Amendment No. 3 to the Fund Participation Agreement



 Exhibit 10.25.1 
 AMENDMENT NO. 3 
 TO FUND AGREEMENT 

This Amendment No. 3 dated as of the 10th day of December, 2008, is to the Fund Agreement previously entered into on
October 1, 2002 (as amended) by and among Nationwide Financial Services, Inc. (including any affiliates and/or subsidiaries listed on Exhibit A), Nationwide Fund Advisors (formerly, Gartmore Mutual Fund Capital Trust) and Nationwide Fund
Distributors LLC (formerly, Gartmore Distribution Services, Inc.), which serve as investment adviser and distributor, respectively, to Nationwide Mutual Funds (formerly, Gartmore Mutual Funds) (the “Trust”) and the Trust’s various
series (the “Funds”). In this Agreement, Nationwide Fund Advisors, Nationwide Fund Distributors LLC and Nationwide Mutual Funds are collectively referred to as “Nationwide.” 
 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”); 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 Nationwide, mutually desire the inclusion of the Funds as investment options for the Contracts; and 
 WHEREAS, the primary purpose of this Amendment is to update Exhibit C; and 
 NOW, THEREFORE, NFS and Nationwide mutually agree as follows: 
  

	1.	 The following language is added as a new provision to the Agreement: 


 “DISCLOSURE 
 Each party may disclose that it has entered into this arrangement. Further, each party may disclose the annual fees payable to Nationwide under this Agreement as set forth in Service Fees section and
Exhibit C of this Agreement.” 
  

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	2.	 Effective December 31, 2008, all references to the Nationwide Advisory Services Wrap Program are hereby removed from the Agreement.



  

	3.	 The Notice section of the Agreement is updated with the following information for NFS: 


  

	 	 Nationwide Financial Services, Inc. 



	 	 One Nationwide Plaza, 2-02-18 



	 	 Columbus, Ohio 43215 



	 	 Attention: AVP – NF Investment Offerings 


  

	4.	 Exhibit C to the Fund Agreement (as previously amended) is amended to update the current list of funds and fee payments.



  

	5.	 All other terms and conditions within the Fund Participation Agreement remain the same. 


 REMAINDER OF THE PAGE INTENTIONALLY BLANK 
 SIGNATURES FOLLOW 
  

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 IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 3 to be executed as of the date
written above. 
  

			
	NATIONWIDE FINANCIAL SERVICES, INC.
	
	 /s/ Karen R. Colvin

	 By:
	 	 Karen R. Colvin

	 Title:
	 	 AVP – NF Investment Offerings

	
	NATIONWIDE FUND ADVISORS
	
	 /s/ Lee T. Cummings

	 By:
	 	 Lee T. Cummings

	 Title:
	 	 SVP

	
	NATIONWIDE MUTUAL FUNDS
	
	 /s/ Lee T. Cummings

	 By:
	 	 Lee T. Cummings

	 Title:
	 	 Asst. Secretary

	
	NATIONWIDE FUND DISTRIBUTORS LLC
	
	 /s/ Lee T. Cummings

	 By:
	 	 Lee T. Cummings

	 Title:
	 	 Principal


  

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 EXHIBIT C 
 TO FUND AGREEMENT 
 (amended as of December 10, 2008) 
  

									
	 	  	 Total Basis
 Points Per
 Annum (1), (2)
	  	 12b-1
 Fee
	  	 Admin
Service
 Fee
	  	 Revenue
 Sharing

