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Nationwide Life Insurance Company                               Nationwide Life and Annuity Insurance Company
    • Nationwide Variable Account-4                                 • Nationwide VL Separate Account-C
    • Nationwide Variable Account-7                                 • Nationwide VL Separate Account-D
    • Nationwide VLI Separate Account-2
    • Nationwide VLI Separate Account-4
                                    Prospectus supplement dated September 12, 2011 to
                                     BOA Multiple Pay prospectus dated May 1, 2002;
            BOA COLI Future (NLAIC), BOA COLI, and Scudder Deutsche PCVUL prospectus dated May 1, 2008;
          America's marketFLEX Advisor Annuity, America's marketFLEX Annuity, America's marketFLEX II Annuity,
         BOA All American Annuity, Compass All American, BAE Future Corporate FPVUL, BOA COLI Future (NWL),
         Future Executive VUL, Marathon CVUL, and Next Generation Corporate FPVUL prospectus dated May 1, 2011

This supplement updates certain information contained in your prospectus. Please read it and keep it with your prospectus
for future reference.
Effective on or about September 30, 2011, Baring International Investment Limited will no longer be the subadviser for the
Nationwide Variable Insurance Trust – NVIT Emerging Markets Fund. The new subadviser to that fund will be The Boston Company
Asset management, LLC.




PROS-0191
Nationwide Life Insurance Company
 • Nationwide Variable Account-4

                                  Prospectus supplement dated July 12, 2011 to Prospectus dated
                                                           May 1, 2011

This supplement updates certain information contained in your prospectus. Please read it and keep it with your prospectus
for future reference.


1.   On or about July 20, 2011, or as soon thereafter as reasonably practicable, the Nationwide Variable Account Trust ("NVIT") –
     NVIT Multi-Manager Small Cap Value Fund: Class III will remove Aberdeen Asset Manager, Inc. as a sub-advisor. After the
     change is effective, the sub-advisors for the NVIT – NVIT Multi-Manager Small Cap Value Fund: Class III will be Epoch
     Investment Partners, Inc. and J.P. Morgan Investment Management Inc.

2.   On or about July 20, 2011, or as soon thereafter as reasonably practicable, the Nationwide Variable Account Trust ("NVIT") –
     NVIT Multi-Manager Small Company Fund: Class III will remove Aberdeen Asset Manager, Inc., and Waddell & Reed
     Investment Management Company as sub-advisors and add OppenheimerFunds Inc. will be added as a sub-advisor. After the
     change is effective, the sub-advisors for the NVIT – NVIT Multi-Manager Small Company Fund: Class III will be Morgan
     Stanley Investment Management, Neuberger Berman Management, Inc., OppenheimerFunds, Inc. and Putnam Investment
     Management, LLC.




PROS-0183
Nationwide Life Insurance Company                                  Nationwide Life and Annuity Insurance Company
 • Multi-Flex Variable Account                                     • Nationwide VA Separate Account-C
 • Nationwide Variable Account
 • Nationwide Variable Account-II
 • Nationwide Variable Account-4
 • Nationwide Variable Account-7
 • Nationwide Variable Account-9
 • Nationwide Variable Account-12
 • Nationwide Variable Account-13

                                          Prospectus supplement dated July 12, 2011 to
 Soloist, BOA IV, BOA America’s Vision Annuity, BOA America’s Future Annuity II, Nationwide Destination All American Gold,
  BOA Achiever Annuity, BOA Future Venue Annuity, Nationwide Destination C, BOA Elite Venue Annuity, BOA Choice Venue
Annuity II, Nationwide Destination L, Schwab Income Choice Variable Annuity, Nationwide Income Architect Annuity, Nationwide
    Destination B, Nationwide Destination EV, America’s marketFLEX Annuity, America’s marketFLEX II Annuity, America’s
marketFLEX Advisor Annuity, BOA All American Annuity, BOA America’s Future Annuity, BOA America’s Exclusive Annuity II,
  BOA V, BOA Choice Annuity, BOA Choice Venue Annuity, BOA America’s Income Annuity, Waddell & Reed Advisors Select
Income Annuity, Waddell & Reed Advisors Select Preferred Annuity, BOA Advisor Variable Annuity, NEA Valuebuilder, The One
                                         Investor Annuity prospectus dated May 1, 2011

This supplement updates certain information contained in your prospectus. Please read it and keep it with your prospectus
for future reference.
Effective immediately, the following is added to page 1 of the prospectus immediately before “These securities have not been
approved or disapproved by the SEC, nor has the SEC passed upon the accuracy or adequacy of the prospectus.”


Before investing, understand that annuities and/or life insurance products are not insured by the Federal Deposit Insurance
Corporation 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. Variable annuity contracts involve investment risk and may lose
value.




PROS-0182
Nationwide Life Insurance Company:
     Nationwide Variable Account-4

                                        Prospectus supplement dated May 17, 2011 to
           America’s marketFLEX Advisor Annuity and America’s marketFLEX II Annuity prospectus dated May 1, 2011
This supplement updates certain information contained in your prospectus. Please read it and keep it with your prospectus
for future reference.
1.   On Page 1 of the prospectus, Van Eck Worldwide Insurance Trust is removed from the list of portfolio companies whose
     underlying mutual funds the sub-accounts under the contract invest in.
2.   The list of sub-accounts available effective May 1, 2011 in “Appendix B: Condensed Financial Information” is amended to
     remove the following sub-account:
Van Eck Worldwide Insurance Trust – Van Eck VIP Multi-Manager Alternatives Fund: Initial Class
3.   The list of sub-accounts available effective May 1, 2011 in “Appendix B: Condensed Financial Information” is amended to
     add the following sub-account:
Van Eck VIP Trust – Van Eck VIP Multi-Manager Alternatives Fund: Initial Class
4.   In the Transfer Requests subsection of the Operation of the Contract section, the list of actively traded funds has been
     replaced with the following:
Nationwide Variable Insurance Trust
  NVIT Money Market Fund: Class II
ProFunds
   ProFund VP Access High Yield Fund
   ProFund VP Asia 30
   ProFund VP Banks
   ProFund VP Basic Materials
   ProFund VP Bear
   ProFund VP Biotechnology
   ProFund VP Bull
   ProFund VP Consumer Goods
   ProFund VP Consumer Services
   ProFund VP Emerging Markets
   ProFund VP Europe 30
   ProFund VP Financials
   ProFund VP Health Care
   ProFund VP Industrials
   ProFund VP International
   ProFund VP Internet
   ProFund VP Japan
   ProFund VP NASDAQ-100
   ProFund VP Oil and Gas
   ProFund VP Pharmaceuticals
   ProFund VP Precious Metals
   ProFund VP Real Estate
   ProFund VP Rising Rates Opportunity
   ProFund VP Semiconductor
   ProFund VP Short Emerging Markets
   ProFund VP Short International
   ProFund VP Short NASDAQ-100
   ProFund VP Technology
   ProFund VP Telecommunications
   ProFund VP U.S. Government Plus
   ProFund VP Ultra NASDAQ-100
   ProFund VP Ultra Short NASDAQ-100
   ProFund VP Utilities

PROS-0176
Rydex Variable Trust
  Amerigo Fund
  Banking Fund
  Basic Materials Fund
  Biotechnology Fund
  Clermont Fund
  Consumer Products Fund
  Dow 2x Strategy Fund
  Electronics Fund
  Energy Fund
  Energy Services Fund
  Europe 1.25x Strategy Fund
  Financial Services Fund
  Government Long Bond 1.2x Strategy Fund
  Health Care Fund
  Internet Fund
  Inverse Dow 2x Strategy Fund
  Inverse Government Long Bond Strategy Fund
  Inverse Mid-Cap Strategy Fund
  Inverse NASDAQ-100® Strategy Fund
  Inverse Russell 2000® Strategy Fund
  Inverse S&P 500 Strategy Fund
  Japan 2x Strategy Fund
  Leisure Fund
  Mid-Cap 1.5x Strategy Fund
  NASDAQ-100® 2x Strategy Fund
  NASDAQ-100® Fund
  Nova Fund
  Precious Metals Fund
  Real Estate Fund
  Retailing Fund
  Russell 2000® 1.5x Strategy Fund
  S&P 500 2x Strategy Fund
  S&P 500 Pure Growth Fund
  S&P 500 Pure Value Fund
  S&P MidCap 400 Pure Growth Fund
  S&P MidCap 400 Pure Value Fund
  S&P SmallCap 600 Pure Growth Fund
  S&P SmallCap 600 Pure Value Fund
  Select Allocation Fund
  Strengthening Dollar 2x Strategy Fund
  Technology Fund
  Telecommunications Fund
  Transportation Fund
  Utilities Fund
  Weakening Dollar 2x Strategy Fund
5.   In the Transfer Requests subsection of the Operation of the Contract section, the list of limited transfer funds has been
     replaced with the following:
AllianceBernstein Variable Products Series Fund, Inc.
   AllianceBernstein VPS Balanced Wealth Strategy Portfolio: Class B
American Century Variable Portfolios, Inc.
  American Century VP Income & Growth Fund: Class III
  American Century VP Value Fund: Class III
American Century Variable Portfolios II, Inc.
  American Century VP Inflation Protection Fund: Class II

PROS-0176
BlackRock Variable Series Funds, Inc.
   BlackRock Global Allocation V.I. Fund: Class III
Credit Suisse Trust
   Commodity Return Strategy Portfolio
Fidelity Variable Insurance Products Fund
   VIP Asset Manager Portfolio: Service Class 2
   VIP Equity-Income Portfolio: Service Class 2R
   VIP Growth Portfolio: Service Class 2R
Franklin Templeton Variable Insurance Products Trust
   Franklin Templeton VIP Founding Funds Allocation Fund: Class 2
Ivy Funds Variable Insurance Portfolios, Inc.
   Asset Strategy
MFS® Variable Insurance Trust II
  MFS Global Tactical Allocation Portfolio: Service Class
Nationwide Variable Insurance Trust
  American Funds NVIT Asset Allocation Fund: Class II
  Federated NVIT High Income Bond Fund: Class III
  NVIT CardinalSM Aggressive Fund: Class II
  NVIT CardinalSM Balanced Fund: Class II
  NVIT CardinalSM Capital Appreciation Fund: Class II
  NVIT CardinalSM Conservative Fund: Class II
  NVIT CardinalSM Moderate Fund: Class II
  NVIT CardinalSM Moderately Aggressive Fund: Class II
  NVIT CardinalSM Moderately Conservative Fund: Class II
  NVIT Core Plus Bond Fund: Class II
  NVIT Emerging Markets Fund: Class III
  NVIT Government Bond Fund: Class III
  NVIT Investor Destinations Funds
    o NVIT Investor Destination Aggressive Fund: Class VI
    o NVIT Investor Destinations Balanced Fund: Class VI
    o NVIT Investor Destinations Capital Appreciation Fund: Class VI
    o NVIT Investor Destination Conservative Fund: Class VI
    o NVIT Investor Destination Moderate Fund: Class VI
    o NVIT Investor Destination Moderately Aggressive Fund: Class VI
    o NVIT Investor Destination Moderately Conservative Fund: Class VI
  NVIT Multi-Manager International Growth Fund: Class VI
  NVIT Multi-Manager International Value Fund: Class VI
  NVIT Multi-Manager Large Cap Growth Fund: Class II
  NVIT Multi-Manager Large Cap Value Fund: Class II
  NVIT Multi-Manager Mid Cap Growth Fund: Class II
  NVIT Multi-Manager Mid Cap Value Fund: Class II
  NVIT Multi-Manager Small Cap Growth Fund: Class III
  NVIT Multi-Manager Small Cap Value Fund: Class III
  NVIT Multi-Manager Small Company Fund: Class III
  NVIT Nationwide Fund: Class III
  NVIT Short Term Bond Fund: Class II
PIMCO Variable Insurance Trust
   All Asset Portfolio: Advisor Class
   Commodity RealReturn® Strategy Portfolio: Advisor Class
   Emerging Markets Bond Portfolio: Advisor Class
   Foreign Bond Portfolio (Unhedged): Advisor Class
   Global Bond (Unhedged): Advisor Class
   High Yield Portfolio: Advisor Class
   Low Duration Portfolio: Advisor Class
   Total Return Portfolio: Advisor Class
PROS-0176
Pioneer Variable Contracts Trust
   Pioneer Emerging Markets VCT Portfolio: Class II
   Pioneer High Yield VCT Portfolio: Class II
Rydex Variable Trust
  All-Asset Strategy Aggressive Fund
  All-Asset Strategy Conservative Fund
  All-Asset Strategy Moderate Fund
  Alternative Strategies Allocation Fund
  Commodities Strategy Fund
  DWA Flexible Allocation Fund
  DWA Sector Rotation Fund
  Managed Futures Strategy Fund
  Multi-Hedge Strategies Fund
  U.S. Long Short Momentum Fund
The Universal Institutional Funds, Inc.
   Emerging Markets Debt Portfolio: Class II
   Global Real Estate Portfolio: Class II
   Global Tactical Asset Allocation Portfolio: Class II
Van Eck VIP Trust
  Van Eck VIP Global Hard Assets Fund: Initial Class
  Van Eck VIP Multi-Manager Alternative Fund: Initial Class




PROS-0176
                                      America's marketFLEX® Advisor Annuity
                                         Nationwide Life Insurance Company
                                     Individual Deferred Variable Annuity Contracts
                 Issued by Nationwide Life Insurance Company through its Nationwide Variable Account-4
                                       The date of this prospectus is May 1, 2011.
This prospectus contains basic information you should understand about the contracts before investing. 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
advisors, 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, 2011), which contains additional information about the contracts and the
Variable Account, has been filed with the Securities and Exchange Commission ("SEC") and is incorporated herein by reference.
The table of contents for the Statement of Additional Information is on page 30. 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 Nationwide products can be found at www.nationwide.com.
Information about us and the product (including the Statement of Additional Information) may also be reviewed and copied at the
SEC's Public Reference Room in Washington, D.C., or may be obtained, upon payment of a duplicating fee, by writing the Public
Reference Section of the SEC, 100 F Street NE, Washington, D.C. 20549. Additional information on the operation of the Public
Reference Room may be obtained by calling the SEC at (202) 551-8090. The SEC also maintains a website (www.sec.gov) that
contains the prospectus, the SAI, material incorporated by reference, and other information.
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 an Extra Value Option and the recapture of the credits (in the event of a surrender) could exceed
any benefit of receiving the credits.


The Sub-Accounts available under this contract invest in the             •   MFS® Variable Insurance Trust II
underlying mutual funds of the portfolio companies listed
below.                                                                   •   Nationwide Variable Insurance Trust

•   AllianceBernstein Variable Products Series Fund, Inc.                •   PIMCO Variable Insurance Trust

•   American Century Variable Portfolios II, Inc.                        •   Pioneer Variable Contracts Trust

•   American Century Variable Portfolios, Inc.                           •   ProFunds

•   BlackRock Variable Series Funds, Inc.                                •   Rydex Variable Trust

•   Credit Suisse Trust                                                  •   The Universal Institutional Funds, Inc.

•   Fidelity Variable Insurance Products Fund                            •   Van Eck VIP Trust

•   Franklin Templeton Variable Insurance Products Trust                 •   Van Eck Worldwide Insurance Trust

•   Ivy Funds Variable Insurance Portfolios, Inc.
                                                                    1
For a complete list of the available Sub-Accounts, please refer
to "Appendix A: Underlying Mutual Funds." For more
information on the underlying mutual funds, please refer to the
prospectus for the mutual fund.




                                                                  2
Glossary of Special Terms
Accumulation Unit- An accounting unit of measure used to               Non-Qualified Contract- A contract which does not qualify
calculate the Variable Account Contract Value before the               for favorable tax treatment as a Qualified Plan, IRA, Roth IRA
Annuitization Date.                                                    or Tax Sheltered Annuity.
Annuitant- The person upon whose continuation of life benefit          Qualified Plans- Retirement plans which receive favorable
payments involving life contingencies depends.                         tax treatment under Section 401 of the Internal Revenue Code.
                                                                       In this prospectus, all provisions applicable to Qualified Plans
Annuitization Date- The date on which annuity payments                 apply to Investment-Only Contracts unless specifically stated
begin.                                                                 otherwise.
Annuity Commencement Date- The date on which annuity                   Roth IRA- An annuity contract which qualifies for favorable
payments are scheduled to begin. This date may be changed              tax treatment under Section 408A of the Internal Revenue
by the Contract Owner with Nationwide's consent.                       Code.
Annuity Unit- An accounting unit of measure used to                    SEC- Securities and Exchange Commission.
calculate variable annuity payments.
                                                                       Simplified Employee Pension IRA ("SEP IRA")- An
Charitable Remainder Trust- A trust meeting the                        annuity contract which qualifies for favorable tax treatment
requirements of Section 664 of the Internal Revenue Code.              under Section 408(k) of the Internal Revenue Code.
Contract Owner- The person(s) who owns all rights under                Simple IRA- An annuity contract which qualifies for
the contract. All references in this prospectus to "you" shall         favorable tax treatment under Section 408(p) of the Internal
also mean the Contract Owner.                                          Revenue Code.
Contract Value- The total value of all Accumulation Units              Sub-Accounts- Divisions of the Variable Account each of
held under the contract.                                               which invests in a single underlying mutual fund.
Contract Year- Each year the contract is in force beginning            Tax Sheltered Annuity- An annuity that qualifies for
with the date the contract is issued.                                  favorable tax treatment under Section 403(b) of the Internal
Daily Net Assets- A figure that is calculated at the end of each       Revenue Code. The Tax Sheltered Annuities sold under this
Valuation Period and represents the sum of all the Contract            prospectus are not available in connection with investment
Owners' interests in the variable Sub-Accounts after the               plans that are subject to ERISA.
deduction of contract and underlying mutual fund expenses.             Valuation Period ("Valuation Day")- Each day the New
ERISA- The Employee Retirement Income Security Act of                  York Stock Exchange is open for business, or any other day
1974, as amended.                                                      during which there is a sufficient degree of trading of
                                                                       underlying mutual fund shares such that the current Net Asset
Individual Retirement Account- An account that qualifies               Value of Accumulation Units or Annuity Units might be
for favorable tax treatment under Section 408(a) of the                materially affected.
Internal Revenue Code, but does not include Roth IRAs.
                                                                       Variable Account- Nationwide Variable Account-4, a
Individual Retirement Annuity- An annuity contract that                separate account of Nationwide that contains Variable
qualifies for favorable tax treatment under Section 408(b) of          Account allocations. The Variable Account is divided into
the Internal Revenue Code, but does not include Roth IRAs.             Sub-Accounts, each of which invests in shares of a separate
Investment-Only Contract- A contract purchased by a                    underlying mutual fund.
qualified pension, profit-sharing or stock bonus plan as
defined by Section 401(a) of the Internal Revenue Code.
Nationwide- Nationwide Life Insurance Company. All
references in this prospectus to "we" or "us" shall mean
Nationwide.
Net Asset Value- The value of one share of an underlying
mutual fund at the close of the New York Stock Exchange.




                                                                   3
Table of Contents                                                                                                                                                                                      Page
Glossary of Special Terms..............................................................................................................................................................                   3
Synopsis ...........................................................................................................................................................................................      6
Underlying Mutual Fund Annual Expenses .................................................................................................................................                                  7
Example ...........................................................................................................................................................................................       7
Condensed Financial Information.................................................................................................................................................                          7
Financial Statements ......................................................................................................................................................................               7
Nationwide Life Insurance Company ...........................................................................................................................................                             8
Nationwide Investment Services Corporation..............................................................................................................................                                  8
Investing in the Contract................................................................................................................................................................                 8
    Minimum Initial and Subsequent Purchase Payments
    Dollar Limit Restrictions
    The Variable Account and Underlying Mutual Funds
    Annuity Payments
    Taxation
    Right to Examine and Cancel
The Contract in General ................................................................................................................................................................                 10
    Distribution and Promotional Expenses
    Underlying Mutual Fund Payments
    Profitability
    Contract Modification
Standard Charges and Deductions................................................................................................................................................                          12
    Underlying Mutual Fund Annual Expenses
    Mortality and Expense Risk Charge
    Administrative Charge
    Premium Taxes
    Short-Term Trading Fees
Optional Contract Benefits, Charges and Deductions.................................................................................................................                                      13
    Return of Premium Enhanced Death Benefit Option
    Extra Value Options
    Removal of Variable Account Charges
Ownership and Interests in the Contract........................................................................................................................................                          15
    Contract Owner
    Joint Owner
    Contingent Owner
    Annuitant
    Contingent Annuitant
    Co-Annuitant
    Beneficiary and Contingent Beneficiary
    Changes to the Parties to the Contract
Operation of the Contract..............................................................................................................................................................                  16
    Minimum Initial and Subsequent Purchase Payments
    Pricing
    Application and Allocation of Purchase Payments
    Determining the Contract Value
    Transfers Prior to Annuitization
    Frequent Trading and Transfer Restrictions
    Transfers After Annuitization
    Transfer Requests
Right to Examine and Cancel ........................................................................................................................................................                     20
Surrender (Redemption) ................................................................................................................................................................                  21
    Partial Surrenders (Partial Redemptions)
    Full Surrenders (Full Redemptions)
    Surrenders Under a Texas Optional Retirement Program or a Louisiana Optional Retirement Plan
    Surrenders Under a Tax Sheltered Annuity
Assignment ......................................................................................................................................................................................        22
Contract Owner Services ...............................................................................................................................................................                  22
    Systematic Withdrawals


                                                                                                    4
Table of Contents (continued)                                                                                                                                                                      Page
Annuity Commencement Date.......................................................................................................................................................                     22
Annuitizing the Contract................................................................................................................................................................             23
    Annuitization Date
    Annuitization
    Fixed Payment Annuity
    Variable Payment Annuity
    Frequency and Amount of Annuity Payments
    Annuity Payment Options
Death Benefits .................................................................................................................................................................................     24
    Death of Contract Owner – Non-Qualified Contracts
    Death of Annuitant – Non-Qualified Contracts
    Death of Contract Owner/Annuitant
    Death Benefit Payment
    Death Benefit Calculations
Statements and Reports..................................................................................................................................................................             26
Legal Proceedings ...........................................................................................................................................................................        26
Table of Contents of the Statement of Additional Information ..................................................................................................                                      30
Appendix A: Underlying Mutual Funds .......................................................................................................................................                          31
Appendix B: Condensed Financial Information ..........................................................................................................................                               45
Appendix C: Contract Types and Tax Information ....................................................................................................................                                  68
Appendix D: State Variations ........................................................................................................................................................                77




                                                                                                  5
Synopsis
Contract Expenses
The following tables describe the fees and expenses that a Contract Owner will pay when buying, owning, or surrendering the
contract. Please refer to the applicable section later in this prospectus for a detailed description of each charge.
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 Premium Tax Charge (as a percentage of purchase payments) ..........................................................................                                        5%1
Maximum Short-Term Trading Fee (as a percentage of transaction amount) .....................................................................                                        1%

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
Variable Account Annual Expenses (annualized rate of total Variable Account charges as a percentage of the
Daily Net Assets)
      Mortality and Expense Risk Charge ...............................................................................................................................             0.25%
      Administrative Charge .....................................................................................................................................................   0.20%
      Return of Premium Enhanced Death Benefit Option Charge ......................................................................................                                 0.20%
          Total Variable Account Charges (including this option only) .....................................................................................                         0.65%
      Extra Value Options2 (an applicant may elect one)
            3% Extra Value Option Charge ...............................................................................................................................            0.40%
               Total Variable Account Charges (including this option only)..............................................................................                            0.85%
            4% Extra Value Option Charge ...............................................................................................................................            0.55%
               Total Variable Account Charges (including this option only)..............................................................................                            1.00%
The next table shows the fees and expenses that a Contract Owner would pay if he/she elected all of the optional benefits under the
contract (and the most expensive of mutually exclusive optional benefits).
                                              Summary of Maximum Contract Expenses
             (Expenses shown are the annualized rates charged as a percentage of the Daily Net Assets of the Variable Account.)
Mortality and Expense Risk Charge (applicable to all contracts) ..............................................................................................                      0.25%
Administrative Charge (applicable to all contracts)...................................................................................................................              0.20%
Return of Premium Enhanced Death Benefit Option Charge ....................................................................................................                         0.20%
4% Extra Value Option Charge .................................................................................................................................................      0.55%
Maximum Possible Total Variable Account Charges ...........................................................................................................                         1.20%




1
  Nationwide will charge between 0% and 5% of purchase payments for premium taxes levied by state or other government entities. The amount
assessed to the contract will equal the amount assessed by the state or government entity.
2
  Nationwide will discontinue deducting the charge associated with the 3% and 4% Extra Value Options 7 years from the date the contract was
issued.
                                                                           6
Underlying Mutual Fund Annual Expenses
The next table provides the minimum and maximum total operating expenses, as of December 31, 2010, charged by the underlying
mutual funds that you may pay 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                       0.69%                     5.31%
      percentage of underlying mutual fund assets.
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.

Example
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 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; and
  •     the total Variable Account charges associated with the most expensive combination of optional benefits (1.20%).
For those contracts that do not elect the most expensive combination of optional benefits, the expenses would be lower.
                                    If you surrender your contract     If you annuitize your contract              If you do not
                                      at the end of the applicable       at the end of the applicable                surrender
                                              time period                        time period                       your contract
                                  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
                                  $684    $2,013 $3,295    $6,298        *     $2,013 $3,295    $6,298   $684    $2,013    $3,295   $6,298
  Mutual Fund Operating
  Expenses (5.31%)
  Minimum Total Underlying
                                  $198     $613   $1,054   $2,277        *      $613   $1,054   $2,277   $198    $613      $1,054   $2,277
  Mutual Fund Operating
  Expenses (0.69%)

*The contracts sold under this prospectus do not permit annuitization during the first two Contract Years.


Condensed Financial Information                                              Financial Statements
The value of an Accumulation Unit is determined on the basis                 Financial statements for the Variable Account and
of changes in the per share value of the underling mutual                    consolidated financial statements for Nationwide are located
funds and the assessment of Variable Account charges which                   in the Statement of Additional Information. A current
may vary from contract to contract (for more information on                  Statement of Additional Information may be obtained, without
the calculation of Accumulation Unit values, see "Determining                charge, by contacting Nationwide's home office at the
Variable Account Value – Valuing an Accumulation Unit").                     telephone number listed on page 1 of this prospectus.
Please refer to "Appendix B: Condensed Financial
Information" 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.




                                                                     7
Nationwide Life Insurance Company                                          Minimum Initial and Subsequent Purchase Payments
Nationwide, the depositor, is a stock life insurance company                    Contract            Minimum              Minimum
organized under Ohio law in March 1929 with its home office at                   Type            Initial Purchase       Subsequent
One Nationwide Plaza, Columbus, Ohio 43215. Nationwide is a                                          Payment            Payments*
provider of life insurance, annuities and retirement products. It is        Non-Qualified            $10,000               $500
admitted to do business in all states, the District of Columbia and         IRA                      $10,000               $500
Puerto Rico.                                                                SEP IRA                  $10,000               $500
                                                                            Simple IRA               $10,000               $500
Nationwide is a member of the Nationwide group of
                                                                            Roth IRA                 $10,000               $500
companies. Nationwide Mutual Insurance Company and
Nationwide Mutual Fire Insurance Company (the                               Tax Sheltered            $10,000               $500
"Companies") are the ultimate controlling persons of the                    Annuity**
Nationwide group of companies. The Companies were                           Investment-Only           $10,000               $500
organized under Ohio law in December 1925 and 1933                          Charitable                $10,000               $500
respectively. The Companies engage in a general insurance                   Remainder Trust
and reinsurance business, except life insurance.                           *For subsequent purchase payments, sent via electronic
                                                                           deposit, the minimum subsequent purchase payment is $50.
Nationwide Investment Services Corporation                                 **Only available for individual 403(b) Tax Sheltered Annuity
                                                                           contracts subject to ERISA and certain state Optional Retirement
The contracts are distributed by the general distributor,
                                                                           Plans and/or Programs that have purchased at least one individual
Nationwide Investment Services Corporation ("NISC"), One
                                                                           annuity contract issued by Nationwide prior to September 25,
Nationwide Plaza, Columbus, Ohio 43215. NISC is a wholly
                                                                           2007.
owned subsidiary of Nationwide.
                                                                           Some states have different minimum initial and subsequent
Investing in the Contract                                                  purchase payment amounts, and subsequent purchase payments
                                                                           may not be permitted in all states (see "Appendix D: State
The contracts described in this prospectus are flexible                    Variations").
purchase payment contracts. The contracts may be issued as
either individual or group contracts. In those states where                If the Contract Owner elects an Extra Value Option, amounts
contracts are issued as group contracts, references throughout             credited to the contract in excess of total purchase payments
this prospectus to "contract(s)" will also mean "certificate(s)."          may not be used to meet the minimum initial and subsequent
                                                                           purchase payment requirements.
The contracts can be categorized as follows:
                                                                           Nationwide reserves the right to refuse any purchase payment
•    Charitable Remainder Trusts;                                          that would result in the cumulative total for all contracts
•    Individual Retirement Annuities ("IRAs");                             issued by Nationwide on the life of any one Annuitant to
                                                                           exceed $1,000,000. Its decision as to whether or not to accept
•    Investment-Only Contracts;                                            a purchase payment in excess of that amount will be based on
                                                                           one or more factors, including, but not limited to: age, spouse
•    Non-Qualified Contracts;                                              age (if applicable), Annuitant age, state of issue, total purchase
•    Roth IRAs;                                                            payments, optional benefits elected, current market conditions,
                                                                           and current hedging costs. All such decisions will be based on
•    Simple IRAs;                                                          internally established actuarial guidelines and will be applied
•    Simplified Employee Pension IRAs ("SEP IRAs"); and                    in a non-discriminatory manner. In the event that we do not
                                                                           accept a purchase payment under these guidelines, we will
•    Tax Sheltered Annuities (Non-ERISA).                                  immediately return the purchase payment in its entirety in the
                                                                           same manner as it was received. If we accept the purchase
For more detailed information with regard to the differences in
                                                                           payment, it will be applied to the contract immediately and
the contract types, please see "Appendix C: Contract Types
and Tax Information" later in this prospectus. Prospective                 will receive the next calculated Accumulation Unit value.
                                                                           Any references in this prospectus to purchase payment
purchasers may apply to purchase a contract through broker
                                                                           amounts in excess of $1,000,000 are assumed to have been
dealers that have entered into a selling agreement with NISC.
                                                                           approved by Nationwide.
                                                                           Dollar Limit Restrictions
                                                                           In addition to the potential purchase payment restriction listed
                                                                           above, certain features of the contract have additional
                                                                           purchase payment and/or Contract Value limitations
                                                                           associated with them:




                                                                       8
Annuitization. Your annuity payment options will be limited            The particular underlying mutual funds available under the
if you submit total purchase payments in excess of                     contract may change from time to time. Specifically, underlying
$2,000,000. Furthermore, if the amount to be annuitized is             mutual funds or underlying mutual fund share classes that are
greater than $5,000,000, we may limit both the amount that             currently available may be removed or closed off to future
can be annuitized on a single life and the annuity payment             investment. New underlying mutual funds or new share classes of
options.                                                               currently available underlying mutual funds may be added.
                                                                       Contract Owners will receive notice of any such changes that
Death benefit calculations. Purchase payments up to
                                                                       affect their contract.
$3,000,000 will result in a higher death benefit payment than
purchase payments in excess of $3,000,000.                             In the future, additional underlying mutual funds managed by
                                                                       certain financial institutions, brokerage firms or their affiliates
The Variable Account and Underlying Mutual Funds
                                                                       may be added to the Variable Account. These additional
Nationwide Variable Account-4 is a variable account that               underlying mutual funds may be offered exclusively to
contains the underlying mutual funds listed in "Appendix A:            purchasing customers of the particular financial institution or
Underlying Mutual Funds." The Variable Account was                     brokerage firm, or through other exclusive distribution
established on October 7, 1987, pursuant to Ohio law.                  arrangements.
Although the Variable Account is registered with the SEC as a
                                                                       Voting Rights
unit investment trust pursuant to the Investment Company Act
of 1940 ("1940 Act"), the SEC does not supervise the                   Contract Owners who have allocated assets to the underlying
management of Nationwide or the Variable Account.                      mutual funds are entitled to certain voting rights. Nationwide
                                                                       will vote Contract Owner shares at special shareholder
Income, gains, and losses credited to, or charged against, the
                                                                       meetings based on Contract Owner instructions. However, if
Variable Account reflect the Variable Account's own
                                                                       the law changes allowing Nationwide to vote in its own right,
investment experience and not the investment experience of
                                                                       it may elect to do so.
Nationwide's other assets. The Variable Account's assets are
held separately from Nationwide's assets and are not                   Contract Owners with voting interests in an underlying mutual
chargeable with liabilities incurred in any other business of          fund will be notified of issues requiring the shareholders' vote
Nationwide. Nationwide is obligated to pay all amounts                 as soon as possible before the shareholder meeting.
promised to Contract Owners under the contracts.
                                                                       Notification will contain proxy materials and a form with
The Variable Account is divided into Sub-Accounts, each                which to give Nationwide voting instructions. Nationwide
corresponding to a single underlying mutual fund. Nationwide           will vote shares for which no instructions are received in the
uses the assets of each Sub-Account to buy shares of the               same proportion as those that are received. What this means to
underlying mutual funds based on Contract Owner                        you is that when only a small number of Contract Owners
instructions.                                                          vote, each vote has a greater impact on, and may control the
                                                                       outcome of the vote.
Contract Owners receive underlying mutual fund prospectuses
when they make their initial Sub-Account allocations and any           The number of shares which a Contract Owner may vote is
time they change those allocations. Contract Owners can                determined by dividing the cash value of the amount they have
obtain prospectuses for underlying funds at any other time by          allocated to an underlying mutual fund by the Net Asset Value
contacting Nationwide's home office at the telephone number            of the underlying mutual fund. Nationwide will designate a
listed on page 1 of this prospectus. Contract Owners should            date for this determination not more than 90 days before the
read these prospectuses carefully before investing.                    shareholder meeting.
Underlying mutual funds in the Variable Account are NOT                Material Conflicts
publicly traded funds. They are only available as investment
                                                                       The underlying mutual funds may be offered through separate
options in variable life insurance policies or variable annuity
                                                                       accounts of other insurance companies, as well as through
contracts issued by life insurance companies, or in some cases,
                                                                       other separate accounts of Nationwide. Nationwide does not
through participation in certain qualified pension or retirement
                                                                       anticipate any disadvantages to this. However, it is possible
plans.
                                                                       that a conflict may arise between the interests of the Variable
The investment advisors of the underlying mutual funds may             Account and one or more of the other separate accounts in
manage publicly traded mutual funds with similar names and             which these underlying mutual funds participate.
investment objectives. However, the underlying mutual funds
                                                                       Material conflicts may occur due to a change in law affecting
are NOT directly related to any publicly traded mutual fund.
                                                                       the operations of variable life insurance policies and variable
Contract Owners should not compare the performance of a
                                                                       annuity contracts, or differences in the voting instructions of
publicly traded fund with the performance of underlying
                                                                       the Contract Owners and those of other companies. If a
mutual funds participating in the Variable Account. The
                                                                       material conflict occurs, Nationwide will take whatever steps
performance of the underlying mutual funds could differ
                                                                       are necessary to protect Contract Owners and variable annuity
substantially from that of any publicly traded fund.
                                                                       payees, including withdrawal of the Variable Account from
                                                                       participation in the underlying mutual fund(s) involved in the
                                                                       conflict.


