SecProbe.io

CORRESP
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filename1.htm

April 21, 2021

VIA EDGAR

The United States Securities

    and Exchange Commission

100 F. Street, NE

Washington, D.C. 20549-8629

Re:
 Nationwide Variable Account-II

Nationwide Life Insurance
Company

File No. 333-177439 (Nationwide Destination B 2.0 – Post-Effective Amendment No. 33)

Dear Ms. Marquigny:

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-II (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 February 22, 2021, Nationwide
filed the above referenced Post-Effective Amendment to the Registration Statement. Nationwide received your oral comments to the Post-Effective Amendment on April 12, 2021. The revisions specified in this
correspondence filing are as a result of your oral comments. Unless otherwise specified, page numbers referenced below refer to Post-Effective Amendment No. 33.

General:

(1)
 Unless otherwise stated, comments apply to the same or related disclosures throughout the registration statement.

(2)
 Please reply via EDGAR at least five (5) days prior to the filing of your subsequent 485(b) filing.

(3)
 Please include proposed revisions in your response letter. If no changes are being made, please specify this in the response letter.

(4)
 If material information is missing or inaccurate in the above referenced Post-Effective Amendment, please submit completed pages with the correspondence letter.

 Response. Nationwide acknowledges understanding of the general items above. Nationwide represents that it will file a subsequent Post-Effective Amendment prior to the effective date of the above
referenced Post-Effective Amendment, incorporating any changes reflected herein.

Cover Page:

Columbus, Ohio 43215-2220
 Nationwide Financial

Legal Counsel to the Nationwide Insurance
Companies and their Associated Companies

(5)
 Delivery disclosure. If electronic notice and delivery will be the default delivery, please keep the required disclosure on the cover until January 1, 2022.

 Response. Nationwide followed the two-year notification process outlined in Rule 30e-3 for early reliance; which enables Nationwide to rely on Rule 30e-3 beginning May 1, 2021 without inclusion of
any additional notification in the prospectus.

(6)
 Recapture of Purchase Payment Credits. For the ISP (and USP), please ensure the cover page disclosures mirror the Statutory with respect to Purchase Payment Credits, their impact on contract expenses, their recapture during the
free look period, and the value returned to a contract owner depending upon the state’s free look requirements.

 Response. Please see the fifth paragraph of disclosure on the cover page, which reads as follows:

 This contract contains features that apply credits to the Contract Value. The benefit of the credits may be more than offset by the additional fees that the Contract Owner will pay in connection with the credits. A
contract without credits may cost less.

 Please also see the seventh paragraph of disclosure on the cover page, which reads as follows:

 If the Contract Owner elects to cancel the contract pursuant to the free look provision, where required by law, Nationwide will return the greater of the Contract Value or the amount
of purchase payment(s) applied during the free look period, less any Purchase Payment Credits, withdrawals from the contract, and applicable federal and state income tax withholding. Otherwise, Nationwide will return
the Contract Value, less any Purchase Payment Credits, withdrawals from the contract, and applicable federal and state income tax withholding (see Right to Examine and Cancel).

Key Information Table, or "KIT"
(Pages 7-8):

(7)
 Table Headers / Format. Per Instruction 1(a), the KIT required by Item 2 may not modify or substitute the title, headings, and subheadings unless otherwise provided. Accordingly, please delete the parenthetical in
the third row of the Risks section, and for the legend above the nested table (Ongoing Fees and Expenses) do not deviate from the language provided in Instruction 2(c)(i)(A).

 Response. Nationwide has removed the parenthetical in the third row of the Risks section. In addition, Nationwide has revised the identified legend as follows (emphasis added):

 The table below describes the fees and expenses that you may pay each year, depending on the options you choose. Please refer to your contract specifications page for information about the specific fees you will pay each year based on the options you have elected.

(8)
 Cross References. For electronic versions of the Summary and Statutory Prospectus, per Instruction 1(b) to Item 2 of Form N-4, cross references should link directly to the location in the Statutory
Prospectus where the subject matter is discussed in greater detail. In your response letter, please confirm that the revised disclosure will satisfy these requirements.

 Response. Nationwide confirms that the electronic version of the Summary and Statutory Prospectus, per Instruction 1(b) to Item 2 of Form N-4, will contain cross references that link directly to
the location in the Statutory Prospectus where the subject matter is discussed in greater detail.

