Common use of VOTING OF FUND SHARES Clause in Contracts

VOTING OF FUND SHARES. 5.1. With respect to any matter put to vote by the holders of Fund shares or Series shares ("Voting Shares"), to the extent required by law (including the Exemptive Order referred to in Section 7.1 below) the Company shall: (a) solicit voting instructions from Contract Owners to which Voting Shares are attributable; (b) vote Voting Shares of each Series attributable to Contract Owners in accordance with instructions or proxies timely received from such Contract Owners; (c) vote Voting Shares of each Series attributable to Contract Owners for which no instructions have been received in the same proportion as Voting Shares of such Series for which instructions have been timely received; and (d) vote Voting Shares of each Series held by the Company on its own behalf or on behalf of the Account that are not attributable to Contract Owners in the same proportion as Voting Shares of such Series for which instructions have been timely received; provided, however, that if the SEC changes its interpretations of voting privileges for variable contracts the Company may vote such shares in its own right. The Company shall be responsible for assuring that voting privileges for the Account are calculated in a manner consistent with the provisions set forth above. 5.2. The Fund will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular the Fund will either provide for annual meetings or comply with Section 16(c) of the 1940 Act (although the Fund is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b). Further, the Fund will act in accordance with the Securities and Exchange Commission's interpretation of the requirements of Section 16(a) with respect to periodic elections of trustees and with whatever rules the Commission may promulgate with respect thereto.

VOTING OF FUND SHARES. 5.1. With respect to any matter put to vote by the holders of Fund shares or Series shares ("Voting Shares"), to the extent required by law (including the Exemptive Order referred to in Section 7.1 below) the Company shall: (a) solicit voting instructions from Contract Owners to which Voting Shares are attributable; (b) vote Voting Shares of each Series attributable to Contract Owners participating in an account in accordance with instructions or proxies timely received from such Contract Owners; (c) vote Voting Shares of each Series attributable to Contract Owners participating in an account for which no instructions have been received in the same proportion as Voting Shares of such Series from Contract Owners participating in an account for which instructions have been timely received; and (d) vote Voting Shares of each Series held by the Company on its own behalf or on behalf of the Account that are not attributable to Contract Owners in the same proportion as Voting Shares of such Series from Contract Owners participating in an account for which instructions have been timely received; ; (e) vote Voting Shares of each series held by the Company on its behalf that are not attributable to Contract Owners in the same proportions as Voting shares of such Series held by the Company's Accounts in the aggregate. provided, however, that if the SEC changes its interpretations of voting privileges for variable contracts the Company may vote such shares in its own right. The Company shall be responsible for assuring that voting privileges for the Account are calculated in a manner consistent with the provisions set forth above. 5.2. The Fund will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular the Fund will either provide for annual meetings or comply with Section 16(c) of the 1940 Act (although the Fund is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b). Further, the Fund will act in accordance with the Securities and Exchange Commission's interpretation of the requirements of Section 16(a16 (a) with respect to periodic elections of trustees and with whatever rules the Commission may promulgate with respect thereto.

VOTING OF FUND SHARES. 5.1. With respect to any matter put to vote by the holders of Fund shares or Series shares ("Voting Shares"), to the extent required by law (including the Exemptive Order referred to in Section 7.1 below) the each Company shall: (a) solicit voting instructions from Contract Owners to which Voting Shares are attributable; (b) vote Voting Shares of each Series attributable to Contract Owners participating in an account in accordance with instructions or proxies timely received from such Contract Owners; (c) vote Voting Shares of each Series attributable to Contract Owners participating in an account for which no instructions have been received in the same proportion as Voting Shares of such Series from Contract Owners participating in an account for which instructions have been timely received; and (d) vote Voting Shares of each Series held by the Company on its own behalf or on behalf of the Account that are not attributable to Contract Owners in the same proportion as Voting Shares of such Series from Contract Owners participating in an account for which instructions have been timely received; ; (e) vote Voting Shares of each series held by the Company on its behalf that are not attributable to Contract Owners in the same proportions as Voting shares of such Series held by the Company's Accounts in the aggregate. provided, however, that if the SEC changes its interpretations of voting privileges for variable contracts the each Company may vote such shares in its own right. The Each Company shall be responsible for assuring that voting privileges for the Account are calculated in a manner consistent with the provisions set forth above. 5.2. The Fund will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular the Fund will either provide for annual meetings or comply with Section 16(c) of the 1940 Act (although the Fund is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b). Further, the Fund will act in accordance with the Securities and Exchange Commission's interpretation of the requirements of Section 16(a16 (a) with respect to periodic elections of trustees directors and with whatever rules the Commission may promulgate with respect thereto.

