NATIONWIDE MUTUAL FUNDS (Form: 485BPOS, Received: 12/27/2017 12:04:21)

As filed with the Securities and Exchange Commission on December 27, 2017

File No. 333-219548

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM N-14

REGISTRATION STATEMENT

UNDER


*THE SECURITIES ACT OF 1933*
Pre-Effective Amendment No.		☐
Post-Effective Amendment No. 1		☒

(Check appropriate box or boxes)

NATIONWIDE MUTUAL FUNDS

(Exact Name of Registrant as Specified in Charter)

ONE NATIONWIDE PLAZA, MAIL CODE 05-02-210, COLUMBUS, OHIO 43215

(Address of Principal Executive Offices) (Number, Street, City, State, Zip Code)

(614) 435-5787

(Registrant’s Area Code and Telephone Number)

Send Copies of Communications to:


		PRUFESH R. MODHERA, ESQ.
ALLAN J. OSTER, ESQ.		STRADLEY, RONON, STEVENS, & YOUNG LLP
10 WEST NATIONWIDE BOULEVARD		1250 CONNECTICUT AVENUE, N.W., SUITE 500
COLUMBUS, OHIO 43215		WASHINGTON, D.C. 20036
(NAME AND ADDRESS OF AGENT FOR SERVICE)

Approximate Date of Public Offering: As soon as practicable after this Registration Statement becomes effective under the Securities Act of 1933, as amended.


Title of securities being registered:

Class A and Institutional Service Class shares of beneficial interest, without par value, of Nationwide Inflation-Protected Securities Fund, a series of the Registrant.

No filing fee is due because Registrant is relying on Section 24(f) of the Investment Company Act of 1940, as amended.

This Post-Effective Amendment No. 1 to the Registration Statement on Form N-14 of Nationwide Mutual Funds is being made primarily for the purpose of filing final versions of the plan of reorganization (Exhibit 4) and opinion and consent of counsel regarding tax matters (Exhibit 12), and other materials in accordance with Part C of the Registration Statement.

Part A

Part A, the definitive Prospectus/Information Statement dated September 27, 2017, was filed pursuant to Rule 497(b) (SEC Accession No. 0001193125-17-295891) on September 27, 2017, and is incorporated herein by reference.

Part B

Part B, the definitive Statement of Additional Information dated September 27, 2017, was filed pursuant to Rule 497(b) (SEC Accession No. 0001193125-17-295891) on September 27, 2017, and is incorporated herein by reference.

PART C

OTHER INFORMATION

Item 15.

Indemnification. Indemnification provisions for officers, directors and employees of Registrant are set forth in Article VII, Section 2 of the Second Amended and Restated Agreement and Declaration of Trust, amended and restated as of June 17, 2009. See Item 16(1)(a) below.

The Trust has entered into indemnification agreements with each of the trustees and certain of its officers. The indemnification agreements provide that the Trust will indemnify the indemnitee for and against any and all judgments, penalties, fines, and amounts paid in settlement, and all expenses actually and reasonably incurred by indemnitee in connection with a proceeding that the indemnitee is a party to or is threatened to be made a party to (other than certain exceptions specified in the agreements), to the maximum extent not expressly prohibited by Delaware law or applicable federal securities law and regulations (including without limitation Section 17(h) of the 1940 Act and the rules and regulations issued with respect thereto by the U.S. Securities and Exchange Commission). The Trust also will indemnify indemnitee for and against all expenses actually and reasonably incurred by indemnitee in connection with any proceeding to which indemnitee is or is threatened to be made a witness but not a party.

Insofar as indemnification for liabilities arising under the Securities Act of 1933, as amended (the “1933 Act” or “Securities Act”), may be permitted to Trustees, officers and controlling persons of the Trust pursuant to the foregoing provisions, or otherwise, the Trust has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Trust of expenses incurred or paid by a Trustee, officer or controlling person of the Trust in the successful defense of any action, suit or proceeding) is asserted by such Trustee, officer or controlling person in connection with securities being registered, the Trust may be required, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court or appropriate jurisdiction the question whether such indemnification is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

Item 16.

Exhibits. The following exhibits are incorporated by reference to the Registrant’s previously filed registration statements on Form N-1A, indicated below, except as noted:

(1)

Copies of the charter of the Registrant now in effect;

(a)

Second Amended and Restated Agreement and Declaration of Trust, amended and restated as of June 17, 2009, previously filed as Exhibit EX-28.a with the Trust’s registration statement on November 17, 2009, is hereby incorporated by reference.

