CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN REDACTED BECAUSE IT IS BOTH NOT MATERIAL AND WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. FUND AGREEMENT

CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN REDACTED BECAUSE IT IS BOTH NOT MATERIAL AND WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED.

FUND AGREEMENT

This Agreement dated as of the 1^ST day of July, 2003 is made by and among Nationwide Financial Services, Inc., on behalf of its subsidiaries listed on Exhibit A (collectively “Nationwide”), and the current and any future Nationwide separate accounts (“Variable Accounts”) and the Nationwide trust accounts (“Trust Accounts”), and Xxxxx Fargo Funds Management, LLC (“Adviser”), and Xxxxx Fargo Funds Trust (the “Trust”) (the Adviser and the Trust collectively hereafter referred to as the “Xxxxx Fargo Companies”).

RECITALS

WHEREAS, Nationwide, through its subsidiary Nationwide Trust Company, FSB, provides administrative and/or record keeping services to various retirement plans which meet the definition of retirement plans under Section 401, 403 and 457 of the Internal Revenue Code (the “Code”) as well as other employer-sponsored retirement or investment plans (collectively, “Plans”); and

WHEREAS, the Trust is an open-end investment company registered under the Investment Company Act of 1940 (the “1940 Act”); and

WHEREAS, the Adviser serves as the investment adviser to the portfolios of the Trust listed on Exhibit B, as it may be amended from time to time by mutual agreement of the parties; and

WHEREAS, Nationwide and the Xxxxx Fargo Companies mutually desire the inclusion of the Funds as investment options in the variable group annuity products (collectively, “Variable Products”) offered by Nationwide as funding vehicles to Plans; and

WHEREAS, Nationwide and the Xxxxx Fargo Companies mutually desire the inclusion of the Funds as investment options in Trust Accounts offered by Nationwide as funding vehicles to Plans; and

WHEREAS, the Variable Products and Trust Accounts provide that the net amounts received by Nationwide be invested in mutual funds, including the Funds, and whereas the Variable Products and Trust Accounts provide for withdrawal of mutual fund shares, including the Funds, on behalf of Plans and their participants; and

WHEREAS, the selection of investment options with respect to any Fund is made by Plan participants or the Plan’s selected fiduciary and such participants and/or selected fiduciary may reallocate their investments among the investment options in accordance with the terms of the Plans; and

NOW THEREFORE, Nationwide and the Xxxxx Fargo Companies, in consideration of the undertaking described herein, agree that the Funds will be available as investment options in the Variable Products and/or Trust Accounts offered by Nationwide, subject to the following:

REPRESENTATIONS

REPRESENTATIONS BY NATIONWIDE

Nationwide Financial Services, Inc. represents that it is a holding company duly organized and in good standing under applicable state law. Nationwide represents that its subsidiaries have been duly organized and are in good standing under applicable state law and with applicable regulatory bodies.

Nationwide represents that its life insurance company subsidiaries have validly established all separate accounts under applicable state law. Nationwide represents that the Variable Accounts are exempt from registration under 1940 Act pursuant to Section 3(c)(11) and the variable annuity contracts are exempt from registration pursuant to Section 3(a)(2) of the Securities Act of 1933.

REPRESENTATIONS BY THE XXXXX FARGO COMPANIES

The Adviser represents that it is duly registered as an investment adviser under the Investment Advisers Act of 1940, as amended, and will remain duly registered under all applicable federal and state securities laws and that it will perform its obligations for the Fund in accordance with any applicable state and federal securities laws.

The Trust represents that it is registered as an open-end management investment

company under the 1940 Act_; and will maintain its registration as an investment company under the 1940 Act. The Trust further represents that the shares of each Fund are registered under the Securities Act of 1933, as amended (the “1933 Act”) and are duly authorized for issuance and sold in compliance with the 1933 Act and all other applicable federal and state securities laws.

The Trust shall take all such actions as are necessary to permit the sale of its shares to the Variable Accounts or to Trust Accounts, including registering Fund shares sold under the terms of this Agreement, as required, under the 1933 Act. The Trust will amend the registration statement under the 1933 Act and the 1940 Act from time to time as required in order to effect the continuous offering of Fund shares. The Trust will register and qualify Fund shares for sale in all states where applicable and will promptly notify Nationwide if any shares are not qualified in a particular state.

The Trust represents that the Funds are currently qualified as regulated investment companies under Subchapter M of the Code, and that the Trust shall make every effort to maintain such qualification. The Trust shall promptly notify Nationwide upon having a reasonable basis for believing that the Funds have ceased to so qualify, or that they may not qualify as such in the future.

TRADING

Subject to the terms and conditions of this Agreement, Nationwide shall be appointed to, and agrees to act, as a limited agent of the Trust for the sole and limited purpose of receiving instructions from duly authorized parties for the purchase and redemption of Fund shares prior to the close of regular trading each Business Day. A “Business Day” shall mean any day on which the New York Stock Exchange is open for trading and on which the Fund calculates its net asset value as set forth in the Fund’s most recent prospectus and Statement of Additional Information. Except as particularly stated in this paragraph, Nationwide shall have no authority to act on behalf of the Trust or to incur any cost or liability on its behalf. The parties hereto agree to follow any written guidelines or standards relating to the sale or distribution of the shares as may be provided in the provisions outlined in Exhibit D, as well as to follow any applicable federal and/or state securities laws, rules or regulations.

VOTING

Variable Products

For so long as and to the extent that pass-through voting privileges exist for Variable Products, Nationwide shall distribute all proxy material furnished by the Trust or its designated agent (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 the Plan’s selected fiduciary or authorized representative) and shall vote Fund shares in accordance with instructions received from the Plan’s selected fiduciary or authorized representative on behalf of participants who have interests in such Fund shares.

Nationwide shall vote the Fund shares for which no instructions have been received in the same proportion as Fund shares for which said instructions have been received from the Plan’s selected fiduciary or authorized representative, provided that such proportional voting is not prohibited by a Plan’s qualified retirement plan document, if applicable. Nationwide and its agents will in no way recommend an action in connection with or oppose or interfere with the solicitation of proxies in the Fund shares.

Trust Accounts

Nationwide shall distribute all proxy material furnished by the Trust or its agent to the Plan for shares of Funds held in Trust Accounts or to the Plans’ selected fiduciary or authorized representative for voting instructions (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 the Plan’s representative). The Plan’s selected fiduciary or authorized representative shall instruct Nationwide to vote, on behalf of the Plan and it participants who have interests in such Fund Shares and in accordance with the instructions provided by the Plan, all proxies that are returned by the Plan’s selected fiduciary or authorized representative and to abstain from voting proxies that are not returned by the Plan’s selected fiduciary or authorized representative. Nationwide and its agents will in no way recommend an action in connection with or oppose or interfere with the solicitation of proxies in the Fund shares.

DOCUMENTS AND OTHER MATERIALS

DOCUMENTS PROVIDED BY NATIONWIDE

If Nationwide collects and retains information on the participant level, then Nationwide agrees to provide the Trust, upon written request, any reports indicating the number of Plan participants having interests in the Variable Products corresponding to a Variable Account’s acquisition of Fund shares and any Plan or Plan participants having interests in the Trust Accounts; acquisition of Fund shares and such other information (including books and records) that the Trust may reasonably request or as may be necessary or advisable to enable it to comply with any law, regulation or order.

DOCUMENTS PROVIDED BY THE TRUST

Within five (5) Business Days after the end of each calendar month, the Trust or its agent shall provide Nationwide, or its designee, a monthly statement of account, which shall confirm all transactions made during that particular month.

The Trust or its agent shall promptly provide Nationwide with a reasonable quantity (in light of the number of existing Plans or Plan participants) of the Funds’ prospectuses, Statements of Additional Information and any supplements thereto.

EXPENSES

All expenses incident to the performance by Nationwide under this Agreement shall be paid by Nationwide. Likewise, all expenses incident to the performance by a Fund under this Agreement shall be paid by the Adviser and/or the Fund.

Nationwide is responsible for the expenses and the costs of having the Variable Products approved by state insurance authorities in the applicable jurisdictions.

The Trust is responsible for the expenses of the cost of registration of the Funds’ shares, the preparation of the Funds’ prospectuses, statements of additional information, proxy materials, reports and the preparation of other related statements and notices required by law (“Fund Materials”) for distribution in reasonable quantities except as otherwise mutually agreed upon by the parties to the Agreement.

Nationwide is responsible for distributing Fund prospectuses to its existing Plans or such Plans’ authorized representatives. The Trust will pay the lesser of:

(a) The cost to print individual fund prospectuses; or

(b) The Trust’s portion of the total printing costs if Nationwide does not use individual prospectuses, but reprints fund prospectuses in another format.

(c) The Trust’s portion of the total reproduction costs if Nationwide does not use individual printed prospectuses, but reproduces the prospectuses in another allowable and appropriate medium (i.e. CD Rom or computer diskette) which is mutually agreed upon by both Nationwide and the Trust and subject to reasonable costs.

SALES LITERATURE

Nationwide and its agents shall make no representations about the Trust or the Adviser except those contained in publicly available documents or other documents produced by the Trust (or an entity on its behalf). Nationwide agrees to allow a reasonable period of time for the Trust or its agent to review sales literature, which discusses the Funds. Upon reasonable request, Nationwide agrees to furnish draft copies to the Trust or its agent, upon reasonable request, and allow a reasonable period of time for the review of such material prior to use and prior to the submission of such material to any applicable regulatory entity. The Trust must either provide comments within a reasonable period of time or affirmatively decline to provide comments. Failure to provide comments or affirmatively decline to provide comments within a reasonable period of time shall constitute acceptance of such sales literature.

The Xxxxx Fargo Companies and their agents shall make no representations about Nationwide except those contained in publicly available documents or other documents produced by Nationwide (or an entity on its behalf). The Trust agrees to allow a reasonable period of time for Nationwide to review sales literature relating to the Funds, which discuss the Variable Products or Trust Accounts. Upon reasonable request, the Trust or its agent agrees to furnish draft copies to Nationwide and allow a reasonable period of time for the review of such material prior to use and prior to the submission of such material to any applicable regulatory entity. Nationwide must either provide comments within a reasonable period of time or affirmatively decline to provide comments. Failure to provide comments or affirmatively decline to provide comments within a reasonable period of time shall constitute acceptance of such sales literature.

PRIVACY AND CONFIDENTIALITY INFORMATION

For purposes of this Section, “Customer Information” means non-public personally identifiable information as defined in the Xxxxx-Xxxxx-Xxxxxx Act and the rules and regulations promulgated thereunder, and each party agrees not to use, disclose or distribute to others any such information except as necessary to perform the terms of this Agreement and each party agrees to comply with all applicable provisions of the Xxxxx-Xxxxx-Xxxxxx Act.

(“Disclosing Party”); (d) is required to be disclosed pursuant to applicable laws, regulatory or legal process, subpoena or court order; or, (e) is subsequently and independently developed by employees, consultants or agents of the Receiving Party without reference to or use of the Confidential Information disclosed under this Agreement. Each of the parties warrants to the other that it shall not disclose to any person any Confidential Information which it may acquire in the performance of this Agreement; nor shall it use such Confidential Information for any purposes other than to fulfill its contractual obligations under this Agreement and it will maintain the other party’s Customer and Confidential Information with reasonable care, which shall not be less than the degree of care it would use for its own such information.

In the event Confidential Information includes Customer Information, the Customer Information clause controls.

SECURITY

The parties will maintain and enforce safety and physical security procedures with respect to its access and maintenance of Confidential 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 Confidential 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 “hackers” and others who may seek, without authorization, to modify or access its Systems or the information found therein. The parties will periodically test its Systems for potential areas where security could be breached, and will report to the other parties immediately any breaches of security or unauthorized access to its Systems that it detects or becomes aware of. The parties will use diligent efforts to remedy such breach of security or unauthorized access in a timely manner.

All Confidential Information must be stored in a physically and logically secure environment that protects it from unauthorized access, modification, theft, misuse and destruction. In addition to the general standards set forth above, the parties will maintain an adequate level of physical security controls over its facility including, but not limited to, appropriate alarm systems, fire suppression, and access controls (including off-hour controls) which may include visitor access procedures, security guard force, video surveillance, and staff egress searches. Further, each party will maintain an adequate level of data security controls, including, but not limited to, logical access controls including user sign-on identification and authentication, data access controls (e.g., password protection of applications, data files and libraries), accountability tracking, antivirus software, secured printers, restricted download to disk capability and provision for System backup.

INDEMNIFICATION

INDEMNIFICATION BY NATIONWIDE

(a)

Nationwide agrees to indemnify and hold harmless the Adviser, the Trust, the Funds and each of their Directors, Trustees, officers, employees and agents, and any affiliated person of the Adviser, Trust or Fund within the meaning of Section 2(a)(3) of the 1940 Act (collectively, the “Indemnified Parties” for purposes of this Section) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of Nationwide) or litigation expenses (including reasonable legal and other expenses), to which the Indemnified Parties may become subject under any statute or regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or litigation expenses are related to the sale or acquisition of the Fund’s shares, the Trust Accounts or the Variable Products issued by Nationwide and:

(i) Arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the registration statement or prospectus (which shall include the portions of any offering memoranda that contain information regarding the Adviser, the Trust or a Fund) for the Variable Products issued by Nationwide or sales literature or other promotional material for such Variable Products or Trust Accounts (or any amendment or supplement to any of the foregoing), or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, provided that this agreement to indemnify shall not apply as to any Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and in conformity with information furnished to Nationwide by or on behalf of the Fund for use in the registration statement or prospectus for the Variable Products issued by Nationwide or sales literature or other promotional material (or any amendment or supplement) or otherwise for use in connection with the sale of such Variable Products, Trust Accounts or Fund shares; or

(ii) arise out of or as a result of any untrue statement or misrepresentation (other than misstatements or misrepresentations contained in the registration statement, prospectus or sales literature or other promotional material of the Fund not developed by Nationwide or persons under its control) or wrongful conduct of Nationwide or any of its affiliates, employees or agents with respect to the sale or distribution of the Variable Products issued by Nationwide, the Trust Accounts or the Fund shares; or

(iii) arise out of any untrue statement or alleged untrue statement of a material fact contained in a registration statement, prospectus, or sales literature or other promotional material of the Fund or any amendment thereof or supplement thereto or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading if such a statement or omission was made in reliance upon information furnished by or on behalf of Nationwide; or

(iv) arise out of or result from any material breach of any representation and/or warranty made by Nationwide in this Agreement or arise out of or result from any other material breach of this Agreement by Nationwide;

except to the extent provided in Sections (b) and (c) below.

(b)

Nationwide shall not be liable under this indemnification provision with respect to any losses, claims, damages, liabilities or litigation expenses to which an Indemnified Party would otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance of the Indemnified Party’s duties or by reason of the Indemnified Party’s reckless disregard of obligations or duties under this Agreement.

(c)

Nationwide shall not be liable under this indemnification provision with respect to any claim made against an Indemnified Party unless such Party shall have notified Nationwide in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such Indemnified Party (or after such Party shall have received notice of such service on any designated agent).

(d)

In case any such action is brought against the Indemnified Parties, Nationwide shall be entitled to participate, at its own expense, in the defense of such action. Nationwide shall also be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from Nationwide to such party of Nationwide’s election to assume the defense thereof, the Indemnified Party shall bear the fees and expenses of any additional counsel retained by it, and Nationwide will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation. If Nationwide assumes the defense or representation of an Indemnified Party, Nationwide shall not consent or agree to any settlement without the prior approval of the Indemnified Party.

INDEMNIFICATION BY THE TRUST

(a)

The Trust agrees to indemnify and hold harmless Nationwide, Nationwide’s affiliated principal underwriter of the Variable Products, Nationwide’s trust company and each of their Directors, Officers, employees, and agents, and any affiliated person of Nationwide within the meaning of Section 2(a)(3) of the 1940 Act (collectively, the “Indemnified Parties” for purposes of this Section) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Trust or litigation expenses (including reasonable legal and other expenses) to which the Indemnified Parties may become subject under any statute or regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or litigation expenses are related to the sale or acquisition of the Fund’s shares, the Trust Accounts or the Variable Products issued by Nationwide and:

(i)

arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the registration statement or prospectus or sales literature or other promotional material of the Fund (or any amendment or supplement to any of the foregoing), or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, provided that this agreement to indemnify shall not apply as to any Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and in conformity with information furnished to the Trust or the Fund or the designee of either by or on behalf of Nationwide for use in the registration statement or prospectus for the Fund or in sales literature or other promotional material (or any amendment or supplement) or otherwise for use in the registration statement or prospectus for the Fund or in sales literature or other promotional material (or any amendment or supplement) or otherwise for use in connection with the sale of the Variable Products issued by Nationwide, the Trust Accounts or Fund shares; or

(ii)

arise out of or as a result of any untrue statement or misrepresentations (other than misstatements or misrepresentations contained in the registration statement, prospectus or sales literature or other promotional material for the Variable Products or Trust Accounts not developed by the Trust or any employees or agents thereof) or wrongful conduct of the Trust, or the affiliates, employees, or agents of the Trust with respect to the sale or distribution of the Variable Products issued by Nationwide, the Trust Accounts or Fund shares; or

(iii)

arise out of any untrue statement or alleged untrue statement of a material fact contained in a registration statement, prospectus, or sales literature or other promotional material covering the Trust Accounts or the Variable Products issued by Nationwide, or any amendment thereof or supplement thereto, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement or statements therein not misleading, if such statement or omission was made in reliance upon information furnished to Nationwide by or on behalf of the Fund; or

(iv) arise out of or result from any material breach of any representation and/or warranty made by the Trust or the Fund in this Agreement or arise out of or result from any other material breach of this Agreement by the Trust;

except to the extent provided in Sections (b) and (c) hereof

(b)

The Trust shall not be liable under this indemnification provision with respect to any losses, claims, damages, liabilities or litigation expenses to which an Indemnified Party would otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance of the Indemnified Party’s duties or by reason of the Indemnified Party’s reckless disregard of obligations or duties under this Agreement.

(c)

The Trust shall not be liable under this indemnification provision with respect to any claim made against an Indemnified Party unless such Party shall have notified the Trust in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such Indemnified Party (or after such Party shall have received notice of such service on any designated agent).

(d)

In case any such action is brought against the Indemnified Parties, the Trust will be entitled to participate, at is own expense, in the defense thereof. The Trust shall also be entitled to assume the defense of such action, with counsel satisfactory to the party named in the action. After notice from the Trust to such party of the Trust’s election to assume the defense thereof, the Indemnified Party shall bear the fees and expenses of any additional counsel retained by it, and the Trust will not be liable to such party under this Agreement for any legal or other expense subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation. If the Trust assumes the defense or representation of an Indemnified Party, the Trust shall not consent or agree to any settlement without the prior approval of the Indemnified Party.

APPLICABLE LAW

This Agreement shall be construed in accordance with the laws of the State of Ohio.

This Agreement shall be subject to the provisions of the 1933, 1934 and 1940 Acts and the rules and regulations thereunder, including such exemptions from those statutes, rules and regulations as the SEC may grant.

TERMINATION

This Agreement shall terminate as to the availability of shares of a Fund (if specified) or all the Funds:

(a) at the option of Nationwide, the Adviser or the Trust upon at least 60 days advance written notice to the other parties;

(b) at any time upon the Trust’s election, if the Trust determines that liquidation of the Funds is in the best interest of the Funds or their beneficial owners. Reasonable advance notice of election to liquidate shall be provided to Nationwide in order to permit the substitution of Fund shares, if necessary, with shares of another investment company pursuant to the 1940 Act and other applicable securities regulations;

(c) at the option of Nationwide, if Fund shares are not reasonably available to meet the requirements of the Variable Products or the Trust Accounts as determined by Nationwide. Reasonable advance notice of election to terminate (and time to cure) shall be furnished by Nationwide;

(d) if the applicable annuity contracts are not treated as annuity contracts by applicable regulatory entities or under applicable rules and regulations;

(e) if the Variable Accounts are not deemed “segregated asset accounts” by the applicable regulatory entities or under applicable rules and regulations;

(f) at the option of Nationwide or the Trust, upon institution of relevant formal proceedings against the broker-dealer(s) marketing the Variable Products, the Variable Accounts, Nationwide or the Funds by the NASD, the IRS, the Department of Labor, the SEC, state insurance departments or any other regulatory body;

(g) upon assignment of this Agreement unless such assignment is made with the written consent of each party and in accordance with applicable law;

(h) in the event Fund shares or the Variable Products or Trust Accounts are not registered, issued or sold pursuant to federal law and state securities laws, or such laws preclude the use of Fund shares as an underlying investment medium of the Variable Products or Trust Accounts issued or to be issued by Nationwide. Prompt written notice shall be given by either party to the other in the event the conditions of this provision occur;

Notwithstanding any of the foregoing provisions of this section (“Termination”), this Agreement and all related agreements shall remain in force and in effect for so long as allocations to any or all of the Variable Accounts and/or Trust Accounts remain invested in Fund shares.

NOTICE

Each notice required by this Agreement shall be given in writing to:

Nationwide Financial Services, Inc.

Three Xxxxxxxxxx Xxxxx, 0-00-X0

Xxxxxxxx, Xxxx 00000

Attention: Product Director-Pensions

With a Copy to:

Nationwide Financial

Xxx Xxxxxxxxxx Xxxxx, 0-00-00

Xxxxxxxx, Xxxx 00000

Attention: Vice President- Investment and Advisory Services

If to the Trust:

Xxxxx Fargo Funds Trust

000 Xxxxxx Xxxxxx, 00^xx Xxxxx

Xxx Xxxxxxxxx, XX 00000

Attn: C. Xxxxx Xxxxxxx, Secretary

If to the Adviser:

Xxxxx Fargo Funds Management

000 Xxxxxx Xxxxxx, 00xx Xxxxx

Xxx Xxxxxxxxx, XX 00000

Attention: Xxxxxx Xxxxx

National Accounts Manager

Any party may change its address by notifying the other party(ies) in writing.

ASSIGNMENT

This Agreement shall be binding upon and shall inure to the benefit of the parties and their respective successors and assigns; provided, however, that neither this Agreement nor any rights, privileges, duties or obligations of the parties may be assigned by any party without the written consent of the other parties or as expressly contemplated by this Agreement.

ENFORCEABILITY

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.

REMEDIES NOT EXCLUSIVE

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.

TRADEMARKS

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 the other party.

SURVIVABILITY

Sections “Representations,” “Privacy and Confidentiality Information,” “Security,” “Indemnification,” and “Trademarks” hereof shall survive termination of this Agreement. In addition, all provisions of this Agreement shall survive termination of this Agreement in the event that any Variable Accounts or Trust Accounts are invested in a Fund at the time the termination becomes effective and shall survive for so long as such Variable Accounts and/or Trust Accounts remain so invested.

NON-EXCLUSIVITY

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.

PARTNERSHIPS/JOINT VENTURES

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

AMENDMENTS TO THIS AGREEMENT

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.

