Nationwide Investment Advisors LLC

Item 5            Fees and Compensation

                            Services Available to Plan Participants

While the services are similar regardless of the plan type, how compensation is paid and
how fees are charged may vary across governmental plans and plans sponsored by
private sector employers. As such, we have separated them for this section only.

The compensation descriptions in this brochure should be read together with the
compensation disclosures provided in NIA’s Form CRS and the applicable adviser
representative brochures (Form ADV Part 2B). NIA intends there to be consistency across
these disclosures, which collectively describe the material compensation arrangements
and related conflicts associated with its advisory services.

ProAccount in Nationwide Retirement Program

ProAccount Clients are charged an annual fee of up to 1.00% of their ProAccount assets
("ProAccount Fee"). The applicable ProAccount Fee is shown within the ProAccount
investment advisory agreement between NIA and each ProAccount Client. The
ProAccount Fee is calculated daily based on the market value of ProAccount assets and
payable at the end of each quarter. The 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
Nationwide Retirement Program.

The ProAccount Fee is negotiable at the plan level, and NIA may offer certain plans
discounted ProAccount Fees or other promotional pricing. Factors NIA considers when
negotiating the 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).
       Competitive forces in the market.

Depending on the plan, either Nationwide Trust Company, FSB or NLIC acts as custodian
for assets invested through the Nationwide Retirement Program, including those assets
being managed through ProAccount. The custodian is authorized to deduct any and all
ProAccount Fees, when due, from the 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 ProAccount
Fee, from the ProAccount Client's retirement plan account.

Payments by NIA to Service Providers

NIA and its affiliates compensate affiliated and unaffiliated third parties for administrative
services provided in support of 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 Nationwide Retirement Program.

NIA or its affiliates pay the third-party administrator ("TPA") of record, for the retirement
plan through which ProAccount is offered, an annual fee of up to 0.25% of ProAccount
assets for administrative services provided in support of ProAccount ("PPA Administrative
Fee"). The PPA Administrative Fee is payable out of the ProAccount Fee. The plan sponsor
may seek to negotiate a lower PPA Administrative Fee with the TPA, which would result in
a corresponding reduction to the ProAccount Fee.

These payments create a financial incentive for TPAs and certain NIA affiliates to support
or promote ProAccount. As a result, these entities may benefit financially when
participants enroll in ProAccount or when assets invested through ProAccount increase.

Compensation to Nationwide Representatives

Investment adviser representatives of NIA are compensated for offering ProAccount and
enrolling participants who have selected the service. These representatives are eligible to
receive incentive compensation based on enrollment and/or the amount of assets
contributed to the ProAccount clients’ accounts. In addition, certain representatives who

provide administrative or wholesale distribution support of ProAccount receive incentive
compensation based on adding ProAccount as an optional service and/or the amount of
assets contributed to ProAccount clients’ accounts. This incentive structure creates a
financial conflict of interest, because these representatives have a financial motivation to
recommend ProAccount over other options available to participants.

Solicitation Arrangements

NIA has contracted with several firms that solicit the Nationwide Retirement Program and refer
ProAccount to eligible plans and participants for whom ProAccount may be suitable. These firms are
not affiliated with NIA and are not authorized to offer investment advice on behalf of NIA. NIA may
retain these firms to bring ProAccount to the attention of participants of certain plans, but not to
other plans. NIA may pay these firms an annual fee of up to 0.45% of ProAccount assets, which is
payable out of the ProAccount Fee. However, ProAccount Clients will not be charged this component
of the ProAccount Fee if ProAccount was not referred to them by one of these firms. Thus, the
involvement of these firms will typically result in a ProAccount Client paying a higher overall
ProAccount Fee (not to exceed the maximum of 1.00%). NIA or its affiliates may also provide
financial compensation to these firms for activities not related to the solicitation of ProAccount.
These activities include, but are not limited to, certain marketing events sponsored by the firms and
educational conferences presented to invited guests. NIA's provision of financial compensation for
these activities is not dependent upon the firm committing to NIA any specific amount of business.

Please see Item 10 for additional information regarding NIA's relationships with other
Nationwide affiliates, including the Nationwide Investment Management Group ("IMG").

ProAccount in Nationwide Governmental and Institutional Plans
...

