497 1 keyfuture.htm KEY FUTURE keyfuture.htm
The Best of America® America’s Future Annuity® (Key)
Nationwide Life Insurance Company
Modified Single Premium Deferred Variable Annuity Contracts
Issued by Nationwide Life Insurance Company through its Nationwide Variable Account-9
The date of this prospectus is May 1, 2007.

This prospectus contains basic information you should understand about the contracts before investing – the annuity contract is the legally binding instrument governing the relationship between you and Nationwide should you choose to invest.  Please read this prospectus carefully and keep it for future reference.
 
Variable annuities are complex investment products with unique benefits and advantages that may be particularly useful in meeting long-term savings and retirement needs. There are costs and charges associated with these benefits and advantages - costs and charges that are different, or do not exist at all, within other investment products. With help from financial consultants and advisers, investors are encouraged to compare and contrast the costs and benefits of the variable annuity described in this prospectus against those of other investment products, especially other variable annuity and variable life insurance products offered by Nationwide and its affiliates. Nationwide offers a wide array of such products, many with different charges, benefit features and underlying investment options. This process of comparison and analysis should aid in determining whether the purchase of the contract described in this prospectus is consistent with your investment objectives, risk tolerance, investment time horizon, marital status, tax situation and other personal characteristics and needs.
 
The Statement of Additional Information (dated May 1, 2007), which contains additional information about the contracts and the variable account, including the Condensed Financial Information for the various variable account charges applicable to the contracts, has been filed with the Securities and Exchange Commission ("SEC") and is incorporated herein by reference.  (The Condensed Financial Information for the minimum and maximum variable account charges is available in Appendix B of this prospectus.)  The table of contents for the Statement of Additional Information is on page 44.  For general information or to obtain free copies of the Statement of Additional Information, call 1-800-848-6331 (TDD 1-800-238-3035) or write:
Nationwide Life Insurance Company
5100 Rings Road, RR1-04-F4
Dublin, Ohio 43017-1522
 
The Statement of Additional Information and other material incorporated by reference can be found on the SEC website at: www.sec.gov.  Information about this and other Best of America products can be found at: www.nationwide.com.
 
Before investing, understand that annuities and/or life insurance products are not insured by the FDIC, NCUSIF, or any other Federal government agency, and are not deposits or obligations of, guaranteed by, or insured by the depository institution where offered or any of its affiliates.  Annuities that involve investment risk may lose value.  These securities have not been approved or disapproved by the SEC, nor has the SEC passed upon the accuracy or adequacy of the prospectus.  Any representation to the contrary is a criminal offense.
 
This contract contains features that apply credits to the contract value.  The benefit of the credits may be more than offset by the additional fees that the contract owner will pay in connection with the credits.  A contract without credits may cost less.  Additionally, the cost of electing the Extra Value Option and the recapture of the credits (in the event of a surrender) could exceed any benefit of receiving the credits.

The following is a list of the underlying mutual funds available under the contract.
American Century Variable Portfolios, Inc.
·
American Century VP International Fund: Class III†
·
American Century VP Value Fund: Class I*
Dreyfus
·
Dreyfus Investment Portfolios – Small Cap Stock Index Portfolio: Service Shares
·
Dreyfus Stock Index Fund, Inc.: Initial Shares
·
Dreyfus Variable Investment Fund – Appreciation Portfolio: Initial Shares
Federated Insurance Series
·
Federated Quality Bond Fund II: Primary Shares
Fidelity Variable Insurance Products Fund
·
VIP Equity-Income Portfolio: Service Class*
·
VIP Growth Portfolio: Service Class
·
VIP High Income Portfolio: Service Class R*†
·
VIP Overseas Portfolio: Service Class R†
Fidelity Variable Insurance Products Fund II
·
VIP ContrafundÒ Portfolio: Service Class
Janus Aspen Series
·
Forty Portfolio: Service Shares
·
International Growth Portfolio: Service II Shares†
Nationwide Variable Insurance Trust ("NVIT") (formerly Gartmore Variable Insurance Trust (“GVIT”))
·
Federated NVIT High Income Bond Fund: Class III†
·
Gartmore NVIT Emerging Markets Fund: Class III†
·
Gartmore NVIT International Growth Fund: Class III†
·
Gartmore NVIT Worldwide Leaders Fund: Class III†
·         J.P. Morgan NVIT Balanced Fund: Class I
·
Nationwide Multi-Manager NVIT Small Cap Growth Fund: Class I (formerly, GVIT Small Cap Growth Fund)
·
Nationwide Multi-Manager NVIT Small Cap Value Fund: Class I (formerly, GVIT Small Cap Value Fund)
·
Nationwide Multi-Manager NVIT Small Company Fund: Class I (formerly, GVIT Small Company Fund)

1


·
Nationwide NVIT Global Health Sciences Fund:
 
Class III†
·
Nationwide NVIT Global Technology and Communications Fund: Class III†
·
Nationwide NVIT Government Bond Fund: Class I
·
Nationwide NVIT Growth Fund: Class I
·
Nationwide NVIT Investor Destinations Funds: Class II
Ø
Nationwide NVIT Investor Destinations Conservative Fund: Class II
Ø
Nationwide NVIT Investor Destinations Moderately Conservative Fund: Class II
Ø
Nationwide NVIT Investor Destinations Moderate Fund: Class II
Ø
Nationwide NVIT Investor Destinations Moderately Aggressive Fund: Class II
Ø
Nationwide NVIT Investor Destinations Aggressive Fund: Class II
·
Nationwide NVIT Mid Cap Growth Fund: Class I
·
Nationwide NVIT Money Market Fund: Class I
·
Nationwide NVIT U.S. Growth Leaders Fund: Class III†
·
NVIT Mid Cap Index Fund: Class I
·
NVIT Nationwide® Fund: Class I
·
NVIT Nationwide® Leaders Fund: Class III†
·
Van Kampen NVIT Comstock Value Fund: Class I
·
Van Kampen NVIT Multi Sector Bond Fund: Class I
Neuberger Berman Advisers Management Trust
·
AMT Guardian Portfolio: I Class
·
AMT Partners Portfolio: I Class
·
AMT Socially Responsive Portfolio: I Class
Oppenheimer Variable Account Funds
·
Oppenheimer Capital Appreciation Fund/VA: Non-Service Shares
·
Oppenheimer Global Securities Fund/VA: Class 3†
·
Oppenheimer Main Street Fund®/VA: Non-Service Shares
·
Oppenheimer MidCap Fund/VA: Non-Service Shares
Van Kampen
The Universal Institutional Funds, Inc.
·
U.S. Real Estate Portfolio: Class I
Victory Variable Insurance Funds
 
·
Diversified Stock Fund: Class A Shares
 
The following underlying mutual fund is only available in contracts for which good order applications were received before May 1, 2007:
 
American Century Variable Portfolios, Inc.
·
American Century VP Ultra Fund: Class I
 
The following underlying mutual funds are only available in contracts for which good order applications were received before May 1, 2006:
 
American Century Variable Portfolios, Inc.
·
American Century VP Income & Growth Fund: Class I
Fidelity Variable Insurance Products Fund III
·
 
VIP Value Strategies Portfolio: Service Class
 
The following underlying mutual funds are only available in contracts for which good order applications were received before May 1, 2004:
 
Dreyfus
·
Dreyfus Socially Responsible Growth Fund, Inc.: Initial Shares
Janus Aspen Series
·
Global Technology Portfolio: Service II Shares†
Nationwide Variable Insurance Trust
·          Gartmore NVIT Global Utilities Fund: Class III†
·
Nationwide NVIT Global Financial Services Fund:
 
Class III†
Neuberger Berman Advisers Management Trust
·
AMT Mid-Cap Growth Portfolio: I Class
Wells Fargo Advantage Variable Trust
·
Wells Fargo Advantage VT Opportunity Fund

The following underlying mutual funds are only available in contracts for which good order applications were received before May 1, 2002:
 
Fidelity Variable Insurance Products Fund III
·
VIP Growth Opportunities Portfolio: Service Class
Van Eck Worldwide Insurance Trust
·
Worldwide Emerging Markets Fund: Class R†
·
Worldwide Hard Assets Fund: Class R†
Van Kampen
The Universal Institutional Funds, Inc.
·
Mid Cap Growth Portfolio: Class I
 
Effective May 1, 2007, the following underlying mutual fund is no longer available to receive transfers or new purchase payments:

Fidelity Variable Insurance Products Fund
·
VIP High Income Portfolio: Service Class*
 
Effective May 1, 2006, the following underlying mutual fund is no longer available to receive transfers or new purchase payments:
 
J.P. Morgan Series Trust II
·
J.P. Morgan Mid Cap Value Portfolio
 
Effective May 1, 2005, the following underlying mutual fund is no longer available to receive transfers or new purchase payments:
 
Nationwide Variable Insurance Trust
·
Federated NVIT High Income Bond Fund: Class I*
 
Effective May 1, 2004, the following underlying mutual funds are no longer available to receive transfers or new purchase payments:
 
Dreyfus
·
Dreyfus Variable Investment Fund – International Value Portfolio: Initial Shares
Van Eck Worldwide Insurance Trust
·
Worldwide Emerging Markets Fund: Initial Class
·
Worldwide Hard Assets Fund: Initial Class

2


Van Kampen
The Universal Institutional Funds, Inc.
·
Emerging Markets Debt Portfolio: Class I
 
Effective May 1, 2003, the following underlying mutual funds are no longer available to receive transfers or new purchase payments:
 
Nationwide Variable Insurance Trust
·
Gartmore NVIT Worldwide Leaders Fund: Class I
Oppenheimer Variable Account Funds
·
Oppenheimer Global Securities Fund/VA: Non-Service Shares
 
Effective May 1, 2002, the following underlying mutual funds are no longer available to receive transfers or new purchase payments:
 
American Century Variable Portfolios, Inc.
·
American Century VP International Fund: Class I
Fidelity Variable Insurance Products Fund
·
VIP Overseas Portfolio: Service Class
Janus Aspen Series
·
Global Technology Portfolio: Service Shares
·
International Growth Portfolio: Service Shares
Nationwide Variable Insurance Trust
·
Gartmore NVIT Emerging Markets Fund: Class I
·
Gartmore NVIT International Growth Fund: Class I
·
Nationwide NVIT Global Technology and Communications Fund: Class I

 
*These underlying mutual funds may invest in lower quality debt securities commonly referred to as junk bonds.
 
 
†These underlying mutual funds assess a short-term trading fee.
 
Purchase payments not invested in the underlying mutual fund options of the Nationwide Variable Account-9 ("variable account") may be allocated to the fixed account or the Guaranteed Term Options (Guaranteed Term Options may not be available in every jurisdiction – refer to your contract for specific information).


3



 
Accumulation unit- An accounting unit of measure used to calculate the contract value allocated to the variable account before the annuitization date.
 
Annuitization date- The date on which annuity payments begin.
 
Annuity commencement date- The date on which annuity payments are scheduled to begin. This date may be changed by the contract owner with Nationwide’s consent.
 
Annuity unit- An accounting unit of measure used to calculate the variable annuity payments.
 
Contract value- The total value of all accumulation units in a contract plus any amount held in the fixed account, any amount held under Guaranteed Term Options and any amounts transferred as a loan to the collateral fixed account.
 
Contract year- Each year the contract is in force beginning with the date the contract is issued.
 
ERISA- The Employee Retirement Income Security Act of 1974, as amended.
 
FDIC – Federal Deposit Insurance Corporation.
 
Fixed account- An investment option that is funded by the general account of Nationwide.
 
General account- All assets of Nationwide other than those of the variable account or in other separate accounts that have been or may be established by Nationwide.
 
Individual Retirement Account- An account that qualifies for favorable tax treatment under Section 408(a) of the Internal Revenue Code, but does not include Roth IRAs.
 
Individual Retirement Annuity- An annuity contract that qualifies for favorable tax treatment under Section 408(b) of the Internal Revenue Code, but does not include Roth IRAs.
 
Investment-only Contract- A contract purchased by a Qualified Pension, Profit-Sharing or Stock Bonus Plan as defined by Section 401(a) of the Internal Revenue Code.
 
Nationwide- Nationwide Life Insurance Company.
 
NCUSIF – National Credit Union Share Insurance Fund.
 
Non-Qualified Contract- A contract which does not qualify for favorable tax treatment as a Qualified Plan, Individual Retirement Annuity, Roth IRA, SEP IRA, Simple IRA, or Tax Sheltered Annuity.
 
Qualified Plans- Retirement plans that receive favorable tax treatment under Section 401 of the Internal Revenue Code, including Investment-only Contracts.  In this prospectus, all provisions applicable to Qualified Plans also apply to Investment-only Contracts unless specifically stated otherwise.
 
Roth IRA- An annuity contract which qualifies for favorable tax treatment under Section 408A of the Internal Revenue Code.
 
SEC – 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.
 
Sub-accounts- Divisions of the variable account for which accumulation units and annuity units are separately maintained – each sub-account corresponds to a single underlying mutual fund.
 
Tax Sheltered Annuity- An annuity that qualifies for favorable tax treatment under Section 403(b) of the Internal Revenue Code.
 
Valuation date - Each day the New York Stock Exchange and Nationwide’s home office are open for business, or any other day during which there is a sufficient degree of trading of underlying mutual fund shares such that the current net asset value of accumulation units or annuity units might be materially affected.  Values of the variable account are determined as of the close of the New York Stock Exchange which generally closes at 4:00 p.m. Eastern Time, but may close earlier on certain days and as conditions warrant.
 
Valuation period- Each day the New York Stock Exchange is open for business.
 
Variable account- Nationwide Variable Account-9, a separate account of Nationwide that contains variable account allocations.  The variable account is divided into sub-accounts, each of which invests in shares of a separate underlying mutual fund.
 

 

 

 

 



 

 

 



4


Table of Contents
Page
Glossary of Special Terms
4
Contract Expenses
7
Underlying Mutual Fund Annual Expenses
9
Example
10
Synopsis of the Contracts
10
Minimum Initial and Subsequent Purchase Payments
 
Purpose of the Contract
 
Charges and Expenses
 
Annuity Payments
 
Taxation
 
Ten Day Free Look
 
Financial Statements
12
Condensed Financial Information
12
Nationwide Life Insurance Company
13
Nationwide Investment Services Corporation
13
Investing in the Contract
13
The Variable Account and Underlying Mutual Funds
 
Guaranteed Term Options
 
The Fixed Account
 
The Contract in General
15
Distribution, Promotional and Sales Expenses
 
Underlying Mutual Fund Payments
 
Profitability
 
Standard Charges and Deductions
17
Mortality and Expense Risk Charge
 
Contingent Deferred Sales Charge
 
Premium Taxes
 
Short-Term Trading Fees
 
Optional Contract Benefits, Charges and Deductions
19
Reduced Purchase Payment Option
 
CDSC Options and Charges
 
Death Benefit Options
 
Guaranteed Minimum Income Benefit Options
 
Extra Value Option
 
Beneficiary Protector Option
 
Capital Preservation Plus Option
 
Removal of Variable Account Charges
26
Contract Ownership
27
Joint Ownership
 
Contingent Ownership
 
Annuitant
 
Beneficiary and Contingent Beneficiary
 
Operation of the Contract
28
Minimum Initial and Subsequent Purchase Payments
 
Pricing
 
Allocation of Purchase Payments
 
Determining the Contract Value
 
Transfers Prior to Annuitization
 
Transfers After Annuitization
 
Transfer Requests
 
Transfer Restrictions
 
Right to Revoke
31
Surrender (Redemption)
32
Partial Surrenders (Partial Redemptions)
 
Full Surrenders (Full Redemptions)
 
Surrenders Under a Tax Sheltered Annuity
 
Surrenders Under a Texas Optional Retirement Program or a Louisiana Optional Retirement Plan
 
   

5



Table of Contents (continued)
Page
Loan Privilege
33
Minimum and Maximum Loan Amounts
 
Maximum Loan Processing Fee
 
How Loan Requests are Processed
 
Loan Interest
 
Loan Repayment
 
Distributions and Annuity Payments
 
Transferring the Contract
 
Grace Period and Loan Default
 
Assignment
34
Contract Owner Services
34
Asset Rebalancing
 
Dollar Cost Averaging
 
Systematic Withdrawals
 
Annuity Commencement Date
36
Annuitizing the Contract
36
Annuitization Date
 
Annuitization
 
Fixed Payment Annuity
 
Variable Payment Annuity
 
Frequency and Amount of Annuity Payments
 
Guaranteed Minimum Income Benefit Options
 
Annuity Payment Options
 
Death Benefits
39
Upon Death
 
Death Benefit Payment
 
Statements and Reports
42
Legal Proceedings
42
Table of Contents of Statement of Additional Information
44
Appendix A: Underlying Mutual Funds
45
Appendix B: Condensed Financial Information
53
Appendix C: Contract Types and Tax Information
79

6



 
The following tables describe the fees and expenses that a contract owner will pay when buying, owning, or surrendering the contract.
 
The first table describes the fees and expenses a contract owner will pay at the time the contract is purchased, surrendered, or when cash value is transferred between investment options.
 
Contract Owner Transaction Expenses
Maximum Contingent Deferred Sales Charge ("CDSC") (as a percentage of purchase payments surrendered)
7%1
Maximum Loan Processing Fee                                                                                                                                                  
$252
Maximum Short-Term Trading Fee (as a percentage of transaction amount)                                                                                                                                                 
1%
Maximum Premium Tax Charge (as a percentage of purchase payments)                                                                                                                                                 
5%3
 
The next table describes the fees and expenses that a contract owner will pay periodically during the life of the contract (not including underlying mutual fund fees and expenses).
 
Recurring Contract Expenses
Annual Loan Interest Charge                                                                                                                                                  
2.25%4
Variable Account Annual Expenses (annualized rate of total variable account charges as a percentage of the daily net assets)5
Mortality and Expense Risk Charge                                                                                                                                             
0.95%
Reduced Purchase Payment Option                                                                                                                                             
Total Variable Account Charges (including this option only)                                                                                                                                             
0.25%6
1.20%
Five Year CDSC Option                                                                                                                                             
Total Variable Account Charges (including this option only)                                                                                                                                             
0.15%7
1.10%
(continued on next page)


 
1 Range of CDSC over time:
Number of Completed Years from Date of Purchase Payment
0
1
2
3
4
5
6
7
CDSC Percentage
7%
7%
6%
5%
4%
3%
2%
0%
Each contract year, the contract owner may withdraw without a CDSC the greater of:
(1)10% of all purchase payments made to the contract (15% of all purchase payments made to the contract if the contract owner elected the Additional Withdrawal Without Charge and Disability Waiver); or
(2)any amount withdrawn to meet minimum distribution requirements under the Internal Revenue Code.
This free withdrawal privilege is non-cumulative.  Free amounts not taken during any given contract year cannot be taken as free amounts in a subsequent contract year.  The Internal Revenue Code may impose restrictions on surrenders from contracts issued as Tax Sheltered Annuities.
 
2 Nationwide may assess a loan processing fee at the time each new loan is processed.  Currently, Nationwide does not assess a loan processing fee.  Loans are only available for contracts issued as Tax Sheltered Annuities.  Loans are not available in all states.  In addition, some states may not permit Nationwide to assess a loan processing fee.
 
3Nationwide will charge between 0% and 5% of purchase payments for premium taxes levied by state or other government entities.
 
4The loan interest rate is determined, based on market conditions, at the time of loan application or issuance.  The loan balance in the collateral fixed account is credited with interest at 2.25% less than the loan interest rate.  Thus, the net loan interest charge is 2.25%.
 
5 These charges apply only to sub-account allocations.  They do not apply to allocations made to the fixed account or to the Guaranteed Term Options.  They are charged on a daily basis at the annualized rate noted above.
 
6 If this option is elected, Nationwide will lower an applicant's minimum initial purchase payment to $1,000 and subsequent purchase payments to $25.  This option is not available to contracts issued as Investment-only Contracts.
 
7 Range of Five Year CDSC over time:
Number of Completed Years from Date of Purchase Payment
0
1
2
3
4
5
CDSC Percentage
7%
7%
6%
4%
2%
0%
For contracts issued in the State of New York, this option is available only for contracts issued as Roth IRAs and is not available when the Extra Value Option is elected.

7



Recurring Contract Expenses (continued)
CDSC Waiver Options (an applicant may elect one or more)
 
Additional Withdrawal Without Charge and Disability Waiver                                                                                                                                       
Total Variable Account Charges (including this option only)                                                                                                                                       
0.10%1
1.05%
10 Year and Disability Waiver (available for Tax Sheltered Annuities only)                                                                                                                                       
Total Variable Account Charges (including this option only)                                                                                                                                       
0.05%
1.00%
Hardship Waiver (available for Tax Sheltered Annuities only)                                                                                                                                       
Total Variable Account Charges (including this option only)                                                                                                                                       
0.15%
1.10%
Death Benefit Options (an applicant may elect one or two)
 
One-Year Enhanced Death Benefit with Long Term Care/Nursing Home Waiver and Spousal Protection Option2 (available beginning January 2, 2001 or a later date if state law requires)
Total Variable Account Charges (including this option only)                                                                                                                                       
 
0.15%
1.10%
One-Year Step Up Death Benefit Option3 (available until state approval is received for the One-Year Enhanced Death Benefit with Long Term Care/Nursing Home Waiver and Spousal Protection Option)
Total Variable Account Charges (including this option only)                                                                                                                                       
 
0.05%
1.00%
Greater of One-Year or 5% Enhanced Death Benefit with Long Term Care/Nursing Home Waiver and Spousal Protection Option4 (available beginning January 2, 2001 or a later date if state law requires)
Total Variable Account Charges (including this option only)                                                                                                                                       
 
0.20%
1.15%
5% Enhanced Death Benefit Option5 (available until state approval is received for the Greater of One-Year or 5% Enhanced Death Benefit with Long Term Care/Nursing Home Waiver and Spousal Protection Option)
Total Variable Account Charges (including this option only)                                                                                                                                       
 
0.10%
1.05%
Guaranteed Minimum Income Benefit Options (no longer available effective May 1, 2003) (an applicant could elect one or both)
 
Guaranteed Minimum Income Benefit Option 1                                                                                                                                       
Total Variable Account Charges (including this option only)                                                                                                                                       
0.45%
1.40%
Guaranteed Minimum Income Benefit Option 2                                                                                                                                       
Total Variable Account Charges (including this option only)                                                                                                                                       
0.30%
1.25%
Extra Value Option                                                                                                                                             
Total Variable Account Charges (including this option only)                                                                                                                                             
In addition to the charge assessed to variable account allocations, allocations made to the fixed account and the Guaranteed Term Options for the first 7 contract years will be assessed a fee of 0.45%.
0.45%6
1.40%
(continued on next page)


 
1 If this option is elected, the applicant will receive an additional 5% CDSC-free withdrawal privilege, which also includes a disability waiver.  This 5% is in addition to the standard 10% CDSC-free withdrawal privilege that applies to every contract.
 
2This option may not be elected with another death benefit option.
 
3 This option may be elected alone or along with the 5% Enhanced Death Benefit Option.  If both options are elected, the death benefit will be the greater of the two options.
 
4 This option may not be elected with another death benefit option.
 
5 This option may be elected alone or along with One-Year Step Up Death Benefit Option.  If both options are elected, the death benefit will be the greater of the two options.
 
6 Nationwide will discontinue deducting the charge associated with the Extra Value Option 7 years from the date the contract was issued.  Under certain circumstances, Nationwide may restrict the allocation of purchase payments to the fixed account when the contract owner elects or has elected the Extra Value Option.

8



Recurring Contract Expenses (continued)
Beneficiary Protector Option                                                                                                                                             
Total Variable Account Charges (including this option only)                                                                                                                                             
In addition to the charge assessed to variable account allocations, allocations made to the fixed account or to the Guaranteed Term Options will be assessed a fee of 0.40%.
0.40%1
1.35%
Capital Preservation Plus Option                                                                                                                                             
Total Variable Account Charges (including this option only)                                                                                                                                             
In addition to the charge assessed to variable account allocations, allocations made to the Guaranteed Term Options or Target Term Options will be assessed a fee of 0.50%.
0.50%2
1.45%
 
The next table shows the fees and expenses that a contract owner would pay if he/she elected all of the optional benefits available under the contract (and the most expensive of mutually exclusive optional benefits).
 
Summary of Maximum Contract Expenses
Mortality and Expense Risk Charge (applicable to all contracts)                                                                                                                                                  
0.95%
Reduced Purchase Payment Option                                                                                                                                                  
0.25%
Five Year CDSC Option                                                                                                                                                  
0.15%
Additional Withdrawal Without Charge and Disability Waiver                                                                                                                                                  
0.10%
10 Year and Disability Waiver (Tax Sheltered Annuities only)                                                                                                                                                  
0.05%
Hardship Waiver (Tax Sheltered Annuities only)                                                                                                                                                  
0.15%
Greater of One-Year or 5% Enhanced Death Benefit with Long Term Care/Nursing Home Waiver and Spousal Protection Option
 
0.20%
Guaranteed Minimum Income Benefit Option 1                                                                                                                                                  
0.45%
Guaranteed Minimum Income Benefit Option 2                                                                                                                                                  
0.30%
Extra Value Option                                                                                                                                                  
0.45%
Beneficiary Protector Option                                                                                                                                                  
0.40%
Capital Preservation Plus Option                                                                                                                                                  
0.50%
Maximum Possible Total Variable Account Charges
3.95%
 
 
The next table shows the minimum and maximum total operating expenses, as of December 31, 2006, charged by the underlying mutual funds periodically during the life of the contract.  The table does not reflect Short-Term Trading Fees.  More detail concerning each underlying mutual fund’s fees and expenses is contained in the prospectus for each underlying mutual fund.
 
Total Annual Underlying Mutual Fund Operating Expenses
Minimum
Maximum
     
(expenses that are deducted from underlying mutual fund assets, including management fees, distribution (12b-1) fees, and other expenses, as a percentage of average underlying mutual fund assets)
0.27%
1.35%
 
The minimum and maximum underlying mutual fund operating expenses indicated above do not reflect voluntary or contractual reimbursements and/or waivers applied to some underlying mutual funds.  Therefore, actual expenses could be lower.  Refer to the underlying mutual fund prospectuses for specific expense information.
 
The following underlying mutual funds assess a short-term trading fee in connection with transfers from an underlying mutual fund sub-account that occur within 60 days after the date of allocation to that sub-account (see "Short-Term Trading Fees"):
 
·
American Century Variable Portfolios, Inc. – American Century VP International Fund: Class III
·
Fidelity Variable Insurance Products Fund – VIP High Income Portfolio: Service Class R
·
Fidelity Variable Insurance Products Fund – VIP Overseas Portfolio: Service Class R
·
Janus Aspen Series – Global Technology Portfolio: Service II Shares
·
Janus Aspen Series – International Growth Portfolio: Service II Shares
·
NVIT – Federated NVIT High Income Bond Fund: Class III
·
NVIT – Gartmore NVIT Emerging Markets Fund: Class III
·
NVIT – Gartmore NVIT Global Utilities Fund: Class III


 
1 The Beneficiary Protector Option is available for contracts with annuitants who are age 70 or younger at the time the option is elected.
 
2 The Capital Preservation Plus Option may only be elected at the time of application.  Nationwide will discontinue deducting the charges associated with the Capital Preservation Plus Option at the end of the Guaranteed Term Option/Target Term Option that corresponds to the end of the program period elected by the contract owner.

9


·
NVIT – Gartmore NVIT International Growth Fund: Class III
·
NVIT – Gartmore NVIT Worldwide Leaders Fund: Class III
·
NVIT – Nationwide NVIT Global Financial Services Fund: Class III
·
NVIT – Nationwide NVIT Global Health Sciences Fund: Class III
·
NVIT – Nationwide NVIT Global Technology and Communications Fund: Class III
·
NVIT –  Nationwide NVIT U.S. Growth Leaders Fund: Class III
·
NVIT – NVIT Nationwide® Leaders Fund: Class III
·
Oppenheimer Variable Account Funds – Oppenheimer Global Securities Fund/VA: Class 3
·
Van Eck Worldwide Insurance Trust – Worldwide Emerging Markets Fund: Class R
·
Van Eck Worldwide Insurance Trust – Worldwide Hard Assets Fund: Class R
 
 
This Example is intended to help contract owners compare the cost of investing in the contract with the cost of investing in other variable annuity contracts.  These costs include contract owner transaction expenses, contract fees, variable account annual expenses, and underlying mutual fund fees and expenses.  The Example does not reflect premium taxes or Short-Term Trading Fees which, if reflected, would result in higher expenses.
 
The Example assumes:
·
a $10,000 investment in the contract for the time periods indicated;
·
a 5% return each year;
·
the maximum and the minimum fees and expenses of any of the underlying mutual funds;
·
the 7 year CDSC schedule; and
·
the total variable account charges associated with the most expensive combination of optional benefits (3.95%).
 
For those contracts that do not elect the most expensive combination of optional benefits, the expenses would be lower.
 
 
If you surrender your contract
at the end of the applicable
time period
If you do not
surrender
your contract
If you annuitize your contract
at the end of the applicable
time period
 
1 Yr.
3 Yrs.
5 Yrs.
10 Yrs.
1 Yr.
3 Yrs.
5 Yrs.
10 Yrs.
1 Yr.
3 Yrs.
5 Yrs.
10 Yrs.
Maximum Total Underlying Mutual Fund Operating Expenses (1.35%)
1,152
2,085
3,006
5,426
557
1,660
2,751
5,426
*
1,660
2,751
5,426
Minimum Total Underlying Mutual Fund Operating Expenses (0.27%)
1,038
1,762
2,496
4,546
443
1,337
2,241
4,546
*
1,337
2,241
4,546
 
*The contracts sold under this prospectus do not permit annuitization during the first two contract years.
 

 
The contracts described in this prospectus are modified single purchase payment contracts.  The contracts may be issued as either individual or group contracts.  In those states where contracts are issued as group contracts, references throughout this prospectus to "contract(s)" will also mean "certificate(s)" and "contract owner" will mean "participant."
 
The contracts can be categorized as:
·
Charitable Remainder Trusts;
·
Individual Retirement Annuities ("IRAs") with contributions rolled over or transferred from certain tax-qualified plans*;
·
Investment-only Contracts (Qualified Plans);
·
Non-Qualified Contracts;
·
Roth IRAs;
·
Simplified Employee Pension IRAs ("SEP IRAs");
·
Simple IRAs; and
·
Tax Sheltered Annuities with contributions rolled over or transferred from other Tax Sheltered Annuity plans*.
 
*Contributions are not required to be rolled over or transferred if the contract owner elects the Reduced Purchase Payment Option.
 
For more detailed information with regard to the differences in contract types, please see "Types of Contracts" in Appendix C.
 
 
Contract
Type
Minimum Initial Purchase Payment
Minimum Subsequent Payments
Charitable Remainder Trust
$15,000
$1,000
IRA
$15,000
$1,000
Investment-only
$15,000
$1,000
Non-Qualified
$15,000
$1,000
Roth IRA
$15,000
$1,000
SEP IRA
$15,000
$1,000
Simple IRA
$15,000
$1,000
Tax Sheltered Annuity
$15,000
$1,000
 
If the contract owner elects the Reduced Purchase Payment Option at the time of application, minimum initial and subsequent purchase payments will be reduced accordingly.
 
If the contract owner elects the Extra Value Option, amounts credited to the contract in excess of total purchase payments

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may not be used to meet the minimum initial and subsequent purchase payment requirements.
 
Guaranteed Term Options
 
Guaranteed Term Options are separate investment options under the contract.  The minimum amount that may be allocated to a Guaranteed Term Option is $1,000.
 
 
The annuity described in this prospectus is intended to provide benefits to a single individual and his/her beneficiaries.  It is not intended to be used:
 
·
by institutional investors;
 
·
in connection with other Nationwide contracts that have the same annuitant; or
 
·
in connection with other Nationwide contracts that have different annuitants, but the same contract owner.
 
By providing these annuity benefits, Nationwide assumes certain risks.  If Nationwide determines that the risks it intended to assume in issuing the contract have been altered by misusing the contract as described above, Nationwide reserves the right to take any action it deems necessary to reduce or eliminate the altered risk, including, but not limited to, rescinding the contract and returning the contract value (less any applicable Contingent Deferred Sales Charge and/or market value adjustment).  Nationwide also reserves the right to take any action it deems necessary to reduce or eliminate altered risk resulting from materially false, misleading, incomplete or otherwise deficient information provided by the contract owner.
 
 
Mortality and Expense Risk Charge
 
Nationwide deducts a Mortality and Expense Risk Charge equal to an annualized rate of 0.95% of the daily net assets of the variable account.  Nationwide assesses this charge in return for bearing certain mortality and expense risks, and for administrative expenses.
 
Contingent Deferred Sales Charge
 
Nationwide does not deduct a sales charge from purchase payments upon deposit into the contract.  However, Nationwide may deduct a CDSC if any amount is withdrawn from the contract.  This CDSC reimburses Nationwide for sales expenses.  The amount of the CDSC will not exceed 7% of purchase payments surrendered.
 
CDSC Options
 
There are several CDSC options that are available to contract owners at the time of application.  Each CDSC option has different characteristics and costs.  The annual charge associated with each option is charged as a percentage of the daily net assets of the variable account.  They are as follows:
 

 
Option
Contract Type
Annual Charge
Five Year CDSC Option
All*
0.15%
Additional Withdrawal Without Charge and Disability Waiver
All
0.10%
10 Year and Disability Waiver
Tax Sheltered Annuities
0.05%
Hardship Waiver
Tax Sheltered Annuities
0.15%
*In the State of New York, this option is available only for contracts issued as Roth IRAs and is not available when the Extra Value Option is elected.
 
Reduced Purchase Payment Option
 
A Reduced Purchase Payment Option is available at the time of application.  If the contract owner elects this option, Nationwide will reduce the minimum initial purchase payment to $1,000 and subsequent purchase payments to $25.  In return for this reduction, Nationwide will deduct an additional charge at an annualized rate of 0.25% of the daily net assets of the variable account.  This option is not available for contracts issued as Investment-only Contracts.
 
Death Benefit Options
 
In lieu of the standard death benefit, an applicant may elect a death benefit option at the time of application, as follows:
 
Death Benefit Options
Charge*
One-Year Enhanced Death Benefit with Long Term Care/Nursing Home Waiver and Spousal Protection Option1
0.15%
One-Year Step Up Death Benefit Option2
0.05%
Greater of One-Year or 5% Enhanced Death Benefit with Long Term Care/Nursing Home Waiver and Spousal Protection Option3
0.20%
5% Enhanced Death Benefit Option4
0.10%
 
*The charges shown are the annualized rates charged as a percentage of the daily net assets of the variable account.
 
1The One-Year Enhanced Death Benefit with Long Term Care/Nursing Home Waiver and Spousal Protection Option is only available beginning January 2, 2001 (or a later date if state law requires).
 
2The One-Year Step Up Death Benefit Option is only available until state approval is received for the One-Year Enhanced Death Benefit with Long Term Care/Nursing Home Waiver and Spousal Protection Option.  This option may be elected along with the 5% Enhanced Death Benefit Option.  If both options are elected, the death benefit will be the greater of the two benefits.
 
3The Greater of One-Year or 5% Enhanced Death Benefit with Long Term Care/Nursing Home Waiver and Spousal Protection Option is only available beginning January 2, 2001 (or a later date if state law requires).
 
4The 5% Enhanced Death Benefit Option is only available until state approval is received for the Greater of One-Year or 5% Enhanced Death Benefit with Long Term Care/Nursing Home Waiver and Spousal Protection Option.  This option may be elected along with the One-Year Step Up Death

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Benefit Option.  If both options are elected, the death benefit will be the greater of the two benefits.
 
For more information about the standard and optional death benefits, please see the "Death Benefit Calculations" provision.
 
Guaranteed Minimum Income Benefit Options
 
For contracts issued prior to May 1, 2003, two Guaranteed Minimum Income Benefit options were available at the time of application.  If the contract owner elected one or both of the Guaranteed Minimum Income Benefit options, Nationwide will deduct an additional charge at an annualized rate of 0.45% and/or 0.30% of the daily net assets of the variable account, depending on the option(s) chosen (see "Guaranteed Minimum Income Benefit Options").
 
Extra Value Option
 
An Extra Value Option is available under the contract at the time of application.  If the contract owner elects the Extra Value Option on the application, Nationwide will apply a credit of 3% of the purchase payment(s) made during the first 12 months the contract is in force.  In exchange, Nationwide will deduct an additional charge at an annualized rate of 0.45% of the daily net assets of the variable account.  Nationwide will discontinue deducting this charge seven years from the date the contract was issued.  Additionally, allocations made to the fixed account or to the Guaranteed Term Options for the first seven contract years will be assessed a fee of 0.45%.  Any guaranteed interest rate of return for assets in the Guaranteed Term Options or in the fixed account for the first seven contract years will be lowered by 0.45% due to the assessment of this charge.
 
Under certain circumstances, Nationwide may restrict the allocation of purchase payments to the fixed account when the contract owner elects or has elected the Extra Value Option.  These restrictions may be imposed at Nationwide's sole discretion when economic conditions are such that Nationwide is unable to recoup the cost of providing the up-front Extra Value Option credits.  Once the Extra Value Option is elected, it may not be revoked (see "Extra Value Option").
 
Beneficiary Protector Option
 
A Beneficiary Protector Option is available for contracts with annuitants who are age 70 or younger at the time the option is elected.  If the contract owner of an eligible contract elects the Beneficiary Protector Option, Nationwide will deduct an additional charge at an annualized rate of 0.40% of the daily net assets of the variable account.  Additionally, allocations made to the fixed account or to the Guaranteed Term Options will be assessed a fee of 0.40%.  Any guaranteed interest rate of return for assets in the Guaranteed Term Options or in the fixed account will be lowered by 0.40% due to the assessment of this charge.  See "Beneficiary Protector Option."
 
Capital Preservation Plus Option
 
The Capital Preservation Plus Option may only be elected at the time of application.  If the contract owner or applicant elects the Capital Preservation Plus Option, Nationwide will deduct an additional charge at an annualized rate not to exceed 0.50% of the daily net assets of the variable account.  Additionally, allocations made to the Guaranteed Term Options or Target Term Options will be assessed a fee of not more than 0.50%.  Consequently, the interest rate of return credited to assets in the Guaranteed Term Options/Target Term Options will be lowered due to the assessment of this charge.
 
