NATIONWIDE FIDELITY ADVISOR ANNUITY VARIABLE ACCOUNT
485BPOS, 2000-12-14
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<PAGE>   1
              As filed with the Securities and Exchange Commission.

                                                       `33 Act File No. 33-89560
================================================================================

                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549

                                    FORM N-4

                REGISTRATION STATEMENT UNDER THE SECURITIES [X]
                                   ACT OF 1933

                         POST-EFFECTIVE AMENDMENT NO. 11


                                       and

                        REGISTRATION STATEMENT UNDER THE
                       INVESTMENT COMPANY ACT OF 1940 [ ]


                  NATIONWIDE FIDELITY ADVISOR VARIABLE ACCOUNT
                           (EXACT NAME OF REGISTRANT)

                        NATIONWIDE LIFE 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


 PATRICIA R. HATLER, 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
[X] on January 2, 2001 pursuant to paragraph (b) of Rule 485
[ ] 60 days after filing pursuant to paragraph (a) of Rule 485
[ ] on (date) pursuant to paragraph (a) of Rule 485
[ ] this post-effective amendment designates a new effective date for a
    previously filed post-effective amendment.


================================================================================


<PAGE>   2



                  NATIONWIDE FIDELITY ADVISOR VARIABLE ACCOUNT
                     REFERENCE TO ITEMS REQUIRED BY FORM N-4

Caption in Prospectus and Statement of Additional Information and Other
Information
<TABLE>
<CAPTION>

N-4 ITEM                                                                                                 CAPTION
PART A     INFORMATION REQUIRED IN A PROSPECTUS
<S>        <C>                                                                                          <C>
Item 1.    Cover Page.................................................................................Cover Page
Item 2.    Definitions.................................................................Glossary of Special Terms
Item 3.    Synopsis or Highlights......................................................Synopsis of the Contracts
Item 4.    Condensed Financial Information.......................................Condensed Financial Information
Item 5.    General Description of Registrant, Depositor, and Portfolio
                Companies ..........................Nationwide Life Insurance Company; Investing in the Contract
Item 6.    Deductions and Expenses.................................................Standard Charges & Deductions
Item 7.    General Description of Variable
           Annuity Contracts.......................................Contract Ownership; Operation of the Contract
Item 8.    Annuity Period...............................................................Annuitizing the Contract
Item 9.    Death Benefit..........................................................................Death Benefits
Item 10.   Purchases and Contract Value................................................Operation of the Contract
Item 11.   Redemptions....................................................................Surrender (Redemption)
Item 12.   Taxes  ....................................................................Federal Tax Considerations
Item 13.   Legal Proceedings...................................................................Legal Proceedings
Item 14.   Table of Contents of the Statement of Additional
                Information.........................Table of Contents of the Statement of Additional Information

PART B     INFORMATION REQUIRED IN A STATEMENT OF ADDITIONAL INFORMATION
Item 15.   Cover Page.................................................................................Cover Page
Item 16.   Table of Contents...................................................................Table of Contents
Item 17.   General Information and History.......................................General Information and History
Item 18.   Services.....................................................................................Services
Item 19.   Purchase of Securities Being Offered.............................Purchase of Securities Being Offered
Item 20.   Underwriters.............................................................................Underwriters
Item 21.   Calculation of Performance Information.........................Calculation of Performance Information
Item 22.   Annuity Payments.....................................................................Annuity Payments
Item 23.   Financial Statements.............................................................Financial Statements

PART C     OTHER INFORMATION
Item 24.   Financial Statements and Exhibits.............................................................Item 24
Item 25.   Directors and Officers of the Depositor.......................................................Item 25
Item 26.   Persons Controlled by or Under Common Control with
                the Depositor or Registrant..............................................................Item 26
Item 27.   Number of Contract Owners.....................................................................Item 27
Item 28.   Indemnification...............................................................................Item 28
Item 29.   Principal Underwriter.........................................................................Item 29
Item 30.   Location of Accounts and Records..............................................................Item 30
Item 31.   Management Services...........................................................................Item 31
Item 32.   Undertakings..................................................................................Item 32
</TABLE>


<PAGE>   3



                       SUPPLEMENT DATED JANUARY 2, 2001 TO
                        PROSPECTUS DATED MAY 1, 2000 FOR
           MODIFIED SINGLE PREMIUM DEFERRED VARIABLE ANNUITY CONTRACTS
                                    ISSUED BY
                        NATIONWIDE LIFE INSURANCE COMPANY
                                   THROUGH ITS
                  NATIONWIDE FIDELITY ADVISOR VARIABLE ACCOUNT

THIS SUPPLEMENT UPDATES CERTAIN INFORMATION CONTAINED IN YOUR PROSPECTUS. PLEASE
READ IT AND KEEP IT WITH YOUR PROSPECTUS FOR FUTURE REFERENCE.

1.   PAGE 1 OF YOUR PROSPECTUS IS AMENDED TO INCLUDE THE FOLLOWING UNDERLYING
     MUTUAL FUND:

     Fidelity VIP III Aggressive Growth Portfolio: Service Class

2.   THE "DEATH BENEFIT OPTIONS" PROVISION OF THE SECTION ENTITLED "ADDITIONAL
     CONTRACT OPTIONS" IS DELETED AND REPLACED WITH THE FOLLOWING:

     DEATH BENEFIT OPTIONS

     Applicants may choose among the following death benefits as a replacement
     for the Five-Year Reset Death Benefit that is standard to every contract if
     their contract is issued on or after the later of January 2, 2001 or the
     date on which state insurance authorities approve applicable contract
     modifications:
<TABLE>
<S>                                                                                     <C>
     Optional One-Year Enhanced Death Benefit with Long Term Care/Nursing Home
     Waiver and Spousal Protection...........................................................0.15%

     Total Variable Account Charges
     (including option only). ...............................................................1.10%

     Optional Greater of One-Year or 5% Enhanced Death Benefit with Long Term
     Care/Nursing Home Waiver and Spousal Protection.........................................0.20%
         Total Variable Account Charges
         (including option only).............................................................1.15%

     Applicants may choose among the following death benefits as a replacement
     for the Five-Year Reset Death Benefit that is standard to every contract if
     their contract is issued prior to January 2, 2001 or on a date prior to
     which state insurance authorities approve the contract options listed above:

     Optional One-Year Step Up Death Benefit.................................................0.05%
         Total Variable Account Charges
         (including option only).............................................................1.00%

     Optional 5% Enhanced Death Benefit......................................................0.10%
        Total Variable Account Charges
        (including option only)..............................................................1.05%


</TABLE>
<PAGE>   4

<TABLE>
<CAPTION>
3.  THE "GUARANTEED MINIMUM INCOME BENEFIT OPTION" PROVISION OF THE SECTION
    ENTITLED "ADDITIONAL CONTRACT OPTIONS" IS DELETED AND REPLACED WITH THE
    FOLLOWING:
<S>                                                                        <C>
    Applicants may elect one of two Guaranteed Minimum Income Benefit options
    (see "Guaranteed Minimum Income Benefit Options"). Not all options may be
    available in every state.

    Guaranteed Minimum Income Benefit Option 1..............................0.45%
           Total Variable Account Charges
           (including Guaranteed Minimum Income Benefit Option 1 only)......1.40%

    Guaranteed Minimum Income Benefit Option 2..............................0.30%
           Total Variable Account Charges
           (including Guaranteed Minimum Income Benefit Option 2 only)......1.25%
</TABLE>

<TABLE>
<CAPTION>

4.   THE "UNDERLYING MUTUAL FUND ANNUAL EXPENSES" TABLE IS AMENDED TO INCLUDE THE FOLLOWING:

                     UNDERLYING MUTUAL FUND ANNUAL EXPENSES

      (AS A PERCENTAGE OF UNDERLYING MUTUAL FUND NET ASSETS, AFTER EXPENSE
                                 REIMBURSEMENT)


                                                                 Management        Other         12b-1     Total Underlying
                                                                    Fees         Expenses         Fees       Mutual Fund
                                                                                                               Expenses

<S>                                                                <C>            <C>            <C>            <C>
       Fidelity VIP III Aggressive Growth Portfolio: Service       0.63%          0.48%          0.10%          1.21%
       Class*
</TABLE>


     *Based on estimated expenses for the first year.

     The expenses shown above are deducted by the underlying mutual fund before
     it provides Nationwide with the daily net asset value. Nationwide then
     deducts applicable variable account charges from the net asset value in
     calculating the unit value of the corresponding sub-account. The management
     fees and other expenses are more fully described in the prospectus for each
     underlying mutual fund. Information relating to the underlying mutual funds
     was provided by the underlying mutual funds and not independently verified
     by Nationwide.

5.   THE "EXAMPLE" IS AMENDED TO INCLUDE THE FOLLOWING:

     The following chart shows the expenses (in dollars) that would be incurred
     under this contract assuming a $1,000 investment, 5% annual return, and no
     change in expenses. 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.

     The example reflects expenses of both the variable account and the
     underlying mutual funds. The assumed variable account charge is 2.70% which
     is the maximum charge for the maximum number of rider options.


<PAGE>   5



     For those contracts that do not elect the maximum number of options, the
     expenses are reduced. Deductions for premium taxes are not reflected but
     may apply.

<TABLE>
<CAPTION>

                               If you surrender your contract If you do not surrender your     If you annuitize your
                                at the end of the applicable   contract at the end of the             contract
                                        time period              applicable time period     at the end of the 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>     <C>
Fidelity VIP III Aggressive     104     178    245     427      41    124    209     427      *     124    209     427
Growth Portfolio: Service
Class*
</TABLE>


     *The contracts sold under this prospectus do not permit annuitization
     during the first two contract years.

6.   THE FIFTH PARAGRAPH OF THE "CHARGES AND EXPENSES" PROVISION IS DELETED AND
     REPLACED WITH THE FOLLOWING:

Optional death benefits are available under the contract. For contracts issued
on or after the later of January 2, 2001 or the date on which state insurance
authorities approve applicable contract modifications, Nationwide will deduct an
additional charge at an annualized rate of 0.15% of the daily net assets of the
variable account if the One-Year Enhanced Death Benefit with Long Term
Care/Nursing Home Waiver and Spousal Protection is elected or 0.20% of the daily
net assets of the variable account if the Greater of One-Year or 5% Enhanced
Death Benefit with Long Term Care/Nursing Home Waiver and Spousal Protection is
elected. For contracts issued prior to January 2, 2001 or on a date prior to
which state insurance authorities approve the contract options listed above,
Nationwide will deduct an annualized rate of 0.05% of the daily net assets of
the variable account if the One-Year Step Up Death Benefit is elected, or 0.10%
of the daily net assets of the variable account if the 5% Enhanced Death Benefit
is elected.

7.   THE SIXTH PARAGRAPH OF THE "CHARGES AND EXPENSES" PROVISION IS DELETED AND
     REPLACED WITH THE FOLLOWING:

Two Guaranteed Minimum Income Benefit options are available under the contract.
If the contract owner elects one of the Guaranteed Minimum Income Benefit
options, Nationwide will deduct an additional charge at an annualized rate of
0.45% or 0.30% of the daily net assets of the variable account, depending on
which option was chosen (see "Guaranteed Minimum Income Benefits").

8.   THE "DEATH BENEFIT OPTIONS" PROVISION OF THE SECTION ENTITLED "OPTIONAL
     CONTRACT BENEFITS, CHARGES AND DEDUCTIONS" AND THE "ONE-YEAR STEP UP DEATH
     BENEFIT" AND "5% ENHANCED DEATH BENEFIT" PROVISIONS OF THE SECTION ENTITLED
     "DEATH BENEFIT PAYMENT" ARE DELETED AND REPLACED WITH THE FOLLOWING:

The following death benefit options are available with the contracts. Not all of
the death benefit options may be available in every state.

THE FOLLOWING BENEFITS ARE AVAILABLE FOR CONTRACTS ISSUED ON OR AFTER THE LATER
OF JANUARY 2, 2001 OR THE DATE ON WHICH STATE INSURANCE AUTHORITIES APPROVE
APPLICABLE CONTRACT MODIFICATIONS.

If the contract owner chooses an optional death benefit, Nationwide will deduct
a charge equal to an annualized rate of either 0.15% (for the One-Year Enhanced
Death Benefit with Long Term Care/Nursing Home Waiver and Spousal Protection) or
0.20% (for the Greater of One-Year or 5%


<PAGE>   6


Enhanced Death Benefit with Long Term Care/Nursing Home Waiver and Spousal
Protection) of the daily net assets of the variable account, depending upon
which option was chosen. Each benefit is described below.

One-Year Enhanced Death Benefit

If the annuitant dies before the annuitization date, the death benefit will be
the greatest of:

(1)  the contract value;
(2)  the total of all purchase payments, less an adjustment for amounts
     surrendered; or
(3)  the highest contract value on any contract anniversary before the
     annuitant's 86th birthday, less an adjustment for amounts subsequently
     surrendered, plus purchase payments received after that contract
     anniversary.

The adjustment for amounts surrendered will reduce items (2) and (3) above in
the same proportion that the contract value was reduced on the date(s) of the
partial surrender(s).

Greater of One-Year or 5% Enhanced Death Benefit

If the annuitant dies before the annuitization date, the death benefit will be
the greatest of:

(1)  the contract value;
(2)  the total of all purchase payments, less an adjustment for amounts
     surrendered;
(3)  the highest contract value on any contract anniversary before the
     annuitant's 86th birthday, less an adjustment for amounts subsequently
     surrendered, plus purchase payments received after that contract
     anniversary; or
(4)  the 5% interest anniversary value.

The adjustment for amounts surrendered will reduce items (2) and (3) above in
the same proportion that the contract value was reduced on the date(s) of the
partial surrender(s).

The 5% Interest Anniversary Value is equal to purchase payments minus amounts
surrendered, accumulated at 5% compound interest until the last contract
anniversary prior to the annuitant's 86th birthday. Such total accumulated
amount shall not exceed 200% of the net of purchase payments and amounts
surrendered. The adjustment for amounts subsequently surrendered after the most
recent contract anniversary will reduce the 5% Interest Anniversary Value in the
same proportion that the contract value was reduced on the date(s) of the
partial surrender(s).

EACH DEATH BENEFIT OPTION HAS A SPOUSAL PROTECTION FEATURE. THE SPOUSAL
PROTECTION FEATURE ALLOWS THE SURVIVING SPOUSE TO CONTINUE THE CONTRACT WHILE
RECEIVING THE ECONOMIC BENEFIT OF THE DEATH BENEFIT UPON THE DEATH OF THE OTHER
SPOUSE. THE SPOUSAL PROTECTION FEATURE IS AVAILABLE ONLY FOR CONTRACTS ISSUED AS
NON-QUALIFIED CONTRACTS, INDIVIDUAL RETIREMENT ANNUITIES (IRAS) AND ROTH IRAS,
PROVIDED THE CONDITIONS DESCRIBED BELOW ARE SATISFIED. THERE IS NO ADDITIONAL
CHARGE FOR THIS FEATURE.

(1)  One or both spouses (or a revocable trust of which either or both of the
     spouses is/are grantor(s) must be named as the contract owner. For
     contracts issued as IRAs or Roth IRAs, only the person for whom the IRA or
     Roth IRA was established may be named as the sole contract owner;
(2)  The spouses must be co-annuitants;


<PAGE>   7


(3)  Both co-annuitants must be age 85 or younger at the time the contract is
     issued;
(4)  The spouses must each be named as beneficiaries;
(5)  No person other than a spouse may be named as contract owner, annuitant or
     primary beneficiary;
(6)  If both spouses are alive upon annuitization, the contract owner must
     specify which spouse is the annuitant upon whose continuation of life any
     annuity payments involving life contingencies depend (for contracts issued
     as IRAs or Roth IRAs, this person will be the contract owner);
(7)  If a co-annuitant dies before the annuitization date, the surviving spouse
     may continue the contract as its sole contract owner. If the chosen death
     benefit is higher than the contract value at the time of death, the
     contract value will be adjusted to equal the applicable death benefit
     amount. The surviving spouse may then name a new beneficiary but may not
     name another co-annuitant; and
(8)  If a co-annuitant is added at any time after the election of the optional
     death benefit rider, a copy of the certificate of marriage must be provided
     to the home office. In addition, the date of marriage must be after the
     election of the death benefit option.

THE FOLLOWING BENEFITS ARE AVAILABLE FOR CONTRACTS ISSUED PRIOR TO JANUARY 2,
2001 OR ON A DATE PRIOR TO WHICH STATE INSURANCE AUTHORITIES APPROVE THE
CONTRACT MODIFICATIONS LISTED ABOVE.

If the contract owner chooses an optional death benefit, Nationwide will deduct
a charge equal to an annualized rate of either 0.05% (for the One-Year Step Up
Death Benefit) or 0.10% (for the 5% Enhanced Death Benefit) of the daily net
assets of the variable account, depending upon which option was chosen. Each
benefit is described below.

One-Year Step Up Death Benefit

If the annuitant dies before the annuitization date, the death benefit will be
the greatest of:

(1)  the contract value;
(2)  the total of all purchase payments, less an adjustment for amounts
     surrendered; or
(3)  the highest contract value on any contract anniversary before the
     annuitant's 86th birthday, less an adjustment for amounts subsequently
     surrendered, plus purchase payments received after that contract
     anniversary.

The adjustment for amounts surrendered will reduce items (2) and (3) above in
the same proportion that the contract value was reduced on the date(s) or the
partial surrender(s).

5% Enhanced Death Benefit

If the annuitant dies before the annuitization date, the death benefit will be
the greater of:

(1)  the contract value; or
(2)  the total of all purchase payments, less any amounts surrendered,
     accumulated at 5% simple interest from the date of each purchase payment or
     surrender to the most recent contract anniversary prior to the annuitant's
     86th birthday, less an adjustment for amounts subsequently surrendered,
     plus purchase payments received since that contract anniversary.

The total accumulated amount will not exceed 200% of the net of purchase
payments and amounts surrendered. The adjustment for amounts subsequently
surrendered after the most recent contract


<PAGE>   8



anniversary will reduce 5% interest anniversary value in the same proportion
that the contract value was reduced on the date(s) of the partial surrender(s).

IN ADDITION, ALL OPTIONAL DEATH BENEFITS HAVE A LONG TERM CARE FACILITY AND
TERMINAL ILLNESS BENEFIT AVAILABLE AT NO ADDITIONAL CHARGE PROVIDED THE
CONDITIONS DESCRIBED BELOW ARE SATISFIED.

No CDSC will be charged if:

(1)  the third contract anniversary has passed; and
(2)  the contract owner has been confined to a long-term care facility or
     hospital for a continuous 90-day period that began after the contract issue
     date; or
(3)  the contract owner has been diagnosed by a physician to have a terminal
     illness; and
(4)  Nationwide receives and records such a letter from that physician
     indicating such diagnosis.

Written notice and proof of terminal illness or confinement for 90 days in a
hospital or long term care facility must be received in a form satisfactory to
Nationwide and recorded at Nationwide's home office prior to waiver of the CDSC.

In the case of joint ownership, the waivers will apply if either joint owner
meets the qualifications listed above. For those contracts that have a
non-natural person as contract owner as an agent for a natural person, the
annuitant may exercise the right of the contract owner for purposes described in
this provision. If the non-natural contract owner does not own the contract as
an agent for a natural person (.e.g., the contract owner is a corporation or a
trust for the benefit of an entity), the annuitant may not exercise the rights
described in this provision.

9.   THE "GUARANTEED MINIMUM INCOME BENEFIT" PROVISION OF THE SECTION ENTITLED
     "OPTIONAL

CONTRACT BENEFITS, CHARGES AND DEDUCTIONS" IS DELETED AND REPLACED WITH THE
FOLLOWING:

The contract owner can purchase one of two Guaranteed Minimum Income Benefit
options at the time of application. If elected, Nationwide will deduct an
additional charge at an annualized rate of either 0.45% or 0.30% of the daily
net assets of the variable account, depending on which option was chosen.
Guaranteed Minimum Income Benefit options provide for a minimum guaranteed value
that may replace the contract value as the amount to be annuitized under certain
circumstances. A Guaranteed Minimum Income Benefit may afford protection against
unfavorable investment performance.

10.  THE PROVISIONS "HOW IS THE GUARANTEED ANNUITIZATION VALUE DETERMINED?" AND
     "SPECIAL RESTRICTIONS FOR A GMIB" IN THE SECTION ENTITLED "GUARANTEED
     MINIMUM INCOME BENEFIT OPTION ("GMIB")" ARE DELETED AND REPLACED WITH THE
     FOLLOWING:

How is the Guaranteed Annuitization Value Determined?

There are two options available at the time of application. The Guaranteed
Annuitization Value is determined differently based on which option the contract
owner elects.

<PAGE>   9



Calculation Under GMIB Option 1

The Guaranteed Annuitization Value is equal to (a) - (b), but will never be
greater than 200% of all purchase payments, where:

(a)  is the sum of all purchase payments, plus interest accumulated at a
     compounded annual rate of 5% starting at the date of issue and ending on
     the contract anniversary occurring immediately prior to the annuitant's
     86th birthday;
(b)  is the reduction to (a) due to surrenders made from the contract. All such
     reductions will be proportionately the same as reductions to the contract
     value caused by surrenders. For example, a surrender which reduces the
     contract value by 25% will also reduce the Guaranteed Annuitization Value
     by 25%.

Special Restrictions for GMIB Option 1

After the first contract year, if the value of the contract owner's fixed
account allocation becomes greater than 30% of the contract value in any
contract year due to:

(1)      the application of additional purchase payments;
(2)      surrenders; or
(3)      transfers from the variable account,

then 0% interest will accrue in that contract year for purposes of calculating
the Guaranteed Annuitization Value.

If the contract owner's fixed account allocation becomes greater than 30% of the
contract value solely as a result of fluctuations in the value of the variable
account, then interest will continue to accrue for the purposes of the
Guaranteed Annuitization Value at 5% annually, subject to the other terms and
conditions outlined herein.

Calculation Under GMIB Option 2

The Guaranteed Annuitization Value will be equal to the highest contract value
on any contract anniversary occurring prior to the annuitant's 86th birthday,
less an adjustment for amounts surrendered, plus purchase payments received
after that contract anniversary.

11.  "APPENDIX A: OBJECTIVES FOR UNDERLYING MUTUAL FUNDS" IS AMENDED TO INCLUDE
     THE FOLLOWING:

     VIP III AGGRESSIVE GROWTH: SERVICE CLASS
     Investment Objective: Seeks capital appreciation by investing the fund's
     assets primarily in common stocks of companies FMR believes offer potential
     for accelerated earnings or revenue growth. Companies with high growth
     potential tend to be companies with higher than average price/earnings
     (P/E) ratios. Companies with strong growth potential often have new
     products, technologies, distribution channels, opportunities, or have a
     strong industry or market position. FMR may invest the fund's assets in
     securities of foreign issuers in addition to securities of domestic
     issuers. FMR may lend the fund's securities to broker-dealers or other
     institutions to earn income for the fund. FMR may use various techniques,
     such as buying and selling futures contracts, to increase or decrease the
     fund's exposure to changing security prices or other factors that affect
     security values.


<PAGE>   10



                       SUPPLEMENT DATED JANUARY 2, 2001 TO
                        PROSPECTUS DATED MAY 1, 2000 FOR
           MODIFIED SINGLE PREMIUM DEFERRED VARIABLE ANNUITY CONTRACTS
                                    ISSUED BY
                        NATIONWIDE LIFE INSURANCE COMPANY
                                   THROUGH ITS
                  NATIONWIDE FIDELITY ADVISOR VARIABLE ACCOUNT

THIS SUPPLEMENT UPDATES CERTAIN INFORMATION CONTAINED IN YOUR PROSPECTUS. PLEASE
READ IT AND KEEP IT WITH YOUR PROSPECTUS FOR FUTURE REFERENCE.

1.   PAGE 1 OF YOUR PROSPECTUS IS AMENDED TO INCLUDE THE FOLLOWING UNDERLYING
     MUTUAL FUND:

     Fidelity VIP III Aggressive Growth Portfolio: Service Class 2

2.  THE "DEATH BENEFIT OPTIONS" PROVISION OF THE SECTION ENTITLED "ADDITIONAL
    CONTRACT OPTIONS" IS DELETED AND REPLACED WITH THE FOLLOWING:

    DEATH BENEFIT OPTIONS

    Applicants may choose among the following death benefits as a replacement
    for the Five-Year Reset Death Benefit that is standard to every contract if
    their contract is issued on or after the later of January 2, 2001 or the
    date on which state insurance authorities approve applicable contract
    modifications:

<TABLE>
<S>                                                                                                                <C>
    Optional One-Year Enhanced Death Benefit with Long Term Care/Nursing Home Waiver and
    Spousal Protection..............................................................................................0.15%
       Total Variable Account Charges
       (including option only). ....................................................................................1.10%

    Optional Greater of One-Year or 5% Enhanced Death Benefit with Long Term Care/Nursing
    Home Waiver and Spousal Protection..............................................................................0.20%
       Total Variable Account Charges
       (including option only)......................................................................................1.15%

    Applicants may choose among the following death benefits as a replacement
    for the Five-Year Reset Death Benefit that is standard to every contract if
    their contract is issued prior to January 2, 2001 or on a date prior to
    which state insurance authorities approve the contract options listed above:

    Optional One-Year Step Up Death Benefit.........................................................................0.05%
       Total Variable Account Charges
       (including option only)......................................................................................1.00%

    Optional 5% Enhanced Death Benefit..............................................................................0.10%
       Total Variable Account Charges
       (including option only)......................................................................................1.05%
</TABLE>



<PAGE>   11




3.  THE "GUARANTEED MINIMUM INCOME BENEFIT OPTION" PROVISION OF THE SECTION
    ENTITLED "ADDITIONAL CONTRACT OPTIONS" IS DELETED AND REPLACED WITH THE
    FOLLOWING:

    Applicants may elect one of two Guaranteed Minimum Income Benefit options
    (see "Guaranteed Minimum Income Benefit Options"). Not all options may be
    available in every state.

Guaranteed Minimum Income Benefit Option 1................................0.45%
       Total Variable Account Charges
       (including Guaranteed Minimum Income Benefit Option 1 only)........1.40%

Guaranteed Minimum Income Benefit Option 2 ...............................0.30%
       Total Variable Account Charges
       (including Guaranteed Minimum Income Benefit Option 2 only) .......1.25%

4.   THE "UNDERLYING MUTUAL FUND ANNUAL EXPENSES" TABLE IS AMENDED TO INCLUDE
     THE FOLLOWING:



                     UNDERLYING MUTUAL FUND ANNUAL EXPENSES

      (AS A PERCENTAGE OF UNDERLYING MUTUAL FUND NET ASSETS, AFTER EXPENSE
                                 REIMBURSEMENT)

<TABLE>
<CAPTION>

                                                                 Management        Other         12b-1     Total Underlying
                                                                    Fees         Expenses         Fees       Mutual Fund
                                                                                                               Expenses

<S>                                                                <C>            <C>            <C>            <C>
       Fidelity VIP III Aggressive Growth Portfolio: Service       0.63%          0.48%          0.25%          1.36%
       Class  2*
</TABLE>


     *Based on estimated expenses for the first year.

     The expenses shown above are deducted by the underlying mutual fund before
     it provides Nationwide with the daily net asset value. Nationwide then
     deducts applicable variable account charges from the net asset value in
     calculating the unit value of the corresponding sub-account. The management
     fees and other expenses are more fully described in the prospectus for each
     underlying mutual fund. Information relating to the underlying mutual funds
     was provided by the underlying mutual funds and not independently verified
     by Nationwide.

5.   THE "EXAMPLE" IS AMENDED TO INCLUDE THE FOLLOWING:

     The following chart shows the expenses (in dollars) that would be incurred
     under this contract assuming a $1,000 investment, 5% annual return, and no
     change in expenses. 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.

     The example reflects expenses of both the variable account and the
     underlying mutual funds. The assumed variable account charge is 2.70% which
     is the maximum charge for the maximum number of rider options.

     For those contracts that do not elect the maximum number of options, the
     expenses are reduced. Deductions for premium taxes are not reflected but
     may apply.


<PAGE>   12

<TABLE>
<CAPTION>


                               If you surrender your contract If you do not surrender your     If you annuitize your
                                at the end of the applicable   contract at the end of the             contract
                                        time period              applicable time period     at the end of the 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>     <C>
Fidelity VIP III Aggressive     106     183    252     441      43    129    216     441      *     129    216     441
Growth Portfolio: Service
Class 2
</TABLE>


     *The contracts sold under this prospectus do not permit annuitization
     during the first two contract years.

6.   THE FIFTH PARAGRAPH OF THE "CHARGES AND EXPENSES" PROVISION IS DELETED AND
     REPLACED WITH THE FOLLOWING:

Optional death benefits are available under the contract. For contracts issued
on or after the later of January 2, 2001 or the date on which state insurance
authorities approve applicable contract modifications, Nationwide will deduct an
additional charge at an annualized rate of 0.15% of the daily net assets of the
variable account if the One-Year Enhanced Death Benefit with Long Term
Care/Nursing Home Waiver and Spousal Protection is elected or 0.20% of the daily
net assets of the variable account if the Greater of One-Year or 5% Enhanced
Death Benefit with Long Term Care/Nursing Home Waiver and Spousal Protection is
elected. For contracts issued prior to January 2, 2001 or on a date prior to
which state insurance authorities approve the contract options listed above,
Nationwide will deduct an annualized rate of 0.05% of the daily net assets of
the variable account if the One-Year Step Up Death Benefit is elected, or 0.10%
of the daily net assets of the variable account if the 5% Enhanced Death Benefit
is elected.

7.   THE SIXTH PARAGRAPH OF THE "CHARGES AND EXPENSES" PROVISION IS DELETED AND
     REPLACED WITH THE FOLLOWING:

Two Guaranteed Minimum Income Benefit options are available under the contract.
If the contract owner elects one of the Guaranteed Minimum Income Benefit
options, Nationwide will deduct an additional charge at an annualized rate of
0.45% or 0.30% of the daily net assets of the variable account, depending on
which option was chosen (see "Guaranteed Minimum Income Benefits").

8.   THE "DEATH BENEFIT OPTIONS" PROVISION OF THE SECTION ENTITLED "OPTIONAL
     CONTRACT BENEFITS, CHARGES AND DEDUCTIONS" AND THE "ONE-YEAR STEP UP DEATH
     BENEFIT" AND "5% ENHANCED DEATH BENEFIT" PROVISIONS OF THE SECTION ENTITLED
     "DEATH BENEFIT PAYMENT" ARE DELETED AND REPLACED WITH THE FOLLOWING:

The following death benefit options are available with the contracts. Not all of
the death benefit options may be available in every state.

THE FOLLOWING BENEFITS ARE AVAILABLE FOR CONTRACTS ISSUED ON OR AFTER THE LATER
OF JANUARY 2, 2001 OR THE DATE ON WHICH STATE INSURANCE AUTHORITIES APPROVE
APPLICABLE CONTRACT MODIFICATIONS.

If the contract owner chooses an optional death benefit, Nationwide will deduct
a charge equal to an annualized rate of either 0.15% (for the One-Year Enhanced
Death Benefit with Long Term Care/Nursing Home Waiver and Spousal Protection) or
0.20% (for the Greater of One-Year or 5% Enhanced Death Benefit with Long Term
Care/Nursing Home Waiver and Spousal Protection) of the



<PAGE>   13



daily net assets of the variable account, depending upon which option was
chosen. Each benefit is described below.

One-Year Enhanced Death Benefit

If the annuitant dies before the annuitization date, the death benefit will be
the greatest of:

(1)  the contract value;
(2)  the total of all purchase payments, less an adjustment for amounts
     surrendered; or
(3)  the highest contract value on any contract anniversary before the
     annuitant's 86th birthday, less an adjustment for amounts subsequently
     surrendered, plus purchase payments received after that contract
     anniversary.

The adjustment for amounts surrendered will reduce items (2) and (3) above in
the same proportion that the contract value was reduced on the date(s) of the
partial surrender(s).

Greater of One-Year or 5% Enhanced Death Benefit

If the annuitant dies before the annuitization date, the death benefit will be
the greatest of:

(1)  the contract value;
(2)  the total of all purchase payments, less an adjustment for amounts
     surrendered;
(3)  the highest contract value on any contract anniversary before the
     annuitant's 86th birthday, less an adjustment for amounts subsequently
     surrendered, plus purchase payments received after that contract
     anniversary; or
(4)  the 5% interest anniversary value.

The adjustment for amounts surrendered will reduce items (2) and (3) above in
the same proportion that the contract value was reduced on the date(s) of the
partial surrender(s).

The 5% Interest Anniversary Value is equal to purchase payments minus amounts
surrendered, accumulated at 5% compound interest until the last contract
anniversary prior to the annuitant's 86th birthday. Such total accumulated
amount shall not exceed 200% of the net of purchase payments and amounts
surrendered. The adjustment for amounts subsequently surrendered after the most
recent contract anniversary will reduce the 5% Interest Anniversary Value in the
same proportion that the contract value was reduced on the date(s) of the
partial surrender(s).

EACH DEATH BENEFIT OPTION HAS A SPOUSAL PROTECTION FEATURE. THE SPOUSAL
PROTECTION FEATURE ALLOWS THE SURVIVING SPOUSE TO CONTINUE THE CONTRACT WHILE
RECEIVING THE ECONOMIC BENEFIT OF THE DEATH BENEFIT UPON THE DEATH OF THE OTHER
SPOUSE. THE SPOUSAL PROTECTION FEATURE IS AVAILABLE ONLY FOR CONTRACTS ISSUED AS
NON-QUALIFIED CONTRACTS, INDIVIDUAL RETIREMENT ANNUITIES (IRAS) AND ROTH IRAS,
PROVIDED THE CONDITIONS DESCRIBED BELOW ARE SATISFIED. THERE IS NO ADDITIONAL
CHARGE FOR THIS FEATURE.

(1)  One or both spouses (or a revocable trust of which either or both of the
     spouses is/are grantor(s) must be named as the contract owner. For
     contracts issued as IRAs or Roth IRAs, only the person for whom the IRA or
     Roth IRA was established may be named as the sole contract owner;
(2)  The spouses must be co-annuitants;



<PAGE>   14


(3)  Both co-annuitants must be age 85 or younger at the time the contract is
     issued;
(4)  The spouses must each be named as beneficiaries;
(5)  No person other than a spouse may be named as contract owner, annuitant or
     primary beneficiary;
(6)  If both spouses are alive upon annuitization, the contract owner must
     specify which spouse is the annuitant upon whose continuation of life any
     annuity payments involving life contingencies depend (for contracts issued
     as IRAs or Roth IRAs, this person will be the contract owner);
(7)  If a co-annuitant dies before the annuitization date, the surviving spouse
     may continue the contract as its sole contract owner. If the chosen death
     benefit is higher than the contract value at the time of death, the
     contract value will be adjusted to equal the applicable death benefit
     amount. The surviving spouse may then name a new beneficiary but may not
     name another co-annuitant; and
(8)  If a co-annuitant is added at any time after the election of the optional
     death benefit rider, a copy of the certificate of marriage must be provided
     to the home office. In addition, the date of marriage must be after the
     election of the death benefit option.

THE FOLLOWING BENEFITS ARE AVAILABLE FOR CONTRACTS ISSUED PRIOR TO JANUARY 2,
2001 OR ON A DATE PRIOR TO WHICH STATE INSURANCE AUTHORITIES APPROVE THE
CONTRACT MODIFICATIONS LISTED ABOVE.

If the contract owner chooses an optional death benefit, Nationwide will deduct
a charge equal to an annualized rate of either 0.05% (for the One-Year Step Up
Death Benefit) or 0.10% (for the 5% Enhanced Death Benefit) of the daily net
assets of the variable account, depending upon which option was chosen. Each
benefit is described below.

One-Year Step Up Death Benefit

If the annuitant dies before the annuitization date, the death benefit will be
the greatest of:

(1)  the contract value;
(2)  the total of all purchase payments, less an adjustment for amounts
     surrendered; or
(3)  the highest contract value on any contract anniversary before the
     annuitant's 86th birthday, less an adjustment for amounts subsequently
     surrendered, plus purchase payments received after that contract
     anniversary.

The adjustment for amounts surrendered will reduce items (2) and (3) above in
the same proportion that the contract value was reduced on the date(s) or the
partial surrender(s).

5% Enhanced Death Benefit

If the annuitant dies before the annuitization date, the death benefit will be
the greater of:

(1)  the contract value; or
(2)  the total of all purchase payments, less any amounts surrendered,
     accumulated at 5% simple interest from the date of each purchase payment or
     surrender to the most recent contract anniversary prior to the annuitant's
     86th birthday, less an adjustment for amounts subsequently surrendered,
     plus purchase payments received since that contract anniversary.

The total accumulated amount will not exceed 200% of the net of purchase
payments and amounts surrendered. The adjustment for amounts subsequently
surrendered after the most recent contract


<PAGE>   15


anniversary will reduce 5% interest anniversary value in the same proportion
that the contract value was reduced on the date(s) of the partial surrender(s).

IN ADDITION, ALL OPTIONAL DEATH BENEFITS HAVE A LONG TERM CARE FACILITY AND
TERMINAL ILLNESS BENEFIT AVAILABLE AT NO ADDITIONAL CHARGE PROVIDED THE
CONDITIONS DESCRIBED BELOW ARE SATISFIED.

No CDSC will be charged if:

(1)  the third contract anniversary has passed; and
(2)  the contract owner has been confined to a long-term care facility or
     hospital for a continuous 90-day period that began after the contract issue
     date; or
(3)  the contract owner has been diagnosed by a physician to have a terminal
     illness; and
(4)  Nationwide receives and records such a letter from that physician
     indicating such diagnosis.

Written notice and proof of terminal illness or confinement for 90 days in a
hospital or long term care facility must be received in a form satisfactory to
Nationwide and recorded at Nationwide's home office prior to waiver of the CDSC.

In the case of joint ownership, the waivers will apply if either joint owner
meets the qualifications listed above. For those contracts that have a
non-natural person as contract owner as an agent for a natural person, the
annuitant may exercise the right of the contract owner for purposes described in
this provision. If the non-natural contract owner does not own the contract as
an agent for a natural person (.e.g., the contract owner is a corporation or a
trust for the benefit of an entity), the annuitant may not exercise the rights
described in this provision.

9.   THE "GUARANTEED MINIMUM INCOME BENEFIT" PROVISION OF THE SECTION ENTITLED
     "OPTIONAL CONTRACT BENEFITS, CHARGES AND DEDUCTIONS" IS DELETED AND
     REPLACED WITH THE FOLLOWING:

The contract owner can purchase one of two Guaranteed Minimum Income Benefit
options at the time of application. If elected, Nationwide will deduct an
additional charge at an annualized rate of either 0.45% or 0.30% of the daily
net assets of the variable account, depending on which option was chosen.
Guaranteed Minimum Income Benefit options provide for a minimum guaranteed value
that may replace the contract value as the amount to be annuitized under certain
circumstances. A Guaranteed Minimum Income Benefit may afford protection against
unfavorable investment performance.

10.  THE PROVISIONS "HOW IS THE GUARANTEED ANNUITIZATION VALUE DETERMINED?" AND
     "SPECIAL RESTRICTIONS FOR A GMIB" IN THE SECTION ENTITLED "GUARANTEED
     MINIMUM INCOME BENEFIT OPTION ("GMIB")" ARE DELETED AND REPLACED WITH THE
     FOLLOWING:

How is the Guaranteed Annuitization Value Determined?

There are two options available at the time of application. The Guaranteed
Annuitization Value is determined differently based on which option the contract
owner elects.

Calculation Under GMIB Option 1

The Guaranteed Annuitization Value is equal to (a) - (b), but will never be
greater than 200% of all purchase payments, where:


<PAGE>   16


(a)  is the sum of all purchase payments, plus interest accumulated at a
     compounded annual rate of 5% starting at the date of issue and ending on
     the contract anniversary occurring immediately prior to the annuitant's
     86th birthday;
(b)  is the reduction to (a) due to surrenders made from the contract. All such
     reductions will be proportionately the same as reductions to the contract
     value caused by surrenders. For example, a surrender which reduces the
     contract value by 25% will also reduce the Guaranteed Annuitization Value
     by 25%.

Special Restrictions for GMIB Option 1

After the first contract year, if the value of the contract owner's fixed
account allocation becomes greater than 30% of the contract value in any
contract year due to:

(1)      the application of additional purchase payments;
(2)      surrenders; or
(3)      transfers from the variable account,

then 0% interest will accrue in that contract year for purposes of calculating
the Guaranteed Annuitization Value.

If the contract owner's fixed account allocation becomes greater than 30% of the
contract value solely as a result of fluctuations in the value of the variable
account, then interest will continue to accrue for the purposes of the
Guaranteed Annuitization Value at 5% annually, subject to the other terms and
conditions outlined herein.

Calculation Under GMIB Option 2

The Guaranteed Annuitization Value will be equal to the highest contract value
on any contract anniversary occurring prior to the annuitant's 86th birthday,
less an adjustment for amounts surrendered, plus purchase payments received
after that contract anniversary.
11. "APPENDIX A: OBJECTIVES FOR UNDERLYING MUTUAL FUNDS" IS AMENDED TO
    INCLUDE THE FOLLOWING:

     VIP III AGGRESSIVE GROWTH: SERVICE CLASS 2
     Investment Objective: Seeks capital appreciation by investing the fund's
     assets primarily in common stocks of companies FMR believes offer potential
     for accelerated earnings or revenue growth. Companies with high growth
     potential tend to be companies with higher than average price/earnings
     (P/E) ratios. Companies with strong growth potential often have new
     products, technologies, distribution channels or a strong industry or
     market position. FMR may invest the fund's assets in securities of foreign
     issuers in addition to securities of domestic issuers. FMR may lend the
     fund's securities to broker-dealers or other institutions to earn income
     for the fund. FMR may use various techniques, such as buying and selling
     futures contracts, to increase or decrease the fund's exposure to changing
     security prices or other factors that affect security values.


<PAGE>   17

                       SUPPLEMENT DATED OCTOBER 2, 2000 TO

                        PROSPECTUS DATED MAY 1, 2000 FOR

           MODIFIED SINGLE PREMIUM DEFERRED VARIABLE ANNUITY CONTRACTS

                                    ISSUED BY

                        NATIONWIDE LIFE INSURANCE COMPANY

                                   THROUGH ITS

                         NATIONWIDE FIDELITY ADVISOR VA

THIS SUPPLEMENT UPDATES CERTAIN INFORMATION CONTAINED IN YOUR PROSPECTUS. PLEASE
READ IT AND KEEP IT WITH YOUR PROSPECTUS FOR FUTURE REFERENCE.

1.   PAGE 1 OF YOUR PROSPECTUS IS AMENDED TO INCLUDE THE FOLLOWING UNDERLYING
     MUTUAL FUND:

     THIS PROSPECTUS PROVIDES DISCLOSURE FOR CONTRACTS ISSUED PRIOR TO MAY 1,
     2000. FOR CONTRACTS ISSUED ON OR AFTER MAY 1, 2000, ANOTHER PROSPECTUS -
     IDENTICAL TO THIS PROSPECTUS WITH THE EXCEPTION OF AVAILABLE SHARE CLASSES
     - WILL BE PROVIDED.

     Fidelity VIP III Dynamic Capital Appreciation: Service Class

2.   THE "UNDERLYING MUTUAL FUND ANNUAL EXPENSES" TABLE ON PAGE 9 OF YOUR
     PROSPECTUS IS AMENDED TO INCLUDE THE FOLLOWING:

     THE FOLLOWING UNDERLYING MUTUAL FUNDS AND CORRESPONDING EXPENSES APPLY TO
     CONTRACTS ISSUED PRIOR TO MAY 1, 2000:

                     UNDERLYING MUTUAL FUND ANNUAL EXPENSES
      (AS A PERCENTAGE OF UNDERLYING MUTUAL FUND NET ASSETS, AFTER EXPENSE
                                 REIMBURSEMENT)

<TABLE>
<CAPTION>

                                                                 Management        Other         12b-1     Total Underlying
                                                                    Fees         Expenses         Fees        Mutual Fund
                                                                                                               Expenses

<S>                                                                <C>            <C>            <C>            <C>
       Fidelity VIP III Dynamic Capital Appreciation: Service      0.58%          0.92%          0.10%          1.60%
       Class*
</TABLE>

     *Based on estimated expenses for the first year.

     The expenses shown above are deducted by the underlying mutual fund before
     it provides Nationwide with the daily net asset value. Nationwide then
     deducts applicable variable account charges from the net asset value in
     calculating the unit value of the corresponding sub-account. The management
     fees and other expenses are more fully described in the prospectus for each
     underlying mutual fund. Information relating to the underlying mutual funds
     was provided by the underlying mutual funds and not independently verified
     by Nationwide.

3.   THE "EXAMPLE" CHART ON PAGE 10 OF YOUR PROSPECTUS IS AMENDED TO INCLUDE THE
     FOLLOWING:

     EXAMPLE - FOR CONTRACTS ISSUED PRIOR TO MAY 1, 2000

     The following chart shows the expenses (in dollars) that would be incurred
     under this contract assuming a $1,000 investment, 5% annual return, and no
     change in expenses. 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.

     The example reflects expenses of both the variable account and the
     underlying mutual funds. The assumed variable account charge is 2.70%
     which is the maximum charge for the maximum number of rider options.



<PAGE>   18

     For those contracts that do not elect the maximum number of options, the
     expenses are reduced. Deductions for premium taxes are not reflected but
     may apply.

<TABLE>
<CAPTION>

                               If you surrender your contract If you do not surrender your      If you annuitize your
                                at the end of the applicable   contract at the end of the             contract
                                        time period              applicable time period     at the end of the 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>     <C>
Fidelity VIP III Dynamic        108     190    264     461      45    136    228     461      *     136    228     461
Capital Appreciation: Service
Class
</TABLE>

     *The contracts sold under this prospectus do not permit annuitization
     during the first two contract years.

4.   "APPENDIX A: OBJECTIVES FOR UNDERLYING MUTUAL FUNDS" ON PAGE 54 OF YOUR
     PROSPECTUS IS AMENDED TO INCLUDE THE FOLLOWING:

     VIP III BALANCED PORTFOLIO: SERVICE CLASS
     Investment Objective: The fund seeks both income and capital growth
     consistent with reasonable risk using a balanced approach to provide the
     best possible total return from investments in a diversified portfolio of
     equity and fixed-income securities with income, growth of income and
     capital appreciation potential. FMR manages the Portfolio to maintain a
     balance between stocks and bonds. When FMR's outlook is neutral, it will
     invest approximately 60% of the Funds assets in stocks or other equity
     securities and the remainder in bonds. The Portfolio will always invest at
     least 25% of its total assets in fixed-income senior securities.

5.   "APPENDIX A: OBJECTIVES FOR UNDERLYING MUTUAL FUNDS" ON PAGE 54 OF YOUR
     PROSPECTUS IS AMENDED TO READ:

     FIDELITY VIP III DYNAMIC CAPITAL APPRECIATION PORTFOLIO: SERVICE CLASS
     Investment Objective: The fund seeks capital appreciation by normally
     investing in common stocks of foreign and domestic issuers. This strategy
     includes primarily investing in growth stocks, value stocks, or both. FMR
     uses fundamental analysis of each issuer's financial condition and industry
     position, and market and economic conditions, to select investments for the
     Portfolio. The Portfolio may realize capital gains without considering the
     tax consequences to shareholders.


<PAGE>   19


                       SUPPLEMENT DATED OCTOBER 2, 2000 TO
                        PROSPECTUS DATED MAY 1, 2000 FOR
           MODIFIED SINGLE PREMIUM DEFERRED VARIABLE ANNUITY CONTRACTS
                                    ISSUED BY
                        NATIONWIDE LIFE INSURANCE COMPANY
                                   THROUGH ITS
                         NATIONWIDE FIDELITY ADVISOR VA

THIS SUPPLEMENT UPDATES CERTAIN INFORMATION CONTAINED IN YOUR PROSPECTUS. PLEASE
READ IT AND KEEP IT WITH YOUR PROSPECTUS FOR FUTURE REFERENCE.

1.   PAGE 1 OF YOUR PROSPECTUS IS AMENDED TO INCLUDE THE FOLLOWING:

     THIS PROSPECTUS PROVIDES DISCLOSURE FOR CONTRACTS ISSUED ON OR AFTER MAY 1,
     2000. FOR CONTRACTS ISSUED PRIOR TO MAY 1, 2000, ANOTHER PROSPECTUS -
     IDENTICAL TO THIS PROSPECTUS WITH THE EXCEPTION OF AVAILABLE SHARE CLASSES
     - WILL BE PROVIDED.

     Fidelity VIP III Dynamic Capital Appreciation: Service Class 2

2.   THE "UNDERLYING MUTUAL FUND ANNUAL EXPENSES" TABLE ON PAGE 9 OF YOUR
     PROSPECTUS IS AMENDED TO INCLUDE THE FOLLOWING:

     THE FOLLOWING UNDERLYING MUTUAL FUNDS AND CORRESPONDING EXPENSES APPLY TO
     CONTRACTS ISSUED ON AND AFTER MAY 1, 2000:

                     UNDERLYING MUTUAL FUND ANNUAL EXPENSES
     (AS A PERCENTAGE OF UNDERLYING MUTUAL FUND NET ASSETS, WITHOUT EXPENSE
                                 REIMBURSEMENT)

<TABLE>
<CAPTION>

                                                                 Management        Other         12b-1     Total Underlying
                                                                    Fees         Expenses         Fees        Mutual Fund
                                                                                                               Expenses

<S>                                                                <C>            <C>            <C>            <C>
       Fidelity VIP III Dynamic Capital Appreciation: Service      0.58%          0.92%          0.25%          1.75%
       Class 2*
</TABLE>

     *Based on estimated expenses for the first year.

     The expenses shown above are deducted by the underlying mutual fund before
     it provides Nationwide with the daily net asset value. Nationwide then
     deducts applicable variable account charges from the net asset value in
     calculating the unit value of the corresponding sub-account. The management
     fees and other expenses are more fully described in the prospectus for each
     underlying mutual fund. Information relating to the underlying mutual funds
     was provided by the underlying mutual funds and not independently verified
     by Nationwide. None of the underlying mutual funds listed above are subject
     to fee waivers or expense reimbursements.

3.   THE "EXAMPLE" CHART ON PAGE 10 OF YOUR PROSPECTUS IS AMENDED TO INCLUDE THE
     FOLLOWING:

     EXAMPLE - FOR CONTRACTS ISSUED ON OR AFTER MAY 1, 2000
     The following chart shows the expenses (in dollars) that would be incurred
     under this contract assuming a $1,000 investment, 5% annual return, and no
     change in expenses. 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.

     The example reflects expenses of both the variable account and the
     underlying mutual funds. The assumed variable account charge is 2.70%
     which is the maximum charge for the maximum number of rider options.

<PAGE>   20

     For those contracts that do not elect the maximum number of options, the
     expenses are reduced. Deductions for premium taxes are not reflected but
     may apply.

<TABLE>
<CAPTION>

                               If you surrender your contract If you do not surrender your      If you annuitize your
                                at the end of the applicable   contract at the end of the             contract
                                        time period              applicable time period     at the end of the applicable
                                                                                                     time period
<S>                           <C>    <C>     <C>    <C>      <C>    <C>   <C>     <C>     <C>    <C>    <C>     <C>
                               1 Yr.  3 Yrs.  5 Yrs. 10 Yrs.  1 Yr.  3 Yrs 5 Yrs.  10 Yrs.  1 Yr. 3 Yrs.  5 Yrs. 10 Yrs.

Fidelity VIP III Dynamic        110     195    271     474      47    141    235     474      *     141    235     474
Capital Appreciation: Service
Class 2
</TABLE>

     *The contracts sold under this prospectus do not permit annuitization
     during the first two contract years.

4.   "APPENDIX A: OBJECTIVES FOR UNDERLYING MUTUAL FUNDS" ON PAGE 54 OF YOUR
     PROSPECTUS IS AMENDED TO INCLUDE:

     VIP III BALANCED PORTFOLIO: SERVICE CLASS 2
     Investment Objective: The fund seeks both income and capital growth
     consistent with reasonable risk using a balanced approach to provide the
     best possible total return from investments in a diversified portfolio of
     equity and fixed-income securities with income, growth of income and
     capital appreciation potential. FMR manages the Portfolio to maintain a
     balance between stocks and bonds. When FMR's outlook is neutral, it will
     invest approximately 60% of the Funds assets in stocks or other equity
     securities and the remainder in bonds. The Portfolio will always invest at
     least 25% of its total assets in fixed-income senior securities.

5.   "APPENDIX A: OBJECTIVES FOR UNDERLYING MUTUAL FUNDS" ON PAGE 54 OF YOUR
     PROSPECTUS IS AMENDED TO READ:

     FIDELITY VIP III DYNAMIC CAPITAL APPRECIATION PORTFOLIO: SERVICE CLASS 2
     Investment Objective: The fund seeks capital appreciation by normally
     investing in common stocks of foreign and domestic issuers. This strategy
     includes primarily investing in growth stocks, value stocks, or both. FMR
     uses fundamental analysis of each issuer's financial condition and industry
     position, and market and economic conditions, to select investments for the
     Portfolio. The Portfolio may realize capital gains without considering the
     tax consequences to shareholders.


<PAGE>   21

                        NATIONWIDE LIFE INSURANCE COMPANY

           Modified Single Premium Deferred Variable Annuity Contracts

                   Issued by Nationwide Life Insurance Company

            through its Nationwide Fidelity Advisor Variable Account

                   The date of this prospectus is May 1, 2000.


Variable annuities are complex investment products with unique benefits and
advantages that may be particularly useful to many investors in meeting
long-term savings and retirement needs. There are, however, costs and charges
associated with some of these unique benefits - costs and charges that do not
exist or are not present with other investment products. With help from
financial consultants or advisers, investors are encouraged to compare and
contrast the costs and benefits of the variable annuity described in this
prospectus with those of other investment products, including other variable
annuity or variable life insurance products offered by Nationwide Life Insurance
Company and its affiliates. This process will aid in determining whether the
purchase of the contract described in this prospectus is consistent with an
individual's goals, risk tolerance, time horizon, marital status, tax situation,
and other personal characteristics and needs.

THIS PROSPECTUS CONTAINS BASIC INFORMATION YOU SHOULD KNOW ABOUT THE CONTRACTS
BEFORE INVESTING. PLEASE READ THIS PROSPECTUS CAREFULLY AND KEEP IT FOR FUTURE
REFERENCE.

THE FOLLOWING UNDERLYING MUTUAL FUNDS ("SERVICE CLASS SHARES") ARE AVAILABLE FOR
CONTRACTS ISSUED PRIOR TO MAY 1, 2000:

VARIABLE INSURANCE PRODUCTS FUND
     -   VIP Equity-Income Portfolio: Service Class
     -   VIP Growth Portfolio: Service Class
     -   VIP High Income Portfolio: Service Class*
     -   VIP Money Market Portfolio
     -   VIP Overseas Portfolio: Service Class

VARIABLE INSURANCE PRODUCTS FUND II
     -   VIP II Asset Manager Portfolio: Service Class
     -   VIP II Asset Manager: Growth Portfolio: Service Class
     -   VIP II Contrafund(R)Portfolio: Service Class
     -   VIP II Investment Grade Bond Portfolio
     -   VIP II Index 500 Portfolio

VARIABLE INSURANCE PRODUCTS FUND III

     -   VIP III Balanced Portfolio: Service Class
     -   VIP III Growth & Income Portfolio: Service Class
     -   VIP III Growth Opportunities Portfolio: Service Class
     -   VIP III Mid Cap Portfolio: Service Class

THE FOLLOWING UNDERLYING MUTUAL FUNDS ("SERVICE CLASS 2 SHARES") ARE AVAILABLE
FOR CONTRACTS ISSUED ON OR AFTER MAY 1, 2000:

VARIABLE INSURANCE PRODUCTS FUND

     -   VIP Equity-Income Portfolio: Service Class 2
     -   VIP Growth Portfolio: Service Class 2
     -   VIP High Income Portfolio: Service Class 2*
     -   VIP Money Market Portfolio
     -   VIP Overseas Portfolio: Service Class 2

VARIABLE INSURANCE PRODUCTS FUND II

     -   VIP II Asset Manager Portfolio: Service Class 2
     -   VIP II Asset Manager Growth: Portfolio: Service Class 2
     -   VIP II Contrafund(R)Portfolio: Service Class 2
     -   VIP II Investment Grade Bond Portfolio
     -   VIP II Index 500 Portfolio

VARIABLE INSURANCE PRODUCTS FUND III
     -   VIP III Balanced Portfolio: Service Class 2
     -   VIP III Growth & Income Portfolio: Service Class 2
     -   VIP III Growth Opportunities Portfolio: Service Class 2
     -   VIP III Mid Cap Portfolio: Service Class 2



                                       1
<PAGE>   22


*These underlying mutual funds may invest in lower quality debt securities
commonly referred to as junk bonds.

Purchase payments not invested in the underlying mutual fund options of the
Nationwide Fidelity Advisor Variable Account ("variable account") may be
allocated to the fixed account or the Guaranteed Term Options (Guaranteed Term
Options may not be available in every jurisdiction - refer to your contract for
specific information).

As indicated, Service Class shares of the underlying mutual funds are
exclusively available under contracts purchased prior to May 1, 2000. Service
Class 2 shares of the underlying mutual funds are exclusively available under
contracts issued on or after May 1, 2000. Accordingly, two versions of this
prospectus will be made available - one for contracts issued on or after May 1,
2000, the other for contracts issued before May 1, 2000. The only difference
between these two versions will be with respect to the share classes of the
underlying mutual funds and related provisions; otherwise the two versions are
identical.

The Statement of Additional Information (dated May 1, 2000) which contains
additional information about the contracts and the variable account, has been
filed with the Securities and Exchange Commission ("SEC") and is incorporated
herein by reference. The table of contents for the Statement of Additional
Information is on page 55.

For general information or to obtain FREE copies of the:
   -     Statement of Additional Information;
   -     prospectus, annual report or semi-annual report for any underlying
         mutual fund;
   -     prospectus for the Guaranteed Term Options; or
   -     required Nationwide forms,

call:   1-800-494-1132
        1-800-573-2447 (VOICE RESPONSE
                        AVAILABLE 24 HOURS)
        1-800-238-3035 (TDD)

or write:

       NATIONWIDE LIFE INSURANCE COMPANY
       P.O. BOX 182610
       COLUMBUS, OHIO 43218-2610

The Statement of Additional Information and other material incorporated by
reference can be found on the SEC website at:

                                   www.sec.gov

THIS ANNUITY IS NOT:

-        A BANK DEPOSIT           -        FEDERALLY INSURED
-        ENDORSED BY A BANK       -        AVAILABLE IN
         OR GOVERNMENT AGENCY              EVERY STATE

Investors assume certain risks when investing in the contracts, including the
possibility of losing money.

These contracts are offered to customers of various financial institutions and
brokerage firms. No financial institution or brokerage firm is responsible for
the guarantees under the contracts. Guarantees under the contracts are the sole
responsibility of Nationwide.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SEC, NOR HAS THE
SEC PASSED UPON THE ACCURACY OR ADEQUACY OF THE PROSPECTUS. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.



                                       2
<PAGE>   23

GLOSSARY OF SPECIAL TERMS

ACCUMULATION UNIT- An accounting unit of measure used to calculate the contract
value allocated to the variable account before the annuitization date.

ANNUITIZATION DATE- The date on which annuity payments begin.

ANNUITY COMMENCEMENT DATE- The date on which annuity payments are scheduled to
begin. This date may be changed by the contract owner with Nationwide's consent.

ANNUITY UNIT- An accounting unit of measure used to calculate the variable
annuity payments.

CONTRACT VALUE- The total value of all accumulation units in a contract plus any
amount held in the fixed account, and any amount held under Guaranteed Term
Options.

CONTRACT YEAR- Each year the contract is in force beginning with the date the
contract is issued.

ERISA- The Employee Retirement Income Security Act of 1974, as amended.

FIXED ACCOUNT- An investment option that is funded by the general account of
Nationwide.

GENERAL ACCOUNT- All assets of Nationwide other than those of the variable
account or in other separate accounts that have been or may be established by
Nationwide.

INDIVIDUAL RETIREMENT ACCOUNT- An account that qualifies for favorable tax
treatment under Section 408(a) of the Internal Revenue Code, but does not
include Roth IRAs.

INDIVIDUAL RETIREMENT ANNUITY- An annuity contract that qualifies for favorable
tax treatment under Section 408(b) of the Internal Revenue Code, but does not
include Roth IRAs.

INVESTMENT-ONLY CONTRACT- A contract purchased by a Qualified Pension,
Profit-Sharing or Stock Bonus Plan as defined by Section 401(a) of the Internal
Revenue Code.

NATIONWIDE- Nationwide Life Insurance Company.

NON-QUALIFIED CONTRACT- A contract which does not qualify for favorable tax
treatment as a Qualified Plan, Individual Retirement Annuity, Roth IRA, SEP IRA,
Simple IRA, or Tax Sheltered Annuity.

QUALIFIED PLANS- Retirement plans which receive favorable tax treatment under
Section 401 or 403(a) of the Internal Revenue Code.

ROTH IRA- An annuity contract which qualifies for favorable tax treatment under
Section 408A of the Internal Revenue Code.

SEP IRA- An annuity contract which qualifies for favorable tax treatment under
Section 408(k) of the Internal Revenue Code.

SIMPLE IRA- An annuity contract which qualifies for favorable tax treatment
under Section 408(p) of the Internal Revenue Code.

SUB-ACCOUNTS- Divisions of the variable account for which accumulation units and
annuity units are separately maintained - each sub-account corresponds to a
single underlying mutual fund.

TAX SHELTERED ANNUITY- An annuity that qualifies for favorable tax treatment
under Section 403(b) of the Internal Revenue Code.

VALUATION PERIOD- Each day the New York Stock Exchange is open for business.

VARIABLE ACCOUNT- Nationwide Fidelity Advisor Variable Account, a separate
account of Nationwide that contains variable account allocations. The variable
account is divided into sub-accounts, each of which invests in shares of a
separate underlying mutual fund.



                                       3
<PAGE>   24

TABLE OF CONTENTS

GLOSSARY OF SPECIAL TERMS..........................
SUMMARY OF STANDARD CONTRACT
        EXPENSES...................................
ADDITIONAL CONTRACT OPTIONS........................
UNDERLYING MUTUAL FUND ANNUAL
        EXPENSES...................................
EXAMPLE............................................
SYNOPSIS OF THE CONTRACTS..........................
FINANCIAL STATEMENTS...............................
CONDENSED FINANCIAL INFORMATION....................
NATIONWIDE LIFE INSURANCE COMPANY..................
NATIONWIDE INVESTMENT SERVICES
     CORPORATION...................................
TYPES OF CONTRACTS.................................
     Non-Qualified Annuity Contracts
     Individual Retirement Annuities (IRAs)
     Simplified Employee Pension IRAs (SEP IRAs)
     Simple IRAs
     Roth IRAs
     Tax Sheltered Annuities
     Qualified Plans

INVESTING IN THE CONTRACT..........................
     The Variable Account and Underlying Mutual Funds
     Guaranteed Term Options
     The Fixed Account

STANDARD CHARGES AND DEDUCTIONS....................
     Mortality and Expense Risk Charge
     Contingent Deferred Sales Charge
     Premium Taxes

OPTIONAL CONTRACT BENEFITS, CHARGES AND DEDUCTIONS.
     Reduced Purchase Payment Option
     CDSC Options and Charges
     Death Benefit Options
     Guaranteed Minimum Income Benefit Option
     Extra Value Option

CONTRACT OWNERSHIP.................................
     Joint Ownership
     Contingent Ownership
     Annuitant
     Beneficiary and Contingent Beneficiary

OPERATION OF THE CONTRACT..........................
     Minimum Initial and Subsequent
        Purchase Payments
     Pricing
     Allocation of Purchase Payments
     Determining the Contract Value
     Transfers Prior to Annuitization
     Transfers After Annuitization
     Transfer Requests

RIGHT TO REVOKE....................................

SURRENDER (REDEMPTION).............................
     Partial Surrenders (Partial Redemptions)
     Full Surrenders (Full Redemptions)
     Surrenders Under a Texas Optional
         Retirement Program or a Louisiana
         Optional Retirement Plan
     Surrenders Under a Tax Sheltered Annuity

LOAN PRIVILEGE.....................................
     Minimum & Maximum Loan Amounts
     Loan Processing Fee
     How Loan Requests are Processed
     Loan Interest
     Loan Repayment
     Distributions & Annuity Payments
     Transferring the Contract
     Grace Period & Loan Default

ASSIGNMENT.........................................

CONTRACT OWNER SERVICES............................
     Asset Rebalancing
     Dollar Cost Averaging
     Systematic Withdrawals

ANNUITY COMMENCEMENT DATE..........................

ANNUITIZING THE CONTRACT...........................
     Annuitization Date
     Annuitization
     Fixed Payment Annuity
     Variable Payment Annuity



                                       4
<PAGE>   25

     Frequency and Amount of Annuity Payments
     Guaranteed Minimum Income Benefit Option ("GMIB")
     Annuity Payment Options

DEATH BENEFITS.....................................
     Death of Contract Owner - Non-Qualified Contracts
     Death of Annuitant - Non-Qualified Contracts
     Death of Contract Owner/Annuitant
     Death Benefit Payment

REQUIRED DISTRIBUTIONS.............................
     Required Distributions for Non-Qualified Contracts
     Required Distributions for Tax Sheltered Annuities
     Required Distributions for Individual
        Retirement Annuities, SEP IRAs and
        Simple IRAs
     Required Distributions for Roth IRAs

FEDERAL TAX CONSIDERATIONS.........................
     Federal Income Taxes
     Withholding
     Non-Resident Aliens
     Federal Estate, Gift, and Generation Skipping Transfer Taxes
     Charge for Tax
     Diversification
     Tax Changes

STATEMENTS AND REPORTS.............................

LEGAL PROCEEDINGS..................................

ADVERTISING AND SUB-ACCOUNT PERFORMANCE SUMMARY....

TABLE OF CONTENTS OF STATEMENT OF ADDITIONAL INFORMATION

APPENDIX A: OBJECTIVES FOR UNDERLYING MUTUAL FUNDS.

APPENDIX B: CONDENSED FINANCIAL INFORMATION........



                                       5
<PAGE>   26


SUMMARY OF STANDARD CONTRACT EXPENSES

The expenses listed below are charged to all contracts unless:

   - the contract owner meets an available exception under the contract; or

   - a contract owner has replaced a standard benefit with an available option
     for an additional charge.

CONTRACT OWNER TRANSACTION EXPENSES

Maximum Contingent Deferred Sales
Charge ("CDSC") (as a percentage of
purchase payments surrendered)...................7%(1)

Range of CDSC over time:

Number of Completed Years from            CDSC
   Date of Purchase Payment            Percentage

               0                           7%
               1                           7%
               2                           6%
               3                           5%
               4                           4%
               5                           3%
               6                           2%
               7                           0%


(1)Each contract year, the contract owner may withdraw without a CDSC the
   greater of:

   (a)    10% of all purchase payments made to the contract; or

   (b)    any amount withdrawn to meet minimum distribution requirements under
          the Internal Revenue Code

   This free withdrawal privilege is non-cumulative. Free amounts not taken
   during any given contract year cannot be taken as free amounts in a
   subsequent contract year (see "Contingent Deferred Sales Charge").

   Withdrawals may be restricted for contracts issued as Tax Sheltered Annuities
   due to Internal Revenue Code restrictions.

VARIABLE ACCOUNT CHARGES(2)
(as a percentage of the daily net assets of the variable account)

Mortality and Expense Risk Charges............0.95%
     Total Variable Account Charges...........0.95%(3)

(2)These charges apply only to sub-account allocations. They do not apply to
   allocations made to the fixed account or to the Guaranteed Term Options. They
   are charged on a daily basis at the annual rate noted above.

(3)Charges shown include the Five-Year Reset Death Benefit that is standard to
   every contract (see "Death Benefit Payment").

Nationwide may assess a loan processing fee at the time each new loan is
processed. Loans are only available for contracts issued as Tax Sheltered
Annuities. Loans are not available in all states. In addition, some states may
not permit Nationwide to assess a loan processing fee (see "Loan Privilege").



                                       6
<PAGE>   27


ADDITIONAL CONTRACT OPTIONS

For an additional charge, the following options are available to contract owners
(upon approval by state insurance authorities). These options must be elected at
the time of application and will replace the corresponding standard contract
benefits.

If the contract owner chooses one or more of the following optional benefits, a
corresponding charge will be deducted. Charges for the optional benefits are IN
ADDITION TO the standard variable account charges. Except as otherwise noted,
optional benefit charges will only apply to allocations made to the variable
account and are charged as a percentage of the average variable account value.

REDUCED PURCHASE PAYMENT OPTION

For an additional charge at an annualized rate of 0.25% of the daily net assets
of the variable account, Nationwide will lower an applicant's minimum intitial
purchase payment to $1,000 and subsequent purchase payments to $25. This option
is not available to contracts issued as Investment-only Contracts.

     Reduced Purchase Payment Option............0.25%
       Total Variable Account Charges
       (including Reduced Purchase
       Payment Option)..........................1.20%

CDSC OPTION

For an additional charge at an annualized rate of 0.15% of the daily net assets
of the variable account, an applicant can receive a five year CDSC schedule,
instead of the standard seven year CDSC schedule.

   Five Year CDSC Option .......................0.15%
     Total Variable Account Charges
     (including Five Year CDSC Option)..........1.10%

Range of Five-Year CDSC over time:

Number of Completed Years from           CDSC
   Date of Purchase Payment           Percentage

               0                          7%
               1                          7%
               2                          6%
               3                          4%
               4                          2%
               5                          0%

For contracts issued in the State of New York, this option is available only for
contracts issued as Roth IRAs and is not available when the Extra Value Option
is elected.

CDSC WAIVER OPTIONS

   ADDITIONAL WITHDRAWAL WITHOUT CHARGE AND DISABILITY WAIVER

   For an additional charge at an annualized rate of 0.10% of the daily net
   assets of the variable account, an applicant can receive an additional 5%
   CDSC-free withdrawal privilege, which also includes a disability waiver. This
   5% is in addition to the standard 10% CDSC-free withdrawal privilege that
   applies to every contract (see "CDSC Options and Charges").

     Additional Withdrawal Without
     Charge and Disability Waiver ..............0.10%
       Total Variable Account Charges
         (including Additional Withdrawal
         Without Charge and
         Disability Waiver) ....................1.05%

   ADDITIONAL CDSC WAIVER OPTIONS FOR TAX SHELTERED ANNUITIES

   Tax Sheltered Annuity applicants may also elect two additional CDSC waiver
   options (see "CDSC Options and Charges").

     10 Year and Disability Waiver..............0.05%
       Total Variable Account Charges
       (including 10 Year and Disability
       Waiver) .................................1.00%

     Hardship Waiver............................0.15%
       Total Variable Account Charges
       (including Hardship Waiver) .............1.10%

DEATH BENEFIT OPTIONS

An applicant may choose among the following optional death benefits as a
replacement for the Five-Year Reset Death Benefit that is standard to every
contract. The optional death benefits are:

   Optional One-Year Step Up
   Death Benefit................................0.05%
     Total Variable Account Charges
     (including One Year Step Up



                                       7
<PAGE>   28

     Death Benefit).............................1.00%

   Optional 5% Enhanced Death
   Benefit......................................0.10%
     Total Variable Account Charges
     (including 5% Enhanced Death
     Benefit)...................................1.05%

GUARANTEED MINIMUM INCOME BENEFIT OPTION

For an additional charge at an annualized rate of 0.45% of the daily net assets
of the variable account, an applicant may elect the Guaranteed Minimum Income
Benefit Option (see "Guaranteed Minimum Income Benefit Option").

