July 16, 2013
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 Variable Account-12 Nationwide Life Insurance Company Post-Effective Amendment No. 4 (File No. 333-178057) CIK Number: 0001173507 |
Dear Ms. Samuel:
We are filing this correspondence in relation to the above referenced Registration Statement on behalf of Nationwide Life Insurance Company ("Nationwide") and its Nationwide Variable Account-12 (the "Variable Account") which is registered as a unit investment trust under the Investment Company Act of 1940. This filing is being made electronically via EDGAR in accordance with Regulation S-T.
On May 14, 2013, Nationwide filed Post-Effective Amendment No. 4 to the above referenced Registration Statement. Nationwide received your oral comments to Post-Effective Amendment No. 4 on June 28, 2013. The revisions in this correspondence filing are as a result of your June 28, 2013 oral comments.
| 1. | 7% Nationwide L.inc Option defined. For the purposes of the supplement, clarify that 7% Nationwide L.inc Option is the short-name for 7% Nationwide Lifetime Income Rider. |
| Response. We corrected the short-name for the 7% Nationwide Lifetime Income Rider throughout the supplement. It was "7% Nationwide L.inc Option", however, it should be "7% Nationwide L.inc Rider". In addition, we revised the supplement's introductory paragraph as follows (emphasis added): | |
| For contracts issued on or after _______, 2013, Contract Owners who have elected the 7% Nationwide Lifetime Income Rider("7% Nationwide Linc Rider") may elect a one-time withdrawal ("Non-Lifetime Withdrawal") without initiating the lifetime income benefit under the 7% Nationwide Lifetime Income Rider. As a result, the following changes apply to the prospectus: | |
| 2. | Examples for the Non-Lifetime Withdrawal Calculation. Provide numerical examples for the calculations of the Current Income Benefit Base when the Non-Lifetime Withdrawal is elected. |
| Response. We revised the "Determination of the Income Benefit Base Prior to the First Lifetime Withdrawal" section as follows (emphasis added): |
Determination of the Income Benefit Base Prior to the First Lifetime Withdrawal
Upon contract issuance, the Original Income Benefit Base is equal to the Contract Value. Thereafter, Nationwide tracks, on a continuous basis, the Current Income Benefit Base which is used to calculate the benefit amount. The Current Income Benefit Base from the date of contract issuance until the first Lifetime Withdrawal will reflect any additional purchase payments, Purchase Payment Credits, reset opportunities, and if elected, a Non-Lifetime Withdrawal, as described below.
| Home Office: One Nationwide Plaza | Nationwide Insurance |
| Columbus, Ohio 43215-2220 | Nationwide Financial |
Legal Counsel to the Nationwide Insurance Companies and their Associated Companies
Provided no withdrawals are taken from the contract, the Current Income Benefit Base for the 7% Nationwide LincRider will equal the greater of:
| (1) | Highest Contract Value: the highest Contract Value on any Contract Anniversary plus purchase payments submitted and Purchase Payment Credits applied after that Contract Anniversary; or |
| (2) | Roll-up Value: the 7% roll-up amount, which is equal to the sum of the following calculations: |
| (a) | Original Income Benefit Base with Roll-up: the Original Income Benefit Base, plus 7% of the Original Income Benefit Base for each Contract Anniversary up to and including the 10th Contract Anniversary; plus |
| (b) | Subsequent Purchase Payments with Roll-up: any purchase payments submitted and Purchase Payment Credits applied after contract issuance and before the 10th Contract Anniversary, increased by simple interest at an annual rate of 7% each year from the date the subsequent purchase payments and/or Purchase Payment Credits are applied through the 10th Contract Anniversary; plus |
| (c) | Subsequent Purchase Payments with No Roll-up: any purchase payments submitted and Purchase Payment Credits applied after the 10th Contract Anniversary. |
Contracts issued on or after _______, 2013, or the date of state approval (whichever is later), are eligible to take a Non-Lifetime Withdrawal. If a Non-Lifetime Withdrawal is taken on or before the 10th Contract Anniversary, the Current Income Benefit Base for the 7% Nationwide LincRider will equal the greatest of:
| (1) | Adjusted Current Income Benefit Base: the Current Income Benefit Base immediately before the Non-Lifetime Withdrawal, proportionally reduced as described in the "Non-Lifetime Withdrawal" section; |
| (2) | Highest Contract Value: the highest Contract Value on any Contract Anniversary on or after the Non-Lifetime Withdrawal, plus purchase payments submitted and any Purchase Payment Credits applied after that Contract Anniversary; or |
| (3) | Roll-up Value: the adjusted 7% roll-up amount, which is equal to the sum of the following calculations: |
| (a) | Adjusted Roll-up Income Benefit Base with Roll-up: the Adjusted Roll-up Income Benefit Base, plus 7% of the Adjusted Roll-up Income Benefit Base for each Contract Anniversary up to and including the 10th Contract Anniversary; plus |
| (b) | Subsequent Purchase Payments with Roll-up: the sum of the following calculations: |
| (i) | Before the Non-Lifetime Withdrawal: any purchase payments submitted and Purchase Payment Credits applied after contract issuance and before the Non-Lifetime Withdrawal, proportionally reduced as described in the "Non-Lifetime Withdrawal" section, increased by simple interest at an annual rate of 7% each year from the date the subsequent purchase payments and/or Purchase Payment Credits are applied through the 10th Contract Anniversary; plus |
| (ii) | After the Non-Lifetime Withdrawal and before the 10th Contract Anniversary: any purchase payments submitted and Purchase Payment Credits applied on or after the Non-Lifetime Withdrawal and before the 10th Contract Anniversary, increased by simple interest at an annual rate of 7% each year from the date the subsequent purchase payments and/or Purchase Payment Credits are applied through the 10th Contract Anniversary; plus |
| (c) | Subsequent Purchase Payments with No Roll-up: any purchase payments submitted and Purchase Payment Credits applied after the 10th Contract Anniversary. |
SeeAppendix D: 7% Nationwide Lifetime Income Rider's Non-Lifetime Withdrawal Examples for example calculations.
If a Non-Lifetime Withdrawal is taken after the 10th Contract Anniversary, the Current Income Benefit Base for the 7% Nationwide LincRider will equal the greatest of:
| Home Office: One Nationwide Plaza | Nationwide Insurance |
| Columbus, Ohio 43215-2220 | Nationwide Financial |
Legal Counsel to the Nationwide Insurance Companies and their Associated Companies
| (1) | Adjusted Current Income Benefit Base: the Current Income Benefit Base immediately before the Non-Lifetime Withdrawal, proportionally reduced as described in the "Non-Lifetime Withdrawal" section; |
| (2) | Roll-up Value: the adjusted 7% roll-up amount, which is equal to the sum of the following calculations: |
| (a) | Adjusted Roll-up Income Benefit Base with Roll-up: the Adjusted Roll-up Income Benefit Base, plus 7% of the Adjusted Roll-up Income Benefit Base for each Contract Anniversary up to and including the 10th Contract Anniversary; plus |
| (b) | Subsequent Purchase Payments with Roll-up: any purchase payments submitted and Purchase Payment Credits applied after contract issuance and before the 10th Contract Anniversary, proportionally reduced as described in the "Non-Lifetime Withdrawal" section, increased by simple interest at an annual rate of 7% each year from the date the subsequent purchase payments and/or Purchase Payment Credits are applied through the 10th Contract Anniversary; plus |
| (c) | Subsequent Purchase Payments with No Roll-up: the sum of the following calculations: |
| (i) | After the 10th Contract Anniversary and before the Non-Lifetime Withdrawal: any purchase payments submitted and Purchase Payment Credits applied after the 10th Contract Anniversary and before the Non-Lifetime Withdrawal, proportionally reduced as described in the "Non-Lifetime Withdrawal" section; plus |
| (ii) | After the Non-Lifetime Withdrawal: any purchase payments submitted and Purchase Payment Credits applied on or after the Non-Lifetime Withdrawal; or |
| (3) | Highest Contract Value: the highest Contract Value on any Contract Anniversary after the 10th Contract Anniversary, plus purchase payments submitted and Purchase Payment Credits applied after that Contract Anniversary. |
SeeAppendix D: 7% Nationwide Lifetime Income Rider's Non-Lifetime Withdrawal Examples for example calculations.
