.
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Prior to the Annuitization Date, the Contract Owner may name a new Owner
at any time which will automatically revoke any prior choice. Such change may be
subject to state and federal gift taxes. Any request for change must be made in
writing and received by the Company at its Home Office. A request for change of
Owner must be a "proper written application" and may include a signature
guarantee as specified in the "Surrender" section. The change will become
effective as of the date the written request is signed. A new choice of Owner
will not apply to any payment made or action taken by the Company prior to the
time it was received.
A change in the Designated Annuitant must comply with the following
conditions: (1) request for such change must be made by the Contract Owner; (2)
request must be made in writing on a form acceptable to the Company; (3) request
must be signed by the Contract Owner; and (4) such change is subject to
underwriting by the Company. A change of the Designated Annuitant shall be
treated as the death of the Owner for purposes of the "Death of Contract Owner"
provisions, if the Owner is not an individual.
SUBSTITUTION OF SECURITIES
If the shares of the underlying Mutual Funds described in this prospectus
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 Fund shares should become inappropriate in view of the purposes of the
Contract, the Company may eliminate Sub-Accounts, combine two or more
Sub-Accounts or substitute shares of one or more underlying Mutual Funds for
other underlying Mutual Fund shares already purchased or to be purchased in the
future with Purchase Payments under the Contract. 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 may impose.
CONTRACT OWNER INQUIRIES
Contract Owner inquiries may be directed to Nationwide Life and Annuity
Insurance Company by writing P.O. Box 182008, Columbus, Ohio 43218-2008, or
calling 1-800-860-3946, TDD 1-800-238-3035.
ANNUITY PAYMENT PERIOD-VARIABLE ACCOUNT
At the Annuitization Date the Variable Account Contract Value is applied
to the Annuity Payment Option elected and the amount of the first such payment
shall be determined in accordance with the Annuity Table in the Contract.
Subsequent Variable Annuity payments vary in amount in accordance with
the investment performance of the Variable Account. The dollar amount of the
first annuity payment determined as above is divided by the value of an Annuity
Unit as of the Annuitization Date to establish the number of Annuity Units
representing each monthly annuity payment. This number of Annuity Units remains
fixed during the annuity payment period. The dollar amount of the second and
subsequent payments is not predetermined and may change from month to month. The
dollar amount of each subsequent payment is determined by multiplying the fixed
number of Annuity Units by the Annuity Unit Value for the Valuation Period in
which the payment is due. The Company guarantees that the dollar amount of each
payment after the first will not be affected by variations in mortality
experience from mortality assumptions used to determine the first payment.
VALUE OF AN ANNUITY UNIT
The value of an Annuity Unit was arbitrarily set initially at $10 when
the first underlying Mutual Fund shares were purchased. The value of an Annuity
Unit for a Sub-Account for any subsequent Valuation Period is determined by
multiplying the Annuity Unit Value for the immediately preceding Valuation
Period by the Net Investment Factor for the Valuation Period for which the
Annuity Unit Value is being calculated, and multiplying the result by an
interest factor to neutralize the assumed investment rate of 3.5% per annum
built into the Annuity Tables contained in the Contracts (see "Net Investment
Factor").
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ASSUMED INVESTMENT RATE
A 3.5% Assumed Investment Rate is built into the Annuity Tables contained
in the Contracts. A higher assumption would mean a higher initial payment but
more slowly rising or more rapidly falling subsequent payments. A lower
assumption would have the opposite effect. If the actual investment rate is at
the annual rate of 3.5%, the annuity payments will be level.
FREQUENCY AND AMOUNT OF ANNUITY PAYMENTS
Annuity payments will be paid as monthly installments. However, if the
net amount available to apply under any Annuity Payment Option is less than
$500, the Company shall have the right to pay such amount in one lump sum in
lieu of the payments otherwise provided for. In addition, if the payments
provided for would be or become less than $20, the Company shall have the right
to change the frequency of payments to such intervals as will result in payments
of at least $20. In no event will the Company make payments under an annuity
option less frequently than annually.
ANNUITY COMMENCEMENT DATE
The Contract Owner selects an Annuity Commencement Date at the time of
application. Such date must be the first day of a calendar month and must be at
least 2 years after the Date of Issue.
CHANGE IN ANNUITY COMMENCEMENT DATE
The Contract Owner may, upon prior written notice to the Company, change
the Annuity Commencement Date. The date to which such a change may be made shall
be the first day of a calendar month.
If the Contract Owner requests in writing (see "Ownership Provisions"),
and the Company approves the request, the Annuity Commencement Date may be
deferred. The amount of the Death Benefit will be limited to the Contract Value
if the Annuitization Date is postponed beyond the first day of the calendar
month after the Annuitant's 75th birthday.
ANNUITY PAYMENT OPTIONS
The Contract Owner may, upon prior written notice to the Company, at any
time prior to the Annuitization Date, elect one of the following Annuity Payment
Options.
Option 1-Life Annuity-An annuity payable monthly during the lifetime of
the Annuitant, ceasing with the last payment due prior to the death of
the Annuitant. IT WOULD BE POSSIBLE UNDER THIS OPTION FOR THE ANNUITANT
TO RECEIVE ONLY ONE ANNUITY PAYMENT IF THE ANNUITANT DIED BEFORE THE
SECOND ANNUITY PAYMENT DATE, TWO ANNUITY PAYMENTS IF HE OR SHE DIED
BEFORE THE THIRD ANNUITY PAYMENT DATE, AND SO ON.
Option 2-Joint and Last Survivor Annuity-An annuity payable monthly
during the joint lifetimes of the Annuitant and designated second person
and continuing thereafter during the lifetime of the survivor. AS IS THE
CASE UNDER OPTION 1 ABOVE, THERE IS NO MINIMUM NUMBER OF PAYMENTS
GUARANTEED UNDER THIS OPTION. PAYMENTS CEASE UPON THE DEATH OF THE LAST
SURVIVING ANNUITANT REGARDLESS OF THE NUMBER OF PAYMENTS RECEIVED.
Option 3-Life Annuity With 120 or 240 Monthly Payments Guaranteed-An
annuity payable monthly during the lifetime of the Annuitant with the
guarantee that if at the death of the Annuitant payments have been made
for fewer than 120 or 240 months, as selected, payments will be made as
follows:
(1) Any guaranteed annuity payments will be continued during the
remainder of the selected period to the Beneficiary or the
Beneficiary may, at any time, elect to have the present value of
the guaranteed number of annuity payments remaining paid in a lump
sum as specified in (2) below.
(2) The present value, computed as of the date in which notice of
death is received by the Company at its Home Office, of the
guaranteed number of annuity payments remaining after receipt of
such notice and to which the deceased would have been entitled had
he or she not died, computed at the assumed investment rate
effective in determining the Annuity Tables, shall be paid in a
lump sum.
Some of the stated Annuity Options may not be available in all states.
The Owner may request an alternative non-guaranteed option by giving notice in
writing prior to Annuitization. If such a request is approved by the Company, it
will be permitted under the Contract.
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If the Owner of a Non-Qualified Contract fails to elect an Annuity
Payment Option, the Contract Value will continue to accumulate. Qualified Plan
Contracts, Individual Retirement Annuities or Tax Sheltered Annuities are
subject to the minimum Distribution requirements set forth in the Code.
DEATH OF CONTRACT OWNER
Upon the death of the Owner or Joint Owner, if any, the following rules
will apply in those situations in which the Contract was not issued in
connection with a Qualified Plan, Tax Sheltered Annuity or Individual Retirement
Annuity.
1. In the event the death occurs before the Annuitization Date, the entire
interest of the Contract, less any applicable deductions (which may
include a Contingent Deferred Sales Charge), must be distributed within
five years after the Owner's death. In the alternative, the party
entitled to receive the Distribution may elect to receive the
Distribution in the form of a life annuity or an annuity for a period
certain not exceeding his or her life expectancy. Such an annuity must
begin within one year from the date of the Owner's death.
If the deceased Owner and the Designated Annuitant are not the same
person, the Distribution described above will be paid to the Joint Owner,
if any. If no Joint Owner is named, the Designated Annuitant will receive
the Distribution.
If the deceased Owner and the Designated Annuitant are the same person or
if the Designated Annuitant predeceases the Owner, the Distribution will
be made in accordance with the Distribution requirements set forth in the
"Death Of Designated Annuitant Prior To The Annuitization Date" section
provided, however, all Distributions made as a result of the death of an
Owner shall be made within the time limits set forth above. If the
Contract Owner and the Designated Annuitant are not the same, no Death
Benefit is payable upon the death of the Contract Owner.
If the person entitled to receive the Distribution is the Owner's spouse,
the Contract may be continued by such spouse without compliance with the
Distribution rules set forth herein.
2. In the event the Contract Owner/Annuitant dies on or after the
Annuitization Date, Distribution, if any, must be made to the Beneficiary
at least as rapidly as under the method of Distribution in effect as of
the date of the Contract Owner/Annuitant's death.
If the Contract Owner is not a natural person, the death of the
Designated Annuitant (or a change of the Designated Annuitant) will be treated
like a death of the Contract Owner and will result in a Distribution pursuant
Section (1) of this provision, regardless of whether a Contingent Designated
Annuitant has also been named. The Distribution will take the form of either:
(a) the Death Benefit described below (if the Designated Annuitant has
died and there is no Contingent Designated Annuitant),
or, in all other cases,
(b) the benefit described in Section (1) of this provision, except
that in the event of a change of Designated Annuitant, the benefit
will be paid to the Contract Owner if the Designated Annuitant is
living, or as a Death Benefit to the Beneficiary upon the death of
the Designated Annuitant (and the Contingent Designated Annuitant,
if any) prior to the expiration of the period described in Section
(1) of this provision.
Contracts issued in connection with Individual Retirement Annuities will
be subject to specific rules, set forth in the Code, concerning Distributions
upon the death of the Owner/Designated Annuitant.
DEATH OF DESIGNATED ANNUITANT PRIOR TO THE ANNUITIZATION DATE
If the Designated Annuitant dies prior to the Annuitization Date, a Death
Benefit will be paid to the Beneficiary upon receipt of due proof of death of
the Designated Annuitant. The value of the Death Benefit will be determined as
of the Valuation Date coincident with or next following the date the Company
receives both (1) due proof of death and (2) an election for a single sum
payment or an Annuity Payment Option.
If a single sum settlement is requested, payment will be made in
accordance with any applicable laws and regulations governing the payment of
Death Benefits. If an Annuity Payment Option is desired, election may be made by
the Beneficiary during the 90-day period commencing with the date written notice
is received by the Company. If no election has been made by the end of such
90-day period, the Death Benefit will be paid
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to the Beneficiary in a single sum. If the Designated Annuitant dies prior to
the first day of the calendar month after his or her 75th birthday, the dollar
value of the Death Benefit will be the greater of: (1) the sum of all Purchase
Payments, made to the Contract less any amounts surrendered, (2) the Contract
Value, or (3) the Contract Value as of the most recent five year Contract
Anniversary, less any amounts surrendered since the most recent five-year
Contract Anniversary. If the Designated Annuitant dies after the first day of
the calendar month after his or her 75th birthday, then the Death Benefit will
be equal to the Contract Value.
DEATH BENEFIT AFTER THE ANNUITIZATION DATE
If the Annuitant dies after the Annuitization Date, the Death Benefit
shall be as specified in the Annuity Payment Option elected.
REQUIRED DISTRIBUTIONS FOR QUALIFIED PLANS OR TAX SHELTERED ANNUITIES
The entire interest of an Annuitant under a Qualified Contract or Tax
Sheltered Annuity Contract will be distributed in a manner consistent with the
Minimum Distribution and Incidental Benefit (MDIB) provisions of Section
401(a)(9) of the Code and regulations thereunder, as applicable, and will be
paid, notwithstanding anything else contained herein, to the Owner/Annuitant
under the Annuity Payments Option selected, over a period not exceeding:
A. the life of the Owner/Annuitant or the lives of the
Owner/Annuitant and the Owner/Annuitant's designated Beneficiary;
or
B. a period not extending beyond the life expectancy of the
Owner/Annuitant or the life expectancy of the Owner/Annuitant and
the Owner/Annuitant's designated Beneficiary provided that, for
Tax Sheltered Annuity Contracts, no Distributions will be required
from this Contract if Distributions otherwise required from this
Contract are being withdrawn from another Tax Sheltered Annuity
Contract of the Annuitant.
