Attached files
file | filename |
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EX-24 - POWER OF ATTORNEY - NATIONWIDE LIFE INSURANCE CO | poa.htm |
EX-23 - KPMG CONSENT - NATIONWIDE LIFE INSURANCE CO | consent.htm |
Act File
No. 333-160418
UNITED
STATES SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Pre-Effective
Amendment No. 2 to
FORM
S-1
REGISTRATION
STATEMENT
Under
THE
SECURITIES ACT OF 1933
NATIONWIDE
LIFE INSURANCE COMPANY
(Exact
name of registrant as specified in its charter)
OHIO
|
63
|
31-4156830
|
(State
or other jurisdiction of incorporation or organization)
|
(Primary
Standard Industrial Classification Code Number)
|
(I.R.S.
Employer
Identification
Number)
|
ONE
NATIONWIDE PLAZA, COLUMBUS, OHIO 43215
(Address,
including zip code, and telephone number, including area code, of registrant’s
principal executive offices)
Robert
W. Horner, III
Vice
President – Corporate Governance and Secretary
One
Nationwide Plaza
Columbus,
Ohio 43215
Telephone: (614)
249-7111
(Name,
address, including zip code, and telephone number, including area code, of agent
for service)
__________________________________________________
|
Approximate date of
commencement of proposed sale to the public: As soon as
practicable after this registration statement becomes effective
|
If
any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, check the following box.
|
[X]
|
If
this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering.
|
[ ]
|
If
this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering.
|
[ ]
|
If
this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering.
|
[ ]
|
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or smaller reporting
company. See the definitions of "large accelerated filer,"
"accelerated filer" and "smaller reporting company" in Rule 12b-2 of the
Exchange Act.
|
[ ]
|
Large
accelerated filer
|
[ ]
|
Accelerated
filer
|
[ ]
|
Non-accelerated
filer (Do not check if a smaller reporting company)
|
[X]
|
Smaller
reporting Company
|
[ ]
|
CALCULATION
OF REGISTRATION FEE
Title
of each class of securities to be registered
|
Amount
to be registered
|
Proposed
maximum offering price per unit
|
Proposed
maximum aggregate offering price
|
Amount
of registration fee
|
Interests
in Market Preservation Investment
|
*
|
*
|
$360,000,000
|
$20,088.00**
|
* The
maximum aggregate offering price is estimated solely for the purpose of
determining the registration fee. The amount to be registered and the proposed
maximum offering price per unit are not applicable in that these variable
annuity contracts are not issued in predetermined amounts or units.
** The registration fee was paid
concurrently with the filing of Registrant’s initial Registration Statement on
July 2, 2009.
The
Registrant hereby amends this Registration Statement on such date or dates as
may be necessary to delay its effective date until the Registrant shall file a
further amendment which specifically states that this Registration Statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said
Section 8(a), may determine.
ii
MARKET
PRESERVATION INVESTMENT
Issued
by
NATIONWIDE
LIFE INSURANCE COMPANY
One
Nationwide Plaza
Columbus,
Ohio 43215
Telephone: 1-800-848-6331
The date
of this prospectus is ___________, 2009.
This
prospectus must be read along with the appropriate variable annuity contract
prospectus. Both prospectuses should be read carefully and maintained
for future reference.
This
prospectus describes investment options referred to as Market Preservation
Investments (“MPIs”) issued by Nationwide Life Insurance Company
(“Nationwide”). The MPIs are investment options available under
certain variable annuity contracts issued by Nationwide. Nationwide’s
variable annuity contracts also provide an array of underlying mutual fund
investment options to which the variable annuity contract owner allocates his or
her purchase payments.
The MPIs
provide periodic credits to MPI allocations that are based on a crediting rate
determined by Nationwide that is tied to the Index (the S &P 500 Price Appreciation
Index®). The crediting rate used to calculate the credit will never
be less than 0% and will never
be more than the MPI Return Cap, which is set by Nationwide based on:
market conditions; the cost of hedging options used to support Nationwide’s
guarantee obligations associated with the MPI; and investment yields available
to Nationwide at the time the MPI Return Cap is set.
The MPI Performance Credit may be 0%
for one or more crediting periods; therefore, an investment in an MPI may have
no return. An investment in the MPI is subject to possible loss of
principal and earnings due to the assessment of contract charges under the
variable annuity contract through which the MPI is offered. In
addition, the variable annuity contract may assess a surrender charge on
withdrawals or upon surrender of the contract. Potential investors
should carefully consider whether or not the MPI is an appropriate investment as
compared to other investments that may offer comparable returns with a guarantee
of principal and earnings and/or without the imposition of contract charges and
surrender charges. See the “Risks Associated with the MPI”
section on page 6.
Variable
annuity contract prospectuses contain important disclosure about the variable
annuity contract and should be reviewed carefully before investing.
This
prospectus provides important information that a prospective investor in an MPI
should know before investing. Please read this prospectus carefully
and keep it for future reference.
