FUND ADMINISTRATIVE SERVICES AGREEMENT

Definitions

“1934 Act” means the Securities Exchange Act of 1934, as amended.

“1940 Act” means the Investment Company Act of 1940, as amended.

“Administrative Services” means services to any Fund in connection with its Shares purchased, redeemed, or held by Variable Accounts on behalf of Contracts, as described in Exhibit D to this Agreement, including, but not limited to: (1) sub-transfer agency and sub-accounting services, (2) transmission of reports and other written materials from the Funds issuing such Shares with respect to Contracts, (3) the provision of Contract Owner information and implementation of trading restrictions for the purpose of eliminating or reducing any dilution of value of the Trust’s outstanding Shares, and (4) other related administrative services as further described in Exhibit C. Administrative Services are not services that are intended to promote the sale of Shares of any Fund.

“Administrative Services Fee” means fees payable pursuant to a shareholder services plan (hereinafter “Administrative Services Plan”) adopted by the Board of Trustees of the Trust for shareholder services (hereinafter “Administrative Services” provided by Nationwide.

“Business Day” means any day that the New York Stock Exchange is open for regular trading and on which the Trust calculates its net asset value pursuant to the rules of the SEC.

“Contract” means any variable life insurance contract or variable annuity contract offered and/or issued by Nationwide.

“Contract Owner” means an owner or holder of a Contract.

“FINRA” means the Financial Industry Regulatory Authority, Inc.

“Market Close” means the close of regular trading on the New York Stock Exchange on any Business Day, generally 4:00 pm Eastern Time.

“Operating Procedures” means the procedures for the purchase, redemption and settlement of Shares as set forth in Exhibit C to this Agreement.

“Order” means a request from a Contract Owner to purchase or redeem their proportionate share of a Variable Account that corresponds to specific Shares of a Fund.

“Rule 22c-2” means the SEC’s Rule 22c-2 adopted pursuant to the 1940 Act.

“SEC” means the U.S. Securities and Exchange Commission.

“Shares” means the shares, including the particular class of shares, of the Funds set forth in Exhibit B.

“USA Patriot Act” means the United and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, as amended.

Administrative Services Provided in Connection with the Contracts

Nationwide will perform Administrative Services in connection with the Shares as set forth in this Section 2 and in Exhibit D.

For each class of Shares of a Fund that Nationwide includes in its Contracts, Nationwide shall open one or more “omnibus” accounts with the Company through which it may process Orders on behalf of Contract Owners. Nationwide will purchase and redeem Shares, settle Share purchase and redemption transactions, reconcile such transactions, obtain daily values for Shares, and reinvest dividends and other distributions in Shares in accordance with the Operating Procedures.

Subject to the terms and conditions of this Agreement, Nationwide shall be appointed to, and agrees to act, as a limited agent of the Company for the sole purpose of receiving instructions from Contract Owners for the purchase and redemption of Fund Shares prior to the Market Close on each Business Day. Except as particularly stated in this section, Nationwide shall have no authority to act on behalf of the Company or to incur any cost or liability on its behalf. Both parties agree to follow any written guidelines or standards relating to the sale or redemption of Shares as may be provided in the Operating Procedures as well as to follow any applicable federal and/or state securities law, rules, or regulations.

Nationwide shall transmit payment for Shares of any Fund purchased in the manner prescribed by the Operating Procedures.

The Company shall transmit payment for Shares of any Fund redeemed in the manner prescribed in the Operating Procedures. The Company reserves the right to delay payment of redemption proceeds, but in no event may such payment be delayed longer than the period permitted under Section 22(e) of the ▇▇▇▇ ▇▇▇. The Company will not bear any responsibility whatsoever for the proper disbursement or crediting of redemption proceeds to Contract Owners; Nationwide alone will be responsible for such action.

Nationwide will not aggregate Orders received from its Contract Owners after the Market Close on any Business Day with Orders received before the Market Close on such Business Day, and warrants that its internal control structure concerning the processing and transmission of Orders is reasonably designed to prevent or detect on a timely basis Orders received after Market Close from being aggregated with Orders received before Market Close and to minimize errors that could result in late transmission of Orders. Orders received by Nationwide before Market Close will receive that Business Day’s net asset value and Orders received by Nationwide after Market Close will receive the next Business Day’s net asset value.

