EX-99(d)(1)

INTERIM INVESTMENT ADVISORY AGREEMENT

THIS INTERIM AGREEMENT is made and entered into as of the 27th day of April, 2007, to become effective on May 1, 2007, by and between NATIONWIDE MUTUAL FUNDS (a.k.a. "Gartmore Mutual Funds," until May 1, 2007) (the "Trust"), a Delaware statutory trust, and NATIONWIDE FUND ADVISORS (a.k.a. "Gartmore Mutual Fund Capital Trust," until May 1, 2007) (the "Adviser"), a Delaware statutory trust registered under the Investment Advisers Act of 1940, as amended (the "Advisers Act").

W I T N E S S E T H :

WHEREAS, the Trust is registered with the Securities and Exchange Commission (the "SEC") as an open-end management investment company under the Investment Company Act of 1940, as amended (the "1940 Act");

WHEREAS, the Trust currently retains the Adviser to furnish certain investment advisory services, as described herein, with respect to each of the series of the Trust (each, a "Fund") pursuant to the Investment Advisory Agreement dated February 28, 2005 ("Previous Agreement");

WHEREAS, the Previous Agreement will terminate automatically upon its assignment (as defined in the 1940 Act), which assignment will occur upon the closing of the sale of the Adviser by Nationwide Mutual Insurance Company ("NM") to Nationwide Financial Services, Inc. ("NFS") (the "Transaction"), and which Transaction is scheduled to close at the close of business on April 30, 2007;

WHEREAS, the Board of Trustees has unanimously approved a new investment advisory agreement ("New Agreement") to become effective upon the closing of the Transaction and has submitted the New Agreement to each Fund's shareholders for their approval;

WHEREAS, shareholders of certain of the Funds have not yet approved the New Agreement;

WHEREAS, the Board of Trustees of the Trust now desires to ensure that the Adviser's provision of investment advisory services to each such Fund continues without interruption, until such time as shareholders of each such Fund approve the New Agreement, following the closing of the Transaction and termination of the Previous Agreement with respect to such Funds; and

WHEREAS, Rule 15a-4 under the 1940 Act provides a temporary exemption from the shareholder approval requirements of Section 15(a) of the 1940 Act upon Board approval of an interim agreement containing the certain conditions specified in Rule 15a-4 adopted under the 1940 Act ("Interim Agreement");

NOW, THEREFORE, the Trust and the Adviser do mutually agree and promise as follows:

1. APPOINTMENT AS ADVISER. The Trust hereby appoints the Adviser to act as interim investment adviser to each Fund listed on Exhibit A subject to the terms and conditions set forth in this

Interim Agreement. The Adviser hereby accepts such appointment and agrees to furnish the services hereinafter described for the compensation provided for in this Interim Agreement.

2. DUTIES OF ADVISER.

(a) INVESTMENT MANAGEMENT SERVICES. (1)Subject to the supervision of the Trust's Board of Trustees (and except as otherwise permitted under the terms of any exemptive relief obtained by the Adviser from the Securities and Exchange Commission, or by rule or regulation), the Adviser will provide, or arrange for the provision of, a continuous investment program and overall investment strategies for each Fund, including investment research and management with respect to all securities and investments and cash equivalents in each Fund. The Adviser will determine, or arrange for others to determine, from time to time what securities and other investments will be purchased, retained or sold by each Fund and will implement, or arrange for others to implement, such determinations through the placement, in the name of a Fund, of orders for the execution of portfolio transactions with or through such brokers or dealers as may be so selected. The Adviser will provide, or arrange for the provision of, the services under this Agreement in accordance with the stated investment policies and restrictions of each Fund as set forth in that Fund's current prospectus and statement of additional information as currently in effect and as supplemented or amended from time to time (collectively referred to hereinafter as the "Prospectus") and subject to the directions of the Trust's Board of Trustees.

(2) Subject to the provisions of this Agreement and the 1940 Act and any exemptions thereto, the Adviser is authorized to appoint one or more qualified subadvisers (each a "Subadviser") to provide each Fund with certain services required by this Agreement. Each Subadviser shall have such investment discretion and shall make all determinations with respect to the investment of a Fund's assets as shall be assigned to that Subadviser by the Adviser and the purchase and sale of portfolio securities with respect to those assets and shall take such steps as may be necessary to implement its decisions. The Adviser shall not be responsible or liable for the investment merits of any decision by a Subadviser to purchase, hold, or sell a security for a Fund.

(3) Subject to the supervision and direction of the Trustees, the Adviser shall (i) have overall supervisory responsibility for the general management and investment of a Fund's assets; (ii) determine the allocation of assets among the Subadvisers, if any; and (iii) have full investment discretion to make all determinations with respect to the investment of Fund assets not otherwise assigned to a Subadviser.

(4) The Adviser shall research and evaluate each Subadviser, if any, including (i) performing initial due diligence on prospective Subadvisers and monitoring each Subadviser's ongoing performance; (ii) communicating performance expectations and evaluations to the Subadvisers; and (iii) recommending to the Trust's Board of Trustees whether a Subadviser's contract should be renewed, modified or terminated. The Adviser shall also recommend changes or additions to the Subadvisers and shall compensate the Subadvisers.

(5) The Adviser shall provide to the Trust's Board of Trustees such periodic reports concerning a Fund's business and investments as the Board of Trustees shall reasonably request.

(b) COMPLIANCE WITH APPLICABLE LAWS AND GOVERNING DOCUMENTS. In the performance of its duties and obligations under this Agreement, the Adviser shall act in conformity with the Trust's Agreement and Declaration of Trust, as from time to time amended and/or restated, and By-Laws, as from time to time amended and/or restated, and the Prospectus and with the instructions and directions received from the Trustees of the Trust and will conform to and comply with the requirements of the 1940 Act, including Rule 15a-4 thereunder, the Internal Revenue Code of 1986, as amended (the "Code") (including the requirements for qualification as a regulated investment company) and all other applicable federal and state laws and regulations.

The Adviser acknowledges and agrees that subject to the supervision and directions of the Trust's Board of Trustees, it shall be solely responsible for compliance with all disclosure requirements under all applicable federal and state laws and regulations relating to the Trust or a Fund, including, without limitation, the 1940 Act, and the rules and regulations thereunder, except that each Subadviser shall have liability in connection with information furnished by the Subadviser to a Fund or to the Adviser.

(c) CONSISTENT STANDARDS. It is recognized that the Adviser will perform various investment management and administrative services for entities other than the Trust and the Funds; in connection with providing such services, the Adviser agrees to exercise the same skill and care in performing its services under this Agreement as the Adviser exercises in performing similar services with respect to the other fiduciary accounts for which the Adviser has investment responsibilities.

(d) BROKERAGE. The Adviser is authorized, subject to the supervision of the Trust's Board of Trustees, (1) to establish and maintain accounts on behalf of each Fund with, and to place orders for the purchase and sale of assets not allocated to a Subadviser, with or through, such persons, brokers or dealers ("brokers") as the Adviser may select; and (2) to negotiate commissions to be paid on such transactions. In the selection of such brokers and the placing of such orders, the Adviser shall seek to obtain for a Fund the most favorable price and execution available, except to the extent the Adviser may be permitted to pay higher brokerage commissions for brokerage and research services, as provided below. In using its reasonable efforts to obtain for a Fund the most favorable price and execution available, the Adviser, bearing in mind the Fund's best interests at all times, shall consider all factors it deems relevant, including price, the size of the transaction, the nature of the market for the security, the amount of the commission, if any, the timing of the transaction, market prices and trends, the reputation, experience and financial stability of the broker involved, and the quality of service rendered by the broker in other transactions. Subject to such policies as the Trustees may determine, the Adviser shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused a Fund to pay a broker that provides brokerage and research services (within the meaning of Section 28(e) of the Securities Exchange Act of 1934, as amended) to the Adviser an amount of commission for effecting a Fund investment transaction that is in excess of the amount of commission that another broker would have charged for effecting that transaction, if, but only if, the Adviser determines in good faith that such commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or

the overall responsibilities of the Adviser with respect to the accounts as to which it exercises investment discretion.

It is recognized that the services provided by such brokers may be useful to the Adviser in connection with the Adviser's services to other clients. On occasions when the Adviser deems the purchase or sale of a security to be in the best interests of a Fund as well as other clients of the Adviser, the Adviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be sold or purchased in order to obtain the most favorable price or lower brokerage commissions and efficient execution. In such event, allocation of securities so sold or purchased, as well as the expenses incurred in the transaction, will be made by the Adviser in the manner the Adviser considers to be the most equitable and consistent with its fiduciary obligations to each Fund and to such other clients.

(e) SECURITIES TRANSACTIONS. The Adviser will not purchase securities or other instruments from or sell securities or other instruments to a Fund; PROVIDED, HOWEVER, the Adviser may purchase securities or other instruments from or sell securities or other instruments to a Fund if such transaction is permissible under applicable laws and regulations, including, without limitation, the 1940 Act, the Advisers Act and the rules and regulations promulgated thereunder or any exemption therefrom.

The Adviser agrees to observe and comply with Rule 17j-1 under the 1940 Act and the Trust's Code of Ethics, as the same may be amended from time to time.

(f) BOOKS AND RECORDS. In accordance with the 1940 Act and the rules and regulations promulgated thereunder, the Adviser shall maintain separate books and detailed records of all matters pertaining to the Funds and the Trust (the "Fund's Books and Records"), including, without limitation, a daily ledger of such assets and liabilities relating thereto and brokerage and other records of all securities transactions. The Adviser acknowledges that the Fund's Books and Records are property of the Trust. In addition, the Fund's Books and Records shall be available to the Trust at any time upon request and shall be available for telecopying without delay to the Trust during any day that the Funds are open for business.

3. EXPENSES. During the term of this Agreement, the Adviser will pay all expenses incurred by it in connection with its activities under this Agreement other than the cost of securities, commodities and other investments
(including brokerage commissions and other transaction charges, if any) purchased for a Fund. The Adviser shall, at its sole expense, employ or associate itself with such persons as it believes to be particularly fitted to assist it in the execution of its duties under this Agreement. The Adviser shall be responsible for the expenses and costs for the officers of the Trust and the Trustees of the Trust who are "interested persons" (as defined in the 1940 Act) of the Adviser.

It is understood that the Trust will pay all of its own expenses, including, without limitation, (1) all charges and expenses of any custodian or depository appointed by the Trust for the safekeeping of its cash, securities and other assets, (2) all charges and expenses paid to an administrator appointed by the Trust to provide administrative or compliance services, (3) the charges and expenses of any transfer agents and registrars appointed by the Trust, (4) the charges and expenses of independent certified public accountants and of general ledger accounting and internal reporting services for the Trust, (5) the

charges and expenses of dividend and capital gain distributions, (6) the compensation and expenses of Trustees of the Trust who are not "interested persons" of the Adviser, (7) brokerage commissions and issue and transfer taxes chargeable to the Trust in connection with securities transactions to which the Trust is a party, (8) all taxes and fees payable by the Trust to Federal, State or other governmental agencies, (9) the cost of stock certificates representing shares of the Trust, (10) all expenses of shareholders' and Trustees' meetings and of preparing, printing and distributing prospectuses and reports to shareholders, (11) charges and expenses of legal counsel for the Trust in connection with legal matters relating to the Trust, including without limitation, legal services rendered in connection with the Trust's existence, financial structure and relations with its shareholders, (12) insurance and bonding premiums, (13) association membership dues, (14) bookkeeping and the costs of calculating the net asset value of shares of the Trust's Funds, and
(15) expenses relating to the issuance, registration and qualification of the Trust's shares.

4. COMPENSATION. For the services provided and the expenses assumed with respect to a Fund pursuant to this Agreement, the Adviser will be entitled to the fee listed for each Fund on Exhibit A. Such fees will be computed daily and payable monthly at an annual rate based on a Fund's average daily net assets.

The method of determining net assets of a Fund for purposes hereof shall be the same as the method of determining net assets for purposes of establishing the offering and redemption price of the Shares as described in each Fund's Prospectus. If this Agreement shall be effective for only a portion of a month, the aforesaid fee shall be prorated for the portion of such month during which this Agreement is in effect.

The Adviser may from time to time agree not to impose all or a portion of its fee otherwise payable hereunder (in advance of the time such fee or portion thereof would otherwise accrue). Any such fee reduction may be discontinued or modified by the Adviser at any time.

Notwithstanding any other provision in this Agreement, all compensation earned by the Adviser hereunder respectively as to each Fund of the Trust listed on Exhibit A of this Interim Agreement shall be held in an interest-bearing escrow account with the Trust's custodian or a bank until such time as the holders of a majority of the outstanding voting securities of such Fund approve, within 150 days from the effective date of this Interim Agreement, the New Agreement between the Adviser and the Trust on behalf of such Fund. Upon such approval of the Shareholders of a Fund, the escrowed amount (including interest earned) for such Fund will be paid to the Adviser. However, should the New Agreement between the Adviser and the Trust not be approved by the holders of a Fund's outstanding voting securities within 150 days from the effective date of this Interim Agreement, the Adviser will be paid for such Fund from the escrow account the lesser of (i) any costs incurred by the Adviser in performing services under this Interim Agreement for such Fund; or (ii) the total amount in the escrow account (plus interest earned) for such Fund. Adviser shall submit to the Trust, on a monthly basis, a report itemizing its costs, as defined herein, including any supporting documentation.

5. REPRESENTATIONS AND WARRANTIES OF ADVISER. The Adviser represents and warrants to the Trust as follows:

(a) The Adviser is registered as an investment adviser under the Advisers Act;

(b) The Adviser is a business trust duly organized, validly existing and in good standing under the laws of the State of Delaware with the power to own and possess its assets and carry on its business as it is now being conducted;

(c) The execution, delivery and performance by the Adviser of this Agreement are within the Adviser's powers and have been duly authorized by all necessary action on the part of its shareholders and/or trustees, and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Adviser for the execution, delivery and performance by the Adviser of this Agreement, and the execution, delivery and performance by the Adviser of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Adviser's governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Adviser;

(d) The Form ADV of the Adviser provided to the Trust is a true and complete copy of the form, including that part or parts of the Form ADV filed with the SEC, that part or parts maintained in the records of the Adviser, and/or that part or parts provided or offered to clients, in each case as required under the Advisers Act and rules thereunder, and the information contained in such Form ADV is accurate and complete in all material respects and does not omit to state any material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading.

6. SURVIVAL OF REPRESENTATIONS AND WARRANTIES; DUTY TO UPDATE INFORMATION. All representations and warranties made by the Adviser pursuant to
Section 5 shall survive for the duration of this Agreement and the parties hereto shall promptly notify each other in writing upon becoming aware that any of the foregoing representations and warranties are no longer true.

7. LIABILITY AND INDEMNIFICATION.

(a) LIABILITY. In the absence of willful misfeasance, bad faith or gross negligence on the part of the Adviser or a reckless disregard of its duties hereunder, the Adviser shall not be subject to any liability to a Fund or the Trust, for any act or omission in the case of, or connected with, rendering services hereunder or for any losses that may be sustained in the purchase, holding or sale of Fund assets; PROVIDED, HOWEVER, that nothing herein shall relieve the Adviser from any of its obligations under applicable law, including, without limitation, the federal and state securities laws.

(b) INDEMNIFICATION. The Adviser shall indemnify the Trust and its officers and trustees, for any liability and expenses, including attorneys fees, which may be sustained as a result of the Adviser's willful misfeasance, bad faith, gross negligence, reckless disregard of its duties hereunder or violation of applicable law, including, without limitation, the federal and state securities laws.

8. DURATION AND TERMINATION.

(a) DURATION. This Interim Agreement shall become effective on May 1, 2007 and shall continue in full force and effect continuously until the date not greater than 150 days from May 1, 2007, unless sooner terminated as provided herein.

(b) TERMINATION. This Agreement will terminate as to any Fund listed on Exhibit A to this Interim Agreement: (1) upon approval of the New Agreement by a majority of such Fund's outstanding voting securities. This Agreement may also be terminated at any time, upon the vote of a majority of the Trustees, or (2) with respect to any Fund, by the vote of a majority of such Fund's outstanding voting securities (as defined in the 1940 Act), upon not more than 10 (ten) calendar days written notice to the Adviser. This Agreement may also be terminated by the Adviser upon not less than sixty (60) days notice to the Trust.

This Agreement shall not be assigned and shall terminate automatically in the event of its assignment (as such term is defined in the 1940 Act).

9. SERVICES NOT EXCLUSIVE. The services furnished by the Adviser hereunder are not to be deemed exclusive, and the Adviser shall be free to furnish similar services to others so long as its services under this Agreement are not impaired thereby. It is understood that the action taken by the Adviser under this Agreement may differ from the advice given or the timing or nature of action taken with respect to other clients of the Adviser, and that a transaction in a specific security may not be accomplished for all clients of the Adviser at the same time or at the same price.

10. AMENDMENT. This Agreement may be amended by mutual consent of the parties, provided that the terms of each such amendment shall be in writing and approved by the Trust's Board of trustees or by a vote of a majority of the outstanding voting securities of a Fund (as required by the 1940 Act).

11. CONFIDENTIALITY. Subject to the duties of the Adviser and the Trust to comply with applicable law, including any demand of any regulatory or taxing authority having jurisdiction, the parties hereto shall treat as confidential all information pertaining to a Fund and the Trust and the actions of the Adviser and the Funds in respect thereof.

12. NOTICE. Any notice that is required to be given by the parties to each other under the terms of this Agreement shall be in writing, delivered, or mailed postpaid to the other party, or transmitted by facsimile with acknowledgment of receipt, to the parties at the following addresses or facsimile numbers, which may from time to time be changed by the parties by notice to the other party:

(a) If to the Adviser:

Nationwide Fund Advisors ("Gartmore Mutual Fund Capital Trust," until May 1, 2007) 1200 River Road Conshohocken, Pennsylvania 19428 Attention: Legal Department.

Facsimile: (484) 530-1323

(b) If to the Trust:

Nationwide Mutual Funds ("Gartmore Mutual Funds," until May 1, 2007)
1200 River Road Conshohocken, Pennsylvania 19428 Attention: Legal Department.

Facsimile: (484) 530-1323

13. JURISDICTION. This Agreement shall be governed by and construed to be in accordance with substantive laws of the State of Delaware without reference to choice of law principles thereof and in accordance with the 1940 Act. In the case of any conflict, the 1940 Act shall control.

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

15. CERTAIN DEFINITIONS. For the purposes of this Agreement, "interested person," "affiliated person," "assignment" shall have their respective meanings as set forth in the 1940 Act, subject, however, to such exemptions as may be granted by the SEC.

16. CAPTIONS. The captions herein are included for convenience of reference only and shall be ignored in the construction or interpretation hereof.

17. SEVERABILITY. If any provision of this Agreement shall be held or made invalid by a court decision or applicable law, the remainder of the Agreement shall not be affected adversely and shall remain in full force and effect.

18. NATIONWIDE MUTUAL FUNDS AND ITS TRUSTEES. The terms "Nationwide Mutual Funds" or "Gartmore Mutual Funds" and the "Trustees of Nationwide Mutual Funds" or the "Trustees of Gartmore Mutual Funds" refer respectively to the Trust created and the Trustees, as trustees but not individually or personally, acting from time to time under an Agreement and Declaration of Trust made and dated as of September 30, 2004, as has been or may be amended and/or restated from time to time, and to which reference is hereby made.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day and year first written above.

ADVISER:
NATIONWIDE FUND ADVISORS
(a.k.a. Gartmore Mutual Fund Capital Trust)

By: /S/GERALD J. HOLLAND
    --------------------------------------------
Name: GERALD J. HOLLAND
      ------------------------------------------
Title: SVP-COO
       -----------------------------------------

TRUST:
NATIONWIDE MUTUAL FUNDS
(a.k.a. Gartmore Mutual Funds)

By: /S/JOHN GRADY
    --------------------------------------------
Name: JOHN GRADY
      ------------------------------------------
Title: PRESIDENT
       -----------------------------------------

INTERIM INVESTMENT ADVISORY AGREEMENT
BETWEEN NATIONWIDE MUTUAL FUNDS
AND NATIONWIDE FUND ADVISORS

FUNDS OF THE TRUST                                                ADVISORY FEES
------------------                                                --------------
Nationwide U.S. Growth Leaders Fund2                              0.90% on assets up to $500 million
                                                                  0.80% on the next $1.5 billion in assets
                                                                  0.75% on assets of $2 billion and more
Nationwide Micro Cap Equity Fund                                  1.25% of the Fund's average daily net assets
Nationwide Small Cap Leaders Fund                                 0.95% of the Fund's average daily net assets
Nationwide U.S. Growth Leaders Long-Short Fund                    1.50% on assets up to $250 million
                                                                  1.25% on assets of $250 million and more
Nationwide China Opportunities Fund1                              1.25% on assets up to $500 million
                                                                  1.20% on assets of $500 million and more
                                                                  but less than $2 billion
                                                                  1.15% on assets of $2 billion and more
Nationwide Optimal Allocations Fund:                              0.15% of the Fund's average daily net assets
Growth
Nationwide Optimal Allocations Fund: Moderate Growth              0.15% of the Fund's average daily net assets
Nationwide Optimal Allocations Fund: Moderate                     0.15% of the Fund's average daily net assets
Nationwide Optimal Allocations Fund: Specialty                    0.15% of the Fund's average daily net assets
Nationwide Small Cap Fund                                         0.95% on assets up to $100 million
                                                                  0.80% on assets of $100 million and more
Nationwide Investor Destinations Moderate Fund                    0.13% of average daily net assets
Nationwide Investor Destinations Moderately                       0.13% of average daily net assets
Conservative Fund
Nationwide Investor Destinations Conservative Fund                0.13% of average daily net assets
Nationwide Worldwide Leaders Fund1                                0.90% on assets up to $500 million
                                                                  0.85% on assets of $500 million and more
                                                                  but less than $2 billion
                                                                  0.80% for assets of $2 billion and more
Nationwide Short Duration Bond Fund                               0.35% on assets up to $500 million
                                                                  0.34% on assets of $500 million and more
                                                                  but less than $1 billion
                                                                  0.325% on assets of $1 billion and more
                                                                  but less than $3 billion
                                                                  0.30% on assets of $3 billion and more
                                                                  but less than $5 billion
                                                                  0.285% on assets of $5 billion and more
                                                                  but less than $10 billion
                                                                  0.275% for assets of $10 billion and more

INTERIM INVESTMENT ADVISORY AGREEMENT
BETWEEN NATIONWIDE MUTUAL FUNDS
AND NATIONWIDE FUND ADVISORS
EFFECTIVE MAY 1, 2007

1Performance Fees for the Nationwide China Opportunities Fund and Nationwide Worldwide Leaders Fund.

The base advisory fee for each of these Funds, as set forth above, is adjusted each quarter beginning one year after implementation of the Performance Fee, depending upon a Fund's investment performance for the 12 months preceding the end of that month relative to the investment performance of each respective Fund's benchmark as listed below. The base fee is either increased or decreased proportionately by the following amounts at each breakpoint, based upon whether a Fund has out-performed or under-performed its respective benchmark (using the performance of each such Fund's Class A Shares to measure), by more or less than a maximum of 500 basis points over the preceding rolling 12 month period as follows:

+/-     100 bps under/outperformance                         2bps
+/-     200 bps under/outperformance                         4bps
+/-     300 bps under/outperformance                         6bps
+/-     400 bps under/outperformance                         8bps
+/-     500 bps or more under/outperformance                 10bps

The investment performance of each Fund will be the sum of: (1) the change in each Fund's value during such period; (2) the value of the Fund's cash distributions (from net income and realized net gains) having an ex-dividend date during such calculation period; and (3) the value of any capital gains taxes paid or accrued during such calculation period for undistributed realized long-term capital gains from the Fund. For this purpose, the value of distributions per share of realized capital gains, of dividends per share paid from investment income and of capital gains taxes per share reinvested in the Fund will be the Fund's value in effect at the close of business on the record date for the payment of such distributions and the date on which provision is made for such taxes, after giving effect to such distribution, dividends and taxes.

Benchmark Index Performance:

The performance of each respective benchmark Index for a calculation period, expressed as a percentage of each Index, at the beginning of such period will be the sum of: (1) the change in the level of the Index during such period; and (2) the value, as calculated consistent with the Index, of cash distributions having an ex-dividend date during such period made by those companies whose securities comprise the Index. For this purpose, cash distributions on the securities that comprise the Index will be treated as if they were reinvested in the Index at least as frequently as the end of each calendar quarter following payment of the dividend.

1. Nationwide China Opportunities Fund MSCI Zhong Hua Index
2. Nationwide Worldwide Leaders Fund MSCI World Index

2Performance fee for the Nationwide U.S. Growth Leaders Fund

The base advisory fee listed above is adjusted each quarter, beginning one year after commencement of operations, depending on the Fund's investment performance for the 36 months preceding the end of that month, relative to the investment performance of the Fund's benchmark, the S&P 500 Index. The base fee is either increased or decreased by the following amounts at each breakpoint, based on whether the Fund has out- or under-performed the S&P 500 Index by more or less than 1200 basis points over the preceding rolling 36 month period:

For assets up to $500 million                    +/-    22 basis points
Next $1.5 billion in assets                      +/-    18 basis points
Assets of $2 billion and more                    +/-    16 basis points

The investment performance of the Nationwide U.S. Growth Leaders Fund will be the sum of: (1) the change in the Fund's value during such period; (2) the value of the Fund's cash distributions (from net income and realized net gains) having an ex-dividend date during such calculation period; and (3) the value of any capital gains taxes paid or accrued during such calculation period for undistributed realized long-term capital gains from the Fund. For this purpose, the value of distributions per share of realized capital gains, of dividends per share paid from investment income and of capital gains taxes per share reinvested in the Fund at the Fund's value in effect at the close of business on the record date for the payment of such distributions and dividends and the date on which provision is made for such taxes, after giving effect to such distribution, dividends and taxes.

S&P 500 Index Performance:

The performance of the S&P 500 Index for a calculation period, expressed as a percentage of the S&P 500 Index, at the beginning of such period will be the sum of: (1) the change in the level of the S&P 500 Index during such period; and (2) the value, as calculated consistent with the S&P 500 Index, of cash distributions having an ex-dividend date during such period made by those companies whose securities comprise the S&P 500 Index. For this purpose, cash distributions on the securities that comprise the S&P 500 Index will be treated as if they were reinvested in the S&P 500 Index at least as frequently as the end of each calendar quarter following payment of the dividend.

EX-99(d)(2)

INVESTMENT ADVISORY AGREEMENT

THIS AGREEMENT is made and entered into as of the 1st day of May, 2007 by and between NATIONWIDE MUTUAL FUNDS (formerly Gartmore Mutual Funds) (the "Trust"), a Delaware statutory trust, and NATIONWIDE FUND ADVISORS (formerly Gartmore Mutual Fund Capital Trust) (the "Adviser"), a Delaware statutory trust registered under the Investment Advisers Act of 1940, as amended (the "Advisers Act").

WITNESSETH:

WHEREAS, the Trust is registered with the Securities and Exchange Commission (the "SEC") as an open-end management investment company under the Investment Company Act of 1940, as amended (the "1940 Act");

WHEREAS, the Trust desires to retain the Adviser to furnish certain investment advisory services, as described herein, with respect to certain of the series of the Trust, all as now are or may be hereafter listed on Exhibit A to this Agreement (each, a "Fund"); and

WHEREAS, the Adviser represents that it is willing and possesses legal authority to render such services subject to the terms and conditions set forth in this Agreement,

NOW, THEREFORE, the Trust and the Adviser do mutually agree and promise as follows:

1. APPOINTMENT AS ADVISER. The Trust hereby appoints the Adviser to act as investment adviser to each Fund subject to the terms and conditions set forth in this Agreement. The Adviser hereby accepts such appointment and agrees to furnish the services hereinafter described for the compensation provided for in this Agreement.

2. DUTIES OF ADVISER.

a. INVESTMENT MANAGEMENT SERVICES.

(i) Subject to the supervision of the Trust's Board of Trustees (and except as otherwise permitted under the terms of any exemptive relief obtained by the Adviser from the SEC, or by rule or regulation), the Adviser will provide, or arrange for the provision of, a continuous investment program and overall investment strategies for each Fund, including investment research and management with respect to all securities and investments and cash equivalents in each Fund. The Adviser will determine, or arrange for others to determine, from time to time what securities and other investments will be purchased, retained or sold by each Fund and will implement, or arrange for others to implement, such determinations through the placement, in the name of a Fund, of orders for the execution of portfolio transactions with or through such brokers or dealers as may be so selected. The Adviser will provide, or arrange for the provision of, the services under this Agreement in accordance with the stated investment policies and restrictions of each Fund as set forth in that Fund's current prospectus and statement of additional information as currently in effect and as supplemented or amended from time to time (collectively referred to hereinafter as the "Prospectus") and subject to the directions of the Trust's Board of Trustees.

(ii) Subject to the provisions of this Agreement and the 1940 Act and any exemptions thereto, the Adviser is authorized to appoint one or more qualified subadvisers (each a "Subadviser") to provide each Fund with certain services required by this Agreement. Each Subadviser shall have such investment discretion and shall make all determinations with respect to the investment of a Fund's assets as shall be assigned to that Subadviser by the Adviser and the purchase and sale of portfolio securities with respect to those assets and shall take such steps as may be necessary to implement its decisions. The Adviser shall not be responsible or liable for the investment merits of any decision by a Subadviser to purchase, hold, or sell a security for a Fund.

(iii) Subject to the supervision and direction of the Trustees, the Adviser shall (i) have overall supervisory responsibility for the general management and investment of a Fund's assets; (ii) determine the allocation of assets among the Subadvisers, if any; and (iii) have full investment discretion to make all determinations with respect to the investment of Fund assets not otherwise assigned to a Subadviser.

(iv) The Adviser shall research and evaluate each Subadviser, if any, including (i) performing initial due diligence on prospective Subadvisers and monitoring each Subadviser's ongoing performance; (ii) communicating performance expectations and evaluations to the Subadvisers; and (iii) recommending to the Trust's Board of Trustees whether a Subadviser's contract should be renewed, modified or terminated. The Adviser shall also recommend changes or additions to the Subadvisers and shall compensate the Subadvisers.

(v) The Adviser shall provide to the Trust's Board of Trustees such periodic reports concerning a Fund's business and investments as the Board of Trustees shall reasonably request.

b. COMPLIANCE WITH APPLICABLE LAWS AND GOVERNING DOCUMENTS. In the performance of its duties and obligations under this Agreement, the Adviser shall act in conformity with the Trust's Agreement and Declaration of Trust, as from time to time amended and/or restated, and By-Laws, as from time to time amended and/or restated, and the Prospectus and with the instructions and directions received from the Trustees of the Trust and will conform to and comply with the requirements of the 1940 Act, the Internal Revenue Code of 1986, as amended (the "Code") (including the requirements for qualification as a regulated investment company) and all other applicable federal and state laws and regulations.

The Adviser acknowledges and agrees that subject to the supervision and directions of the Trust's Board of Trustees, it shall be solely responsible for compliance with all disclosure requirements under all applicable federal and state laws and regulations relating to the Trust or a Fund, including, without limitation, the 1940 Act, and the rules and regulations thereunder, except that each Subadviser shall have liability in connection with information furnished by the Subadviser to a Fund or to the Adviser.

c. CONSISTENT STANDARDS. It is recognized that the Adviser will perform various investment management and administrative services for entities other than the Trust and the Funds; in connection with providing such services, the Adviser agrees to exercise the same skill and care in performing its services under this Agreement as the Adviser exercises in performing similar services with respect to the other fiduciary accounts for which the Adviser has investment responsibilities.

d. BROKERAGE. The Adviser is authorized, subject to the supervision of the Trust's Board of Trustees, (1) to establish and maintain accounts on behalf of each Fund with, and to place orders for the purchase and sale of assets not allocated to a Subadviser, with or through, such persons, brokers or dealers ("brokers") as the Adviser may select; and (2) to negotiate commissions to be paid on such transactions. In the selection of such brokers and the placing of such orders, the Adviser shall seek to obtain for a Fund the most favorable price and execution available, except to the extent the Adviser may be permitted to pay higher brokerage commissions for brokerage and research services, as provided below. In using its reasonable efforts to obtain for a Fund the most favorable price and execution available, the Adviser, bearing in mind the Fund's best interests at all times, shall consider all factors it deems relevant, including price, the size of the transaction, the nature of the market for the security, the amount of the commission, if any, the timing of the transaction, market prices and trends, the reputation, experience and financial stability of the broker involved, and the quality of service rendered by the broker in other transactions. Subject to such policies as the Trustees may determine, the Adviser shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused a Fund to pay a broker that provides brokerage and research services (within the meaning of Section 28(e) of the Securities Exchange Act of 1934, as amended) to the Adviser an amount of commission for effecting a Fund's investment transaction that is in excess of the amount of commission that another broker would have charged for effecting that transaction, if, but only if, the Adviser determines in good faith that such commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the overall responsibilities of the Adviser with respect to the accounts as to which it exercises investment discretion.

It is recognized that the services provided by such brokers may be useful to the Adviser in connection with the Adviser's services to other clients. On occasions when the Adviser deems the purchase or sale of a security to be in the best interests of a Fund as well as other clients of the Adviser, the Adviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be sold or purchased in order to obtain the most favorable price or lower brokerage commissions and efficient execution. In such event, allocation of securities so sold or purchased, as well as the expenses incurred in the transaction, will be made by the Adviser in the manner the Adviser considers to be the most equitable and consistent with its fiduciary obligations to each Fund and to such other clients.

e. SECURITIES TRANSACTIONS. The Adviser will not purchase securities or other instruments from or sell securities or other instruments to a Fund; PROVIDED, HOWEVER, the Adviser may purchase securities or other instruments from or sell securities or other instruments to a Fund if such transaction is permissible under applicable laws and regulations, including, without limitation, the 1940 Act, the Advisers Act and the rules and regulations promulgated thereunder or any exemption therefrom.

The Adviser agrees to observe and comply with Rule 17j-1 under the 1940 Act and the Trust's Code of Ethics, as the same may be amended from time to time.

f. BOOKS AND RECORDS. In accordance with the 1940 Act and the rules and regulations promulgated thereunder, the Adviser shall maintain separate books and detailed records of all matters pertaining to the Funds and the Trust (the "Fund's Books and Records"), including, without limitation, a daily ledger of such assets and liabilities relating thereto and brokerage and other records of all securities transactions. The Adviser acknowledges that the Fund's Books and Records are property of the Trust. In addition, the Fund's Books and Records shall be available to the Trust at any time upon request and shall be available for telecopying without delay to the Trust during any day that the Funds are open for business.

3. EXPENSES. During the term of this Agreement, the Adviser will pay all expenses incurred by it in connection with its activities under this Agreement other than the cost of securities, commodities and other investments
(including brokerage commissions and other transaction charges, if any) purchased for a Fund. The Adviser shall, at its sole expense, employ or associate itself with such persons as it believes to be particularly fitted to assist it in the execution of its duties under this Agreement. The Adviser shall be responsible for the expenses and costs for the officers of the Trust and the Trustees of the Trust who are "interested persons" (as defined in the 1940 Act) of the Adviser.

It is understood that the Trust will pay all of its own expenses, including, without limitation, (1) all charges and expenses of any custodian or depository appointed by the Trust for the safekeeping of its cash, securities and other assets, (2) all charges and expenses paid to an administrator appointed by the Trust to provide administrative or compliance services, (3) the charges and expenses of any transfer agents and registrars appointed by the Trust, (4) the charges and expenses of independent certified public accountants and of general ledger accounting and internal reporting services for the Trust,
(5) the charges and expenses of dividend and capital gain distributions, (6) the compensation and expenses of Trustees of the Trust who are not "interested persons" of the Adviser, (7) brokerage commissions and issue and transfer taxes chargeable to the Trust in connection with securities transactions to which the Trust is a party, (8) all taxes and fees payable by the Trust to Federal, State or other governmental agencies, (9) the cost of stock certificates representing shares of the Trust, (10) all expenses of shareholders' and Trustees' meetings and of preparing, printing and distributing prospectuses and reports to shareholders, (11) charges and expenses of legal counsel for the Trust in connection with legal matters relating to the Trust, including without limitation, legal services rendered in connection with the Trust's existence, financial structure and relations with its shareholders, (12) insurance and bonding premiums, (13) association membership dues, (14) bookkeeping and the costs of calculating the net asset value of shares of the Trust's Funds, and
(15) expenses relating to the issuance, registration and qualification of the Trust's shares.

4. COMPENSATION. For the services provided and the expenses assumed with respect to a Fund pursuant to this Agreement, the Adviser will be entitled to the fee listed for each Fund on Exhibit A. Such fees will be computed daily and payable monthly at an annual rate based on a Fund's average daily net assets.

The method of determining net assets of a Fund for purposes hereof shall be the same as the method of determining net assets for purposes of establishing the offering and redemption price of the Shares as described in each Fund's Prospectus. If this Agreement shall be effective for only a portion of a month, the aforesaid fee shall be prorated for the portion of such month during which this Agreement is in effect.

Notwithstanding any other provision of this Agreement, the Adviser may from time to time agree not to impose all or a portion of its fee otherwise payable hereunder (in advance of the time such fee or portion thereof would otherwise accrue). Any such fee reduction may be discontinued or modified by the Adviser at any time.

5. REPRESENTATIONS AND WARRANTIES OF ADVISER. The Adviser represents and warrants to the Trust as follows:

The Adviser is registered as an investment adviser under the Advisers Act;

The Adviser is a statutory trust duly organized, validly existing and in good standing under the laws of the State of Delaware with the power to own and possess its assets and carry on its business as it is now being conducted;

The execution, delivery and performance by the Adviser of this Agreement are within the Adviser's powers and have been duly authorized by all necessary action on the part of its shareholders and/or trustees, and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Adviser for the execution, delivery and performance by the Adviser of this Agreement, and the execution, delivery and performance by the Adviser of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Adviser's governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Adviser;

The Form ADV of the Adviser provided to the Trust is a true and complete copy of the form, including that part or parts of the Form ADV filed with the SEC, that part or parts maintained in the records of the Adviser, and/or that part or parts provided or offered to clients, in each case as required under the Advisers Act and rules thereunder, and the information contained in such Form ADV is accurate and complete in all material respects and does not omit to state any material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading.

6. SURVIVAL OF REPRESENTATIONS AND WARRANTIES; DUTY TO UPDATE INFORMATION. All representations and warranties made by the Adviser pursuant to
Section 5 shall survive for the duration of this Agreement and the parties hereto shall promptly notify each other in writing upon becoming aware that any of the foregoing representations and warranties are no longer true.

7. LIABILITY AND INDEMNIFICATION.

a. LIABILITY. In the absence of willful misfeasance, bad faith or gross negligence on the part of the Adviser or a reckless disregard of its

duties hereunder, the Adviser shall not be subject to any liability to a Fund or the Trust, for any act or omission in the case of, or connected with, rendering services hereunder or for any losses that may be sustained in the purchase, holding or sale of Fund assets; PROVIDED, HOWEVER, that nothing herein shall relieve the Adviser from any of its obligations under applicable law, including, without limitation, the federal and state securities laws.

b. INDEMNIFICATION. The Adviser shall indemnify the Trust and its officers and trustees, for any liability and expenses, including attorneys' fees, which may be sustained as a result of the Adviser's willful misfeasance, bad faith, gross negligence, reckless disregard of its duties hereunder or violation of applicable law, including, without limitation, the federal and state securities laws.

8. DURATION AND TERMINATION.

a. DURATION. Unless sooner terminated, this Agreement shall continue until May 1, 2008 with respect to any Fund covered by this Agreement initially and for any Fund subsequently added to this Agreement, an initial period of no more than two years that terminates on the second May 1st that occurs following the effective date of this Agreement with respect to such Fund, and thereafter shall continue automatically for successive annual periods with respect to each of the Funds; PROVIDED that such continuance is specifically approved at least annually by the Trust's Board of Trustees or the vote of the lesser of (a) 67% of the shares of a Fund represented at a meeting if holders of more than 50% of the outstanding shares of the Fund are present in person or by proxy or (b) more than 50% of the outstanding shares of the Fund; PROVIDED FURTHER that in either event its continuance also is approved by a majority of the Trust's Trustees who are not "interested persons" (as defined in the 1940 Act) of any party to this Agreement, by vote cast in person at a meeting called for the purpose of voting on such approval.

b. TERMINATION. Notwithstanding whatever may be provided herein to the contrary, this Agreement may be terminated at any time, without payment of any penalty by vote of a majority of the Trust's Board of Trustees, or, with respect to a Fund, by "vote of a majority of the outstanding voting securities" (as defined in the 1940 Act) of that Fund, or by the Adviser, in each case, upon not less than sixty (60) days' written notice to the other party.

This Agreement shall not be assigned (as such term is defined in the 1940 Act) and shall terminate automatically in the event of its assignment.

9. SERVICES NOT EXCLUSIVE. The services furnished by the Adviser hereunder are not to be deemed exclusive, and the Adviser shall be free to furnish similar services to others so long as its services under this Agreement are not impaired thereby. It is understood that the action taken by the Adviser under this Agreement may differ from the advice given or the timing or nature of action taken with respect to other clients of the Adviser, and that a transaction in a specific security may not be accomplished for all clients of the Adviser at the same time or at the same price.

10. AMENDMENT. This Agreement may be amended by mutual consent of the parties, provided that the terms of each such amendment shall be in writing and approved by the Trust's Board of Trustees or by a vote of a majority of the outstanding voting securities of a Fund (as required by the 1940 Act).

11. CONFIDENTIALITY. Subject to the duties of the Adviser and the Trust to comply with applicable law, including any demand of any regulatory or taxing authority having jurisdiction, the parties hereto shall treat as confidential all information pertaining to a Fund and the Trust and the actions of the Adviser and the Funds in respect thereof.

12. NOTICE. Any notice that is required to be given by the parties to each other under the terms of this Agreement shall be in writing, delivered, or mailed postpaid to the other party, or transmitted by facsimile with acknowledgment of receipt, to the parties at the following addresses or facsimile numbers, which may from time to time be changed by the parties by notice to the other party:

a. If to the Adviser:

Nationwide Fund Advisors
1200 River Road
Conshohocken, Pennsylvania 19428 Attention: Legal Department.

Facsimile: (484) 530-1323

b. If to the Trust:

Nationwide Mutual Funds
1200 River Road
Conshohocken, Pennsylvania 19428 Attention: Legal Department.

Facsimile: (484) 530-1323

13. JURISDICTION. This Agreement shall be governed by and construed to be in accordance with substantive laws of the State of Delaware without reference to choice of law principles thereof and in accordance with the 1940 Act. In the case of any conflict, the 1940 Act shall control.

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

15. CERTAIN DEFINITIONS. For the purposes of this Agreement, "interested person," "affiliated person," "assignment" shall have their respective meanings as set forth in the 1940 Act, subject, however, to such exemptions as may be granted by the SEC.

16. CAPTIONS. The captions herein are included for convenience of reference only and shall be ignored in the construction or interpretation hereof.

17. SEVERABILITY. If any provision of this Agreement shall be held or made invalid by a court decision or applicable law, the remainder of the Agreement shall not be affected adversely and shall remain in full force and effect.

18. NATIONWIDE MUTUAL FUNDS AND ITS TRUSTEES. The terms "Nationwide Mutual Funds" and the "Trustees of Nationwide Mutual Funds" refer respectively to the Trust created and the Trustees, as trustees but not individually or personally, acting from time to time under an Agreement and Declaration of Trust made and dated as of September 30, 2004, as has been or may be amended and/or restated from time to time, and to which reference is hereby made.

[The remainder of this page is intentionally left blank.]

IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day and year first written above.

ADVISER:
NATIONWIDE FUND ADVISORS

By: /s/ GERALD J. HOLLAND
    ------------------------
Name: Gerald J. Holland
Title: SVP-COO

TRUST:
NATIONWIDE MUTUAL FUNDS

By: /s/ JOHN GRADY
    ------------------------
Name: John Grady
Title: President

EXHIBIT A
INVESTMENT ADVISORY AGREEMENT

BETWEEN

NATIONWIDE FUND ADVISORS AND NATIONWIDE MUTUAL FUNDS

----------------------------------------------------------- ----------------------------------------------------------
                    FUNDS OF THE TRUST                                            ADVISORY FEES
----------------------------------------------------------- ----------------------------------------------------------
Nationwide Fund                                             0.60% on assets up to $250 million
Nationwide Growth Fund                                      0.575% on assets of $250 million and more
                                                            but less than $1 billion
                                                            0.55% on assets of $1 billion and more
                                                            but less than $2 billion
                                                            0.525% on assets of $2 billion and more
                                                            but less than $5 billion
                                                            0.50% for assets of $5 billion and more
----------------------------------------------------------- ----------------------------------------------------------
Nationwide Value Opportunities Fund                         0.70% on assets up to $250 million
                                                            0.675% on assets of $250 million and more
                                                            but less than $1 billion
                                                            0.65% on assets of $1 billion and more
                                                            but less than $2 billion
                                                            0.625% on assets of $2 billion and more
                                                            but less than $5 billion
                                                            0.60% for assets of $5 billion and more
----------------------------------------------------------- ----------------------------------------------------------
Nationwide Mid Cap Growth Leaders Fund                      0.80% on assets up to $250 million
                                                            0.77% on assets of $250 million and more
                                                            but less than $1 billion
                                                            0.74% on assets of $1 billion and more
                                                            but less than $2 billion
                                                            0.71% on assets of $2 billion and more
                                                            but less than $5 billion
                                                            0.68% for assets of $5 billion and more
----------------------------------------------------------- ----------------------------------------------------------
Nationwide Global Technology and                            0.88% on assets up to $500 million
Communications Fund1                                        0.83% on assets of $500 million and more
                                                            but less than $2 billion
                                                            0.78% for assets of $2 billion and more
----------------------------------------------------------- ----------------------------------------------------------
Nationwide Global Health Sciences Fund1                     0.90% on assets up to $500 million
                                                            0.85% on assets of $500 million and more
                                                            but less than $2 billion
                                                            0.80% for assets of $2 billion and more
----------------------------------------------------------- ----------------------------------------------------------
Nationwide  U.S. Growth Leaders Fund2                       0.90% on assets up to $500 million
                                                            0.80% on the next $1.5 billion in assets
                                                            0.75% on assets of $2 billion and more
----------------------------------------------------------- ----------------------------------------------------------
Nationwide Leaders Fund1                                    0.80% on assets up to $500 million
                                                            0.70% on assets of $500 million and more
                                                            but less than $2 billion
                                                            0.65% on assets of $2 billion or more
----------------------------------------------------------- ----------------------------------------------------------

----------------------------------------------------------- ----------------------------------------------------------
                    FUNDS OF THE TRUST                                            ADVISORY FEES
----------------------------------------------------------- ----------------------------------------------------------
Nationwide Micro Cap Equity Fund                            1.25% of the Fund's average daily net assets
----------------------------------------------------------- ----------------------------------------------------------
Nationwide  Mid Cap Growth Fund                             0.75% on assets up to $250 million
                                                            0.725% on assets of $250 million and more
                                                            but less than $1 billion
                                                            0.70% on assets of $1 billion and more
                                                            but less than $2 billion
                                                            0.675% on assets of $2 billion and more
                                                            but less than $5 billion
                                                            0.65% for assets of $5 billion and more
----------------------------------------------------------- ---------------------------------------------------------
Nationwide  Small Cap Leaders Fund                          0.95% of the Fund's average daily net assets
----------------------------------------------------------- ---------------------------------------------------------
Nationwide  U.S. Growth Leaders Long-Short Fund             1.50% on assets up to $250 million
                                                            1.25% on assets of $250 million and more
----------------------------------------------------------- ---------------------------------------------------------
Nationwide China Opportunities Fund1                        1.25% on assets up to $500 million
                                                            1.20% on assets of $500 million and more
                                                            but less than $2 billion
                                                            1.15% on assets of $2 billion and more
----------------------------------------------------------- ---------------------------------------------------------
Nationwide  Global Natural Resources Fund1                  0.70% on assets up to $500 million
                                                            0.65% on assets of $500 million and more
                                                            but less than $2 billion
                                                            0.60% on assets of $2 billion and more
----------------------------------------------------------- ---------------------------------------------------------
Nationwide  Optimal Allocations Fund:                       0.15% of the Fund's average daily net assets
Growth

----------------------------------------------------------- ---------------------------------------------------------
Nationwide  Optimal Allocations Fund: Moderate Growth       0.15% of the Fund's average daily net assets
----------------------------------------------------------- ---------------------------------------------------------
Nationwide  Optimal Allocations Fund: Moderate              0.15% of the Fund's average daily net assets
----------------------------------------------------------- ---------------------------------------------------------
Nationwide  Optimal Allocations Fund: Specialty             0.15% of the Fund's average daily net assets
----------------------------------------------------------- ---------------------------------------------------------
Nationwide  Optimal Allocations Fund: Defensive             0.15% of the Fund's average daily net assets
----------------------------------------------------------- ---------------------------------------------------------
NorthPointe Small Cap Value Fund                            0.85% of the Fund's average daily net assets
----------------------------------------------------------- ---------------------------------------------------------
NorthPointe Small Cap Growth Fund                           0.95% of the Fund's average daily net assets
----------------------------------------------------------- ---------------------------------------------------------
Nationwide Bond Fund                                        0.50% on assets up to $250 million
Nationwide Tax-Free Income Fund                             0.475% on assets of $250 million and more
Nationwide Government Bond Fund                             but less than $1 billion
                                                            0.45% on assets of $1 billion and more
                                                            but less than $2 billion
                                                            0.425% on assets of $2 billion and more
                                                            but less than $5 billion
                                                            0.40% for assets of $5 billion and more
----------------------------------------------------------- ---------------------------------------------------------

----------------------------------------------------------- ----------------------------------------------------------
                    FUNDS OF THE TRUST                                            ADVISORY FEES
----------------------------------------------------------- ----------------------------------------------------------
Nationwide Money Market Fund                                0.40% on assets up to $1 billion
                                                            0.38% on assets of $1 billion and more
                                                            but less than $2 billion
                                                            0.36% on assets of $2 billion and more
                                                            but less than $5 billion
                                                            0.34% for assets of $5 billion and more
----------------------------------------------------------- ---------------------------------------------------------
Nationwide S&P 500 Index Fund                               0.13% on assets up to $1.5 billion
                                                            0.12% on assets of $1.5 billion and more
                                                            but less than $3 billion
                                                            0.11% on assets of $3 billion and more
                                                            but less than $4.5 billion
                                                            0.10% on assets of $4.5 billion and more
----------------------------------------------------------- ---------------------------------------------------------
Nationwide Small Cap Index Fund                             0.20% on assets up to $1.5 billion
                                                            0.19% on assets of $1.5 billion and more
                                                            but less than $3 billion
                                                            0.18% on assets of $3 billion and more
----------------------------------------------------------- ---------------------------------------------------------
Nationwide Mid Cap Market Index Fund                        0.22% on assets up to $1.5 billion
                                                            0.21% on assets of $1.5 billion and more
                                                            but less than $3 billion
                                                            0.20% on assets of $3 billion and more
----------------------------------------------------------- ---------------------------------------------------------
Nationwide International Index Fund                         0.27% on assets up to $1.5 billion
                                                            0.26% on assets of $1.5 billion and more
                                                            but less than $3 billion
                                                            0.25% on assets of $3 billion and more
----------------------------------------------------------- ---------------------------------------------------------
Nationwide Bond Index Fund                                  0.22% on assets up to $1.5 billion
                                                            0.21% on assets of $1.5 billion and more
                                                            but less than $3 billion
                                                            0.20% on assets of $3 billion and more
----------------------------------------------------------- ---------------------------------------------------------
Nationwide Large Cap Value Fund                             0.75% on assets up to $100 million
                                                            0.70% on assets of $100 million and more
----------------------------------------------------------- ---------------------------------------------------------
Nationwide  Small Cap Fund                                  0.95% on assets up to $100 million
                                                            0.80% on assets of $100 million and more
----------------------------------------------------------- ---------------------------------------------------------
Nationwide  Investor Destinations Aggressive Fund           0.13% of average daily net assets
----------------------------------------------------------- ---------------------------------------------------------
Nationwide  Investor Destinations Moderately                0.13% of average daily net assets
Aggressive Fund
----------------------------------------------------------- ---------------------------------------------------------
Nationwide  Investor Destinations Moderate Fund             0.13% of average daily net assets
----------------------------------------------------------- ---------------------------------------------------------
Nationwide  Investor Destinations Moderately                0.13% of average daily net assets
Conservative Fund
----------------------------------------------------------- ---------------------------------------------------------
Nationwide  Investor Destinations Conservative Fund         0.13% of average daily net assets
----------------------------------------------------------- ---------------------------------------------------------
Nationwide  Hedged Core Equity Fund                         1.25% of average daily net assets
----------------------------------------------------------- ---------------------------------------------------------

----------------------------------------------------------- ----------------------------------------------------------
                    FUNDS OF THE TRUST                                            ADVISORY FEES
----------------------------------------------------------- ----------------------------------------------------------
Nationwide Small Cap Growth Opportunities Fund              0.95% on assets up to $500 million
                                                            0.85% on assets of $500 million and more
                                                            but less than $2 billion
                                                            0.80% for assets of $2 billion and more
----------------------------------------------------------- ---------------------------------------------------------
Nationwide Small Cap Value Fund                             0.95% on assets up to $500 million
                                                            0.85% on assets of $500 million and more
                                                            but less than $2 billion
                                                            0.80% for assets of $2 billion and more
----------------------------------------------------------- ---------------------------------------------------------
Nationwide Small Cap Core Fund                              0.85% on assets up to $500 million
                                                            0.75% on assets of $500 million and more
                                                            but less than $2 billion
                                                            0.70% for assets of $2 billion and more
----------------------------------------------------------- ---------------------------------------------------------
Nationwide Market Neutral Fund                              1.25% of average daily net assets
----------------------------------------------------------- ---------------------------------------------------------
Nationwide Emerging Markets Fund1                           1.05% on assets up to $500 million
                                                            1.00% on assets of $500 million and more
                                                            but less than $2 billion
                                                            0.95% for assets of $2 billion and more
----------------------------------------------------------- ---------------------------------------------------------
Nationwide International Growth Fund1                       0.90% on assets up to $500 million
                                                            0.85% on assets of $500 million and more
                                                            but less than $2 billion
                                                            0.80% for assets of $2 billion and more
----------------------------------------------------------- ---------------------------------------------------------
Nationwide Worldwide Leaders Fund1                          0.90% on assets up to $500 million
                                                            0.85% on assets of $500 million and more
                                                            but less than $2 billion
                                                            0.80% for assets of $2 billion and more
----------------------------------------------------------- ---------------------------------------------------------
Nationwide Global Financial Services Fund1                  0.90% on assets up to $500 million
                                                            0.85% on assets of $500 million and more
                                                            but less than $2 billion
                                                            0.80% for assets of $2 billion and more
----------------------------------------------------------- ---------------------------------------------------------
Nationwide Global Utilities Fund1                           0.70% on assets up to $500 million
                                                            0.65% on assets of $500 million and more
                                                            but less than $2 billion
                                                            0.60% for assets of $2 billion or more
----------------------------------------------------------- ---------------------------------------------------------
Nationwide  Short Duration Bond Fund                        0.35% on assets up to $500 million
                                                            0.34% on assets of $500 million and more
                                                            but less than $1 billion
                                                            0.325% on assets of $1 billion and more
                                                            but less than $3 billion
                                                            0.30% on assets of $3 billion and more
                                                            but less than $5 billion
                                                            0.285% on assets of $5 billion and more
                                                            but less than $10 billion
                                                            0.275% for assets of $10 billion and more
----------------------------------------------------------- ---------------------------------------------------------

----------------------------------------------------------- ----------------------------------------------------------
                    FUNDS OF THE TRUST                                            ADVISORY FEES
----------------------------------------------------------- ----------------------------------------------------------
Nationwide  Enhanced Income Fund                            0.35% on assets up to $500 million
                                                            0.34% on assets of $500 million and more
                                                            but less than $1 billion
                                                            0.325% on assets of $1 billion and more
                                                            but less than $3 billion
                                                            0.30% on assets of $3 billion and more
                                                            but less than $5 billion
                                                            0.285% on assets of $5 billion and more
                                                            but less than $10 billion
                                                            0.275% for assets of $10 billion and more
----------------------------------------------------------- ---------------------------------------------------------

The base advisory fee for each of these Funds, as set forth above, is adjusted each quarter beginning one year after implementation of the Performance Fee, depending upon a Fund's investment performance for the 12 months preceding the end of that month relative to the investment performance of each respective Fund's benchmark as listed below. The base fee is either increased or decreased proportionately by the following amounts at each breakpoint, based upon whether a Fund has out-performed or under-performed its respective benchmark (using the performance of each such Fund's Class A Shares to measure), by more or less than a maximum of 500 basis points over the preceding rolling 12 month period as follows:

+/-      100 bps under/outperformance                         2bps
+/-      200 bps under/outperformance                         4bps
+/-      300 bps under/outperformance                         6bps
+/-      400 bps under/outperformance                         8bps
+/-      500 bps or more under/outperformance                 10bps

The investment performance of each Fund will be the sum of: (1) the change in each Fund's value during such period; (2) the value of the Fund's cash distributions (from net income and realized net gains) having an ex-dividend date during such calculation period; and (3) the value of any capital gains taxes paid or accrued during such calculation period for undistributed realized long-term capital gains from the Fund. For this purpose, the value of distributions per share of realized capital gains, of dividends per share paid from investment income and of capital gains taxes per share reinvested in the Fund will be the Fund's value in effect at the close of business on the record date for the payment of such distributions and the date on which provision is made for such taxes, after giving effect to such distribution, dividends and taxes.

Benchmark Index Performance:

The performance of each respective benchmark Index for a calculation period, expressed as a percentage of each Index, at the beginning of such period will be

the sum of: (1) the change in the level of the Index during such period; and (2) the value, as calculated consistent with the Index, of cash distributions having an ex-dividend date during such period made by those companies whose securities comprise the Index. For this purpose, cash distributions on the securities that comprise the Index will be treated as if they were reinvested in the Index at least as frequently as the end of each calendar quarter following payment of the dividend.

 1.  Nationwide  Global Technology and        Goldman Sachs Technology Composite
     Communications Fund                      Index
 2.  Nationwide Global Health Sciences Fund   Goldman Sachs Health Care Index
 3.  Nationwide Leaders Fund                  S&P 500 Index
 4.  Nationwide China Opportunities Fund      MSCI Zhong Hua Index
 5.  Nationwide Global Natural Resources      Goldman Sachs Natural Resources
     Fund                                     Index
 6.  Nationwide Emerging Markets Fund         MSCI Emerging Markets Index
 7.  Nationwide International Growth Fund     MSCI All Country World Free ex
                                              U.S. Index
 8.  Nationwide Worldwide Leaders Fund        MSCI World Index
 9.  Nationwide Global Financial Services     MSCI World Financial Index
     Fund
10.  Nationwide Global Utilities Fund         60% MSCI World Telecom Service
                                              Index/40% MSCI World Utilities

The base advisory fee listed above is adjusted each quarter, beginning one year after commencement of operations, depending on the Fund's investment performance for the 36 months preceding the end of that month, relative to the investment performance of the Fund's benchmark, the S&P 500 Index. The base fee is either increased or decreased by the following amounts at each breakpoint, based on whether the Fund has out- or under-performed the S&P 500 Index by more or less than 1200 basis points over the preceding rolling 36 month period:

For assets up to $500 million                  +/-    22 basis points
Next $1.5 billion in assets                    +/-    18 basis points
Assets of $2 billion and more                  +/-    16 basis points

The investment performance of the Nationwide U.S. Growth Leaders Fund will be the sum of: (1) the change in the Fund's value during such period; (2) the value of the Fund's cash distributions (from net income and realized net gains) having an ex-dividend date during such calculation period; and (3) the value of any capital gains taxes paid or accrued during such calculation period for undistributed realized long-term capital gains from the Fund. For this purpose, the value of distributions per share of realized capital gains, of dividends per share paid from investment income and of capital gains taxes per share reinvested in the Fund at the Fund's value in effect at the close of business on the record date for the payment of such distributions and dividends and the date on which provision is made for such taxes, after giving effect to such distribution, dividends and taxes.

S&P 500 Index Performance:

The performance of the S&P 500 Index for a calculation period, expressed as a percentage of the S&P 500 Index, at the beginning of such period will be the sum of: (1) the change in the level of the S&P 500 Index during such period; and (2) the value, as calculated consistent with the S&P 500 Index, of cash distributions having an ex-dividend date during such period made by those companies whose securities comprise the S&P 500 Index. For this purpose, cash distributions on the securities that comprise the S&P 500 Index will be treated as if they were reinvested in the S&P 500 Index at least as frequently as the end of each calendar quarter following payment of the dividend.

TRUST:
NATIONWIDE MUTUAL FUNDS

By: /s/ JOHN GRADY
   ------------------------------------
Name: John Grady
Title: President

ADVISER:
NATIONWIDE FUND ADVISORS

By: /s/ GERALD J. HOLLAND
   ------------------------------------
Name: Gerald Holland
Title: SVP-COO

EXHIBIT C

PERFORMANCE BASED FEE CALCULATION PROCEDURES1

I. OVERVIEW

These procedures describe with specificity how Nationwide Fund Management, LLC, the Trust's administrator ("NFM") and BISYS Fund Services - Ohio, Inc., the Trust's sub-administrator ("BISYS") will calculate, accrue and pay performance fees for those series of the Nationwide Mutual Funds ("NMF") and Nationwide Variable Insurance Funds ("NVIT" and, collectively with NMF, the "Trusts") listed in footnote 1 below which have implemented a performance fee structure.

These procedures are intended to comply with Rule 205-2(c) under the Investment Advisers Act of 1940, as amended ("Rule 205-2(c)"). Accordingly, while the base fee component and performance fee component of each Fund's advisory fees will be
(1) estimated and accrued daily throughout each quarterly subperiod; and (2) these daily estimates will be "trued up" at the end of each month during each quarterly subperiod in order to reduce, as fully as practicable, over-or under-estimating and accruing of the base fee component and performance component of the advisory fees, the total fee (sum of the base and performance components of the fee) will be computed and paid at the end of each quarterly subperiod as follows:

(a) The performance related component of the fee will be computed by comparing the performance of each Fund over the twelve month period to the performance of the Fund's benchmark over the same period to determine the percentage rate of the performance adjustment. That performance percentage rate will then be multiplied by the Fund's average net assets over that twelve month rolling performance period to determine the actual amount of performance bonus (or penalty) earned by the adviser and the total fee (base component plus performance component) will be paid at the end of each quarterly subperiod of the rolling period; and

(b) The fulcrum fee component will be computed by taking the base advisory fee rate and multiplying it by the Fund's average net assets over most recently completed calendar quarter.

Using this criteria, the Administrator and Sub-administrator will employ the following procedures each day in order to effectuate above-referenced performance fee structure in compliance with Rule 205-2(c).

II. COMPUTATION OF PERFORMANCE COMPONENT OF THE PERFORMANCE-BASED
FEE [RULE 205-2(C)(1)]

A. CALCULATION OF EACH FUND'S AVERAGE NET ASSETS:

Each business day BISYS will estimate the rolling twelve month average net assets for each Fund which has implemented a performance-based fee structure using the most recent rolling twelve month period. BISYS will compute this estimate by taking the sum of the Fund's average daily net assets for the previous twelve month rolling performance period as of that date. Thus, on July 15, 2005, the "previous twelve month rolling performance period" was July 15, 2004 through July 14, 2005, inclusive. On July 16, 2005, the "previous twelve month rolling performance period" was July 16, 2004 through July 15, 2005 inclusive. This will result in computation of a new estimated twelve month rolling average net asset value for each successive business day for each Fund.

B. CALCULATION OF THE PERFORMANCE OF EACH FUND'S BENCHMARK INDEX:

BISYS will retrieve the benchmark return for each Fund at the beginning of each business day, as of the closing of the prior business day. Additionally, in order to do an intra-quarter "true up" estimate at the end of each month in that quarter, BISYS will also retrieve the rolling twelve month return for each Fund's benchmark at each month end.

As a practical matter, BISYS accrues its performance component estimate daily over the current quarter and will "true up" its estimated accrual at the end of each month during that quarter. However, BISYS will only calculate and pay the actual total fee (including the twelve month rolling performance fee component and base fee component) at the end of each quarterly subperiod.

C. DETERMINATION OF EACH FUND'S TWELVE MONTH ROLLING PERFORMANCE PERIOD:

Each business day, BISYS will estimate each Fund's total return (using Class A shares for GMF; Class III shares for GVIT) for the previous twelve month rolling performance period. The Board of the Trust has considered and approved Gartmore's use of such Class A/III shares' return and each Fund has disclosed in its registration statement the use of the return of Class A/III shares for this purpose. Thus, the twelve month rolling performance period return on July 15, 2005 was based on the Fund's performance from July 15, 2004 through July 14, 2005. Each day the Fund's twelve month rolling performance period return will be re-estimated. For example, on July 16, 2005, the twelve month rolling performance period return was based on the Fund's performance from July 16, 2004 through July 15, 2005.

At the end of the quarter (subperiod), i.e., July 1, 2005 to September 30, 2005, the twelve month average net assets will be computed by taking the sum of the assets over the last twelve month rolling period ending September 30, 2005. The twelve month average net assets as of this period will be multiplied by the performance fee rate and divided by the number of days in the quarter (subperiod).

D. COMPUTATION OF ROLLING TWELVE MONTH PERFORMANCE FEE RATE AND PERFORMANCE COMPONENT OF THE FEE:

Each business day, BISYS will calculate the difference between the rolling twelve month performance estimate of the Fund and the rolling twelve month performance estimate of the Fund's benchmark to determine whether the Fund would be entitled to a performance fee adjustment.

The estimated adjustment rate will be accrued (either positive, negative or no adjustment) for each day using the estimated performance adjustment rate for that Fund as set forth in each Fund's respective investment advisory agreement(s) and prospectus. This rate will be applied to the Fund's then-current rolling twelve month average net assets to estimate the daily performance fee adjustment accrual for the Fund on that day. For example: If the rate adjustment is 10 basis points and the twelve month average net assets are $10,000,000, BISYS will accrue (.10 x 1/365 x $10,000,000) or $27.40 a day as the performance component of the fee.

III. COMPUTATION OF BASE FEE RATE [RULE 205-2(C)(2)]:

On each day within a quarterly subperiod, BISYS will accrue the estimated base advisory fee for each Fund using each Fund's respective advisory fee rate. The appropriate base fee rate will be multiplied by the previous day's net asset value to determine the amount of estimated fees to accrue for that day. On each successive day, the pervious day's net assets will be used to accrue the daily estimated base advisory fee. For example: If the base fee rate is 80 basis points

and the previous days ending net assets are $20,000,000, BISYS will accrue (.80 x 1/365 x $20,000,000) or $438.36 in estimated base advisory fees for that day. At the end of each quarter, BISYS will compute the actual base advisory fee by multiplying the Fund's base advisory fee rate by the Fund's average net assets over that most recently completed quarterly subperiod.

IV. CALCULATION OF TOTAL ADVISORY FEE BY COMBINING THE BASE FEE AND PERFORMANCE FEE COMPONENTS:

The estimated performance adjustment amount as determined above in the Section II. will be added to or subtracted from the amount of base fee as determined above in Section III. to determine the total advisory fee that must be accrued for that day. Based on the examples in Sections II. and III., above, BISYS would have accrued $465.76 for the sample day, which represents the total of the estimated performance fee for the day plus the estimated base advisory fee for the day.

V. MONTH END "TRUE UP" OF QUARTERLY FEE:

As soon as practicable after the end of each month (as soon as the actual benchmark return for each Fund is available) BISYS will recompute the accrual for that month using the actual month-end benchmark returns to determine whether the performance fee adjustment has been over- or under-accrued for that month.

VI. ADJUSTMENTS TO ESTIMATED CALCULATIONS ABOVE:

If, for example, during any month ("interim period") of a quarterly subperiod, the estimated calculations need to be adjusted, BISYS will adjust the Fund's accrual on the day that re-adjustment is computed. For example: If, on the last day before the end of a month during the quarterly subperiod, it is determined that no performance fee adjustment will likely be earned, the estimates accrued to that point will be reversed in their entirety on that day. Conversely, if at an interim period, the estimated calculations above did not result in the appropriate amount of performance fee adjustment (based on each daily comparison of the rolling twelve month return of the Fund to the rolling twelve month return of its benchmark) BISYS will compute a revised fee performance fee estimate and accrual on that day. For example: if during the interim period the estimated calculations of the Fund's return have not resulted in accrual of an estimated fee adjustment, but when compared to the rolling twelve month benchmark return, a performance fee adjustment would now likely result, BISYS will immediately accrue for this updated estimated adjustment on that day. Thus, if the Fund's return fluctuates during the period such that on some days (based on the estimates) the adviser would be entitled to performance fee adjustment at the end of the current quarter, then this amount (the amount to be accrued to date in the quarter) will be adjusted on that day. Conversely, if and when it appears (based on the estimates) that the adviser will not be entitled to any performance fee

adjustment at the end of the current quarter, the amount accrued to date will be reversed in its entirety.

VII. "TRUE-UP":

1. If it is determined that, based on the estimated Fund benchmark returns, the adviser would be due a performance fee on any given day (based on the comparison of the daily, rolling twelve month benchmark return to that of the Fund), the performance fee adjustment (based on the rolling twelve months' average daily net assets) will be accrued in its entirety (measured from the beginning of the current quarter until the current day).

2. Conversely, if it is determined based on the estimated returns of the Fund and its benchmark, that the Fund will not earn a performance fee (has underperformed the Fund's benchmark) on any given day, the performance fee adjustment (based on the rolling twelve months average daily net assets) would either:

i. be reversed in its entirety (assuming the Fund had accrued for a performance fee during the period);

ii. not accrue any performance fee if none was earned during the period;

iii. accrue for a negative performance fee if it is determined that the Fund has underperformed the benchmark to date in the current quarter.

3. BISYS will make a one day, true-up entry as soon as practical after each month end in each quarterly subperiod (upon receipt of the month-end benchmark return information).

4. The base fee will be estimated and accrued daily based upon the prior night's closing net assets. At the end of the current quarterly subperiod, the sum of the daily net assets will equal the quarterly average net assets for computation of the base fee. The total fee (base fee plus performance payment or penalty amount) will be paid out as soon as practicable after the quarter end.

