SecProbe.io

January 16, 2024
VIA E-mail
Jan Fischer, Esq.
Nationwide Life Insurance CompanyOne Nationwide PlazaColumbus, OH 433215
Re: Nationwide Life Insurance Company
Initial Registration Statement on Form S-1
  File No. 333-275629
Dear Ms. Fischer:
 You filed the above-referenced initia l registration statement on Form S-1 on behalf of
Nationwide Life Insurance Company (the “Company”) on November 17, 2023. We have
reviewed the registration statement and have  provided our comments below. Based on our
review, we have the following comments:
General
1. Please provide all missing information, incl uding all appendices, exhi bits, and financial
statements in the next pre-effective amendment to the registration statement.  We may have further comments when you include the omitted information.
2. Please clarify supplementall y whether there are any types of guarantees or support
agreements with third parties to support any Contract features  or benefits, or whether the
Company will be solely respons ible for any benefits or features associated with the
Contract.
3. Where a comment is made regarding the disclo sure in one location, it is applicable to all
similar disclosure appearing elsewhere in the registration statement, including the summary. Further, where disclosure is request ed to be added in one place, please add
similar disclosure to all other sections of the prospectus where such disclosure would be relevant. For example, disclosure requested on the cover page should also be reflected in
the summary, risk factors, and el sewhere as appropriate.
4. Please confirm supplementally that the rates and assumptions reflected in all examples
provided throughout the prospectus are reasona ble in light of current and anticipated
market conditions.

Jan Fischer, Esq.
January 16, 2024
Page 2

Cover Page
5. In the first paragraph, please revise the firs t sentence (“This prospectus describes …”) to
add at the end: "including mate rial state variations and fina ncial intermediary variations."

6. Please state that if the Contract is purchas ed through a tax-qualified IRA or plan, the
Contract provides no additional tax benefit to the investor  beyond those already provided
under the tax-qualified IRA or plan. Also add this statem ent to "Contract Types and
Federal Tax Considerations."
7. Please add a prominent statement that the Company allows only one Purchase Payment
per Contract.
8. In the second paragraph, please add disclosure stating that: (a) withdrawals taken at any
time will proportionally reduce the Death Benefit, perhaps by more than the amount
withdrawn; and (b) withdrawals from an Index Strategy before the end of its term will
reduce the strategy value proporti onately and will be subject to a Daily ISE Percentage
that may be negative and that may reduce th e Index Strategy Value by substantially more
than the amount withdrawn. Please ensure th at disclosure rega rding proportionate
reductions of the death benefit and strategy value as well as the potential application of a
negative Daily ISE Percentage are made throughout the prospectus when discussing the
impact of withdrawals under the Contract.

9. In the third paragraph, please clarify that In dex Strategies receive positive or negative
earnings at the end of a one or three-year period based in part on the performance of a
specific market index over th at period, subject to a level of protection against loss.

10. Please also identify in the Index name or by parenthetical each Index that is a price index
each time the Index is referenced in the prospectus.
11. Please prominently state in the sixth paragraph that the Company reserves the right to add
or remove the Index Strategies offered, change the Indexes, and limit the number of offered Index Strategies to only one. Please st ate that if all but one Index Strategy is
terminated, the Contract owner will be limited to investing in only that investment option with terms that may not be acceptable to the owner, and make this change to similar disclosure elsewhere in the prospectus.

12. In the sixth paragraph:

x Please briefly disclose what happens at th e end of a Strategy Term if the Contract
Owner does not provide instructions on a llocating funds invested in the Strategy.

x Please clarify that Index Strategies ava ilable for a new Strategy Term could have
different terms.

Jan Fischer, Esq.
January 16, 2024
Page 3

x Please clarify that amounts transferred pursuant to the Performance Lock feature
will be subject to the Daily ISE Percentage, which could be negative and which
could lock in a loss. Given the potential risks associated with the Performance
Lock feature, please do not characteri ze it as a “right” under the Contract.

13. In the first bullet following the seventh paragraph, please state the Contract’s minimum
Protection Level guaranteed for the life of the Contract. If this level is lower than the
Protection Levels currently offered, then pl ease also disclose the maximum loss, as a
percentage, that a Contract Owner could experience under this guaranteed minimum.

