Common use of Mixed & Shared Funding Clause in Contracts

Mixed & Shared Funding. (a) The Trust represents that the Trust and its investment adviser have received an order from the SEC granting Participating Insurance Companies and variable annuity separate accounts and variable life insurance separate accounts relief from the provisions of Sections 9(a), 13(a), 15(a), and 15(b) of the 1940 Act and Rules 6e-2(b)(15) and 6e-3(T)(b)(15) thereunder, to the extent necessary to permit Shares of the Trust to be sold to and held by variable annuity separate accounts and variable life insurance separate accounts of both affiliated and unaffiliated Participating Insurance Companies (the “Mixed and Shared Funding Order”). If and to the extent that the Trust engages in mixed and shared funding as contemplated by the Mixed and Shared Funding Order, this Section 6 shall apply. (b) As set forth in the Mixed and Shared Funding Order, Nationwide agrees to report any potential or existing conflicts promptly to the Trust’s Board of Trustees, and in particular whenever voting instructions of contract owners are disregarded and recognizes that it will be responsible for assisting the Board of Trustees in carrying out its responsibilities under the Mixed and Shared Funding Order. Nationwide agrees to carry out such responsibilities with a view to the interests of existing contract owners. (c) If a majority of the Board of Trustees, or a majority of disinterested board members (“Disinterested Board Members”), determines that a material irreconcilable conflict exists with regard to contract owner investments in the Fund, the Board of Trustees shall give prompt notice to all Participating Insurance Companies. If the Board of Trustees determines that Nationwide is responsible for causing or creating said conflict, Nationwide 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: (i) Withdrawing the assets allocable to the Variable Account from the Fund and reinvesting such assets in a different investment medium, or submitting the question of whether such segregation should be implemented to a vote of all affected Contract Owners; and/or (ii) Establishing a new separate account. (d) If a material irreconcilable conflict arises as a result of a decision by Nationwide to disregard Contract Owner voting instructions and said decision represents a minority position or would preclude a majority vote by all contract owners having an interest in the Fund, Nationwide may be required, at the Board of Trustee’s election, to withdraw the Variable Accounts’ investment in the Fund. (e) For the purpose of this section, a majority of the Disinterested Board Members shall determine whether or not any proposed action adequately remedies any irreconcilable material conflict, but in no event will the Fund be required to bear the expense of establishing a new funding medium for any Contract. Nationwide shall not be required by this section to establish a new funding medium for any Contract if an offer to do so has been declined by vote of a majority of the Contract Owners materially adversely affected by the irreconcilable material conflict.

Mixed & Shared Funding. (a) The Trust represents that the Trust and its investment adviser have received an order from the SEC granting Participating Insurance Companies and variable annuity separate accounts and variable life insurance separate accounts relief from the provisions of Sections 9(a), 13(a), 15(a), and 15(b) of the 1940 Act and Rules 6e-2(b)(15) and 6e-3(T)(b)(15) thereunder, to the extent necessary to permit Shares of the Trust to be sold to and held by variable annuity separate accounts and variable life insurance separate accounts of both affiliated and unaffiliated Participating Insurance Companies (the “Mixed and Shared Funding Order”). If and to the extent that the Trust engages in mixed Mixed and shared Shared funding as contemplated by the Mixed and Shared Funding Order, this Section 6 shall apply. (b) As set forth . To that end, the parties to this Agreement agree that the conditions or undertakings specified in the Mixed and Shared Funding OrderOrder and that may be imposed on Jefferson National, Nationwide agrees the Trust and/or the Trust’s investment adviser by virtue of the receipt of such order by the SEC, will be incorporated herein by reference, and such parties agree to comply with such conditions and undertakings to the extent applicable to each such party. (b) The Trust’s Board of Trustees will monitor the Trust for the existence of any material irreconcilable conflict among the interests of the owners of contracts of all separate accounts investing in the Trust. The parties acknowledge and agree that a material irreconcilable conflict may arise for a variety of reasons, including, but not limited to: (i) an action by any state insurance regulatory authority; (ii) a change in applicable federal or state insurance, tax, or securities laws or regulations, or a public ruling, private letter ruling, no-action or interpretative letter, or any similar action by insurance, tax, or securities regulatory authorities; (iii) an administrative or judicial decision in any relevant proceeding; (iv) the manner in which the investments of any Fund are being managed; (v) a difference in voting instructions given by variable annuity contract owners and variable life insurance contract owners; or (vi) a decision by a Participating Insurance Company to disregard the voting instructions of contract owners. NFD or the Trust will promptly inform Jefferson National if the Board of Trustees determines that a material irreconcilable conflict exists and the implications thereof. A majority of the Trustees will consist of persons who are not “interested” persons of the Trust, as defined in Section 2(a)(19) of the 1940 Act. (c) Jefferson National will promptly report any potential or existing conflicts promptly of which it is aware to the Trust’s Board of Trustees, and in particular whenever voting instructions of contract owners are disregarded and recognizes that it will be responsible for assisting . Jefferson National agrees to assist the Board of Trustees in carrying out its responsibilities under the Mixed and Shared Funding OrderOrder by promptly providing the Board of Trustees with all information reasonably