Amendment No. 1 to Fund Agreement between NFS, GMFCT, GMF, GMCMI & GDSI



 EXHIBIT 10.39.1 
 AMENDMENT NO. 1 
 TO 
 FUND AGREEMENT 
 This Amendment, dated August 1, 2005, is to the
Fund Agreement previously entered into on October 1, 2002 by and among Nationwide Financial Services, Inc. (including any affiliates and/or subsidiaries listed on Exhibit A), Gartmore Mutual Fund Capital Trust, which serves as adviser, Gartmore
Morley Capital Management, Inc., which services as adviser, Gartmore Distribution Services, Inc., which services as distributor to Gartmore Mutual Funds (the “Trust”) and the Trust’s various series (the “Funds”). 

WHEREAS, Nationwide Financial Services, Inc. (“NFS”) or a subsidiary or affiliate thereof (collectively referred to as
“NFS Affiliate/Subsidiary”) provides administrative and/or recordkeeping services to variable contracts, which may include, but are not limited to, variable annuity contracts, variable life insurance policies and various retirement plans
which meet the definition of retirement plans under Sections 401, 403 and 457 of the Internal Revenue Code (the “Code”) (collectively, “Contracts”); and 
 WHEREAS, NFS Affiliate/Subsidiary may issue variable annuity contracts and variable life insurance policies through separate accounts (“Variable Accounts”) as listed on Exhibit A; and

 WHEREAS, the Contracts allow for the allocation of net amounts received by NFS to sub-accounts which correspond to each
Fund for investment in shares of the Funds; and 
 WHEREAS, selection of a particular sub-account is made by the contract
owner or by participants in various types of retirement plans and such contract owners and such contract owners and/or participants may reallocate their investment options among the sub-accounts in accordance with the terms of the Contracts; and

 WHEREAS, NFS and Gartmore, mutually desire the inclusion of the Funds as investment options for the Contracts; and

 NOW THEREFORE, NFS AND GARTMORE mutually revise and restate Exhibit A (“Variable Accounts”) to the Fund
Agreement with the current listing of Variable Accounts, and revise and restate the list of Funds on Exhibit C to the Fund Agreement (Service Fees rate) attached hereto. All other terms and conditions within the Agreement remain the same.

 IN WITNESS WHEREOF, the parties have agreed to and executed this Amendment as of the date first written above. 

SIGNATURES FOLLOW 








	
	 NATIONWIDE FINANCIAL SERVICES, INC.

	
	 /s/ Karen R. Colvin

	 Print Name: Karen R. Colvin

	 Title: Officer

	
	 GARTMORE MUTUAL FUND CAPITAL TRUST

	
	 /s/ Gerald J. Holland

	 Print Name: Gerald J. Holland

	 Title: Treasurer & CFO

	
	 GARTMORE MUTUAL FUNDS

	
	 /s/ Gerald J. Holland

	 Print Name: Gerald J. Holland

	 Title: Treasurer & CFO

	
	 GARTMORE DISTRIBUTIONS SERVICES, INC.

	
	 /s/ Gerald J. Holland

	 Print Name: Gerald J. Holland

	 Title: Treasurer & CFO

	
	 GARTMORE MORLEY CAPITAL MANAGEMENT, INC.

	
	 /s/ Jill R. Cuniff

	 Print Name: Jill R. Cuniff

	 Title: Managing Director, Chief Investment Officer









 EXHIBIT A 
 TO 
 AMENDMENT NO. 1 DATED AUGUST 1, 2005 
 TO THE FUND AGREEMENT 
 BY AND AMONG

 NATIONWIDE FINANCIAL SERVICES, INC., GARTMORE MUTUAL FUND CAPITAL 
 TRUST, GARTMORE MUTUAL FUNDS, GARTMORE DISTRIBUTION SERVICES, INC. AND 
 GARTMORE MORLEY CAPITAL MANAGEMENT, INC. 
 This Exhibit corresponds to the Fund Agreement dated October 1, 2002.

 Registered Broker Dealers 
 Nationwide Investment Services Corporation 
 Affiliates and Subsidiaries 
 Nationwide Life Insurance Company 
 Nationwide
Life and Annuity Insurance Company 
 Nationwide Trust Company, FSB 
 Nationwide Retirement Solutions, Inc. 
 Nationwide Retirement Solutions of Alabama, Inc.

 Nationwide Retirement Solutions of Arizona, Inc. 
 Nationwide Retirement Solutions of Arkansas, Inc. 
 Nationwide Retirement Solutions of Montana, Inc.

 Nationwide Retirement Solutions of Nevada, Inc. 
 Nationwide Retirement Solutions of New Mexico, Inc. 
 Nationwide Retirement Solutions of Ohio, Inc.

 Nationwide Retirement Solutions of Oklahoma, Inc. 
 Nationwide Retirement Solutions of South Dakota, Inc. 
 Nationwide Retirement Solutions of Texas, Inc.

