OHIO	63	31-4156830
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification Number)

 

 

 

Approximate date of commencement of proposed sale to the public:  As soon as practicable after this registration statement becomes effective.

 

 

 

 

 

 

 

 

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 Individual Supplemental Immediate Fixed Income Annuity	*	*	$1,000,000	$39.30

 

 

 

 

 

 

 

 

 

 

 

 

·	Is NOT a bank deposit

·	Is NOT FDIC insured

·	Is NOT insured or endorsed by a bank or any government agency

·	Is NOT available in every state

SUMMARY OF THE CONTRACTS	1
RISK FACTORS	16
YOUR RELATIONSHIP WITH CGM AND NATIONWIDE	18
THE ACCUMULATION PHASE	19
THE WITHDRAWAL PHASE	20
TRIGGERING THE INCOME PHASE	25
THE INCOME PHASE	26
TERMS AND CONDITIONS OF THE CONTRACT	27
SPOUSAL CONTINUATION OPTION	27
THE CONTRACT FEE	28
MANAGING WITHDRAWALS FROM YOUR ACCOUNT	30
DEATH PROVISIONS	30
MARRIAGE TERMINATION PROVISIONS	32
SUSPENSION AND TERMINATION PROVISIONS	32
FEDERAL INCOME TAX CONSIDERATIONS	35
PREMIUM TAXES	39
MISCELLANEOUS PROVISIONS	39
DISTRIBUTION (MARKETING) OF THE CONTRACT	40
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE	40
LEGAL OPINION	40
ABOUT NATIONWIDE	40
EXPERTS	41
DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION	41
DEFINITIONS	41

 

 

 

 

 

 

Ø	“We,” “us,” “our,” “Nationwide” or the “Company” means Nationwide Life Insurance Company.

 

Ø	“You” or “yours,” “owner” or “Contract owner” means the owner of the Contract.  If more than one owner is named, each owner may also be referred to as a “joint owner.”  Joint owners are permitted only when they are spouses as recognized by applicable Federal law.

 

Ø

“Your Account” means the Select Unified Managed Account (“UMA”) account you own, the assets of which are maintained at CGM.  As described further below, “Select UMA” is an investment advisory program offered by CGM.  CGM offers Your Account through registered representatives and investment advisor representatives (“Financial Advisors”) of CGM.  You must purchase a Contract with the assistance of these Financial Advisors.   Financial Advisors assist clients in analyzing whether the investment options are appropriate for the client.  If your Financial Advisor recommends a CGM account to you, upon your request, CGM will open Your Account.

 

 

 

 

 

 

·	The Spousal Continuation Option allows, upon your death, your surviving spouse to continue the Contract and receive all the rights and benefits associated with the Contract (see “Spousal Continuation Option” later in this prospectus).

 

·

The COLA provides a potential 3% increase to your Cost of Living Adjustment Guaranteed Lifetime Withdrawal Base, (“COLA Guaranteed Lifetime Withdrawal Base”) during the Withdrawal Phase and the Income Phase (see “Can the Guaranteed Lifetime Withdrawal Base change during the Withdrawal Phase?” later in this prospectus).

 

 

 

·	The automatic 5% increase provides a guaranteed increase to your Guaranteed Lifetime Withdrawal Base during the Accumulation Phase (see “Can the Guaranteed Lifetime Withdrawal Base change during the Accumulation Phase?” later in this prospectus).

 

 

 

 

 

 

 

 

a)	Your Account value; or

 

b)	your current Guaranteed Lifetime Withdrawal Base plus 5% of the previous year’s Guaranteed Lifetime Withdrawal Base, adjusted for transactions in the previous contract year that affected the Guaranteed Lifetime Withdrawal Base at the time of your Contract Anniversary.

 

 

 

·

Withdrawals without COLA: If you (and your spouse, if you elected the Spousal Continuation Option) elect to begin taking Guaranteed Lifetime Withdrawals after you reach age 55, you may withdraw up to 4% of your Guaranteed Lifetime Withdrawal Base, the “Guaranteed Lifetime Withdrawal Percentage,” of your Guaranteed Lifetime Withdrawal Base from Your Account without reducing your Guaranteed

 

 

 

 

·

Withdrawals with COLA: The COLA provides a potential 3% increase to the COLA Guaranteed Lifetime Withdrawal Base at each Contract Anniversary for each year that you are in the Withdrawal Phase.  The COLA Guaranteed Lifetime Withdrawal Base is not compounded, and offers you the ability to increase your overall Guaranteed Lifetime Withdrawal Base if Your Account Value or your Guaranteed Lifetime Withdrawal Base is less than your COLA Guaranteed Lifetime Withdrawal Base.  The COLA benefit must be elected before you elect to enter the Withdrawal Phase and once you enter the Withdrawal Phase, the COLA benefit may not be removed.  Also, with COLA, your Guaranteed Lifetime Withdrawal Percentage will be smaller than without the COLA.  If you (and your spouse, if you elected the Spousal Continuation Option) elect the COLA and begin taking withdrawals when you reach the age of 55, you may withdraw up to 3% of your Guaranteed Lifetime Withdrawal Base from Your Account without reducing your Guaranteed Lifetime Withdrawal Base and any potential Guaranteed Lifetime Income Payments.  When you (and your spouse, if you elected the Spousal Continuation Option) reach age 65, your Guaranteed Lifetime Withdrawal Percentage increases to 4% and you may withdraw up to 4% of your Guaranteed Lifetime Withdrawal Base from Your Account without reducing your Guaranteed Lifetime Withdrawal Base and any potential Guaranteed Lifetime Income Payments.  Please see “Can the  Guaranteed Lifetime Withdrawal Base change during the Withdrawal Phase?” later in this prospectus.

 

 

·

Your Account Value, after reaching the day you are eligible and affirmatively elect to begin taking annual withdrawals of the Guaranteed Lifetime Withdrawal Amount (the “Withdrawal Start Date”), falls below the greater of $10,000 or the Guaranteed Lifetime Withdrawal Amount (the “Minimum Account Value”); or

 

·	Your Account Value is invested in the Minimum Account Value Eligible Portfolio, as discussed in the “Suspension and Termination Provisions” section later in this prospectus, and you reach your Withdrawal Start Date; or

 

·	You, after reaching the Withdrawal Start Date, affirmatively elect to begin the Income Phase by submitting the appropriate administrative forms.