EXECUTION

Each party hereby represents and warrants to the other that the persons executing this Agreement on its behalf are duly authorized and empowered to execute and deliver the Agreement and that the Agreement constitutes a legal, valid and binding obligation, and is enforceable in accordance with its terms. Except as particularly set forth herein, neither party assumes any responsibility hereunder and will not be liable to the other for any damages, loss of data, delay or any other loss whatsoever caused by events beyond its control.

This Agreement may be executed by facsimile signature and it may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

Exhibit A

Subsidiary Life Insurance Companies

Nationwide Life Insurance Company

Other Subsidiaries and Affiliates

Nationwide Trust Company, FSB

Nationwide Investment Services Corporation

EXHIBIT B

FUNDS

All current and future funds available for sale through the distribution channel, including but not limited to any funds listed below.


Fund:	Class	Cussip	Ticker	Effective Date

Xxxxx Fargo Growth Balanced Fund	A	00000X000	WFGBX	4/30/89

Xxxxx Fargo Large Company Growth Fund	A	00000X000	NVLAX	12/31/82

Xxxxx Fargo Small Company Value Fund	A	00000X000	SCVAX	6/1/97

Xxxxx Fargo Xxxxxxxxxx Total Return Bond Fund	A	00000X000	MBFAX	8/1/90

Xxxxx Fargo Xxxxxxxxxx Short Duration Government Bond Fund	A	00000X000	MSDAX	12/18/92

EXHIBIT C

Administrative Services and Fees

In consideration for the Services (as described below) to be provided by Nationwide to the Variable Products and Trust Accounts pursuant to this Agreement, the Xxxxx Fargo Companies will calculate and pay Nationwide a fee (“Service Fee”) at an annualized rate equal to the rates shown below of the average daily net assets of each Fund held by the Variable Accounts and Trust Accounts during the period in which they were earned (such fee is described below). Notwithstanding anything to the contrary, the Trust shall not be obligated to pay any fee that would exceed the maximum amounts payable under Rule 2830 of the Conduct Rules of the National Association of Securities Dealers, Inc. (the “NASD Rules”). Nationwide agrees that the Adviser will be solely responsible for any fee in excess of the maximum amounts payable under the NASD Rules.

2.	The Service Fees will be paid to Nationwide as soon as practicable, but no later than 30 days after the end of the period in which they were earned. The Service Fees will be paid on a quarterly or monthly basis.

If participant-level information is gathered and retained by Nationwide and there is an arrangement to pay per-participant fees, then no later than 10 days after the end of the period in which Service Fees are earned, Nationwide will send a statement to the Trust or its agent indicating the number of Plan participants in the Variable Accounts and Trust Accounts, and the average account size of such accounts. The average account size shall be calculated by dividing the average daily net assets, calculated as provided herein, by the number of Plan participants in the Variable Accounts and Trust Accounts.

4.	Nationwide and the Xxxxx Fargo Companies agree that the Service Fee described in this Agreement is for administrative services only and does not constitute payment in any manner for investment advisory services or the cost of distribution of the Funds.

5.	The parties agree that a Service Fee will be paid to Nationwide according to this Agreement with respect to each Fund as long as shares of such Fund are held by the Variable Accounts or Trust Accounts. This provision will survive termination of this Agreement.

6.	The Xxxxx Fargo Companies recognize that Nationwide incurs certain expenses relating to offering Funds in the Trust Accounts. If the Trust has Funds participating in the Trust Accounts, the Adviser agrees to pay a $1,500 set up fee, per Fund. Nationwide will invoice the Adviser for this fee.

Services Provided by Nationwide

Pursuant to the Agreement, Nationwide may perform administrative and shareholder services with respect to the Variable Products and Trust Accounts, including but not limited to, the following:

Under some circumstances, maintaining separate records for each participant, which shall reflect the Fund shares purchased and redeemed and Fund share balances of such participants and the Plan. Nationwide will maintain a single master account with each Fund on behalf of each Plan and such account shall be in the name of Nationwide (or its designee) as record owner of shares owned by Plan participants.

2.	Disbursing or crediting to Plans and Plan participants all proceeds of redemptions of shares of the Funds and all dividends and other distributions not reinvested in shares of the Funds.

Preparing and transmitting to each Plan, through its authorized representative, as required by law, periodic statements showing the total number of shares owned by participants as of the statement closing date, purchases and redemptions of Fund shares by the participants during the period covered by the statement and the dividends and other distributions paid during the statement period (whether paid in cash or reinvested in Fund shares), and such other information as may be required, from time to time, by a Plan.

4.	Supporting and responding to service inquiries from a Plan.

Maintaining and preserving all records required by law to be maintained and preserved in connection with providing the Services for each Plan. Records created by Nationwide in connection with its activities hereunder are the sole property of Nationwide, unless they are required to be maintained under the 1940 Act. Records required to be maintained under the 1940 Act shall be deemed to be records of the Trust, and will be preserved, maintained, and made available in accordance with the 1940 Act and rules thereunder. Copies, or if required originals, of such records will be surrendered promptly to the Trust, a Fund or its agents (or independent accountants), or government regulators upon request.

6.	Generating written confirmations and quarterly statements to each Plan, through its authorized representative.

Distributing to each Plan, through its authorized representative, to the extent required by applicable law, Funds’ prospectuses, proxy materials, periodic fund reports to shareholders and other materials that the Funds are required by law or otherwise to provide to their shareholders or prospective shareholders

8.	Transmitting purchase and redemption orders to the Funds on behalf of the Plan.


Fund	Fee Paid by Fund	Fee Paid by Adviser	Total Fee

Xxxxx Fargo Growth Balanced Fund	[**]	[**]	[**]

Xxxxx Fargo Large Company Growth Fund	[**]	[**]	[**]

Xxxxx Fargo Small Company Value Fund	[**]	[**]	[**]

Xxxxx Fargo Xxxxxxxxxx Total Return Bond Fund	[**]	[**]	[**]

Xxxxx Fargo Xxxxxxxxxx Short Duration Government Bond Fund	[**]	[**]	[**]

EXHIBIT D

FUND/SERV PROCESSING PROCEDURES

AND

MANUAL PROCESSING PROCEDURES

The purchase, redemption and settlement of shares of a Fund (“Shares”) will normally follow the Fund/SERV-Defined Contribution Clearance and Settlement Service (“DCCS”) Processing Procedures below and the rules and procedures of the SCC Division of the National Securities Clearing Corporation (“NSCC”) shall govern the purchase, redemption and settlement of Shares of the Funds through NSCC by Nationwide. In the event of equipment failure or technical malfunctions or the parties’ inability to otherwise perform transactions pursuant to the FUND/SERV Processing Procedures, or the parties’ mutual consent to use manual processing, the Manual Processing Procedures below will apply.

It is understood and agreed that, in the context of Section 22 of the Investment Company Act of 1940 (the “1940 Act”) and the rules and public interpretations thereunder by the staff of the Securities and Exchange Commission, receipt by Nationwide of any Instructions from the Plan participant prior to the Close of Trade on any Business Day shall be deemed to be receipt by the Funds of such Instructions solely for pricing purposes and shall cause purchases and sales to be deemed to occur at the Share Price for such Business Day, except as provided in 4(c) of the Manual Processing Procedures. Each Instruction shall be deemed to be accompanied by a representation by Nationwide that it has received proper authorization from each Plan participant whose purchase, redemption, account transfer or exchange transaction is effected as a result of such Instruction.

Fund/SERV-DCCS Processing Procedures

On each business day that the New York Stock Exchange (the “Exchange”) is open for business on which the Funds determine their net asset values (“Business Day”), the Trust or its agent 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 Plan participant. On each Business Day, the Trust or its agent shall accept for processing any Instructions from Nationwide and shall process such Instructions in a timely manner.

The Trust or its agent shall perform any and all duties, functions, procedures and responsibilities assigned to it under this Agreement and as otherwise established by the NSCC. The Trust or its agent 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 Trust or its agent that would affect its duties and obligations pursuant to this Agreement.

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

Trade information provided by Nationwide to the Trust or its agent 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 registered holder.

For each Fund/SERV transaction, Nationwide shall provide the Funds and the Trust or its agent 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 Trust or its agent on any Business Day shall have been received by Nationwide from the Plan participant by the close of trading (generally 4:00 p.m. Eastern Time (“ET”)) on the Exchange (the “Close of Trading”) on such Business Day and that any Instructions received by it after the Close of Trading on any given Business Day will be transmitted to the Trust or its agent on the next Business Day.

Manual Processing Procedures

On each Business Day, Nationwide may receive Instructions from the Plan participant for the purchase or redemption of shares of the Funds based solely upon receipt of such Instructions prior to the Close of Trading on that Business Day. Instructions in good order received by Nationwide prior to the close of trading on any given Business Day (generally, 4:00 p.m. ET (the “Trade Date”) and transmitted to the Trust or its agent by no later than 8:30 a.m. ET the Business Day following the Trade Date (“Trade Date plus One” or “T+1”), will be executed at the NAV (“Share Price”) of each applicable Fund, determined as of the Close of Trading on the Trade Date.

By no later than 6:30 p.m. ET on each Trade Date (“Price Communication Time”), the Trust or its agent will use its best efforts to communicate to Nationwide via electronic transmission acceptable to both parties, the Share Price of each applicable Fund, as well as dividend and capital gain information and, in the case of funds that credit a daily dividend, the daily accrual or interest rate factor, determined at the Close of Trading on that Trade Date.

As noted in Paragraph 1 above, by 8:30 a.m. ET on T+1 (“Instruction Cutoff Time”) and after Nationwide has processed all approved transactions, Nationwide will transmit to the Trust or its agent via facsimile, telefax or electronic transmission or system-to-system, or by a method acceptable to Nationwide and the Trust or its agent, a report (the “Instruction Report”) detailing the Instructions that were received by Nationwide prior to the Funds’ daily determination of Share Price for each Fund (i.e., the Close of Trading) on Trade Date.

(a)

It is understood by the parties that all Instructions from the Plan participant 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 Plan participant transactions 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 Instructions received by it in good order.

(b)

Following the completion of the transmission of any Instructions by Nationwide to the Trust or its agent by the Instruction Cutoff Time, Nationwide will verify that the Instruction was received by the Trust or its agent.

(c)

In the event that an Instruction transmitted by Nationwide on any Business Day is not received by the Trust or its agent by the Instruction Cutoff Time, due to mechanical difficulties or for any other reason beyond Nationwide’s reasonable control, such Instruction shall nonetheless be treated by the Trust or its agent as if it had been received by the Instruction Cutoff Time, provided that Nationwide retransmits such Instruction by facsimile transmission to the Trust or its agent and such Instruction is received by the Trust or its agent’s financial control representative no later than 8:30 a.m. ET on T+1. In addition, Nationwide will place a phone call to a financial control representative of the Trust or its agent prior to 8:30 a.m. ET on T+1 to advise the Trust or its agent that a facsimile transmission concerning the Instruction is being sent.

(d)

With respect to all Instructions, the Trust or its agent’s financial control representative will manually adjust a Fund’s records for the Trade Date to reflect any Instructions sent by Nationwide.

(e)

By no later than 4:00 p.m. on T+1, and based on the information transmitted to the Trust or its agent pursuant to Paragraph 3(c) above, Nationwide will use its best efforts to verify that all Instructions provided to the Trust or its agent on T+1 were accurately received and that the trades for each Account were accurately completed and Nationwide will use its best efforts to notify the Trust or its agent of any discrepancies.

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

(a)

Except as otherwise provided herein, all purchase and redemption transactions will settle on T+1. Settlements will be through net Federal Wire transfers to an account designated by a Fund. In the case of Instructions which constitute a net purchase order, settlement shall occur by Nationwide initiating a wire transfer by 1:00 p.m. ET on T+1 to the custodian for the Fund for receipt by the Funds’ custodian by no later than the Close of Business at the New York Federal Reserve Bank on T+1, causing the remittance of the requisite funds to the Trust or its agent to cover such net purchase order.

In the case of Instructions which constitute a net redemption order, Trust or its agent shall use its best efforts to remit the requisite funds to cover such net redemption order by Federal Funds Wire by 1:00 p.m. ET on T+1, provided that the Fund reserves the right to (i) delay settlement of redemptions for up to seven (7) Business Days after receiving a net redemption order in accordance with Section 22 of the 1940 Act and Rule 22c-1 thereunder, or (iii) suspend redemptions pursuant to the 1940 Act or as otherwise required by law. Settlements shall be in U.S. dollars.

(b)

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

(c)

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 Instructions. Instructions 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 4(c) only, the Settlement Date will be the date on which the Instruction settles.

(d)

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 Trust or its agent in writing of any discrepancies between such information. The Trust or its agent and Nationwide shall cooperate to resolve any such discrepancies as soon as reasonably practicable.

Indemnification

In the event of any error or delay with respect to both the Fund/SERV Processing Procedures and the Manual Processing Procedures outlined in Exhibit C herein: (i) which is caused by the Funds or the Trust or its agent, the Trust or its agent shall make any adjustments on the Funds’ accounting system necessary to correct such error or delay and the responsible party or parties shall reimburse the Plan participant and Nationwide, as appropriate, for any losses or reasonable costs incurred directly as a result of the error or delay but specifically excluding any and all consequential punitive or other indirect damages or (ii) which is caused by Nationwide, the Trust or its agent shall make any adjustment on the Funds’ accounting system necessary to correct such error or delay and the affected party or parties shall be reimbursed by Nationwide for any losses or reasonable costs incurred directly as a result of the error or delay, but specifically excluding any and all consequential punitive or other indirect damages. In the event of any such adjustments on the Funds’ accounting system, Nationwide shall make the corresponding adjustments on its internal record-keeping system.

In the event that errors or delays with respect to the Procedures are contributed to by more than one party hereto, each party shall be responsible for that portion of the loss or reasonable cost which results from its error or delay. All parties agree to provide the other parties prompt notice of any errors or delays of the type referred to herein and to use reasonable efforts to take such action as may be appropriate to avoid or mitigate any such costs or losses.

CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN REDACTED BECAUSE IT IS BOTH NOT MATERIAL AND WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED.

FIRST AMENDMENT TO THE FUND AGREEMENT

THIS AMENDMENT, is dated as of the 26 day of July, 2004, by and between Nationwide Financial Services, Inc. (“Nationwide”), Xxxxx Fargo Funds Trust (the “Trust”) and Xxxxx Fargo Funds Management, LLC (“Funds Management”). Reference is hereby made to the agreement between the parties hereto dated July 1, 2003 (the “Agreement”). All capitalized terms used herein shall have the same meaning as ascribed to them in the Agreement.

WHEREAS, Nationwide and the Xxxxx Fargo Companies entered into an Agreement with regard to certain Variable Accounts and Trust Accounts for which the Trust offers some of its Funds as investment options and for which Nationwide performs administrative and recordkeeping services;

WHEREAS, the parties hereto desire to amend said Agreement in the manner hereinafter set forth;

NOW THEREFORE, the parties hereto amend the Agreement in the following manner:

1. The following is hereby added to the existing Exhibit B to the Agreement: Prior to May 1, 2005:

Fund:

Class

Cusip

Ticker

Effective Date

Xxxxx Fargo C&B Large Cap Value Fund

949753284

CBEQX

7/26/04

Xxxxx Fargo C&B Mid Cap Value Fund

949753227

CBMDX

7/26/04

2. The following is hereby added to the existing Exhibit C to the Agreement:

Fund:

Fees Paid
by

Fees Paid
by Adviser

Total Fee

Xxxxx Fargo C&B Large Cap Value Fund

[

**]

[

**]

[

**]

Xxxxx Fargo C&B Mid Cap Value Fund

[

**]

[

**]

[

**]

3. After May 1, 2005, Class D shares of the C&B Large Cap Value Fund and C&B Mid Cap Value Fund (collectively, the “C&B Funds”) will not be made available by the Trust as a new investment option for any retirement plan serviced by Nationwide. Retirement plans that offered Class D shares of the C&B Funds as an investment option prior to May 1, 2005 may continue to trade in such shares without limitation.

The Agreement, as amended, shall remain in full force and effect.

IN WITNESS WHEREOF, the parties have caused this Amendment to be executed by their duly authorized officers effective as of the day and year first above written.


XXXXX FARGO FUNDS TRUST:		NATIONWIDE FINANCIAL SERVICES, LNC.:

By:	/s/ C. Xxxxx Xxxxxxx	By:	/s/ Xxxxxxx X. Xxxxxx
Name: C. Xxxxx Xxxxxxx			Name: Xxxxxxx X. Xxxxxx
Title:	Secretary		Title: Vice President

XXXXX FARGO FUNDS MANAGEMENT, LLC

By:	/s/ Xxxxx X. Xxxxxxx
Name: Xxxxx X. Xxxxxxx
Title: President

CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN REDACTED BECAUSE IT IS BOTH NOT MATERIAL AND WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED.

SECOND AMENDMENT TO FUND AGREEMENT

This Second Amendment to Fund Agreement (“Amendment”) is made as of April 19, 2006, by and between Nationwide Financial Services, Inc (“NFS” or “Nationwide”), Xxxxx Fargo Funds Management, LLC (“Adviser”) and Xxxxx Fargo Funds Trust (the “Trust”) (the Adviser and the Trust collectively referred to as the “Xxxxx Fargo Companies”). Reference is made to the Fund Agreement made as of July 1, 2003 between Nationwide, Adviser and the Trust as amended by First Amendment to the Fund Agreement dated July 26, 2004 (the “Agreement”). All capitalized terms used in this Amendment and not defined herein shall have the same meaning ascribed to them in the Agreement.

RECITALS

WHEREAS, Nationwide provides administrative and/or record keeping services to various Plans pursuant to the Agreement;

WHEREAS, the Funds are currently offered as investment options in Variable Products and Trust Accounts offered by Nationwide as funding vehicles to Plans pursuant to the Agreement;

WHEREAS, pursuant to a purchase agreement with Strong Financial Corporation, Xxxxx Fargo & Company acquired certain of the asset management arrangements of Strong Capital Management, Inc., investment adviser to the Strong Funds;

WHEREAS, effective at the close of business on April 8, 2005, the Strong Funds were reorganized into the Xxxxx Fargo Advantage Funds;

WHEREAS, Nationwide and the Xxxxx Fargo Companies mutually desire that, upon execution of this Amendment, the hereinafter defined Strong Agreements will be of no further force and effect and will, to the extent applicable to retail funds, be completely superceded by the Agreement;

WHEREAS, the parties also desire to amend certain portions of the Agreement;

NOW, THEREFORE, in consideration of the foregoing and the mutual promises set forth below, the parties hereto agree as follows:

1. Nationwide, on behalf of itself and Nationwide Investment Services Corporation (“NISC”), and the Xxxxx Fargo Companies (including Xxxxx Fargo Funds Distributor, LLC), hereby agree that the following agreements (collectively “Strong Agreements”) shall, upon execution of this Amendment, be of no further force and effect and shall, to the extent applicable to retail funds, be completely superceded by the Agreement:

Mutual Fund Distribution and Shareholder Services Agreement, dated December 13, 2002, between Strong Investments, Inc. and NISC; and

Fund Agreement, dated May 1, 2003, among Nationwide, Strong Investor Services, Inc. and Strong Investments, Inc

2. The following language shall supplement and be added following the last sentence under the section entitled “Trading”:

“The Funds have adopted policies designed to prevent frequent purchases and redemptions. These policies are disclosed in the Funds’ prospectuses and such policies as disclosed will be uniformly and consistently applied to all shareholders, unless otherwise disclosed in the Funds’ prospectuses.

Nationwide has policies and procedures in place to detect and deter short-term or disruptive trading practices. Nationwide’s policies and procedures include, but are not limited to, monitoring participant trading activity and imposing trade restrictions. The Xxxxx Fargo Companies acknowledge that Nationwide shall apply its policies and procedures with regard to disruptive trading practices which may differ from those set forth in the Funds’ prospectuses. The Xxxxx Fargo Companies acknowledge that, as of the date of this Amendment, Nationwide does not have the systems capabilities to adequately track and charge redemption fees and will not charge such fees until such time as Nationwide either has the systems capability to assess redemption fees or is legally required to do so pursuant to governing regulations.”

3. In order to reflect that certain of the Funds are investment options in registered product, the Agreement is hereby amended by amending and restating the second sentence of the second paragraph under the section of the Agreement titled Representations and the subtitle Representations By Nationwide as follows:

“Nationwide represents that the Variable Accounts are exempt from registration under the 1940 Act pursuant to Section 3c(11) and the variable annuity contracts are exempt from registration pursuant to Section 3(a)(2) of the Securities Act of 1933, except for Nationwide Variable Account which Nationwide represents is registered as a unit investment trust in Accordance with the 1940Act.

4. In order to reflect the additional Nationwide subsidiaries providing services hereunder and/or providing funding vehicles to Plans with the Funds as underlying investment options, Exhibit A to the Agreement shall be deleted in its entirety and the Exhibit A attached hereto shall be inserted in lieu thereof

5. The definition of the word “Funds” was inadvertently omitted from the Agreement. The Agreement is hereby amended by inserting the following after the words “Exhibit B” in the third paragraph of the Recitals: (“Funds”)

6. Exhibit B to the Agreement shall be deleted in its entirety and the Exhibit B attached hereto shall be inserted in lieu thereof.

7. The table set forth at the end of Exhibit C to the Agreement is hereby deleted in its entirety and the table under the heading Exhibit C Table attached hereto shall be inserted in lieu thereof. Other than the table, the rest of Exhibit C to the Agreement remains in force and effect as originally stated.

8. In order to provide for the inclusion of the Funds in the fee-based Advisory Services Program sponsored by NISC or another subsidiary of NFS licensed as an investment adviser with the Securities and Exchange Commission (“SEC”) (“Program Sponsor”), Nationwide, on behalf of NISC and Program Sponsor, and the Xxxxx Fargo Companies agree that the Services, Fees and Trading Provisions applicable to funds included as investment vehicles in the Advisory Services Program are as set forth on Exhibit E, attached hereto and incorporated herein, is hereby added as a new Exhibit E to the Agreement.

9. Under the “NOTICE” provisions of the agreement, the notice address for Nationwide is hereby amended and restated in its entirety as follows:

Nationwide Financial Services, Inc.

Xxx Xxxxxxxxxx Xxxxx, 0-00-00

Xxxxxxxx, Xxxx 00000

Attention: Product Officer-Investment and Advisory Services

10. Except as specifically set forth herein, all other provisions of the Agreement shall remain in full force and effect as stated therein.

11. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

SIGNATURES ON FOLLOWING PAGE

REMAINDER OF PAGE INTENTIONALLY BLANK

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


NATIONWIDE FINANCIAL SERVICES, INC.

By:		/s/ Xxxxx X. Xxxxxx
Name: Xxxxx X. Xxxxxx
Title: Officer

XXXXX FARGO FUNDS MANAGEMENT, LLC “Adviser”

By:		/s/ Xxxxx Xxxxxxx
Name: Xxxxx Xxxxxxx
Title: President

XXXXX FARGO FUNDS TRUST
“Trust”

By:		/s/ C Xxxxx Xxxxxxx
Name: C Xxxxx Xxxxxxx
Title: Secretary

EXHIBIT A

Subsidiary Life Insurance Companies

Nationwide Life Insurance Company

Other Subsidiaries

Nationwide Trust Company, FSB

Nationwide Investment Services Corporation

Any existing or subsequently formed subsidiary registered as an investment adviser with

the SEC and serving as sponsor of the Advisory Services Program

Nationwide Retirement Solutions, Inc. and subsidiaries and affiliates

EXHIBIT B

All current and future funds available for sale through the distribution channel, including but not limited to any funds listed on Exhibit C.

