Form 485BPOS NATIONWIDE VARIABLE ACCO

October 10, 2025 9:17 AM EDT
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As filed with the Securities and Exchange Commission on October 10, 2025
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-4
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933File No. 002-58043
Pre-Effective Amendment No.
Post-Effective Amendment No. 76
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940File No. 811-02716
Amendment No. 115
(Check appropriate box or boxes.)
Nationwide Variable Account

(Exact Name of Registrant)
Nationwide Life Insurance Company

(Name of Depositor)
One Nationwide Plaza, Columbus, Ohio 43215

(Address of Depositor's Principal Executive Offices) (Zip Code)
(614) 249-7111

Depositor's Telephone Number, including Area Code
Denise L. Skingle, Senior Vice President and Secretary
One Nationwide Plaza, Columbus, Ohio 43215

(Name and Address of Agent for Service)
October 10, 2025

Approximate Date of Proposed Public Offering
It is proposed that this filing will become effective (check appropriate box)
☐ immediately upon filing pursuant to paragraph (b)
☒ on October 10, 2025 pursuant to paragraph (b)
☐ 60 days after filing pursuant to paragraph (a)(1)
☐ on (date) pursuant to paragraph (a)(1)
If appropriate, check the following box:
☐ this post-effective amendment designates a new effective date for a previously filed post-effective amendment.

Supplement dated October 10, 2025
to the following statutory prospectus(es):
Soloist, Nationwide O Series, America's marketFLEX II Annuity, America's marketFlex Edge Annuity, America's marketFLEX Advisor Annuity, Sun Trust All American and Compass All American dated May 1, 2025
This supplement updates certain information contained in your statutory prospectus. Please read and retain
this supplement for future reference.
At a meeting held on June 10, 2025, the Board of Trustees (the "Board") of Nationwide Variable Insurance Trust (the "Trust"), approved the merger of the NVIT NS Partners International Focused Growth Fund (the "Target Fund") and the NVIT International Equity Fund (the "Acquiring Fund"). The merger will be effective on or about October 24, 2025 (the "Effective Date").
As of the Effective Date, the following changes apply to the contract:
the Target Fund will no longer be available to receive transfers or new purchase payments;
the Target Fund will transfer all or substantially all of its assets to the Acquiring Fund in exchange for shares of the Acquiring Fund; and
the Acquiring Fund will assume all liabilities of the Target Fund.
Accordingly, the following changes apply to the prospectus:
(1) Appendix A is amended to add the following:
Type
Underlying Mutual Fund and Adviser/Subadviser
Current
Expenses
Average Annual Total
Returns
(as of 12/31/2024)
1 year
5 year
10 year
Equity
Nationwide Variable Insurance Trust – NVIT International Equity Fund: Class
II
Investment Advisor: Nationwide Fund Advisors
Sub-Advisor: Lazard Asset Management LLC
1.23%*
11.01%
6.92%
5.77%
*
This underlying mutual fund’s current expenses reflect a temporary fee reduction.
(2) All references in the prospectus to the Target Fund are deleted and replaced with the Acquiring Fund.
PROS-1123
1


Incorporation by Reference
The prospectus supplements dated July 3, 2025, July 10, 2025 and September 29, 2025, the prospectus, except as modified herein, and the Statement of Additional Information, that were effective May 1, 2025, previously filed with the Commission under SEC file No. 002-58043, are hereby incorporated by reference and made a part of this registration statement.
Prospectus Supplements:
Prospectus:
Statement of Additional Information:
1

PART C. OTHER INFORMATION
Item 27. Exhibits
a)
Resolution of the Depositor's Board of Directors authorizing the establishment of the Registrant – Filed previously with this Registration Statement (1933 act File No. 002–58043) and hereby incorporated by reference.
b)
Not Applicable.
d)
The form of the variable annuity contract – Filed previously with this Registration Statement (1933 act File No. 002–58043) and hereby incorporated by reference.
e)
Variable Annuity Application – Filed previously with this Registration Statement (1933 act File No. 002–58043) and hereby incorporated by reference.
f)
Depositor’s Certificate of Incorporation and By-Laws.
g)
Not Applicable.
h)
Form of Participation Agreements –
Unless indicated as attached hereto, the following fund participation agreements were previously filed and are hereby incorporated by reference.