If the Owner/Annuitant's entire interest is to be distributed in equal or
substantially equal payments over a period described in A or B, such payments
will commence not later than the first day of April following the calendar year
in which the Owner/Annuitant attains age 70-1/2 (the Required Beginning Date).
In the case of a governmental plan (as defined in Code Section 414(d)), or
church plan (as defined in Code Section 401(a)(9)(C)), the Required Beginning
Date will be the later of the dates determined under the preceding sentence or
April 1 of the calendar year following the calendar year in which the Annuitant
retires.
If the Owner dies prior to the commencement of his or her Distribution,
the interest in the Qualified Contract or Tax Sheltered Annuity must be
distributed by December 31 of the calendar year during which the fifth
anniversary of his or her death occurs unless:
(a) In the case of a Tax Sheltered Annuity, the Owner names his or her
surviving spouse as the Beneficiary and such spouse elects to:
(i) treat the annuity as a Tax Sheltered Annuity established for his
or her benefit; or
(ii) receive Distribution of the account in nearly equal payments over
his or her life (or a period not exceeding his or her life
expectancy) and commencing not later than December 31 of the year
in which the Owner would have attained age 70-1/2; or
(b) In the case of a Tax Sheltered Annuity or a Qualified Contract, the Owner
names a Beneficiary other than his or her surviving spouse and such
Beneficiary elects to receive a Distribution of the account in nearly
equal payments over his or her life (or a period not exceeding his or her
life expectancy) commencing not later than December 31 of the year
following the year in which the Owner dies.
If the Owner/Annuitant dies after Distribution has commenced,
Distribution must continue at least as rapidly as under the schedule being used
prior to his or her death, except that a surviving spouse may treat a Tax
Sheltered Annuity as his or her own to the extent permitted by law.
Payments commencing on the Required Beginning Date will not be less than
the lesser of the quotient obtained by dividing the entire interest of the
Owner/Annuitant by the life expectancy of the Owner/Annuitant, or the joint and
last survivor expectancy of the Owner/Annuitant and the Owner/Annuitant's
Designated Beneficiary (whichever is applicable under the applicable Minimum
Distribution or MDIB provisions). Life expectancy and joint and last survivor
expectancy are computed by the use of return multiples contained in Section
1.72-9 of the Treasury Regulations.
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REQUIRED DISTRIBUTIONS FOR INDIVIDUAL RETIREMENT ANNUITIES
Distribution from an Individual Retirement Annuity must begin not later
than April 1 of the calendar year following the calendar year in which the Owner
attains age 70-1/2, provided that, for Individual Retirement Annuity Contracts,
no Distributions will be required from this Contract if Distributions otherwise
required from this Contract are being withdrawn from another Individual
Retirement Annuity Contract of the Annuitant. Distribution may be accepted in a
lump sum or in nearly equal payments over: (a) the Owner's life or the lives of
the Owner and his or her spouse or designated Beneficiary, or (b) a period not
extending beyond the life expectancy of the Owner or the joint life expectancy
of the Owner and the Owner's designated Beneficiary.
If the Owner dies prior to the commencement of his or her Distribution,
the interest in the IRA must be distributed by December 31 of the calendar year
in which the fifth anniversary of his or her death occurs unless:
(a) The Owner names his or her surviving spouse as the Beneficiary and such
spouse elects to:
(i) treat the annuity as an Individual Retirement Annuity established
for his or her benefit; or
(ii) receive Distribution of the account in nearly equal payments over
his or her life (or a period not exceeding his or her life
expectancy) and commencing not later than December 31 of the year
in which the Owner would have attained age 70-1/2; or
(b) The Owner names a Beneficiary other than his or her surviving spouse and
such beneficiary elects to receive a Distribution of the account in
nearly equal payments over his or her life (or a period not exceeding his
or her life expectancy) commencing not later than December 31 of the year
following the year in which the Owner dies.
If the Owner dies after Distribution has commenced, Distribution must
continue at least as rapidly as under the schedule being used prior to his or
her death, except that a surviving spouse may treat the Individual Retirement
Annuity as his or her own in the same manner as is described in Section (a)(i)
of this provision.
If the amounts distributed do not satisfy the Distribution rules
mentioned above, a penalty tax of 50% is levied on the amount that should have
been distributed for that year.
A pro-rata portion of all Distributions will be included in the gross
income of the person receiving the Distribution and taxed at ordinary income tax
rates. The portion of the Distribution which is taxable is based on the ratio
between the amount by which non-deductible Purchase Payments exceed prior
non-taxable Distributions and total account balances at the time of the
Distribution. The Owner of an Individual Retirement Annuity must annually report
the amount of non-deductible Purchase Payments, the amount of any Distribution,
the amount by which non-deductible Purchase Payments for all years exceed
non-taxable Distributions for all years, and the total balance of all Individual
Retirement Accounts and Annuities.
Individual Retirement Annuity Distributions will not receive the benefit
of the tax treatment of a lump sum Distribution from a Qualified Plan. If the
Owner dies prior to the time Distribution of his or her interest in the annuity
is completed, the balance will also be included in his or her gross estate.
GENERATION-SKIPPING TRANSFERS
The Company may determine whether the Death Benefit or any other payment
constitutes a direct skip as defined in Section 2612 of the Code, and the amount
of the tax on the generation-skipping transfer resulting from such direct skip.
If applicable, the payment will be reduced by any tax the Company is required to
pay by Section 2603 of the Code.
A direct skip may occur when property is transferred to or a Death
Benefit is paid to an individual two or more generations younger than the
Contract Owner.
GENERAL INFORMATION
CONTRACT OWNER SERVICES
ASSET REBALANCING - The Contract Owner may direct the automatic
reallocation of contract values to the underlying Mutual Fund options on a
predetermined percentage basis every three months. If the last day of the three
month period falls on a Saturday, Sunday, recognized holiday or any other day
when the New York Stock Exchange is closed, the Asset Rebalancing exchange will
occur on the last business day before that day. Asset Rebalancing will not
affect future allocations of Purchase Payments. An Asset Rebalancing request
must be in writing on a form provided by the Company. Contracts issued to a
Qualified Plan or a Tax Sheltered Annuity
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Plan as defined by the Code may have superseding plan restrictions with regard
to the frequency of fund exchanges and underlying Mutual Fund options. The
Contract Owner may want to contact a financial adviser in order to discuss a the
use of Asset Rebalancing in his or her Contract.
The Company reserves the right to discontinue offering Asset Rebalancing
upon 30 days' written notice; such discontinuation will not affect Asset
Rebalancing programs which have already commenced. The Company also reserves the
right to assess a processing fee for this service.
DOLLAR COST AVERAGING-The Contract Owner may direct the Company to
automatically transfer funds from the Money Market Sub-Account or the Fixed
Account to any other Sub-Account within the Variable Account on a monthly basis.
This service is intended to allow the Contract 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 Contract Value of $15,000.
Transfers for purposes of Dollar Cost Averaging can only be made from the Money
Market Sub-Account or the Fixed Account. The minimum monthly Dollar Cost
Averaging transfer is $100. In addition, Dollar Cost Averaging monthly transfers
from the Fixed Account must be equal to or less than 1/30th of the Fixed Account
value when the Dollar Cost Averaging program is requested. Transfers out of the
Fixed Account, other than for Dollar Cost Averaging, may be subject to certain
additional restrictions (see "Transfers"). A written election of this service,
on a form provided by the Company, must be completed by the Contract Owner in
order to begin transfers. Once elected, transfers from the Money Market
Sub-Account or the Fixed Account will be processed monthly until either the
value in the Money Market Sub-Account or the Fixed Account is completely
depleted or the Contract Owner instructs the Company in writing to cancel the
monthly transfers.
The Company reserves the right to discontinue offering Dollar Cost
Averaging upon 30 days' written notice; such discontinuation will not affect
Dollar Cost Averaging programs already commenced. The Company also reserves the
right to assess a processing fee for this service.
SYSTEMATIC WITHDRAWALS-A Contract Owner may elect in writing on a form
provided by the Company to take Systematic Withdrawals by surrendering a
specified dollar amount (of at least $100) on a monthly, quarterly, semi-annual,
or annual basis. The Company will process the withdrawals as directed by
surrendering on a pro-rata basis Accumulation Units from all Sub-Accounts in
which the Contract Owner has an interest. Each Systematic Withdrawal is subject
to federal income taxes on the taxable portion. For tax purposes, withdrawals
are deemed to be taken first from earnings, then from Purchase Payment only
after all earnings have been withdrawn. In addition, a 10% federal penalty tax
may be assessed on Systematic Withdrawals if the Contract Owner is under age
59-1/2. The Company is required to withhold tax from certain Distributions to
the extent that such Distribution would constitute income to the Contract Owner.
The Contract Owner is entitled to elect not to have federal income tax withheld
from any such Distribution, but may be subject to penalties in the event
insufficient federal income tax is withheld during a calendar year. The Contract
Owner may discontinue Systematic Withdrawals at any time by notifying the
Company in writing.
The Company reserves the right to discontinue offering Systematic
Withdrawals upon 30 days' written notice; such discontinuation will not affect
Systematic Withdrawal programs already commenced. The Company also reserves the
right to assess a processing fee for this service.
STATEMENTS AND REPORTS
The Company will mail to Contract Owners, at their last known address of
record, any statements and reports required by applicable law or regulation.
Contract Owners should therefore give the Company prompt notice of any address
change. The Company will send a confirmation statement to Contract Owners each
time a transaction is made affecting the Owners' Variable Account Contract
Value, such as making additional Purchase Payments, transfers, exchanges or
withdrawals. Quarterly statements are also mailed detailing the Contract
activity during the calendar quarter. Instead of receiving an immediate
confirmation of transactions made pursuant to some types of periodic payment
plans (such as a dollar cost averaging program or salary reduction arrangement),
Contract Owners may receive confirmation of such transactions in their quarterly
statements. Contract Owners should review the information in these statements
carefully. All errors or corrections must be reported to the Company immediately
to assure proper crediting to the Owner's Contract. The Company will assume all
transactions are accurately reported on quarterly statements or confirmation
statements unless the Contract Owner notifies the Company otherwise within 30
days after receipt of the statement. The Company will also send to Contract
Owners each year a semi-annual report and an annual report containing financial
statements for the Variable Account, as of June 30 and December 31,
respectively.
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ALLOCATION OF PURCHASE PAYMENTS AND CONTRACT VALUE
Purchase Payments are allocated to one or more Sub-Accounts within the
Variable Account in accordance with the designation of the underlying Mutual
Funds by the Contract Owner, and converted into Accumulation Units.
The initial first year Purchase Payment must be at least $5,000 for
Non-Qualified Contracts and $2,000 for Individual Retirement Annuities. However,
if periodic payments are expected by the Company, this initial first year
minimum may be satisfied by Purchase Payments made on an annualized basis.
Purchase Payments, if any, after the first Contract Year must be at least $10
each. The Contract Owner may increase or decrease Purchase Payments or change
the frequency of payment. The Contract Owner is not obligated to continue
Purchase Payments in the amount or at the frequency elected. There are no
penalties for failure to continue Purchase Payments.
The cumulative total of all Purchase Payments under Contracts issued on
the life of any one Designated Annuitant may not exceed $1,000,000 without prior
consent of the Company.
THE PURCHASER IS CAUTIONED THAT INVESTMENT RETURN ON SMALL INITIAL AND
SUBSEQUENT PURCHASE PAYMENTS MAY BE LESS THAN CHARGES ASSESSED BY THE COMPANY.
The initial Purchase Payment allocated to designated Sub-Accounts of the
Variable Account will be priced not later than 2 business days after receipt of
an order to purchase, if the application and all information necessary for
processing the purchase order are complete upon receipt by the Company. The
Company may, however, retain the Purchase Payment for up to 5 business days
while attempting to complete an incomplete application. If the application
cannot be made complete within 5 days, the prospective purchaser will be
informed of the reasons for the delay and the Purchase Payment will be returned
immediately unless the prospective purchaser specifically consents to the
Company retaining the Purchase Payment until the application is made complete.