 

 

 

 

 

 

 

 

 

	Current Contract Fee Percentage	Maximum Contract Fee Percentage / Spousal Continuation Option Fee Percentage
Annual Contract Fee Percentage	1.00%	1.45%
Spousal Continuation Option Fee Percentage	0.20%	0.30%
Total Annual Contract Fee Percentage with the Spousal Continuation Option	1.20%	1.75%

 

 

 

 

 

Contract Fee Percentage	During the Accumulation Phase:	During the Withdrawal Phase:	During the Income Phase:
Maximum Annual Contract Fee Percentage without the Spousal Continuation Option (as a percentage of your Guaranteed Lifetime Withdrawal Base)	1.45%	1.45%	0.00%
Current Annual Contract Fee Percentage	1.00%	1.00%	0.00%
Maximum Annual Contract Fee with the Spousal Continuation Option Fee (as a percentage of your Guaranteed Lifetime Withdrawal Base)	1.75%	1.75%	0.00%

 

 

 

Current Annual Contract Fee Percentage With the Spousal Continuation Option Fee

1.20%

1.20%

0.00%

 

 

 

 

 

	Minimum Age	Maximum Age of Annuitant
Annuitant without the Spousal Continuation Option	45	Prior to the annuitant’s 76th birthday

 

 

	Minimum Age of the Younger Annuitant	Maximum Age of the Younger Annuitant	Maximum Age of the Older Annuitant
Annuitant with the Spousal Continuation Option	45	Prior to the Younger Annuitant’s 81st Birthday	Prior to the Older Annuitant’s 85th Birthday

 

 

 

 

 

 

 

 

 

 

 

 

Who is Citigroup Global Markets, Inc.?

 

Citigroup Global Market Inc. (“CGMI”) is a financial services firm.  CGMI’s principal activities include retail and institutional private client services, including but not limited to providing advice with respect to financial markets, securities and commodities, and executing securities and commodities transactions as broker or dealer; securities underwriting and investment banking; investment management (including fiduciary and administrative services); and trading and holding securities and commodities for its own account.

 

CGMI is registered as a securities broker-dealer, investment advisor and futures commission merchant. Affiliates of CGM are registered as commodity pool operators and/or commodity trading advisers.

 

CGMI is an indirect wholly-owned subsidiary of Citigroup Inc.  Smith Barney is a division of CGMI.  For purposes of this prospectus, “CGM” refers to CGMI and its Smith Barney and Investment Advisory Services divisions, Citi Private Bank and other Citigroup Inc. affiliates.  Citi Private Bank is a business of Citigroup Inc. that provides clients access to products and services worldwide through bank and non-bank affiliates.

 

Nationwide is not affiliated with CGM and does not manage Your Account.

 

What are the Eligible Portfolios and how are they managed?

 

 

 

 

 

 

 

 

 

 

 

As Overlay Manager in the Select UMA program, CGM provides the following portfolio implementation services (as applicable) with respect to Your Account, as provided in your Client Agreement (“Client Agreement”) with CGM:

 

·	implementing investment models furnished to CGM by sub-managers concerning the securities to be purchased, held, or sold for Your Account, in light of any reasonable instructions you may give to CGM and CGM accepts in accordance with rules and procedures agreed to by CGM and the sub-managers;

 

·	arranging for the execution of trades in Your Account;

 

·	placing orders for the purchase, sale, or redemption of shares of mutual funds and exchange-traded funds in accordance with the investment model utilized for Your Account; and

 

·	rebalancing Your Account among two or more investment styles (applicable for accounts with multiple investment styles represented).

 

With regard to Your Account, you sign the Client Agreement with CGM at or before the time CGM opens Your Account (a requirement for issuance of the Contract).  In the Client Agreement, you authorize CGM and the Overlay Manager to provide the specified services to you regarding Your Account.

 

The Select UMA program is governed by the Client Agreement that you sign.  Please read the Client Agreement carefully.  More information regarding the Select UMA program is provided in the relevant CGMI Form ADV, Schedule H (the “CGMI ADV”), which you may obtain from your CGM Financial Advisor.

 

 

 

 

 

 

Eligible Portfolio	Target Allocations
Select UMA Model 1 w/o Municipal Bonds	U.S. Large Cap Value	U.S. Large  Cap Growth	U.S. Mid  Cap Value	U.S. Mid  Cap Growth	US. Small Cap Value	U.S. Small Cap Growth
	0%	0%	0%	0%	0%	0%
Composition	Developed International	Emerging Markets	U.S Core Fixed Income	U.S. High Yield  Fixed Income	International Fixed Income	Cash/U.S. Short Term Bond
100% Fixed	0%	0%	40– 60%	0 – 20%	5 – 25%	20 – 40%
Investment Strategy:  Fixed Income- Seeks conservative risk investments with minimal market volatility. Benchmark:  70% LB Aggregate Bond / 30% 90-Day T-Bills
Eligible Portfolio	Target Allocations
Select UMA Model 2 w/o Municipal Bonds	U.S. Large Cap Value	U.S. Large  Cap  Growth	U.S. Mid  Cap Value	U.S. Mid Cap Growth	US. Small  Cap Value	U.S. Small  Cap Growth
	0 – 20%	0 – 20%	0-10%	0-10%	0-10%	0-10%
Composition	Developed International	Emerging Markets	U.S Core Fixed Income	U.S. High Yield  Fixed Income	International Fixed Income	Cash/U.S. Short Term Bond
25% Equity 75% Fixed	0 – 20%	0-10%	30 – 50%	0 – 20%	0 – 20%	5 – 25%
Investment Strategy:  Global Balanced- Seeks long term growth through achieving a balance between income and capital growth globally. Benchmark:  18% Russell 1000 / 7% MSCI EAFE/ 60% LB Aggregate Bond/15% 90-Day T-Bills
Eligible Portfolio	Target Allocations
Select UMA Model 3 w/o Municipal Bonds	U.S. Large  Cap Value	U.S. Large  Cap Growth	U.S. Mid  Cap Value	U.S. Mid  Cap Growth	US. Small Cap Value	U.S. Small  Cap Growth
	0 – 20%	0 – 20%	0 – 15%	0 – 15%	0-10%	0-10%
Composition	Developed International	Emerging Markets	U.S Core Fixed Income	U.S. High Yield  Fixed Income	International Fixed Income	Cash/U.S. Short Term Bond

 

 

 

