substitutionapplication.htm

(2) upward or downward by up to 0.10% depending on the Fund’s performance relative to its benchmark, the MSCI All Country World ex U.S. Index. Depending on the performance of the Fund, the management fee could range from 0.70% at its lowest to 1.00% at its highest.

44 “Other Expenses” include administrative services fees which currently are 0.15%, but which are permitted to be as high as 0.25%. The full 0.25% in administrative services fees is not reflected in “Other Expenses” at this time because the Fund does not currently sell such shares to insurance companies that charge the full amount permitted. If the full amount of administrative services fees were charged, total operating expenses would be 1.35%.

45 The Trust and the Adviser have entered into a written contract limiting operating expenses to 1.25% until at least May 1, 2009. This limit excludes certain Fund expenses, including any taxes, interest, brokerage fees, Rule 12b-1 fees, short-sale dividend expenses, administrative services fees, other expenses which are capitalized in accordance with generally accepted accounting principles and may exclude other non-routine expenses not incurred in the ordinary course of the Fund's business. The Trust is authorized to reimburse the Adviser for management fees previously waived and/or for expenses previously paid by the Adviser provided, however, that any reimbursements must be paid at a date not more than three years after the fiscal year in which the Adviser waived the fees or reimbursed the expenses and the reimbursements do not cause the Fund to exceed the expense limitation in the agreement. Currently, the Fund is operating below the expense limit.

invest to 60-85 companies and also limits the emerging markets exposure to 15% of assets. The Credit Suisse Trust – International Focus Portfolio may invest in small and mid cap companies without specific limitations. The NVIT – Gartmore NVIT International Equity Fund does not have a limit on the number of securities in which the fund can invest. While the NVIT – Gartmore NVIT International Equity Fund allows for emerging markets exposure, prospectus language is non-specific on allowable emerging markets exposure as a percent of assets. Both portfolios allow for the use of derivatives without specific limitations. As of 10/31/08, the most recent date available in Morningstar Direct as of 12/3/08, the NVIT – NVIT International Equity Fund did not hold any derivatives securities, but did hold 3% of its net assets in emerging markets securities. It did not hold any small cap companies, but did hold 3% of its net assets in mid cap companies. In addition, as of 10/31/08, the Credit Suisse Trust – International Focus Portfolio did not hold any derivatives securities, but did hold 3% of its net assets in emerging markets securities. It also held 5% of its net assets in small cap companies and 7% in mid cap companies.

This proposed Substitution will impact the following Contracts:

Separate Account	1940 Act File No.	1933 Act File No.	Contract/Class Identifier
Nationwide Variable Account-9	811-08241	333-28995	C000024728
Nationwide Variable Account-9	811-08241	333-28995	C000024721

15. Credit Suisse Trust – International Focus Portfolio replaced by NVIT – Gartmore NVIT International Equity Fund: Class III46

	Existing Fund	Replacement Fund
	Credit Suisse Trust – International Focus Portfolio	NVIT – Gartmore NVIT International Equity Fund: Class III
Adviser:	Credit Suisse Asset Management, LLC	Nationwide Fund Advisors
Sub-adviser:	Credit Suisse Asset Management Limited	Gartmore Global Partners
Investment Objective:	Long-term capital appreciation.	Long-term capital growth by investing primarily in equity securities of companies located in Europe, Australasia, the Far East and other regions, including developing countries.
Investment Strategy:	· Invests at least 80% of its net assets, plus any borrowings for investment purposes, in equity securities of 60 to 85 foreign companies · Focuses on the world’s major foreign markets · Limited emerging-markets investments · Favors stocks with discounted valuations, using a value-based, bottom-up investment approach The portfolio seeks long-term capital appreciation. To pursue this goal, it invests in equity securities of approximately 60 to 85 companies located in or conducting a majority of their business in major foreign markets or companies whose securities trade primarily in major foreign markets. The portfolio is not an index fund and will not seek to match the performance or weightings of the MSCI EAFE Index. The portfolio intends to diversify its investments across a number of different countries. However, at times the portfolio may invest a significant part of its assets in a single country. The portfolio may invest up to 15% of its net assets in emerging markets.	Under normal circumstances, the Fund invests at least 80% of the value of its net assets in equity securities issued by companies of any size, including small- and mid-cap companies, that are located in, or that derive a significant portion of their earnings or revenues from, a number of countries around the world other than the United States. Some of these countries may be considered to be emerging market countries. The Fund employs a growth style of investing, which emphasizes companies that the subadviser believes have the potential to deliver unexpected earnings. The subadviser looks for foreign markets that it believes offer the potential for strong economic growth, and assesses the valuation and growth rates both of a particular company and of the market where the company is located. It conducts proprietary research in order to form an independent perspective that provides a basis for valuing stocks. By comparing its own valuations of individual companies to those of the market, the subadviser seeks to pinpoint companies whose prospects appear different from the market’s consensus. The subadviser selects securities of companies it believes have the potential to deliver unexpected earnings and have prospects for earnings growth that the market has underestimated. The Fund also may use derivatives, such as futures and options, either as a substitute for taking a position in an underlying asset, to increase returns or as part of a hedging strategy. The Fund may engage in active and frequent trading of portfolio securities. NFA has selected Gartmore Global Partners as subadviser to manage the Fund’s portfolio on a day-to-day basis.
Principal Risks:	A WORD ABOUT RISK All investments involve some level of risk. Simply defined, risk is the possibility that you will lose money or not make money. Principal risk factors for the portfolio are discussed below. Before you invest, please make sure you understand the risks that apply to the portfolio. As with any mutual fund, you could lose money over any period of time. Investments in the portfolio are not bank deposits and are not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. FOCUS RISK The portfolio generally invests a greater portion of its assets in the securities of a smaller number of issuers. As a result, the portfolio may be subject to greater volatility with respect to its investments than a portfolio that invests in a larger number of securities. FOREIGN SECURITIES RISK A portfolio that invests outside the U.S. carries additional risks that include: Currency Risk Fluctuations in exchange rates between the U.S. dollar and foreign currencies may negatively affect an investment. Adverse changes in exchange rates may erode or reverse any gains produced by foreign-currency-denominated investments and may widen any losses. Although the portfolio may seek to reduce currency risk by hedging part or all of its exposure to various foreign currencies, it is not required to do so. Information Risk Key information about an issuer, security or market may be inaccurate or unavailable. Political Risk Foreign governments may expropriate assets, impose capital or currency controls, impose punitive taxes, or nationalize a company or industry. Any of these actions could have a severe effect on security prices and impair the portfolio's ability to bring its capital or income back to the U.S. Other political risks include economic-policy changes, social and political instability, military action and war. MARKET RISK The market value of a security may fluctuate, sometimes rapidly and unpredictably. These fluctuations, which are often referred to as "volatility," may cause a security to be worth less than it was worth at an earlier time. Market risk may affect a single issuer, industry, sector of the economy, or the market as a whole. Market risk is common to most investments-including stocks and bonds, and the mutual funds that invest in them.	The Fund cannot guarantee that it will achieve its investment objective. As with any fund, the value of the Fund’s investments – and therefore, the value of Fund shares – may fluctuate. These changes may occur because of, among other things: Stock market risk – the Fund could lose value if the individual stocks in which it invests or overall stock markets in which such stocks trade go down. Foreign securities risk – foreign securities may be more volatile, harder to price and less liquid than U.S. securities. The prices of foreign securities may be further affected by other factors, such as changes in the exchange rates between the dollar and the currencies in which the securities are traded. Emerging markets risk – a magnification of the risks that apply to all foreign investments. These risks are greater for securities of companies in emerging market countries because the countries may have less stable governments, more volatile currencies and less established markets. Small- and mid-cap securities risk – in general, stocks of small- and mid-cap companies may be more volatile and less liquid than larger company stocks. Derivatives risk – the Fund may experience a significant loss or otherwise lose opportunities for gains if it uses certain derivatives (e.g., options, futures, forwards and forward commitments, and swap agreements) when the security prices, interest rates, currency values or other such measures underlying derivatives change in unexpected ways. In addition, derivatives may involve additional expenses, which can reduce any benefit or increase any loss to the Fund from using a derivatives strategy. Derivatives also present default risks if the counterparty to a derivatives contract fails to fulfill its obligations to the Fund. Growth style risk – growth investing involves buying stocks that have relatively high prices in relation to their earnings. Growth stocks may be more volatile than other stocks because they are generally more sensitive to investor perceptions and market movements. During periods of growth stock underperformance, the Fund’s performance may suffer and underperform other equity funds that use different investing styles. Portfolio turnover – a higher portfolio turnover rate results in higher transaction costs for the Fund, and may increase the volatility of the Fund. If the value of the Fund’s investments goes down, you may lose money.
Management Fees	1.00%	0.98%47
12b-1 Fees	N/A	0.00%
Other Expenses	0.33%	0.27%48
Total Gross Expenses	1.33%	1.25%

46 This underlying mutual fund assesses (or reserves the right to assess) a short-term trading fee.

47 The management fee may be adjusted: (1) by asset-level breakpoints, according to the following schedule:

48 “Other Expenses” include administrative services fees which currently are 0.15%, but which are permitted to be as high as 0.25%. The full 0.25% in administrative services fees is not reflected in “Other Expenses” at this time because the Fund does not currently sell such shares to insurance companies that charge the full amount permitted. If the full amount of administrative services fees were charged, total operating expenses would be 1.35%.

Waivers/Reimbursements	N/A	N/A
Total Net Expenses	1.33%	1.25%49
Total Fund Assets by Share Class (as of 9-30-2008)	$63,633,413	$60,194,969
Performance History (as of 9-30-2008)
3 Mo.	-20.12%	-25.52%
1 Yr.	-28.04%	-28.15%
3 Yrs.	1.52%	8.98%
5 Yrs.	9.33%	15.57%
10 Yrs.	3.64%	N/A

The percentage of the Credit Suisse Trust – International Focus Portfolio assets that will be transferred to the NVIT – Gartmore NVIT International Equity Fund: Class III pursuant to the Substitution is approximately 54% as of 9/30/08. This comprised approximately 54% of the Existing Fund’s total assets as of 9/30/08. (Another 0.2% of the assets in Credit Suisse Trust – International Focus Portfolio is proposed to be substituted into the NVIT – Gartmore NVIT International Equity Fund: Class I.)

Shareholder approval of reliance on the discretion provided by the Manager of Managers Order (discussed in Section II.B.) was received on or about September 1, 2000.

49 The Trust and the Adviser have entered into a written contract limiting operating expenses to 1.25% until at least May 1, 2009. This limit excludes certain Fund expenses, including any taxes, interest, brokerage fees, Rule 12b-1 fees, short-sale dividend expenses, administrative services fees, other expenses which are capitalized in accordance with generally accepted accounting principles and may exclude other non-routine expenses not incurred in the ordinary course of the Fund's business. The Trust is authorized to reimburse the Adviser for management fees previously waived and/or for expenses previously paid by the Adviser provided, however, that any reimbursements must be paid at a date not more than three years after the fiscal year in which the Adviser waived the fees or reimbursed the expenses and the reimbursements do not cause the Fund to exceed the expense limitation in the agreement. Currently, the Fund is operating below the expense limit.

This proposed Substitution will impact the following Contracts:

Separate Account	1940 Act File No.	1933 Act File No.	Contract/Class Identifier
Nationwide Variable Account-II	811-03330	002-75059	C000024495
Nationwide Variable Account-II	811-03330	033-60063	C000024502
Nationwide Variable Account-II	811-03330	033-67636	C000024501
Nationwide Variable Account-9	811-08241	333-28995	C000024720
Nationwide Variable Account-9	811-08241	333-52579	C000024732
Nationwide Variable Account-9	811-08241	333-53023	C000024723
Nationwide Variable Account-9	811-08241	333-53023	C000024724

Separate Account	1940 Act File No.	1933 Act File No.	Contract/Class Identifier
Nationwide Variable Account-9	811-08241	333-53023	C000024725
Nationwide Variable Account-9	811-08241	333-56073	C000024734
Nationwide VLI Separate Account-2	811-05311	033-42180	C000025924
Nationwide VLI Separate Account-2	811-05311	033-62795	C000025923
Nationwide VLI Separate Account-4	811-08301	333-31725	C000025928
Nationwide VLI Separate Account-4	811-08301	333-31725	C000026839
Nationwide VLI Separate Account-4	811-08301	333-52615	C000025936
Nationwide VLI Separate Account-4	811-08301	333-52617	C000025932
Nationwide VLI Separate Account-4	811-08301	333-52617	C000025933

16. Federated Insurance Series – Federated Quality Bond Fund II: Primary Shares replaced by NVIT – NVIT Core Bond Fund: Class I

	Existing Fund	Replacement Fund
	Federated Insurance Series – Federated Quality Bond Fund II: Primary Shares	NVIT – NVIT Core Bond Fund: Class I
Adviser:	Federated Investment Management Company	Nationwide Fund Advisors
Sub-adviser:	N/A	Nationwide Asset Management, LLC
Investment Objective:	Current income.	High level of current income consistent with preserving capital.
Investment Strategy:	The Fund invests in a diversified portfolio of investment -grade, fixed-income securities consisting primarily of corporate debt securities, U.S. government and privately issued mortgage-backed securities, and U.S. Treasury and agency securities. The Fund's investment adviser (Adviser) seeks to enhance the Fund's performance by allocating relatively more of its portfolio to the security type that the Adviser expects to offer the best balance between current income and risk. Some of the corporate debt securities in which the Fund invests are considered to be "foreign securities," as that term is defined in this prospectus. The foreign securities in which the Fund invests will be predominately denominated in U.S. dollars. The Fund may invest in derivative contracts to implement its investment strategies as more fully described herein. Although the value of the Fund's Shares will fluctuate, the Adviser will seek to manage the magnitude of fluctuation by limiting, under normal market conditions, the Fund's dollar-weighted average maturity to between three and ten years and dollar-weighted average duration to between three and seven years. Maturity reflects the time until a fixed-income security becomes payable. Duration measures the price sensitivity of a fixed-income security to changes in interest rates. The Fund intends to invest in the securities of U.S. government-sponsored entities (GSEs), including GSE securities that are not backed by the full faith and credit of the U.S. government, such as those issued by the Federal Home Loan Mortgage Corporation, the Federal National Mortgage Association, and the Federal Home Loan Bank System. These entities are, however, supported through federal subsidies, loans or other benefits. The Fund may also invest in GSE securities that are supported by the full faith and credit of the U.S. government, such as those issued by the Federal Home Loan Mortgage Corporation, the Federal National Mortgage Association, and the Federal Home Loan Bank System. Finally, the Fund may invest in a few GSE securities that have no explicit financial support, but which are regarded as having implied support because the federal government sponsors their activities. Such securities include those issued by the Farm Credit System and the Financing Corporation.	Under normal circumstances, the Fund invests at least 80% of the value of its net assets in fixed-income securities that are investment grade, including corporate bonds, U.S. government securities and U.S. government agency securities. The Fund seeks to achieve its objective by investing in securities offering the highest level of expected income while simultaneously minimizing market price fluctuations. The securities in which the Fund invests may pay interest on either a fixed-rate basis or a variable-rate basis. The Fund may also invest a portion of its assets in: * mortgage-backed securities; * asset-backed securities; * bank and corporate loans; * foreign government and corporate bonds denominated in U.S. dollars; * commercial paper rated by a rating agency in one of the two highest rating categories; * high-yield bonds (i.e., “junk bonds”); * preferred stock and * derivatives. The Fund’s subadviser seeks value and may sell a security to take advantage of more favorable opportunities. The Fund’s subadviser also may sell a bond as it gets closer to its maturity in order to maintain the Fund’s target duration and achieve an attractive total return. *NFA has selected Nationwide Asset Management, LLC as subadviser to manage the Fund’s portfolio on a day-to-day basis.
Principal Risks:	All mutual funds take investment risks. Therefore, it is possible to lose money by investing in the Fund. The primary factors that may reduce the Fund's returns include: · Interest Rate Risk. Prices of fixed-income securities generally fall when interest rates rise. Interest rate changes have a greater effect on the price of fixed-income securities with longer durations. · Credit Risks. There is a possibility that issuers of securities in which the Fund may invest may default in the payment of interest or principal on the securities when due, which would cause the Fund to lose money. · Call and Prepayment Risks. The Fund's performance may be adversely affected by the possibility that an issuer of a security held by the Fund may redeem the security prior to maturity at a price below its current market value. For instance, when homeowners prepay their mortgages in response to current interest rates, the Fund will be required to reinvest the proceeds at the current interest rates available. Also, when interest rates fall, the price of mortgage-backed securities may not rise to as great an extent as that of other fixed-income securities. · Risks of Foreign Investing. Because the Fund invests in securities issued by foreign companies, the Fund's share price may be more affected by foreign economic and political conditions, taxation policies and accounting and auditing standards than could otherwise be the case. · Liquidity Risk. The fixed- income securities in which the Fund invests may be less readily marketable and may be subject to greater fluctuation in price than other securities. Liquidity risk also refers to the possibility that the Fund may not be able to sell a security or close out a derivative contract when it wants to. · Leverage Risks. Leverage risk is created when an investment exposes the Fund to a level of risk that exceeds the amount invested. · Risks Associated with Complex CMOs. The Fund may invest a portion of its assets in securities rated below investment grade which may be subject to greater interest rate, credit and liquidity risks than investment-grade securities. · Risks of Investing in Derivative Contracts and Hybrid Instruments. The Fund's use of derivative contracts and hybrid instruments involves risks different from, or possibly greater than, the risks associated with investing directly in securities and other traditional investments. Also, derivative contracts and hybrid instruments may involve other risks described in this prospectus or the Fund's Statement of Additional Information, such as interest rate, credit, currency, liquidity and leverage risks.	The Fund cannot guarantee that it will achieve its investment objective. As with any mutual fund, the value of the Fund’s investments – and therefore, the value of Fund shares – may fluctuate. These changes may occur because of: Interest rate risk – generally, when interest rates go up, the value of fixed-income securities goes down. Credit risk – a bond issuer may be unable to pay the interest or principal when due. This risk is more pronounced with high-yield bonds and other lower rated securities. Liquidity risk – is the risk that a security cannot be sold, or cannot be sold quickly, at an acceptable price. Prepayment, call and redemption risk – certain bonds will be paid off by the issuer more quickly than anticipated. If this happens, the Fund may be required to invest the proceeds in securities with lower yields. Extension risk – when interest rates rise, certain bond obligations will be paid off by the issuer more slowly than anticipated. This can cause the market value of the security to fall because the market may view its interest rate as too low for a longer-term investment. Mortgage- and asset-backed securities risk – these securities are subject to prepayment and extension risk, as described above. Additionally, through its investments in mortgage-backed securities, including those issued by private lenders, a Fund may have some exposure to subprime loans, as well as to the mortgage and credit markets generally. Subprime loans, which are loans made to borrowers with weakened credit histories, have had in many cases higher default rates than loans that meet government underwriting requirements. The credit quality of most asset-backed securities depends primarily on the credit quality of the assets underlying such securities, how well the entity issuing the security is insulated from the credit risk of the originator or any other affiliated entities, and the amount and quality of any credit enhancement of the securities. Unlike mortgage-backed securities, asset-backed securities may not have the benefit of any security interest in the related asset. Lower rated securities risk – refers to the risk that the Fund’s investment in high-yield bonds and other lower rated bonds will subject the Fund to substantial risk of loss. Event risk – the risk that corporate issuers may undergo restructurings, such as mergers, leveraged buyouts, takeovers or similar events, which may be financed by increased debt. As a result of the added debt, the credit quality and the market value of a company’s bonds may decline significantly. Bank and corporate loans risk – bank and corporate loans are subject to the same risks that apply to fixed income securities generally, such as interest rate and credit risk. However, because the trading market for certain bank or corporate loans may be less developed than the secondary market for other bonds, the Fund may experience difficulties in selling bank or corporate loans it holds. If a borrower (or the financial institution that acts as agent for the loan’s syndicate) experiences financial problems or becomes bankrupt, the Fund may not recover the amount of any principal it has invested, may experience a long delay in recovering its investment and may not receive interest during the delay.
Management Fees	0.60%	0.40%
12b-1 Fees	0.25%	0.00%
Other Expenses	0.41%	0.30%50
Total Gross Expenses	1.26%	0.70%51
Waivers/Reimbursements	N/A52	N/A
Total Net Expenses	1.26%	0.70%
Total Fund Assets by Share Class (as of 9-30-2008)	$253,150,536	$884,255
Performance History (as of 9-30-2008)
3 Mo.	-6.27%	-0.82%
1 Yr.	-3.85%	N/A
3 Yrs.	1.18%	N/A
5 Yrs.	1.67%	N/A
10 Yrs.	N/A	N/A

The percentage of the Existing Fund’s assets in Primary Shares that will be transferred to the Replacement Fund pursuant to the Substitution is approximately 88% as of 9/30/08. This comprised approximately 69% of the Existing Fund’s total assets as of 9/30/08.

Shareholder approval of reliance on the discretion provided by the Manager of

50 “Other Expenses” include administrative services fees which currently are permitted to be up to 0.25%. Administrative services fees are estimated to be 0.15% during the current fiscal year ending December 31, 2008. The full 0.25% in administrative services fees is not reflected in “Other Expenses” at this time because the Fund does not anticipate selling shares to insurance companies that charge the full amount permitted.

51 Expenses are estimated based on the Fund’s projected net assets for 2008.

52 Although not contractually obligated to do so, the Adviser waived and the distributor and shareholder services provider elected not to charge 0.56% in expenses, resulting in Total Net Expenses (after waiver reductions) of 0.70%.

Managers Order (discussed in Section II.B.) was received on or about March 24, 2008, at which time total Fund assets were $25,000,000.

The Section 26 Applicants believe that the Federated Insurance Series – Federated Quality Bond Fund II and the NVIT – NVIT Core Bond Fund have similar investment objectives and substantially similar policies and risks. Both portfolios employ similar strategies in terms of sector selection duration parameters and both portfolios may invest in derivatives, preferred stock, high yield or foreign securities without specific limitations. As of 10/31/08, the most recent date available in Morningstar Direct as of 12/3/08, the NVIT – NVIT Core Bond Fund did not hold any derivatives, preferred stock, high yield or foreign securities. In addition, as of 9/30/08, the Federated Insurance Series – Federated Quality Bond Fund II did not hold any derivatives, preferred stock, or foreign securities, but did hold 2% of its net assets in high yield securities.

This proposed Substitution will impact the following Contracts:

Separate Account	1940 Act File No.	1933 Act File No.	Contract/Class Identifier
Nationwide Provident VLI Separate Account 1	811-04460	033-42133	C000026802
Nationwide Provident VLI Separate Account 1	811-04460	333-82613	C000026806
Nationwide Provident VLI Separate Account 1	811-04460	333-98629	C000026804
Nationwide Provident VLI Separate Account 1	811-04460	333-98631	C000026809
Nationwide Provident VLI Separate Account A	811-08722	333-67775	C000026808
Nationwide Provident VLI Separate Account A	811-08722	333-71763	C000026803
Nationwide Provident VLI Separate Account A	811-08722	333-82611	C000026807

Separate Account	1940 Act File No.	1933 Act File No.	Contract/Class Identifier
Nationwide Provident VLI Separate Account A	811-08722	333-84475	C000026801
Nationwide Variable Account-14	811-21205	333-104339	C000017946
Nationwide Variable Account-7	811-08666	033-89560	C000034518
Nationwide Variable Account-7	811-08666	033-89560	C000034519
Nationwide Variable Account-9	811-08241	333-28995	C000024720
Nationwide Variable Account-9	811-08241	333-28995	C000024727
Nationwide Variable Account-9	811-08241	333-28995	C000024728
Nationwide Variable Account-9	811-08241	333-28995	C000024730
Nationwide Variable Account-9	811-08241	333-28995	C000024731
Nationwide Variable Account-9	811-08241	333-52579	C000024732
Nationwide Variable Account-9	811-08241	333-53023	C000024723
Nationwide Variable Account-9	811-08241	333-53023	C000024725
Nationwide Variable Account-9	811-08241	333-56073	C000024721
Nationwide Variable Account-9	811-08241	333-56073	C000024734
Nationwide Variable Account-9	811-08241	333-79327	C000024726
Nationwide Variable Account-II	811-03330	002-75059	C000024495
Nationwide Variable Account-II	811-03330	033-60063	C000024502
Nationwide Variable Account-II	811-03330	033-67636	C000024501
Nationwide VL Separate Account-G	811-21697	333-121878	C000025954
Nationwide VL Separate Account-G	811-21697	333-140608	C000047649
Nationwide VLI Separate Account-2	811-05311	033-42180	C000025924
Nationwide VLI Separate Account-2	811-05311	033-62795	C000025923
Nationwide VLI Separate Account-4	811-08301	333-31725	C000025928
Nationwide VLI Separate Account-4	811-08301	333-31725	C000026839
Nationwide VLI Separate Account-4	811-08301	333-52615	C000025936
Nationwide VLI Separate Account-4	811-08301	333-52617	C000025932
Nationwide VLI Separate Account-4	811-08301	333-52617	C000025933
Nationwide VLI Separate Account-4	811-08301	333-69160	C000025937
Nationwide VLI Separate Account-4	811-08301	333-69160	C000025938
Nationwide VLI Separate Account-4	811-08301	333-83010	C000025929
Nationwide VLI Separate Account-4	811-08301	333-83010	C000025930
Nationwide VLI Separate Account-4	811-08301	333-94037	C000025934
Nationwide VLI Separate Account-4	811-08301	333-94037	C000025935
Nationwide VLI Separate Account-7	811-21610	333-117998	C000025943
Nationwide VLI Separate Account-7	811-21610	333-121879	C000025944

17. Federated Insurance Series – Federated Quality Bond Fund II: Service Shares replaced by NVIT – NVIT Core Bond Fund: Class II

	Existing Fund	Replacement Fund
	Federated Insurance Series – Federated Quality Bond Fund II: Service Shares	NVIT – NVIT Core Bond Fund: Class II
Adviser:	Federated Investment Management Company	Nationwide Fund Advisors
Sub-adviser:	N/A	Nationwide Asset Management, LLC
Investment Objective:	Current income.	High level of current income consistent with preserving capital.
Investment Strategy:	The Fund invests in a diversified portfolio of investment -grade, fixed-income securities consisting primarily of corporate debt securities, U.S. government and privately issued mortgage-backed securities, and U.S. Treasury and agency securities. The Fund's investment adviser (Adviser) seeks to enhance the Fund's performance by allocating relatively more of its portfolio to the security type that the Adviser expects to offer the best balance between current income and risk. Some of the corporate debt securities in which the Fund invests are considered to be "foreign securities," as that term is defined in this prospectus. The foreign securities in which the Fund invests will be predominately denominated in U.S. dollars. The Fund may invest in derivative contracts to implement its investment strategies as more fully described herein. Although the value of the Fund's Shares will fluctuate, the Adviser will seek to manage the magnitude of fluctuation by limiting, under normal market conditions, the Fund's dollar-weighted average maturity to between three and ten years and dollar-weighted average duration to between three and seven years. Maturity reflects the time until a fixed-income security becomes payable. Duration measures the price sensitivity of a fixed-income security to changes in interest rates. The Fund intends to invest in the securities of U.S. government-sponsored entities (GSEs), including GSE securities that are not backed by the full faith and credit of the U.S. government, such as those issued by the Federal Home Loan Mortgage Corporation, the Federal National Mortgage Association, and the Federal Home Loan Bank System. These entities are, however, supported through federal subsidies, loans or other benefits. The Fund may also invest in GSE securities that are supported by the full faith and credit of the U.S. government, such as those issued by the Federal Home Loan Mortgage Corporation, the Federal National Mortgage Association, and the Federal Home Loan Bank System. Finally, the Fund may invest in a few GSE securities that have no explicit financial support, but which are regarded as having implied support because the federal government sponsors their activities. Such securities include those issued by the Farm Credit System and the Financing Corporation.	Under normal circumstances, the Fund invests at least 80% of the value of its net assets in fixed-income securities that are investment grade, including corporate bonds, U.S. government securities and U.S. government agency securities. The Fund seeks to achieve its objective by investing in securities offering the highest level of expected income while simultaneously minimizing market price fluctuations. The securities in which the Fund invests may pay interest on either a fixed-rate basis or a variable-rate basis. The Fund may also invest a portion of its assets in: * mortgage-backed securities; * asset-backed securities; * bank and corporate loans; * foreign government and corporate bonds denominated in U.S. dollars; * commercial paper rated by a rating agency in one of the two highest rating categories; * high-yield bonds (i.e., “junk bonds”); * preferred stock and * derivatives. The Fund’s subadviser seeks value and may sell a security to take advantage of more favorable opportunities. The Fund’s subadviser also may sell a bond as it gets closer to its maturity in order to maintain the Fund’s target duration and achieve an attractive total return. *NFA has selected Nationwide Asset Management, LLC as subadviser to manage the Fund’s portfolio on a day-to-day basis.
Principal Risks:	All mutual funds take investment risks. Therefore, it is possible to lose money by investing in the Fund. The primary factors that may reduce the Fund's returns include: · Interest Rate Risk. Prices of fixed-income securities generally fall when interest rates rise. Interest rate changes have a greater effect on the price of fixed-income securities with longer durations. · Credit Risks. There is a possibility that issuers of securities in which the Fund may invest may default in the payment of interest or principal on the securities when due, which would cause the Fund to lose money. · Call and Prepayment Risks. The Fund's performance may be adversely affected by the possibility that an issuer of a security held by the Fund may redeem the security prior to maturity at a price below its current market value. For instance, when homeowners prepay their mortgages in response to current interest rates, the Fund will be required to reinvest the proceeds at the current interest rates available. Also, when interest rates fall, the price of mortgage-backed securities may not rise to as great an extent as that of other fixed-income securities. · Risks of Foreign Investing. Because the Fund invests in securities issued by foreign companies, the Fund's share price may be more affected by foreign economic and political conditions, taxation policies and accounting and auditing standards than could otherwise be the case. · Liquidity Risk. The fixed- income securities in which the Fund invests may be less readily marketable and may be subject to greater fluctuation in price than other securities. Liquidity risk also refers to the possibility that the Fund may not be able to sell a security or close out a derivative contract when it wants to. · Leverage Risks. Leverage risk is created when an investment exposes the Fund to a level of risk that exceeds the amount invested. · Risks Associated with Complex CMOs. The Fund may invest a portion of its assets in securities rated below investment grade which may be subject to greater interest rate, credit and liquidity risks than investment-grade securities. · Risks of Investing in Derivative Contracts and Hybrid Instruments. The Fund's use of derivative contracts and hybrid instruments involves risks different from, or possibly greater than, the risks associated with investing directly in securities and other traditional investments. Also, derivative contracts and hybrid instruments may involve other risks described in this prospectus or the Fund's Statement of Additional Information, such as interest rate, credit, currency, liquidity and leverage risks.	The Fund cannot guarantee that it will achieve its investment objective. As with any mutual fund, the value of the Fund’s investments – and therefore, the value of Fund shares – may fluctuate. These changes may occur because of: Interest rate risk – generally, when interest rates go up, the value of fixed-income securities goes down. Credit risk – a bond issuer may be unable to pay the interest or principal when due. This risk is more pronounced with high-yield bonds and other lower rated securities. Liquidity risk – is the risk that a security cannot be sold, or cannot be sold quickly, at an acceptable price. Prepayment, call and redemption risk – certain bonds will be paid off by the issuer more quickly than anticipated. If this happens, the Fund may be required to invest the proceeds in securities with lower yields. Extension risk – when interest rates rise, certain bond obligations will be paid off by the issuer more slowly than anticipated. This can cause the market value of the security to fall because the market may view its interest rate as too low for a longer-term investment. Mortgage- and asset-backed securities risk – these securities are subject to prepayment and extension risk, as described above. Additionally, through its investments in mortgage-backed securities, including those issued by private lenders, a Fund may have some exposure to subprime loans, as well as to the mortgage and credit markets generally. Subprime loans, which are loans made to borrowers with weakened credit histories, have had in many cases higher default rates than loans that meet government underwriting requirements. The credit quality of most asset-backed securities depends primarily on the credit quality of the assets underlying such securities, how well the entity issuing the security is insulated from the credit risk of the originator or any other affiliated entities, and the amount and quality of any credit enhancement of the securities. Unlike mortgage-backed securities, asset-backed securities may not have the benefit of any security interest in the related asset. Lower rated securities risk – refers to the risk that the Fund’s investment in high-yield bonds and other lower rated bonds will subject the Fund to substantial risk of loss. Event risk – the risk that corporate issuers may undergo restructurings, such as mergers, leveraged buyouts, takeovers or similar events, which may be financed by increased debt. As a result of the added debt, the credit quality and the market value of a company’s bonds may decline significantly. Bank and corporate loans risk – bank and corporate loans are subject to the same risks that apply to fixed income securities generally, such as interest rate and credit risk. However, because the trading market for certain bank or corporate loans may be less developed than the secondary market for other bonds, the Fund may experience difficulties in selling bank or corporate loans it holds. If a borrower (or the financial institution that acts as agent for the loan’s syndicate) experiences financial problems or becomes bankrupt, the Fund may not recover the amount of any principal it has invested, may experience a long delay in recovering its investment and may not receive interest during the delay.
Management Fees	0.60%	0.40%
12b-1 Fees	0.25%	0.25%
Other Expenses	0.41%	0.30%53
Total Gross Expenses	1.26%	0.95%54
Waivers/Reimbursements	N/A55	N/A
Total Net Expenses	1.26%	0.95%
Total Fund Assets by Share Class (as of 9-30-2008)	$70,167,341	$1,580,679
Performance History (as of 9-30-2008)
3 Mo.	-6.38%	-0.85%
1 Yr.	-4.10%	N/A
3 Yrs.	0.93%	N/A
5 Yrs.	1.42%	N/A
10 Yrs.	N/A	N/A

The percentage of the Existing Fund’s assets in Service Shares that will be transferred to the Replacement Fund pursuant to the Substitution is approximately 99.8% as of 9/30/08. This comprised approximately 22% of the Existing Fund’s total assets as of 9/30/08.

53 “Other Expenses” include administrative services fees which currently are permitted to be up to 0.25%. Administrative services fees are estimated to be 0.15% during the current fiscal year ending December 31, 2008. The full 0.25% in administrative services fees is not reflected in “Other Expenses” at this time because the Fund does not anticipate selling shares to insurance companies that charge the full amount permitted.

54 Expenses are estimated based on the Fund’s projected net assets for 2008.

55 Although not contractually obligated to do so, the Adviser waived and the distributor and shareholder services provider elected not to charge 0.31% in expenses, resulting in Total Net Expenses (after waiver reductions) of 0.95%.