   Guaranteed Minimum Income Benefit
   Option.. ....................................0.45%
     Total Variable Account Charges
     (including a Guaranteed Minimum
     Income Benefit Option).....................1.40%

EXTRA VALUE OPTION

For an additional charge at an annualized rate of 0.45% of the daily net assets
of the variable account, Nationwide will credit 3% of the purchase payment(s)
made to the contract during the first 12 months the contract is in force.
Nationwide will discontinue deducting this charge seven years from the date the
contract was issued (see "Extra Value Option").

   Extra Value Option...........................0.45%
     Total Variable Account Charges
     (including Extra Value Option).............1.40%

The charge for the Extra Value Option will be assessed against the fixed account
and the Guaranteed Term Option allocations during the first seven contract years
in the form of crediting rates that may be up to 0.45% less than the crediting
rates available when the Extra Value Option is not elected (see "Fixed Account"
and "Guaranteed Term Options").



                                       8
<PAGE>   29


THE FOLLOWING UNDERLYING MUTUAL FUNDS AND CORRESPONDING EXPENSES APPLY TO
CONTRACTS ISSUED PRIOR TO MAY 1, 2000:

                     UNDERLYING MUTUAL FUND ANNUAL EXPENSES
      (AS A PERCENTAGE OF UNDERLYING MUTUAL FUND NET ASSETS, AFTER EXPENSE
                                 REIMBURSEMENT)

<TABLE>
<CAPTION>

                                                          Management        Other         12b-1     Total Underlying
                                                             Fees         Expenses         Fees        Mutual Fund
                                                                                                        Expenses

<S>                                                         <C>            <C>            <C>            <C>
VIP Equity-Income Portfolio: Service Class                  0.48%          0.08%          0.10%          0.66%
VIP Growth Portfolio: Service Class                         0.58%          0.07%          0.10%          0.75%
VIP High Income Portfolio: Service Class                    0.58%          0.11%          0.10%          0.79%
VIP Money Market Portfolio                                  0.18%          0.09%          0.00%          0.27%
VIP Overseas Portfolio: Service Class                       0.73%          0.15%          0.10%          0.98%
VIP II Asset Manager Portfolio: Service Class               0.53%          0.10%          0.10%          0.73%
VIP II Asset Manager: Growth Portfolio: Service Class       0.58%          0.13%          0.10%          0.81%
VIP II Contrafund(R)Portfolio: Service Class                0.58%          0.07%          0.10%          0.75%
VIP II Investment Grade Bond Portfolio                      0.43%          0.11%          0.00%          0.54%
VIP II Index 500 Portfolio                                  0.24%          0.04%          0.00%          0.28%
VIP III Balanced Portfolio: Service Class                   0.43%          0.13%          0.10%          0.66%
VIP III Growth & Income Portfolio: Service Class            0.48%          0.11%          0.10%          0.69%
VIP III Growth Opportunities Portfolio: Service Class       0.58%          0.10%          0.10%          0.78%
VIP III Mid Cap Portfolio: Service Class                    0.57%          0.40%          0.10%          1.07%
</TABLE>

The expenses shown above are deducted by the underlying mutual fund before it
provides Nationwide with the daily net asset value. Nationwide then deducts
applicable variable account charges from the net asset value in calculating the
unit value of the corresponding sub-account. The management fees and other
expenses are more fully described in the prospectus for each underlying mutual
fund. Information relating to the underlying mutual funds was provided by the
underlying mutual funds and not independently verified by Nationwide.

Some underlying mutual funds are subject to fee waivers and expense
reimbursements. The following chart shows what the expenses would have been for
such funds without fee waivers and expense reimbursements.

<TABLE>
<CAPTION>

                                                          Management        Other         12b-1          Total
                                                             Fees         Expenses         Fees        Underlying
                                                                                                      Mutual Fund
                                                                                                        Expenses

<S>                                                         <C>            <C>            <C>            <C>
VIP Equity-Income Portfolio: Service Class                  0.48%          0.09%          0.10%          0.67%
VIP Growth Portfolio: Service Class                         0.58%          0.09%          0.10%          0.77%
VIP Overseas Portfolio: Service Class                       0.73%          0.18%          0.10%          1.01%
VIP II Asset Manager Portfolio: Service Class               0.53%          0.11%          0.10%          0.74%
VIP II Asset Manager Growth Portfolio: Service Class        0.58%          0.14%          0.10%          0.82%
VIP II Contrafund(R)Portfolio: Service Class                0.58%          0.10%          0.10%          0.78%
VIP II Index 500 Portfolio                                  0.24%          0.10%          0.00%          0.34%
VIP III Balanced Portfolio: Service Class                   0.43%          0.14%          0.10%          0.67%
VIP III Growth & Income Portfolio: Service Class            0.48%          0.12%          0.10%          0.70%
VIP III Growth Opportunities Portfolio: Service Class       0.58%          0.11%          0.10%          0.79%
VIP III Mid Cap Portfolio: Service Class                    0.57%          2.74%          0.10%          3.41%
</TABLE>



                                       9
<PAGE>   30

THE FOLLOWING UNDERLYING MUTUAL FUNDS AND CORRESPONDING EXPENSES APPLY TO
CONTRACTS ISSUED ON AND AFTER MAY 1, 2000:

                     UNDERLYING MUTUAL FUND ANNUAL EXPENSES
     (AS A PERCENTAGE OF UNDERLYING MUTUAL FUND NET ASSETS, WITHOUT EXPENSE
                                 REIMBURSEMENT)

<TABLE>
<CAPTION>

                                                          Management        Other         12b-1     Total Underlying
                                                             Fees         Expenses         Fees        Mutual Fund
                                                                                                        Expenses
<S>                                                         <C>            <C>            <C>            <C>
VIP Equity-Income Portfolio: Service Class 2                0.48%          0.10%          0.25%          0.83%
VIP Growth Portfolio: Service Class 2                       0.58%          0.10%          0.25%          0.93%
VIP High Income Portfolio: Service Class 2                  0.58%          0.11%          0.25%          0.94%
VIP Money Market Portfolio                                  0.18%          0.09%          0.00%          0.27%
VIP Overseas Portfolio: Service Class 2                     0.73%          0.18%          0.25%          1.16%
VIP II Asset Manager Portfolio: Service Class 2             0.53%          0.11%          0.25%          0.89%
VIP II Asset Manager: Growth Portfolio: Service Class 2     0.58%          0.15%          0.25%          0.98%
VIP II Contrafund(R)Portfolio: Service Class 2               0.58%          0.12%          0.25%          0.95%
VIP II Investment Grade Bond Portfolio                      0.43%          0.11%          0.00%          0.54%
VIP II Index 500 Portfolio                                  0.24%          0.10%          0.00%          0.34%
VIP III Balanced Portfolio: Service Class 2                 0.43%          0.16%          0.25%          0.84%
VIP III Growth & Income Portfolio: Service Class 2          0.48%          0.13%          0.25%          0.86%
VIP III Growth Opportunities Portfolio: Service Class 2     0.58%          0.13%          0.25%          0.96%
VIP III Mid Cap Portfolio: Service Class 2                  0.57%          0.43%          0.25%          1.25%
</TABLE>


The expenses shown above are deducted by the underlying mutual fund before it
provides Nationwide with the daily net asset value. Nationwide then deducts
applicable variable account charges from the net asset value in calculating the
unit value of the corresponding sub-account. The management fees and other
expenses are more fully described in the prospectus for each underlying mutual
fund. Information relating to the underlying mutual funds was provided by the
underlying mutual funds and not independently verified by Nationwide. None of
the underlying mutual funds listed above are subject to fee waivers or expense
reimbursements.



                                       10
<PAGE>   31

EXAMPLE - FOR CONTRACTS ISSUED PRIOR TO MAY 1, 2000


The following chart shows the expenses (in dollars) that would be incurred under
this contract assuming a $1,000 investment, 5% annual return, and no change in
expenses. 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.

The example reflects expenses of both the variable account and the underlying
mutual funds. The assumed variable account charge is 2.70% which is the maximum
charge for the maximum number of rider options.

For those contracts that do not elect the maximum number of options, the
expenses are reduced. Deductions for premium taxes are not reflected but may
apply.

<TABLE>
<CAPTION>

                               If you surrender your contract If you do not surrender your      If you annuitize your
                                at the end of the applicable   contract at the end of the             contract
                                        time period              applicable time period     at the end of the 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>     <C>
VIP Equity-Income Portfolio:     98     161    218     377      35    107    182     377      *     107    182     377
Service Class

VIP Growth Portfolio: Service    99     164    222     386      36    110    186     386      *     110    186     386
Class

VIP High Income Portfolio:      100     165    224     389      37    111    188     389      *     111    188     389
Service Class

VIP Money Market Portfolio       94     149    198     340      31    95     162     340      *     95     162     340

VIP Overseas Portfolio:         102     171    234     407      39    117    198     407      *     117    198     407
Service Class

VIP II Asset Manager             99     164    221     384      36    110    185     384      *     110    185     384
Portfolio: Service Class

VIP II Asset Manager: Growth    100     166    225     391      37    112    189     391      *     112    189     391
Portfolio: Service Class

VIP II Contrafund(R)Portfolio:    99     164    222     386      36    110    186     386      *     110    186     386
Service Class

VIP II Investment Grade Bond     97     158    212     366      34    104    176     366      *     104    176     366
Portfolio

VIP II Index 500 Portfolio       94     150    198     341      31    96     162     341      *     96     162     341

VIP III Balanced Portfolio:      98     161    218     377      35    107    182     377      *     107    182     377
Service Class

VIP III Growth & Income          99     162    219     380      36    108    183     380      *     108    183     380
Portfolio: Service Class

VIP III Growth Opportunities    100     165    224     388      37    111    188     388      *     111    188     388
Portfolio: Service Class

VIP III Mid Cap Portfolio:      103     174    238     475      40    120    202     415      *     120    202     415
Service Class
</TABLE>

*The contracts sold under this prospectus do not permit annuitization during the
first two contract years.



                                       11
<PAGE>   32

EXAMPLE - FOR CONTRACTS ISSUED ON OR AFTER MAY 1, 2000

The following chart shows the expenses (in dollars) that would be incurred under
this contract assuming a $1,000 investment, 5% annual return, and no change in
expenses. 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.

The example reflects expenses of both the variable account and the underlying
mutual funds. The assumed variable account charge is 2.70% which is the maximum
charge for the maximum number of rider options.

For those contracts that do not elect the maximum number of options, the
expenses are reduced. Deductions for premium taxes are not reflected but may
apply.

<TABLE>
<CAPTION>

                               If you surrender your contract If you do not surrender your      If you annuitize your
                                at the end of the applicable   contract at the end of the             contract
                                        time period              applicable time period     at the end of the 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>     <C>
VIP Equity-Income Portfolio:    100     167    226     393      37    113    190     393      *     113    190     393
Service Class 2

VIP Growth Portfolio: Service   101     170    231     402      38    116    195     402      *     116    195     402
Class 2

VIP High Income Portfolio:      101     170    232     403      38    116    196     403      *     116    196     403
Service Class 2

VIP Money Market Portfolio       97     157    211     364      34    103    175     364      *     103    175     364

VIP Overseas Portfolio:         104     177    243     423      41    123    207     423      *     123    207     423
Service Class 2

VIP II Asset Manager            101     168    229     399      38    114    193     399      *     114    193     399
Portfolio: Service Class

VIP II Asset Manager: Growth    102     171    234     407      39    117    198     407      *     117    198     407
Portfolio: Service Class 2

VIP II Contrafund(R)Portfolio:   101     170    232     404      38    116    196     404      *     116    196     404
Service Class 2

VIP II Investment Grade Bond     97     158    212     366      34    104    176     366      *     104    176     366
Portfolio

VIP II Index 500 Portfolio       95     152    201     346      32    98     165     346      *     98     165     346

VIP III Balanced Portfolio:     100     167    227     394      37    113    191     394      *     113    191     394
Service Class 2

VIP III Growth & Income         100     168    228     396      37    114    192     396      *     114    192     396
Portfolio: Service Class 2

VIP III Growth Opportunities    101     171    233     405      38    117    197     405      *     117    197     405
Portfolio: Service Class 2

VIP III Mid Cap Portfolio:      104     179    247     431      41    125    211     431      *     125    211     431
Service Class 2
</TABLE>

*The contracts sold under this prospectus do not permit annuitization during the
first two contract years.



                                       12
<PAGE>   33

SYNOPSIS OF THE CONTRACTS

The contracts described in this prospectus are modified single purchase payment
contracts. The contracts may be issued as either individual or group contracts.
In those states where contracts are issued as group contracts, references
throughout this prospectus to "contract(s)" will also mean "certificate(s)" and
"contract owner" will mean "participant."

The contracts can be categorized as:

  -        Investment-only;
  -        Non-Qualified;
  -        Individual Retirement Annuities with contributions rolled over or
           transferred from certain tax-qualified plans*;
  -        Roth IRAs;
  -        Tax Sheltered Annuities with contributions rolled over or transferred
           from other Tax Sheltered Annuity plans*;
  -        SEP IRAs; and
  -        Simple IRAs.

*Contributions are not required to be rolled over or transferred if the contract
owner elects the Reduced Purchase Payment Option.

For more detailed information with regard to the differences in contract types,
please see "Types of Contracts" later in this prospectus.

MINIMUM INITIAL AND SUBSEQUENT PURCHASE PAYMENTS

                     MINIMUM INITIAL        MINIMUM
     CONTRACT        PURCHASE PAYMENT     SUBSEQUENT
       TYPE                                PAYMENTS

Investment-only          $15,000            $1,000
Non-Qualified            $15,000            $1,000
IRA                      $15,000            $1,000
Roth IRA                 $15,000            $1,000
Tax Sheltered            $15,000            $1,000
Annuity
Charitable               $15,000            $1,000
Remainder Trust
SEP IRA                  $15,000            $1,000
Simple IRA               $15,000            $1,000

If the contract owner elects the Reduced Purchase Payment Option, minimum
initial and subsequent purchase payments will be reduced accordingly.

If the contract owner elects the Extra Value Option, amounts credited to the
contract in excess of total purchase payments may not be used to meet the
minimum initial and subsequent purchase payment requirements.

Guaranteed Term Options

Guaranteed Term Options are separate investment options under the contract. The
minimum amount that may be allocated to a Guaranteed Term Option is $1,000.

CHARGES AND EXPENSES

Nationwide deducts a Mortality and Expense Risk Charge equal to an annual rate
of 0.95% of the daily net assets of the variable account. Nationwide assesses
this charge in return for bearing certain mortality and expense risks, as well
as for administrative expenses.

Nationwide does not deduct a sales charge from purchase payments upon deposit
into the contract. However, Nationwide may deduct a CDSC if any amount is
withdrawn from the contract. This CDSC reimburses Nationwide for sales expenses.
The amount of the CDSC will not exceed 7% of purchase payments surrendered.

There are several CDSC options that are available to contract owners, each with
different characteristics and costs. The charge associated with each option is
charged as a percentage of the daily net assets of the variable account. They
are as follows:

         OPTION            CONTRACT TYPE     CHARGE

Five Year CDSC Option      All*                0.15%

Additional Withdrawal      All                 0.10%
Without Charge and
Disability Waiver

10 Year and Disability     Tax Sheltered       0.05%
Waiver                     Annuities

Hardship Waiver            Tax Sheltered       0.15%
                           Annuities


*For contracts issued in the State of New York, this option is available only
 for contracts issued as Roth IRAs and is not available when the Extra Value
 Option is elected.




                                       13
<PAGE>   34

If the contract owner elects the Reduced Purchase Payment Option, Nationwide
will reduce the minimum purchase payment to $1,000 and subsequent purchase
payments to $25. In return for the reduction, Nationwide will deduct an
additional charge of 0.25% of the daily net assets of the variable account. This
option is not available for contracts issued as Investment-only contracts.

Two optional death benefits are available under the contract. Nationwide will
deduct 0.05% if the One-Year Step Up Death Benefit is elected, or 0.10% if the
5% Enhanced Death Benefit is elected.

A Guaranteed Minimum Income Benefit option is available under the contract. If
the contract owner elects the Guaranteed Minimum Income Benefit option,
Nationwide will deduct an additional charge of 0.45% of the daily net assets of
the variable account (see "Guaranteed Minimum Income Benefit").

An Extra Value Option is available under the contract. The Extra Value Option is
only available at the time of application. If the contract owner elects the
Extra Value Option on the application, Nationwide will apply a credit of 3% of
the purchase payment(s) made during the first 12 months the contract is in
force. In exchange, Nationwide will deduct an additional charge at an annualized
rate of 0.45% of the daily net assets of the variable account. Nationwide will
discontinue deducting this charge seven years from the date the contract was
issued. Once the Extra Value Option is elected, it may not be revoked (see
"Extra Value Option").

Upon annuitization of the contract, any amounts assessed for any rider options
will be waived and only those charges applicable to the base contract will be
assessed.

ANNUITY PAYMENTS

Annuity payments begin on the annuitization date. The payments will be based on
the annuity payment option chosen at the time of application (see "Annuity
Payment Options").

TAXATION

How a contract is taxed depends on the type of contract issued and the purpose
for which the contract is purchased. Nationwide will charge against the contract
any premium taxes levied by any governmental authority (see "Federal Tax
Considerations" and "Premium Taxes").

TEN DAY FREE LOOK

Contract owners may return the contract for any reason within ten days of
receipt and Nationwide will refund the contract value or other amounts required
by law (see "Right to Revoke").

FINANCIAL STATEMENTS

Financial statements for the variable account and Nationwide are located in the
Statement of Additional Information. A current Statement of Additional
Information may be obtained, without charge, by contacting Nationwide's home
office at the telephone number listed on page 2 of this prospectus.

CONDENSED FINANCIAL INFORMATION

The value of an accumulation unit is determined on the basis of changes in the
per share value of the underlying mutual funds and the assessment of a variable
account charge which may vary from contract to contract (for more information on
the calculation of accumulation unit values, see "Determining Variable Account
Value - Valuing an Accumulation Unit"). Please refer to Appendix B for
information regarding each class of accumulation units.

NATIONWIDE LIFE INSURANCE COMPANY

Nationwide is a stock life insurance company organized under Ohio law in March,
1929 with its home office at One Nationwide Plaza, Columbus, Ohio 43215.
Nationwide is a provider of life insurance, annuities and retirement products.
It is admitted to do business in all states, the District of Columbia and Puerto
Rico.



                                       14
<PAGE>   35

GENERAL DISTRIBUTOR

The contracts are distributed by the general distributor, Fidelity Investments
Institutional Services Company, Inc., located at 82 Devonshire Street, Boston,
MA 02109.

TYPES OF CONTRACTS

The contracts described in this prospectus are classified according to the tax
treatment they are subject to under the Internal Revenue Code. The following is
a general description of the various types of contracts. Eligibility
requirements, tax benefits (if any), limitations, and other features of the
contracts will differ depending on the type of contract.

NON-QUALIFIED ANNUITY CONTRACTS

A Non-Qualified Annuity Contract is a contract that does not qualify for certain
tax benefits under the Internal Revenue Code, and which is not an IRA, a Roth
IRA, a SEP IRA, a Simple IRA, or a Tax Sheltered Annuity.

Upon the death of the owner of a Non-Qualified Annuity Contract, mandatory
distribution requirements are imposed to ensure distribution of the entire
balance in the contract within a required period.

Non-Qualified Annuity contracts that are owned by natural persons allow for the
deferral of taxation on the income earned in the contract until it is
distributed or deemed to be distributed.

INDIVIDUAL RETIREMENT ANNUITIES (IRAS)

Individual Retirement Annuities are contracts that are issued by insurance
companies and satisfy the following requirements:

-    the contract is not transferable by the owner;

-    the premiums are not fixed;

-    the annual premium cannot exceed $2,000 (although rollovers of greater
     amounts from qualified plans, tax-sheltered annuities and other IRAs can be
     received);

-    certain minimum distribution requirements must be satisfied after the owner
     attains the age of 70 1/2;

-    the entire interest of the owner in the contract is nonforfeitable; and

-    after the death of the owner, additional distribution requirements may be
     imposed to ensure distribution of the entire balance in the contract within
     the statutory period of time.

Depending on the circumstance of the owner, all or a portion of the
contributions made to the account may be deducted for federal income tax
purposes.

Failure to make the mandatory distributions can result in an additional penalty
tax of 50% of the excess of the amount required to be distributed over the
amount that was actually distributed.

IRAs may receive rollover contributions from other Individual Retirement
Accounts and Individual Retirement Annuities, from Tax Sheltered Annuities, and
from qualified retirement plans, including 401(k) plans.

For further details regarding IRAs, please refer to the disclosure statement
provided when the IRA was established.

SIMPLIFIED EMPLOYEE PENSION IRAS (SEP IRAS)

A SEP IRA is a written plan established by an employer for the benefit of
employees which permits the employer to make contributions to an IRA established
for the benefit of each employee.

An employee may make deductible contributions to a SEP IRA in the same way, and
with the same restrictions and limitations, as for an IRA. In addition, the
employer may make contributions to the SEP IRA, subject to dollar and percentage
limitations imposed by both the Internal Revenue Code and the written plan.

A SEP IRA plan established an employer must satisfy certain requirements:

-    minimum participation rules;



                                       15
<PAGE>   36

-    top-heavy contribution rules;

-    nondiscriminatory allocation rules; and

-    requirements regarding a written allocation formula.

In addition, the plan cannot restrict withdrawals of non-elective contributions,
and must restrict withdrawals of elective contributions before March 15th of the
following year.

SIMPLE IRAS

A Simple IRA is an individual retirement annuity which is funded exclusively by
a qualified salary reduction arrangement and satisfies the following:

- vesting requirements,

- participation requirements; and

- administrative requirements.

The funds contributed to a Simple IRA cannot be commingled with funds in IRAs or
SEP IRAs.

A Simple IRA cannot receive rollover distributions except from another Simple
IRA.

ROTH IRAS

Roth IRA contracts are contracts that are issued by insurance companies and
satisfy the following requirements:

-    the contract is not transferable by the owner;

-    the premiums are not fixed;

-    the annual premium cannot exceed $2,000 (although rollovers of greater
     amounts from other Roth IRAs and IRAs can be received);

-    the entire interest of the owner in the contract is nonforfeitable; and

-    after the death of the owner, certain distribution requirements may be
     imposed to ensure distribution of the entire balance in the contract within
     the statutory period of time.

A Roth IRA can receive a rollover from an IRA; however, the amount rolled over
from the IRA to the Roth IRA is required to be included in the owner's federal
gross income at the time of the rollover, and will be subject to federal income
tax.

There are income limitations on eligibility to participate in a Roth IRA and
additional income limitations for eligibility to roll over amounts from an IRA
to a Roth IRA. For further details regarding Roth IRAs, please refer to the
disclosure statement provided when the Roth IRA was established.

TAX SHELTERED ANNUITIES

Certain tax-exempt organizations (described in section 501(c)(3) of the Internal
Revenue Code) and public school systems may establish a plan under which annuity
contracts can be purchased for their employees. These annuity contracts are
often referred to as Tax Sheltered Annuities.

Purchase payments made to Tax Sheltered Annuities are excludible from the income
of the employee, up to statutory maximum amounts. These amounts should be set
forth in the plan adopted by the employer.

The owner's interest in the contract is nonforfeitable (except for failure to
pay premiums) and cannot be transferred. Certain minimum distribution
requirements must be satisfied after the owner attains the age of 70 1/2, and
after the death of the owner. Additional distribution requirements may be
imposed to ensure distribution of the entire balance in the contract within the
statutory period of time.

QUALIFIED PLANS

Contracts that are owned by Qualified Plans are not intended to confer tax
benefits on the beneficiaries of the plan; they are used as investment vehicles
for the plan. The income tax consequences to the beneficiary of a Qualified Plan
are controlled by the operation of the plan, not by operation of the assets in
which the plan invests.

Beneficiaries of Qualified Plans should contact their employer and/or trustee of
the plan to obtain and review the plan, trust, summary plan description and
other documents for the tax and



                                       16
<PAGE>   37

other consequences of being a participant in a qualified plan.

INVESTING IN THE CONTRACT

THE VARIABLE ACCOUNT AND UNDERLYING MUTUAL FUNDS

Nationwide Fidelity Advisor Variable Account is a variable account that invests
in the underlying mutual funds listed in Appendix A. Nationwide established the
variable account on July 22, 1994, pursuant to Ohio law. Although the variable
account is registered with the SEC as a unit investment trust pursuant to the
Investment Company Act of 1940 ("1940 Act"), the SEC does not supervise the
management of Nationwide or the variable account.

Income, gains, and losses credited to, or charged against, the variable account
reflect the variable account's own investment experience and not the investment
experience of Nationwide's other assets. The variable account's assets are held
separately from Nationwide's assets and are not chargeable with liabilities
incurred in any other business of Nationwide. Nationwide is obligated to pay all
amounts promised to contract owners under the contracts.

The variable account is divided into sub-accounts, each corresponding to a
single underlying mutual fund. Nationwide uses the assets of each sub-account to
buy shares of the underlying mutual funds based on contract owner instructions.
There are two sub-accounts for each underlying mutual fund. One sub-account
contains shares attributable to accumulation units under Non-Qualified
Contracts. The other contains shares attributable to accumulation units under
Investment-only Contracts, Individual Retirement Annuities, SEP IRAs, Simple
IRAs, Roth IRAs, and Tax Sheltered Annuities.

Each underlying mutual fund's prospectus contains more detailed information
about that fund. Prospectuses for the underlying mutual funds should be read in
conjunction with this prospectus.

Underlying mutual funds in the variable account are NOT publicly traded mutual
funds. They are only available as investment options in variable life insurance
policies or variable annuity contracts issued by life insurance companies, or in
some cases, through participation in certain qualified pension or retirement
plans.

The investment advisers of the underlying mutual funds may manage publicly
traded mutual funds with similar names and investment objectives. However, the
underlying mutual funds are NOT directly related to any publicly traded mutual
fund. Contract owners should not compare the performance of a publicly traded
fund with the performance of underlying mutual funds participating in the
variable account. The performance of the underlying mutual funds could differ
substantially from that of any publicly traded funds.

Voting Rights

Contract owners who have allocated assets to the underlying mutual funds are
entitled to certain voting rights. Nationwide will vote contract owner shares at
special shareholder meetings based on contract owner instructions. However, if
the law changes and Nationwide is allowed to vote in its own right, it may elect
to do so.

Contract owners with voting interests in an underlying mutual fund will be
notified of issues requiring the shareholders' vote as soon as possible before
the shareholder meeting. Notification will contain proxy materials and a form
with which to give Nationwide voting instructions. Nationwide will vote shares
for which no instructions are received in the same proportion as those that are
received.

The number of shares which a contract owner may vote is determined by dividing
the cash value of the amount they have allocated to an underlying mutual fund by
the net asset value of that underlying mutual fund. Nationwide will designate a
date for this determination not more than 90 days before the shareholder
meeting.



                                       17
<PAGE>   38


Material Conflicts

The underlying mutual funds may be offered through separate accounts of other
insurance companies, as well as through other separate accounts of Nationwide.
Nationwide does not anticipate any disadvantages to this. However, it is
possible that a conflict may arise between the interests of the variable account
and one or more of the other separate accounts in which these underlying mutual
funds participate.

Material conflicts may occur due to a change in law affecting the operations of
variable life insurance policies and variable annuity contracts, or differences
in the voting instructions of the contract owners and those of other companies.
If a material conflict occurs, Nationwide will take whatever steps are necessary
to protect contract owners and variable annuity payees, including withdrawal of
the variable account from participation in the underlying mutual fund(s)
involved in the conflict.

Substitution of Securities

Nationwide may substitute, eliminate, or combine shares of another underlying
mutual fund for shares already purchased or to be purchased in the future if
either of the following occurs:

  (1)  shares of a current underlying mutual fund  are no longer available for
       investment; or

  (2)  further investment in an underlying mutual fund is inappropriate.

No substitution, elimination, or combination of shares may take place without
the prior approval of the SEC.

GUARANTEED TERM OPTIONS

Guaranteed Term Options are separate investment options under the contract. A
Guaranteed Term Option prospectus should be read along with this prospectus. The
minimum amount that may be allocated to a Guaranteed Term Option is $1,000.
Allocations to the Guaranteed Term Options are not subject to variable account
charges.

Guaranteed Term Options provide a guaranteed rate of interest over four
different maturity durations: three (3), five (5), seven (7) or ten (10) years.
Note: The guaranteed term may last for up to 3 months beyond the 3, 5, 7, or 10
year period since every guaranteed term will end on the final day of a calendar
quarter.

For the duration selected, Nationwide will declare a guaranteed interest rate.
For contract owners that elect the Extra Value Option, allocations made to the
Guaranteed Term Options, for the first seven contract years, will be credited a
guaranteed interest rate of 0.45% less than the guaranteed interest rate that
applies to the Guaranteed Term Options if the Extra Value Option is not elected.
That rate will be credited to amounts allocated to the Guaranteed Term Option
UNLESS a distribution is taken before the maturity date. If a distribution
occurs before the maturity date, the amount distributed will be subject to a
market value adjustment. A market value adjustment can increase or decrease the
amount distributed depending on current interest rate fluctuations. No market
value adjustment will be applied if Guaranteed Term Option allocations are held
to maturity.

Because a market value adjustment can affect the value of a distribution, its
effects should be carefully considered before surrendering or transferring from
Guaranteed Term Options. When actual interest rates are higher than the
guaranteed rate, a market value adjustment would reduce the value of the amount
distributed. When actual interest rates are lower than the guaranteed rate, the
value of the amount distributed would increase.

Guaranteed Term Options are available only during the accumulation phase of a
contract. They are not available after the annuitization date. In addition,
Guaranteed Term Options are not available for use with asset rebalancing, Dollar
Cost Averaging, or systematic withdrawals.

Guaranteed Term Options may not be available in every state.



                                       18
<PAGE>   39

THE FIXED ACCOUNT

The fixed account is an investment option that is funded by the assets of
Nationwide's general account. The general account contains all of Nationwide's
assets other than those in other Nationwide separate accounts. It is used to
support Nationwide's annuity and insurance obligations and may contain
compensation for mortality and expense risks. The general account is not subject
to the same laws as the variable account and the SEC has not reviewed material
in this prospectus relating to the fixed account. However, information relating
to the fixed account is subject to federal securities laws relating to accuracy
and completeness of prospectus disclosure.

Purchase payments will be allocated to the fixed account by election of the
contract owner.

The investment income earned by the fixed account will be allocated to the
contracts at varying guaranteed interest rate(s) depending on the following
categories of fixed account allocations:

-    New Money Rate - The rate credited on the fixed account allocation when the
     contract is purchased or when subsequent purchase payments are made.
     Subsequent purchase payments may receive different New Money Rates than the
     rate when the contract was issued, since the New Money Rate is subject to
     change based on market conditions.

-    Variable Account to Fixed Rate - Allocations transferred from any of the
     underlying investment options in the variable account to the fixed account
     may receive a different rate. The rate may be lower than the New Money
     Rate. There may be limits on the amount and frequency of movements from the
     variable account to the fixed account.

-    Renewal Rate - The rate available for maturing fixed account allocations
     which are entering a new guarantee period. The contract owner will be
     notified of this rate in a letter issued with the quarterly statements when
     any of the money in the contract owner's fixed account matures. At that
     time, the contract owner will have an opportunity to leave the money in the
     fixed account and receive the Renewal Rate or the contract owner can move
     the money to any of the other underlying mutual fund options.

-    Dollar Cost Averaging Rate - From time to time, Nationwide may offer a more
     favorable rate for an initial purchase payment into a new contract when
     used in conjunction with a Dollar Cost Averaging program.

For Contract owners that elect the Extra Value Option, payments or transfers
made to the fixed account, for the first seven contract years, will be credited
a guaranteed interest rate of 0.45% less than the crediting rate that applies to
the fixed account if the Extra Value Option is not elected. Nationwide
guarantees, however, that the rate will not be less than 3.0% for any given
year.

All of these rates are subject to change on a daily basis; however, once applied
to the fixed account, the interest rates are guaranteed until the end of the
calendar quarter during which the 12 month anniversary of the fixed account
allocation occurs.

Credited interest rates are annualized rates - the effective yield of interest
over a one year period. Interest is credited to each contract on a daily basis.
As a result, the credited interest rate is compounded daily to achieve the
stated effective yield.

The guaranteed rate for any purchase payment will be effective for not less than
twelve months. Nationwide guarantees that the rate will not be less than 3.0%
per year.

Any interest in excess of 3.0% will be credited to fixed account allocations at
Nationwide's sole discretion. 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.

Nationwide guarantees that the fixed account contract value will not be less
than the amount



                                       19
<PAGE>   40

of the purchase payments allocated to the fixed account, plus interest credited
as described above, less surrenders and any applicable charges including CDSC.

STANDARD CHARGES AND DEDUCTIONS

MORTALITY AND EXPENSE RISK CHARGE

Nationwide deducts a Mortality and Expense Risk Charge from the variable
account. This amount is computed on a daily basis and is equal to an annual rate
of 0.95% of the daily net assets of the variable account.

The Mortality Risk Charge compensates Nationwide for guaranteeing the annuity
purchase rates of the contracts. This guarantee ensures that the annuity
purchase rates will not change regardless of the death rates of annuity payees
or the general population. The Mortality Risk Charge also compensates Nationwide
for risks assumed in connection with the standard death benefit, but only
partially compensates Nationwide in connection with the two optional death
benefits, for which there are separate charges.

The Expense Risk Charge compensates Nationwide for guaranteeing that charges
will not increase regardless of actual expenses.

If the Mortality and Expense Risk Charge is insufficient to cover actual
expenses, the loss is borne by Nationwide.

CONTINGENT DEFERRED SALES CHARGE

No sales charge deduction is made from the purchase payments when amounts are
deposited into the contracts. However, if any part of the contract is
surrendered, Nationwide will deduct a CDSC. The CDSC will not exceed 7% of
purchase payments surrendered.

The CDSC is calculated by multiplying the applicable CDSC percentage (noted
below) by the amount of purchase payments surrendered.

For purposes of calculating the CDSC, surrenders are considered to come first
from the oldest purchase payment made to the contract, then the next oldest
purchase payment, and so forth. Earnings are not subject to the CDSC, but may
not be distributed prior to the distribution of purchase payments. (For tax
purposes, a surrender is usually treated as a withdrawal of earnings first.)

The CDSC applies as follows:

 Number of Years from Date               CDSC
    of Purchase Payment               Percentage

             0                            7%
             1                            7%
             2                            6%
             3                            5%
             4                            4%
             5                            3%
             6                            2%
             7                            0%

The CDSC is used to cover sales expenses, including commissions (maximum of 6%
of purchase payments), production of sales material, and other promotional
expenses. If expenses are greater than the CDSC, the shortfall will be made up
from Nationwide's general account, which may indirectly include portions of the
variable account charges, since Nationwide may generate a profit from these
charges.

All or a portion of any withdrawal may be subject to federal income taxes.
Contract owners taking withdrawals before age 59 1/2 may be subject to a 10%
penalty tax.

Waiver of Contingent Deferred Sales Charge

Each contract year, the contract owner may withdraw without a CDSC the greater
of:

  (a)      10% of all purchase payments; or

  (b)      any amount withdrawn to meet minimum distribution requirements under
           the Internal Revenue Code.

This CDSC-free privilege is non-cumulative. Free amounts not taken during any
given contract year cannot be taken as free amounts in a subsequent contract
year.

In addition, no CDSC will be deducted:

(1)   upon the annuitization of contracts which have been in force for at least
      two years;

(2)   upon payment of a death benefit; or



                                       20
<PAGE>   41

    (3)   from any values which have been held under a contract for at least 7
          years.

No CDSC applies to transfers among sub-accounts or between or among the
Guaranteed Term Options, the fixed account, or the variable account.

A contract held by a Charitable Remainder Trust may withdraw CDSC-free the
greater of (a) or (b) where:

           (a) is the amount which would otherwise be available for
               withdrawal without a CDSC; and

           (b) is the difference between the total purchase payments made to
               the contract as of the date of the withdrawal (reduced by
               previous withdrawals) and the contract value at the close of the
               day prior to the date of the withdrawal.

The CDSC will not be eliminated if to do so would be unfairly discriminatory or
prohibited by state law.

PREMIUM TAXES

Nationwide will charge against the contract value any premium taxes levied by a
state or other government entity. Premium tax rates currently range from 0% to
5.0%. This range is subject to change. The method used to assess premium tax
will be determined by Nationwide at its sole discretion in compliance with state
law.

If applicable, Nationwide will deduct premium taxes from the contract either at:

(1) the time the contract is surrendered;

(2) annuitization; or

(3) such earlier date as Nationwide becomes subject to premium taxes.

Premium taxes may be deducted from death benefit proceeds.

OPTIONAL CONTRACT BENEFITS, CHARGES AND DEDUCTIONS

REDUCED PURCHASE PAYMENT OPTION

If the contract owner chooses the Reduced Purchase Payment Option, Nationwide
will deduct an additional charge equal to an annualized rate of 0.25% of the
daily net assets of the variable account. In return, the minimum initial
purchase payment for that contract will be $1,000 and minimum subsequent
purchase payment will be $25. This option is not available for Investment-only
Contracts.

The contract owner may elect to terminate this option if, throughout a period of
at least two years and continuing until such election, the total of all purchase
payments, less surrenders and withdrawals, is maintained at $25,000 or more.

This election must be submitted in writing on a form provided by Nationwide.
Termination of the rider will occur as of the date on the election form, and the
charge for this rider will no longer be assessed. Subsequent purchase payments,
if any, will be subject to the terms of the contract and must be at least
$1,000.

CDSC OPTIONS AND CHARGES

Five Year CDSC Option

For an additional charge of 0.15% of the daily net assets of the variable
account, the contract owner may choose the Five Year CDSC Option.

Under this option, CDSC will not exceed 7% of purchase payments surrendered.

The Five Year CDSC Option applies as follows:

       Number of Years from Date of          CDSC
             Purchase Payment             Percentage

                     0                        7%
                     1                        7%
                     2                        6%
                     3                        4%
                     4                        2%
                     5                        0%

For contracts issued in the State of New York, this option is available only for
contracts issued as Roth IRAs and is not available when the Extra Value Option
is elected.



                                       21
<PAGE>   42

Additional Withdrawal Without Charge and Disability Waiver

Each contract has a standard 10% CDSC-free withdrawal privilege each year. For
an additional charge of 0.10% of the daily net assets of the variable account,
the contract owner can withdraw an additional 5% of total purchase payments each
year without incurring a CDSC. This would allow the contract owner to withdraw a
total of 15% of the total of all purchase payments each year free of CDSC. Like
the standard 10% CDSC-free privilege, this additional withdrawal benefit is
non-cumulative.

This option also contains a disability waiver. Nationwide will waive CDSC if a
contract owner (or annuitant if the contract is owned by a non-natural owner) is
disabled after the contract is issued but before reaching age 65. If this waiver
becomes effective due to disability, no additional purchase payments may be made
to the contract.

Additional CDSC Waiver Options for Tax Sheltered Annuities

     10 Year and Disability Waiver

     For an additional charge of 0.05% of the daily net assets of the variable
     account, the contract owner of a Tax Sheltered Annuity can purchase the 10
     Year and Disability Waiver. Under this option, Nationwide will waive CDSC
     if two conditions are met:

     (1)      the contract owner has been the owner of the contract for 10
              years; and

     (2)      the contract owner has made regular payroll deferrals during the
              entire contract year for at least 5 of those 10 years.

     This option also contains a disability waiver. Nationwide will waive CDSC
     if the contract owner is disabled after the contract is issued but before
     reaching age 65. If this waiver becomes effective due to disability, no
     additional purchase payments may be made to the contract.

     Hardship Waiver

     For an additional charge of 0.15% of the daily net assets of the variable
     account, the contract owner of a Tax Sheltered Annuity can purchase the
     Hardship Waiver. Under this option, Nationwide will waive CDSC if the
     contract owner experiences a hardship (as defined for purposes of Internal
     Revenue Code Section 401(k)). The contract owner may be required to provide
     proof of hardship.

     If this waiver becomes effective, no additional purchase payments may be
     made to the contract.

DEATH BENEFIT OPTIONS

If the contract owner chooses an optional death benefit, Nationwide will deduct
a charge equal to an annual rate of either 0.05% (for the One-Year Step Up Death
Benefit) or 0.10% (for the 5% Enhanced Death Benefit) of the daily net assets of
the variable account, depending upon which option was chosen. Nationwide may
lower either of these charges at any time without notifying contract owners.
Further information about these benefits can be found in the "Death Benefit
Payment" provision. All of the following death benefit options may not be
available in every state.

One-Year Step Up Death Benefit

If the annuitant dies before the annuitization date, the death benefit will be
the greatest of:

     (1)  the contract value;

     (2)  the total of all purchase payments, less an adjustment for amounts
          surrendered; or

     (3)  the highest contract value on any contract anniversary before the
          annuitant's 86th birthday, less an adjustment for amounts subsequently
          surrendered, plus purchase payments received after that contract
          anniversary.

The adjustment for amounts surrendered will reduce items (2) and (3) above in
the same proportion that the contract value was reduced on the date(s) of the
partial surrender(s).



                                       22
<PAGE>   43


5% Enhanced Death Benefit

If the annuitant dies before the annuitization date, the death benefit will be
the greater of:

  (1)       the contract value; or

  (2)       the total of all purchase payments, less any amounts surrendered,
            accumulated at 5% simple interest from the date of each purchase
            payment or surrender to the most recent contract anniversary prior
            to the annuitant's 86th birthday, less an adjustment for amounts
            subsequently surrendered, plus purchase payments received since that
            contract anniversary.

Long Term Care Facility Provisions

If the contract owner chooses an optional death benefit, no CDSC will be charged
if:

   - The third contract anniversary has passed; and

   - The contract owner has been confined to a long-term care facility
     or hospital for a continuous 90-day period that began after the contract
     issue date.

Additionally, if the contract owner chooses an optional death benefit, no CDSC
will be charged if:

   - The contract owner has been diagnosed by a physician to have a terminal
     illness; and

   - Nationwide receives and records a letter from that physician indicating
     such diagnosis.

Written notice and proof of terminal illness or confinement for 90 days in a
hospital or long term care facility must be received in a form satisfactory to
Nationwide and recorded at Nationwide's home offer prior to waiver of the CDSC.

For those contracts that have a non-natural person as contract owner as an agent
for a natural person, the annuitant may exercise the rights of the contract
owner for the purposes described in this provision. If the non-natural contract
owner does not own the contract as an agent for a natural person (e.g., the
contract owner is a corporation or a trust for the benefit of an entity), the
annuitant may NOT exercise the rights described in this provision.

GUARANTEED MINIMUM INCOME BENEFIT OPTION

For an additional charge of 0.45% of the daily net assets of the variable
account, the contract owner can purchase a Guaranteed Minimum Income Benefit
option at the time of application. The Guaranteed Minimum Income Benefit option
provides for a minimum guaranteed value that may replace the contract value as
the amount to be annuitized under certain circumstances. A Guaranteed Minimum
Income Benefit may afford protection against unfavorable investment performance.

EXTRA VALUE OPTION

The Extra Value Option may not be available in all states. Applicants should be
aware of the following prior to electing the Extra Value Option:

1.    Electing the Extra Value Option will be beneficial for contract owners
      only if the investment performance of the underlying mutual funds and the
      rate of return in the fixed account and Guaranteed Term Options, is great
      enough to compensate for the reduction in contract value due to the 0.45%
      charge;
2.    Nationwide may make a profit from the charge assessed by the Extra Value
      Option;
3.    Because the 0.45% charge associated with the Extra Value Option will be
      assessed against the entire variable account value for the first seven (7)
      contract years, contract owners who anticipate making additional purchase
      payments after the first contract year should carefully examine the Extra
      Value Option and consult their financial adviser regarding its
      desirability;
4.    Once the Extra Value Option is elected, it may not be revoked; and
5.    Nationwide may recapture all or part of the amount credited in the event
      of early surrenders, including revocation of the contract during the
      contractual Free-look period.

For an additional charge at an annualized rate of 0.45% of the daily net assets
of the variable account, the contract owner can purchase an Extra Value Option
at the time of application. Nationwide may reduce this charge.



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<PAGE>   44

In exchange, Nationwide will apply a credit of 3% of the purchase payment(s)
made during the first 12 months the contract is in force. This credit is funded
from Nationwide's general account. The amount credited will be allocated among
the sub-accounts, the fixed account, and/or the Guaranteed Term Options in the
same proportion that the purchase payment is allocated to the contract.

The option of electing the Extra Value Option allows prospective contract owners
to choose between two different variable account charge structures for the first
seven years of the contract. If the credit is elected and no additional contract
options are elected, the total variable account charges under the contract will
be an annualized rate of 1.40% of the daily net assets of the variable account
for the first seven years of the contract. If the Extra Value Option is not
elected, total variable account charges will be an annualized rate of 0.95%
(assuming no other contract options are elected) of the daily net assets of the
variable account for the first seven years of the contract and thereafter.

Under these circumstances, the decision to elect or decline the Extra Value
Option will depend primarily on whether the prospective contract owner believes
it is more advantageous to have:

(a)   a 1.40% variable account charge for the first seven years of the contract,
      plus the Extra Value Option credit; or

(b)   a 0.95% variable account charge for the first seven years of the contract,
      without the Extra Value Option credit.

The following table demonstrates hypothetical rates of return for contracts with
the Extra Value Option and no other optional benefits (total variable account
asset charges of 1.40%) and contracts with no additional contract options (total
variable account asset charges of 0.95%).

The figures are based upon:

      (a)   a $100,000 initial purchase payment with no additional purchase
            payments;

      (b)   the deduction of variable account charges of an annualized rate of
            0.95% (base contract) and 1.40% (contract with only the Extra
            Value Option) of the daily net asset value; and

      (c)   an assumed annual rate of return before charges of 7.75% for all
            years for a period of 10 years.

               7.75% RATE OF RETURN

 Contract     Base Contract      Contract With Extra
   Year        (0.95% total      Value Option (1.40%
              asset charges)     total asset charges)

     1           $106,800              $109,541
     2           $114,062              $116,496
     3           $121,819              $123,894
     4           $130,102              $131,761
     5           $138,949              $140,128
     6           $148,398              $149,026
     7           $158,489              $158,489
     8           $169,266              $169,266
     9           $180,776              $180,776
    10           $193,069              $193,069

Generally, the higher the rate of return, the more advantageous the Extra Value
Option becomes and vice versa. The table above assumes no additional purchase
payments are made to the contract after the first contract anniversary. If
subsequent purchase payments are made to the contract after the first contract
anniversary, (assuming a rate of return of 7.75%), the number of contract years
needed to "break-even" increases in direct correlation with the amount of
subsequent purchase payments made to the contract after the first contract
anniversary.

Amounts credited to the contract in connection with the Extra Value Option may
be recaptured if:



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<PAGE>   45

  (a) the contract owner elects to surrender the contract pursuant to the
      contractual free-look provisions; or

  (b) withdrawals that are subject to a CDSC are taken before the end of the
      seventh contract year.

If the contract is surrendered pursuant to the contractual free-look, Nationwide
may recapture the full credited amount if the contract value, at the time of the
request to surrender, is equal to or greater than the purchase payments made to
the contract. In such a situation, the contract owner is entitled to keep any
earnings. If, however, the contract value is less than the purchase payments
made to the contract, Nationwide will bear the loss.

After the free look period and before the seventh contract anniversary, any
amounts withdrawn from the contract that are subject to a CDSC subjects a part
of the amount credited to recapture. For example, if a contract owner withdraws
13% of purchase payments made within the first contract year, 3% of the amount
credited will be recaptured by Nationwide, since the contract owner may withdraw
only 10% of purchase payments without a CDSC. This means that the percentage of
the amount credited to be recaptured will be determined by the percentage of
total purchase payments reflected in the amount surrendered that is subject to
CDSC. The amount recaptured will be taken from the sub-accounts, the fixed
account and/or the Guaranteed Term Options in the same proportion as allocated
by the contract owner at the time of the withdrawal.

For contract issued in the State of New York, after the free look period and
before the seventh contract anniversary, amounts credited under the contract may
be recaptured whenever withdrawals are made that are subject to a CDSC in
accordance with the following:

                                 (EXTRA VALUE AMOUNT)
       CONTRACT YEARS          PERCENTAGE OF FIRST YEAR
                                  PURCHASE PAYMENTS

          1 and 2                         3%
         3,4 and 5                        2%
          6 and 7                         1%
        After Year 7                      0%

The percentage of the amount credited to be recaptured will be determined by the
percentage of total purchase payments reflected in the amount surrendered that
is subject to CDSC. The amount recaptured will be taken from the sub-accounts
and the fixed account in the same proportion as allocated by the contract owner
at the time of the withdrawal.

NO AMOUNT CREDITED WILL BE SUBJECT TO RECAPTURE IF THE WITHDRAWAL IS NOT SUBJECT
TO A CDSC OR IF A DISTRIBUTION IS TAKEN AS A RESULT OF DEATH, ANNUITIZATION, OR
TO MEET MINIMUM DISTRIBUTION REQUIREMENTS UNDER THE INTERNAL REVENUE CODE. IN
ADDITION, NO RECAPTURE WILL TAKE PLACE AFTER THE SEVENTH CONTRACT YEAR.

After the end of the first seven contract years, the 0.45% charge for the Extra
Value Option will no longer be assessed and the amount credited will be fully
vested. Nationwide intends to administer the removal of the 0.45% rider option
charge by decreasing the number of units and increasing the unit value of the
sub-accounts in which the contract owner was invested at the end OF the seventh
contract year. The elimination of the 0.45% charge and the adjustment in the
number of units and unit values will not affect contract owners' contract
values.

Upon annuitization of the contract, any amounts assessed for any rider options
will be waived and only those charges applicable to the base contract will be
assessed.

CONTRACT OWNERSHIP

The contract owner has all rights under the contract. Purchasers who name
someone other than themselves as the contract owner will have no rights under
the contract.



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<PAGE>   46

Contract owners of Non-Qualified Contracts may name a new contract owner at any
time before the annuitization date. Any change of contract owner automatically
revokes any prior contract owner designation. Changes in contract ownership may
result in federal income taxation and may be subject to state and federal gift
taxes.

A change in contract ownership must be submitted in writing and recorded at
Nationwide's home office. Once recorded, the change will be effective as of the
date signed. However, the change will not affect any payments made or actions
taken by Nationwide before it was recorded.

The contract owner may also request a change in the annuitant, contingent
annuitant, contingent owner, beneficiary, or contingent beneficiary before the
annuitization date. These changes must be:

   -     on a Nationwide form;

   -     signed by the contract owner; and

   -     received at Nationwide's home office before the annuitization date.

Nationwide must review and approve any change requests. If the contract owner is
not a natural person and there is a change of the annuitant, distributions will
be made as if the contract owner died at the time of the change.

On the annuitization date, the annuitant will become the contract owner, unless
the contract owner is a Charitable Remainder Trust.

JOINT OWNERSHIP

Joint owners each own an undivided interest in the contract.

Contract owners can name a joint owner at any time before annuitization subject
to the following conditions:

   - joint owners can only be named for Non-Qualified Contracts;

   - joint owners must be spouses at the time joint ownership is requested,
     unless state law requires Nationwide to allow non-spousal joint owners;

   - the exercise of any ownership right in the contract will generally require
     a written request signed by both joint owners;

   - an election in writing signed by both contract owners must be made to
     authorize Nationwide to allow the exercise of ownership rights
     independently by either joint owner; and

   - Nationwide will not be liable for any loss, liability, cost, or expense for
     acting in accordance with the instructions of either joint owner.

CONTINGENT OWNERSHIP

The contingent owner is entitled to certain benefits under the contract if a
contract owner who is NOT the annuitant dies before the annuitization date, and
there is no surviving joint owner.

The contract owner may name or change a contingent owner at any time before the
annuitization date. To change the contingent owner, a written request must be
submitted to Nationwide. Once Nationwide has recorded the change, it will be
effective as of the date it was signed, whether or not the contract owner was
living at the time it was recorded. The change will not affect any action taken
by Nationwide before the change was recorded.

ANNUITANT

The annuitant is the person who will receive annuity payments and upon whose
continuation of life any annuity payment involving life contingencies depends.
This person must be age 85 or younger at the time of contract issuance, (age 83
or younger if electing a Guaranteed Minimum Income Benefit option) unless
Nationwide approves a request for an annuitant of greater age. The annuitant may
be changed before the annuitization date with Nationwide's consent.

BENEFICIARY AND CONTINGENT BENEFICIARY

The beneficiary is the person who is entitled to the death benefit if the
annuitant dies before the annuitization date and there is no joint owner. The
contract owner can name more than one



                                       26
<PAGE>   47

beneficiary. Multiple beneficiaries will share the death benefit equally, unless
otherwise specified.

The contract owner may change the beneficiary or contingent beneficiary during
the annuitant's lifetime by submitting a written request to Nationwide. Once
recorded, the change will be effective as of the date it was signed, whether or
not the annuitant was living at the time it was recorded. The change will not
affect any action taken by Nationwide before the change was recorded.

OPERATION OF THE CONTRACT

MINIMUM INITIAL AND SUBSEQUENT PURCHASE PAYMENTS

                     MINIMUM INITIAL
                        PURCHASE            MINIMUM
     CONTRACT            PAYMENT          SUBSEQUENT
       TYPE                                PAYMENTS

Investment-only          $15,000            $1,000
Non-Qualified            $15,000            $1,000
IRA                      $15,000            $1,000
Roth IRA                 $15,000            $1,000
Tax Sheltered            $15,000            $1,000
Annuity
Charitable               $15,000            $1,000
Remainder Trust
SEP IRA                  $15,000            $1,000
Simple IRA               $15,000            $1,000

Subsequent purchase payments are not permitted for contracts issued in the State
of Oregon, and may not be permitted in other states under certain circumstances.

If the contract owner elects the Reduced Purchase Payment Option, minimum
initial and subsequent purchase payments will be reduced accordingly.

If the contract owner elects the Extra Value Option, amounts credited to the
contract may not be used to meet the minimum initial and subsequent purchase
payment requirements.

Guaranteed Term Options

Guaranteed Term Options are separate investment options under the contract. The
minimum amount that may be allocated to a Guaranteed Term Option is $1,000.

PRICING

Initial purchase payments allocated to sub-accounts will be priced at the
accumulation unit value determined no later than 2 business days after receipt
of an order to purchase if the application and all necessary information are
complete. If the application is not complete, Nationwide may retain a purchase
payment for up to 5 business days while attempting to complete it. If the
application is not completed within 5 business days, the prospective purchaser
will be informed of the reason for the delay. The purchase payment will be
returned unless the prospective purchaser specifically allows Nationwide to hold
the purchase payment until the application is completed.

Subsequent purchase payments will be priced based on the next available
accumulation unit value after the payment is received. The cumulative total of
all purchase payments under contracts issued by Nationwide on the life of any
one annuitant cannot exceed $1,000,000 without Nationwide's prior consent.

Purchase payments will not be priced when the New York Stock Exchange is closed
or on the following nationally recognized holidays:

-        New Year's Day                -        Independence Day
-        Martin Luther King, Jr. Day   -        Labor Day
-        Presidents' Day               -        Thanksgiving
-        Good Friday                   -        Christmas
-        Memorial Day

Nationwide also will not price purchase payments if:

   (1) trading on the New York Stock Exchange is restricted;

   (2) an emergency exists making disposal or valuation of securities held in
       the variable account impracticable; or

   (3) the SEC, by order, permits a suspension or postponement for the
       protection of security holders.

Rules and regulations of the SEC will govern as to when the conditions described
in (2) and (3) exist. If Nationwide is closed on days when the New York Stock
Exchange is open, contract



                                       27
<PAGE>   48

value may be affected since the contract owner will not have access to their
account.

ALLOCATION OF PURCHASE PAYMENTS

Nationwide allocates purchase payments to sub-accounts, the fixed account,
and/or Guaranteed Term Options as instructed by the contract owner. Shares of
the underlying mutual funds allocated to the sub-accounts are purchased at net
asset value, then converted into accumulation units. Contract owners can change
allocations or make exchanges among the sub-accounts, fixed account or
Guaranteed Term Options. However, no change may be made that would result in an
amount less than 1% of the purchase payments being allocated to any sub-account.
Certain transactions may be subject to conditions imposed by the underlying
mutual funds, as well as those set forth in the contract.

DETERMINING THE CONTRACT VALUE

The contract value is the sum of:

(1)      the value of amounts allocated to the sub-accounts of the variable
         account;

(2)      amounts allocated to the fixed account; and

(3)      amounts allocated to a Guaranteed Term Option.

If part or all of the contract value is surrendered, or charges are assessed
against the whole contract value, Nationwide will deduct a proportionate amount
from each sub-account, the fixed account and any Guaranteed Term Option based on
current cash values.

Determining Variable Account Value - Valuing an Accumulation Unit

Purchase payments or transfers allocated to sub-accounts are accounted for in
accumulation units. Accumulation unit values (for each sub-account) are
determined by calculating the net investment factor for the underlying mutual
funds for the current valuation period and multiplying that result with the
accumulation unit values determined on the previous valuation period.

Nationwide uses the net investment factor as a way to calculate the investment
performance of a sub-account from valuation period to valuation period. For each
sub-account, the net investment factor shows the investment performance of the
underlying mutual fund in which a particular sub-account invests, including the
charges assessed against that sub-account for a valuation period.

The net investment factor for any particular sub-account is determined by
dividing (a) by (b), and then subtracting (c) from the result, where:

  (a)      is:

           (1)    the net asset value of the underlying mutual fund as of the
                  end of the current valuation period; and

           (2)    the per share amount of any dividend or income distributions
                  made by the underlying mutual fund (if the ex-dividend date
                  occurs during the current valuation period); and

  (b)      is the net asset value of the underlying mutual fund determined as
           of the end of the preceding valuation period; and

  (c)      is a factor representing the daily variable account charges, which
           may include charges for contract options chosen by the contract
           owner. The factor is equal to an annual rate ranging from 0.95% to
           2.70% of the daily net assets of the variable account, depending on
           which contract features the contract owner chooses.

Based on the change in the net investment factor, the value of an accumulation
unit may increase or decrease. Changes in the net investment factor may not be
directly proportional to changes in the net asset value of the underlying mutual
fund shares because of the deduction of variable account charges.

Though the number of accumulation units will not change as a result of
investment experience, the value of an accumulation unit may increase or
decrease from valuation period to valuation period.



                                       28
<PAGE>   49

Determining Fixed Account Value

Nationwide determines the value of the fixed account by:

   (1)      adding all amounts allocated to the fixed account, minus amounts
            previously transferred or withdrawn; and

   (2)      adding any interest earned on the  amounts allocated.

Determining the Guaranteed Term Option Value

Nationwide determines the value of a Guaranteed Term Option by:

   (1)      adding all amounts allocated to any Guaranteed Term Option, minus
            amounts previously transferred or withdrawn (which may be subject to
            a market value adjustment); and

   (2)      adding any interest earned on the amounts allocated to any
            Guaranteed Term Option.

TRANSFERS PRIOR TO ANNUITIZATION

Transfers from the Fixed Account to the Variable Account or to a Guaranteed Term
Option

Fixed account allocations may be transferred to the variable account or to a
Guaranteed Term Option only upon reaching the end of an interest rate guarantee
period. Normally, Nationwide will permit 100% of such fixed account allocations
to be transferred to the variable account or to a Guaranteed Term Option;
however Nationwide may, under certain economic conditions and at its discretion,
limit the maximum transferable amount. Under no circumstances will the maximum
transferable amount be less than 10% of the fixed account allocation reaching
the end of an interest rate guarantee period. Transfers of the fixed account
allocations must be made within 45 days after reaching the end of an interest
rate guarantee period.

Contract owners who use Dollar Cost Averaging may transfer from the fixed
account to the variable account under the terms of that program (see "Dollar
Cost Averaging").

Transfers to the Fixed Account

Variable account allocations may be transferred to the fixed account at any
time. Normally, Nationwide will not restrict transfers from the variable account
to the fixed account; however, Nationwide may establish a maximum transfer limit
from the variable account to the fixed account. Except as noted below, under no
circumstances will the transfer limit be less than 10% of the current value of
the variable account, less any transfers made in the 12 months preceding the
date the transfer is requested, but not including transfers made prior to the
imposition of the transfer limit. However, where permitted by state law,
Nationwide reserves the right to refuse transfers or purchase payments to the
fixed account when the fixed account value is greater than or equal to 30% of
the contract value at the time the purchase payment is made or the transfer is
requested.

Transfers from a Guaranteed Term Option

Transfers from a Guaranteed Term Option prior to maturity are subject to a
market value adjustment.

Transfers Among the Sub-Accounts

Allocations may be transferred among the sub-accounts once per valuation period.

TRANSFERS AFTER ANNUITIZATION

After annuitization, transfers may only be made on the anniversary of the
annuitization date.

TRANSFER REQUESTS

Nationwide will accept transfer requests in writing or, in those states that
allow, over the telephone. Nationwide will use reasonable procedures to confirm
that telephone instructions are genuine and will not be liable for following
telephone instructions that it reasonably determined to be genuine. Nationwide
may withdraw the telephone exchange privilege upon 30 days written notice to
contract owners.

Amounts transferred to the variable account will receive the accumulation unit
value next determined after the transfer request is received.



                                       29
<PAGE>   50

Interest Rate Guarantee Period

The interest rate guarantee period is the period of time that the fixed account
interest rate is guaranteed to remain the same. Within 45 days of the end of an
interest rate guarantee period, transfers may be made from the fixed account to
the variable account or to the Guaranteed Term Options. Nationwide will
determine the amount that may be transferred and will declare this amount at the
end of the guarantee period. This amount will not be less than 10% of the amount
in the fixed account that is maturing.

For new purchase payments allocated to the fixed account, or transfers to the
fixed account from the variable account or a Guaranteed Term Option, this period
begins on the date of deposit or transfer and ends on the one year anniversary
of the deposit or transfer. The guaranteed interest rate period may last for up
to 3 months beyond the 1 year anniversary because guaranteed terms end on the
last day of a calendar quarter.

The interest rate guarantee period does not in any way refer to interest rate
crediting practices connected with Guaranteed Term Options.

During an interest rate guarantee period, transfers cannot be made from the
fixed account, and amounts transferred to the fixed account must remain on
deposit.

Market Timing Firms

Some contract owners may use market timing firms or other third parties to make
transfers on their behalf. Generally, in order to take advantage of perceived
market trends, market timing firms will submit transfer or exchange requests on
behalf of multiple contract owners at the same time. Sometimes this can result
in unusually large transfers of funds. These large transfers might interfere
with the ability of Nationwide or the underlying mutual fund to process
transactions. This can potentially disadvantage contract owners not using market
timing firms. To avoid this, Nationwide may modify transfer and exchange rights
of contract owners who use market timing firms (or other third parties) to
transfer or exchange funds on their behalf.

The exchange and transfer rights of individual contract owners will not be
modified in any way when instructions are submitted directly by the contract
owner, or by the contract owner's representative (as authorized by the execution
of a valid Nationwide Limited Power of Attorney Form).

To protect contract owners, Nationwide may refuse exchange and transfer
requests:

     -     submitted by any agent acting under a power of attorney on behalf
           of more than one contract owner; or

     -     submitted on behalf of individual contract owners who have executed
           pre-authorized exchange forms which are submitted by market timing
           firms (or other third parties) on behalf of more than one contract
           owner at the same time.

Nationwide will not restrict exchange rights unless Nationwide believes it to be
necessary for the protection of all contract owners.

RIGHT TO REVOKE

Contract owners have a ten day "free look" to examine the contract. The contract
may be returned to Nationwide's home office for any reason within ten days of
receipt and Nationwide will refund the contract value or another amount required
by law. The refunded contract value will reflect the deduction of any contract
charges, unless otherwise required by law. All Individual Retirement Annuity,
SEP IRA, Simple IRA and Roth IRA refunds will be a return of purchase payments.
State and/or federal law may provide additional free look privileges.

Contract owners who have elected the Extra Value Option and subsequently
terminate the contract under the free look provision will forfeit any amounts
credited to the contract. For those jurisdictions that allow a return of
contract value, the contract owner will retain any earnings attributable to the
amount credited; all



                                       30
<PAGE>   51

losses attributable to the amount credited will be incurred by Nationwide.

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 Nationwide.

SURRENDER (REDEMPTION)

Contract owners may surrender some or all of their contract value before the
earlier of the annuitization date or the annuitant's death. Surrender requests
must be in writing and Nationwide may require additional information. When
taking a full surrender, the contract must accompany the written request.
Nationwide may require a signature guarantee.

If the Extra Value Option is elected, and the amount withdrawn is subject to a
CDSC, then for the first seven contract years only, a portion of the amount
credited under the Extra Value Option may be recaptured. No recapture will take
place after the seventh contract year. The amount credited will not, however, be
subject to recapture if a withdrawal not subject to the CDSC is being made (see
"Extra Value Option").

Nationwide will pay any amounts surrendered from the sub-accounts within 7 days.
However, Nationwide may suspend or postpone payment when it is unable to price a
purchase payment or transfer.

PARTIAL SURRENDERS (PARTIAL REDEMPTIONS)

Nationwide will surrender accumulation units from the sub-accounts and an amount
from the fixed account and Guaranteed Term Options. The amount withdrawn from
each investment option will be in proportion to the value in each option at the
time of the surrender request.

A CDSC may apply.  The contract owner may take the CDSC from either:

     (a)   the amount requested; or

     (b)   the contract value remaining after the contract owner has received
           the amount requested.

If the contract owner does not make a specific election, any applicable CDSC
will be taken from the contract value remaining after the contract owner has
received the amount requested.

The CDSC deducted is a percentage of the amount requested by the contract owner.
Amounts deducted for CDSC are not subject to subsequent CDSC.

FULL SURRENDERS (FULL REDEMPTIONS)

The contract value upon full surrender may be more or less than the total of all
purchase payments made to the contract. The contract value will reflect variable
account charges, underlying mutual fund charges and the investment performance
of the underlying mutual funds. A CDSC may apply.

SURRENDERS UNDER A TEXAS OPTIONAL RETIREMENT PROGRAM OR A LOUISIANA OPTIONAL
RETIREMENT PLAN

Redemption restrictions apply to contracts issued under the Texas Optional
Retirement Program or the Louisiana Optional Retirement Plan.

The Texas Attorney General has ruled that participants in contracts issued under
the Texas Optional Retirement Program may only take withdrawals if:

     - the participant dies;

     - the participant retires;

     - the participant terminates employment due to total disability; or

     - the participant that works in a Texas public institution of higher
       education terminates employment.

A participant under a contract issued under the Louisiana Optional Retirement
Plan may only take distributions from the contract upon retirement or
termination of employment. All retirement benefits under this type of plan must



                                       31
<PAGE>   52

be paid as lifetime income; lump sum cash payments are not permitted, except for
death benefits.

Due to the restrictions described above, a participant under either of these
plans will not be able to withdraw cash values from the contract unless one of
the applicable conditions is met. However, contract value may be transferred to
other carriers, subject to any CDSC.

Nationwide 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. Nationwide issues this contract to participants in the
Louisiana Optional Retirement Plan in reliance upon and in compliance with an
exemptive order that Nationwide received from the SEC on August 22, 1990.

SURRENDERS UNDER A TAX SHELTERED ANNUITY

Contract owners of a Tax Sheltered Annuity may surrender part or all of their
contract value before the earlier of the annuitization date or the annuitant's
death, except as provided below:

A.   Contract value attributable to contributions made under a qualified cash or
     deferred arrangement (within the meaning of Internal Revenue Code Section
     402(g)(3)(A)), a salary reduction agreement (within the meaning of Internal
     Revenue Code Section 402(g)(3)(C)), or transfers from a Custodial Account
     (as described in Section 403(b)(7) of the Internal Revenue Code), may be
     surrendered only:

     1.  when the contract owner reaches age 59 1/2, separates from service,
         dies, or becomes disabled (within the meaning of Internal Revenue Code
         Section 72(m)(7)); or

     2.  in the case of hardship (as defined for purposes of Internal Revenue
         Code Section 401(k)), provided that any such hardship surrender may NOT
         include any income earned on salary reduction contributions.

B.  The surrender limitations described in Section A 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 a ten day free look
     cancellation of the contract (when available) may result in taxes,
     penalties, and/or retroactive disqualification of a Tax Sheltered Annuity.

In order to prevent disqualification of a Tax Sheltered Annuity after a ten day
free look cancellation, Nationwide will transfer the proceeds to another Tax
Sheltered Annuity upon proper direction by the contract owner.

These provisions explain Nationwide's understanding of current withdrawal
restrictions. These restrictions may change.

Distributions pursuant to Qualified Domestic Relations Orders will not violate
the restrictions stated above.

LOAN PRIVILEGE

The loan privilege is ONLY available to owners of Tax Sheltered Annuities. These
contract owners can take loans from the contract value beginning 30 days after
the contract is issued up to the annuitization date. Loans are subject to the
terms of the contract, the plan, and the Internal Revenue Code. Nationwide may
modify the terms of a loan to comply with changes in applicable law.



                                       32
<PAGE>   53

MINIMUM & MAXIMUM LOAN AMOUNTS

Contract owners may borrow a minimum of $1,000, unless Nationwide is required by
law to allow a lesser minimum amount. Each loan must individually satisfy the
contract minimum amount.

Nationwide will calculate the maximum nontaxable loan amount based upon
information provided by the participant or the employer. Loans may be taxable if
a participant has additional loans from other plans. The total of all
outstanding loans must not exceed the following limits:

                 CONTRACT     MAXIMUM OUTSTANDING LOAN
                 VALUES       BALANCE ALLOWED

NON-ERISA PLANS  up to        up to 80% of contract
                 $20,000      value (not more than
                              $10,000)

                 $20,000      up to 50% of contract
                 and over     value (not more than
                              $50,000*)

ERISA PLANS      All          up to 50% of contract
                              value (not more than
                              $50,000*)

* The $50,000 limits will be reduced by the highest outstanding balance owed
  during the previous 12 months.

For salary reduction Tax Sheltered Annuities, loans may be secured only by the
contract value.

LOAN PROCESSING FEE

Nationwide may charge a loan processing fee at the time each new loan is
processed. If assessed, this fee compensates Nationwide for expenses related to
administering and processing loans. Loans are not available in all states. In
addition, some states may not allow Nationwide to assess a Loan Processing Fee.

The fee is taken from the sub-accounts, fixed account, and Guaranteed Term
Options in proportion to the contract value at the time the loan is processed.

HOW LOAN REQUESTS ARE PROCESSED

All loans are made from the collateral fixed account. Nationwide transfers
accumulation units in proportion to the assets in each sub-account to the
collateral fixed account until the requested amount is reached. If there are not
enough accumulation units available in the contract to reach the requested loan
amount, Nationwide next transfers contract value from the fixed account. Any
remaining required collateral will be transferred from the Guaranteed Term
Options. Transfers from the Guaranteed Term Options may be subject to a market
value adjustment. No CDSC will be deducted on transfers related to loan
processing.

LOAN INTEREST

The outstanding loan balance in the collateral fixed account is credited with
interest until the loan is repaid in full. The interest rate will be 2.25% less
than the loan interest rate fixed by Nationwide. The interest rate is guaranteed
never to fall below 3.0%.

Specific loan terms are disclosed at the time of loan application or issuance.

LOAN REPAYMENT

Loans must be repaid in five years. However, if the loan is used to purchase the
contract owner's principal residence, the contract owner has 15 years to repay
the loan.

Contract owners must identify loan repayments as loan repayments or they will be
treated as purchase payments and will not reduce the outstanding loan. Payments
must be substantially level and made at least quarterly.

Loan repayments will consist of principal and interest in amounts set forth in
the loan agreement. Repayments are allocated to the sub-accounts in accordance
with the contract, unless Nationwide and the contract owner have agreed to amend
the contract at a later date on a case by case basis.