40% Equity 60% Fixed	0 – 20%	0-10%	25 – 45%	0 – 15%	0 – 20%	0 – 20%
Investment Strategy:  Global Balanced- Seeks long term growth through achieving a balance between income and capital growth globally. Benchmark:  28% Russell 3000 / 12% MSCI EAFE/ 50% LB Aggregate Bond/10% 90-Day T-Bills
Eligible Portfolio	Target Allocations
Select UMA Model 4 w/o Municipal Bonds	U.S. Large  Cap Value	U.S. Large  Cap Growth	U.S. Mid  Cap Value	U.S. Mid  Cap Growth	US. Small Cap Value	U.S. Small  Cap Growth
	0 – 20%	0 – 20%	0 -15%	0 – 15%	0 -15%	0 – 15%
Composition	Developed International	Emerging Markets	U.S Core Fixed Income	U.S. High Yield  Fixed Income	International Fixed Income	Cash/U.S. Short Term Bond
50% Equity 50% Fixed	0 –20%	0 -15%	25 – 45%	0 -15%	0 – 20%	0 – 15%
Investment Strategy:  Global Balanced- Seeks long term growth through achieving a balance between income and capital growth globally. Benchmark:  35% Russell 3000 / 15% MSCI AC World x US/ 50% LB Aggregate Bond
Eligible Portfolio	Target Allocations
Select UMA Model 5 w/o Municipal Bonds	U.S. Large Value	U.S. Large Growth	U.S. Mid Value	U.S. Mid Growth	US. Small Value	U.S. Small Growth
	5 – 25%	5 – 25%	0 – 15%	0 – 15%	0 – 15%	0 -15%
Composition	Developed International	Emerging Markets	U.S Core Fixed Income	U.S. High Yield  Fixed Income	International Fixed Income	Cash/U.S. Short Term Bond
60% Equity 40% Fixed	0 – 20%	0 – 20%	15 – 35%	0 – 15%	0 – 20%	0 - 15%
Investment Strategy:  Global Balanced- Seeks long term growth through achieving a balance between income and capital growth globally. Benchmark:  42% Russell 3000 / 18% MSCI AC World x US/ 40% LB Aggregate Bond
Eligible Portfolio	Target Allocations
Select UMA Model 6 w/o Municipal Bonds	U.S. Large  Cap Value	U.S. Large Cap  Growth	U.S. Mid  Cap Value	U.S. Mid  Cap Growth	US. Small Cap Value	U.S. Small  Cap Growth
	10 – 30%	10 – 30%	0 – 15%	0 – 15%	0 – 15%	0 – 15%
Composition	Developed International	Emerging Markets	U.S Core Fixed Income	U.S. High Yield  Fixed Income	International Fixed Income	Cash/U.S. Short Term Bond
75% Equity 25% Fixed	5 – 25%	0 – 20%	10 – 30%	0-10%	0 – 15%	0 – 15%

 

 

 

Investment Strategy:  Global Balanced- Seeks long term growth through achieving a balance between income and capital growth globally. Benchmark:  53% Russell 3000 / 22% MSCI AC World x US/ 25% LB Aggregate Bond
Eligible Portfolio	Target Allocations
Select UMA Model 1 w/ Municipal Bonds	U.S. Large  Cap Value	U.S. Large  Cap Growth	U.S. Mid  Cap Value	U.S. Mid  Cap Growth	US. Small  Cap Value	U.S. Small  Cap Growth
	0%	0%	0%	0%	0%	0%
Composition	Developed International	Emerging Markets	U.S  Municipal Bond Fixed Income	U.S. High Yield  Fixed Income	International Fixed Income	Cash/U.S. Short Term Bond
100% Fixed	0%	0%	40 – 60%	0 – 20%	5-25%	20 – 40%
Investment Strategy:  Fixed Income- Seeks conservative risk investments, with minimal Markey volatility. One of the primary reasons municipal bonds are considered separately from other types of bonds is their special ability to provide tax-exempt income. Interest paid by the issuer (i.e., the municipality, state or local government) to bond holders is often exempt from all federal taxes, as well as state or local taxes depending on the state in which the issuer is located, subject to certain restrictions.  Therefore, for taxable accounts, it can be a tax advantage to invest in municipal bonds in lieu of core fixed income investments. Benchmark:  70% LB Municipal Bond / 30% 90-Day T-Bills
Eligible Portfolio	Target Allocations
Select UMA Model 2 w/ Municipal Bonds	U.S. Large  Cap Value	U.S. Large  Cap Growth	U.S. Mid  Cap Value	U.S. Mid  Cap Growth	US. Small Cap Value	U.S. Small Cap Growth
	0 – 20%	0 – 20%	0-10%	0-10%	0-10%	0-10%
Composition	Developed International	Emerging Markets	U.S Municipal Bond Fixed Income	U.S. High Yield  Fixed Income	International Fixed Income	Cash/U.S. Short Term Bond
25% Equity 75% Fixed	0 – 20%	0-10%	30 – 50%	0 – 20%	0 – 20%	5 – 25%
Investment Strategy:  Global Balanced- Seeks long term growth through achieving a balance between income and capital growth globally.  One of the primary reasons municipal bonds are considered separately from other types of bonds is their special ability to provide tax-exempt income. Interest paid by the issuer (i.e., the municipality, state or local government) to bond holders is often exempt from all federal taxes, as well as state or local taxes depending on the state in which the issuer is located, subject to certain restrictions.  Therefore, for taxable accounts, it can be a tax advantage to invest in municipal bonds in lieu of core fixed income investments. Benchmark:  18% Russell 1000 / 7% MSCI EAFE/ 60% LB Muni Bond/15% 90-Day T-Bills
Eligible Portfolio	Target Allocations
Select UMA Model 3 w/ Municipal Bonds	U.S. Large  Cap Value	U.S. Large  Cap Growth	U.S. Mid  Cap Value	U.S. Mid Cap Growth	US. Small  Cap Value	U.S. Small  Cap Growth
	1 – 20%	1 – 20%	0 – 15%	0 – 15%	0-10%	0-10%
Composition	Developed International	Emerging Markets	U.S Municipal Bond Fixed Income	U.S. High Yield  Fixed Income	International Fixed Income	Cash/U.S. Short Term Bond

 

 

 

40% Equity 60% Fixed	0 – 20%	0-10%	25 – 45%	0 – 15%	0 – 20%	0 – 20%
Investment Strategy:  Global Balanced- Seeks long term growth through achieving a balance between income and capital growth globally.  One of the primary reasons municipal bonds are considered separately from other types of bonds is their special ability to provide tax-exempt income. Interest paid by the issuer (i.e., the municipality, state or local government) to bond holders is often exempt from all federal taxes, as well as state or local taxes depending on the state in which the issuer is located, subject to certain restrictions.  Therefore, for taxable accounts, it can be a tax advantage to invest in municipal bonds in lieu of core fixed income investments. Benchmark:  28% Russell 3000 / 12% MSCI EAFE/ 50% LB Muni Bond/10% 90-Day T-Bills
Eligible Portfolio	Target Allocations
Select UMA Model 4 w/ Municipal Bonds	U.S. Large  Cap Value	U.S. Large  Cap Growth	U.S. Mid  Cap Value	U.S. Mid  Cap Growth	US. Small  Cap Value	U.S. Small   Cap Growth
	0 – 20%	0– 20%	0 -15%	0 – 15%	0 -15%	0 – 15%
Composition	Developed International	Emerging Markets	U.S Municipal Bond Fixed Income	U.S. High Yield  Fixed Income	International Fixed Income	Cash/U.S. Short Term Bond
50% Equity 50% Fixed	0 – 20%	0 -15%	25 – 45%	0 -15%	0 – 20%	0 – 15%
Investment Strategy:  Global Balanced- Global Balanced- Seeks long term growth through achieving a balance between income and capital growth globally.  One of the primary reasons municipal bonds are considered separately from other types of bonds is their special ability to provide tax-exempt income. Interest paid by the issuer (i.e., the municipality, state or local government) to bond holders is often exempt from all federal taxes, as well as state or local taxes depending on the state in which the issuer is located, subject to certain restrictions.  Therefore, for taxable accounts, it can be a tax advantage to invest in municipal bonds in lieu of core fixed income investments. Benchmark:  35% Russell 3000 / 15% MSCI AC World x US/ 50% LB Muni Bond
Eligible Portfolio	Target Allocations
Select UMA Model 5 w/ Municipal Bonds	U.S. Large  Cap Value	U.S. Large  Cap Growth	U.S. Mid  Cap Value	U.S. Mid  Cap Growth	US. Small Cap Value	U.S. Small Cap Growth
	5 – 25%	5 – 25%	0 – 15%	0 – 15%	0 – 15%	0 -15%
Composition	Developed International	Emerging Markets	U.S Municipal Bond Fixed Income	U.S. High Yield  Fixed Income	International Fixed Income	Cash/U.S. Short Term Bond
60% Equity 40% Fixed	0 – 20%	0 – 20%	15 – 35%	0 – 15%	0 – 20%	0 – 15