EX-99(d)(3)

INVESTMENT ADVISORY AGREEMENT

THIS AGREEMENT is made and entered into as of the [___] day of [_____], 2007 by and between NATIONWIDE MUTUAL FUNDS (the "Trust"), a Delaware statutory trust, and NATIONWIDE FUND ADVISORS (the "Adviser"), a Delaware statutory trust registered under the Investment Advisers Act of 1940, as amended (the "Advisers Act").

W I T N E S S E T H :

WHEREAS, the Trust is registered with the Securities and Exchange Commission (the "SEC") as an open-end management investment company under the Investment Company Act of 1940, as amended (the "1940 Act");

WHEREAS, the Trust desires to retain the Adviser to furnish certain investment advisory services and to provide, or arrange for the provision of, other services, as described herein, with respect to certain of the series of the Trust, all as now are or may be hereafter listed on Exhibit A to this Agreement (each, a "Fund"); and

WHEREAS, the Adviser represents that it is willing and possesses legal authority to render such services subject to the terms and conditions set forth in this Agreement,

NOW, THEREFORE, the Trust and the Adviser do mutually agree and promise as follows:

1. APPOINTMENT AS ADVISER. The Trust hereby appoints the Adviser to act as investment adviser to each Fund subject to the terms and conditions set forth in this Agreement. The Adviser hereby accepts such appointment and agrees to furnish the services hereinafter described for the compensation provided for in this Agreement.

2. DUTIES OF ADVISER.

a. INVESTMENT MANAGEMENT SERVICES.

(i) Subject to the supervision of the Trust's Board of Trustees (and except as otherwise permitted under the terms of any exemptive relief obtained by the Adviser from the SEC, or by rule or regulation), the Adviser will provide, or arrange for the provision of, a continuous investment program and overall investment strategies for each Fund, including investment research and management with respect to all securities and investments and cash equivalents in each Fund. The Adviser will determine, or arrange for others to determine, from time to time what securities and other investments will be purchased, retained or sold by each Fund and will implement, or arrange for others to implement, such determinations through the placement, in the name of a Fund, of orders for the execution of portfolio transactions with or through such brokers or dealers as may be so selected. The Adviser will provide, or arrange for the provision of, the services under this Agreement in accordance with the stated investment policies and restrictions of each Fund as set forth in that Fund's current prospectus and statement of additional information as currently in effect and as supplemented or amended from time to time (collectively referred to hereinafter as the "Prospectus") and subject to the directions of the Trust's Board of Trustees.

(ii) Subject to the provisions of this Agreement and the 1940 Act and any exemptions thereto, the Adviser is authorized to appoint one or more qualified subadvisers (each a "Subadviser") to provide each Fund with certain services required by this Agreement. Each Subadviser shall have such investment discretion and shall make all determinations with respect to the investment of a Fund's assets as shall be assigned to that Subadviser by the Adviser and the purchase and sale of portfolio securities with respect to those assets and shall take such steps as may be necessary to implement its decisions. The Adviser shall not be responsible or liable for the investment merits of any decision by a Subadviser to purchase, hold, or sell a security for a Fund.

(iii) Subject to the supervision and direction of the Trustees, the Adviser shall (i) have overall supervisory responsibility for the general management and investment of a Fund's assets;
(ii) determine the allocation of assets among the Subadvisers, if any; and (iii) have full investment discretion to make all determinations with respect to the investment of Fund assets not otherwise assigned to a Subadviser.

(iv) The Adviser shall research and evaluate each Subadviser, if any, including (i) performing initial due diligence on prospective Subadvisers and monitoring each Subadviser's ongoing performance;
(ii) communicating performance expectations and evaluations to the Subadvisers; and (iii) recommending to the Trust's Board of Trustees whether a Subadviser's contract should be renewed, modified or terminated. The Adviser shall also recommend changes or additions to the Subadvisers and shall compensate the Subadvisers.

(v) The Adviser shall provide to the Trust's Board of Trustees such periodic reports concerning a Fund's business and investments as the Board of Trustees shall reasonably request.

b. OTHER SERVICES. The Adviser will provide, or arrange for the provision of, transfer agency, custody, fund administration and accounting, and legal services (other than counsel to the Trustees who are not "interested persons" of the Adviser), subject in each case to the approval of the Board of Trustees. The Adviser will also provide supervisory personnel who will be responsible for supervising and/or monitoring the performance of a Fund's service providers in connection with their duties. Such personnel may be employees of the Adviser or employees of affiliates of the Adviser or of other organizations.

c. COMPLIANCE WITH APPLICABLE LAWS AND GOVERNING DOCUMENTS. In the performance of its duties and obligations under this Agreement, the Adviser shall act in conformity with the Trust's Agreement and Declaration of Trust, as from time to time amended and/or restated, and By-Laws, as from time to time amended and/or restated, and the Prospectus and with the instructions and directions received from the Trustees of the Trust and will conform to and comply with the requirements of the 1940 Act, the Internal Revenue Code of 1986, as amended (the "Code") (including the requirements for qualification as a regulated investment company) and all other applicable federal and state laws and regulations.

The Adviser acknowledges and agrees that subject to the supervision and directions of the Trust's Board of Trustees, it shall be solely responsible for compliance with all disclosure requirements under all applicable federal and state laws and regulations relating to the

Trust or a Fund, including, without limitation, the 1940 Act, and the rules and regulations thereunder, except that each Subadviser shall have liability in connection with information furnished by the Subadviser to a Fund or to the Adviser.

d. CONSISTENT STANDARDS. It is recognized that the Adviser will perform various investment management and administrative services for entities other than the Trust and the Funds; in connection with providing such services, the Adviser agrees to exercise the same skill and care in performing its services under this Agreement as the Adviser exercises in performing similar services with respect to the other fiduciary accounts for which the Adviser has investment responsibilities.

e. BROKERAGE. The Adviser is authorized, subject to the supervision of the Trust's Board of Trustees, (1) to establish and maintain accounts on behalf of each Fund with, and to place orders for the purchase and sale of assets not allocated to a Subadviser, with or through, such persons, brokers or dealers ("brokers") as the Adviser may select; and (2) to negotiate commissions to be paid on such transactions. In the selection of such brokers and the placing of such orders, the Adviser shall seek to obtain for a Fund the most favorable price and execution available, except to the extent the Adviser may be permitted to pay higher brokerage commissions for brokerage and research services, as provided below. In using its reasonable efforts to obtain for a Fund the most favorable price and execution available, the Adviser, bearing in mind the Fund's best interests at all times, shall consider all factors it deems relevant, including price, the size of the transaction, the nature of the market for the security, the amount of the commission, if any, the timing of the transaction, market prices and trends, the reputation, experience and financial stability of the broker involved, and the quality of service rendered by the broker in other transactions. Subject to such policies as the Trustees may determine, the Adviser shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused a Fund to pay a broker that provides brokerage and research services (within the meaning of Section 28(e) of the Securities Exchange Act of 1934, as amended) to the Adviser an amount of commission for effecting a Fund's investment transaction that is in excess of the amount of commission that another broker would have charged for effecting that transaction, if, but only if, the Adviser determines in good faith that such commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the overall responsibilities of the Adviser with respect to the accounts as to which it exercises investment discretion.

It is recognized that the services provided by such brokers may be useful to the Adviser in connection with the Adviser's services to other clients. On occasions when the Adviser deems the purchase or sale of a security to be in the best interests of a Fund as well as other clients of the Adviser, the Adviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be sold or purchased in order to obtain the most favorable price or lower brokerage commissions and efficient execution. In such event, allocation of securities so sold or purchased, as well as the expenses incurred in the transaction, will be made by the Adviser in the manner the Adviser considers to be the most equitable and consistent with its fiduciary obligations to each Fund and to such other clients.

f. SECURITIES TRANSACTIONS. The Adviser will not purchase securities or other instruments from or sell securities or other instruments to a Fund; PROVIDED, HOWEVER, the Adviser may purchase securities or other instruments from or sell securities or other instruments to a Fund if such transaction is permissible under applicable laws and regulations, including, without limitation, the 1940 Act, the Advisers Act and the rules and regulations promulgated thereunder or any exemption therefrom.

The Adviser agrees to observe and comply with Rule 17j-1 under the 1940 Act and the Trust's Code of Ethics, as the same may be amended from time to time.

g. BOOKS AND RECORDS. In accordance with the 1940 Act and the rules and regulations promulgated thereunder, the Adviser shall maintain separate books and detailed records of all matters pertaining to the Funds and the Trust (the "Fund's Books and Records"), including, without limitation, a daily ledger of such assets and liabilities relating thereto and brokerage and other records of all securities transactions. The Adviser acknowledges that the Fund's Books and Records are property of the Trust. In addition, the Fund's Books and Records shall be available to the Trust at any time upon request and shall be available for telecopying without delay to the Trust during any day that the Funds are open for business.

3. EXPENSES.

a. During the term of this Agreement, the Adviser will pay all expenses incurred by it in connection with its activities under this Agreement other than the cost of securities, commodities and other investments (including brokerage commissions and other transaction charges, if any) purchased for a Fund. The Adviser shall, at its sole expense, employ or associate itself with such persons as it believes to be particularly fitted to assist it in the execution of its duties under this Agreement. The Adviser shall be responsible for the expenses and costs for the officers of the Trust and the Trustees of the Trust who are "interested persons" (as defined in the 1940 Act) of the Adviser.

b. Unless otherwise mutually agreed to by the Trust and the Adviser, the Adviser will pay the operating costs and expenses of each class of the Funds (except those described in subsection (c) below, which shall be paid by the Trust, or other expenses otherwise excluded under the terms of this Agreement) including (1) all charges and expenses of any custodian or depository appointed by the Trust for the safekeeping of its cash, securities and other assets, (2) all charges and expenses paid to an administrator appointed by the Trust to provide fund administration services, (3) the charges and expenses of any transfer agents and registrars appointed by the Trust, (4) the charges and expenses of independent certified public accountants for the Trust, (5) charges and expenses of legal counsel for the Trust in connection with legal matters relating to the Trust (excluding any extraordinary fees or legal fees and costs in contemplation or arising out of litigation to which the Funds, the officers or Trustees are a party or incurred in anticipation of becoming a party), (6) compensation and expenses of the Trust's officers and Trustees who are "interested persons" of the Adviser, (7) industry association membership dues, (8) insurance and bonding premiums, (9) expenses relating to the issuance, registration and qualification of the Trust's shares and other governmental fees, (10) expenses related to printing and delivering prospectuses, statements of additional information, and shareholder reports and supplements to any of the aforementioned to existing shareholders,

and (11) expenses incurred in connection with preparing, filing, printing and mailing shareholder reports, notices, proxy statements, and reports to government agencies.

c. The Adviser shall not be required to pay any of the following expenses of the Trust, which instead shall be borne by the Trust:
(1) the compensation and expenses of Trustees of the Trust who are not "interested persons" of the Adviser, (2) charges and expenses of legal counsel to the Trustees of the Trust who are not "interested persons" of the Adviser,
(3) expenses incurred in connection with the provision of shareholder services and distribution services under a Rule 12b-1 plan, (4) fees for administrative servicing paid in connection with the Trust's Administrative Services Plan, (5) the cost of securities, commodities and other financial instruments in which the Trust invests; (6) brokerage commissions and issue and transfer taxes chargeable to the Trust in connection with securities transactions to which the Trust is a party, (7) all taxes payable by the Trust to Federal, State or other governmental entities, (8) the cost of stock certificates representing shares of the Trust, (9) interest, (10) short sale dividend expenses, and (11) expenses incurred by the Fund in connection with any merger or reorganization and other non-routine expenses not incurred in the ordinary course of the Fund's business.

4. COMPENSATION. For the services provided and the expenses assumed with respect to a Fund pursuant to this Agreement, the Adviser will be entitled to the fee listed for each Fund on Exhibit A. Such fees will be computed daily and payable monthly at an annual rate based on a Fund's average daily net assets.

The method of determining net assets of a Fund for purposes hereof shall be the same as the method of determining net assets for purposes of establishing the offering and redemption price of the Shares as described in each Fund's Prospectus. If this Agreement shall be effective for only a portion of a month, the aforesaid fee shall be prorated for the portion of such month during which this Agreement is in effect.

Notwithstanding any other provision of this Agreement, the Adviser may from time to time agree not to impose all or a portion of its fee otherwise payable hereunder (in advance of the time such fee or portion thereof would otherwise accrue). Any such fee reduction may be discontinued or modified by the Adviser at any time.

5. REPRESENTATIONS AND WARRANTIES OF ADVISER. The Adviser represents and warrants to the Trust as follows:

The Adviser is registered as an investment adviser under the Advisers Act;

The Adviser is a statutory trust duly organized, validly existing and in good standing under the laws of the State of Delaware with the power to own and possess its assets and carry on its business as it is now being conducted;

The execution, delivery and performance by the Adviser of this Agreement are within the Adviser's powers and have been duly authorized by all necessary action on the part of its shareholders and/or trustees, and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Adviser for the

execution, delivery and performance by the Adviser of this Agreement, and the execution, delivery and performance by the Adviser of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Adviser's governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Adviser;

The Form ADV of the Adviser provided to the Trust is a true and complete copy of the form, including that part or parts of the Form ADV filed with the SEC, that part or parts maintained in the records of the Adviser, and/or that part or parts provided or offered to clients, in each case as required under the Advisers Act and rules thereunder, and the information contained in such Form ADV is accurate and complete in all material respects and does not omit to state any material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading.

6. SURVIVAL OF REPRESENTATIONS AND WARRANTIES; DUTY TO UPDATE INFORMATION. All representations and warranties made by the Adviser pursuant to
Section 5 shall survive for the duration of this Agreement and the parties hereto shall promptly notify each other in writing upon becoming aware that any of the foregoing representations and warranties are no longer true.

7. LIABILITY AND INDEMNIFICATION.

a. LIABILITY. In the absence of willful misfeasance, bad faith or gross negligence on the part of the Adviser or a reckless disregard of its duties hereunder, the Adviser shall not be subject to any liability to a Fund or the Trust, for any act or omission in the case of, or connected with, rendering services hereunder or for any losses that may be sustained in the purchase, holding or sale of Fund assets; PROVIDED, HOWEVER, that nothing herein shall relieve the Adviser from any of its obligations under applicable law, including, without limitation, the federal and state securities laws.

b. INDEMNIFICATION. The Adviser shall indemnify the Trust and its officers and trustees, for any liability and expenses, including attorneys' fees, which may be sustained as a result of the Adviser's willful misfeasance, bad faith, gross negligence, reckless disregard of its duties hereunder or violation of applicable law, including, without limitation, the federal and state securities laws.

8. DURATION AND TERMINATION.

a. DURATION. Unless sooner terminated, this Agreement shall continue until May 1, 2009 and thereafter shall continue automatically for successive annual periods with respect to each of the Funds; PROVIDED that such continuance is specifically approved at least annually by the Trust's Board of Trustees or the vote of the lesser of (a) 67% of the shares of a Fund represented at a meeting if holders of more than 50% of the outstanding shares of the Fund are present in person or by proxy or (b) more than 50% of the outstanding shares of the Fund; provided FURTHER that in either event its continuance also is approved by a majority of the Trust's Trustees who are not "interested persons" (as defined in the 1940 Act) of any party to this Agreement, by vote cast in person at a meeting called for the purpose of voting on such approval.

b. TERMINATION. Notwithstanding whatever may be provided herein to the contrary, this Agreement may be terminated at any time, without payment of any penalty by vote of a majority of the Trust's Board of Trustees, or, with respect to a Fund, by "vote of a majority of the outstanding voting securities" (as defined in the 1940 Act) of that Fund, or by the Adviser, in each case, upon not less than sixty (60) days' written notice to the other party.

This Agreement shall not be assigned (as such term is defined in the 1940 Act) and shall terminate automatically in the event of its assignment.

9. SERVICES NOT EXCLUSIVE. The services furnished by the Adviser hereunder are not to be deemed exclusive, and the Adviser shall be free to furnish similar services to others so long as its services under this Agreement are not impaired thereby. It is understood that the action taken by the Adviser under this Agreement may differ from the advice given or the timing or nature of action taken with respect to other clients of the Adviser, and that a transaction in a specific security may not be accomplished for all clients of the Adviser at the same time or at the same price.

10. AMENDMENT. This Agreement may be amended by mutual consent of the parties, provided that the terms of each such amendment shall be in writing and approved by the Trust's Board of Trustees or by a vote of a majority of the outstanding voting securities of a Fund (as required by the 1940 Act).

11. CONFIDENTIALITY. Subject to the duties of the Adviser and the Trust to comply with applicable law, including any demand of any regulatory or taxing authority having jurisdiction, the parties hereto shall treat as confidential all information pertaining to a Fund and the Trust and the actions of the Adviser and the Funds in respect thereof.

12. NOTICE. Any notice that is required to be given by the parties to each other under the terms of this Agreement shall be in writing, delivered, or mailed postpaid to the other party, or transmitted by facsimile with acknowledgment of receipt, to the parties at the following addresses or facsimile numbers, which may from time to time be changed by the parties by notice to the other party:

a. If to the Adviser:

Nationwide Fund Advisors 1200 River Road Conshohocken, Pennsylvania 19428 Attention: Legal Department.

Facsimile: (484) 530-1323

b. If to the Trust:

Nationwide Mutual Funds 1200 River Road Conshohocken, Pennsylvania 19428 Attention: Legal Department.

Facsimile: (484) 530-1323

13. JURISDICTION. This Agreement shall be governed by and construed to be in accordance with substantive laws of the State of Delaware without reference to choice of law principles thereof and in accordance with the 1940 Act. In the case of any conflict, the 1940 Act shall control.

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

15. CERTAIN DEFINITIONS. For the purposes of this Agreement, "interested person," "affiliated person," "assignment" shall have their respective meanings as set forth in the 1940 Act, subject, however, to such exemptions as may be granted by the SEC.

16. CAPTIONS. The captions herein are included for convenience of reference only and shall be ignored in the construction or interpretation hereof.

17. SEVERABILITY. If any provision of this Agreement shall be held or made invalid by a court decision or applicable law, the remainder of the Agreement shall not be affected adversely and shall remain in full force and effect.

18. NATIONWIDE MUTUAL FUNDS AND ITS TRUSTEES. The terms "Nationwide Mutual Funds" and the "Trustees of Nationwide Mutual Funds" refer respectively to the Trust created and the Trustees, as trustees but not individually or personally, acting from time to time under an Agreement and Declaration of Trust made and dated as of September 30, 2004, as has been or may be amended and/or restated from time to time, and to which reference is hereby made.

[The remainder of this page is intentionally left blank.]

IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day and year first written above.

ADVISER:
NATIONWIDE FUND ADVISORS

Title:

TRUST:
NATIONWIDE MUTUAL FUNDS

Title:

----------------------------------------------------------- ----------------------------------------------------------
NATIONWIDE TARGET DESTINATION FUNDS OF THE TRUST                             ADVISORY FEES
----------------------------------------------------------- ----------------------------------------------------------
Nationwide Destination 2010 Fund                            0.50% of the Fund's average daily net assets
Nationwide Destination 2015 Fund
Nationwide Destination 2020 Fund
Nationwide Destination 2025 Fund
Nationwide Destination 2030 Fund
Nationwide Destination 2035 Fund
Nationwide Destination 2040 Fund
Nationwide Destination 2045 Fund
Nationwide Destination 2050 Fund
Nationwide Retirement Income Fund
----------------------------------------------------------- ----------------------------------------------------------

TRUST:
NATIONWIDE MUTUAL FUNDS

Title:

ADVISER:
NATIONWIDE FUND ADVISORS

Title:

EX-99(d)(4)(a)

INTERIM SUBADVISORY AGREEMENT

THIS INTERIM SUBADVISORY AGREEMENT is made and entered into as of the 27th day of April, 2007, to become effective on May 1, 2007, by and among NATIONWIDE MUTUAL FUNDS (a.k.a. "Gartmore Mutual Funds," until May 1, 2007), a Delaware statutory trust (the "Trust"), Nationwide Fund Advisors (a.k.a. "Gartmore Mutual Fund Capital Trust," until May 1, 2007) (the "Adviser") a Delaware statutory trust registered under the Investment Advisers Act of 1940, as amended (the "Advisers Act"), and NORTHPOINTE CAPITAL LLC, a limited liability company under the laws of the State of Delaware (the "Subadviser"), and also registered under the Advisers Act.

W I T N E S S E T H :

WHEREAS, the Trust is registered with the U.S. Securities and Exchange Commission (the "SEC") as an open-end management investment company under the Investment Company Act of 1940, as amended (the "1940 Act");

WHEREAS, the Adviser has, pursuant to an Investment Advisory Agreement with the Trust dated as of the 28th day of February, 2005 (the "Previous Advisory Agreement"), been retained to act as investment adviser for each series of the Trust including those Funds that are listed on Exhibit A to this Interim Subadvisory Agreement (each, a "Fund");

WHEREAS, the Trust and the Adviser each represent that as permitted under the Previous Advisory Agreement, the Adviser has delegated certain of its duties under the Previous Advisory Agreement to other investment advisers, subject to the requirements of the 1940 Act;

WHEREAS, the Adviser has so delegated certain of those duties to Subadviser to assist it in the provision of a continuous investment program for that portion of certain Funds' assets that the Adviser assigns to the Subadviser, and Subadviser currently renders such services subject to the terms and conditions set forth in its Subadvisory Agreement by and among the Trust, the Adviser and the Subadvisor dated February 28, 2005 ("Previous Subadvisory Agreement") Agreement;

WHEREAS, the Previous Subadvisory Agreement and Advisory Agreement will automatically terminate upon their assignment (as defined in the 1940 Act), which assignment will occur upon the closing of the sale of the Adviser by Nationwide Mutual Insurance Company ("NM") to Nationwide Financial Services, Inc. ("NFS") (the "Transaction") which Transaction is scheduled to close at the close of business on April 30, 2007;

WHEREAS, the Board of Trustees of the Trust has unanimously approved a new subadvisory agreement ("New Subadvisory Agreement") to become effective upon the closing of the Transaction and termination of the Previous Subadvisory Agreement and has submitted the New Subadvisory Agreement to shareholders of each Fund to which the Subadviser provides subadvisory services;

WHEREAS, shareholders of certain of such Funds have not yet approved the New Subadvisory Agreement;

WHEREAS, the Board of Trustees of the Trust desires to ensure the provision of investment subadvisory services by the Subadviser to each such Fund continues without interruption following the closing of the Transaction and termination of the Trust's Previous Subadvisory Agreement with respect to such Funds, until such time as shareholders of each such Fund approve the New Subadvisory Agreement; and

WHEREAS, Rule 15a-4 adopted under the 1940 Act provides a temporary exemption from the shareholder approval requirements of Section 15(a) of the 1940 Act upon Board approval of an interim agreement containing specified conditions ("Interim Subadvisory Agreement").

NOW, THEREFORE, the parties do mutually agree and promise as follows with respect to each Fund:

1. APPOINTMENT AS SUBADVISER. The Adviser hereby appoints the Subadviser to act as investment adviser for and to manage that portion or all of the assets of the Fund that the Adviser from time to time upon reasonable prior notice allocates to, and puts under the control of, the Subadviser (the "Subadviser Assets") subject to the supervision of the Adviser and the Board of Trustees of the Trust and subject to the terms of this Agreement; and the Subadviser hereby accepts such appointment. In such capacity, the Subadviser shall be responsible for the investment management of the Subadviser Assets. It is recognized that the Subadviser and certain of its affiliates now act, and that from time to time hereafter may act, as investment adviser to one or more other investment companies and to fiduciary or other managed accounts and that the Adviser and the Trust cannot object to such activities.

2. DUTIES OF SUBADVISER.

(a) INVESTMENTS. The Subadviser is hereby authorized and directed and hereby agrees, subject to the stated investment policies and restrictions of the Fund as set forth in the Fund's prospectus and statement of additional information as currently in effect and, as soon as practical after the Trust, the Fund or the Adviser notifies the Subadviser thereof, as supplemented or amended from time to time (collectively referred to hereinafter as the "Prospectus") and subject to the directions of the Adviser and the Trust's Board of Trustees, to monitor on a continuous basis the performance of the Subadviser Assets and to conduct a continuous program of investment, evaluation and, if appropriate, sale and reinvestment of the Subadviser Assets. The Adviser agrees to provide the Subadviser with such assistance as may be reasonably requested by the Subadviser in connection with the Subadviser's activities under this Agreement, including, without limitation, providing information concerning the Fund, its funds available, or to become available, for investment and generally as to the conditions of the Fund's or the Trust's affairs.

(b) COMPLIANCE WITH APPLICABLE LAWS AND GOVERNING DOCUMENTS. In the performance of its services under this Agreement, the Subadviser shall act in conformity with the Prospectus and the Trust's Agreement and Declaration of Trust and By-Laws as currently in

effect and, as soon as practical after the Trust, the Fund or the Adviser notifies the Subadviser thereof, as supplemented, amended and/or restated from time to time (referred to hereinafter as the "Declaration of Trust" and "By-Laws," respectively) and with the instructions and directions received in writing from the Adviser or the Trustees of the Trust and will conform to, and comply with, the requirements of the 1940 Act, including Rule 15a-4 thereunder, the Internal Revenue Code of 1986, as amended (the "Code"), and all other applicable federal and state laws and regulations. Without limiting the preceding sentence, the Adviser promptly shall notify the Subadviser as to any act or omission of the Subadviser hereunder that the Adviser reasonably deems to constitute or to be the basis of any noncompliance or nonconformance with any of the Trust's Declaration of Trust and By-Laws and the Prospectus, the instructions and directions received in writing from the Adviser or the Trustees of the Trust or the 1940 Act, the Code, and all other applicable federal and state laws and regulations. Notwithstanding the foregoing, the Adviser shall remain responsible for ensuring the Fund's and the Trust's overall compliance with the 1940 Act, the Code and all other applicable federal and state laws and regulations and the Subadviser is only obligated to comply with this subsection
(b) with respect to the Subadviser Assets. The Adviser timely will provide the Subadviser with a copy of the minutes of the meetings of the Board of Trustees of the Trust to the extent they may affect a Fund or the services of the Subadviser, copies of any financial statements or reports made by a Fund to its shareholders, and any further materials or information which the Subadviser may reasonably request to enable it to perform its functions under this Agreement.

The Adviser shall perform quarterly and annual tax compliance tests to ensure that the Fund is in compliance with Subchapter M and Section 817(h) of the Code. In connection with such compliance tests, the Adviser shall inform the Subadviser at least ten (10) business days prior to a calendar quarter end if the Subadviser Assets are out of compliance with the diversification requirements under either Subchapter M or Section 817(h). If the Adviser notifies the Subadviser that the Subadviser Assets are not in compliance with such requirements noted above, the Subadviser will take prompt action to bring the Subadviser Assets back into compliance within the time permitted under the Code thereunder.

The Adviser will provide the Subadviser with reasonable advance notice of any change in a Fund's investment objectives, policies and restrictions as stated in the Prospectus, and the Subadviser shall, in the performance of its duties and obligations under this Agreement, manage the Subadviser Assets consistent with such changes, provided that the Subadviser has received prompt notice of the effectiveness of such changes from the Trust or the Adviser. In addition to such notice, the Adviser shall provide to the Subadviser a copy of a modified Prospectus reflecting such changes. The Adviser acknowledges and will ensure that the Prospectus will at all times be in compliance with all disclosure requirements under all applicable federal and state laws and regulations relating to the Trust or the Fund, including, without limitation, the 1940 Act, and the rules and regulations thereunder, and that the Subadviser shall have no liability in connection therewith, except as to the accuracy of material information furnished in writing by the Subadviser to the Trust or to the Adviser specifically for inclusion in the Prospectus. The Subadviser hereby agrees to provide to the Adviser in a timely manner such information relating to the Subadviser and its relationship to, and actions for, the Trust as may be required to be contained in the Prospectus or in the Trust's Registration Statement on Form N-1A.

(c) VOTING OF PROXIES. The Adviser hereby delegates to the Subadviser the Adviser's discretionary authority to exercise voting rights with respect to the securities and other investments in the Subadviser Assets and authorizes the Subadviser to delegate further such discretionary authority to a designee identified in a notice given to the Trust and the Adviser. The Subadviser, including without limitation its designee, shall have the power to vote, either in person or by proxy, all securities in which the Subadviser Assets may be invested from time to time, and shall not be required to seek or take instructions from, the Adviser, the Fund or the Trust or take any action with respect thereto. If both the Subadviser and another entity managing assets of the Fund have invested the Fund's assets in the same security, the Subadviser and such other entity will each have the power to vote its pro rata share of the Fund's security.

The Subadviser will establish a written procedure for proxy voting in compliance with current applicable rules and regulations, including but not limited to Rule 30b1-4 under the 1940 Act. The Subadviser will provide the Adviser or its designee, a copy of such procedure and establish a process for the timely distribution of the Subadviser's voting record with respect to the Fund's securities and other information necessary for the Fund to complete information required by Form N-1A under the 1940 Act and the Securities Act of 1933, as amended (the "Securities Act"), Form N-PX under the 1940 Act, and Form N-CSR under the Sarbanes-Oxley Act of 2002, as amended, respectively.

(d) AGENT. Subject to any other written instructions of the Adviser or the Trust, the Subadviser is hereby appointed the Adviser's and the Trust's agent and attorney-in-fact for the limited purposes of executing account documentation, agreements, contracts and other documents as the Subadviser shall be requested by brokers, dealers, counterparties and other persons in connection with its management of the Subadviser Assets. The Subadviser agrees to provide the Adviser and the Trust with copies of any such agreements executed on behalf of the Adviser or the Trust.

(e) BROKERAGE. The Subadviser is authorized, subject to the supervision of the Adviser and the plenary authority of the Trust's Board of Trustees, to establish and maintain accounts on behalf of the Fund with, and place orders for the investment and reinvestment, including without limitation purchase and sale of the Subadviser Assets with or through, such persons, brokers (including, to the extent permitted by applicable law, any broker affiliated with the Subadviser) or dealers (collectively "Brokers") as Subadviser may elect and negotiate commissions to be paid on such transactions. The Subadviser, however, is not required to obtain the consent of the Adviser or the Trust's Board of Trustees prior to establishing any such brokerage account. The Subadviser shall place all orders for the purchase and sale of portfolio investments for a Fund's account with Brokers selected by the Subadviser. In the selection of such Brokers and the placing of such orders, the Subadviser shall seek to obtain for the Fund the most favorable price and execution available, except to the extent it may be permitted to pay higher brokerage commissions for brokerage and research services, as provided below. In using its reasonable efforts to obtain for a Fund the most favorable price and execution available, the Subadviser, bearing in mind the best interests of each Fund at all times, shall consider all factors it deems relevant, including price, the size of the transaction, the breadth and nature of the market for the security, the difficulty of the execution, the amount of the commission, if any, the timing of the transaction, market prices and trends, the reputation, experience and financial stability of the Broker involved, and the quality of service rendered by the Broker in other

transactions. Notwithstanding the foregoing, neither the Trust, the Fund nor the Adviser shall instruct the Subadviser to place orders with any particular Broker(s) with respect to the Subadviser Assets. Subject to such policies as the Trustees may determine, or as may be mutually agreed to by the Adviser and the Subadviser, the Subadviser is authorized but not obligated to cause, and shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused, the Fund to pay a Broker that provides brokerage and research services (within the meaning of Section 28(e) of the Securities Exchange Act of 1934) to the Subadviser an amount of commission for effecting a Subadviser Assets investment transaction that is in excess of the amount of commission that another Broker would have charged for effecting that transaction if, but only if, the Subadviser determines in good faith that such commission was reasonable in relation to the value of the brokerage and research services provided by such Broker viewed in terms of either that particular transaction or the overall responsibility of the Subadviser with respect to the accounts as to which it exercises investment discretion.

It is recognized that the services provided by such Brokers may be useful to the Subadviser in connection with the Subadviser's services to other clients. On occasions when the Subadviser deems the purchase or sale of a security to be in the best interests of the Fund with respect to the Subadviser Assets as well as other clients of the Subadviser, the Subadviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be sold or purchased in order to obtain the most favorable price or lower brokerage commissions and efficient execution. In such event, allocation of securities so sold or purchased, as well as the expenses incurred in the transaction, will be made by the Subadviser in the manner the Subadviser considers to be the most equitable and consistent with its fiduciary obligations to each Fund and to such other clients. It is recognized that in some cases, this procedure may adversely affect the price paid or received by the Fund or the size of the position obtainable for, or disposed of by, the Fund with respect to the Subadviser Assets.

(f) SECURITIES TRANSACTIONS. The Subadviser and any affiliated person of the Subadviser will not purchase securities or other instruments from or sell securities or other instruments to the Fund; provided, however, the Subadviser or any affiliated person of the Subadviser may purchase securities or other instruments from or sell securities or other instruments to the Fund if such transaction is permissible under applicable laws and regulations, including, without limitation, the 1940 Act and the Advisers Act and the rules and regulations promulgated thereunder.

The Subadviser, on its own behalf and with respect to its Access Persons (as defined in subsection (e) of Rule 17j-1 under the 1940 Act), agrees to observe and comply with Rule 17j-1 and its Code of Ethics (which shall comply in all material respects with Rule 17j-1), as the same may be amended from time to time. On at least an annual basis, the Subadviser will comply with the reporting requirements of Rule 17j-1, which may include either (i) certifying to the Adviser that the Subadviser and its Access Persons have complied with the Subadviser's Code of Ethics with respect to the Subadviser Assets or (ii) identifying any violations which have occurred with respect to the Subadviser Assets. The Subadviser will have also submitted its Code of Ethics for its initial approval by the Board of Trustees

no later than the date of execution of this agreement and subsequently within six months of any material change thereto.

(g) BOOKS AND RECORDS. The Subadviser shall maintain separate detailed records as are required by applicable laws and regulations of all matters hereunder pertaining to the Subadviser Assets (the "Fund's Records"), including, without limitation, brokerage and other records of all securities transactions. The Subadviser acknowledges that the Fund's Records are property of the Trust; except to the extent that the Subadviser is required to maintain the Fund's Records under the Advisers Act or other applicable law and except that the Subadviser, at its own expense, is entitled to make and keep a copy of the Fund's Records for its internal files. The Fund's Records shall be available to the Adviser or the Trust at any time upon reasonable request during normal business hours and shall be available for telecopying promptly to the Adviser during any day that the Fund is open for business as set forth in the Prospectus.

(h) INFORMATION CONCERNING SUBADVISER ASSETS AND SUBADVISER. From time to time as the Adviser or the Trust reasonably may request in good faith, the Subadviser will furnish the requesting party reports on portfolio transactions and reports on the Subadviser Assets, all in such reasonable detail as the parties may reasonably agree in good faith. The Subadviser will also inform the Adviser in a timely manner of material changes in portfolio managers responsible for Subadviser Assets, any changes in the ownership or management of the Subadviser, or of material changes in the control of the Subadviser. Upon the Trust's or the Adviser's reasonable request, the Subadviser will make available its officers and employees to meet with the Trust's Board of Trustees to review the Subadviser Assets via telephone on a quarterly basis and on a less frequent basis as agreed upon by the parties in person.

Subject to the other provisions of this Agreement, the Subadviser will also provide such information or perform such additional acts with respect to the Subadviser Assets as are reasonably required for the Trust or the Adviser to comply with their respective obligations under applicable laws, including without limitation, the Code, the 1940 Act, the Advisers Act, and the Securities Act, and any rule or regulation thereunder.

(i) CUSTODY ARRANGEMENTS. The Trust or the Adviser shall notify the Subadviser of the identities of its custodian banks and the custody arrangements therewith with respect to the Subadviser Assets and shall give the Subadviser written notice of any changes in such custodian banks or custody arrangements. The Subadviser shall on each business day provide the Adviser and the Trust's custodian such information as the Adviser and the Trust's custodian may reasonably request in good faith relating to all transactions concerning the Subadviser Assets. The Trust shall instruct its custodian banks to (A) carry out all investment instructions as may be directed by the Subadviser with respect to the Subadviser Assets (which instructions may be orally given if confirmed in writing); and (B) provide the Subadviser with all operational information necessary for the Subadviser to trade the Subadviser Assets on behalf of the Fund. The Subadviser shall have no liability for the acts or omissions of the authorized custodian(s), unless such act or omission is required by and taken in reliance upon instructions given to the authorized custodian(s) by a representative of the Subadviser properly authorized (pursuant to written instruction by the Adviser) to give such instructions.

3. INDEPENDENT CONTRACTOR. In the performance of its services hereunder, the Subadviser is and shall be an independent contractor and unless otherwise expressly provided herein or otherwise authorized in writing, shall have no authority to act for or represent the Fund, the Trust or the Adviser in any way or otherwise be deemed an agent of the Fund, the Trust or the Adviser.

4. EXPENSES. During the term of this Agreement, Subadviser will pay all expenses incurred by it in connection with its activities under this Agreement. The Subadviser shall, at its sole expense, employ or associate itself with such persons as it believes to be particularly fitted to assist it in the execution of its duties under this Agreement. The Subadviser shall not be responsible for the Trust's, the Fund's or Adviser's expenses, which shall include, but not be limited to, the cost of securities, commodities and other investments (including brokerage commissions and other transaction charges, if any) purchased for a Fund and any losses incurred in connection therewith, expenses of holding or carrying Subadviser Assets, including, without limitation, expenses of dividends on stock borrowed to cover a short sale and interest, fees or other charges incurred in connection with leverage and related borrowings with respect to the Subadviser Assets, organizational and offering expenses (which include, but are not limited to, out-of-pocket expenses, but not overhead or employee costs of the Subadviser); expenses for legal, accounting and auditing services; taxes and governmental fees; dues and expenses incurred in connection with membership in investment company organizations; costs of printing and distributing shareholder reports, proxy materials, prospectuses, stock certificates and distribution of dividends; charges of the Fund's custodians and sub-custodians, administrators and sub-administrators, registrars, transfer agents, dividend disbursing agents and dividend reinvestment plan agents; payment for portfolio pricing services to a pricing agent, if any; registration and filing fees of the SEC; expenses of registering or qualifying securities of the Fund for sale in the various states; freight and other charges in connection with the shipment of the Fund's portfolio securities; fees and expenses of non-interested Trustees; salaries of shareholder relations personnel; costs of shareholders meetings; insurance; interest; brokerage costs; and litigation and other extraordinary or non-recurring expenses. The Trust or the Adviser, as the case may be, shall reimburse the Subadviser for any expenses of the Funds or the Adviser as may be reasonably incurred by such Subadviser on behalf of the Fund or the Adviser. The Subadviser shall keep and supply to the Trust and the Adviser reasonable records of all such expenses.

5. COMPENSATION. For the services provided pursuant to this Agreement, the Subadviser is entitled to the fee listed for the Fund on Exhibit A hereto. Such fees will be computed daily and paid no later than the seventh (7th) business day following the end of each month, from the Adviser or the Trust, calculated at an annual rate based on the Subadviser Assets' average daily net assets.

The method of determining the net asset value of the Subadviser Assets for purposes hereof shall be the same as the method of determining net asset value for purposes of establishing the offering and redemption price of the shares of the Trust as described in the Fund's Prospectus. If this Agreement shall be effective for only a portion of a month with respect to the Fund, the aforesaid fee shall be prorated for the portion of such month during which this Agreement is in effect for the Fund.

Notwithstanding any other provision in this Agreement, all compensation earned by the Subadviser hereunder respectively as to each Fund of the Trust listed on Exhibit A of this Interim Subadvisory Agreement shall be held in an interest-bearing escrow account with the Trust's custodian or a bank until such time as the holders of a majority of the outstanding voting securities of the applicable Fund approve, within 150 days from the effective date of this Interim Subadvisory Agreement, the New Subadvisory Agreement. Upon such approval by the shareholders of a Fund, the escrowed amount (including interest earned) for such Fund will be paid to the Subadviser. However, should the New Subadvisory Agreement not be approved by the holders of a Fund's outstanding voting securities within 150 days from the effective date of this Interim Subadvisory Agreement, the Subadviser will be paid for each such Fund from the escrow account the lesser of (i) any costs incurred in performing services under this Interim Agreement (plus interest earned on that amount while in escrow); or (ii) the total amount in the escrow account (plus interest earned). Subadviser shall submit to the Adviser, on a monthly basis, a report itemizing its costs, as defined herein, including any supporting documentation.

6. REPRESENTATIONS AND WARRANTIES OF SUBADVISER. The Subadviser represents and warrants to the Adviser and the Trust as follows:

(a) The Subadviser is registered as an investment adviser under the Advisers Act;

(b) The Subadviser is registered as a Commodity Trading Advisor under the Commodity Exchange Act, as amended (the "CEA"), with the Commodity Futures Trading Commission (the "CFTC"), or is not required to file such registration;

(c) The Subadviser is a limited liability company duly organized and properly registered and operating under the laws of the State of Oregon with the power to own and possess its assets and carry on its business as it is now being conducted and as proposed to be conducted hereunder;

(d) The execution, delivery and performance by the Subadviser of this Agreement are within the Subadviser's powers and have been duly authorized by all necessary actions of its directors or shareholders, and no action by, or in respect of, or filing with, any governmental body, agency or official is required on the part of the Subadviser for execution, delivery and performance by the Subadviser of this Agreement, and the execution, delivery and performance by the Subadviser of this Agreement do not contravene or constitute a violation of, or a material default under, (i) any provision of applicable law, rule or regulation, (ii) the Subadviser's governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Subadviser; and

(e) The Form ADV of the Subadviser provided to the Adviser and the Trust is a true and complete copy of the form, including that part or parts of the Form ADV filed with the SEC, that part or parts maintained in the records of the Adviser, and/or that part or parts provided or offered to clients, in each case as required under the Advisers Act and rules thereunder, and the information contained therein is accurate and complete in all material

respects and does not omit to state any material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading.

7. REPRESENTATIONS AND WARRANTIES OF ADVISER. The Adviser represents and warrants to the Subadviser as follows:

(a) The Adviser is registered as an investment adviser under the Advisers Act;

(b) The Adviser has filed a notice of exemption pursuant to Rule 4.14 under the CEA with the CFTC and the National Futures Association or is not required to file such exemption;

(c) The Adviser is a statutory trust duly organized and validly existing under the laws of the State of Delaware with the power to own and possess its assets and carry on its business as it is now being conducted and as proposed to be conducted hereunder;

(d) The execution, delivery and performance by the Adviser of this Agreement are within the Adviser's powers and have been duly authorized by all necessary action on the part of its directors, shareholders or managing unitholder, and no action by, or in respect of, or filing with, any governmental body, agency or official is required on the part of the Adviser for the execution, delivery and performance by the Adviser of this Agreement, and the execution, delivery and performance by the Adviser of this Agreement do not contravene or constitute a violation of, or a material default under, (i) any provision of applicable law, rule or regulation, (ii) the Adviser's governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Adviser;

(e) The Form ADV of the Adviser provided to the Subadviser and the Trust is a true and complete copy of the form, including that part or parts of the Form ADV filed with the SEC, that part or parts maintained in the records of the Adviser, and/or that part or parts provided or offered to clients, in each case as required under the Advisers Act and rules thereunder, and the information contained therein is accurate and complete in all material respects and does not omit to state any material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading;

(f) The Adviser acknowledges that it received a copy of the Subadviser's Form ADV prior to the execution of this Agreement; and

(g) The Adviser and the Trust have duly entered into the Advisory Agreement pursuant to which the Trust authorized the Adviser to delegate certain of its duties under the Advisory Agreement to other investment advisers, including without limitation, the appointment of a subadviser with respect to assets of each of the Trust's mutual fund series, including without limitation the Adviser's entering into and performing this Agreement.

8. REPRESENTATIONS AND WARRANTIES OF THE TRUST. The Trust represents and warrants to the Adviser and the Subadviser as follows:

(a) The Trust is a statutory trust duly formed and validly existing under the laws of the State of Delaware with the power to own and possess its assets and carry on its business as it is now being conducted and as proposed to be conducted hereunder;

(b) The Trust is registered as an investment company under the 1940 Act and has elected to qualify and has qualified, together with the Fund, as a regulated investment company under the Code, and the Fund's shares are registered under the Securities Act;

(c) The execution, delivery and performance by the Trust of this Agreement are within the Trust's powers and have been duly authorized by all necessary action on the part of the Trust and its Board of Trustees, and no action by, or in respect of, or filing with, any governmental body, agency or official is required on the part of the Trust for the execution, delivery and performance by the Adviser of this Agreement, and the execution, delivery and performance by the Trust of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Trust's governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Trust; and

(d) The Trust acknowledges that it received a copy of the Subadviser's Form ADV prior to the execution of this Agreement.

9. SURVIVAL OF REPRESENTATIONS AND WARRANTIES; DUTY TO UPDATE INFORMATION. All representations and warranties made by the Subadviser, the Adviser and the Trust pursuant to the recitals above and Sections 6, 7 and 8, respectively, shall survive for the duration of this Agreement and the parties hereto shall promptly notify each other in writing upon becoming aware that any of the foregoing representations and warranties are no longer true or accurate in all material effects.

10. LIABILITY AND INDEMNIFICATION.

(a) LIABILITY. The Subadviser shall exercise its best judgment in rendering its services in accordance with the terms of this Agreement, but otherwise, in the absence of willful misfeasance, bad faith or gross negligence on the part of the Subadviser or a reckless disregard of its duties hereunder, the Subadviser, each of its affiliates and all respective partners, officers, directors and employees ("Affiliates") and each person, if any, who within the meaning of the Securities Act controls the Subadviser ("Controlling Persons"), if any, shall not be subject to any expenses or liability to the Adviser, any other subadviser to a Fund, the Trust or a Fund or any of a Fund's shareholders, in connection with the matters to which this Agreement relates, including without limitation for any losses that may be sustained in the purchase, holding or sale of Subadviser Assets. The Adviser shall exercise its best judgment in rendering its obligations in accordance with the terms of this Agreement, but otherwise (except as set forth in Section 10(c) below), in the absence of willful misfeasance, bad faith or gross negligence on the part of the Adviser or a reckless disregard of its duties hereunder, the Adviser, any of its Affiliates and each of the Adviser's Controlling Persons, if any, shall not be subject to any liability to the Subadviser, for any act or omission in the case of, or connected with, rendering services hereunder or for any losses that may be sustained in the purchase, holding or sale of Subadviser Assets. Notwithstanding the foregoing, nothing herein shall relieve the Adviser and the

Subadviser from any of their obligations under applicable law, including, without limitation, the federal and state securities laws and the CEA.

(b) INDEMNIFICATION. The Subadviser shall indemnify the Adviser, the Trust and the Fund, and their respective Affiliates and Controlling Persons for any liability and expenses, including without limitation reasonable attorneys' fees and expenses, which the Adviser, the Trust and/or the Fund and their respective Affiliates and Controlling Persons may sustain as a result of the Subadviser's willful misfeasance, bad faith, gross negligence, reckless disregard of its duties hereunder or violation of applicable law, including, without limitation, the federal and state securities laws or the CEA. The Adviser shall indemnify the Subadviser, its Affiliates and its Controlling Persons, for any liability and expenses, including without limitation reasonable attorneys' fees and expenses, which may be sustained as a result of the Adviser's willful misfeasance, bad faith, gross negligence, reckless disregard of its duties hereunder or violation of applicable law, including, without limitation, the federal and state securities laws or the CEA.

The Trust shall indemnify the Subadviser, its Affiliates and its Controlling Persons, for any liability and expenses, including without limitation reasonable attorneys' fees and expenses, which may be sustained as a result of the Trust's willful misfeasance, bad faith, gross negligence, reckless disregard of its duties hereunder or violation of applicable law, including, without limitation, the federal and state securities laws or the CEA.

(c) The Subadviser shall not be liable to the Adviser for (i) any acts of the Adviser or any other subadviser to a Fund with respect to the portion of the assets of that Fund not managed by Subadviser, or (ii) acts of the Subadviser which result from acts of the Adviser, including, but not limited to, a failure of the Adviser to provide accurate and current information with respect to any records maintained by the Adviser or any other subadviser to a Fund, which records are not also maintained by or otherwise available to the Subadviser upon reasonable request. The Adviser agrees that Subadviser shall manage the Subadviser Assets as if they were a separate operating Fund as set forth in Section 2(b) of this Agreement. The Adviser shall indemnify the Subadviser, its Affiliates and Controlling Persons from any liability arising from the conduct of the Adviser and any other subadviser with respect to the portion of the Fund's assets not allocated to the Subadviser.

11. DURATION AND TERMINATION.

(a) DURATION. This Agreement shall become effective on May 1, 2007, and shall remain in full force and effect continuously until the date not later than 150 days from the effective date of this Interim Subadvisory Agreement, unless sooner terminated as provided herein.

(b) TERMINATION. This Interim Subadvisory Agreement will terminate as to any Fund listed on attached Exhibit A, upon the approval of the New Subadvisory Agreement by a majority of such Fund's outstanding voting securities. This Interim Subadvisory Agreement may also be terminated at any time, upon the vote of a majority of the Trustees, or with respect to any Fund, by the vote of a majority of such Fund's outstanding voting securities, as defined in the 1940 Act, upon not more than 10 (ten) calendar days written notice to the Advisor. Also, the

Adviser may at any time terminate this Agreement by not less than sixty days' written notice to the Subadviser, and the Subadviser may at any time terminate this Agreement by not less than sixty days' written notice to the Adviser.

This Agreement shall not be assigned (as such term is defined in the 1940 Act) and shall terminate automatically in the event of its assignment or upon the termination of the Advisory Agreement.

12. DUTIES OF THE ADVISER. The Adviser shall continue to have responsibility for all services to be provided to the Fund pursuant to the Advisory Agreement and shall oversee and review the Subadviser's performance of its duties under this Agreement. Nothing contained in this Agreement shall obligate the Adviser to provide any funding or other support for the purpose of directly or indirectly promoting investments in the Fund.

13. REFERENCE TO ADVISER AND SUBADVISER.

(a) Neither the Adviser nor any Affiliate or agent of the Adviser shall make reference to or use the name of Subadviser or any of its Affiliates, or any of their clients, except references concerning the identity of and services provided by the Subadviser to a Fund, which references shall not differ in substance from those included in the Prospectus and this Agreement, in any advertising or promotional materials without the prior approval of Subadviser, which approval shall not be unreasonably withheld or delayed. The Adviser hereby agrees to make all reasonable efforts to cause the Fund and any Affiliate thereof to satisfy the foregoing obligation.

(b) Neither the Subadviser nor any Affiliate or agent of the Subadviser shall make reference to or use the name of the Adviser or any of its Affiliates, or any of their clients, except references concerning the identity of and services provided by the Adviser to a Fund or to the Subadviser, which references shall not differ in substance from those included in the Prospectus and this Agreement, in any advertising or promotional materials without the prior approval of Adviser, which approval shall not be unreasonably withheld or delayed. The Subadviser hereby agrees to make all reasonable efforts to cause any Affiliate of the Subadviser to satisfy the foregoing obligation.

14. AMENDMENT. This Agreement may be amended by mutual consent of the parties, provided that the terms of any material amendment shall be approved by:
(a) the Trust's Board of Trustees or by a vote of a majority of the outstanding voting securities of the Funds (as required by the 1940 Act), and (b) the vote of a majority of those Trustees of the Trust who are not "interested persons" of any party to this Agreement cast in person at a meeting called for the purpose of voting on such approval, if such approval is required by applicable law.

15. CONFIDENTIALITY. Subject to the duties of the Adviser, the Trust and the Subadviser to comply with applicable law, including any demand of any regulatory or taxing authority having jurisdiction, the parties hereto shall treat as confidential and shall not disclose any and all information pertaining to the Fund and the actions of the Subadviser, the Adviser and the Fund in respect thereof; except to the extent:

(a) AUTHORIZED. The Adviser or the Trust has authorized such disclosure;

(b) COURT OR REGULATORY AUTHORITY. Disclosure of such information is expressly required or requested by a court or other tribunal of competent jurisdiction or applicable federal or state regulatory authorities;

(c) PUBLICLY KNOWN WITHOUT BREACH. Such information becomes known to the general public without a breach of this Agreement or a similar confidential disclosure agreement regarding such information;

(d) ALREADY KNOWN. Such information already was known by the party prior to the date hereof;

(e) RECEIVED FROM THIRD PARTY. Such information was or is hereafter rightfully received by the party from a third party (expressly excluding the Fund's custodian, prime broker and administrator) without restriction on its disclosure and without breach of this Agreement or of a similar confidential disclosure agreement regarding them; or

(f) INDEPENDENTLY DEVELOPED. The party independently developed such information.

16. NOTICE. Any notice that is required to be given by the parties to each other under the terms of this Agreement shall be in writing, delivered, or mailed postpaid to the other parties, or transmitted by facsimile with acknowledgment of receipt, to the parties at the following addresses or facsimile numbers, which may from time to time be changed by the parties by notice to the other party:

(a) If to the Subadviser:

NorthPointe Capital, LLC 101 West Big Beaver Road, Suite 745 Troy, Michigan 48084

(b) If to the Adviser:

Nationwide Fund Advisors (a.k.a. "Gartmore Mutual Fund Capital Trust," until May 1, 2007) 1200 River Road
Conshohocken, PA, 19428 Attention: Legal Department Facsimile: (484) 530-1323

(c) If to the Trust:

Nationwide Mutual Funds
(a.k.a. "Gartmore Mutual Funds," until May 1, 2007)

1200 River Road
Conshohocken, PA 19428
Attention: Legal Department
Facsimile: (484) 530-1323

17. JURISDICTION. This Agreement shall be governed by and construed in accordance with substantive laws of the State of Delaware without reference to choice of law principles thereof and in accordance with the 1940 Act. In the case of any conflict, the 1940 Act shall control.

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

19. CERTAIN DEFINITIONS. For the purposes of this Agreement and except as otherwise provided herein, "interested person," "affiliated person," and "assignment" shall have their respective meanings as set forth in the 1940 Act, subject, however, to such exemptions as may be granted by the SEC.

20. CAPTIONS. The captions herein are included for convenience of reference only and shall be ignored in the construction or interpretation hereof.

21. SEVERABILITY. If any provision of this Agreement shall be held or made invalid by a court decision or applicable law, the remainder of the Agreement shall not be affected adversely and shall remain in full force and effect.

22. ENTIRE AGREEMENT. This Agreement, together with all exhibits, attachments and appendices, contains the entire understanding and agreement of the parties with respect to the subject matter hereof.

23. NATIONWIDE MUTUAL FUNDS (A.K.A. "GARTMORE MUTUAL FUNDS") AND ITS
TRUSTEES. The terms "Nationwide Mutual Funds" or "Gartmore Mutual Funds" and the "Trustees of Nationwide Mutual Funds" or "Trustees of Gartmore Mutual Funds" refer respectively to the Trust created and the Trustees, as trustees but not individually or personally, acting from time to time under the Declaration of Trust made and dated as of September 30, 2004, as has been or may be amended and/or restated from time to time, and to which reference is hereby made.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day and year first written above.

TRUST

NATIONWIDE MUTUAL FUNDS
(a.k.a. Gartmore Mutual Funds)

By: /S/JOHN GRADY
    ------------------------------------------
Name: John Grady
Title: President

ADVISER

NATIONWIDE FUND ADVISORS
(a.k.a. Gartmore Mutual Fund Capital Trust)

By: /S/GERALD J. HOLLAND
    ------------------------------------------
Name: Gerald J. Holland
Title: SVP-COO

SUBADVISER

NORTHPOINTE CAPITAL LLC

By: /S/JOHN GRADY
    ------------------------------------------
Name: John Grady
Title: President

EXHIBIT A
TO INTERIM SUBADVISORY AGREEMENT
BETWEEN
NATIONWIDE MUTUAL FUNDS,
NATIONWIDE FUND ADVISORS
AND
NORTHPOINTE CAPITAL, LLC

------------------------------------------------------------------------------- ---------------------------------------------------
                              Funds of the Trust                                                 Subadvisory Fees
------------------------------------------------------------------------------- ---------------------------------------------------
Nationwide Micro Cap Equity                                                     0.90% of the Subadviser Assets' average daily
                                                                                net assets
------------------------------------------------------------------------------- ---------------------------------------------------
Nationwide Small Cap Leaders Fund (Small Cap Growth Sleeve)                     0.55% of the Subadviser Assets' average daily
                                                                                net assets
------------------------------------------------------------------------------- ---------------------------------------------------

TRUST
NATIONWIDE MUTUAL FUNDS
(a.k.a. Gartmore Mutual Funds)

By: /s/John Grady
-------------------------------------------
Name: John Grady
Title: President

ADVISER
NATIONWIDE FUND ADVISORS
(a.k.a. Gartmore Mutual Fund Capital Trust)

By:  /s/Gerald J. Holland
-------------------------------------------
Name: Gerald J. Holland
Title: SVP-COO

SUBADVISER
NORTHPOINTE CAPITAL LLC

By: /s/John Grady
-------------------------------------------
Name: John Grady
Title: President

EXHIBIT B
INTERIM SUBADVISORY AGREEMENT AMONG
NATIONWIDE MUTUAL FUNDS,
NATIONWIDE FUND ADVISORS and
NORTHPOINTE CAPITAL, LLC
EFFECTIVE MAY 1, 2007

In connection with securities transactions for a Fund, the Subadviser that is (or whose affiliated person is) entering into the transaction, and any other investment manager that is advising an affiliate of the Fund (or portion of the Fund) (collectively, the "Managers" for the purposes of this Exhibit) entering into the transaction are prohibited from consulting with each other concerning transactions for the Fund in securities or other assets and, if both Managers are responsible for providing investment advice to the Fund, the Manager's responsibility in providing advice is expressly limited to a discrete portion of the Fund's portfolio that it manages.

This prohibition does not apply to communications by the Adviser in connection with the Adviser's (i) overall supervisory responsibility for the general management and investment of the Fund's assets; (ii) determination of the allocation of assets among the Manager(s), if any; and (iii) investment discretion with respect to the investment of Fund assets not otherwise assigned to a Manager.

TRUST
NATIONWIDE MUTUAL FUNDS
(a.k.a. Gartmore Mutual Funds)

By: /S/JOHN GRADY
    ----------------------------------------
Name: John Grady
Title: President

ADVISER
NATIONWIDE FUND ADVISORS
(a.k.a. Gartmore Mutual Fund Capital Trust)

By: /S/GERALD J. HOLLAND
    ----------------------------------------
Name: Gerald J. Holland
Title: SVP-COO

SUBADVISER
NORTHPOINTE CAPITAL LLC

By: /S/JOHN GRADY
    ----------------------------------------
Name: John Grady
Title: President

EX-99(d)(4)(b)

SUBADVISORY AGREEMENT

THIS AGREEMENT is made and entered into as of the 1st day of May, 2007, by and among NATIONWIDE MUTUAL FUNDS (formerly Gartmore Mutual Funds) (the "Trust), a Delaware statutory trust, NATIONWIDE FUND ADVISORS (formerly Gartmore Mutual Fund Capital Trust) (the "Adviser"), a Delaware statutory trust registered under the Investment Advisers Act of 1940, as amended (the "Advisers Act"), and NORTHPOINTE CAPITAL LLC, a limited liability company under the laws of the State of Delaware (the "Subadviser"), and also registered under the Advisers Act.

WITNESSETH:

WHEREAS, the Trust is registered with the U.S. Securities and Exchange Commission (the "SEC") as an open-end management investment company under the Investment Company Act of 1940, as amended (the "1940 Act");

WHEREAS, the Adviser has, pursuant to an Investment Advisory Agreement with the Trust dated as of the 1st day of May, 2007 (the "Advisory Agreement"), been retained to act as investment adviser for certain of the series of the Trust that are listed on Exhibit A to this Agreement (each, a "Fund");

WHEREAS, the Adviser represents that it is willing and possesses legal authority to render such services subject to the terms and conditions set forth in this Agreement;

WHEREAS, the Trust and the Adviser each represent that the Advisory Agreement permits the Adviser to delegate certain of its duties under the Advisory Agreement to other investment advisers, subject to the requirements of the 1940 Act; and

WHEREAS, the Adviser desires to retain the Subadviser to assist it in the provision of a continuous investment program for that portion of the Fund's assets that the Adviser will assign to the Subadviser, and the Subadviser is willing to render such services subject to the terms and conditions set forth in this Agreement,

NOW, THEREFORE, the parties do mutually agree and promise as follows with respect to each Fund:

1. Appointment as Subadviser. The Adviser hereby appoints the Subadviser to act as investment adviser for and to manage that portion or all of the assets of the Fund that the Adviser from time to time upon reasonable prior notice allocates to, and puts under the control of, the Subadviser (the "Subadviser Assets") subject to the supervision of the Adviser and the Board of Trustees of the Trust and subject to the terms of this Agreement; and the Subadviser hereby accepts such appointment. In such capacity, the Subadviser shall be responsible for the investment management of the Subadviser Assets. It is recognized that the Subadviser and certain of its affiliates now act, and that from time to time hereafter may act, as investment adviser to one or more other investment companies and to fiduciary or other managed accounts and that the Adviser and the Trust cannot object to such activities.

2. Duties of Subadviser.

a. Investments. The Subadviser is hereby authorized and directed and hereby agrees, subject to the stated investment policies and restrictions of the Fund as set forth in the Fund's prospectus and statement of additional information as currently in effect and, as soon as practical after the Trust, the Fund or the Adviser notifies the Subadviser thereof, as supplemented or amended from time to time (collectively referred to hereinafter as the "Prospectus") and subject to the directions of the Adviser and the Trust's Board of Trustees, to monitor on a continuous basis the performance of the Subadviser Assets and to conduct a continuous program of investment, evaluation and, if appropriate, sale and reinvestment of the Subadviser Assets. The Adviser agrees to provide the Subadviser with such assistance as may be reasonably requested by the Subadviser in connection with the Subadviser's activities under this Agreement, including, without limitation, providing information concerning the Fund, its funds available, or to become available, for investment and generally as to the conditions of the Fund's or the Trust's affairs.

b. Compliance with Applicable Laws and Governing Documents. In the performance of its services under this Agreement, the Subadviser shall act in conformity with the Prospectus and the Trust's Agreement and Declaration of Trust and By-Laws as currently in effect and, as soon as practical after the Trust, the Fund or the Adviser notifies the Subadviser thereof, as supplemented, amended and/or restated from time to time (referred to hereinafter as the "Declaration of Trust" and "By-Laws," respectively) and with the instructions and directions received in writing from the Adviser or the Trustees of the Trust and will conform to, and comply with, the requirements of the 1940 Act, the Internal Revenue Code of 1986, as amended (the "Code"), and all other applicable federal and state laws and regulations. Without limiting the preceding sentence, the Adviser promptly shall notify the Subadviser as to any act or omission of the Subadviser hereunder that the Adviser reasonably deems to constitute or to be the basis of any noncompliance or nonconformance with any of the Trust's Declaration of Trust and By-Laws and the Prospectus, the instructions and directions received in writing from the Adviser or the Trustees of the Trust or the 1940 Act, the Code, and all other applicable federal and state laws and regulations. Notwithstanding the foregoing, the Adviser shall remain responsible for ensuring the Fund's and the Trust's overall compliance with the 1940 Act, the Code and all other applicable federal and state laws and regulations and the Subadviser is only obligated to comply with this subsection (b) with respect to the Subadviser Assets. The Adviser timely will provide the Subadviser with a copy of the minutes of the meetings of the Board of Trustees of the Trust to the extent they may affect a Fund or the services of the Subadviser, copies of any financial statements or reports made by a Fund to its shareholders, and any further materials or information which the Subadviser may reasonably request to enable it to perform its functions under this Agreement.

The Adviser shall perform quarterly and annual tax compliance tests to ensure that the Fund is in compliance with Subchapter M and Section 817(h) of the Code. In connection with such compliance tests, the Adviser shall inform the

Subadviser at least ten (10) business days prior to a calendar quarter end if the Subadviser Assets are out of compliance with the diversification requirements under either Subchapter M or Section 817(h). If the Adviser notifies the Subadviser that the Subadviser Assets are not in compliance with such requirements noted above, the Subadviser will take prompt action to bring the Subadviser Assets back into compliance within the time permitted under the Code thereunder.

The Adviser will provide the Subadviser with reasonable advance notice of any change in a Fund's investment objectives, policies and restrictions as stated in the Prospectus, and the Subadviser shall, in the performance of its duties and obligations under this Agreement, manage the Subadviser Assets consistent with such changes, provided that the Subadviser has received prompt notice of the effectiveness of such changes from the Trust or the Adviser. In addition to such notice, the Adviser shall provide to the Subadviser a copy of a modified Prospectus reflecting such changes. The Adviser acknowledges and will ensure that the Prospectus will at all times be in compliance with all disclosure requirements under all applicable federal and state laws and regulations relating to the Trust or the Fund, including, without limitation, the 1940 Act, and the rules and regulations thereunder, and that the Subadviser shall have no liability in connection therewith, except as to the accuracy of material information furnished in writing by the Subadviser to the Trust or to the Adviser specifically for inclusion in the Prospectus. The Subadviser hereby agrees to provide to the Adviser in a timely manner such information relating to the Subadviser and its relationship to, and actions for, the Trust as may be required to be contained in the Prospectus or in the Trust's Registration Statement on Form N-1A.

c. Voting of Proxies. The Adviser hereby delegates to the Subadviser the Adviser's discretionary authority to exercise voting rights with respect to the securities and other investments in the Subadviser Assets and authorizes the Subadviser to delegate further such discretionary authority to a designee identified in a notice given to the Trust and the Adviser. The Subadviser, including without limitation its designee, shall have the power to vote, either in person or by proxy, all securities in which the Subadviser Assets may be invested from time to time, and shall not be required to seek or take instructions from, the Adviser, the Fund or the Trust or take any action with respect thereto. If both the Subadviser and another entity managing assets of the Fund have invested the Fund's assets in the same security, the Subadviser and such other entity will each have the power to vote its pro rata share of the Fund's security.

The Subadviser will establish a written procedure for proxy voting in compliance with current applicable rules and regulations, including but not limited to Rule 30b1-4 under the 1940 Act. The Subadviser will provide the Adviser or its designee, a copy of such procedure and establish a process for the timely distribution of the Subadviser's voting record with respect to the Fund's securities and other information necessary for the Fund to complete information required by Form N-1A under the 1940 Act and the Securities Act of 1933, as amended (the "Securities Act"), Form N-PX under the 1940 Act, and Form N-CSR under the Sarbanes-Oxley Act of 2002, as amended, respectively.

d. Agent. Subject to any other written instructions of the Adviser or the Trust, the Subadviser is hereby appointed the Adviser's and the Trust's agent and attorney-in-fact for the limited purposes of executing account documentation, agreements, contracts and other documents as the Subadviser shall be requested by brokers, dealers, counterparties and other persons in connection with its management of the Subadviser Assets. The Subadviser agrees to provide the Adviser and the Trust with copies of any such agreements executed on behalf of the Adviser or the Trust.

e. Brokerage. The Subadviser is authorized, subject to the supervision of the Adviser and the plenary authority of the Trust's Board of Trustees, to establish and maintain accounts on behalf of the Fund with, and place orders for the investment and reinvestment, including without limitation purchase and sale, of the Subadviser Assets with or through, such persons, brokers (including, to the extent permitted by applicable law, any broker affiliated with the Subadviser) or dealers (collectively "Brokers") as Subadviser may elect and negotiate commissions to be paid on such transactions. The Subadviser, however, is not required to obtain the consent of the Adviser or the Trust's Board of Trustees prior to establishing any such brokerage account. The Subadviser shall place all orders for the purchase and sale of portfolio investments for a Fund's account with Brokers selected by the Subadviser. In the selection of such Brokers and the placing of such orders, the Subadviser shall seek to obtain for the Fund the most favorable price and execution available, except to the extent it may be permitted to pay higher brokerage commissions for brokerage and research services, as provided below. In using its reasonable efforts to obtain for a Fund the most favorable price and execution available, the Subadviser, bearing in mind the best interests of each Fund at all times, shall consider all factors it deems relevant, including price, the size of the transaction, the breadth and nature of the market for the security, the difficulty of the execution, the amount of the commission, if any, the timing of the transaction, market prices and trends, the reputation, experience and financial stability of the Broker involved, and the quality of service rendered by the Broker in other transactions. Notwithstanding the foregoing, neither the Trust, the Fund nor the Adviser shall instruct the Subadviser to place orders with any particular Broker(s) with respect to the Subadviser Assets. Subject to such policies as the Trustees may determine, or as may be mutually agreed to by the Adviser and the Subadviser, the Subadviser is authorized but not obligated to cause, and shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused, the Fund to pay a Broker that provides brokerage and research services (within the meaning of Section 28(e) of the Securities Exchange Act of 1934) to the Subadviser an amount of commission for effecting a Subadviser Assets' investment transaction that is in excess of the amount of commission that another Broker would have charged for effecting that transaction if, but only if, the Subadviser determines in good faith that such commission was reasonable in relation to the value of the brokerage and research services provided by such Broker viewed in terms of either that particular transaction or the overall responsibility of the Subadviser with respect to the accounts as to which it exercises investment discretion.

It is recognized that the services provided by such Brokers may be useful to the Subadviser in connection with the Subadviser's services to other clients. On occasions when the Subadviser deems the purchase or sale of a security to be in the best interests of the Fund with respect to the Subadviser Assets as well as other clients of the Subadviser, the Subadviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be sold or purchased in order to obtain the most favorable price or lower brokerage commissions and efficient execution. In such event, allocation of securities so sold or purchased, as well as the expenses incurred in the transaction, will be made by the Subadviser in the manner the Subadviser considers to be the most equitable and consistent with its fiduciary obligations to each Fund and to such other clients. It is recognized that in some cases, this procedure may adversely affect the price paid or received by the Fund or the size of the position obtainable for, or disposed of by, the Fund with respect to the Subadviser Assets.

f. Securities Transactions. The Subadviser and any affiliated person of the Subadviser will not purchase securities or other instruments from or sell securities or other instruments to the Fund; provided, however, the Subadviser or any affiliated person of the Subadviser may purchase securities or other instruments from or sell securities or other instruments to the Fund if such transaction is permissible under applicable laws and regulations, including, without limitation, the 1940 Act and the Advisers Act and the rules and regulations promulgated thereunder.