VOTING OF FUND SHARES. 5.17.1. With respect At its expense, the Fund shall provide Insurance Company with copies of the Fund's proxy material, reports to any matter put shareholders and other communications to vote by shareholders in such quantity as Insurance Company shall reasonably require for distributing to Contractholders or Participants. Insurance Company shall bear the holders costs of Fund shares or Series shares ("Voting Shares"), mailing and delivering these documents to Contractholders and other costs relating to the extent required by law (including the Exemptive Order referred distribution of these documents to in Section 7.1 below) the Contractholders. 7.2. Insurance Company shall: (a) solicit voting vote the shares of the Designated Funds held in the Separate Accounts in accordance with instructions received from Contract Owners to which Voting Shares are attributable;Contractholders or Participants; and (b) vote Voting Shares shares of each Series attributable to Contract Owners the Designated Funds held in accordance with instructions or proxies timely received from such Contract Owners; (c) vote Voting Shares of each Series attributable to Contract Owners the Separate Accounts for which no instructions have been received from the Insurance Company's Contract owners in the same proportion as Voting Shares shares of such Series the Designated Funds for which instructions have been timely received; and (d) vote Voting Shares of each Series held by received from Contract owners, so long as and to the Company on its own behalf or on behalf of extent that the Account that are not attributable Commission continues to Contract Owners in interpret the same proportion as Voting Shares of such Series for which instructions have been timely received; provided, however, that if the SEC changes its interpretations of Act to require pass-through voting privileges for variable contracts the Company may vote such shares in its own rightContractholders. The Insurance Company shall will be responsible for assuring that voting privileges for complying with its obligations under the Account are calculated Mixed and Shared Funding Order as described in a manner consistent with the provisions set forth aboveArticle 6. 5.27.3. The Fund will comply with all provisions of the 1940 Act requiring voting by shareholdersshareholders and, and in particular particular, the Fund will either provide for annual meetings or (except insofar as the Commission may interpret Section 16 of the Act not to require such meetings) or, as the Fund currently intends, comply with Section 16(c) of the 1940 Act (although the Fund is not one of the trusts Funds described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b). Further, the Fund will act in accordance with the Securities and Exchange Commission's interpretation of the requirements of Section 16(a) with respect to periodic elections of directors or trustees and with whatever rules the Commission may promulgate with respect thereto. 7.4. Insurance Company agrees to be responsible for assuring that voting Series shares for the Separate Account is conducted in a manner consistent with other Participating Companies. 7.5. Insurance Company agrees that it shall not, without the prior written consent of the Fund and its investment adviser, solicit, induce or encourage Contractholders to (a) change or supplement the Fund's current investment adviser or (b) change, modify, substitute, add to or delete the Fund from the current investment media for the Contracts.

VOTING OF FUND SHARES. 5.1. With respect to any matter put to vote by the holders of Fund shares or Series shares ("Voting Shares"), to the extent required by law (including the Exemptive Order referred to in Section 7.1 below) the each Company shall: (a) solicit voting instructions from Contract Owners to which Voting Shares are attributable; (b) vote Voting Shares of each Series attributable to Contract Owners in accordance with instructions or proxies timely received from such Contract Owners; (c) vote Voting Shares of each Series attributable to Contract Owners for which no instructions have been received in the same proportion as Voting Shares of such Series for which instructions have been timely received; and (d) vote Voting Shares of each Series held by the any Company on its own behalf or on behalf of the Account Accounts that are not attributable to Contract Owners in the same proportion as Voting Shares of such Series for which instructions have been timely received; provided, however, that if the SEC changes its interpretations of voting privileges for variable contracts the such Company may vote such shares in its own right. The Each Company shall be responsible for assuring that voting privileges for the Account Accounts are calculated in a manner consistent with the provisions set forth aboveabove and with the manner employed by all other Participating Accounts. 5.2. The Fund will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular the Fund will either provide for annual meetings or comply with Section 16(c) of the 1940 Act (although the Fund is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b). Further, the Fund will act in accordance with the Securities and Exchange Commission's interpretation of the requirements of Section 16(aas (a) with respect to periodic elections of trustees and with whatever rules the Commission may promulgate with respect thereto.