 

 

 

Investment Strategy: Global Balanced- Seeks long term growth through achieving a balance between income and capital growth globally.  One of the primary reasons municipal bonds are considered separately from other types of bonds is their special ability to provide tax-exempt income. Interest paid by the issuer (i.e., the municipality, state or local government) to bond holders is often exempt from all federal taxes, as well as state or local taxes depending on the state in which the issuer is located, subject to certain restrictions.  Therefore, for taxable accounts, it can be a tax advantage to invest in municipal bonds in lieu of core fixed income investments. Benchmark:  42% Russell 3000 / 18% MSCI AC World x US/ 40% LB Muni Bond
Eligible Portfolio	Target Allocations
Select UMA Model 6 w/ Municipal Bonds	U.S. Large Cap Value	U.S. Large  Cap Growth	U.S. Mid  Cap Value	U.S. Mid Cap Growth	US. Small Cap Value	U.S. Small Cap Growth
	10 – 30%	10 – 30%	0 – 15%	0 – 15%	0 – 15%	0 – 15%
Composition	Developed International	Emerging Markets	U.S Municipal Bond Fixed Income	U.S. High Yield  Fixed Income	International Fixed Income	Cash/ U.S. Short Term Bond
75% Equity 25% Fixed	5 – 25%	0 – 20%	10 – 30%	0-10%	0 – 15%	0 – 15%
Investment Strategy:  Global Balanced- Seeks long term growth through achieving a balance between income and capital growth globally.   One of the primary reasons municipal bonds are considered separately from other types of bonds is their special ability to provide tax-exempt income. Interest paid by the issuer (i.e., the municipality, state or local government) to bond holders is often exempt from all federal taxes, as well as state or local taxes depending on the state in which the issuer is located, subject to certain restrictions.  Therefore, for taxable accounts, it can be a tax advantage to invest in municipal bonds in lieu of core fixed income investments. Benchmark:  53% Russell 3000 / 22% MSCI AC World x US/ 25% LB Muni Bond

 

 

 

 

 

U.S. Large Cap Growth - An asset class that is generally comprised of U.S. companies with large market capitalizations (typically $10 billion or more).  These companies have the potential for long-term capital appreciation and are generally defined as companies with expected long-term earnings growth rates significantly higher than the earnings growth rates of the stocks represented in a major unmanaged stock index. In aggregate, the companies within this asset class will generally have above-average price-to-earnings ratios, price-to-book ratios, and three-year earnings growth figures compared to the average of the U.S. diversified large-cap asset class.

 

 

 

 

Benchmark Indices:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

·	advising us and CGM that you want to terminate the Contract; or

 

·	liquidating all of the investments in Your Account; or

 

·	terminating Your Account.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1.	The Annual Benefit Base Review. On each Contract Anniversary during the Accumulation Phase, we do an Annual Benefit Base Review to see if you are eligible for an increase to your Guaranteed Lifetime Withdrawal Base.  Your Guaranteed Lifetime Withdrawal Base will be set equal to the greatest of:

 

 

 

 

 

 

 

2.	Additional Deposits to Your Account.  The Contract permits you to make Additional Deposits to Your Account during the Accumulation Phase.  Additional Deposits will result in an immediate increase to your Guaranteed Lifetime Withdrawal Base equal to the dollar amount of the Additional Deposit.

 

 

3.

Early Withdrawals from Your Account.  An Early Withdrawal is any withdrawal you take from Your Account prior to your elected Withdrawal Start Date (discussed later in this provision).  Early Withdrawals will result in a decrease to your Guaranteed Lifetime Withdrawal Base.  The amount of that decrease will be the greater of (a) or (b), where:

 

(a)	=           the dollar amount of the Early Withdrawal; and

 

(b)

=

a “proportional amount” derived from the following calculation: (A ÷ B) × C, where:

 

 

 

 

 

 

 

Example Early Withdrawal Calculations
In this example, the Account Value is greater than the Guaranteed Lifetime Withdrawal Base.			In this example, the Account Value is less than the Guaranteed Lifetime Withdrawal Base:
At the time of the Early Withdrawal:			At the time of the Early Withdrawal:
Account Value =	$500,000		Account Value =	$400,000
Guaranteed Lifetime Withdrawal    Base =	$450,000		Guaranteed Lifetime Withdrawal    Base =	$450,000
Withdrawal Amount =	$15,000		Withdrawal Amount =	$15,000
Guaranteed Lifetime Withdrawal Base reduction calculations:			Guaranteed Lifetime Withdrawal Base reduction calculations:
Dollar amount =	$15,000		Dollar amount =	$15,000
Proportional amount ($15,000 ÷ $500,000) x $450,000 =	$13,500		Proportional amount ($15,000 ÷ $400,000) x $450,000 =	$16,875
After the Early Withdrawal:			After the Early Withdrawal:
Account Value ($500,000 - $15,000) =	$485,000		Account Value ($400,000 - $15,000) =	$385,000
Guaranteed Lifetime Withdrawal    Base ($450,000 - $15,000) =	$435,000		Guaranteed Lifetime Withdrawal    Base ($450,000 - $16,875) =	$433,125

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Your Age (or in the case of a co-annuitant, the younger co-annuitant) at the time of the withdrawal	Guaranteed Lifetime Withdrawal Percentage
	with COLA	without COLA
55 - 64	3%	4%
65 or older	4%	5%

 

 

Guaranteed Lifetime Withdrawal Amount

=

Guaranteed Lifetime Withdrawal Base

X

Guaranteed Lifetime Withdrawal Percentage

 

 

 

 

 

 

Can the Guaranteed Lifetime Withdrawal Base change during the Withdrawal Phase?

 

 

1.

The Annual Benefit Base Review without COLA. On each Contract Anniversary during the Withdrawal Phase, we do an Annual Benefit Base Review to see if you are eligible for an increase to your Guaranteed Lifetime Withdrawal Base.  Your Guaranteed Lifetime Withdrawal Base will be set equal to the greater of:

 

 

 

 

 

 

2.