(9)
 Table Header / Format. The primary table headings are currently presented in white text with gray background and are difficult to read. Please replace with black text or an alternate color scheme that will make
the required headings more prominent. Also, please reformat the chart so that the reference symbol and footnote text consistently appear on the same page of the chart.

 Response. Nationwide has replaced the table headings with black text and reformatted the chart so that the reference symbol and footnote text appear on the same page of the chart.

(10)
 Charges for Early Withdrawal. Either in the Glossary or directly in the KIT description, please provide a succinct practical explanation of what the charge is and what CDSC means.

 Response. Nationwide has modified the KIT description as follows (emphasis added):

Columbus, Ohio 43215-2220
 Nationwide Financial

Legal Counsel to the Nationwide Insurance
Companies and their Associated Companies

 If the Contract Owner withdraws money from the contract within 7 years following his/her last purchase payment, a Contingent Deferred Sales charge (or "CDSC") may apply (see Contingent Deferred Sales Charge). The CDSC is used to recoup sales and other expenses associated with the contract that Nationwide incurs during early years of the contract. The CDSC will not exceed 7% of the
amount of purchase payments withdrawn, declining to 0% over 7 years.

(11)
 Base Contract Fee / Maximum. In your response letter, please explain the basis for the 0.03% difference between the Minimum and Maximum base contract charges in the KIT. It appears that both the Minimum and Maximum
should be approximately 1.33% as there is a single class of contracts.

 Response. The 1.30% reflects the minimum Base Contract expenses, which includes a waiver of the Contract Maintenance Charge ($30 annually). The 1.33% reflects the maximum Base Contract expenses,
which includes the assessment of the $30 annual Contract Maintenance Charge converted into an asset-based charge in accordance with Instruction 2(i)(D) to Item 2.

(12)
 Risks Associated with Investment Options. Please delete the extra bullet in middle of sentence (see line 2) that appears as part of the first bullet point. Also, please restate the last bullet point more broadly to include the
Fixed Account options in addition to the underlying fund options.

 Response. Nationwide has revised the bullet list as follows (emphasis added):

•
  Investment in this contract is subject to the risk of poor investment performance of the investment options chosen by the Contract Owner.

•

Each investment option (including the Fixed Account) has its own unique risks.

•

Review the prospectuses and disclosures for the investment options before making an investment decision

(13)
 Insurance Company Risks. Rather than just referring to the Service Center, please specifically indicate how such requests for additional information can be made (e.g., via toll-free telephone number) as required by
Instruction 3(d) to Item 2 of Form N-4.

 Response. As a general practice, Nationwide elects not to insert contact information sporadically throughout the prospectus. Instead, it includes the information once and then, unless specifically
required otherwise, cross-references that provision, which practice is in accordance with Rule 421 and its recommendations to not repeat disclosure. Nationwide has revised the last sentence of the Insurance Company
Risks as follows (emphasis added):

 More information about Nationwide, including its financial strength ratings, is available by contacting Nationwide at the address and/or toll-free phone number indicated in Contacting the Service Center (see Principal Risks).

(14)
 Restrictions / Investments. Disclose that during a Fixed Account interest rate guarantee period, transfers cannot be made from the Fixed Account and amounts transferred to the Fixed Account must remain on
deposit.

 Response. Nationwide has added the following new bullet to the Restrictions / Investments table:

•
  Allocations to the Fixed Account may not be transferred to another investment option except at the end of a Fixed Account interest rate guarantee period (see The Fixed Account).

(15)
 Restrictions / Optional Benefits. Per Instruction 4(b) to Item 2, if correct, please revise the final bullet point to clarify that withdrawals that exceed limits specified by the terms of an optional benefit may reduce the
benefit by an amount greater than the value withdrawn and/or could terminate the benefit.

 Response. Nationwide has added the following new bullet to the Restrictions / Optional Benefits table:

•
  For certain optional benefits, certain withdrawals could negatively impact the amount of the benefit by an amount greater than the amount withdrawn and/or could terminate the optional benefit.

Overview of the Contract (Pages
9-10):

Columbus, Ohio 43215-2220
 Nationwide Financial

Legal Counsel to the Nationwide Insurance
Companies and their Associated Companies

(16)
 Purpose of the Contract. Per Item 3(a), please state for whom the contract may be appropriate, e.g. by discussing a representative investor’s time horizons, liquidity needs, and financial goals.