VOTING OF FUND SHARES. 5.17.1. With respect At its expense, the Trust shall provide Insurance Company with copies of the Trust's proxy material, reports to any matter put shareholders and other communications to vote by shareholders in such quantity as Insurance Company shall reasonably require for distributing to Contractholders or Participants. Insurance Company shall bear the holders costs of Fund shares or Series shares ("Voting Shares"), mailing and delivering these documents to Contractholders and other costs relating to the extent required by law (including the Exemptive Order referred distribution of these documents to in Section 7.1 below) the Contractholders. 7.2. Insurance Company shall: (a) solicit voting vote the shares of the Designated Funds held in the Separate Accounts in accordance with instructions received from Contract Owners to which Voting Shares are attributable;Contractholders or Participants; and (b) vote Voting Shares shares of each Series attributable to Contract Owners the Designated Funds held in accordance with instructions or proxies timely received from such Contract Owners; (c) vote Voting Shares of each Series attributable to Contract Owners the Separate Accounts for which no instructions have been received from the Insurance Company's Contract owners in the same proportion as Voting Shares shares of such Series the Designated Funds for which instructions have been timely received; and (d) vote Voting Shares of each Series held by received from Contract owners, so long as and to the Company on its own behalf or on behalf of the Account extent that are not attributable to Contract Owners in the same proportion as Voting Shares of such Series for which instructions have been timely received; provided, however, that if the SEC changes its interpretations of continues to interpret the 1940 Act to require pass-through voting privileges for variable contracts the Company may vote such shares in its own rightContractholders. The Insurance Company shall will be responsible for assuring that voting privileges for complying with its obligations under the Account are calculated Mixed and Shared Funding Order as described in a manner consistent with the provisions set forth aboveArticle 6. 5.27.3. The Fund Trust will comply with all provisions of the 1940 Act requiring voting by shareholdersshareholders and, and in particular particular, the Fund Trust will either provide for annual meetings or (except insofar as the SEC may interpret Section 16 of the 1940 Act not to require such meetings) or, as the Trust currently intends, comply with Section 16(c) of the 1940 Act (although the Fund Trust is not one of the trusts Trusts described in Section 16(c) of that Act0000 Xxx) as well as with Sections 16(a) and, if and when applicable, 16(b). Further, the Fund Trust will act in accordance with the Securities and Exchange CommissionSEC's interpretation of the requirements of Section 16(a) with respect to periodic elections of directors or trustees and with whatever rules the Commission SEC may promulgate with respect thereto. 7.4. Insurance Company agrees to be responsible for assuring that voting Designated Fund shares for the Separate Account is conducted in a manner consistent with other Participating Companies. 7.5. Insurance Company agrees that it shall not, without the prior written consent of the Trust and the Adviser, solicit, induce or encourage Contractholders to (a) change or supplement the investment adviser, or (b) change, modify, substitute, add to or delete the Trust from the current investment media for the Contracts.