Charges for Optional Benefits
 
Except for the charge assessed for the Extra Value Option, upon annuitization of the contract, any amounts assessed for any optional benefits elected will be waived and only those charges applicable to the base contract will be assessed.  For contracts with the Extra Value Option, the charge for that option will be assessed for seven years from the date the contract was issued, whether the contract annuitized during that period or not.
 
 
Annuity payments begin on the annuitization date and will be based on the annuity payment option chosen prior to annuitization (see "Annuity Payment Options").  Annuity payments will generally be received within 7 to 10 days after each annuity payment date.
 
 
How a contract is taxed depends on the type of contract issued and the purpose for which the contract is purchased.  Nationwide will charge against the contract any premium taxes levied by any governmental authority (see "Federal Tax Considerations" and "Premium Taxes").
 
 
Contract owners may return the contract for any reason within ten days of receipt and Nationwide will refund the contract value or other amounts required by law (see "Right to Revoke").
 
 
Financial statements for the variable account and consolidated financial statements for Nationwide Life Insurance Company are located in the Statement of Additional Information.  A current Statement of Additional Information may be obtained, free of charge, by contacting Nationwide’s home office at the telephone number listed on page 1 of this prospectus.
 
 
The value of an accumulation unit is determined on the basis of changes in the per share value of the underlying mutual funds and the assessment of variable account charges which may vary from contract to contract (for more information on the calculation of accumulation unit values, see "Determining Variable Account Value – Valuing an Accumulation Unit").  Please refer to Appendix B for information regarding the minimum and maximum class of accumulation unit values.  All classes of accumulation unit values may be obtained, free of charge, by contacting Nationwide’s home office at the telephone number listed on page 1 of this prospectus.

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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 contracts are distributed by the general distributor, Nationwide Investment Services Corporation ("NISC"), One Nationwide Plaza, Columbus, Ohio 43215.  NISC is a wholly owned subsidiary of Nationwide.
 
 
 
Nationwide Variable Account-9 is a variable account that invests in the underlying mutual funds listed in Appendix A.  Nationwide established the variable account on May 22, 1997, pursuant to Ohio law.  Although the variable account is registered with the SEC as a unit investment trust pursuant to the Investment Company Act of 1940 ("1940 Act"), the SEC does not supervise the management of Nationwide or the variable account.
 
Income, gains, and losses credited to, or charged against, the variable account reflect the variable account’s own investment experience and not the investment experience of Nationwide’s other assets.  The variable account’s assets are held separately from Nationwide’s assets and are not chargeable with liabilities incurred in any other business of Nationwide.  Nationwide is obligated to pay all amounts promised to contract owners under the contracts.
 
The variable account is divided into sub-accounts, each corresponding to a single underlying mutual fund.  Nationwide uses the assets of each sub-account to buy shares of the underlying mutual funds based on contract owner instructions.
 
Each underlying mutual fund’s prospectus contains more detailed information about that fund.  Prospectuses for the underlying mutual funds should be read in conjunction with this prospectus.
 
Underlying mutual funds in the variable account are NOT publicly traded mutual funds.  They are only available as investment options in variable life insurance policies or variable annuity contracts issued by life insurance companies, or in some cases, through participation in certain qualified pension or retirement plans.
 
The investment advisers of the underlying mutual funds may manage publicly traded mutual funds with similar names and investment objectives.  However, the underlying mutual funds are NOT directly related to any publicly traded mutual fund.  Contract owners should not compare the performance of a publicly traded fund with the performance of underlying mutual funds participating in the variable account.  The performance of the underlying mutual funds could differ substantially from that of any publicly traded funds.
 
The particular underlying mutual funds available under the contract may change from time to time.  Specifically, underlying mutual funds or underlying mutual fund share classes that are currently available may be removed or closed off to future investment.  New underlying mutual funds or new share classes of currently available underlying mutual funds may be added.  Contract owners will receive notice of any such changes that affect their contract.  Additionally, not all of the underlying mutual funds listed above are available in every state.
 
In the future, additional underlying mutual funds managed by certain financial institutions, brokerage firms or their affiliates may be added to the variable account.  These additional underlying mutual funds may be offered exclusively to purchasing customers of the particular financial institution or brokerage firm, or through other exclusive distribution arrangements.
 
Voting Rights
 
Contract owners who have allocated assets to the underlying mutual funds are entitled to certain voting rights.  Nationwide will vote contract owner shares at special shareholder meetings based on contract owner instructions.  However, if the law changes and Nationwide is allowed to vote in its own right, it may elect to do so.
 
Contract owners with voting interests in an underlying mutual fund will be notified of issues requiring the shareholders’ vote as soon as possible before the shareholder meeting.  Notification will contain proxy materials and a form with which to give Nationwide voting instructions.  Nationwide will vote shares for which no instructions are received in the same proportion as those that are received.  What this means to you is that when only a small number of contract owners vote, each vote has a greater impact on the outcome.
 
The number of shares which a contract owner may vote is determined by dividing the cash value of the amount they have allocated to an underlying mutual fund by the net asset value of that underlying mutual fund.  Nationwide will designate a date for this determination not more than 90 days before the shareholder meeting.
 
Material Conflicts
 
The underlying mutual funds may be offered through separate accounts of other insurance companies, as well as through other separate accounts of Nationwide.  Nationwide does not anticipate any disadvantages to this.  However, it is possible that a conflict may arise between the interests of the variable account and one or more of the other separate accounts in which these underlying mutual funds participate.

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Material conflicts may occur due to a change in law affecting the operations of variable life insurance policies and variable annuity contracts, or differences in the voting instructions of the contract owners and those of other companies.  If a material conflict occurs, Nationwide will take whatever steps are necessary to protect contract owners and variable annuity payees, including withdrawal of the variable account from participation in the underlying mutual fund(s) involved in the conflict.
 
Substitution of Securities
 
Nationwide may substitute, eliminate, or combine shares of another underlying mutual fund for shares already purchased or to be purchased in the future if either of the following occurs:
 
(1)
shares of a current underlying mutual fund are no longer available for investment; or
 
(2)
further investment in an underlying mutual fund is inappropriate.
 
No substitution, elimination, or combination of shares may take place without the prior approval of the SEC.
 
 
Guaranteed Term Options ("GTOs") are separate investment options under the contract.  The minimum amount that may be allocated to a GTO is $1,000. Allocations to a Guaranteed Term Option are held in a separate account, established by Nationwide pursuant to Ohio law, to aid in the reserving and accounting for Guaranteed Term Option obligations.  The separate account's assets are held separately from Nationwide's other assets and are not chargeable with liabilities incurred in any other business of Nationwide.  However, the general assets of Nationwide are available for the purpose of meeting the guarantees of any Guaranteed Term Option, subject to Nationwide's claims-paying ability.  A Guaranteed Term Option prospectus should be read along with this prospectus.
 
Guaranteed Term Options provide a guaranteed rate of interest over four different maturity durations:  three (3), five (5), seven (7) or ten (10) years.  Note:  The guaranteed term may last for up to 3 months beyond the 3, 5, 7, or 10-year period since every guaranteed term will end on the final day of a calendar quarter.
 
For the duration selected, Nationwide will declare a guaranteed interest rate. The guaranteed interest rate will be credited to amounts allocated to the Guaranteed Term Option(s) unless a distribution is taken before the maturity date.  If a distribution occurs before the maturity date, the amount distributed will be subject to a market value adjustment.  A market value adjustment can increase or decrease the amount distributed depending on fluctuations in constant maturity treasury rates.  No market value adjustment will be applied if Guaranteed Term Option allocations are held to maturity.
 
Because a market value adjustment can affect the value of a distribution, its effects should be carefully considered before surrendering or transferring from Guaranteed Term Options.  Please refer to the prospectus for the Guaranteed Term Options for further information.
 
For contract owners that elect the Extra Value Option, allocations made to the Guaranteed Term Options for the first seven contract years will be assessed a fee of 0.45%.  Consequently, any guaranteed interest rate of return for assets in the Guaranteed Term Options for the first seven contract years will be lowered by 0.45% due to the assessment of this charge.
 
For contract owners that elect the Beneficiary Protector Option, allocations made to the Guaranteed Term Options will be assessed a fee of 0.40%.  Consequently, any guaranteed rate of return for assets in the Guaranteed Term Options will be lowered by 0.40% due to the assessment of this charge.
 
For contract owners that elect the Capital Preservation Plus Option, allocations made to the Guaranteed Term Options will be assessed a fee of 0.50%.  Consequently, the interest rate of return credited to assets in the Guaranteed Term Options will be lowered by 0.50% due to the assessment of this charge.
 
Guaranteed Term Options are available only during the accumulation phase of a contract.  They are not available after the annuitization date.  In addition, Guaranteed Term Options are not available for use with asset rebalancing, dollar cost averaging, or systematic withdrawals.
 
Guaranteed Term Options may not be available in every state.
 
Target Term Options
 
Due to certain state requirements, in some state jurisdictions, Nationwide uses Target Term Options instead of Guaranteed Term Options in connection with the Capital Preservation Plus Option.  Target Term Options are not available separate from the Capital Preservation Plus Option.
 
For all material purposes, Guaranteed Term Options and Target Term Options are the same.  Target Term Options are managed and administered identically to Guaranteed Term Options.  The distinction is that the interest rate associated with Target Term Options is not guaranteed as it is in Guaranteed Term Options.  However, because the options are managed and administered identically, the result to the investor is the same.
 
All references in this prospectus to Guaranteed Term Options in connection with the Capital Preservation Plus Option will also mean Target Term Options (in applicable jurisdictions).  Please refer to the prospectus for the Guaranteed Term Options/Target Term Options for more information.
 
 
The fixed account is an investment option that is funded by assets of Nationwide’s general account.  The general account contains all of Nationwide’s assets other than those in this and other Nationwide separate accounts and is used to support Nationwide’s annuity and insurance obligations.  The general account is not subject to the same laws as the variable account and the SEC has not reviewed material in this prospectus relating to the fixed account.
 
Purchase payments will be allocated to the fixed account by election of the contract owner.  Nationwide reserves the right

14


 
to limit or refuse purchase payments and/or transfers allocated to the fixed account at its sole discretion.  Generally, Nationwide will invoke this right when interest rates are low by historical standards.
 
Under certain circumstances, Nationwide may restrict the allocation of purchase payments to the fixed account when the contract owner elects or has elected the Extra Value Option.  These restrictions may be imposed at Nationwide's sole discretion when economic conditions are such that Nationwide is unable to recoup the cost of providing the up-front Extra Value Option credits.  The investment income earned by the fixed account will be allocated to the contracts at varying guaranteed interest rate(s) depending on the following categories of fixed account allocations:
 
·
New Money Rate– The rate credited on the fixed account allocation when the contract is purchased or when subsequent purchase payments are made.  Subsequent purchase payments may receive different New Money Rates than the rate when the contract was issued, since the New Money Rate is subject to change based on market conditions.
 
·
Variable Account to Fixed Rate– Allocations transferred from any of the underlying investment options in the variable account to the fixed account may receive a different rate.  The rate may be lower than the New Money Rate.  There may be limits on the amount and frequency of movements from the variable account to the fixed account.
 
·
Renewal Rate– The rate available for maturing fixed account allocations that are entering a new guarantee period.  The contract owner will be notified of this rate in a letter issued with the quarterly statements when any of the money in the contract owner’s fixed account matures.  At that time, the contract owner will have an opportunity to leave the money in the fixed account and receive the Renewal Rate or the contract owner can move the money to any of the other underlying mutual fund options.
 
·
Dollar Cost Averaging Rate– From time to time, Nationwide may offer a more favorable rate for an initial purchase payment into a new contract when used in conjunction with a dollar cost averaging program.
 
All of these rates are subject to change on a daily basis; however, once applied to the fixed account, the interest rates are guaranteed until the end of the calendar quarter during which the12 month anniversary of the fixed account allocation occurs.  If contract value is allocated to the fixed account and the contract owner subsequently elects the Capital Preservation Plus Option, the current fixed account interest rate guarantee period will terminate.  If such contract owner allocates all or part of the Non-Guaranteed Term Option component of the Capital Preservation Plus Option to the fixed account, the allocation will be credited interest at the then current Renewal Rate and a new fixed account interest rate guarantee period will begin.
 
Credited interest rates are annualized rates – the effective yield of interest over a one-year period.  Interest is credited to each contract on a daily basis.  As a result, the credited interest rate is compounded daily to achieve the stated effective yield.
 
The guaranteed rate for any purchase payment will be effective for not less than twelve months.  Nationwide guarantees that the rate will not be less than the minimum interest rate required by applicable state law.
 
Any interest in excess of the minimum interest rate required by applicable state law will be credited to fixed account allocations at Nationwide’s sole discretion.  The contract owner assumes the risk that interest credited to fixed account allocations may not exceed the minimum interest rate required by applicable state law for any given year.
 
Nationwide guarantees that the fixed account contract value will not be less than the amount of the purchase payments allocated to the fixed account, plus interest credited as described above, less any surrenders and any applicable charges including CDSC.
 
Charges Assessed for Certain Contract Options
 
All guaranteed interest rates credited to the fixed account will be determined as described above.  Based on the criteria listed above, it is possible for a contract with various optional benefits to receive the same guaranteed rate of interest as a contract with no optional benefits.  However, for contract owners that elect the Extra Value Option and/or the Beneficiary Protector Option, a charge for each option is assessed to assets in the Fixed Account.  Consequently, even though the guaranteed interest rate credited does not change, the charge assessed for the optional benefit will result in investment returns lower than the interest rate credited, as specified below.
 
For contract owners that elect the Extra Value Option, payments or transfers made to the fixed account will, for the first seven contract years, be assessed a fee of 0.45%.  Consequently, any guaranteed interest rate of return for assets in the fixed account will be lowered by 0.45% due to the assessment of this charge.
 
For contract owners that elect, or have elected, the Beneficiary Protector Option, payments or transfers made to the fixed account will be assessed a fee of 0.40%.  Consequently, any guaranteed interest rate of return for assets in the fixed account will be lowered by 0.40% due to the assessment of this charge.
 
Although there is a fee assessed to the assets in the fixed account for contract options listed above, Nationwide guarantees that the guaranteed interest rate credited to any assets in the fixed account will never be less than the minimum interest rate required by applicable state law for any given year.
 
 
Variable annuities are complex investment products with unique benefits and advantages that may be particularly useful in meeting long-term savings and retirement needs.  There are costs and charges associated with these benefits and advantages – costs and charges that are different, or do not exist at all, within other investment products.  With help from

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financial consultants and advisers, investors are encouraged to compare and contrast the costs and benefits of the variable annuity described in this prospectus against those of other investment products, especially other variable annuity and variable life insurance products offered by Nationwide and its affiliates.
 
Nationwide offers a wide array of such products, many with different charges, benefit features and underlying investment options.  This process of comparison and analysis should aid in determining whether the purchase of the contract described in this prospectus is consistent with your investment objectives, risk tolerance, investment time horizon, marital status, tax situation and other personal characteristics and needs.  Not all benefits, programs, features and investment options described in this prospectus are available or approved for use in every state.
 
If Nationwide discovers that the risk it intended to assume in issuing the contract has been altered by any of the following, then Nationwide reserves the right to take any action it deems necessary to mitigate or eliminate the altered risk including, but not limited to, rescinding the contract and returning the contract value (less any market value adjustment):
 
·
Information provided by the contract owner(s) is materially false, misleading, incomplete or otherwise deficient;
 
·
The contract is being used with other contracts issued by Nationwide to cover a single life (the cumulative total of all purchase payments under the contract on the life of any one annuitant cannot exceed $1,000,000 without Nationwide's prior consent);
 
·
When a series of Nationwide contracts with different annuitants have the same unitary control or ownership;
 
·
The contract is being used by an institutional investor.
 
Failure by Nationwide to detect, mitigate or eliminate such altered risk(s) does not act as a waiver of Nationwide’s rights and does not stop Nationwide from asserting its rights at any future date.
 
In order to comply with the USA Patriot Act and rules promulgated thereunder, Nationwide has implemented procedures designed to prevent contracts described in this prospectus from being used to facilitate money laundering or the financing of terrorist activities.  If this contract is purchased to replace another variable annuity, be aware that the mortality tables used to determine the amount of annuity payments may be less favorable than those in the contract being replaced.
 
These contracts are offered to customers of various financial institutions and brokerage firms.  The individual financial institution or brokerage firm may limit the availability of certain features or optional benefits in accordance with their internal policies.  No financial institution or brokerage firm is responsible for the guarantees under the contracts.  Guarantees under the contracts are the sole responsibility of Nationwide.
 
In general, deferred variable annuities are long-term investments; they are not intended as short-term investments.  Accordingly, Nationwide has designed the contract to offer features, pricing, and investment options that encourage long-term ownership.  It is very important that contract owners and prospective contract owners understand all the costs associated with owning a contract, and if and how those costs change during the lifetime of the contract.  Contract and optional charges may not be the same in later contract years as they are in early contract years.  The various contract and optional benefit charges are assessed in order to compensate Nationwide for administrative services, distribution and operational expenses, and assumed actuarial risks associated with the contract.
 
Following is a discussion of some relevant factors that may be of particular interest to prospective investors.
 
 
Nationwide pays commissions to the firms that sell the contracts.  The maximum gross commission that Nationwide will pay on the sale of the contracts is 6.5% of purchase payments.  Note that the individual registered representatives typically receive only a portion of this amount; the remainder is retained by the firm.  Nationwide may also, instead of a premium-based commission, pay an asset-based commission (sometimes referred to as "trails" or "residuals"), or a combination of the two.
 
In addition to or partially in lieu of commission, Nationwide may also pay the selling firms a marketing allowance, which is based on the firm’s ability and demonstrated willingness to promote and market Nationwide's products.  How any marketing allowance is spent is determined by the firm, but generally will be used to finance firm activities that may contribute to the promotion and marketing of Nationwide's products.  For more information on the exact compensation arrangement associated with this contract, please consult your registered representative.
 
 
Nationwide’s Relationship with the Underlying Mutual Funds
 
The underlying mutual funds incur expenses each time they sell, administer, or redeem their shares.  The variable account aggregates contract owner purchase, redemption, and transfer requests and submits net or aggregated purchase/redemption requests to each underlying mutual fund daily.   The variable account (not the contract owners) is the underlying mutual fund shareholder.  When the variable account aggregates transactions, the underlying mutual fund does not incur the expense of processing individual transactions it would normally incur if it sold its shares directly to the public.  Nationwide incurs these expenses instead.
 
Nationwide also incurs the distribution costs of selling the contract (as discussed above), which benefit the underlying mutual funds by providing contract owners with sub-account options that correspond to the underlying mutual funds.
 
An investment adviser or subadviser of an underlying mutual fund or its affiliates may provide Nationwide or its affiliates with wholesaling services that assist in the distribution of the contract and may pay Nationwide or its affiliates to participate in educational and/or marketing activities.  These activities

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may provide the adviser or subadviser (or their affiliates) with increased exposure to persons involved in the distribution of the contract.
 
Types of Payments Nationwide Receives
 
In light of the above, the underlying mutual funds and their affiliates make certain payments to Nationwide or its affiliates (the “payments”).  The amount of these payments is typically based on a percentage of assets invested in the underlying mutual funds attributable to the contracts and other variable contracts Nationwide and its affiliates issue, but in some cases may involve a flat fee.  These payments may be used by us for any corporate purpose, which include reducing the prices of the contracts, paying expenses that Nationwide or its affiliates incur in promoting, marketing, and administering the contracts and the underlying mutual funds, and achieving a profit.
 
Nationwide or its affiliates receive the following types of payments:
 
 
·
Underlying mutual fund 12b-1 fees, which are deducted from underlying mutual fund assets;
 
 
·
Sub-transfer agent fees or fees pursuant to administrative service plans adopted by the underlying mutual fund, which may be deducted from underlying mutual fund assets; and
 
 
·
Payments by an underlying mutual fund’s adviser or subadviser (or its affiliates).  Such payments may be derived, in whole or in part, from the advisory fee, which is deducted from underlying mutual fund assets and is reflected in mutual fund charges.
 
Furthermore, Nationwide benefits from assets invested in Nationwide’s affiliated underlying mutual funds (i.e., Nationwide Variable Insurance Trust) because its affiliates also receive compensation from the underlying mutual funds for investment advisory, administrative, transfer agency, distribution, and/or other services.  Thus, Nationwide may receive more revenue with respect to affiliated underlying mutual funds than unaffiliated underlying mutual funds.
 
Nationwide took into consideration the anticipated payments from the underlying mutual funds when we determined the charges imposed under the contracts (apart from fees and expenses imposed by the underlying mutual funds).  Without these payments, Nationwide would have imposed higher charges under the contract.
 
Amount of Payments Nationwide Receives
 
For the year ended December 31, 2006, the underlying mutual fund payments Nationwide and its affiliates received from the underlying mutual funds did not exceed 0.65% (as a percentage of the average daily net assets invested in the underlying mutual funds) offered through this contract or other variable contracts that Nationwide and its affiliates issue.  Payments from investment advisers or subadvisers to participate in educational and/or marketing activities have not been taken into account in this percentage.
 
Most underlying mutual funds or their affiliates have agreed to make payments to Nationwide or its affiliates, although the applicable percentages may vary from underlying mutual fund to underlying mutual fund and some may not make any payments at all.  Because the amount of the actual payments Nationwide and its affiliates receive depends on the assets of the underlying mutual funds attributable to the contract, Nationwide and its affiliates may receive higher payments from underlying mutual funds with lower percentages (but greater assets) than from underlying mutual funds that have higher percentages (but fewer assets).
 
For additional information related to amount of payments Nationwide receives, go to www.nationwide.com.
 
Identification of Underlying Mutual Funds
 
Nationwide may consider several criteria when identifying the underlying mutual funds, including some or all of the following:  investment objectives, investment process, investment performance, risk characteristics, investment capabilities, experience and resources, investment consistency, and fund expenses.  Another factor Nationwide considers during the identification process is whether the underlying mutual fund’s adviser or subadviser is one of our affiliates or whether the underlying mutual fund, its adviser, its subadviser(s), or an affiliate will make payments to us or our affiliates.
 
There may be underlying mutual funds with lower fees, as well as other variable contracts that offer underlying mutual funds with lower fees.  You should consider all of the fees and charges of the contract in relation to its features and benefits when making your decision to invest.  Please note that higher contract and underlying mutual fund fees and charges have a direct effect on your investment performance.
 
 
Nationwide does consider profitability when determining the charges in the contract.  In early contract years, Nationwide does not anticipate earning a profit, since that is a time when administrative and distribution expenses are typically higher.  Nationwide does, however, anticipate earning a profit in later contract years.  In general, Nationwide's profit will be greater the higher the investment return and the longer the contract is held.
 
 
Mortality and Expense Risk Charge
 
Nationwide deducts a Mortality and Expense Risk Charge from the variable account.  This amount is computed on a daily basis and is equal to an annualized rate of 0.95% of the daily net assets of the variable account.
 
The Mortality Risk Charge compensates Nationwide for guaranteeing the annuity purchase rates of the contracts.  This guarantee ensures that the annuity purchase rates will not change regardless of the death rates of annuity payees or the general population.  The Mortality Risk Charge also compensates Nationwide for risks assumed in connection with the standard death benefit, but only partially compensates Nationwide in connection with the optional death benefits, for which there are separate charges.

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The Expense Risk Charge compensates Nationwide for guaranteeing that charges will not increase regardless of actual expenses.
 
If the Mortality and Expense Risk Charge is insufficient to cover actual expenses, the loss is borne by Nationwide.  Nationwide may realize a profit from this charge.
 
 
No sales charge deduction is made from the purchase payments when amounts are deposited into the contracts.  However, if any part of the contract is surrendered, Nationwide will deduct a CDSC. The CDSC will not exceed 7% of purchase payments surrendered.
 
The CDSC is calculated by multiplying the applicable CDSC percentage (noted below) by the amount of purchase payments surrendered.
 
For purposes of calculating the CDSC, surrenders are considered to come first from the oldest purchase payment made to the contract, then the next oldest purchase payment, and so forth.  Earnings are not subject to the CDSC, but may not be distributed prior to the distribution of all purchase payments.  (For tax purposes, a surrender is usually treated as a withdrawal of earnings first.)
 
The CDSC applies as follows:
 
Number of Completed Years from Date of Purchase Payment
CDSC
Percentage
0
7%
1
7%
2
6%
3
5%
4
4%
5
3%
6
2%
7
0%
 
The CDSC is used to cover sales expenses, including commissions, production of sales material, and other promotional expenses.  If expenses are greater than the CDSC, the shortfall will be made up from Nationwide’s general assets, which may indirectly include portions of the variable account charges, since Nationwide may generate a profit from these charges.
 
All or a portion of any withdrawal may be subject to federal income taxes.  Contract owners taking withdrawals before age 59½ may be subject to a 10% penalty tax.
 
Waiver of Contingent Deferred Sales Charge
 
Each contract year, the contract owner may withdraw without a CDSC the greater of:
 
(a)
10% of all purchase payments (15% of all purchase payments made to the contract if the contract owner elected the Additional Withdrawal Without Charge and Disability Waiver); or
 
(b)
any amount withdrawn to meet minimum distribution requirements under the Internal Revenue Code.
 
This CDSC-free privilege is non-cumulative.  Free amounts not taken during any given contract year cannot be taken as free amounts in a subsequent contract year.
 
In addition, no CDSC will be deducted:
 
(1)
upon the annuitization of contracts which have been in force for at least two years;
 
(2)
upon payment of a death benefit;
 
(3)
from any values which have been held under a contract for at least 7 years (5 years if the 5 year CDSC is elected); or
 
(4)
if the contract owner elected an optional death benefit (not the standard death benefit) and the conditions described in the "Long-Term Care/Nursing Home Waiver Option" section of the "Death Benefit Calculation" provision are met.
 
No CDSC applies to transfers among sub-accounts or between or among the Guaranteed Term Options, the fixed account, or the variable account.
 
A contract held by a Charitable Remainder Trust (within the meaning of Internal Revenue Code Section 664) may withdraw CDSC-free the greater of (a) or (b), where:
 
(a)
is the amount which would otherwise be available for withdrawal without a CDSC; and
 
(b)
is the difference between the total purchase payments made to the contract as of the date of the withdrawal (reduced by previous withdrawals) and the contract value at the close of the day prior to the date of the withdrawal.
 
The CDSC will not be eliminated if to do so would be unfairly discriminatory or prohibited by state law.
 
This contract is not designed for and does not support active trading strategies.  In order to protect investors in this contract that do not utilize such strategies, Nationwide may initiate certain exchange offers intended to provide contract owners that meet certain criteria with an alternate variable annuity designed to accommodate active trading.  If this contract is exchanged as part of an exchange offer, the exchange will be made on the basis of the relative net asset values of the exchanged contract.  Furthermore, no CDSC will be assessed on the exchanged assets and Nationwide will "tack" the contract’s CDSC schedule onto the new contract.  This means that the CDSC schedule will not start anew on the exchanged assets in the new contract; rather, the CDSC schedule from the exchanged contract will be applied to the exchanged assets both in terms of percentages and the number of completed contract years.  This enables the contract owner to exchange into the new contract without having to start a new CDSC schedule on exchanged assets.  However, if subsequent purchase payments are made to the new contract, they will be subject to any applicable CDSC schedule that is part of the new contract.
 
 
Nationwide will charge against the contract value any premium taxes levied by a state or other government entity.  Premium tax rates currently range from 0% to 5.0%.  This range is subject to change.  The method used to assess

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premium tax will be determined by Nationwide at its sole discretion in compliance with state law.
 
If applicable, Nationwide will deduct premium taxes from the contract either at:
 
(1)
the time the contract is surrendered;
 
(2)
annuitization; or
 
(3)
such earlier date as Nationwide becomes subject to premium taxes.
 
Premium taxes may be deducted from death benefit proceeds.
 
 
Some underlying mutual funds may assess (or reserve the right to assess) a short-term trading fee in connection with transfers from a sub-account that occur within 60 days after the date of allocation to the sub-account.
 
Short-term trading fees are intended to compensate the underlying mutual fund (and contract owners with interests allocated in the underlying mutual fund) for the negative impact on fund performance that may result from frequent, short-term trading strategies.  Short-term trading fees are not intended to affect the large majority of contract owners not engaged in such strategies.
 
Any short-term trading fee assessed by any underlying mutual fund available in conjunction with the contracts described in this prospectus will equal 1% of the amount determined to be engaged in short-term trading.  Short-term trading fees will only apply to those sub-accounts corresponding to underlying mutual funds that charge such fees (see the underlying mutual fund prospectus).  Any short-term trading fees paid are retained by the underlying mutual fund, not by Nationwide, and are part of the underlying mutual fund’s assets.  Contract owners are responsible for monitoring the length of time allocations are held in any particular underlying mutual fund.  Nationwide will not provide advance notice of the assessment of any applicable short-term trading fee.
 
For a complete list of the underlying mutual funds offered under the contract that assess (or reserve the right to assess) a short-term trading fee, please see "Underlying Mutual Fund Annual Expenses" earlier in this prospectus.
 
If a short-term trading fee is assessed, the underlying mutual fund will charge the variable account 1% of the amount determined to be engaged in short-term trading.  The variable account will then pass the short-term trading fee on to the specific contract owner that engaged in short-term trading by deducting an amount equal to the short-term trading fee from that contract owner’s sub-account value.  All such fees will be remitted to the underlying mutual fund; none of the fee proceeds will be retained by Nationwide or the variable account.
 
When multiple purchase payments (or exchanges) are made to a sub-account that is subject to short-term trading fees, transfers will be considered to be made on a first in/first out (FIFO) basis for purposes of determining short-term trading fees.  In other words, units held the longest time will be treated as being transferred first, and units held for the shortest time will be treated as being transferred last.
 
Some transactions are not subject to the short-term trading fees.  Transactions that are not subject to short-term trading fees include:
 
·
scheduled and systematic transfers, such as Dollar Cost Averaging, Asset Rebalancing, and Systematic Withdrawals;
 
·
contract loans or surrenders, including CDSC-free withdrawals;
 
·
transfers made upon annuitization of the contract;
 
·
surrenders of annuity units to make annuity payments; or
 
·
surrenders of accumulation units to pay a death benefit.
 
New share classes of certain currently available underlying mutual funds may be added as investment options under the contracts.  These new share classes may require the assessment of short-term trading or redemption fees.  When these new share classes are added, new purchase payment allocations and exchange reallocations to the underlying mutual funds in question may be limited to the new share class.
 
 
For an additional charge, the following optional benefits are available to contract owners.  Not all optional benefits are available in every state.  Unless otherwise indicated:
 
(1)
optional benefits must be elected at the time of application;
 
(2)
optional benefits, once elected, may not be terminated; and
 
(3)
the charges associated with the optional benefits will be assessed until annuitization.
 
Reduced Purchase Payment Option
 
If the contract owner chooses the Reduced Purchase Payment Option, Nationwide will deduct an additional charge equal to an annualized rate of 0.25% of the daily net assets of the variable account.  In return, the minimum initial purchase payment for that contract will be $1,000 and minimum subsequent purchase payment will be $25.  This option is not available for Investment-only Contracts.  Nationwide may realize a profit from the charge assessed for this option.
 
The contract owner may elect to terminate this option if, throughout a period of at least two years and continuing until such election, the total of all purchase payments, less surrenders is maintained at $25,000 or more.
 
The election to terminate the option must be submitted in writing on a form provided by Nationwide.  Termination of the rider will occur as of the date on the election form, and the charge for this option will no longer be assessed.  Subsequent purchase payments, if any, will be subject to the terms of the contract and must be at least $1,000.

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Five Year CDSC Option
 
For an additional charge at an annualized rate of 0.15% of the daily net assets of the variable account, the contract owner may choose the Five Year CDSC Option.
 
The Five Year CDSC Option applies as follows:
 
Number of Completed Years from Date of Purchase Payment
CDSC
Percentage
0
7%
1
7%
2
6%
3
4%
4
2%
5
0%
 
Under this option, CDSC will not exceed 7% of purchase payments surrendered.
 
For contracts issued in the State of New York, this option is available only for contracts issued as Roth IRAs and is not available when the Extra Value Option is elected.
 
Nationwide may realize a profit from the charge assessed for this option.
 
Additional Withdrawal without Charge and Disability Waiver
 
Each contract has a standard 10% CDSC-free withdrawal privilege each year.  For an additional charge at an annualized rate of 0.10% of the daily net assets of the variable account, the contract owner can withdraw an additional 5% of total purchase payments each year without incurring a CDSC.  This would allow the contract owner to withdraw a total of 15% of the total of all purchase payments each year free of CDSC.  Like the standard 10% CDSC-free privilege, this additional withdrawal benefit is non-cumulative.
 
This option also contains a disability waiver.  Nationwide will waive CDSC if a contract owner (or annuitant if the contract is owned by a non-natural owner) is disabled after the contract is issued but before reaching age 65.  If this waiver becomes effective due to disability, no additional purchase payments may be made to the contract.
 
Nationwide may realize a profit from the charge assessed for this option.
 
10 Year and Disability Waiver
 
For an additional charge at an annualized rate of 0.05% of the daily net assets of the variable account, the contract owner of a Tax Sheltered Annuity can purchase the 10 Year and Disability Waiver.  Under this option, Nationwide will waive CDSC if two conditions are met:
 
(1)
the contract owner has been the owner of the contract for 10 years; and
 
(2)
the contract owner has made regular payroll deferrals during the entire contract year for at least 5 of those 10 years.
 
This option also contains a disability waiver.  Nationwide will waive CDSC if the contract owner is disabled after the contract is issued but before reaching age 65.  If this waiver becomes effective due to disability, no additional purchase payments may be made to the contract.
 
Nationwide may realize a profit from the charge assessed for this option.
 
Hardship Waiver
 
For an additional charge at an annualized rate of 0.15% of the daily net assets of the variable account, the contract owner of a Tax Sheltered Annuity can purchase the Hardship Waiver.  Under this option, Nationwide will waive CDSC if the contract owner experiences a hardship (as defined for purposes of Internal Revenue Code Section (401(k)).  The contract owner may be required to provide proof of hardship.
 
If this waiver becomes effective, no additional purchase payments may be made to the contract.
 
Nationwide may realize a profit from the charge assessed for this option.
 
 
The following death benefit options are available with the contracts.  Not all of the death benefit options may be available in every state.  Nationwide may realize a profit from the charges assessed for these options.
 
For more information about the standard and optional death benefits, please see the "Death Benefit Payment" provision.
 
One-Year Enhanced Death Benefit with Long-Term Care/Nursing Home Waiver and Spousal Protection Option
 
Beginning January 2, 2001 (or a later date if state law requires), an applicant can elect the One-Year Enhanced Death Benefit with Long-Term Care/Nursing Home Waiver and Spousal Protection Option for an additional charge at an annualized rate of 0.15% of the daily net assets of the variable account.
 
This death benefit option includes a Long-Term Care/Nursing Home Waiver and a Spousal Protection Feature, which, along with the specifics of this death benefit option, are discussed the "Death Benefit Payment" provision.
 
One-Year Step Up Death Benefit Option
 
Until state approval is received for the One-Year Enhanced Death Benefit with Long-Term Care/Nursing Home Waiver and Spousal Protection Option, applicants can elect the One-Year Step Up Death Benefit Option for an additional charge at an annualized rate of 0.05% of the daily net assets of the variable account.
 
This death benefit option includes a Long-Term Care/Nursing Home Waiver, which, along with the specifics of this death benefit option, is discussed in the "Death Benefit Payment" provision.
 
This death benefit option may be elected along with the 5% Enhanced Death Benefit Option, in which case the death benefit will be the greater of the two benefits.

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Greater of One-Year or 5% Enhanced Death Benefit with Long-Term Care/Nursing Home Waiver and Spousal Protection Option
 
Beginning January 2, 2001 (or a later date if state law requires), an applicant can elect the Greater of One-Year or 5% Enhanced Death Benefit with Long-Term Care/Nursing Home Waiver and Spousal Protection Option for an additional charge at an annualized rate of 0.20% of the daily net assets of the variable account.
 
This death benefit option includes a Long-Term Care/Nursing Home Waiver and a Spousal Protection Feature, which, along with the specifics of this death benefit option, are discussed in the "Death Benefit Payment" provision.
 
5% Enhanced Death Benefit Option
 
Until state approval is received for the Greater of One-Year or 5% Enhanced Death Benefit with Long-Term Care/Nursing Home Waiver and Spousal Protection Option, applicants can elect the 5% Enhanced Death Benefit Option for an additional charge at an annualized rate of 0.10% of the daily net assets of the variable account.
 
This death benefit option includes a Long-Term Care/Nursing Home Waiver, which, along with the specifics of this death benefit option, is discussed in the "Death Benefit Payment" provision.
 
This death benefit option may be elected along with the One-Year Step Up Death Benefit Option, in which case the death benefit will be the greater of the two benefits.
 
 
For contracts issued prior to May 1, 2003, the contract owner could have purchased one or both of the Guaranteed Minimum Income Benefit Options at the time of application.  If elected, Nationwide will deduct an additional charge at an annualized rate of 0.45% and/or 0.30% of the daily net assets of the variable account, depending on the options chosen.  Nationwide may realize a profit from the charges assessed for these options.
 
Guaranteed Minimum Income Benefit options provide for a minimum guaranteed value that may replace the contract value as the amount to be annuitized under certain circumstances.  A Guaranteed Minimum Income Benefit may afford protection against unfavorable investment performance.
 
 
Applicants should be aware of the following prior to electing the Extra Value Option:
 
(1)
Nationwide may make a profit from the Extra Value Option charge.
 
(2)
Because the Extra Value Option charge will be assessed against the entire contract value for the first 7 contract years, contract owners who anticipate making additional purchase payments after the first contract year (which will not receive the bonus credit but will be assessed the Extra Value Option charge) should carefully examine the Extra Value Option and consult their financial adviser regarding its desirability.
 
(3)
Nationwide may take back or "recapture" all or part of the amount credited under the Extra Value Option in the event of early surrenders, including revocation of the contract during the contractual free-look period.
 