i)
Form of Administrative Contracts
Unless indicated as attached hereto, the following administrative contracts were previously filed and are hereby incorporated by reference.


j)
Not Applicable.
k)
Opinion of Counsel – Filed previously with this Registration Statement (1933 act File No. 002-58043) and hereby incorporated by reference.
m)
Not Applicable.
n)
Not Applicable.
Item 28. Directors and Officers of the Depositor
The business address of the Directors and Officers of the Depositor is:
One Nationwide Plaza, Columbus, Ohio 43215
 
 
President and Chief Operating Officer and Director
Hawley, Craig A.
Executive Vice President-Chief Marketing Officer
Bair, Ann S.
Executive Vice President-Chief Human Resources Officer
Clements, Vinita J.
Executive Vice President-Nationwide Chief Technology Officer
Fowler, James R.
Executive Vice President and Director
Frommeyer, Timothy G.
Executive Vice President-Chief Legal Officer
Howard, Mark S.
Executive Vice President-Chief Customer, Strategy & Innovation Officer
Mahaffey, Michael W.
Senior Vice President-NF Strategic Customer Solutions
Ambrozy, Tina S.
Senior Vice President-Strategic Planning
Amodeo, Daniel W.
Senior Vice President-Corporate Controller and Chief Accounting Officer
Benson, James D.
Senior Vice President-Chief Economist
Bostjancic, Kathleen
Senior Vice President-P&C Legal
Boyer, John N.
Senior Vice President-Human Resources Business Partner
Bretz, Angela D.
Senior Vice President-Internal Audit
Burchwell, Jason E.
Senior Vice President-Nationwide Pet
Carnes, Joel R.M.
Senior Vice President-Chief Technology Officer - Nationwide Financial
Carrel, Michael W.
Senior Vice President-Chief Investment Officer
Coleman, Joel L.
Senior Vice President-Chief Compliance Officer
Dankovic, Rae Ann
Senior Vice President-Chief Risk Officer
Diem, Klaus K.
Senior Vice President-External Affairs
English, Steven M.
Senior Vice President-Trial Division
Failor, Scott E.
Senior Vice President-Corporate Operations & Litigation Legal
Furniss, Natalie T.
Senior Vice President-Chief Financial Officer - Financial Services and Director
Ginnan, Steven A.
Senior Vice President-Chief Financial Officer - Property & Casualty
Guerrero, Oscar
Senior Vice President-Annuity Distribution
Guymon, Rona
Senior Vice President-Human Resources Business Partner
Hairston, Mia S.
Senior Vice President-Operations - E&S/Specialty and Commercial
Henderson, Clayton R.
Senior Vice President-Underwriting Performance - E&S/Specialty and
Commercial
Hespe, Julie
Senior Vice President-Legal - NF
Innis-Thompson, Janice
Senior Vice President-Management Liability & Specialty - E&S/Specialty
Iorio, Thomas A.
Senior Vice President-Marketing - Enterprise Brand Strategy & Activation
Jackson, Richard W.
Senior Vice President-PL Product and Underwriting
Jacobs, Sarah E.
Senior Vice President-Investment Management Group
Jestice, Kevin T.
Senior Vice President-E&S/Specialty and Commercial Lines
Johnston, Russell M.
Senior Vice President-Chief Innovation and Digital Officer
Kandhari, Chetan D.
Senior Vice President-Property & Casualty Commercial Lines
Kempton, Casey E.
Senior Vice President-Chief Technology Officer - Technology Strategy, Data &
Innovation
Kolp, Melanie A.
Senior Vice President-Chief Technology Officer - Corporate Technology
Kuamoo, Misty C.