Neither
the Securities and Exchange Commission nor any state securities commission has
approved or disapproved these securities or passed upon the accuracy or adequacy
of this prospectus. Any representation to the contrary is a criminal
offense.
The MPIs
described in this prospectus may not be available in all state jurisdictions
and, accordingly, representations made in this prospectus do not constitute an
offering in such jurisdictions.
"Standard
& Poor’s®”, “S&P®”, “S&P 500®”, Standard & Poor’s 500, and 500
are trademarks of The McGraw-Hill Companies, Inc. and have been licensed for use
by Nationwide Life Insurance Company. The MPI is not sponsored,
endorsed, sold or promoted by Standard & Poor’s and Standard & Poor’s
makes no representation regarding the advisability of purchasing the
MPI. Standard & Poor’s has no obligation to Nationwide or any MPI
investor with regard to the obligations set forth in this
prospectus. Standard & Poor’s has no responsibility with regard
to the calculation of the equation by which MPI Performance Credits are
calculated, priced, converted into cash, or otherwise affect an MPI investor’s
return on assets allocated to the MPI. Standard & Poor’s does not
guarantee the accuracy or completeness of any of the data used in the
calculations discussed in this prospectus.
1
TABLE
OF CONTENTS
GLOSSARY……………………………………………………………...............................................................................................................................................................................................3
|
INFORMATION
ABOUT THE MARKET PRESERVATION
INVESTMENT............................................................................................................................................................................4
|
GENERAL
INFORMATION…………………………………………………………….......................................................................................................................................................4
|
CHARGE
FOR THE
MPI……………………………………………………………….........................................................................................................................................................4
|
RISK DISCUSSION
…………………………………………………………………….........................................................................................................................................................4
|
MPI
ALLOCATIONS……………………………………………………………………......................................................................................................................................................4
|
MPI
PERIOD…………………………………………………………………………….........................................................................................................................................................4
|
MPI
RETURN
CAP………………………………………………………………………......................................................................................................................................................4
|
THE
MPI PERFORMANCE CREDIT
CALCULATION……………………………….....................................................................................................................................................5
|
WITHDRAWALS
AND TRANSFERS FROM AN MPI BAND PRIOR TO THE END OF AN MPI
PERIOD……………………………………………………………………..6
|
MPI
ALLOCATIONS AT THE END OF THE MPI
PERIOD………………………...…..................................................................................................................................................6
|
RISKS
ASSOCIATED WITH THE
MPI…………...........................................................................................................................................................................................................................6
|
DISTRIBUTION
(MARKETING) OF THE VARIABLE ANNUITY
CONTRACT…………...................................................................................................................................................... 7
|
INCORPORATION
OF CERTAIN INFORMATION BY
REFERENCE……………………........................................................................................................................................................7
|
LEGAL
OPINION……………………………………………………………………………….........................................................................................................................................................7
|
ABOUT
NATIONWIDE……………………………………………………………………….........................................................................................................................................................7
|
EXPERTS………………………………………………………………………………………..........................................................................................................................................................7
|
DISCLOSURE
OF COMMISSION POSITION ON
INDEMNIFICATION…………………....................................................................................................................................................... 8
|
APPENDIX:
EXAMPLE CALCULATIONS
……………………………...…………………......................................................................................................................................................... 9
|
Available
Information
Nationwide
Life Insurance Company files reports with the Securities and Exchange Commission
(“SEC”) on Forms 10-Q, 10-K and 8-K.
The
public may read and copy these reports at the SEC’s Public Reference Room at 100
F Street NE, Washington, D.C. 20549. You may obtain information on
the operation of the Public Reference Room by calling the SEC at (202)
551-8090. The SEC maintains an Internet site that contains reports,
proxy and information statements, and other information regarding issuers, like
Nationwide Life Insurance Company, that file electronically with the SEC
(http://www.sec.gov).
2
GLOSSARY
Business Day – Any day that
the New York Stock Exchange is open for trading.
Index – The S &P 500 Price Appreciation
Index®. At its sole discretion, Nationwide reserves the right to
change the index for new MPI Bands.
Market Preservation Investment
(“MPI”) – An investment option available in certain Nationwide variable
annuity contracts. Nationwide guarantees that, while an investor’s assets are
allocated to the MPI, those assets will not lose value due to market exposure
and may earn an MPI Performance Credit. Note: Although assets
allocated to the MPI will not lose value due to market performance, they are
subject to charges associated with the variable annuity contract through which
the MPIs are offered.
MPI Band – The term used to
refer to an investor’s MPI allocations on any given Business
Day. Each allocation to the MPI on a different Business Day will
create a separate MPI Band. Each MPI Band has its own MPI Return Cap
and MPI Period.
MPI Band Value – The dollar
value of an MPI Band. The MPI Band Value will never increase, but may
decrease due to the application of variable annuity contract charges and/or
transfers and surrenders. Nationwide uses the MPI Band Value as of
the last day of the MPI Period to calculate the MPI Performance Credit for that
MPI Band.
MPI Performance Credit – The
amount (calculated based on the performance of the Index) that Nationwide
applies to the variable annuity contract at the end of an MPI
Period.