(4)
If the market declines during the period that the bonus credits are subject to recapture, the amount subject to recapture could decrease the amount of contract available for surrender.
 
(5)
The cost of the Extra Value Option and the recapture of the credits (in the event of a surrender) could exceed any benefit of receiving the Extra Value Option credits.
 
(6)
Under certain circumstances, Nationwide may restrict the allocation of purchase payments to the fixed account when the contract owner elects or has elected the Extra Value Option.  These restrictions may be imposed at Nationwide's discretion when economic conditions are such that Nationwide is unable to recoup the cost of providing the up-front Extra Value Option credits.
 
For an additional charge at an annualized rate of 0.45% of the daily net assets of the variable account, the contract owner can purchase an Extra Value Option at the time of application.  Nationwide may reduce this charge.
 
Allocations made to the fixed account or to the Guaranteed Term Options for the first seven contract years will be assessed a fee of 0.45%.  Consequently, any guaranteed interest rate of return for assets in the Guaranteed Term Options or in the fixed account for the first seven contract years will be lowered by 0.45% due to the assessment of this charge.
 
In exchange, Nationwide will apply a credit of 3% of the purchase payment(s) made during the first 12 months the contract is in force.  This credit is funded from Nationwide’s general account.  The amount credited will be allocated among the sub-accounts, the fixed account, and/or the Guaranteed Term Options in the same proportion that the purchase payment is allocated to the contract.
 
The option of electing the Extra Value Option allows prospective contract owners to choose between two different variable account charge structures for the first seven years of the contract.
 
If the credit is elected and no additional contract options are elected, the total variable account charges under the contract will be an annualized rate of 1.40% of the daily net assets of the variable account for the first seven years of the contract.  If the Extra Value Option is not elected, total variable account charges will be an annualized rate of 0.95% (assuming no other contract options are elected) of the daily net assets of the variable account for the first seven years of the contract and thereafter.
 
Under these circumstances, the decision to elect or decline the Extra Value Option will depend primarily on whether the prospective contract owner believes it is more advantageous to have:
 
(a)
a 1.40% variable account charge for the first seven years of the contract, plus the Extra Value Option credit; or

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(b)
a 0.95% variable account charge for the first seven years of the contract, without the Extra Value Option credit.
 
The following table demonstrates hypothetical rates of return for contracts with the Extra Value Option and no other optional benefits (total variable account charges of 1.40%) and contracts with no additional contract options (total variable account charges of 0.95%).  The figures are based upon:
 
(a)
a $100,000 initial purchase payment with no additional purchase payments;
 
(b)
the deduction of variable account charges at an annualized rate of 0.95% (base contract) and 1.40% (contract with only the Extra Value Option) of the daily net assets of the variable account; and
 
(c)
an assumed annual rate of return before charges of  7.75% for all years for a period of 10 years.
 
7.75% Rate of Return
 
Contract Year
Base Contract
(0.95% total asset charges)
Contract With Extra Value Option (1.40% total asset charges)
1
$106,727
$109,465
2
$113,906
$116,336
3
$121,568
$123,638
4
$129,745
$131,399
5
$138,472
$139,647
6
$147,787
$148,412
7
$157,728
$157,728
8
$168,337
$168,337
9
$179,661
$179,661
10
$191,746
$191,746
 
Generally, the higher the rate of return, the more advantageous the Extra Value Option becomes and vice versa.  The table above assumes no additional purchase payments are made to the contract after the first contract anniversary.  If subsequent purchase payments are made to the contract after the first contract anniversary (assuming a rate of return of 7.75%) the number of contract years needed to "break-even" increases in direct correlation with the amount of subsequent purchase payments made to the contract after the first contract anniversary.
 
Amounts credited to the contract in connection with the Extra Value Option may be recaptured if:
 
(a)
the contract owner elects to surrender the contract pursuant to the contractual free-look provisions; or
 
(b)
withdrawals that are subject to a CDSC are taken before the end of the seventh contract year.
 
If the contract is surrendered pursuant to the contractual free-look, Nationwide will recapture the full credited amount.  In certain states that require the return of purchase payments and for all contracts issued as Individual Retirement Annuities, upon the exercise of the contractual free look, the full amount will be recaptured, but under no circumstances will the amount returned be less than purchase payments made to the contracts.
 
After the free look period and before the seventh contract anniversary, any amounts withdrawn from the contract that are subject to a CDSC subjects a part of the amount credited to recapture.  For example, if a contract owner withdraws 13% of purchase payments made within the first contract year, 3% of the amount credited will be recaptured by Nationwide, since the contract owner may withdraw only 10% of purchase payments without a CDSC.  This means that the percentage of the amount credited to be recaptured will be determined by the percentage of total purchase payments reflected in the amount surrendered that is subject to CDSC.  The amount recaptured will be taken from the sub-accounts, the fixed account and/or the Guaranteed Term Options in the same proportion as allocated by the contract owner at the time of the withdrawal.
 
No amount credited will be subject to recapture if the withdrawal is not subject to a CDSC or if a distribution is taken as a result of death, annuitization or to meet minimum distribution requirements under the Internal Revenue Code.  In addition, no recapture will take place after the seventh contract year.
 
After the end of the first seven contract years, the 0.45% charge for the Extra Value Option will no longer be assessed and the amount credited will be fully vested.
 
New York Recapture Provisions
 
For contracts issued in the State of New York, after the free look period and before the seventh contract anniversary, amounts credited under the contract may be recaptured whenever withdrawals are made that are subject to a CDSC in accordance with the following schedule:
 
 
 
Contract Years
(Extra Value Amount) Percentage of First Year Purchase Payments
1 and 2
3%
3,4 and 5
2%
6 and 7
1%
After year 7
0%
 
The percentage of the amount credited to be recaptured will be determined by the percentage of total purchase payments reflected in the amount surrendered that is subject to CDSC. The amount recaptured will be taken from the sub-accounts and the fixed account in the same proportion as allocated by the contract owner at the time of the withdrawal.
 
No amount credited will be subject to recapture if the withdrawal is not subject to a CDSC or if a distribution is taken as a result of death, annuitization, or to meet minimum distribution requirements under the Internal Revenue Code.  In addition, no recapture will take place after the seventh contract year.
 
Beneficiary Protector Option
 
For an additional charge at an annualized rate of 0.40% of the daily net assets of the variable account, the contract owner may purchase a Beneficiary Protector Option.  Allocations made to the fixed account or to the Guaranteed Term Options will be assessed a fee of 0.40%.  Consequently, any guaranteed interest rate of return for assets in the Guaranteed Term Options or in the fixed account will be lowered by 0.40% due to the assessment of this charge.  Nationwide may realize a profit from the charge assessed for this option.

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The Beneficiary Protector Option provides that upon the death of the annuitant, in addition to any death benefit payable, Nationwide will credit an additional amount to the contract.  If the Beneficiary Protector Option is elected with a contract that also has spouses designated as annuitant and co-annuitant, the term annuitant shall mean the person designated as the annuitant on the application; the person designated as the co-annuitant does not have any rights under this benefit unless the co-annuitant is also the beneficiary.
 
The Beneficiary Protector Option is credited to the contract upon the death of the annuitant.  Upon the death of the annuitant, and after the Beneficiary Protector Option is credited to the contract, the beneficiary(ies) may:
 
(a)
terminate the contract; or
 
(b)
continue the contract in accordance with the "Required Distributions" section in Appendix C.
 
Once the credit is applied to the contract, the 0.40% charge for the credit will no longer be assessed.
 
The Beneficiary Protector Option is only available for contracts with annuitants who are age 70 or younger at the time of election.
 
How Credits to the Contract are Calculated
 
If the Beneficiary Protector Option was elected at the time of application AND the annuitant dies prior to the first contract anniversary after the annuitant’s 85th birthday, then the amount credited to the contract will be equal to:
 
40% x Adjusted Earnings
 
Adjusted Earnings = (a) – (b) – (c); where:
 
a =
the contract value on the date the death benefit is calculated and prior to any death benefit calculation;
 
b =
purchase payments, proportionately adjusted for withdrawals; and
 
c =
any adjustment for a death benefit previously credited, proportionately adjusted for withdrawals.
 
The adjustment for amounts withdrawn will reduce purchase payments and any death benefit previously credited to the contract in the same proportion that the contract value was reduced on the date(s) of the partial withdrawal(s).
 
If the Beneficiary Protector Option was elected at any time after the contract issue date AND the annuitant dies prior to the first contract anniversary after the annuitant’s 85th birthday, then the amount credited to the contract will be equal to:
 
40% x Adjusted Earnings from the Date the Option is Elected
 
Adjusted Earnings from the Date the Option is Elected = (a) – (b) – (c) – (d), where:
 
a =
contract value on the date the death benefit is calculated and prior to any death benefit calculation;
 
b =
the contract value on the date the option is elected, proportionately adjusted for withdrawals;
 
c =
purchase payments made after the option is elected, proportionately adjusted for withdrawals;
 
d =
any adjustment for a death benefit previously credited to the contract after the rider is elected, proportionately adjusted for withdrawals.
 
The adjustment for amounts withdrawn will reduce purchase payments and any death benefit previously credited to the contract in the same proportion that the contract value was reduced on the date(s) of the partial withdrawal(s).
 
If no benefits have been paid under this option by the first contract anniversary following the annuitant’s 85th birthday, then:
 
(a)
Nationwide will credit an amount equal to 4% of the contract value on the contract anniversary to the contract;
 
(b)
the benefit will terminate and will no longer be in effect; and
 
(c)
the charge for the benefit will be eliminated, reducing charges by 0.40%.
 
How Amounts Are Credited
 
Any amounts credited to the contract pursuant to this option will be allocated among the sub-accounts of the variable account, the fixed account and the GTOs in the same proportion as each purchase payment is allocated to the contract on the date the credit is applied.
 
 
The Capital Preservation Plus Option provides a "return of principal" guarantee over an elected period of time (3, 5, 7, or 10 years -- the "program period").  Contract value at the end of the program period will be no less than contract value at the beginning of the period, regardless of market performance.  Note, however, that surrenders or contract charges that are deducted from the contract after this option is elected will reduce the value of the guarantee proportionally.
 
The guarantee is conditioned upon the allocation of contract value between two investment components:
 
(1)
A Guaranteed Term Option corresponding to the length of the elected program period; and
 
(2)
Non-Guaranteed Term Option allocations, which consist of the fixed account and certain underlying mutual funds
 
(3)
that are available under the program.  This investment component is allocated according to contract owner instructions.
 
If contract value is allocated to the fixed account and the contract owner subsequently elects the Capital Preservation Plus Option, the current fixed account interest rate guarantee period will terminate.  If such contract owner allocates all or part of the Non-Guaranteed Term Option component of the Capital Preservation Plus Option to the fixed account, the allocation will be credited interest at the then current Renewal Rate and a new fixed account interest rate guarantee period will begin.
 
In some state jurisdictions, Nationwide uses Target Term Options instead of Guaranteed Term Options in connection

23


 
with the Capital Preservation Plus Option.  For all material purposes, Guaranteed Term Options and Target Term Options are the same.  Target Term Options are managed and administered identically to Guaranteed Term Options.  The distinction is that the interest rate associated with Target Term Options is not guaranteed as it is in Guaranteed Term Options.  However, because the options are managed and administered identically, the result to the investor is the same.  All references to Guaranteed Term Options in this "Capital Preservation Plus Option" provision will also mean Target Term Options (in applicable jurisdictions).  Please refer to the prospectus for the Guaranteed Term Options/Target Term Options for more information.
 
When the Capital Preservation Plus Option is elected, Nationwide will specify the percentage of the contract value that must be allocated to each of these two general components.  Generally, when interest rates are higher, a greater portion of the contract value will be made available for allocation among underlying mutual funds; when interest rates are lower, lesser portions may be made available for allocation among underlying mutual funds.  Also, longer program periods will typically permit greater allocations to the underlying mutual funds.  Other general economic factors and market conditions may affect these determinations as well.
 
Charges
 
The Capital Preservation Plus Option is provided for an additional charge at an annualized rate not to exceed 0.50% of the daily net assets of the variable account.  This charge will be assessed against the Guaranteed Term Options through a reduction in credited interest rates (not to exceed 0.50%).  Nationwide may realize a profit from the charge assessed for this option.
 
All charges associated with the Capital Preservation Plus Option will remain the same for the duration of the program period.  When the program period ends or an elected Capital Preservation Plus Option is terminated, the charges associated with the option will no longer be assessed.
 
The Advantage of Capital Preservation Plus
 
Without electing the option, contract owners may be able to approximate (without replicating) the benefits of the Capital Preservation Plus Option.  To do this, contract owners would have to determine how much of their contract value would need to be allocated to a Guaranteed Term Option so that the amount at maturity (principal plus interest attributable to the Guaranteed Term Option allocation) would approximate the original total investment.  The balance of the contract value would be available to be allocated among underlying funds or the fixed account.  This represents an investment allocation strategy aimed at capital preservation.
 
Election of the Capital Preservation Plus Option, however, generally permits a higher percentage of the contract value to be allocated outside of the Guaranteed Term Options among underlying mutual funds and/or the fixed account.  This provides contract owners with a greater opportunity to benefit from market appreciation that is reflected in the underlying mutual fund performance, while preserving the return of principal guarantee.
 
Availability
 
The Capital Preservation Plus Option may only be elected at the time of application.
 
Conditions Associated with the Capital Preservation Plus Option
 
A contract owner with an outstanding loan may not elect the Capital Preservation Plus Option.
 
During the program period, the following conditions apply:
 
·
If surrenders or contract charges are deducted from the contract subsequent to electing this option, the value of the guarantee will be reduced proportionally.
 
·
Only one Capital Preservation Plus Option program may be in effect at any given time.
 
·
No new purchase payments may be applied to the contract.
 
·
Enhanced Rate Dollar Cost Averaging is not available as a contract owner service.
 
·
Nationwide will not permit loans to be taken from the contract.
 
·
No optional benefit that assesses a charge to the Guaranteed Term Options may be added to the contract.
 
·
If Capital Preservation Plus is elected when the contract is purchased, any contract value allocated to the fixed account when the contract is purchased will receive the New Money Rate.
 
·
If Capital Preservation Plus is elected after the contract is purchased, any contract value allocated to the fixed account will begin a new fixed account guaranteed period and will receive the current Renewal Rate.
 
·
If, while the Capital Preservation Plus Option is elected, the annuitant dies and the annuitant's spouse elects to continue the contract, the option will remain in effect and will continue until the end of the original program period.
 
·
If the contract is annuitized, surrendered or liquidated for any reason prior to the end of the program period, all guarantees are terminated.  A market value adjustment may apply to amounts transferred from a Guaranteed Term Option due to annuitization.  A market value adjustment may apply to amounts surrendered or liquidated from a Guaranteed Term Option and the surrender will be subject to the CDSC provisions of the contract.
 
After the end of the program period, or after termination of the option, the above conditions will no longer apply.
 
Investments During the Program Period
 
When the option is elected and after Nationwide receives all required information, Nationwide will declare the amount of the contract value that is available for allocation to the fixed account and/or the available underlying mutual funds.  The remainder of the contract value must be allocated to a Guaranteed Term Option, the length of which corresponds to

24


 
the length of the program period elected by the contract owner.
 
Nationwide makes only certain underlying mutual funds available when a contract owner elects the Capital Preservation Plus Option.  Nationwide selected the available underlying mutual funds on the basis of certain risk factors associated with the underlying mutual fund's investment objective.  The underlying mutual funds not made available in conjunction with the Capital Preservation Plus Option were excluded on the basis of similar risk considerations.
 
The fixed account and the following underlying mutual funds only are available when the Capital Preservation Plus Option is elected:
 
American Century Variable Portfolios, Inc.
·
American Century VP Value Fund: Class I
Dreyfus
·
Dreyfus Stock Index Fund, Inc.: Initial Shares
·
Dreyfus Variable Investment Fund – Appreciation Portfolio: Initial Shares
Federated Insurance Series
·
Federated Quality Bond Fund II: Primary Shares
Fidelity Variable Insurance Products Fund
·
VIP Equity-Income Portfolio: Service Class
·
VIP Growth Portfolio: Service Class
Fidelity Variable Insurance Products Fund II
·
VIP ContrafundÒ Portfolio: Service Class
Janus Aspen Series
·
Forty Portfolio: Service Shares
Nationwide Variable Insurance Trust (“NVIT”)
·         J.P. Morgan NVIT Balanced Fund: Class I
·
Nationwide NVIT Government Bond Fund: Class I
·
Nationwide NVIT Growth Fund: Class I
·
 
Nationwide NVIT Investor Destinations Funds: Class II
 
Ø
Nationwide NVIT Investor Destinations Conservative Fund: Class II
 
Ø
Nationwide NVIT Investor Destinations Moderately Conservative Fund: Class II
 
Ø
Nationwide NVIT Investor Destinations Moderate Fund: Class II
 
Ø
Nationwide NVIT Investor Destinations Moderately Aggressive Fund: Class II
 
Ø
Nationwide NVIT Investor Destinations Aggressive Fund: Class II
·
Nationwide NVIT Mid Cap Growth Fund: Class I
·
Nationwide NVIT Money Market Fund: Class I
·
Nationwide NVIT U.S. Growth Leaders Fund: Class III
·
NVIT Mid Cap Index Fund: Class I
·
NVIT Nationwide® Fund: Class I
·
NVIT Nationwide® Leaders Fund: Class III
·
 
Van Kampen NVIT Comstock Value Fund: Class I
Neuberger Berman Advisers Management Trust
·
AMT Guardian Portfolio: I Class
·
AMT Partners Portfolio: I Class
·
AMT Socially Responsive Portfolio: I Class
Oppenheimer Variable Account Funds
·
Oppenheimer Capital Appreciation Fund/VA: Non-Service Shares
·
Oppenheimer Main Street® Fund/VA: Non-Service Shares
Victory Variable Insurance Funds
 
·
Diversified Stock Fund: Class A

 
In addition to the above underlying mutual funds, the following underlying mutual funds are available only to contracts issued prior to May 1, 2002:
 
Fidelity Variable Insurance Products Fund III
·
VIP Growth Opportunities Portfolio: Service Class
Van Kampen
The Universal Institutional Funds, Inc.
·
Mid Cap Growth Portfolio: Class I


 
In addition to the above underlying mutual funds, the following underlying mutual funds are available only to contracts issued prior to May 1, 2004:
 
Dreyfus
·
Dreyfus Socially Responsible Growth Fund, Inc.: Initial Shares
Neuberger Berman Advisers Management Trust
·
AMT Mid-Cap Growth Portfolio: Class I
Wells Fargo Advantage Variable Trust
·
Wells Fargo Advantage VT Opportunity Fund

 
In addition to the above underlying mutual funds, the following underlying mutual funds are available only to contracts issued prior to May 1, 2006:
American Century Variable Portfolios, Inc.
·
American Century VP Income and Growth Fund: Class I
Fidelity Variable Insurance Products Fund III
·
VIP Value Strategies Portfolio: Service Class

 
In addition to the above underlying mutual funds, the following underlying mutual funds are available only to contracts issued prior to May 1, 2007:
 
American Century Variable Portfolios, Inc.
·
American Century VP Ultra Fund: Class I
 
Effective May 1, 2006, the following underlying mutual fund is no longer available to receive transfers or new purchase payments:
 
J.P. Morgan Series Trust II
·
J.P. Morgan Mid Cap Value Portfolio
 
Election of the Capital Preservation Plus Option will not be effective unless and until Nationwide receives sub-account allocation instructions based on the preceding list of available underlying mutual funds.  Allocations to underlying mutual funds other than those listed above are not permitted during the program period.
 
Nationwide reserves the right to modify the list of available underlying mutual funds upon written notice to contract owners.  If an underlying mutual fund is deleted from the list of available underlying mutual funds, such deletion will not

25


 
affect Capital Preservation Plus Option programs already in effect.
 
Surrenders During the Program Period
 
If, during the program period, the contract owner takes a surrender, Nationwide will surrender accumulation units from the sub-accounts and an amount from the fixed account and Guaranteed Term Options.  The amount withdrawn from each investment option will be in proportion to the value in each option at the time of the surrender request, unless Nationwide is instructed otherwise.  Surrenders may not be taken exclusively from the Guaranteed Term Option.  In conjunction with the surrender, the value of the guarantee will be adjusted proportionally.  A market value adjustment may apply to amounts surrendered from Guaranteed Term Options and the surrender will be subject to the CDSC provisions of the contract.
 
Transfers During the Program Period
 
Transfers to and from the Guaranteed Term Option are not permitted during the program period.
 
Transfers between the fixed account and the variable account, and among sub-accounts are subject to the terms and conditions in the "Transfers Prior to Annuitization" provision.  During the program period, transfers to underlying mutual funds that are not included in the Capital Preservation Plus Option program are not permitted.
 
Terminating the Capital Preservation Plus Option
 
Once elected, the Capital Preservation Plus Option cannot be revoked, except as provided below.
 
If the contract owner elected a program period matching a 7-year Guaranteed Term Option, upon reaching the 5th anniversary of the program, the contract owner may terminate the Capital Preservation Plus Option.  Any termination instructions must be received at Nationwide's home office within 60 days after the option's 5th anniversary.
 
If the contract owner elected a program period matching a 10-year Guaranteed Term Option, upon reaching the 7th anniversary of the program, the contract owner may terminate the Capital Preservation Plus Option.  Any termination instructions must be received at Nationwide's home office within 60 days after the option's 7th anniversary.
 
If the contract owner terminates the Capital Preservation Plus Option as described above, the charges associated with the option will no longer be assessed, all guarantees associated with the option will terminate, the contract's investment allocations will remain the same as when the program was in effect (unless Nationwide is instructed otherwise), and all conditions associated with the Capital Preservation Plus Option are removed.
 
Fulfilling the Return of Principal Guarantee
 
At the end of the program period, if the contract value is less than the guaranteed amount, Nationwide will credit an amount to the contract so that the contract value equals the guaranteed amount.  Amounts credited under this option are considered, for purposes of other benefits under this contract, earnings, not purchase payments.  If the contract owner does not elect to begin a new Capital Preservation Plus Option program, the amount previously allocated to the Guaranteed Term Option and any amounts credited under the guarantee will be allocated to the money market sub-account.
 
Election of a New Capital Preservation Plus Option
 
At the end of any program period or after terminating a Capital Preservation Plus Option, the contract owner may elect to participate in a new Capital Preservation Plus Option program at the charges, rates and allocation percentages in effect at that point in time.  If the contract owner elects to participate in a new program, such election and complete instructions must be received by Nationwide within 60 days after the end of the preceding program period or within 60 days of the program termination, whichever is applicable.
 
Taxation of Surrenders under the CPP Lifetime Income Option
 
Although the tax treatment is not clear, when the contract owner takes a surrender from the contract before the annuitization date, Nationwide will treat the following amount of the surrender as a taxable distribution: the excess of the greater of (a) the contract value immediately before the surrender; or (b) the guaranteed benefit amount immediately before the surrender; over the remaining investment in the contract.  In certain circumstances, this treatment could result in the contract value being less than the investment in the contract after the surrender.  A subsequent surrender under such circumstances could result in a loss that may be deductible.  Please consult a qualified tax advisor.
 
 
For certain optional benefits, a charge is assessed only for a specified period of time.  To remove a variable account charge at the end of the specified charge period, Nationwide systematically re-rates the contract.  This re-rating results in lower contract charges, but no change in contract value or any other contractual benefit.
 
Re-rating involves two steps: the adjustment of contract expenses and the adjustment of the number of units in the contract.
 
The first step, the adjustment of contract expenses, involves removing the charge from the unit value calculation.  For example, on a contract where the only optional benefit elected is the Extra Value Option, the variable account value will be calculated using unit values with variable account charges of 1.40% for the first 7 contract years.  At the end of that period, the contract will be re-rated, and the 0.45% charge associated with the Extra Value Option will be removed.  From that point on, the variable account value will be calculated using the unit values with variable account charges at 0.95%.  Thus, the Extra Value Option charge is no longer included in the daily sub-account valuation for the contract.
 
The second step of the re-rating process, the adjustment of the number of units in the contract, is necessary in order to keep the re-rating process from altering the contract value.  Generally, for any given sub-account, the higher the variable account charges, the lower the unit value, and vice versa.  For example, sub-account X with charges of 1.40% will have a

26


 
lower unit value than sub-account X with charges of 0.95% (higher expenses result in lower unit values).  When, upon re-rating, the unit values used in calculating variable account value are dropped from the higher expense level to the lower expense level, the higher unit values will cause an incidental increase in the contract value.  In order to avoid this incidental increase, Nationwide adjusts the number of units in the contract down so that the contract value after the re-rating is the same as the contract value before the re-rating.
 
 
The contract owner has all rights under the contract.  Purchasers who name someone other than themselves as the contract owner will have no rights under the contract.
 
Contract owners of Non-Qualified Contracts may name a new contract owner at any time before the annuitization date.  Any change of contract owner automatically revokes any prior contract owner designation.  Changes in contract ownership may result in federal income taxation and may be subject to state and federal gift taxes.
 
A change in contract ownership must be submitted in writing and recorded at Nationwide’s home office.  Once recorded, the change will be effective as of the date signed.  However, the change will not affect any payments made or actions taken by Nationwide before the change was recorded.
 
The contract owner may also request a change in the annuitant, contingent annuitant, contingent owner, beneficiary, or contingent beneficiary before the annuitization date.  These changes must be:
 
·
on a Nationwide form;
 
·
signed by the contract owner; and
 
·
received at Nationwide’s home office before the annuitization date.
 
Nationwide may reject changes to the parties named in the contract if the risk originally assumed by Nationwide in issuing the contract is materially altered.  The risk originally assumed by Nationwide may have been materially altered if: information provided by the contract owner is materially false, misleading or incomplete; if the result of the change is to transfer rights or benefits to an institutional investor; the change results in the same owner attempting to use a series of Nationwide contracts and name different annuitants; or when the change results in the contract being used along with other Nationwide contracts to cover a single life.  Should Nationwide discover that the changes are being used for such purposes, Nationwide may rescind the contract and return the contract value, less any market value adjustment.
 
Nationwide must review and approve any change requests.  If the contract owner is not a natural person and there is a change of the annuitant, distributions will be made as if the contract owner died at the time of the change.
 
On the annuitization date, the annuitant will become the contract owner, unless the contract owner is a Charitable Remainder Trust.
 
 
Joint owners each own an undivided interest in the contract.
 
Contract owners can name a joint owner at any time before annuitization subject to the following conditions:
 
·
joint owners can only be named for Non-Qualified Contracts;
 
·
joint owners must be spouses at the time joint ownership is requested, unless  state law requires Nationwide to allow non-spousal joint owners;
 
·
the exercise of any ownership right in the contract will generally require a written request signed by both joint owners;
 
·
an election in writing signed by both contract owners must be made to authorize Nationwide to allow the exercise of ownership rights independently by either joint owner; and
 
·
Nationwide will not be liable for any loss, liability, cost, or expense for acting in accordance with the instructions of either joint owner.
 
 
The contingent owner is entitled to certain benefits under the contract if a contract owner who is not the annuitant dies before the annuitization date, and there is no surviving joint owner.
 
The contract owner may name or change a contingent owner at any time before the annuitization date.  To change the contingent owner, a written request must be submitted to Nationwide.  Once Nationwide has recorded the change, it will be effective as of the date it was signed, whether or not the contract owner was living at the time it was recorded.  The change will not affect any action taken by Nationwide before the change was recorded.
 
 
The annuitant is the person who will receive annuity payments and upon whose continuation of life any annuity payment involving life contingencies depends.  This person must be age 85 or younger at the time of contract issuance unless Nationwide approves a request for an annuitant of greater age.  The annuitant may be changed before the annuitization date with Nationwide’s consent.
 
 
The beneficiary is the person who is entitled to the death benefit if the annuitant dies before the annuitization date and there is no joint owner or contingent annuitant.  The contract owner can name more than one beneficiary.  Multiple beneficiaries will share the death benefit equally, unless otherwise specified.
 
The contract owner may change the beneficiary or contingent beneficiary during the annuitant’s lifetime by submitting a written request to Nationwide.  Once recorded, the change will be effective as of the date it was signed, whether or not the annuitant was living at the time it was recorded.  The change will not affect any action taken by Nationwide before the change was recorded.

27

 
 
 
Contract
Type
Minimum Initial Purchase Payment
Minimum Subsequent Payments
Charitable Remainder Trust
$15,000
$1,000
IRA
$15,000
$1,000
Investment-only
$15,000
$1,000
Non-Qualified
$15,000
$1,000
Roth IRA
$15,000
$1,000
SEP IRA
$15,000
$1,000
Simple IRA
$15,000
$1,000
Tax Sheltered Annuity
$15,000
$1,000
 
Subsequent purchase payments are not permitted for contracts issued in the State of Oregon and may not be permitted in other states under certain circumstances.
 
If the contract owner elects the Reduced Purchase Payment Option, minimum initial and subsequent purchase payments will be reduced accordingly.
 
If the contract owner elects the Extra Value Option, amounts credited to the contract may not be used to meet the minimum initial and subsequent purchase payment requirements.
 
Guaranteed Term Options
 
Guaranteed Term Options are separate investment options under the contract.  The minimum amount that may be allocated to a Guaranteed Term Option is $1,000.
 
 
Initial purchase payments allocated to sub-accounts will be priced at the accumulation unit value determined no later than 2 business days after receipt of an order to purchase if the application and all necessary information are complete.  If the application is not complete, Nationwide may retain a purchase payment for up to 5 business days while attempting to complete it.  If the application is not completed within 5 business days, the prospective purchaser will be informed of the reason for the delay.  The purchase payment will be returned unless the prospective purchaser specifically allows Nationwide to hold the purchase payment until the application is completed.
 
Subsequent purchase payments will be priced based on the next available accumulation unit value after the payment is received. The cumulative total of all purchase payments under contracts issued by Nationwide on the life of any one annuitant cannot exceed $1,000,000 without Nationwide’s prior consent.
 
Except on the days listed below and on weekends, purchase payments, transfers and surrenders are priced every day.  Purchase payments will not be priced when the New York Stock Exchange is closed or on the following nationally recognized holidays:
 
·New Year’s Day
·Independence Day
·Martin Luther King, Jr. Day
·Labor Day
·Presidents’ Day
·Thanksgiving
·Good Friday
·Christmas
·Memorial Day
 
 
Nationwide also will not price purchase payments if:
 
(1)
trading on the New York Stock Exchange is restricted;
 
(2)
an emergency exists making disposal or valuation of securities held in the variable account impracticable; or
 
(3)
the SEC, by order, permits a suspension or postponement for the protection of security holders.
 
Rules and regulations of the SEC will govern as to when the conditions described in (2) and (3) exist.  If Nationwide is closed on days when the New York Stock Exchange is open, contract value may be affected since the contract owner will not have access to their account.
 
 
Nationwide allocates purchase payments to sub-accounts, the fixed account, and/or Guaranteed Term Options as instructed by the contract owner.  Shares of the underlying mutual funds allocated to the sub-accounts are purchased at net asset value, then converted into accumulation units.  Nationwide reserves the right to limit or refuse purchase payments allocated to the fixed account at its sole discretion.
 
Contract owners can change allocations or make exchanges among the sub-accounts, fixed account or Guaranteed Term Options.  However, no change may be made that would result in an amount less than 1% of the purchase payments being allocated to any sub-account.  Certain transactions may be subject to conditions imposed by the underlying mutual funds, as well as those set forth in the contract.
 
 
The contract value is the sum of:
 
(1)
the value of amounts allocated to the sub-accounts of the variable account; and
 
(2)
amounts allocated to the fixed account; and
 
(3)
amounts allocated to a Guaranteed Term Option.
 
If part or all of the contract value is surrendered, or charges are assessed against the whole contract value, Nationwide will deduct a proportionate amount from each sub-account, the fixed account and any Guaranteed Term Option based on current cash values.
 
Determining Variable Account Value – Valuing an Accumulation Unit
 
Purchase payments or transfers allocated to sub-accounts are accounted for in accumulation units.  Accumulation unit values (for each sub-account) are determined by calculating the net investment factor for the underlying mutual funds for the current valuation period and multiplying that result with the accumulation unit values determined on the previous valuation period.
 
Nationwide uses the net investment factor as a way to calculate the investment performance of a sub-account from

28


 
valuation period to valuation period.  For each sub-account, the net investment factor shows the investment performance of the underlying mutual fund in which a particular sub-account invests, including the charges assessed against that sub-account for a valuation period.
 
The net investment factor for any particular  sub-account is determined by dividing (a) by (b), and then subtracting (c) from the result, where:
 
(a)
is the sum of:
 
                (1)
the net asset value of the underlying mutual fund as of the end of the current valuation period; and
 
                (2)
the per share amount of any dividend or income distributions made by the underlying mutual fund (if the date of the dividend or income distribution occurs during the current valuation period).
 
(b)
is the net asset value of the underlying mutual fund determined as of the end of the preceding valuation period.
 
(c)
is a factor representing the daily variable account charges, which may include charges for contract options chosen by the contract owner.  The factor is equal to an annualized rate ranging from 0.95% to 3.95% of the daily net assets of the variable account, depending on which contract features the contract owner chooses.
 
Based on the change in the net investment factor, the value of an accumulation unit may increase or decrease.  Changes in the net investment factor may not be directly proportional to changes in the net asset value of the underlying mutual fund shares because of the deduction of variable account charges.
 
Though the number of accumulation units will not change as a result of investment experience, the value of an accumulation unit may increase or decrease from valuation period to valuation period.
 
Determining Fixed Account Value
 
Nationwide determines the value of the fixed account by:
 
(1)
adding all amounts allocated to the fixed account, minus amounts previously transferred or withdrawn;
 
(2)
adding any interest earned on the amounts allocated; and
 
(3)
subtracting charges deducted in accordance with the contract.
 
Determining the Guaranteed Term Option Value
 
Nationwide determines the value of a Guaranteed Term Option by:
 
(1)
adding all amounts allocated to any Guaranteed Term Option, minus amounts previously transferred or withdrawn (which may be subject to a market value adjustment);
 
(2)
adding any interest earned on the amounts allocated to any Guaranteed Term Option; and
 
(3)
subtracting charges deducted in accordance with the contract.
 
 
Transfers from the Fixed Account to the Variable Account or a Guaranteed Term Option
 
Contract owners may request to have fixed account allocations transferred to the variable account or to a Guaranteed Term Option only upon reaching the end of an interest rate guarantee period.  Normally, Nationwide will permit 100% of such fixed account allocations to be transferred to the variable account or a Guaranteed Term Option; however Nationwide may, under certain economic conditions and at its discretion, limit the maximum transferable amount.  Under no circumstances will the maximum transferable amount be less than 10% of the fixed account allocation reaching the end of an interest rate guarantee period.  Transfers of the fixed account allocations must be made within 45 days after reaching the end of an interest rate guarantee period.
 
Contract owners who use dollar cost averaging may transfer from the fixed account to the variable account (but not to Guaranteed Term Options) under the terms of that program (see "Dollar Cost Averaging").
 
If there is contract value allocated to the fixed account at the time the Capital Preservation Plus Option is elected, the fixed account interest rate guarantee period will end and that contract value may be transferred according to the terms of the option elected.
 
Transfers to the Fixed Account
 
Contract owners may request to have variable account allocations transferred to the fixed account at any time.  Normally, Nationwide will not restrict transfers from the variable account to the fixed account; however, Nationwide may establish a maximum transfer limit from the variable account to the fixed account.  Except as noted below, the transfer limit will not be less than 10% of the current value of the variable account, less any transfers made in the 12 months preceding the date the transfer is requested, but not including transfers made prior to the imposition of the transfer limit.  However, where permitted by state law, Nationwide reserves the right to refuse transfers or purchase payments to the fixed account (whether from the variable account or a Guaranteed Term Option) at its sole discretion.  Generally, Nationwide will invoke this right when interest rates are low by historical standards.
 
Transfers from a Guaranteed Term Option
 
Transfers from a Guaranteed Term Option prior to maturity are subject to a market value adjustment.
 
Transfers Among the Sub-Accounts
 
Contract owners may request to have allocations transferred among the sub-accounts once per valuation period.
 
 
After annuitization, transfers may only be made on the anniversary of the annuitization date.  Guaranteed Term Options are not available after annuitization.

29


 
Contract owners may submit transfer requests in writing, over the telephone, or via the Internet.  Nationwide will use reasonable procedures to confirm that instructions are genuine and will not be liable for following instructions that it reasonably determined to be genuine.  Nationwide may restrict or withdraw the telephone and/or Internet transfer privilege at any time.
 
Generally, sub-account transfers will receive the accumulation unit value next determined after the transfer request is received.  However, if a contract that is limited to submitting transfer requests via U.S. mail submits a transfer request via internet or telephone pursuant to Nationwide's one-day delay policy, the transfer will be executed on the next business day after the exchange request is received by Nationwide (see "Managers of Multiple Contracts").
 
Interest Rate Guarantee Period
 
The interest rate guarantee period is the period of time that the fixed account interest rate is guaranteed to remain the same.  Within 45 days of the end of an interest rate guarantee period, transfers may be made from the fixed account to the variable account or to the Guaranteed Term Options.  Nationwide will determine the amount that may be transferred and will declare this amount at the end of the guarantee period.  This amount will not be less than 10% of the amount in the fixed account that is maturing.
 
For new purchase payments allocated to the fixed account, or transfers to the fixed account from the variable account or a Guaranteed Term Option, this period begins on the date of deposit or transfer and ends on the one year anniversary of the deposit or transfer.  The guaranteed interest rate period may last for up to 3 months beyond the 1-year anniversary because guaranteed terms end on the last day of a calendar quarter.
 
The interest rate guarantee period does not in any way refer to interest rate crediting practices connected with Guaranteed Term Options.
 
During an interest rate guarantee period, transfers cannot be made from the fixed account, and amounts transferred to the fixed account must remain on deposit.
 
 
Neither the contracts described in this prospectus nor the underlying mutual funds are designed to support active trading strategies that require frequent movement between or among sub-accounts (sometimes referred to as "market-timing" or "short-term trading").  A contract owner who intends to use an active trading strategy should consult his/her registered representative and request information on other Nationwide variable annuity contracts that offer underlying mutual funds that are designed specifically to support active trading strategies.
 