(2)

Copies of the existing bylaws or corresponding instrument of the Registrant;

(a)

Second Amended and Restated Bylaws, amended and restated as of June 17, 2009, previously filed as Exhibit EX-28.b with the Trust’s registration statement on November 17, 2009, is hereby incorporated by reference.

(3)

Copies of any voting trust agreement affecting more than 5 percent of any class of equity securities of the Registrant;

Not Applicable.

(4)

Copies of the agreement of acquisition, reorganization, merger, liquidation and any amendments to it;

(a)

Plan of Reorganization of the Registrant, on behalf of its series, the Nationwide Government Bond Fund and the Nationwide Inflation-Protected Securities Fund, is filed herewith as Exhibit EX-16.4.a.

(5)

Copies of all instruments defining the rights of holders of the securities being registered including copies, where applicable, of the relevant portion of the articles of incorporation or by-laws of the Registrant;

(a)

Certificates for shares are not issued. Articles III, V and VI of the Amended Declaration and Article VII of the Amended Bylaws incorporated by reference to Exhibit 1(a) and 2(a), respectively, hereto, define the rights of holders of shares.

(6)

Copies of all investment advisory contracts relating to the management of the assets of the Registrant;

(a)

Investment Advisory Agreement among the Trust and Nationwide Fund Advisors dated May 1, 2007, pertaining to certain series of the Trust, previously filed as Exhibit EX-99.d.2 with the Trust’s registration statement on June 14, 2007, is hereby incorporated by reference.

(i)

Exhibit A to the Investment Advisory Agreement, amended December 14, 2017, is filed herewith as Exhibit EX-16.6.a.i.

(b)

Investment Advisory Agreement among the Trust and Nationwide Fund Advisors dated August 28, 2007, pertaining to the Target Destination Funds, previously filed as Exhibit EX-23.d.2 with the Trust’s registration statement on August 27, 2007, is hereby incorporated by reference.

(i)

Exhibit A to the Investment Advisory Agreement amended September 25, 2014, pertaining to the Target Destination Funds, previously filed as Exhibit EX-28.d.2.b with the Trust’s registration statement on October 16, 2014, is hereby incorporated by reference.

(c)

Investment Advisory Agreement among the Trust and Nationwide Fund Advisors dated September 18, 2015, previously filed as Exhibit EX-28.d.3 with the Trust’s registration statement on October 13, 2015, is hereby incorporated by reference.

(i)

Exhibit A to the Investment Advisory Agreement, amended December 14, 2017, is filed herewith as Exhibit EX-16.6.c.i.

(d)

Subadvisory Agreements

(i)

Subadvisory Agreement among the Trust, Nationwide Fund Advisors and BlackRock Investment Management, LLC, dated May 1, 2007, as amended June 16, 2010, previously filed as Exhibit EX-28.d.3.a with the Trust’s registration statement on September 14, 2010, is hereby incorporated by reference.

(1)

Exhibit A to the Subadvisory Agreement (as amended), dated May 1, 2007, as amended February 1, 2012, among the Trust, Nationwide Fund Advisors and BlackRock Investment Management, LLC, previously filed as Exhibit EX-28.d.3.a.1 with the Trust’s registration statement on February 24, 2012, is hereby incorporated by reference.

(ii)

Subadvisory Agreement among the Trust, Nationwide Fund Advisors and Dimensional Fund Advisors LP, dated December 19, 2007, previously filed as Exhibit EX-23.d.3.i with the Trust’s registration statement on December 28, 2007, is hereby incorporated by reference.

(iii)

Subadvisory Agreement among the Trust, Nationwide Fund Advisors and Nationwide Asset Management, LLC, dated January 1, 2008, previously filed as Exhibit EX-23.d.3.h with the Trust’s registration statement on December 19, 2008, is hereby incorporated by reference.

(1)

Exhibit A to the Subadvisory Agreement among the Trust, Nationwide Fund Advisors and Nationwide Asset Management, LLC, dated January 1, 2008, amended May 1, 2013, previously filed as Exhibit EX-28.d.3.c.1 with the Trust’s registration statement on April 3, 2014, is hereby incorporated by reference.