The COLA benefit and the COLA Guaranteed Lifetime Withdrawal Base.  If elected, in addition to the Guaranteed Lifetime Withdrawal Base, we will also calculate and track your COLA Guaranteed Lifetime Withdrawal Base.  The initial COLA Guaranteed Lifetime Withdrawal Base is calculated on the first Contract Anniversary following your Withdrawal Start Date and is equal to your Guaranteed Lifetime Withdrawal Base.  Any additional deposits will proportionally affect the Guaranteed Lifetime Withdrawal Amount based on the number of days remaining until your Contract Anniversary.

 

 

 

 

 

 

Contract  Anniversary Year following Withdrawal Start Date	Your Account Value*	COLA Guaranteed Lifetime Withdrawal Base (increases by 3% at each Contract Anniversary)	Guaranteed Lifetime Withdrawal Base	Guaranteed Lifetime Withdrawal Percentage	Guaranteed Lifetime Withdrawal Amount
1	$100,000	$100,000	$100,000	4%	$4,000
2	$110,000	$103,000	$110,000	4%	$4,400
3	$102,000	$106,000	$110,000	4%	$4,400

 

 

 

4	$94,000	$109,000	$110,000	4%	$4,400
5	$98,000	$112,000	$112,000	4%	$4,480
6	$100,000	$115,000	$115,000	4%	$4,600
7	$120,000	$118,000	$120,000	4%	$4,800
8	$115,000	$121,000	$121,000	4%	$4,480
9	$140,000	$124,000	$140,000	4%	$5,600

 

 

 

 

 

3.

Additional Deposits to Your Account.  Just as in the Accumulation Phase, the Contract permits you to make Additional Deposits to Your Account during the Withdrawal Phase, which will result in an immediate increase to your Guaranteed Lifetime Withdrawal Base and COLA Guaranteed Lifetime Withdrawal Base equal to the dollar amount of the Additional Deposit.  See “Can the Guaranteed Lifetime Withdrawal Phase change during the Accumulation Phase?” earlier in the prospectus for more information about limits on additional deposits.

 

 

(a)	=           the dollar amount of the Excess Withdrawal (the amount withdrawn during any calendar year in excess of the Guaranteed Lifetime Withdrawal Amount); and

 

(b)

=

a “proportional amount” derived from the following calculation: (A ÷ B) × C, where:

 

 

 

 

 

 

 

Example Excess Withdrawal Calculations
In this example, the Account Value is greater than the Guaranteed Lifetime Withdrawal Base:			In this example, the Account Value is less than the Guaranteed Lifetime Withdrawal Base:
At the time of the Excess Withdrawal:			At the time of the Excess Withdrawal:
Account Value =	$500,000		Account Value =	$400,000
Guaranteed Lifetime Withdrawal    Base =	$450,000		Guaranteed Lifetime Withdrawal    Base =	$450,000
Guaranteed  Lifetime Withdrawal    Amount =	$22,500		Guaranteed Lifetime Withdrawal    Amount =	$22,500
Withdrawal Amount =	$30,000		Withdrawal Amount =	$30,000
Excess Withdrawal Amount ($30,000 - $22,500) =	$7,500		Excess Withdrawal Amount ($30,000 - $22,500) =	$7,500
Guaranteed Lifetime Withdrawal Base reduction calculations:			Guaranteed Lifetime Withdrawal Base reduction calculations:
Dollar amount =	$7,500		Dollar amount =	$7,500
Proportional amount ($7,500 ÷ $477,500) x $450,000 =	$7,068		Proportional amount ($7,500 ÷ $377,500) x $450,000 =	$8,940
After the Excess Withdrawal:			After the Excess Withdrawal:
Account Value ($500,000 - $30,000) =	$470,000		Account Value ($400,000 - $30,000) =	$370,000
Guaranteed Lifetime Withdrawal    Base ($450,000 - $7,500) =	$442,500		Guaranteed Lifetime Withdrawal    Base ($450,000 - $8,940) =	$441,060

 

If your Contract is issued as an asset in an IRA, and the only withdrawals you take from the assets in Your Account are those taken to meet required minimum distributions for that account under the Internal Revenue Code, those withdrawals will not be considered Excess Withdrawals, even if the withdrawal exceeds the Guaranteed  Lifetime Withdrawal Amount.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

·	Your Account Value, after reaching the Withdrawal Start Date, falls below the greater of $10,000 or the Guaranteed Lifetime Withdrawal Amount (the “Minimum Account Value”);

 

·	Your Account Value is invested in the Minimum Account Value Eligible Portfolio, as discussed in the “Suspension and Termination Provisions” section later in this prospectus, and you reach your Withdrawal Start Date; or

 

·	You, after reaching the Withdrawal Start Date, affirmatively elect to begin the Income Phase by submitting the appropriate administrative forms.

 

 

 

 

 

 

 

 

 

 

Contract Year in the Income Phase	Guaranteed Lifetime Withdrawal  Base	Non-COLA Guaranteed Lifetime Withdrawal %	Non-COLA Guaranteed Lifetime Income Payment Amount	COLA Guaranteed Lifetime Withdrawal Base	COLA Guaranteed Lifetime Withdrawal %	COLA Guaranteed Lifetime Income Payment Amount
0	$110,000	5%	$5,500	$100,000	4%	$4,400
1	$110,000	5%	$5,500	$103,000	4%	$4,400
2	$110,000	5%	$5,500	$106,000	4%	$4,400
3	$110,000	5%	$5,500	$109,000	4%	$4,400
4	$110,000	5%	$5,500	$112,000	4%	$4,480
5	$110,000	5%	$5,500	$115,000	4%	$4,600
6	$110,000	5%	$5,500	$118,000	4%	$4,720
7	$110,000	5%	$5,500	$121,000	4%	$4,840
8	$110,000	5%	$5,500	$124,000	4%	$4,960
9	$110,000	5%	$5,500	$127,000	4%	$5,080
10	$110,000	5%	$5,500	$130,000	4%	$5,200
11	$110,000	5%	$5,500	$133,000	4%	$5,320
12	$110,000	5%	$5,500	$136,000	4%	$5,440
13	$110,000	5%	$5,500	$139,000	4%	$5,560

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1)	The Spousal Continuation Option must be elected at the time of application, and the younger spouse must not have reached their 81st birthday, while the older spouse must not have reached their 85th birthday.

 

(2)	One or both spouses (or a revocable trust of which either or both of the spouses is/are grantor(s)) must be named as owners of Your Account and the annuitant(s) of Your Contract.  For Contracts issued to IRAs and

 

 

 

 

(3)

If your marriage terminates due to divorce, dissolution, or annulment, or if a co-annuitant dies prior to the Withdrawal Start Date, we will remove the Spousal Continuation Option from your Contract upon notification from you in a form acceptable to Nationwide and evidence of the marriage termination or death that is satisfactory to Nationwide.  After removal of the Spousal Continuation Option, we will not charge you the Spousal Continuation Option Fee Percentage.  Once the Spousal Continuation Option is removed from the Contract, the option may not be re-elected or added to cover a subsequent spouse.