Nationwide discourages (and will take action to deter) short-term trading in this contract because the frequent movement between or among sub-accounts may negatively impact other investors in the contract.
 
Short-term trading can result in:
 
·
the dilution of the value of the investors’ interests in the underlying mutual fund;
 
·
underlying mutual fund managers taking actions that negatively impact performance (keeping a larger portion of the underlying mutual fund assets in cash or liquidating investments prematurely in order to support redemption requests); and/or
 
·
increased administrative costs due to frequent purchases and redemptions.
 
To protect investors in this contract from the negative impact of these practices, Nationwide has implemented, or reserves the right to implement, several processes and/or restrictions aimed at eliminating the negative impact of active trading strategies. Nationwide makes no assurances that all risks associated with short-term trading will be completely eliminated by these processes and/or restrictions.
 
Nationwide cannot guarantee that its attempts to deter active trading strategies will be successful.  If we are unable to deter active trading strategies, the performance of the sub-accounts that are actively traded may be adversely impacted.
 
Redemption Fees
 
Some underlying mutual funds assess a short-term trading fee in connection with transfers from a sub-account that occur within 60 days after the date of the allocation to the sub-account.  The fee is assessed against the amount transferred and is paid to the underlying mutual fund.  Redemption fees compensate the underlying mutual fund for any negative impact on fund performance resulting from short-term trading.  For more information on short-term trading fees, please see the "Short-Term Trading Fees" provision.
 
U.S. Mail Restrictions
 
Nationwide monitors transfer activity in order to identify those who may be engaged in harmful trading practices.  Transaction reports are produced and examined.  Generally, a contract may appear on these reports if the contract owner (or a third party acting on their behalf) engages in a certain number of "transfer events" in a given period.  A "transfer event" is any transfer, or combination of transfers, occurring on a given trading day (valuation period).  For example, if a contract owner executes multiple transfers involving 10 underlying mutual funds in one day, this counts as one transfer event.  A single transfer occurring on a given trading day and involving only 2 underlying mutual funds (or one underlying mutual fund if the transfer is made to or from the fixed account or a Guaranteed Term Option) will also count as one transfer event.
 
As a result of this monitoring process, Nationwide may restrict the method of communication by which transfer orders will be accepted.
 

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In general, Nationwide will adhere to the following guidelines:
 
Trading Behavior
Nationwide's Response
6 or more transfer events in one calendar quarter
Nationwide will mail a letter to the contract owner notifying them that:
(1)they have been identified as engaging in harmful trading practices; and
(2)if their transfer events exceed 11 in 2 consecutive calendar quarters or 20 in one calendar year, the contract owner will be limited to submitting transfer requests via U.S. mail.
More than 11 transfer events in 2 consecutive calendar quarters
OR
More than 20 transfer events in one calendar year
Nationwide will automatically limit the contract owner to submitting transfer requests via U.S. mail.
 
Each January 1st, Nationwide will start the monitoring anew, so that each contract starts with 0 transfer events each January 1.  See, however, the "Other Restrictions" provision below.
 
Managers of Multiple Contracts
 
Some investment advisers/representatives manage the assets of multiple Nationwide contracts pursuant to trading authority granted or conveyed by multiple contract owners.  These multi-contract advisers will generally be required by Nationwide to submit all transfer requests via U.S. mail.
 
Nationwide may, as an administrative practice, implement a "one-day delay" program for these multi-contract advisers, which they can use in addition to or in lieu of submitting transfer requests via U.S. mail.  The one-day delay option permits multi-contract advisers to continue to submit transfer requests via the internet or telephone.  However, transfer requests submitted by multi-contract advisers via the internet or telephone will not receive the next available accumulation unit value.  Rather, they will receive the accumulation unit value that is calculated on the following business day.  Transfer requests submitted under the one-day delay program are irrevocable.  Multi-contract advisers will receive advance notice of being subject to the one-day delay program.
 
Other Restrictions
 
Nationwide reserves the right to refuse or limit transfer requests, or take any other action it deems necessary, in order to protect contract owners, annuitants, and beneficiaries from the negative investment results that may result from short-term trading or other harmful investment practices employed by some contract owners (or third parties acting on their behalf).  In particular, trading strategies designed to avoid or take advantage of Nationwide's monitoring procedures (and other measures aimed at curbing harmful trading practices) that are nevertheless determined by Nationwide to constitute harmful trading practices, may be restricted.
 
Any restrictions that Nationwide implements will be applied consistently and uniformly.
 
Underlying Mutual Fund Restrictions and Prohibitions
 
Pursuant to regulations adopted by the SEC, Nationwide is required to enter into written agreements with the underlying mutual funds which allow the underlying mutual funds to:
 
(1)
request the taxpayer identification number, international taxpayer identification number, or other government issued identifier of any Nationwide contract owner;
 
(2)
request the amounts and dates of any purchase, redemption, transfer or exchange request (“transaction information”); and
 
(3)
instruct Nationwide to restrict or prohibit further purchases or exchanges by contract owners that violate policies established by the underlying mutual fund (whose policies may be more restrictive than Nationwide’s policies).
 
Nationwide is required to provide such transaction information to the underlying mutual funds upon their request.  In addition, Nationwide is required to restrict or prohibit further purchases or exchange requests upon instruction from the underlying mutual fund.  Nationwide and any affected contract owner may not have advance notice of such instructions from an underlying mutual fund to restrict or prohibit further purchases or exchange requests.  If an underlying mutual fund refuses to accept a purchase or exchange request submitted by Nationwide, Nationwide will keep any affected contract owner in their current underlying mutual fund allocation.
 
 
Contract owners have a ten day "free look" to examine the contract.  The contract may be returned to Nationwide’s home office for any reason within ten days of receipt and Nationwide will refund the contract value or another amount required by law.  The refunded contract value will reflect the deduction of any contract charges, unless otherwise required by law.  All Individual Retirement Annuity, SEP IRA, Simple IRA and Roth IRA refunds will be a return of purchase payments.  State and/or federal law may provide additional free look privileges.
 
Contract owners who have elected the Extra Value Option and subsequently terminate the contract under the free look provision will forfeit any amounts credited to the contract.  For those jurisdictions that allow a return of contract value, the contract owner will retain any earnings attributable to the amount credited; all losses attributable to the amount credited will be incurred by Nationwide.
 
Liability of the variable account under this provision is limited to the contract value in each sub-account on the date of revocation.  Any additional amounts refunded to the contract owner will be paid by Nationwide.

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Contract owners may surrender some or all of their contract value before the earlier of the annuitization date or the annuitant’s death.  Surrender requests must be in writing and Nationwide may require additional information.  When taking a full surrender, the contract must accompany the written request.  Nationwide may require a signature guarantee.
 
If the Extra Value Option has been elected, and the amount withdrawn is subject to a CDSC, then for the first seven contract years only, a portion of the amount credited under the Extra Value Option may be recaptured.  No recapture will take place after the seventh contract year.  The amount credited will not, however, be subject to recapture if a withdrawal not subject to the CDSC is being made (see "Extra Value Option").
 
Nationwide will pay any amounts surrendered from the sub-accounts within 7 days.  However, Nationwide may suspend or postpone payment when it is unable to price a purchase payment or transfer (See “Pricing”).  Nationwide is required by state law to reserve the right to postpone payment of assets in the fixed account for a period of up to six months from the date of the surrender request.
 
Surrenders from the contract may be subject to federal income tax and/or a penalty tax.  See "Federal Income Taxes" in Appendix C.
 
 
Nationwide will surrender accumulation units from the sub-accounts and an amount from the fixed account and Guaranteed Term Options.  The amount withdrawn from each investment option will be in proportion to the value in each option at the time of the surrender request.
 
A CDSC may apply.  The contract owner may take the CDSC from either:
 
(a)
the amount requested; or
 
(b)
the contract value remaining after the contract owner has received the amount requested.
 
If the contract owner does not make a specific election, any applicable CDSC will be taken from the contract value remaining after the contract owner has received the amount requested.
 
The CDSC deducted is a percentage of the amount requested by the contract owner.  Amounts deducted for CDSC are not subject to subsequent CDSC.
 
Partial Surrenders to Pay Investment Advisory Fees
 
Some contract owners utilize an investment advisor(s) to manage their assets, for which the investment advisor assesses a fee.  Investment advisors are not endorsed or affiliated with Nationwide and Nationwide makes no representation as to their qualifications.  The fees for these investment advisory services are specified in the respective account agreements and are separate from and in addition to the contract fees and expenses described in this prospectus.  Some contract owners authorize their investment advisor to take a partial surrender(s) from the contract in order to collect investment advisory fees.  Surrenders taken from this contract to pay advisory or investment management fees are subject to the CDSC provisions of the contract and may be subject to income tax and/or tax penalties.
 
 
The contract value upon full surrender may be more or less than the total of all purchase payments made to the contract.  The contract value will reflect:
 
·
variable account charges;
 
·
underlying mutual fund charges;
 
·
the investment performance of the underlying mutual funds;
 
·
any recapture of extra value credit;
 
·
amounts allocated to the fixed account and any interest credited; and
 
·
any amounts allocated to the Guaranteed Term Options plus or minus any market value adjustment.
 
A CDSC may apply.
 
 
Contract owners of a Tax Sheltered Annuity may surrender part or all of their contract value before the earlier of the annuitization date or the annuitant’s death, except as provided below:
 
(A)
Contract value attributable to contributions made under a qualified cash or deferred arrangement (within the meaning of Internal Revenue Code Section 402(g)(3)(A)), a salary reduction agreement (within the meaning of Internal Revenue Code Section 402(g)(3)(C)), or transfers from a Custodial Account (described in Section 403(b)(7) of the Internal Revenue Code), may be surrendered only:
 
                (1)
when the contract owner reaches age 59½, separates from service, dies, or becomes disabled (within the meaning of Internal Revenue Code Section 72(m)(7)); or
 
                (2)
in the case of hardship (as defined for purposes of Internal Revenue Code Section 401(k)), provided that any such hardship surrender may not include any income earned on salary reduction contributions.
 
(B)
The surrender limitations described in Section A also apply to:
 
                (1)
salary reduction contributions to Tax Sheltered Annuities made for plan years beginning after December 31, 1988;
 
                (2)
earnings credited to such contracts after the last plan year beginning before January 1, 1989, on amounts attributable to salary reduction contributions; and
 
                (3)
all amounts transferred from 403(b)(7) Custodial Accounts (except that earnings and employer contributions as of December 31, 1988 in such Custodial Accounts may be withdrawn in the case of hardship).

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(C)
Any distribution other than the above, including a ten-day free look cancellation of the contract (when available) may result in taxes, penalties, and/or retroactive disqualification of a Tax Sheltered Annuity.
 
In order to prevent disqualification of a Tax Sheltered Annuity after a ten day free look cancellation, Nationwide will transfer the proceeds to another Tax Sheltered Annuity upon proper direction by the contract owner.
 
These provisions explain Nationwide's understanding of current withdrawal restrictions.  These restrictions may change.
 
Distributions pursuant to Qualified Domestic Relations Orders will not violate the restrictions stated above.
 
 
Redemption restrictions apply to contracts issued under the Texas Optional Retirement Program or the Louisiana Optional Retirement Plan.
 
The Texas Attorney General has ruled that participants in contracts issued under the Texas Optional Retirement Program may only take withdrawals if:
 
·
the participant dies;
 
·
the participant retires;
 
·
the participant terminates employment due to total disability; or
 
·
the participant that works in a Texas public institution of higher education terminates employment.
 
A participant under a contract issued under the Louisiana Optional Retirement Plan may only take distributions from the contract upon retirement or termination of employment.  All retirement benefits under this type of plan must be paid as lifetime income; lump sum cash payments are not permitted, except for death benefits.
 
Due to the restrictions described above, a participant under either of these plans will not be able to withdraw cash values from the contract unless one of the applicable conditions is met.  However, contract value may be transferred to other carriers, subject to any CDSC.
 
Nationwide issues this contract to participants in the Texas Optional Retirement Program in reliance upon and in compliance with Rule 6c-7 of the Investment Company Act of 1940.  Nationwide issues this contract to participants in the Louisiana Optional Retirement Plan in reliance upon and in compliance with an exemptive order that Nationwide received from the SEC on August 22, 1990.
 
 
The loan privilege is only available to owners of Tax Sheltered Annuities.  Contract owners of Tax Sheltered Annuities may take loans from the contract value beginning 30 days after the contract is issued up to the annuitization date.  Loans are subject to the terms of the contract, the plan, and the Internal Revenue Code.  Nationwide may modify the terms of a loan to comply with changes in applicable law.
 
 
Contract owners may borrow a minimum of $1,000, unless Nationwide is required by law to allow a lesser minimum amount.  Each loan must individually satisfy the contract minimum amount.
 
Nationwide will calculate the maximum nontaxable loan amount based upon information provided by the participant or the employer.  Loans may be taxable if a participant has additional loans from other plans.  The total of all outstanding loans must not exceed the following limits:
 
 
Contract Values
Maximum Outstanding Loan Balance Allowed
Non-ERISA Plans
up to $20,000
up to 80% of contract value (not more than $10,000)
 
$20,000 and over
up to 50% of contract value (not more than $50,000*)
ERISA Plans
All
up to 50% of contract value (not more than $50,000*)
 
*The $50,000 limits will be reduced by the highest outstanding balance owed during the previous 12 months.
 
For salary reduction Tax Sheltered Annuities, loans may be secured only by the contract value.
 
 
Nationwide may charge a loan processing fee at the time each new loan is processed.  The loan processing fee, if assessed, will not exceed $25 per loan processed.  This fee compensates Nationwide for expenses related to administering and processing loans.  Loans are not available in all states.  In addition, some states may not allow Nationwide to assess a Loan Processing Fee.
 
The fee is taken from the sub-accounts, fixed account, and Guaranteed Term Options in proportion to the contract value at the time the loan is processed.
 
 
All loans are made from the collateral fixed account.  Nationwide transfers accumulation units in proportion to the assets in each sub-account to the collateral fixed account until the requested amount is reached.  If there are not enough accumulation units available in the contract to reach the requested loan amount, Nationwide next transfers contract value from the fixed account.  Any remaining required collateral will be transferred from the Guaranteed Term Options.  Transfers from the Guaranteed Term Options may be subject to a market value adjustment.  No CDSC will be deducted on transfers related to loan processing.
 
 
The outstanding loan balance in the collateral fixed account is credited with interest until the loan is repaid in full.  The credited interest rate will be 2.25% less than the loan interest rate fixed by Nationwide.  The credited interest rate is guaranteed never to fall below the minimum interest rate required by applicable state law.

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Specific loan terms are disclosed at the time of loan application or issuance.
 
 
Loans must be repaid in five years.  However, if the loan is used to purchase the contract owner’s principal residence, the contract owner has 15 years to repay the loan.
 
Contract owners must identify loan repayments as loan repayments or they will be treated as purchase payments and will not reduce the outstanding loan.  Payments must be substantially level and made at least quarterly.
 
Loan repayments will consist of principal and interest in amounts set forth in the loan agreement.  Repayments are allocated to the sub-accounts in accordance with the contract, unless Nationwide and the contract owner have agreed to amend the contract at a later date on a case by case basis.
 
Loan repayments to the Guaranteed Term Options must be at least $1,000.  If the proportional share of the repayment to the Guaranteed Term Option is less than $1,000, that portion of the repayment will be allocated to the money market sub-account unless the contract owner directs otherwise.
 
 
Distributions made from the contract while a loan is outstanding will be reduced by the amount of the outstanding loan plus accrued interest if:
 
·
the contract is surrendered;
 
·
the contract owner/annuitant dies;
 
·
the contract owner who is not the annuitant dies prior to annuitization; or
 
·
annuity payments begin.
 
 
Nationwide reserves the right to restrict any transfer of the contract while the loan is outstanding.
 
 
If a loan payment is not made when due, interest will continue to accrue.  A grace period may be available (please refer to the terms of the loan agreement).  If a loan payment is not made by the end of the applicable grace period, the entire loan will be treated as a deemed distribution and will be taxable to the borrower.  This deemed distribution may also be subject to an early withdrawal tax penalty by the Internal Revenue Service.
 
After default, interest will continue to accrue on the loan.  Defaulted amounts, plus interest, are deducted from the contract value when the participant is eligible for a distribution of at least that amount.  Additional loans are not available while a previous loan is in default.
 
 
Contract rights are personal to the contract owner and may not be assigned without Nationwide’s written consent.
 
A Non-Qualified Contract owner may assign some or all rights under the contract.  An assignment must occur before annuitization while the annuitant is alive.  Once proper notice of assignment is recorded by Nationwide’s home office, the assignment will become effective as of the date the written request was signed. Nationwide may reject or not recognize assignments designed to alter the character of the risk Nationwide originally assumed in issuing the contract.
 
Investment-only Contracts, Individual Retirement Annuities, Roth IRAs, SEP IRAs, Simple IRAs and Tax Sheltered Annuities may not be assigned, pledged or otherwise transferred except where allowed by law.
 
Nationwide is not responsible for the validity or tax consequences of any assignment.  Nationwide is not liable for any payment or settlement made before the assignment is recorded.  Assignments will not be recorded until Nationwide receives sufficient direction from the contract owner and the assignee regarding the proper allocation of contract rights.
 
Amounts pledged or assigned will be treated as distributions and will be included in gross income to the extent that the cash value exceeds the investment in the contract for the taxable year in which it was pledged or assigned.  Amounts assigned may be subject to a tax penalty equal to 10% of the amount included in gross income.
 
Assignment of the entire contract value may cause the portion of the contract value exceeding the total investment in the contract and previously taxed amounts to be included in gross income for federal income tax purposes each year that the assignment is in effect.
 
 
 
Asset rebalancing is the automatic reallocation of contract values to the sub-accounts on a predetermined percentage basis.  Asset rebalancing is not available for assets held in the fixed account or the Guaranteed Term Options.  Requests for asset rebalancing must be on a Nationwide form.  Once Asset Rebalancing is elected, it will only be terminated upon specific instruction from the contract owner; manual transfers will not automatically terminate the program.
 
Asset rebalancing occurs every three months or on another frequency if permitted by Nationwide.  If the last day of the three-month period falls on a Saturday, Sunday, recognized holiday, or any other day when the New York Stock Exchange is closed, asset rebalancing will occur on the next business day.  Each asset rebalancing reallocation is considered a transfer event.
 
Asset rebalancing may be subject to employer limitations or restrictions for contracts issued to a Tax Sheltered Annuity plan.  Contract owners should consult a financial adviser to discuss the use of asset rebalancing.
 
Nationwide reserves the right to stop establishing new asset rebalancing programs.  Nationwide also reserves the right to assess a processing fee for this service.
 
 
Dollar cost averaging is a long-term transfer program that allows you to make regular, level investments over time.  It

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involves the automatic transfer of a specified amount from the fixed account and/or certain sub-accounts into other sub-accounts.  Nationwide does not guarantee that this program will result in profit or protect contract owners from loss.
 
Contract owners direct Nationwide to automatically transfer specified amounts from the fixed account and the Federated Insurance Series – Federated Quality Bond Fund II: Primary Shares, NVIT – Nationwide NVIT Government Bond Fund: Class I, NVIT - Nationwide NVIT Investor Destinations Conservative Fund: Class II, and NVIT – Nationwide NVIT Money Market Fund: Class I to any other underlying mutual fund.  Dollar cost averaging transfers may not be directed to the fixed account or Guaranteed Term Options.
 
Transfers occur monthly or on another frequency if permitted by Nationwide.  Dollar cost averaging transfers are not considered transfer events.  Nationwide will process transfers until either the value in the originating investment option is exhausted, or the contract owner instructs Nationwide in writing to stop the transfers.
 
Nationwide reserves the right to stop establishing new dollar cost averaging programs.  Nationwide also reserves the right to assess a processing fee for this service.
 
Dollar Cost Averaging from the Fixed Account
 
Transfers from the fixed account must be equal to or less than 1/30th of the fixed account value at the time the program is requested.  A dollar cost averaging program that transfers amounts from the fixed account to the variable account is not the same as an enhanced rate dollar cost averaging program.  Contract owners that wish to utilize dollar cost averaging from the fixed account should first inquire whether any enhanced rate dollar cost averaging programs are available.  Nationwide is required by state law to reserve the right to postpone payment of assets in the fixed account for a period of up to six months from the date of the surrender request.
 
Enhanced Rate Dollar Cost Averaging
 
Nationwide may, from time to time, offer enhanced rate dollar cost averaging programs.  Only new purchase payments to the contract are eligible to participate in this program.  Nationwide reserves the right to require a minimum balance to establish the Enhanced Rate Dollar Cost Averaging program.  Dollar cost averaging transfers for this program may only be made from the fixed account.  Such enhanced rate dollar cost averaging programs allow the contract owner to earn a higher rate of interest on assets in the fixed account than would normally be credited when not participating in the program.  Each enhanced interest rate is guaranteed for as long as the corresponding program is in effect.  Nationwide will process transfers until either amounts in the enhanced rate fixed account are exhausted, or the contract owner instructs Nationwide in writing to stop the transfers.  For this program only, when a written request to discontinue transfers is received, Nationwide will automatically transfer the remaining amount in the enhanced rate fixed account to the money market sub-account.  Nationwide is required by state law to reserve the right to postpone payment of assets in the fixed account for a period of up to six months from the date of the surrender request.
 
 
Systematic withdrawals allow contract owners to receive a specified amount (of at least $100) on a monthly, quarterly, semi-annual, or annual basis.  Requests for systematic withdrawals and requests to discontinue systematic withdrawals must be in writing.
 
The withdrawals will be taken from the sub-accounts and the fixed account proportionately unless Nationwide is instructed otherwise.  Systematic withdrawals are not available from the Guaranteed Term Options.
 
Nationwide will withhold federal income taxes from systematic withdrawals unless otherwise instructed by the contract owner.  The Internal Revenue Service may impose a 10% penalty tax if the contract owner is under age 59½ unless the contract owner has made an irrevocable election of distributions of substantially equal payments.
 
A CDSC may apply to amounts taken through systematic withdrawals.  If the contract owner takes systematic withdrawals, the maximum amount that can be withdrawn annually without a CDSC is the greatest of:
 
(1)
10% of all purchase payments made to the contract as of the withdrawal date (15% of all purchase payments made to the contract if the contract owner elected the Additional Withdrawal Without Charge and Disability Waiver);
 
(2)
an amount withdrawn to meet minimum distribution requirements under the Internal Revenue Code; or
 
(3)
a percentage of the contract value based on the contract owner’s age, as shown in the following table:
 
 
Contract Owner’s
Age
Percentage of
Contract Value
Under age 59½
5%
Age 59½ through age 61
7%
Age 62 through age 64
8%
Age 65 through age 74
10%
Age 75 and over
13%
 
Contract value and contract owner’s age are determined as of the date the request for the withdrawal program is recorded by Nationwide’s home office.  For joint owners, the older joint owner’s age will be used.
 
 
If total amounts withdrawn in any contract year exceed the CDSC-free amount described above, those amounts will only be eligible for the CDSC-free withdrawal privilege described in the "Contingent Deferred Sales Charge" section.  The total amount of CDSC for that contract year will be determined in accordance with that provision.
 
The CDSC-free withdrawal privilege for systematic withdrawals is non-cumulative.  Free amounts not taken during any contract year cannot be taken as free amounts in a subsequent contract year.
 
Nationwide reserves the right to stop establishing new systematic withdrawal programs.  Nationwide also reserves the right to assess a processing fee for this service.  Systematic

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withdrawals are not available before the end of the ten-day free look period (see "Right to Revoke").
 
 
The annuity commencement date is the date on which annuity payments are scheduled to begin. The contract owner may change the annuity commencement date before annuitization.  This change must be in writing and approved by Nationwide.
 
 
 
The annuitization date is the date that annuity payments begin.  The annuitization date will be the first day of a calendar month unless otherwise agreed.  The annuitization date must be at least 2 years after the contract is issued, but may not be later than either:
 
·
the age (or date) specified in your contract; or
 
·
the age (or date) specified by state law, where applicable.
 
If the contract is issued to fund a Tax Sheltered Annuity, annuitization may occur during the first 2 years subject to Nationwide’s approval.
 
The Internal Revenue Code may require that distributions be made prior to the annuitization dates specified above (see "Required Distributions").
 
 
Annuitization is the period during which annuity payments are received.  It is irrevocable once payments have begun.  Upon arrival of the annuitization date, the annuitant must choose:
 
(1)
an annuity payment option; and
 
(2)
either a fixed payment annuity, variable payment annuity, or an available combination.
 
Nationwide guarantees that each payment under a fixed payment annuity will be the same throughout annuitization.  Under a variable payment annuity, the amount of each payment will vary with the performance of the underlying mutual funds chosen by the contract owner.
 
 
A fixed payment annuity is an annuity where the amount of the annuity payments remains level.
 
The first payment under a fixed payment annuity is determined on the annuitization date based on the annuitant’s age (in accordance with the contract) by:
 
(1)
deducting applicable premium taxes from the total contract value; then
 
(2)
applying the contract value amount specified by the contract owner to the fixed payment annuity table for the annuity payment option elected.
 
Subsequent payments will remain level unless the annuity payment option elected provides otherwise. Nationwide does not credit discretionary interest during annuitization.
 
 
A variable payment annuity is an annuity where the amount of the annuity payments will vary depending on the performance of the underlying mutual funds selected.
 
A variable payment annuity may not be elected when exercising a Guaranteed Minimum Income Benefit option.
 
The first payment under a variable payment annuity is determined on the annuitization date based on the annuitant's age (in accordance with the contract) by:
 
(1)
deducting applicable premium taxes from the total contract value; then
 
(2)
applying the contract value amount specified by the contract owner to the variable payment annuity table for the annuity payment option elected.
 
The dollar amount of the first payment is converted into a set number of annuity units that will represent each monthly payment.  This is done by dividing the dollar amount of the first payment by the value of an annuity unit as of the annuitization date.  This number of annuity units remains fixed during annuitization.  After annuitization, transfers among sub-accounts may only be made on the anniversary of the annuitization date.
 
The second and subsequent payments are determined by multiplying the fixed number of annuity units by the annuity unit value for the valuation period in which the payment is due.  The amount of the second and subsequent payments will vary with the performance of the selected underlying mutual funds.  Nationwide guarantees that variations in mortality experience from assumptions used to calculate the first payment will not affect the dollar amount of the second and subsequent payments.
 
Value of an Annuity Unit
 
Annuity unit values for sub-accounts are determined by:
 
(1)
multiplying the annuity unit value for the immediately preceding valuation period by the net investment factor for the subsequent valuation period (see "Determining the Contract Value"); and then
 
(2)
multiplying the result from (1) by an interest factor to neutralize the assumed investment rate of 3.5% per year built into the purchase rate basis for variable payment annuities.
 
Assumed Investment Rate
 
An assumed investment rate is the percentage rate of return assumed to determine the amount of the first payment under a variable payment annuity.  Nationwide uses the assumed investment rate of 3.5% to calculate the first annuity payment and to calculate the investment performance of an underlying mutual fund in order to determine subsequent payments under a variable payment annuity.  An assumed investment rate is the percentage rate of return required to maintain level variable annuity payments.  Subsequent variable annuity payments may be more or less than the first payment based on whether actual investment performance of the underlying

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mutual funds is higher or lower than the assumed investment rate of 3.5%.
 
Exchanges among Underlying Mutual Funds
 
Exchanges among underlying mutual funds during annuitization must be requested in writing. Exchanges will occur on each anniversary of the annuitization date.
 
 
Payments are made based on the annuity payment option selected, unless:
 
·
the amount to be distributed is less than $5,000, in which case Nationwide may make one lump sum payment of the contract value; or
 
·
an annuity payment would be less than $50, in which case Nationwide can change the frequency of payments to intervals that will result in payments of at least $50.  Payments will be made at least annually.
 
Annuity payments will generally be received within 7 to 10 days after each annuity payment date.
 
 
Guaranteed Minimum Income Benefit Options ("GMIBs") are only available for contracts issued prior to May 1, 2003, and must have been elected at the time of application.
 
A GMIB is a benefit that ensures the availability of a minimum amount when the contract owner wishes to annuitize the contract.  This minimum amount, referred to as the Guaranteed Annuitization Value, may be used at specified times to provide a guaranteed level of determinable lifetime annuity payments.  The GMIB may provide protection in the event of lower contract values that may result from the investment performance of the contract.
 
How the Guaranteed Annuitization Value is Determined
 
There are two options available at the time of application.  The Guaranteed Annuitization Value is determined differently based on the option the contract owner elects.
 
Calculation Under GMIB Option 1
 
The Guaranteed Annuitization Value is equal to (a) – (b), but will never be greater than 200% of all purchase payments, where:
 
(a)
is the sum of all purchase payments, plus interest accumulated at a compounded annual rate of 5% starting at the date of issue and ending on the contract anniversary occurring immediately prior to the annuitant’s 86th birthday; and
 
(b)
is the reduction to (a) due to surrenders made from the contract.  All such reductions will be proportionately the same as reductions to the contract value caused by surrenders.  For example, a surrender that reduces the contract value by 25% will also reduce the Guaranteed Annuitization Value by 25%.
 
Special Restrictions for GMIB Option 1
 
After the first contract year, if the value of the contract owner’s fixed account allocation becomes greater than 30% of the contract value in any contract year due to:
 
(1)
the application of additional purchase payments;
 
(2)
surrenders; or
 
(3)
transfers from the variable account;
 
then 0% interest will accrue in that contract year for purposes of calculating the Guaranteed Annuitization Value.
 
If the contract owner’s fixed account allocation becomes greater than 30% of the contract value solely as a result of fluctuations in the value of the variable account, then interest will continue to accrue for the purposes of the Guaranteed Annuitization Value at 5% annually, subject to the other terms and conditions outlined herein.
 
Calculation Under GMIB Option 2
 
The Guaranteed Annuitization Value will be equal to the highest contract value on any contract anniversary occurring prior to the annuitant’s 86th birthday, less an adjustment for amounts surrendered, plus purchase payments received after that contract anniversary.
 
When the Guaranteed Annuitization Value May Be Used
 
The contract owner may use the Guaranteed Annuitization Value by annuitizing the contract during the thirty-day period following any contract anniversary:
 
(1)
after the contract has been in effect for seven years; AND
 
(2)
the annuitant has attained age 60.
 
Annuity Payment Options That May Be Used With the Guaranteed Annuitization Value
 
The contract owner may elect any life contingent FIXED Annuity Payment Option calculated using the guaranteed annuity purchase rates set forth in the contract.  Such Fixed Annuity Payment Options include:
 
·
Life Annuity;
 
·
Joint and Last Survivor Annuity; and
 
·
Life Annuity with 120 or 240 Monthly Payments Guaranteed.
 

37


Other GMIB Terms and Conditions
 
**PLEASE READ CAREFULLY**
 
The GMIB is only available for contracts issued prior to May 1, 2003, and must have been elected at the time of application.
 

 
 
 
Important Considerations to Keep in Mind Regarding the GMIB Options
 
While a GMIB does provide a Guaranteed Annuitization Value, A GMIB MAY NOT BE APPROPRIATE FOR ALL INVESTORS.
 
¨A GMIB does NOT in any way guarantee the performance of any underlying mutual fund, or any other investment option available under the contract.
¨Once elected, the GMIB is irrevocable, meaning that even if the investment performance of underlying mutual funds or other available investment options surpasses the minimum guarantees associated with the GMIB, the GMIB charges will still be assessed.
¨The GMIB in no way restricts or limits the rights of contract owners to annuitize the contract at other times permitted under the contract, nor will it in any way restrict the right to annuitize the contract using contract values that may be higher than the Guaranteed Annuitization Value.
¨Please take advantage of the guidance of a qualified financial adviser in evaluating the GMIB options, and all other aspects of the contract.
¨The GMIBs may not be approved in all state jurisdictions.
 
 
 
Contract owners must elect an annuity payment option before the annuitization date.  Once elected or assumed, the annuity payment option may not be changed.  The annuity payment options are:
 
 
(1)
Life Annuity - An annuity payable periodically, but at least annually, for the lifetime of the annuitant.  Payments will end upon the annuitant’s death.  For example, if the annuitant dies before the second annuity payment date, the annuitant will receive only one annuity payment.  The annuitant will only receive two annuity payments if he or she dies before the third annuity payment date, and so on.
 
(2)
Joint and Survivor Annuity - An annuity payable periodically, but at least annually, during the joint lifetimes of the annuitant and a designated second individual.  If one of these parties dies, payments will continue for the lifetime of the survivor.  As is the case under option 1, there is no guaranteed number of payments.  Payments end upon the death of the last surviving party, regardless of the number of payments received.
 
(3)
Life Annuity with 120 or 240 Monthly Payments Guaranteed - An annuity payable monthly during the lifetime of the annuitant.  If the annuitant dies before all of the guaranteed payments have been made, payments will continue to the end of the guaranteed period and will be paid to a designee chosen by the annuitant at the time the annuity payment option was elected.
 
The designee may elect to receive the present value of the remaining guaranteed payments in a lump sum.  The present value will be computed as of the date Nationwide receives the notice of the annuitant’s death.
 
If the annuitant does not elect an annuity payment option, a variable payment life annuity with a guarantee period of 240 months will be assumed as the automatic form of payment upon annuitization.  Once elected or assumed, the annuity payment option may not be changed.
 
Not all of the annuity payment options may be available in all states.  Contract owners may request other options before the annuitization date.  These options are subject to Nationwide’s approval.
 
No distribution for Non-Qualified Contracts will be made until an annuity payment option has been elected.  Individual Retirement Annuities and Tax Sheltered Annuities are subject to the "minimum distribution" requirements set forth in the plan, contract, and the Internal Revenue Code.
 



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Upon Death
 
If death occurs before Annuitization:
 
If the deceased is the …
And …
and …
then the …
Contract Owner
The contract owner is not the annuitant
There is a surviving joint owner
Surviving joint owner becomes the Contract owner and no death benefit is paid.
Contract Owner
The contract owner is not the annuitant
There is a contingent owner but no surviving joint owner
Contingent owner becomes the contract owner and no death benefit is paid.
Contract Owner
The contract owner is not the annuitant
There is no surviving joint owner or surviving contingent owner
Estate of the last surviving contract owner becomes the new contract owner and no death benefit is paid.
Contract Owner
The contract owner is the annuitant
There is a surviving beneficiary
Death benefit is paid to the beneficiary.
Contract Owner
The contract owner is the annuitant
There is no surviving beneficiary
Death benefit is paid to the contingent beneficiary.
Contract Owner
The contract owner is the annuitant
There is no surviving beneficiary and no surviving contingent beneficiary
Death benefit is paid to the surviving contract owner.
Contract Owner
The contract owner is the annuitant
There is no surviving beneficiary, no surviving contingent beneficiary and no surviving contract owner
Death benefit is paid to the estate of the contract owner.
Annuitant
The annuitant is not the contract owner
There is a surviving contingent annuitant
Surviving contingent annuitant becomes the annuitant and no death benefit is paid.
Annuitant
The annuitant is not the contract owner
There is no surviving contingent annuitant
Death benefit is paid to the beneficiary.
Annuitant
The annuitant is not the contract owner
There is no surviving contingent annuitant and no surviving beneficiary
Death benefit is paid to contingent beneficiary.
Annuitant
The annuitant is not the contract owner
There is no surviving contingent annuitant, no surviving beneficiary and no surviving contingent beneficiary
Death benefit is paid to the contract owner.
Annuitant
The annuitant is not the contract owner
There is no surviving contingent annuitant, no surviving beneficiary, no surviving contingent beneficiary and no surviving contract owner
Death benefit is paid to the last surviving contract owner’s estate.


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If the contract owner and annuitant are the same, and the contract owner/annuitant dies before the annuitization date, then the contingent owner will not have any rights in the contract unless the contingent owner is also the beneficiary.
 
If more than one beneficiary survives the annuitant, each beneficiary will share equally unless otherwise specified in the beneficiary designation on the contract application.  If more than one contingent beneficiary survives the annuitant, each contingent beneficiary will share equally unless otherwise specified in the beneficiary designation on the contract application.
 
If the contract owner is a Charitable Remainder Trust and the annuitant dies before the annuitization date, the death benefit will be paid to the Charitable Remainder Trust.  Any designation in conflict with the Charitable Remainder Trust’s right to the death benefit will be void.
 
The beneficiary may elect to receive the death benefit:
 
 
1)
in a lump sum;
 
2)
as an annuity; or
 
3)
in any other manner permitted by law and approved by Nationwide.
 
The beneficiary must notify Nationwide of this election within 60 days of the annuitant’s death.  If the recipient of the death benefit does not elect the form in which to receive the death benefit payment, Nationwide will pay the death benefit in a lump sum.
 
Distributions will be made pursuant to the “Required Distributions” provisions in Appendix C.
 
If death occurs after the annuitization date, any benefit that may be payable will be paid according to the selected annuity payment option.
 
Death Benefit Payment
 
Contract owners may select one of three death benefits available under the contract at the time of application (not all death benefit options may be available in all states).  If no selection is made at the time of application, the death benefit will be the Five-Year Reset Death Benefit.
 
The death benefit value is determined as of the date Nationwide receives:
 
(1)
proper proof of the annuitant’s death;
 
(2)
an election specifying the distribution method; and
 
(3)
any state required form(s).
 
Contract value will continue to be allocated according to the most recent allocation instructions until the death benefit is paid.  Nationwide will pay (or will begin to pay) the death benefit upon receiving proof of death and the instructions as to the payment of the death benefit.
 
If the contract has multiple beneficiaries entitled to receive a portion of the death benefit, the contract value will continue to be allocated according to the most recent allocation instructions until the first beneficiary is paid.  After the first beneficiary is paid, remaining contact value will be allocated to the available money market sub-account until instructions are received from the remaining beneficiary(ies).
 
Five-Year Reset Death Benefit (Standard Death Benefit)
 
If the annuitant dies before the annuitization date, the death benefit will be the greatest of:
 
(1)
the contract value;
 
(2)
the total of all purchase payments, less an adjustment for amounts surrendered; or
 
(3)
the contract value as of the most recent five year contract anniversary before the annuitant’s 86th birthday, less an adjustment for amounts surrendered, plus purchase payments received after that five year contract anniversary.
 
The adjustment for amounts surrendered will reduce items (2) and (3) above in the same proportion that the contract value was reduced on the date(s) of the partial surrender(s).
 
