August 22, 2014
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. 10 (File No. 333-178057) CIK Number: 0001173507 |
Dear Ms. Nixon:
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 July 2, 2014, Nationwide filed Post-Effective Amendment No. 10 to the above referenced Registration Statement. Nationwide received your oral comments to Post-Effective Amendment No. 10 on August 13, 2014. The revisions in this correspondence filing are as a result of your August 13, 2014 oral comments.
| 1. | Enhanced Surrender Value for Terminal Illness. In the first sentence of the last paragraph of the "Full Surrenders" subsection in the "Surrender/Withdrawal Prior to Annuitization" section, please consider including either "provision" or "benefit" after the reference to "Enhanced Surrender Value for Terminal Illness". |
| Response. Nationwide revised the first sentence of the last paragraph of the "Full Surrenders" subsection in the "Surrender/Withdrawal Prior to Annuitization" section as follows (emphasis added): | |
| Except for a surrender made in accordance withtheEnhanced Surrender Value for Terminal Illnessprovision, the CDSC-free withdrawal privilege does not apply to full surrenders of the contract. | |
| 2. | Enhanced Surrender Value for Terminal Illness. Please indicate where the "Enhanced Surrender Value for Terminal Illness" subsection will be added in the "Surrender/Withdrawal Prior to Annuitization" section. |
| Response. We revised item 2 of the "Enhanced Surrender Value for Terminal Illness" portion of the supplement as follows (emphasis added): | |
| 2. The following subsection is added tothe"Surrender/Withdrawal Prior to Annuitization"section following the "Full Surrenders" subsection: | |
| 3. | Enhanced Surrender Value for Terminal Illness. Please consider adding "Co-Annuitant" after "Annuitant" in the first bullet of the "Enhanced Surrender Value for Terminal Illness" subsection. |
| Response. The Co-Annuitant is the person designated by the Contract Owner to receive the benefit associated with the Spousal Protection Feature. The purpose of this bullet is to state the requirement that the Contract Owner and Annuitant must be the same person, but the Contract Owner and Co-Annuitant would not need to be the same person. Therefore, the Co-Annuitant is not applicable in this bullet. |
| Home Office: One Nationwide Plaza | Nationwide Insurance |
| Columbus, Ohio 43215-2220 | Nationwide Financial |
Legal Counsel to the Nationwide Insurance Companies and their Associated Companies
| 4. | Nationwide Lifetime Income Capture Option. In the "Roll-up Interest Rate" subsection of the "Nationwide Lifetime Income Capture Option" section, please direct the reader below for the definitions of Variable Rate, Defined Rate, and the Renewal Defined Rate. |
| Response. A new third and fifth paragraph is added to the "Roll-up Interest Rate" subsection of the "Nationwide Lifetime Income Capture Option" section as follows (emphasis added): | |
| Roll-up Interest Rate | |
| The Roll-up Interest Rate is the indexed simple interest rate used in the calculation of the Current Income Benefit Base until the earlier of the first Lifetime Withdrawal or the 15th Option Anniversary. | |
| The Roll-up Interest Rate for the first Option Year is the greater of: |
| 1. | the Defined Rate in effect on the Application Date plus the Variable Rate in effect on the Application Date; or |
| 2. | the Defined Rate in effect on the Option Issue Date plus the Variable Rate in effect on the Option Issue Date. |
The Defined Rate and Variable Rate are defined below in the Defined Rate and Renewal Defined Rate and Variable Rate subsections, respectively.
The Roll-up Interest Rate for Option Years two through fifteen will be calculated by adding the Variable Rate in effect on the Option Anniversary plus the Renewal Defined Rate.
The Renewal Defined Rate is defined below in the Defined Rate and Renewal Defined Rate subsection.
| 5. | Nationwide Lifetime Income Capture Option. For better clarity, consider using plain English principles, including using list formatting, in the "Variable Rate" and "Defined Rate and Renewal Defined Rate" subsections of the "Roll-up Interest Rate" section. |
| Response. Nationwide revised the "Roll-up Interest Rate" section as follows (emphasis added): | |
| Roll-up Interest Rate | |
| The Roll-up Interest Rate is the indexed simple interest rate used in the calculation of the Current Income Benefit Base until the earlier of the first Lifetime Withdrawal or the 15th Option Anniversary. | |
| For the first Option Year,the Roll-up Interest Rate is the greater of: |
| 1. | the Defined Rate in effect on the Application Date plus the Variable Rate in effect on the Application Date; or |
| 2. | the Defined Rate in effect on the Option Issue Date plus the Variable Rate in effect on the Option Issue Date. |
The Defined Rate and Variable Rate are defined below in theDefined Rate andRenewal Defined Rate andVariable Rate subsections, respectively.
For Option Years two through fifteen, the Roll-up Interest Rateis calculated by adding the Variable Rate in effect on the Option Anniversary plus the Renewal Defined Rate.
The Renewal Defined Rate is defined below in theDefined Rate andRenewal Defined Rate subsection.
For the purposes of thisRoll-up Interest Rate section only, Application Date is the date a good order application is signed; and Option Issue Date is either the date the contract is issued, or if the Nationwide Lifetime Income Capture Option was elected after the date the contract was issued, then the date Nationwide receives the proper form to add the Nationwide Lifetime Income Capture Option to the contract in good order.
Once calculated, the Roll-up Interest Rate will be rounded up or down to the nearest 0.25%. For example, if the Defined Rate is 3.00% and the Variable Rate is 2.83%, the Roll-up Interest Rate is 5.75% (3.00% + 2.83% = 5.83%, rounded up or down to the nearest 0.25%, results in 5.75%). If the Defined Rate is 3.00% and the
| Home Office: One Nationwide Plaza | Nationwide Insurance |
| Columbus, Ohio 43215-2220 | Nationwide Financial |
Legal Counsel to the Nationwide Insurance Companies and their Associated Companies
Variable Rate is 2.91%, the Roll-up Interest Rate is 6.00% (3.00% + 2.91% = 5.91%, rounded up or down to the nearest 0.25%, results in 6.00%).
The Roll-up Interest Rate will not be less than 4.00% nor greater than 10.00%.
In no event will the Roll-up Interest Rate be calculated by adding the Defined Rate in effect on the Application Date to the Variable Rate in effect on the Option Issue Date; or by adding the Defined Rate in effect on the Option Issue Date to the Variable Rate in effect on the Application Date.
Variable Rate
The Variable Rate is, at a minimum, the rate of return (the nominal interest rate) of the specified index. The specified index is the monthly 10-year Treasury constant maturity as published by the Board of Governors of the Federal Reserve System. Periodically, Nationwide may increase the Variable Rate to an amount greater than the rate of return of the specified index.
For the first Option Year, the Variable Rateis the Variable Rate that when added to its corresponding Defined Rateresults in the greater Roll-up Interest Rate (the Variable Rate in effect on the Application Date corresponds with the Defined Rate in effect on the Application Date; and the Variable Rate in effect on the Option Issue Date corresponds with the Defined Rate in effect on the Option Issue Date).
For the first Option Year,the Variable Rate in effect depends upon the date of the Application Date or Option Issue Date, and is determined as follows:
| 1. | if the Application Date or the Option Issue Date is before the 15th calendar day of the month, Nationwide will use the Variable Rate for the month that is two months prior to the month in which the Application Date or Option Issue Date falls (e.g. if the Option Issue Date is July 10th, then Nationwide will use May's Variable Rate); or |
| 2. | if the Application Date or the Option Issue Date is on or after the 15th calendar day of the month, Nationwide will use the Variable Rate for the month prior to the month in which the Application Date or Option Issue Date falls (e.g. if the Option Issue Date is July 17th, then Nationwide will use June's Variable Rate). |
For each Option Year after the first Option Year,Nationwide will determine the Variable Rate in effect on the Option Anniversary as follows:
| 1. | if the Option Issue Date is before the 15th calendar day of the month, Nationwide will use the Variable Rate for the month that is two months prior to the month that each Option Anniversary falls to calculate the Roll-up Interest Rate for the following Option Year; or |
| 2. | if the Option Issue Date is on or after the 15th calendar day of the month, Nationwide will use the Variable Rate for the month prior to the month that each Option Anniversary falls to calculate the Roll-up Interest Rate for the following Option Year. |
Nationwide reserves the right to discontinue and substitute a comparable index if the index becomes unavailable (e.g. is no longer published) or if the calculation of the index is substantially changed (e.g. the index no longer provides a monthly average). If Nationwide exercises this right, Nationwide will provide written notice to Contract Owners.
Defined Rate and Renewal Defined Rate
The Defined Rate is an amount determined by Nationwide. Currently, the Defined Rate is 3.00%.
For the first Option Year, the Defined Rateis the Defined Rate that when added to its corresponding Variable Rateresults in the greater Roll-up Interest Rate (the Defined Rate in effect on the Application Date corresponds with the Variable Rate in effect on the Application Date; and the Defined Rate in effect on the Option Issue Date corresponds with the Variable Rate in effect on the Option Issue Date).
| Home Office: One Nationwide Plaza | Nationwide Insurance |
| Columbus, Ohio 43215-2220 | Nationwide Financial |
Legal Counsel to the Nationwide Insurance Companies and their Associated Companies
For each Option Year after the first Option Year, the Renewal Defined Rate will be used instead of the Defined Rate to calculate the Roll-up Interest Rate. The Renewal Defined Rate is the greater of:
| 1. | the Defined Rate in effect on the Application Date; or |
| 2. | the Defined Rate in effect on the Option Issue Date. |
If the Defined Rate in effect on the Application Date and the Defined Rate in effect on the Option Issue Date are equal, then the Renewal Defined Rate will be the same as the Defined Rate.
Nationwide will not change the Defined Rate or the Renewal Defined Rate for contracts once issued.
| 6. | Missing Information and Exhibits. Please confirm that all missing information and exhibits will be included in the subsequent Post-Effective Amendment. |
| Response. Nationwide confirms that all missing information and missing exhibits will be included in the subsequent Post-Effective Amendment. | |
| 7. | Part C, Item 27. Please update the number of contract owners per the requirements of Form N-4. |
| Response. Nationwide updated the number of contract owners in Part C, Item 27 as follows (emphasis added): | |
| Item 27. Number of Contract Owners | |
| The number of Contract Owners of Qualified and Non-Qualified Contracts as ofAugust 15, 2014, was740 and816 respectively. |
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; |
| • | 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