MPI Period – The one-year
period (365 days) following the date of an allocation to an MPI, starting with
the date money is allocated to the MPI and ending one year later. Each MPI Band
will have its own MPI Period.
MPI Return Cap – The maximum
percentage that Nationwide will use to calculate the MPI Performance Credit.
Each MPI Band will have its own MPI Return Cap.
3
INFORMATION ABOUT THE MARKET
PRESERVATION INVESTMENT
General
Information
The
Market Preservation Investment (“MPI”) is a separate investment option available
under certain Nationwide variable annuity contracts. Amounts
allocated to the MPI are held in Nationwide’s general account and are guaranteed
to maintain their value (subject to variable annuity contract charges) if amounts remain allocated to the MPI
until the expiration of the MPI Period. At the end of the MPI Period,
Nationwide may apply an MPI Performance Credit, which is based on the
performance of the Index. The MPI does not offer any minimum
guaranteed MPI Performance Credit; therefore, the investor assumes the risk that
their investment in the MPI could potentially offer no
return.
Amounts
allocated to the MPI, less any applicable variable
annuity contract charges, are guaranteed in
full by Nationwide. The assets of Nationwide’s general account are
available for the purpose of meeting the guarantees associated with the
MPI. The MPI is not a separate account product. This means
that the assets supporting the MPI are not held in a separate account of
Nationwide for the exclusive benefit of MPI investors and are not insulated from
the claims of Nationwide’s creditors. Nationwide is not obligated to
invest general account assets in accordance with any particular investment
objective, but will generally adhere to Nationwide’s overall investment
philosophy. Any MPI Performance Credits will be paid from
Nationwide’s general account and, therefore, are subject to Nationwide’s claims
paying ability. Nationwide is solely responsible for the guarantees
associated with the MPI. In the event Nationwide is unable to meet
the guarantees associated with the MPI, investors in the MPI would be unsecured
creditors.
Charge
for the MPI
Nationwide
does not charge a fee for the MPI. However, the variable annuity
contract through which the MPI is offered may assess contract charges on assets
allocated to the MPI. Any such contract charges will be assessed as indicated in
the variable annuity contract and prospectus. Variable annuity
contract charges deducted from the MPI will reduce the MPI Band Value and the
amount of any MPI Performance Credit.
In
addition to the variable annuity contract charges discussed above, the annuity
contract may also assess a surrender charge on surrenders taken from the annuity
contract. The amount of the surrender charge varies by contract and
by the amount of time the assets have been in the contract. In no
event will the surrender charge exceed 8% of the amount surrendered, and no
surrender charges will be assessed on amounts that have been in the annuity
contract for longer than 8 years. For specific surrender charge
information, please consult the prospectus for the variable annuity
contract.
Risk Discussion
The MPI has risks associated with it that other investment
options do not, like the risk that the investment in the MPI could result in no
return. For more information on these risks, see “Risks Associated
with the MPI” later in this prospectus.
MPI
Allocations
For each
variable annuity contract, all the MPI allocations for that Business Day will be
aggregated, creating an MPI Band. Any allocations made to the MPI on subsequent
Business Days will create a separate MPI Band. Each MPI Band will
have its own MPI Period, MPI Return Cap and MPI Performance Credit
calculation.
There is
no minimum amount that must be allocated to an MPI. There is no limit on the
number of MPI Bands that a variable annuity contract owner can
have.
MPI
Period
The MPI
Period for each MPI Band will begin on the date money is allocated to the MPI
and lasts for one year.
MPI
Return Cap
The MPI
Return Cap is the maximum percentage that
Nationwide will use to calculate the MPI Performance Credit at the end of the
MPI Period. It will never be less than 3%. Note: The MPI Return Cap is not
necessarily the percentage that will be used to calculate the MPI Performance
Credit. Rather, it is the highest percentage that Nationwide
could use to calculate
the MPI Performance Credit – a “cap” on the credit percentage. The
actual percentage used to calculate the MPI Performance Credit will be no less
than 0% and no more than the MPI Return Cap (see the “the MPI Performance Credit
Calculation” section below). The MPI does not offer any minimum
guaranteed MPI Performance Credit. Therefore, depending on the
performance of the Index, an investor could receive no MPI Performance
Credit regardless of how high the MPI Return Cap is set.
4
A
potential investor can find out what the MPI Return Cap will be for new
allocations by contacting Nationwide at the telephone number and address listed
on page 1 of this prospectus. Additionally, the MPI Return Cap will
be noted on the confirmation statement for any new allocation into the
MPI.
The MPI Return Cap is set by
Nationwide AT ITS SOLE DISCRETION and is based on general market
conditions, the cost of hedging options used to support Nationwide’s guarantee
obligations associated with the MPI and investment yields available to
Nationwide at the time the MPI Return Cap is set. In general, as the
investment yields available to Nationwide increase and/or the cost of hedging
options decrease, the MPI Return Cap will increase. As the investment
yields available to Nationwide decrease and/or the cost of hedging options
increase, the MPI Return Cap will decrease.