Thereafter, Purchase Payments will be priced on the basis of the Accumulation
Unit Value next computed for the appropriate Sub-Account after the additional
Purchase Payment is received..
Purchase Payments will not be priced on the following nationally
recognized holidays: New Year's Day, Presidents' Day, Good Friday, Memorial Day,
Independence Day, Labor Day, Thanksgiving and Christmas.
VALUE OF A VARIABLE ACCOUNT ACCUMULATION UNIT
The value of a Variable Account Accumulation Unit for each Sub-Account
was arbitrarily set initially at $10 when 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 Mortality Risk Charge, Expense Risk Charge
and Administration Charge deducted from the Variable Account. Such factor
is equal to an annual rate of 1.30% of the daily net asset value of the
Variable Account.
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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 Risk Charge, Expense Risk Charge and Administration
Charge, and any charge or credit for tax reserves (see "Charge For Tax
Provisions").
VALUATION OF ASSETS
Underlying Mutual Fund shares in the Variable Account will be valued at
their net asset value.
DETERMINING THE CONTRACT VALUE
The sum of the value of all Accumulation Units attributable to the
Contract plus any amount held under the Contract in the Fixed Account is the
Contract Value. The number of Accumulation Units credited per each Sub-Account
is determined by dividing the net amount allocated to the Sub-Account by the
Accumulation Unit Value for the Sub-Account for the Valuation Period during
which the Purchase Payment is received by the Company. If part or all of the
Contract Value is surrendered or charges or deductions are made against the
Contract Value, an appropriate number of Accumulation Units from the Variable
Account will be deducted in the same proportion that the Contract Owner's
interest in the Variable Account bears to the total Contract Value.
SURRENDER (REDEMPTION)
While the Contract is in force and prior to the earlier of the
Annuitization Date or the death of the Designated Annuitant, the Company will,
upon proper written application by the Contract Owner deemed by the Company to
be in good order, allow the Contract Owner to surrender a portion or all of the
Contract Value. "Proper written application" means that the surrender must be
requested in writing by the Contract Owner, and the Company may require that the
signature(s) be guaranteed by a member firm of the New York, American, Boston,
Midwest, Philadelphia, or Pacific Stock Exchange, 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 the federal securities
laws and regulations. In some cases (for example, requests by a corporation,
partnership, agent, fiduciary, or surviving Joint Owner), the Company will
require additional documentation of a customary nature.
The Company will, upon receipt of any such written request, surrender a
number of Accumulation Units from the Variable Account and an amount from the
Fixed Account necessary to equal the gross dollar amount requested, less any
applicable Contingent Deferred Sales Charge (see "Contingent Deferred Sales
Charge"). In the event of a partial surrender, the Company will, unless
instructed to the contrary, surrender Accumulation Units from all Sub-Accounts
in which the Contract Owner has an interest, and the Fixed Account. The number
of Accumulation Units surrendered from each Sub-Account and the amount
surrendered from the Fixed Account will be in the same proportion that the
Contract Owner's interest in the Sub-Accounts bears to the total Contract Value.
The Company will pay any funds applied for from the Variable Account
within 7 days of receipt of such application in the Company's Home Office.
However, the Company reserves the right to suspend or postpone the date of any
payment of any benefit or values for any Valuation Period (1) when the New York
Stock Exchange ("Exchange") is closed, (2) when trading on the Exchange is
restricted, (3) when an emergency exists as a result of which disposal of
securities held in the Variable Account is not reasonably practicable or it is
not reasonably practicable to determine the value of the Variable Account's net
assets, or (4) during any other period when the Securities and Exchange
Commission, by order, so permits for the protection of security holders,
provided that applicable rules and regulations of the Securities and Exchange
Commission shall govern as to whether the conditions prescribed in (2) and (3)
exist. The Contract Value on surrender may be more or less than the total of
Purchase Payments made by a Contract Owner, depending on the market value of the
underlying Mutual Fund shares.
Certain redemption restrictions also apply to Contracts issued under the
Texas Optional Retirement Program or the Louisiana Optional Retirement Plan.
With respect to Contracts issued under the Texas Optional Retirement Program,
the Texas Attorney General has ruled that withdrawal benefits are available only
in the event of a participant's death, retirement, termination of employment due
to total disability, or other termination of employment in a Texas public
institution of higher education. Retirement benefits made pursuant to the
Louisiana Optional Retirement Plan are to be paid in the form of lifetime income
and, except for
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Death Benefits, lump sum cash payments are not permitted. A participant under
the Louisiana Optional Retirement Plan may take a Distribution from the Contract
only in the event of retirement or termination of employment. A participant
under either the Texas Optional Retirement Program or the Louisiana Optional
Retirement Plan will not, therefore, be entitled to receive the right of
withdrawal in order to receive the cash values credited to such participant
under the Contract unless one of the foregoing conditions has been satisfied.
The value of such Contracts may, however, be transferred to other contracts or
other carriers during the participation in these retirement programs, subject to
any applicable Contingent Deferred Sales Charge. The Company issues this
Contract to participants in the Texas Optional Retirement Program in reliance
upon, and in compliance with, Rule 6c-7 of the Investment Company Act of 1940
and to participants in the Louisiana Optional Retirement Plan in reliance upon,
and in compliance with, an exemptive order the Company obtained from the
Securities and Exchange Commission on August 22, 1990.
SURRENDERS UNDER A QUALIFIED PLAN OR TAX SHELTERED ANNUITY CONTRACT
Except as provided below, the Owner may Surrender part or all of the
Contract Value at any time this Contract is in force prior to the earlier of the
Annuitization Date or the death of the Designated Annuitant:
A. The surrender of Contract Value attributable to contributions made
pursuant to a salary reduction agreement (within the meaning of Code
Section 402(g)(3)(A) or (C)), or transfers from a Custodial Account
described in Section 403(b)(7) of the Code, may be executed only:
1. when the Contract Owner attains age 59-1/2, separates from
service, dies, or becomes disabled (within the meaning of Code
Section 72(m)(7)); or
2. in the case of hardship (as defined for purposes of Code Section
401(k)), provided that any surrender of Contract Value in the case
of hardship may not include any income attributable to salary
reduction contributions.
B. The surrender limitations described in A. above also apply to:
1. salary reduction contributions to Tax Sheltered Annuities made for
plan years beginning after December 31, 1988;
2. earnings credited to such contracts after the last plan year
beginning before January 1, 1989, on amounts attributable to
salary reduction contributions; and
3. all amounts transferred from 403(b)(7) Custodial Accounts (except
that earnings, and employer contributions as of December 31, 1988
in such Custodial Accounts may be withdrawn in the case of
hardship).
C. Any Distribution other than the above, including exercise of a
contractual ten-day free look provision (when available) may result in
the immediate application of taxes and penalties and/or retroactive
disqualification of a Qualified Contract or Tax Sheltered Annuity.
A premature Distribution may not be eligible for rollover treatment. To
assist in preventing disqualification of a Tax Sheltered Annuity in the event of
a ten-day free look, the Company will agree to transfer the proceeds to another
contract which meets the requirements of Section 403(b) of the Code, upon proper
direction by the Contract Owner. The foregoing is the Company's understanding of
the withdrawal restrictions which are currently applicable under Section
401(k)(2)(B), Section 403(b)(11) and Revenue Ruling 90-24. Such restrictions are
subject to legislative change and/or reinterpretation from time to time.
Distributions pursuant to Qualified Domestic Relations Orders will not be
considered to be in violation of the restrictions stated in this provision.
The Contract surrender provisions may also be modified pursuant to the
plan terms and Code tax provisions when the Contract is issued to fund a
Qualified Plan.
INFORMATION CONTAINED HEREIN SHOULD NOT BE SUBSTITUTED FOR THE ADVICE OF
A PERSONAL TAX ADVISER.
TAXES
The Company does not make any guarantee regarding the tax status of any
Contract or any transaction involving the Contracts.
Section 72 of the Code governs taxation of annuities in general. That
section sets forth different rules for: (1) Qualified Contracts; (2) Individual
Retirement Annuities and Individual Retirement Accounts; (3) Tax Sheltered
Annuities; or (4) Non-Qualified Contracts. Each type of annuity is discussed
below.
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Distributions to participants from Qualified Contracts or Tax Sheltered
Annuities are generally taxed when received. A portion of each Distribution is
excludable from income based on the ratio between the after tax investment of
the Owner/Annuitant in the Contract and the value of the Contract at the time of
the withdrawal or Annuitization.
Distributions from Individual Retirement Annuities and Contracts owned by
Individual Retirement Accounts are also generally taxed when received. The
portion of each such payment which is excludable is based on the ratio between
the amount by which nondeductible Purchase Payments to all such Contracts exceed
prior non-taxable Distributions from such Contracts, and the total account
balances in such Contracts at the time of the Distribution. The Owner of such
Individual Retirement Annuities or the Annuitant under Contracts held by
Individual Retirement Annuities or the Annuitant under Contracts held by
Individual Retirement Accounts must annually report to the Internal Revenue
Service the amount of nondeductible Purchase Payments, the amount of any
Distribution, the amount by which nondeductible Purchase Payments for all years
exceed non-taxable Distributions for all years, and the total balance in all
Individual Retirement Annuities and Accounts.
NON-QUALIFIED CONTRACTS
The rules applicable to Non-Qualified Contracts provide that a portion of
each annuity payment received is excludable from taxable income based on the
ratio between the Contract Owner's investment in the Contract and the expected
return on the Contract. The maximum amount excludable from income is the
investment in the Contract. If the Annuitant dies prior to excluding from income
the entire investment in the Contract, the Annuitant's final tax return may
reflect a deduction for the balance of the investment in the Contract.
Distributions made from the Contract prior to the Annuitization Date are
taxable to the Contract Owner to the extent that the cash value of the Contract
exceeds the Contract Owner's investment at the time of the Distribution.
Distributions, for this purpose, include partial surrenders, dividends, or any
portion of the Contract which is assigned or pledged; or for Contracts issued
after April 22, 1987, any portion of the Contract transferred by gift. For these
purposes, a transfer by gift may occur upon Annuitization if the Contract Owner
and the Annuitant are not the same individual. In determining the taxable amount
of a Distribution, all annuity contracts issued after October 21, 1988, by the
same company to the same policyholder during any 12-month period will be treated
as one annuity contract. (Additional limitations on the use of multiple
contracts may be imposed by Treasury regulations which may be issued to prevent
the avoidance of the purpose of these rules). Distributions prior to the
Annuitization Date with respect to that portion of the Contract invested prior
to August 14, 1982, are treated first as a recovery of the investment in the
Contract as of that date. A Distribution in excess of the amount of the
investment in the Contract as of August 14, 1982, will be treated as taxable
income.
The Tax Reform Act of 1986 changed the tax treatment of certain
Non-Qualified Contracts held by entities other than individuals. Such entities
are taxed currently on the earnings on the Contract which are attributable to
contributions made to the Contract after February 28, 1986. There are exceptions
for the Qualified Contracts, Individual Retirement Annuities and Tax Sheltered
Annuities; immediate annuities; and certain Contracts owned for the benefit of
an individual. An immediate annuity, for purposes of this discussion, is a
single premium Contract on which payments begin within one year of purchase.
Code Section 72 also provides for a penalty, equal to 10% of any
Distribution which is includable in gross income, if such Distribution is made
prior to the attainment of age 59-1/2, the death or disability of the Contract
Owner. The penalty does not apply if the Distribution is one of a series of
substantially equal periodic payments made over the life or life expectancy (or
joint lives or life expectancies) of the Annuitant (and the Annuitant's
Beneficiary), or is made from an immediate annuity, or is allocable to an
investment in the Contract before August 14, 1982. A Contract Owner wishing to
begin taking Distributions to which the 10% tax penalty does not apply should
forward a written request to the Company. Upon receipt of a written request from
the Contract Owner, the Company will inform the Contract Owner of the procedures
pursuant to Company Policy and subject to limitations of the Contract including
but not limited to first year withdrawals. If the Annuitant selects an annuity
for life or life expectancy and changes the method of payment before the
expiration of 5 years and the attainment of age 59-1/2, the early withdrawal
penalty will apply. The penalty will be equal to that which would have been
imposed had no exception applied from the outset, and the Annuitant will also
pay interest on the amount of the penalty from the date it would have originally
applied until it is actually paid.
