This brochure provides information about the business practices of NIA. NIA is an investment adviser registered under the Investment Advisers Act of 1940, as amended (“Advisers Act”). NIA’s advisory representatives are registered as investment adviser representatives in accordance with the requirements of the state in which they operate. NIA was formed in May of 2006 as a limited liability company. NIA is wholly owned by Nationwide Life Insurance Company (“NLIC”), which is wholly owned by Nationwide Financial Services, Inc. (“Nationwide Financial”). Nationwide Financial, in turn, is wholly owned by Nationwide Corporation, an intermediate holding company for entities affiliated with Nationwide Mutual Insurance Company. NIA is an indirect subsidiary of Nationwide Financial. None of these Nationwide entities is publicly held. NIA’s advisory services are provided through portfolio management, asset allocation models, and managed accounts for the programs described below. ERISA In conjunction with offering investment advice for certain retirement plans subject to the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), NIA acts as an “investment manager” within the meaning of Section 3(38) of ERISA and as that term is used under the Internal Revenue Code of 1986, as amended (“Code”). NIA is a fiduciary within the meaning of Section 3(21) of ERISA and Section 4975(e)(3) of the Code.
Investment Advisory Services NIA provides discretionary and nondiscretionary investment advisory services to retirement plan sponsors and retirement plan participants in both the public/governmental sector (i.e., 457(b) and 403(b)) plans) and the ERISA private sector retirement plans (i.e., ERISA 401(k), profit sharing plans). In addition, one legacy service supports tax-qualified defined benefit pension plans. NIA's investment advisory services are provided through four distinct services: ProAccount, My Investment Planner (MIP), Smart Alliance, and the Advice Program (each a “Service” and collectively “Services”). The first two Services are offered to plan participants and the other two Services are offered to plan sponsors. All four Services are described in more detail below. The following table illustrates the basic characteristics of each Service and the types of clients to whom it is available. Service Discretionary Nondiscretionary Plan Sponsor Plan Participant ProAccount X X MIP X X Smart Alliance X X Advice Program X X Services Available to Plan Participants Pro Account NIA offers a discretionary managed account service called Nationwide ProAccount (“ProAccount”) that provides professional management of assets to participants in participant-directed or plan sponsor-directed retirement plans. ProAccount offers individualized participant level investment advice using a process designed to address the individual’s investment objectives and risk tolerance. NIA offers ProAccount to plan sponsors/trustees for the benefit of participants in retirement plans using custody services of affiliated (i.e., NLIC and Nationwide Trust Company, FSB) and non-affiliated custodians (collectively, the “Nationwide Retirement Program”). An investment advisory affiliate of NIA, Nationwide Securities, LLC (“NSLLC”), offers ProAccount to NSLLC clients whose individual retirement accounts are custodied at Nationwide Trust Company, FSB (“NTC”). Neither NTC or NSLLC directly or indirectly exercise control over these assets. Electing ProAccount Plan sponsors can elect to make ProAccount available to plan participant. The plan sponsor must approve NIA as an authorized provider of investment advice to the plan in accordance with the plan’s investment policy statement (“IPS”) and applicable plan documents. A plan participant seeking to enroll in ProAccount (each a “ProAccount Client” and collectively “ProAccount Clients”) will enter into an individual investment advisory agreement with NIA and complete a financial risk-tolerance questionnaire to help identify his or her individual risk tolerance, investment preferences and investment time horizon, as well as to indicate any reasonable restrictions the ProAccount Client may wish to place on the management of his or her retirement plan account assets. This information is used to create a ProAccount Client risk profile, ranging from conservative to aggressive.
