R2014-124 PRO-ACCOUNT PLAN SPONSOR AGREEMENT

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broker for both the advisory client and for another person on the other side of the transaction. Agency cross transactions may arise where an adviser is dually registered as a broker-dealer or has an affiliated broker- dealer. Certain investment options recommended may distribute payments to affiliates of NIA with respect to the sale of fund shares pursuant to Rule 12b-1 under the Investment Company Act of 1940. These payments are made from mutual fund assets and reduce overall fund performance.Affiliates of NIA, as broker-dealers, may receive compensation through the normal course of their business for executing underlying securities transactions on behalf of certain mutual funds offered through NIA's advisory programs. In providing the point in time non-discretionary advisory service, NIA selects the allocation of underlying funds available within the plan. The funds that NIA recommends to participants are selected based on qualitative and quantitative research,without consideration of mutual fund revenue. NIA is the investment adviser to the LCG Portfolio, sponsored by NLIC. NIA has hired sub-advisers to handle the day to day management of the LCG Portfolio's assets, including all investment and transaction decisions. NIA employs Wilshire as the IFE for Nationwide ProAccount, and Portfolio Strategist for the Advice Program,to provide the programs' portfolio investment decisions. NIA does not buy or sell for itself securities that it also recommends to clients; however, affiliated broker- dealers, investment advisers, and insurance companies may do so. NIA's advisory program representative accounts are funded by its parent company, NLIC, for the purpose of calculating representative performance. NIA's Code of Ethics provides personal trading restrictions and preclearance requirements for its Access Persons designed to prevent conflicts of interest with its clients. Companies affiliated with NIA also have Codes of Ethics in place to address any actual or potential conflicts of interest that may occur. Item 12 Brokerage Practices NIA does not select or recommend brokers or dealers for client transactions. NIA does not receive research or other products or services from a broker-dealer or a third party in connection with client securities transactions("soft dollar benefits"). Within the LCG Portfolio, equity transactions are determined solely by the sub-advisers, including the selection of the entity with which the transaction is executed, without direction from NIA or its affiliates. NIA does not aggregate the purchase or sale of securities for client accounts since it does not direct any transactions other than mutual funds that have been selected by the IFE or Portfolio Strategist. Item 13 Review of Accounts Nationwide Large Cap Growth Portfolio NIA has hired sub-advisers to handle the day to day management of the LCG Portfolio's assets. NIA performs due diligence on prospective sub-advisers as part of the initial due diligence process and reviews the information first with NIA's Investment Committee and subsequently with the LCG Portfolio Board as part of its recommendation that a particular sub-adviser be approved. The LCG Portfolio Board makes the final decision on whether a particular sub-adviser will be approved. NIA is responsible for the ongoing monitoring of the sub-advisers and the performance of the LCG Portfolio. NIA conducts annual investment and compliance due diligence reviews of the sub-advisers and makes recommendations to the LCG Portfolio Board as to whether a sub-adviser should be retained or replaced. The LCG Portfolio Board makes the final decision on whether a particular sub-adviser will be retained or replaced. Reports are provided to the LCG Portfolio Board and discussed at the LCG Portfolio Board's periodic meetings. 17