	 Nationwide Bond Fund Class A1
	  	40	  	25	  	15	  	0
	 Nationwide Bond Fund Class C
	  	85	  	85	  	0	  	0
	 Nationwide Bond Fund Class D
	  	30	  	0	  	15	  	15
	 Nationwide Bond Fund Class R
	  	65	  	50	  	15	  	0
	 Nationwide Bond Fund Institutional Class
	  	0	  	0	  	0	  	0
	 Nationwide Bond Index Fund Class A1
	  	40	  	25	  	15	  	0
	 Nationwide Bond Index Fund Class C
	  	85	  	85	  	0	  	0
	 Nationwide Bond Index Fund Class R
	  	65	  	50	  	15	  	0
	 Nationwide Bond Index Fund Institutional Class
	  	0	  	0	  	0	  	0
	 Nationwide Enhanced Income Fund Class A1
	  	40	  	25	  	15	  	0
	 Nationwide Enhanced Income Fund Class R
	  	65	  	50	  	15	  	0
	 Nationwide Enhanced Income Fund Institutional Class
	  	0	  	0	  	0	  	0
	 Nationwide Enhanced Income Fund Institutional Service Class
	  	25	  	0	  	25	  	0
	 Nationwide Fund Class A1
	  	40	  	25	  	15	  	0
	 Nationwide Fund Class C
	  	100	  	100	  	0	  	0
	 Nationwide Fund Class D
	  	35	  	0	  	15	  	20
	 Nationwide Fund Class R
	  	65	  	50	  	15	  	0
	 Nationwide Fund Institutional Class
	  	0	  	0	  	0	  	0
	 Nationwide Fund Institutional Service Class
	  	35	  	0	  	25	  	10
	 Nationwide Government Bond Fund Class A1
	  	40	  	25	  	15	  	0
	 Nationwide Government Bond Fund Class C
	  	85	  	85	  	0	  	0
	 Nationwide Government Bond Fund Class D
	  	30	  	0	  	15	  	15
	 Nationwide Government Bond Fund Class R
	  	65	  	50	  	15	  	0
	 Nationwide Government Bond Fund Institutional Class
	  	0	  	0	  	0	  	0
	 Nationwide Growth Fund Class A1
	  	40	  	25	  	15	  	0
	 Nationwide Growth Fund Class C
	  	100	  	100	  	0	  	0
	 Nationwide Growth Fund Class D
	  	35	  	0	  	15	  	20
	 Nationwide Growth Fund Class R
	  	65	  	50	  	15	  	0
	 Nationwide Growth Fund Institutional Class
	  	0	  	0	  	0	  	0
	 Nationwide Growth Fund Institutional Service Class
	  	35	  	0	  	25	  	10
	 Nationwide International Index Fund Class A1
	  	40	  	25	  	15	  	0
	 Nationwide International Index Fund Class C
	  	100	  	100	  	0	  	0
	 Nationwide International Index Fund Class R
	  	65	  	50	  	15	  	0
	 Nationwide International Index Fund Institutional Class
	  	0	  	0	  	0	  	0
	 Nationwide International Value Fund Class A
	  	65	  	25	  	15	  	25
	 Nationwide International Value Fund Class C
	  	100	  	100	  	0	  	0
	 Nationwide International Value Fund Institutional Class
	  	25	  	0	  	0	  	25

  

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	 Nationwide International Value Fund Institutional Service Class
	  	40	  	0	  	25	  	15
	 Nationwide Investor Destinations Fund: Aggressive Class A1
	  	40	  	25	  	15	  	0
	 Nationwide Investor Destinations Fund: Aggressive Class C
	  	100	  	100	  	0	  	0
	 Nationwide Investor Destinations Fund: Aggressive Class R
	  	65	  	50	  	15	  	0
	 Nationwide Investor Destinations Fund: Aggressive Institutional Class