Issuance and transfer of Shares will be by book entry only. Stock certificates will not be issued to Nationwide or to any Variable Account. Purchase and redemption Orders for Shares will be recorded by the Company in an appropriate title for each Variable Account.

The Company will furnish same day notice (by electronic means) to Nationwide of the declaration of any income, dividends, or capital gain distributions payable on each Fund’s Shares. Nationwide hereby elects to receive all such income, dividends, and distributions as are payable on the Fund Shares in the form of additional Shares of that Fund. The Company will notify Nationwide of the number of Shares so issued as payment of such dividends and distributions.

The Company will make the net asset value per Share for each Fund available to Nationwide daily in the manner prescribed in the Operating Procedures.

Nationwide has policies and procedures in effect to detect and deter short term or excessive trading into and out of a Fund (“Market Timing”). Nationwide’s Market Timing policies and procedures include, but are not limited to: monitoring Contract Owner trading activity, imposing trade restrictions, and enforcing redemption fees imposed by the Funds (if applicable). The Company acknowledges that Nationwide may apply its own trade monitoring and restriction policies and procedures to trading of Fund Shares hereunder which may differ from the criteria set forth in the Trust’s prospectuses and SAIs. The Company’s failure to reject any purchase Orders that might be deemed to be Market Timing shall not constitute a waiver of the Company’s rights under this section.

Representations and Warranties of Nationwide

Nationwide is a holding company duly organized and in good standing under applicable state law, and that its life insurance companies have been duly organized and are in good standing under applicable state law; and

the arrangements described herein, and the amount and form of fees and other compensation payable to Nationwide hereunder, comply in all material respects with, and are accurately, fairly, and adequately disclosed in compliance with all applicable laws, rules, and regulations.

Representations and Warranties of the Company

The Company represents and warrants that:

it (a) is registered as a transfer agent under the 1934 Act and will remain duly registered under all applicable federal securities laws; (b) serves as the administrator and transfer agent for the Trust; and (c) will perform its obligations for the Trust in accordance in all material respects with the laws of the State of Ohio and any applicable state and federal securities laws;

its activities hereunder comply in all material respects with all provisions of federal and state securities law applicable to such activities;

The Trust represents and warrants that:

the Trust is lawfully organized and validly existing under the laws of the State of Delaware and it does and will comply in all material respects with applicable provisions of the 1940 Act;

the Funds have policies and procedures designed to deter Market Timing, as are disclosed in each Fund’s prospectus, and such policies will be uniformly and consistently applied to all Contract Owners unless otherwise disclosed in such Fund’s prospectus;

its activities hereunder comply in all material respects with all provisions of federal and state securities law applicable to such activities;

the Trust has duly adopted the Administrative Services Plan for the payment of Administrative Services Fees, which are paid in accordance with the terms and conditions of the Administrative Services Plan; and

the arrangements described herein, and the amount and form of fees and other compensation payable hereunder, have been reviewed by the Trust’s Board of Trustees, and are consistent with the Administrative Service Plan.

Prospectuses, Reports and Proxy Statements; Voting

The Trust will provide Nationwide or its mailing agent with copies of proxy materials, if any, reports to shareholders, updated prospectuses, and other communications to shareholders with respect to the Funds in such quantity as Nationwide will reasonably require. The Trust acknowledges that the Trust and/or the Funds will be responsible for bearing the costs of preparing such updated Trust prospectuses, proxy materials, annual and semiannual reports, and other related statements and notices. Nationwide will distribute such proxy materials, reports, updated prospectuses, and other communications to existing Contract Owners and will ▇▇▇▇ the Company for the reasonable cost of such distribution. The Trust agrees to pay the lesser of:

the cost to print individual Fund prospectuses and other Fund-issued documents as applicable; or

The Trust’s portion of the total printing costs if Nationwide does not use individual prospectuses and other Fund-issued documents as applicable, but reprints such documents in another format; or

The Trust’s portion of the total reproduction costs if Nationwide does not use individual printed prospectuses and other Fund-issued documents as applicable, but reproduces such documents in another allowable and appropriate medium (i.e., CD ROM or computer diskette), subject to reasonable costs and as mutually agreed upon by both Nationwide and the Trust.    

Except as otherwise provided herein, all expenses incident to the performance by Nationwide under this Agreement shall be paid by Nationwide. Likewise, all expenses incident to the performance by the Company or the Funds under this Agreement shall be paid by the Adviser and/or the Funds.