One-Year Enhanced Death Benefit with Long-Term Care/Nursing Home Waiver and Spousal Protection Option
 
Beginning January 2, 2001 (or a later date if state law requires), an applicant can elect the One-Year Enhanced Death Benefit with Long-Term Care/Nursing Home Waiver and Spousal Protection Option for an additional charge at an annualized rate of 0.15% of the daily net assets of the variable account.
 
If this option is elected and the annuitant dies before the annuitization date, the death benefit will be the greatest of:
 
(1)
the contract value;
 
(2)
the total of all purchase payments, less an adjustment for amounts surrendered; or
 
(3)
the highest contract value on any contract anniversary before the annuitant’s 86th birthday, less an adjustment for amounts subsequently surrendered, plus purchase payments received after that contract anniversary.
 
The adjustment for amounts surrendered will reduce items (2) and (3) above in the same proportion that the contract value was reduced on the date(s) or the partial surrender(s).
 
This death benefit option includes a Long-Term Care/Nursing Home Waiver and a Spousal Protection Feature, which are discussed later in this provision.
 
One-Year Step Up Death Benefit Option
 
Until state approval is received for the One-Year Enhanced Death Benefit with Long-Term Care/Nursing Home Waiver and Spousal Protection Option, applicants can elect the One-Year Step Up Death Benefit Option for an additional charge at an annualized rate of 0.05% of the daily net assets of the variable account.
 
If this option is elected and the annuitant dies before the annuitization date, the death benefit will be the greatest of:
 
(1)
the contract value;
 
(2)
the total of all purchase payments, less an adjustment for amounts surrendered; or

40


 
(3)
the highest contract value on any contract anniversary before the annuitant’s 86th birthday, less an adjustment for amounts subsequently surrendered, plus purchase payments received after that contract anniversary.
 
The adjustment for amounts surrendered will reduce items (2) and (3) above in the same proportion that the contract value was reduced on the date(s) or the partial surrender(s).
 
This death benefit option includes a Long-Term Care/Nursing Home Waiver, which is discussed later in this provision.
 
This death benefit option may be elected along with the 5% Enhanced Death Benefit Option, in which case the death benefit will be the greater of the two benefits.
 
Greater of One-Year or 5% Enhanced Death Benefit with Long-Term Care/Nursing Home Waiver and Spousal Protection Option
 
Beginning January 2, 2001 (or a later date if state law requires), an applicant can elect the Greater of One-Year or 5% Enhanced Death Benefit with Long-Term Care/Nursing Home Waiver and Spousal Protection Option for an additional charge at an annualized rate of 0.20% of the daily net assets of the variable account.
 
If this option is elected and the annuitant dies before the annuitization date, the death benefit will be the greatest of:
 
(1)
the contract value;
 
(2)
the total of all purchase payments, less an adjustment for amounts surrendered;
 
(3)
the highest contract value on any contract anniversary before the annuitant’s 86th birthday, less an adjustment for amounts subsequently surrendered, plus purchase payments received after that contract anniversary; or
 
(4)
the 5% interest anniversary value.
 
The adjustment for amounts surrendered will reduce items (2) and (3) above in the same proportion that the contract value was reduced on the date(s) of the partial surrender(s).
 
The 5% Interest Anniversary Value is equal to purchase payments minus amounts surrendered, accumulated at 5% compound interest until the last contract anniversary prior to the annuitant’s 86th birthday.  Such total accumulated amount shall not exceed 200% of the net of purchase payments and amounts surrendered.  The adjustment for amounts subsequently surrendered after the most recent contract anniversary will reduce the 5% Interest Anniversary Value in the same proportion that the contract value was reduced on the date(s) of the partial surrender(s).
 
This death benefit option includes a Long-Term Care/Nursing Home Waiver and a Spousal Protection Feature, which are discussed later in this provision.
 
5% Enhanced Death Benefit Option
 
Until state approval is received for the Greater of One-Year or 5% Enhanced Death Benefit with Long-Term Care/Nursing Home Waiver and Spousal Protection Option, applicants can elect the 5% Enhanced Death Benefit Option for an additional charge at an annualized rate of 0.10% of the daily net assets of the variable account.
 
If this option is elected and the annuitant dies before the annuitization date, the death benefit will be the greater of:
 
(1)
the contract value; or
 
(2)
the total of all purchase payments, less any amounts surrendered, accumulated at 5% simple interest from the date of each purchase payment or surrender to the most recent contract anniversary prior to the annuitant’s 86th birthday, less an adjustment for amounts subsequently surrendered, plus purchase payments received since that contract anniversary.
 
The total accumulated amount will not exceed 200% of the net of purchase payments and amounts surrendered.  The adjustment for amounts subsequently surrendered after the most recent contract anniversary will reduce the 5% interest anniversary value in the same proportion that the contract value was reduced on the date(s) of the partial surrender(s).
 
This death benefit option includes a Long-Term Care/Nursing Home Waiver, which is discussed later in this provision.
 
This death benefit option may be elected along with the One-Year Step Up Death Benefit Option, in which case the death benefit will be the greater of the two benefits.
 
Spousal Protection Feature
 
The One-Year Enhanced Death Benefit with Long-Term Care/Nursing Home Waiver and Spousal Protection Option and the Greater of One-Year or 5% Enhanced Death Benefit with Long-Term Care/Nursing Home Waiver and Spousal Protection Option include a Spousal Protection Feature. The Spousal Protection Feature allows a surviving spouse to continue the contract while receiving the economic benefit of the death benefit upon the death of the other spouse.  The Spousal Protection Feature is available only for contracts issued as Non-Qualified Contracts, IRAs and Roth IRAs, provided the conditions described below are satisfied.  There is no additional charge for this feature.
 
(1)
One or both spouses (or a revocable trust of which either or both of the spouses is/are grantor(s)) must be named as the contract owner.  For contracts issued as IRAs and Roth IRAs, only the person for whom the IRA or Roth IRA was established may be named as the contract owner;
 
(2)
The spouses must be co-annuitants;
 
(3)
Both co-annuitants must be age 85 or younger at the time the contract is issued;
 
(4)
The spouses must each be named as beneficiaries;
 
(5)
No person other than the spouse may be named as contract owner, annuitant or primary beneficiary;
 
(6)
If both spouses are alive upon annuitization, the contract owner must specify which spouse is the annuitant upon whose continuation of life any annuity payments involving life contingencies depend (for IRA and Roth IRA contracts, this person must be the contract owner);

41


 
(7)
If a co-annuitant dies before the annuitization date, the surviving spouse may continue the contract as its sole contract owner.  If the chosen death benefit is higher than the contract value at the time of death, the contract value will be adjusted to equal the applicable death benefit amount.  The surviving spouse may then name a new beneficiary but may not name another co-annuitant; and
 
(8)
If a co-annuitant is added at any time after the election of the optional death benefit, a copy of the certificate of marriage must be provided to the home office.  In addition, the date of marriage must be after the election of the death benefit option.
 
Long-Term Care/Nursing Home and Terminal Illness Waiver
 
All of the death benefit options (but not the standard death benefit) include a Long-Term Care/Nursing Home and Terminal Illness Waiver, which may be invoked when the following conditions are satisfied.
 
No CDSC will be charged if:
 
(1)
the third contract anniversary has passed; and
 
(2)
the contract owner has been confined to a long-term care facility or hospital for a continuous 90-day period that began after the contract issue date; or
 
(3)
the contract owner has been diagnosed by a physician at any time after contract issuance, to have a terminal illness; and
 
(4)
Nationwide receives and records such a letter from that physician indicating such diagnosis.
 
Written notice and proof of terminal illness or confinement for 90 days in a hospital or long term care facility must be received in a form satisfactory to Nationwide and recorded at Nationwide’s home office prior to waiver of the CDSC.
 
In the case of joint ownership, the waivers will apply if either joint owner meets the qualifications listed above.
For those contracts that have a non-natural person as contract owner as an agent for a natural person, the annuitant may exercise the right of the contract owner for purposes described in this provision.  If the non-natural contract owner does not own the contract as an agent for a natural person (e.g., the contract owner is a corporation or a trust for the benefit of an entity), the annuitant may not exercise the rights described in this provision.
 
 
Nationwide will mail contract owners statements and reports.  Therefore, contract owners should promptly notify Nationwide of any address change.
 
These mailings will contain:
 
·
statements showing the contract’s quarterly activity;
 
·
confirmation statements showing transactions that affect the contract's value.  Confirmation statements will not be sent for recurring transactions (i.e., dollar cost averaging or salary reduction programs).  Instead, confirmation of recurring transactions will appear in the contract’s quarterly statements; and
 
·
semi-annual and annual reports of allocated underlying mutual funds.
 
Contract owners should review statements and confirmations carefully.  All errors or corrections must be reported to Nationwide immediately to assure proper crediting to the contract.  Unless Nationwide is notified within 30 days of receipt of the statement, Nationwide will assume statements and confirmation statements are correct.
 
IMPORTANT NOTICE REGARDING DELIVERY OF SECURITY HOLDER DOCUMENTS
 
When multiple copies of the same disclosure document(s), such as prospectuses, supplements, proxy statements and semi-annual and annual reports are required to be mailed to multiple contract owners in the same household, Nationwide will mail only one copy of each document, unless notified otherwise by the contract owner(s).  Household delivery will continue for the life of the contracts.  Please call 1-866-223-0303 to resume regular delivery.  Please allow 30 days for regular delivery to resume.
 
 
Nationwide is a party to litigation and arbitration proceedings in the ordinary course of its business. It is often not possible to determine the ultimate outcome of the pending investigations and legal proceedings or to provide reasonable ranges of potential losses with any degree of certainty. Some matters, including certain of those referred to below, are in very preliminary stages, and Nationwide does not have sufficient information to make an assessment of the plaintiffs’ claims for liability or damages. In some of the cases seeking to be certified as class actions, the court has not yet decided whether a class will be certified or (in the event of certification) the size of the class and class period. In many of the cases, the plaintiffs are seeking undefined amounts of damages or other relief, including punitive damages and equitable remedies, which are difficult to quantify and cannot be defined based on the information currently available. Nationwide does not believe, based on information currently known by management, that the outcomes of such pending investigations and legal proceedings are likely to have a material adverse effect on Nationwide’s consolidated financial position. However, given the large and/or indeterminate amounts sought in certain of these matters and inherent unpredictability of litigation, it is possible that an adverse outcome in certain matters could have a material adverse effect on Nationwide’s consolidated financial results in a particular quarterly or annual period.
 
In recent years, life insurance companies have been named as defendants in lawsuits, including class action lawsuits relating to life insurance and annuity pricing and sales practices. A number of these lawsuits have resulted in substantial jury awards or settlements against life insurers other than Nationwide.

42


 
The financial services industry, including mutual fund, variable annuity, life insurance and distribution companies, has also been the subject of increasing scrutiny by regulators, legislators and the media over the past few years. Numerous regulatory agencies, including the SEC, the National Association of Securities Dealers and the New York State Attorney General, have commenced industry-wide investigations regarding late trading and market timing in connection with mutual funds and variable insurance contracts, and have commenced enforcement actions against some mutual fund and life insurance companies on those issues. Nationwide has been contacted by or received subpoenas from the SEC and the New York State Attorney General, who are investigating market timing in certain mutual funds offered in insurance products sponsored by Nationwide. Nationwide has cooperated with these investigations. Information requests from the New York State Attorney General and the SEC with respect to investigations into late trading and market timing were last responded to by Nationwide and its affiliates in December 2003 and June 2005, respectively, and no further information requests have been received with respect to these matters.
 
In addition, state and federal regulators have commenced investigations or other proceedings relating to compensation and bidding arrangements and possible anti-competitive activities between insurance producers and brokers and issuers of insurance products, and unsuitable sales and replacements by producers on behalf of the issuer. Also under investigation are compensation and revenue sharing arrangements between the issuers of variable insurance contracts and mutual funds or their affiliates, the use of side agreements and finite reinsurance agreements, funding agreements issued to back MTN programs, recordkeeping and retention compliance by broker/dealers, and supervision of former registered representatives. Related investigations and proceedings may be commenced in the future. Nationwide and/or its affiliates have been contacted by or received subpoenas from state and federal regulatory agencies, state securities law regulators and state attorneys general for information relating to certain of these investigations, including those relating to compensation, revenue sharing and bidding arrangements, anti-competitive activities, unsuitable sales or replacement practices, the use of side agreements and finite reinsurance agreements, and funding agreements backing the Nationwide’s MTN program. Nationwide is cooperating with regulators in connection with these inquiries and will cooperate with Nationwide Mutual Insurance Company (NMIC) in responding to these inquiries to the extent that any inquiries encompass NMIC’s operations.
 
These proceedings are expected to continue in the future and could result in legal precedents and new industry-wide legislation, rules and regulations that could significantly affect the financial services industry, including life insurance and annuity companies. These proceedings also could affect the outcome of one or more of Nationwide’s litigation matters. There can be no assurance that any such litigation or regulatory actions will not have a material adverse effect on Nationwide in the future.
 
On November 15, 2006, Nationwide was named in a lawsuit filed in the United States District Court for the Southern District of Ohio entitled Kevin Beary, Sheriff of Orange County, Florida, In His Official Capacity, Individually and On Behalf of All Others Similarly Situated v. Nationwide Life Insurance Co., Nationwide Retirement Solutions, Inc. and Nationwide Financial Services, Inc. The plaintiff seeks to represent a class of all sponsors of 457(b) deferred compensation plans in the United States that had variable annuity contracts with the defendants at any time during the class period, or in the alternative, all sponsors of 457(b) deferred compensation plans in Florida that had variable annuity contracts with the defendants during the class period. The Class Period is from January 1, 1996 until the Class Notice is provided. The plaintiff alleges that the defendants breached their fiduciary duties by arranging for and retaining service payments from certain mutual funds. The complaint seeks an accounting, a declaratory judgment, a permanent injunction and disgorgement or restitution of the service fee payments allegedly received by the defendants, including interest. On January 25, 2007, Nationwide filed a motion to dismiss.  Nationwide intends to defend this lawsuit vigorously.
 
On February 11, 2005, Nationwide was named in a class action lawsuit filed in Common Pleas Court, Franklin County, Ohio entitled Michael Carr v. Nationwide Life Insurance Company. The complaint seeks recovery for breach of contract, fraud by omission, violation of the Ohio Deceptive Trade Practices Act and unjust enrichment. The complaint also seeks unspecified compensatory damages, disgorgement of all amounts in excess of the guaranteed maximum premium and attorneys’ fees. On February 2, 2006, the Court granted the plaintiff’s motion for class certification on the breach of contract and unjust enrichment claims. The Court certified a class consisting of all residents of the United States and the Virgin Islands who, during the Class Period, paid premiums on a modal basis to Nationwide for term life insurance policies issued by Nationwide during the Class Period that provide for guaranteed maximum premiums, excluding certain specified products. Excluded from the class are Nationwide; any parent, subsidiary or affiliate of Nationwide; all employees, officers and directors of Nationwide; and any justice, judge or magistrate judge of the State of Ohio who may hear the case. The Class Period is from February 10, 1990 through February 2, 2006, the date the class was certified. On January 26, 2007, the plaintiff filed a motion for summary judgment. Nationwide continues to defend this lawsuit vigorously.
 
On April 13, 2004, Nationwide was named in a class action lawsuit filed in Circuit Court, Third Judicial Circuit, Madison County, Illinois, entitled Woodbury v. Nationwide Life Insurance Company. Nationwide removed this case to the United States District Court for the Southern District of Illinois on June 1, 2004. On December 27, 2004, the case was transferred to the United States District Court for the District of Maryland and included in the multi-district proceeding entitled In Re Mutual Funds Investment Litigation. In response, on May 13, 2005, the plaintiff filed a First Amended Complaint purporting to represent, with certain exceptions, a class of all persons who held (through their ownership of a

43


 
Nationwide annuity or insurance product) units of any Nationwide sub-account invested in mutual funds that included foreign securities in their portfolios and that experienced market timing or stale price trading activity. The First Amended Complaint purports to disclaim, with respect to market timing or stale price trading in Nationwide’s annuities sub-accounts, any allegation based on Nationwide’s untrue statement, failure to disclose any material fact, or usage of any manipulative or deceptive device or contrivance in connection with any class member’s purchases or sales of Nationwide annuities or units in annuities sub-accounts. The plaintiff claims, in the alternative, that if Nationwide is found with respect to market timing or stale price trading in its annuities sub-accounts, to have made any untrue statement, to have failed to disclose any material fact or to have used or employed any manipulative or deceptive device or contrivance, then the plaintiff purports to represent a class, with certain exceptions, of all persons who, prior to Nationwide’s untrue statement, omission of material fact, use or employment of any manipulative or deceptive device or contrivance, held (through their ownership of an Nationwide annuity or insurance product) units of any Nationwide sub-account invested in mutual funds that included foreign securities in their portfolios and that experienced market timing activity. The First Amended Complaint alleges common law negligence and seeks to recover damages not to exceed $75,000 per plaintiff or class member, including all compensatory damages and costs. On June 1, 2006, the District Court granted Nationwide’s motion to dismiss the plaintiff’s complaint. On November 29, 2006, the plaintiff filed its appellate brief with the Fourth Circuit Court of Appeals contesting the District Court’s dismissal. Nationwide continues to defend this lawsuit vigorously.
 
On January 21, 2004, Nationwide was named in a lawsuit filed in the United States District Court for the Northern District of Mississippi entitled United Investors Life Insurance Company v. Nationwide Life Insurance Company and/or Nationwide Life Insurance Company of America and/or Nationwide Life and Annuity Insurance Company and/or Nationwide Life and Annuity Company of America and/or Nationwide Financial Services, Inc. and/or Nationwide Financial Corporation, and John Does A-Z. In its complaint, the plaintiff alleges that Nationwide and/or its affiliated life insurance companies caused the replacement of variable insurance policies and other financial products issued by United Investors with policies issued by the Companies. The plaintiff raises claims for (1) violations of the Federal Lanham Act, and common law unfair competition and defamation; (2) tortious interference with the plaintiff’s contractual relationship with Waddell & Reed, Inc. and/or its affiliates, Waddell & Reed Financial, Inc., Waddell & Reed Financial Services, Inc. and W&R Insurance Agency, Inc., or with the plaintiff’s contractual relationships with its variable policyholders; (3) civil conspiracy; and (4) breach of fiduciary duty. The complaint seeks compensatory damages, punitive damages, pre- and post-judgment interest, a full accounting, a constructive trust and costs and disbursements, including attorneys’ fees. On December 30, 2005, Nationwide filed a motion for summary judgment. On June 15, 2006, the District Court granted Nationwide’s motion for summary judgment on all grounds and dismissed the plaintiff’s entire case with prejudice. The plaintiff appealed the District Court’s decision to the Fifth Circuit Court of Appeals. The appeal has been fully briefed, and Nationwide is awaiting a decision. Nationwide continues to defend this lawsuit vigorously.
 
On August 15, 2001, Nationwide was named in a lawsuit filed in the United States District Court for the District of Connecticut entitled Lou Haddock, as trustee of the Flyte Tool & Die, Incorporated Deferred Compensation Plan, et al v. Nationwide Financial Services, Inc. and Nationwide Life Insurance Company. Currently, the plaintiffs’ fifth amended complaint, filed March 21, 2006, purports to represent a class of qualified retirement plans under ERISA that purchased variable annuities from Nationwide. The plaintiffs allege that they invested ERISA plan assets in their variable annuity contracts and that Nationwide breached ERISA fiduciary duties by allegedly accepting service payments from certain mutual funds. The complaint seeks disgorgement of some or all of the payments allegedly received by Nationwide, other unspecified relief for restitution, declaratory and injunctive relief, and attorneys’ fees. To date, the District Court has rejected the plaintiffs’ request for certification of the alleged class. Nationwide’s motion to dismiss the plaintiffs’ fifth amended complaint is currently pending before the court. Nationwide continues to defend this lawsuit vigorously.
 
The general distributor, NISC, is not engaged in any litigation of any material nature.
 

 

 



Page
General Information and History
1
Services
1
Purchase of Securities Being Offered
2
Underwriters
2
Advertising
2
Annuity Payments
2
Condensed Financial Information
3
Financial Statements
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The underlying mutual funds listed below are designed primarily as investments for variable annuity contracts and variable life insurance policies issued by insurance companies.  There is no guarantee that the investment objectives will be met.
 
 
Please refer to the prospectus for each underlying mutual fund for more detailed information
 
American Century Variable Portfolios, Inc. - American Century VP Income & Growth Fund: Class I
This underlying mutual fund is only available in contracts issued before May 1, 2006
Investment Adviser:
American Century Investment Management, Inc.
Investment Objective:
Capital growth by investing in common stocks.
 
American Century Variable Portfolios, Inc. - American Century VP International Fund: Class I
This underlying mutual fund is no longer available to receive transfers or new purchase payments effective May 1, 2002
Investment Adviser:
American Century Global Investment Management, Inc.
Investment Objective:
Capital growth.
 
American Century Variable Portfolios, Inc. - American Century VP International Fund: Class III
Investment Adviser:
American Century Global Investment Management, Inc.
Investment Objective:
Capital growth.
 
This underlying mutual fund assesses a short-term trading fee (please see "Short-Term Trading Fees" earlier in this
prospectus).
 
American Century Variable Portfolios, Inc. - American Century VP Ultra Fund: Class I
This underlying mutual fund is only available in contracts for which good order applications were received before May 1, 2007
Investment Adviser:
American Century Investment Management, Inc.
Investment Objective:
Long-term capital growth.
 
American Century Variable Portfolios, Inc. - American Century VP Value Fund: Class I
Investment Adviser:
American Century Investment Management, Inc.
Investment Objective:
Long-term capital growth with income as a secondary objective.
 
Dreyfus Investment Portfolios - Small Cap Stock Index Portfolio: Service Shares
Investment Adviser:
The Dreyfus Corporation
Investment Objective:
To match performance of the S&P SmallCap 600 Index®.
 
Dreyfus Socially Responsible Growth Fund, Inc.: Initial Shares
This underlying mutual fund is only available in contracts issued before May 1, 2004
Investment Adviser:
The Dreyfus Corporation
Investment Objective:
Capital growth with current income as a secondary goal.
 
Dreyfus Stock Index Fund, Inc.: Initial Shares
Investment Adviser:
The Dreyfus Corporation
Investment Objective:
To match performance of the S&P 500.
 
Dreyfus Variable Investment Fund - Appreciation Portfolio: Initial Shares
Investment Adviser:
The Dreyfus Corporation
Investment Objective:
Long-term capital growth consistent with the preservation of capital.
 
Dreyfus Variable Investment Fund - International Value Portfolio: Initial Shares
This underlying mutual fund is no longer available to receive transfers or new purchase payments effective May 1, 2004
Investment Adviser:
The Dreyfus Corporation
Investment Objective:
Long-term capital growth.
 
Federated Insurance Series - Federated Quality Bond Fund II: Primary Shares
Investment Adviser:
Federated Investment Management Company
Investment Objective:
Current income.
 
Fidelity Variable Insurance Products Fund - VIP Equity-Income Portfolio: Service Class
Investment Adviser:
FMR
Sub-adviser:
Fidelity Research & Analysis Company
Investment Objective:
Reasonable income.
 
Fidelity Variable Insurance Products Fund - VIP Growth Portfolio: Service Class
Investment Adviser:
Fidelity Management & Research Company
Sub-adviser:
FMR Co., Inc.
Investment Objective:
Capital appreciation.

45


 
Fidelity Variable Insurance Products Fund - VIP High Income Portfolio: Service Class
This underlying mutual fund is no longer available to receive transfers or new purchase payments effective May 1, 2007
Investment Adviser:
Fidelity Management & Research Company
Sub-adviser:
FMR Co., Inc.
Investment Objective:
High level of current income.
 
Fidelity Variable Insurance Products Fund - VIP High Income Portfolio: Service Class R
Investment Adviser:
Fidelity Management & Research Company
Sub-adviser:
FMR Co., Inc.
Investment Objective:
High level of current income.
 
This underlying mutual fund assesses a short-term trading fee (please see "Short-Term Trading Fees" earlier in this
prospectus).
 
Fidelity Variable Insurance Products Fund - VIP Overseas Portfolio: Service Class
This underlying mutual fund is no longer available to receive transfers or new purchase payments effective May 1, 2002
Investment Adviser:
FMR
Sub-adviser:
Fidelity Research & Analysis Company
Investment Objective:
Long-term capital growth.
 
Fidelity Variable Insurance Products Fund - VIP Overseas Portfolio: Service Class R
Investment Adviser:
Fidelity Management & Research Company
Sub-adviser:
FMR Co., Inc.
Investment Objective:
Long-term capital growth.
 
This underlying mutual fund assesses a short-term trading fee (please see "Short-Term Trading Fees" earlier in this
prospectus).
 
Fidelity Variable Insurance Products Fund II - VIP Contrafund® Portfolio: Service Class
Investment Adviser:
FMR
Sub-adviser:
Fidelity Research & Analysis Company
Investment Objective:
Long-term capital appreciation.
 
Fidelity Variable Insurance Products Fund III - VIP Growth Opportunities Portfolio: Service Class
This underlying mutual fund is only available in contracts issued before May 1, 2002
Investment Adviser:
FMR
Sub-adviser:
Fidelity Research & Analysis Company
Investment Objective:
Capital growth.
 
Fidelity Variable Insurance Products Fund III - VIP Value Strategies Portfolio: Service Class
This underlying mutual fund is only available in contracts issued before May 1, 2006
Investment Adviser:
FMR
Sub-adviser:
Fidelity Research & Analysis Company
Investment Objective:
Capital appreciation.
 
J.P. Morgan Series Trust II - J.P. Morgan Mid Cap Value Portfolio
This underlying mutual fund is no longer available to receive transfers or new purchase payments effective May 1, 2006
Investment Adviser:
J.P. Morgan Investment Management Inc.
Investment Objective:
Growth from capital appreciation.
 
Janus Aspen Series - Forty Portfolio: Service Shares
Investment Adviser:
Janus Capital Management LLC
Investment Objective:
Long-term growth of capital.
 
Janus Aspen Series - Global Technology Portfolio: Service II Shares
This underlying mutual fund is only available in contracts issued before May 1, 2004
Investment Adviser:
Janus Capital Management LLC
Investment Objective:
Long-term capital growth.
 
This underlying mutual fund assesses a short-term trading fee (please see "Short-Term Trading Fees" earlier in this
prospectus).
 
Janus Aspen Series - Global Technology Portfolio: Service Shares
This underlying mutual fund is no longer available to receive transfers or new purchase payments effective May 1, 2002
Investment Adviser:
Janus Capital Management LLC
Investment Objective:
Long-term capital growth.

46


 
Janus Aspen Series - International Growth Portfolio: Service II Shares
Investment Adviser:
Janus Capital Management LLC
Investment Objective:
Long-term capital growth.
 
This underlying mutual fund assesses a short-term trading fee (please see "Short-Term Trading Fees" earlier in this
prospectus).
 
Janus Aspen Series - International Growth Portfolio: Service Shares
This underlying mutual fund is no longer available to receive transfers or new purchase payments effective May 1, 2002
Investment Adviser:
Janus Capital Management LLC
Investment Objective:
Long-term capital growth.
 
Nationwide Variable Insurance Trust - Federated NVIT High Income Bond Fund: Class I
This underlying mutual fund is no longer available to receive transfers or new purchase payments effective May 1, 2005
Investment Adviser:
Gartmore Mutual Fund Capital Trust
Sub-adviser:
Federated Investment Management Company
Investment Objective:
High current income.
 
Nationwide Variable Insurance Trust - Federated NVIT High Income Bond Fund: Class III
Investment Adviser:
Gartmore Mutual Fund Capital Trust
Sub-adviser:
Federated Investment Management Company
Investment Objective:
High current income.
 
This underlying mutual fund assesses a short-term trading fee (please see "Short-Term Trading Fees" earlier in this
prospectus).
 
Nationwide Variable Insurance Trust - Gartmore NVIT Emerging Markets Fund: Class I
This underlying mutual fund is no longer available to receive transfers or new purchase payments effective May 1, 2002
Investment Adviser:
Gartmore Mutual Fund Capital Trust
Sub-adviser:
Gartmore Global Partners
Investment Objective:
Long-term capital growth by investing primarily in equity securities of companies located in emerging market countries.
 
Nationwide Variable Insurance Trust - Gartmore NVIT Emerging Markets Fund: Class III
Investment Adviser:
Gartmore Mutual Fund Capital Trust
Sub-adviser:
Gartmore Global Partners
Investment Objective:
Long-term capital growth by investing primarily in equity securities of companies located in emerging market countries.
 
This underlying mutual fund assesses a short-term trading fee (please see "Short-Term Trading Fees" earlier in this
prospectus).
 
Nationwide Variable Insurance Trust - Gartmore NVIT Global Utilities Fund: Class III
This underlying mutual fund is only available in contracts issued before May 1, 2004
Investment Adviser:
Gartmore Mutual Fund Capital Trust
Sub-adviser:
Gartmore Global Partners
Investment Objective:
Long-term capital growth.
 
This underlying mutual fund assesses a short-term trading fee (please see "Short-Term Trading Fees" earlier in this
prospectus).
 
Nationwide Variable Insurance Trust - Gartmore NVIT International Growth Fund: Class I
This underlying mutual fund is no longer available to receive transfers or new purchase payments effective May 1, 2002
Investment Adviser:
Gartmore Mutual Fund Capital Trust
Sub-adviser:
Gartmore Global Partners
Investment Objective:
Long-term capital growth by investing primarily in equity securities of companies in Europe, Australasia, the Far East and other regions, including developing countries.
 
Nationwide Variable Insurance Trust - Gartmore NVIT International Growth Fund: Class III
Investment Adviser:
Gartmore Mutual Fund Capital Trust
Sub-adviser:
Gartmore Global Partners
Investment Objective:
Long-term capital growth by investing primarily in equity securities of companies in Europe, Australasia, the Far East and other regions, including developing countries.
 
This underlying mutual fund assesses a short-term trading fee (please see "Short-Term Trading Fees" earlier in this
prospectus).

47


 
Nationwide Variable Insurance Trust - Gartmore NVIT Worldwide Leaders Fund: Class I
This underlying mutual fund is no longer available to receive transfers or new purchase payments effective May 1, 2003
Investment Adviser:
Gartmore Mutual Fund Capital Trust
Sub-adviser:
Gartmore Global Partners
Investment Objective:
Long-term capital growth.
 
Nationwide Variable Insurance Trust - Gartmore NVIT Worldwide Leaders Fund: Class III
Investment Adviser:
Gartmore Mutual Fund Capital Trust
Sub-adviser:
Gartmore Global Partners
Investment Objective:
Long-term capital growth.
 
This underlying mutual fund assesses a short-term trading fee (please see "Short-Term Trading Fees" earlier in this
prospectus).
 
Nationwide Variable Insurance Trust - J.P. Morgan NVIT Balanced Fund: Class I
Investment Adviser:
Gartmore Mutual Fund Capital Trust
Sub-adviser:
J.P. Morgan Investment Management Inc.
Investment Objective:
High total return from a diversified portfolio of equity and fixed income securities.
 
Nationwide Variable Insurance Trust - Nationwide Multi-Manager NVIT Small Cap Growth Fund: Class I
Investment Adviser:
Gartmore Mutual Fund Capital Trust
Sub-adviser:
Oberweis Asset Management, Inc.; Waddell & Reed Investment ManagementCompany
Investment Objective:
Capital growth.
 
Nationwide Variable Insurance Trust - Nationwide Multi-Manager NVIT Small Cap Value Fund: Class I
Investment Adviser:
Gartmore Mutual Fund Capital Trust
Sub-adviser:
Epoch Investment Partners, Inc.; J.P. Morgan Investment Management Inc.
Investment Objective:
Capital appreciation.
 
Nationwide Variable Insurance Trust - Nationwide Multi-Manager NVIT Small Company Fund: Class I
Investment Adviser:
Gartmore Mutual Fund Capital Trust
Sub-adviser:
American Century Investment Management Inc.; Franklin Portfolio Associates LLC; Gartmore Global Partners; Morgan Stanley Investment Management Inc.; Neuberger Berman, LLC; Waddell & Reed Investment Management Company
Investment Objective:
Long-term growth of capital.
 
Nationwide Variable Insurance Trust - Nationwide NVIT Global Financial Services Fund: Class III
This underlying mutual fund is only available in contracts issued before May 1, 2004
Investment Adviser:
Gartmore Mutual Fund Capital Trust
Sub-adviser:
Gartmore Global Partners
Investment Objective:
Long-term capital growth.
 
This underlying mutual fund assesses a short-term trading fee (please see "Short-Term Trading Fees" earlier in this
prospectus).
 
Nationwide Variable Insurance Trust - Nationwide NVIT Global Health Sciences Fund: Class III
Investment Adviser:
Gartmore Mutual Fund Capital Trust
Investment Objective:
Long-term capital appreciation.
 
This underlying mutual fund assesses a short-term trading fee (please see "Short-Term Trading Fees" earlier in this
prospectus).
 
Nationwide Variable Insurance Trust - Nationwide NVIT Global Technology and Communications Fund: Class I
This underlying mutual fund is no longer available to receive transfers or new purchase payments effective May 1, 2002
Investment Adviser:
Gartmore Mutual Fund Capital Trust
Investment Objective:
Long-term capital appreciation.
 
Nationwide Variable Insurance Trust - Nationwide NVIT Global Technology and Communications Fund: Class III
Investment Adviser:
Gartmore Mutual Fund Capital Trust
Investment Objective:
Long-term capital appreciation.
 
This underlying mutual fund assesses a short-term trading fee (please see "Short-Term Trading Fees" earlier in this
prospectus).

48


 
Nationwide Variable Insurance Trust - Nationwide NVIT Government Bond Fund: Class I
Investment Adviser:
Gartmore Mutual Fund Capital Trust
Investment Objective:
To provide a high level of income as is consistent with the preservation of capital.
 
Nationwide Variable Insurance Trust - Nationwide NVIT Growth Fund: Class I
Investment Adviser:
Gartmore Mutual Fund Capital Trust
Investment Objective:
Long-term capital appreciation.
 
Nationwide Variable Insurance Trust - Nationwide NVIT Investor Destinations Aggressive Fund: Class II
Investment Adviser:
Gartmore Mutual Fund Capital Trust
Investment Objective:
To maximize growth of capital consistent with a more aggressive level of risk as compared to the other Investor Destinations Funds.
 
The Nationwide NVIT Investor Destinations Funds are designed to provide diversification and asset allocation across
several types of investments and asset classes, primarily by investing in underlying funds.  Therefore, a proportionate share
 of the fees and expenses of the underlying funds are indirectly borne by investors.  Please refer to the prospectus for
Nationwide NVIT Investor Destinations Funds for more information.
 
Nationwide Variable Insurance Trust - Nationwide NVIT Investor Destinations Conservative Fund: Class II
Investment Adviser:
Gartmore Mutual Fund Capital Trust
Investment Objective:
High level of return consistent with a conservative level of risk compared tothe other Investor Destinations Funds.
 
The Nationwide NVIT Investor Destinations Funds are designed to provide diversification and asset allocation across
several types of investments and asset classes, primarily by investing in underlying funds.  Therefore, a proportionate share
 of the fees and expenses of the underlying funds are indirectly borne by investors.  Please refer to the prospectus for
Nationwide NVIT Investor Destinations Funds for more information.
 
Nationwide Variable Insurance Trust - Nationwide NVIT Investor Destinations Moderate Fund: Class II
Investment Adviser:
Gartmore Mutual Fund Capital Trust
Investment Objective:
High level of total return consistent with a moderate level of risk as compared to other Investor Destinations Funds.
 
The Nationwide NVIT Investor Destinations Funds are designed to provide diversification and asset allocation across
several types of investments and asset classes, primarily by investing in underlying funds.  Therefore, a proportionate share
 of the fees and expenses of the underlying funds are indirectly borne by investors.  Please refer to the prospectus for
Nationwide NVIT Investor Destinations Funds for more information.
 
Nationwide Variable Insurance Trust - Nationwide NVIT Investor Destinations Moderately Aggressive Fund: Class II
Investment Adviser:
Gartmore Mutual Fund Capital Trust
Investment Objective:
Growth of capital, but also seeks income consistent with a moderately aggressive level of risk as compared to the other Investor Destinations Funds.
 
The Nationwide NVIT Investor Destinations Funds are designed to provide diversification and asset allocation across
several types of investments and asset classes, primarily by investing in underlying funds.  Therefore, a proportionate share
 of the fees and expenses of the underlying funds are indirectly borne by investors.  Please refer to the prospectus for
Nationwide NVIT Investor Destinations Funds for more information.
 
Nationwide Variable Insurance Trust - Nationwide NVIT Investor Destinations Moderately Conservative Fund: Class II
Investment Adviser:
Gartmore Mutual Fund Capital Trust
Investment Objective:
High level of total return consistent with a moderately conservative level of risk.
 
The Nationwide NVIT Investor Destinations Funds are designed to provide diversification and asset allocation across
several types of investments and asset classes, primarily by investing in underlying funds.  Therefore, a proportionate share
 of the fees and expenses of the underlying funds are indirectly borne by investors.  Please refer to the prospectus for
Nationwide NVIT Investor Destinations Funds for more information.
 
Nationwide Variable Insurance Trust - Nationwide NVIT Mid Cap Growth Fund: Class I
Investment Adviser:
Gartmore Mutual Fund Capital Trust
Investment Objective:
Long-term capital appreciation.
 
Nationwide Variable Insurance Trust - Nationwide NVIT Money Market Fund: Class I
Investment Adviser:
Gartmore Mutual Fund Capital Trust
Investment Objective:
High level of current income as is consistent with the preservation of capitaland maintenance of liquidity.

49


 
Nationwide Variable Insurance Trust - Nationwide NVIT U.S. Growth Leaders Fund: Class III
Investment Adviser:
Gartmore Mutual Fund Capital Trust
Investment Objective:
Long-term growth of capital.
 
This underlying mutual fund assesses a short-term trading fee (please see "Short-Term Trading Fees" earlier in this
prospectus).
 