Senior Vice President-Business Performance - Property & Casualty
Kyung, Jennifer
Senior Vice President-Nationwide Agribusiness
Liggett, Brad R.
Senior Vice President-Programs & Alternative Risk - E&S/Specialty
Lopes, John S.
Senior Vice President-Culture & Talent Acquisition
Lucas, Giavonni
Senior Vice President-Chief Information Security Officer
Lukens, Todd
Senior Vice President-Marketing Management - P&C
MacKenzie, Jennifer B.
Senior Vice President-Group Benefits
Murray, Lindsey E.
Senior Vice President-Contract & Brokerage Underwriting - E&S/Specialty
Nelson, David N.
Senior Vice President-Corporate Development and Finance
O'Brien, Kevin G.
Senior Vice President-Corporate Solutions
Perez, Juan J.
Senior Vice President-Talent & Organization Effectiveness
Pheister, Erin R.
Senior Vice President-Agribusiness Distribution and Underwriting
Pollitt, Dirk
Senior Vice President-Retirement Solutions Sales
Porter, Richard
Senior Vice President-Marketing Management - Financial Services
Rodriguez, Kristi L.
Senior Vice President-Personal Lines Operations
Rommel, Jeff M.
Senior Vice President-Chief Customer Officer
Samuel, Michelle
Senior Vice President-Finance, Strategy & Governance Legal & Corporate
Secretary
Skingle, Denise L.
Senior Vice President-Nationwide Life and Director
Snyder, Holly R.
Senior Vice President-Total Rewards
Sonneman, Christopher P.
Senior Vice President-Retirement Solutions
Stevenson, Eric R.
Senior Vice President-Commercial Lines - Middle Market
Talkowski, Kristina M.
Senior Vice President-Personal Lines Sales & Distribution
Tripp, Michael N.
Senior Vice President-Chief Technology Officer - Property & Casualty
Vasudeva, Guruprasad C.
Senior Vice President-E-Risk Services - E&S/Specialty
Walsh, James
Senior Vice President-Programs - E&S/Specialty
Wayne, Amber M.
Senior Vice President-Human Resources Business Partner
Webster, Cynthia S.
Senior Vice President-Commercial Lines - Small Market
Williams, George M.
Director
Walker, Kirt A.
Item 29. Persons Controlled by or Under Common Control with the Depositor or Registrant.
Following is a list of entities directly or indirectly controlled by or under common control with the depositor or registrant. Ownership is indicated through indentation. Unless otherwise indicated, each subsidiary is either wholly-owned or majority-owned by the parent company immediately preceding it. (For example, Nationwide Fund Distributors, LLC is either wholly-owned or majority owned by NFS Distributors, Inc.) Separate accounts that have been established pursuant to board resolution but are not, and have never been, active are omitted.
Company
Jurisdiction
of Domicile
Brief Description of Business
Nationwide Financial Services, Inc.
Delaware
The company acts primarily as a holding company for
companies within the Nationwide organization that offer
or distribute life insurance, long-term savings and
retirement products.
NFS Distributors, Inc.
Delaware
The company acts primarily as a holding company for
Nationwide Financial Services, Inc. companies.
Nationwide Financial General Agency, Inc.
Pennsylvania
The company is a multi-state licensed insurance agency.
Nationwide Fund Distributors, LLC
Delaware
The company is a limited purpose broker-dealer.
Nationwide Fund Management, LLC
Delaware
The company provides administration, transfer and
dividend disbursing agent services to various mutual
fund entities.
Nationwide Retirement Solutions, Inc.
Delaware
The company markets and administers deferred
compensation plans for public employees.
Nationwide Securities, LLC
Delaware
The company is a general purpose broker-dealer and
investment adviser registered with the Securities and
Exchange Commission.