For so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass-through voting privileges for owners of Contracts, Nationwide shall (i) distribute to Contract Owners all proxy material furnished by the Company (provided that such material is received by Nationwide or its designated agent at least 10 Business Days prior to the date scheduled for mailing to Contract Owners); (ii) solicit voting instructions from Contract Owners; (iii) vote the Shares held in the Variable Account(s) in accordance with instructions received from Contract Owners; and (iv)vote Shares held in the Variable Account(s) for which no timely instructions have been received in the same proportion as Shares of such Fund for which instructions have been received from Nationwide’s Contract Owners. Nationwide reserves the right to vote Shares held in any segregated asset account in its own right, to the extent permitted by law. Nationwide will be responsible for assuring that the Variable Accounts participating in the Trust calculate voting privileges in a manner consistent with all legal requirements. The Company shall cause any third-party vendor providing services with regard to proxy materials on behalf of the Company to sign a confidentiality agreement that includes reasonable nondisclosure provisions.

The Trust will comply with all provisions of the 1940 Act requiring voting by shareholders.

Nationwide shall not give any information or make any representations or statements on behalf of the Trust or the Company or concerning the Trust or the Company other than information or representations contained in and accurately derived from proxy materials and/or reports of the Trust which are in the public domain or approved by the Trust or the Company for distribution to shareholders, or the Trust’s current registration statement, prospectuses, or statements of additional information, except with the written permission of the Trust or the Company, as applicable.

Compensation

In consideration for the Administrative Services provided by Nationwide pursuant to this Agreement, the Trust agrees to pay Nationwide, for each Fund and class of Shares identified on Exhibit B, the respective Administrative Services Fee at the rate listed therein, calculated as an annualized percentage of the average daily net asset value of Shares owned by Variable Accounts for the period in which such fees were earned.

The Trust represents, and Nationwide acknowledges, that Administrative Services Fees paid hereunder are not distribution fees payable pursuant to a plan adopted pursuant to Rule 12b-1 of the 1940 Act. Nationwide represents, and the Trust acknowledges, that the services Nationwide provides in consideration of the Administrative Services Fees it receives hereunder are not distribution in nature or primarily intended to result in the sale of Shares.

In the event the Administrative Services Plan that authorizes the payment of an Administrative Services Fee is terminated by the Board of Trustees of the Trust, the Adviser agrees to pay Nationwide, from its own resources, an amount equal to the terminated Administrative Services Fee.

Administrative Services Fees will be paid to Nationwide, or its designee, on a monthly basis by electronic funds transfer as soon as practicable, but no later than 30 days after the end of the period in which they were earned. The Administrative Services Fee payment will be accompanied or preceded by a statement showing the calculation of the amounts being paid by the Trust for the relevant period and such other supporting data as may be reasonably requested by Nationwide.

The parties agree that Administrative Services Fees will be paid to NFS or its designee according to this Agreement with respect to each Fund as long as Shares of such Fund are held by Variable Accounts, and that NFS may assign the fee to the subsidiary(ies) performing the Administrative Services provided pursuant to this Agreement. The Trust acknowledges that the fees that Nationwide charges to Contract Owners in connection with maintaining or servicing the Contracts may be less than they otherwise would be due to the Administrative Services Fees that the Trust agrees to pay Nationwide hereunder. This provision will survive the termination of this Agreement.

Any party may disclose that it has entered into this Agreement. Further, any party may disclose the annual Administrative Service Fees payable to Nationwide under this Agreement.

Privacy and Data Security

The parties will keep confidential any information regarding the Trust, the Variable Accounts, and Contract Owners received in connection with providing services and meeting their respective obligations hereunder, except: (a) as necessary to provide the services or otherwise meet their respective obligations under this Agreement; (b) as necessary to comply with applicable law; and (c) information regarding the Trust or Variable Accounts which is otherwise publicly available. The parties will maintain internal safekeeping procedures to safeguard and protect the confidentiality of the data transmitted to another party or its designees or agents in accordance with Section 248.11 of Regulation S-P (17 CFR 248.1–248.30) (“Reg S-P”) and any other applicable federal or state privacy laws and regulations, including without limitation 201 CFR 17.00 et seq. and applicable security breach notification regulations (collectively “Privacy Laws”). Each party shall use such data solely to effect the services contemplated herein, and none of the parties will directly, or indirectly through an affiliate, disclose any non-public personal information protected under Privacy Laws (“Non-public Personal