                                                                   9
Substitution of Securities                                             The Contract in General
Nationwide may substitute, eliminate, or combine shares of             In order to comply with the USA Patriot Act and rules
another underlying mutual fund for shares already purchased            promulgated thereunder, Nationwide has implemented
or to be purchased in the future if either of the following            procedures designed to prevent contracts described in this
occurs:                                                                prospectus from being used to facilitate money laundering or
(1) shares of a current underlying mutual fund are no longer           the financing of terrorist activities.
    available for investment; or                                       Not all benefits, programs, features and investment options
(2) further investment in an underlying mutual fund is                 described in this prospectus are available or approved for use
    inappropriate.                                                     in every state. For more detailed information regarding
                                                                       provisions that vary by state, please see "Appendix D: State
No substitution, elimination, or combination of shares may             Variations" later in this prospectus.
take place without the prior approval of the SEC. All affected
Contract Owners will be notified in the event there is a               If this contract is purchased to replace another variable
substitution, elimination or combination of shares.                    annuity, be aware that the mortality tables used to determine
                                                                       the amount of annuity payments may be less favorable than
Deregistration of the Separate Account                                 those in the contract being replaced.
Nationwide may deregister Nationwide Variable Account-4                These contracts are offered to customers of various financial
under the 1940 Act in the event the separate account meets an          institutions and brokerage firms. No financial institution or
exemption from registration under the 1940 Act, if there are           brokerage firm is responsible for any of the contractual
no shareholders in the separate account or for any other               insurance benefits and features guaranteed under the contracts.
purpose approved by the SEC.                                           These guarantees are the sole responsibility of Nationwide.
No deregistration may take place without the prior approval of         In general, deferred variable annuities are long-term
the SEC. All Contract Owners will be notified in the event             investments; they are not intended as short-term investments.
Nationwide deregisters the Variable Account.                           Deferred variable annuities are not intended to be sold to a
Annuity Payments                                                       terminally ill Contract Owner or Annuitant. Accordingly,
                                                                       Nationwide has designed the contract to offer features,
Annuity payments begin on the Annuitization Date and will be           pricing, and investment options that encourage long-term
based on the annuity payment option chosen prior to                    ownership. It is very important that Contract Owners and
annuitization. Nationwide will send annuity payments no later          prospective Contract Owners understand all the costs
than 7 days after each annuity payment date.                           associated with owning a contract, and if and how those costs
Taxation                                                               change during the lifetime of the contract. Contract and
                                                                       optional charges may not be the same in later Contract Years
How a contract is taxed depends on the type of contract issued         as they are in early Contract Years. The various contract and
and the purpose for which the contract is purchased.                   optional benefit charges are assessed in order to compensate
Nationwide will charge against the contract any premium                Nationwide for administrative services, distribution and
taxes levied by any governmental authority. Premium tax                operational expenses, and assumed actuarial risks associated
rates currently range from 0% to 5% (see "Federal Tax                  with the contract.
Considerations" in "Appendix C: Contract Types and Tax
Information" and "Premium Taxes").                                     Following is a discussion of some relevant factors that may be
                                                                       of particular interest to prospective investors.
Right to Examine and Cancel
                                                                       Distribution and Promotional Expenses
Under state insurance laws, Contract Owners have the right,
during a limited period of time, to examine their contract and         Nationwide may pay the selling firms a marketing allowance,
decide if they want to keep it or cancel it. This right is             which is based on the firm's ability and demonstrated
referred to as a "free look" right. The length of this time            willingness to promote and market Nationwide's products.
period depends on state law and may vary depending on                  How any marketing allowance is spent is determined by the
whether your purchase is replacing another annuity contract            firm, but generally will be used to finance firm activities that
you own.                                                               may contribute to the promotion and marketing of
                                                                       Nationwide's products. For more information on the exact
If the Contract Owner elects to cancel the contract pursuant to        compensation arrangement associated with this contract,
the free look provision, where required by law, Nationwide             please consult your registered representative.
will return the greater of the Contract Value or the amount of
purchase payment(s) applied during the free look period, less          Underlying Mutual Fund Payments
any Extra Value Option credits, withdrawals from the                   Nationwide's Relationship with the Underlying Mutual Funds
contract, and applicable federal and state income tax
withholding. Otherwise, Nationwide will return the Contract            The underlying mutual funds incur expenses each time they
Value, less any Extra Value Option credits, withdrawals from           sell, administer, or redeem their shares. The Variable Account
the contract, and applicable federal and state income tax              aggregates Contract Owner purchase, redemption, and transfer
withholding.                                                           requests and submits net or aggregated purchase/redemption
                                                                       requests to each underlying mutual fund daily. The Variable
                                                                  10
Account (not the Contract Owners) is the underlying mutual              expenses imposed by the underlying mutual funds). Without
fund shareholder. When the Variable Account aggregates                  these payments, Nationwide would have imposed higher
transactions, the underlying mutual fund does not incur the             charges under the contract.
expense of processing individual transactions it would
                                                                        Amount of Payments Nationwide Receives
normally incur if it sold its shares directly to the public.
Nationwide incurs these expenses instead.                               For the year ended December 31, 2010, the underlying mutual
                                                                        fund payments Nationwide and its affiliates received from the
Nationwide also incurs the distribution costs of selling the
                                                                        underlying mutual funds did not exceed 0.61% (as a
contract (as discussed above), which benefit the underlying
                                                                        percentage of the average Daily Net Assets invested in the
mutual funds by providing Contract Owners with Sub-
                                                                        underlying mutual funds) offered through this contract or
Account options that correspond to the underlying mutual
                                                                        other variable contracts that Nationwide and its affiliates issue.
funds.
                                                                        Payments from investment advisors or subadvisors to
An investment advisor or subadvisor of an underlying mutual             participate in educational and/or marketing activities have not
fund or its affiliates may provide Nationwide or its affiliates         been taken into account in this percentage.
with wholesaling services that assist in the distribution of the
                                                                        Most underlying mutual funds or their affiliates have agreed to
contract and may pay Nationwide or its affiliates to participate
                                                                        make payments to Nationwide or its affiliates, although the
in educational and/or marketing activities. These activities
                                                                        applicable percentages may vary from underlying mutual fund
may provide the advisor or subadvisor (or their affiliates) with
                                                                        to underlying mutual fund and some may not make any
increased exposure to persons involved in the distribution of
                                                                        payments at all. Because the amount of the actual payments
the contract.
                                                                        Nationwide and its affiliates receive depends on the assets of
Types of Payments Nationwide Receives                                   the underlying mutual funds attributable to the contract,
                                                                        Nationwide and its affiliates may receive higher payments
In light of the above, the underlying mutual funds and their
                                                                        from underlying mutual funds with lower percentages (but
affiliates make certain payments to Nationwide or its affiliates
                                                                        greater assets) than from underlying mutual funds that have
(the "payments"). The amount of these payments is typically
                                                                        higher percentages (but fewer assets).
based on a percentage of assets invested in the underlying
mutual funds attributable to the contracts and other variable           For additional information related to amount of payments
contracts Nationwide and its affiliates issue, but in some cases        Nationwide receives, go to www.nationwide.com.
may involve a flat fee. These payments may be used by
                                                                        Identification of Underlying Mutual Funds
Nationwide for any corporate purpose, which include reducing
the prices of the contracts, paying expenses that Nationwide or         Nationwide may consider several criteria when identifying the
its affiliates incur in promoting, marketing, and administering         underlying mutual funds, including some or all of the
the contracts and the underlying mutual funds, and achieving a          following: investment objectives, investment process,
profit.                                                                 investment performance, risk characteristics, investment
                                                                        capabilities, experience and resources, investment consistency,
Nationwide or its affiliates receive the following types of
                                                                        and fund expenses. Another factor Nationwide considers
payments:
                                                                        during the identification process is whether the underlying
•   Underlying mutual fund 12b-1 fees, which are deducted               mutual fund's advisor or subadvisor is one of its affiliates or
    from underlying mutual fund assets;                                 whether the underlying mutual fund, its advisor, its
                                                                        subadvisor(s), or an affiliate will make payments to
•   Sub-transfer agent fees or fees pursuant to administrative          Nationwide or its affiliates.
    service plans adopted by the underlying mutual fund,
    which may be deducted from underlying mutual fund                   There may be underlying mutual funds with lower fees, as
    assets; and                                                         well as other variable contracts that offer underlying mutual
                                                                        funds with lower fees. You should consider all of the fees and
•   Payments by an underlying mutual fund's advisor or                  charges of the contract in relation to its features and benefits
    subadvisor (or its affiliates). Such payments may be                when making your decision to invest. Please note that higher
    derived, in whole or in part, from the advisory fee, which          contract and underlying mutual fund fees and charges have a
    is deducted from underlying mutual fund assets and is               direct effect on and may lower investment performance.
    reflected in mutual fund charges.
                                                                        Profitablity
Furthermore, Nationwide benefits from assets invested in
Nationwide's affiliated underlying mutual funds (i.e.,                  Nationwide does consider profitability when determining the
Nationwide Variable Insurance Trust) because its affiliates             charges in the contract. In early Contract Years, Nationwide
also receive compensation from the underlying mutual funds              does not anticipate earning a profit, since that is a time when
for investment advisory, administrative, transfer agency,               administrative and distribution expenses are typically higher.
distribution, and/or other services. Thus, Nationwide may               Nationwide does, however, anticipate earning a profit in later
receive more revenue with respect to affiliated underlying              Contract Years. In general, Nationwide's profit will be greater
mutual funds than unaffiliated underlying mutual funds.                 the higher the investment return and the longer the contract is
Nationwide took into consideration the anticipated payments             held.
from the underlying mutual funds when it determined the
charges imposed under the contracts (apart from fees and
                                                                   11
Contract Modification                                                   Short-Term Trading Fees
Nationwide may modify the annuity contracts, but no                     Some underlying mutual funds may assess (or reserve the right
modification will affect the amount or term of any annuity              to assess) a Short-Term Trading Fee in connection with
contract unless a modification is required to conform the               transfers from a Sub-Account that occur within 60 days after
annuity contract to applicable federal or state law. No                 the date of allocation to the Sub-Account.
modification will affect the method by which the Contract
                                                                        Short-Term Trading Fees are intended to compensate the
Values are determined.
                                                                        underlying mutual fund (and Contract Owners with interests
                                                                        allocated in the underlying mutual fund) for the negative
Standard Charges and Deductions                                         impact on fund performance that may result from frequent,
Underlying Mutual Fund Annual Expenses                                  short-term trading strategies. Short-Term Trading Fees are not
                                                                        intended to affect the large majority of Contract Owners not
The underlying mutual funds charge fees and expenses that are           engaged in such strategies.
deducted from underlying mutual fund assets. These fees and
expenses are in addition to the fees and expenses assessed by           Any Short-Term Trading Fee assessed by any underlying
the contract. The prospectus for each underlying mutual fund            mutual fund available in conjunction with the contracts
provides information regarding the fees and expenses                    described in this prospectus will equal 1% of the amount
applicable to the fund.                                                 determined to be engaged in short-term trading. Short-Term
                                                                        Trading Fees will only apply to those Sub-Accounts
Mortality and Expense Risk Charge                                       corresponding to underlying mutual funds that charge such
Nationwide deducts a Mortality and Expense Risk Charge                  fees (see the underlying mutual fund prospectus). Any Short-
from the Variable Account. This amount is computed on a                 Term Trading Fees paid are retained by the underlying mutual
daily basis and is equal to an annualized rate of 0.25% of the          fund, not by Nationwide, and are part of the underlying mutual
Daily Net Assets of the Variable Account.                               fund's assets. Contract Owners are responsible for monitoring
                                                                        the length of time allocations are held in any particular
The Mortality and Expense Risk Charge compensates                       underlying mutual fund. Nationwide will not provide advance
Nationwide for providing the insurance benefits under the               notice of the assessment of any applicable Short-Term Trading
contract, including the contract's standard death benefit that          Fee.
provides a guaranteed death benefit to the beneficiary(ies)
even if the market declines. It also compensates Nationwide             To determine which underlying mutual funds offered under
for assuming the risk that Annuitants will live longer than             the contract assess (or reserve the right to assess) a Short-
assumed. Finally, the Mortality and Expense Risk Charge                 Term Trading Fee, please see "Appendix A: Underlying
compensates Nationwide for guaranteeing that charges will               Mutual Funds."
not increase regardless of actual expenses. Nationwide may              If a Short-Term Trading Fee is assessed, the underlying
realize a profit from this charge, which Nationwide may use to          mutual fund will charge the Variable Account 1% of the
finance the distribution of the contracts.                              amount determined to be engaged in short-term trading. The
Administrative Charge                                                   Variable Account will then pass the Short-Term Trading Fee
                                                                        on to the specific Contract Owner that engaged in short-term
Nationwide deducts an Administrative Charge from the                    trading by deducting an amount equal to the Short-Term
Variable Account. This amount is computed on a daily basis              Trading Fee from that Contract Owner's Sub-Account value.
and is equal to an annualized rate of 0.20% of the Daily Net            All such fees will be remitted to the underlying mutual fund;
Assets of the Variable Account.                                         none of the fee proceeds will be retained by Nationwide or the
The Administrative Charge reimburses Nationwide for                     Variable Account.
administrative costs it incurs resulting from providing contract        When multiple purchase payments (or exchanges) are made to
benefits, including preparation of the contract and prospectus,         a Sub-Account that is subject to Short-Term Trading Fees,
confirmation statements, annual account statements and                  transfers will be considered to be made on a first in/first out
annual reports, legal and accounting fees as well as various            (FIFO) basis for purposes of determining Short-Term Trading
related expenses. Nationwide may realize a profit from this             Fees. In other words, units held the longest time will be
charge, which Nationwide may use to finance the distribution            treated as being transferred first, and units held for the shortest
of contracts.                                                           time will be treated as being transferred last.
Premium Taxes                                                           Some transactions are not subject to the Short-Term Trading
Nationwide will charge against the Contract Value any                   Fees. Transactions that are not subject to Short-Term Trading
premium taxes levied by a state or other government entity.             Fees include:
Premium tax rates currently range from 0% to 5%. This range             •   scheduled and systematic transfers, such as Systematic
is subject to change. Nationwide will assess premium taxes to               Withdrawals;
the contract at the time Nationwide is assessed the premium
taxes by the state. Premium tax requirements vary from state            •   surrenders;
to state. Premium taxes may be deducted from death benefit              •   surrenders of Annuity Units to make annuity payments;
proceeds.

                                                                   12
•   surrenders of Accumulation Units to pay a death benefit;
                                                                            is appropriate for you, please consult your individual
    or
                                                                            registered representative specifically about the option.
•   transfers made upon annuitization of the contract.                  (2) Nationwide may make a profit from the Extra Value
New share classes of certain currently available underlying                 Option charge.
mutual funds may be added as investment options under the               (3) Because the Extra Value Option charge will be assessed
contracts. These new share classes may require the                          against the entire Contract Value for the first 7 Contract
assessment of Short-Term Trading Fees. When these new                       Years, Contract Owners who anticipate making additional
share classes are added, new purchase payment allocations and               purchase payments after the first Contract Year (which
exchange reallocations to the underlying mutual funds in                    will not receive the Extra Value Option credit but will be
question may be limited to the new share class. Nationwide                  assessed the Extra Value Option charge) should carefully
will provide Contract Owners with written notice when                       examine the Extra Value Option and consult their
allocations to an underlying mutual fund are limited to the                 financial advisor regarding its desirability.
redemption fee share class.
                                                                        (4) Nationwide may take back or "recapture" all or part of the
Optional Contract Benefits, Charges and                                     amount credited under an Extra Value Option in the event
                                                                            of early surrenders, including revocation of the contract
Deductions                                                                  during the contractual free-look period.
For an additional charge, the following optional benefits are
                                                                        (5) If the market declines during the period that the Extra
available to Contract Owners. Not all optional benefits are
                                                                            Value Option credit(s) is subject to recapture, the amount
available in every state. Unless otherwise indicated:
                                                                            subject to recapture could decrease the amount of
(1) optional benefits must be elected at the time of                        Contract Value available for surrender.
    application;
                                                                        (6) The cost of the Extra Value Options and the recapture of
(2) optional benefits, once elected, may not be terminated; and             the credits (in the event of a surrender) could exceed any
                                                                            benefit of receiving an Extra Value Option credits.
(3) the charges associated with the optional benefits will be
    assessed until annuitization.                                       3% Extra Value Option
Return of Premium Enhanced Death Benefit Option                         For an additional charge at an annualized rate of 0.40% of the
                                                                        Daily Net Assets of the Variable Account, an applicant can
In lieu of the standard death benefit, and for an additional
                                                                        elect the 3% Extra Value Option. After the end of the 7th
charge at an annualized rate of 0.20% of the Daily Net Assets           Contract Year, Nationwide will discontinue assessing the
of the Variable Account, applicants for contracts with
                                                                        charge associated with the 3% Extra Value Option.
Annuitants who are age 75 or younger at the time of
application may elect the Return of Premium Enhanced Death              In exchange, for the first 12 months the contract is in force,
Benefit Option. Generally, if the Annuitant dies before the             Nationwide will apply a credit to the contract equal to 3% of
Annuitization Date, the death benefit will be the greater of:           each purchase payment made to the contract. This credit,
                                                                        which is funded from Nationwide's general account, will be
(1) the Contract Value; or
                                                                        allocated among the Sub-Accounts in the same proportion that
(2) the total of all purchase payments made to the contract,            the purchase payment is allocated to the contract. For purposes
    less an adjustment for amounts surrendered.                         of all benefits and taxes under these contracts, credits applied
                                                                        under this option are considered earnings, not purchase
The adjustment for amounts surrendered will reduce item (2)             payments.
above in the same proportion that the Contract Value was
reduced on the date(s) of the partial surrender(s).                     4% Extra Value Option
For contracts that have elected this option, if the total of all        For an additional charge at an annualized rate of 0.55% of the
purchase payments made to the contract is greater than                  Daily Net Assets of the Variable Account, an applicant can
$3,000,000, the death benefit will be adjusted as described in          elect the 4% Extra Value Option. After the end of the 7th
the "Death Benefit Calculations" provision.                             Contract Year, Nationwide will discontinue assessing the
                                                                        charge associated with the 4% Extra Value Option.
Extra Value Options
                                                                        In exchange, for the first 12 months the contract is in force,
For an additional charge, an applicant can elect one of two             Nationwide will apply a credit to the contract equal to 4% of
Extra Value Options.                                                    each purchase payment made to the contract. This credit,
Applicants should be aware of the following prior to electing           which is funded from Nationwide's general account, will be
an Extra Value Option:                                                  allocated among the Sub-Accounts in the same proportion that
                                                                        the purchase payment is allocated to the contract. For purposes
(1) Nationwide believes that the Extra Value Options, even              of all benefits and taxes under these contracts, credits applied
    after the direct and indirect costs associated with the             under this option are considered earnings, not purchase
    options, will benefit the majority of Contract Owners. If           payments.
    you have questions about whether an Extra Value Option

                                                                   13
Recapture of Extra Value Option Credits                                 For example, Mr. X, who elected the 3% Extra Value Option,
                                                                        makes a $100,000 initial deposit to his contract and receives a
Nationwide will recapture amounts credited to the contract in
                                                                        3% credit of $3,000. In Contract Year 2, Mr. X takes a
connection with the Extra Value Options if:
                                                                        $15,000 surrender. Under the contract Mr. X is entitled to
(a) the Contract Owner cancels the contract pursuant to the             surrender up to 10% of purchase payments made to the
    contractual free-look provision;                                    contract during the first Contract Year without subjecting any
                                                                        of the credit to recapture. Thus, he can take ($100,000 x 10%)
(b) the Contract Owner takes a full surrender before the end            = $10,000 free of recapture. That leaves $5,000 of the
    of the 7th Contract Year; or                                        surrender subject to recapture. For the recapture calculation,
(c) in any Contract Year before the end of the 7th Contract             Nationwide will multiply that $5,000 by 3% to get the portion
    Year, the Contract Owner takes one or more partial                  of the original credit that Nationwide will recapture. Thus, the
    surrenders that total more than 10% of the total of all             amount of the original credit recaptured as a result of the
    purchase payments made to the contract during the first             $15,000 partial surrender is $150.
    Contract Year.
                                                                        The amount recaptured will be taken from the Sub-Accounts
Contract Owners should carefully consider the consequences              in the same proportion that purchase payments are allocated as
of taking a surrender that subjects part or all of the credit to        of the surrender date.
recapture. If Contract Value decreases due to poor market
                                                                        Removal of Variable Account Charges
performance, the recapture provisions could decrease the
amount of Contract Value available for surrender.                       For certain optional benefits, a charge is assessed only for a
                                                                        specified period of time. To remove a Variable Account
Nationwide will not recapture credits under the Extra Value
                                                                        charge at the end of the specified charge period, Nationwide
Options under the following circumstances:
                                                                        systematically re-rates the contract. This re-rating results in
(1) If the distribution is taken as a result of a death,                lower contract charges, but no change in Contract Value or
    annuitization, or to meet minimum distribution                      any other contractual benefit.
    requirements under the Internal Revenue Code;
                                                                        Re-rating involves two steps: the adjustment of contract
(2) If the distribution is taken in order to pay registered             expenses and the adjustment of the number of units in the
    representative fees; or                                             contract.
(3) If the surrender occurs after the end of the 7th Contract           The first step, the adjustment of contract expenses, involves
    Year.                                                               removing the charge from the unit value calculation. For
                                                                        example, on a contract where the only optional benefit elected
Recapture Resulting from Exercising Free-Look Privilege                 is the 3% Extra Value Option, the Variable Account value will
If the Contract Owner cancels the contract pursuant to the              be calculated using unit values with Variable Account charges
contractual free-look provision, Nationwide will recapture the          of 0.85% for the first 7 Contract Years. At the end of that
entire amount credited to the contract under this option. In            period, the contract will be re-rated, and the 0.40% charge
those states that require the return of purchase payments for           associated with the 3% Extra Value Option will be removed.
IRAs that are surrendered pursuant to the contractual free-             From that point on, the Variable Account value will be
look, Nationwide will recapture the entire amount credited to           calculated using the unit values with Variable Account
the contract under this option, but under no circumstances will         charges at 0.45%. Thus, the 3% Extra Value Option charge is
the amount returned be less than the purchase payments made             no longer included in the daily Sub-Account valuation for the
to the contract. In those states that allow a return of Contract        contract.
Value, the Contract Owner will retain any earnings                      The second step of the re-rating process, the adjustment of the
attributable to the amount credited, but all losses attributable        number of units in the contract, is necessary in order to keep
to the amount credited will be incurred by Nationwide.                  the re-rating process from altering the Contract Value.
Recapture Resulting from a Full Surrender                               Generally, for any given Sub-Account, the higher the Variable
                                                                        Account charges, the lower the unit value, and vice versa. For
For contracts with the 3% Extra Value Option or the 4% Extra            example, Sub-Account X with charges of 0.85% will have a
Value Option, if the Contract Owner takes a full surrender of           lower unit value than Sub-Account X with charges of 0.45%
the contract before the end of the 7th Contract Year,                   (higher expenses result in lower unit values). When, upon re-
Nationwide will recapture the entire amount credited to the             rating, the unit values used in calculating Variable Account
contract under the option.                                              value are dropped from the higher expense level to the lower
Recapture Resulting from a Partial Surrender                            expense level, the higher unit values will cause an incidental
                                                                        increase in the Contract Value. In order to avoid this
For contracts with the 3% Extra Value Option or the 4% Extra            incidental increase, Nationwide adjusts the number of units in
Value Option, if a Contract Owner, during the first 7 Contract          the contract down so that the Contract Value after the re-rating
Years, takes one or more partial surrenders each Contract Year          is the same as the Contract Value before the re-rating.
that total more than 10% of the total of all purchase payments
made to the contract during the first Contract Year,
Nationwide will recapture a proportional part of the amount
credited to the contract under this option.
                                                                   14
Ownership and Interests in the Contract                                    Only Non-Qualified Contract Owners may name someone other
                                                                           than himself/herself as the Annuitant.
Contract Owner
                                                                           The Contract Owner may not name a new Annuitant without
Prior to the Annuitization Date, the Contract Owner has all rights         Nationwide's consent.
under the contract, unless a joint owner is named. If a joint
owner is named, each joint owner has all rights under the                  Contingent Annuitant
contract. Purchasers who name someone other than themselves                If the Annuitant dies before the Annuitization Date, the
as the Contract Owner will have no rights under the contract.              contingent Annuitant becomes the Annuitant. The contingent
On the Annuitization Date, the Annuitant becomes the Contract              Annuitant must be age 85 or younger at the time of contract
Owner, unless the Contract Owner is a Charitable Remainder                 issuance, unless Nationwide approves a request for a contingent
Trust. If the Contract Owner is a Charitable Remainder Trust,              Annuitant of greater age. Contingent Annuitants may only be
the Charitable Remainder Trust continues to be the Contract                named in Non-Qualified Contracts.
Owner after annuitization.                                                 If a contingent Annuitant is named, all provisions of the
Contract Owners of Non-Qualified Contracts may name a new                  contract that are based on the Annuitant's death prior to the
Contract Owner at any time before the Annuitization Date. Any              Annuitization Date will be based on the death of the last
change of Contract Owner automatically revokes any prior                   survivor of the Annuitant and contingent Annuitant.
Contract Owner designation. Changes in contract ownership                  Co-Annuitant
may result in federal income taxation and may be subject to state
and federal gift taxes.                                                    A co-Annuitant, if named, must be the Annuitant's spouse. The co-
                                                                           Annuitant may be named at any time prior to annuitization and will
Joint Owner                                                                receive the benefit of the Spousal Protection Feature (subject to the
Joint owners each own an undivided interest in the contract.               conditions set forth in the "Spousal Protection Feature" provision).
Non-Qualified Contract Owners can name a joint owner at any                If either co-Annuitant dies before the Annuitization Date, the
time before annuitization. However, joint owners must be                   surviving co-Annuitant may continue the contract and will
spouses at the time joint ownership is requested, unless state law         receive the benefit of the Spousal Protection Feature.
requires Nationwide to allow non-spousal joint owners.                     Beneficiary and Contingent Beneficiary
Generally, the exercise of any ownership rights under the                  The beneficiary is the person who is entitled to the death
contract must be in writing and signed by both joint owners.               benefit if the Annuitant dies before the Annuitization Date and
However, if a written election, signed by both Contract Owners,            there is no joint owner. The Contract Owner can name more
authorizing Nationwide to allow the exercise of ownership rights           than one beneficiary. Multiple beneficiaries will share the
independently by either joint owner is submitted, Nationwide               death benefit equally, unless otherwise specified.
will permit joint owners to act independently. If such an
authorization is submitted, Nationwide will not be liable for any          A contingent beneficiary will succeed to the rights of the
loss, liability, cost, or expense for acting in accordance with the        beneficiary if no beneficiary is alive when the Annuitant dies.
instructions of either joint owner.                                        The Contract Owner can name more than one contingent
                                                                           beneficiary. Multiple contingent beneficiaries will share the
If either joint owner dies before the Annuitization Date, the              death benefit equally, unless otherwise specified.
contract continues with the surviving joint owner as the
remaining Contract Owner.                                                  Changes to the Parties to the Contract
Contingent Owner                                                           Prior to the Annuitization Date (and subject to any existing
                                                                           assignments), the Contract Owner may request to change the
The contingent owner succeeds to the rights of a Contract Owner            following:
if a Contract Owner who is not the Annuitant dies before the
Annuitization Date, and there is no surviving joint owner.                 •   Contract Owner (Non-Qualified Contracts only);
If a Contract Owner who is the Annuitant dies before the                   •   joint owner (must be the Contract Owner's spouse);
Annuitization Date, the contingent owner will not have any
rights under the contract, unless such contingent owner is also            •   contingent owner;
the beneficiary.                                                           •   Annuitant (subject to Nationwide's underwriting and
The Contract Owner may name a contingent owner at any time                     approval);
before the Annuitization Date. Contingent owners may only be               •   contingent Annuitant (subject to Nationwide's underwriting
named for Non-Qualified Contracts.                                             and approval);
Annuitant                                                                  •   co-Annuitant (must be the Annuitant's spouse);
The Annuitant is the person who will receive annuity payments              •   beneficiary; or
and upon whose continuation of life any annuity payment
involving life contingencies depends. This person must be age              •   contingent beneficiary.
85 or younger at the time of contract issuance, unless
Nationwide approves a request for an Annuitant of greater age.
                                                                      15
The Contract Owner must submit the request to Nationwide in               Pricing
writing and Nationwide must receive the request at its home
                                                                          Generally, Nationwide calculates Accumulation Unit and
office before the Annuitization Date. No change will be
                                                                          Annuity Unit values of the Sub-Accounts on each day that the
effective unless and until it is received and recorded at
                                                                          New York Stock Exchange is open. (Pricing is the calculation
Nationwide's home office. Once Nationwide receives and
                                                                          of a new Accumulation Unit/Annuity Unit value that reflects
records the change request, the change will be effective as of the
                                                                          that day's investment experience.) Accumulation Units and
date the written request was signed.
                                                                          Annuity Units are not priced when the New York Stock
In addition to the above requirements, any request to change              Exchange is closed or on the following nationally recognized
the Contract Owner must be signed by the existing Contract                holidays:
Owner and the person designated as the new Contract Owner.
Nationwide may require a signature guarantee.                                • New Year's Day                  • Independence Day
                                                                             • Martin Luther King, Jr. Day     • Labor Day
If the Contract Owner is not a natural person and there is a                 • Presidents' Day                 • Thanksgiving
change of the Annuitant, distributions will be made as if the                • Good Friday                     • Christmas
Contract Owner died at the time of the change, regardless of                 • Memorial Day
whether the Contract Owner named a contingent Annuitant.
                                                                          Nationwide also will not price purchase payments if:
Nationwide reserves the right to reject any change request that
would alter the nature of the risk that Nationwide assumed when           (1) trading on the New York Stock Exchange is restricted;
it originally issued the contract.                                        (2) an emergency exists making disposal or valuation of
                                                                              securities held in the Variable Account impracticable; or
Operation of the Contract
                                                                          (3) the SEC, by order, permits a suspension or postponement
Minimum Initial and Subsequent Purchase Payments                              for the protection of security holders.
         Contract               Minimum           Minimum                 Rules and regulations of the SEC will govern as to when the
          Type                    Initial        Subsequent
                                 Purchase        Payments*                conditions described in (2) and (3) exist. If Nationwide is
                                 Payment                                  closed on days when the New York Stock Exchange is open,
 Non-Qualified                  $10,000              $500                 Contract Value may change and Contract Owners will not
 IRA                            $10,000              $500                 have access to their accounts.
 SEP IRAs                       $10,000              $500
                                                                          Application and Allocation of Purchase Payments
 Simple IRAs                    $10,000              $500
 Roth IRA                       $10,000              $500                 Initial Purchase Payments
 Tax Sheltered                  $10,000              $500
 Annuity**                                                                Initial purchase payments will be priced at the Accumulation
 Investment-Only                $10,000              $500                 Unit value next determined no later than 2 business days after
 Charitable Remainder           $10,000              $500                 receipt of an order to purchase if the application and all
 Trust                                                                    necessary information are complete and are received at
                                                                          Nationwide's home office before the close of the New York
*For subsequent purchase payments, sent via electronic                    Stock Exchange, which generally occurs at 4:00 pm EST. If
deposit, the minimum subsequent purchase payment is $50.                  the order is received after the close of the New York Stock
Subsequent purchase payments are not permitted in some                    Exchange, the initial purchase payment will be priced within 2
states under certain circumstances.                                       business days after the next business day.
**Only available for individual 403(b) Tax Sheltered Annuity              If an incomplete application is not completed within 5
contracts subject to ERISA and certain Optional Retirement                business days of receipt at Nationwide's home office, the
Plans and/or Programs that have purchased at least one                    prospective purchaser will be informed of the reason for the
individual annuity contract issued by Nationwide prior to                 delay. The purchase payment will be returned to the
September 25, 2007.                                                       prospective purchaser unless he or she specifically consents to
The cumulative total of all purchase payments under contracts             allow Nationwide to hold the purchase payment until the
issued by Nationwide on the life of any one Annuitant cannot              application is completed.
exceed $1,000,000 without Nationwide's prior consent. Any                 In some states, Nationwide will allocate initial purchase
references in this prospectus to purchase payment amounts in              payments to the money market Sub-Account during the free
excess of $1,000,000 are assumed to have been approved by                 look period. After the free look period, Nationwide will
Nationwide.                                                               reallocate the Contract Value among the Sub-Accounts based
Nationwide prohibits subsequent purchase payments made                    on the instructions contained on the application. See the
after death of the Contract Owner(s), the Annuitant or co-                "Right to Examine and Cancel" provision.
Annuitant. If upon notification of death of the Contract                  Subsequent Purchase Payments
Owner(s), the Annuitant, or co-Annuitant, it is determined that
death occurred prior to a subsequent purchase payment being               Any subsequent purchase payment received at Nationwide's
made, Nationwide reserves the right to return the purchase                home office (along with all necessary information) before the
payment subject to investment performance.                                close of the New York Stock Exchange will be priced at the
                                                                     16
Accumulation Unit value next determined after receipt of the           (b) is the Net Asset Value of the underlying mutual fund
purchase payment. If a subsequent purchase payment is                      determined as of the end of the preceding Valuation Period;
received at Nationwide's home office (with all the necessary               and
information) after the close of the New York Stock Exchange,
                                                                       (c) is a factor representing the daily Variable Account
it will be priced at the Accumulation Unit value determined on
                                                                           charges, which may include charges for contract options
the following business day.
                                                                           chosen by the Contract Owner. The factor is equal to an
Allocation of Purchase Payments                                            annualized rate ranging from 0.45% to 1.55% of the Daily
                                                                           Net Assets of the Variable Account, depending on which
Nationwide allocates purchase payments to Sub-Accounts as
                                                                           contract features the Contract Owner chose.
instructed by the Contract Owner. Shares of the underlying
mutual funds allocated to the Sub-Accounts are purchased at            Based on the net investment factor, the value of an
Net Asset Value, then converted into Accumulation Units.               Accumulation Unit may increase or decrease. Changes in the
                                                                       net investment factor may not be directly proportional to
Contract Owners can change allocations or make exchanges
                                                                       changes in the Net Asset Value of the underlying mutual fund
among the Sub-Accounts. However, no change may be made
                                                                       shares because of the deduction of Variable Account charges.
that would result in an amount less than 1% of the purchase
payments being allocated to any Sub-Account. In the event              Though the number of Accumulation Units will not change as
that Nationwide receives such a request, Nationwide will               a result of investment experience, the value of an
inform the Contract Owner that the allocation instructions are         Accumulation Unit may increase or decrease from Valuation
invalid and that the contract's allocations among the Sub-             Period to Valuation Period.
Accounts prior to the request will remain in effect. Certain
                                                                       Transfers Prior to Annuitization
transactions may be subject to conditions imposed by the
underlying mutual funds, as well as those set forth in the             Generally, allocations may be transferred among the Sub-
contract.                                                              Accounts once per Valuation Period without charges or
                                                                       penalties.
Determining the Contract Value
                                                                       Frequent Trading and Transfer Restrictions
The Contract Value is the value of amounts allocated to the
Sub-Accounts.                                                          Some of the Sub-Accounts available in the contract invest in
                                                                       underlying mutual funds that are designed to support active
If part or all of the Contract Value is surrendered, or charges
                                                                       trading strategies (frequent reallocations from one sub-
are assessed against the whole Contract Value, Nationwide
                                                                       account to another). These Sub-Accounts are referred to in
will deduct a proportionate amount from each of the Sub-
                                                                       this prospectus as "Actively Traded Funds." The remaining
Accounts.
                                                                       Sub-Accounts available in the contract invest in underlying
Determining Variable Account Value – Valuing an                        mutual funds that prohibit such active trading. These Sub-
Accumulation Unit                                                      Accounts are referred to as "Limited Transfer Funds." Lists of
                                                                       the Actively Traded Funds and Limited Transfer Funds appear
Purchase payments or transfers allocated to Sub-Accounts are
                                                                       at the end of this section.
accounted for in Accumulation Units. Accumulation Unit
values (for each Sub-Account) are determined by calculating            Nationwide discourages (and will take action to deter)
the net investment factor for the underlying mutual funds for          inappropriate frequent transfers between and among the
the current Valuation Period and multiplying that result with          Limited Transfer Funds because frequent movement between
the Accumulation Unit value determined on the previous                 or among those Sub-Accounts may negatively impact other
Valuation Period.                                                      investors. Frequent transfers among the Limited Transfer
                                                                       Funds can result in:
Nationwide uses the net investment factor as a way to
calculate the investment performance of a Sub-Account from             •   the dilution of the value of the investors' interests in the
Valuation Period to Valuation Period. For each Sub-Account,                underlying mutual fund;
the net investment factor shows the investment performance of
the underlying mutual fund in which a particular Sub-Account           •   underlying mutual fund managers taking actions that
invests, including the charges assessed against that Sub-                  negatively impact performance (keeping a larger portion
Account for a Valuation Period.                                            of the underlying mutual fund assets in cash or liquidating
                                                                           investments prematurely in order to support redemption
The net investment factor is determined by dividing (a) by (b),            requests); and/or
and then subtracting (c) from the result, where:
                                                                       •   increased administrative costs due to frequent purchases
(a) is the sum of:
                                                                           and redemptions.
    (1) the Net Asset Value of the underlying mutual fund as
                                                                       To protect investors in this contract from the potentially
        of the end of the current Valuation Period; and
                                                                       negative impact of frequent transfers among the Limited
    (2) the per share amount of any dividend or income                 Transfer Funds, Nationwide has implemented, or reserves the
        distributions made by the underlying mutual fund (if           right to implement, several restrictions designed to deter
        the date of the dividend or income distribution occurs         frequent transfers among the Limited Transfer Funds, while
        during the current Valuation Period);                          still permitting Contract Owners to actively trade among the
                                                                  17
Actively Traded Funds. Nationwide makes no assurance that                Trading Behavior                  Nationwide's Response
all risks associated with frequent trading will be completely
                                                                         6 or more transfer events         Nationwide will mail a letter
eliminated by these processes and/or restrictions.
                                                                         involving Limited Transfer        to the Contract Owner
If Nationwide is unable to deter frequent trading in the                 Funds in one calendar quarter     notifying them that:
Limited Transfer Funds, the performance of the Sub-Accounts                                                (1) they have been identified
may be adversely impacted.                                                                                      as engaging in harmful
Redemption Fees                                                                                                 trading practices; and
                                                                                                           (2) if their transfer events
Some underlying mutual funds assess (against the Variable
                                                                                                                involving Limited
Account) a short-term trading fee in connection with transfers
                                                                                                                Transfer Funds exceed
from a Sub-Account that occur within 60 days after the date of
                                                                                                                11 in 2 consecutive
the allocation to the Sub-Account. The fee is assessed against
                                                                                                                calendar quarters or 20
the amount transferred and is paid to the underlying mutual
                                                                                                                in one calendar year, the
fund. Redemption fees compensate the underlying mutual
                                                                                                                Contract Owner will be
fund for any negative impact on fund performance resulting
                                                                                                                limited to submitting
from short-term trading. For more information on short-term
                                                                                                                transfer requests
trading fees, please see the "Short-Term Trading Fees"
                                                                                                                involving Limited
provision.
                                                                                                                Transfer Funds via U.S.
U.S. Mail Restrictions                                                                                          mail on a Nationwide
                                                                                                                issued form.
Nationwide monitors transfer activity in order to identify those
who may be engaged in harmful trading practices.                         More than 11 transfer events      Nationwide will
Transaction reports are produced and examined. Generally, a              involving Limited Transfer        automatically limit the
contract may appear on these reports if the Contract Owner (or           Funds in 2 consecutive            Contract Owner to submitting
a third party acting on their behalf) engages in a certain               calendar quarters                 transfer requests involving
number of "transfer events" involving Limited Transfer Funds             OR                                Limited Transfer Funds via
in a given period. A "transfer event" is any transfer, or                                                  U.S. mail on a Nationwide
                                                                         More than 20 transfer events
combination of transfers, occurring on a given trading day                                                 issued form.
                                                                         involving Limited Transfer
(Valuation Period). For example, if a Contract Owner                     Funds in one calendar year
executes multiple transfers involving 10 Sub-Accounts in one
day, this counts as one transfer event. A single transfer               For the purposes of Nationwide's transfer policy, U.S. mail
occurring on a given trading day and involving only 2 Sub-              includes standard U.S. mail, overnight U.S. mail, and
Accounts will also count as one transfer event.                         overnight delivery via private carrier.
As a result of this monitoring process, Nationwide may restrict         Each January 1st, Nationwide will start the monitoring anew,
the method of communication by which transfer orders                    so that each contract starts with 0 transfer events each January
involving Limited Transfer Funds will be accepted.                      1. See, however, the "Other Restrictions" provision below.
Nationwide will apply the following guidelines to the Limited           Other Restrictions
Transfer Funds except for the Nationwide Variable Insurance             Contract Owners that are required to submit transfer requests
Trust-NVIT Money Market Market Fund: Class II, and                      via U.S. mail will be required to use a Nationwide issued form
underlying mutual funds of the Rydex Variable Trust:                    for their transfer request. Nationwide will refuse transfer
                                                                        requests that either do not use the Nationwide issued form for
                                                                        their transfer request or fail to provide accurate and complete
                                                                        information on their transfer request form. In the event that a
                                                                        Contract Owner's transfer request is refused by Nationwide,
                                                                        they will receive notice in writing by U.S. mail and will be
                                                                        required to resubmit their transfer request on a Nationwide
                                                                        issued form.
                                                                        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
                                                                        inappropriate market timing or other harmful investment
                                                                        practices employed by some Contract Owners (or third parties
                                                                        acting on their behalf).
                                                                        Any restrictions that Nationwide implements will be applied
                                                                        consistently and uniformly.