This proposed Substitution will impact the following Contracts:

Separate Account	1940 Act File No.	1933 Act File No.	Contract/Class Identifier
Nationwide Variable Account-7	811-08666	033-89560	C000024647
Nationwide Variable Account-7	811-08666	033-89560	C000034520
Nationwide Variable Account-9	811-08241	333-53023	C000024722
Nationwide Variable Account-II	811-03330	333-103093	C000024503
Nationwide Variable Account-II	811-03330	333-103094	C000024504
Nationwide Variable Account-II	811-03330	333-103094	C000024505
Nationwide Variable Account-II	811-03330	333-103094	C000024537
Nationwide Variable Account-II	811-03330	333-103094	C000024538
Nationwide Variable Account-II	811-03330	333-103095	C000024507
Nationwide Variable Account-II	811-03330	333-103095	C000024508
Nationwide Variable Account-II	811-03330	333-104510	C000024499

Separate Account	1940 Act File No.	1933 Act File No.	Contract/Class Identifier
Nationwide Variable Account-II	811-03330	333-104511	C000024497
Nationwide Variable Account-II	811-03330	333-104512	C000024498
Nationwide Variable Account-II	811-03330	333-104513	C000024496
Nationwide Variable Account-II	811-03330	333-104513	C000068828
Nationwide Variable Account-II	811-03330	333-105992	C000024500

18. Franklin Templeton Variable Insurance Products Trust – Templeton Developing Markets Securities Fund: Class 356 replaced by NVIT – Gartmore NVIT Emerging Markets Fund: Class III57

	Existing Fund	Replacement Fund
	Franklin Templeton Variable Insurance Products Trust – Templeton Developing Markets Securities Fund: Class 3	NVIT – Gartmore NVIT Emerging Markets Fund: Class III
Adviser:	Templeton Asset Management Ltd.	Nationwide Fund Advisors
Sub-adviser:	N/A	Gartmore Global Partners
Investment Objective:	Long-term capital appreciation.	Long-term capital growth by investing primarily in equity securities of companies located in emerging market countries.
Investment Strategy:	Under normal market conditions, the Fund invests at least 80% of its net assets in emerging market investments. Shareholders will be given at least 60 days' advance notice of any change to this 80% policy. Under normal market conditions, the Fund invests primarily to predominantly in equity securities. Emerging market investments generally include equity securities that trade in emerging markets or are issued by companies that derive at least 50% of total revenue from goods or services produced, or sales made, or that have their principal activities or considerable assets in, or are linked to currencies of, emerging market countries. Emerging market countries generally include those considered to be emerging by the World Bank, the International Finance Corporation, the United Nations, or the countries' authorities, or countries with a stock market capitalization of less than 3% of the Morgan Stanley Capital International World Index. These countries are typically located in the Asia-Pacific region, Eastern Europe, Central and South America, and Africa. Emerging market equity securities and emerging market countries are more fully described in the SAI. The fund may, from time to time have significant investments in one or more countries or in particular industries or sectors, such as oil and gas, metals and mining, financial institutions and technology (including computer hardware and software, electronics, and telecommunications). While the Fund has no specific policy regarding the market capitalization of issuers in which it will invest, because of the nature of emerging market issuers, a significant or substantial amount of the Fund's investments in equity securities of such issuers may be in small capitalization companies, that is, in companies with a market capitalization less than $1 billion. In addition to its main investments, the Fund may invest up to 20% of its net assets in investments of developed market countries. The Fund also may invest in American, Global and European Depositary Receipts, which are certificates typically issued by a bank or trust company that give their holders the right to receive securities issued by a domestic or foreign corporation. An equity security, or stock, represents a proportionate share of the ownership of a company; its value is based on the success of the company’s business, any income paid to stockholders, the value of its assets, and general market conditions. Common and preferred stocks, and securities convertible into common stock, are examples of equity securities. The Fund may invest up to 15% of its net assets in illiquid securities, which are securities with a limited trading market. Illiquid securities may not be readily sold or may only be resold at a price significantly lower than if they were liquid. The Fund may also invest a small portion of its total assets in shares of exchange-traded funds to gain exposure to the equity market while maintaining liquidity.	Under normal circumstances, the Fund invests at least 80% of the value of its net assets in equity securities issued by companies that are located in, or that derive a significant portion of their earnings or revenues from, emerging market countries. The Fund emphasizes companies that the subadviser believes have the potential to deliver unexpected earnings. The Fund may invest in companies of any size, including small- andmid-cap companies. The subadviser looks for emerging markets that it believes offer the potential for strong economic growth, and tries to avoid emerging markets it believes might be politically or economically unstable. The subadviser assesses the valuation and growth rates both of a particular company and of the emerging market where the company is located. The subadviser conducts proprietary research in order to form an independent perspective that provides a basis for valuing stocks. By comparing its own valuations of individual companies to those of the market, the subadviser seeks to pinpoint companies whose prospects appear different from the market’s consensus. The Fund also may use derivatives, such as futures and options, either as a substitute for taking a position in an underlying asset, to increase returns or as part of a hedging strategy. The Fund may engage in active and frequent trading of portfolio securities. The subadviser typically sells a security if it appears to no longer offer the potential for unexpected earnings. The subadviser specifically monitors: • earnings revisions and surprises; • stock price performance and • any information indicating a change in the industry or franchise assessment of a company. NFA has selected Gartmore Global Partners as subadviser to manage the Fund’s portfolio on a day-to-day basis.
Principal Risks:	Because the stocks the Fund holds fluctuate in price, the value of your investment in the Fund will go up and down. You could lose money. The Fund's main risks may affect the Fund's share price, its distributions or income and, therefore, the Fund's performance. STOCKS: Although this may not be the case in foreign markets, in the U.S., stocks historically have outperformed other types of investments over the long term. Individual stock prices, however, tend to go up and down more dramatically. These price movements may result from factors affecting individual companies or industries, or the securities market as a whole. A slower growth or recessionary economic environment could have an adverse effect on the price of the various stocks held by the Fund. VALUE STYLE INVESTING: Value stock prices are considered "cheap" relative to the company's perceived value and are often out of favor with other investors. The manager may invest in such stocks if it believes the market may have overreacted to adverse developments or failed to appreciate positive changes. However, if other investors fail to recognize the company's value (and do not become buyers, or if they become sellers or favor investing in faster growing companies), value stocks may not increase in value as anticipated by the manager and may even decline in value. The fund should be thought of as a long-term investment for the aggressive portion of a well-diversified portfolio. FOREIGN SECURITIES: Investing in foreign securities, including securities of foreign governments, typically involves more risks than investing in U.S. securities. Certain of these risks also may apply to securities of U.S. companies with significant foreign operations. Emerging markets in particular can experience significant price volatility in any given year, and even daily. The Fund should be thought of as a long-term investment for the aggressive portion of a well-diversified portfolio. Currency exchange rates: Many of the Fund's investments may be issued and traded in foreign currencies. Changes in foreign currencies and in currency exchange rates can dramatically decrease (or increase) the value of the Fund's foreign portfolio holdings. To the extent the Fund does not hedge, or successfully hedges, its currency exposure, these currency exchange rate changes can have a disproportionate impact on the Fund's performance, even accounting for most of the gain or loss in a particular period. POLITICAL AND ECONOMIC DEVELOPMENTS: The political, economic and social structures of some countries in which the Fund invests may be less stable and more volatile than those in the U.S. Investments in these countries may be subject to the risks of internal and external conflicts, currency evaluations, foreign ownership limitations and tax increases. It is possible that a government may take over the assets or operations of a company or impose restrictions on the exchange or export of currency or other assets. Some countries also may have different legal systems that may make it difficult for the Fund to vote proxies, exercise shareholder rights, and pursue legal remedies with respect to its foreign investments. Diplomatic and political developments, including rapid and adverse political changes, social instability, regional conflicts, terrorism and war, could affect the economies, industries and securities and currency markets, and the value of the Fund's investments, in non-U.S. countries. These factors are extremely difficult, if not impossible, to predict and take into account with respect to the Fund's investments. TRADING PRACTICES: Brokerage commissions and other fees may be higher for foreign securities. There may be less effective government supervision and regulation of foreign stock exchanges, currency markets, trading systems and brokers than in the U.S. The procedures and rules governing foreign transactions and custody also may involve delays in payment, delivery or recovery of money or investments. AVAILABILITY OF INFORMATION: Foreign companies may be subject to less revealing disclosure, accounting, auditing and financial reporting standards and practices than U.S. companies, and there may be less publicly available information about them. LIMITED MARKETS: Foreign securities markets may be less liquid, and even those which are generally considered to be liquid may become illiquid for short or extended periods. Certain foreign securities may be less liquid and more volatile than many U.S. securities, which could limit the fund’s ability to sell them at favorable prices. EMERGING MARKETS: The Fund’s investments in emerging market countries are subject to all the risks of foreign investing generally, and have additional, heightened risks due to a lack of established legal, political, business and social frameworks to support securities markets. Some of the additional significant risks include: • Political and social uncertainty (for example, regional conflict, and risk of war). • Currency exchange rate volatility. • Pervasiveness of corruption and crime. • Delays in settling portfolio transactions. • Risk of loss arising out of systems of share registration and custody. • Markets that are comparatively smaller and less liquid than developed markets. Short-term volatility in these markets, and declines of 50% or more, are not unusual. • Less effective or irregular government supervision and regulation of business and industry practices, stock exchanges, brokers and listed companies. • Currency and capital controls and restrictions (which may have an adverse affect on the value of the securities of companies that trade or operate in emerging market countries). • Greater sensitivity to interest rate changes.	The Fund cannot guarantee that it will achieve its investment objective. As with any fund, the value of the Fund’s investments – and therefore, the value of Fund shares – may fluctuate. These changes may occur because of, • earnings revisions and surprises; • stock price performance and • any information indicating a change in the industry or franchise assessment of a company. among other things: Foreign securities risk – foreign securities may be more volatile, harder to price and less liquid than U.S. securities. The prices of foreign securities may be further affected by other factors, such as changes in the exchange rates between the dollar and the currencies in which the securities are traded. Emerging markets risk – a magnification of the risks that apply to all foreign investments. These risks are greater for securities of companies in emerging market countries because the countries may have less stable governments, more volatile currencies and less established markets. Stock market risk – the Fund could lose value if the individual stocks in which it invests or overall stock markets in which such stocks trade go down. Small- and mid-cap securities risk – in general, stocks of small- and mid-cap companies may be more volatile and less liquid than larger company stocks. Derivatives risk – the Fund may experience a significant loss or otherwise lose opportunities for gains if it uses certain derivatives (e.g., options, futures, forwards and forward commitments, and swap agreements) when the security prices, interest rates, currency values or other such measures underlying derivatives change in unexpected ways. In addition, derivatives may involve additional expenses, which can reduce any benefit or increase any loss to the Fund from using a derivatives strategy. Derivatives also present default risks if the counterparty to a derivatives contract fails to fulfill its obligations to the Fund. Portfolio turnover – a higher portfolio turnover rate results in higher transaction costs for the Fund, and may increase the volatility of the Fund. If the value of the Fund’s investments goes down, you may lose money.
Management Fees	1.23%	0.95%58
12b-1 Fees	0.25%	0.00%
Other Expenses	0.25%	0.25%59
Total Gross Expenses	1.73%	1.20%
Waivers/Reimbursements	N/A	N/A
Total Net Expenses	1.73%	1.20%60
Total Fund Assets by Share Class (as of 9-30-2008)	$52,746,187	$136,094,385
Performance History (as of 9-30-2008)
3 Mo.	-20.04%	-31.04%
1 Yr.	-32.56%	-36.73%
3 Yrs.	5.07%	8.57%
5 Yrs.	15.67%	18.74%
10 Yrs.	12.46%	N/A

The percentage of the Existing Fund’s assets in Class 3 that will be transferred to the Replacement Fund pursuant to the Substitution is approximately 40% as of 9/30/08. This comprised approximately 2% of the Existing Fund’s total assets as of 9/30/08. (Another 52% of the assets in Franklin Templeton Variable Insurance Products Trust –

56 This underlying mutual fund assesses (or reserves the right to assess) a short-term trading fee.

57 This underlying mutual fund assesses (or reserves the right to assess) a short-term trading fee.

58 The management fee may be adjusted by asset-level breakpoints, according to the following schedule:

Until December 1, 2008, the Fund paid a performance-based fee to NFA that varied depending on the Fund’s performance relative to its benchmark (the MSCI Emerging Markets Index). This fee was intended to reward or penalize NFA (and the subadviser) for outperforming or underperforming, respectively, the Fund’s benchmark. At a meeting of the Board of Trustees held in-person on September 18, 2008, the Board of Trustees voted unanimously to eliminate the performance-based management fee and to implement an asset-based management fee equal to the lowest possible management fee at each breakpoint under the previous performance-based fee structure, to take effect upon December 1, 2008. In eliminating the performance-based fee structure, NFA is subject to a six-month transition period. If during this transition period the Fund’s assets are declining and the Fund underperforms its benchmark, the new management fee may be higher than the amount NFA would have been entitled to collect under the previous performance-based fee structure. If this occurs during the transition period, NFA will reimburse the Fund by the amount of the difference between the new management fee and the amount it would have been entitled to collect under the previous fee structure. Under no circumstances, during this transition period, will the management fee under the new fee structure exceed what NFA would have received under the old structure assuming maximum penalty for underperformance.

59 “Other Expenses” include administrative services fees which currently are 0.16%, but which are permitted to be as high as 0.25%. The full 0.25% in administrative services fees is not reflected in “Other Expenses” at this time because the Fund does not currently sell its shares to insurance companies that charge the full amount permitted. If the full amount of administrative services fees were charged, total operating expenses would be 1.29%.

60 The Trust and the Adviser have entered into a written contract limiting operating expenses to 1.40% until at least May 1, 2009. This limit excludes certain Fund expenses, including any taxes, interest, brokerage fees, Rule 12b-1 fees, short-sale dividend expenses, administrative services fees, other expenses which are capitalized in accordance with generally accepted accounting principles and may exclude other non-routine expenses not incurred in the ordinary course of the Fund's business. The Trust is authorized to reimburse the Adviser for management fees previously waived and/or for expenses previously paid by the Adviser provided, however, that any reimbursements must be paid at a date not more than three years after the fiscal year in which the Adviser waived the fees or reimbursed the expenses and the reimbursements do not cause the Fund to exceed the expense limitation in the agreement. Currently, the Fund is operating below the expense limit.

Templeton Developing Markets Securities Fund: Class 3 is proposed to be substituted into the NVIT – Gartmore NVIT Emerging Markets Fund: Class VI.) Class 1 of the Existing Fund contains $408,285,013 in assets as of 9/30/08, Class 2 of the Existing Fund contains $560,169,509 in assets as of 9/30/08, and Class 4 of the Existing Fund contains $6,170,632 as of 11/30/08.

Shareholder approval of reliance on the discretion provided by the Manager of Managers Order (discussed in Section II.B.) was received on or about September 1, 2000.

The Section 26 Applicants believe that the Franklin Templeton Variable Insurance Products Trust – Templeton Developing Markets Securities Fund and the NVIT – Gartmore NVIT Emerging Markets Fund have similar investment objectives and substantially similar policies and risks. Each of the portfolios must invest at least 80% of assets in securities of companies that are located in or derive a significant portion of their earnings or revenues from emerging market countries. The Franklin Templeton Variable Insurance Products Trust – Templeton Developing Markets Securities Fund specifies that those companies may derive at least 50% of their revenues from emerging markets countries. This fund also may invest up to 15% of its net assets in illiquid securities, which are securities with a limited trading market. The NVIT – Gartmore NVIT Emerging Markets Fund does not specify limits on the fund’s investment in emerging markets or illiquid securities. Both portfolios allow for the use of derivatives without specific limitations. As of 10/31/08, the most recent date available in Morningstar Direct as of 12/3/08, the NVIT – Gartmore NVIT Emerging Markets Fund did not hold any derivatives securities, but did hold 2% of its net assets in illiquid securities. In addition,

as of 6/30/08, the Franklin Templeton Variable Insurance Products Trust – Templeton Developing Markets Securities Fund did not hold any derivatives securities.

This proposed Substitution will impact the following Contracts:

Separate Account	1940 Act File No.	1933 Act File No.	Contract/Class Identifier
Nationwide VLI Separate Account-2	811-05311	033-42180	C000025924
Nationwide VLI Separate Account-2	811-05311	033-62795	C000025923
Nationwide Variable Account-9	811-08241	333-28995	C000024720
Nationwide Variable Account-9	811-08241	333-52579	C000024732
Nationwide Variable Account-9	811-08241	333-53023	C000024723
Nationwide Variable Account-9	811-08241	333-53023	C000024725
Nationwide Variable Account-9	811-08241	333-56073	C000024734
Nationwide Variable Account-9	811-08241	333-79327	C000024726
Nationwide Variable Account-II	811-03330	002-75059	C000024495
Nationwide Variable Account-II	811-03330	033-60063	C000024502
Nationwide Variable Account-II	811-03330	033-67636	C000024501
Nationwide VL Separate Account-G	811-21697	333-121878	C000025954
Nationwide VL Separate Account-G	811-21697	333-140608	C000047649
Nationwide VLI Separate Account-4	811-08301	333-31725	C000025928
Nationwide VLI Separate Account-4	811-08301	333-31725	C000026839
Nationwide VLI Separate Account-4	811-08301	333-52615	C000025936
Nationwide VLI Separate Account-4	811-08301	333-52617	C000025932
Nationwide VLI Separate Account-4	811-08301	333-52617	C000025933
Nationwide VLI Separate Account-4	811-08301	333-69160	C000025937
Nationwide VLI Separate Account-4	811-08301	333-69160	C000025938
Nationwide VLI Separate Account-4	811-08301	333-83010	C000025929
Nationwide VLI Separate Account-4	811-08301	333-83010	C000025930
Nationwide VLI Separate Account-4	811-08301	333-94037	C000025934
Nationwide VLI Separate Account-4	811-08301	333-94037	C000025935
Nationwide VLI Separate Account-7	811-21610	333-117998	C000025943
Nationwide VLI Separate Account-7	811-21610	333-121879	C000025944
Nationwide Provident VLI Separate Account 1	811-04460	033-42133	C000026802
Nationwide Provident VLI Separate Account 1	811-04460	333-82613	C000026806
Nationwide Provident VLI Separate Account A	811-08722	333-67775	C000026808
Nationwide Provident VLI Separate Account A	811-08722	333-71763	C000026803
Nationwide Provident VLI Separate Account A	811-08722	333-82611	C000026807
Nationwide Provident VLI Separate Account A	811-08722	333-84475	C000026801

19. Franklin Templeton Variable Insurance Products Trust – Templeton Developing Markets Securities Fund: Class 361 replaced by NVIT – Gartmore NVIT Emerging Markets Fund: Class VI62

	Existing Fund	Replacement Fund
	Franklin Templeton Variable Insurance Products Trust – Templeton Developing Markets Securities Fund: Class 3	NVIT – Gartmore NVIT Emerging Markets Fund: Class VI
Adviser:	Templeton Asset Management Ltd.	Nationwide Fund Advisors
Sub-adviser:	N/A	Gartmore Global Partners
Investment Objective:	Long-term capital appreciation.	Long-term capital growth by investing primarily in equity securities of companies located in emerging market countries.
Investment Strategy:	Under normal market conditions, the Fund invests at least 80% of its net assets in emerging market investments. Shareholders will be given at least 60 days' advance notice of any change to this 80% policy. Under normal market conditions, the Fund invests primarily to predominantly in equity securities. Emerging market investments generally include equity securities that trade in emerging markets or are issued by companies that derive at least 50% of total revenue from goods or services produced, or sales made, or that have their principal activities or considerable assets in, or are linked to currencies of, emerging market countries. Emerging market countries generally include those considered to be emerging by the World Bank, the International Finance Corporation, the United Nations, or the countries' authorities, or countries with a stock market capitalization of less than 3% of the Morgan Stanley Capital International World Index. These countries are typically located in the Asia-Pacific region, Eastern Europe, Central and South America, and Africa. Emerging market equity securities and emerging market countries are more fully described in the SAI. The fund may, from time to time have significant investments in one or more countries or in particular industries or sectors, such as oil and gas, metals and mining, financial institutions and technology (including computer hardware and software, electronics, and telecommunications). While the Fund has no specific policy regarding the market capitalization of issuers in which it will invest, because of the nature of emerging market issuers, a significant or substantial amount of the Fund's investments in equity securities of such issuers may be in small capitalization companies, that is, in companies with a market capitalization less than $1 billion. In addition to its main investments, the Fund may invest up to 20% of its net assets in investments of developed market countries. The Fund also may invest in American, Global and European Depositary Receipts, which are certificates typically issued by a bank or trust company that give their holders the right to receive securities issued by a domestic or foreign corporation. An equity security, or stock, represents a proportionate share of the ownership of a company; its value is based on the success of the company’s business, any income paid to stockholders, the value of its assets, and general market conditions. Common and preferred stocks, and securities convertible into common stock, are examples of equity securities. The Fund may invest up to 15% of its net assets in illiquid securities, which are securities with a limited trading market. Illiquid securities may not be readily sold or may only be resold at a price significantly lower than if they were liquid. The Fund may also invest a small portion of its total assets in shares of exchange-traded funds to gain exposure to the equity market while maintaining liquidity.	Under normal circumstances, the Fund invests at least 80% of the value of its net assets in equity securities issued by companies that are located in, or that derive a significant portion of their earnings or revenues from, emerging market countries. The Fund emphasizes companies that the subadviser believes have the potential to deliver unexpected earnings. The Fund may invest in companies of any size, including small- andmid-cap companies. The subadviser looks for emerging markets that it believes offer the potential for strong economic growth, and tries to avoid emerging markets it believes might be politically or economically unstable. The subadviser assesses the valuation and growth rates both of a particular company and of the emerging market where the company is located. The subadviser conducts proprietary research in order to form an independent perspective that provides a basis for valuing stocks. By comparing its own valuations of individual companies to those of the market, the subadviser seeks to pinpoint companies whose prospects appear different from the market’s consensus. The Fund also may use derivatives, such as futures and options, either as a substitute for taking a position in an underlying asset, to increase returns or as part of a hedging strategy. The Fund may engage in active and frequent trading of portfolio securities. The subadviser typically sells a security if it appears to no longer offer the potential for unexpected earnings. The subadviser specifically monitors: • earnings revisions and surprises; • stock price performance and • any information indicating a change in the industry or franchise assessment of a company. NFA has selected Gartmore Global Partners as subadviser to manage the Fund’s portfolio on a day-to-day basis.
Principal Risks:	Because the stocks the Fund holds fluctuate in price, the value of your investment in the Fund will go up and down. You could lose money. The Fund's main risks may affect the Fund's share price, its distributions or income and, therefore, the Fund's performance. STOCKS: Although this may not be the case in foreign markets, in the U.S., stocks historically have outperformed other types of investments over the long term. Individual stock prices, however, tend to go up and down more dramatically. These price movements may result from factors affecting individual companies or industries, or the securities market as a whole. A slower growth or recessionary economic environment could have an adverse effect on the price of the various stocks held by the Fund. VALUE STYLE INVESTING: Value stock prices are considered "cheap" relative to the company's perceived value and are often out of favor with other investors. The manager may invest in such stocks if it believes the market may have overreacted to adverse developments or failed to appreciate positive changes. However, if other investors fail to recognize the company's value (and do not become buyers, or if they become sellers or favor investing in faster growing companies), value stocks may not increase in value as anticipated by the manager and may even decline in value. The fund should be thought of as a long-term investment for the aggressive portion of a well-diversified portfolio. FOREIGN SECURITIES: Investing in foreign securities, including securities of foreign governments, typically involves more risks than investing in U.S. securities. Certain of these risks also may apply to securities of U.S. companies with significant foreign operations. Emerging markets in particular can experience significant price volatility in any given year, and even daily. The Fund should be thought of as a long-term investment for the aggressive portion of a well-diversified portfolio. Currency exchange rates: Many of the Fund's investments may be issued and traded in foreign currencies. Changes in foreign currencies and in currency exchange rates can dramatically decrease (or increase) the value of the Fund's foreign portfolio holdings. To the extent the Fund does not hedge, or successfully hedges, its currency exposure, these currency exchange rate changes can have a disproportionate impact on the Fund's performance, even accounting for most of the gain or loss in a particular period. POLITICAL AND ECONOMIC DEVELOPMENTS: The political, economic and social structures of some countries in which the Fund invests may be less stable and more volatile than those in the U.S. Investments in these countries may be subject to the risks of internal and external conflicts, currency evaluations, foreign ownership limitations and tax increases. It is possible that a government may take over the assets or operations of a company or impose restrictions on the exchange or export of currency or other assets. Some countries also may have different legal systems that may make it difficult for the Fund to vote proxies, exercise shareholder rights, and pursue legal remedies with respect to its foreign investments. Diplomatic and political developments, including rapid and adverse political changes, social instability, regional conflicts, terrorism and war, could affect the economies, industries and securities and currency markets, and the value of the Fund's investments, in non-U.S. countries. These factors are extremely difficult, if not impossible, to predict and take into account with respect to the Fund's investments. TRADING PRACTICES: Brokerage commissions and other fees may be higher for foreign securities. There may be less effective government supervision and regulation of foreign stock exchanges, currency markets, trading systems and brokers than in the U.S. The procedures and rules governing foreign transactions and custody also may involve delays in payment, delivery or recovery of money or investments. AVAILABILITY OF INFORMATION: Foreign companies may be subject to less revealing disclosure, accounting, auditing and financial reporting standards and practices than U.S. companies, and there may be less publicly available information about them. LIMITED MARKETS: Foreign securities markets may be less liquid, and even those which are generally considered to be liquid may become illiquid for short or extended periods. Certain foreign securities may be less liquid and more volatile than many U.S. securities, which could limit the fund’s ability to sell them at favorable prices. EMERGING MARKETS: The Fund’s investments in emerging market countries are subject to all the risks of foreign investing generally, and have additional, heightened risks due to a lack of established legal, political, business and social frameworks to support securities markets. Some of the additional significant risks include: • Political and social uncertainty (for example, regional conflict, and risk of war). • Currency exchange rate volatility. • Pervasiveness of corruption and crime. • Delays in settling portfolio transactions. • Risk of loss arising out of systems of share registration and custody. • Markets that are comparatively smaller and less liquid than developed markets. Short-term volatility in these markets, and declines of 50% or more, are not unusual. • Less effective or irregular government supervision and regulation of business and industry practices, stock exchanges, brokers and listed companies. • Currency and capital controls and restrictions (which may have an adverse affect on the value of the securities of companies that trade or operate in emerging market countries). • Greater sensitivity to interest rate changes.	The Fund cannot guarantee that it will achieve its investment objective. As with any fund, the value of the Fund’s investments – and therefore, the value of Fund shares – may fluctuate. These changes may occur because of, • earnings revisions and surprises; • stock price performance and • any information indicating a change in the industry or franchise assessment of a company. among other things: Foreign securities risk – foreign securities may be more volatile, harder to price and less liquid than U.S. securities. The prices of foreign securities may be further affected by other factors, such as changes in the exchange rates between the dollar and the currencies in which the securities are traded. Emerging markets risk – a magnification of the risks that apply to all foreign investments. These risks are greater for securities of companies in emerging market countries because the countries may have less stable governments, more volatile currencies and less established markets. Stock market risk – the Fund could lose value if the individual stocks in which it invests or overall stock markets in which such stocks trade go down. Small- and mid-cap securities risk – in general, stocks of small- and mid-cap companies may be more volatile and less liquid than larger company stocks. Derivatives risk – the Fund may experience a significant loss or otherwise lose opportunities for gains if it uses certain derivatives (e.g., options, futures, forwards and forward commitments, and swap agreements) when the security prices, interest rates, currency values or other such measures underlying derivatives change in unexpected ways. In addition, derivatives may involve additional expenses, which can reduce any benefit or increase any loss to the Fund from using a derivatives strategy. Derivatives also present default risks if the counterparty to a derivatives contract fails to fulfill its obligations to the Fund. Portfolio turnover – a higher portfolio turnover rate results in higher transaction costs for the Fund, and may increase the volatility of the Fund. If the value of the Fund’s investments goes down, you may lose money.
Management Fees	1.23%	0.95%63
12b-1 Fees	0.25%	0.25%
Other Expenses	0.25%	0.09%64
Total Gross Expenses	1.73%	1.29%
Waivers/Reimbursements	N/A	N/A
Total Net Expenses	1.73%	1.29%65
Total Fund Assets by Share Class (as of 9-30-2008)	$52,746,187	$62,871,595
Performance History (as of 9-30-2008)
3 Mo.	-20.04%	-31.01%
1 Yr.	-32.56%	-36.74%
3 Yrs.	5.07%	8.49%
5 Yrs.	15.67%	18.63%
10 Yrs.	12.46%	N/A

The percentage of the Existing Fund’s assets in Class 3 that will be transferred to the Replacement Fund pursuant to the Substitution is approximately 52% as of 9/30/08. This comprised approximately 3% of the Existing Fund’s total assets as of 9/30/08. (Another 40% of the assets in Franklin Templeton Variable Insurance Products Trust –

61 This underlying mutual fund assesses (or reserves the right to assess) a short-term trading fee.

62 This underlying mutual fund assesses (or reserves the right to assess) a short-term trading fee.

63 The management fee may be adjusted by asset-level breakpoints, according to the following schedule:

64 “Other Expenses” include administrative services fees which currently are 0%, but which are permitted to be as high as 0.25%. The full 0.25% in administrative services fees is not reflected in “Other Expenses” at this time because the Fund does not currently sell its shares to insurance companies that charge the full amount permitted. If the full amount of administrative services fees were charged, total operating expenses would be 1.54%.

65 The Trust and the Adviser have entered into a written contract limiting operating expenses to 1.40% until at least May 1, 2009. This limit excludes certain Fund expenses, including any taxes, interest, brokerage fees, Rule 12b-1 fees, short-sale dividend expenses, administrative services fees, other expenses which are capitalized in accordance with generally accepted accounting principles and may exclude other non-routine expenses not incurred in the ordinary course of the Fund's business. The Trust is authorized to reimburse the Adviser for management fees previously waived and/or for expenses previously paid by the Adviser provided, however, that any reimbursements must be paid at a date not more than three years after the fiscal year in which the Adviser waived the fees or reimbursed the expenses and the reimbursements do not cause the Fund to exceed the expense limitation in the agreement. Currently, the Fund is operating below the expense limit.

Templeton Developing Markets Securities Fund: Class 3 is proposed to be substituted into the NVIT – Gartmore NVIT Emerging Markets Fund: Class III.) Class 1 of the Existing Fund contains $408,285,013 in assets as of 9/30/08, Class 2 of the Existing Fund contains $560,169,509 in assets as of 9/30/08, and Class 4 of the Existing Fund contains $6,170,632 as of 11/30/08.

Shareholder approval of reliance on the discretion provided by the Manager of Managers Order (discussed in Section II.B.) was received on or about September 1, 2000.

as of 6/30/08, the Franklin Templeton Variable Insurance Products Trust – Templeton Developing Markets Securities Fund did not hold any derivatives securities.

This proposed Substitution will impact the following Contracts:

Separate Account	1940 Act File No.	1933 Act File No.	Contract/Class Identifier
Nationwide Variable Account-II	811-03330	333-103093	C000024503
Nationwide Variable Account-II	811-03330	333-103094	C000024504
Nationwide Variable Account-II	811-03330	333-103094	C000024505
Nationwide Variable Account-II	811-03330	333-103094	C000024537
Nationwide Variable Account-II	811-03330	333-103094	C000024538
Nationwide Variable Account-II	811-03330	333-103095	C000024507
Nationwide Variable Account-II	811-03330	333-103095	C000024508
Nationwide Variable Account-II	811-03330	333-104510	C000024499
Nationwide Variable Account-II	811-03330	333-104511	C000024497
Nationwide Variable Account-II	811-03330	333-104512	C000024498
Nationwide Variable Account-II	811-03330	333-104513	C000024496
Nationwide Variable Account-II	811-03330	333-104513	C000068828
Nationwide Variable Account-II	811-03330	333-105992	C000024500

20. J.P. Morgan Series Trust II – J.P. Morgan Mid Cap Value Portfolio replaced by NVIT – NVIT Multi-Manager Mid Cap Value Fund: Class II

	Existing Fund	Replacement Fund
	J.P. Morgan Series Trust II – J.P. Morgan Mid Cap Value Portfolio	NVIT – NVIT Multi-Manager Mid Cap Value Fund: Class II
Adviser:	J.P. Morgan Investment Management Inc.	Nationwide Fund Advisors
Sub-adviser:	N/A	American Century Investment Management, Inc. RiverSource Investments, LLC Thompson, Siegel & Walmsley LLC
Investment Objective:	Growth from capital appreciation.	Long term capital appreciation.
Investment Strategy:	Under normal circumstances, the Portfolio invests at least 80% of its Assets in equity securities of mid-cap companies. “Assets” means net assets, plus the amount of borrowings for investment purposes. Mid-cap companies are companies with market capitalizations between $1 billion to $20 billion at the time of purchase. Market capitalization is the total market value of a company's shares. The Portfolio's investments are primarily in common stocks and real estate investment trusts (REITs). REITs are pooled investment vehicles which invest primarily in income-producing real estate or loans related to real estate. Derivatives, which are instruments that have a value based on another instrument, exchange rate or index, may be used as substitutes for securities in which the Portfolio can invest. The Portfolio may use futures contracts, options, swaps and other derivatives as tools in the management of the portfolio assets. The Portfolio may use derivatives to hedge various investments, for risk management and to increase the Portfolio's income or gain. For cash management or temporary defensive purposes, the Portfolio may invest any portion of its Assets in cash and cash equivalents, including affiliated money market funds, high-quality money market instruments or repurchase agreements. The Portfolio’s Board of Trustees may change any of these investment policies (except its investment objective) without shareholder approval. The Portfolio will give 60 days’ written notice of any change in a non-fundamental investment policy. The Portfolio is diversified as defined in the Investment Company Act of 1940.	Under normal conditions, the Fund invests at least 80% of the value of its net assets in equity securities issued by mid-cap companies, utilizing a value style of investing. In other words, the Fund seeks companies whose stock price may not reflect the company’s value. Equity securities in which the Fund invests are primarily common stock, although they may include other equity securities, such as preferred stock or convertible securities. The Fund may also invest in equity securities of companies that are located outside the United States, and in derivatives, such as futures, options, swaps and other hybrid financial instruments. The Fund consists of three sleeves, or portions, managed by different subadvisers. Nationwide Fund Advisors (“NFA”) is the Fund’s investment adviser and selects the Fund’s subadvisers and monitors their performance on an ongoing basis. The subadvisers have been chosen because they approach investing in mid-cap securities in a different manner from each other, and NFA believes that diversification among securities and investment styles could increase the potential for investment return and potentially reduce risk and volatility. Pursuant to a Manager-of-Managers Exemptive Order that the Trust received from the Securities and Exchange Commission, NFA may allocate and reallocate Fund assets to or among unaffiliated subadvisers at any time, subject to the approval of the Board of Trustees of the Trust. In addition, certain subadvisers may have limits as to the amount of assets that the subadviser will manage. The three sleeves are each managed as follows: AMERICAN CENTURY INVESTMENT MANAGEMENT, INC. (“AMERICAN CENTURY”) – American Century attempts to purchase the stocks of companies that are temporarily out of favor and hold each stock until it has returnedto favor in the market and the price has increased to, or is higher than, a level the portfolio managers believe more accurately reflects the fair value of the company. To identify these companies, American Century looks for companies with earnings, cash flows, and/or assets that may not accurately reflect the companies’ values as determined by its portfolio managers. The portfolio managers also consider whether the companies’ securities have a favorable income-paying history and whether income payments are expected to continue or increase. American Century may sell stocks if it believes: * a stock no longer meets its valuation criteria; * a stock’s risk parameters outweigh its return opportunity; * more attractive alternatives are identified or * specific events alter a stock’s prospects. American Century manages this sleeve so that its average weighted market capitalization falls within the capitalization range of those companies included in the Russell MidCap Index. RIVERSOURCE INVESTMENTS, LLC (“RIVERSOURCE”) – RiverSource selects companies that are undervalued based on a variety of measures, and further seeks to identify companies with growth potential based on effective management, as demonstrated by overall performance, financial strength, and underappreciated potential for improvement in industry and thematic trends. In evaluating whether to sell a security, RiverSource considers, among other factors, whether: * the security is overvalued relative to alternative investments * the security has reached RiverSource’s price objective * the company has met RiverSource’s earnings and/or growth expectations * the security exhibits appropriate correlation characteristics with other portfolio holdings, or * the company or security continues to meet the other standards described above. RiverSource may invest in any economic sector and, at times, emphasize one or more particular sectors. THOMPSON, SIEGEL & WALMSLEY LLC (“TS&W”) – uses a combination of quantitative and qualitative methods, based on a four-factor valuation model. Parts one and two of the model attempt to assess a company’s attractiveness based on cash flows, and cash flow relative to other mid-cap stocks +in like sectors and industries. The third factor considers the relative earnings prospects of the company. The fourth factor involves examining the company’s recent price action. TS&W generally limits its universe to those companies with a minimum of three years of sound operating history. From the model approximately 200 stocks are identified for further research. These are the stocks that rank the highest on the basis of these four factors combined. TS&W identifies several stocks for further fundamental analysis on a routine basis, and focuses on these stocks and explores numerous catalysts that might affect the outlook for a company. TS&W applies a consistent and disciplined review in a team environment that is designed to encourage critical thinking and analysis for each security considered. Stocks ordinarily are sold because: * of a significant negative earnings surprise or downward revision * it no longer meets TS&W’s criteria for inclusion in the portfolio * other stocks present more favorable opportunities, or * it no longer meets the Fund’s definition of a mid-cap stock
Principal Risks:	All mutual funds carry a certain amount of risk. You may lose money on your investment in the Portfolio. Here are some of the specific risks of investing in the Portfolio. The Portfolio is subject to management risk because it is an actively managed fund. The Portfolio may not achieve its objective if the adviser’s expectations regarding particular securities or markets are not met. Market Risk. The price of equity securities may rise or fall because of changes in the broad market or changes in a company’s financial condition, sometimes rapidly or unpredictably. These price movements may result from factors affecting individual companies, sectors or industries selected for the Portfolio or the securities market as a whole, such as changes in economic or political conditions. Equity securities are subject to “stock market risk” meaning that stock prices in general (or, in particular, the types of securities in which the Portfolio invests) may decline over short or extended periods of time. When the value of the Portfolio’s securities goes down, your investment in the Portfolio decreases in value. Mid Cap Company Risk. Investments in mid cap companies may be riskier than investments in larger, more established companies. The securities of mid cap companies may trade less frequently and in smaller volumes than securities of larger companies. In addition, mid cap companies may be more vulnerable to economic, market and industry changes. As a result, share price changes may be more sudden or erratic than the prices of other equity securities, especially over the short term. Because mid cap companies may have limited product lines, markets or financial resources or may depend on a few key employees, they may be more susceptible to particular economic events or competitive factors than large capitalization companies. Value Investing Risk. Value investing attempts to identify companies that, according to the adviser’s estimate of their true worth, are undervalued. The adviser selects stocks at prices that it believes are temporarily low relative to factors such as the company’s earnings, cash flow or dividends. A value stock may decrease in price or may not increase in price as anticipated by the adviser if other investors fail to recognize the company’s value or the factors that the adviser believes will cause the stock price to increase do not occur. The Portfolio’s performance may be better or worse than the performance of equity funds that focus on growth stocks or that have a broader investment style. Derivatives Risk. The Portfolio may use derivatives in connection with its investment strategies. Derivatives may be riskier than other types of investments because they may be more sensitive to changes in economic or market conditions than other types of investments and could result in losses that significantly exceed the Portfolio’s original investments. Certain derivatives may give rise to a form of leverage. As a result, the Portfolio may be more volatile than if the Portfolio had not been leveraged because the leverage tends to exaggerate any effect of the increase or decrease in the value of the Portfolio’s securities. Derivatives are also subject to the risk that changes in the value of a derivative may not correlate perfectly with the underlying asset, rate or index. The use of derivatives may not be successful, resulting in losses to the Portfolio, and the cost of such strategies may reduce the Portfolio’s returns. In addition, the Portfolio may use derivatives for non-hedging purposes which increases the Portfolio’s potential for loss. Real Estate Securities Risk. The value of real estate securities in general, and REITs in particular, are subject to the same risks as direct investments in real estate and will depend on the value of the underlying properties or the underlying loans or interests. The underlying loans may be subject to the risks of default or of prepayments that occur earlier or later than expected, and such loans may also include so-called “sub-prime” mortgages. The value of these securities will rise and fall in response to many factors, including economic conditions, the demand for rental property, interest rates and, with respect to REITs, the management skill and creditworthiness of the issuer. In particular, the value of these securities may decline when interest rates rise and will also be affected by the real estate market and by the management of the underlying properties. REITs may be more volatile and/or more illiquid than other types of equity securities. The Portfolio will indirectly bear its proportionate share of expenses, including management fees, paid by each REIT in which it invests in addition to the expenses of the Portfolio. Temporary Defensive Position Risk. To respond to unusual circumstances, the Portfolio may invest up to 100% of its total assets in cash and cash equivalents for temporary defensive purposes. These investments may prevent the Portfolio from meeting its investment objective.	The Fund cannot guarantee that it will achieve its investment objective. As with any mutual fund, the value of the Fund’s investments – and therefore, the value of Fund shares – may fluctuate. These changes may occur because of: Stock market risk – the Fund could lose value if the individual stocks in which it invests or overall stock markets in which such stocks trade go down. Mid-cap risk – stocks of mid-sized companies may be more volatile and less liquid than larger company stocks. Value style risk – over time, a value investing style may go in and out of favor, causing the Fund to sometimes underperform other equity funds that use different investing styles. Value stocks can react differently to issuer, political, market and economic developments than the market overall and other types of stocks. In addition, the Fund’s value approach carries the risk that the market will not recognize a security’s intrinsic value for a long time or that a stock judged to be undervalued may actually be appropriately priced. Sector risk – if the Fund emphasizes one or more economic sectors, it may be more susceptible to the financial, market or economic events affecting the particular issuers and industries in which it invests than funds that do not emphasize particular sectors. Foreign securities risk – foreign securities may be more volatile, harder to price and less liquid than U.S. securities. The prices of foreign securities may be further affected by other factors, such as changes in the exchange rates between the dollar and the currencies in which the securities are traded. Derivatives risk – derivatives can disproportionately increase losses and reduce opportunities for gains when the security prices, interest rates, currency values, or other such measures underlying derivatives change in unexpected ways. They also present default risks if the counterparty to a derivatives contract fails to fulfill its obligations to the Fund. Multi-manager risk – while NFA, as the Fund’s investment adviser, monitors each subadviser and the overall management of the Fund, each subadviser makes investment decisions independently from NFA and the other subadvisers. It is possible that the security selection process of one subadviser will not complement that of the other subadvisers. As a result, the Fund’s exposure to a given security, industry sector or market capitalization could be smaller or larger than if the Fund were managed by a single subadviser, which could affect the Fund’s performance. Portfolio turnover risk a higher portfolio turnover rate increases transaction costs and as a result may adversely impact the Fund’s performance and may increase share price volatility. If the value of the Fund’s investments goes down, you may lose money.
Management Fees	0.70%	0.75%
12b-1 Fees	0.00%	0.25%
Other Expenses	0.56%66	0.13%67
Total Gross Expenses	1.26%	1.13%68
Waivers/Reimbursements	N/A	0.06%69
Total Net Expenses	1.26%	1.07%
Total Fund Assets by Share Class (as of 9-30-2008)	$240,841,200	$233,407,152
Performance History (as of 9-30-2008)
3 Mo.	-5.98%	-7.83%
1 Yr.	-17.57%	N/A
3 Yrs.	1.12%	N/A
5 Yrs.	8.52%	N/A
10 Yrs.	N/A	N/A

The percentage of the Existing Fund’s assets that will be transferred to the Replacement Fund pursuant to the Substitution is approximately 11% as of 9/30/08. This comprised approximately 11% of the Existing Fund’s total assets as of 9/30/08.