Nationwide Variable Insurance Trust - NVIT Mid Cap Index Fund: Class I
Investment Adviser:
Gartmore Mutual Fund Capital Trust
Sub-adviser:
Fund Asset Management, LP
Investment Objective:
Capital appreciation.
 
Nationwide Variable Insurance Trust - NVIT Nationwide® Fund: Class I
Investment Adviser:
Gartmore Mutual Fund Capital Trust
Investment Objective:
Total return through a flexible combination of capital appreciation and current income.
 
Nationwide Variable Insurance Trust - NVIT Nationwide® Leaders Fund: Class III
Investment Adviser:
Gartmore Mutual Fund Capital Trust
Investment Objective:
High total return from a concentrated portfolio of U.S. securities.
 
This underlying mutual fund assesses a short-term trading fee (please see "Short-Term Trading Fees" earlier in this
prospectus).
 
Nationwide Variable Insurance Trust - Van Kampen NVIT Comstock Value Fund: Class I
Investment Adviser:
Gartmore Mutual Fund Capital Trust
Sub-adviser:
Van Kampen Asset Management
Investment Objective:
Seeks capital growth and income through investments in equity securities, including common stocks and securities convertibles into common stocks.
 
Nationwide Variable Insurance Trust - Van Kampen NVIT Multi Sector Bond Fund: Class I
Investment Adviser:
Gartmore Mutual Fund Capital Trust
Sub-adviser:
Van Kampen Asset Management
Investment Objective:
Above average total return over a market cycle of three to five years.
 
Neuberger Berman Advisers Management Trust - AMT Guardian Portfolio: I Class
Investment Adviser:
Neuberger Berman Management Inc.
Investment Objective:
Long-term capital growth and, secondarily, current income.
 
Neuberger Berman Advisers Management Trust - AMT Mid-Cap Growth Portfolio: I Class
This underlying mutual fund is only available in contracts issued before May 1, 2004
Investment Adviser:
Neuberger Berman Management Inc.
Sub-adviser:
Neuberger Berman, LLC
Investment Objective:
Capital growth.
 
Neuberger Berman Advisers Management Trust - AMT Partners Portfolio: I Class
Investment Adviser:
Neuberger Berman Management Inc.
Sub-adviser:
Neuberger Berman, LLC
Investment Objective:
Capital growth.
 
Neuberger Berman Advisers Management Trust - AMT Socially Responsive Portfolio: I Class
Investment Adviser:
Neuberger Berman Management Inc.
Sub-adviser:
Neuberger Berman, LLC
Investment Objective:
Long-term capital growth by investing primarily in securities of companies that meet certain financial criteria and social policy.
 
Oppenheimer Variable Account Funds - Oppenheimer Capital Appreciation Fund/VA: Non-Service Shares
Investment Adviser:
OppenheimerFunds, Inc.
Investment Objective:
Capital appreciation by investing in securities of well-known, established companies.

50


 
Oppenheimer Variable Account Funds - Oppenheimer Global Securities Fund/VA: Class 3
Investment Adviser:
OppenheimerFunds, Inc.
Investment Objective:
Long-term capital appreciation by investing a substantial portion of its assets in securities of foreign issuers, "growth-type" companies, cyclical industries and special situations that are considered to have appreciation thatare considered to have appreciation possibilities.
 
This underlying mutual fund assesses a short-term trading fee (please see "Short-Term Trading Fees" earlier in this
prospectus).
 
Oppenheimer Variable Account Funds - Oppenheimer Global Securities Fund/VA: Non-Service Shares
This underlying mutual fund is no longer available to receive transfers or new purchase payments effective May 1, 2003
Investment Adviser:
OppenheimerFunds, Inc.
Investment Objective:
Long-term capital appreciation by investing a substantial portion of its assets in securities of foreign issuers, "growth-type" companies, cyclical industries and special situations that are considered to have appreciation
 
Oppenheimer Variable Account Funds - Oppenheimer Main Street Fund®/VA: Non-Service Shares
Investment Adviser:
OppenheimerFunds, Inc.
Investment Objective:
High total return which includes growth in the value of its shares as well as current income from equity and debt securities.
 
Oppenheimer Variable Account Funds - Oppenheimer MidCap Fund/VA: Non-Service Shares
Investment Adviser:
OppenheimerFunds, Inc.
Investment Objective:
Capital appreciation by investing in "growth type" companies.
 
The Universal Institutional Funds, Inc. - Emerging Markets Debt Portfolio: Class I
This underlying mutual fund is no longer available to receive transfers or new purchase payments effective May 1, 2004
Investment Adviser:
Morgan Stanley Investment Management Inc.
Investment Objective:
High total return by investing primarily in fixed income securities of government and government-related issuers and, to a lesser extent, of corporate issuers in emerging market countries.
 
The Universal Institutional Funds, Inc. - Mid Cap Growth Portfolio: Class I
This underlying mutual fund is only available in contracts for which good order applications were received before May 1, 2002
Investment Adviser:
Morgan Stanley Investment Management Inc.
Investment Objective:
Long-term capital growth by investing primarily in common stocks and other equity securities.
 
The Universal Institutional Funds, Inc. - U.S. Real Estate Portfolio: Class I
Investment Adviser:
Morgan Stanley Investment Management Inc.
Investment Objective:
Above average current income and long-term capital appreciation by investing primarily in equity securities of companies in the U.S. real estate industry, including real estate investment trusts.
 
Van Eck Worldwide Insurance Trust - Worldwide Emerging Markets Fund: Class R
This underlying mutual fund is only available in contracts issued before May 1, 2002
Investment Adviser:
Van Eck Associates Corporation
Investment Objective:
Long-term capital appreciation by investing primarily in equity securities in emerging markets around the world.
 
This underlying mutual fund assesses a short-term trading fee (please see "Short-Term Trading Fees" earlier in this
prospectus).
 
Van Eck Worldwide Insurance Trust - Worldwide Emerging Markets Fund: Initial Class
This underlying mutual fund is no longer available to receive transfers or new purchase payments effective May 1, 2004
Investment Adviser:
Van Eck Associates Corporation
Investment Objective:
Long-term capital appreciation by investing primarily in equity securities in emerging markets around the world.

51


 
Van Eck Worldwide Insurance Trust - Worldwide Hard Assets Fund: Class R
This underlying mutual fund is only available in contracts issued before May 1, 2002
Investment Adviser:
Van Eck Associates Corporation
Investment Objective:
Long-term capital appreciation by investing primarily in hard asset securities.  Income is a secondary consideration.
 
This underlying mutual fund assesses a short-term trading fee (please see "Short-Term Trading Fees" earlier in this
prospectus).
 
Van Eck Worldwide Insurance Trust - Worldwide Hard Assets Fund: Initial Class
This underlying mutual fund is no longer available to receive transfers or new purchase payments effective May 1, 2004
Investment Adviser:
Van Eck Associates Corporation
Investment Objective:
Long-term capital appreciation by investing primarily in hard asset securities.  Income is a secondary consideration.
 
Victory Variable Insurance Funds - Diversified Stock Fund: Class A Shares
Investment Adviser:
Victory Capital Management, Inc.
Investment Objective:
Long-term capital growth.
 
Wells Fargo Advantage Variable Trust - Wells Fargo Advantage VT Opportunity Fund
This underlying mutual fund is only available in contracts issued before May 1, 2004
Investment Adviser:
Wells Fargo Funds Management, LLC
Sub-adviser:
Wells Capital Management Incorporated
Investment Objective:
Long-term capital appreciation.

52


 
 
The following tables list the Condensed Financial Information (the accumulation unit value information for accumulation units outstanding) for contracts with no optional benefits (the minimum variable account charge of 0.95%) and contracts with all optional benefits available on December 31, 2006 (the maximum variable account charge of 3.95%).  Should the variable account charges applicable to your contract fall between the maximum and minimum charges, AND you wish to see a copy of the Condensed Financial Information applicable to your contract, such information can be obtained in the Statement of Additional Information FREE OF CHARGE by:

calling:    1-800-848-6331, TDD 1-800-238-3035
writing:    Nationwide Life Insurance Compan
                                                                  5100 Rings Road, RR1-04-F4
                                                                  Dublin, Ohio 43017-1522
             checking on-line at:    www.nationwide.com
 
The term "Period" is defined as a complete calendar year, unless otherwise noted.  Those Periods with an asterisk (*) reflect accumulation unit value information for a partial year only.
 
 
The Fidelity Variable Insurance Products Fund – VIP High Income Portfolio: Service Class R was added to the variable account effective May 1, 2007.  Therefore, no Condensed Financial Information is available.
 
No Optional Benefits Elected (Total 0.95%)
(Variable account charges of 0.95% of the daily net assets of the variable account)
Sub-Account
Accumulation Unit Value at Beginning of Period
Accumulation Unit Value at End of Period
Percent Change in Accumulation Unit Value
Number of Accumulation Units at End of Period
Period
 
 
 
 
 
 
American Century Variable Portfolios, Inc. - American Century VP Income & Growth Fund: Class I - Q/NQ
14.586411
16.917061
15.98%
3,444,606
2006
14.074150
14.586411
3.64%
4,615,071
2005
12.575258
14.074150
11.92%
5,510,499
2004
9.814828
12.575258
28.13%
6,227,886
2003
12.289665
9.814828
-20.14%
6,377,032
2002
13.539187
12.289665
-9.23%
7,038,530
2001
15.291612
13.539187
-11.46%
7,018,117
2000
13.081019
15.291612
16.90%
5,320,425
1999
10.409767
13.081019
25.66%
2,097,666
1998
 
 
 
 
 
 
American Century Variable Portfolios, Inc. - American Century VP International Fund: Class I - Q/NQ
13.842077
17.142206
23.84%
2,054,339
2006
12.339005
13.842077
12.18%
2,681,038
2005
10.839623
12.339005
13.83%
3,301,274
2004
8.789250
10.839623
23.33%
3,901,749
2003
11.143861
8.789250
-21.13%
4,884,295
2002
15.886136
11.143861
-29.85%
6,836,811
2001
19.282175
15.886136
-17.61%
7,422,625
2000
11.866841
19.282175
62.49%
5,138,722
1999
10.088106
11.866841
17.63%
2,651,670
1998
 
 
 
 
 
 

53



Sub-Account
Accumulation Unit Value at Beginning of Period
Accumulation Unit Value at End of Period
Percent Change in Accumulation Unit Value
Number of Accumulation Units at End of Period
Period
 
 
 
 
 
 
American Century Variable Portfolios, Inc. - American Century VP International Fund: Class III - Q/NQ
12.699179
15.726828
23.84%
1,369,713
2006
11.335610
12.699179
12.03%
1,614,885
2005
9.944610
11.335610
13.99%
1,802,117
2004
8.063541
9.944610
23.33%
1,669,705
2003
10.000000
8.063541
-19.36%
1,167,737
2002*
 
 
 
 
 
 
 
 
 
 
 
American Century Variable Portfolios, Inc. - American Century VP Ultra Fund: Class I - Q/NQ
10.961970
10.502404
-4.19%
278,928
2006
10.832229
10.961970
1.20%
525,286
2005
9.881229
10.832229
9.62%
467,426
2004
7.987225
9.881229
23.71%
350,280
2003
10.000000
7.987225
-20.13%
79,386
2002*
 
 
 
 
 
 
American Century Variable Portfolios, Inc. - American Century VP Value Fund: Class I - Q/NQ
17.882188
21.016797
17.53%
6,172,834
2006
17.188018
17.882188
4.04%
7,402,388
2005
15.177426
17.188018
13.25%
8,489,628
2004
11.882018
15.177426
27.73%
8,848,958
2003
13.728674
11.882018
-13.45%
8,706,954
2002
12.285793
13.728674
11.74%
7,058,645
2001
10.498316
12.285793
17.03%
3,301,779
2000
10.689857
10.498316
-1.79%
1,971,574
1999
10.296896
10.689857
3.82%
1,219,884
1998
 
 
 
 
 
 
Dreyfus Investment Portfolios - Small Cap Stock Index Portfolio: Service Shares - Q/NQ
13.346255
15.124914
13.33%
1,009,375
2006
12.565056
13.346255
6.22%
1,328,911
2005
10.407808
12.565056
20.73%
1,540,213
2004
7.626313
10.407808
36.47%
1,147,923
2003
10.000000
7.626313
-23.74%
253,906
2002*
           
The Dreyfus Socially Responsible Growth Fund, Inc.: Initial Shares - Q/NQ
10.763956
11.642959
8.17%
2,572,597
2006
10.487708
10.763956
2.63%
3,360,662
2005
9.969151
10.487708
5.20%
4,261,513
2004
7.987645
9.969151
24.81%
4,718,600
2003
11.349542
7.987645
-29.62%
5,328,865
2002
14.800297
11.349542
-23.32%
6,628,561
2001
16.794438
14.800297
-11.87%
425,730
2000
13.034607
16.794438
28.84%
4,588,496
1999
10.171132
13.034607
28.15%
1,586,203
1998
 
 
 
 
 
 

54



Sub-Account
Accumulation Unit Value at Beginning of Period
Accumulation Unit Value at End of Period
Percent Change in Accumulation Unit Value
Number of Accumulation Units at End of Period
Period
 
 
 
 
 
 
Dreyfus Stock Index Fund, Inc.: Initial Shares - Q/NQ
13.628340
15.591338
14.40%
17,244,709
2006
13.142116
13.628340
3.70%
22,221,850
2005
11.992131
13.142116
9.59%
26,967,465
2004
9.431842
11.992131
27.15%
29,991,213
2003
12.265220
9.431842
-23.10%
32,543,566
2002
14.101205
12.265220
-13.02%
35,512,451
2001
15.692141
14.101205
-10.14%
36,569,247
2000
13.135997
15.692141
19.46%
29,064,270
1999
10.343734
13.135997
26.99%
13,389,246
1998
 
 
 
 
 
 
Dreyfus Variable Investment Fund - Appreciation Portfolio: Initial Shares - Q/NQ
13.741095
15.853607
15.37%
2,459,480
2006
13.290671
13.741095
3.39%
3,349,509
2005
12.773575
13.290671
4.05%
4,118,795
2004
10.642941
12.773575
20.02%
4,718,834
2003
12.901502
10.642941
-17.51%
4,821,716
2002
14.363060
12.901502
-10.18%
5,172,648
2001
14.595134
14.363060
-1.59%
5,495,982
2000
13.220513
14.595134
10.40%
5,518,293
1999
10.249990
13.220513
28.98%
2,590,407
1998
 
 
 
 
 
 
Dreyfus Variable Investment Fund - International Value Portfolio: Initial Shares - Q/NQ
15.547645
18.880452
21.44%
6,581
2006
14.028393
15.547645
10.83%
6,800
2005
11.800187
14.028393
18.88%
6,800
2004
8.736895
11.800187
35.06%
6,056
2003
10.049505
8.736895
-13.06%
124
2002
10.000000
10.049505
0.50%
0
2001*
 
 
 
 
 
 
Federated Insurance Series - Federated Quality Bond Fund II: Primary Shares - Q/NQ
13.265501
13.685663
3.17%
4,856,315
2006
13.220856
13.265501
0.34%
6,369,737
2005
12.881356
13.220856
2.64%
7,095,885
2004
12.427549
12.881356
3.65%
8,143,242
2003
11.478449
12.427549
8.27%
7,863,778
2002
10.729245
11.478449
6.98%
5,032,718
2001
9.806807
10.729245
9.41%
1,638,098
2000
10.000000
9.806807
-1.93%
347,680
1999*
 
 
 
 
 
 

55



Sub-Account
Accumulation Unit Value at Beginning of Period
Accumulation Unit Value at End of Period
Percent Change in Accumulation Unit Value
Number of Accumulation Units at End of Period
Period
 
 
 
 
 
 
Fidelity Variable Insurance Products Fund - VIP Equity - Income Portfolio: Service Class - Q/NQ
14.857681
17.672051
18.94%
12,664,083
2006
14.183136
14.857681
4.76%
15,983,566
2005
12.885834
14.183136
10.32%
18,906,340
2004
9.967020
12.855834
28.98%
19,758,595
2003
12.123397
9.967020
-17.79%
18,534,617
2002
12.896641
12.123397
-6.00%
18,264,333
2001
12.021290
12.896641
7.28%
15,756,237
2000
11.422130
12.021290
5.25%
14,617,298
1999
10.338433
11.422130
10.48%
9,062,065
1998
 
 
 
 
 
 
Fidelity Variable Insurance Products Fund - VIP Growth Portfolio: Service Class - Q/NQ
13.159446
13.912262
5.72%
8,331,924
2006
12.572083
13.159446
4.67%
10,918,404
2005
12.291519
12.572083
2.28%
13,879,302
2004
9.345645
12.291519
31.52%
16,698,958
2003
13.517575
9.345645
-30.86%
17,097,622
2002
16.588646
13.517575
-18.51%
20,422,678
2001
18.830990
16.588646
-11.91%
21,776,437
2000
13.848033
18.830990
35.98%
15,207,362
1999
10.030842
13.848033
38.05%
4,170,789
1998
           
Fidelity Variable Insurance Products Fund - VIP High Income Portfolio: Service Class - Q/NQ
9.756538
10.744327
10.12%
5,694,880
2006
9.607448
9.756538
1.55%
7,303,219
2005
8.860680
9.607448
8.43%
8,889,914
2004
7.045440
8.860680
25.76%
10,624,626
2003
6.864641
7.045440
2.63%
9,076,687
2002
7.866679
6.864641
-12.74%
9,831,409
2001
10.262325
7.866679
-23.34%
9,388,222
2000
9.586675
10.262325
7.05%
9,053,822
1999
10.126638
9.586675
-5.33%
6,089,908
1998
 
 
 
 
 
 
Fidelity Variable Insurance Products Fund - VIP Overseas Portfolio: Service Class - Q/NQ
14.432708
16.861667
16.83%
1,260,983
2006
12.247224
14.432708
17.84%
1,670,693
2005
10.895150
12.247224
12.41%
2,033,030
2004
7.680997
10.895150
41.85%
2,416,526
2003
9.735184
7.680997
-21.10%
3,152,328
2002
12.485012
9.735184
-22.03%
4,161,991
2001
15.589761
12.485012
-19.92%
4,123,737
2000
11.047878
15.589761
41.11%
3,033,012
1999
9.902344
11.047878
11.57%
1,388,856
1998
 
 
 
 
 
 

56



Sub-Account
Accumulation Unit Value at Beginning of Period
Accumulation Unit Value at End of Period
Percent Change in Accumulation Unit Value
Number of Accumulation Units at End of Period
Period
 
 
 
 
 
 
Fidelity Variable Insurance Products Fund - VIP Overseas Portfolio: Service Class R - Q/NQ
14.558529
17.009083
16.83%
1,862,957
2006
12.358880
14.558529
17.80%
2,366,689
2005
10.993637
12.358880
12.42%
2,334,274
2004
7.747856
10.993637
41.89%
1,936,492
2003
10.000000
7.747856
-22.52%
726,014
2002*
 
 
 
 
 
 
Fidelity Variable Insurance Products Fund II - VIP Contrafund® Portfolio: Service Class - Q/NQ
19.058055
21.065302
10.53%
11,648,561
2006
16.466147
19.058055
15.74%
14,043,309
2005
14.413145
16.466147
14.24%
14,587,477
2004
11.336946
14.413145
27.13%
14,658,746
2003
12.636709
11.336946
-10.29%
15,001,342
2002
14.558242
12.636709
-13.20%
15,629,153
2001
15.755094
14.558242
-7.60%
16,830,929
2000
12.812355
15.755094
22.97%
13,447,724
1999
9.954885
12.812355
28.70%
5,839,973
1998
 
 
 
 
 
 
Fidelity Variable Insurance Products Fund III - VIP Growth Opportunities Portfolio: Service Class - Q/NQ
10.451486
10.901275
4.30%
2,077,078
2006
9.692526
10.451486
7.83%
2,834,579
2005
9.140227
9.692526
6.04%
3,507,744
2004
7.116855
9.140227
28.43%
4,135,611
2003
9.201903
7.116855
-22.66%
4,846,275
2002
10.858509
9.201903
-15.26%
5,952,156
2001
13.235715
10.858509
-17.96%
7,163,757
2000
12.826216
13.235715
3.19%
7,531,248
1999
10.400464
12.826216
23.32%
4,035,262
1998
 
 
 
 
 
 
Fidelity Variable Insurance Products Fund III - VIP Value Strategies Portfolio: Service Class - Q/NQ
13.375338
15.394529
15.10%
573,305
2006
13.166913
13.375338
1.58%
878,442
2005
11.661980
13.166913
12.90%
1,204,275
2004
7.461630
11.661980
56.29%
1,077,765
2003
10.000000
7.461630
-25.38%
234,553
2002*
 
 
 
 
 
 
J.P. Morgan Series Trust II - J.P. Morgan Mid Cap Value Portfolio - Q/NQ
12.345283
14.287585
15.73%
761,128
2006
11.412057
12.345283
8.18%
1,533,082
2005
10.000000
11.412057
14.12%
698,497
2004*
           

57



Sub-Account
Accumulation Unit Value at Beginning of Period
Accumulation Unit Value at End of Period
Percent Change in Accumulation Unit Value
Number of Accumulation Units at End of Period
Period
 
 
 
 
 
 
Janus Aspen Series - Forty Portfolio: Service Shares - Q/NQ
8.166150
8.826170
8.08%
4,710,519
2006
7.324540
8.166150
11.49%
6,015,999
2005
6.268456
7.324540
16.85%
6,891,137
2004
5.263552
6.268456
19.09%
7,959,646
2003
6.320884
5.263552
-16.73%
9,544,525
2002
8.164119
6.320884
-22.58%
11,454,147
2001
10.000000
8.164119
-18.36%
9,411,277
2000*
 
 
 
 
 
 
Janus Aspen Series - Global Technology Portfolio: Service Shares - Q/NQ
3.784405
4.041990
6.81%
2,238,780
2006
3.425003
3.784405
10.49%
2,722,770
2005
3.438379
3.425003
-0.39%
3,389,369
2004
2.369918
3.438379
45.08%
4,202,497
2003
4.050734
2.369918
-41.49%
5,465,944
2002
6.524649
4.050734
-37.92%
8,217,099
2001
10.000000
6.524649
-34.75%
8,158,988
2000*
 
 
 
 
 
 
Janus Aspen Series - Global Technology Portfolio: Service II Shares - Q/NQ
11.411879
12.201282
6.92%
296,146
2006
10.348841
11.411879
10.27%
338,147
2005
10.361529
10.348841
-0.12%
392,194
2004
7.109777
10.361529
45.74%
422,530
2003
10.000000
7.109777
-28.90%
308,974
2002*
 
 
 
 
 
 
Janus Aspen Series - International Growth Portfolio: Service Shares - Q/NQ
9.363535
13.632091
45.59%
2,603,441
2006
7.164672
9.363535
30.69%
3,099,450
2005
6.094511
7.164672
17.56%
3,714,687
2004
4.573528
6.094511
33.26%
4,577,965
2003
6.219459
4.573528
-26.46%
6,343,194
2002
8.200976
6.219459
-24.16%
8,943,044
2001
10.000000
8.200976
-17.99%
7,884,779
2000*
 
 
 
 
 
 
Janus Aspen Series - International Growth Portfolio: Service II Shares - Q/NQ
15.898684
23.166800
45.72%
1,539,290
2006
12.158014
15.898684
30.77%
1,039,360
2005
10.339930
12.158014
17.58%
1,027,485
2004
7.758658
10.339930
33.27%
1,072,877
2003
10.000000
7.758658
-22.41%
824,343
2002*
           

58



Sub-Account
Accumulation Unit Value at Beginning of Period
Accumulation Unit Value at End of Period
Percent Change in Accumulation Unit Value
Number of Accumulation Units at End of Period
Period
 
 
 
 
 
 
Neuberger Berman Advisers Management Trust - AMT Guardian Portfolio: I Class - Q/NQ
17.846700
20.042341
12.30%
1,371,564
2006
16.622537
17.846700
7.36%
1,745,279
2005
14.490354
16.622537
14.71%
2,075,453
2004
11.102807
14.490354
30.51%
2,353,955
2003
15.240204
11.102807
-27.15%
2,518,130
2002
15.622790
15.240204
-2.45%
2,623,003
2001
15.595438
15.622790
0.18%
2,192,932
2000
13.699229
15.595438
13.84%
1,895,804
1999
10.504106
13.699229
30.42%
1,181,196
1998
 
 
 
 
 
 
Neuberger Berman Advisers Management Trust - AMT Mid-Cap Growth Portfolio: I Class - Q/NQ
19.400808
22.040790
13.61%
1,959,509
2006
17.220054
19.400808
12.66%
2,488,706
2005
14.947554
17.220054
15.20%
2,947,027
2004
11.783165
14.947554
26.86%
3,163,789
2003
16.835942
11.783165
-30.01%
3,515,602
2002
22.558120
16.835942
-25.37%
4,276,999
2001
24.609353
22.558120
-8.34%
4,352,721
2000
16.144809
24.609353
52.43%
2,061,773
1999
11.702355
16.144809
37.96%
882,530
1998
           
Neuberger Berman Advisers Management Trust - AMT Partners Portfolio: I Class - Q/NQ
14.792837
16.446306
11.18%
3,014,694
2006
12.651265
14.792837
16.93%
4,085,352
2005
10.735486
12.651265
17.85%
3,766,418
2004
8.023166
10.735486
33.81%
3,916,619
2003
10.678223
8.023166
-24.86%
4,122,416
2002
11.094953
10.678223
-3.76%
4,749,437
2001
11.122733
11.094953
-0.25%
5,060,822
2000
10.458607
11.122733
6.35%
6,033,798
1999
10.132434
10.458607
3.22%
5,860,893
1998
 
 
 
 
 
 
Neuberger Berman Advisers Management Trust - AMT Socially Responsive Portfolio: I Class - Q/NQ
11.972775
13.484384
12.63%
238,616
2006
11.311637
11.972775
5.84%
152,874
2005
10.000000
11.311637
13.12%
22,036
2004*
 
 
 
 
 
 
 
 
 
 
 

59



Sub-Account
Accumulation Unit Value at Beginning of Period
Accumulation Unit Value at End of Period
Percent Change in Accumulation Unit Value
Number of Accumulation Units at End of Period
Period
 
 
 
 
 
 
NVIT Federated NVIT High Income Bond Fund: Class I - Q/NQ
14.047948
15.390286
9.56%
1,863,390
2006
13.852569
14.047948
1.41%
2,588,633
2005
12.702877
13.852569
9.05%
4,123,229
2004
10.488660
12.702877
21.11%
4,518,441
2003
10.258387
10.488660
2.24%
3,829,969
2002
9.938283
10.258387
3.22%
3,187,673
2001
10.938415
9.938283
-9.14%
2,338,128
2000
10.701912
10.938415
2.21%
2,207,614
1999
10.212505
10.701912
4.79%
1,359,204
1998
 
 
 
 
 
 
NVIT Federated NVIT High Income Bond Fund: Class III - Q/NQ
10.474309
11.474698
9.55%
982,241
2006
10.000000
10.474309
4.74%
745,571
2005*
 
 
 
 
 
 
 
 
 
 
 
NVIT Gartmore NVIT Emerging Markets Fund: Class I - Q/NQ
17.629332
23.874248
35.42%
71,673
2006
13.418473
17.629332
31.38%
89,542
2005
11.219753
13.418473
19.60%
98,883
2004
6.853997
11.219753
63.70%
172,985
2003
8.162972
6.853997
-16.04%
215,319
2002
8.692251
8.162972
-6.09%
122,397
2001
10.000000
8.692251
-13.08%
4,778
2000*
 
 
 
 
 
 
NVIT Gartmore NVIT Emerging Markets Fund: Class III - Q/NQ
19.351540
26.192444
35.35%
1,237,117
2006
14.727346
19.351540
31.40%
1,403,508
2005
12.312811
14.727346
19.61%
916,838
2004
7.523761
12.312811
63.65%
664,957
2003
10.000000
7.523761
-24.76%
166,114
2002*
 
 
 
 
 
 
NVIT Gartmore NVIT Global Utilities Fund: Class III - Q/NQ
13.285090
18.106149
36.29%
509,984
2006
12.596127
13.285090
5.47%
403,467
2005
9.786210
12.596127
28.71%
459,406
2004
7.956800
9.786210
22.99%
57,699
2003
10.000000
7.956800
-20.43%
25,519
2002*
 
 
 
 
 
 
NVIT Gartmore NVIT International Growth Fund: Class I - Q/NQ
9.607565
12.653726
31.71%
27,504
2006
7.449087
9.607565
28.98%
39,845
2005
6.585740
7.449087
13.11%
44,344
2004
4.902449
6.585740
34.34%
55,034
2003
6.521536
4.902449
-24.83%
67,062
2002
9.228501
6.521536
-29.33%
69,796
2001
10.000000
9.228501
-7.71%
906
2000*
           

60



Sub-Account
Accumulation Unit Value at Beginning of Period
Accumulation Unit Value at End of Period
Percent Change in Accumulation Unit Value
Number of Accumulation Units at End of Period
Period
 
 
 
 
 
 
NVIT Gartmore NVIT International Growth Fund: Class III - Q/NQ
15.242174
20.072670
31.69%
590,272
2006
11.820992
15.242174
28.94%
413,972
2005
10.436447
11.820992
13.27%
173,069
2004
7.785605
10.436447
34.05%
103,801
2003
10.000000
7.785605
-22.14%
31,496
2002*
 
 
 
 
 
 
NVIT Gartmore NVIT Worldwide Leaders Fund: Class I - Q/NQ
13.672992
17.048693
24.69%
461,793
2006
11.566945
13.672992
18.21%
649,618
2005
10.096229
11.566945
14.57%
805,283
2004
7.491588
10.096229
34.77%
922,359
2003
10.137325
7.491588
-26.10%
1,160,291
2002
12.606419
10.137325
-19.59%
1,429,764
2001
14.515197
12.606419
-13.15%
1,556,485
2000
11.921445
14.515197
21.76%
1,252,462
1999
10.102208
11.921445
18.01%
679,266
1998
 
 
 
 
 
 
NVIT Gartmore NVIT Worldwide Leaders Fund: Class III - Q/NQ
18.416599
22.950708
24.62%
193,505
2006
15.579834
18.416599
18.21%
205,078
2005
13.598892
15.579834
14.57%
120,165
2004
10.096229
11.566945
14.57%
805,283
2004
10.000000
13.598892
35.99%
119,221
2003*
 
 
 
 
 
 
NVIT J.P. Morgan NVIT Balanced Fund: Class I - Q/NQ
11.344670
12.613609
11.19%
2,786,643
2006
11.169200
11.344670
1.57%
3,589,008
2005
10.393750
11.169200
7.46%
4,180,191
2004
8.861586
10.393750
17.29%
4,567,080
2003
10.202856
8.861586
-13.15%
4,516,114
2002
10.694236
10.202856
-4.59%
4,630,917
2001
10.834304
10.694236
-1.29%
4,138,035
2000
10.844036
10.834304
-0.09%
3,654,295
1999
10.130674
10.844036
7.04%
1,957,796
1998
 
 
 
 
 
 
NVIT Nationwide Multi-Manager NVIT Small Cap Growth Fund: Class I - Q/NQ
15.789781
16.141772
2.23%
1,099,025
2006
14.747640
15.789781
7.07%
1,319,075
2005
13.127865
14.747640
12.34%
1,624,503
2004
9.871212
13.127865
32.99%
1,912,023
2003
14.938890
9.871212
-33.92%
1,723,390
2002
16.916678
14.938890
-11.69%
1,719,080
2001
20.372476
16.916678
-16.96%
1,026,407
2000
10.000000
20.372476
103.72%
292,996
1999*
           

61



Sub-Account
Accumulation Unit Value at Beginning of Period
Accumulation Unit Value at End of Period
Percent Change in Accumulation Unit Value
Number of Accumulation Units at End of Period
Period
 
 
 
 
 
 
NVIT Nationwide Multi-Manager NVIT Small Cap Value Fund: Class I - Q/NQ
22.223413
25.819700
16.18%
4,127,368
2006
21.767078
22.223413
2.10%
5,480,968
2005
18.734940
21.767078
16.18%
6,873,068
2004
12.058558
18.734940
55.37%
7,615,979
2003
16.714543
12.058558
-27.86%
7,962,445
2002
13.155704
16.714543
27.05%
8,369,240
2001
11.943543
13.155704
10.15%
4,814,143
2000
9.432351
11.943543
26.62%
3,199,322
1999
9.823904
9.432351
-3.99%
1,933,320
1998
 
 
 
 
 
 
NVIT Nationwide Multi-Manager NVIT Small Company Fund: Class I - Q/NQ
20.514856
22.766758
10.98%
4,475,815
2006
18.439802
20.514856
11.25%
5,538,590
2005
15.641283
18.439802
17.89%
6,174,675
2004
11.198342
15.641283
39.67%
6,522,436
2003
13.675678
11.198342
-18.11%
6,667,153
2002
14.799910
13.675678
-7.60%
7,007,434
2001
13.720318
14.799910
7.87%
6,380,063
2000
9.617964
13.720318
42.65%
3,791,895
1999
9.613184
9.617964
0.05%
2,510,746
1998
 
 
 
 
 
 
NVIT Nationwide NVIT Global Financial Services Fund: Class III - Q/NQ
16.367354
19.509308
19.20%
142,424
2006
14.863501
16.367354
10.12%
196,069
2005
12.388657
14.863501
19.98%
185,770
2004
8.841677
12.388657
40.12%
143,894
2003
10.000000
8.841677
-11.58%
114,271
2002*
 
 
 
 
 
 
NVIT Nationwide NVIT Global Health Sciences Fund: Class III - Q/NQ
13.157317
13.384839
1.73%
424,896
2006
12.251150
13.157317
7.40%
619,990
2005
11.469046
12.251150
6.82%
526,290
2004
8.465900
11.469046
35.47%
445,077
2003
10.000000
8.465900
-15.34%
238,287
2002*
 
 
 
 
 
 
NVIT Nationwide NVIT Global Technology and Communications Fund: Class I - Q/NQ
3.021725
3.327388
10.12%
129,601
2006
3.066472
3.021725
-1.46%
167,181
2005
2.967876
3.066472
3.32%
214,117
2004
1.930212
2.967876
53.76%
303,309
2003
3.405832
1.930212
-43.33%
409,418
2002
6.003728
3.405832
-43.27%
654,321
2001
10.000000
6.003728
-39.96%
273,699
2000*
           

62



Sub-Account
Accumulation Unit Value at Beginning of Period
Accumulation Unit Value at End of Period
Percent Change in Accumulation Unit Value
Number of Accumulation Units at End of Period
Period
 
 
 
 
 
 
NVIT Nationwide NVIT Global Technology and Communications Fund: Class III - Q/NQ
11.176829
12.297868
10.03%
298,011
2006
11.341890
11.176829
-1.46%
250,317
2005
10.980873
11.341890
3.29%
324,818
2004
7.143608
10.980873
53.72%
399,761
2003
10.000000
7.143608
-28.56%
205,745
2002*
 
 
 
 
 
 
NVIT Nationwide NVIT Government Bond Fund: Class I - Q/NQ
14.562456
14.906445
2.36%
9,949,714
2006
14.237106
14.562456
2.29%
12,119,898
2005
13.919582
14.237106
2.28%
14,035,891
2004
13.777493
13.919582
1.03%
17,539,627
2003
12.533031
13.777493
9.93%
22,330,243
2002
11.797971
12.533031
6.23%
16,523,905
2001
10.583479
11.797971
11.48%
12,064,797
2000
10.941842
10.583479
-3.28%
11,399,244
1999
10.143182
10.941842
7.87%
6,734,614
1998
 
 
 
 
 
 
NVIT Nationwide NVIT Growth Fund: Class I - Q/NQ
7.503486
7.890812
5.16%
3,235,450
2006
7.112875
7.503486
5.49%
4,456,055
2005
6.639521
7.112875
7.13%
5,486,331
2004
5.049848
6.639521
31.48%
6,450,984
2003
7.152671
5.049848
-29.40%
7,281,145
2002
10.049026
7.152671
-28.82%
9,040,540
2001
13.808913
10.049026
-27.23%
11,687,235
2000
13.369463
13.808913
3.29%
13,477,152
1999
10.385596
13.369463
28.73%
8,897,790
1998
 
 
 
 
 
 
NVIT Nationwide NVIT Investor Destinations Conservative Fund: Class II - Q/NQ
11.293349
11.875877
5.16%
1,861,688
2006
11.036413
11.293349
2.33%
2,047,715
2005
10.646939
11.036413
3.66%
2,176,847
2004
9.961441
10.646939
6.88%
2,382,516
2003
10.000000
9.961441
-0.39%
981,020
2002*
 
 
 
 
 
 
NVIT Nationwide NVIT Investor Destinations Moderately Conservative Fund: Class II - Q/NQ
11.823364
12.697763
7.40%
2,693,910
2006
11.423984
11.823364
3.50%
2,991,084
2005
10.763028
11.423984
6.14%
3,028,845
2004
9.557034
10.763028
12.62%
2,802,894
2003
10.000000
9.557034
-4.43%
1,218,823
2002*
           

63



Sub-Account
Accumulation Unit Value at Beginning of Period
Accumulation Unit Value at End of Period
Percent Change in Accumulation Unit Value
Number of Accumulation Units at End of Period
Period
 
 
 
 
 
 
NVIT Nationwide NVIT Investor Destinations Moderate Fund: Class II - Q/NQ
12.195622
13.451529
10.30%
6,956,120
2006
11.687667
12.195622
4.35%
7,138,865
2005
10.772510
11.687667
8.50%
6,577,206
2004
9.059272
10.772510
18.91%
5,250,561
2003
10.000000
9.059272
-9.41%
2,892,694
2002*
 
 
 
 
 
 
NVIT Nationwide NVIT Investor Destinations Moderately Aggressive Fund: Class II - Q/NQ
12.719036
14.430448
13.46%
3,293,958
2006
11.992565
12.719036
6.06%
3,535,039
2005
10.801375
11.992565
11.03%
3,102,070
2004
8.610682
10.801375
25.44%
2,385,423
2003
10.000000
8.610682
-13.89%
905,810
2002*
 
 
 
 
 
 
NVIT Nationwide NVIT Investor Destinations Aggressive Fund: Class II - Q/NQ
13.023752
15.076422
15.76%
1,131,961
2006
12.182097
13.023752
6.91%
1,166,726
2005
10.786048
12.182097
12.94%
1,135,886
2004
8.257845
10.786048
30.62%
634,705
2003
10.000000
8.257845
-17.42%
211,483
2002*
 
 
 
 
 
 
NVIT Nationwide NVIT Mid Cap Growth Fund: Class I - Q/NQ
13.187223
14.356454
8.87%
1,458,623
2006
12.131510
13.187223
8.70%
1,822,128
2005
10.619094
12.131510
14.24%
2,122,095
2004
7.650345
10.619094
38.81%
2,461,013
2003
12.263081
7.650345
-37.61%
2,384,523
2002
17.766242
12.263081
-30.98%
3,062,779
2001
21.195607
17.766242
-16.18%
3,465,292
2000
11.582258
21.195607
83.00%
2,183,476
1999
10.204129
11.582258
13.51%
488,769
1998
 
 
 
 
 
 
NVIT Nationwide NVIT Money Market Fund: Class I - Q/NQ
11.928894
12.351169
3.54%
12,393,860
2006
11.730027
11.928894
1.70%
11,601,628
2005
11.747216
11.730027
-0.15%
13,048,667
2004
11.786146
11.747216
-0.33%
17,177,641
2003
11.756760
11.786146
0.25%
24,651,649
2002
11.457292
11.756760
2.61%
25,930,743
2001
10.909142
11.457292
5.02%
16,687,257
2000
10.504509
10.909142
3.85%
16,274,387
1999
10.074129
10.504509
4.27%
10,403,509
1998
           

64



Sub-Account
Accumulation Unit Value at Beginning of Period
Accumulation Unit Value at End of Period
Percent Change in Accumulation Unit Value
Number of Accumulation Units at End of Period
Period
 
 
 
 
 
 
NVIT Nationwide NVIT U.S. Growth Leaders Fund: Class III - Q/NQ
14.011212
13.838553
-1.23%
335,831
2006
12.630767
14.011212
10.93%
526,041
2005
11.340477
12.630767
11.38%
465,822
2004
7.512774
11.340477
50.95%
638,562
2003
10.000000
7.512774
-24.87%
139,418
2002*
 
 
 
 
 
 
NVIT NVIT Mid Cap Index Fund: Class I - Q/NQ
20.778390
22.616912
8.85%
3,242,066
2006
18.713055
20.778390
11.04%
3,964,972
2005
16.324362
18.713055
14.63%
4,420,340
2004
12.239605
16.324362
33.37%
4,257,414
2003
14.589867
12.239605
-16.11%
4,053,421
2002
14.925432
14.589867
-2.25%
3,380,236
2001
13.078919
14.925432
14.12%
1,946,950
2000
10.919701
13.078919
19.77%
554,181
1999
9.949100
10.919701
9.76%
355,668
1998
 
 
 
 
 
 
NVIT NVIT Nationwide Fund: Class I - Q/NQ
12.852978
14.466205
12.55%
9,584,432
2006
12.077171
12.852978
6.42%
12,372,734
2005
11.109665
12.077171
8.71%
14,815,501
2004
8.796082
11.109665
26.30%
16,814,508
2003
10.745186
8.796082
-18.14%
18,383,389
2002
12.303050
10.745186
-12.66%
20,883,168
2001
12.689484
12.303050
-3.05%
21,604,237
2000
11.979444
12.689484
5.93%
21,177,608
1999
10.242940
11.979444
16.95%
13,831,346
1998
 
 
 
 
 
 
NVIT NVIT Nationwide Leaders Fund: Class III - Q/NQ
14.641162
16.840731
15.02%
343,816
2006
13.400893
14.641162
9.26%
297,929
2005
11.391109
13.400893
17.64%
122,336
2004
9.156690
11.391109
24.40%
112,002
2003
10.000000
9.156690
-8.43%
126,652
2002*
           
NVIT Van Kampen NVIT Comstock Value Fund: Class I - Q/NQ
12.153202
13.952782
14.81%
1,404,623
2006
11.769582
12.153202
3.26%
1,614,350
2005
10.112803
11.769582
16.38%
2,095,112
2004
7.767974
10.112803
30.19%
1,360,120
2003
10.476789
7.767974
-25.86%
1,157,864
2002
12.041215
10.476789
-12.99%
1,292,289
2001
13.600816
12.041215
-11.47%
1,349,271
2000
11.588459
13.600816
17.37%
943,926
1999
10.161693
11.588459
14.04%
576,925
1998
 
 
 
 
 
 

65



Sub-Account
Accumulation Unit Value at Beginning of Period
Accumulation Unit Value at End of Period
Percent Change in Accumulation Unit Value
Number of Accumulation Units at End of Period
Period
 
 
 
 
 
 
NVIT Van Kampen NVIT Multi Sector Bond Fund: Class I - Q/NQ
14.028046
14.567404
3.84%
3,028,617
2006
13.860058
14.028046
1.21%
3,671,364
2005
13.134781
13.860058
5.52%
3,995,743
2004
11.827658
13.134781
11.05%
3,957,845
2003
11.138320
11.827658
6.19%
4,277,313
2002
10.793620
11.138320
3.19%
4,006,689
2001
10.313452
10.793620
4.66%
3,659,345
2000
10.252876
10.313452
0.59%
2,943,427
1999
 
 
 
 
 
 
Oppenheimer Variable Account Funds - Oppenheimer Capital Appreciation Fund/VA: Non-Service Shares - Q/NQ
15.015195
16.055075
6.93%
6,102,687
2006
14.423412
15.015195
4.10%
8,474,560
2005
13.617207
14.423412
5.92%
9,976,417
2004
10.498938
13.617207
29.70%
9,856,806
2003
14.492226
10.498938
-27.55%
10,196,426
2002
16.737106
14.492226
-13.41%
10,486,085
2001
16.935851
16.737106
-1.17%
9,380,540
2000
12.070167
16.935851
40.31%
4,954,549
1999
9.827325
12.070167
22.82%
2,000,671
1998
 
 
 
 
 
 
Oppenheimer Variable Account Funds - Oppenheimer Global Securities Fund/VA: Non-Service Shares - Q/NQ
12.132822
14.144065
16.58%
3,103,824
2006
10.715673
12.132822
13.23%
3,731,046
2005
9.078658
10.715673
18.03%
4,325,376
2004
6.408618
9.078658
41.66%
5,119,547
2003
8.309444
6.408618
-22.88%
6,604,871
2002
9.537743
8.309444
-12.88%
4,032,466
2001
10.000000
9.537743
-4.62%
1,256,646
2000*
 
 
 
 
 
 
Oppenheimer Variable Account Funds - Oppenheimer Global Securities Fund/VA: Class 3 - Q/NQ
19.070302
22.230932
16.57%
2,732,533
2006
16.838447
19.070302
13.25%
2,999,375
2005
14.262204
16.838447
18.06%
2,723,012
2004
10.000000
14.262204
42.62%
1,896,150
2003*
           
Oppenheimer Variable Account Funds - Oppenheimer Main Street Fund®/VA: Non-Service Shares - Q/NQ
11.849489
13.500759
13.94%
6,074,336
2006
11.288216
11.849489
4.97%
7,519,794
2005
10.411603
11.288216
8.42%
8,883,355
2004
8.295049
10.411603
25.52%
10,102,409
2003
10.313313
8.295049
-19.57%
10,184,577
2002
11.590413
10.313313
-11.02%
10,637,665
2001
12.826564
11.590413
-9.64%
9,160,618
2000
10.639805
12.826564
20.55%
5,313,570
1999
10.259486
10.639805
3.71%
2,582,656
1998
 
 
 
 
 
 

66



Sub-Account
Accumulation Unit Value at Beginning of Period
Accumulation Unit Value at End of Period
Percent Change in Accumulation Unit Value
Number of Accumulation Units at End of Period
Period
 
 
 
 
 
 
Oppenheimer Variable Account Funds - Oppenheimer MidCap  Fund/VA: Non-Service Shares - Q/NQ
13.563650
13.832247
1.98%
3,270,888
2006
12.190602
13.563650
11.26%
4,706,130
2005
10.275350
12.190602
18.64%
5,277,532
2004
8.260023
10.275350
24.40%
6,022,109
2003
11.548911
8.260023
-28.48%
6,314,119
2002
16.965058
11.548911
-31.93%
7,663,118
2001
19.295630
16.965058
-12.08%
8,632,368
2000
10.609896
19.295630
81.86%
3,681,008
1999
9.533314
10.609896
11.29%
1,531,314
1998
 
 
 
 
 
 
The Universal Institutional Funds, Inc. - Emerging Markets Debt Portfolio: Class I - Q/NQ
18.938505
20.786417
9.76%
451,655
2006
17.032956
18.938505
11.19%
595,238
2005
15.624194
17.032956
9.02%
790,594
2004
12.336461
15.624194
26.65%
1,196,261
2003
11.403171
12.336461
8.18%
1,152,068
2002
10.456971
11.403171
9.05%
661,833
2001
9.477539
10.456971
10.33%
638,919
2000
7.395794
9.477539
28.15%
388,657
1999
10.425451
7.395794
-29.06%
301,931
1998
 
 
 
 
 
 
The Universal Institutional Funds, Inc. - Mid Cap Growth Portfolio: Class I - Q/NQ
8.118311
8.787225
8.24%
522,503
2006
6.971218
8.118311
16.45%
843,086
2005
5.788043
6.971218
20.44%
722,785
2004
4.121971
5.788043
40.42%
487,543
2003
6.045067
4.121971
-31.81%
362,853
2002
8.634485
6.045067
-29.99%
269,702
2001
10.000000
8.634485
-13.66%
108,847
2000*
 
 
 
 
 
 
The Universal Institutional Funds, Inc. - U.S. Real Estate Portfolio: Class I - Q/NQ
25.062478
34.270022
36.74%
3,331,389
2006
21.616198
25.062478
15.94%
3,865,127
2005
16.000151
21.616198
35.10%
4,566,599
2004
11.746967
16.000151
36.21%
4,416,801
2003
11.953729
11.746967
-1.73%
4,447,454
2002
10.987658
11.953729
8.79%
3,233,706
2001
10.561250
10.987658
4.04%
2,318,276
2000*
 
 
 
 
 
 
Van Eck Worldwide Insurance Trust - Worldwide Emerging Markets Fund: Class R - Q/NQ
16.520190
22.833014
38.21%
432,605
2006
12.647978
16.520190
30.62%
485,258
2005
10.000000
12.647978
26.48%
233,068
2004*
           

67



Sub-Account
Accumulation Unit Value at Beginning of Period
Accumulation Unit Value at End of Period
Percent Change in Accumulation Unit Value
Number of Accumulation Units at End of Period
Period
 
 
 
 
 
 
  Van Eck Worldwide Insurance Trust - Worldwide Emerging Markets Fund: Initial Class - Q/NQ
15.300434
21.140699
38.17%
713,141
2006
11.702352
15.300434
30.75%
961,172
2005
9.384754
11.702352
24.70%
1,187,751
2004
6.144858
9.384754
52.73%
1,937,337
2003
6.389225
6.144858
-3.82%
2,177,354
2002
6.569856
6.389225
-2.75%
2,400,770
2001
11.409292
6.569856
-42.42%
1,926,318
2000
5.751082
11.409292
98.38%
1,647,464
1999
8.814851
5.751082
-34.76%
497,198
1998
 
 
 
 
 
 
Van Eck Worldwide Insurance Trust - Worldwide Hard Assets Fund: Class R - Q/NQ
18.779824
23.166285
23.36%
542,563
2006
12.504808
18.779824
50.18%
780,349
2005
10.000000
12.504808
25.05%
337,461
2004*
 
 
 
 
 
 
Van Eck Worldwide Insurance Trust - Worldwide Hard Assets Fund: Initial Class - Q/NQ
18.377588
22.661928
23.31%
542,407
2006
12.232540
18.377588
50.24%
701,604
2005
9.941176
12.232540
23.05%
891,024
2004
6.931923
9.941176
43.41%
1,345,636
2003
7.202559
6.931923
-3.76%
802,424
2002
8.120188
7.202559
-11.30%
468,871
2001
7.358645
8.120188
10.35%
466,988
2000
6.139717
7.358645
19.85%
415,476
1999
8.979477
6.139717
-31.63%
197,748
1998
 
 
 
 
 
 
Victory Variable Insurance Funds - Diversified Stock Fund: Class A - Q/NQ
11.683398
13.155968
12.60%
39,739
2006
10.846475
11.683398
7.72%
39,541
2005
9.985330
10.846475
8.62%
54,975
2004
7.469134
9.985330
33.69%
65,352
2003
9.850083
7.469134
-24.17%
70,740
2002
9.913591
9.850083
-0.64%
52,043
2001
10.000000
9.913591
-0.86%
19,927
2000*
 
 
 
 
 
 
Wells Fargo Advantage Variable Trust - Wells Fargo Advantage VT Opportunity Fund - Q/NQ
11.522296
12.807680
11.16%
3,110,189
2006
10.782336
11.522296
6.86%
3,945,723
2005
9.207993
10.782336
17.10%
4,685,249
2004
6.785241
9.207993
35.71%
4,894,257
2003
9.360871
6.785241
-27.51%
4,997,088
2002
9.814649
9.360871
-4.62%
3,579,910
2001
10.000000
9.814649
-1.85%
752,001
2000*
           

68



Maximum Optional Benefits Elected (Total 3.95%)
(Variable account charges of 3.95% of the daily net assets of the variable account)
Sub-Account
Accumulation Unit Value at Beginning of Period
Accumulation Unit Value at End of Period
Percent Change in Accumulation Unit Value
Number of Accumulation Units at End of Period
Period
 
 
 
 
 
 
American Century Variable Portfolios, Inc. - American Century VP Income & Growth Fund: Class I - Q/NQ
11.965263
13.458111
12.48%
0
2006
11.904527
11.965263
0.51%
0
2005
10.968757
11.904527
8.53%
0
2004
10.000000
10.968757
9.69%
0
2003*
 
 
 
 
 
 
American Century Variable Portfolios, Inc. - American Century VP International Fund: Class I - Q/NQ
13.180916
15.830538
20.10%
0
2006
12.115462
13.180916
8.79%
0
2005
10.975555
12.115462
10.39%
0
2004
10.000000
10.975555
9.76%
0
2003*
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
American Century Variable Portfolios, Inc. - American Century VP International Fund: Class III - Q/NQ
13.180964
15.830596
20.10%
0
2006
12.131971
13.180964
8.65%
0
2005
10.975558
12.131971
10.54%
0
2004
10.000000
10.975558
9.76%
0
2003*
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
American Century Variable Portfolios, Inc. - American Century VP Ultra Fund: Class I - Q/NQ
11.038296
10.255945
-7.09%
0
2006
11.247299
11.038296
-1.86%
0
2005
10.580214
11.247299
6.31%
0
2004
10.000000
10.580214
5.80%
0
2003*
 
 
 
 
 
 
 
 
 
 
 
American Century Variable Portfolios, Inc. - American Century VP Value Fund: Class I - Q/NQ
12.242878
13.954565
13.98%
0
2006
12.133993
12.242878
0.90%
0
2005
11.049142
12.133993
9.82%
0
2004
10.000000
11.049142
10.49%
0
2003*
 
 
 
 
 
 
Dreyfus Investment Portfolios - Small Cap Stock Index Portfolio: Service Shares - Q/NQ
13.332414
14.652833
9.90%
0
2006
12.942703
13.332414
3.01%
0
2005
11.055269
12.942703
17.07%
0
2004
10.000000
11.055269
10.55%
0
2003*
 
 
 
 
 
 
The Dreyfus Socially Responsible Growth Fund, Inc.: Initial Shares - Q/NQ
10.940914
11.476900
4.90%
0
2006
10.992090
10.940914
-0.47%
0
2005
10.774891
10.992090
2.02%
0
2004
10.000000
10.774891
7.75%
0
2003*
 
 
 
 
 
 
 
 
 
 
 

69



 
Sub-Account
Accumulation Unit Value at Beginning of Period
Accumulation Unit Value at End of Period
Percent Change in Accumulation Unit Value
Number of Accumulation Units at End of Period
Period
 
 
 
 
 
 
 
Dreyfus Stock Index Fund, Inc.: Initial Shares - Q/NQ
11.600461
12.870609
10.95%
0
2006
 
11.534900
11.600461
0.57%
0
2005
 
10.854168
11.534900
6.27%
0
2004
 
10.000000
10.854168
8.54%
0
2003*
 
 
 
 
 
 
 
 
Dreyfus Variable Investment Fund - Appreciation Portfolio: Initial Shares - Q/NQ
10.837811
12.126423
11.89%
0
2006
 
10.808967
10.837811
0.27%
0
2005
 
10.712816
10.808967
0.90%
0
2004
 
10.000000
10.712816
7.13%
0
2003*
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Dreyfus Variable Investment Fund - International Value Portfolio: Initial Shares - Q/NQ
13.818730
16.274257
17.77%
0
2006
 
12.856649
13.818730
7.48%
0
2005
 
11.152136
12.856649
15.28%
0
2004
 
10.000000
11.152136
11.52%
0
2003*
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Federated Insurance Series - Federated Quality Bond Fund II: Primary Shares - Q/NQ
9.595884
9.600799
0.05%
0
2006
 
9.861486
9.595884
-2.69%
0
2005
 
9.908369
9.861486
-0.47%
0
2004
 
10.000000
9.908369
-0.92%
0
2003*
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Fidelity Variable Insurance Products Fund - VIP Equity - Income Portfolio: Service Class - Q/NQ
12.042275
13.890888
15.35%
0
2006
 
11.853486
12.042275
1.59%
0
2005
 
11.079669
11.853486
6.98%
0
2004
 
10.000000
11.079669
10.80%
0
2003*
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Fidelity Variable Insurance Products Fund - VIP Growth Portfolio: Service Class - Q/NQ
10.856195
11.130491
2.53%
0
2006
 
10.694558
10.856195
1.51%
0
2005
 
10.782503
10.694558
-0.82%
0
2004
 
10.000000
10.782503
7.83%
0
2003*
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Fidelity Variable Insurance Products Fund - VIP High Income Portfolio: Service Class - Q/NQ
10.797837
11.532030
6.80%
0
2006
 
10.963993
10.797837
-1.52%
0
2005
 
10.427515
10.963993
5.14%
0
2004
 
10.000000
10.427515
4.28%
0
2003*
 
 
 
 
 
 
 
 
 
 
 
 
 
 

70



 
Sub-Account
Accumulation Unit Value at Beginning of Period
Accumulation Unit Value at End of Period
Percent Change in Accumulation Unit Value
Number of Accumulation Units at End of Period
Period
 
 
 
 
 
 
 
Fidelity Variable Insurance Products Fund - VIP Overseas Portfolio: Service Class - Q/NQ
14.063448
15.934056
13.30%
0
2006
 
12.305317
14.063448
14.29%
0
2005
 
11.288602
12.305317
9.01%
0
2004
 
10.000000
11.288602
12.89%
0
2003*
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Fidelity Variable Insurance Products Fund - VIP Overseas Portfolio: Service Class R - Q/NQ
14.060232
15.930793
13.30%
0
2006
 
12.307376
14.060232
14.24%
0
2005
 
11.289618
12.307376
9.01%
0
2004
 
10.000000
11.289618
12.90%
0
2003*
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Fidelity Variable Insurance Products Fund II - VIP Contrafund® Portfolio: Service Class - Q/NQ
13.467626
14.436497
7.19%
0
2006
 
11.998160
13.467626
12.25%
0
2005
 
10.830147
11.998160
10.78%
0
2004
 
10.000000
10.830147
8.30%
0
2003*
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Fidelity Variable Insurance Products Fund III - VIP Growth Opportunities Portfolio: Service Class - Q/NQ
10.856195
11.130491
2.53%
0
2006
 
10.694558
10.856195
1.51%
0
2005
 
10.765178
11.069975
2.83%
0
2004
 
10.000000
10.765178
7.65%
0
2003*
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Fidelity Variable Insurance Products Fund III - VIP Value Strategies Portfolio: Service Class - Q/NQ
11.863686
13.242307
11.62%
0
2006
 
12.042450
11.863686
-1.48%
0
2005
 
10.999077
12.042450
9.49%
0
2004
 
10.000000
10.999077
9.99%
0
2003*
 
 
 
 
 
 
 
 
J.P. Morgan Series Trust II - J.P. Morgan Mid Cap Value Portfolio - Q/NQ
11.731699
13.167496
12.24%
0
2006
 
11.182422
11.731699
4.91%
0
2005
 
10.000000
11.182422
11.82%
0
2004*
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Janus Aspen Series - Forty Portfolio: Service Shares - Q/NQ
13.014930
13.641882
4.82%
0
2006
 
12.036965
13.014930
8.12%
0
2005
 
10.623009
12.036965
13.31%
0
2004
 
10.000000
10.623009
6.23%
0
2003*
 
 
 
 
 
 
 
 
 
 
 
 
 
 

71



 
Sub-Account
Accumulation Unit Value at Beginning of Period
Accumulation Unit Value at End of Period
Percent Change in Accumulation Unit Value
Number of Accumulation Units at End of Period
Period
 
 
 
 
 
 
 
Janus Aspen Series - Global Technology Portfolio: Service Shares - Q/NQ
11.234036
11.636151
3.58%
0
2006
 
10.483595
11.234036
7.16%
0
2005
 
10.853357
10.483595
-3.41%
0
2004
 
10.000000
10.853357
8.53%
0
2003*
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Janus Aspen Series - Global Technology Portfolio: Service II Shares - Q/NQ
11.223502
11.637258
3.69%
0
2006
 
10.494788
11.223502
6.94%
0
2005
 
10.835926
10.494788
-3.15%
0
2004
 
10.000000
10.835926
8.36%
0
2003*
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Janus Aspen Series - International Growth Portfolio: Service Shares - Q/NQ
16.202801
22.877151
41.19%
0
2006
 
12.783516
16.202801
26.75%
0
2005
 
11.213596
12.783516
14.00%
0
2004
 
10.000000
11.213596
12.14%
0
2003*
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Janus Aspen Series - International Growth Portfolio: Service II Shares - Q/NQ
16.218265
22.919168
41.32%
0
2006
 
12.788214
16.218265
26.82%
0
2005
 
11.215445
12.788214
14.02%
0
2004
 
10.000000
11.215445
12.15%
0
2003*
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Neuberger Berman Advisers Management Trust - AMT Guardian Portfolio: I Class - Q/NQ
12.719879
13.853352
8.91%
0
2006
 
12.216245
12.719879
4.12%
0
2005
 
10.981733
12.216245
11.24%
0
2004
 
10.000000
10.981733
9.82%
0
2003*
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Neuberger Berman Advisers Management Trust - AMT Mid-Cap Growth Portfolio: I Class - Q/NQ
13.280016
14.631301
10.18%
0
2006
 
12.154159
13.280016
9.26%
0
2005
 
10.879664
12.154159
11.71%
0
2004
 
10.000000
10.879664
8.80%
0
2003*
 
 
 
 
 
 
 
 
Neuberger Berman Advisers Management Trust - AMT Partners Portfolio: I Class - Q/NQ
14.224432
15.336720
7.82%
0
2006
 
12.543694
14.224432
13.40%
0
2005
 
10.976528
12.543694
14.28%
0
2004
 
10.000000
10.976528
9.77%
0
2003*
 
 
 
 
 
 
 
 
 
 
 
 
 
 

72



 
Sub-Account
Accumulation Unit Value at Beginning of Period
Accumulation Unit Value at End of Period
Percent Change in Accumulation Unit Value
Number of Accumulation Units at End of Period
Period
 
 
 
 
 
 
 
Neuberger Berman Advisers Management Trust - AMT Socially Responsive Portfolio: I Class - Q/NQ
11.377568
12.427065
9.22%
0
2006
 
11.083971
11.377568
2.65%
0
2005
 
10.000000
11.083971
10.84%
0
2004*
 
 
 
 
 
 
 
 
 
 
 
 
 
 
NVIT Federated NVIT High Income Bond Fund: Class I - Q/NQ
10.822514
11.498656
6.25%
0
2006
 
11.004388
10.822514
-1.65%
0
2005
 
10.406133
11.004388
5.75%
0
2004
 
10.000000
10.406133
4.06%
0
2003*
 
 
 
 
 
 
 
 
 
 
 
 
 
 
NVIT Federated NVIT High Income Bond Fund: Class III - Q/NQ
10.262940
10.903657
6.24%
0
2006
 
10.000000
10.262940
2.63%
0
2005*
 
 
 
 
 
 
 
 
 
 
 
 
 
 
NVIT Gartmore NVIT Emerging Markets Fund: Class I - Q/NQ
17.540452
23.036685
31.33%
0
2006
 
13.766075
17.540452
27.42%
0
2005
 
11.869749
13.766075
15.98%
0
2004
 
10.000000
11.869749
18.70%
0
2003*
 
 
 
 
 
 
 
 
 
 
 
 
 
 
NVIT Gartmore NVIT Emerging Markets Fund: Class III - Q/NQ
17.543805
23.028703
31.26%
0
2006
 
13.766872
17.543805
27.43%
0
2005
 
11.869135
13.766872
15.99%
0
2004
 
10.000000
11.869135
18.69%
0
2003*
 
 
 
 
 
 
 
 
 
 
 
 
 
 
NVIT Gartmore NVIT Global Utilities Fund: Class III - Q/NQ
14.254040
18.840440
32.18%
0
2006
 
13.935684
14.254040
2.28%
0
2005
 
11.164700
13.935684
24.84%
0
2004
 
10.000000
11.164700
11.65%
0
2003*
 
 
 
 
 
 
 
 
 
 
 
 
 
 
NVIT Gartmore NVIT International Growth Fund: Class I - Q/NQ
15.523325
19.827839
27.73%
0
2006
 
12.410339
15.523325
25.08%
0
2005
 
11.314552
12.410339
9.68%
0
2004
 
10.000000
11.314552
13.15%
0
2003*
 
 
 
 
 
 
 
 
NVIT Gartmore NVIT International Growth Fund: Class III - Q/NQ
15.540748
19.847953
27.72%
0
2006
 
12.427603
15.540748
25.05%
0
2005
 
11.314566
12.427603
9.84%
0
2004
 
10.000000
11.314566
13.15%
0
2003*
 
 
 
 
 
 
 
 

73



 
Sub-Account
Accumulation Unit Value at Beginning of Period
Accumulation Unit Value at End of Period
Percent Change in Accumulation Unit Value
Number of Accumulation Units at End of Period
Period
 
 
 
 
 
 
 
NVIT Gartmore NVIT Worldwide Leaders Fund: Class I - Q/NQ
12.631194
12.098532
-4.22%
0
2006
 
11.741214
12.631194
7.58%
0
2005
 
10.754059
11.947615
11.10%
0
2004
 
10.000000
10.754059
7.54%
0
2003*
 
 
 
 
 
 
 
 
NVIT Gartmore NVIT Worldwide Leaders Fund: Class III - Q/NQ
13.712619
16.572674
20.86%
0
2006
 
11.961537
13.712619
14.64%
0
2005
 
10.766604
11.961537
11.10%
0
2004
 
10.000000
10.766604
7.67%
0
2003*
 
 
 
 
 
 
 
 
NVIT J.P. Morgan NVIT Balanced Fund: Class I - Q/NQ
10.825217
11.672576
7.83%
0
2006
 
10.989679
10.825217
-1.50%
0
2005
 
10.546051
10.989679
4.21%
0
2004
 
10.000000
10.546051
5.46%
0
2003*
 
 
 
 
 
 
 
 
NVIT Nationwide Multi-Manager NVIT Small Cap Growth Fund: Class I - Q/NQ
11.974118
11.871058
-0.86%
0
2006
 
11.531851
11.974118
3.84%
0
2005
 
10.585805
11.531851
8.94%
0
2004
 
10.000000
10.585805
5.86%
0
2003*
 
 
 
 
 
 
 
 
NVIT Nationwide Multi-Manager NVIT Small Cap Value Fund: Class I - Q/NQ
12.780098
14.399755
12.67%
0
2006
 
12.907398
12.780098
-0.99%
0
2005
 
11.456256
12.907398
12.67%
0
2004
 
10.000000
11.456256
14.56%
0
2003*
 
 
 
 
 
 
 
 
NVIT Nationwide Multi-Manager NVIT Small Company Fund: Class I - Q/NQ
13.573617
14.608533
7.62%
0
2006
 
12.580378
13.573617
7.90%
0
2005
 
11.004229
12.580378
14.32%
0
2004
 
10.000000
11.004229
10.04%
0
2003*
 
 
 
 
 
 
 
 
NVIT Nationwide NVIT Global Financial Services Fund: Class III - Q/NQ
13.805892
15.959222
15.60%
0
2006
 
12.927718
13.805892
6.79%
0
2005
 
11.111516
12.927718
16.35%
0
2004
 
10.000000
11.111516
11.12%
0
2003*
 
 
 
 
 
 
 
 
 
 
 
 
 
 
NVIT Nationwide NVIT Global Health Sciences Fund: Class III - Q/NQ
11.430215
11.276500
-1.34%
0
2006
 
10.974448
11.430215
4.15%
0
2005
 
10.594708
10.974448
3.58%
0
2004
 
10.000000
10.594708
5.95%
0
2003*
 
 
 
 
 
 
 
 

74



 
Sub-Account
Accumulation Unit Value at Beginning of Period
Accumulation Unit Value at End of Period
Percent Change in Accumulation Unit Value
Number of Accumulation Units at End of Period
Period
 
 
 
 
 
 
 
NVIT Nationwide NVIT Global Technology and Communications Fund: Class I - Q/NQ
10.134982
10.823041
6.79%
0
2006
 
10.605427
10.134982
-4.44%
0
2005
 
10.584966
10.605427
0.19%
0
2004
 
10.000000
10.584966
5.85%
0
2003*
 
 
 
 
 
 
 
 
NVIT Nationwide NVIT Global Technology and Communications Fund: Class III - Q/NQ
10.126436
10.805515
6.71%
0
2006
 
10.596048
10.126436
-4.43%
0
2005
 
10.579097
10.596048
0.16%
0
2004
 
10.000000
10.579097
5.79%
0
2003*
 
 
 
 
 
 
 
 
NVIT Nationwide NVIT Government Bond Fund: Class I - Q/NQ
9.684306
9.613647
-0.73%
0
2006
 
9.762819
9.684306
-0.80%
0
2005
 
9.843185
9.762819
-0.82%
0
2004
 
10.000000
9.843185
-1.57%
0
2003*
 
 
 
 
 
 
 
 
NVIT Nationwide NVIT Growth Fund: Class I - Q/NQ
11.340179
11.565261
1.98%
0
2006
 
11.084575
11.340179
2.31%
0
2005
 
10.670030
11.084575
3.89%
0
2004
 
10.000000
10.670030
6.70%
0
2003*
 
 
 
 
 
 
 
 
NVIT Nationwide NVIT Investor Destinations Conservative Fund: Class II - Q/NQ
10.116112
10.316621
1.98%
0
2006
 
10.193861
10.116112
-0.76%
0
2005
 
10.141238
10.193861
0.52%
0
2004
 
10.000000
10.141238
1.41%
0
2003*
 
 
 
 
 
 
 
 
 
 
 
 
 
 
NVIT Nationwide NVIT Investor Destinations Moderately Conservative Fund: Class II - Q/NQ
10.690743
11.134624
4.15%
0
2006
 
10.651306
10.690743
0.37%
0
2005
 
10.348422
10.651306
2.93%
0
2004
 
10.000000
10.348422
3.48%
0
2003*
 
 
 
 
 
 
 
 
NVIT Nationwide NVIT Investor Destinations Moderate Fund: Class II - Q/NQ
11.248718
12.032398
6.97%
0
2006
 
11.115884
11.248718
1.19%
0
2005
 
10.565405
11.115884
5.21%
0
2004
 
10.000000
10.565405
5.65%
0
2003*
 
 
 
 
 
 
 
 
NVIT Nationwide NVIT Investor Destinations Moderately Aggressive Fund: Class II - Q/NQ
11.976471
13.177616
10.03%
0
2006
 
11.644012
11.976471
2.86%
0
2005
 
10.814880
11.644012
7.67%
0
2004
 
10.000000
10.814880
8.15%
0
2003*
 
 
 
 
 
 
 
 

75



 
Sub-Account
Accumulation Unit Value at Beginning of Period
Accumulation Unit Value at End of Period
Percent Change in Accumulation Unit Value
Number of Accumulation Units at End of Period
Period
 
 
 
 
 
 
 
NVIT Nationwide NVIT Investor Destinations Aggressive Fund: Class II - Q/NQ
12.461817
13.990267
12.27%
0
2006
 
12.019393
12.461817
3.68%
0
2005
 
10.974232
12.019393
9.52%
0
2004
 
10.000000
10.974232
9.74%
0
2003*
 
 
 
 
 
 
 
 
NVIT Nationwide NVIT Mid Cap Growth Fund: Class I - Q/NQ
12.627825
13.332111
5.58%
0
2006
 
11.978520
12.627825
5.42%
0
2005
 
10.812654
11.978520
10.78%
0
2004
 
10.000000
10.812654
8.13%
0
2003*
 
 
 
 
 
 
 
 
NVIT Nationwide NVIT Money Market Fund: Class I - Q/NQ
9.465361
9.504398
0.41%
0
2006
 
9.597465
9.465361
-1.38%
0
2005
 
9.911733
9.597465
-3.17%
0
2004
 
10.000000
9.911733
-0.88%
0
2003*
 
 
 
 
 
 
 
 
NVIT Nationwide NVIT U.S. Growth Leaders Fund: Class III - Q/NQ
12.631194
12.098532
-4.22%
0
2006
 
11.741214
12.631194
7.58%
0
2005
 
10.870974
11.741214
8.01%
0
2004
 
10.000000
10.870974
8.71%
0
2003*
 
 
 
 
 
 
 
 
NVIT NVIT Mid Cap Index Fund: Class I - Q/NQ
13.109414
13.838283
5.56%
0
2006
 
12.173833
13.109414
7.69%
0
2005
 
10.951467
12.173833
11.16%
0
2004
 
10.000000
10.951467
9.51%
0
2003*
 
 
 
 
 
 
 
 
NVIT NVIT Nationwide Fund: Class I - Q/NQ
11.706272
12.777678
9.15%
0
2006
 
11.342138
11.706272
3.21%
0
2005
 
10.759298
11.342138
5.42%
0
2004
 
10.000000
10.759298
7.59%
0
2003*
 
 
 
 
 
 
 
 
NVIT NVIT Nationwide Leaders Fund: Class III - Q/NQ
12.788796
14.265859
11.55%
0
2006
 
12.069791
12.788796
5.96%
0
2005
 
10.579935
12.069791
14.08%
0
2004
 
10.000000
10.579935
5.80%
0
2003*
 
 
 
 
 
 
 
 
NVIT Van Kampen NVIT Comstock Value Fund: Class I - Q/NQ
12.318371
13.715331
11.34%
0
2006
 
12.300999
12.318371
0.14%
0
2005
 
10.899337
12.300999
12.86%
0
2004
 
10.000000
10.899337
8.99%
0
2003*
 
 
 
 
 
 
 
 
 
 
 
 
 
 

76



 
Sub-Account
Accumulation Unit Value at Beginning of Period
Accumulation Unit Value at End of Period
Percent Change in Accumulation Unit Value
Number of Accumulation Units at End of Period
Period
 
 
 
 
 
 
 
NVIT Van Kampen NVIT Multi Sector Bond Fund: Class I - Q/NQ
10.227481
10.299953
0.71%
0
2006
 
10.419748
10.227481
-1.85%
0
2005
 
10.182870
10.419748
2.33%
0
2004
 
10.000000
10.182870
1.83%
0
2003*
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Oppenheimer Variable Account Funds - Oppenheimer Capital Appreciation Fund/VA: Non-Service Shares - Q/NQ
11.216746
11.631239
3.70%
0
2006
 
11.110148
11.216746
0.96%
0
2005
 
10.816685
11.110148
2.71%
0
2004
 
10.000000
10.816685
8.17%
0
2003*
 
 
 
 
 
 
 
 
Oppenheimer Variable Account Funds - Oppenheimer Global Securities Fund/VA: Non-Service Shares - Q/NQ
14.288964
16.154612
13.06%
0
2006
 
13.012802
14.288964
9.81%
0
2005
 
11.369014
13.012802
14.46%
0
2004
 
10.000000
11.356483
13.56%
0
2003*
 
 
 
 
 
 
 
 
Oppenheimer Variable Account Funds - Oppenheimer Global Securities Fund/VA: Class 3 - Q/NQ
14.280808
16.144911
13.05%
0
2006
 
13.001985
14.280808
9.84%
0
2005
 
11.356483
13.001985
14.49%
0
2004
 
10.000000
11.356483
13.56%
0
2003*
 
 
 
 
 
 
 
 
Oppenheimer Variable Account Funds - Oppenheimer Main Street Fund®/VA: Non-Service Shares - Q/NQ
11.566366
12.780248
10.49%
0
2006
 
11.361558
11.566366
1.80%
0
2005
 
10.806414
11.361558
5.14%
0
2004
 
10.000000
10.806414
8.06%
0
2003*
 
 
 
 
 
 
 
 
Oppenheimer Variable Account Funds - Oppenheimer MidCap  Fund/VA: Non-Service Shares - Q/NQ
12.637907
12.498690
-1.10%
0
2006
 
11.712128
12.637907
7.90%
0
2005
 
10.180272
11.712128
15.05%
0
2004
 
10.000000
10.180272
1.80%
0
2003*
 
 
 
 
 
 
 
 
The Universal Institutional Funds, Inc. - Emerging Markets Debt Portfolio: Class I - Q/NQ
11.974194
12.745643
6.44%
0
2006
 
11.104708
11.974194
7.83%
0
2005
 
10.504370
11.104708
5.72%
0
2004
 
10.000000
10.504370
5.04%
0
2003*
 
 
 
 
 
 
 
 
The Universal Institutional Funds, Inc. - Mid Cap Growth Portfolio: Class I - Q/NQ
14.246527
14.954415
4.97%
0
2006
 
12.614250
14.246527
12.94%
0
2005
 
10.800269
12.614250
16.80%
0
2004
 
10.000000
10.800269
8.00%
0
2003*
 
 
 
 
 
 
 
 

77



 
Sub-Account
Accumulation Unit Value at Beginning of Period
Accumulation Unit Value at End of Period
Percent Change in Accumulation Unit Value
Number of Accumulation Units at End of Period
Period
 
 
 
 
 
 
 
The Universal Institutional Funds, Inc. - U.S. Real Estate Portfolio: Class I - Q/NQ
15.638203
20.738373
32.61%
0
2006
 
13.907697
15.638203
12.44%
0
2005
 
10.615667
13.907697
31.01%
0
2004
 
10.000000
10.615667
6.16%
0
2003*
 
 
 
 
 
 
 
 
Van Eck Worldwide Insurance Trust - Worldwide Emerging Markets Fund: Initial Class - Q/NQ
17.820098
23.878911
34.00%
0
2006
 
14.053549
17.820098
26.80%
0
2005
 
11.622177
14.053549
20.92%
0
2004
 
10.000000
11.622177
16.22%
0
2003*
 
 
 
 
 
 
 
 
Van Eck Worldwide Insurance Trust - Worldwide Emerging Markets Fund: Class R - Q/NQ
15.699260
21.043388
34.04%
0
2006
 
14.053549
15.699260
26.67%
0
2005
 
10.000000
12.393433
23.93%
0
2004*
 
 
 
 
 
 
 
 
Van Eck Worldwide Insurance Trust - Worldwide Hard Assets Fund: Initial Class - Q/NQ
20.240794
24.205771
19.59%
0
2006
 
13.891560
20.240794
45.71%
0
2005
 
11.641812
13.891560
19.32%
0
2004
 
10.000000
11.641812
16.42%
0
2003*
 
 
 
 
 
 
 
 
Van Eck Worldwide Insurance Trust - Worldwide Hard Assets Fund: Class R - Q/NQ
17.847051
21.350815
19.63%
0
2006
 
12.253143
17.847051
45.65%
0
2005
 
10.000000
12.253143
22.53%
0
2004*
 
 
 
 
 
 
 
 
Victory Variable Insurance Funds - Diversified Stock Fund: Class A - Q/NQ
12.303147
13.435466
9.20%
0
2006
 
11.777448
12.303147
4.46%
0
2005
 
11.180941
11.777448
5.34%
0
2004
 
10.000000
11.180941
11.81%
0
2003*
 
 
 
 
 
 
 
 
Wells Fargo Advantage Variable Trust - Wells Fargo Advantage VT Opportunity Fund - Q/NQ
12.753269
13.747838
7.80%
0
2006
 
12.305755
12.753269
3.64%
0
2005
 
10.837045
12.305775
13.55%
0
2004
 
10.000000
10.837045
8.37%
0
2003*
 
 
 
 
 
 
 


78



 
The contracts described in this prospectus are classified according to the tax treatment to which they are subject under the Internal Revenue Code.  Following is a general description of the various contract types.  Eligibility requirements, tax benefits (if any), limitations, and other features of the contracts will differ depending on contract type.
 