Loan repayments to the Guaranteed Term Options must be at least $1,000. If the
proportional share of the repayment to the Guaranteed Term Option is less than
$1,000, that portion of the repayment will be allocated to the Fidelity Money
Market Fund unless the contract owner directs otherwise.



                                       33
<PAGE>   54


DISTRIBUTIONS & ANNUITY PAYMENTS

Distributions made from the contract while a loan is outstanding will be reduced
by the amount of the outstanding loan plus accrued interest if:

   - the contract is surrendered;

   - the contract owner/annuitant dies;

   - the contract owner who is not the annuitant dies prior to annuitization;or

   - annuity payments begin.

TRANSFERRING THE CONTRACT

Nationwide reserves the right to restrict any transfer of the contract while the
loan is outstanding.

GRACE PERIOD & LOAN DEFAULT

If a loan payment is not made when due, interest will continue to accrue. A
grace period may be available (please refer to the terms of the loan agreement).
If a loan payment is not made by the end of the applicable grace period, the
entire loan will be treated as a deemed distribution and will be taxable to the
borrower. This deemed distribution may also be subject to an early withdrawal
tax penalty by the Internal Revenue Service.

After default, interest will continue to accrue on the loan. Defaulted amounts,
plus interest, are deducted from the contract value when the participant is
eligible for a distribution of at least that amount. Additional loans are not
available while a previous loan is in default.

ASSIGNMENT

Contract rights are personal to the contract owner and may not be assigned
without Nationwide's written consent.

A Non-Qualified Contract owner may assign some or all rights under the contract.
An assignment must occur before annuitization while the annuitant is alive. Once
proper notice of assignment is recorded by Nationwide's home office, the
assignment will become effective as of the date the written request was signed.

Investment-only Contracts, Individual Retirement Annuities, Roth IRAs, SEP IRAs,
Simple IRAs, and Tax Sheltered Annuities may not be assigned, pledged or
otherwise transferred except where allowed by law.

Nationwide is not responsible for the validity or tax consequences of any
assignment. Nationwide is not liable for any payment or settlement made before
the assignment is recorded. Assignments will not be recorded until Nationwide
receives sufficient direction from the contract owner and the assignee regarding
the proper allocation of contract rights.

Amounts pledged or assigned will be treated as distributions and will be
included in gross income to the extent that the cash value exceeds the
investment in the contract for the taxable year in which it was pledged or
assigned. Amounts assigned may be subject to a tax penalty equal to 10% of the
amount included in gross income.

Assignment of the entire contract value may cause the portion of the contract
value exceeding 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.

CONTRACT OWNER SERVICES

ASSET REBALANCING

Asset rebalancing is the automatic reallocation of contract values to the
sub-accounts on a predetermined percentage basis. Asset rebalancing is not
available for assets held in the fixed account or the Guaranteed Term Options.
Requests for asset rebalancing must be on a Nationwide form.

Asset rebalancing occurs every three months or on another frequency if permitted
by Nationwide. If the last day of the three-month period falls on a Saturday,
Sunday, recognized holiday, or any other day when the New York



                                       34
<PAGE>   55

Stock Exchange is closed, asset rebalancing will occur on the next business day.

Asset rebalancing may be subject to employer limitations or restrictions for
contracts issued to a Tax Sheltered Annuity plan. Contract owners should consult
a financial adviser to discuss the use of asset rebalancing.

Nationwide reserves the right to stop establishing new asset rebalancing
programs. Nationwide also reserves the right to assess a processing fee for this
service.

DOLLAR COST AVERAGING

Dollar Cost Averaging is a long-term transfer program that allows you to make
regular, level investments over time. It involves the automatic transfer of a
specified amount from the fixed account and/or certain sub-accounts into other
sub-accounts. Nationwide does not guarantee that this program will result in
profit or protect contract owners from loss.

Contract owners direct Nationwide to automatically transfer specified amounts
from the fixed account, the VIP High Income Portfolio and the VIP Money Market
Portfolio to any other underlying mutual fund. Dollar Cost Averaging transfers
may not be directed to Guaranteed Term Options.

Transfers occur monthly or on another frequency if permitted by Nationwide.
Nationwide will process transfers until either the value in the originating
investment option is exhausted, or the contract owner instructs Nationwide in
writing to stop the transfers.

Nationwide reserves the right to stop establishing new Dollar Cost Averaging
programs. Nationwide also reserves the right to assess a processing fee for this
service.

Dollar Cost Averaging from the Fixed Account

Transfers from the fixed account must be equal to or less than 1/30th of the
fixed account value at the time the program is requested. A Dollar Cost
Averaging program which transfers amounts from the fixed account to the variable
account is not the same as an Enhanced Rate Dollar Cost Averaging program.
Contract owners that wish to utilize Dollar Cost Averaging from the fixed
account should first inquire whether any Enhanced Rate Dollar Cost Averaging
programs are available.

Enhanced Rate Dollar Cost Averaging

Nationwide may, from time to time, offer Enhanced Rate Dollar Cost Averaging
programs. Contract owners may participate in this program if their contract
value is $10,000 or more. Dollar Cost Averaging transfers for this program may
only be made from the fixed account. Such Enhanced Rate Dollar Cost Averaging
programs allow the contract owner to earn a higher rate of interest on assets in
the fixed account than would normally be credited when not participating in the
program. Each enhanced interest rate is guaranteed for as long as the
corresponding program is in effect. Nationwide will process transfers until
either amounts in the enhanced rate fixed account are exhausted, or the contract
owner instructs Nationwide in writing to stop the transfers. For this program
only, when a written request to discontinue transfers is received, Nationwide
will automatically transfer the remaining amount in the enhanced rate fixed
account to the VIP Money Market Portfolio.

SYSTEMATIC WITHDRAWALS

Systematic withdrawals allow contract owners to receive a specified amount (of
at least $100) on a monthly, quarterly, semi-annual, or annual basis. Requests
for systematic withdrawals and requests to discontinue systematic withdrawals
must be in writing.

The withdrawals will be taken from the sub-accounts and the fixed account
proportionately unless Nationwide is instructed otherwise. Systematic
withdrawals are not available from the Guaranteed Term Options.

Nationwide will withhold federal income taxes from systematic withdrawals unless
otherwise instructed by the contract owner. The Internal Revenue Service may
impose a 10% penalty tax if the contract owner is under age 59 1/2 unless the
contract owner has made an irrevocable



                                       35
<PAGE>   56

election of distributions of substantially equal payments.

If the contract owner takes systematic withdrawals, the maximum amount that can
be withdrawn annually without a CDSC is the greatest of:

     (1) 10% of all purchase payments made to the contract as of the
         withdrawal date;

     (2) an amount withdrawn to meet minimum distribution requirements under
         the Internal Revenue Code; or

     (3) a percentage of the contract value based on the contract owner's age,
         as shown in the table below:

        CONTRACT OWNER'S            PERCENTAGE OF
              AGE                   CONTRACT VALUE

         Under age 59 1/2                 5%

     Age 59 1/2 through age 61            7%

     Age 62 through age 64                8%

     Age 65 through age 74               10%

        Age 75 and over                  13%

Contract value and contract owner's age are determined as of the date the
request for the withdrawal program is recorded by Nationwide's home office. For
joint owners, the older joint owner's age will be used.

If total amounts withdrawn in any contract year exceeds the CDSC-free amount
described above, those amounts will only be eligible for the 10% of purchase
payment CDSC-free withdrawal privilege described in the "Contingent Deferred
Sales Charge" section. The total amount of CDSC for that contract year will be
determined in accordance with that provision.

The CDSC-free withdrawal privilege for systematic withdrawals is non-cumulative.
Free amounts not taken during any contract year cannot be taken as free amounts
in a subsequent contract year.

Nationwide reserves the right to stop establishing new systematic withdrawal
programs. Nationwide also reserves the right to assess a processing fee for this
service. Systematic withdrawals are not available before the end of the ten-day
free look period (see "Right to Revoke").

ANNUITY COMMENCEMENT DATE

The annuity commencement date is the date on which annuity payments are
scheduled to begin. The contract owner may change the annuity commencement date
before annuitization. This change must be in writing and approved by Nationwide.

ANNUITIZING THE CONTRACT

ANNUITIZATION DATE

The annuitization date is the date that annuity payments begin. It will be the
first day of a calendar month unless otherwise agreed, and must be at least 2
years after the contract is issued. If the contract is issued to fund a Tax
Sheltered Annuity, annuitization may occur during the first 2 years subject to
Nationwide's approval.

ANNUITIZATION

Annuitization is the period during which annuity payments are received. It is
irrevocable once payments have begun. Upon arrival of the annuitization date,
the annuitant must choose:

   (1) an annuity payment option; and

   (2) either a fixed payment annuity, variable payment annuity, or an available
       combination.

Nationwide guarantees that each payment under a fixed payment annuity will be
the same throughout annuitization. Under a variable payment annuity, the amount
of each payment will vary with the performance of the underlying mutual funds
chosen by the contract owner.

FIXED PAYMENT ANNUITY

A fixed payment annuity is an annuity where the amount of the annuity payments
remains level.




                                       36
<PAGE>   57

The first payment under a fixed payment annuity is determined on the
annuitization date on an "age last birthday" basis by:

   (1) deducting applicable premium taxes from the total contract value; then

   (2) applying the contract value amount specified by the contract owner to the
       fixed payment annuity table for the annuity payment option elected.

Subsequent payments will remain level unless the annuity payment option elected
provides otherwise. Nationwide does not credit discretionary interest during
annuitization.

VARIABLE PAYMENT ANNUITY

A variable payment annuity is an annuity where the amount of the annuity
payments will vary depending on the performance of the underlying mutual funds
selected.

                      A VARIABLE PAYMENT ANNUITY MAY NOT BE
                     ELECTED WHEN EXERCISING THE GUARANTEED
                         MINIMUM INCOME BENEFIT OPTION.


The first payment under a variable payment annuity is determined on the
annuitization date on an "age last birthday" basis by:

   (1) deducting applicable premium taxes from the total contract value; then

   (2) applying the contract value amount specified by the contract owner to the
       variable payment annuity table for the annuity payment option elected.

The dollar amount of the first payment is converted into a set number of annuity
units that will represent each monthly payment. This is done by dividing the
dollar amount of the first payment by the value of an annuity unit as of the
annuitization date. This number of annuity units remains fixed during
annuitization.

The second and subsequent payments are 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 amount of the second and subsequent payments will
vary with the performance of the selected underlying mutual funds. Nationwide
guarantees that variations in mortality experience from assumptions used to
calculate the first payment will not affect the dollar amount of the second and
subsequent payments.

Assumed Investment Rate

An assumed investment rate is the percentage rate of return assumed to determine
the amount of the first payment under a variable payment annuity. Nationwide
uses the assumed investment rate of 3.5% to calculate the first annuity payment
and to calculate the investment performance of an underlying mutual fund in
order to determine subsequent payments under a variable payment annuity. An
assumed investment rate is the percentage rate of return required to maintain
level variable annuity payments. Subsequent variable annuity payments may be
more or less than the first payment based on whether actual investment
performance of the underlying mutual funds is higher or lower than the assumed
investment rate of 3.5%.

Value of an Annuity Unit

Annuity unit values for sub-accounts are determined by multiplying the net
investment factor for the valuation period for which the annuity unit is being
calculated by the immediately preceding valuation period's annuity unit value,
and multiplying the result by an interest factor to neutralize the assumed
investment rate of 3.5% per annum built into the variable payment annuity
purchase rate basis in the contracts.

Exchanges among Underlying Mutual Funds

Exchanges among underlying mutual funds during annuitization must be in writing.
Exchanges may only be made on each anniversary of the annuitization date.

FREQUENCY AND AMOUNT OF ANNUITY PAYMENTS

Payments are made based on the annuity payment option selected, unless:

  - the amount to be distributed is less than $5,000, in which case Nationwide
    may make one lump sum payment of the contract value; or


                                       37
<PAGE>   58

  - an annuity payment would be less than $50, in which case Nationwide can
    change the frequency of payments to intervals that will result in payments
    of at least $50. Payments will be made at least annually.

GUARANTEED MINIMUM INCOME BENEFIT OPTION ("GMIB")

What is a GMIB?

A GMIB is a benefit which ensures the availability of a minimum amount when the
contract owner wishes to annuitize the contract. This minimum amount, referred
to as the Guaranteed Annuitization Value, may be used at specified times to
provide a guaranteed level of determinable lifetime annuity payments. The GMIB
may provide protection in the event of lower contract values that may result
from the investment performance of the contract.

How is the Guaranteed Annuitization Value Determined?

The Guaranteed Annuitization Value is equal to (a) - (b), but will never be
greater than 200% of all purchase payments, where:

(a)  is the sum of all purchase payments, plus interest accumulated at a
     compounded annual rate of 5% starting at the date of issue and ending on
     the contract anniversary occurring immediately prior to the annuitant's
     86th birthday; and

(b)  is the reduction to (a) due to surrenders made from the contract. All such
     reductions will be proportionately the same as the reductions to the
     contract value caused by surrenders. For example, a surrender which reduces
     the contract value by 25% will also reduce the Guaranteed Annuitization
     Value by 25%.

Special Restrictions for a GMIB

After the first contract year, if the value of the contract owner's fixed
account allocation becomes greater than 30% of the contract value in any
contract year due to:

   (1) the application of additional purchase payments;

   (2) surrenders; or

   (3) transfers from the variable account,


then 0% interest will accrue in that contract year for purposes of calculating
the Guaranteed Annuitization Value.

If the contract owner's fixed account allocation becomes greater than 30% of the
contract value solely as a result of fluctuations in the value of the variable
account, then interest will continue to accrue for the purposes of the
Guaranteed Annuitization Value at 5% annually, subject to the other terms and
conditions outlined herein.



                                       38
<PAGE>   59

GMIB Illustrations

The following charts illustrate the amount of income that will be provided to an
annuitant if the contract owner annuitizes the contract at the 7th, 10th or 15th
contract anniversary date, using the GMIB.

The illustrations assume the following:

     -   An initial purchase payment of $100,000 is made to the contract and
         allocated to the variable account;

     -   There are no surrenders from the contract or transfers to the fixed
         account (raising the fixed account value to greater than 30% of the
         contract value);

     -   The contract is issued to a MALE at age 55, 65 or 70; and

     -   A Life Annuity with 120 Months Guaranteed Fixed Payment Annuity
         Option is elected.

<TABLE>
<CAPTION>

                                       7 Years in Accumulation
                                $140,710.04 for GMIB at Annuitization

      Male Age at Issue          Male Age at Annuitization       GMIB Purchase Rate*             Monthly GMIB
       <S>                              <C>                        <C>                           <C>
              55                            62                         $4.72                         $664.15
              65                            72                         $5.96                         $838.63
              70                            77                         $5.79                         $955.42
</TABLE>

<TABLE>
<CAPTION>

                                      10 Years in Accumulation
                                $162,889.46 for GMIB at Annuitization

      Male Age at Issue          Male Age at Annuitization       GMIB Purchase Rate*             Monthly GMIB
       <S>                              <C>                        <C>                           <C>
              55                            65                         $5.03                         $819.33
              65                            75                         $6.44                       $1,049.01
              70                            80                         $7.32                       $1,192.35
</TABLE>


<TABLE>
<CAPTION>

                                      15 Years in Accumulation
                                $200,000.00 for GMIB at Annuitization

      Male Age at Issue          Male Age at Annuitization       GMIB Purchase Rate*             Monthly GMIB
       <S>                              <C>                        <C>                           <C>
              55                            70                         $5.66                       $1,132.00
              65                            80                         $7.32                       $1,464.00
              70                            85                         $8.18                       $1,636.00
</TABLE>

*Guaranteed Monthly Benefit per $1,000 applied.

The illustrations should be used as a tool to assist an investor in determining
whether purchasing and exercising a GMIB option is right for them. The
guaranteed purchase rates assumed in the illustrations may not apply in some
states, or for contracts issued under an employer sponsored plan. Different
guaranteed purchase rates will also apply for females, for males who annuitize
at ages other than the ages shown above, or for annuitizations under other
annuity payment options. Where different guaranteed purchase rates apply, GMIB
amounts shown above will be different. In all cases, the guaranteed purchase
rates used to calculate the GMIB will be the same as the purchase rates
guaranteed in the contract for fixed annuitizations without the GMIB.

The purchase rates available in connection with annuitization options under a
GMIB are minimum guaranteed purchase rates. Alternative purchase rates, which
may be more favorable, may apply to annuitizations which occur without a GMIB
option.



                                       39
<PAGE>   60

When May the Guaranteed Annuitization Value be Used?

The contract owner may use the Guaranteed Annuitization Value by annuitizing the
contract during the thirty day period following any contract anniversary:

   (1)   after the contract has been in effect for seven years; and

   (2)   the annuitant has attained age 60.

What Annuity Payment Options May Be Used With the Guaranteed Annuitization
Value?

The contract owner may elect any life contingent FIXED ANNUITY PAYMENT OPTION
calculated using the guaranteed annuity purchase rates set forth in the
contract. Such Fixed Annuity Payment Options include:

   -        Life Annuity;

   -        Joint and Last Survivor Annuity; and

   -        Life Annuity with 120 or 240 Monthly Payments Guaranteed.

Other GMIB Terms and Conditions

                            **PLEASE READ CAREFULLY**

   - The GMIB must be elected at the time of application.

   - The annuitant must be age 82 or younger at the time the contract is issued.

   - The GMIB is irrevocable and will remain for as long as the contract remains
     in force.


                    IMPORTANT CONSIDERATIONS TO KEEP IN MIND
                           REGARDING THE GMIB OPTION

While a GMIB does provide a Guaranteed Annuitization Value, A GMIB MAY NOT BE
APPROPRIATE FOR ALL INVESTORS and should be understood completely and analyzed
thoroughly before being elected.

   - A GMIB DOES NOT in any way guarantee the performance of any underlying
     mutual fund, or any other investment option available under the contract.

   - Once elected, the GMIB is irrevocable, meaning that even if the investment
     performance of underlying mutual funds or other available investment
     options surpasses the minimum guarantees associated with the GMIB, the GMIB
     charges will still be assessed.

   - The GMIB in no way restricts or limits the rights of contract owners to
     annuitize the contract at other times permitted under the contract nor will
     it in any way restrict the right to annuitize the contract using contract
     values that may be higher than the Guaranteed Annuitization Value.

   - Please take advantage of the guidance of a qualified financial adviser in
     evaluating the GMIB options, and all other aspects of the contract.

   - GMIB may not be approved in all state jurisdictions.



                                       40
<PAGE>   61

ANNUITY PAYMENT OPTIONS

Contract owners must elect an annuity payment option before the annuitization
date. The annuity payment options are:

(1)  LIFE ANNUITY - An annuity payable periodically, but at least annually, for
     the lifetime of the annuitant. Payments will end upon the annuitant's
     death. For example, if the annuitant dies before the second annuity payment
     date, the annuitant will receive only one annuity payment. The annuitant
     will only receive two annuity payments if he or she dies before the third
     annuity payment date, and so on.

(2)  JOINT AND LAST SURVIVOR ANNUITY - An annuity payable periodically, but at
     least annually, during the joint lifetimes of the annuitant and a
     designated second individual. If one of these parties dies, payments will
     continue for the lifetime of the survivor. As is the case under option 1,
     there is no guaranteed number of payments. Payments end upon the death of
     the last surviving party, regardless of the number of payments received.

(3)  LIFE ANNUITY WITH 120 OR 240 MONTHLY PAYMENTS GUARANTEED - An annuity
     payable monthly during the lifetime of the annuitant. If the annuitant dies
     before all of the guaranteed payments have been made, payments will
     continue to the end of the guaranteed period and will be paid to a designee
     chosen by the annuitant at the time the annuity payment option was elected.

     The designee may elect to receive the present value of the remaining
     guaranteed payments in a lump sum. The present value will be computed as of
     the date Nationwide receives the notice of the annuitant's death.

Not all of the annuity payment options may be available in all states. Contract
owners may request other options before the annuitization date. These options
are subject to Nationwide's approval.

No distribution for Non-Qualified Contracts will be made until an annuity
payment option has been elected. Individual Retirement Annuities and Tax
Sheltered Annuities are subject to the "minimum distribution" requirements set
forth in the plan, contract, and the Internal Revenue Code.

DEATH BENEFITS

DEATH OF CONTRACT OWNER - NON-QUALIFIED CONTRACTS

If the contract owner who is not the annuitant dies before the annuitization
date, the joint owner becomes the contract owner. If no joint owner is named,
the contingent owner becomes the contract owner. If no contingent owner is
named, the last surviving contract owner's estate becomes the contract owner.

If the contract owner and annuitant are the same, and the contract
owner/annuitant dies before the annuitization date, the contingent owner will
not have any rights in the contract unless the contingent owner is also the
beneficiary.

Distributions under Non-Qualified Contracts will be made pursuant to the
"Required Distributions for Non-Qualified Contracts" provision.

DEATH OF ANNUITANT - NON-QUALIFIED CONTRACTS

If the annuitant who is not a contract owner dies before the annuitization date,
a death benefit is payable to the beneficiary unless a contingent annuitant is
named. If a contingent annuitant is named, the contingent annuitant becomes the
annuitant and no death benefit is payable.

The beneficiary may elect to receive the death benefit:

   (1)      in a lump sum;

   (2)      as an annuity; or

   (3)      in any other manner permitted by law and approved by Nationwide.

The beneficiary must notify Nationwide of this election within 60 days of the
annuitant's death.

If no beneficiary survives the annuitant, the contingent beneficiary(ies)
receives the death benefit. Contingent beneficiaries will share the


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<PAGE>   62

death benefit equally, unless otherwise specified.

If no beneficiary(ies) or contingent beneficiary(ies) survive the annuitant, the
contract owner or the last surviving contract owner's estate will receive the
death benefit.

If the contract owner is a Charitable Remainder Trust and the annuitant dies
before the annuitization date, the death benefit will accrue to the Charitable
Remainder Trust. Any designation in conflict with the Charitable Remainder
Trust's right to the death benefit will be void.

If the annuitant dies after the annuitization date, any benefit that may be
payable will be paid according to the selected annuity payment option.

DEATH OF CONTRACT OWNER/ANNUITANT

If a contract owner who is also the annuitant dies before the annuitization
date, a death benefit is payable according to the "Death of the Annuitant -
Non-Qualified Contracts" provision.

A joint owner will receive a death benefit if a contract owner/annuitant dies
before the annuitization date.

If the contract owner/annuitant dies after the annuitization date, any benefit
that may be payable will be paid according to the selected annuity payment
option.

DEATH BENEFIT PAYMENT

Contract owners may select one of three death benefits available under the
contract at the time of application (not all death benefit options may be
available in all states). If no selection is made at the time of application,
the death benefit will be the Five-Year Reset Death Benefit.

The death benefit value is determined as of the date Nationwide receives:

   (1)      proper proof of the annuitant's death;

   (2)      an election specifying the distribution method; and

   (3)      any state required form(s).

Five-Year Reset Death Benefit (Standard Contractual Death Benefit)

If the annuitant dies before the annuitization date, the death benefit will be
the greatest of:

   (1) the contract value;

   (2) the total of all purchase payments, less an adjustment for amounts
       surrendered; or

   (3) the contract value as of the most recent five year contract anniversary
       before the annuitant's 86th birthday, less an adjustment for amounts
       surrendered, plus purchase payments received after that five year
       contract anniversary.

The adjustment for amounts surrendered will reduce items (2) and (3) above in
the same proportion that the contract value was reduced on the date(s) of the
partial surrender(s).

One-Year Step Up Death Benefit

If the annuitant dies before the annuitization date, the death benefit will be
the greatest of:

   (1) the contract value;

   (2) the total of all purchase payments, less an adjustment for amounts
       surrendered; or

   (3) the highest contract value on any contract anniversary before the
       annuitant's 86th birthday, less an adjustment for amounts subsequently
       surrendered, plus purchase payments received after that contract
       anniversary.

The adjustment for amounts surrendered will reduce items (2) and (3) above in
the same proportion that the contract value was reduced on the date(s) of the
partial surrender(s).

5% Enhanced Death Benefit

If the annuitant dies before the annuitization date, the death benefit will be
the greater of:

   (1)      the contract value; or

   (2)      the total of all purchase payments, less any amounts surrendered,
            accumulated at 5% simple interest from the date of each purchase
            payment or surrender to the most recent contract anniversary prior
            to the



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<PAGE>   63

            annuitant's 86th birthday, less an adjustment for amounts
            subsequently surrendered, plus purchase payments received since that
            contract anniversary.

The total accumulated amount will not exceed 200% of the net of purchase
payments and amounts surrendered. The adjustment for amounts subsequently
surrendered after the most recent contract anniversary will reduce the 5%
interest anniversary value in the same proportion that the contract value was
reduced on the date(s) of the partial surrender(s).

REQUIRED DISTRIBUTIONS

REQUIRED DISTRIBUTIONS FOR NON-QUALIFIED CONTRACTS

Internal Revenue Code Section 72(s) requires Nationwide to make certain
distributions when a contract owner dies. The following distributions will be
made according to those requirements:

     (1)    If any contract owner dies on or after the annuitization date and
            before the entire interest in the contract has been distributed,
            then the remaining interest must be distributed at least as
            rapidly as the distribution method in effect on the contract
            owner's death.

     (2)    If any contract owner dies before the annuitization date, then the
            entire interest in the contract (consisting of either the death
            benefit or the contract value reduced by charges set forth
            elsewhere in the contract)  will be distributed within 5 years of
            the contract owner's death, provided however:

            (a)  any interest payable to or for the benefit of a natural person
                 (referred to herein as a "designated beneficiary"), may be
                 distributed over the life of the designated beneficiary or
                 over a period not longer than the life expectancy of the
                 designated beneficiary. Payments must begin within one year of
                 the contract owner's death unless otherwise permitted by
                 federal income tax regulations; or

            (b)  if the designated beneficiary is the surviving spouse of the
                 deceased contract owner, the spouse can choose to become the
                 contract owner instead of receiving a death benefit. Any
                 distributions required under these distribution rules will be
                 made upon that spouse's death.

In the event that the contract owner is not a natural person, then, for purposes
of these distribution provisions:

   (a) the death of the annuitant will be treated as the death of a contract
       owner;

   (b) any change of annuitant will be treated as the death of a contract owner;
       and

   (c) in either case, the appropriate distribution will be made upon the death
       or change, as the case may be.

These distribution provisions do not apply to any contract exempt from Section
72(s) of the Internal Revenue Code by reason of Section 72(s)(5) or any other
law or rule.

The designated beneficiary must elect a method of distribution and notify
Nationwide of this election within 60 days of the contract owner's death.

REQUIRED DISTRIBUTIONS FOR TAX SHELTERED ANNUITIES

Distributions from Tax Sheltered Annuities will be made according to the Minimum
Distribution and Incidental Benefit ("MDIB") provisions of Section 401(a)(9) of
the Internal Revenue Code. Distributions will be made to the annuitant according
to the selected annuity payment option over a period not longer than:

   a)  the life of the annuitant or the joint lives of the annuitant and the
       annuitant's designated beneficiary; or

   b)  a period not longer than the life expectancy of the annuitant or the
       joint life expectancies of the annuitant and the annuitant's designated
       beneficiary.

Required distributions do not have to be withdrawn from this contract if they
are being



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<PAGE>   64

withdrawn from another Tax Sheltered Annuity of the annuitant.

If the annuitant's entire interest in a Tax Sheltered Annuity will be
distributed in equal or substantially equal payments over a period described in
a) or b), the payments will begin on the required beginning date. The required
beginning date is the later of:

   (a) April 1 of the calendar year following the calendar year in which the
       annuitant reaches age 70 1/2; or

   (b) the annuitant's retirement date.

Provision (b) does not apply to any employee who is a 5% owner (as defined in
Section 416 of the Internal Revenue Code) with respect to the plan year ending
in the calendar year when the employee attains the age of 70 1/2.

Distributions commencing on the required distribution date must satisfy minimum
distribution and incidental benefit provisions set forth in the Internal Revenue
Code. Those provisions require that distributions cannot be less than the amount
determined by dividing the annuitant's interest in the Tax Sheltered Annuity
determined by the end of the previous calendar year by:

   (a) the annuitant's life expectancy; or if applicable,

   (b) the joint and survivor life expectancy of the annuitant and the
       annuitant's beneficiary.

The life expectancies and joint life expectancies are determined by reference to
Treasury Regulation 1.72-9.

If the annuitant dies before distributions begin, the interest in the Tax
Sheltered Annuity must be distributed by December 31 of the calendar year in
which the fifth anniversary of the annuitant's death occurs unless:

   (a) the annuitant names his or her surviving spouse as the beneficiary and
       the spouse chooses to receive distribution of the contract in
       substantially equal payments over his or her life (or a period not longer
       than his or her life expectancy) and beginning no later than December 31
       of the year in which the annuitant would have attained age 70 1/2; or

   (b) the annuitant names a beneficiary other than his or her surviving spouse
       and the beneficiary elects to receive distribution of the contract in
       substantially equal payments over his or her life (or a period not longer
       than his or her life expectancy) beginning no later than December 31 of
       the year following the year in which the annuitant dies.

If the annuitant dies after distributions have begun, distributions must
continue at least as rapidly as under the schedule used before the annuitant's
death.

If distribution requirements are not met, a penalty tax of 50% is levied on the
difference between the amount that should have been distributed for that
year and the amount that actually was distributed for that year.

REQUIRED DISTRIBUTIONS FOR INDIVIDUAL RETIREMENT ANNUITIES, SEP IRAS OR SIMPLE
IRAS

Distributions from an Individual Retirement Annuity, SEP IRA or Simple IRA must
begin no later than April 1 of the calendar year following the calendar year in
which the contract owner reaches age 70 1/2. Distributions may be paid in a lump
sum or in substantially equal payments over:

   (a) the contract owner's life or the lives of the contract owner and his or
       her spouse or designated beneficiary; or

   (b) a period not longer than the life expectancy of the contract owner or the
       joint life expectancy of the contract owner and the contract owner's
       designated beneficiary.

If the contract owner dies before distributions begin, the interest in the
Individual Retirement Annuity, SEP IRA or Simple IRA must be distributed by
December 31 of the calendar year in which the fifth anniversary of the contract
owner's death occurs, unless:




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<PAGE>   65

   (a) the contract owner names his or her surviving spouse as the beneficiary
       and such spouse chooses to:

       (1)    treat the contract as an Individual Retirement Annuity, SEP IRA or
              Simple IRA established for his or her benefit; or

       (2)    receive distribution of the contract in substantially equal
              payments over his or her life (or a period not longer than his or
              her life expectancy) and beginning no later than December 31 of
              the year in which the contract owner would have reached age 70
              1/2; or

   (b) the contract owner names a beneficiary other than his or her surviving
       spouse and such beneficiary elects to receive a distribution of the
       contract in substantially equal payments over his or her life (or a
       period not longer than his or her life expectancy) beginning no later
       than December 31 of the year following the year of the contract owner's
       death.

Required distributions do not have to be withdrawn from this contract if they
are being withdrawn from another Individual Retirement Annuity, SEP IRA, Simple
IRA or Individual Retirement Account of the contract owner.

If the contract owner dies after distributions have begun, distributions must
continue at least as rapidly as under the schedule being used before the
contract owner's death. However, a surviving spouse who is the beneficiary under
the annuity payment option may treat the contract as his or her own, in the same
manner as is described in section (a)(1) of this provision.

If distribution requirements are not met, a penalty tax of 50% is levied on the
difference between the amount that should have been distributed for that year
and the amount that actually was distributed for that year.

A portion of each distribution will be included in the recipient's gross income
and taxed at ordinary income tax rates. The portion of a 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, SEP IRA or Simple IRA 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 Annuities, SEP
IRAs or Simple IRAs.

If the contract owner dies before the entire interest in the contract has been
distributed, the balance will also be included in his or her gross estate.

REQUIRED DISTRIBUTIONS FOR ROTH IRAS

The rules for Roth IRAs do not require distributions to begin during the
contract owner's lifetime.

When the contract owner dies, the interest in the Roth 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 contract owner names his or her surviving spouse as the beneficiary
       and the spouse chooses to:

       (1)    treat the contract as a Roth IRA established for his or her
              benefit; or

       (2)    receive distribution of the contract in substantially equal
              payments over his or her life (or a period not longer than his or
              her life expectancy) and beginning no later than December 31 of
              the year following the year in which the contract owner would have
              reached age 70 1/2; or

   (b)  the contract owner names a beneficiary other than his or her surviving
        spouse and the beneficiary chooses to receive distribution of the
        contract in substantially equal payments over his or



                                       45
<PAGE>   66

        her life (or a period not longer than his or her life expectancy)
        beginning no later than December 31 of the year following the year in
        which the contract owner dies.

Distributions from Roth IRAs may be either taxable or nontaxable, depending upon
whether they are "qualified distributions" or "non-qualified distributions" (see
"Federal Tax Considerations").

FEDERAL TAX CONSIDERATIONS

FEDERAL INCOME TAXES

The tax consequences of purchasing a contract described in this prospectus will
depend on:

-   the type of contract purchased;

-   the purposes for which the contract is purchased; and

-   the personal circumstances of individual investors having interests in the
    contracts.

See "Synopsis of the Contracts" for a brief description of the various types of
contracts and the different purposes for which the contracts may be purchased.

Existing tax rules are subject to change, and may affect individuals differently
depending on their situation. Nationwide does not guarantee the tax status of
any contracts or any transactions involving the contracts.

If the contract is purchased as an investment of certain retirement plans (such
as qualified retirement plans, Individual Retirement Accounts, and custodial
accounts as described in Sections 401, 408(a), and 403(b)(7) of the Internal
Revenue Code), tax advantages enjoyed by the contract owner and/or annuitant may
relate to participation in the plan rather than ownership of the annuity
contract. Such plans are permitted to purchase investments other than annuities
and retain tax-deferred status.

The following is a brief summary of some of the federal income tax
considerations related to the contracts. In addition to the federal income tax,
distributions from annuity contracts may be subject to state and local income
taxes. The tax rules across all states and localities are not uniform and
therefore will not be discussed in this prospectus. Tax rules that may apply to
contracts issued in U.S. territories such as Puerto Rico and Guam are also not
discussed. Nothing in this prospectus should be considered to be tax advice.
Contract owners and prospective contract owners are encouraged to consult a
financial consultant, tax advisor or legal counsel to discuss the taxation and
use of the contracts.

The Internal Revenue Code sets forth different income tax rules for the
following types of annuity contracts:

-        Individual Retirement Annuities;

-        SEP IRAs;

-        Simple IRAs;

-        Roth IRAs;

-        Tax Sheltered Annuities; and

-        "Non-Qualified Annuities."

Individual Retirement Annuities, SEP IRAs and Simple IRAs

Distributions from Individual Retirement Annuities, SEP IRAs and Simple IRAs are
generally taxed when received. If any of the amount contributed to the IRA was
nondeductible for federal income tax purposes, then a portion of each
distribution is excludable from income.

If distributions of income from an IRA are made prior to the date that the owner
attains the age of 59 1/2 years, the income is subject to both the regular
income tax and an additional penalty tax of 10%. (For Simple IRAs, the 10%
penalty is increased to 25% if the distribution is made during the 2 year period
beginning on the date that the individual first participated in the Simple IRA.)
The penalty tax can be avoided if the distribution is:

-        made to a beneficiary on or after the death of the owner;

-        attributable to the owner becoming disabled (as defined in the Internal
         Revenue Code);



                                       46
<PAGE>   67

-        part of a series of substantially equal periodic payments made not less
         frequently than annually made for the life (or life expectancy) of the
         owner, or the joint lives (or joint life expectancies) of the owner and
         his or her designated beneficiary;

-        used for qualified higher education expenses; or

-        used for expenses attributable to the purchase of a home for a
         qualified first-time buyer.

Roth IRAs

Distributions of earnings from Roth IRAs are taxable or nontaxable depending
upon whether they are "qualified distributions" or "non-qualified
distributions." A "qualified distribution" is one that satisfies the five-year
rule and meets one of the following requirements:

- it is made on or after the date on which the contract owner attains age
  59 1/2;

- it is made to a beneficiary (or the contract owner's estate) on or after the
  death of the contract owner;

- it is attributable to the contract owner's disability; or

- it is used for expenses attributable to the purchase of a home for a qualified
  first-time buyer.

The five year rule generally is satisfied if the distribution is not made within
the five taxable year period beginning with the first taxable year in which a
contribution is made to any Roth IRA established for the owner.

A qualified distribution is not included in gross income for federal income tax
purposes.

A non-qualified distribution is not includible in gross income to the extent
that the distribution, when added to all previous distributions, does not exceed
that total amount of contributions made to the Roth IRA. Any non-qualified
distribution in excess of the aggregate amount of contributions will be included
in the contract owner's gross income in the year that is distributed to the
contract owner.

Special rules apply for Roth IRAs that have proceeds received from an IRA prior
to January 1, 1999 if the owner elected the special 4-year income averaging
provisions that were in effect for 1998.

If non-qualified distributions of income from a Roth IRA are made prior to the
date that the owner attains the age of 59 1/2 years, the income is subject to
both the regular income tax and an additional penalty tax of 10%. The penalty
tax can be avoided if the distribution is:

- made to a beneficiary on or after the death of the owner;

- attributable to the owner becoming disabled as defined in the Internal Revenue
  Code;

- part of a series of substantially equal periodic payments made not less
  frequently than annually made for the life (or life expectancy) of the owner,
  or the joint lives (or joint life expectancies) of the owner and his or her
  designated beneficiary;

- for qualified higher education expenses; or

- used for expenses attributable to the purchase of a home for a qualified
  first-time buyer.

If the contract owner dies before the contract is completely distributed, the
balance may be included in the contract owner's gross estate for tax purposes.

Tax Sheltered Annuities

Distributions from Tax Sheltered Annuities are generally taxed when received. A
portion of each distribution is excludable from income based on a formula
established pursuant to the Internal Revenue Code. The formula excludes from
income the amount invested in the contract divided by the number of anticipated
payments until the full investment in the contract is recovered. Thereafter all
distributions are fully taxable.

If a distribution of income is made from a Tax Sheltered Annuity prior to the
date that the

                                       47
<PAGE>   68

owner attains the age of 59 1/2 years, the income is subject to both the regular
income tax and an additional penalty tax of 10%. The penalty tax can be avoided
if the distribution is:

-    made to a beneficiary on or after the death of the owner;

-    attributable to the owner becoming disabled as defined in the Internal
     Revenue Code;

-    part of a series of substantially equal periodic payments made not less
     frequently than annually made for the life (or life expectancy) of the
     owner, or the joint lives (or joint life expectancies) of the owner and his
     or her designated beneficiary;

-    for qualified higher education expenses;

-    used for expenses attributable to the purchase of a home for a qualified
     first-time buyer;or

-    made to the owner after separation from service with his or her employer
     after age 55.

Non-Qualified Contracts - Natural Persons as Contract Owners

Generally, the income earned inside a Non-Qualified Annuity Contract that is
owned by a natural person is not taxable until it is distributed from the
contract.

Distributions before 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, any portion of the contract that is assigned or
pledged; or any portion of the contract that is 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.

With respect to annuity distributions on or after the annuitization date, a
portion of each annuity payment is excludable from taxable income. The amount
excludable is based on the ratio between the contract owner's investment in the
contract and the expected return on the contract. Once the entire investment in
the contract is recovered, all distributions are fully includable in income. The
maximum amount excludable from income is the investment in the contract. If the
annuitant dies before the entire investment in the contract has been excluded
from income, and as a result of the annuitant's death no more payments are due
under the contract, then the unrecovered investment in the contract may be
deducted on his or her final tax return.

In determining the taxable amount of a distribution, all annuity contracts
issued after October 21, 1988 by the same company to the same contract owner
during the same calendar year will be treated as one annuity contract.

A special rule applies to distributions from contracts that have investments
that were made prior to August 14, 1982. For those contracts, distributions that
are made prior to the annuitization date 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 Internal Revenue Code imposes a penalty tax if a distribution is made before
the contract owner reaches age 59 1/2. The amount of the penalty is 10% of the
portion of any distribution that is includible in gross income. The penalty tax
does not apply if the distribution is:

-      the result of a contract owner's death;

-      the result of a contract owner's disability, as defined in the Internal
       Revenue Code;

-      one of a series of substantially equal periodic payments made over the
       life (or life expectancy) of the contract owner or the joint lives (or
       joint life expectancies) of the contract owner and the beneficiary
       selected by the contract owner to receive payment under the annuity
       payment option selected by the contract owner; or

-      is allocable to an investment in the contract before August 14, 1982.



                                       48
<PAGE>   69

Non-Qualified Contracts - Non-Natural Persons as Contract Owners

The previous discussion related to the taxation of Non-Qualified Contracts owned
by individuals. Different rules (the so-called "non-natural persons" rules)
apply if the contract owner is not a natural person.

Generally, contracts owned by corporations, partnerships, trusts, and similar
entities are not treated as annuity contracts under the Internal Revenue Code.
Therefore, income earned under a Non-Qualified Contract that is owned by a
non-natural person is taxed as ordinary income during the taxable year that it
is earned. Taxation is not deferred, even if the income is not distributed out
of the contract. The income is taxable as ordinary income, not capital gain.

The non-natural persons rules do not apply to all entity-owned contracts. A
contract that is owned by a non-natural person as an agent of an individual is
treated as owned by the individual. This would cause the contract to be treated
as an annuity under the Internal Revenue Code, allowing tax deferral. However,
this exception does not apply when the non-natural person is an employer that
holds the contract under a non-qualified deferred compensation arrangement for
one or more employees.

The non-natural persons rules also do not apply to contracts that are:

-      acquired by the estate of a decedent by reason of the death of the
       decedent;

-      issued in connection with certain qualified retirement plans and
       individual retirement plans; or

-      purchased by an employer upon the termination of certain qualified
       retirement plans.

WITHHOLDING

Pre-death distributions from the contracts are subject to federal income tax.
Nationwide will withhold the tax from the distributions unless the contract
owner requests otherwise. If the distribution is from a Tax Sheltered Annuity,
it will be subject to mandatory 20% withholding that cannot be waived, unless:

-      the distribution is made directly to another Tax Sheltered Annuity or
       IRA; or

-      the distribution satisfies the minimum distribution requirements imposed
       by the Internal Revenue Code.

In addition, contract owners may not waive withholding if the distribution is
subject to mandatory back-up withholding (if no taxpayer identification number
is given or if the Internal Revenue Service notifies Nationwide that mandatory
back-up withholding is required). Mandatory back-up withholding rates are 31% of
income that is distributed.

NON-RESIDENT ALIENS

Generally, a pre-death distribution from a contract to a non-resident alien is
subject to federal income tax at a rate of 30% of the amount of income that is
distributed. Nationwide is required to withhold this amount and send it to the
Internal Revenue Service. Some distributions to non-resident aliens may be
subject to a lower (or no) tax if a treaty applies. In order to obtain the
benefits of such a treaty, the non-resident alien must:

  (1)    provide Nationwide with proof of residency and citizenship (in
         accordance with Internal Revenue Service requirements); and

  (2)    provide Nationwide with an individual taxpayer identification number.

If the non-resident alien does not meet the above conditions, Nationwide will
withhold 30% of income from the distribution.

Another way to avoid the 30% withholding is for the non-resident alien to
provide Nationwide with sufficient evidence that:

  (1)    the distribution is connected to the non-resident alien's conduct of
         business in the United States; and

  (2)    the distribution is includible in the non-resident alien's gross income
         for United States federal income tax purposes.




                                       49
<PAGE>   70

Note that these distributions may be subject to back-up withholding, currently
31%, if a correct taxpayer identification number is not provided.

FEDERAL ESTATE, GIFT, AND GENERATION SKIPPING TRANSFER TAXES

The following transfers may be considered a gift for federal gift tax purposes:

- a transfer of the contract from one contract owner to another; or

- a distribution to someone other than a contract owner.

Upon the contract owner's death, the value of the contract may subject to estate
taxes, even if all or a portion of the value is also subject to federal income
taxes.

Section 2612 of the Internal Revenue Code may require Nationwide to determine
whether a death benefit or other distribution is a "direct skip" and the amount
of the resulting generation skipping transfer tax, if any. A direct skip is when
property is transferred to, or a death benefit or other distribution is made to:

  (a)  an individual who is two or more generations younger than the contract
       owner; or

  (b)  certain trusts, as described in Section 2613 of the Internal Revenue Code
       (generally, trusts that have no beneficiaries who are not 2 or more
       generations younger than the contract owner).

If the contract owner is not an individual, then for this purpose ONLY,
"contract owner" refers to any person:

-    who would be required to include the contract, death benefit, distribution,
     or other payment in his or her federal gross estate at his or her death; or

-    who is required to report the transfer of the contract, death benefit,
     distribution, or other payment for federal gift tax purposes.

If a transfer is a direct skip, Nationwide will deduct the amount of the
transfer tax from the death benefit, distribution or other payment, and remit it
directly to the Internal Revenue Service.

CHARGE FOR TAX

Nationwide is not required to maintain a capital gain reserve liability on
Non-Qualified Contracts. If tax laws change requiring a reserve, Nationwide may
implement and adjust a tax charge.

DIVERSIFICATION

Internal Revenue Code Section 817(h) contains rules on diversification
requirements for variable annuity contracts. A variable annuity contract that
does not meet these diversification requirements will not be treated as an
annuity, unless

-   the failure to diversify was accidental;

-   the failure is corrected; and

-   a fine is paid to the Internal Revenue Service.

The amount of the fine will be the amount of tax that would have been paid by
the contract owner if the income, for the period the contract was not
diversified, had been received by the contract owner.

If the violation is not corrected, the contract owner will be considered the
owner of the underlying securities and will be taxed on the earnings of his or
her contract. Nationwide believes that the investments underlying this contract
meet these diversification requirements.

TAX CHANGES

The foregoing tax information is based on Nationwide's understanding of federal
tax laws. It is NOT intended as tax advice. All information is subject to change
without notice. For more details, contact your personal tax and/or financial
advisor.

STATEMENTS AND REPORTS

Nationwide will mail contract owners statements and reports. Therefore, contract



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<PAGE>   71

owners should promptly notify Nationwide of any address change.

These mailings will contain:

-      statements showing the contract's quarterly activity;

-      confirmation statements showing transactions that affect the contract's
       value. Confirmation statements will not be sent for recurring
       transactions (i.e., dollar cost averaging or salary reduction programs).
       Instead, confirmation of recurring transactions will appear in the
       contract's quarterly statements;

-      semi-annual reports as of June 30 containing financial statements for the
       variable account; and

-      annual reports as of December 31 containing financial statements for the
       variable account.

Contract owners should review statements and confirmations carefully. All errors
or corrections must be reported to Nationwide immediately to assure proper
crediting to the contract. Unless Nationwide is notified within 30 days of
receipt of the statement, Nationwide will assume statements and confirmation
statements are correct.

LEGAL PROCEEDINGS

Nationwide is a party to litigation and arbitration proceedings in the ordinary
course of its business, none of which is expected to have a material adverse
effect on Nationwide.

In recent years, life insurance companies have been named as defendants in
lawsuits, including class action lawsuits relating to life insurance and annuity
pricing and sales practices. A number of these lawsuits have resulted in
substantial jury awards or settlements.

In November 1997, two plaintiffs, one who was the owner of a variable life
insurance contract and the other who was the owner of a variable annuity
contract, commenced a lawsuit in a federal court in Texas against Nationwide and
the American Century group of defendants (Robert Young and David D. Distad v.
Nationwide Life Insurance Company et al.). In this lawsuit, plaintiffs sought to
represent a class of variable life insurance contract owners and variable
annuity contract owners whom they claim were allegedly misled when purchasing
these variable contracts into believing that the performance of their underlying
mutual fund option managed by American Century, whose shares may only be
purchased by insurance companies, would track the performance of a mutual fund,
also managed by American Century, whose shares are publicly traded. The amended
complaint seeks unspecified compensatory and punitive damages. On April 27,
1998, the District Court denied, in part, and granted, in part, motions to
dismiss the complaint filed by Nationwide and American Century. The remaining
claims against Nationwide allege securities fraud, common law fraud, civil
conspiracy, and breach of contract. The District Court, on December 2, 1998,
issued an order denying plaintiffs' motion for class certification and the
appeals court declined to review the order denying class certification upon
interlocutory appeal. On June 11, 1999, the District Court denied the
plaintiffs' motion to amend their complaint and reconsider class certification.
In January 2000 Nationwide and American Century settled this lawsuit now limited
to the claims of the two named plaintiffs. On February 9, 2000 the court
dismissed this lawsuit with prejudice.

On October 29, 1998, Nationwide was named in a lawsuit filed in Ohio state court
related to the sale of deferred annuity products for use as investments in
tax-deferred contributory retirement plans (Mercedes Castillo v. Nationwide
Financial Services, Inc., Nationwide Life Insurance Company and Nationwide Life
and Annuity Insurance Company). On May 3, 1999, the complaint was amended to,
among other things, add Marcus Shore as a second plaintiff. The amended
complaint is brought as a class action on behalf of all persons who purchased
individual deferred annuity contracts or participated in group annuity contracts
sold



                                       51
<PAGE>   72

by Nationwide and the other named Nationwide affiliates which were used to fund
certain tax-deferred retirement plans. The amended complaint seeks unspecified
compensatory and punitive damages. No class has been certified. On June 11,
1999, Nationwide and the other named defendants filed a motion to dismiss the
amended complaint. On March 8, 2000, the court denied the motion to dismiss the
amended complaint filed by Nationwide and other named defendants. Nationwide
intends to defend this lawsuit vigorously.

There can be no assurance that any litigation relating to pricing or sales
practices will not have a material adverse effect on Nationwide in the future.

The general distributor, Fidelity Investments Institutional Services Company,
Inc. is not engaged in any litigation of any material nature.

ADVERTISING AND SUB-ACCOUNT PERFORMANCE SUMMARY

ADVERTISING

A "yield" and "effective yield" may be advertised for the VIP Money Market
Portfolio. "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 VIP Money
Market Portfolio's units. Yield is an annualized figure, which means that it is
assumed that the VIP Money Market Portfolio 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 SEC. The effective yield will be slightly higher than yield due to this
compounding effect.

Nationwide may advertise the performance of a sub-account in relation to the
performance of other variable annuity sub-accounts, underlying mutual fund
options 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;
   -        bank money market deposit accounts and passbook savings;
   -        CDs; and
   -        the Consumer Price Index.

Market Indexes

The sub-accounts will be compared to certain market indexes, such as:

   - 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.

Tracking & Rating Services; Publications

Nationwide's rankings and ratings are sometimes published by other services,
such as:

   -        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; and
            -   News and World Report;
   -        LIMRA;
   -        Value;
   -        Best's Agent Guide;
   -        Western Annuity Guide;



                                       52
<PAGE>   73

   -        Comparative Annuity Reports;
   -        Wall Street Journal;
   -        Barron's;
   -        Investor's Daily;
   -        Standard & Poor's Outlook; and
   -        Variable Annuity Research & Data Service (The VARDS Report).

These rating services and publications rank the underlying mutual funds'
performance against other funds. These rankings may or may not include the
effects of sales charges or other fees.

Financial Rating Services

Nationwide is also ranked and rated by independent financial rating services,
among which are Moody's, Standard & Poor's and A.M. Best Company. Nationwide may
advertise these ratings. These ratings reflect Nationwide's financial strength
or claims-paying ability. The ratings are not intended to reflect the investment
experience or financial strength of the variable account.

Some Nationwide advertisements and endorsements may include lists of
organizations, individuals or other parties that recommend Nationwide or the
contract. Furthermore, Nationwide may occasionally advertise comparisons of
currently taxable and tax deferred investment programs, based on selected tax
brackets, or discussions of alternative investment vehicles and general economic
conditions.

Historical Performance of the Sub-Accounts

Nationwide will advertise historical performance of the sub-accounts. Nationwide
may advertise the sub-account's standardized average annual total return
("standardized return") calculated in a manner prescribed by the SEC, and
non-standardized total return ("non-standardized return").

Standardized return shows the percentage rate of return of a hypothetical
initial investment of $1,000 for the most recent one, five and ten year periods
(or for a period covering the time the underlying mutual fund has been available
in the variable account if it has not been available for one of the prescribed
periods). This calculation reflects the standard 7 year CDSC schedule and the
charges that could be assessed to a contract if the maximum rider options for a
contract issued as a Tax Sheltered Annuity are chosen as of December 31, 1999
(2.70%). Standardized return does not reflect the deduction of state premium
taxes, which may be imposed by certain states.

Non-standardized average annual total return is calculated similarly to
standardized average annual total return except non-standardized average annual
total return assumes an initial investment of $25,000, with contract variable
account charges of 0.95%. An assumed initial investment of $25,000 is used
because that amount more accurately reflects the average contract size.

Both methods of calculation reflect total return for the most recent one, five
and ten year periods (or for a period covering the time the underlying mutual
fund has been in existence). For those underlying mutual funds which have not
been available for one of the prescribed periods, the nonstandardized total
return illustrations will show the investment performance the underlying mutual
funds would have achieved had they been available in the variable account for
one of the periods. If the underlying mutual fund has been available in the
variable account for less than one year (or if the underlying mutual fund has
been effective for less than one year), standardized and non-standardized
performance is not annualized.

The standardized average annual total return and nonstandardized total return
quotations are calculated using data for the period ended December 31, 1999.
However, Nationwide generally provides performance information more frequently.
Information relating to performance of the sub-accounts is based on historical
earnings and does not represent or guarantee future results.



                                       53
<PAGE>   74

SUB-ACCOUNT PERFORMANCE SUMMARY
FOR CONTRACTS ISSUED ON OR AFTER MAY 1, 2000
STANDARDIZED AVERAGE ANNUAL TOTAL RETURN*

<TABLE>
<CAPTION>

                                                                                        10 Years or
                                                                                         Date Fund      Date Fund
                                                                                        Available in    Available
                                                           1 Year         5 Years       the Variable      in the
                  Sub-Account Option                     to 12/31/99    to 12/31/99       Account        Variable
                                                                                        to 12/31/99      Account

<S>                                                      <C>             <C>           <C>               <C>
VIP Equity-Income Portfolio: Service Class                -2.90%            N/A            9.41%            01/20/97

VIP Growth Portfolio: Service Class                       27.38%            N/A           27.11%            01/20/97

VIP High Income Portfolio: Service Class                  -1.13%            N/A            2.96%            11/01/96

VIP Money Market Portfolio                                -3.97%            N/A            1.16%            11/01/96

VIP Overseas Portfolio: Service Class                     32.43%            N/A           18.00%            11/01/96

VIP II Asset Manager Portfolio: Service Class              1.74%            N/A           10.28%            01/20/97

VIP II Asset Manager: Growth Portfolio: Service Class      5.76%            N/A           13.52%            01/20/97

VIP II Contrafund(R)Portfolio: Service Class              14.56%            N/A           20.16%            01/20/97

VIP II Investment Grade Bond Portfolio                    -9.77%            N/A            1.29%            11/01/96

VIP II Index 500 Portfolio                                11.01%            N/A           21.05%            01/20/97

VIP III Balanced Portfolio: Service Class                 -4.68%            N/A            9.91%            01/03/95

VIP III Growth & Income Portfolio: Service Class          -0.16%            N/A           16.71%            01/20/97

VIP III Growth Opportunities Portfolio: Service Class     -4.92%            N/A           17.88%            01/03/95

VIP III Mid Cap Portfolio: Service Class                    N/A             N/A           37.73%            01/11/99
</TABLE>


NON-STANDARDIZED AVERAGE ANNUAL TOTAL RETURN*

PLEASE NOTE: THE PERFORMANCE NUMBERS BELOW REFLECT THE DEDUCTION OF THE AMOUNT
ASSESSED FOR THE BASE CONTRACT 0.95% (A CONTRACT WITH NO RIDER OPTIONS). FOR
CONTRACT OWNERS WHO HAVE CHOSEN ONE OR MORE RIDER OPTIONS, THE FUND PERFORMANCE
AS SHOWN WOULD BE REDUCED IN ACCORDANCE TO THE COSTS OF THE RIDER OPTIONS
SELECTED.

<TABLE>
<CAPTION>

                                                                                         10 Years
                                                           1 Year        5 Years        to 12/31/99      Date Fund
                  Sub-Account Option                     to 12/31/99   to 12/31/99    or Life of Fund    Effective

<S>                                                         <C>           <C>                <C>            <C>
VIP Equity-Income Portfolio: Service Class                  5.25%         17.45%             13.39%         10/09/86

VIP Growth Portfolio: Service Class                        35.98%         28.46%             18.78%         10/09/86

VIP High Income Portfolio: Service Class                    7.05%          9.76%             11.35%         09/19/85

VIP Money Market Portfolio                                  4.17%          4.48%              4.29%         04/01/82

VIP Overseas Portfolio: Service Class                      41.11%         16.21%             10.35%         01/28/87

VIP II Asset Manager Portfolio: Service Class               9.96%         14.44%             12.04%         09/06/89

VIP II Asset Manager: Growth Portfolio: Service Class      14.04%            N/A             18.92%         01/03/95

VIP II Contrafund(R)Portfolio: Service Class               22.97%            N/A             26.50%         01/03/95

VIP II Investment Grade Bond Portfolio                     -1.99%          6.28%              6.17%         12/05/88

VIP II Index 500 Portfolio                                 19.37%         26.95%             19.95%         08/27/92

VIP III Balanced Portfolio: Service Class                   3.44%            N/A             12.35%         01/03/95

VIP III Growth & Income Portfolio: Service Class            8.03%            N/A             20.86%         12/31/96

VIP III Growth Opportunities Portfolio: Service Class       3.19%            N/A             20.35%         01/03/95

VIP III Mid Cap Portfolio: Service Class                   47.39%            N/A             48.33%         01/11/99
</TABLE>

*The returns shown reflect the performance for the Service Class shares of the
underlying mutual funds. Because the Service Class 2 shares of the underlying
mutual funds assess higher fund expenses (including a 12b-1 fee of 0.25%) the
actual performance of the Service Class 2 shares would be lower than what is
reflected above.



                                       54
<PAGE>   75

TABLE OF CONTENTS OF STATEMENT OF ADDITIONAL INFORMATION

                                                                      PAGE

General Information and History..........................................1
Services.................................................................1
Purchase of Securities Being Offered.....................................2
Underwriters.............................................................2
Calculations of Performance..............................................2
Annuity Payments.........................................................3
Financial Statements.....................................................4




                                       55
<PAGE>   76

APPENDIX A: OBJECTIVES FOR UNDERLYING MUTUAL FUNDS FOR CONTRACTS ISSUED PRIOR TO
MAY 1, 2000


The underlying mutual funds listed below are designed primarily as investments
for variable annuity contracts and variable life insurance policies issued by
insurance companies.

There is no guarantee that the investment objectives will be met.

VARIABLE INSURANCE PRODUCTS FUND
The Variable Insurance Products Fund (VIP) is an open-end, diversified,
management investment company organized as a Massachusetts business trust on
November 13, 1981. Shares of VIP are purchased by insurance companies to fund
benefits under variable life insurance policies and variable annuity contracts.
Fidelity Management & Research Company ("FMR") is the manager for VIP and its
portfolios.

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

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

     VIP HIGH INCOME PORTFOLIO: SERVICE CLASS
     Investment Objective: Seeks high current income by investing primarily in
     all types of income-producing debt securities, preferred stocks, and
     convertible securities. FMR normally invests at least 65% of the
     Portfolio's total assets in these securities. In choosing investments, the
     Portfolio also considers growth of capital.

     VIP MONEY MARKET PORTFOLIO
     Investment Objective: Seeks to obtain as high a level of current income as
     is consistent with preserving capital and providing liquidity. The
     Portfolio will invest only in high quality U.S. dollar-denominated money
     market securities of domestic and foreign issuers while seeking to maintain
     a stable $1.00 share price. Investments in the Money Market Portfolio are
     neither insured nor guaranteed by the U.S. Government and there can be no
     assurance that the Portfolio will maintain a stable $1.00 share price.

     VIP OVERSEAS PORTFOLIO: SERVICE CLASS
     Investment Objective: Seeks long-term growth of capital by investing
     primarily in securities of issuers whose principal activities are outside
     of the U.S. FMR normally invests at least 65% of the Portfolio's total
     assets in securities of issuers from at least three different countries
     outside of North America (the U.S., Canada, Mexico, and Central America).
     The



                                       56
<PAGE>   77

     Portfolio expects to invest a majority of its assets in equity securities,
     but may also invest in debt securities of any quality.

VARIABLE INSURANCE PRODUCTS FUND II
The Variable Insurance Products Fund II (VIP II) is an open-end, diversified,
management investment company organized as a Massachusetts business trust on
March 21, 1988. VIP II's shares are purchased by insurance companies to fund
benefits under variable life insurance policies and variable annuity contracts.
FMR is the manager of VIP II and its portfolios.

     VIP II ASSET MANAGER PORTFOLIO: SERVICE CLASS
     Investment Objective: Seeks high total return with reduced risk over the
     long term by allocating its assets among the following classes or types of
     investments in a neutral mix: stock class, the bond class, and short-term
     class/money market class.

         Asset Manager       Range          Neutral Mix

         Stock Class         30-70%         50%
         Bond Class          20-60%         40%
         Short-term Class     0-50%         10%

     VIP II ASSET MANAGER: GROWTH PORTFOLIO: SERVICE CLASS
     Investment Objective: Seeks maximum total return over the long-term by
     allocating assets among the following classes or types of investment in a
     neutral mix: the stock class, the bond class, short-term class/ money
     market class. The Portfolio's more aggressive approach focuses primarily on
     stocks for high potential returns.

                      Asset Manager:     Range          Neutral Mix
                      Growth

                      Stock Class          50-100%        70%

                      Bond Class             0-50%        25%

                      Short-term Class       0-50%         5%

     VIP II CONTRAFUND(R) PORTFOLIO: SERVICE CLASS
     Investment Objective: To seek capital appreciation by investing primarily
     in companies that the Portfolio manager believes to be undervalued due to
     an overly pessimistic appraisal by the public. This strategy can lead to
     investments in domestic or foreign stock, and securities convertible into
     common stock.

     VIP II INVESTMENT GRADE BOND PORTFOLIO
     Investment Objective: Seeks a high level of current income as is consistent
     with preservation of capital by investing primarily in obligations issued
     or guaranteed by the U.S. government or any of its agencies or
     instrumentalities. Under normal circumstances, at least 65% of the
     Portfolio's total assets will be invested in investment-grade fixed-income
     securities such as debentures, bonds and notes. government securities.

     VIP II INDEX 500 PORTFOLIO
     Investment Objective: To seek investment results that correspond to the
     total return of common stocks that comprise the Standard & Poor's 500
     Composite Stock Price Index (S&P 500). Normally, at least 80% of the
     Portfolio's assets will be invested in equity securities of companies that
     comprise the S&P 500. Although the Portfolio tries to allocate its assets
     similarly to those of the S&P 500, the Portfolio's composition may not
     always be identical to that of the S&P. In seeking a 98% or better
     long-term correlation of the fund Bankers Trust may choose, if
     extraordinary circumstances warrant, to exclude a stock held in the S&P 500
     and include a similar stock if doing so will help the Portfolio achieve its
     objective.

VARIABLE INSURANCE PRODUCTS FUND III
The Variable Insurance Products Fund III (VIP III) is an open-end, diversified,
management investment company organized as a Massachusetts business trust on
July 14, 1994. VIP III's shares are purchased by insurance companies to fund
benefits under variable life insurance policies and variable annuity contracts.
FMR is the manager of VIP III and it's portfolios.

     VIP III BALANCED PORTFOLIO: SERVICE CLASS
     Investment Objective: Seeks both income and growth of capital using a
     balanced



                                       57
<PAGE>   78

     approach to provide the best possible total return from investments in a
     diversified portfolio of equity and fixed-income securities with income,
     growth of income and capital appreciation potential. FMR manages the
     Portfolio to maintain a balance between stocks and bonds. When FMR's
     outlook is neutral, it will invest approximately 60% of the Funds assets in
     stocks or other equity securities and the remainder in bonds. The Portfolio
     will always invest at least 25% of its total assets in fixed-income senior
     securities.

     VIP III GROWTH & INCOME PORTFOLIO: SERVICE CLASS
     Investment Objective: Seeks high total return through a combination of
     current income and capital appreciation by investing mainly in equity
     securities.

     VIP III GROWTH OPPORTUNITIES PORTFOLIO: SERVICE CLASS
     Investment Objective: Seeks long-term capital growth by investing primarily
     in common stocks and securities convertible into common stocks. Under
     normal circumstances, at least 65% of the Portfolio's total assets will be
     invested in securities of companies that FMR believes have long-term growth
     potential. The Portfolio has the ability to purchase foreign securities,
     and preferred stock and bonds that may produce capital appreciation.

     VIP III MID CAP PORTFOLIO: SERVICE CLASS
     Investment Objective: Long-term growth of capital by investing in equity
     securities of companies with medium market capitalizations. FMR normally
     invests at least 65% of the Portfolio's total assets in these securities.
     The Portfolio has the flexibility, however, to invest the balance in other
     market capitalizations and security types. Medium market capitalization
     companies are those whose market capitalization is similar to the market
     capitalization of companies in the S&P MidCap 400 at the time of the
     Portfolio's investment. The S&P MidCap 400 is an unmanaged index of medium
     capitalization stocks. Companies whose capitalization no longer meets this
     definition after purchase continue to be considered medium-capitalized for
     purposes of the 65% policy. The Portfolio also reserves the right to invest
     in preferred stocks and investment-grade debt instruments for temporary,
     defensive purposes.



                                       58
<PAGE>   79

APPENDIX A: OBJECTIVES FOR UNDERLYING MUTUAL FUNDS FOR CONTRACTS ISSUED ON OR
AFTER MAY 1, 2000

The underlying mutual funds listed below are designed primarily as investments
for variable annuity contracts and variable life insurance policies issued by
insurance companies.

There is no guarantee that the investment objectives will be met.

VARIABLE INSURANCE PRODUCTS FUND
The Variable Insurance Products Fund (VIP) is an open-end, diversified,
management investment company organized as a Massachusetts business trust on
November 13, 1981. Shares of VIP are purchased by insurance companies to fund
benefits under variable life insurance policies and variable annuity contracts.
Fidelity Management & Research Company ("FMR") is the manager for VIP and its
portfolios.

     VIP EQUITY-INCOME PORTFOLIO: SERVICE CLASS 2
     Investment Objective: To seek reasonable income by investing primarily in
     income-producing equity securities. When choosing these securities, FMR
     will also consider the potential for capital appreciation. The Portfolio's
     goal is to achieve a yield that exceeds the composite yield on the
     securities comprising the Standard & Poor's Composite Stock Price Index.

     VIP GROWTH PORTFOLIO: SERVICE CLASS 2
     Investment Objective: To seek to achieve capital appreciation. This
     Portfolio will invest in the securities of both well-known and established
     companies, and smaller, less well-known companies which may have a narrow
     product line or whose securities are thinly traded. These latter securities
     will often involve greater risk than may be found in the ordinary
     investment security. FMR's analysis and expertise plays an integral role in
     the selection of securities and, therefore, the performance of the
     Portfolio. Many securities which FMR believes would have the greatest
     potential may be regarded as speculative, and investment in the Portfolio
     may involve greater risk than is inherent in other mutual funds. It is also
     important to point out that the Portfolio makes most sense for you if you
     can afford to ride out changes in the stock market, because it invests
     primarily in common stocks. FMR also can make temporary investments in
     securities such as investment-grade bonds, high-quality preferred stocks
     and short-term notes, for defensive purposes when it believes market
     conditions warrant.

     VIP HIGH INCOME PORTFOLIO: SERVICE CLASS 2
     Investment Objective: Seeks high current income by investing primarily in
     all types of income-producing debt securities, preferred stocks, and
     convertible securities. FMR normally invests at least 65% of the
     Portfolio's total assets in these securities. In choosing investments, the
     Portfolio also considers growth of capital.

     VIP MONEY MARKET PORTFOLIO
     Investment Objective: Seeks to obtain as high a level of current income as
     is consistent with preserving capital and providing liquidity. The
     Portfolio will invest only in high quality U.S. dollar-denominated money
     market securities of domestic and foreign issuers while seeking to maintain
     a stable $1.00 share price. Investments in the Money Market Portfolio are
     neither insured nor guaranteed by the U.S. Government and there can be no
     assurance that the Portfolio will maintain a stable $1.00 share price.

     VIP OVERSEAS PORTFOLIO: SERVICE CLASS 2
     Investment Objective: Seeks long-term growth of capital by investing
     primarily in securities of issuers whose principal activities are outside
     of the U.S. FMR normally invests at least 65% of the Portfolio's total
     assets in securities of issuers from at least three different countries
     outside of North America (the U.S., Canada,



                                       59
<PAGE>   80

     Mexico, and Central America). The Portfolio expects to invest a majority of
     its assets in equity securities, but may also invest in debt securities of
     any quality.

VARIABLE INSURANCE PRODUCTS FUND II
The Variable Insurance Products Fund II (VIP II) is an open-end, diversified,
management investment company organized as a Massachusetts business trust on
March 21, 1988. VIP II's shares are purchased by insurance companies to fund
benefits under variable life insurance policies and variable annuity contracts.
FMR is the manager of VIP II and its portfolios.

     VIP II ASSET MANAGER PORTFOLIO: SERVICE CLASS 2
     Investment Objective: Seeks high total return with reduced risk over the
     long term by allocating its assets among the following classes or types of
     investments in a neutral mix: stock class, the bond class, and short-term
     class/money market class.

         Asset Manager       Range          Neutral Mix

         Stock Class          30-70%         50%
         Bond Class           20-60%         40%
         Short-term Class      0-50%         10%

     VIP II ASSET MANAGER: GROWTH PORTFOLIO: SERVICE CLASS 2
     Investment Objective: Seeks maximum total return over the long-term by
     allocating assets among the following classes or types of investment in a
     neutral mix: the stock class, the bond class, short-term class/ money
     market class. The Portfolio's more aggressive approach focuses primarily on
     stocks for high potential returns.

         Asset Manager:     Range          Neutral Mix
         Growth

         Stock Class        50-100%            70%

         Bond Class           0-50%            25%

         Short-term Class     0-50%             5%


     VIP II CONTRAFUND(R) PORTFOLIO: SERVICE CLASS 2
     Investment Objective: To seek capital appreciation by investing primarily
     in companies that the Portfolio manager believes to be undervalued due to
     an overly pessimistic appraisal by the public. This strategy can lead to
     investments in domestic or foreign stock, and securities convertible into
     common stock.

     VIP II INVESTMENT GRADE BOND PORTFOLIO
     Investment Objective: Seeks a high level of current income as is consistent
     with preservation of capital by investing primarily in obligations issued
     or guaranteed by the U.S. government or any of its agencies or
     instrumentalities. Under normal circumstances, at least 65% of the
     Portfolio's total assets will be invested in investment-grade fixed-income
     securities such as debentures, bonds and notes. government securities.

     VIP II INDEX 500 PORTFOLIO
     Investment Objective: To seek investment results that correspond to the
     total return of common stocks that comprise the Standard & Poor's 500
     Composite Stock Price Index (S&P 500). Normally, at least 80% of the
     Portfolio's assets will be invested in equity securities of companies that
     comprise the S&P 500. Although the Portfolio tries to allocate its assets
     similarly to those of the S&P 500, the Portfolio's composition may not
     always be identical to that of the S&P. In seeking a 98% or better
     long-term correlation of the fund Bankers Trust may choose, if
     extraordinary circumstances warrant, to exclude a stock held in the S&P 500
     and include a similar stock if doing so will help the Portfolio achieve its
     objective.

VARIABLE INSURANCE PRODUCTS FUND III
The Variable Insurance Products Fund III (VIP III) is an open-end, diversified,
management investment company organized as a Massachusetts business trust on
July 14, 1994. VIP III's shares are purchased by insurance companies to fund
benefits under variable life insurance policies and variable annuity contracts.
FMR is the manager of VIP III and it's portfolios.