The Subadviser, on its own behalf and with respect to its Access Persons (as defined in subsection (e) of Rule 17j-1 under the 1940 Act), agrees to observe and comply with Rule 17j-1 and its Code of Ethics (which shall comply in all material respects with Rule 17j-1), as the same may be amended from time to time. On at least an annual basis, the Subadviser will comply with the reporting requirements of Rule 17j-1, which may include either (i) certifying to the Adviser that the Subadviser and its Access Persons have complied with the Subadviser's Code of Ethics with respect to the Subadviser Assets or (ii) identifying any violations which have occurred with respect to the Subadviser Assets. The Subadviser will have also submitted its Code of Ethics for its initial approval by the Board of Trustees no later than the date of execution of this agreement and subsequently within six months of any material change thereto.

g. Books and Records. The Subadviser shall maintain separate detailed records as are required by applicable laws and regulations of all matters hereunder pertaining to the Subadviser Assets (the "Fund's Records"), including, without limitation, brokerage and other records of all securities transactions. The Subadviser acknowledges that the Fund's Records are property of the Trust; except to the extent that the Subadviser is required to maintain the Fund's Records under the Advisers Act or other applicable law and except that the Subadviser, at its own expense, is entitled to make and keep a copy of the Fund's Records for its internal files. The Fund's Records shall be available to the Adviser or the Trust at any time upon reasonable request during normal business hours and shall be available for telecopying promptly to the Adviser during any day that the Fund is open for business as set forth in the Prospectus.

h. Information Concerning Subadviser Assets and Subadviser. From time to time as the Adviser or the Trust reasonably may request in good faith, the Subadviser will furnish the requesting party reports on portfolio transactions and reports on the Subadviser Assets, all in such reasonable detail as the parties may reasonably agree in good faith. The Subadviser will also inform the Adviser in a timely manner of material changes in portfolio managers responsible for Subadviser Assets, any changes in the ownership or management of the Subadviser, or of material changes in the control of the Subadviser. Upon the Trust's or the Adviser's reasonable request, the Subadviser will make available its officers and employees to meet with the Trust's Board of Trustees to review the Subadviser Assets via telephone on a quarterly basis and on a less frequent basis as agreed upon by the parties in person.

Subject to the other provisions of this Agreement, the Subadviser will also provide such information or perform such additional acts with respect to the Subadviser Assets as are reasonably required for the Trust or the Adviser to comply with their respective obligations under applicable laws, including without limitation, the Code, the 1940 Act, the Advisers Act, and the Securities Act, and any rule or regulation thereunder.

i. Custody Arrangements. The Trust or the Adviser shall notify the Subadviser of the identities of its custodian banks and the custody arrangements therewith with respect to the Subadviser Assets and shall give the Subadviser written notice of any changes in such custodian banks or custody arrangements. The Subadviser shall on each business day provide the Adviser and the Trust's custodian such information as the Adviser and the Trust's custodian may reasonably request in good faith relating to all transactions concerning the Subadviser Assets. The Trust shall instruct its custodian banks to (A) carry out all investment instructions as may be directed by the Subadviser with respect to the Subadviser Assets (which instructions may be orally given if confirmed in writing); and (B) provide the Subadviser with all operational information necessary for the Subadviser to trade the Subadviser Assets on behalf of the Fund. The Subadviser shall have no liability for the acts or omissions of the authorized custodian(s), unless such act or omission is required by and taken in reliance upon instructions given to the authorized custodian(s) by a representative of the Subadviser properly authorized (pursuant to written instruction by the Adviser) to give such instructions.

3. Independent Contractor. In the performance of its services hereunder, the Subadviser is and shall be an independent contractor and unless otherwise expressly provided herein or otherwise authorized in writing, shall have no authority to act for or represent the Fund, the Trust or the Adviser in any way or otherwise be deemed an agent of the Fund, the Trust or the Adviser.

4. Expenses. During the term of this Agreement, the Subadviser will pay all expenses incurred by it in connection with its activities under this Agreement. The Subadviser shall, at its sole expense, employ or associate itself with such persons as it believes to be particularly fitted to assist it in the execution of its duties under this Agreement. The Subadviser shall not be responsible for the Trust's, the Fund's or Adviser's expenses, which shall include, but not be limited to, the cost of securities, commodities and other investments (including brokerage commissions and other transaction charges, if any) purchased for a Fund and any losses incurred in connection therewith, expenses of holding or carrying Subadviser Assets, including, without limitation, expenses of dividends on stock borrowed to cover a short sale and interest, fees or other charges incurred in connection with leverage and related borrowings with respect to the

Subadviser Assets, organizational and offering expenses (which include, but are not limited to, out-of-pocket expenses, but not overhead or employee costs of the Subadviser); expenses for legal, accounting and auditing services; taxes and governmental fees; dues and expenses incurred in connection with membership in investment company organizations; costs of printing and distributing shareholder reports, proxy materials, prospectuses, stock certificates and distribution of dividends; charges of the Fund's custodians and sub-custodians, administrators and sub-administrators, registrars, transfer agents, dividend disbursing agents and dividend reinvestment plan agents; payment for portfolio pricing services to a pricing agent, if any; registration and filing fees of the SEC; expenses of registering or qualifying securities of the Fund for sale in the various states; freight and other charges in connection with the shipment of the Fund's portfolio securities; fees and expenses of non-interested Trustees; salaries of shareholder relations personnel; costs of shareholders meetings; insurance; interest; brokerage costs; and litigation and other extraordinary or non-recurring expenses. The Trust or the Adviser, as the case may be, shall reimburse the Subadviser for any expenses of the Funds or the Adviser as may be reasonably incurred by such Subadviser on behalf of the Fund or the Adviser. The Subadviser shall keep and supply to the Trust and the Adviser reasonable records of all such expenses.

5. Compensation. For the services provided pursuant to this Agreement, the Subadviser is entitled to the fee listed for the Fund on Exhibit A hereto. Such fees will be computed daily and paid no later than the seventh (7th) business day following the end of each month, from the Adviser, calculated at an annual rate based on the Subadviser Assets' average daily net assets.

The method of determining the net asset value of the Subadviser Assets for purposes hereof shall be the same as the method of determining net asset value for purposes of establishing the offering and redemption price of the shares of the Trust as described in the Fund's Prospectus. If this Agreement shall be effective for only a portion of a month with respect to the Fund, the aforesaid fee shall be prorated for the portion of such month during which this Agreement is in effect for the Fund.

6. Representations and Warranties of Subadviser. The Subadviser represents and warrants to the Adviser and the Trust as follows:

a. The Subadviser is registered as an investment adviser under the Advisers Act;

b. The Subadviser is registered as a Commodity Trading Advisor under the Commodity Exchange Act, as amended (the "CEA"), with the Commodity Futures Trading Commission (the "CFTC"), or is not required to file such registration;

c. The Subadviser is a limited liability company duly organized and properly registered and operating under the laws of the State of Delaware with the power to own and possess its assets and carry on its business as it is now being conducted and as proposed to be conducted hereunder;

d. The execution, delivery and performance by the Subadviser of this Agreement are within the Subadviser's powers and have been duly authorized by all necessary actions of its directors or shareholders, and no action by, or in respect of, or filing with, any governmental body, agency or official is required on the part of the Subadviser for execution, delivery and performance by the Subadviser of this Agreement, and the execution, delivery and performance by the Subadviser of this Agreement do not contravene or constitute a violation of, or a material default under, (i) any provision of applicable law, rule or regulation, (ii) the Subadviser's governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Subadviser; and

e. The Form ADV of the Subadviser provided to the Adviser and the Trust is a true and complete copy of the form, including that part or parts of the Form ADV filed with the SEC, that part or parts maintained in the records of the Adviser, and/or that part or parts provided or offered to clients, in each case as required under the Advisers Act and rules thereunder, and the information contained therein is accurate and complete in all material respects and does not omit to state any material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading.

7. Representations and Warranties of Adviser. The Adviser represents and warrants to the Subadviser as follows:

a. The Adviser is registered as an investment adviser under the Advisers Act;

b. The Adviser has filed a notice of exemption pursuant to Rule 4.14 under the CEA with the CFTC and the National Futures Association or is not required to file such exemption;

c. The Adviser is a statutory trust duly organized and validly existing under the laws of the State of Delaware with the power to own and possess its assets and carry on its business as it is now being conducted and as proposed to be conducted hereunder;

d. The execution, delivery and performance by the Adviser of this Agreement are within the Adviser's powers and have been duly authorized by all necessary action on the part of its directors, shareholders or managing unitholder, and no action by, or in respect of, or filing with, any governmental body, agency or official is required on the part of the Adviser for the execution, delivery and performance by the Adviser of this Agreement, and the execution, delivery and performance by the Adviser of this Agreement do not contravene or constitute a violation of, or a material default under, (i) any provision of applicable law, rule or regulation, (ii) the Adviser's governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Adviser;

e. The Form ADV of the Adviser provided to the Subadviser and the Trust is a true and complete copy of the form, including that part or parts of the Form ADV filed with the SEC, that part or parts maintained in the records of the Adviser, and/or that part or parts provided or offered to clients, in each case as required under the Advisers Act and rules thereunder, and the information contained therein is accurate and complete in all material respects and does not omit to state any material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading;

f. The Adviser acknowledges that it received a copy of the Subadviser's Form ADV prior to the execution of this Agreement; and

g. The Adviser and the Trust have duly entered into the Advisory Agreement pursuant to which the Trust authorized the Adviser to delegate certain of its duties under the Advisory Agreement to other investment advisers, including without limitation, the appointment of a subadviser with respect to assets of each of the Trust's mutual fund series, including without limitation the Adviser's entering into and performing this Agreement.

8. Representations and Warranties of the Trust. The Trust represents and warrants to the Adviser and the Subadviser as follows:

a. The Trust is a statutory trust duly formed and validly existing under the laws of the State of Delaware with the power to own and possess its assets and carry on its business as it is now being conducted and as proposed to be conducted hereunder;

b. The Trust is registered as an investment company under the 1940 Act and has elected to qualify and has qualified, together with the Fund, as a regulated investment company under the Code, and the Fund's shares are registered under the Securities Act;

c. The execution, delivery and performance by the Trust of this Agreement are within the Trust's powers and have been duly authorized by all necessary action on the part of the Trust and its Board of Trustees, and no action by, or in respect of, or filing with, any governmental body, agency or official is required on the part of the Trust for the execution, delivery and performance by the Trust of this Agreement, and the execution, delivery and performance by the Trust of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Trust's governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Trust; and

d. The Trust acknowledges that it received a copy of the Subadviser's Form ADV prior to the execution of this Agreement.

9. Survival of Representations and Warranties; Duty to Update Information. All representations and warranties made by the Subadviser, the Adviser and the Trust pursuant to the recitals above and Sections 6, 7 and 8, respectively, shall survive for the duration of this Agreement and the parties hereto shall promptly notify each other in writing upon becoming aware that any of the foregoing representations and warranties are no longer true or accurate in all material effects.

10. Liability and Indemnification.

a. Liability. The Subadviser shall exercise its best judgment in rendering its services in accordance with the terms of this Agreement, but otherwise, in the absence of willful misfeasance, bad faith or gross negligence on the part of the Subadviser or a reckless disregard of its duties hereunder, the Subadviser, each of its affiliates and all respective partners, officers, directors and employees ("Affiliates") and each person, if any, who within the meaning of the Securities Act controls the Subadviser ("Controlling Persons"), if any, shall not be subject to any expenses or liability to the Adviser, any other subadviser to a Fund, the Trust or a Fund or any of a Fund's shareholders, in connection with the matters to which this Agreement relates, including without limitation for any losses that may be sustained in the purchase, holding or sale of Subadviser Assets. The Adviser shall exercise its best judgment in rendering its obligations in accordance with the terms of this Agreement, but otherwise (except as set forth in Section 10(c) below), in the absence of willful misfeasance, bad faith or gross negligence on the part of the Adviser or a reckless disregard of its duties hereunder, the Adviser, any of its Affiliates and each of the Adviser's Controlling Persons, if any, shall not be subject to any liability to the Subadviser, for any act or omission in the case of, or connected with, rendering services hereunder or for any losses that may be sustained in the purchase, holding or sale of Subadviser Assets. Notwithstanding the foregoing, nothing herein shall relieve the Adviser and the Subadviser from any of their obligations under applicable law, including, without limitation, the federal and state securities laws and the CEA.

b. Indemnification. The Subadviser shall indemnify the Adviser, the Trust and the Fund, and their respective Affiliates and Controlling Persons, for any liability and expenses, including without limitation reasonable attorneys' fees and expenses, which the Adviser, the Trust and/or the Fund and their respective Affiliates and Controlling Persons may sustain as a result of the Subadviser's willful misfeasance, bad faith, gross negligence, reckless disregard of its duties hereunder or violation of applicable law, including, without limitation, the federal and state securities laws or the CEA. The Adviser shall indemnify the Subadviser, its Affiliates and its Controlling Persons, for any liability and expenses, including without limitation reasonable attorneys' fees and expenses, which may be sustained as a result of the Adviser's willful misfeasance, bad faith, gross negligence, reckless disregard of its duties hereunder or violation of applicable law, including, without limitation, the federal and state securities laws or the CEA.

The Trust shall indemnify the Subadviser, its Affiliates and its Controlling Persons, for any liability and expenses, including without limitation reasonable attorneys' fees and expenses, which may be sustained as a result of the Trust's willful misfeasance, bad faith, gross negligence, reckless disregard of its duties hereunder or violation of applicable law, including, without limitation, the federal and state securities laws or the CEA.

c. The Subadviser shall not be liable to the Adviser for (i) any acts of the Adviser or any other subadviser to a Fund with respect to the portion of the assets of that Fund not managed by Subadviser, or (ii) acts of the Subadviser which result from acts of the Adviser, including, but not limited to, a failure of the Adviser to provide accurate and current information with respect to any records maintained by the Adviser or any other subadviser to a Fund, which records are not also maintained by or otherwise available to the Subadviser upon reasonable request. The Adviser agrees that Subadviser shall manage the Subadviser Assets as if they were a separate operating Fund as set forth in Section 2(b) of this Agreement. The Adviser shall indemnify the Subadviser, its Affiliates and Controlling Persons from any liability arising from the conduct of the Adviser and any other subadviser with respect to the portion of the Fund's assets not allocated to the Subadviser.

11. Duration and Termination.

a. Duration. Unless sooner terminated, this Agreement shall continue until May 1, 2008 with respect to any Fund covered by this Agreement initially and for any Fund subsequently added to this Agreement, an initial period of no more than two years that terminates on the second May 1st that occurs following the effective date of this Agreement with respect to such Fund, and thereafter shall continue automatically for successive annual periods with respect to each of the Funds; provided that such continuance is specifically approved at least annually by the Trust's Board of Trustees or the vote of the lesser of (a) 67% of the shares of a Fund represented at a meeting if holders of more than 50% of the outstanding shares of the Fund are present in person or by proxy or (b) more than 50% of the outstanding shares of the Fund; provided further that in either event its continuance also is approved by a majority of the Trust's Trustees who are not "interested persons" (as defined in the 1940 Act) of any party to this Agreement, by vote cast in person at a meeting called for the purpose of voting on such approval.

b. Termination. Notwithstanding whatever may be provided herein to the contrary, this Agreement may be terminated at any time with respect to the Fund, without payment of any penalty:

(i) By vote of a majority of the Trust's Board of Trustees, or by "vote of a majority of the outstanding voting securities" of the Fund (as defined in the 1940 Act), or by the Adviser, in each case, upon not more than 60 days' written notice to the Subadviser;

(ii) By any party hereto immediately upon written notice to the other parties in the event of a breach of any provision of this Agreement by either of the other parties; or

(iii) By the Subadviser upon not more than 60 days' written notice to the Adviser and the Trust.

This Agreement shall not be assigned (as such term is defined in the 1940 Act) and shall terminate automatically in the event of its assignment or upon the termination of the Advisory Agreement.

12. Duties of the Adviser. The Adviser shall continue to have responsibility for all services to be provided to the Fund pursuant to the Advisory Agreement and shall oversee and review the Subadviser's performance of its duties under this Agreement. Nothing contained in this Agreement shall obligate the Adviser to provide any funding or other support for the purpose of directly or indirectly promoting investments in the Fund.

13. Reference to Adviser and Subadviser.

a. Neither the Adviser nor any Affiliate or agent of the Adviser shall make reference to or use the name of the Subadviser or any of its Affiliates, or any of their clients, except references concerning the identity of and services provided by the Subadviser to a Fund, which references shall not differ in substance from those included in the Prospectus and this Agreement, in any advertising or promotional materials without the prior approval of the Subadviser, which approval shall not be unreasonably withheld or delayed. The Adviser hereby agrees to make all reasonable efforts to cause the Fund and any Affiliate thereof to satisfy the foregoing obligation.

b. Neither the Subadviser nor any Affiliate or agent of the Subadviser shall make reference to or use the name of the Adviser or any of its Affiliates, or any of their clients, except references concerning the identity of and services provided by the Adviser to a Fund or to the Subadviser, which references shall not differ in substance from those included in the Prospectus and this Agreement, in any advertising or promotional materials without the prior approval of the Adviser, which approval shall not be unreasonably withheld or delayed. The Subadviser hereby agrees to make all reasonable efforts to cause any Affiliate of the Subadviser to satisfy the foregoing obligation.

14. Amendment. This Agreement may be amended by mutual consent of the parties, provided that the terms of any material amendment shall be approved by:
(a) the Trust's Board of Trustees or by a vote of a majority of the outstanding voting securities of the Funds (as required by the 1940 Act), and (b) the vote of a majority of those Trustees of the Trust who are not "interested persons" of any party to this Agreement cast in person at a meeting called for the purpose of voting on such approval, if such approval is required by applicable law.

15. Confidentiality. Subject to the duties of the Adviser, the Trust and the Subadviser to comply with applicable law, including any demand of any regulatory or taxing authority having jurisdiction, the parties hereto shall treat as confidential and shall not disclose any and all information pertaining to the Fund and the actions of the Subadviser, the Adviser and the Fund in respect thereof; except to the extent:

a. Authorized. The Adviser or the Trust has authorized such disclosure;

b. Court or Regulatory Authority. Disclosure of such information is expressly required or requested by a court or other tribunal of competent jurisdiction or applicable federal or state regulatory authorities;

c. Publicly Known Without Breach. Such information becomes known to the general public without a breach of this Agreement or a similar confidential disclosure agreement regarding such information;

d. Already Known. Such information already was known by the party prior to the date hereof;

e. Received From Third Party. Such information was or is hereafter rightfully received by the party from a third party (expressly excluding the Fund's custodian, prime broker and administrator) without restriction on its disclosure and without breach of this Agreement or of a similar confidential disclosure agreement regarding them; or

f. Independently Developed. The party independently developed such information.

16. Notice. Any notice that is required to be given by the parties to each other under the terms of this Agreement shall be in writing, delivered, or mailed postpaid to the other parties, or transmitted by facsimile with acknowledgment of receipt, to the parties at the following addresses or facsimile numbers, which may from time to time be changed by the parties by notice to the other parties:

If to the Subadviser:

NorthPointe Capital, LLC
101 West Big Beaver Road, Suite 745
Troy, MI 48084

If to the Adviser:

Nationwide Fund Advisors
1200 River Road
Conshohocken, PA 19428
Attention: Legal Department
Facsimile: (484) 530-1323

If to the Trust:

Nationwide Mutual Funds
1200 River Road
Conshohocken, PA 19428
Attention: Legal Department Facsimile: (484) 530-1323

17. Jurisdiction. This Agreement shall be governed by and construed in accordance with substantive laws of the State of Delaware without reference to choice of law principles thereof and in accordance with the 1940 Act. In the case of any conflict, the 1940 Act shall control.

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

19. Certain Definitions. For the purposes of this Agreement and except as otherwise provided herein, "interested person," "affiliated person," and "assignment" shall have their respective meanings as set forth in the 1940 Act, subject, however, to such exemptions as may be granted by the SEC.

20. Captions. The captions herein are included for convenience of reference only and shall be ignored in the construction or interpretation hereof.

21. Severability. If any provision of this Agreement shall be held or made invalid by a court decision or applicable law, the remainder of the Agreement shall not be affected adversely and shall remain in full force and effect.

22. Entire Agreement. This Agreement, together with all exhibits, attachments and appendices, contains the entire understanding and agreement of the parties with respect to the subject matter hereof.

23. Nationwide Mutual Funds and its Trustees. The terms "Nationwide Mutual Funds" and the "Trustees of Nationwide Mutual Funds" refer respectively to the Trust created and the Trustees, as trustees but not individually or personally, acting from time to time under the Declaration of Trust made and dated as of September 30, 2004, as has been or may be amended and/or restated from time to time, and to which reference is hereby made.

[The remainder of this page is intentionally left blank.]

IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day and year first written above.

TRUST:

NATIONWIDE MUTUAL FUNDS

By: /s/ John Grady
    ---------------------------------------
Name: John Grady
Title: President

ADVISER:

NATIONWIDE FUND ADVISORS

By: /s/ Gerald J. Holland
    ---------------------------------------
Name: Gerald Holland
Title: SVP-COO

SUBADVISER:

NORTHPOINTE CAPITAL LLC

By: /s/ John Grady
    ---------------------------------------
Name: John Grady
Title: President

EXHIBIT A
SUBADVISORY AGREEMENT
AMONG
NATIONWIDE MUTUAL FUNDS,
NATIONWIDE FUND ADVISORS
AND
NORTHPOINTE CAPITAL, LLC

       FUNDS OF THE TRUST                                         SUBADVISORY FEES
-------------------------------------             -----------------------------------------------------------------
Nationwide  Large Cap Value Fund                  0.40% on Subadviser Assets up to $100 million
                                                  0.35% on Subadviser Assets of $100 million or more

Nationwide  Value Opportunities Fund              0.40% on Subadviser Assets up to $250 million
                                                  0.35% on Subadviser Assets of $250 million or more

Nationwide  Mid Cap Growth Fund                   0.40% on Subadviser Assets up to $250 million
                                                  0.35% on Subadviser Assets of $250 million or more

Nationwide  Micro Cap Equity Fund                 0.90% of the Subadviser Assets' average daily net assets

Nationwide  Small Cap Leaders Fund                0.55% of the Subadviser Assets' average daily net assets
   (Small Cap Growth Sleeve)

NorthPointe Small Cap Value Fund                  0.45% of the Subadviser Assets' average daily net assets

NorthPointe Small Cap Growth Fund                 0.55% of the Subadviser Assets' average daily net assets

EXHIBIT B
SUBADVISORY AGREEMENT AMONG
NATIONWIDE MUTUAL FUNDS,
NATIONWIDE FUND ADVISORS AND
NORTHPOINTE CAPITAL, LLC

EFFECTIVE MAY 1, 2007

In connection with securities transactions for a Fund, the Subadviser that is (or whose affiliated person is) entering into the transaction, and any other investment manager that is advising an affiliate of the Fund (or portion of the Fund) (collectively, the "Managers" for the purposes of this Exhibit) entering into the transaction are prohibited from consulting with each other concerning transactions for the Fund in securities or other assets and, if both Managers are responsible for providing investment advice to the Fund, the Manager's responsibility in providing advice is expressly limited to a discrete portion of the Fund's portfolio that it manages.

This prohibition does not apply to communications by the Adviser in connection with the Adviser's (i) overall supervisory responsibility for the general management and investment of the Fund's assets; (ii) determination of the allocation of assets among the Manager(s), if any; and (iii) investment discretion with respect to the investment of Fund assets not otherwise assigned to a Manager.

TRUST:

NATIONWIDE MUTUAL FUNDS

By: /s/ John Grady
    --------------------------------------
Name: John Grady
Title: President

ADVISER:

NATIONWIDE FUND ADVISORS

By: /s/ Gerald J. Holland
    ---------------------------------------
Name: Gerald Holland
Title: SVP-COO

SUBADVISER:

NORTHPOINTE CAPITAL LLC

By: /s/ John Grady
    ---------------------------------------
Name: John Grady
Title: President

EX-99(d)(4)(c)

THIS AGREEMENT is made and entered into as of the 1st day of May, 2007, by and among NATIONWIDE MUTUAL FUNDS (formerly Gartmore Mutual Funds) (the "Trust"), a Delaware statutory trust, NATIONWIDE FUND ADVISORS (formerly Gartmore Mutual Fund Capital Trust) (the "Adviser") a Delaware statutory trust registered under the Investment Advisers Act of 1940, as amended (the "Advisers Act"), and BLACKROCK INVESTMENT MANAGEMENT, LLC, a limited liability company under the laws of the State of Delaware (the "Subadviser"), and also registered under the Advisers Act.

W I T N E S S E T H :

WHEREAS, the Trust is registered with the U.S. Securities and Exchange Commission (the "SEC") as an open-end management investment company under the Investment Company Act of 1940, as amended (the "1940 Act");

WHEREAS, the Adviser has, pursuant to an Investment Advisory Agreement with the Trust dated as of the 1st day of May, 2007 (the "Advisory Agreement"), been retained to act as investment adviser for certain of the series of the Trust that are listed on Exhibit A to this Agreement (each, a "Fund");

WHEREAS, the Adviser represents that it is willing and possesses legal authority to render such services subject to the terms and conditions set forth in this Agreement;

WHEREAS, the Trust and the Adviser each represent that the Advisory Agreement permits the Adviser to delegate certain of its duties under the Advisory Agreement to other investment advisers, subject to the requirements of the 1940 Act; and

WHEREAS, the Adviser desires to retain Subadviser to assist it in the provision of a continuous investment program for that portion of the Fund's assets that the Adviser will assign to the Subadviser, and Subadviser is willing to render such services subject to the terms and conditions set forth in this Agreement,

NOW, THEREFORE, the parties do mutually agree and promise as follows with respect to each Fund:

1. APPOINTMENT AS SUBADVISER. The Adviser hereby appoints the Subadviser to act as investment adviser for and to manage that portion or all of the assets of the Fund that the Adviser from time to time upon reasonable prior notice allocates to, and puts under the control of, the Subadviser (the "Subadviser Assets") subject to the supervision of the Adviser and the Board of Trustees of the Trust and subject to the terms of this Agreement; and the Subadviser hereby accepts such appointment. In such capacity, the Subadviser shall be responsible for the investment management of the Subadviser Assets. It is recognized that the Subadviser and certain of its affiliates now act, and that from time to time hereafter may act, as investment adviser to one or more other investment companies and to fiduciary or other managed accounts and that the Adviser and the Trust cannot object to such activities.

2. DUTIES OF SUBADVISER.

(a) INVESTMENTS. The Subadviser is hereby authorized and directed and hereby agrees, subject to the stated investment policies and restrictions of the Fund as set forth in the Fund's prospectus and statement of additional information as currently in effect and, as soon as practical after the Trust, the Fund or the Adviser notifies the Subadviser thereof, as supplemented or amended from time to time (collectively referred to hereinafter as the "Prospectus") and subject to the directions of the Adviser and the Trust's Board of Trustees, to monitor on a continuous basis the performance of the Subadviser Assets and to conduct a continuous program of investment, evaluation and, if appropriate, sale and reinvestment of the Subadviser Assets. The Subadviser is authorized, in its sole discretion and without prior consultation with the Adviser, to buy, sell, lend and otherwise trade in any stocks, bonds and other securities and investment instruments on behalf of the Subadviser Assets, in accordance with each Fund's investment objective and policies. The Adviser agrees to provide the Subadviser with such assistance as may be reasonably requested by the Subadviser in connection with the Subadviser's activities under this Agreement, including, without limitation, providing information concerning the Fund, its funds available, or to become available, for investment and generally as to the conditions of the Fund's or the Trust's affairs.

(b) COMPLIANCE WITH APPLICABLE LAWS AND GOVERNING DOCUMENTS. In the performance of its services under this Agreement, the Subadviser shall act in conformity with the Prospectus and the Trust's Agreement and Declaration of Trust and By-Laws as currently in effect and, as soon as practical after the Trust, the Fund or the Adviser notifies the Subadviser thereof, as supplemented, amended and/or restated from time to time (referred to hereinafter as the "Declaration of Trust" and "By-Laws," respectively) and with the instructions and directions received in writing from the Adviser or the Trustees of the Trust and will conform to, and comply with, the requirements of the 1940 Act, the Internal Revenue Code of 1986, as amended (the "Code"), and all other applicable federal and state laws and regulations. Without limiting the preceding sentence, the Adviser promptly shall notify the Subadviser as to any act or omission of the Subadviser hereunder that the Adviser reasonably deems to constitute or to be the basis of any noncompliance or nonconformance with any of the Trust's Declaration of Trust and By-Laws and the Prospectus, the instructions and directions received in writing from the Adviser or the Trustees of the Trust or the 1940 Act, the Code, and all other applicable federal and state laws and regulations. Notwithstanding the foregoing, the Adviser shall remain responsible for ensuring the Fund's and the Trust's overall compliance with the 1940 Act, the Code and all other applicable federal and state laws and regulations and the Subadviser is only obligated to comply with this subsection (b) with respect to the Subadviser Assets. The Adviser timely will provide the Subadviser with a copy of the minutes of the meetings of the Board of Trustees of the Trust to the extent they may affect a Fund or the services of the Subadviser, copies of any financial statements or reports made by a Fund to its shareholders, and any further materials or information which the Subadviser may reasonably request to enable it to perform its functions under this Agreement.

The Adviser shall perform quarterly and annual tax compliance tests to ensure that the Fund is in compliance with Subchapter M and Section 817(h) of the Code. In connection with such compliance tests, the Adviser shall inform the Subadviser at least ten (10) business days prior to a calendar quarter end if the Subadviser Assets are out of compliance with the diversification requirements under either Subchapter M or Section 817(h). If the Adviser

notifies the Subadviser that the Subadviser Assets are not in compliance with such requirements noted above, the Subadviser will take prompt action to bring the Subadviser Assets back into compliance within the time permitted under the Code thereunder.

The Adviser will provide the Subadviser with reasonable advance notice of any change in a Fund's investment objectives, policies and restrictions as stated in the Prospectus, and the Subadviser shall, in the performance of its duties and obligations under this Agreement, manage the Subadviser Assets consistent with such changes, provided that the Subadviser has received prompt notice of the effectiveness of such changes from the Trust or the Adviser. In addition to such notice, the Adviser shall provide to the Subadviser a copy of a modified Prospectus reflecting such changes. The Adviser acknowledges and will ensure that the Prospectus will at all times be in compliance with all disclosure requirements under all applicable federal and state laws and regulations relating to the Trust or the Fund, including, without limitation, the 1940 Act, and the rules and regulations thereunder, and that the Subadviser shall have no liability in connection therewith, except as to the accuracy of material information furnished in writing by the Subadviser to the Trust or to the Adviser specifically for inclusion in the Prospectus. The Subadviser hereby agrees to provide to the Adviser in a timely manner such information relating to the Subadviser and its relationship to, and actions for, the Trust as may be required to be contained in the Prospectus or in the Trust's Registration Statement on Form N-1A.

(c) VOTING OF PROXIES. The Adviser hereby delegates to the Subadviser the Adviser's discretionary authority to exercise voting rights with respect to the securities and other investments in the Subadviser Assets and authorizes the Subadviser to delegate further such discretionary authority to a designee identified in a notice given to the Trust and the Adviser. The Subadviser, including without limitation its designee, shall have the power to vote, either in person or by proxy, all securities in which the Subadviser Assets may be invested from time to time, and shall not be required to seek or take instructions from, the Adviser, the Fund or the Trust or take any action with respect thereto. If both the Subadviser and another entity managing assets of the Fund have invested the Fund's assets in the same security, the Subadviser and such other entity will each have the power to vote its pro rata share of the Fund's security.

The Subadviser will establish a written procedure for proxy voting in compliance with current applicable rules and regulations, including but not limited to Rule 30b1-4 under the 1940 Act. The Subadviser will provide the Adviser or its designee, a copy of such procedure and establish a process for the timely distribution of the Subadviser's voting record with respect to the Fund's securities and other information necessary for the Fund to complete information required by Form N-1A under the 1940 Act and the Securities Act of 1933, as amended (the "Securities Act"), Form N-PX under the 1940 Act, and Form N-CSR under the Sarbanes-Oxley Act of 2002, as amended, respectively.

(d) AGENT. Subject to any other written instructions of the Adviser or the Trust, the Subadviser is hereby appointed the Adviser's and the Trust's agent and attorney-in-fact for the limited purposes of executing account documentation, agreements, contracts and other documents as the Subadviser shall be requested by brokers, dealers, counterparties and other persons in connection with its management of the Subadviser Assets. The Subadviser agrees to provide the Adviser and the Trust with copies of any such agreements executed on behalf of the Adviser or the Trust.

(e) BROKERAGE. The Subadviser is authorized, subject to the supervision of the Adviser and the plenary authority of the Trust's Board of Trustees, to establish and maintain accounts on behalf of the Fund with, and place orders for the investment and reinvestment, including without limitation purchase and sale of the Subadviser Assets with or through, such persons, brokers (including, to the extent permitted by applicable law, any broker affiliated with the Subadviser) or dealers (collectively "Brokers") as Subadviser may elect and negotiate commissions to be paid on such transactions. The Subadviser, however, is not required to obtain the consent of the Adviser or the Trust's Board of Trustees prior to establishing any such brokerage account. The Subadviser shall place all orders for the purchase and sale of portfolio investments for a Fund's account with Brokers selected by the Subadviser. In the selection of such Brokers and the placing of such orders, the Subadviser shall seek to obtain for the Fund the most favorable price and execution available, except to the extent it may be permitted to pay higher brokerage commissions for brokerage and research services, as provided below. In using its reasonable efforts to obtain for a Fund the most favorable price and execution available, the Subadviser, bearing in mind the best interests of each Fund at all times, shall consider all factors it deems relevant, including price, the size of the transaction, the breadth and nature of the market for the security, the difficulty of the execution, the amount of the commission, if any, the timing of the transaction, market prices and trends, the reputation, experience and financial stability of the Broker involved, and the quality of service rendered by the Broker in other transactions. Notwithstanding the foregoing, neither the Trust, the Fund nor the Adviser shall instruct the Subadviser to place orders with any particular Broker(s) with respect to the Subadviser Assets. Subject to such policies as the Trustees may determine, or as may be mutually agreed to by the Adviser and the Subadviser, the Subadviser is authorized but not obligated to cause, and shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused, the Fund to pay a Broker that provides brokerage and research services (within the meaning of Section 28(e) of the Securities Exchange Act of 1934) to the Subadviser an amount of commission for effecting a Subadviser Assets investment transaction that is in excess of the amount of commission that another Broker would have charged for effecting that transaction if, but only if, the Subadviser determines in good faith that such commission was reasonable in relation to the value of the brokerage and research services provided by such Broker viewed in terms of either that particular transaction or the overall responsibility of the Subadviser with respect to the accounts as to which it exercises investment discretion.

It is recognized that the services provided by such Brokers may be useful to the Subadviser in connection with the Subadviser's services to other clients. On occasions when the Subadviser deems the purchase or sale of a security to be in the best interests of the Fund with respect to the Subadviser Assets as well as other clients of the Subadviser, the Subadviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be sold or purchased in order to obtain the most favorable price or lower brokerage commissions and efficient execution. In such event, allocation of securities so sold or purchased, as well as the expenses incurred in the transaction, will be made by the Subadviser in the manner the Subadviser considers to be the most equitable and consistent with its fiduciary obligations to each Fund and to such other clients. It is recognized that in some cases, this procedure may adversely affect the price paid or received by the Fund or the size of the position obtainable for, or disposed of by, the Fund with respect to the Subadviser Assets.

(f) SECURITIES TRANSACTIONS. The Subadviser and any affiliated person of the Subadviser will not purchase securities or other instruments from or sell securities or other instruments to the Fund; provided, however, the Subadviser or any affiliated person of the Subadviser may purchase securities or other instruments from or sell securities or other instruments to the Fund if such transaction is permissible under applicable laws and regulations, including, without limitation, the 1940 Act and the Advisers Act and the rules and regulations promulgated thereunder.

The Subadviser, on its own behalf and with respect to its Access Persons (as defined in subsection (e) of Rule 17j-1 under the 1940 Act), agrees to observe and comply with Rule 17j-1 and its Code of Ethics (which shall comply in all material respects with Rule 17j-1), as the same may be amended from time to time. On at least an annual basis, the Subadviser will comply with the reporting requirements of Rule 17j-1, which may include either (i) certifying to the Adviser that the Subadviser and its Access Persons have complied with the Subadviser's Code of Ethics with respect to the Subadviser Assets or (ii) identifying any violations which have occurred with respect to the Subadviser Assets. The Subadviser will have also submitted its Code of Ethics for its initial approval by the Board of Trustees no later than the date of execution of this agreement and subsequently within six months of any material change thereto.

(g) BOOKS AND RECORDS. The Subadviser shall maintain separate detailed records as are required by applicable laws and regulations of all matters hereunder pertaining to the Subadviser Assets (the "Fund's Records"), including, without limitation, brokerage and other records of all securities transactions. The Subadviser acknowledges that the Fund's Records are property of the Trust; except to the extent that the Subadviser is required to maintain the Fund's Records under the Advisers Act or other applicable law and except that the Subadviser, at its own expense, is entitled to make and keep a copy of the Fund's Records for its internal files. The Fund's Records shall be available to the Adviser or the Trust at any time upon reasonable request during normal business hours and shall be available for telecopying promptly to the Adviser during any day that the Fund is open for business as set forth in the Prospectus.

(h) INFORMATION CONCERNING SUBADVISER ASSETS AND SUBADVISER. From time to time as the Adviser or the Trust reasonably may request in good faith, the Subadviser will furnish the requesting party reports on portfolio transactions and reports on the Subadviser Assets, all in such reasonable detail as the parties may reasonably agree in good faith. The Subadviser will also inform the Adviser in a timely manner of material changes in portfolio managers responsible for Subadviser Assets, any changes in the ownership or management of the Subadviser, or of material changes in the control of the Subadviser. Upon the Trust's or the Adviser's reasonable request, the Subadviser will make available its officers and employees to meet with the Trust's Board of Trustees to review the Subadviser Assets via telephone on a quarterly basis and on a less frequent basis as agreed upon by the parties in person.

Subject to the other provisions of this Agreement, the Subadviser will also provide such information or perform such additional acts with respect to the Subadviser Assets as are reasonably required for the Trust or the Adviser to comply with their respective obligations under applicable laws, including without limitation, the Code, the 1940 Act, the Advisers Act, and the Securities Act, and any rule or regulation thereunder.

(i) CUSTODY ARRANGEMENTS. The Trust or the Adviser shall notify the Subadviser of the identities of its custodian banks and the custody arrangements therewith with respect to the Subadviser Assets and shall give the Subadviser written notice of any changes in such custodian banks or custody arrangements. The Subadviser shall on each business day provide the Adviser and the Trust's custodian such information as the Adviser and the Trust's custodian may reasonably request in good faith relating to all transactions concerning the Subadviser Assets. The Trust shall instruct its custodian banks to (A) carry out all investment instructions as may be directed by the Subadviser with respect to the Subadviser Assets (which instructions may be orally given if confirmed in writing); and (B) provide the Subadviser with all operational information necessary for the Subadviser to trade the Subadviser Assets on behalf of the Fund. The Subadviser shall have no liability for the acts or omissions of the authorized custodian(s), unless such act or omission is required by and taken in reliance upon instructions given to the authorized custodian(s) by a representative of the Subadviser properly authorized (pursuant to written instruction by the Adviser) to give such instructions.

3. INDEPENDENT CONTRACTOR. In the performance of its services hereunder, the Subadviser is and shall be an independent contractor and unless otherwise expressly provided herein or otherwise authorized in writing, shall have no authority to act for or represent the Fund, the Trust or the Adviser in any way or otherwise be deemed an agent of the Fund, the Trust or the Adviser.

4. EXPENSES. During the term of this Agreement, Subadviser will pay all expenses incurred by it in connection with its activities under this Agreement. The Subadviser shall, at its sole expense, employ or associate itself with such persons as it believes to be particularly fitted to assist it in the execution of its duties under this Agreement. The Subadviser shall not be responsible for the Trust's, the Fund's or Adviser's expenses, which shall include, but not be limited to, the cost of securities, commodities and other investments (including brokerage commissions and other transaction charges, if any) purchased for a Fund and any losses incurred in connection therewith, expenses of holding or carrying Subadviser Assets, including, without limitation, expenses of dividends on stock borrowed to cover a short sale and interest, fees or other charges incurred in connection with leverage and related borrowings with respect to the Subadviser Assets, organizational and offering expenses (which include, but are not limited to, out-of-pocket expenses, but not overhead or employee costs of the Subadviser); expenses for legal, accounting and auditing services; taxes and governmental fees; dues and expenses incurred in connection with membership in investment company organizations; costs of printing and distributing shareholder reports, proxy materials, prospectuses, stock certificates and distribution of dividends; charges of the Fund's custodians and sub-custodians, administrators and sub-administrators, registrars, transfer agents, dividend disbursing agents and dividend reinvestment plan agents; payment for portfolio pricing services to a pricing agent, if any; registration and filing fees of the SEC; expenses of registering or qualifying securities of the Fund for sale in the various states; freight and other charges in connection with the shipment of the Fund's portfolio securities; fees and expenses of non-interested Trustees; salaries of shareholder relations personnel; costs of shareholders meetings; insurance; interest; brokerage costs; and litigation and other extraordinary or non-recurring expenses. The Trust or the Adviser, as the case may be, shall reimburse the Subadviser for any expenses of the Funds or the Adviser as may be reasonably incurred by such Subadviser on behalf of the Fund or the Adviser. The Subadviser shall keep and supply to the Trust and the Adviser reasonable records of all such expenses.

5. COMPENSATION. For the services provided pursuant to this Agreement, the Subadviser is entitled to the fee listed for the Fund on Exhibit A hereto. Such fees will be computed daily and paid no later than the seventh (7th) business day following the end of each month, from the Adviser or the Trust, calculated at an annual rate based on the Subadviser Assets' average daily net assets.

The method of determining the net asset value of the Subadviser Assets for purposes hereof shall be the same as the method of determining net asset value for purposes of establishing the offering and redemption price of the shares of the Trust as described in the Fund's Prospectus. If this Agreement shall be effective for only a portion of a month with respect to the Fund, the aforesaid fee shall be prorated for the portion of such month during which this Agreement is in effect for the Fund.

6. REPRESENTATIONS AND WARRANTIES OF SUBADVISER. The Subadviser represents and warrants to the Adviser and the Trust as follows:

(a) The Subadviser is registered as an investment adviser under the Advisers Act;

(b) The Subadviser is registered as a Commodity Trading Advisor under the Commodity Exchange Act, as amended (the "CEA"), with the Commodity Futures Trading Commission (the "CFTC"), or is not required to file such registration;

(c) The Subadviser is a corporation duly organized and properly registered and operating under the laws of the State of New York with the power to own and possess its assets and carry on its business as it is now being conducted and as proposed to be conducted hereunder;

(d) The execution, delivery and performance by the Subadviser of this Agreement are within the Subadviser's powers and have been duly authorized by all necessary actions of its directors or shareholders, and no action by, or in respect of, or filing with, any governmental body, agency or official is required on the part of the Subadviser for execution, delivery and performance by the Subadviser of this Agreement, and the execution, delivery and performance by the Subadviser of this Agreement do not contravene or constitute a violation of, or a material default under, (i) any provision of applicable law, rule or regulation, (ii) the Subadviser's governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Subadviser; and

(e) The Form ADV of the Subadviser provided to the Adviser and the Trust is a true and complete copy of the form, including that part or parts of the Form ADV filed with the SEC, that part or parts maintained in the records of the Adviser, and/or that part or parts provided or offered to clients, in each case as required under the Advisers Act and rules thereunder, and the information contained therein is accurate and complete in all material respects and does not omit to state any material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading.

7. REPRESENTATIONS AND WARRANTIES OF ADVISER. The Adviser represents and warrants to the Subadviser as follows:

(a) The Adviser is registered as an investment adviser under the Advisers Act;

(b) The Adviser has filed a notice of exemption pursuant to Rule 4.14 under the CEA with the CFTC and the National Futures Association or is not required to file such exemption;

(c) The Adviser is a statutory trust duly organized and validly existing under the laws of the State of Delaware with the power to own and possess its assets and carry on its business as it is now being conducted and as proposed to be conducted hereunder;

(d) The execution, delivery and performance by the Adviser of this Agreement are within the Adviser's powers and have been duly authorized by all necessary action on the part of its directors, shareholders or managing unitholder, and no action by, or in respect of, or filing with, any governmental body, agency or official is required on the part of the Adviser for the execution, delivery and performance by the Adviser of this Agreement, and the execution, delivery and performance by the Adviser of this Agreement do not contravene or constitute a violation of, or a material default under, (i) any provision of applicable law, rule or regulation, (ii) the Adviser's governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Adviser;

(e) The Form ADV of the Adviser provided to the Subadviser and the Trust is a true and complete copy of the form, including that part or parts of the Form ADV filed with the SEC, that part or parts maintained in the records of the Adviser, and/or that part or parts provided or offered to clients, in each case as required under the Advisers Act and rules thereunder, and the information contained therein is accurate and complete in all material respects and does not omit to state any material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading;

(f) The Adviser acknowledges that it received a copy of the Subadviser's Form ADV prior to the execution of this Agreement; and

(g) The Adviser and the Trust have duly entered into the Advisory Agreement pursuant to which the Trust authorized the Adviser to delegate certain of its duties under the Advisory Agreement to other investment advisers, including without limitation, the appointment of a subadviser with respect to assets of each of the Trust's mutual fund series, including without limitation the Adviser's entering into and performing this Agreement.

8. REPRESENTATIONS AND WARRANTIES OF THE TRUST. The Trust represents and warrants to the Adviser and the Subadviser as follows:

(a) The Trust is a statutory trust duly formed and validly existing under the laws of the State of Delaware with the power to own and possess its assets and carry on its business as it is now being conducted and as proposed to be conducted hereunder;

(b) The Trust is registered as an investment company under the 1940 Act and has elected to qualify and has qualified, together with the Fund, as a regulated investment company under the Code, and the Fund's shares are registered under the Securities Act;

(c) The execution, delivery and performance by the Trust of this Agreement are within the Trust's powers and have been duly authorized by all necessary action on the part of the Trust and its Board of Trustees, and no action by, or in respect of, or filing with, any governmental body, agency or official is required on the part of the Trust for the execution, delivery and performance by the Adviser of this Agreement, and the execution, delivery and performance by the Trust of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Trust's governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Trust; and

(d) The Trust acknowledges that it received a copy of the Subadviser's Form ADV prior to the execution of this Agreement.

9. SURVIVAL OF REPRESENTATIONS AND WARRANTIES; DUTY TO UPDATE INFORMATION. All representations and warranties made by the Subadviser, the Adviser and the Trust pursuant to the recitals above and Sections 6, 7 and 8, respectively, shall survive for the duration of this Agreement and the parties hereto shall promptly notify each other in writing upon becoming aware that any of the foregoing representations and warranties are no longer true or accurate in all material effects.

10. LIABILITY AND INDEMNIFICATION.

(a) LIABILITY. The Subadviser shall exercise its best judgment in rendering its services in accordance with the terms of this Agreement, but otherwise, in the absence of willful misfeasance, bad faith or gross negligence on the part of the Subadviser or a reckless disregard of its duties hereunder, the Subadviser, each of its affiliates and all respective partners, officers, directors and employees ("Affiliates") and each person, if any, who within the meaning of the Securities Act controls the Subadviser ("Controlling Persons"), if any, shall not be subject to any expenses or liability to the Adviser, any other subadviser to a Fund, the Trust or a Fund or any of a Fund's shareholders, in connection with the matters to which this Agreement relates, including without limitation for any losses that may be sustained in the purchase, holding or sale of Subadviser Assets. The Adviser shall exercise its best judgment in rendering its obligations in accordance with the terms of this Agreement, but otherwise (except as set forth in Section 10(c) below), in the absence of willful misfeasance, bad faith or gross negligence on the part of the Adviser or a reckless disregard of its duties hereunder, the Adviser, any of its Affiliates and each of the Adviser's Controlling Persons, if any, shall not be subject to any liability to the Subadviser, for any act or omission in the case of, or connected with, rendering services hereunder or for any losses that may be sustained in the purchase, holding or sale of Subadviser Assets. Notwithstanding the foregoing, nothing herein shall relieve the Adviser and the Subadviser from any of their obligations under applicable law, including, without limitation, the federal and state securities laws and the CEA.

(b) INDEMNIFICATION. The Subadviser shall indemnify the Adviser, the Trust and the Fund, and their respective Affiliates and Controlling Persons for any liability and expenses, including without limitation reasonable attorneys' fees and expenses, which the Adviser, the Trust and/or the Fund and their respective Affiliates and Controlling Persons may sustain as a result of the Subadviser's willful misfeasance, bad faith, gross negligence, reckless disregard of its duties hereunder or violation of applicable law, including, without limitation, the

federal and state securities laws or the CEA. The Adviser shall indemnify the Subadviser, its Affiliates and its Controlling Persons, for any liability and expenses, including without limitation reasonable attorneys' fees and expenses, which may be sustained as a result of the Adviser's willful misfeasance, bad faith, gross negligence, reckless disregard of its duties hereunder or violation of applicable law, including, without limitation, the federal and state securities laws or the CEA.

The Trust shall indemnify the Subadviser, its Affiliates and its Controlling Persons, for any liability and expenses, including without limitation reasonable attorneys' fees and expenses, which may be sustained as a result of the Trust's willful misfeasance, bad faith, gross negligence, reckless disregard of its duties hereunder or violation of applicable law, including, without limitation, the federal and state securities laws or the CEA.

(c) The Subadviser shall not be liable to the Adviser for (i) any acts of the Adviser or any other subadviser to a Fund with respect to the portion of the assets of that Fund not managed by Subadviser, or (ii) acts of the Subadviser which result from acts of the Adviser, including, but not limited to, a failure of the Adviser to provide accurate and current information with respect to any records maintained by the Adviser or any other subadviser to a Fund, which records are not also maintained by or otherwise available to the Subadviser upon reasonable request. The Adviser agrees that Subadviser shall manage the Subadviser Assets as if they were a separate operating Fund as set forth in Section 2(b) of this Agreement. The Adviser shall indemnify the Subadviser, its Affiliates and Controlling Persons from any liability arising from the conduct of the Adviser and any other subadviser with respect to the portion of the Fund's assets not allocated to the Subadviser.

11. DURATION AND TERMINATION.

(a) DURATION. Unless sooner terminated, this Agreement shall continue until May 1, 2008, with respect to any Fund covered by this Agreement initially and, for any Fund subsequently added to this Agreement, an initial period of no more than two years that terminates on the second May 1st that occurs following the effective date of this Agreement with respect to such Fund, and thereafter shall continue automatically for successive annual periods with respect to each of the Funds, provided such continuance is specifically approved at least annually by the Trust's Board of Trustees or vote of the lesser of (a) 67% of the shares of the Fund represented at a meeting if holders of more than 50% of the outstanding shares of the Fund are present in person or by proxy or
(b) more than 50% of the outstanding shares of the Fund; provided that in either event its continuance also is approved by a majority of the Trust's Trustees who are not "interested persons" (as defined in the 1940 Act) of any party to this Agreement, by vote cast in person at a meeting called for the purpose of voting on such approval.

(b) TERMINATION. Notwithstanding whatever may be provided herein to the contrary, this Agreement may be terminated at any time with respect to the Fund, without payment of any penalty:

(i) By vote of a majority of the Trust's Board of Trustees, or by "vote of a majority of the outstanding voting securities" of the Fund (as defined in the 1940 Act), or by the Adviser, in each case, upon not more than 60 days' written notice to the Subadviser;

(ii) By any party hereto immediately upon written notice to the other parties in the event of a breach of any provision of this Agreement by either of the other parties; or

(iii) By the Subadviser upon not more than 60 days' written notice to the Adviser and the Trust.

This Agreement shall not be assigned (as such term is defined in the 1940 Act) and shall terminate automatically in the event of its assignment or upon the termination of the Advisory Agreement.

12. DUTIES OF THE ADVISER. The Adviser shall continue to have responsibility for all services to be provided to the Fund pursuant to the Advisory Agreement and shall oversee and review the Subadviser's performance of its duties under this Agreement. Nothing contained in this Agreement shall obligate the Adviser to provide any funding or other support for the purpose of directly or indirectly promoting investments in the Fund.

13. REFERENCE TO ADVISER AND SUBADVISER.

(a) Neither the Adviser nor any Affiliate or agent of the Subadviser shall make reference to or use the name of Subadviser or any of its Affiliates, or any of their clients, except references concerning the identity of and services provided by the Subadviser to a Fund, which references shall not differ in substance from those included in the Prospectus and this Agreement, in any advertising or promotional materials without the prior approval of Subadviser, which approval shall not be unreasonably withheld or delayed. The Adviser hereby agrees to make all reasonable efforts to cause the Fund and any Affiliate thereof to satisfy the foregoing obligation.

(b) Neither the Subadviser nor any Affiliate or agent of Subadviser shall make reference to or use the name of the Adviser or any of its Affiliates, or any of their clients, except references concerning the identity of and services provided by the Adviser to a Fund or to the Subadviser, which references shall not differ in substance from those included in the Prospectus and this Agreement, in any advertising or promotional materials without the prior approval of Adviser, which approval shall not be unreasonably withheld or delayed. The Subadviser hereby agrees to make all reasonable efforts to cause any Affiliate of the Subadviser to satisfy the foregoing obligation.

14. AMENDMENT. This Agreement may be amended by mutual consent of the parties, provided that the terms of any material amendment shall be approved by:
(a) the Trust's Board of Trustees or by a vote of a majority of the outstanding voting securities of the Funds (as required by the 1940 Act), and (b) the vote of a majority of those Trustees of the Trust who are not "interested persons" of any party to this Agreement cast in person at a meeting called for the purpose of voting on such approval, if such approval is required by applicable law.

15. CONFIDENTIALITY. Subject to the duties of the Adviser, the Trust and the Subadviser to comply with applicable law, including any demand of any regulatory or taxing authority having jurisdiction, the parties hereto shall treat as confidential and shall not disclose any and all information pertaining to the Fund and the actions of the Subadviser, the Adviser and the Fund in respect thereof; except to the extent:

(a) AUTHORIZED. The Adviser or the Trust has authorized such disclosure;

(b) COURT OR REGULATORY AUTHORITY. Disclosure of such information is expressly required or requested by a court or other tribunal of competent jurisdiction or applicable federal or state regulatory authorities;

(c) PUBLICLY KNOWN WITHOUT BREACH. Such information becomes known to the general public without a breach of this Agreement or a similar confidential disclosure agreement regarding such information;

(d) ALREADY KNOWN. Such information already was known by the party prior to the date hereof;

(e) RECEIVED FROM THIRD PARTY. Such information was or is hereafter rightfully received by the party from a third party (expressly excluding the Fund's custodian, prime broker and administrator) without restriction on its disclosure and without breach of this Agreement or of a similar confidential disclosure agreement regarding them; or

(f) INDEPENDENTLY DEVELOPED. The party independently developed such information.

16. NOTICE. Any notice that is required to be given by the parties to each other under the terms of this Agreement shall be in writing, delivered, or mailed postpaid to the other parties, or transmitted by facsimile with acknowledgment of receipt, to the parties at the following addresses or facsimile numbers, which may from time to time be changed by the parties by notice to the other party:

(a) If to the Subadviser:

BlackRock Investment Management, LLC Office of General Counsel 800 Scudders Mill Road Plainsboro, NJ 08536

(b) If to the Adviser:

Nationwide Fund Advisors 1200 River Road, Suite 1000 Conshohocken, PA, 19428 Attention: Legal Department Facsimile: (484) 530-1323

(c) If to the Trust:

Nationwide Mutual Funds 1200 River Road, Suite 1000 Conshohocken, PA 19428 Attention: Legal Department Facsimile: (484) 530-1323

17. JURISDICTION. This Agreement shall be governed by and construed in accordance with substantive laws of the State of Delaware without reference to choice of law principles thereof and in accordance with the 1940 Act. In the case of any conflict, the 1940 Act shall control.

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

19. CERTAIN DEFINITIONS. For the purposes of this Agreement and except as otherwise provided herein, "interested person," "affiliated person," and "assignment" shall have their respective meanings as set forth in the 1940 Act, subject, however, to such exemptions as may be granted by the SEC.

20. CAPTIONS. The captions herein are included for convenience of reference only and shall be ignored in the construction or interpretation hereof.

21. SEVERABILITY. If any provision of this Agreement shall be held or made invalid by a court decision or applicable law, the remainder of the Agreement shall not be affected adversely and shall remain in full force and effect.

22. ENTIRE AGREEMENT. This Agreement, together with all exhibits, attachments and appendices, contains the entire understanding and agreement of the parties with respect to the subject matter hereof.

23. NATIONWIDE MUTUAL FUNDS AND ITS TRUSTEES. The terms "Nationwide Mutual Funds" and the "Trustees of Nationwide Mutual Funds" refer respectively to the Trust created and the Trustees, as trustees but not individually or personally, acting from time to time under the Amended and Restated Declaration of Trust dated as of September 30, 2004, as has been or may be amended and/or restated from time to time, and to which reference is hereby made.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day and year first written above.

TRUST

NATIONWIDE MUTUAL FUNDS

By: /s/Gerald J. Holland
    -----------------------
Name:  Gerald Holland
Title: Chief Operating Officer

ADVISER

NATIONWIDE FUND ADVISORS

By: /s/Gerald J. Holland
    -----------------------
Name:  Gerald Holland
Title: Chief Operating Officer

SUBADVISER

BLACKROCK Investment Management, LLC

By: /s/Denis R. Molleur
    -----------------------
Name: Denis R. Molleur
Title:   Managing Director

FUNDS OF THE TRUST                                           ADVISORY FEES
------------------                                           -------------

Nationwide S&P 500 Index Fund                                on  assets up to $1.5  billion,  0.02% of the  Fund's  average
                                                             daily net assets;
                                                             on assets from $1.5  billion up to $3  billion,  0.015% of the
                                                             Fund's average daily net assets; and
                                                             on  assets  of $3  billion  or  more,  0.0125%  of the  Fund's
                                                             average daily net assets

Nationwide Small Cap Index Fund                              on  assets up to $1.5  billion,  0.07% of the  Fund's  average
                                                             daily net assets;
                                                             on assets  from $1.5  billion up to $3  billion,  0.06% of the
                                                             Fund's average daily net assets; and
                                                             on assets of $3 billion and more,  0.05% of the Fund's average
                                                             daily net assets

Nationwide Mid Cap Market Index Fund                         on assets up to $1.5  billion,  0.075% of the  Fund's  average
                                                             daily net assets;
                                                             on assets  from $1.5  billion up to $3  billion,  0.06% of the
                                                             Fund's average daily net assets, and
                                                             on assets of $3 billion or more,  0.05% of the Fund's  average
                                                             daily net assets

Nationwide International Index Fund                          on  assets up to $1.5  billion,  0.11% of the  Fund's  average
                                                             daily net assets;
                                                             on assets from $1.5  billion up to $3  billion,  0.085% of the
                                                             Fund's average daily net assets; and
                                                             on assets of $3 billion or more,  0.075% of the Funds  average
                                                             daily net assets

Nationwide Bond Index Fund                                   on  assets up to $1.5  billion,  0.08% of the  Fund's  average
                                                             daily net assets;
                                                             on assets  from $1.5  billion up to $3  billion,  0.06% of the
                                                             Fund's average daily net assets; and
                                                             on assets of $3 billion or more,  0.05% of the Fund's  average
                                                             daily net assets

TRUST

NATIONWIDE MUTUAL FUNDS

By: /s/Gerald J. Holland
    -----------------------
Name:  Gerald Holland
Title: Chief Operating Officer

ADVISER

NATIONWIDE FUND ADVISORS

By: /s/Gerald J. Holland
    -----------------------
Name:  Gerald Holland
Title: Chief Operating Officer

SUBADVISER

BLACKROCK Investment Management, LLC

By: /s/Denis R. Molleur
    -----------------------
Name: Denis R. Molleur
Title:   Managing Director

EXHIBIT B

SUBADVISORY AGREEMENT AMONG
NATIONWIDE MUTUAL FUNDS,
NATIONWIDE MUTUAL ADVISORS and
BLACKROCK INVESTMENT MANAGEMENT, LLC
Effective May 1, 2007

In connection with securities transactions for a Fund, the Subadviser that is (or whose affiliated person is) entering into the transaction, and any other investment manager that is advising an affiliate of the Fund (or portion of the Fund) (collectively, the "Managers" for the purposes of this Exhibit) entering into the transaction are prohibited from consulting with each other concerning transactions for the Fund in securities or other assets and, if both Managers are responsible for providing investment advice to the Fund, the Manager's responsibility in providing advice is expressly limited to a discrete portion of the Fund's portfolio that it manages.

This prohibition does not apply to communications by the Adviser in connection with the Adviser's (i) overall supervisory responsibility for the general management and investment of the Fund's assets; (ii) determination of the allocation of assets among the Manager(s), if any; and (iii) investment discretion with respect to the investment of Fund assets not otherwise assigned to a Manager.

TRUST

NATIONWIDE MUTUAL FUNDS

By: /s/Gerald J. Holland
    -----------------------
Name:  Gerald Holland
Title: Chief Operating Officer

ADVISER

NATIONWIDE FUND ADVISORS

By: /s/Gerald J. Holland
    -----------------------
Name:  Gerald Holland
Title: Chief Operating Officer

SUBADVISER

BLACKROCK Investment Management, LLC

By: /s/Denis R. Molleur
    -----------------------
Name: Denis R. Molleur
Title:   Managing Director

EX-99(d)(4)(d)

THIS AGREEMENT is made and entered into as of the 1st day of May, 2007, by and among NATIONWIDE MUTUAL FUNDS (formerly, Gartmore Mutual Funds) (the "Trust"), a Delaware statutory trust, NATIONWIDE FUND ADVISORS (formerly, Gartmore Mutual Fund Capital Trust) (the "Adviser") a Delaware statutory trust registered under the Investment Advisers Act of 1940, as amended (the "Advisers Act"), and GARTMORE GLOBAL PARTNERS, a general partnership organized under the laws of Delaware (the "Subadviser"), and also registered under the Advisers Act.

W I T N E S S E T H:

WHEREAS, the Trust is registered with the U.S. Securities and Exchange Commission (the "SEC") as an open-end management investment company under the Investment Company Act of 1940, as amended (the "1940 Act");

WHEREAS, the Adviser has, pursuant to an Investment Advisory Agreement with the Trust dated as of the 1st day of May, 2007 (the "Advisory Agreement"), been retained to act as investment adviser for certain of the series of the Trust that are listed on Exhibit A to this Agreement (each, a "Fund");

WHEREAS, the Adviser represents that it is willing and possesses legal authority to render such services subject to the terms and conditions set forth in this Agreement;

WHEREAS, the Trust and the Adviser each represent that the Advisory Agreement permits the Adviser to delegate certain of its duties under the Advisory Agreement to other investment advisers, subject to the requirements of the 1940 Act; and

WHEREAS, the Adviser desires to retain Subadviser to assist it in the provision of a continuous investment program for that portion of the Fund's assets that the Adviser will assign to the Subadviser, and Subadviser is willing to render such services subject to the terms and conditions set forth in this Agreement,

NOW, THEREFORE, the parties do mutually agree and promise as follows with respect to each Fund:

1. APPOINTMENT AS SUBADVISER. The Adviser hereby appoints the Subadviser to act as investment adviser for and to manage that portion or all of the assets of the Fund that the Adviser from time to time upon reasonable prior notice allocates to, and puts under the control of, the Subadviser (the "Subadviser Assets") subject to the supervision of the Adviser and the Board of Trustees of the Trust and subject to the terms of this Agreement; and the Subadviser hereby accepts such appointment. In such capacity, the Subadviser shall be responsible for the investment management of the Subadviser Assets. It is recognized that the Subadviser and certain of its affiliates now act, and that from time to time hereafter may act, as investment adviser to one or more other investment companies and to fiduciary or other managed accounts and that the Adviser and the Trust cannot object to such activities.

2. DUTIES OF SUBADVISER.

(a) INVESTMENTS. The Subadviser is hereby authorized and directed and hereby agrees, subject to the stated investment policies and restrictions of the Fund as set forth in the Fund's prospectus and statement of additional information as currently in effect and, as soon as practical after the Trust, the Fund or the Adviser notifies the Subadviser thereof, as supplemented or amended from time to time (collectively referred to hereinafter as the "Prospectus") and subject to the directions of the Adviser and the Trust's Board of Trustees, to monitor on a continuous basis the performance of the Subadviser Assets and to conduct a continuous program of investment, evaluation and, if appropriate, sale and reinvestment of the Subadviser Assets. The Adviser agrees to provide the Subadviser with such assistance as may be reasonably requested by the Subadviser in connection with the Subadviser's activities under this Agreement, including, without limitation, providing information concerning the Fund, its funds available, or to become available, for investment and generally as to the conditions of the Fund's or the Trust's affairs.

(b) COMPLIANCE WITH APPLICABLE LAWS AND GOVERNING DOCUMENTS. In the performance of its services under this Agreement, the Subadviser shall act in conformity with the Prospectus and the Trust's Agreement and Declaration of Trust and By-Laws as currently in effect and, as soon as practical after the Trust, the Fund or the Adviser notifies the Subadviser thereof, as supplemented, amended and/or restated from time to time (referred to hereinafter as the "Declaration of Trust" and "By-Laws," respectively) and with the instructions and directions received in writing from the Adviser or the Trustees of the Trust and will conform to, and comply with, the requirements of the 1940 Act, the Internal Revenue Code of 1986, as amended (the "Code"), and all other applicable federal and state laws and regulations. Without limiting the preceding sentence, the Adviser promptly shall notify the Subadviser as to any act or omission of the Subadviser hereunder that the Adviser reasonably deems to constitute or to be the basis of any noncompliance or nonconformance with any of the Trust's Declaration of Trust and By-Laws and the Prospectus, the instructions and directions received in writing from the Adviser or the Trustees of the Trust or the 1940 Act, the Code, and all other applicable federal and state laws and regulations. Notwithstanding the foregoing, the Adviser shall remain responsible for ensuring the Fund's and the Trust's overall compliance with the 1940 Act, the Code and all other applicable federal and state laws and regulations and the Subadviser is only obligated to comply with this subsection (b) with respect to the Subadviser Assets. The Adviser timely will provide the Subadviser with a copy of the minutes of the meetings of the Board of Trustees of the Trust to the extent they may affect a Fund or the services of the Subadviser, copies of any financial statements or reports made by a Fund to its shareholders, and any further materials or information which the Subadviser may reasonably request to enable it to perform its functions under this Agreement.

The Adviser shall perform quarterly and annual tax compliance tests to ensure that the Fund is in compliance with Subchapter M and Section 817(h) of the Code. In connection with such compliance tests, the Adviser shall inform the Subadviser at least ten (10) business days prior to a calendar quarter end if the Subadviser Assets are out of

compliance with the diversification requirements under either Subchapter M or
Section 817(h). If the Adviser notifies the Subadviser that the Subadviser Assets are not in compliance with such requirements noted above, the Subadviser will take prompt action to bring the Subadviser Assets back into compliance within the time permitted under the Code thereunder.

The Adviser will provide the Subadviser with reasonable advance notice of any change in a Fund's investment objectives, policies and restrictions as stated in the Prospectus, and the Subadviser shall, in the performance of its duties and obligations under this Agreement, manage the Subadviser Assets consistent with such changes, provided that the Subadviser has received prompt notice of the effectiveness of such changes from the Trust or the Adviser. In addition to such notice, the Adviser shall provide to the Subadviser a copy of a modified Prospectus reflecting such changes. The Adviser acknowledges and will ensure that the Prospectus will at all times be in compliance with all disclosure requirements under all applicable federal and state laws and regulations relating to the Trust or the Fund, including, without limitation, the 1940 Act, and the rules and regulations thereunder, and that the Subadviser shall have no liability in connection therewith, except as to the accuracy of material information furnished in writing by the Subadviser to the Trust or to the Adviser specifically for inclusion in the Prospectus. The Subadviser hereby agrees to provide to the Adviser in a timely manner such information relating to the Subadviser and its relationship to, and actions for, the Trust as may be required to be contained in the Prospectus or in the Trust's Registration Statement on Form N-1A.

(c) VOTING OF PROXIES. The Adviser hereby delegates to the Subadviser the Adviser's discretionary authority to exercise voting rights with respect to the securities and other investments in the Subadviser Assets and authorizes the Subadviser to delegate further such discretionary authority to a designee identified in a notice given to the Trust and the Adviser. The Subadviser, including without limitation its designee, shall have the power to vote, either in person or by proxy, all securities in which the Subadviser Assets may be invested from time to time, and shall not be required to seek or take instructions from, the Adviser, the Fund or the Trust or take any action with respect thereto. If both the Subadviser and another entity managing assets of the Fund have invested the Fund's assets in the same security, the Subadviser and such other entity will each have the power to vote its pro rata share of the Fund's security.

The Subadviser will establish a written procedure for proxy voting in compliance with current applicable rules and regulations, including but not limited to Rule 30b1-4 under the 1940 Act. The Subadviser will provide the Adviser or its designee, a copy of such procedure and establish a process for the timely distribution of the Subadviser's voting record with respect to the Fund's securities and other information necessary for the Fund to complete information required by Form N-1A under the 1940 Act and the Securities Act of 1933, as amended (the "Securities Act"), Form N-PX under the 1940 Act, and Form N-CSR under the Sarbanes-Oxley Act of 2002, as amended, respectively.

(d) AGENT. Subject to any other written instructions of the Adviser or the Trust, the Subadviser is hereby appointed the Adviser's and the Trust's agent and

attorney-in-fact for the limited purposes of executing account documentation, agreements, contracts and other documents as the Subadviser shall be requested by brokers, dealers, counterparties and other persons in connection with its management of the Subadviser Assets. The Subadviser agrees to provide the Adviser and the Trust with copies of any such agreements executed on behalf of the Adviser or the Trust.