After NIA has accepted the ProAccount Client’s enrollment, NIA will place his or her account assets in an investment portfolio matching the risk profile, investment preferences and time horizon of the individual ProAccount Client. Due to similarities in risk profiles and time horizons, an investment portfolio solution may be appropriate for more than one ProAccount Client. NIA will periodically reallocate and rebalance the ProAccount Client’s assets in accordance with advice provided by the IFE (see Independent Financial Expert (IFE) below) based on changes in the ProAccount Client’s profile or current market conditions. NIA’s investment discretion over ProAccount Clients’ assets is limited to implementing the IFE’s investment advice, which NIA does not have authority to modify. ProAccount Clients are encouraged to update their risk profiles whenever their financial situation, risk tolerance or time horizons change. Updates can be submitted by completing a new risk tolerance questionnaire or providing additional information using online tools provided by NIA and its affiliates. Where permitted by state law and as permitted under the documents establishing the plan, plan sponsors of retirement plans administered by Nationwide may elect to have plan participants automatically enrolled into ProAccount. Through directed enrollment, plan participants receive written notice of the directed enrollment process from the plan sponsor and are provided a reasonable opportunity, as determined by the plan sponsor, to opt out of the service. Subject to their ability to opt out of the ProAccount ongoing service, participants are automatically enrolled into ProAccount at the plan sponsor’s direction and their assets are managed in accordance with an investment portfolio that corresponds to their age and assumes a moderate risk profile unless otherwise directed by the plan sponsor or plan participant. As explained above, participants will also be given the opportunity to affirmatively elect ProAccount by entering into an investment advisory agreement with NIA and completing a ProAccount risk tolerance questionnaire, which allows for a more individualized risk tolerance analysis and may result in the selection of a more customized portfolio. In certain cases, where plan sponsors direct plan assets, they may elect ProAccount in connection with the management of employer-directed participant account assets. This is referred to as a Default Investment Alternative (“DIAs”) or Qualified Default Investment Alternatives (“QDIAs”). In these cases, the plan sponsor enters into an investment advisory agreement with NIA and directs NIA to enroll participants in portfolios corresponding to age and risk tolerance parameters specified by the plan sponsor. NIA does not contact participants of these plans or otherwise assist the plan sponsor in identifying an appropriate investment portfolio for participants. NIA will allocate and rebalance participant account assets in accordance with the portfolio selected by the plan sponsor. Investment Limitations In its development of portfolios for ProAccount clients, the IFE (see Independent Financial Expert (IFE) below) does not consider whether the ProAccount Client has assets invested in certain investment alternatives, which may otherwise be available through their account (e.g., self-directed brokerage accounts, individual stocks, employer stock, and certain NLIC group fixed annuity contracts). The IFE may add to the list of eligible investments. The IFE may also use the fixed annuity contracts issued by NLIC when developing portfolios, if available. In addition, consistent with the Department of Labor’s guidance on the requirements of Qualified Default Investment Alternatives under the Pension Protection Act of 2006, mutual fund investment options that charge redemption fees to participants in retirement plans subject to ERISA are not eligible for consideration by the IFE. Since ProAccount is designed to be a comprehensive investment option, ProAccount Clients must allocate their entire available account balance (i.e., all unrestricted assets eligible for investment) to ProAccount. Once enrolled in ProAccount, NIA implements the IFE’s portfolio allocation instructions. While enrolled in ProAccount, ProAccount Clients are not permitted to make investment allocation changes to their account assets that are managed through ProAccount, including fund-to-fund transfers, changes to fund allocation, or utilization of automatic rebalancing. NIA will have no responsibility or liability for investment allocation changes ProAccount Clients make to account assets managed through ProAccount in violation of this restriction. ProAccount Clients retain full inquiry access to their accounts and may still request and be approved for loans (as applicable) and take applicable distributions. NIA does not have authority to initiate or modify any distribution instructions from ProAccount Client’s accounts. NIA does not have any duty, responsibility or liability for assets that are not part of the ProAccount Client’s retirement plan account or employee benefit plan account being managed through

ProAccount. Upon termination of the ProAccount agreement by either party, the account holder’s assets will remain invested in the ProAccount investments last allocated by NIA until the account holder makes changes to those allocations. Independent Financial Expert (IFE) NIA has hired Wilshire Advisors LLC (“Wilshire”) as an Independent Financial Expert (“IFE”) for ProAccount. Wilshire, a global independent investment consulting and services firm, provides consulting services, analytics solutions, and customized investment products to plan sponsors, investment managers and financial intermediaries. Wilshire has extensive manager research and selection capabilities with experienced analysts, who conduct approximately 1,500 meetings each year to evaluate managers and management firms on quantitative and qualitative factors. Wilshire has over 45 years of experience developing capital market assumptions, evaluating risk and liability profiles and constructing diversified portfolios to meet the specific needs of its clients. Using this experience, Wilshire’s multi-discipline portfolios combine strategic asset allocation policy with the diversification of multiple investment managers. NIA employs an IFE for ProAccount to assure that investment advice provided to ProAccount Clients remains objective and unbiased to the extent that advice could impact products and services offered by NIA or its affiliates, or investment option service fee payments may be received by NIA affiliates. In addition, with respect to retirement plans subject to ERISA, use of an IFE is intended to avoid potential ERISA prohibited transactions. As IFE for ProAccount, Wilshire develops and maintains model investment portfolios. The IFE considers all eligible investment options available when creating its model ProAccount portfolios. In its evaluation of these investment options, the IFE takes into account the range of asset fees associated with each investment option but does not consider the specific asset fees charged to each ProAccount Client account by providers of other products and services. The list of eligible investments is subject to change over time and is based on the IFE’s