The
MPI Performance Credit Calculation
The MPI
Performance Credit is the amount Nationwide applies to the variable annuity
contract at the end of the MPI period if the Index is higher on the last
Business Day of the MPI Period than it was on the first Business Day of the MPI
Period. The actual amount of the MPI Performance Credit is based on
the lesser of: (1) the percentage increase of the Index from the first Business
Day of the MPI Period to the last Business Day of the MPI Period, or (2) the MPI
Return Cap. If the Index is lower on the last Business Day of the MPI
Period than it was on the first day of the MPI Period, no MPI Performance Credit
will be applied to the contract.
Nationwide may change the Index at
its sole discretion. Any decision to change the Index will be
the result of Nationwide’s opinion (based on, among other things, market
conditions and Index performance) that a different Index would better serve MPI
investors. Nationwide does not guarantee that a new Index will
perform better than the old Index, and the new Index could have lower
performance than the old Index.
In the
event Nationwide changes the Index, Nationwide will continue to calculate the
MPI Performance Credit using the previous Index on any existing MPI Bands until
the end of their MPI Periods. Only new MPI Bands will be measured by
the new Index. If Nationwide changes the Index, it will notify investors via a
supplement to this prospectus approximately 60 days before
any such change is effective. If an investor does not wish to
remain invested in the MPI after a change in the Index, the investor may
transfer the MPI allocation to another investment in the variable annuity
contract in accordance with the “Withdrawals and Transfers from an MPI Band
prior to the end of an MPI Period” provision and
in accordance with the terms of the variable annuity contract through which the
MPI is offered. Note: if an investor does not wish to remain invested in the MPI after
a change in the Index, a reallocation of assets from the MPI could have a
negative impact on the benefits associated with the variable annuity
contract.
If, at
the end of the MPI Period, the Index has experienced a net gain (the Index
closing price on the last Business Day of the MPI Period is greater than the
Index closing price on the first Business Day of the MPI Period), Nationwide
will perform the MPI Performance Credit calculation to determine the amount of
the MPI Performance Credit to be applied to the variable annuity
contract. (The performance of the Index is measured without regard to
capital gains and dividends.) The calculation is shown in the
following formula:
MPI
Performance Credit = (Index Factor) x (MPI Band Value)
The
“Index Factor” equals the lesser of A or B, where:
A
|
=
|
Index
closing priceMPI Period
day 365 – Index closing price MPI Period
day 1
|
Index closing priceMPI Period
day 1
|
||
B
|
=
|
MPI
Performance Cap
|
If, at
the end of the MPI Period, the Index has experienced a net loss (the Index
closing price on the last Business Day of the MPI Period is less than the Index
closing price on the first Business Day of the MPI Period), Nationwide will not
apply an MPI Performance Credit to the variable annuity
contract. Likewise, if the Index has a closing price on the last
Business Day of the MPI Period is the same as it was on the first Business Day
of the MPI Period, Nationwide will not apply an MPI Performance Credit to the
variable annuity contract. In no event will a net loss in the Index
result in a loss or deduction from the MPI Band Value.
If the
last day of an MPI Period falls on a Saturday, Sunday, or other day that the New
York Stock Exchange is not open for trading, calculations will be performed on,
and using data as of, the last Business Day of the MPI Period.
5
Nationwide
will apply any MPI Performance Credit to the variable annuity contract on the
last Business Day of the MPI Period. The MPI Performance Credit will
be allocated according to the future allocation instructions on file with
Nationwide as of the last Business Day of the MPI Period. Future
allocation instructions will be required to be submitted to Nationwide as a
condition of allocating to the MPI. If, for any reason, a particular
investment option designated in the future allocation instructions is not
available on the last Business Day of the MPI Period, Nationwide will apply the
entire amount of the credit proportionally based on current contract
allocations.
Withdrawals
and Transfers from an MPI Band prior to the end of an MPI Period
Withdrawals
and transfers can be taken from the MPI at any time. However, the
variable annuity contract which includes the MPI as an investment option may
restrict transfers from the MPI. Please note that any withdrawal or
transfer from an MPI Band prior to the end of its MPI Period will reduce the MPI
Band Value, which will also reduce the amount of any MPI Performance Credit.
For example, if the current MPI Band Value for a particular contract is
$20,000 and the contract owner withdraws $5,000 from the MPI Band, the MPI Band
Value will be reduced by $5,000, which will result in a reduction in any MPI
Performance Credit payable.
There is
no minimum withdrawal amount that must be taken from the MPI.
MPI
Allocations at the End of the MPI Period
What
happens to an investor’s allocation in the MPI at the end of an MPI Period
depends on whether the variable annuity contract through which the MPI is
offered imposes any restrictions or requirements with regard to MPI
allocations.
