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.

 

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	[   ]

 

 

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

 

 

 

 

 

 

 

 

 

 

 

 

GLOSSARY…………………………………………………………….................................................................................................................................3

INFORMATION ABOUT THE MARKET PERFORMANCE INVESTMENT..............................................................................................................4

GENERAL INFORMATION…………………………………………………………….........................................................................................4

CHARGE FOR THE MPI………………………………………………………………...........................................................................................4

MPI ALLOCATIONS……………………………………………………………………........................................................................................4

MPI RETURN CAP………………………………………………………………………........................................................................................4

MPI PERIOD……………………………………………………………………………...........................................................................................4

THE MPI PERFORMANCE CREDIT CALCULATION………………………………........................................................................................5

WITHDRAWALS AND TRANSFERS FROM AN MPI BAND PRIOR TO THE END OF AN MPI PERIOD…………………...........…..6

DISTRIBUTION/ MARKETING OF THE VARIABLE ANNUITY CONTRACT………….........................................................................................6

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE……………………..........................................................................................6

LEGAL OPINION………………………………………………………………………………...........................................................................................6

ABOUT NATIONWIDE………………………………………………………………………...........................................................................................6

EXPERTS………………………………………………………………………………………............................................................................................6

DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION………………….........................................................................................7

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

A	=	Index closing priceMPI Period day 365 – Index closing price MPI Period day 1
		Index closing priceMPI Period day 1
B	=	MPI Performance Cap

Index closing priceMPI Period day 1	=	1000
Index closing price MPI Period day 365	=	1025
MPI Band Value	=	$10,000
MPI Performance Cap	=	3% or 0.03
Index Factor	=	Lesser of (1025-1000)/1000 or 0.03
	=	Lesser of 0.025 or 0.03
	=	0.025
MPI Performance Credit	=	0.025 x $10,000
	=	$250

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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

 

 

 

·

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	Not applicable
5	Opinion Regarding Legality – attached hereto.
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, 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

 

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 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:

 

 

(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/ W. MICHAEL STOBART

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/ W. MICHAEL STOBART
	W. Michael Stobart
	Attorney-in-Fact