R2014-124 PRO-ACCOUNT PLAN SPONSOR AGREEMENT

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conflict of interest. NIA Investment Committee members, acting on behalf of NFA, make investment decisions in connection with the management of mutual funds within the Nationwide Funds Group. Members of NIA's Investment Committee, acting on behalf of NLIC, assist NLIC with reviewing the investment options that are ultimately included in the variable life and variable annuity products issued by NLIC. To help mitigate potential conflicts of interest arising from the multiple roles and responsibilities that its management and investment personnel assume, NIA maintains separate policies and procedures governing its investment process and the operation of its Investment Committee. Additional mitigating steps are described below. The Nationwide Retirement Program and the NRS Retirement Program, through which NIA offers Nationwide ProAccount, the Advice Program, and point in time non-discretionary advice, make available investment options (mutual funds) offered through NLIC's group annuity products and Nationwide Trust Company's retirement plan platform. NLIC's group annuity products and Nationwide Trust Company's retirement plan platform offer affiliated funds (funds issued by the Nationwide Funds Group) and unaffiliated funds (non- Nationwide funds) as investment options. Some products may also offer the LCG Portfolio,to which NIA is the investment adviser. Because NIA or its affiliates earn more investment management fees when affiliated funds and the LCG Portfolio are chosen as investment options offered through Nationwide products, NIA has a conflict of interest. NIA also has a conflict of interest with respect to non-affiliated funds that pay NISC, NIA's affiliate, distribution and service fees based on asset levels in those funds. NLIC therefore has an incentive to include affiliated funds and non-affiliated funds that pay such fees in its products to maximize its profits. To mitigate these conflicts with respect to Nationwide ProAccount, NIA has hired Wilshire to act as the IFE, which is solely responsible for developing and maintaining the investment portfolios offered to NIA's clients. Please see Item 4 for additional information regarding Wilshire. Additionally, the NIA Advice Program can be offered through Nationwide retirement programs where the standard asset fee that Nationwide charges in connection with these retirement programs 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. When the NIA Advice Program is offered through these retirement programs, Nationwide's overall compensation is not increased as a result, payments that Nationwide receives from mutual funds or their affiliates selected through the Advice Program. This feature mitigates conflicts with respect to the Advice Program when it is used within these retirement programs. To further mitigate these conflicts, the Portfolio Strategist that NIA has hired for the Advice Program will not consider mutual funds affiliated with Nationwide. Moreover, 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. Please note, however, that NIA has discretion to terminate its relationship with the Portfolio Strategist at any time, upon notice to clients, and may either engage a suitable replacement or operate the Advice Program without a Portfolio Strategist. Please see Item 5 for additional information regarding compensation Nationwide companies receive from affiliated and unaffiliated mutual funds. NIA uses qualitative and quantitative factors in selecting sub-advisers to the LCG Portfolio. NIA may recommend or have a bias towards sub-advisers who also manage assets for NFA, due to NFA's greater access to and knowledge of the sub-advisers' investment processes, investment philosophies and portfolio managers. As a result, qualitative factors and analysis may play a greater role than quantitative factors and analysis in the selection and monitoring of these sub-advisers rather than sub-advisers who do not provide services for NFA. Item 11 Code of Ethics, Participation or Interest in Client Transactions and Personal Trading 15