June 29, 2023
Via Email
Brian Burke
Counsel
Nationwide Life and Annuity Insurance Company
One Nationwide Plaza
Columbus, Ohio 43215
Re: Registration Statement on Form N-6 of Nationwide VL Separate Account-G
(the
Separate Account ) of Nationwide Life and Annuity Insurance Company
(the
Company ) relating to Nationwide Variable Universal Life Protector
II (File Nos. 333-
272262 and 811-21697) (the Registration Statement )
Dear Mr. Burke:
The staff has reviewed the Registration Statement on Form N-6 filed on
May 30, 2023 by
the Separate Account under the Securities Act of 1933, as amended (the 1933
Act ), and the
Investment Company Act of 1940, as amended. All capitalized terms not otherwise
defined
herein have the respective meanings given to them in the Registration
Statement. References to
Items or Instructions herein are to Items and Instructions in Form
N-6 and references to
Rule are to Rules under the 1933 Act.
GENERAL
1. Please confirm supplementally that all missing information, and all
exhibits will be filed
in pre-effective amendments to the Registration Statement. We may have
additional
comments on such portions when you complete them in the pre-effective
amendments, on
disclosures made in response to this letter, on information supplied
supplementally or on
exhibits filed in the pre-effective amendments.
2. Please provide a form of initial summary prospectus for the Series H and
Series E
policies for our review.
3. Where a comment is made with regard to disclosure in one location of the
Registration
Statement, it is applicable to all similar disclosure appearing
elsewhere in the
Registration Statement. Please ensure that corresponding changes are
made to all similar
disclosure.
4. Please clarify supplementally whether there are any guarantees or
support agreements
with third parties to support any policy features or benefits, or
whether the Company will
be solely responsible for any benefits or features associated with the
policy issued by the
Separate Account.
5. Please be aware that the compliance date for the requirement to use the
Inline eXtensible
Business Reporting Language (XBRL) format for the submission of certain
required
disclosures in the variable contract statutory prospectus was January 1,
2023. Filings
made on or after January 1, 2023 are required to comply with these
requirements.
[General Instruction C.3.(h).]
PROSPECTUS
Important Information You Should Consider About the Policy
6. Please confirm supplementally that the key information table
cross-references in the
electronic version of the Prospectuses will link directly to the
locations in the statutory
Prospectuses where the subject matter is discussed in greater detail, or
will provide a
means of facilitating access to that information through equivalent
methods or
technologies. [Instruction 1(b) to Item 2.]
7. Where you discuss Risk of Loss Risks Associated with Investment
Options, please
disclose that investment in the Contract can vary depending on the
performance of the
investment options available under the Contract. [Instruction 3(c) to
Item 2.]
Fee Table
8. Please move the Percent of Premium Charge associated with the Extended
No-Lapse
Guarantee Rider Charges from the periodic charges portion of the fee
table to the
transaction fees portion of the fee table as this is not a periodic
charge. [Instruction 2(c)
to Item 4.]
9. Please disclose the Percent of Sub-Account Value Charge as an annualized
charge.
[Instruction 3(c) to Item 4.]