                                       60
<PAGE>   81

     VIP III BALANCED PORTFOLIO: SERVICE CLASS 2
     Investment Objective: Seeks both income and growth of capital using a
     balanced approach to provide the best possible total return from
     investments in a diversified portfolio of equity and fixed-income
     securities with income, growth of income and capital appreciation
     potential. FMR manages the Portfolio to maintain a balance between stocks
     and bonds. When FMR's outlook is neutral, it will invest approximately 60%
     of the Funds assets in stocks or other equity securities and the remainder
     in bonds. The Portfolio will always invest at least 25% of its total assets
     in fixed-income senior securities.

     VIP III GROWTH & INCOME PORTFOLIO: SERVICE CLASS 2
     Investment Objective: Seeks high total return through a combination of
     current income and capital appreciation by investing mainly in equity
     securities.

     VIP III GROWTH OPPORTUNITIES PORTFOLIO: SERVICE CLASS 2
     Investment Objective: Seeks long-term capital growth by investing primarily
     in common stocks and securities convertible into common stocks. Under
     normal circumstances, at least 65% of the Portfolio's total assets will be
     invested in securities of companies that FMR believes have long-term growth
     potential. The Portfolio has the ability to purchase foreign securities,
     and preferred stock and bonds that may produce capital appreciation.

     VIP III MID CAP PORTFOLIO: SERVICE CLASS 2
     Investment Objective: Long-term growth of capital by investing in equity
     securities of companies with medium market capitalizations. FMR normally
     invests at least 65% of the Portfolio's total assets in these securities.
     The Portfolio has the flexibility, however, to invest the balance in other
     market capitalizations and security types. Medium market capitalization
     companies are those whose market capitalization is similar to the market
     capitalization of companies in the S&P MidCap 400 at the time of the
     Portfolio's investment. The S&P MidCap 400 is an unmanaged index of medium
     capitalization stocks. Companies whose capitalization no longer meets this
     definition after purchase continue to be considered medium-capitalized for
     purposes of the 65% policy. The Portfolio also reserves the right to invest
     in preferred stocks and investment-grade debt instruments for temporary,
     defensive purposes.



                                       61
<PAGE>   82


APPENDIX B: CONDENSED FINANCIAL INFORMATION

Accumulation unit values for accumulation units outstanding throughout the
period.

<TABLE>
<CAPTION>

                                    NO OPTIONAL BENEFITS ELECTED
         (VARIABLE ACCOUNT CHARGES OF 0.95% OF THE DAILY NET ASSETS OF THE VARIABLE ACCOUNT)

UNDERLYING MUTUAL FUND    ACCUMULATION UNIT   ACCUMULATION UNIT   PERCENTAGE CHANGE   NUMBER OF            YEAR
                          VALUE AT            VALUE AT END OF     IN ACCUMULATION     ACCUMULATION UNITS
                          BEGINNING OF        PERIOD              UNIT VALUE          AT END OF PERIOD
                          PERIOD

<S>                           <C>                 <C>                    <C>                 <C>           <C>
VIP Equity-Income              10.758604          11.322947              5.25%               695,545       1999
Portfolio: Service             10.000000          10.758604              7.59%                76,194       1998
Class - Q

VIP Equity-Income              10.758604          11.322947              5.25%             1,069,193       1999
Portfolio: Service             10.000000          10.758604              7.59%               108,197       1998
Class - NQ

VIP Growth Portfolio:          13.265992          18.039523             35.98%               872,562       1999
Service Class - Q              10.000000          13.265992             32.66%                46,684       1998

VIP Growth Portfolio:          13.265992          18.039523             35.98%             1,429,991       1999
Service Class - NQ             10.000000          13.265992             32.66%               117,255       1998

VIP High Income                 9.218542           9.868246              7.05%               881,536       1999
Portfolio: Service             10.000000           9.218542             -7.81%                72,605       1998
Class - Q

VIP High Income                 9.218542           9.868246              7.05%             1,334,025       1999
Portfolio: Service             10.000000           9.218542             -7.81%               197,839       1998
Class - NQ

VIP Money Market               10.407380          10.841227              4.17%               350,462       1999
Portfolio - Q*                 10.000000          10.407380              4.07%               133,561       1998

VIP Money Market               10.407380          10.841227              4.17%               661,559       1999
Portfolio - NQ*                10.000000          10.407380              4.07%               103,226       1998

VIP Overseas Portfolio:        10.586638          14.938906             41.11%               264,838       1999
Service Class - Q              10.000000          10.586638              5.87%                16,755       1998

VIP Overseas Portfolio:        10.586638          14.938906             41.11%               391,883       1999
Service Class - NQ             10.000000          10.586638              5.87%                68,968       1998

</TABLE>


*The 7-day yield on the VIP Money Market Portfolio as of December 31, 1999 was
4.74%.



                                       62
<PAGE>   83

<TABLE>
<CAPTION>

UNDERLYING MUTUAL FUND    ACCUMULATION UNIT   ACCUMULATION UNIT   PERCENTAGE CHANGE   NUMBER OF            YEAR
                          VALUE AT            VALUE AT END OF     IN ACCUMULATION     ACCUMULATION UNITS
                          BEGINNING OF        PERIOD              UNIT VALUE          AT END OF PERIOD
                          PERIOD

<S>                           <C>                 <C>                    <C>                 <C>           <C>
VIP II Asset Manager          11.098876           12.204056              9.96%               113,345       1999
Portfolio: Service            10.000000           11.098876             10.99%                 8,319       1998
Class - Q

VIP II Asset Manager          11.098876           12.204056              9.96%               308,073       1999
Portfolio: Service            10.000000           11.098876             10.99%                17,136       1998
Class - NQ

VIP II Asset Manager:         11.278688           12.862419             14.04%                91,493       1999
Growth Portfolio:             10.000000           11.278688             12.79%                24,911       1998
Service Class - Q

VIP II Asset Manager:         11.278688           12.862419             14.04%               135,720       1999
Growth Portfolio:             10.000000           11.278688             12.79%                 8,306       1998
Service Class - NQ

VIP II Contrafund(R)          12.539357           15.419403             22.97%               628,642       1999
Portfolio: Service            10.000000           12.539357             25.39%                52,457       1998
Class -Q

VIP II Contrafund(R)          12.539357           15.419403             22.97%               992,736       1999
Portfolio: Service            10.000000           12.539357             25.39%                81,444       1998
Class - NQ

VIP II Investment Grade       10.690813           10.478118             -1.99%               381,199       1999
Bond Portfolio - Q            10.000000           10.690813              6.91%                38,420       1998

VIP II Investment Grade       10.690813           10.478118             -1.99%               699,366       1999
Bond Portfolio - NQ           10.000000           10.690813              6.91%               125,354       1998

VIP II Index 500              12.204206           14.567662             19.37%             1,930,305       1999
Portfolio - Q                 10.000000           12.204206             22.04%                45,723       1998

VIP II Index 500              12.204206           14.567662             19.37%             1,206,553       1999
Portfolio  - NQ               10.000000           12.204206             22.04%                71,382       1998

VIP III Balanced              11.340963           11.730743              3.44%               439,780       1999
Portfolio: Service            10.000000           11.340963             13.41%                44,418       1998
Class - Q
</TABLE>



                                       63
<PAGE>   84

<TABLE>
<CAPTION>

UNDERLYING MUTUAL FUND    ACCUMULATION UNIT   ACCUMULATION UNIT   PERCENTAGE CHANGE   NUMBER OF            YEAR
                          VALUE AT            VALUE AT END OF     IN ACCUMULATION     ACCUMULATION UNITS
                          BEGINNING OF        PERIOD              UNIT VALUE          AT END OF PERIOD
                          PERIOD

<S>                           <C>                 <C>                    <C>                 <C>           <C>
VIP III Balanced              11.340963           11.730743              3.44%               650,044       1999
Portfolio: Service            10.000000           11.340963             13.41%                55,013       1998
Class - NQ

VIP III Growth & Income       12.392371           13.387303              8.03%               631,639       1999
Portfolio: Service            10.000000           12.392371             23.92%                48,420       1998
Class - Q

VIP III Growth & Income       12.392371           13.387303              8.03%             1,084,359       1999
Portfolio: Service            10.000000           12.392371             23.92%               105,831       1998
Class - NQ

VIP III Growth                11.936099           12.317183              3.19%             1,580,810       1999
Opportunities                 10.000000           11.936099             19.36%               123,265       1998
Portfolio: Service
Class - Q

VIP III Growth                11.936099           12.317183              3.19%             2,388,172       1999
Opportunities                 10.000000           11.936099             19.36%               260,816       1998
Portfolio: Service
Class - NQ

VIP III Mid Cap               10.000000           14.643713             46.44%                48,890       1999
Portfolio: Service
Class-Q

VIP III Mid Cap               10.000000           14.643713             46.44%                61,089       1999
Portfolio: Service
Class-NQ
</TABLE>


The VIP III Mid Cap Portfolio was added to the variable account on January 11,
1999. Therefore, the Condensed Financial Information reflects the period from
January 11, 1999 to December 31, 1999.

The VIP Equity-Income Portfolio: Service Class 2, VIP Growth Portfolio: Service
Class 2, VIP High Income Portfolio: Service Class 2, VIP Overseas Portfolio:
Service Class 2, VIP II Asset Manager Portfolio: Service Class 2, VIP II Asset
Manager: Growth Portfolio: Service Class 2, VIP II Contrafund(R)Portfolio:
Service Class 2, VIP III Balanced Portfolio: Service Class 2, VIP III Growth &
Income Portfolio: Service Class 2, VIP III Growth Opportunities Portfolio:
Service Class 2 and the VIP III Mid Cap Portfolio were added to the variable
account effective May 1, 2000. Therefore, no Condensed Financial Information is
available.



                                       64
<PAGE>   85

<TABLE>
<CAPTION>

                               OPTIONAL BENEFITS ELECTED (TOTAL 1.00%)
         (VARIABLE ACCOUNT CHARGES OF 1.00% OF THE DAILY NET ASSETS OF THE VARIABLE ACCOUNT)

UNDERLYING MUTUAL FUND    ACCUMULATION UNIT   ACCUMULATION UNIT   PERCENTAGE CHANGE   NUMBER OF            YEAR
                          VALUE AT            VALUE AT END OF     IN ACCUMULATION     ACCUMULATION UNITS
                          BEGINNING OF        PERIOD              UNIT VALUE          AT END OF PERIOD
                          PERIOD

<S>                           <C>                 <C>                    <C>                 <C>           <C>
VIP Equity-Income             10.753771           11.312151              5.19%               700,294       1999
Portfolio: Service            10.000000           10.753771              7.54%                76,194       1998
Class - Q

VIP Equity-Income             10.753771           11.312151              5.19%               723,120       1999
Portfolio: Service            10.000000           10.753771              7.54%               108,197       1998
Class - NQ

VIP Growth Portfolio:         13.260038           18.022329             35.91%               910,888       1999
Service Class - Q             10.000000           13.260038             32.60%                46,684       1998

VIP Growth Portfolio:         13.260038           18.022329             35.91%             1,383,685       1999
Service Class - NQ            10.000000           13.260038             32.60%               117,255       1998

VIP High Income                9.214386            9.858827              6.99%               685,851       1999
Portfolio: Service            10.000000            9.214386             -7.86%                72,605       1998
Class - Q

VIP High Income                9.214386            9.858827              6.99%               773,796       1999
Portfolio: Service            10.000000            9.214386             -7.86%               458,599       1998
Class - NQ

VIP Money Market              10.402557           10.830732              4.12%               204,043       1999
Portfolio - Q*                10.000000           10.402557              4.03%               133,561       1998

VIP Money Market              10.402557           10.830732              4.12%               351,108       1999
Portfolio - NQ*               10.000000           10.402557              4.03%               103,226       1998

VIP Overseas Portfolio:       10.581883           14.924674             41.04%               228,910       1999
Service Class - Q             10.000000           10.581883              5.82%                16,755       1998

VIP Overseas Portfolio:       10.581883           14.924674             41.04%               368,270       1999
Service Class - NQ            10.000000           10.581883              5.82%                68,968       1998

VIP II Asset Manager          11.093882           12.192406              9.90%               173,975       1999
Portfolio: Service            10.000000           11.093882             10.94%                 8,319       1998
Class - Q
</TABLE>


*The 7-day yield on the Fidelity VIP Money Market Portfolio as of December 31,
1999 was 4.69%.



                                       65
<PAGE>   86

<TABLE>
<CAPTION>

UNDERLYING MUTUAL FUND    ACCUMULATION UNIT   ACCUMULATION UNIT   PERCENTAGE CHANGE   NUMBER OF            YEAR
                          VALUE AT            VALUE AT END OF     IN ACCUMULATION     ACCUMULATION UNITS
                          BEGINNING OF        PERIOD              UNIT VALUE          AT END OF PERIOD
                          PERIOD

<S>                           <C>                 <C>                    <C>                 <C>           <C>
VIP II Asset Manager          11.093882           12.192406              9.90%               214,274       1999
Portfolio: Service            10.000000           11.093882             10.94%                17,136       1998
Class - NQ

VIP II Asset Manager:         11.273630           12.850172             13.98%               123,075       1999
Growth Portfolio:             10.000000           11.273630             12.74%                24,911       1998
Service Class - Q

VIP II Asset Manager:         11.273630           12.850172             13.98%               173,485       1999
Growth Portfolio:             10.000000           11.273630             12.74%                 8,306       1998
Service Class - NQ

VIP II Contrafund(R)          12.533725           15.404707             22.91%               687,704       1999
Portfolio: Service            10.000000           12.533725             25.34%                52,457       1998
Class -Q

VIP II Contrafund(R)          12.533725           15.404707             22.91%               960,351       1999
Portfolio: Service            10.000000           12.533725             25.34%                81,444       1998
Class - NQ

VIP II Investment Grade       10.686005           10.468109             -2.04%               342,030       1999
Bond Portfolio - Q            10.000000           10.686005              6.86%                38,420       1998

VIP II Investment Grade       10.686005           10.468109             -2.04%               368,204       1999
Bond Portfolio - NQ           10.000000           10.686005              6.86%               125,354       1998

VIP II Index 500              12.198716           14.553757             19.31%               753,992       1999
Portfolio - Q                 10.000000           12.198716             21.99%                45,723       1998

Fidelity VIP II Index         12.198716           14.553757             19.31%             1,077,454       1999
500 Portfolio  - NQ           10.000000           12.198716             21.99%                71,382       1998

VIP III Balanced              11.335864           11.719556              3.38%               401,736       1999
Portfolio: Service            10.000000           11.335864             13.36%                44,418       1998
Class - Q

VIP III Balanced              11.335864           11.719556              3.38%               552,217       1999
Portfolio: Service            10.000000           11.335864            13.36%%                55,013       1998
Class - NQ
</TABLE>



                                       66
<PAGE>   87

<TABLE>
<CAPTION>

UNDERLYING MUTUAL FUND    ACCUMULATION UNIT   ACCUMULATION UNIT   PERCENTAGE CHANGE   NUMBER OF            YEAR
                          VALUE AT            VALUE AT END OF     IN ACCUMULATION     ACCUMULATION UNITS
                          BEGINNING OF        PERIOD              UNIT VALUE          AT END OF PERIOD
                          PERIOD

<S>                           <C>                 <C>                    <C>                 <C>           <C>
VIP III Growth & Income       12.386801           13.374521              7.97%               922,659       1999
Portfolio: Service            10.000000           12.386801             23.87%                48,820       1998
Class - Q

VIP III Growth & Income       12.386801           13.374521              7.97%             1,278,902       1999
Portfolio: Service            10.000000           12.386801             23.87%               105,831       1998
Class - NQ

VIP III Growth                11.930730           12.305429              3.14%             1,554,894       1999
Opportunities                 10.000000           11.930730             19.31%               123,265       1998
Portfolio: Service
Class - Q

VIP III Growth                11.930730           12.305429              3.14%             2,150,035       1999
Opportunities                 10.000000           11.930730             19.31%               260,816       1998
Portfolio: Service
Class - NQ

VIP III Mid Cap               10.000000           14.636558             46.37%                84,669       1999
Portfolio: Service
Class - Q

VIP III Mid Cap               10.000000           14.636558             46.37%                63,767       1999
Portfolio: Service
Class - NQ
</TABLE>


The Fidelity VIP III Mid Cap Portfolio was added to the variable account on
January 11, 1999. Therefore, the Condensed Financial Information reflects the
period from January 11, 1999 to December 31, 1999.

The VIP Equity-Income Portfolio: Service Class 2, VIP Growth Portfolio: Service
Class 2, VIP High Income Portfolio: Service Class 2, VIP Overseas Portfolio:
Service Class 2, VIP II Asset Manager Portfolio: Service Class 2, VIP II Asset
Manager: Growth Portfolio: Service Class 2, VIP II Contrafund(R)Portfolio:
Service Class 2, VIP III Balanced Portfolio: Service Class 2, VIP III Growth &
Income Portfolio: Service Class 2, VIP III Growth Opportunities Portfolio:
Service Class 2 and the VIP III Mid Cap Portfolio were added to the variable
account effective May 1, 2000. Therefore, no Condensed Financial Information is
available.




                                       67
<PAGE>   88

<TABLE>
<CAPTION>

                               OPTIONAL BENEFITS ELECTED (TOTAL 1.05%)
         (VARIABLE ACCOUNT CHARGES OF 1.05% OF THE DAILY NET ASSETS OF THE VARIABLE ACCOUNT)

UNDERLYING MUTUAL FUND    ACCUMULATION UNIT   ACCUMULATION UNIT   PERCENTAGE CHANGE   NUMBER OF            YEAR
                          VALUE AT            VALUE AT END OF     IN ACCUMULATION     ACCUMULATION UNITS
                          BEGINNING OF        PERIOD              UNIT VALUE          AT END OF PERIOD
                          PERIOD

<S>                           <C>                 <C>                    <C>                 <C>           <C>
VIP Equity-Income             10.748944           11.301374              5.14%               125,193       1999
Portfolio: Service            10.000000           10.748944              7.49%                76,194       1998
Class - Q

VIP Equity-Income             10.748944           11.301374              5.14%               237,960       1999
Portfolio: Service            10.000000           10.748944              7.49%               108,197       1998
Class - NQ

VIP Growth Portfolio:         13.254076           18.005139             35.85%               139,137       1999
Service Class - Q             10.000000           13.254076             32.54%                46,684       1998

VIP Growth Portfolio:         13.254076           18.005139             35.85%               324,870       1999
Service Class - NQ            10.000000           13.254076             32.54%               117,255       1998

VIP High Income                9.210254            9.849428              6.94%               146,880       1999
Portfolio: Service            10.000000            9.210254             -7.90%                72,605       1998
Class - Q

VIP High Income                9.210254            9.849428              6.94%               233,348       1999
Portfolio: Service            10.000000            9.210254             -7.90%               197,839       1998
Class - NQ

VIP Money Market              10.397737           10.820248              4.06%                85,348       1999
Portfolio - Q*                10.000000           10.397737              3.98%               133,561       1998

VIP Money Market              10.397737           10.820248              4.06%               200,667       1999
Portfolio - NQ*               10.000000           10.397737              3.98%               103,226       1998

VIP Overseas Portfolio:       10.577127           14.910446             40.97%                47,782       1999
Service Class - Q             10.000000           10.577127              5.77%                16,755       1998

VIP Overseas Portfolio:       10.577127           14.910446             40.97%                66,203       1999
Service Class - NQ            10.000000           10.577127              5.77%                68,968       1998

VIP II Asset Manager          11.088896           12.180770              9.85%                42,988       1999
Portfolio: Service            10.000000           11.088896             10.89%                 8,319       1998
Class - Q
</TABLE>

*The 7-day yield on the Fidelity VIP Money Market Portfolio as of December 31,
1999 was 4.64%.



                                       68
<PAGE>   89

<TABLE>
<CAPTION>

UNDERLYING MUTUAL FUND    ACCUMULATION UNIT   ACCUMULATION UNIT   PERCENTAGE CHANGE   NUMBER OF            YEAR
                          VALUE AT            VALUE AT END OF     IN ACCUMULATION     ACCUMULATION UNITS
                          BEGINNING OF        PERIOD              UNIT VALUE          AT END OF PERIOD
                          PERIOD

<S>                           <C>                 <C>                    <C>                  <C>          <C>
VIP II Asset Manager          11.088896           12.180770              9.85%                66,396       1999
Portfolio: Service            10.000000           11.088896             10.89%                17,136       1998
Class - NQ

VIP II Asset Manager:         11.268555           12.837906             13.93%                35,123       1999
Growth Portfolio:             10.000000           11.268555             12.69%                24,911       1998
Service Class - Q

VIP II Asset Manager:         11.268555           12.837906             13.93%                60,669       1999
Growth Portfolio:             10.000000           11.268555             12.69%                 8,306       1998
Service Class - NQ

VIP II Contrafund(R)          12.528086           15.390001             22.84%               112,426       1999
Portfolio: Service            10.000000           12.528086             25.28%                52,457       1998
Class -Q

VIP II Contrafund(R)          12.528086           15.390001             22.84%               213,961       1999
Portfolio: Service            10.000000           12.528086             25.28%                81,444       1998
Class - NQ

VIP II Investment Grade       10.681197           10.458120             -2.09%               142,145       1999
Bond Portfolio - Q            10.000000           10.681197              6.81%                38,420       1998

VIP II Investment Grade       10.681197           10.458120             -2.09%               203,464       1999
Bond Portfolio - NQ           10.000000           10.681197              6.81%               125,354       1998

VIP II Index 500              12.193234           14.539880             19.25%               118,845       1999
Portfolio - Q                 10.000000           12.193234             21.93%                45,723       1998

VIP II Index 500              12.193234           14.539880             19.25%               250,685       1999
Portfolio  - NQ               10.000000           12.193234             21.93%                71,382       1998

VIP III Balanced              11.330772           11.708369              3.33%                71,054       1999
Portfolio: Service            10.000000           11.330772             13.31%                44,418       1998
Class - Q
</TABLE>



                                       69
<PAGE>   90

<TABLE>
<CAPTION>

UNDERLYING MUTUAL FUND    ACCUMULATION UNIT   ACCUMULATION UNIT   PERCENTAGE CHANGE   NUMBER OF            YEAR
                          VALUE AT            VALUE AT END OF     IN ACCUMULATION     ACCUMULATION UNITS
                          BEGINNING OF        PERIOD              UNIT VALUE          AT END OF PERIOD
                          PERIOD

<S>                           <C>                 <C>                    <C>                 <C>           <C>
VIP III Balanced              11.330772           11.708369              3.33%               133,286       1999
Portfolio: Service            10.000000           11.330772             13.31%                55,013       1998
Class - NQ

VIP III Growth & Income       12.381235           13.361770              7.92%               152,587       1999
Portfolio: Service            10.000000           12.381235             23.81%                48,820       1998
Class - Q

VIP III Growth & Income       12.381235           13.361770              7.92%               295,741       1999
Portfolio: Service            10.000000           12.381235             23.81%               105,831       1998
Class - NQ

VIP III Growth                11.925368           12.293685              3.09%               290,728       1999
Opportunities                 10.000000           11.925368             19.25%               123,265       1998
Portfolio: Service
Class - Q

VIP III Growth                11.925368           12.293685              3.09%               433,732       1999
Opportunities                 10.000000           11.925368             19.25%               260,816       1998
Portfolio: Service
Class - NQ

VIP III Mid Cap               10.000000           14.629390             46.29%                21,916       1999
Portfolio: Service
Class-Q

VIP III Mid Cap               10.000000           14.629390             46.29%                10,769       1999
Portfolio: Service
Class-Q
</TABLE>


The Fidelity VIP III Mid Cap Portfolio was added to the variable account on
January 11, 1999. Therefore, the Condensed Financial Information reflects the
period from January 11, 1999 to December 31, 1999.

The VIP Equity-Income Portfolio: Service Class 2, VIP Growth Portfolio: Service
Class 2, VIP High Income Portfolio: Service Class 2, VIP Overseas Portfolio:
Service Class 2, VIP II Asset Manager Portfolio: Service Class 2, VIP II Asset
Manager: Growth Portfolio: Service Class 2, VIP II Contrafund(R)Portfolio:
Service Class 2, VIP III Balanced Portfolio: Service Class 2, VIP III Growth &
Income Portfolio: Service Class 2, VIP III Growth Opportunities Portfolio:
Service Class 2 and the VIP III Mid Cap Portfolio were added to the variable
account effective May 1, 2000. Therefore, no Condensed Financial Information is
available.



                                       70
<PAGE>   91

<TABLE>
<CAPTION>

                               OPTIONAL BENEFITS ELECTED (TOTAL 1.10%)
         (VARIABLE ACCOUNT CHARGES OF 1.10% OF THE DAILY NET ASSETS OF THE VARIABLE ACCOUNT)

UNDERLYING MUTUAL FUND    ACCUMULATION UNIT   ACCUMULATION UNIT   PERCENTAGE CHANGE   NUMBER OF            YEAR
                          VALUE AT            VALUE AT END OF     IN ACCUMULATION     ACCUMULATION UNITS
                          BEGINNING OF        PERIOD              UNIT VALUE          AT END OF PERIOD
                          PERIOD

<S>                           <C>                  <C>                   <C>                   <C>         <C>
VIP Equity-Income             10.000000            9.347646             -6.52%                 7,287       1999
Portfolio: Service
Class - Q

VIP Equity-Income             10.000000            9.347646             -6.52%                 1,926       1999
Portfolio: Service
Class - NQ

VIP Growth Portfolio:         10.000000           12.372047             23.72%                12,175       1999
Service Class - Q

VIP Growth Portfolio:         10.000000           12.372047             23.72%                 1,987       1999
Service Class - NQ

VIP High Income               10.000000            9.711691             -2.88%                 4,712       1999
Portfolio: Service
Class - Q

VIP High Income               10.000000            9.711691             -2.88%                 4,502       1999
Portfolio: Service
Class - NQ

VIP Money Market              10.000000           10.273279              2.73%                 2,487       1999
Portfolio - Q*

VIP Money Market              10.000000           10.273279              2.73%                     0       1999
Portfolio - NQ*

VIP Overseas Portfolio:       10.000000           13.111592             31.12%                 2,518       1999
Service Class - Q

VIP Overseas Portfolio:       10.000000           13.111592             31.12%                     0       1999
Service Class - NQ

VIP II Asset Manager          10.000000           10.599754              6.00%                     0       1999
Portfolio: Service
Class - Q
</TABLE>

*The 7-day yield on the Fidelity VIP Money Market Portfolio as of December 31,
1999 was 4.59%.



                                       71
<PAGE>   92

<TABLE>
<CAPTION>

UNDERLYING MUTUAL FUND    ACCUMULATION UNIT   ACCUMULATION UNIT   PERCENTAGE CHANGE   NUMBER OF            YEAR
                          VALUE AT            VALUE AT END OF     IN ACCUMULATION     ACCUMULATION UNITS
                          BEGINNING OF        PERIOD              UNIT VALUE          AT END OF PERIOD
                          PERIOD

<S>                           <C>                 <C>                    <C>                <C>          <C>
VIP II Asset Manager          10.000000           10.599754              6.00%                     0       1999
Portfolio: Service
Class - NQ

VIP II Asset Manager:         10.000000           10.846645              8.47%                 3,541       1999
Growth Portfolio:
Service Class - Q

VIP II Asset Manager:         10.000000           10.846645              8.47%                   976       1999
Growth Portfolio:
Service Class - NQ

VIP II Contrafund(R)          10.000000           11.323961             13.24%                 8,180       1999
Portfolio: Service
Class -Q

VIP II Contrafund(R)          10.000000           11.323961             13.24%                 2,518       1999
Portfolio: Service
Class - NQ

VIP II Index 500              10.000000           10.838507              8.39%                12,510       1999
Portfolio - Q

VIP II Index 500              10.000000           10.838507              8.39%                 6,221       1999
Portfolio  - NQ

VIP II Investment Grade       10.000000            9.813933             -1.86%                11,323       1999
Bond Portfolio - Q

VIP II Investment Grade       10.000000            9.813933             -1.86%                 6,219       1999
Bond Portfolio - NQ

VIP III Balanced              10.000000            9.773610             -2.26%                10,428       1999
Portfolio: Service
Class - Q
</TABLE>




                                       72
<PAGE>   93

<TABLE>
<CAPTION>


UNDERLYING MUTUAL FUND    ACCUMULATION UNIT   ACCUMULATION UNIT   PERCENTAGE CHANGE   NUMBER OF            YEAR
                          VALUE AT            VALUE AT END OF     IN ACCUMULATION     ACCUMULATION UNITS
                          BEGINNING OF        PERIOD              UNIT VALUE          AT END OF PERIOD
                          PERIOD

<S>                           <C>                  <C>                   <C>                   <C>         <C>
VIP III Balanced              10.000000            9.773610             -2.26%                 2,856       1999
Portfolio: Service
Class - NQ


VIP III Growth & Income       10.000000           10.061118              0.61%                13,370       1999
Portfolio: Service
Class - Q

VIP III Growth & Income       10.000000           10.061118              0.61%                 1,659       1999
Portfolio: Service
Class - NQ

VIP III Growth                10.000000            9.909749             -0.90%                15,297       1999
Opportunities
Portfolio: Service
Class - Q

VIP III Growth                10.000000            9.909749             -0.90%                 4,111       1999
Opportunities
Portfolio: Service
Class - NQ

VIP III Mid Cap                10.000000          13.502242             35.02%                    77       1999
Portfolio: Service
Class-Q

VIP III Mid Cap                10.000000          13.502242             35.02%                     0       1999
Portfolio: Service
Class-Q
</TABLE>



The Fidelity VIP III Mid Cap Portfolio was added to the variable account on
January 11, 1999. Therefore, the Condensed Financial Information reflects the
period from January 11, 1999 to December 31, 1999.

The VIP Equity-Income Portfolio: Service Class 2, VIP Growth Portfolio: Service
Class 2, VIP High Income Portfolio: Service Class 2, VIP Overseas Portfolio:
Service Class 2, VIP II Asset Manager Portfolio: Service Class 2, VIP II Asset
Manager: Growth Portfolio: Service Class 2, VIP II Contrafund(R)Portfolio:
Service Class 2, VIP III Balanced Portfolio: Service Class 2, VIP III Growth &
Income Portfolio: Service Class 2, VIP III Growth Opportunities Portfolio:
Service Class 2 and the VIP III Mid Cap Portfolio were added to the variable
account effective May 1, 2000. Therefore, no Condensed Financial Information is
available.



                                       73
<PAGE>   94

<TABLE>
<CAPTION>

                               OPTIONAL BENEFITS ELECTED (TOTAL 1.15%)
         (VARIABLE ACCOUNT CHARGES OF 1.15% OF THE DAILY NET ASSETS OF THE VARIABLE ACCOUNT)

UNDERLYING MUTUAL FUND    ACCUMULATION UNIT   ACCUMULATION UNIT   PERCENTAGE CHANGE   NUMBER OF            YEAR
                          VALUE AT            VALUE AT END OF     IN ACCUMULATION     ACCUMULATION UNITS
                          BEGINNING OF        PERIOD              UNIT VALUE          AT END OF PERIOD
                          PERIOD

<S>                           <C>                  <C>                   <C>                   <C>         <C>
VIP Equity-Income             10.000000            9.344503             -6.55%                 3,388       1999
Portfolio: Service
Class - Q

VIP Equity-Income             10.000000            9.344503             -6.55%                     0       1999
Portfolio: Service
Class - NQ

VIP Growth Portfolio:         10.000000           12.367900             23.68%                 8,021       1999
Service Class - Q

VIP Growth Portfolio:         10.000000           12.367900             23.68%                39,902       1999
Service Class - NQ

VIP High Income               10.000000            9.708435             -2.92%                 1,531       1999
Portfolio: Service
Class - Q


VIP High Income               10.000000            9.708435             -2.92%                     0       1999
Portfolio: Service
Class - NQ

VIP Money Market              10.000000           10.269790              2.70%                12,006       1999
Portfolio - Q*

VIP Money Market              10.000000           10.269790              2.70%                     0       1999
Portfolio - NQ*

VIP Overseas Portfolio:       10.000000           13.107190             31.07%                   244       1999
Service Class - Q

VIP Overseas Portfolio:       10.000000           13.107190             31.07%                     0       1999
Service Class - NQ

VIP II Asset Manager          10.000000           10.596211              5.96%                 4,567       1999
Portfolio: Service
Class - Q
</TABLE>


*The 7-day yield on the Fidelity VIP Money Market Portfolio as of December 31,
1999 was 4.54%.




                                       74
<PAGE>   95

<TABLE>
<CAPTION>

UNDERLYING MUTUAL FUND    ACCUMULATION UNIT   ACCUMULATION UNIT   PERCENTAGE CHANGE   NUMBER OF            YEAR
                          VALUE AT            VALUE AT END OF     IN ACCUMULATION     ACCUMULATION UNITS
                          BEGINNING OF        PERIOD              UNIT VALUE          AT END OF PERIOD
                          PERIOD

<S>                           <C>                 <C>                    <C>                       <C>     <C>
VIP II Asset Manager          10.000000           10.596211              5.96%                     0       1999
Portfolio: Service
Class - NQ

VIP II Asset Manager:         10.000000           10.843019              8.43%                     0       1999
Growth Portfolio:
Service Class - Q

VIP II Asset Manager:         10.000000           10.843019              8.43%                     0       1999
Growth Portfolio:
Service Class - NQ

VIP II Contrafund(R)          10.000000           11.320167             13.20%                 2,663       1999
Portfolio: Service
Class -Q

VIP II Contrafund(R)          10.000000           11.320167             13.20%                49,325       1999
Portfolio: Service
Class - NQ

VIP II Index 500              10.000000           10.834863              8.35%                 2,318       1999
Portfolio - Q

VIP II Index 500              10.000000           10.834863              8.35%                     0       1999
Portfolio  - NQ

VIP II Investment Grade       10.000000            9.810644             -1.89%                 4,162       1999
Bond Portfolio - Q

VIP II Investment Grade       10.000000            9.810644             -1.89%                     0       1999
Bond Portfolio - NQ

VIP III Balanced              10.000000            9.770329             -2.30%                 8,159       1999
Portfolio: Service
Class - Q

</TABLE>



                                       75
<PAGE>   96

<TABLE>
<CAPTION>

UNDERLYING MUTUAL FUND    ACCUMULATION UNIT   ACCUMULATION UNIT   PERCENTAGE CHANGE   NUMBER OF            YEAR
                          VALUE AT            VALUE AT END OF     IN ACCUMULATION     ACCUMULATION UNITS
                          BEGINNING OF        PERIOD              UNIT VALUE          AT END OF PERIOD
                          PERIOD

<S>                           <C>                  <C>                   <C>                       <C>     <C>
VIP III Balanced              10.000000            9.770329             -2.30%                     0       1999
Portfolio: Service
Class - NQ

VIP III Growth & Income       10.000000           10.057746              0.58%                 3,405       1999
Portfolio: Service
Class - Q

VIP III Growth & Income       10.000000           10.057746              0.58%                29,185       1999
Portfolio: Service
Class - NQ

VIP III Growth                10.000000            9.906423             -0.94%                 9,376       1999
Opportunities
Portfolio: Service
Class - Q

VIP III Growth                10.000000            9.906423             -0.94%                21,582       1999
Opportunities
Portfolio: Service
Class - NQ

VIP III Mid Cap               10.000000           13.497714             34.98%                     0       1999
Portfolio: Service
Class-Q


VIP III Mid Cap               10.000000           13.497714             34.98%                     0       1999
Portfolio: Service
Class-Q
</TABLE>

The Fidelity VIP III Mid Cap Portfolio was added to the variable account on
January 11, 1999. Therefore, the Condensed Financial Information reflects the
period from January 11, 1999 to December 31, 1999.

The VIP Equity-Income Portfolio: Service Class 2, VIP Growth Portfolio: Service
Class 2, VIP High Income Portfolio: Service Class 2, VIP Overseas Portfolio:
Service Class 2, VIP II Asset Manager Portfolio: Service Class 2, VIP II Asset
Manager: Growth Portfolio: Service Class 2, VIP II Contrafund(R)Portfolio:
Service Class 2, VIP III Balanced Portfolio: Service Class 2, VIP III Growth &
Income Portfolio: Service Class 2, VIP III Growth Opportunities Portfolio:
Service Class 2 and the VIP III Mid Cap Portfolio were added to the variable
account effective May 1, 2000. Therefore, no Condensed Financial Information is
available.



                                       76
<PAGE>   97

<TABLE>
<CAPTION>

                               OPTIONAL BENEFITS ELECTED (TOTAL 1.20%)

         (VARIABLE ACCOUNT CHARGES OF 1.20% OF THE DAILY NET ASSETS OF THE VARIABLE ACCOUNT)

UNDERLYING MUTUAL FUND    ACCUMULATION UNIT   ACCUMULATION UNIT   PERCENTAGE CHANGE   NUMBER OF            YEAR
                          VALUE AT            VALUE AT END OF     IN ACCUMULATION     ACCUMULATION UNITS
                          BEGINNING OF        PERIOD              UNIT VALUE          AT END OF PERIOD
                          PERIOD

<S>                           <C>                  <C>                   <C>                   <C>         <C>
VIP Equity-Income             10.000000            9.341371             -6.59%                 1,430       1999
Portfolio: Service
Class - Q

VIP Equity-Income             10.000000            9.341371             -6.59%                   991       1999
Portfolio: Service
Class - NQ

VIP Growth Portfolio:         10.000000           12.363757             23.64%                 1,660       1999
Service Class - Q

VIP Growth Portfolio:         10.000000           12.363757             23.64%                 2,283       1999
Service Class - NQ

VIP High Income               10.000000            9.705170             -2.95%                 1,211       1999
Portfolio: Service
Class - Q

VIP High Income               10.000000            9.705170             -2.95%                   535       1999
Portfolio: Service
Class - NQ

VIP Money Market              10.000000           10.266304              2.66%                   257       1999
Portfolio - Q*

VIP Money Market              10.000000           10.266304              2.66%                     0       1999
Portfolio - NQ*

VIP Overseas Portfolio:       10.000000           13.102821             31.03%                   284       1999
Service Class - Q

VIP Overseas Portfolio:       10.000000           13.102821             31.03%                   881       1999
Service Class - NQ

VIP II Asset Manager          10.000000           10.592651              5.93%                     0       1999
Portfolio: Service
Class - Q
</TABLE>


*The 7-day yield on the Fidelity VIP Money Market Portfolio as of December 31,
1999 was 4.49%.



                                       77
<PAGE>   98

<TABLE>
<CAPTION>

UNDERLYING MUTUAL FUND    ACCUMULATION UNIT   ACCUMULATION UNIT   PERCENTAGE CHANGE   NUMBER OF            YEAR
                          VALUE AT            VALUE AT END OF     IN ACCUMULATION     ACCUMULATION UNITS
                          BEGINNING OF        PERIOD              UNIT VALUE          AT END OF PERIOD
                          PERIOD

<S>                           <C>                 <C>                    <C>                       <C>     <C>
VIP II Asset Manager          10.000000           10.592651              5.93%                     0       1999
Portfolio: Service
Class - NQ

VIP II Asset Manager:         10.000000           10.839384              8.39%                     0       1999
Growth Portfolio:
Service Class - Q

VIP II Asset Manager:         10.000000           10.839384              8.39%                   420       1999
Growth Portfolio:
Service Class - NQ

VIP II Contrafund(R)          10.000000           11.316365             13.16%                   685       1999
Portfolio: Service
Class -Q

VIP II Contrafund(R)          10.000000           11.316365             13.16%                 2,726       1999
Portfolio: Service
Class - NQ

VIP II Index 500              10.000000           10.831230              8.31%                 1,951       1999
Portfolio - Q

VIP II Index 500              10.000000           10.831230              8.31%                 4,626       1999
Portfolio  - NQ

VIP II Investment Grade       10.000000            9.807349             -1.93%                   504       1999
Bond Portfolio - Q

VIP II Investment Grade       10.000000            9.807349             -1.93%                   122       1999
Bond Portfolio - NQ

VIP III Balanced              10.000000            9.767051             -2.33%                   151       1999
Portfolio: Service
Class - Q
</TABLE>



                                       78
<PAGE>   99

<TABLE>
<CAPTION>

UNDERLYING MUTUAL FUND    ACCUMULATION UNIT   ACCUMULATION UNIT   PERCENTAGE CHANGE   NUMBER OF            YEAR
                          VALUE AT            VALUE AT END OF     IN ACCUMULATION     ACCUMULATION UNITS
                          BEGINNING OF        PERIOD              UNIT VALUE          AT END OF PERIOD
                          PERIOD

<S>                           <C>                  <C>                   <C>                     <C>       <C>
VIP III Balanced              10.000000            9.767051             -2.33%                   106       1999
Portfolio: Service
Class - NQ

VIP III Growth & Income       10.000000           10.054379              0.54%                   577       1999
Portfolio: Service
Class - Q

VIP III Growth & Income       10.000000           10.054379              0.54%                 4,593       1999
Portfolio: Service
Class - NQ

VIP III Growth                10.000000            9.903104             -0.97%                 3,926       1999
Opportunities
Portfolio: Service
Class - Q

VIP III Growth                10.000000            9.903104             -0.97%                 2,978       1999
Opportunities
Portfolio: Service
Class - NQ

VIP III Mid Cap               10.000000           13.493199             34.93%                    31       1999
Portfolio: Service
Class-Q

VIP III Mid Cap               10.000000           13.493199             34.93%                   499       1999
Portfolio: Service
Class-Q

</TABLE>


The Fidelity VIP III Mid Cap Portfolio was added to the variable account on
January 11, 1999. Therefore, the Condensed Financial Information reflects the
period from January 11, 1999 to December 31, 1999.

The VIP Equity-Income Portfolio: Service Class 2, VIP Growth Portfolio: Service
Class 2, VIP High Income Portfolio: Service Class 2, VIP Overseas Portfolio:
Service Class 2, VIP II Asset Manager Portfolio: Service Class 2, VIP II Asset
Manager: Growth Portfolio: Service Class 2, VIP II Contrafund(R)Portfolio:
Service Class 2, VIP III Balanced Portfolio: Service Class 2, VIP III Growth &
Income Portfolio: Service Class 2, VIP III Growth Opportunities Portfolio:
Service Class 2 and the VIP III Mid Cap Portfolio were added to the variable
account effective May 1, 2000. Therefore, no Condensed Financial Information is
available.



                                       79
<PAGE>   100

<TABLE>
<CAPTION>

                               OPTIONAL BENEFITS ELECTED (TOTAL 1.25%)
         (VARIABLE ACCOUNT CHARGES OF 1.25% OF THE DAILY NET ASSETS OF THE VARIABLE ACCOUNT)

UNDERLYING MUTUAL FUND    ACCUMULATION UNIT   ACCUMULATION UNIT   PERCENTAGE CHANGE   NUMBER OF            YEAR
                          VALUE AT            VALUE AT END OF     IN ACCUMULATION     ACCUMULATION UNITS
                          BEGINNING OF        PERIOD              UNIT VALUE          AT END OF PERIOD
                          PERIOD

<S>                           <C>                  <C>                   <C>                     <C>       <C>
VIP Equity-Income             10.000000            9.338236             -6.62%                   257       1999
Portfolio: Service
Class - Q

VIP Equity-Income             10.000000            9.338236             -6.62%                   980       1999
Portfolio: Service
Class - NQ

VIP Growth Portfolio:         10.000000           12.359610             23.60%                   673       1999
Service Class - Q

VIP Growth Portfolio:         10.000000           12.359610             23.60%                 1,395       1999
Service Class - NQ

VIP High Income               10.000000            9.701921             -2.98%                   326       1999
Portfolio: Service
Class - Q

VIP High Income               10.000000            9.701921             -2.98%                 1,924       1999
Portfolio: Service
Class - NQ

VIP Money Market              10.000000           10.262817              2.63%                     0       1999
Portfolio - Q*

VIP Money Market              10.000000           10.262817              2.63%                     0       1999
Portfolio - NQ*

VIP Overseas Portfolio:       10.000000           13.098422             30.98%                     0       1999
Service Class - Q

VIP Overseas Portfolio:       10.000000           13.098422             30.98%                    32       1999
Service Class - NQ

VIP II Asset Manager          10.000000           10.589098              5.89%                     0       1999
Portfolio: Service
Class - Q
</TABLE>


*The 7-day yield on the Fidelity VIP Money Market Portfolio as of December 31,
1999 was 4.44%.



                                       80
<PAGE>   101

<TABLE>
<CAPTION>

UNDERLYING MUTUAL FUND    ACCUMULATION UNIT   ACCUMULATION UNIT   PERCENTAGE CHANGE   NUMBER OF            YEAR
                          VALUE AT            VALUE AT END OF     IN ACCUMULATION     ACCUMULATION UNITS
                          BEGINNING OF        PERIOD              UNIT VALUE          AT END OF PERIOD
                          PERIOD

<S>                           <C>                 <C>                    <C>                   <C>         <C>
VIP II Asset Manager          10.000000           10.589098              5.89%                 3,092       1999
Portfolio: Service
Class - NQ

VIP II Asset Manager:         10.000000           10.835743              8.36%                   263       1999
Growth Portfolio:
Service Class - Q

VIP II Asset Manager:         10.000000           10.835743              8.36%                   246       1999
Growth Portfolio:
Service Class - NQ

VIP II Contrafund(R)          10.000000           11.312579             13.13%                 1,562       1999
Portfolio: Service
Class -Q

VIP II Contrafund(R)          10.000000           11.312579             13.13%                 2,319       1999
Portfolio: Service
Class - NQ

VIP II Index 500              10.000000           10.827599              8.28%                   803       1999
Portfolio - Q

VIP II Index 500              10.000000           10.827599              8.28%                   573       1999
Portfolio  - NQ

VIP II Investment Grade       10.000000            9.804059             -1.96%                     0       1999
Bond Portfolio - Q

VIP II Investment Grade       10.000000            9.804059             -1.96%                 5,985       1999
Bond Portfolio - NQ

VIP III Balanced              10.000000            9.763773             -2.36%                   127       1999
Portfolio: Service
Class - Q
</TABLE>





                                       81
<PAGE>   102

<TABLE>
<CAPTION>


UNDERLYING MUTUAL FUND    ACCUMULATION UNIT   ACCUMULATION UNIT   PERCENTAGE CHANGE   NUMBER OF            YEAR
                          VALUE AT            VALUE AT END OF     IN ACCUMULATION     ACCUMULATION UNITS
                          BEGINNING OF        PERIOD              UNIT VALUE          AT END OF PERIOD
                          PERIOD

<S>                           <C>                  <C>                   <C>                   <C>         <C>
VIP III Balanced              10.000000            9.763773             -2.36%                 1,506       1999
Portfolio: Service
Class - NQ

VIP III Growth & Income       10.000000           10.051000              0.51%                 1,485       1999
Portfolio: Service
Class - Q

VIP III Growth & Income       10.000000           10.051000              0.51%                 2,033       1999
Portfolio: Service
Class - NQ

VIP III Growth                10.000000            9.899770             -1.00%                   995       1999
Opportunities
Portfolio: Service
Class - Q

VIP III Growth                10.000000            9.899770             -1.00%                 1,977       1999
Opportunities
Portfolio: Service
Class - NQ

VIP III Mid Cap                10.000000          13.488675             34.89%                     0       1999
Portfolio: Service
Class-Q

VIP III Mid Cap                10.000000          13.488675             34.89%                    42       1999
Portfolio: Service
Class-Q
</TABLE>

The Fidelity VIP III Mid Cap Portfolio was added to the variable account on
January 11, 1999. Therefore, the Condensed Financial Information reflects the
period from January 11, 1999 to December 31, 1999.

The VIP Equity-Income Portfolio: Service Class 2, VIP Growth Portfolio: Service
Class 2, VIP High Income Portfolio: Service Class 2, VIP Overseas Portfolio:
Service Class 2, VIP II Asset Manager Portfolio: Service Class 2, VIP II Asset
Manager: Growth Portfolio: Service Class 2, VIP II Contrafund(R)Portfolio:
Service Class 2, VIP III Balanced Portfolio: Service Class 2, VIP III Growth &
Income Portfolio: Service Class 2, VIP III Growth Opportunities Portfolio:
Service Class 2 and the VIP III Mid Cap Portfolio were added to the variable
account effective May 1, 2000. Therefore, no Condensed Financial Information is
available.



                                       82
<PAGE>   103

<TABLE>
<CAPTION>

                               OPTIONAL BENEFITS ELECTED (TOTAL 1.40%)
         (VARIABLE ACCOUNT CHARGES OF 1.40% OF THE DAILY NET ASSETS OF THE VARIABLE ACCOUNT)

UNDERLYING MUTUAL FUND    ACCUMULATION UNIT   ACCUMULATION UNIT   PERCENTAGE CHANGE   NUMBER OF            YEAR
                          VALUE AT            VALUE AT END OF     IN ACCUMULATION     ACCUMULATION UNITS
                          BEGINNING OF        PERIOD              UNIT VALUE          AT END OF PERIOD
                          PERIOD

<S>                           <C>                  <C>                   <C>                       <C>     <C>
VIP Equity-Income             10.000000            9.328815             -6.71%                     0       1999
Portfolio: Service
Class - Q

VIP Equity-Income             10.000000            9.328815             -6.71%                   887       1999
Portfolio: Service
Class - NQ

VIP Growth Portfolio:         10.000000           12.347169             23.47%                 4,046       1999
Service Class - Q

VIP Growth Portfolio:         10.000000           12.347169             23.47%                 1,119       1999
Service Class - NQ

VIP High Income               10.000000            9.692137             -3.08%                     0       1999
Portfolio: Service
Class - Q

VIP High Income               10.000000            9.692137             -3.08%                   107       1999
Portfolio: Service
Class - NQ

VIP Money Market              10.883253           11.285433              3.70%                     0       1999
Portfolio - Q*                10.465899           10.883253              3.99%                     0       1998
                              10.000000           10.465899              4.66%                     0       1997

VIP Money Market              10.883253           11.285433              3.70%                     0       1999
Portfolio - NQ*               10.465899           10.883253              3.99%                     0       1998
                              10.000000           10.465899              4.66%                     0       1997

VIP Overseas Portfolio:       10.000000           13.085254             30.85%                 2,046       1999
Service Class - Q

VIP Overseas Portfolio:       10.000000           13.085254             30.85%                   202       1999
Service Class - NQ

VIP II Asset Manager          10.000000           10.578425              5.78%                     0       1999
Portfolio: Service
Class - Q
</TABLE>

*The 7-day yield on the Fidelity VIP Money Market Portfolio as of December 31,
1999 was 4.28%.



                                       83
<PAGE>   104

<TABLE>
<CAPTION>

UNDERLYING MUTUAL FUND    ACCUMULATION UNIT   ACCUMULATION UNIT   PERCENTAGE CHANGE   NUMBER OF            YEAR
                          VALUE AT            VALUE AT END OF     IN ACCUMULATION     ACCUMULATION UNITS
                          BEGINNING OF        PERIOD              UNIT VALUE          AT END OF PERIOD
                          PERIOD

<S>                            <C>                 <C>                    <C>                       <C>     <C>
VIP II Asset Manager           10.000000           10.578425              5.78%                     0       1999
Portfolio: Service
Class - NQ

VIP II Asset Manager:          10.000000           10.824826              8.25%                     0       1999
Growth Portfolio:
Service Class - Q

VIP II Asset Manager:          10.000000           10.824826              8.25%                   219       1999
Growth Portfolio:
Service Class - NQ

VIP II Contrafund(R)           10.000000           11.301172             13.01%                   210       1999
Portfolio: Service
Class -Q

VIP II Contrafund(R)           10.000000           11.301172             13.01%                   101       1999
Portfolio: Service
Class - NQ

VIP II Index 500               15.809112           18.785022             18.82%                   125       1999
Portfolio - Q                  12.494291           15.809112             26.53%                     0       1998
                               10.000000           12.494291             24.94%                     0       1997

VIP II Index 500               15.809112           18.785022             18.82%                 2,556       1999
Portfolio  - NQ                12.494291           15.809112             26.53%                     0       1998
                               10.000000           12.494291             24.94%                     0       1997

VIP II Investment Grade        11.609070           11.326409             -2.43%                     0       1999
Bond Portfolio - Q             10.817010           11.609070              7.32%                     0       1998
                               10.000000           10.817010              8.17%                     0       1997

VIP II Investment Grade        11.609070           11.326409             -2.43%                   481       1999
Bond Portfolio - NQ            10.817010           11.609070              7.32%                     0       1998
                               10.000000           10.817010              8.17%                     0       1997

VIP III Balanced               10.000000            9.753925             -2.46%                     0       1999
Portfolio: Service
Class - Q
</TABLE>



                                       84
<PAGE>   105

<TABLE>
<CAPTION>


UNDERLYING MUTUAL FUND    ACCUMULATION UNIT   ACCUMULATION UNIT   PERCENTAGE CHANGE   NUMBER OF            YEAR
                          VALUE AT            VALUE AT END OF     IN ACCUMULATION     ACCUMULATION UNITS
                          BEGINNING OF        PERIOD              UNIT VALUE          AT END OF PERIOD
                          PERIOD

<S>                           <C>                  <C>                   <C>                   <C>         <C>
VIP III Balanced              10.000000            9.753925             -2.46%                 3,154       1999
Portfolio: Service
Class - NQ

VIP III Growth & Income       10.000000           10.040866              0.41%                 1,435       1999
Portfolio: Service
Class - Q

VIP III Growth & Income       10.000000           10.040866              0.41%                 4,769       1999
Portfolio: Service
Class - NQ

VIP III Growth                10.000000            9.889792             -1.10%                11,626       1999
Opportunities
Portfolio: Service
Class - Q

VIP III Growth                10.000000            9.889792             -1.10%                 7,514       1999
Opportunities
Portfolio: Service
Class - NQ

VIP III Mid Cap               10.000000           13.475098             34.75%                     0       1999
Portfolio: Service
Class-Q

VIP III Mid Cap               10.000000           13.475098             34.75%                     0       1999
Portfolio: Service
Class-Q
</TABLE>

The Fidelity VIP III Mid Cap Portfolio was added to the variable account on
January 11, 1999. Therefore, the Condensed Financial Information reflects the
period from January 11, 1999 to December 31, 1999.

The VIP Equity-Income Portfolio: Service Class 2, VIP Growth Portfolio: Service
Class 2, VIP High Income Portfolio: Service Class 2, VIP Overseas Portfolio:
Service Class 2, VIP II Asset Manager Portfolio: Service Class 2, VIP II Asset
Manager: Growth Portfolio: Service Class 2, VIP II Contrafund(R)Portfolio:
Service Class 2, VIP III Balanced Portfolio: Service Class 2, VIP III Growth &
Income Portfolio: Service Class 2, VIP III Growth Opportunities Portfolio:
Service Class 2 and the VIP III Mid Cap Portfolio were added to the variable
account effective May 1, 2000. Therefore, no Condensed Financial Information is
available.



                                       85
<PAGE>   106

<TABLE>
<CAPTION>


                               OPTIONAL BENEFITS ELECTED (TOTAL 1.45%)
         (VARIABLE ACCOUNT CHARGES OF 1.45% OF THE DAILY NET ASSETS OF THE VARIABLE ACCOUNT)

UNDERLYING MUTUAL FUND    ACCUMULATION UNIT   ACCUMULATION UNIT   PERCENTAGE CHANGE   NUMBER OF            YEAR
                          VALUE AT            VALUE AT END OF     IN ACCUMULATION     ACCUMULATION UNITS
                          BEGINNING OF        PERIOD              UNIT VALUE          AT END OF PERIOD
                          PERIOD

<S>                           <C>                  <C>                   <C>                   <C>         <C>
VIP Equity-Income             10.000000            9.325673             -6.74%                 3,290       1999
Portfolio: Service
Class - Q

VIP Equity-Income             10.000000            9.325673             -6.74%                   180       1999
Portfolio: Service
Class - NQ

VIP Growth Portfolio:         10.000000           12.343020             23.43%                 2,607       1999
Service Class - Q

VIP Growth Portfolio:         10.000000           12.343020             23.43%                     0       1999
Service Class - NQ

VIP High Income               10.000000            9.688885             -3.11%                     0       1999
Portfolio: Service
Class - Q

VIP High Income               10.000000            9.688885             -3.11%                     0       1999
Portfolio: Service
Class - NQ

VIP Money Market              10.462911           10.844055              3.64%                     0       1999
Portfolio - Q*                10.066783           10.462911              3.94%                     0       1998
                              10.000000           10.066783              0.67%                     0       1997

VIP Money Market              10.462911           10.844055              3.64%                     0       1999
Portfolio - NQ*               10.066783           10.462911              3.94%                     0       1998
                              10.000000           10.066783              0.67%                     0       1997

VIP Overseas Portfolio:       10.000000           13.080864             30.81%                 1,262       1999
Service Class - Q

VIP Overseas Portfolio:       10.000000           13.080864             30.81%                     0       1999
Service Class - NQ

VIP II Asset Manager          10.000000           10.574877              5.75%                     0       1999
Portfolio: Service
Class - Q
</TABLE>

*The 7-day yield on the Fidelity VIP Money Market Portfolio as of December 31,
1999 was 4.23%.



                                       86
<PAGE>   107

<TABLE>
<CAPTION>

UNDERLYING MUTUAL FUND    ACCUMULATION UNIT   ACCUMULATION UNIT   PERCENTAGE CHANGE   NUMBER OF            YEAR
                          VALUE AT            VALUE AT END OF     IN ACCUMULATION     ACCUMULATION UNITS
                          BEGINNING OF        PERIOD              UNIT VALUE          AT END OF PERIOD
                          PERIOD

<S>                           <C>                 <C>                    <C>                       <C>     <C>
VIP II Asset Manager          10.000000           10.574877              5.75%                     0       1999
Portfolio: Service
Class - NQ

VIP II Asset Manager:         10.000000           10.821191              8.21%                     0       1999
Growth Portfolio:
Service Class - Q

VIP II Asset Manager:         10.000000           10.821191              8.21%                     0       1999
Growth Portfolio:
Service Class - NQ

VIP II Contrafund(R)          10.000000           11.297372             12.97%                 2,852       1999
Portfolio: Service
Class -Q

VIP II Contrafund(R)          10.000000           11.297372             12.97%                     0       1999
Portfolio: Service
Class - NQ

VIP II Index 500              13.065126           15.516650             18.76%                     0       1999
Portfolio - Q                 10.330898           13.065126             26.47%                     0       1998
                              10.000000           10.330898              3.31%                     0       1997

VIP II Index 500              13.065126           15.516650             18.76%                   190       1999
Portfolio  - NQ               10.330898           13.065126             26.47%                     0       1998
                              10.000000           10.330898              3.31%                     0       1997

VIP II Investment Grade       10.883913           10.613518             -2.48%                     0       1999
Bond Portfolio - Q            10.146469           10.883913              7.27%                     0       1998
                              10.000000           10.146469              1.46%                     0       1997

VIP II Investment Grade       10.883913           10.613518             -2.48%                   257       1999
Bond Portfolio - NQ           10.146469           10.883913              7.27%                     0       1998
                              10.000000           10.146469              1.46%                     0       1997

VIP III Balanced              10.000000            9.750647             -2.49%                     0       1999
Portfolio: Service
Class - Q
</TABLE>



                                       87
<PAGE>   108

<TABLE>
<CAPTION>

UNDERLYING MUTUAL FUND    ACCUMULATION UNIT   ACCUMULATION UNIT   PERCENTAGE CHANGE   NUMBER OF            YEAR
                          VALUE AT            VALUE AT END OF     IN ACCUMULATION     ACCUMULATION UNITS
                          BEGINNING OF        PERIOD              UNIT VALUE          AT END OF PERIOD
                          PERIOD

<S>                           <C>                  <C>                   <C>                     <C>       <C>
VIP III Balanced              10.000000            9.750647             -2.49%                   115       1999
Portfolio: Service
Class - NQ

VIP III Growth & Income       10.000000           10.037482              0.37%                     0       1999
Portfolio: Service
Class - Q

VIP III Growth & Income       10.000000           10.037482              0.37%                   284       1999
Portfolio: Service
Class - NQ

VIP III Growth                10.000000            9.886469             -1.14%                 3,120       1999
Opportunities
Portfolio: Service
Class - Q

VIP III Growth                10.000000            9.886469             -1.14%                     0       1999
Opportunities
Portfolio: Service
Class - NQ
</TABLE>

The Fidelity VIP III Mid Cap Portfolio was added to the variable account on
January 11, 1999. Therefore, the Condensed Financial Information reflects the
period from January 11, 1999 to December 31, 1999.

The VIP Equity-Income Portfolio: Service Class 2, VIP Growth Portfolio: Service
Class 2, VIP High Income Portfolio: Service Class 2, VIP Overseas Portfolio:
Service Class 2, VIP II Asset Manager Portfolio: Service Class 2, VIP II Asset
Manager: Growth Portfolio: Service Class 2, VIP II Contrafund(R)Portfolio:
Service Class 2, VIP III Balanced Portfolio: Service Class 2, VIP III Growth &
Income Portfolio: Service Class 2, VIP III Growth Opportunities Portfolio:
Service Class 2 and the VIP III Mid Cap Portfolio were added to the variable
account effective May 1, 2000. Therefore, no Condensed Financial Information is
available.



                                       88
<PAGE>   109

<TABLE>
<CAPTION>

                               OPTIONAL BENEFITS ELECTED (TOTAL 1.50%)
         (VARIABLE ACCOUNT CHARGES OF 1.50% OF THE DAILY NET ASSETS OF THE VARIABLE ACCOUNT)

UNDERLYING MUTUAL FUND    ACCUMULATION UNIT   ACCUMULATION UNIT   PERCENTAGE CHANGE   NUMBER OF            YEAR
                          VALUE AT            VALUE AT END OF     IN ACCUMULATION     ACCUMULATION UNITS
                          BEGINNING OF        PERIOD              UNIT VALUE          AT END OF PERIOD
                          PERIOD

<S>                           <C>                  <C>                   <C>                       <C>     <C>
VIP Equity-Income             10.000000            9.322535             -6.77%                     0       1999
Portfolio: Service
Class - Q

VIP Equity-Income             10.000000            9.322535             -6.77%                     0       1999
Portfolio: Service
Class - NQ

VIP Growth Portfolio:         10.000000           12.338879             23.39%                   866       1999
Service Class - Q

VIP Growth Portfolio:         10.000000           12.338879             23.39%                   271       1999
Service Class - NQ

VIP High Income               10.000000            9.685624             -3.14%                   267       1999
Portfolio: Service
Class - Q

VIP High Income               10.000000            9.685624             -3.14%                     0       1999
Portfolio: Service
Class - NQ

VIP Money Market              10.456715           10.832134              3.59%                25,144       1999
Portfolio - Q*                10.065929           10.456715              3.88%                61,727       1998
                              10.000000           10.065929              0.66%                     0       1997

VIP Money Market              10.456715           10.832134              3.59%                23,877       1999
Portfolio - NQ*               10.065929           10.456715              3.88%                10,039       1998
                              10.000000           10.065929              0.66%                     0       1997

VIP Overseas Portfolio:       10.000000           13.076471             30.76%                   255       1999
Service Class - Q

VIP Overseas Portfolio:       10.000000           13.076471             30.76%                     0       1999
Service Class - NQ

VIP II Asset Manager          10.000000           10.571321              5.71%                     0       1999
Portfolio: Service
Class - Q
</TABLE>


*The 7-day yield on the Fidelity VIP Money Market Portfolio as of December 31,
1999 was 4.18%.



                                       89
<PAGE>   110

<TABLE>
<CAPTION>

UNDERLYING MUTUAL FUND    ACCUMULATION UNIT   ACCUMULATION UNIT   PERCENTAGE CHANGE   NUMBER OF            YEAR
                          VALUE AT            VALUE AT END OF     IN ACCUMULATION     ACCUMULATION UNITS
                          BEGINNING OF        PERIOD              UNIT VALUE          AT END OF PERIOD
                          PERIOD

<S>                           <C>                 <C>                    <C>                       <C>     <C>
VIP II Asset Manager          10.000000           10.571321              5.71%                     0       1999
Portfolio: Service
Class - NQ

VIP II Asset Manager:         10.000000           10.817549              8.18%                     0       1999
Growth Portfolio:
Service Class - Q

VIP II Asset Manager:         10.000000           10.817549              8.18%                     0       1999
Growth Portfolio:
Service Class - NQ


VIP II Contrafund(R)          10.000000           11.293580             12.94%                   265       1999
Portfolio: Service
Class -Q

VIP II Contrafund(R)          10.000000           11.293580             12.94%                   300       1999
Portfolio: Service
Class - NQ

VIP II Index 500              13.057468           15.499687             18.70%                   184       1999
Portfolio - Q                 10.330070           13.057468             26.40%                     0       1998
                              10.000000           10.330070              3.30%                     0       1997

VIP II Index 500              13.057468           15.499687             18.70%                   215       1999
Portfolio  - NQ               10.330070           13.057468             26.40%                     0       1998
                              10.000000           10.330070              3.30%                     0       1997

VIP II Investment Grade       10.877515           10.601902             -2.53%                   244       1999
Bond Portfolio - Q            10.145651           10.877515              7.21%                     0       1998
                              10.000000           10.145651              1.64%                     0       1997

VIP II Investment Grade       10.877515           10.601902             -2.53%                     0       1999
Bond Portfolio - NQ           10.145651           10.877515              7.21%                     0       1998
                              10.000000           10.145651              1.64%                     0       1997

VIP III Balanced              10.000000            9.747370             -2.53%                     0       1999
Portfolio: Service
Class - Q
</TABLE>



                                       90
<PAGE>   111

<TABLE>
<CAPTION>


UNDERLYING MUTUAL FUND    ACCUMULATION UNIT   ACCUMULATION UNIT   PERCENTAGE CHANGE   NUMBER OF            YEAR
                          VALUE AT            VALUE AT END OF     IN ACCUMULATION     ACCUMULATION UNITS
                          BEGINNING OF        PERIOD              UNIT VALUE          AT END OF PERIOD
                          PERIOD

<S>                           <C>                  <C>                   <C>                       <C>     <C>
VIP III Balanced              10.000000            9.747370             -2.53%                     0       1999
Portfolio: Service
Class - NQ

VIP III Growth & Income       10.000000           10.034112              0.34%                   530       1999
Portfolio: Service
Class - Q

VIP III Growth & Income       10.000000           10.034112              0.34%                     0       1999
Portfolio: Service
Class - NQ

VIP III Growth                10.000000            9.883134             -1.17%                   648       1999
Opportunities
Portfolio: Service
Class - Q

VIP III Growth                10.000000            9.883134             -1.17%                     0       1999
Opportunities
Portfolio: Service
Class - NQ

VIP III Mid Cap               10.000000           13.466052             34.66%                     0       1999
Portfolio: Service
Class-Q

VIP III Mid Cap               10.000000           13.466052             34.66%                    85       1999
Portfolio: Service
Class-Q
</TABLE>


The Fidelity VIP III Mid Cap Portfolio was added to the variable account on
January 11, 1999. Therefore, the Condensed Financial Information reflects the
period from January 11, 1999 to December 31, 1999.

The VIP Equity-Income Portfolio: Service Class 2, VIP Growth Portfolio: Service
Class 2, VIP High Income Portfolio: Service Class 2, VIP Overseas Portfolio:
Service Class 2, VIP II Asset Manager Portfolio: Service Class 2, VIP II Asset
Manager: Growth Portfolio: Service Class 2, VIP II Contrafund(R)Portfolio:
Service Class 2, VIP III Balanced Portfolio: Service Class 2, VIP III Growth &
Income Portfolio: Service Class 2, VIP III Growth Opportunities Portfolio:
Service Class 2 and the VIP III Mid Cap Portfolio were added to the variable
account effective May 1, 2000. Therefore, no Condensed Financial Information is
available.




                                       91
<PAGE>   112

<TABLE>
<CAPTION>

                               OPTIONAL BENEFITS ELECTED (TOTAL 1.60%)
         (VARIABLE ACCOUNT CHARGES OF 1.60% OF THE DAILY NET ASSETS OF THE VARIABLE ACCOUNT)

UNDERLYING MUTUAL FUND    ACCUMULATION UNIT   ACCUMULATION UNIT   PERCENTAGE CHANGE   NUMBER OF            YEAR
                          VALUE AT            VALUE AT END OF     IN ACCUMULATION     ACCUMULATION UNITS
                          BEGINNING OF        PERIOD              UNIT VALUE          AT END OF PERIOD
                          PERIOD

<S>                           <C>                  <C>                   <C>                       <C>     <C>
VIP Equity-Income             10.000000            9.316254             -6.84%                     0       1999
Portfolio: Service
Class - Q

VIP Equity-Income             10.000000            9.316254             -6.84%                     0       1999
Portfolio: Service
Class - NQ

VIP Growth Portfolio:         10.000000           12.330569             23.31%                   539       1999
Service Class - Q

VIP Growth Portfolio:         10.000000           12.330569             23.31%                     0       1999
Service Class - NQ

VIP High Income               10.000000            9.679099             -3.21%                     0       1999
Portfolio: Service
Class - Q

VIP High Income               10.000000            9.679099             -3.21%                     0       1999
Portfolio: Service
Class - NQ

VIP Money Market              10.000000           10.238387              2.38%                     0       1999
Portfolio - Q*

VIP Money Market              10.000000           10.238387              2.38%                     0       1999
Portfolio - NQ*

VIP Overseas Portfolio:       10.000000           13.067686             30.68%                     0       1999
Service Class - Q

VIP Overseas Portfolio:       10.000000           13.067686             30.68%                     0       1999
Service Class - NQ

VIP II Asset Manager          10.000000           10.564193              5.64%                     0       1999
Portfolio: Service
Class - Q
</TABLE>

*The 7-day yield on the Fidelity VIP Money Market Portfolio as of December 31,
1999 was 4.08%.




                                       92
<PAGE>   113

<TABLE>
<CAPTION>

UNDERLYING MUTUAL FUND    ACCUMULATION UNIT   ACCUMULATION UNIT   PERCENTAGE CHANGE   NUMBER OF            YEAR
                          VALUE AT            VALUE AT END OF     IN ACCUMULATION     ACCUMULATION UNITS
                          BEGINNING OF        PERIOD              UNIT VALUE          AT END OF PERIOD
                          PERIOD

<S>                           <C>                 <C>                    <C>                       <C>     <C>
VIP II Asset Manager          10.000000           10.564193              5.64%                     0       1999
Portfolio: Service
Class - NQ

VIP II Asset Manager:         10.000000           10.810265              8.10%                     0       1999
Growth Portfolio:
Service Class - Q

VIP II Asset Manager:         10.000000           10.810265              8.10%                     0       1999
Growth Portfolio:
Service Class - NQ

VIP II Contrafund(R)          10.000000           11.285979             12.86%                   572       1999
Portfolio: Service
Class -Q

VIP II Contrafund(R)          10.000000           11.285979             12.86%                     0       1999
Portfolio: Service
Class - NQ

VIP II Index 500              10.000000           10.802136              8.02%                   765       1999
Portfolio - Q

VIP II Index 500              10.000000           10.802136              8.02%                     0       1999
Portfolio  - NQ

VIP II Investment Grade       10.000000            9.780998             -2.19%                     0       1999
Bond Portfolio - Q

VIP II Investment Grade       10.000000            9.780998             -2.19%                     0       1999
Bond Portfolio - NQ

VIP III Balanced              10.000000            9.740797             -2.59%                     0       1999
Portfolio: Service
Class - Q
</TABLE>



                                       93
<PAGE>   114

<TABLE>
<CAPTION>

UNDERLYING MUTUAL FUND    ACCUMULATION UNIT   ACCUMULATION UNIT   PERCENTAGE CHANGE   NUMBER OF            YEAR
                          VALUE AT            VALUE AT END OF     IN ACCUMULATION     ACCUMULATION UNITS
                          BEGINNING OF        PERIOD              UNIT VALUE          AT END OF PERIOD
                          PERIOD

<S>                           <C>                  <C>                   <C>                       <C>     <C>
VIP III Balanced              10.000000            9.740797             -2.59%                     0       1999
Portfolio: Service
Class - NQ

VIP III Growth & Income       10.000000           10.027355              0.27%                     0       1999
Portfolio: Service
Class - Q

VIP III Growth & Income       10.000000           10.027355              0.27%                     0       1999
Portfolio: Service
Class - NQ

VIP III Growth                10.000000            9.876485             -1.24%                     0       1999
Opportunities
Portfolio: Service
Class - Q


VIP III Growth                10.000000            9.876485             -1.24%                     0       1999
Opportunities
Portfolio: Service
Class - NQ

VIP III Mid Cap                10.000000          13.456992             34.57%                     0       1999
Portfolio: Service
Class-Q

VIP III Mid Cap                10.000000          13.456992             34.57%                     0       1999
Portfolio: Service
Class-Q
</TABLE>

The Fidelity VIP III Mid Cap Portfolio was added to the variable account on
January 11, 1999. Therefore, the Condensed Financial Information reflects the
period from January 11, 1999 to December 31, 1999.