Each party will maintain and enforce safety and physical security procedures with respect to its access and maintenance of Non-public Personal Information that (a) are at least equal to industry standards for such types of locations, (b) are in accordance with reasonable policies in these regards, and (c) provide reasonably appropriate technical and organizational safeguards against accidental or unlawful destruction, loss, alteration, or unauthorized disclosure or access of Non-public Personal Information under this Agreement. Without limiting the generality of the foregoing, each party will take all reasonable measures to secure and defend its location and equipment against cyber-attacks, “hackers” and others, both internal and external, who may seek, without authorization, to modify or access its systems or the information found therein. Each party will periodically test its systems for potential areas where security could be breached. Each party will report to the other party promptly any breaches of security or unauthorized access to its systems that it detects or becomes aware of that would require notification to consumers and/or regulators, as may be required by applicable federal and/or state laws. Each party will use reasonable and diligent efforts to remedy such breach of security or unauthorized access in a timely manner. Each party maintains the right to reasonably audit its data in the other party’s systems environment no more than annually, upon 60 days prior written notice, and at auditing party’s sole expense and cost.

All Non-public Personal Information must be stored in a physically and logically secure environment that reasonably attempts to protect it from unauthorized access, modification, theft, misuse, and destruction.

Anti-Money Laundering

Maintenance of Records

Shareholder Information and Rule 22c-2 under the 1940 Act

Definitions. For purposes of this Section 10 and Rule 22c-2 under the 1940 Act only:

Shareholder Information.

Agreement to Provide Information. To the extent required by Rule 22c-2 of the 1940 Act, Nationwide agrees to provide the Company or the Company’s designee, the following information: the taxpayer identification number or in the case of non-U.S. Shareholders, if the taxpayer identification number is unavailable, the international taxpayer identification number or other government issued identifier (“TIN”), if known, of Shareholder(s) of the account, and the amount, date, and transaction type (purchase, redemption, transfer, or exchange) of every purchase, redemption, transfer, or exchange of Shares held through a Variable Account maintained by Nationwide during the period covered by the request. Information will be provided in a format mutually agreed upon by the parties including, but not limited to: manually (upon written request by the Company or the Company’s designee); by electronic feed; via FundTrack (accessed directly by the Company or the Company’s Designee).

Period Covered by Request. For manual information requests, the request must be in writing and must set forth a specific period, not to exceed 180 days from the date of the request, for which transaction information is sought. The Company may request transaction information older than 180 days from the date of the request as it deems necessary to investigate compliance with policies established by the Company for the purpose of eliminating or reducing any dilution of the value of the outstanding Shares issued by the Fund. For automated transfers of information, unless otherwise mutually agreed by the parties, Nationwide agrees to provide and/or make available the information specified in Section 10(b)(i) for each trading day.

Form and Timing of Response. For manual information requests, Nationwide agrees to transmit the requested information that is on its books and records to the Company or Company’s designee promptly, but in any event not later than 10 Business Days, after receipt of a request, except that transmission of transaction information older than 180 days may take longer. Nationwide agrees to use best efforts to determine, promptly upon request of the Company, whether any specific person about whom it has received the identification and transaction information set forth under this Section 10, is itself a indirect intermediary (as defined in the ▇▇▇▇ ▇▇▇) and, upon further request by the Company: (i) provide or arrange to provide the Company with the identification and transaction information regarding Shareholders who hold an account with an indirect intermediary; or (ii) subject to the provisions of Section 10(c) below, restrict or prohibit further purchases of Fund Shares from such indirect intermediary. In such instance, Nationwide agrees to inform the Company whether it plans to perform (i) or (ii). Responses required by this paragraph must be communicated in writing and in a format mutually agreed upon by the parties. To the extent practicable, the format for any transaction information provided to the Company will be Nationwide’s standard format or other mutually agreed upon format.

Limitations on Use of Information. The Company, for itself and any designee, agrees not to use the information received pursuant to this Section 10 for any purpose other than necessary to comply with the provisions of Rule 22c-2 under the 1940 Act. The Company represents that it has entered into a separate agreement with the Company’s designee and the Company’s designee has agreed in writing to these limitations on use of information.