The Section 26 Applicants believe that the J.P. Morgan Series Trust II – J.P. Morgan Mid Cap Value Portfolio and the NVIT – NVIT Multi-Manager Mid Cap Value Fund have similar investment objectives and substantially similar policies and risks. Both portfolios will invest at least 80% of assets in mid cap stocks. Both portfolios allow

66 Other expenses 0.55%, acquired fund fees and expenses 0.01%.

67 “Other Expenses” include administrative services fees which currently are permitted to be up to 0.25%. Administrative services fees are estimated to be 0.01% during the current fiscal year ending December 31, 2008. The full 0.25% in administrative services fees is not reflected in “Other Expenses” at this time because the Fund does not anticipate selling shares to insurance companies that charge the full amount permitted.

68 Expenses are estimated based on the Fund’s projected net assets for 2008.

69 The Trust and the Adviser have entered into a written contract limiting operating expenses to 0.81% until at least May 1, 2009. This limit excludes certain Fund expenses, including any taxes, interest, brokerage fees, Rule 12b-1 fees, short-sale dividend expenses, administrative services fees, other expenses which are capitalized in accordance with generally accepted accounting principles and may exclude other non-routine expenses not incurred in the ordinary course of the Fund’s business. The Trust is authorized to reimburse the Adviser for management fees previously waived and/or for expenses previously paid by the Adviser, provided however, that any reimbursements must be paid at a date not more than three years after the fiscal year in which the Adviser waived the fees or reimbursed the expenses and the reimbursements do not cause the Fund to exceed the expense limitation in the agreement.

for the use of REITs, derivatives, preferred securities, convertible securities, and investments in foreign countries without specific limitations. As of 8/31/08, the most recent date available in Morningstar Direct as of 12/3/08, the NVIT – NVIT Multi-Manager Mid Cap Value Fund did not hold any derivatives, preferred stock, REITs or convertible securities, but did hold 3% of its net assets in foreign securities. In addition, as of 10/31/08, the J.P. Morgan Series Trust II – J.P. Morgan Mid Cap Value Portfolio did not hold any derivatives, preferred stock, REITs or convertible securities, but did hold 2% of its net assets in foreign securities.

This proposed Substitution will impact the following Contracts:

Separate Account	1940 Act File No.	1933 Act File No.	Contract/Class Identifier
Nationwide Variable Account-9	811-08241	333-28995	C000024720
Nationwide Variable Account-9	811-08241	333-28995	C000024727
Nationwide Variable Account-9	811-08241	333-28995	C000024730
Nationwide Variable Account-9	811-08241	333-52579	C000024732
Nationwide Variable Account-9	811-08241	333-53023	C000024723
Nationwide Variable Account-9	811-08241	333-53023	C000024724
Nationwide Variable Account-9	811-08241	333-53023	C000024725
Nationwide Variable Account-9	811-08241	333-56073	C000024734
Nationwide Variable Account-II	811-03330	002-75059	C000024495
Nationwide Variable Account-II	811-03330	033-60063	C000024502
Nationwide Variable Account-II	811-03330	033-67636	C000024501

21. Janus Aspen Series – INTECH Risk-Managed Core Portfolio: Service Shares replaced by NVIT – NVIT Nationwide Fund: Class I

	Existing Fund	Replacement Fund
	Janus Aspen Series – INTECH Risk-Managed Core Portfolio: Service Shares	NVIT – NVIT Nationwide Fund: Class I
Adviser:	Janus Capital Management LLC	Nationwide Fund Advisors
Sub-adviser:	N/A	Aberdeen Asset Management Inc.
Investment Objective:	Long-term growth of capital.	Total return through a flexible combination of capital appreciation and current income.
Investment Strategy:	The Portfolio invests primarily in common stocks from the universe of the Portfolio’s benchmark index, which is the S&P 500˛ Index. Stocks are selected for their potential contribution to the long-term growth of capital, utilizing INTECH’s mathematical investment process. The Portfolio pursues its investment objective by applying a mathematical investment process to construct an investment portfolio from the universe of common stocks within its benchmark index. The goal of this process is to build a portfolio of stocks in a more efficient combination than the benchmark index. The process seeks to capitalize on the natural volatility of the market by searching for stocks within the index that have high relative volatility (providing the potential for excess returns) but that essentially move in opposite directions or have low correlation to each other (providing the potential for lower relative risk). By constructing the portfolio in this manner and regularly rebalancing the portfolio to maintain potentially more efficient weightings, INTECH’s mathematical investment process seeks to create a portfolio that, over time, produces returns in excess of its benchmark with an equal or lesser amount of risk. The rebalancing techniques used by the Portfolio may result in a higher portfolio turnover compared to a ‘‘buy and hold’’ fund strategy. The Portfolio may also lend portfolio securities on a short-term or long-term basis, up to one-third of its total assets, and may, within the parameters of its specific investment policies, invest its assets in derivatives.	The Fund invests primarily in common stocks and other equity securities, using a multi-disciplined approach which blends fundamental and quantitative investment techniques. The Fund is composed of two sleeves, or portions: a fundamentally managed core equity sleeve and a quantitative managed core equity sleeve. The fundamental sleeve uses both bottom-up qualitative research as well as quantitative inputs in constructing a core portfolio; the quantitative sleeve seeks to add to the Fund's performance while moderating its risk versus the Fund's benchmark. The portfolio managers integrate these sleeves to produce an overall core equity style, which they may opportunistically “tilt” slightly either in the direction of a growth style or a value style, depending on market circumstances. The portfolio managers seek to invest in companies with one or more of the following characteristics: · above-average revenue growth; · above-average earnings growth; · consistent earnings growth and · attractive valuation. In seeking total return, the subadviser seeks returns from both capital gains (i.e., an increase in the value of the stocks the Fund holds) as well as income generated by dividends paid by stock issuers. Over time, stock markets in general may produce proportionately higher capital gains relative to dividends, or vice versa, at different periods. While many of the stocks in which the Fund invests pay dividends, the subadviser anticipates that capital gains may constitute a somewhat higher proportion of returns than dividends under current market conditions. However, stock markets could change, either suddenly or gradually, so that over time a higher proportion of the Fund’s returns would be derived from dividends. The subadviser considers selling a company’s securities if: • the share price increases significantly; • the earnings outlook becomes less attractive or • more favorable opportunities are identified. The Fund may engage in active and frequent trading of portfolio securities. NFA has selected Aberdeen Asset Management Inc. (“Aberdeen”) as subadviser to manage the Fund’s portfolio on a day-to-day basis. • the earnings outlook becomes less attractive or • more favorable opportunities are identified. The Fund may engage in active and frequent trading of portfolio securities. NFA has selected Aberdeen Asset Management Inc. (“Aberdeen”) as subadviser to manage the Fund’s portfolio on a day-to-day basis.
Principal Risks:	The biggest risk is that the Portfolio’s returns may vary, and you could lose money. The Portfolio is designed for longterm investors interested in an equity portfolio, including common stocks. Common stocks tend to be more volatile than many other investment choices. Market Risk. The value of the Portfolio’s holdings may decrease if the value of an individual company or multiple companies in the Portfolio decreases. The value of the Portfolio’s holdings could also decrease if the stock market goes down or there are deteriorating market conditions, regardless of how well the individual companies perform. If the value of the Portfolio’s holdings decreases, the Portfolio’s net asset value (‘‘NAV’’) will also decrease, which means if you sell your shares in the Portfolio you may lose money. Investment Process Risk. The proprietary mathematical investment process used by INTECH may not achieve the desired results. Additionally, the rebalancing techniques used by INTECH may result in a higher portfolio turnover rate and related expenses compared to a ‘‘buy and hold’’ fund strategy. There is a risk that if INTECH’s method of identifying stocks with higher volatility than the benchmark or its method of identifying stocks that tend to move in the same or opposite direction relative to each other (correlation) does not result in selecting stocks with continuing volatility or the expected correlation, the Portfolio may not outperform the benchmark index. Portfolio Turnover Risk. Increased portfolio turnover may result in higher costs for brokerage commissions, dealer markups, and other transaction costs. Higher costs associated with increased portfolio turnover may offset gains in the Portfolio’s performance. Securities Lending Risk. The Portfolio may seek to earn additional income through lending its securities to certain qualified broker-dealers and institutions. When the Portfolio lends its securities, it receives collateral (including cash collateral), at least equal to the value of securities loaned. There is the risk that when portfolio securities are lent, the securities may not be returned on a timely basis, and the Portfolio may experience delays and costs in recovering the security or gaining access to the collateral. If the Portfolio is unable to recover a security on loan, the Portfolio may use the collateral to purchase replacement securities in the market. There is a risk that the value of the collateral could decrease below the value of the replacement security by the time the replacement investment is made, resulting in a loss to the Portfolio. Derivatives Risk. Derivatives can be highly volatile and involve risks in addition to the risks of the underlying referenced securities. Gains or losses from derivatives can be substantially greater than the derivatives’ original cost, and therefore, can involve leverage. Derivatives can be complex instruments and can involve analysis that differs from that required for other investment types used by the Portfolio. If the value of a derivative does not correlate well with the particular market or other asset class the derivative is intended to provide exposure to, the derivative may not have the effect anticipated. Derivatives can also reduce the opportunity for gain or result in losses by offsetting positive returns in other investments. Derivatives can be less liquid than other types of investments. An investment in the Portfolio is not a bank deposit and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.	The Fund cannot guarantee that it will achieve its investment objective. As with any fund, the value of the Fund’s investments – and therefore, the value of Fund shares – may fluctuate. These changes may occur because of, among other things: Stock market risk – the Fund could lose value if the individual stocks in which it invests or overall stock markets in which such stocks trade go down. Growth style risk – growth investing involves buying stocks that have relatively high prices in relation to their earnings. Growth stocks may be more volatile than other stocks because they are generally more sensitive to investor perceptions and market movements. During periods of growth stock underperformance, the Fund’s performance may suffer and underperform other equity funds that use different investing styles. Value style risk – over time, a value investing style may go in and out of favor, causing the Fund to sometimes underperform other equity funds that use different investing styles. Value stocks can react differently to issuer, political, market and economic developments than the market overall and other types of stocks. In addition, the Fund’s value approach carries the risk that the market will not recognize a security’s intrinsic value for a long time or that a stock judged to be undervalued may actually be appropriately priced. Portfolio turnover – a higher portfolio turnover rate increases transaction costs and, as a result, may adversely impact the Fund’s performance and may increase share price volatility. If the value of the Fund’s investments goes down, you may lose money
Management Fees	0.39%70	0.57%
12b-1 Fees	0.25%	0.00%
Other Expenses	1.12%	0.25%71
Total Gross Expenses	1.76%	0.82%
Waivers/Reimbursements	0.31%72	N/A
Total Net Expenses	1.45%	0.82%
Total Fund Assets by Share Class (as of 9-30-2008)	$27,843,550	$900,500,280
Performance History (as of 9-30-2008)
3 Mo.	-8.35%	-12.21%
1 Yr.	-19.51%	-23.74%
3 Yrs.	-0.82%	-0.50%
5 Yrs.	6.87%	4.76%
10 Yrs.	N/A	2.59%

The percentage of the Existing Fund’s assets in Service Shares that will be transferred to the Replacement Fund pursuant to the Substitution is approximately 2% as of 9/30/08. This comprised approximately 2% of the Existing Fund’s total assets as of 9/30/08. (Another 26% of the assets in Janus Aspen Series – INTECH Risk-Managed Core Portfolio: Service Shares is proposed to be substituted into the NVIT – NVIT Nationwide Fund: Class II.)

Shareholder approval of reliance on the discretion provided by the Manager of Managers Order (discussed in Section II.B.) was received on or about December 23, 2004.

The Section 26 Applicants believe that the Janus Aspen Series – INTECH Risk-Managed Core Portfolio and the NVIT – NVIT Nationwide Fund have similar investment objectives and substantially similar policies and risks. The Janus Aspen Series – INTECH Risk-Managed Core Portfolio primarily invests in common stocks from the portfolio’s benchmark index—the S&P 500 Index. The NVIT – NVIT Nationwide Fund uses both quantitative and qualitative techniques. The NVIT – NVIT Nationwide Fund’s primary benchmark is the S&P 500 Index and it has historically invested primarily in large company stocks, but it does not give specific market cap parameters regarding allowable limits. Both portfolios allow for investment outside the United States. As of 6/30/08, the most recent date available in Morningstar Direct as of 12/3/08, the Janus

70 Risk-Managed Core Portfolio pays an investment advisory fee rate that adjusts up or down based upon the Portfolio’s performance relative to its benchmark index during a measuring period. The base fee rate, prior to any performance adjustment is 0.50% for Risk-Managed Core Portfolio and may go up or down by a variable of up to 0.15% (assuming constant assets) on a monthly basis. Any such adjustment to this fee rate commenced January 2007 for Risk-Managed Core Portfolio and may increase or decrease the Management Fee. Risk-Managed Core Portfolio entered into an agreement with Janus Capital to limit certain expenses. Because a fee waiver will have a positive effect upon each Portfolio’s performance, a fee waiver that is in place during the period when the performance adjustment applies may affect the performance adjustment in a way that is favorable to Janus Capital. It is possible that the cumulative dollar amount of additional compensation ultimately payable to Janus Capital may, under some circumstances, exceed the cumulative dollar amount of management fees waived by Janus Capital.

71 “Other Expenses” include administrative services fees which currently are 0.16%, but which are permitted to be as high as 0.25%. The full amounts of administrative services fees are not reflected in “Other Expenses” at this time because the Fund does not currently sell its shares to insurance companies that charge the full amounts permitted. If the full amounts of administrative services fees were charged, total operating expenses would be 0.88%.

72 Janus Capital has contractually agreed to waive certain Portfolios’ total operating expenses (excluding the distribution and shareholder servicing fee, the administrative services fee applicable to certain Portfolios, brokerage commissions, interest, dividends, taxes, and extraordinary expenses including, but not limited to, acquired fund fees and expenses) to certain limits until at least May 1, 2009. The expense waivers shown reflect the application of such limits.

Aspen Series – INTECH Risk-Managed Core Portfolio had 83% of its net assets in large cap securities, 16% in mid cap and less than 1% in small cap securities. The fund held no derivatives, foreign, emerging markets, high yield, REITs, preferred stock or convertible securities. As of 8/31/08, the NVIT – NVIT Nationwide Fund held 73% of its asset in large cap securities, 24% in mid cap and 3% in small cap securities. The fund held no derivatives, emerging markets, high yield, REITs, preferred stock or convertible securities. It did hold 4% of its net assets in foreign securities.

This proposed Substitution will impact the following Contracts:

Separate Account	1940 Act File No.	1933 Act File No.	Contract/Class Identifier
Nationwide Variable Account-9	811-08241	333-28995	C000024720
Nationwide Variable Account-9	811-08241	333-52579	C000024732
Nationwide Variable Account-9	811-08241	333-53023	C000024723
Nationwide Variable Account-9	811-08241	333-53023	C000024725
Nationwide Variable Account-9	811-08241	333-56073	C000024734
Nationwide Variable Account-II	811-03330	002-75059	C000024495
Nationwide Variable Account-II	811-03330	033-67636	C000024501
Nationwide VL Separate Account-G	811-21697	333-121878	C000025954
Nationwide VL Separate Account-G	811-21697	333-140608	C000047649
Nationwide VLI Separate Account-2	811-05311	033-42180	C000025924
Nationwide VLI Separate Account-2	811-05311	033-62795	C000025923
Nationwide VLI Separate Account-4	811-08301	333-31725	C000025928
Nationwide VLI Separate Account-4	811-08301	333-31725	C000026839
Nationwide VLI Separate Account-4	811-08301	333-52615	C000025936
Nationwide VLI Separate Account-4	811-08301	333-52617	C000025932
Nationwide VLI Separate Account-4	811-08301	333-52617	C000025933
Nationwide VLI Separate Account-4	811-08301	333-69160	C000025937
Nationwide VLI Separate Account-4	811-08301	333-69160	C000025938
Nationwide VLI Separate Account-4	811-08301	333-83010	C000025929
Nationwide VLI Separate Account-4	811-08301	333-83010	C000025930
Nationwide VLI Separate Account-4	811-08301	333-94037	C000025934
Nationwide VLI Separate Account-4	811-08301	333-94037	C000025935
Nationwide VLI Separate Account-7	811-21610	333-117998	C000025943
Nationwide VLI Separate Account-7	811-21610	333-121879	C000025944

22. Janus Aspen Series – INTECH Risk-Managed Core Portfolio: Service Shares replaced by NVIT – NVIT Nationwide Fund: Class II

	Existing Fund	Replacement Fund
	Janus Aspen Series – INTECH Risk-Managed Core Portfolio: Service Shares	NVIT – NVIT Nationwide Fund: Class II
Adviser:	Janus Capital Management LLC	Nationwide Fund Advisors
Sub-adviser:	N/A	Aberdeen Asset Management Inc.
Investment Objective:	Long-term growth of capital.	Total return through a flexible combination of capital appreciation and current income.
Investment Strategy:	The Portfolio invests primarily in common stocks from the universe of the Portfolio’s benchmark index, which is the S&P 500 Index. Stocks are selected for their potential contribution to the long-term growth of capital, utilizing INTECH’s mathematical investment process. The Portfolio pursues its investment objective by applying a mathematical investment process to construct an investment portfolio from the universe of common stocks within its benchmark index. The goal of this process is to build a portfolio of stocks in a more efficient combination than the benchmark index. The process seeks to capitalize on the natural volatility of the market by searching for stocks within the index that have high relative volatility (providing the potential for excess returns) but that essentially move in opposite directions or have low correlation to each other (providing the potential for lower relative risk). By constructing the portfolio in this manner and regularly rebalancing the portfolio to maintain potentially more efficient weightings, INTECH’s mathematical investment process seeks to create a portfolio that, over time, produces returns in excess of its benchmark with an equal or lesser amount of risk. The rebalancing techniques used by the Portfolio may result in a higher portfolio turnover compared to a ‘‘buy and hold’’ fund strategy. The Portfolio may also lend portfolio securities on a short-term or long-term basis, up to one-third of its total assets, and may, within the parameters of its specific investment policies, invest its assets in derivatives.	The Fund invests primarily in common stocks and other equity securities, using a multi-disciplined approach which blends fundamental and quantitative investment techniques. The Fund is composed of two sleeves, or portions: a fundamentally managed core equity sleeve and a quantitative managed core equity sleeve. The fundamental sleeve uses both bottom-up qualitative research as well as quantitative inputs in constructing a core portfolio; the quantitative sleeve seeks to add to the Fund's performance while moderating its risk versus the Fund's benchmark. The portfolio managers integrate these sleeves to produce an overall core equity style, which they may opportunistically “tilt” slightly either in the direction of a growth style or a value style, depending on market circumstances. The portfolio managers seek to invest in companies with one or more of the following characteristics: · above-average revenue growth; · above-average earnings growth; · consistent earnings growth and · attractive valuation. In seeking total return, the subadviser seeks returns from both capital gains (i.e., an increase in the value of the stocks the Fund holds) as well as income generated by dividends paid by stock issuers. Over time, stock markets in general may produce proportionately higher capital gains relative to dividends, or vice versa, at different periods. While many of the stocks in which the Fund invests pay dividends, the subadviser anticipates that capital gains may constitute a somewhat higher proportion of returns than dividends under current market conditions. However, stock markets could change, either suddenly or gradually, so that over time a higher proportion of the Fund’s returns would be derived from dividends. The subadviser considers selling a company’s securities if: • the share price increases significantly; • the earnings outlook becomes less attractive or • more favorable opportunities are identified. The Fund may engage in active and frequent trading of portfolio securities. NFA has selected Aberdeen Asset Management Inc. (“Aberdeen”) as subadviser to manage the Fund’s portfolio on a day-to-day basis. • the earnings outlook becomes less attractive or • more favorable opportunities are identified. The Fund may engage in active and frequent trading of portfolio securities. NFA has selected Aberdeen Asset Management Inc. (“Aberdeen”) as subadviser to manage the Fund’s portfolio on a day-to-day basis.
Principal Risks:	The biggest risk is that the Portfolio’s returns may vary, and you could lose money. The Portfolio is designed for longterm investors interested in an equity portfolio, including common stocks. Common stocks tend to be more volatile than many other investment choices. Market Risk. The value of the Portfolio’s holdings may decrease if the value of an individual company or multiple companies in the Portfolio decreases. The value of the Portfolio’s holdings could also decrease if the stock market goes down or there are deteriorating market conditions, regardless of how well the individual companies perform. If the value of the Portfolio’s holdings decreases, the Portfolio’s net asset value (‘‘NAV’’) will also decrease, which means if you sell your shares in the Portfolio you may lose money. Investment Process Risk. The proprietary mathematical investment process used by INTECH may not achieve the desired results. Additionally, the rebalancing techniques used by INTECH may result in a higher portfolio turnover rate and related expenses compared to a ‘‘buy and hold’’ fund strategy. There is a risk that if INTECH’s method of identifying stocks with higher volatility than the benchmark or its method of identifying stocks that tend to move in the same or opposite direction relative to each other (correlation) does not result in selecting stocks with continuing volatility or the expected correlation, the Portfolio may not outperform the benchmark index. Portfolio Turnover Risk. Increased portfolio turnover may result in higher costs for brokerage commissions, dealer markups, and other transaction costs. Higher costs associated with increased portfolio turnover may offset gains in the Portfolio’s performance. Securities Lending Risk. The Portfolio may seek to earn additional income through lending its securities to certain qualified broker-dealers and institutions. When the Portfolio lends its securities, it receives collateral (including cash collateral), at least equal to the value of securities loaned. There is the risk that when portfolio securities are lent, the securities may not be returned on a timely basis, and the Portfolio may experience delays and costs in recovering the security or gaining access to the collateral. If the Portfolio is unable to recover a security on loan, the Portfolio may use the collateral to purchase replacement securities in the market. There is a risk that the value of the collateral could decrease below the value of the replacement security by the time the replacement investment is made, resulting in a loss to the Portfolio. Derivatives Risk. Derivatives can be highly volatile and involve risks in addition to the risks of the underlying referenced securities. Gains or losses from derivatives can be substantially greater than the derivatives’ original cost, and therefore, can involve leverage. Derivatives can be complex instruments and can involve analysis that differs from that required for other investment types used by the Portfolio. If the value of a derivative does not correlate well with the particular market or other asset class the derivative is intended to provide exposure to, the derivative may not have the effect anticipated. Derivatives can also reduce the opportunity for gain or result in losses by offsetting positive returns in other investments. Derivatives can be less liquid than other types of investments. An investment in the Portfolio is not a bank deposit and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.	The Fund cannot guarantee that it will achieve its investment objective. As with any fund, the value of the Fund’s investments – and therefore, the value of Fund shares – may fluctuate. These changes may occur because of, among other things: Stock market risk – the Fund could lose value if the individual stocks in which it invests or overall stock markets in which such stocks trade go down. Growth style risk – growth investing involves buying stocks that have relatively high prices in relation to their earnings. Growth stocks may be more volatile than other stocks because they are generally more sensitive to investor perceptions and market movements. During periods of growth stock underperformance, the Fund’s performance may suffer and underperform other equity funds that use different investing styles. Value style risk – over time, a value investing style may go in and out of favor, causing the Fund to sometimes underperform other equity funds that use different investing styles. Value stocks can react differently to issuer, political, market and economic developments than the market overall and other types of stocks. In addition, the Fund’s value approach carries the risk that the market will not recognize a security’s intrinsic value for a long time or that a stock judged to be undervalued may actually be appropriately priced. Portfolio turnover – a higher portfolio turnover rate increases transaction costs and, as a result, may adversely impact the Fund’s performance and may increase share price volatility. If the value of the Fund’s investments goes down, you may lose money
Management Fees	0.39%73	0.57%
12b-1 Fees	0.25%	0.25%
Other Expenses	1.12%	0.24%74
Total Gross Expenses	1.76%	1.06%
Waivers/Reimbursements	0.31%75	N/A
Total Net Expenses	1.45%	1.06%
Total Fund Assets by Share Class (as of 9-30-2008)	$27,843,550	$372,656,824
Performance History (as of 9-30-2008)
3 Mo.	-8.35%	-12.24%
1 Yr.	-19.51%	-23.92%
3 Yrs.	-0.82%	-0.75%
5 Yrs.	6.87%	4.49%
10 Yrs.	N/A	2.34%

The percentage of the Existing Fund’s assets in Service Shares that will be transferred to the Replacement Fund pursuant to the Substitution is approximately 26% as of 9/30/08. This comprised approximately 26% of the Existing Fund’s total assets as of 9/30/08. (Another 2% of the assets in Janus Aspen Series – INTECH Risk-Managed Core Portfolio: Service Shares is proposed to be substituted into the NVIT – NVIT Nationwide Fund: Class I.)

Shareholder approval of reliance on the discretion provided by the Manager of Managers Order (discussed in Section II.B.) was received on or about December 23, 2004.

The Section 26 Applicants believe that the Janus Aspen Series – INTECH Risk-Managed Core Portfolio and the NVIT – NVIT Nationwide Fund have similar investment objectives and substantially similar policies and risks. The Janus Aspen Series – INTECH Risk-Managed Core Portfolio primarily invests in common stocks from the portfolio’s benchmark index—the S&P 500 Index. The NVIT – NVIT Nationwide Fund uses both quantitative and qualitative techniques. The NVIT – NVIT Nationwide Fund’s primary benchmark is the S&P 500 Index and it has historically invested primarily in large company stocks, but it does not give specific market cap parameters regarding allowable limits. As of 6/30/08, the most recent date available in Morningstar Direct as of 12/3/08, the Janus Aspen Series – INTECH Risk-Managed Core Portfolio had 83% of

73 Risk-Managed Core Portfolio pays an investment advisory fee rate that adjusts up or down based upon the Portfolio’s performance relative to its benchmark index during a measuring period. The base fee rate, prior to any performance adjustment is 0.50% for Risk-Managed Core Portfolio and may go up or down by a variable of up to 0.15% (assuming constant assets) on a monthly basis. Any such adjustment to this fee rate commenced January 2007 for Risk-Managed Core Portfolio and may increase or decrease the Management Fee. Risk-Managed Core Portfolio entered into an agreement with Janus Capital to limit certain expenses. Because a fee waiver will have a positive effect upon each Portfolio’s performance, a fee waiver that is in place during the period when the performance adjustment applies may affect the performance adjustment in a way that is favorable to Janus Capital. It is possible that the cumulative dollar amount of additional compensation ultimately payable to Janus Capital may, under some circumstances, exceed the cumulative dollar amount of management fees waived by Janus Capital.

74 “Other Expenses” include administrative services fees which currently are 0.19%, but which are permitted to be as high as 0.25%. The full amounts of administrative services fees are not reflected in “Other Expenses” at this time because the Fund does not currently sell its shares to insurance companies that charge the full amounts permitted. If the full amounts of administrative services fees were charged, total operating expenses would be 1.13%.

75 Janus Capital has contractually agreed to waive certain Portfolios’ total operating expenses (excluding the distribution and shareholder servicing fee, the administrative services fee applicable to certain Portfolios, brokerage commissions, interest, dividends, taxes, and extraordinary expenses including, but not limited to, acquired fund fees and expenses) to certain limits until at least May 1, 2009. The expense waivers shown reflect the application of such limits.

its net assets in large cap securities, 16% in mid cap and less than 1% in small cap securities. The fund held no derivatives, foreign, emerging markets, high yield, REITs, preferred stock or convertible securities. As of 8/31/08, the NVIT – NVIT Nationwide Fund held 73% of its asset in large cap securities, 24% in mid cap and 3% in small cap securities. The fund held no derivatives, emerging markets, high yield, REITs, preferred stock or convertible securities. It did hold 4% of its net assets in foreign securities.

This proposed Substitution will impact the following Contracts:

Separate Account	1940 Act File No.	1933 Act File No.	Contract/Class Identifier
Nationwide Variable Account-7	811-08666	033-89560	C000024647
Nationwide Variable Account-9	811-08241	333-53023	C000024722
Nationwide Variable Account-9	811-08241	333-79327	C000024726
Nationwide Variable Account-II	811-03330	002-75059	C000024495
Nationwide Variable Account-II	811-03330	033-60063	C000024502
Nationwide Variable Account-II	811-03330	333-103093	C000024503
Nationwide Variable Account-II	811-03330	333-103094	C000024504
Nationwide Variable Account-II	811-03330	333-103094	C000024505
Nationwide Variable Account-II	811-03330	333-103094	C000024537
Nationwide Variable Account-II	811-03330	333-103094	C000024538
Nationwide Variable Account-II	811-03330	333-103095	C000024507
Nationwide Variable Account-II	811-03330	333-103095	C000024508
Nationwide Variable Account-II	811-03330	333-104510	C000024499
Nationwide Variable Account-II	811-03330	333-104511	C000024497
Nationwide Variable Account-II	811-03330	333-104512	C000024498
Nationwide Variable Account-II	811-03330	333-104513	C000024496
Nationwide Variable Account-II	811-03330	333-104513	C000068828
Nationwide Variable Account-II	811-03330	333-105992	C000024500
Nationwide Provident VLI Separate Account 1	811-04460	033-42133	C000026802
Nationwide Provident VLI Separate Account 1	811-04460	333-82613	C000026806
Nationwide Provident VLI Separate Account A	811-08722	333-67775	C000026808
Nationwide Provident VLI Separate Account A	811-08722	333-71763	C000026803
Nationwide Provident VLI Separate Account A	811-08722	333-82611	C000026807

Separate Account	1940 Act File No.	1933 Act File No.	Contract/Class Identifier
Nationwide Provident VLI Separate Account A	811-08722	333-84475	C000026801

23. Neuberger Berman Advisers Management Trust – AMT Growth Portfolio: I Class replaced by NVIT – NVIT Multi-Manager Mid Cap Growth Fund: Class I

	Existing Fund	Replacement Fund
	Neuberger Berman Advisers Management Trust – AMT Growth Portfolio: I Class	NVIT – NVIT Multi-Manager Mid Cap Growth Fund: Class I
Adviser:	Neuberger Berman Management Inc.	Nationwide Fund Advisors
Sub-adviser:	Neuberger Berman, LLC	American Century Investment Management Inc. Neuberger Berman Management Inc.
Investment Objective:	Growth of capital.	Long-term capital growth.
Investment Strategy:	To pursue this goal, the Fund normally invests in common stocks of mid-capitalization companies, which it defines as those with a total market capitalization within the market capitalization range of the Russell Midcap® Index. The Fund seeks to reduce risk by diversifying among many companies, sectors and industries. The Portfolio Manager employs a disciplined investment strategy when selecting growth stocks. Using fundamental research and quantitative analysis, the Portfolio Manager looks for fast growing companies with above average sales and competitive returns on equity relative to their peers. In doing so, the Portfolio Manager analyzes such factors as: • financial condition (such as debt to equity ratio) • market share and competitive leadership of the company’s products • earnings growth relative to competitors • market valuation in comparison to a stock’s own historical norms and the stocks of other mid-cap companies. The Portfolio Manager follows a disciplined selling strategy and may sell a stock when the company’s business fails to perform as expected, or when other opportunities appear more attractive. The Fund may change its goal without shareholder approval, although it does not currently intend to do so.	Under normal conditions, the Fund invests at least 80% of the value of its net assets in equity securities issued by mid-cap companies, utilizing a growth style of investing. In other words, the Fund seeks companies whose earnings are expected to grow consistently faster than those of other companies. Equity securities in which the Fund invests are primarily common stock, although they may include other equity securities, such as preferred stock or convertible securities. The Fund may also invest in equity securities of companies that are located outside the United States, and in derivatives, such as futures, options, swaps and other hybrid financial instruments. The Fund consists of two sleeves, or portions, managed by different subadvisers. Nationwide Fund Advisors (“NFA”) is the Fund’s investment adviser and selects the Fund’s subadvisers and monitors their performance on an ongoing basis. The subadvisers have been chosen because they approach investing in mid-cap securities in a different manner from each other, and NFA believes that diversification among securities and investment styles could increase the potential for investment return and potentially reduce risk and volatility. Pursuant to a Manager-of-Managers Exemptive Order that the Trust received from the Securities and Exchange Commission, NFA may allocate and reallocate Fund assets to or among unaffiliated subadvisers at any time, subject to the approval of the Board of Trustees of the Trust. In addition, certain subadvisers may have limits as to the amount of assets that the subadviser will manage. The two sleeves are each managed as follows: NEUBERGER BERMAN MANAGEMENT INC. (“NEUBERGER BERMAN”) – uses a disciplined investment strategy when selecting growth stocks. Using fundamental research and quantitative analysis, Neuberger Berman seeks fast-growing companies with above average sales and competitive returns on equity relative to their peers. In doing so, Neuberger Berman analyzes such factors as: * financial condition (such as debt to equity ratio); * market share and competitive leadership of the company’s products; * earnings growth relative to competitors and k market valuation in comparison to a stock’s own historical norms and the stocks of other mid-cap companies. Neuberger Berman follows a disciplined selling strategy and may sell a stock when it fails to perform as expected, or when other opportunities appear more attractive. AMERICAN CENTURY INVESTMENT MANAGEMENT, INC. (“AMERICAN CENTURY”) – using a proprietary investment strategy, American Century makes its investment decisions primarily on analysis of individual companies, rather than on broad economic forecasts, based on the belief that, over the long term, stock price movements follow growth in earnings and revenues. American Century tracks financial information for thousands of individual companies to identify and evaluate trends in earnings, revenues and other business fundamentals. The portfolio managers’ principal analytical technique involves identifying companies with earnings and revenues that are not only growing, but which are growing at an accelerating pace. This includes companies whose growth rates are negative, although less negative than in earlier periods, and companies whose growth rates are expected to accelerate. In addition to accelerating growth, American Century also considers companies demonstrating price strength relative to their peers. American Century generally does not attempt to time the market. Instead, it intends to keep its sleeve fully invested in stocks regardless of general stock price movement.
Principal Risks:	Most of the Fund’s performance depends on what happens in the stock market. The market’s behavior is unpredictable, particularly in the short term. The value of your investment may fall, sometimes sharply, and you could lose money. By focusing on mid-cap stocks, the Fund is subject to their risks, including the risk its holdings may: • fluctuate more widely in price than the market as a whole • underperform other types of stocks or be difficult to sell when the economy is not robust, during market downturns, or when mid-cap stocks are out of favor. Because the prices of most growth stocks are based on future expectations, these stocks tend to be more sensitive than value stocks to bad economic news and negative earnings surprises. Bad economic news or changing investor perceptions can negatively affect growth stocks across several industries and sectors simultaneously. While the price of any type of stock can rise and fall rapidly, growth stocks in particular may underperform during periods when the market favors value stocks. The Fund’s performance may also suffer if certain stocks or certain economic sectors it emphasizes do not perform as expected. To the extent that the Fund sells stocks before they reach their market peak, it may miss out on opportunities for higher performance. Through active trading, the Fund may have a high portfolio turnover rate, which can mean lower performance due to increased brokerage costs. Other Risks: The Fund may use certain practices and invest in certain securities involving additional risks. Borrowing, securities lending, and using derivatives could create leverage, meaning that certain gains or losses could be amplified, increasing share price movements. In using certain derivatives to gain stock market exposure for excess cash holdings, the Fund increases its risk of loss. Although they may add diversification, foreign securities can be riskier, because foreign markets tend to be more volatile and currency exchange rates fluctuate. There may be less information available about foreign issuers than about domestic issuers. When the Fund anticipates adverse market, economic, political or other conditions, it may temporarily depart from its goal and invest substantially in high-quality short-term investments. This could help the Fund avoid losses, but may mean lost opportunities.	The Fund cannot guarantee that it will achieve its investment objective. As with any mutual fund, the value of the Fund’s investments – and therefore, the value of Fund shares – may fluctuate. These changes may occur because of: Stock market risk – the Fund could lose value if the individual stocks in which it invests or overall stock markets in which such stocks trade go down. Mid-cap risk – stocks of mid-sized companies may be more volatile and less liquid than larger company stocks. Growth style risk – growth investing involves buying stocks that have relatively high price-to-earnings ratios. Growth stocks may be more volatile than other stocks because they are generally more sensitive to investor perceptions and market movements. During periods of growth stock underperformance, the Fund’s performance may suffer and underperform other equity funds that use different investing styles. Foreign securities risk – foreign securities may be more volatile, harder to price and less liquid than U.S. securities. The prices of foreign securities may be further affected by other factors, such as changes in the exchange rates between the dollar and the currencies in which the securities are traded. Derivatives risk – derivatives can disproportionately increase losses and reduce opportunities for gains when the security prices, interest rates, currency values, or other such measures underlying derivatives change in unexpected ways. They also present default risks if the counterparty to a derivatives contract fails to fulfill its obligations to the Fund. Multi-manager risk – while NFA, as the Fund’s investment adviser, monitors each subadviser and the overall management of the Fund, each subadviser makes investment decisions independently from NFA and the other subadvisers. It is possible that the security selection process of one subadviser will not complement that of the other subadvisers. As a result, the Fund’s exposure to a given security, industry sector or market capitalization could be smaller or larger than if the Fund were managed by a single subadviser, which could affect the Fund’s performance. Portfolio turnover risk a higher portfolio turnover rate increases transaction costs and as a result may adversely impact the Fund’s performance and may increase share price volatility. If the value of the Fund’s investments goes down, you may lose money.
Management Fees	0.85%76	0.75%
12b-1 Fees	0.00%	0.00%
Other Expenses	0.15%	0.22%77
Total Gross Expenses	1.00%	0.97%78
Waivers/Reimbursements	N/A	0.07%79
Total Net Expenses	1.00%	0.90%
Total Fund Assets by Share Class (as of 9-30-2008)	$115,451,582	$4,196,844
Performance History (as of 9-30-2008)
3 Mo.	-14.10%	-16.15%
1 Yr.	-26.01%	N/A
3 Yrs.	3.15%	N/A
5 Yrs.	9.61%	N/A
10 Yrs.	4.08%	N/A

The percentage of the Existing Fund’s assets in I Class that will be transferred to the Replacement Fund pursuant to the Substitution is approximately 94% as of 9/30/08. This comprised approximately 94% of the Existing Fund’s total assets as of 9/30/08.

The Section 26 Applicants believe that the Neuberger Berman Advisers Management Trust – AMT Growth Portfolio and the NVIT – NVIT Multi-Manager Mid Cap Growth Fund have similar investment objectives and substantially similar policies and risks. The NVIT – NVIT Multi-Manager Mid Cap Growth Fund will invest at least 80% of assets in mid cap stocks. The Neuberger Berman Advisers Management Trust – AMT Growth Portfolio will primarily invest in mid cap stocks (though specific parameters are not given). Each of the portfolios allows for the use of foreign securities, derivatives and synthetic instruments without specific limitations. As of 8/31/08, the

76 “Management Fees” includes investment management and administration fees.

77 “Other Expenses” include administrative services fees which currently are permitted to be up to 0.25%. Administrative services fees are estimated to be 0.07% during the current fiscal year ending December 31, 2008. The full 0.25% in administrative services fees is not reflected in “Other Expenses” at this time because the Fund does not anticipate selling shares to insurance companies that charge the full amount permitted.