 

(4)

If your marriage terminates due to divorce, dissolution, or annulment, or if a co-annuitant dies on or after the Withdrawal Start Date, you may not remove the Spousal Continuation Option from the Contract.  The remaining owner of the Contract will continue to be charged the Spousal Continuation Option Fee Percentage, and upon notification from you in a form acceptable to Nationwide, your former spouse will no longer be eligible to receive withdrawals.

 

(5)	For Contracts other than IRAs with non-natural owners, one spouse must be the annuitant and the other spouse must be the co-annuitant.

 

(6)	Upon either co-annuitant’s death, the surviving spouse must keep Your Account open and comply with all of the requirements of this Contract.

 

(7)	The Withdrawal Start Date is the date you and your spouse meet all of the conditions of entering the Withdrawal Phase and have elected to enter the Withdrawal Phase.

 

(8)	If you enter the Income Phase of the Contract, both you and your spouse must be named primary beneficiaries of the Contract at that time to ensure the Guaranteed Lifetime Income Payments will continue for both lives.

 

 

 

 

 

 

 

 

 

 

 

 

 

Contract Fee Percentage:	1.00%
Number of days in calendar quarter:	90
Number of days in the calendar year:	365
Guaranteed Lifetime Withdrawal Base (as of the end of the previous quarter):	$500,000
Contract Fee Calculation: $500,000 x 1.00% x (90  ÷ 365)  =	$1232.87

 

 

 

 

 

 

 

 

 

 

 

 

First:	Early Withdrawals and Excess Withdrawals will reduce your Guaranteed Lifetime Withdrawal Base.  The reduction may be substantial, especially if Your Account Value is significantly lower than it was when the Guaranteed Lifetime Withdrawal Base was last computed or adjusted.
Second:	Once you are ready to begin taking withdrawals of the Guaranteed Lifetime Withdrawal Amount from Your Account, consider setting up a quarterly, monthly or other systematic withdrawal program.  Doing so may help limit the risk that you will make an Excess Withdrawal.
Third:	Consider the timing of your withdrawals.  Because your Guaranteed Lifetime Withdrawal Base can increase on your Contract Anniversary via the automatic Annual Benefit Base Review, the higher Your Account Value is on your Contract Anniversary, the more likely you will be to receive an increase in your Guaranteed Lifetime Withdrawal Base.  You might have a higher Guaranteed Lifetime Withdrawal Base if you defer withdrawals until after your Contract Anniversary.
Fourth:	Consider that the longer you wait to begin taking withdrawals of the Guaranteed Lifetime Withdrawal Amount, the less likely it is that you will receive any Guaranteed Lifetime Income Payments because Your Account Value will reach the Minimum Account Value later in your life, and at the same time, your life expectancy will be shorter.

 

 

		Annuitant’s Death in Accumulation or Withdrawal Phase	Annuitant’s Death in Income Phase
Sole Contract Owner	Sole Annuitant (no Spousal Continuation Option)	The Contract terminates and we will make no payments under the Contract.  We will return that portion of the current quarter’s Contract Fee attributable to the time period between your death and the end of the current calendar quarter.	We will calculate the remaining amount of transferred Account Value that has not yet been paid to you in the form of Guaranteed Lifetime Income Payments.  We will make payments to your beneficiary in the same frequency as the Withdrawal Phase in the amount equal to your Guaranteed Lifetime Withdrawals until that amount has been paid.  If all remaining transferred Account Value has already been paid to you at the time of your death in the form of Guaranteed Lifetime Income Payments, we will make no further payments.
	Co-Annuitants (spouses with the Spousal Continuation Option)	If the owner/co-annuitant of the Contract dies, the Contract will continue with the surviving co-annuitant as the sole Contract owner and sole annuitant.	·  If the owner/co-annuitant of the Contract dies, we will continue to make Guaranteed Lifetime Income Payments to the surviving owner/co-annuitant for the duration of his or her

 

 

 

			lifetime. ·  Upon the surviving owner/co-annuitant’s death, we will calculate the remaining amount of transferred Account Value that has not yet been paid in the form of Guaranteed Lifetime Income Payments.  We will make payments to your beneficiary in the same frequency as the Withdrawal Phase in the amount equal to the Guaranteed Lifetime Withdrawals until that amount has been paid.
Joint Contract Owners (spouses)	Sole Annuitant (no Spousal Continuation Option)	If a joint owner who is the annuitant dies, the Contract terminates and we will make no payments under the Contract.  We will return that portion of the current quarter’s Contract Fee attributable to the time period between your death and the end of the current calendar quarter.	·   If a joint owner who is the annuitant dies, we will calculate the remaining amount of transferred Account Value that has not yet been paid to you in the form of Guaranteed Lifetime Income Payments.  We will make payments to your beneficiary in the same frequency as the Withdrawal Phase in the amount equal to your Guaranteed Lifetime Withdrawals until that amount has been paid.  If all remaining transferred Account Value has already been paid to you at the time of your death in the form of Guaranteed Lifetime Income Payments, we will make no further payments
		If a joint owner who is not the annuitant dies, the Contract will continue with the surviving joint owner/annuitant as the sole Contract owner.	If a joint owner who is not the annuitant dies, the Contract will continue with the surviving joint owner/annuitant as the sole Contract owner receiving Guaranteed Lifetime Income Payments.
	Co-Annuitants (spouses with the Spousal Continuation Option)	If a joint owner/co-annuitant dies, the Contract will continue with the surviving joint owner/co-annuitant as the sole Contract owner and sole annuitant.	·   If a joint owner/co-annuitant dies, we will continue to make Guaranteed Lifetime Income Payments to the surviving joint owner/co-annuitant for the duration of his or her lifetime. ·  Upon the surviving joint owner/co-annuitant’s death, we will calculate the remaining amount of transferred Account Value that has not yet been paid in the form of Guaranteed Lifetime Income Payments.  We will make payments to your beneficiary in the same frequency as the Withdrawal Phase in the amount equal to the Guaranteed Lifetime Withdrawals until that amount has been paid.

 

 

 

 

·	If you remain the sole owner of Your Account, there will be no change to the Contract.

 

·

If your former spouse becomes the sole owner of Your Account, the Contract will be issued as a new Contract, with a new Guaranteed Lifetime Withdrawal Base (calculated as of the date the new Contract is issued) with your former spouse as Contract owner and annuitant, and the Contract will terminate upon the death of the annuitant.  Alternately, the former spouse may elect to terminate the Contract.

 

·

If Your Account is divided between you and your former spouse, the Contract will be reissued as two Contracts (one to each of the former spouses), with the contractual Guarantee divided in proportion to the division of the assets in Your Account.  The Guarantee will not carry over and a new Guaranteed Lifetime Withdrawal Base will be established (based on the value of each account as of the date the new Contracts are issued. Each former spouse will be the named Contract owner and annuitant of their respective reissued Contract, and each Contract will terminate upon the death of the respective annuitant.  Alternately, each former spouse may elect to terminate their respective Contract.

 

 

·

If Your Account is taken over solely by one of the joint owners (the “Receiving Joint Owner”), the Receiving Joint Owner may elect whether to have the Contract reissued with him/her as the sole Contract owner and annuitant, or continue the Contract with both former spouses remaining as joint owners and the Receiving Joint Owner as the annuitant.  In either situation, the Contract will terminate upon the death of the annuitant.  Alternately, the Receiving Joint Owner may elect to terminate the Contract.

 

·

If Your Account is divided between the joint owners (the former spouses), the Contract will be reissued as two Contracts (one to each of the former spouses), with the contractual Guarantee divided in proportion to the division of the assets in Your Account and a new Guaranteed Lifetime Withdrawal Base will be established for each Contract based on the value of each account as of the date the new Contracts are issued. The joint owners may remain as joint owners on each reissued Contract, with one former spouse named as annuitant on each of the Contracts, or each may become the sole Contract owner and annuitant on their respective reissued Contract.  In either situation, the Contract will terminate upon the death of the annuitant.  Alternately, each former spouse may elect to terminate their respective Contract.

 

 

 

 

 

 

 

 

 

 

 

 

·

You do not comply with any provision of this prospectus, including, but not limited to, the requirement that you maintain Your Account at CGM and invest the assets as required by an Eligible Portfolio, and the requirement that you execute an agreement that provides for the deduction and remittance of the Contract Fee;

 

·	Your Account Value falls below the Minimum Account Value;

 

·	CGM no longer manages any Eligible Portfolios;

 

·	We determine that the Eligible Portfolio in which you are invested is no longer an eligible investment option under the Contract; or

 

·	You make an Additional Deposit to Your Account when the value of Your Account already exceeds $2,000,000, or you make an Additional Deposit to Your Account that causes Your Account to exceed $2,000,000 in deposits.

 

 

 

 

 

 

 

1.	Make Additional Deposits to Your Account to bring Your Account Value above the Minimum Account Value;

 

2.	Transfer Your Account Value to the Minimum Account Value Eligible Portfolio.  The Minimum Account Value Eligible Portfolio is only available to Contract owners whose Account Value falls below the Minimum Account Value before the Withdrawal Start Date; or

 

3.	Terminate the Contract.

 

 

 

 

 

 

Minimum Account Value Eligible Portfolio	Target Allocation
State Street Global Advisor SPDR Lehman 1-3 Month T-Bill ETF	Bonds
Composition
100% Short Duration Bonds
Investment Strategy -The investment seeks to provide investment results that correspond generally to the price and yield performance of an index that tracks the 1-3 month sector of the United States Treasury Bill market. The ETF uses a passive management strategy designed to track the total return performance of the Lehman Brothers 1-3 Month U.S. Treasury Bill index. The 1-3 Month U.S. Treasury Bill index measures the performance of public obligations of the U.S. Treasury that have a remaining maturity of greater than or equal to 1 month and less than 3 months.   Benchmark: Lehman Brothers 1-3 Month U.S. Treasury Bill index	100%

 

 

 

Ø	If you decide to transfer to a third party account approved by us, please keep in mind the following:

 

·	The charges for those products may be higher than the Contract Fee Percentage assessed in connection with your Contract;

 

·	You will not be charged any transfer fees by us other than the termination fees imposed by your custodian consistent with your custodial agreement; and

 

·	The value of the Guarantee transferred will be equal to the Guaranteed Lifetime Withdrawal Base on the Valuation Day of the transfer (a Valuation Day is any day the New York Stock Exchange is open for trading).

 

Ø	If you decide to transfer Your Account Value to an annuity contract that we, or one of our affiliates, offer, the amount transferred to the new annuity contract will be equal to the value of Your Account on the Valuation Day of the transfer and your Guarantee will continue.

 

Ø	If you choose not to transfer Your Account Value, or fail to transfer Your Account Value before the end of the suspension period, the Contract and the Guarantee will terminate.

 

 

 

 

 

 

 

Ø	If you cure the issue before the termination date in a manner acceptable to us, the termination will not take effect.

 

Ø	If you decide to transfer to a third party account approved by us, please keep in mind the following:

 

 

 

 

Ø	If you decide to transfer Your Account Value to an annuity contract that we, or one of our affiliates, offer, the amount transferred to the new annuity contract will be equal to the value of Your Account on the Valuation Day of the transfer, and your Guarantee will continue.

 

 

 

 

 

 

 

 

 

 

 

 

Excludable Amount	=	Guaranteed Lifetime Withdrawal	X	Contract owner’s investment in the Contract
				the expected total amount of Guaranteed Lifetime Income Payments over the life of the Contract*

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

·	if you do not provide us with a taxpayer identification number; or

 

·	if we receive notice from the Internal Revenue Service that the taxpayer identification number furnished by you is incorrect.

 

 

 

 

 

 

·	Provide us with a properly completed withholding contract claiming the treaty benefit of a lower tax rate or exemption from tax; and

 

·	Provide us with an individual taxpayer identification number.

 

 

 

·	sufficient evidence that the distribution is connected to the non-resident alien’s conduct of business in the United States;

 

·	sufficient evidence that the distribution is  includable in the non-resident alien’s gross income for United States federal income tax purposes; and

 

·	a properly completed withholding contract claiming the exemption.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accumulation Phase- The phase of the Contract from the time the Contract is issued until the Withdrawal Phase.

 

Account Value- The value of the assets in the Your Account, as determined as of the close of business on a Valuation Day.

 

Additional Deposit(s)- Payments applied to Your Account after the Contract is issued.

 

Annuitant- The person whose life span is used to measure the Guarantee during the Accumulation, Withdrawal and Income Phases under the Contract.

 

Annuity- The supplemental immediate fixed income annuity contract issued to you when you begin the Income Phase of the Contract.

 

Annuity Commencement Date- The date the Annuity is issued.

 

CGM- Citigroup Global Markets Inc. and its Smith Barney and Investment Advisory Services divisions, Citi Private Bank and other Citigroup Inc. affiliates, or any successors.

 

Client Agreement- The agreement you sign that authorizes CGM and the Overlay Manager to provide the specified services to you regarding Your Account.

 

Co-annuitant- If the Contract is jointly owned and you elect the Spousal Continuation Option, you must name a spouse as co-annuitant, which is the second person whose life span is used to measure the Guarantee during the Accumulation, Withdrawal and Income Phases under the Contract.

 

 

 

Contract- A binding legal agreement between you and Nationwide.  The Contract document contains critical information specific to your supplemental immediate fixed income annuity, including any endorsements or riders.

 

Contract Anniversary- The anniversary of the date we issue your Contract.

 

Contract Fee or Fee- The fee that is assessed quarterly from Your Account during the Accumulation Phase and Withdrawal Phase and remitted to us by CGM.