If the
variable annuity contract does
not impose any restrictions or requirements, then approximately 30 days
before the end of the MPI Period, Nationwide will notify the contract owner that
the MPI Period is about to end, and will request allocation instructions with
regard to the amount allocated to that MPI Band. In the notice,
Nationwide will provide any necessary forms and instructions on how to convey
the allocation request to Nationwide. If Nationwide does not receive
allocation instructions from the contract owner by the end of the last Business
Day of the MPI Period, Nationwide will assume that the contract owner wishes to
begin a new MPI Period and will apply the maturing MPI Band Value to the MPI on
the next Business Day. This transaction will create a new MPI Band
with a new MPI Return Cap and a new MPI Period.
If the variable annuity contract does impose restrictions or requirements with regard to MPI
allocations (e.g., the contract owner must keep allocations to the MPI so
invested for 5 years), then approximately 30 days before the end of the MPI
Period, Nationwide will notify the contract owner that the MPI Period is about
to end. In the notice, Nationwide will remind the contract owner that
the terms of the variable annuity contract require that the MPI allocation
remain so invested for a specific amount of time. The notice will
indicate that the contract owner need not take any action, and that on the
Business Day following the last day of the MPI Period, Nationwide will apply the
maturing MPI Band Value to the MPI, creating a new MPI Band with a new MPI
Return Cap and a new MPI Period. Finally, the notice will remind the
contract owner that surrendering value from the MPI could have negative
consequences to their contract. Contract owners should read their
variable annuity prospectus carefully to determine what restrictions, if any,
are made on MPI allocations.
RISKS
ASSOCIATED WITH THE MPI
Investing
in the MPI carries certain risks. Any investor who allocates contract
value to the MPI will assume the following risks:
*
|
No MPI Performance
Credit. The crediting of an MPI Performance Credit is
determined based on the performance of the Index. If the value
of the Index on the last day of the MPI Period is less than it was on the
first day of the MPI Period, no MPI Performance Credit will be applied to
the contract. Therefore, it is possible that there could be no
return earned on allocations to the
MPI.
|
*
|
Change in
Index. Nationwide may, at any time and at its sole
discretion, change the Index for new MPI Bands established after that
date. It is possible that the new Index will not perform as
well as a prior Index.
|
*
|
Reduced MPI Performance Credit
upon surrender or transfer. Surrenders and transfers
from the MPI will reduce the MPI Band Value, which will reduce the amount
of any MPI Performance Credit that may be
payable.
|
*
|
Reduced
variable annuity contract benefits upon surrender. Surrenders or transfers from the MPI may have a
negative impact on certain benefits available in the variable annuity
contract.
|
6
*
|
Reduction in MPI Band Value due
to contract charges could exceed the value of any MPI Performance
Credit. Contract charges reduce the MPI Band
Value. The total amount deducted for these charges, over the
course of the MPI Period, could exceed any MPI Performance Credit applied
at the end of the MPI Period.
|
*
|
Nationwide’s
claims paying
ability. The guarantees
associated with the MPI are supported by Nationwide’s general account,
which is not insulated from the claims of its
creditors. Therefore, any MPI Performance Credits will be
subject to Nationwide’s claims-paying
ability.
|
The MPI
is available only as an investment option under certain variable annuity
contracts issued by Nationwide. The appropriate variable annuity contract
prospectus and the Statement of Additional Information should be consulted for
information regarding the distribution of the variable annuity contracts.
INCORPORATION
OF CERTAIN INFORMATION BY REFERENCE
The
latest Annual Report on Form 10-K for Nationwide has been filed with the
Securities and Exchange Commission. It contains additional
information about Nationwide, including audited consolidated financial
statements for the last fiscal year. Nationwide filed the most recent
Form 10-K on March 2, 2009, as amended July 17, 2009, and the most recent Form
10-Q on July 31, 2009 (Securities Act of 1933 Act File No.
002-64559). These reports are incorporated by reference and provide
information relevant to Nationwide’s financial condition. In addition
to financial information, these reports also contain information such as company
rankings, summaries of Nationwide businesses, corporate structure, reinsurance
agreements, and legal liabilities.
If
requested, Nationwide will furnish, without charge, a copy of any and all of the
documents incorporated by reference, other than exhibits to those documents
(unless such exhibits are specifically incorporated by reference in those
documents). To request these documents, contact us in writing, over
the telephone, or via the internet as indicated below:
In
writing: Nationwide
Life Insurance Company
5100 Rings Road, RR1-04-F4
Dublin, Ohio 43017-1522
By
telephone: 1-800-848-6331
By the
internet: http://www.nationwide.com
Legal
matters in connection with federal laws and regulations affecting the issue and
sale of the Market Preservation Investment described in this prospectus and the
organization of Nationwide, its authority to issue the Market Preservation
Investment under Ohio law, and the validity of the Market Preservation
Investment under Ohio law have been passed on by Nationwide's Office of General
Counsel.
Nationwide
is a stock life insurance company organized under Ohio law in March 1929, with
its home office at One Nationwide Plaza, Columbus, Ohio
43215. Nationwide is a provider of life insurance, annuities and
retirement products. It is admitted to do business in all states, the
District of Columbia and Puerto Rico.