necessary for the Trustees to consider any issues raised. Nationwide agrees This includes, but is not limited to, an obligation by Jefferson National to carry out such responsibilities inform the Board of Trustees whenever Contract Owner voting instructions are disregarded. The Board of Trustees will record in its minutes or other appropriate records all reports received by it and all action with regard to a view to the interests of existing contract ownersconflict. (cd) If it is determined by a majority of the Board of Trustees, or a majority of the disinterested board members (“Disinterested Board Members”)Trustees of the Board, determines that a material irreconcilable conflict exists with regard to contract owner investments in the Fundexists, the Board of Trustees shall give prompt notice to all Jefferson National and other Participating Insurance Companies. If the Board of Trustees determines that Nationwide is responsible for causing or creating said conflictCompanies will, Nationwide shall at its sole cost and expense, their expense and to the extent reasonably practicable (as determined by a majority of the Disinterested Board Membersdisinterested Trustees), take such action as is whatever steps are necessary to remedy or eliminate the material irreconcilable material conflict. Such necessary action may include, but shall not be limited to: up to and including: (i) Withdrawing withdrawing the assets allocable to some or all of the Variable Account separate accounts from the relevant Fund and reinvesting such assets in a different investment medium, including another fund, or submitting the question of as to whether such segregation should be implemented to by a vote of all affected Contract Ownerscontract owners and, as appropriate, segregating the assets of any appropriate group (i.e., variable annuity contract owners or variable life insurance contract owners of one or more Participating Insurance Companies) that votes in favor of such segregation, or offering to the affected contract owners the option of making such a change; and/or and (ii) Establishing establishing a new registered management investment company or managed separate account. (de) If a material irreconcilable conflict arises as a result Jefferson National’s disregard of a decision by Nationwide to disregard Contract Owner voting instructions could conflict with the majority of contract owner voting instructions, and said decision Jefferson National’s judgment represents a minority position or would preclude a majority vote by all contract owners having an interest in the Fundvote, Nationwide Jefferson National may be required, at the Board of TrusteeTrust’s election, to withdraw the Variable Accounts’ Account’s investment in the FundTrust and terminate this Agreement with respect to such Variable Account, and no charge or penalty will be imposed as a result of such withdrawal. Any such withdrawal and termination must take place within six (6) months after written notice is given that this provision is being implemented subject to applicable law but in any event consistent with the terms of the Mixed and Shared Funding Order. Until such withdrawal and termination is implemented, NFD shall continue to accept and implement Orders by Jefferson National for the purchase and redemption of Trust Shares. (ef) If a particular state insurance regulator’s decision applicable to Jefferson National conflicts with the majority of other state insurance regulators, then Jefferson National will withdraw the Variable Account’s investment in a Fund and terminate this Agreement with respect to such Variable Account, subject to applicable law but in any event consistent with the terms of the Mixed and Shared Funding Order. Until such withdrawal and termination is implemented, NFD shall continue to accept and implement Orders by Jefferson National for the purchase and redemption of Shares. Such withdrawal and termination shall be limited to the extent required by the foregoing material irreconcilable conflict as determined by a majority of the disinterested Trustees. (g) For the purpose purposes of Sub-sections (d) through (g) of this sectionSection 6, a majority of the Disinterested Board Members shall disinterested Trustees will determine whether or not any proposed action adequately remedies any material irreconcilable material conflict, but in no event will the Fund Trust or NFD be required to bear the expense of establishing a new funding medium for any Contract. Nationwide shall not be required by this section to establish a new funding medium for any Contract the Contracts. Jefferson National will not be required by Sub-section (d) to establish a new funding medium for the Contracts if an offer to do so has been declined by vote of a majority of the Contract Owners materially adversely affected by the material irreconcilable material conflict. (h) Jefferson National will, upon request, submit to the Trustees such reports, materials, or data as the Trustees may reasonably request so that the Trustees may fully carry out the duties imposed upon the Trustees by the Mixed and Shared Funding Order, and said reports, materials and data will be submitted more frequently if deemed appropriate by the Trustees. (i) If and to the extent that Rule 6e-2 and Rule 6e-3(T) are amended, or Rule 6e-3(T) is adopted, to provide relief from any provision of the 1940 Act or the rules promulgated thereunder with respect to mixed or shared funding (as defined in the Mixed and Shared Funding Order) on terms and conditions materially different from those contained in the Mixed and Shared Funding Order, NFD, the Trust and/or Jefferson National, as appropriate, will take such steps as may be necessary to comply with Rules 6e-2 and 6e-3(T), as amended, and Rule 6e-3, as adopted, to the extent such rules are applicable. (j) The Trust’s prospectuses shall disclose, to the extent applicable, that its Shares are offered to insurance company separate accounts that fund both annuity and life insurance contracts, that the interests of various contract owners designating the Trust as a vehicle for investment by their subaccounts may conflict, and that the Board of Trustees will monitor for the existence of any material conflicts and determine what action, if any, should be taken.