VOTING OF FUND SHARES. 5.1. With respect to any matter put to vote by the holders of Fund shares or Series shares ("Voting Shares"), to the extent required by law (including the Exemptive Order referred to in Section 7.1 below) the Company Nationwide shall: (a) solicit voting instructions from Contract Owners to which Voting Shares are attributable; (b) Nationwide shall distribute all proxy material furnished by the Fund (provided that such material is received by Nationwide or its designated agent at least ten Business Days prior to the date scheduled for mailing to Contract Owners); (c) vote Voting Shares of each Series attributable to Contract Owners in accordance with instructions or proxies timely received from such Contract Owners; (cd) vote Voting Shares of each Series attributable to Contract Owners for which no instructions have been received in the same proportion as Voting Shares of such Series for which instructions have been timely received; and (de) vote Voting Shares of each Series held by the Company Nationwide on its own behalf or on behalf of the Account that are not attributable to Contract Owners in the same proportion as Voting Shares of such Series for which instructions have been timely received; provided, however, that if the SEC changes its interpretations of voting privileges for variable contracts the Company Nationwide may vote such shares in its own right. The Company Nationwide shall be responsible for assuring that voting privileges for the Account are calculated in a manner man­ner consistent with the provisions set forth aboveabove and with the manner employed by all other Participating Accounts. 5.2. The Fund will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular the Fund will either provide for annual meetings or comply with Section 16(c) of the 1940 Act (although the Fund is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b). Further, the Fund will act in accordance with the Securities and Exchange Commission's interpretation of the requirements of Section 16(a) with respect to periodic elections of trustees and with whatever rules the Commission may promulgate with respect thereto.

VOTING OF FUND SHARES. 5.1. With respect to any matter put to vote by the holders of Fund shares or Series shares ("“Voting Shares"”), to the extent required by law (including the Exemptive Order referred to in Section 7.1 below) the each Company shall: (a) solicit voting instructions from Contract Owners to which Voting Shares are attributable; (b) vote Voting Shares of each Series attributable to Contract Owners in accordance with instructions or proxies timely received from such Contract Owners; (c) vote Voting Shares of each Series attributable to Contract Owners for which no instructions have been received in the same proportion as Voting Shares of such Series for which instructions have been timely received; and (d) vote Voting Shares of each Series held by the any Company on its own behalf or on behalf of the Account Accounts that are not attributable to Contract Owners in the same proportion as Voting Shares of such Series for which instructions have been timely received; provided, however, that if the SEC changes its interpretations of voting privileges for variable contracts the such Company may vote such shares in its own right. The Each Company shall be responsible for assuring that voting privileges for the Account Accounts are calculated in a manner consistent with the provisions set forth aboveabove and with the manner employed by all other Participating Accounts. 5.2. The Fund will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular the Fund will either provide for annual meetings or comply with Section 16(c) of the 1940 Act (although the Fund is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b). Further, the Fund will act in accordance with the Securities and Exchange Commission's SEC’s interpretation of the requirements of Section 16(a) with respect to periodic elections of trustees and with whatever rules the Commission may promulgate with respect thereto.

VOTING OF FUND SHARES. 5.1. With respect to any matter put to vote by the holders of Fund shares or Series shares ("“Voting Shares"”), to the extent required by law (including the Exemptive Order referred to in Section 7.1 below) the Company shall: (a) solicit voting instructions from Contract Owners to which Voting Shares are attributable; (b) vote Voting Shares of each Series attributable to Contract Owners in accordance with instructions or proxies timely received from such Contract Owners; (c) vote Voting Shares of each Series attributable to Contract Owners for which no instructions have been received in the same proportion as Voting Shares of such Series for which instructions have been timely receivedreceived from Contract Owners; and (d) vote Voting Shares of each Series held by the Company on its own behalf or on behalf of the Account that are not attributable to Contract Owners in the same proportion as Voting Shares of such Series for which instructions have been timely received; provided, however, that if the SEC changes its interpretations of voting privileges for variable contracts the Company may vote such shares in its own right. The Company shall be responsible for assuring that voting privileges for the Account are calculated in a manner consistent with the provisions set forth aboveabove and with the manner employed by all other Participating Accounts. 5.2. The Fund will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular particular, the Fund either will either provide for annual meetings or (except insofar as the SEC may interpret Section 16 of the 1940 Act not to require such meetings) or, as the Fund currently intends, to comply with Section 16(c) of the 1940 Act (although the Fund is not one of the trusts described in Section 16(c) of that Actthe 0000 Xxx) as well as with Sections 16(a) and, if and when applicable, 16(b). Further, the Fund will act in accordance with the Securities and Exchange Commission's SEC’s interpretation of the requirements of Section 16(a) with respect to periodic elections of trustees directors and with whatever rules the Commission SEC may promulgate with respect thereto.