(e) BROKERAGE. The Subadviser is authorized, subject to the supervision of the Adviser and the plenary authority of the Trust's Board of Trustees, to establish and maintain accounts on behalf of the Fund with, and place orders for the investment and reinvestment, including without limitation purchase and sale of the Subadviser Assets with or through, such persons, brokers (including, to the extent permitted by applicable law, any broker affiliated with the Subadviser) or dealers (collectively "Brokers") as Subadviser may elect and negotiate commissions to be paid on such transactions. The Subadviser, however, is not required to obtain the consent of the Adviser or the Trust's Board of Trustees prior to establishing any such brokerage account. The Subadviser shall place all orders for the purchase and sale of portfolio investments for a Fund's account with Brokers selected by the Subadviser. In the selection of such Brokers and the placing of such orders, the Subadviser shall seek to obtain for the Fund the most favorable price and execution available, except to the extent it may be permitted to pay higher brokerage commissions for brokerage and research services, as provided below. In using its reasonable efforts to obtain for a Fund the most favorable price and execution available, the Subadviser, bearing in mind the best interests of each Fund at all times, shall consider all factors it deems relevant, including price, the size of the transaction, the breadth and nature of the market for the security, the difficulty of the execution, the amount of the commission, if any, the timing of the transaction, market prices and trends, the reputation, experience and financial stability of the Broker involved, and the quality of service rendered by the Broker in other transactions. Notwithstanding the foregoing, neither the Trust, the Fund nor the Adviser shall instruct the Subadviser to place orders with any particular Broker(s) with respect to the Subadviser Assets. Subject to such policies as the Trustees may determine, or as may be mutually agreed to by the Adviser and the Subadviser, the Subadviser is authorized but not obligated to cause, and shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused, the Fund to pay a Broker that provides brokerage and research services (within the meaning of Section 28(e) of the Securities Exchange Act of 1934) to the Subadviser an amount of commission for effecting a Subadviser Assets investment transaction that is in excess of the amount of commission that another Broker would have charged for effecting that transaction if, but only if, the Subadviser determines in good faith that such commission was reasonable in relation to the value of the brokerage and research services provided by such Broker viewed in terms of either that particular transaction or the overall responsibility of the Subadviser with respect to the accounts as to which it exercises investment discretion.

It is recognized that the services provided by such Brokers may be useful to the Subadviser in connection with the Subadviser's services to other clients. On occasions when the Subadviser deems the purchase or sale of a security to be in the best interests of the Fund with respect to the Subadviser Assets as well as other clients of the Subadviser, the Subadviser, to the extent permitted by applicable laws and regulations, may, but shall

be under no obligation to, aggregate the securities to be sold or purchased in order to obtain the most favorable price or lower brokerage commissions and efficient execution. In such event, allocation of securities so sold or purchased, as well as the expenses incurred in the transaction, will be made by the Subadviser in the manner the Subadviser considers to be the most equitable and consistent with its fiduciary obligations to each Fund and to such other clients. It is recognized that in some cases, this procedure may adversely affect the price paid or received by the Fund or the size of the position obtainable for, or disposed of by, the Fund with respect to the Subadviser Assets.

(f) SECURITIES TRANSACTIONS. The Subadviser and any affiliated person of the Subadviser will not purchase securities or other instruments from or sell securities or other instruments to the Fund; provided, however, the Subadviser or any affiliated person of the Subadviser may purchase securities or other instruments from or sell securities or other instruments to the Fund if such transaction is permissible under applicable laws and regulations, including, without limitation, the 1940 Act and the Advisers Act and the rules and regulations promulgated thereunder.

The Subadviser, on its own behalf and with respect to its Access Persons (as defined in subsection (e) of Rule 17j-1 under the 1940 Act), agrees to observe and comply with Rule 17j-1 and its Code of Ethics (which shall comply in all material respects with Rule 17j-1), as the same may be amended from time to time. On at least an annual basis, the Subadviser will comply with the reporting requirements of Rule 17j-1, which may include either (i) certifying to the Adviser that the Subadviser and its Access Persons have complied with the Subadviser's Code of Ethics with respect to the Subadviser Assets or (ii) identifying any violations which have occurred with respect to the Subadviser Assets. The Subadviser will have also submitted its Code of Ethics for its initial approval by the Board of Trustees no later than the date of execution of this agreement and subsequently within six months of any material change thereto.

(g) BOOKS AND RECORDS. The Subadviser shall maintain separate detailed records as are required by applicable laws and regulations of all matters hereunder pertaining to the Subadviser Assets (the "Fund's Records"), including, without limitation, brokerage and other records of all securities transactions. The Subadviser acknowledges that the Fund's Records are property of the Trust; except to the extent that the Subadviser is required to maintain the Fund's Records under the Advisers Act or other applicable law and except that the Subadviser, at its own expense, is entitled to make and keep a copy of the Fund's Records for its internal files. The Fund's Records shall be available to the Adviser or the Trust at any time upon reasonable request during normal business hours and shall be available for telecopying promptly to the Adviser during any day that the Fund is open for business as set forth in the Prospectus.

(h) INFORMATION CONCERNING SUBADVISER ASSETS AND SUBADVISER. From time to time as the Adviser or the Trust reasonably may request in good faith, the Subadviser will furnish the requesting party reports on portfolio transactions and reports on the Subadviser Assets, all in such reasonable detail as the parties may reasonably agree in good faith. The Subadviser will also inform the Adviser in a timely manner of material changes in portfolio managers responsible for Subadviser Assets, any changes in the

ownership or management of the Subadviser, or of material changes in the control of the Subadviser. Upon the Trust's or the Adviser's reasonable request, the Subadviser will make available its officers and employees to meet with the Trust's Board of Trustees to review the Subadviser Assets via telephone on a quarterly basis and on a less frequent basis as agreed upon by the parties in person.

Subject to the other provisions of this Agreement, the Subadviser will also provide such information or perform such additional acts with respect to the Subadviser Assets as are reasonably required for the Trust or the Adviser to comply with their respective obligations under applicable laws, including without limitation, the Code, the 1940 Act, the Advisers Act, and the Securities Act, and any rule or regulation thereunder.

(i) CUSTODY ARRANGEMENTS. The Trust or the Adviser shall notify the Subadviser of the identities of its custodian banks and the custody arrangements therewith with respect to the Subadviser Assets and shall give the Subadviser written notice of any changes in such custodian banks or custody arrangements. The Subadviser shall on each business day provide the Adviser and the Trust's custodian such information as the Adviser and the Trust's custodian may reasonably request in good faith relating to all transactions concerning the Subadviser Assets. The Trust shall instruct its custodian banks to (A) carry out all investment instructions as may be directed by the Subadviser with respect to the Subadviser Assets (which instructions may be orally given if confirmed in writing); and (B) provide the Subadviser with all operational information necessary for the Subadviser to trade the Subadviser Assets on behalf of the Fund. The Subadviser shall have no liability for the acts or omissions of the authorized custodian(s), unless such act or omission is required by and taken in reliance upon instructions given to the authorized custodian(s) by a representative of the Subadviser properly authorized (pursuant to written instruction by the Adviser) to give such instructions.

3. INDEPENDENT CONTRACTOR. In the performance of its services hereunder, the Subadviser is and shall be an independent contractor and unless otherwise expressly provided herein or otherwise authorized in writing, shall have no authority to act for or represent the Fund, the Trust or the Adviser in any way or otherwise be deemed an agent of the Fund, the Trust or the Adviser.

4. EXPENSES. During the term of this Agreement, Subadviser will pay all expenses incurred by it in connection with its activities under this Agreement. The Subadviser shall, at its sole expense, employ or associate itself with such persons as it believes to be particularly fitted to assist it in the execution of its duties under this Agreement. The Subadviser shall not be responsible for the Trust's, the Fund's or Adviser's expenses, which shall include, but not be limited to, the cost of securities, commodities and other investments (including brokerage commissions and other transaction charges, if any) purchased for a Fund and any losses incurred in connection therewith, expenses of holding or carrying Subadviser Assets, including, without limitation, expenses of dividends on stock borrowed to cover a short sale and interest, fees or other charges incurred in connection with leverage and related borrowings with respect to the Subadviser Assets, organizational and offering expenses (which include, but are not limited to, out-of-pocket expenses, but not overhead or employee costs of the Subadviser); expenses for legal, accounting and auditing services; taxes and governmental fees; dues and expenses incurred

in connection with membership in investment company organizations; costs of printing and distributing shareholder reports, proxy materials, prospectuses, stock certificates and distribution of dividends; charges of the Fund's custodians and sub-custodians, administrators and sub-administrators, registrars, transfer agents, dividend disbursing agents and dividend reinvestment plan agents; payment for portfolio pricing services to a pricing agent, if any; registration and filing fees of the SEC; expenses of registering or qualifying securities of the Fund for sale in the various states; freight and other charges in connection with the shipment of the Fund's portfolio securities; fees and expenses of non-interested Trustees; salaries of shareholder relations personnel; costs of shareholders meetings; insurance; interest; brokerage costs; and litigation and other extraordinary or non-recurring expenses. The Trust or the Adviser, as the case may be, shall reimburse the Subadviser for any expenses of the Funds or the Adviser as may be reasonably incurred by such Subadviser on behalf of the Fund or the Adviser. The Subadviser shall keep and supply to the Trust and the Adviser reasonable records of all such expenses.

5. COMPENSATION. For the services provided pursuant to this Agreement, the Subadviser is entitled to the fee listed for the Fund on Exhibit A hereto. Such fees will be computed daily and paid no later than the seventh (7th) business day following the end of each month, from the Adviser or the Trust, calculated at an annual rate based on the Subadviser Assets' average daily net assets.

The method of determining the net asset value of the Subadviser Assets for purposes hereof shall be the same as the method of determining net asset value for purposes of establishing the offering and redemption price of the shares of the Trust as described in the Fund's Prospectus. If this Agreement shall be effective for only a portion of a month with respect to the Fund, the aforesaid fee shall be prorated for the portion of such month during which this Agreement is in effect for the Fund.

6. REPRESENTATIONS AND WARRANTIES OF SUBADVISER. The Subadviser represents and warrants to the Adviser and the Trust as follows:

(a) The Subadviser is registered as an investment adviser under the Advisers Act;

(b) The Subadviser is registered as a Commodity Trading Advisor under the Commodity Exchange Act, as amended (the "CEA"), with the Commodity Futures Trading Commission (the "CFTC"), or is not required to file such registration;

(c) The Subadviser is a partnership duly organized and operating under the laws of the State of Delaware with the power to own and possess its assets and carry on its business as it is now being conducted and as proposed to be conducted hereunder;

(d) The execution, delivery and performance by the Subadviser of this Agreement are within the Subadviser's powers and have been duly authorized by all necessary actions of its directors or shareholders, and no action by, or in respect of, or filing with, any governmental body, agency or official is required on the part of the Subadviser for execution, delivery and performance by the Subadviser of this Agreement, and the execution, delivery and performance by the Subadviser of this Agreement do not

contravene or constitute a violation of, or a material default under, (i) any provision of applicable law, rule or regulation, (ii) the Subadviser's governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Subadviser; and

(e) The Form ADV of the Subadviser provided to the Adviser and the Trust is a true and complete copy of the form, including that part or parts of the Form ADV filed with the SEC, that part or parts maintained in the records of the Adviser, and/or that part or parts provided or offered to clients, in each case as required under the Advisers Act and rules thereunder, and the information contained therein is accurate and complete in all material respects and does not omit to state any material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading.

7. REPRESENTATIONS AND WARRANTIES OF ADVISER. The Adviser represents and warrants to the Subadviser as follows:

(a) The Adviser is registered as an investment adviser under the Advisers Act;

(b) The Adviser has filed a notice of exemption pursuant to Rule 4.14 under the CEA with the CFTC and the National Futures Association or is not required to file such exemption;

(c) The Adviser is a statutory trust duly organized and validly existing under the laws of the State of Delaware with the power to own and possess its assets and carry on its business as it is now being conducted and as proposed to be conducted hereunder;

(d) The execution, delivery and performance by the Adviser of this Agreement are within the Adviser's powers and have been duly authorized by all necessary action on the part of its directors, shareholders or managing unitholder, and no action by, or in respect of, or filing with, any governmental body, agency or official is required on the part of the Adviser for the execution, delivery and performance by the Adviser of this Agreement, and the execution, delivery and performance by the Adviser of this Agreement do not contravene or constitute a violation of, or a material default under, (i) any provision of applicable law, rule or regulation, (ii) the Adviser's governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Adviser;

(e) The Form ADV of the Adviser provided to the Subadviser and the Trust is a true and complete copy of the form, including that part or parts of the Form ADV filed with the SEC, that part or parts maintained in the records of the Adviser, and/or that part or parts provided or offered to clients, in each case as required under the Advisers Act and rules thereunder, and the information contained therein is accurate and complete in all material respects and does not omit to state any material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading;

(f) The Adviser acknowledges that it received a copy of the Subadviser's Form ADV prior to the execution of this Agreement; and

(g) The Adviser and the Trust have duly entered into the Advisory Agreement pursuant to which the Trust authorized the Adviser to delegate certain of its duties under the Advisory Agreement to other investment advisers, including without limitation, the appointment of a subadviser with respect to assets of each of the Trust's mutual fund series, including without limitation the Adviser's entering into and performing this Agreement.

8. REPRESENTATIONS AND WARRANTIES OF THE TRUST. The Trust represents and warrants to the Adviser and the Subadviser as follows:

(a) The Trust is a statutory trust duly formed and validly existing under the laws of the State of Delaware with the power to own and possess its assets and carry on its business as it is now being conducted and as proposed to be conducted hereunder;

(b) The Trust is registered as an investment company under the 1940 Act and has elected to qualify and has qualified, together with the Fund, as a regulated investment company under the Code, and the Fund's shares are registered under the Securities Act;

(c) The execution, delivery and performance by the Trust of this Agreement are within the Trust's powers and have been duly authorized by all necessary action on the part of the Trust and its Board of Trustees, and no action by, or in respect of, or filing with, any governmental body, agency or official is required on the part of the Trust for the execution, delivery and performance by the Adviser of this Agreement, and the execution, delivery and performance by the Trust of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Trust's governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Trust; and

(d) The Trust acknowledges that it received a copy of the Subadviser's Form ADV prior to the execution of this Agreement.

9. SURVIVAL OF REPRESENTATIONS AND WARRANTIES; DUTY TO UPDATE INFORMATION. All representations and warranties made by the Subadviser, the Adviser and the Trust pursuant to the recitals above and Sections 6, 7 and 8, respectively, shall survive for the duration of this Agreement and the parties hereto shall promptly notify each other in writing upon becoming aware that any of the foregoing representations and warranties are no longer true or accurate in all material effects.

10. LIABILITY AND INDEMNIFICATION.

(a) LIABILITY. The Subadviser shall exercise its best judgment in rendering its services in accordance with the terms of this Agreement, but otherwise, in the absence of willful misfeasance, bad faith or gross negligence on the part of the Subadviser or a reckless disregard of its duties hereunder, the Subadviser, each of its affiliates and all respective partners, officers, directors and employees ("Affiliates") and each person, if

any, who within the meaning of the Securities Act controls the Subadviser ("Controlling Persons"), if any, shall not be subject to any expenses or liability to the Adviser, any other subadviser to a Fund, the Trust or a Fund or any of a Fund's shareholders, in connection with the matters to which this Agreement relates, including without limitation for any losses that may be sustained in the purchase, holding or sale of Subadviser Assets. The Adviser shall exercise its best judgment in rendering its obligations in accordance with the terms of this Agreement, but otherwise (except as set forth in Section 10(c) below), in the absence of willful misfeasance, bad faith or gross negligence on the part of the Adviser or a reckless disregard of its duties hereunder, the Adviser, any of its Affiliates and each of the Adviser's Controlling Persons, if any, shall not be subject to any liability to the Subadviser, for any act or omission in the case of, or connected with, rendering services hereunder or for any losses that may be sustained in the purchase, holding or sale of Subadviser Assets. Notwithstanding the foregoing, nothing herein shall relieve the Adviser and the Subadviser from any of their obligations under applicable law, including, without limitation, the federal and state securities laws and the CEA.

(b) INDEMNIFICATION. The Subadviser shall indemnify the Adviser, the Trust and the Fund, and their respective Affiliates and Controlling Persons for any liability and expenses, including without limitation reasonable attorneys' fees and expenses, which the Adviser, the Trust and/or the Fund and their respective Affiliates and Controlling Persons may sustain as a result of the Subadviser's willful misfeasance, bad faith, gross negligence, reckless disregard of its duties hereunder or violation of applicable law, including, without limitation, the federal and state securities laws or the CEA. The Adviser shall indemnify the Subadviser, its Affiliates and its Controlling Persons, for any liability and expenses, including without limitation reasonable attorneys' fees and expenses, which may be sustained as a result of the Adviser's willful misfeasance, bad faith, gross negligence, reckless disregard of its duties hereunder or violation of applicable law, including, without limitation, the federal and state securities laws or the CEA.

The Trust shall indemnify the Subadviser, its Affiliates and its Controlling Persons, for any liability and expenses, including without limitation reasonable attorneys' fees and expenses, which may be sustained as a result of the Trust's willful misfeasance, bad faith, gross negligence, reckless disregard of its duties hereunder or violation of applicable law, including, without limitation, the federal and state securities laws or the CEA.

(c) The Subadviser shall not be liable to the Adviser for (i) any acts of the Adviser or any other subadviser to a Fund with respect to the portion of the assets of that Fund not managed by Subadviser, or (ii) acts of the Subadviser which result from acts of the Adviser, including, but not limited to, a failure of the Adviser to provide accurate and current information with respect to any records maintained by the Adviser or any other subadviser to a Fund, which records are not also maintained by or otherwise available to the Subadviser upon reasonable request. The Adviser agrees that Subadviser shall manage the Subadviser Assets as if they were a separate operating Fund as set forth in Section 2(b) of this Agreement. The Adviser shall indemnify the Subadviser, its Affiliates and Controlling Persons from any liability arising from the conduct of the Adviser and

any other subadviser with respect to the portion of the Fund's assets not allocated to the Subadviser.

11. DURATION AND TERMINATION.

(a) DURATION. Unless sooner terminated, this Agreement shall continue until May 1, 2008, with respect to any Fund covered by this Agreement initially and for any Fund subsequently added to this Agreement, an initial period of no more than two years that terminates on the second May 1st that occurs following the effective date of this Agreement with respect to such Fund, and thereafter shall continue automatically for successive annual periods with respect to each such Fund, provided such continuance is specifically approved at least annually by the Trust's Board of Trustees or vote of the lesser of (a) 67% of the shares of the Fund represented at a meeting if holders of more than 50% of the outstanding shares of the Fund are present in person or by proxy or (b) more than 50% of the outstanding shares of the Fund; provided that in either event its continuance also is approved by a majority of the Trust's Trustees who are not "interested persons" (as defined in the 1940 Act) of any party to this Agreement, by vote cast in person at a meeting called for the purpose of voting on such approval.

(b) TERMINATION. Notwithstanding whatever may be provided herein to the contrary, this Agreement may be terminated at any time with respect to the Fund, without payment of any penalty:

(i) By vote of a majority of the Trust's Board of Trustees, or by "vote of a majority of the outstanding voting securities" of the Fund (as defined in the 1940 Act), or by the Adviser, in each case, upon not more than 60 days' written notice to the Subadviser;

(ii) By any party hereto immediately upon written notice to the other parties in the event of a breach of any provision of this Agreement by either of the other parties; or

(iii) By the Subadviser upon not more than 60 days' written notice to the Adviser and the Trust.

This Agreement shall not be assigned (as such term is defined in the 1940 Act) and shall terminate automatically in the event of its assignment or upon the termination of the Advisory Agreement.

12. DUTIES OF THE ADVISER. The Adviser shall continue to have responsibility for all services to be provided to the Fund pursuant to the Advisory Agreement and shall oversee and review the Subadviser's performance of its duties under this Agreement. Nothing contained in this Agreement shall obligate the Adviser to provide any funding or other support for the purpose of directly or indirectly promoting investments in the Fund.

13. REFERENCE TO ADVISER AND SUBADVISER.

(a) Neither the Adviser nor any Affiliate or agent of the Adviser shall make reference to or use the name of Subadviser or any of its Affiliates, or any of their clients, except references concerning the identity of and services provided by the Subadviser to a Fund, which references shall not differ in substance from those included in the Prospectus and this Agreement, in any advertising or promotional materials without the prior approval of Subadviser, which approval shall not be unreasonably withheld or delayed. The Adviser hereby agrees to make all reasonable efforts to cause the Fund and any Affiliate thereof to satisfy the foregoing obligation.

(b) Neither the Subadviser nor any Affiliate or agent of the Subadviser shall make reference to or use the name of the Adviser or any of its Affiliates, or any of their clients, except references concerning the identity of and services provided by the Adviser to a Fund or to the Subadviser, which references shall not differ in substance from those included in the Prospectus and this Agreement, in any advertising or promotional materials without the prior approval of Adviser, which approval shall not be unreasonably withheld or delayed. The Subadviser hereby agrees to make all reasonable efforts to cause any Affiliate of the Subadviser to satisfy the foregoing obligation.

14. AMENDMENT. This Agreement may be amended by mutual consent of the parties, provided that the terms of any material amendment shall be approved by:
(a) the Trust's Board of Trustees or by a vote of a majority of the outstanding voting securities of the Funds (as required by the 1940 Act), and (b) the vote of a majority of those Trustees of the Trust who are not "interested persons" of any party to this Agreement cast in person at a meeting called for the purpose of voting on such approval, if such approval is required by applicable law.

15. CONFIDENTIALITY. Subject to the duties of the Adviser, the Trust and the Subadviser to comply with applicable law, including any demand of any regulatory or taxing authority having jurisdiction, the parties hereto shall treat as confidential and shall not disclose any and all information pertaining to the Fund and the actions of the Subadviser, the Adviser and the Fund in respect thereof; except to the extent:

(a) AUTHORIZED. The Adviser or the Trust has authorized such disclosure;

(b) COURT OR REGULATORY AUTHORITY. Disclosure of such information is expressly required or requested by a court or other tribunal of competent jurisdiction or applicable federal or state regulatory authorities;

(c) PUBLICLY KNOWN WITHOUT BREACH. Such information becomes known to the general public without a breach of this Agreement or a similar confidential disclosure agreement regarding such information;

(d) ALREADY KNOWN. Such information already was known by the party prior to the date hereof;

(e) RECEIVED FROM THIRD PARTY. Such information was or is hereafter rightfully received by the party from a third party (expressly excluding the Fund's

custodian, prime broker and administrator) without restriction on its disclosure and without breach of this Agreement or of a similar confidential disclosure agreement regarding them; or

(f) INDEPENDENTLY DEVELOPED. The party independently developed such information.

16. NOTICE. Any notice that is required to be given by the parties to each other under the terms of this Agreement shall be in writing, delivered, or mailed postpaid to the other parties, or transmitted by facsimile with acknowledgment of receipt, to the parties at the following addresses or facsimile numbers, which may from time to time be changed by the parties by notice to the other party:

(a) If to the Subadviser:

Gartmore Global Partners 8 Fenchurch Place
London
United Kingdom
EC3M 4PB

(b) If to the Adviser:

Nationwide Fund Advisors 1200 River Road, Suite 1000 Conshohocken, PA 19428 Attention: Legal Department Facsimile: (484) 530-1323

(c) If to the Trust:

Nationwide Mutual Funds 1200 River Road, Suite 1000 Conshohocken, PA 19428 Attention: Legal Department Facsimile: (484) 530-1323

17. JURISDICTION. This Agreement shall be governed by and construed in accordance with substantive laws of the State of Delaware without reference to choice of law principles thereof and in accordance with the 1940 Act. In the case of any conflict, the 1940 Act shall control.

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

19. CERTAIN DEFINITIONS. For the purposes of this Agreement and except as otherwise provided herein, "interested person," "affiliated person," and "assignment" shall have their respective meanings as set forth in the 1940 Act, subject, however, to such exemptions as may be granted by the SEC.

20. CAPTIONS. The captions herein are included for convenience of reference only and shall be ignored in the construction or interpretation hereof.

21. SEVERABILITY. If any provision of this Agreement shall be held or made invalid by a court decision or applicable law, the remainder of the Agreement shall not be affected adversely and shall remain in full force and effect.

22. ENTIRE AGREEMENT. This Agreement, together with all exhibits, attachments and appendices, contains the entire understanding and agreement of the parties with respect to the subject matter hereof.

23. NATIONWIDE MUTUAL FUNDS AND ITS TRUSTEES. The terms "Nationwide Mutual Funds" and the "Trustees of Nationwide Mutual Funds" refer respectively to the Trust created and the Trustees, as trustees but not individually or personally, acting from time to time under the Declaration of Trust made and dated as of September 30, 2004, as has been or may be amended and/or restated from time to time, and to which reference is hereby made.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day and year first written above.

TRUST
NATIONWIDE MUTUAL FUNDS

By: /s/Gerald J. Holland
Name:    Gerald Holland
Title:   Chief Operating Officer

ADVISER
NATIONWIDE FUND ADVISORS

By: /s/Gerald J. Holland
Name:    Gerald Holland
Title:   Chief Operating Officer

SUBADVISER
GARTMORE GLOBAL PARTNERS

By: /s/Kevin Crossett
Name:    Kevin Crossett
Title:   Director

FUNDS OF THE TRUST                                           ADVISORY FEES
------------------                                           -------------
Nationwide China Opportunities Fund1                0.625% on assets up to $500 million
                                                    0.600% on assets of $500 million but less than $2 billion
                                                    0.575% on assets of $2 billion and more

Nationwide Emerging Markets Fund1                   0.525% on assets up to $500 million
                                                    0.50% on assets of $500 million but less than $2 billion
                                                    0.475% on assets of $2 billion or more

Nationwide International Growth Fund1               0.45% on assets up to $500 million
                                                    0.425% on assets of $500 million but less than $2 billion
                                                    0.40% on assets of $2 billion or more

Nationwide Worldwide Leaders Fund1                  0.45% on assets up to $500 million
                                                    0.425% on assets of $500 million but less than $2 billion
                                                    0.40% on assets of $2 billion or more

Nationwide Global Utilities Fund1                   0.35% on assets up to $500 million
                                                    0.325% on assets of $500 million but less than $2 billion
                                                    0.30% on assets of $2 billion or more

* As most recently approved at the January 11, 2007 Board Meeting.

1Performance Fees for the Funds.

The base subadvisory fee for each of these Funds, as set forth above, is adjusted each quarter beginning one year after implementation of the Performance Fee, depending upon a Fund's investment performance for the 12 months preceding the end of that month relative to the investment performance of each respective Fund's benchmark as listed below. The base fee is either increased or decreased proportionately by the following amounts at each breakpoint, based upon whether a Fund has out-performed or under-performed its respective benchmark (using the performance of each such Fund's Class A Shares to measure), by more or less than a maximum of 500 basis points over the preceding rolling 12 month period as follows:

+/- 100 bps under/outperformance             2bps
+/- 200 bps under/outperformance             4bps
+/- 300 bps under/outperformance             6bps
+/- 400 bps under/outperformance             8bps
+/- 500 bps or more under/outperformance     10bps

The investment performance of each Fund will be the sum of: (1) the change in each Fund's value during such period; (2) the value of the Fund's cash distributions (from net income and realized net gains) having an ex-dividend date during such calculation period; and (3) the value of any capital gains taxes paid or accrued during such calculation period for undistributed realized long-term capital gains from the Fund. For this purpose, the value of distributions per share of realized capital gains, of dividends per share paid from investment income and of capital

gains taxes per share reinvested in the Fund will be the Fund's value in effect at the close of business on the record date for the payment of such distributions and the date on which provision is made for such taxes, after giving effect to such distribution, dividends and taxes.

BENCHMARK INDEX PERFORMANCE: The performance of each respective benchmark Index for a calculation period, expressed as a percentage of each Index, at the beginning of such period will be the sum of: (1) the change in the level of the Index during such period; and (2) the value, as calculated consistent with the Index, of cash distributions having an ex-dividend date during such period made by those companies whose securities comprise the Index. For this purpose, cash distributions on the securities that comprise the Index will be treated as if they were reinvested in the Index at least as frequently as the end of each calendar quarter following payment of the dividend.

A description of the specific methodology for calculating, accruing and paying the performance fees for the above-referenced Fund is set forth in Exhibit C to this Agreement.

1.      Nationwide China Opportunities Fund                      MSCI Zhong Hua Index

2.      Nationwide Global Utilities Fund                         60% MSCI World Telecom Index/40% MSCI
                                                                 World Utilities Index

3.      Nationwide International Growth Fund                     MSCI All Country World Free X U.S.
                                                                 Index
4.      Nationwide Emerging Markets Fund                         MSCI Emerging Markets Index
5.      Nationwide Worldwide Leaders Fund                        MSCI World Index

TRUST
NATIONWIDE MUTUAL FUNDS

By: /s/Gerald J. Holland
Name:    Gerald Holland
Title:   Chief Operating Officer

ADVISER
NATIONWIDE FUND ADVISORS

By: /s/Gerald J. Holland
Name:    Gerald Holland
Title:   Chief Operating Officer

SUBADVISER
GARTMORE GLOBAL PARTNERS

By: /s/Kevin Crossett
Name:    Kevin Crossett
Title:   Director

EXHIBIT B
SUBADVISORY AGREEMENT
AMONG NATIONWIDE MUTUAL FUNDS,
NATIONWIDE FUND ADVISORS AND
GARTMORE GLOBAL PARTNERS
EFFECTIVE MAY 1, 2007

In connection with securities transactions for a Fund, the Subadviser that is (or whose affiliated person is) entering into the transaction, and any other investment manager that is advising an affiliate of the Fund (or portion of the Fund) (collectively, the "Managers" for the purposes of this Exhibit) entering into the transaction are prohibited from consulting with each other concerning transactions for the Fund in securities or other assets and, if both Managers are responsible for providing investment advice to the Fund, the Manager's responsibility in providing advice is expressly limited to a discrete portion of the Fund's portfolio that it manages.

This prohibition does not apply to communications by the Adviser in connection with the Adviser's (i) overall supervisory responsibility for the general management and investment of the Fund's assets; (ii) determination of the allocation of assets among the Manager(s), if any; and (iii) investment discretion with respect to the investment of Fund assets not otherwise assigned to a Manager.

TRUST
NATIONWIDE MUTUAL FUNDS

By: /s/Gerald J. Holland
Name:    Gerald Holland
Title:   Chief Operating Officer

ADVISER
NATIONWIDE FUND ADVISORS

By: /s/Gerald J. Holland
Name:    Gerald Holland
Title:   Chief Operating Officer

SUBADVISER
GARTMORE GLOBAL PARTNERS

By: /s/Kevin Crossett
Name:    Kevin Crossett
Title:   Director

EXHIBIT C

PERFORMANCE BASED FEE CALCULATION PROCEDURES1

I. OVERVIEW

These procedures describe with specificity how Nationwide Fund Management, LLC, the Trust's administrator ("NFM") and BISYS Fund Services - Ohio, Inc., the Trust's sub-administrator ("BISYS") will calculate, accrue and pay performance fees for those series of the Nationwide Mutual Funds ("NMF") and Nationwide Variable Insurance Funds ("NVIT" and, collectively with NMF, the "Trusts") listed in footnote 1 below which have implemented a performance fee structure.

These procedures are intended to comply with Rule 205-2(c) under the Investment Advisers Act of 1940, as amended ("Rule 205-2(c)"). Accordingly, while the base fee component and performance fee component of each Fund's advisory fees will be
(1) estimated and accrued daily throughout each quarterly subperiod; and (2) these daily estimates will be "trued up" at the end of each month during each quarterly subperiod in order to reduce, as fully as practicable, over-or under-estimating and accruing of the base fee component and performance component of the advisory fees, the total fee (sum of the base and performance components of the fee) will be computed and paid at the end of each quarterly subperiod as follows:

(a) The performance related component of the fee will be computed by comparing the performance of each Fund over the twelve month period to the performance of the Fund's benchmark over the same period to determine the percentage rate of the performance adjustment. That performance percentage rate will then be multiplied by the Fund's average net assets over that twelve month rolling performance period to determine the actual amount of performance bonus (or penalty) earned by the adviser and the total fee (base component plus performance component) will be paid at the end of each quarterly subperiod of the rolling period; and

(b) The fulcrum fee component will be computed by taking the base advisory fee rate and multiplying it by the Fund's average net assets over most recently completed calendar quarter.

Using this criteria, the Administrator and Sub-administrator will employ the following procedures each day in order to effectuate above-referenced performance fee structure in compliance with Rule 205-2(c).

II. COMPUTATION OF PERFORMANCE COMPONENT OF THE PERFORMANCE-BASED
FEE [RULE 205-2(C)(1)]

A. CALCULATION OF EACH FUND'S AVERAGE NET ASSETS:

Each business day BISYS will estimate the rolling twelve month average net assets for each Fund which has implemented a performance-based fee structure using the most recent rolling twelve month period. BISYS will compute this estimate by taking the sum of the Fund's average daily net assets for the previous twelve month rolling performance period as of that date. Thus, on July 15, 2005, the "previous twelve month rolling performance period" was July 15, 2004 through July 14, 2005, inclusive. On July 16, 2005, the "previous twelve month rolling performance period" was July 16, 2004 through July 15, 2005 inclusive. This will result in computation of a new estimated twelve month rolling average net asset value for each successive business day for each Fund.

B. CALCULATION OF THE PERFORMANCE OF EACH FUND'S BENCHMARK INDEX:

BISYS will retrieve the benchmark return for each Fund at the beginning of each business day, as of the closing of the prior business day. Additionally, in order to do an intra-quarter "true up" estimate at the end of each month in that quarter, BISYS will also retrieve the rolling twelve month return for each Fund's benchmark at each month end.

As a practical matter, BISYS accrues its performance component estimate daily over the current quarter and will "true up" its estimated accrual at the end of each month during that quarter. However, BISYS will only calculate and pay the actual total fee (including the twelve month rolling performance fee component and base fee component) at the end of each quarterly subperiod.

C. DETERMINATION OF EACH FUND'S TWELVE MONTH ROLLING PERFORMANCE PERIOD:

Each business day, BISYS will estimate each Fund's total return (using Class A shares for GMF; Class III shares for GVIT) for the previous twelve month rolling performance period. The Board of the Trust has considered and approved Gartmore's use of such Class A/III shares' return and each Fund has disclosed in its registration statement the use of the return of Class A/III shares for this purpose. Thus, the twelve month rolling performance period return on July 15, 2005 was based on the Fund's performance from July 15, 2004 through July 14, 2005. Each day the Fund's twelve month rolling performance period return will be re-estimated. For example, on July 16, 2005, the twelve month rolling performance period return was based on the Fund's performance from July 16, 2004 through July 15, 2005.

At the end of the quarter (subperiod), i.e., July 1, 2005 to September 30, 2005, the twelve month average net assets will be computed by taking the sum of the assets over the last twelve month rolling period ending September 30, 2005. The twelve month average net assets as of this period will be multiplied by the performance fee rate and divided by the number of days in the quarter (subperiod).

D. COMPUTATION OF ROLLING TWELVE MONTH PERFORMANCE FEE RATE AND PERFORMANCE COMPONENT OF THE FEE:

Each business day, BISYS will calculate the difference between the rolling twelve month performance estimate of the Fund and the rolling twelve month performance estimate of the Fund's benchmark to determine whether the Fund would be entitled to a performance fee adjustment.

The estimated adjustment rate will be accrued (either positive, negative or no adjustment) for each day using the estimated performance adjustment rate for that Fund as set forth in each Fund's respective investment advisory agreement(s) and prospectus. This rate will be applied to the Fund's then-current rolling twelve month average net assets to estimate the daily performance fee adjustment accrual for the Fund on that day. For example: If the rate adjustment is 10 basis points and the twelve month average net assets are $10,000,000, BISYS will accrue (.10 x 1/365 x $10,000,000) or $27.40 a day as the performance component of the fee.

III. COMPUTATION OF BASE FEE RATE [RULE 205-2(C)(2)]:

On each day within a quarterly subperiod, BISYS will accrue the estimated base advisory fee for each Fund using each Fund's respective advisory fee rate. The appropriate base fee rate will be multiplied by the previous day's net asset value to determine the amount of estimated fees to accrue for that day. On each successive day, the pervious day's net assets will be used to accrue the daily estimated base advisory fee. For example: If the base fee rate is 80 basis points

and the previous days ending net assets are $20,000,000, BISYS will accrue (.80 x 1/365 x $20,000,000) or $438.36 in estimated base advisory fees for that day. At the end of each quarter, BISYS will compute the actual base advisory fee by multiplying the Fund's base advisory fee rate by the Fund's average net assets over that most recently completed quarterly subperiod.

IV. CALCULATION OF TOTAL ADVISORY FEE BY COMBINING THE BASE FEE AND PERFORMANCE FEE COMPONENTS:

The estimated performance adjustment amount as determined above in the Section II. will be added to or subtracted from the amount of base fee as determined above in Section III. to determine the total advisory fee that must be accrued for that day. Based on the examples in Sections II. and III., above, BISYS would have accrued $465.76 for the sample day, which represents the total of the estimated performance fee for the day plus the estimated base advisory fee for the day.

V. MONTH END "TRUE UP" OF QUARTERLY FEE:

As soon as practicable after the end of each month (as soon as the actual benchmark return for each Fund is available) BISYS will recompute the accrual for that month using the actual month-end benchmark returns to determine whether the performance fee adjustment has been over- or under-accrued for that month.

VI. ADJUSTMENTS TO ESTIMATED CALCULATIONS ABOVE:

If, for example, during any month ("interim period") of a quarterly subperiod, the estimated calculations need to be adjusted, BISYS will adjust the Fund's accrual on the day that re-adjustment is computed. For example: If, on the last day before the end of a month during the quarterly subperiod, it is determined that no performance fee adjustment will likely be earned, the estimates accrued to that point will be reversed in their entirety on that day. Conversely, if at an interim period, the estimated calculations above did not result in the appropriate amount of performance fee adjustment (based on each daily comparison of the rolling twelve month return of the Fund to the rolling twelve month return of its benchmark) BISYS will compute a revised fee performance fee estimate and accrual on that day. For example: if during the interim period the estimated calculations of the Fund's return have not resulted in accrual of an estimated fee adjustment, but when compared to the rolling twelve month benchmark return, a performance fee adjustment would now likely result, BISYS will immediately accrue for this updated estimated adjustment on that day. Thus, if the Fund's return fluctuates during the period such that on some days (based on the estimates) the adviser would be entitled to performance fee adjustment at the end of the current quarter, then this amount (the amount to be accrued to date in the quarter) will be adjusted on that day. Conversely, if and when it appears (based on the estimates) that the adviser will not be entitled to any performance fee

adjustment at the end of the current quarter, the amount accrued to date will be reversed in its entirety.

VII. "TRUE-UP":

1. If it is determined that, based on the estimated Fund benchmark returns, the adviser would be due a performance fee on any given day (based on the comparison of the daily, rolling twelve month benchmark return to that of the Fund), the performance fee adjustment (based on the rolling twelve months' average daily net assets) will be accrued in its entirety (measured from the beginning of the current quarter until the current day).

2. Conversely, if it is determined based on the estimated returns of the Fund and its benchmark, that the Fund will not earn a performance fee (has underperformed the Fund's benchmark) on any given day, the performance fee adjustment (based on the rolling twelve months average daily net assets) would either:

i. be reversed in its entirety (assuming the Fund had accrued for a performance fee during the period);

ii. not accrue any performance fee if none was earned during the period;

iii. accrue for a negative performance fee if it is determined that the Fund has underperformed the benchmark to date in the current quarter.

3. BISYS will make a one day, true-up entry as soon as practical after each month end in each quarterly subperiod (upon receipt of the month-end benchmark return information).

4. The base fee will be estimated and accrued daily based upon the prior night's closing net assets. At the end of the current quarterly subperiod, the sum of the daily net assets will equal the quarterly average net assets for computation of the base fee. The total fee (base fee plus performance payment or penalty amount) will be paid out as soon as practicable after the quarter end.

EX-99(d)(4)(e)

INTERIM SUBADVISORY AGREEMENT

THIS INTERIM SUBADVISORY AGREEMENT is made and entered into as of the 27th day of April, 2007, to become effective on May 1, 2007, by and among NATIONWIDE MUTUAL FUNDS (a.k.a. "Gartmore Mutual Funds," until May 1, 2007), a Delaware statutory trust (the "Trust"), NATIONWIDE FUND ADVISORS (a.k.a. "Gartmore Mutual Fund Capital Trust," until May 1, 2007) (the "Adviser") a Delaware statutory trust registered under the Investment Advisers Act of 1940, as amended (the "Advisers Act"), and MORLEY CAPITAL MANAGEMENT, INC. (a.k.a. "Gartmore Morley Capital Management, Inc.," until May 1, 2007), an Oregon corporation (the "Subadviser"), and also registered under the Advisers Act.

W I T N E S S E T H :

WHEREAS, the Trust is registered with the U.S. Securities and Exchange Commission (the "SEC") as an open-end management investment company under the Investment Company Act of 1940, as amended (the "1940 Act");

WHEREAS, the Subadviser has, pursuant to an Investment Advisory Agreement with the Trust dated as of the 28th day of February, 2005 (the "Previous Advisory Agreement"), been retained to act as investment adviser for the series of the Trust that are listed on Exhibit A to this Interim Subadvisory Agreement (each, a "Fund");

WHEREAS, pursuant to action taken by the Board of Trustees of the Trust, the Previous Advisory Agreement will terminate upon the sale of the Adviser by Nationwide Mutual Insurance Company ("NM") to Nationwide Financial Services, Inc. ("NFS") (the "Transaction") which Transaction is scheduled to close at the close of business on April 30, 2007;

WHEREAS, the Board of Trustees of the Trust has unanimously approved a new investment advisory agreement ("New Advisory Agreement"), designating the Adviser to be the investment adviser to the Funds, to become effective upon the closing of the Transaction, and termination of the Previous Advisory Agreement, and has submitted the New Advisory Agreement to shareholders of each Fund;

WHEREAS, the Board of Trustees of the Trust has unanimously approved a new subadvisory agreement ("New Subadvisory Agreement") to become effective upon the closing of the Transaction pursuant to which the Subadviser shall act as subadviser to the Funds, and has submitted the New Subadvisory Agreement to shareholders of each Fund;

WHEREAS, shareholders of certain of such Funds have not yet approved the New Subadvisory Agreement;

WHEREAS, the Board of Trustees of the Trust desires to ensure that provision of investment subadvisory services by the Subadviser to each such Fund continues without interruption following the closing of the Transaction and termination of the Trust's Previous

Advisory Agreement with respect to such Funds, until such time as shareholders of each such Fund approve the New Advisory Agreement and the New Subadvisory Agreement; and

WHEREAS, Rule 15a-4 adopted under the 1940 Act provides a temporary exemption from the shareholder approval requirements of Section 15(a) of the 1940 Act upon Board approval of an interim agreement containing specified conditions ("Interim Subadvisory Agreement").

NOW, THEREFORE, the parties do mutually agree and promise as follows with respect to each Fund:

1. APPOINTMENT AS SUBADVISER. The Adviser hereby appoints the Subadviser to act as investment adviser for and to manage that portion or all of the assets of the Fund that the Adviser from time to time upon reasonable prior notice allocates to, and puts under the control of, the Subadviser (the "Subadviser Assets") subject to the supervision of the Adviser and the Board of Trustees of the Trust and subject to the terms of this Agreement; and the Subadviser hereby accepts such appointment. In such capacity, the Subadviser shall be responsible for the investment management of the Subadviser Assets. It is recognized that the Subadviser and certain of its affiliates now act, and that from time to time hereafter may act, as investment adviser to one or more other investment companies and to fiduciary or other managed accounts and that the Adviser and the Trust cannot object to such activities.

2. DUTIES OF SUBADVISER.

(a) INVESTMENTS. The Subadviser is hereby authorized and directed and hereby agrees, subject to the stated investment policies and restrictions of the Fund as set forth in the Fund's prospectus and statement of additional information as currently in effect and, as soon as practical after the Trust, the Fund or the Adviser notifies the Subadviser thereof, as supplemented or amended from time to time (collectively referred to hereinafter as the "Prospectus") and subject to the directions of the Adviser and the Trust's Board of Trustees, to monitor on a continuous basis the performance of the Subadviser Assets and to conduct a continuous program of investment, evaluation and, if appropriate, sale and reinvestment of the Subadviser Assets. The Adviser agrees to provide the Subadviser with such assistance as may be reasonably requested by the Subadviser in connection with the Subadviser's activities under this Agreement, including, without limitation, providing information concerning the Fund, its funds available, or to become available, for investment and generally as to the conditions of the Fund's or the Trust's affairs.

(b) COMPLIANCE WITH APPLICABLE LAWS AND GOVERNING DOCUMENTS. In the performance of its services under this Agreement, the Subadviser shall act in conformity with the Prospectus and the Trust's Agreement and Declaration of Trust and By-Laws as currently in effect and, as soon as practical after the Trust, the Fund or the Adviser notifies the Subadviser thereof, as supplemented, amended and/or restated from time to time (referred to hereinafter as the "Declaration of Trust" and "By-Laws," respectively) and with the instructions and directions received in writing from the Adviser or the Trustees of the Trust and will conform to, and comply with, the requirements of the 1940 Act including Rule 15a-4 thereunder, the Internal Revenue Code of 1986, as amended (the "Code"), and all other applicable federal and state

laws and regulations. Without limiting the preceding sentence, the Adviser promptly shall notify the Subadviser as to any act or omission of the Subadviser hereunder that the Adviser reasonably deems to constitute or to be the basis of any noncompliance or nonconformance with any of the Trust's Declaration of Trust and By-Laws and the Prospectus, the instructions and directions received in writing from the Adviser or the Trustees of the Trust or the 1940 Act, the Code, and all other applicable federal and state laws and regulations. Notwithstanding the foregoing, the Adviser shall remain responsible for ensuring the Fund's and the Trust's overall compliance with the 1940 Act, the Code and all other applicable federal and state laws and regulations and the Subadviser is only obligated to comply with this subsection (b) with respect to the Subadviser Assets. The Adviser timely will provide the Subadviser with a copy of the minutes of the meetings of the Board of Trustees of the Trust to the extent they may affect a Fund or the services of the Subadviser, copies of any financial statements or reports made by a Fund to its shareholders, and any further materials or information which the Subadviser may reasonably request to enable it to perform its functions under this Agreement.

The Adviser shall perform quarterly and annual tax compliance tests to ensure that the Fund is in compliance with Subchapter M and Section 817(h) of the Code. In connection with such compliance tests, the Adviser shall inform the Subadviser at least ten (10) business days prior to a calendar quarter end if the Subadviser Assets are out of compliance with the diversification requirements under either Subchapter M or Section 817(h). If the Adviser notifies the Subadviser that the Subadviser Assets are not in compliance with such requirements noted above, the Subadviser will take prompt action to bring the Subadviser Assets back into compliance within the time permitted under the Code thereunder.

The Adviser will provide the Subadviser with reasonable advance notice of any change in a Fund's investment objectives, policies and restrictions as stated in the Prospectus, and the Subadviser shall, in the performance of its duties and obligations under this Agreement, manage the Subadviser Assets consistent with such changes, provided that the Subadviser has received prompt notice of the effectiveness of such changes from the Trust or the Adviser. In addition to such notice, the Adviser shall provide to the Subadviser a copy of a modified Prospectus reflecting such changes. The Adviser acknowledges and will ensure that the Prospectus will at all times be in compliance with all disclosure requirements under all applicable federal and state laws and regulations relating to the Trust or the Fund, including, without limitation, the 1940 Act, and the rules and regulations thereunder, and that the Subadviser shall have no liability in connection therewith, except as to the accuracy of material information furnished in writing by the Subadviser to the Trust or to the Adviser specifically for inclusion in the Prospectus. The Subadviser hereby agrees to provide to the Adviser in a timely manner such information relating to the Subadviser and its relationship to, and actions for, the Trust as may be required to be contained in the Prospectus or in the Trust's Registration Statement on Form N-1A.

(c) VOTING OF PROXIES. The Adviser hereby delegates to the Subadviser the Adviser's discretionary authority to exercise voting rights with respect to the securities and other investments in the Subadviser Assets and authorizes the Subadviser to delegate further such discretionary authority to a designee identified in a notice given to the Trust and the Adviser. The Subadviser, including without limitation its designee, shall have the power to vote, either in person or by proxy, all securities in which the Subadviser Assets may be invested from time to

time, and shall not be required to seek or take instructions from, the Adviser, the Fund or the Trust or take any action with respect thereto. If both the Subadviser and another entity managing assets of the Fund have invested the Fund's assets in the same security, the Subadviser and such other entity will each have the power to vote its pro rata share of the Fund's security.

The Subadviser will establish a written procedure for proxy voting in compliance with current applicable rules and regulations, including but not limited to Rule 30b1-4 under the 1940 Act. The Subadviser will provide the Adviser or its designee, a copy of such procedure and establish a process for the timely distribution of the Subadviser's voting record with respect to the Fund's securities and other information necessary for the Fund to complete information required by Form N-1A under the 1940 Act and the Securities Act of 1933, as amended (the "Securities Act"), Form N-PX under the 1940 Act, and Form N-CSR under the Sarbanes-Oxley Act of 2002, as amended, respectively.

(d) AGENT. Subject to any other written instructions of the Adviser or the Trust, the Subadviser is hereby appointed the Adviser's and the Trust's agent and attorney-in-fact for the limited purposes of executing account documentation, agreements, contracts and other documents as the Subadviser shall be requested by brokers, dealers, counterparties and other persons in connection with its management of the Subadviser Assets. The Subadviser agrees to provide the Adviser and the Trust with copies of any such agreements executed on behalf of the Adviser or the Trust.

(e) BROKERAGE. The Subadviser is authorized, subject to the supervision of the Adviser and the plenary authority of the Trust's Board of Trustees, to establish and maintain accounts on behalf of the Fund with, and place orders for the investment and reinvestment, including without limitation purchase and sale of the Subadviser Assets with or through, such persons, brokers (including, to the extent permitted by applicable law, any broker affiliated with the Subadviser) or dealers (collectively "Brokers") as Subadviser may elect and negotiate commissions to be paid on such transactions. The Subadviser, however, is not required to obtain the consent of the Adviser or the Trust's Board of Trustees prior to establishing any such brokerage account. The Subadviser shall place all orders for the purchase and sale of portfolio investments for a Fund's account with Brokers selected by the Subadviser. In the selection of such Brokers and the placing of such orders, the Subadviser shall seek to obtain for the Fund the most favorable price and execution available, except to the extent it may be permitted to pay higher brokerage commissions for brokerage and research services, as provided below. In using its reasonable efforts to obtain for a Fund the most favorable price and execution available, the Subadviser, bearing in mind the best interests of each Fund at all times, shall consider all factors it deems relevant, including price, the size of the transaction, the breadth and nature of the market for the security, the difficulty of the execution, the amount of the commission, if any, the timing of the transaction, market prices and trends, the reputation, experience and financial stability of the Broker involved, and the quality of service rendered by the Broker in other transactions. Notwithstanding the foregoing, neither the Trust, the Fund nor the Adviser shall instruct the Subadviser to place orders with any particular Broker(s) with respect to the Subadviser Assets. Subject to such policies as the Trustees may determine, or as may be mutually agreed to by the Adviser and the Subadviser, the Subadviser is authorized but not obligated to cause, and shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused, the Fund to

pay a Broker that provides brokerage and research services (within the meaning of Section 28(e) of the Securities Exchange Act of 1934) to the Subadviser an amount of commission for effecting a Subadviser Assets investment transaction that is in excess of the amount of commission that another Broker would have charged for effecting that transaction if, but only if, the Subadviser determines in good faith that such commission was reasonable in relation to the value of the brokerage and research services provided by such Broker viewed in terms of either that particular transaction or the overall responsibility of the Subadviser with respect to the accounts as to which it exercises investment discretion.

It is recognized that the services provided by such Brokers may be useful to the Subadviser in connection with the Subadviser's services to other clients. On occasions when the Subadviser deems the purchase or sale of a security to be in the best interests of the Fund with respect to the Subadviser Assets as well as other clients of the Subadviser, the Subadviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be sold or purchased in order to obtain the most favorable price or lower brokerage commissions and efficient execution. In such event, allocation of securities so sold or purchased, as well as the expenses incurred in the transaction, will be made by the Subadviser in the manner the Subadviser considers to be the most equitable and consistent with its fiduciary obligations to each Fund and to such other clients. It is recognized that in some cases, this procedure may adversely affect the price paid or received by the Fund or the size of the position obtainable for, or disposed of by, the Fund with respect to the Subadviser Assets.

(f) SECURITIES TRANSACTIONS. The Subadviser and any affiliated person of the Subadviser will not purchase securities or other instruments from or sell securities or other instruments to the Fund; provided, however, the Subadviser or any affiliated person of the Subadviser may purchase securities or other instruments from or sell securities or other instruments to the Fund if such transaction is permissible under applicable laws and regulations, including, without limitation, the 1940 Act and the Advisers Act and the rules and regulations promulgated thereunder.

The Subadviser, on its own behalf and with respect to its Access Persons (as defined in subsection (e) of Rule 17j-1 under the 1940 Act), agrees to observe and comply with Rule 17j-1 and its Code of Ethics (which shall comply in all material respects with Rule 17j-1), as the same may be amended from time to time. On at least an annual basis, the Subadviser will comply with the reporting requirements of Rule 17j-1, which may include either (i) certifying to the Adviser that the Subadviser and its Access Persons have complied with the Subadviser's Code of Ethics with respect to the Subadviser Assets or (ii) identifying any violations which have occurred with respect to the Subadviser Assets. The Subadviser will have also submitted its Code of Ethics for its initial approval by the Board of Trustees no later than the date of execution of this agreement and subsequently within six months of any material change thereto.

(g) BOOKS AND RECORDS. The Subadviser shall maintain separate detailed records as are required by applicable laws and regulations of all matters hereunder pertaining to the Subadviser Assets (the "Fund's Records"), including, without limitation, brokerage and other records of all securities transactions. The Subadviser acknowledges that the Fund's Records are

property of the Trust; except to the extent that the Subadviser is required to maintain the Fund's Records under the Advisers Act or other applicable law and except that the Subadviser, at its own expense, is entitled to make and keep a copy of the Fund's Records for its internal files. The Fund's Records shall be available to the Adviser or the Trust at any time upon reasonable request during normal business hours and shall be available for telecopying promptly to the Adviser during any day that the Fund is open for business as set forth in the Prospectus.

(h) INFORMATION CONCERNING SUBADVISER ASSETS AND SUBADVISER. From time to time as the Adviser or the Trust reasonably may request in good faith, the Subadviser will furnish the requesting party reports on portfolio transactions and reports on the Subadviser Assets, all in such reasonable detail as the parties may reasonably agree in good faith. The Subadviser will also inform the Adviser in a timely manner of material changes in portfolio managers responsible for Subadviser Assets, any changes in the ownership or management of the Subadviser, or of material changes in the control of the Subadviser. Upon the Trust's or the Adviser's reasonable request, the Subadviser will make available its officers and employees to meet with the Trust's Board of Trustees to review the Subadviser Assets via telephone on a quarterly basis and on a less frequent basis as agreed upon by the parties in person.

Subject to the other provisions of this Agreement, the Subadviser will also provide such information or perform such additional acts with respect to the Subadviser Assets as are reasonably required for the Trust or the Adviser to comply with their respective obligations under applicable laws, including without limitation, the Code, the 1940 Act, the Advisers Act, and the Securities Act, and any rule or regulation thereunder.

(i) CUSTODY ARRANGEMENTS. The Trust or the Adviser shall notify the Subadviser of the identities of its custodian banks and the custody arrangements therewith with respect to the Subadviser Assets and shall give the Subadviser written notice of any changes in such custodian banks or custody arrangements. The Subadviser shall on each business day provide the Adviser and the Trust's custodian such information as the Adviser and the Trust's custodian may reasonably request in good faith relating to all transactions concerning the Subadviser Assets. The Trust shall instruct its custodian banks to (A) carry out all investment instructions as may be directed by the Subadviser with respect to the Subadviser Assets (which instructions may be orally given if confirmed in writing); and (B) provide the Subadviser with all operational information necessary for the Subadviser to trade the Subadviser Assets on behalf of the Fund. The Subadviser shall have no liability for the acts or omissions of the authorized custodian(s), unless such act or omission is required by and taken in reliance upon instructions given to the authorized custodian(s) by a representative of the Subadviser properly authorized (pursuant to written instruction by the Adviser) to give such instructions.

3. INDEPENDENT CONTRACTOR. In the performance of its services hereunder, the Subadviser is and shall be an independent contractor and unless otherwise expressly provided herein or otherwise authorized in writing, shall have no authority to act for or represent the Fund, the Trust or the Adviser in any way or otherwise be deemed an agent of the Fund, the Trust or the Adviser.

4. EXPENSES. During the term of this Agreement, Subadviser will pay all expenses incurred by it in connection with its activities under this Agreement. The Subadviser shall, at its sole expense, employ or associate itself with such persons as it believes to be particularly fitted to assist it in the execution of its duties under this Agreement. The Subadviser shall not be responsible for the Trust's, the Fund's or Adviser's expenses, which shall include, but not be limited to, the cost of securities, commodities and other investments (including brokerage commissions and other transaction charges, if any) purchased for a Fund and any losses incurred in connection therewith, expenses of holding or carrying Subadviser Assets, including, without limitation, expenses of dividends on stock borrowed to cover a short sale and interest, fees or other charges incurred in connection with leverage and related borrowings with respect to the Subadviser Assets, organizational and offering expenses (which include, but are not limited to, out-of-pocket expenses, but not overhead or employee costs of the Subadviser); expenses for legal, accounting and auditing services; taxes and governmental fees; dues and expenses incurred in connection with membership in investment company organizations; costs of printing and distributing shareholder reports, proxy materials, prospectuses, stock certificates and distribution of dividends; charges of the Fund's custodians and sub-custodians, administrators and sub-administrators, registrars, transfer agents, dividend disbursing agents and dividend reinvestment plan agents; payment for portfolio pricing services to a pricing agent, if any; registration and filing fees of the SEC; expenses of registering or qualifying securities of the Fund for sale in the various states; freight and other charges in connection with the shipment of the Fund's portfolio securities; fees and expenses of non-interested Trustees; salaries of shareholder relations personnel; costs of shareholders meetings; insurance; interest; brokerage costs; and litigation and other extraordinary or non-recurring expenses. The Trust or the Adviser, as the case may be, shall reimburse the Subadviser for any expenses of the Funds or the Adviser as may be reasonably incurred by such Subadviser on behalf of the Fund or the Adviser. The Subadviser shall keep and supply to the Trust and the Adviser reasonable records of all such expenses.

5. COMPENSATION. For the services provided pursuant to this Agreement, the Subadviser is entitled to the fee listed for the Fund on Exhibit A hereto. Such fees will be computed daily and paid no later than the seventh (7th) business day following the end of each month, from the Adviser or the Trust, calculated at an annual rate based on the Subadviser Assets' average daily net assets.

The method of determining the net asset value of the Subadviser Assets for purposes hereof shall be the same as the method of determining net asset value for purposes of establishing the offering and redemption price of the shares of the Trust as described in the Fund's Prospectus. If this Agreement shall be effective for only a portion of a month with respect to the Fund, the aforesaid fee shall be prorated for the portion of such month during which this Agreement is in effect for the Fund.

Notwithstanding any other provision in this Agreement, all compensation earned by the Subadviser hereunder respectively as to each Fund of the Trust listed on Exhibit A of this Interim Subadvisory Agreement shall be held in an interest-bearing escrow account with the Trust's custodian or a bank until such time as the holders of a majority of the outstanding voting securities of the applicable Fund approve, within 150 days from the effective date of this Interim Subadvisory Agreement, the New Subadvisory Agreement. Upon such approval by the

Shareholders of a Fund, the escrowed amount (including interest earned) for such Fund will be paid to the Subadviser. However, should the New Subadvisory Agreement not be approved by the holders of a Fund's outstanding voting securities within 150 days from the effective date of this Interim Subadvisory Agreement, the Subadviser will be paid for each such Fund from the escrow account the lesser of (i) any costs incurred in performing services under this Interim Agreement (plus interest earned on that amount while in escrow); or (ii) the total amount in the escrow account (plus interest earned). Subadviser shall submit to the Adviser, on a monthly basis, a report itemizing its costs, as defined herein, including any supporting documentation.

6. REPRESENTATIONS AND WARRANTIES OF SUBADVISER. The Subadviser represents and warrants to the Adviser and the Trust as follows:

(a) The Subadviser is registered as an investment adviser under the Advisers Act;

(b) The Subadviser is registered as a Commodity Trading Advisor under the Commodity Exchange Act, as amended (the "CEA"), with the Commodity Futures Trading Commission (the "CFTC"), or is not required to file such registration;

(c) The Subadviser is a limited liability company duly organized and properly registered and operating under the laws of the State of Oregon with the power to own and possess its assets and carry on its business as it is now being conducted and as proposed to be conducted hereunder;

(d) The execution, delivery and performance by the Subadviser of this Agreement are within the Subadviser's powers and have been duly authorized by all necessary actions of its directors or shareholders, and no action by, or in respect of, or filing with, any governmental body, agency or official is required on the part of the Subadviser for execution, delivery and performance by the Subadviser of this Agreement, and the execution, delivery and performance by the Subadviser of this Agreement do not contravene or constitute a violation of, or a material default under, (i) any provision of applicable law, rule or regulation, (ii) the Subadviser's governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Subadviser; and

(e) The Form ADV of the Subadviser provided to the Adviser and the Trust is a true and complete copy of the form, including that part or parts of the Form ADV filed with the SEC, that part or parts maintained in the records of the Adviser, and/or that part or parts provided or offered to clients, in each case as required under the Advisers Act and rules thereunder, and the information contained therein is accurate and complete in all material respects and does not omit to state any material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading.

7. REPRESENTATIONS AND WARRANTIES OF ADVISER. The Adviser represents and warrants to the Subadviser as follows:

(a) The Adviser is registered as an investment adviser under the Advisers Act;

(b) The Adviser has filed a notice of exemption pursuant to Rule 4.14 under the CEA with the CFTC and the National Futures Association or is not required to file such exemption;

(c) The Adviser is a statutory trust duly organized and validly existing under the laws of the State of Delaware with the power to own and possess its assets and carry on its business as it is now being conducted and as proposed to be conducted hereunder;

(d) The execution, delivery and performance by the Adviser of this Agreement are within the Adviser's powers and have been duly authorized by all necessary action on the part of its directors, shareholders or managing unitholder, and no action by, or in respect of, or filing with, any governmental body, agency or official is required on the part of the Adviser for the execution, delivery and performance by the Adviser of this Agreement, and the execution, delivery and performance by the Adviser of this Agreement do not contravene or constitute a violation of, or a material default under, (i) any provision of applicable law, rule or regulation, (ii) the Adviser's governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Adviser;

(e) The Form ADV of the Adviser provided to the Subadviser and the Trust is a true and complete copy of the form, including that part or parts of the Form ADV filed with the SEC, that part or parts maintained in the records of the Adviser, and/or that part or parts provided or offered to clients, in each case as required under the Advisers Act and rules thereunder, and the information contained therein is accurate and complete in all material respects and does not omit to state any material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading;

(f) The Adviser acknowledges that it received a copy of the Subadviser's Form ADV prior to the execution of this Agreement; and

(g) The Adviser and the Trust have duly entered into the Advisory Agreement pursuant to which the Trust authorized the Adviser to delegate certain of its duties under the Advisory Agreement to other investment advisers, including without limitation, the appointment of a subadviser with respect to assets of each of the Trust's mutual fund series, including without limitation the Adviser's entering into and performing this Agreement.

8. REPRESENTATIONS AND WARRANTIES OF THE TRUST. The Trust represents and warrants to the Adviser and the Subadviser as follows:

(a) The Trust is a statutory trust duly formed and validly existing under the laws of the State of Delaware with the power to own and possess its assets and carry on its business as it is now being conducted and as proposed to be conducted hereunder;

(b) The Trust is registered as an investment company under the 1940 Act and has elected to qualify and has qualified, together with the Fund, as a regulated investment company under the Code, and the Fund's shares are registered under the Securities Act;

(c) The execution, delivery and performance by the Trust of this Agreement are within the Trust's powers and have been duly authorized by all necessary action on the part

of the Trust and its Board of Trustees, and no action by, or in respect of, or filing with, any governmental body, agency or official is required on the part of the Trust for the execution, delivery and performance by the Adviser of this Agreement, and the execution, delivery and performance by the Trust of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Trust's governing instruments, or
(iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Trust; and

(d) The Trust acknowledges that it received a copy of the Subadviser's Form ADV prior to the execution of this Agreement.

9. SURVIVAL OF REPRESENTATIONS AND WARRANTIES; DUTY TO UPDATE INFORMATION. All representations and warranties made by the Subadviser, the Adviser and the Trust pursuant to the recitals above and Sections 6, 7 and 8, respectively, shall survive for the duration of this Agreement and the parties hereto shall promptly notify each other in writing upon becoming aware that any of the foregoing representations and warranties are no longer true or accurate in all material effects.

10. LIABILITY AND INDEMNIFICATION.

(a) LIABILITY. The Subadviser shall exercise its best judgment in rendering its services in accordance with the terms of this Agreement, but otherwise, in the absence of willful misfeasance, bad faith or gross negligence on the part of the Subadviser or a reckless disregard of its duties hereunder, the Subadviser, each of its affiliates and all respective partners, officers, directors and employees ("Affiliates") and each person, if any, who within the meaning of the Securities Act controls the Subadviser ("Controlling Persons"), if any, shall not be subject to any expenses or liability to the Adviser, any other subadviser to a Fund, the Trust or a Fund or any of a Fund's shareholders, in connection with the matters to which this Agreement relates, including without limitation for any losses that may be sustained in the purchase, holding or sale of Subadviser Assets. The Adviser shall exercise its best judgment in rendering its obligations in accordance with the terms of this Agreement, but otherwise (except as set forth in Section 10(c) below), in the absence of willful misfeasance, bad faith or gross negligence on the part of the Adviser or a reckless disregard of its duties hereunder, the Adviser, any of its Affiliates and each of the Adviser's Controlling Persons, if any, shall not be subject to any liability to the Subadviser, for any act or omission in the case of, or connected with, rendering services hereunder or for any losses that may be sustained in the purchase, holding or sale of Subadviser Assets. Notwithstanding the foregoing, nothing herein shall relieve the Adviser and the Subadviser from any of their obligations under applicable law, including, without limitation, the federal and state securities laws and the CEA.

(b) INDEMNIFICATION. The Subadviser shall indemnify the Adviser, the Trust and the Fund, and their respective Affiliates and Controlling Persons for any liability and expenses, including without limitation reasonable attorneys' fees and expenses, which the Adviser, the Trust and/or the Fund and their respective Affiliates and Controlling Persons may sustain as a result of the Subadviser's willful misfeasance, bad faith, gross negligence, reckless disregard of its duties hereunder or violation of applicable law, including, without limitation, the federal and state securities laws or the CEA. The Adviser shall indemnify the Subadviser, its

Affiliates and its Controlling Persons, for any liability and expenses, including without limitation reasonable attorneys' fees and expenses, which may be sustained as a result of the Adviser's willful misfeasance, bad faith, gross negligence, reckless disregard of its duties hereunder or violation of applicable law, including, without limitation, the federal and state securities laws or the CEA.

The Trust shall indemnify the Subadviser, its Affiliates and its Controlling Persons, for any liability and expenses, including without limitation reasonable attorneys' fees and expenses, which may be sustained as a result of the Trust's willful misfeasance, bad faith, gross negligence, reckless disregard of its duties hereunder or violation of applicable law, including, without limitation, the federal and state securities laws or the CEA.

(c) The Subadviser shall not be liable to the Adviser for (i) any acts of the Adviser or any other subadviser to a Fund with respect to the portion of the assets of that Fund not managed by Subadviser, or (ii) acts of the Subadviser which result from acts of the Adviser, including, but not limited to, a failure of the Adviser to provide accurate and current information with respect to any records maintained by the Adviser or any other subadviser to a Fund, which records are not also maintained by or otherwise available to the Subadviser upon reasonable request. The Adviser agrees that Subadviser shall manage the Subadviser Assets as if they were a separate operating Fund as set forth in Section 2(b) of this Agreement. The Adviser shall indemnify the Subadviser, its Affiliates and Controlling Persons from any liability arising from the conduct of the Adviser and any other subadviser with respect to the portion of the Fund's assets not allocated to the Subadviser.

11. DURATION AND TERMINATION.

(a) DURATION. This Agreement shall become effective on May 1, 2007, and shall remain in full force and effect continuously until the date not later than 150 days from the effective date of this Interim Subadvisory Agreement, unless sooner terminated as provided herein.

(b) TERMINATION. This Interim Subadvisory Agreement will terminate as to any Fund listed on attached Exhibit A, upon the approval of the New Subadvisory Agreement by a majority of such Fund's outstanding voting securities. This Interim Subadvisory Agreement may also be terminated at any time, upon the vote of a majority of the Trustees, or with respect to any Fund, by the vote of a majority of such Fund's outstanding voting securities, as defined in the 1940 Act, upon not more than 10 (ten) calendar days written notice to the Advisor. Also, the Adviser may at any time terminate this Agreement by not less than sixty days' written notice to the Subadviser, and the Subadviser may at any time terminate this Agreement by not less than sixty days' written notice to the Adviser.

This Agreement shall not be assigned (as such term is defined in the 1940 Act) and shall terminate automatically in the event of its assignment or upon the termination of the Advisory Agreement.

12. DUTIES OF THE ADVISER. The Adviser shall continue to have responsibility for all services to be provided to the Fund pursuant to the Advisory Agreement and shall oversee and

review the Subadviser's performance of its duties under this Agreement. Nothing contained in this Agreement shall obligate the Adviser to provide any funding or other support for the purpose of directly or indirectly promoting investments in the Fund.

13. REFERENCE TO ADVISER AND SUBADVISER.

(a) Neither the Adviser nor any Affiliate or agent of the Adviser shall make reference to or use the name of Subadviser or any of its Affiliates, or any of their clients, except references concerning the identity of and services provided by the Subadviser to a Fund, which references shall not differ in substance from those included in the Prospectus and this Agreement, in any advertising or promotional materials without the prior approval of Subadviser, which approval shall not be unreasonably withheld or delayed. The Adviser hereby agrees to make all reasonable efforts to cause the Fund and any Affiliate thereof to satisfy the foregoing obligation.