The VIP Equity-Income Portfolio: Service Class 2, VIP Growth Portfolio: Service
Class 2, VIP High Income Portfolio: Service Class 2, VIP Overseas Portfolio:
Service Class 2, VIP II Asset Manager Portfolio: Service Class 2, VIP II Asset
Manager: Growth Portfolio: Service Class 2, VIP II Contrafund(R)Portfolio:
Service Class 2, VIP III Balanced Portfolio: Service Class 2, VIP III Growth &
Income Portfolio: Service Class 2, VIP III Growth Opportunities Portfolio:
Service Class 2 and the VIP III Mid Cap Portfolio were added to the variable
account effective May 1, 2000. Therefore, no Condensed Financial Information is
available.



                                       94
<PAGE>   115

<TABLE>
<CAPTION>

                               OPTIONAL BENEFITS ELECTED (TOTAL 1.65%)
         (VARIABLE ACCOUNT CHARGES OF 1.65% OF THE DAILY NET ASSETS OF THE VARIABLE ACCOUNT)

UNDERLYING MUTUAL FUND    ACCUMULATION UNIT   ACCUMULATION UNIT   PERCENTAGE CHANGE   NUMBER OF            YEAR
                          VALUE AT            VALUE AT END OF     IN ACCUMULATION     ACCUMULATION UNITS
                          BEGINNING OF        PERIOD              UNIT VALUE          AT END OF PERIOD
                          PERIOD

<S>                           <C>                  <C>                    <C>                      <C>     <C>
VIP Equity-Income             10.000000            9.313103              -6.87                     0       1999
Portfolio: Service
Class - Q

VIP Equity-Income             10.000000            9.313103              -6.87                     0       1999
Portfolio: Service
Class - NQ

VIP Growth Portfolio:         10.000000           12.326422             23.26%                     0       1999
Service Class - Q

VIP Growth Portfolio:         10.000000           12.326422             23.26%                     0       1999
Service Class - NQ

VIP High Income               10.000000            9.675845             -3.24%                     0       1999
Portfolio: Service
Class - Q

VIP High Income               10.000000            9.675845             -3.24%                     0       1999
Portfolio: Service
Class - NQ

VIP Money Market              10.000000           10.234896              2.35%                     0       1999
Portfolio - Q*

VIP Money Market              10.000000           10.234896              2.35%                     0       1999
Portfolio - NQ*

VIP Overseas Portfolio:       10.000000           13.063292             30.63%                     0       1999
Service Class - Q

VIP Overseas Portfolio:       10.000000           13.063292             30.63%                     0       1999
Service Class - NQ

VIP II Asset Manager          10.000000           10.560644              5.61%                     0       1999
Portfolio: Service
Class - Q
</TABLE>

*The 7-day yield on the Fidelity VIP Money Market Portfolio as of December 31,
1999 was 4.03%.



                                       95
<PAGE>   116

<TABLE>
<CAPTION>

UNDERLYING MUTUAL FUND    ACCUMULATION UNIT   ACCUMULATION UNIT   PERCENTAGE CHANGE   NUMBER OF            YEAR
                          VALUE AT            VALUE AT END OF     IN ACCUMULATION     ACCUMULATION UNITS
                          BEGINNING OF        PERIOD              UNIT VALUE          AT END OF PERIOD
                          PERIOD

<S>                           <C>                 <C>                    <C>                       <C>     <C>
VIP II Asset Manager          10.000000           10.560644              5.61%                     0       1999
Portfolio: Service
Class - NQ


VIP II Asset Manager:         10.000000           10.806627              8.07%                     0       1999
Growth Portfolio:
Service Class - Q

VIP II Asset Manager:         10.000000           10.806627              8.07%                     0       1999
Growth Portfolio:
Service Class - NQ

VIP II Contrafund(R)          10.000000           11.282174             12.82%                   397       1999
Portfolio: Service
Class -Q

VIP II Contrafund(R)          10.000000           11.282174             12.82%                     0       1999
Portfolio: Service
Class - NQ

VIP II Index 500              10.000000           10.798506              7.99%                   271       1999
Portfolio - Q

VIP II Index 500              10.000000           10.798506              7.99%                     0       1999
Portfolio  - NQ

VIP II Investment Grade       10.000000            9.777709             -2.22%                     0       1999
Bond Portfolio - Q

VIP II Investment Grade       10.000000            9.777709             -2.22%                     0       1999
Bond Portfolio - NQ

VIP III Balanced              10.000000            9.737517             -2.62%                     0       1999
Portfolio: Service
Class - Q
</TABLE>



                                       96
<PAGE>   117

<TABLE>
<CAPTION>


UNDERLYING MUTUAL FUND    ACCUMULATION UNIT   ACCUMULATION UNIT   PERCENTAGE CHANGE   NUMBER OF            YEAR
                          VALUE AT            VALUE AT END OF     IN ACCUMULATION     ACCUMULATION UNITS
                          BEGINNING OF        PERIOD              UNIT VALUE          AT END OF PERIOD
                          PERIOD

<S>                           <C>                  <C>                   <C>                       <C>     <C>
VIP III Balanced              10.000000            9.737517             -2.62%                     0       1999
Portfolio: Service
Class - NQ

VIP III Growth & Income       10.000000           10.023974              0.24%                     0       1999
Portfolio: Service
Class - Q

VIP III Growth & Income       10.000000           10.023974              0.24%                     0       1999
Portfolio: Service
Class - NQ

VIP III Growth                10.000000            9.873148             -1.27%                     0       1999
Opportunities
Portfolio: Service
Class - Q

VIP III Growth                10.000000            9.873148             -1.27%                     0       1999
Opportunities
Portfolio: Service
Class - NQ

VIP III Mid Cap               10.000000           13.452461             34.52%                     0       1999
Portfolio: Service
Class-Q

VIP III Mid Cap               10.000000           13.452461             34.52%                     0       1999
Portfolio: Service
Class-Q
</TABLE>

The Fidelity VIP III Mid Cap Portfolio was added to the variable account on
January 11, 1999. Therefore, the Condensed Financial Information reflects the
period from January 11, 1999 to December 31, 1999.

The VIP Equity-Income Portfolio: Service Class 2, VIP Growth Portfolio: Service
Class 2, VIP High Income Portfolio: Service Class 2, VIP Overseas Portfolio:
Service Class 2, VIP II Asset Manager Portfolio: Service Class 2, VIP II Asset
Manager: Growth Portfolio: Service Class 2, VIP II Contrafund(R)Portfolio:
Service Class 2, VIP III Balanced Portfolio: Service Class 2, VIP III Growth &
Income Portfolio: Service Class 2, VIP III Growth Opportunities Portfolio:
Service Class 2 and the VIP III Mid Cap Portfolio were added to the variable
account effective May 1, 2000. Therefore, no Condensed Financial Information is
available.



                                       97
<PAGE>   118

<TABLE>
<CAPTION>

                               OPTIONAL BENEFITS ELECTED (TOTAL 1.85%)
         (VARIABLE ACCOUNT CHARGES OF 1.85% OF THE DAILY NET ASSETS OF THE VARIABLE ACCOUNT)

UNDERLYING MUTUAL FUND    ACCUMULATION UNIT   ACCUMULATION UNIT   PERCENTAGE CHANGE   NUMBER OF            YEAR
                          VALUE AT            VALUE AT END OF     IN ACCUMULATION     ACCUMULATION UNITS
                          BEGINNING OF        PERIOD              UNIT VALUE          AT END OF PERIOD
                          PERIOD

<S>                           <C>                  <C>                   <C>                       <C>     <C>
VIP Equity-Income             10.000000            9.300541             -6.99%                     0       1999
Portfolio: Service
Class - Q

VIP Equity-Income             10.000000            9.300541             -6.99%                     0       1999
Portfolio: Service
Class - NQ

VIP Growth Portfolio:         10.000000           12.309803             23.10%                     0       1999
Service Class - Q

VIP Growth Portfolio:         10.000000           12.309803             23.10%                     0       1999
Service Class - NQ

VIP High Income               10.000000            9.662795             -3.37%                     0       1999
Portfolio: Service
Class - Q

VIP High Income               10.000000            9.662795             -3.37%                     0       1999
Portfolio: Service
Class - NQ

VIP Money Market              10.000000           10.220920              2.21%                     0       1999
Portfolio - Q*

VIP Money Market              10.000000           10.220920              2.21%                     0       1999
Portfolio - NQ*

VIP Overseas Portfolio:       10.000000           13.045702             30.46%                     0       1999
Service Class - Q

VIP Overseas Portfolio:       10.000000           13.045702             30.46%                     0       1999
Service Class - NQ

VIP II Asset Manager          10.000000           10.549398              5.46%                     0       1999
Portfolio: Service
Class - Q
</TABLE>


*The 7-day yield on the Fidelity VIP Money Market Portfolio as of December 31,
1999 was 3.83%.



                                       98
<PAGE>   119

<TABLE>
<CAPTION>

UNDERLYING MUTUAL FUND    ACCUMULATION UNIT   ACCUMULATION UNIT   PERCENTAGE CHANGE   NUMBER OF            YEAR
                          VALUE AT            VALUE AT END OF     IN ACCUMULATION     ACCUMULATION UNITS
                          BEGINNING OF        PERIOD              UNIT VALUE          AT END OF PERIOD
                          PERIOD

<S>                           <C>                 <C>                    <C>                       <C>     <C>
VIP II Asset Manager          10.000000           10.549398              5.46%                     0       1999
Portfolio: Service
Class - NQ

VIP II Asset Manager:         10.000000           10.792052              7.92%                     0       1999
Growth Portfolio:
Service Class - Q

VIP II Asset Manager:         10.000000           10.792052              7.92%                     0       1999
Growth Portfolio:
Service Class - NQ

VIP II Contrafund(R)          10.000000           11.266962             12.67%                     0       1999
Portfolio: Service
Class -Q

VIP II Contrafund(R)          10.000000           11.266962             12.67%                   253       1999
Portfolio: Service
Class - NQ

VIP II Index 500              10.000000           10.783929              7.84%                     0       1999
Portfolio - Q

VIP II Index 500              10.000000           10.783929              7.84%                   253       1999
Portfolio  - NQ

VIP II Investment Grade       10.000000            9.764515             -2.35%                     0       1999
Bond Portfolio - Q

VIP II Investment Grade       10.000000            9.764515             -2.35%                     0       1999
Bond Portfolio - NQ

VIP III Balanced              10.000000            9.724377             -2.76%                     0       1999
Portfolio: Service
Class - Q
</TABLE>




                                       99
<PAGE>   120

<TABLE>
<CAPTION>


UNDERLYING MUTUAL FUND    ACCUMULATION UNIT   ACCUMULATION UNIT   PERCENTAGE CHANGE   NUMBER OF            YEAR
                          VALUE AT            VALUE AT END OF     IN ACCUMULATION     ACCUMULATION UNITS
                          BEGINNING OF        PERIOD              UNIT VALUE          AT END OF PERIOD
                          PERIOD

<S>                           <C>                  <C>                   <C>                       <C>     <C>
VIP III Balanced              10.000000            9.724377             -2.76%                     0       1999
Portfolio: Service
Class - NQ

VIP III Growth & Income       10.000000           10.010436              0.10%                     0       1999
Portfolio: Service
Class - Q

VIP III Growth & Income       10.000000           10.010436              0.10%                     0       1999
Portfolio: Service
Class - NQ

VIP III Growth                10.000000            9.859832             -1.40%                     0       1999
Opportunities
Portfolio: Service
Class - Q

VIP III Growth                10.000000            9.859832             -1.40%                     0       1999
Opportunities
Portfolio: Service
Class - NQ

VIP III Mid Cap                10.000000          13.434341             34.34%                     0       1999
Portfolio: Service
Class-Q

VIP III Mid Cap                10.000000          13.434341             34.34%                     0       1999
Portfolio: Service
Class-Q
</TABLE>


The Fidelity VIP III Mid Cap Portfolio was added to the variable account on
January 11, 1999. Therefore, the Condensed Financial Information reflects the
period from January 11, 1999 to December 31, 1999.

The VIP Equity-Income Portfolio: Service Class 2, VIP Growth Portfolio: Service
Class 2, VIP High Income Portfolio: Service Class 2, VIP Overseas Portfolio:
Service Class 2, VIP II Asset Manager Portfolio: Service Class 2, VIP II Asset
Manager: Growth Portfolio: Service Class 2, VIP II Contrafund(R)Portfolio:
Service Class 2, VIP III Balanced Portfolio: Service Class 2, VIP III Growth &
Income Portfolio: Service Class 2, VIP III Growth Opportunities Portfolio:
Service Class 2 and the VIP III Mid Cap Portfolio were added to the variable
account effective May 1, 2000. Therefore, no Condensed Financial Information is
available.



                                      100
<PAGE>   121


                      STATEMENT OF ADDITIONAL INFORMATION

                                  MAY 1, 2000

          MODIFIED SINGLE PREMIUM DEFERRED VARIABLE ANNUITY CONTRACTS
                  ISSUED BY NATIONWIDE LIFE INSURANCE COMPANY
            THROUGH ITS NATIONWIDE FIDELITY ADVISOR VARIABLE ACCOUNT

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, 2000. The
prospectus may be obtained from Nationwide Life Insurance Company by writing
P.O. Box 182610, Columbus, Ohio 43218-2610, or calling 1-800-494-1132, Voice
Response (available 24 hours) 1-800-573-2447, TDD 1-800-238-3035.

                                TABLE OF CONTENTS

                                                                           PAGE

General Information and History..............................................1
Services.....................................................................1
Purchase of Securities Being Offered.........................................2
Underwriters.................................................................2
Calculations of Performance..................................................2
Annuity Payments.............................................................3
Financial Statements.........................................................4

GENERAL INFORMATION AND HISTORY

The Nationwide Fidelity Advisor Variable Account is a separate investment
account of Nationwide Life Insurance Company ("Nationwide"). All of Nationwide's
common stock is owned by Nationwide Financial Services, Inc. ("NFS"), a holding
company. NFS has two classes of common stock outstanding with different voting
rights enabling Nationwide Corporation (the holder of all of the outstanding
Class B Common Stock) to control NFS. Nationwide Corporation is a holding
company, as well. All of its common stock is held by Nationwide Mutual Insurance
Company (95.24%) and Nationwide Mutual Fire Insurance Company (4.76%), the
ultimate controlling persons of the Nationwide group of companies. The
Nationwide group of companies is one of America's largest insurance and
financial services family of companies, with combined assets of over $120
billion as of December 31, 1999.

SERVICES

Nationwide, 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 contract owner and records
with respect to the contract value.

The custodian of the assets of the variable account is Nationwide. Nationwide
will maintain a record of all purchases and redemptions of shares of the
underlying mutual funds. Nationwide has entered into an agreement with the
adviser of the underlying mutual funds. The agreement relates to administrative
services furnished by Nationwide and provides for an annual fee based on the
average aggregate net assets of the variable account (and other separate
accounts of Nationwide or life insurance company subsidiaries of Nationwide)
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 audited financial statements have been included herein in reliance upon the
reports of KPMG LLP, independent certified public accountants, Two Nationwide
Plaza, Columbus, Ohio 43215, and upon the authority of said firm as experts in
accounting and auditing.



                                       1
<PAGE>   122


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 Securities Exchange Act of 1934 who are
members of the National Association of Securities Dealers, Inc. ("NASD").

UNDERWRITERS

The contracts, which are offered continuously, are distributed by Fidelity
Investments Institutional Services Company, Inc. ("Fidelity"), 82 Devonshire
Street, Boston, Massachusetts 02109. Nationwide has paid no underwriting
commission to Fidelity.

CALCULATIONS OF PERFORMANCE

Any current yield quotations of the VIP Money Market Portfolio, subject to Rule
482 of the Securities Act of 1933, will 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 a 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 VIP Money Market
Portfolio's seven-day current yield for the maximum number of options available
as of December 31, 1999 was 3.42%. The VIP Money Market Portfolio's effective
yield will be computed similarly but includes the effect of assumed compounding
on an annualized basis of the current unit value yield quotations of the VIP
Money Market Portfolio. The VIP Money Market Portfolio's seven-day effective
yield for the maximum number of options available as of December 31, 1999 was
3.08%.

The VIP Money Market Portfolio's yield and effective yield will fluctuate daily.
Actual yields will depend on factors such as the type of instruments in the
portfolio, portfolio quality and average maturity, changes in interest rates,
and the portfolio's expenses. Although the portfolio 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 the
portfolio'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 VIP Money Market
Portfolio is not guaranteed or insured. Yields of other money market funds may
not be comparable if a different base period or another method of calculation is
used.

All performance advertising will include quotations of standardized average
annual total return, calculated in accordance with a standard method prescribed
by rules of the SEC. Standardized average annual return is found by 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. Standardized average annual total
return reflects the deduction of a the standard 7 year CDSC schedule and the
deduction of all charges that could be made to a contract if all available
options were chosen as of December 31, 1999 (2.65%), except for premium taxes,
which may be imposed by certain states. Nonstandardized total return may also be
advertised, and is calculated in a manner similar to



                                       2
<PAGE>   123


standardized average annual total return except the nonstandardized total return
is based on a  hypothetical  initial  investment of $25,000 and the deduction of
charges for the base contract (0.95%).  An assumed initial investment of $25,000
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 standardized average annual total return and nonstandardized average annual
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. The
standardized average annual return will be based on rolling calendar quarters
and will cover periods of one, five, and ten years, or a period covering the
time the underlying mutual fund has been available in the variable account if
the underlying mutual fund has not been available for one of the prescribed
periods. The nonstandardized annual total return will be based on rolling
calendar quarters and will cover periods of one, five and ten years, or a period
covering the time the underlying mutual fund has been in existence. If the
underlying mutual fund has been available in the variable account for less than
one year (or if the underlying mutual fund has been effective for less than one
year), standardized and non-standardized performance is not annualized.

Quotations of average annual total return and total return are based upon
historical earnings and will fluctuate. Any quotation of performance is not 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 the original
cost.

ANNUITY PAYMENTS

See "Frequency and Amount of Annuity Payments" located in the prospectus.






                                       3
<PAGE>   124

<PAGE>   1

                          Independent Auditors' Report
                          ----------------------------


The Board of Directors of Nationwide Life Insurance Company and Contract Owners
   of Nationwide Fidelity Advisor Variable Account:

      We have audited the accompanying statement of assets, liabilities and
contract owners' equity of Nationwide Fidelity Advisor Variable Account
(comprised of the sub-accounts listed in note 1(b)) (collectively, "the
Account") as of December 31, 1999, and the related statements of operations and
changes in contract owners' equity for each of the years in the two year period
then ended. These financial statements are the responsibility of the Account's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.

      We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. Our procedures included
confirmation of securities owned as of December 31, 1999, by correspondence with
the transfer agents of the underlying mutual funds. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

      In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of the Account as of December
31, 1999, and the results of its operations and its changes in contract owners'
equity for each of the years in the two year period then ended in conformity
with generally accepted accounting principles.

                                                                        KPMG LLP

Columbus, Ohio
February 18, 2000


--------------------------------------------------------------------------------
<PAGE>   2




                  NATIONWIDE FIDELITY ADVISOR VARIABLE ACCOUNT

          STATEMENT OF ASSETS, LIABILITIES AND CONTRACT OWNERS' EQUITY

                                DECEMBER 31, 1999

<TABLE>
<CAPTION>

<S>                                                                                                           <C>
ASSETS:
   Investments at market value:
      Fidelity VIP - Equity-Income Portfolio (FidVIPEI)
         2,902,368 shares (cost $69,467,151) ..............................................................   $  74,619,890
      Fidelity VIP - Growth Portfolio (FidVIPGr)
         2,312,478 shares (cost $96,013,107) ..............................................................     127,024,410
      Fidelity VIP - High Income Portfolio (FidVIPHI)
         12,706,546 shares (cost $150,987,101) ............................................................     143,711,038
      Fidelity VIP - Money Market Portfolio (FidVIPMMkt)
         78,687,079 shares (cost $78,687,079) .............................................................      78,687,079
      Fidelity VIP - Overseas Portfolio (FidVIPOv)
         3,754,242 shares (cost $71,830,878) ..............................................................     103,016,398
      Fidelity VIP-II - Asset Manager Portfolio (FidVIPAM)
         1,061,031 shares (cost $18,298,133) ..............................................................      19,809,453
      Fidelity VIP-II - Asset Manager: Growth Portfolio (FidVIPAMGr)
         856,851 shares (cost $13,594,052) ................................................................      15,748,921
      Fidelity VIP-II - Contrafund Portfolio (FidVIPCon)
         4,296,593 shares (cost $89,038,937) ..............................................................     125,245,687
      Fidelity VIP-II - Index 500 Portfolio (FidVIPI500)
         1,015,071 shares (cost $136,133,517) .............................................................     169,933,008
      Fidelity VIP-II - Investment Grade Bond Portfolio (FidVIPIGBd)
         5,438,385 shares (cost $66,793,448) ..............................................................      66,130,759
      Fidelity VIP-III - Balanced Portfolio (FidVIPBal)
         9,583,535 shares (cost $117,309,481) .............................................................     153,336,553
      Fidelity VIP-III - Growth and Income Portfolio (FidVIPGrIn)
         4,236,017 shares (cost $58,229,067) ..............................................................      73,283,087
      Fidelity VIP-III - Growth Opportunities Portfolio (FidVIPGrOp)
         30,567,233 shares (cost $477,068,635) ............................................................     707,631,441
      Fidelity VIP-III - Mid Cap Portfolio (FidVIPMCap)
         17,682 shares (cost $232,419) ....................................................................         269,656
      Fidelity VIP - Equity-Income Portfolio: Service Class (FidVIPEIS)
         1,573,819 shares (cost $39,558,028) ..............................................................      40,384,186
      Fidelity VIP - Growth Portfolio: Service Class (FidVIPGrS)
         1,682,874 shares (cost $73,995,915) ..............................................................      92,221,471
      Fidelity VIP - High Income Portfolio: Service Class (FidVIPHIS)
         3,559,048 shares (cost $41,014,450) ..............................................................      40,146,057
</TABLE>
<PAGE>   3
<TABLE>
<CAPTION>

<S>                                                                                                           <C>

      Fidelity VIP - Overseas Portfolio: Service Class (FidVIPOvS)
         749,598 shares (cost $15,869,957) ................................................................      20,523,983
      Fidelity VIP-II - Asset Manager Portfolio: Service Class (FidVIPAMS)
         607,331 shares (cost $10,496,262) ................................................................      11,290,278
      Fidelity VIP-II - Asset Manager: Growth Portfolio: Service Class (FidVIPAMGrS)
         439,736 shares (cost $7,186,090) .................................................................       8,038,382
      Fidelity VIP-II - Contrafund Portfolio: Service Class (FidVIPConS)
         1,933,703 shares (cost $46,848,303) ..............................................................      56,270,761
      Fidelity VIP-III - Balanced Portfolio: Service Class (FidVIPBalS)
         1,669,806 shares (cost $25,880,147) ..............................................................      26,616,704
      Fidelity VIP-III - Growth and Income Portfolio: Service Class (FidVIPGrInS)
         3,425,013 shares (cost $54,057,029) ..............................................................      59,047,225
      Fidelity VIP-III - Growth Opportunities Portfolio: Service Class (FidVIPGrOpS)
         4,507,579 shares (cost $97,287,198) ..............................................................     104,215,235
      Fidelity VIP-III - Mid Cap Portfolio: Service Class (FidVIPMCapS)
         281,363 shares (cost $3,662,819) .................................................................       4,287,971
                                                                                                            ---------------
            Total investments .............................................................................   2,321,489,633
   Accounts receivable.....................................................................................           1,738
                                                                                                            ---------------
            Total assets...................................................................................   2,321,491,371
ACCOUNTS PAYABLE...........................................................................................           2,338
                                                                                                            ---------------
CONTRACT OWNERS' EQUITY (NOTE 4)........................................................................... $ 2,321,489,033
                                                                                                            ===============
</TABLE>


See accompanying notes to financial statements.

--------------------------------------------------------------------------------
<PAGE>   4

NATIONWIDE FIDELITY ADVISOR VARIABLE ACCOUNT
STATEMENTS OF CHANGES IN
CONTRACT OWNERS' EQUITY
--------------------------
STATEMENTS OF OPERATIONS
--------------------------
YEARS ENDED DECEMBER 31, 1999 AND 1998

<TABLE>
<CAPTION>


                                                               TOTAL                 EQUITY-INCOME PORTFOLIO
                                                    --------------------------       --------------------------
                                                        1999            1998             1999            1998
                                                    ------------     ------------    ------------    ----------

<S>                                               <C>                 <C>                <C>             <C>
INVESTMENT ACTIVITY:
  Reinvested dividends ..................         $   39,919,462      28,746,293         993,026         600,150
  Mortality, expense and administration
    charges (note 2).....................            (27,195,016)    (20,894,395)     (1,026,362)       (822,437)
                                                   -------------   -------------   -------------   -------------
    Net investment activity..............             12,724,446       7,851,898         (33,336)       (222,287)
                                                   -------------   -------------   -------------   -------------

  Proceeds from mutual fund shares sold..            355,318,443     221,265,915       6,778,520       3,724,216
   Cost of mutual fund shares sold........          (288,004,397)   (192,745,675)     (5,148,569)     (3,440,172)
                                                   -------------   -------------   -------------   -------------
    Realized gain (loss) on investments..             67,314,046      28,520,240       1,629,951         284,044
  Change in unrealized gain (loss)
    on investments.......................             69,194,861     152,688,719        (708,537)      2,285,323
                                                   -------------   -------------   -------------   -------------
    Net gain (loss) on investments.......            136,508,907     181,208,959         921,414       2,569,367
                                                   -------------   -------------   -------------   -------------
  Reinvested capital gains...............             42,261,919      51,573,229       2,195,110       2,135,830
                                                   -------------   -------------   -------------   -------------
      Net increase (decrease) in contract
        owners equity resulting from
        operations.......................            191,495,272     240,634,086       3,083,188       4,482,910
                                                   -------------   -------------   -------------   -------------

EQUITY TRANSACTIONS:
  Purchase payments received from
    contract owners......................            504,325,224     439,055,602       9,900,333      24,438,255
  Transfers between funds................                      -               -        (618,361)      3,516,796
  Redemptions............................           (190,416,697)    (95,841,935)     (4,720,663)     (4,045,164)
  Annuity benefits.......................                (85,693)        (45,976)         (1,431)         (1,314)
  Annual contract maintenance charge
    (note 2).............................               (158,183)       (135,080)         (5,876)         (3,209)
  Contingent deferred sales charges
    (note 2).............................             (3,988,925)     (1,866,659)       (100,888)       (128,773)
  Adjustments to maintain reserves.......                  5,308           4,599             722            (823)
                                                   -------------   -------------   -------------   -------------
      Net equity transactions............            309,681,034     341,170,551       4,453,836      23,775,768
                                                   -------------   -------------   -------------   -------------

NET CHANGE IN CONTRACT OWNERS' EQUITY....            501,176,306     581,804,637       7,537,024      28,258,678
CONTRACT OWNERS' EQUITY BEGINNING OF PERIOD        1,820,312,727   1,238,508,090      67,083,656      38,824,978
                                                   -------------   -------------   -------------   -------------
CONTRACT OWNERS' EQUITY END OF PERIOD....         $2,321,489,033   1,820,312,727      74,620,680      67,083,656
                                                   =============   =============   =============   =============
</TABLE>


NATIONWIDE FIDELITY ADVISOR VARIABLE ACCOUNT
STATEMENTS OF CHANGES IN
CONTRACT OWNERS' EQUITY
--------------------------
STATEMENTS OF OPERATIONS
--------------------------
YEARS ENDED DECEMBER 31, 1999 AND 1998

<TABLE>
<CAPTION>


                                                        GROWTH PORTFOLIO              HIGH INCOME PORTFOLIO
                                                     --------------------------      --------------------------
                                                         1999            1998            1999            1998
                                                     -----------    -----------      ----------      ----------

<S>                                                      <C>              <C>          <C>             <C>
INVESTMENT ACTIVITY:
  Reinvested dividends ..................                103,367          133,285      14,171,585      10,862,359
  Mortality, expense and administration
    charges (note 2).....................             (1,152,699)        (533,598)     (2,116,727)     (2,222,960)
                                                   -------------   --------------  --------------   -------------
    Net investment activity..............             (1,049,332)        (400,313)     12,054,858       8,639,399
                                                   -------------   --------------  --------------   -------------

  Proceeds from mutual fund shares sold..              6,939,156        2,870,100      52,776,329      34,158,097
   Cost of mutual fund shares sold........            (4,828,896)      (2,481,565)    (55,942,989)    (34,536,377)
                                                   -------------   --------------  --------------   -------------
    Realized gain (loss) on investments..              2,110,260          388,535      (3,166,660)       (378,280)
  Change in unrealized gain (loss)
    on investments.......................             20,166,961        9,302,636         767,153     (24,528,745)
                                                   -------------   --------------  --------------   -------------
    Net gain (loss) on investments.......             22,277,221        9,691,171      (2,399,507)    (24,907,025)
                                                   -------------   --------------  --------------   -------------
  Reinvested capital gains...............              6,499,195        3,486,467         529,779       6,902,124
                                                   -------------   --------------  --------------   -------------
      Net increase (decrease) in contract
        owners equity resulting from
        operations.......................             27,727,084       12,777,325      10,185,130      (9,365,502)
                                                   -------------   --------------  --------------   -------------

EQUITY TRANSACTIONS:
  Purchase payments received from
    contract owners......................             16,137,604       16,985,566       9,395,187      28,906,593
  Transfers between funds................             33,381,036        4,184,630     (15,621,078)     (3,894,607)
  Redemptions............................             (6,117,319)      (1,597,186)    (14,372,343)    (10,314,646)
  Annuity benefits.......................                      -                -          (4,954)         (1,828)
  Annual contract maintenance charge
    (note 2).............................                 (6,152)          (2,420)         (9,612)         (9,856)
  Contingent deferred sales charges
    (note 2).............................               (161,209)         (33,687)       (279,317)       (221,320)
  Adjustments to maintain reserves.......                  1,147              433           1,314            (509)
                                                   -------------   --------------  --------------   -------------
      Net equity transactions............             43,235,107       19,537,336     (20,890,803)     14,463,827
                                                   -------------   --------------  --------------   -------------

NET CHANGE IN CONTRACT OWNERS' EQUITY....             70,962,191       32,314,661     (10,705,673)      5,098,325
CONTRACT OWNERS' EQUITY BEGINNING OF PERIOD           56,063,413       23,748,752     154,419,836     149,321,511
                                                   -------------   --------------  --------------   -------------
CONTRACT OWNERS' EQUITY END OF PERIOD....            127,025,604       56,063,413     143,714,163     154,419,836
                                                   =============   ==============  ==============   =============
</TABLE>
<PAGE>   5

NATIONWIDE FIDELITY ADVISOR VARIABLE ACCOUNT
STATEMENTS OF CHANGES IN
CONTRACT OWNERS' EQUITY, CONTINUED
---------------------------------------
STATEMENTS OF OPERATIONS, continued
---------------------------------------
YEARS ENDED DECEMBER 31, 1999 AND 1998
<TABLE>
<CAPTION>


                                                      MONEY MARKET PORTFOLIO            OVERSEAS PORTFOLIO
                                                   ----------------------------    ---------------------------
                                                      1999             1998            1999            1998
                                                   ------------   -------------    ------------   -------------
<S>                                                <C>                <C>             <C>             <C>
INVESTMENT ACTIVITY:
  Reinvested dividends ..................         $   3,667,236       2,729,931       1,213,755       1,390,058
  Mortality, expense and administration
    charges (note 2).....................              (952,178)       (697,090)     (1,151,010)     (1,101,471)
                                                  -------------   -------------   -------------   -------------
    Net investment activity..............             2,715,058       2,032,841          62,745         288,587
                                                  -------------   -------------   -------------   -------------

  Proceeds from mutual fund shares sold.             90,941,316      86,064,942      16,874,287       9,164,560
  Cost of mutual fund shares sold........           (90,941,316)    (86,064,942)    (14,193,657)     (8,380,638)
                                                  -------------   -------------   -------------   -------------
    Realized gain (loss) on investments..                     -               -       2,680,630         783,922
  Change in unrealized gain (loss)
    on investments.......................                     -               -      25,185,085       2,431,247
                                                  -------------   -------------   -------------   -------------
    Net gain (loss) on investments.......                     -               -      27,865,715       3,215,169
                                                  -------------   -------------   -------------   -------------
  Reinvested capital gains...............                     -               -       1,957,670       4,097,014
                                                  -------------   -------------   -------------   -------------
      Net increase (decrease) in contract
        owners equity resulting from
        operations.......................             2,715,058       2,032,841      29,886,130       7,600,770
                                                  -------------   -------------   -------------   -------------

EQUITY TRANSACTIONS:
  Purchase payments received from
    contract owners......................            26,511,672      36,787,840       3,262,244       8,735,152
  Transfers between funds................             9,240,481     (10,592,420)     (2,781,022)     (1,473,900)
  Redemptions............................           (22,510,342)     (8,446,229)     (6,667,363)     (4,144,730)
  Annuity benefits.......................                     -               -               -               -
  Annual contract maintenance charge
    (note 2).............................                (3,937)         (2,787)         (7,815)         (7,644)
  Contingent deferred sales charges
    (note 2).............................              (532,748)       (175,051)       (122,323)        (92,445)
  Adjustments to maintain reserves.......                 1,229             184           3,278             542
                                                  -------------   -------------   -------------   -------------
      Net equity transactions............            12,706,355      17,571,537      (6,313,001)      3,016,975
                                                  -------------   -------------   -------------   -------------

NET CHANGE IN CONTRACT OWNERS' EQUITY....            15,421,413      19,604,378      23,573,129      10,617,745
CONTRACT OWNERS' EQUITY BEGINNING OF PERIOD          63,266,840      43,662,462      79,447,569      68,829,824
                                                  -------------   -------------   -------------   -------------
CONTRACT OWNERS' EQUITY END OF PERIOD....         $  78,688,253      63,266,840     103,020,698      79,447,569
                                                  =============   =============   =============   =============
</TABLE>




NATIONWIDE FIDELITY ADVISOR VARIABLE ACCOUNT
STATEMENTS OF CHANGES IN
CONTRACT OWNERS' EQUITY, CONTINUED
---------------------------------------
STATEMENTS OF OPERATIONS, CONTINUED
---------------------------------------
YEARS ENDED DECEMBER 31, 1999 AND 1998
<TABLE>
<CAPTION>

                                                                                          ASSET MANAGER:
                                                    ASSET MANAGER PORTFOLIO             GROWTH PORTFOLIO
                                                 ----------------------------    ------------------------------
                                                      1999            1998            1999            1998
                                                 -------------   --------------  --------------  --------------
<S>                                                    <C>              <C>             <C>             <C>
INVESTMENT ACTIVITY:
  Reinvested dividends ..................              515,103          350,865         330,314         182,827
  Mortality, expense and administration
    charges (note 2).....................             (246,299)        (181,029)       (205,584)       (152,576)
                                                 -------------   --------------  --------------   -------------
    Net investment activity..............              268,804          169,836         124,730          30,251
                                                 -------------   --------------  --------------   -------------

  Proceeds from mutual fund shares sold.             2,724,342        2,121,060       2,272,692         905,852
  Cost of mutual fund shares sold........           (2,487,275)      (1,920,469)     (1,823,515)       (823,932)
                                                 -------------   --------------  --------------   -------------
    Realized gain (loss) on investments..              237,067          200,591         449,177          81,920
  Change in unrealized gain (loss)
    on investments.......................              530,833          209,940         769,030         583,636
                                                 -------------   --------------  --------------   -------------
    Net gain (loss) on investments.......              767,900          410,531       1,218,207         665,556
                                                 -------------   --------------  --------------   -------------
  Reinvested capital gains...............              652,464        1,052,595         547,838         854,987
                                                 -------------   --------------  --------------   -------------
      Net increase (decrease) in contract
        owners equity resulting from
        operations.......................            1,689,168        1,632,962       1,890,775       1,550,794
                                                 -------------   --------------  --------------   -------------

EQUITY TRANSACTIONS:
  Purchase payments received from
    contract owners......................            2,953,233        4,059,284       1,761,923       3,545,378
  Transfers between funds................            1,397,881          109,848         266,037         202,313
  Redemptions............................           (1,361,279)        (658,699)     (1,359,200)       (345,606)
  Annuity benefits.......................              (20,740)         (16,169)              -               -
  Annual contract maintenance charge
    (note 2).............................               (1,232)            (606)         (1,216)           (673)
  Contingent deferred sales charges
    (note 2).............................              (16,832)          (5,683)        (33,461)         (4,350)
  Adjustments to maintain reserves.......                 (227)          (2,123)           (402)             66
                                                 -------------   --------------  --------------   -------------
      Net equity transactions............            2,950,804        3,485,852         633,681       3,397,128
                                                 -------------   --------------  --------------   -------------

NET CHANGE IN CONTRACT OWNERS' EQUITY....            4,639,972        5,118,814       2,524,456       4,947,922
CONTRACT OWNERS' EQUITY BEGINNING OF PERIOD         15,168,982       10,050,168      13,224,069       8,276,147
                                                 -------------   --------------  --------------   -------------
CONTRACT OWNERS' EQUITY END OF PERIOD....           19,808,954       15,168,982      15,748,525      13,224,069
                                                 =============   ==============  ==============   =============

                                                                                                    (Continued)
</TABLE>
<PAGE>   6

NATIONWIDE FIDELITY ADVISOR VARIABLE ACCOUNT
STATEMENTS OF CHANGES IN
CONTRACT OWNERS' EQUITY, CONTINUED

STATEMENTS OF OPERATIONS, Continued

YEARS ENDED DECEMBER 31, 1999 AND 1998

<TABLE>
<CAPTION>


                                                       CONTRAFUND PORTFOLIO             INDEX 500 PORTFOLIO
                                                    -----------------------------   -----------------------------
                                                        1999             1998            1999            1998
                                                    -------------   -------------   -------------   -------------
<S>                                                 <C>                   <C>             <C>             <C>
INVESTMENT ACTIVITY:
  Reinvested dividends ..................           $     428,489         374,985         795,231         369,216
  Mortality, expense and administration
    charges (note 2).....................              (1,440,777)       (932,430)     (1,520,745)       (673,776)
                                                    -------------   -------------   -------------   -------------
    Net investment activity..............              (1,012,288)       (557,445)       (725,514)       (304,560)
                                                    -------------   -------------   -------------   -------------

  Proceeds from mutual fund shares sold..               7,844,113       4,899,088       5,985,851       2,653,129
  Cost of mutual fund shares sold........              (5,051,434)     (4,114,192)     (3,713,122)     (2,072,374)
                                                    -------------   -------------   -------------   -------------
    Realized gain (loss) on investments..               2,792,679         784,896       2,272,729         580,755
  Change in unrealized gain (loss)
    on investments.......................              16,939,484      14,022,891      20,210,817      10,718,449
                                                    -------------   -------------   -------------   -------------
    Net gain (loss) on investments.......              19,732,163      14,807,787      22,483,546      11,299,204
                                                    -------------   -------------   -------------   -------------
  Reinvested capital gains...............               3,142,250       2,758,815         539,621         855,170
                                                    -------------   -------------   -------------   -------------
      Net increase (decrease) in contract
        owners equity resulting from
        operations.......................              21,862,125      17,009,157      22,297,653      11,849,814
                                                    -------------   -------------   -------------   -------------

EQUITY TRANSACTIONS:
  Purchase payments received from
    contract owners......................              15,425,435      17,410,532      68,490,724      29,555,745
  Transfers between funds................              12,598,577       1,764,382      11,972,027       7,332,209
  Redemptions............................              (9,111,482)     (2,918,682)     (7,784,885)     (2,251,651)
  Annuity benefits.......................                  (5,188)         (1,385)         (4,205)              -
  Annual contract maintenance charge
    (note 2).............................                  (9,550)         (6,037)         (7,966)         (3,966)
  Contingent deferred sales charges
    (note 2).............................                (241,426)        (55,124)       (192,353)        (35,351)
  Adjustments to maintain reserves.......                   1,500             441          10,932              87
                                                    -------------   -------------   -------------   -------------
      Net equity transactions............              18,657,866      16,194,127      72,484,274      34,597,073
                                                    -------------   -------------   -------------   -------------

NET CHANGE IN CONTRACT OWNERS' EQUITY....              40,519,991      33,203,284      94,781,927      46,446,887
CONTRACT OWNERS' EQUITY BEGINNING OF PERIOD            84,727,181      51,523,897      75,161,985      28,715,098
                                                    -------------   -------------   -------------   -------------
CONTRACT OWNERS' EQUITY END OF PERIOD....           $ 125,247,172      84,727,181     169,943,912      75,161,985
                                                    =============   =============   =============   =============
</TABLE>




NATIONWIDE FIDELITY ADVISOR VARIABLE ACCOUNT
STATEMENTS OF CHANGES IN
CONTRACT OWNERS' EQUITY, CONTINUED

STATEMENTS OF OPERATIONS, CONTINUED

YEARS ENDED DECEMBER 31, 1999 AND 1998

<TABLE>
<CAPTION>

                                                          INVESTMENT GRADE
                                                            BOND PORTFOLIO                BALANCED PORTFOLIO
                                                     ------------------------------  ------------------------------
                                                          1999             1998            1999            1998
                                                     -------------  ---------------  --------------   -------------
<S>                                                      <C>              <C>             <C>             <C>
INVESTMENT ACTIVITY:
  Reinvested dividends ..................                2,225,217        1,397,192       3,795,276       3,537,100
  Mortality, expense and administration
    charges (note 2).....................                 (797,506)        (533,396)     (2,269,625)     (2,176,307)
                                                     -------------   --------------  --------------   -------------
    Net investment activity..............                1,427,711          863,796       1,525,651       1,360,793
                                                     -------------   --------------  --------------   -------------

  Proceeds from mutual fund shares sold..               13,760,323        5,690,626      22,627,268       8,612,916
  Cost of mutual fund shares sold........              (13,257,389)      (5,213,813)    (15,722,285)     (6,109,489)
                                                     -------------   --------------  --------------   -------------
    Realized gain (loss) on investments..                  502,934          476,813       6,904,983       2,503,427
  Change in unrealized gain (loss)
    on investments.......................               (4,009,453)       1,274,245      (7,941,415)     13,665,547
                                                     -------------   --------------  --------------   -------------
    Net gain (loss) on investments.......               (3,506,519)       1,751,058      (1,036,432)     16,168,974
                                                     -------------   --------------  --------------   -------------
  Reinvested capital gains...............                  698,107          165,769       4,410,726       5,403,903
                                                     -------------   --------------  --------------   -------------
      Net increase (decrease) in contract
        owners equity resulting from
        operations.......................               (1,380,701)       2,780,623       4,899,945      22,933,670
                                                     -------------   --------------  --------------   -------------

EQUITY TRANSACTIONS:
  Purchase payments received from
    contract owners......................               22,958,668       17,009,962       8,215,363      12,361,983
  Transfers between funds................               (3,773,589)       8,470,608      (9,589,452)     (1,896,771)
  Redemptions............................               (5,679,223)      (2,606,263)    (15,577,451)     (9,908,416)
  Annuity benefits.......................                  (18,508)         (15,041)        (11,164)         (1,259)
  Annual contract maintenance charge
    (note 2).............................                   (2,389)          (2,087)        (14,592)        (15,153)
  Contingent deferred sales charges
    (note 2).............................                  (97,638)         (50,558)       (268,374)       (187,285)
  Adjustments to maintain reserves.......                      668           (1,468)         (7,121)          1,390
                                                     -------------   --------------  --------------   -------------
      Net equity transactions............               13,387,989       22,805,153     (17,252,791)        354,489
                                                     -------------   --------------  --------------   -------------

NET CHANGE IN CONTRACT OWNERS' EQUITY....               12,007,288       25,585,776     (12,352,846)     23,288,159
CONTRACT OWNERS' EQUITY BEGINNING OF PERIOD             54,123,958       28,538,182     165,682,211     142,394,052
                                                     -------------   --------------  --------------   -------------
CONTRACT OWNERS' EQUITY END OF PERIOD....               66,131,246       54,123,958     153,329,365     165,682,211
                                                     =============   ==============  ==============   =============
</TABLE>
<PAGE>   7


NATIONWIDE FIDELITY ADVISOR VARIABLE ACCOUNT
STATEMENTS OF CHANGES IN
CONTRACT OWNERS' EQUITY, CONTINUED

STATEMENTS OF OPERATIONS, Continued

YEARS ENDED DECEMBER 31, 1999 AND 1998

<TABLE>
<CAPTION>


                                                      GROWTH AND INCOME             GROWTH OPPORTUNITIES
                                                           PORTFOLIO                       PORTFOLIO
                                                  -----------------------------    ----------------------------
                                                       1999            1998            1999            1998
                                                  ------------     ------------    ------------    ------------
<S>                                               <C>              <C>              <C>             <C>
INVESTMENT ACTIVITY:
  Reinvested dividends ..................         $     372,758               -       7,748,077       6,818,325
  Mortality, expense and administration
    charges (note 2).....................              (948,551)       (581,739)    (10,462,359)     (9,645,696)
                                                  -------------   -------------   -------------   -------------
    Net investment activity..............              (575,793)       (581,739)     (2,714,282)     (2,827,371)
                                                  -------------   -------------   -------------   -------------

  Proceeds from mutual fund shares sold..             5,802,414       1,675,936     105,656,801      53,776,742
  Cost of mutual fund shares sold........            (3,554,954)     (1,294,541)    (57,792,437)    (31,095,663)
                                                  -------------   -------------   -------------   -------------
    Realized gain (loss) on investments..             2,247,460         381,395      47,864,364      22,681,079
  Change in unrealized gain (loss)
    on investments.......................             2,419,029      10,320,823     (39,675,231)     99,720,539
                                                  -------------   -------------   -------------   -------------
    Net gain (loss) on investments.......             4,666,489      10,702,218       8,189,133     122,401,618
                                                  -------------   -------------   -------------   -------------
  Reinvested capital gains...............               745,516         158,758      14,485,535      23,701,797
                                                  -------------   -------------   -------------   -------------
      Net increase (decrease) in contract
        owners equity resulting from
        operations.......................             4,836,212      10,279,237      19,960,386     143,276,044
                                                  -------------   -------------   -------------   -------------

EQUITY TRANSACTIONS:
  Purchase payments received from
    contract owners......................            12,202,803      15,826,845      35,348,699      77,524,904
  Transfers between funds................             5,105,328       7,690,493     (49,733,277)    (19,480,824)
  Redemptions............................            (6,070,004)     (2,487,061)    (71,916,086)    (43,447,338)
  Annuity benefits.......................                (2,553)              -         (16,950)         (8,980)
  Annual contract maintenance charge
    (note 2).............................                (4,794)         (2,083)        (82,987)        (78,559)
  Contingent deferred sales charges
    (note 2).............................              (138,826)        (28,510)     (1,433,194)       (833,269)
  Adjustments to maintain reserves.......                   (95)            570         (11,788)          5,680
                                                  -------------   -------------   -------------   -------------
      Net equity transactions............            11,091,859      21,000,254     (87,845,583)     13,681,614
                                                  -------------   -------------   -------------   -------------

NET CHANGE IN CONTRACT OWNERS' EQUITY....            15,928,071      31,279,491     (67,885,197)    156,957,658
CONTRACT OWNERS' EQUITY BEGINNING OF PERIOD          57,354,937      26,075,446     775,505,231     618,547,573
                                                  -------------   -------------   -------------   -------------
CONTRACT OWNERS' EQUITY END OF PERIOD....         $  73,283,008      57,354,937     707,620,034     775,505,231
                                                  =============   =============   =============   =============
</TABLE>





NATIONWIDE FIDELITY ADVISOR VARIABLE ACCOUNT
STATEMENTS OF CHANGES IN
CONTRACT OWNERS' EQUITY, CONTINUED

STATEMENTS OF OPERATIONS, CONTINUED

YEARS ENDED DECEMBER 31, 1999 AND 1998

<TABLE>
<CAPTION>


                                                                                   EQUITY-INCOME PORTFOLIO:
                                                        MID CAP PORTFOLIO                 SERVICE CLASS
                                                    ----------------------------    ----------------------------
                                                        1999            1998            1999            1998
                                                    ------------    ------------    ------------    ------------
<S>                                                 <C>             <C>                 <C>         <C>
INVESTMENT ACTIVITY:
  Reinvested dividends ..................                      -                -         298,320               -
  Mortality, expense and administration
    charges (note 2).....................                   (672)               -        (290,562)        (84,773)
                                                   -------------   --------------  --------------   -------------
    Net investment activity..............                   (672)               -           7,758         (84,773)
                                                   -------------   --------------  --------------   -------------

  Proceeds from mutual fund shares sold..                    932                -       1,839,482         655,853
  Cost of mutual fund shares sold........                   (799)               -      (1,818,247)       (673,141)
                                                   -------------   --------------  --------------   -------------
    Realized gain (loss) on investments..                    133                -          21,235         (17,288)
  Change in unrealized gain (loss)
    on investments.......................                 37,237                -         140,395         685,763
                                                   -------------   --------------  --------------   -------------
    Net gain (loss) on investments.......                 37,370                -         161,630         668,475
                                                   -------------   --------------  --------------   -------------
  Reinvested capital gains...............                  1,264                -         659,443               -
                                                   -------------   --------------  --------------   -------------
      Net increase (decrease) in contract
        owners equity resulting from
        operations.......................                 37,962                -         828,831         583,702
                                                   -------------   --------------  --------------   -------------

EQUITY TRANSACTIONS:
  Purchase payments received from
    contract owners......................                 40,902                -      23,779,450      18,948,835
  Transfers between funds................                182,565                -      (1,788,457)         91,604
  Redemptions............................                   (377)               -      (1,642,855)       (375,768)
  Annuity benefits.......................                      -                -               -               -
  Annual contract maintenance charge
    (note 2).............................                    (65)               -               -               -
  Contingent deferred sales charges
    (note 2).............................                     (8)               -         (39,300)         (1,837)
  Adjustments to maintain reserves.......                  8,682                -            (384)            (21)
                                                   -------------   --------------  --------------   -------------
      Net equity transactions............                231,699                -      20,308,454      18,662,813
                                                   -------------   --------------  --------------   -------------

NET CHANGE IN CONTRACT OWNERS' EQUITY....                269,661                -      21,137,285      19,246,515
CONTRACT OWNERS' EQUITY BEGINNING OF PERIOD                    -                -      19,246,515               -
                                                   -------------   --------------  --------------   -------------
CONTRACT OWNERS' EQUITY END OF PERIOD....                269,661                -      40,383,800      19,246,515
                                                   =============   ==============  ==============   =============
</TABLE>
                                                                     (Continued)
<PAGE>   8

NATIONWIDE FIDELITY ADVISOR VARIABLE ACCOUNT
STATEMENTS OF CHANGES IN
CONTRACT OWNERS' EQUITY, CONTINUED
STATEMENTS OF OPERATIONS, Continued
YEARS ENDED DECEMBER 31, 1999 AND 1998
<TABLE>
<CAPTION>

                                                             GROWTH PORTFOLIO:            HIGH INCOME PORTFOLIO:
                                                               SERVICE CLASS                   SERVICE CLASS
                                                     -----------------------------   --------------------------
                                                          1999            1998            1999            1998
                                                     -------------   -------------   -------------   ----------
<S>                                                  <C>              <C>            <C>              <C>
INVESTMENT ACTIVITY:
  Reinvested dividends ..................            $      40,526               -       1,960,183               -
  Mortality, expense and administration
    charges (note 2).....................                 (468,624)        (70,401)       (295,991)        (98,519)
                                                     -------------   -------------   -------------   -------------
    Net investment activity..............                 (428,098)        (70,401)      1,664,192         (98,519)
                                                     -------------   -------------   -------------   -------------

  Proceeds from mutual fund shares sold..                1,602,670         390,810       1,945,198       1,922,952
  Cost of mutual fund shares sold........               (1,268,901)       (352,615)     (2,206,986)     (2,195,994)
                                                     -------------   -------------   -------------   -------------
    Realized gain (loss) on investments..                  333,769          38,195        (261,788)       (273,042)
  Change in unrealized gain (loss)
    on investments.......................               15,360,977       2,864,579         228,456      (1,096,849)
                                                     -------------   -------------   -------------   -------------
    Net gain (loss) on investments.......               15,694,746       2,902,774         (33,332)     (1,369,891)
                                                     -------------   -------------   -------------   -------------
  Reinvested capital gains...............                2,548,095               -          73,278               -
                                                     -------------   -------------   -------------   -------------
      Net increase (decrease) in contract
        owners equity resulting from
        operations.......................               17,814,743       2,832,373       1,704,138      (1,468,410)
                                                     -------------   -------------   -------------   -------------

EQUITY TRANSACTIONS:
  Purchase payments received from
    contract owners......................               52,001,832      15,833,951      22,326,324      22,844,703
  Transfers between funds................                5,978,794         979,486      (1,792,562)     (1,225,535)
  Redemptions............................               (2,836,596)       (312,595)     (1,696,493)       (500,261)
  Annuity benefits.......................                        -               -               -               -
  Annual contract maintenance charge
    (note 2).............................                        -               -               -               -
  Contingent deferred sales charges
    (note 2).............................                  (67,454)         (3,166)        (42,576)         (3,207)
  Adjustments to maintain reserves.......                       20             117            (173)            (68)
                                                     -------------   -------------   -------------   -------------
      Net equity transactions............               55,076,596      16,497,793      18,794,520      21,115,632
                                                     -------------   -------------   -------------   -------------

NET CHANGE IN CONTRACT OWNERS' EQUITY....               72,891,339      19,330,166      20,498,658      19,647,222
CONTRACT OWNERS' EQUITY BEGINNING OF PERIOD             19,330,166               -      19,647,222               -
                                                     -------------   -------------   -------------   -------------
CONTRACT OWNERS' EQUITY END OF PERIOD....            $  92,221,505      19,330,166      40,145,880      19,647,222
                                                     =============   =============   =============   =============
</TABLE>




NATIONWIDE FIDELITY ADVISOR VARIABLE ACCOUNT
STATEMENTS OF CHANGES IN
CONTRACT OWNERS' EQUITY, CONTINUED
--------------------------------------
STATEMENTS OF OPERATIONS, CONTINUED
--------------------------------------
YEARS ENDED DECEMBER 31, 1999 AND 1998
<TABLE>
<CAPTION>

                                                            OVERSEAS PORTFOLIO:          ASSET MANAGER PORTFOLIO:
                                                               SERVICE CLASS                   SERVICE CLASS
                                                     --------------------------      ------------------------------
                                                          1999            1998            1999            1998
                                                     -------------   ----------      --------------   -------------
<S>                                                   <C>             <C>             <C>               <C>
INVESTMENT ACTIVITY:
  Reinvested dividends ..................                  100,837                -         134,952               -
  Mortality, expense and administration
    charges (note 2).....................                 (102,725)         (24,548)        (72,947)        (11,681)
                                                     -------------   --------------  --------------   -------------
    Net investment activity..............                   (1,888)         (24,548)         62,005         (11,681)
                                                     -------------   --------------  --------------   -------------

  Proceeds from mutual fund shares sold..                1,766,815          282,331       1,744,637          71,477
  Cost of mutual fund shares sold........               (1,713,117)        (301,072)     (1,708,284)        (73,296)
                                                     -------------   --------------  --------------   -------------
    Realized gain (loss) on investments..                   53,698          (18,741)         36,353          (1,819)
  Change in unrealized gain (loss)
    on investments.......................                4,550,431          103,595         567,272         226,745
                                                     -------------   --------------  --------------   -------------
    Net gain (loss) on investments.......                4,604,129           84,854         603,625         224,926
                                                     -------------   --------------  --------------   -------------
  Reinvested capital gains...............                  162,640                -         170,940               -
                                                     -------------   --------------  --------------   -------------
      Net increase (decrease) in contract
        owners equity resulting from
        operations.......................                4,764,881           60,306         836,570         213,245
                                                     -------------   --------------  --------------   -------------

EQUITY TRANSACTIONS:
  Purchase payments received from
    contract owners......................                8,034,832        5,217,109       6,690,715       3,392,283
  Transfers between funds................                2,565,902          653,623         249,737         135,795
  Redemptions............................                 (684,205)         (66,607)       (204,064)        (22,375)
  Annuity benefits.......................                        -                -               -               -
  Annual contract maintenance charge
    (note 2).............................                        -                -               -               -
  Contingent deferred sales charges
    (note 2).............................                  (21,432)            (416)         (1,268)           (354)
  Adjustments to maintain reserves.......                      149              (10)            (65)             (5)
                                                     -------------   --------------  --------------   -------------
      Net equity transactions............                9,895,246        5,803,699       6,735,055       3,505,344
                                                     -------------   --------------  --------------   -------------

NET CHANGE IN CONTRACT OWNERS' EQUITY....               14,660,127        5,864,005       7,571,625       3,718,589
CONTRACT OWNERS' EQUITY BEGINNING OF PERIOD              5,864,005                -       3,718,589               -
                                                     -------------   --------------  --------------   -------------
CONTRACT OWNERS' EQUITY END OF PERIOD....               20,524,132        5,864,005      11,290,214       3,718,589
                                                     =============   ==============  ==============   =============
</TABLE>
<PAGE>   9

NATIONWIDE FIDELITY ADVISOR VARIABLE ACCOUNT
STATEMENTS OF CHANGES IN
CONTRACT OWNERS' EQUITY, CONTINUED

STATEMENTS OF OPERATIONS, Continued

YEARS ENDED DECEMBER 31, 1999 AND 1998

<TABLE>
<CAPTION>

                                                          ASSET MANAGER:               CONTRAFUND PORTFOLIO:
                                                 GROWTH PORTFOLIO: SERVICE CLASS          SERVICE CLASS
                                                  ------------------------------  -----------------------------
                                                      1999            1998            1999             1998
                                                  -------------   -------------   -------------   -------------
<S>                                               <C>              <C>           <C>              <C>
INVESTMENT ACTIVITY:
  Reinvested dividends ..................         $      68,429               -          80,508               -
  Mortality, expense and administration
    charges (note 2).....................               (51,315)         (9,642)       (313,528)        (53,824)
                                                  -------------   -------------   -------------   -------------
    Net investment activity..............                17,114          (9,642)       (233,020)        (53,824)
                                                  -------------   -------------   -------------   -------------

  Proceeds from mutual fund shares sold..               802,884         219,864       1,106,117         194,844
  Cost of mutual fund shares sold........              (762,726)       (231,538)       (901,194)       (190,062)
                                                  -------------   -------------   -------------   -------------
    Realized gain (loss) on investments..                40,158         (11,674)        204,923           4,782
  Change in unrealized gain (loss)
    on investments.......................               648,775         203,517       7,493,236       1,929,222
                                                  -------------   -------------   -------------   -------------
    Net gain (loss) on investments.......               688,933         191,843       7,698,159       1,934,004
                                                  -------------   -------------   -------------   -------------
  Reinvested capital gains...............               113,492               -         590,393               -
                                                  -------------   -------------   -------------   -------------
      Net increase (decrease) in contract
        owners equity resulting from
        operations.......................               819,539         182,201       8,055,532       1,880,180
                                                  -------------   -------------   -------------   -------------

EQUITY TRANSACTIONS:
  Purchase payments received from
    contract owners......................             5,004,654       2,398,093      32,606,438      11,884,096
  Transfers between funds................               (34,469)        (35,776)      2,642,289       1,287,064
  Redemptions............................              (248,840)        (46,097)     (1,829,360)       (222,049)
  Annuity benefits.......................                     -               -               -               -
  Annual contract maintenance charge
    (note 2).............................                     -               -               -               -
  Contingent deferred sales charges
    (note 2).............................                  (857)            (60)        (33,171)           (326)
  Adjustments to maintain reserves.......                   (58)            (14)           (232)             84
                                                  -------------   -------------   -------------   -------------
      Net equity transactions............             4,720,430       2,316,146      33,385,964      12,948,869
                                                  -------------   -------------   -------------   -------------

NET CHANGE IN CONTRACT OWNERS' EQUITY....             5,539,969       2,498,347      41,441,496      14,829,049
CONTRACT OWNERS' EQUITY BEGINNING OF PERIOD           2,498,347               -      14,829,049               -
                                                  -------------   -------------   -------------   -------------
CONTRACT OWNERS' EQUITY END OF PERIOD....         $   8,038,316       2,498,347      56,270,545      14,829,049
                                                  =============   =============   =============   =============
</TABLE>





NATIONWIDE FIDELITY ADVISOR VARIABLE ACCOUNT
STATEMENTS OF CHANGES IN
CONTRACT OWNERS' EQUITY, CONTINUED

STATEMENTS OF OPERATIONS, CONTINUED

YEARS ENDED DECEMBER 31, 1999 AND 1998

<TABLE>
<CAPTION>

                                                        BALANCED PORTFOLIO:        GROWTH AND INCOME PORTFOLIO:
                                                          SERVICE CLASS                   SERVICE CLASS
                                                  ------------------------------  -------------------------------
                                                       1999            1998            1999            1998
                                                  -------------   --------------  --------------   --------------
<S>                                              <C>               <C>            <C>              <C>
INVESTMENT ACTIVITY:
  Reinvested dividends ..................               260,297                -         131,543               -
  Mortality, expense and administration
    charges (note 2).....................              (180,232)         (32,398)       (376,339)        (64,178)
                                                  -------------   --------------  --------------   -------------
    Net investment activity..............                80,065          (32,398)       (244,796)        (64,178)
                                                  -------------   --------------  --------------   -------------

  Proceeds from mutual fund shares sold..               616,455          235,493         868,921         801,099
  Cost of mutual fund shares sold........              (595,209)        (233,390)       (747,360)       (781,432)
                                                  -------------   --------------  --------------   -------------
    Realized gain (loss) on investments..                21,246            2,103         121,561          19,667
  Change in unrealized gain (loss)
    on investments.......................               186,954          549,603       2,931,577       2,058,619
                                                  -------------   --------------  --------------   -------------
    Net gain (loss) on investments.......               208,200          551,706       3,053,138       2,078,286
                                                  -------------   --------------  --------------   -------------
  Reinvested capital gains...............               302,507                -         263,087               -
                                                  -------------   --------------  --------------   -------------
      Net increase (decrease) in contract
        owners equity resulting from
        operations.......................               590,772          519,308       3,071,429       2,014,108
                                                  -------------   --------------  --------------   -------------

EQUITY TRANSACTIONS:
  Purchase payments received from
    contract owners......................            18,024,696        8,771,958      38,417,327      15,905,391
  Transfers between funds................              (317,408)         389,137       1,847,772         692,100
  Redemptions............................            (1,210,011)        (130,919)     (2,606,487)       (251,704)
  Annuity benefits.......................                     -                -               -               -
  Annual contract maintenance charge
    (note 2).............................                     -                -               -               -
  Contingent deferred sales charges
    (note 2).............................               (20,126)            (636)        (42,609)           (160)
  Adjustments to maintain reserves.......                    14              (59)           (819)             48
                                                  -------------   --------------  --------------   -------------
      Net equity transactions............            16,477,165        9,029,481      37,615,184      16,345,675
                                                  -------------   --------------  --------------   -------------

NET CHANGE IN CONTRACT OWNERS' EQUITY....            17,067,937        9,548,789      40,686,613      18,359,783
CONTRACT OWNERS' EQUITY BEGINNING OF PERIOD           9,548,789                -      18,359,783               -
                                                  -------------   --------------  --------------   -------------
CONTRACT OWNERS' EQUITY END OF PERIOD....            26,616,726        9,548,789      59,046,396      18,359,783
                                                  =============   ==============  ==============   =============
</TABLE>
                                                                     (Continued)
<PAGE>   10

NATIONWIDE FIDELITY ADVISOR VARIABLE ACCOUNT
STATEMENTS OF CHANGES IN
CONTRACT OWNERS' EQUITY, CONTINUED
---------------------------------------
STATEMENTS OF OPERATIONS, Continued
---------------------------------------
YEARS ENDED DECEMBER 31, 1999 AND 1998

<TABLE>
<CAPTION>

                                                      GROWTH OPPORTUNITIES             MID CAP PORTFOLIO:
                                                    PORTFOLIO: SERVICE CLASS              SERVICE CLASS
                                                   -----------------------------   -----------------------------
                                                        1999            1998            1999            1998
                                                   -------------   -------------   --------------  -------------
<S>                                                <C>             <C>             <C>             <C>
INVESTMENT ACTIVITY:
  Reinvested dividends ..................          $     484,433               -               -               -
  Mortality, expense and administration
    charges (note 2).....................               (743,471)       (189,926)         (8,188)              -
                                                   -------------   -------------   -------------   -------------
    Net investment activity..............               (259,038)       (189,926)         (8,188)              -
                                                   -------------   -------------   -------------   -------------

  Proceeds from mutual fund shares sold..              1,315,160         173,928         725,760               -
  Cost of mutual fund shares sold........             (1,142,684)       (164,968)       (681,052)              -
                                                   -------------   -------------   -------------   -------------
    Realized gain (loss) on investments..                172,476           8,960          44,708               -
  Change in unrealized gain (loss)
    on investments.......................              1,770,643       5,157,394         625,152               -
                                                   -------------   -------------   -------------   -------------
    Net gain (loss) on investments.......              1,943,119       5,166,354         669,860               -
                                                   -------------   -------------   -------------   -------------
  Reinvested capital gains...............                946,847               -          26,122               -
                                                   -------------   -------------   -------------   -------------
      Net increase (decrease) in contract
        owners equity resulting from
        operations.......................              2,630,928       4,976,428         687,794               -
                                                   -------------   -------------   -------------   -------------

EQUITY TRANSACTIONS:
  Purchase payments received from
    contract owners......................             62,971,895      40,711,144       1,862,271               -
  Transfers between funds................             (3,133,553)      1,099,745       1,754,802               -
  Redemptions............................             (4,193,116)       (741,889)        (16,653)              -
  Annuity benefits.......................                      -               -               -               -
  Annual contract maintenance charge
    (note 2).............................                      -               -               -               -
  Contingent deferred sales charges
    (note 2).............................               (101,294)         (5,091)           (241)              -
  Adjustments to maintain reserves.......                 (2,952)             57             (31)              -
                                                   -------------   -------------   -------------   -------------
      Net equity transactions............             55,540,980      41,063,966       3,600,148               -
                                                   -------------   -------------   -------------   -------------

NET CHANGE IN CONTRACT OWNERS' EQUITY....             58,171,908      46,040,394       4,287,942               -
CONTRACT OWNERS' EQUITY BEGINNING OF PERIOD           46,040,394               -               -               -
                                                   -------------   -------------   -------------   -------------
CONTRACT OWNERS' EQUITY END OF PERIOD....          $ 104,212,302      46,040,394       4,287,942               -
                                                   =============   =============   =============   =============
</TABLE>

See accompanying notes to financial statements.
<PAGE>   11


--------------------------------------------------------------------------------


                  NATIONWIDE FIDELITY ADVISOR VARIABLE ACCOUNT

                          NOTES TO FINANCIAL STATEMENTS

                           DECEMBER 31, 1999 AND 1998

(1)  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     (a) Organization and Nature of Operations
         Nationwide Fidelity Advisor Variable Account (the Account) was
         established pursuant to a resolution of the Board of Directors of
         Nationwide Life Insurance Company (the Company) on July 22, 1994. The
         Account has been registered as a unit investment trust under the
         Investment Company Act of 1940.

         The Company offers tax qualified and non-tax qualified Individual
         Deferred Variable Annuity Contracts, and Individual Modified Single
         Premium Deferred Variable Annuity Contracts through the Account. The
         primary distribution for the contracts is through Fidelity
         Investments(R).

     (b) The Contracts
         Only contracts without a front-end sales charge, but with a contingent
         deferred sales charge and certain other fees, are offered for purchase.
         See note 2 for a discussion of contract expenses.

         With certain exceptions, contract owners in either the accumulation or
         the payout phase may invest in any of the following:

              Funds available in the Fidelity Advisor Classic and Select
              Products:

              Portfolios of the Fidelity Variable Insurance Products Fund
              (Fidelity VIP);
                Fidelity VIP - Equity-Income Portfolio (FidVIPEI)
                Fidelity VIP - Growth Portfolio (FidVIPGr)
                Fidelity VIP - High Income Portfolio (FidVIPHI)
                Fidelity VIP - Money Market Portfolio (FidVIPMMkt)
                  (also available in the Fidelity Advisor Generations product)
                Fidelity VIP - Overseas Portfolio (FidVIPOv)

              Portfolios of the Fidelity Variable Insurance Products Fund
                II(Fidelity VIP-II);
                Fidelity VIP-II - Asset Manager Portfolio (FidVIPAM)
                Fidelity VIP-II - Asset Manager: Growth Portfolio
                  (FidVIPAMGr)
                Fidelity VIP-II - Contrafund Portfolio (FidVIPCon)
                Fidelity VIP-II - Index 500 Portfolio (FidVIPI500)
                  (also available in the Fidelity Advisor Generations product)
                Fidelity VIP-II - Investment Grade Bond Portfolio (FidVIPIGBd)
                  (also available in the Fidelity Advisor Generations Annuity
                  product)

              Portfolios of the Fidelity Variable Insurance Products Fund III
              (Fidelity VIP-III);
                Fidelity VIP-III - Balanced Portfolio (FidVIPBal)
                Fidelity VIP-III - Growth and Income Portfolio (FidVIPGrIn)
                Fidelity VIP-III - Growth Opportunities Portfolio (FidVIPGrOp)
                Fidelity VIP-III - Mid Cap Portfolio (FidVIPMCap)

              Funds available in the Fidelity Advisor Generations product:

              Portfolios of the Fidelity Variable Insurance Products Fund
                (Fidelity VIP);
                Fidelity VIP - Equity-Income Portfolio: Service Class
                (FidVIPEIS)
                Fidelity VIP - Growth Portfolio: Service Class (FidVIPGrS)
                Fidelity VIP - High Income Portfolio: Service Class (FidVIPHIS)
                Fidelity VIP - Overseas Portfolio: Service Class (FidVIPOvS)

              Portfolios of the Fidelity Variable Insurance Products Fund
              II (Fidelity VIP-II);
                Fidelity VIP-II - Asset Manager Portfolio: Service Class
                (FidVIPAMS)
                Fidelity VIP-II - Asset Manager: Growth Portfolio: Service
                Class (FidVIPAMGrS)
                Fidelity VIP-II - Contrafund Portfolio: Service Class
                (FidVIPConS)


                                                                     (Continued)
<PAGE>   12



                  NATIONWIDE FIDELITY ADVISOR VARIABLE ACCOUNT

                          NOTES TO FINANCIAL STATEMENTS

                           DECEMBER 31, 1999 AND 1998


              Portfolios of the Fidelity Variable Insurance Products Fund III
              (Fidelity VIP-III);
                Fidelity VIP-III - Balanced Portfolio: Service Class
                (FidVIPBalS)
                Fidelity VIP-III - Growth and Income Portfolio: Service Class
                (FidVIPGrInS)
                Fidelity VIP-III - Growth Opportunities Portfolio: Service
                Class (FidVIPGrOpS)
                Fidelity VIP-III - Mid Cap Portfolio: Service Class
                (FidVIPMCapS)

         At December 31, 1999, contract owners have invested in all of the above
         funds. The contract owners' equity is affected by the investment
         results of each fund, equity transactions by contract owners and
         certain contract expenses (see note 2). The accompanying financial
         statements include only contract owners' purchase payments pertaining
         to the variable portions of their contracts and exclude any purchase
         payments for fixed dollar benefits, the latter being included in the
         accounts of the Company.

