Common use of PROSPECTUS AND PROXY STATEMENTS Clause in Contracts

PROSPECTUS AND PROXY STATEMENTS. 3.1. The Trust shall prepare and file with the SEC and any state regulators requiring such filing all shareholder reports, notices, proxy materials (or similar materials such as voting instruction solicitation materials), prospectuses and statements of additional information of the Trust. 3.2. The Trust will bear the printing costs and mailing costs associated with the delivery of the following Trust (or individual Fund) documents, and any supplements thereto, to existing Variable Contract owners of Nationwide who are invested in the Trust: (i) Prospectuses and statements of additional information; (ii) Annual and semi-annual reports; and (iii) Proxy materials (including, but not limited to, the proxy cards, notice and statement, as well as the costs associated with tabulating votes). Nationwide will submit any bills for printing, duplicating and/or mailing costs, relating to the Trust documents described above, to the Trust for reimbursement by the Trust. Nationwide shall monitor such costs and shall use its best efforts to control these costs. Upon request, Nationwide will provide the Trust on a semi-annual basis, or more frequently as reasonably requested by the Trust, with a current tabulation of the number of existing Variable Contract owners of Nationwide whose Variable Contract values are invested in each Fund. This tabulation will be sent to the Trust in the form of a letter signed by a duly authorized officer of Nationwide attesting to the accuracy of the information contained in the letter. If requested by Nationwide, the Trust shall provide such documentation (including a final copy of the Trust’s prospectus as set in type or in camera-ready copy) and other assistance as is reasonably necessary in order for Nationwide to print together in one document the current prospectus for the Variable Products issued by Nationwide and the current prospectus for the Trust. Should Nationwide wish to print any of these documents in a format different from that provided by the Trust, Nationwide shall provide the Trust with sixty (60) days’ prior written notice and Nationwide shall bear the cost associated with any format change. 3.3. The Trust will provide, at its expense, Nationwide with the following Trust (or individual Fund) documents, and any supplements thereto, with respect to existing Contract owners who are prospective purchasers of the Trust and with respect to prospective Variable Contract owners of Nationwide: (i) The current prospectus suitable for printing; (ii) The current statement of additional information suitable for duplication; (iii) The current proxy material suitable for printing; and (iv) The current annual and semi-annual reports suitable for printing. Nationwide will pay all the expenses for printing and mailing these documents. 3.4. The Trust will provide Nationwide with at least one complete copy of all prospectuses, statements of additional information, annual and semi-annual reports, proxy statements, exemptive applications and all amendments or supplements to any of the above that relate to the Fund after the filing of each such document with the SEC or other regulatory authority. Nationwide will provide the Trust with at least one complete copy of all prospectuses, statements of additional information, annual and semi-annual reports, proxy statements, exemptive applications and all amendments or supplements to any of the above that relate to a Separate Account after the filing of each such document with the SEC or other regulatory authority. 3.5. Nationwide agrees that it will cooperate with the Distributor and the Trust by providing to the Distributor and the Trust, within thirty (30) days prior to any deadline imposed by applicable laws, rules or regulations, information regarding shares sold and redeemed and whether the Separate Accounts are registered or unregistered under the 1940 Act and any other information pertinent to enabling the Distributor and the Trust to pay registration or other fees with respect to the Trust shares sold during the fiscal year in accordance with Rule 24f-2 or to register and qualify Trust shares under any applicable laws, rules or regulations in a timely manner. 3.6. Except with respect to information regarding Nationwide provided in writing by that party, Nationwide shall not be responsible for the content of the prospectus or statement of additional information for the Trust. Also, except with respect to information regarding the Trust, Distributor, Adviser or the Fund provided in writing by the Trust, Distributor or Adviser, neither the Trust, the Distributor nor Adviser are responsible for the content of the prospectus or statement of additional information for the Variable Products.