Indemnification. The Company agrees to indemnify and hold harmless Nationwide from any and all liability, claim, loss, demand, damages, costs, and expenses (including reasonable attorney’s fees) arising in connection with any third-party claim or action brought against Nationwide as a result of any unauthorized disclosure by the Company of a Shareholder’s TIN provided to the Company or the Company’s designee in connection with the terms of this Section 10.

Agreement to restrict trading. Nationwide agrees, subject to applicable law, to use reasonable efforts to execute written instructions from the Company to restrict or prohibit further purchases or exchanges of Shares by a Shareholder that has been identified by the Company as having engaged in transactions of the Fund’s Shares (directly or indirectly through an omnibus account of Nationwide) that violate policies established by the Fund for the purpose of eliminating or reducing any dilution of the value of the outstanding Shares issued by the Fund (“Fund Policies”). If the Company utilizes FundTrack, the Company agrees to take sole responsibility for restricting and/or prohibiting further purchases or exchanges of Fund Shares by any Shareholder deemed by the Company to be in violation of Fund Policies.

Form of Instructions. Instructions from the Company must include the TIN, if known, and the specific restriction(s) to be executed. If the TIN is not known, the instructions must include an equivalent identifying number of the Shareholder(s) or account(s) or other agreed upon information to which the instruction relates.

Timing of Response. Nationwide agrees to execute instructions as soon as reasonably practicable, but not later than 14 calendar days after Nationwide’s receipt of the instructions from the Company.

Confirmation by Nationwide. Nationwide must provide written confirmation to the Company that instructions have been executed. Nationwide agrees to provide confirmation as soon as reasonably practicable, but not later than 10 Business Days after the instructions have been executed.

Supporting Documentation and Assistance. If, pursuant to this Section 10, the Company instructs Nationwide to restrict or prohibit further purchases or exchanges of Shares by a Shareholder, the Company will, at Nationwide’s request, provide Nationwide a written statement (which may be shared with the affected Shareholder and any applicable indirect intermediary) that such restriction or prohibition is made at the instruction of the Company in accordance with the Fund’s policies. The Company and Nationwide each agree to reasonably cooperate with the other to address issues in the event a Shareholder requests information from Nationwide related to any such restriction or prohibition.

Indemnification

Nationwide agrees to indemnify and hold harmless the Company , the Trust, the Adviser, and each of its respective officers, trustees, directors, employees, agents, affiliated persons, subsidiaries, and each person, if any, who controls the Company, the Adviser and/or the Trust within the meaning of the 1940 Act (collectively, the “Fund Indemnified Parties” for purposes of this section) against any losses, claims, expenses, damages, liabilities (including amounts paid in settlement thereof), and/or litigation expenses (including reasonable legal and other expenses) (collectively the “Losses”), to which the Fund Indemnified Parties may become subject to the extent such Losses result from (i) Nationwide’s bad faith, gross negligence, or willful misconduct in performing its obligations under this Agreement; (ii) any material breach by Nationwide of any provision of this Agreement or of any law, rule, or regulation applicable to its obligations under this Agreement; or (iii) any breach by Nationwide of a representation or warranty made in this Agreement. Nationwide shall not be liable for indemnification hereunder to the extent such Losses are attributable to the bad faith, gross negligence, or willful misconduct of the Company, the Adviser or the Trust in performing their obligations under this Agreement.

The Company agrees to indemnify and hold harmless Nationwide and its officers, directors, employees, agents, affiliated persons, subsidiaries, and each person, if any, who controls Nationwide within the meaning of the 1940 Act (collectively, the “Nationwide Indemnified Parties” for purposes of this section), against any Losses to which the Nationwide Indemnified Parties may become subject to the extent such Losses result from (i) the Company’s bad faith, gross negligence, or willful misconduct in performing its obligations under this Agreement; (ii) any material breach by the Company of any provision of this Agreement or of any law, rule, or regulation applicable to its obligations under this Agreement; (iii) any breach by the Company of a representation or warranty made by the Company this Agreement; or (iv) any unauthorized disclosure of a Shareholder’s TIN provided to the Company or its designee in response to a request for information under Section 10. The Company shall not be liable for indemnification hereunder to the extent such Losses are attributable to the bad faith, gross negligence, or willful misconduct of Nationwide in performing its obligations under this Agreement.