         A contract owner may choose from among a number of different underlying
         mutual fund options. The underlying mutual fund options are not
         available to the general public directly. The underlying mutual funds
         are available as investment options in variable life insurance policies
         or variable annuity contracts issued by life insurance companies or, in
         some cases, through participation in certain qualified pension or
         retirement plans.

         Some of the underlying mutual funds have been established by investment
         advisers which manage publicly traded mutual funds having similar names
         and investment objectives. While some of the underlying mutual funds
         may be similar to, and may in fact be modeled after, publicly traded
         mutual funds, the underlying mutual funds are not otherwise directly
         related to any publicly traded mutual fund. Consequently, the
         investment performance of publicly traded mutual funds and any
         corresponding underlying mutual funds may differ substantially.

     (c) Security Valuation, Transactions and Related Investment Income
         The market value of the underlying mutual funds is based on the closing
         net asset value per share at December 31, 1999. The cost of investments
         sold is determined on a specific identification basis. Investment
         transactions are accounted for on the trade date (date the order to buy
         or sell is executed) and dividend income is recorded on the ex-dividend
         date.

     (d) Federal Income Taxes
         Operations of the Account form a part of, and are taxed with,
         operations of the Company which is taxed as a life insurance company
         under the Internal Revenue Code.

         The Company does not provide for income taxes within the Account. Taxes
         are the responsibility of the contract owner upon termination or
         withdrawal.

     (e) Use of Estimates in the Preparation of Financial Statements
         The preparation of financial statements in conformity with generally
         accepted accounting principles may require management to make estimates
         and assumptions that affect the reported amounts of assets and
         liabilities and disclosure of contingent assets and liabilities, if
         any, at the date of the financial statements and the reported amounts
         of revenues and expenses during the reporting period. Actual results
         could differ from those estimates.

     (f) Calculation of Annuity Reserves
         Annuity reserves are computed for contracts in the variable payout
         stage according to industry standard mortality tables. The assumed
         investment return is 3.5 percent unless the annuitant elects otherwise,
         in which case the rate may vary from 3.5 percent to 7 percent, as
         regulated by the laws of the respective states. The mortality risk is
         fully borne by the Company and may result in additional amounts being
         transferred into the Account by the Company to cover greater longevity
         of annuitants than expected. Conversely, if reserves exceed amounts
         required, transfers may be made to the Company.
<PAGE>   13


(2)  EXPENSES
     The Company does not deduct a sales charge from purchase payments received
     from the contract owners. However, if any part of the contract value of
     such contracts is surrendered, the Company will, with certain exceptions,
     deduct from a contract owner's contract value a contingent deferred sales
     charge, not to exceed 7% of the lesser of purchase payments or the amount
     surrendered, such charge declining 1% per year, to 0%, after the purchase
     payment has been held in the contract for 84 months. No sales charges are
     deducted on redemptions used to purchase units in the fixed investment
     options of the Company.

     The following contract charges are deducted by the Company:

     For Fidelity Advisor Generations Annuity contracts a mortality and expense
     risk charge assessed through the daily unit value calculation that ranges
     from an annual rate of .95% to a maximum of 2.20% if all permissible rider
     options are utilized. For this contract, the rider options include: (a)
     reduced purchase payment; (b) five year CDSC; (c) CDSC waiver; (d) death
     benefit and (e) guaranteed minimum income benefit.

     For Fidelity Advisor Annuity Select contracts a mortality risk, expense
     risk and administration charge assessed through the daily unit value
     calculation that ranges from an annual rate of 1.40% to a maximum of 1.55%
     if the death benefit option is utilized.

     For Fidelity Advisor Annuity Classic contracts a mortality risk, expense
     risk and administration charge assessed through the daily unit value
     calculation equal to an annual rate of 1.30%. Additionally, a contract
     maintenance charge of up to $30, dependent upon contract type and issue
     date, is satisfied by surrendering units.

     The following table provides mortality, expense and administration charges
     by asset fee rate for the year ended December 31, 1999:

<TABLE>
<CAPTION>

                                    TOTAL             FidVIPEI            FidVIPGr             FidVIPHI          FidVIPMMkt
                             ------------         ------------        ------------         ------------        ------------
<S>                          <C>                  <C>                 <C>                  <C>                 <C>
     0.95%...........        $  1,712,052                    -                   -                    -              81,633
     1.00%...........           1,549,618                    -                   -                    -              49,462
     1.05%...........             408,890                    -                   -                    -              26,980
     1.10%...........               2,810                    -                   -                    -                 109
     1.15%...........               5,974                    -                   -                    -                  12
     1.20%...........                 845                    -                   -                    -                 114
     1.25%...........                 773                    -                   -                    -                  24
     1.30%...........           1,874,456               58,541              73,477              125,304              51,843
     1.40%...........          21,197,887              926,141           1,018,226            1,956,367             714,208
     1.45%...........             339,449               33,374              48,422               26,775              16,137
     1.50%...........             102,135                8,306              12,574                8,281              11,656
     1.60%...........                  96                    -                   -                    -                   -
     1.65%...........                   3                    -                   -                    -                   -
     1.85%...........                  28                    -                   -                    -                   -
                             ------------         ------------        ------------         ------------        ------------
         Total.......        $ 27,195,016            1,026,362           1,152,699            2,116,727             952,178
                             ============         ============        ============         ============        ============

                                 FidVIPov             FidVIPAM          FidVIPAMGr            FidVIPCon          FidVIPI500
                             ------------         ------------        ------------         ------------        ------------
     0.95%...........        $          -                    -                   -                    -             251,973
     1.00%...........                   -                    -                   -                    -             160,189
     1.05%...........                   -                    -                   -                    -              35,886
     1.10%...........                   -                    -                   -                    -                 442
     1.15%...........                   -                    -                   -                    -                  64
     1.20%...........                   -                    -                   -                    -                 140
     1.25%...........                   -                    -                   -                    -                  54
     1.30%...........              95,693               11,508              10,887              102,254              79,082
     1.40%...........           1,043,235              223,408             188,280            1,301,653             953,425
     1.45%...........               9,978                8,592               4,787               30,854              28,682
     1.50%...........               2,104                2,791               1,630                6,016              10,755
     1.60%...........                   -                    -                   -                    -                  38
     1.65%...........                   -                    -                   -                    -                   1
     1.85%...........                   -                    -                   -                    -                  14
                             ------------         ------------        ------------         ------------        ------------
         Total.......        $  1,151,010              246,299             205,584            1,440,777           1,520,745
                             ============         ============        ============         ============        ============

                                                                                                                (Continued)
</TABLE>
<PAGE>   14

<TABLE>
<CAPTION>


                                           NATIONWIDE FIDELITY ADVISOR VARIABLE ACCOUNT

                                             NOTES TO FINANCIAL STATEMENTS, CONTINUED


                               FidVIPIGBd            FidVIPBal          FidVIPGrIn           FidVIPGrOp          FidVIPMCap
                             ------------         ------------        ------------         ------------        ------------
<S>                          <C>                  <C>                 <C>                  <C>                 <C>
     0.95%............       $     74,866                    -                   -                    -                   -
     1.00%............             69,106                    -                   -                    -                   -
     1.05%............             27,038                    -                   -                    -                   -
     1.10%............                353                    -                   -                    -                   -
     1.15%............                173                    -                   -                    -                   -
     1.20%............                 10                    -                   -                    -                   -
     1.25%............                 79                    -                   -                    -                   -
     1.30%............             18,429              204,127              52,050              991,099                  39
     1.40%............            598,108            2,046,014             863,448            9,363,550                 633
     1.45%............              6,923               16,739              27,492               80,542                   -
     1.50%............              2,421                2,745               5,561               27,168                   -
     1.60%............                  -                    -                   -                    -                   -
     1.65%............                  -                    -                   -                    -                   -
     1.85%............                  -                    -                   -                    -                   -
                             ------------         ------------        ------------         ------------        ------------
         Total........       $    797,506            2,269,625             948,551           10,462,359                 672
                             ============         ============        ============         ============        ============

                                FidVIPEIS            FidVIPGrS           FidVIPHIS            FidVIPOvS           FidVIPAMS
                             ------------         ------------        ------------         ------------        ------------
     0.95%............       $    137,198              210,831             152,061               47,882              32,880
     1.00%............            119,471              205,720             109,171               41,451              31,665
     1.05%............             33,476               49,692              34,459               13,199               8,159
     1.10%............               169                  239                 190                   46                   -
     1.15%............                 71                1,665                  15                    6                 185
     1.20%............                 61                   87                  31                   33                   -
     1.25%............                 47                   64                  49                    1                  58
     1.30%............                  6                   49                   -                    -                   -
     1.40%............                 33                  181                   2                   78                   -
     1.45%............                 30                   29                   -                   14                   -
     1.50%............                  -                   38                  13                   15                   -
     1.60%............                  -                   29                   -                    -                   -
     1.65%............                  -                    -                   -                    -                   -
     1.85%............                  -                    -                   -                    -                   -
                             ------------         ------------        ------------         ------------        ------------
         Total........       $    290,562              468,624             295,991              102,725              72,947
                             ============         ============        ============         ============        ============

                              FidVIPAMGrS           FidVIPConS          FidVIPBalS          FidVIPGrInS         FidVIPGrOpS
                             ------------         ------------        ------------         ------------        ------------
     0.95%............       $     18,036              139,721              84,037              145,393             332,183
     1.00%............             23,936              138,654              76,312              187,179             333,219
     1.05%............              9,125               32,903              19,185               42,140              75,934
     1.10%............                134                  263                 287                  249                 328
     1.15%............                  -                1,668                 256                  927                 932
     1.20%............                  8                   75                   4                  147                 119
     1.25%............                 30                  141                  39                   91                  95
     1.30%............                 30                   19                   -                    4                  15
     1.40%............                 16                    7                 110                  178                 586
     1.45%............                  -                   29                   2                    5                  28
     1.50%............                  -                    3                   -                   26                  32
     1.60%............                  -                   29                   -                    -                   -
     1.65%............                  -                    2                   -                    -                   -
     1.85%............                  -                   14                   -                    -                   -
                             ------------         ------------        ------------         ------------        ------------
         Total........       $     51,315              313,528             180,232              376,339             743,471
                             ============         ============        ============         ============        ============
</TABLE>
<PAGE>   15



                              FidVIPMCapS
                             ------------
     0.95%                          3,358
     1.00%                          4,083
     1.05%                            714
     1.10%                              1
     1.15%                              -
     1.20%                             16
     1.25%                              1
     1.30%                              -
     1.40%                              -
     1.45%                             15
     1.50%                              -
     1.60%                              -
     1.65%                              -
     1.85%                              -
                             ------------
         Total           $          8,188
                             ============



     The following table provides mortality, expense and administration charges
     for the year ended December 31, 1998:
<TABLE>
<CAPTION>

                                    TOTAL             FidVIPEI            FidVIPGr             FidVIPHI          FidVIPMMkt
                             ------------         ------------        ------------         ------------        ------------
<S>                          <C>                  <C>                 <C>                  <C>                 <C>
     0.95%............       $    346,655                    -                   -                    -              27,469
     1.00%............            346,637                    -                   -                    -              21,405
     1.05%............             99,916                    -                   -                    -              13,826
     1.30%............          1,542,846               39,219              29,588              126,145              40,564
     1.40%............         18,369,018              760,982             484,627            2,077,769             578,067
     1.45%............            142,890               15,961              14,910               13,240              11,394
     1.50%............             46,433                6,275               4,473                5,806               4,365
                             ------------         ------------        ------------         ------------        ------------
         Total........       $ 20,894,395              822,437             533,598            2,222,960             697,090
                             ============         ============        ============         ============        ============


                                 FidVIPOv             FidVIPAM          FidVIPAMGr            FidVIPCon          FidVIPI500
                             ------------         ------------        ------------         ------------        ------------
     0.95%............       $          -                    -                   -                    -              20,294
     1.00%............                  -                    -                   -                    -              23,497
     1.05%............                  -                    -                   -                    -               4,757
     1.30%............             88,594                7,562               8,047               59,657              37,450
     1.40%............          1,006,416              168,847             141,334              858,526             575,683
     1.45%............              5,313                3,292               2,786               11,902               9,839
     1.50%............              1,148                1,328                 409                2,345               2,256
                             ------------         ------------        ------------         ------------        ------------
         Total........       $  1,101,471              181,029             152,576              932,430             673,776
                             ============         ============        ============         ============        ============


                               FidVIPIGBd            FidVIPBal          FidVIPGrin           FidVIPGrOp           FidVIPEIS
                             ------------         ------------        ------------         ------------        ------------
     0.95%............       $     13,470                    -                   -                    -              35,645
     1.00%............             22,154                    -                   -                    -              39,080
     1.05%............              6,446                    -                   -                    -              10,048
     1.30%............             31,786              190,140              25,704              858,390                   -
     1.40%............            457,474            1,978,328             543,629            8,737,336                   -
     1.45%............              1,121                6,802              11,701               34,629                   -
     1.50%............                945                1,037                 705               15,341                   -
                             ------------         ------------        ------------         ------------        ------------
         Total........       $    533,396            2,176,307             581,739            9,645,696              84,773
                             ============         ============        ============         ============        ============

                                                                                                                (Continued)
</TABLE>
<PAGE>   16

<TABLE>
<CAPTION>
                                           NATIONWIDE FIDELITY ADVISOR VARIABLE ACCOUNT

                                             NOTES TO FINANCIAL STATEMENTS, CONTINUED


                                FidVIPGrS            FidVIPHIS           FidVIPOvS            FidVIPAMS         FidVIPAMGrS
                             ------------         ------------        ------------         ------------        ------------
<S>                          <C>                            <C>                 <C>                   <C>                 <C>
     0.95%............       $     33,383               49,642              11,313                6,565               3,692
     1.00%............             27,492               37,699              10,118                4,118               4,062
     1.05%............              9,526               11,178               3,117                  998               1,888
     1.30%............                  -                    -                   -                    -                   -
     1.40%............                  -                    -                   -                    -                   -
     1.45%............                  -                    -                   -                    -                   -
     1.50%............                  -                    -                   -                    -                   -
                             ------------         ------------        ------------         ------------        ------------
         Total........       $     70,401               98,519              24,548               11,681               9,642
                             ============         ============        ============         ============        ============

                               FidVIPConS           FidVIPBalS         FidVIPGRinS          FidVIPGrOpS
                             ------------         ------------        ------------         ------------
     0.95%............       $     23,438               15,680              24,821               81,243
     1.00%............             24,226               11,424              31,994               89,368
     1.05%............              6,160                5,294               7,363               19,315
     1.30%............                  -                    -                   -                    -
     1.40%............                  -                    -                   -                    -
     1.45%............                  -                    -                   -                    -
     1.50%............                  -                    -                   -                    -
                             ------------         ------------        ------------         ------------
         Total........       $     53,824               32,398              64,178              189,926
                             ============         ============        ============         ============
</TABLE>


(3)  RELATED PARTY TRANSACTIONS

     The Company performs various services on behalf of the Mutual Fund
     Companies in which the Account invests and may receive fees for the
     services performed. These services include, among other things, shareholder
     communications, preparation, postage, fund transfer agency and various
     other record keeping and customer service functions. These fees are paid to
     an affiliate of the Company.
<PAGE>   17


(4)  COMPONENTS OF CONTRACT OWNERS' EQUITY

     The following is a summary of contract owners' equity at December 31, 1999,
     for each series, in both the accumulation and payout phases.

<TABLE>
<CAPTION>

                                                                                                        ANNUAL
Contract owners' equity represented by:                      UNITS         UNIT VALUE                  RETURN(c)
                                                          ----------      ------------                ----------
<S>                                                          <C>           <C>          <C>            <C>

     ASSET FEE @ .95 RATE:

         Fidelity VIP - Money Market Portfolio:
            Tax qualified............................        350,462       10.841227 $  3,799,438            4%
            Non-tax qualified........................        661,559       10.841227    7,172,111            4%
         Fidelity VIP-II - Index 500 Portfolio:
            Tax qualified............................      1,930,305       14.567662   28,120,031           19%
            Non-tax qualified........................      1,206,553       14.567662   17,576,656           19%
         Fidelity VIP-II -
         Investment Grade Bond Portfolio:
            Tax qualified............................        381,199       10.478118    3,994,248          (2)%
            Non-tax qualified........................        699,366       10.478118    7,328,039          (2)%
         Fidelity VIP -
         Equity-Income Portfolio: Service Class:
            Tax qualified............................        695,545       11.322947    7,875,619            5%
            Non-tax qualified........................      1,069,193       11.322947   12,106,416            5%
         Fidelity VIP -
         Growth Portfolio: Service Class:
            Tax qualified............................        872,562       18.039523   15,740,602           36%
            Non-tax qualified........................      1,429,991       18.039523   25,796,356           36%
         Fidelity VIP -
         High Income Portfolio: Service Class:
            Tax qualified............................        881,536        9.868246    8,699,214            7%
            Non-tax qualified........................      1,334,025        9.868246   13,164,487            7%
         Fidelity VIP -
         Overseas Portfolio: Service Class:
            Tax qualified............................        264,838       14.938906    3,956,390           41%
            Non-tax qualified........................        391,883       14.938906    5,854,303           41%
         Fidelity VIP-II -
         Asset Manager Portfolio: Service Class:
            Tax qualified............................        113,345       12.204056    1,383,269           10%
            Non-tax qualified........................        308,073       12.204056    3,759,740           10%
         Fidelity VIP-II - Asset Manager
         Growth Portfolio: Service Class:
            Tax qualified............................         91,493       12.862419    1,176,821           14%
            Non-tax qualified........................        135,720       12.862419    1,745,688           14%
         Fidelity VIP-II -
         Contrafund Portfolio: Service Class:
            Tax qualified............................        628,642       15.419403    9,693,284           23%
            Non-tax qualified........................        992,736       15.419403   15,307,396           23%
         Fidelity VIP-III -
         Balanced Portfolio: Service Class:
            Tax qualified............................        439,780       11.730743    5,158,946            3%
            Non-tax qualified........................        650,044       11.730743    7,625,499            3%
         Fidelity VIP-III -
         Growth and Income Portfolio: Service Class:
            Tax qualified............................        631,639       13.387303    8,455,943            8%
            Non-tax qualified........................      1,084,359       13.387303   14,516,642            8%
</TABLE>

                                                                     (Continued)
<PAGE>   18

                  NATIONWIDE FIDELITY ADVISOR VARIABLE ACCOUNT

                    NOTES TO FINANCIAL STATEMENTS, CONTINUED
<TABLE>
<CAPTION>

                                                                                                        ANNUAL
                                                             UNITS         UNIT VALUE                  RETURN(c)
                                                          ----------      ------------                ----------
<S>                                                          <C>           <C>          <C>            <C>

         Fidelity VIP-III - Growth Opportunities
         Portfolio: Service Class:
            Tax qualified............................      1,580,810       12.317183   19,471,126            3%
            Non-tax qualified........................      2,388,172       12.317183   29,415,552            3%

         Fidelity Vip-III -
         Mid Cap Portfolio: Service Class:
            Tax qualified............................         48,890       14.643713      715,931           46%(b)
            Non-tax qualified........................         61,089       14.643713      894,570           46%(b)

      ASSET FEE @ 1.00 RATE:

         Fidelity VIP - Money Market Portfolio:
            Tax qualified............................        204,043       10.830732    2,209,935            4%
            Non-tax qualified........................        351,108       10.830732    3,802,757            4%
         Fidelity VIP-II - Index 500 Portfolio:
            Tax qualified............................        753,992       14.553757   10,973,416           19%
            Non-tax qualified........................      1,077,454       14.553757   15,681,004           19%
         Fidelity VIP-II -
         Investment Grade Bond Portfolio:
            Tax qualified............................        342,030       10.468109    3,580,407          (2)%
            Non-tax qualified........................        368,204       10.468109    3,854,400          (2)%
         Fidelity VIP -
         Equity-Income Portfolio: Service Class:
            Tax qualified............................        700,294       11.312151    7,921,831            5%
            Non-tax qualified........................        723,120       11.312151    8,180,043            5%
         Fidelity VIP -
         Growth Portfolio: Service Class:
            Tax qualified............................        910,888       18.022329   16,416,323           36%
            Non-tax qualified........................      1,383,685       18.022329   24,937,226           36%
         Fidelity VIP -
         High Income Portfolio: Service Class:
            Tax qualified............................        685,851        9.858827    6,761,686            7%
            Non-tax qualified........................        773,796        9.858827    7,628,721            7%
         Fidelity VIP -
         Overseas Portfolio: Service Class:
            Tax qualified............................        228,910       14.924674    3,416,407           41%
            Non-tax qualified........................        368,270       14.924674    5,496,310           41%
         Fidelity VIP-II -
         Asset Manager Portfolio: Service Class:
            Tax qualified............................        173,975       12.192406    2,121,174           10%
            Non-tax qualified........................        214,274       12.192406    2,612,516           10%
         Fidelity VIP-II - Asset Manager
         Growth Portfolio: Service Class:
            Tax qualified............................        123,075       12.850172    1,581,535           14%
            Non-tax qualified........................        173,485       12.850172    2,229,312           14%
         Fidelity VIP-II -
         Contrafund Portfolio: Service Class:
            Tax qualified............................        687,704       15.404707   10,593,879           23%
            Non-tax qualified........................        960,351       15.404707   14,793,926           23%
</TABLE>
<PAGE>   19

================================================================================
<TABLE>
<CAPTION>

                                                                                                        ANNUAL
                                                             UNITS         UNIT VALUE                  RETURN(c)
                                                          ----------      ------------                ----------
<S>                                                          <C>           <C>          <C>            <C>




         Fidelity VIP-III -
         Balanced Portfolio: Service Class:
            Tax qualified................................   401,736        11.719556    4,708,168            3%
            Non-tax qualified............................   552,217        11.719556    6,471,738            3%
         Fidelity VIP-III -
         Growth and Income Portfolio: Service Class:
            Tax qualified................................   922,659        13.374521   12,340,122            8%
            Non-tax qualified............................  1,278,902       13.374521   17,104,702            8%
         Fidelity VIP-III - Growth Opportunities
         Portfolio: Service Class:
            Tax qualified................................ 1,554,894        12.305429   19,133,638            3%
            Non-tax qualified............................  2,150,035       12.305429   26,457,103            3%

         Fidelity Vip-III -
         Mid Cap Portfolio: Service Class:
            Tax qualified................................     84,669       14.636558    1,239,263           46%(b)
            Non-tax qualified............................     63,767       14.636558      933,329           46%(b)

      ASSET FEE @ 1.05 RATE:

         Fidelity VIP - Money Market Portfolio:
            Tax qualified................................     85,348       10.820248      923,487            4%
            Non-tax qualified............................    200,667       10.820248    2,171,267            4%
         Fidelity VIP-II - Index 500 Portfolio:
            Tax qualified................................    118,845        14.53988    1,727,992           19%
            Non-tax qualified............................    250,685        14.53988    3,644,930           19%
         Fidelity VIP-II -
         Investment Grade Bond Portfolio:
            Tax qualified................................    142,145        10.45812    1,486,569          (2)%
            Non-tax qualified............................    203,464        10.45812    2,127,851          (2)%
         Fidelity VIP -
         Equity-Income Portfolio: Service Class:
            Tax qualified................................    125,193       11.301374    1,414,853            5%
            Non-tax qualified............................    237,960       11.301374    2,689,275            5%
         Fidelity VIP -
         Growth Portfolio: Service Class:
            Tax qualified................................    139,137       18.005139    2,505,181           36%
            Non-tax qualified............................    324,870       18.005139    5,849,330           36%
         Fidelity VIP -
         High Income Portfolio: Service Class:
            Tax qualified................................    146,880        9.849428    1,446,684            7%
            Non-tax qualified............................    233,348        9.849428    2,298,344            7%
         Fidelity VIP -
         Overseas Portfolio: Service Class:
            Tax qualified................................     47,782       14.910446      712,451           41%
            Non-tax qualified............................     66,203       14.910446      987,116           41%
         Fidelity VIP-II -
         Asset Manager Portfolio: Service Class:
            Tax qualified................................     42,988        12.18077      523,627           10%
            Non-tax qualified............................     66,396        12.18077      808,754           10%
</TABLE>

                                                                     (Continued)
<PAGE>   20

                  NATIONWIDE FIDELITY ADVISOR VARIABLE ACCOUNT

                    NOTES TO FINANCIAL STATEMENTS, CONTINUED
<TABLE>
<CAPTION>

                                                                                                        ANNUAL
                                                             UNITS         UNIT VALUE                  RETURN(c)
                                                          ----------      ------------                ----------
<S>                                                          <C>           <C>          <C>            <C>

         Fidelity VIP-II - Asset Manager
         Growth Portfolio: Service Class:
            Tax qualified.............................        35,123       12.837906      450,906           14%
            Non-tax qualified.........................        60,669       12.837906      778,863           14%
         Fidelity VIP-II -
         Contrafund Portfolio: Service Class:
            Tax qualified.............................       112,426       15.390001    1,730,236           23%
            Non-tax qualified.........................       213,961       15.390001    3,292,860           23%
         Fidelity VIP-III -
         Balanced Portfolio: Service Class:
            Tax qualified.............................        71,054       11.708369      831,926            3%
            Non-tax qualified.........................       133,286       11.708369    1,560,562            3%
         Fidelity VIP-III - Growth and Income
         Portfolio: Service Class:
            Tax qualified.............................       152,587        13.36177    2,038,832            8%
            Non-tax qualified.........................       295,741        13.36177    3,951,623            8%
         Fidelity VIP-III - Growth Opportunities
         Portfolio: Service Class:
            Tax qualified.............................       290,728       12.293685    3,574,118            3%
            Non-tax qualified.........................       433,732       12.293685    5,332,165            3%

         Fidelity Vip-III -
         Mid Cap Portfolio: Service Class:
            Tax qualified............................         21,916        14.62939      320,618           46%(b)
            Non-tax qualified........................         10,769        14.62939      157,544           46%(b)

      ASSET FEE @ 1.10 RATE:

         Fidelity VIP - Money Market Portfolio:
            Tax qualified............................          2,487       10.273279       25,550            3%(a)
         Fidelity VIP-II - Index 500 Portfolio:
            Tax qualified............................         12,510       10.838507      135,590            8%(a)
            Non-tax qualified........................          6,221       10.838507       67,426            8%(a)
         Fidelity VIP-II -
         Investment Grade Bond Portfolio:
            Tax qualified............................         11,323        9.813933      111,123           (2)%(a)
            Non-tax qualified........................          6,219        9.813933       61,033           (2)%(a)
         Fidelity VIP -
         Equity-Income Portfolio: Service Class:
            Tax qualified............................          7,287        9.347646       68,116           (7)%(a)
            Non-tax qualified........................          1,926        9.347646       18,004           (7)%(a)
         Fidelity VIP -
         Growth Portfolio: Service Class:
            Tax qualified............................         12,175       12.372047      150,630           24%(a)
            Non-tax qualified........................          1,987       12.372047       24,583           24%(a)
         Fidelity VIP -
         High Income Portfolio: Service Class:
            Tax qualified............................          4,712        9.711691       45,761           (3)%(a)
            Non-tax qualified........................          4,502        9.711691       43,722           (3)%(a)
</TABLE>
<PAGE>   21
<TABLE>
<CAPTION>

                                                                                                        ANNUAL
                                                             UNITS         UNIT VALUE                  RETURN(c)
                                                          ----------      ------------                ----------
<S>                                                          <C>           <C>          <C>            <C>

         Fidelity VIP -
         Overseas Portfolio: Service Class:
            Tax qualified............................          2,518       13.111592       33,015           31%(a)
         Fidelity VIP-II - Asset Manager
         Growth Portfolio: Service Class:
            Tax qualified............................          3,541       10.846645       38,408            8%(a)
            Non-tax qualified........................            976       10.846645       10,586            8%(a)
         Fidelity VIP-II -
         Contrafund Portfolio: Service Class:
            Tax qualified............................          8,180       11.323961       92,630           13%(a)
            Non-tax qualified........................          2,518       11.323961       28,514           13%(a)
         Fidelity VIP-III -
         Balanced Portfolio: Service Class:
            Tax qualified............................         10,428         9.77361      101,919           (2)%(a)
            Non-tax qualified........................          2,856         9.77361       27,913           (2)%(a)
         Fidelity VIP-III - Growth and Income
         Portfolio: Service Class:
            Tax qualified............................         13,370       10.061118      134,517            1%(a)
            Non-tax qualified........................          1,659       10.061118       16,691            1%(a)
         Fidelity VIP-III - Growth Opportunities
         Portfolio: Service Class:
            Tax qualified............................         15,297        9.909749      151,589           (1)%(a)
            Non-tax qualified........................          4,111        9.909749       40,739           (1)%(a)
         Fidelity VIP-III -
         Mid Cap Portfolio: Service Class:
            Tax qualified............................             77       13.502242        1,040           35%(a)

      ASSET FEE @ 1.15 RATE:

         Fidelity Vip - Money Market Portfolio:
            Tax qualified............................         12,006        10.26979      123,299            3%(a)
         Fidelity VIP-II - Index 500 Portfolio:
            Tax qualified............................          2,318       10.834863       25,115            8%(a)
         Fidelity VIP-II -
         Investment Grade Bond Portfolio:
            Tax qualified............................          4,162        9.810644       40,832           (2)%(a)
         Fidelity VIP -
         Equity-Income Portfolio: Service Class:
            Tax qualified............................          3,388        9.344503       31,659           (7)%(a)
         Fidelity VIP -
         Growth Portfolio: Service Class:
            Tax qualified............................          8,021         12.3679       99,203           24%(a)
            Non-tax qualified........................         39,902         12.3679      493,504           24%(a)
         Fidelity VIP -
         High Income Portfolio: Service Class:
            Tax qualified............................          1,531        9.708435       14,864           (3)%(a)
         Fidelity VIP -
         Overseas Portfolio: Service Class:
            Tax qualified............................            244        13.10719        3,198           31%(a)
</TABLE>

                                                                     (Continued)
<PAGE>   22
<TABLE>
<CAPTION>

                                      NATIONWIDE FIDELITY ADVISOR VARIABLE ACCOUNT

                                        NOTES TO FINANCIAL STATEMENTS, CONTINUED

                                                                                                        ANNUAL
                                                             UNITS         UNIT VALUE                  RETURN(c)
                                                          ----------      ------------                ----------
<S>                                                          <C>           <C>          <C>            <C>


         Fidelity VIP-II -
         Asset Manager Portfolio: Service Class:
            Tax qualified..............................        4,567       10.596211       48,393            6%(a)
         Fidelity VIP-II -
         Contrafund Portfolio: Service Class:
            Tax qualified..............................        2,663       11.320167       30,146           13%(a)
            Non-tax qualified..........................       49,325       11.320167      558,367           13%(a)
         Fidelity VIP-III -
         Balanced Portfolio: Service Class:
            Tax qualified..............................        8,159        9.770329       79,716           (2)%(a)
         Fidelity VIP-III - Growth and Income
         Portfolio: Service Class:
            Tax qualified..............................        3,405       10.057746       34,247            1%(a)
            Non-tax qualified..........................       29,185       10.057746      293,535            1%(a)
         Fidelity VIP-III - Growth Opportunities
         Portfolio: Service Class:
            Tax qualified..............................        9,376        9.906423       92,883           (1)%(a)
            Non-tax qualified..........................       21,582        9.906423      213,800           (1)%(a)

      ASSET FEE @ 1.20 RATE:

         Fidelity VIP - Money Market Portfolio:
            Tax qualified..............................          257       10.266304        2,638            3%(a)
         Fidelity VIP-II - Index 500 Portfolio:
            Tax qualified..............................        1,951        10.83123       21,132            8%(a)
            Non-tax qualified..........................        4,626        10.83123       50,105            8%(a)
         Fidelity VIP-II -
         Investment Grade Bond Portfolio:
            Tax qualified..............................          504        9.807349        4,943           (2)%(a)
            Non-tax qualified..........................          122        9.807349        1,196           (2)%(a)

         Fidelity Vip -
         Equity-income Portfolio: Service Class:
            Tax qualified..............................        1,430        9.341371       13,358           (7)%(a)
            Non-tax qualified..........................          991        9.341371        9,257           (7)%(a)
         Fidelity VIP -
         Growth Portfolio: Service Class:
            Tax qualified..............................        1,660       12.363757       20,524           24%(a)
            Non-tax qualified..........................        2,283       12.363757       28,226           24%(a)
         Fidelity VIP -
         High Income Portfolio: Service Class:
            Tax qualified..............................        1,211         9.70517       11,753           (3)%(a)
            Non-tax qualified..........................          535         9.70517        5,192           (3)%(a)
         Fidelity VIP -
         Overseas Portfolio: Service Class:
            Tax qualified..............................          284       13.102821        3,721           31%(a)
            Non-tax qualified..........................          881       13.102821       11,544           31%(a)
         Fidelity VIP-II - Asset Manager
         Growth Portfolio: Service Class:
            Non-tax qualified..........................          420       10.839384        4,553            8%(a)
</TABLE>
<PAGE>   23
<TABLE>
<CAPTION>

                                                                                                        ANNUAL
                                                             UNITS         UNIT VALUE                  RETURN(C)
                                                          ----------      ------------                ----------
<S>                                                          <C>           <C>          <C>            <C>

         Fidelity VIP-II -
         Contrafund Portfolio: Service Class:
            Tax qualified.............................           685       11.316365        7,752           13%(a)
            Non-tax qualified.........................         2,726       11.316365       30,848           13%(a)
         Fidelity VIP-III -
         Balanced Portfolio: Service Class:
            Tax qualified.............................           151        9.767051        1,475           (2)%(a)
            Non-tax qualified.........................           106        9.767051        1,035           (2)%(a)
         Fidelity VIP-III - Growth and Income
         Portfolio: Service Class:
            Tax qualified.............................           577       10.054379        5,801            1%(a)
            Non-tax qualified.........................         4,593       10.054379       46,180            1%(a)
         Fidelity VIP-III - Growth Opportunities
         Portfolio: Service Class:
            Tax qualified.............................         3,926        9.903104       38,880           (1)%(a)
            Non-tax qualified.........................         2,978        9.903104       29,491           (1)%(a)
         Fidelity VIP-III -
         Mid Cap Portfolio: Service Class:
            Tax qualified.............................            31       13.493199          418           35%(a)
            Non-tax qualified.........................           499       13.493199        6,733           35%(a)

      ASSET FEE @ 1.25 RATE:
         Fidelity VIP-II - Index 500 Portfolio:
            Tax qualified.............................           803       10.827599        8,695            8%(a)
            Non-tax qualified.........................           573       10.827599        6,204            8%(a)
         Fidelity VIP-II -
         Investment Grade Bond Portfolio:
            Non-tax qualified.........................         5,985        9.804059       58,677           (2)%(a)
         Fidelity VIP -
         Equity-Income Portfolio: Service Class:
            Tax qualified.............................           257        9.338236        2,400           (7)%(a)
            Non-tax qualified.........................           980        9.338236        9,151           (7)%(a)
         Fidelity VIP -
         Growth Portfolio: Service Class:
            Tax qualified.............................           673        12.35961        8,318           24%(a)
            Non-tax qualified.........................         1,395        12.35961       17,242           24%(a)

         Fidelity Vip -
         High Income Portfolio: Service Class:
            Tax qualified.............................           326        9.701921        3,163           (3)%(a)
            Non-tax qualified.........................         1,924        9.701921       18,666           (3)%(a)
         Fidelity VIP -
         Overseas Portfolio: Service Class:
            Non-tax qualified.........................            32       13.098422          419           31%(a)
         Fidelity VIP-II -
         Asset Manager Portfolio: Service Class:
            Non-tax qualified.........................         3,092       10.589098       32,741            6%(a)
         Fidelity VIP-II - Asset Manager
         Growth Portfolio: Service Class:
            Tax qualified.............................           263       10.835743        2,850            8%(a)
            Non-tax qualified.........................           246       10.835743        2,666            8%(a)
</TABLE>

                                                                     (Continued)
<PAGE>   24

                  NATIONWIDE FIDELITY ADVISOR VARIABLE ACCOUNT

                    NOTES TO FINANCIAL STATEMENTS, CONTINUED
<TABLE>
<CAPTION>

                                                                                                        ANNUAL
                                                             UNITS         UNIT VALUE                  RETURN(c)
                                                          ----------      ------------                ----------
<S>                                                          <C>           <C>          <C>            <C>


         Fidelity VIP-II -
         Contrafund Portfolio: Service Class:
            Tax qualified............................          1,562       11.312579       17,670           13%(a)
            Non-tax qualified........................          2,319       11.312579       26,234           13%(a)
         Fidelity VIP-III -
         Balanced Portfolio: Service Class:
            Tax qualified............................            127        9.763773        1,240           (2)%(a)
            Non-tax qualified........................          1,506        9.763773       14,704           (2)%(a)
         Fidelity VIP-III - Growth and Income
         Portfolio: Service Class:
            Tax qualified............................          1,485          10.051       14,926            1%(a)
            Non-tax qualified........................          2,033          10.051       20,434            1%(a)
         Fidelity VIP-III - Growth Opportunities
         Portfolio: Service Class:
            Tax qualified............................            995         9.89977        9,850           (1)%(a)
            Non-tax qualified........................          1,977         9.89977       19,572           (1)%(a)
         Fidelity VIP-III -
         Mid Cap Portfolio: Service Class:
            Non-tax qualified........................             42       13.488675          567           35%(a)

      ASSET FEE @ 1.30 RATE:

         Fidelity VIP - Equity-Income Portfolio:
            Tax qualified............................        183,447       14.172629    2,599,926            5%
            Non-tax qualified........................        156,154       14.172629    2,213,113            5%
         Fidelity VIP - Growth Portfolio:
            Tax qualified............................        219,941       21.704997    4,773,819           36%
            Non-tax qualified........................        231,950       21.704997    5,034,474           36%
         Fidelity VIP - High Income Portfolio:
            Tax qualified............................        417,032       11.968494    4,991,245            7%
            Non-tax qualified........................        335,122       11.968494    4,010,906            7%
         Fidelity VIP - Money Market Portfolio:
            Tax qualified............................        292,257       11.321684    3,308,841            4%
            Non-tax qualified........................        138,223       11.321684    1,564,917            4%
         Fidelity VIP - Overseas Portfolio:
            Tax qualified............................        299,712       18.146675    5,438,776           41%
            Non-tax qualified........................        215,144       18.146675    3,904,148           41%
         Fidelity VIP-II - Asset Manager Portfolio:
         Tax qualified...............................         31,342       14.520553      455,103           10%
            Non-tax qualified........................         36,449       14.520553      529,260           10%
         Fidelity VIP-II -
         Asset Manager Growth Portfolio:
            Tax qualified............................         31,321       15.777489      494,167           14%
            Non-tax qualified........................         31,916       15.777489      503,554           14%
         Fidelity VIP-II - Contrafund Portfolio:
            Tax qualified............................        314,209       18.477393    5,805,763           23%
            Non-tax qualified........................        225,052       18.477393    4,158,374           23%
</TABLE>
<PAGE>   25
<TABLE>
<CAPTION>

                                                                                                        ANNUAL
                                                             UNITS         UNIT VALUE                  RETURN(c)
                                                          ----------      ------------                ----------
<S>                                                          <C>           <C>          <C>            <C>

         Fidelity VIP-II - Index 500 Portfolio:
            Tax qualified............................        269,118       18.841144    5,070,491           19%
            Non-tax qualified........................        164,955       18.841144    3,107,941           19%
         Fidelity VIP-II -
         Investment Grade Bond Portfolio:
            Tax qualified............................        173,026       11.362789    1,966,058           (2)%
            Non-tax qualified........................         91,053       11.362789    1,034,616           (2)%
         Fidelity VIP-III - Balanced Portfolio:
            Tax qualified............................        481,305       17.636796    8,488,678            3%
            Non-tax qualified........................        367,940       17.636796    6,489,283            3%
         Fidelity VIP-III -
         Growth and Income Portfolio:
            Tax qualified............................        158,200       17.037809    2,695,381            8%
            Non-tax qualified........................        126,435       17.037809    2,154,175            8%
         Fidelity VIP-III -
         Growth Opportunities Portfolio:
            Tax qualified............................      1,413,840       24.792904   35,053,199            3%
            Non-tax qualified........................      1,475,385       24.792904   36,579,079            3%
         Fidelity VIP-III - Mid Cap Portfolio:
            Tax qualified............................          9,645       14.603095      140,847           46%(b)
            Non-tax qualified........................          8,821       14.603095      128,814           46%(b)
         Fidelity VIP - Equity-Income Portfolio:
            Service Class:
            Tax qualified............................            341        9.335095        3,183           (7)%(a)
         Fidelity VIP -
         Growth Portfolio: Service Class:
            Tax qualified............................            673       12.355467        8,315           24%(a)
            Non-tax qualified........................            754       12.355467        9,316           24%(a)
         Fidelity VIP-II - Asset Manager
         Growth Portfolio: Service Class:
            Tax qualified............................          1,035        10.83211       11,211            8%(a)
            Non-tax qualified........................            235        10.83211        2,546            8%(a)
         Fidelity VIP-II -
         Contrafund Portfolio: Service Class:
            Tax qualified............................            530       11.308771        5,994           13%(a)
            Non-tax qualified........................            434       11.308771        4,908           13%(a)
         Fidelity VIP-III - Growth and Income
         Portfolio: Service Class:
            Tax qualified............................            173       10.047615        1,738            0%(a)
         Fidelity VIP-III - Growth Opportunities
         Portfolio: Service Class:
         Tax qualified...............................            531        9.896444        5,255           (1)%(a)

      ASSET FEE @ 1.40 RATE:

         Fidelity VIP - Equity-Income Portfolio:
            Tax qualified............................      1,695,231        14.13039   23,954,275            5%
            Non-tax qualified........................      3,019,886        14.13039   42,672,167            5%
         Fidelity VIP - Growth Portfolio:
            Tax qualified............................      1,601,216       21.640361   34,650,892           36%
            Non-tax qualified........................      3,499,888       21.640361   75,738,840           36%
</TABLE>


                                                                     (Continued)
<PAGE>   26

<TABLE>
<CAPTION>

                  NATIONWIDE FIDELITY ADVISOR VARIABLE ACCOUNT

                    NOTES TO FINANCIAL STATEMENTS, CONTINUED

                                                                                                        ANNUAL
                                                             UNITS         UNIT VALUE                  RETURN(c)
                                                          ----------      ------------                ----------
<S>                                                          <C>           <C>          <C>            <C>


         Fidelity VIP - High Income Portfolio:
            Tax qualified............................      3,512,241        11.93018   41,901,667            7%
            Non-tax qualified........................      7,547,236        11.93018   90,039,884            7%
         Fidelity VIP - Money Market Portfolio:
            Tax qualified............................      1,547,965       11.285433   17,469,455            4%
            Non-tax qualified........................      3,063,912       11.285433   34,577,574            4%
         Fidelity VIP - Overseas Portfolio:
            Tax qualified............................      1,594,341        18.08863   28,839,444           41%
            Non-tax qualified........................      3,514,876        18.08863   63,579,291           41%
         Fidelity VIP-II - Asset Manager Portfolio:
            Tax qualified............................        405,505       14.477303    5,870,619           10%
            Non-tax qualified........................        824,691       14.477303   11,939,301           10%
         Fidelity VIP-II -
         Asset Manager Growth Portfolio:
            Tax qualified............................        279,404       15.730503    4,395,165           14%
            Non-tax qualified........................        629,730       15.730503    9,905,970           14%
         Fidelity VIP-II - Contrafund Portfolio:
            Tax qualified............................      2,003,071       18.422344   36,901,263           23%
            Non-tax qualified........................      4,068,308       18.422344   74,947,769           23%
         Fidelity VIP-II - Index 500 Portfolio:
            Tax qualified............................      1,356,953       18.785022   25,490,392           19%
            Non-tax qualified........................      2,905,306       18.785022   54,576,237           19%
         Fidelity VIP-II -
         Investment Grade Bond Portfolio:
            Tax qualified............................      1,254,764       11.326409   14,211,970           (2)%
            Non-tax qualified........................      2,233,065       11.326409.  25,292,608           (2)%
         Fidelity VIP-III - Balanced Portfolio:
            Tax qualified...........................       2,352,156        17.54785.  41,275,281            3%
            Non-tax qualified.......................       5,436,492        17.54785   95,398,746            3%
         Fidelity VIP-III -
         Growth and Income Portfolio:
            Tax qualified...........................       1,145,440       16.987037   19,457,632            8%
            Non-tax qualified.......................       2,718,399       16.987037   46,177,544            8%
         Fidelity VIP-III -
         Growth Opportunities Portfolio:
            Tax qualified...........................       7,527,710       24.667851  185,692,429            3%
            Non-tax qualified.......................      17,920,089       24.667851  442,050,085            3%
         Fidelity VIP -
         Equity-Income Portfolio: Service Class:
         Non-tax qualified..........................             887        9.328815        8,275           (7)%(a)
         Fidelity VIP -
         Growth Portfolio: Service Class:
            Tax qualified...........................           4,046       12.347169       49,957           23%(a)
            Non-tax qualified.......................           1,119       12.347169       13,816           23%(a)
         Fidelity VIP -
         High Income Portfolio: Service Class:
            Non-tax qualified.......................             107        9.692137        1,037           (3)%(a)
</TABLE>
<PAGE>   27


<TABLE>
<CAPTION>

                                                                                                        ANNUAL
                                                             UNITS         UNIT VALUE                  RETURN(c)
                                                          ----------      ------------                ----------
<S>                                                          <C>           <C>          <C>            <C>



         Fidelity VIP -
         Overseas Portfolio: Service Class:
            Tax qualified.............................         2,046       13.085254       26,772           31%(a)
            Non-tax qualified.........................           202       13.085254        2,643           31%(a)
         Fidelity VIP-II - Asset Manager
         Growth Portfolio: Service Class:
            Non-tax qualified.........................           219       10.824826        2,371            8%(a)
         Fidelity VIP-II -
         Contrafund Portfolio: Service Class:
            Tax qualified.............................           210       11.301172        2,373           13%(a)
            Non-tax qualified.........................           101       11.301172        1,141           13%(a)
         Fidelity VIP-III -
         Balanced Portfolio: Service Class:
            Non-tax qualified.........................         3,154        9.753925       30,764           (2)%(a)
         Fidelity VIP-III - Growth and Income
         Portfolio: Service Class:
            Tax qualified.............................         1,435       10.040866       14,409            0%(a)
            Non-tax qualified.........................         4,769       10.040866       47,885            0%(a)
         Fidelity VIP-III - Growth Opportunities
         Portfolio: Service Class:
            Tax qualified.............................        11,626        9.889792      114,979           (1)%(a)
            Non-tax qualified.........................         7,514        9.889792       74,312           (1)%(a)

      ASSET FEE @ 1.45 RATE:

         Fidelity VIP - Equity-Income Portfolio:
            Tax qualified.............................        60,593       11.913142      721,853            5%
            Non-tax qualified.........................       146,671       11.913142    1,747,312            5%
         Fidelity VIP - Growth Portfolio:
            Tax qualified.............................        78,768       18.667172    1,470,376           35%
            Non-tax qualified.........................       218,645       18.667172    4,081,484           35%
         Fidelity VIP - High Income Portfolio:
            Tax qualified.............................        79,734       10.176069      811,379            7%
            Non-tax qualified.........................       123,514       10.176069    1,256,887            7%
         Fidelity VIP - Money Market Portfolio:
            Tax qualified.............................        41,696       10.844055      452,154            4%
            Non-tax qualified.........................        51,072       10.844055      553,828            4%
         Fidelity VIP - Overseas Portfolio:
            Tax qualified.............................        25,983       15.453729      401,534           41%
            Non-tax qualified.........................        39,558       15.453729      611,319           41%
         Fidelity VIP-II - Asset Manager Portfolio:
            Tax qualified.............................        21,912       12.673141      277,694            9%
            Non-tax qualified.........................        35,532       12.673141      450,302            9%

         Fidelity VIP-II -
         Asset Manager Growth Portfolio:
            Tax qualified.............................        11,295       13.476375      152,216           14%
            Non-tax qualified.........................        12,166       13.476375      163,954           14%
         Fidelity VIP-II - Contrafund Portfolio:
            Tax qualified.............................        54,385       15.610339      848,968           22%
            Non-tax qualified.........................       128,262       15.610339    2,002,213           22%
</TABLE>


                                                                     (Continued)
<PAGE>   28

                  NATIONWIDE FIDELITY ADVISOR VARIABLE ACCOUNT

                    NOTES TO FINANCIAL STATEMENTS, CONTINUED
<TABLE>
<CAPTION>

                                                                                                        ANNUAL
                                                             UNITS         UNIT VALUE                  RETURN(c)
                                                          ----------      ------------                ----------
<S>                                                          <C>           <C>          <C>            <C>


         Fidelity VIP-II - Index 500 Portfolio:
            Tax qualified..............................       46,530        15.51665      721,990           19%
            Non-tax qualified..........................      128,027        15.51665    1,986,550           19%
         Fidelity VIP-II -
         Investment Grade Bond Portfolio:
            Tax qualified..............................       13,862       10.613518      147,125           (2)%
            Non-tax qualified..........................       52,808       10.613518      560,479           (2)%
         Fidelity VIP-III - Balanced Portfolio:
            Tax qualified..............................       27,944       12.270926      342,899            3%
            Non-tax qualified..........................       74,853       12.270926      918,516            3%
         Fidelity VIP-III -
         Growth and Income Portfolio:
            Tax qualified..............................       56,050       14.295582      801,267            8%
            Non-tax qualified..........................       97,471       14.295582    1,393,405            8%
         Fidelity VIP-III -
         Growth Opportunities Portfolio:
            Tax qualified..............................      151,722        13.11468    1,989,785            3%
            Non-tax qualified..........................      312,763        13.11468    4,101,787            3%
         Fidelity VIP -
         Equity-Income Portfolio: Service Class:
            Tax qualified..............................        3,290         9.32567      330,681           (7)%(a)
            Non-tax qualified..........................          180        9.325673        1,679           (7)%(a)
         Fidelity VIP -
         Growth Portfolio: Service Class:
            Tax qualified..............................        2,607        12.34302       32,178           23%(a)
         Fidelity VIP -
         Overseas Portfolio: Service Class:
            Tax qualified..............................        1,262       13.080864       16,508           31%(a)
         Fidelity VIP-II -
         Contrafund Portfolio: Service Class:
            Tax qualified..............................        2,852       11.297372       32,220           13%(a)
         Fidelity VIP-III -
         Balanced Portfolio: Service Class:
            Non-tax qualified..........................          115        9.750647       1,121           (2)%(a)
         Fidelity VIP-III - Growth and Income
         Portfolio: Service Class:
            Non-tax qualified..........................          284       10.037482       2,851            0%(a)
         Fidelity VIP-III - Growth Opportunities
         Portfolio: Service Class:
            Tax qualified..............................        3,120        9.886469       30,846           (1)%(a)
         Fidelity VIP-III -
         Mid Cap Portfolio: Service Class:
            Tax qualified..............................        1,246        13.47058       16,784           35%(a)

      ASSET FEE @ 1.50 RATE:

         Fidelity VIP - Equity-income Portfolio:
            Tax qualified..............................       28,206       11.900112      335,655            5%
            Non-tax qualified..........................       31,200       11.900112      371,283            5%
</TABLE>
<PAGE>   29

<TABLE>
<CAPTION>

                                                                                                        ANNUAL
                                                             UNITS         UNIT VALUE                  RETURN(c)
                                                          ----------      ------------                ----------
<S>                                                          <C>           <C>          <C>            <C>


         Fidelity VIP - Growth Portfolio:
            Tax qualified.............................        37,563       18.646776      700,429           35%
            Non-tax qualified.........................        30,852       18.646776      575,290           35%
         Fidelity VIP - High Income Portfolio:
            Tax qualified.............................        30,522       10.164929      310,254            7%
            Non-tax qualified.........................        36,652       10.164929      372,565            7%
         Fidelity VIP - Money Market Portfolio:
            Tax qualified.............................        25,144       10.832134      272,363            4%
            Non-tax qualified.........................        23,877       10.832134      258,639            4%
         Fidelity VIP - Overseas Portfolio:
            Tax qualified.............................         7,933       15.436822      122,460           40%
            Non-tax qualified.........................         8,015       15.436822      123,726           40%
         Fidelity VIP-II - Asset Manager Portfolio:
            Tax qualified.............................         2,118       12.659254       26,812            9%
            Non-tax qualified.........................        14,021       12.659254      177,495            9%
         Fidelity VIP-II -
         Asset Manager Growth Portfolio:
            Tax qualified.............................         3,397       13.461613       45,729           14%
            Non-tax qualified.........................         6,520       13.461613       87,770           14%
         Fidelity VIP-II - Contrafund Portfolio:
            Tax qualified                                     12,643        15.59326      197,146           22%
            Non-tax qualified........................         23,346        15.59326      364,040           22%
         Fidelity VIP-II - Index 500 Portfolio:
            Tax qualified............................         18,621       15.499687      288,620           19%
            Non-tax qualified........................         40,822       15.499687      632,728           19%
         Fidelity VIP-II -
         Investment Grade Bond Portfolio:
            Tax qualified............................          9,870       10.601902      104,641           (3)%
            Non-tax qualified........................          9,188       10.601902       97,410           (3)%
         Fidelity VIP-III - Balanced Portfolio:
            Tax qualified............................          2,319       12.257491       28,425            3%
            Non-tax qualified........................         20,233       12.257491      248,006            3%
         Fidelity VIP-III -
         Growth and Income Portfolio:
            Tax qualified............................         11,738       14.279936      167,618            8%
            Non-tax qualified........................         29,850       14.279936      426,256            8%
         Fidelity VIP-III -
         Growth Opportunities Portfolio:
            Tax qualified............................         84,838       13.100322    1,111,405            3%
            Non-tax qualified........................         76,283       13.100322      999,332            3%
         Fidelity VIP -
         Growth Portfolio: Service Class:
            Tax qualified............................            866       12.338879       10,685           23%(a)
            Non-tax qualified........................            271       12.338879        3,344           23%(a)
         Fidelity VIP -
         High Income Portfolio: Service Class:
         Tax qualified...............................            267        9.685624        2,586           (3)%(a)
         Fidelity VIP -
         Overseas Portfolio: Service Class:
            Tax qualified............................            255       13.076471        3,335           31%(a)
</TABLE>

                                                                     (Continued)
<PAGE>   30

                  NATIONWIDE FIDELITY ADVISOR VARIABLE ACCOUNT

                    NOTES TO FINANCIAL STATEMENTS, CONTINUED
<TABLE>
<CAPTION>

                                                                                                        ANNUAL
                                                             UNITS         UNIT VALUE                  RETURN(c)
                                                          ----------      ------------                ----------
<S>                                                          <C>           <C>              <C>            <C>


         Fidelity VIP-II -
         Contrafund Portfolio: Service Class:
            Tax qualified...............................         265        11.29358            2,993           13%(a)
            Non-tax qualified...........................         300        11.29358            3,388           13%(a)
         Fidelity VIP-III - Growth and Income
         Portfolio: Service Class:
            Tax qualified...............................         530       10.034112            5,318            0%(a)
         Fidelity VIP-III - Growth Opportunities
         Portfolio: Service Class:
            Tax qualified...............................         648        9.883134            6,404           (1)%(a)
         Fidelity VIP-III -
         Mid Cap Portfolio: Service Class:
            Non-tax qualified...........................          85       13.466052            1,145           35%(a)

      ASSET FEE @ 1.60 RATE:

         Fidelity VIP-II - Index 500 Portfolio:
            Tax qualified...............................         765       10.802136            8,264            8%(a)
         Fidelity VIP -
         Growth Portfolio: Service Class:
            Tax qualified...............................         539       12.330569            6,646           23%(a)
         Fidelity VIP-II -
         Contrafund Portfolio: Service Class:
            Tax qualified...............................         572       11.285979            6,456           13%(a)

      ASSET FEE @ 1.65 RATE:

         Fidelity VIP-II - Index 500 Portfolio:
            Tax qualified...............................         271       10.798506            2,926            8%(a)
         Fidelity VIP-II -
         Contrafund Portfolio: Service Class:
            Tax qualified...............................         397       11.282174            4,479           13%(a)

      ASSET FEE @ 1.85 RATE:

         Fidelity VIP-II - Index 500 Portfolio:
            Non-tax qualified...........................         253       10.783929           2,728            8%(a)
         Fidelity VIP-II -
         Contrafund Portfolio: Service Class:
            Non-tax qualified...........................         253       11.266962            2,851           13%(a)
         Reserves for annuity contracts in payout phase:
            Tax qualified...............................                                       35,491
            Non-tax qualified...........................                                      368,949
                                                                                      ---------------
                                                                                      $ 2,321,489,033
                                                                                      ===============
</TABLE>


(a)  Non-annualized. The return was computed for the period 5/03/1999 (effective
     date) through 12/31/1999.
(b)  Non-annualized. The return was computed for the period 1/11/1999 (effective
     date) through 12/31/1999.
(c)  The annual return does not include contract charges satisfied by
     surrendering units.

--------------------------------------------------------------------------------

<PAGE>   125

<PAGE>   1
                          INDEPENDENT AUDITORS' REPORT


The Board of Directors
Nationwide Life Insurance Company:


We have audited the accompanying consolidated balance sheets of Nationwide Life
Insurance Company and subsidiaries (collectively the Company), a wholly owned
subsidiary of Nationwide Financial Services, Inc., as of December 31, 1999 and
1998, and the related consolidated statements of income, shareholder's equity
and cash flows for each of the years in the three-year period ended December 31,
1999. These consolidated financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
consolidated financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Nationwide Life
Insurance Company and subsidiaries as of December 31, 1999 and 1998, and the
results of their operations and their cash flows for each of the years in the
three-year period ended December 31, 1999, in conformity with generally accepted
accounting principles.






Columbus, Ohio
January 28, 2000
<PAGE>   2
               NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
       (a wholly owned subsidiary of Nationwide Financial Services, Inc.)

                           Consolidated Balance Sheets

                     (in millions, except per share amounts)

<TABLE>
<CAPTION>

                                                                                  December 31,
                                                                         -----------------------------
                                     Assets                                1999                1998
                                     ------                              ---------           ---------
<S>                                                                      <C>                 <C>
Investments:
  Securities available-for-sale, at fair value:
    Fixed maturity securities                                            $15,294.0           $14,245.1
    Equity securities                                                         92.9               127.2
  Mortgage loans on real estate, net                                       5,786.3             5,328.4
  Real estate, net                                                           254.8               243.6
  Policy loans                                                               519.6               464.3
  Other long-term investments                                                 73.8                44.0
  Short-term investments                                                     416.0               289.1
                                                                         ---------           ---------
                                                                          22,437.4            20,741.7
                                                                         ---------           ---------

Cash                                                                           4.8                 3.4
Accrued investment income                                                    238.6               218.7
Deferred policy acquisition costs                                          2,554.1             2,022.2
Other assets                                                                 305.9               420.3
Assets held in separate accounts                                          67,135.1            50,935.8
                                                                         ---------           ---------
                                                                         $92,675.9           $74,342.1
                                                                         =========           =========

                         Liabilities and Shareholder's Equity
                         ------------------------------------

Future policy benefits and claims                                        $21,861.6           $19,767.1
Other liabilities                                                            914.2               866.1
Liabilities related to separate accounts                                  67,135.1            50,935.8
                                                                         ---------           ---------
                                                                          89,910.9            71,569.0
                                                                         ---------           ---------

Commitments and contingencies (notes 8 and 13)

Shareholder's equity:
  Common stock, $1 par value.  Authorized 5.0 million shares;
    3.8 million shares issued and outstanding                                  3.8                 3.8
  Additional paid-in capital                                                 766.1               914.7
  Retained earnings                                                        2,011.0             1,579.0
  Accumulated other comprehensive income                                     (15.9)              275.6
                                                                         ---------           ---------
                                                                           2,765.0             2,773.1
                                                                         ---------           ---------
                                                                         $92,675.9           $74,342.1
                                                                         =========           =========
</TABLE>

See accompanying notes to consolidated financial statements.
<PAGE>   3
               NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
       (a wholly owned subsidiary of Nationwide Financial Services, Inc.)

                        Consolidated Statements of Income

                                  (in millions)

<TABLE>
<CAPTION>

                                                                            Years ended December 31,
                                                                ---------------------------------------------
                                                                  1999               1998              1997
                                                                --------           --------          --------

<S>                                                             <C>                <C>               <C>
Revenues:
  Policy charges                                                $  895.5           $  698.9          $  545.2
  Life insurance premiums                                          220.8              200.0             205.4
  Net investment income                                          1,520.8            1,481.6           1,409.2
  Realized (losses) gains on investments                           (11.6)              28.4              11.1
  Other                                                             66.1               66.8              46.5
                                                                --------           --------          --------
                                                                 2,691.6            2,475.7           2,217.4
                                                                --------           --------          --------
Benefits and expenses:
  Interest credited to policyholder account balances             1,096.3            1,069.0           1,016.6
  Other benefits and claims                                        210.4              175.8             178.2
  Policyholder dividends on participating policies                  42.4               39.6              40.6
  Amortization of deferred policy acquisition costs                272.6              214.5             167.2
  Other operating expenses                                         463.4              419.7             384.9
                                                                --------           --------          --------
                                                                 2,085.1            1,918.6           1,787.5
                                                                --------           --------          --------

    Income before federal income tax expense                       606.5              557.1             429.9

Federal income tax expense                                         201.4              190.4             150.2
                                                                --------           --------          --------

    Net income                                                  $  405.1           $  366.7          $  279.7
                                                                ========           ========          ========

</TABLE>

See accompanying notes to consolidated financial statements.
<PAGE>   4
               NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
       (a wholly owned subsidiary of Nationwide Financial Services, Inc.)

                 Consolidated Statements of Shareholder's Equity

                  Years ended December 31, 1999, 1998 and 1997
                                  (in millions)

<TABLE>
<CAPTION>

                                                                                                  Accumulated
                                                                Additional                           other              Total
                                                  Common         paid-in           Retained       comprehensive      shareholder's
                                                  stock          capital           earnings          income             equity
                                                 --------        --------         ----------         --------         ----------
<S>                                              <C>             <C>              <C>                <C>              <C>
December 31, 1996                                  $  3.8        $  527.9           $1,432.6           $173.6           $2,137.9

Comprehensive income:
    Net income                                         --              --              279.7               --              279.7
    Net unrealized gains on securities
      available-for-sale arising during
      the year                                         --              --                 --             73.5               73.5
                                                                                                                        --------
  Total comprehensive income                                                                                               353.2
                                                                                                                        --------
Capital contribution                                   --           836.8                 --               --              836.8
                                                                                                                        --------
Dividend to shareholder                                --          (450.0)            (400.0)              --             (850.0)
                                                   ------        --------           --------           ------           --------
December 31, 1997                                     3.8           914.7            1,312.3            247.1            2,477.9

Comprehensive income:
    Net income                                         --              --              366.7               --              366.7
    Net unrealized gains on securities
      available-for-sale arising during
      the year                                         --              --                 --             28.5               28.5
                                                                                                                        --------
  Total comprehensive income                                                                                               395.2
                                                                                                                        --------
Dividend to shareholder                                --              --             (100.0)              --             (100.0)
                                                   ------        --------           --------           ------           --------
December 31, 1998                                     3.8           914.7            1,579.0            275.6            2,773.1

Comprehensive income:
    Net income                                         --              --              405.1               --              405.1
    Net unrealized losses on securities
      available-for-sale arising during
      the year                                         --              --                 --           (315.0)            (315.0)
                                                                                                                        --------
  Total comprehensive income                                                                                                90.1
                                                                                                                        --------
Capital contribution                                   --            26.4               87.9             23.5              137.8
                                                                                                                        --------
Dividends to shareholder                               --          (175.0)             (61.0)              --             (236.0)
                                                   ------        --------           --------           ------           --------
December 31, 1999                                  $  3.8        $  766.1           $2,011.0           $(15.9)          $2,765.0
                                                   ======        ========           ========           ======           ========

</TABLE>

See accompanying notes to consolidated financial statements.
<PAGE>   5
               NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
       (a wholly owned subsidiary of Nationwide Financial Services, Inc.)

                      Consolidated Statements of Cash Flows

                                  (in millions)

<TABLE>
<CAPTION>

                                                                                              Years ended December 31,
                                                                                       -------------------------------------
                                                                                         1999          1998          1997
                                                                                       ---------     ---------     ---------
<S>                                                                                   <C>            <C>           <C>
Cash flows from operating activities:
  Net income                                                                          $    405.1     $   366.7     $   279.7
  Adjustments to reconcile net income to net cash provided by operating
    activities:
      Interest credited to policyholder account balances                                 1,096.3       1,069.0       1,016.6
      Capitalization of deferred policy acquisition costs                                 (637.0)       (584.2)       (487.9)
      Amortization of deferred policy acquisition costs                                    272.6         214.5         167.2
      Amortization and depreciation                                                          2.4          (8.5)         (2.0)
      Realized (gains) losses on invested assets, net                                       11.6         (28.4)        (11.1)
      Increase in accrued investment income                                                 (7.9)         (8.2)         (0.3)
      Decrease (increase) in other assets                                                  122.9          16.4         (12.7)
      Decrease in policy liabilities                                                       (20.9)         (8.3)        (23.1)
      Increase (decrease) in other liabilities                                             149.7         (34.8)        230.6
      Other, net                                                                            (8.6)        (11.3)        (10.9)
                                                                                       ---------     ---------     ---------
        Net cash provided by operating activities                                        1,386.2         982.9       1,146.1
                                                                                       ---------     ---------     ---------

Cash flows from investing activities:
  Proceeds from maturity of securities available-for-sale                                2,307.9       1,557.0         993.4
  Proceeds from sale of securities available-for-sale                                      513.1         610.5         574.5
  Proceeds from repayments of mortgage loans on real estate                                696.7         678.2         437.3
  Proceeds from sale of real estate                                                          5.7         103.8          34.8
  Proceeds from repayments of policy loans and sale of other invested assets                40.9          23.6          22.7
  Cost of securities available-for-sale acquired                                        (3,724.9)     (3,182.8)     (2,828.1)
  Cost of mortgage loans on real estate acquired                                          (971.4)       (829.1)       (752.2)
  Cost of real estate acquired                                                             (14.2)         (0.8)        (24.9)
  Short-term investments, net                                                              (27.5)         69.3        (354.8)
  Other, net                                                                              (110.9)        (88.4)        (62.5)
                                                                                       ---------     ---------     ---------
        Net cash used in investing activities                                           (1,284.6)     (1,058.7)     (1,959.8)
                                                                                       ---------     ---------     ---------

Cash flows from financing activities:
  Proceeds from capital contributions                                                         --            --         836.8
  Cash dividends paid                                                                     (188.5)       (100.0)           --
  Increase in investment product and universal life insurance
    product account balances                                                             3,799.4       2,682.1       2,488.5
  Decrease in investment product and universal life insurance
    product account balances                                                            (3,711.1)     (2,678.5)     (2,379.8)
                                                                                       ---------     ---------     ---------
        Net cash used in financing activities                                             (100.2)        (96.4)        945.5
                                                                                       ---------     ---------     ---------
Net increase (decrease) in cash                                                              1.4        (172.2)        131.8

Cash, beginning of year                                                                      3.4         175.6          43.8
                                                                                       ---------     ---------     ---------
Cash, end of year                                                                      $     4.8     $     3.4     $   175.6
                                                                                       =========     =========     =========

</TABLE>

See accompanying notes to consolidated financial statements.
<PAGE>   6
               NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
       (a wholly owned subsidiary of Nationwide Financial Services, Inc.)

                   Notes to Consolidated Financial Statements

                        December 31, 1999, 1998 and 1997


(1)      Organization and Description of Business

         Nationwide Life Insurance Company (NLIC) is a leading provider of
         long-term savings and retirement products in the United States and is a
         wholly owned subsidiary of Nationwide Financial Services, Inc. (NFS).
         The Company develops and sells a diverse range of products including
         variable annuities, fixed annuities and life insurance as well as
         investment management and administrative services. NLIC markets its
         products through a broad network of distribution channels, including
         independent broker/dealers, national and regional brokerage firms,
         financial institutions, pension plan administrators, life insurance
         specialists, Nationwide Retirement Solutions sales representatives, and
         Nationwide agents.

         Wholly owned subsidiaries of NLIC include Nationwide Life and Annuity
         Insurance Company (NLAIC), Nationwide Advisory Services, Inc., and
         Nationwide Investment Services Corporation. NLIC and its subsidiaries
         are collectively referred to as "the Company."


(2)      Summary of Significant Accounting Policies

         The significant accounting policies followed by the Company that
         materially affect financial reporting are summarized below. The
         accompanying consolidated financial statements have been prepared in
         accordance with generally accepted accounting principles, which differ
         from statutory accounting practices prescribed or permitted by
         regulatory authorities. Annual Statements for NLIC and NLAIC, filed
         with the Department of Insurance of the State of Ohio (the Department),
         are prepared on the basis of accounting practices prescribed or
         permitted by the Department. Prescribed statutory accounting practices
         include a variety of publications of the National Association of
         Insurance Commissioners (NAIC), as well as state laws, regulations and
         general administrative rules. Permitted statutory accounting practices
         encompass all accounting practices not so prescribed. The Company has
         no material permitted statutory accounting practices.

         In preparing the consolidated financial statements, management is
         required to make estimates and assumptions that affect the reported
         amounts of assets and liabilities and the disclosures of contingent
         assets and liabilities as of the date of the consolidated financial
         statements and the reported amounts of revenues and expenses for the
         reporting period. Actual results could differ significantly from those
         estimates.

         The most significant estimates include those used in determining
         deferred policy acquisition costs, valuation allowances for mortgage
         loans on real estate and real estate investments and the liability for
         future policy benefits and claims. Although some variability is
         inherent in these estimates, management believes the amounts provided
         are adequate.

         (a)  Consolidation Policy

              The consolidated financial statements include the accounts of NLIC
              and its wholly owned subsidiaries. All significant intercompany
              balances and transactions have been eliminated.
<PAGE>   7
               NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
                         (a wholly owned subsidiary of
                      Nationwide Financial Services, Inc.)

              Notes to Consolidated Financial Statements, Continued


         (b)  Valuation of Investments and Related Gains and Losses

              The Company is required to classify its fixed maturity securities
              and equity securities as either held-to-maturity,
              available-for-sale or trading. Fixed maturity securities are
              classified as held-to-maturity when the Company has the positive
              intent and ability to hold the securities to maturity and are
              stated at amortized cost. Fixed maturity securities not classified
              as held-to-maturity and all equity securities are classified as
              available-for-sale and are stated at fair value, with the
              unrealized gains and losses, net of adjustments to deferred policy
              acquisition costs and deferred federal income tax, reported as a
              separate component of accumulated other comprehensive income in
              shareholder's equity. The adjustment to deferred policy
              acquisition costs represents the change in amortization of
              deferred policy acquisition costs that would have been required as
              a charge or credit to operations had such unrealized amounts been
              realized. The Company has no fixed maturity securities classified
              as held-to-maturity or trading as of December 31, 1999 or 1998.