(b) Neither the Subadviser nor any Affiliate or agent of the Subadviser shall make reference to or use the name of the Adviser or any of its Affiliates, or any of their clients, except references concerning the identity of and services provided by the Adviser to a Fund or to the Subadviser, which references shall not differ in substance from those included in the Prospectus and this Agreement, in any advertising or promotional materials without the prior approval of Adviser, which approval shall not be unreasonably withheld or delayed. The Subadviser hereby agrees to make all reasonable efforts to cause any Affiliate of the Subadviser to satisfy the foregoing obligation.

14. AMENDMENT. This Agreement may be amended by mutual consent of the parties, provided that the terms of any material amendment shall be approved by:
(a) the Trust's Board of Trustees or by a vote of a majority of the outstanding voting securities of the Funds (as required by the 1940 Act), and (b) the vote of a majority of those Trustees of the Trust who are not "interested persons" of any party to this Agreement cast in person at a meeting called for the purpose of voting on such approval, if such approval is required by applicable law.

15. CONFIDENTIALITY. Subject to the duties of the Adviser, the Trust and the Subadviser to comply with applicable law, including any demand of any regulatory or taxing authority having jurisdiction, the parties hereto shall treat as confidential and shall not disclose any and all information pertaining to the Fund and the actions of the Subadviser, the Adviser and the Fund in respect thereof; except to the extent:

(a) AUTHORIZED. The Adviser or the Trust has authorized such disclosure;

(b) COURT OR REGULATORY AUTHORITY. Disclosure of such information is expressly required or requested by a court or other tribunal of competent jurisdiction or applicable federal or state regulatory authorities;

(c) PUBLICLY KNOWN WITHOUT BREACH. Such information becomes known to the general public without a breach of this Agreement or a similar confidential disclosure agreement regarding such information;

(d) ALREADY KNOWN. Such information already was known by the party prior

to the date hereof;

(e) RECEIVED FROM THIRD PARTY. Such information was or is hereafter rightfully received by the party from a third party (expressly excluding the Fund's custodian, prime broker and administrator) without restriction on its disclosure and without breach of this Agreement or of a similar confidential disclosure agreement regarding them; or

(f) INDEPENDENTLY DEVELOPED. The party independently developed such information.

16. NOTICE. Any notice that is required to be given by the parties to each other under the terms of this Agreement shall be in writing, delivered, or mailed postpaid to the other parties, or transmitted by facsimile with acknowledgment of receipt, to the parties at the following addresses or facsimile numbers, which may from time to time be changed by the parties by notice to the other party:

(a) If to the Subadviser:

Morley Capital Management, Inc. (a.k.a. "Gartmore Morley Capital Management, Inc.," until May 1, 2007) 1200 River Road
Conshohocken, PA, 19428 Attention: Legal Department Facsimile: (484) 530-1323

(b) If to the Adviser:

Nationwide Fund Advisers (a.k.a. "Gartmore Mutual Fund Capital Trust," until May 1, 2007) 1200 River Road
Conshohocken, PA, 19428 Attention: Legal Department Facsimile: (484) 530-1323

(c) If to the Trust:

Nationwide Mutual Funds
(a.k.a. "Gartmore Mutual Funds," until May 1, 2007)

1200 River Road
Conshohocken, PA 19428
Attention: Legal Department
Facsimile: (484) 530-1323

17. JURISDICTION. This Agreement shall be governed by and construed in accordance with substantive laws of the State of Delaware without reference to choice of law principles thereof and in accordance with the 1940 Act. In the case of any conflict, the 1940 Act shall

control.

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

19. CERTAIN DEFINITIONS. For the purposes of this Agreement and except as otherwise provided herein, "interested person," "affiliated person," and "assignment" shall have their respective meanings as set forth in the 1940 Act, subject, however, to such exemptions as may be granted by the SEC.

20. CAPTIONS. The captions herein are included for convenience of reference only and shall be ignored in the construction or interpretation hereof.

21. SEVERABILITY. If any provision of this Agreement shall be held or made invalid by a court decision or applicable law, the remainder of the Agreement shall not be affected adversely and shall remain in full force and effect.

22. ENTIRE AGREEMENT. This Agreement, together with all exhibits, attachments and appendices, contains the entire understanding and agreement of the parties with respect to the subject matter hereof.

23. NATIONWIDE MUTUAL FUNDS (A.K.A. "GARTMORE MUTUAL FUNDS") AND ITS
TRUSTEES. The terms "Nationwide Mutual Funds" or "Gartmore Mutual Funds" and the "Trustees of Nationwide Mutual Funds" or "Trustees of Gartmore Mutual Funds" refer respectively to the Trust created and the Trustees, as trustees but not individually or personally, acting from time to time under the Declaration of Trust made and dated as of September 30, 2004, as has been or may be amended and/or restated from time to time, and to which reference is hereby made.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day and year first written above.

TRUST

NATIONWIDE MUTUAL FUNDS
(a.k.a. Gartmore Mutual Funds)

By: /S/JOHN GRADY
    ---------------------------------------------
Name: John Grady
Title: President

ADVISER

NATIONWIDE FUND ADVISORS
(a.k.a. Gartmore Mutual Fund Capital Trust)

By: /S/GERALD J. HOLLAND
    ---------------------------------------------
Name: Gerald J. Holland
Title: SVP-COO

SUBADVISER

MORLEY CAPITAL MANAGEMENT, INC. (a.k.a. Gartmore
Morley Capital Management, Inc.)

By: /S/JOHN GRADY
    ---------------------------------------------
Name: John Grady
Title: President

EXHIBIT A
TO INTERIM SUBADVISORY AGREEMENT
BETWEEN
GARTMORE MUTUAL FUNDS,
GARTMORE MUTUAL FUND CAPITAL TRUST
AND
GARTMORE MORLEY CAPITAL MANAGEMENT, INC.

--------------------------------------------------------------------------------------- -------------------------------------------
Funds of the Trust                                                                      Subadvisory Fees
--------------------------------------------------------------------------------------- -------------------------------------------
Nationwide Short Duration Bond Fund                                                     0.10% on Subadviser Assets up to $500
                                                                                        million; 0.0975% on Subadviser
                                                                                        Assets of $500 million and more
                                                                                        but less than $1 billion;
                                                                                        0.0925% for assets of $1 billion
                                                                                        and more


                                                   TRUST
                                                   NATIONWIDE MUTUAL FUNDS
                                                   (a.k.a. Gartmore Mutual Funds)


                                                   By: /s/John Grady
                                                       -------------------------
                                                   Name: John Grady
                                                   Title: President

                                                   ADVISER
                                                   NATIONWIDE FUND ADVISORS
                                                   (a.k.a. Gartmore Mutual Fund Capital Trust)



                                                   By: /s/Gerald J. Holland
                                                       -------------------------
                                                   Name: Gerald J. Holland
                                                   Title: SVP-COO

                                                   SUBADVISER
                                                   MORLEY CAPITAL MANAGEMENT, INC. (a.k.a. Gartmore Morley Capital
                                                   Management, Inc.)

                                                   By: /s/John Grady
                                                       -------------------------
                                                   Name: John Grady
                                                   Title: President

EXHIBIT B
INTERIM SUBADVISORY AGREEMENT AMONG
NATIONWIDE MUTUAL FUNDS,
NATIONWIDE FUND ADVISORS and
MORLEY CAPITAL MANAGEMENT, INC.
EFFECTIVE MAY 1, 2007

In connection with securities transactions for a Fund, the Subadviser that is (or whose affiliated person is) entering into the transaction, and any other investment manager that is advising an affiliate of the Fund (or portion of the Fund) (collectively, the "Managers" for the purposes of this Exhibit) entering into the transaction are prohibited from consulting with each other concerning transactions for the Fund in securities or other assets and, if both Managers are responsible for providing investment advice to the Fund, the Manager's responsibility in providing advice is expressly limited to a discrete portion of the Fund's portfolio that it manages.

This prohibition does not apply to communications by the Adviser in connection with the Adviser's (i) overall supervisory responsibility for the general management and investment of the Fund's assets; (ii) determination of the allocation of assets among the Manager(s), if any; and (iii) investment discretion with respect to the investment of Fund assets not otherwise assigned to a Manager.

TRUST
NATIONWIDE MUTUAL FUNDS
(a.k.a. Gartmore Mutual Funds)

By: /S/JOHN GRADY
    ------------------------------------------------
Name: John Grady
Title: President

ADVISER
NATIONWIDE FUND ADVISORS
(a.k.a. Gartmore Mutual Fund Capital Trust)

By: /S/GERALD J. HOLLAND
    ------------------------------------------------
Name: Gerald J. Holland
Title: SVP-COO

SUBADVISER
MORLEY CAPITAL MANAGEMENT, INC. (a.k.a. Gartmore
Morley Capital Management, Inc.)

By: /S/JOHN GRADY
    ------------------------------------------------
Name: John Grady
Title: President

EX-99(d)(4)(f)

SUBADVISORY AGREEMENT

THIS AGREEMENT is made and entered into effective the 1st day of May, 2007, by and among NATIONWIDE MUTUAL FUNDS (formerly Gartmore Mutual Funds) (the "Trust"), a Delaware statutory trust, NATIONWIDE FUND ADVISORS (formerly Gartmore Mutual Fund Capital Trust) (the "Adviser") a Delaware business trust registered under the Investment Advisers Act of 1940, as amended (the "Advisers Act"), and MORLEY CAPITAL MANAGEMENT, INC. (formerly Gartmore Morley Capital Management, Inc.) (the "Subadviser"), a corporation organized under the laws of the State of Oregon, and also registered under the Advisers Act.

WITNESSETH:

WHEREAS, the Trust is registered with the U.S. Securities and Exchange Commission (the "SEC") as an open-end management investment company under the Investment Company Act of 1940, as amended (the "1940 Act");

WHEREAS, the Adviser has, pursuant to an Investment Advisory Agreement with the Trust dated of the 1st day of May, 2007 (the "Advisory Agreement"), been retained to act as investment adviser for certain of the series of the Trust that are listed on Exhibit A to this Agreement (each, a "Fund");

WHEREAS, the Adviser represents that it is willing and possesses legal authority to render such services subject to the terms and conditions set forth in this Agreement;

WHEREAS, the Trust and the Adviser each represent that the Advisory Agreement permits the Adviser to delegate certain of its duties under the Advisory Agreement to other investment advisers, subject to the requirements of the 1940 Act; and

WHEREAS, the Adviser desires to retain the Subadviser to assist it in the provision of a continuous investment program for that portion of the Fund's assets that the Adviser will assign to the Subadviser, and the Subadviser is willing to render such services subject to the terms and conditions set forth in this Agreement,

NOW, THEREFORE, the parties do mutually agree and promise as follows with respect to each Fund:

1. Appointment as Subadviser. The Adviser hereby appoints the Subadviser to act as investment adviser for and to manage that portion or all of the assets of the Fund that the Adviser from time to time upon reasonable prior notice allocates to, and puts under the control of, the Subadviser (the "Subadviser Assets") subject to the supervision of the Adviser and the Board of Trustees of the Trust and subject to the terms of this Agreement; and the Subadviser hereby accepts such appointment. In such capacity, the Subadviser shall be responsible for the investment management of the Subadviser Assets. It is recognized that the Subadviser and certain of its affiliates now act, and that from time to time hereafter may act, as investment adviser to one or more other investment companies and to fiduciary or other managed accounts and that the Adviser and the Trust cannot object to such activities.

2. Duties of Subadviser.

a. Investments. The Subadviser is hereby authorized and directed and hereby agrees, subject to the stated investment policies and restrictions of the Fund as set forth in the Fund's prospectus and statement of additional information as currently in effect and, as soon as practical after the Trust, the Fund or the Adviser notifies the Subadviser thereof, as supplemented or amended from time to time (collectively referred to hereinafter as the "Prospectus") and subject to the directions of the Adviser and the Trust's Board of Trustees, to monitor on a continuous basis the performance of the Subadviser Assets and to conduct a continuous program of investment, evaluation and, if appropriate, sale and reinvestment of the Subadviser Assets. The Adviser agrees to provide the Subadviser with such assistance as may be reasonably requested by the Subadviser in connection with the Subadviser's activities under this Agreement, including, without limitation, providing information concerning the Fund, its funds available, or to become available, for investment and generally as to the conditions of the Fund's or the Trust's affairs.

b. Compliance with Applicable Laws and Governing Documents. In the performance of its services under this Agreement, the Subadviser shall act in conformity with the Prospectus and the Trust's Agreement and Declaration of Trust and By-Laws as currently in effect and, as soon as practical after the Trust, the Fund or the Adviser notifies the Subadviser thereof, as supplemented, amended and/or restated from time to time (referred to hereinafter as the "Declaration of Trust" and "By-Laws," respectively) and with the instructions and directions received in writing from the Adviser or the Trustees of the Trust and will conform to, and comply with, the requirements of the 1940 Act, the Internal Revenue Code of 1986, as amended (the "Code"), and all other applicable federal and state laws and regulations. Without limiting the preceding sentence, the Adviser promptly shall notify the Subadviser as to any act or omission of the Subadviser hereunder that the Adviser reasonably deems to constitute or to be the basis of any noncompliance or nonconformance with any of the Trust's Declaration of Trust and By-Laws and the Prospectus, the instructions and directions received in writing from the Adviser or the Trustees of the Trust or the 1940 Act, the Code, and all other applicable federal and state laws and regulations. Notwithstanding the foregoing, the Adviser shall remain responsible for ensuring the Fund's and the Trust's overall compliance with the 1940 Act, the Code and all other applicable federal and state laws and regulations and the Subadviser is only obligated to comply with this subsection (b) with respect to the Subadviser Assets. The Adviser timely will provide the Subadviser with a copy of the minutes of the meetings of the Board of Trustees of the Trust to the extent they may affect a Fund or the services of the Subadviser, copies of any financial statements or reports made by a Fund to its shareholders, and any further materials or information which the Subadviser may reasonably request to enable it to perform its functions under this Agreement.

The Adviser shall perform quarterly and annual tax compliance tests to ensure that the Fund is in compliance with Subchapter M and Section 817(h) of the Code. In connection with such compliance tests, the Adviser shall inform the Subadviser at least ten (10) business days prior to a calendar quarter end if the Subadviser Assets are out of compliance with the diversification requirements under either Subchapter M or Section 817(h). If the Adviser notifies the Subadviser that the Subadviser Assets are not in compliance with such requirements noted above, the Subadviser will take prompt action to bring the Subadviser Assets back into compliance within the time permitted under the Code thereunder.

The Adviser will provide the Subadviser with reasonable advance notice of any change in a Fund's investment objectives, policies and restrictions as stated in the Prospectus, and the Subadviser shall, in the performance of its duties and obligations under this Agreement, manage the Subadviser Assets consistent with such changes, provided that the Subadviser has received prompt notice of the effectiveness of such changes from the Trust or the Adviser. In addition to such notice, the Adviser shall provide to the Subadviser a copy of a modified Prospectus reflecting such changes. The Adviser acknowledges and will ensure that the Prospectus will at all times be in compliance with all disclosure requirements under all applicable federal and state laws and regulations relating to the Trust or the Fund, including, without limitation, the 1940 Act, and the rules and regulations thereunder, and that the Subadviser shall have no liability in connection therewith, except as to the accuracy of material information furnished in writing by the Subadviser to the Trust or to the Adviser specifically for inclusion in the Prospectus. The Subadviser hereby agrees to provide to the Adviser in a timely manner such information relating to the Subadviser and its relationship to, and actions for, the Trust as may be required to be contained in the Prospectus or in the Trust's Registration Statement on Form N-1A.

c. Voting of Proxies. The Adviser hereby delegates to the Subadviser the Adviser's discretionary authority to exercise voting rights with respect to the securities and other investments in the Subadviser Assets and authorizes the Subadviser to delegate further such discretionary authority to a designee identified in a notice given to the Trust and the Adviser. The Subadviser, including without limitation its designee, shall have the power to vote, either in person or by proxy, all securities in which the Subadviser Assets may be invested from time to time, and shall not be required to seek or take instructions from, the Adviser, the Fund or the Trust or take any action with respect thereto. If both the Subadviser and another entity managing assets of the Fund have invested the Fund's assets in the same security, the Subadviser and such other entity will each have the power to vote its pro rata share of the Fund's security.

The Subadviser will establish a written procedure for proxy voting in compliance with current applicable rules and regulations, including but not limited to Rule 30b1-4 under the 1940 Act. The Subadviser will provide the Adviser or its designee, a copy of such procedure and establish a process for the timely distribution of the Subadviser's voting record with respect to the Fund's securities and other information necessary for the Fund to complete information required by Form N-1A under the 1940 Act and the Securities Act of 1933, as amended (the "Securities Act"), Form N-PX under the 1940 Act, and Form N-CSR under the Sarbanes-Oxley Act of 2002, as amended, respectively.

d. Agent. Subject to any other written instructions of the Adviser or the Trust, the Subadviser is hereby appointed the Adviser's and the Trust's agent and attorney-in-fact for the limited purposes of executing account documentation, agreements, contracts and other documents as the Subadviser shall be requested by brokers, dealers, counterparties and other persons in connection with its management of the Subadviser Assets. The Subadviser agrees to provide the Adviser and the Trust with copies of any such agreements executed on behalf of the Adviser or the Trust.

e. Brokerage. The Subadviser is authorized, subject to the supervision of the Adviser and the plenary authority of the Trust's Board of Trustees, to establish and maintain accounts on behalf of the Fund with, and place orders for the investment and reinvestment, including without limitation purchase and sale, of the Subadviser Assets with or through, such persons, brokers (including, to the extent permitted by applicable law, any broker affiliated with the Subadviser) or dealers (collectively "Brokers") as the Subadviser may elect and negotiate commissions to be paid on such transactions. The Subadviser, however, is not required to obtain the consent of the Adviser or the Trust's Board of Trustees prior to establishing any such brokerage account. The Subadviser shall place all orders for the purchase and sale of portfolio investments for a Fund's account with Brokers selected by the Subadviser. In the selection of such Brokers and the placing of such orders, the Subadviser shall seek to obtain for the Fund the most favorable price and execution available, except to the extent it may be permitted to pay higher brokerage commissions for brokerage and research services, as provided below. In using its reasonable efforts to obtain for a Fund the most favorable price and execution available, the Subadviser, bearing in mind the best interests of each Fund at all times, shall consider all factors it deems relevant, including price, the size of the transaction, the breadth and nature of the market for the security, the difficulty of the execution, the amount of the commission, if any, the timing of the transaction, market prices and trends, the reputation, experience and financial stability of the Broker involved, and the quality of service rendered by the Broker in other transactions. Notwithstanding the foregoing, neither the Trust, the Fund nor the Adviser shall instruct the Subadviser to place orders with any particular Broker(s) with respect to the Subadviser Assets. Subject to such policies as the Trustees may determine, or as may be mutually agreed to by the Adviser and the Subadviser, the Subadviser is authorized but not obligated to cause, and shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused, the Fund to pay a Broker that provides brokerage and research services (within the meaning of Section 28(e) of the Securities Exchange Act of 1934) to the Subadviser an amount of commission for effecting a Subadviser Assets' investment transaction that is in excess of the amount of commission that another Broker would have charged for effecting that transaction if, but only if, the Subadviser determines in good faith that such commission was reasonable in relation to the value of the brokerage and research services provided by such Broker viewed in terms of either that particular transaction or the overall responsibility of the Subadviser with respect to the accounts as to which it exercises investment discretion.

It is recognized that the services provided by such Brokers may be useful to the Subadviser in connection with the Subadviser's services to other clients. On occasions when the Subadviser deems the purchase or sale of a security to be in the best interests of the Fund with respect to the Subadviser Assets as well as other clients of the Subadviser, the Subadviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be sold or purchased in order to obtain the most favorable price or lower brokerage commissions and efficient execution. In such event, allocation of securities so sold or purchased, as well as the expenses incurred in the transaction, will be made by the Subadviser in the manner the Subadviser considers to be the most equitable and consistent with its fiduciary obligations to each Fund and to such other clients. It is recognized that in some cases, this procedure may adversely affect the price paid or received by the Fund or the size of the position obtainable for, or disposed of by, the Fund with respect to the Subadviser Assets.

f. Securities Transactions. The Subadviser and any affiliated person of the Subadviser will not purchase securities or other instruments from or sell securities or other instruments to the Fund; provided, however, the Subadviser or any affiliated person of the Subadviser may purchase securities or other instruments from or sell securities or other instruments to the Fund if such transaction is permissible under applicable laws and regulations, including, without limitation, the 1940 Act and the Advisers Act and the rules and regulations promulgated thereunder.

The Subadviser, on its own behalf and with respect to its Access Persons (as defined in subsection (e) of Rule 17j-1 under the 1940 Act), agrees to observe and comply with Rule 17j-1 and its Code of Ethics (which shall comply in all material respects with Rule 17j-1), as the same may be amended from time to time. On at least an annual basis, the Subadviser will comply with the reporting requirements of Rule 17j-1, which may include either (i) certifying to the Adviser that the Subadviser and its Access Persons have complied with the Subadviser's Code of Ethics with respect to the Subadviser Assets or (ii) identifying any violations which have occurred with respect to the Subadviser Assets. The Subadviser will have also submitted its Code of Ethics for its initial approval by the Board of Trustees no later than the date of execution of this agreement and subsequently within six months of any material change thereto.

g. Books and Records. The Subadviser shall maintain separate detailed records as are required by applicable laws and regulations of all matters hereunder pertaining to the Subadviser Assets (the "Fund's Records"), including, without limitation, brokerage and other records of all securities transactions. The Subadviser acknowledges that the Fund's Records are property of the Trust; except to the extent that the Subadviser is required to maintain the Fund's Records under the Advisers Act or other applicable law and except that the Subadviser, at its own expense, is entitled to make and keep a copy of the Fund's Records for its internal files. The Fund's Records shall be available to the Adviser or the Trust at any time upon reasonable request during normal business hours and shall be available for telecopying promptly to the Adviser during any day that the Fund is open for business as set forth in the Prospectus.

h. Information Concerning Subadviser Assets and Subadviser. From time to time as the Adviser or the Trust reasonably may request in good faith, the Subadviser will furnish the requesting party reports on portfolio transactions and reports on the Subadviser Assets, all in such reasonable detail as the parties may reasonably agree in good faith. The Subadviser will also inform the Adviser in a timely manner of material changes in portfolio managers responsible for Subadviser Assets, any changes in the ownership or management of the Subadviser, or of material changes in the control of the Subadviser. Upon the Trust's or the Adviser's reasonable request, the Subadviser will make available its officers and employees to meet with the Trust's Board of Trustees to review the Subadviser Assets via telephone on a quarterly basis and on a less frequent basis as agreed upon by the parties in person.

Subject to the other provisions of this Agreement, the Subadviser will also provide such information or perform such additional acts with respect to the Subadviser Assets as are reasonably required for the Trust or the Adviser to comply with their respective obligations under applicable laws, including without limitation, the Code, the 1940 Act, the Advisers Act, and the Securities Act, and any rule or regulation thereunder.

i. Custody Arrangements. The Trust or the Adviser shall notify the Subadviser of the identities of its custodian banks and the custody arrangements therewith with respect to the Subadviser Assets and shall give the Subadviser written notice of any changes in such custodian banks or custody arrangements. The Subadviser shall on each business day provide the Adviser and the Trust's custodian such information as the Adviser and the Trust's custodian may reasonably request in good faith relating to all transactions concerning the Subadviser Assets. The Trust shall instruct its custodian banks to (A) carry out all investment instructions as may be directed by the Subadviser with respect to the Subadviser Assets (which instructions may be orally given if confirmed in writing); and (B) provide the Subadviser with all operational information necessary for the Subadviser to trade the Subadviser Assets on behalf of the Fund. The Subadviser shall have no liability for the acts or omissions of the authorized custodian(s), unless such act or omission is required by and taken in reliance upon instructions given to the authorized custodian(s) by a representative of the Subadviser properly authorized (pursuant to written instruction by the Adviser) to give such instructions.

3. Independent Contractor. In the performance of its services hereunder, the Subadviser is and shall be an independent contractor and unless otherwise expressly provided herein or otherwise authorized in writing, shall have no authority to act for or represent the Fund, the Trust or the Adviser in any way or otherwise be deemed an agent of the Fund, the Trust or the Adviser.

4. Expenses. During the term of this Agreement, the Subadviser will pay all expenses incurred by it in connection with its activities under this Agreement. The Subadviser shall, at its sole expense, employ or associate itself with such persons as it believes to be particularly fitted to assist it in the execution of its duties under this Agreement. The Subadviser shall not be responsible for the Trust's, the Fund's or Adviser's expenses, which shall include, but not be limited to, the cost of securities, commodities and other investments (including brokerage commissions and other transaction charges, if any) purchased for a Fund and any losses incurred in connection therewith, expenses of holding or carrying Subadviser Assets, including, without limitation, expenses of dividends on stock borrowed to cover a short sale and interest, fees or other charges incurred in connection with leverage and related borrowings with respect to the Subadviser Assets, organizational and offering expenses (which include, but are not limited to, out-of-pocket expenses, but not overhead or employee costs of the Subadviser); expenses for legal, accounting and auditing services; taxes and governmental fees; dues and expenses incurred in connection with membership in investment company organizations; costs of printing and distributing shareholder reports, proxy materials, prospectuses, stock certificates and distribution of dividends; charges of the Fund's custodians and sub-custodians, administrators and sub-administrators, registrars, transfer agents, dividend disbursing agents and dividend reinvestment plan agents; payment for portfolio pricing services to a pricing agent, if any; registration and filing fees of the SEC; expenses of registering or qualifying securities of the Fund for sale in the various states; freight and other charges in connection with the shipment of the Fund's portfolio securities; fees and expenses of non-interested Trustees; salaries of shareholder relations personnel; costs of shareholders meetings; insurance; interest; brokerage costs; and litigation and other extraordinary or non-recurring expenses. The Trust or the Adviser, as the case may be, shall reimburse the Subadviser for any expenses of the Funds or the Adviser as may be reasonably incurred by such Subadviser on behalf of the Fund or the Adviser. The Subadviser shall keep and supply to the Trust and the Adviser reasonable records of all such expenses.

5. Compensation. For the services provided pursuant to this Agreement, the Subadviser is entitled to the fee listed for the Fund on Exhibit A hereto. Such fees will be computed daily and paid no later than the seventh (7th) business day following the end of each month, from the Adviser, calculated at an annual rate based on the Subadviser Assets' average daily net assets.

The method of determining the net asset value of the Subadviser Assets for purposes hereof shall be the same as the method of determining net asset value for purposes of establishing the offering and redemption price of the shares of the Trust as described in the Fund's Prospectus. If this Agreement shall be effective for only a portion of a month with respect to the Fund, the aforesaid fee shall be prorated for the portion of such month during which this Agreement is in effect for the Fund.

6. Representations and Warranties of Subadviser. The Subadviser represents and warrants to the Adviser and the Trust as follows:

a. The Subadviser is registered as an investment adviser under the Advisers Act;

b. The Subadviser is registered as a Commodity Trading Advisor under the Commodity Exchange Act, as amended (the "CEA"), with the Commodity Futures Trading Commission (the "CFTC"), or is not required to file such registration;

c. The Subadviser is a corporation duly organized and properly registered and operating under the laws of the State of Oregon with the power to own and possess its assets and carry on its business as it is now being conducted and as proposed to be conducted hereunder;

d. The execution, delivery and performance by the Subadviser of this Agreement are within the Subadviser's powers and have been duly authorized by all necessary actions of its directors or shareholders, and no action by, or in respect of, or filing with, any governmental body, agency or official is required on the part of the Subadviser for execution, delivery and performance by the Subadviser of this Agreement, and the execution, delivery and performance by the Subadviser of this Agreement do not contravene or constitute a violation of, or a material default under, (i) any provision of applicable law, rule or regulation, (ii) the Subadviser's governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Subadviser; and

e. The Form ADV of the Subadviser previously provided to the Adviser and the Trust is a true and complete copy of the form, including that part or parts of the Form ADV filed with the SEC, that part or parts maintained in the records of the Adviser, and/or that part or parts provided or offered to clients, in each case as required under the Advisers Act and rules thereunder, and the information contained therein is accurate and complete in all material respects and does not omit to state any material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading.

7. Representations and Warranties of Adviser. The Adviser represents and warrants to the Subadviser as follows:

a. The Adviser is registered as an investment adviser under the Advisers Act;

b. The Adviser has filed a notice of exemption pursuant to Rule 4.14 under the CEA with the CFTC and the National Futures Association or is not required to file such exemption;

c. The Adviser is a business trust duly organized and validly existing under the laws of the State of Delaware with the power to own and possess its assets and carry on its business as it is now being conducted and as proposed to be conducted hereunder;

d. The execution, delivery and performance by the Adviser of this Agreement are within the Adviser's powers and have been duly authorized by all necessary action on the part of its directors, shareholders or managing unitholder, and no action by, or in respect of, or filing with, any governmental body, agency or official is required on the part of the Adviser for the execution, delivery and performance by the Adviser of this Agreement, and the execution, delivery and performance by the Adviser of this Agreement do not contravene or constitute a violation of, or a material default under, (i) any provision of applicable law, rule or regulation, (ii) the Adviser's governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Adviser;

e. The Form ADV of the Adviser previously provided to the Subadviser and the Trust is a true and complete copy of the form, including that part or parts of the Form ADV filed with the SEC, that part or parts maintained in the records of the Adviser, and/or that part or parts provided or offered to clients, in each case as required under the Advisers Act and rules thereunder, and the information contained therein is accurate and complete in all material respects and does not omit to state any material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading;

f. The Adviser acknowledges that it received a copy of the Subadviser's Form ADV prior to the execution of this Agreement; and

g. The Adviser and the Trust have duly entered into the Advisory Agreement pursuant to which the Trust authorized the Adviser to delegate certain of its duties under the Advisory Agreement to other investment advisers, including without limitation, the appointment of a subadviser with respect to assets of each of the Trust's mutual fund series, including without limitation the Adviser's entering into and performing this Agreement.

8. Representations and Warranties of the Trust. The Trust represents and warrants to the Adviser and the Subadviser as follows:

a. The Trust is a statutory trust duly formed and validly existing under the laws of the State of Delaware with the power to own and possess its assets and carry on its business as it is now being conducted and as proposed to be conducted hereunder;

b. The Trust is registered as an investment company under the 1940 Act and has elected to qualify and has qualified, together with the Fund, as a regulated investment company under the Code, and the Fund's shares are registered under the Securities Act;

c. The execution, delivery and performance by the Trust of this Agreement are within the Trust's powers and have been duly authorized by all necessary action on the part of the Trust and its Board of Trustees, and no action by, or in respect of, or filing with, any governmental body, agency or official is required on the part of the Trust for the execution, delivery and performance by the Trust of this Agreement, and the execution, delivery and performance by the Trust of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Trust's governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Trust; and

d. The Trust acknowledges that it received a copy of the Subadviser's Form ADV prior to the execution of this Agreement.

9. Survival of Representations and Warranties; Duty to Update Information. All representations and warranties made by the Subadviser, the Adviser and the Trust pursuant to the recitals above and Sections 6, 7 and 8, respectively, shall survive for the duration of this Agreement and the parties hereto shall promptly notify each other in writing upon becoming aware that any of the foregoing representations and warranties are no longer true or accurate in all material effects.

10. Liability and Indemnification.

a. Liability. The Subadviser shall exercise its best judgment in rendering its services in accordance with the terms of this Agreement, but otherwise, in the absence of willful misfeasance, bad faith or gross negligence on the part of the Subadviser or a reckless disregard of its duties hereunder, the Subadviser, each of its affiliates and all respective partners, officers, directors and employees ("Affiliates") and each person, if any, who within the meaning of the Securities Act controls the Subadviser ("Controlling Persons"), if any, shall not be subject to any expenses or liability to the Adviser, any other subadviser to a Fund, the Trust or a Fund or any of a Fund's shareholders, in connection with the matters to which this Agreement relates, including without limitation for any losses that may be sustained in the purchase, holding or sale of Subadviser Assets. The Adviser shall exercise its best judgment in rendering its obligations in accordance with the terms of this Agreement, but otherwise (except as set forth in Section 10(c) below), in the absence of willful misfeasance, bad faith or gross negligence on the part of the Adviser or a reckless disregard of its duties hereunder, the Adviser, any of its Affiliates and each of the Adviser's Controlling Persons, if any, shall not be subject to any liability to the Subadviser, for any act or omission in the case of, or connected with, rendering services hereunder or for any losses that may be sustained in the purchase, holding or sale of Subadviser Assets. Notwithstanding the foregoing, nothing herein shall relieve the Adviser and the Subadviser from any of their obligations under applicable law, including, without limitation, the federal and state securities laws and the CEA.

b. Indemnification. The Subadviser shall indemnify the Adviser, the Trust and the Fund, and their respective Affiliates and Controlling Persons for any liability and expenses, including without limitation reasonable attorneys' fees and expenses, which the Adviser, the Trust and/or the Fund and their respective Affiliates and Controlling Persons may sustain as a result of the Subadviser's willful misfeasance, bad faith, gross negligence, reckless disregard of its duties hereunder or violation of applicable law, including, without limitation, the federal and state securities laws or the CEA. The Adviser shall indemnify the Subadviser, its Affiliates and its Controlling Persons, for any liability and expenses, including without limitation reasonable attorneys' fees and expenses, which may be sustained as a result of the Adviser's willful misfeasance, bad faith, gross negligence, reckless disregard of its duties hereunder or violation of applicable law, including, without limitation, the federal and state securities laws or the CEA.

The Trust shall indemnify the Subadviser, its Affiliates and its Controlling Persons, for any liability and expenses, including without limitation reasonable attorneys' fees and expenses, which may be sustained as a result of the Trust's willful misfeasance, bad faith, gross negligence, reckless disregard of its duties hereunder or violation of applicable law, including, without limitation, the federal and state securities laws or the CEA.

c. The Subadviser shall not be liable to the Adviser for (i) any acts of the Adviser or any other subadviser to a Fund with respect to the portion of the assets of that Fund not managed by the Subadviser, or (ii) acts of the Subadviser which result from acts of the Adviser, including, but not limited to, a failure of the Adviser to provide accurate and current information with respect to any records maintained by the Adviser or any other subadviser to a Fund, which records are not also maintained by or otherwise available to the Subadviser upon reasonable request. The Adviser agrees that the Subadviser shall manage the Subadviser Assets as if they were a separate operating Fund as set forth in Section 2(b) of this Agreement. The Adviser shall indemnify the Subadviser, its Affiliates and Controlling Persons from any liability arising from the conduct of the Adviser and any other subadviser with respect to the portion of the Fund's assets not allocated to the Subadviser.

11. Duration and Termination.

a. Duration. Unless sooner terminated, this Agreement shall continue until May 1, 2008 with respect to any Fund covered by this Agreement initially and for any Fund subsequently added to this Agreement, an initial period of no more than two years that terminates on the second May 1st that occurs following the effective date of this Agreement with respect to such Fund, and thereafter shall continue automatically for successive annual periods with respect to each such Fund, provided such continuance is specifically approved at least annually by the Trust's Board of Trustees or the vote of the lesser of (a) 67% of the shares of the Fund represented at a meeting if holders of more than 50% of the outstanding shares of the Fund are present in person or by proxy or (b) more than 50% of the outstanding shares of the Fund; provided that in either event its continuance also is approved by a majority of the Trust's Trustees who are not "interested persons" (as defined in the 1940 Act) of any party to this Agreement, by vote cast in person at a meeting called for the purpose of voting on such approval.

b. Termination. Notwithstanding whatever may be provided herein to the contrary, this Agreement may be terminated at any time with respect to the Fund, without payment of any penalty:

(i) By vote of a majority of the Trust's Board of Trustees, or by "vote of a majority of the outstanding voting securities" of the Fund (as defined in the 1940 Act), or by the Adviser, in each case, upon not more than 60 days' written notice to the Subadviser;

(ii) By any party hereto immediately upon written notice to the other parties in the event of a breach of any provision of this Agreement by either of the other parties; or

(iii) By the Subadviser upon not more than 60 days' written notice to the Adviser and the Trust.

This Agreement shall not be assigned (as such term is defined in the 1940 Act) and shall terminate automatically in the event of its assignment or upon the termination of the Advisory Agreement.

12. Duties of the Adviser. The Adviser shall continue to have responsibility for all services to be provided to the Fund pursuant to the Advisory Agreement and shall oversee and review the Subadviser's performance of its duties under this Agreement. Nothing contained in this Agreement shall obligate the Adviser to provide any funding or other support for the purpose of directly or indirectly promoting investments in the Fund.

13. Reference to Adviser and Subadviser.

a. Neither the Adviser nor any Affiliate or agent of the Adviser shall make reference to or use the name of Subadviser or any of its Affiliates, or any of their clients, except references concerning the identity of and services provided by the Subadviser to a Fund, which references shall not differ in substance from those included in the Prospectus and this Agreement, in any advertising or promotional materials without the prior approval of the Subadviser, which approval shall not be unreasonably withheld or delayed. The Adviser hereby agrees to make all reasonable efforts to cause the Fund and any Affiliate thereof to satisfy the foregoing obligation.

b. Neither the Subadviser nor any Affiliate or agent of it shall make reference to or use the name of the Adviser or any of its Affiliates, or any of their clients, except references concerning the identity of and services provided by the Adviser to a Fund or to the Subadviser, which references shall not differ in substance from those included in the Prospectus and this Agreement, in any advertising or promotional materials without the prior approval of the Adviser, which approval shall not be unreasonably withheld or delayed. The Subadviser hereby agrees to make all reasonable efforts to cause any Affiliate of the Subadviser to satisfy the foregoing obligation.

14. Amendment. This Agreement may be amended by mutual consent of the parties, provided that the terms of any material amendment shall be approved by:
(a) the Trust's Board of Trustees or by a vote of a majority of the outstanding voting securities of the Funds (as required by the 1940 Act), and (b) the vote of a majority of those Trustees of the Trust who are not "interested persons" of any party to this Agreement cast in person at a meeting called for the purpose of voting on such approval, if such approval is required by applicable law.

15. Confidentiality. Subject to the duties of the Adviser, the Trust and the Subadviser to comply with applicable law, including any demand of any regulatory or taxing authority having jurisdiction, the parties hereto shall treat as confidential and shall not disclose any and all information pertaining to the Fund and the actions of the Subadviser, the Adviser and the Fund in respect thereof; except to the extent:

a. Authorized. The Adviser or the Trust has authorized such disclosure;

b. Court or Regulatory Authority. Disclosure of such information is expressly required or requested by a court or other tribunal of competent jurisdiction or applicable federal or state regulatory authorities;

c. Publicly Known Without Breach. Such information becomes known to the general public without a breach of this Agreement or a similar confidential disclosure agreement regarding such information;

d. Already Known. Such information already was known by the party prior to the date hereof;

e. Received From Third Party. Such information was or is hereafter rightfully received by the party from a third party (expressly excluding the Fund's custodian, prime broker and administrator) without restriction on its disclosure and without breach of this Agreement or of a similar confidential disclosure agreement regarding them; or

f. Independently Developed. The party independently developed such information.

16. Notice. Any notice that is required to be given by the parties to each other under the terms of this Agreement shall be in writing, delivered, or mailed postpaid to the other parties, or transmitted by facsimile with acknowledgment of receipt, to the parties at the following addresses or facsimile numbers, which may from time to time be changed by the parties by notice to the other parties:

If to the Subadviser:

Morley Capital Management, Inc.
1200 River Road
Conshohocken, PA 19428
Attention: Legal Department
Facsimile: (484) 530-1323

If to the Adviser:

Nationwide Fund Advisors
1200 River Road
Conshohocken, PA 19428
Attention: Legal Department
Facsimile: (484) 530-1323

If to the Trust:

Nationwide Mutual Funds
1200 River Road
Conshohocken, PA 19428
Attention: Legal Department
Facsimile: (484) 530-1323

17. Jurisdiction. This Agreement shall be governed by and construed in accordance with substantive laws of the State of Delaware without reference to choice of law principles thereof and in accordance with the 1940 Act. In the case of any conflict, the 1940 Act shall control.

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

19. Certain Definitions. For the purposes of this Agreement and except as otherwise provided herein, "interested person," "affiliated person," and "assignment" shall have their respective meanings as set forth in the 1940 Act, subject, however, to such exemptions as may be granted by the SEC.

20. Captions. The captions herein are included for convenience of reference only and shall be ignored in the construction or interpretation hereof.

21. Severability. If any provision of this Agreement shall be held or made invalid by a court decision or applicable law, the remainder of the Agreement shall not be affected adversely and shall remain in full force and effect.

22. Entire Agreement. This Agreement, together with all exhibits, attachments and appendices, contains the entire understanding and agreement of the parties with respect to the subject matter hereof.

23. Nationwide Mutual Funds and its Trustees. The terms "Nationwide Mutual Funds" and the "Trustees of Nationwide Mutual Funds" refer respectively to the Trust created and the Trustees, as trustees but not individually or personally, acting from time to time under the Declaration of Trust made and dated as of September 30, 2004, as has been or may be amended and/or restated from time to time, and to which reference is hereby made.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day and year first written above.

TRUST:
NATIONWIDE MUTUAL FUNDS

By: /s/ John Grady
    ---------------------------------------
Name: John Grady
Title: President

ADVISER:
NATIONWIDE FUND ADVISORS

By: /s/Gerald J. Holland
    ---------------------------------------
Name: Gerald J. Holland
Title: SVP-COO

SUBADVISER:
MORLEY CAPITAL MANAGEMENT, INC.

By: /s/ John Grady
    ---------------------------------------
Name: John Grady
Title: President

EXHIBIT A
SUBADVISORY AGREEMENT
AMONG
NATIONWIDE FUND ADVISORS,
NATIONWIDE MUTUAL FUNDS
AND MORLEY CAPITAL MANAGEMENT, INC.

         Funds of the Trust                                Subadvisory Fees
-------------------------------------------- --------------------------------------------
Nationwide  Short Duration Bond Fund          0.10% on Subadviser Assets up to $500 million
                                              0.0975% on Subadviser Assets of $500 million
                                              and more but less than $1 billion
                                              0.0925% on Subadviser Assets of $1 billion or
                                              more

Nationwide Enhanced Income Fund               0.10% on Subadviser Assets up to $500 million
                                              0.0975% on Subadviser Assets of $500 million
                                              and more but less than $1 billion
                                              0.0925% on Subadviser Assets of $1 billion or
                                              more

EXHIBIT B

SUBADVISORY AGREEMENT AMONG
NATIONWIDE MUTUAL FUNDS,
NATIONWIDE FUND ADVISORS AND
MORLEY CAPITAL MANAGEMENT, INC.

Effective May 1, 2007

In connection with securities transactions for a Fund, the Subadviser that is (or whose affiliated person is) entering into the transaction, and any other investment manager that is advising an affiliate of the Fund (or portion of the Fund) (collectively, the "Managers" for the purposes of this Exhibit) entering into the transaction are prohibited from consulting with each other concerning transactions for the Fund in securities or other assets and, if both Managers are responsible for providing investment advice to the Fund, the Manager's responsibility in providing advice is expressly limited to a discrete portion of the Fund's portfolio that it manages.

This prohibition does not apply to communications by the Adviser in connection with the Adviser's (i) overall supervisory responsibility for the general management and investment of the Fund's assets; (ii) determination of the allocation of assets among the Manager(s), if any; and

(iii) investment discretion with respect to the investment of Fund assets not otherwise assigned to a Manager.

TRUST:
NATIONWIDE MUTUAL FUNDS

By: /s/ John Grady
    ---------------------------------------
Name: John Grady
Title: President

ADVISER:
NATIONWIDE FUND ADVISORS

By: /s/ Gerald J. Holland
    ---------------------------------------
Name: Gerald J. Holland
Title: SVP-COO

SUBADVISER:
MORLEY CAPITAL MANAGEMENT, INC.

By: /s/ John Grady
    ---------------------------------------
Name: John Grady
Title: President

EX-99(d)(4)(g)

SUBADVISORY AGREEMENT

THIS AGREEMENT is made and entered into effective the 1st day of May, 2007, by and among NATIONWIDE MUTUAL FUNDS (formerly Gartmore Mutual Funds) (the "Trust"), a Delaware statutory trust, NATIONWIDE FUND ADVISORS (formerly Gartmore Mutual Fund Capital Trust) (the "Adviser") a Delaware statutory trust registered under the Investment Advisers Act of 1940, as amended (the "Advisers Act"), and NATIONWIDE SEPARATE ACCOUNTS, LLC, a limited liability company organized under the laws of the State of New York (the "Subadviser"), and also registered under the Advisers Act.

WITNESSETH:

WHEREAS, the Trust is registered with the U.S. Securities and Exchange Commission (the "SEC") as an open-end management investment company under the Investment Company Act of 1940, as amended (the "1940 Act");

WHEREAS, the Adviser has, pursuant to an Investment Advisory Agreement with the Trust dated of the 1st day of May, 2007 (the "Advisory Agreement"), been retained to act as investment adviser for certain of the series of the Trust that are listed on Exhibit A to this Agreement (each, a "Fund");

WHEREAS, the Adviser represents that it is willing and possesses legal authority to render such services subject to the terms and conditions set forth in this Agreement;

WHEREAS, the Trust and the Adviser each represent that the Advisory Agreement permits the Adviser to delegate certain of its duties under the Advisory Agreement to other investment advisers, subject to the requirements of the 1940 Act; and

WHEREAS, the Adviser desires to retain the Subadviser to assist it in the provision of a continuous investment program for that portion of the Fund's assets that the Adviser will assign to the Subadviser, and the Subadviser is willing to render such services subject to the terms and conditions set forth in this Agreement,

NOW, THEREFORE, the parties do mutually agree and promise as follows with respect to each Fund:

1. Appointment as Subadviser. The Adviser hereby appoints the Subadviser to act as investment adviser for and to manage that portion or all of the assets of the Fund that the Adviser from time to time upon reasonable prior notice allocates to, and puts under the control of, the Subadviser (the "Subadviser Assets") subject to the supervision of the Adviser and the Board of Trustees of the Trust and subject to the terms of this Agreement; and the Subadviser hereby accepts such appointment. In such capacity, the Subadviser shall be responsible for the investment management of the Subadviser Assets. It is recognized that the Subadviser and certain of its affiliates now act, and that from time to time hereafter may act, as investment adviser to one or more other investment companies and to fiduciary or other managed accounts and that the Adviser and the Trust cannot object to such activities.

2. Duties of Subadviser.

a. Investments. The Subadviser is hereby authorized and directed and hereby agrees, subject to the stated investment policies and restrictions of the Fund as set forth in the Fund's prospectus and statement of additional information as currently in effect and, as soon as practical after the Trust, the Fund or the Adviser notifies the Subadviser thereof, as supplemented or amended from time to time (collectively referred to hereinafter as the "Prospectus") and subject to the directions of the Adviser and the Trust's Board of Trustees, to monitor on a continuous basis the performance of the Subadviser Assets and to conduct a continuous program of investment, evaluation and, if appropriate, sale and reinvestment of the Subadviser Assets. The Adviser agrees to provide the Subadviser with such assistance as may be reasonably requested by the Subadviser in connection with the Subadviser's activities under this Agreement, including, without limitation, providing information concerning the Fund, its funds available, or to become available, for investment and generally as to the conditions of the Fund's or the Trust's affairs.

b. Compliance with Applicable Laws and Governing Documents. In the performance of its services under this Agreement, the Subadviser shall act in conformity with the Prospectus and the Trust's Agreement and Declaration of Trust and By-Laws as currently in effect and, as soon as practical after the Trust, the Fund or the Adviser notifies the Subadviser thereof, as supplemented, amended and/or restated from time to time (referred to hereinafter as the "Declaration of Trust" and "By-Laws," respectively) and with the instructions and directions received in writing from the Adviser or the Trustees of the Trust and will conform to, and comply with, the requirements of the 1940 Act, the Internal Revenue Code of 1986, as amended (the "Code"), and all other applicable federal and state laws and regulations. Without limiting the preceding sentence, the Adviser promptly shall notify the Subadviser as to any act or omission of the Subadviser hereunder that the Adviser reasonably deems to constitute or to be the basis of any noncompliance or nonconformance with any of the Trust's Declaration of Trust and By-Laws and the Prospectus, the instructions and directions received in writing from the Adviser or the Trustees of the Trust or the 1940 Act, the Code, and all other applicable federal and state laws and regulations. Notwithstanding the foregoing, the Adviser shall remain responsible for ensuring the Fund's and the Trust's overall compliance with the 1940 Act, the Code and all other applicable federal and state laws and regulations and the Subadviser is only obligated to comply with this subsection (b) with respect to the Subadviser Assets. The Adviser timely will provide the Subadviser with a copy of the minutes of the meetings of the Board of Trustees of the Trust to the extent they may affect a Fund or the services of the Subadviser, copies of any financial statements or reports made by a Fund to its shareholders, and any further materials or information which the Subadviser may reasonably request to enable it to perform its functions under this Agreement.

The Adviser shall perform quarterly and annual tax compliance tests to ensure that the Fund is in compliance with Subchapter M and Section 817(h) of the Code. In connection with such compliance tests, the Adviser shall inform the Subadviser at least ten (10) business days prior to a calendar quarter end if the Subadviser Assets are out of compliance with the diversification requirements under either Subchapter M or Section 817(h). If the Adviser notifies the Subadviser that the Subadviser Assets are not in compliance with

such requirements noted above, the Subadviser will take prompt action to bring the Subadviser Assets back into compliance within the time permitted under the Code thereunder.

The Adviser will provide the Subadviser with reasonable advance notice of any change in a Fund's investment objectives, policies and restrictions as stated in the Prospectus, and the Subadviser shall, in the performance of its duties and obligations under this Agreement, manage the Subadviser Assets consistent with such changes, provided that the Subadviser has received prompt notice of the effectiveness of such changes from the Trust or the Adviser. In addition to such notice, the Adviser shall provide to the Subadviser a copy of a modified Prospectus reflecting such changes. The Adviser acknowledges and will ensure that the Prospectus will at all times be in compliance with all disclosure requirements under all applicable federal and state laws and regulations relating to the Trust or the Fund, including, without limitation, the 1940 Act, and the rules and regulations thereunder, and that the Subadviser shall have no liability in connection therewith, except as to the accuracy of material information furnished in writing by the Subadviser to the Trust or to the Adviser specifically for inclusion in the Prospectus. The Subadviser hereby agrees to provide to the Adviser in a timely manner such information relating to the Subadviser and its relationship to, and actions for, the Trust as may be required to be contained in the Prospectus or in the Trust's Registration Statement on Form N-1A.

c. Voting of Proxies. The Adviser hereby delegates to the Subadviser the Adviser's discretionary authority to exercise voting rights with respect to the securities and other investments in the Subadviser Assets and authorizes the Subadviser to delegate further such discretionary authority to a designee identified in a notice given to the Trust and the Adviser. The Subadviser, including without limitation its designee, shall have the power to vote, either in person or by proxy, all securities in which the Subadviser Assets may be invested from time to time, and shall not be required to seek or take instructions from, the Adviser, the Fund or the Trust or take any action with respect thereto. If both the Subadviser and another entity managing assets of the Fund have invested the Fund's assets in the same security, the Subadviser and such other entity will each have the power to vote its pro rata share of the Fund's security.

The Subadviser will establish a written procedure for proxy voting in compliance with current applicable rules and regulations, including but not limited to Rule 30b1-4 under the 1940 Act. The Subadviser will provide the Adviser or its designee, a copy of such procedure and establish a process for the timely distribution of the Subadviser's voting record with respect to the Fund's securities and other information necessary for the Fund to complete information required by Form N-lA under the 1940 Act and the Securities Act of 1933, as amended (the "Securities Act"), Form N-PX under the 1940 Act, and Form N-CSR under the Sarbanes-Oxley Act of 2002, as amended, respectively.

d. Agent. Subject to any other written instructions of the Adviser or the Trust, the Subadviser is hereby appointed the Adviser's and the Trust's agent and attorney-in-fact for the limited purposes of executing account documentation, agreements, contracts and other documents as the Subadviser shall be requested by brokers, dealers, counterparties and other persons in connection with its management of the Subadviser Assets. The Subadviser agrees to provide the Adviser and the Trust with copies of any such agreements executed on behalf of the Adviser or the Trust.

e. Brokerage. The Subadviser is authorized, subject to the supervision of the Adviser and the plenary authority of the Trust's Board of Trustees, to establish and maintain accounts on behalf of the Fund with, and place orders for the investment and reinvestment, including without limitation purchase and sale, of the Subadviser Assets with or through, such persons, brokers (including, to the extent permitted by applicable law, any broker affiliated with the Subadviser) or dealers (collectively "Brokers") as the Subadviser may elect and negotiate commissions to be paid on such transactions. The Subadviser, however, is not required to obtain the consent of the Adviser or the Trust's Board of Trustees prior to establishing any such brokerage account. The Subadviser shall place all orders for the purchase and sale of portfolio investments for a Fund's account with Brokers selected by the Subadviser. In the selection of such Brokers and the placing of such orders, the Subadviser shall seek to obtain for the Fund the most favorable price and execution available, except to the extent it may be permitted to pay higher brokerage commissions for brokerage and research services, as provided below. In using its reasonable efforts to obtain for a Fund the most favorable price and execution available, the Subadviser, bearing in mind the best interests of each Fund at all times, shall consider all factors it deems relevant, including price, the size of the transaction, the breadth and nature of the market for the security, the difficulty of the execution, the amount of the commission, if any, the timing of the transaction, market prices and trends, the reputation, experience and financial stability of the Broker involved, and the quality of service rendered by the Broker in other transactions. Notwithstanding the foregoing, neither the Trust, the Fund nor the Adviser shall instruct the Subadviser to place orders with any particular Broker(s) with respect to the Subadviser Assets. Subject to such policies as the Trustees may determine, or as may be mutually agreed to by the Adviser and the Subadviser, the Subadviser is authorized but not obligated to cause, and shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused, the Fund to pay a Broker that provides brokerage and research services (within the meaning of Section 28(e) of the Securities Exchange Act of 1934) to the Subadviser an amount of commission for effecting a Subadviser Assets' investment transaction that is in excess of the amount of commission that another Broker would have charged for effecting that transaction if, but only if, the Subadviser determines in good faith that such commission was reasonable in relation to the value of the brokerage and research services provided by such Broker viewed in terms of either that particular transaction or the overall responsibility of the Subadviser with respect to the accounts as to which it exercises investment discretion.

It is recognized that the services provided by such Brokers may be useful to the Subadviser in connection with the Subadviser's services to other clients. On occasions when the Subadviser deems the purchase or sale of a security to be in the best interests of the Fund with respect to the Subadviser Assets as well as other clients of the Subadviser, the Subadviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be sold or purchased in order to obtain the most favorable price or lower brokerage commissions and efficient execution. In such event, allocation of securities so sold or purchased, as well as the expenses incurred in the transaction, will be made by the Subadviser in the manner the Subadviser considers to be the most equitable and consistent with its fiduciary obligations to each Fund and to such other clients. It is recognized that in some cases, this procedure may adversely affect the price paid or received by the Fund or the size of the position obtainable for, or disposed of by, the Fund with respect to the Subadviser Assets.

f. Securities Transactions. The Subadviser and any affiliated person of the Subadviser will not purchase securities or other instruments from or sell securities or other instruments to the Fund; provided, however, the Subadviser or any affiliated person of the Subadviser may purchase securities or other instruments from or sell securities or other instruments to the Fund if such transaction is permissible under applicable laws and regulations, including, without limitation, the 1940 Act and the Advisers Act and the rules and regulations promulgated thereunder.

The Subadviser, on its own behalf and with respect to its Access Persons (as defined in subsection (e) of Rule 17j-1 under the 1940 Act), agrees to observe and comply with Rule 17j-1 and its Code of Ethics (which shall comply in all material respects with Rule 17j-1), as the same may be amended from time to time. On at least an annual basis, the Subadviser will comply with the reporting requirements of Rule 17j-1, which may include either (i) certifying to the Adviser that the Subadviser and its Access Persons have complied with the Subadviser's Code of Ethics with respect to the Subadviser Assets or (ii) identifying any violations which have occurred with respect to the Subadviser Assets. The Subadviser will have also submitted its Code of Ethics for its initial approval by the Board of Trustees no later than the date of execution of this agreement and subsequently within six months of any material change thereto.

g. Books and Records. The Subadviser shall maintain separate detailed records as are required by applicable laws and regulations of all matters hereunder pertaining to the Subadviser Assets (the "Fund's Records"), including, without limitation, brokerage and other records of all securities transactions. The Subadviser acknowledges that the Fund's Records are property of the Trust; except to the extent that the Subadviser is required to maintain the Fund's Records under the Advisers Act or other applicable law and except that the Subadviser, at its own expense, is entitled to make and keep a copy of the Fund's Records for its internal files. The Fund's Records shall be available to the Adviser or the Trust at any time upon reasonable request during normal business hours and shall be available for telecopying promptly to the Adviser during any day that the Fund is open for business as set forth in the Prospectus.

h. Information Concerning Subadviser Assets and Subadviser. From time to time as the Adviser or the Trust reasonably may request in good faith, the Subadviser will furnish the requesting party reports on portfolio transactions and reports on the Subadviser Assets, all in such reasonable detail as the parties may reasonably agree in good faith. The Subadviser will also inform the Adviser in a timely manner of material changes in portfolio managers responsible for Subadviser Assets, any changes in the ownership or management of the Subadviser, or of material changes in the control of the Subadviser. Upon the Trust's or the Adviser's reasonable request, the Subadviser will make available its officers and employees to meet with the Trust's Board of Trustees to review the Subadviser Assets via telephone on a quarterly basis and on a less frequent basis as agreed upon by the parties in person.

Subject to the other provisions of this Agreement, the Subadviser will also provide such information or perform such additional acts with respect to the Subadviser Assets as are reasonably required for the Trust or the Adviser to comply with their respective obligations under applicable laws, including without limitation, the Code, the 1940 Act, the Advisers Act, and the Securities Act, and any rule or regulation thereunder.

i. Custody Arrangements. The Trust or the Adviser shall notify the Subadviser of the identities of its custodian banks and the custody arrangements therewith with respect to the Subadviser Assets and shall give the Subadviser written notice of any changes in such custodian banks or custody arrangements. The Subadviser shall on each business day provide the Adviser and the Trust's custodian such information as the Adviser and the Trust's custodian may reasonably request in good faith relating to all transactions concerning the Subadviser Assets. The Trust shall instruct its custodian banks to (A) carry out all investment instructions as may be directed by the Subadviser with respect to the Subadviser Assets (which instructions may be orally given if confirmed in writing); and (B) provide the Subadviser with all operational information necessary for the Subadviser to trade the Subadviser Assets on behalf of the Fund. The Subadviser shall have no liability for the acts or omissions of the authorized custodian(s), unless such act or omission is required by and taken in reliance upon instructions given to the authorized custodian(s) by a representative of the Subadviser properly authorized (pursuant to written instruction by the Adviser) to give such instructions.

3. Independent Contractor. In the performance of its services hereunder, the Subadviser is and shall be an independent contractor and unless otherwise expressly provided herein or otherwise authorized in writing, shall have no authority to act for or represent the Fund, the Trust or the Adviser in any way or otherwise be deemed an agent of the Fund, the Trust or the Adviser.

4. Expenses. During the term of this Agreement, the Subadviser will pay all expenses incurred by it in connection with its activities under this Agreement. The Subadviser shall, at its sole expense, employ or associate itself with such persons as it believes to be particularly fitted to assist it in the execution of its duties under this Agreement. The Subadviser shall not be responsible for the Trust's, the Fund's or Adviser's expenses, which shall include, but not be limited to, the cost of securities, commodities and other investments (including brokerage commissions and other transaction charges, if any) purchased for a Fund and any losses incurred in connection therewith, expenses of holding or carrying Subadviser Assets, including, without limitation, expenses of dividends on stock borrowed to cover a short sale and interest, fees or other charges incurred in connection with leverage and related borrowings with respect to the Subadviser Assets, organizational and offering expenses (which include, but are not limited to, out-of-pocket expenses, but not overhead or employee costs of the Subadviser); expenses for legal, accounting and auditing services; taxes and governmental fees; dues and expenses incurred in connection with membership in investment company organizations; costs of printing and distributing shareholder reports, proxy materials, prospectuses, stock certificates and distribution of dividends; charges of the Fund's custodians and sub-custodians, administrators and sub-administrators, registrars, transfer agents, dividend disbursing agents and dividend reinvestment plan agents; payment for portfolio pricing services to a pricing agent, if any; registration and filing fees of the SEC; expenses of registering or qualifying securities of the Fund for sale in the various states; freight and other charges in connection with the shipment of the Fund's portfolio securities; fees and expenses of non-interested Trustees; salaries of shareholder relations personnel; costs of shareholders meetings; insurance; interest; brokerage costs; and litigation and other extraordinary or non-recurring expenses. The Trust or the Adviser, as the case may be, shall reimburse the Subadviser for any expenses of the Funds or the Adviser as may be reasonably incurred by such Subadviser on behalf of the Fund or the Adviser. The Subadviser shall keep and supply to the Trust and the Adviser reasonable records of all such expenses.

5. Compensation. For the services provided pursuant to this Agreement, the Subadviser is entitled to the fee listed for the Fund on Exhibit A hereto. Such fees will be computed daily and paid no later than the seventh (7th) business day following the end of each month, from the Adviser, calculated at an annual rate based on the Subadviser Assets' average daily net assets.

The method of determining the net asset value of the Subadviser Assets for purposes hereof shall be the same as the method of determining net asset value for purposes of establishing the offering and redemption price of the shares of the Trust as described in the Fund's Prospectus. If this Agreement shall be effective for only a portion of a month with respect to the Fund, the aforesaid fee shall be prorated for the portion of such month during which this Agreement is in effect for the Fund.

6. Representations and Warranties of Subadviser. The Subadviser represents and warrants to the Adviser and the Trust as follows:

a. The Subadviser is registered as an investment adviser under the Advisers Act;

b. The Subadviser is registered as a Commodity Trading Advisor under the Commodity Exchange Act, as amended (the "CEA"), with the Commodity Futures Trading Commission (the "CFTC"), or is not required to file such registration;

c. The Subadviser is a limited liability company duly organized and properly registered and operating under the laws of the State of New York with the power to own and possess its assets and carry on its business as it is now being conducted and as proposed to be conducted hereunder;

d. The execution, delivery and performance by the Subadviser of this Agreement are within the Subadviser's powers and have been duly authorized by all necessary actions of its directors or shareholders, and no action by, or in respect of, or filing with, any governmental body, agency or official is required on the part of the Subadviser for execution, delivery and performance by the Subadviser of this Agreement, and the execution, delivery and performance by the Subadviser of this Agreement do not contravene or constitute a violation of, or a material default under, (i) any provision of applicable law, rule or regulation, (ii) the Subadviser's governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Subadviser; and

e. The Form ADV of the Subadviser previously provided to the Adviser and the Trust is a true and complete copy of the form, including that part or parts of the Form ADV filed with the SEC, that part or parts maintained in the records of the Adviser, and/or that part or parts provided or offered to clients, in each case as required under the Advisers Act and rules thereunder, and the information contained therein is accurate and complete in all material respects and does not omit to state any material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading.

7. Representations and Warranties of Adviser. The Adviser represents and warrants to the Subadviser as follows:

a. The Adviser is registered as an investment adviser under the Advisers Act;

b. The Adviser has filed a notice of exemption pursuant to Rule 4.14 under the CEA with the CFTC and the National Futures Association or is not required to file such exemption;

c. The Adviser is a business trust duly organized and validly existing under the laws of the State of Delaware with the power to own and possess its assets and carry on its business as it is now being conducted and as proposed to be conducted hereunder;

d. The execution, delivery and performance by the Adviser of this Agreement are within the Adviser's powers and have been duly authorized by all necessary action on the part of its directors, shareholders or managing unitholder, and no action by, or in respect of, or filing with, any governmental body, agency or official is required on the part of the Adviser for the execution, delivery and performance by the Adviser of this Agreement, and the execution, delivery and performance by the Adviser of this Agreement do not contravene or constitute a violation of, or a material default under, (i) any provision of applicable law, rule or regulation, (ii) the Adviser's governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Adviser;

e. The Form ADV of the Adviser previously provided to the Subadviser and the Trust is a true and complete copy of the form, including that part or parts of the Form ADV filed with the SEC, that part or parts maintained in the records of the Adviser, and/or that part or parts provided or offered to clients, in each case as required under the Advisers Act and rules thereunder, and the information contained therein is accurate and complete in all material respects and does not omit to state any material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading;

f. The Adviser acknowledges that it received a copy of the Subadviser's Form ADV prior to the execution of this Agreement; and

g. The Adviser and the Trust have duly entered into the Advisory Agreement pursuant to which the Trust authorized the Adviser to delegate certain of its duties under the Advisory Agreement to other investment advisers, including without limitation, the appointment of a subadviser with respect to assets of each of the Trust's mutual fund series, including without limitation the Adviser's entering into and performing this Agreement.

8. Representations and Warranties of the Trust. The Trust represents and warrants to the Adviser and the Subadviser as follows:

a. The Trust is a statutory trust duly formed and validly existing under the laws of the State of Delaware with the power to own and possess its assets and carry on its business as it is now being conducted and as proposed to be conducted hereunder;

b. The Trust is registered as an investment company under the 1940 Act and has elected to qualify and has qualified, together with the Fund, as a regulated investment company under the Code, and the Fund's shares are registered under the Securities Act;

c. The execution, delivery and performance by the Trust of this Agreement are within the Trust's powers and have been duly authorized by all necessary action on the part of the Trust and its Board of Trustees, and no action by, or in respect of, or filing with, any governmental body, agency or official is required on the part of the Trust for the execution, delivery and performance by the Trust of this Agreement, and the execution, delivery and performance by the Trust of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Trust's governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Trust; and

d. The Trust acknowledges that it received a copy of the Subadviser's Form ADV prior to the execution of this Agreement.

9. Survival of Representations and Warranties; Duty to Update Information. All representations and warranties made by the Subadviser, the Adviser and the Trust pursuant to the recitals above and Sections 6, 7 and 8, respectively, shall survive for the duration of this Agreement and the parties hereto shall promptly notify each other in writing upon becoming aware that any of the foregoing representations and warranties are no longer true or accurate in all material effects.

10. Liability and Indemnification.

a. Liability. The Subadviser shall exercise its best judgment in rendering its services in accordance with the terms of this Agreement, but otherwise, in the absence of willful misfeasance, bad faith or gross negligence on the part of the Subadviser or a reckless disregard of its duties hereunder, the Subadviser, each of its affiliates and all respective partners, officers, directors and employees ("Affiliates") and each person, if any, who within the meaning of the Securities Act controls the Subadviser ("Controlling Persons"), if any, shall not be subject to any expenses or liability to the Adviser, any other subadviser to a Fund, the Trust or a Fund or any of a Fund's shareholders, in connection with the matters to which this Agreement relates, including without limitation for any losses that may be sustained in the purchase, holding or sale of Subadviser Assets. The Adviser shall exercise its best judgment in rendering its obligations in accordance with the terms of this Agreement, but otherwise (except as set forth in Section 10(c) below), in the absence of willful misfeasance, bad faith or gross negligence on the part of the Adviser or a reckless disregard of its duties hereunder, the Adviser, any of its Affiliates and each of the Adviser's Controlling Persons, if any, shall not be subject to any liability to the Subadviser, for any act or omission in the case of, or connected with, rendering services hereunder or for any losses that may be sustained in the purchase, holding or sale of Subadviser Assets. Notwithstanding the foregoing, nothing herein shall relieve the Adviser and the Subadviser from any of their obligations under applicable law, including, without limitation, the federal and state securities laws and the CEA.

b. Indemnification. The Subadviser shall indemnify the Adviser, the Trust and the Fund, and their respective Affiliates and Controlling Persons, for any liability and expenses, including without limitation reasonable attorneys' fees and expenses, which the Adviser, the Trust and/or the Fund and their respective Affiliates and Controlling Persons may sustain as a result of the Subadviser's willful misfeasance, bad faith, gross negligence, reckless disregard of its duties hereunder or violation of applicable law, including, without limitation, the federal and state securities laws or the CEA. The Adviser shall indemnify the Subadviser, its Affiliates and its Controlling Persons, for any liability and expenses, including without limitation reasonable attorneys' fees and expenses, which may be sustained as a result of the Adviser's willful misfeasance, bad faith, gross negligence, reckless disregard of its duties hereunder or violation of applicable law, including, without limitation, the federal and state securities laws or the CEA.

The Trust shall indemnify the Subadviser, its Affiliates and its Controlling Persons, for any liability and expenses, including without limitation reasonable attorneys' fees and expenses, which may be sustained as a result of the Trust's willful misfeasance, bad faith, gross negligence, reckless disregard of its duties hereunder or violation of applicable law, including, without limitation, the federal and state securities laws or the CEA.

c. The Subadviser shall not be liable to the Adviser for (i) any acts of the Adviser or any other subadviser to a Fund with respect to the portion of the assets of that Fund not managed by Subadviser, or (ii) acts of the Subadviser which result from acts of the Adviser, including, but not limited to, a failure of the Adviser to provide accurate and current information with respect to any records maintained by the Adviser or any other subadviser to a Fund, which records are not also maintained by or otherwise available to the Subadviser upon reasonable request. The Adviser agrees that the Subadviser shall manage the Subadviser Assets as if they were a separate operating Fund as set forth in Section 2(b) of this Agreement. The Adviser shall indemnify the Subadviser, its Affiliates and Controlling Persons from any liability arising from the conduct of the Adviser and any other subadviser with respect to the portion of the Fund's assets not allocated to the Subadviser.

11. Duration and Termination.

a. Duration. Unless sooner terminated, this Agreement shall continue until May 1, 2008 with respect to any Fund covered by this Agreement initially and for any Fund subsequently added to this Agreement, an initial period of no more than two years that terminates on the second May 1st that occurs following the effective date of this Agreement with respect to such Fund, and thereafter shall continue automatically for successive annual periods with respect to each of the Funds; provided that such continuance is specifically approved at least annually by the Trust's Board of Trustees or the vote of the lesser of (a) 67% of the shares of a Fund represented at a meeting if holders of more than 50% of the outstanding shares of the Fund are present in person or by proxy or (b) more than 50% of the outstanding shares of the Fund; provided further that in either event its continuance also is approved by a majority of the Trust's Trustees who are not "interested persons" (as defined in the 1940 Act) of any party to this Agreement, by vote cast in person at a meeting called for the purpose of voting on such approval.

b. Termination. Notwithstanding whatever may be provided herein to the contrary, this Agreement may be terminated at any time with respect to the Fund, without payment of any penalty:

(i) By vote of a majority of the Trust's Board of Trustees, or by "vote of a majority of the outstanding voting securities" of the Fund (as defined in the 1940 Act), or by the Adviser, in each case, upon not more than 60 days' written notice to the Subadviser;

(ii) By any party hereto immediately upon written notice to the other parties in the event of a breach of any provision of this Agreement by either of the other parties; or

(iii) By the Subadviser upon not more than 60 days' written notice to the Adviser and the Trust.