Company
Jurisdiction
of Domicile
Brief Description of Business
Nationwide Trust Company, FSB
Federal
This is a federal savings bank chartered by the Office of
Thrift Supervision in the United States Department of
Treasury to exercise deposit, lending, agency, custody
and fiduciary powers and to engage in activities
permissible for federal savings banks under the Home
Owners’ Loan Act of 1933.
Nationwide Financial Services Capital Trust
Delaware
The trust’s sole purpose is to issue and sell certain
securities representing individual beneficial interests in
the assets of the trust
525 Cleveland Avenue, LLC
Ohio
This is a limited liability company organized under the
laws of the State of Ohio. The company was formed to
provide remedial real property cleanup prior to sale.
Nationwide Life Insurance Company 2
Ohio
The corporation provides individual life insurance, group
and health insurance, fixed and variable annuity products
and other life insurance products.
Jefferson National Life Insurance Company2,3
Texas
The company provides life, health and annuity products.
Jefferson National Life Annuity Company C2,3
 
A separate account issuing variable annuity products.
Jefferson National Life Annuity Account E2,3
 
A separate account issuing variable annuity products.
Jefferson National Life Annuity Account F2,3
 
A separate account issuing variable annuity products.
Jefferson National Life Annuity Account G2,3
 
A separate account issuing variable annuity products.
Nationwide Jefferson National VA Separate
Account 12,3
New York
A separate account issuing variable annuity products.
MFS Variable Account2,3
Ohio
A separate account issuing variable annuity contracts.
Nationwide Multi-Flex Variable Account2,3
Ohio
A separate account issuing variable annuity contracts.
Nationwide Variable Account2,3
Ohio
A separate account issuing variable annuity contracts.
Nationwide Variable Account-II2,3
Ohio
A separate account issuing variable annuity contracts.
Nationwide Variable Account-32,3
Ohio
A separate account issuing variable annuity contracts.
Nationwide Variable Account-42,3
Ohio
A separate account issuing variable annuity contracts.
Nationwide Variable Account-52,3
Ohio
A separate account issuing variable annuity contracts.
Nationwide Variable Account-62,3
Ohio
A separate account issuing variable annuity contracts.
Nationwide Variable Account-72,3
Ohio
A separate account issuing variable annuity contracts.
Nationwide Variable Account-82,3
Ohio
A separate account issuing variable annuity contracts.
Nationwide Variable Account-92,3
Ohio
A separate account issuing variable annuity contracts.
Nationwide Variable Account-102,3
Ohio
A separate account issuing variable annuity contracts.
Nationwide Variable Account-112,3
Ohio
A separate account issuing variable annuity contracts.
Nationwide Variable Account-122,3
Ohio
A separate account issuing variable annuity contracts.
Nationwide Variable Account-132,3
Ohio
A separate account issuing variable annuity contracts.
Nationwide Variable Account-142,3
Ohio
A separate account issuing variable annuity contracts.
Nationwide Variable Account-152,3
Ohio
A separate account issuing variable annuity contracts.
Nationwide Provident VA Separate Account 12,3
Pennsylvania
A separate account issuing variable annuity contracts.
Nationwide VLI Separate Account2,3
Ohio
A separate account issuing variable life insurance
policies.
Nationwide VLI Separate Account-22,3
Ohio
A separate account issuing variable life insurance
policies.
Nationwide VLI Separate Account-32,3
Ohio
A separate account issuing variable life insurance
policies.
Nationwide VLI Separate Account-42,3
Ohio
A separate account issuing variable life insurance
policies.
Nationwide VLI Separate Account-52,3
Ohio
A separate account issuing variable life insurance
policies.
Nationwide VLI Separate Account-62,3
Ohio
A separate account issuing variable life insurance
policies.
Nationwide VLI Separate Account-72,3
Ohio
A separate account issuing variable life insurance
policies.
Nationwide Provident VLI Separate Account 12,3
Pennsylvania
A separate account issuing variable life insurance
policies.

Company
Jurisdiction
of Domicile
Brief Description of Business
Nationwide Investment Services Corporation3
Oklahoma
This is a limited purpose broker-dealer and distributor of
variable annuities and variable life products for
Nationwide Life Insurance Company and Nationwide Life
and Annuity Insurance Company. The company also
provides educational services to retirement plan
sponsors and its participants.
Nationwide Financial Assignment Company3
Ohio
The company is an administrator of structured
settlements.
Nationwide Investment Advisors, LLC3
Ohio
The company provides investment advisory services.
Eagle Captive Reinsurance, LLC3
Ohio
The company is engaged in the business of insurance
Nationwide Life and Annuity Insurance
Company2,3
Ohio
The company engages in underwriting life insurance and
granting, purchasing and disposing of annuities.
Nationwide VA Separate Account-A2,3
Ohio
A separate account issuing variable annuity contracts.
Nationwide VA Separate Account-B2,3
Ohio
A separate account issuing variable annuity contracts.
Nationwide VA Separate Account-C2,3
Ohio
A separate account issuing variable annuity contracts.
Nationwide VA Separate Account-D2,3
Ohio
A separate account issuing variable annuity contracts.
Nationwide Provident VA Separate Account
A2,3
Delaware
A separate account issuing variable annuity contracts.
Nationwide VL Separate Account-C2,3
Ohio
A separate account issuing variable life insurance
policies.
Nationwide VL Separate Account-D2,3
Ohio
A separate account issuing variable life insurance
policies.
Nationwide VL Separate Account-G2,3
Ohio
A separate account issuing variable life insurance
policies.
Nationwide Provident VLI Separate
Account A2,3
Delaware
A separate account issuing variable life insurance
policies.
Olentangy Reinsurance, LLC3
Vermont
The company is a captive life reinsurance company.
Nationwide SBL, LLC
Ohio
The company is a lender offering securities-back lines of
credit.
Nationwide Life and Benefits Insurance
Company (fka Direct General Life Insurance
Company)
South Carolina
The Company is a South Carolina stock life insurance
company that previously offered a life product only, but is
filing stop loss products in majority of states and a fully
insured small group health product in a limited number of
states.
NSM Sales Corporation
Nevada
The Company is a sales and distribution organization for
group health product and ancillary third-party products.
The Association Benefits Solution, LLC
Delaware
The Company is a Program Manager for self-funded
group health program where it coordinates and manages
offerings to employers looking for an "off the shelf"
solution to self-fund employee health plans.
Registered Investment Advisors Services, Inc.
Texas
The company is a technology company that facilitates
third-party money management services for registered
investment advisors
Nationwide Fund Advisors4
Delaware
The trust acts as a registered investment advisor.
1
This subsidiary/entity is controlled by its immediate parent through contractual association.
2
This subsidiary/entity files separate financial statements.
3
Information for this subsidiary/entity is included in the consolidated financial statements of its immediate parent.
4
This subsidiary/entity is a business trust.
Item 30. Indemnification
Provision is made in Nationwide’s Amended and Restated Code of Regulations and expressly authorized by the General Corporation Law of the State of Ohio, for indemnification by Nationwide of any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative by reason of the fact that such person is or was a director, officer or employee of Nationwide, against expenses, including attorneys fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding, to the extent and under the circumstances permitted by the General Corporation Law of the State of Ohio.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 ("Act") may be permitted to directors, officers or persons controlling Nationwide pursuant to the foregoing provisions, Nationwide has been informed that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.
Item 31. Principal Underwriter
Nationwide Investment Services Corporation ("NISC")
a)
NISC serves as principal underwriter and general distributor for the following separate investment accounts of Nationwide or its affiliates:
Jefferson National Life Annuity Account C
Nationwide Variable Account-14
Jefferson National Life Annuity Account E
Nationwide Variable Account-15
Jefferson National Life Annuity Account F
Nationwide VA Separate Account-A
Jefferson National Life Annuity Account G
Nationwide VA Separate Account-B
Nationwide Jefferson National VA Separate Account 1
Nationwide VA Separate Account-C
MFS Variable Account
Nationwide VA Separate Account-D
Multi-Flex Variable Account
Nationwide VLI Separate Account
Nationwide Variable Account
Nationwide VLI Separate Account-2
Nationwide Variable Account-II
Nationwide VLI Separate Account-3
Nationwide Variable Account-3
Nationwide VLI Separate Account-4
Nationwide Variable Account-4
Nationwide VLI Separate Account-5
Nationwide Variable Account-5
Nationwide VLI Separate Account-6
Nationwide Variable Account-6
Nationwide VLI Separate Account-7
Nationwide Variable Account-7
Nationwide VL Separate Account-C
Nationwide Variable Account-8
Nationwide VL Separate Account-D
Nationwide Variable Account-9
Nationwide VL Separate Account-G
Nationwide Variable Account-10
Nationwide Provident VA Separate Account 1
Nationwide Variable Account-11
Nationwide Provident VA Separate Account A
Nationwide Variable Account-12
Nationwide Provident VLI Separate Account 1
Nationwide Variable Account-13
Nationwide Provident VLI Separate Account A
b)
Directors and Officers of NISC:
President and Director
Ambrozy, Tina S.
Senior Vice President and Secretary
Skingle, Denise L.
Vice President and Assistant Secretary
Garman, David A.
Vice President-Chief Compliance Officer
Rabenstine, James J.
Vice President-Chief Tax Officer
Scheiderer, Kevin P.
Vice President-CFO - Life Insurance
Wild, Keith D.
Associate Vice President-NF Compliance - Strategic Customer Solutions
Deleget, J. Brian
Associate Vice President and Assistant Treasurer
Hacker, Hope C.
Associate Vice President and Assistant Treasurer
Radabaugh, Nathan
Associate Vice President and Treasurer
Roswell, Ewan T.
Associate Vice President and Assistant Treasurer
Walker, Tonya G.
Assistant Secretary
Bowman, Heidi K.
Assistant Secretary
Dokko, David H.
Assistant Secretary
Hartman, Mark E.
Director
Hawley, Craig A.
Director
Stevenson, Eric
The business address of the Directors and Officers of NISC is:
One Nationwide Plaza, Columbus, Ohio 43215.

c)
Name of Principal Underwriter
Net Underwriting
Discounts
Compensation on
Redemption
Brokerage
Commissions
Other
Compensation
Nationwide Investment Services Corporation
N/A
N/A
N/A
N/A
Item 32. Location of Accounts and Records
Steven A. Ginnan
Nationwide Life Insurance Company
One Nationwide Plaza
Columbus, OH 43215
Item 33. Management Services
Not Applicable
Item 34. Fee Representation
Nationwide Life Insurance Company represents that the fees and charges deducted under the contract in the aggregate are reasonable in relation to the services rendered, the expenses expected to be incurred and risks assumed by Nationwide Life Insurance Company.

SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the Investment Company Act of 1940, the Registrant certifies that it meets the requirements of Rule 485(b) under the Securities Act of 1933 for effectiveness of the Registration Statement and has duly caused this registration statement to be signed on its behalf by the undersigned, duly authorized, in the City of Columbus, and State of Ohio, on October 10, 2025.
Nationwide Variable Account
(Registrant)
By: /s/ Craig A. Hawley*
Craig A. Hawley
President and Chief Operating Officer
Nationwide Life Insurance Company
(Depositor)
By: /s/ Craig A. Hawley*
Craig A. Hawley
President and Chief Operating Officer
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated, on October 10, 2025.
/s/ CRAIG A. HAWLEY*
 
Craig A. Hawley, President and Chief Operating Officer
and Director (Principal Executive Officer)
 
/s/ HOLLY R. SNYDER*
 
Holly R. Snyder, Senior Vice President-Nationwide Life
and Director
 
/s/ TIMOTHY G. FROMMEYER*
 
Timothy G. Frommeyer, Executive Vice President and
Director
 
/s/ STEVEN A. GINNAN*
 
Steven A. Ginnan, Senior Vice President-Chief Financial
Officer – Financial Services and Director
(Chief Financial Officer)
 
/s/ KIRT A. WALKER*
 
Director
 
/s/ JAMES D. BENSON*
 
James D. Benson, Senior Vice President-Corporate
Controller and Chief Accounting Officer
(Principal Accounting Officer)
 
 
*By: /s/ Jamie Ruff Casto
 
Jamie Ruff Casto
Attorney-in-Fact
Pursuant to Power of Attorney

ATTACHMENTS / EXHIBITS

XBRL TAXONOMY EXTENSION SCHEMA

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

POWER OF ATTORNEY

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