R2014-124 PRO-ACCOUNT PLAN SPONSOR AGREEMENT

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assets in accordance with an investment strategy developed and maintained by a third party unaffiliated adviser, the Portfolio Strategist. Prior to establishing an advisory account under the Advice Program, the plan sponsor must complete an Advice Program Questionnaire developed by the Portfolio Strategist to assist the plan sponsor in its selection of an investment portfolio ("Portfolio") that meets the plan's investment objectives, as well as to indicate any reasonable restrictions the plan may wish to place on the management of its eligible retirement plan account assets. Based on the plan sponsor's responses, the Advice Program Questionnaire will suggest an investment strategy and corresponding Portfolio. The plan sponsor is solely responsible for approving the Portfolio identified through the Advice Program Questionnaire, or if it chooses, selecting a different Portfolio created by the Portfolio Strategist. Following the plan sponsor's completion of the Advice Program Questionnaire and selection of a Portfolio, NIA will establish the plan's advisory account under the Advice Program, which NIA will manage in accordance with the Portfolio selected by the plan sponsor. ERISA -- In conjunction with its offering of the Advice Program for Plan Sponsors of Trustee Directed Retirement Plans subject to ERISA, NIA acts as an "investment manager" within the meaning of Section 3(38) of ERISA and the Internal Revenue Code of 1986, as amended (the "Code"), and is a fiduciary within the meaning of Section 3(21)of ERISA and Section 4975(e)(3) of the Code. Nationwide ProAccount in the Nationwide Retirement Program and the NRS Retirement Program NIA offers a discretionary managed account service called Nationwide ProAccount® that provides professional management of assets in participant directed or plan sponsor/trustee directed defined contribution and deferred compensation retirement plans. Nationwide ProAccount offers individualized investment advice, using an investment process developed and maintained by an Independent Financial Expert ("IFE"), which is designed to address the investment objectives of retirement plan participants. NIA offers Nationwide ProAccount to plan sponsors/trustees for the benefit of plan participants or directly to participants in private sector retirement plans and governmental deferred compensation plans that use the retirement products and services of NLIC and Nationwide Trust Company, FSB, a division of Nationwide Bank ("Nationwide Trust Company") (collectively, the "Nationwide Retirement Program") and Nationwide Retirement Solutions, Inc. ("NRS") and its affiliates(collectively,the "NRS Retirement Program"). Electing Nationwide ProAccount -- Plan sponsors of retirement plans utilizing the Nationwide Retirement Program and NRS Retirement Program that desire to make Nationwide ProAccount available to their participants must approve NIA as an authorized provider of investment advice to the plan in accordance with the plan's investment policy and applicable plan documents. A participant seeking to become a Nationwide ProAccount client ("ProAccount Client") will enter into an investment advisory agreement with NIA and complete a questionnaire developed by the IFE to help identify his or her risk tolerance and investment horizon, as well as to indicate any reasonable restrictions the participant may wish to place on the management of his or her retirement plan account assets. After NIA has accepted the participant as a ProAccount Client, his or her retirement plan account assets will be placed in an investment portfolio developed by the IFE, which matches the risk profile and time horizon of the ProAccount Client. NIA will periodically allocate and rebalance the ProAccount Client's assets in accordance with the IFE's investment advice.NIA's investment discretion over ProAccount Client assets is limited to implementing the IFE's investment advice,which NIA does not have authority to modify. Nationwide Retirement Program, Automatic Enrollment into Nationwide ProAccount -- Plan sponsors of plans that utilize the Nationwide Retirement Program (not applicable to plans in the NRS Retirement Program) may elect to have plan participants automatically enrolled into Nationwide ProAccount as permitted under the documents establishing the plan. Through automatic enrollment, plan participants receive written notice of the automatic enrollment process from the plan sponsor and are provided a reasonable opportunity, as determined by the plan sponsor, to opt out of the service. Participants who do not opt out during the designated period are enrolled into Nationwide ProAccount at the plan sponsor's direction, and their assets are managed in accordance with an investment portfolio that corresponds to their age and assumes a 5