14. In the second bullet following the sevent h paragraph, please state the minimum
Participation Rate guaranteed for the life of the Contract.
15. In the third bullet following the seventh paragraph, please state the maximum Strategy
Spread guaranteed for the life of the Contract. Please also be clear that the stated rate for an Index Strategy is for a one-year period, and for Index Strategies with 3-year Segment
Terms, the stated rate will be multiplied by 3 before being applied to reduce Index gains and amplify Index losses.
16. To aid investor understanding as to how the Participation Ra te and Strategy Spread work
together to impact positive and negative Index performance, please provide a fourth bullet that sets forth a numerical example s howing the extent to which performance can
affect interest credited ( e.g., one example assuming a 3% Strategy Spread, a 50%
Participation Ra te, and 10% Index Performance and a second example assuming a 3%
Strategy Spread, a 125% Pa rticipation Rate, and -1 0% Index Performance).

17. Please revise the tenth paragraph to more pr ominently disclose that partial withdrawals
including systemic withdrawals, exercise of the Performance Lock, required minimum
distributions, full surrender, annuitization and death benefit payments could significantly reduce the values under the Contract, incl uding the death benefit, and the amount of
Index Strategy Earnings credited at the end of  a Strategy Term due to the market value
adjustment, the Daily ISE Percentage, propor tionate withdrawal calculations, income
taxes and tax penalties, and withdrawal charges.   Please add in bullet points the specific imp acts withdrawals have under the Contract,
including that:
x Charges and adjustments could reduce am ounts below the amount withdrawn and to
less than the protection provided by the Prot ection Level to the Index Strategy(ies).
x The market value adjustment, withdrawal charges of up to 8%, and income tax and
tax penalties may apply to am ounts withdrawn from the Cont ract during the first six
Contract years. Please also disclose th e maximum potential loss, as a percentage,
from a negative market value adjustment.

Jan Fischer, Esq.
January 16, 2024
Page 4

x The Daily ISE Percentage will apply to amounts withdrawn from an Index Strategy
before the end of its term. Please also disclose the maximum potential loss, as a
percentage, from a negative Daily ISE Percentage.
x The Contract may not be appropriate if an invest or intends to take ongoing
withdrawals, such as systematic wit hdrawals or required minimum distributions,
particularly during an Index Strategy Term.
18. In the eleventh paragraph, please make th e second sentence, "Prospective purchasers
should consult with a financial pr ofessional..." more prominent ( e.g., in bold type).

19. In the twelfth paragraph, please disclose whether the amount refunded upon cancellation
is subject to the market value adjustment and the Daily ISE Percentage. Also, please state
that no withdrawal charge applies upon cancellation, if true. Please make these
clarifications in the “Right to Examine and Cancel" section of the prospectus as well.

Defined Terms, pp. 1-4
20. Please clarify the differen ce between the Annuitization Date and the Annuity
Commencement Date or consider using just one term.  We note the prospectus tends to
use the term Annuitization Date to discuss when annuity payments begin and that the
term Annuity Commencement Date is used only in th e section entitled "Annuity
Commencement Date."

21. Daily Index Strategy Earnings Percentage (Daily ISE Percentage): Please revise the
definition of the Daily ISE Percentage to clearly state that this percentage is an
adjustment applied if amounts are withdrawn from an Index Strategy before the Strategy
Term End Date, and that this adjustment c ould be negative and c ould result in loss.
Please make sure this explanation of the Daily ISE Percentage is clear throughout the prospectus.
22. Market Value Adjustment (MVA): Please clarify that the MVA adjustment could be
positive or negative, and that the MVA could result in loss.

23. Please consider adding a definition for "Wit hdrawal" and clarify whether withdrawals
include required minimum distributions, transa ctions such as annuitization and payment
of Death Benefits, and Performance Locks.

Jan Fischer, Esq.
January 16, 2024
Page 5

Summary
 24. Please remove the last sentence of the firs t paragraph of the Summary. The prospectus
should describe all material state variations and financia l intermediary variations.

What is the Purpose of the Contract - The Contract in General, p. 5
25. In the last sentence of the third paragraph, please add that an investor should not buy the
Contract if they plan to take ongoing w ithdrawals during an Index Strategy Term.