When a purchase payment and any Purchase Payment Credits are applied on a date other than a Contract Anniversary, simple interest is calculated using a prorated method based upon the number of days from the date of the purchase payment to the next Contract Anniversary. However, if at any time prior to the first Lifetime Withdrawal the Contract Value equals $0, no additional purchase payments will be accepted and no further benefit base calculations will be made. The Current Income Benefit Base will be set equal to the benefit base calculated on the most recent Contract Anniversary minus adjustments made for excess withdrawals after that date, and the Lifetime Withdrawal Amount will be based on that Current Income Benefit Base. Since the roll-up is only calculated for the first 10 Contract Years or prior to the first Lifetime Withdrawal, whichever comes first, any purchase payments the Contract Owner makes during that time period will increase the Current Income Benefit Base more than purchase payments made after that time period.
In addition, we added the following appendix:
Appendix D: 7% Nationwide Lifetime Income Rider'S Non-Lifetime Withdrawal Examples
| Example of a Non-Lifetime Withdrawal taken before the 10th Contract Anniversary* | |||||
| The purpose of this example is to show the calculations used to determine the Current Income Benefit Base if a Non-Lifetime Withdrawal is taken before the 10th Contract Anniversary. This example assumes the following: | |||||
| Initial Purchase Payment on Contract Issue Date: | $100,000 | ||||
| Original Income Benefit Base: | $100,000 | ||||
| Subsequent Purchase Payment in the 2nd Contract Year: | $ 15,000 | ||||
| Non-Lifetime Withdrawal Amount taken during the 5th Contract Year: | $ 20,000 | ||||
| Home Office: One Nationwide Plaza | Nationwide Insurance |
| Columbus, Ohio 43215-2220 | Nationwide Financial |
Legal Counsel to the Nationwide Insurance Companies and their Associated Companies
| Contract Value on Date of Non-Lifetime Withdrawal (prior to the Non-Lifetime Withdrawal) **: | $120,000 | ||||
| Current Income Benefit Base on Date of Non-Lifetime Withdrawal**: | $138,000 | ||||
| Subsequent Purchase Payment in the 5th Contract Year and after the Non-Lifetime Withdrawal: | $ 30,000 | ||||
| Contract Value on 6th Contract Anniversary**: | $140,000 | ||||
| If a $20,000 Non-Lifetime Withdrawal is taken during the 5th Contract Year, the Current Income Benefit Base on the 6th Contract Anniversary will equal the greatest of: | |||||
| 1) | Proportional Reduction to the Current Income Benefit Base | = | Non-Lifetime Withdrawal Amount | X | Current Income Benefit Base prior to Non- Lifetime Withdrawal |
| Contract Value (on date of Non-Lifetime Withdrawal) | |||||
| = | $20,000 | X | $138,000 | ||
| $120,000 | |||||
| = | $23,000 | ||||
| The Current Income Benefit Base of $138,000 is reduced by $23,000 resulting in the proportionally reduced Current Income Benefit Base of $115,000. | |||||
| 2) | The highest Contract Value on any Contract Anniversary after the Non-Lifetime Withdrawal. Here, the Contract Value on the 6th Contract Anniversary is$140,000. | ||||
| 3.a) | Proportional Reduction to the Original Income Benefit Base | = | Non-Lifetime Withdrawal Amount | X | Original Income Benefit Base |
| Contract Value (on date of Non-Lifetime Withdrawal) | |||||
| = | $20,000 | X | $100,000 | ||
| $120,000 | |||||
| = | $16,667 | ||||
| The Original Income Benefit Base of $100,000 is reduced by $16,667 resulting in the Adjusted Roll-up Income Benefit Base of $83,333. The Adjusted Roll-up Income Benefit Base is increased by the 7% simple interest roll-up for each attained Contract Anniversary resulting in the Adjusted Roll-up Income Benefit Base with roll-up of$118,333. | |||||
| PLUS | |||||