              Mortgage loans on real estate are carried at the unpaid principal
              balance less valuation allowances. The Company provides valuation
              allowances for impairments of mortgage loans on real estate based
              on a review by portfolio managers. The measurement of impaired
              loans is based on the present value of expected future cash flows
              discounted at the loan's effective interest rate or, as a
              practical expedient, at the fair value of the collateral, if the
              loan is collateral dependent. Loans in foreclosure and loans
              considered to be impaired are placed on non-accrual status.
              Interest received on non-accrual status mortgage loans on real
              estate is included in interest income in the period received.

              Real estate is carried at cost less accumulated depreciation and
              valuation allowances. Other long-term investments are carried on
              the equity basis, adjusted for valuation allowances. Impairment
              losses are recorded on long-lived assets used in operations when
              indicators of impairment are present and the undiscounted cash
              flows estimated to be generated by those assets are less than the
              assets' carrying amount.

              Realized gains and losses on the sale of investments are
              determined on the basis of specific security identification.
              Estimates for valuation allowances and other than temporary
              declines are included in realized gains and losses on investments.

         (c)  Revenues and Benefits

              Investment Products and Universal Life Insurance Products:
              Investment products consist primarily of individual and group
              variable and fixed deferred annuities. Universal life insurance
              products include universal life insurance, variable universal life
              insurance, corporate owned life insurance and other
              interest-sensitive life insurance policies. Revenues for
              investment products and universal life insurance products consist
              of net investment income, asset fees, cost of insurance, policy
              administration and surrender charges that have been earned and
              assessed against policy account balances during the period. Policy
              benefits and claims that are charged to expense include interest
              credited to policy account balances and benefits and claims
              incurred in the period in excess of related policy account
              balances.

              Traditional Life Insurance Products: Traditional life insurance
              products include those products with fixed and guaranteed premiums
              and benefits and consist primarily of whole life insurance,
              limited-payment life insurance, term life insurance and certain
              annuities with life contingencies. Premiums for traditional life
              insurance products are recognized as revenue when due. Benefits
              and expenses are associated with earned premiums so as to result
              in recognition of profits over the life of the contract. This
              association is accomplished by the provision for future policy
              benefits and the deferral and amortization of policy acquisition
              costs.
<PAGE>   8
               NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
                         (a wholly owned subsidiary of
                      Nationwide Financial Services, Inc.)

              Notes to Consolidated Financial Statements, Continued


         (d)  Deferred Policy Acquisition Costs

              The costs of acquiring new business, principally commissions,
              certain expenses of the policy issue and underwriting department
              and certain variable sales expenses have been deferred. For
              investment products and universal life insurance products,
              deferred policy acquisition costs are being amortized with
              interest over the lives of the policies in relation to the present
              value of estimated future gross profits from projected interest
              margins, asset fees, cost of insurance, policy administration and
              surrender charges. For years in which gross profits are negative,
              deferred policy acquisition costs are amortized based on the
              present value of gross revenues. Deferred policy acquisition costs
              are adjusted to reflect the impact of unrealized gains and losses
              on fixed maturity securities available-for-sale as described in
              note 2(b). For traditional life insurance products, these deferred
              policy acquisition costs are predominantly being amortized with
              interest over the premium paying period of the related policies in
              proportion to the ratio of actual annual premium revenue to the
              anticipated total premium revenue. Such anticipated premium
              revenue was estimated using the same assumptions as were used for
              computing liabilities for future policy benefits.

         (e)  Separate Accounts

              Separate account assets and liabilities represent contractholders'
              funds which have been segregated into accounts with specific
              investment objectives. For all but $915.4 million of separate
              account assets, the investment income and gains or losses of these
              accounts accrue directly to the contractholders. The activity of
              the separate accounts is not reflected in the consolidated
              statements of income and cash flows except for the fees the
              Company receives.

         (f)  Future Policy Benefits

              Future policy benefits for investment products in the accumulation
              phase, universal life insurance and variable universal life
              insurance policies have been calculated based on participants'
              contributions plus interest credited less applicable contract
              charges. The average interest rate credited on investment product
              policy reserves was 5.6%, 6.0% and 6.1% for the years ended
              December 31, 1999, 1998 and 1997, respectively.

              Future policy benefits for traditional life insurance policies
              have been calculated by the net level premium method using
              interest rates varying from 6.0% to 10.5% and estimates of
              mortality, morbidity, investment yields and withdrawals which were
              used or which were being experienced at the time the policies were
              issued, rather than the assumptions prescribed by state regulatory
              authorities.
<PAGE>   9
               NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
                         (a wholly owned subsidiary of
                      Nationwide Financial Services, Inc.)

              Notes to Consolidated Financial Statements, Continued


         (g)  Participating Business

              Participating business represents approximately 29% in 1999 (40%
              in 1998 and 50% in 1997) of the Company's life insurance in force,
              69% in 1999 (74% in 1998 and 77% in 1997) of the number of life
              insurance policies in force, and 13% in 1999 (14% in 1998 and 27%
              in 1997) of life insurance statutory premiums. The provision for
              policyholder dividends is based on current dividend scales and is
              included in "Future policy benefits and claims" in the
              accompanying consolidated balance sheets.

         (h)  Federal Income Tax

              The Company files a consolidated federal income tax return with
              Nationwide Mutual Insurance Company (NMIC), the majority
              shareholder of Nationwide Corp. The members of the consolidated
              tax return group have a tax sharing arrangement which provides, in
              effect, for each member to bear essentially the same federal
              income tax liability as if separate tax returns were filed.

              The Company utilizes the asset and liability method of accounting
              for income tax. Under this method, deferred tax assets and
              liabilities are recognized for the future tax consequences
              attributable to differences between the financial statement
              carrying amounts of existing assets and liabilities and their
              respective tax bases and operating loss and tax credit
              carryforwards. Deferred tax assets and liabilities are measured
              using enacted tax rates expected to apply to taxable income in the
              years in which those temporary differences are expected to be
              recovered or settled. Under this method, the effect on deferred
              tax assets and liabilities of a change in tax rates is recognized
              in income in the period that includes the enactment date.
              Valuation allowances are established when necessary to reduce the
              deferred tax assets to the amounts expected to be realized.

         (i)  Reinsurance Ceded

              Reinsurance premiums ceded and reinsurance recoveries on benefits
              and claims incurred are deducted from the respective income and
              expense accounts. Assets and liabilities related to reinsurance
              ceded are reported on a gross basis.

         (j)  Recently Issued Accounting Pronouncements

              In March 1998, The American Institute of Certified Public
              Accountant's Accounting Standards Executive Committee issued
              Statement of Position (SOP) 98-1, "Accounting for the Costs of
              Computer Software Developed or Obtained for Internal Use." The
              SOP, which has been adopted prospectively as of January 1, 1999,
              requires the capitalization of certain costs incurred in
              connection with developing or obtaining internal use software.
              Prior to the adoption of SOP 98-1, the Company expensed internal
              use software related costs as incurred. The effect of adopting the
              SOP was to increase net income for 1999 by $8.3 million.

              In June 1998, the Financial Accounting Standards Board (FASB)
              issued Statement No. 133, "Accounting for Derivative Instruments
              and Hedging Activities" (FAS 133). FAS 133 establishes accounting
              and reporting standards for derivative instruments and for hedging
              activities. Contracts that contain embedded derivatives, such as
              certain investment and insurance contracts, are also addressed by
              the Statement. FAS 133 requires that an entity recognize all
              derivatives as either assets or liabilities in the statement of
              financial position and measure those instruments at fair value. In
              July 1999 the FASB issued Statement No. 137 which delayed the
              effective date of FAS 133 to fiscal years beginning after June 15,
              2000. The Company plans to adopt this Statement in first quarter
              2001 and is currently evaluating the impact on results of
              operations and financial condition.

         (k)  Reclassification

              Certain items in the 1998 and 1997 consolidated financial
              statements have been reclassified to conform to the 1999
              presentation.
<PAGE>   10
               NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
                         (a wholly owned subsidiary of
                      Nationwide Financial Services, Inc.)

              Notes to Consolidated Financial Statements, Continued


(3)      Investments

         The amortized cost, gross unrealized gains and losses and estimated
         fair value of securities available-for-sale as of December 31, 1999 and
         1998 were:
<TABLE>
<CAPTION>

                                                                                     Gross        Gross
                                                                     Amortized    unrealized    unrealized      Estimated
             (in millions)                                             cost          gains        losses        fair value
                                                                     ---------       ------       -------        ---------
<S>                                                                  <C>             <C>          <C>            <C>
             December 31, 1999:
               Fixed maturity securities:
                 U.S. Treasury securities and obligations of U.S.
                   government corporations and agencies              $   428.4       $ 23.4       $  (2.4)       $   449.4
                 Obligations of states and political subdivisions          0.8           --            --              0.8
                 Debt securities issued by foreign governments           110.6          0.6          (0.8)           110.4
                 Corporate securities                                 11,414.7        118.9        (218.6)        11,315.0
                 Mortgage-backed securities                            3,422.8         25.8         (30.2)         3,418.4
                                                                     ---------       ------       -------        ---------
                     Total fixed maturity securities                  15,377.3        168.7        (252.0)        15,294.0
               Equity securities                                          84.9         12.4          (4.4)            92.9
                                                                     ---------       ------       -------        ---------
                                                                     $15,462.2       $181.1       $(256.4)       $15,386.9
                                                                     =========       ======       =======        =========

             December 31, 1998:
               Fixed maturity securities:
                 U.S. Treasury securities and obligations of U.S.
                   government corporations and agencies              $   255.9       $ 13.0       $    --        $   268.9
                 Obligations of states and political subdivisions          1.6           --            --              1.6
                 Debt securities issued by foreign governments           106.5          4.5            --            111.0
                 Corporate securities                                  9,899.6        423.2         (18.7)        10,304.1
                 Mortgage-backed securities                            3,457.7        104.2          (2.4)         3,559.5
                                                                     ---------       ------       -------        ---------
                     Total fixed maturity securities                  13,721.3        544.9         (21.1)        14,245.1
               Equity securities                                         110.4         18.3          (1.5)           127.2
                                                                     ---------       ------       -------        ---------
                                                                     $13,831.7       $563.2       $ (22.6)       $14,372.3
                                                                     =========       ======       =======        =========
</TABLE>

         The amortized cost and estimated fair value of fixed maturity
         securities available-for-sale as of December 31, 1999, by expected
         maturity, are shown below. Expected maturities will differ from
         contractual maturities because borrowers may have the right to call or
         prepay obligations with or without call or prepayment penalties.
<TABLE>
<CAPTION>

                                                                                    Amortized        Estimated
             (in millions)                                                            cost          fair value
                                                                                    ---------        ---------
<S>                                                                                 <C>              <C>
             Fixed maturity securities available for sale:
               Due in one year or less                                              $   847.0        $   847.0
               Due after one year through five years                                  5,240.5          5,205.7
               Due after five years through ten years                                 5,046.9          5,005.2
               Due after ten years                                                    4,242.9          4,236.1
                                                                                    ---------        ---------
                                                                                    $15,377.3        $15,294.0
                                                                                    =========        =========

</TABLE>
<PAGE>   11
               NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
                         (a wholly owned subsidiary of
                      Nationwide Financial Services, Inc.)

              Notes to Consolidated Financial Statements, Continued



         The components of unrealized (losses) gains on securities
         available-for-sale, net, were as follows as of December 31:

<TABLE>
<CAPTION>

             (in millions)                                                           1999         1998
                                                                                    ------       -------
<S>                                                                                 <C>          <C>
             Gross unrealized (losses) gains                                        $(75.3)      $ 540.6
             Adjustment to deferred policy acquisition costs                          50.9        (116.6)
             Deferred federal income tax                                               8.5        (148.4)
                                                                                    ------       -------
                                                                                    $(15.9)      $ 275.6
                                                                                    ======       =======
</TABLE>

         An analysis of the change in gross unrealized (losses) gains on
         securities available-for-sale for the years ended December 31:
<TABLE>
<CAPTION>

             (in millions)                                                   1999          1998          1997
                                                                            -------        -----        ------

<S>                                                                         <C>            <C>          <C>
             Securities available-for-sale:
               Fixed maturity securities                                    $(607.1)       $52.6        $137.5
               Equity securities                                               (8.8)         4.2          (2.7)
                                                                            -------        -----        ------
                                                                            $(615.9)       $56.8        $134.8
                                                                            =======        =====        ======
</TABLE>

         Proceeds from the sale of securities available-for-sale during 1999,
         1998 and 1997 were $513.1 million, $610.5 million and $574.5 million,
         respectively. During 1999, gross gains of $10.4 million ($9.0 million
         and $9.9 million in 1998 and 1997, respectively) and gross losses of
         $28.0 million ($7.6 million and $18.0 million in 1998 and 1997,
         respectively) were realized on those sales. In addition, gross gains of
         $15.1 million and gross losses of $0.7 million were realized in 1997
         when the Company paid a dividend to NFS, which then made an equivalent
         dividend to Nationwide Corp., consisting of securities having an
         aggregate fair value of $850.0 million.

         The Company had $15.6 million of real estate investments at December
         31, 1999 that were non-income producing the preceding twelve months.
         During 1998 the Company had investments of $42.4 million that were
         non-income producing, which consisted of $32.7 million of securities
         available-for-sale and $9.7 million of real estate.

         Real estate is presented at cost less accumulated depreciation of $24.8
         million as of December 31, 1999 ($21.5 million as of December 31, 1998)
         and valuation allowances of $5.5 million as of December 31, 1999 ($5.4
         million as of December 31, 1998).

         The recorded investment of mortgage loans on real estate considered to
         be impaired was $3.7 million as of both December 31, 1999 and 1998. No
         valuation allowance has been recorded for these loans as of December
         31, 1999 or 1998. During 1999, the average recorded investment in
         impaired mortgage loans on real estate was approximately $3.7 million
         ($9.1 million in 1998) and there was no interest income recognized on
         those loans. Interest income recognized on impaired loans was $0.3
         million in 1998 which is equal to interest income recognized using a
         cash-basis method of income recognition.
<PAGE>   12
               NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
                         (a wholly owned subsidiary of
                      Nationwide Financial Services, Inc.)

              Notes to Consolidated Financial Statements, Continued



         Activity in the valuation allowance account for mortgage loans on real
         estate is summarized for the years ended December 31:

<TABLE>
<CAPTION>
             (in millions)                                             1999     1998     1997
                                                                       -----    -----    -----

<S>                                                                    <C>      <C>      <C>
             Allowance, beginning of year                              $42.4    $42.5    $51.0
               Additions (reductions) charged to operations              0.7     (0.1)    (1.2)
               Direct write-downs charged against the allowance           --       --     (7.3)
               Allowance on acquired mortgage loans                      1.3       --       --
                                                                       -----    -----    -----
             Allowance, end of year                                    $44.4    $42.4    $42.5
                                                                       =====    =====    =====
</TABLE>

         An analysis of investment income by investment type follows for the
         years ended December 31:
<TABLE>
<CAPTION>

             (in millions)                                                  1999       1998       1997
                                                                          --------   --------   --------

<S>                                                                       <C>        <C>        <C>
             Gross investment income:
               Securities available-for-sale:
                 Fixed maturity securities                                $1,031.3   $  982.5   $  911.6
                 Equity securities                                             2.5        0.8        0.8
               Mortgage loans on real estate                                 460.4      458.9      457.7
               Real estate                                                    28.8       40.4       42.9
               Short-term investments                                         18.6       17.8       22.7
               Other                                                          26.5       30.7       21.0
                                                                          --------   --------   --------
                   Total investment income                                 1,568.1    1,531.1    1,456.7
             Less investment expenses                                         47.3       49.5       47.5
                                                                          --------   --------   --------
                   Net investment income                                  $1,520.8   $1,481.6   $1,409.2
                                                                          ========   ========   ========
</TABLE>

         An analysis of realized gains (losses) on investments, net of valuation
         allowances, by investment type follows for the years ended December 31:
<TABLE>
<CAPTION>

             (in millions)                                                 1999     1998    1997
                                                                          -------   -----   -----

<S>                                                                       <C>      <C>     <C>
             Securities available-for-sale:
               Fixed maturity securities                                  $(25.0)  $(0.7)  $ 3.6
               Equity securities                                             7.4     2.1     2.7
             Mortgage loans on real estate                                  (0.6)    3.9     1.6
             Real estate and other                                           6.6    23.1     3.2
                                                                          ------   -----   -----
                                                                          $(11.6)  $28.4   $11.1
                                                                          ======   =====   =====
</TABLE>

         Fixed maturity securities with an amortized cost of $9.1 million as of
         December 31, 1999 and $6.5 million as of December 31, 1998 were on
         deposit with various regulatory agencies as required by law.

(4)      Derivative Financial Instruments

         The Company uses derivative financial instruments, principally interest
         rate swaps, interest rate futures contracts and foreign currency swaps,
         to manage market risk exposures associated with changes in interest
         rates and foreign currency exchange rates. Provided they meet specific
         criteria, interest rate swaps and futures are considered hedges and are
         accounted for under the accrual method and deferral method,
         respectively. The Company has no significant derivative positions that
         are not considered hedges.
<PAGE>   13
               NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
                         (a wholly owned subsidiary of
                      Nationwide Financial Services, Inc.)

              Notes to Consolidated Financial Statements, Continued



         Interest rate swaps are primarily used to convert specific investment
         securities and interest bearing policy liabilities from a fixed-rate to
         a floating-rate basis. Amounts receivable or payable under these
         agreements are recognized as an adjustment to net investment income or
         interest credited to policyholder account balances consistent with the
         nature of the hedged item. The changes in fair value of the interest
         rate swap agreements are not recognized on the balance sheet, except
         for interest rate swaps designated as hedges of fixed maturity
         securities available-for-sale, for which changes in fair values are
         reported in accumulated other comprehensive income.

         Interest rate futures contracts are primarily used to hedge the risk of
         adverse interest rate changes related to the Company's mortgage loan
         commitments and anticipated purchases of fixed rate investments. Gains
         and losses are deferred and, at the time of closing, reflected as an
         adjustment to the carrying value of the related mortgage loans or
         investments. The carrying value adjustments are amortized into net
         investment income over the life of the related mortgage loans or
         investments.

         Foreign currency swaps are used to convert cash flows from specific
         policy liabilities and investments denominated in foreign currencies
         into U.S. dollars at specified exchange rates. Gains and losses on
         foreign currency swaps are recorded in earnings based on the related
         spot foreign exchange rate at the end of the reporting period. Gains
         and losses on these contracts offset those recorded as a result of
         translating the hedged foreign currency denominated liabilities and
         investments to U.S. dollars.

         The following table summarizes the notional amount of derivative
         financial instruments classified as hedges outstanding as of December
         31, 1999. Prior to 1999 the Company's activities in derivatives were
         not significant.

<TABLE>
<CAPTION>
                                                                               (in millions)
                                                                               -------------
<S>                                                                               <C>
            Interest rate swaps
               Pay fixed/receive variable rate swaps hedging investments          $362.7
               Pay variable/receive fixed rate swaps hedging investments          $ 28.5
               Other contracts hedging investments                                $ 19.1
               Pay variable/receive fixed rate swaps hedging liabilities          $577.2

            Foreign currency swaps
               Hedging foreign currency denominated investments                   $ 14.8
               Hedging foreign currency denominated liabilities                   $577.2

            Interest rate futures contracts                                       $781.6

</TABLE>
<PAGE>   14
               NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
                         (a wholly owned subsidiary of
                      Nationwide Financial Services, Inc.)

              Notes to Consolidated Financial Statements, Continued



(5)      Federal Income Tax

         The tax effects of temporary differences that give rise to significant
         components of the net deferred tax liability as of December 31, 1999
         and 1998 are as follows:

<TABLE>
<CAPTION>
             (in millions)                                                   1999            1998
                                                                             ----            ----
<S>                                                                         <C>             <C>
             Deferred tax assets:
               Fixed maturity securities                                    $  5.3          $   --
               Future policy benefits                                        149.5           207.7
               Liabilities in separate accounts                              373.6           319.9
               Mortgage loans on real estate and real estate                  18.5            17.5
               Other assets and other liabilities                             51.1            58.9
                                                                             -----          ------
                 Total gross deferred tax assets                             598.0           604.0
                 Less valuation allowance                                     (7.0)           (7.0)
                                                                             -----          ------
                 Net deferred tax assets                                     591.0           597.0
                                                                             -----          ------

             Deferred tax liabilities:
               Deferred policy acquisition costs                             724.4           568.7
               Fixed maturity securities                                        --           212.2
               Deferred tax on realized investment gains                      34.7            34.8
               Equity securities and other long-term investments              10.8             9.6
               Other                                                          26.5            21.6
                                                                            ------          ------
                 Total gross deferred tax liabilities                        796.4           846.9
                                                                            ------          ------
                 Net deferred tax liability                                 $205.4          $249.9
                                                                            ======          ======
</TABLE>

         In assessing the realizability of deferred tax assets, management
         considers whether it is more likely than not that some portion of the
         total gross deferred tax assets will not be realized. Nearly all future
         deductible amounts can be offset by future taxable amounts or recovery
         of federal income tax paid within the statutory carryback period. There
         has been no change in the valuation allowance for the years ended
         December 31, 1999, 1998 and 1997.

         The Company's current federal income tax liability was $104.7 million
         and $72.8 million as of December 31, 1999 and 1998, respectively.

         Federal income tax expense for the years ended December 31 was as
         follows:

           (in millions)                    1999      1998      1997
                                           ------    ------    ------

           Currently payable               $ 53.6    $186.1    $121.7
           Deferred tax expense             147.8       4.3      28.5
                                           ------    ------    ------
                                           $201.4    $190.4    $150.2
                                           ======    ======    ======
<PAGE>   15
               NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
                         (a wholly owned subsidiary of
                      Nationwide Financial Services, Inc.)

              Notes to Consolidated Financial Statements, Continued



         Total federal income tax expense for the years ended December 31, 1999,
         1998 and 1997 differs from the amount computed by applying the U.S.
         federal income tax rate to income before tax as follows:

<TABLE>
<CAPTION>
                                                             1999                     1998                     1997
                                                       ----------------         ----------------         ----------------
         (in millions)                                 Amount       %           Amount        %          Amount        %
                                                       ------      ----         ------      ----         ------      ----

<S>                                                    <C>         <C>          <C>         <C>          <C>         <C>
         Computed (expected) tax expense               $212.3      35.0         $195.0      35.0         $150.5      35.0
         Tax exempt interest and dividends
           received deduction                            (7.3)     (1.2)          (4.9)     (0.9)            --        --
         Income tax credits                              (4.3)     (0.7)            --        --             --        --
         Other, net                                       0.7       0.1            0.3       0.1           (0.3)     (0.1)
                                                       ------      ----         ------      ----         ------      ----
             Total (effective rate of each year)       $201.4      33.2         $190.4      34.2         $150.2      34.9
                                                       ======      ====         ======      ====         ======      ====
</TABLE>

         Total federal income tax paid was $29.8 million, $173.4 million and
         $91.8 million during the years ended December 31, 1999, 1998 and 1997,
         respectively.

(6)      Comprehensive Income

         Comprehensive Income includes net income as well as certain items that
         are reported directly within separate components of shareholder's
         equity that bypass net income. Currently, the Company's only component
         of Other Comprehensive Income is unrealized gains (losses) on
         securities available-for-sale. The related before and after federal tax
         amounts are as follows:
<TABLE>
<CAPTION>

             (in millions)                                                 1999       1998       1997
                                                                          -------    ------     ------
<S>                                                                       <C>        <C>        <C>
             Unrealized gains (losses) on securities available-for-sale
                arising during the period:
                Gross                                                     $(665.3)   $ 58.2     $141.1
                Adjustment to deferred policy acquisition costs             167.5     (12.9)     (21.8)
                Related federal income tax (expense) benefit                171.4     (15.9)     (41.7)
                                                                          -------    ------     ------
                   Net                                                     (326.4)     29.4       77.6
                                                                          -------    ------     ------

             Reclassification adjustment for net (gains) losses on
                securities available-for-sale realized during the
                period:
                Gross                                                        17.6      (1.4)      (6.3)
                Related federal income tax expense (benefit)                 (6.2)      0.5        2.2
                                                                          -------    ------     ------
                   Net                                                       11.4      (0.9)      (4.1)
                                                                          -------    ------     ------
             Total Other Comprehensive Income                             $(315.0)   $ 28.5     $ 73.5
                                                                          =======    ======     ======
</TABLE>

(7)      Fair Value of Financial Instruments

         The following disclosures summarize the carrying amount and estimated
         fair value of the Company's financial instruments. Certain assets and
         liabilities are specifically excluded from the disclosure requirements
         of financial instruments. Accordingly, the aggregate fair value amounts
         presented do not represent the underlying value of the Company.
<PAGE>   16
               NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
                         (a wholly owned subsidiary of
                      Nationwide Financial Services, Inc.)

              Notes to Consolidated Financial Statements, Continued



         The fair value of a financial instrument is defined as the amount at
         which the financial instrument could be exchanged in a current
         transaction between willing parties. In cases where quoted market
         prices are not available, fair value is to be based on estimates using
         present value or other valuation techniques. Many of the Company's
         assets and liabilities subject to the disclosure requirements are not
         actively traded, requiring fair values to be estimated by management
         using present value or other valuation techniques. These techniques are
         significantly affected by the assumptions used, including the discount
         rate and estimates of future cash flows. Although fair value estimates
         are calculated using assumptions that management believes are
         appropriate, changes in assumptions could cause these estimates to vary
         materially. In that regard, the derived fair value estimates cannot be
         substantiated by comparison to independent markets and, in many cases,
         could not be realized in the immediate settlement of the instruments.

         Although insurance contracts, other than policies such as annuities
         that are classified as investment contracts, are specifically exempted
         from the disclosure requirements, estimated fair value of policy
         reserves on life insurance contracts is provided to make the fair value
         disclosures more meaningful.

         The tax ramifications of the related unrealized gains and losses can
         have a significant effect on fair value estimates and have not been
         considered in the estimates.

         The following methods and assumptions were used by the Company in
         estimating its fair value disclosures:

              Fixed maturity and equity securities: The fair value for fixed
              maturity securities is based on quoted market prices, where
              available. For fixed maturity securities not actively traded, fair
              value is estimated using values obtained from independent pricing
              services or, in the case of private placements, is estimated by
              discounting expected future cash flows using a current market rate
              applicable to the yield, credit quality and maturity of the
              investments. The fair value for equity securities is based on
              quoted market prices. The carrying amount and fair value for fixed
              maturity and equity securities exclude the fair value of
              derivatives contracts designated as hedges of fixed maturity and
              equity securities.

              Mortgage loans on real estate, net: The fair value for mortgage
              loans on real estate is estimated using discounted cash flow
              analyses, using interest rates currently being offered for similar
              loans to borrowers with similar credit ratings. Loans with similar
              characteristics are aggregated for purposes of the calculations.
              Fair value for mortgage loans in default is the estimated fair
              value of the underlying collateral.

              Policy loans, short-term investments and cash: The carrying amount
              reported in the consolidated balance sheets for these instruments
              approximates their fair value.

              Separate account assets and liabilities: The fair value of assets
              held in separate accounts is based on quoted market prices. The
              fair value of liabilities related to separate accounts is the
              amount payable on demand, which is net of certain surrender
              charges.

              Investment contracts: The fair value for the Company's liabilities
              under investment type contracts is disclosed using two methods.
              For investment contracts without defined maturities, fair value is
              the amount payable on demand. For investment contracts with known
              or determined maturities, fair value is estimated using discounted
              cash flow analysis. Interest rates used are similar to currently
              offered contracts with maturities consistent with those remaining
              for the contracts being valued.
<PAGE>   17
               NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
                         (a wholly owned subsidiary of
                      Nationwide Financial Services, Inc.)

              Notes to Consolidated Financial Statements, Continued



              Policy reserves on life insurance contracts: Included are
              disclosures for individual life insurance, universal life
              insurance and supplementary contracts with life contingencies for
              which the estimated fair value is the amount payable on demand.
              Also included are disclosures for the Company's limited payment
              policies, which the Company has used discounted cash flow analyses
              similar to those used for investment contracts with known
              maturities to estimate fair value.

              Commitments to extend credit: Commitments to extend credit have
              nominal fair value because of the short-term nature of such
              commitments. See note 8.

              Futures contracts: The fair value for futures contracts is based
              on quoted market prices.

              Interest rate and foreign currency swaps: The fair value for
              interest rate and foreign currency swaps are calculated with
              pricing models using current rate assumptions.

           Carrying amount and estimated fair value of financial instruments
           subject to disclosure requirements and policy reserves on life
           insurance contracts were as follows as of December 31:

<TABLE>
<CAPTION>
                                                                         1999                              1998
                                                                ------------------------         -------------------------
                                                                Carrying       Estimated         Carrying       Estimated
               (in millions)                                     amount        fair value         amount        fair value
                                                                ---------      ---------         ---------      ----------
<S>                                                             <C>            <C>               <C>             <C>
               Assets:
                 Investments:
                   Securities available-for-sale:
                     Fixed maturity securities                  $15,294.0      $15,294.0         $14,245.1       $14,245.1
                     Equity securities                               92.9           92.9             128.5           128.5
                   Mortgage loans on real estate, net             5,786.3        5,745.5           5,328.4         5,527.6
                   Policy loans                                     519.6          519.6             464.3           464.3
                   Short-term investments                           416.0          416.0             289.1           289.1
                 Cash                                                 4.8            4.8               3.4             3.4
                 Assets held in separate accounts                67,135.1       67,135.1          50,935.8        50,935.8

               Liabilities:
                 Investment contracts                           (16,977.7)     (16,428.6)        (15,468.7)      (15,158.6)
                 Policy reserves on life insurance contracts     (4,883.9)      (4,607.9)         (3,914.0)       (3,768.9)
                 Liabilities related to separate accounts       (67,135.1)     (66,318.7)        (50,935.8)      (49,926.5)

               Derivative financial instruments:
                 Interest rate swaps hedging assets                   4.3            4.3               -               -
                 Interest rate swaps hedging liabilities              -            (24.2)              -               -
                 Foreign currency swaps                             (11.8)         (11.8)              -               -
                 Futures contracts                                    1.3            1.3              (1.3)           (1.3)
</TABLE>

(8)      Risk Disclosures

         The following is a description of the most significant risks facing
         life insurers and how the Company mitigates those risks:

         Credit Risk: The risk that issuers of securities owned by the Company
         or mortgagors on mortgage loans on real estate owned by the Company
         will default or that other parties, including reinsurers, which owe the
         Company money, will not pay. The Company minimizes this risk by
         adhering to a conservative investment strategy, by maintaining
         reinsurance and credit and collection policies and by providing for any
         amounts deemed uncollectible.
<PAGE>   18
               NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
                         (a wholly owned subsidiary of
                      Nationwide Financial Services, Inc.)

              Notes to Consolidated Financial Statements, Continued


         Interest Rate Risk: The risk that interest rates will change and cause
         a decrease in the value of an insurer's investments. This change in
         rates may cause certain interest-sensitive products to become
         uncompetitive or may cause disintermediation. The Company mitigates
         this risk by charging fees for non-conformance with certain policy
         provisions, by offering products that transfer this risk to the
         purchaser, and/or by attempting to match the maturity schedule of its
         assets with the expected payouts of its liabilities. To the extent that
         liabilities come due more quickly than assets mature, an insurer would
         have to borrow funds or sell assets prior to maturity and potentially
         recognize a gain or loss.

         Legal/Regulatory Risk: The risk that changes in the legal or regulatory
         environment in which an insurer operates will result in increased
         competition, reduced demand for a company's products, or create
         additional expenses not anticipated by the insurer in pricing its
         products. The Company mitigates this risk by offering a wide range of
         products and by operating throughout the United States, thus reducing
         its exposure to any single product or jurisdiction, and also by
         employing underwriting practices which identify and minimize the
         adverse impact of this risk.

         Financial Instruments with Off-Balance-Sheet Risk: The Company is a
         party to financial instruments with off-balance-sheet risk in the
         normal course of business through management of its investment
         portfolio. These financial instruments include commitments to extend
         credit in the form of loans and derivative financial instruments. These
         instruments involve, to varying degrees, elements of credit risk in
         excess of amounts recognized on the consolidated balance sheets.

         Commitments to fund fixed rate mortgage loans on real estate are
         agreements to lend to a borrower, and are subject to conditions
         established in the contract. Commitments generally have fixed
         expiration dates or other termination clauses and may require payment
         of a deposit. Commitments extended by the Company are based on
         management's case-by-case credit evaluation of the borrower and the
         borrower's loan collateral. The underlying mortgage property represents
         the collateral if the commitment is funded. The Company's policy for
         new mortgage loans on real estate is to lend no more than 75% of
         collateral value. Should the commitment be funded, the Company's
         exposure to credit loss in the event of nonperformance by the borrower
         is represented by the contractual amounts of these commitments less the
         net realizable value of the collateral. The contractual amounts also
         represent the cash requirements for all unfunded commitments.
         Commitments on mortgage loans on real estate of $216.2 million
         extending into 2000 were outstanding as of December 31, 1999. The
         Company also had $28.0 million of commitments to purchase fixed
         maturity securities outstanding as of December 31, 1999.

         Notional amounts of derivative financial instruments, primarily
         interest rate swaps, interest rate futures contracts and foreign
         currency swaps, significantly exceed the credit risk associated with
         these instruments and represent contractual balances on which
         calculations of amounts to be exchanged are based. Credit exposure is
         limited to the sum of the aggregate fair value of positions that have
         become favorable to NLIC, including accrued interest receivable due
         from counterparties. Potential credit losses are minimized through
         careful evaluation of counterparty credit standing, selection of
         counterparties from a limited group of high quality institutions,
         collateral agreements and other contract provisions. At December 31,
         1999, NLIC's credit risk from these derivative financial instruments
         was $6.1 million.

         Significant Concentrations of Credit Risk: The Company grants mainly
         commercial mortgage loans on real estate to customers throughout the
         United States. The Company has a diversified portfolio with no more
         than 23% (22% in 1998) in any geographic area and no more than 2% (2%
         in 1998) with any one borrower as of December 31, 1999. As of December
         31, 1999, 39% (42% in 1998) of the remaining principal balance of the
         Company's commercial mortgage loan portfolio financed retail
         properties.
<PAGE>   19
               NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
                         (a wholly owned subsidiary of
                      Nationwide Financial Services, Inc.)

              Notes to Consolidated Financial Statements, Continued



         Reinsurance: The Company has entered into a reinsurance contract to
         cede a portion of its general account individual annuity business to
         The Franklin Life Insurance Company (Franklin). Total recoveries due
         from Franklin were $143.6 million and $187.9 million as of December 31,
         1999 and 1998, respectively. The contract is immaterial to the
         Company's results of operations. The ceding of risk does not discharge
         the original insurer from its primary obligation to the policyholder.
         Under the terms of the contract, Franklin has established a trust as
         collateral for the recoveries. The trust assets are invested in
         investment grade securities, the market value of which must at all
         times be greater than or equal to 102% of the reinsured reserves.

(9)      Pension Plan and Postretirement Benefits Other Than Pensions

         The Company is a participant, together with other affiliated companies,
         in a pension plan covering all employees who have completed at least
         one year of service. The Company funds pension costs accrued for direct
         employees plus an allocation of pension costs accrued for employees of
         affiliates whose work efforts benefit the Company. Assets of the
         Retirement Plan are invested in group annuity contracts of NLIC.

         Pension cost (benefit) charged to operations by the Company during the
         years ended December 31, 1999, 1998 and 1997 were $(8.3) million, $2.0
         million and $7.5 million, respectively. The Company has recorded a
         prepaid pension asset of $13.3 million and $5.0 million as of December
         31, 1999 and 1998, respectively.

         In addition to the defined benefit pension plan, the Company, together
         with other affiliated companies, participates in life and health care
         defined benefit plans for qualifying retirees. Postretirement life and
         health care benefits are contributory and generally available to full
         time employees who have attained age 55 and have accumulated 15 years
         of service with the Company after reaching age 40. Postretirement
         health care benefit contributions are adjusted annually and contain
         cost-sharing features such as deductibles and coinsurance. In addition,
         there are caps on the Company's portion of the per-participant cost of
         the postretirement health care benefits. These caps can increase
         annually, but not more than three percent. The Company's policy is to
         fund the cost of health care benefits in amounts determined at the
         discretion of management. Plan assets are invested primarily in group
         annuity contracts of NLIC.

         The Company elected to immediately recognize its estimated accumulated
         postretirement benefit obligation (APBO), however, certain affiliated
         companies elected to amortize their initial transition obligation over
         periods ranging from 10 to 20 years.

         The Company's accrued postretirement benefit expense as of December 31,
         1999 and 1998 was $49.6 million and $40.1 million, respectively, and
         the net periodic postretirement benefit cost (NPPBC) for 1999, 1998 and
         1997 was $4.9 million, $4.1 million and $3.0 million, respectively.
<PAGE>   20
               NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
                         (a wholly owned subsidiary of
                      Nationwide Financial Services, Inc.)

              Notes to Consolidated Financial Statements, Continued


         Information regarding the funded status of the pension plan as a whole
         and the postretirement life and health care benefit plan as a whole as
         of December 31, 1999 and 1998 follows:

<TABLE>
<CAPTION>
                                                                         Pension Benefits        Postretirement Benefits
                                                                        ------------------       -----------------------
              (in millions)                                               1999       1998         1999            1998
              --------------------------------------------------------- --------   --------      -------         -------
<S>                                                                     <C>        <C>           <C>             <C>
              Change in benefit obligation:
              Benefit obligation at beginning of year                   $2,185.0   $2,033.8      $ 270.1         $ 237.9
              Service cost                                                  80.0       87.6         14.2             9.8
              Interest cost                                                109.9      123.4         17.6            15.4
              Actuarial (gain) loss                                        (95.0)     123.2        (64.4)           15.6
              Plan settlement in 1999/curtailment in 1998                 (396.1)    (107.2)          --              --
              Benefits paid                                                (72.4)     (75.8)       (11.0)           (8.6)
              Acquired companies                                              --         --         13.3              --
                                                                        --------   --------      -------         -------
              Benefit obligation at end of year                          1,811.4    2,185.0        239.8           270.1
                                                                        --------   --------      -------         -------
              Change in plan assets:
              Fair value of plan assets at beginning of year             2,541.9    2,212.9         77.9            69.2
              Actual return on plan assets                                 161.8      300.7          3.5             5.0
              Employer contribution                                         12.4      104.1         20.9            12.1
              Plan settlement                                             (396.1)        --           --              --
              Benefits paid                                                (72.4)     (75.8)       (11.0)           (8.4)
                                                                        --------   --------      -------         -------
              Fair value of plan assets at end of year                   2,247.6    2,541.9         91.3            77.9
                                                                        --------   --------      -------         -------

              Funded status                                                436.2      356.9       (148.5)         (192.2)
              Unrecognized prior service cost                               28.2       31.5           --              --
              Unrecognized net (gains) losses                             (402.0)    (345.7)       (46.7)           16.0
              Unrecognized net (asset) obligation at transition             (7.7)     (11.0)         1.1             1.3
                                                                        --------   --------      -------         -------
              Prepaid (accrued) benefit cost                            $   54.7   $   31.7      $(194.1)        $(174.9)
                                                                        ========   ========      =======         =======
</TABLE>
<PAGE>   21
               NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
                         (a wholly owned subsidiary of
                      Nationwide Financial Services, Inc.)

              Notes to Consolidated Financial Statements, Continued



         Basis for measurements, funded status of the pension plan and
         postretirement life and health care benefit plan:

<TABLE>
<CAPTION>
                                                                    Pension Benefits        Postretirement Benefits
                                                                    ----------------        -----------------------
                                                                    1999        1998         1999             1998
                                                                    ----        ----        -------          ------

<S>                                                                 <C>         <C>
              Weighted average discount rate                        7.00%       5.50%        7.80%            6.65%
              Rate of increase in future compensation levels        5.25%       3.75%          --               --
              Assumed health care cost trend rate:
                    Initial rate                                      --          --        15.00%           15.00%
                    Ultimate rate                                     --          --         5.50%            8.00%
                    Uniform declining period                          --          --        5 Years         15 Years
</TABLE>

         The net periodic pension cost for the pension plan as a whole for the
         years ended December 31, 1999, 1998 and 1997 follows:
<TABLE>
<CAPTION>

              (in millions)                                                              1999       1998          1997
              --------------------------------------------------------------------------------   -----------   ------------
<S>                                                                                    <C>          <C>          <C>
              Service cost (benefits earned during the period)                         $  80.0      $  87.6      $   77.3
              Interest cost on projected benefit obligation                              109.9        123.4         118.6
              Expected return on plan assets                                            (160.3)      (159.0)       (139.0)
              Recognized gains                                                            (9.1)        (3.8)           --
              Amortization of prior service cost                                           3.2          3.2           3.2
              Amortization of unrecognized transition obligation (asset)                  (1.4)         4.2           4.2
                                                                                       -------      -------      --------
                                                                                       $  22.3      $  55.6      $   64.3
                                                                                       =======      =======      ========
</TABLE>

         Effective December 31, 1998, Wausau Service Corporation (WSC) ended its
         affiliation with Nationwide Insurance and employees of WSC ended
         participation in the plan. A curtailment gain of $67.1 million resulted
         (consisting of a $107.2 million reduction in the projected benefit
         obligation, net of the write-off of the $40.1 million remaining
         unamortized transition obligation related to WSC). During 1999, the
         plan transferred assets to settle its obligation related to WSC
         employees . A settlement gain of $32.9 million was recognized.

         Basis for measurements, net periodic pension cost for the pension plan:
<TABLE>
<CAPTION>

                                                                           1999          1998          1997
                                                                          ------        -----         -----
<S>                                                                       <C>           <C>           <C>
             Weighted average discount rate                               6.08%         6.00%         6.50%
             Rate of increase in future compensation levels               4.33%         4.25%         4.75%
             Expected long-term rate of return on plan assets             7.33%         7.25%         7.25%
</TABLE>
<PAGE>   22
               NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
                         (a wholly owned subsidiary of
                      Nationwide Financial Services, Inc.)

              Notes to Consolidated Financial Statements, Continued



         The amount of NPPBC for the postretirement benefit plan as a whole for
         the years ended December 31, 1999, 1998 and 1997 was as follows:

<TABLE>
<CAPTION>
             (in millions)                                                              1999          1998          1997
                                                                                         -------   -----------   -----------
<S>                                                                                      <C>           <C>          <C>
             Service cost (benefits attributed to employee service during the year)      $14.2         $ 9.8         $ 7.0
             Interest cost on accumulated postretirement benefit obligation               17.6          15.4          14.0
             Actual return on plan assets                                                 (3.5)         (5.0)         (3.6)
             Amortization of unrecognized transition obligation of affiliates              0.6           0.2           0.2
             Net amortization and deferral                                                (1.8)          1.2          (0.5)
                                                                                         -----         -----         -----
                                                                                         $27.1         $21.6         $17.1
                                                                                         =====         =====         =====
</TABLE>

         Actuarial assumptions used for the measurement of the NPPBC for the
         postretirement benefit plan for 1999, 1998 and 1997 were as follows:

<TABLE>
<CAPTION>

                                                               1999      1998       1997
                                                             -------    ------     ------

<S>                                                          <C>        <C>       <C>
               Discount rate                                 6.65%      6.70%      7.25%
               Long term rate of return on plan
                   assets, net of tax                        7.15%      5.83%      5.89%
               Assumed health care cost trend rate:
                   Initial rate                             15.00%     12.00%     11.00%
                   Ultimate rate                             5.50%      6.00%      6.00%
                   Uniform declining period                 5 Years   12 Years   12 Years

</TABLE>

         For the postretirement benefit plan as a whole, a one percentage point
         increase or decrease in the assumed health care cost trend rate would
         have no impact on the APBO as of December 31, 1999 and have no impact
         on the NPPBC for the year ended December 31, 1999.

(10)     Shareholder's Equity, Regulatory Risk-Based Capital, Retained Earnings
         and Dividend Restrictions

         Ohio, NLIC's and NLAIC's state of domicile, imposes minimum risk-based
         capital requirements that were developed by the NAIC. The formulas for
         determining the amount of risk-based capital specify various weighting
         factors that are applied to financial balances or various levels of
         activity based on the perceived degree of risk. Regulatory compliance
         is determined by a ratio of the company's regulatory total adjusted
         capital, as defined by the NAIC, to its authorized control level
         risk-based capital, as defined by the NAIC. Companies below specific
         trigger points or ratios are classified within certain levels, each of
         which requires specified corrective action. NLIC and NLAIC each exceed
         the minimum risk-based capital requirements.

         The statutory capital and surplus of NLIC as of December 31, 1999, 1998
         and 1997 was $1.35 billion, $1.32 billion and $1.13 billion,
         respectively. The statutory net income of NLIC for the years ended
         December 31, 1999, 1998 and 1997 was $276.2 million, $171.0 million and
         $111.7 million, respectively.

         The Company is limited in the amount of shareholder dividends it may
         pay without prior approval by the Department. As of December 31, 1999
         $40.2 million of dividends could be paid by NLIC without prior
         approval.
<PAGE>   23
               NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
                         (a wholly owned subsidiary of
                      Nationwide Financial Services, Inc.)

              Notes to Consolidated Financial Statements, Continued



         In addition, the payment of dividends by NLIC may also be subject to
         restrictions set forth in the insurance laws of New York that limit the
         amount of statutory profits on NLIC's participating policies (measured
         before dividends to policyholders) that can inure to the benefit of the
         Company and its shareholder.

         The Company currently does not expect such regulatory requirements to
         impair its ability to pay operating expenses and shareholder dividends
         in the future.

(11)     Transactions With Affiliates

         During second quarter 1999 the Company entered into a modified
         coinsurance arrangement to reinsure the 1999 operating results of an
         affiliated company, Employers Life Insurance Company of Wausau (ELOW)
         retroactive to January 1, 1999. In September 1999, NFS acquired ELOW
         for $120.8 million and immediately merged ELOW into NLIC terminating
         the modified coinsurance arrangement. Because ELOW was an affiliate,
         the Company accounted for the merger similar to poolings-of-interests;
         however, prior period financial statements were not restated due to
         immateriality. The reinsurance and merger combined contributed $1.46
         million to year to date net income.

         The Company has a reinsurance agreement with NMIC whereby all of the
         Company's accident and health business is ceded to NMIC on a modified
         coinsurance basis. The agreement covers individual accident and health
         business for all periods presented and group and franchise accident and
         health business since July 1, 1999. Either party may terminate the
         agreement on January 1 of any year with prior notice. Prior to July 1,
         1999 group and franchise accident and health business and a block of
         group life insurance policies were ceded to ELOW under a modified
         coinsurance agreement. Under a modified coinsurance agreement, invested
         assets are retained by the ceding company and investment earnings are
         paid to the reinsurer. Under the terms of the Company's agreements, the
         investment risk associated with changes in interest rates is borne by
         the reinsurer. Risk of asset default is retained by the Company,
         although a fee is paid to the Company for the retention of such risk.
         The ceding of risk does not discharge the original insurer from its
         primary obligation to the policyholder. The Company believes that the
         terms of the modified coinsurance agreements are consistent in all
         material respects with what the Company could have obtained with
         unaffiliated parties. Revenues ceded to NMIC and ELOW for the years
         ended December 31, 1999, 1998 and 1997 were $193.0 million, $216.9
         million, and $315.3 million, respectively, while benefits, claims and
         expenses ceded were $216.9 million, $259.3 million, and $326.6 million,
         respectively.

         Pursuant to a cost sharing agreement among NMIC and certain of its
         direct and indirect subsidiaries, including the Company, NMIC provides
         certain operational and administrative services, such as sales support,
         advertising, personnel and general management services, to those
         subsidiaries. Expenses covered by such agreement are subject to
         allocation among NMIC and such subsidiaries. Measures used to allocate
         expenses among companies include individual employee estimates of time
         spent, special cost studies, salary expense, commission expense and
         other methods agreed to by the participating companies that are within
         industry guidelines and practices. In addition, beginning in 1999
         Nationwide Services Company, a subsidiary of NMIC, provides computer,
         telephone, mail, employee benefits administration, and other services
         to NMIC and certain of its direct and indirect subsidiaries, including
         the Company, based on specified rates for units of service consumed.
         For the years ended December 31, 1999, 1998 and 1997, the Company made
         payments to NMIC and Nationwide Services Company totaling $124.1
         million, $95.0 million, and $85.8 million, respectively. In addition,
         the Company does not believe that expenses recognized under these
         agreements are materially different than expenses that would have been
         recognized had the Company operated on a stand-alone basis.

         The Company leases office space from NMIC and certain of its
         subsidiaries. For the years ended December 31, 1999, 1998 and 1997, the
         Company made lease payments to NMIC and its subsidiaries of $9.9
         million, $8.0 million and $8.4 million, respectively.
<PAGE>   24
               NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
                         (a wholly owned subsidiary of
                      Nationwide Financial Services, Inc.)

              Notes to Consolidated Financial Statements, Continued


         The Company also participates in intercompany repurchase agreements
         with affiliates whereby the seller will transfer securities to the
         buyer at a stated value. Upon demand or a stated period, the securities
         will be repurchased by the seller at the original sales price plus a
         price differential. Transactions under the agreements during 1999 and
         1998 were not material. The Company believes that the terms of the
         repurchase agreements are materially consistent with what the Company
         could have obtained with unaffiliated parties.

         The Company and various affiliates entered into agreements with
         Nationwide Cash Management Company (NCMC), an affiliate, under which
         NCMC acts as a common agent in handling the purchase and sale of
         short-term securities for the respective accounts of the participants.
         Amounts on deposit with NCMC were $411.7 million and $248.4 million as
         of December 31, 1999 and 1998, respectively, and are included in
         short-term investments on the accompanying consolidated balance sheets.

         As part of certain restructuring activities that occurred prior to the
         March 1997 IPO, the Company paid a dividend valued at $485.7 million to
         Nationwide Corp. on January 1, 1997 consisting of the outstanding
         shares of common stock of ELOW, National Casualty Company (NCC) and
         West Coast Life Insurance Company (WCLIC). Also, on February 24, 1997,
         the Company paid a dividend to NFS, and NFS paid an equivalent dividend
         to Nationwide Corp., consisting of securities having an aggregate fair
         value of $850.0 million. The Company recognized a gain of $14.4 million
         on the transfer of securities.

         Certain annuity products are sold through three affiliated companies,
         which are also subsidiaries of NFS. Total commissions and fees paid to
         these affiliates for the three years ended December 31, 1999 were $56.0
         million, $60.0 million and $66.1 million, respectively.

(12)     Bank Lines of Credit

         NFS, NLIC and NMIC are parties to a $600.0 million revolving credit
         facility which provides for a $600.0 million loan over a five year term
         on a fully revolving basis with a group of national financial
         institutions. The credit facility provides for several and not joint
         liability with respect to any amount drawn by any party. NFS, NLIC and
         NMIC pay facility and usage fees to the financial institutions to
         maintain the revolving credit facility. As of December 31, 1999 the
         Company had no amounts outstanding under the agreement.

(13)     Contingencies

         On October 29, 1998, the Company was named in a lawsuit filed in Ohio
         state court related to the sale of deferred annuity products for use as
         investments in tax-deferred contributory retirement plans (Mercedes
         Castillo v. Nationwide Financial Services, Inc., Nationwide Life
         Insurance Company and Nationwide Life and Annuity Insurance Company).
         On May 3, 1999, the complaint was amended to, among other things, add
         Marcus Shore as a second plaintiff. The amended complaint is brought as
         a class action on behalf of all persons who purchased individual
         deferred annuity contracts or participated in group annuity contracts
         sold by the Company and the other named Company affiliates which were
         used to fund certain tax-deferred retirement plans. The amended
         complaint seeks unspecified compensatory and punitive damages. No class
         has been certified. On June 11, 1999, the Company and the other named
         defendants filed a motion to dismiss the amended complaint. On March 8,
         2000, the court denied the motion to dismiss the amended complaint
         filed by the Company and other named defendants. The Company intends to
         defend this lawsuit vigorously.

(14)     Segment Information

         The Company uses differences in products as the basis for defining its
         reportable segments. The Company reports three product segments:
         Variable Annuities, Fixed Annuities and Life Insurance.
<PAGE>   25
               NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
                         (a wholly owned subsidiary of
                      Nationwide Financial Services, Inc.)

              Notes to Consolidated Financial Statements, Continued



         The Variable Annuities segment consists of annuity contracts that
         provide the customer with access to a wide range of investment options,
         tax-deferred accumulation of savings, asset protection in the event of
         an untimely death, and flexible payout options including a lump sum,
         systematic withdrawal or a stream of payments for life. The Company's
         variable annuity products consist almost entirely of flexible premium
         deferred variable annuity contracts.

         The Fixed Annuities segment consists of annuity contracts that generate
         a return for the customer at a specified interest rate fixed for a
         prescribed period, tax-deferred accumulation of savings, and flexible
         payout options including a lump sum, systematic withdrawal or a stream
         of payments for life. Such contracts consist of single premium deferred
         annuities, flexible premium deferred annuities and single premium
         immediate annuities. The Fixed Annuities segment includes the fixed
         option under variable annuity contracts.

         The Life Insurance segment consists of insurance products, including
         variable universal life insurance and corporate-owned life insurance
         products, that provide a death benefit and may also allow the customer
         to build cash value on a tax-deferred basis.

         In addition to the product segments, the Company reports corporate
         revenue and expenses, investments and related investment income
         supporting capital not specifically allocated to its product segments,
         revenues and expenses of its investment advisor subsidiary, revenues
         and expenses related to group annuity contracts sold to Nationwide
         Insurance employee and agent benefit plans and all realized gains and
         losses on investments in a Corporate and Other segment.

         During 1999 the Company revised the allocation of net investment income
         among its Life Insurance and Corporate and Other segments. Also,
         certain amounts previously reported as other income were reclassified
         to operating expense. Amounts reported for prior periods have been
         restated to reflect these changes.

         The following table summarizes the financial results of the Company's
         business segments for the years ended December 31, 1999, 1998 and 1997.

<TABLE>
<CAPTION>
                                                  Variable      Fixed        Life      Corporate
         (in millions)                            Annuities    Annuities   Insurance   and Other      Total
         ------------------------------------     ---------    ---------   ---------   ---------    ---------
<S>                            <C>                <C>          <C>          <C>         <C>         <C>
         1999:
         Net investment income (1)                $   (41.5)   $ 1,134.5    $  253.1    $  174.7    $ 1,520.8
         Other operating revenue                      668.2         43.4       393.0        77.8      1,182.4
                                                  ---------    ---------    --------    --------    ---------
            Total operating revenue (2)               626.7      1,177.9       646.1       252.5      2,703.2
                                                  ---------    ---------    --------    --------    ---------
         Interest credited to policyholder
            account balances                             --        837.5       130.5       128.3      1,096.3
         Amortization of deferred policy
            acquisition costs                         162.8         49.7        60.1          --        272.6
         Other benefits and expenses                  173.6        113.5       334.7        94.4        716.2
                                                  ---------    ---------    --------    --------    ---------
            Total expenses                            336.4      1,000.7       525.3       222.7      2,085.1
                                                  ---------    ---------    --------    --------    ---------
         Operating income before
            federal income tax                        290.3        177.2       120.8        29.8        618.1
         Realized losses on investments                  --           --          --       (11.6)       (11.6)
                                                  ---------    ---------    --------    --------    ---------
         Consolidated income before
            federal tax expense                   $   290.3    $   177.2    $  120.8    $   18.2    $   606.5
                                                  =========    =========    ========    ========    =========
         Assets as of year end                    $62,599.7    $17,134.8    $6,616.7    $6,324.7    $92,675.9
                                                  =========    =========    ========    ========    =========
</TABLE>
<PAGE>   26
               NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
                         (a wholly owned subsidiary of
                      Nationwide Financial Services, Inc.)

              Notes to Consolidated Financial Statements, Continued

<TABLE>
<CAPTION>

                                                    Variable           Fixed            Life         Corporate
         (in millions)                              Annuities         Annuities       Insurance       and Other         Total
         ------------------------------------       ---------         ---------       ---------       ---------       ---------
<S>                                                 <C>               <C>              <C>             <C>             <C>
         1998:
         Net investment income (1)                  $   (31.3)        $ 1,116.6        $  225.6        $  170.7        $ 1,481.6
         Other operating revenue                        532.9              35.7           318.5            78.6            965.7
                                                    ---------         ---------        --------        --------        ---------
            Total operating revenue (2)                 501.6           1,152.3           544.1           249.3          2,447.3
                                                    ---------         ---------        --------        --------        ---------
         Interest credited to policyholder
            account balances                               --             828.6           115.4           125.0          1,069.0
         Amortization of deferred policy
            acquisition costs                           123.9              44.2            46.4              --            214.5
         Other benefits and expenses                    159.3             104.2           293.5            78.1            635.1
                                                    ---------         ---------        --------        --------        ---------
            Total expenses                              283.2             977.0           455.3           203.1          1,918.6
                                                    ---------         ---------        --------        --------        ---------
         Operating income before federal
             income tax                                 218.4             175.3            88.8            46.2            528.7
         Realized gains on investments                     --                --              --            28.4             28.4
                                                    ---------         ---------        --------        --------        ---------
         Consolidated income before
            federal tax expense                     $   218.4         $   175.3        $   88.8        $   74.6        $   557.1
                                                    =========         =========        ========        ========        =========
         Assets as of year end                      $47,668.7         $15,215.7        $5,187.6        $6,270.1        $74,342.1
                                                    =========         =========        ========        ========        =========

         1997:
         Net investment income (1)                  $   (26.8)        $ 1,098.2        $  184.9        $  152.9        $ 1,409.2
         Other operating revenue                        413.9              43.2           283.4            56.6            797.1
                                                    ---------         ---------        --------        --------        ---------
            Total operating revenue (2)                 387.1           1,141.4           468.3           209.5          2,206.3
                                                    ---------         ---------        --------        --------        ---------
         Interest credited to policyholder
            account balances                               --             823.4            78.5           114.7          1,016.6
         Amortization of deferred policy
            acquisition costs                            87.8              39.8            39.6              --            167.2
         Benefits and expenses                          148.4             108.7           283.5            63.1            603.7
                                                    ---------         ---------        --------        --------        ---------
            Total expenses                              236.2             971.9           401.6           177.8          1,787.5
                                                    ---------         ---------        --------        --------        ---------
         Operating income before federal
             income tax                                 150.9             169.5            66.7            31.7            418.8
         Realized gains on investments                     --              --                --            11.1             11.1
                                                    ---------         ---------        --------        --------        ---------
         Consolidated income before
            federal tax expense                     $   150.9         $   169.5        $   66.7        $   42.8        $   429.9
                                                    =========         =========        ========        ========        =========
         Assets as of year end                      $35,278.7         $14,436.3        $3,901.4        $6,174.3        $59,790.7
                                                    =========         =========        ========        ========        =========
</TABLE>

----------
        (1)  The Company's method of allocating net investment income results in
             a charge (negative net investment income) to the Variable Annuities
             segment which is recognized in the Corporate and Other segment. The
             charge relates to non-invested assets which support this segment on
             a statutory basis.
        (2)  Excludes realized gains and losses on investments.

         The Company has no significant revenue from customers located outside
         of the United States nor does the Company have any significant
         long-lived assets located outside the United States.

<PAGE>   126


PART C. OTHER INFORMATION

Item 24. FINANCIAL STATEMENTS AND EXHIBITS

                      (a)  To be filed by Financial Statements:

                           (1)   Financial statements included
                                 in Prospectus
                                 (Part A):

                                 Condensed Financial Information.

                           (2)   Financial statements included
                                 in Part B:

                                 Those financial statements 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 Fidelity Advisor Variable Account:

                                 Independent Auditors' Report.

                                 Statements of Assets, Liabilities
                                 and Contract Owners' Equity as of
                                 December 31, 1999.

                                 Statements of Operations for the years ended
                                 December 31, 1999, and 1998.

                                 Statements of Changes in Contract Owners'
                                 Equity for the years ended December 31, 1999
                                 and 1998.

                                 Notes to Financial Statements.

                           Nationwide Life Insurance Company:

                                 Independent Auditors' Report.

                                 Consolidated Balance Sheets as of December 31,
                                 1999 and 1998.

                                 Consolidated Statements of Income for the years
                                 ended December 31, 1999, 1998 and 1997.

                                 Consolidated Statements of Shareholder's Equity
                                 for the years ended December 31, 1999, 1998 and
                                 1997.

                                 Consolidated Statements of Cash Flows for the
                                 years ended December 31, 1999, 1998 and 1997.

                                 Notes to Consolidated Financial Statements.




<PAGE>   127


Item 24.              (b)  Exhibits

                           (1)   Resolution of Depositor's Board of Directors
                                 authorizing the establishment of the
                                 Registrant. - Filed previously with the
                                 Registration Statement (File No. 33-82174) on
                                 November 8, 1994, and hereby incorporated by
                                 reference.

                           (2)   Not Applicable

                           (3)   Form of the Underwriting or Distribution
                                 contracts between the Registrant and the
                                 Principal Underwriter. - Filed previously with
                                 Post-Effective Amendment No. 9 to the
                                 Registration Statement (File No. 33-89560) and
                                 hereby incorporated by reference.

                           (4)   The form of the variable annuity contract. -
                                 Filed previously with Registration Statement
                                 (File No. 33-89560) on October 31, 1997, and
                                 hereby incorporated by reference.

                           (5)   The variable annuity application. - Filed
                                 previously with Post-Effective Amendment No. 4
                                 to the Registration Statement (File No.
                                 33-89560) and hereby incorporated by reference.

                           (6)   Articles of Incorporation of the Depositor. -
                                 Filed previously with the Registration
                                 Statement (File No. 33-82174) on November 8,
                                 1994, and hereby incorporated by reference.

                           (7)   Not Applicable

                           (8)   Not Applicable

                           (9)   Opinion of Counsel - Filed previously with the
                                 Registration Statement (File No. 33-89560) and
                                 is hereby incorporated by reference.

                           (10)  Not Applicable

                           (11)  Not Applicable

                           (12)  Not Applicable

                           (13)  Computation of Performance Quotations - Filed
                                 previously with the Registration Statement
                                 (File No. 33-82174) on November 8, 1994, and
                                 hereby incorporated by reference.


<PAGE>   128


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 Olive, NC  28365-6107

              A. I. Bell                                             Director
              4121 North River Road West
              Zanesville, OH  43701


              Nancy C. BREIT                                         Director
              1767D Westwood Avenue
              Alliance, OH  44601

              Yvonne M. CURL                                         Director
              Xerox Corporation
              Suite 200
              1401 H Street NW
              Washington, DC 20005-2110


              Kenneth D. Davis                                       Director
              7229 Woodmansee Road
              Leesburg, OH  45135

              Keith W. Eckel                                         Director
              1647 Falls Road
              Clarks Summit, PA 18411

              Willard J. Engel                                       Director
              301 East Marshall Street
              Marshall, MN  56258

              Fred C. Finney                                         Director
              1558 West Moreland Road
              Wooster, OH  44691

              Joseph J. Gasper                         President and Chief Operating Officer
              One Nationwide Plaza                                 and Director
              Columbus, OH  43215


              W. G. JURGENSEN                                 CHIEF EXECUTIVE OFFICER
              ONE NATIONWIDE PLAZA                                 AND DIRECTOR
              COLUMBUS, OH  43215


              Dimon R. McFerson                                    Chairman and
              One Nationwide Plaza                                   Director
              Columbus, OH 43215

              David O. Miller                           Chairman of the Board and Director
              115 Sprague Drive
              Hebron, OH  43025
</TABLE>



<PAGE>   129


<TABLE>
<CAPTION>
             NAME AND PRINCIPAL                             POSITIONS AND OFFICES
              BUSINESS ADDRESS                                 WITH DEPOSITOR
             <S>                                       <C>
              Ralph M. Paige                                         Director
              Federation of Southern
              Cooperatives/Land Assistance Fund
              2769 Church Street

              East Point, GA  30344

              James F. Patterson                                     Director
              8765 Mulberry Road
              Chesterland, OH  44026

              Arden L. Shisler                                       Director
              1356 North Wenger Road
              Dalton, OH  44618

              Robert L. Stewart                                      Director
              88740 Fairview Road
              Jewett, OH  43986

              Richard D. Headley                             Executive Vice President
              One Nationwide Plaza

              Columbus, OH 43215


              MICHAEL S. HELFER                             EXECUTIVE VICE PRESIDENT -
              ONE NATIONWIDE PLAZA                              CORPORATE STRATEGY
              COLUMBUS, OH  43215

              Donna A James                                 EXECUTIVE Vice President -
              One Nationwide Plaza                         CHIEF ADMINISTRATIVE Officer
              Columbus, OH  43215


              Robert A. Oakley                              Executive Vice President -
              One Nationwide Plaza                            Chief Financial Officer
              Columbus, OH  43215

              Robert J. Woodward, Jr.                       Executive Vice President -
              One Nationwide Plaza                           Chief Investment Officer
              Columbus, OH  43215

              Charles A. Bryan                               Senior Vice President -
              One Nationwide Plaza                     Chief Actuary - Property and Casualty
              Columbus, OH 43215

              John R. Cook, Jr.                              Senior Vice President -
              One Nationwide Plaza                         Chief Communications Officer
              Columbus, OH  43215

              Thomas L. Crumrine                               Senior Vice President
              One Nationwide Plaza

              Columbus, OH 43215

              David A. Diamond                               Senior Vice President -
              One Nationwide Plaza                             Corporate Controller
              Columbus, OH 43215
</TABLE>


<PAGE>   130


<TABLE>
<CAPTION>
             NAME AND PRINCIPAL                             POSITIONS AND OFFICES
              BUSINESS ADDRESS                                 WITH DEPOSITOR
             <S>                                       <C>
              Philip C. Gath                                 Senior Vice President -
              One Nationwide Plaza                     Chief Actuary - Nationwide Financial
              Columbus, OH  43215

              Patricia R. Hatler                              Senior Vice President,
              One Nationwide Plaza                         General Counsel and Secretary
              Columbus, OH 43215

              David K. Hollingsworth                         Senior Vice President -
              One Nationwide Plaza                           Business Development and
              Columbus, OH 43215                                 Sponsor Relations


              David R. Jahn                                  Senior Vice President -
              One Nationwide Plaza                              PROJECT MANAGEMENT
              Columbus, OH 43215


              Richard A. Karas                           Senior Vice President - Sales -
              One Nationwide Plaza                              Financial Services
              Columbus, OH  43215

              Gregory S. Lashutka                            Senior Vice President -
              One Nationwide Plaza                              Corporate Relations
              Columbus, OH 43215

              Edwin P. McCausland, Jr.                       Senior Vice President -
              One Nationwide Plaza                            Fixed Income Securities
              Columbus, OH 43215


              Mark D. Phelan                                 Senior Vice President -
              One Nationwide Plaza                           CHIEF Technology OFFICER
              Columbus, OH 43215


              Douglas C. Robinette                           Senior Vice President -
              One Nationwide Plaza                                    Claims
              Columbus, OH  43215

              Mark R. Thresher                               Senior Vice President -
              One Nationwide Plaza                        Finance - Nationwide Financial
              Columbus, OH 43215

              Richard M. Waggoner                            Senior Vice President -
              One Nationwide Plaza                                  Operations
              Columbus, OH 43215

              Susan A. Wolken                             Senior Vice President - Product
              One Nationwide Plaza                          Management and Nationwide
              Columbus, OH  43215                               Financial Marketing
</TABLE>


<PAGE>   131



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


<PAGE>   132


<TABLE>
<CAPTION>
                COMPANY                      STATE/COUNTRY OF         NO. VOTING                PRINCIPAL BUSINESS
                                               ORGANIZATION           SECURITIES
                                                                     (SEE ATTACHED
                                                                     CHART UNLESS
                                                                       OTHERWISE
                                                                      INDICATED)
<S>                                      <C>                       <C>                <C>
The 401(k) Companies, Inc.               Texas                                        Holding Company

The 401(k) Company                       Texas                                        Third-party administrator for 401(k)
                                                                                      plans

401(k) Investment Advisors, Inc.         Texas                                        Investment advisor registered with the
                                                                                      SEC

401(k) Investments Services, Inc.        Texas                                        NASD registered broker-dealer

Affiliate Agency, Inc.                   Delaware                                     Insurance agency marketing life
                                                                                      insurance & annuity products through
                                                                                      financial institutions

Affiliate Agency of Ohio, Inc.           Ohio                                         Insurance agency marketing life
                                                                                      insurance & annuity products through
                                                                                      financial institutions

AID Finance Services, Inc.               Iowa                                         Holding Company

ALLIED General Agency Company            Iowa                                         Managing general agent and surplus
                                                                                      lines broker for property & casualty
                                                                                      insurance products

ALLIED Group, Inc.                       Iowa                                         Property & casualty holding company

ALLIED Group Insurance Marketing         Iowa                                         Direct marketer for property and
Company                                                                               casualty insurance products

ALLIED Group Merchant Banking            Iowa                                         Broker-Dealer
Corporation

ALLIED Property and Casualty Insurance   Iowa                                         Underwrites general property &
Company                                                                               casualty insurance

Allnations, Inc.                         Ohio                                         Promotes international cooperative
                                                                                      insurance organizations

AMCO Insurance Company                   Iowa                                         Underwrites general property &
                                                                                      casualty insurance

American Marine Underwriters, Inc.       Florida                                      Underwriting manager for ocean cargo
                                                                                      and bulk insurance

Auto Direkt Insurance Company            Germany                                      Insurance Company

Cal-Ag Insurance services, Inc.          California                                   Captive insurance brokerage firm

CalFarm Insurance Agency                 California                                   Former marketing company for
                                                                                      traditional agent producers of CalFarm
                                                                                      Insurance Company

CalFarm Insurance Company                California                                   Multi-line insurance company

Caliber Funding                          Delaware                                     A limited purpose corporation

Colonial County Mutual Insurance         Texas                                        Insurance Company
Company

Columbus Insurance Brokerage and         Germany                                      General service insurance broker
Service GmbH

</TABLE>


<PAGE>   133


<TABLE>
<CAPTION>
                COMPANY                      STATE/COUNTRY OF         NO. VOTING                PRINCIPAL BUSINESS
                                               ORGANIZATION           SECURITIES
                                                                     (SEE ATTACHED
                                                                     CHART UNLESS
                                                                       OTHERWISE
                                                                      INDICATED)

<S>                                      <C>                       <C>                <C>
Cooperative Service Company              Nebraska                                     Insurance agency that sells and
                                                                                      services commercial insurance

Depositors Insurance Company             Iowa                                         Underwrites property & casualty
                                                                                      insurance

eNationwide, LLC                         Ohio                                         A limited liability company to provide
                                                                                      administrative services to
                                                                                      Nationwide's direct operations

Excaliber Funding Corporation            Delaware                                     Limited purpose corporation

F&B, Inc.                                Iowa                                         Insurance Agency

Farmland Mutual Insurance Company        Iowa                                         Mutual Insurance Company

Financial Horizons Distributors Agency   Alabama                                      Insurance agency marketing life
of Alabama, Inc.                                                                      insurance and annuity products through
                                                                                      financial institutions

Financial Horizons Distributors Agency   Ohio                                         Insurance marketing life insurance and
of Ohio, Inc.                                                                         annuity products through financial
                                                                                      institutions

Financial Horizons Distributors Agency   Oklahoma                                     Insurance marketing life insurance and
of Oklahoma, Inc.                                                                     annuity products through financial
                                                                                      institutions

Financial Horizons Distributors Agency   Texas                                        Insurance marketing life insurance and
of Texas, Inc.                                                                        annuity products through financial
                                                                                      institutions

*Financial Horizons Investment Trust     Massachusetts                                Diversified, open-end investment
                                                                                      company

Financial Horizons Securities            Oklahoma                                     Limited broker-dealer doing business
Corporation                                                                           solely in the financial institution
                                                                                      market

GatesMcDonald Health Plus Inc.           Ohio                                         Managed Care Organization

Gates, McDonald & Company                Ohio                                         Services employers for managing
                                                                                      workers' and unemployment compensation
                                                                                      matters

Gates, McDonald & Company of Nevada      Nevada                                       Self-insurance administration, claims
                                                                                      examinations and data processing
                                                                                      services

Gates, McDonald & Company of New York,   New York                                     Workers' compensation/self-insured
Inc.                                                                                  claims administration services to
                                                                                      employers with exposure in New York

Insurance Intermediaries, Inc.           Ohio                                         Insurance agency providing commercial
                                                                                      property & casualty brokerage services

Irvin L. Schwartz and Associates, Inc.   Ohio                                         Insurance Agency

Landmark Financial Services of New       New York                                     Insurance agency marketing life
York, Inc.                                                                            insurance and annuity products through
                                                                                      financial institutions

Leben Direkt Insurance Company           Germany                                      Life insurance through direct mail

</TABLE>



<PAGE>   134


<TABLE>
<CAPTION>
                COMPANY                      STATE/COUNTRY OF         NO. VOTING                PRINCIPAL BUSINESS
                                               ORGANIZATION           SECURITIES
                                                                     (SEE ATTACHED
                                                                     CHART UNLESS
                                                                       OTHERWISE
                                                                      INDICATED)

<S>                                      <C>                       <C>                <C>
Lone Star General Agency, Inc.           Texas                                        General agent to market non-standard
                                                                                      automobile and motorcycle insurance
                                                                                      for Colonial Mutual Insurance Company

MedProSolutions, Inc.                    Massachusetts                                Provides third-party administration
                                                                                      services for workers compensation,
                                                                                      automobile injury and disability claims

Midwest Printing Services, Ltd.          Iowa                                         General printing services

Morley & Associates, Inc.                Oregon                                       Insurance brokerage

Morley Capital Management, Inc.          Oregon                                       Investment adviser and stable value
                                                                                      money management

Morley Financial Services, Inc.          Oregon                                       Holding Company

Morley Research Associates, Ltd.         Delaware                                     Credit research consulting

**MRM Investments, Inc.                  Ohio                                         Owns and operates a recreational ski
                                                                                      facility

**National Casualty Company              Wisconsin                                    Insurance Company

National Casualty Company of America,    England                                      Insurance Company
Ltd.