In order to qualify as an Annuity Contract under Section 72 of the Code,
the Contract must provide for Distribution to be made upon the death of the
Contract Owner or Joint Owner. In such case the Designated Annuitant,
Beneficiary or other named recipient must receive the Distribution within 5
years of the Owner's death. However, the recipient may elect for payments to be
made over his or her life or life expectancy if such
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payments begin within one year from the death of the Contract Owner. If the
Contract Owner's Beneficiary is the surviving spouse, such spouse may be treated
as the Contract Owner and the Contract may be continued throughout the life of
the surviving spouse. In the event the Contract Owner dies on or after the
Annuitization Date and before the entire interest has been distributed, the
remaining portion must be distributed at least as rapidly as under the method of
Distribution being used as of the date of the Contract Owner's death. If the
Contract Owner is not an individual, the death of the Designated Annuitant (or a
change of the Designated Annuitant) will result in a Distribution pursuant to
these rules, regardless of whether a Contingent Designated Annuitant was named.
The Company is required to withhold tax from certain Distributions to the
extent that such Distribution would constitute income to the Contract Owner. The
Contract Owner is entitled to elect not to have federal income tax withheld from
any such Distribution, but may be subject to penalties in the event insufficient
federal income tax is paid, through withholding or estimated payments, during a
calendar year.
Generally, the taxable portion of any Distribution from a Contract to a
nonresident alien of the United States is subject to tax withholding at a rate
equal to thirty percent (30%) of such amount or, if applicable, a lower treaty
rate. A payment may not be subject to withholding where the recipient
sufficiently establishes that such payment is effectively connected to the
recipient's conduct of a trade or business in the United States and such payment
is includable in the recipient's gross income.
Payment of a benefit or transfer of any property to an individual two
or more generations younger than the Contract Owner may constitute a
generation-skipping transfer, subject to taxation under Section 2601 et seq. of
the Code (see "Generation-Skipping Transfers").
DIVERSIFICATION
The Internal Revenue Service has promulgated regulations under Section
817(h) of the Code relating to diversification standards for the investments
underlying a variable annuity contract. The regulations provide that a variable
annuity contract which does not satisfy the diversification standards will not
be treated as an annuity contract, unless the failure to satisfy the regulations
was inadvertent, the failure is corrected, and the 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 Owner if the income, for the period the contract was
not diversified, had been received by the Owner. If the failure to diversify is
not corrected in this manner, the Owner of an annuity contract will be deemed
the owner of the underlying securities and will be taxed on the earnings of his
or her account. The Company believes, under its interpretation of the Code and
regulations thereunder, that the investments underlying this Contract meet these
diversification standards.
Representatives of the Internal Revenue Service have suggested, from time
to time, that a number of underlying Mutual Funds available or the number of
transfer opportunities available under a variable product may be relevant in
determining whether the product qualifies for the desired tax treatment. No
formal guidance has been issued in this area. Should the Secretary of the
Treasury issue additional rules or regulations limiting the number of underlying
Mutual Funds, transfers between underlying Mutual Funds, exchanges of underlying
Mutual Funds or changes in investment objectives of underlying Mutual Funds such
that the Contract would no longer qualify as an annuity under Section 72 of the
Code, the Company will take whatever steps are available to remain in
compliance.
CHARGE FOR TAX PROVISIONS
The Company is no longer required to maintain a capital gain reserve
liability on Non-Qualified Contracts since capital gains attributable to assets
held in the Company's Variable Account for such Contracts are not taxable to the
Company. However, the Company reserves the right to implement and adjust the tax
charge in the future, if the tax laws change.
QUALIFIED PLANS, INDIVIDUAL RETIREMENT ANNUITIES, INDIVIDUAL RETIREMENT ACCOUNTS
AND TAX SHELTERED ANNUITIES
The Contracts may be used with Qualified Plans, Individual Retirement
Annuities, Individual Retirement Accounts, Tax Sheltered Annuities, and other
plans receiving favorable tax treatment. For information regarding eligibility,
limitations on permissible amounts of Purchase Payments, and tax consequences on
Distribution from such plans, the purchasers of such Contracts should seek
competent advice. The terms of such plans may limit the rights available under
the Contracts.
The Code permits the rollover of most Distributions from Qualified Plans
to other Qualified Plans, Individual Retirement Accounts, or Individual
Retirement Annuities. Most Distributions from Tax Sheltered Annuities may be
rolled into another Tax Sheltered Annuity, an Individual Retirement Account, or
an Individual Retirement Annuity. Distributions which may not be rolled over
are those which are:
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1. one of a series of substantially equal annual (or more frequent)
payments made: a) over the life (or life expectancy) of the
employee, b) the joint lives (or joint life expectancies) of the
employee and the employee's designated Beneficiary, or c) for a
specified period of ten years or more, or:
2. a required minimum Distribution.
Any Distribution eligible for rollover will be subject to federal tax
withholding at a 20 percent rate unless the Distribution is transferred directly
to an appropriate plan as described in this provision.
The Contract is available for Qualified Plans electing to comply with
section 404(c) of ERISA. It is the responsibility of the plan and its
fiduciaries to determine and satisfy section 404(c) requirements.
Individual Retirement Accounts and Individual Retirement Annuities may
not provide life insurance benefits. If the Death Benefit exceeds the greater of
the cash value, the Contract Value, or the sum of all Purchase Payments, less
amounts surrendered, it is possible that the Internal Revenue Service could
determine that the Individual Retirement Account or Individual Retirement
Annuity did not qualify for the desired tax treatment.
ADVERTISING
The Company may from time to time advertise several types of historical
performance for the Sub-Accounts of the Variable Account. The Company may
advertise for the Sub-Accounts standardized "average annual total return,"
calculated in a manner prescribed by the Securities and Exchange Commission, and
nonstandardized "total return." "Average annual total return" will show the
percentage rate of return of a hypothetical initial investment of $1,000 for at
least the most recent one, five and ten year period, or for a period covering
the time the underlying Mutual Fund held in the Sub-Account has been in
existence, if the underlying Mutual Fund has not been in existence for one of
the prescribed periods. This calculation reflects the deduction of all
applicable charges made to the Contracts except for premium taxes, which may be
imposed by certain states.
Nonstandardized "total return" will be calculated in a similar manner and
for the same time periods as will average annual total return except total
return will assume an initial investment of $10,000. An assumed initial
investment of $10,000 will be used because that figure more closely approximates
the size of a typical Contract than does the $1,000 figure used in calculating
the standardized average annual total return quotations. The amount of the
hypothetical initial investment assumed affects performance because the Contract
Maintenance Charge is a fixed per Contract charge.
For those underlying Mutual Fund options which have not been held as
Sub-Accounts within the Variable Account for one of the quoted periods, the
standardized average annual total return and nonstandardized total return
quotations will show the investment performance such underlying Mutual Fund
options would have achieved (reduced by the applicable charges) had they been
held as Sub-Accounts within the Variable Account for the period quoted.
A "yield" and "effective yield" may also be advertised for the Money
Market Sub-Account. "Yield" is a measure of the net dividend and interest income
earned over a specific seven-day period (which period will be stated in the
advertisement) expressed as a percentage of the offering price of the
Sub-Account's units. Yield is an annualized figure, which means that it is
assumed that the Sub-Account generates the same level of net income over a
52-week period. The "effective yield" is calculated similarly but includes the
effect of assumed compounding calculated under rules prescribed by the
Securities and Exchange Commission. The effective yield will be slightly higher
than yield due to this compounding effect.
The Company may also from time to time advertise the performance of the
Sub-Accounts of the Variable Account relative to the performance of other
variable annuity sub-accounts or underlying mutual funds with similar or
different objectives, or the investment industry as a whole. Other investments
to which the Sub-Accounts may be compared include, but are not limited to:
precious metals; real estate; stocks and bonds; closed-end funds; CDs; bank
money market deposit accounts and passbook savings; and the Consumer Price
Index.
The Sub-Accounts of the Variable Account may also be compared to certain
market indices, which may include, but are not limited to: S&P 500;
Shearson/Lehman Intermediate Government/Corporate Bond Index; Shearson/Lehman
Long-Term Government/Corporate Bond Index; Donoghue Money Fund Average; U.S.
Treasury Note Index; Bank Rate Monitor National Index of 2-1/2 Year CD Rates;
and Dow Jones Industrial Average.
Normally these rankings and ratings are published by independent tracking
services and publications of general interest including, but not limited to:
Lipper Analytical Services, Inc., CDA/Wiesenberger, Morningstar, Donoghue's;
magazines such as Money, Forbes, Kiplinger's Personal Finance Magazine,
Financial World, Consumer Reports, Business Week, Time, Newsweek, National
Underwriter, U.S. News and World Report; rating services such as LIMRA, Value,
Best's Agent Guide, Western Annuity Guide, Comparative Annuity Reports; and
other publications such as the Wall Street Journal, Barron's, Investor's Daily,
and Standard & Poor's Outlook. In addition, Variable Annuity Research & Data
Service (The VARDS Report) is an independent
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rating service that ranks over 500 variable annuity funds based upon total
return performance. These rating services and publications rank the performance
of the underlying Mutual Fund options against all underlying mutual funds over
specified periods and against underlying mutual funds in specified categories.
The rankings may or may not include the effects of sales or other charges.
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 contract.
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.
ALL PERFORMANCE INFORMATION AND COMPARATIVE MATERIAL ADVERTISED BY THE COMPANY
IS HISTORICAL IN NATURE AND IS NOT INTENDED TO REPRESENT OR GUARANTEE FUTURE
RESULTS. A CONTRACT OWNER'S CONTRACT VALUE AT REDEMPTION MAY BE MORE OR LESS
THAN ORIGINAL COST.
UNDERLYING MUTUAL FUND PERFORMANCE SUMMARY
STANDARDIZED AVERAGE ANNUAL TOTAL RETURN
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
SUB-ACCOUNT OPTIONS 1 Year To 5 Years To Life of Fund Date Fund
12/31/95 12/31/95 To 12/31/95 Effective
- ----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Fidelity VIP Fund-Equity Income 24.94% 17.36% 9.02% 10-09-86
Portfolio
- ----------------------------------------------------------------------------------------------------
Fidelity VIP Fund-Overseas Portfolio -0.14% 3.52% 3.04% 1-28-87
- ----------------------------------------------------------------------------------------------------
NSAT-Money Market Fund -4.11% -0.42% 1.81%* 11-10-81
- ----------------------------------------------------------------------------------------------------
NSAT-Total Return Fund 19.02% 12.73% 8.79%* 11-08-82
- ----------------------------------------------------------------------------------------------------
The One(R) Group Investment 10.73% N/A 3.51% 08-01-94
Trust-Asset Allocation Fund
- ----------------------------------------------------------------------------------------------------
The One(R) Group Investment 6.78% N/A 1.22% 08-01-94
Trust-Government Bond Fund
- ----------------------------------------------------------------------------------------------------
The One(R) Group Investment 14.12% N/A 7.30% 08-01-94
Trust-Large Company Growth Fund
- ----------------------------------------------------------------------------------------------------
The One(R) Group Investment 13.64% N/A 4.02% 08-01-94
Trust-Growth Opportunities Fund
- ----------------------------------------------------------------------------------------------------
</TABLE>
NON-STANDARDIZED AVERAGE ANNUAL TOTAL RETURN
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
SUB-ACCOUNT OPTIONS 1 Year To 5 Years To Life of Fund Date Fund
12/31/95 12/31/95 To 12/31/95 Effective
- ----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Fidelity VIP Fund-Equity Income 33.04% 19.54% 11.61% 10-09-86
Portfolio
- ----------------------------------------------------------------------------------------------------
Fidelity VIP Fund-Overseas Portfolio 7.06% 6.46% 5.66% 1-28-87
- ----------------------------------------------------------------------------------------------------
NSAT-Money Market Fund 3.99% 2.66% 4.26%* 11-10-81
- ----------------------------------------------------------------------------------------------------
NSAT-Total Return Fund 27.12% 15.01% 10.79%* 11-08-82
- ----------------------------------------------------------------------------------------------------
The One(R) Group Investment 18.83% N/A 11.27% 08-01-94
Trust-Asset Allocation Fund
- ----------------------------------------------------------------------------------------------------
The One(R) Group Investment 14.88% N/A 8.98% 08-01-94
Trust-Government Bond Fund
- ----------------------------------------------------------------------------------------------------
The One(R) Group Investment 22.22% N/A 15.01% 08-01-94
Trust-Large Company Growth Fund
- ----------------------------------------------------------------------------------------------------
The One(R) Group Investment 21.74% N/A 11.82% 08-01-94
Trust-Growth Opportunities Fund
- ----------------------------------------------------------------------------------------------------
</TABLE>
*Represents 10 years to 12/31/95.