| 3.b) | Proportional Reduction to Subsequent Purchase Payment in the 2nd Contract Year | = | Non-Lifetime Withdrawal Amount | X | Subsequent Purchase Payment in the 2nd Contract Year |
| Contract Value (on date of Non-Lifetime Withdrawal) | |||||
| = | $20,000 | X | $15,000 | ||
| $120,000 | |||||
| = | $2,500 | ||||
| The subsequent purchase payment in the 2nd Contract Year of $15,000 is reduced by $2,500 resulting in the proportionally reduced subsequent purchase payment of $12,500. This is increased by 7% simple interest roll-up from the date of the subsequent purchase payment for each attained Contract Anniversary resulting in$17,021. | |||||
| PLUS | |||||
| Home Office: One Nationwide Plaza | Nationwide Insurance |
| Columbus, Ohio 43215-2220 | Nationwide Financial |
Legal Counsel to the Nationwide Insurance Companies and their Associated Companies
| 3.c) | Subsequent purchase payment after Non-Lifetime Withdrawal of $30,000 increased by 7% simple interest roll-up from the date of the subsequent purchase payment for each attained Contract Anniversary resulting in$30,350. The Adjusted Roll-up Income Benefit Base with roll-up PLUS the subsequent purchase payment in the 2nd Contract Year with roll-up PLUS the subsequent purchase payment after the Non-Lifetime Withdrawal with roll-up would equal$165,704. | ||||
| Since the Adjusted Roll-up Income Benefit Base with roll-up and subsequent purchase payments with roll-up are the greatest, the Contract Owner's Current Income Benefit Base on the 6th Contract Anniversary would be$165,704. | |||||
| * | All numbers are rounded to the nearest whole number |
| ** | Contract Value and Current Income Benefit Base are hypothetical and for example purposes only |
| Example of a Non-Lifetime Withdrawal taken after the 10th Contract Anniversary* | |||||
| The purpose of this example is to show the calculations used to determine the Current Income Benefit Base if a Non-Lifetime Withdrawal is taken after the 10th Contract Anniversary. This example assumes the following: | |||||
| Initial Purchase Payment on Contract Issue Date: | $100,000 | ||||
| Original Income Benefit Base: | $100,000 | ||||
| Subsequent Payment on the 1st Contract Anniversary: | $ 15,000 | ||||
| Subsequent Payment on the 11th Contract Anniversary: | $ 30,000 | ||||
| Non-Lifetime Withdrawal Amount taken during the 11th Contract Year: | $ 20,000 | ||||
| Contract Value on Date of Non-Lifetime Withdrawal (prior to the Non-Lifetime Withdrawal) **: | $177,698 | ||||
| Current Income Benefit Base on Date of Non-Lifetime Withdrawal**: | $224,450 | ||||
| Contract Value on 12th Contract Anniversary**: | $195,078 | ||||
| If a $20,000 Non-Lifetime Withdrawal is taken during the 11th Contract Year, the Current Income Benefit Base on the 12th Contract Anniversary will equal the greatest of: | |||||
| 1) | Proportional Reduction to the Current Income Benefit Base | = | Non-Lifetime Withdrawal Amount | X | Current Income Benefit Base prior to Non- Lifetime Withdrawal |
| Contract Value (on date of Non-Lifetime Withdrawal) | |||||
| = | $20,000 | X | $224,450 | ||
| $177,698 | |||||
| = | $25,661 | ||||
| The Current Income Benefit Base of $224,450 is reduced by $25,661 resulting in the proportionally reduced Current Income Benefit Base of$198,789. | |||||
| 2) | The highest Contract Value on any Contract Anniversary after the Non-Lifetime Withdrawal. Here, the Contract Value on the 12th Contract Anniversary is$195,078. | ||||
| 3.a) | Proportional Reduction to the Original Income Benefit Base | = | Non-Lifetime Withdrawal Amount | X | Original Income Benefit Base |
| Contract Value (on date of Non-Lifetime Withdrawal) | |||||
| = | $20,000 | X | $100,000 | ||
| $177,698 | |||||
| = | $11,255 | ||||
| Home Office: One Nationwide Plaza | Nationwide Insurance |
| Columbus, Ohio 43215-2220 | Nationwide Financial |
Legal Counsel to the Nationwide Insurance Companies and their Associated Companies
| The Original Income Benefit Base of $100,000 is reduced by $11,255 resulting in the Adjusted Roll-up Income Benefit Base of $88,745. The Adjusted Roll-up Income Benefit Base is increased by the 7% simple interest roll-up for each attained Contract Anniversary resulting in the Adjusted Roll-up Income Benefit base with roll-up of$150,866. | |||||
| PLUS | |||||
| 3.b) | Proportional Reduction to the Subsequent Purchase Payment on the 1st Contract Anniversary | = | Non-Lifetime Withdrawal Amount | X | Subsequent Purchase Payment on the 1st Contract Anniversary |
| Contract Value (on date of Non-Lifetime Withdrawal) | |||||
| = | $20,000 | X | $15,000 | ||
| $177,698 | |||||
| = | $1,688 | ||||
| The subsequent purchase payment on the 1st Contract Anniversary of $15,000 is reduced by $1,688 resulting in $13,312. This is increased by 7% simple interest roll-up each year from the date of the subsequent purchase payment to the 10th Contract Anniversary resulting in$21,699. | |||||
| PLUS | |||||
| 3.c) | Proportional Reduction to Subsequent Purchase Payment on the 11th Contract Anniversary | = | Non-Lifetime Withdrawal Amount | X | Subsequent Purchase Payment on the 11th Contract Anniversary |
| Contract Value (on date of Non-Lifetime Withdrawal) | |||||
| = | $20,000 | X | $30,000 | ||
| $177,698 | |||||
| = | $3,377 | ||||
| The subsequent purchase payment on the 11th Contract Anniversary of $30,000 is reduced by $3,377 resulting in$26,623(Note: there is no roll-up here since it is after the 10th Contract Anniversary). | |||||
| The Adjusted Roll-up Income Benefit Base with roll-up PLUS the proportional reduction to the subsequent purchase payment on the 1st Contract Anniversary with roll-up PLUS the proportional reduction to the subsequent purchase payment on the 11th Contract Anniversary with no roll-up equals$199,188. | |||||
| Since the Adjusted Roll-up Income Benefit Base with roll-up and subsequent purchase payments with and without roll-up are the greatest, the Contract Owner's Current Income Benefit Base on the 12th Contract Anniversary would be$199,188. | |||||
| * | All numbers are rounded to the nearest whole number |
| ** | Contract Value and Current Income Benefit Base are hypothetical and for example purposes only |
| 3. | Incorporation by Reference. Clarify the "Incorporation by Reference" section to indicate that the prospectus has not been modified to include this supplement. |
| Response. We revised the "Incorporation by Reference" section as follows (emphasis added): | |
| The prospectus, except as modified by this supplement, that was effective May 1, 2013, previously filed with the Commission under SEC file No. 333-178057, is hereby incorporated by reference and made a part of this registration statement. |
In addition, Nationwide acknowledges all of the following:
| • | that the registrant is responsible for the adequacy and accuracy of the disclosure in the Post-Effective Amendment; |
| Home Office: One Nationwide Plaza | Nationwide Insurance |
| Columbus, Ohio 43215-2220 | Nationwide Financial |
Legal Counsel to the Nationwide Insurance Companies and their Associated Companies
| • | that comments by the staff of the Securities and Exchange Commission ("SEC"), or changes to the disclosure in response to SEC staff comments in the filings reviewed by the SEC staff, do not foreclose the SEC from taking any action with respect to the filing; and |
| • | that the Variable Account may not assert SEC staff comments or any related changes in disclosure as a defense in any proceeding initiated by the SEC 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
Ben Mischnick
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