78 Expenses are estimated based on the Fund’s projected net assets for 2008.

79 The Trust and the Adviser have entered into a written contract limiting operating expenses to 0.83% until at least May 1, 2009. This limit excludes certain Fund expenses, including any taxes, interest, brokerage fees, Rule 12b-1 fees, short-sale dividend expenses, administrative services fees, other expenses which are capitalized in accordance with generally accepted accounting principles and may exclude other non-routine expenses not incurred in the ordinary course of the Fund’s business. The Trust is authorized to reimburse the Adviser for management fees previously waived and/or for expenses previously paid by the Adviser, provided however, that any reimbursements must be paid at a date not more than three years after the fiscal year in which the Adviser waived the fees or reimbursed the expenses and the reimbursements do not cause the Fund to exceed the expense limitation in the agreement.

most recent date available in Morningstar Direct as of 12/3/08, the NVIT – NVIT Multi-Manager Mid Cap Growth Fund did not hold any derivatives securities, but did hold 4% of its net assets in foreign securities. In addition, as of 10/31/08, the Neuberger Berman Advisers Management Trust – AMT Growth Portfolio did not hold any derivatives securities, but did hold 2% of its net assets in foreign securities.

This proposed Substitution will impact the following Contracts:

Separate Account	1940 Act File No.	1933 Act File No.	Contract/Class Identifier
Nationwide Variable Account-II	811-03330	033-60063	C000024502
Nationwide Variable Account-II	811-03330	033-67636	C000024501
Nationwide VLI Separate Account-2	811-05311	033-42180	C000025924
Nationwide VLI Separate Account-2	811-05311	033-62795	C000025923

24. Neuberger Berman Advisers Management Trust – AMT Guardian Portfolio: I Class replaced by NVIT – Neuberger Berman NVIT Multi Cap Opportunities Fund: Class I

	Existing Fund	Replacement Fund
	Neuberger Berman Advisers Management Trust – AMT Guardian Portfolio: I Class	NVIT – Neuberger Berman NVIT Multi Cap Opportunities Fund: Class I
Adviser:	Neuberger Berman Management Inc.	Nationwide Fund Advisors
Sub-adviser:	Neuberger Berman, LLC	Neuberger Berman Management Inc.
Investment Objective:	Long-term growth of capital; current income is a secondary goal.	Long-term capital growth.
Investment Strategy:	To pursue these goals, the Fund invests mainly in common stocks of mid- to large-capitalization companies. The Fund seeks to reduce risk by investing across many different industries. The Portfolio Managers employ a research driven and valuation sensitive approach to stock selection. They seek to identify stocks in well-positioned businesses that they believe are undervalued in the market. They look for solid balance sheets, strong management teams with a track record of success, good cash flow, the prospect for above average earnings growth, and other valuation related factors. The Portfolio Managers follow a disciplined selling strategy and may sell a stock when it reaches a target price, when the company’s business fails to perform as expected, or when other opportunities appear more attractive. The Fund may change its goal without shareholder approval, although it does not currently intend to do so. Mid- and Large-Cap Stocks Mid-cap stocks have historically performed more like small-caps than like large-caps. Their prices can rise and fall substantially, although many have the potential to offer attractive long-term returns. Large-cap companies are usually well established. Compared to mid-cap companies, they may be less responsive to change, but their returns have sometimes led those of mid-cap companies, often with lower volatility. Valuation Sensitive Investing In addition to traditional value investing - i.e., looking for value among companies whose stock prices are below their historic average, based on earnings, cash flow, or other financial measures - we may also buy a company's shares if they look more fully priced based on Wall Street consensus estimates of earnings, but still inexpensive relative to our estimates. We look for these companies to rise in price as they outperform Wall Street's expectations, because some aspect of the business has not been fully appreciated or appropriately priced by other investors.	Under normal conditions, the Fund invests primarily in equity securities issued by mid- to large-cap companies that, in the opinion of the subadviser, exhibit characteristics that are consistent with a value style of investing. Equity securities in which the Fund invests are primarily common stock, although they may include other equity securities, such as preferred stock or convertible securities. The Fund may also invest in equity securities of companies that are located outside the United States. The Fund seeks to reduce risk by diversifying among many companies and industries, and in derivatives, such as futures, options, swaps and other hybrid financial instruments. The Fund’s subadviser looks for well-managed companies with strong balance sheets whose stock prices are undervalued. Factors in identifying such companies may include: · historical low valuation; · strong fundamentals, such as a company’s financial, operational and competitive positions and · relatively high operating profit margins and returns. The subadviser may also look for other characteristics in a company, such as a strong market position relative to competitors, a high level of stock ownership among management, and a recent sharp decline in stock price that appears to result from short-term market overreaction to negative news. The Fund’s subadviser follows a disciplined selling strategy and may sell a stock when it reaches a target price, fails to perform as expected, or when other opportunities appear more attractive.
Principal Risks:	Most of the Fund's performance depends on what happens in the stock market. The market's behavior is unpredictable, particularly in the short term. The value of your investment will rise and fall, sometimes sharply, and you could lose money. The Fund holds a relatively concentrated portfolio that may contain fewer securities than the portfolios of other mutual funds. Holding a relatively concentrated portfolio may increase the risk that the value of the Fund could go down because of the poor performance of one or a few investments. To the extent that the Fund emphasizes mid- or large-cap stocks, it takes on the associated risks. Mid-cap stocks tend to be more volatile than large-cap stocks and are usually more sensitive to economic, political, regulatory and market factors. At any given time, one or both groups of stocks may be out of favor with investors. With a valuation sensitive approach, there is also the risk that stocks may remain undervalued during a given period. This may happen because value stocks, as a category, lose favor with investors compared to growth stocks, or because of a failure to anticipate which stocks or industries would benefit from changing market or economic conditions. Other Risks: The Fund may use certain practices and invest in certain securities involving additional risks. Borrowing, securities lending, and using derivatives could create leverage, meaning that certain gains or losses could be amplified, increasing share price movements. In using certain derivatives to gain stock market exposure for excess cash holdings, the Fund increases its risk of loss. Although they may add diversification, foreign securities can be riskier, because foreign markets tend to be more volatile and currency exchange rates fluctuate. There may be less information available about foreign issuers than about domestic issuers. When the Fund anticipates adverse market, economic, political or other conditions, it may temporarily depart from its goal and invest substantially in high-quality short-term investments. This could help the Fund avoid losses, but may mean lost opportunities.	The Fund cannot guarantee that it will achieve its investment objective. As with any mutual fund, the value of the Fund’s investments – and therefore, the value of Fund shares – may fluctuate. These changes may occur because of: Stock market risk – the Fund could lose value if the individual stocks in which it invests or overall stock markets in which such stocks trade go down. Mid-cap risk – stocks of mid-sized companies may be more volatile and less liquid than larger company stocks. Value style risk – over time, a value investing style may go in and out of favor, causing the Fund to sometimes underperform other funds that use different investing styles. Value stocks can react differently to issuer, political, market and economic developments than the market overall and other types of stocks. In addition, the Fund’s value approach carries the risk that the market will not recognize a security’s intrinsic value for a long time or that a stock judged to be undervalued may actually be appropriately priced. Foreign securities risk – foreign securities may be more volatile, harder to price and less liquid than U.S. securities. The prices of foreign securities may be further affected by other factors, such as changes in the exchange rates between the dollar and the currencies in which the securities are traded. Derivatives risk – derivatives can disproportionately increase losses and reduce opportunities for gains when the security prices, interest rates, currency values, or other such measures underlying derivatives change in unexpected ways. They also present default risks if the counterparty to a derivatives contract fails to fulfill its obligations to the Fund. Portfolio turnover risk – a higher portfolio turnover rate increases transaction costs and as a result may adversely impact the Fund’s performance and may increase share price volatility. If the value of the Fund’s investments goes down, you may lose money.
Management Fees	0.85%80	0.60%
12b-1 Fees	0.00%	0.00%
Other Expenses	0.15%	0.30%81
Total Gross Expenses	1.00%	0.90%82
Waivers/Reimbursements	N/A	N/A
Total Net Expenses	1.00%	0.90%
Total Fund Assets by Share Class (as of 9-30-2008)	$95,597,332	$988,031
Performance History (as of 9-30-2008)
3 Mo.	-7.25%	-22.53%
1 Yr.	-17.42%	N/A
3 Yrs.	1.50%	N/A
5 Yrs.	7.74%	N/A
10 Yrs.	5.88%	N/A

80 “Management Fees” includes investment management and administration fees.

81 “Other Expenses” include administrative services fees which currently are permitted to be up to 0.25%. Administrative services fees are estimated to be 0.15% during the current fiscal year ending December 31, 2008. The full 0.25% in administrative services fees is not reflected in “Other Expenses” at this time because the Fund does not anticipate selling shares to insurance companies that charge the full amount permitted.

82 Expenses are estimated based on the Fund’s projected net assets for 2008.

The percentage of the Existing Fund’s assets in I Class that will be transferred to the Replacement Fund pursuant to the Substitution is approximately 78% as of 9/30/08. This comprised approximately 50% of the Existing Fund’s total assets as of 9/30/08.

The Section 26 Applicants believe that the Neuberger Berman Advisers Management Trust – AMT Guardian Portfolio and the NVIT – Neuberger Berman NVIT Multi Cap Opportunities Fund have similar investment objectives and substantially similar policies and risks. Both portfolios may invest in preferred securities, convertible securities, and in foreign countries without specific limitations. As of 10/31/08, the most recent date available in Morningstar Direct as of 12/3/08, the NVIT – Neuberger Berman NVIT Multi Cap Opportunities Fund did not hold any derivatives, preferred stock or convertible securities, but did hold 17% of its net assets in foreign securities. In addition, as of 10/31/08, the Neuberger Berman Advisers Management Trust – AMT Guardian Portfolio did not hold any derivatives, preferred stock or convertible securities, but did hold 17% of its net assets in foreign securities.

This proposed Substitution will impact the following Contracts:

Separate Account	1940 Act File No.	1933 Act File No.	Contract/Class Identifier
Nationwide Variable Account-9	811-08241	333-28995	C000024720
Nationwide Variable Account-9	811-08241	333-28995	C000024727

Separate Account	1940 Act File No.	1933 Act File No.	Contract/Class Identifier
Nationwide Variable Account-9	811-08241	333-28995	C000024728
Nationwide Variable Account-9	811-08241	333-28995	C000024730
Nationwide Variable Account-9	811-08241	333-52579	C000024732
Nationwide Variable Account-9	811-08241	333-53023	C000024723
Nationwide Variable Account-9	811-08241	333-53023	C000024725
Nationwide Variable Account-9	811-08241	333-56073	C000024721
Nationwide Variable Account-9	811-08241	333-56073	C000024734
Nationwide Variable Account-9	811-08241	333-79327	C000024726
Nationwide Variable Account-II	811-03330	002-75059	C000024495
Nationwide Variable Account-II	811-03330	033-60063	C000024502
Nationwide Variable Account-II	811-03330	033-67636	C000024501
Nationwide VLI Separate Account-2	811-05311	033-42180	C000025924
Nationwide VLI Separate Account-2	811-05311	033-62795	C000025923
Nationwide VLI Separate Account-4	811-08301	333-31725	C000025928
Nationwide VLI Separate Account-4	811-08301	333-31725	C000026839
Nationwide VLI Separate Account-4	811-08301	333-52615	C000025936
Nationwide VLI Separate Account-4	811-08301	333-52617	C000025932
Nationwide VLI Separate Account-4	811-08301	333-52617	C000025933
Nationwide VLI Separate Account-4	811-08301	333-69160	C000025937
Nationwide VLI Separate Account-4	811-08301	333-69160	C000025938
Nationwide VLI Separate Account-4	811-08301	333-83010	C000025929
Nationwide VLI Separate Account-4	811-08301	333-83010	C000025930
Nationwide VLI Separate Account-4	811-08301	333-94037	C000025934
Nationwide VLI Separate Account-4	811-08301	333-94037	C000025935

25. Neuberger Berman Advisers Management Trust – AMT International Portfolio: S Class replaced by NVIT – Gartmore NVIT International Equity Fund: Class III83

	Existing Fund	Replacement Fund
	Neuberger Berman Advisers Management Trust – AMT International Portfolio: S Class	NVIT – Gartmore NVIT International Equity Fund: Class III
Adviser:	Neuberger Berman Management Inc.	Nationwide Fund Advisors
Sub-adviser:	Neuberger Berman, LLC	Gartmore Global Partners
Investment Objective:	Long-term growth of capital by investing primarily in common stocks of foreign companies.	Long-term capital growth by investing primarily in equity securities of companies located in Europe, Australasia, the Far East and other regions, including developing countries.
Investment Strategy:	To pursue this goal, the Fund invests mainly in foreign companies of any size, including companies in developed and emerging industrialized markets. The Fund defines a foreign company as one that is organized outside of the United States and conducts the majority of its business abroad. The Fund seeks to reduce risk by diversifying among many industries. Although it has the flexibility to invest a significant portion of its assets in one country or region, it generally intends to remain well-diversified across countries and geographical regions. In picking stocks, the Portfolio Managers look for well-managed and profitable companies that show growth potential and whose stock prices are undervalued. Factors in identifying these firms may include strong fundamentals, such as attractive cash flows and balance sheets, as well as prices that are reasonable in light of projected returns. The Portfolio Managers also consider the outlooks for various countries and regions around the world, examining economic, market, social, and political conditions. The Portfolio Managers follow a disciplined selling strategy and may sell a stock when it reaches a target price, when the company's business fails to perform as expected, or when other opportunities appear more attractive. The Fund may change its goal without shareholder approval, although it does not currently intend to do so. Foreign Stocks: There are many promising opportunities for investment outside the United States. Foreign markets often respond to different factors and therefore tend to follow cycles that are different from each other. For this reason, many investors put a portion of their portfolios in foreign investments as a way of gaining further iversification. While foreign stock markets can be risky, investors gain an opportunity to add potential long-term growth. Growth vs. Value Investing: The Fund uses a blend of growth and value strategies. Value investors seek stocks trading at below market average prices based on earnings, book value, or other financial measures before other investors discover their worth. Growth investors seek companies that are already successful but may not have reached their full potential.	Under normal circumstances, the Fund invests at least 80% of the value of its net assets in equity securities issued by companies of any size, including small- and mid-cap companies, that are located in, or that derive a significant portion of their earnings or revenues from, a number of countries around the world other than the United States. Some of these countries may be considered to be emerging market countries. The Fund employs a growth style of investing, which emphasizes companies that the subadviser believes have the potential to deliver unexpected earnings. The subadviser looks for foreign markets that it believes offer the potential for strong economic growth, and assesses the valuation and growth rates both of a particular company and of the market where the company is located. It conducts proprietary research in order to form an independent perspective that provides a basis for valuing stocks. By comparing its own valuations of individual companies to those of the market, the subadviser seeks to pinpoint companies whose prospects appear different from the market’s consensus. The subadviser selects securities of companies it believes have the potential to deliver unexpected earnings and have prospects for earnings growth that the market has underestimated. The Fund also may use derivatives, such as futures and options, either as a substitute for taking a position in an underlying asset, to increase returns or as part of a hedging strategy. The Fund may engage in active and frequent trading of portfolio securities. NFA has selected Gartmore Global Partners as subadviser to manage the Fund’s portfolio on a day-to-day basis.
Principal Risks:	Most of the Fund's performance depends on what happens in international stock markets. The behavior of these markets is unpredictable, particularly in the short term. Although foreign stocks offer added diversification potential, world markets may all react in similar fashion to important economic or political developments. The value of your investment will rise and fall, sometimes sharply, and you could lose money. Foreign stocks are subject to more risks than comparable U.S. stocks. This is in part because some foreign markets are less developed and foreign governments, economies, laws (including tax laws), and securities firms may be less stable. There is also a higher chance that key information will be unavailable, incomplete, or inaccurate. As a result, foreign stocks can fluctuate more widely in price than comparable U.S. stocks, and they may also be less liquid. These risks are generally greater in emerging markets. Over a given period of time, foreign stocks may underperform U.S. stocks – sometimes for years. The Fund could also underperform if the Portfolio Managers invest in countries or regions whose economic performance falls short. In addition, investing in foreign stocks may also involve a greater risk for excessive trading due to "time-zone arbitrage." If an event occurring after the close of a foreign market, but before the time the Fund computes its current net asset value, causes a change in the price of the foreign stock and such price is not reflected in the Fund's current net asset value, some investors may attempt to take advantage of anticipated price movements in securities held by the Fund based on such pricing discrepancies. This could be harmful to long-term shareholders. Changes in currency exchange rates bring an added dimension of risk. Currency fluctuations could erase investment gains or add to investment losses. Mid- and small-cap stocks tend to be less liquid and more volatile than large-cap stocks. Any type of stock may underperform any other during a given period. With a value approach, there is also the risk that stocks may remain undervalued during a given period. This may happen because value stocks, as a category, lose favor with investors compared to growth stocks, or because of a failure to anticipate which stocks or industries would benefit from changing market or economic conditions. Because the prices of most growth stocks are based on future expectations, these stocks tend to be more sensitive than value stocks to bad economic news and negative earnings surprises. Bad economic news or changing investor perceptions can negatively affect growth stocks across several industries and sectors simultaneously. While the prices of any type of stock can rise and fall rapidly, growth stocks in particular may underperform during periods when the market favors value stocks. Other Risks: The Fund may use certain practices and invest in certain securities involving additional risks. Borrowing, securities lending, and using derivatives could create leverage, meaning that certain gains or losses could be amplified, increasing share price movements. The Fund may use derivatives for hedging and for speculation. Hedging could reduce the Fund's losses from currency fluctuations, but could also reduce its gains. In using certain derivatives to gain stock market exposure for excess cash holdings, the Fund increases its risk of loss. A derivative instrument, whether used for hedging or speculation, could fail to perform as expected, causing a loss for the Fund. When the Fund anticipates adverse market, economic, political, or other conditions, it may temporarily depart from its goal and invest substantially in high-quality short-term investments. The Fund may also invest in these investments if it receives large cash inflows. This could help the Fund avoid losses but may mean lost opportunities.	The Fund cannot guarantee that it will achieve its investment objective. As with any fund, the value of the Fund’s investments – and therefore, the value of Fund shares – may fluctuate. These changes may occur because of, among other things: Stock market risk – the Fund could lose value if the individual stocks in which it invests or overall stock markets in which such stocks trade go down. Foreign securities risk – foreign securities may be more volatile, harder to price and less liquid than U.S. securities. The prices of foreign securities may be further affected by other factors, such as changes in the exchange rates between the dollar and the currencies in which the securities are traded. Emerging markets risk – a magnification of the risks that apply to all foreign investments. These risks are greater for securities of companies in emerging market countries because the countries may have less stable governments, more volatile currencies and less established markets. Small- and mid-cap securities risk – in general, stocks of small- and mid-cap companies may be more volatile and less liquid than larger company stocks. Derivatives risk – the Fund may experience a significant loss or otherwise lose opportunities for gains if it uses certain derivatives (e.g., options, futures, forwards and forward commitments, and swap agreements) when the security prices, interest rates, currency values or other such measures underlying derivatives change in unexpected ways. In addition, derivatives may involve additional expenses, which can reduce any benefit or increase any loss to the Fund from using a derivatives strategy. Derivatives also present default risks if the counterparty to a derivatives contract fails to fulfill its obligations to the Fund. Growth style risk – growth investing involves buying stocks that have relatively high prices in relation to their earnings. Growth stocks may be more volatile than other stocks because they are generally more sensitive to investor perceptions and market movements. During periods of growth stock underperformance, the Fund’s performance may suffer and underperform other equity funds that use different investing styles. Portfolio turnover – a higher portfolio turnover rate results in higher transaction costs for the Fund, and may increase the volatility of the Fund. If the value of the Fund’s investments goes down, you may lose money.
Management Fees	1.14%84	0.98%85
12b-1 Fees	0.25%	0.00%
Other Expenses	0.17%	0.27%86
Total Gross Expenses	1.56%	1.25%
Waivers/ Reimbursements	0.00%87	N/A
Total Net Expenses	1.56%	1.25%88
Total Fund Assets by Share Class (as of 9-30-2008)	$229,826,789	$60,194,969
Performance History (as of 9-30-2008)
3 Mo.	-24.58%	-25.52%
1 Yr.	-34.56%	-28.15%
3 Yrs.	-3.68%	8.98%
5 Yrs.	N/A	15.57%
10 Yrs.	N/A	N/A

The percentage of the Neuberger Berman Advisers Management Trust – AMT International Portfolio: S Class assets that will be transferred to the NVIT – Gartmore NVIT International Equity Fund: Class III pursuant to the Substitution is approximately 3% as of 9/30/08. This comprised approximately 3% of the Existing Fund’s total assets as of 9/30/08. (Another 5% of the assets in Neuberger Berman Advisers Management Trust – AMT International Portfolio: S Class is proposed to be substituted into the NVIT – Gartmore NVIT International Equity Fund: Class VI.)

Shareholder approval of reliance on the discretion provided by the Manager of Managers Order (discussed in Section II.B.) was received on or about September 1, 2000.

The Section 26 Applicants believe that the Neuberger Berman Advisers Management Trust – AMT International Portfolio and the NVIT – Gartmore NVIT International Equity Fund have similar investment objectives and substantially similar policies and risks. The NVIT – Gartmore NVIT International Equity Fund must invest at least 80% of assets in securities of companies that are located in or derive a significant

83 This underlying mutual fund assesses (or reserves the right to assess) a short-term trading fee.

84 “Management Fees” includes investment management and administration fees.

85 The management fee may be adjusted: (1) by asset-level breakpoints, according to the following schedule:

86 “Other Expenses” include administrative services fees which currently are 0.15%, but which are permitted to be as high as 0.25%. The full 0.25% in administrative services fees is not reflected in “Other Expenses” at this time because the Fund does not currently sell such shares to insurance companies that charge the full amount permitted. If the full amount of administrative services fees were charged, total operating expenses would be 1.35%.

87 Neuberger Berman Management Inc. (NBMI) has undertaken through December 31, 2011 to reimburse certain operating expenses, including the compensation of NBMI and excluding taxes, interest, extraordinary expenses, brokerage commissions and transaction costs, that exceed, in the aggregate, 2.00% of the average daily net asset value of the Fund. The expense limitation agreement is contractual and any excess expenses can be repaid to NBMI within three years of the year incurred, provided such recoupment would not cause the fund to exceed its contractual expense limitation. Moreover, NBMI has voluntarily committed to reimburse certain expenses, as stated above, for an additional 0.50% of the average daily net asset value of fund to maintain the Fund’s net operating expense ratio at 1.50%. NBMI may, at it sole discretion, terminate this voluntary additional reimbursement commitment without notice. The figures in the table are based on last year’s expenses.

88 The Trust and the Adviser have entered into a written contract limiting operating expenses to 1.25% until at least May 1, 2009. This limit excludes certain Fund expenses, including any taxes, interest, brokerage fees, Rule 12b-1 fees, short-sale dividend expenses, administrative services fees, other expenses which are capitalized in accordance with generally accepted accounting principles and may exclude other non-routine expenses not incurred in the ordinary course of the Fund's business. The Trust is authorized to reimburse the Adviser for management fees previously waived and/or for expenses previously paid by the Adviser provided, however, that any reimbursements must be paid at a date not more than three years after the fiscal year in which the Adviser waived the fees or reimbursed the expenses and the reimbursements do not cause the Fund to exceed the expense limitation in the agreement. Currently, the Fund is operating below the expense limit.

portion of their earnings or revenues from foreign countries. The Neuberger Berman Advisers Management Trust – AMT International Portfolio seeks to mainly invest in foreign companies. Both portfolios allow for emerging markets investing but are not specific on allowable limits. Both portfolios also allow the use of derivatives. As of 10/31/08, the most recent date available in Morningstar Direct as of 12/3/08, the NVIT – Gartmore NVIT International Equity Fund did not hold any derivatives securities. In addition, as of 10/31/08, the Neuberger Berman Advisers Management Trust – AMT International Portfolio did not hold any derivatives securities.

This proposed Substitution will impact the following Contracts:

Separate Account	1940 Act File No.	1933 Act File No.	Contract/Class Identifier
Nationwide Variable Account-II	811-03330	002-75059	C000024495
Nationwide Variable Account-II	811-03330	033-60063	C000024502
Nationwide Variable Account-II	811-03330	033-67636	C000024501
Nationwide VLI Separate Account-4	811-08301	333-31725	C000025928
Nationwide VLI Separate Account-4	811-08301	333-31725	C000026839
Nationwide VLI Separate Account-4	811-08301	333-52615	C000025936
Nationwide VLI Separate Account-4	811-08301	333-52617	C000025932
Nationwide VLI Separate Account-4	811-08301	333-52617	C000025933
Nationwide Variable Account-9	811-08241	333-53023	C000024725
Nationwide Variable Account-9	811-08241	333-28995	C000024720
Nationwide Variable Account-9	811-08241	333-52579	C000024732
Nationwide Variable Account-9	811-08241	333-53023	C000024723
Nationwide Variable Account-9	811-08241	333-56073	C000024734
Nationwide VLI Separate Account-2	811-05311	033-42180	C000025924
Nationwide VLI Separate Account-2	811-05311	033-62795	C000025923

26. Neuberger Berman Advisers Management Trust – AMT International Portfolio: S Class replaced by NVIT – Gartmore NVIT International Equity Fund: Class VI89

	Existing Fund	Replacement Fund
	Neuberger Berman Advisers Management Trust – AMT International Portfolio: S Class	NVIT – Gartmore NVIT International Equity Fund: Class VI
Adviser:	Neuberger Berman Management Inc.	Nationwide Fund Advisors
Sub-adviser:	Neuberger Berman, LLC	Gartmore Global Partners
Investment Objective:	Long-term growth of capital by investing primarily in common stocks of foreign companies.	Long-term capital growth by investing primarily in equity securities of companies located in Europe, Australasia, the Far East and other regions, including developing countries.
Investment Strategy:	To pursue this goal, the Fund invests mainly in foreign companies of any size, including companies in developed and emerging industrialized markets. The Fund defines a foreign company as one that is organized outside of the United States and conducts the majority of its business abroad. The Fund seeks to reduce risk by diversifying among many industries. Although it has the flexibility to invest a significant portion of its assets in one country or region, it generally intends to remain well-diversified across countries and geographical regions. In picking stocks, the Portfolio Managers look for well-managed and profitable companies that show growth potential and whose stock prices are undervalued. Factors in identifying these firms may include strong fundamentals, such as attractive cash flows and balance sheets, as well as prices that are reasonable in light of projected returns. The Portfolio Managers also consider the outlooks for various countries and regions around the world, examining economic, market, social, and political conditions. The Portfolio Managers follow a disciplined selling strategy and may sell a stock when it reaches a target price, when the company's business fails to perform as expected, or when other opportunities appear more attractive. The Fund may change its goal without shareholder approval, although it does not currently intend to do so. Foreign Stocks: There are many promising opportunities for investment outside the United States. Foreign markets often respond to different factors and therefore tend to follow cycles that are different from each other. For this reason, many investors put a portion of their portfolios in foreign investments as a way of gaining further diversification. While foreign stock markets can be risky, investors gain an opportunity to add potential long-term growth. Growth vs. Value Investing: The Fund uses a blend of growth and value strategies. Value investors seek stocks trading at below market average prices based on earnings, book value, or other financial measures before other investors discover their worth. Growth investors seek companies that are already successful but may not have reached their full potential.	Under normal circumstances, the Fund invests at least 80% of the value of its net assets in equity securities issued by companies of any size, including small- and mid-cap companies, that are located in, or that derive a significant portion of their earnings or revenues from, a number of countries around the world other than the United States. Some of these countries may be considered to be emerging market countries. The Fund employs a growth style of investing, which emphasizes companies that the subadviser believes have the potential to deliver unexpected earnings. The subadviser looks for foreign markets that it believes offer the potential for strong economic growth, and assesses the valuation and growth rates both of a particular company and of the market where the company is located. It conducts proprietary research in order to form an independent perspective that provides a basis for valuing stocks. By comparing its own valuations of individual companies to those of the market, the subadviser seeks to pinpoint companies whose prospects appear different from the market’s consensus. The subadviser selects securities of companies it believes have the potential to deliver unexpected earnings and have prospects for earnings growth that the market has underestimated. The Fund also may use derivatives, such as futures and options, either as a substitute for taking a position in an underlying asset, to increase returns or as part of a hedging strategy. The Fund may engage in active and frequent trading of portfolio securities. NFA has selected Gartmore Global Partners as subadviser to manage the Fund’s portfolio on a day-to-day basis.
Principal Risks:	Most of the Fund's performance depends on what happens in international stock markets. The behavior of these markets is unpredictable, particularly in the short term. Although foreign stocks offer added diversification potential, world markets may all react in similar fashion to important economic or political developments. The value of your investment will rise and fall, sometimes sharply, and you could lose money. Foreign stocks are subject to more risks than comparable U.S. stocks. This is in part because some foreign markets are less developed and foreign governments, economies, laws (including tax laws), and securities firms may be less stable. There is also a higher chance that key information will be unavailable, incomplete, or inaccurate. As a result, foreign stocks can fluctuate more widely in price than comparable U.S. stocks, and they may also be less liquid. These risks are generally greater in emerging markets. Over a given period of time, foreign stocks may underperform U.S. stocks – sometimes for years. The Fund could also underperform if the Portfolio Managers invest in countries or regions whose economic performance falls short. In addition, investing in foreign stocks may also involve a greater risk for excessive trading due to "time-zone arbitrage." If an event occurring after the close of a foreign market, but before the time the Fund computes its current net asset value, causes a change in the price of the foreign stock and such price is not reflected in the Fund's current net asset value, some investors may attempt to take advantage of anticipated price movements in securities held by the Fund based on such pricing discrepancies. This could be harmful to long-term shareholders. Changes in currency exchange rates bring an added dimension of risk. Currency fluctuations could erase investment gains or add to investment losses. Mid- and small-cap stocks tend to be less liquid and more volatile than large-cap stocks. Any type of stock may underperform any other during a given period. With a value approach, there is also the risk that stocks may remain undervalued during a given period. This may happen because value stocks, as a category, lose favor with investors compared to growth stocks, or because of a failure to anticipate which stocks or industries would benefit from changing market or economic conditions. Because the prices of most growth stocks are based on future expectations, these stocks tend to be more sensitive than value stocks to bad economic news and negative earnings surprises. Bad economic news or changing investor perceptions can negatively affect growth stocks across several industries and sectors simultaneously. While the prices of any type of stock can rise and fall rapidly, growth stocks in particular may underperform during periods when the market favors value stocks. Other Risks: The Fund may use certain practices and invest in certain securities involving additional risks. Borrowing, securities lending, and using derivatives could create leverage, meaning that certain gains or losses could be amplified, increasing share price movements. The Fund may use derivatives for hedging and for speculation. Hedging could reduce the Fund's losses from currency fluctuations, but could also reduce its gains. In using certain derivatives to gain stock market exposure for excess cash holdings, the Fund increases its risk of loss. A derivative instrument, whether used for hedging or speculation, could fail to perform as expected, causing a loss for the Fund. When the Fund anticipates adverse market, economic, political, or other conditions, it may temporarily depart from its goal and invest substantially in high-quality short-term investments. The Fund may also invest in these investments if it receives large cash inflows. This could help the Fund avoid losses but may mean lost opportunities.	The Fund cannot guarantee that it will achieve its investment objective. As with any fund, the value of the Fund’s investments – and therefore, the value of Fund shares – may fluctuate. These changes may occur because of, among other things: Stock market risk – the Fund could lose value if the individual stocks in which it invests or overall stock markets in which such stocks trade go down. Foreign securities risk – foreign securities may be more volatile, harder to price and less liquid than U.S. securities. The prices of foreign securities may be further affected by other factors, such as changes in the exchange rates between the dollar and the currencies in which the securities are traded. Emerging markets risk – a magnification of the risks that apply to all foreign investments. These risks are greater for securities of companies in emerging market countries because the countries may have less stable governments, more volatile currencies and less established markets. Small- and mid-cap securities risk – in general, stocks of small- and mid-cap companies may be more volatile and less liquid than larger company stocks. Derivatives risk – the Fund may experience a significant loss or otherwise lose opportunities for gains if it uses certain derivatives (e.g., options, futures, forwards and forward commitments, and swap agreements) when the security prices, interest rates, currency values or other such measures underlying derivatives change in unexpected ways. In addition, derivatives may involve additional expenses, which can reduce any benefit or increase any loss to the Fund from using a derivatives strategy. Derivatives also present default risks if the counterparty to a derivatives contract fails to fulfill its obligations to the Fund. Growth style risk – growth investing involves buying stocks that have relatively high prices in relation to their earnings. Growth stocks may be more volatile than other stocks because they are generally more sensitive to investor perceptions and market movements. During periods of growth stock underperformance, the Fund’s performance may suffer and underperform other equity funds that use different investing styles. Portfolio turnover – a higher portfolio turnover rate results in higher transaction costs for the Fund, and may increase the volatility of the Fund. If the value of the Fund’s investments goes down, you may lose money.
Management Fees	1.14%90	0.98%91
12b-1 Fees	0.25%	0.25%
Other Expenses	0.17%	0.22%92
Total Gross Expenses	1.56%	1.45%
Waivers/ Reimbursements	0.00%93	N/A
Total Net Expenses	1.56%	1.45%94
Total Fund Assets by Share Class (as of 9-30-2008)	$229,826,789	$3,220,180
Performance History (as of 9-30-2008)
3 Mo.	-24.58%	-25.53%
1 Yr.	-34.56%	-28.31%
3 Yrs.	-3.68%	8.37%
5 Yrs.	N/A	15.31%
10 Yrs.	N/A	N/A

The percentage of the Neuberger Berman Advisers Management Trust – AMT International Portfolio: S Class assets that will be transferred to the NVIT – Gartmore NVIT International Equity Fund: Class III pursuant to the Substitution is approximately 5% as of 9/30/08. This comprised approximately 5% of the Existing Fund’s total assets as of 9/30/08. (Another 3% of the assets in Neuberger Berman Advisers Management Trust – AMT International Portfolio: S Class is proposed to be substituted into the NVIT – Gartmore NVIT International Equity Fund: Class VI.)

Shareholder approval of reliance on the discretion provided by the Manager of Managers Order (discussed in Section II.B.) was received on or about September 1, 2000

The Section 26 Applicants believe that the Neuberger Berman Advisers Management Trust – AMT International Portfolio and the NVIT – Gartmore NVIT International Equity Fund have similar investment objectives and substantially similar policies and risks. The NVIT – Gartmore NVIT International Equity Fund must invest at least 80% of its assets in securities of companies that are located in or derive a significant

89 This underlying mutual fund assesses (or reserves the right to assess) a short-term trading fee.

90 “Management Fees” includes investment management and administration fees.

91 The management fee may be adjusted: (1) by asset-level breakpoints, according to the following schedule:

92 “Other Expenses” include administrative services fees which currently are 0.10%, but which are permitted to be as high as 0.25%. The full 0.25% in administrative services fees is not reflected in “Other Expenses” at this time because the Fund does not currently sell such shares to insurance companies that charge the full amount permitted. If the full amount of administrative services fees were charged, total operating expenses would be 1.60%.

93 Neuberger Berman Management Inc. (NBMI) has undertaken through December 31, 2011 to reimburse certain operating expenses, including the compensation of NBMI and excluding taxes, interest, extraordinary expenses, brokerage commissions and transaction costs, that exceed, in the aggregate, 2.00% of the average daily net asset value of the Fund. The expense limitation agreement is contractual and any excess expenses can be repaid to NBMI within three years of the year incurred, provided such recoupment would not cause the fund to exceed its contractual expense limitation. Moreover, NBMI has voluntarily committed to reimburse certain expenses, as stated above, for an additional 0.50% of the average daily net asset value of fund to maintain the Fund’s net operating expense ratio at 1.50%. NBMI may, at it sole discretion, terminate this voluntary additional reimbursement commitment without notice. The figures in the table are based on last year’s expenses.

94 The Trust and the Adviser have entered into a written contract limiting operating expenses to 1.25% until at least May 1, 2009. This limit excludes certain Fund expenses, including any taxes, interest, brokerage fees, Rule 12b-1 fees, short-sale dividend expenses, administrative services fees, other expenses which are capitalized in accordance with generally accepted accounting principles and may exclude other non-routine expenses not incurred in the ordinary course of the Fund's business. The Trust is authorized to reimburse the Adviser for management fees previously waived and/or for expenses previously paid by the Adviser provided, however, that any reimbursements must be paid at a date not more than three years after the fiscal year in which the Adviser waived the fees or reimbursed the expenses and the reimbursements do not cause the Fund to exceed the expense limitation in the agreement. Currently, the Fund is operating below the expense limit.

portion of their earnings or revenues from foreign countries. The Neuberger Berman Advisers Management Trust – AMT International Portfolio seeks to mainly invest in foreign companies. Both portfolios allow for emerging markets investing but are not specific on allowable limits. Both portfolios also allow the use of derivatives. As of 8/31/08, the most recent date available in Morningstar Direct as of 12/3/08, the NVIT – Gartmore NVIT International Equity Fund did not hold any derivatives securities. In addition, as of 10/31/08, the Neuberger Berman Advisers Management Trust – AMT International Portfolio did not hold any derivatives securities.