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LEGAL PROCEEDINGS
There are no material legal proceedings, other than ordinary routine
litigation incidental to the business, to which the Company and the Variable
Account are parties or to which any of their property is the subject.
The General Distributor, Nationwide Advisory Services, Inc., is not
engaged in any litigation of any material nature.
TABLE OF CONTENTS OF STATEMENT OF ADDITIONAL INFORMATION
<TABLE>
<CAPTION>
PAGE
<S> <C>
General Information and History............................................. 1
Services.................................................................... 1
Purchase of Securities Being Offered........................................ 1
Underwriters................................................................ 2
Calculations of Performance................................................. 2
Underlying Mutual Fund Performance History.................................. 3
Annuity Payments............................................................ 4
Financial Statements........................................................ 5
</TABLE>
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APPENDIX
Purchase Payments under the Fixed Account portion of the Contract and
transfers to the Fixed Account portion become part of the general account of the
Company, which support insurance and annuity obligations. Because of exemptive
and exclusionary provisions, interests in the general account have not been
registered under the Securities Act of 1933 ("1933 Act"), nor is the general
account registered as an investment company under the Investment Company Act of
1940 ("1940 Act"). Accordingly, neither the general account nor any interest
therein are generally subject to the provisions of the 1933 or 1940 Acts, and we
have been advised that the staff of the Securities and Exchange Commission has
not reviewed the disclosures in this prospectus which relate to the Fixed
Account. Disclosures regarding the Fixed Account portion of the Contract and the
general account, however, may be subject to certain generally applicable
provisions of the federal securities laws relating to the accuracy and
completeness of statements made in prospectuses.
FIXED ACCOUNT ALLOCATIONS
THE FIXED ACCOUNT
The Fixed Account is made up of all the general assets of the Company,
other than those in the Nationwide VA Separate Account-C and any other
segregated asset account. Fixed Account Purchase Payments will be allocated to
the Fixed Account by election of the Contract Owner at the time of purchase.
The Company will invest the assets of the Fixed Account in those assets
chosen by the Company and allowed by applicable law. Investment income from such
Fixed Account assets will be allocated by the Company between itself and the
Contracts participating in the Fixed Account.
The level of annuity payments made to Annuitants under the Contracts will
not be affected by the mortality experience (death rate) of persons receiving
such payments or of the general population. The Company assumes this "mortality
risk" by virtue of annuity rates incorporated in the Contract which cannot be
changed. In addition, the Company guarantees that it will not increase charges
for maintenance of the Contracts regardless of its actual expenses.
Investment income from the Fixed Account allocated to the Company
includes compensation for mortality and expense risks borne by the Company in
connection with Fixed Account Contracts. The amount of such investment income
allocated to the Contracts will vary from year to year in the sole discretion of
the Company at such rate or rates as the Company prospectively declares from
time to time. Any such rate or rates so determined will remain effective for a
period of not less than twelve months, and remain at such rate unless changed.
However, the Company guarantees that it will credit interest at not less than
3.0% per year (or as otherwise required under state law, or at such minimum rate
as stated in the contract when sold). ANY INTEREST CREDITED TO AMOUNTS ALLOCATED
TO THE FIXED ACCOUNT IN EXCESS OF 3.0% PER YEAR WILL BE DETERMINED IN THE SOLE
DISCRETION OF THE COMPANY. THE CONTRACT OWNER ASSUMES THE RISK THAT INTEREST
CREDITED TO FIXED ACCOUNT ALLOCATIONS MAY NOT EXCEED THE MINIMUM GUARANTEE OF
3.0% FOR ANY GIVEN YEAR. New Purchase Payments deposited to the Contract which
are allocated to the Fixed Account may receive a different rate of interest than
money transferred from the Variable Sub-Accounts to the Fixed Account and
amounts maturing in the Fixed Account at the expiration of an Interest Rate
Guarantee Period.
The Company guarantees that, at any time, the Fixed Account Contract
Value will not be less than the amount of the Purchase Payments allocated to the
Fixed Account, plus interest credited as described in this provision, less the
sum of all administrative charges, any applicable premium taxes, and less any
amounts surrendered. If the Contract Owner effects a surrender, the amount
available from the Fixed Account will be reduced by any applicable Contingent
Deferred Sales Charge (see "Contingent Deferred Sales Charge").
TRANSFERS
Contract Owners may at the maturity of an Interest Rate Guarantee Period,
transfer a portion of the value of the Fixed Account to the Variable Account.
The maximum percentage that may be transferred will be determined by the Company
at its sole discretion, but will not be less than 10% of the total value of the
portion of the Fixed Account that is maturing and will be declared upon the
expiration date of the then current Interest Rate Guarantee Period. The Interest
Rate Guarantee Period expires on the final day of a calendar quarter. Transfers
under this provision must be made within 45 days after the expiration date of
the guarantee period. 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.
31
33 of 85
<PAGE> 34
Any group annuity Contract offered in conjunction with the prospectus, the
assets of which are invested in the general account of the Company, may be
subject to restrictions or surrender of a plan's or a participant's interest in
the Annuity Contract, and may require that such a surrender be completed over a
period of 5 years.
ANNUITY PAYMENT PERIOD FIXED ACCOUNT
FIRST AND SUBSEQUENT PAYMENTS
A Fixed Annuity is an annuity with payments which are guaranteed by the
Company as to dollar amount during the annuity payment period. The first Fixed
Annuity payment will be determined by applying the Contract Value to the
applicable Annuity Table in accordance with the Annuity Payment Option elected.
This will be done at the Annuitization Date on an age last birthday basis. Fixed
Annuity payments after the first will not be less than the first Fixed Annuity
payment.
The Company does not credit discretionary interest to Fixed Annuity
payments during the annuity payment period for annuity options based on life
contingencies. The Annuitant must rely on the Annuity Tables applicable to the
Contracts to determine the amount of such Fixed Annuity payments.
ASSUMED INTEREST RATE AND ANNUITY TABLES
The Annuity Tables contained in the Contracts are based on the 1971
Individual Annuity Mortality Table (set back one year) and an assumed interest
rate of 3.5%.
32
34 of 85
<PAGE> 35
STATEMENT OF ADDITIONAL INFORMATION
MAY 1, 1997
INDIVIDUAL DEFERRED VARIABLE ANNUITY CONTRACTS ISSUED
BY THE NATIONWIDE VA SEPARATE ACCOUNT-C
OF NATIONWIDE LIFE AND ANNUITY INSURANCE COMPANY
This Statement of Additional Information is not a prospectus. It contains
information in addition to and more detailed than set forth in the prospectus
and should be read in conjunction with the prospectus dated May 1, 1997. The
prospectus may be obtained from Nationwide Life and Annuity Insurance Company by
writing P. O. Box 182008, Columbus, Ohio 43218-2008, or calling 1-800-860-3946,
TDD 1-800-238-3035.
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
<S> <C>
General Information and History.............................................. 1
Services..................................................................... 1
Purchase of Securities Being Offered......................................... 1
Underwriters................................................................. 2
Calculations of Performance.................................................. 2
Underlying Mutual Fund Performance History................................... 3
Annuity Payments............................................................. 4
Financial Statements......................................................... 5
</TABLE>
GENERAL INFORMATION AND HISTORY
The Nationwide VA Separate Account-C (formerly Financial Horizons VA
Separate Account-3) is a separate investment account of Nationwide Life and
Annuity Insurance Company ("Company") (formerly Financial Horizons Life
Insurance Company). The Company is a member of the Nationwide Insurance
Enterprise and all of the Company's common stock is owned by Nationwide Life
Insurance Company. The common stock of Nationwide Life Insurance Company is
owned by Nationwide Financial Services, Inc., an insurance company holding
company. Nationwide Financial Services, Inc. is owned by Nationwide Corporation,
a holding company. All of its common stock is held by Nationwide Mutual
Insurance Company (95.3%) and Nationwide Mutual Fire Insurance Company (4.7%).
SERVICES
The Company, which has responsibility for administration of the Contracts
and the Variable Account, maintains records of the name, address, taxpayer
identification number, and other pertinent information for each Contract Owner
and the number and type of Contract issued to each such Contract Owner and
records with respect to the Contract Value of each Contract.
The Custodian of the assets of the Variable Account is the Company. The
Company will maintain a record of all purchases and redemptions of shares of the
underlying Mutual Funds. The Company, or affiliates of the Company may have
entered into agreements with either the investment adviser or distributor for
several of the underlying Mutual Funds. The agreements relate to administrative
services furnished by the Company or an affiliate of the Company and provide for
an annual fee based on the average aggregate net assets of the Variable Account
(and other separate accounts of the Company or life insurance company
subsidiaries of the Company) invested in particular underlying Mutual Funds.
These fees in no way affect the net asset value of the underlying Mutual Funds
or fees paid by the Contract Owner.
The financial statements and schedules have been included herein in
reliance upon the reports of KPMG Peat Marwick LLP, independent certified public
accountants, Two Nationwide Plaza, Columbus, Ohio 43215, and upon the authority
of said firm as experts in accounting and auditing.
PURCHASE OF SECURITIES BEING OFFERED
The Contracts will be sold by licensed insurance agents in the states
where the Contracts may be lawfully sold. Such agents will be registered
representatives of broker-dealers registered under the
1
35 of 85
<PAGE> 36
Securities Exchange Act of 1934 who are members of the National Association of
Securities Dealers, Inc. ("NASD").
The Contract Owner may transfer up to 100% of the Contract Value from the
Variable Account to the Fixed Account, without penalty or adjustment. However,
the Company, at its sole discretion, reserves the right to limit such transfers
to 25% of the Contract Value for any 12 month period. Contract Owners may at the
maturity of an Interest Rate Guarantee Period transfer a portion of the Contract
Value of the Fixed Account to the Variable Account. Such portion will be
determined by the Company at its sole discretion (but will not be less than 10%
of the total value of the portion of the Fixed Account that is maturing), and
will be declared upon the expiration date of the then current Interest Rate
Guarantee Period. The Interest Rate Guarantee Period expires on the final day of
a calendar quarter. Transfers under this provision must be made within 45 days
after the termination date of the guarantee period. Owners who have entered into
a Dollar Cost Averaging agreement with the Company may transfer from the Fixed
Account under the terms of that agreement.
Transfers from the Fixed and Variable Accounts may not be made prior to
the first Contract Anniversary. Transfers from the Fixed Account may not be made
within 12 months of any prior Transfer. Transfers must also be made prior to the
Annuitization Date.
UNDERWRITERS
The Contracts, which are offered continuously, are distributed by
Nationwide Advisory Services, Inc. ("NAS"), One Nationwide Plaza, Columbus, Ohio
43216, an affiliate of the Company. No underwriting commissions were paid by the
Company to NAS.
CALCULATIONS OF PERFORMANCE
All performance advertising shall include quotations of standardized
average annual total return, calculated in accordance with standard method
prescribed by rules of the Securities and Exchange Commission, to facilitate
comparison with standardized total return advertised by other variable annuity
separate accounts. Average annual total return advertised for a specific period
is found by first taking a hypothetical $1,000 investment in each of the
Sub-Accounts' units on the first day of the period at the offering price, which
is the Accumulation Unit Value per unit ("initial investment") and computing the
ending redeemable value ("redeemable value") of that investment at the end of
the period. The redeemable value is then divided by the initial investment and
this quotient is taken to the Nth root (N represents the number of years in the
period) and 1 is subtracted from the result which is then expressed as a
percentage, carried to at least the nearest hundredth of a percent. Average
annual total return reflects the deduction of a maximum $30 Contract Maintenance
Charge and a 1.30% Mortality, Expense Risk and Administration Charge. The
redeemable value also reflects the effect of any Contingent Deferred Sales
Charge that may be imposed at the end of the period (see "Contingent Deferred
Sales Charge" located in the prospectus).No deduction is made for premium taxes
which may be assessed by certain states.
