R2014-124 PRO-ACCOUNT PLAN SPONSOR AGREEMENT

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To the extent permitted by applicable law or regulation,affiliates of NIA may receive payments from, or in connection with, investment options selected by the IFE which are included in the Portfolios. In addition, the IFE may select certain investment options for which NIA or an investment advisory affiliate acts as investment adviser. The IFE's fees for services provided under the Advice Program are not related to the investment options the IFE selects for the Portfolios or otherwise influenced by the payments NIA or its affiliates may receive from such investment options. Certain Advice Program Investments may charge a redemption fee or impose a trade restriction on certain transactions. Redemption fees vary in amount and application from investment option to investment option. It is possible that transactions initiated by NIA under the Advice Program may result in the imposition of redemption fees or trade restrictions on one or more investment options held in Plan Participant Accounts. Any redemption fees will be deducted from the Plan Participant's Advice Program Account balance. For further information on redemption fees or trade restrictions, including whether they will be applicable to any of the investment options within your Plan, please consult the individual fund prospectus or other investment option disclosure material. VI. INDEMNIFICATION, LIMITATION OF LIABILITY, AND RISK ACKNOWLEDGMENT Each party agrees to hold harmless,defend and indemnify the other party(including its directors,officers, employees, affiliates and agents) from and against any and all claims, liabilities,losses,costs, damages or expenses(including,without limitation,cost of litigation and reasonable attorneys'fees)(collectively,"Losses")arising out of or attributable to the indemnifying party's(1)willful misconduct, bad faith,criminal activity,or gross negligence, (ii) material breach of this Agreement or the material Inaccuracy of any representation or warranty provided hereunder,or(iii)violation of any law to which such party is subject. Plan Sponsor, on behalf of the Plan, agrees to hold harmless,defend and indemnify NIA (including its directors,officers, employees,affiliates and agents) from and against any and all Losses arising out of or attributable to NIA's following directions or carrying out instructions, or using obsolete, inaccurate or incomplete information, given or furnished by the Plan or its agents. A party that seeks indemnification under this Section VI must promptly give the indemnifying party written notice of any legal action. But a delay in notice does not relieve an indemnifying party of any liability to an indemnified party, except to the extent the indemnifying party shows that the delay prejudiced the defense of the action. The indemnifying party may participate in the defense at any time or it may assume the defense by giving notice to the other party. After assuming the defense, the indemnifying party: must select an attorney that is satisfactory to the other party;is not liable to the other party for any later attorney's fees or for any other later expenses that the other party incurs, except for reasonable investigation costs; must not compromise or settle the action without the other party's consent(but the other party must not unreasonably withhold its consent);and is not liable for any compromise or settlement made without Its consent. If the indemnifying party fails to participate in or assume the defense within 1S days after receiving notice of the action,the indemnifying party is bound by any determination made in the action or by any compromise or settlement made by the other party Federal and state securities laws impose liabilities in certain circumstances on persons who act in good faith,and nothing in this Agreement waives or limits any rights either party has- under those laws. Nationwide Retirement Solutions 10 W.Nationwide Blvd.Columbus.Ohio 43215 NRM-7982AO.6.0714 4 of 7 01UN coos zso 06"Seco:)