                                                                   18
Underlying Mutual Fund Restrictions and Prohibitions                      •   ProFund VP Bull
Pursuant to regulations adopted by the SEC, Nationwide is                 •   ProFund VP Emerging Markets
required to enter into written agreements with the underlying             •   ProFund VP Europe 30
mutual funds which allow the underlying mutual funds to:                  •   ProFund VP International
                                                                          •   ProFund VP Japan
(1) request the taxpayer identification number, international             •   ProFund VP NASDAQ-100
    taxpayer identification number, or other government                   •   ProFund VP Oil and Gas
    issued identifier of any Nationwide Contract Owner;
                                                                          •   ProFund VP Rising Rates Opportunity
(2) request the amounts and dates of any purchase,                        •   ProFund VP Short Emerging Markets
    redemption, transfer or exchange request ("transaction                •   ProFund VP Short International
    information"); and                                                    •   ProFund VP Short NASDAQ-100
(3) instruct Nationwide to restrict or prohibit further                   •   ProFund VP U.S. Government Plus
    purchases or exchanges into a specific underlying mutual              •   ProFund VP Ultra NASDAQ-100
    fund by Contract Owners that violate policies established             •   ProFund VP Ultra Short NASDAQ-100
    by the underlying mutual fund (whose policies may be                 Rydex Variable Trust
    more restrictive than Nationwide's policies).                         • Amerigo Fund
Nationwide is required to provide such transaction information            • Banking Fund
to the underlying mutual funds upon their request. In addition,           • Basic Materials Fund
Nationwide is required to restrict or prohibit further purchases          • Biotechnology Fund
or exchange requests into one or more underlying mutual                   • Clermont Fund
funds based upon instruction from the underlying mutual fund.             • Consumer Products Fund
Nationwide and any affected Contract Owner may not have                   • Dow 2x Strategy Fund
advance notice of such instructions from an underlying mutual             • Electronics Fund
fund to restrict or prohibit further purchase requests. If an             • Energy Fund
underlying mutual fund refuses to accept a purchase request               • Energy Services Fund
submitted by Nationwide, Nationwide will keep any affected
                                                                          • Europe 1.25x Strategy Fund
Contract Owner in their current underlying mutual fund
                                                                          • Financial Services Fund
allocation.
                                                                          • Government Long Bond 1.2x Strategy Fund
Transfers After Annuitization                                             • Health Care Fund
After annuitization, transfers among Sub-Accounts may only                • Internet Fund
be made on the anniversary of the Annuitization Date.                     • Inverse Dow 2x Strategy Fund
                                                                          • Inverse Government Long Bond Strategy Fund
Transfer Requests                                                         • Inverse Mid-Cap Strategy Fund
Contract Owners may submit transfer requests in writing, over             • Inverse NASDAQ-100® Strategy Fund
the telephone, or via the internet. Nationwide will use                   • Inverse Russell 2000® Strategy Fund
reasonable procedures to confirm that instructions are genuine            • Inverse S&P 500 Strategy Fund
and will not be liable for following instructions that it                 • Japan 2x Strategy Fund
reasonably determines to be genuine. Nationwide may restrict              • Leisure Fund
or withdraw the telephone/fax and/or internet transfer                    • Mid-Cap 1.5x Strategy Fund
privilege at any time with advance written notice.                        • NASDAQ-100® 2x Strategy Fund
Transfer requests will be processed on the current Valuation              • NASDAQ-100® Fund
Day if received by Nationwide's home office at least one hour             • Nova Fund
before the close of the New York Stock Exchange ("NYSE")                  • Precious Metals Fund
(generally 3:00 pm EST). Nationwide is currently extending                • Real Estate Fund
the cut-off time for transfer requests submitted via the internet         • Retailing Fund
to 25 minutes before the close of the NYSE (generally 3:35                • Russell 2000® 1.5x Strategy Fund
pm EST). All transfer requests received after the applicable              • S&P 500 2x Strategy Fund
cut-off time will be processed on the next Valuation Day.                 • S&P 500 Pure Growth Fund
Actively Traded Funds                                                     • S&P 500 Pure Value Fund
                                                                          • S&P MidCap 400 Pure Growth Fund
The following list indicates those Sub-Accounts that invest in            • S&P MidCap 400 Pure Value Fund
underlying mutual funds that support active trading strategies
                                                                          • S&P SmallCap 600 Pure Growth Fund
("Actively Traded Funds").
                                                                          • S&P SmallCap 600 Pure Value Fund
ProFunds                                                                  • Select Allocation Fund
  • ProFund VP Access High Yield Fund                                     • Strengthening Dollar 2x Strategy Fund
  • ProFund VP Asia 30                                                    • Technology Fund
  • ProFund VP Bear                                                       • Telecommunications Fund
                                                                    19
  • Transportation Fund                                                  •   NVIT Multi-Manager Mid Cap Value Fund: Class II
  • Utilities Fund                                                       •   NVIT Multi-Manager Small Cap Growth Fund: Class III
  • Weakening Dollar 2x Strategy Fund                                    •   NVIT Multi-Manager Small Cap Value Fund: Class III
                                                                         •   NVIT Multi-Manager Small Company Fund: Class III
Limited Transfer Funds
                                                                         •   NVIT Nationwide Fund: Class III
The following list indicates those Sub-Accounts that invest in
underlying mutual funds that prohibit active trading strategies        PIMCO Variable Insurance Trust
("Limited Transfer Funds").                                              • Commodity RealReturn® Strategy Portfolio: Advisor
                                                                           Class
American Century Variable Portfolios, Inc.                               • Emerging Markets Bond Portfolio: Advisor Class
 • American Century VP Income & Growth Fund:                             • Foreign Bond Portfolio (Unhedged): Advisor Class
   Class III                                                             • Global Bond (Unhedged): Advisor Class
 • American Century VP Value Fund: Class III                             • High Yield Portfolio: Administrative Class
BlackRock Variable Series Funds, Inc.                                    • Pioneer Emerging Markets VCT Portfolio: Class II
  • BlackRock Global Allocation V.I. Fund: Class III                     • Pioneer High Yield VCT Portfolio: Class II
Credit Suisse Trust                                                    Rydex Variable Trust
  • Commodity Return Strategy Portfolio                                 • All-Asset Strategy Aggressive Fund
                                                                        • All-Asset Strategy Conservative Fund
Fidelity Variable Insurance Products Fund                               • All-Asset Strategy Moderate Fund
  • VIP Equity-Income Portfolio: Service Class 2R                       • Alternative Strategies Allocation Fund
  • VIP Growth Portfolio: Service Class 2R                              • Commodities Strategy Fund
Franklin Templeton Variable Insurance Products Trust                    • DWA Flexible Allocation Fund
  • Franklin Templeton VIP Founding Funds Allocation                    • DWA Sector Rotation Fund
    Fund: Class 2                                                       • International Long Short Select Fund
                                                                        • Managed Futures Strategy Fund
Ivy Funds Variable Insurance Portfolios, Inc.
                                                                        • Multi-Hedge Strategies Fund
  • Asset Strategy
                                                                        • U.S. Long Short Momentum Fund
Nationwide Variable Insurance Trust
 • Federated NVIT High Income Bond Fund: Class III                     Right to Examine and Cancel
 • NVIT CardinalSM Aggressive Fund: Class II
 • NVIT CardinalSM Balanced Fund: Class II                             If the Contract Owner elects to cancel the contract, he/she may
 • NVIT CardinalSM Capital Appreciation Fund: Class II                 return it to Nationwide's home office within a certain period of
                                                                       time known as the "free look" period. Depending on the state
 • NVIT CardinalSM Conservative Fund: Class II
                                                                       in which the contract was purchased (and, in some states, if
 • NVIT CardinalSM Moderate Fund: Class II
                                                                       the contract is purchased as a replacement for another annuity
 • NVIT CardinalSM Moderately Aggressive Fund: Class II                contract), the free look period may be 10 days or longer. For
 • NVIT CardinalSM Moderately Conservative Fund: Class II              ease of administration, Nationwide will honor any free look
 • NVIT Emerging Markets Fund: Class III                               cancellation that is received at Nationwide's home office or
 • NVIT Government Bond Fund: Class III                                postmarked within 30 days after the contract issue date. The
 • NVIT Investor Destinations Funds                                    contract issue date is the day the initial purchase payment is
    o NVIT Investor Destination Aggressive Fund:                       applied to the contract.
      Class VI
    o NVIT Investor Destinations Balanced Fund: Class VI               If the Contract Owner elects to cancel the contract pursuant to
    o NVIT Investor Destinations Capital Appreciation Fund:            the free look provision, where required by law, Nationwide
      Class VI                                                         will return the greater of the Contract Value or the amount of
    o NVIT Investor Destination Conservative Fund:                     purchase payment(s) applied during the free look period, less
      Class VI                                                         any Extra Value Option credits, withdrawals from the
    o NVIT Investor Destination Moderate Fund: Class VI                contract, and applicable federal and state income tax
    o NVIT Investor Destination Moderately Aggressive                  withholding. Otherwise, Nationwide will return the Contract
      Fund: Class VI                                                   Value, less any Extra Value Option credits, withdrawals from
    o NVIT Investor Destination Moderately Conservative                the contract, and applicable federal and state income tax
      Fund: Class VI                                                   withholding.
 • NVIT Money Market Fund: Class II                                    In some states, Nationwide will allocate initial purchase
 • NVIT Multi-Manager International Growth Fund: Class                 payments to the money market Sub-Account during the free
    VI                                                                 look period. Where state law requires the return of purchase
 • NVIT Multi-Manager International Value Fund: Class VI               payments upon cancellation of the contract during the free
 • NVIT Multi-Manager Large Cap Growth Fund: Class II                  look period, Nationwide will allocate initial purchase
 • NVIT Multi-Manager Large Cap Value Fund: Class II                   payments allocated to Sub-Accounts to the money market
 • NVIT Multi-Manager Mid Cap Growth Fund: Class II                    Sub-Account during the free look period. After the free look

                                                                  20
period, Nationwide will reallocate the Contract Value among              Surrenders taken from this contract to pay advisory or
the Sub-Accounts based on the instructions contained on the              investment management fees may be subject to income tax
application. Where state law requires the return of Contract             and/or tax penalties.
Value upon cancellation of the contract during the free look
                                                                         Full Surrenders (Full Redemptions)
period, Nationwide will immediately allocate initial purchase
payments to the investment options based on the instructions             The Contract Value upon full surrender may be more or less
contained on the application.                                            than the total of all purchase payments made to the contract.
                                                                         The Contract Value will reflect:
Liability of the Variable Account under this provision is
limited to the Contract Value in each Sub-Account on the date            •     Variable Account charges;
of revocation. Any additional amounts refunded to the
Contract Owner will be paid by Nationwide.                               •     underlying mutual fund charges;

Please see "Extra Value Options" for a description of the                •     the investment performance of the underlying mutual
recapture of the amount credited under an Extra Value Option                   funds; and
in the event the right to free look the contract is exercised.           •     any recapture of any Extra Value Option credit.

Surrender (Redemption)                                                   Surrenders Under a Texas Optional Retirement Program
                                                                         or a Louisiana Optional Retirement Plan
Contract Owners may surrender some or all of their Contract
Value before the earlier of the Annuitization Date or the                Redemption restrictions apply to contracts issued under the
Annuitant's death. Surrenders from the contract may be                   Texas Optional Retirement Program or the Louisiana Optional
subject to federal income tax and/or a penalty tax. See                  Retirement Plan.
"Federal Income Taxes" in "Appendix C: Contract Types and                The Texas Attorney General has ruled that participants in
Tax Information."                                                        contracts issued under the Texas Optional Retirement Program
Surrender requests must be in writing and Nationwide may                 may only take withdrawals if:
require additional information. When taking a full surrender,            •     the participant dies;
the contract must accompany the written request. Nationwide
may require a signature guarantee.                                       •     the participant retires;
Nationwide will pay any amounts surrendered from the Sub-                •     the participant terminates employment due to total
Accounts within 7 days. Additionally, Nationwide may                           disability; or
suspend or postpone payment when it is unable to price a
                                                                         •     the participant that works in a Texas public institution of
purchase payment or transfer (see "Pricing").
                                                                               higher education terminates employment.
Surrender requests will receive the Accumulation Unit value
                                                                         A participant under a contract issued under the Louisiana
next determined at the end of the current Valuation Period if
                                                                         Optional Retirement Plan may only take distributions from the
the surrender request and all necessary information is received
                                                                         contract upon retirement or termination of employment. All
at Nationwide's home office before the close of the New York
                                                                         retirement benefits under this type of plan must be paid as
Stock Exchange (generally, 4:00 pm EST). If the surrender
                                                                         lifetime income; lump sum cash payments are not permitted,
request and all necessary information is received after the
                                                                         except for death benefits.
close of the New York Stock Exchange, the surrender request
will receive the Accumulation Unit value determined at the               Due to the restrictions described above, a participant under
end of the next Valuation Day.                                           either of these plans will not be able to withdraw cash values
                                                                         from the contract unless one of the applicable conditions is
Partial Surrenders (Partial Redemptions)                                 met. Contract Value may be transferred to other carriers.
For partial surrenders, Nationwide will surrender
                                                                         Nationwide issues this contract to participants in the Texas
Accumulation Units from the Sub-Accounts in proportion to
                                                                         Optional Retirement Program in reliance upon and in
the value in each underlying mutual fund at the time of the
                                                                         compliance with Rule 6c-7 of the Investment Company Act of
surrender request.
                                                                         1940. Nationwide issues this contract to participants in the
Partial Surrenders to Pay Registered Representative Fees                 Louisiana Optional Retirement Plan in reliance upon and in
                                                                         compliance with an exemptive order that Nationwide received
Some Contract Owners utilize an investment advisor(s) to                 from the SEC on August 22, 1990.
manage their assets, for which the investment advisor assesses
a fee. Investment advisors are not endorsed by or affiliated             Surrenders Under a Tax Sheltered Annuity
with Nationwide and Nationwide makes no representation as
                                                                         Contract Owners of a Tax Sheltered Annuity may surrender
to their qualifications. The fees for these investment advisory
                                                                         part or all of their Contract Value before the earlier of the
services are specified in the respective account agreements
                                                                         Annuitization Date or the Annuitant's death, except as
and are separate from and in addition to the contract fees and
                                                                         provided below:
expenses described in this prospectus. Some Contract Owners
authorize their investment advisor to take a partial surrender(s)            (A) Contract Value attributable to contributions made under
from the contract in order to collect investment advisory fees.                  a qualified cash or deferred arrangement (within the

                                                                    21
       meaning of Internal Revenue Code Section                          pledged or otherwise transferred except where allowed by law.
       402(g)(3)(A)), a salary reduction agreement (within the
                                                                         Nationwide is not responsible for the validity or tax
       meaning of Internal Revenue Code Section
                                                                         consequences of any assignment. Nationwide is not liable for
       402(g)(3)(C)), or transfers from a Custodial Account
                                                                         any payment or settlement made before the assignment is
       (described in Section 403(b)(7) of the Internal Revenue
                                                                         recorded. Assignments will not be recorded until Nationwide
       Code), may be surrendered only:
                                                                         receives sufficient direction from the Contract Owner and the
       (1) when the Contract Owner reaches age 59½,                      assignee regarding the proper allocation of contract rights.
           separates from service, dies or becomes disabled
                                                                         Amounts pledged or assigned will be treated as distributions
           (within the meaning of Internal Revenue Code
                                                                         and will be included in gross income to the extent that the cash
           Section 72(m)(7)); or
                                                                         value exceeds the investment in the contract for the taxable
       (2) in the case of hardship (as defined for purposes of           year in which it was pledged or assigned. Amounts assigned
           Internal Revenue Code Section 401(k)), provided               may be subject to a tax penalty equal to 10% of the amount
           that any such hardship surrender may not include              included in gross income.
           any income earned on salary reduction
                                                                         Assignment of the entire Contract Value may cause the
           contributions.
                                                                         portion of the Contract Value exceeding the total investment
  (B) The surrender limitations described in Section (A) also            in the contract and previously taxed amounts to be included in
      apply to:                                                          gross income for federal income tax purposes each year that
                                                                         the assignment is in effect.
       (1) salary reduction contributions to Tax Sheltered
           Annuities made for plan years beginning after
           December 31, 1988;                                            Contract Owner Services
       (2) earnings credited to such contracts after the last            Systematic Withdrawals
           plan year beginning before January 1, 1989, on                Systematic withdrawals allow Contract Owners to receive a
           amounts attributable to salary reduction                      specified amount (of at least $100) on a monthly, quarterly,
           contributions; and                                            semi-annual, or annual basis. Requests for systematic
       (3) all amounts transferred from 403(b)(7) Custodial              withdrawals and requests to discontinue systematic
           Accounts (except that earnings and employer                   withdrawals must be in writing.
           contributions as of December 31, 1988 in such                 The withdrawals will be taken from the Sub-Accounts
           Custodial Accounts may be withdrawn in the case               proportionately unless Nationwide is instructed otherwise.
           of hardship).
                                                                         Nationwide will withhold federal income taxes from
Any distribution other than the above, including a free look             systematic withdrawals unless otherwise instructed by the
cancellation of the contract (when available) may result in              Contract Owner. The Internal Revenue Service may impose a
taxes, penalties and/or retroactive disqualification of a Tax            10% penalty tax if the Contract Owner is under age 59½
Sheltered Annuity.                                                       unless the Contract Owner has made an irrevocable election of
In order to prevent disqualification of a Tax Sheltered Annuity          distributions of substantially equal payments.
after a free look cancellation, Nationwide will transfer the             Nationwide reserves the right to stop establishing new
proceeds to another Tax Sheltered Annuity upon proper                    systematic withdrawal programs. Systematic withdrawals are
direction by the Contract Owner.                                         not available before the end of the free look period (see "Right
These provisions explain Nationwide's understanding of                   to Examine and Cancel").
current withdrawal restrictions. These restrictions may
change.                                                                  Annuity Commencement Date
Distributions pursuant to Qualified Domestic Relations Orders            The Annuity Commencement Date is the date on which
will not violate the restrictions stated above.                          annuity payments are scheduled to begin. The Contract Owner
                                                                         may change the Annuity Commencement Date before
Assignment                                                               annuitization. This change must be in writing and approved
                                                                         by Nationwide.
Contract rights are personal to the Contract Owner and may
not be assigned without Nationwide's written consent.                    The Annuity Commencement Date may not be later than the
                                                                         first day of the first calendar month after the Annuitant's 90th
A Non-Qualified Contract Owner may assign some or all rights             birthday (or the 90th birthday of the oldest Annuitant if there
under the contract. An assignment must occur before annuitization        are joint Annuitants) unless approved by Nationwide.
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.
Investment-Only Contracts, IRAs, SEP IRAs, Simple IRAs,
Roth IRAs, and Tax Sheltered Annuities may not be assigned,

                                                                    22
Annuitizing the Contract                                               (1) deducting applicable premium taxes from the total
                                                                           Contract Value; then
Annuitization Date
                                                                       (2) applying the Contract Value amount specified by the
The Annuitization Date is the date that annuity payments                   Contract Owner to the fixed payment annuity table for the
begin. The Annuitization Date will be the first day of a                   annuity payment option elected.
calendar month unless otherwise agreed. The Annuitization
Date must be at least 2 years after the contract is issued, but        Subsequent payments will remain level unless the annuity
may not be later than:                                                 payment option elected provides otherwise. Nationwide does
                                                                       not credit discretionary interest during annuitization.
•   the age (or date) specified in the contract (the Annuity
    Commencement Date as specified by the Contract Owner               Variable Payment Annuity
    and reflected on the contract's data page); or                     A variable payment annuity is an annuity where the amount of
•   the age (or date) specified by state law, where applicable.        the annuity payments will vary depending on the performance
                                                                       of the underlying mutual funds selected. The underlying
If the contract is issued to fund a Tax Sheltered Annuity,             mutual funds available during annuitization are those
annuitization may occur during the first 2 years subject to            underlying mutual funds shown in "Appendix A: Underlying
Nationwide's approval.                                                 Mutual Funds."
For any contract that is issued as a Non-Qualified Contract or         The first payment under a variable payment annuity is
as a Roth-IRA contract, the Annuity Commencement Date is               determined on the Annuitization Date based on the Annuitant's
the Contract Owner's 90th birthday unless the Contract Owner           age (in accordance with the contract) by:
specifies otherwise.
                                                                       (1) deducting applicable premium taxes from the total
For all other types of contracts, the Annuity Commencement                 Contract Value; then
Date is the date when the Contract Owner reaches age 70½
unless the Contract Owner specifies otherwise. The Contract            (2) applying the Contract Value amount specified by the
Owner may not, however, extend the Annuity Commencement                    Contract Owner to the variable payment annuity table for
Date to a date after the contract owner's 90th birthday. For               the annuity payment option elected.
contracts which have joint owners the older Contract owner's           The dollar amount of the first payment is converted into a set
age will be used.                                                      number of Annuity Units that will represent each monthly
The Internal Revenue Code may require that distributions be            payment. This is done by dividing the dollar amount of the
made prior to the Annuitization Dates specified above (see             first payment by the value of an Annuity Unit as of the
"Required Distributions" in "Appendix C: Contract Types and            Annuitization Date. This number of Annuity Units remains
Tax Information").                                                     fixed during annuitization.

Annuitization                                                          The second and subsequent payments are determined by
                                                                       multiplying the fixed number of Annuity Units by the Annuity
Annuitization is the period during which annuity payments are          Unit value for the Valuation Period in which the payment is
received. It is irrevocable once payments have begun. Upon             due. The amount of the second and subsequent payments will
arrival of the Annuitization Date, the Annuitant must choose:          vary with the performance of the selected underlying mutual
(1) an annuity payment option; and                                     funds. Nationwide guarantees that variations in mortality
                                                                       experience from assumptions used to calculate the first
(2) either a fixed payment annuity, variable payment annuity,          payment will not affect the dollar amount of the second and
    or an available combination.                                       subsequent payments.
Nationwide guarantees that each payment under a fixed                  Value of an Annuity Unit
payment annuity will be the same throughout annuitization.
Under a variable payment annuity, the amount of each                   Annuity Unit values for Sub-Accounts are determined by:
payment will vary with the performance of the underlying               (1) multiplying the Annuity Unit value for the immediately
mutual funds chosen by the Contract Owner.                                 preceding Valuation Period by the net investment factor
If the Contract Owner does not elect an annuity payment                    for the subsequent Valuation Period (see "Determining
option, a variable payment life annuity with a guarantee period            the Contract Value"); and then
of 240 months will be the automatic form of payment upon               (2) multiplying the result from (1) by the assumed investment
annuitization.                                                             rate of 3.5% adjusted for the number of days in the
Fixed Payment Annuity                                                      Valuation Period.