Types of Contracts
 
Charitable Remainder Trusts
 
Charitable Remainder Trusts are trusts that meet the requirements of Section 664 of the Internal Revenue Code.  Non-Qualified Contracts that are issued to Charitable Remainder Trusts will differ from other Non-Qualified Contracts in three respects:
 
(1)
Waiver of CDSC.  In addition to the CDSC-free withdrawal privilege available to all contracts, Charitable Remainder Trusts may also withdraw the difference between:
 
            (a)
the contract value on the day before the withdrawal; and
 
            (b)
the total amount of purchase payments made to the contract (less an adjustment for amounts surrendered).
 
(2)
Contract ownership at annuitization.  On the annuitization date, if the contract owner is a Charitable Remainder Trust, the Charitable Remainder Trust will continue to be the contract owner and the annuitant will NOT become the contract owner.
 
(3)
Recipient of death benefit proceeds.  With respect to the death benefit proceeds, if the contract owner is a Charitable Remainder Trust, the death benefit is payable to the Charitable Remainder Trust.  Any designation in conflict with the Charitable Remainder Trust’s right to the death benefit will be void.
 
While these provisions are intended to facilitate a Charitable Remainder Trust's ownership of this contract, the rules governing Charitable Remainder Trusts are numerous and complex.  A Charitable Remainder Trust that is considering purchasing this contract should seek the advice of a qualified tax and/or financial adviser prior to purchasing the contract.  An annuity that has a Charitable Remainder Trust endorsement is not a charitable remainder trust; the endorsement is merely to facilitate ownership of the contract by a Charitable Remainder Trust.
 
Investment Only (Qualified Plans)
 
Contracts that are owned by Qualified Plans are not intended to confer tax benefits on the beneficiaries of the plan; they are used as investment vehicles for the plan.  The income tax consequences to the beneficiary of a Qualified Plan are controlled by the operation of the plan, not by operation of the assets in which the plan invests.
 
Beneficiaries of Qualified Plans should contact their employer and/or trustee of the plan to obtain and review the plan, trust, summary plan description and other documents for the tax and other consequences of being a participant in a Qualified Plan.
 
Individual Retirement Annuities (IRAs)
 
IRAs are contracts that satisfy the provisions of Section 408(b) of the Internal Revenue Code, including the following requirements:
 
·
the contract is not transferable by the owner;
 
·
the premiums are not fixed;
 
·
if the contract owner is younger than age 50, the annual premium cannot exceed $4,000; if the contract owner is age 50 or older, the annual premium cannot exceed $5,000 (although rollovers of greater amounts from qualified plans, Tax Sheltered Annuities and other IRAs can be received);
 
·
certain minimum distribution requirements must be satisfied after the owner attains the age of 70½;
 
·
the entire interest of the owner in the contract is nonforfeitable; and
 
·
after the death of the owner, additional distribution requirements may be imposed to ensure distribution of the entire balance in the contract within the statutory period of time.
 
Depending on the circumstance of the owner, all or a portion of the contributions made to the account may be deducted for federal income tax purposes.
 
Failure to make the mandatory distributions can result in an additional penalty tax of 50% of the excess of the amount required to be distributed over the amount that was actually distributed.
 
IRAs may receive rollover contributions from other Individual Retirement Accounts, other Individual Retirement Annuities, Tax Sheltered Annuities, certain 457 governmental plans and qualified retirement plans (including 401(k) plans).
 
When the owner of an IRA attains the age of 70½, the Internal Revenue Code requires that certain minimum distributions be made.  In addition, upon the death of the owner of an IRA, mandatory distribution requirements are imposed by the Internal Revenue Code to ensure distribution of the entire contract value within the required statutory period.  Due to recent changes in Treasury Regulations, the amount used to compute the mandatory distributions may exceed the contract value.
 
For further details regarding IRAs, please refer to the disclosure statement provided when the IRA was established.

79


 
Non-Qualified Contracts
 
A Non-Qualified Contract is a contract that does not qualify for certain tax benefits under the Internal Revenue Code, and which is not an IRA, a Roth IRA, a SEP IRA, a Simple IRA, or a Tax Sheltered Annuity.
 
Upon the death of the owner of a Non-Qualified Contract, mandatory distribution requirements are imposed to ensure distribution of the entire balance in the contract within a required period.
 
Non-Qualified contracts that are owned by natural persons allow the deferral of taxation on the income earned in the contract until it is distributed or deemed to be distributed.  Non-Qualified contracts that are owned by non-natural persons, such as trusts, corporations and partnerships are generally subject to current income tax on the gain earned inside the contract, unless the non-natural person owns the contract as an “agent” of a natural person.
 
Roth IRAs
 
Roth IRA contracts are contracts that satisfy the provisions of Section 408A of the Internal Revenue Code, including the following requirements:
 
·
the contract is not transferable by the owner;
 
·
the premiums are not fixed;
 
·
if the contract owner is younger than age 50, the annual premium cannot exceed $4,000; if the contract owner is age 50 or older, the annual premium cannot exceed $5,000 (although rollovers of greater amounts from other Roth IRAs and IRAs can be received);
 
·
the entire interest of the owner in the contract is nonforfeitable; and
 
·
after the death of the owner, certain distribution requirements may be imposed to ensure distribution of the entire balance in the contract within the statutory period of time.
 
A Roth IRA can receive a rollover from an IRA; however, the amount rolled over from the IRA to the Roth IRA is required to be included in the owner's federal gross income at the time of the rollover, and will be subject to federal income tax.
 
There are income limitations on eligibility to participate in a Roth IRA and additional income limitations for eligibility to rollover amounts from an IRA to a Roth IRA.
 
For further details regarding Roth IRAs, please refer to the disclosure statement provided when the Roth IRA was established.
 
Simplified Employee Pension IRAs (SEP IRA)
 
A SEP IRA is a written plan established by an employer for the benefit of employees which permits the employer to make contributions to an IRA established for the benefit of each employee.
 
An employee may make deductible contributions to a SEP IRA subject to the same restrictions and limitations as an IRA.  In addition, the employer may make contributions to the SEP IRA, subject to dollar and percentage limitations imposed by both the Internal Revenue Code and the written plan.
 
A SEP IRA plan must satisfy:
 
·
minimum participation rules;
 
·
top-heavy contribution rules;
 
·
nondiscriminatory allocation rules; and
 
·
requirements regarding a written allocation formula.
 
In addition, the plan cannot restrict withdrawals of non-elective contributions, and must restrict withdrawals of elective contributions before March 15th of the following year.
 
When the owner of SEP IRA attains the age of 70½, the Internal Revenue Code requires that certain minimum distributions be made.  Due to recent changes in Treasury Regulations, the amount used to compute the minimum distributions may exceed the contract value. In addition, upon the death of the owner of a SEP IRA, mandatory distribution requirements are imposed by the Internal Revenue Code to ensure distribution of the entire contract value within the required statutory period.
 
Simple IRAs
 
A Simple IRA is an individual retirement annuity that is funded exclusively by a qualified salary reduction arrangement and satisfies:
 
·
vesting requirements;
 
·
participation requirements; and
 
·
administrative requirements.
 
The funds contributed to a Simple IRA cannot be commingled with funds in IRAs or SEP IRAs.
 
A Simple IRA cannot receive rollover distributions except from another Simple IRA.
 
When the owner of a Simple IRA attains the age of 70½, the Internal Revenue Code requires that certain minimum distributions be made. Due to recent changes in Treasury Regulations, the amount used to compute the minimum distributions may exceed the contract value.
 
In addition, upon the death of the owner of a Simple IRA, mandatory distribution requirements are imposed by the Internal Revenue Code to ensure distribution of the entire contract value within the required statutory period.
 
Tax Sheltered Annuities
 
Certain tax-exempt organizations (described in section 501(c)(3) of the Internal Revenue Code) and public school systems may establish a plan under which annuity contracts can be purchased for their employees.  These annuity contracts are often referred to as Tax Sheltered Annuities.
 
Purchase payments made to Tax Sheltered Annuities are excludable from the income of the employee, up to statutory maximum amounts.  These amounts should be set forth in the plan adopted by the employer.

80


 
Tax Sheltered Annuities may receive rollover contributions from Individual Retirement Accounts, Individual Retirement Annuities, other Tax Sheltered Annuities, certain 457 governmental plans, and qualified retirement plans (including 401(k) plans).
 
The owner's interest in the contract is nonforfeitable (except for failure to pay premiums) and cannot be transferred.
 
When the owner of a Tax Sheltered Annuity attains the age of 70½, the Internal Revenue Code requires that certain minimum distributions be made.  Due to recent changes in Treasury Regulations, the amount used to compute the minimum distributions may exceed the contract value.  In addition, upon the death of the owner of a Tax Sheltered Annuity, mandatory distribution requirements are imposed by the Internal Revenue Code to ensure distribution of the entire contract value within the required statutory period.
 
Federal Tax Considerations
 
Federal Income Taxes
 
The tax consequences of purchasing a contract described in this prospectus will depend on:
 
·
the type of contract purchased;
 
·
the purposes for which the contract is purchased; and
 
·
the personal circumstances of individual investors having interests in the contracts.
 
Existing tax rules are subject to change, and may affect individuals differently depending on their situation.  Nationwide does not guarantee the tax status of any contracts or any transactions involving the contracts.
 
Representatives of the Internal Revenue Service have informally suggested, from time to time, that the number of underlying mutual funds available or the number of transfer opportunities available under a variable product may be relevant in determining whether the product qualifies for the desired tax treatment.  In 2003, the Internal Revenue Service issued formal guidance, in Revenue Ruling 2003-91, that indicates that if the number of underlying mutual funds available in a variable insurance product does not exceed 20, the number of underlying mutual funds alone would not cause the contract to not qualify for the desired tax treatment.  The Internal Revenue Service has also indicated that exceeding 20 investment options may be considered a factor, along with other factors including the number of transfer opportunities available under the contract, when determining whether the contract qualifies for the desired tax treatment.  The revenue ruling did not indicate the actual number of underlying mutual funds that would cause the contract to not provide the desired tax treatment.  Should the U.S. Secretary of the Treasury issue additional rules or regulations limiting the number of underlying mutual funds, transfers between underlying mutual funds, exchanges of underlying mutual funds or changes in investment objectives of underlying mutual funds such that the contract would no longer qualify for tax deferred treatment under Section 72 of the Internal Revenue Code, Nationwide will take whatever steps are available to remain in compliance.
 
If the contract is purchased as an investment of certain retirement plans (such as qualified retirement plans, Individual Retirement Accounts, and custodial accounts as described in Sections 401, 408(a), and 403(b)(7) of the Internal Revenue Code), tax advantages enjoyed by the contract owner and/or annuitant may relate to participation in the plan rather than ownership of the annuity contract.  Such plans are permitted to purchase investments other than annuities and retain tax-deferred status.
 
The following is a brief summary of some of the federal income tax considerations related to the contracts.  In addition to the federal income tax, distributions from annuity contracts may be subject to state and local income taxes.  The tax rules across all states and localities are not uniform and therefore will not be discussed in this prospectus.  Tax rules that may apply to contracts issued in U.S. territories such as Puerto Rico and Guam are also not discussed.  Nothing in this prospectus should be considered to be tax advice.  Contract owners and prospective contract owners should consult a financial consultant, tax adviser or legal counsel to discuss the taxation and use of the contracts.
 
IRAs, SEP IRAs and Simple IRAs
 
Distributions from IRAs, SEP IRAs and Simple IRAs are generally taxed as ordinary income when received.  If any of the amount contributed to the Individual Retirement Annuity was nondeductible for federal income tax purposes, then a portion of each distribution is excludable from income.
 
If distributions of income from an IRA are made prior to the date that the owner attains the age of 59½ years, the income is subject to both the regular income tax and an additional penalty tax of 10% is generally applicable.  (For Simple IRAs, the 10% penalty is increased to 25% if the distribution is made during the 2-year period beginning on the date that the individual first participated in the Simple IRA.)  The 10% penalty tax can be avoided if the distribution is:
 
·
made to a beneficiary on or after the death of the owner;
 
·
attributable to the owner becoming disabled (as defined in the Internal Revenue Code);
 
·
part of a series of substantially equal periodic payments made not less frequently than annually made for the life (or life expectancy) of the owner, or the joint lives (or joint life expectancies) of the owner and his or her designated beneficiary;
 
·
used for qualified higher education expenses; or
 
·
used for expenses attributable to the purchase of a home for a qualified first-time buyer.
 
If the contract owner dies before the contract is completely distributed, the balance will be included in the contract owner’s gross estate for tax purposes.
 
Roth IRAs
 
Distributions of earnings from Roth IRAs are taxable or nontaxable depending upon whether they are "qualified distributions" or "non-qualified distributions."  A "qualified distribution" is one that satisfies the five-year rule and meets one of the following requirements:

81


 
·
it is made on or after the date on which the contract owner attains age 59½;
 
·
it is made to a beneficiary (or the contract owner’s estate) on or after the death of the contract owner;
 
·
it is attributable to the contract owner’s disability; or
 
·
it is used for expenses attributable to the purchase of a home for a qualified first-time buyer.
 
The five-year rule generally is satisfied if the distribution is not made within the five year period beginning with the first taxable year in which a contribution is made to any Roth IRA established for the owner.
 
A qualified distribution is not included in gross income for federal income tax purposes.
 
A non-qualified distribution is not includable in gross income to the extent that the distribution, when added to all previous distributions, does not exceed the total amount of contributions made to the Roth IRA.  Any non-qualified distribution in excess of total contributions is includable in the contract owner’s gross income as ordinary income in the year that it is distributed to the contract owner.
 
Special rules apply for Roth IRAs that have proceeds received from an IRA prior to January 1, 1999 if the owner elected the special 4-year income averaging provisions that were in effect for 1998.
 
If non-qualified distributions of income from a Roth IRA are made prior to the date that the owner attains the age of 59½ years, the income is subject to both the regular income tax and an additional penalty tax of 10%.  The penalty tax can be avoided if the distribution is:
 
·
made to a beneficiary on or after the death of the owner;
 
·
attributable to the owner becoming disabled (as defined in the Internal Revenue Code);
 
·
part of a series of substantially equal periodic payments made not less frequently than annually made for the life (or life expectancy) of the owner, or the joint lives (or joint life expectancies) of the owner and his or her designated beneficiary;
 
·
for qualified higher education expenses; or
 
·
used for expenses attributable to the purchase of a home for a qualified first-time buyer.
 
If the contract owner dies before the contract is completely distributed, the balance will be included in the contract owner’s gross estate for tax purposes.
 
Tax Sheltered Annuities
 
Distributions from Tax Sheltered Annuities are generally taxed when received.  A portion of each distribution after the annuitization date is excludable from income based on a formula established pursuant to the Internal Revenue Code.  The formula excludes from income the amount invested in the contract divided by the number of anticipated payments until the full investment in the contract is recovered.  Thereafter all distributions are fully taxable.
 
If a distribution of income is made from a Tax Sheltered Annuity prior to the date that the owner attains the age of 59½ years, the income is subject to both the regular income tax and an additional penalty tax of 10%.  The penalty tax can be avoided if the distribution is:
 
·
made to a beneficiary on or after the death of the owner;
 
·
attributable to the owner becoming disabled (as defined in the Internal Revenue Code);
 
·
part of a series of substantially equal periodic payments made not less frequently than annually made for the life (or life expectancy) of the owner, or the joint lives (or joint life expectancies) of the owner and his or her designated beneficiary; or
 
·
made to the owner after separation from service with his or her employer after age 55.
 
A loan from a Tax Sheltered Annuity generally is not considered to be a distribution, and is therefore generally not taxable.  However, if the loan is not repaid in accordance with the repayment schedule, the entire balance of the loan would be treated as being in default, and the defaulted amount would be treated as being distributed to the participant as a taxable distribution.
 
If the contract owner dies before the contract is completely distributed, the balance will be included in the contract owner’s gross estate for tax purposes.
 
Non-Qualified Contracts - Natural Persons as Contract Owners
 
Generally, the income earned inside a Non-Qualified Annuity Contract that is owned by a natural person is not taxable until it is distributed from the contract.
 
Distributions before the annuitization date are taxable to the contract owner to the extent that the cash value of the contract exceeds the contract owner’s investment in the contract at the time of the distribution.  In general, the investment in the contract is equal to the purchase payment made with after-tax dollars.  Distributions, for this purpose, include full and partial surrenders, any portion of the contract that is assigned or pledged, amounts borrowed from the contract, or any portion of the contract that is transferred by gift.  For these purposes, a transfer by gift may occur upon annuitization if the contract owner and the annuitant are not the same individual.
 
With respect to annuity distributions on or after the annuitization date, a portion of each annuity payment is excludable from taxable income.  The amount excludable is based on the ratio between the contract owner’s investment in the contract and the expected return on the contract.  Once the entire investment in the contract is recovered, all distributions are fully includable in income.  The maximum amount excludable from income is the investment in the contract.  If the annuitant dies before the entire investment in the contract has been excluded from income, and as a result of the annuitant's death no more payments are due under the contract, then the unrecovered investment in the contract may be deducted on his or her final tax return.

82


 
In determining the taxable amount of a distribution, all annuity contracts issued after October 21, 1988 by the same company to the same contract owner during the same calendar year will be treated as one annuity contract.
 
A special rule applies to distributions from contracts that have investments that were made prior to August 14, 1982.  For those contracts, distributions that are made prior to the annuitization date are treated first as a recovery of the investment in the contract as of that date.  A distribution in excess of the amount of the investment in the contract as of August 14, 1982, will be treated as taxable income.
 
The Internal Revenue Code imposes a penalty tax if a distribution is made before the contract owner reaches age 59½.  The amount of the penalty is 10% of the portion of any distribution that is includable in gross income.  The penalty tax does not apply if the distribution is:
 
·
the result of a contract owner’s death;
 
·
the result of a contract owner’s disability, (as defined in the Internal Revenue Code);
 
·
one of a series of substantially equal periodic payments made over the life (or life expectancy) of the contract owner or the joint lives (or joint life expectancies) of the contract owner and the beneficiary selected by the contract owner to receive payment under the annuity payment option selected by the contract owner; or
 
·
is allocable to an investment in the contract before August 14, 1982.
 
If the contract owner dies before the contract is completely distributed, the balance will be included in the contract owner’s gross estate for tax purposes.
 
Non-Qualified Contracts - Non-Natural Persons as Contract Owners
 
The previous discussion related to the taxation of Non-Qualified Contracts owned by individuals.  Different rules (the so-called "non-natural persons" rules) apply if the contract owner is not a natural person.
 
Generally, contracts owned by corporations, partnerships, trusts, and similar entities are not treated as annuity contracts under the Internal Revenue Code.  Therefore, income earned under a Non-Qualified Contract that is owned by a non-natural person is taxed as ordinary income during the taxable year that it is earned.  Taxation is not deferred, even if the income is not distributed out of the contract.  The income is taxable as ordinary income, not capital gain.
 
The non-natural persons rules do not apply to all entity-owned contracts.  For purposes of the rule that annuity contracts that are owned by non-natural persons are not treated as annuity contracts for tax purposes, a contract that is owned by a non-natural person as an agent of an individual is treated as owned by the individual.  This would cause the contract to be treated as an annuity under the Internal Revenue Code, allowing tax deferral.  However, this exception does not apply when the non-natural person is an employer that holds the contract under a non-qualified deferred compensation arrangement for one or more employees.
 
The non-natural persons rules also do not apply to contracts that are:
 
·
acquired by the estate of a decedent by reason of the death of the decedent;
 
·
issued in connection with certain qualified retirement plans and individual retirement plans;
 
·
purchased by an employer upon the termination of certain qualified retirement plans; or
 
·
immediate annuities within the meaning of Section 72(u) of the Internal Revenue Code.
 
If the annuitant dies before the contract is completely distributed, the balance may be included in the annuitant’s gross estate for tax purposes, depending on the obligations that the non-natural owner may have owed to the annuitant.
 
GMWB Rider.  Although the tax treatment is not clear, if you purchase the GMWB rider and you take a withdrawal from your Contract before the annuitization date, we intend to treat the following amount of the withdrawal as a taxable distribution:  the excess of the greater of (a) your account value immediately before the distribution or (b) your Guaranteed Lifetime Amount immediately before the distribution, over (c) the remaining investment in the Contract. In certain circumstances, this treatment with respect to the GMWB rider could result in your account value being less than your investment in the Contract after such a withdrawal. If you subsequently surrender your contract under such circumstances, you would have a loss that may be deductible. If you purchase the GMWB rider in an IRA or Tax Sheltered Annuity, additional distributions may be required to satisfy the minimum distribution requirements. Please consult your tax advisor.
 
Withholding
 
Pre-death distributions from the contracts are subject to federal income tax.  Nationwide will withhold the tax from the distributions unless the contract owner requests otherwise.  If the distribution is from a Tax Sheltered Annuity, it will be subject to mandatory 20% withholding that cannot be waived, unless:
 
·
the distribution is made directly to another Tax Sheltered Annuity, qualified pension or profit-sharing plan described in section 401(a), an eligible deferred compensation plan described in section 457(b) which is maintained by an eligible employer described in section 457(e)(1)(A)  or IRA; or
 
·
the distribution satisfies the minimum distribution requirements imposed by the Internal Revenue Code.
 
In addition, under some circumstances, the Internal Revenue Code will not permit contract owners to waive withholding.  Such circumstances include:
 
·
if the payee does not provide Nationwide with a taxpayer identification number; or
 
·
if Nationwide receives notice from the Internal Revenue Service that the taxpayer identification number furnished by the payee is incorrect.

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If a contract owner is prohibited from waiving withholding, as described above, the distribution will be subject to mandatory back-up withholding.  The mandatory back-up withholding rate is established by Section 3406 of the Internal Revenue Code and is applied against the amount of income that is distributed.
 
Non-Resident Aliens
 
Generally, a pre-death distribution from a contract to a non-resident alien is subject to federal income tax at a rate of 30% of the amount of income that is distributed.  Nationwide is required to withhold this amount and send it to the Internal Revenue Service.  Some distributions to non-resident aliens may be subject to a lower (or no) tax if a treaty applies.  In order to obtain the benefits of such a treaty, the non-resident alien must:
 
(1)
provide Nationwide with a properly completed withholding certificate claiming the treaty benefit of a lower tax rate or exemption from tax; and
 
(2)
provide Nationwide with an individual taxpayer identification number.
 
If the non-resident alien does not meet the above conditions, Nationwide will withhold 30% of income from the distribution.
 
Another exemption from the 30% withholding is for the non-resident alien to provide Nationwide with sufficient evidence that:
 
(1)
the distribution is connected to the non-resident alien’s conduct of business in the United States;
 
(2)
the distribution is  includable in the non-resident alien’s gross income for United States federal income tax purposes: and
 
(3)
provide Nationwide with a properly completed withholding certificate claiming the exemption.
 
Note that these distributions would be subject to the same withholding rules that are applicable to payments to United States persons, including back-up withholding, which is currently at a rate of 28%, if a correct taxpayer identification number is not provided.
 
Federal Estate, Gift and Generation Skipping Transfer Taxes
 
The following transfers may be considered a gift for federal gift tax purposes:
 
·
a transfer of the contract from one contract owner to another; or
 
·
a distribution to someone other than a contract owner.
 
Upon the contract owner’s death, the value of the contract may be subject to estate taxes, even if all or a portion of the value is also subject to federal income taxes.
 
Section 2612 of the Internal Revenue Code may require Nationwide to determine whether a death benefit or other distribution is a "direct skip" and the amount of the resulting generation skipping transfer tax, if any.  A direct skip is when property is transferred to, or a death benefit or other distribution is made to:
 
a)
an individual who is two or more generations younger than the contract owner; or
 
b)
certain trusts, as described in Section 2613 of the Internal Revenue Code (generally, trusts that have no beneficiaries who are not 2 or more generations younger than the contract owner).
 
If the contract owner is not an individual, then for this purpose only, "contract owner" refers to any person:
 
·
who would be required to include the contract, death benefit, distribution, or other payment in his or her federal gross estate at his or her death; or
 
·
who is required to report the transfer of the contract, death benefit, distribution, or other payment for federal gift tax purposes.
 
If a transfer is a direct skip, Nationwide will deduct the amount of the transfer tax from the death benefit, distribution or other payment, and remit it directly to the Internal Revenue Service.
 
Charge for Tax
 
Nationwide is not required to maintain a capital gain reserve liability on Non-Qualified Contracts.  If tax laws change requiring a reserve, Nationwide may implement and adjust a tax charge.
 
Diversification
 
Internal Revenue Code Section 817(h) contains rules on diversification requirements for variable annuity contracts.  A variable annuity contract that does not meet these diversification requirements will not be treated as an annuity, unless:
 
·
the failure to diversify was accidental;
 
·
the failure is corrected; and
 
·
a fine is paid to the Internal Revenue Service.
 
The amount of the fine will be the amount of tax that would have been paid by the contract owner if the income, for the period the contract was not diversified, had been received by the contract owner.
 
If the violation is not corrected, the contract owner will be considered the owner of the underlying securities and will be taxed on the earnings of his or her contract.  Nationwide believes that the investments underlying this contract meet these diversification requirements.
 
Tax Changes
 
The foregoing tax information is based on Nationwide’s understanding of federal tax laws.  It is NOT intended as tax advice.  All information is subject to change without notice.  You should consult with your personal tax and/or financial adviser for more information.
 
In 2001, the Economic Growth and Tax Relief Reconciliation Act (EGTRRA) was enacted.  EGTRRA made numerous

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changes to the Internal Revenue Code, including the following:
 
·      generally lowering federal income tax rates;
 
·
increasing the amounts that may be contributed to various retirement plans, such as IRAs, Tax Sheltered Annuities and Qualified Plans;
 
·
increasing the portability of various retirement plans by permitting IRAs, Tax Sheltered Annuities, Qualified Plans and certain governmental 457 plans to "roll" money from one plan to another;
 
·
eliminating and/or reducing the highest federal estate tax rates;
 
·
 
increasing the estate tax credit; and
 
·
for persons dying after 2009, repealing the estate tax.
 
In 2006, the Pension Protection Act of 2006 made permanent the EGTRRA provisions noted above that increase the amounts that may be contributed to various retirement plans and that increase the portability of various retirement plans. However,  all of the other changes resulting from EGTRRA are scheduled to "sunset," or become ineffective, after December 31, 2010 unless they are extended by additional legislation.  If changes resulting from EGTRRA are not extended, beginning January 1, 2011, the Internal Revenue Code will be restored to its pre-EGTRRA form.
 
This creates uncertainty as to future tax requirements and implications.  Please consult a qualified tax or financial adviser for further information relating to EGTRRA and other tax issues.
 
Required Distributions
 
Any distribution paid that is NOT due to payment of the death benefit may be subject to a CDSC.
 
The Internal Revenue Code requires that certain distributions be made from the contracts issued in conjunction with this prospectus.  Following is an overview of the required distribution rules applicable to each type of contract.  Please consult a qualified tax or financial adviser for more specific required distribution information.
 
Required Distributions – General Information
 
In general, a beneficiary is an individual or other entity that the contract owner designates to receive death proceeds upon the contract owner’s death.  The distribution rules in the Internal Revenue Code make a distinction between "beneficiary" and "designated beneficiary" when determining the life expectancy that may be used for payments that are made from IRAs, SEP IRAs, Simple IRAs, Roth IRAs and Tax Sheltered Annuities after the death of the annuitant, or that are made from Non-Qualified Contracts after the death of the contract owner.  A designated beneficiary is a natural person who is designated by the contract owner as the beneficiary under the contract.  Non-natural beneficiaries (e.g. charities or certain trusts) are not designated beneficiaries for the purpose of required distributions and the life expectancy of such a beneficiary is zero.
 
Life expectancies and joint life expectancies will be determined in accordance with the relevant guidance provided by the Internal Revenue Service and the Treasury Department, including but not limited to Treasury Regulation 1.72-9 and Treasury Regulation 1.401(a)(9)-9.
 
Required distributions paid upon the death of the contract owner are paid to the beneficiary or beneficiaries stipulated by the contract owner.  How quickly the distributions must be made may be determined with respect to the life expectancies of the beneficiaries.  For Non-Qualified Contracts, the beneficiaries used in the determination of the distribution period are those in effect on the date of the contract owner’s death.  For contracts other than Non-Qualified Contracts, the beneficiaries used in the determination of the distribution period do not have to be determined until December 31 of the year following the contract owner’s death.  If there is more than one beneficiary, the life expectancy of the beneficiary with the shortest life expectancy is used to determine the distribution period.  Any beneficiary that is not a designated beneficiary has a life expectancy of zero.
 
Required Distributions for Non-Qualified Contracts
 
Internal Revenue Code Section 72(s) requires Nationwide to make certain distributions when a contract owner dies.  The following distributions will be made in accordance with the following requirements:
 
(1)
If any contract owner dies on or after the annuitization date and before the entire interest in the contract has been distributed, then the remaining interest must be distributed at least as rapidly as the distribution method in effect on the contract owner's death.
 
(2)
If any contract owner dies before the annuitization date, then the entire interest in the contract (consisting of either the death benefit or the contract value reduced by charges set forth elsewhere in the contract) will be distributed within 5 years of the contract owner’s death, provided however:
 
               (a)
any interest payable to or for the benefit of a designated beneficiary may be distributed over the life of the designated beneficiary or over a period not longer than the life expectancy of the designated beneficiary.  Payments must begin within one year of the contract owner's death unless otherwise permitted by federal income tax regulations; and
 
               (b)
if the designated beneficiary is the surviving spouse of the deceased contract owner, the spouse can choose to become the contract owner instead of receiving a death benefit.  Any distributions required under these distribution rules will be made upon that spouse’s death.
 
In the event that the contract owner is not a natural person (e.g., a trust or corporation), for purposes of these distribution provisions:
 
(a)
the death of the annuitant will be treated as the death of a contract owner;
 
(b)
any change of annuitant will be treated as the death of a contract owner; and

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(c)
in either case, the appropriate distribution will be made upon the death or change, as the case may be.
 
These distribution provisions do not apply to any contract exempt from Section 72(s) of the Internal Revenue Code by reason of Section 72(s)(5) or any other law or rule.
 
Required Distributions for Tax Sheltered Annuities, IRAs, SEP IRAs, Simple IRAs and Roth IRAs
 
Distributions from a Tax Sheltered Annuity, IRA, SEP IRA or Simple IRA must begin no later than April 1 of the calendar year following the calendar year in which the contract owner reaches age 70½.  Distributions may be paid in a lump sum or in substantially equal payments over:
 
(a)
the life of the contract owner or the joint lives of the contract owner and the contract owner’s designated beneficiary; or
 
(b)
a period not longer than the period determined under the table in Treasury Regulation 1.401(a)(9)-9, which is the deemed joint life expectancy of the contract owner and a person 10 years younger than the contract owner.  If the designated beneficiary is the spouse of the contract owner, the period may not exceed the longer of the period determined under such table or the joint life expectancy of the contract owner and the contract owner’s spouse, determined in accordance with Treasury Regulation 1.72-9, or such additional guidance as may be provided pursuant to Treasury Regulation 1.401(a)(9)-9.
 
For Tax Sheltered Annuities, required distributions do not have to be withdrawn from this contract if they are being withdrawn from another Tax Sheltered Annuity of the contract owner.
 
For IRAs, SEP IRAs and Simple IRAs, required distributions do not have to be withdrawn from this contract if they are being withdrawn from another IRA, SEP IRA or Simple IRA of the contract owner.
 
If the contract owner’s entire interest in a Tax Sheltered Annuity, IRA, SEP IRA or Simple IRA will be distributed in equal or substantially equal payments over a period described in (a) or (b) above, the payments must begin on or before the required beginning date.  The required beginning date is April 1 of the calendar year following the calendar year in which the contract owner reaches age 70½.  The rules for Roth IRAs do not require distributions to begin during the contract owner’s lifetime, therefore, the required beginning date is not applicable to Roth IRAs.
 
Due to recent changes in Treasury Regulations, the amount used to compute the minimum distribution requirement may exceed the contract value.
 
If the contract owner dies before the required beginning date (in the case of a Tax Sheltered Annuity, IRA, SEP IRA or Simple IRA) or before the entire contract value is distributed (in the case of Roth IRAs), any remaining interest in the contract must be distributed over a period not exceeding the applicable distribution period, which is determined as follows:
 
(a)
if the designated beneficiary is the contract owner’s spouse, the applicable distribution period is the surviving spouse’s remaining life expectancy using the surviving spouse’s birthday for each distribution calendar year after the calendar year of the contract owner’s death.  For calendar years after the death of the contract owner’s surviving spouse, the applicable distribution period is the spouse’s remaining life expectancy using the spouse’s age in the calendar year of the spouse’s death, reduced by one for each calendar year that elapsed since the calendar year immediately following the calendar year of the spouse’s death;
 
(b)
if the designated beneficiary is not the contract owner’s surviving spouse, the applicable distribution period is the designated beneficiary’s remaining life expectancy using the designated beneficiary’s birthday in the calendar year immediately following the calendar year of the contract owner’s death, reduced by one for each calendar year that elapsed thereafter; and
 
(c)
if there is no designated beneficiary, the entire balance of the contract must be distributed by December 31 of the fifth year following the contract owner’s death.
 
If the contract owner dies on or after the required beginning date, the interest in the Tax Sheltered Annuity, IRA, SEP IRA or Simple IRA must be distributed over a period not exceeding the applicable distribution period, which is determined as follows:
 
(a)
if the designated beneficiary is the contract owner’s spouse, the applicable distribution period is the surviving spouse’s remaining life expectancy using the surviving spouse’s birthday for each distribution calendar year after the calendar year of the contract owner’s death.  For calendar years after the death of the contract owner’s surviving spouse, the applicable distribution period is the spouse’s remaining life expectancy using the spouse’s age in the calendar year of the spouse’s death, reduced by one for each calendar year that elapsed since the calendar year immediately following the calendar year of the spouse’s death;
 
(b)
if the designated beneficiary is not the contract owner’s surviving spouse, the applicable distribution period is the designated beneficiary’s remaining life expectancy using the designated beneficiary’s birthday in the calendar year immediately following the calendar year of the contract owner’s death, reduced by one for each calendar year that elapsed thereafter; and
 
(c)
if there is no designated beneficiary, the applicable distribution period is the contract owner’s remaining life expectancy using the contract owner’s birthday in the calendar year of the contract owner’s death, reduced by one for each year thereafter.

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If distribution requirements are not met, a penalty tax of 50% is levied on the difference between the amount that should have been distributed for that year and the amount that actually was distributed for that year.
 
For IRAs, SEP IRAs and Simple IRAs, all or a portion of each distribution will be included in the recipient’s gross income and taxed at ordinary income tax rates.  The portion of a distribution that is taxable is based on the ratio between the amount by which non-deductible purchase payments exceed prior non-taxable distributions and total account balances at the time of the distribution.  The owner of an IRA, SEP IRA or Simple IRA must annually report the amount of non-deductible purchase payments, the amount of any distribution, the amount by which non-deductible purchase payments for all years exceed non taxable distributions for all years, and the total balance of all IRAs, SEP IRAs or Simple IRAs.
 
Distributions from Roth IRAs may be either taxable or nontaxable, depending upon whether they are "qualified distributions" or "non-qualified distributions."
 
As noted above, if you purchase the GMWB, additional distributions may be required to satisfy the minimum distribution requirements. Please consult your tax advisor.




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