This Agreement shall not be assigned (as such term is defined in the 1940 Act) and shall terminate automatically in the event of its assignment or upon the termination of the Advisory Agreement.

12. Duties of the Adviser. The Adviser shall continue to have responsibility for all services to be provided to the Fund pursuant to the Advisory Agreement and shall oversee and review the Subadviser's performance of its duties under this Agreement. Nothing contained in this Agreement shall obligate the Adviser to provide any funding or other support for the purpose of directly or indirectly promoting investments in the Fund.

13. Reference to Adviser and Subadviser.

a. Neither the Adviser nor any Affiliate or agent of the Adviser shall make reference to or use the name of the Subadviser or any of its Affiliates, or any of their clients, except references concerning the identity of and services provided by the Subadviser to a Fund, which references shall not differ in substance from those included in the Prospectus and this Agreement, in any advertising or promotional materials without the prior approval of the Subadviser, which approval shall not be unreasonably withheld or delayed. The Adviser hereby agrees to make all reasonable efforts to cause the Fund and any Affiliate thereof to satisfy the foregoing obligation.

b. Neither the Subadviser nor any Affiliate or agent of it shall make reference to or use the name of the Adviser or any of its Affiliates, or any of their clients, except references concerning the identity of and services provided by the Adviser to a Fund or to the Subadviser, which references shall not differ in substance from those included in the Prospectus and this Agreement, in any advertising or promotional materials without the prior approval of the Adviser, which approval shall not be unreasonably withheld or delayed. The Subadviser hereby agrees to make all reasonable efforts to cause any Affiliate of the Subadviser to satisfy the foregoing obligation.

14. Amendment. This Agreement may be amended by mutual consent of the parties, provided that the terms of any material amendment shall be approved by:
(a) the Trust's Board of Trustees or by a vote of a majority of the outstanding voting securities of the Funds (as required by the 1940 Act), and (b) the vote of a majority of those Trustees of the Trust who are not "interested persons" of any party to this Agreement cast in person at a meeting called for the purpose of voting on such approval, if such approval is required by applicable law.

15. Confidentiality. Subject to the duties of the Adviser, the Trust and the Subadviser to comply with applicable law, including any demand of any regulatory or taxing authority having jurisdiction, the parties hereto shall treat as confidential and shall not disclose any and all information pertaining to the Fund and the actions of the Subadviser, the Adviser and the Fund in respect thereof; except to the extent:

a. Authorized. The Adviser or the Trust has authorized such disclosure;

b. Court or Regulatory Authority. Disclosure of such information is expressly required or requested by a court or other tribunal of competent jurisdiction or applicable federal or state regulatory authorities;

c. Publicly Known Without Breach. Such information becomes known to the general public without a breach of this Agreement or a similar confidential disclosure agreement regarding such information;

d. Already Known. Such information already was known by the party prior to the date hereof;

e. Received From Third Party. Such information was or is hereafter rightfully received by the party from a third party (expressly excluding the Fund's custodian, prime broker and administrator) without restriction on its disclosure and without breach of this Agreement or of a similar confidential disclosure agreement regarding them; or

f. Independently Developed. The party independently developed such information.

16. Notice. Any notice that is required to be given by the parties to each other under the terms of this Agreement shall be in writing, delivered, or mailed postpaid to the other parties, or transmitted by facsimile with acknowledgment of receipt, to the parties at the following addresses or facsimile numbers, which may from time to time be changed by the parties by notice to the other parties:

If to the Subadviser:

Nationwide Separate Accounts, LLC
94 North Broadway
Irvington, NY 10533

If to the Adviser:

Nationwide Fund Advisors
1200 River Road
Conshohocken, PA 19428
Attention: Legal Department
Facsimile: (484) 530-1323

If to the Trust:

Nationwide Mutual Funds
1200 River Road
Conshohocken, PA 19428
Attention: Legal Department
Facsimile: (484) 530-1323

17. Jurisdiction. This Agreement shall be governed by and construed in accordance with substantive laws of the State of Delaware without reference to choice of law principles thereof and in accordance with the 1940 Act. In the case of any conflict, the 1940 Act shall control.

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

19. Certain Definitions. For the purposes of this Agreement and except as otherwise provided herein, "interested person," "affiliated person," and "assignment" shall have their respective meanings as set forth in the 1940 Act, subject, however, to such exemptions as may be granted by the SEC.

20. Captions. The captions herein are included for convenience of reference only and shall be ignored in the construction or interpretation hereof.

21. Severability. If any provision of this Agreement shall be held or made invalid by a court decision or applicable law, the remainder of the Agreement shall not be affected adversely and shall remain in full force and effect.

22. Entire Agreement. This Agreement, together with all exhibits, attachments and appendices, contains the entire understanding and agreement of the parties with respect to the subject matter hereof.

23. Nationwide Mutual Funds and its Trustees. The terms "Nationwide Mutual Funds" and the "Trustees of Nationwide Mutual Funds" refer respectively to the Trust created and the Trustees, as trustees but not individually or personally, acting from time to time under the Declaration of Trust made and dated as of September 30, 2004, as has been or may be amended and/or restated from time to time, and to which reference is hereby made.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day and year first written above.

TRUST:
NATIONWIDE MUTUAL FUNDS

By:/s/ John Grady
   -------------------------------------
Name: John Grady
Title: President

ADVISER:
NATIONWIDE FUND ADVISORS

By:/s/ Gerald J. Holland
   -------------------------------------
Name: Gerald J. Holland
Title: SVP-COO

SUBADVISER:
NATIONWIDE SEPARATE ACCOUNTS, LLC

By: /s/ John Grady
   -------------------------------------
Name: John Grady
Title: President

                    Funds of the Trust                                        Subadvisory Fees
-------------------------------------------------------   --------------------------------------------------------
Nationwide  Mid Cap Growth Leaders Fund                   0.40% on Subadviser Assets up to $250 million
                                                          0.35% on Subadviser Assets of $250 million or more

EXHIBIT B
SUBADVISORY AGREEMENT AMONG
NATIONWIDE MUTUAL FUNDS,
NATIONWIDE FUND ADVISORS AND
NATIONWIDE SEPARATE ACCOUNTS, LLC

Effective May 1, 2007

In connection with securities transactions for a Fund, the Subadviser that is (or whose affiliated person is) entering into the transaction, and any other investment manager that is advising an affiliate of the Fund (or portion of the Fund) (collectively, the "Managers" for the purposes of this Exhibit) entering into the transaction are prohibited from consulting with each other concerning transactions for the Fund in securities or other assets and, if both Managers are responsible for providing investment advice to the Fund, the Manager's responsibility in providing advice is expressly limited to a discrete portion of the Fund's portfolio that it manages.

This prohibition does not apply to communications by the Adviser in connection with the Adviser's (i) overall supervisory responsibility for the general management and investment of the Fund's assets; (ii) determination of the allocation of assets among the Manager(s), if any; and (iii) investment discretion with respect to the investment of Fund assets not otherwise assigned to a Manager.

TRUST:
NATIONWIDE MUTUAL FUNDS

By:/s/John Grady
   ----------------------------------------
Name: John Grady
Title: President

ADVISER:
NATIONWIDE FUND ADVISORS

By:/s/Gerald J. Holland
   ----------------------------------------
Name: Gerald J. Holland
Title: SVP-COO

SUBADVISER:
NATIONWIDE SEPARATE ACCOUNTS, LLC

By:/s/John Grady
    ----------------------------------------
Name: John Grady
Title: President

EX-99(e)(1)
UNDERWRITING AGREEMENT

BETWEEN

NATIONWIDE MUTUAL FUNDS

AND

NATIONWIDE FUND DISTRIBUTORS, LLC

AGREEMENT, made as of the 1st day of May, 2007, by and between Nationwide Mutual Funds (formerly, Gartmore Mutual Funds) (the "Trust"), a Delaware statutory trust, and Nationwide Fund Distributors LLC (formerly, Gartmore Distribution Services, Inc.), a Delaware limited liability company, (the "Underwriter").

W I T N E S S E T H:

WHEREAS, the Underwriter is an affiliate of Nationwide Securities, Inc. (formerly Nationwide Advisory Services, Inc.), which was the previous principal underwriter of the Trust; and

WHEREAS, the Trust is engaged in business as an open-end management investment company, as defined in the Investment Company Act of 1940, as amended (the "1940 Act"), and is so registered with the Securities and Exchange Commission (the "SEC") under the provisions of that Act; and

WHEREAS, it is mutually desired that the Underwriter undertake as agent of the Trust, the sale and distribution of Shares of each of the investment portfolios of the Trust which are listed on Schedule A to this Agreement (each a "Fund");

NOW, THEREFORE, the parties do mutually agree and promise as follows:

1. APPOINTMENT AS UNDERWRITER. The Trust hereby appoints the Underwriter its agent for the sale of the Shares covered by the registration statement for the Trust. As used in this Agreement, the "registration statement" shall refer to the Trust's current registration on Form N-1A and shall include the prospectus (Part A), Statement of Additional Information (Part B) and Part C, and together the current prospectus and Statement of Additional Information shall be referred to as the "Prospectus." The Trust understands that Underwriter is now and may in the future be the distributor of the shares of several investment companies or series (together, "Companies") including Companies having investment objectives similar to those of the Trust. The Trust agrees that Distributor's duties to such Companies shall not be deemed in conflict with its duties to the Trust under this paragraph.

2. DUTIES OF UNDERWRITER. (a) The Underwriter hereby accepts such appointment as distributor for the sale of the Shares and agrees that it will use its best efforts to solicit orders for the sale of the Shares and will undertake such advertising and promotion as it believes reasonable in connection with such solicitation. The Underwriter shall, at its own expense, finance appropriate activities which are primarily intended to result in the sale of the Shares, including, but not limited to, advertising, compensation of underwriters, dealers and sales personnel, the printing and mailing of prospectuses to other than current Shareholders, and the printing and mailing of sales literature.

(b) In its capacity as Underwriter, Underwriter agrees to act in conformity with the Prospectus and the Trust's Agreement and Declaration of Trust (the "Declaration of Trust") and Bylaws and with instructions received from the Trustees of the Trust and shall conform to and comply with all applicable laws, rules and regulations, including, without limitation, the 1940 Act, all rules and regulations promulgated by the SEC thereunder and all rules and regulations adopted by any securities association registered under the Securities Exchange Act of 1934, as amended.

(c) The Underwriter may, and when requested by the Trustees or their representatives shall, suspend its efforts to effectuate sales of Shares on behalf of the Trust at any time when in the opinion of the Underwriter or of the Trustees no sales should be made because of market or other economic considerations or abnormal circumstances of any kind. The Trust and its Trustees may withdraw the offering of the Shares (i) at any time with the consent of the Underwriter, or (ii) without such consent when so required by the provisions of any statute or of any order, rule or regulation of any governmental body having jurisdiction. It is mutually understood and agreed that the Underwriter does not undertake to sell all or any specific portion of the Shares.

(d) The Underwriter agrees on behalf of itself and its directors, officers and employees to treat confidentially and as proprietary information of the Trust all records and other information relative to the Trust and its prior, present or potential Shareholders, and not to use such records and information for any purpose other than performance of its responsibilities and duties hereunder, except when requested by the Trust or when requested to divulge such information by duly constituted authorities, after prior notification to and approval in writing by the Trust. Such approval shall not be unreasonably withheld and may not be withheld where the Underwriter may be exposed to civil or criminal contempt proceedings for failure to comply.

3. SALE AND PAYMENT OF SHARES. (a) The Underwriter shall have the right to purchase Shares of the Funds at the net asset value in effect at the time that orders for such Shares are received by the Trust or its authorized agent and to sell such Shares at the applicable public offering price through dealers or other persons. The public offering price for the Shares of each Fund shall equal to the sum of (a) the net asset value per Share next computed for a Fund by the Trust and (b) any applicable sales charge, all as set forth in the current Prospectus for the Fund. The net asset value of the Shares shall be determined in accordance with the provisions of the Trust's Declaration of Trust and the Prospectus. The Trust shall allow the Underwriter as compensation for its services the particular sales charge applicable to the Shares sold. The Underwriter may fix the portion of the distribution charge to be allowed to dealers and others.

(b) The Underwriter agrees that it will deliver or cause to be delivered to the Trust or to its authorized agent, as the Trustees may direct, an amount equal to the net asset value of Shares for which purchase orders have been placed with and accepted by the Underwriter and shall forward to the Trust or its authorized agent, as the Trustees may direct, all orders for the purchase of Shares with reasonable promptness after the receipt and acceptance thereof by the Underwriter; provided, however, that the Underwriter shall have the sole right to accept or reject all orders for the purchase of Shares and will return promptly any rejected order together with the consideration which accompanied it.

4. ISSUANCE OF SHARES. The Trust reserves the right to issue, transfer or sell Shares, which are otherwise subject to a sales charge, at net asset value (a) in connection with the merger or consolidation of the Trust or the Fund(s) with any other investment company or the acquisition by the Trust or the Fund(s) of all or substantially all of the assets or of the outstanding Shares of any other investment company; (b) in connection with a pro rata distribution directly to the holders of Shares in the nature of a stock dividend or split;
(c) upon the exercise of subscription rights granted to the holders of Shares on a pro rata basis; (d) in connection with the issuance of Shares pursuant to any exchange and reinvestment privileges described in the Prospectus of a Fund; (e) in a sale to the Trustees, employees, officers and directors of or salespersons employed by the Underwriter and to officers, directors and employees of any investment adviser of the Trust; and (f) otherwise in accordance with the Prospectus of a Fund.

5. The Trust agrees as follows:

(1) to use its best efforts to maintain its registration as a diversified open-end management investment company under the 1940 Act, and to comply with all of the provisions of that Act and of the rules and regulations thereunder;

(2) to register its Shares under the Securities Act of 1933, as amended (the "Securities Act") and to use its best efforts to maintain such registration;

(3) to prepare and file such amendments to the registration statements and Prospectus and other statements or reports as may be necessary to comply with the Securities Act, the 1940 Act, and the rules and regulations of the SEC;

(4) to furnish the Underwriter with a sufficient number of Prospectuses to meet the Underwriter's requirements for use in connection with sales of Shares, and that the Underwriter will not be required to use any prospectuses of the Trust which shall not be in form and content satisfactory to counsel for the Underwriter; and

(5) at the request of the Underwriter, to take such steps as may be necessary and feasible to qualify Shares for sale in each state, territory or dependency of the United States of America, in the District of Columbia and in foreign countries, in accordance with the laws thereof, and to renew or extend any such qualification; provided, however, that the Trust shall not be required to qualify Shares or to maintain the qualification of Shares in any state, territory, dependency, district or country where they shall deem such qualification disadvantageous to the Trust.

6. The Underwriter agrees as follows:

(1) that the Underwriter and its officers or directors will purchase and keep Shares only for investment purposes;

(2) that it will not purchase Shares from the Shareholders except as agent for the Trust;
(3) that upon the request of the Trust or its representative it will furnish to the Trust or such representative any information in its possession which is pertinent to the preparation of any Registration Statement, Prospectus or amendment thereto, or any report required by law or regulation; and

(4) that neither the Underwriter nor any other person authorized by it to solicit purchases of Shares shall give any information or make any representations, other than those contained in the Registration Statement or Prospectus or in any supplemental sales literature authorized by the Trust for use in connection with the sale of shares.

7. FEES AND EXPENSES. The Trust may pay a distribution fee to the Underwriter determined in accordance with any applicable Distribution Plan adopted by the Trustees and approved by the shareholders pursuant to Rule 12b-1 under the 1940 Act. The Underwriter will be deemed to have performed all services required to be performed in order to be entitled to receive its distribution fee with respect to shares of each Fund upon the settlement of each sale of its shares taken into account in determining such distribution fees.

The Underwriter shall pay expenses for (i) printing and distributing any prospectus and preparing, printing and distributing any other literature used by the Underwriter in connection with the offering of the Shares for sale to the public (except such expenses as may be incurred by the Trust in connection with the preparation, printing and distribution of any Prospectus, report or other communication to Shareholders, to the extent that such expenses are necessarily incurred to effect compliance by the Trust with any Federal or state law or to enable such distribution to Shareholders), and (ii) expenses of advertising in connection with such offering. The Trust will pay or cause to be paid (i) all fees and expenses for the issue and delivery of Shares, and (ii) all auditing expenses of the Trust.

8. REPURCHASE OF SHARES. The Trustees hereby appoint the Underwriter its agent to repurchase Shares, upon the written request of the Shareholders, accompanied by the certificate or certificates representing such Shares (if certificates for such Shares have been issued by the Trust) properly endorsed for transfer, at the net asset value in effect at the time when the sale is made.

9. INDEMNIFICATION. (a) The Trust agrees to indemnify, defend and hold the Underwriter, its directors, officers and employees, and any person who controls the Underwriter within the meaning of Section 15 of the Securities Act ("Underwriter Affiliates") free and harmless from and against any and all claims, demands, liabilities and expenses (including the cost of investigating or defending such claims, demands or liabilities and any counsel fees incurred in connection therewith) which the Underwriter and the Underwriter Affiliates may incur under the Securities Act or under common law or otherwise, arising out of or based upon any untrue statement, or alleged untrue statement, of a material fact contained in any registration statement or any prospectus or arising out of or based upon any omission, or alleged omission, to state a material fact required to be stated in either any registration statement or any prospectus or necessary to make the statements in either thereof not misleading. Provided, however, that the Trust's agreement to indemnify the Underwriter and

the Underwriter Affiliates shall not be deemed to cover any claims, demands, liabilities or expenses arising out of any information or representations which were furnished in writing to the Trust by the Underwriter, or arising out of or based upon any omission or alleged omission to state a material fact in connection with the giving of such information required to be stated in such answers or necessary to make the answers not misleading; and further provided that the Trust's agreement to indemnify Underwriter and the Underwriter Affiliates shall not be deemed to cover any liability to the Trust or its Shareholders to which the Underwriter would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of its duties, or by reason of the Underwriters reckless disregard of its obligations and duties under this Agreement.

(b) The Underwriter agrees to indemnify, defend and hold the Trust, its several officers and Trustees and any person who controls the Trust within the meaning of Section 15 of the Securities Act ("Trust Affiliates") free and harmless from and against any and all claims, demands, liabilities and expenses (including the costs of investigating or defending such claims, demands or liabilities and any counsel fees incurred in connection therewith) which the Trust and the Trust Affiliates may incur under the Securities Act or under common law or otherwise, but only to the extent that such liability or expense incurred by the Trust or the Trust Affiliates resulting from such claims or demands, shall arise out of or be based upon any untrue, or alleged untrue, statement of a material fact contained in information furnished in writing by the Underwriter to the Trust and used in the answers to any of the items of the registration statement or in the Prospectus, or shall arise out of or be based upon any omission, or alleged omission, to state a material fact in connection with such information furnished in writing by the Underwriter to the Trust required to be stated in such answers or necessary to make such information not misleading.

10. TERM, DURATION AND TERMINATION. The term of this Agreement shall begin as of the date first written above (or, if a particular Fund is not in existence on that date, the date an amendment to Schedule A to this Agreement adding the new Fund is executed) and, unless sooner terminated as provided herein, shall remain in effect for a period of two (2) years from that date. Thereafter, if not terminated, this Agreement shall continue in effect from year to year thereafter provided such continuance shall be approved at least annually by (a) a majority of the Trustees or by the affirmative vote or written approval of the holders of a majority of the outstanding Shares and (b) a majority of the Trustees who are not parties to this Agreement or "Interested Persons" of any such party, the term "interested person" having the meaning defined in Section 2(a)(19) of the 1940 Act. This Agreement is terminable without penalty, on not less than sixty days' prior written notice, by the Trust's Board of Trustees, by vote of a majority of the outstanding voting securities of the Trust or by the Underwriter. This Agreement will also terminate automatically in the event of its assignment (as such term is defined in the 1940 Act).

11. AMENDMENT. This Agreement may not be amended or changed in any manner except by a written agreement executed by both the Trust and the Underwriter.

12. JURISDICTION. This Agreement shall be governed by and in accordance with the substantive laws of the State of Delaware without reference to choice of law principles thereof and in accordance with the 1940 Act. In case of any conflict, the 1940 Act shall control.

13. NATIONWIDE MUTUAL FUNDS AND ITS TRUSTEES. The terms "Nationwide Mutual Funds" and the "Trustees of Nationwide Mutual Funds" refer respectively to the Trust created and the Trustees, as trustees but not individually or personally, acting from time to time under a Declaration of Trust dated as of September 30, 2004 as has been or may be amended from time to time, and to which reference is hereby made and a copy of which is on file at the office of the Secretary of State of Delaware and elsewhere as required by law, and to any and all amendments thereto so filed or hereafter filed.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the day and year first above written.

NATIONWIDE MUTUAL FUNDS

By: /s/ JOHN GRADY
    --------------------------------
Name: John Grady
Title: President

NATIONWIDE FUND DISTRIBUTORS LLC

By: /s/ GERALD J. HOLLAND
    --------------------------------
Name: Gerald J. Holland
Title: SVP-COO

SCHEDULE A

Underwriting Agreement
between Nationwide Mutual Funds and
Nationwide Fund Distributors LLC

Effective May 1, 2007*

NAME OF FUND
Nationwide Fund
Nationwide Growth Fund
Nationwide Mid Cap Growth Leaders Fund
Nationwide Bond Fund
Nationwide Tax-Free Income Fund
Nationwide Government Bond Fund
Nationwide Money Market Fund
Nationwide Large Cap Value Fund
Nationwide Small Cap Fund
Nationwide Short Duration Bond Fund
Nationwide Enhanced Income Fund
Nationwide U.S. Growth Leaders Fund
Nationwide Value Opportunities Fund
Nationwide S&P 500 Index Fund
Nationwide Small Cap Index Fund
Nationwide Mid Cap Market Index Fund
Nationwide International Index Fund
Nationwide Bond Index Fund
Nationwide Investor Destinations Aggressive Fund Nationwide Investor Destinations Moderately Aggressive Fund Nationwide Investor Destinations Moderate Fund Nationwide Investor Destinations Moderately Conservative Fund Nationwide Investor Destinations Conservative Fund NorthPointe Small Cap Value Fund
NorthPointe Small Cap Growth Fund
Nationwide Global Technology and Communications Fund Nationwide Global Health Sciences Fund
Nationwide Emerging Markets Fund
Nationwide International Growth Fund
Nationwide Worldwide Leaders Fund
Nationwide Global Financial Services Fund Nationwide Global Utilities Fund
Nationwide Leaders Fund
Nationwide Micro Cap Equity Fund
Nationwide Mid Cap Growth Fund
Nationwide U.S Growth Leaders Long-Short Fund Nationwide China Opportunities Fund
Nationwide Global Natural Resources Fund

Nationwide Optimal Allocations Fund: Growth Nationwide Optimal Allocations Fund: Moderate Growth Nationwide Optimal Allocations Fund: Moderate Nationwide Optimal Allocations Fund: Specialty Nationwide Optimal Allocations Fund: Defensive Nationwide Small Cap Leaders Fund
Nationwide Hedged Core Equity Fund
Nationwide Small Cap Growth Opportunities Fund Nationwide Small Cap Value Fund
Nationwide Small Cap Core Fund
Nationwide Market Neutral Fund

* As most recently approved at the January 11, 2007 Board Meeting.

NATIONWIDE MUTUAL FUNDS

By: /s/ JOHN GRADY
    --------------------------------
Name: John Grady
Title: President

NATIONWIDE FUND DISTRIBUTORS LLC

By: /s/ GERALD J. HOLLAND
    --------------------------------
Name: Gerald J. Holland
Title: SVP-COO

EX-99(e)(1)(a)

SCHEDULE A
Underwriting Agreement
between Nationwide Mutual Funds and
Nationwide Fund Distributors LLC

AMENDED Effective September__, 2007*

NAME OF FUND

Nationwide Fund
Nationwide Growth Fund
Nationwide Mid Cap Growth Leaders Fund
Nationwide Bond Fund
Nationwide Tax-Free Income Fund
Nationwide Government Bond Fund
Nationwide Money Market Fund
Nationwide Large Cap Value Fund
Nationwide Small Cap Fund
Nationwide Short Duration Bond Fund
Nationwide Enhanced Income Fund
Nationwide U.S. Growth Leaders Fund
Nationwide Value Opportunities Fund
Nationwide S&P 500 Index Fund
Nationwide Small Cap Index Fund
Nationwide Mid Cap Market Index Fund
Nationwide International Index Fund
Nationwide Bond Index Fund
Nationwide Investor Destinations Aggressive Fund Nationwide Investor Destinations Moderately Aggressive Fund Nationwide Investor Destinations Moderate Fund Nationwide Investor Destinations Moderately Conservative Fund Nationwide Investor Destinations Conservative Fund NorthPointe Small Cap Value Fund
NorthPointe Small Cap Growth Fund
Nationwide Global Technology and Communications Fund Nationwide Global Health Sciences Fund
Nationwide Emerging Markets Fund
Nationwide International Growth Fund
Nationwide Worldwide Leaders Fund
Nationwide Global Financial Services Fund Nationwide Global Utilities Fund
Nationwide Leaders Fund
Nationwide Micro Cap Equity Fund
Nationwide Mid Cap Growth Fund
Nationwide U.S Growth Leaders Long-Short Fund Nationwide China Opportunities Fund
Nationwide Global Natural Resources Fund

Nationwide Optimal Allocations Fund: Growth Nationwide Optimal Allocations Fund: Moderate Growth Nationwide Optimal Allocations Fund: Moderate Nationwide Optimal Allocations Fund: Specialty Nationwide Optimal Allocations Fund: Defensive Nationwide Small Cap Leaders Fund
Nationwide Hedged Core Equity Fund
Nationwide Small Cap Growth Opportunities Fund Nationwide Small Cap Value Fund
Nationwide Small Cap Core Fund
Nationwide Market Neutral Fund
Nationwide Destination 2010 Fund
Nationwide Destination 2015 Fund
Nationwide Destination 2020 Fund
Nationwide Destination 2025 Fund
Nationwide Destination 2030 Fund
Nationwide Destination 2035 Fund
Nationwide Destination 2040 Fund
Nationwide Destination 2045 Fund
Nationwide Destination 2050 Fund
Nationwide Retirement Income Fund

NATIONWIDE MUTUAL FUNDS

By:
Name:
Title:

NATIONWIDE FUND DISTRIBUTORS LLC

By:
Name:
Title:

EX-99(g)(1)(a)

FUND LIST
TO
GLOBAL CUSTODY AGREEMENT
BETWEEN
JPMORGAN CHASE BANK AND
NATIONWIDE MUTUAL FUNDS
DATED APRIL 4, 2003

Amended, effective May 1, 2007*

Nationwide Short Duration Bond Fund
Nationwide Large Cap Value Fund
Nationwide Small Cap Fund
Nationwide Fund
Nationwide Growth Fund
Nationwide Mid Cap Growth Leaders Fund
Nationwide S&P 500 Index Fund
Nationwide Money Market Fund
Nationwide Bond Fund
Nationwide Tax-Free Income Fund
Nationwide Government Bond Fund
Nationwide Value Opportunities Fund
NorthPointe Small Cap Value Fund
Nationwide U.S. Growth Leaders Fund
Nationwide Global Technology and Communications Fund Nationwide Emerging Markets Fund
Nationwide International Growth Fund
Nationwide Worldwide Leaders Fund
Nationwide Global Health Sciences Fund
Nationwide Global Financial Services Fund Nationwide Global Utilities Fund
Nationwide Leaders Fund
Nationwide Enhanced Income Fund
Nationwide Micro Cap Equity Fund
Nationwide Mid Cap Growth Fund
Nationwide Small Cap Index Fund
Nationwide International Index Fund
Nationwide Bond Index Fund
Nationwide Mid Cap Market Index Fund
Nationwide Investor Destinations Aggressive Fund Nationwide Investor Destinations Moderately Aggressive Fund Nationwide Investor Destinations Moderate Fund Nationwide Investor Destinations Moderately Conservative Fund Nationwide Investor Destinations Conservative Fund

Nationwide U.S. Growth Leaders Long-Short Fund Nationwide China Opportunities Fund
Nationwide Global Natural Resources Fund Nationwide Optimal Allocations Fund: Growth Nationwide Optimal Allocations Fund: Moderate Growth Nationwide Optimal Allocations Fund: Moderate Nationwide Optimal Allocations Fund: Specialty Nationwide Optimal Allocations Fund: Defensive NorthPointe Small Cap Growth Fund
Nationwide Small Cap Leaders Fund
Nationwide Hedged Core Equity Fund
Nationwide Small Cap Growth Opportunities Fund Nationwide Small Cap Value Fund
Nationwide Small Cap Core Fund
Nationwide Market Neutral Fund

* As most recently approved at the January 11, 2007 Board Meeting

EX-99(g)(1)(b)

FUND LIST
TO
GLOBAL CUSTODY AGREEMENT
BETWEEN
JPMORGAN CHASE BANK AND
NATIONWIDE MUTUAL FUNDS
DATED APRIL 4, 2003

Amended, effective September __, 2007*

FUND NAME

Nationwide Short Duration Bond Fund
Nationwide Large Cap Value Fund
Nationwide Small Cap Fund
Nationwide Fund
Nationwide Growth Fund
Nationwide Mid Cap Growth Leaders Fund
Nationwide S&P 500 Index Fund
Nationwide Money Market Fund
Nationwide Bond Fund
Nationwide Tax-Free Income Fund
Nationwide Government Bond Fund
Nationwide Value Opportunities Fund
NorthPointe Small Cap Value Fund
Nationwide U.S. Growth Leaders Fund
Nationwide Global Technology and Communications Fund Nationwide Emerging Markets Fund
Nationwide International Growth Fund
Nationwide Worldwide Leaders Fund
Nationwide Global Health Sciences Fund
Nationwide Global Financial Services Fund Nationwide Global Utilities Fund
Nationwide Leaders Fund
Nationwide Enhanced Income Fund
Nationwide Micro Cap Equity Fund
Nationwide Mid Cap Growth Fund
Nationwide Small Cap Index Fund
Nationwide International Index Fund
Nationwide Bond Index Fund
Nationwide Mid Cap Market Index Fund
Nationwide Investor Destinations Aggressive Fund Nationwide Investor Destinations Moderately Aggressive Fund Nationwide Investor Destinations Moderate Fund Nationwide Investor Destinations Moderately Conservative Fund Nationwide Investor Destinations Conservative Fund

Nationwide U.S. Growth Leaders Long-Short Fund Nationwide China Opportunities Fund
Nationwide Global Natural Resources Fund Nationwide Optimal Allocations Fund: Growth Nationwide Optimal Allocations Fund: Moderate Growth Nationwide Optimal Allocations Fund: Moderate Nationwide Optimal Allocations Fund: Specialty Nationwide Optimal Allocations Fund: Defensive NorthPointe Small Cap Growth Fund
Nationwide Small Cap Leaders Fund
Nationwide Hedged Core Equity Fund
Nationwide Small Cap Growth Opportunities Fund Nationwide Small Cap Value Fund
Nationwide Small Cap Core Fund
Nationwide Market Neutral Fund
Nationwide Destination 2010 Fund
Nationwide Destination 2015 Fund
Nationwide Destination 2020 Fund
Nationwide Destination 2025 Fund
Nationwide Destination 2030 Fund
Nationwide Destination 2035 Fund
Nationwide Destination 2040 Fund
Nationwide Destination 2045 Fund
Nationwide Destination 2050 Fund
Nationwide Retirement Income Fund

* As most recently approved at the June 13, 2007 Board Meeting

EX-99(h)(1)(a)

FUND ADMINISTRATION AND TRANSFER AGENCY AGREEMENT

AS AMENDED AND RESTATED

This Fund Administration and Transfer Agency Agreement (the "Agreement") is made as of May 1, 2007* between Nationwide Mutual Funds (formerly, Gartmore Mutual Funds) (the "Trust"), a Delaware statutory trust, and Nationwide Fund Management LLC (formerly, Gartmore Investor Services, Inc.), a Delaware limited liability company ("NFM").

WHEREAS, the Trust operates as an open-end management investment company and is registered under the Investment Company Act of 1940, as amended (the "Investment Company Act"); and

WHEREAS, the Trust previously entered into a combined Fund Administration and Transfer Agency Agreement with Gartmore SA Capital Trust (now know as Nationwide SA Capital Trust ("NSA")) as the Administrator and NFM as Transfer Agent in December 2003 (the "Agreement") which Agreement has been further amended and restated, most recently as of January 1, 2005;

WHEREAS, the Trust, NSA and NFM now desire to further amend and restate the Agreement to: (1) have NFM assume all of NSA's fund administration duties and obligations under the Agreement ("Administration Services") whereupon NFM, the current Transfer Agent will also serve as Administrator and provide the Administration Services previously provided by NSA; and (2) to add monitoring, processing and filing of proofs of claims to the Administration Services NFM will provide under the Agreement including authorizing NFM to delegate its obligations with respect thereto to a third party and to address related liability limits and costs related thereto; and

WHEREAS, the Trust desires to now retain NFM as "Administrator" to provide the Administration Services and as "Transfer Agent" to provide Transfer Agency Services as described below with respect to certain of the series of the Trust (the "Funds"), each of which are now, or may hereafter be, listed on Exhibit C to this Agreement, and NFM is willing to render such services;

NOW, THEREFORE, in consideration of the premises and mutual covenants set forth herein, the parties hereto agree as follows:

1. APPOINTMENT OF ADMINISTRATOR AND TRANSFER AGENT AND SERVICES AND DUTIES. The Trust hereby appoints NFM as administrator of the Trust and the Funds (the "Administrator") on the terms and conditions set forth in this Agreement; and the Administrator hereby accepts such appointment and agrees to perform the services and duties set forth in Exhibit A of this Agreement in consideration of the compensation provided for in Section 4 hereof. The services listed on Exhibit A, along with any additional services that the Administrator shall agree in writing to perform for the Trust hereunder, shall be referred to in this Agreement as "Administration Services." Administration Services shall not include any duties, functions or services to be performed for the Trust by the Trust's investment advisers, subadvisers or custodian pursuant to their agreements with the Trust or by NFM as the transfer agent pursuant to this Agreement.

The Trust hereby appoints NFM as the transfer agent of the Trust and the Funds (the "Transfer Agent") on the terms and conditions set forth in this Agreement, and the Transfer Agent hereby accepts such appointment and agrees to perform the services and duties set forth in Exhibit B of this Agreement in consideration of the compensation provided for in Section 4 hereof. The services listed on Exhibit B, along with any additional services that the Transfer Agent shall agree in writing to perform for the Trust hereunder, shall be referred to in this Agreement as "Transfer Agency Services." Transfer Agency Services shall not include any duties, functions or services to be performed for the Trust by the Trust's investment advisers, subadvisers or custodian pursuant to their agreements with the Trust or by NFM as the Administrator pursuant to this Agreement.

Together the Administration Services and the Transfer Agency Services shall be referred to as the "Services" in this Agreement.

When performing the Services to the Trust and the Funds, the Administrator and the Transfer Agent will each comply with the provisions of the Trust's Declaration of Trust, Bylaws, Code of Ethics and Registration Statements, will safeguard and promote the welfare of the Trust and the Funds, and will comply with the policies that the Trustees may from time to time reasonably determine, provided that such policies are not in conflict with this Agreement, the Trust's governing documents, or any applicable statutes or regulations.

2. SUBCONTRACTING. The Administrator and Transfer Agent may, at it's own expense, subcontract with any entity or person concerning the provision of the Services; provided, however that the Administrator or Transfer Agent shall not be relieved of any of its obligations under this Agreement by the appointment of such subcontractor and provided further, that the Administrator and Transfer Agent shall be responsible, to the extent provided in sections 7 and 8, respectively, for all acts of such subcontractor as if such acts were its own including any payment for services provided by subcontractor.

Notwithstanding the foregoing, to the extent the Administrator desires to subcontract to any entity or person all or a portion of the Services referenced in paragraph r of Exhibit A, the fees, expenses and costs of such subcontractor shall be allocated between (a) the Administrator or Transfer Agent and (b) the Trust, in accordance with the provisions of paragraph r of Exhibit A, provided the engagement and retention of the subcontractor and the terms thereof with respect to such subcontractor's services to the Trust are approved in advance of such engagement and retention by the Board of Trustees of the Trust or a Committee of the Board of Trustees of the Trust with delegated authority to approve such engagement and retention.

Further, to the extent the Administrator desires to subcontract to any entity or person the Services referenced in paragraph "s" of Exhibit A, all fees, expenses and costs of such subcontractor shall be borne by the Trust, in accordance with the provisions of paragraph "s" of Exhibit A, provided the engagement and retention of the subcontractor and the terms thereof with respect to such subcontractor's services to the Trust are approved in advance of such engagement and retention by the Board of Trustees of the Trust or a Committee of the Board of Trustees of the Trust pursuant to delegated authority to approve such engagement and retention.

3. EXPENSES. The Administrator and Transfer Agent shall be responsible for expenses incurred in providing the Services to the Trust, including the compensation of the Administrator's and Transfer Agent's employees who serve as officers of the Trust, except as provided for in Exhibit C, and except to the extent such expenses are not otherwise required to be reimbursed or paid by the Trust in this section 3 or Exhibit A. The Trust (or the Trust's investment advisers pursuant to their respective Advisory Agreements) shall be responsible for all other expenses of the Trust, including...without limitation: (i) investment advisory and subadvisory fees; (ii) interest and taxes; (iii) brokerage commissions, short sale dividend expenses and other costs in connection with the purchase or sale of securities and other investment instruments; (iv) fees and expenses of the Trust's trustees, other than those who are "interested persons" of the Administrator or investment adviser of the Trust; (v) legal and audit expenses; (vi) custodian fees and expenses;
(vii) fees and expenses related to the registration and qualification of the Trust and the Trust's shares for distribution under state and federal securities laws; (viii) expenses of printing and mailing reports and notices and proxy material to beneficial shareholders of the Trust; (ix) all other expenses incidental to holding meetings of the Trust's shareholders, including proxy solicitations therefore; (x) insurance premiums for fidelity and other coverage; (xi) association membership dues; (xii) the allocable portion of the fees, expenses and costs attributable to the development, implementation, preparation, administration, monitoring, reviewing and testing of the Trust's compliance program under rule 38a-1 of the Investment Company Act, as more fully described in paragraph r of Exhibit A; (xiii) all fees, expenses and costs attributable to the monitoring, processing and filing of proofs of claims on behalf of the Trust, as more fully described in paragraph "s" of Exhibit A including the annual fee paid to any third party subcontractor; and (xiv) such nonrecurring or non routine expenses as may arise, including those relating to actions, suits or proceedings to which the Trust is a party and the legal obligation which the Trust may have to indemnify the Trust's trustees and officers with respect thereto.

4. COMPENSATION. For the Services provided, the Trust hereby agrees to pay and the Administrator and Transfer Agent hereby agrees to accept as full compensation for the services rendered hereunder the fee listed for the Trust on Exhibit C. Such fees will be computed daily and payable monthly at an annual rate based on a Fund's average daily net assets and will be paid monthly as soon as practicable after the last day of each month.

In case of termination of this Agreement during any month, the fee for that month shall be reduced proportionately on the basis of the number of business days during which it is in effect, and the fee computed upon the average net assets for the business days it is so in effect for that month.

5. ANTI-MONEY LAUNDERING PROGRAM ("AML PROGRAM"). The Trust and the Transfer Agent have each adopted and implemented anti-money laundering policies, procedures and controls that comply and will continue to comply in all respects with the requirements of anti-money laundering laws and regulations applicable to investment companies. Each of the Trust and the Transfer Agent will at all times during its relationship with the other party strictly adhere to its respective anti-money laundering policies, procedures and controls.

a. Anti-Money Laundering Policies. Each of the Trust and Transfer Agent hereby represents and warrants that it has anti-money laundering policies, and procedures that are in compliance with federal, state and local laws and regulations applicable to investment companies, as may be amended from time to time. Each of the Trust and Transfer Agent hereby represents and warrants that it: 1) has a designated compliance officer responsible for administering and enforcing its anti-money laundering program; 2) will provide on-going training to its employees in its anti-money laundering policies and procedures and applicable anti-money laundering laws; 3) will periodically audit its anti-money laundering program and 4) will consent to fully cooperate with any federal examiner for the purposes of obtaining records and information related to the AML Program for the Trust.

b. Account Opening Procedures. To the extent the Transfer Agent receives and processes account applications for the Trust, the Transfer Agent shall ensure each customer (as defined under 31 CFR ss. 103.131(a)(2) ("Customer") who is seeking to open an "account" (as defined under 31 CFR ss. 103.131(a)(1) ("Account") provides the required data elements listed under 31 CFR ss. 103.131(b)(2)(i) ("Identification Data"), prior to opening an Account for a Customer. In addition, the Transfer Agent shall ensure that each Customer receives the notice required under 31 CFR ss. 103.131(b)(5) prior to opening the Customer's Account.

c. Due Diligence. To the extent that the Transfer Agent receives and processes account applications, the Transfer Agent, using documentary and non-documentary methods to verify some or all of the Identification Data, shall, to the extent reasonable and practicable, verify the identities of, and conduct due diligence (and, where appropriate, enhanced due diligence) with regard to, all Customers seeking to open an Account and, where applicable based on a reasonable risk-based assessment, the principal beneficial owners on whose behalf a Customer is seeking to open an Account, in accordance with the Transfer Agent's anti-money laundering policies, procedures and controls, and this Agreement. Such methods must allow the Transfer Agent to form a reasonable belief that it knows the true identity of the Customer within a reasonable time frame after opening the Account for the Customer. In the event that the Transfer Agent cannot, within a reasonable period after opening an Account for a Customer, verify the identity of the Customer or cannot form a reasonable belief that it knows the true identity of the Customer, the Transfer Agent will promptly notify the Trust and the Anti-Money Laundering Compliance Officer of the Trust.

d. Anti-Money Laundering Records. To the extent that the Transfer Agent receives and processes account applications, the Transfer Agent will hold all identifying information of each Customer seeking to open an Account and, where applicable based on a reasonable risk-based assessment, the beneficial owners on whose behalf a Customer is seeking to open an Account, in accordance with the Transfer Agent's anti-money laundering policies, procedures and controls, and this Agreement, and maintain such information for at least five years following an investor's final redemption from a Fund. In addition, the Transfer Agent will create and maintain: (i) a description of any document relied on to verify the Identification Data; (ii) a description of the methods used and the results of such verification; and (iii) a description of the resolution of any substantive discrepancy discovered when verifying the identity of any such customer. The Transfer Agent will maintain the information listed in (i)-(iii) for a period of five years after such record was made. The Transfer Agent shall promptly make such information required under this sub-section d available to the Trust or federal regulatory or law enforcement agencies upon proper request without violating any privacy laws as described in Section 6.

e. Prohibited Customers. The Transfer Agent will take all reasonable and practicable steps to ensure that it does not accept or maintain investments in any Fund, either directly or indirectly, from the following types of prohibited investors (collectively, "Prohibited Investors"):

1) A person or entity whose name appears on:

(i) the List of Specially Designated Nationals and Blocked Persons maintained by the U.S. Office of Foreign Assets Control ("OFAC") and any other prohibited lists determined by such office;

(ii) such other lists of prohibited persons and entities as may be mandated by applicable U.S. law or regulation; or

(iii) such other lists of prohibited persons and entities as may be provided to the Transfer Agent by the Trust;

2) A foreign shell bank (i.e., a bank with no physical presence in any country) ("Foreign Shell Bank");

3) An offshore bank (i.e., a non-U.S. bank that is permitted to conduct banking activities pursuant to a license issued by a foreign jurisdiction that as a condition of the license, prohibits the licensed entity from conducting banking activity with the citizens or in the currency of the jurisdiction that issued the license) ("Offshore Bank")

4) A person or entity resident in, or whose subscription funds originate from, a country or territory that appears on a list maintained by the Financial Action Task Force on Money Laundering ("Non-Cooperative Jurisdiction"); or

5) A person or entity who gives the Transfer Agent reason to believe that its subscription funds originate from, or are routed through, an account maintained at a Foreign Shell Bank, an offshore bank, or a bank organized or chartered under the laws of a Non-Cooperative Jurisdiction.

f. Notification. The Transfer Agent will immediately notify the Trust and the Anti-Money Laundering Compliance Officer of the Trust if it knows, or has reason to suspect, that a prospective or existing investor, or the principal beneficial owners on whose behalf a prospective or existing investor has made or is attempting to make, an investment, is a Prohibited Investor.

g. Suspicious Activity. In consultation with the Anti-Money Laundering Compliance Officer of the Trust, and to the extent that investor purchase and redemption orders are processed by the Transfer Agent, the Transfer Agent shall develop and implement measures to monitor investor activity in the Trust and will immediately notify the Trust and the Anti-Money Laundering Compliance Officer of the Trust if it becomes aware of any suspicious activity or pattern of activity or any activity that may require further review to determine whether it is suspicious.

h. Survivability. The provisions of this Anti-Money Laundering
Section (Section 5) shall survive the termination of the Agreement.

6. PRIVACY. Nonpublic personal financial information relating to shareholders or prospective investors in the Funds provided by, or at the direction of the Trust to the Administrator or Transfer Agent, or collected or retained by the Administrator or Transfer Agent in the course of performing the Services, shall be considered confidential information. The Administrator or the Transfer Agent shall not give, sell or in any way transfer such confidential information to any person or entity, other than affiliates of the Administrator and Transfer Agent or other Trust service providers that have a legitimate need for such information except at the direction of the Trust or as required or permitted by law (including applicable Anti-Money Laundering laws). The Administrator and Transfer Agent represents, warrants and agrees that it has in place and will maintain physical, electronic and procedural safeguards reasonably designed to protect the security, confidentiality and integrity of, and to prevent unauthorized access to or use of records and information relating to shareholders or prospective investors in the Funds. The Trust represents to the Administrator and the Transfer Agent that the Trust has adopted a statement of its privacy policies and practices as required by the Securities and Exchange Commission's Regulation S-P and the Trust agrees to provide the Administrator and the Transfer Agent with a copy of that statement annually.

7. RESPONSIBILITY OF ADMINISTRATOR.

a. The Administrator shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Trust in connection with the matters to which this Agreement relates, except a loss resulting from willful misfeasance, bad faith or negligence on its part in the performance of its duties or from reckless disregard by it of its obligations and duties under this Agreement. Any person, even though also an officer, director, partner, employee or agent of the Administrator, who may be or become an officer or trustee of

the Trust, shall be deemed, when rendering services to the Trust or acting on any business of the Trust (other than services or business in connection with the duties of the Administrator hereunder) in accordance with his responsibilities to the Trust as such officer or trustee, to be rendering such services to or acting solely for the Trust and not as an officer, director, partner, employee or agent or one under the control or direction of the Administrator even through paid by the Administrator.

b. The Administrator shall be kept indemnified by the Trust and be without liability for any action taken or thing done by it in performing the Administration Services in accordance with the above standards; provided, however, that the Trust will not indemnify the Administrator for the portion of any loss or claim caused, directly or indirectly, by the negligence, willful misfeasance or bad faith of the Administrator or by the Administrator's reckless disregard of its duties and obligations hereunder. In order that the indemnification provisions contained in this Section 7 shall apply, however, it is understood that if in any case the Trust may be asked to indemnify or save the Administrator harmless, the Trust shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the Administrator will use all reasonable care to identify and notify the Trust promptly concerning any situation which presents or appears likely to present the probability of such a claim for indemnification against the Trust. The Trust shall have the option to defend the Administrator against any claim which may be the subject of this indemnification. In the event that the Trust so elects, it will so notify the Administrator and thereupon the Trust shall take over complete defense of the claim, and the Administrator shall in such situation initiate no further legal or other expenses for which it shall seek indemnification under this Section. The Administrator shall in no case confess any claim or make any compromise or settlement in any case in which the Trust will be asked to indemnify the Administrator except with the Trust's written consent.

c. Notwithstanding the foregoing provisions in this Section 7, the Trust and the Administrator agree: (1) that the liability of the Administrator to the Trust with respect to the Services described in paragraph "s" of Exhibit A shall be limited, and shall never exceed, a maximum of the then-current annual fee paid to such third party subcontractor retained by Administrator upon approval of the Board of the Trust in connection with such subcontractor's performance of the Services described in paragraph "s" of Exhibit A, whether or not language governing the limitations of the liability of the third party subcontractor to the Administrator is contained in any agreement between Administrator and the third party subcontractor providing such services; and (2) the Administrator shall pay over to the Trust amounts it receives in damages from such third party service provider up to the amount of the contractual fee the Trust bears under the Administrator's agreement with such third party service provider; provided that, the Administrator and the Trust agree that any amounts in damages the Administrator receives from such third party service provider in excess of the amount of the contractual fee may be retained by the Administrator and not paid over to the Trust.

8. RESPONSIBILITY OF TRANSFER AGENT.

a. The Transfer Agent shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Trust in connection with the matters to which this Agreement relates, except a loss resulting from willful misfeasance, bad faith or negligence on its part in the performance of its duties or from reckless disregard by it of its obligations and duties under this Agreement. Any person, even though also an officer, director, partner, employee or agent of the Transfer Agent, who may be or become an officer or trustee of the Trust, shall be deemed, when rendering services to the Trust or acting on any business of the Trust (other than services or business in connection with the duties of the Transfer Agent hereunder) in accordance with his responsibilities to the Trust as such officer or trustee, to be rendering such services to or acting solely for the Trust and not as an officer, director, partner, employee or agent or one under the control or direction of the Transfer Agent even through paid by the Transfer Agent.

b. The Transfer Agent shall be kept indemnified by the Trust and be without liability for any action taken or thing done by it in performing the Transfer Agency Services in accordance with the above standards; provided, however, that the Trust will not indemnify the Transfer Agent for the portion of any loss or claim caused, directly or indirectly, by the negligence, willful misfeasance or bad faith of the Transfer Agent or by the Transfer Agent's reckless disregard of its duties and obligations hereunder. In order that the indemnification provisions contained in this Section 5 shall apply, however, it is understood that if in any case the Trust may be asked to indemnify or save the Transfer Agent harmless, the Trust shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the Transfer Agent will use all reasonable care to identify and notify the Trust promptly concerning any situation which presents or appears likely to present the probability of such a claim for indemnification against the Trust. The Trust shall have the option to defend the Transfer Agent against any claim which may be the subject of this indemnification. In the event that the Trust so elects, it will so notify the Transfer Agent and thereupon the Trust shall take over complete defense of the claim, and the Transfer Agent shall in such situation initiate no further legal or other expenses for which it shall seek indemnification under this Section. The Transfer Agent shall in no case confess any claim or make any compromise or settlement in any case in which the Trust will be asked to indemnify the Transfer Agent except with the Trust's written consent.

9. DURATION AND TERMINATION.

a. This Agreement shall become effective as of the date first written above. The Agreement may be terminated at any time, without payment of any penalty, by either party upon 90 days' advance written notice to the other party. The Agreement may also be terminated immediately upon written notice to the other party in the event of a material breach of any provision of this Agreement by such other party.

b. Upon the termination of this Agreement, the Trust shall pay to the Administrator and Transfer Agent such compensation as may be payable prior to the effective date of such termination. In the event that the Trust designates a successor to any of the Administrator's or Transfer Agent's obligations hereunder, the Administrator and/or Transfer Agent shall, at the direction of the Trust, transfer to such successor all relevant books, records and other data established or maintained by the Administrator or the Transfer Agent under the foregoing provisions.

10. AMENDMENT. No provision of this Agreement may be changed, waived, discharged or terminated orally, but only by an instrument in writing signed by the party against which an enforcement of the change, waiver, discharge or termination is sought.

11. NON-EXCLUSIVITY. The Services provided by the Administrator and the Transfer Agent under the Agreement are not deemed to be exclusive. Both the Administrator and the Transfer Agent are free to render such services to others and to engage in any other business or activity.

12. NOTICES. Notices of any kind to be given to the Trust hereunder by the Administrator or the Transfer Agent shall be in writing and shall be duly given if delivered to the Trust at the following address:

Nationwide Mutual Funds 1200 River Road
Conshohocken, PA 19428 Attn: Legal Department

Notices of any kind to be given to the Administrator hereunder by the Trust or the Transfer Agent shall be in writing and shall be duly given if delivered to the Administrator at:

Nationwide Fund Management LLC 1200 River Road
Conshohocken, PA 19428 Attn: Legal Department

Notices of any kind to be given to the Transfer Agent hereunder by the Trust or the Administrator shall be in writing and shall be duly given if delivered to the Transfer Agent at:

Nationwide Fund Management LLC 1200 River Road
Conshohocken, PA 19428 Attn: Legal Department

13. MISCELLANEOUS. The captions in this Agreement are included for convenience of reference only and in no way define or delimit any of the provisions hereof or otherwise affect their construction or effect. If any provision of this Agreement shall be held or made invalid by a court or regulatory agency decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected thereby. Subject to the provisions of Sections 7 and 8, hereof, this Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors. This Agreement shall be governed by and construed to be in accordance with substantive laws of the State of Ohio without reference to choice of law principles thereof and in accordance with the 1940 Act. In the case of any conflict, the 1940 Act shall control.

IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed by their officers designated below as of the day and year first above written.

NATIONWIDE MUTUAL FUNDS

By: /s/ JOHN GRADY
    ---------------------------------------
Name: John Grady
Title: President

NATIONWIDE FUND MANAGEMENT LLC

By: /s/ GERALD J. HOLLAND
    ---------------------------------------
Name: Gerald J. Holland
Title: SVP-COO

* As most recently approved at the March 15, 2007 Board Meeting.

EXHIBIT A

NATIONWIDE MUTUAL FUNDS

Fund Administration and Transfer Agency Agreement

ADMINISTRATION SERVICES

As Administrator, and subject to the supervision and control of the Trust's Board of Trustees, the Administrator will provide facilities, equipment, and personnel to carry out the following administrative and fund accounting services for operation of the business and affairs of the Trust and each of the Funds covered by this Agreement:

a. Prepare, file, and maintain the Trust's governing documents, including the Declaration of Trust, the Bylaws, minutes of meetings of Trustees and shareholders;

b. Prepare for, conduct and facilitate shareholder meetings as well as prepare, file, print and distribute proxy statements for meetings of shareholders;

c. Prepare and file on a timely basis with the Securities and Exchange Commission and the appropriate state securities authorities the registration statements for the Trust, relating to the Funds and the Funds' shares, and all amendments thereto, the Trust's reports pursuant to Investment Company Act Rule 24f-2, prospectuses, proxy statements, and such other documents as may be necessary or convenient to enable the Trust to make continuous offering of the Funds' shares and to conduct its affairs;

d. Assist the independent auditors in their audits of the Funds.

e. Compile and publicly disclose information on the proxy voting of each of the Funds;

f. Prepare, negotiate, and administer contracts on behalf of the Funds with, among others, the Trust's custodian and other third parties;

g. Supervise the Trust's custodian;

h. Advise the Trust and its Board of Trustees on matters concerning the Funds and their affairs, prepare board materials for regularly scheduled and special meetings of the Board of Trustees and make arrangements for such meetings;

i. Prepare and have filed on a timely basis the Federal and State income and other tax returns for the Funds;

j. Examine and review the operations of the Funds, and the Trust's custodian, transfer agent and investment adviser and the Funds' subadvisers, if any, to monitor and promote compliance with applicable state and federal law;

k. Coordinate the layout and printing of publicly disseminated prospectuses and reports;

l. Provide the Trust with office space and personnel;

m. Assist with the design, development, and operation of the Funds;

n. Provide individuals reasonably acceptable to the Trust's Board of Trustees for nomination, appointment, or election as officers of the Trust, who will be responsible for the management of certain of the Trust's affairs as determined by the Trust's Board of Trustees;

o. Monitor the Trust's compliance with Sections 851 through 855 of the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder, so as to enable the Trust and each Fund to comply with the diversification requirements applicable to investments of variable contracts and for each to maintain its status as a "regulated investment company;"

p. Obtain and keep in effect fidelity bonds and directors and officers/errors and omission insurance policies for the Trust and each of the Funds; and

q. Provide the Trust and each Fund with fund accounting services, including but not limited to the following services:

1) keeping and maintaining the following books and records of the Trust and each of the Funds pursuant to Rule 31a-1 under the Investment Company Act, including:

a) journals containing an itemized daily record of all purchase and sales of securities, all receipts and disbursements of cash and all other debit and credits, as required by Rule 31a-1(b)(1);

b) general and auxiliary ledgers reflecting all asset, liability, reserve, capital, income and expense accounts, including interest accrued and interest received, as required by Rule 31a-1(b)(2)(i);

c) separate ledger accounts required by Rule 31a-1(b)(2)(ii) and (iii); and

d) a monthly trial balance of all ledger accounts (except shareholder accounts) as required by Rule 31a-1(b)(8).

2) performing the following accounting services on a regular basis for each Fund, as may be reasonably requested by the Trust:

a) calculate the net asset value per share;

b) calculate the dividend and capital gain distribution, if any;

c) calculate a Fund's yield and total return (to the extent necessary or desirable);

d) reconcile cash movements with the Trust's custodian;

e) affirm to the Trust's custodian all portfolio trades and cash movements;

f) verify and reconcile with the Trust's custodian all daily trade activity;

g) provide such reports as may be required by the Trust;

h) prepare the Trust's financial statements, including oversight of expense accruals and payments;

i) calculate the deviation between marked-to-market and amortized cost valuations for any money market funds;

j) obtain security prices from independent pricing services, or if such quotes are unavailable, then determine such prices as provided for in the Trust's valuation procedures;

k) post summary shareholder activity received from the Transfer Agent and reconcile share balances, including receivables and payables with the Transfer Agent on a daily basis;

l) provide such other similar services with respect to a Fund as may be reasonably requested by the Trust; and

m) develop the financial statements and other information for the reports to shareholders and regulatory authorities, including Form N-SAR and Form N-CSR.

3) Provide accounting reports in connection with the Trust's annual audit, regulatory filings, compliance reporting, tax reporting, total return calculations and other audits and examinations by regulatory agencies.

4) Develop the financial statements and other information for the reports to shareholders and regulatory authorities, including Form N-SAR and Form N-CSR.

r. Develop, prepare, implement, administer, monitor, review and test the Trust's policies and procedures under rule 38a-1 of the Investment Company Act; provided that, notwithstanding the provisions of paragraph j above, the Trust shall reimburse the Administrator for the allocable portion of the fees, expenses and costs incurred by the Administrator (including the allocable portion of compensation paid to employees of Administrator who are not officers of the Trust and the allocable portion of any costs, fees or expenses of subcontractors in accordance with Section 2 of the Agreement) in performing the Services described in this paragraph r, in the proportion that the benefits of such services inure to the Trust and provided that such allocation of fees, costs and expenses related to the Trust is approved by the Board of Trustees of the Trust or by a Committee of the Board with delegated authority to approve such allocation.

s. Monitor, process and file, on behalf of the Trust, proofs of claims that are timely received in good order by the Administrator or its proof of claims subcontractor; provided that, the Trust shall reimburse the Administrator for all fees, expenses and costs of subcontractor(s) including the annual fee paid to such subcontractor incurred by the Administrator in accordance with Section 2 of the Agreement in performance of the services described in this paragraph "s", provided further that, such subcontractor, and its fees, costs and expenses, have been approved by the Board of Trustees, or by a Committee of the Board of Trustees pursuant to delegated authority in accordance with
Section 2 of the Agreement

t. Assist in all aspects of the Funds' operations other than those provided under other specific contracts.

The foregoing, along with any additional services that the Administrator shall agree in writing to perform for the Trust hereunder, shall hereafter be referred to as "Administration Services." In compliance with the requirements of Rule 31a-3 under the Investment Company Act, the Administrator hereby agrees that all records that it maintains for the Trust are the property of the Trust and further agrees to surrender promptly to the Trust any of such records upon the Trust's request. The Administrator further agrees to preserve for the periods prescribed by Investment Company Act Rule 31a-2 the records required to be maintained by Investment Company Act Rule 31a-1. Administration Services shall not include any duties, functions, or services to be performed for the Trust by the Trust's investment adviser, custodian, or transfer agent pursuant to their agreements with the Trust.

The Administrator acknowledges the importance of efficient and prompt transmission of information to the life insurance companies affiliated with the Administrator ("Nationwide") and other omnibus accounts. The Administrator agrees to use its best efforts to meet the deadline for transmission of pricing information presently set by Nationwide and other omnibus account holders and such other time deadlines as may be established from time to time in the future.

EXHIBIT B

NATIONWIDE MUTUAL FUNDS

Fund Administration and Transfer Agency Agreement

TRANSFER AGENCY SERVICES

1. In providing transfer agency services, the Transfer Agent shall:

a. Maintain all shareholder account records including the current name and address, and number of shares and fractional shares owned by each shareholder of a Fund;

b. Deposit and process all purchases on a daily basis;

c. Establish new accounts including procurement of tax identification numbers;

d. Process all redemptions including systematic withdrawals;

e. Examine and process all legal changes in share registrations and transfers of ownership;

f. Provide shareholder servicing support to respond to inquiries from investors and representatives selling shares of the Funds; and

g. Issue and send confirmation statements and periodic account statements.

2. The Transfer Agent shall act as the dividend disbursing agent and shall:

a. Calculate the shareholders' dividends and capital gains distributions; and

b. Process dividend payments and capital gains distributions, including the purchase of new shares through dividend reimbursement.

3. The Transfer Agent shall also:

a. Address and mail semi-annual reports, annual reports and prospectuses;

b. Prepare and mail all necessary reports to investors, state and federal authorities, including applicable Internal Revenue Service forms;

c. Issue replacement checks and maintain a "Stop Payment" file;

d. Solicit tax identification numbers;

e. Provide comprehensive accounting controls and reconciliations of all cash flow and settlement; and

f. Calculate applicable commissions on shareholder transactions.

As to the Transfer Agency Services, the Transfer Agent shall keep and maintain, or provide for the keeping and maintenance, on behalf of the Trust all books and records which the Trust is, or may be, required to keep and maintain pursuant to applicable statutes, rules and regulations in providing such services, except those specifically required to be retained by the Administrator as described in Exhibit A. The Transfer Agent further agrees that all such books and records shall be the property of the Trust and to make such books and records available for inspection by the Trust or by the Securities and Exchange Commission at reasonable times or otherwise to keep confidential all books and records and other information relative to the Trust and its shareholders, except when requested to divulge such information by duly-constituted authorities or court process, or as requested by the Trust, a shareholder or a shareholder's agent or the dealer of record with respect to information concerning an account as to which such shareholder has either a legal or beneficial interest.

EXHIBIT C

NATIONWIDE MUTUAL FUNDS

Fund Administration and Transfer Agency Agreement

FEE SCHEDULE

Effective May 1, 2007*

FEES

The Trust shall pay fees to the Administrator and Transfer Agent, as set forth in the schedule directly below, for the provision of services covered by this Agreement. Fees will be computed daily and payable monthly at an annual rate based on the aggregate amount of the Trust's average daily net assets. The Trust will also be responsible for out-of-pocket expenses (including, but not limited to, the cost of the pricing services that the Administrator utilizes and any networking fees paid as out-of-pocket expenses) reasonably incurred by the Administrator and the Transfer Agent in providing services to the Trust. All fees and expenses shall be paid by the Trust to the Administrator on behalf of the Administrator and the Transfer Agent.

                                   Aggregate+ Fee as a
Trust Asset Level#                 Percentage of Net Assets
-----------------------------------------------------------
Up to $1 billion                            0.26%
$1 billion up to $3 billion                 0.19%
$3 billion up to $4 billion                 0.15%
$4 billion up to $5 billion                 0.08%
$5 billion up to $10 billion                0.05%
$10 billion up to $12 billion               0.03%
$12 billion or more                         0.02%

------------

+ Includes fund administration and transfer agency services. # The assets of each of the Investor Destinations Funds (listed below) are excluded from the Trust asset level amount in order to calculate this asset based fee. The Investor Destinations Funds do not pay any part of this fee.

Nationwide  Growth Fund
Nationwide  Mid Cap Growth Leaders Fund
Nationwide  Bond Fund
Nationwide  Tax-Free Income Fund
Nationwide  Government Bond Fund
Nationwide  Money Market Fund
Nationwide  Value Opportunities Fund
Nationwide  U.S. Growth Leaders Fund

Nationwide  Short Duration Bond Fund
Nationwide  Enhanced Income Fund
Nationwide  Global Technology and Communications Fund
Nationwide  Global Health Sciences Fund
NorthPointe Small Cap Value Fund
NorthPointe Small Cap Growth Fund
Nationwide  International Growth Fund
Nationwide  Worldwide Leaders Fund
Nationwide  Emerging Markets Fund
Nationwide  Global Financial Services Fund
Nationwide  Global Utilities Fund
Nationwide  Leaders Fund
Nationwide  Small Cap Index Fund
Nationwide  International Index Fund
Nationwide  Bond Index Fund
Nationwide  Mid Cap Market Index Fund
Nationwide  S&P 500 Index Fund
Nationwide  Large Cap Value Fund
Nationwide  Small Cap Fund
Nationwide  Investor Destinations Aggressive Fund
Nationwide  Investor Destinations Moderately Aggressive Fund
Nationwide  Investor Destinations Moderate Fund
Nationwide  Investor Destinations Moderately Conservative Fund
Nationwide  Investor Destinations Conservative Fund
Nationwide  Micro Cap Equity Fund
Nationwide  Mid Cap Growth Fund
Nationwide  U.S. Growth Leaders Long-Short Fund
Nationwide  China Opportunities Fund
Nationwide  Global Natural Resources Fund
Nationwide  Optimal Allocations Fund: Growth
Nationwide  Optimal Allocations Fund: Moderate Growth
Nationwide  Optimal Allocations Fund: Moderate
Nationwide  Optimal Allocations Fund: Specialty
Nationwide  Optimal Allocations Fund: Defensive
Nationwide  Small Cap Leaders Fund
Nationwide  Hedged Core Equity Fund
Nationwide  Small Cap Growth Opportunities Fund
Nationwide  Small Cap Value Fund
Nationwide  Small Cap Core Fund
Nationwide  Market Neutral Fund

------------

* As most recently approved at the March 15, 2007 Board Meeting.

EX-99(h)(1)(b)

FUND ADMINISTRATION AND TRANSFER AGENCY AGREEMENT
AS AMENDED AND RESTATED

This Fund Administration and Transfer Agency Agreement (the "Agreement") is made as of May 1, 2007* between Nationwide Mutual Funds (formerly, Gartmore Mutual Funds) (the "Trust"), a Delaware statutory trust, and Nationwide Fund Management LLC (formerly, Gartmore Investor Services, Inc.), a Delaware limited liability company ("NFM").

WHEREAS, the Trust operates as an open-end management investment company and is registered under the Investment Company Act of 1940, as amended (the "Investment Company Act"); and

WHEREAS, the Trust previously entered into a combined Fund Administration and Transfer Agency Agreement with Gartmore SA Capital Trust (now know as Nationwide SA Capital Trust ("NSA")) as the Administrator and NFM as Transfer Agent in December 2003 (the "Agreement") which Agreement has been further amended and restated, most recently as of January 1, 2005;

WHEREAS, the Trust, NSA and NFM now desire to further amend and restate the Agreement to: (1) have NFM assume all of NSA's fund administration duties and obligations under the Agreement ("Administration Services") whereupon NFM, the current Transfer Agent will also serve as Administrator and provide the Administration Services previously provided by NSA; and (2) to add monitoring, processing and filing of proofs of claims to the Administration Services NFM will provide under the Agreement including authorizing NFM to delegate its obligations with respect thereto to a third party and to address related liability limits and costs related thereto; and

WHEREAS, the Trust desires to now retain NFM as "Administrator" to provide the Administration Services and as "Transfer Agent" to provide Transfer Agency Services as described below with respect to certain of the series of the Trust (the "Funds"), each of which are now, or may hereafter be, listed on Exhibit C to this Agreement, and NFM is willing to render such services;

NOW, THEREFORE, in consideration of the premises and mutual covenants set forth herein, the parties hereto agree as follows:

1. APPOINTMENT OF ADMINISTRATOR AND TRANSFER AGENT AND SERVICES AND DUTIES. The Trust hereby appoints NFM as administrator of the Trust and the Funds (the "Administrator") on the terms and conditions set forth in this Agreement; and the Administrator hereby accepts such appointment and agrees to perform the services and duties set forth in Exhibit A of this Agreement in consideration of the compensation provided for in Section 4 hereof. The services listed on Exhibit A, along with any additional services that the Administrator shall agree in writing to perform for the Trust hereunder, shall be referred to in this Agreement as "Administration Services." Administration Services shall not include any duties, functions or services to be performed for the Trust by the Trust's investment advisers, subadvisers or custodian pursuant to their agreements with the Trust or by NFM as the transfer agent pursuant to this Agreement.

The Trust hereby appoints NFM as the transfer agent of the Trust and the Funds (the "Transfer Agent") on the terms and conditions set forth in this Agreement, and the Transfer Agent hereby accepts such appointment and agrees to perform the services and duties set forth in Exhibit B of this Agreement in consideration of the compensation provided for in Section 4 hereof. The services listed on Exhibit B, along with any additional services that the Transfer Agent shall agree in writing to perform for the Trust hereunder, shall be referred to in this Agreement as "Transfer Agency Services." Transfer Agency Services shall not include any duties, functions or services to be performed for the Trust by the Trust's investment advisers, subadvisers or custodian pursuant to their agreements with the Trust or by NFM as the Administrator pursuant to this Agreement.

Together the Administration Services and the Transfer Agency Services shall be referred to as the "Services" in this Agreement.

When performing the Services to the Trust and the Funds, the Administrator and the Transfer Agent will each comply with the provisions of the Trust's Declaration of Trust, Bylaws, Code of Ethics and Registration Statements, will safeguard and promote the welfare of the Trust and the Funds, and will comply with the policies that the Trustees may from time to time reasonably determine, provided that such policies are not in conflict with this Agreement, the Trust's governing documents, or any applicable statutes or regulations.