This proposed Substitution will impact the following Contracts:

Separate Account	1940 Act File No.	1933 Act File No.	Contract/Class Identifier
Nationwide Provident VLI Separate Account 1	811-04460	033-42133	C000026802
Nationwide Provident VLI Separate Account 1	811-04460	333-82613	C000026806
Nationwide Provident VLI Separate Account A	811-08722	333-67775	C000026808
Nationwide Provident VLI Separate Account A	811-08722	333-71763	C000026803
Nationwide Provident VLI Separate Account A	811-08722	333-82611	C000026807
Nationwide Provident VLI Separate Account A	811-08722	333-84475	C000026801
Nationwide Variable Account-14	811-21205	333-104339	C000017946
Nationwide Variable Account-9	811-08241	333-79327	C000024726
Nationwide Variable Account-II	811-03330	333-103093	C000024503
Nationwide Variable Account-II	811-03330	333-103094	C000024504
Nationwide Variable Account-II	811-03330	333-103094	C000024505
Nationwide Variable Account-II	811-03330	333-103094	C000024537
Nationwide Variable Account-II	811-03330	333-103094	C000024538
Nationwide Variable Account-II	811-03330	333-103095	C000024507
Nationwide Variable Account-II	811-03330	333-103095	C000024508
Nationwide Variable Account-II	811-03330	333-104510	C000024499
Nationwide Variable Account-II	811-03330	333-104511	C000024497
Nationwide Variable Account-II	811-03330	333-104512	C000024498

Separate Account	1940 Act File No.	1933 Act File No.	Contract/Class Identifier
Nationwide Variable Account-II	811-03330	333-104513	C000024496
Nationwide Variable Account-II	811-03330	333-104513	C000068828
Nationwide Variable Account-II	811-03330	333-105992	C000024500
Nationwide VL Separate Account-G	811-21697	333-121878	C000025954
Nationwide VL Separate Account-G	811-21697	333-140608	C000047649
Nationwide VLI Separate Account-4	811-08301	333-69160	C000025937
Nationwide VLI Separate Account-4	811-08301	333-69160	C000025938
Nationwide VLI Separate Account-4	811-08301	333-83010	C000025929
Nationwide VLI Separate Account-4	811-08301	333-83010	C000025930
Nationwide VLI Separate Account-4	811-08301	333-94037	C000025934
Nationwide VLI Separate Account-4	811-08301	333-94037	C000025935
Nationwide VLI Separate Account-7	811-21610	333-117998	C000025943
Nationwide VLI Separate Account-7	811-21610	333-121879	C000025944

27. Neuberger Berman Advisers Management Trust – AMT Mid-Cap Growth Portfolio: I Class replaced by NVIT – NVIT Multi-Manager Mid Cap Growth Fund: Class I

	Existing Fund	Replacement Fund
	Neuberger Berman Advisers Management Trust – AMT Mid-Cap Growth Portfolio: I Class	NVIT – NVIT Multi-Manager Mid Cap Growth Fund: Class I
Adviser:	Neuberger Berman Management Inc.	Nationwide Fund Advisors
Sub-adviser:	Neuberger Berman, LLC	American Century Investment Management Inc. Neuberger Berman Management Inc.
Investment Objective:	Growth of capital.	Long-term capital growth.
Investment Strategy:	Mid-capitalization companies are generally defined as those companies with a total market capitalization within the market capitalization range of the Russell Midcap® Index. The Portfolio Manager employs a disciplined investment strategy when selecting growth stocks. Using fundamental research and quantitative analysis, the Portfolio Manager looks for fast growing companies with above average sales and competitive returns on equity relative to their peers. In doing so, the Portfolio Manager analyzes such factors as: • financial condition (such as debt to equity ratio) • market share and competitive leadership of the company’s products • earnings growth relative to competitors • market valuation in comparison to a stock’s own historical norms and the stocks of other mid-cap companies. The Portfolio Manager follows a disciplined selling strategy and may sell a stock when it fails to perform as expected, or when other opportunities appear more attractive. The Fund has the ability to change its goal without shareholder approval, although it does not currently intend to do so. The Fund will not alter its policy of investing at least 80% of its assets in stocks of mid-capitalization companies without providing at least 60 days’ prior notice to shareholders.	Under normal conditions, the Fund invests at least 80% of the value of its net assets in equity securities issued by mid-cap companies, utilizing a growth style of investing. In other words, the Fund seeks companies whose earnings are expected to grow consistently faster than those of other companies. Equity securities in which the Fund invests are primarily common stock, although they may include other equity securities, such as preferred stock or convertible securities. The Fund may also invest in equity securities of companies that are located outside the United States, and in derivatives, such as futures, options, swaps and other hybrid financial instruments. The Fund consists of two sleeves, or portions, managed by different subadvisers. Nationwide Fund Advisors (“NFA”) is the Fund’s investment adviser and selects the Fund’s subadvisers and monitors their performance on an ongoing basis. The subadvisers have been chosen because they approach investing in mid-cap securities in a different manner from each other, and NFA believes that diversification among securities and investment styles could increase the potential for investment return and potentially reduce risk and volatility. Pursuant to a Manager-of-Managers Exemptive Order that the Trust received from the Securities and Exchange Commission, NFA may allocate and reallocate Fund assets to or among unaffiliated subadvisers at any time, subject to the approval of the Board of Trustees of the Trust. In addition, certain subadvisers may have limits as to the amount of assets that the subadviser will manage. The two sleeves are each managed as follows: NEUBERGER BERMAN MANAGEMENT INC. (“NEUBERGER BERMAN”) – uses a disciplined investment strategy when selecting growth stocks. Using fundamental research and quantitative analysis, Neuberger Berman seeks fast-growing companies with above average sales and competitive returns on equity relative to their peers. In doing so, Neuberger Berman analyzes such factors as: * financial condition (such as debt to equity ratio); * market share and competitive leadership of the company’s products; * earnings growth relative to competitors and k market valuation in comparison to a stock’s own historical norms and the stocks of other mid-cap companies. Neuberger Berman follows a disciplined selling strategy and may sell a stock when it fails to perform as expected, or when other opportunities appear more attractive. AMERICAN CENTURY INVESTMENT MANAGEMENT, INC. (“AMERICAN CENTURY”) – using a proprietary investment strategy, American Century makes its investment decisions primarily on analysis of individual companies, rather than on broad economic forecasts, based on the belief that, over the long term, stock price movements follow growth in earnings and revenues. American Century tracks financial information for thousands of individual companies to identify and evaluate trends in earnings, revenues and other business fundamentals. The portfolio managers’ principal analytical technique involves identifying companies with earnings and revenues that are not only growing, but which are growing at an accelerating pace. This includes companies whose growth rates are negative, although less negative than in earlier periods, and companies whose growth rates are expected to accelerate. In addition to accelerating growth, American Century also considers companies demonstrating price strength relative to their peers. American Century generally does not attempt to time the market. Instead, it intends to keep its sleeve fully invested in stocks regardless of general stock price movement.
Principal Risks:	Most of the Fund’s performance depends on what happens in the stock market. The market’s behavior is unpredictable, particularly in the short term. The value of your investment will rise and fall, sometimes sharply, and you could lose money. By focusing on mid-cap stocks, the Fund is subject to their risks, including the risk its holdings may: • fluctuate more widely in price than the market as a whole • underperform other types of stocks or be difficult to sell when the economy is not robust, during market downturns, or when mid-cap stocks are out of favor. Because the prices of most growth stocks are based on future expectations, these stocks tend to be more sensitive than value stocks to bad economic news and negative earnings surprises. Bad economic news or changing investor perceptions can negatively affect growth stocks across several industries and sectors simultaneously. While the prices of any type of stock can rise and fall rapidly, growth stocks in particular may underperform during periods when the market favors value stocks. The Fund’s performance may also suffer if certain stocks or certain economic sectors emphasized do not perform as expected. To the extent that the Fund sells stocks before they reach their market peak, it may miss out on opportunities for higher performance. Through active trading, the Fund may have a high portfolio turnover rate, which can mean lower performance due to increased brokerage costs. Other Risks: The Fund may use certain practices and securities involving additional risks. Borrowing, securities lending, and using derivatives could create leverage, meaning that certain gains or losses could be amplified, increasing share price movements. In using certain derivatives to gain stock market exposure for excess cash holdings, the Fund increases its risk of loss. Although they may add diversification, foreign securities can be riskier, because foreign markets tend to be more volatile and currency exchange rates fluctuate. There may be less information available about foreign issuers than about domestic issuers. When the Fund anticipates adverse market, economic, political or other conditions, it may temporarily depart from its goal and invest substantially in high-quality short-term investments. This could help the Fund avoid losses, but may mean lost opportunities.	The Fund cannot guarantee that it will achieve its investment objective. As with any mutual fund, the value of the Fund’s investments – and therefore, the value of Fund shares – may fluctuate. These changes may occur because of: Stock market risk – the Fund could lose value if the individual stocks in which it invests or overall stock markets in which such stocks trade go down. Mid-cap risk – stocks of mid-sized companies may be more volatile and less liquid than larger company stocks. Growth style risk – growth investing involves buying stocks that have relatively high price-to-earnings ratios. Growth stocks may be more volatile than other stocks because they are generally more sensitive to investor perceptions and market movements. During periods of growth stock underperformance, the Fund’s performance may suffer and underperform other equity funds that use different investing styles. Foreign securities risk – foreign securities may be more volatile, harder to price and less liquid than U.S. securities. The prices of foreign securities may be further affected by other factors, such as changes in the exchange rates between the dollar and the currencies in which the securities are traded. Derivatives risk – derivatives can disproportionately increase losses and reduce opportunities for gains when the security prices, interest rates, currency values, or other such measures underlying derivatives change in unexpected ways. They also present default risks if the counterparty to a derivatives contract fails to fulfill its obligations to the Fund. Multi-manager risk – while NFA, as the Fund’s investment adviser, monitors each subadviser and the overall management of the Fund, each subadviser makes investment decisions independently from NFA and the other subadvisers. It is possible that the security selection process of one subadviser will not complement that of the other subadvisers. As a result, the Fund’s exposure to a given security, industry sector or market capitalization could be smaller or larger than if the Fund were managed by a single subadviser, which could affect the Fund’s performance. Portfolio turnover risk a higher portfolio turnover rate increases transaction costs and as a result may adversely impact the Fund’s performance and may increase share price volatility. If the value of the Fund’s investments goes down, you may lose money.
Management Fees	0.83%95	0.75%
12b-1 Fees	0.00%	0.00%
Other Expenses	0.10%	0.22%96
Total Gross Expenses	0.93%	0.97%97
Waivers/Reimbursements	N/A	0.07%98
Total Net Expenses	0.93%	0.90%
Total Fund Assets by Share Class (as of 9-30-2008)	$516,683,854	$4,196,844
Performance History (as of 9-30-2008)
3 Mo.	-13.99%	-16.15%
1 Yr.	-25.81%	N/A
3 Yrs.	3.34%	N/A
5 Yrs.	9.62%	N/A
10 Yrs.	6.17%	N/A

The percentage of the Existing Fund’s assets in I Class that will be transferred to the Replacement Fund pursuant to the Substitution is approximately 23% as of 9/30/08. This comprised approximately 21% of the Existing Fund’s total assets as of 9/30/08.

95 “Management Fees” includes investment management and administration fees.

96 “Other Expenses” include administrative services fees which currently are permitted to be up to 0.25%. Administrative services fees are estimated to be 0.07% during the current fiscal year ending December 31, 2008. The full 0.25% in administrative services fees is not reflected in “Other Expenses” at this time because the Fund does not anticipate selling shares to insurance companies that charge the full amount permitted.

97 Expenses are estimated based on the Fund’s projected net assets for 2008.

98 The Trust and the Adviser have entered into a written contract limiting operating expenses to 0.83% until at least May 1, 2009. This limit excludes certain Fund expenses, including any taxes, interest, brokerage fees, Rule 12b-1 fees, short-sale dividend expenses, administrative services fees, other expenses which are capitalized in accordance with generally accepted accounting principles and may exclude other non-routine expenses not incurred in the ordinary course of the Fund’s business. The Trust is authorized to reimburse the Adviser for management fees previously waived and/or for expenses previously paid by the Adviser, provided however, that any reimbursements must be paid at a date not more than three years after the fiscal year in which the Adviser waived the fees or reimbursed the expenses and the reimbursements do not cause the Fund to exceed the expense limitation in the agreement.

8/31/08, the most recent date available in Morningstar Direct as of 12/3/08, the NVIT – NVIT Multi-Manager Mid Cap Growth Fund did not hold any derivatives securities, but did hold 4% of its net assets in foreign securities. In addition, as of 10/31/08, the Neuberger Berman Advisers Management Trust – AMT Mid-Cap Growth Portfolio did not hold any derivatives securities, but did hold 2% of its net assets in foreign securities.

This proposed Substitution will impact the following Contracts:

Separate Account	1940 Act File No.	1933 Act File No.	Contract/Class Identifier
Nationwide Provident VLI Separate Account 1	811-04460	033-42133	C000026802
Nationwide Provident VLI Separate Account 1	811-04460	333-82613	C000026806
Nationwide Provident VLI Separate Account A	811-08722	333-67775	C000026808
Nationwide Provident VLI Separate Account A	811-08722	333-71763	C000026803
Nationwide Provident VLI Separate Account A	811-08722	333-82611	C000026807
Nationwide Provident VLI Separate Account A	811-08722	333-84475	C000026801
Nationwide Variable Account-14	811-21205	333-104339	C000017946
Nationwide Variable Account-9	811-08241	333-28995	C000024720
Nationwide Variable Account-9	811-08241	333-28995	C000024727
Nationwide Variable Account-9	811-08241	333-28995	C000024728
Nationwide Variable Account-9	811-08241	333-28995	C000024730
Nationwide Variable Account-9	811-08241	333-52579	C000024732
Nationwide Variable Account-9	811-08241	333-53023	C000024723
Nationwide Variable Account-9	811-08241	333-53023	C000024724
Nationwide Variable Account-9	811-08241	333-53023	C000024725
Nationwide Variable Account-9	811-08241	333-56073	C000024721
Nationwide Variable Account-9	811-08241	333-56073	C000024734
Nationwide Variable Account-9	811-08241	333-79327	C000024726
Nationwide VLI Separate Account-4	811-08301	333-31725	C000025928
Nationwide VLI Separate Account-4	811-08301	333-31725	C000026839
Nationwide VLI Separate Account-4	811-08301	333-52615	C000025936
Nationwide VLI Separate Account-4	811-08301	333-52617	C000025932
Nationwide VLI Separate Account-4	811-08301	333-52617	C000025933
Separate Account	1940 Act File No.	1933 Act File No.	Contract/Class Identifier
Nationwide VLI Separate Account-4	811-08301	333-69160	C000025937
Nationwide VLI Separate Account-4	811-08301	333-69160	C000025938
Nationwide VLI Separate Account-4	811-08301	333-83010	C000025929
Nationwide VLI Separate Account-4	811-08301	333-83010	C000025930
Nationwide VLI Separate Account-4	811-08301	333-94037	C000025934
Nationwide VLI Separate Account-4	811-08301	333-94037	C000025935

28. Neuberger Berman Advisers Management Trust – AMT Mid-Cap Growth Portfolio: S Class replaced by NVIT – NVIT Multi-Manager Mid Cap Growth Fund: Class I

	Existing Fund	Replacement Fund
	Neuberger Berman Advisers Management Trust – AMT Mid-Cap Growth Portfolio: S Class	NVIT – NVIT Multi-Manager Mid Cap Growth Fund: Class I
Adviser:	Neuberger Berman Management Inc.	Nationwide Fund Advisors
Sub-adviser:	Neuberger Berman, LLC	American Century Investment Management Inc. Neuberger Berman Management Inc.
Investment Objective:	Growth of capital.	Long-term capital growth.
Investment Strategy:	To pursue this goal, the Fund normally invests at least 80% of its net assets, plus the amount of any borrowings for investment purposes, in common stocks of mid-capitalization companies, which it defines as those with a total market capitalization within the market capitalization range of the Russell Midcap® Index at the time of purchase. The market capitalization range of the Russell Midcap Index will fluctuate with changes in market conditions and changes in composition of the Index. As of December 31, 2007, the market capitalization range of the Russell Midcap Index was approximately between $479 million and $42.1 billion. The Fund may continue to hold or add to a position in a stock after the issuer is no longer in the capitalization range of the Russell Midcap Index. The Fund seeks to reduce risk by diversifying among many companies, sectors and industries. The Portfolio Manager employs a disciplined investment strategy when selecting growth stocks. Using fundamental research and quantitative analysis, the Portfolio Manager looks for fast growing companies with above average sales and competitive returns on equity relative to their peers. In doing so, the Portfolio Manager analyzes such factors as: • financial condition (such as debt to equity ratio) • market share and competitive leadership of the company’s products • earnings growth relative to competitors • market valuation in comparison to a stock’s own historical norms and the stocks of other mid-cap companies. The Portfolio Manager follows a disciplined selling strategy and may sell a stock when the company’s business fails to perform as expected, or when other opportunities appear more attractive. The Fund may change its goal without shareholder approval, although it does not currently intend to do so. The Fund will not change its strategy of normally investing at least 80% of its net assets, plus the amount of any borrowings for investment purposes, in mid-capitalization companies without providing shareholders at least 60 days’ advance notice.	Under normal conditions, the Fund invests at least 80% of the value of its net assets in equity securities issued by mid-cap companies, utilizing a growth style of investing. In other words, the Fund seeks companies whose earnings are expected to grow consistently faster than those of other companies. Equity securities in which the Fund invests are primarily common stock, although they may include other equity securities, such as preferred stock or convertible securities. The Fund may also invest in equity securities of companies that are located outside the United States, and in derivatives, such as futures, options, swaps and other hybrid financial instruments. The Fund consists of two sleeves, or portions, managed by different subadvisers. Nationwide Fund Advisors (“NFA”) is the Fund’s investment adviser and selects the Fund’s subadvisers and monitors their performance on an ongoing basis. The subadvisers have been chosen because they approach investing in mid-cap securities in a different manner from each other, and NFA believes that diversification among securities and investment styles could increase the potential for investment return and potentially reduce risk and volatility. Pursuant to a Manager-of-Managers Exemptive Order that the Trust received from the Securities and Exchange Commission, NFA may allocate and reallocate Fund assets to or among unaffiliated subadvisers at any time, subject to the approval of the Board of Trustees of the Trust. In addition, certain subadvisers may have limits as to the amount of assets that the subadviser will manage. The two sleeves are each managed as follows: NEUBERGER BERMAN MANAGEMENT INC. (“NEUBERGER BERMAN”) – uses a disciplined investment strategy when selecting growth stocks. Using fundamental research and quantitative analysis, Neuberger Berman seeks fast-growing companies with above average sales and competitive returns on equity relative to their peers. In doing so, Neuberger Berman analyzes such factors as: * financial condition (such as debt to equity ratio); * market share and competitive leadership of the company’s products; * earnings growth relative to competitors and k market valuation in comparison to a stock’s own historical norms and the stocks of other mid-cap companies. Neuberger Berman follows a disciplined selling strategy and may sell a stock when it fails to perform as expected, or when other opportunities appear more attractive. AMERICAN CENTURY INVESTMENT MANAGEMENT, INC. (“AMERICAN CENTURY”) – using a proprietary investment strategy, American Century makes its investment decisions primarily on analysis of individual companies, rather than on broad economic forecasts, based on the belief that, over the long term, stock price movements follow growth in earnings and revenues. American Century tracks financial information for thousands of individual companies to identify and evaluate trends in earnings, revenues and other business fundamentals. The portfolio managers’ principal analytical technique involves identifying companies with earnings and revenues that are not only growing, but which are growing at an accelerating pace. This includes companies whose growth rates are negative, although less negative than in earlier periods, and companies whose growth rates are expected to accelerate. In addition to accelerating growth, American Century also considers companies demonstrating price strength relative to their peers. American Century generally does not attempt to time the market. Instead, it intends to keep its sleeve fully invested in stocks regardless of general stock price movement.
Principal Risks:	Most of the Fund’s performance depends on what happens in the stock market. The market’s behavior is unpredictable, particularly in the short term. The value of your investment may fall, sometimes sharply, and you could lose money. By focusing on mid-cap stocks, the Fund is subject to their risks, including the risk its holdings may: • fluctuate more widely in price than the market as a whole • underperform other types of stocks or be difficult to sell when the economy is not robust, during market downturns, or when mid-cap stocks are out of favor. Because the prices of most growth stocks are based on future expectations, these stocks tend to be more sensitive than value stocks to bad economic news and negative earnings surprises. Bad economic news or changing investor perceptions can negatively affect growth stocks across several industries and sectors simultaneously.While the price of any type of stock can rise and fall rapidly, growth stocks in particular may underperform during periods when the market favors value stocks. The Fund’s performance may also suffer if certain stocks or certain economic sectors it emphasizes do not perform as expected. To the extent that the Fund sells stocks before they reach their market peak, it may miss out on opportunities for higher performance. Through active trading, the Fund may have a high portfolio turnover rate, which can mean lower performance due to increased brokerage costs. Other Risks: The Fund may use certain practices and invest in certain securities involving additional risks. Borrowing, securities lending, and using derivatives could create leverage, meaning that certain gains or losses could be amplified, increasing share price movements. In using certain derivatives to gain stock market exposure for excess cash holdings, the Fund increases its risk of loss. Although they may add diversification, foreign securities can be riskier, because foreign markets tend to be more volatile and currency exchange rates fluctuate. There may be less information available about foreign issuers than about domestic issuers. When the Fund anticipates adverse market, economic, political or other conditions, it may temporarily depart from its goal and invest substantially in high-quality short-term investments. This could help the Fund avoid losses, but may mean lost opportunities.	The Fund cannot guarantee that it will achieve its investment objective. As with any mutual fund, the value of the Fund’s investments – and therefore, the value of Fund shares – may fluctuate. These changes may occur because of: Stock market risk – the Fund could lose value if the individual stocks in which it invests or overall stock markets in which such stocks trade go down. Mid-cap risk – stocks of mid-sized companies may be more volatile and less liquid than larger company stocks. Growth style risk – growth investing involves buying stocks that have relatively high price-to-earnings ratios. Growth stocks may be more volatile than other stocks because they are generally more sensitive to investor perceptions and market movements. During periods of growth stock underperformance, the Fund’s performance may suffer and underperform other equity funds that use different investing styles. Foreign securities risk – foreign securities may be more volatile, harder to price and less liquid than U.S. securities. The prices of foreign securities may be further affected by other factors, such as changes in the exchange rates between the dollar and the currencies in which the securities are traded. Derivatives risk – derivatives can disproportionately increase losses and reduce opportunities for gains when the security prices, interest rates, currency values, or other such measures underlying derivatives change in unexpected ways. They also present default risks if the counterparty to a derivatives contract fails to fulfill its obligations to the Fund. Multi-manager risk – while NFA, as the Fund’s investment adviser, monitors each subadviser and the overall management of the Fund, each subadviser makes investment decisions independently from NFA and the other subadvisers. It is possible that the security selection process of one subadviser will not complement that of the other subadvisers. As a result, the Fund’s exposure to a given security, industry sector or market capitalization could be smaller or larger than if the Fund were managed by a single subadviser, which could affect the Fund’s performance. Portfolio turnover risk a higher portfolio turnover rate increases transaction costs and as a result may adversely impact the Fund’s performance and may increase share price volatility. If the value of the Fund’s investments goes down, you may lose money.
Management Fees	0.82%99	0.75%
12b-1 Fees	0.25%	0.00%
Other Expenses	0.07%	0.22%100
Total Gross Expenses	1.14%	0.97%101
Waivers/Reimbursements	N/A102	0.07%103
Total Net Expenses	1.14%	0.90%
Total Fund Assets by Share Class (as of 9-30-2008)	$53,941,064	$4,196,844
Performance History (as of 9-30-2008)
3 Mo.	-14.07%	-16.15%
1 Yr.	-26.02%	N/A
3 Yrs.	3.09%	N/A
5 Yrs.	9.36%	N/A
10 Yrs.	5.89%	N/A

The percentage of the Existing Fund’s assets in S Class that will be transferred to the Replacement Fund pursuant to the Substitution is approximately 1% as of 9/30/08. This comprised approximately 0.1% of the Existing Fund’s total assets as of 9/30/08. (Another 2% of the Neuberger Berman Advisers Management Trust – AMT Mid-Cap Growth Portfolio: S Class is proposed to be substituted into the NVIT – NVIT Multi-Manager Mid Cap Growth Fund: Class II.)

99 “Management Fees” includes investment management and administration fees.

100 “Other Expenses” include administrative services fees which currently are permitted to be up to 0.25% Administrative services fees are estimated to be 0.07% during the current fiscal year ending December 31, 2008. The full 0.25% in administrative services fees is not reflected in “Other Expenses” at this time because the Fund does not anticipate selling shares to insurance companies that charge the full amount permitted.

101 Expenses are estimated based on the Fund’s projected net assets for 2008.

102 Neuberger Berman Management Inc. (NBMI) has contractually undertaken to limit the expenses of S Class shares through December 31, 2011 by reimbursing the Fund for its total operating expenses, including compensation to NBMI, but excluding taxes, interest, extraordinary expenses, transaction costs and brokerage commissions, that exceed, in the aggregate, 1.25% per annum of the Class’s average daily net asset value. The Fund has in turn contractually undertaken to repay NBMI from S Class assets for the excess operating expenses borne by NBMI, so long as the Class’s annual operating expenses during that period (exclusive of taxes, interest, extraordinary expenses and brokerage commissions) does not exceed 1.25% per year of the Class’s average daily net assets, and further provided that the reimbursements are made within three years after the year in which NBMI incurred the expense. The figures in the table are based on last year’s expenses.

103 The Trust and the Adviser have entered into a written contract limiting operating expenses to 0.83% until at least May 1, 2009. This limit excludes certain Fund expenses, including any taxes, interest, brokerage fees, Rule 12b-1 fees, short-sale dividend expenses, administrative services fees, other expenses which are capitalized in accordance with generally accepted accounting principles and may exclude other non-routine expenses not incurred in the ordinary course of the Fund’s business. The Trust is authorized to reimburse the Adviser for management fees previously waived and/or for expenses previously paid by the Adviser, provided however, that any reimbursements must be paid at a date not more than three years after the fiscal year in which the Adviser waived the fees or reimbursed the expenses and the reimbursements do not cause the Fund to exceed the expense limitation in the agreement.

The Section 26 Applicants believe that the Neuberger Berman Advisers Management Trust – AMT Mid-Cap Growth Portfolio and the NVIT – NVIT Multi-Manager Mid Cap Growth Fund have similar investment objectives and substantially similar policies and risks. Both the Neuberger Berman Advisers Management Trust – AMT Mid-Cap Growth Portfolio and the NVIT – NVIT Multi-Manager Mid Cap Growth Fund state that they will invest at least 80% of assets in mid cap stocks. Each of the portfolios allows for the use of foreign securities, derivatives and synthetic instruments, preferred securities, and convertible securities without specific limitations. As of 8/31/08, the most recent date available in Morningstar Direct as of 12/3/08, the NVIT – NVIT Multi-Manager Mid Cap Growth Fund did not hold any derivatives securities, but did hold 4% of its net assets in foreign securities. In addition, as of 10/31/08, the Neuberger Berman Advisers Management Trust – AMT Mid-Cap Growth Portfolio did not hold any derivatives securities, but did hold 2% of its net assets in foreign securities.

This proposed Substitution will impact the following Contracts:

Separate Account	1940 Act File No.	1933 Act File No.	Contract/Class Identifier
Nationwide VLI Separate Account-2	811-05311	033-42180	C000025924
Nationwide VLI Separate Account-2	811-05311	033-62795	C000025923

29. Neuberger Berman Advisers Management Trust – AMT Mid-Cap Growth Portfolio: S Class replaced by NVIT – NVIT Multi-Manager Mid Cap Growth Fund: Class II

	Existing Fund	Replacement Fund
	Neuberger Berman Advisers Management Trust – AMT Mid-Cap Growth Portfolio: S Class	NVIT – NVIT Multi-Manager Mid Cap Growth Fund: Class II
Adviser:	Neuberger Berman Management Inc.	Nationwide Fund Advisors
Sub-adviser:	Neuberger Berman, LLC	American Century Investment Management Inc. Neuberger Berman Management Inc.
Investment Objective:	Growth of capital.	Long-term capital growth.
Investment Strategy:	To pursue this goal, the Fund normally invests at least 80% of its net assets, plus the amount of any borrowings for investment purposes, in common stocks of mid-capitalization companies, which it defines as those with a total market capitalization within the market capitalization range of the Russell Midcap® Index at the time of purchase. The market capitalization range of the Russell Midcap Index will fluctuate with changes in market conditions and changes in composition of the Index. As of December 31, 2007, the market capitalization range of the Russell Midcap Index was approximately between $479 million and $42.1 billion. The Fund may continue to hold or add to a position in a stock after the issuer is no longer in the capitalization range of the Russell Midcap Index. The Fund seeks to reduce risk by diversifying among many companies, sectors and industries. The Portfolio Manager employs a disciplined investment strategy when selecting growth stocks. Using fundamental research and quantitative analysis, the Portfolio Manager looks for fast growing companies with above average sales and competitive returns on equity relative to their peers. In doing so, the Portfolio Manager analyzes such factors as: • financial condition (such as debt to equity ratio) • market share and competitive leadership of the company’s products • earnings growth relative to competitors • market valuation in comparison to a stock’s own historical norms and the stocks of other mid-cap companies. The Portfolio Manager follows a disciplined selling strategy and may sell a stock when the company’s business fails to perform as expected, or when other opportunities appear more attractive. The Fund may change its goal without shareholder approval, although it does not currently intend to do so. The Fund will not change its strategy of normally investing at least 80% of its net assets, plus the amount of any borrowings for investment purposes, in mid-capitalization companies without providing shareholders at least 60 days’ advance notice.	Under normal conditions, the Fund invests at least 80% of the value of its net assets in equity securities issued by mid-cap companies, utilizing a growth style of investing. In other words, the Fund seeks companies whose earnings are expected to grow consistently faster than those of other companies. Equity securities in which the Fund invests are primarily common stock, although they may include other equity securities, such as preferred stock or convertible securities. The Fund may also invest in equity securities of companies that are located outside the United States, and in derivatives, such as futures, options, swaps and other hybrid financial instruments. The Fund consists of two sleeves, or portions, managed by different subadvisers. Nationwide Fund Advisors (“NFA”) is the Fund’s investment adviser and selects the Fund’s subadvisers and monitors their performance on an ongoing basis. The subadvisers have been chosen because they approach investing in mid-cap securities in a different manner from each other, and NFA believes that diversification among securities and investment styles could increase the potential for investment return and potentially reduce risk and volatility. Pursuant to a Manager-of-Managers Exemptive Order that the Trust received from the Securities and Exchange Commission, NFA may allocate and reallocate Fund assets to or among unaffiliated subadvisers at any time, subject to the approval of the Board of Trustees of the Trust. In addition, certain subadvisers may have limits as to the amount of assets that the subadviser will manage. The two sleeves are each managed as follows: NEUBERGER BERMAN MANAGEMENT INC. (“NEUBERGER BERMAN”) – uses a disciplined investment strategy when selecting growth stocks. Using fundamental research and quantitative analysis, Neuberger Berman seeks fast-growing companies with above average sales and competitive returns on equity relative to their peers. In doing so, Neuberger Berman analyzes such factors as: * financial condition (such as debt to equity ratio); * market share and competitive leadership of the company’s products; * earnings growth relative to competitors and k market valuation in comparison to a stock’s own historical norms and the stocks of other mid-cap companies. Neuberger Berman follows a disciplined selling strategy and may sell a stock when it fails to perform as expected, or when other opportunities appear more attractive. AMERICAN CENTURY INVESTMENT MANAGEMENT, INC. (“AMERICAN CENTURY”) – using a proprietary investment strategy, American Century makes its investment decisions primarily on analysis of individual companies, rather than on broad economic forecasts, based on the belief that, over the long term, stock price movements follow growth in earnings and revenues. American Century tracks financial information for thousands of individual companies to identify and evaluate trends in earnings, revenues and other business fundamentals. The portfolio managers’ principal analytical technique involves identifying companies with earnings and revenues that are not only growing, but which are growing at an accelerating pace. This includes companies whose growth rates are negative, although less negative than in earlier periods, and companies whose growth rates are expected to accelerate. In addition to accelerating growth, American Century also considers companies demonstrating price strength relative to their peers. American Century generally does not attempt to time the market. Instead, it intends to keep its sleeve fully invested in stocks regardless of general stock price movement.
Principal Risks:	Most of the Fund’s performance depends on what happens in the stock market. The market’s behavior is unpredictable, particularly in the short term. The value of your investment may fall, sometimes sharply, and you could lose money. By focusing on mid-cap stocks, the Fund is subject to their risks, including the risk its holdings may: • fluctuate more widely in price than the market as a whole • underperform other types of stocks or be difficult to sell when the economy is not robust, during market downturns, or when mid-cap stocks are out of favor. Because the prices of most growth stocks are based on future expectations, these stocks tend to be more sensitive than value stocks to bad economic news and negative earnings surprises. Bad economic news or changing investor perceptions can negatively affect growth stocks across several industries and sectors simultaneously.While the price of any type of stock can rise and fall rapidly, growth stocks in particular may underperform during periods when the market favors value stocks. The Fund’s performance may also suffer if certain stocks or certain economic sectors it emphasizes do not perform as expected. To the extent that the Fund sells stocks before they reach their market peak, it may miss out on opportunities for higher performance. Through active trading, the Fund may have a high portfolio turnover rate, which can mean lower performance due to increased brokerage costs. Other Risks: The Fund may use certain practices and invest in certain securities involving additional risks. Borrowing, securities lending, and using derivatives could create leverage, meaning that certain gains or losses could be amplified, increasing share price movements. In using certain derivatives to gain stock market exposure for excess cash holdings, the Fund increases its risk of loss. Although they may add diversification, foreign securities can be riskier, because foreign markets tend to be more volatile and currency exchange rates fluctuate. There may be less information available about foreign issuers than about domestic issuers. When the Fund anticipates adverse market, economic, political or other conditions, it may temporarily depart from its goal and invest substantially in high-quality short-term investments. This could help the Fund avoid losses, but may mean lost opportunities.	The Fund cannot guarantee that it will achieve its investment objective. As with any mutual fund, the value of the Fund’s investments – and therefore, the value of Fund shares – may fluctuate. These changes may occur because of: Stock market risk – the Fund could lose value if the individual stocks in which it invests or overall stock markets in which such stocks trade go down. Mid-cap risk – stocks of mid-sized companies may be more volatile and less liquid than larger company stocks. Growth style risk – growth investing involves buying stocks that have relatively high price-to-earnings ratios. Growth stocks may be more volatile than other stocks because they are generally more sensitive to investor perceptions and market movements. During periods of growth stock underperformance, the Fund’s performance may suffer and underperform other equity funds that use different investing styles. Foreign securities risk – foreign securities may be more volatile, harder to price and less liquid than U.S. securities. The prices of foreign securities may be further affected by other factors, such as changes in the exchange rates between the dollar and the currencies in which the securities are traded. Derivatives risk – derivatives can disproportionately increase losses and reduce opportunities for gains when the security prices, interest rates, currency values, or other such measures underlying derivatives change in unexpected ways. They also present default risks if the counterparty to a derivatives contract fails to fulfill its obligations to the Fund. Multi-manager risk – while NFA, as the Fund’s investment adviser, monitors each subadviser and the overall management of the Fund, each subadviser makes investment decisions independently from NFA and the other subadvisers. It is possible that the security selection process of one subadviser will not complement that of the other subadvisers. As a result, the Fund’s exposure to a given security, industry sector or market capitalization could be smaller or larger than if the Fund were managed by a single subadviser, which could affect the Fund’s performance. Portfolio turnover risk a higher portfolio turnover rate increases transaction costs and as a result may adversely impact the Fund’s performance and may increase share price volatility. If the value of the Fund’s investments goes down, you may lose money.
Management Fees	0.82%104	0.75%
12b-1 Fees	0.25%	0.25%
Other Expenses	0.07%	0.22%105
Total Gross Expenses	1.14%	1.22%106
Waivers/Reimbursements	N/A107	0.08%108
Total Net Expenses	1.14%	1.14%
Total Fund Assets by Share Class (as of 9-30-2008)	$53,941,064	$101,929,945
Performance History (as of 9-30-2008)
3 Mo.	-14.07%	-16.27%
1 Yr.	-26.02%	N/A
3 Yrs.	3.09%	N/A
5 Yrs.	9.36%	N/A
10 Yrs.	5.89	N/A

The percentage of the Existing Fund’s assets in S Class that will be transferred to the Replacement Fund pursuant to the Substitution is approximately 17% as of 9/30/08. This comprised approximately 2% of the Existing Fund’s total assets as of 9/30/08. (Another 0.1% of the Neuberger Berman Advisers Management Trust – AMT Mid-Cap Growth Portfolio: S Class is proposed to be substituted into the NVIT – NVIT Multi-Manager Mid Cap Growth Fund: Class I.)

104 “Management Fees” includes investment management and administration fees.

105 “Other Expenses” include administrative services fees which currently are permitted to be up to 0.25% Administrative services fees are estimated to be 0.07% during the current fiscal year ending December 31, 2008. The full 0.25% in administrative services fees is not reflected in “Other Expenses” at this time because the Fund does not anticipate selling shares to insurance companies that charge the full amount permitted.

106 Expenses are estimated based on the Fund’s projected net assets for 2008.

107 Neuberger Berman Management Inc. (NBMI) has contractually undertaken to limit the expenses of S Class shares through December 31, 2011 by reimbursing the Fund for its total operating expenses, including compensation to NBMI, but excluding taxes, interest, extraordinary expenses, transaction costs and brokerage commissions, that exceed, in the aggregate, 1.25% per annum of the Class’s average daily net asset value. The Fund has in turn contractually undertaken to repay NBMI from S Class assets for the excess operating expenses borne by NBMI, so long as the Class’s annual operating expenses during that period (exclusive of taxes, interest, extraordinary expenses and brokerage commissions) does not exceed 1.25% per year of the Class’s average daily net assets, and further provided that the reimbursements are made within three years after the year in which NBMI incurred the expense. The figures in the table are based on last year’s expenses.

108 The Trust and the Adviser have entered into a written contract limiting operating expenses to 0.83% until at least May 1, 2009. This limit excludes certain Fund expenses, including any taxes, interest, brokerage fees, Rule 12b-1 fees, short-sale dividend expenses, administrative services fees, other expenses which are capitalized in accordance with generally accepted accounting principles and may exclude other non-routine expenses not incurred in the ordinary course of the Fund’s business. The Trust is authorized to reimburse the Adviser for management fees previously waived and/or for expenses previously paid by the Adviser, provided however, that any reimbursements must be paid at a date not more than three years after the fiscal year in which the Adviser waived the fees or reimbursed the expenses and the reimbursements do not cause the Fund to exceed the expense limitation in the agreement. The Waivers/Reimbursements reflected above also reflect a 0.01% contractual waiver that is expected to be implemented on or around July 1, 2008.