	  	0	  	0	  	0	  	0
	 Nationwide Investor Destinations Fund: Aggressive Service Class
	  	40	  	25	  	15	  	0
	 Nationwide Investor Destinations Fund: Conservative Class A1
	  	40	  	25	  	15	  	0
	 Nationwide Investor Destinations Fund: Conservative Class C
	  	100	  	100	  	0	  	0
	 Nationwide Investor Destinations Fund: Conservative Class R
	  	65	  	50	  	15	  	0
	 Nationwide Investor Destinations Fund: Conservative Institutional Class
	  	0	  	0	  	0	  	0
	 Nationwide Investor Destinations Fund: Conservative Service Class
	  	40	  	25	  	15	  	0
	 Nationwide Investor Destinations Fund: Moderate Class A1
	  	40	  	25	  	15	  	0
	 Nationwide Investor Destinations Fund: Moderate Class C
	  	100	  	100	  	0	  	0
	 Nationwide Investor Destinations Fund: Moderate Class R
	  	65	  	50	  	15	  	0
	 Nationwide Investor Destinations Fund: Moderate Institutional Class
	  	0	  	0	  	0	  	0
	 Nationwide Investor Destinations Fund: Moderate Service Class
	  	40	  	25	  	15	  	0
	 Nationwide Investor Destinations Fund: Moderately Aggressive Class A1
	  	40	  	25	  	15	  	0
	 Nationwide Investor Destinations Fund: Moderately Aggressive Class C
	  	100	  	100	  	0	  	0
	 Nationwide Investor Destinations Fund: Moderately Aggressive Class R
	  	65	  	50	  	15	  	0
	 Nationwide Investor Destinations Fund: Moderately Aggressive Institutional Class
	  	0	  	0	  	0	  	0
	 Nationwide Investor Destinations Fund: Moderately Aggressive Service Class
	  	40	  	25	  	15	  	0
	 Nationwide Investor Destinations Fund: Moderately Conservative Class A1
	  	40	  	25	  	15	  	0
	 Nationwide Investor Destinations Fund: Moderately Conservative Class C
	  	100	  	100	  	0	  	0
	 Nationwide Investor Destinations Fund: Moderately Conservative Class R
	  	65	  	50	  	15	  	0
	 Nationwide Investor Destinations Fund: Moderately Conservative Institutional Class
	  	0	  	0	  	0	  	0
	 Nationwide Investor Destinations Fund: Moderately Conservative Service Class
	  	40	  	25	  	15	  	0
	 Nationwide Large Cap Value Fund Class A1
	  	40	  	25	  	15	  	0
	 Nationwide Large Cap Value Fund Class C
	  	100	  	100	  	0	  	0
	 Nationwide Large Cap Value Fund Class R
	  	65	  	50	  	15	  	0
	 Nationwide Large Cap Value Fund Institutional Service Class
	  	35	  	0	  	25	  	10
	 Nationwide Micro Cap Equity Fund Class A
	  	40	  	25	  	15	  	0
	 Nationwide Micro Cap Equity Fund Class C
	  	100	  	100	  	0	  	0
	 Nationwide Micro Cap Equity Fund Class R
	  	65	  	50	  	15	  	0
	 Nationwide Micro Cap Equity Fund Institutional Class
	  	0	  	0	  	0	  	0
	 Nationwide Micro Cap Equity Fund Institutional Service Class
	  	35	  	0	  	25	  	10
	 Nationwide Mid Cap Growth Fund Class A1
	  	40	  	25	  	15	  	0
	 Nationwide Mid Cap Growth Fund Class C
	  	100	  	100	  	0	  	0
	 Nationwide Mid Cap Growth Fund Class R
	  	65	  	50	  	15	  	0

