R2014-124 PRO-ACCOUNT PLAN SPONSOR AGREEMENT

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payable at the end of each quarter. The Advice Program Fee is subject to change, and is in addition to any underlying fund, trustee, custodial, asset, service, administrative, or transactional fees that the plan may incur through the Nationwide retirement program. The Advice Program Fee is negotiable, and NIA may offer certain plans discounted Advice Program Fees or other promotional pricing. Factors NIA considers when negotiating the Advice Program Fee with plan sponsors typically include: • Amount of assets in the plan; • Plan complexity and services required; • Extent of Nationwide's overall business opportunity with the plan; and • Competitive forces in the market. Nationwide Trust Company acts as custodian for assets invested through the Advice Program and is authorized to deduct any and all Advice Program Fees, when due, from the plan's advisory account and to remit the fees to NIA as investment adviser. Certain investment options offered through Nationwide Retirement Clear Advantage, including investment options selected by the Portfolio Strategist, may impose trade restrictions on certain transactions. Plan sponsors should consult the applicable fund prospectuses or related materials for additional information on trade restrictions that may apply to investments offered through the plan. Compensation to Nationwide Representatives—Investment adviser representatives of NIA involved in offering the Advice Program to plans are compensated for their services. Compensation may include both a base salary and incentives based on a plan adding the Advice Program and/or the amount of assets contributed to the Advice Program account. In addition, certain individuals who provide administrative or wholesale distribution services in support of the Advice Program may receive incentive compensation based on the amount of assets contributed to each Advice Program account. Compensation from Mutual Funds -- To the extent permitted by applicable law or regulation, companies affiliated with NIA(collectively, "Nationwide") may receive the following types of payments from mutual funds selected by the Portfolio Strategist for inclusion in Advice Program accounts: • Rule 12b-1 fees,which are deducted from mutual fund assets; • Sub-transfer agent fees or fees paid under administrative service plans adopted by the mutual fund, which may be deducted from mutual fund assets; and • Payments by a mutual fund's adviser or sub-adviser(or its affiliates). These payments may be derived, in whole or in part,from the advisory fee that is deducted from mutual fund assets and reflected in the mutual fund charges. The standard asset fee that Nationwide charges in connection with the Nationwide retirement program is reduced by a discount, expressed in terms of basis points, that reflects the amount of mutual fund payments made to Nationwide as indicated in the Fund Selection Schedule of the applicable retirement program agreement. As a result, payments that Nationwide receives from mutual funds or their affiliates selected through the Advice Program will not increase Nationwide's overall compensation. The Portfolio Strategist will not consider mutual funds for the Advice Program that are affiliated with Nationwide. The Portfolio Strategist's fees for services provided under the Advice Program are not related to the mutual funds it selects or otherwise influenced by the revenue NIA or its affiliated companies may receive from these mutual funds. Nationwide ProAccount in the Nationwide Retirement Program ProAccount Clients in the Nationwide Retirement Program are charged a maximum annual fee of up to 1.35% of their Nationwide ProAccount assets ("Nationwide ProAccount Fee"). The applicable Nationwide ProAccount Fee is shown within the Nationwide ProAccount investment advisory agreement between NIA and each 8