PROSPECTUS AND PROXY STATEMENTS. 3.1. The Trust shall prepare and file with the SEC and any state regulators requiring such filing all shareholder reports, notices, proxy materials (or similar materials such as voting instruction solicitation materials), prospectuses and statements of additional information of the Trust. 3.2. The Trust will bear the printing costs and mailing costs associated with the delivery of the following Trust (or individual Fund) documents, and any supplements thereto, to existing Variable Contract owners of Nationwide who are invested in the Trust: (i) Prospectuses and statements of additional information; (ii) Annual and semi-annual reports; and (iii) Proxy materials (including, but not limited to, the proxy cards, notice and statement, as well as the costs associated with tabulating votes). Nationwide will submit any bills for printing, duplicating and/or mailing costs, relating to the Trust documents described above, to the Trust for reimbursement by the Trust. Nationwide shall monitor such costs and shall use its best efforts to control these costs. Upon request, Nationwide will provide the Trust on a semi-annual basis, or more frequently as reasonably requested by the Trust, with a current tabulation of the number of existing Variable Contract owners of Nationwide whose Variable Contract values are invested in each Fund. This tabulation will be sent to the Trust in the form of a letter signed by a duly authorized officer of Nationwide attesting to the accuracy of the information contained in the letter. If requested by Nationwide, the Trust shall provide such documentation (including a final copy of the Trust’s 's prospectus as set in type or in camera-ready copy) and other assistance as is reasonably necessary in order for Nationwide to print together in one document the current prospectus for the Variable Products issued by Nationwide and the current prospectus for the Trust. Should Nationwide wish to print any of these documents in a format different from that provided by the Trust, Nationwide shall provide the Trust with sixty (60) days’ ' prior written notice and Nationwide shall bear the cost associated with any format change. 3.3. The Trust will provide, at its expense, Nationwide with the following Trust (or individual Fund) documents, and any supplements thereto, with respect to existing Contract owners who are prospective purchasers of the Trust and with respect to prospective Variable Contract owners of Nationwide: (i) The current prospectus suitable for printing; (ii) The current statement of additional information suitable for duplication; (iii) The current proxy material suitable for printing; and (iv) The current annual and semi-annual reports suitable for printing. Nationwide will pay all the expenses for printing and mailing these documents. 3.4. The Trust will provide Nationwide with at least one complete copy of all prospectuses, statements of additional information, annual and semi-annual reports, proxy statements, exemptive applications and all amendments or supplements to any of the above that relate to the Fund after the filing of each such document with the SEC or other regulatory authority. Nationwide will provide the Trust with at least one complete copy of all prospectuses, statements of additional information, annual and semi-annual reports, proxy statements, exemptive applications and all amendments or supplements to any of the above that relate to a Separate Account after the filing of each such document with the SEC or other regulatory authority. 3.5. Nationwide agrees that it will cooperate with the Distributor and the Trust by providing to the Distributor and the Trust, within thirty (30) days prior to any deadline imposed by applicable laws, rules or regulations, information regarding shares sold and redeemed and whether the Separate Accounts are registered or unregistered under the 1940 Act and any other information pertinent to enabling the Distributor and the Trust to pay registration or other fees with respect to the Trust shares sold during the fiscal year in accordance with Rule 24f-2 or to register and qualify Trust shares under any applicable laws, rules or regulations in a timely manner. 3.6. Except with respect to information regarding Nationwide provided in writing by that party, Nationwide shall not be responsible for the content of the prospectus or statement of additional information for the Trust. Also, except with respect to information regarding the Trust, Distributor, Adviser or the Fund provided in writing by the Trust, Distributor or Adviser, neither the Trust, the Distributor nor Adviser are responsible for the content of the prospectus or statement of additional information for the Variable Products.