EXHIBIT C TABLE

Fee

Class

Xxxxx Fargo Advantage Funds—Name

Cusip

Ticker

Fund #

Comments

[**]

Asset Allocation Fund

00000X000

SFAAX

458

[**]

C&B Large Cap Value Fund

00000X000

CBEAX

1863

[**]

C&B Mid Cap Value Fund

00000X000

CBMAX

1857

[**]

Common Stock Fund

949915441

SCSAX

3301

[**]

Diversified Equity Fund

00000X000

N.V3AX

[**]

Emerging Markets Focus Fund

(former XX Xxxxxxxxxx Emerging Markets

Focus)

00000X000

MFFAX

936

[**]

Endeavor Large Cap Fund

949915664

STALX

3312

[**]

Endeavor Select Fund
(former Strong Adv Select)

949915599

STAEX

3310

[**]

Equity Income Fund

00000X000

NVAEX

.65

[**]

Equity Index Fund

00000X000

SFCSX

[**]

Equity Value Fund

(formerly WF Large Value)

00000X000

WLVAX

1090

[**]

Growth Balanced Fund

00000X000

WFGBX

117

[**]

Growth Equity Fund

00000X000

NVEAX

[**]

High Yield Bond Fund

00000X000

HYBAX

1805

[**]

Income Plus Fund

00000X000

STYAX^-r59

[**]

Inflation-Protected Bond Fund

00000X000

IPBAX

1753

[**]

Intermediate Government Income Fund

00000X000

NVGAX

471

[**]

International Core Fund

94991517 •

WFIAX

3311

[**]

International Equity Fund

00000X000

SILAX

[**]

International Value Fund

¹94975A762

WFFAX

1828

[**]

Large Cap Appreciation Fund

00000X000

WFAPX

1810

[**]

Large Company Core Fund

949915839

SLGAX

3300

[**]

Large Company Growth Fund

00000X000

NVLAX

327

[**]

Mid Cap Growth Fund

(former XX Xxxxxxxxxx Mid Cap Growth)

00000X000

WFMCX

1698

[**]

Moderate Balanced Fund

00000X000

WFMAX

1854

[**]

National Limited-Term Tax-Free

^rg4978j383

¹NNLAX

1851

[**]

National Tax Free Fund

00000X000

NWTFX

480

[**]

Outlook 2010 Fund

00000X000

STNRX

702

[**]

Outlook 2020 Fund

00000X000

STTRX

703

[**]

Outlook 2030 Fund

00000X000

STHRX

704

[**]

Outlook 2040 Fund

00000X000

STFRX

705

[**]

Outlook Today Fund

00000X000

SIVVRX

701

[**]

Short Duration Government Bond Fund (former XX Xxxxxxxxxx Short Duration Govt Bond)

00000X000

MSDAX

932

[**]

Small Cap Growth Fund

00000X000

MNSCX

927

[**]

Small Cap Value Fund

949915326

SCVAX

3306

[**]

Small Company Growth Fund

00000X000

WFAAX

1848

[**]

Small Company Value Fund

00000X000

SCVAX

1815

Closed to new investors

[**]

Services)

Specialized Financial Services Fund

former WF SIFE Specialized Financial

00000X000

SIFEX

1818

[**]

Specialized

Health Sciences Fund

00000X000

WFHAX

1801

[**]

Specialized

Technology Fund

00000X000

WFSTX

1600

[**]

Stable

Income Fund

00000X000

NVSAX

[**]

Strategic Income Fund

949917462

SASAX

3308

[**]

Total Return Bond Fund

(former XX Xxxxxxxxxx Total Return Bond)

00000X000

MBFAX

940

[**]

U.S. Value Fund

949915706

WFUAX

3303

[**]

Ultra Short Duration Bond Fund
(former Strong Short Duration)

949917694

STSDX

3302

[**]

Admin

Aggressive Allocation Fund

(former WF Strategic Growth Allocation)

949756413

NWBEX

[**]

Admin

Asset Allocation Fund

949751-1213

WFAIX

461

[**]

Admin

C&B Large Cap Value Fund

00000X000

CBLLX

1867

[**]

Admin

C&B Mid Cap Value Fund

94975,1219

CBMIX

1861

[**]

Admin

Capital Growth Fund

(former Strong Large Company Growth)

949915631

WFCDX

3603

[**]

Admin

Conservative Allocation Fund
(former WF Strategic Income)

00000X000

NVCBX

[**]

Admin

Discovery Fund

949915359

WFCDX

3703

[**]

Admin

Diversified Bond Fund

00000X000

NVMFX

[**]

Admin

Diversified Equity Fund

00000X000

NVDEX

[**]

Admin

Diversified Small Cap Fund

949756801

NVDSX

[**]

Admin

Dividend Income Fund

949915854

WWIDX

3607

[**]

Admin

Emerging Markets Focus Fund

(former XX Xxxxxxxxxx Emerging Markets

Focus)

00000X000

MNEFX

939

[**]

Admin

Endeavor Select Fund

949915557

WFCDX

3702

[**]

Admin

Enterprise Fund

949915391

SEPKX

3612

[**]

Admin

Equity income Fund

949756694

NVIEX

485

[**]

Admin

Equity Value Fund

(formerly WF Large Value)

00000X000

WLVIX

1093

[**]

Admin

Government Securities Fund

949917546

WGSDX

3708

[**]

Admin

Growth and Income Fund

949915763

SGIKX

3609

[**]

Admin

Growth Balanced Fund

00000X000

NVGBX

[**]

Admin

Growth Equity Fund

00000X000

NVGEX

[**]

Admin

Growth Fund

949915698

SGRKX

3608

[**]

Admin

Index Fund

00000X000

NVINX

[**]

Admin

Inflation-Protected Bond Fund

94975,1698

IPBIX

1756

[**]

Admin

Intermediate Government Income Fund

00000X000

NVGIX

474

[**]

Admin

International Core Fund

949915144

WFIDX

3700

[**]

Admin

International Equity Fund

00000X000

WFIEX

656

[**]

Admin

International Value Fund

949917108

WFVDX

3701

[**]

Admin

Large Cap Appreciation Fund

00000X000

WFAKX

1813

[**]

Admin

Large Company Core Fund

949915789

SLCKX

3605

[**]

Admin

Large Company Growth Fund

00000X000

NVLCX

[**]

Admin

Mid Cap Disciplined Fund

WFMDX

3704

[illegible] 949915516

[**]

Admin

Moderate Balanced Fund

00000X000

NVMBX

[**]

Admin

Opportunity Fund

949915474

WOFDX

3606

[**]

Admin

Outlook 2010 Fund

949756249

WFLGX

259

[**]

Admin

Outlook 2020 Fund

949756199

WFLPX

260

[**]

Admin

Outlook 2030 Fund

00000X000

WFLIX

261

[**]

Admin

Outlook 2040 Fund

00000X000

WFLWX

262

[**]

Admin

Outlook Today Fund

00000X000

XXXXX

000

[**]

Admin

(former Short Duration Government Bond Fund

XX Xxxxxxxxxx Short Duration Govt

Bond)

00000X000

MNSGX

935

[**]

Admin

Small Cap Disciplined Fund

(former Strong Small Company Value)

949915250

WFODX

3705

[**]

Admin

Small Cap Growth Fund

94975.1490

WMNIX

930

[**]

Admin

Small Cap Opportunities Fund

00000X000

NVSOX

Closed to new investors

[**]

Admin

Small Company Growth Fund

00000X000

NVSCX

[**]

Admin

Small Company Value Fund

00000X000

SCVIX

1817

Closed to new investors

[**]

Admin

Small/Mid Cap Value Fund

949915276

WWMDX

3706

—

[**]

Admin

Stable Income Fund

00000X000

NVSIX

[**]

Admin

Total Return Bond Fund

(former XX Xxxxxxxxxx Total Return Bond)

00000X000

MNTRX

943

[**]

Admin

U.S. Value Fund

949915862

SEQKX

3610

[**]

Admin

Ultra Short-Term Income Fund

^-949917710

^‘WUSDX

3709

[**]

Adv

Corporate Bond Fund

949917470

SCBDX

3001

[**]

Adv

Enterprise Fund

‘949915375

SENAX

3018

[**]

Adv

Government Securities Fund

949917553

SGVDX

3004

[**]

Adv

Growth and Income Fund

949915748

SGNAX

3012

[**]

Adv

Growth Fund

949915672

SGRAX

3009

[**]

Adv

‘High Income Fund

(former Strong High Yield Bond)

949917512

SHBAX

3014

[**]

Adv

Opportunity Fund

949915458

SOPVX

3002

[**]

Adv

Short-Term Bond Fund

949917637

SSTVX

3005

[**]

Adv

Short-Term High Yield Bond Fund

949917611

SSTHX

3017

[**]

Adv

Ultra Short-Term Income Fund

949917728

SADAX

3006

[**]

C&B Large Cap Value Fund

00000X000

CBEQX

1866

[**]

C&B Mid Cap Value Fund

00000X000

CBMDX

1860

[**]

C&B Large Cap Value Fund

00000X000

CBLSX

1868

[**]

C&B Mid Cap Value Fund

94975,1193

CBMSX

1862

[**]

Capital Growth Fund (New)

(former Strong Large Company Growth)

949915615

WWCIX

3121

[**]

Corporate Bond Fund

949917496

SCBNX

3100

[**]

Endeavor Select Fund

949915565

VVFCIX

3124

[**]

Enterprise Fund

949915367

WFEIX

3118

[**]

Government Securities Fund

949917579

SGVIX

3101

[**]

Growth and Income Fund

949915771

SGNIX

3109

[**]

Growth Equity Fund

949915524

WGEIX

3136

[**]

Growth Fund

949915714

SGRNX

3105

[**]

High Income Fund

(former Strong High Yield Bond)

949917538

SHYYX

3110

[**]

Institutional Emerging Markets Fund (former XX Xxxxxxxxxx Inst Emerging Markets)

00000X000

MIEMX

945

[**]

Large Company Growth Fund

949915607

WLCSX

706

[**]

Mid Cap Disciplined Fund

949915482

WFMIX

3138

[**]

Outlook 2010 Fund

949915201

WFOAX

708

[**]

Outlook 2020 Fund

949915300

WFOBX

709

[**]

Outlook 2030 Fund

949915409

WFOOX

710

[**]

Outlook 2040 Fund

949915508

WFOSX

711

[**]

Outlook Today Fund

949915102

WOTDX

707

[**]

Overseas Fund

949915193

WFIIX

3112

[**]

(former

Bond)

Short Duration Government Bond Fund

XX Xxxxxxxxxx Short Duration Govt

(New)

949917595

WSGIX

3145

[**]

Short-Term Bond Fund

949917652

SSHIX

3102

[**]

Small Cap Disciplined Fund

(former Strong Small Company Value)

949915235

WFSSX

3143

[**]

Small Cap Growth Fund

949915219

WFSIX

3139

[**]

Total Return Bond Fund

(former XX Xxxxxxxxxx Total Return Bond)

00000X000

MBFIX

944

[**]

Ultra Short-Term Income Fund

949917744

SADIX

3104

[**]

Inv

Asia Pacific Fund

949915136

SASPX

3225

[**]

Inv

Balanced Fund

949917306

STADX

3208

[**]

Inv

Capital Growth Fund

(former Strong Large Company Growth)

949915623

SLGIX

3204

[**]

Inv

Corporate Bond Fund

949917488

STCBX

3210

[**]

Inv

Discovery Fund

949915342

STDIX

3217

[**]

Inv

Dividend Income Fund

949915847

SDVIX

3223

[**]

Inv

Enterprise Fund

949915383

SENTX

3251

[**]

Inv

Government Securities Fund

949917561

STVSX

3213

[**]

Inv

Growth and Income Fund

949915755

St4RIX

3232

[**]

Inv

Growth Fund

949915680

SGROX

3226

[**]

Inv

High Income Fund

(former Strong High Yield Bond)

949917520

STHYX

3233

[**]

Inv

Index Fund

949915730

WFVEX

3278

[**]

Inv

Intermediate Tax-Free Fund

949917850

SIMBX

3269

[**]

Inv

Large Cap Growth Fund

949915532

STRFX

3209

[**]

Inv

LifeStage—Aggressive Portfolio

¹949917405

SAGGX

3264

[**]

Inv

LifeStage—Conservative Portfolio

949917603

SCONX

3257

[**]

Inv

LifeStage—Moderate Portfolio

949917504

SMDPX

3263

[**]

Inv

Mid Cap Disciplined Fund

949915490

SMCPX

3255

[**]

Inv

Municipal Bond Fund

949917819

SXFIX

3215

[**]

Inv

Opportunity Fund

949915466

SOPFX

3212

[**]

Inv

Overseas Fund

949915185

SOVRX

3249

[**]

Inv

Short-Term Bond Fund

949917645

SSTBX

3216

[**]

Inv

Short-Term High Yield Bond Fund

949917629

STHBX

3242

[**]

Inv

Short-Term Municipal Bond Fund

949917868

STSMX

3220

[**]

Inv

Small Cap Disciplined Fund

(former Strong Small Company Value)

949915243

SCOVX

3205

[**]

Inv

Small Mid Cap Value Fund

949915268

SMMVX

3207

[**]

Inv

Ultra Short-Term Income Fund

949917736

STADX

3218

[**]

Inv

Ultra Short-Term Municipal Income

949917801

SMUAX

3230

[**]

Inv

Value Fund

00000X000

CBTAX

1872

[**]

Common Stock Fund

949915417

STCSX

3219

[**]

Common Stock Fund

949915416

STCSX

3218

[**]

Large Company Core Fund

949915797

WLCZX

3280

Closed to new Investors

[**]

Large Company Growth Fund

949915540

WFLZX

3281

Closed to new investors

[**]

Mid Cap Growth Fund

(former XX Xxxxxxxxxx Mid Cap Growth)

949915334

WFMZX

3282

[**]

(former

Mid Cap Growth Fund

XX Xxxxxxxxxx Mid Cap Growth)

949915333

WFMZX

3281

[**]

Small Cap Value Fund

949915284

SSMVX

3246

[**]

(former

Ultra Short Duration Bond Fund

Strong Short Duration)

949917660

STGBX

3227

Closed to new investors

EXHIBIT E

ADVISORY SERVICES PROGRAM APPENDIX

SERVICES AND FEES

Services Provided by Nationwide

Capitalized terms used herein shall have the meanings ascribed to them in the Agreement, as amended by the Amendment. The following shall be performed by, the appropriate Nationwide subsidiaries listed on Exhibit A , each which subsidiary shall be and remain duly registered under all applicable federal and state securities laws to the extent required to perform the services being performed by it hereunder (“Nationwide Subsidiaries”) or their agents, including Agent:

1.	Establish and maintain an omnibus account with each Fund for the benefit of Participants (“Omnibus Account”).

2.	Transmit to the Xxxxx Fargo Companies purchase, redemption and related instructions and facilitate money settlement with respect to the Omnibus Accounts. Such activities shall be performed as set forth in the Trading and Processing Procedures section of this Exhibit to the Agreement.

3.	Facilitate payment to Participants of the proceeds of redemptions, dividends and other distributions.

Coordinate with a third party print mail provider, and at the request of the Xxxxx Fargo Companies, provide that third party with such information as is necessary for it to mail to Participants, among other things: (a) periodic account statements, (b) 1099R documentation, (c) Fund proxies, prospectus supplements, annual reports of the Funds, all as are provided by the Xxxxx Fargo Companies.

Reconcile share positions for the Advisory Services Program and upon request provide certification to the Xxxxx Fargo Companies with respect thereto. In connection therewith, the Xxxxx Fargo Companies shall provide to NISC or its agents daily confirmation of all trade activity and share positions for the Omnibus Accounts.

6.	Maintain records for each Participant which shall reflect shares purchased and redeemed, as well as account and share balances.

Act as service agent in connection with dividend and distribution functions; shareholder account and administrative agent functions in connection with the issuance, transfer, and redemption or repurchase of Fund shares. NISC or its agents shall create and maintain all records required of i pursuant to its duties hereunder and as set forth herein pursuant to applicable laws, rules and regulations, including records required by Section 31(a) of the 1940 Act. Where applicable, such records shall be maintained for the periods and in the places required by Rule 31a-2 under the 1940 Act.

Administrative Services and Fees

Nationwide, through the Nationwide Subsidiaries and/or their agents shall perform certain administrative services described above (“Services”) on behalf of the Funds offered through the Advisory Services Program, and the Xxxxx Fargo Companies agree to pay Nationwide a fee in consideration thereof

In consideration for the Services (as described above) to be provided by Nationwide and/or its agents in the Advisory Services Program pursuant to this Exhibit to the Agreement, the Xxxxx Fargo Companies will calculate and pay Nationwide a fee (“Service Fee”) at an annualized rate equal to the rates shown below of the average daily net assets of each Fund held by Participants during the period in which they were earned (such fee is described below).

2.	The Service Fees will be paid to Nationwide as soon as practicable, but no later than 30 days after the end of the period in which they were earned. The Service Fees will be paid on a quarterly or monthly basis.

Nationwide and/or its agents will perform all administrative and shareholder services with respect to the Advisory Services Program, including but not limited to: (i) maintaining separate records for each Participant, which records shall reflect shares purchased and redeemed, as well as account and share balances; (ii) acting as service agent in connection with dividend distribution functions; (iii) performing shareholder account and administrative functions in connection with the issuance, transfer, redemption, and repurchase of Fund shares; (iv) distributing to the extent required by applicable law, Fund prospectuses, Fund proxy materials, periodic fund reports, and other materials that the Funds are otherwise required to provide to their shareholders or prospective shareholders, (v) generating written confirmations and quarterly statements, and (vi) maintaining and preserving all records required by law to be maintained and preserved in connection with the Advisory Services Program.

4.	Nationwide and the Xxxxx Fargo Companies agree that the Service Fee described in this Exhibit to the Agreement is for administrative services only and does not constitute payment in any manner for investment advisory services.

The parties agree that a Service Fee will be paid to Nationwide according to this Exhibit to the Agreement with respect to each Fund as long as shares of such Fund are held by Participants and Nationwide continues to provide the administrative services as described herein. This provision will survive termination of the Agreement and this Exhibit.

The Xxxxx Fargo Companies recognize that Nationwide incurs certain expenses relating to offering Funds in the Advisory Services Program. The Xxxxx Fargo Companies agree to pay Nationwide (i) an initial set up fee of $1,500 per Fund, and (ii) an annual maintenance fee of $1,000 per Fund. Nationwide will invoice the Xxxxx Fargo Companies for these fees.

Fee

Class

Xxxxx Fargo Advantage Funds—Name

Cusip

cker

Fund #

Comments

[**]

Asset Allocation Fund

00000X000

SFAAX

458

[**]

C&B Mid Cap Value Fund

94975,1250

BMAX

1857

[**]

Common Stock Fund

949915441

CSAX

3301

[**]

Diversified Equity Fund

00000X000

NVDAX

[**]

Emerging Markets Focus Fund

(former XX Xxxxxxxxxx Emerging Markets

Focus)

00000X000

MFFAX

936

[**]

Endeavor Large Cap Fund

949915664

STALX

3312

[**]

Endeavor Select Fund
(former Strong Adv Select)

949915599

STAEX

3310

[**]

Equity Income Fund

00000X000

NVAEX

465

[**]

I^A

Equity Value Fund

(formerly WF Large Value)

00000X000

LVAX

1090

[**]

Growth Balanced Fund

00000X000

FGBX

117

[**]

I^A

Growth Equity Fund

949750819

NVEAX

[**]

High Yield Bond Fund

00000X000

YBAX

1805

[**]

Income Plus Fund

00000X000

TYAX

[**]

I^A

Inflation-Protected Bond Fund

94975,1730

IPBAX

1753

[**]

Intermediate Government Income Fund

00000X000

VGAX

471

[**]

International Core Fund

949915177

FIAX

3311

[**]

I^A

International Equity Fund

00000X000

SILAX

[**]

(¹/₄

International Value Fund

00000X000

WFFAX

1828

[**]

Large Cap Appreciation Fund

00000X000

WFAPX

1810

[**]

Large Company Core Fund

949915839

SLGAX

3300

[**]

Large Company Growth Fund

00000X000

NVLAX

327

[**]

Mid Cap Growth Fund

(former XX Xxxxxxxxxx Mid Cap Growth)

00000X000

WFMCX

‘1698

[**]

Moderate Balanced Fund

00000X000

WFMAX

1854

[**]

National Limited-Term Tax-Free

00000X000

WNLAX

1851

[**]

National Tax Free Fund

00000X000

NWTFX

480

[**]

Outlook 2010 Fund

949756272

STNRX

702

[**]

;Outlook 2020 Fund

00000X000

STTRX

703

[**]

Outlook 2030 Fund

00000X000

STHRX

704

[**]

Outlook 2040 Fund

00000X000

STFRX

705

[**]

Outlook Today Fund

00000X000

STWRX

701

[**]

Short Duration Government Bond Fund (former XX Xxxxxxxxxx Short Duration Govt Bond)

94975.1573

MSDAX

932

[**]

Small Cap Growth Fund

00000X000

MNSCX

927

[**]

Small Cap Value Fund

949915326

SCVAX

3306

[**]

Small Company Growth Fund

00000X000

WFSAX

1848

[**]

Small Company Value Fund

00000X000

SCVAX

1815

Closed to new investors

[**]

(former

Specialized Financial Services Fund

WF SIFE Specialized Financial Services)

00000X000

SIFEX

1818

[**]

Specialized Health Sciences Fund

94975.1508

WFHAX

1801

[**]

Specialized Technology Fund

00000X000

WFSTX

1600

[**]

Stable Income Fund

00000X000

NVDAX

[**]

Strategic

Income Fund

949917462

SASAX

3308

[**]

Total
(former

Return Bond Fund
XX Xxxxxxxxxx Total Return Bond)

00000X000

MBFAX

940

[**]

U.S. Value Fund

949915706 WFUAX

3303

Itra Short Duration Bond Fund

former Strong Short Duration)

949917694

TSDX

302

[**]

Adv

Corporate Bond Fund

“949917470

SCBDX

3001

[**]

Adv

Enterprise Fund

949915375

SENAX

3018

[**]

Adv

Government Securities Fund

949917553

SGVDX

3004

[**]

Adv

Growth and Income Fund

949915748

SGNAX

3012

[**]

Adv

Growth Fund

949915672

SGRAX

3009

[**]

Adv

High Income Fund

(former Strong High Yield Bond)

949917512

SHBAX

3014

[**]

Adv

Short-Term Bond Fund

949917637

SSTVX

3005

[**]

Adv

Short-Term High Yield Bond Fund

949917611

SSTHX

3017

[**]

Adv

Ultra Short-Tenn Income Fund

949917728

SADAX

3006

[**]

C8B Large Cap Value Fund

00000X000

CBEQX

1866

[**]

C8B Mid Cap Value Fund

00000X000

CBMDX

1860

[**]

Inv

Asia Pacific Fund

949915136

SASPX

3225

[**]

Inv

Capital Growth Fund

(former Strong Large Company Growth)

949915623

SLGIX

)3204

[**]

Inv

Discovery Fund

949915342

STDIX

3217

[**]

Inv

Dividend Income Fund

949915847

SDVIX

3223

[**]

Inv

Enterprise Fund

949915383

1SENTX

3251

[**]

Inv

Government Securities Fund

949917561

STVSX

3213

[**]

Inv

Growth and Income Fund

949915755

XXXXX

0000

[**]

Inv

Growth Fund

949915680

SGROX

3226

[**]

Inv

Intermediate Tax-Free Fund

949917850

SIMBX

3269

[**]

Inv

Large Cap Growth Fund

949915532

STRFX

3209

[**]

Inv

LifeStage - Aggressive Portfolio

949917405

SAGGX

3264

[**]

Inv

LifeStage - Conservative Portfolio

949917603

SCONX

3257

[**]

Inv

LifeStage - Moderate Portfolio

949917504

SMDPX

3263

[**]

Inv

Mid Cap Disciplined Fund

949915490

SMCDX

3255

[**]

Inv

Municipal Bond Fund

949917819

SXFIX

3215

[**]

Inv

Opportunity Fund

949915466

SOPFX

3212

[**]

Inv

Overseas Fund

949915185

SOVRX

3249

[**]

Inv

Short-Term High Yield Bond Fund

949917629

STHBX

3242

[**]

Inv

Short-Term Municipal Bond Fund

949917868

STSMX

3220

[**]

Inv

Small Cap Disciplined Fund

{former Strong Small Company Value)

949915243

SCOVX

3205

[**]

Inv

Small/Mid Cap Value Fund

949915268

SMMVX

3207

[**]

Inv

Ultra Short-Term Municipal Income

949917801

SMUAX

3230

[**]

Inv

Value Fund

00000X000

CBTAX

1872

[**]

Common Stock Fund

949915416

STCSX

3218

[**]

{former

Mid Cap Growth Fund

XX Xxxxxxxxxx Mid Cap Growth)

949915333

WFMZX

3281

[**]

TRADING

Subject to the terms and conditions of this Agreement, Nationwide will direct its Agent to receive instructions from duly authorized parties for the purchase and redemption of Fund shares prior to the close of regular trading each Business Day. A “Business Day” shall mean any day on which the New York Stock Exchange is open for trading and on which the Fund calculates its net asset value as set forth in the Fund’s most recent prospectus and Statement of Additional Information. Except as particularly stated in this paragraph, Nationwide shall have no authority to act on behalf of the Xxxxx Fargo Companies 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 distribution of the shares as may be provided in the provisions outlined in the Trading and Processing Procedures section described below, as well as to follow any applicable federal and/or state securities laws, rules or regulations.

