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 the Life Company 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). The Life Company 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. The Life Company shall monitor such costs and shall use its best efforts to control these costs. Upon request, the Life Company 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 the Life Company 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 the Life Company attesting to the accuracy of the information contained in the letter. If requested by the Life Company, 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 the Life Company to print together in one document the current prospectus for the Variable Contracts issued by the Life Company and the current prospectus for the Trust. Should the Life Company wish to print any of these documents in a format different from that provided by the Trust, Life Company shall provide the Trust with sixty (60) days’ prior written notice and the Life Company shall bear the cost associated with any format change. 3.3. The Trust will provide, at its expense, the Life Company with the following Trust (or individual Fund) documents, and any supplements thereto, with respect to prospective Variable Contract owners of the Life Company: (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. The Life Company will pay all the expenses for printing and mailing these documents. 3.4. The Trust will provide the Life Company 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. The Life Company 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. The Life Company 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 the Life Company provided in writing by that party, the Life Company 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 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 the Life Company 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). The Life Company 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. The Life Company Nationwide shall monitor such costs and shall use its best efforts to control these costs. Upon request, the Life Company 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 the Life Company 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 the Life Company Nationwide attesting to the accuracy of the information contained in the letter. If requested by the Life CompanyNationwide, 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 the Life Company Nationwide to print together in one document the current prospectus for the Variable Contracts Products issued by the Life Company Nationwide and the current prospectus for the Trust. Should the Life Company Nationwide wish to print any of these documents in a format different from that provided by the Trust, Life Company Nationwide shall provide the Trust with sixty (60) days’ ' prior written notice and the Life Company Nationwide shall bear the cost associated with any format change. 3.3. The Trust will provide, at its expense, the Life Company 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 the Life CompanyNationwide: (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. The Life Company Nationwide will pay all the expenses for printing and mailing these documents. 3.4. The Trust will provide the Life Company 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. The Life Company 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. The Life Company 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 the Life Company Nationwide provided in writing by that party, the Life Company 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 ContractsProducts.

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 the Life Company 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). The Life Company 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. The Life Company Nationwide shall monitor such costs and shall use its best efforts to control these costs. Upon request, the Life Company 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 the Life Company 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 the Life Company Nationwide attesting to the accuracy of the information contained in the letter. If requested by the Life CompanyNationwide, 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 the Life Company Nationwide to print together in one document the current prospectus for the Variable Contracts Products issued by the Life Company Nationwide and the current prospectus for the Trust. Should the Life Company Nationwide wish to print any of these documents in a format different from that provided by the Trust, Life Company Nationwide shall provide the Trust with sixty (60) days’ prior written notice and the Life Company Nationwide shall bear the cost associated with any format change. 3.3. The Trust will provide, at its expense, the Life Company 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 the Life CompanyNationwide: (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. The Life Company Nationwide will pay all the expenses for printing and mailing these documents. 3.4. The Trust will provide the Life Company 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. The Life Company 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. The Life Company 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 the Life Company Nationwide provided in writing by that party, the Life Company 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 ContractsProducts.

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 the Life Company 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). The Life Company 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. The Life Company Lincoln New York shall monitor such costs and shall use its best efforts to control these costs. Upon request, the Life Company 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 the Life Company 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 the Life Company Lincoln New York attesting to the accuracy of the information contained in the letter. If requested by the Life CompanyLincoln 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 the Life Company Lincoln New York to print together in one document the current prospectus for the Variable Contracts issued by the Life Company Lincoln New York and the current prospectus for the Trust. Should the Life Company Lincoln New York wish to print any of these documents in a format different from that provided by the Trust, Life Company Lincoln New York shall provide the Trust with sixty (60) days’ prior written notice and the Life Company Lincoln New York shall bear the cost associated with any format change. 3.3. The Trust will provide, at its expense, the Life Company Lincoln New York with the following Trust (or individual Fund) documents, and any supplements thereto, with respect to prospective Variable Contract owners of the Life CompanyLincoln 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. The Life Company Lincoln New York will pay all the expenses for printing and mailing these documents. 3.4. The Trust will provide the Life Company 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. The Life Company 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. The Life Company 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 the Life Company Lincoln New York provided in writing by that party, the Life Company 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 Contracts.