Nationwide
is a member of the Nationwide group of companies. Nationwide Mutual
Insurance Company and Nationwide Mutual Fire Insurance Company (the "Companies")
are the ultimate controlling persons of the Nationwide group of
companies. The Companies were organized under Ohio law in December
1925 and 1933 respectively. The Companies engage in a general
insurance and reinsurance business, except life insurance.
The
consolidated financial statements and schedules of Nationwide Life Insurance
Company and subsidiaries as of December 31, 2008 and 2007, and for each of the
years in the three-year period ended December 31, 2008 have been incorporated by
reference herein in reliance upon the report of KPMG LLP, independent registered
public accounting firm, incorporated by reference herein, and upon the authority
of said firm as experts in accounting and auditing. The audit
report
7
of KPMG
LLP covering the December 31, 2008 consolidated financial statements and
schedules of Nationwide Life Insurance Company and subsidiaries contains an
explanatory paragraph that states that Nationwide Life Insurance Company
and subsidiaries adopted the American Institute of Certified Public
Accountants' Statement of Position 05-1, Accounting by Insurance Enterprises
for Deferred Acquisition Costs in Connection with Modifications or Exchanges of
Insurance Variable Annuity Contracts, in 2007. KPMG LLP is
located at 191 West Nationwide Blvd., Columbus, Ohio 43215.
Insofar
as indemnification for liabilities arising under the Securities Act of 1933 (the
"Act") may be permitted to directors, officers and controlling persons of
Nationwide pursuant to the foregoing provisions, or otherwise, Nationwide has
been advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, Nationwide will, unless in the
opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
8
APPENDIX:
EXAMPLE CALCULATIONS
Following
are example calculations of the MPI Performance Credit under different
circumstances. As indicated previously, the calculation for the MPI
Performance Calculation is as follows:
MPI
Performance Credit = (Index Factor) x (MPI Band Value)
The
“Index Factor” equals the lesser of A or B, where:
A
|
=
|
Index
closing priceMPI Period
day 365 – Index closing price MPI Period
day 1
|
Index closing priceMPI Period
day 1
|
||
B
|
=
|
MPI
Return Cap
|
|
Example 1: In this
scenario, the Index realizes a net gain (the Index
closing price on the last Business Day of the MPI Period is greater than
the Index closing price on the first Business Day of the MPI Period) and
that net gain is less than the MPI Return
Cap.
|
Assumptions:
|
||
Index
closing priceMPI Period
day 1
|
=
|
1000
|
Index
closing price MPI Period
day 365
|
=
|
1025
|
MPI
Band Value
|
=
|
$10,000
|
MPI
Return Cap
|
=
|
5%
or 0.05
|
Index
Factor Determination:
|
||
Index
Factor
|
=
|
Lesser
of (1025-1000)/1000 or 0.05
|
=
|
Lesser
of 0.025 or 0.05
|
|
=
|
0.025
|
|
MPI
Performance Credit Calculation:
|
||
MPI
Performance Credit
|
=
|
0.025
x $10,000
|
=
|
$250
|
|
Example 2: In this
scenario, the Index realizes a net gain and that net
gain is greater
than the MPI Return Cap.
|
Assumptions:
|
||
Index
closing priceMPI Period
day 1
|
=
|
1000
|
Index
closing price MPI Period
day 365
|
=
|
1075
|
MPI
Band Value
|
=
|
$10,000
|
MPI
Return Cap
|
=
|
5%
or 0.05
|
Index
Factor Determination:
|
||
Index
Factor
|
=
|
Lesser
of (1075-1000)/1000 or 0.05
|
=
|
Lesser
of 0.075 or 0.05
|
|
=
|
0.05
|
|
MPI
Performance Credit Calculation:
|
||
MPI
Performance Credit
|
=
|
0.05
x $10,000
|
=
|
$500
|
|
Example 3: In this
scenario, the Index realizes a net loss (the Index
closing price on the last Business Day of the MPI Period is less than the
Index closing price on the first Business Day of the MPI
Period).
|
Assumptions:
|
||
Index
closing priceMPI Period
day 1
|
=
|
1000
|
Index
closing price MPI Period
day 365
|
=
|
990
|
MPI
Band Value
|
=
|
$10,000
|
MPI
Return Cap
|
=
|
5%
or 0.05
|
In this situation, there is no
determination of the Index factor and no MPI Performance
Calculation. No MPI Performance Credit will be applied to the
contract.
9
|
Example 4: In this
scenario, the Index experiences gains and losses throughout the MPI
Period, but closes on the last Business Day of the MPI Period at a price
equal to the
closing price on the first Business Day of the MPI
Period.
|
Assumptions:
|
||
Index
closing priceMPI Period
day 1
|
=
|
1000
|
Index
closing price MPI Period
day 365
|
=
|
1000
|
MPI
Band Value
|
=
|
$10,000
|
MPI
Return Cap
|
=
|
5%
or 0.05
|
In this
situation, there is no determination of the Index factor and no MPI Performance
Calculation. No MPI Performance Credit will be applied to the
contract.