TRADING AND PROCESSING PROCEDURES

On each Business Day, NISC or its agents, may receive transaction instructions with respect to the Advisory Services Program or Participants for the purchase or redemption of shares of the Funds (“Trade Instructions”). Trade Instructions received in good order and accepted by NISC or its agents prior to the close of regular trading on the New York Stock Exchange (the “Close of Trading”) on any given Business Day and transmitted to the Xxxxx Fargo Companies (i) by 11:59 p.m. Eastern Time if automated, and (ii) 6:00 p.m. Eastern Time if manual on such Business Day will be executed by the Xxxxx Fargo Companies at the net asset value determined as of the Close of Trading on such Business Day. Any Trade Instructions received by NISC, or its agents, on such day but after the Close of Trading will be executed by the Xxxxx Fargo Companies at the net asset value determined as of the Close of Trading on the next Business Day following the day of receipt of such Trade Instructions. The day on which a Trade Instruction is executed by the Company pursuant to the provisions set forth above is referred to herein as the “Effective Trade Date.”

Upon the timely receipt from NISC or its agents of the Trade Instructions described in above paragraph, the Xxxxx Fargo Companies will execute the purchase or redemption transactions (as the case may be) with respect to the Advisory Services Program at the net asset value computed as at the Close of Trading on the Effective Trade Date. Such purchase and redemption transactions will settle on the Business Day next following the Effective Trade Date. Payments for net purchase and net redemption orders shall be made though the NSCC’s settlement process or by wire transfer by NISC or its agents (for net purchases) or by the Xxxxx Fargo Companies (for net redemptions) to the account designated by the appropriate receiving party on the Business Day following the Effective Trade Date. 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 Trade Instructions. Trade Instructions will be settled on the next Business Day on which the Federal Reserve Wire Transfer System is open and the Effective Trade Date will apply.

In the event that NISC or its agents is in receipt of Trade Instructions in good order and is unable to transmit the Trade Instructions to the Xxxxx Fargo Companies by the above referenced deadlines, the Xxxxx Fargo Companies will accept the trades after such deadlines and before 10:00 a.m. Eastern Time on the day following the Effective Trade Date. NISC or its agents will furnish the Xxxxx Fargo Companies with an estimate of the net purchase or net redemption activity no later than 10:00 a.m. Eastern Time on the day following the Effective Trade Date. Payments for purchases and redemptions shall be made by wire transfer on the day following the Effective Trade Date.

VOTING

Nationwide and/or its agents shall distribute or cause to distribute all Fund proxy material furnished by the Company directly to Participants.

LIMITATION

Except as particularly set forth herein, neither party assumes any responsibility hereunder and will not be liable to the other for any damages, loss of data, delay or any other loss whatsoever caused by events beyond its control.

CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN REDACTED BECAUSE IT IS BOTH NOT MATERIAL AND WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED.

THIRD AMENDMENT TO FUND AGREEMENT

This Third Amendment to Fund Agreement (“Amendment”) is made as of October 24, 2006, by and between Nationwide Financial Services, Inc (“NFS” or “Nationwide”), Xxxxx Fargo Funds Management, LLC (“Adviser”) and Xxxxx Fargo Funds Trust (the “Trust”) (the Adviser and the Trust collectively referred to as the “Xxxxx Fargo Companies”). Reference is made to the Fund Agreement made as of July 1, 2003 between Nationwide, Adviser and the Trust, as amended by First Amendment to the Fund Agreement dated July 26, 2004, and by Second Amendment to the Fund Agreement date April 19, 2006 (the “Agreement”). All capitalized terms used in this Amendment and not defined herein shall have the same meaning ascribed to them in the Agreement.

RECITALS

WHEREAS, Nationwide provides administrative and/or record keeping services to various Plans pursuant to the Agreement;

WHEREAS, the Funds are currently offered as investment options in Variable Products and Trust Accounts offered by Nationwide as funding vehicles to Plans pursuant to the Agreement;

WHEREAS, the parties desire to amend certain portions of the Agreement;

NOW, THEREFORE, in consideration of the foregoing and the mutual promises set forth below, the parties hereto agree as follows:

1. The table set forth at the end of Exhibit C to the Agreement is hereby deleted in its entirety and the table under the heading Exhibit C Table attached hereto shall be inserted in lieu thereof. Other than the table, the rest of Exhibit C to the Agreement remains in force and effect as originally stated.

2. Except as specifically set forth herein, all other provisions of the Agreement shall remain in full force and effect as stated therein.

3. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

SIGNATURES ON FOLLOWING PAGE REMAINDER OF PAGE INTENTIONALLY BLANK

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



NATIONWIDE FINANCIAL SERVICES, INC.

By:		/s/ Xxxxx X. Xxxxxx

Name:		Xxxxx X. Xxxxxx

Title:		Attorney-in-Fact

XXXXX FARGO FUNDS MANAGEMENT, LLC
“Adviser”

By:		/s/ Xxxxx Xxxxxxx

Name:		Xxxxx Xxxxxxx

Title:		President

XXXXX FARGO FUNDS TRUST
“Trust”

By:		/s/ Xxxxx Xxxxx

Name:		Xxxxx Xxxxx

Title:		Assistant Secretary

EXHIBIT C TABLE

Xxxxx Fargo Advantage Funds (Sorted by Name


Class	Fund Name	Ticker	Fee	Comments
Admin	Aggressive Allocation Fund (former WF Strategic Growth Allocation)	BEX	[**]	[**]
Inv	sia Pacific Fund	SASPX	[**]	[**]
A	sset Allocation Fund	FAAX	[**]	[**]
Admin	sset Allocation Fund	XXXX	[**]	[**]
Inv	alanced Fund	TAAX	[**]	[**]
O	&B Large Cap Value Fund	BEQX	[**]	[**]
A	&B Large Cap Value Fund	BEAX	[**]	[**]
Admin	&B Large Cap Value Fund	BLLX	[**]	[**]
	&B Large Cap Value Fund	BLSX	[**]	[**]
A	&B Mid Cap Value Fund	BMAX	[**]	[**]
D	8B Mid Cap Value Fund	BMDX	[**]	[**]
Admin	&B Mid Cap Value Fund	BMIX	[**]	[**]
	&B Mid Cap Value Fund	BMSX	[**]	[**]
I	Capital Growth Fund (New) former Strong Large Company Growth)	CIX	[**]	[**]
Inv	Capital Growth Fund former Strong Large Company Growth)	LGIX	[**]	[**]
Admin	Capital Growth Fund former Strong Large Company Growth)	CDX	[**]	[**]
A	Common Stock Fund	CSAX	[**]	[**]
Z	Common Stock Fund	TCSX	[**]	[**]
Z	Common Stock Fund	TCSX	[**]	[**]
Admin	Conservative Allocation Fund (former WF Strategic Income)	VCBX	[**]	[**]
Adv	Corporate Bond Fund	CBDX	[**]	[**]
Inv	Corporate Bond Fund	TCBX	[**]	[**]
I	Corporate Bond Fund	CBNX	[**]	[**]
Inv	Discovery Fund	TDIX	[**]	[**]
Admin	Discovery Fund	DDX	[**]	[**]
Admin	Diversified Bond Fund	VMFX	[**]	[**]
A	Diversified Equity Fund	VDAX	[**]	[**]
Admin	Diversified Equity Fund	VDEX	[**]	[**]
Admin	Diversified Small Cap Fund	VDSX	[**]	[**]
Inv	Dividend Income Fund	DVIX	[**]	[**]
Admin	Dividend Income Fund	DX	[**]	[**]
A	xx Xxxxx Target 2010 Fund	STNRX	[**]	[**]
Admin	xx Xxxxx Target 2010 Fund	WFLGX	[**]	[**]
1	xx Xxxxx Xxxxxx 0000 Xxxx	XXXXX	[**]	[**]
A	xx Xxxxx Target 2020 Fund	STTRX	[**]	[**]
A -htin	xx Xxxxx Target 2020 Fund	WFLP	[**]	[**]
	xx Xxxxx Target 2020 Fund	WFOBX	[**]	[**]
A	xx Xxxxx Tar et 2030 Fund	STHRX	[**]	[**]
Admin	Dow Xxxxx Target 2030 Fund	WFLIX	0.35	[**]
	Dow Xxxxx Target 2030 Fund	WFOOX	0.00


(	Dow Xxxxx Target 2040 Fund	‘_ISTFRX	[**]	[**]
Admin	Dow Xxxxx Target 2040 Fund	[**]	[**]
I	Dow Xxxxx Target 2040 Fund	[**]	[**]
A	Dow Xxxxx Target Today Fund	[**]	[**]
Admin	Dow Xxxxx Target Today Fund	[**]	[**]
	Dow Xxxxx Target Today Fund	[**]	[**]
A	Emerging Markets Focus Fund former XX Xxxxxxxxxx Emerging Markets Focus)	[**]	[**]
Admin	Emerging Markets Focus Fund former XX Xxxxxxxxxx Emerging Markets Focus)	[**]	[**]
A	Endeavor Large Cap Fund	[**]	[**]
Admin	Endeavor Select Fund	[**]	[**]
1	Endeavor Select Fund	[**]	[**]
A	Endeavor Select Fund former Strong Adv Select)	[**]	[**]
Adv	Enterprise Fund	[**]	[**]
Inv	Enterprise Fund	[**]	[**]	Closed to new investors
Admin	Enterprise Fund	[**]	[**]
I	Enterprise Fund	[**]	[**]
A	Equity Income Fund	[**]	[**]
Admin	Equity Income Fund	[**]	[**]
A	Equity Index Fund	[**]	[**]
A	Equity Value Fund formerly WF Large Value)	[**]	[**]
tin	Equity Value Fund formerly WF Large Value)	[**]	[**]
Inv	Government Securities Fund	[**]	[**]	Rate for Assets Funded Prior to October 1, 2006 is 0.40%
Adv	Government Securities Fund	[**]	[**]
Admin	Government Securities Fund	[**]	[**]
I	Government Securities Fund	[**]	[**]
Adv	Growth and Income Fund	[**]	[**]
Inv	Growth and Income Fund	[**]	[**]
Admin	Growth and Income Fund	[**]	[**]
	Growth and Income Fund	[**]	[**]
A	Growth Balanced Fund	[**]	[**]
Admin	Growth Balanced Fund	[**]	[**]
A	Growth Equity Fund	[**]	[**]
Admin	Growth Equity Fund	[**]	[**]
1	Growth Equity Fund	[**]	[**]
Adv	Growth Fund	[**]	[**]
Inv	Growth Fund	[**]	[**]	Closed to new investors
Admin	Growth Fund	[**]	[**]
	Growth Fund	[**]	[**]
Adv	High Income Fund former Strong High Yield Bond)	[**]	[**]
Inv	High Income Fund former Strong High Yield Bond)	[**]	[**]
	High Income Fund former Strong High Yield Bond)	[**]	[**]
	High Yield Bond Fund	[**]	[**]
	Income Fund	[**]	[**]
Admin	Index Fund	[**]	[**]
Inv	Index Fund	[**]	[**]


	Inflation-Protected Bond Fund	IPBAX	[**]	[**]
Admin	Inflation-Protected Bond Fund	IPBIX	[**]	[**]
A	Intermediate Government Income Fund	NVGAX	[**]	[**]
Admin	Intermediate Government Income Fund	NVGIX	[**]	[**]
Inv	Intermediate Tax-Free Fund	SIMBX	[**]	[**]
	International Core Fund	WFIAX	[**]	[**]
Admin	International Core Fund	WFIDX	[**]	[**]
A	International Equity Fund	SILAX	[**]	[**]
Admin	International Equity Fund	WFIEX	[**]	[**]
A	International Value Fund	WFFAX	[**]	[**]
Admin	International Value Fund	WFVDX	[**]	[**]
A	Large Cap Appreciation Fund	WFAPX	[**]	[**]
Admin	Large Cap Appreciation Fund	WFAKX	[**]	[**]
Inv	Large Cap Growth Fund	STRFX	[**]	[**]
A	Large Company Core Fund	SLGAX	[**]	[**]
Admin Z	Large Company Core Fund	S.LCKX	[**]	[**]
Admin Z	Large Company Core Fund	WLCZX	[**]	[**]
A	Large Company Growth Fund	NVLAX	[**]	[**]
Admin	Large Company Growth Fund	NVLCX	[**]	[**]
Z	Large Company Growth Fund	WFLZX	[**]	[**]
I	Large Company Growth Fund	WLCSX	[**]	[**]
Inv	LifeStage—Aggressive Portfolio	SAGGX	[**]	[**]
Inv	Life-Stage—Conservative Portfolio	SCONX	[**]	[**]
Inv	Life-Stage—Moderate Portfolio	SMDPX	[**]	[**]
	Mid Cap Disciplined Fund	SMCDX	[**]	[**]
Admin	Mid Cap Disciplined Fund	WFMDX	[**]	[**]
I	Mid Cap Disciplined Fund	WFMIX	[**]	[**]
	Mid Cap Growth Fund (former XX Xxxxxxxxxx Mid Cap Growth)	WFMCX	[**]	[**]
	Mid Cap Growth Fund (former XX Xxxxxxxxxx Mid Cap Growth)	WFMZX	[**]	[**]
	Mid Cap Growth Fund (former XX Xxxxxxxxxx Mid Cap Growth)	WFMZX	[**]	[**]
	Moderate Balanced Fund	WFMAX	[**]	[**]
Admin	Moderate Balanced Fund	WVMBX	[**]	[**]
	Municipal Bond Fund	SXFIX	[**]	[**]
	- National Limited-Term Tax-Free	WNLAX	[**]	[**]
	National Tax Free Fund	NWTFX	[**]	[**]
Adv	Opportunity Fund	SOPVX	[**]	[**]
Inv	Opportunity Fund	SOPFX	[**]	[**]
Admin	Opportunity Fund	WOFDX	[**]	[**]
Inv	Overseas Fund	SOVRX	[**]	[**]
I	Overseas Fund	WFIIX	[**]	[**]
	Short Duration Government Bond Fund (former XX Xxxxxxxxxx Short Duration Govt Bond)	MSDAX	[**]	[**]
Admin	Short Duration Government Bond Fund (former XX Xxxxxxxxxx Short Duration Govt Bond)	MNSGX	[**]	[**]
	Short Duration Government Bond Fund (former XX Xxxxxxxxxx Short Duration Govt Bond) (New)	WSGIX	[**]	[**]
Adv	Short-Term Bond Fund	SSTYX	[**]	[**]
Inv	Short-Term Bond Fund	SSTBX	[**]	[**]
I	Short-Term Bond Fund	SSHIX	[**]	[**]


I	Short-Term High Yield Bond Fund	SSTHX	[**]	[**]
Inv	Short-Term High Yield Bond Fund	STHBX	[**]	[**]
Inv	Short-Term Municipal Bond Fund	STSMX	[**]	[**]
Inv	Small Cap Disciplined Fund (former Strong Small Company Value)	SCOVX	[**]	[**]
Admin	Small Cap Disciplined Fund (former Strong Small Company Value)	WFSDX	[**]	[**]
I	Small Cap Disciplined Fund (former Strong Small Company Value)	WFSSX	[**]	[**]
A	Small Cap Growth Fund	MNSCX	[**]	[**]
Admin	Small Cap Growth Fund	WMNIX	[**]	[**]
1	Small Cap Growth Fund	WFSIX	[**]	[**]
Admin	Small Cap Opportunities Fund	NVSOX	[**]	[**]
A	Small Cap Value Fund	SMVAX	[**]	[**]
Z	Small Cap Value Fund	SSMVX	[**]	[**]
A	Small Company Growth Fund	WFSAX	[**]	[**]
Admin	Small Company Growth Fund	NVSCX	[**]	[**]
A	Small Company Value Fund	SCVAX	[**]	[**]
Admin	Small Company Value Fund	SCVIX	[**]	[**]
Inv	Small/Mid Cap Value Fund	SMMVX	[**]	[**]
Admin	Small/Mid Cap Value Fund	WWMDX	[**]	[**]
A	Specialized Financial Services Fund (former WF SIFE Specialized Financial Services)	SIFEX	[**]	[**]
A	Specialized Health Sciences Fund	WFHAX	[**]	[**]
A	Specialized Technology Fund	WFSTX	[**]	[**]
	Stable Income Fund	NVSAX	[**]	[**]
Admin	Stable Income Fund	NVSIX	[**]	[**]
A	Strategic Income Fund	SASAX	[**]	[**]
A	Total Return Bond Fund (former XX Xxxxxxxxxx Total Return Bond)	MBFAX	[**]	[**]
Admin	Total Return Bond Fund (former XX Xxxxxxxxxx Total Return Bond)	MNTRX	[**]	[**]
	Total Return Bond Fund (former XX Xxxxxxxxxx Total Return Bond)	MBFIX	[**]	[**]
A	U.S. Value Fund	WFUAX	[**]	[**]
Admin	U.S. Value Fund	SEQKX	[**]	[**]
A	(former Ultra Short Duration Bond Fund Strong Short Duration)	STSDX	[**]	[**]
Z	(former Ultra Short Duration Bond Fund Strong Short Duration)	STGBX	[**]	[**]
Adv	Ultra Short-Term Income Fund	SADAX	[**]	[**]
	Ultra Short-Term Income Fund	WUSDX	[**]	[**]
	Ultra Short-Term Income Fund	STADX	[**]	[**]
	Ultra Short-Term Income Fund	SADIX	[**]	[**]
v	Ultra Short-Term Municipal Income	SMUAX	[**]	[**]
Inv	Value Fund	CBTAX	[**]	[**]

Pensions—Innovator Eligible Funds ([**]bps)


Class	Xxxxx Fargo Advantage Funds—Name	tricker	Rate (%)	Comments
Inv	Asia Pacific Fund	SASPX	[**]	[**]
A	C&B Mid Cap Value Fund	CBMAX	[**]	[**]
Inv	Capital Growth Fund	SLGIX	[**]	[**]
A	Common Stock Fund	SCSAX	[**]	[**]
Inv	Discovery Fund	STDIX	[**]	[**]
A	Dow Xxxxx Target 2010 Fund	STNRX	[**]	[**]
A	Dow Xxxxx Target 2020 Fund	STTRX	[**]	[**]
A	Dow Xxxxx Target 2030 Fund	STHRX	[**]	[**]
A	Dow Xxxxx Target 2040 Fund	STFRX	[**]	[**]
A	Dow Xxxxx Target Today Fund	STWRX	[**]	[**]
A	Emerging Markets Focus Fund	MFFAX	[**]	[**]
A	Endeavor Large Cap Fund	STALX	[**]	[**]
A	Endeavor Select Fund	STAEX	[**]	[**]
Adv	Enterprise Fund	SENAX	[**]	[**]
A	Equity Value Fund	WLVAX	[**]	[**]
Inv	Government Securities Fund	STVSX	[**]	[**]
Adv	Growth Fund	SGRAX	[**]	[**]
A	International Core Fund	WFIAX	[**]	[**]
	International Equity Fund	SILAX	[**]	[**]
A	International Value Fund	WFFAX	[**]	[**]
A	Large Cap Appreciation Fund	WFAPX	[**]	[**]
Inv	Mid Cap Disciplined Fund	SMCDX	[**]	[**]
A	Mid Cap Growth Fund	WFMCX	[**]	[**]
Adv	Opportunity Fund	SOPVX	[**]	[**]
Inv	Small Cap Disciplined Fund	SCOVX	[**]	[**]
A	Small Cap Growth Fund	MNSCX	[**]	[**]
A	Small Company Growth Fund	WFSAX	[**]	[**]
Inv	Small/Mid Cap Value Fund	SMMVX	[**]	[**]
A	Strategic Income Fund	SASAX	[**]	[**]

Pensions Eligible Funds ([**]bps)


Class	Lens Fargo Advantage Funds—Name	Ticker	Rate (%)	Comments
D	C&B Large Cap Value Fund	CBEQX	[**]	[**]
D	C&B Mid Cap Value Fund	CBMDX	[**]	[**]
Adv	Corporate Bond Fund	SCBDX	[**]	[**]
Inv	Enterprise Fund	SENTX	[**]	[**]
Inv	Growth and Income Fund	SGRIX	[**]	[**]
A	Growth Balanced Fund	WFGBX	[**]	[**]
Inv	Growth Fund	SGROX	[**]	[**]
A	Inflation-Protected Bond Fund	IPBAX	[**]	[**]
A	Intermediate Government Income Fund	NVGAX	[**]	[**]
Inv	Large Cap Growth Fund	STRFX	[**]	[**]
A	large Company Core Fund	SLGAX	[**]	[**]
A	large Company Growth Fund	4VLAX	[**]	[**]
Inv	Opportunity Fund	SOPFX	[**]	[**]
A	Short Duration Government Bond Fund	7ASDAX	[**]	[**]
Adv	Short-Term Bond Fund	SSTVX	[**]	[**]
Inv	Short-Term High Yield Bond Fund	STHBX	[**]	[**]
A	Small Cap Value Fund	SMVAX	[**]	[**]
A	Small Company Value Fund	SCVAX	[**]	[**]
A	Total Return Bond Fund	MBFAX	[**]	[**]
Adv	Ultra Short-Term Income Fund	SADAX	[**]	[**]

Additional Fund Availability—NRS

NRS may use the Institutional Class funds listed below, in addition to any of the funds listed elsewhere in this Exhibit C.