A fixed payment annuity is an annuity where the amount of              Assumed Investment Rate
the annuity payment remains level.                                     An assumed investment rate is the percentage rate of return
The first payment under a fixed payment annuity is                     assumed to determine the amount of the first payment under a
determined on the Annuitization Date based on the Annuitant's          variable payment annuity. Nationwide uses the assumed
age (in accordance with the contract) by:                              investment rate of 3.5% to calculate the first annuity payment

                                                                  23
and to calculate the investment performance of an underlying               The designee may elect to receive the present value of the
mutual fund in order to determine subsequent payments under                remaining guaranteed payments in a lump sum. The
a variable payment annuity. An assumed investment rate is                  present value will be computed as of the date Nationwide
the percentage rate of return required to maintain level                   receives the notice of the Annuitant's death.
variable annuity payments. Subsequent variable annuity
                                                                       If the Contract Owner does not elect an annuity payment
payments may be more or less than the first payment based on
                                                                       option, a variable payment life annuity with a guarantee period
whether actual investment performance of the underlying
                                                                       of 240 months will be the automatic form of payment upon
mutual funds is higher or lower than the assumed investment
                                                                       annuitization. Once elected or assumed, the annuity payment
rate of 3.5%.
                                                                       option may not be changed.
Exchanges Among Underlying Mutual Funds
                                                                       Not all of the annuity payment options may be available in all
Exchanges among underlying mutual funds during                         states. Contract Owners may request other options before the
annuitization must be requested in writing. Exchanges will             Annuitization Date. These options are subject to Nationwide's
occur on each anniversary of the Annuitization Date.                   approval.
Frequency and Amount of Annuity Payments                               Individual Retirement Annuities and Tax Sheltered Annuities
                                                                       are subject to minimum distribution requirements set forth in
Payments are made based on the annuity payment option
                                                                       the plan, contract, and the Internal Revenue Code. See
selected, unless:
                                                                       "Required Distributions" in "Appendix C: Contract Types and
•   the amount to be distributed is less than $5,000, in which         Tax Information."
    case Nationwide may make one lump sum payment of the
    Contract Value; or                                                 Death Benefits
•   an annuity payment would be less than $100, in which               Death of Contract Owner - Non-Qualified Contracts
    case Nationwide can change the frequency of payments to
    intervals that will result in payments of at least $100.           If the Contract Owner (including a joint owner) who is not the
    Payments will be made at least annually.                           Annuitant dies before the Annuitization Date, no death benefit is
                                                                       payable and the surviving joint owner becomes the Contract
Nationwide will send annuity payments no later than 7 days             Owner. If no joint owner is named, the contingent owner
after each payment date.                                               becomes the Contract Owner. If no contingent owner is named,
                                                                       the beneficiary becomes the Contract Owner. If no beneficiary
Annuity Payment Options
                                                                       survives the Contract Owner, the last surviving Contract Owner's
Contract Owners must elect an annuity payment option before            estate becomes the Contract Owner.
the Annuitization Date.
                                                                       If the Contract Owner and Annuitant are the same, and the
(1) Life Annuity - An annuity payable periodically, but at             Contract Owner/Annuitant dies before the Annuitization Date,
    least annually, for the lifetime of the Annuitant.                 the contingent owner will not have any rights in the contract
    Payments will end upon the Annuitant's death. For                  unless the contingent owner is also the beneficiary.
    example, if the Annuitant dies before the second annuity
                                                                       Distributions under Non-Qualified Contracts will be made
    payment date, the Annuitant will receive only one annuity
                                                                       pursuant to the "Required Distributions for Non-Qualified
    payment. The Annuitant will only receive two annuity
                                                                       Contracts" in "Appendix C: Contract Types and Tax
    payments if he or she dies before the third annuity
                                                                       Information."
    payment date, and so on.
(2) Joint and Last Survivor Annuity - An annuity payable               Death of Annuitant - Non-Qualified Contracts
    periodically, but at least annually, during the joint              If the Annuitant who is not a Contract Owner dies before the
    lifetimes of the Annuitant and a designated second                 Annuitization Date, the contingent Annuitant becomes the
    individual. If one of these parties dies, payments will            Annuitant and no death benefit is payable. If no contingent
    continue for the lifetime of the survivor. As is the case          Annuitant is named, a death benefit is payable to the beneficiary.
    under a Life Annuity, there is no guaranteed number of             Multiple beneficiaries will share the death benefit equally unless
    payments. Therefore, it is possible that if the Annuitant          otherwise specified.
    dies before the second annuity payment date, the
    Annuitant will receive only one annuity payment.                   If no beneficiaries survive the Annuitant, the contingent
    Payments end upon the death of the last surviving party,           beneficiary(ies) receives the death benefit. Multiple
    regardless of the number of payments received.                     contingent beneficiaries will share the death benefit equally,
                                                                       unless otherwise specified.
(3) Life Annuity with 120 or 240 Monthly Payments
    Guaranteed - An annuity payable monthly during the                 If no beneficiaries or contingent beneficiaries survive the
    lifetime of the Annuitant. If the Annuitant dies before all        Annuitant, the Contract Owner or the last surviving Contract
    of the guaranteed payments have been made, payments                Owner's estate will receive the death benefit.
    will continue to the end of the guaranteed period and will         If the Contract Owner is a Charitable Remainder Trust and the
    be paid to a designee chosen by the Annuitant at the time          Annuitant dies before the Annuitization Date, the death benefit
    the annuity payment option was elected.                            will accrue to the Charitable Remainder Trust. Any

                                                                  24
designation in conflict with the Charitable Remainder Trust's             The value of each component of the applicable death benefit
right to the death benefit will be void.                                  calculation will be determined as of the date of the Annuitant's
                                                                          death, except for the Contract Value component, which will be
If the Annuitant dies after the Annuitization Date, any benefit
                                                                          determined as of the date Nationwide receives:
that may be payable will be paid according to the selected
annuity payment option.                                                   (1) proper proof of the Annuitant's death;
Death of Contract Owner/Annuitant                                         (2) an election specifying the distribution method; and
If a Contract Owner (including a joint owner) who is also the             (3) any state required form(s).
Annuitant dies before the Annuitization Date, a death benefit is
                                                                          Standard Death Benefit
payable to the surviving joint owner.
                                                                          If the Annuitant dies prior to the Annuitization Date and the
If there is no surviving joint owner, the death benefit is payable
                                                                          Return of Premium Enhanced Death Benefit Option is not
to the beneficiary. Multiple beneficiaries will share the death
                                                                          elected at the time of application, the death benefit will equal the
benefit equally unless otherwise specified.
                                                                          Contract Value.
If no beneficiaries survive the Contract Owner/Annuitant, the
                                                                          Return of Premium Enhanced Death Benefit Option
contingent beneficiary receives the death benefit. Multiple
contingent beneficiaries will share the death benefit equally,            For an additional charge at an annualized rate of 0.20% of the
unless otherwise specified.                                               Daily Net Assets of the Variable Account, contracts with
                                                                          Annuitants who are age 75 or younger at the time of
If no beneficiaries or contingent beneficiaries survive the
                                                                          application may elect the Return of Premium Enhanced Death
Contract Owner/Annuitant, the last surviving Contract Owner's
                                                                          Benefit Option. If the Annuitant dies before the Annuitization
estate will receive the death benefit.
                                                                          Date, and the total of all purchase payments is less than or
If the Contract Owner/Annuitant dies after the Annuitization              equal to $3,000,000, the death benefit will be the greater of:
Date, any benefit that may be payable will be paid according to
                                                                          (1) the Contract Value; or
the selected annuity payment option.
                                                                          (2) the total of all purchase payments made to the contract,
Death Benefit Payment
                                                                              less an adjustment for amount surrendered.
The recipient of the death benefit may elect to receive the death
                                                                          The adjustment for amounts surrendered will reduce item (2)
benefit:
                                                                          above in the same proportion that the Contract Value was
(1) in a lump sum;                                                        reduced on the date(s) of the partial surrender(s).
(2) as an annuity; or                                                     If the Annuitant dies prior to the Annuitization Date and the
                                                                          total of all purchase payments made to the contract is greater
(3) in any other manner permitted by law and approved by
                                                                          than $3,000,000, the death benefit will be determined using
    Nationwide.
                                                                          the following formula:
Nationwide will pay (or will begin to pay) the death benefit upon
                                                                              A x F + B x (1 - F)
receiving proof of death and the instructions as to the payment of
the death benefit. If the recipient of the death benefit does not             Where:
elect the form in which to receive the death benefit payment,
                                                                              A = The greater of:
Nationwide will pay the death benefit in a lump sum. Contract
Value will continue to be allocated according to the most                          (1) the Contract Value; or
recent allocation instructions until the death benefit is paid.
                                                                                   (2) the total of all purchase payments made to the
If the contract has multiple beneficiaries entitled to receive a                       contract, less an adjustment for amount
portion of the death benefit, the Contract Value will continue                         surrendered.
to be allocated according to the most recent allocation
instructions until the first beneficiary provides Nationwide                       The adjustment for amounts surrendered will reduce
with instructions for payment of death benefit proceeds. After                     item (2) above in the same proportion that the
the first beneficiary provides these instructions, the Contract                    Contract Value was reduced on the date(s) of the
Value for all beneficiaries will be allocated to the available                     partial surrender(s);
money market Sub-Account until instructions are received                      B = the Contract Value;
from the beneficiary(ies) to allocate their Contract Value in
another manner.                                                               F = the ratio of $3,000,000 to the total of all purchase
                                                                                  payments made to the contract.
Death Benefit Calculations
                                                                          The practical effect of this formula is that the beneficiary
An applicant may elect either the standard death benefit or an            recovers a lesser percentage of the purchase payments in
available death benefit option that is offered under the contract         excess of $3,000,000 than for purchase payments up to
for an additional charge. If no election is made at the time of           $3,000,000. In no event will the beneficiary receive less than
application, the death benefit will be the standard death benefit.        the Contract Value.


                                                                     25
The Return of Premium Enhanced Death Benefit Option also                •   confirmation statements showing transactions that affect
includes the Spousal Protection Feature.                                    the contract's value. Confirmation statements will not be
                                                                            sent for recurring transactions (i.e., salary reduction
Spousal Protection Feature
                                                                            programs). Instead, confirmation of recurring
The Return of Premium Enhanced Death Benefit Option has a                   transactions will appear in the contract's quarterly
Spousal Protection Feature. The Spousal Protection Feature                  statements; and
allows a surviving spouse to continue the contract while
receiving the economic benefit of the death benefit upon the            •   semi-annual and annual reports of allocated underlying
death of the other spouse. The Spousal Protection Feature is                mutual funds.
available for all contract types except Charitable Remainder            Contract Owners can receive information from Nationwide
Trusts, provided the conditions described below are satisfied.          faster and reduce the amount of mail they receive by signing
There is no additional charge for this feature.                         up for Nationwide's eDelivery program. Nationwide will
(1) one or both spouses (or a revocable trust of which either           notify Contract Owners by email when important documents
    or both of the spouses is/are grantor(s)) must be named as          (statements, prospectuses and other documents) are ready for a
    the Contract Owner. For contracts issued as IRAs and                Contract Owner to view, print, or download from
    Roth IRAs, only the person for whom the IRA or Roth                 Nationwide's secure server. To choose this option, go to
    IRA was established may be named as the Contract                    www.nationwide.com/login.
    Owner;                                                              Contract Owners should review statements and confirmations
(2) the spouses must be co-Annuitants;                                  carefully. All errors or corrections must be reported to
                                                                        Nationwide immediately to assure proper crediting to the
(3) both co-Annuitants must be age 75 or younger at the time            contract. Unless Nationwide is notified within 30 days of
    the contract is issued;                                             receipt of the statement, Nationwide will assume statements
                                                                        and confirmation statements are correct.
(4) the spouses must each be named as beneficiaries;
(5) no person other than the spouse may be named as                     IMPORTANT NOTICE REGARDING DELIVERY OF
    Contract Owner, Annuitant or beneficiary;                           SECURITY HOLDER DOCUMENTS
                                                                        When multiple copies of the same disclosure document(s),
(6) if both spouses are alive upon annuitization, the Contract
                                                                        such as prospectuses, supplements, proxy statements and
    Owner must specify which spouse is the Annuitant upon
                                                                        semi-annual and annual reports are required to be mailed to
    whose continuation of life any annuity payments
                                                                        multiple Contract Owners in the same household, Nationwide
    involving life contingencies depend (for IRAs and Roth
                                                                        will mail only one copy of each document, unless notified
    IRAs, this person must be the contract owner);
                                                                        otherwise by the Contract Owner(s). Household delivery will
(7) if a co-Annuitant dies before the Annuitization Date, the           continue for the life of the contracts.
    surviving spouse may continue the contract as its sole
                                                                        A Contract Owner can revoke their consent to household
    Contract Owner. If the chosen death benefit is higher
                                                                        delivery and reinstitute individual delivery by calling 1-866-
    than the Contract Value at the time of death, the Contract
                                                                        223-0303 or by writing to the address on page 1 of this
    Value will be adjusted to equal the applicable death
                                                                        prospectus. Nationwide will reinstitute individual delivery
    benefit amount. The surviving spouse may then name a
                                                                        within 30 days after receiving such notification.
    new beneficiary but may not name another co-Annuitant;
    and
                                                                        Legal Proceedings
(8) if a co-Annuitant is added at any time after the contract is
    issued, a copy of the certificate of marriage must be               Nationwide Financial Services, Inc. (NFS, or collectively with
    provided to Nationwide's home office. In addition, the              its subsidiaries, "the Company") was formed in November
    date of marriage must be after the contract issue date and          1996. NFS is the holding company for Nationwide Life
    the new co-Annuitant must be age 75 or younger.                     Insurance Company (NLIC), Nationwide Life and Annuity
                                                                        Insurance Company (NLAIC) and other companies that
If the marriage if the co-Annuitants terminates due to the              comprise the life insurance and retirement savings operations
death of a spouse, divorce, dissolution, or annulment, the              of the Nationwide group of companies (Nationwide). This
Spousal Protection Feature terminates and the Contract Owner            group includes Nationwide Financial Network (NFN), an
is not permitted to cover a subsequent spouse.                          affiliated distribution network that markets directly to its
                                                                        customer base. NFS is incorporated in Delaware and
Statements and Reports                                                  maintains its principal executive offices in Columbus, Ohio.
Nationwide will mail Contract Owners statements and reports.            The Company is a subject to legal and regulatory proceedings
Therefore, Contract Owners should promptly notify                       in the ordinary course of its business. The Company's legal
Nationwide of any changes to street and/or email addresses.             and regulatory matters include proceedings specific to the
                                                                        Company and other proceedings generally applicable to
These mailings will contain:
                                                                        business practices in the industries in which the Company
•   statements showing the contract's quarterly activity;               operates. The Company's litigation and regulatory matters are


                                                                   26
subject to many uncertainties, and given their complexity and            On September 10, 2009, Nationwide Retirement Solutions,
scope, their outcomes cannot be predicted. Regulatory                    Inc. (NRS) was named in a lawsuit filed in the Circuit Court
proceedings also could affect the outcome of one or more of              for Montgomery County, Alabama entitled Twanna Brown,
the Company's litigations matters. Furthermore, it is often not          Individually and on behalf of all other persons in Alabama
possible to determine the ultimate outcomes of the pending               who are similarly situated, v Nationwide Retirement Solutions,
regulatory investigations and legal proceedings or to provide            Inc., Alabama State Employees Association, PEBCO, Inc.,
reasonable ranges of potential losses with any degree of                 Edwin "Mac" McArthur, Steve Walkley, Glenn Parker,
certainty. Some matters, including certain of those referred to          Ulysses Lavender, Diana McLain, Randy Hebson, and Robert
below, are in very preliminary stages, and the Company does              Wagstaff; and Unknown Defendants A-Z. On February 17,
not have sufficient information to make an assessment of the             2010, Brown filed an Amended Complaint alleging in Count
plaintiffs' claims for liability or damages. In some of the cases        One, that all the defendants were involved in a civil
seeking to be certified as class actions, the court has not yet          conspiracy and seeks to recover actual damages, forfeiture of
decided whether a class will be certified or (in the event of            all other payments and/or salaries to be the fruit of such other
certification) the size of the class and class period. In many of        payments, punitive damages and costs and attorneys fees. In
the cases, the plaintiffs are seeking undefined amounts of               Count Two, although NRS is not named, it is alleged that the
damages or other relief, including punitive damages and                  remaining defendants breached their fiduciary duties and seeks
equitable remedies, which are difficult to quantify and cannot           actual damages, forfeiture of all other payments and/or salaries
be defined based on the information currently available.                 to be the fruit of such other payments, punitive damages and
Management believes, however, that based on their currently              costs and attorneys fees. In Count Three, although NRS is not
known information, the ultimate outcome of all pending legal             named, the plaintiff seeks declaratory relief that the individual
and regulatory matters is not likely to have a material adverse          defendants breached their fiduciary duties, seeks injunctive
effect on the Company's consolidated financial position.                 relief permanently removing said defendants from their
Nonetheless, given the large or indeterminate amounts sought             respective offices in the Alabama State Employees
in certain of these matters and the inherent unpredictability of         Association (ASEA) and PEBCO and costs and attorneys fees.
litigation, it is possible that such outcomes could materially           In Count Four, it alleges that any money Nationwide paid
affect the Company's consolidated financial position or results          belonged exclusively to ASEA for the use and benefit of its
of operations in a particular quarter or annual period.                  membership at large and not for the personal benefit of the
                                                                         individual defendants. Plaintiff seeks to recover actual
The financial services industry has been the subject of
                                                                         damages from the individual defendants, forfeiture of all other
increasing scrutiny on a broad range of issues by regulators
                                                                         payments and/or salaries to be the fruit of such other
and legislators. The Company and/or its affiliates have been
                                                                         payments, punitive damages and costs and attorneys fees. On
contacted by, self reported or received subpoenas from state
                                                                         March 10, 2011, the plaintiff filed a Notice of Dismissal. The
and federal regulatory agencies, including the Securities and
                                                                         Company continues to defend this case vigorously.
Exchange Commission, and other governmental bodies, state
securities law regulators and state attorneys general for                On November 20, 2007, NRS and NLIC were named in a
information relating to, among other things, compensation, the           lawsuit filed in the Circuit Court of Jefferson County,
allocation of compensation, revenue sharing and bidding                  Alabama entitled Ruth A. Gwin and Sandra H. Turner, and a
arrangements, market-timing, anticompetitive activities,                 class of similarly situated individuals v Nationwide Life
unsuitable sales or replacement practices, fee arrangements in           Insurance Company, Nationwide Retirement Solutions, Inc.,
retirement plans, and the use of side agreements and finite              Alabama State Employees Association, PEBCO, Inc. and
reinsurance agreements. The Company is cooperating with                  Fictitious Defendants A to Z. On March 12, 2010, NRS and
regulators in connection with these inquiries and will                   NLIC were named in a Second Amended Class Action
cooperate with Nationwide Mutual Insurance Company                       Complaint filed in the Circuit Court of Jefferson County,
(NMIC) in responding to these inquiries to the extent that any           Alabama entitled Steven E. Coker, Sandra H. Turner, David
inquiries encompass NMIC's operations.                                   N. Lichtenstein and a class of similarly situated individuals v.
                                                                         Nationwide Life Insurance Company, Nationwide Retirement
A promotional and marketing arrangement associated with the
                                                                         Solutions, Inc, Alabama State Employees Association, Inc.,
Company's offering of a retirement plan product and related
                                                                         PEBCO, Inc. and Fictitious Defendants A to Z claiming to
services in Alabama was investigated by the Alabama
                                                                         represent a class of all participants in the ASEA Plan,
Attorney General, which assumed the investigation from the
                                                                         excluding members of the Deferred Compensation Committee,
Alabama Securities Commission. On October 27, 2010, the
                                                                         ASEA's directors, officers and board members, and PEBCO's
State Attorney General announced a settlement agreement,
                                                                         directors, officers and board members. The class period is
subject to court approval, between the Company and the State
                                                                         from November 20, 2001 to the date of trial. In the second
of Alabama, the Alabama Department of Insurance, the
                                                                         amended class action complaint, the plaintiffs allege breach of
Alabama Securities Commission, and the Alabama State
                                                                         fiduciary duty, wantonness and breach of contract. The second
Personnel Board. If the court approves the settlement
                                                                         amended class action complaint seeks a disgorgement of
agreement, the Company currently expects that the settlement
                                                                         amounts paid, compensatory damages and punitive damages,
will not have a material adverse impact on its consolidated
                                                                         plus interest, attorneys' fees and costs and such other equitable
financial position. It is not possible to predict what effect, if
                                                                         and legal relief to which plaintiffs and class members may be
any, the settlement may have on the Company's retirement
                                                                         entitled. On April 2, 2010, NRS and NLIC filed an answer. On
plan operations with respect to promotional and marketing
                                                                         June 4, 2010, the plaintiffs filed a motion for class
arrangements in general in the future.
                                                                    27
certification. On July 8, 2010, the defendants filed their briefs         On August 15, 2001, NFS and NLIC were named in a lawsuit
in opposition to plaintiffs' motion for class certification. On           filed in the United States District Court for the District of
October 17, 2010, Twanna Brown filed a motion to intervene                Connecticut entitled Lou Haddock, as trustee of the Flyte Tool
in this case. On October 22, 2010, the parties to this action             & Die, Incorporated Deferred Compensation Plan, et al v.
executed a stipulation of settlement that agrees to certify a             Nationwide Financial Services, Inc. and Nationwide Life
class for settlement purposes only, that provides for payments            Insurance Company. In the plaintiffs' sixth amended
to the settlement class, and that provides for releases, certain          complaint, filed November 18, 2009, they amended the list of
bar orders, and dismissal of the case, subject to the Circuit             named plaintiffs and claim to represent a class of qualified
Courts' approval. After a hearing on November 5, 2010, on                 retirement plan trustees under ERISA that purchased variable
November 9, 2010, the Court denied Brown's motion to                      annuities from NLIC. The plaintiffs allege that they invested
intervene. On November 13, 2010, the Court issued a                       ERISA plan assets in their variable annuity contracts and that
Preliminary Approval Order and held a Settlement Fairness                 NLIC and NFS breached ERISA fiduciary duties by allegedly
Hearing on January 26, 2011. On November 22, 2010, Brown                  accepting service payments from certain mutual funds. The
filed a Notice of Appeal with the Supreme Court of Alabama,               complaint seeks disgorgement of some or all of the payments
appealing the Preliminary Approval Order. On January 25,                  allegedly received by NFS and NLIC, other unspecified relief
2011, the Alabama Supreme Court dismissed the appeal. Class               for restitution, declaratory and injunctive relief, and attorneys'
notices were sent out on November 24, 2010. On December 3,                fees. On November 6, 2009, the Court granted the plaintiff's
2010, Brown filed a motion with the trial court to stay this              motion for class certification and certified a class of "All
case. On December 22, 2010, Brown filed with the Alabama                  trustees of all employee pension benefit plans covered by
Supreme Court, a motion to stay all further Gwin trial court              ERISA which had variable annuity contracts with NFS and
proceedings until Ms. Brown's appeal of the certification order           NLIC or whose participants had individual variable annuity
is decided. On January 25, 2011, the Alabama Supreme Court                contracts with NFS and NLIC at any time from January 1,
denied Brown's motion to stay. On February 28, 2011, the                  1996, or the first date NFS and NLIC began receiving
Court entered its Order permitting ASEA/PEBCO to assert                   payments from mutual funds based on a percentage of assets
indemnification claims for attorneys' fees and costs, but                 invested in the funds by NFS and NLIC, whichever came first,
barring them from asserting any other claims for                          to the date of November 6, 2009". On October 20, 2010, the
indemnification. On March 3, 2011, ASEA and PEBCO filed                   Second Circuit Court of Appeals granted NLIC's 23(f) petition
a cross claim against NLIC and NRS seeking indemnification.               agreeing to hear an appeal of the District Court's order
On March 9, 2011, the Court severed the cross claim. NRS                  granting class certification. On October 21, 2010, the District
and NLIC continue to defend this case vigorously.                         Court dismissed NFS from the lawsuit. On October 27, 2010,
                                                                          the District Court stayed the underlying action pending a
On July 11, 2007, NLIC was named in a lawsuit filed in the
                                                                          decision from the Second Circuit Court of Appeals. On March
United States District Court for the Western District of
                                                                          2, 2011, the Company filed its brief in the 2nd Circuit Court of
Washington at Tacoma entitled Jerre Daniels-Hall and David
                                                                          Appeals. NLIC continues to defend this lawsuit vigorously.
Hamblen, Individually and on Behalf of All Others Similarly
Situated v. National Education Association, NEA Member                    On May 14, 2010, NLIC was named in a lawsuit filed in the
Benefits Corporation, Nationwide Life Insurance Company,                  Western District of New York entitled Sandra L.
Security Benefit Life Insurance Company, Security Benefit                 Meidenbauer, on behalf of herself and all others similarly
Group, Inc., Security Distributors, Inc., et al. The plaintiffs           situated v. Nationwide Life Insurance Company. The plaintiff
seek to represent a class of all current or former NEA                    claims to represent a class of all individuals who purchased a
members who participated in the NEA Valuebuilder 403(b)                   variable life insurance policy from NLIC during an
program at any time between January 1, 1991 and the present               unspecified period. The complaint claims breach of contract,
(and their heirs and/or beneficiaries). The plaintiffs allege that        alleging that NLIC charged excessive monthly deductions and
the defendants violated ERISA by failing to prudently and                 costs of insurance resulting in reduced policy values and, in
loyally manage plan assets, by failing to provide complete and            some cases, premature lapsing of policies. The complaint
accurate information, by engaging in prohibited transactions,             seeks reimbursement of excessive charges, costs, interest,
and by breaching their fiduciary duties when they failed to               attorney's fees, and other relief. NLIC filed a motion to
prevent other fiduciaries from breaching their fiduciary duties.          dismiss the complaint on July 23, 2010. NLIC filed a motion
The complaint seeks to have the defendants restore all losses             to disqualify the proposed class representative on August 27,
to the plan, restoration of plan assets and profits to                    2010. Plaintiff filed a motion to amend the complaint on
participants, disgorgement of endorsement fees, disgorgement              September 17, 2010, and NLIC filed an opposition to the
of service fee payments, disgorgement of excessive fees                   motion to amend on November 2, 2010. Those motions have
charged to plan participants, other unspecified relief for                been fully briefed. NLIC continues to vigorously defend this
restitution, declaratory and injunctive relief, and attorneys'            case.
fees. On May 23, 2008, the Court granted the defendants'
                                                                          On October 22, 2010, NRS was named in a lawsuit filed in the
motion to dismiss. On June 19, 2008, the plaintiffs filed a
                                                                          United States District Court, Middle District of Florida,
notice of appeal. On December 20, 2010, the 9th Circuit Court
                                                                          Orlando Division entitled Camille McCullough, and Melanie
of Appeals affirmed the dismissal of this case and entered
                                                                          Monroe, Individually and on behalf of all others similarly
judgment. The plaintiffs did not file a writ of certiorari with
                                                                          situated v. National Association of Counties, NACo Research
the US Supreme Court. NLIC intends to continue to defend
                                                                          Foundation, NACo Financial Services Corp., NACo Financial
this case vigorously.

                                                                     28
Center, and Nationwide Retirement Solutions, Inc. The                  damages awarded. On March 21, 2011, the Company filed a
Plaintiffs' First Amended Class Action Complaint and                   motion to dismiss the plaintiffs' first amended complaint. The
Demand for Jury Trial was filed on February 18, 2011. If the           Company intends to defend this case vigorously.
Court determines that the Plan is governed by ERISA, then
                                                                       On December 27, 2006, NLIC and NRS were named as
Plaintiffs seek to represent a class of "All natural persons in
                                                                       defendants in a lawsuit filed in Circuit Court, Cole County
the United States who are currently employed or previously
                                                                       Missouri entitled State of Missouri, Office of Administration,
were employed at any point during the six years preceding the
                                                                       and Missouri State Employees Deferred Comp Plan v NLIC
date Plaintiffs filed their Original Class Action Complaint, by
                                                                       and NRS. The complaint seeks recovery for breach of contract
a government entity that is or was a member of the National
                                                                       and breach of the implied covenant of good faith and fair
Association of Counties, and who participate or participated in
                                                                       dealing against NLIC and NRS as well as a breach of fiduciary
the Section 457 Deferred Compensation Plan for Public
                                                                       duty against NRS. The complaint seeks to recover the amount
Employees endorsed by the National Association of Counties
                                                                       of the market value adjustment withheld by NLIC
and administered by Nationwide Retirement Solutions, Inc." If
                                                                       ($18,586,380), prejudgment interest, loss of investment
the Court determines that the Plan is not governed by ERISA,
                                                                       income from ING due to Nationwide's assessment of the
then the Plaintiffs seek to represent a class of "All natural
                                                                       market value adjustment, and an accounting. On March 8,
persons in the United States who are currently employed or
                                                                       2007 the Company filed a motion to remove this case from
previously were employed at any point during the four years
                                                                       state court to federal court in Missouri. On March 20, 2007 the
preceding the date Plaintiffs filed their Original Class Action
                                                                       State filed a motion to remand to state court and to stay court
Complaint, by a government entity that is or was a member of
                                                                       order. On April 3, 2007 the case was remanded to state court.
the National Association of Counties, and who participate or
                                                                       On June 25, 2007 the Companies filed an Answer. On October
participated in a Section 457 Deferred Compensation Plan for
                                                                       16, 2009, the plaintiff filed a partial motion for summary
Public Employees endorsed by the National Association of
                                                                       judgment. On November 20, 2009, the Companies filed a
Counties and administered by Nationwide Retirement
                                                                       response to the plaintiff's motion for summary judgment and
Solutions, Inc." The First Amended Complaint alleges ERISA
                                                                       also filed a motion for summary judgment on behalf of the
Violation, Breach of Fiduciary Duty - NACo, Aiding and
                                                                       Companies. On February 26, 2010, the court denied Missouri's
Abetting Breach of Fiduciary Duty - Nationwide, Breach of
                                                                       partial motion for summary judgment and granted
Fiduciary Duty - Nationwide, and Aiding and Abetting Breach
                                                                       Nationwide's motion for summary judgment and dismissed the
of Fiduciary Duty - NACo. The First Amended Complaint
                                                                       case. On March 8, 2011, the Missouri Court of Appeals
asks for actual damages, lost profits, lost opportunity costs,
                                                                       reversed the granting of Nationwide's motion for summary
restitution, and/or other injunctive or other relief, including
                                                                       judgment and directed the trial court to enter judgment in
without limitation (a) ordering Nationwide and NACo to
                                                                       favor of the State and against Nationwide in the amount of
restore all plan losses, (b) ordering Nationwide to refund all
                                                                       $18,586,380, plus statutory interest at the rate of 9% per
fees associated with Nationwide's Plan to Plaintiffs and Class
                                                                       annum from June 2, 2006. On March 22, 2011, the Companies
members, (c) ordering NACo and Nationwide to pay the
                                                                       filed with the Missouri Court of Appeals, a motion for
expenses and losses incurred by Plaintiffs and/or any Class
                                                                       rehearing and an application for transfer to the Supreme Court
member as a proximate result of Defendants' breaches of
                                                                       of Missouri. The Companies intend to defend this case
fiduciary duty, (d) forcing NACo to forfeit the fees that NACo
                                                                       vigorously.
received from Nationwide for promoting and endorsing its
Plan and disgorging all profits, benefits, and other                   The general distributor, NISC, is not engaged in any litigation
compensation obtained by NACo from its wrongful conduct,               of any material nature.
and (e) awarding Plaintiff and Class members their reasonable
and necessary attorney's fees and cost incurred in connection
with this suit, punitive damages, and pre-judgment and post
judgment interest, at the highest rates allowed by law, on the




                                                                  29
                           Table of Contents of the Statement of Additional Information
 General Information and History                                                                                            1
 Services                                                                                                                   1
 Purchase of Securities Being Offered                                                                                       2
 Underwriters                                                                                                               2
 Advertising                                                                                                                2
 Annuity Payments                                                                                                           2
 Condensed Financial Information                                                                                            2
 Financial Statements                                                                                                       78
To learn more about this product, you should read the Statement of Additional Information (the "SAI") dated the same date as this
prospectus. For a free copy of the SAI and to request other information about this product please call our Service Center at 1-800-
848-6331 (TDD 1-800-238-3035) or write to us at Nationwide Life Insurance Company, 5100 Rings Road, RR1-04-F4, Dublin, Ohio
43017-1522.
The SAI has been filed with the SEC and is incorporated by reference into this prospectus. The SEC maintains an internet website
(http://www.sec.gov) that contains the SAI and other information about us and the product. Information about us and the product
(including the SAI) may also be reviewed and copied at the SEC's Public Reference Room in Washington, D.C., or may be obtained,
upon payment of a duplicating fee, by writing the Public Reference Section of the SEC, 100 F Street NE, Washington, D.C. 20549.
Additional information on the operation of the Public Reference Room may be obtained by calling the SEC at (202) 551-8090.
Investment Company Act of 1940 Registration File No. 811- 5701
Securities Act of 1933 Registration File No. 333-140812




                                                                 30
Appendix A: Underlying Mutual Funds
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.
Designations Key:
STTF: The underlying mutual fund in which this Sub-Account invests assesses (or reserves the right to assess) a Short-Term Trading
        Fee (see "Short-Term Trading Fees" earlier in the prospectus).
FF:     The underlying mutual fund corresponding to this Sub-Account may invest in other mutual funds. Therefore, a proportionate
        share of the fees and expenses of any acquired funds are indirectly borne by investors. As a result, investors in this Sub-
        Account may incur higher charges than if the assets were invested in an underlying mutual fund that does not invest in other
        mutual funds.
ATF: This Sub-Account is an Actively Traded Fund (see "Frequent Trading and Transfer Restrictions" earlier in the prospectus).
LTF:    This Sub-Account is a Limited Transfer Fund (see "Frequent Trading and Transfer Restrictions" earlier in the prospectus).
AllianceBernstein Variable Products Series Fund, Inc. - AllianceBernstein VPS Balanced Wealth Strategy Portfolio: Class B
  Investment Advisor:                      AllianceBernstein L.P.
  Investment Objective:                    The fund seeks to maximize total return consistent with the
                                           Adviser'sdetermination of reasonable risk.
American Century Variable Portfolios II, Inc. - American Century VP Inflation Protection Fund: Class II
 Investment Advisor:                       American Century Investment Management, Inc.
 Investment Objective:                     Long-term total return using a strategy that seeks to protect against U.S. inflation.
American Century Variable Portfolios, Inc. - American Century VP Income & Growth Fund: Class III
 Investment Advisor:                      American Century Investment Management, Inc.
 Investment Objective:                    Capital growth by investing in common stocks. Income is a secondary objective.
Designation: STTF
American Century Variable Portfolios, Inc. - American Century VP Value Fund: Class III
 Investment Advisor:                      American Century Investment Management, Inc.
 Investment Objective:                    Long-term capital growth with income as a secondary objective.
Designation: STTF
BlackRock Variable Series Funds, Inc. - BlackRock Global Allocation V.I. Fund: Class III
  Investment Advisor:                      BlackRock Advisors, LLC
  Sub-advisor:                             BlackRock Investment Management, LLC; BlackRock International Limited
  Investment Objective:                    Seeks high total investment return.
Credit Suisse Trust - Commodity Return Strategy Portfolio
  Investment Advisor:                    Credit Suisse Asset Management, LLC
  Investment Objective:                  Total Return.
Fidelity Variable Insurance Products Fund - VIP Asset Manager Portfolio: Service Class 2
  Investment Advisor:                     Fidelity Management & Research Company Boston, MA
  Sub-advisor:                            FMR Co., Inc., Fidelity Management & Research (U.K.) Inc., Fidelity Research
                                          & Analysis Company, Fidelity Investments Money Management, Inc., Fidelity
                                          Investments Japan Limited, Fidelity International Investment Advisors, Fidelity
                                          International Investment Advisors (U.K.) Limited
  Investment Objective:                       High total return.
Fidelity Variable Insurance Products Fund - VIP Equity-Income Portfolio: Service Class 2R
  Investment Advisor:                     Fidelity Management & Research Company Boston, MA
  Sub-advisor:                            FMR Co., Inc., Fidelity Management & Research (U.K.) Inc., Fidelity Research
                                          & Analysis Company, Fidelity Investments Japan Limited, Fidelity International
                                          Investment Advisors, Fidelity International Investment Advisors (U.K.) Limited
  Investment Objective:                       Reasonable income.
Designation: STTF




