FUND SUBSTITUTION Clause Samples

FUND SUBSTITUTION. If a party desires to remove a Fund from a Contract (other than the exercise by the Trust of its rights under Section 2(c) hereof), the party that initiates the removal will pay reasonable expenses incurred by the other party as a result of removing such Fund as an available investment option. The parties agree to provide reasonable advance notice of their election to remove a Fund. The Company and the Trust acknowledge that Nationwide may need to seek the approval of the SEC under Section 26(c) of the 1940 Act for any fund substitution. For the avoidance of doubt, if the Company recommends or initiates the removal of a Fund from a Contract, then the Company, and not the Trust, shall pay such reasonable expenses incurred by Nationwide as a result of removing such Fund as an available investment option.

FUND SUBSTITUTION. Should the Fund desire to no longer have a fund be available in an NFS contract, the Fund shall be responsible for any and all expenses incurred as a result of removing such fund as an available investment option under the Contract. Should NFS desire to no longer have a fund available in an NFS contract, NFS shall be responsible for any and all expenses incurred as a result of removing such fund as an available investment option under the Contract. Should the removal of a fund as an available investment option be mutually desired by the parties, the parties agree to equally share any expenses incurred as a result of removing such fund as an available investment option. Both NFS and Fund agree to provide reasonable advance notice of the election to remove a fund as an available investment option in order to permit the parties to file documentation as may be required under applicable law. The Fund has received a mixed and shared funding order dated December 1996 issued by the Securities and Exchange Commission under Section 6(c) of the 1940 Act. As set forth in the Notice of the Fund’s application for the mixed and shared funding order, NFS agrees to report any potential or existing conflicts promptly to the Board of Trustees of the Fund (the “Board”), and in particular whenever voting instructions of variable contract owners (“Contractholders”) are disregarded, and recognizes that it will be responsible for assisting the Board in carrying out its responsibilities under such application. NFS agrees to carry out such responsibilities with a view to the interests of existing Contractholders. If a majority of the Board, or a majority of Disinterested Board Members, determines that a material irreconcilable conflict exits with regard to Contractholder investments in the Fund, the Board shall give prompt notice to all Insurance Companies participating in the Fund (“Participating Companies”). If the Board determines that NFS is responsible for causing or creating said conflict, NFS shall at its sole cost and expense, and to the extent reasonably practicable (as determined by a majority of the Disinterested Board Members), take such action as is necessary to remedy or eliminate the irreconcilable material conflict. Such necessary action may include, but shall not be limited to:

FUND SUBSTITUTION. Should the parties to this Agreement desire the removal of a Fund from a Variable Product, the parties agree to share any reasonable expenses incurred as a result of removing such Fund as an available investment option. The parties agree to provide reasonable advance notice of their election to remove a Fund. The Company acknowledges that Nationwide may need to seek the approval of the SEC under Section 26 (c) of the 1940 Act for any fund substitution.

FUND SUBSTITUTION. We may, subject to compliance with applicable law, substitute the shares of any other registered investment company for the shares of any Fund held by the Separate Account. Substitution may occur if shares of any Fund(s) become unavailable, or due to changes in the applicable law or interpretations of law, or as we otherwise deem appropriate.

FUND SUBSTITUTION. If a party desires to remove a Fund from a Contract (other than the exercise by the Trust of its rights under Section 2(c) hereof), the party that initiates the removal will pay reasonable expenses incurred by the other party as a result of removing such Fund as an available investment option. The parties agree to provide reasonable advance notice of their election to remove a Fund. NFD and the Trust acknowledge that Jefferson National may need to seek the approval of the SEC under Section 26(c) of the 1940 Act for any fund substitution. For the avoidance of doubt, if NFD recommends or initiates the removal of a Fund from a Contract, then NFD, and not the Trust, shall pay such reasonable expenses incurred by Jefferson National as a result of removing such Fund as an available investment option.

FUND SUBSTITUTION. If Company desires to remove a Fund from a Contract, Company will pay reasonable expenses incurred by the other Parties as a result of removing such Fund as an available investment option. The Company agree to provide reasonable advance notice of their election to remove a Fund. The Company and the Trust acknowledge that Distributor may need to seek the approval of the SEC under Section 26(c) of the 1940 Act for any fund substitution. A. VOTING a. To the extent required by Section 12(d)(1)(E)(iii)(aa) of the 1940 Act or Rule 6e-2 or Rule 6e-3(T) thereunder, or other applicable law, whenever Trust shall have a meeting of shareholders of any series or class of shares, the Company shall: i. Solicit voting instructions from Variable Contract owners; ii. Vote Trust shares held in each Separate Account at such shareholder meetings in accordance with instructions received from Variable Contract owners; iii. Vote Trust shares held in each Separate Account for which it has not received timely instructions in the same proportion as it votes the applicable series or class of Trust shares for which it has received timely instructions; and iv. Vote Trust shares held in its general account in the same proportion as it votes the applicable series or class of Trust shares held by the Separate Accounts for which it has received timely instructions. Except with respect to matters as to which the Company has the right under Rule 6e-2 or Rule 6e-3(T) under the 1940 Act to vote Trust shares without regard to voting instructions from Variable Contract owners, neither the Company nor any of its affiliates will recommend action in connection with, or oppose or interfere with, the actions of the Trust Board to hold shareholder meetings for the purpose of obtaining approval or disapproval from shareholders (and, indirectly, from Variable Contract owners) of matters put before the shareholders or a vote recommended by Trust Board. The Company shall be responsible for assuring that it calculates voting instructions and votes Trust shares at shareholder meetings in a manner consistent with other Participating Insurance Companies. The Trust shall notify the Company of any changes to the Order or conditions. Notwithstanding the foregoing, the Company reserves the right to vote Trust shares held in any segregated asset account in its own right, to the extent permitted by law. a. If and to the extent Rule 6e-2 and Rule 6e-3(T) are amended, or Rule 6e-3 is adopted, to provide exemptive rel...