National Deferred Compensation, Inc.     Ohio                                         Administers deferred compensation
                                                                                      plans for public employees

**National Premium and Benefit           Delaware                                     Provides third-party administration
Administration Company                                                                services

Nationwide Advisory Services, Inc.       Ohio                                         Registered broker-dealer providing
                                                                                      investment management and
                                                                                      administrative services

**Nationwide Agency, Inc.                Ohio                                         Insurance Agency

Nationwide Agribusiness Insurance        Iowa                                         Provides property & casualty insurance
Company                                                                               primarily to agricultural business

Nationwide Arena, LLC                    Ohio                                         A limited liability company related to
                                                                                      arena development

*Nationwide Asset Allocation Trust       Ohio                                         Diversified open-end investment company

Nationwide Assurance Company             Wisconsin                                    Underwrites non-standard automobile
                                                                                      and motorcycle insurance

Nationwide Cash Management Company       Ohio                                         Investment Securities Agent
</TABLE>



<PAGE>   135


<TABLE>
<CAPTION>
                COMPANY                      STATE/COUNTRY OF         NO. VOTING                PRINCIPAL BUSINESS
                                               ORGANIZATION           SECURITIES
                                                                     (SEE ATTACHED
                                                                     CHART UNLESS
                                                                       OTHERWISE
                                                                      INDICATED)
<S>                                      <C>                       <C>                <C>
Nationwide Corporation                   Ohio                                         Holding company for entities
                                                                                      affiliated with Nationwide Mutual
                                                                                      Insurance Company

Nationwide Exclusive Distribution        Ohio                                         A limited liability company providing
Company, LLC                                                                          agency support services to Nationwide
                                                                                      exclusive agents

Nationwide Financial Assignment Company  Ohio                                         An assignment company to administer
                                                                                      structured settlement business

Nationwide Financial Institution         Delaware                                     Insurance Agency
Distributors Agency, Inc.

Nationwide Financial Institution         New Mexico                                   Insurance Agency
Distributors Agency, Inc. of New Mexico

Nationwide Financial Institution         Massachusetts                                Insurance Agency
Distributors Agency, Inc. of
Massachusetts

Nationwide Financial Services            Bermuda                                      Long-term insurer which issued
(Bermuda) Ltd.                                                                        variable annuity and variable life
                                                                                      products to persons outside the U.S. &
                                                                                      Bermuda

Nationwide Financial Services Capital    Delaware                                     Trust which issues and sells
Trust                                                                                 securities & uses proceeds to acquire
                                                                                      debentures

Nationwide Financial Services Capital    Delaware                                     Trust which issues and sells
Trust II                                                                              securities & uses proceeds to acquire
                                                                                      debentures

Nationwide Financial Services, Inc.      Delaware                                     Holding Company for entities
                                                                                      associated with Nationwide Mutual
                                                                                      Insurance Company

Nationwide Foundation                    Ohio                                         Not-for profit corporation

Nationwide General Insurance Company     Ohio                                         Primarily provides automobile and fire
                                                                                      insurance to select customers

Nationwide Global Finance, LLC           Ohio                                         Act as a support company for
                                                                                      Nationwide Global Holdings, Inc. & its
                                                                                      international capitalization efforts

Nationwide Global Funds                  Cayman Islands                               Exempted company with limited
                                                                                      liability for purpose of issuing
                                                                                      investment shares to segregated asset
                                                                                      accounts of Nationwide Financial
                                                                                      Services (Bermuda) Ltd. and to
                                                                                      non-U.S. resident investors

Nationwide Global Holdings, Inc.         Ohio                                         Holding Company for Nationwide
                                                                                      Insurance Enterprise international
                                                                                      operations

Nationwide Global Holdings, Inc.-NGH     Grand Duchy of                               Analyze European market of life
Luxembourg Branch                        Luxembourg                                   insurance

</TABLE>



<PAGE>   136


<TABLE>
<CAPTION>
                COMPANY                      STATE/COUNTRY OF         NO. VOTING                PRINCIPAL BUSINESS
                                               ORGANIZATION           SECURITIES
                                                                     (SEE ATTACHED
                                                                     CHART UNLESS
                                                                       OTHERWISE
                                                                      INDICATED)
<S>                                      <C>                       <C>                <C>
Nationwide Global Holdings-Hong Kong,    Hong Kong                                    Primarily a holding company for
Limited                                                                               Nationwide Global Holdings, Inc. Asian
                                                                                      operations

Nationwide Global Holdings-NGH Brasil    Brazil                                       Holding company
Participacoes LTDA

Nationwide Health Plans, Inc.            Ohio                                         Health insuring organization

Nationwide Home Mortgage Company         Iowa                                         Mortgage lendor

*Nationwide Indemnity Company            Ohio                                         Reinsurance company assuming business
                                                                                      from Nationwide Mutual Insurance
                                                                                      Company and other insurers within the
                                                                                      Nationwide Insurance Enterprise

Nationwide Insurance Company of America  Wisconsin                                    Independent agency personal lines
                                                                                      underwriter of property & casualty
                                                                                      insurance

Nationwide Insurance Company of Florida  Ohio                                         Transacts general insurance business
                                                                                      except life insurance

Nationwide Insurance Golf Charities,     Ohio                                         Not-for-profit corporation
Inc.

Nationwide International Underwriters    California                                   Special risks, excess & surplus lines
                                                                                      underwriting manager

Nationwide Investing Foundation          Michigan                                     Provide investors with continuous
                                                                                      source of investment under management
                                                                                      of trustees

*Nationwide Investing Foundation II      Massachusetts                                Diversified, open-end investment
                                                                                      company

Nationwide Investment Services           Oklahoma                                     Registered broker-dealer
Corporation

Nationwide Investors Services, Inc.      Ohio                                         Stock Transfer Agent

**Nationwide Life and Annuity            Ohio                                         Life Insurance Company
Insurance Company

**Nationwide Life Insurance Company      Ohio                                         Life Insurance Company

Nationwide Lloyds                        Texas                                        Commercial property insurance in Texas

Nationwide Management Systems, Inc.      Ohio                                         Preferred provider organization,
                                                                                      products and related services

Nationwide Mutual Fire Insurance         Ohio                                         Mutual Insurance Company
Company

*Nationwide Mutual Funds                 Ohio                                         Diversified, open-end investment
                                                                                      company

Nationwide Mutual Insurance Company      Ohio                                         Mutual Insurance Company
</TABLE>



<PAGE>   137


<TABLE>
<CAPTION>
                COMPANY                      STATE/COUNTRY OF         NO. VOTING                PRINCIPAL BUSINESS
                                               ORGANIZATION           SECURITIES
                                                                     (SEE ATTACHED
                                                                     CHART UNLESS
                                                                       OTHERWISE
                                                                      INDICATED)
<S>                                      <C>                       <C>                <C>
Nationwide Properties, Ltd.              Ohio                                         Develop, own and operate real estate
                                                                                      and real estate investments

Nationwide Property and Casualty         Ohio                                         Insurance Company
Insurance Company

Nationwide Realty Investors, Inc.        Ohio                                         Develop, own and operate real estate
                                                                                      and real estate investments

Nationwide Retirement Solutions, Inc.    Delaware                                     Market and administer deferred
                                                                                      compensation plans for public employees

Nationwide Retirement Solutions, Inc.    Alabama                                      Market and administer deferred
of Alabama                                                                            compensation plans for public employees

Nationwide Retirement Solutions, Inc.    Arizona                                      Market and administer deferred
of Arizona                                                                            compensation plans for public employees

Nationwide Retirement Solutions, Inc.    Arkansas                                     Market and administer deferred
of Arkansas                                                                           compensation plans for public employees

Nationwide Retirement Solutions, Inc.    Montana                                      Market and administer deferred
of Montana                                                                            compensation plans for public employees

Nationwide Retirement Solutions, Inc.    Nevada                                       Market and administer deferred
of Nevada                                                                             compensation plans for public employees

Nationwide Retirement Solutions, Inc.    New Mexico                                   Market and administer deferred
of New Mexico                                                                         compensation plans for public employees

Nationwide Retirement Solutions, Inc.    Ohio                                         Market variable annuity contracts to
of Ohio                                                                               members of the National Education
                                                                                      Association in the state of Ohio

Nationwide Retirement Solutions, Inc.    Oklahoma                                     Market variable annuity contracts to
of Oklahoma                                                                           members of the National Education
                                                                                      Association in the state of Oklahoma

Nationwide Retirement Solutions, Inc.    South Dakota                                 Market and administer deferred
of South Dakota                                                                       compensation plans for public employees

Nationwide Retirement Solutions, Inc.    Texas                                        Market and administer deferred
of Texas                                                                              compensation plans for public employees

Nationwide Retirement Solutions, Inc.    Wyoming                                      Market variable annuity contracts to
of Wyoming                                                                            members of the National Education
                                                                                      Association in the state of Wyoming

</TABLE>




<PAGE>   138


<TABLE>
<CAPTION>
                COMPANY                      STATE/COUNTRY OF         NO. VOTING                PRINCIPAL BUSINESS
                                               ORGANIZATION           SECURITIES
                                                                     (SEE ATTACHED
                                                                     CHART UNLESS
                                                                       OTHERWISE
                                                                      INDICATED)
<S>                                      <C>                       <C>                <C>
Nationwide Retirement Solutions          Massachusetts                                Market and administer deferred
Insurance Agency Inc.                                                                 compensation plans for public employees

Nationwide Seguradora S.A.               Brazil                                       Engage in elementary, health & life
                                                                                      insurance; private open pension and
                                                                                      wealth concession plans

*Nationwide Separate Account Trust       Massachusetts                                Diversified, open-end investment
                                                                                      company

Nationwide Services Company, LLC.        Ohio                                         Single member limited liability
                                                                                      company performing shared services
                                                                                      functions for the Nationwide Insurance
                                                                                      Enterprise

Nationwide Trust Company, FSB            United States                                Federal savings bank chartered by the
                                                                                      Office of Thrift Supervision in U.S.
                                                                                      Department of Treasury to exercise
                                                                                      custody & fiduciary powers

Neckura Holding Company                  Germany                                      Administrative services for Neckura
                                                                                      Insurance Group

Neckura Insurance Company                Germany                                      Insurance Company

Neckura Life Insurance Company           Germany                                      Life and health insurance company

Nevada Independent                       Nevada                                       Workers' compensation administrative
Companies-Construction                                                                services to Nevada employers in the
                                                                                      construction industry

Nevada Independent Companies-Health      Nevada                                       Workers' compensation administrative
and Nonprofit                                                                         services to Nevada employers in health
                                                                                      & nonprofit industries

Nevada Independent Companies-            Nevada                                       Workers' compensation administrative
Hospitality and Entertainment                                                         services to Nevada employers in the
                                                                                      hospitality & entertainment industries

Nevada Independent Companies-            Nevada                                       Workers' compensation administrative
Manufacturing, Transportation and                                                     services to Nevada employers in the
Distribution                                                                          manufacturing, transportation and
                                                                                      distribution industries

NFS Distributors, Inc.                   Delaware                                     Holding company for Nationwide
                                                                                      Financial Services, Inc. distribution
                                                                                      companies

NGH Luxembourg, S.A                      Luxembourg                                   Acts primarily as holding company for
                                                                                      Nationwide Global Holdings, Inc.
                                                                                      European operations

NGH Netherlands, B.V.                    The Netherlands                              Holding company for other overseas
                                                                                      companies

</TABLE>



<PAGE>   139


<TABLE>
<CAPTION>

                COMPANY                      STATE/COUNTRY OF         NO. VOTING                PRINCIPAL BUSINESS
                                               ORGANIZATION           SECURITIES
                                                                     (SEE ATTACHED
                                                                     CHART UNLESS
                                                                       OTHERWISE
                                                                      INDICATED)

<S>                                      <C>                       <C>                <C>
NGH UK, Ltd.                             United Kingdom                               Assist Nationwide Global Holdings,
                                                                                      Inc. with European operations and
                                                                                      marketing

Northpointe Capital LLC                  Delaware                                     Limited liability company for
                                                                                      investments

PanEuroLife                              Luxembourg                                   Life Insurance company providing
                                                                                      individual life insurance primarily in
                                                                                      the UK, Belgium and France

Pension Associates, Inc.                 Wisconsin                                    Pension plan administration and record
                                                                                      keeping services

Portland Investment Services, Inc.       Oregon                                       NASD registered broker-dealer

Premier Agency, Inc.                     Iowa                                         Insurance Agency

Riverview Agency, Inc.                   Texas                                        Has a pending application to become a
                                                                                      licensed insurance agency with the
                                                                                      Texas Department of Insurance

Scottsdale Indemnity Company             Ohio                                         Insurance Company

Scottsdale Insurance Company             Ohio                                         Insurance Company

Scottsdale Surplus Lines Insurance       Arizona                                      Provides excess and surplus lines
Company                                                                               insurance coverage on a non-admitted
                                                                                      basis

SVM Sales GmbH, Neckura Insurance Group  Germany                                      Recruits and supervises external sales
                                                                                      partners who obtain new business for
                                                                                      the Neckura Group as well as to offer
                                                                                      financial services

Union Bond & Trust Company               Oregon                                       Oregon state bank with trust powers

Villanova Capital, Inc.                  Delaware                                     Holding Company

Villanova Mutual Fund Capital Trust      Delaware                                     Trust designed to act as a registered
                                                                                      investment advisor

Villanova SA Capital Trust               Delaware                                     Trust designed to act as a registered
                                                                                      investment advisor

Western Heritage Insurance Company       Arizona                                      Underwrites excess and surplus lines
                                                                                      of property and casualty insurance

</TABLE>


<PAGE>   140


<TABLE>
<CAPTION>

                    COMPANY                    STATE/COUNTRY OF        NO. VOTING SECURITIES           PRINCIPAL BUSINESS
                                                 ORGANIZATION          (SEE ATTACHED CHART)
                                                                     UNLESS OTHERWISE INDICATED

<S>  <C>                                       <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 Account                  Ohio          Nationwide Life Separate      Issuer of Annuity Contracts
                                                                   Account

     Nationwide DCVA-II                              Ohio          Nationwide Life Separate      Issuer of Annuity Contracts
                                                                   Account

 *   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-D                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 Variable Account-6                   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-8                   Ohio          Nationwide Life Separate      Issuer of Annuity Contracts
                                                                   Account

 *   Nationwide Variable Account-9                   Ohio          Nationwide Life Separate      Issuer of Annuity Contracts
                                                                   Account

 *   Nationwide Variable Account-10                  Ohio          Nationwide Life Separate      Issuer of Annuity Contracts
                                                                   Account

     Nationwide Variable Account-11                  Ohio          Nationwide Life Separate      Issuer of Annuity Contracts
                                                                   Account

</TABLE>



<PAGE>   141


<TABLE>
<CAPTION>

                    COMPANY                    STATE/COUNTRY OF        NO. VOTING SECURITIES           PRINCIPAL BUSINESS
                                                 ORGANIZATION          (SEE ATTACHED CHART)
                                                                     UNLESS OTHERWISE INDICATED

<S>  <C>                                       <C>                 <C>                           <C>
 *   Nationwide VL Separate Account-A                Ohio          Nationwide Life and Annuity   Issuer of Life Insurance
                                                                   Separate Account              Policies

     Nationwide VL Separate Account-B                Ohio          Nationwide Life and Annuity   Issuer of Life Insurance
                                                                   Separate Account              Policies

 *   Nationwide VL Separate Account-C                Ohio          Nationwide Life and Annuity   Issuer of Life Insurance
                                                                   Separate Account              Policies

 *   Nationwide VL Separate Account -D               Ohio          Nationwide Life and Annuity   Issuer of Life Insurance
                                                                   Separate Account              Policies

 *   Nationwide VLI Separate Account                 Ohio          Nationwide Life Separate      Issuer of Life Insurance
                                                                   Account                       Policies

 *   Nationwide VLI Separate Account-2               Ohio          Nationwide Life Separate      Issuer of Life Insurance
                                                                   Account                       Policies

 *   Nationwide VLI Separate Account-3               Ohio          Nationwide Life Separate      Issuer of Life Insurance
                                                                   Account                       Policies

 *   Nationwide VLI Separate Account-4               Ohio          Nationwide Life Separate      Issuer of Life Insurance
                                                                   Account                       Policies

     Nationwide VLI Separate Account-5               Ohio          Nationwide Life Separate      Issuer of Life Insurance
                                                                   Account                       Policies

</TABLE>




<PAGE>   142
<TABLE>
<CAPTION>
                                                                                                                         (left side)
<S>                               <C>                               <C>                                  <C>
------------------------
| NATIONWIDE INSURANCE |
| GOLF CHARITIES, INC. |
|                      |
|      MEMBERSHIP      |
|      NONPROFIT       |
|     CORPORATION      |
------------------------
           -------------------------------------------------------------------------------------------------------------------------
           |                                      |
---------------------------           ---------------------------       ----------------------------
|   CARIBBEAN ALLIANCE    |           |         ALLIED          |       |                          |
|   INSURANCE COMPANY     |           |       GROUP, INC.       |       |                          |
|                         |           |          (AGI)          |       |     NATIONWIDE LLOYDS    |
|                         |           |                         |       |                          |
|Common Stock: 1,900,000  |   |-------|Common Stock: 850 Shares |---|   |                          |
|------------  Shares     |   |       |------------             |   |   |      A TEXAS LLOYDS      |================================
|                         |   |       |                         |   |   |                          |
|              Cost       |   |       |              Cost       |   |   |                          |
|              ----       |   |       |              ----       |   |   |                          |
|Casualty-                |   |       |Casualty-                |   |   |                          |
|99.99%       $19,000,000 |   |       |100%       $1,243,344,521|   |   |                          |
---------------------------   |       ---------------------------   |   ----------------------------
                              |                                     |
---------------------------   |       ---------------------------   |   ----------------------------
|  NATIONWIDE INSURANCE   |   |       |           AMCO          |   |   |        DEPOSITORS        |
|   COMPANY OF AMERICA    |   |       |    INSURANCE COMPANY    |   |   |     INSURANCE COMPANY    |
|                         |   |       |          (AMCO)         |   |   |       (DEPOSITORS)       |
|Common Stock: 12,000     |   |       |Common Stock: 300,000    |   |   |Common Stock: 300,000     |
|------------  Shares     |   |       |------------  Shares     |   |   |------------  Shares      |
|                         |---|       |                         |---|---|                          |
|              Cost       |   |       |              Cost       |   |   |              Cost        |
|              ----       |   |       |              ----       |   |   |              ----        |
|                         |   |       |                         |   |   |                          |
|AGI-100%    $215,273,000 |   |       |AGI-100%     $147,425,540|   |   |AGI-100%      $22,251,842 |
---------------------------   |       ---------------------------   |   ----------------------------
                              |                    |                |
---------------------------   |       ---------------------------   |   ----------------------------
|      AID FINANCE        |   |       |           ALLIED        |   |   |     ALLIED PROPERTY      |
|     SERVICES, INC.      |   |       |      GENERAL AGENCY     |   |   |       AND CASUALTY       |
|     (AID FINANCE)       |   |       |          COMPANY        |   |   |    INSURANCE COMPANY     |
|Common Stock: 10,000     |   |       |Common Stock: 5,000      |   |   |Common Stock: 300,000     |
|------------  Shares     |   |       |------------  Shares     |   |   |------------  Shares      |
|                         |---|       |                         |   |---|                          |
|              Cost       |           |              Cost       |   |   |              Cost        |
|              ----       |           |              ----       |   |   |              ----        |
|AGI-100%      $19,545,634|           |AMCO-100%     $135,342   |   |   |AGI-100%      $47,018,643 |
---------------------------           ---------------------------   |   ----------------------------
            |                                                       |
---------------------------           ---------------------------   |   ----------------------------
|        ALLIED           |           |         ALLIED          |   |   |        NATIONWIDE        |
|   GROUP INSURANCE       |           |    DOCUMENT SOLUTIONS,  |   |   |      HOME MORTGAGE       |
|  MARKETING COMPANY      |           |           INC.          |   |   |      COMPANY (NHMC)      |
|                         |           |Common Stock: 10,000     |   |   |                          |
|Common Stock: 20,000     |           |------------  Shares     |   |   |Common Stock: 54,348      |
|------------  Shares     |           |                         |---|---|------------   Shares     |
|                         |           |                         |   |   |                          |
|                         |           |                         |   |   |                          |
|                         |           |                         |   |   |                          |
|              Cost       |           |              Cost       |   |   |                          |
|              ----       |           |              ----       |   |   |                          |
| Aid                     |           |AGI-100%      $610,000   |   |   |AGI-88.9%                 |
| Finance-100% $16,059,469|           ---------------------------   |   ----------------------------
--------------------------                                          |                 |
                                      ---------------------------   |   ----------------------------
                                      |          PREMIER        |   |   |           AGMC           |
                                      |          AGENCY,        |   |   |      REINSURANCE, LTD.   |
                                      |            INC.         |   |   |                          |
                                      |Common Stock: 100,000    |   |   |Common Stock: 11,000      |
                                      |------------  Shares     |   |   |------------  Shares      |
                                      |                         |---|   |                          |
                                      |              Cost       |   |   |              Cost        |
                                      |              ----       |   |   |              ----        |
                                      |AGI-100%      $100,000   |   |   |NHMC-100%     $11,000     |
                                      ---------------------------   |   ----------------------------
                                                                    |
                                      ---------------------------   |   ----------------------------
                                      |    ADVANCED BUSINESS    |   |   |          WESTERN         |
                                      |      SERVICES, INC.     |   |   |    HERITAGE INSURANCE    |
                                      |                         |   |   |          COMPANY         |
                                      |Common Stock: 1,000      |   |   |                          |
                                      |------------  Shares     |   |   |Common Stock: 4,776,076   |--------------------------------
                                      |                         |---|   |------------- Shares      |
                                      |              Cost       |       |                          |
                                      |              ----       |       |              Cost        |
                                      |AGI-100%      $1,500,000 |       |              ----        |
                                      |                         |       |SIC-100%      $57,000,000 |
                                      ---------------------------       ----------------------------
</TABLE>
<PAGE>   143
<TABLE>
<CAPTION>
                                                    NATIONWIDE(R)                                                  (middle)
<S>                                               <C>                                               <C>
  ------------------------------------------                                              ------------------------------------------
  |                                        |                                              |                                        |
  |           NATIONWIDE MUTUAL            |                                              |          NATIONWIDE MUTUAL             |
  |           INSURANCE COMPANY            |==============================================|        FIRE INSURANCE COMPANY          |
  |              (CASUALTY)                |                                              |               (FIRE)                   |
  |                                        |                                              |                                        |
  ------------------------------------------                                              ------------------------------------------
  |  ||               |                                                                                     |
--|  ||               |--------------------------------------------------------------------|                |-----------------------
     ||                                                                                    |
     ||                                          |--------------------------------------------------------------|-------------------
     ||                                          |                                                              |
     ||  --------------------------------        |   --------------------------------            --------------------------------
     ||  |       FARMLAND MUTUAL        |        |   |     NATIONWIDE GENERAL       |            |       NECKURA HOLDING        |
     ||  |      INSURANCE COMPANY       |        |   |      INSURANCE COMPANY       |            |      COMPANY (NECKURA)       |
     ||  |Guaranty Fund                 |        |   |                              |            |                              |
=====||==|------------                  |---|    |   |Common Stock:    20,000       |            |Common Stock:    10,000       |
         |Certificate                   |   |    |---|------------     Shares       |         |--|------------     Shares       |
         |-----------                   |   |    |   |                              |         |  |                              |
         |                 Cost         |   |    |   |                 Cost         |         |  |                 Cost         |
         |                 ----         |   |    |   |                 ----         |         |  |                 ----         |
         |Casualty         $500,000     |   |    |   |Casualty-100%    $5,944,422   |         |  |Casualty-100%    $142,943,140 |
         --------------------------------   |    |   --------------------------------         |  --------------------------------
                                            |    |                                            |
         --------------------------------   |    |   --------------------------------         |  --------------------------------
         |          F & B, INC.         |   |    |   |      NATIONWIDE PROPERTY     |         |  |           NECKURA            |
         |                              |   |    |   |         AND CASUALTY         |         |  |       INSURANCE COMPANY      |
         |Common Stock:    1 Share      |   |    |   |       INSURANCE COMPANY      |         |  |                              |
         |------------                  |   |    |   |Common Stock:    60,000       |         |--|Common Stock:    6,000        |
         |                              |---|    |---|------------     Shares       |         |  |------------     Shares       |
         |                 Cost         |   |    |   |                              |         |  |                              |
         |                 ----         |   |    |   |                 Cost         |         |  |                 Cost         |
         |Farmland                      |   |    |   |                 ----         |         |  |                 ----         |
         |Mutual-100%       $10         |   |    |   |Casualty-100%    $6,000,000   |         |  |Neckura-100%     DM 6,000,000 |
         --------------------------------   |    |   --------------------------------         |  --------------------------------
                                            |    |                                            |
         --------------------------------   |    |   --------------------------------         |  --------------------------------
         |     COOPERATIVE SERVICE      |   |    |   |     NATIONWIDE ASSURANCE     |         |  |         NECKURA LIFE         |
         |           COMPANY            |   |    |   |            COMPANY           |         |  |       INSURANCE COMPANY      |
         |Common Stock:    600 Shares   |   |    |   |                              |         |  |                              |
         |------------                  |----    |---|Common Stock:    1,750        |         |--|Common Stock:    4,000        |
         |                              |        |   |------------     Shares       |         |  |------------     Shares       |
         |                 Cost         |            |                              |            |                              |
         |                 ----         |        |   |                 Cost         |         |  |                 Cost         |
         |Farmland                      |        |   |                 ----         |         |  |                 ----         |
         |Mutual-100%      $3,506,173   |        |   |Casualty-100%    $41,750,000  |         |  |Neckura-100%     DM 15,825,681|
         --------------------------------        |   --------------------------------         |  --------------------------------
                                                 |                                            |
         --------------------------------        |   --------------------------------         |  --------------------------------
         |          SCOTTSDALE          |        |   |    NATIONWIDE AGRIBUSINESS   |         |  |      COLUMBUS INSURANCE      |
         |       INSURANCE COMPANY      |        |   |       INSURANCE COMPANY      |         |  |    BROKERAGE AND SERVICE     |
         |             (SIC)            |        |   |                              |         |  |             GMBH             |
         |Common Stock:    30,136       |        |   |Common Stock:    1,000,000    |         |  |Common Stock:    1 Share      |
     |---|------------     Shares       |--------|---|------------     Shares       |         |--|------------                  |
     |   |                              |        |   |                              |         |  |                              |
     |   |                              |        |   |                 Cost         |         |  |                 Cost         |
     |   |                 Cost         |        |   |                 ----         |         |  |                 ----         |
     |   |                 ----         |        |   |Casualty-99.9%   $26,714,335  |         |  |Neckura-100%     DM 51,639    |
     |   |Casualty-100%    $150,000,500 |        |   |Other Capital                 |         |  |                              |
     |   |                              |        |   |-------------                 |         |  |                              |
     |   |                              |        |   |Casualty-Ptd.    $713,576     |         |  |                              |
     |   --------------------------------        |   -------------------------------          |  --------------------------------
     |                                           |                                            |
     |   --------------------------------        |   --------------------------------         |  --------------------------------
     |   |         SCOTTSDALE           |        |   |       NATIONAL CASUALTY      |         |  |         LEBEN DIREKT         |
     |   |        SURPLUS LINES         |        |   |            COMPANY           |         |  |       INSURANCE COMPANY      |
     |   |      INSURANCE COMPANY       |        |   |              (NC)            |         |  |                              |
     |   |Common Stock:    10,000       |        |   |  Common Stock:  100 Shares   |         |  |Common Stock:    4,000 Shares |
     |---|------------     Shares       |        |---|  -------------               |         |--|------------                  |
     |   |                              |        |   |                              |         |  |                              |
     |   |                 Cost         |        |   |                 Cost         |         |  |                 Cost         |
     |   |                 ----         |        |   |                 ----         |         |  |                 ----         |
     |   |SIC-100%         $6,000,000   |        |   |Casualty-100%    $67,442,439  |         |  |Neckura-100%     DM 4,000,000 |
     |   |                              |        |   |                              |         |  |                              |
     |   --------------------------------        |   --------------------------------         |  --------------------------------
     |                                           |                   |                        |
     |   --------------------------------        |   --------------------------------         |  --------------------------------
     |   |      NATIONAL PREMIUM &      |        |   |     NCC OF AMERICAN, LTD.    |         |  |          AUTO DIREKT         |
     |   |    BENEFIT ADMINISTRATION    |        |   |           (INACTIVE)         |         |  |        INSURANCE COMPANY     |
     |   |           COMPANY            |        |   |                              |         |  |                              |
     |   |Common Stock:    10,000       |        |   |                              |         |  |Common Stock:    1500  Shares |
  ---|---|------------     Shares       |        |   |                              |         |--|------------                  |
         |                              |        |   |                              |         |  |                              |
         |                 Cost         |        |   |                              |         |  |                 Cost         |
         |                 ----         |        |   |                              |         |  |                 ----         |
         |SIC-100%         $10,000      |        |   |NC-100%                       |         |  |Neckura-100%     DM 1,643,149 |
         --------------------------------        |   --------------------------------         |  --------------------------------
                                                 |                                            |
         --------------------------------        |   --------------------------------         |  --------------------------------
         |             RP&C             |        |   |           SUN DIRECT         |         |  |           SVM SALES          |
         |         INTERNATIONAL        |        |   |        VERSICHERUNGS -       |         |  |             GMBH             |
         |                              |        |   |       AKTIENGESCLISCHAFT     |         |  |                              |
         |Common Stock:    1,000        |        |   |Common Stock:    1 Share      |         |  |Common Stock:    50 Shares    |
         |------------     Shares       |---------   |------------                  |------------|------------                  |
         |                              |            |                              |            |                              |
         |                 Cost         |            |                 Cost         |            |                 Cost         |
         |                 ----         |            |                 ----         |            |                 ----         |
         |Casualty-20.3%  $2,400,740    |            |Neckura-100%     $9,600,000   |            |Neckura-100%     DM 50,000    |
         |                              |            |                 EURO         |            |                              |
         --------------------------------            --------------------------------            --------------------------------
</TABLE>
<PAGE>   144
<TABLE>
<CAPTION>
                                                                                                                        (right side)
<S>     <C>                                       <C>                                              <C>
                                                                                                            ------------------------
                                                                                                            |      NATIONWIDE      |
                                                                                                            |      FOUNDATION      |
                                                                                                            |                      |
                                                                                                            |      MEMBERSHIP      |
                                                                                                            |      NONPROFIT       |
                                                                                                            |     CORPORATION      |
                                                                                                            ------------------------

---------------------------------------------------------------------------------------------------------------------|
                                                                                                                     |
---------------------------------------------------------------------------------------------------------------      |
  |                                          |                                           |                    |      |
  |                                          |                                           |                    |      |
  |     --------------------------------     |    --------------------------------       |     -------------------------------------
  |     |         SCOTTSDALE           |     |    |       NATIONWIDE CASH        |       |     |          NATIONWIDE               |
  |     |      INDEMNITY COMPANY       |     |    |      MANAGEMENT COMPANY      |       |     |          CORPORATION              |
  |     |                              |     |    |                              |       |     |                                   |
  |     |                              |     |    |                              |       |     |Common Stock:    Control:          |
  |     |Common Stock:    50,000       |     |    |Common Stock:    100 Shares   |       |     |------------     -------           |
  |-----|------------     Shares       |     |----|------------                  |       |     |13,642,432       100%              |
  |     |                              |     |    |                 Cost         |       |     |         Shares     Cost           |
  |     |                 Cost         |     |    |                 ----         |       |     |         ------     ----           |
  |     |                 ----         |     |    |Casualty-100%    $11,226      |       |     |Casualty 12,992,922 $1,182,959,447 |
  |     |Casualty-100%    $8,800,000   |     |    |                              |       |     |Fire        649,510    111,835,185 |
  |     |                              |     |    |                              |       |     |          (See Page 2)             |
  |     --------------------------------     |    --------------------------------       |     -------------------------------------
  |                                          |                                           |
  |     --------------------------------     |    --------------------------------       |     -------------------------------------
  |     |         NATIONWIDE           |     |    |          NATIONWIDE          |       |     |         ALLNATIONS, INC.          |
  |     |      INDEMNITY COMPANY       |     |    |           ARENA LLC          |       |     |Common Stock:    12,167 Shares     |
  |     |                              |     |    |                              |       |     |-------------    Cost              |
  |-----|Common Stock:    28,000       |     |....|                              |       |-----|                 ----              |
  |     |------------     Shares       |     |    |                              |       |     |Casualty-16%     $91,600           |
  |     |                              |     |    |                              |       |     |Fire-16%         $91,742           |
  |     |                 Cost         |     |    |                              |       |     |Preferred Stock  1,466 Shares      |
  |     |                 ----         |     |    |Casualty-90%                  |       |     |---------------  Cost              |
  |     |Casualty-100%    $594,529,000 |     |    |                              |       |     |                 ----              |
  |     |                              |     |    |                              |       |     |Casualty-6.8%    $100,000          |
  |     |                              |     |    |                              |       |     |Fire-6.8%        $100,000          |
  |     --------------------------------     |    --------------------------------       |     -------------------------------------
  |                                          |                                           |
  |     --------------------------------     |    --------------------------------       |     -------------------------------------
  |     |          LONE STAR           |     |    |          NATIONWIDE          |       |     |     NATIONWIDE INTERNATIONAL      |
  |     |     GENERAL AGENCY, INC.     |     |    |    EXCLUSIVE DISTRIBUTION    |       |     |           UNDERWRITERS            |
  |     |                              |     |    |     COMPANY, LLC (NEDCO)     |       |     |                                   |
  ------|Common Stock:    1,000        |     |....|                              |       |-----|Common Stock:    1,000             |
  |     |------------     Shares       |     |    |    Single Member Limited     |       |     |-------------    Shares            |
  |     |                              |     |    |       Liability Company      |       |     |                                   |
  |     |                 Cost         |     |    |                              |       |     |                 Cost              |
  |     |                 ----         |     |    |Casualty-100%                 |       |     |                 ----              |
  |     |Casualty-100%    $5,000,000   |     |    |                              |       |     |Casualty-100%    $10,000           |
  |     --------------------------------     |    --------------------------------       |     -------------------------------------
  |                   ||                     |                   |                       |
  |     --------------------------------     |    --------------------------------       |     -------------------------------------
  |     |        COLONIAL COUNTY       |     |    |          INSURANCE           |       |     |         CALFARM INSURANCE         |
  |     |        MUTUAL INSURANCE      |     |    |     INTERMEDIARIES, INC.     |       |     |              COMPANY              |
  |     |             COMPANY          |     |    |                              |       |     |                                   |
  |     |                              |     |    |Common Stock:   1,615 Shares  |       |     |Common Stock:   52,000             |
  |     |                              |     |    |-------------                 |       |-----|--------------   Shares            |
  |     |                              |     |    |                 Cost         |             |                                   |
  |     |Surplus Debentures:           |     |    |                 ----         |             |                 Cost              |
  |     |-------------------           |     |    |NEDCO-100%       $1,615,000   |             |                 ----              |
  |     |                 Cost         |     |    --------------------------------             |Casualty-100%    $106,164,995      |
  |     |                 ----         |     |                                                 |                                   |
  |     |Colonial         $500,000     |     |    --------------------------------             -------------------------------------
  |     |Lone Star         150,000     |     |    |       eNATIONWIDE, LLC       |                               |
  |     --------------------------------     |    |            (eNat)            |             -------------------------------------
  |                                          |    |                              |             |       CALFARM INSURANCE           |
  |     --------------------------------     |    |                              |             |             AGENCY                |
  |     |      NATIONWIDE SERVICES     |     |....|     Single Member Limited    |             |                                   |
  |     |         COMPANY, LLC         |          |        Liability Company     |             |                                   |
  |     |                              |          |                              |             |                                   |
  |     |Single Member Limited         |     |----|                              |             |Common Stock:    1,000 shares      |
  |.....|Liability Company             |     |    |                              |             |-------------                      |
  |     |                              |     |    |                              |             |                                   |
  |     |                              |     |    |Casualty-100%                 |             |                                   |
  |     |Casualty-100%                 |     |    |                              |             |                                   |
  |     |                              |     |    --------------------------------             |CalFarm Insurance                  |
  |     --------------------------------     |                                                 |Company - 100%                     |
  |                                          |    --------------------------------             -------------------------------------
  |                                          |    |      DISCOVER INSURANCE      |                               |
  |     --------------------------------     |    |         COMPANY, LLC         |             -------------------------------------
  |     |       AMERICAN MARINE        |     |    |                              |             |        CAL-AG INSURANCE           |
  |     |      UNDERWRITERS, INC.      |     |    |                              |             |            SERVICES               |
  |     |                              |     |    |   Single Member Limited      |             |                                   |
  |     |Common Stock:   20 Shares     |     |....|     Liability Company        |             |Common Stock:      100 Shares      |
  |-----|------------                  |     |    |                              |             |------------                       |
  |     |                 Cost         |     |    |                              |             |                                   |
  |     |                 ----         |     |    |eNat-100%                     |             |CalFarm Insurance                  |
  |     |Casualty-100%    $5,020       |     |    |                              |             |Agency-100%                        |
  |     |                              |     |    --------------------------------             -------------------------------------
  |     --------------------------------     |
  |                                          |    --------------------------------
  |     ---------------------------------    |    |   DISCOVER INSURANCE AGENCY  |
  |     |     NATIONWIDE INSURANCE      |    |    |         OF TEXAS, LLC        |
  |     |      COMPANY OF FLORIDA       |    |    |                              |
  |     |                               |    |    |      Single Member Limited   |
  |     |      Liability Company        |    |....|        Liability Company     |
  |     |Common Stock:    10,000 Shares |         |                              |
  |-----|-------------                  |         |                              |
        |                 Cost          |         |eNat-100%                     |
        |                 ----          |         |                              |
        |Casualty-100%    $300,000,000  |         --------------------------------
        |                               |
        ---------------------------------
                                                                                            Subsidiary Companies      -- Solid Line
                                                                                            Contractual Association   -- Double Line
                                                                                            Limited Liability Company -- Dotted Line

                                                                                            September 30, 2000
</TABLE>
                                                                         Page 1
<PAGE>   145






















<TABLE>
<CAPTION>
                                                                                                                       (Left Side)

<S>            <C>                <C>             <C>               <C>              <C>               <C>
                             |----------------------------------|-----------------------------------|-----------------------------
                             |                                  |                                   |
               -----------------------------      -----------------------------      -----------------------------
               | NATIONWIDE LIFE INSURANCE |      |        NATIONWIDE         |      |     NATIONWIDE TRUST      |
               |     COMPANY (NW LIFE)     |      |    FINANCIAL SERVICES     |      |      COMPANY, FSB         |
               |                           |      |      CAPITAL TRUST        |      | Common Stock: 2,800,000   |
               | Common Stock: 3,814,779   |      | Preferred Stock:          |      | ------------  Shares      |
               | ------------  Shares      |      | ---------------           |      |               Cost        |
               |                           |      |                           |      |               ----        |
               | NFS--100%                 |      | NFS--100%                 |      | NFS--100%     $3,000,000  |
               ----------------|------------      -----------------------------      -----------------------------
                               |
                               |                                                                       |--------------------------
-----------------------------  |  -----------------------------                      -----------------------------
|    NATIONWIDE LIFE AND    |  |  |         NATIONWIDE        |                      |    NATIONWIDE FINANCIAL   |
| ANNUITY INSURANCE COMPANY |  |  |  ADVISORY SERVICES, INC   |                      |  INSTITUTION DISTRIBUTORS |
|                           |  |  |      (NW ADV. SERV.)      |                      |    AGENCY, INC. (NFIDAI)  |
| Common Stock: 66,000      |  |  | Common Stock: 7,676       |                      |                           |
| ------------  Shares      |--|--| ------------  Shares      |====                  |                           |
|                           |  |  |                           |  ||                  |                           |
|               Cost        |  |  |               Cost        |  ||                  | Common Stock: 1,000 Shares|
|               ----        |  |  |               ----        |  ||                  | ------------              |
| NW Life-100% $58,070,003  |  |  | NW Life-100% $5,996,261   |  ||                  | NFSDI-100%                |
-----------------------------  |  -----------------------------  ||                  --------------|--||----------
                               |                                 ||                                |  ||
-----------------------------  |  -----------------------------  ||  ----------------------------- |  ||  -----------------------
|   NATIONWIDE INVESTMENT   |  |  |     NATIONWIDE MUTUAL     |  ||  |     FINANCIAL HORIZONS    | |  ||  |                     |
|   SERVICES CORPORATION    |  |  |           FUNDS           |  ||  |    DISTRIBUTORS AGENCY    | |  ||  |                     |
|                           |  |  |                           |  ||  |      OF ALABAMA, INC.     | |  ||  |                     |
| Common Stock: 5,000       |  |  |    OHIO BUSINESS TRUST    |  ||  |                           | |  ||  |      FLORIDA        |
| ------------  Shares      |  |  |                           |  ||  | Common Stock: 10,000      | |  ||  |      RECORDS        |===
|                           |--|  |                           |==||  | ------------  Shares      |--  ||  |   ADMINISTRATOR,    |
|                           |  |  |                           |  ||  |                           | |  ||  |        INC          |
|               Cost        |  |  |                           |  ||  |               Cost        | |  ||  |                     |
|               ----        |  |  |                           |  ||  |               ----        | |  ||  |                     |
| NW Life-100% $529,728     |  |  |                           |  ||  | NFIDAI-100%   $100        | |  ||  |                     |
-----------------------------  |  -----------------------------  ||  ----------------------------- |  ||  -----------------------
                               |                                 ||                                |  ||
-----------------------------  |  -----------------------------  ||  ----------------------------- |  ||  -----------------------
|   NATIONWIDE FINANCIAL    |  |  |        NATIONWIDE         |  ||  |    LANDMARK FINANCIAL     | |  ||  |                     |
|       ASSIGNMENT          |  |  |     SEPARATE ACCOUNT      |  ||  |        SERVICES OF        | |  ||  |                     |
|        COMPANY            |  |  |           TRUST           |  ||  |       NEW YORK, INC.      | |  ||  |                     |
|                           |  |  |                           |  ||  |                           | |  ||  |                     |
|                           |  |  |                           |  ||  | Common Stock: 10,000      | |  ||  | FINANCIAL HORIZONS  |
|                           |--|  |       MASSACHUSETTS       |==||  | ------------  Shares      |--  ||==| DISTRIBUTORS AGENCY |
|                           |  |  |      BUSINESS TRUST       |  ||  |                           | |  ||  |      OF OHIO, INC   |
|                           |  |  |                           |  ||  |               Cost        | |  ||  |                     |
|                           |  |  |                           |  ||  |               ----        | |  ||  |                     |
| NW Life-100%              |  |  |                           |  ||  | NFIDAI-100% $10,100       | |  ||  |                     |
-----------------------------  |  -----------------------------  ||  ----------------------------- |  ||  -----------------------
                               |                                 ||                                |  ||
-----------------------------  |  -----------------------------  ||  ----------------------------- |  ||  -----------------------
|     NATIONWIDE REALTY     |  |  |         NATIONWIDE        |  ||  |     FINANCIAL HORIZONS    | |  ||  |                     |
|      INVESTORS, LTD.      |  |  |  ASSET ALLOCATION TRUST   |  ||  |      SECURITIES CORP.     | |  ||  |                     |
|                           |  |  |                           |  ||  |                           | |  ||  |                     |
| Units:                    |  |  |                           |  ||  | Common Stock: 10,000      | |  ||  | FINANCIAL HORIZONS  |
| ------                    |..|  |    OHIO BUSINESS TRUST    |==||  | ------------  Shares      |--  ||==| DISTRIBUTORS AGENCY |
|                           |  |  |                           |      |                           | |  ||  |   OF OKLAHOMA, INC  |
|                           |  |  |                           |      |               Cost        | |  ||  |                     |
| NW Life-70%               |  |  |                           |      |               ----        | |  ||  |                     |
| NW Mutual-30%             |  |  |                           |      | NFIDAI-100% $153,000      | |  ||  |                     |
-----------------------------  |  -----------------------------      ----------------------------- |  ||  -----------------------
                               |                                                                   |  ||
-----------------------------  |                                     ----------------------------- |  ||  -----------------------
|        NATIONWIDE         |  |                                     |   AFFILIATE AGENCY, INC.  | |  ||  |                     |
|       PROPERTIES, LTD.    |  |                                     |                           | |  ||  |                     |
|                           |  |                                     |                           | |  ||  |                     |
| Units:                    |..|                                     | Common Stock: 100         | |  ||  | FINANCIAL HORIZONS  |
| ------                    |                                        | ------------  Shares      |--  ||==| DISTRIBUTORS AGENCY |
|                           |                                        |                           | |  ||  |    OF TEXAS, INC    |
|                           |                                        |               Cost        | |  ||  |                     |
| NW Life-97.6%             |                                        |               ----        | |  ||  |                     |
| NW Mutual-2.4%            |                                        | NFIDAI-100%   $100        | |  ||  |                     |
-----------------------------                                        ----------------------------- |  ||  -----------------------
                                                                                                   |  ||
                                                                     ----------------------------- |  ||  -----------------------
                                                                     |   NATIONWIDE FINANCIAL    | |  ||  |      AFFILIATE      |
                                                                     | INSTITUTION DISTRIBUTORS  | |  ||  |      AGENCY OF      |
                                                                     |     INSURANCE AGENCY,     | |  ||  |      OHIO, INC      |
                                                                     |       INC. OF MASS.       | |  ||  |                     |
                                                                     |                           |--  ====|Common Stock: 750    |
                                                                     |Common Stock: 100 Shares   | |      |------------  Shares |
                                                                     |------------               | |      |                     |
                                                                     |                           | |      |                     |
                                                                     |NFIDAI-100%                | |      |NFIDAI-100%          |
                                                                     ----------------------------- |      -----------------------
                                                                     ----------------------------- |
                                                                     |   NATIONWIDE FINANCIAL    | |
                                                                     | INSTITUTION DISTRIBUTORS  | |
                                                                     |  INSURANCE AGENCY, INC.   | |
                                                                     |       OF NEW MEXICO       |--
                                                                     |                           |
                                                                     |Common Stock: 100 Shares   |
                                                                     |------------               |
                                                                     |                           |
                                                                     |NFIDAI-100%                |
                                                                     -----------------------------
</TABLE>
<PAGE>   146
<TABLE>
<CAPTION>
                                                                                                                           (Center)
                                                           NATIONWIDE(R)
<S>            <C>                <C>             <C>               <C>              <C>               <C>
--------------------------------------------------                                --------------------------------------------------
|               NATIONWIDE MUTUAL                |                                |                NATIONWIDE MUTUAL               |
|               INSURANCE COMPANY                |================================|            FIRE INSURANCE COMPANY              |
|                  (CASUALTY)                    |                   |            |                    (FIRE)                      |
--------------------------------------------------                   |            --------------------------------------------------
                                                                     |
                                                  -----------------------------------------
                                                  |    NATIONWIDE CORPORATION (NW CORP)   |
                                                  |   COMMON STOCK:           CONTROL:    |
                                                  |   ------------            -------     |
                                                  |    13,642,432               100%      |
                                                  |             SHARES     COST           |
                                                  |             ------     ----           |
                                                  |CASUALTY     12,992,922 $1,182,959,447 |
                                                  |FIRE            649,510    111,385,185 |
                                                  -------------------|---------------------
                                                                     |--------------------------------------------------------------
                                                      ---------------|-------------
                                                      |    NATIONWIDE FINANCIAL   |
                                                      |    SERVICES, INC. (NFS)   |
                                                      |                           |
                                                      |Common Stock:  Control:    |
                                                      |------------   -------     |
                                                      |                           |
                                                      |                           |
                                                      |Class A      Public-100%   |
                                                      |CLASS B      NW CORP-100%  |
                                                      ---------------|-------------
                                                                     |
-----------|-------------------------|-------------------------|--------------------------|-------------------------|
           |                         |                         |                          |                         |
-----------|------------ ------------|------------ ------------|------------ -------------|------------ ------------|-------------
|NFS DISTRIBUTORS, INC.| |  NATIONWIDE FINANCIAL | | NATIONWIDE FINANCIAL  | |PENSION ASSOCIATES, INC.| |VILLANOVA CAPITAL, INC. |
|       (NFSDI)        | |    SERVICES CAPITAL   | |SERVICES (BERMUDA) INC.| |Common Stock: 1,000     | |Common Stock:  958,750  |
|                      | |        TRUST II       | |Common Stock: 250,000  | |------------  Shares    | |-------------    Shares |
|                      | |                       | |------------- Shares   | |                        | |NFS-96%                 |
|                      | |                       | |              Cost     | |              Cost      | |Preferred Stock: 500,000|
|NFS-100%              | |                       | |              ----     | |              ----      | |---------------  Shares |
|                      | | NFS-100%              | |NFS-100%   $3,500,000  | | NFS-100%     $2,839,392| |NFS-100%                |
-----------|------------ ------------------------- ------------------------- -------------------------- ------------|-------------
           |                                                                                                        |
-----------|---------|----------------|--------------------------|                        |-------------------------|---------------
-----------|-------- | ---------------|------------ -------------|------------ -----------|------------- -----------|-------------
|NATIONAL DEFERRED | | |THE 401(k) COMPANIES, INC.| |  NATIONWIDE RETIREMENT | | VILLANOVA S.A. CAPITAL| |    MORLEY FINANCIAL   |
|COMPENSATION, INC.| | |         (401(k))         | |   SOLUTIONS, INC. (NRS)| |     TRUST (VSA)       | |SERVICES, INC. (MORLEY)|
|                  | | |                          | |Common Stock:  236,494  | |                       | |Common Stock:  82,343  |
|                  | | |Common Stock:   Control   | |-------------  Shares   | |                       | |------------   Shares  |
|                  | | |-------------   -------   | |                        | |                       | |                       |
|NFSDI-100%        | | |Class A        Other-100% | |                        | |                       | |VILLANOVA CAPITAL, INC.|
|                  | | |Class B        NFSDI-90%  | |NFSDI-100%              | |DELAWARE BUSINESS TRUST| |-100%                  |
---||--------------- | -----------|---------------- -------------|------------ -----------------|------- -----------|-------------
   ||                |            |                              |                              |                   |
   ||                |            |                              |                              |                   |------------|
   ||                |            |                              |                              |                                |
   ||  --------------|------------|----------------------------  |  --------------------------  |  ----------------------------  |
   ||  |    IRVIN L. SCHWARTZ    |||   NATIONWIDE RETIREMENT  |  |  |NATIONWIDE RETIREMENT   |  |  |         NATIONWIDE       |  |
   ||  |   AND ASSOCIATES, INC.  |||SOLUTIONS, INC. OF ALABAMA|  |  |  SOLUTIONS, INC. OF    |  |  | INVESTORS SERVICES, INC. |  |
   ||  |                         |||                          |  |  |      NEW MEXICO        |  |  |                          |  |
   ||  |Common Stock:  Control:  |||Common Stock: 10,000      |  |  | Common Stock: 1,000    |  |  |Common Stock: 5           |  |
=====  |-------------  --------  |||------------- Shares      |--|--| ------------- Shares   |  |--|------------- Shares      |  |
       |Class A        Other-100%|||              Cost        |  |  |               Cost     |  |  |              Cost        |  |
       |Class B        NFSDI-100%|||              ----        |  |  |               ----     |  |  |              ----        |  |
       |                         |||NRS-100%      $1,000      |  |  |NRS-100%       $1,000   |  |  |VSA-100%      $5,000      |  |
       ---------------------------|----------------------------  |  --------------------------  |  ----------------------------  |
                                  |                              |                              |                                |
       ---------------------------|----------------------------  |  --------------------------  |  ----------------------------  |
       |    401(k) INVESTMENT    |||  NATIONWIDE RETIREMENT   |  |  | NATIONWIDE RETIREMENT  |  |  |  NATIONWIDE GLOBAL FUNDS |  |
       |      SERVICES, INC.     |||SOLUTIONS, INC. OF ARIZONA|  |  |  SOLUTIONS, INC. OF    |  |  |                          |  |
       |                         |||                          |  |  |      SO. DAKOTA        |  |  |                          |  |
       |Common Stock: 1,000,000  |||Common Stock: 1,000       |  |  |Common Stock: 1,000     |  |  |                          |  |
       |------------  Shares     |-|------------- Shares      |--|--|------------- Shares    |  |==|     LUXEMBOURG SICAV     |  |--
       |                         |||              Cost        |  |  |               Cost     |  |  |                          |  |
       |               Cost      |||              ----        |  |  |               ----     |  |  |                          |  |
       |               ----      |||NRS-100%      $1,000      |  |  |NRS-100%      $1,000    |  |  |                          |  |
       |401(k)-100%    $7,800    ||----------------------------  |  --------------------------  |  ----------------------------  |
       ---------------------------|                              |                              |                                |
                                  |----------------------------  |  --------------------------  |  ----------------------------  |
       ---------------------------||   NATIONWIDE RETIREMENT  |  |  | NATIONWIDE RETIREMENT  |  |  |  VILLANOVA DISTRIBUTION  |  |
       |    401(k) INVESTMENT    |||    SOLUTIONS, INC. OF    |  |  |    SOLUTIONS, INC.     |  |  |      SERVICES, INC.      |  |
       |      ADVISORS, INC.     |||         ARKANSAS         |  |  |       OF WYOMING       |  |  |                          |  |
       |                         |||Common Stock: 50,000      |-----|Common Stock: 500 Shares|  |--|Common Stock: 10,000      |  |--
       |Common Stock:  1,000     |||------------- Shares      |  |  |-------------           |  |  |------------- Shares      |  |
       |------------   Shares    |-|              Cost        |  |  |              Cost      |  |  |              Cost        |  |
       |                         |||              ----        |  |  |              ----      |  |  |              ----        |  |
       |               Cost      |||NRS-100%      $500        |  |  |NRS-100%      $500      |  |  |VSA-100%      $146,653    |  |
       |               ----      ||----------------------------  |  --------------------------  |  ----------------------------  |
       |401(k)-100%    $1,000    ||                              |                              |                                |
       ---------------------------|----------------------------  |  --------------------------  |  ----------------------------  |
                                  ||   NATIONWIDE RETIREMENT  |  |  |  NATIONWIDE RETIREMENT |  |  |   VILLANOVA FINANCIAL    |  |
       ---------------------------||      SOLUTIONS, INS.     |  |  |     SOLUTIONS, INC.    |  |  |       GROUP, INC.        |  |
       |   THE 401(k) COMPANY    |||       AGENCY, INC.       |  |  |         OF OHIO        |  |  |Common Stock:      450,000|  |
       |                         |||Common Stock: 1,000       |  |  |                        |  |  |------------       Shares |  |
       |Common Stock: 855,000    |||------------- Shares      |--|==|                        |  |--|Series A Preferred:100,000|  |--
       |------------  Shares     |||                          |  |  |                        |     |------------------ Shares |  |
       |                         |||              Cost        |  |  |                        |     |                   Cost   |  |
       |              Cost       |||              ----        |  |  |                        |     |                   ----   |  |
       |              ----       |-|NRS-100%      $1,000      |  |  |                        |     |VSA-100%       $10,000,000|  |
       |401(k)-100%   $1,000     ||----------------------------  |  --------------------------     ----------------------------  |
       ---------------------------|                              |                                                               |
                                  |----------------------------  |  --------------------------     ----------------------------  |
       ---------------------------||  NATIONWIDE RETIREMENT   |  |  | NATIONWIDE RETIREMENT  |     |    PORTLAND INVESTMENT   |  |
       |                         |||SOLUTIONS, INC. OF MONTANA|  |  |  SOLUTIONS, INC. OF    |     |       SERVICES, INC.     |  |
       |                         |||                          |  |  |        OKLAHOMA        |     |                          |  |
       |  RIVERVIEW AGENCY, INC. |||Common Stock: 500         |  |  |                        |     |Common Stock: 1,000       |  |
       |                         |||------------- Shares      |--|==|                        |     |------------- Shares      |--|--
       |                         |||              Cost        |  |  |                        |     |              Cost        |  |
       |                         |=|              ----        |  |  |                        |     |              ----        |  |
       |                         | |NRS-100%      $500        |  |  |                        |     |Morley-100%   $25,000     |  |
       --------------------------- ----------------------------  |  --------------------------     ----------------------------  |
                                                                 |                                                               |
                                   ----------------------------  |  --------------------------     ----------------------------  |
                                   |   NATIONWIDE RETIREMENT  |  |  |   NATIONWIDE RETIREMENT|     |         MORLEY &         |  |
                                   | SOLUTIONS, INC. OF NEVADA|  |  |    SOLUTIONS, INC.     |     |     ASSOCIATES, INC.     |  |
                                   |                          |  |  |      OF TEXAS          |     |                          |  |
                                   |Common Stock: 1,000       |-- ==|                        |     |Common Stock: 3,500       |--|--
                                   |------------- Shares      |     |                        |     |------------- Shares      |
                                   |              Cost        |     |                        |     |              Cost        |
                                   |              ----        |     |                        |     |              ----        |
                                   |NRS-100%      $1,000      |     |                        |     |Morley-100%   $1,000      |
                                   ----------------------------     --------------------------     ----------------------------
</TABLE>

<PAGE>   147

<TABLE>
<CAPTION>
                                                                                                                            (Right)
<S>            <C>        <C>             <C>             <C>              <C>             <C>                 <C>        <C>
















-----------------------------------------------------------------------------------------------
                        |                              |                  |                   |
                        |                              |                  |                   |
                        |                              |                  |                   |
                        |                              |                  |                   |
                        |                              |                  |                   |
                        |                              |                  |                   |
                        |                              |                  |                   |
                        |                              |                  |                   |
         ---------------|--------------   ------------------------------- |      ----------------------------
         |     NATIONWIDE GLOBAL      |   |       GATES MCDONALD        | |      |        NATIONWIDE        |
         |    HOLDINGS, INC. (NGH)    |   |      & COMPANY (GATES)      | |      |HEALTH PLANS, INC. (NHP)  |
         |                            |   |                             | |      |                          |
         |Common Stock:   1 Share     | --|Common Stock:  254 Shares    | |  |---|Common Stock:  100 Shares |
         |------------                | | |------------                 | |  |   |------------              |
         |               Cost         | | |               Cost          | |  |   |               Cost       |
         |               ----         | | |               ----          | |  |   |               ----       |
         |NW Corp.-100%  $506,434,210 | | |NW Corp.-100%  $25,683,532   | |  |   |                          |
         |                            | | |------------------------------ |  |   |NW Corp.-100%  $14,603,732|
         |(See Page 3)                |   |                               |  |   ----------------------------
         ------------------------------ | |------------------------------ |  |   ----------------------------
                                        | |  MEDPROSOLUTIONS, INC.      | |  |   |    NATIONWIDE MANAGEMENT |
         ------------------------------ --|                             | |  |   |        SYSTEMS, INC.     |
         |    VILLANOVA MUTUAL FUND   | | |               Cost          | |  |   |                          |
         |     CAPITAL TRUST (VMF)    | | |               ----          | |  |---|Common Stock:  100 Shares |
----|----|                            | | |Gates-100%     $6,700,000    | |  |   |-------------             |
    |    |                            | | |                             | |  |   |               Cost       |
    |    |                            | | |                             | |  |   |               ----       |
    |    |                            | | ------------------------------- |  |   |NHP Inc.-100%  $25,149    |
    |    |                            | |                                 |  |   ----------------------------
    |    |                            | | |------------------------------ |  |   ----------------------------
    |    |   DELAWARE BUSINESS TRUST  | | |     GATES MCDONALD &        | |  |   |         NATIONWIDE       |
    |    ------------------------------ | | COMPANY OF NEW YORK, INC.   | |  |   |        AGENCY, INC.      |
    |                                   --|                             | |  |   |                          |
    |    ------------------------------ | |Common Stock:  3 Shares      | |  |---|Common Stock:  100 Shares |
    |    |        NORTHPOINTE         | | |------------                 | |      |------------              |
    |    |        CAPITAL LLC         | | |               Cost          | |      |               Cost       |
    |    |                            | | |               ----          | |      |               ----       |
    |----|                            | | |Gates-100%     $106,947      | |      |NHP Inc.-99%   $116,077   |
         |                            | | ------------------------------- |      ----------------------------
         |                            | |                                 |
         |                            | | ------------------------------- |      ----------------------------
         |VILLANOVA CAPITAL, INC.-65% | | |      GATES MCDONALD &       | |      |   MRM INVESTMENTS, INC.  |
         ------------------------------ | |     COMPANY OF NEVADA       | |      |                          |
                                        --|                             | -------|Common Stock:  1 Shares   |
         ------------------------------ | |Common Stock:  40 Shares     |        |------------              |
         |     EXCALIBER FUNDING      | | |------------                 |        |               Cost       |
         |        CORPORATION         | | |               Cost          |        |               ----       |
---------|Common Stock: 1,000 Shares  | | |               ----          |        |NW Corp.-100%  $7,000,000 |
         |-------------               | | |Gates-100%     $93,750       |        ----------------------------
         |              Cost          | | -------------------------------
         |              ----          | |
         |Morley-100%   $1,000        | | -------------------------------
         ------------------------------ | |       GATES MCDONALD        |
                                        | |      HEALTH PLUS, INC.      |
         ------------------------------ --|                             |
         |      CALIBER FUNDING       | | |Common Stock:  200 Shares    |
         |        CORPORATION         | | |------------                 |
         |                            | | |               Cost          |
---------|                            | | |               ----          |
         |                            | | |Gates-100%     $2,000,000    |
         | Morley-100%                | | -------------------------------
         |                            | |
         ------------------------------ | -------------------------------
                                        | |NEVADA INDEPENDENT COMPANIES-|
                                        | |MANUFACTURING TRANSPORTATION |
                                        | |       AND DISTRIBUTION      |
                                        --|                             |
                                        | |Common Stock:  1,000 Shares  |
                                        | |------------                 |
                                        | |Gates-100%                   |
                                        | -------------------------------
                                        |
         ------------------------------ | -------------------------------
         |      MORLEY RESEARCH       | | |      NEVADA INDEPENDENT     |
         |      ASSOCIATES, LTD.      | | |     COMPANIES-HEALTH AND    |
---------|                            | --|           NONPROFIT         |
         |Common Stock:  1,000 Shares | | |Common Stock:  1,000 Shares  |
         |-------------               | | |------------                 |
         |               Cost         | | |                             |
         |               ----         | | |Gates-100%                   |
         |Morley-100%    $1,000       | | -------------------------------
         ------------------------------ |
                                        | -------------------------------
         ------------------------------ | |     NEVADA INDEPENDENT      |
         |       MORLEY CAPITAL       | | |   COMPANIES-CONSTRUCTION    |
         |         MANAGEMENT         | --|                             |
         |                            | | |Common Stock:  1,000 Shares  |
---------|Common Stock:  500 Shares   | | |------------                 |
         |-------------               | | |                             |
         |                Cost        | | |Gates-100%                   |
         |                ----        | | -------------------------------
         |Morley-100%     $5,000      | |
         ------------------------------ | -------------------------------
                                        | |     NEVADA INDEPENDENT      |
         ------------------------------ | | COMPANIES-HOSPITALITY AND   |       Subsidiary Companies      - Solid Line
         |     UNION BOND & TRUST     | --|         ENTERTAINMENT       |       Contractual Association   - Double Line
         |           COMPANY          |   |                             |       Limited Liability Company - Dotted Line
         |                            |   |Common Stock:  1,000 Shares  |
---------|Common Stock:  2,000 Shares |   |------------                 |
         |------------                |   |                             |
         |               Cost         |   |Gates-100%                   |       September 30, 2000
         |               ----         |   -------------------------------
         |Morley-100%    $50,000      |
         ------------------------------
                                                                                                                    Page 2
</TABLE>
<PAGE>   148


Item 27.      NUMBER OF CONTRACT OWNERS

              The number of contract owners of Qualified and Non-Qualified
              Contracts as of February 1, 2000 was 3,037 and 5,362,
              respectively.

Item 28.      INDEMNIFICATION

              Provision is made in Nationwide's Amended Code of Regulations and
              expressly authorized by the General Corporation Law of the State
              of Ohio, for indemnification by Nationwide 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 Nationwide, 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 Nationwide pursuant to the
              foregoing provisions, Nationwide 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)  The principal underwriter is Fidelity Investments
                   Institutional Services Company, Inc. which does not act as
                   principal underwriter, depositor, sponsor, or investment
                   adviser to any other investment company.



<PAGE>   149


              (b)
<TABLE>
<CAPTION>

              <S>                                         <C>
              NAME AND PRINCIPAL BUSINESS ADDRESS         POSITIONS AND OFFICES WITH UNDERWRITER

              J. Gary Burkhead                            Director

              Kevin J. Kelly                              Director

              Robert L. Reynolds                          Director

              Kevin J. Kelly                              President and Chief Executive Officer

              Eric Roiter                                 General Counsel

              Stephen E. Tibbetts                         Treasurer

              Jay Freedman                                Clerk

              Elizabeth L. Baker                          Compliance Officer

              Susan Englander Hislop                      Assistant Clerk

</TABLE>

              (c)   Not applicable

              The address for each person named in Item 29 is 82 Devonshire
              Street, Boston, Massachusetts 02109

Item 30.      LOCATION OF ACCOUNTS AND RECORDS

              John Davis
              Nationwide Life Insurance Company
              One Nationwide Plaza
              Columbus, OH  43216

Item 31.      MANAGEMENT SERVICES

              Not Applicable


<PAGE>   150


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 represents that any of the contracts which are
              issued pursuant to Section 403(b) of the Internal Revenue Code,
              are issued by Nationwide through the Registrant in reliance upon,
              and in compliance with, a no-action letter issued by the Staff of
              the Securities and Exchange Commission to the American Council of
              Life Insurance (publicly available November 28, 1988) permitting
              withdrawal restrictions to the extent necessary to comply with
              Section 403(b)(11) of the Internal Revenue Code.

              Nationwide 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 Nationwide.


<PAGE>   151


                          INDEPENDENT AUDITORS' CONSENT

The Board of Directors of Nationwide Life Insurance Company and Contract Owners
of Nationwide Fidelity Advisor Variable Account:

We consent to the use of our reports included herein and to the reference to our
firm under the heading "Services" in the Statement of Additional Information.

                                                                        KPMG LLP

Columbus, Ohio
April 26, 2000


<PAGE>   152


                                   SIGNATURES


As required by the Securities Act of 1933, the Registrant, NATIONWIDE FIDELITY
ADVISOR VARIABLE ACCOUNT, certifies that it meets the requirements of the
Securities Act Rule 485(b) for effectiveness of the Post-Effective Amendment NO.
11 and has caused this Post-Effective Amendment NO. 11 to be signed on its
behalf in the City of Columbus, and State of Ohio, on this 13th day of DECEMBER,
2000.


                                    NATIONWIDE FIDELITY ADVISOR VARIABLE ACCOUNT
                                    --------------------------------------------
                                                   (Registrant)

                                          NATIONWIDE LIFE INSURANCE COMPANY
                                    --------------------------------------------
                                                   (Depositor)

                                             By /s/ STEVEN SAVINI, ESQ.
                                    -------------------------------------------
                                                Steven Savini, Esq.


As required by the Securities Act of 1933, this Registration Statement has been
signed by the following persons in the capacities indicated on the 13TH day of
DECEMBER, 2000.


                SIGNATURE                               TITLE

LEWIS J. ALPHIN                                        Director
----------------------------------------
Lewis J. Alphin

A. I. BELL                                             Director
----------------------------------------
A. I. Bell

NANCY C. BREIT                                         Director
----------------------------------------
Nancy C. Breit

KENNETH D. DAVIS                                       Director
----------------------------------------
Kenneth D. Davis

KEITH W. ECKEL                                         Director
----------------------------------------
Keith W. Eckel

WILLARD J. ENGEL                                       Director
----------------------------------------
Willard J. Engel

FRED C. FINNEY                                         Director
----------------------------------------
Fred C. Finney

JOSEPH J. GASPER                             President and Chief Operating
----------------------------------------         Officer and Director
Joseph J. Gasper

W.G. JURGENSEN                                  Chief Executive Officer
----------------------------------------             and Director
W.G. Jurgensen

DIMON R. MCFERSON                                      Chairman
----------------------------------------             and Director
Dimon R. McFerson

DAVID O. MILLER                                Chairman of the Board and
----------------------------------------               Director
David O. Miller

YVONNE L. MONTGOMERY                                   Director
----------------------------------------
Yvonne L. Montgomery

ROBERT A. OAKLEY                          Executive Vice President and Chief
----------------------------------------           Financial Officer
Robert A. Oakley

RALPH M. PAIGE                                         Director
----------------------------------------
Ralph M. Paige

JAMES F. PATTERSON                                     Director
----------------------------------------
James F. Patterson

ARDEN L. SHISLER                                       Director
----------------------------------------
Arden L. Shisler

ROBERT L. STEWART                                      Director
----------------------------------------
Robert L. Stewart


             By /s/ STEVEN SAVINI
     --------------------------------------
                 Steven Savini
               Attorney-in-Fact





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