R2014-124 PRO-ACCOUNT PLAN SPONSOR AGREEMENT

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NIA may also provide financial compensation to Solicitors for activities not related to the solicitation or distribution of Nationwide ProAccount. These activities include, but are not limited to, certain marketing events sponsored by the Solicitors and educational conferences presented to invited guests of the Solicitors. NIA's provision of financial compensation for these activities is not dependent upon the Solicitors committing to NIA any specific amount of business. 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 IFE for inclusion in Nationwide ProAccount portfolios: • 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 amount of compensation that Nationwide receives from mutual funds selected for Nationwide ProAccount portfolios may vary by fund. Moreover, the IFE may select mutual funds that are affiliated with Nationwide, in which case certain companies affiliated with NIA (collectively referred to as the "Nationwide Funds Group") will also receive compensation from the mutual funds for investment advisory, administrative,transfer agency, distribution, or other services. Accordingly, Nationwide may receive more revenue with respect to affiliated mutual funds than unaffiliated mutual funds. Nationwide's receipt of varying amounts of compensation from affiliated and unaffiliated mutual funds selected for Nationwide ProAccount portfolios presents a conflict of interest. Nationwide seeks to mitigate this conflict of interest by employing an IFE to develop and maintain the program's investment methodology, which NIA cannot influence or modify. Under Nationwide ProAccount, the IFE is solely responsible for selecting the mutual funds included in the portfolios. The IFE's fees for services provided under Nationwide ProAccount are not related to the mutual funds it selects or otherwise influenced by the revenue NIA or its affiliates may receive from such mutual funds. Please see Item 10 for additional information regarding NIA's relationships with other Nationwide affiliates, including the Nationwide Funds Group. Nationwide ProAccount in the NRS Retirement Program ProAccount Clients in the NRS Retirement Program will be charged a maximum annual fee of 1.00% of their Nationwide ProAccount assets ("Nationwide ProAccount Fee"), according to the pricing grid in the Nationwide ProAccount investment advisory agreement between NIA and each ProAccount Client. The Nationwide ProAccount Fee is subject to change and is in addition to any underlying fund,trustee,custodial, asset, service, administrative or transactional fees that the retirement plan or participant may incur through the NRS Retirement Program. The Nationwide ProAccount Fee is calculated daily based on the market value of Nationwide ProAccount assets and payable at the end of each quarter. The Nationwide ProAccount Fee is negotiable at the plan level, and NIA may offer certain plans discounted Nationwide ProAccount Fees or other promotional pricing. Factors NIA considers when negotiating the Nationwide ProAccount Fee with plan sponsors typically include: • Amount of assets in the plan; • Number of participants in the plan; • Resource and field coverage considerations(e.g., number and location of employee work sites to be serviced); • Extent of Nationwide's overall business opportunity with the plan; and • Competitive forces in the market. 10