 

Contract Fee Percentage -The annualized percentage that is multiplied by your Guaranteed Lifetime Withdrawal Base to determine your Contract Fee.

 

Contract Owner or you- The person, entity and/or joint owner that maintains all rights under the Contract, including the right to direct who receives Guaranteed Lifetime Income Payments.

 

Contract Year- The one-year period starting on the date we issue the Contract and each Contract Anniversary thereafter.

 

Cost of Living Adjustment- An optional feature available for election prior to the Withdrawal Start Date, which provides for a possible 3% cost of living adjustment to the Guaranteed Lifetime Withdrawal Base in exchange for a lower Guaranteed Lifetime Withdrawal Percentage.

 

Early Withdrawal- Any withdrawal you take from Your Account prior to the Withdrawal Start Date.

 

Excess Withdrawal- The portion of a withdrawal taken after the Withdrawal Start Date that is in excess of the Guaranteed Lifetime Withdrawal Amount.

 

General Account- An account that includes our company assets, which are available to our creditors.

 

Guarantee- Our obligation to pay you Guaranteed Lifetime Income Payments for the rest of your life, provided that you comply with the terms of the Contract.

 

Guaranteed Lifetime Income Payments- Payments you receive during the Income Phase from Nationwide.

 

Guaranteed Lifetime Withdrawals- Withdrawals you make after the Withdrawal Start Date during the Withdrawal Phase.  The amount of each Guaranteed Lifetime Withdrawal will be equal to your most recent Guaranteed Lifetime Withdrawal Amount.

 

Guaranteed Lifetime Withdrawal Amount- The amount that you can withdraw from Your Account each calendar year without reducing your Guaranteed Lifetime Withdrawal Base.  This amount is non-cumulative, meaning that withdrawals not taken cannot be carried over from one year to the next.

 

Guaranteed Lifetime Withdrawal Base- The amount multiplied by the Guaranteed Lifetime Withdrawal Percentage to determine the Guaranteed Lifetime Withdrawal Amount.  The Guaranteed Lifetime Withdrawal Base may increase or decrease, as described in this prospectus.

 

Guaranteed Lifetime Withdrawal Percentage-The percentage multiplied by the Guaranteed Lifetime Withdrawal Base to determine the Guaranteed Lifetime Withdrawal Amount, and varies based on age and the time of the withdrawal.

 

Home Office- Our Home Office that is located at the address shown on the cover page of the prospectus.

 

Income Phase- The phase of the Contract during which we are obligated to make Guaranteed Lifetime Income Payments to the annuitant.

 

 

 

Individual Retirement Account or IRA- An account that qualifies for favorable tax treatment under Section 408(a) of the Internal Revenue Code, but does not include Roth IRAs.

 

Joint owner- One of two Contract owners, each of which owns an undivided interest in the Contract.  Joint owners must be spouses as recognized under applicable federal law.

 

Nationwide, we or us- Nationwide Life Insurance Company.

 

Non-Qualified Contract - A contract that does not qualify for favorable tax treatment under the Internal Revenue Code as an IRA, Roth IRA, SEP IRA, or Simple IRA.

 

Qualified Contract- A contract that qualifies for favorable tax treatment under the Internal Revenue Code as an IRA, Roth IRA, SEP IRA, or Simple IRA.

 

Roth IRA- An annuity contract that qualifies for favorable tax treatment under Section 408A of the Internal Revenue Code.

 

SEC or Commission- Securities and Exchange Commission.

 

SEP IRA- An annuity contract that qualifies for favorable tax treatment under Section 408(k) of the Internal Revenue Code.

 

Simple IRA- An annuity contract that qualifies for favorable tax treatment under Section 408(p) of the Internal Revenue Code.

 

Valuation Date- Each day the New York Stock Exchange is open for business.  The value of Your Account is generally determined at the end of each Valuation Date, which is generally at 4:00 p.m. Eastern Time, but may be earlier on certain days and as conditions warrant.

 

Withdrawal Phase- The phase of the Contract during which you take Guaranteed Lifetime Withdrawals from Your Account.

 

Withdrawal Start Date- The date you are eligible and affirmatively elect to begin taking annual withdrawals of the Guaranteed Lifetime Withdrawal Amount from Your Account.

 

You - In this prospectus, “you” means the Contract owner and/or joint owners.

 

Your Account- The Select UMA account you own, the assets of which are maintained by CGM.

Registration fees	$39.30
Estimated Cost of printing and engraving	$32,000
Estimated Legal fees	$32,000
Estimated Accounting fees	$9,600
Estimated Mailing fees	$25,000

 

·	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.

 

 

 

 

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, Registration No. 333-149613.
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, Registration No. 333-149613.
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, Registration No. 333-149613.
4(i)	Individual Single Purchase Payment Immediate Fixed Income Annuity Non-Participating Contract – to be filed by subsequent pre-effective amendment.
4(ii)	Supplemental Option To The Individual Single Purchase Payment Immediate Fixed Income Annuity – to be filed by subsequent pre-effective amendment.
4(iii)	Application for Individual Single Purchase Payment Immediate Fixed Income Annuity – to be filed by subsequent pre-effective amendment.
5	Opinion Regarding Legality – attached hereto.
6	Not applicable
7	Not applicable
8	None.
9	Not applicable
10	Form of Administrative Services Agreement – to be filed by subsequent pre-effective amendment.
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, Registration No. 333-149613.
22	Not applicable
23(i)	Consent of Independent Registered Public Accounting Firm. – to be filed by subsequent pre-effective amendment.
23(ii)	Consent of Counsel – Attached hereto as Exhibit 5.
24	Power of Attorney – Attached hereto.
25	Not applicable
26	Not applicable
27	Not applicable

 

(b)	Financial Statement Schedules

 

None

 

Item 17.

Undertakings

 

 

 

 

(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.

 

 

(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 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:

 

 

(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;

 

 

 

(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.

 

 

 

 

NATIONWIDE LIFE INSURANCE COMPANY

By:                   /s/ JAMIE RUFF CASTO

                                  Jamie Ruff Casto

W. G. JURGENSEN
W. G. Jurgensen, Director and Chief Executive Officer
ARDEN L. SHISLER
Arden L. Shisler, Chairman of the Board
JOSEPH A. ALUTTO
Joseph A. Alutto, Director
JAMES G. BROCKSMITH, JR.
James G. Brocksmith, Jr., Director
KEITH W. ECKEL
Keith W. Eckel, Director
LYDIA M. MARSHALL
Lydia M. Marshall, Director
MARTHA MILLER DE LOMBERA
Martha Miller de Lombera, Director
DAVID O. MILLER
David O. Miller, Director
JAMES F. PATTERSON
James F. Patterson, Director
GERALD D. PROTHRO
Gerald D. Prothro, Director
ALEX SHUMATE
Alex Shumate, Director
THOMAS F. ZENTY III
Thomas F. Zenty III, Director
	By /s/ JAMIE RUFF CASTO
	Jamie Ruff Casto
	Attorney-in-Fact