evaluation of a variety of factors including, but not limited to, client demand, suitability, and technology requirements. The IFE has sole control and discretion over the development and ongoing maintenance of the ProAccount model portfolios, including periodic rebalancing and changes to asset allocation and fund selection. The IFE’s investment process is designed to take into account the evolving investment needs of ProAccount Clients over time, as well as varying tolerances for risk. Each ProAccount portfolio will undergo a progression of asset allocation changes over the course of a ProAccount client’s time horizon and in accordance with his or her risk profile and investment preferences as identified by information obtained from the ProAccount client or by his or her plan sponsor. The IFE assesses the ProAccount portfolios at least quarterly to determine if reallocation or rebalancing is needed. More frequent reallocation or rebalancing may occur as determined by the IFE. NIA is responsible for the selection and ongoing monitoring of the IFE and implementing allocation changes in ProAccount Clients’ accounts. In certain circumstances, NIA may terminate the IFE and engage the services of a suitable replacement IFE for ProAccount without prior notice to affected plan sponsors or ProAccount Clients. The IFE provides its services directly to NIA and does not have a contractual relationship with any retirement plan’s plan sponsor that authorizes ProAccount or any ProAccount Client. NIA is responsible for paying all fees and expenses charged by the IFE for its services. MIP NIA provides non-discretionary investment advice to retirement plan participants ("Client(s)") in certain retirement plans. This service is referred to as My Investment Planner, or MIP. In addition to information about the plan’s investment policies and goals, NIA collects Client information, including financial risk-tolerance information, which forms the basis for criteria used to suggest a model portfolio. The completed questionnaire allows for the identification of the appropriate risk-based portfolio, ranging from conservative to aggressive. This non-discretionary portfolio advice is provided to the Client. The Client is solely responsible for implementing the recommended portfolio allocations. NIA does not have discretionary authority over the Client’s account and is not responsible for buying or selling any securities for the Client’s account. NIA has hired Wilshire as the IFE for MIP. Services Available to Plan Sponsors Smart Alliance NIA offers nondiscretionary investment advice called Smart Alliance to sponsors of non-ERISA governmental retirement or deferred compensation plans that offer participants a diverse set of investment options (“Line Up”). The Line Up may include both proprietary and nonproprietary mutual funds, collective investment trusts, stable value portfolios, lifetime income solutions and other investment options. NIA provides recommendations with respect to the Line Up based on the investments that are eligible for adoption by a Smart Alliance client as identified by the IFE for Smart Alliance (see below) in accordance with the plan’s investment policy statement, which may change from time-to-time, or such other information needed by the IFE. NIA’s recommendations to Smart Alliance clients for their Line Ups are limited to implementing the IFE’s investment advice, which NIA does not have authority to modify. The plan sponsor authorizes NIA to provide recommendations and to monitor and evaluate from time to time the composition of the Line Up. It is the sole responsibility of the plan sponsor to decide whether to follow any such recommendation. If the plan sponsor chooses not to follow NIA’s recommendation, or if the plan sponsor follows it initially and later changes it without subsequent recommendation by NIA to do so, NIA will have no responsibility or liability for the results. NIA has hired Creative Planning, LLC, as the IFE for Smart Alliance. Creative Planning provides investment fiduciary and retirement solutions to a wide range of defined contribution and defined benefit plans. NIA employs an IFE to assure that investment advice provided to clients enrolled in the Smart Alliance service remains objective and unbiased to the extent that advice could impact products and services offered by NIA’s affiliates or service fee payments received by NIA affiliates. As IFE to Smart Alliance, Creative Planning will evaluate and monitor a set of investment options and identify those investments that are eligible for adoption by a Smart Alliance client and those investments that are not eligible for adoption. In its evaluation of these investment options, the IFE takes into account multiple criteria, such as performance and the range of asset fees associated with each investment option. NIA does not have the ability to influence or control the IFE’s investment recommendations. It is the plan sponsor’s sole responsibility to adopt or reject the recommendations it receives through Smart Alliance. NIA is responsible for the selection and ongoing monitoring of the IFE. In certain circumstances, NIA may terminate the IFE and engage the services of a suitable replacement IFE for Smart Alliance without prior notice to affected Smart Alliance clients. The IFE provides its services directly to NIA and does not have a contractual relationship with any Smart Alliance client. NIA is responsible for paying all fees and expenses charged by the IFE for its services.
I.Advice Program NIA offers a discretionary investment advisory service (“Advice Program”) to plan sponsors of defined benefit plans and certain other trustee-directed retirement plans that use a retirement program offered by an affiliated company, Nationwide Trust Company, FSB. Under the Advice Program, plan sponsors appoint NIA to allocate and reallocate the plan assets in accordance with an investment strategy designed to meet the plan’s investment objectives, selections and preferences. Prior to establishing an advisory account, the plan sponsor must complete a Program Questionnaire designed to assist the plan sponsor in its selection of an investment portfolio (“Portfolio”). The plan sponsor is solely responsible for approving the Portfolio identified or, if it chooses, selecting a different Portfolio created by the Portfolio Strategist (see below). Following the plan sponsor’s completion of the Program Questionnaire and selection of a Portfolio, NIA will establish the plan’s advisory account under the Program, which NIA will manage in accordance with the Portfolio selected by the plan sponsor. NIA has hired Wilshire to act as Portfolio Strategist. In general, the role of Portfolio Strategist is similar to that of the IFE. Total Client Assets under Management The amounts below include the assets for all NIA advisory programs as of December 31,2023. Amount of ProAccount Client assets under NIA discretionary management: $14,333,000,000.
Amount of Client assets under NIA Investment Fiduciary Services: N/A.
Amount of Client assets under NIA non-discretionary management: N/A. oImplementation of the investment advice provided under this program is left solely up to the participants. NIA does not track the extent to which the advice was acted upon and therefore reports no assets under management.