                                                                   31
Fidelity Variable Insurance Products Fund - VIP Growth Portfolio: Service Class 2R
  Investment Advisor:                     Fidelity Management & Research Company Boston, MA
  Sub-advisor:                            FMR Co., Inc., Fidelity Management & Research (U.K.) Inc., Fidelity Research
                                          & Analysis Company, Fidelity International Investment Advisors, Fidelity
                                          International Investment Advisors (U.K.) Limited, Fidelity Investments Japan
                                          Limited
  Investment Objective:                      Capital appreciation.
Designation: STTF
Franklin Templeton Variable Insurance Products Trust - Franklin Templeton VIP Founding Funds Allocation Fund: Class 2
  Investment Advisor:                   Franklin Templeton Services, LLC
  Investment Objective:                 Capital appreciation with income as a secondary goal.
Designation: FF
Ivy Funds Variable Insurance Portfolios, Inc. - Asset Strategy
  Investment Advisor:                      Waddell & Reed Investment Management Company
  Investment Objective:                    High total return over the long run.
MFS® Variable Insurance Trust II - MFS Global Tactical Allocation Portfolio: Service Class
 Investment Advisor:                    Massachusetts Financial Services Company
 Investment Objective:                  The fund seeks total return.
Nationwide Variable Insurance Trust - American Funds NVIT Asset Allocation Fund: Class II
  Investment Advisor:                    Capital Research and Management Company
  Investment Objective:                  The fund seeks to provide high total return (including income and capital gains)
                                         consistent with the preservation of capital over the long term.
Nationwide Variable Insurance Trust - Federated NVIT High Income Bond Fund: Class III
  Investment Advisor:                    Nationwide Fund Advisors
  Sub-advisor:                           Federated Investment Management Company
  Investment Objective:                  The Fund seeks to provide high current income.
Designation: STTF
Nationwide Variable Insurance Trust - NVIT Cardinal(SM) Aggressive Fund: Class II
  Investment Advisor:                    Nationwide Fund Advisors
  Investment Objective:                  The Aggressive Fund seeks maximum growth of capital consistent with a more
                                         aggressive level of risk as compared to other Cardinal Funds.
Designation: FF
Nationwide Variable Insurance Trust - NVIT Cardinal(SM) Balanced Fund: Class II
  Investment Advisor:                    Nationwide Fund Advisors
  Investment Objective:                  The Fund seeks a high level of total return through investment in both equity and
                                         fixed income securities.
Designation: FF
Nationwide Variable Insurance Trust - NVIT Cardinal(SM) Capital Appreciation Fund: Class II
  Investment Advisor:                    Nationwide Fund Advisors
  Investment Objective:                  The Fund seeks growth of capital, but also seeks income consistent with a less
                                         aggressive level of risk as compared to other Cardinal Funds.
Designation: FF
Nationwide Variable Insurance Trust - NVIT Cardinal(SM) Conservative Fund: Class II
  Investment Advisor:                    Nationwide Fund Advisors
  Investment Objective:                  The Fund seeks a high level of total return consistent with a conservative level of
                                         risk as compared to other Cardinal Funds.
Designation: FF
Nationwide Variable Insurance Trust - NVIT Cardinal(SM) Moderate Fund: Class II
  Investment Advisor:                    Nationwide Fund Advisors
  Investment Objective:                  The Fund seeks a high level of total return consistent with a moderate level of risk
                                         as compared to other Cardinal Funds.
Designation: FF
                                                                32
Nationwide Variable Insurance Trust - NVIT Cardinal(SM) Moderately Aggressive Fund: Class II
  Investment Advisor:                    Nationwide Fund Advisors
  Investment Objective:                  The Fund seeks growth of capital, but also seeks income consistent with a
                                         moderately aggressive level of risk as compared to other Cardinal Funds.
Designation: FF
Nationwide Variable Insurance Trust - NVIT Cardinal(SM) Moderately Conservative Fund: Class II
  Investment Advisor:                    Nationwide Fund Advisors
  Investment Objective:                  The fund seeks a high level of total return consistent with a moderately
                                         conservative level of risk.
Designation: FF
Nationwide Variable Insurance Trust - NVIT Core Plus Bond Fund: Class II
  Investment Advisor:                    Nationwide Fund Advisors
  Sub-advisor:                           Neuberger Berman Fixed Income LLC
  Investment Objective:                  The Fund seeks long-term total return consistent with reasonable risk.
Nationwide Variable Insurance Trust - NVIT Emerging Markets Fund: Class III
  Investment Advisor:                    Nationwide Fund Advisors
  Sub-advisor:                           Baring International Investment Limited
  Investment Objective:                  The Fund seeks long-term capital growth by investing primarily in equity
                                         securities of companies located in emerging market countries.
Designation: STTF
Nationwide Variable Insurance Trust - NVIT Government Bond Fund: Class III
  Investment Advisor:                    Nationwide Fund Advisors
  Sub-advisor:                           Nationwide Asset Management, LLC
  Investment Objective:                  The fund seeks as high level of income as is consistent with the preserving of
                                         capital.
Designation: STTF
Nationwide Variable Insurance Trust - NVIT Investor Destinations Aggressive Fund: Class VI
  Investment Advisor:                    Nationwide Fund Advisors
  Investment Objective:                  The NVIT Investor Destinations Aggressive Fund seeks maximum growth of
                                         capital consistent with a more aggressive level of risk as compared to other
                                         Investor Destinations Funds.
Designation: STTF, FF
Nationwide Variable Insurance Trust - NVIT Investor Destinations Balanced Fund: Class VI
  Investment Advisor:                    Nationwide Fund Advisors
  Investment Objective:                  The NVIT Investor Destinations Balanced Fund seeks a high level of total return
                                         through investment in both equity and fixed-income securities.
Designation: STTF, FF
Nationwide Variable Insurance Trust - NVIT Investor Destinations Capital Appreciation Fund: Class VI
  Investment Advisor:                    Nationwide Fund Advisors
  Investment Objective:                  The NVIT Investor Destinations Capital Appreciation Fund seeks growth of
                                         capital, but also seeks income consistent with a less aggressive level of risk as
                                         compared to other NVIT Investor Destinations Funds.
Designation: STTF, FF
Nationwide Variable Insurance Trust - NVIT Investor Destinations Conservative Fund: Class VI
  Investment Advisor:                    Nationwide Fund Advisors
  Investment Objective:                  The NVIT Investor Destinations Conservative Fund seeks a high level of total
                                         return consistent with a conservative level of risk as compared to other Investor
                                         Destinations Funds.
Designation: STTF, FF




                                                                33
Nationwide Variable Insurance Trust - NVIT Investor Destinations Moderate Fund: Class VI
  Investment Advisor:                    Nationwide Fund Advisors
  Investment Objective:                  The NVIT Investor Destinations Moderate Fund seeks a high level of total return
                                         consistent with a moderate level of risk as compared to other Investor
                                         Destinations Funds.
Designation: STTF, FF
Nationwide Variable Insurance Trust - NVIT Investor Destinations Moderately Aggressive Fund: Class VI
  Investment Advisor:                    Nationwide Fund Advisors
  Investment Objective:                  The NVIT Investor Destinations Moderately Aggressive Fund seeks growth of
                                         capital, but also seeks income consistent with a moderately aggressive level of
                                         risk as compared to other Investor Destinations Funds.
Designation: STTF, FF
Nationwide Variable Insurance Trust - NVIT Investor Destinations Moderately Conservative Fund: Class VI
  Investment Advisor:                    Nationwide Fund Advisors
  Investment Objective:                  The NVIT Investor Destinations Moderately Conservative Fund seeks a high
                                         level of total return consistent with a moderately conservative level of risk.
Designation: STTF, FF
Nationwide Variable Insurance Trust - NVIT Money Market Fund: Class II
  Investment Advisor:                    Nationwide Fund Advisors
  Sub-advisor:                           Federated Investment Management Company
  Investment Objective:                  The Fund seeks as high a level of current income as is consistent with preserving
                                         capital and maintaining liquidity.
Nationwide Variable Insurance Trust - NVIT Multi-Manager International Growth Fund: Class VI
  Investment Advisor:                    Nationwide Fund Advisors
  Sub-advisor:                           Invesco Advisers, Inc. and American Century Investment Management, Inc.
  Investment Objective:                  The fund seeks long-term capital growth.
Designation: STTF
Nationwide Variable Insurance Trust - NVIT Multi-Manager International Value Fund: Class VI
  Investment Advisor:                    Nationwide Fund Advisors
  Sub-advisor:                           AllianceBernstein L.P.; JPMorgan Investment Management, Inc.
  Investment Objective:                  The Fund seeks long-term capital appreciation.
Designation: STTF
Nationwide Variable Insurance Trust - NVIT Multi-Manager Large Cap Growth Fund: Class II
  Investment Advisor:                    Nationwide Fund Advisors
  Sub-advisor:                           Winslow Capital Management, Inc.; Neuberger Berman Management Inc. and
                                         Wells Capital Management, Inc.;
  Investment Objective:                  The fund seeks long-term capital growth.
Nationwide Variable Insurance Trust - NVIT Multi-Manager Large Cap Value Fund: Class II
  Investment Advisor:                    Nationwide Fund Advisors
  Sub-advisor:                           Goldman Sachs Asset Management, L.P.; Wellington Management Company,
                                         LLP; The Boston Company Asset Management, LLC
  Investment Objective:                  The fund seeks long-term capital growth.
Nationwide Variable Insurance Trust - NVIT Multi-Manager Mid Cap Growth Fund: Class II
  Investment Advisor:                    Nationwide Fund Advisors
  Sub-advisor:                           American Century Investment Management, Inc.; Neuberger Berman
                                         Management LLC; Wells Capital Management, Inc.
  Investment Objective:                  The fund seeks long-term capital growth.
Nationwide Variable Insurance Trust - NVIT Multi-Manager Mid Cap Value Fund: Class II
  Investment Advisor:                    Nationwide Fund Advisors
  Sub-advisor:                           American Century Investment Management, Inc.; Columbia Management
                                         Investment Advisers, LLC; Thompson, Siegel & Walmsley LLC
  Investment Objective:                  The fund seeks long-term capital appreciation.

                                                               34
Nationwide Variable Insurance Trust - NVIT Multi-Manager Small Cap Growth Fund: Class III
  Investment Advisor:                    Nationwide Fund Advisors
  Sub-advisor:                           Waddell & Reed Investment Management Company; OppenheimerFunds, Inc.
  Investment Objective:                  The Fund seeks capital growth.
Designation: STTF
Nationwide Variable Insurance Trust - NVIT Multi-Manager Small Cap Value Fund: Class III
  Investment Advisor:                    Nationwide Fund Advisors
  Sub-advisor:                           Aberdeen Asset Management, Inc.; Epoch Investment Partners, Inc.; J.P. Morgan
                                         Investment Management Inc.
  Investment Objective:                  The Fund seeks capital appreciation.
Designation: STTF
Nationwide Variable Insurance Trust - NVIT Multi-Manager Small Company Fund: Class III
  Investment Advisor:                    Nationwide Fund Advisors
  Sub-advisor:                           Aberdeen Asset Management, Inc.; Morgan Stanley Investment Management;
                                         Neuberger Berman Management, Inc.; Putnam Investment Management, LLC;
                                         and Waddell & Reed Investment Management Company
  Investment Objective:                  The Fund seeks capital appreciation.
Designation: STTF
Nationwide Variable Insurance Trust - NVIT Nationwide Fund: Class III
  Investment Advisor:                    Nationwide Fund Advisors
  Sub-advisor:                           Aberdeen Asset Management, Inc. and Diamond Hill Capital Management, Inc.
  Investment Objective:                  The Fund seeks total return through a flexible combination of capital appreciation
                                         and current income.
Designation: STTF
Nationwide Variable Insurance Trust - NVIT Short Term Bond Fund: Class II
  Investment Advisor:                    Nationwide Fund Advisors
  Sub-advisor:                           Nationwide Asset Management, LLC
  Investment Objective:                  The Fund seeks to provide a high level of current income while preserving capital
                                         and minimizing fluctuations in share value.
PIMCO Variable Insurance Trust - All Asset Portfolio: Advisor Class
  Investment Advisor:                   Pacific Investment Management Company LLC
  Sub-advisor:                          Research Affiliates
  Investment Objective:                 The fund seeks maximum real return, consistent with preservation of real capital
                                        and prudent investment management.
Designation: FF
PIMCO Variable Insurance Trust - Commodity RealReturn® Strategy Portfolio: Advisor Class
  Investment Advisor:                 Pacific Investment Management Company LLC
  Investment Objective:               The fund seeks maximum real return.
PIMCO Variable Insurance Trust - Emerging Markets Bond Portfolio: Advisor Class
  Investment Advisor:                  Pacific Investment Management Company LLC
  Investment Objective:                Seeks maximum total return consistent with preservation of capital and prudent
                                       investment management. The Portfolio seeks to achieve its investment objective
                                       by investing under normal circumstances at least 80% of its assets in Fixed
                                       Income Instruments that are economically tied to emerging market countries
                                       which may be represented by forwards or derivatives such as options, futures
                                       contracts or swap agreements.
PIMCO Variable Insurance Trust - Foreign Bond Portfolio (Unhedged): Advisor Class
  Investment Advisor:                   Pacific Investment Management Company LLC
  Investment Objective:                 Seeks maximum total return consistent with preservation of capital and prudent
                                        investment management. The Portfolio seeks to achieve its investment objective by
                                        investing under normal circumstances at least 80% of its assets in Fixed Income
                                        Instruments that are economically tied to foreign (non-U.S.) countries, representing at
                                        least three foreign countries, which may be represented by forwards or derivatives
                                        such as options, futures contracts or swap agreements.

                                                                 35
PIMCO Variable Insurance Trust - Global Bond (Unhedged): Advisor Class
  Investment Advisor:                   Pacific Investment Management Company LLC
  Investment Objective:                 Seeks maximum total return consistent with preservation of capital and prudent
                                        investment management. The portfolio seeks to achieve its investment objective
                                        by investing under normal circumstances at least 80% of its assets in Fixed
                                        Income Instruments that are economically tied to at least three countries (one of
                                        which may be the U.S.), which may be represented by forwards or derivatives
                                        such as options, futures contracts or sweep agreements.
PIMCO Variable Insurance Trust - High Yield Portfolio: Advisor Class
  Investment Advisor:                   Pacific Investment Management Company LLC
  Investment Objective:                 Seeks maximum total return consistent with preservation of capital and prudent
                                        investment management. The portfolio seeks to achieve its investment objective
                                        by investing under normal circumstances at least 80% of its assets in a diversified
                                        portfolio of high yield securities ("junk bonds"), which may be represented by
                                        forwards or derivatives such as options, futures contracts, or swap agreements,
                                        rated below investment grade but rated at least Caa by Moody's, or equivalently
                                        rated by S&P of Fitch, or, if unrated, determined by PIMCO to be of at
                                        comparable quality.
PIMCO Variable Insurance Trust - Low Duration Portfolio: Advisor Class
  Investment Advisor:                  Pacific Investment Management Company LLC
  Investment Objective:                Seeks maximum total return, consistent with preservation of capital and prudent
                                       investment management. The Portfolio seeks to achieve its investment objective
                                       by investing under normal circumstances at least 65% of its assets in a diversified
                                       portfolio of Fixed Income Instruments of varying maturities, which may be
                                       represented by forwards or derivatives such as options, futures contracts or swap
                                       agreements.
PIMCO Variable Insurance Trust - Total Return Portfolio: Advisor Class
  Investment Advisor:                   Pacific Investment Management Company LLC
  Investment Objective:                 The fund seeks maximum total return, consistent with preservation of capital and
                                        prudent investment management.
Pioneer Variable Contracts Trust - Pioneer Emerging Markets VCT Portfolio: Class II
  Investment Advisor:                      Pioneer Investment Management, Inc.
  Investment Objective:                    Long-term growth of capital.
Pioneer Variable Contracts Trust - Pioneer High Yield VCT Portfolio: Class II
  Investment Advisor:                      Pioneer Investment Management, Inc.
  Investment Objective:                    Maximize total return through a combination of income and capital appreciation.
                                           Normally, the portfolio invests at least 80% of its total assets in below investment
                                           grade (high yield) debt securities and preferred stocks.
ProFunds - ProFund VP Access High Yield Fund
  Investment Advisor:                   ProFund Advisors LLC
  Investment Objective:                 The Access VP High Yield Fund (the “Fund”) seeks to provide investment results
                                        that correspond generally to the total return of the high yield market consistent
                                        with maintaining reasonable liquidity.
ProFunds - ProFund VP Asia 30
  Investment Advisor:                         ProFund Advisors LLC
  Investment Objective:                       ProFund VP Asia 30 seeks daily investment results, before fees and expenses, that
                                              correspond to the daily performance of the ProFunds Asia 30 Index.
ProFunds - ProFund VP Banks
  Investment Advisor:                         ProFund Advisors LLC
  Investment Objective:                       The fund seeks daily investment results, before fees and expenses, that correspond
                                              to the daily performance of the Dow Jones U.S. Banks Index.
ProFunds - ProFund VP Basic Materials
  Investment Advisor:                         ProFund Advisors LLC
  Investment Objective:                       The fund seeks daily investment results, before fees and expenses, that correspond
                                              to the daily performance of the Dow Jones U.S. Basic Materials Index.

                                                                 36
ProFunds - ProFund VP Bear
  Investment Advisor:                      ProFund Advisors LLC
  Investment Objective:                    ProFund VP Bear seeks daily investment results, before fees and expenses, that
                                           correspond to the inverse (opposite) of the daily performance of the S&P 500
                                           Index.
ProFunds - ProFund VP Biotechnology
  Investment Advisor:                      ProFund Advisors LLC
  Investment Objective:                    The fund seeks daily investment results, before fees and expenses, that correspond
                                           to the daily performance of the Dow Jones U.S. Biotechnology Index.
ProFunds - ProFund VP Bull
  Investment Advisor:                      ProFund Advisors LLC
  Investment Objective:                    ProFund VP Bull seeks daily investment results, before fees and expenses, that
                                           correspond to the daily performance of the S&P 500 Index.
ProFunds - ProFund VP Consumer Goods
  Investment Advisor:                ProFund Advisors LLC
  Investment Objective:              The fund seeks daily investment results, before fees and expenses, that correspond
                                     to the daily performance of the Dow Jones U.S. Consumer Goods Index.
ProFunds - ProFund VP Consumer Services
  Investment Advisor:                 ProFund Advisors LLC
  Investment Objective:               The fund seeks daily investment results, before fees and expenses, that correspond
                                      to the daily performance of the Dow Jones U.S. Consumer Services Index.
ProFunds - ProFund VP Emerging Markets
  Investment Advisor:                 ProFund Advisors LLC
  Investment Objective:               ProFund VP Emerging Markets seeks daily investment results, before fees and
                                      expenses, that correspond to the daily performance of The Bank of New York
                                      Mellon Emerging Markets 50 ADR Index.
ProFunds - ProFund VP Europe 30
  Investment Advisor:                      ProFund Advisors LLC
  Investment Objective:                    ProFund VP Europe 30 seeks daily investment results, before fees and expenses,
                                           that correspond to the daily performance of the Pro-Funds Europe 30 Index.
ProFunds - ProFund VP Financials
  Investment Advisor:                      ProFund Advisors LLC
  Investment Objective:                    The fund seeks daily investment results, before fees and expenses, that correspond
                                           to the daily performance of the Dow Jones U.S. Financials Index.
ProFunds - ProFund VP Health Care
  Investment Advisor:                      ProFund Advisors LLC
  Investment Objective:                    The fund seeks daily investment results, before fees and expenses, that correspond
                                           to the daily performance of the Dow Jones U.S. Health Care Index
ProFunds - ProFund VP Industrials
  Investment Advisor:                      ProFund Advisors LLC
  Investment Objective:                    The fund seeks daily investment results, before fees and expenses, that correspond
                                           to the daily performance of the Dow Jones U.S. Industrials Index.
ProFunds - ProFund VP International
  Investment Advisor:                      ProFund Advisors LLC
  Investment Objective:                    ProFund VP International seeks daily investment results, before fees and
                                           expenses, that correspond to the daily performance of the Morgan Stanley Capital
                                           International Europe, Australasia and Far East (“MSCI EAFE”) Index.
ProFunds - ProFund VP Internet
  Investment Advisor:                      ProFund Advisors LLC
  Investment Objective:                    The fund seeks daily investment results, before fees and expenses, that correspond
                                           to the daily performance of the Dow Jones Internet Composite Index.




                                                              37
ProFunds - ProFund VP Japan
  Investment Advisor:                       ProFund Advisors LLC
  Investment Objective:                     ProFund VP Japan seeks daily investment results, before fees and expenses, that
                                            correspond to the daily performance of the Nikkei 225 Stock Average.
ProFunds - ProFund VP NASDAQ-100
  Investment Advisor:                       ProFund Advisors LLC
  Investment Objective:                     ProFund VP NASDAQ-100 seeks daily investment results, before fees and
                                            expenses, that correspond to the daily performance of the NASDAQ-100 Index.
ProFunds - ProFund VP Oil and Gas
  Investment Advisor:                       ProFund Advisors LLC
  Investment Objective:                     ProFund VP Oil & Gas seeks daily investment results, before fees and expenses,
                                            that correspond to the daily performance of the Dow Jones U.S. Oil & Gas Index.
ProFunds - ProFund VP Pharmaceuticals
  Investment Advisor:                 ProFund Advisors LLC
  Investment Objective:               The fund seeks daily investment results, before fees and expenses, that correspond
                                      to the daily performance of the Dow Jones U.S. Pharmaceuticals Index.
ProFunds - ProFund VP Precious Metals
  Investment Advisor:                       ProFund Advisors LLC
  Investment Objective:                     The fund seeks daily investment results, before fees and expenses, that correspond
                                            to the daily performance of the Dow Jones Precious Metals Index.
ProFunds - ProFund VP Real Estate
  Investment Advisor:                       ProFund Advisors LLC
  Investment Objective:                     The fund seeks daily investment results, before fees and expenses, that correspond
                                            to the daily performance of the Dow Jones U.S. Real Estate Index.
ProFunds - ProFund VP Rising Rates Opportunity
  Investment Advisor:                  ProFund Advisors LLC
  Investment Objective:                ProFund VP Rising Rates Opportunity seeks daily investment results, before fees
                                       and expenses, that correspond to one and one-quarter times (125%) the inverse
                                       (opposite) of the daily price movement of the most recently issued 30-year U.S.
                                       Treasury Bond (“Long Bond”).
ProFunds - ProFund VP Semiconductor
  Investment Advisor:                       ProFund Advisors LLC
  Investment Objective:                     The fund seeks daily investment results, before fees and expenses, that correspond
                                            to the daily performance of the Dow Jones U.S. Semiconductors Index.
ProFunds - ProFund VP Short Emerging Markets
  Investment Advisor:                 ProFund Advisors LLC
  Investment Objective:               ProFund VP Short Emerging Markets seeks daily investment results, before fees
                                      and expenses, that correspond to the inverse (opposite) of the daily performance
                                      of The Bank of New York Mellon Emerging Markets 50 ADR Index.
ProFunds - ProFund VP Short International
  Investment Advisor:                   ProFund Advisors LLC
  Investment Objective:                 ProFund VP Short International seeks daily investment results, before fees and
                                        expenses, that correspond to the inverse (opposite) of the daily performance of the
                                        Morgan Stanley Capital International Europe, Australasia and Far East (“MSCI
                                        EAFE”) Index.
ProFunds - ProFund VP Short NASDAQ-100
  Investment Advisor:                ProFund Advisors LLC
  Investment Objective:              ProFund VP Short NASDAQ-100 (formerly ProFund VP Short OTC) seeks daily
                                     investment results, before fees and expenses, that correspond to the inverse
                                     (opposite) of the daily performance of the NASDAQ-100 Index.
ProFunds - ProFund VP Technology
  Investment Advisor:                       ProFund Advisors LLC
  Investment Objective:                     The fund seeks daily investment results, before fees and expenses, that correspond
                                            to the daily performance of the Dow Jones U.S. Technology Index.

                                                               38
ProFunds - ProFund VP Telecommunications
  Investment Advisor:                 ProFund Advisors LLC
  Investment Objective:               The fund seeks daily investment results, before fees and expenses, that correspond
                                      to the daily performance of the Dow Jones U.S Telecommunications Index.
ProFunds - ProFund VP U.S. Government Plus
  Investment Advisor:                 ProFund Advisors LLC
  Investment Objective:               ProFund VP U.S. Government Plus seeks daily investment results, before fees
                                      and expenses, that correspond to one and one-quarter times (125%) the daily price
                                      movement of the most recently issued 30-year U.S. Treasury Bond (“Long
                                      Bond”).
ProFunds - ProFund VP UltraNASDAQ-100
  Investment Advisor:               ProFund Advisors LLC
  Investment Objective:             ProFund VP UltraNASDAQ-100 (formerly ProFund VP Ultra OTC) seeks daily
                                    investment results, before fees and expenses, that correspond to twice (200%) the
                                    daily performance of the NASDAQ-100 Index.
ProFunds - ProFund VP UltraShort NASDAQ-100
  Investment Advisor:                ProFund Advisors LLC
  Investment Objective:              ProFund VP UltraShort NASDAQ-100 seeks daily investment results, before fees
                                     and expenses, that correspond to twice (200%) the inverse (opposite) of the daily
                                     performance of the NASDAQ-100 Index.
ProFunds - ProFund VP Utilities
  Investment Advisor:                         ProFund Advisors LLC
  Investment Objective:                       The fund seeks daily investment results, before fees and expenses, that correspond
                                              to the daily performance of the Dow Jones U.S. Utilities Index.
Rydex Variable Trust - All-Asset Strategy Aggressive Fund
  Investment Advisor:                      Security Global Investors
  Investment Objective:                    Seeks growth of capital.
Designation: FF
Rydex Variable Trust - All-Asset Strategy ConservativeFund
  Investment Advisor:                      Security Global Investors
  Investment Objective:                    Primarily seeks preservation of capital and, secondarily seeks long-term growth of
                                           capital.
Designation: FF
Rydex Variable Trust - All-Asset Strategy Moderate Fund
  Investment Advisor:                      Security Global Investors
  Investment Objective:                    Primarily seeks growth of capital and, secondarily seeks preservation of capital.
Designation: FF
Rydex Variable Trust - Alternative Strategies Allocation Fund
  Investment Advisor:                      Security Global Investors
  Investment Objective:                    Seeks to deliver a return that has a low correlation to the returns of traditional
                                           stock and bond asset classes as well as provide capital appreciation.
Designation: FF
Rydex Variable Trust - Amerigo Fund
  Investment Advisor:                         Security Global Investors
  Sub-advisor:                                CLS Investment Firm, LLC
  Investment Objective:                       Long-term capital growth without regard to current income.
Rydex Variable Trust - Banking Fund
  Investment Advisor:                         Security Global Investors
  Investment Objective:                       Capital appreciation by investing in companies that are involved in the banking
                                              sector, including commercial banks (and their holding companies) and savings
                                              and loan institutions.



                                                                  39
Rydex Variable Trust - Basic Materials Fund
  Investment Advisor:                     Security Global Investors
  Investment Objective:                   Capital appreciation by investing in companies engaged in the mining,
                                          manufacture, or sale of basic materials, such as lumber, steel, iron, aluminum,
                                          concrete, chemicals and other basic building and manufacturing materials.
Rydex Variable Trust - Biotechnology Fund
  Investment Advisor:                    Security Global Investors
  Investment Objective:                  Capital appreciation by investing in companies that are involved in the
                                         biotechnology industry, including companies involved in research and
                                         development, genetic or other biological engineering, and in the design,
                                         manufacture, or sale of related biotechnology products or services.
Rydex Variable Trust - Clermont Fund
  Investment Advisor:                          Security Global Investors
  Sub-advisor:                                 CLS Investment Firm, LLC
  Investment Objective:                        A combination of current income and growth of capital.
Rydex Variable Trust - Commodities Strategy Fund
  Investment Advisor:                    Security Global Investors
  Investment Objective:                  Seeks to provide investment results that correlate to the performance of the
                                         Goldman Sachs Commodity Total Return Index ("GSCI® Index").
Rydex Variable Trust - Consumer Products Fund
  Investment Advisor:                   Security Global Investors
  Investment Objective:                 Capital appreciation by investing in companies engaged in manufacturing finished
                                        goods and services both domestically and internationally.
Rydex Variable Trust - Dow 2x Strategy Fund
  Investment Advisor:                    Security Global Investors
  Investment Objective:                  Investment results that correspond to 200% of the daily performance of the Dow
                                         Jones Industrial Average.
Rydex Variable Trust - DWA Flexible Allocation Fund
  Investment Advisor:                    Security Global Investors
  Sub-advisor:                           Dorsey, Wright & Associates, Inc.
  Investment Objective:                  Seeks to provide capital appreciation with capital preservation as a secondary objective.
Rydex Variable Trust - DWA Sector Rotation Fund
  Investment Advisor:                   Security Global Investors
  Sub-advisor:                          Dorsey, Wright & Associates, Inc.
  Investment Objective:                 Seeks to provide long-term capital appreciation.
Rydex Variable Trust - Electronics Fund
  Investment Advisor:                          Security Global Investors
  Investment Objective:                        Capital appreciation by investing in companies that are involved in the electronics
                                               sector, including semiconductor manufacturers and distributors, and makers and
                                               vendors of other electronic components and devices.
Rydex Variable Trust - Energy Fund
  Investment Advisor:                          Security Global Investors
  Investment Objective:                        Capital appreciation by investing in companies involved in the energy field,
                                               including the exploration, production, and development of oil, gas, coal and
                                               alternative sources of energy.
Rydex Variable Trust - Energy Services Fund
  Investment Advisor:                    Security Global Investors
  Investment Objective:                  Capital appreciation by investing in companies that are involved in the energy
                                         services field, including those that provide services and equipment in the areas of
                                         oil, coal, and gas exploration and production.
Rydex Variable Trust - Europe 1.25x Strategy Fund
  Investment Advisor:                     Security Global Investors
  Investment Objective:                   Investment results that correspond to the daily performance of the Dow Jones
                                          STOXX 50 Index.

                                                                  40
Rydex Variable Trust - Financial Services Fund
  Investment Advisor:                      Security Global Investors
  Investment Objective:                    Capital appreciation by investing in companies that are involved in the financial
                                           services sector.
Designation: ATF
Rydex Variable Trust - Government Long Bond 1.2x Strategy Fund
  Investment Advisor:                   Security Global Investors
  Investment Objective:                 Investment results that correspond with 120% of the daily price movement of the
                                        Long Treasury Bond.
Designation: ATF
Rydex Variable Trust - Health Care Fund
  Investment Advisor:                   Security Global Investors
  Investment Objective:                 Capital appreciation by investing in companies that are involved in the health care
                                        industry.
Designation: ATF
Rydex Variable Trust - Internet Fund
  Investment Advisor:                         Security Global Investors
  Investment Objective:                       Capital appreciation by investing in companies that provide products or services
                                              designed for or related to the Internet.
Designation: ATF
Rydex Variable Trust - Inverse Dow 2x Strategy Fund
  Investment Advisor:                     Security Global Investors
  Investment Objective:                   Investment results that inversely correspond to 200% of the daily performance of
                                          the Dow Jones Industrial Average.
Designation: ATF
Rydex Variable Trust - Inverse Government Long Bond Strategy Fund
  Investment Advisor:                   Security Global Investors
  Investment Objective:                 Investment results that inversely correspond to the daily performance of the Long
                                        Treasury Bond.
Rydex Variable Trust - Inverse Mid-Cap Strategy Fund
  Investment Advisor:                    Security Global Investors
  Investment Objective:                  Investment results that inversely correspond to the daily performance of the S&P
                                         Mid Cap 400® Index.
Rydex Variable Trust - Inverse NASDAQ-100® Strategy Fund
  Investment Advisor:                  Security Global Investors
  Investment Objective:                Investment results that inversely correspond to the daily performance of the
                                       NASDAQ 100 Index®.
Rydex Variable Trust - Inverse Russell 2000® Strategy Fund
  Investment Advisor:                      Security Global Investors
  Investment Objective:                    Investment results that inversely correspond to the daily performance of the
                                           Russell 2000 Index®.
Rydex Variable Trust - Inverse S&P 500 Strategy Fund
  Investment Advisor:                    Security Global Investors
  Investment Objective:                  Investment results that will inversely correlate to the daily performance of the S&P
                                         500® Index.
Rydex Variable Trust - Japan 2x Strategy Fund
  Investment Advisor:                     Security Global Investors
  Investment Objective:                   Investment results that correlate to the daily performance of the Nikkei 225 Stock
                                          Average.
Rydex Variable Trust - Leisure Fund
  Investment Advisor:                         Security Global Investors
  Investment Objective:                       Capital appreciation by investing in companies engaged in leisure and
                                              entertainment businesses.
                                                                  41
Rydex Variable Trust - Managed Futures Strategy Fund
  Investment Advisor:                   Security Global Investors
  Investment Objective:                 The Managed Futures Strategy Fund seeks to provide investment results that
                                        match the performance of a benchmark for measuring trends in the commodity
                                        and financial futures markets.
Rydex Variable Trust - Mid-Cap 1.5x Strategy Fund
  Investment Advisor:                    Security Global Investors
  Investment Objective:                  Investment results that correspond to the daily performance of the S&P MidCap
                                         400® Index.
Rydex Variable Trust - Multi-Hedge Strategies Fund
  Investment Advisor:                    Security Global Investors
  Investment Objective:                  Capital appreciation consistent with the return and risk characteristics of the
                                         hedge fund universe and, secondarily, to achieve these returns with low
                                         correlation to and less volatility than equity indices.
Rydex Variable Trust - NASDAQ-100® 2x Strategy Fund
  Investment Advisor:                 Security Global Investors
  Investment Objective:               Investment results that correspond to 200% of the daily performance of the
                                      NASDAQ 100 Index®.
Rydex Variable Trust - NASDAQ-100® Fund
  Investment Advisor:                 Security Global Investors
  Investment Objective:               Investment results that correspond to the daily performance of the NASDAQ 100
                                      Index®.
Rydex Variable Trust - Nova Fund
  Investment Advisor:                        Security Global Investors
  Investment Objective:                      Investment results that correspond to 150% of the daily performance of the S&P
                                             500® Index.
Rydex Variable Trust - Precious Metals Fund
  Investment Advisor:                    Security Global Investors
  Investment Objective:                  Capital appreciation by investing in U.S. and foreign companies that are involved
                                         in the precious metals sector, including exploration, mining, production and
                                         development, and other precious metals-related services.
Rydex Variable Trust - Real Estate Fund
  Investment Advisor:                        Security Global Investors
  Investment Objective:                      Capital appreciation by investing in companies that are involved in the real estate
                                             industry including real estate investment trusts.
Rydex Variable Trust - Retailing Fund
  Investment Advisor:                        Security Global Investors
  Investment Objective:                      Capital appreciation by investing in companies engaged in merchandising
                                             finished goods and services, including department stores, restaurant franchises,
                                             mail order operations and other companies involved in selling products to
                                             consumers.
Rydex Variable Trust - Russell 2000® 1.5x Strategy Fund
  Investment Advisor:                     Security Global Investors
  Investment Objective:                   Investment results that correspond to the daily performance of the Russell 2000
                                          Index®.
Rydex Variable Trust - S&P 500 2x Strategy Fund
  Investment Advisor:                    Security Global Investors
  Investment Objective:                  Investment results that correspond to 200% of the daily performance of the S&P
                                         500® Index.
Rydex Variable Trust - S&P 500 Pure Growth Fund
  Investment Advisor:                   Security Global Investors
  Investment Objective:                 Investment results that correspond to the daily performance of the S&P
                                        500/Citigroup Pure Growth Index.