Mixed & Shared Funding. (a) The Trust represents that the Trust and its investment adviser have received (or are eligible to rely upon) an order from the SEC granting Participating Insurance Companies and variable annuity separate accounts and variable life insurance separate accounts relief from the provisions of Sections 9(a), 13(a), 15(a), and 15(b) of the 1940 Act and Rules 6e-2(b)(15) and 6e-3(T)(b)(15) thereunder, to the extent necessary to permit Shares of the Trust to be sold to and held by variable annuity separate accounts and variable life insurance separate accounts of both affiliated and unaffiliated Participating Insurance Companies (the “Mixed and Shared Funding Order”). If and to the extent that the Trust engages in mixed and shared funding as contemplated by the Mixed and Shared Funding Order, this Section 6 shall apply. (b) As set forth in the Mixed and Shared Funding Order, Nationwide agrees to report any potential or existing conflicts promptly to the Trust’s Board of Trustees, and in particular whenever voting instructions of contract owners are disregarded and recognizes that it will be responsible for assisting the Board of Trustees in carrying out its responsibilities under the Mixed and Shared Funding Order. Nationwide agrees to carry out such responsibilities with a view to the interests of existing contract owners. (c) If a majority of the Board of Trustees, or a majority of disinterested board members (“Disinterested Board Members”), determines that a material irreconcilable conflict exists with regard to contract owner investments in the Fund, the Board of Trustees shall give prompt notice to all Participating Insurance Companies. If the Board of Trustees determines that Nationwide is responsible for causing or creating said conflict, Nationwide 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: (i) Withdrawing the assets allocable to the Variable Account from the Fund and reinvesting such assets in a different investment medium, or submitting the question of whether such segregation should be implemented to a vote of all affected Contract Owners; and/or (ii) Establishing a new separate account. (d) If a material irreconcilable conflict arises as a result of a decision by Nationwide to disregard Contract Owner voting instructions and said decision represents a minority position or would preclude a majority vote by all contract owners having an interest in the Fund, Nationwide may be required, at the Board of Trustee’s election, to withdraw the Variable Accounts’ investment in the Fund. (e) For the purpose of this section, a majority of the Disinterested Board Members shall determine whether or not any proposed action adequately remedies any irreconcilable material conflict, but in no event will the Fund be required to bear the expense of establishing a new funding medium for any Contract. Nationwide shall not be required by this section to establish a new funding medium for any Contract if an offer to do so has been declined by vote of a majority of the Contract Owners materially adversely affected by the irreconcilable material conflict.