The Trust agrees to indemnify and hold harmless Nationwide and its officers, directors, employees, agents, affiliated persons, subsidiaries, and each person, if any, who controls Nationwide within the meaning of the 1940 Act (collectively, the “Nationwide Indemnified Parties” for purposes of this section), against any Losses to which the Nationwide Indemnified Parties may become subject to the extent such Losses result from (i) the Trust’s bad faith, gross negligence, or willful misconduct in performing its obligations under this Agreement; (ii) any material breach by the Trust of any provision of this Agreement or of any law, rule, or regulation applicable to its obligations under this Agreement; or (iii) any breach by the Trust of a representation or warranty made by the Trust in this Agreement. The Trust shall not be liable for indemnification hereunder to the extent such Losses are attributable to the bad faith, gross negligence, or willful misconduct of Nationwide in performing its obligations under this Agreement.

The Adviser agrees to indemnify and hold harmless Nationwide and its officers, directors, employees, agents, affiliated persons, subsidiaries, and each person, if any, who controls Nationwide within the meaning of the 1940 Act (collectively, the “Nationwide Indemnified Parties” for purposes of this section), against any Losses to which the Nationwide Indemnified Parties may become subject to the extent such Losses result from (i) the Adviser’s bad faith, gross negligence, or willful misconduct in performing its obligations under this Agreement; (ii) any material breach by the Adviser of any provision of this Agreement or of any law, rule, or regulation applicable to its obligations under this Agreement; or (iii) any breach by the Adviser of a representation or warranty made by the Adviser in this Agreement. The Adviser shall not be liable for indemnification hereunder to the extent such Losses are attributable to the bad faith, gross negligence, or willful misconduct of Nationwide in performing its obligations under this Agreement.

Except for Losses that the Nationwide Indemnified Parties may become subject to under Section 11(b)(iv), each party agrees that the extent of its indemnification liability to the other hereunder will be for the full amount of all direct damages (including reasonable legal and other expenses), without limitation, but neither party shall be liable to the other for special, indirect, or consequential damages or lost profits or loss of business. For Losses that the Nationwide Indemnified Parties may become subject to under Section 11(b)(iv), the Company agrees that it shall be liable for the full amount of all direct damages (including reasonable legal and other expenses), indirect, special, and/or consequential damages, lost profits, and loss of business.

Promptly after receipt by an indemnitee under this section of notice of the commencement of a claim or action that may be covered hereunder), the indemnitee will notify the indemnitor in writing of the commencement thereof. The omission to so notify the indemnitor will not relieve it from any liability that it may have to any indemnitee under this section except that the failure of the indemnitee so to notify the indemnitor will relieve the indemnitor of its indemnity obligation with respect to that action to the extent that such omission results in the forfeiture of the indemnitor’s substantive rights or defenses. If any such action is brought against any indemnitee and it notifies the indemnitor of the commencement thereof as specified above, the indemnitor will be entitled to assume the defense thereof with counsel reasonably satisfactory to the indemnitee, and the defendant or defendants in such action entitled to indemnification hereunder will have the right to participate in the defense or preparation of the defense of any such action. In the event the indemnitor does elect to assume the defense of any such action, and to retain counsel as provided above, the indemnitees in such action will bear the fees and expenses of any additional counsel retained by any of them; but in case the indemnitor does not elect to assume the defense of any such action, the indemnitor will reimburse the indemnitee(s) named as defendant(s) in such action for: (i) the fees and expenses of counsel agreed upon by indemnitor and indemnitee; or (ii) for all reasonable fees and expenses of counsel retained by the indemnitee(s) in the event that the indemnitor is found liable under the terms of this Agreement or applicable law for the defense of such indemnitee(s). If the indemnitor assumes the defense of any such action, the indemnitor will not, without the prior written consent of the indemnitee(s), settle or compromise the liability of the indemnitee(s) in such action, or permit a default or consent to the entry of any judgment in respect thereof, unless in connection with such settlement, compromise, or default or consent, each indemnitee receives from the claimant a release from all liability in respect of such claim. The party seeking indemnification will not confess any claim or make any compromise in any case in which the other party may be required to indemnify except with the other party’s prior written consent.

The provisions of this Section 11 shall survive the termination of this Agreement.

