SEC Comment Letter 0000000000-23-008369 to NATIONWIDE VARIABLE ACCOUNT 5 (CIK 0000914603)
NATIONWIDE VARIABLE ACCOUNT 5 (CIK 0000914603)
Date: Aug. 3, 2023 · CIK: 0000914603 · Accession: 0000000000-23-008369
AI Filing Summary & Sentiment
File numbers found in text: 333-272927, 811-08142
Letter
July 26, 2023 BY EMAIL Gary Lim Counsel Nationwide Life Insurance Company One Nationwide Plaza Columbus, Ohio 43215 Re: Nationwide Life Insurance Company Nationwide Variable Account- 5 Initial Registration Statement on Form N-4 File Nos. 811-08142 and 333-272927 Dear Mr. Lim: On June 26, 2023, you filed the above-referenced registration statement on Form N-4 on behalf of Nationwide Life Insurance Compa ny (the “Company”) and its separate account, Nationwide Variable Account- 5 (t he “Registrant”). Based on the Company’s representations, we have given the registration st atement a selective review. Where a comment is made in one location, it is applicable to a ll similar disclosure appearing elsewhere in the registration statement. All capitalized terms not otherwise defi ned herein have the meaning given to them in the registration statement. We have the following comments on the filing:
General
1. Please confirm that all missing info rmation, including all exhibits and a complete rate sheet supplement, will be filed in a pre-effectiv e amendment to the registration statement. We may have further comment s when you supply the omitted information.
2. Please clarify supplementally wh ether there are any guarantees or support agreements with third parties to support a ny policy features or benefits, or whether the Company will be solely responsible for any benefits or feat ures associated with the Contract.
Rate Sheet Supplement (pages 1-2)
3. Please note that the staff believes that best practice would have current rates identified on the Company’s website. In that case, the prospectus and rate sheet should state that information about current rates is available on the Company’s website at a specified internet address. See ADI 2018-05 - Use of rate sheet supplements in connection with variable insurance products.
Mr. Lim July 26, 2023 Page 2 of 3 4. Please provide more details about what you mean when you state that “[t]he rate comparison process described above does not include consideration of any change in the Roll-up Crediting Period.” If the Roll- up Crediting Period decreases betw een the time the application is signed and the contract is issued, will the purchaser be subject to the shorter time period? If so, please clearly state th is in the supplement. Important Information You Should Consid er About the Contract (pages 6-7)
5. Please supplementally confirm that the key in formation table cross-references in the electronic versions of the summary and statutory prospectuses will link directly to the location in the statutory prospectus where the s ubject matter is discussed in greater detail, or will provide a means of facilitating access to that information through e quivalent methods or technologies. ( See Instruction 1(b) to Item 2.) Signatures 6. Please note the signature requireme nts of Section 6(a) of the 1933 Act, which requires that the registration statement also be signed by the Registrant’s pr incipal accounting officer or comptroller. In this regard, any person w ho 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. Initial Summary Prospectus 7. Supplementally confirm that in the electronic ve rsion of the ISP: (a) the website address in the legend will comply with the requirement s of Rule 498A(b)(2)(v)(B) and any other website address will comp ly with the requirements of Rule 498A(i)(4); and (b) the Table of Contents, cross references, and all defined terms will comply with the requirements of Rule 498A(h)(2)(ii), (iii) and (iv), respectively.
* * * *
A response to this letter should be in the form of a pre-effective amendment filed pursuant to Rule 472 under the 1933 Act. The pre- effective amendment should be accompanied by a supplemental letter that includes your res ponses to each of these comments. Where no change will be made in the fili ng in response to a comment, plea se indicate this fact in your supplemental letter and briefly st ate the basis for your position. You should review and comply with all applicable requireme nts 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, not withstanding any review , comments, action, or absence of action by the staff.