                                                                 42
Rydex Variable Trust - S&P 500 Pure Value Fund
  Investment Advisor:                   Security Global Investors
  Investment Objective:                 Investment results that correspond to the daily performance of the S&P
                                        500/Citigroup Pure Growth Index.
Rydex Variable Trust - S&P MidCap 400 Pure Growth Fund
  Investment Advisor:                  Security Global Investors
  Investment Objective:                Investment results that correspond to the daily performance of the S&P MidCap
                                       400/Citigroup Pure Growth Index.
Rydex Variable Trust - S&P MidCap 400 Pure Value Fund
  Investment Advisor:                  Rydex Investments
  Investment Objective:                Investment results that correspond to the daily performance of the S&P MidCap
                                       400/Citigroup Pure Growth Index.
Rydex Variable Trust - S&P SmallCap 600 Pure Growth Fund
  Investment Advisor:                   Security Global Investors
  Investment Objective:                 Investment results that correspond to the daily performance of the S&P SmallCap
                                        600/Citigroup Pure Growth Index.
Rydex Variable Trust - S&P SmallCap 600 Pure Value Fund
  Investment Advisor:                   Security Global Investors
  Investment Objective:                 Investment results that correspond to the daily performance of the S&P SmallCap
                                        600/Citigroup Pure Value Index.
Rydex Variable Trust - Select Allocation Fund
  Investment Advisor:                      Security Global Investors
  Sub-advisor:                             CLS Investment Firm, LLC
  Investment Objective:                    Growth of capital and total return.
Rydex Variable Trust - Strengthening Dollar 2x Strategy Fund
  Investment Advisor:                     Security Global Investors
  Investment Objective:                   Investment results that correspond to 200% of the daily performance of the U.S.
                                          Dollar Index.
Rydex Variable Trust - Technology Fund
  Investment Advisor:                        Security Global Investors
  Investment Objective:                      Capital appreciation by investing in companies that are involved in the technology
                                             sector, including computer software and service companies, semiconductor
                                             manufacturers, networking and telecommunications equipment manufacturers, PC
                                             hardware and peripherals companies.
Rydex Variable Trust - Telecommunications Fund
  Investment Advisor:                   Security Global Investors
  Investment Objective:                 Capital appreciation by investing in companies engaged in the development,
                                        manufacture, or sale of communications services or communications equipment.
Rydex Variable Trust - Transportation Fund
  Investment Advisor:                    Security Global Investors
  Investment Objective:                  Capital appreciation by investing in companies engaged in providing
                                         transportation services or companies engaged in the design, manufacture,
                                         distribution, or sale of transportation equipment.
Rydex Variable Trust - U.S. Long Short Momentum Fund
  Investment Advisor:                    Security Global Investors
  Investment Objective:                  Long-term capital appreciation.
Rydex Variable Trust - Utilities Fund
  Investment Advisor:                        Security Global Investors
  Investment Objective:                      Capital appreciation by investing in companies that operate public utilities.
Rydex Variable Trust - Weakening Dollar 2x Strategy Fund
  Investment Advisor:                    Security Global Investors
  Investment Objective:                  Investment results that correspond to 200% of the daily performance of the U.S.
                                         Dollar Index.

                                                                 43
The Universal Institutional Funds, Inc. - Emerging Markets Debt Portfolio: Class II
  Investment Advisor:                       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. - Global Real Estate Portfolio: Class II
  Investment Advisor:                       Morgan Stanley Investment Management Inc.
  Sub-advisor:                              Morgan Stanley Investment Management Limited and Morgan Stanley
                                            Investment Management Company
  Investment Objective:                     The Portfolio seeks to provide current income and capital appreciation.
The Universal Institutional Funds, Inc. - Global Tactical Asset Allocation Portfolio: Class II
  Investment Advisor:                       Morgan Stanley Investment Management Inc.
  Sub-advisor:                              Morgan Stanley Investment Management Limited and Morgan Stanley
                                            Investment Management Company
  Investment Objective:                     The fund seeks total return.
Van Eck VIP Trust - Van Eck VIP Global Hard Assets Fund: Initial Class
  Investment Advisor:                   Van Eck Associates Corporation
  Investment Objective:                 Long-term capital appreciation by investing primarily in hard asset securities.
                                        Income is a secondary consideration.
Van Eck VIP Trust - Van Eck VIP Multi-Manager Alternatives Fund: Initial Class
  Investment Advisor:                  Van Eck Associates Corporation
  Investment Objective:                The fund seeks to achieve consistent absolute (positive) returns in various market
                                       cycles. The fund's objective is fundamental and may only be changed with the
                                       approval of shareholders.




                                                                44
Appendix B: Condensed Financial Information
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 0.45%) and contracts with all optional
benefits available on December 31, 2010 (the maximum Variable Account charge of 1.55%). The term "Period" is defined as a
complete calendar year, unless otherwise noted. Those Periods with an asterisk (*) reflect Accumulation Unit information for a partial
year only. 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 Company
                                      5100 Rings Road, RR1-04-F4
                                      Dublin, Ohio 43017-1522
               checking
               online at:             www.nationwide.com
The following Sub-Accounts were available effective May 1, 2011, therefore, no Condensed Financial Information is available:
AllianceBernstein Variable Products Series Fund, Inc.
    • AllianceBernstein VPS Balanced Wealth Strategy Portfolio: Class B
American Century Variable Portfolios II, Inc.
    • American Century VP Inflation Protection Fund: Class II
Fidelity Variable Insurance Products Fund
    • VIP Asset Manager Portfolio: Service Class 2
MFS® Variable Insurance Trust II
    • MFS Global Tactical Allocation Portfolio: Service Class
Nationwide Variable Insurance Trust
    • American Funds NVIT Asset Allocation Fund: Class II
    • NVIT Core Plus Bond Fund: Class II
    • NVIT Short Term Bond Fund: Class II
PIMCO Variable Insurance Trust
    • All Asset Portfolio: Advisor Class
    • Low Duration Portfolio: Advisor Class
    • Total Return Portfolio: Advisor Class
ProFunds
    • ProFund VP Banks
    • ProFund VP Basic Materials
    • ProFund VP Biotechnology
    • ProFund VP Consumer Goods
    • ProFund VP Consumer Services
    • ProFund VP Financials
    • ProFund VP Health Care
    • ProFund VP Industrials
    • ProFund VP Internet
    • ProFund VP Pharmaceuticals
    • ProFund VP Precious Metals
    • ProFund VP Real Estate
    • ProFund VP Semiconductor
    • ProFund VP Technology
    • ProFund VP Telecommunications
    • ProFund VP Utilities
The Universal Institutional Funds, Inc.
    • Emerging Markets Debt Portfolio: Class II
    • Global Real Estate Portfolio: Class II
    • Global Tactical Asset Allocation Portfolio: Class II
Van Eck VIP Trust
    • Van Eck VIP Global Hard Assets Fund: Initial Class
Van Eck Worldwide Insurance Trust
    • Van Eck VIP Multi-Manager Alternatives Fund: Initial Class

                                                                 45
                                        No Contract Options Elected (Total 0.45%)
                     (Variable account charges of 0.45% of the daily net assets of the variable account)
         Sub-Accounts          Accumulation Unit Accumulation Unit          Percentage         Number of    Period
                               Value at Beginning     Value at End of        Change in       Accumulation
                                   of Period              Period           Accumulation Units at End of
                                                                            Unit Value           Period


American Century Variable                10.000000            10.425522             4.26%               0   2010
Portfolios, Inc. - American
Century VP Income & Growth
Fund: Class III - Q/NQ



American Century Variable                10.000000            10.481925             4.82%               0   2010
Portfolios, Inc. - American
Century VP Value Fund: Class
III - Q/NQ



BlackRock Variable Series                10.000000            10.680654             6.81%               0   2010
Funds, Inc. - BlackRock Global
Allocation V.I. Fund - Class III
- Q/NQ


Credit Suisse Trust -                    10.000000            11.911231           19.11%              130   2010
Commodity Return Strategy
Portfolio - Q/NQ


Fidelity Variable Insurance              10.000000            10.367344             3.67%               0   2010
Products Fund - VIP Equity-
Income Portfolio: Service Class
2R - Q/NQ



Fidelity Variable Insurance              10.000000            11.226480           12.26%              505   2010
Products Fund - VIP Growth
Portfolio: Service Class 2R -
Q/NQ



Franklin Templeton Variable              10.000000            10.478770             4.79%               0   2010
Insurance Products Trust -
Franklin Templeton VIP
Founding Funds Allocation
Fund: Class 2 - Q/NQ



Ivy Funds Variable Insurance             10.000000            10.499842             5.00%           8,812   2010
Portfolios, Inc. - Asset Strategy
- Q/NQ




                                                                   46
        Sub-Accounts             Accumulation Unit    Accumulation Unit     Percentage      Number of        Period
                                 Value at Beginning    Value at End of      Change in      Accumulation
                                     of Period             Period          Accumulation    Units at End of
                                                                            Unit Value         Period


NVIT Federated NVIT High                  10.000000            10.657936           6.58%            39,911   2010
Income Bond Fund: Class III -
Q/NQ


NVIT NVIT Cardinal(sm)                    10.000000            10.804287           8.04%                 0   2010
Aggressive Fund: Class II -
Q/NQ


NVIT NVIT Cardinal(sm)                    10.000000            10.531506           5.32%                 0   2010
Balanced Fund: Class II - Q/NQ


NVIT NVIT Cardinal(sm)                    10.000000            10.651096           6.51%                 0   2010
Capital Appreciation Fund:
Class II - Q/NQ


NVIT NVIT Cardinal(sm)                    10.000000            10.345820           3.46%                 0   2010
Conservative Fund: Class II -
Q/NQ


NVIT NVIT Cardinal(sm)                    10.000000            10.584630           5.85%                 0   2010
Moderate Fund: Class II - Q/NQ


NVIT NVIT Cardinal(sm)                    10.000000            10.717008           7.17%                 0   2010
Moderately Aggressive Fund:
Class II - Q/NQ


NVIT NVIT Cardinal(sm)                    10.000000            10.468380           4.68%                 0   2010
Moderately Conservative Fund:
Class II - Q/NQ


NVIT NVIT Emerging Markets                10.000000            11.336741          13.37%               704   2010
Fund: Class III - Q/NQ


NVIT NVIT Government Bond                 10.000000            10.212063           2.12%            11,832   2010
Fund: Class III - Q/NQ


NVIT NVIT Investor                        10.000000            10.677477           6.77%                 0   2010
Destinations Aggressive Fund:
Class VI - Q/NQ


NVIT NVIT Investor                        10.000000            10.460882           4.61%                 0   2010
Destinations Balanced Fund:
Class VI - Q/NQ




                                                                   47
        Sub-Accounts              Accumulation Unit    Accumulation Unit     Percentage      Number of        Period
                                  Value at Beginning    Value at End of      Change in      Accumulation
                                      of Period             Period          Accumulation    Units at End of
                                                                             Unit Value         Period


NVIT NVIT Investor                         10.000000            10.563166           5.63%                 0   2010
Destinations Capital
Appreciation: Class VI - Q/NQ


NVIT NVIT Investor                         10.000000            10.287481           2.87%            96,885   2010
Destinations Conservative
Fund: Class VI - Q/NQ


NVIT NVIT Investor                         10.000000            10.498571           4.99%                 0   2010
Destinations Moderate Fund:
Class VI - Q/NQ


NVIT NVIT Investor                         10.000000            10.608145           6.08%                 0   2010
Destinations Moderately
Aggressive Fund: Class VI -
Q/NQ



NVIT NVIT Investor                         10.000000            10.400214           4.00%            40,087   2010
Destinations Moderately
Conservative Fund: Class VI -
Q/NQ



NVIT NVIT Money Market                      9.997529             9.952557          -0.45%           326,461   2010
Fund: Class II - Q/NQ                      10.000000             9.997529          -0.02%            70,341   2009*


NVIT NVIT Multi-Manager                    10.000000            11.216372          12.16%            38,174   2010
International Growth Fund:
Class VI - Q/NQ


NVIT NVIT Multi-Manager                    10.000000            10.684909           6.85%            49,075   2010
International Value Fund: Class
VI - Q/NQ


NVIT NVIT Multi-Manager                    10.000000            10.836040           8.36%               258   2010
Large Cap Growth Fund: Class
II - Q/NQ


NVIT NVIT Multi-Manager                    10.000000            10.329804           3.30%               274   2010
Large Cap Value Fund: Class II
- Q/NQ




                                                                    48
        Sub-Accounts              Accumulation Unit    Accumulation Unit     Percentage      Number of        Period
                                  Value at Beginning    Value at End of      Change in      Accumulation
                                      of Period             Period          Accumulation    Units at End of
                                                                             Unit Value         Period


NVIT NVIT Multi-Manager                    10.000000            11.296658          12.97%               968   2010
Mid Cap Growth Fund: Class II
- Q/NQ


NVIT NVIT Multi-Manager                    10.000000            10.847515           8.48%               263   2010
Mid Cap Value Fund: Class II -
Q/NQ


NVIT NVIT Multi-Manager                    10.000000            11.228316          12.28%               259   2010
Small Cap Growth Fund: Class
III - Q/NQ


NVIT NVIT Multi-Manager                    10.000000            10.781514           7.82%               270   2010
Small Cap Value Fund: Class
III - Q/NQ


NVIT NVIT Multi-Manager                    10.000000            11.083296          10.83%                 0   2010
Small Company Fund: Class III
- Q/NQ


NVIT NVIT Nationwide Fund:                 10.000000            10.456652           4.57%                 0   2010
Class III - Q/NQ


PIMCO Variable Insurance                   10.000000            12.324497          23.24%            74,007   2010
Trust - Commodity
RealReturn® Strategy Portfolio:
Advisor Class - Q/NQ



PIMCO Variable Insurance                   10.000000            10.660602           6.61%            83,085   2010
Trust - Emerging Markets Bond
Portfolio: Advisor Class - Q/NQ




PIMCO Variable Insurance                   10.000000            10.954424           9.54%            72,432   2010
Trust - Foreign Bond Portfolio
(Unhedged): Advisor Class -
Q/NQ



PIMCO Variable Insurance                   10.000000            10.949177           9.49%            98,992   2010
Trust - Global Bond
(Unhedged): Advisor Class -
Q/NQ




                                                                    49
        Sub-Accounts              Accumulation Unit    Accumulation Unit     Percentage      Number of        Period
                                  Value at Beginning    Value at End of      Change in      Accumulation
                                      of Period             Period          Accumulation    Units at End of
                                                                             Unit Value         Period


PIMCO Variable Insurance                   10.000000            10.652152           6.52%             9,017   2010
Trust - High Yield Portfolio:
Advisor Class - Q/NQ


Pioneer Variable Contracts                 10.000000            11.266994          12.67%            14,682   2010
Trust - Pioneer Emerging
Markets VCT Portfolio: Class II
- Q/NQ



Pioneer Variable Contracts                 10.000000            10.885291           8.85%             3,437   2010
Trust - Pioneer High Yield VCT
Portfolio: Class II - Q/NQ


ProFunds - ProFund VP Access               10.000000            10.950428           9.50%             8,270   2010
High Yield Fund - Q/NQ


ProFunds - ProFund VP Asia 30              10.000000            11.183281          11.83%             3,006   2010
- Q/NQ


ProFunds - ProFund VP Bear -               10.000000             9.026274          -9.74%            89,545   2010
Q/NQ


ProFunds - ProFund VP Bull -               10.000000            10.430190           4.30%                 0   2010
Q/NQ


ProFunds - ProFund VP                      10.000000            11.075932          10.76%            20,782   2010
Emerging Markets - Q/NQ


ProFunds - ProFund VP Europe               10.000000            10.657891           6.58%                 0   2010
30 - Q/NQ


ProFunds - ProFund VP                      10.000000            10.924006           9.24%                 0   2010
International - Q/NQ


ProFunds - ProFund VP Japan -              10.000000             8.975941         -10.24%                 0   2010
Q/NQ


ProFunds - ProFund VP                      10.000000            10.837127           8.37%                 0   2010
NASDAQ-100 - Q/NQ


ProFunds - ProFund VP Oil &                10.000000            11.134078          11.34%                 0   2010
Gas - Q/NQ




                                                                    50
        Sub-Accounts             Accumulation Unit    Accumulation Unit     Percentage      Number of        Period
                                 Value at Beginning    Value at End of      Change in      Accumulation
                                     of Period             Period          Accumulation    Units at End of
                                                                            Unit Value         Period


ProFunds - ProFund VP Rising              10.000000             8.855732         -11.44%            80,894   2010
Rates Opportunity - Q/NQ


ProFunds - ProFund VP Short               10.000000             8.381824         -16.18%                 0   2010
Emerging Markets - Q/NQ


ProFunds - ProFund VP Short               10.000000             8.586990         -14.13%                 0   2010
International - Q/NQ


ProFunds - ProFund VP Short               10.000000             8.723848         -12.76%                 0   2010
NASDAQ-100 - Q/NQ


ProFunds - ProFund VP U.S.                10.000000            10.594914           5.95%                 0   2010
Government Plus - Q/NQ


ProFunds - ProFund VP                     10.000000            11.447817          14.48%                 0   2010
UltraNASDAQ-100 - Q/NQ


ProFunds - ProFund VP                     10.000000             7.423866         -25.76%                 0   2010
UltraShort NASDAQ-100 -
Q/NQ

Rydex Variable Trust - All-               10.000000            10.465349           4.65%                 0   2010
Asset Strategy Aggressive Fund
- Q/NQ


Rydex Variable Trust - All-               10.000000            10.249553           2.50%                 0   2010
Asset Strategy Conservative
Fund - Q/NQ


Rydex Variable Trust - All-               10.000000            10.200080           2.00%                 0   2010
Asset Strategy Moderate Fund -
Q/NQ


Rydex Variable Trust -                     9.916793             9.812005          -1.06%               279   2010
Alternative Strategies                     9.877331             9.916793           0.40%                 0   2009
Allocation Fund - Q/NQ
                                          10.000000             9.877331          -1.23%                 0   2008*


Rydex Variable Trust - Amerigo             8.302887             9.516499          14.62%               459   2010
Fund - Q/NQ                                5.982812             8.302887          38.78%             1,680   2009
                                          10.560125             5.982812         -43.35%               138   2008




                                                                   51
        Sub-Accounts             Accumulation Unit    Accumulation Unit     Percentage      Number of        Period
                                 Value at Beginning    Value at End of      Change in      Accumulation
                                     of Period             Period          Accumulation    Units at End of
                                                                            Unit Value         Period


Rydex Variable Trust - Banking             4.699353             5.288169          12.53%                 0   2010
Fund - Q/NQ                                4.888426             4.699353          -3.87%                 0   2009
                                           8.346002             4.888426         -41.43%                 0   2008


Rydex Variable Trust - Basic               9.356136            11.798400          26.10%            21,331   2010
Materials Fund - Q/NQ                      6.045586             9.356136          54.76%             3,103   2009
                                          11.122248             6.045586         -45.64%             4,535   2008


Rydex Variable Trust -                    11.065948            12.195093          10.20%               905   2010
Biotechnology Fund - Q/NQ                  9.393284            11.065948          17.81%                 0   2009
                                          10.695240             9.393284         -12.17%                 0   2008


Rydex Variable Trust -                     8.735016             9.651027          10.49%           126,754   2010
Clermont Fund - Q/NQ                       7.158065             8.735016          22.03%                 0   2009
                                          10.282751             7.158065         -30.39%                 0   2008


Rydex Variable Trust -                     6.722168             7.229228           7.54%               613   2010
Commodities Strategy Fund -                6.052691             6.722168          11.06%             1,092   2009
Q/NQ
                                          11.927349             6.052691         -49.25%             1,092   2008


Rydex Variable Trust -                     9.762294            11.397878          16.75%                 0   2010
Consumer Products Fund -                   8.232553             9.762294          18.58%                 0   2009
Q/NQ
                                          10.794636             8.232553         -23.73%             3,912   2008


Rydex Variable Trust - Dow 2x              5.004613             6.206925          24.02%                 0   2010
Strategy Fund - Q/NQ                       3.673001             5.004613          36.25%                 0   2009
                                           9.637152             3.673001         -61.89%                 0   2008


Rydex Variable Trust - DWA                10.000000             9.854028          -1.46%                 0   2010
Flexible Allocation Fund -
Q/NQ


Rydex Variable Trust - DWA                10.000000             9.632439          -3.68%             2,987   2010
Sector Rotation Fund - Q/NQ




Rydex Variable Trust -                     7.692608             8.389654           9.06%             1,374   2010
Electronics Fund - Q/NQ                    4.496640             7.692608          71.07%                 0   2009
                                           9.053963             4.496640         -50.34%                 0   2008


Rydex Variable Trust - Energy              8.409979             9.967273          18.52%             1,344   2010
Fund - Q/NQ                                6.099644             8.409979          37.88%             1,362   2009
                                          11.354022             6.099644         -46.28%             4,307   2008



                                                                   52
        Sub-Accounts              Accumulation Unit    Accumulation Unit     Percentage      Number of        Period
                                  Value at Beginning    Value at End of      Change in      Accumulation
                                      of Period             Period          Accumulation    Units at End of
                                                                             Unit Value         Period


Rydex Variable Trust - Energy               7.355710             9.229984          25.48%             3,811   2010
Services Fund - Q/NQ                        4.549316             7.355710          61.69%             1,790   2009
                                           10.778689             4.549316         -57.79%             4,659   2008


Rydex Variable Trust - Europe               6.314707             5.608925         -11.18%               115   2010
1.25x Strategy Fund - Q/NQ                  4.676156             6.314707          35.04%                 0   2009
                                           10.406073             4.676156         -55.06%                 0   2008


Rydex Variable Trust -                      5.500358             6.262106          13.85%                 0   2010
Financial Services Fund - Q/NQ              4.616540             5.500358          19.14%                 0   2009
                                            8.925527             4.616540         -48.28%                 0   2008


Rydex Variable Trust -                     10.794876            11.831966           9.61%               165   2010
Government Long Bond 1.2x                  15.839878            10.794876         -31.85%             4,311   2009
Strategy Fund - Q/NQ
                                           10.986701            15.839878          44.17%                 0   2008


Rydex Variable Trust - Health               9.450237            10.044472           6.29%                 0   2010
Care Fund - Q/NQ                            7.615876             9.450237          24.09%             1,193   2009
                                           10.181192             7.615876         -25.20%                 0   2008


Rydex Variable Trust - Internet             9.341905            11.231702          20.23%             3,084   2010
Fund - Q/NQ                                 5.658062             9.341905          65.11%               606   2009
                                           10.310462             5.658062         -45.12%                 0   2008


Rydex Variable Trust - Inverse              8.891853             6.170609         -30.60%            41,594   2010
Dow 2x Strategy Fund - Q/NQ                16.137652             8.891853         -44.90%                 0   2009
                                           10.078710            16.137652          60.12%                 0   2008


Rydex Variable Trust - Inverse              7.576205             6.576098         -13.20%                 0   2010
Government Long Bond                        6.373286             7.576205          18.87%                 0   2009
Strategy Fund - Q/NQ
                                            9.173328             6.373286         -30.52%                 0   2008


Rydex Variable Trust - Inverse              8.727625             6.491107         -25.63%                 0   2010
Mid-Cap Strategy Fund- Q/NQ                13.545774             8.727625         -35.57%                 0   2009
                                           10.122760            13.545774          33.82%                 0   2008


Rydex Variable Trust - Inverse              8.264075             6.477248         -21.62%                 0   2010
NASDAQ-100® Strategy Fund                  13.853817             8.264075         -40.35%                 0   2009
- Q/NQ
                                            9.401514            13.853817          47.36%                 0   2008


Rydex Variable Trust - Inverse              8.426522             6.071224         -27.95%            70,399   2010
Russell 2000® Strategy Fund -              12.606931             8.426522         -33.16%                 0   2009
Q/NQ
                                           10.156122            12.606931          24.13%             1,999   2008



                                                                    53
        Sub-Accounts              Accumulation Unit    Accumulation Unit     Percentage      Number of        Period
                                  Value at Beginning    Value at End of      Change in      Accumulation
                                      of Period             Period          Accumulation    Units at End of
                                                                             Unit Value         Period


Rydex Variable Trust - Inverse             10.080150             8.333038         -17.33%             2,354   2010
S&P 500 Strategy Fund - Q/NQ               13.976125            10.080150         -27.88%                 0   2009
                                           10.082309            13.976125          38.62%                 0   2008


Rydex Variable Trust - Japan 2x             7.465672             8.600814          15.20%             1,550   2010
Strategy Fund - Q/NQ                        6.063831             7.465672          23.12%                 0   2009
                                            9.088049             6.063831         -33.28%                 0   2008


Rydex Variable Trust - Leisure              6.888930             8.938881          29.76%             2,654   2010
Fund - Q/NQ                                 5.061320             6.888930          36.11%                 0   2009
                                            9.987244             5.061320         -49.32%                 0   2008


Rydex Variable Trust -                      9.295316             8.926285          -3.97%             3,253   2010
Managed Futures Strategy Fund               9.727880             9.295316          -4.45%             6,456   2009
- Q/NQ
                                           10.000000             9.727880          -2.72%                 0   2008*


Rydex Variable Trust - Mid-                 6.567334             8.992811          36.93%             2,815   2010
Cap 1.5x Strategy Fund - Q/NQ               4.328896             6.567334          51.71%                 0   2009
                                            9.628009             4.328896         -55.04%                 0   2008



Rydex Variable Trust - Multi-               7.852272             8.300144           5.70%               432   2010
Hedge Strategies Fund - Q/NQ                8.155551             7.852272          -3.72%                 0   2009
                                           10.079339             8.155551         -19.09%                 0   2008


Rydex Variable Trust -                      6.463680             8.808932          36.28%           190,984   2010
NASDAQ-100® 2x Strategy                     2.981049             6.463680         116.83%                 0   2009
Fund - Q/NQ
                                           10.928265             2.981049         -72.72%                 0   2008


Rydex Variable Trust -                      9.299166            10.968480          17.95%             6,143   2010
NASDAQ-100® Fund - Q/NQ                     6.145508             9.299166          51.32%             9,738   2009
                                           10.627688             6.145508         -42.17%                 0   2008


Rydex Variable Trust - Nova                 5.981140             7.143023          19.43%               122   2010
Fund - Q/NQ                                 4.433848             5.981140          34.90%                 0   2009
                                            9.783317             4.433848         -54.68%                 0   2008


Rydex Variable Trust - Precious            10.573774            14.534206          37.46%            61,705   2010
Metals Fund - Q/NQ                          7.117050            10.573774          48.57%             2,214   2009
                                           11.637003             7.117050         -38.84%             4,397   2008




                                                                    54
        Sub-Accounts             Accumulation Unit    Accumulation Unit     Percentage      Number of        Period
                                 Value at Beginning    Value at End of      Change in      Accumulation
                                     of Period             Period          Accumulation    Units at End of
                                                                            Unit Value         Period


Rydex Variable Trust - Real                6.822183             8.480155          24.30%             5,384   2010
Estate Fund - Q/NQ                         5.470751             6.822183          24.70%             1,709   2009
                                           9.416573             5.470751         -41.90%                 0   2008


Rydex Variable Trust -                     8.532267            10.629121          24.58%                 0   2010
Retailing Fund - Q/NQ                      5.942734             8.532267          43.57%               659   2009
                                           8.902892             5.942734         -33.25%                 0   2008


Rydex Variable Trust - Russell             6.146942             8.435200          37.23%                71   2010
2000® 1.5x Strategy Fund -                 4.631768             6.146942          32.71%                 0   2009
Q/NQ
                                           9.566797             4.631768         -51.58%                 0   2008


Rydex Variable Trust - S&P                 4.504208             5.625850          24.90%                 0   2010
500 2x Strategy Fund - Q/NQ                3.091053             4.504208          45.72%            15,881   2009
                                           9.698458             3.091053         -68.13%                 0   2008


Rydex Variable Trust - S&P                 8.907335            11.086878          24.47%             1,928   2010
500 Pure Growth Fund - Q/NQ                6.076983             8.907335          46.57%                 0   2009
                                          10.144578             6.076983         -40.10%                 0   2008


Rydex Variable Trust - S&P                 7.135096             8.546048          19.77%            15,702   2010
500 Pure Value Fund - Q/NQ                 4.738559             7.135096          50.58%            29,714   2009
                                           9.270493             4.738559         -48.89%                 0   2008


Rydex Variable Trust - S&P                10.130726            13.370743          31.98%            30,792   2010
MidCap 400 Pure Growth Fund                6.489421            10.130726          56.11%               649   2009
- Q/NQ
                                          10.208819             6.489421         -36.43%               133   2008


Rydex Variable Trust - S&P                 8.092576             9.677877          19.59%            13,388   2010
MidCap 400 Pure Value Fund -               5.236074             8.092576          54.55%            14,954   2009
Q/NQ
                                           9.330706             5.236074         -43.88%                 0   2008


Rydex Variable Trust - S&P                 8.440607            10.536860          24.84%            14,176   2010
SmallCap 600 Pure Growth                   6.328825             8.440607          33.37%               734   2009
Fund - Q/NQ
                                           9.679292             6.328825         -34.61%               142   2008


Rydex Variable Trust - S&P                 7.636718             9.510454          24.54%             8,035   2010
SmallCap 600 Pure Value Fund               4.727487             7.636718          61.54%            11,111   2009
- Q/NQ
                                           8.404677             4.727487         -43.75%                 0   2008


Rydex Variable Trust - Select              8.442286             9.559867          13.24%                 0   2010
Allocation Fund - Q/NQ                     6.245042             8.442286          35.18%                 0   2009
                                          10.841403             6.245042         -42.40%                 0   2008



                                                                   55
        Sub-Accounts               Accumulation Unit    Accumulation Unit    Percentage      Number of        Period
                                   Value at Beginning    Value at End of     Change in      Accumulation
                                       of Period             Period         Accumulation    Units at End of
                                                                             Unit Value         Period


Rydex Variable Trust -                       8.059438            7.661659          -4.94%                 0   2010
Strengthening Dollar 2x                      9.619432            8.059438         -16.22%                 0   2009
Strategy Fund - Q/NQ
                                             9.153640            9.619432           5.09%                 0   2008


Rydex Variable Trust -                       8.428048            9.399735          11.53%                 0   2010
Technology Fund - Q/NQ                       5.440856            8.428048          54.90%             2,057   2009
                                            10.011993            5.440856         -45.66%                 0   2008


Rydex Variable Trust -                       6.636616            7.565427          14.00%                 0   2010
Telecommunications Fund -                    5.180611            6.636616          28.10%                 0   2009
Q/NQ
                                             9.520232            5.180611         -45.58%                 0   2008


Rydex Variable Trust -                       7.495419            9.262423          23.57%                 0   2010
Transportation Fund - Q/NQ                   6.414067            7.495419          16.86%                 0   2009
                                             8.620542            6.414067         -25.60%                 0   2008


Rydex Variable Trust - U.S.                  8.269333            9.154786          10.71%            71,116   2010
Long Short Momentum Fund -                   6.525624            8.269333          26.72%             1,782   2009
Q/NQ
                                            11.060826            6.525624         -41.00%                 0   2008


Rydex Variable Trust - Utilities             8.535106            9.081388           6.40%               753   2010
Fund - Q/NQ                                  7.534254            8.535106          13.28%               947   2009
                                            10.746568            7.534254         -29.89%               125   2008


Rydex Variable Trust -                      10.256644            9.637925          -6.03%                 0   2010
Weakening Dollar 2x Strategy                 9.664514           10.256644           6.13%                 0   2009
Fund - Q/NQ
                                            11.061930            9.664514         -12.63%                 0   2008