10
PART
II
INFORMATION
NOT REQUIRED IN A PROSPECTUS
Item
13. Other Expenses of Issuance and
Distribution
Registrant
anticipates that it will incur the following approximate expenses in connection
with the issuance and distribution of the securities to be
registered:
Registration
fees
|
$20,088
|
Estimated
Cost of printing and engraving
|
$32,000
|
Estimated
Legal fees
|
$32,000
|
Estimated
Accounting fees
|
$9,600
|
Estimated
Mailing fees
|
$25,000
|
Item
14. Indemnification of Directors and
Officers
Ohio's
General Corporation Law expressly authorizes and Nationwide’s Amended and
Restated Code of Regulations provides for indemnification by Nationwide of any
person who, because such person is or was a director, officer or employee of
Nationwide was or is a party; or is threatened to be made a party
to:
·
|
any
threatened, pending or completed civil action, suit or
proceeding;
|
·
|
any
threatened, pending or completed criminal action, suit or
proceeding;
|
·
|
any
threatened, pending or completed administrative action or
proceeding;
|
·
|
any
threatened, pending or completed investigative action or
proceeding.
|
The
indemnification will be for actual and reasonable expenses, including attorney's
fees, judgments, fines and amounts paid in settlement by such person in
connection with such action, suit or proceeding, to the extent and under the
circumstances permitted by the Ohio's General Corporation Law.
Nationwide
has been informed that in the opinion of the Securities and Exchange Commission
the indemnification of directors, officers or persons controlling Nationwide for
liabilities arising under the Securities Act of 1933 ("Act") is against public
policy as expressed in the Act and is, therefore, unenforceable. In
the event that a claim for indemnification against such liabilities is asserted
by a director, officer or controlling person in connection with the securities
being registered, the registrant will submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act. Nationwide and the directors, officers and/or
controlling persons will be governed by the final adjudication of such
issue. Nationwide will not be required to seek the court’s
determination if, in the opinion of Nationwide’s counsel, the matter has been
settled by controlling precedent.
Item 15. Recent Sales of Unregistered
Securities – not applicable.
Item
16. Exhibits and Financial
Schedules
(a) Exhibit Description
1
|
Form
of Underwriting Agreement - Filed previously on October 2, 2008, with
Pre-Effective Amendment 3 to Form S-1 for Nationwide Life Insurance
Company (1933 Act File No. 333-149613) and hereby incorporated by
reference.
|
2
|
Not
applicable
|
3(i)
|
Amended
Articles of Incorporation Nationwide Life Insurance Company - Filed
previously on October 2, 2008, with Pre-Effective Amendment 3 to Form S-1
for Nationwide Life Insurance Company (1933 Act File No. 333-149613) and
hereby incorporated by reference.
|
3(ii)
|
Nationwide
Life Insurance Company Amended and Restated Code of Regulations - Filed
previously on October 2, 2008, with Pre-Effective Amendment 3 to Form S-1
for Nationwide Life Insurance Company (1933 Act File No. 333-149613) and
hereby incorporated by reference.
|
II -
1
4
|
Not
applicable
|
5
|
Opinion
Regarding Legality – Filed previously on July 2, 2009, with Registration
Statement on Form S-1 for Nationwide Life Insurance Company (1933 Act File
No. 333-160418) and hereby incorporated by reference.
|
6
|
Not
applicable
|
7
|
Not
applicable
|
8
|
None
|
9
|
Not
applicable
|
10
|
Not
applicable.
|
11
|
Not
applicable
|
12
|
Not
applicable
|
13
|
Not
applicable
|
14
|
Not
applicable
|
15
|
Not
applicable
|
16
|
Not
applicable
|
17
|
Not
applicable
|
18
|
Not
applicable
|
19
|
Not
applicable
|
20
|
Not
applicable
|
21
|
Subsidiaries
of the Registrant - Filed previously on October 2, 2008, with
Pre-Effective Amendment 3 to Form S-1 for Nationwide Life Insurance
Company (1933 Act File No. 333-149613) and hereby incorporated by
reference.
|
22
|
Not
applicable
|
23(i)
|
Consent
of Independent Registered Public Accounting Firm – Attached
hereto.
|
23(ii)
|
Consent
of Counsel - Filed previously on July 2, 2009, with Registration Statement
on Form S-1 for Nationwide Life Insurance Company (1933 Act File No.
333-160418) and hereby incorporated by reference.
|
24
|
Power
of Attorney - Attached hereto.
|
25
|
Not
applicable
|
26
|
Not
applicable
|
27
|
Not
applicable
|
(b)
|
Financial
Statement Schedules
|
Incorporated
by reference via Form 10-K on March 2, 2009, as amended July 17, 2009 and the
most recent 10Q on July 31, 2009 (Securities Act of 1933 Act File No.
002-64559).