  

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	 Nationwide Mid Cap Growth Fund Institutional Class
	  	0	  	0	  	0	  	0
	 Nationwide Mid Cap Growth Fund Institutional Service Class
	  	35	  	0	  	25	  	10
	 Nationwide Mid Cap Market Index Fund Class A1
	  	40	  	25	  	15	  	0
	 Nationwide Mid Cap Market Index Fund Class C
	  	100	  	100	  	0	  	0
	 Nationwide Mid Cap Market Index Fund Class R
	  	65	  	50	  	15	  	0
	 Nationwide Mid Cap Market Index Fund Institutional Class
	  	0	  	0	  	0	  	0
	 Nationwide Money Market Fund Institutional Class
	  		  		  		  	
	 For Plans with an effective date prior to January 1, 2003
	  	38	  	0	  	0	  	38
	 For Plans with an effective date after to January 1, 2003
	  	42.5	  	0	  	0	  	42.5
	 Nationwide Money Market Fund Prime Class
	  	40	  	0	  	15	  	25
	 Nationwide Money Market Fund Service Class
	  	50	  	10	  	15	  	25
	 Nationwide S&P 500 Index Fund Class A1
	  	40	  	25	  	15	  	0
	 Nationwide S&P 500 Index Fund Class C
	  	100	  	100	  	0	  	0
	 Nationwide S&P 500 Index Fund Class R
	  	65	  	50	  	15	  	0
	 Nationwide S&P 500 Index Fund Institutional Class
	  	0	  	0	  	0	  	0
	 Nationwide S&P 500 Index Fund Institutional Service Class
	  	25	  	0	  	25	  	0
	 Nationwide S&P 500 Index Fund Service Class
	  	40	  	15	  	25	  	0
	 Nationwide S&P 500 Index Fund Service Class2
	  	50	  	15	  	25	  	10
	 Nationwide Short Duration Bond Fund Class A1
	  	40	  	25	  	15	  	0
	 Nationwide Short Duration Bond Fund Class C
	  	85	  	85	  	0	  	0
	 Nationwide Short Duration Bond Fund Institutional Class
	  	0	  	0	  	0	  	0
	 Nationwide Short Duration Bond Fund Service Class2
	  	40	  	25	  	15	  	0
	 Nationwide Small Cap Index Fund Class A1
	  	40	  	25	  	15	  	0
	 Nationwide Small Cap Index Fund Class C
	  	100	  	100	  	0	  	0
	 Nationwide Small Cap Index Fund Class R
	  	65	  	50	  	15	  	0
	 Nationwide Small Cap Index Fund Institutional Class
	  	0	  	0	  	0	  	0
	 Nationwide Target Destination 2010 Fund Class A
	  	50	  	25	  	25	  	0
	 Nationwide Target Destination 2010 Fund Class C
	  	100	  	100	  	0	  	0
	 Nationwide Target Destination 2010 Fund Class R1
	  	90	  	65	  	25	  	0
	 Nationwide Target Destination 2010 Fund Class R2
	  	75	  	50	  	25	  	0
	 Nationwide Target Destination 2010 Fund Institutional Class
	  	0	  	0	  	0	  	0
	 Nationwide Target Destination 2010 Fund Institutional Service Class
	  	25	  	0	  	25	  	0
	 Nationwide Target Destination 2015 Fund Class A
	  	50	  	25	  	25	  	0
	 Nationwide Target Destination 2015 Fund Class C
	  	100	  	100	  	0	  	0
	 Nationwide Target Destination 2015 Fund Class R1
	  	90	  	65	  	25	  	0
	 Nationwide Target Destination 2015 Fund Class R2
	  	75	  	50	  	25	  	0
	 Nationwide Target Destination 2015 Fund Institutional Class
	  	0	  	0	  	0	  	0
	 Nationwide Target Destination 2015 Fund Institutional Service Class
	  	25	  	0	  	25	  	0
	 Nationwide Target Destination 2020 Fund Class A
	  	50	  	25	  	25	  	0
	 Nationwide Target Destination 2020 Fund Class C
	  	100	  	100	  	0	  	0
	 Nationwide Target Destination 2020 Fund Class R1
	  	90	  	65	  	25	  	0
	 Nationwide Target Destination 2020 Fund Class R2
	  	75	  	50	  	25	  	0
	 Nationwide Target Destination 2020 Fund Institutional Class
	  	0	  	0	  	0	  	0
	 Nationwide Target Destination 2020 Fund Institutional Service Class
	  	25	  	0	  	25	  	0
	 Nationwide Target Destination 2025 Fund Class A
	  	50	  	25	  	25	  	0
	 Nationwide Target Destination 2025 Fund Class C
	  	100	  	100	  	0	  	0

  