Class	Xxxxx Fargo Advantage Funds—Name	Ticker	Rate (%)_	Comments
Institutional	C&B Large Cap Value Fund	CBLSX	[**]	[**]
institutional	C&B Mid Cap Value Fund	CBMSX	[**]	[**]
Institutional	Capital Growth Fund	WVVCIX	[**]	[**]
Institutional	Corporate Bond Fund	SCBNX	[**]	[**]
Institutional	Discovery Fund	WFDSX	[**]	[**]
Institutional	Endeavor Select Fund	WFCIX	[**]	[**]
Institutional	Enterprise Fund	WFEIX	[**]	[**]
Institutional	Equity Value Fund	WLVSX	[**]	[**]
Institutional	/Government Securities Fund	SGVIX	[**]	[**]
Institutional	Growth and Income Fund	SGNIX	[**]	[**]
Institutional	Growth Equity Fund	WGEIX	[**]	[**]
Institutional	Growth Fund	SGRNX	[**]	[**]
Institutional	High Income Fund	SHYYX	[**]	[**]
Institutional	international Equity Fund	WFISX	[**]	[**]
Institutional	International Value Fund	WFVIX	[**]	[**]
Institutional	Large Cap Appreciation Fund	WFASX	[**]	[**]
Institutional	Large Company Growth Fund	VVLCSX	[**]	[**]
Institutional	Mid Cap Disciplined Fund	WFMIX	[**]	[**]
Institutional	Overseas Fund	WFIIX	[**]	[**]
Institutional	Short Duration Government Bond Fund	WSGIX	[**]	[**]
Institutional	Short-Term Bond Fund	SSHIX	[**]	[**]
Institutional	Small Cap Disciplined Fund	WFDSX	[**]	[**]
Institutional	Small Cap Growth Fund	WFCIX	[**]	[**]
Institutional	Small/Mid Cap Value Fund	WWMSX	[**]	[**]
Institutional	Dow Xxxxx Xxxxxx 0000 Xxxx	XXXXX	[**]	[**]
Institutional	pow Xxxxx 2020 Fund	WFOBX	[**]	[**]
Institutional	Dow Xxxxx 2030 Fund	WFOOX	[**]	[**]
institutional	Dow Xxxxx 2040 Fund	WFOSX	[**]	[**]
Institutional	Dow Xxxxx Today Fund	WOTDX	[**]	[**]
Institutional	Total Return Bond Fund	IMBFIX	[**]	[**]
Institutional	Ultra Short-Term Income Fund	SADIX	[**]	[**]

CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN REDACTED BECAUSE IT IS BOTH NOT MATERIAL AND WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED.

FOURTH AMENDMENT TO FUND AGREEMENT

This Fo_Arth Amendment to Fund Agreement (“Amendment”) is made as of August 1, 2007, by and between Nationwide Financial Services, Inc (“NFS” or “Nationwide”), Xxxxx Fargo Funds Management, LLC (“Adviser”) and Xxxxx Fargo Funds Trust (the “Trust”) (the Adviser and the Trust collectively referred to as the “Xxxxx Fargo Companies”). Reference is made to the Fund Agreement made as of July 1, 2003 between Nationwide, Adviser and the Trust, as amended by First Amendment to the Fund Agreement dated July 26, 2004, and by Second Amendment to the Fund Agreement dated April 19, 2006, and by Third Amendment to Fund Agreement dated October 24, 2006 (together, the “Agreement”). All capitalized terms used in this Amendment and not defined herein shall have the same meaning ascribed to them in the Agreement.

RECITALS

WHEREAS, Nationwide provides administrative and/or record keeping services to various Plans pursuant to the Agreement;

WHEREAS, the Funds are currently offered as investment options in Variable Products and Trust Accounts offered by Nationwide as funding vehicles to Plans pursuant to the Agreement;

WHEREAS, the parties desire to amend certain portions of the Agreement;

NOW, THEREFORE, in consideration of the foregoing and the mutual promises set forth below, the parties hereto agree as follows:

2. Except as specifically set forth herein, all other provisions of the Agreement shall remain in full force and effect as stated therein.

3. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

SIGNATURES ON FOLLOWING PAGE

REMAINDER OF PAGE INTENTIONALLY BLANK

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

EXHIBIT C TABLE

Xxxxx Fargo Advantage Funds (Sorted by Name’


Class	and Name	icker	Fee	Comments
Admin	ggressive Allocation Fund former WF Strategic Growth Allocation)	BEX	[**]	[**]
Inv	sia Pacific Fund	ASPX	[**]	[**]
A	sset Allocation Fund	FAAX	[**]	[**]
Admin	sset Allocation Fund	XXXX	[**]	[**]
Inv	alanced Fund	TAAX	[**]	[**]
D	&B Large Cap Value Fund	BEOX	[**]	[**]
A	&B Large Cap Value Fund	BEAX	[**]	[**]
Admin	&B Large Cap Value Fund	BLLX	[**]	[**]
I	&B Large Cap Value Fund	BLSX	[**]	[**]
A	&B Mid Cap Value Fund	BMAX	[**]	[**]
D	8B Mid Cap Value Fund	BMDX	[**]	[**]
Admin	&B Mid Cap Value Fund	BMIX	[**]	[**]
I	&B Mid Cap Value Fund	BMSX	[**]	[**]
	apital Growth Fund (New) former Strong Large Company Growth)	CIX	[**]	[**]
Inv	apital Growth Fund former Strong Large Company Growth)	LGIX	[**]	[**]
Admin	apital Growth Fund former Strong Large Company Growth)	FCDX	[**]	[**]
A	ommon Stock Fund	CSAX	[**]	[**]
Z	ommon Stock Fund	TCSX	[**]	[**]
Z	ommon Stock Fund	TCSX	[**]	[**]
Admin	onservative Allocation Fund former WF Strategic Income)	VCBX	[**]	[**]
Adv	orporate Bond Fund	CBDX	[**]	[**]
Inv	orporate Bond Fund	TCBX	[**]	[**]
I	orporate Bond Fund	CBNX	[**]	[**]
Inv	iscovery Fund	TDIX	[**]	[**]
Admin	iscovery Fund	FDDX	[**]	[**]
Admin	iversified Bond Fund	VMFX	[**]	[**]
A	‘versified Equity Fund	VDAX	[**]	[**]
Admin	iversified Equity Fund	VDEX	[**]	[**]
Admin	iversified Small Cap Fund	VDSX	[**]	[**]
Inv	ividend Income Fund	DVIX	[**]	[**]
Admin	ividend Income Fund	IDX	[**]	[**]
A	xx Xxxxx Target 2010 Fund	TNRX	[**]	[**]
Admin	xx Xxxxx Target 2010 Fund	LGX	[**]	[**]
I	xx Xxxxx Target 2010 Fund	OAX	[**]	[**]
A	xx Xxxxx Target 2020 Fund	TTRX	[**]	[**]
\dmin	xx Xxxxx Target 2020 Fund	FLPX	[**]	[**]
	xx Xxxxx Target 2020 Fund	OBX	[**]	[**]
A	xx Xxxxx Target 2030 Fund	THRX	[**]	[**]
Admin	xx Xxxxx Target 2030 Fund	FLIX	[**]	[**]
I	xx Xxxxx Target 2030 Fund	FOOX	[**]	[**]


‘A	xx Xxxxx Target 2040 Fund	STFRX	[**]	[**]
Admin	xx Xxxxx Target 2040 Fund	WFLOX	[**]	[**]
I	xx Xxxxx Target 2040 Fund	WFOSX	[**]	[**]
A	xx Xxxxx Target Today Fund	STWRX	[**]	[**]
Admin	xx Xxxxx Target Today Fund	WFLOX	[**]	[**]
I	xx Xxxxx Target Today Fund	WOTDX	[**]	[**]
Admin	merging Growth Fund	WFGDX	[**]	[**]
Inv	merging Growth Fund	WFGTX	[**]	[**]
A	merging Markets Focus Fund former XX Xxxxxxxxxx Emerging Markets Focus)	MFFAX	[**]	[**]
Admin	merging Markets Focus Fund former XX Xxxxxxxxxx Emerging Markets Focus)	MNEFX	[**]	[**]
A	ndeavor Large Cap Fund	STALX	[**]	[**]
Admin	ndeavor Select Fund	WECDX	[**]	[**]
	ndeavor Select Fund	iNFCIX	[**]	[**]
A	ndeavor Select Fund former Strong Adv Select)	STAEX	[**]	[**]
Adv	nterprise Fund	SENAX	[**]	[**]
Inv	nterprise Fund	SENTX	[**]	[**]
Admin	nterprise Fund	SEPKX	[**]	[**]
	nterprise Fund	VVFEIX	[**]	[**]
A	quity Income Fund	NVAEX	[**]	[**]
Admin	quity Income Fund	NVIEX	[**]	[**]
A	quity Index Fund	SFCSX	[**]	[**]
	quity Value Fund formerly WF Large Value)	WLVAX	[**]	[**]
dmin	quity Value Fund formerly WF Large Value)	A/LVIX	[**]	[**]
nv	ovemment Securities Fund	STVSX	[**]	[**]
dv	ovemment Securities Fund	SGVDX	[**]	[**]
dmin	ovemment Securities Fund	WGSDX	[**]	[**]
	ovemment Securities Fund	SGVIX	[**]	[**]
dv	rowth and Income Fund	SGNAX	[**]	[**]
nv	rowth and Income Fund	SGRIX	[**]	[**]
dmin	rowth and Income Fund	SGIKX	[**]	[**]
	rowth and Income Fund	SGNIX	[**]	[**]
	rowth Balanced Fund	WFGBX	[**]	[**]
dmin	rowth Balanced Fund	NVGBX	[**]	[**]
	rowth Equity Fund	NVEAX	[**]	[**]
dmin	rowth Equity Fund	_jt‘IVGEX	[**]	[**]
	rowth Equity Fund	WGEIX	[**]	[**]
dv	rowth Fund	SGRAX	[**]	[**]
nv	rowth Fund	SGROX	[**]	[**]
dmin	rowth Fund	SGRKX	[**]	[**]
	rowth Fund	SGRNX	[**]	[**]
dv	igh Income Fund former Strong High Yield Bond)	SHBAX	[**]	[**]
nv	igh Income Fund former Strong High Yield Bond)	STHYX	[**]	[**]
	igh Income Fund former Strong High Yield Bond)	SHYYX	[**]	[**]
A	igh Yield Bond Fund	HYBAX	[**]	[**]
A	ncome Plus Fund	STYAX	[**]	[**]


Admin	ndex Fund	NVINX	[**]	[**]
nv	ndex Fund	WFVEX	[**]	[**]
	nflation-Protected Bond Fund	IPBAX	[**]	[**]
dmin	nflation-Protected Bond Fund	IPBIX	[**]	[**]
	ntermediate Government Income Fund	NVGAX	[**]	[**]
dmin	ntermediate Government Income Fund	iblVGLX	[**]	[**]
nv	ntermediate Tax-Free Fund	SIMBX	[**]	[**]
	ntemational Core Fund	WFIAX	[**]	[**]
dmin	ntemational Core Fund	WFIDX	[**]	[**]
	ntemational Equity Fund	SILAX	[**]	[**]
dmin	ntemational Equity Fund	WFIEX	[**]	[**]
	ntemational Value Fund	WFFAX	[**]	[**]
dmin	ntemational Value Fund	WFVDX	[**]	[**]
	rge Cap Appreciation Fund	WFAPX	[**]	[**]
dmin	arge Cap Appreciation Fund	WFAKX	[**]	[**]
nv	arge Cap Growth Fund	STRFX	[**]	[**]
	arge Company Core Fund	SLGAX	[**]	[**]
dmin	arge Company Core Fund	SLCKX	[**]	[**]
	rge Company Core Fund	WLCZX	[**]	[**]
	arge Company Growth Fund	NVLAX	[**]	[**]
dmin	arge Company Growth Fund	NVLCX	[**]	[**]
	arge Company Growth Fund	WFLZX	[**]	[**]
	arge Company Growth Fund	WLCSX	[**]	[**]
nv	ifeStage—Aggressive Portfolio	SAGGX	[**]	[**]
nv	ifeStage—Conservative Portfolio	SCONX	[**]	[**]
Inv	ifeStage—Moderate Portfolio	SMDPX	[**]	[**]
Inv	Id Cap Disciplined Fund	SMCDX	[**]	[**]
Admin	id Cap Disciplined Fund	WFMDX	[**]	[**]
	id Cap Disciplined Fund	WFMIX	[**]	[**]
A	id Cap Growth Fund former XX Xxxxxxxxxx Mid Cap Growth)	WFMCX	[**]	[**]
Z	id Cap Growth Fund former XX Xxxxxxxxxx Mid Cap Growth)	WFMZX	[**]	[**]
Z	id Cap Growth Fund former XX Xxxxxxxxxx Mid Cap Growth)	WFMZX	[**]	[**]
A	oderate Balanced Fund	WFMAX	[**]	[**]
Admin	oderate Balanced Fund	NVMBX	[**]	[**]
Inv	unicipal Bond Fund	_IsXFIX	[**]	[**]
A	ational Limited-Term Tax-Free	WNLAX	[**]	[**]
A	ational Tax Free Fund	NWTFX	[**]	[**]
Adv	pportunity Fund	SOPVX	[**]	[**]
Inv	pportunity Fund	SOPFX	[**]	[**]
Admin	pportunity Fund	WOFDX	[**]	[**]
Inv	verseas Fund	SOVRX	[**]	[**]
I	verseas Fund	WFIIX	[**]	[**]
A	hod Duration Government Bond Fund former XX Xxxxxxxxxx Short Duration Govt Bond)	MSDAX	[**]	[**]
Admin	hod Duration Government Bond Fund former XX Xxxxxxxxxx Short Duration Govt Bond)	MNSGX	[**]	[**]
I	former hod Duration Government Bond Fund XX Xxxxxxxxxx Shod Duration Govt Bond) (New)	WSGIX	[**]	[**]
dv	hort-Term Bond Fund	SSTVX	[**]	[**]


nv	Short-Term Bond Fund	SSTBX	[**]	[**]
I	Short-Term Bond Fund	SSHIX	[**]	[**]
Adv	Short-Term High Yield Bond Fund	SSTHX	[**]	[**]
Inv	Short-Term High Yield Bond Fund	STHBX	[**]	[**]
Inv	Short-Term Municipal Bond Fund	STSMX	[**]	[**]
Inv	Small Cap Disciplined Fund (former Strong Small Company Value)	SCOVX	[**]	[**]
Admin	Small Cap Disciplined Fund ₎(former Strong Small Company Value)	WFSDX	[**]	[**]
I	Small Cap Disciplined Fund (former Strong Small Company Value)	WFSSX	[**]	[**]
A	Small Cap Growth Fund	MNSCX	[**]	[**]
Admin	Small Cap Growth Fund	WMNIX	[**]	[**]
I	Small Cap Growth Fund	WFSIX	[**]	[**]
Admin	Small Cap Opportunities Fund	NVSOX	[**]	[**]
A	Small Cap Value Fund	SMVAX	[**]	[**]
Z	Small Cap Value Fund	SSMVX	[**]	[**]
I	Small Cap Value Fund	WFSVX	[**]	[**]
A	Small Company Growth Fund	WFSAX	[**]	[**]
Admin	Small Company Growth Fund	NVSCX	[**]	[**]
A	Small Company Value Fund	SCVAX	[**]	[**]
Admin	Small Company Value Fund	SCVIX	[**]	[**]
Inv	Small/Mid Cap Value Fund	SMMVX	[**]	[**]
Admin	Small/Mid Cap Value Fund	VVVVMDX	[**]	[**]
	Specialized Financial Services Fund (former WF SIFE Specialized Financial Services)	SI FEX	[**]	[**]
	Specialized Health Sciences Fund	WFHAX	[**]	[**]
	Specialized Technology Fund	WFSTX	[**]	[**]
	Stable Income Fund	NVSAX	[**]	[**]
dmin	Stable Income Fund	)NVSIX	[**]	[**]
	Strategic Income Fund	SADAX	[**]	[**]
	Total Return Bond Fund (former XX Xxxxxxxxxx Total Return Bond)	MBFAX	[**]	[**]
dmin	Total Return Bond Fund iformer XX Xxxxxxxxxx Total Return Bond)	MNTRX	[**]	[**]
	Total Return Bond Fund (former XX Xxxxxxxxxx Total Return Bond)	MBFIX	[**]	[**]
	U.S. Value Fund	WFUAX	[**]	[**]
dmin	U.S. Value Fund	SEQKX	[**]	[**]
	(former Ultra Short Duration Bond Fund Strong Short Duration)	STSDX	[**]	[**]
	(former Ultra Short Duration Bond Fund Strong Short Duration)	STGBX	[**]	[**]
dv	Ultra Short-Term Income Fund	SADAX	[**]	[**]
dmin	Ultra Short-Term Income Fund	WUSDX	[**]	[**]
nv	Ultra Short-Term Income Fund	STADX	[**]	[**]
	Ultra Short-Term Income Fund	SADIX	[**]	[**]
nv	Ultra Short-Term Municipal Income	SMUAX	[**]	[**]
nv	Value Fund	1.,‘BTAX	0.40	[**]

Pensions—Innovator Eligible Funds ([**] bps’


Class	Xxxxx Fargo Advantage Funds—Name	cker	Rate (%)	Comments
Inv	Asia Pacific Fund	ASPX	[**]	[**]
A	C&B Mid Cap Value Fund	BMAX	[**]	[**]
Inv	Capital Growth Fund	LGIX	[**]	[**]
A	Common Stock Fund	CSAX	[**]	[**]
Inv	Discovery Fund	TDIX	[**]	[**]
A	Dow Xxxxx Target 2010 Fund	TNRX	[**]	[**]
A	Dow Xxxxx Target 2020 Fund	TTRX	[**]	[**]
A	Dow Xxxxx Target 2030 Fund	THRX	[**]	[**]
A	Dow Xxxxx Target 2040 Fund	TFRX	[**]	[**]
A	Dow Xxxxx Target Today Fund	TWRX	[**]	[**]
Inv	gmerginq Growth Fund	GTX	[**]	[**]
A	Emerging Markets Focus Fund	FFAX	[**]	[**]
A	Endeavor Large Cap Fund	TALX	[**]	[**]
A	Endeavor Select Fund	TAEX	[**]	[**]
Adv	Enterprise Fund	ENAX	[**]	[**]
A	Equity Value Fund	VAX	[**]	[**]
Inv	Government Securities Fund	TVSX	[**]	[**]
Adv	Growth Fund	GRAX	[**]	[**]
A	International Core Fund	IAX	[**]	[**]
A	International Equity Fund	I LAX	[**]	[**]
A	International Value Fund	FFAX	[**]	[**]
A	Large Cap Appreciation Fund	FAPX	[**]	[**]
Inv	Mid Cap Disciplined Fund	MCDX	[**]	[**]
A	Mid Cap Growth Fund	FMCX	[**]	[**]
Adv	Opportunity Fund	OPVX	[**]	[**]
Inv	Small Cap Disciplined Fund	COVX	[**]	[**]
A	Small Cap Growth Fund	NSCX	[**]	[**]
A	Small Company Growth Fund	FSAX	[**]	[**]
Inv	Small/Mid Cap Value Fund	MMVX	[**]	[**]
A—	Strategic Income Fund	ASAX	[**]	[**]

Pensions Eligible Funds ([**] boss


Class	xxxx Fargo Advantage Funds—Name	Ticker	Rate (TO)	Comments
D	&B Large Cap Value Fund	CBEQX	[**]	[**]
D	&B Mid Cap Value Fund	CBMDX	[**]	[**]
Adv	orporate Bond Fund	SCBDX	[**]	[**]
Inv	nterprlse Fund	SENTX	[**]	[**]
Inv	rowth and Income Fund	SGRIX	[**]	[**]
A	rowth Balanced Fund	WFGBX	[**]	[**]
Inv	rowth Fund	SGROX	[**]	[**]
A	nflation-Protected Bond Fund	IPBAX	[**]	[**]
A	ntermediate Government Income Fund	NVGAX	[**]	[**]
Inv	rge Cap Growth Fund	STRFX	[**]	[**]
A	arge Company Core Fund	SLGAX	[**]	[**]
A	arge Company Growth Fund	NVLAX	[**]	[**]
Inv	pportunity Fund	SOPFX	[**]	[**]
A	hort Duration Government Bond Fund	MSDAX	[**]	[**]
Adv	hort-Term Bond Fund	SSTVX	[**]	[**]
Inv	hort-Term High Yield Bond Fund	STHBX	[**]	[**]
A	mall Cap Value Fund	SMVAX	[**]	[**]
A	mall Company Value Fund	SCVAX	[**]	[**]
A	otal Return Bond Fund	MBFAX	[**]	[**]
Adv	Itra Short-Term Income Fund	SADAX	[**]	[**]

Additional Fund Availability—NRS

NRS may use the Institutional Class funds listed below, in addition to any of the funds listed elsewhere in this Exhibit X.


xxxx	xxxx Fargo Advantage Funds—Name	Ticker	Rate (%)	Comments
nstitutional	&B Large Cap Value Fund	CBLSX	[**]	[**]
nstitutional	&B Mid Cap Value Fund	CBMSX	[**]	[**]
nstitutional	apital Growth Fund	WVVCIX	[**]	[**]
nstitutional	orporate Bond Fund	SCBNX	[**]	[**]
nstitutional	iscovery Fund	WFDSX	[**]	[**]
nstitutional	ndeavor Select Fund	WFCIX	[**]	[**]
nstitutional	nterprise Fund	WFEIX	[**]	[**]
nstitutional	quity Value Fund	WLVSX	[**]	[**]
nstitutional	ovemment Securities Fund	SGVIX	[**]	[**]
nstitutional	rowth and Income Fund	SGNIX	[**]	[**]
nstitutional	rowth Equity Fund	WGEIX	[**]	[**]
nstitutional	rowth Fund	SGRNX	[**]	[**]
nstitutional	igh Income Fund	SHYYX	[**]	[**]
nstitutional	ntemational Equity Fund	WFISX	[**]	[**]
nstitutional	ntemational Value Fund	WFVIX	[**]	[**]
nstitutional	arge Cap Appreciation Fund	WFASX	[**]	[**]
nstitutional	arge Company Growth Fund	WLCSX	[**]	[**]
nstitutional	id Cap Disciplined Fund	WFMIX	[**]	[**]
litutional	verseas Fund	WFIIX	[**]	[**]
,titutional	hort Duration Government Bond Fund	WSGIX	[**]	[**]
nstitutional	hort-Term Bond Fund	SSHIX	[**]	[**]
nstitutional	mall Cap Disciplined Fund	WFSSX	[**]	[**]
nstitutional	mall Cap Growth Fund	WFSIX	[**]	[**]
nstitutional	mall Cap Value Fund	WFDVX	[**]	[**]
nstitutional	mall/Mid Cap Value Fund	VVWMSX	[**]	[**]
nstitutional	w Jones Target 2010 Fund	WFOAX	[**]	[**]
nstitutional	xx Xxxxx 2020 Fund	VVFOBX	[**]	[**]
nstitutional	xx Xxxxx 2030 Fund	VVFOOX	[**]	[**]
nstitutional	xx Xxxxx 2040 Fund	WFOSX	[**]	[**]
nstitutional	xx Xxxxx Today Fund	WOTDX	[**]	[**]
nstitutional	otal Return Bond Fund	MBFIX	[**]	[**]
nstitutional	ttra Short-Tenn Income Fund	SADIX	[**]	[**]

FIFTH AMENDMENT TO FUND AGREEMENT

This Fifth Amendment to Fund Agreement (“Agreement”) is made as of 1^st day of October, 2007, by and between Nationwide Financial Services, Inc., (“NFS” or “Nationwide”), Xxxxx Fargo Funds Management, LLC (“Advisor”) and Xxxxx Fargo Funds Trust (the “Trust”) (the Advisor and the Trust collectively referred to as the “Xxxxx Fargo Companies”). Reference is made to the Fund Agreement made as of July 1, 2003 between Nationwide, Adviser and the Trust, as amended by First Amendment to the Fund Agreement dated July 26, 2004, and Second Amendment to the Fund Agreement dated April 19, 2006, and by Third Amendment to the Fund Agreement dated October 24, 2006, and Fourth Amendment to the Fund Agreement dated August 1, 2007 (together, the “Agreement”). All capitalized terms used in this Amendment and not defined herein shall have the same meaning ascribed to them in the Agreement.

RECITALS

WHEREAS, Nationwide provides administrative and/or record keeping services to various Plans pursuant to the Agreement;

WHEREAS, the Funds are currently offered as investment options in Variable Products and Trust Accounts offered by Nationwide as funding vehicles to Plans pursuant to the Agreement;

WHEREAS, the parties desire to amend certain portions of the Agreement;

NOW, THEREFORE, in consideration of the foregoing and the mutual promises set forth below, the parties hereto agree as follows:

1. Exhibit A to the Agreement is hereby deleted in its entirety and replaced with Exhibit A, titled, “Subsidiary Life Insurance Companies” attached hereto. Other than Exhibit A, the Agreement remains in force and effect as originally stated.

2. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all together shall constitute one and the same instrument.

SIGNATURES ON FOLLOWING PAGE

REMAINDER OF PAGE INTENTIONALLY BLANK

IN WITNESS WEREOF, the parties have executed this Amendment as of the date first written above.

[ILLEGIBLE

“Trust”

By:

Name:

Title:

ILLEGIBLE]

EXHIBIT A

Subsidiary Life Insurance Companies

Nationwide Life Insurance Company

Other Subsidiaries

Nationwide Trust Company, FSB, a division of Nationwide Bank

Nationwide Investment Services Corporation

Nationwide Retirement Solutions, Inc., and subsidiaries and affiliates

Nationwide Life Insurance Company of America

Nationwide Life and Annuity Company of America

Nationwide Investment Advisors, LLC

Any other existing or future direct or indirect subsidiaries of Nationwide Financial Services, Inc. issuing Separate Accounts, offering Trust/Custodial Accounts, sponsoring the Advisory Services Program or performing duties or obligations hereunder on behalf of Nationwide provided that such subsidiary is duly formed, validly existing and has all necessary licenses.

CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN REDACTED BECAUSE IT IS BOTH NOT MATERIAL AND WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED.

SIXTH AMENDMENT TO FUND AGREEMENT

This Sixth Amendment to Fund Agreement (“Amendment”) is made as of April 24, 2009, by and among Nationwide Financial Services, Inc., (“NFS” or “Nationwide”), Xxxxx Fargo Funds Management, LLC (“Advisor”) and Xxxxx Fargo Funds Trust (the “Trust”) (the Advisor and the Trust collectively referred to as the “Xxxxx Fargo Companies”). Reference is made to the Fund Agreement made as of July 1, 2003 between Nationwide, Adviser and the Trust, as amended by First Amendment to the Fund Agreement dated July 26, 2004, and by Second Amendment to the Fund Agreement dated April 19, 2006, and by Third Amendment to the Fund Agreement dated October 24, 2006, and by Fourth Amendment to the Fund Agreement dated August 1, 2007, and by Fifth Amendment to the Fund Agreement dated October 1, 2007, (together, the “Agreement”). All capitalized terms used in this Amendment and not defined herein shall have the same meanings ascribed to them in the Agreement.

RECITALS

WHEREAS, Nationwide provides administrative and/or record keeping services to various Plans pursuant to the Agreement;

WHEREAS, the Funds are currently offered as investment options in Variable Products and Trust Accounts offered by Nationwide as funding vehicles to Plans pursuant to the Agreement;

WHEREAS, the parties desire to amend certain portions of the Agreement;

NOW, THEREFORE, in consideration of the foregoing and the mutual promises set forth below, the parties hereto agree as follows:

1. The Privacy and Confidentiality Information section of the Agreement is deleted in its entirety and replaced with the following:

“PRIVACY AND CONFIDENTIALITY INFORMATION

For purposes of this Section and the next, “Confidential Information” means any data or information regarding proprietary or confidential information concerning each of the parties. Confidential Information does not include information that (a) was in the public domain prior to the date of this Agreement or subsequently came into the public domain through no fault of the receiving party (“Receiving Party”) or by violation of this Agreement; (b) was lawfully received by the Receiving Party from a third party free of any obligation of confidence of such third party; (c) was already in the possession of the Receiving Party prior to receipt thereof directly or indirectly from the disclosing party (“Disclosing Party”); (d) is required to be disclosed pursuant to applicable laws, regulatory or legal process, subpoena or court order; (e) is subsequently and independently developed by employees, consultants or agents of the Receiving Party without reference to or use of the Confidential Information disclosed under this Agreement; or, (f) the annual fees payable to Nationwide under this Agreement as set forth on Exhibit C. Each of the parties warrants to the other that it shall not disclose to any person any Confidential Information which it may acquire in the performance of this Agreement; nor shall it use such Confidential Information for any purposes other than to fulfill its contractual obligations under this Agreement and it will maintain the other party’s Customer and Confidential Information with reasonable care, which shall not be less than the degree of care it would use for its own such information.

In the event Confidential Information includes Customer Information, the Customer Information clause controls.”

2. The following is added as a new section 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 Exhibit C.”

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

Nationwide Financial Services, Inc.

Onx Xxxxxxxxxx Xxxxx, 0-00-00

Xxxxxxxx, Xxxx 00000

Attention: AVP – NF Investment Offerings

4. The table set forth at the end of Exhibit C to the Agreement is hereby replaced in its entirety as attached hereto as “Exhibit C Table”, effective as of June 20, 2008 (or as of such other date on which the respective modifications to the Class Z, Class D and Advisor Class shares to assume the names, features and attributes associated with Investor Class, Investor Class and Class A shares, respectively, take effect through post-effective amendments to the registration statements of the Funds); provided that to the extent that the table in Exhibit C to the Agreement presently refers to any Funds and share classes that are proposed to be reorganized into a corresponding acquiring Fund (“Target Fund Share Classes”), any amendments reflected in “Exhibit C Table” attached hereto that reflect the effect of the reorganizations on Target Fund Share Classes will first become effective as of July 18, 2008 (or as of such other date the proposed reorganizations are completed). Other than the table, the rest of Exhibit C to the Agreement remains in force and effect as originally stated.

5. All references to the Advisory Services Program are removed from the Agreement. Further, Exhibit E – Advisory Services Program Appendix – Services and Fees is hereby deleted in its entirety.

6. Except as specifically set forth herein, all other provisions of the Agreement shall remain in full force and effect.

This Amendment may be executed in one or more counterparts, each of which shall be deemed an original, but all together shall constitute one and the same instrument.

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


NATIONWIDE FINANCIAL SERVICES, INC.

By:

Name:		Xxxxx X. Xxxxxx
Title:		AVP – NF Investment Offerings

XXXXX FARGO FUNDS MANAGEMENT, LLC “Adviser”

By:

Name:		A. Erdem Cimen

Title:		SVP, Chief Financial Officer, Treasurer

XXXXX FARGO FUNDS TRUST “Trust”

By:

Name:

Title:

EXHIBIT C TABLE

Xxxxx Fargo Advantage Funds (Sorted by Name)


Class	Fund Name	Ticker	Fee	Comments
Admin	Aggressive Allocation Fund	NWBEX	[**]	[**]
Inv	Asia Pacific Fund	SASPX	[**]	[**]
A	Asset Allocation Fund	SFAAX	[**]	[**]
Admin	Asset Allocation Fund	WFAIX	[**]	[**]
A	C&B Large Cap Value Fund	CBEAX	[**]	[**]
Admin	C&B Large Cap Value Fund	CBLLX	[**]	[**]
I	C&B Large Cap Value Fund	CBLSX	[**]	[**]
Inv	C&B Large Cap Value Fund	CBEQX	[**]	[**]
A	C&B Mid Cap Value Fund	CBMAX	[**]	[**]
Admin	C&B Mid Cap Value Fund	CBMIX	[**]	[**]
Inv	C&B Mid Cap Value Fund	CBMDX	[**]	[**]
I	C&B Mid Cap Value Fund	CMBSX	[**]	[**]
I	Capital Growth Fund	WWCIX	[**]	[**]
Inv	Capital Growth Fund	SLGIX	[**]	[**]
A	Capital Growth Fund	WFCGX	[**]	[**]
Admin	Capital Growth Fund	WFCDX	[**]	[**]
A	Common Stock Fund	SCSAX	[**]	[**]
Inv	Common Stock Fund	STCSX	[**]	[**]
Inv	Common Stock Fund	STCSX	[**]	[**]
Admin	Conservative Allocation Fund	NVCBX	[**]	[**]
Inv	Discovery Fund	STDIX	[**]	[**]
Admin	Discovery Fund	WFDDX	[**]	[**]
Admin	Diversified Bond Fund	NVMFX	[**]	[**]
A	Diversified Equity Fund	NVDAX	[**]	[**]
Admin	Diversified Equity Fund	NVDEX	[**]	[**]
Admin	Diversified Small Cap Fund	NVDSX	[**]	[**]
A	Dow Xxxxx Target 2010 Fund	STNRX	[**]	[**]
Admin	Dow Xxxxx Target 2010 Fund	WFLGX	[**]	[**]
I	Dow Jones Target 2010 Fund	WFOAX	[**]	[**]
A	Dow Xxxxx Target 2020 Fund	STTRX	[**]	[**]
Admin	Dow Xxxxx Target 2020 Fund	WFLPX	[**]	[**]
I	Dow Xxxxx Target 2020 Fund	WFOBX	[**]	[**]
A	Dow Xxxxx Target 2030 Fund	STHRX	[**]	[**]
Admin	Dow Xxxxx Target 2030 Fund	WFLIX	[**]	[**]
I	Dow Xxxxx Target 2030 Fund	WFOOX	[**]	[**]
A	Dow Xxxxx Target 2040 Fund	STFRX	[**]	[**]
Admin	Dow Xxxxx Target 2040 Fund	WFLWX	[**]	[**]
I	Dow Xxxxx Target 2040 Fund	WFOSX	[**]	[**]
A	Down Xxxxx Target Today Fund	STWRX	[**]	[**]
Admin	Down Xxxxx Target Today Fund	WFLOX	[**]	[**]
I	Down Xxxxx Target Today Fund	WOTDX	[**]	[**]


Admin	Emerging Growth Fund	WFGDX	[**]	[**]
Inv	Emerging Growth Fund	WFGTX	[**]	[**]
A	Emerging Markets Equity Fund (formerly Emerging Markets Focus Fund)	MFFAX	[**]	[**]
Admin	Emerging Markets Equity Fund (formerly Emerging Markets Focus Fund)	MNEFX	[**]	[**]
Admin	Endeavor Select Fund	WECDX	[**]	[**]
I	Endeavor Select Fund	WFCIX	[**]	[**]
A	Endeavor Select Fund	STAEX	[**]	[**]
Inv	Enterprise Fund	SENTX	[**]	[**]
A	Enterprise Fund	SENAX	[**]	[**]
Admin	Enterprise Fund	SEPKX	[**]	[**]
I	Enterprise Fund	WFEIX	[**]	[**]
A	Equity Income Fund	NVAEX	[**]	[**]
Admin	Equity Income Fund	NVIEX	[**]	[**]
A	Equity Value Fund	WLVAX	[**]	[**]
Admin	Equity Value Fund	WLVIX	[**]	[**]
Inv	Government Securities Fund	STVSX	[**]	[**]
A	Government Securities Fund	SGVDX	[**]	[**]
Admin	Government Securities Fund	WGSDX	[**]	[**]
I	Government Securities Fund	SGVIX	[**]	[**]
A	Growth Balanced Fund	WFGBX	[**]	[**]
Admin	Growth Balanced Fund	NVGBX	[**]	[**]
A	Growth Equity Fund	NVEAX	[**]	[**]
Admin	Growth Equity Fund	NVGEX	[**]	[**]
I	Growth Equity Fund	WGEIX	[**]	[**]
A	Growth Fund	SGRAX	[**]	[**]
Inv	Growth Fund	SGROX	[**]	[**]
Admin	Growth Fund	SGRKX	[**]	[**]
I	Growth Fund	SGRNX	[**]	[**]
A	High Income Fund	SHBAX	[**]	[**]
Inv	High Income Fund	STHYX	[**]	[**]
I	High Income Fund	SHYYX	[**]	[**]
A	Income Plus Fund	STYAX	[**]	[**]
Inv	Income Plus Fund	WIPNX	[**]	[**]
I	Income Plus Fund	WIPIX	[**]	[**]
Admin	Index Fund	NVINX	[**]	[**]
A	Index Fund	WINAX	[**]	[**]
Inv	Index Fund	WFVEX	[**]	[**]
A	Inflation-Protected Bond Fund	IPBAX	[**]	[**]
Admin	Inflation-Protected Bond Fund	IPBIX	[**]	[**]
Inv	Intermediate Tax-Free Fund	SIMBX	[**]	[**]
A	International Core Fund	WFIAX	[**]	[**]
Admin	International Core Fund	WFIDX	[**]	[**]
A	International Equity Fund	SILAX	[**]	[**]
Admin	International Equity Fund	WFIEX	[**]	[**]
Inv	International Equity Fund	WIEVX	[**]	[**]


I	International Equity Fund	WFISX	[**]	[**]
A	International Value Fund	WFFAX	[**]	[**]
Admin	International Value Fund	WFVDX	[**]	[**]
A	Large Cap Appreciation Fund	WFAPX	[**]	[**]
Admin	Large Cap Appreciation Fund	WFAKX	[**]	[**]
Inv	Large Cap Growth Fund	STRFX	[**]	[**]
A	Large Company Core Fund (formerly Growth and Income Fund)	SGNAX	[**]	[**]
Admin	Large Company Core Fund (formerly Growth and Income Fund)	SGIKX	[**]	[**]
Inv	Large Company Core Fund (formerly Growth and Income Fund)	SGRIX	[**]	[**]
I	Large Company Core Fund (formerly Growth and Income Fund)	SGNIX	[**]	[**]
A	Large Company Growth Fund	NVLAX	[**]	[**]
Admin	Large Company Growth Fund	NVLCX	[**]	[**]
Inv	Large Company Growth Fund	WFLZX	[**]	[**]
I	Large Company Growth Fund	WLCSX	[**]	[**]
Admin	Large Company Value Fund (formerly Dividend Income Fund)	WWIDX	[**]	[**]
Inv	Large Company Value Fund (formerly Dividend Income Fund)	SDVIX	[**]	[**]
Inv	Mid Cap Disciplined Fund	SMCDX	[**]	[**]
Admin	Mid Cap Disciplined Fund	WFMDX	[**]	[**]
I	Mid Cap Disciplined Fund	WFMIX	[**]	[**]
A	Mid Cap Growth Fund	WFMCX	[**]	[**]
Inv	Mid Cap Growth Fund	WFMZX	[**]	[**]
Inv	Mid Cap Growth Fund	WFMZX	[**]	[**]
A	Moderate Balanced Fund	WFMAX	[**]	[**]
Admin	Moderate Balanced Fund	NVMBX	[**]	[**]
Inv	Municipal Bond Fund	SXFIX	[**]	[**]
A	Municipal Bond Fund	WMFAX	[**]	[**]
A	Opportunity Fund	SOPVX	[**]	[**]
Inv	Opportunity Fund	SOPFX	[**]	[**]
Admin	Opportunity Fund	WOFDX	[**]	[**]
A	Short Duration Government Bond Fund	MSDAX	[**]	[**]
Admin	Short Duration Government Bond Fund	MNSGX	[**]	[**]
I	Short Duration Government Bond Fund	WSGIX	[**]	[**]
A	Short-Term Bond Fund	SSTVX	[**]	[**]
Inv	Short-Term Bond Fund	SSTBX	[**]	[**]
I	Short-Term Bond Fund	SSHIX	[**]	[**]
A	Short-Term High Yield Bond Fund	SSTHX	[**]	[**]
Inv	Short-Term High Yield Bond Fund	STHBX	[**]	[**]
A	Short-Term Municipal Bond Fund	WSMAX	[**]	[**]
Inv	Short-Term Municipal Bond Fund	STSMX	[**]	[**]
Inv	Small Cap Disciplined Fund	SCOVX	[**]	[**]
Admin	Small Cap Disciplined Fund	WFSDX	[**]	[**]
I	Small Cap Disciplined Fund	WFSSX	[**]	[**]


A	Small Cap Growth Fund	MNSCX	[**]	[**]
Admin	Small Cap Growth Fund	WMNIX	[**]	[**]
I	Small Cap Growth Fund	WFSIX	[**]	[**]
Admin	Small Cap Opportunities Fund	NVSOX	[**]	[**]
A	Small Cap Value Fund	SMVAX	[**]	[**]
Inv	Small Cap Value Fund	SSMVX	[**]	[**]
I	Small Cap Value Fund	WFSVX	[**]	[**]
A	Small Company Growth Fund	WFSAX	[**]	[**]
Admin	Small Company Growth Fund	NVSCX	[**]	[**]
A	Small Company Value Fund	SCVAX	[**]	[**]
Admin	Small Company Value Fund	SCVIX	[**]	[**]
Inv	Small/Mid Cap Value Fund	SMMVX	[**]	[**]
Admin	Small/Mid Cap Value Fund	WWMDX	[**]	[**]
A	Specialized Financial Services Fund	SIFEX	[**]	[**]
A	Specialized Technology Fund	WFSTX	[**]	[**]
A	Stable Income Fund	NVSAX	[**]	[**]
Admin	Stable Income Fund	NVSIX	[**]	[**]
A	Strategic Income Fund	SASAX	[**]	[**]
A	Total Return Bond Fund	MBFAX	[**]	[**]
Admin	Total Return Bond Fund	MNTRX	[**]	[**]
I	Total Return Bond Fund	MBFIX	[**]	[**]
A	U.S. Value Fund	WFUAX	[**]	[**]
Admin	U.S. Value Fund	SEQKX	[**]	[**]
A	Ultra Short-Term Income Fund	SADAX	[**]	[**]
Admin	Ultra Short-Term Income Fund	WUSDX	[**]	[**]
Inv	Ultra Short-Term Income Fund	STADX	[**]	[**]
I	Ultra Short-Term Income Fund	SADIX	[**]	[**]
Inv	Ultra Short-Term Municipal Income	SMUAX	[**]	[**]

Pensions – Innovator Eligible Funds ([**]bps)


Class	Fund Name	Ticker	Fee	Comments
Inv	Asia Pacific Fund	SASPX	[**]	[**]
A	C&B Mid Cap Value Fund	CBMAX	[**]	[**]
A	Capital Growth Fund	WFCGX	[**]	[**]
Inv	Capital Growth Fund	SLGIX	[**]	[**]
A	Common Stock Fund	SCSAX	[**]	[**]
Inv	Discovery Fund	STDIX	[**]	[**]
A	Dow Xxxxx Target 2010 Fund	STNRX	[**]	[**]
A	Dow Xxxxx Target 2020 Fund	STTRX	[**]	[**]
A	Dow Xxxxx Target 2030 Fund	STHRX	[**]	[**]
A	Dow Xxxxx Target 2040 Fund	STFRX	[**]	[**]
A	Dow Xxxxx Target Today Fund	STWRX	[**]	[**]
Inv	Emerging Growth Fund	WFGTX	[**]	[**]
A	Emerging Markets Equity Fund (formerly Emerging Markets Focus Fund)	MFFAX	[**]	[**]
A	Endeavor Select Fund	STAEX	[**]	[**]
A	Enterprise Fund	SENAX	[**]	[**]
A	Equity Value Fund	SLVAX	[**]	[**]
Inv	Government Securities Fund	STVSX	[**]	[**]
A	Growth Fund	SGRAX	[**]	[**]
A	International Core Fund	WFIAX	[**]	[**]
A	International Equity Fund	SILAX	[**]	[**]
A	International Value Fund	WFFAX	[**]	[**]
A	Large Cap Appreciation Fund	WFAPX	[**]	[**]
Inv	Mid Cap Disciplined Fund	SMCDX	[**]	[**]
A	Mid Cap Growth Fund	WFMCX	[**]	[**]
A	Opportunity Fund	SOPVX	[**]	[**]
Inv	Small Cap Disciplined Fund	SCOVX	[**]	[**]
A	Small Cap Growth Fund	MNSCX	[**]	[**]
A	Small Company Growth Fund	WFSAX	[**]	[**]
Inv	Small/Mid Cap Value Fund	SMMVX	[**]	[**]
A	Strategic Income Fund	SASAX	[**]	[**]

Pensions – Eligible Funds ([**] bps)


Class	Fund Name	Ticker	Fee	Comments
Inv	C&B Large Cap Value Fund	CBEQX	[**]	[**]
Inv	C&B Mid Cap Value Fund	CBMDX	[**]	[**]
Inv	Enterprise Fund	SENTX	[**]	[**]
A	Government Securities Fund	SGVDX	[**]	[**]
A	Growth and Balanced Fund	WFGBX	[**]	[**]
Inv	Growth Fund	SGROX	[**]	[**]
A	Income Plus Fund	STYAX	[**]	[**]
A	Inflation-Protected Bond Fund	IPBAX	[**]	[**]
Inv	Large Cap Growth Fund	STRFX	[**]	[**]
A	Large Company Core Fund (formerly Growth and Income Fund)	SGNAX	[**]	[**]
Inv	Large Company Core Fund (formerly Growth and Income Fund)	SGRIX	[**]	[**]
A	Large Company Growth Fund	NVLAX	[**]	[**]
Inv	Opportunity Fund	SOPFX	[**]	[**]
A	Short Duration Government Bond Fund	MSDAX	[**]	[**]
A	Short-Term Bond Fund	SSTVX	[**]	[**]
Inv	Short-Term High Yield Bond Fund	STHBX	[**]	[**]
A	Small Cap Value Fund	SMVAX	[**]	[**]
A	Small Company Value Fund	SCVAX	[**]	[**]
A	Total Return Bond Fund	MBFAX	[**]	[**]
A	Ultra Short-Term Income Fund	SADAX	[**]	[**]

Additional Fund Availability – NRS

NRS may use the Institutional Class funds listed below, in addition to any of the funds listed elsewhere in this Exhibit C.


Class	Fund Name	Ticker	Fee	Comments
Institutional	C&B Large Cap Value Fund	CBLSX	[**]	[**]
Institutional	C&B Mid Cap Value Fund	CBMSX	[**]	[**]
Institutional	Capital Growth Fund	WWCIX	[**]	[**]
Institutional	Discovery Fund	WFDSX	[**]	[**]
Institutional	Endeavor Select Fund	WFCIX	[**]	[**]
Institutional	Enterprise Fund	WFEIX	[**]	[**]
Institutional	Equity Value Fund	WLVSX	[**]	[**]
Institutional	Government Securities Fund	SGVIX	[**]	[**]
Institutional	Growth Equity Fund	WGEIX	[**]	[**]
Institutional	Growth Fund	SGRNX	[**]	[**]
Institutional	High Income Fund	SHYYX	[**]	[**]
Institutional	Income Plus Fund	WIPIX	[**]	[**]
Institutional	International Equity Fund	WFISX	[**]	[**]
Institutional	International Value Fund	WFVIX	[**]	[**]
Institutional	Large Cap Appreciation Fund	WFASX	[**]	[**]
Institutional	Large Company Core Fund (formerly Growth and Income Fund)	SGNIX	[**]	[**]
Institutional	Large Company Growth Fund	WLCSC	[**]	[**]
Institutional	Mid Cap Disciplined Fund	WFMIX	[**]	[**]
Institutional	Short Duration Government Bond Fund	WSGIX	[**]	[**]
Institutional	Short-Term Bond Fund	SSHIX	[**]	[**]
Institutional	Small Cap Disciplined Fund	WFSSX	[**]	[**]
Institutional	Small Cap Growth Fund	WFSIX	[**]	[**]
Institutional	Small Cap Value Fund	WFSVX	[**]	[**]
Institutional	Small/Mid Cap Value Fund	WWMSX	[**]	[**]
Institutional	Dow Xxxxx Xxxxxx 0000 Xxxx	XXXXX	[**]	[**]
Institutional	Dow Xxxxx 2020 Fund	WFOBX	[**]	[**]
Institutional	Dow Xxxxx 2030 Fund	WFOOX	[**]	[**]
Institutional	Dow Xxxxx 2040 Fund	WFOSX	[**]	[**]
Institutional	Dow Xxxxx Today Fund	WOTDX	[**]	[**]
Institutional	Total Return Bond Fund	MBFIX	[**]	[**]
Institutional	Ultra Short-Term Income Fund	SADIX	[**]	[**]

CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN REDACTED BECAUSE IT IS BOTH NOT MATERIAL AND WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED.

SEVENTH AMENDMENT TO FUND AGREEMENT

This Seventh Amendment to Fund Agreement (“Amendment”) is made as of 25^th day of September, 2009, by and among Nationwide Financial Services, Inc., (“NFS” or “Nationwide”), Xxxxx Fargo Funds Management, LLC (“Advisor”) and Xxxxx Fargo Funds Trust (the “Trust”) (the Advisor and the Trust collectively referred to as the “Xxxxx Fargo Companies”). Reference is made to the Fund Agreement made as of July 1, 2003 between Nationwide, Adviser and the Trust, as amended by First Amendment to the Fund Agreement dated July 26, 2004, and by Second Amendment to the Fund Agreement dated April 19, 2006, and by Third Amendment to the Fund Agreement dated October 24, 2006, and by Fourth Amendment to the Fund Agreement dated August 1, 2007, and by Fifth Amendment to the Fund Agreement dated October 1, 2007, and by Sixth Amendment to the Fund Agreement dated April 24, 2009, (together, the “Agreement”). All capitalized terms used in this Amendment and not defined herein shall have the same meanings ascribed to them in the Agreement.

RECITALS

WHEREAS, Nationwide provides administrative and/or record keeping services to various Plans pursuant to the Agreement;

WHEREAS, the Funds are currently offered as investment options in Variable Products and Trust Accounts offered by Nationwide as funding vehicles to Plans pursuant to the Agreement;

WHEREAS, the parties desire to amend certain portions of the Agreement;

NOW, THEREFORE, in consideration of the foregoing and the mutual promises set forth below, the parties hereto agree as follows:

1. The table set forth at the end of Exhibit C to the Agreement is hereby replaced in its entirety as attached hereto as “Exhibit C Table”. Other than the table, the rest of Exhibit C to the Agreement remains in force and effect as originally stated.

2. Except as specifically set forth herein, all other provisions of the Agreement shall remain in full force and effect.

3. This Amendment may be executed in one or more counterparts, each of which shall be deemed an original, but all together shall constitute one and the same instrument.

IN WITNESS WEREOF, the parties have executed this Amendment as of the date first written above.


NATIONWIDE FINANCIAL SERVICES, INC.

By:

Name:		Xxxxxx X. Xxxxxx

Title:		AVP, AVP, NIA Operations and Third
		Party Relations

XXXXX FARGO FUNDS MANAGEMENT, LLC “Adviser”

By:

Name:

Title:

XXXXX FARGO FUNDS TRUST “Trust”

By:

Name:

Title:

EXHIBIT C TABLE

Xxxxx Fargo Advantage Funds (Sorted by Name)


Class	Fund Name	Ticker	Fee	Comments
Admin	Aggressive Allocation Fund	NWBEX	[**]	[**]
Inv	Asia Pacific Fund	SASPX	[**]	[**]
A	Asset Allocation Fund	SFAAX	[**]	[**]
Admin	Asset Allocation Fund	WFAIX	[**]	[**]
A	C&B Large Cap Value Fund	CBEAX	[**]	[**]
Admin	C&B Large Cap Value Fund	CBLLX	[**]	[**]
I	C&B Large Cap Value Fund	CBLSX	[**]	[**]
Inv	C&B Large Cap Value Fund	CBEQX	[**]	[**]
A	C&B Mid Cap Value Fund	CBMAX	[**]	[**]
Admin	C&B Mid Cap Value Fund	CBMIX	[**]	[**]
Inv	C&B Mid Cap Value Fund	CBMDX	[**]	[**]
I	C&B Mid Cap Value Fund	CMBSX	[**]	[**]
I	Capital Growth Fund	WWCIX	[**]	[**]
Inv	Capital Growth Fund	SLGIX	[**]	[**]
A	Capital Growth Fund	WFCGX	[**]	[**]
Admin	Capital Growth Fund	WFCDX	[**]	[**]
A	Common Stock Fund	SCSAX	[**]	[**]
Inv	Common Stock Fund	STCSX	[**]	[**]
Inv	Common Stock Fund	STCSX	[**]	[**]
Admin	Conservative Allocation Fund	NVCBX	[**]	[**]
Inv	Discovery Fund	STDIX	[**]	[**]
Admin	Discovery Fund	WFDDX	[**]	[**]
Admin	Diversified Bond Fund	NVMFX	[**]	[**]
A	Diversified Equity Fund	NVDAX	[**]	[**]
Admin	Diversified Equity Fund	NVDEX	[**]	[**]
Admin	Diversified Small Cap Fund	NVDSX	[**]	[**]
A	Dow Xxxxx Target 2010 Fund	STNRX	[**]	[**]
Admin	Dow Xxxxx Target 2010 Fund	WFLGX	[**]	[**]
I	Dow Xxxxx Xxxxxx 0000 Xxxx	XXXXX	[**]	[**]
Admin	Dow Xxxxx Target 2015 Fund	WFFFX	[**]	[**]
I	Dow Xxxxx Target 2015 Fund	WFSCX	[**]	[**]
A	Dow Xxxxx Target 2020 Fund	STTRX	[**]	[**]
Admin	Dow Xxxxx Target 2020 Fund	WFLPX	[**]	[**]
I	Dow Xxxxx Target 2020 Fund	WFOBX	[**]	[**]
Admin	Dow Xxxxx Target 2025 Fund	WFTRX	[**]	[**]
I	Dow Xxxxx Target 2025 Fund	WFTYX	[**]	[**]
A	Dow Xxxxx Target 2030 Fund	STHRX	[**]	[**]
Admin	Dow Xxxxx Target 2030 Fund	WFLIX	[**]	[**]
I	Dow Xxxxx Target 2030 Fund	WFOOX	[**]	[**]
Class	Fund Name	Ticker	[**]	[**]
Admin	Dow Xxxxx Target 2035 Fund	WFQWX	[**]	[**]
I	Dow Xxxxx Target 2035 Fund	WFQRX	[**]	[**]


A	Dow Xxxxx Target 2040 Fund	STFRX	[**]	[**]
Admin	Dow Xxxxx Target 2040 Fund	WFLWX	[**]	[**]
I	Dow Xxxxx Target 2040 Fund	WFOSX	[**]	[**]
Admin	Dow Xxxxx Target 2045 Fund	WFQYX	[**]	[**]
I	Dow Xxxxx Target 2045 Fund	WFQPX	[**]	[**]
Admin	Dow Xxxxx Target 2050 Fund	WFQDX	[**]	[**]
I	Dow Xxxxx Target 2050 Fund	WFQFX	[**]	[**]
A	Down Xxxxx Target Today Fund	STWRX	[**]	[**]
Admin	Down Xxxxx Target Today Fund	WFLOX	[**]	[**]
I	Down Xxxxx Target Today Fund	WOTDX	[**]	[**]
Admin	Emerging Growth Fund	WFGDX	[**]	[**]
Inv	Emerging Growth Fund	WFGTX	[**]	[**]
A	Emerging Markets Equity Fund (formerly Emerging Markets Focus Fund)	MFFAX	[**]	[**]
Admin	Emerging Markets Equity Fund (formerly Emerging Markets Focus Fund)	MNEFX	[**]	[**]
Admin	Endeavor Select Fund	WECDX	[**]	[**]
I	Endeavor Select Fund	WFCIX	[**]	[**]
A	Endeavor Select Fund	STAEX	[**]	[**]
Inv	Enterprise Fund	SENTX	[**]	[**]
A	Enterprise Fund	SENAX	[**]	[**]
Admin	Enterprise Fund	SEPKX	[**]	[**]
I	Enterprise Fund	WFEIX	[**]	[**]
A	Equity Income Fund	NVAEX	[**]	[**]
Admin	Equity Income Fund	NVIEX	[**]	[**]
A	Equity Value Fund	WLVAX	[**]	[**]
Admin	Equity Value Fund	WLVIX	[**]	[**]
Inv	Government Securities Fund	STVSX	[**]	[**]
A	Government Securities Fund	SGVDX	[**]	[**]
Admin	Government Securities Fund	WGSDX	[**]	[**]
I	Government Securities Fund	SGVIX	[**]	[**]
A	Growth Balanced Fund	WFGBX	[**]	[**]
Admin	Growth Balanced Fund	NVGBX	[**]	[**]
A	Growth Equity Fund	NVEAX	[**]	[**]
Admin	Growth Equity Fund	NVGEX	[**]	[**]
I	Growth Equity Fund	WGEIX	[**]	[**]
A	Growth Fund	SGRAX	[**]	[**]
Inv	Growth Fund	SGROX	[**]	[**]
Admin	Growth Fund	SGRKX	[**]	[**]
I	Growth Fund	SGRNX	[**]	[**]
A	High Income Fund	SHBAX	[**]	[**]
Inv	High Income Fund	STHYX	[**]	[**]
I	High Income Fund	SHYYX	[**]	[**]
A	Income Plus Fund	STYAX	[**]	[**]
Class	Fund Name	Ticker	[**]	[**]
Inv	Income Plus Fund	WIPNX	[**]	[**]
I	Income Plus Fund	WIPIX	[**]	[**]


Admin	Index Fund	NVINX	[**]	[**]
A	Index Fund	WINAX	[**]	[**]
Inv	Index Fund	WFVEX	[**]	[**]
A	Inflation-Protected Bond Fund	IPBAX	[**]	[**]
Admin	Inflation-Protected Bond Fund	IPBIX	[**]	[**]
Inv	Intermediate Tax-Free Fund	SIMBX	[**]	[**]
A	International Core Fund	WFIAX	[**]	[**]
Admin	International Core Fund	WFIDX	[**]	[**]
A	International Equity Fund	SILAX	[**]	[**]
Admin	International Equity Fund	WFIEX	[**]	[**]
Inv	International Equity Fund	WIEVX	[**]	[**]
I	International Equity Fund	WFISX	[**]	[**]
A	International Value Fund	WFFAX	[**]	[**]
Admin	International Value Fund	WFVDX	[**]	[**]
A	Large Cap Appreciation Fund	WFAPX	[**]	[**]
Admin	Large Cap Appreciation Fund	WFAKX	[**]	[**]
Inv	Large Cap Growth Fund	STRFX	[**]	[**]
A	Large Company Core Fund (formerly Growth and Income Fund)	SGNAX	[**]	[**]
Admin	Large Company Core Fund (formerly Growth and Income Fund)	SGIKX	[**]	[**]
Inv	Large Company Core Fund (formerly Growth and Income Fund)	SGRIX	[**]	[**]
I	Large Company Core Fund (formerly Growth and Income Fund)	SGNIX	[**]	[**]
A	Large Company Growth Fund	NVLAX	[**]	[**]
Admin	Large Company Growth Fund	NVLCX	[**]	[**]
Inv	Large Company Growth Fund	WFLZX	[**]	[**]
I	Large Company Growth Fund	WLCSX	[**]	[**]
Admin	Large Company Value Fund (formerly Dividend Income Fund)	WWIDX	[**]	[**]
Inv	Large Company Value Fund (formerly Dividend Income Fund)	SDVIX	[**]	[**]
Inv	Mid Cap Disciplined Fund	SMCDX	[**]	[**]
Admin	Mid Cap Disciplined Fund	WFMDX	[**]	[**]
I	Mid Cap Disciplined Fund	WFMIX	[**]	[**]
A	Mid Cap Growth Fund	WFMCX	[**]	[**]
Inv	Mid Cap Growth Fund	WFMZX	[**]	[**]
Inv	Mid Cap Growth Fund	WFMZX	[**]	[**]
A	Moderate Balanced Fund	WFMAX	[**]	[**]
Admin	Moderate Balanced Fund	NVMBX	[**]	[**]
Inv	Municipal Bond Fund	SXFIX	[**]	[**]
Class	Fund Name	Ticker	[**]	[**]
A	Municipal Bond Fund	WMFAX	[**]	[**]
A	Opportunity Fund	SOPVX	[**]	[**]
Inv	Opportunity Fund	SOPFX	[**]	[**]
Admin	Opportunity Fund	WOFDX	[**]	[**]
A	Short Duration Government Bond Fund	MSDAX	[**]	[**]


Admin	Short Duration Government Bond Fund	MNSGX	[**]	[**]
I	Short Duration Government Bond Fund	WSGIX	[**]	[**]
A	Short-Term Bond Fund	SSTVX	[**]	[**]
Inv	Short-Term Bond Fund	SSTBX	[**]	[**]
I	Short-Term Bond Fund	SSHIX	[**]	[**]
A	Short-Term High Yield Bond Fund	SSTHX	[**]	[**]
Inv	Short-Term High Yield Bond Fund	STHBX	[**]	[**]
A	Short-Term Municipal Bond Fund	WSMAX	[**]	[**]
Inv	Short-Term Municipal Bond Fund	STSMX	[**]	[**]
Inv	Small Cap Disciplined Fund	SCOVX	[**]	[**]
Admin	Small Cap Disciplined Fund	WFSDX	[**]	[**]
I	Small Cap Disciplined Fund	WFSSX	[**]	[**]
A	Small Cap Growth Fund	MNSCX	[**]	[**]
Admin	Small Cap Growth Fund	WMNIX	[**]	[**]
I	Small Cap Growth Fund	WFSIX	[**]	[**]
Admin	Small Cap Opportunities Fund	NVSOX	[**]	[**]
A	Small Cap Value Fund	SMVAX	[**]	[**]
Inv	Small Cap Value Fund	SSMVX	[**]	[**]
I	Small Cap Value Fund	WFSVX	[**]	[**]
A	Small Company Growth Fund	WFSAX	[**]	[**]
Admin	Small Company Growth Fund	NVSCX	[**]	[**]
A	Small Company Value Fund	SCVAX	[**]	[**]
Admin	Small Company Value Fund	SCVIX	[**]	[**]
Inv	Small/Mid Cap Value Fund	SMMVX	[**]	[**]
Admin	Small/Mid Cap Value Fund	WWMDX	[**]	[**]
A	Specialized Financial Services Fund	SIFEX	[**]	[**]
A	Specialized Technology Fund	WFSTX	[**]	[**]
A	Stable Income Fund	NVSAX	[**]	[**]
Admin	Stable Income Fund	NVSIX	[**]	[**]
A	Strategic Income Fund	SASAX	[**]	[**]
A	Total Return Bond Fund	MBFAX	[**]	[**]
Admin	Total Return Bond Fund	MNTRX	[**]	[**]
I	Total Return Bond Fund	MBFIX	[**]	[**]
A	U.S. Value Fund	WFUAX	[**]	[**]
Admin	U.S. Value Fund	SEQKX	[**]	[**]
A	Ultra Short-Term Income Fund	SADAX	[**]	[**]
Admin	Ultra Short-Term Income Fund	WUSDX	[**]	[**]
Inv	Ultra Short-Term Income Fund	STADX	[**]	[**]
I	Ultra Short-Term Income Fund	SADIX	[**]	[**]
Inv	Ultra Short-Term Municipal Income	SMUAX	[**]	[**]

Pensions – Innovator Eligible Funds ([**] bps)


Class	Fund Name	Ticker	Fee	Comments
Inv	Asia Pacific Fund	SASPX	[**]	[**]
A	C&B Mid Cap Value Fund	CBMAX	[**]	[**]
A	Capital Growth Fund	WFCGX	[**]	[**]
Inv	Capital Growth Fund	SLGIX	[**]	[**]
A	Common Stock Fund	SCSAX	[**]	[**]
Inv	Discovery Fund	STDIX	[**]	[**]
A	Dow Xxxxx Target 2010 Fund	STNRX	[**]	[**]
A	Dow Xxxxx Target 2020 Fund	STTRX	[**]	[**]
A	Dow Xxxxx Target 2030 Fund	STHRX	[**]	[**]
A	Dow Xxxxx Target 2040 Fund	STFRX	[**]	[**]
A	Dow Xxxxx Target Today Fund	STWRX	[**]	[**]
Inv	Emerging Growth Fund	WFGTX	[**]	[**]
A	Emerging Markets Equity Fund (formerly Emerging Markets Focus Fund)	MFFAX	[**]	[**]
A	Endeavor Select Fund	STAEX	[**]	[**]
A	Enterprise Fund	SENAX	[**]	[**]
A	Equity Value Fund	SLVAX	[**]	[**]
Inv	Government Securities Fund	STVSX	[**]	[**]
A	Growth Fund	SGRAX	[**]	[**]
A	International Core Fund	WFIAX	[**]	[**]
A	International Equity Fund	SILAX	[**]	[**]
A	International Value Fund	WFFAX	[**]	[**]
A	Large Cap Appreciation Fund	WFAPX	[**]	[**]
Inv	Mid Cap Disciplined Fund	SMCDX	[**]	[**]
A	Mid Cap Growth Fund	WFMCX	[**]	[**]
A	Opportunity Fund	SOPVX	[**]	[**]
Inv	Small Cap Disciplined Fund	SCOVX	[**]	[**]
A	Small Cap Growth Fund	MNSCX	[**]	[**]
A	Small Company Growth Fund	WFSAX	[**]	[**]
Inv	Small/Mid Cap Value Fund	SMMVX	[**]	[**]
A	Strategic Income Fund	SASAX	[**]	[**]

Pensions – Eligible Funds ([**] bps)


Class	Fund Name	Ticker	Fee	Comments
Inv	C&B Large Cap Value Fund	CBEQX	[**]	[**]
Inv	C&B Mid Cap Value Fund	CBMDX	[**]	[**]
Inv	Enterprise Fund	SENTX	[**]	[**]
A	Government Securities Fund	SGVDX	[**]	[**]
A	Growth and Balanced Fund	WFGBX	[**]	[**]
Inv	Growth Fund	SGROX	[**]	[**]
A	Income Plus Fund	STYAX	[**]	[**]
A	Inflation-Protected Bond Fund	IPBAX	[**]	[**]
Inv	Large Cap Growth Fund	STRFX	[**]	[**]
A	Large Company Core Fund (formerly Growth and Income Fund)	SGNAX	[**]	[**]
Inv	Large Company Core Fund (formerly Growth and Income Fund)	SGRIX	[**]	[**]
A	Large Company Growth Fund	NVLAX	[**]	[**]
Inv	Opportunity Fund	SOPFX	[**]	[**]
A	Short Duration Government Bond Fund	MSDAX	[**]	[**]
A	Short-Term Bond Fund	SSTVX	[**]	[**]
Inv	Short-Term High Yield Bond Fund	STHBX	[**]	[**]
A	Small Cap Value Fund	SMVAX	[**]	[**]
A	Small Company Value Fund	SCVAX	[**]	[**]
A	Total Return Bond Fund	MBFAX	[**]	[**]
A	Ultra Short-Term Income Fund	SADAX	[**]	[**]

Additional Fund Availability – NRS

NRS may use the Institutional Class funds listed below, in addition to any of the funds listed elsewhere in this Exhibit C.