2. SUBCONTRACTING. The Administrator and Transfer Agent may, at it's own expense, subcontract with any entity or person concerning the provision of the Services; provided, however that the Administrator or Transfer Agent shall not be relieved of any of its obligations under this Agreement by the appointment of such subcontractor and provided further, that the Administrator and Transfer Agent shall be responsible, to the extent provided in sections 7 and 8, respectively, for all acts of such subcontractor as if such acts were its own including any payment for services provided by subcontractor.

Notwithstanding the foregoing, to the extent the Administrator desires to subcontract to any entity or person all or a portion of the Services referenced in paragraph r of Exhibit A, the fees, expenses and costs of such subcontractor shall be allocated between (a) the Administrator or Transfer Agent and (b) the Trust, in accordance with the provisions of paragraph r of Exhibit A, provided the engagement and retention of the subcontractor and the terms thereof with respect to such subcontractor's services to the Trust are approved in advance of such engagement and retention by the Board of Trustees of the Trust or a Committee of the Board of Trustees of the Trust with delegated authority to approve such engagement and retention.

Further, to the extent the Administrator desires to subcontract to any entity or person the Services referenced in paragraph "s" of Exhibit A, all fees, expenses and costs of such subcontractor shall be borne by the Trust, in accordance with the provisions of paragraph "s" of Exhibit A, provided the engagement and retention of the subcontractor and the terms thereof with respect to such subcontractor's services to the Trust are approved in advance of such engagement and retention by the Board of Trustees of the Trust or a

Committee of the Board of Trustees of the Trust pursuant to delegated authority to approve such engagement and retention.

3. EXPENSES. The Administrator and Transfer Agent shall be responsible for expenses incurred in providing the Services to the Trust, including the compensation of the Administrator's and Transfer Agent's employees who serve as officers of the Trust, except as provided for in Exhibit C, and except to the extent such expenses are not otherwise required to be reimbursed or paid by the Trust in this section 3 or Exhibit A. The Trust (or the Trust's investment advisers pursuant to their respective Advisory Agreements) shall be responsible for all other expenses of the Trust, including...without limitation: (i) investment advisory and subadvisory fees; (ii) interest and taxes; (iii) brokerage commissions, short sale dividend expenses and other costs in connection with the purchase or sale of securities and other investment instruments; (iv) fees and expenses of the Trust's trustees, other than those who are "interested persons" of the Administrator or investment adviser of the Trust; (v) legal and audit expenses; (vi) custodian fees and expenses;
(vii) fees and expenses related to the registration and qualification of the Trust and the Trust's shares for distribution under state and federal securities laws; (viii) expenses of printing and mailing reports and notices and proxy material to beneficial shareholders of the Trust; (ix) all other expenses incidental to holding meetings of the Trust's shareholders, including proxy solicitations therefore; (x) insurance premiums for fidelity and other coverage; (xi) association membership dues; (xii) the allocable portion of the fees, expenses and costs attributable to the development, implementation, preparation, administration, monitoring, reviewing and testing of the Trust's compliance program under rule 38a-1 of the Investment Company Act, as more fully described in paragraph r of Exhibit A; (xiii) all fees, expenses and costs attributable to the monitoring, processing and filing of proofs of claims on behalf of the Trust, as more fully described in paragraph "s" of Exhibit A including the annual fee paid to any third party subcontractor; and (xiv) such nonrecurring or non routine expenses as may arise, including those relating to actions, suits or proceedings to which the Trust is a party and the legal obligation which the Trust may have to indemnify the Trust's trustees and officers with respect thereto.

4. COMPENSATION. For the Services provided, the Trust hereby agrees to pay and the Administrator and Transfer Agent hereby agrees to accept as full compensation for the services rendered hereunder the fee listed for the Trust on Exhibit C. Such fees will be computed daily and payable monthly at an annual rate based on a Fund's average daily net assets and will be paid monthly as soon as practicable after the last day of each month.

In case of termination of this Agreement during any month, the fee for that month shall be reduced proportionately on the basis of the number of business days during which it is in effect, and the fee computed upon the average net assets for the business days it is so in effect for that month.

5. ANTI-MONEY LAUNDERING PROGRAM ("AML PROGRAM"). The Trust and the Transfer Agent have each adopted and implemented anti-money laundering policies, procedures and

controls that comply and will continue to comply in all respects with the requirements of anti-money laundering laws and regulations applicable to investment companies. Each of the Trust and the Transfer Agent will at all times during its relationship with the other party strictly adhere to its respective anti-money laundering policies, procedures and controls.

a. Anti-Money Laundering Policies. Each of the Trust and Transfer Agent hereby represents and warrants that it has anti-money laundering policies, and procedures that are in compliance with federal, state and local laws and regulations applicable to investment companies, as may be amended from time to time. Each of the Trust and Transfer Agent hereby represents and warrants that it: 1) has a designated compliance officer responsible for administering and enforcing its anti-money laundering program; 2) will provide on-going training to its employees in its anti-money laundering policies and procedures and applicable anti-money laundering laws; 3) will periodically audit its anti-money laundering program and 4) will consent to fully cooperate with any federal examiner for the purposes of obtaining records and information related to the AML Program for the Trust.

b. Account Opening Procedures. To the extent the Transfer Agent receives and processes account applications for the Trust, the Transfer Agent shall ensure each customer (as defined under 31 CFR ss. 103.131(a)(2) ("Customer") who is seeking to open an "account" (as defined under 31 CFR ss. 103.131(a)(1) ("Account") provides the required data elements listed under 31 CFR ss. 103.131(b)(2)(i) ("Identification Data"), prior to opening an Account for a Customer. In addition, the Transfer Agent shall ensure that each Customer receives the notice required under 31 CFR ss. 103.131(b)(5) prior to opening the Customer's Account.

c. Due Diligence. To the extent that the Transfer Agent receives and processes account applications, the Transfer Agent, using documentary and non-documentary methods to verify some or all of the Identification Data, shall, to the extent reasonable and practicable, verify the identities of, and conduct due diligence (and, where appropriate, enhanced due diligence) with regard to, all Customers seeking to open an Account and, where applicable based on a reasonable risk-based assessment, the principal beneficial owners on whose behalf a Customer is seeking to open an Account, in accordance with the Transfer Agent's anti-money laundering policies, procedures and controls, and this Agreement. Such methods must allow the Transfer Agent to form a reasonable belief that it knows the true identity of the Customer within a reasonable time frame after opening the Account for the Customer. In the event that the Transfer Agent cannot, within a reasonable period after opening an Account for a Customer, verify the identity of the Customer or cannot form a reasonable belief that it knows the true identity of the Customer, the Transfer Agent will promptly notify the Trust and the Anti-Money Laundering Compliance Officer of the Trust.

d. Anti-Money Laundering Records. To the extent that the Transfer Agent receives and processes account applications, the Transfer Agent will hold all identifying

information of each Customer seeking to open an Account and, where applicable based on a reasonable risk-based assessment, the beneficial owners on whose behalf a Customer is seeking to open an Account, in accordance with the Transfer Agent's anti-money laundering policies, procedures and controls, and this Agreement, and maintain such information for at least five years following an investor's final redemption from a Fund. In addition, the Transfer Agent will create and maintain: (i) a description of any document relied on to verify the Identification Data; (ii) a description of the methods used and the results of such verification; and (iii) a description of the resolution of any substantive discrepancy discovered when verifying the identity of any such customer. The Transfer Agent will maintain the information listed in
(i)-(iii) for a period of five years after such record was made. The Transfer Agent shall promptly make such information required under this sub-section d available to the Trust or federal regulatory or law enforcement agencies upon proper request without violating any privacy laws as described in
Section 6.

e. Prohibited Customers. The Transfer Agent will take all reasonable and practicable steps to ensure that it does not accept or maintain investments in any Fund, either directly or indirectly, from the following types of prohibited investors (collectively, "Prohibited Investors"):

1) A person or entity whose name appears on:

(i) the List of Specially Designated Nationals and Blocked Persons maintained by the U.S. Office of Foreign Assets Control ("OFAC") and any other prohibited lists determined by such office;

(ii) such other lists of prohibited persons and entities as may be mandated by applicable U.S. law or regulation; or

(iii) such other lists of prohibited persons and entities as may be provided to the Transfer Agent by the Trust;

2) A foreign shell bank (i.e., a bank with no physical presence in any country) ("Foreign Shell Bank");

3) An offshore bank (i.e., a non-U.S. bank that is permitted to conduct banking activities pursuant to a license issued by a foreign jurisdiction that as a condition of the license, prohibits the licensed entity from conducting banking activity with the citizens or in the currency of the jurisdiction that issued the license) ("Offshore Bank")

4) A person or entity resident in, or whose subscription funds originate from, a country or territory that appears on a list maintained by the Financial Action Task Force on Money Laundering ("Non-Cooperative Jurisdiction"); or

5) A person or entity who gives the Transfer Agent reason to believe that its subscription funds originate from, or are routed through, an account maintained at

a Foreign Shell Bank, an offshore bank, or a bank organized or chartered under the laws of a Non-Cooperative Jurisdiction.

f. Notification. The Transfer Agent will immediately notify the Trust and the Anti-Money Laundering Compliance Officer of the Trust if it knows, or has reason to suspect, that a prospective or existing investor, or the principal beneficial owners on whose behalf a prospective or existing investor has made or is attempting to make, an investment, is a Prohibited Investor.

g. Suspicious Activity. In consultation with the Anti-Money Laundering Compliance Officer of the Trust, and to the extent that investor purchase and redemption orders are processed by the Transfer Agent, the Transfer Agent shall develop and implement measures to monitor investor activity in the Trust and will immediately notify the Trust and the Anti-Money Laundering Compliance Officer of the Trust if it becomes aware of any suspicious activity or pattern of activity or any activity that may require further review to determine whether it is suspicious.

h. Survivability. The provisions of this Anti-Money Laundering
Section (Section 5) shall survive the termination of the Agreement.

6. PRIVACY. Nonpublic personal financial information relating to shareholders or prospective investors in the Funds provided by, or at the direction of the Trust to the Administrator or Transfer Agent, or collected or retained by the Administrator or Transfer Agent in the course of performing the Services, shall be considered confidential information. The Administrator or the Transfer Agent shall not give, sell or in any way transfer such confidential information to any person or entity, other than affiliates of the Administrator and Transfer Agent or other Trust service providers that have a legitimate need for such information except at the direction of the Trust or as required or permitted by law (including applicable Anti-Money Laundering laws). The Administrator and Transfer Agent represents, warrants and agrees that it has in place and will maintain physical, electronic and procedural safeguards reasonably designed to protect the security, confidentiality and integrity of, and to prevent unauthorized access to or use of records and information relating to shareholders or prospective investors in the Funds. The Trust represents to the Administrator and the Transfer Agent that the Trust has adopted a statement of its privacy policies and practices as required by the Securities and Exchange Commission's Regulation S-P and the Trust agrees to provide the Administrator and the Transfer Agent with a copy of that statement annually.

7. RESPONSIBILITY OF ADMINISTRATOR.

a. The Administrator shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Trust in connection with the matters to which this Agreement relates, except a loss resulting from willful misfeasance, bad faith or negligence on its part in the performance of its duties or from reckless disregard by it of its obligations and duties under this Agreement. Any person, even though also an officer, director, partner, employee or agent of the Administrator, who may be or become an officer or trustee of the Trust, shall be deemed, when

rendering services to the Trust or acting on any business of the Trust (other than services or business in connection with the duties of the Administrator hereunder) in accordance with his responsibilities to the Trust as such officer or trustee, to be rendering such services to or acting solely for the Trust and not as an officer, director, partner, employee or agent or one under the control or direction of the Administrator even through paid by the Administrator.

b. The Administrator shall be kept indemnified by the Trust and be without liability for any action taken or thing done by it in performing the Administration Services in accordance with the above standards; provided, however, that the Trust will not indemnify the Administrator for the portion of any loss or claim caused, directly or indirectly, by the negligence, willful misfeasance or bad faith of the Administrator or by the Administrator's reckless disregard of its duties and obligations hereunder. In order that the indemnification provisions contained in this Section 7 shall apply, however, it is understood that if in any case the Trust may be asked to indemnify or save the Administrator harmless, the Trust shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the Administrator will use all reasonable care to identify and notify the Trust promptly concerning any situation which presents or appears likely to present the probability of such a claim for indemnification against the Trust. The Trust shall have the option to defend the Administrator against any claim which may be the subject of this indemnification. In the event that the Trust so elects, it will so notify the Administrator and thereupon the Trust shall take over complete defense of the claim, and the Administrator shall in such situation initiate no further legal or other expenses for which it shall seek indemnification under this Section. The Administrator shall in no case confess any claim or make any compromise or settlement in any case in which the Trust will be asked to indemnify the Administrator except with the Trust's written consent.

c. Notwithstanding the foregoing provisions in this Section 7, the Trust and the Administrator agree: (1) that the liability of the Administrator to the Trust with respect to the Services described in paragraph "s" of Exhibit A shall be limited, and shall never exceed, a maximum of the then-current annual fee paid to such third party subcontractor retained by Administrator upon approval of the Board of the Trust in connection with such subcontractor's performance of the Services described in paragraph "s" of Exhibit A, whether or not language governing the limitations of the liability of the third party subcontractor to the Administrator is contained in any agreement between Administrator and the third party subcontractor providing such services; and (2) the Administrator shall pay over to the Trust amounts it receives in damages from such third party service provider up to the amount of the contractual fee the Trust bears under the Administrator's agreement with such third party service provider; provided that, the Administrator and the Trust agree that any amounts in damages the Administrator receives from such third party service provider in excess of the amount of the contractual fee may be retained by the Administrator and not paid over to the Trust.

8. RESPONSIBILITY OF TRANSFER AGENT.

a. The Transfer Agent shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Trust in connection with the matters to which this Agreement relates, except a loss resulting from willful misfeasance, bad faith or negligence on its part in the performance of its duties or from reckless disregard by it of its obligations and duties under this Agreement. Any person, even though also an officer, director, partner, employee or agent of the Transfer Agent, who may be or become an officer or trustee of the Trust, shall be deemed, when rendering services to the Trust or acting on any business of the Trust (other than services or business in connection with the duties of the Transfer Agent hereunder) in accordance with his responsibilities to the Trust as such officer or trustee, to be rendering such services to or acting solely for the Trust and not as an officer, director, partner, employee or agent or one under the control or direction of the Transfer Agent even through paid by the Transfer Agent.

b. The Transfer Agent shall be kept indemnified by the Trust and be without liability for any action taken or thing done by it in performing the Transfer Agency Services in accordance with the above standards; provided, however, that the Trust will not indemnify the Transfer Agent for the portion of any loss or claim caused, directly or indirectly, by the negligence, willful misfeasance or bad faith of the Transfer Agent or by the Transfer Agent's reckless disregard of its duties and obligations hereunder. In order that the indemnification provisions contained in this Section 5 shall apply, however, it is understood that if in any case the Trust may be asked to indemnify or save the Transfer Agent harmless, the Trust shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the Transfer Agent will use all reasonable care to identify and notify the Trust promptly concerning any situation which presents or appears likely to present the probability of such a claim for indemnification against the Trust. The Trust shall have the option to defend the Transfer Agent against any claim which may be the subject of this indemnification. In the event that the Trust so elects, it will so notify the Transfer Agent and thereupon the Trust shall take over complete defense of the claim, and the Transfer Agent shall in such situation initiate no further legal or other expenses for which it shall seek indemnification under this Section. The Transfer Agent shall in no case confess any claim or make any compromise or settlement in any case in which the Trust will be asked to indemnify the Transfer Agent except with the Trust's written consent.

9. DURATION AND TERMINATION.

a. This Agreement shall become effective as of the date first written above. The Agreement may be terminated at any time, without payment of any penalty, by either party upon 90 days' advance written notice to the other party. The Agreement may also be terminated immediately upon written notice to the other

party in the event of a material breach of any provision of this Agreement by such other party.

b. Upon the termination of this Agreement, the Trust shall pay to the Administrator and Transfer Agent such compensation as may be payable prior to the effective date of such termination. In the event that the Trust designates a successor to any of the Administrator's or Transfer Agent's obligations hereunder, the Administrator and/or Transfer Agent shall, at the direction of the Trust, transfer to such successor all relevant books, records and other data established or maintained by the Administrator or the Transfer Agent under the foregoing provisions.

10. AMENDMENT. No provision of this Agreement may be changed, waived, discharged or terminated orally, but only by an instrument in writing signed by the party against which an enforcement of the change, waiver, discharge or termination is sought.

11. NON-EXCLUSIVITY. The Services provided by the Administrator and the Transfer Agent under the Agreement are not deemed to be exclusive. Both the Administrator and the Transfer Agent are free to render such services to others and to engage in any other business or activity.

12. NOTICES. Notices of any kind to be given to the Trust hereunder by the Administrator or the Transfer Agent shall be in writing and shall be duly given if delivered to the Trust at the following address:

Nationwide Mutual Funds 1200 River Road
Conshohocken, PA 19428 Attn: Legal Department

Notices of any kind to be given to the Administrator hereunder by the Trust or the Transfer Agent shall be in writing and shall be duly given if delivered to the Administrator at:

Nationwide Fund Management LLC 1200 River Road
Conshohocken, PA 19428 Attn: Legal Department

Notices of any kind to be given to the Transfer Agent hereunder by the Trust or the Administrator shall be in writing and shall be duly given if delivered to the Transfer Agent at:

Nationwide Fund Management LLC 1200 River Road
Conshohocken, PA 19428 Attn: Legal Department

13. MISCELLANEOUS. The captions in this Agreement are included for convenience of reference only and in no way define or delimit any of the provisions hereof or otherwise affect their construction or effect. If any provision of this Agreement shall be held or made invalid by a court or regulatory agency decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected thereby. Subject to the provisions of Sections 7 and 8, hereof, this Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors. This Agreement shall be governed by and construed to be in accordance with substantive laws of the State of Ohio without reference to choice of law principles thereof and in accordance with the 1940 Act. In the case of any conflict, the 1940 Act shall control.

IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed by their officers designated below as of the day and year first above written.

NATIONWIDE MUTUAL FUNDS

By:
Name:
Title:

NATIONWIDE FUND MANAGEMENT LLC

By:
Name:
Title:

* As most recently approved at the June 13, 2007 Board Meeting.

EXHIBIT A
NATIONWIDE MUTUAL FUNDS
Fund Administration and Transfer Agency Agreement

ADMINISTRATION SERVICES

As Administrator, and subject to the supervision and control of the Trust's Board of Trustees, the Administrator will provide facilities, equipment, and personnel to carry out the following administrative and fund accounting services for operation of the business and affairs of the Trust and each of the Funds covered by this Agreement:

a. Prepare, file, and maintain the Trust's governing documents, including the Declaration of Trust, the Bylaws, minutes of meetings of Trustees and shareholders;

b. Prepare for, conduct and facilitate shareholder meetings as well as prepare, file, print and distribute proxy statements for meetings of shareholders;

c. Prepare and file on a timely basis with the Securities and Exchange Commission and the appropriate state securities authorities the registration statements for the Trust, relating to the Funds and the Funds' shares, and all amendments thereto, the Trust's reports pursuant to Investment Company Act Rule 24f-2, prospectuses, proxy statements, and such other documents as may be necessary or convenient to enable the Trust to make continuous offering of the Funds' shares and to conduct its affairs;

d. Assist the independent auditors in their audits of the Funds.

e. Compile and publicly disclose information on the proxy voting of each of the Funds;

f. Prepare, negotiate, and administer contracts on behalf of the Funds with, among others, the Trust's custodian and other third parties;

g. Supervise the Trust's custodian;

h. Advise the Trust and its Board of Trustees on matters concerning the Funds and their affairs, prepare board materials for regularly scheduled and special meetings of the Board of Trustees and make arrangements for such meetings;

i. Prepare and have filed on a timely basis the Federal and State income and other tax returns for the Funds;

j. Examine and review the operations of the Funds, and the Trust's custodian, transfer agent and investment adviser and the Funds' subadvisers, if any, to monitor and promote compliance with applicable state and federal law;

k. Coordinate the layout and printing of publicly disseminated prospectuses and reports;

l. Provide the Trust with office space and personnel;

m. Assist with the design, development, and operation of the Funds;

n. Provide individuals reasonably acceptable to the Trust's Board of Trustees for nomination, appointment, or election as officers of the Trust, who will be responsible for the management of certain of the Trust's affairs as determined by the Trust's Board of Trustees;

o. Monitor the Trust's compliance with Sections 851 through 855 of the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder, so as to enable the Trust and each Fund to comply with the diversification requirements applicable to investments of variable contracts and for each to maintain its status as a "regulated investment company;"

p. Obtain and keep in effect fidelity bonds and directors and officers/errors and omission insurance policies for the Trust and each of the Funds; and

q. Provide the Trust and each Fund with fund accounting services, including but not limited to the following services:

1) keeping and maintaining the following books and records of the Trust and each of the Funds pursuant to Rule 31a-1 under the Investment Company Act, including:

a) journals containing an itemized daily record of all purchase and sales of securities, all receipts and disbursements of cash and all other debit and credits, as required by Rule 31a-1(b)(1);

b) general and auxiliary ledgers reflecting all asset, liability, reserve, capital, income and expense accounts, including interest accrued and interest received, as required by Rule 31a-1(b)(2)(i);

c) separate ledger accounts required by Rule 31a-1(b)(2)
(ii) and (iii); and

d) a monthly trial balance of all ledger accounts (except shareholder accounts) as required by Rule 31a-1(b)(8).

2) performing the following accounting services on a regular basis for each Fund, as may be reasonably requested by the Trust:

a) calculate the net asset value per share;

b) calculate the dividend and capital gain distribution, if any;

c) calculate a Fund's yield and total return (to the extent necessary or desirable);

d) reconcile cash movements with the Trust's custodian;

e) affirm to the Trust's custodian all portfolio trades and cash movements;

f) verify and reconcile with the Trust's custodian all daily trade activity;

g) provide such reports as may be required by the Trust;

h) prepare the Trust's financial statements, including oversight of expense accruals and payments;

i) calculate the deviation between marked-to-market and amortized cost valuations for any money market funds;

j) obtain security prices from independent pricing services, or if such quotes are unavailable, then determine such prices as provided for in the Trust's valuation procedures;

k) post summary shareholder activity received from the Transfer Agent and reconcile share balances, including receivables and payables with the Transfer Agent on a daily basis;

l) provide such other similar services with respect to a Fund as may be reasonably requested by the Trust; and

m) develop the financial statements and other information for the reports to shareholders and regulatory authorities, including Form N-SAR and Form N-CSR.

3) Provide accounting reports in connection with the Trust's annual audit, regulatory filings, compliance reporting, tax reporting, total return calculations and other audits and examinations by regulatory agencies.

4) Develop the financial statements and other information for the reports to shareholders and regulatory authorities, including Form N-SAR and Form N-CSR.

r. Develop, prepare, implement, administer, monitor, review and test the Trust's policies and procedures under rule 38a-1 of the Investment Company Act; provided that, notwithstanding the provisions of paragraph j above, the Trust shall reimburse the Administrator for the allocable portion of the fees, expenses and costs incurred by the Administrator (including the allocable portion of compensation paid to employees of Administrator who are not officers of the Trust and the allocable portion of any costs, fees or expenses of subcontractors in accordance with Section 2 of the Agreement) in performing the Services described in this paragraph r, in the proportion that the benefits of such services inure to the Trust and provided that such allocation of fees, costs and expenses related to the Trust is approved by the Board of Trustees of the Trust or by a Committee of the Board with delegated authority to approve such allocation.

s. Monitor, process and file, on behalf of the Trust, proofs of claims that are timely received in good order by the Administrator or its proof of claims subcontractor; provided that, the Trust shall reimburse the Administrator for all fees, expenses and costs of

subcontractor(s) including the annual fee paid to such subcontractor incurred by the Administrator in accordance with Section 2 of the Agreement in performance of the services described in this paragraph "s", provided further that, such subcontractor, and its fees, costs and expenses, have been approved by the Board of Trustees, or by a Committee of the Board of Trustees pursuant to delegated authority in accordance with Section 2 of the Agreement

t. Assist in all aspects of the Funds' operations other than those provided under other specific contracts.

The foregoing, along with any additional services that the Administrator shall agree in writing to perform for the Trust hereunder, shall hereafter be referred to as "Administration Services." In compliance with the requirements of Rule 31a-3 under the Investment Company Act, the Administrator hereby agrees that all records that it maintains for the Trust are the property of the Trust and further agrees to surrender promptly to the Trust any of such records upon the Trust's request. The Administrator further agrees to preserve for the periods prescribed by Investment Company Act Rule 31a-2 the records required to be maintained by Investment Company Act Rule 31a-1. Administration Services shall not include any duties, functions, or services to be performed for the Trust by the Trust's investment adviser, custodian, or transfer agent pursuant to their agreements with the Trust.

The Administrator acknowledges the importance of efficient and prompt transmission of information to the life insurance companies affiliated with the Administrator ("Nationwide") and other omnibus accounts. The Administrator agrees to use its best efforts to meet the deadline for transmission of pricing information presently set by Nationwide and other omnibus account holders and such other time deadlines as may be established from time to time in the future.

EXHIBIT B
NATIONWIDE MUTUAL FUNDS
Fund Administration and Transfer Agency Agreement

TRANSFER AGENCY SERVICES

1. In providing transfer agency services, the Transfer Agent shall:

a. Maintain all shareholder account records including the current name and address, and number of shares and fractional shares owned by each shareholder of a Fund;
b. Deposit and process all purchases on a daily basis;
c. Establish new accounts including procurement of tax identification numbers;
d. Process all redemptions including systematic withdrawals;
e. Examine and process all legal changes in share registrations and transfers of ownership;
f. Provide shareholder servicing support to respond to inquiries from investors and representatives selling shares of the Funds; and
g. Issue and send confirmation statements and periodic account statements.

2. The Transfer Agent shall act as the dividend disbursing agent and shall:

a. Calculate the shareholders' dividends and capital gains distributions; and
b. Process dividend payments and capital gains distributions, including the purchase of new shares through dividend reimbursement.

3. The Transfer Agent shall also:

a. Address and mail semi-annual reports, annual reports and prospectuses;
b. Prepare and mail all necessary reports to investors, state and federal authorities, including applicable Internal Revenue Service forms;
c. Issue replacement checks and maintain a "Stop Payment" file;
d. Solicit tax identification numbers;
e. Provide comprehensive accounting controls and reconciliations of all cash flow and settlement; and
f. Calculate applicable commissions on shareholder transactions.

As to the Transfer Agency Services, the Transfer Agent shall keep and maintain, or provide for the keeping and maintenance, on behalf of the Trust all books and records which the Trust is, or may be, required to keep and maintain pursuant to applicable statutes, rules and regulations in providing such services, except those specifically required to be retained by the Administrator as described in Exhibit A. The Transfer Agent further agrees that all such books and records shall be the property of the Trust and to make such books and records available for inspection by the Trust or by the Securities and Exchange Commission at reasonable times or otherwise to keep confidential all books and records and other information relative to the Trust and its shareholders, except when requested to divulge such information by duly-constituted authorities or court process, or as requested by the Trust, a shareholder or a shareholder's agent or the dealer of record with respect to information concerning an account as to which such shareholder has either a legal or beneficial interest.

EXHIBIT C
NATIONWIDE MUTUAL FUNDS
Fund Administration and Transfer Agency Agreement

FEE SCHEDULE

Effective September __, 2007*

FEES

The Trust shall pay fees to the Administrator and Transfer Agent, as set forth in the schedule directly below, for the provision of services covered by this Agreement. Fees will be computed daily and payable monthly at an annual rate based on the aggregate amount of the Trust's average daily net assets. The Trust will also be responsible for out-of-pocket expenses (including, but not limited to, the cost of the pricing services that the Administrator utilizes and any networking fees paid as out-of-pocket expenses) reasonably incurred by the Administrator and the Transfer Agent in providing services to the Trust. All fees and expenses shall be paid by the Trust to the Administrator on behalf of the Administrator and the Transfer Agent.

                                   Aggregate+ Fee as a
TRUST ASSET LEVEL#                 PERCENTAGE OF NET ASSETS
-----------------------------------------------------------
Up to $1 billion                            0.26%
$1 billion up to $3 billion                 0.19%
$3 billion up to $4 billion                 0.15%
$4 billion up to $5 billion                 0.08%
$5 billion up to $10 billion                0.05%
$10 billion up to $12 billion               0.03%
$12 billion or more                         0.02%

+ Includes fund administration and transfer agency services. # The assets of each of the Investor Destinations Funds and Target Destination Funds (listed below) are excluded from the Trust asset level amount in order to calculate this asset based fee. The Investor Destinations Funds and Target Destination Funds do not pay any part of this fee.

FUNDS OF THE TRUST

Nationwide Fund
Nationwide Growth Fund
Nationwide Mid Cap Growth Leaders Fund
Nationwide Bond Fund
Nationwide Tax-Free Income Fund
Nationwide Government Bond Fund
Nationwide Money Market Fund
Nationwide Value Opportunities Fund
Nationwide U.S. Growth Leaders Fund

Nationwide Short Duration Bond Fund
Nationwide Enhanced Income Fund
Nationwide Global Technology and Communications Fund Nationwide Global Health Sciences Fund
NorthPointe Small Cap Value Fund
NorthPointe Small Cap Growth Fund
Nationwide International Growth Fund
Nationwide Worldwide Leaders Fund
Nationwide Emerging Markets Fund
Nationwide Global Financial Services Fund Nationwide Global Utilities Fund
Nationwide Leaders Fund
Nationwide Small Cap Index Fund
Nationwide International Index Fund
Nationwide Bond Index Fund
Nationwide Mid Cap Market Index Fund
Nationwide S&P 500 Index Fund
Nationwide Large Cap Value Fund
Nationwide Small Cap Fund
Nationwide Investor Destinations Aggressive Fund# Nationwide Investor Destinations Moderately Aggressive Fund# Nationwide Investor Destinations Moderate Fund# Nationwide Investor Destinations Moderately Conservative Fund# Nationwide Investor Destinations Conservative Fund# Nationwide Micro Cap Equity Fund
Nationwide Mid Cap Growth Fund
Nationwide U.S. Growth Leaders Long-Short Fund Nationwide China Opportunities Fund
Nationwide Global Natural Resources Fund Nationwide Optimal Allocations Fund: Growth Nationwide Optimal Allocations Fund: Moderate Growth Nationwide Optimal Allocations Fund: Moderate Nationwide Optimal Allocations Fund: Specialty Nationwide Optimal Allocations Fund: Defensive Nationwide Small Cap Leaders Fund
Nationwide Hedged Core Equity Fund
Nationwide Small Cap Growth Opportunities Fund Nationwide Small Cap Value Fund
Nationwide Small Cap Core Fund
Nationwide Market Neutral Fund
Nationwide Destination 2010 Fund#
Nationwide Destination 2015 Fund#
Nationwide Destination 2020 Fund#
Nationwide Destination 2025 Fund#
Nationwide Destination 2030 Fund#

Nationwide Destination 2035 Fund#
Nationwide Destination 2040 Fund#
Nationwide Destination 2045 Fund#
Nationwide Destination 2050 Fund#
Nationwide Retirement Income Fund#

* As most recently approved at the June 13, 2007 Board Meeting.

EX-99(h)(2)(a)

ADMINISTRATIVE SERVICES PLAN
NATIONWIDE MUTUAL FUNDS
AMENDED, Effective May 1, 2007*

SECTION 1. This Administrative Services Plan (the "Plan") constitutes the administrative services plan for the classes of the funds as listed on Exhibit A (collectively, the "Funds"), each a series of Nationwide Mutual Funds (formerly, Gartmore Mutual Funds) (the "Trust"), and is adopted upon review and approval by the Board of Trustees of the Trust.

SECTION 2. Upon the recommendation of the administrator of the Funds, any officer of the Trust is authorized to execute and deliver, in the name and on behalf of the Fund, written agreements in substantially any other form duly approved by the Board of Trustees of the Trust ("Servicing Agreements") with financial institutions which are shareholders of record or which have a servicing relationship ("Service Organizations") with the beneficial owners of a class of a Fund's shares of beneficial interest ("Shares"). Such Servicing Agreements shall require the Service Organizations to provide administrative support services as set forth therein and as described in a Fund's applicable Prospectus to their customers who own of record or beneficially Shares. In consideration for providing such services, a Service Organization will receive a fee, computed daily and paid monthly in the manner set forth in the Servicing Agreements, and up to the annual rate listed on Exhibit A for each class of shares owned of record or beneficially by such customers. Any bank, trust company, thrift institution, broker-dealer, insurance company or other financial institution is eligible to become a Service Organization and to receive fees under this Plan. All expenses incurred by a Fund with respect to its Shares in connection with the Servicing Agreements and the implementation of this Plan shall be borne entirely by the holders of Shares of that Fund.

SECTION 3. So long as this Plan is in effect, the administrator shall provide to a Fund's Board of Trustees, and the Trustees shall review, at least quarterly, a written report of the amounts expended pursuant to this Plan and the purposes for which such expenditures were made.

SECTION 4. The Plan shall not take effect with respect to the Shares of a Fund until it has been approved, together with the form of the Servicing Agreements, by a vote of a majority of the Trustees who are not "interested persons" of that Fund (as defined in the Investment Company Act of 1940) and who have no direct or indirect financial interest in the operation of this Plan or in any agreements related to this Plan (the "Disinterested Trustees"), cast in person at a meeting called for the purpose of voting on the Plan or such Servicing Agreement, provided, however, that the Plan is not implemented prior to the effective date of the post-effective amendment to a Fund's registration statement describing the Plan and its implementation with respect to that Fund.

SECTION 5. Unless sooner terminated, this Plan shall continue until May 1, 2008, and thereafter, shall continue automatically for successive annual periods provided such continuance is approved at least annually by a majority of the Board of Trustees, including a majority of the Disinterested Trustees.

SECTION 6. This Plan may be amended at any time with respect to a Fund by the Board of Trustees, provided that any material amendments of the terms of this Plan shall become effective only upon the approvals set forth in Section 4.

SECTION 7. This Plan is terminable at any time with respect to the Fund by vote of a majority of the Disinterested Trustees.

SECTION 8. While this Plan is in effect, the selection and nomination of those Disinterested Trustees shall be committed to the discretion of the Disinterested Trustees of the Trust.

SECTION 9. This Plan has been adopted as of February 28, 2005, as subsequently amended effective May 1, 2007.

SECTION 10. The Trust is a statutory trust organized under the Delaware Statutory Trust Act (12 DEL. C. ss. 3801 et seq) and under an Agreement and Declaration of Trust and any and all amendments thereto. Pursuant to Section 3804 of the Delaware Statutory Trust Act, the debts, liabilities, obligations, costs, charges, reserves and expenses incurred, contracted for or otherwise existing with respect to a particular series, whether such series is now authorized and existing pursuant to the governing instrument of the Trust or is hereafter authorized and existing pursuant to said governing instrument, shall be enforceable against the assets associated with such series only, and not against the assets of the Trust generally or any other series thereof, and, except as otherwise provided in the governing instrument of the Trust, none of the debts, liabilities, obligations, costs, charges, reserves and expenses incurred, contracted for or otherwise existing with respect to the Trust generally or any other series thereof shall be enforceable against the assets of such series.

Nationwide Mid Cap Growth Leaders Fund                                          A, D, R, Institutional Service
Nationwide Growth Fund                                                          A, D, R, Institutional Service
Nationwide Fund                                                                 A, D, R, Institutional Service
Nationwide Bond Fund                                                            A, D, R
Nationwide Tax-Free Income Fund                                                 A, D
Nationwide Government Bond Fund                                                 A, D, R
Nationwide Money Market Fund                                                    Prime, Service
Nationwide S&P 500 Index Fund                                                   A, R, Service, Institutional Service
Nationwide Small Cap Fund                                                       A, R, Institutional Service
Nationwide Large Cap Value Fund                                                 A, R, Institutional Service
Nationwide Short Duration Bond Fund                                             A, Service, IRA
Nationwide U.S. Growth Leaders Fund                                             A, R, Institutional Service
Nationwide Value Opportunities Fund                                             A, R, Institutional Service
Nationwide Enhanced Income Fund                                                 A, R, Institutional Service
Nationwide Small Cap Index Fund                                                 A, R
Nationwide Mid Cap Market Index Fund                                            A, R
Nationwide International Index Fund                                             A, R
Nationwide Bond Index Fund                                                      A, R
Nationwide Investor Destinations Aggressive Fund                                A, R, Service
Nationwide Investor Destinations Moderately Aggressive Fund                     A, R, Service
Nationwide Investor Destinations Moderate Fund                                  A, R, Service
Nationwide Investor Destinations Moderately Conservative Fund                   A, R, Service
Nationwide Investor Destinations Conservative Fund                              A, R, Service
Nationwide Global Technology and Communications Fund                            A, R, Institutional Service
Nationwide Global Health Sciences Fund                                          A, R, Institutional Service
Nationwide Emerging Markets Fund                                                A, R, Institutional Service
Nationwide International Growth Fund                                            A, R, Institutional Service
Nationwide Worldwide Leaders Fund                                               A, R, Institutional Service
Nationwide Global Financial Services Fund                                       A, R, Institutional Service
Nationwide Global Utilities Fund                                                A, R, Institutional Service
Nationwide Leaders Fund                                                         A, R, Institutional Service
Nationwide Micro Cap Equity Fund                                                A, R, Institutional Service
Nationwide Mid Cap Growth Fund                                                  A, R, Institutional Service
Nationwide U.S. Growth Leaders Long-Short Fund                                  A, R, Institutional Service
Nationwide China Opportunities Fund                                             A, R, Institutional Service
Nationwide Small Cap Growth Opportunities Fund                                  A, R, Institutional Service
Nationwide Small Cap Value Fund                                                 A, R, Institutional Service
Nationwide Small Cap Core Fund                                                  A, R, Institutional Service
Nationwide Market Neutral Fund                                                  A, R, Institutional Service
Nationwide Global Natural Resources Fund                                        A, R, Institutional Service
Nationwide Optimal Allocations Fund: Growth                                     A, R, Institutional Service
Nationwide Optimal Allocations Fund: Moderate Growth                            A, R, Institutional Service
Nationwide Optimal Allocations Fund: Moderate                                   A, R, Institutional Service
Nationwide Optimal Allocations Fund: Specialty                                  A, R, Institutional Service
Nationwide Optimal Allocations Fund: Defensive                                  A, R, Institutional Service

NorthPointe Small Cap Growth Fund                                               A, R, Institutional Service
NorthPointe Small Cap Value Fund                                                A, R, Institutional Service
Nationwide Small Cap Leaders Fund                                               A, R, Institutional Service
Nationwide Hedged Core Equity Fund                                              A, R, Institutional Service

The Funds shall pay amounts not exceeding on an annual basis a maximum amount of:

(a) 25 basis points (0.25%) of the average daily net assets of the Class A Shares of the Funds;

(b) 25 basis points (0.25%) of the average daily net assets of the Class D Shares of the Funds;

(c) 25 basis points (0.25%) of the average daily net assets of the Class R Shares of the Funds;

(d) 25 basis points (0.25%) of the average daily net assets of the Service Class Shares of the Funds;

(e) 25 basis points (0.25%) of the average daily net assets of the Institutional Service Class Shares of the Funds;

(e) 25 basis points (0.25%) of the average daily net assets of the Prime Shares of the Nationwide Money Market Fund; and

(f) 25 basis points (0.25%) of the average daily net assets of the IRA Class Shares of the Nationwide Short Duration Bond Fund.

EX-99(h)(2)(b)

ADMINISTRATIVE SERVICES PLAN
NATIONWIDE MUTUAL FUNDS
Amended, Effective September __, 2007*

Section 1. This Administrative Services Plan (the "Plan") constitutes the administrative services plan for the classes of the funds as listed on Exhibit A (collectively, the "Funds"), each a series of Nationwide Mutual Funds (formerly, Gartmore Mutual Funds) (the "Trust"), and is adopted upon review and approval by the Board of Trustees of the Trust.

Section 2. Upon the recommendation of the administrator of the Funds, any officer of the Trust is authorized to execute and deliver, in the name and on behalf of the Fund, written agreements in substantially any other form duly approved by the Board of Trustees of the Trust ("Servicing Agreements") with financial institutions which are shareholders of record or which have a servicing relationship ("Service Organizations") with the beneficial owners of a class of a Fund's shares of beneficial interest ("Shares"). Such Servicing Agreements shall require the Service Organizations to provide administrative support services as set forth therein and as described in a Fund's applicable Prospectus to their customers who own of record or beneficially Shares. In consideration for providing such services, a Service Organization will receive a fee, computed daily and paid monthly in the manner set forth in the Servicing Agreements, and up to the annual rate listed on Exhibit A for each class of shares owned of record or beneficially by such customers. Any bank, trust company, thrift institution, broker-dealer, insurance company or other financial institution is eligible to become a Service Organization and to receive fees under this Plan. All expenses incurred by a Fund with respect to its Shares in connection with the Servicing Agreements and the implementation of this Plan shall be borne entirely by the holders of Shares of that Fund.

Section 3. So long as this Plan is in effect, the administrator shall provide to a Fund's Board of Trustees, and the Trustees shall review, at least quarterly, a written report of the amounts expended pursuant to this Plan and the purposes for which such expenditures were made.

Section 4. The Plan shall not take effect with respect to the Shares of a Fund until it has been approved, together with the form of the Servicing Agreements, by a vote of a majority of the Trustees who are not "interested persons" of that Fund (as defined in the Investment Company Act of 1940) and who have no direct or indirect financial interest in the operation of this Plan or in any agreements related to this Plan (the "Disinterested Trustees"), cast in person at a meeting called for the purpose of voting on the Plan or such Servicing Agreement, provided, however, that the Plan is not implemented prior to the effective date of the post-effective amendment to a Fund's registration statement describing the Plan and its implementation with respect to that Fund.

Section 5. Unless sooner terminated, this Plan shall continue until May 1, 2008, and thereafter, shall continue automatically for successive annual periods provided such continuance is approved at least annually by a majority of the Board of Trustees, including a majority of the Disinterested Trustees.

Section 6. This Plan may be amended at any time with respect to a Fund by the Board of Trustees, provided that any material amendments of the terms of this Plan shall become effective only upon the approvals set forth in Section 4.

Section 7. This Plan is terminable at any time with respect to the Fund by vote of a majority of the Disinterested Trustees.

Section 8. While this Plan is in effect, the selection and nomination of those Disinterested Trustees shall be committed to the discretion of the Disinterested Trustees of the Trust.

Section 9. This Plan has been adopted as of February 28, 2005, as subsequently amended effective September __, 2007.

Section 10. The Trust is a statutory trust organized under the Delaware Statutory Trust Act (12 Del. C. ss. 3801 et seq) and under an Agreement and Declaration of Trust and any and all amendments thereto. Pursuant to Section 3804 of the Delaware Statutory Trust Act, the debts, liabilities, obligations, costs, charges, reserves and expenses incurred, contracted for or otherwise existing with respect to a particular series, whether such series is now authorized and existing pursuant to the governing instrument of the Trust or is hereafter authorized and existing pursuant to said governing instrument, shall be enforceable against the assets associated with such series only, and not against the assets of the Trust generally or any other series thereof, and, except as otherwise provided in the governing instrument of the Trust, none of the debts, liabilities, obligations, costs, charges, reserves and expenses incurred, contracted for or otherwise existing with respect to the Trust generally or any other series thereof shall be enforceable against the assets of such series.

Nationwide Mid Cap Growth Leaders Fund                                          A, D, R, Institutional Service
Nationwide Growth Fund                                                          A, D, R, Institutional Service
Nationwide Fund                                                                 A, D, R, Institutional Service
Nationwide Bond Fund                                                            A, D, R
Nationwide Tax-Free Income Fund                                                 A, D
Nationwide Government Bond Fund                                                 A, D, R
Nationwide Money Market Fund                                                    Prime, Service
Nationwide S&P 500 Index Fund                                                   A, R, Service, Institutional Service
Nationwide Small Cap Fund                                                       A, R, Institutional Service
Nationwide Large Cap Value Fund                                                 A, R, Institutional Service
Nationwide Short Duration Bond Fund                                             A, Service, IRA
Nationwide U.S. Growth Leaders Fund                                             A, R, Institutional Service
Nationwide Value Opportunities Fund                                             A, R, Institutional Service
Nationwide Enhanced Income Fund                                                 A, R, Institutional Service
Nationwide Small Cap Index Fund                                                 A, R
Nationwide Mid Cap Market Index Fund                                            A, R
Nationwide International Index Fund                                             A, R
Nationwide Bond Index Fund                                                      A, R
Nationwide Investor Destinations Aggressive Fund                                A, R, Service
Nationwide Investor Destinations Moderately Aggressive Fund                     A, R, Service
Nationwide Investor Destinations Moderate Fund                                  A, R, Service
Nationwide Investor Destinations Moderately Conservative Fund                   A, R, Service
Nationwide Investor Destinations Conservative Fund                              A, R, Service
Nationwide Global Technology and Communications Fund                            A, R, Institutional Service
Nationwide Global Health Sciences Fund                                          A, R, Institutional Service
Nationwide Emerging Markets Fund                                                A, R, Institutional Service
Nationwide International Growth Fund                                            A, R, Institutional Service
Nationwide Worldwide Leaders Fund                                               A, R, Institutional Service
Nationwide Global Financial Services Fund                                       A, R, Institutional Service
Nationwide Global Utilities Fund                                                A, R, Institutional Service
Nationwide Leaders Fund                                                         A, R, Institutional Service
Nationwide Micro Cap Equity Fund                                                A, R, Institutional Service
Nationwide Mid Cap Growth Fund                                                  A, R, Institutional Service
Nationwide U.S. Growth Leaders Long-Short Fund                                  A, R, Institutional Service
Nationwide China Opportunities Fund                                             A, R, Institutional Service
Nationwide Small Cap Growth Opportunities Fund                                  A, R, Institutional Service
Nationwide Small Cap Value Fund                                                 A, R, Institutional Service
Nationwide Small Cap Core Fund                                                  A, R, Institutional Service
Nationwide Market Neutral Fund                                                  A, R, Institutional Service
Nationwide Global Natural Resources Fund                                        A, R, Institutional Service
Nationwide Optimal Allocations Fund: Growth                                     A, R, Institutional Service
Nationwide Optimal Allocations Fund: Moderate Growth                            A, R, Institutional Service
Nationwide Optimal Allocations Fund: Moderate                                   A, R, Institutional Service
Nationwide Optimal Allocations Fund: Specialty                                  A, R, Institutional Service

Nationwide Optimal Allocations Fund: Defensive                                  A, R, Institutional Service
NorthPointe Small Cap Growth Fund                                               A, R, Institutional Service
NorthPointe Small Cap Value Fund                                                A, R, Institutional Service
Nationwide Small Cap Leaders Fund                                               A, R, Institutional Service
Nationwide Hedged Core Equity Fund                                              A, R, Institutional Service
Nationwide Destination 2010 Fund                                                A, R1, R2, Institutional Service
Nationwide Destination 2015 Fund                                                A, R1, R2, Institutional Service
Nationwide Destination 2020 Fund                                                A, R1, R2, Institutional Service
Nationwide Destination 2025 Fund                                                A, R1, R2, Institutional Service
Nationwide Destination 2030 Fund                                                A, R1, R2, Institutional Service
Nationwide Destination 2035 Fund                                                A, R1, R2, Institutional Service
Nationwide Destination 2040 Fund                                                A, R1, R2, Institutional Service
Nationwide Destination 2045 Fund                                                A, R1, R2, Institutional Service
Nationwide Destination 2050 Fund                                                A, R1, R2, Institutional Service
Nationwide Retirement Income Fund                                               A, R1, R2, Institutional Service

The Funds shall pay amounts not exceeding on an annual basis a maximum amount of:

(a) 25 basis points (0.25%) of the average daily net assets of the Class A Shares of the Funds;

(b) 25 basis points (0.25%) of the average daily net assets of the Class D Shares of the Funds;

(c) 25 basis points (0.25%) of the average daily net assets of the Class R Shares of the Funds;

(d) 25 basis points (0.25%) of the average daily net assets of the Class R1 Shares of the Funds;

(e) 25 basis points (0.25%) of the average daily net assets of the Class R2 Shares of the Funds;

(f) 25 basis points (0.25%) of the average daily net assets of the Service Class Shares of the Funds;

(g) 25 basis points (0.25%) of the average daily net assets of the Institutional Service Class Shares of the Funds;

(h) 25 basis points (0.25%) of the average daily net assets of the Prime Shares of the Nationwide Money Market Fund; and

(i) 25 basis points (0.25%) of the average daily net assets of the IRA Class Shares of the Nationwide Short Duration Bond Fund.

EX-99(h)(3)

EXPENSE LIMITATION AGREEMENT

NATIONWIDE MUTUAL FUNDS

EXPENSE LIMITATION AGREEMENT, effective as of May 1, 2007, by and between NATIONWIDE FUND ADVISORS (formerly, Gartmore Mutual Fund Capital Trust) (the "Investment Adviser") and NATIONWIDE MUTUAL FUNDS, (formerly, Gartmore Mutual Funds) (the "Trust") a Delaware statutory trust, on behalf of the funds listed on Exhibit A (each, a "Fund").

WHEREAS, the Trust is registered under the Investment Company Act of 1940, as amended (the "1940 Act"), as an open end management company of the series type, and the Fund is a separate series of the Trust; and

WHEREAS, the Trust and the Investment Adviser have entered into an Investment Advisory Agreement (the "Advisory Agreement"), pursuant to which the Investment Adviser renders investment advisory services to each Fund for compensation based on the value of the average daily net assets of that Fund; and

WHEREAS, the Trust and the Investment Adviser have determined that it is appropriate and in the best interests of each Fund and its shareholders to maintain the expenses of the Fund at a level below the level to which that Fund would otherwise be subject.

NOW, THEREFORE, the parties hereto agree as follows:

1.1. APPLICABLE EXPENSE LIMIT. To the extent that the aggregate expenses incurred by a Fund or a class of a Fund in any fiscal year, including but not limited to investment advisory fees of the Investment Adviser (but excluding interest, taxes, brokerage commissions and other costs incurred in connection with the purchase and sale of portfolio securities, Rule 12b-1 fees, fees paid pursuant to an Administrative Services Plan, short sale dividend expenses, other expenditures which are capitalized in accordance with generally accepted accounting principles, expenses incurred by a Fund in connection with any merger or reorganization, and other non-routine expenses not incurred in the ordinary course of the Fund's business) ("Fund Operating Expenses"), exceed the Operating Expense Limit, as defined in Section 1.2 below, such excess amount (the "Excess Amount") shall be the liability of the Investment Adviser.

1.2. OPERATING EXPENSE LIMIT. The Operating Expense Limit in any year shall be an amount that is a percentage of the average daily net assets of each class of the Fund at an annual rate as described in Exhibit A, or such other annual rate as may be agreed to in writing by the parties. The parties hereby agree that Operating Expense Limit described in Exhibit A will not be increased before the date listed on Exhibit A.

1.3. METHOD OF COMPUTATION--NON-DAILY DIVIDEND FUNDS. To determine the Investment Adviser's liability with respect to the Excess Amount for Funds that do not accrue daily dividends, each month the Fund Operating Expenses shall be annualized as of the last day of the month for each class of a Fund. If the annualized Fund Operating Expenses for any month exceed the Operating Expense Limit of a Fund class, the Investment Adviser shall (i) waive or reduce its advisory fee by an amount sufficient to reduce the annualized Fund Operating Expenses to an amount which does not exceed the Operating Expense Limit, and/or
(ii) remit to a Fund an amount that, together with the waived or reduced advisory fee, is sufficient to satisfy such Excess Amount.

1.4 METHOD OF COMPUTATION - DAILY DIVIDEND FUNDS. To determine the Investment Adviser's liability with respect to the Excess Amount for Funds that accrue daily dividends (a "Daily Dividend Fund"), each day the Fund Operating Expenses shall be annualized as of that day for each class of a Daily Dividend Fund. If the annualized Fund Operating Expenses for any day exceed the Operating Expense Limit of a Daily Dividend Fund class, the Investment Adviser shall (i) on a daily basis waive or reduce its advisory fee for such month by an amount sufficient to reduce the annualized Fund Operating Expenses to an amount which does not exceed the Operating Expense Limit and/or (ii) on a monthly basis remit to a Fund an amount that, together with the waived or reduced advisory fee, is sufficient to satisfy such Excess Amount.

1.5 YEAR-END ADJUSTMENT. If necessary, on or before the last day of the first month of each fiscal year, an adjustment payment shall be made by the appropriate party in order that the amount of the advisory fees waived or reduced and other payments remitted by the Investment Adviser to a Fund with respect to the previous fiscal year shall equal the Excess Amount.

2. REIMBURSEMENT OF FEE WAIVERS AND EXPENSE REIMBURSEMENTS.

2.1. REIMBURSEMENT. If in any fiscal year during which total Fund assets are greater than $100 million and in which the Investment Advisory Agreement is still in effect, the estimated aggregate Fund Operating Expenses for the fiscal year are less than the Operating Expense Limit for that year, subject to quarterly approval by the Trust's Board of Trustees as provided in
Section 2.2 below, the Investment Adviser shall be entitled to reimbursement by a Fund, in whole or in part as provided below, of the advisory fees waived or reduced and other payments remitted by the Investment Adviser to the Fund pursuant to Section 1 hereof. The total amount of reimbursement to which the Investment Adviser may be entitled (the "Reimbursement Amount") shall equal, at any time, the sum of all advisory fees previously waived or reduced by the Investment Adviser and all other payments remitted by the Investment Adviser to a Fund or a class of a Fund (as appropriate), pursuant to Section 1 hereof, less any reimbursement previously paid by such Fund to the Investment Adviser, pursuant to Sections 2.2 or 2.3 hereof, with respect to such waivers, reductions, and payments; provided, however, that no Reimbursement Amount shall be paid at a date more than three (3) years after the fiscal year when the Investment Adviser waived investment advisory fees or reimbursed other expenses to a Fund or a class of a Fund for the corresponding Excess Amount pursuant to
Section 1. The Reimbursement Amount shall not include any additional charges or fees whatsoever, including, but not limited to, interest accruable on the Reimbursement Amount.

2.2. BOARD APPROVAL. No reimbursement shall be paid to the Investment Adviser pursuant to this provision in any fiscal year, unless the Trust's Board of Trustees has determined that the payment of such reimbursement is appropriate in light of the terms of this Agreement. The Trust's Board of Trustees shall determine quarterly in advance whether any portion of the Reimbursement Amount may be paid to the Investment Adviser in such quarter.

2.3. METHOD OF COMPUTATION. To determine a Fund's payments, if any, to reimburse the Investment Adviser for all or any portion of the Reimbursement Amount, each month the Fund Operating Expenses for each Fund class shall be annualized as of the last day of the month. If the annualized Fund Operating Expenses for any month are less than the Operating Expense Limit for that class for that year, a Fund, only with the prior approval of the Board, shall pay to the Investment Adviser an amount sufficient to increase the annualized Fund Operating Expenses to an amount no greater than the Operating Expense Limit for that year, provided that such amount paid to the Investment Adviser will not exceed the total Reimbursement Amount. If the annualized Fund Operating Expenses for a Fund are greater than the Operating Expense Limit for one or more months in a quarter and less than the remaining month(s), the calculation described in this section will be made on a monthly basis and the net amount of the monthly calculations will be presented to the Board for approval.

2.4. YEAR-END ADJUSTMENT. If necessary, on or before the last day of the first month of each fiscal year, an adjustment payment shall be made by the appropriate party in order that the actual Fund Operating Expenses for the prior fiscal year (including any reimbursement payments hereunder with respect to such fiscal year) do not exceed the Operating Expense Limit.

3. TERM AND TERMINATION OF AGREEMENT.

This Agreement shall continue in effect for the period listed on Exhibit A for any Fund covered by the Agreement and then unless this Agreement is terminated earlier as provided below, from year to year thereafter provided such continuance is specifically approved by a majority of the Trustees of the Trust who (i) are not "interested persons" of the Trust or any other party to this Agreement, as defined in the 1940 Act, and (ii) have no direct or indirect financial interest in the operation of this Agreement ("Non-Interested Trustees"), provided however, that the reimbursements described in Section 2 will not continue to accrue for more than three years after the fiscal year when the Investment Adviser waived investment advisory fees or reimbursed other expenses to a Fund for the corresponding Excess Amount pursuant to Section 1. In order to terminate the Agreement, the Investment Adviser must give at least 30 days' prior written notice to the Trust prior to the end of the period listed on Exhibit A or the end of the annual renewal. Regardless of any other termination provisions, the provisions contained in Section 2 of this Agreement relating to the reimbursement of the Investment Adviser for fee waivers and expense reimbursements previously made by the Investment Adviser on behalf of the Fund shall survive the termination of the Agreement.

4. MISCELLANEOUS.

4.1. CAPTIONS. The captions in this Agreement are included for convenience of reference only and in no other way define or delineate any of the provisions hereof or otherwise affect their construction or effect.

4.2. INTERPRETATION. Nothing herein contained shall be deemed to require the Trust or a Fund to take any action contrary to the Trust's Agreement and Declaration of Trust or By-Laws, or any applicable statutory or regulatory requirement to which it is subject or by which it is bound, or to relieve or deprive the Trust's Board of Trustees of its responsibility for and control of the conduct of the affairs of the Trust or the Fund.

4.3. DEFINITIONS. Any question of interpretation of any term or provision of this Agreement, including but not limited to the investment advisory fee, the computations of net asset values, and the allocation of expenses, having a counterpart in or otherwise derived from the terms and provisions of the Advisory Agreement or the 1940 Act, shall have the same meaning as and be resolved by reference to such Advisory Agreement or the 1940 Act.

IN WITNESS WHEREOF, the parties have caused this Agreement to be signed by their respective officers thereunto duly authorized and their respective corporate seals to be hereunto affixed, as of the day and year first above written.

NATIONWIDE MUTUAL FUNDS

By: /s/ JOHN GRADY
    -------------------------------
Name: John Grady
Title: President

NATIONWIDE FUND ADVISORS

By: /S/GERALD J. HOLLAND
    -------------------------------
Name: Gerald Holland
Title: SVP-COO

NAME OF FUND/CLASS                                                     EXPENSE LIMITATION FOR FUND/CLASS
------------------                                                     ---------------------------------
Nationwide Mid Cap Growth Fund
Class A                                                                         1.15%
Class B                                                                         1.15%
Class C                                                                         1.15%
Class R                                                                         1.15%
Institutional Service Class                                                     1.15%
Institutional Class                                                             1.15%

Nationwide Mid Cap Growth Leaders Fund
Class A                                                                         1.20%
Class B                                                                         1.20%
Class C                                                                         1.20%
Class D                                                                         1.20%
Class R                                                                         1.20%
Institutional Service Class                                                     1.20%
Institutional Class                                                             1.20%

Nationwide Money Market Fund++
Class C                                                                         0.59%
Prime                                                                           0.59%
Service                                                                         0.59%
Institutional                                                                   0.59%

Nationwide Small Cap Leaders Fund
Class A                                                                         1.35%
Class B                                                                         1.35%
Class C                                                                         1.35%
Class R                                                                         1.35%
Institutional Service Class                                                     1.35%
Institutional Class                                                             1.35%


Nationwide China Opportunities Fund
Class A                                                                         1.75%
Class B                                                                         1.75%
Class C                                                                         1.75%
Class R                                                                         1.75%
Institutional Service Class                                                     1.75%
Institutional Class                                                             1.75%

NAME OF FUND/CLASS                                                     EXPENSE LIMITATION FOR FUND/CLASS
------------------                                                     ---------------------------------
Nationwide Global Natural Resources Fund
Class A                                                                         1.20%
Class B                                                                         1.20%
Class C                                                                         1.20%
Class R                                                                         1.20%
Institutional Service Class                                                     1.20%
Institutional Class                                                             1.20%


Nationwide Optimal Allocations Fund: Growth
Class A                                                                         0.25%
Class B                                                                         0.25%
Class C                                                                         0.25%
Class R                                                                         0.25%
Institutional Service Class                                                     0.25%
Institutional Class                                                             0.25%

Nationwide Optimal Allocations Fund: Moderate Growth
Class A                                                                         0.25%
Class B                                                                         0.25%
Class C                                                                         0.25%
Class R                                                                         0.25%
Institutional Service Class                                                     0.25%
Institutional Class                                                             0.25%

Nationwide Optimal Allocations Fund: Moderate
Class A                                                                         0.25%
Class B                                                                         0.25%
Class C                                                                         0.25%
Class R                                                                         0.25%
Institutional Service Class                                                     0.25%
Institutional Class                                                             0.25%

Nationwide Optimal Allocations Fund: Specialty
Class A                                                                         0.25%
Class B                                                                         0.25%
Class C                                                                         0.25%
Class R                                                                         0.25%
Institutional Service Class                                                     0.25%
Institutional Class                                                             0.25%

NAME OF FUND/CLASS                                                     EXPENSE LIMITATION FOR FUND/CLASS
------------------                                                     ---------------------------------
Nationwide Optimal Allocations Fund:  Defensive
Class A                                                                         0.25%
Class B                                                                         0.25%
Class C                                                                         0.25%
Class R                                                                         0.25%
Institutional Service Class                                                     0.25%
Institutional Class Shares                                                      0.25%

Nationwide Emerging Markets Fund
Class A                                                                         1.55%
Class B                                                                         1.55%
Class C                                                                         1.55%
Class R                                                                         1.55%
Institutional Service Class                                                     1.55%
Institutional Class Shares                                                      1.55%

Nationwide International Growth Fund
Class A                                                                         1.40%
Class B                                                                         1.40%
Class C                                                                         1.40%
Class R                                                                         1.40%
Institutional Service Class                                                     1.40%
Institutional Class Shares                                                      1.40%

Nationwide Worldwide Leaders Fund
Class A                                                                         1.40%
Class B                                                                         1.40%
Class C                                                                         1.40%
Class R                                                                         1.40%
Institutional Service Class                                                     1.40%
Institutional Class Shares                                                      1.40%

Nationwide Global Financial Services Fund
Class A                                                                         1.40%
Class B                                                                         1.40%
Class C                                                                         1.40%
Class R                                                                         1.40%
Institutional Service Class                                                     1.40%
Institutional Class Shares                                                      1.40%

Nationwide Global Utilities Fund
Class A                                                                         1.20%
Class B                                                                         1.20%
Class C                                                                         1.20%
Class R                                                                         1.20%
Institutional Service Class                                                     1.20%
Institutional Class Shares                                                      1.20%

NAME OF FUND/CLASS                                                     EXPENSE LIMITATION FOR FUND/CLASS
------------------                                                     ---------------------------------
Nationwide Hedged Core Equity Fund
Class A                                                                         1.65%
Class B                                                                         1.65%
Class C                                                                         1.65%
Class R                                                                         1.65%
Institutional Service Class                                                     1.65%
Institutional Class Shares                                                      1.65%


Nationwide Small Cap Growth Opportunities Fund
Class A                                                                         1.35%
Class B                                                                         1.35%
Class C                                                                         1.35%
Class R                                                                         1.35%
Institutional Service Class                                                     1.35%
Institutional Class Shares                                                      1.35%

Nationwide Small Cap Value Fund
Class A                                                                         1.35%
Class B                                                                         1.35%
Class C                                                                         1.35%
Class R                                                                         1.35%
Institutional Service Class                                                     1.35%
Institutional Class Shares                                                      1.35%


Nationwide Small Cap Core Fund
Class A                                                                         1.25%
Class B                                                                         1.25%
Class C                                                                         1.25%
Class R                                                                         1.25%
Institutional Service Class                                                     1.25%
Institutional Class Shares                                                      1.25%

Nationwide Market Neutral Fund
Class A                                                                         1.65%
Class B                                                                         1.65%
Class C                                                                         1.65%
Class R                                                                         1.65%
Institutional Service Class                                                     1.65%
Institutional Class Shares                                                      1.65%

Nationwide U.S. Growth Leaders Long-Short Fund
Class A                                                                         1.65%
Class B                                                                         1.65%
Class C                                                                         1.65%
Class R                                                                         1.65%
Institutional Service Class                                                     1.65%
Institutional Class Shares                                                      1.65%

NAME OF FUND/CLASS                                                     EXPENSE LIMITATION FOR FUND/CLASS
------------------                                                     ---------------------------------
Nationwide Short Duration Bond Fund
Class A                                                                         0.55%
Class C                                                                         0.55%
Service Class                                                                   0.55%
IRA Class                                                                       0.55%
Institutional Class                                                             0.55%

Nationwide Enhanced Income Fund
Class A                                                                         0.45%
Class R                                                                         0.45%
Institutional Class                                                             0.45%
Institutional Service Class                                                     0.45%

NorthPointe Small Cap Growth Fund
Class A                                                                         1.10%
Class B                                                                         1.10%
Class C                                                                         1.10%
Class R                                                                         1.10%
Institutional Class                                                             1.10%
Institutional Service Class                                                     1.10%

* Effective May 1, 2007 until at least May 1, 2008, as most recently approved at the January 11, 2007 Board Meeting. These expense limitations may be revised, after the expiration of the agreed upon term, if mutually agreed upon by the parties. They may also be revised to increase the limitations at anytime if mutually agreed upon by the parties.

++ With respect to the Service Class if the Nationwide Money Market Fund, effective at least until May 1, 2008, the Fund Operating Expenses shall be limited to 0.75% and shall include the Rule 12b-1 fees and fees paid pursuant to an Administrative Services Plan.

NATIONWIDE MUTUAL FUNDS

 By: /s/ JOHN GRADY
     --------------------------------
 Name: John Grady
Title: President

NATIONWIDE FUND ADVISORS

By: /s/ GERALD J. HOLLAND
    --------------------------------
Name: Gerald Holland
Title: SVP-COO

EX-99(h)(4)

EXPENSE LIMITATION AGREEMENT

NATIONWIDE MUTUAL FUNDS

EXPENSE LIMITATION AGREEMENT, effective as of May 1, 2007, by and between NATIONWIDE FUND ADVISORS (formerly, Gartmore Mutual Fund Capital Trust) (the "Investment Adviser") and NATIONWIDE MUTUAL FUNDS (formerly, Gartmore Mutual Funds) (the "Trust"), a Delaware statutory trust, on behalf of each of the funds listed on Exhibit A (each, a "Fund").

WHEREAS, the Trust is registered under the Investment Company Act of 1940, as amended (the "1940 Act"), as an open end-diversified management company of the series type, and each Fund is a separate series of the Trust; and

WHEREAS, the Trust and the Investment Adviser have entered into an Investment Advisory Agreement (the "Advisory Agreement"), pursuant to which the Investment Adviser renders investment advisory services to each Fund for compensation based on the value of the average daily net assets of that Fund; and

WHEREAS, the Trust and the Investment Adviser have determined that it is appropriate and in the best interests of each Fund and its shareholders to maintain the expenses of the Fund at a level below the level to which that Fund would normally be subject during its start-up period.

NOW, THEREFORE, the parties hereto agree as follows:

1. EXPENSE LIMITATION.

1.1. APPLICABLE EXPENSE LIMIT. To the extent that the aggregate expenses incurred by the Fund in any fiscal year, including but not limited to investment advisory fees of the Investment Adviser (but excluding interest, taxes, brokerage commissions and other costs incurred in connection with the purchase and sale of portfolio securities, Rule 12b-1 fees, fees paid pursuant to an Administrative Services Plan, short sale dividend expenses, other expenditures which are capitalized in accordance with generally accepted accounting principles, expenses incurred by a Fund in connection with any merger or reorganization, and other non-routine expenses not incurred in the ordinary course of the Fund's business) ("Fund Operating Expenses"), exceed the Operating Expense Limit, as defined in Section 1.2 below, such excess amount (the "Excess Amount") shall be the liability of the Investment Adviser.

1.2. OPERATING EXPENSE LIMIT. The Operating Expense Limit in any year shall be an a amount that is a percentage of the average daily net assets of each class of the Fund at an annual rate as described in Exhibit A, or such other annual rate as may be agreed to in writing by the parties. The parties hereby agree that Operating Expense Limit described in Exhibit A initially will not be increased before the date listed on Exhibit A.

1.3. METHOD OF COMPUTATION - NON-DAILY DIVIDEND FUNDS. To determine the Investment Adviser's liability with respect to the Excess Amount for Funds that do not accrue daily dividends, each month the Fund Operating Expenses shall be annualized as of the last day of the month for each class of a Fund. If the annualized Fund Operating Expenses for any month exceed the Operating Expense Limit of a Fund class, the Investment Adviser shall (i) waive or reduce its advisory fee by an amount sufficient to reduce the annualized Fund Operating Expenses to an amount that does not exceed the Operating Expense Limit, and/or
(ii) remit to a Fund an amount that, together with the waived or reduced advisory fee, is sufficient to satisfy such Excess Amount.

1.4. METHOD OF COMPUTATION - DAILY DIVIDEND FUNDS. To determine the Investment Adviser's liability with respect to the Excess Amount for Funds that accrue daily dividends (a "Daily Dividend Fund"), each day the Fund Operating Expenses shall be annualized as of that day for each class of a Daily Dividend Fund. If the annualized Fund Operating Expenses for any day exceed the Operating Expense Limit of a Daily Dividend Fund class, the Investment Adviser shall (i) on a daily basis waive or reduce its advisory fee for such month by an amount sufficient to reduce the annualized Fund Operating Expenses to an amount which does not exceed the Operating Expense Limit and/or (ii) on a monthly basis remit to a Fund an amount that, together with the waived or reduced advisory fee, is sufficient to satisfy such Excess Amount.

1.5. YEAR-END ADJUSTMENT. If necessary, on or before the last day of the first month of each fiscal year, an adjustment payment shall be made by the appropriate party in order that the amount of the advisory fees waived or reduced and other payments remitted by the Investment Adviser to a Fund with respect to the previous fiscal year shall equal the Excess Amount.