This proposed Substitution will impact the following Contracts:

Separate Account	1940 Act File No.	1933 Act File No.	Contract/Class Identifier
Nationwide Variable Account-II	811-03330	333-103093	C000024503
Nationwide Variable Account-II	811-03330	333-103094	C000024504
Nationwide Variable Account-II	811-03330	333-103094	C000024537
Nationwide Variable Account-II	811-03330	333-103094	C000024538
Nationwide Variable Account-II	811-03330	333-103095	C000024507
Nationwide Variable Account-II	811-03330	333-103095	C000024508
Nationwide Variable Account-II	811-03330	333-104510	C000024499
Nationwide Variable Account-II	811-03330	333-104511	C000024497
Nationwide Variable Account-II	811-03330	333-104512	C000024498
Nationwide Variable Account-II	811-03330	333-104513	C000024496
Nationwide Variable Account-II	811-03330	333-105992	C000024500

30. Neuberger Berman Advisers Management Trust – AMT Partners Portfolio: I Class replaced by NVIT – Neuberger Berman NVIT Multi Cap Opportunities Fund: Class I

	Existing Fund	Replacement Fund
	Neuberger Berman Advisers Management Trust – AMT Partners Portfolio: I Class	NVIT – Neuberger Berman NVIT Multi Cap Opportunities Fund: Class I
Adviser:	Neuberger Berman Management Inc.	Nationwide Fund Advisors
Sub-adviser:	Neuberger Berman, LLC	Neuberger Berman Management Inc.
Investment Objective:	Growth of capital.	Long-term capital growth.
Investment Strategy:	To pursue this goal, the Fund invests mainly in common stocks of mid- to large-capitalization companies. The Fund seeks to reduce risk by diversifying among many companies and industries. The Portfolio Manager looks for well-managed companies with strong balance sheets whose stock prices are undervalued. Factors in identifying these firms may include: • historical low valuation • strong fundamentals, such as a company’s financial, operational, and competitive positions • relatively high operating profit margins and returns. The Portfolio Manager may also look for other characteristics in a company, such as a strong market position relative to competitors, a high level of stock ownership among management, and a recent sharp decline in stock price that appears to be the result of a short-term market overreaction to negative news. The Portfolio Manager follows a disciplined selling strategy and may sell a stock when it reaches a target price, fails to perform as expected, or when other opportunities appear more attractive. While the Fund invests primarily in domestic stocks, it may also invest in stocks of foreign companies. The Fund may change its goal without shareholder approval, although it does not currently intend to do so. Mid- and Large-Cap Stocks: Mid-cap stocks have historically performed more like small-caps than like large-caps. Their prices can rise and fall substantially, although many have the potential to offer attractive long-term returns. Large-cap companies are usually well established. Compared to mid-cap companies, they may be less responsive to change, but their returns have sometimes led those of mid-cap companies, often with lower volatility. Foreign Stocks: There are many promising opportunities for investment outside the United States. Foreign markets often respond to different factors and therefore tend to follow cycles that are different from each other. For this reason, many investors put a portion of their portfolios in foreign investments as a way of gaining further diversification. While foreign stock markets can be risky, investors gain an opportunity to add potential long-term growth. Value Investing: At any given time, there are companies whose stock prices are below the market average, based on earnings, book value, or other financial measures. The value investor examines these companies, searching for those that may rise in price when other investors realize their worth.	Under normal conditions, the Fund invests primarily in equity securities issued by mid- to large-cap companies that, in the opinion of the subadviser, exhibit characteristics that are consistent with a value style of investing. Equity securities in which the Fund invests are primarily common stock, although they may include other equity securities, such as preferred stock or convertible securities. The Fund may also invest in equity securities of companies that are located outside the United States. The Fund seeks to reduce risk by diversifying among many companies and industries, and in derivatives, such as futures, options, swaps and other hybrid financial instruments. The Fund’s subadviser looks for well-managed companies with strong balance sheets whose stock prices are undervalued. Factors in identifying such companies may include: · historical low valuation; · strong fundamentals, such as a company’s financial, operational and competitive positions and · relatively high operating profit margins and returns. The subadviser may also look for other characteristics in a company, such as a strong market position relative to competitors, a high level of stock ownership among management, and a recent sharp decline in stock price that appears to result from short-term market overreaction to negative news. The Fund’s subadviser follows a disciplined selling strategy and may sell a stock when it reaches a target price, fails to perform as expected, or when other opportunities appear more attractive.
Principal Risks:	MAIN RISKS Most of the Fund's performance depends on what happens in the stock market. The market's behavior is unpredictable, particularly in the short term. The value of your investment will rise and fall, sometimes sharply, and you could lose money. To the extent that the Fund emphasizes mid- or large-cap stocks, it takes on the associated risks. Mid-cap stocks tend to be more volatile than large-cap stocks and are usually more sensitive to economic, political, regulatory and market factors. At any given time, one or both groups of stocks may be out of favor with investors. The Fund's value investing approach may dictate an emphasis on certain sectors of the market at any given time. To the extent the Fund invests more heavily in one sector, it thereby presents a more concentrated risk. A sector may have above average performance during particular periods, but individual sectors also tend to move up and down more than the broader market. The several industries that comprise a sector may all react in the same way to economic, political and regulatory events. The Fund's performance may also suffer if a sector does not perform as expected. The Fund may invest in international stock markets. The behavior of these markets is unpredictable, particularly in the short term. Although foreign stocks offer added diversification potential, world markets may all react in similar fashion to important economic or political developments. Foreign stocks are subject to more risks than comparable U.S. stocks. This is in part because some foreign markets are less developed and foreign governments, economies, laws (including tax laws), and securities firms may be less stable. There is also a higher chance that key information will be unavailable, incomplete, or inaccurate. As a result, foreign stocks can fluctuate more widely in price than comparable U.S. stocks and they may also be less liquid. In addition, investing in foreign stocks may also involve a greater risk for excessive trading due to “time-zone arbitrage”. If an event occurring after the close of a foreign market, but before the time the Fund computes its current net asset value, causes a change in the price of the foreign stock and such price is not reflected in the Fund’s current net asset value, investors may attempt to take advantage of anticipated price movements in securities held by the Fund based on such pricing discrepancies. Changes in currency exchange rates bring an added dimension of risk. Currency fluctuations could erase investment gains or add to investment losses. With a value approach, there is also the risk that stocks may remain undervalued during a given period. This may happen because value stocks, as a category, lose favor with investors compared to growth stocks, or because of a failure to anticipate which stocks or industries would benefit from changing market or economic conditions. The Fund's performance may also suffer if certain stocks or certain economic sectors it emphasizes do not perform as expected. To the extent that the Fund sells stocks before they reach their market peak, it may miss out on opportunities for higher performance. Through active trading, the Fund may have a high portfolio turnover rate, which can mean lower performance due to increased brokerage costs. Other Risks The Fund may use certain practices and invest in certain securities involving additional risks. Borrowing, securities lending, and using derivatives could create leverage, meaning that certain gains or losses could be amplified, increasing share price movements. In using certain derivatives to gain stock market exposure for excess cash holdings, the Fund increases its risk of loss. When the Fund anticipates adverse market, economic, political or other conditions, it may temporarily depart from its goal and invest substantially in high-quality short-term investments. This could help the Fund avoid losses, but may mean lost opportunities.	The Fund cannot guarantee that it will achieve its investment objective. As with any mutual fund, the value of the Fund’s investments – and therefore, the value of Fund shares – may fluctuate. These changes may occur because of: Stock market risk – the Fund could lose value if the individual stocks in which it invests or overall stock markets in which such stocks trade go down. Mid-cap risk – stocks of mid-sized companies may be more volatile and less liquid than larger company stocks. Value style risk – over time, a value investing style may go in and out of favor, causing the Fund to sometimes underperform other funds that use different investing styles. Value stocks can react differently to issuer, political, market and economic developments than the market overall and other types of stocks. In addition, the Fund’s value approach carries the risk that the market will not recognize a security’s intrinsic value for a long time or that a stock judged to be undervalued may actually be appropriately priced. Foreign securities risk – foreign securities may be more volatile, harder to price and less liquid than U.S. securities. The prices of foreign securities may be further affected by other factors, such as changes in the exchange rates between the dollar and the currencies in which the securities are traded. Derivatives risk – derivatives can disproportionately increase losses and reduce opportunities for gains when the security prices, interest rates, currency values, or other such measures underlying derivatives change in unexpected ways. They also present default risks if the counterparty to a derivatives contract fails to fulfill its obligations to the Fund. Portfolio turnover risk – a higher portfolio turnover rate increases transaction costs and as a result may adversely impact the Fund’s performance and may increase share price volatility. If the value of the Fund’s investments goes down, you may lose money.
Management Fees	0.83%109	0.60%
12b-1 Fees	0.00%	0.00%
Other Expenses	0.08%	0.30%110
Total Gross Expenses	0.91%	0.90%111
Waivers/Reimbursements	N/A	N/A
Total Net Expenses	0.91%	0.90%
Total Fund Assets by Share Class (as of 9-30-2008)	$342,831,477	$988,031
Performance History (as of 9-30-2008)
3 Mo.	-24.84%	-22.53%
1 Yr.	-27.47%	N/A
3 Yrs.	-3.76%	N/A
5 Yrs.	6.94%	N/A
10 Yrs.	4.38%	N/A

The percentage of the Existing Fund’s assets in I Class that will be transferred to the Replacement Fund pursuant to the Substitution is approximately 64% as of 9/30/08. This comprised approximately 64% of the Existing Fund’s total assets as of 9/30/08.

The Section 26 Applicants believe that the Neuberger Berman Advisers Management Trust – AMT Partners Portfolio and the NVIT – Neuberger Berman NVIT Multi Cap Opportunities Fund have similar investment objectives and substantially similar policies and risks. The management team utilized in the Existing Fund will be carried forward and utilized in the Replacement Fund. As such, the primary risks of the portfolios are substantially similar. Both portfolios may invest in derivatives and foreign countries without specific limitations. As of 10/31/08, the most recent date available in Morningstar Direct as of 12/3/08, the NVIT – Neuberger Berman NVIT Multi Cap Opportunities Fund did not hold any derivatives securities, but did hold 17% of its net assets in foreign securities. In addition, as of 10/31/08, the Neuberger Berman Advisers

109 “Management Fees” includes investment management and administration fees.

110 “Other Expenses” include administrative services fees which currently are permitted to be up to 0.25%. Administrative services fees are estimated to be 0.15% during the current fiscal year ending December 31, 2008. The full 0.25% in administrative services fees is not reflected in “Other Expenses” at this time because the Fund does not anticipate selling shares to insurance companies that charge the full amount permitted.

111 Expenses are estimated based on the Fund’s projected net assets for 2008.

Management Trust – AMT Partners Portfolio did not hold any derivatives securities, but did hold 20% of its net assets in foreign securities.

This proposed Substitution will impact the following Contracts:

Separate Account	1940 Act File No.	1933 Act File No.	Contract/Class Identifier
Nationwide Multi-Flex Variable Account	811-03338	002-75174	C000024802
Nationwide Provident VLI Separate Account 1	811-04460	033-02625	C000026805
Nationwide Provident VLI Separate Account 1	811-04460	033-42133	C000026802
Nationwide Provident VLI Separate Account 1	811-04460	333-82613	C000026806
Nationwide Provident VLI Separate Account A	811-08722	333-67775	C000026808
Nationwide Provident VLI Separate Account A	811-08722	333-71763	C000026803
Nationwide Provident VLI Separate Account A	811-08722	333-82611	C000026807
Nationwide Provident VLI Separate Account A	811-08722	333-84475	C000026801
Nationwide Variable Account-9	811-08241	333-28995	C000024720
Nationwide Variable Account-9	811-08241	333-28995	C000024727
Nationwide Variable Account-9	811-08241	333-28995	C000024728
Nationwide Variable Account-9	811-08241	333-28995	C000024730
Nationwide Variable Account-9	811-08241	333-52579	C000024732
Nationwide Variable Account-9	811-08241	333-53023	C000024723
Nationwide Variable Account-9	811-08241	333-53023	C000024724
Nationwide Variable Account-9	811-08241	333-53023	C000024725
Nationwide Variable Account-9	811-08241	333-56073	C000024721
Nationwide Variable Account-9	811-08241	333-56073	C000024734
Nationwide Variable Account-9	811-08241	333-79327	C000024726
Nationwide Variable Account-II	811-03330	002-75059	C000024495
Nationwide Variable Account-II	811-03330	033-60063	C000024502
Nationwide Variable Account-II	811-03330	033-67636	C000024501
Nationwide VLI Separate Account-2	811-05311	033-42180	C000025924
Nationwide VLI Separate Account-2	811-05311	033-62795	C000025923
Nationwide VLI Separate Account-4	811-08301	333-31725	C000025928
Nationwide VLI Separate Account-4	811-08301	333-31725	C000026839
Nationwide VLI Separate Account-4	811-08301	333-52615	C000025936
Nationwide VLI Separate Account-4	811-08301	333-52617	C000025932
Nationwide VLI Separate Account-4	811-08301	333-52617	C000025933
Nationwide VLI Separate Account-4	811-08301	333-69160	C000025937

Separate Account	1940 Act File No.	1933 Act File No.	Contract/Class Identifier
Nationwide VLI Separate Account-4	811-08301	333-69160	C000025938
Nationwide VLI Separate Account-4	811-08301	333-83010	C000025929
Nationwide VLI Separate Account-4	811-08301	333-83010	C000025930
Nationwide VLI Separate Account-4	811-08301	333-94037	C000025934
Nationwide VLI Separate Account-4	811-08301	333-94037	C000025935

31. Neuberger Berman Advisers Management Trust – AMT Regency Portfolio: S Class replaced by NVIT – NVIT Multi-Manager Mid Cap Value Fund: Class II

	Existing Fund	Replacement Fund
	Neuberger Berman Advisers Management Trust – AMT Regency Portfolio: S Class	NVIT – NVIT Multi-Manager Mid Cap Value Fund: Class II
Adviser:	Neuberger Berman Management Inc.	Nationwide Fund Advisors
Sub-adviser:	Neuberger Berman, LLC	American Century Investment Management, Inc. RiverSource Investments, LLC Thompson, Siegel & Walmsley LLC
Investment Objective:	Growth of capital.	Long term capital appreciation.
Investment Strategy:	To pursue this goal, the Fund invests mainly in common stocks of mid-capitalization companies, which it defines as those with a total market capitalization within the market capitalization range of the Russell Midcap® Index. The Fund seeks to reduce risk by diversifying among many companies, sectors and industries. The Portfolio Manager looks for undervalued companies with high-quality businesses. Factors in identifying these firms may include: • above-average returns on invested capital • strong management teams • solid balance sheets. This approach is designed to let the Fund benefit from potential increases in stock prices while limiting the risks typically associated with stocks. At times, the Portfolio Manager may emphasize certain sectors that the Portfolio Manager believes will benefit from market or economic trends. The Portfolio Manager follows a disciplined selling strategy and may sell a stock when it reaches a target price, fails to perform as expected, or when other opportunities appear more attractive. While the Fund invests primarily in domestic stocks, it may also invest in stocks of foreign companies. The Fund may change its goal without shareholder approval, although it does not currently intend to do so. Mid-Cap Stocks: Mid-cap stocks have historically shown risk/return characteristics that are in between those of small and large-cap stocks. Their prices can rise and fall substantially, although many have the potential to offer comparatively attractive long-term returns. Mid-caps are less widely followed in the market than large-caps, which can make it comparatively easier to find attractive stocks that are not overpriced. Foreign Stocks: There are many promising opportunities for investment outside the United States. Foreign markets often respond to different factors and therefore tend to follow cycles that are different from each other. For this reason, many investors put a portion of their portfolios in foreign investments as a way of gaining further diversification. While foreign stock markets can be risky, investors gain an opportunity to add potential long-term growth. Value Investing: At any given time, there are companies whose stock prices, whether based on earnings, book value, or other financial measures, do not reflect their full economic opportunities. This happens when investors under-appreciate the business potential of these companies, or are distracted by transient or nonfundamental issues. The value investor examines these companies, searching for those that may rise in price when other investors realize their worth.	Under normal conditions, the Fund invests at least 80% of the value of its net assets in equity securities issued by mid-cap companies, utilizing a value style of investing. In other words, the Fund seeks companies whose stock price may not reflect the company’s value. Equity securities in which the Fund invests are primarily common stock, although they may include other equity securities, such as preferred stock or convertible securities. The Fund may also invest in equity securities of companies that are located outside the United States, and in derivatives, such as futures, options, swaps and other hybrid financial instruments. The Fund consists of three sleeves, or portions, managed by different subadvisers. Nationwide Fund Advisors (“NFA”) is the Fund’s investment adviser and selects the Fund’s subadvisers and monitors their performance on an ongoing basis. The subadvisers have been chosen because they approach investing in mid-cap securities in a different manner from each other, and NFA believes that diversification among securities and investment styles could increase the potential for investment return and potentially reduce risk and volatility. Pursuant to a Manager-of-Managers Exemptive Order that the Trust received from the Securities and Exchange Commission, NFA may allocate and reallocate Fund assets to or among unaffiliated subadvisers at any time, subject to the approval of the Board of Trustees of the Trust. In addition, certain subadvisers may have limits as to the amount of assets that the subadviser will manage. The three sleeves are each managed as follows: AMERICAN CENTURY INVESTMENT MANAGEMENT, INC. (“AMERICAN CENTURY”) – American Century attempts to purchase the stocks of companies that are temporarily out of favor and hold each stock until it has returned to favor in the market and the price has increased to, or is higher than, a level the portfolio managers believe more accurately reflects the fair value of the company. To identify these companies, American Century looks for companies with earnings, cash flows, and/or assets that may not accurately reflect the companies’ values as determined by its portfolio managers. The portfolio managers also consider whether the companies’ securities have a favorable income-paying history and whether income payments are expected to continue or increase. American Century may sell stocks if it believes: * a stock no longer meets its valuation criteria; * a stock’s risk parameters outweigh its return opportunity; * more attractive alternatives are identified or * specific events alter a stock’s prospects. American Century manages this sleeve so that its average weighted market capitalization falls within the capitalization range of those companies included in the Russell MidCap Index. RIVERSOURCE INVESTMENTS, LLC (“RIVERSOURCE”) – RiverSource selects companies that are undervalued based on a variety of measures, and further seeks to identify companies with growth potential based on effective management, as demonstrated by overall performance, financial strength, and underappreciated potential for improvement in industry and thematic trends. In evaluating whether to sell a security, RiverSource considers, among other factors, whether: * the security is overvalued relative to alternative investments * the security has reached RiverSource’s price objective * the company has met RiverSource’s earnings and/or growth expectations * the security exhibits appropriate correlation characteristics with other portfolio holdings, or * the company or security continues to meet the other standards described above. RiverSource may invest in any economic sector and, at times, emphasize one or more particular sectors. THOMPSON, SIEGEL & WALMSLEY LLC (“TS&W”) – uses a combination of quantitative and qualitative methods, based on a four-factor valuation model. Parts one and two of the model attempt to assess a company’s attractiveness based on cash flows, and cash flow relative to other mid-cap stocks +in like sectors and industries. The third factor considers the relative earnings prospects of the company. The fourth factor involves examining the company’s recent price action. TS&W generally limits its universe to those companies with a minimum of three years of sound operating history. From the model approximately 200 stocks are identified for further research. These are the stocks that rank the highest on the basis of these four factors combined. TS&W identifies several stocks for further fundamental analysis on a routine basis, and focuses on these stocks and explores numerous catalysts that might affect the outlook for a company. TS&W applies a consistent and disciplined review in a team environment that is designed to encourage critical thinking and analysis for each security considered. Stocks ordinarily are sold because: * of a significant negative earnings surprise or downward revision * it no longer meets TS&W’s criteria for inclusion in the portfolio * other stocks present more favorable opportunities, or * it no longer meets the Fund’s definition of a mid-cap stock
Principal Risks:	MAIN RISKS: Most of the Fund’s performance depends on what happens in the stock market. The market’s behavior is unpredictable, particularly in the short term. The value of your investment may fall, sometimes sharply, and you could lose money. By focusing on mid-cap stocks, the Fund is subject to their risks, including the risk its holdings may: • fluctuate more widely in price than the market as a whole • underperform other types of stocks or be difficult to sell when the economy is not robust, during market downturns, or when mid-cap stocks are out of favor. The Fund’s value investing approach may dictate an emphasis on certain sectors of the market at any given time. To the extent the Fund invests more heavily in one sector, it thereby presents a more concentrated risk. A sector may have above average performance during particular periods, but individual sectors also tend to move up and down more than the broader market. Although the Fund does not invest more than 25% of total assets in any one industry, the several industries that comprise a sector may all react in the same way to economic, political and regulatory events. The Fund’s performance may also suffer if a sector does not perform as expected. The Fund may invest in international stock markets. The behavior of these markets is unpredictable, particularly in the short term. Although foreign stocks offer added diversification potential, world markets may all react in similar fashion to important economic or political developments. Foreign stocks are subject to more risks than comparable U.S. stocks. This is in part because some foreign markets are less developed and foreign governments, economies, laws (including tax laws), and securities firms may be less stable. There is also a higher chance that key information will be unavailable, incomplete, or inaccurate. As a result, foreign stocks can fluctuate more widely in price than comparable U.S. stocks and they may also be less liquid. In addition, investing in foreign stocks may also involve a greater risk for excessive trading due to “time-zone arbitrage”. If an event occurring after the close of a foreign market, but before the time the Fund computes its current net asset value, causes a change in the price of the foreign stock and such price is not reflected in the Fund’s current net asset value, investors may attempt to take advantage of anticipated price movements in securities held by the Fund based on such pricing discrepancies. Changes in currency exchange rates bring an added dimension of risk. Currency fluctuations could erase investment gains or add to investment losses. With a value approach, there is also the risk that stocks may remain undervalued during a given period. This may happen because value stocks, as a category, lose favor with investors compared to growth stocks, or because of a failure to anticipate which stocks or industries would benefit from changing market or economic conditions. The Fund’s performance may also suffer if certain stocks or certain economic sectors it emphasizes do not perform as expected. To the extent that the Fund sells stocks before they reach their market peak, it may miss out on opportunities for higher performance. Through active trading, the Fund may have a high portfolio turnover rate, which can mean lower performance due to increased brokerage costs. Other Risks: The Fund may use certain practices and invest in certain securities involving additional risks. Borrowing, securities lending, and using derivatives could create leverage, meaning that certain gains or losses could be amplified, increasing share price movements. In using certain derivatives to gain stock market exposure for excess cash holdings, the Fund increases its risk of loss. When the Fund anticipates adverse market, economic, political or other conditions, it may temporarily depart from its goal and invest substantially in high-quality short-term investments. This could help the Fund avoid losses, but may mean lost opportunities.	The Fund cannot guarantee that it will achieve its investment objective. As with any mutual fund, the value of the Fund’s investments – and therefore, the value of Fund shares – may fluctuate. These changes may occur because of: Stock market risk – the Fund could lose value if the individual stocks in which it invests or overall stock markets in which such stocks trade go down. Mid-cap risk – stocks of mid-sized companies may be more volatile and less liquid than larger company stocks. Value style risk – over time, a value investing style may go in and out of favor, causing the Fund to sometimes underperform other equity funds that use different investing styles. Value stocks can react differently to issuer, political, market and economic developments than the market overall and other types of stocks. In addition, the Fund’s value approach carries the risk that the market will not recognize a security’s intrinsic value for a long time or that a stock judged to be undervalued may actually be appropriately priced. Sector risk – if the Fund emphasizes one or more economic sectors, it may be more susceptible to the financial, market or economic events affecting the particular issuers and industries in which it invests than funds that do not emphasize particular sectors. Foreign securities risk – foreign securities may be more volatile, harder to price and less liquid than U.S. securities. The prices of foreign securities may be further affected by other factors, such as changes in the exchange rates between the dollar and the currencies in which the securities are traded. Derivatives risk – derivatives can disproportionately increase losses and reduce opportunities for gains when the security prices, interest rates, currency values, or other such measures underlying derivatives change in unexpected ways. They also present default risks if the counterparty to a derivatives contract fails to fulfill its obligations to the Fund. Multi-manager risk – while NFA, as the Fund’s investment adviser, monitors each subadviser and the overall management of the Fund, each subadviser makes investment decisions independently from NFA and the other subadvisers. It is possible that the security selection process of one subadviser will not complement that of the other subadvisers. As a result, the Fund’s exposure to a given security, industry sector or market capitalization could be smaller or larger than if the Fund were managed by a single subadviser, which could affect the Fund’s performance. Portfolio turnover risk a higher portfolio turnover rate increases transaction costs and as a result may adversely impact the Fund’s performance and may increase share price volatility. If the value of the Fund’s investments goes down, you may lose money.
Management Fees	0.84%112	0.75%
12b-1 Fees	0.25%	0.25%
Other Expenses	0.11%	0.13%113
Total Gross Expenses	1.20%	1.13%114
Waivers/Reimbursements	N/A	0.06%115
Total Net Expenses	1.20%	1.07%
Total Fund Assets by Share Class (as of 9-30-2008)	$130,284,389	$9,182
Performance History (as of 9-30-2008)
3 Mo.	-20.54%	-7.77%
1 Yr.	-26.83%	N/A
3 Yrs.	-5.01%	N/A
5 Yrs.	5.82%	N/A
10 Yrs.	N/A	N/A

The percentage of the Existing Fund’s assets in S Class that will be transferred to the Replacement Fund pursuant to the Substitution is approximately 14% as of 9/30/08. This comprised approximately 8 % of the Existing Fund’s total assets as of 9/30/08.

The Section 26 Applicants believe that the Neuberger Berman Advisers Management Trust – AMT Regency Portfolio and the NVIT – NVIT Multi-Manager Mid Cap Value Fund have similar investment objectives and substantially similar policies and risks. The NVIT – NVIT Multi-Manager Mid Cap Value Fund states that it will invest at least 80% of assets in mid cap stocks. The Neuberger Berman Advisers Management Trust – AMT Regency Portfolio states that it will mainly invest in mid cap stocks. Both portfolios retain the right to invest in securities outside of the United States. Additionally, both portfolios allow for investment in preferred securities and convertible securities. As of 8/31/08, the most recent date available in Morningstar Direct as of 12/3/08, the NVIT – NVIT Multi-Manager Mid Cap Value Fund did not hold any derivatives securities. In addition, as of 10/31/08, the Neuberger Berman Advisers Management Trust – AMT Regency Portfolio did not hold any derivatives securities.

This proposed Substitution will impact the following Contracts:

112 “Management Fees” includes investment management and administration fees.

113 “Other Expenses” include administrative services fees which currently are permitted to be up to 0.25%. Administrative services fees are estimated to be 0.01% during the current fiscal year ending December 31, 2008. The full 0.25% in administrative services fees is not reflected in “Other Expenses” at this time because the Fund does not anticipate selling shares to insurance companies that charge the full amount permitted.

114 Expenses are estimated based on the Fund’s projected net assets for 2008.

115 The Trust and the Adviser have entered into a written contract limiting operating expenses to 0.81% until at least May 1, 2009. This limit excludes certain Fund expenses, including any taxes, interest, brokerage fees, Rule 12b-1 fees, short-sale dividend expenses, administrative services fees, other expenses which are capitalized in accordance with generally accepted accounting principles and may exclude other non-routine expenses not incurred in the ordinary course of the Fund’s business. The Trust is authorized to reimburse the Adviser for management fees previously waived and/or for expenses previously paid by the Adviser, provided however, that any reimbursements must be paid at a date not more than three years after the fiscal year in which the Adviser waived the fees or reimbursed the expenses and the reimbursements do not cause the Fund to exceed the expense limitation in the agreement.

Separate Account	1940 Act File No.	1933 Act File No.	Contract/Class Identifier
Nationwide Provident VLI Separate Account 1	811-04460	033-42133	C000026802
Nationwide Provident VLI Separate Account 1	811-04460	333-82613	C000026806
Nationwide Provident VLI Separate Account A	811-08722	333-67775	C000026808
Nationwide Provident VLI Separate Account A	811-08722	333-71763	C000026803
Nationwide Provident VLI Separate Account A	811-08722	333-82611	C000026807
Nationwide Provident VLI Separate Account A	811-08722	333-84475	C000026801
Nationwide Variable Account-7	811-08666	033-89560	C000024647
Nationwide Variable Account-7	811-08666	033-89560	C000034519
Nationwide Variable Account-9	811-08241	333-28995	C000024720
Nationwide Variable Account-9	811-08241	333-52579	C000024732
Nationwide Variable Account-9	811-08241	333-53023	C000024723
Nationwide Variable Account-9	811-08241	333-53023	C000024725
Nationwide Variable Account-9	811-08241	333-56073	C000024734
Nationwide Variable Account-9	811-08241	333-79327	C000024726
Nationwide Variable Account-II	811-03330	002-75059	C000024495
Nationwide Variable Account-II	811-03330	033-60063	C000024502
Nationwide Variable Account-II	811-03330	033-67636	C000024501
Nationwide Variable Account-II	811-03330	333-103093	C000024503
Nationwide Variable Account-II	811-03330	333-103094	C000024504
Nationwide Variable Account-II	811-03330	333-103094	C000024505
Nationwide Variable Account-II	811-03330	333-103094	C000024537
Nationwide Variable Account-II	811-03330	333-103094	C000024538
Nationwide Variable Account-II	811-03330	333-103095	C000024507
Nationwide Variable Account-II	811-03330	333-103095	C000024508
Nationwide Variable Account-II	811-03330	333-104510	C000024499
Nationwide Variable Account-II	811-03330	333-104511	C000024497
Nationwide Variable Account-II	811-03330	333-104512	C000024498
Nationwide Variable Account-II	811-03330	333-104513	C000024496
Nationwide Variable Account-II	811-03330	333-104513	C000068828
Nationwide Variable Account-II	811-03330	333-105992	C000024500
Nationwide VL Separate Account-G	811-21697	333-121878	C000025954
Nationwide VL Separate Account-G	811-21697	333-140608	C000047649
Nationwide VLI Separate Account-2	811-05311	033-42180	C000025924
Nationwide VLI Separate Account-2	811-05311	033-62795	C000025923
Nationwide VLI Separate Account-4	811-08301	333-31725	C000025928
Nationwide VLI Separate Account-4	811-08301	333-31725	C000026839
Nationwide VLI Separate Account-4	811-08301	333-52615	C000025936
Nationwide VLI Separate Account-4	811-08301	333-52617	C000025932
Nationwide VLI Separate Account-4	811-08301	333-52617	C000025933
Nationwide VLI Separate Account-4	811-08301	333-69160	C000025937
Nationwide VLI Separate Account-4	811-08301	333-69160	C000025938
Nationwide VLI Separate Account-4	811-08301	333-83010	C000025929
Nationwide VLI Separate Account-4	811-08301	333-83010	C000025930
Nationwide VLI Separate Account-4	811-08301	333-94037	C000025934
Nationwide VLI Separate Account-4	811-08301	333-94037	C000025935

Separate Account	1940 Act File No.	1933 Act File No.	Contract/Class Identifier
Nationwide VLI Separate Account-7	811-21610	333-117998	C000025943
Nationwide VLI Separate Account-7	811-21610	333-121879	C000025944

32. T. Rowe Price Equity Series, Inc. – T. Rowe Price Limited Term Bond Portfolio: Class II replaced by NVIT – NVIT Short Term Bond Fund: Class II

	Existing Fund	Replacement Fund
	T. Rowe Price Equity Series, Inc. – T. Rowe Price Limited Term Bond Portfolio: Class II	NVIT – NVIT Short Term Bond Fund: Class II
Adviser:	T. Rowe Price	Nationwide Fund Advisors
Sub-adviser:	N/A	Nationwide Asset Management, LLC
Investment Objective:	High level of income.	High level of current income while preserving capital and minimizing fluctuations in share value.
Investment Strategy:	Normally, the fund invests at least 80% of its net assets in bonds and 65% of total assets in short- and intermediate-term bonds. There are no maturity limitations on individual securities purchased, but the fund`s average effective maturity (discussed later in this section) will not exceed five years. Targeting effective maturity provides additional flexibility in portfolio management but, all else being equal, could result in higher volatility than would be true of a fund targeting a stated maturity or maturity range. At least 90% of the fund’s portfolio will consist of investment-grade securities that have been rated in the four highest credit categories (AAA, AA, A, BBB, or equivalent) by at least one nationally recognized credit rating agency or, if unrated, deemed to be of comparable quality by T. Rowe Price. In an effort to enhance yield, up to 10% of assets can be invested in below investment-grade securities, commonly referred to as “junk” bonds, including those with the lowest rating. The fund’s holdings may include mortgage-backed securities, derivatives, and foreign investments. Within this broad structure, investment decisions reflect the manager’s outlook for interest rates and the economy as well as the prices and yields of the various securities. For example, if rates are expected to fall, the manager may seek longer-term securities (within the fund’s program) that would provide higher yields and appreciation potential. And if, for instance, the economic outlook is positive, the manager may take advantage of the 10% “basket” for noninvestment-grade bonds. The fund may sell holdings for a variety of reasons, such as to adjust the portfolio’s average maturity or credit quality or to shift assets into higher-yielding securities or different sectors. Certain investment restrictions, such as a required minimum or maximum investment in a particular type of security, are measured at the time the fund purchases a security. The status, market value, maturity, credit quality, or other characteristics of the fund’s securities may change after they are purchased, and this may cause the amount of the fund’s assets invested in such securities to exceed the stated maximum restriction or fall below the stated minimum restriction. If any of these changes occur, it would not be considered a violation of the investment restriction. However, purchases by the fund during the time it is above or below the stated percentage restriction would be made in compliance with applicable restrictions.	Under normal circumstances, the Fund invests primarily in U.S. government securities, U.S. government agency securities, commercial paper and corporate bonds that are investment grade. The Fund also may purchase mortgage-backed securities and asset-backed securities, and may invest in fixed-income securities that pay interest on either a fixed-rate or variable-rate basis. Up to 10% of the value of the Fund’s net assets also may be invested in high-yield bonds. In choosing securities for the Fund, the subadviser attempts to identify securities that, in its opinion, offer the best combination of yield, maturity and relative price performance, based on anticipated changes in interest rates and in the price relationships among various types of fixed-income securities. The subadviser may sell securities in order to buy others that they believe will better serve the objectives of the Fund. The Fund is managed so that its average portfolio duration generally will not exceed three years, and the Fund may enter into certain derivatives contracts, such as futures or options, solely for the purpose of adjusting the Fund’s duration in order to minimize fluctuation of the Fund’s share value. NFA has selected Nationwide Asset Management, LLC as subadviser to manage the Fund’s portfolio on a day-to-day basis.
Principal Risks:	• Interest rate risk: This is the decline in bond prices that accompanies a rise in the overall level of interest rates as shown in Table 3 in this section. It is the major source of risk for investors in this fund. However, because short-term bonds are less sensitive to interest rate increases or decreases than longer-term bonds, price volatility for the fund is expected to be relatively modest. • Credit risk: This risk is the chance that any of the fund’s holdings will have their credit ratings downgraded or will default (fail to make scheduled interest or principal payments), potentially reducing the fund’s income level and share price. Most investment-grade (AAA through BBB) securities have relatively low financial risk and a relatively high probability of future payment. However, securities rated BBB are more susceptible to adverse economic conditions and may have speculative characteristics. Securities rated below investment grade (junk or high-yield bonds) should be regarded as speculative because their issuers are more susceptible to financial setbacks and recession than more creditworthy companies. If the fund invests in securities whose issuers develop unexpected credit problems, the fund’s price could decline. · The fund may continue to hold a security that has been downgraded after purchase. • Prepayment risk and extension risk: A fund investing in mortgage-backed bonds can be hurt when interest rates fall because homeowners tend to refinance and prepay principal. Receiving increasing prepayments in a falling interest rate environment causes the average maturity of the portfolio to shorten, reducing its potential for price gains. It also requires the fund to reinvest proceeds at lower interest rates, which reduces the portfolio’s total return and yield, and could result in a loss if bond prices fall below the level the fund paid for them. Any of these developments could result in a decrease in the fund’s income, share price, or total return. Extension risk refers to a rise in interest rates or lack of refinancing opportunities that can cause a fund’s average maturity to lengthen unexpectedly due to a drop in prepayments. This would increase the fund’s sensitivity to rising rates and its potential for price declines. • Derivatives risk Shareholders are also exposed to derivatives risk, the potential that the fund’s investments (if any) in these complex and volatile instruments could affect the fund’s share price. In addition to collateralized mortgage obligations (CMOs) and better-known instruments such as swaps and futures, other derivatives that may be used in limited fashion by the fund include interest-only (IO) and principal-only (PO) securities known as “strips.” Some of these instruments can be highly volatile, and their value can fall dramatically in response to rapid or unexpected changes in the mortgage, interest rate, or economic environment. • Liquidity risk This is the chance that the fund may not be able to sell securities at desired prices. Sectors of the bond market can experience sudden downturns in trading activity. During periods of reduced trading, the spread can widen between the price at which a security can be bought and the price at which it can be sold. Less liquid securities can become more difficult to value and be subject to erratic price movements. • Foreign investing risk To the extent the fund holds foreign bonds, it will be subject to special risks, whether the bonds are denominated in U.S. dollars or foreign currencies. These risks include potentially adverse political and economic developments overseas, greater volatility, lower liquidity, and the possibility that foreign currencies will decline against the dollar, lowering the value of securities denominated in those currencies and possibly the fund’s share price. As with any mutual fund, there can be no guarantee the fund will achieve its objective.	The Fund cannot guarantee that it will achieve its investment objective. As with any mutual fund, the value of the Fund’s investments – and therefore, the value of Fund shares – may fluctuate. These changes may occur because of: Interest rate risk – generally, when interest rates go up, the value of fixed-income securities goes down. Credit risk – a bond issuer may be unable to pay the interest or principal when due. This risk is more pronounced with high-yield bonds and other lower rated securities. Liquidity risk – is the risk that a security cannot be sold, or cannot be sold quickly, at an acceptable price. Prepayment, call and redemption risk – certain bonds will be paid off by the issuer more quickly than anticipated. If this happens, the Fund may be required to invest the proceeds in securities with lower yields. Extension risk – when interest rates rise, certain bond obligations will be paid off by the issuer more slowly than anticipated. This can cause the market value of the security to fall because the market may view its interest rate as too low for a longer-term investment. Mortgage- and asset-backed securities risk – these securities are subject to prepayment and extension risk, as described above. Additionally, through its investments in mortgage-backed securities, including those issued by private lenders, a Fund may have some exposure to subprime loans, as well as to the mortgage and credit markets generally. Subprime loans, which are loans made to borrowers with weakened credit histories, have had in many cases higher default rates than loans that meet government underwriting requirements. The credit quality of most asset-backed securities depends primarily on the credit quality of the assets underlying such securities, how well the entity issuing the security is insulated from the credit risk of the originator or any other affiliated entities, and the amount and quality of any credit enhancement of the securities. Unlike mortgage-backed securities, asset-backed securities may not have the benefit of any security interest in the related asset. Lower rated securities risk – refers to the risk that the Fund’s investment in high-yield bonds and other lower rated bonds will subject the Fund to substantial risk of loss. Bank and corporate loans risk – bank and corporate loans are subject to the same risks that apply to fixed income securities generally, such as interest rate and credit risk. However, because the trading market for certain bank or corporate loans may be less developed than the secondary market for other bonds, the Fund may experience difficulties in selling bank or corporate loans it holds. If a borrower (or the financial institution that acts as agent for the loan’s syndicate) experiences financial problems or becomes bankrupt, the Fund may not recover the amount of any principal it has invested, may experience a long delay in recovering its investment and may not receive interest during the delay. Preferred stock risk – a preferred stock may decline in price, or fail to pay dividends when expected, because the issuer experiences a decline in its financial status. In addition to this credit risk, investment in preferred stocks involves certain other risks, including skipping or deferring distributions, and redemption in the event of certain legal or tax changes or at the issuer’s call. Preferred stocks are also subordinated to bonds and other debt instruments in a company’s capital structure in terms of priority to corporate income and liquidation payments, and therefore will be subject to greater credit risk than those debt instruments. Preferred stocks may be significantly less liquid than many other securities, such as U.S. government securities, corporate debt or common stock. Derivatives risk – derivatives can disproportionately increase losses and reduce opportunities for gains when the security prices, interest rates, currency values, or other such measures underlying derivatives change in unexpected ways. They also present default risks if the counterparty to a derivatives contract fails to fulfill its obligations to the Fund. If the value of the Fund’s investments goes down, you may lose money.
Management Fees	0.70%	0.35%
12b-1 Fees	0.25%	0.25%
Other Expenses	0.00%	0.30%116
Total Gross Expenses	0.95%	0.90%117
Waivers/Reimbursements	N/A	N/A
Total Net Expenses	0.95%	0.90%
Total Fund Assets by Share Class (as of 9-30-2008)	$71,505,727	$7,950,577
Performance History (as of 9-30-2008)
3 Mo.	-0.90%	-0.17%
1 Yr.	2.60%	N/A
3 Yrs.	3.55%	N/A
5 Yrs.	2.54%	N/A
10 Yrs.	3.92%	N/A

The percentage of the Existing Fund’s assets in Class II that will be transferred to the Replacement Fund pursuant to the Substitution is approximately 99% as of 9/30/08. This comprised approximately 32% of the Existing Fund’s total assets as of 9/30/08. The other share class of the Existing Fund, the T. Rowe Price Equity Series, Inc. – T. Rowe Price Limited Term Bond Portfolio: Class I, contains assets in the amount of $139,526,346 as of 11/30/08.

The Section 26 Applicants believe that the T. Rowe Price Equity Series, Inc. – T. Rowe Price Limited Term Bond Portfolio and the NVIT – NVIT Short-Term Bond Fund have similar investment objectives and substantially similar policies and risks. The T. Rowe Price Equity Series, Inc. – T. Rowe Price Limited Term Bond Portfolio and the NVIT – NVIT Short-Term Bond Fund have similar allowable investments. The T. Rowe Price Equity Series, Inc. – T. Rowe Price Limited Term Bond Portfolio states that at least

116 “Other Expenses” include administrative services fees which currently are permitted to be up to 0.25%. Administrative services fees are estimated to be 0.15% during the current fiscal year ending December 31, 2008. The full 0.25% in administrative services fees is not reflected in “Other Expenses” at this time because the Fund does not anticipate selling shares to insurance companies that charge the full amount permitted.