Principal Risks
10. Please define the capitalized term Illustrated Premium . (page 16)
11. Please disclose how much advance notice Nationwide will provide to policy
owners
when increasing policy and/or Rider charges. (page 17)
Transfers Among and Between the Policy Investment Options
12. Please include an example of what you mean when you state that for
restrictions on
transfer events within two consecutive calendar quarters, Nationwide does
not start the
monitoring anew on January 1. Instead, Nationwide refreshes the transfer
event
restriction period at the beginning of each calendar quarter considering
only transfers that
occur in the current calendar quarter and occurred in the immediately
preceding calendar
quarter. (page 25)
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13. Please provide more detail about what you mean when you state that
Nationwide will
invoke the right to further limit or refuse transfers to the Long-Term
Fixed Account
when interest rates are low by historical standards . (page 26)
Premium Payments
14. Please reconcile the apparent discrepancy between the statement that the
policy does not
require a payment of a scheduled Premium amount to keep it In Force
with the
disclosure that Premium payment reminder notices will be sent
according to the
Premium payment schedule selected by the policy owner. (page 30)
15. The prospectus states that Nationwide may require satisfactory
evidence of insurability
before accepting any additional Premium payment that results in an
increase in the
policy's Net Amount At Risk. Please explain supplementally how a
premium payment
may increase the Net Amount at Risk. (page 30)
Conditional Reduction of the Cost of Insurance Rate
16. Please consider moving the section titled "Conditional Reduction of the
Cost of Insurance
Rate". It appears out of place and significantly precedes the discussion
of Cost of
Insurance Rates. (page 30)
Other Benefits Available Under the Policy
17. Please consider clarifying in the table that the elimination period
for the Long-Term
Care Rider II is a 90-day waiting period. (page 34)
18. Please revise the Purpose disclosure for the Extended No-Lapse
Guarantee Rider
Advantage Program so that it is written in plain English. (page 37)
Policies without Surrender Charges
19. Please explain the term illustrated premium . (Series H prospectus,
page 38)
Policy Riders and Rider Charges
20. Please clearly disclose which Riders can and cannot be elected together.
(page 44)
Long-Term Care Rider II Benefit - Long-Term Care Referral Service
21. Please clarify if Nationwide receives any compensation for making
referrals and disclose
any other material conflicts of interest that may exist with respect to
this service. (page
49)
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Accelerated Death Benefit for Terminal Illness Rider
22. Please clarify the rider description and example to explain how the
accelerated death
benefit impacts the specified amount/remaining death benefit and the
policy s cash value.
(page 49)
Accelerated Death Benefit for Chronic Illness Rider
23. Please revise the description of the purpose of the non-guaranteed Base
Policy Specified
Amount reduction factor so that it is written in plain English. Does a
lower reduction
factor increase or decrease the amount paid to the policy owner? (page
53 & top of page
54) This comment also applies to the Critical Illness Rider disclosure
on page 59.
Waiver of Monthly Deductions Rider
24. Please clarify what you mean by a risk not assumed . (page 63)
25. Please clarify what you mean when you state that [t]o assist the
policy owner in keeping
the policy on track, Nationwide applies the premium factor to the
no-lapse guarantee
value as of the Policy Monthaversary at the beginning of the policy
month in which the
Premium was received. (page 65)
Exhibits
26. The Powers of Attorney incorporated by reference into the Registration
Statement do not
specifically reference this Registration Statement. Please execute and
file new Powers of
Attorney with the next pre-effective amendment authorizing the filing of
this Registration
Statement. See Rule 483(b).
27. Opinion of Counsel - Please remove the reference to the policies being
Index-Linked
from the legal opinion as the policy does not offer index-linked
options.
Signatures
28. Please note the signature requirements of Section 6(a) of the 1933 Act,
which requires
that the registration statement also be signed by the Trust s
principal accounting officer
or comptroller. In this regard, any person who occupies more than one of
the positions
specified in Section 6(a) of the 1933 Act should indicate each capacity
in which he or she
signs the registration statement.
* * * *
Responses to this letter should be made in a letter to me filed on
EDGAR and in the form
of a pre-effective amendment filed pursuant to Rule 472. Where no change will
be made in a
filing in response to a comment, please indicate this fact in the letter to us
and briefly state the
basis for your position.
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You should review and comply with all applicable requirements of the
federal securities
laws in connection with the preparation and distribution of a preliminary
prospectus.
We remind you that the Company is responsible for the accuracy and
adequacy of its
disclosure in the registration statement, notwithstanding any review, comments,
action, or
absence of action by the staff.
You may contact me at (202) 551-6751 or whitea@sec.gov if you have any
questions.
Sincerely,
/s/ Alison White
Senior Counsel
cc: Michael Kosoff, Senior Special Counsel
Christian Sandoe, Assistant Director
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