Nonstandardized total return may also be advertised, and is calculated in
a manner similar to standardized average annual total return except the
nonstandardized total return is based on a hypothetical initial investment of
$10,000 and does not reflect the deduction of any applicable Contingent Deferred
Sales Charge. Reflecting the Contingent Deferred Sales Charge would decrease the
level of the performance advertised. The Contingent Deferred Sales Charge is not
reflected because the Contract is designed for long-term investment. An assumed
initial investment of $10,000 will be used because that figure more closely
approximates the size of a typical Contract than does the $1,000 figure used in
calculating the standardized average annual total return quotations. The amount
of the hypothetical initial investment used affects performance because the
Contract Maintenance Charge is a fixed per Contract charge.
The standardized average annual total return and nonstandardized total
return quotations will be current to the last day of the calendar quarter
preceding the date on which an advertisement is submitted for publication. Both
the standardized average annual return and the nonstandardized total return will
be based on the rolling calendar quarters and will cover at least periods of
one, five, and ten years, or a period covering the time the underlying Mutual
Fund held in the Sub-Account has been in existence, if the underlying Mutual
Fund has not been in existence for one of the prescribed periods. For those
underlying Mutual Fund options which have not been held as Sub-Accounts within
the Variable Account
2
36 of 85
<PAGE> 37
for one of the quoted periods, the average annual total return and
nonstandardized total return quotations will show the investment performance
such underlying Mutual Funds would have achieved (reduced by the applicable
charges) had they been held as Sub-Accounts within the Variable Account for the
period quoted.
Quotations of average annual total return and total return are based upon
historical earnings and will fluctuate. Any quotation of performance, therefore,
should not be considered a guarantee of future performance. Factors affecting a
Sub-Account's performance include general market conditions, operating expenses
and investment management. A Contract Owner's account when redeemed may be more
or less than original cost.
Any current yield quotations of the Nationwide Separate Account Trust
Money Market Fund Sub-Account, subject to Rule 482 of the Securities Act of
1933, shall consist of a seven calendar day historical yield, carried at least
to the nearest hundredth of a percent. The yield shall be calculated by
determining the net change, exclusive of capital changes, in the value of
hypothetical pre-existing account having a balance of one accumulation unit at
the beginning of the base period, subtracting a hypothetical charge reflecting
deductions from Contract Owner accounts, and dividing the net change in account
value by the value of the account at the beginning of the period to obtain a
base period return, and multiplying the base period return by (365/7) or (366/7)
in a leap year. The Nationwide Separate Account Trust Money Market Fund
Sub-Account's effective yield is computed similarly but includes the effect of
assumed compounding on an annualized basis of the current yield quotations of
the Fund.
The Nationwide Separate Account Trust Money Market Fund Sub-Account's
yield and effective yield will fluctuate daily. Actual yields will depend on
factors such as the type of instruments in the underlying Mutual Fund's
portfolio, portfolio quality and average maturity, changes in interest rates,
and the underlying Mutual Fund's expenses. Although the Sub-Account determines
its yield on the basis of a seven calendar day period, it may use a different
time period on occasion. The yield quotes may reflect the expense limitation
described in "Investment Manager and Other Services" in the underlying Mutual
Fund's Statement of Additional Information. There is no assurance that the
yields quoted on any given occasion will remain in effect for any period of time
and there is no guarantee that the net asset values will remain constant. It
should be noted that a Contract Owner's investment in the Nationwide Separate
Account Trust Money Market Fund Sub-Account is not guaranteed or insured. Yield
of other money market funds may not be comparable if a different base or another
method of calculation is used.
UNDERLYING MUTUAL FUND PERFORMANCE SUMMARY
STANDARDIZED AVERAGE ANNUAL TOTAL RETURN
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
SUB-ACCOUNT OPTIONS 1 Year To 5 Years To Life of Fund Date Fund
12/31/95 12/31/95 To 12/31/95 Effective
- ----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Fidelity VIP Fund-Equity Income 24.94% 17.36% 9.02% 10-09-86
Portfolio
- ----------------------------------------------------------------------------------------------------
Fidelity VIP Fund-Overseas Portfolio -0.14% 3.52% 3.04% 1-28-87
- ----------------------------------------------------------------------------------------------------
NSAT-Money Market Fund -4.11% -0.42% 1.81%* 11-10-81
- ----------------------------------------------------------------------------------------------------
NSAT-Total Return Fund 19.02% 12.73% 8.79%* 11-08-82
- ----------------------------------------------------------------------------------------------------
The One(R) Group Investment 10.73% N/A 3.51% 08-01-94
Trust-Asset Allocation Fund
- ----------------------------------------------------------------------------------------------------
The One(R) Group Investment 6.78% N/A 1.22% 08-01-94
Trust-Government Bond Fund
- ----------------------------------------------------------------------------------------------------
The One(R) Group Investment 14.12% N/A 7.30% 08-01-94
Trust-Large Company Growth Fund
- ----------------------------------------------------------------------------------------------------
The One(R) Group Investment 13.64% N/A 4.02% 08-01-94
Trust-Growth Opportunities Fund
- ----------------------------------------------------------------------------------------------------
</TABLE>
3
37 of 85
<PAGE> 38
NON-STANDARDIZED AVERAGE ANNUAL TOTAL RETURN
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
SUB-ACCOUNT OPTIONS 1 Year To 5 Years To Life of Fund Date Fund
12/31/95 12/31/95 To 12/31/95 Effective
- ----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Fidelity VIP Fund-Equity Income 33.04% 19.54% 11.61% 10-09-86
Portfolio
- ----------------------------------------------------------------------------------------------------
Fidelity VIP Fund-Overseas Portfolio 7.06% 6.46% 5.66% 1-28-87
- ----------------------------------------------------------------------------------------------------
NSAT-Money Market Fund 3.99% 2.66% 4.26%* 11-10-81
- ----------------------------------------------------------------------------------------------------
NSAT-Total Return Fund 27.12% 15.01% 10.79%* 11-08-82
- ----------------------------------------------------------------------------------------------------
The One(R) Group Investment 18.83% N/A 11.27% 08-01-94
Trust-Asset Allocation Fund
- ----------------------------------------------------------------------------------------------------
The One(R) Group Investment 14.88% N/A 8.98% 08-01-94
Trust-Government Bond Fund
- ----------------------------------------------------------------------------------------------------
The One(R) Group Investment 22.22% N/A 15.01% 08-01-94
Trust-Large Company Growth Fund
- ----------------------------------------------------------------------------------------------------
The One(R) Group Investment 21.74% N/A 11.82% 08-01-94
Trust-Growth Opportunities Fund
- ----------------------------------------------------------------------------------------------------
</TABLE>
*Represents 10 years to 12/31/95.
ANNUITY PAYMENTS
See "Frequency and Amount of Annuity Payments" located in the prospectus.
4
38 of 85
<PAGE> 39
NATIONWIDE INSURANCE ENTERPRISE
"SEPARATE ACCOUNT FINANCIALS"*
*To be added by Post-Effective Amendment to the Registration Statement
to be filed prior to May 1, 1997.
<PAGE> 40
NATIONWIDE INSURANCE ENTERPRISE
"LIFE COMPANY FINANCIALS"*
*To be added by Post-Effective Amendment to the Registration Statement
to be filed prior to May 1, 1997.
<PAGE> 41
PART C. OTHER INFORMATION
Item 24. FINANCIAL STATEMENTS AND EXHIBITS
<TABLE>
<CAPTION>
(a) Financial Statements: PAGE
<S> <C> <C>
(1) Financial statements and schedule included 10
in Prospectus
(Part A):
Condensed Financial Information
(2) Financial statements and schedule included 39
in Part B:
Those financial statements and schedule
required by Item 23 to be included in Part B
have been incorporated therein by reference
to the Statement of Additional Information
(Part A).
Nationwide VA Separate Account-C:
Independent Auditors' Report. 39
Statement of Assets, Liabilities and Contract 40
Owners' Equity as of December 31, 1995.
Statements of Operations and Changes in 42
Contract Owners' Equity for the year ended December 31, 1995
and for the period August 17, 1994 (commencement of operations)
through December 31, 1994.
Notes to Financial Statements. 43
Schedules of Changes in Unit Value. 45
Nationwide Life and Annuity Insurance Company:
Independent Auditors' Report. 47
Balance Sheets as of December 31, 48
1995 and 1994.
Statements of Income for the years ended 49 December 31,
1995, 1994 and 1993.
Statements of Shareholder's Equity for the 50
years ended December 31, 1995, 1994 and
1993.
Statements of Cash Flows for the years ended 51
December 31, 1995, 1994 and 1993.
Notes to Financial Statements. 52
</TABLE>
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<PAGE> 42
Item 24. (b) Exhibits - All applicable Exhibits, as listed below, were
included as Exhibits to Pre-Effective Amendment No. 1 to the
Registration Statement on Form N-4 of the Nationwide VA
Separate Account-C (SEC File No. 33-66496), and are
incorporated herein by this reference
(1) Resolution of the Depositor's Board of
Directors authorizing the establishment of
the Registrant
(2) Not Applicable
(3) Underwriting or Distribution of contracts
between the Registrant and Principal
Underwriter
(4) The Form of the Variable Annuity Contract
(5) Variable Annuity Application
(6) Articles of Incorporation of Depositor
(7) Not Applicable
(8) Not Applicable
(9) Opinion of Counsel
(10) Not Applicable
(11) Not Applicable
(12) Not Applicable
(13) Performance Advertising Calculation
Schedule
68 of 85
<PAGE> 43
Item 25. DIRECTORS AND OFFICERS OF THE DEPOSITOR
<TABLE>
<CAPTION>
NAME AND PRINCIPAL POSITIONS AND OFFICES
BUSINESS ADDRESS WITH DEPOSITOR
<S> <C>
Lewis J. Alphin Director
519 Bethel Church Road
Mount Olives, NC 28365
Keith W. Eckel Director
1647 Falls Road
Clarks Summit, PA 18411
Willard J. Engel Director
1100 East Main Street
Marshall, MN 56258
Fred C. Finney Director
1558 West Moreland Road
Wooster, OH 44691
Charles L. Fuellgraf, Jr. Director
600 South Washington Street
Butler, PA 16001
Joseph J. Gasper President and Chief Operating Officer
One Nationwide Plaza and Director
Columbus, OH 43215
Henry S. Holloway Chairman of the
1247 Stafford Road Board
Darlington, MD 21034
D. Richard McFerson Chairman and Chief Executive Officer-
One Nationwide Plaza Nationwide Insurance Enterprise
Columbus, OH 43215 and Director
David O. Miller Director
115 Sprague Drive
Hebron, Ohio 43025
C. Ray Noecker Director
2770 State Route 674 South
Ashville, OH 43103
James F. Patterson Director
8765 Mulberry Road
Chesterland, OH 44026
</TABLE>
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<PAGE> 44
<TABLE>
<CAPTION>
NAME AND PRINCIPAL POSITIONS AND OFFICES
BUSINESS ADDRESS WITH DEPOSITOR
<S> <C>
Arden L. Shisler Director
1356 North Wenger Road
Dalton, OH 44618
Robert L. Stewart Director
88740 Fairview Road
Jewett, OH 43986
Nancy C. Thomas Director
10835 Georgetown Street NE
Louisville, OH 44641
Harold W. Weihl Director
14282 King Road
Bowling Green, OH 43402
Gordon E. McCutchan Executive Vice President,
One Nationwide Plaza Law and Corporate Services
Columbus, OH 43215 and Secretary
Robert A. Oakley Executive Vice President-
One Nationwide Plaza Chief Financial Officer
Columbus, Ohio 43215
James E. Brock Senior Vice President -
One Nationwide Plaza Life Company Operations
Columbus, OH 43215
W. Sidney Druen Senior Vice President and General
One Nationwide Plaza Counsel and Assistant Secretary
Columbus, OH 43215
Harvey S. Galloway, Jr. Senior Vice President-Chief Actuary-
One Nationwide Plaza Life, Health and Annuities
Columbus, OH 43215
Richard A. Karas Senior Vice President - Sales -
One Nationwide Plaza Financial Services
Columbus, OH 43215
Michael D. Bleiweiss Vice President-
One Nationwide Plaza Deferred Compensation
Columbus, OH 43215
</TABLE>
70 of 85
<PAGE> 45
<TABLE>
<CAPTION>
NAME AND PRINCIPAL POSITIONS AND OFFICES
BUSINESS ADDRESS WITH DEPOSITOR
<S> <C>
Matthew S. Easley Vice President -
One Nationwide Plaza Annuity and Pension Actuarial
Columbus, OH 43215
Ronald L. Eppley Vice President-
One Nationwide Plaza Pensions
Columbus, OH 43215
Timothy E. Murphy Vice President-
One Nationwide Plaza Strategic Marketing
Columbus, Ohio 43215
R. Dennis Noice Vice President-
One Nationwide Plaza Individual Investment Products
Columbus, OH 43215
Joseph P. Rath Vice President -
One Nationwide Plaza Associate General Counsel
Columbus, OH 43215
</TABLE>
Item 26. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH THE DEPOSITOR
OR REGISTRANT.