Mixed & Shared Funding. (a) The Trust represents that the Trust and its investment adviser have received an order from the SEC granting Participating Insurance Companies and variable annuity separate accounts and variable life insurance separate accounts relief from the provisions of Sections 9(a), 13(a), 15(a), and 15(b) of the 1940 Act and Rules 6e-2(b)(15) and 6e-3(T)(b)(15) thereunder, to the extent necessary to permit Shares of the Trust to be sold to and held by variable annuity separate accounts and variable life insurance separate accounts of both affiliated and unaffiliated Participating Insurance Companies (the “Mixed and Shared Funding Order”). If and to the extent that the Trust engages in mixed and shared funding as contemplated by the Mixed and Shared Funding Order, this Section 6 shall apply. (b) As set forth in the Mixed and Shared Funding Order, Nationwide agrees to report any potential or existing conflicts promptly to the Trust’s Board of Trustees, and in particular whenever voting instructions of contract owners are disregarded and recognizes that it will be responsible for assisting the Board of Trustees in carrying out its responsibilities under the Mixed and Shared Funding Order. Nationwide agrees to carry out such responsibilities with a view to the interests of existing contract owners. (c) If a majority of the Board of Trustees, or a majority of disinterested board members (“Disinterested Board Members”), determines that a material irreconcilable conflict exists with regard to contract owner investments in the Fund, the Board of Trustees shall give prompt notice to all Participating Insurance Companies. If the Board of Trustees determines that Nationwide is responsible for causing or creating said conflict, Nationwide 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: (i) a. Withdrawing the assets allocable to the Variable Account from the Fund and reinvesting such assets in a different investment medium, or submitting the question of whether such segregation should be implemented to a vote of all affected Contract Owners; and/or (ii) Establishing a new separate account. (d) If a material irreconcilable conflict arises as a result of a decision by Nationwide to disregard Contract Owner voting instructions and said decision represents a minority position or would preclude a majority vote by all contract owners having an interest in the Fund, Nationwide may be required, at the Board of Trustee’s election, to withdraw the Variable Accounts’ investment in the Fund. (e) For the purpose of this section, a majority of the Disinterested Board Members shall determine whether or not any proposed action adequately remedies any irreconcilable material conflict, but in no event will the Fund be required to bear the expense of establishing a new funding medium for any Contract. Nationwide shall not be required by this section to establish a new funding medium for any Contract if an offer to do so has been declined by vote of a majority of the Contract Owners materially adversely affected by the irreconcilable material conflict.

Mixed & Shared Funding. (a) The Trust represents that the Trust and its investment adviser have received an order from the SEC granting Participating Insurance Companies and variable annuity separate accounts and variable life insurance separate accounts relief from the provisions of Sections 9(a), 13(a), 15(a), and 15(b) of the 1940 Act and Rules 6e-2(b)(15) and 6e-3(T)(b)(15) thereunder, to the extent necessary to permit Shares of the Trust to be sold to and held by variable annuity separate accounts and variable life insurance separate accounts of both affiliated and unaffiliated Participating Insurance Companies (the “Mixed and Shared Funding Order”). If and to the extent that the Trust engages in mixed and shared funding as contemplated by the Mixed and Shared Funding Order, this Section 6 8 shall apply. (b) As set forth in the Mixed and Shared Funding Order, Nationwide agrees to report any potential or existing conflicts promptly to the Trust’s Board of Trustees, and in particular whenever voting instructions of contract owners are disregarded and recognizes that it will be responsible for assisting the Board of Trustees in carrying out its responsibilities under the Mixed and Shared Funding Order. Nationwide agrees to carry out such responsibilities with a view to the interests of existing contract owners. No less frequently than annually, the Advisers and the Company shall submit to the Board such reports, materials, or data as the Board may reasonably request so that the Board may carry out fully the obligations imposed upon it by the conditions contained in the Mixed and Shared Funding Exemptive Order. Such reports, materials and data shall be submitted more frequently if deemed appropriate by the Board. (c) Pursuant to the Mixed and Shared Funding Exemptive Order, the Fund notifies the Company that separate account prospectus disclosure regarding potential risks of mixed and shared funding may be appropriate. Each Portfolio will disclose in its prospectus that: (a) shares of the Portfolio may be offered to insurance company separate accounts of both annuity and life insurance variable contracts; (b) due to differences of tax treatment and other considerations, the interests of various contract owners participating in the Portfolios may conflict; and (c) the Board will monitor the Portfolios for any material conflicts of interest and determine what action, if any, should be taken. (d) If a majority of the Board of Trustees, or a majority of disinterested board members (“Disinterested Board Members”), determines that a material irreconcilable conflict exists with regard to contract owner investments in the Fund, the Board of Trustees shall give prompt notice to all Participating Insurance Companies. If the Board of Trustees determines that Nationwide is responsible for causing or creating said conflict, Nationwide 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: (i) Withdrawing the assets allocable to the Variable Account from the Fund and reinvesting such assets in a different investment medium, or submitting the question of whether such segregation should be implemented to a vote of all affected Contract Owners; and/or (ii) Establishing a new separate account. (de) If a material irreconcilable conflict arises as a result of a decision by Nationwide to disregard Contract Owner voting instructions and said decision represents a minority position or would preclude a majority vote by all contract owners having an interest in the Fund, Nationwide may be required, at the Board of Trustee’s election, to withdraw the Variable Accounts’ investment in the Fund. (ef) For the purpose of this section, a majority of the Disinterested Board Members shall determine whether or not any proposed action adequately remedies any irreconcilable material conflict, but in no event will the Fund be required to bear the expense of establishing a new funding medium for any Contract. Nationwide shall not be required by this section to establish a new funding medium for any Contract if an offer to do so has been declined by vote of a majority of the Contract Owners materially adversely affected by the irreconcilable material conflict.