117 Expenses are estimated based on the Fund’s projected net assets for 2008.

65% of total assets will be invested in short- and intermediate-term bonds. The NVIT – NVIT Short-Term Bond Fund will generally seek to maintain a duration of 3 years or less. Other parameters such as the allowable investments, minimum exposures to fixed income securities, and allowable limits on high yield securities are nearly identical. Both funds define high yield bonds and junk bonds as securities rated BB or below and both funds allow for investment in asset-backed and mortgage-backed securities without specific limitations. As of 8/31/08, the most recent date available in Morningstar Direct as of 12/3/08, the NVIT – NVIT Short-Term Bond Fund did not hold any derivatives securities, but did hold 35% of its net assets in mortgage-backed securities and 2% of its net assets in asset-backed securities. In addition, as of 9/30/08, the T. Rowe Price Equity Series, Inc. – T. Rowe Price Limited Term Bond Portfolio did not hold any derivatives securities, but did hold 35% of its net assets in mortgage-backed securities and 8% of its net assets in asset-backed securities.

This proposed Substitution will impact the following Contracts:

Separate Account	1940 Act File No.	1933 Act File No.	Contract/Class Identifier
Nationwide Provident VLI Separate Account 1	811-04460	033-42133	C000026802
Nationwide Provident VLI Separate Account 1	811-04460	333-82613	C000026806
Nationwide Provident VLI Separate Account A	811-08722	333-67775	C000026808
Nationwide Provident VLI Separate Account A	811-08722	333-71763	C000026803
Nationwide Provident VLI Separate Account A	811-08722	333-82611	C000026807
Nationwide Provident VLI Separate Account A	811-08722	333-84475	C000026801

Separate Account	1940 Act File No.	1933 Act File No.	Contract/Class Identifier
Nationwide Variable Account-9	811-08241	333-28995	C000024720
Nationwide Variable Account-9	811-08241	333-52579	C000024732
Nationwide Variable Account-9	811-08241	333-53023	C000024723
Nationwide Variable Account-9	811-08241	333-53023	C000024725
Nationwide Variable Account-9	811-08241	333-56073	C000024734
Nationwide Variable Account-9	811-08241	333-79327	C000024726
Nationwide Variable Account-II	811-03330	002-75059	C000024495
Nationwide Variable Account-II	811-03330	033-60063	C000024502
Nationwide Variable Account-II	811-03330	033-67636	C000024501
Nationwide Variable Account-II	811-03330	333-103093	C000024503
Nationwide Variable Account-II	811-03330	333-103094	C000024504
Nationwide Variable Account-II	811-03330	333-103094	C000024505
Nationwide Variable Account-II	811-03330	333-103094	C000024537
Nationwide Variable Account-II	811-03330	333-103094	C000024538
Nationwide Variable Account-II	811-03330	333-103095	C000024507
Nationwide Variable Account-II	811-03330	333-103095	C000024508
Nationwide Variable Account-II	811-03330	333-104510	C000024499
Nationwide Variable Account-II	811-03330	333-104511	C000024497
Nationwide Variable Account-II	811-03330	333-104512	C000024498
Nationwide Variable Account-II	811-03330	333-104513	C000024496
Nationwide Variable Account-II	811-03330	333-104513	C000068828
Nationwide Variable Account-II	811-03330	333-105992	C000024500
Nationwide VL Separate Account-G	811-21697	333-121878	C000025954
Nationwide VL Separate Account-G	811-21697	333-140608	C000047649
Nationwide VLI Separate Account-2	811-05311	033-42180	C000025924
Nationwide VLI Separate Account-2	811-05311	033-62795	C000025923
Nationwide VLI Separate Account-4	811-08301	333-31725	C000025928
Nationwide VLI Separate Account-4	811-08301	333-31725	C000026839
Nationwide VLI Separate Account-4	811-08301	333-52615	C000025936
Nationwide VLI Separate Account-4	811-08301	333-52617	C000025932
Nationwide VLI Separate Account-4	811-08301	333-52617	C000025933
Nationwide VLI Separate Account-4	811-08301	333-69160	C000025937
Nationwide VLI Separate Account-4	811-08301	333-69160	C000025938
Nationwide VLI Separate Account-4	811-08301	333-83010	C000025929
Nationwide VLI Separate Account-4	811-08301	333-83010	C000025930
Nationwide VLI Separate Account-4	811-08301	333-94037	C000025934
Nationwide VLI Separate Account-4	811-08301	333-94037	C000025935
Nationwide VLI Separate Account-7	811-21610	333-117998	C000025943
Nationwide VLI Separate Account-7	811-21610	333-121879	C000025944

33. The Universal Institutional Funds, Inc. – Mid Cap Growth Portfolio: Class I replaced by NVIT – NVIT Multi-Manager Mid Cap Growth Fund: Class I

	Existing Fund	Replacement Fund
	The Universal Institutional Funds, Inc. – Mid Cap Growth Portfolio: Class I	NVIT – NVIT Multi-Manager Mid Cap Growth Fund: Class I
Adviser:	Morgan Stanley Investment Management Inc., which does business in certain instances as “Van Kampen”	Nationwide Fund Advisors
Sub-adviser:	N/A	American Century Investment Management Inc. Neuberger Berman Management Inc.
Investment Objective:	Long-term capital growth by investing primarily in common stocks and other equity securities.	Long-term capital growth.
Investment Strategy:	The Portfolio’s adviser, Morgan Stanley Investment Management Inc. (the “Adviser”), invests Primarily in growth-oriented equity securities of U.S. mid cap companies and foreign companies, including emerging market securities. The Adviser selects issues from a universe comprised of mid cap companies, most with market capitalizations of generally less than $35 billion. The Adviser may invest up to 25% of the Portfolio's net assets in foreign securities, including emerging market securities classified as American Depositary Receipts (“ADRs”), Global Depositary Receipts (“GDRs”), American Depositary Shares (“ADSs”) or Global Depositary Shares (“GDSs”), foreign U.S. dollar-denominated securities that are traded on a U.S. exchange or local shares of emerging market countries. The Adviser seeks to invest in high quality companies it believes have sustainable competitive advantages and the ability to redeploy capital at high rates of return. The Adviser typically favors companies with rising returns on invested capital, above average business visibility, strong free cash flow generation and an attractive risk/reward profile. The Adviser generally considers selling an investment when it determines the company no longer satisfies its investment criteria. The Portfolio may purchase shares issued as part of, or a short period after, companies' initial public offerings ("IPOs"), and may at times dispose of those shares shortly after their acquisition. Under normal circumstances, at least 80% of the Portfolio's assets will be invested in common stocks of mid cap companies. This policy may be changed without shareholder approval; however, you would be notified in writing of any changes. Derivative instruments used by the Portfolio will be counted toward the 80% policy discussed above to the extent they have economic characteristics similar to the securities included within that policy. A company is considered to be a mid cap company if it has a total market capitalization at the time of purchase of $35 billion or less. The market capitalization limit is subject to adjustment annually based upon the Adviser's assessment as to the capitalization range of companies which possess the fundamental characteristics of mid cap companies. The Portfolio may invest up to 10% of its net assets in real estate investment trusts ("REITs").	Under normal conditions, the Fund invests at least 80% of the value of its net assets in equity securities issued by mid-cap companies, utilizing a growth style of investing. In other words, the Fund seeks companies whose earnings are expected to grow consistently faster than those of other companies. Equity securities in which the Fund invests are primarily common stock, although they may include other equity securities, such as preferred stock or convertible securities. The Fund may also invest in equity securities of companies that are located outside the United States, and in derivatives, such as futures, options, swaps and other hybrid financial instruments. The Fund consists of two sleeves, or portions, managed by different subadvisers. Nationwide Fund Advisors (“NFA”) is the Fund’s investment adviser and selects the Fund’s subadvisers and monitors their performance on an ongoing basis. The subadvisers have been chosen because they approach investing in mid-cap securities in a different manner from each other, and NFA believes that diversification among securities and investment styles could increase the potential for investment return and potentially reduce risk and volatility. Pursuant to a Manager-of-Managers Exemptive Order that the Trust received from the Securities and Exchange Commission, NFA may allocate and reallocate Fund assets to or among unaffiliated subadvisers at any time, subject to the approval of the Board of Trustees of the Trust. In addition, certain subadvisers may have limits as to the amount of assets that the subadviser will manage. The two sleeves are each managed as follows: NEUBERGER BERMAN MANAGEMENT INC. (“NEUBERGER BERMAN”) – uses a disciplined investment strategy when selecting growth stocks. Using fundamental research and quantitative analysis, Neuberger Berman seeks fast-growing companies with above average sales and competitive returns on equity relative to their peers. In doing so, Neuberger Berman analyzes such factors as: * financial condition (such as debt to equity ratio); * market share and competitive leadership of the company’s products; * earnings growth relative to competitors and k market valuation in comparison to a stock’s own historical norms and the stocks of other mid-cap companies. Neuberger Berman follows a disciplined selling strategy and may sell a stock when it fails to perform as expected, or when other opportunities appear more attractive. AMERICAN CENTURY INVESTMENT MANAGEMENT, INC. (“AMERICAN CENTURY”) – using a proprietary investment strategy, American Century makes its investment decisions primarily on analysis of individual companies, rather than on broad economic forecasts, based on the belief that, over the long term, stock price movements follow growth in earnings and revenues. American Century tracks financial information for thousands of individual companies to identify and evaluate trends in earnings, revenues and other business fundamentals. The portfolio managers’ principal analytical technique involves identifying companies with earnings and revenues that are not only growing, but which are growing at an accelerating pace. This includes companies whose growth rates are negative, although less negative than in earlier periods, and companies whose growth rates are expected to accelerate. In addition to accelerating growth, American Century also considers companies demonstrating price strength relative to their peers. American Century generally does not attempt to time the market. Instead, it intends to
Principal Risks:	Investing in the Portfolio may be appropriate for you if you are willing to accept the risk and uncertainties of investing in mid cap equity securities. In general, prices of equity securities are more volatile than those of fixed income securities. The prices of equity securities will rise and fall in response to a number of different factors. In particular, prices of equity securities will respond to events that affect entire financial markets or industries (changes in inflation or consumer demand, for example) and to events that affect particular issuers (news about the success or failure of a new product, for example). Investments in mid cap companies may involve greater risk than investments in larger, more established companies. The securities issued by mid cap companies may be less liquid and their prices may be subject to more abrupt or erratic price movements. In addition mid cap companies may have more limited markets, financial resources and product lines, and may lack the depth of management of larger companies. Certain market conditions may favor growth stocks or stocks of mid-sized companies, while other conditions may favor value stocks or stocks of larger or smaller companies. Accordingly, a portfolio of mid cap growth stocks may, over certain periods of time, underperform a portfolio of value stocks or stocks of larger or smaller companies or the overall market. REITs pool investors' funds for investments primarily in real estate properties or real estate related loans. Like mutual funds, REITs have expenses, including advisory and administration fees, that are paid by their shareholders. As a result, shareholders will absorb duplicate levels of fees when the Portfolio invests in REITs. The performance of any Portfolio REIT holdings ultimately depends on the types of real property in which the REITs invest and how well the property is managed. A general downturn in real estate values also can hurt REIT performance. In addition, REITs are subject to certain provisions under federal tax law. The failure of a company to qualify as a REIT could have adverse consequences for the Portfolio, including significantly reducing the return to the Portfolio on its investment in such company. Investing in the securities of foreign issuers, particularly those located in emerging market or developing countries, entails the risk that news and events unique to a country or region will affect those markets and their issuers. These same events will not necessarily have an effect on the U.S. economy or similar issuers located in the United States. The Portfolio's investments may be denominated in foreign currencies. As a result, changes in the value of a country's currency compared to the U.S. dollar may affect the value of the Portfolio's investments. These changes may occur separately from and in response to events that do not otherwise affect the value of the security in the issuer's home country. The Adviser may invest in certain instruments, such as derivatives, and may use certain techniques, such as hedging, to manage these risks. However, the Adviser cannot guarantee that it will be practical to hedge these risks in certain markets or under particular conditions or that it will succeed in doing so. The Adviser may use derivatives for other purposes, such as gaining exposure to foreign markets.	The Fund cannot guarantee that it will achieve its investment objective. As with any mutual fund, the value of the Fund’s investments – and therefore, the value of Fund shares – may fluctuate. These changes may occur because of: Stock market risk – the Fund could lose value if the individual stocks in which it invests or overall stock markets in which such stocks trade go down. Mid-cap risk – stocks of mid-sized companies may be more volatile and less liquid than larger company stocks. Growth style risk – growth investing involves buying stocks that have relatively high price-to-earnings ratios. Growth stocks may be more volatile than other stocks because they are generally more sensitive to investor perceptions and market movements. During periods of growth stock underperformance, the Fund’s performance may suffer and underperform other equity funds that use different investing styles. Foreign securities risk – foreign securities may be more volatile, harder to price and less liquid than U.S. securities. The prices of foreign securities may be further affected by other factors, such as changes in the exchange rates between the dollar and the currencies in which the securities are traded. Derivatives risk – derivatives can disproportionately increase losses and reduce opportunities for gains when the security prices, interest rates, currency values, or other such measures underlying derivatives change in unexpected ways. They also present default risks if the counterparty to a derivatives contract fails to fulfill its obligations to the Fund. Multi-manager risk – while NFA, as the Fund’s investment adviser, monitors each subadviser and the overall management of the Fund, each subadviser makes investment decisions independently from NFA and the other subadvisers. It is possible that the security selection process of one subadviser will not complement that of the other subadvisers. As a result, the Fund’s exposure to a given security, industry sector or market capitalization could be smaller or larger than if the Fund were managed by a single subadviser, which could affect the Fund’s performance. Portfolio turnover risk a higher portfolio turnover rate increases transaction costs and as a result may adversely impact the Fund’s performance and may increase share price volatility. If the value of the Fund’s investments goes down, you may lose money.
Management Fees	0.75%118	0.75%
12b-1 Fees	0.00%	0.00%
Other Expenses	0.34%	0.22%119
Total Gross Expenses	1.09%	0.97%120
Waivers/Reimbursements	0.00%121	0.07%122
Total Net Expenses	1.09%	0.90%
Total Fund Assets by Share Class (as of 9-30-2008)	$69,316,471	$4,196,844
Performance History (as of 9-30-2008)
3 Mo.	-20.43%	-16.15%
1 Yr.	-28.42%	N/A
3 Yrs.	0.55%	N/A
5 Yrs.	9.01%	N/A
10 Yrs.	N/A	N/A

The percentage of the Existing Fund’s assets in Class I that will be transferred to the Replacement Fund pursuant to the Substitution is approximately 23% as of 9/30/08. This comprised approximately 8% of the Existing Fund’s total assets as of 9/30/08.

118 The Adviser is entitled to receive an advisory fee at an annual percentage of the Portfolio's average daily net assets as set forth in the table below:

First $500 million 0.75%

From $500 million to $1 billion 0.70%

More than $1 billion 0.65%.

119 “Other Expenses” include administrative services fees which currently are permitted to be up to 0.25%. Administrative services fees are estimated to be 0.07% during the current fiscal year ending December 31, 2008. The full 0.25% in administrative services fees is not reflected in “Other Expenses” at this time because the Fund does not anticipate selling to insurance companies that charge the full amount permitted.

120 Expenses are estimated based on the Fund’s projected net assets for 2008.

121 The Adviser has voluntarily agreed to reduce its advisory fee and/or reimburse the Portfolio so that total annual operating expenses of the Portfolio will not exceed 1.05% of its average daily net assets. For purposes of determining the amount of the voluntary advisory fee waiver and/or reimbursement, if any, the annual operating expenses of the Portfolio exclude certain investment related expenses such as foreign country tax expense and interest expense on amounts borrowed. As a result, the expense ratio, including these expenses, after fee waivers and/or reimbursements may be higher than 1.05%. Fee waivers and/or expense reimbursements are voluntary and the Adviser reserves the right to terminate any waiver and/or reimbursement at any time without notice.

For the fiscal year ended December 31, 2007, the Adviser received a fee for advisory services (net of fee waivers and/or expense reimbursements) equal to 0.71% of the Portfolio's average daily net assets.

122 The Trust and the Adviser have entered into a written contract limiting operating expenses to 0.83% until at least May 1, 2009. This limit excludes certain Fund expenses, including any taxes, interest, brokerage fees, Rule 12b-1 fees, short-sale dividend expenses, administrative services fees, other expenses which are capitalized in accordance with generally accepted accounting principles and may exclude other non-routine expenses not incurred in the ordinary course of the Fund’s business. The Trust is authorized to reimburse the Adviser for management fees previously waived and/or for expenses previously paid by the Adviser, provided however, that any reimbursements must be paid at a date not more than three years after the fiscal year in which the Adviser waived the fees or reimbursed the expenses and the reimbursements do not cause the Fund to exceed the expense limitation in the agreement.

The Section 26 Applicants believe that The Universal Institutional Funds, Inc. – Mid Cap Growth Portfolio and the NVIT – NVIT Multi-Manager Mid Cap Growth Fund have similar investment objectives and substantially similar policies and risks. Each of the portfolios will invest at least 80% of assets in companies which they deem to be mid cap. Each of the portfolios allows for the use of foreign securities. The Universal Institutional Funds, Inc. – Mid Cap Growth Portfolio caps its foreign exposure at 25% of assets, while the NVIT – NVIT Multi-Manager Mid Cap Growth Fund does not give specific guidelines limiting international exposure. The Universal Institutional Funds, Inc. – Mid Cap Growth Portfolio also caps the use of REITs at 10% of assets while the NVIT – NVIT Multi-Manager Mid Cap Growth Fund permits the use of REITs but is silent as to a cap on their usage within the portfolio. Both portfolios allow for use of emerging markets securities, derivatives and synthetic instruments, preferred securities, and convertible securities without specific limitations. As of 8/31/08, the most recent date available in Morningstar Direct as of 12/3/08, the NVIT – NVIT Multi-Manager Mid Cap Growth Fund did not hold any derivatives or REITs securities, but did hold 3% of its net assets in foreign securities and 1% of its net assets in emerging markets securities. In addition, as of 9/30/08, The Universal Institutional Funds, Inc. – Mid Cap Growth Portfolio did not hold any derivatives or REITs securities, but did hold 21% of its net assets in foreign securities and 15% of its net assets in emerging markets securities.

This proposed Substitution will impact the following Contracts:

Separate Account	1940 Act File No.	1933 Act File No.	Contract/Class Identifier
Nationwide Variable Account-9	811-08241	333-28995	C000024720
Nationwide Variable Account-9	811-08241	333-28995	C000024727
Nationwide Variable Account-9	811-08241	333-28995	C000024728
Nationwide Variable Account-9	811-08241	333-28995	C000024730
Nationwide Variable Account-9	811-08241	333-52579	C000024732
Nationwide Variable Account-9	811-08241	333-53023	C000024723
Nationwide Variable Account-9	811-08241	333-53023	C000024725
Nationwide Variable Account-9	811-08241	333-56073	C000024721
Nationwide Variable Account-9	811-08241	333-56073	C000024734
Nationwide Variable Account-9	811-08241	333-79327	C000024726
Nationwide VLI Separate Account-4	811-08301	333-31725	C000025928
Nationwide VLI Separate Account-4	811-08301	333-31725	C000026839
Nationwide VLI Separate Account-4	811-08301	333-52615	C000025936
Nationwide VLI Separate Account-4	811-08301	333-52617	C000025932
Nationwide VLI Separate Account-4	811-08301	333-52617	C000025933
Nationwide VLI Separate Account-4	811-08301	333-69160	C000025937
Nationwide VLI Separate Account-4	811-08301	333-69160	C000025938
Nationwide VLI Separate Account-4	811-08301	333-83010	C000025929
Nationwide VLI Separate Account-4	811-08301	333-83010	C000025930
Nationwide VLI Separate Account-4	811-08301	333-94037	C000025934
Nationwide VLI Separate Account-4	811-08301	333-94037	C000025935

34. The Universal Institutional Funds, Inc. – U.S. Real Estate Portfolio: Class I replaced by NVIT – Van Kampen NVIT Real Estate Fund: Class I

	Existing Fund	Replacement Fund
	The Universal Institutional Funds, Inc. – U.S. Real Estate Portfolio: Class I	NVIT – Van Kampen NVIT Real Estate Fund: Class I
Adviser:	Morgan Stanley Investment Management Inc., which does business in certain instances as “Van Kampen”.	Nationwide Fund Advisors
Sub-adviser:	N/A	Van Kampen Asset Management
Investment Objective:	Above average current income and long-term capital appreciation by investing primarily in equity securities of companies in the U.S. real estate industry, including real estate investment trusts.	Current income and long-term capital appreciation.
Investment Strategy:	The Adviser seeks a combination of above average current income and long-term capital appreciation by investing primarily in equity securities of companies in the U.S. real estate industry, including real estate investment trusts ("REITs"). The Portfolio focuses on REITs as well as real estate operating companies ("REOCs") that invest in a variety of property types and regions. The Adviser's approach emphasizes bottom-up stock selection with a top-down asset allocation overlay. The Adviser actively manages the Portfolio using a combination of top-down and bottom-up methodologies. The top-down asset allocation overlay is determined by focusing on key regional criteria, which include demographic and macroeconomic considerations (for example, population, employment, household formation and income). The Adviser employs a value-driven approach to bottom-up security selection, which emphasizes underlying asset values, values per square foot and property yields. In seeking an optimal matrix of regional and property market exposure, the Adviser considers broad demographic and macroeconomic factors as well as other criteria, such as space demand, new construction and rental patterns. The Adviser generally considers selling a portfolio holding when it determines that the holding is less attractive based on a number of factors, including changes in the holding's share price, earnings prospects relative to its peers and/or business prospects. Under normal circumstances, at least 80% of the Portfolio's assets will be invested in equity securities of companies in the U.S. real estate industry. This policy may be changed without shareholder approval; however, you would be notified in writing of any changes. A company is considered to be in the U.S. real estate industry if it meets the following tests: (1) a company is considered to be from the United States (i) if its securities are traded on a recognized stock exchange in the United States, (ii) if alone or on a consolidated basis it derives 50% or more of its annual revenues from either goods produced, sales made or services performed in the United States or (iii) if it is organized or has a principal office in the United States; and (2) a company is considered to be in the real estate industry if it (i) derives at least 50% of its revenues or profits from the ownership, construction, management, financing or sale of residential, commercial or industrial real estate, or (ii) has at least 50% of the fair market value of its assets invested in residential, commercial or industrial real estate.	Under normal circumstances, the Fund invests at least 80% of the value of its net assets in equity securities of U.S. real estate companies. These include the securities of real estate investment trusts (“REITs”) and real estate operating companies that invest in a variety of property types and regions. Equity securities in which the Fund may invest include common stocks, but may also include preferred stocks and convertible securities. The Fund is nondiversified. The Fund’s subadviser employs a combination of “topdown” and “bottom-up” approaches in managing the Fund’s portfolio. The top-down approach focuses on various regional criteria, which include demographic and macroeconomic considerations (for example, population, employment, household formation and income). The bottom-up approach focuses on individual issuers, emphasizing underlying asset values, values per square foot and property yields. The subadviser also considers other criteria, such as space demand, new construction and rental patterns. The subadviser generally considers selling a security when it determines that it is less attractive based on a number of factors, including changes in the price of the security, earnings prospects relative to its peers and/or business prospects. NFA has selected Van Kampen Asset Management as subadviser to manage the Fund’s portfolio on a day-to-day basis.
Principal Risks:	Investing in the Portfolio may be appropriate for you if you are willing to accept the risks and uncertainties of investing in the equity securities of U.S. real estate companies. In general, prices of equity securities are more volatile than those of fixed income securities. The prices of equity securities will rise and fall in response to a number of different factors. In particular, prices of equity securities will respond to events that affect entire financial markets or industries (changes in inflation or consumer demand, for example) and to events that affect particular issuers (news about the success or failure of a new product, for example). Investing in real estate companies entails the risks of the real estate business generally, including sensitivity to economic and business cycles, changing demographic patterns and government actions. In addition, at times the Portfolio's market sector, U.S. real estate securities, may under perform relative to other sectors or the overall market. Investing in REITs and REOCs exposes investors to the risks of owning real estate directly, as well as to risks that relate specifically to the way in which REITs and REOCs are organized and operated. REITs generally invest directly in real estate (equity REITs), in mortgages (mortgage REITs) or in some combination of the two (hybrid REITs). REOCs are entities that generally are engaged directly in real estate management or development activities. The Portfolio will invest primarily in equity REITs. Operating REITs requires specialized management skills and the Portfolio indirectly bears REIT management expenses along with the direct expenses of the Portfolio. Individual REITs may own a limited number of properties and may concentrate in a particular region or property type. REITs also must satisfy specific requirements of the Internal Revenue Code of 1986, as amended, in order to qualify for the tax-free pass through of income. The risks of investing in the Portfolio may be intensified because the Portfolio is non-diversified, which means that it may invest in securities of a limited number of issuers. As a result, the performance of a particular investment or a small group of investments may affect the Portfolio's performance more than if the Portfolio were diversified and a decline in the value of a particular instrument would cause the Portfolio's overall value to decline to a greater degree.	The Fund cannot guarantee that it will achieve its investment objective. As with any mutual fund, the value of the Fund’s investments – and therefore, the value of Fund shares – may fluctuate. These changes may occur because of: Stock market risk – the Fund could lose value if the individual stocks in which it invests or overall stock markets in which such stocks trade go down. REIT and real estate risk – involves the risks that are associated with direct ownership of real estate and with the real estate industry in general. These risks include possible declines in the value of real estate, possible lack of availability of mortgage funds, unexpected vacancies of properties, and the relative lack of liquidity associated with investments in real estate. Liquidity risk – is the risk that a security cannot be sold, or cannot be sold quickly, at an acceptable price. Sector risk – emphasizing investment in real estate businesses can make the Fund more susceptible to financial, market or economic events affecting the particular issuers and real estate businesses in which it invests than funds that do not emphasize particular sectors. Nondiversified fund risk – because the Fund may hold larger positions in fewer securities than other funds, a single security’s increase or decrease in value may have a greater impact on the Fund’s value and total return. If the value of the Fund’s investments goes down, you may lose money.
Management Fees	0.74%123	0.70%
12b-1 Fees	0.00%	0.00%
Other Expenses	0.30%	0.30%124
Total Gross Expenses	1.04%	1.00%125
Waivers/Reimbursements	0.00%126	N/A
Total Net Expenses	1.04%	1.00%
Total Fund Assets by Share Class (as of 9-30-2008)	$669,097,899	$4,769,505
Performance History (as of 9-30-2008)
3 Mo.	4.20%	4.35%
1 Yr.	-14.33%	N/A
3 Yrs.	6.04%	N/A
5 Yrs.	14.59%	N/A
10 Yrs.	13.58%	N/A

The percentage of the Existing Fund’s assets in Class I that will be transferred to the Replacement Fund pursuant to the Substitution is approximately 49% as of 9/30/08. This comprised approximately 32% of the Existing Fund’s total assets as of 9/30/08.

The Section 26 Applicants believe that The Universal Institutional Funds, Inc. – U.S. Real Estate Portfolio and the NVIT – Van Kampen NVIT Real Estate Fund have

123 The Adviser is entitled to receive an advisory fee at an annual percentage of the Portfolio's average daily net assets as set forth in the table below:

First $500 million 0.80%

From $500 million to $1 billion 0.75%

More than $1 billion 0.70%.

124 “Other Expenses” include administrative services fees which currently are permitted to be up to 0.25%. Administrative services fees are estimated to be 0.15% during the current fiscal year ending December 31, 2008. The full 0.25% in administrative services fees is not reflected in “Other Expenses” at this time because the Fund does not anticipate selling shares to insurance companies that charge the full amount permitted.

125 Expenses are estimated based on the Fund’s projected net assets for 2008.

126 The Adviser has voluntarily agreed to reduce its advisory fee and/or reimburse the Portfolio so that total annual operating expenses of the Portfolio will not exceed 1.10% of its average daily net assets. For purposes of determining the amount of the voluntary advisory fee waiver and/or reimbursement, if any, the annual operating expenses of the Portfolio exclude certain investment related expenses such as foreign country tax expense and interest expense on amounts borrowed. As a result, the expense ratio, including these expenses, after fee waivers and/or reimbursements may be higher than 1.10%. Fee waivers and/or expense reimbursements are voluntary and the Adviser reserves the right to terminate any waiver and/or reimbursement at any time without notice.

For the fiscal year ended December 31, 2007, the Adviser received a fee for advisory services (net of fee waivers and/or expense reimbursements) equal to 0.74% of the Portfolio's average daily net assets.

similar investment objectives and substantially similar policies and risks. Both portfolios allow for investment in preferred securities and convertible securities. The management team utilized in the Existing Fund will be carried forward and utilized in the Replacement Fund. As such, the primary risks of the portfolios are substantially similar and are not material in nature.

This proposed Substitution will impact the following Contracts:

Separate Account	1940 Act File No.	1933 Act File No.	Contract/Class Identifier
Nationwide Variable Account-14	811-21205	333-104339	C000017946
Nationwide Variable Account-9	811-08241	333-28995	C000024720
Nationwide Variable Account-9	811-08241	333-28995	C000024727
Nationwide Variable Account-9	811-08241	333-28995	C000024728
Nationwide Variable Account-9	811-08241	333-28995	C000024730
Nationwide Variable Account-9	811-08241	333-52579	C000024732
Nationwide Variable Account-9	811-08241	333-53023	C000024722
Nationwide Variable Account-9	811-08241	333-53023	C000024723
Nationwide Variable Account-9	811-08241	333-53023	C000024725
Nationwide Variable Account-9	811-08241	333-56073	C000024721
Nationwide Variable Account-9	811-08241	333-56073	C000024734
Nationwide Variable Account-9	811-08241	333-79327	C000024726
Nationwide Variable Account-II	811-03330	002-75059	C000024495
Nationwide Variable Account-II	811-03330	033-60063	C000024502
Nationwide Variable Account-II	811-03330	033-67636	C000024501
Nationwide VL Separate Account-G	811-21697	333-121878	C000025954
Nationwide VL Separate Account-G	811-21697	333-140608	C000047649
Nationwide VLI Separate Account-2	811-05311	033-42180	C000025924
Nationwide VLI Separate Account-2	811-05311	033-62795	C000025923
Nationwide VLI Separate Account-4	811-08301	333-31725	C000025928
Nationwide VLI Separate Account-4	811-08301	333-31725	C000026839
Nationwide VLI Separate Account-4	811-08301	333-52615	C000025936
Nationwide VLI Separate Account-4	811-08301	333-52617	C000025932
Nationwide VLI Separate Account-4	811-08301	333-52617	C000025933
Nationwide VLI Separate Account-4	811-08301	333-69160	C000025937
Nationwide VLI Separate Account-4	811-08301	333-69160	C000025938
Nationwide VLI Separate Account-4	811-08301	333-83010	C000025929
Nationwide VLI Separate Account-4	811-08301	333-83010	C000025930
Nationwide VLI Separate Account-4	811-08301	333-94037	C000025934
Nationwide VLI Separate Account-4	811-08301	333-94037	C000025935

Separate Account	1940 Act File No.	1933 Act File No.	Contract/Class Identifier
Nationwide VLI Separate Account-7	811-21610	333-117998	C000025943
Nationwide VLI Separate Account-7	811-21610	333-121879	C000025944
Nationwide Provident VLI Separate Account 1	811-04460	033-42133	C000026802
Nationwide Provident VLI Separate Account 1	811-04460	333-82613	C000026806
Nationwide Provident VLI Separate Account A	811-08722	333-67775	C000026808
Nationwide Provident VLI Separate Account A	811-08722	333-71763	C000026803
Nationwide Provident VLI Separate Account A	811-08722	333-82611	C000026807
Nationwide Provident VLI Separate Account A	811-08722	333-84475	C000026801

35. The Universal Institutional Funds, Inc. – U.S. Real Estate Portfolio: Class II replaced by NVIT – Van Kampen NVIT Real Estate Fund: Class II

	Existing Fund	Replacement Fund
	The Universal Institutional Funds, Inc. – U.S. Real Estate Portfolio: Class II	NVIT – Van Kampen NVIT Real Estate Fund: Class II
Adviser:	Morgan Stanley Investment Management Inc., which does business in certain instances as “Van Kampen”.	Nationwide Fund Advisors
Sub-adviser:	N/A	Van Kampen Asset Management
Investment Objective:	Above average current income and long-term capital appreciation by investing primarily in equity securities of companies in the U.S. real estate industry, including real estate investment trusts.	Current income and long-term capital appreciation.
Investment Strategy:	The Adviser seeks a combination of above average current income and long-term capital appreciation by investing primarily in equity securities of companies in the U.S. real estate industry, including real estate investment trusts ("REITs"). The Portfolio focuses on REITs as well as real estate operating companies ("REOCs") that invest in a variety of property types and regions. The Adviser's approach emphasizes bottom-up stock selection with a top-down asset allocation overlay. The Adviser actively manages the Portfolio using a combination of top-down and bottom-up methodologies. The top-down asset allocation overlay is determined by focusing on key regional criteria, which include demographic and macroeconomic considerations (for example, population, employment, household formation and income). The Adviser employs a value-driven approach to bottom-up security selection, which emphasizes underlying asset values, values per square foot and property yields. In seeking an optimal matrix of regional and property market exposure, the Adviser considers broad demographic and macroeconomic factors as well as other criteria, such as space demand, new construction and rental patterns. The Adviser generally considers selling a portfolio holding when it determines that the holding is less attractive based on a number of factors, including changes in the holding's share price, earnings prospects relative to its peers and/or business prospects. Under normal circumstances, at least 80% of the Portfolio's assets will be invested in equity securities of companies in the U.S. real estate industry. This policy may be changed without shareholder approval; however, you would be notified in writing of any changes. A company is considered to be in the U.S. real estate industry if it meets the following tests: (1) a company is considered to be from the United States (i) if its securities are traded on a recognized stock exchange in the United States, (ii) if alone or on a consolidated basis it derives 50% or more of its annual revenues from either goods produced, sales made or services performed in the United States or (iii) if it is organized or has a principal office in the United States; and (2) a company is considered to be in the real estate industry if it (i) derives at least 50% of its revenues or profits from the ownership, construction, management, financing or sale of residential, commercial or industrial real estate, or (ii) has at least 50% of the fair market value of its assets invested in residential, commercial or industrial real estate.	Under normal circumstances, the Fund invests at least 80% of the value of its net assets in equity securities of U.S. real estate companies. These include the securities of real estate investment trusts (“REITs”) and real estate operating companies that invest in a variety of property types and regions. Equity securities in which the Fund may invest include common stocks, but may also include preferred stocks and convertible securities. The Fund is nondiversified. The Fund’s subadviser employs a combination of “topdown” and “bottom-up” approaches in managing the Fund’s portfolio. The top-down approach focuses on various regional criteria, which include demographic and macroeconomic considerations (for example, population, employment, household formation and income). The bottom-up approach focuses on individual issuers, emphasizing underlying asset values, values per square foot and property yields. The subadviser also considers other criteria, such as space demand, new construction and rental patterns. The subadviser generally considers selling a security when it determines that it is less attractive based on a number of factors, including changes in the price of the security, earnings prospects relative to its peers and/or business prospects. NFA has selected Van Kampen Asset Management as subadviser to manage the Fund’s portfolio on a day-to-day basis.
Principal Risks:	Investing in the Portfolio may be appropriate for you if you are willing to accept the risks and uncertainties of investing in the equity securities of U.S. real estate companies. In general, prices of equity securities are more volatile than those of fixed income securities. The prices of equity securities will rise and fall in response to a number of different factors. In particular, prices of equity securities will respond to events that affect entire financial markets or industries (changes in inflation or consumer demand, for example) and to events that affect particular issuers (news about the success or failure of a new product, for example). Investing in real estate companies entails the risks of the real estate business generally, including sensitivity to economic and business cycles, changing demographic patterns and government actions. In addition, at times the Portfolio's market sector, U.S. real estate securities, may under perform relative to other sectors or the overall market. Investing in REITs and REOCs exposes investors to the risks of owning real estate directly, as well as to risks that relate specifically to the way in which REITs and REOCs are organized and operated. REITs generally invest directly in real estate (equity REITs), in mortgages (mortgage REITs) or in some combination of the two (hybrid REITs). REOCs are entities that generally are engaged directly in real estate management or development activities. The Portfolio will invest primarily in equity REITs. Operating REITs requires specialized management skills and the Portfolio indirectly bears REIT management expenses along with the direct expenses of the Portfolio. Individual REITs may own a limited number of properties and may concentrate in a particular region or property type. REITs also must satisfy specific requirements of the Internal Revenue Code of 1986, as amended, in order to qualify for the tax-free pass through of income. The risks of investing in the Portfolio may be intensified because the Portfolio is non-diversified, which means that it may invest in securities of a limited number of issuers. As a result, the performance of a particular investment or a small group of investments may affect the Portfolio's performance more than if the Portfolio were diversified and a decline in the value of a particular instrument would cause the Portfolio's overall value to decline to a greater degree.	The Fund cannot guarantee that it will achieve its investment objective. As with any mutual fund, the value of the Fund’s investments – and therefore, the value of Fund shares may fluctuate. These changes may occur because of: Stock market risk – the Fund could lose value if the individual stocks in which it invests or overall stock markets in which such stocks trade go down. REIT and real estate risk – involves the risks that are associated with direct ownership of real estate and with the real estate industry in general. These risks include possible declines in the value of real estate, possible lack of availability of mortgage funds, unexpected vacancies of properties, and the relative lack of liquidity associated with investments in real estate. Liquidity risk – is the risk that a security cannot be sold, or cannot be sold quickly, at an acceptable price. Sector risk – emphasizing investment in real estate businesses can make the Fund more susceptible to financial, market or economic events affecting the particular issuers and real estate businesses in which it invests than funds that do not emphasize particular sectors. Nondiversified fund risk – because the Fund may hold larger positions in fewer securities than other funds, a single security’s increase or decrease in value may have a greater impact on the Fund’s value and total return. If the value of the Fund’s investments goes down, you may lose money.
Management Fees	0.74%127	0.70%
12b-1 Fees	0.35%	0.25%
Other Expenses	0.28%	0.30%128
Total Gross Expenses	1.37%	1.25%129
Waivers/Reimbursements	0.00%130	N/A
Total Net Expenses	1.37%	1.25%
Total Fund Assets by Share Class (as of 9-30-2008)	$344,248,170	$2,320,082
Performance History (as of 9-30-2008)
3 Mo.	4.13%	4.32%
1 Yr.	-14.53%	N/A
3 Yrs.	5.77%	N/A
5 Yrs.	14.31%	N/A
10 Yrs.	13.23%	N/A

The percentage of the Existing Fund’s assets in Class I that will be transferred to the Replacement Fund pursuant to the Substitution is approximately 24% as of 9/30/08. This comprised approximately 8% of the Existing Fund’s total assets as of 9/30/08.

127 The Adviser is entitled to receive an advisory fee at an annual percentage of the Portfolio's average daily net assets as set forth in the table below:

First $500 million 0.80%

From $500 million to $1 billion 0.75%

More than $1 billion 0.70%.