PROSPECTUS AND PROXY STATEMENTS. 3.1. The Trust shall prepare and file with the SEC and any state regulators requiring such filing all shareholder reports, notices, proxy materials (or similar materials such as voting instruction solicitation materials), prospectuses and statements of additional information of the Trust. 3.2. The Trust will bear the printing costs and mailing costs associated with the delivery of the following Trust (or individual Fund) documents, and any supplements thereto, to existing Variable Contract owners of Nationwide Lincoln New York who are invested in the Trust: (i) Prospectuses and statements of additional information; (ii) Annual and semi-annual reports; and (iii) Proxy materials (including, but not limited to, the proxy cards, notice and statement, as well as the costs associated with tabulating votes). Nationwide Lincoln New York will submit any bills for printing, duplicating and/or mailing costs, relating to the Trust documents described above, to the Trust for reimbursement by the Trust. Nationwide Lincoln New York shall monitor such costs and shall use its best efforts to control these costs. Upon request, Nationwide Lincoln New York will provide the Trust on a semi-annual basis, or more frequently as reasonably requested by the Trust, with a current tabulation of the number of existing Variable Contract owners of Nationwide Lincoln New York whose Variable Contract values are invested in each Fund. This tabulation will be sent to the Trust in the form of a letter signed by a duly authorized officer of Nationwide Lincoln New York attesting to the accuracy of the information contained in the letter. If requested by NationwideLincoln New York, the Trust shall provide such documentation (including a final copy of the Trust’s prospectus as set in type or in camera-ready copy) and other assistance as is reasonably necessary in order for Nationwide Lincoln New York to print together in one document the current prospectus for the Variable Products Contracts issued by Nationwide Lincoln New York and the current prospectus for the Trust. Should Nationwide Lincoln New York wish to print any of these documents in a format different from that provided by the Trust, Nationwide Lincoln New York shall provide the Trust with sixty (60) days’ prior written notice and Nationwide Lincoln New York shall bear the cost associated with any format change. 3.3. The Trust will provide, at its expense, Nationwide Lincoln New York with the following Trust (or individual Fund) documents, and any supplements thereto, with respect to existing Contract owners who are prospective purchasers of the Trust and with respect to prospective Variable Contract owners of NationwideLincoln New York: (i) The current prospectus suitable for printing; (ii) The current statement of additional information suitable for duplication; (iii) The current proxy material suitable for printing; and (iv) The current annual and semi-annual reports suitable for printing. Nationwide Lincoln New York will pay all the expenses for printing and mailing these documents. 3.4. The Trust will provide Nationwide Lincoln New York with at least one complete copy of all prospectuses, statements of additional information, annual and semi-annual reports, proxy statements, exemptive applications and all amendments or supplements to any of the above that relate to the Fund after the filing of each such document with the SEC or other regulatory authority. Nationwide Lincoln New York will provide the Trust with at least one complete copy of all prospectuses, statements of additional information, annual and semi-annual reports, proxy statements, exemptive applications and all amendments or supplements to any of the above that relate to a Separate Account after the filing of each such document with the SEC or other regulatory authority. 3.5. Nationwide Lincoln New York agrees that it will cooperate with the Distributor and the Trust by providing to the Distributor and the Trust, within thirty (30) days prior to any deadline imposed by applicable laws, rules or regulations, information regarding shares sold and redeemed and whether the Separate Accounts are registered or unregistered under the 1940 Act and any other information pertinent to enabling the Distributor and the Trust to pay registration or other fees with respect to the Trust shares sold during the fiscal year in accordance with Rule 24f-2 or to register and qualify Trust shares under any applicable laws, rules or regulations in a timely manner. 3.6. Except with respect to information regarding Nationwide Lincoln New York provided in writing by that party, Nationwide Lincoln New York shall not be responsible for the content of the prospectus or statement of additional information for the Trust. Also, except with respect to information regarding the Trust, Distributor, Adviser or the Fund provided in writing by the Trust, Distributor or Adviser, neither the Trust, the Distributor nor Adviser are responsible for the content of the prospectus or statement of additional information for the Variable ProductsContracts.