                                                                     56
                                    Maximum Contract Options Elected (Total 1.55%)
                     (Variable account charges of 1.55% of the daily net assets of the variable account)
         Sub-Accounts          Accumulation Unit Accumulation Unit          Percentage         Number of    Period
                               Value at Beginning     Value at End of        Change in       Accumulation
                                   of Period              Period           Accumulation Units at End of
                                                                            Unit Value           Period


American Century Variable                10.172635            11.431878           12.38%                0   2010
Portfolios, Inc. - American
Century VP Income & Growth
Fund: Class III - Q/NQ



American Century Variable                11.831132            13.211351           11.67%                0   2010
Portfolios, Inc. - American
Century VP Value Fund: Class
III - Q/NQ



BlackRock Variable Series                10.000000            10.602307            6.02%                0   2010
Funds, Inc. - BlackRock Global
Allocation V.I. Fund - Class III
- Q/NQ


Credit Suisse Trust -                    10.000000            11.823899           18.24%                0   2010
Commodity Return Strategy
Portfolio - Q/NQ


Fidelity Variable Insurance              10.098251            11.423517           13.12%                0   2010
Products Fund - VIP Equity-
Income Portfolio: Service Class
2R - Q/NQ



Fidelity Variable Insurance               8.747461            10.666695           21.94%                0   2010
Products Fund - VIP Growth
Portfolio: Service Class 2R -
Q/NQ



Franklin Templeton Variable              10.000000            10.401894            4.02%                0   2010
Insurance Products Trust -
Franklin Templeton VIP
Founding Funds Allocation
Fund: Class 2 - Q/NQ



Ivy Funds Variable Insurance             10.000000            10.422818            4.23%                0   2010
Portfolios, Inc. - Asset Strategy
- Q/NQ


NVIT Federated NVIT High                 11.360092            12.655920           11.41%                0   2010
Income Bond Fund: Class III -
Q/NQ




                                                                   57
        Sub-Accounts             Accumulation Unit    Accumulation Unit     Percentage      Number of        Period
                                 Value at Beginning    Value at End of      Change in      Accumulation
                                     of Period             Period          Accumulation    Units at End of
                                                                            Unit Value         Period


NVIT NVIT Cardinal(sm)                    10.000000            10.725025           7.25%                 0   2010
Aggressive Fund: Class II -
Q/NQ

NVIT NVIT Cardinal(sm)                    10.000000            10.454235           4.54%                 0   2010
Balanced Fund: Class II - Q/NQ


NVIT NVIT Cardinal(sm)                    10.000000            10.572946           5.73%                 0   2010
Capital Appreciation Fund:
Class II - Q/NQ


NVIT NVIT Cardinal(sm)                    10.000000            10.269908           2.70%                 0   2010
Conservative Fund: Class II -
Q/NQ


NVIT NVIT Cardinal(sm)                    10.000000            10.506962           5.07%                 0   2010
Moderate Fund: Class II - Q/NQ


NVIT NVIT Cardinal(sm)                    10.000000            10.638391           6.38%                 0   2010
Moderately Aggressive Fund:
Class II - Q/NQ


NVIT NVIT Cardinal(sm)                    10.000000            10.391563           3.92%                 0   2010
Moderately Conservative Fund:
Class II - Q/NQ


NVIT NVIT Emerging Markets                10.000000            11.253648          12.54%                 0   2010
Fund: Class III - Q/NQ


NVIT NVIT Government Bond                 12.848174            13.254958           3.17%                 0   2010
Fund: Class III - Q/NQ


NVIT NVIT Investor                        11.089735            12.508451          12.79%                 0   2010
Destinations Aggressive Fund:
Class VI - Q/NQ


NVIT NVIT Investor                        10.000000            10.384130           3.84%                 0   2010
Destinations Balanced Fund:
Class VI - Q/NQ


NVIT NVIT Investor                        10.000000            10.485658           4.86%                 0   2010
Destinations Capital
Appreciation: Class VI - Q/NQ




                                                                   58
        Sub-Accounts              Accumulation Unit    Accumulation Unit     Percentage      Number of        Period
                                  Value at Beginning    Value at End of      Change in      Accumulation
                                      of Period             Period          Accumulation    Units at End of
                                                                             Unit Value         Period


NVIT NVIT Investor                         11.329672            11.815683           4.29%                 0   2010
Destinations Conservative
Fund: Class VI - Q/NQ


NVIT NVIT Investor                         11.313987            12.347932           9.14%                 0   2010
Destinations Moderate Fund:
Class VI - Q/NQ


NVIT NVIT Investor                         11.281390            12.541263          11.17%                 0   2010
Destinations Moderately
Aggressive Fund: Class VI -
Q/NQ



NVIT NVIT Investor                         11.405869            12.179648           6.78%                 0   2010
Destinations Moderately
Conservative Fund: Class VI -
Q/NQ



NVIT NVIT Money Market                      9.991444             9.836593          -1.55%                 0   2010
Fund: Class II - Q/NQ                      10.000000             9.991444          -0.09%                 0   2009*


NVIT NVIT Multi-Manager                    10.000000            11.134127          11.34%                 0   2010
International Growth Fund:
Class VI - Q/NQ


NVIT NVIT Multi-Manager                    10.000000            10.606528           6.07%                 0   2010
International Value Fund: Class
VI - Q/NQ


NVIT NVIT Multi-Manager                    10.000000            10.756545           7.57%                 0   2010
Large Cap Growth Fund: Class
II - Q/NQ


NVIT NVIT Multi-Manager                    10.000000            10.253993           2.54%                 0   2010
Large Cap Value Fund: Class II
- Q/NQ


NVIT NVIT Multi-Manager                    10.000000            11.213788          12.14%                 0   2010
Mid Cap Growth Fund: Class II
- Q/NQ


NVIT NVIT Multi-Manager                    10.000000            10.767915           7.68%                 0   2010
Mid Cap Value Fund: Class II -
Q/NQ



                                                                    59
         Sub-Accounts             Accumulation Unit    Accumulation Unit     Percentage      Number of        Period
                                  Value at Beginning    Value at End of      Change in      Accumulation
                                      of Period             Period          Accumulation    Units at End of
                                                                             Unit Value         Period


NVIT NVIT Multi-Manager                     8.175934            10.094586          23.47%                 0   2010
Small Cap Growth Fund: Class
III - Q/NQ


NVIT NVIT Multi-Manager                    11.318912            14.104014          24.61%                 0   2010
Small Cap Value Fund: Class III
- Q/NQ


NVIT NVIT Multi-Manager                    12.620230            15.574357          23.41%                 0   2010
Small Company Fund: Class III
- Q/NQ


NVIT NVIT Nationwide Fund:                  9.890009            11.048539          11.71%                 0   2010
Class III - Q/NQ


PIMCO Variable Insurance                   10.000000            12.234168          22.34%                 0   2010
Trust - Commodity
RealReturn® Strategy Portfolio:
Advisor Class - Q/NQ



PIMCO Variable Insurance                   10.000000            10.582352           5.82%                 0   2010
Trust - Emerging Markets Bond
Portfolio: Advisor Class - Q/NQ


PIMCO Variable Insurance                   10.000000            10.873027           8.73%                 0   2010
Trust - Foreign Bond Portfolio
(Unhedged): Advisor Class -
Q/NQ



PIMCO Variable Insurance                   10.000000            10.868811           8.69%                 0   2010
Trust - Global Bond
(Unhedged): Advisor Class -
Q/NQ

PIMCO Variable Insurance                   10.000000            10.573967           5.74%                 0   2010
Trust - High Yield Portfolio:
Advisor Class - Q/NQ


Pioneer Variable Contracts                 10.000000            11.184389          11.84%                 0   2010
Trust - Pioneer Emerging
Markets VCT Portfolio: Class II
- Q/NQ

Pioneer Variable Contracts                 10.000000            10.804407           8.04%                 0   2010
Trust - Pioneer High Yield VCT
Portfolio: Class II - Q/NQ



                                                                    60
        Sub-Accounts            Accumulation Unit    Accumulation Unit     Percentage      Number of        Period
                                Value at Beginning    Value at End of      Change in      Accumulation
                                    of Period             Period          Accumulation    Units at End of
                                                                           Unit Value         Period


ProFunds - ProFund VP Access             10.000000            10.870111           8.70%                 0   2010
High Yield Fund - Q/NQ


ProFunds - ProFund VP Asia 30            10.000000            11.101281          11.01%                 0   2010
- Q/NQ


ProFunds - ProFund VP Bear -             10.000000             8.959978         -10.40%                 0   2010
Q/NQ


ProFunds - ProFund VP Bull -             10.000000            10.353649           3.54%                 0   2010
Q/NQ


ProFunds - ProFund VP                    10.000000            10.994712           9.95%                 0   2010
Emerging Markets - Q/NQ


ProFunds - ProFund VP Europe             10.000000            10.579665           5.80%                 0   2010
30 - Q/NQ


ProFunds - ProFund VP                    10.000000            10.843885           8.44%                 0   2010
International - Q/NQ


ProFunds - ProFund VP Japan -            10.000000             8.910045         -10.90%                 0   2010
Q/NQ


ProFunds - ProFund VP                    10.000000            10.757626           7.58%                 0   2010
NASDAQ-100 - Q/NQ


ProFunds - ProFund VP Oil &              10.000000            11.052374          10.52%                 0   2010
Gas - Q/NQ


ProFunds - ProFund VP Rising             10.000000             8.790588         -12.09%                 0   2010
Rates Opportunity - Q/NQ


ProFunds - ProFund VP Short              10.000000             8.320203         -16.80%                 0   2010
Emerging Markets - Q/NQ


ProFunds - ProFund VP Short              10.000000             8.523872         -14.76%                 0   2010
International - Q/NQ


ProFunds - ProFund VP Short              10.000000             8.659740         -13.40%                 0   2010
NASDAQ-100 - Q/NQ


ProFunds - ProFund VP U.S.               10.000000            10.517150           5.17%                 0   2010
Government Plus - Q/NQ



                                                                  61
        Sub-Accounts             Accumulation Unit    Accumulation Unit     Percentage      Number of        Period
                                 Value at Beginning    Value at End of      Change in      Accumulation
                                     of Period             Period          Accumulation    Units at End of
                                                                            Unit Value         Period


ProFunds - ProFund VP                     10.000000            11.363866          13.64%                 0   2010
UltraNASDAQ-100 - Q/NQ


ProFunds - ProFund VP                     10.000000             7.369239         -26.31%                 0   2010
UltraShort NASDAQ-100 -
Q/NQ

Rydex Variable Trust - All-               10.000000            10.388556           3.89%                 0   2010
Asset Strategy Aggressive Fund
- Q/NQ


Rydex Variable Trust - All-               10.000000            10.174339           1.74%                 0   2010
Asset Strategy Conservative
Fund - Q/NQ


Rydex Variable Trust - All-               10.000000            10.125227           1.25%                 0   2010
Asset Strategy Moderate Fund -
Q/NQ


Rydex Variable Trust -                     9.801539             9.590823          -2.15%                 0   2010
Alternative Strategies                     9.871622             9.801539          -0.71%                 0   2009
Allocation Fund - Q/NQ
                                          10.000000             9.871622          -1.28%                 0   2008*



Rydex Variable Trust - Amerigo             8.624898             9.776485          13.35%                 0   2010
Fund - Q/NQ                                6.284277             8.624898          37.25%                 0   2009
                                          11.216518             6.284277         -43.97%                 0   2008


Rydex Variable Trust - Banking             6.104197             6.793194          11.29%                 0   2010
Fund - Q/NQ                                6.420912             6.104197          -4.93%                 0   2009
                                          11.085711             6.420912         -42.08%                 0   2008


Rydex Variable Trust - Basic              19.685219            24.549799          24.71%                 0   2010
Materials Fund - Q/NQ                     12.862097            19.685219          53.05%                 0   2009
                                          23.928062            12.862097         -46.25%                 0   2008


Rydex Variable Trust -                     9.232292            10.061969           8.99%                 0   2010
Biotechnology Fund - Q/NQ                  7.924338             9.232292          16.51%                 0   2009
                                           9.123656             7.924338         -13.15%                 0   2008


Rydex Variable Trust -                     8.703335             9.509843           9.27%                 0   2010
Clermont Fund - Q/NQ                       7.211782             8.703335          20.68%                 0   2009
                                          10.475875             7.211782         -31.16%                 0   2008




                                                                   62
        Sub-Accounts             Accumulation Unit    Accumulation Unit     Percentage      Number of        Period
                                 Value at Beginning    Value at End of      Change in      Accumulation
                                     of Period             Period          Accumulation    Units at End of
                                                                            Unit Value         Period


Rydex Variable Trust -                     5.076719             5.399392           6.36%                 0   2010
Commodities Strategy Fund -                4.622252             5.076719           9.83%                 0   2009
Q/NQ
                                           9.210605             4.622252         -49.82%                 0   2008


Rydex Variable Trust -                    14.406575            16.634600          15.47%                 0   2010
Consumer Products Fund -                  12.284767            14.406575          17.27%                 0   2009
Q/NQ
                                          16.288137            12.284767         -24.58%                 0   2008


Rydex Variable Trust - Dow 2x              7.077132             8.680552          22.66%                 0   2010
Strategy Fund - Q/NQ                       5.252120             7.077132          34.75%                 0   2009
                                          13.935235             5.252120         -62.31%                 0   2008


Rydex Variable Trust - DWA                10.000000             9.781710          -2.18%                 0   2010
Flexible Allocation Fund -
Q/NQ


Rydex Variable Trust - DWA                10.000000             9.561748          -4.38%                 0   2010
Sector Rotation Fund - Q/NQ




Rydex Variable Trust -                     7.614494             8.212811           7.86%                 0   2010
Electronics Fund - Q/NQ                    4.500703             7.614494          69.18%                 0   2009
                                           9.163793             4.500703         -50.89%                 0   2008


Rydex Variable Trust - Energy             19.757216            23.157245          17.21%                 0   2010
Fund - Q/NQ                               14.489790            19.757216          36.35%                 0   2009
                                          27.273941            14.489790         -46.87%                 0   2008


Rydex Variable Trust - Energy             22.144553            27.480334          24.10%                 0   2010
Services Fund - Q/NQ                      13.848850            22.144553          59.90%                 0   2009
                                          33.180175            13.848850         -58.26%                 0   2008


Rydex Variable Trust - Europe             11.067885             9.722259         -12.16%                 0   2010
1.25x Strategy Fund - Q/NQ                 8.287590            11.067885          33.55%                 0   2009
                                          18.649748             8.287590         -55.56%                 0   2008


Rydex Variable Trust -                     7.213287             8.121610          12.59%                 0   2010
Financial Services Fund - Q/NQ             6.121981             7.213287          17.83%                 0   2009
                                          11.969183             6.121981         -48.85%                 0   2008


Rydex Variable Trust -                    12.285855            13.317393           8.40%                 0   2010
Government Long Bond 1.2x                 18.229096            12.285855         -32.60%                 0   2009
Strategy Fund - Q/NQ
                                          12.785159            18.229096          42.58%                 0   2008




                                                                   63
        Sub-Accounts              Accumulation Unit    Accumulation Unit     Percentage      Number of        Period
                                  Value at Beginning    Value at End of      Change in      Accumulation
                                      of Period             Period          Accumulation    Units at End of
                                                                             Unit Value         Period


Rydex Variable Trust - Health              10.867554            11.423376           5.11%                 0   2010
Care Fund - Q/NQ                            8.855876            10.867554          22.72%                 0   2009
                                           11.971360             8.855876         -26.02%                 0   2008


Rydex Variable Trust - Internet            14.552969            17.303796          18.90%                 0   2010
Fund - Q/NQ                                 8.912645            14.552969          63.28%                 0   2009
                                           16.423342             8.912645         -45.73%                 0   2008


Rydex Variable Trust - Inverse              5.220099             3.582416         -31.37%                 0   2010
Dow 2x Strategy Fund - Q/NQ                 9.579923             5.220099         -45.51%                 0   2009
                                            6.049907             9.579923          58.35%                 0   2008


Rydex Variable Trust - Inverse              6.514747             5.592222         -14.16%                 0   2010
Government Long Bond                        5.541602             6.514747          17.56%                 0   2009
Strategy Fund - Q/NQ
                                            8.065565             5.541602         -31.29%                 0   2008


Rydex Variable Trust - Inverse              6.071083             4.465344         -26.45%                 0   2010
Mid-Cap Strategy Fund - Q/NQ                9.528070             6.071083         -36.28%                 0   2009
                                            7.199783             9.528070          32.34%                 0   2008


Rydex Variable Trust - Inverse              3.541322             2.744908         -22.49%                 0   2010
NASDAQ-100® Strategy Fund                   6.003078             3.541322         -41.01%                 0   2009
- Q/NQ
                                            4.119254             6.003078          45.73%                 0   2008


Rydex Variable Trust - Inverse              5.902771             4.205804         -28.75%                 0   2010
Russell 2000® Strategy Fund -               8.929924             5.902771         -33.90%                 0   2009
Q/NQ
                                            7.274206             8.929924          22.76%                 0   2008


Rydex Variable Trust - Inverse              6.230801             5.093872         -18.25%                 0   2010
S&P 500 Strategy Fund - Q/NQ                8.735611             6.230801         -28.67%                 0   2009
                                            6.372157             8.735611          37.09%                 0   2008


Rydex Variable Trust - Japan 2x             8.983142            10.234900          13.93%                 0   2010
Strategy Fund - Q/NQ                        7.377924             8.983142          21.76%                 0   2009
                                           11.181229             7.377924         -34.02%                 0   2008


Rydex Variable Trust - Leisure             11.695342            15.008143          28.33%                 0   2010
Fund - Q/NQ                                 8.688626            11.695342          34.61%                 0   2009
                                           17.337132             8.688626         -49.88%                 0   2008


Rydex Variable Trust -                      9.187324             8.725109          -5.03%                 0   2010
Managed Futures Strategy Fund               9.722257             9.187324          -5.50%                 0   2009
- Q/NQ
                                           10.000000             9.722257          -2.78%                 0   2008*
                                           20.620867             9.168472         -55.54%                 0   2008


                                                                    64
        Sub-Accounts              Accumulation Unit    Accumulation Unit     Percentage      Number of        Period
                                  Value at Beginning    Value at End of      Change in      Accumulation
                                      of Period             Period          Accumulation    Units at End of
                                                                             Unit Value         Period


Rydex Variable Trust - Mid-                13.755636            18.628196          35.42%                 0   2010
Cap 1.5x Strategy Fund - Q/NQ               9.168472            13.755636          50.03%                 0   2009


Rydex Variable Trust - Multi-               8.231416             8.604833           4.54%                 0   2010
Hedge Strategies Fund - Q/NQ                8.644923             8.231416          -4.78%                 0   2009
                                           10.803638             8.644923         -19.98%                 0   2008


Rydex Variable Trust -                      7.294614             9.831760          34.78%                 0   2010
NASDAQ-100® 2x Strategy                     3.401836             7.294614         114.43%                 0   2009
Fund - Q/NQ
                                           12.611369             3.401836         -73.03%                 0   2008


Rydex Variable Trust -                     12.877120            15.021099          16.65%                 0   2010
NASDAQ-100® Fund - Q/NQ                     8.605078            12.877120          49.65%                 0   2009
                                           15.047975             8.605078         -42.82%                 0   2008


Rydex Variable Trust - Nova                 7.872612             9.298188          18.11%                 0   2010
Fund - Q/NQ                                 5.901225             7.872612          33.41%                 0   2009
                                           13.167273             5.901225         -55.18%                 0   2008


Rydex Variable Trust - Precious            23.583778            32.059384          35.94%                 0   2010
Metals Fund - Q/NQ                         16.051561            23.583778          46.93%                 0   2009
                                           26.539936            16.051561         -39.52%                 0   2008


Rydex Variable Trust - Real                12.757550            15.683065          22.93%                 0   2010
Estate Fund - Q/NQ                         10.344821            12.757550          23.32%                 0   2009
                                           18.006199            10.344821         -42.55%                 0   2008


Rydex Variable Trust -                     11.904340            14.666232          23.20%                 0   2010
Retailing Fund - Q/NQ                       8.383933            11.904340          41.99%                 0   2009
                                           12.700726             8.383933         -33.99%                 0   2008


Rydex Variable Trust - Russell             11.298906            15.334036          35.71%                 0   2010
2000® 1.5x Strategy Fund -                  8.609030            11.298906          31.24%                 0   2009
Q/NQ
                                           17.981444             8.609030         -52.12%                 0   2008


Rydex Variable Trust - S&P                  6.058008             7.483132          23.52%                 0   2010
500 2x Strategy Fund - Q/NQ                 4.203847             6.058008          44.11%                 0   2009
                                           13.338355             4.203847         -68.48%                 0   2008


Rydex Variable Trust - S&P                  9.516240            11.714052          23.10%                 0   2010
500 Pure Growth Fund - Q/NQ                 6.564930             9.516240          44.96%                 0   2009
                                           11.081937             6.564930         -40.76%                 0   2008




                                                                    65
        Sub-Accounts            Accumulation Unit    Accumulation Unit     Percentage      Number of        Period
                                Value at Beginning    Value at End of      Change in      Accumulation
                                    of Period             Period          Accumulation    Units at End of
                                                                           Unit Value         Period


Rydex Variable Trust - S&P                9.276548            10.988358          18.45%                 0   2010
500 Pure Value Fund - Q/NQ                6.229604             9.276548          48.91%                 0   2009
                                         12.324386             6.229604         -49.45%                 0   2008


Rydex Variable Trust - S&P               12.399997            16.185226          30.53%                 0   2010
MidCap 400 Pure Growth Fund               8.031772            12.399997          54.39%                 0   2009
- Q/NQ
                                         12.776731             8.031772         -37.14%                 0   2008


Rydex Variable Trust - S&P               11.136028            13.170538          18.27%                 0   2010
MidCap 400 Pure Value Fund -              7.285771            11.136028          52.85%                 0   2009
Q/NQ
                                         13.128955             7.285771         -44.51%                 0   2008


Rydex Variable Trust - S&P               10.660707            13.161471          23.46%                 0   2010
SmallCap 600 Pure Growth                  8.082799            10.660707          31.89%                 0   2009
Fund - Q/NQ
                                         12.500278             8.082799         -35.34%                 0   2008


Rydex Variable Trust - S&P                9.745779            12.003074          23.16%                 0   2010
SmallCap 600 Pure Value Fund              6.100558             9.745779          59.75%                 0   2009
- Q/NQ
                                         10.967504             6.100558         -44.38%                 0   2008


Rydex Variable Trust - Select             8.195399             9.177863          11.99%                 0   2010
Allocation Fund - Q/NQ                    6.130146             8.195399          33.69%                 0   2009
                                         10.761177             6.130146         -43.03%                 0   2008


Rydex Variable Trust -                    6.830688             6.421793          -5.99%                 0   2010
Strengthening Dollar 2x                   8.243940             6.830688         -17.14%                 0   2009
Strategy Fund - Q/NQ
                                          7.932451             8.243940           3.93%                 0   2008


Rydex Variable Trust -                   11.963357            13.195383          10.30%                 0   2010
Technology Fund - Q/NQ                    7.809389            11.963357          53.19%                 0   2009
                                         14.531578             7.809389         -46.26%                 0   2008


Rydex Variable Trust -                    7.637755             8.610584          12.74%                 0   2010
Telecommunications Fund -                 6.028738             7.637755          26.69%                 0   2009
Q/NQ
                                         11.202954             6.028738         -46.19%                 0   2008


Rydex Variable Trust -                   12.976298            15.858421          22.21%                 0   2010
Transportation Fund - Q/NQ               11.228473            12.976298          15.57%                 0   2009
                                         15.260051            11.228473         -26.42%                 0   2008


Rydex Variable Trust - U.S.              11.611045            12.712457           9.49%                 0   2010
Long Short Momentum Fund -                9.265042            11.611045          25.32%                 0   2009
Q/NQ
                                         15.880039             9.265042         -41.66%                 0   2008




                                                                  66
         Sub-Accounts              Accumulation Unit    Accumulation Unit     Percentage      Number of        Period
                                   Value at Beginning    Value at End of      Change in      Accumulation
                                       of Period             Period          Accumulation    Units at End of
                                                                              Unit Value         Period


Rydex Variable Trust - Utilities             9.844849            10.359327           5.23%                 0   2010
Fund - Q/NQ                                  8.787468             9.844849          12.03%                 0   2009
                                            12.674369             8.787468         -30.67%                 0   2008


Rydex Variable Trust -                      11.766073            10.934074          -7.07%                 0   2010
Weakening Dollar 2x Strategy                11.210752            11.766073           4.95%                 0   2009
Fund - Q/NQ
                                            12.975130            11.210752         -13.60%                 0   2008




                                                                     67
Appendix C: Contract Types and Tax Information
                                                                         •   if the contract owner is younger than age 50, the annual
Types of Contracts                                                           premium cannot exceed $5,000; if the contract owner is
The contracts described in this prospectus are classified                    age 50 or older, the annual premium cannot exceed
according to the tax treatment to which they are subject under               $6,000 (although rollovers of greater amounts from
the Internal Revenue Code (the "Code"). Following is a                       Qualified Plans, Tax Sheltered Annuities and other IRAs
general description of the various contract types. Eligibility               can be received);
requirements, tax benefits (if any), limitations, and other              •   certain minimum distribution requirements must be
features of the contracts will differ depending on contract                  satisfied after the owner attains the age of 70½;
type.
                                                                         •   the entire interest of the owner in the contract is
Charitable Remainder Trusts
                                                                             nonforfeitable; and
Charitable Remainder Trusts are trusts that meet the
                                                                         •   after the death of the owner, additional distribution
requirements of Section 664 of the Code. Non-Qualified
                                                                             requirements may be imposed to ensure distribution of the
Contracts that are issued to Charitable Remainder Trusts will
                                                                             entire balance in the contract within the statutory period
differ from other Non-Qualified Contracts in two respects:
                                                                             of time.
(1) Contract ownership at annuitization. On the annuitization
                                                                         Depending on the circumstance of the owner, all or a portion
    date, if the contract owner is a Charitable Remainder
                                                                         of the contributions made to the account may be deducted for
    Trust, the Charitable Remainder Trust will continue to be
                                                                         federal income tax purposes.
    the contract owner and the annuitant will NOT become
    the contract owner.                                                  IRAs may receive rollover contributions from other Individual
                                                                         Retirement Accounts, other Individual Retirement Annuities,
(2) Recipient of death benefit proceeds. With respect to the
                                                                         Tax Sheltered Annuities, certain 457 governmental plans and
    death benefit proceeds, if the contract owner is a
                                                                         qualified retirement plans (including 401(k) plans).
    Charitable Remainder Trust, the death benefit is payable
    to the Charitable Remainder Trust. Any designation in                When the owner of an IRA attains the age of 70½, the Code
    conflict with the Charitable Remainder Trust's right to the          requires that certain minimum distributions be made. In
    death benefit will be void.                                          addition, upon the death of the owner of an IRA, mandatory
                                                                         distribution requirements are imposed by the Code to ensure
While these provisions are intended to facilitate a Charitable
                                                                         distribution of the entire contract value within the required
Remainder Trust's ownership of this contract, the rules
                                                                         statutory period. Due to recent changes in Treasury
governing Charitable Remainder Trusts are numerous and
                                                                         Regulations, the amount used to compute the mandatory
complex. A Charitable Remainder Trust that is considering
                                                                         distributions may exceed the contract value.
purchasing this contract should seek the advice of a qualified
tax and/or financial advisor prior to purchasing the contract.           Failure to make the mandatory distributions can result in an
An annuity that has a Charitable Remainder Trust                         additional penalty tax of 50% of the excess of the amount
endorsement is not a Charitable Remainder Trust; the                     required to be distributed over the amount that was actually
endorsement is merely to facilitate ownership of the contract            distributed.
by a Charitable Remainder Trust.
                                                                         For further details regarding IRAs, please refer to the
Investment-Only (Qualified Plans)                                        disclosure statement provided when the IRA was established
                                                                         and the annuity contract's IRA endorsement.
Contracts that are owned by Qualified Plans are not intended
to confer tax benefits on the beneficiaries of the plan; they are        As used herein, the term "individual retirement plans" shall
used as investment vehicles for the plan. The income tax                 refer to both individual retirement annuities and individual
consequences to the beneficiary of a Qualified Plan are                  retirement accounts that are described in Section 408 of the
controlled by the operation of the plan, not by operation of the         Code.
assets in which the plan invests.
                                                                         Non-Qualified Contracts
Beneficiaries of Qualified Plans should contact their employer
and/or trustee of the plan to obtain and review the plan, trust,         A Non-Qualified Contract is a contract that does not qualify
summary plan description, and other documents for the tax                for certain tax benefits under the Code, and which is not an
and other consequences of being a participant in a Qualified             IRA, a Roth IRA, a SEP IRA, a Simple IRA, or a Tax
Plan.                                                                    Sheltered Annuity.
                                                                         Upon the death of the owner of a Non-Qualified Contract,
Individual Retirement Annuities (IRAs)
                                                                         mandatory distribution requirements are imposed to ensure
IRAs are contracts that satisfy the provisions of Section 408(b)         distribution of the entire balance in the contract within a
of the Code, including the following requirements:                       required period.
•   the contract is not transferable by the owner;                       Non-Qualified contracts that are owned by natural persons
                                                                         allow the deferral of taxation on the income earned in the
•   the premiums are not fixed;                                          contract until it is distributed or deemed to be distributed.
                                                                    68
Non-Qualified contracts that are owned by nonnatural persons,           In addition, the plan cannot restrict withdrawals of non-
such as trusts, corporations and partnerships are generally             elective contributions, and must restrict withdrawals of
subject to current income tax on the income earned inside the           elective contributions before March 15th of the following year.
contract, unless the nonnatural person owns the contract as an
                                                                        When the owner of a SEP IRA attains the age of 70½, the
"agent" of a natural person.
                                                                        Code requires that certain minimum distributions be made.
Roth IRAs                                                               Due to recent changes in Treasury Regulations, the amount
                                                                        used to compute the minimum distributions may exceed the
Roth IRA contracts are contracts that satisfy the provisions of
                                                                        contract value. In addition, upon the death of the owner of a
Section 408A of the Code, including the following
                                                                        SEP IRA, mandatory distribution requirements are imposed by
requirements:
                                                                        the Code to ensure distribution of the entire contract value
•   the contract is not transferable by the owner;                      within the required statutory period.
•   the premiums are not fixed;                                         Simple IRAs
•   if the contract owner is younger than age 50, the annual            A Simple IRA is an Individual Retirement Annuity that is
    premium cannot exceed $5,000; if the contract owner is              funded exclusively by a qualified salary reduction
    age 50 or older, the annual premium cannot exceed                   arrangement and satisfies:
    $6,000 (although rollovers of greater amounts from other            •   vesting requirements;
    Roth IRAs and other individual retirement plans can be
    received);                                                          •   participation requirements; and
•   the entire interest of the owner in the contract is                 •   administrative requirements.
    nonforfeitable; and
                                                                        The funds contributed to a Simple IRA cannot be commingled
•   after the death of the owner, certain distribution                  with funds in other individual retirement plans or SEP IRAs.
    requirements may be imposed to ensure distribution of the           A Simple IRA cannot receive rollover distributions except
    entire balance in the contract within the statutory period          from another Simple IRA.
    of time.
                                                                        When the owner of Simple IRA attains the age of 70½, the
A Roth IRA can receive a rollover from an individual                    Code requires that certain minimum distributions be made.
retirement plan or other eligible retirement plan; however, the         Due to recent changes in Treasury Regulations, the amount
amount rolled over from the individual retirement plan or               used to compute the minimum distributions may exceed the
other eligible retirement plan to the Roth IRA is required to be        contract value.
included in the owner's federal gross income at the time of the
rollover, and will be subject to federal income tax.                    In addition, upon the death of the owner of a Simple IRA,
                                                                        mandatory distribution requirements are imposed by the Code
There are income limitations on eligibility to participate in a         to ensure distribution of the entire contract value within the
Roth IRA and additional income limitations for eligibility to           required statutory period.
roll over amounts from an individual retirement plan or other
eligible retirement plan to a Roth IRA.                                 Tax Sheltered Annuities
For further details regarding Roth IRAs, please refer to the            Certain tax-exempt organizations (described in Section
disclosure statement provided when the Roth IRA was                     501(c)(3) of the Code) and public school systems may
established and the annuity contract's IRA endorsement.                 establish a plan under which annuity contracts can be
                                                                        purchased for their employees. These annuity contracts are
Simplified Employee Pension IRAs (SEP IRA)                              often referred to as Tax Sheltered Annuities.
A SEP IRA is a written plan established by an employer for              Purchase payments made to Tax Sheltered Annuities are
the benefit of employees which permits the employer to make             excludable from the income of the employee, up to statutory
contributions to an IRA established for the benefit of each             maximum amounts. These amounts should be set forth in the
employee.                                                               plan adopted by the employer.
An employee may make deductible contributions to a SEP                  Tax Sheltered Annuities may receive rollover contributions
IRA subject to the same restrictions and limitations as an IRA.         from Individual Retirement Accounts, Individual Retirement
In addition, the employer may make contributions to the SEP             Annuities, other Tax Sheltered Annuities, certain 457
IRA, subject to dollar and percentage limitations imposed by            governmental plans, and qualified retirement plans (including
both the Code and the written plan.                                     401(k) plans).
A SEP IRA plan must satisfy:                                            The owner's interest in the contract is nonforfeitable (except
•   minimum participation rules;                                        for failure to pay premiums) and cannot be transferred.