Mr. Lim July 26, 2023 Page 3 of 3 You may contact me at (202) 551-6951 or whitea@sec.gov if you have any questions. Sincerely, /s/ Alison White Senior Counsel cc: Christian Sandoe, Assistant Director Michael Kosoff, Seni or Special Counsel
Show Raw Text
July 26, 2023
BY EMAIL Gary Lim Counsel Nationwide Life Insurance Company One Nationwide Plaza Columbus, Ohio 43215 Re: Nationwide Life Insurance Company
Nationwide Variable Account- 5 Initial Registration Statement on Form N-4 File Nos. 811-08142 and 333-272927
Dear Mr. Lim:
On June 26, 2023, you filed the above-referenced registration statement on Form N-4 on
behalf of Nationwide Life Insurance Compa ny (the “Company”) and its separate account,
Nationwide Variable Account- 5 (t he “Registrant”). Based on the Company’s representations,
we have given the registration st atement a selective review. Where a comment is made in one
location, it is applicable to a ll similar disclosure appearing elsewhere in the registration
statement. All capitalized terms not otherwise defi ned herein have the meaning given to them in
the registration statement. We have the following comments on the filing:
General
1. Please confirm that all missing info rmation, including all exhibits and a
complete rate sheet supplement, will be filed in a pre-effectiv e amendment to the registration
statement. We may have further comment s when you supply the omitted information.
2. Please clarify supplementally wh ether there are any guarantees or support agreements with
third parties to support a ny policy features or benefits, or whether the Company will be solely
responsible for any benefits or feat ures associated with the Contract.
Rate Sheet Supplement (pages 1-2)
3. Please note that the staff believes that best practice would have current rates identified on the
Company’s website. In that case, the prospectus and rate sheet should state that information
about current rates is available on the Company’s website at a specified internet address.
See ADI 2018-05 - Use of rate sheet supplements in connection with variable insurance
products.
Mr. Lim
July 26, 2023 Page 2 of 3 4. Please provide more details about what you mean when you state that “[t]he rate comparison
process described above does not include consideration of any change in the Roll-up
Crediting Period.” If the Roll- up Crediting Period decreases betw een the time the application
is signed and the contract is issued, will the purchaser be subject to the shorter time period? If so, please clearly state th is in the supplement.
Important Information You Should Consid er About the Contract (pages 6-7)
5. Please supplementally confirm that the key in formation table cross-references in the
electronic versions of the summary and statutory prospectuses will link directly to the location in the statutory prospectus where the s ubject matter is discussed in greater detail, or
will provide a means of facilitating access to that information through e quivalent methods or
technologies. ( See Instruction 1(b) to Item 2.)
Signatures
6. Please note the signature requireme nts of Section 6(a) of the 1933 Act, which requires that
the registration statement also be signed by the Registrant’s pr incipal accounting officer or
comptroller. In this regard, any person w ho 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.
Initial Summary Prospectus
7. Supplementally confirm that in the electronic ve rsion of the ISP: (a) the website address in
the legend will comply with the requirement s of Rule 498A(b)(2)(v)(B) and any other
website address will comp ly with the requirements of Rule 498A(i)(4); and (b) the Table of
Contents, cross references, and all defined terms will comply with the requirements of Rule 498A(h)(2)(ii), (iii) and (iv), respectively.
* * * *
A response to this letter should be in the form of a pre-effective amendment filed
pursuant to Rule 472 under the 1933 Act. The pre- effective amendment should be accompanied
by a supplemental letter that includes your res ponses to each of these comments. Where no
change will be made in the fili ng in response to a comment, plea se indicate this fact in your
supplemental letter and briefly st ate the basis for your position.
You should review and comply with all applicable requireme nts 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, not withstanding any review , comments, action, or
absence of action by the staff.
Mr. Lim
July 26, 2023 Page 3 of 3
You may contact me at (202) 551-6951 or whitea@sec.gov if you have any questions.
Sincerely, /s/ Alison White Senior Counsel
cc: Christian Sandoe, Assistant Director Michael Kosoff, Seni or Special Counsel