2. REIMBURSEMENT OF FEE WAIVERS AND EXPENSE REIMBURSEMENTS.

2.1. REIMBURSEMENT. If in any fiscal year during which total Fund assets are greater than $100 million and in which the Investment Advisory Agreement is still in effect, the estimated aggregate Fund Operating Expenses for the fiscal year are less than the Operating Expense Limit for that year, subject to quarterly approval by the Trust's Board of Trustees as provided in
Section 2.2 below, the Investment Adviser shall be entitled to reimbursement by a Fund, in whole or in part as provided below, of the advisory fees waived or reduced and other payments remitted by the Investment Adviser to the Fund pursuant to Section 1 hereof. The total amount of reimbursement to which the Investment Adviser may be entitled (the "Reimbursement Amount") shall equal, at any time, the sum of all advisory fees previously waived or reduced by the Investment Adviser and all other payments remitted by the Investment Adviser to a Fund or a class of a Fund (as appropriate), pursuant to Section 1 hereof, during any of the previous five (5) fiscal years less any reimbursement previously paid by such Fund to the Investment Adviser, pursuant to Sections 2.2 or 2.3 hereof, with respect to such waivers, reductions, and payments. The Reimbursement Amount shall not include any additional charges or fees whatsoever, including, but not limited to, interest accruable on the Reimbursement Amount.

2.2. BOARD APPROVAL. No portion of the Reimbursement Amount shall be paid to the Investment Adviser pursuant to this provision in any fiscal year, unless the Trust's Board of Trustees has determined that the payment of such reimbursement is appropriate in light of the terms of the this Agreement. The Trust's Board of Trustees shall determine quarterly in advance whether any portion of the Reimbursement Amount may be paid to the Investment Adviser in such quarter.

2.3. METHOD OF COMPUTATION. To determine a Fund's payments, if any, to reimburse the Investment Adviser for all or any portion of the Reimbursement Amount, each month the Fund Operating Expenses for each Fund shall be annualized as of the last day of the month. If the annualized Fund Operating Expenses for any month are less than the Operating Expense Limit for that class for that year, a Fund, only with the prior approval of the Board, shall pay to the Investment Adviser an amount sufficient to increase the annualized Fund Operating Expenses to an amount no greater than the Operating Expense Limit for that year, provided that such amount paid to the Investment Adviser will in no event exceed the total Reimbursement Amount. If the annualized Fund Operating Expenses for a Fund are greater than the Operating Expense Limit for one or more months in a quarter and less the remaining month(s), the calculation described in this section will be made on a monthly basis and the net amount of the monthly calculations will be presented to the Board for approval.

2.4. YEAR-END ADJUSTMENT. If necessary, on or before the last day of the first month of each fiscal year, an adjustment payment shall be made by the appropriate party in order that the actual Fund Operating Expenses for the prior fiscal year (including any reimbursement payments hereunder with respect to such fiscal year) do not exceed the Operating Expense Limit.

3. TERM AND TERMINATION OF AGREEMENT.

This Agreement shall continue in effect for the period listed on Exhibit A for any Fund covered by the Agreement and then unless this Agreement is terminated earlier as provided below, from year to year thereafter provided such continuance is specifically approved by a majority of the Trustees of the Trust who (i) are not "interested persons" of the Trust or any other party to this Agreement, as defined in the 1940 Act, and (ii) have no direct or indirect financial interest in the operation of this Agreement ("Non-Interested Trustees"), provided however, that the reimbursements described in Section 2 will not continue for more than five years after a Fund's commencement of operations. In order to terminate the Agreement, the Investment Adviser must give at least 30 days' prior written notice to the Trust prior to the end of the period listed on Exhibit A or the end of the annual renewal. Regardless of any other termination provisions, the provisions contained in Section 2 of this Agreement relating to the reimbursement of the Investment Adviser for fee waivers and expense reimbursements previously made by the Investment Adviser on behalf of the Fund shall survive the termination of the Agreement.

4. MISCELLANEOUS.

4.1. CAPTIONS. The captions in this Agreement are included for convenience of reference only and in no other way define or delineate any of the provisions hereof or otherwise affect their construction or effect.

4.2. INTERPRETATION. Nothing herein contained shall be deemed to require the Trust or a Fund to take any action contrary to the Trust's Agreement and Declaration of Trust or By-Laws, or any applicable statutory or regulatory requirement to which it is subject or by which it is bound, or to relieve or deprive the Trust's Board of Trustees of its responsibility for and control of the conduct of the affairs of the Trust or the Fund.

4.3. DEFINITIONS. Any question of interpretation of any term or provision of this Agreement, including but not limited to the investment advisory fee, the computations of net asset values, and the allocation of expenses, having a counterpart in or otherwise derived from the terms and provisions of the Advisory Agreement or the 1940 Act, shall have the same meaning as and be resolved by reference to such Advisory Agreement or the 1940 Act.

IN WITNESS WHEREOF, the parties have caused this Agreement to be signed by their respective officers thereunto duly authorized and their respective corporate seals to be hereunto affixed, as of the day and year first above written.

NATIONWIDE MUTUAL FUNDS

By: /s/ JOHN GRADY
    --------------------------------
Name: John Grady
Title: President

NATIONWIDE FUND ADVISORS

By: /s/ GERALD J. HOLLAND
    --------------------------------
Name: Gerald Holland
Title: SVP-COO

EXHIBIT A
to the Expense Limitation Agreement
between
NATIONWIDE MUTUAL FUNDS and
NATIONWIDE FUND ADVISORS

NAME OF FUND/CLASS                                                  EXPENSE LIMITATION FOR FUND/CLASS
------------------                                                  ---------------------------------
Nationwide Large Cap Value Fund
         Class A                                                                1.15%
         Class B                                                                1.15%
         Class C                                                                1.15%
         Class R                                                                1.15%
         Institutional Service Class                                            1.15%
         Institutional Class                                                    1.15%


Nationwide Global Technology and Communications Fund
         Class A                                                                1.38%
         Class B                                                                1.38%
         Class C                                                                1.38%
         Class R                                                                1.38%
         Institutional Service Class                                            1.38%
         Institutional Class                                                    1.38%

Nationwide Global Health Sciences Fund
         Class A                                                                1.40%
         Class B                                                                1.40%
         Class C                                                                1.40%
         Class R                                                                1.40%
         Institutional Service Class                                            1.40%
         Institutional Class                                                    1.40%

NorthPointe Small Cap Value Fund
         Institutional Class                                                    1.00%

Nationwide Value Opportunities Fund
         Class A                                                                1.10%
         Class B                                                                1.10%
         Class C                                                                1.10%
         Class R                                                                1.10%
         Institutional Service Class                                            1.10%
         Institutional Class                                                    1.10%

NAME OF FUND/CLASS                                                  EXPENSE LIMITATION FOR FUND/CLASS
------------------                                                  ---------------------------------
Nationwide U.S. Growth Leaders Fund
         Class A                                                                1.30%
         Class B                                                                1.30%
         Class C                                                                1.30%
         Class R                                                                1.30%
         Institutional Service Class                                            1.30%
         Institutional Class                                                    1.30%

Nationwide Leaders Fund
         Class A                                                                1.20%
         Class B                                                                1.20%
         Class C                                                                1.20%
         Class R                                                                1.20%
         Institutional Service Class                                            1.20%
         Institutional Class                                                    1.20%

Nationwide Micro Cap Equity Fund
         Class A                                                                1.65%
         Class B                                                                1.65%
         Class C                                                                1.65%
         Class R                                                                1.65%
         Institutional Service Class                                            1.65%
         Institutional Class                                                    1.65%

Class A                                                                4.00%**
Class B                                                                4.00%**
Class C                                                                4.00%**
Service Class                                                          4.00%**

Class A                                                                0.25%
Class B                                                                0.25%
Class C                                                                0.25%
Class R                                                                0.25%
Service Class                                                          0.25%
Institutional Class Shares                                             0.25%

Nationwide S&P 500 Index Fund1
         Class A                                                                0.23%
         Class B                                                                0.23%
         Class C                                                                0.23%
         Class R                                                                0.23%
         Local Fund Shares                                                      0.23%
         Service Class                                                          0.23%
         Institutional Service Class                                            0.23%
         Institutional Class                                                    0.23%

Nationwide Small Cap Index Fund
         Class A                                                                0.30%
         Class B                                                                0.30%
         Class C                                                                0.30%
         Class R                                                                0.30%
         Institutional Class                                                    0.30%

         Class A                                                                4.00%**
         Class B                                                                4.00%**
         Class C                                                                4.00%**
         Institutional Class                                                    4.00%**

Nationwide Mid Cap Market Index Fund
         Class A                                                                0.32%
         Class B                                                                0.32%
         Class C                                                                0.32%
         Class R                                                                0.32%
         Institutional Class                                                    0.32%

Nationwide International Index Fund
         Class A                                                                0.37%
         Class B                                                                0.37%
         Class C                                                                0.37%
         Class R                                                                0.37%
         Institutional Class                                                    0.37%

         Class A                                                                4.00%**
         Class B                                                                4.00%**
         Class C                                                                4.00%**
         Institutional Class                                                    4.00%**

Nationwide Bond Index Fund
         Class A                                                                0.32%
         Class B                                                                0.32%
         Class C                                                                0.32%
         Class R                                                                0.32%
         Institutional Class                                                    0.32%

Class A                                                                4.00%**
Class B                                                                4.00%**
Class C                                                                4.00%**
Institutional Class                                                    4.00%**

** Effective until at least March 1, 2011.

FUND                                                                                                       CLASSES
----                                                                                                       -------
Nationwide Mid Cap Growth Leaders Fund                                                                  A, B, C, R
Nationwide Growth Fund                                                                                  A, B, C, R
Nationwide Fund                                                                                         A, B, C, R
Nationwide Bond Fund                                                                              A, B, C, R, X, Y
Nationwide Tax-Free Income Fund                                                                      A, B, C, X, Y
Nationwide Government Bond Fund                                                                   A, B, C, R, X, Y
Nationwide Money Market Fund                                                                               Service
Nationwide S&P 500 Index Fund                                                      A, B, C, R, Service, Local Fund
Nationwide Small Cap Fund                                                                               A, B, C, R
Nationwide Large Cap Value Fund                                                                         A, B, C, R
Nationwide Short Duration Bond Fund                                                              A, C, Service, IRA
Nationwide U.S. Growth Leaders Fund                                                                     A, B, C, R
Nationwide Leaders Fund                                                                                 A, B, C, R
Nationwide Value Opportunities Fund                                                                     A, B, C, R
Nationwide Enhanced Income Fund                                                                               A, R
Nationwide Small Cap Index Fund                                                                         A, B, C, R
Nationwide Mid Cap Market Index Fund                                                                    A, B, C, R
Nationwide International Index Fund                                                                     A, B, C, R
Nationwide Bond Index Fund                                                                              A, B, C, R
Nationwide Investor Destinations Aggressive Fund                                               A, B, C, R, Service
Nationwide Investor Destinations Moderately Aggressive Fund                                    A, B, C, R, Service
Nationwide Investor Destinations Moderate Fund                                                 A, B, C, R, Service
Nationwide Investor Destinations Moderately Conservative Fund                                  A, B, C, R, Service
Nationwide Investor Destinations Conservative Fund                                             A, B, C, R, Service
Nationwide Global Technology and Communications Fund                                                    A, B, C, R
Nationwide Global Health Sciences Fund                                                                  A, B, C, R
NorthPointe Small Cap Growth Fund                                                                       A, B, C, R
NorthPointe Small Cap Value Fund                                                                        A, B, C, R
Nationwide Emerging Markets Fund                                                                        A, B, C, R
Nationwide International Growth Fund                                                                    A, B, C, R
Nationwide Worldwide Leaders Fund                                                                       A, B, C, R
Nationwide Global Financial Services Fund                                                               A, B, C, R
Nationwide Global Utilities Fund                                                                        A, B, C, R
Nationwide Micro Cap Equity Fund                                                                        A, B, C, R
Nationwide Mid Cap Growth Fund                                                                          A, B, C, R
Nationwide U.S. Growth Leaders Long-Short Fund                                                          A, B, C, R
Nationwide China Opportunities Fund                                                                     A, B, C, R
Nationwide Global Natural Resources Fund                                                                A, B, C, R
Nationwide Optimal Allocations Fund: Growth                                                             A, B, C, R

FUND                                                                                                       CLASSES
----                                                                                                       -------
Nationwide Optimal Allocations Fund: Moderate Growth                                                    A, B, C, R
Nationwide Optimal Allocations Fund: Moderate                                                           A, B, C, R
Nationwide Optimal Allocations Fund: Specialty                                                          A, B, C, R
Nationwide Optimal Allocations Fund: Defensive                                                          A, B, C, R
Nationwide Small Cap Leaders Fund                                                                       A, B, C, R
Nationwide Hedged Core Equity Fund                                                                      A, B, C, R
Nationwide Small Cap Growth Opportunities Fund                                                          A, B, C, R
Nationwide Small Cap Value Fund                                                                         A, B, C, R
Nationwide Small Cap Core Fund                                                                          A, B, C, R
Nationwide Market Neutral Fund                                                                          A, B, C, R

The Plan is adopted pursuant to Rule 12b-1 under the Investment Company Act of 1940, as amended (the "1940 Act").

Section 2. Subject to the limitations on the payment of asset-based sales charges set forth in Section 2830 of the Conduct Rules of the National Association of Securities Dealers, Inc. ("NASD"), the Funds shall pay amounts not exceeding on an annual basis a maximum amount of:

(a) 25 basis points (0.25%) of the average daily net assets of the Class A Shares of the Funds; and

(b) 100 basis points (1.00%) of the average daily net assets of the Class B Shares of each of the Funds, 75 basis points (0.75%) of which will be a "distribution fee" (as described below) and 25 basis points (0.25%) of which will be a service fee; and

(c) 85 basis points (0.85%) of the average daily net assets of the Class X Shares (formerly Class B shares) of the Nationwide Bond Fund, Nationwide Tax-Free Income Fund, and Nationwide Government Bond Fund, 75 basis points (0.75%) of which will be a distribution fee and 10 basis points (0.10%) of which will be considered a service fee; and

(d) 100 basis points (1.00%) of the average daily net assets of the Class C Shares of each of the Funds which have adopted Class C shares as described above (except the Nationwide Money Market Fund and Nationwide Short Duration Bond Fund), 75 basis points (0.75%) of which will be a "distribution fee" (as described below), and 25 basis points (0.25%) of which will be considered a service fee; and

(e) 85 basis points (0.85%) of the average daily net assets of the Class Y Shares (formerly Class C shares) of the Nationwide Bond Fund, Nationwide Tax-Free Income Fund, and Nationwide Government Bond Fund, 75 basis points (0.75%) of which will be a distribution fee and 10 basis points (0.10%) of which will be considered a service fee; and

(f) 7 basis points (0.07%) of the average daily net assets of the Local Fund Shares of the Nationwide S&P 500 Index Fund; and

DISTRIBUTION PLAN OF
NATIONWIDE MUTUAL FUNDS
Effective May 1, 2007

(g) 15 basis points (0.15%) of the average daily net assets of the Service Class Shares of the Nationwide S&P 500 Index Fund and the Nationwide Money Market Fund; and

(h) 25 basis points (0.25%) of the average daily net assets of the Service Class Shares of the Nationwide Short Duration Bond Fund, Nationwide Investor Destinations Aggressive Fund Nationwide Investor Destinations Moderately Aggressive Fund, Nationwide Investor Destinations Moderate Fund, Nationwide Investor Destinations Moderately Conservative Fund and Nationwide Investor Destinations Conservative Fund; and

(i) 25 basis points (0.25%) of the average daily net assets of the IRA Class Shares of the Nationwide Short Duration Bond Fund; and

(j) 50 basis points (0.50%) of the average daily net assets of the Class R Shares of the Funds, 25 basis points (0.25%) of which will be a distribution fee and 25 basis points (0.25%) of which will be considered a service fee.

These fees will be paid to Nationwide Fund Distributors, LLC for activities or expenses primarily intended to result in the sale or servicing of Fund shares. Except as specifically designated above, the fees may be used either as distribution fees or servicing fees to the extent that they fit the descriptions below. As described above, the following types of fees may be paid pursuant to the Plan:

(a) a distribution fee for: (i) (a) efforts of an Underwriter expended in respect of or in furtherance of sales of Class B Shares, and (b) to enable an Underwriter to make payments to other broker/dealers and other eligible institutions (each a "Broker/Dealer") for distribution assistance pursuant to an agreement with the Broker/Dealer; and (ii) reimbursement of expenses (a) incurred by an Underwriter, and (b) incurred by a Broker/Dealer pursuant to an agreement in connection with distribution assistance including, but not limited to, the reimbursement of expenses relating to printing and distributing advertising and sales literature and reports to shareholders for use in connection with the sales of Class B Shares, processing purchase, exchange and redemption requests from customers and placing orders with an Underwriter or the Funds' transfer agent, and personnel and communication equipment used in servicing shareholder accounts and prospective shareholder inquiries; and

(b) a service fee, if applicable and not otherwise covered under an administrative services plan and/or agreement, for: (i) (a) efforts of an Underwriter expended in servicing shareholders and (b) to enable an Underwriter to make payments to a Broker/Dealer for shareholder services pursuant to an agreement with the Broker/Dealer; and (ii) reimbursement of expenses (a) incurred by an Underwriter, and (b) incurred by a Broker/Dealer pursuant to an agreement in connection with shareholder service including, but not limited to personal, continuing services to investors. For purposes of the Plan, a Broker/Dealer may include any of an Underwriter's affiliates or subsidiaries. A service fee will be considered as such pursuant to Section 2830(b)(9) of the Conduct Rules of the NASD.

DISTRIBUTION PLAN OF
NATIONWIDE MUTUAL FUNDS
Effective May 1, 2007

(c) No provision of this Plan shall be interpreted to prohibit any payments by a Fund with respect to shares of such Fund during periods when the Fund has suspended or otherwise limited sales of such shares.

Section 3. This Plan shall not take effect until it has been approved by the vote of a majority of the outstanding voting securities (as defined in the 1940 Act) of the applicable class of each of the Funds, if adopted after any public offering of such shares, and by the vote of the Board of Trustees of the Trust, as described in Section 4 of the Plan.

Section 4. This Plan shall not take effect with respect to a class of a Fund until it has been approved, together with any related agreements, by votes of the majority of both (a) the Board of Trustees of the Trust and (b) those Trustees of the Trust who are not "interested persons" (as defined in the 1940 Act) of the Trust and who have no direct or indirect financial interest in the operation of this Plan or any agreements related to this Plan (the "Rule 12b-1 Trustees"), cast in person at a meeting called for the purpose of voting on this Plan or such agreements.

Section 5. Unless sooner terminated pursuant to Section 7 or 8, this Plan shall continue in effect with respect to the class of a Fund for a period of one year from the date it takes effect with respect to such class and thereafter shall continue in effect so long as such continuance is specifically approved at least annually in the manner provided for approval of this Plan in
Section 4.

Section 6. Any person authorized to direct the disposition of monies paid or payable by a Fund pursuant to this Plan or any related agreement shall provide to the Board and the Board shall review at least quarterly a written report of the amounts so expended and the purposes for which such expenditures were made.

Section 7. This Plan may be terminated as to a class of a Fund at any time by vote of a majority of the Rule 12b-1 Trustees, or by vote of a majority of the outstanding affected class of such Fund.

Section 8. Any agreement with any person relating to the implementation of this Plan shall be in writing, and shall provide:

A. That such agreement may be terminated at any time with respect to a Class, without payment of any penalty, by vote of a majority of the Rule 12b-1 Trustees or by a vote of a majority of the outstanding Class Shares of the Fund on not more than 60 days written notice to any other party to the agreement; and

B. That such agreement shall terminate automatically in the event of its assignment.

Section 9. This Plan may not be amended to increase materially the amount of distribution expenses of a Fund provided for in Section 2 hereof, unless such amendment is approved in the manner provided in Section 3 hereof. No material amendment to this Plan shall be made unless approved in the manner provided for approval of this Plan in Section 4 hereof.

DISTRIBUTION PLAN OF
NATIONWIDE MUTUAL FUNDS
Effective May 1, 2007

Section 10. The provisions of the Plan are severable for each class of shares of the Funds and any action required hereunder must be taken separately for each class covered hereby.

               FUND                                                                           CLASSES
               ----                                                                           -------
Nationwide Mid Cap Growth Leaders Fund                                                                  A, B, C, R
Nationwide Growth Fund                                                                                  A, B, C, R
Nationwide Fund                                                                                         A, B, C, R
Nationwide Bond Fund                                                                              A, B, C, R, X, Y
Nationwide Tax-Free Income Fund                                                                      A, B, C, X, Y
Nationwide Government Bond Fund                                                                   A, B, C, R, X, Y
Nationwide Money Market Fund                                                                               Service
Nationwide S&P 500 Index Fund                                                      A, B, C, R, Service, Local Fund
Nationwide Small Cap Fund                                                                               A, B, C, R
Nationwide Large Cap Value Fund                                                                         A, B, C, R
Nationwide Short Duration Bond Fund                                                             A, C, Service, IRA
Nationwide U.S. Growth Leaders Fund                                                                     A, B, C, R
Nationwide Leaders Fund                                                                                 A, B, C, R
Nationwide Value Opportunities Fund                                                                     A, B, C, R
Nationwide Enhanced Income Fund                                                                               A, R
Nationwide Small Cap Index Fund                                                                         A, B, C, R
Nationwide Mid Cap Market Index Fund                                                                    A, B, C, R
Nationwide International Index Fund                                                                     A, B, C, R
Nationwide Bond Index Fund                                                                              A, B, C, R
Nationwide Investor Destinations Aggressive Fund                                               A, B, C, R, Service
Nationwide Investor Destinations Moderately Aggressive Fund                                    A, B, C, R, Service
Nationwide Investor Destinations Moderate Fund                                                 A, B, C, R, Service
Nationwide Investor Destinations Moderately Conservative Fund                                  A, B, C, R, Service
Nationwide Investor Destinations Conservative Fund                                             A, B, C, R, Service
Nationwide Global Technology and Communications Fund                                                    A, B, C, R
Nationwide Global Health Sciences Fund                                                                  A, B, C, R
NorthPointe Small Cap Growth Fund                                                                       A, B, C, R
NorthPointe Small Cap Value Fund                                                                        A, B, C, R
Nationwide Emerging Markets Fund                                                                        A, B, C, R
Nationwide International Growth Fund                                                                    A, B, C, R
Nationwide Worldwide Leaders Fund                                                                       A, B, C, R
Nationwide Global Financial Services Fund                                                               A, B, C, R
Nationwide Global Utilities Fund                                                                        A, B, C, R
Nationwide Micro Cap Equity Fund                                                                        A, B, C, R
Nationwide Mid Cap Growth Fund                                                                          A, B, C, R
Nationwide U.S. Growth Leaders Long-Short Fund                                                          A, B, C, R
Nationwide China Opportunities Fund                                                                     A, B, C, R
Nationwide Global Natural Resources Fund                                                                A, B, C, R

Nationwide Optimal Allocations Fund: Growth                                                             A, B, C, R
Nationwide Optimal Allocations Fund: Moderate Growth                                                    A, B, C, R
Nationwide Optimal Allocations Fund: Moderate                                                           A, B, C, R
Nationwide Optimal Allocations Fund: Specialty                                                          A, B, C, R
Nationwide Optimal Allocations Fund: Defensive                                                          A, B, C, R
Nationwide Small Cap Leaders Fund                                                                       A, B, C, R
Nationwide Hedged Core Equity Fund                                                                      A, B, C, R
Nationwide Small Cap Growth Opportunities Fund                                                          A, B, C, R
Nationwide Small Cap Value Fund                                                                         A, B, C, R
Nationwide Small Cap Core Fund                                                                          A, B, C, R
Nationwide Market Neutral Fund                                                                          A, B, C, R
NATIONWIDE TARGET DATE SERIES:
Nationwide Destination 2010 Fund                                                                      A, C, R1, R2
Nationwide Destination 2015 Fund                                                                      A, C, R1, R2
Nationwide Destination 2020 Fund                                                                      A, C, R1, R2
Nationwide Destination 2025 Fund                                                                      A, C, R1, R2
Nationwide Destination 2030 Fund                                                                      A, C, R1, R2
Nationwide Destination 2035 Fund                                                                      A, C, R1, R2
Nationwide Destination 2040 Fund                                                                      A, C, R1, R2
Nationwide Destination 2045 Fund                                                                      A, C, R1, R2
Nationwide Destination 2050 Fund                                                                      A, C, R1, R2
Nationwide Retirement Income Fund                                                                     A, C, R1, R2

The Plan is adopted pursuant to Rule 12b-1 under the Investment Company Act of 1940, as amended (the "1940 Act").

Section 2. Subject to the limitations on the payment of asset-based sales charges set forth in Section 2830 of the Conduct Rules of the National Association of Securities Dealers, Inc. ("NASD"), the Funds shall pay amounts not exceeding on an annual basis a maximum amount of:

(a) 25 basis points (0.25%) of the average daily net assets of the Class A Shares of the Funds; and

(b) 100 basis points (1.00%) of the average daily net assets of the Class B Shares of each of the Funds, 75 basis points (0.75%) of which will be a "distribution fee" (as described below) and 25 basis points (0.25%) of which will be a service fee; and

(c) 85 basis points (0.85%) of the average daily net assets of the Class X Shares (formerly Class B shares) of the Nationwide Bond Fund, Nationwide Tax-Free Income Fund, and Nationwide Government Bond Fund, 75 basis points (0.75%) of which will be a distribution fee and 10 basis points (0.10%) of which will be considered a service fee; and

DISTRIBUTION PLAN OF
NATIONWIDE MUTUAL FUNDS
Effective May 1, 2007
AMENDED September __, 2007

(d) 100 basis points (1.00%) of the average daily net assets of the Class C Shares of each of the Funds which have adopted Class C shares as described above (except the Nationwide Money Market Fund and Nationwide Short Duration Bond Fund), 75 basis points (0.75%) of which will be a "distribution fee" (as described below), and 25 basis points (0.25%) of which will be considered a service fee; and

(e) 85 basis points (0.85%) of the average daily net assets of the Class Y Shares (formerly Class C shares) of the Nationwide Bond Fund, Nationwide Tax-Free Income Fund, and Nationwide Government Bond Fund, 75 basis points (0.75%) of which will be a distribution fee and 10 basis points (0.10%) of which will be considered a service fee; and

(f) 7 basis points (0.07%) of the average daily net assets of the Local Fund Shares of the Nationwide S&P 500 Index Fund; and

(g) 15 basis points (0.15%) of the average daily net assets of the Service Class Shares of the Nationwide S&P 500 Index Fund and the Nationwide Money Market Fund; and

(h) 25 basis points (0.25%) of the average daily net assets of the Service Class Shares of the Nationwide Short Duration Bond Fund, Nationwide Investor Destinations Aggressive Fund Nationwide Investor Destinations Moderately Aggressive Fund, Nationwide Investor Destinations Moderate Fund, Nationwide Investor Destinations Moderately Conservative Fund and Nationwide Investor Destinations Conservative Fund; and

(i) 25 basis points (0.25%) of the average daily net assets of the IRA Class Shares of the Nationwide Short Duration Bond Fund; and

(j) 50 basis points (0.50%) of the average daily net assets of the Class R Shares of the Funds, 25 basis points (0.25%) of which will be a distribution fee and 25 basis points (0.25%) of which will be considered a service fee.

(k) 65 basis points (0.65%) of the average daily net assets of the Class R1 Shares of the Nationwide Target Date Series Funds (including the Nationwide Retirement Income Fund), 40 basis points (0.40%) of which will be a distribution fee and 25 basis points (0.25%) of which will be considered a service fee.

(l) 50 basis points (0.50%) of the average daily net assets of the Class R2 Shares of the Nationwide Target Date Series Funds (including the Nationwide Retirement Income Fund), 25 basis points (0.25%) of which will be a distribution fee and 25 basis points (0.25%) of which will be considered a service fee.

These fees will be paid to Nationwide Fund Distributors LLC for activities or expenses primarily intended to result in the sale or servicing of Fund shares. Except as specifically designated above, the fees may be used either as distribution fees or servicing fees to the extent that they fit the

DISTRIBUTION PLAN OF
NATIONWIDE MUTUAL FUNDS
Effective May 1, 2007
AMENDED September __, 2007

descriptions below. As described above, the following types of fees may be paid pursuant to the Plan:

(a) a distribution fee for: (i) (a) efforts of an Underwriter expended in respect of or in furtherance of sales of Class B Shares, and (b) to enable an Underwriter to make payments to other broker/dealers and other eligible institutions (each a "Broker/Dealer") for distribution assistance pursuant to an agreement with the Broker/Dealer; and (ii) reimbursement of expenses (a) incurred by an Underwriter, and (b) incurred by a Broker/Dealer pursuant to an agreement in connection with distribution assistance including, but not limited to, the reimbursement of expenses relating to printing and distributing advertising and sales literature and reports to shareholders for use in connection with the sales of Class B Shares, processing purchase, exchange and redemption requests from customers and placing orders with an Underwriter or the Funds' transfer agent, and personnel and communication equipment used in servicing shareholder accounts and prospective shareholder inquiries; and

(b) a service fee, if applicable and not otherwise covered under an administrative services plan and/or agreement, for: (i) (a) efforts of an Underwriter expended in servicing shareholders and (b) to enable an Underwriter to make payments to a Broker/Dealer for shareholder services pursuant to an agreement with the Broker/Dealer; and (ii) reimbursement of expenses (a) incurred by an Underwriter, and (b) incurred by a Broker/Dealer pursuant to an agreement in connection with shareholder service including, but not limited to personal, continuing services to investors. For purposes of the Plan, a Broker/Dealer may include any of an Underwriter's affiliates or subsidiaries. A service fee will be considered as such pursuant to Section 2830(b)(9) of the Conduct Rules of the NASD.

(c) No provision of this Plan shall be interpreted to prohibit any payments by a Fund with respect to shares of such Fund during periods when the Fund has suspended or otherwise limited sales of such shares.

Section 3. This Plan shall not take effect until it has been approved by the vote of a majority of the outstanding voting securities (as defined in the 1940 Act) of the applicable class of each of the Funds, if adopted after any public offering of such shares, and by the vote of the Board of Trustees of the Trust, as described in Section 4 of the Plan.

Section 4. This Plan shall not take effect with respect to a class of a Fund until it has been approved, together with any related agreements, by votes of the majority of both (a) the Board of Trustees of the Trust and (b) those Trustees of the Trust who are not "interested persons" (as defined in the 1940 Act) of the Trust and who have no direct or indirect financial interest in the operation of this Plan or any agreements related to this Plan (the "Rule 12b-1 Trustees"), cast in person at a meeting called for the purpose of voting on this Plan or such agreements.

Section 5. Unless sooner terminated pursuant to Section 7 or 8, this Plan shall continue in effect with respect to the class of a Fund for a period of one year from the date it takes effect with

DISTRIBUTION PLAN OF
NATIONWIDE MUTUAL FUNDS
Effective May 1, 2007
AMENDED September __, 2007

respect to such class and thereafter shall continue in effect so long as such continuance is specifically approved at least annually in the manner provided for approval of this Plan in Section 4.

Section 6. Any person authorized to direct the disposition of monies paid or payable by a Fund pursuant to this Plan or any related agreement shall provide to the Board and the Board shall review at least quarterly a written report of the amounts so expended and the purposes for which such expenditures were made.

Section 7. This Plan may be terminated as to a class of a Fund at any time by vote of a majority of the Rule 12b-1 Trustees, or by vote of a majority of the outstanding affected class of such Fund.

Section 8. Any agreement with any person relating to the implementation of this Plan shall be in writing, and shall provide:

A. That such agreement may be terminated at any time with respect to a Class, without payment of any penalty, by vote of a majority of the Rule 12b-1 Trustees or by a vote of a majority of the outstanding Class Shares of the Fund on not more than 60 days written notice to any other party to the agreement; and

B. That such agreement shall terminate automatically in the event of its assignment.

Section 9. This Plan may not be amended to increase materially the amount of distribution expenses of a Fund provided for in Section 2 hereof, unless such amendment is approved in the manner provided in Section 3 hereof. No material amendment to this Plan shall be made unless approved in the manner provided for approval of this Plan in Section 4 hereof.

Section 10. The provisions of the Plan are severable for each class of shares of the Funds and any action required hereunder must be taken separately for each class covered hereby.

                  SERIES                                                                  CLASSES
                  ------                                                                  -------
Nationwide Mid Cap Growth Leaders Fund                         A, B, C, D, R, Institutional, Institutional Service
Nationwide Growth Fund                                         A, B, C, D, R, Institutional, Institutional Service
Nationwide Fund                                                A, B, C, D, R, Institutional, Institutional Service
Nationwide Bond Fund                                                            A, B, C, D, R, X, Y, Institutional
Nationwide Tax-Free Income Fund                                                    A, B, C, D, X, Y, Institutional
Nationwide Government Bond Fund                                                 A, B, C, D, R, X, Y, Institutional
Nationwide Money Market Fund                                                         Prime, Service, Institutional
Nationwide S&P 500 Index Fund                                           A, B, C, R, Service, Institutional Service
                                                                                         Local Fund, Institutional
Nationwide Small Cap Fund                                         A, B, C, R, Institutional, Institutional Service
Nationwide Large Cap Value Fund                                   A, B, C, R, Institutional, Institutional Service
Nationwide Short Duration Bond Fund                                              A, Service, C, IRA, Institutional
Nationwide U.S Growth Leaders Fund                                A, B, C, R, Institutional, Institutional Service
Nationwide Leaders Fund                                           A, B, C, R, Institutional, Institutional Service
Nationwide Value Opportunities Fund                               A, B, C, R, Institutional, Institutional Service
Nationwide Enhanced Income Fund                                         A, R, Institutional, Institutional Service
Nationwide Small Cap Index Fund                                                          A, B, C, R, Institutional
Nationwide Mid Cap Market Index Fund                                                     A, B, C, R, Institutional
Nationwide International Index Fund                                                      A, B, C, R, Institutional
Nationwide Bond Index Fund                                                               A, B, C, R, Institutional
Nationwide Investor Destinations Aggressive Fund                                A, B, C, R, Institutional, Service
Nationwide Investor Destinations Moderately Aggressive Fund                     A, B, C, R, Institutional, Service
Nationwide Investor Destinations Moderate Fund                                  A, B, C, R, Institutional, Service
Nationwide Investor Destinations                                                A, B, C, R, Institutional, Service
Moderately Conservative Fund
Nationwide Investor Destinations Conservative Fund                              A, B, C, R, Institutional, Service
Nationwide Global Technology and Communications Fund              A, B, C, R, Institutional, Institutional Service
Nationwide Global Health Sciences Fund                            A, B, C, R, Institutional, Institutional Service
NorthPointe Small Cap Growth Fund                                 A, B, C, R, Institutional, Institutional Service
NorthPointe Small Cap Value Fund                                  A, B, C, R, Institutional, Institutional Service
Nationwide Emerging Markets Fund                                  A, B, C, R, Institutional, Institutional Service

                  SERIES                                                                  CLASSES
                  ------                                                                  -------
Nationwide International Growth Fund                              A, B, C, R, Institutional, Institutional Service
Nationwide Worldwide Leaders Fund                                 A, B, C, R, Institutional, Institutional Service
Nationwide Global Financial Services Fund                         A, B, C, R, Institutional, Institutional Service
Nationwide Global Utilities Fund                                  A, B, C, R, Institutional, Institutional Service
Nationwide Micro Cap Equity Fund                                  A, B, C, R, Institutional, Institutional Service
Nationwide Mid Cap Growth Fund                                    A, B, C, R, Institutional, Institutional Service
Nationwide U.S. Growth Leaders Long-Short Fund                    A, B, C, R, Institutional, Institutional Service
Nationwide China Opportunities Fund                               A, B, C, R, Institutional, Institutional Service
Nationwide Global Natural Resources Fund                          A, B, C, R, Institutional, Institutional Service
Nationwide Optimal Allocations Fund: Growth                       A, B, C, R, Institutional, Institutional Service
Nationwide Optimal Allocations Fund:                              A, B, C, R, Institutional, Institutional Service
         Moderate Growth
Nationwide Optimal Allocations Fund:                              A, B, C, R, Institutional, Institutional Service
         Moderate
Nationwide Optimal Allocations Fund:                              A, B, C, R, Institutional, Institutional Service
         Specialty
Nationwide Optimal Allocations Fund:                              A, B, C, R, Institutional, Institutional Service
         Defensive
Nationwide Small Cap Leaders Fund                                 A, B, C, R, Institutional, Institutional Service
Nationwide Hedged Core Equity Fund                                A, B, C, R, Institutional, Institutional Service
Nationwide Small Cap Growth Opportunities Fund                    A, B, C, R, Institutional, Institutional Service
Nationwide Small Cap Value Fund                                   A, B, C, R, Institutional, Institutional Service
Nationwide Small Cap Core Fund                                    A, B, C, R, Institutional, Institutional Service
Nationwide Market Neutral Fund                                    A, B, C, R, Institutional, Institutional Service

WHEREAS, Nationwide Fund Advisors ("NFA") serves as investment adviser for each of the series;

WHEREAS, Nationwide Fund Distributors, LLC serves as underwriter and Nationwide SA Capital Trust serves as fund administrator for the series of the Trust;

WHEREAS, the Trust has adopted a Distribution Plan ("12b-1 Plan") under Rule 12b-1 of the 1940 Act providing for:

NATIONWIDE MUTUAL FUNDS
RULE 18F-3 PLAN

Effective May 1, 2007*

(1) in the case of Class A shares of the Funds, fees of not more than 0.25% per annum of average net assets;

(2) in the case of Class B shares of the Funds, fees of not more than 1.00% per annum of average net assets, of which 0.25% per annum of average net assets is considered a service fee;

(3) in the case of Class C shares of the Funds, fees of not more than 1.00% per annum of average net assets of which 0.25% per annum is considered a service fee (for the Nationwide Money Market Fund, fees of not more than 0.85%, of which 0.10% is considered a service fee);

(4) in the case of the Service Class shares of the Nationwide Short Duration Bond Fund, Nationwide Investor Destinations Aggressive Fund, Nationwide Investor Destinations Moderately Aggressive Fund, Nationwide Investor Destinations Moderate Fund, Nationwide Investor Destinations Moderately Conservative Fund, Nationwide Investor Destinations Conservative Fund, fees of not more than 0.25% per annum of average net assets;

(5) in the case of the Service Class shares of the Nationwide S&P 500 Index Fund and the Nationwide Money Market Fund, fees of not more than 0.15% per annum of average net assets;

(6) in the case of the IRA Class ("IRA Shares") of the Nationwide Short Duration Bond Fund, fees of not more than 0.25% per annum of average net assets;

(7) in the case of Local Fund Shares of the Nationwide S&P 500 Index Fund, fees of not more than 0.07% per annum of average net assets;

(8) in the case of Class X shares (formerly Class B shares) of the Nationwide Bond, Nationwide Government Bond and Nationwide Tax-Free Income Funds (the "Fixed Income Funds"), fees of not more than 0.85% per annum of average net assets, of which 0.10% is considered a service fee;

(9) in the case of Class Y shares (formerly Class C shares) of the Fixed Income Funds, fees of not more than 0.85% per annum of average net assets, of which 0.10% is considered a service fee; and

NATIONWIDE MUTUAL FUNDS
RULE 18F-3 PLAN

Effective May 1, 2007*

(10) in the case of Class R shares of the Funds, fees of not more than 0.50% per annum of average net assets of which 0.25% is considered a service fee.

WHEREAS, the Trust has adopted an Administrative Services Plan providing for:

(1) in the case of Class A, Class D, Class R, Institutional Service Class and Service Class shares of the Funds and IRA Shares of the Nationwide Short Duration Bond Fund, fees of not more than 0.25% per annum of average net assets;

WHEREAS, The Trust has established a Multiple Class Distribution System enabling the Trust, as described in its prospectuses, to offer eligible investors the option of purchasing shares of its series with the following features (not all series offer each option):

(1) with a front-end sales load (which can vary among series and which is subject to certain reductions and waivers among groups of purchasers) and providing for a 12b-1 fee, an administrative services fee and under certain circumstances, a contingent deferred sales charge ("CDSC") may be applicable for purchases sold without a sales charge and for which a finder's fee is paid (the "Class A shares of the Funds");

(2) without a front-end load, but subject to a CDSC (which can vary among series and which may be subject to certain reductions or waivers among groups of purchasers) and providing for a 12b-1 fee (the "Class B shares of the Funds");

(3) without a front-end load* and subject to a CDSC (each of which may be subject to certain reductions and waivers among groups of purchasers), and providing for a 12b-1 fee but not providing for an administrative services fee (the "Class C shares of the Funds");

(4) with a front-end load (which can vary among series and which is subject to certain reductions and waivers among groups of purchasers) and providing for an administrative services fee, but not providing for a 12b-1 fee (the "Class D shares of the Funds");

(5) without a front-end load or CDSC, but providing for an administrative services fee (the "Institutional Service Class shares of the Funds");

(6) without a front-end load or CDSC, but providing for a 12b-1 fee, an administrative services fee (the "Service Class shares of the Funds (except the Nationwide Short Duration Bond Fund)");

NATIONWIDE MUTUAL FUNDS
RULE 18F-3 PLAN

Effective May 1, 2007*

(7) without a front-end load or CDSC, 12b-1 fee, or administrative service fee (the "Institutional Class shares of the Funds (except the Nationwide Short Duration Bond Fund)");

(8) without a front-end load or a CDSC, but providing for a 12b-1 fee, an administrative services fee, and subject to a redemption fee in certain circumstances (the "Service Class shares and IRA shares of the Nationwide Short Duration Bond Fund");

(9) without a front-end load or a CDSC, but subject to a redemption fee in certain circumstances (the "Institutional Class shares of the Nationwide Short Duration Bond Fund");

(10) with a front-end sales load (which is subject to certain reductions and waivers among groups of purchasers) and providing for a 12b-1 fee, an administrative services fee and under certain circumstances, a contingent deferred sales charge ("CDSC") may be applicable for purchases sold without a sales charge and for which a finder's fee is paid, and subject to a redemption fee in certain circumstances (the "Class A shares of the Nationwide Short Duration Bond Fund");

(11) without a front-end load or CDSC or 12b-1 fee, but with an administrative service fee (the "Prime Shares of the Money Market Fund");

(12) without a front-end load or a CDSC, but providing for a 12b-1 fee (the "Local Fund shares of the Nationwide S&P 500 Index Fund");

(13) without a front-end load, but subject to a CDSC (which can vary among series and which may be subject to certain waivers among groups of purchasers) and providing for a lower 12b-1 fee than the Class B shares of a Fixed Income Fund (the "Class X shares of the Fixed Income Funds");

(14) without a front-end load and subject to a CDSC (each of which may be subject to certain reductions and waivers among groups of purchasers) and providing for a lower 12b-1 fee than the Class C shares of a Fixed Income Fund (the "Class Y shares of the Fixed Income Funds"); and

(15) without a front-end load or CDSC, but providing for a 12b-1 fee or administrative services fee (the "Class R shares of the Funds").

WHEREAS, redemption fees will be charged by all classes of the Nationwide Mid Cap Growth Leaders Fund, Nationwide Value Opportunities Fund, Nationwide Worldwide Leaders Fund,

NATIONWIDE MUTUAL FUNDS
RULE 18F-3 PLAN

Effective May 1, 2007*

Nationwide U.S. Growth Leaders, Nationwide Emerging Markets Fund, Nationwide International Growth Fund, Nationwide Global Health Sciences Fund, Nationwide Global Technology and Communications Fund, Nationwide Small Cap Fund, Nationwide Leaders Fund, Nationwide Global Financial Services Fund, Nationwide Global Utilities Fund, Nationwide Micro Cap Equity Fund, Nationwide Mid Cap Growth Fund, Nationwide U.S. Growth Leaders Long-Short Fund, Nationwide Growth Fund, Nationwide Fund, Nationwide Large Cap Value Fund, Nationwide Government Bond Fund, Nationwide Bond Fund, Nationwide Tax-Free Income Fund, Nationwide S&P 500 Index Fund, Nationwide Mid Cap Index Fund, Nationwide Small Cap Index Fund, Nationwide International Index Fund, Nationwide Bond Index Fund, Nationwide China Opportunities Fund, Nationwide Global Natural Resources Fund, Nationwide Hedged Core Equity Fund, Nationwide Small Cap Growth Opportunities Fund, Nationwide Small Cap Value Fund, Nationwide Small Cap Core Fund, Nationwide Market Neutral Fund. These fees will be limited to a maximum of 2.00%, or the limit currently required by the Securities and Exchange Commission, and the structure of these fees will be stated in each applicable Fund's prospectus.

WHEREAS, Rule 18f-3 under the 1940 Act permits an open-end management investment company to issue multiple classes of voting stock representing interests in the same portfolio notwithstanding Sections 18(f)(1) and 18(i) under the 1940 Act if, among other things, such investment company adopts a written plan setting forth the separate arrangements and expense allocation of each class and any related conversion features or exchange privileges;

NOW, THEREFORE, the Trust, wishing to be governed by Rule 18f-3 under the 1940 Act, hereby adopts this Rule 18f-3 Plan as follows:

1. Each class of shares of a series will represent interests in the same portfolio of investments of such series of the Trust, and be identical in all respects to each other class of that series, except as set forth below. The only differences among the various classes of shares of the series of the Trust will relate solely to (a) different distribution or service fee payments associated with any Rule 12b-1 Plan for a particular class of shares and any other costs relating to implementing or amending such Plan (including obtaining shareholder approval of such Plan or any amendment thereto), which will be borne solely by shareholders of such class; and (b) different administrative service fees associated with any Administrative Services Plan; (c) different Class Expenses, which will be limited to the following expenses as determined by the Trustees to be attributable to a specific class of shares: (i) transfer agency fees identified as being attributable to a specific class; (ii) printing and postage expenses related to preparing and distributing materials such as shareholder reports, prospectuses, and proxy statements to current shareholders of a specific class; (iii) Blue Sky notification and/or filing fees incurred by a class of shares; (iv) SEC registration fees incurred

NATIONWIDE MUTUAL FUNDS
RULE 18F-3 PLAN

Effective May 1, 2007*

by a class; (v) expenses of administrative personnel and services as required to support the shareholders of a specific class; (vi) litigation or other legal expenses and audit or other accounting expenses relating solely to one class; (vii) Trustee fees or expenses incurred as a result of issues relating to one class; (viii) shareholder meeting costs that relate to a specific class; (ix) wrapper fees, premiums and expenses related to wrapper agreements for the Nationwide Short Duration Bond Fund and the Nationwide Enhanced Income Fund; (d) the voting rights related to any 12b-1 Plan affecting a specific class of shares or related to any other matter submitted to shareholders in which the interests of a Class differ from the interests of any other Class; (e) conversion features; (f) exchange privileges; and (g) class names or designations. Any additional incremental expenses not specifically identified above that are subsequently identified and determined to be properly applied to one class of shares of a series of the Trust shall be so applied upon approval by a majority of the Trustees of the Trust, including a majority of the Trustees who are not interested persons of the Trust.

2. Under the Multiple Class Distribution System, certain expenses may be attributable to the Trust, but not to a particular series or class thereof. All such expenses will be allocated among series based upon the relative aggregate net assets of such series. Expenses that are attributable to a particular series, but not to a particular class thereof, and income, realized gains and losses, and unrealized appreciation and depreciation will be allocated to each class based on its net asset value relative to the net asset value of the series if such series does not pay daily dividends and if the series does pay daily dividends on the basis of the settled shares method (as described in Rule 18f-3(c)(iii). Notwithstanding the foregoing, the principal underwriter, the investment adviser or other provider of services to the Trust may waive or reimburse the expenses of a specific class or classes to the extent permitted under Rule 18f-3 under the 1940 Act and pursuant to any applicable ruling, procedure or regulation of the Internal Revenue Service.

A class of shares may be permitted to bear expenses that are directly attributable to such class including: (a) any distribution/service fees associated with any Rule 12b-1 Plan for a particular class and any other costs relating to implementing or amending such Plan (including obtaining shareholder approval of such plan or any amendment thereto); (b) any administrative services fees associated with any administrative services plan for a particular class and any other costs relating to implementing or amending such plan (including obtaining shareholder approval of such plan or any amendment thereto) attributable to such class; and (c) any Class Expenses determined by the Trustees to be attributable to such class.

3. Class B shares and Class X shares (former Class B shares) of the series, other than shares purchased through reinvestment of a dividend or a distribution with respect to the Class B shares or Class X shares, respectively, of the series, shall automatically convert to Class A

NATIONWIDE MUTUAL FUNDS
RULE 18F-3 PLAN

Effective May 1, 2007*

shares of the same series on the date that is the first business day of the month after which the Class B shares or Class X shares of the series were outstanding for seven years. Such conversion will be on the basis of the relative net asset values of each class. After the conversion, such shares will have all of the characteristics and rights of Class A shares of the same series. Shares purchased through the reinvestment of a dividend or a distribution with respect to the Class B shares or Class X shares of the series will be converted to Class A shares of the same series in the same proportion as the number of the shareholder's Class B or Class X shares of the series converting to Class A shares of the same series bears to the shareholder's total Class B shares or Class X shares of the series not acquired through dividends and distributions.

4. To the extent exchanges are permitted, shares of any class of the Trust will be exchangeable with shares of the same class of another series of the Trust, or with money market fund shares of the Trust as described in the applicable prospectus. With respect to Class X and Class Y shares of the Fixed Income Funds, exchanges will be permitted from Class X shares of a Fixed Income Fund into Class B shares of the other series (to the extent otherwise permitted) and from Class Y shares of a Fixed Income Fund into Class C shares of the other series (to the extent otherwise permitted). However, there will be no exchanges from Class B shares of other series into Class X shares of a Fixed Income Fund and no exchange from Class C shares of other series into Class Y shares of a Fixed Income Fund. Exchanges will comply with all applicable provisions of Rule 11a-3 under the 1940 Act.

5. Dividends paid by a series of the Trust as to each class of its shares, to the extent any dividends are paid, will be calculated in the same manner, at the same time, on the same day, and will be in the same amount, except that any distribution/service fees, administrative services fees, and Class Expenses allocated to a class will be borne exclusively by that class.

6. Any distribution arrangement of the Trust, including distribution fees and front-end and deferred sales loads, will comply with Section 2830 of the Conduct Rules of the National Association of Securities Dealers, Inc.

7. The initial adoption of, and all material amendments, to this 18f-3 Plan must be approved by a majority of the members of the Trust's Trustees, including a majority of the Board members who are not interested persons of the Trust.

8. Prior to the initial adoption of, and any material amendments to, this 18f-3 Plan, the Trust's Trustees shall request and evaluate, and any agreement relating to a class arrangement shall require the parties thereto to furnish, such information as may be reasonably necessary to evaluate the 18f-3 Plan.

                  SERIES                                                                  CLASSES
                  ------                                                                  -------
Nationwide Mid Cap Growth Leaders Fund                         A, B, C, D, R, Institutional, Institutional Service
Nationwide Growth Fund                                         A, B, C, D, R, Institutional, Institutional Service
Nationwide Fund                                                A, B, C, D, R, Institutional, Institutional Service
Nationwide Bond Fund                                                            A, B, C, D, R, X, Y, Institutional
Nationwide Tax-Free Income Fund                                                    A, B, C, D, X, Y, Institutional
Nationwide Government Bond Fund                                                 A, B, C, D, R, X, Y, Institutional
Nationwide Money Market Fund                                                         Prime, Service, Institutional
Nationwide S&P 500 Index Fund                                           A, B, C, R, Service, Institutional Service
                                                                                         Local Fund, Institutional
Nationwide Small Cap Fund                                         A, B, C, R, Institutional, Institutional Service
Nationwide Large Cap Value Fund                                   A, B, C, R, Institutional, Institutional Service
Nationwide Short Duration Bond Fund                                              A, Service, C, IRA, Institutional
Nationwide U.S Growth Leaders Fund                                A, B, C, R, Institutional, Institutional Service
Nationwide Leaders Fund                                           A, B, C, R, Institutional, Institutional Service
Nationwide Value Opportunities Fund                               A, B, C, R, Institutional, Institutional Service
Nationwide Enhanced Income Fund                                         A, R, Institutional, Institutional Service
Nationwide Small Cap Index Fund                                                          A, B, C, R, Institutional
Nationwide Mid Cap Market Index Fund                                                     A, B, C, R, Institutional
Nationwide International Index Fund                                                      A, B, C, R, Institutional
Nationwide Bond Index Fund                                                               A, B, C, R, Institutional
Nationwide Investor Destinations Aggressive Fund                                A, B, C, R, Institutional, Service
Nationwide Investor Destinations Moderately Aggressive Fund                     A, B, C, R, Institutional, Service
Nationwide Investor Destinations Moderate Fund                                  A, B, C, R, Institutional, Service
   Nationwide Investor Destinations                                             A, B, C, R, Institutional, Service
Moderately Conservative Fund
Nationwide Investor Destinations Conservative Fund                              A, B, C, R, Institutional, Service
Nationwide Global Technology                                      A, B, C, R, Institutional, Institutional Service
   and Communications Fund
Nationwide Global Health Sciences Fund                            A, B, C, R, Institutional, Institutional Service
NorthPointe Small Cap Growth Fund                                 A, B, C, R, Institutional, Institutional Service
NorthPointe Small Cap Value Fund                                  A, B, C, R, Institutional, Institutional Service

Nationwide Emerging Markets Fund                                  A, B, C, R, Institutional, Institutional Service
Nationwide International Growth Fund                              A, B, C, R, Institutional, Institutional Service
Nationwide Worldwide Leaders Fund                                 A, B, C, R, Institutional, Institutional Service
Nationwide Global Financial Services Fund                         A, B, C, R, Institutional, Institutional Service
Nationwide Global Utilities Fund                                  A, B, C, R, Institutional, Institutional Service
Nationwide Micro Cap Equity Fund                                  A, B, C, R, Institutional, Institutional Service
Nationwide Mid Cap Growth Fund                                    A, B, C, R, Institutional, Institutional Service
Nationwide U.S. Growth Leaders Long-Short Fund                    A, B, C, R, Institutional, Institutional Service
Nationwide China Opportunities Fund                               A, B, C, R, Institutional, Institutional Service
Nationwide Global Natural Resources Fund                          A, B, C, R, Institutional, Institutional Service
Nationwide Optimal Allocations Fund: Growth                       A, B, C, R, Institutional, Institutional Service
Nationwide Optimal Allocations Fund:                              A, B, C, R, Institutional, Institutional Service
         Moderate Growth
Nationwide Optimal Allocations Fund:                              A, B, C, R, Institutional, Institutional Service
         Moderate
Nationwide Optimal Allocations Fund:                              A, B, C, R, Institutional, Institutional Service
         Specialty
Nationwide Optimal Allocations Fund:                              A, B, C, R, Institutional, Institutional Service
         Defensive
Nationwide Small Cap Leaders Fund                                 A, B, C, R, Institutional, Institutional Service
Nationwide Hedged Core Equity Fund                                A, B, C, R, Institutional, Institutional Service
Nationwide Small Cap Growth Opportunities Fund                    A, B, C, R, Institutional, Institutional Service
Nationwide Small Cap Value Fund                                   A, B, C, R, Institutional, Institutional Service
Nationwide Small Cap Core Fund                                    A, B, C, R, Institutional, Institutional Service
Nationwide Market Neutral Fund                                    A, B, C, R, Institutional, Institutional Service
Nationwide Destination 2010 Fund                                 A, C, R1,R2, Institutional, Institutional Service
Nationwide Destination 2015 Fund                                A, C, R1, R2, Institutional, Institutional Service
Nationwide Destination 2020 Fund                                A, C, R1, R2, Institutional, Institutional Service
Nationwide Destination 2025 Fund                                A, C, R1, R2, Institutional, Institutional Service
Nationwide Destination 2030 Fund                                A, C, R1, R2, Institutional, Institutional Service
Nationwide Destination 2035 Fund                                A, C, R1, R2, Institutional, Institutional Service
Nationwide Destination 2040 Fund                                A, C, R1, R2, Institutional, Institutional Service
Nationwide Destination 2045 Fund                                A, C, R1, R2, Institutional, Institutional Service
Nationwide Destination 2050 Fund                                A, C, R1, R2, Institutional, Institutional Service
Nationwide Retirement Income Fund                               A, C, R1, R2, Institutional, Institutional Service

NATIONWIDE MUTUAL FUNDS
RULE 18F-3 PLAN

Effective September __, 2007*

WHEREAS, Nationwide Fund Advisors ("NFA") serves as investment adviser for each of the series;

WHEREAS, Nationwide Fund Distributors LLC serves as underwriter and Nationwide Fund Management LLC serves as fund administrator and transfer agent for the series of the Trust;

WHEREAS, the Trust has adopted a Distribution Plan ("12b-1 Plan") under Rule 12b-1 of the 1940 Act providing for:

(1) in the case of Class A shares of the Funds, fees of not more than 0.25% per annum of average net assets;

(2) in the case of Class B shares of the Funds, fees of not more than 1.00% per annum of average net assets, of which 0.25% per annum of average net assets is considered a service fee;

(3) in the case of Class C shares of the Funds, fees of not more than 1.00% per annum of average net assets of which 0.25% per annum is considered a service fee (for the Nationwide Money Market Fund, fees of not more than 0.85%, of which 0.10% is considered a service fee);

(4) in the case of the Service Class shares of the Nationwide Short Duration Bond Fund, Nationwide Investor Destinations Aggressive Fund, Nationwide Investor Destinations Moderately Aggressive Fund, Nationwide Investor Destinations Moderate Fund, Nationwide Investor Destinations Moderately Conservative Fund, Nationwide Investor Destinations Conservative Fund, fees of not more than 0.25% per annum of average net assets;

(5) in the case of the Service Class shares of the Nationwide S&P 500 Index Fund and the Nationwide Money Market Fund, fees of not more than 0.15% per annum of average net assets;

(6) in the case of the IRA Class ("IRA Shares") of the Nationwide Short Duration Bond Fund, fees of not more than 0.25% per annum of average net assets;

NATIONWIDE MUTUAL FUNDS
RULE 18F-3 PLAN

Effective September __, 2007*

(7) in the case of Local Fund Shares of the Nationwide S&P 500 Index Fund, fees of not more than 0.07% per annum of average net assets;

(8) in the case of Class X shares (formerly Class B shares) of the Nationwide Bond, Nationwide Government Bond and Nationwide Tax-Free Income Funds (the "Fixed Income Funds"), fees of not more than 0.85% per annum of average net assets, of which 0.10% is considered a service fee;

(9) in the case of Class Y shares (formerly Class C shares) of the Fixed Income Funds, fees of not more than 0.85% per annum of average net assets, of which 0.10% is considered a service fee;

(10) in the case of Class R shares of the Funds, fees of not more than 0.50% per annum of average net assets of which 0.25% is considered a service fee;

(11) in the case of Class R1 shares of the Funds, fees of not more than 0.65% per annum of average net assets of which 0.25% is considered a service fee; and

(12) in the case of Class R2 shares of the Funds, fees of not more than 0.50% per annum of average net assets of which 0.25% is considered a service fee;

WHEREAS, the Trust has adopted an Administrative Services Plan providing for:

(1) in the case of Class A, Class D, Class R, Class R1, Class R2, Institutional Service Class and Service Class shares of the Funds and IRA Shares of the Nationwide Short Duration Bond Fund, fees of not more than 0.25% per annum of average net assets;

WHEREAS, The Trust has established a Multiple Class Distribution System enabling the Trust, as described in its prospectuses, to offer eligible investors the option of purchasing shares of its series with the following features (not all series offer each option):

(1) with a front-end sales load (which can vary among series and which is subject to certain reductions and waivers among groups of purchasers) and providing for a 12b-1 fee, an administrative services fee and under certain circumstances, a contingent deferred sales charge ("CDSC") may be applicable for purchases sold without a sales charge and for which a finder's fee is paid (the "Class A shares of the Funds");

NATIONWIDE MUTUAL FUNDS
RULE 18F-3 PLAN

Effective September __, 2007*

(2) without a front-end load, but subject to a CDSC (which can vary among series and which may be subject to certain reductions or waivers among groups of purchasers) and providing for a 12b-1 fee (the "Class B shares of the Funds");

(3) without a front-end load* and subject to a CDSC (each of which may be subject to certain reductions and waivers among groups of purchasers), and providing for a 12b-1 fee but not providing for an administrative services fee (the "Class C shares of the Funds");

(4) with a front-end load (which can vary among series and which is subject to certain reductions and waivers among groups of purchasers) and providing for an administrative services fee, but not providing for a 12b-1 fee (the "Class D shares of the Funds");

(5) without a front-end load or CDSC, but providing for an administrative services fee (the "Institutional Service Class shares of the Funds");

(6) without a front-end load or CDSC, but providing for a 12b-1 fee, an administrative services fee (the "Service Class shares of the Funds (except the Nationwide Short Duration Bond Fund)");

(7) without a front-end load or CDSC, 12b-1 fee, or administrative service fee (the "Institutional Class shares of the Funds (except the Nationwide Short Duration Bond Fund)");

(8) without a front-end load or a CDSC, but providing for a 12b-1 fee, an administrative services fee, and subject to a redemption fee in certain circumstances (the "Service Class shares and IRA shares of the Nationwide Short Duration Bond Fund");

(9) without a front-end load or a CDSC, but subject to a redemption fee in certain circumstances (the "Institutional Class shares of the Nationwide Short Duration Bond Fund");

(10) with a front-end sales load (which is subject to certain reductions and waivers among groups of purchasers) and providing for a 12b-1 fee, an administrative services fee and under certain circumstances, a contingent deferred sales charge ("CDSC") may be applicable for purchases sold without a sales charge and for which a finder's fee is paid, and subject to a redemption fee in certain circumstances (the "Class A shares of the Nationwide Short Duration Bond Fund");

NATIONWIDE MUTUAL FUNDS
RULE 18F-3 PLAN

Effective September __, 2007*

(11) without a front-end load or CDSC or 12b-1 fee, but with an administrative service fee (the "Prime Shares of the Money Market Fund");

(12) without a front-end load or a CDSC, but providing for a 12b-1 fee (the "Local Fund shares of the Nationwide S&P 500 Index Fund");

(13) without a front-end load, but subject to a CDSC (which can vary among series and which may be subject to certain waivers among groups of purchasers) and providing for a lower 12b-1 fee than the Class B shares of a Fixed Income Fund (the "Class X shares of the Fixed Income Funds");

(14) without a front-end load and subject to a CDSC (each of which may be subject to certain reductions and waivers among groups of purchasers) and providing for a lower 12b-1 fee than the Class C shares of a Fixed Income Fund (the "Class Y shares of the Fixed Income Funds");

(15) without a front-end load or CDSC, but providing for a 12b-1 fee and/or administrative services fee (the "Class R shares of the Funds");

(16) without a front-end load or CDSC, but providing for a 12b-1 fee and/or administrative services fee (the "Class R1 shares of the Funds"); and

(17) without a front-end load or CDSC, but providing for a 12b-1 fee and/or administrative services fee (the "Class R2 shares of the Funds");

WHEREAS, redemption fees will be charged by all classes of the Nationwide Mid Cap Growth Leaders Fund, Nationwide Value Opportunities Fund, Nationwide Worldwide Leaders Fund, Nationwide U.S. Growth Leaders, Nationwide Emerging Markets Fund, Nationwide International Growth Fund, Nationwide Global Health Sciences Fund, Nationwide Global Technology and Communications Fund, Nationwide Small Cap Fund, Nationwide Leaders Fund, Nationwide Global Financial Services Fund, Nationwide Global Utilities Fund, Nationwide Micro Cap Equity Fund, Nationwide Mid Cap Growth Fund, Nationwide U.S. Growth Leaders Long-Short Fund, Nationwide Growth Fund, Nationwide Fund, Nationwide Large Cap Value Fund, Nationwide Government Bond Fund, Nationwide Bond Fund, Nationwide Tax-Free Income Fund, Nationwide S&P 500 Index Fund, Nationwide Mid Cap Index Fund, Nationwide Small Cap Index Fund, Nationwide International Index Fund, Nationwide Bond Index Fund, Nationwide China Opportunities Fund, Nationwide Global Natural Resources Fund, Nationwide Hedged Core Equity Fund, Nationwide Small Cap Growth Opportunities Fund, Nationwide Small Cap Value Fund, Nationwide Small Cap Core Fund, Nationwide Market Neutral Fund.

NATIONWIDE MUTUAL FUNDS
RULE 18F-3 PLAN

Effective September __, 2007*

These fees will be limited to a maximum of 2.00%, or the limit currently required by the Securities and Exchange Commission, and the structure of these fees will be stated in each applicable Fund's prospectus.

WHEREAS, Rule 18f-3 under the 1940 Act permits an open-end management investment company to issue multiple classes of voting stock representing interests in the same portfolio notwithstanding Sections 18(f)(1) and 18(i) under the 1940 Act if, among other things, such investment company adopts a written plan setting forth the separate arrangements and expense allocation of each class and any related conversion features or exchange privileges;

NOW, THEREFORE, the Trust, wishing to be governed by Rule 18f-3 under the 1940 Act, hereby adopts this Rule 18f-3 Plan as follows:

1. Each class of shares of a series will represent interests in the same portfolio of investments of such series of the Trust, and be identical in all respects to each other class of that series, except as set forth below. The only differences among the various classes of shares of the series of the Trust will relate solely to (a) different distribution or service fee payments associated with any Rule 12b-1 Plan for a particular class of shares and any other costs relating to implementing or amending such Plan (including obtaining shareholder approval of such Plan or any amendment thereto), which will be borne solely by shareholders of such class; and (b) different administrative service fees associated with any Administrative Services Plan; (c) different Class Expenses, which will be limited to the following expenses as determined by the Trustees to be attributable to a specific class of shares: (i) transfer agency fees identified as being attributable to a specific class; (ii) printing and postage expenses related to preparing and distributing materials such as shareholder reports, prospectuses, and proxy statements to current shareholders of a specific class; (iii) Blue Sky notification and/or filing fees incurred by a class of shares; (iv) SEC registration fees incurred by a class; (v) expenses of administrative personnel and services as required to support the shareholders of a specific class;
(vi) litigation or other legal expenses and audit or other accounting expenses relating solely to one class; (vii) Trustee fees or expenses incurred as a result of issues relating to one class; (viii) shareholder meeting costs that relate to a specific class; (ix) wrapper fees, premiums and expenses related to wrapper agreements for the Nationwide Short Duration Bond Fund and the Nationwide Enhanced Income Fund; (d) the voting rights related to any 12b-1 Plan affecting a specific class of shares or related to any other matter submitted to shareholders in which the interests of a Class differ from the interests of any other Class;
(e) conversion features; (f) exchange privileges; and (g) class names or designations. Any additional incremental expenses not specifically identified above that are subsequently identified and determined to be properly applied to one class of shares

NATIONWIDE MUTUAL FUNDS
RULE 18F-3 PLAN

Effective September __, 2007*

of a series of the Trust shall be so applied upon approval by a majority of the Trustees of the Trust, including a majority of the Trustees who are not interested persons of the Trust.

2. Under the Multiple Class Distribution System, certain expenses may be attributable to the Trust, but not to a particular series or class thereof. All such expenses will be allocated among series based upon the relative aggregate net assets of such series. Expenses that are attributable to a particular series, but not to a particular class thereof, and income, realized gains and losses, and unrealized appreciation and depreciation will be allocated to each class based on its net asset value relative to the net asset value of the series if such series does not pay daily dividends and if the series does pay daily dividends on the basis of the settled shares method (as described in Rule 18f-3(c)(iii). Notwithstanding the foregoing, the principal underwriter, the investment adviser or other provider of services to the Trust may waive or reimburse the expenses of a specific class or classes to the extent permitted under Rule 18f-3 under the 1940 Act and pursuant to any applicable ruling, procedure or regulation of the Internal Revenue Service.

A class of shares may be permitted to bear expenses that are directly attributable to such class including: (a) any distribution/service fees associated with any Rule 12b-1 Plan for a particular class and any other costs relating to implementing or amending such Plan (including obtaining shareholder approval of such plan or any amendment thereto); (b) any administrative services fees associated with any administrative services plan for a particular class and any other costs relating to implementing or amending such plan (including obtaining shareholder approval of such plan or any amendment thereto) attributable to such class; and (c) any Class Expenses determined by the Trustees to be attributable to such class.

3. Class B shares and Class X shares (former Class B shares) of the series, other than shares purchased through reinvestment of a dividend or a distribution with respect to the Class B shares or Class X shares, respectively, of the series, shall automatically convert to Class A shares of the same series on the date that is the first business day of the month after which the Class B shares or Class X shares of the series were outstanding for seven years. Such conversion will be on the basis of the relative net asset values of each class. After the conversion, such shares will have all of the characteristics and rights of Class A shares of the same series. Shares purchased through the reinvestment of a dividend or a distribution with respect to the Class B shares or Class X shares of the series will be converted to Class A shares of the same series in the same proportion as the number of the shareholder's Class B or Class X shares of the series converting to Class A shares of the same series bears to the

NATIONWIDE MUTUAL FUNDS
RULE 18F-3 PLAN

Effective September __, 2007*

shareholder's total Class B shares or Class X shares of the series not acquired through dividends and distributions.

4. To the extent exchanges are permitted, shares of any class of the Trust will be exchangeable with shares of the same class of another series of the Trust, or with money market fund shares of the Trust as described in the applicable prospectus. With respect to Class X and Class Y shares of the Fixed Income Funds, exchanges will be permitted from Class X shares of a Fixed Income Fund into Class B shares of the other series (to the extent otherwise permitted) and from Class Y shares of a Fixed Income Fund into Class C shares of the other series (to the extent otherwise permitted). However, there will be no exchanges from Class B shares of other series into Class X shares of a Fixed Income Fund and no exchange from Class C shares of other series into Class Y shares of a Fixed Income Fund. Exchanges will comply with all applicable provisions of Rule 11a-3 under the 1940 Act.

5. Dividends paid by a series of the Trust as to each class of its shares, to the extent any dividends are paid, will be calculated in the same manner, at the same time, on the same day, and will be in the same amount, except that any distribution/service fees, administrative services fees, and Class Expenses allocated to a class will be borne exclusively by that class.

6. Any distribution arrangement of the Trust, including distribution fees and front-end and deferred sales loads, will comply with Section 2830 of the Conduct Rules of the National Association of Securities Dealers, Inc.

7. The initial adoption of, and all material amendments, to this 18f-3 Plan must be approved by a majority of the members of the Trust's Trustees, including a majority of the Board members who are not interested persons of the Trust.

8. Prior to the initial adoption of, and any material amendments to, this 18f-3 Plan, the Trust's Trustees shall request and evaluate, and any agreement relating to a class arrangement shall require the parties thereto to furnish, such information as may be reasonably necessary to evaluate the 18f-3 Plan.