R2014-124 PRO-ACCOUNT PLAN SPONSOR AGREEMENT

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Nationwide ProAccount assets are custodied by the applicable custodian to the NRS Retirement Program, which may include companies affiliated with NIA. The custodian is authorized to deduct any and all Nationwide ProAccount Fees, when due, from a ProAccount Client's retirement plan account and to remit the appropriate fees to NIA as investment adviser. The custodian may charge a separate custody fee which the custodian will also deduct in addition to the Nationwide ProAccount Fee, from the ProAccount Client's retirement plan account. Compensation to Nationwide Representatives -- Retirement specialists of NRS that offer Nationwide ProAccount to retirement plan participants are registered as investment adviser representatives of NIA. These individuals are compensated for offering Nationwide ProAccount and enrolling participants who have selected the service. Compensation may include a base salary and incentives based on the amount of assets contributed to the ProAccount Clients' accounts. In addition, certain individuals who provide administrative or wholesale distribution services in support of Nationwide ProAccount may receive incentive compensation based on the amount of assets contributed to the ProAccount Clients' accounts. Payments by NIA to Service Providers-- NIA and its affiliates may compensate affiliated and unaffiliated third parties for administrative services provided in support of Nationwide ProAccount. Registered Investment Advisors Services, Inc., an affiliate of NIA, receives compensation for providing technology services that facilitate the management of participant accounts through the NRS Retirement Program. Compensation from Mutual Funds-To the extent permitted by applicable law or regulation, 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. Item 6 Performance-Based Fees and Side-By-Side Management Neither NIA nor its supervised persons accept performance-based fees for NIA advisory programs. NIA utilizes the services of sub-advisers, an IFE and a Portfolio Strategist to make investment decisions related to its 11