•   top-heavy contribution rules;                                       When the owner of a Tax Sheltered Annuity attains the age of
                                                                        70½, the Code requires that certain minimum distributions be
•   nondiscriminatory allocation rules; and                             made. Due to recent changes in Treasury Regulations, the
•   requirements regarding a written allocation formula.                amount used to compute the minimum distributions may

                                                                   69
exceed the contract value. In addition, upon the death of the          underlying mutual funds, transfers between underlying mutual
owner of a Tax Sheltered Annuity, mandatory distribution               funds, exchanges of underlying mutual funds or changes in
requirements are imposed by the Code to ensure distribution            investment objectives of underlying mutual funds such that the
of the entire contract value within the required statutory             contract would no longer qualify for tax deferred treatment
period.                                                                under Section 72 of the Code, Nationwide will take whatever
                                                                       steps are available to remain in compliance.
Final 403(b) Regulations issued by the Internal Revenue
Service impose certain restrictions on non-taxable transfers or        If the contract is purchased as an investment of certain
exchanges of one 403(b) Tax Sheltered Annuity contract for             retirement plans (such as qualified retirement plans, Individual
another. Nationwide will no longer issue or accept                     Retirement Accounts, and custodial accounts as described in
applications for new and/or in-service transfers to new or             Sections 401 and 408(a), of the Code), tax advantages enjoyed
existing Nationwide individual 403(b) Tax Sheltered Annuity            by the contract owner and/or annuitant may relate to
contracts used for salary reduction plans not subject to ERISA.        participation in the plan rather than ownership of the annuity
Nationwide will continue to accept applications and in-service         contract. Such plans are permitted to purchase investments
transfers for individual 403(b) Tax Sheltered Annuity                  other than annuities and retain tax-deferred status.
contracts used for 403(b) plans that are subject to ERISA and
                                                                       The following is a brief summary of some of the federal
certain state Optional Retirement Plans and/or Programs that
                                                                       income tax considerations related to the types of contracts sold
have purchased at least one individual annuity contract issued
                                                                       in connection with this prospectus. In addition to the federal
by Nationwide prior to September 25, 2007.
                                                                       income tax, distributions from annuity contracts may be
Commencing in 2009, Tax Sheltered Annuities must be issued             subject to state and local income taxes. The tax rules across
pursuant to a written plan, and the plan must satisfy various          all states and localities are not uniform and therefore will not
administrative requirements. You should check with your                be discussed in this prospectus. Tax rules that may apply to
employer to ensure that these requirements will be satisfied in        contracts issued in U.S. territories such as Puerto Rico and
a timely manner.                                                       Guam are also not discussed. Nothing in this prospectus
                                                                       should be considered to be tax advice. Purchasers and
Federal Tax Considerations                                             prospective purchasers of the contract should consult a
                                                                       financial consultant, tax advisor or legal counsel to discuss the
Federal Income Taxes                                                   taxation and use of the contracts.
The tax consequences of purchasing a contract described in             IRAs, SEP IRAs and Simple IRAs
this prospectus will depend on:
                                                                       Distributions from IRAs, SEP IRAs and Simple IRAs are
•   the type of contract purchased;                                    generally taxed as ordinary income when received. If any of
•   the purposes for which the contract is purchased; and              the amounts contributed to the Individual Retirement Annuity
                                                                       was nondeductible for federal income tax purposes, then a
•   the personal circumstances of individual investors having          portion of each distribution is excludable from income.
    interests in the contracts.
                                                                       If distributions of income from an IRA are made prior to the
Existing tax rules are subject to change, and may affect               date that the owner attains the age of 59½ years, the income is
individuals differently depending on their situation.                  subject to the regular income tax, and an additional penalty tax
Nationwide does not guarantee the tax status of any contracts          of 10% is generally applicable. (For Simple IRAs, the 10%
or any transactions involving the contracts.                           penalty is increased to 25% if the distribution is made during
                                                                       the 2-year period beginning on the date that the individual first
Representatives of the Internal Revenue Service have
                                                                       participated in the Simple IRA.) The 10% penalty tax can be
informally suggested, from time to time, that the number of
                                                                       avoided if the distribution is:
underlying mutual funds available or the number of transfer
opportunities available under a variable product may be                •   made to a beneficiary on or after the death of the owner;
relevant in determining whether the product qualifies for the
desired tax treatment. In 2003, the Internal Revenue Service           •   attributable to the owner becoming disabled (as defined in
issued formal guidance, in Revenue Ruling 2003-91, that                    the Code);
indicates that if the number of underlying mutual funds                •   part of a series of substantially equal periodic payments
available in a variable insurance product does not exceed 20,              made not less frequently than annually made for the life
the number of underlying mutual funds alone would not cause                (or life expectancy) of the owner, or the joint lives (or
the contract to not qualify for the desired tax treatment. The             joint life expectancies) of the owner and his or her
Internal Revenue Service has also indicated that exceeding 20              designated beneficiary;
investment options may be considered a factor, along with
other factors including the number of transfer opportunities           •   used for qualified higher education expenses; or
available under the contract, when determining whether the             •   used for expenses attributable to the purchase of a home
contract qualifies for the desired tax treatment. The revenue              for a qualified first-time buyer.
ruling did not indicate the actual number of underlying mutual
funds that would cause the contract to not provide the desired         If the contract owner dies before the contract is completely
tax treatment. Should the U.S. Secretary of the Treasury issue         distributed, the balance will be included in the contract
additional rules or regulations limiting the number of                 owner's gross estate for tax purposes.
                                                                  70
Roth IRAs                                                                 Tax Sheltered Annuities
Distributions of earnings from Roth IRAs are taxable or                   Distributions from Tax Sheltered Annuities are generally
nontaxable depending upon whether they are "qualified                     taxed when received. A portion of each distribution after the
distributions" or "non-qualified distributions." A "qualified             Annuitization Date is excludable from income based on a
distribution" satisfies the 5-year rule and meets 1 of the                formula established pursuant to the Code. The formula
following requirements:                                                   excludes from income the amount invested in the contract
                                                                          divided by the number of anticipated payments until the full
•   it is made on or after the date on which the contract owner           investment in the contract is recovered. Thereafter all
    attains age 59½;                                                      distributions are fully taxable.
•   it is made to a beneficiary (or the contract owner's estate)          If a distribution of income is made from a Tax Sheltered
    on or after the death of the contract owner;                          Annuity prior to the date that the owner attains the age of 59½
•   it is attributable to the contract owner's disability; or             years, the income is subject to both the regular income tax and
                                                                          an additional penalty tax of 10%. The penalty tax can be
•   it is used for expenses attributable to the purchase of a             avoided if the distribution is:
    home for a qualified first-time buyer.
                                                                          •   made to a beneficiary on or after the death of the owner;
The 5-year rule generally is satisfied if the distribution is not
made within the 5-year period beginning with the first taxable            •   attributable to the owner becoming disabled (as defined in
year in which a contribution is made to any Roth IRA                          the Code);
established for the owner.                                                •   part of a series of substantially equal periodic payments
A qualified distribution is not included in gross income for                  made not less frequently than annually made for the life
federal income tax purposes.                                                  (or life expectancy) of the owner, or the joint lives (or
                                                                              joint life expectancies) of the owner and his or her
A non-qualified distribution is not includable in gross income                designated beneficiary; or
to the extent that the distribution, when added to all previous
distributions, does not exceed the total amount of                        •   made to the owner after separation from service with his
contributions made to the Roth IRA. Any non-qualified                         or her employer after age 55.
distribution in excess of total contributions is includable in the
                                                                          A loan from a Tax Sheltered Annuity generally is not
contract owner's gross income as ordinary income in the year
                                                                          considered to be a distribution, and is therefore generally not
that it is distributed to the Contract Owner.
                                                                          taxable. However, if the loan is not repaid in accordance with
Special rules apply for Roth IRAs that have proceeds received             the repayment schedule, the entire balance of the loan would
from an individual retirement plan prior to January 1, 1999 if            be treated as being in default, and the defaulted amount would
the owner elected the special 4-year income averaging                     be treated as being distributed to the participant as a taxable
provisions that were in effect for 1998.                                  distribution.
If non-qualified distributions of income from a Roth IRA are              If the contract owner dies before the contract is completely
made prior to the date that the owner attains the age of 59½              distributed, the balance will be included in the contract
years, the income is subject to both the regular income tax and           owner's gross estate for tax purposes.
an additional penalty tax of 10%. The penalty tax can be
                                                                          Non-Qualified Contracts - Natural Persons as Contract
avoided if the distribution is:
                                                                          Owners
•   made to a beneficiary on or after the death of the owner;             Generally, the income earned inside a non-qualified annuity
•   attributable to the owner becoming disabled (as defined in            contract that is owned by a natural person is not taxable until it
    the Code);                                                            is distributed from the contract.

•   part of a series of substantially equal periodic payments             Distributions before the annuitization date are taxable to the
    made not less frequently than annually made for the life              contract owner to the extent that the cash value of the contract
    (or life expectancy) of the owner, or the joint lives (or             exceeds the contract owner's investment in the contract at the
    joint life expectancies) of the owner and his or her                  time of the distribution. In general, the investment in the
    designated beneficiary;                                               contract is equal to the purchase payments made with after-tax
                                                                          dollars. Distributions, for this purpose, include full and partial
•   for qualified higher education expenses; or                           surrenders, any portion of the contract that is assigned or
•   used for expenses attributable to the purchase of a home              pledged, amounts borrowed from the contract, or any portion
    for a qualified first-time buyer.                                     of the contract that is transferred by gift. For these purposes, a
                                                                          transfer by gift may occur upon annuitization if the contract
If the contract owner dies before the contract is completely              owner and the annuitant are not the same individual.
distributed, the balance will be included in the contract
owner's gross estate for tax purposes.                                    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 from
                                                                          each annuity payment is determined by multiplying the

                                                                     71
annuity payment by a fraction which is equal to the contract              The non-natural persons rules do not apply to all entity-owned
owner's investment in the contract, divided by the expected               contracts. For purposes of the non-natural persons rule, a
return on the contract. Once the entire investment in the                 contract that is owned by a non-natural person as an agent of
contract is recovered, all distributions are fully includable in          an individual is treated as owned by the individual. This
income. The maximum amount excludable from income is the                  would cause the contract to be treated as an annuity under the
investment in the contract. If the annuitant dies before the              Code, allowing tax deferral. However, this exception does not
entire investment in the contract has been excluded from                  apply when the non-natural person is an employer that holds
income, and as a result of the annuitant's death no more                  the contract under a non-qualified deferred compensation
payments are due under the contract, then the unrecovered                 arrangement for one or more employees.
investment in the contract may be deducted on his or her final
                                                                          The non-natural persons rules also do not apply to contracts
tax return.
                                                                          that are:
In determining the taxable amount of a distribution, all annuity
contracts issued after October 21, 1988 by the same company               •   acquired by the estate of a decedent by reason of the death
to the same contract owner during the same calendar year will                 of the decedent;
be treated as one annuity contract.                                       •   issued in connection with certain qualified retirement
A special rule applies to distributions from contracts that have              plans and individual retirement plans;
investments that were made prior to August 14, 1982. For                  •   purchased by an employer upon the termination of certain
those contracts, distributions that are made prior to the                     qualified retirement plans; or
annuitization date are treated first as a recovery of the
investment in the contract as of that date. A distribution in             •   immediate annuities within the meaning of Section 72(u)
excess of the amount of the investment in the contract as of                  of the Code.
August 14, 1982, will be treated as taxable income.                       If the annuitant dies before the contract is completely
The Code imposes a penalty tax if a distribution is made                  distributed, the balance may be included in the annuitant's
before the contract owner reaches age 59½. The amount of                  gross estate for tax purposes, depending on the obligations that
the penalty is 10% of the portion of any distribution that is             the non-natural owner may have owed to the annuitant.
includable in gross income. The penalty tax does not apply if             Same-Sex Marriages, Domestic Partnership and Other
the distribution is:                                                      Similar Relationships
•   the result of a contract owner's death;                               Pursuant to Section 3 of the federal Defense of Marriage Act
•   the result of a contract owner's disability (as defined in the        ("DOMA"), same-sex marriages currently are not recognized
    Code);                                                                for purposes of federal law. Therefore, the favorable income-
                                                                          deferral options afforded by federal tax law to an opposite-sex
•   one of a series of substantially equal periodic payments              spouse under Code Sections 72(s) and 401(a)(9) are currently
    made over the life (or life expectancy) of the contract               NOT available to a same-sex spouse. Same-sex spouses who
    owner or the joint lives (or joint life expectancies) of the          own or are considering the purchase of annuity products that
    contract owner and the beneficiary selected by the                    provide benefits based upon status as a spouse should consult
    contract owner to receive payment under the annuity                   a tax advisor. To the extent that an annuity contract or
    payment option selected by the contract owner; or                     certificate accords to spouses other rights or benefits that are
                                                                          not affected by DOMA, same-sex spouses remain entitled to
•   is allocable to an investment in the contract before August
                                                                          such rights or benefits to the same extent as any annuity
    14, 1982.
                                                                          holder's spouse.
If the contract owner dies before the contract is completely
                                                                          Exchanges
distributed, the balance will be included in the contract
owner's gross estate for tax purposes.                                    As a general rule, federal income tax law treats exchanges of
                                                                          property in the same manner as a sale of the property.
Non-Qualified Contracts - Non-Natural Persons as Contract
                                                                          However, pursuant to Section 1035 of the Code, an annuity
Owners
                                                                          contract may be exchanged tax-free for another annuity,
The previous discussion related to the taxation of non-                   provided that the obligee (the person to whom the annuity
qualified contracts owned by individuals. Different rules (the            obligation is owed) is the same for both contracts. If the
so-called "non-natural persons" rules) apply if the contract              exchange includes the receipt of property in addition to
owner is not a natural person.                                            another annuity contract, such as cash, special rules may cause
                                                                          a portion of the transaction to be taxable.
Generally, contracts owned by corporations, partnerships,
trusts, and similar entities are not treated as annuity contracts         Tax Treatment of a Partial 1035 Exchange With Subsequent
under the Code. Therefore, income earned under a non-                     Withdrawal
qualified contract that is owned by a non-natural person is
                                                                          In March 2008, the IRS issued Rev. Proc. 2008-24, which
taxed as ordinary income during the taxable year that it is
                                                                          addresses the income tax consequences of the direct transfer of
earned. Taxation is not deferred, even if the income is not
                                                                          a portion of the cash value of an annuity contract in exchange
distributed out of the contract. The income is taxable as
                                                                          for the issuance of a second annuity contract. A direct transfer
ordinary income, not capital gain.
                                                                     72
that satisfies the revenue procedure will be treated as a tax-            Nationwide is required to withhold this amount and send it to
free exchange under Section 1035 of the Code if, for a period             the Internal Revenue Service. Some distributions to non-
of at least 12 months from the date of the direct transfer, there         resident aliens may be subject to a lower (or no) tax if a treaty
are no distributions or surrenders from either annuity contract           applies. In order to obtain the benefits of such a treaty, the
involved in the exchange. In addition, the tax-free status of             non-resident alien must:
the exchange may still be preserved despite a distribution or
                                                                          (1) provide Nationwide with a properly completed
surrender from either contract if the contract owner can show
                                                                              withholding certificate claiming the treaty benefit of a
that between the date of the direct transfer and the distribution
                                                                              lower tax rate or exemption from tax; and
or surrender, 1 of the conditions described under Section
72(q)(2) of the Code that would exempt the distribution from              (2) provide Nationwide with an individual taxpayer
the 10% early distribution penalty (such as turning age 59½,                  identification number.
or becoming disabled; but not a series of substantially equal
periodic payments or an immediate annuity) or "other similar              If the non-resident alien does not meet the above conditions,
life event" such as divorce or loss of employment occurred.               Nationwide will withhold 30% of income from the
Absent a showing of such an occurrence, Rev. Proc. 2008-24                distribution.
concludes that the direct transfer would fail to qualify as a tax-        Another exemption from the 30% withholding rate is for the
free 1035 exchange, and the full amount transferred from the              non-resident alien to provide Nationwide with sufficient
original contract would be treated as a taxable distribution,             evidence that:
followed by the purchase of a new annuity contract. Rev.
Proc. 2008-24 applies to direct transfers completed on or after           (1) the distribution is connected to the non-resident alien's
June 30, 2008. Please discuss any tax consequences                            conduct of business in the United States;
concerning any contemplated or completed transactions with a              (2) the distribution is includable in the non-resident alien's
professional tax advisor.                                                     gross income for United States federal income tax
Withholding                                                                   purposes; and

Pre-death distributions from the contracts are subject to                 (3) provide Nationwide with a properly completed
federal income tax. Nationwide will withhold the tax from the                 withholding certificate claiming the exemption.
distributions unless the contract owner requests otherwise. If            Note that for the preceding exemption, the distributions would
the distribution is from a Tax Sheltered Annuity, it will be              be subject to the same withholding rules that are applicable to
subject to mandatory 20% withholding that cannot be waived,               payments to United States persons, including back-up
unless:                                                                   withholding, which is currently at a rate of 28%, if a correct
                                                                          taxpayer identification number is not provided.
•   the distribution is made directly to another Tax Sheltered
    Annuity, qualified pension or profit-sharing plan                     This prospectus does not address any tax matters that may
    described in Section 401(a), an eligible deferred                     arise by reason of application of the laws of a non-resident
    compensation plan described in Section 457(b) which is                alien’s country of citizenship and/or country of residence.
    maintained by an eligible employer described in Section               Purchasers and prospective purchasers should consult a
    457(e)(1)(A) or individual retirement plans; or                       financial consultant, tax advisor or legal counsel to discuss the
                                                                          applicability of laws of those jurisdictions to the purchase or
•   the distribution satisfies the minimum distribution
                                                                          ownership of a contract.
    requirements imposed by the Code.
                                                                          Federal Estate, Gift and Generation Skipping Transfer
In addition, under some circumstances, the Code will not
                                                                          Taxes
permit contract owners to waive withholding. Such
circumstances include:                                                    The following transfers may be considered a gift for federal
                                                                          gift tax purposes:
•   if the payee does not provide Nationwide with a taxpayer
    identification number; or                                             •   a transfer of the contract from one contract owner to
                                                                              another; or
•   if Nationwide receives notice from the Internal Revenue
    Service that the taxpayer identification number furnished             •   a distribution to someone other than a contract owner.
    by the payee is incorrect.
                                                                          Upon the contract owner's death, the value of the contract may
If a contract owner is prohibited from waiving withholding, as            be subject to estate taxes, even if all or a portion of the value is
described above, the distribution will be subject to mandatory            also subject to federal income taxes.
back-up withholding. The mandatory back-up withholding
                                                                          Section 2612 of the Code may require Nationwide to
rate is established by Section 3406 of the Code and is applied
                                                                          determine whether a death benefit or other distribution is a
against the amount of income that is distributed.
                                                                          "direct skip" and the amount of the resulting generation
Non-Resident Aliens                                                       skipping transfer tax, if any. A direct skip is when property is
                                                                          transferred to, or a death benefit or other distribution is made
Generally, a pre-death distribution from a contract to a non-
                                                                          to:
resident alien is subject to federal income tax at a rate of 30%
of the amount of income that is distributed.

                                                                     73
a)   an individual who is 2 or more generations younger than              make a distinction between "beneficiary" and "designated
     the contract owner; or                                               beneficiary" when determining the life expectancy that may be
                                                                          used for payments that are made from IRAs, SEP IRAs,
b)   certain trusts, as described in Section 2613 of the Code
                                                                          Simple IRAs, Roth IRAs and Tax Sheltered Annuities after
     (generally, trusts that have no beneficiaries who are not 2
                                                                          the death of the annuitant, or that are made from non-qualified
     or more generations younger than the contract owner).
                                                                          contracts after the death of the contract owner. A designated
If the contract owner is not an individual, then for this purpose         beneficiary is a natural person who is designated by the
only, "contract owner" refers to any person:                              contract owner as the beneficiary under the contract. Non-
                                                                          natural beneficiaries (e.g. charities or certain trusts) are not
•    who would be required to include the contract, death                 designated beneficiaries for the purpose of required
     benefit, distribution, or other payment in his or her federal        distributions and the life expectancy of such a beneficiary is 0.
     gross estate at his or her death; or
                                                                          Life expectancies and joint life expectancies will be
•    who is required to report the transfer of the contract, death        determined in accordance with the relevant guidance provided
     benefit, distribution, or other payment for federal gift tax         by the Internal Revenue Service and the Treasury Department,
     purposes.                                                            including but not limited to Treasury Regulation 1.72-9 and
If a transfer is a direct skip, Nationwide may be required to             Treasury Regulation 1.401(a)(9)-9.
deduct the amount of the transfer tax from the death benefit,             Required distributions paid upon the death of the contract
distribution or other payment, and remit it directly to the               Owner are paid to the beneficiary or beneficiaries stipulated
Internal Revenue Service.                                                 by the contract owner. How quickly the distributions must be
Charge for Tax                                                            made may be determined with respect to the life expectancies
                                                                          of the beneficiaries. For non-qualified contracts, the
Nationwide is not required to maintain a capital gain reserve             beneficiaries used in the determination of the distribution
liability on non-qualified contracts. If tax laws change                  period are those in effect on the date of the contract owner's
requiring a reserve, Nationwide may implement and adjust a                death. For contracts other than non-qualified contracts, the
tax charge.                                                               beneficiaries used in the determination of the distribution
Diversification                                                           period do not have to be determined until September 30 of the
                                                                          year following the contract owner's death. If there is more
Code Section 817(h) contains rules on diversification                     than one beneficiary, the life expectancy of the beneficiary
requirements for variable annuity contracts. A variable                   with the shortest life expectancy is used to determine the
annuity contract that does not meet these diversification                 distribution period. Any beneficiary that is not a designated
requirements will not be treated as an annuity, unless:                   beneficiary has a life expectancy of 0.
•    the failure to diversify was accidental;                             Required Distributions for Non-Qualified Contracts
•    the failure is corrected; and                                        Code Section 72(s) requires Nationwide to make certain
                                                                          distributions when a contract owner dies. The following
•    a fine is paid to the Internal Revenue Service.
                                                                          distributions will be made in accordance with the following
The amount of the fine will be the amount of tax that would               requirements:
have been paid by the contract owner if the income, for the
                                                                          (1) If any contract owner dies on or after the annuitization date
period the contract was not diversified, had been received by
                                                                              and before the entire interest in the contract has been
the contract owner.
                                                                              distributed, then the remaining interest must be distributed
If the violation is not corrected, the contract owner will be                 at least as rapidly as the distribution method in effect on the
considered the owner of the underlying securities and will be                 contract owner's death.
taxed on the earnings of his or her contract. Nationwide
                                                                          (2) If any contract owner dies before the annuitization date, then
believes that the investments underlying this contract meet
                                                                              the entire interest in the contract (consisting of either the
these diversification requirements.
                                                                              death benefit or the contract value reduced by charges set
                                                                              forth elsewhere in the contract) will be distributed within 5
Required Distributions                                                        years of the contract owner's death, provided however:
The Code requires that certain distributions be made from the                 (a) any interest payable to or for the benefit of a designated
contracts issued in conjunction with this prospectus.                             beneficiary may be distributed over the life of the
Following is an overview of the required distribution rules                       designated beneficiary or over a period not longer than
applicable to each type of contract. Please consult a qualified                   the life expectancy of the designated beneficiary.
tax or financial advisor for more specific required distribution                  Payments must begin within one year of the contract
information.                                                                      owner's death unless otherwise permitted by federal
Required Distributions – General Information                                      income tax regulations; and

In general, a beneficiary is an individual or other entity that               (b) if the designated beneficiary is the surviving spouse of
the contract owner designates to receive death proceeds upon                      the deceased contract owner, the spouse can choose to
the contract owner's death. The distribution rules in the Code                    become the contract owner instead of receiving a death

                                                                     74
         benefit. Any distributions required under these                  Due to recent changes in Treasury Regulations, the amount
         distribution rules will be made upon that spouse's death.        used to compute the minimum distribution requirement may
                                                                          exceed the contract value.
In the event that the contract owner is not a natural person
(e.g., a trust or corporation), for purposes of these                     If the contract owner dies before the required beginning date
distribution provisions:                                                  (in the case of a Tax Sheltered Annuity, IRA, SEP IRA or
                                                                          Simple IRA) or before the entire contract value is distributed
(a) the death of the annuitant will be treated as the death of a
                                                                          (in the case of a Roth IRA), any remaining interest in the
    contract owner;
                                                                          contract must be distributed over a period not exceeding the
(b) any change of annuitant will be treated as the death of a             applicable distribution period, which is determined as follows:
    contract owner; and
                                                                          (a) if the designated beneficiary is the ontract owner's spouse,
(c) in either case, the appropriate distribution will be made upon            the applicable distribution period is the surviving spouse's
    the death or change, as the case may be.                                  remaining life expectancy using the surviving spouse's
                                                                              birthday for each distribution calendar year after the
These distribution provisions do not apply to any contract
                                                                              calendar year of the contract owner's death. For calendar
exempt from Section 72(s) of the Code by reason of Section
                                                                              years after the death of the contract owner's surviving
72(s)(5) or any other law or rule.
                                                                              spouse, the applicable distribution period is the spouse's
Required Distributions for Tax Sheltered Annuities, IRAs,                     remaining life expectancy using the spouse's age in the
SEP IRAs, Simple IRAs and Roth IRAs                                           calendar year of the spouse's death, reduced by 1 for each
                                                                              calendar year that elapsed since the calendar year
Distributions from a Tax Sheltered Annuity, IRA, SEP IRA or                   immediately following the calendar year of the spouse's
Simple IRA must begin no later than April 1 of the calendar                   death;
year following the calendar year in which the contract owner
reaches age 70½. Distributions may be paid in a lump sum or               (b) if the designated beneficiary is not the contract owner's
in substantially equal payments over:                                         surviving spouse, the applicable distribution period is the
                                                                              designated beneficiary's remaining life expectancy using
(a) the life of the contract owner or the joint lives of the                  the designated beneficiary's birthday in the calendar year
    contract owner and the contract owner's designated                        immediately following the calendar year of the contract
    beneficiary; or                                                           owner's death, reduced by 1 for each calendar year that
(b) a period not longer than the period determined under the                  elapsed thereafter; and
    table in Treasury Regulation 1.401(a)(9)-9, which is the              (c) if there is no designated beneficiary, the entire balance of
    deemed joint life expectancy of the contract owner and a                  the contract must be distributed by December 31 of the 5th
    person 10 years younger than the contract owner. If the                   year following the contract owner's death.
    designated beneficiary is the spouse of the contract
    owner, the period may not exceed the longer of the period             If the contract owner dies on or after the required beginning
    determined under such table or the joint life expectancy of           date, the interest in the Tax Sheltered Annuity, IRA, SEP IRA
    the contract owner and the contract owner's spouse,                   or Simple IRA must be distributed over a period not exceeding
    determined in accordance with Treasury Regulation 1.72-               the applicable distribution period, which is determined as
    9, or such additional guidance as may be provided                     follows:
    pursuant to Treasury Regulation 1.401(a)(9)-9.                        (a) if the designated beneficiary is the contract owner's
For Tax Sheltered Annuities, required distributions do not                    spouse, the applicable distribution period is the surviving
have to be withdrawn from this contract if they are being                     spouse's remaining life expectancy using the surviving
withdrawn from another Tax Sheltered Annuity of the contract                  spouse's birthday for each distribution calendar year after
owner.                                                                        the calendar year of the contract owner's death. For
                                                                              calendar years after the death of the contract owner's
For IRAs, SEP IRAs and Simple IRAs, required distributions                    surviving spouse, the applicable distribution period is the
do not have to be withdrawn from this contract if they are                    greater of (a) the contract owner's remaining life
being withdrawn from another IRA, SEP IRA or Simple IRA                       expectancy using the contract owner's birthday in the
of the contract owner.                                                        calendar year of the contract owner's death, reduced by
If the Contract Owner's entire interest in a Tax Sheltered                    one for each year thereafter; or (b) the spouse's remaining
Annuity, IRA, SEP IRA or Simple IRA will be distributed in                    life expectancy using the spouse's age in the calendar year
equal or substantially equal payments over a period described                 of the spouse's death, reduced by 1 for each calendar year
in (a) or (b) above, the payments must begin on or before the                 that elapsed since the calendar year immediately
required beginning date. The required beginning date is April                 following the calendar year of the spouse's death;
1 of the calendar year following the calendar year in which the           (b) if the designated beneficiary is not the contract owner's
contract owner reaches age 70½. The rules for Roth IRAs do                    surviving spouse, the applicable distribution period is the
not require distributions to begin during the contract owner's                greater of (a) the contract owner's remaining life
lifetime, therefore, the required beginning date is not                       expectancy using the contract owner's birthday in the
applicable to Roth IRAs.                                                      calendar year of the contract owner's death, reduced by 1
                                                                              for each year thereafter; or (b) the designated beneficiary's
                                                                     75
    remaining life expectancy using the designated                       and that increase the portability of various retirement plans.
    beneficiary's birthday in the calendar year immediately              However, all of the other changes resulting from EGTRRA
    following the calendar year of the contract owner's death,           were scheduled to "sunset," or become ineffective, after
    reduced by 1 for each calendar year that elapsed                     December 31, 2010 unless they are extended by additional
    thereafter; and                                                      legislation. The sunset date for many of these provisions was
                                                                         extended to December 31, 2012 by the Tax Relief,
(c) if there is no designated beneficiary, the applicable
                                                                         Unemployment Insurance Reauthorization, and Job Creation
    distribution period is the contract owner's remaining life
                                                                         Act of 2010. However, if these changes are not further
    expectancy using the contract owner's birthday in the
                                                                         extended (or modified) by new legislation, the Code will be
    calendar year of the contract owner's death, reduced by 1
                                                                         restored to its pre-EGTRRA form after December 31, 2012.
    for each year thereafter.
                                                                         This creates uncertainty as to future tax requirements and
If distribution requirements are not met, a penalty tax of 50%           implications. Please consult a qualified tax or financial
is levied on the difference between the amount that should               advisor for further information relating to these and other tax
have been distributed for that year and the amount that                  issues.
actually was distributed for that year.
                                                                         State Taxation
For IRAs, SEP IRAs and Simple IRAs, all or a portion of each
                                                                         The tax rules across the various states and localities are not
distribution will be included in the recipient's gross income
                                                                         uniform and therefore are not discussed in this prospectus.
and taxed at ordinary income tax rates. The portion of a
                                                                         Tax rules that may apply to contracts issued in U.S. territories
distribution that is taxable is based on the ratio between the
                                                                         such as Puerto Rico and Guam are also not discussed.
amount by which non-deductible purchase payments exceed
                                                                         Purchasers and prospective purchasers should consult a
prior non-taxable distributions and total account balances at
                                                                         financial consultant, tax advisor or legal counsel to discuss the
the time of the distribution. The owner of an IRA, SEP IRA
                                                                         taxation and use of the contracts.
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."
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
advisor for more information.
In 2001, the Economic Growth and Tax Relief Reconciliation
Act (EGTRRA) was enacted. EGTRRA made numerous
changes to the Code, including the following:
•   generally lowering federal income tax rates;
•   increasing the amounts that may be contributed to various
    retirement plans, such as individual retirement plans, Tax
    Sheltered Annuities and Qualified Plans;
•   increasing the portability of various retirement plans by
    permitting individual retirement plans, 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
                                                                    76
Appendix D: State Variations
Described below are the variations to certain prospectus disclosure resulting from state law or the instruction provided by state
insurance authorities as of the date of this prospectus. Information regarding a state's requirements does not mean that
Nationwide currently offers contracts within that jurisdiction. These variations are subject to change without notice and
additional variations may be imposed as required by specific states. Please contact Nationwide or your registered representative for
the most up to date information regarding state variations.
California - Nationwide will honor any free look cancellation that is received at Nationwide's home office or postmarked within 35
days after the contract issue date. Nationwide will allocate initial purchase payments allocated to Sub-Accounts to the money market
Sub-Account during the free look period. See "Right to Examine and Cancel" earlier in this prospectus for more information.
Joint owners are not limited to spouses. See "Ownership and Interests in the Contract" earlier in this prospectus for more information.
Florida - Total cumulative purchase payments under the contract issued by Nationwide with the same Annuitant may not exceed
$2,000,000 (and will be returned to the contract owner), unless Nationwide agrees in writing to accept purchase payments exceeding
$2,000,000. See "Investing in the Contract," subsection "Minimum Initial and Subsequent Purchase Payments" earlier in this
prospectus.
Hawaii - Joint owners are not limited to spouses. See "Ownership and Interests in the Contract," subsection "Joint Owners" earlier in this
prospectus for more information.
Minnesota - The Extra Value Options are not available. See "Optional Contract Benefits, Charges and Deductions," subsection
"Extra Value Options" earlier in this prospectus for more information.
Joint owners are not limited to spouses. See "Ownership and Interests in the Contract" earlier in this prospectus for more information.
New Hampshire - Joint owners are not limited to spouses. See "Ownership and Interests in the Contract" earlier in this prospectus for
more information.
New Jersey - Charitable Remainder Trust contract type is not available. See "Investing in the Contract" earlier in this prospectus for
more information.
Joint owners are not limited to spouses. See "Ownership and Interests in the Contract" earlier in this prospectus for more information.
The Spousal Protection Feature is referred to as the Secondary Life Protection Feature. The Secondary Life Protection Feature must
be elected at the time of application and is not available to be elected after contract issuance. See "Death Benefits" subsection "Death
Benefit Calculations" subsection "Spousal Protection Feature" earlier in this prospectus.
New York - Joint owners are not limited to spouses. See "Ownership and Interests in the Contract" earlier in this prospectus for more
information.
If no purchase payment is received three (3) years prior to the Annuitization Date and, if the net amount to be applied to any annuity
payment option at the Annuitization Date is less than $2,000, Nationwide has the right to pay this amount in one lump sum instead of
periodic annuity payments. See "Annuitizing the Contract," subsection "Frequency and Amount of Annuity Payments" earlier in this
prospectus for more information.
Oregon - Joint owners are not limited to spouses. See "Ownership and Interests in the Contract" subsection earlier in this prospectus
for more information.
Pennsylvania - Joint owners are not limited to spouses. See "Ownership and Interests in the Contract" subsection earlier in this
prospectus for more information.
Puerto Rico - Nationwide will not charge premium taxes against the Contract.
Vermont - Joint owners are not limited to spouses. See "Ownership and Interests in the Contract" earlier in this prospectus for more
information.




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