April 23, 2015
VIA EDGAR
The United States Securities and
Exchange Commission
100 F. Street, NE
Washington, D.C. 20549-8629
Exchange Commission
100 F. Street, NE
Washington, D.C. 20549-8629
Subject: | Nationwide Life Insurance Company |
Registration Statement on Form S-1 (File No. 333-203062)
CIK Number: 0000205695
CIK Number: 0000205695
Dear Mr. Oh:
We are filing this correspondence in relation to the above referenced Registration Statement on behalf of Nationwide Life Insurance Company ("Nationwide"). This filing is being made electronically via EDGAR in accordance with Regulation S-T.
On March 27, 2015, Nationwide filed an initial Registration Statement on Form S-1 pursuant to Rule 415(a)(6) of the Securities Act of 1933. Nationwide received your oral comments to the Registration Statement on April 16, 2015. The revisions in this correspondence filing are as a result of your April 16, 2015 oral comments.
1. | Per the requirements of Item 501(b)(5) of Regulation S-K, include the page number in the cross-reference to the "Risk Factors" section on the cover page of the prospectus. |
Response. We have added the page number in the cross-reference to the "Risk Factors" section as follows (emphasis added): | |
A purchase of this Contract is subject to certain risks (seeRisk Factorson page 15). | |
2. | In the "Legal Proceedings" section, the cases titled "Ruth A. Gwin and Sandra H. Turner, and a class of similarly situated individuals v. Nationwide Life Insurance Company, Nationwide Retirement Solutions, Inc., Alabama State Employees Association, PEBCO, Inc. and Fictitious Defendants A to Z" and "Lehman Brothers Holdings, Inc. (Debtors) and Giddens, James v NLIC and NMIC, et al." were removed from the disclosure. Confirm that those two cases were settled and are no longer required to be disclosed. |
Response. Nationwide confirms that both "Ruth A. Gwin and Sandra H. Turner, and a class of similarly situated individuals v. Nationwide Life Insurance Company, Nationwide Retirement Solutions, Inc., Alabama State Employees Association, PEBCO, Inc. and Fictitious Defendants A to Z" and "Lehman Brothers Holdings, Inc. (Debtors) and Giddens, James v NLIC and NMIC, et al." were settled and are no longer required to be disclosed. | |
3. | For Part II, Item 13, provide the appropriate disclosure for the other expenses of issuance and distribution for the contracts. |
Response. Nationwide does not track the types of expenses contemplated by Item 511 of Regulation S-K on a product by product basis. The expenses incurred in offering this contract are part of the overall expenses that Nationwide incurs in offering all of its life and annuity products. It would be unduly burdensome to create estimated expenses for this contract. |
Home Office: One Nationwide Plaza | Nationwide Insurance |
Columbus, Ohio 43215-2220 | Nationwide Financial |
Legal Counsel to the Nationwide Insurance Companies and their Associated Companies
However, Nationwide represents that it will provide the estimated expenses required under Item 511 of Regulation S-K in its next Post-Effective Amendment filing. | |
4. | The auditor's consent for 1933 Act filing No. 333-203062 did not provide the correct 1933 Act No. |
Response.This appears to be an administrative error in the consent paragraph. Nationwide can and does represent that the registration statement that was filed on March 27, 2015, was the same registration statement that was reviewed and consented to by Nationwide's auditors. Further, Nationwide represents that all subsequent filings for 1933 Act filing No. 333-203062 will provide the correct 1933 Act filing No. in the auditor's consent. | |
5. | The Power of Attorney for 1933 Act filing No. 333-203062 did not provide the correct 1933 Act No. |
Response.Nationwide represents that all subsequent filings for 1933 Act filing No. 333-203062 will provide the correct 1933 Act filing No. in the Power of Attorney. | |
6. | Provide the correct "Tandy" representation for this type of filing. |
Response.Nationwide acknowledges all of the following: |
• | should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing nor does the participation in the comment process; |
• | the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the registrant from its full responsibility for the adequacy and accuracy of the disclosure in the filing nor does participation in the comment process; and |
• | the registrant may not assert this action or participation in the comment process as defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. |
Please contact me direct at (614) 677-6123 if you have any questions regarding this filing.
Very truly yours,
Nationwide Life Insurance Company
/s/ BEN MISCHNICK
Ben Mischnick
Assistant General Counsel
Assistant General Counsel
Home Office: One Nationwide Plaza | Nationwide Insurance |
Columbus, Ohio 43215-2220 | Nationwide Financial |
Legal Counsel to the Nationwide Insurance Companies and their Associated Companies