* Subsidiaries for which separate financial statements are
filed
** Subsidiaries included in the respective consolidated
financial statements
*** Subsidiaries included in the respective group financial
statements filed for unconsolidated subsidiaries
**** other subsidiaries
71 of 85
<PAGE> 46
<TABLE>
<CAPTION>
NO. VOTING
SECURITIES
STATE (SEE ATTACHED
OF ORGANIZATION CHART) UNLESS
COMPANY OTHERWISE PRINCIPAL BUSINESS
INDICATED
<S> <C> <C> <C>
Affiliate Agency of Ohio, Inc. Ohio Life Insurance Agency
Affiliate Agency, Inc. Delaware Life Insurance Agency
Allnations, Inc. Ohio Promotes cooperative insurance corporations
worldwide
American Marine Underwriters, Inc. Florida Underwriting Manager
Auto Direkt Insurance Company Germany Insurance Company
The Beak and Wire Corporation Ohio Radio Tower Joint Venture
California Cash Management Company California Investment Securities Agent
Colonial County Mutual insurance Texas Insurance Company
Company
Colonial Insurance Company of California Insurance Company
California
Columbus Insurance Brokerage and Germany Insurance Broker
Service GMBH
Companies Agency Insurance Services California Insurance Broker
of California
Companies Agency of Alabama, Inc. Alabama Insurance Broker
Companies Agency of Idaho, Inc. Idaho Insurance Broker
Companies Agency of Illinois, Inc. Illinois Acts as Collection Agent for Policies placed
through Brokers
Companies Agency of Kentucky, Inc. Kentucky Insurance Broker
Companies Agency of Massachusetts, Massachusetts Insurance Broker
Inc.
Companies Agency of New York, Inc. New York Insurance Broker
Companies Agency of Pennsylvania, Inc. Pennsylvania Insurance Broker
Companies Agency of Phoenix, Inc. Arizona Insurance Broker
Companies Agency of Texas, Inc. Texas Insurance Broker
Companies Agency, Inc. Wisconsin Insurance Broker
Companies Annuity Agency of Texas, Texas Insurance Broker
Inc.
Countrywide Services Corporation Delaware Products Liability, Investigative and Claims
Management Services
</TABLE>
72 of 85
<PAGE> 47
<TABLE>
<CAPTION>
NO. VOTING
SECURITIES
STATE (SEE ATTACHED
OF ORGANIZATION CHART) UNLESS
COMPANY OTHERWISE PRINCIPAL BUSINESS
INDICATED
<S> <C> <C> <C>
Employers Insurance of Wausau A Wisconsin Insurance Company
Mutual Company
** Employers Life Insurance Company of Wisconsin Life Insurance Company
Wausau
F & B, Inc. Iowa Insurance Agency
Farmland Mutual Insurance Company Iowa Insurance Company
Financial Horizons Distributors Alabama Life Insurance Agency
Agency of Alabama, Inc.
Financial Horizons Distributors Ohio Insurance Agency
Agency of Ohio
Financial Horizons Distributors Oklahoma Life Insurance Agency
Agency of Oklahoma, Inc.
Financial Horizons Distributors Texas Life Insurance Agency
Agency of Texas, Inc.
* Financial Horizons Investment Trust Massachusetts Investment Company
Financial Horizons Securities Oklahoma Broker Dealer
Corporation
Gates, McDonald & Company Ohio Cost Control Business
Gates, McDonald & Company of Nevada Nevada Self-Insurance Administration Claims
Examinations and Data Processing Services
Gates, McDonald & Company of New New York Workers Compensation Claims Administration
York, Inc.
Greater La Crosse Health Plans, Inc. Wisconsin Writes Commercial Health and Medicare
Supplement Insurance
InHealth Agency, Inc. Ohio Insurance Agency
InHealth Management Systems, Inc. Ohio Develops and operates Managed Care Delivery
System
Insurance Intermediaries, Inc. Ohio Insurance Broker and Insurance Agency
Key Health Plan, Inc. California Pre-paid health plans
Landmark Financial Services of New New York Life Insurance Agency
York, Inc.
Leben Direkt Insurance Company Germany Life Insurance Company
Lone Star General Agency, Inc. Texas Insurance Agency
** MRM Investments, Inc. Ohio Owns and operates a Recreational Ski Facility
** National Casualty Company Michigan Insurance Company
National Casualty Company of America, Great Britain Insurance Company
Ltd.
</TABLE>
73 of 85
<PAGE> 48
<TABLE>
<CAPTION>
NO. VOTING
SECURITIES
STATE (SEE ATTACHED
OF ORGANIZATION CHART) UNLESS
COMPANY OTHERWISE PRINCIPAL BUSINESS
INDICATED
<S> <C> <C> <C>
** National Premium and Benefit Delaware Insurance Administrative Services
Administration Company
Nationwide Agribusiness Insurance Iowa Insurance Company
Company
Nationwide Asset Allocation Trust Massachusetts Investment Company
--------------------------------- ------------- ------------------
Nationwide Cash Management Company Ohio Investment Securities Agent
Nationwide Communications, Inc. Ohio Radio Broadcasting Business
Nationwide Community Urban Ohio Redevelopment of blighted areas within the
Redevelopment Corporation City of Columbus, Ohio
Nationwide Corporation Ohio Organized for the purpose of acquiring,
holding, encumbering, transferring, or
otherwise disposing of shares, bonds, and
other evidences of indebtedness, securities,
and contracts of other persons, associations,
corporations, domestic or foreign and to form
or acquire the control of other corporations
Nationwide Development Company Ohio Owns, leases and manages commercial real estate
Nationwide Financial Institution Delaware Insurance Agency
Distributors Agency, Inc.
** Nationwide Advisory Services, Inc. Ohio Registered Broker-Dealer, Investment Manager
and Administrator
Nationwide General Insurance Company Ohio Insurance Company
Nationwide HMO, Inc. Ohio Health Maintenance Organization
* Nationwide Indemnity Company Ohio Reinsurance Company
Nationwide Insurance Enterprise Ohio Membership Non-Profit Corporation
Foundation
Nationwide Insurance Golf Charities, Ohio Membership Non-Profit Corporation
Inc.
Nationwide Investing Foundation Michigan Investment Company
* Nationwide Investing Massachusetts Investment Company
Foundation II
Nationwide Investment Services Oklahoma Registered Broker-Dealer in Deferred
Corporation Compensation Market
Nationwide Investors Services, Inc. Ohio Stock Transfer Agent
** Nationwide Life and Annuity Insurance Ohio Life Insurance Company
Company
** Nationwide Life Insurance Company Ohio Life Insurance Company
Nationwide Lloyds Texas Texas Lloyds Company
</TABLE>
74 of 85
<PAGE> 49
<TABLE>
<CAPTION>
NO. VOTING
SECURITIES
STATE (SEE ATTACHED
OF ORGANIZATION CHART) UNLESS
COMPANY OTHERWISE PRINCIPAL BUSINESS
INDICATED
<S> <C> <C> <C>
Nationwide Mutual Fire Insurance Ohio Insurance Company
Company
Nationwide Mutual Insurance Company Ohio Insurance Company
Nationwide Property and Casualty Ohio Insurance Company
Insurance Company
** Nationwide Property Management, Inc. Ohio Owns, leases, manages and deals in Real
Property
* Nationwide Separate Account Trust Massachusetts Investment Company
NEA Valuebuilder Investor Services of Alabama Life Insurance Agency
Alabama, Inc.
NEA Valuebuilder Investor Services of Arizona Life Insurance Agency
Arizona, Inc.
NEA Valuebuilder Investor Services of Massachusetts Life Insurance Agency
Massachusetts, Inc.
NEA Valuebuilder Investor Services of Montana Life Insurance Agency
Montana, Inc.
NEA Valuebuilder Investor Services of Nevada Life Insurance Agency
Nevada, Inc.
NEA Valuebuilder Investor Services of Ohio Life Insurance Agency
Ohio, Inc.
NEA Valuebuilder Investor Services of Oklahoma Life Insurance Agency
Oklahoma, Inc.
NEA Valuebuilder Investor Services of Texas Life Insurance Agency
Texas, Inc.
NEA Valuebuilder Investor Services of Wyoming Life Insurance Agency
Wyoming
NEA Valuebuilder Investor Services, Delaware Life Insurance Agency
Inc.
NEA Valuebuilder Services Insurance Massachusetts Life Insurance Agency
Agency, Inc.
Neckura General Insurance Company Germany Insurance Company
Neckura Holding Company Germany Administrative Service for Neckura Insurance
Group
Neckura Insurance Company Germany Insurance Company
Neckura Life Insurance Company Germany Life Insurance Company
NWE, Inc. Ohio Special Investments
PEBSCO of Massachusetts Insurance Massachusetts Markets and Administers Deferred Compensation
Agency, Inc. Plans for Public Employees
</TABLE>
75 of 85
<PAGE> 50
<TABLE>
<CAPTION>
NO. VOTING
SECURITIES
STATE (SEE ATTACHED
OF ORGANIZATION CHART) UNLESS
COMPANY OTHERWISE PRINCIPAL BUSINESS
INDICATED
<S> <C> <C> <C>
PEBSCO of Texas, Inc. Texas Markets and Administers Deferred Compensation
Plans for Public Employees
Pension Associates of Wausau, Inc. Wisconsin Pension plan administration, record keeping
and consulting and compensation consulting
Public Employees Benefit Services Delaware Marketing and Administration of Deferred
corporation Employee Compensation Plans for Public
Employees
Public Employees Benefit Services Alabama Markets and Administers Deferred Compensation
Corporation of Alabama Plans for Public Employees
Public Employees Benefit Services Arkansas Markets and Administers Deferred Compensation
Corporation of Arkansas Plans for Public Employees
Public Employees Benefit Services Montana Markets and Administers Deferred Compensation
Corporation of Montana Plans for Public Employees
Public Employees Benefit Services New Mexico Markets and Administers Deferred Compensation
Corporation of New Mexico Plans for Public Employees
Scottsdale Indemnity Company Ohio Insurance Company
Scottsdale Insurance Company Ohio Insurance Company
SVM Sales GmbH, Neckura Insurance Germany Sales support for Neckura Insurance Group
Group
Wausau Business Insurance Company Illinois Insurance Company
Wausau General Insurance Company Illinois Insurance Company
Wausau Insurance Company (U.K.) United Kingdom Insurance and Reinsurance Company
Limited
Wausau International Underwriters California Special Risks, Excess and Surplus Lines
Insurance Underwriting Manager
** Wausau Preferred Health Insurance Wisconsin Insurance and Reinsurance Company
Company
Wausau Service Corporation Wisconsin Holding Company
Wausau Underwriters Insurance Company Wisconsin Insurance Company
** West Coast Life Insurance Company California Life Insurance Company
</TABLE>
76 of 85
<PAGE> 51
<TABLE>
<CAPTION>
NO. VOTING SECURITIES
(SEE ATTACHED CHART)
STATE UNLESS OTHERWISE
COMPANY OF ORGANIZATION INDICATED PRINCIPAL BUSINESS
<S> <C> <C> <C>
* MFS Variable Account Ohio Nationwide Life Separate Issuer of Annuity Contracts
Account
* NACo Variable Account Ohio Nationwide Life Separate Issuer of Annuity Contracts
Account
* Nationwide DC Variable Ohio Nationwide Life Separate Issuer of Annuity Contracts
Account
* Nationwide DC Variable Ohio Nationwide Life Separate Issuer of Annuity Contracts
Account II Account
* Nationwide Life Separate Account No. 1 Ohio Nationwide Life Separate Issuer of Annuity Contracts
Account
* Nationwide Multi-Flex Variable Account Ohio Nationwide Life Separate Issuer of Annuity Contracts
Account
* Nationwide VA Separate Account-A Ohio Nationwide Life and Annuity Issuer of Annuity Contracts
Separate Account
* Nationwide VA Separate Account-B Ohio Nationwide Life and Annuity Issuer of Annuity Contracts
Separate Account
Nationwide VA Separate Account-C Ohio Nationwide Life and Annuity Issuer of Annuity Contracts
Separate Account
* Nationwide VA Separate Account-Q Ohio Nationwide Life and Annuity Issuer of Annuity Contracts
Separate Account
* Nationwide Variable Account Ohio Nationwide Life Separate Issuer of Annuity Contracts
Account
* Nationwide Variable Account-II Ohio Nationwide Life Separate Issuer of Annuity Contracts
Account
* Nationwide Variable Account-3 Ohio Nationwide Life Separate Issuer of Annuity Contracts
Account
* Nationwide Variable Account-4 Ohio Nationwide Life Separate Issuer of Annuity Contracts
Account
* Nationwide Variable Account-5 Ohio Nationwide Life Separate Issuer of Annuity Contracts
Account
* Nationwide Fidelity Advisor Variable Ohio Nationwide Life Separate Issuer of Annuity Contracts
Account Account
* Nationwide Variable Account-6 Ohio Nationwide Life Separate Issuer of Annuity Contracts
Account
* Nationwide Variable Account-8 Ohio Nationwide Life Separate Issuer of Annuity Contracts
Account
* Nationwide VL Separate Ohio Nationwide Life and Annuity Issuer of Life Insurance
Account-A Separate Account Contracts
* Nationwide VL Separate Ohio Nationwide Life and Annuity Issuer of Life Insurance
Account-B Separate Account Contracts
* Nationwide VLI Separate Account Ohio Nationwide Life Separate Issuer of Life Insurance
Account Contracts
</TABLE>
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<PAGE> 52
<TABLE>
<S> <C> <C> <C>
* Nationwide VLI Separate Account-2 Ohio Nationwide Life Separate Issuer of Life Insurance
Account Contracts
* Nationwide VLI Separate Account-3 Ohio Nationwide Life Separate Issuer of Life Insurance
Account Contracts
</TABLE>
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<PAGE> 53
Nationwide Insurance Enterprise Organizational Chart*
*To be added by Post-Effective Amendment to the Registration Statement
to be filed prior to May 1, 1997.
<PAGE> 54
Item 27. NUMBER OF CONTRACT OWNERS
The number of Contract Owners of Qualified and Non-Qualified
Contracts as of January 31, 1997 was 1,984 and 2,823,
respectively.
Item 28. INDEMNIFICATION
Provision is made in the Company's Amended Code of Regulations and
expressly authorized by the General Corporation Law of the State
of Ohio, for indemnification by the Company of any person who was
or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative by reason
of the fact that such person is or was a director, officer or
employee of the Company, against expenses, including attorneys'
fees, judgments, fines and amounts paid in settlement actually and
reasonably incurred by such person in connection with such action,
suit or proceeding, to the extent and under the circumstances
permitted by the General Corporation Law of the State of Ohio.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 ("Act") may be permitted to directors,
officers or persons controlling the Company pursuant to the
foregoing provisions, the Company has been informed that in the
opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment
by the registrant of expenses incurred or paid by a director,
officer or controlling person of the registrant in the successful
defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the
securities being registered, the registrant will, unless in the
opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final
adjudication of such issue.
Item 29. PRINCIPAL UNDERWRITER
(a) Nationwide Advisory Services, Inc. ("NAS") acts as general
distributor for the Nationwide Multi-Flex Variable Account,
Nationwide DC Variable Account, Nationwide DC Variable
Account 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 also acts as principal underwriter for the
Nationwide Investing Foundation, Nationwide Separate
Account Trust, Financial Horizons Investment Trust, and
Nationwide Investing Foundation II, which are open-end
management investment companies.
(b) NATIONWIDE ADVISORY SERVICES, INC.
DIRECTORS AND OFFICERS
<TABLE>
<CAPTION>
POSITIONS AND OFFICES
NAME AND BUSINESS ADDRESS WITH UNDERWRITER
<S> <C>
Joseph J. Gasper President and Director
One Nationwide Plaza
Columbus, Ohio 43215
D. Richard McFerson Chairman of the Board of Directors and
One Nationwide Plaza Chairman and
Columbus, OH 43215 Chief Executive Officer--Nationwide
Insurance Enterprise and Director
Gordon E. McCutchan
One Nationwide Plaza Executive Vice President-Law and
Columbus, OH 43215 Corporate Services and Director
</TABLE>
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<PAGE> 55
(b) NATIONWIDE ADVISORY SERVICES, INC.
DIRECTORS AND OFFICERS
<TABLE>
<S> <C>
Robert A. Oakley Executive Vice President - Chief Financial
One Nationwide Plaza Officer and Director
Columbus, Ohio 43215
Robert J. Woodward Executive Vice President - Chief Investment
One Nationwide Plaza Officer and Director
Columbus, Ohio 43215
W. Sidney Druen Senior Vice President and
One Nationwide Plaza General Counsel and
Columbus, OH 43215 Assistant Secretary
James F. Laird, Jr. Vice President and General
One Nationwide Plaza Manager
Columbus, OH 43215
Peter J. Neckermann Vice President
One Nationwide Plaza
Columbus, OH 43215
Harry S. Schermer Vice President - Investments
One Nationwide Plaza
Columbus, OH 43215
Rae I. Mercer Secretary
One Nationwide Plaza
Columbus, OH 43215
William G. Goslee Treasurer
One Nationwide Plaza
Columbus, Ohio 43215
</TABLE>
<TABLE>
<CAPTION>
(c) NAME OF NET UNDERWRITING COMPENSATION ON
PRINCIPAL DISCOUNTS AND REDEMPTION OR BROKERAGE
UNDERWRITER COMMISSIONS ANNUITIZATION COMMISSIONS COMPENSATION
<S> <C> <C> <C> <C>
Nationwide
Advisory N/A N/A N/A N/A
Services,
Inc.
</TABLE>
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<PAGE> 56
Item 30. LOCATION OF ACCOUNTS AND RECORDS
Robert O. Cline
Nationwide Life and Annuity Insurance Company
One Nationwide Plaza
Columbus, OH 43216
Item 31. MANAGEMENT SERVICES
Not Applicable
Item 32. UNDERTAKINGS
The Registrant hereby undertakes to:
(a) file a post-effective amendment to this registration
statement as frequently as is necessary to ensure that the
audited financial statements in the registration statement
are never more than 16 months old for so long as payments
under the variable annuity contracts may be accepted;
(b) include either (1) as part of any application to purchase a
contract offered by the prospectus, a space that an
applicant can check to request a Statement of Additional
Information, or (2) a post card or similar written
communication affixed to or included in the prospectus that
the applicant can remove to send for a Statement of
Additional Information; and
(c) deliver any Statement of Additional Information and any
financial statements required to be made available under
this form promptly upon written or oral request.
The Registrant hereby represents that the fees and charges
deducted under the Contract in the aggregate are reasonable in
relation to the services rendered, the expenses expected to be
incurred and risks assumed by the Company.
The Registrant hereby represents that any contract offered by the
prospectus and which is issued pursuant to Section 403(b) of the
Code is issued by the Registrant in reliance upon, and in
compliance with, the Securities and Exchange Commission's
no-action letter to the American Council of Life Insurance
(publicly available November 28, 1988) which permits withdrawal
restrictions to the extent necessary to comply with IRC Section
403(b)(11).
83 of 85
<PAGE> 57
Offered by Nationwide Life and Annuity
Insurance Company
NATIONWIDE LIFE AND ANNUITY
INSURANCE COMPANY
Nationwide VA Separate Account-C
Individual Deferred Variable Annuity Contracts
PROSPECTUS
May 1, 1997
84 of 85
<PAGE> 58
SIGNATURES
As required by the Securities Act of 1933, and the Investment Company Act
of 1940, the Registrant, NATIONWIDE VA SEPARATE ACCOUNT-C has caused this
Post-Effective Amendment to be signed on its behalf in the City of Columbus, and
State of Ohio, on this 28th day of February, 1997.
NATIONWIDE VA SEPARATE ACCOUNT-C
----------------------------------------------
(Registrant)
NATIONWIDE LIFE AND ANNUITY INSURANCE COMPANY
----------------------------------------------
(Depositor)
By/s/JOSEPH P. RATH
----------------------------------------------
Joseph P. Rath
Vice President and Associate General Counsel
As required by the Securities Act of 1933, this Post-Effective Amendment has
been signed by the following persons in the capacities indicated on the 28th day
of February, 1997.
<TABLE>
<CAPTION>
SIGNATURE TITLE
<S> <C> <C>
LEWIS J. ALPHIN Director
- ------------------------------------
Lewis J. Alphin
KEITH W. ECKEL Director
- ------------------------------------
Keith W. Eckel
WILLARD J. ENGEL Director
- ------------------------------------
Willard J. Engel
FRED C. FINNEY Director
- ------------------------------------
Fred C. Finney
CHARLES L. FUELLGRAF, JR. Director
- ------------------------------------
Charles L. Fuellgraf, Jr.
JOSEPH J. GASPER President/Chief Operating Officer and Director
- ------------------------------------
Joseph J. Gasper
HENRY S. HOLLOWAY Chairman of the Board and Director
-----------------------------------
Henry S. Holloway
Chairman and Chief Executive Officer--Nationwide
D. RICHARD MCFERSON Insurance Enterprise and Director
- ------------------------------------
D. 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
ARDEN L. SHISLER Director
- ------------------------------------------
Arden L. Shisler
ROBERT L. STEWART Director
- ------------------------------------------
Robert L. Stewart
Director
NANCY C. THOMAS
- ------------------------------------------
Nancy C. Thomas
HAROLD W. WEIHL Director
- ------------------------------------------
Harold W. Weihl
</TABLE>
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<PAGE> 59
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned as directors
and/or officers of NATIONWIDE LIFE AND ANNUITY INSURANCE COMPANY, an Ohio
corporation, which has filed or will file with the 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 the Nationwide VA Separate Account-A, the Nationwide VA Separate Account-B,
the Nationwide VA Separate Account-C and the 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 the Nationwide Multiple Maturity Separate
Account-A; and the registration of variable life insurance policies in
connection with the Nationwide VL Separate Account-A of Nationwide Life and
Annuity Insurance Company, hereby constitutes and appoints D. Richard McFerson,
Joseph J. Gasper, Gordon E. McCutchan, 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
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 4th day of April, 1996.
<TABLE>
<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, JR.
- ------------------------------------------------------ /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 and Director Robert L. Stewart, Director
/s/ HENRY S. HOLLOWAY /s/ NANCY C. THOMAS
- ------------------------------------------------------ ------------------------------------------------------
Henry S. Holloway, Chairman of the Board, Director Nancy C. Thomas, Director
/s/ D. RICHARD MCFERSON /s/ HAROLD W. WEIHL
- ------------------------------------------------------ ------------------------------------------------------
D. Richard McFerson, Chairman and Harold W. Weihl, Director
Chief Executive Officer-Nationwide
Insurance Enterprise and Director
</TABLE>