Applicable Law

This Agreement will be construed and the provisions hereof interpreted under and in accordance with the laws of the State of Ohio.

This Agreement will be subject to the provisions of the Securities Act of 1933, as amended, the 1934 Act, and the 1940 Act, and the rules and regulations and rulings thereunder, including such exemptions from those statutes, rules, and regulations as the SEC may grant (including, but not limited to, the Mixed and Shared Funding Order, as defined in Section 6(a) of the Participation Agreement) and the terms hereof will be interpreted and construed in accordance therewith.

Termination

This Agreement may be terminated by either party for any reason upon sixty (60) days’ advance written notice delivered to the other party.

This Agreement may be terminated at the option of either party upon institution of formal proceedings against the other party by FINRA, the SEC, the insurance commission of any state, or any other regulatory body regarding such other party’s duties under this Agreement or related to the operation of a Variable Account, the administration of the Contracts, or the processing of Orders, or an expected or anticipated ruling, judgment or outcome which would, in the terminating party’s reasonable judgment, materially impair the other party’s ability to meet and perform its obligations and duties hereunder.

This Agreement may be terminated by the Company, the Trust or the Adviser if Nationwide breaches any obligation or representation under this Agreement in a material respect and such breach shall continue un-remedied for thirty (30) days after receipt by Nationwide of notice in writing from the Company of such breach.

This Agreement may be terminated by Nationwide if the Company, the Trust or the Adviser breaches any obligation or representation under this Agreement in a material respect and such breach shall continue un-remedied for thirty (30) days after receipt by the Company, the Trust or the Adviser, as applicable, of notice in writing from Nationwide of such breach.

Notwithstanding a termination of this Agreement pursuant to any of the foregoing provisions of this section, this Agreement shall remain in force and in effect for so long as Contract Owner allocations to any or all of the Variable Accounts remain invested in Trust Shares.

Notices

Entire Agreement

Assignment

Waiver

Force Majeure

Other Matters

The section headings contained herein are for reference purposes only and will not in any way affect the meaning or interpretation of this Agreement.

If any portion of this Agreement shall be held or made invalid by a court decision, statute, rule, or otherwise, the remainder of the Agreement shall not be affected thereby.

The rights, remedies, and obligations contained in this Agreement are cumulative and are in addition to any and all rights, remedies, and obligations, at law or in equity, which the parties to this Agreement are entitled to under state and federal laws.

Each of the parties acknowledges and agrees that this Agreement and the arrangements described in this Agreement are intended to be non-exclusive and that each of the parties is free to enter into similar agreements and arrangements with other entities.

Except to the extent required by applicable law, no party shall use any other party’s names, logos, trademarks, or service marks, whether registered or unregistered, without the prior consent of such party. Notwithstanding the foregoing, Nationwide may identify the Funds in a listing of funds available as underlying investment options.

Nothing in this Agreement shall be deemed to create a partnership or joint venture by and among the parties hereto.

This Agreement may not be amended or modified except by a written amendment, which includes any amendments to the exhibits, executed by all parties to the Agreement.

Except as expressly set forth herein, no provision of this Agreement is intended or shall be construed to provide or create any rights or benefits in any third party.

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Funds

On each Business Day, the Company shall accept, and effect changes in its records upon receipt of, purchase, redemption, exchanges, account transfers, and registration instructions from Nationwide electronically through Fund/SERV (“Instructions”) without supporting documentation from the Contract Owner. On each Business Day, the Company shall accept for processing any Instructions from Nationwide and shall process such Instructions in a timely manner.

The Company shall perform any and all duties, functions, procedures, and responsibilities assigned to it under this Agreement and as otherwise established by the NSCC. The Company shall conduct each of the foregoing activities in a competent manner and in compliance with (a) all applicable laws, rules, and regulations, including NSCC Fund/SERV-DCCS rules and procedures relating to Fund/SERV; (b) the then-current prospectus of a Fund; and (c) any provision relating to Fund/SERV in any other agreement of the Company that would affect its duties and obligations pursuant to this Agreement.

Confirmed trades and any other information provided by the Company to Nationwide through Fund/SERV and pursuant to this Agreement shall be accurate, complete, and in the format prescribed by the NSCC.

Instructions provided by Nationwide to the Company through Fund/SERV and pursuant to this Agreement shall be accurate, complete, and in the format prescribed by the NSCC. All Instructions by Nationwide regarding each Fund/SERV account shall be true and correct and will have been duly authorized by the Contract Owner.