(iv)

Subadvisory Agreement among the Trust, Nationwide Fund Advisors and Federated Investment Management Company, dated April 2, 2009, previously filed as Exhibit EX-28.d.3.i with the Trust’s registration statement on February 26, 2010, is hereby incorporated by reference.

(1)

Exhibit A to the Subadvisory Agreement among the Trust, Nationwide Fund Advisors and Federated Investment Management Company, dated April 2, 2009, as amended March 9, 2017, previously filed as Exhibit EX-28.d.4.d.1 with the Trust’s registration statement on May 5, 2017, is hereby incorporated by reference.

(v)

Subadvisory Agreement among the Trust, Nationwide Fund Advisors and Brown Capital Management, LLC dated August 26, 2011, previously filed as Exhibit EX-28.d.3.j with the Trust’s registration statement on September 16, 2011, is hereby incorporated by reference.

(vi)

Subadvisory Agreement among the Trust, Nationwide Fund Advisors and UBS Global Asset Management (Americas) Inc. dated July 19, 2011, pertaining to certain series of the Trust, previously filed as Exhibit EX-28.d.3.k with the Trust’s registration statement on July 1, 2011, is hereby incorporated by reference.

(1)

Exhibit A to the Subadvisory Agreement among the Trust, Nationwide Fund Advisors and UBS Global Asset Management (Americas) Inc., dated July 19, 2011, amended November 19, 2012, previously filed as Exhibit EX-28.d.3.k.1 with the Trust’s registration statement on December 6, 2012, is hereby incorporated by reference.

(vii)

Subadvisory Agreement among the Trust, Nationwide Fund Advisors and Thompson, Siegel & Walmsley LLC, dated April 22, 2013, for the Nationwide Core Plus Bond Fund, previously filed as Exhibit EX-16.6.c.xii with the Trust’s registration statement on Form N-14 on May 17, 2013, is hereby incorporated by reference.

(viii)

Subadvisory Agreement among the Trust, Nationwide Fund Advisors and Bailard, Inc., dated June 4, 2013, previously filed as Exhibit EX-28.d.3.k with the Trust’s registration statement on October 17, 2013, is hereby incorporated by reference.

(1)

Exhibit A to the Subadvisory Agreement among the Trust, Nationwide Fund Advisors and Bailard, Inc., dated March 31, 2014, previously filed as Exhibit EX-28.d.3.j.1 with the Trust’s registration statement on April 3, 2014, is hereby incorporated by reference.

(ix)

Subadvisory Agreement among the Trust, Nationwide Fund Advisors and Geneva Capital Management LLC, dated October 1, 2014, previously filed as Exhibit EX-28.d.3.k with the Trust’s registration on October 16, 2014, is hereby incorporated by reference.

(x)

Subadvisory Agreement among the Trust, Nationwide Fund Advisors and Ziegler Capital Management, LLC, dated December 1, 2013, previously filed as Exhibit EX-28.d.3.m with the Trust’s registration statement on February 20, 2014, is hereby incorporated by reference.

(xi)

Subadvisory agreement among the Trust, Nationwide Fund Advisors and Boston Advisors, LLC, dated March 13, 2014, previously filed as Exhibit EX-28.d.3.r with the Trust’s registration statement on March 25, 2014, is hereby incorporated by reference.

(1)

Exhibit A to the Subadvisory Agreement among the Trust, Nationwide Fund Advisors and Boston Advisors, LLC, dated December 10, 2015, previously filed as Exhibit EX 28.d.4.q.1 with the Trust’s registration statement on December 17, 2015 is hereby incorporated by reference.

(xii)

Subadvisory Agreement among the Trust, Nationwide Fund Advisors and Standard Life Investments (Corporate Funds) Limited, dated October 5, 2015, previously filed as Exhibit EX-28.d.4.r with the Trust’s registration statement on October 13, 2015, is hereby incorporated by reference.

(xiii)

Subadvisory Agreement among the Trust, Nationwide Fund Advisors and Amundi Smith Breeden, LLC, dated September 25, 2015, previously filed as Exhibit EX-28.d.4.s with the Trust’s registration statement on October 14, 2015, is hereby incorporated by reference.

(1)

Exhibit A to the Subadvisory Agreement among the Trust, Nationwide Fund Advisors and Amundi Smith Breeden, LLC, dated August 1, 2016, previously filed as Exhibit EX-28.d.4.s.1 with the Trust’s registration statement on September 30, 2016, is hereby incorporated by reference.

(xiv)

Subadvisory Agreement among the Trust, Nationwide Fund Advisors and Wellington Management Company LLP, dated December 14, 2016, previously filed as Exhibit EX-28.d.4.t with the Trust’s registration statement on December 14, 2016, is hereby incorporated by reference.

(xv)

Subadvisory Agreement among the Trust, Nationwide Fund Advisors and Wellington Management Company LLP, dated November 13, 2017, previously filed as Exhibit EX-28.d.4.o with the Trust’s registration statement on November 22, 2017, is hereby incorporated by reference.

(xvi)

Subadvisory Agreement among the Trust, Nationwide Fund Advisors and Loomis, Sayles & Company, L.P., dated May 5, 2017, previously filed as Exhibit EX-28.d.4.q with the Trust’s registration statement on May 5, 2017, is hereby incorporated by reference.

(xvii)

Subadvisory Agreement among the Trust, Nationwide Fund Advisors and Loomis, Sayles & Company, L.P., dated November 13, 2017, previously filed as Exhibit EX-28.d.4.q with the Trust’s registration statement on November 22, 2017, is hereby incorporated by reference.

(xviii)

Subadvisory Agreement among the Trust, Nationwide Fund Advisors and Logan Capital Management, Inc., dated December 8, 2017, is filed herewith as Exhibit EX-16.6.d.xviii.

(xix)

Subadvisory Agreement among the Trust, Nationwide Fund Advisors and Diamond Hill Capital Management, dated November 13, 2017, previously filed as Exhibit EX-28.d.4.s with the Trust’s registration statement on November 22, 2017, is hereby incorporated by reference.

(xx)

Subadvisory Agreement among the Trust, Nationwide Fund Advisors and WCM Investment Management, dated November 13, 2017, previously filed as Exhibit EX-28.d.4.t with the Trust’s registration statement on November 22, 2017, is hereby incorporated by reference.

(xxi)

Subadvisory Agreement among the Trust, Nationwide Fund Advisors and Massachusetts Financial Services Company D/B/A MFS Investment Management, dated November 13, 2017, previously filed as Exhibit EX-28.d.4.u with the Trust’s registration statement on November 22, 2017, is hereby incorporated by reference.

(7)

Copies of each underwriting or distribution between the Registrant and a principal underwriter, and specimens or copies of all agreements between principal underwriters and dealers;

(a)

Underwriting Agreement dated May 1, 2007, amended as of February 28, 2008, between the Trust and Nationwide Fund Distributors LLC (“NFD”), previously filed as Exhibit EX-99.e.1 with the Trust’s registration statement on June 14, 2007, is hereby incorporated by reference.

(i)

Schedule A to the Underwriting Agreement dated May 1, 2007, as amended December 14, 2017, between the Trust and NFD, for certain series of the Trust, is filed herewith as Exhibit EX-16.7.a.i.

(b)

Model Dealer Agreement, dated January 2008, previously filed as Exhibit EX-99.e.2 with the Trust’s registration statement on February 27, 2008, is hereby incorporated by reference.

(8)

Copies of all bonus, profit sharing, pension or other similar contracts or arrangements wholly or partly for the benefit of trustees or officers of the Registrant in their capacity as such. Furnish a reasonably detailed description of any plan that is not set forth in a formal document;

Not Applicable.

(9)

Copies of all custodian agreements and depository contracts Section 17(f) of the Investment Company Act of 1940, as amended (the “1940 Act”) for securities and similar investments of the Registrant, including the schedule of remuneration;

(a)

Global Custody Agreement dated April 4, 2003, Fund List, amended as of February 28, 2008, between the Trust and JPMorgan Chase Bank, previously filed as Exhibit EX-99.g.1 with the Trust’s registration statement on February 25, 2005, is hereby incorporated by reference.

(i)

Amendment to Global Custody Agreement dated April 4, 2003, amended December 2, 2009, previously filed as Exhibit EX-28.g.1.a with the Trust’s registration statement on February 26, 2010, is hereby incorporated by reference.

(ii)

Amendment to Global Custody Agreement dated April 4, 2003, amended March 8, 2012, previously filed as Exhibit EX-28.g.1.d with the Trust’s registration statement on July 2, 2012, is hereby incorporated by reference.

