R2014-124 PRO-ACCOUNT PLAN SPONSOR AGREEMENT

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fee notifications they receive from NIA to the Nationwide ProAccount Fee deduction shown within their quarterly custodial statements. Any identified discrepancies should promptly be reported. Nationwide ProAccount in the NRS Retirement Proclram Nationwide ProAccount assets are custodied by the applicable custodian to the NRS Retirement Program, which may be either NLIC (for plan assets held in a group annuity); Nationwide Trust Company (for plan assets held on the Nationwide Trust Company trust platform); or an unaffiliated third party. Both NLIC and Nationwide Trust Company are "related persons" of NIA. A "related person" is a person (including a corporate entity) directly or indirectly controlling or controlled by, or under common control with, NIA. Control means the power, directly or indirectly, to direct the management or policies of a person (including a corporate entity), through ownership of securities, by contract, or otherwise. NLIC and Nationwide Trust Company are both 100%owned by Nationwide Financial. NLIC in turn owns 100%of NIA. Therefore NLIC, Nationwide Trust Company and NIA are under common control. Because a related person of NIA acts as the custodian for plan assets held in an NLIC group annuity or on the Nationwide Trust Company trust platform, NIA is considered to have custody of those Nationwide ProAccount assets.To the extent an unaffiliated third party(i.e.,a party that is not a "related person") acts as custodian for plan assets, NIA would not be considered the custodian for Nationwide ProAccount assets associated with the plan, except to the extent that Nationwide ProAccount Fees are automatically deducted from a ProAccount Client's account and paid directly to 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 in addition to the Nationwide ProAccount Fee. ProAccount Clients receive quarterly account statements from the custodian as part of the NRS Retirement Program. Quarterly custodial statements reflect the deduction of Nationwide ProAccount Fees. In addition, NIA sends quarterly fee notifications to each ProAccount Client with assets under management within the program. All ProAccount Clients should compare the fee notifications they receive from NIA to the Nationwide ProAccount Fee deduction shown within their quarterly custodial statements. Any identified discrepancies should promptly be reported. Item 16 Investment Discretion Nationwide Larae Cap Growth Portfolio NIA has delegated its investment discretion over assets in the LCG Portfolio to the sub-advisers of the LCG Portfolio. Sub-adviser responsibilities include, among other things, determining which securities or other investments to buy, sell or exchange and providing any services that may be necessary in managing, buying, or selling securities or other investments. NIA determines the allocation of LCG Portfolio assets among the sub- advisers and then oversees, evaluates and monitors the services of each sub-adviser. NIA does not determine what investments will be purchased by the sub-advisers for the LCG Portfolio. Point in Time Non-Discretionary Advice NIA does not have discretionary authority over the Client's account and will not be responsible for buying or selling any securities for the Client's account. The Client will be solely responsible for implementing NIA's recommendations. Advice Program for Plan Sponsors of Trustee Directed Retirement Plans Prior to establishing an advisory account under the Advice Program,the plan sponsor must complete an Advice Program Questionnaire developed by the Portfolio Strategist to assist the plan sponsor in its selection of a Portfolio that meets the plan's investment objectives, as well as to indicate any reasonable restrictions the plan sponsor may wish to place on the management of eligible retirement plan account assets. Based on the 20