128 “Other Expenses” include administrative services fees which currently are permitted to be up to 0.25%. Administrative services fees are estimated to be 0.15% during the current fiscal year ending December 31, 2008. The full 0.25% in administrative services fees is not reflected in “Other Expenses” at this time because the Fund does not anticipate selling shares to insurance companies that charge the full amount permitted.

129 Expenses are estimated based on the Fund’s projected net assets for 2008.

130 The Adviser has voluntarily agreed to reduce its advisory fee and/or reimburse the Portfolio so that Total Annual Portfolio Operating Expenses, excluding certain investment related expenses described below (but including any 12b-1 fee paid to the Distributor), will not exceed 1.35%. In addition, the Distributor has voluntarily agreed to waive a portion of its 12b-1 fee. In determining the actual amount of voluntary advisory fee waivers and/or expense reimbursements for the Portfolio, if any, certain investment related expenses, such as foreign country tax expense and interest expense on amounts borrowed, are excluded from Total Annual Portfolio Operating Expenses. If these expenses were included, the Total Annual Portfolio Operating Expenses after voluntary fee waivers and/or expense reimbursements could exceed the expense ratios shown.

For the fiscal year ended December 31, 2007, after giving effect to the Adviser’s voluntary advisory fee waiver and/or expense reimbursement and the Distributor’s voluntary 12b-1 fee waiver, Total Annual Portfolio Operating Expenses incurred by investors, including certain investment related expenses, were 1.28%. The Total Annual Portfolio Operating Expenses excluding certain investment related expenses were 1.27%. Fee waivers and/or expense reimbursements are voluntary and the Adviser and/or Distributor reserve the right to terminate any waivers and/or reimbursements at any time and without notice.

The Section 26 Applicants believe that The Universal Institutional Funds, Inc. – U.S. Real Estate Portfolio and the NVIT – Van Kampen NVIT Real Estate Fund have similar investment objectives and substantially similar policies and risks. Both portfolios allow for investment in preferred securities and convertible securities. The management team utilized in the Existing Fund will be carried forward and utilized in the Replacement Fund. As such, the primary risks of the portfolios are substantially similar and are not material in nature.

This proposed Substitution will impact the following Contracts:

Separate Account	1940 Act File No.	1933 Act File No.	Contract/Class Identifier
Nationwide Variable Account-7	811-08666	033-89560	C000024647
Nationwide Variable Account-II	811-03330	333-103093	C000024503
Nationwide Variable Account-II	811-03330	333-103094	C000024504
Nationwide Variable Account-II	811-03330	333-103094	C000024505
Nationwide Variable Account-II	811-03330	333-103094	C000024506
Nationwide Variable Account-II	811-03330	333-103094	C000024537
Nationwide Variable Account-II	811-03330	333-103094	C000024538
Nationwide Variable Account-II	811-03330	333-103095	C000024507
Nationwide Variable Account-II	811-03330	333-103095	C000024508
Nationwide Variable Account-II	811-03330	333-104510	C000024499
Nationwide Variable Account-II	811-03330	333-104511	C000024497
Nationwide Variable Account-II	811-03330	333-104512	C000024498
Nationwide Variable Account-II	811-03330	333-104513	C000024496
Nationwide Variable Account-II	811-03330	333-104513	C000068828
Nationwide Variable Account-II	811-03330	333-105992	C000024500

36. Van Eck Worldwide Insurance Trust – Worldwide Emerging Markets Fund: Initial Class replaced by NVIT – Gartmore NVIT Emerging Markets Fund:

Class I

	Existing Fund	Replacement Fund
	Van Eck Worldwide Insurance Trust – Worldwide Emerging Markets Fund: Initial Class	NVIT – Gartmore NVIT Emerging Markets Fund: Class I
Adviser:	Van Eck Associates Corporation	Nationwide Fund Advisors
Sub-adviser:	N/A	Gartmore Global Partners
Investment Objective:	Long-term capital appreciation.	Long-term capital growth by investing primarily in equity securities of companies located in emerging market countries.
Investment Strategy:	Under normal conditions, the Fund will invest at least 80% of its assets (including net assets plus any amount of borrowing for investment purposes) in securities of companies that are organized in or maintain at least 50% of their assets in, or that derive at least 50% of their revenues from, emerging market countries. An emerging market country is any country that has been determined by an international organization, such as the World Bank, to have a low to middle income economy. The Fund's policy of investing at least 80% of its assets in emerging markets securities may be changed by the Board of Trustees without a shareholder vote, although shareholders will be provided with a 60 days' notice of any such change. Utilizing qualitative and quantitative measures, the Fund's portfolio manager selects companies that have growth potential within their market niche, specifically focusing on small to mid cap names. Candidates for the portfolio are ranked based on their relative desirability based on a wide range of financial criteria and are regularly reviewed to insure that they continue to meet the ranking and desirability criteria. The Fund's emerging market investments include common stocks, preferred stocks (either convertible or non-convertible), rights, warrants, direct equity interests in trusts, partnerships, joint ventures and other unincorporated entities or enterprises, convertible debt instruments and special classes of shares available only to foreigners in markets that restrict ownership of certain shares or classes to their own nationals or residents. Holdings may include issues denominated in currencies of emerging countries, investment companies (like country funds) that invest in emerging countries, and in American Depositary Receipts (ADRs), American Depositary Shares (ADSs), European Depositary Receipts (EDRs) and Global Depositary Receipts (GDRs) representing emerging markets securities. The Fund may also invest in derivatives, including future contracts, forward contracts, options, swaps, structured notes and other similar securities, and in collateralized mortgage obligations (CMOs) and other mortgage and non-mortgage asset-backed securities. The Fund generally emphasizes investments in equity securities, but may also invest in debt securities of any quality, as long as not more than 20% of its assets are held in debt securities rated below investment grade ("junk bonds"). The Fund may also invest in derivative instruments whose value is linked to the price of hard assets, including commodities or commodity indices, to gain or hedge exposure to hard assets and hard assets securities. The Fund may purchase and sell financial and commodity futures contracts and options on financial futures and commodity contracts and may also write, purchase or sell put or call options on securities, foreign currencies, commodities and commodity indices, and structured notes. The Fund may invest up to 20% of its net assets in financial options and futures, forward and spot currency contracts, swap transactions and other financial contracts or derivative instruments that are linked to or backed by commodities that are not hard assets. The Fund may invest up to 20% of its net assets in securities issued by other investment companies (excluding money market funds), including open end and closed end funds and exchange traded funds (“ETFs”), subject to limitations under the Investment Company Act of 1940 (the “1940 Act”). The Fund may invest in investment companies which are sponsored or advised by the Adviser and/or its affiliates (each, a “Van Eck Investment Company”). However, in no event will the Fund invest more than 5% of its net assets in any single Van Eck Investment Company. To eliminate the duplication of fees, the Adviser will offset the advisory fee it charges to the Fund by the amount it collects as an advisory fee from the Van Eck Investment Company as a result of the Fund’s investment. The Fund may borrow for liquidity or investment purposes, provided that the amount of borrowing is no more than one-third of the net assets of the Fund plus the amount of the borrowing. The Fund may take temporary defensive positions in anticipation of or in an attempt to respond to adverse market, economic, political or other conditions. A defensive posture is designed to protect the Fund from an anticipated decline in the markets in which the Fund invests, but could have the effect of reducing the benefit from any market increase.	Under normal circumstances, the Fund invests at least 80% of the value of its net assets in equity securities issued by companies that are located in, or that derive a significant portion of their earnings or revenues from, emerging market countries. The Fund emphasizes companies that the subadviser believes have the potential to deliver unexpected earnings. The Fund may invest in companies of any size, including small- andmid-cap companies. The subadviser looks for emerging markets that it believes offer the potential for strong economic growth, and tries to avoid emerging markets it believes might be politically or economically unstable. The subadviser assesses the valuation and growth rates both of a particular company and of the emerging market where the company is located. The subadviser conducts proprietary research in order to form an independent perspective that provides a basis for valuing stocks. By comparing its own valuations of individual companies to those of the market, the subadviser seeks to pinpoint companies whose prospects appear different from the market’s consensus. The Fund also may use derivatives, such as futures and options, either as a substitute for taking a position in an underlying asset, to increase returns or as part of a hedging strategy. The Fund may engage in active and frequent trading of portfolio securities. The subadviser typically sells a security if it appears to no longer offer the potential for unexpected earnings. The subadviser specifically monitors: • earnings revisions and surprises; • stock price performance and • any information indicating a change in the industry or franchise assessment of a company. NFA has selected Gartmore Global Partners as subadviser to manage the Fund’s portfolio on a day-to-day basis.
Principal Risks:	An investment in the Fund involves the risk of losing money. The Fund is subject to the risks associated with its investments in emerging market securities, which tend to be more volatile and less liquid than securities traded in developed countries. The Fund's investments in foreign securities involve risks related to adverse political and economic developments unique to a country or a region, currency fluctuations or controls, and the possibility of arbitrary action by foreign governments, including the takeover of property without adequate compensation or imposition of prohibitive taxation. The Fund is also subject to inflation risk, which is the potential that money will decrease in value and thereby decrease the value of the assets in which it is invested, and short-sales risk, such as a risk of loss that the security that was sold short increases in value. The Fund is also subject to risks associated with investments in derivatives, commodity-linked instruments, illiquid securities, and asset-backed securities and CMOs. In addition, the Fund is subject to risks associated with investments in debt securities, including credit risk (the possibility that an issuer may default by failing to repay both interest and principal), interest rate risk (the potential that the value of a security will decrease due to a rise in interest rates), and the risk of investing in debt securities rated below investment grade ("junk bonds"). The Fund is subject to risks associated with investments in other investment companies, which include the risks associated with the underlying investment company's portfolio. To the extent that the Fund invests in small or mid-cap companies, it is subject to certain risks such as price volatility, low trading volume and illiquidity. The Fund is classified as a non-diversified fund under the 1940 Act, which means that the Fund is not required to invest in a minimum number of different securities, and therefore is subject to non-diversification risk. The Fund's overall portfolio may be affected by changes in the value of a small number of securities. Because the Fund may borrow to buy more securities and for other purposes, it is subject to the risks associated with leverage. Leverage exaggerates the effect of rises or falls in prices of securities bought with borrowed money, and entails costs associated with borrowing, including fees and interest. An investment in the Fund should be considered part of an overall investment program, rather than a complete investment program. For more information about these risks, see the “Additional Investment Strategies" section.	The Fund cannot guarantee that it will achieve its investment objective. As with any fund, the value of the Fund’s investments – and therefore, the value of Fund shares – may fluctuate. These changes may occur because of, • earnings revisions and surprises; • stock price performance and • any information indicating a change in the industry or franchise assessment of a company. among other things: Foreign securities risk – foreign securities may be more volatile, harder to price and less liquid than U.S. securities. The prices of foreign securities may be further affected by other factors, such as changes in the exchange rates between the dollar and the currencies in which the securities are traded. Emerging markets risk – a magnification of the risks that apply to all foreign investments. These risks are greater for securities of companies in emerging market countries because the countries may have less stable governments, more volatile currencies and less established markets. Stock market risk – the Fund could lose value if the individual stocks in which it invests or overall stock markets in which such stocks trade go down. Small- and mid-cap securities risk – in general, stocks of small- and mid-cap companies may be more volatile and less liquid than larger company stocks. Derivatives risk – the Fund may experience a significant loss or otherwise lose opportunities for gains if it uses certain derivatives (e.g., options, futures, forwards and forward commitments, and swap agreements) when the security prices, interest rates, currency values or other such measures underlying derivatives change in unexpected ways. In addition, derivatives may involve additional expenses, which can reduce any benefit or increase any loss to the Fund from using a derivatives strategy. Derivatives also present default risks if the counterparty to a derivatives contract fails to fulfill its obligations to the Fund. The fund is classified as a diversified fund under the 1940 Act. Portfolio turnover – a higher portfolio turnover rate results in higher transaction costs for the Fund, and may increase the volatility of the Fund. If the value of the Fund’s investments goes down, you may lose money.
Management Fees	1.00%	0.95%131
12b-1 Fees	0.00%	0.00%
Other Expenses	0.23%	0.25%132
Total Gross Expenses	1.23%	1.21%
Waivers/Reimbursements	N/A	N/A
Total Net Expenses	1.23%	1.20%133
Total Fund Assets by Share Class (as of 9-30-2008)	$114,389,014	$136,094,385
Performance History (as of 9-30-2008)
3 Mo.	-35.53%	-31.04%
1 Yr.	-44.38%	-36.73%
3 Yrs.	3.41%	8.57%
5 Yrs.	15.30%	18.74%
10 Yrs.	13.35%	N/A

The percentage of the Van Eck Worldwide Insurance Trust – Worldwide Emerging Markets Fund assets that will be transferred to the NVIT – Gartmore NVIT Emerging Markets Fund: Class I pursuant to the Substitution is approximately 1% as of 9/30/08. This comprised approximately 0.4% of the Existing Fund’s total assets as of 9/30/08. (Another 44% of the assets in Van Eck Worldwide Insurance Trust – Worldwide Emerging Markets Fund is proposed to be substituted into the NVIT – Gartmore NVIT Emerging Markets Fund: Class III.)

Shareholder approval of reliance on the discretion provided by the Manager of Managers Order (discussed in Section II.B.) was received on or about September 1, 2000.

The Section 26 Applicants believe that the Van Eck Worldwide Insurance Trust – Worldwide Emerging Markets Fund and the NVIT – Gartmore NVIT Emerging Markets Fund have similar investment objectives and substantially similar policies and risks. Each of the portfolios must invest at least 80% of assets in securities of companies that are located in or derive a significant portion of their earnings or revenues from emerging market countries. The Van Eck Worldwide Insurance Trust – Worldwide Emerging Markets Fund specifies that those companies may derive at least 50% of their revenues from emerging markets countries or must maintain at least 50% of their assets in emerging markets countries. Both portfolios allow for the use of derivatives and mortgage-backed securities without specific limitations. The NVIT – Gartmore NVIT Emerging Markets Fund does not indicate any specific limitations on its investments in derivatives and junk bonds. As of 8/31/08, the most recent date available in Morningstar Direct as of 12/3/08, the NVIT – Gartmore NVIT Emerging Markets Fund did not hold any derivatives, high yield or mortgage backed securities. In addition, as of 9/30/08, the

131 The management fee may be adjusted by asset-level breakpoints, according to the following schedule:

132 “Other Expenses” include administrative services fees which currently are 0.16%, but which are permitted to be as high as 0.25%. The full 0.25% in administrative services fees is not reflected in “Other Expenses” at this time because the Fund does not currently sell its shares to insurance companies that charge the full amount permitted. If the full amount of administrative services fees were charged, total operating expenses would be 1.29%.

133 The Trust and the Adviser have entered into a written contract limiting operating expenses to 1.40% until at least May 1, 2009. This limit excludes certain Fund expenses, including any taxes, interest, brokerage fees, Rule 12b-1 fees, short-sale dividend expenses, administrative services fees, other expenses which are capitalized in accordance with generally accepted accounting principles and may exclude other non-routine expenses not incurred in the ordinary course of the Fund's business. The Trust is authorized to reimburse the Adviser for management fees previously waived and/or for expenses previously paid by the Adviser provided, however, that any reimbursements must be paid at a date not more than three years after the fiscal year in which the Adviser waived the fees or reimbursed the expenses and the reimbursements do not cause the Fund to exceed the expense limitation in the agreement. Currently, the Fund is operating below the expense limit.

Van Eck Worldwide Insurance Trust – Worldwide Emerging Markets Fund did not hold any mortgage backed securities and less than 1% of its net assets were in derivatives securities.

This proposed Substitution will impact the following Contracts:

Separate Account	1940 Act File No.	1933 Act File No.	Contract/Class Identifier
Nationwide Variable Account-9	811-08241	333-28995	C000024728
Nationwide Variable Account-9	811-08241	333-56073	C000024721

37. Van Eck Worldwide Insurance Trust – Worldwide Emerging Markets Fund: Initial Class replaced by NVIT – Gartmore NVIT Emerging Markets Fund:

Class III134

	Existing Fund	Replacement Fund
	Van Eck Worldwide Insurance Trust – Worldwide Emerging Markets Fund: Initial Class	NVIT – Gartmore NVIT Emerging Markets Fund: Class III
Adviser:	Van Eck Associates Corporation	Nationwide Fund Advisors
Sub-adviser:	N/A	Gartmore Global Partners
Investment Objective:	Long-term capital appreciation.	Long-term capital growth by investing primarily in equity securities of companies located in emerging market countries.
Investment Strategy:	Under normal conditions, the Fund will invest at least 80% of its assets (including net assets plus any amount of borrowing for investment purposes) in securities of companies that are organized in or maintain at least 50% of their assets in, or that derive at least 50% of their revenues from, emerging market countries. An emerging market country is any country that has been determined by an international organization, such as the World Bank, to have a low to middle income economy. The Fund's policy of investing at least 80% of its assets in emerging markets securities may be changed by the Board of Trustees without a shareholder vote, although shareholders will be provided with a 60 days' notice of any such change. Utilizing qualitative and quantitative measures, the Fund's portfolio manager selects companies that have growth potential within their market niche, specifically focusing on small to mid cap names. Candidates for the portfolio are ranked based on their relative desirability based on a wide range of financial criteria and are regularly reviewed to insure that they continue to meet the ranking and desirability criteria. The Fund's emerging market investments include common stocks, preferred stocks (either convertible or non-convertible), rights, warrants, direct equity interests in trusts, partnerships, joint ventures and other unincorporated entities or enterprises, convertible debt instruments and special classes of shares available only to foreigners in markets that restrict ownership of certain shares or classes to their own nationals or residents. Holdings may include issues denominated in currencies of emerging countries, investment companies (like country funds) that invest in emerging countries, and in American Depositary Receipts (ADRs), American Depositary Shares (ADSs), European Depositary Receipts (EDRs) and Global Depositary Receipts (GDRs) representing emerging markets securities. The Fund may also invest in derivatives, including future contracts, forward contracts, options, swaps, structured notes and other similar securities, and in collateralized mortgage obligations (CMOs) and other mortgage and non-mortgage asset-backed securities. The Fund generally emphasizes investments in equity securities, but may also invest in debt securities of any quality, as long as not more than 20% of its assets are held in debt securities rated below investment grade ("junk bonds"). The Fund may also invest in derivative instruments whose value is linked to the price of hard assets, including commodities or commodity indices, to gain or hedge exposure to hard assets and hard assets securities. The Fund may purchase and sell financial and commodity futures contracts and options on financial futures and commodity contracts and may also write, purchase or sell put or call options on securities, foreign currencies, commodities and commodity indices, and structured notes. The Fund may invest up to 20% of its net assets in financial options and futures, forward and spot currency contracts, swap transactions and other financial contracts or derivative instruments that are linked to or backed by commodities that are not hard assets. The Fund may invest up to 20% of its net assets in securities issued by other investment companies (excluding money market funds), including open end and closed end funds and exchange traded funds (“ETFs”), subject to limitations under the Investment Company Act of 1940 (the “1940 Act”). The Fund may invest in investment companies which are sponsored or advised by the Adviser and/or its affiliates (each, a “Van Eck Investment Company”). However, in no event will the Fund invest more than 5% of its net assets in any single Van Eck Investment Company. To eliminate the duplication of fees, the Adviser will offset the advisory fee it charges to the Fund by the amount it collects as an advisory fee from the Van Eck Investment Company as a result of the Fund’s investment. The Fund may borrow for liquidity or investment purposes, provided that the amount of borrowing is no more than one-third of the net assets of the Fund plus the amount of the borrowing. The Fund may take temporary defensive positions in anticipation of or in an attempt to respond to adverse market, economic, political or other conditions. A defensive posture is designed to protect the Fund from an anticipated decline in the markets in which the Fund invests, but could have the effect of reducing the benefit from any market increase.	Under normal circumstances, the Fund invests at least 80% of the value of its net assets in equity securities issued by companies that are located in, or that derive a significant portion of their earnings or revenues from, emerging market countries. The Fund emphasizes companies that the subadviser believes have the potential to deliver unexpected earnings. The Fund may invest in companies of any size, including small- andmid-cap companies. The subadviser looks for emerging markets that it believes offer the potential for strong economic growth, and tries to avoid emerging markets it believes might be politically or economically unstable. The subadviser assesses the valuation and growth rates both of a particular company and of the emerging market where the company is located. The subadviser conducts proprietary research in order to form an independent perspective that provides a basis for valuing stocks. By comparing its own valuations of individual companies to those of the market, the subadviser seeks to pinpoint companies whose prospects appear different from the market’s consensus. The Fund also may use derivatives, such as futures and options, either as a substitute for taking a position in an underlying asset, to increase returns or as part of a hedging strategy. The Fund may engage in active and frequent trading of portfolio securities. The subadviser typically sells a security if it appears to no longer offer the potential for unexpected earnings. The subadviser specifically monitors: • earnings revisions and surprises; • stock price performance and • any information indicating a change in the industry or franchise assessment of a company. NFA has selected Gartmore Global Partners as subadviser to manage the Fund’s portfolio on a day-to-day basis.
Principal Risks:	An investment in the Fund involves the risk of losing money. The Fund is subject to the risks associated with its investments in emerging market securities, which tend to be more volatile and less liquid than securities traded in developed countries. The Fund's investments in foreign securities involve risks related to adverse political and economic developments unique to a country or a region, currency fluctuations or controls, and the possibility of arbitrary action by foreign governments, including the takeover of property without adequate compensation or imposition of prohibitive taxation. The Fund is also subject to inflation risk, which is the potential that money will decrease in value and thereby decrease the value of the assets in which it is invested, and short-sales risk, such as a risk of loss that the security that was sold short increases in value. The Fund is also subject to risks associated with investments in derivatives, commodity-linked instruments, illiquid securities, and asset-backed securities and CMOs. In addition, the Fund is subject to risks associated with investments in debt securities, including credit risk (the possibility that an issuer may default by failing to repay both interest and principal), interest rate risk (the potential that the value of a security will decrease due to a rise in interest rates), and the risk of investing in debt securities rated below investment grade ("junk bonds"). The Fund is subject to risks associated with investments in other investment companies, which include the risks associated with the underlying investment company's portfolio. To the extent that the Fund invests in small or mid-cap companies, it is subject to certain risks such as price volatility, low trading volume and illiquidity. The Fund is classified as a non-diversified fund under the 1940 Act, which means that the Fund is not required to invest in a minimum number of different securities, and therefore is subject to non-diversification risk. The Fund's overall portfolio may be affected by changes in the value of a small number of securities. Because the Fund may borrow to buy more securities and for other purposes, it is subject to the risks associated with leverage. Leverage exaggerates the effect of rises or falls in prices of securities bought with borrowed money, and entails costs associated with borrowing, including fees and interest. An investment in the Fund should be considered part of an overall investment program, rather than a complete investment program. For more information about these risks, see the “Additional Investment Strategies" section.	The Fund cannot guarantee that it will achieve its investment objective. As with any fund, the value of the Fund’s investments – and therefore, the value of Fund shares – may fluctuate. These changes may occur because of, • earnings revisions and surprises; • stock price performance and • any information indicating a change in the industry or franchise assessment of a company. among other things: Foreign securities risk – foreign securities may be more volatile, harder to price and less liquid than U.S. securities. The prices of foreign securities may be further affected by other factors, such as changes in the exchange rates between the dollar and the currencies in which the securities are traded. Emerging markets risk – a magnification of the risks that apply to all foreign investments. These risks are greater for securities of companies in emerging market countries because the countries may have less stable governments, more volatile currencies and less established markets. Stock market risk – the Fund could lose value if the individual stocks in which it invests or overall stock markets in which such stocks trade go down. Small- and mid-cap securities risk – in general, stocks of small- and mid-cap companies may be more volatile and less liquid than larger company stocks. Derivatives risk – the Fund may experience a significant loss or otherwise lose opportunities for gains if it uses certain derivatives (e.g., options, futures, forwards and forward commitments, and swap agreements) when the security prices, interest rates, currency values or other such measures underlying derivatives change in unexpected ways. In addition, derivatives may involve additional expenses, which can reduce any benefit or increase any loss to the Fund from using a derivatives strategy. Derivatives also present default risks if the counterparty to a derivatives contract fails to fulfill its obligations to the Fund. The fund is classified as a diversified fund under the 1940 Act. Portfolio turnover – a higher portfolio turnover rate results in higher transaction costs for the Fund, and may increase the volatility of the Fund. If the value of the Fund’s investments goes down, you may lose money.
Management Fees	1.00%	0.95%135
12b-1 Fees	0.00%	0.00%
Other Expenses	0.23%	0.25%136
Total Gross Expenses	1.23%	1.21%
Waivers/Reimbursements	N/A	N/A
Total Net Expenses	1.23%	1.20%137
Total Fund Assets by Share Class (as of 9-30-2008)	$114,389,014	$136,094,385
Performance History (as of 9-30-2008)
3 Mo.	-35.53%	-31.04%
1 Yr.	-44.38%	-36.73%
3 Yrs.	3.41%	8.57%
5 Yrs.	15.30%	18.74%
10 Yrs.	13.35%	N/A

The percentage of the Van Eck Worldwide Insurance Trust – Worldwide Emerging Markets Fund assets that will be transferred to the NVIT – Gartmore NVIT Emerging Markets Fund: Class III pursuant to the Substitution is approximately 44% as of 9/30/08. This comprised approximately 33% of the Existing Fund’s total assets as of 9/30/08. (Another 1% of the assets in Van Eck Worldwide Insurance Trust – Worldwide Emerging Markets Fund is proposed to be substituted into the NVIT – Gartmore NVIT Emerging Markets Fund: Class I.)

Shareholder approval of reliance on the discretion provided by the Manager of Managers Order (discussed in Section II.B.) was received on or about September 1, 2000.

134 This underlying mutual fund assesses (or reserves the right to assess) a short-term trading fee.

135 The management fee may be adjusted by asset-level breakpoints, according to the following schedule:

136 “Other Expenses” include administrative services fees which currently are 0.16%, but which are permitted to be as high as 0.25%. The full 0.25% in administrative services fees is not reflected in “Other Expenses” at this time because the Fund does not currently sell its shares to insurance companies that charge the full amount permitted. If the full amount of administrative services fees were charged, total operating expenses would be 1.29%.

137 The Trust and the Adviser have entered into a written contract limiting operating expenses to 1.40% until at least May 1, 2009. This limit excludes certain Fund expenses, including any taxes, interest, brokerage fees, Rule 12b-1 fees, short-sale dividend expenses, administrative services fees, other expenses which are capitalized in accordance with generally accepted accounting principles and may exclude other non-routine expenses not incurred in the ordinary course of the Fund's business. The Trust is authorized to reimburse the Adviser for management fees previously waived and/or for expenses previously paid by the Adviser provided, however, that any reimbursements must be paid at a date not more than three years after the fiscal year in which the Adviser waived the fees or reimbursed the expenses and the reimbursements do not cause the Fund to exceed the expense limitation in the agreement. Currently, the Fund is operating below the expense limit.

Van Eck Worldwide Insurance Trust – Worldwide Emerging Markets Fund did not hold any mortgage backed securities and less than 1% of its net assets were in derivatives securities.

This proposed Substitution will impact the following Contracts:

Separate Account	1940 Act File No.	1933 Act File No.	Contract/Class Identifier
Nationwide Provident VLI Separate Account 1	811-04460	033-02625	C000026805
Nationwide Provident VLI Separate Account 1	811-04460	033-42133	C000026802
Nationwide Provident VLI Separate Account 1	811-04460	333-82613	C000026806
Nationwide Provident VLI Separate Account A	811-08722	333-67775	C000026808
Nationwide Provident VLI Separate Account A	811-08722	333-71763	C000026803
Nationwide Provident VLI Separate Account A	811-08722	333-82611	C000026807
Nationwide Provident VLI Separate Account A	811-08722	333-84475	C000026801
Nationwide Variable Account-9	811-08241	333-79327	C000024726
Nationwide Variable Account-9	811-08241	333-53203	C000024723
Nationwide Variable Account-9	811-08241	333-52579	C000024732
Nationwide Variable Account-9	811-08241	333-28995	C000024720
Nationwide Variable Account-9	811-08241	333-56073	C000024734
Nationwide Variable Account-9	811-08241	333-28995	C000024727
Nationwide Variable Account-9	811-08241	333-28995	C000024730
Nationwide Variable Account-9	811-08241	333-53023	C000024725
Nationwide Variable Account-II	811-03330	002-75059	C000024495
Nationwide Variable Account-II	811-03330	033-67636	C000024501
Nationwide Variable Account-II	811-03330	033-60063	C000024502
Nationwide VLI Separate Account-2	811-05311	033-42180	C000025924
Nationwide VLI Separate Account-2	811-05311	033-62795	C000025923
Nationwide VLI Separate Account-4	811-08301	333-52617	C000025932
Nationwide VLI Separate Account-4	811-08301	333-52617	C000025933
Nationwide VLI Separate Account-4	811-08301	333-52615	C000025936
Nationwide VLI Separate Account-4	811-08301	333-31725	C000025928
Nationwide VLI Separate Account-4	811-08301	333-31725	C000026839
Nationwide VLI Separate Account-4	811-08301	333-94037	C000025934
Nationwide VLI Separate Account-4	811-08301	333-94037	C000025935
Nationwide VLI Separate Account-4	811-08301	333-69160	C000025937

Separate Account	1940 Act File No.	1933 Act File No.	Contract/Class Identifier
Nationwide VLI Separate Account-4	811-08301	333-69160	C000025938
Nationwide VLI Separate Account-4	811-08301	333-83010	C000025929
Nationwide VLI Separate Account-4	811-08301	333-83010	C000025930

38. Van Eck Worldwide Insurance Trust – Worldwide Emerging Markets Fund: Class R1138 replaced by NVIT – Gartmore NVIT Emerging Markets Fund:

Class III139

	Existing Fund	Replacement Fund
	Van Eck Worldwide Insurance Trust – Worldwide Emerging Markets Fund: Class R1	NVIT – Gartmore NVIT Emerging Markets Fund: Class III
Adviser:	Van Eck Associates Corporation	Nationwide Fund Advisors
Sub-adviser:	N/A	Gartmore Global Partners
Investment Objective:	Long-term capital appreciation.	Long-term capital growth by investing primarily in equity securities of companies located in emerging market countries.
Investment Strategy:	Under normal conditions, the Fund will invest at least 80% of its assets (including net assets plus any amount of borrowing for investment purposes) in securities of companies that are organized in or maintain at least 50% of their assets in, or that derive at least 50% of their revenues from, emerging market countries. An emerging market country is any country that has been determined by an international organization, such as the World Bank, to have a low to middle income economy. The Fund's policy of investing at least 80% of its assets in emerging markets securities may be changed by the Board of Trustees without a shareholder vote, although shareholders will be provided with a 60 days' notice of any such change. Utilizing qualitative and quantitative measures, the Fund’s portfolio manager selects companies that have growth potential within their market niche, specifically focusing on small to mid cap names. Candidates for the portfolio are ranked based on their relative desirability based on a wide range of financial criteria and are regularly reviewed to insure that they continue to meet the ranking and desirability criteria. The Fund’s emerging market investments include common stocks, preferred stocks (either convertible or nonconvertible), rights, warrants, direct equity interests in trusts, partnerships, joint ventures and other unincorporated entities or enterprises, convertible debt instruments and special classes of shares available only to foreigners in markets that restrict ownership of certain shares or classes to their own nationals or residents. Holdings may include issues denominated in currencies of emerging countries, investment companies (like country funds) that invest in emerging countries, and in American Depositary Receipts (ADRs), American Depositary Shares (ADSs), European Depositary Receipts (EDRs) and Global Depositary Receipts (GDRs) representing emerging markets securities. The Fund may also invest in derivatives, including future contracts, forward contracts, options, swaps, structured notes and other similar securities, and in collateralized mortgage obligations (CMOs) and other mortgage and nonmortgage asset-backed securities. The Fund generally emphasizes investments in equity securities, but may also invest in debt securities of any quality, as long as not more than 20% of its assets are held in debt securities rated below investment grade (“junk bonds”). The Fund may also invest in derivative instruments whose value is linked to the price of hard assets, including commodities or commodity indices, to gain or hedge exposure to hard assets and hard assets securities. The Fund may purchase and sell financial and commodity futures contracts and options on financial futures and commodity contracts and may also write, purchase or sell put or call options on securities, foreign currencies, commodities and commodity indices, and structured notes. The Fund may invest up to 20% of its net assets in financial options and futures, forward and spot currency contracts, swap transactions and other financial contracts or derivative instruments that are linked to or backed by commodities that are not hard assets. The Fund may invest up to 20% of its net assets in securities issued by other investment companies (excluding money market funds), including open end and closed end funds and exchange traded funds (“ETFs”), subject to limitations under the Investment Company Act of 1940 (the “1940 Act”). The Fund may invest in investment companies which are sponsored or advised by the Adviser and/or its affiliates (each, a “Van Eck Investment Company”). However, in no event will the Fund invest more than 5% of its net assets in any single Van Eck Investment Company. To eliminate the duplication of fees, the Adviser will offset the advisory fee it charges to the Fund by the amount it collects as an advisory fee from the Van Eck Investment Company as a result of the Fund’s investment. The Fund may borrow for liquidity or investment purposes, provided that the amount of borrowing is no more than one-third of the net assets of the Fund plus the amount of the borrowing. The Fund may take temporary defensive positions in anticipation of or in an attempt to respond to adverse market, economic, political or other conditions. A defensive posture is designed to protect the Fund from an anticipated decline in the markets in which the Fund invests, but could have the effect of reducing the benefit from any market increase.	Under normal circumstances, the Fund invests at least 80% of the value of its net assets in equity securities issued by companies that are located in, or that derive a significant portion of their earnings or revenues from, emerging market countries. The Fund emphasizes companies that the subadviser believes have the potential to deliver unexpected earnings. The Fund may invest in companies of any size, including small- andmid-cap companies. The subadviser looks for emerging markets that it believes offer the potential for strong economic growth, and tries to avoid emerging markets it believes might be politically or economically unstable. The subadviser assesses the valuation and growth rates both of a particular company and of the emerging market where the company is located. The subadviser conducts proprietary research in order to form an independent perspective that provides a basis for valuing stocks. By comparing its own valuations of individual companies to those of the market, the subadviser seeks to pinpoint companies whose prospects appear different from the market’s consensus. The Fund also may use derivatives, such as futures and options, either as a substitute for taking a position in an underlying asset, to increase returns or as part of a hedging strategy. The Fund may engage in active and frequent trading of portfolio securities. The subadviser typically sells a security if it appears to no longer offer the potential for unexpected earnings. The subadviser specifically monitors: • earnings revisions and surprises; • stock price performance and • any information indicating a change in the industry or franchise assessment of a company. NFA has selected Gartmore Global Partners as subadviser to manage the Fund’s portfolio on a day-to-day basis.
Principal Risks:	An investment in the Fund involves the risk of losing money. The Fund is subject to the risks associated with its investments in emerging market securities, which tend to be more volatile and less liquid than securities traded in developed countries. The Fund's investments in foreign securities involve risks related to adverse political and economic developments unique to a country or a region, currency fluctuations or controls, and the possibility of arbitrary action by foreign governments, including the takeover of property without adequate compensation or imposition of prohibitive taxation. The Fund is also subject to inflation risk, which is the potential that money will decrease in value and thereby decrease the value of the assets in which it is invested, and short-sales risk, such as a risk of loss that the security that was sold short increases in value. The Fund is also subject to risks associated with investments in derivatives, commodity-linked instruments, illiquid securities, and asset-backed securities and CMOs. In addition, the Fund is subject to risks associated with investments in debt securities, including credit risk (the possibility that an issuer may default by failing to repay both interest and principal), interest rate risk (the potential that the value of a security will decrease due to a rise in interest rates), and the risk of investing in debt securities rated below investment grade ("junk bonds"). The Fund is subject to risks associated with investments in other investment companies, which include the risks associated with the underlying investment company's portfolio. To the extent that the Fund invests in small or mid-cap companies, it is subject to certain risks such as price volatility, low trading volume and illiquidity. The Fund is classified as a non-diversified fund under the 1940 Act, which means that the Fund is not required to invest in a minimum number of different securities, and therefore is subject to non-diversification risk. The Fund's overall portfolio may be affected by changes in the value of a small number of securities. Because the Fund may borrow to buy more securities and for other purposes, it is subject to the risks associated with leverage. Leverage exaggerates the effect of rises or falls in prices of securities bought with borrowed money, and entails costs associated with borrowing, including fees and interest. An investment in the Fund should be considered part of an overall investment program, rather than a complete investment program. For more information about these risks, see the “Additional Investment Strategies" section.	The Fund cannot guarantee that it will achieve its investment objective. As with any fund, the value of the Fund’s investments – and therefore, the value of Fund shares – may fluctuate. These changes may occur because of, • earnings revisions and surprises; • stock price performance and • any information indicating a change in the industry or franchise assessment of a company. among other things: Foreign securities risk – foreign securities may be more volatile, harder to price and less liquid than U.S. securities. The prices of foreign securities may be further affected by other factors, such as changes in the exchange rates between the dollar and the currencies in which the securities are traded. Emerging markets risk – a magnification of the risks that apply to all foreign investments. These risks are greater for securities of companies in emerging market countries because the countries may have less stable governments, more volatile currencies and less established markets. Stock market risk – the Fund could lose value if the individual stocks in which it invests or overall stock markets in which such stocks trade go down. Small- and mid-cap securities risk – in general, stocks of small- and mid-cap companies may be more volatile and less liquid than larger company stocks. Derivatives risk – the Fund may experience a significant loss or otherwise lose opportunities for gains if it uses certain derivatives (e.g., options, futures, forwards and forward commitments, and swap agreements) when the security prices, interest rates, currency values or other such measures underlying derivatives change in unexpected ways. In addition, derivatives may involve additional expenses, which can reduce any benefit or increase any loss to the Fund from using a derivatives strategy. Derivatives also present default risks if the counterparty to a derivatives contract fails to fulfill its obligations to the Fund. The Fund is classified as a diversified fund under the 1940 Act. Portfolio turnover – a higher portfolio turnover rate results in higher transaction costs for the Fund, and may increase the volatility of the Fund. If the value of the Fund’s investments goes down, you may lose money.
Management Fees	1.00%	0.95%140
12b-1 Fees	0.00%	0.00%
Other Expenses	0.24%	0.25%141
Total Gross Expenses	1.24%	1.20%
Waivers/Reimbursements	N/A	N/A
Total Net Expenses	1.24%	1.21%142
Total Fund Assets by Share Class (as of 9-30-2008)	$39,260,283	$136,094,385
Performance History (as of 9-30-2008)
3 Mo.	-35.54%	-31.04%
1 Yr.	-44.36%	-36.73%
3 Yrs.	3.42%	8.57%
5 Yrs.	15.28%	18.74%
10 Yrs.	13.34%	N/A

The percentage of the Existing Fund’s assets in Class R that will be transferred to the Replacement Fund pursuant to the Substitution is approximately 73% as of 9/30/08. This comprised approximately 19% of the Existing Fund’s total assets as of 9/30/08.

Shareholder approval of reliance on the discretion provided by the Manager of Managers Order (discussed in Section II.B.) was received on or about September 1, 2000

138 This underlying mutual fund assesses (or reserves the right to assess) a short-term trading fee.

139 This underlying mutual fund assesses (or reserves the right to assess) a short-term trading fee.

140 The management fee may be adjusted by asset-level breakpoints, according to the following schedule: