September 18, 2020
Via Email
Sabrina Riggs, Esq.
Nationwide Life Insurance Company
One Nationwide Plaza
Columbus, OH 43215-2220
Re: Nationwide Variable Account - 4
File Nos. 333-240009 and 333-240010
Dear Ms. Riggs:
On July 22, 2020, two registration statements on Form N-4 were filed by
Nationwide Life
Insurance Company (the Company ) and its separate account, Nationwide
Variable Account-4
(the Registrant ). We have reviewed the registration statements for the
J.P. Morgan Multi-
Asset Choice and J.P. Morgan Multi-Asset Choice NY products, and have provided
our
comments below. Page references are to the J.P. Morgan Multi-Asset Choice NY
registration
statement (File No. 333-2240010). Where a comment is made with regard to
disclosure in one
location, it is applicable to all similar disclosure appearing elsewhere in
both registration
statements. All capitalized terms not otherwise defined herein have the meaning
given to them
in the registration statements.
General
1. Please advise whether there are any types of guarantees or support
agreements with third
parties to support any of the Company s obligations under the contract
or whether the
Company will be solely responsible for payment of contract benefits.
2. Please remove all brackets and provide any missing information such as
the financials in
your next filing with the Commission. We may have further comments.
3. Please provide all information for underlying mutual funds, including
information for the
fee table.
Specific comments:
Synopsis of the Contacts, page 10
4. The introductory paragraph states that more detailed information about
the contracts can
be found in Appendix C. Please briefly identify and summarize the
information
Sabrina Riggs, Esq.
Nationwide Life Insurance Company
September 18, 2020
Page 2 of 4
presented in Appendix C in the prospectus, or supplementally explain
why it is
appropriate to present this information in the Appendix only.
Contract Expenses, pages 9-10
5. Since contracts are sold only to advisory clients of JPMS, please
consider stating that the
fee tables do not include any charges or fees paid to JPMS.
Surrenders/Withdrawals, page 10
6. As noted above in the introduction to the fee table, please disclose
that surrenders and
withdrawals may be taken without penalty or payment of fees.
7. Please clarify that surrenders and withdrawals may be subject to state
and federal taxes as
well as a federal penalty tax if taken before age 59-1/2.
Substitution of Securities, page 13-14
8. At the top of page 14, please revise (2) to clarify that further
investment in an
underlying mutual fund is inappropriate as determined by Nationwide.
Please also
consider giving an example of what circumstances would make further
investments in an
underlying mutual fund inappropriate.
The Contract in General, page 15
9. We note the discussion of state law variations in the second paragraph.
Please confirm
that, to the extent any changes are material, you will update the
prospectus to reflect such
changes.
Restrictions due to Transfer Frequency, page 24
10. Please consider moving this section and Other Restrictions so
they come before
"Redemption Fees since the introductory paragraph and these two
sections discuss
actions that Nationwide may take while Redemption Fees and
Underlying Mutual
Fund Restrictions and Prohibitions discuss actions taken at the
underlying fund level.
Right to Examine and Cancel, page 26
11. Please disclose, if true, that Nationwide will not deduct any fees and
charges if a contract
owner cancels a contract pursuant to the Free Look right.
Sabrina Riggs, Esq.
Nationwide Life Insurance Company
September 18, 2020
Page 3 of 4
Withdrawals, page 26
12. Please disclose any limits on withdrawals; for example, whether there
are any limits on
the number of withdrawals a year or the dollar amount in writing.
Withdrawals to Pay Advisory Fees, page 27
13. The cover page states that any contracts sold pursuant to this
prospectus will only be sold
to advisory clients of JPMS who must pay a fee to JPMS. Please revise
the first sentence
of this section to reconcile with the cover page.
14. Please disclose, if accurate, that advisory fees deducted from the
contract value will not
be considered a withdrawal for tax purposes.
Asset Allocation Service and Asset Rebalancing Program, page 28
15. As noted above in comment 13, the contracts offered pursuant to this
prospectus will only
be sold to advisory clients of JPMS. Please revise the first sentence of
the Asset
Allocation Service section accordingly.
16. Please clarify what happens when a chosen fund is no longer available
for both the Asset
Allocation Service and the Asset Rebalancing Program.
Exhibits
17. Please file any missing exhibits, including the auditor s consent.
**************************
We note that portions of the filing are incomplete. We may have
additional comments on
those portions when you complete them in a pre-effective amendment, on
disclosures made in
response to this letter, on information supplied in your response letter, or on
exhibits added in
any pre-effective amendments.
A response to this letter should be in the form of a pre-effective
amendment filed
pursuant to Rule 472 under the Securities Act. The pre-effective amendment
should be
accompanied by a supplemental letter that includes your responses to each of
these comments.
Where no change will be made in the filing in response to a comment, please
indicate this fact in
your supplemental letter and briefly state the basis for your position.
We remind you that the Company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments,
action, or absence of
action by the staff.
Sabrina Riggs, Esq.
Nationwide Life Insurance Company
September 18, 2020
Page 4 of 4
You may contact me at (202) 551-6870 or hahnja@sec.gov if you have any
questions.
Sincerely,
/s/ Jaea Hahn
Jaea F. Hahn
Senior Counsel
cc: Sumeera Younis, Branch Chief
Andrea Ottomanelli Magovern, Assistant Director