For each Fund/SERV transaction, Nationwide shall provide the Funds and the Company with all information necessary or appropriate to establish and maintain each Fund/SERV transaction (and any subsequent changes to such information), which Nationwide hereby certifies is and shall remain true and correct. Nationwide shall maintain documents required by the Funds to effect Fund/SERV transactions. Nationwide certifies that all Instructions delivered to the Company on any Business Day shall have been received by Nationwide from the Contract Owner by the Market Close on such Business Day and that any Instructions received by it after the Market Close on any given Business Day will be transmitted to the Company on the next Business Day.

On each Business Day, Nationwide may receive Orders from the Contract Owner for the purchase or redemption of Shares based solely upon receipt of such Orders prior to the Market Close on that Business Day. Orders received in good order by Nationwide prior to the Market Close on any given Business Day (the “Trade Date”) and transmitted to the Company by no later than 9:30 a.m. ET the Business Day following the Trade Date (“Trade Date plus One” or “T+1”), will be executed at the net asset value per Share (“Share Price”) of each applicable Fund, determined as of the Market Close on the Trade Date.

As noted in Paragraph 1 above, by 9:30 a.m. ET on T+1 (“Instruction Cutoff Time”) and after Nationwide has processed all approved transactions, Nationwide will transmit to the Company via facsimile, telefax, or electronic transmission, or system-to-system, or by a method acceptable to Nationwide and the Company, a report (the “Instruction Report”) detailing the Orders that were received by Nationwide prior to the Funds’ daily determination of Share Price for each Fund (i.e., the Market Close) on Trade Date.

It is understood by the parties that all Instructions from the Contract Owner shall be received and processed by Nationwide in accordance with its standard transaction processing procedures. Nationwide or its designees shall maintain records sufficient to identify the date and time of receipt of all Contract Owner Orders involving the Funds and shall make or cause to be made such records available upon reasonable request for examination by the Funds or its designated representative or by appropriate governmental authorities. Under no circumstances shall Nationwide change, alter, or modify any Orders or other instructions received by it in good order.

Following the completion of the transmission of any Orders by Nationwide to the Company by the Instruction Cutoff Time, Nationwide will verify that the Orders were received by the Company.

In the event that Nationwide transmits an Order to the Company on any Business Day prior to the Instruction Cutoff Time and such Order is not received by the Company due to circumstances caused by the Company that prohibit the Company’s receipt of such Order, such Order shall nonetheless be treated by the Company as if it had been received by the Instruction Cutoff Time, provided that Nationwide retransmits such Order by facsimile transmission to the Company .

With respect to all Orders, the Company’s financial control representative will manually adjust a Fund’s records for the Trade Date to reflect any Orders sent by Nationwide.

As set forth below, upon the timely receipt from Nationwide of the Orders, the Company will execute the purchase or redemption transactions (as the case may be) at the Share Price for each Fund computed as of the Market Close on the Trade Date.

Except as otherwise provided herein, all purchase and redemption Orders will settle on T+1. Settlements will be through net Federal Funds Wire transfers to an account designated by the Company. In the case of Orders which constitute a net purchase order, settlement shall occur by Nationwide initiating a wire transfer on T+1 to the custodian for the Fund for receipt by the Funds’ custodian by no later than the close of regular business at the New York Federal Reserve Bank on T+1, causing the remittance of the requisite funds to the Company to cover such net purchase order.

Nationwide (and its Variable Accounts) shall be designated as record owner of each account and the Company shall provide Nationwide with all written confirmations required under federal and state securities laws.

On any Business Day when the Federal Reserve Wire Transfer System is closed, all communication and processing rules will be suspended for the settlement of Orders. Orders will be settled on the next Business Day on which the Federal Reserve Wire Transfer System is open. The original T+1 settlement date will not apply. Rather, for purposes of this Paragraph 3(c) only, the settlement date will be the date on which the Order settles.

Nationwide shall, upon receipt of any confirmation or statement concerning the accounts, verify the accuracy of the information contained therein against the information contained in Nationwide’s internal record-keeping system and shall promptly advise the Company in writing of any discrepancies between such information. The Company and Nationwide shall cooperate to resolve any such discrepancies as soon as reasonably practicable.