 Values Under the Contract, pp. 5-6
26. Please revise the first four paragraphs on page 6 in accordance with plain English
principles. In particular:
x Please describe the interim valuation of an  Index Strategy, as well as the Daily ISE
Percentage, only in the context of wit hdrawals or Performance Locks occurring
before the Strategy Term End Date. The curr ent disclosure suggests that this daily
valuation has other relevance under the Cont ract, such as a daily crediting of Index
performance to the Index Strategy.
x Along those same lines, please be sure to distinguish the daily  interim valuation
separate from the interest crediting occurring on the last date of the Strategy Term.
The Term End ISE Percentage is calculated using the Crediting Factors applied to the
actual Index Performance (point to point ) while the Daily ISE Percentage is
calculated against hypothetical investments in derivatives that provides an estimated
value of what the Term End ISE Percentage will be on the Strategy Term End Date (a Black Scholes model) and is not directly  related to the Index Performance. The
current disclosure is not clear that thes e are two separate calculations done for two
separate purposes, one to adjust the Index Strategy value in the event of premature
withdrawals, and the other based on the chan ge in Index performance over the term to
credit positive or negative earnings to the investor’s Contract. Using one term – “Index Strategy Earnings” – to describe bot h Index Strategy values, and the over-use
of defined terms when describing eith er valuation, could hamper investor
understanding. It is also potentially misleadi ng to refer to “earnings” being calculated
and applied during the Strategy Term.
x In the second paragraph, please clarify without  the use of too many defined terms that
Index Strategy Earnings are calculated point  to point on the Strategy Term End Date
after applying the Protection Level, Par ticipation Rate, and Strategy Spread, and
disclose the impact of such calculation on Index Strategy Earnings.
x In the fourth paragraph on page 6, please explain why the Daily ISE Percentage may
be negative even if the Index Performance is positive.

Jan Fischer, Esq.
January 16, 2024
Page 6

Withdrawals, p. 6
27. Please clarify that while Free Withdrawals ar e not subject to CDSC or MVA, they may
be subject to the Daily ISE Percentage adjustment if the withdrawal is made before the end of a Strategy Term.  Death Benefit, p. 6
28. We note the Contract is a single purchase paymen t deferred annuity contract.  In the third
sentence, please change "total Purchase Payments" to "Purchase Payment" since even multiple payments may be made as part of a single Purchase Payment and the Contract will not be issued until all such payments are received.

29. Please add disclosure regarding the impact of  the Daily ISE Percentage adjustment and
proportionate reduction to  index strategy value if the Deat h Benefit is taken prior to the
end of a Strategy Term.
 How can the Contract be categorized under the Code? pp. 6-7
30. In the paragraph following the bulleted disclosure, please clarify if the Contract will or
will not provide additional tax deferral benefits to other categories of Contract ( e.g.,
Qualified Plans, SEP IRAs, Simple IRAs).  What fees or adjustments are assessed if a Contract Owner takes a partial
withdrawal or a full surrender of the Contract? p. 6
31. In this discussion of fees and adjustment s on pages 6 and 7, please include a subsection
that briefly discusses the Daily ISE Percentage adjustment.
32. In the first paragraph, please clarify that a Daily ISE Percentage adjustment also will
apply to Death Benefit paym ents and annuitization occurring during an Index Strategy
Term. Please also disclose the impact of propo rtionate adjustments to the Death Benefit
and to the value of an Index Strate gy in connection with withdrawals.

33. In the example showing the impact of a CDSC and negative MVA, please state that the
amount of loss could be greater if a negativ e Daily ISE Percentage adjustment also
applies.
34. In the discussion following this example, pl ease be clear that while a CDSC and MVA
may not apply to certain par tial withdrawals or full surrender, a negative Daily ISE
Percentage adjustment and pr oportionate adjustments to th e Death Benefit and to the
Index Strategy value could still apply upon partial withdrawal or full surrender.

Jan Fischer, Esq.
January 16, 2024
Page 7

What are the investme nt options under the Contract? pp. 8-10

35. Please clarify in the first paragraph of In dex Strategies that earnings based on Index
performance are credited at the end of the Strategy Term, and that the interim value of the Index Strategy will not change  unless amounts are removed before the Strategy Term
End Date. In the paragraph that follows, please revise to state that “all” rather than “some” Strategies have a Strate gy Spread and that this Stra tegy Spread may be different
each Strategy Term.
Risk Factors
Daily Index Strategy Earnings Potential (Daily ISE Percentage) Risk, p. 19

36. Please clarify, if accurate, that Daily ISE Pe rcentage is only applied if the Contract
Owner takes a withdrawal, exercises a Performance Lock or the Right to Examine and Cancel provision, or begins Annuitization prior to the Strategy Term End Date.
 Limited Growth Potential Risk (Strategy Spread and Participation Rate Risk), pp.
19-20
37. Please clarify that the Participation Rates for Strategy Terms are for the entire term and
not applied on an annual basis.
38. Please clarify that the Strategy Spread is multiplied by the number of segment years and
consider adding an example to show how th e Strategy Spread may amplify Index gains
and losses.
Reinvestment Risk, p. 20
39. Please briefly discuss the risk that an Index Strategy may not be ava ilable after a Strategy
Term End Date and the consequences of that  if the Contract Owner does not specify a
different allocation ( e.g., amounts will be transferred to  the Fixed Strategy where the
contract owner could receive an interest r