R2014-124 PRO-ACCOUNT PLAN SPONSOR AGREEMENT

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moderate risk profile unless otherwise directed by the plan sponsor. As part of the automatic enrollment process, participants will also be given the opportunity to affirmatively elect Nationwide ProAccount by entering into an investment advisory agreement with NIA and completing a Nationwide ProAccount questionnaire. Nationwide Retirement Program, Plan Sponsor/Trustee Directed Plan Election -- In certain cases, plan sponsors of plans that utilize the Nationwide Retirement Program (not applicable to plans in the NRS Retirement Program) may elect Nationwide ProAccount in connection with the management of employer- directed participant account assets. In these cases, the plan sponsor/trustee enters into an investment advisory agreement with NIA and directs NIA to enroll participants in portfolios corresponding to age and risk tolerance parameters specified by the plan sponsor/trustee. NIA does not contact participants or otherwise assist the plan sponsor/trustee in identifying an appropriate investment portfolio for participants. NIA will allocate and rebalance participant account assets in accordance with the IFE's portfolio selected by the plan sponsor/trustee. NIA's investment discretion over participant account assets is limited to implementing the IFE's investment advice,which NIA does not have authority to modify. Wilshire Associates Incorporated as IFE-- NIA has hired Wilshire Associates Incorporated ("Wilshire@") to be the IFE for Nationwide,ProAccount. Wilshire, a leading global independent investment consulting and services firm, provides consulting services, analytics solutions and customized investment products to plan sponsors, investment managers and financial intermediaries. Wilshire has extensive manager research and selection capabilities with experienced analysts, who conduct approximately 1,500 meetings each year to evaluate managers and management firms on quantitative and qualitative factors. Wilshire has over 30 years of experience developing capital market assumptions, evaluating risk and liability profiles and constructing diversified portfolios to meet the specific needs of its clients. Using this experience, Wilshire's multi-discipline portfolios combine strategic asset allocation policy with the diversification of multiple investment managers. As IFE, Wilshire develops and maintains investment portfolios for Nationwide ProAccount. For plans that utilize the Nationwide Retirement Program, Wilshire considers, pursuant to the plan's authorization, all eligible mutual fund investment options available through the Nationwide Retirement Program. In its evaluation of these investment options, Wilshire takes into account the range of asset fees associated with the Nationwide Retirement Program but does not consider the specific asset fees charged to each retirement plan. For plans that utilize the NRS Retirement Program, Wilshire considers all eligible mutual fund investment options available under the plan's menu of investments. Please see "Investment Limitations" below for a description of investment options that are ineligible for Nationwide ProAccount. Wilshire has sole control and discretion over the development and ongoing maintenance of the Nationwide ProAccount portfolios, including periodic rebalancing and changes to asset allocation and fund selection. Wilshire's investment process is designed to take into account the evolving investment needs of retirement plan participants over time, as well as varying tolerances for risk. Each Nationwide ProAccount portfolio will undergo a progression of asset allocation changes over the course of a participant's investment time horizon and in accordance with his or her risk profile (conservative, moderate or aggressive) as identified by the Nationwide ProAccount questionnaire or by the plan sponsor/trustee. Wilshire assesses the Nationwide ProAccount portfolios at least quarterly to determine if reallocation or rebalancing is needed. More frequent reallocation or rebalancing may occur as determined by Wilshire. NIA is responsible for the selection of Wilshire as IFE and the periodic monitoring of its services. NIA may terminate Wilshire and engage the services of a suitable replacement IFE for Nationwide ProAccount without notice to affected plan sponsors or ProAccount Clients. Wilshire provides its services directly to NIA and does not have a contract with the plan or the ProAccount Client. All fees and expenses charged by Wilshire for its services will be paid by NIA. NIA is solely responsible for implementing the Nationwide ProAccount portfolios in each ProAccount Client's retirement plan account. 6