 Response. Nationwide has added the following new paragraph at the end of the Purpose of the Contract:

 Prospective purchasers should consult with a financial professional to determine whether this contract is appropriate for them, taking into consideration his/her particular needs, including investment objectives,
risk tolerance, investment time horizon, marital status, tax situation, and other personal characteristics. Generally speaking, this contract is intended as a long-term investment to provide benefits to a single
individual and his/her beneficiaries. It is not intended as a short-term investment. Nationwide has designed the contract to offer features, pricing, and investment options that encourage long-term ownership. The
contract is not intended to be used by institutional investors, in connection with other Nationwide contracts that have the same Annuitant, or in connection with other Nationwide contracts that have different
Annuitants but the same Contract Owner. It is not intended to be sold to a terminally ill Contract Owner or Annuitant.

(17)
 Phases of the Contract. Please clarify the last sentence of the annuitization phase paragraph, since payments do not necessarily stop at death if a period certain annuity option is elected.

 Response. Nationwide has revised the last sentence of the annuitization phase paragraph as follows (emphasis added):

 Additionally, once annuitization has begun, there is no death benefit, which means that upon the death of the Annuitant (and the Annuitant’s spouse if a joint annuity option was elected), all payments stop and
the contract terminates, unless the particular annuitization option provides otherwise.

(18)
 Contract Features / Death Benefit. Please clarify that the death benefit is only available during the accumulation phase of the contract.

 Response. Nationwide has revised the Contract Features / Death Benefit as follows (emphasis added):

 Death Benefit. During the accumulation phase, the contract contains a standard death benefit (the greater of (i) Contract Value or (ii) net purchase payments) at no additional charge.

Fee Table (Pages 10-12):

(19)
 Death Benefit Options. Please delete the parenthetical "(eligible applicants may purchase one)" as it is not required or permitted by the Form.

 Response. Nationwide has deleted the referenced parenthetical.

(20)
 Living Benefit Options. Please delete the parenthetical "(eligible applicants may purchase one)" as it is not required or permitted by the Form.

 Response. Nationwide has deleted the referenced parenthetical.

(21)
 Options that are no longer available. For presentation clarity and ease of utility, consider presenting options that are no longer available for purchase together in one group, individually tagged with the same footnote, or
visually distinguished in some other way (e.g., italics).

 Response. Nationwide will take this recommendation under consideration for future products, but elects to keep the current presentation for this product.

(22)
 Annual Underlying Mutual Fund Expenses. Please delete the text between the underlying mutual fund expense table and the Example table. If the registrant wishes to present information about underlying fund waiver and reimbursement
arrangements, please do so in accordance with Instruction 17 to Item 4 of Form N-4, which permits these fees to be reflected in a separate item to the table according to the prescribed format.

 Response. Nationwide has deleted the text between the underlying mutual fund expense table and the Example table.

Columbus, Ohio 43215-2220
 Nationwide Financial

Legal Counsel to the Nationwide Insurance
Companies and their Associated Companies

(23)
 Example. Please substitute the text from Form N-4 for the last line of the preamble ("For those contracts that do not elect…"). In addition, the expense example should clearly indicate, either
in the narrative or a footnote, which contract features/options are reflected in the example. Please add this disclosure in an appropriate location.

 Response. Nationwide has revised the last line of the preamble as follows:

 Although your actual costs may be higher or lower, based on these assumptions, your costs would be:

 Regarding the Staff’s request to indicate specifically which contract features/options are reflected in the Example, Nationwide cannot locate a requirement in Form N-4 to list
these items specifically and at this time is electing to not revise the disclosure format that has been used historically. Nationwide does include the maximum fee amount it uses in the Example calculation, which
provides the reader with a reference point as to the amount of maximum expenses.

Principal Risks (Pages 13-14):

(24)
 General. The Item 5 Principal Risk discussion should provide a more robust and tailored discussion of the risks than the information presented in the KIT. However, all the risks discussed in the KIT
also should be covered here. Please enhance the discussion of the potential impact of surrender charges, and include additional disclosure devoted to the various risks and restrictions for optional benefits. If
correct, add disclosure specifically explaining that the combination of withdrawals and election of certain benefit options could reduce the benefit base value to zero and c