II -
2
Item
17.
|
Undertakings
|
The
undersigned registrant hereby undertakes:
|
(a)
|
(1)
|
To
file, during any period in which offers or sales are being made, a
post-effective amendment to this registration
statement:
|
|
(i)
|
To
include any prospectus required by section 10(a)(3) of the Securities Act
of 1933;
|
|
(ii)
|
To
reflect in the prospectus any facts or events arising after the effective
date of the registration statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in the registration
statement. Notwithstanding the foregoing, any increase or decrease in
volume of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any deviation from
the low or high end of the estimated maximum offering range may be
reflected in the form of prospectus filed with the Commission pursuant to
Rule 424(b) if, in the aggregate, the changes in volume and price
represent no more than a 20% change in the maximum aggregate offering
price set forth in the "Calculation of Registration Fee" table in the
effective registration statement;
|
|
(iii)
|
To
include any material information with respect to the plan of distribution
not previously disclosed in the registration statement or any material
change to such information in the registration
statement.
|
Provided,
however, that the undertakings set forth in paragraphs (i), (ii) and (iii) above
do not apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in reports filed with or furnished to
the Commission by the Registrant pursuant to section 13 or section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in this
registration statement, or is contained in a form of prospectus filed pursuant
to Rule 424(b) that is part of this registration statement.
|
(2)
|
That,
for the purpose of determining any liability under the Securities Act of
1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
|
|
(3)
|
To
remove from registration by means of a post-effective amendment any of the
securities being registered which remain unsold at the termination of the
offering.
|
|
(4)
|
That,
for the purpose of determining liability under the Securities Act of 1933
to any purchaser, each prospectus filed pursuant to Rule 424(b) as part of
a registration statement relating to an offering, other than registration
statements relying on Rule 430B or other than prospectuses filed in
reliance on Rule 430A, shall be deemed to be part of and included in the
registration statement as of the date it is first used after
effectiveness. Provided, however, that no statement made in a registration
statement or prospectus that is part of the registration statement or made
in a document incorporated or deemed incorporated by reference into the
registration statement or prospectus that is part of the registration
statement will, as to a purchaser with a time of Variable annuity contract
of sale prior to such first use, supersede or modify any statement that
was made in the registration statement or prospectus that was part of the
registration statement or made in any such document immediately prior to
such date of first use.
|
|
(5)
|
That,
for the purpose of determining liability of the Registrant under the
Securities Act of 1933 to any purchaser in the initial distribution of the
securities:
|
The
undersigned Registrant undertakes that in a primary offering of securities of
the undersigned Registrant pursuant to this registration statement, regardless
of the underwriting method used to sell the securities to the purchaser, if the
securities are offered or sold to such purchaser by means of any of the
following communications, the undersigned Registrant will be a seller to the
purchaser and will be considered to offer or sell such securities to such
purchaser:
|
(i)
|
Any
preliminary prospectus or prospectus of the undersigned Registrant
relating to the offering required to be filed pursuant to Rule
424;
|
|
(ii)
|
Any
free writing prospectus relating to the offering prepared by or on behalf
of the undersigned Registrant or used or referred to by the undersigned
Registrant;
|
II -
3
|
(iii)
|
The
portion of any other free writing prospectus relating to the offering
containing material information about the undersigned Registrant or its
securities provided by or on behalf of the undersigned Registrant;
and
|
|
(iv)
|
Any
other communication that is an offer in the offering made by the
undersigned Registrant to the
purchaser.
|
|
(b)
|
The
undersigned Registrant hereby undertakes that, for purposes of determining
any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to section 13(a) or section 15(d) of
the Securities Exchange Act of 1934 that is incorporated by reference in
the registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial bona fide
offering thereof.
|
|
(c)
|
Insofar
as indemnification for liabilities arising under the Securities Act of
1933 ("Act") may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or
otherwise, the Registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other
than the payment by the Registrant of expenses incurred or paid by a
director, officers or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities
being registered, the Registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such
issue.
|
II -
4
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, the Registrant has duly
caused this Pre-Effective Amendment No. 2 to the
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Columbus, State of Ohio, on the 4 t h of November ,
2009.
NATIONWIDE
LIFE INSURANCE COMPANY
|
By: /s/
JAMIE RUFF CASTO
|
Jamie Ruff
Casto
Pursuant
to the requirements of the Securities Act of 1933, this Pre-Effective Amendment
No. 2 to the Registration Statement has been signed
by the following persons in the capacities and on this 4th of November ,
2009.
MARK
R. THRESHER
|
|
Mark
R. Thresher, President, Chief Operating Officer and
Director
|
|
LAWRENCE
A. HILSHEIMER
|
|
Lawrence
A. Hilsheimer, Executive Vice President-Finance and
Director
|
|
TIMOTHY
G. FROMMEYER
|
|
Timothy
G. Frommeyer, Senior Vice President-Chief Financial Officer and
Director
|
|
PETER
A. GOLATO
|
|
Peter
A. Golato, Senior Vice President-Individual Protection Business Head and
Director
|
|
STEPHEN
S. RASMUSSEN
|
|
Stephen
S. Rasmussen, Director
|
|
By
/s/ JAMIE RUFF CASTO
|
|
Jamie
Ruff Casto
|
|
Attorney-in-Fact
|
|