Class	Fund Name	Ticker	Fee	Comments
Institutional	C&B Large Cap Value Fund	CBLSX	[**]	[**]
Institutional	C&B Mid Cap Value Fund	CBMSX	[**]	[**]
Institutional	Capital Growth Fund	WWCIX	[**]	[**]
Institutional	Discovery Fund	WFDSX	[**]	[**]
Institutional	Endeavor Select Fund	WFCIX	[**]	[**]
Institutional	Enterprise Fund	WFEIX	[**]	[**]
Institutional	Equity Value Fund	WLVSX	[**]	[**]
Institutional	Government Securities Fund	SGVIX	[**]	[**]
Institutional	Growth Equity Fund	WGEIX	[**]	[**]
Institutional	Growth Fund	SGRNX	[**]	[**]
Institutional	High Income Fund	SHYYX	[**]	[**]
Institutional	Income Plus Fund	WIPIX	[**]	[**]
Institutional	International Equity Fund	WFISX	[**]	[**]
Institutional	International Value Fund	WFVIX	[**]	[**]
Institutional	Large Cap Appreciation Fund	WFASX	[**]	[**]
Institutional	Large Company Core Fund (formerly Growth and Income Fund)	SGNIX	[**]	[**]
Institutional	Large Company Growth Fund	WLCSC	[**]	[**]
Institutional	Mid Cap Disciplined Fund	WFMIX	[**]	[**]
Institutional	Short Duration Government Bond Fund	WSGIX	[**]	[**]
Institutional	Short-Term Bond Fund	SSHIX	[**]	[**]
Institutional	Small Cap Disciplined Fund	WFSSX	[**]	[**]
Institutional	Small Cap Growth Fund	WFSIX	[**]	[**]
Institutional	Small Cap Value Fund	WFSVX	[**]	[**]
Institutional	Small/Mid Cap Value Fund	WWMSX	[**]	[**]
Institutional	Dow Xxxxx Xxxxxx 0000 Xxxx	XXXXX	[**]	[**]
Institutional	Dow Xxxxx Target 2015 Fund	WFSCX	[**]	[**]
Institutional	Dow Xxxxx Target 2020 Fund	WFOBX	[**]	[**]
Institutional	Dow Xxxxx Target 2025 Fund	WFTYX	[**]	[**]
Institutional	Dow Xxxxx Target 2030 Fund	WFOOX	[**]	[**]
Institutional	Dow Xxxxx Target 2035 Fund	WFQRX	[**]	[**]
Institutional	Dow Xxxxx Target 2040 Fund	WFOSX	[**]	[**]
Institutional	Dow Xxxxx Target 2045 Fund	WFQPX	[**]	[**]
Institutional	Dow Xxxxx Target 2050 Fund	WFQFX	[**]	[**]
Institutional	Dow Xxxxx Target Today Fund	WOTDX	[**]	[**]
Institutional	Total Return Bond Fund	MBFIX	[**]	[**]
Institutional	Ultra Short-Term Income Fund	SADIX	[**]	[**]

CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN REDACTED BECAUSE IT IS BOTH NOT MATERIAL AND WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED.

EIGHTH AMENDMENT TO FUND AGREEMENT

This Eighth Amendment to Fund Agreement (“Amendment”) is made as of 26^th day of July, 2010, by and among Nationwide Financial Services, Inc., (“NFS” or “Nationwide”), Xxxxx Fargo Funds Management, LLC (“Advisor”) and Xxxxx Fargo Funds Trust (the “Trust”) (the Advisor and the Trust collectively referred to as the “Xxxxx Fargo Companies”). Reference is made to the Fund Agreement made as of July 1, 2003 between Nationwide, Adviser and the Trust, as amended by First Amendment to the Fund Agreement dated July 26, 2004, and by Second Amendment to the Fund Agreement dated April 19, 2006, and by Third Amendment to the Fund Agreement dated October 24, 2006, and by Fourth Amendment to the Fund Agreement dated August 1, 2007, and by Fifth Amendment to the Fund Agreement dated October 1, 2007, and by Sixth Amendment to the Fund Agreement dated April 24, 2009, and by Seventh Amendment to the Fund Agreement dated September 25, 2009, (together, the “Agreement”). All capitalized terms used in this Amendment and not defined herein shall have the same meanings ascribed to them in the Agreement.

RECITALS

WHEREAS, Nationwide provides administrative and/or record keeping services to various Plans pursuant to the Agreement;

WHEREAS, the Funds are currently offered as investment options in Variable Products and Trust Accounts offered by Nationwide as funding vehicles to Plans pursuant to the Agreement;

WHEREAS, the parties desire to amend certain portions of the Agreement;

NOW, THEREFORE, in consideration of the foregoing and the mutual promises set forth below, the parties hereto agree as follows:

1. The table set forth at the end of Exhibit C to the Agreement is hereby replaced in its entirety, as attached hereto.

2. Except as specifically set forth herein, all other provisions of the Agreement shall remain in full force and effect.

3. This Amendment may be executed in one or more counterparts, each of which shall be deemed an original, but all together shall constitute one and the same instrument.

IN WITNESS WEREOF, the parties have executed this Amendment as of the date first written above.


NATIONWIDE FINANCIAL SERVICES, INC.

By:

Name:		Xxxxxx X. Xxxxxx

Title:		AVP, Operations and 3^rd Party Relations

XXXXX FARGO FUNDS MANAGEMENT, LLC
“Adviser”

By:

Name:

Title:

XXXXX FARGO FUNDS TRUST
“Trust”

By:

Name:

Title:

EXHIBIT C

Funds & Fees

All Funds, and all classes thereof, for which WFFD acts as principal underwriter.

For the services provided by Nationwide, Nationwide shall receive consideration equal to the following annual rates:


Class Name	Shareholder Services Fee and/or 12b-1 Fee	Other Fee	Total Annual Rate
A/Investor—Equity	[**]	[**]	[**]
A/Investor—Fixed Income	[**]	[**]	[**]
Administrator—Equity	[**]	[**]	[**]
Administrator—Fixed Income	[**]	[**]	[**]
Institutional – Equity	[**]	[**]	[**]
Institutional—Fixed Income	[**]	[**]	[**]
R – Equity	[**]	[**]	[**]
R – Fixed Income	[**]	[**]	[**]

The below Funds/Classes are exceptions to the above recited Fee Table:


Fund Name/Share Class	Shareholder Services Fee and/or 12b-1 Fee	Other Fee	Annual Rate
Adjustable Rate Government Fund – A Share	[**]	[**]	[**]
C&B Large Cap Value Fund – A Share	[**]	[**]	[**]
C&B Large Cap Value Fund – Administrator Share	[**]	[**]	[**]
C&B Large Cap Value Fund – Institutional Share	[**]	[**]	[**]
C&B Mid Cap Value Fund – Administrator Share	[**]	[**]	[**]
C&B Mid Cap Value Fund – Institutional Share	[**]	[**]	[**]
Government Securities Fund – A Share	[**]	[**]	[**]
Government Securities Fund – Investor Share	[**]	[**]	[**]
High Income Fund- A Share	[**]	[**]	[**]
International Bond Fund – A Share	[**]	[**]	[**]
International Equity Fund – R Share	[**]	[**]	[**]
Money Market Funds	[**]	[**]	[**]
Total Return Bond Fund – A Share	[**]	[**]	[**]

*	Agreement excludes Index Funds, which will receive the standard servicing fee as outlined in the Fund(s)’ Prospectus(es).

Such annual rates shall be calculated based on the average daily net assets of each account holding Fund shares that are maintained by Company.

To the extent that Nationwide is entitled to receive consideration at an annual rate in excess of the standard servicing fee and/or Rule 12b-1 Plan payments as outlined in each Fund’s current Prospectus(es), Nationwide shall be responsible for submitting a monthly statement reflecting the estimated amount payable to Nationwide for such monthly payment.

CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN REDACTED BECAUSE IT IS BOTH NOT

MATERIAL AND WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED.

NINTH AMENDMENT TO FUND AGREEMENT

This Ninth Amendment to Fund Agreement (“Amendment”) is effective as of December 3, 2012, by and among Nationwide Financial Services, Inc., (“NFS” or “Nationwide”), Xxxxx Fargo Funds Management, LLC (“Advisor”) and Xxxxx Fargo Funds Trust (the “Trust”) (the Advisor and the Trust collectively referred to as the “Xxxxx Fargo Companies”). Reference is made to the Fund Agreement made as of July 1, 2003 between Nationwide, Adviser and the Trust, as amended (together, the “Agreement”). All capitalized terms used in this Amendment and not defined herein shall have the same meanings ascribed to them in the Agreement.

RECITALS

WHEREAS, Nationwide provides administrative and/or record keeping services to various Plans pursuant to the Agreement;

WHEREAS, the Funds are currently offered as investment options in Variable Products and Trust Accounts offered by Nationwide as funding vehicles to Plans pursuant to the Agreement;

WHEREAS, the parties desire to amend the Notice information for Nationwide and replace the Funds and Fees table in Exhibit C of the Agreement;

NOW, THEREFORE, in consideration of the foregoing and the mutual promises set forth below, the parties hereto agree as follows:

1. The Notice section of the Agreement is upgraded with the following information for Nationwide:

Nationwide Financial Services, Inc.

Xxx Xxxxxxxxxx Xxxxx, 0-00-000

Xxxxxxxx, Xxxx 00000

Attention: AVP, IMG External Funds Management Operations

2. The Funds and Fees table of Exhibit C to the Agreement is hereby replaced in its entirety as attached hereto. Payments recited for the R4 and R6 share classes, will be effective as of December 3, 2012. The payment exceptions for certain Institutional shares, as recited in Exhibit C will be effective as of June 1, 2013.

3. This Amendment may be executed in one or more counterparts, each of which shall be deemed an original, but all together shall constitute one and the same instrument.

4. Except as specifically set forth herein, all other provisions of the Agreement shall remain in full force and effect.

IN WITNESS WEREOF, the parties have executed this Amendment as of the date first written above.


NATIONWIDE FINANCIAL SERVICES, INC.

By:
Name:		Xxxxxx X. Xxxxxx
Title:		AVP, IMG External Funds
		Management Operations

XXXXX FARGO FUNDS MANAGEMENT, LLC
“Adviser”

By:
Name:		A. Erdem Cimen
Title:		Senior Vice President

XXXXX FARGO FUNDS TRUST
“Trust”

By:
Name:		Xxxxxx Xxxx
Title:		Assistant Secretary

EXHIBIT C

Funds & Fees

All Funds and all classes thereof, for which WFFD acts as principal underwriter.

Such annual rates shall be calculated based on the average daily net assets of each account holding Fund shares that are maintained by Company.

For the services provided by Nationwide, Nationwide shall receive consideration equal to the following annual rates:


Class Name	Shareholder Servicing Fee and/or 12b-1 Fee	Other Fee	Total Annual Rate
A/Investor—Equity	[**]	[**]	[**]
A/Investor—Fixed Income	[**]	[**]	[**]
Administrator—Equity	[**]	[**]	[**]
Administrator—Fixed Income	[**]	[**]	[**]
Institutional —Equity	[**]	[**]	[**]
Institutional—Fixed Income	[**]	[**]	[**]
R – Equity	[**]	[**]	[**]
R – Fixed Income	[**]	[**]	[**]
R4 – Equity & Fixed Income¹	[**]	[**]	[**]
R6 – Equity & Fixed Income¹	[**]	[**]	[**]

¹	This share class will initially be available for offer and sale by Nationwide on or about the open of business on December 3, 2012

EXHIBIT C (cont.)

The below Funds/Classes are exceptions to the above recited Fee Table:


Fund Name/Share Class	Shareholder Servicing Fee and/or 12b-1 Fee	Other Fee	Annual Rate
Adjustable Rate Government Fund – A Share	[**]	[**]	[**]
C&B Large Cap Value Fund – A Share	[**]	[**]	[**]
C&B Large Cap Value Fund – Administrator Share	[**]	[**]	[**]
C&B Large Cap Value Fund – Institutional Share	[**]	[**]	[**]
C&B Mid Cap Value Fund – Administrator Share	[**]	[**]	[**]
C&B Mid Cap Value Fund – Institutional Share	[**]	[**]	[**]
Government Securities Fund – A Share	[**]	[**]	[**]
Government Securities Fund – Investor Share	[**]	[**]	[**]
High Income Fund- A Share	[**]	[**]	[**]
International Bond Fund – A Share	[**]	[**]	[**]
International Equity Fund – R Share	[**]	[**]	[**]
Money Market Funds	[**]	[**]	[**]
Capital Growth Fund – Institutional Share²	[**]	[**]	[**]
Intrinsic Value Fund – Institutional Share²	[**]	[**]	[**]
Large Cap Growth Fund – Institutional Share²	[**]	[**]	[**]
Premier Large Company Growth Fund – Institutional Share²	[**]	[**]	[**]
Total Return Bond Fund – A Share	[**]	[**]	[**]

Agreement excludes Index Funds, which will receive the standard servicing fee as outlined in the Fund(s)’ Prospectus(es).

²	This fee exception is effective as of June 1, 2013.

CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN REDACTED BECAUSE IT IS BOTH NOT

MATERIAL AND WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED.

TENTH AMENDMENT TO FUND AGREEMENT

This Tenth Amendment to Fund Agreement (“Amendment”) is effective as of March 1, 2017, by and among Nationwide Financial Services, Inc., (“NFS” or “Nationwide”), Xxxxx Fargo Funds Management, LLC (“Advisor”) and Xxxxx Fargo Funds Trust (the “Trust”) (the Advisor and the Trust collectively referred to as the “Xxxxx Fargo Companies”). Reference is made to the Fund Agreement made as of July 1, 2003 between Nationwide, Adviser and the Trust, as amended (together, the “Agreement”). All capitalized terms used in this Amendment and not defined herein shall have the same meanings ascribed to them in the Agreement.

WHEREAS, Nationwide, Adviser and the Trust entered into a Fund Agreement made as of July 1, 2003, as amended, (the “Agreement”), with respect to the offering of fund shares to Advisor’s clients (“Clients”);

WHEREAS, Xxxxx Fargo Funds Distributor, LLC (“WFFD”), the principal underwriter of the Xxxxx Fargo Funds is hereby added as a party to the Agreement. Advisor and WFFD shall together be referred to as “Xxxxx Fargo”;

WHEREAS, The Trust is replaced by WFFD, as a party to Agreement;

WHEREAS, the parties desire to amend the Agreement; and

NOW, THEREFORE, in consideration of the foregoing and the mutual promises set forth below, the parties hereto agree as follows:

1.	The Notice section of the Agreement is upgraded with the following information for Nationwide:

Nationwide Financial Services, Inc.

Xxx Xxxxxxxxxx Xxxxx, 0-00-000X

Xxxxxxxx, Xxxx 00000

Attention: AVP, IMG External Funds Management Operations

2.	All references to the Trust are removed from the Agreement and replaced with WFFD or Xxxxx Fargo, where applicable.

3.	Exhibit C to the Agreement is hereby reorganized into Exhibit C1, Exhibit C2 and Exhibit C3.

4.	The following section is hereby added to the Agreement:

“SET UP FEE

The Advisor recognizes that Nationwide incurs certain expenses relating to offering Funds through Nationwide Trust Company, FSB, (a division of Nationwide Bank). If the Company has Funds participating through Nationwide Trust Company, FSB, the Company agrees to pay a $1,500 set up fee, per fund. This fee does not apply to Funds participating in the Separate Accounts or the Custodial Accounts not offered through Nationwide Trust Company, FSB. Nationwide will invoice the Xxxxx Fargo Companies for this fee.”

5.	This Amendment may be executed in one or more counterparts, each of which shall be deemed an original, but all together shall constitute one and the same instrument.

6.	Except as specifically set forth herein, all other provisions of the Agreement shall remain in full force and effect.

IN WITNESS WEREOF, the parties have executed this Amendment as of the date first written above.

NATIONWIDE FINANCIAL SERVICES, INC.

Xxxxxx X. Xxxxxx, AVP-IMG External Funds Mgmt. Operations

XXXXX FARGO FUNDS MANAGEMENT, LLC

Erdem Cimen, Senior Vice President & CFO

XXXXX FARGO FUNDS DISTRIBUTOR, LLC

Xxxxx X. Xxxxxx, President

Page 2 of 7

EXHIBIT C

FEES FOR SERVICES

EXHIBIT C1

DISTRIBUTION AND SHAREHOLDER SERVICES

Nationwide acknowledges that the Funds have adopted shareholder servicing arrangements for various classes of their Shares, as described in the then-current Prospectus. Nationwide agrees to perform the following shareholder services. By Nationwide’s acceptance of any payments for shareholder services, Nationwide represents that it is providing to Clients the services listed below. Such services include, but are not limited to:

Providing information to and answering inquiries from registered representatives and plan participants on investments in the Funds.

Distribute Fund prospectuses, SAIs, and semi-annual and annual reports to prospective plan participants.

Maintain customer privacy, security, and currency of information systems and other systems, including but not limited to:

Advisor website and tools

Customer relationship management systems

Producer information data warehouses

All licensing platforms

Sales reporting

Expenses relating to printing and distributing advertising, including but not limited to:

Reports to prospective and current plan participants

Marketing content to supplement the acquisition of new plan participants

Product illustrations

Sales literature

Customer enrollment materials

New product development and filing

Providing personnel and communication equipment used in connection with the distribution or shareholder services provided.

Furnishing the WFFD with records of sales, redemptions and repurchases of Shares for marketing/distribution purposes.

Preparing reports for WFFD as shall reasonably be required by WFFD.

Providing such other distribution services as WFFD may reasonably request.

Expenses associated with educating and compensating registered representatives of broker dealers selling the contracts.

Page 3 of 7


Xxxxx Fargo Funds Share Class	Shareholder Servicing Fee*	12b-1 Fee*
A	[**]	[**]
Admin	[**]	[**]
Institutional	[**]	[**]
R	[**]	[**]
R4	[**]	[**]
R6	[**]	[**]

* The rates recited are current as of the date of this Agreement. Nationwide shall refer to the Fund(s)’ then current Prospectus(es) for the most current rates.

The compensation shall be payable monthly, provided that WFFD and/or Advisor shall not be required to pay Nationwide in any month that the total consideration payable to Nationwide under this Agreement does not exceed $50.

XXXXX FARGO FUNDS MANAGEMENT, LLC

Erdem Cimen, Senior Vice President & CFO

XXXXX FARGO FUNDS DISTRIBUTOR, LLC

Xxxxx X. Xxxxxx, President

Page 4 of 7

EXHIBIT C2

ADMINISTRATIVE SERVICE and FEES

Services Provided by Nationwide for Administrative Service Fees

Pursuant to the Agreement, Nationwide shall perform and incur expenses for all administrative services with respect to the Plans and their plan participants, including but not limited to, the following:

Maintaining separate records for each plan participant, which shall reflect the Portfolio shares purchased and redeemed and Portfolio share balances of such plan participant. Nationwide will maintain a single master account with each Portfolio on behalf of plan participants and such account shall be in the name of Nationwide (or its designee) as record owner of shares owned by plan participants.

2.	Disbursing or crediting to plan participants all proceeds of redemptions of shares of the Portfolios and all dividends and other distributions not reinvested in shares of the Portfolios.

Preparing and transmitting to plan participants, as required by law, periodic statements showing the total number of shares owned by plan participants as of the statement closing date, purchases and redemptions of Portfolio shares by the plan participants during the period covered by the statement and the dividends and other distributions paid during the statement period (whether paid in cash or reinvested in Portfolio shares), and such other information as may be required, from time to time, by plan participants.

4.	Preparing and filing tax documents as required by IRS tax regulations.

5.	Supporting and responding to service inquiries from plan participants.

6.	Maintaining and preserving all records required by law to be maintained and preserved in connection with providing the Services for plan participants.

7.	Generating written confirmations and quarterly statements to plan participants.

8.	Distributing to plan participants, to the extent required by applicable law, Portfolios’ prospectuses, proxy materials, periodic fund reports to plan participants and other materials that the Portfolios are required by law or otherwise to provide to their plan participants.

9.	Transmitting purchase and redemption orders to the WFFD or its designee on behalf of the plan participants.


Xxxxx Fargo Funds Share Class		Administrative Services Fee
A		[**]
Admin		[**]
Institutional		[**]
R		[**]
R4		[**]
R6		[**]
Money Market		[**]

Page 5 of 7

Fees for Services

In consideration for the services as described in Exhibits C1 and C2 to be provided by Nationwide to the Plans for the benefit of Xxxxx Fargo, Xxxxx Fargo will calculate and pay Nationwide Administrative Services Fees for the administrative services, and 12b-1 Fees and Shareholder Servicing Fees for the shareholder services and distribution services it provides (Administrative Services Fees, 12b-1 Fees and Shareholder Servicing Fees collectively referred to as, “Fees”). Xxxxx Fargo will pay the Fees at an annualized rate equal to the rates in Exhibits C1 and C2 of the average daily net assets of each Fund held by the Separate Accounts and/or the Trust/Custodial Accounts during the period in which they were earned.

2.	The Fees will be paid to Nationwide as soon as practicable, but no later than 30 days after the end of the period in which they were earned. The Fees will be paid on a quarterly or monthly basis.

If participant-level information is gathered and retained by Nationwide and there is an arrangement to pay per-participant fees, then no later than 10 days after the end of the period in which Fees are earned, Nationwide will send a statement to the Xxxxx Fargo Companies indicating the number of plan participants in the Plans, and the average account size of such accounts. The average account size shall be calculated by dividing the average daily net assets, calculated as provided herein, by the number of plan participants in the Plans.

4.	Nationwide and Xxxxx Fargo agree that the Fees described in this Agreement do not constitute payment in any manner for investment advisory services.

The parties agree that Fees will be paid to Nationwide according to this Agreement with respect to each Fund as long as shares of such Fund are held by the Separate Accounts and/or the Trust/Custodial Accounts. Xxxxx Fargo will pay Nationwide all fees for shares held up until any termination date. No fees will be paid to Nationwide on new assets held after termination.

XXXXX FARGO FUNDS MANAGEMENT, LLC

Xxxxx X. Xxxxx, Executive Vice President

Page 6 of 7

EXHIBIT C3

REVENUE SHARE

Nationwide agrees to provide marketing and sales support services to its clients. Payment for such services shall be made by the Advisor or an affiliate in amounts outlined below.

Nationwide agrees that the Advisor shall be responsible for any amount in excess of the standard shareholder servicing fee and/or 12b-1 fee or in excess of the maximum amounts payable under FINRA Rule 2341 and that the Funds shall have no responsibility to pay such fees. The actual amount payable as calculated by the Advisor ordinarily will be paid to Nationwide within 15 days of month end.

The Advisor and Nationwide hereby agree that Nationwide shall be entitled to receive additional compensation equal to the following rates:


Xxxxx Fargo Funds Share Class		Revenue Share
A—Equity		[**]
A—Fixed Income		[**]
A – Adjustable Rate Government Fund		[**]
A – Core Bond Fund		[**]
A – Government Securities Fund		[**]
A- High Yield Bond Fund		[**]
A – International Bond Fund		[**]
Admin – Equity & Fixed Income		[**]
Institutional – Equity		[**]
Institutional – Capital Growth Fund		[**]
Institutional – Intrinsic Value Fund		[**]
Institutional – Large Cap Growth Fund		[**]
Institutional – Premier Large Company Growth Fund		[**]
Institutional – Fixed Income		[**]
R – Equity except International Equity Fund		[**]
R – Fixed Income & International Equity Fund		[**]
R4—Equity & Fixed Income		[**]
R6—Equity & Fixed Income		[**]
C&B Large Cap Value Fund		[**]
C&B Mid Cap Value Fund		[**]
Index Funds		[**]
Low Volatility U.S. Equity Fund		[**]
Money Market Funds		[**]

XXXXX FARGO FUNDS MANAGEMENT, LLC

Erdem Cimen, Senior Vice President & CFO

Page 7 of 7

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CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN REDACTED BECAUSE IT IS BOTH NOT MATERIAL AND WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. FUND AGREEMENT

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