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	 Nationwide Target Destination 2025 Fund Class R1
	  	90	  	65	  	25	  	0
	 Nationwide Target Destination 2025 Fund Class R2
	  	75	  	50	  	25	  	0
	 Nationwide Target Destination 2025 Fund Institutional Class
	  	0	  	0	  	0	  	0
	 Nationwide Target Destination 2025 Fund Institutional Service Class
	  	25	  	0	  	25	  	0
	 Nationwide Target Destination 2030 Fund Class A
	  	50	  	25	  	25	  	0
	 Nationwide Target Destination 2030 Fund Class C
	  	100	  	100	  	0	  	0
	 Nationwide Target Destination 2030 Fund Class R1
	  	90	  	65	  	25	  	0
	 Nationwide Target Destination 2030 Fund Class R2
	  	75	  	50	  	25	  	0
	 Nationwide Target Destination 2030 Fund Institutional Class
	  	0	  	0	  	0	  	0
	 Nationwide Target Destination 2030 Fund Institutional Service Class
	  	25	  	0	  	25	  	0
	 Nationwide Target Destination 2035 Fund Class A
	  	50	  	25	  	25	  	0
	 Nationwide Target Destination 2035 Fund Class C
	  	100	  	100	  	0	  	0
	 Nationwide Target Destination 2035 Fund Class R1
	  	90	  	65	  	25	  	0
	 Nationwide Target Destination 2035 Fund Class R2
	  	75	  	50	  	25	  	0
	 Nationwide Target Destination 2035 Fund Institutional Class
	  	0	  	0	  	0	  	0
	 Nationwide Target Destination 2035 Fund Institutional Service Class
	  	25	  	0	  	25	  	0
	 Nationwide Target Destination 2040 Fund Class A
	  	50	  	25	  	25	  	0
	 Nationwide Target Destination 2040 Fund Class C
	  	100	  	100	  	0	  	0
	 Nationwide Target Destination 2040 Fund Class R1
	  	90	  	65	  	25	  	0
	 Nationwide Target Destination 2040 Fund Class R2
	  	75	  	50	  	25	  	0
	 Nationwide Target Destination 2040 Fund Institutional Class
	  	0	  	0	  	0	  	0
	 Nationwide Target Destination 2040 Fund Institutional Service Class
	  	25	  	0	  	25	  	0
	 Nationwide Target Destination 2045 Fund Class A
	  	50	  	25	  	25	  	0
	 Nationwide Target Destination 2045 Fund Class C
	  	100	  	100	  	0	  	0
	 Nationwide Target Destination 2045 Fund Class R1
	  	90	  	65	  	25	  	0
	 Nationwide Target Destination 2045 Fund Class R2
	  	75	  	50	  	25	  	0
	 Nationwide Target Destination 2045 Fund Institutional Class
	  	0	  	0	  	0	  	0
	 Nationwide Target Destination 2045 Fund Institutional Service Class
	  	25	  	0	  	25	  	0
	 Nationwide Target Destination 2050 Fund Class A
	  	50	  	25	  	25	  	0
	 Nationwide Target Destination 2050 Fund Class C
	  	100	  	100	  	0	  	0
	 Nationwide Target Destination 2050 Fund Class R1
	  	90	  	65	  	25	  	0
	 Nationwide Target Destination 2050 Fund Class R2
	  	75	  	50	  	25	  	0
	 Nationwide Target Destination 2050 Fund Institutional Class
	  	0	  	0	  	0	  	0
	 Nationwide Target Destination 2050 Fund Institutional Service Class
	  	25	  	0	  	25	  	0
	 Nationwide Target Destination Retirement Income Fund Class A
	  	50	  	25	  	25	  	0
	 Nationwide Target Destination Retirement Income Fund Class C
	  	100	  	100	  	0	  	0
	 Nationwide Target Destination Retirement Income Fund Class R1
	  	90	  	65	  	25	  	0
	 Nationwide Target Destination Retirement Income Fund Class R2
	  	75	  	50	  	25	  	0
	 Nationwide Target Destination Retirement Income Fund Institutional Class
	  	0	  	0	  	0	  	0
	 Nationwide Target Destination Retirement Income Fund Institutional Service Class
	  	25	  	0	  	25	  	0
	 Nationwide U.S. Small Cap Value Fund Class A
	  	65	  	25	  	15	  	25
	 Nationwide U.S. Small Cap Value Fund Class C
	  	100	  	100	  	0	  	0

  

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	 Nationwide U.S. Small Cap Value Fund Institutional Class
	  	25	  	0	  	0	  	25
	 Nationwide U.S. Small Cap Value Fund Institutional Service Class
	  	40	  	0	  	25	  	15
	 Nationwide Value Fund Class A1
	  	40	  	25	  	15	  	0
	 Nationwide Value Fund Class C
	  	100	  	100	  	0	  	0
	 Nationwide Value Fund Class R
	  	65	  	50	  	15	  	0
	 Nationwide Value Fund Institutional Class
	  	0	  	0	  	0	  	0
	 Nationwide Value Opportunities Fund Class A1
	  	40	  	25	  	15	  	0
	 Nationwide Value Opportunities Fund Class C
	  	100	  	100	  	0	  	0
	 Nationwide Value Opportunities Fund Class R
	  	65	  	50	  	15	  	0
	 Nationwide Value Opportunities Fund Institutional Class
	  	0	  	0	  	0	  	0
	 Nationwide Value Opportunities Fund Institutional Service Class
	  	35	  	0	  	25	  	10
	 Northpointe Small Cap Growth Fund Class A1
	  	40	  	25	  	15	  	0
	 Northpointe Small Cap Growth Fund Class C
	  	100	  	100	  	0	  	0
	 Northpointe Small Cap Growth Fund Class R
	  	65	  	50	  	15	  	0
	 Northpointe Small Cap Growth Fund Institutional Class
	  	0	  	0	  	0	  	0
	 Northpointe Small Cap Growth Fund Institutional Service Class
	  	35	  	0	  	25	  	10
	 Northpointe Small Cap Value Fund Institutional Class
	  	0	  	0	  	0	  	0
					
	 Nationwide Trust Company Program – One Time Set-Up Fee for funds added to the program beginning on October,
2002
	  	$1,500	  		  		  	

  

	(1)	 Effective December 1, 2006, the rate for Class A Shares is 50 bps for assets in new Pensions Plans. This additional 10 bps is derived from
revenue sharing. 



	(2)	 Effective December 1, 2006, the rate for Service Shares is 50 bps for assets in new Pensions plans. This additional 10 bps is derived from
revenue sharing. 


  

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