Item 7          Types of Clients

NIA provides investment advisory services to retirement plan participants and retirement plan
sponsors. This includes retirement plans sponsored by corporations and other business entities,
in addition to state, county and municipal governments.

There is no minimum asset value or account size for participation in any advisory program
offered by NIA.

Item 8          Methods or Analysis, investment Strategies and Risk of Loss

NIA provides investment management services for multiple advisory programs. NIA and its
personnel and affiliated companies may give advice or take action in performing duties for
other clients, or for their own accounts, which differs from advice given to or action taken for
any individual client.

Investing involves risk and may not always be profitable. Investment return and principal will
fluctuate with market conditions, and a client may lose money. Past performance of
investments is no guarantee of future results. Asset allocation does not guarantee profit or
insulate from loss.

Please see Item 10 for disclosure of conflicts of interest.

                           Services Available to Plan Participants

Pro Account

For ProAccount, NIA has hired Wilshire as the IFE to evaluate, construct and maintain the
portfolios of available investment products. Wilshire has sole control and discretion over
changes to asset allocation and fund selection and employs its own method of analysis and
investment process. NIA is responsible for managing the relationship with Wilshire. NIA's
Investment Committee is responsible for overseeing NIA's monitoring of the services provided
by Wilshire in developing and maintaining the Portfolios. The NIA Investment Committee meets
at least quarterly and reviews performance, investment strategies, and the IFE's development
and ongoing maintenance of the portfolios.

The analysis and advice provided by Wilshire and delivered by NIA is based on a number of
factors, including the information provided by a ProAccount Client, various economic
assumptions and risk estimates, and other considerations. As a result, the advice developed
and recommendations provided are not guarantees that a ProAccount Client will achieve
his or her retirement goals or anticipated performance.

Any investment advice a ProAccount Client receives is for his or her personal benefit and
not for the benefit of any other person. The investment advice is specific with respect to
assets within a ProAccount Client's retirement plan account and may not be appropriate
for investments outside of ProAccount or for other investment purposes.

MIP

For MIP, NIA hired Wilshire to evaluate, construct, and maintain the Portfolios. NIA is
responsible for managing the relationship with Wilshire. NIA's Investment Committee is
responsible for overseeing NIA's monitoring of the services provided by Wilshire in
developing and maintaining the Portfolios. The Investment Committee meets at least
quarterly and reviews performance, investment strategies, and Wilshire's development
and ongoing maintenance of the Portfolios.

The analysis and MIP service provided by Wilshire to NIA is based on a number of
factors, including the information provided by a Client in response to the questionnaire,
various assumptions and estimates, and other considerations. As a result, the advice
developed, and recommendations provided are not guarantees that a MIP Client will
achieve his or her goals or anticipated performance.

                            Services Available to Plan Sponsors

Smart Alliance

Under the Smart Alliance service, NIA provides non-discretionary investment advisory
services to plan sponsors with respect to the plan’s Line Up. NIA does not manage plan
assets and does not have authority to select, remove, or substitute investments in the
Line Up.

In providing Smart Alliance services, NIA receives investment option analysis and
recommendations from the IFE, Creative Planning. Creative Planning evaluates
investment options that are eligible for consideration based on criteria that may include,
among other factors, historical performance, risk characteristics, fees and expenses,
manager tenure and stability, and the investment’s role within a diversified plan lineup.
Where applicable, the analysis may take into account the investment policy statement or
other guidelines established by the plan sponsor.

NIA’s role is limited to presenting the Creative Planning’s analysis and recommendations
to the plan sponsor and, at the direction of the plan sponsor, coordinating the operational
implementation of any approved changes. The plan sponsor retains sole discretion and
responsibility for deciding whether to accept, reject, or modify any recommendation.

Advice Program

For the Advice Program, NIA hired Wilshire as the Portfolio Strategist to evaluate,
construct, and maintain the Portfolios. NIA is responsible for managing the relationship
with Wilshire. NIA's Investment Committee is responsible for overseeing NIA's monitoring
of the services provided by Wilshire.

The analysis and advice provided by Wilshire and delivered by NIA is based on several
factors, including the information provided to NIA by a plan sponsor in response to the
Advice Program Questionnaire, various assumptions and estimates, and other
considerations. As a result, the advice developed, and recommendations provided, are
not guarantees that an Advice Program client will achieve its goals or anticipated
performance.