 Nationwide Retirement Solutions of Wyoming, Inc. 
 National Deferred Compensation, Inc. 
 Nationwide Life Insurance Company of America 
 Nationwide Life and Annuity Company of America 
 Variable Accounts 
 Nationwide Private Placement Variable Account 
 Nationwide Provident VA Separate Account 1 
 Nationwide Provident VA Separate Account A

 Nationwide Provident VLI Separate Account 1 
 Nationwide Provident VLI Separate Account A 
 Nationwide Variable Account 
 Nationwide Variable Account - II 
 Nationwide
Variable Account - 3 
 Nationwide Variable Account - 4 
 Nationwide Variable Account - 5 
 Nationwide Variable Account - 6 
 Nationwide Variable Account - 7 
 Nationwide
Variable Account - 8 
 Nationwide Variable Account - 9 







 Nationwide Variable Account - 10 
 Nationwide Variable Account - 11 
 Nationwide Variable Account – 12 
 Nationwide Variable Account – 13 
 Nationwide Variable Account – 14 
 Nationwide Variable Account – 15 
 Nationwide Variable Account – 16 
 Multi-Flex Variable Account 
 Nationwide VA Separate Account – A 
 Nationwide VA Separate Account – B 
 Nationwide VA Separate Account – C 
 Nationwide VA Separate Account – D 
 Nationwide VLI Separate Account 
 Nationwide VLI Separate Account – 2 
 Nationwide VLI Separate Account – 3 
 Nationwide VLI Separate Account – 4

 Nationwide VL Separate Account 
 Nationwide VL Separate Account – A 
 Nationwide VL Separate Account – B 
 Nationwide VL Separate Account – C 
 Nationwide VL Separate Account – D 
 Nationwide VL Separate Account – E 
 Nationwide DC Variable Account 
 Nationwide DC
Variable Account – II 
 NACo Variable Account 
 Nationwide Governmental Plans Variable Account 
 Nationwide Governmental Plans Variable Account – II

 Nationwide Qualified Plans Variable Account 
 Nationwide Private Placement Variable Account 
 Nationwide Private Placement Variable Account – II

 Ohio DC Variable Account 







 EXHIBIT C 
 TO 
 AMENDMENT NO. 1 DATED AUGUST 1, 2005 
 TO THE FUND AGREEMENT 
 BY AND AMONG

 NATIONWIDE FINANCIAL SERVICES, INC., GARTMORE MUTUAL FUND CAPITAL 
 TRUST, GARTMORE MUTUAL FUNDS, GARTMORE DISTRIBUTION SERVICES, INC. AND 
 GARTMORE MORLEY CAPITAL MANAGEMENT, INC. 
 This Exhibit corresponds to the Fund Agreement dated October 1 , 2002.

  

			
	 Funds 

	  	Basis Points per Annum


	 A Shares
	  	40 bps
	 C Shares Equity
	  	100 bps
	 C Shares Fixed Income
	  	85 bps
	 D Shares Equity
	  	35 bps
	 D Shares Fixed Income
	  	30 bps
	 Money Market Prime Shares
	  	25 bps
	 Service Shares all funds, except Money Market
	  	40 bps
	 Service Shares Money Market
	  	35 bps
	 Institutional Service Shares Equity (excluding Nationwide Savings Plan accts)
	  	35 bps
	 Institutional Service Shares Fixed Income and Index (excluding Nationwide Savings Plan accts)
	  	25 bps
	 Institutional Service Shares – Nationwide Savings Plan
	  	10 bps
	 Institutional Shares
	  	0 bps
	 Institutional Shares – Money Market in the Pensions Channel
	  	 
	 For Plans with an Effective date prior to January 1, 2003
	  	23 bps
	 For Plans with an Effective date after January 1, 2003
	  	27.5 bps
	 Nationwide Trust Company Program – One Time Set-Up Fee for funds added to the program beginning on October,
2002
	  	$1,500
	 Nationwide Advisory Services (Wrap) Program – One Time Set-Up Fee for Funds
	  	$1,500
	 Nationwide Advisory Services (Wrap) Program – Annual Maintenance Fee
	  	$1,000

  

	 •
	 	 A Shares of the following funds offered through the deferred compensation channel (IRC §§ 401 and 457 plans) to new entities, retirement plans, or plan
sponsors, as applicable, are subject to the schedule below. Gartmore reserves the right to prospectively withdraw the schedule below at any time, provided however, that entities, plans or plan sponsors that have been offered or accepted revenue
under the schedule below will not be affected. In the event, Gartmore exercises its right to revoke the schedule below, after such revocation, A Shares will be subject to the schedule above. 


  

			
	 Funds

	  	Basis Points per Annum


	 Gartmore Nationwide Fund (fka, Gartmore Total Return Fund)
	  	50 bps
	 Gartmore Mid Cap Growth Leaders Fund (fka Gartmore Millenium Growth Fund)
	  	50 bps
	 Gartmore Large Cap Value Fund (fka Nationwide Large Cap Value Fund)
	  	50 bps
	 Gartmore Value Opportunities Fund
	  	50 bps
	 Gartmore International Growth Fund
	  	50 bps
	 Gartmore Emerging Markets Fund
	  	50 bps
	 Gartmore Government Bond Fund
	  	50 bps