(iii)

Amendment to Global Custody Agreement dated March 11, 2011, previously filed as Exhibit EX-28.g.1.d with the Trust’s registration statement on September 30, 2016, is hereby incorporated by reference.

(iv)

Amendment to the Global Custody Agreement dated September 18, 2015, previously filed as Exhibit EX-28.g.1.c with the Trust’s registration statement on October 13, 2015, is hereby incorporated by reference.

(v)

Amendment to Global Custody Agreement dated December 9, 2015, previously filed as Exhibit EX-28.g.1.e with the Trust’s registration statement on September 30, 2016, is hereby incorporated by reference.

(vi)

Amendment to Global Custody Agreement dated August 26, 2016, previously filed as Exhibit EX-28.g.1.f with the Trust’s registration statement on September 30, 2016, is hereby incorporated by reference.

(vii)

Amendment to Global Custody Agreement dated November 22, 2016, previously filed as Exhibit EX-28.g.1.g with the Trust’s registration statement on March 22, 2017, is hereby incorporated by reference.

(viii)

Amendment to Global Custody Agreement dated May 17, 2017, previously filed as Exhibit EX-28.g.1.h with the Trust’s registration statement on August 24, 2017, is hereby incorporated by reference.

(ix)

Amendment to Global Custody Agreement dated November 9, 2017, is filed herewith as Exhibit EX-16.9.a.ix.

(b)

Waiver to Global Custody Agreement dated as of February 28, 2005, between the Trust and JPMorgan Chase Bank, previously filed as Exhibit EX-99.g.1.a with the Trust’s registration statement on February 28, 2006, is hereby incorporated by reference.

(c)

Cash Trade Execution Rider dated April 4, 2003, previously filed as Exhibit EX-99.g.1.b with the Trust’s registration statement on February 28, 2006, is hereby incorporated by reference.

(d)

Concentration Accounts Agreement dated December 2, 2009, between the Trust and JPMorgan Chase Bank, previously filed as Exhibit EX-28.g.4 with the Trust’s registration statement on February 26, 2010, is hereby incorporated by reference.

(e)

Rider for Securities Lending to Global Custody Agreement dated March 28, 2014, previously filed as Exhibit EX-28.g.5 with the Trust’s registration statement on September 30, 2016, is hereby incorporated by reference.

(f)

Addendum to Fee Schedule to Rider for Securities Lending to Global Custody Agreement dated March 28, 2014, previously filed as Exhibit EX-28.g.6 with the Trust’s registration statement on September 30, 2016, is hereby incorporated by reference.

(10)

Copies of any plan entered into by Registrant pursuant to Rule 12b-1 under the 1940 Act and any agreements with any person relating to implementation of the plan, and copies of any plan entered into by Registrant pursuant to Rule 18f-3 under the 1940 Act, any agreement with any person relating to implementation of the plan, any amendment to the plan, and a copy of the portion of the minutes of the meeting of the Registrant’s trustees describing any action taken to revoke the plan;

(a)

Distribution Plan under Rule 12b-1, dated May 1, 2007, as amended December 14, 2017, for certain series of the Trust, is filed herewith as Exhibit EX-16.10.a.

(b)

Rule 18f-3 Plan, dated March 2, 2009, as amended December 14, 2017, for certain series of the Trust, is filed herewith as Exhibit EX-16.10.b.

(11)

An opinion and consent of counsel as to the legality of the securities being registered, indicating whether they will, when sold, be legally issued, fully paid and non-assessable;

(a)

Legal Opinion and Consent of Counsel relating to the legality of the shares being offered, previously filed as Exhibit EX-16.11.a, is hereby incorporated by reference.

(12)

An opinion and consent to their use, of counsel or, in lieu of an opinion a copy of the revenue ruling from the Internal Revenue Service, supporting tax matters and consequences to shareholders discussed in the prospectus;

(a)

Opinion and Consent of Counsel with respect to certain tax consequences relating to the Plan of Reorganization is filed herewith as Exhibit EX-16.12.a.

(13)

Copies of all material contracts of the Registrant not made in the ordinary course of business which are to be performed in whole or in part on or after the date of filing of the registration statement;

(a)

Joint Fund Administration and Transfer Agency Agreement, dated May 1, 2010, between the Trust, Nationwide Mutual Funds and Nationwide Fund Management LLC, previously filed as Exhibit EX-28.h.1 with the Trust’s registration statement on September 14, 2010, is hereby incorporated by reference.

(b)

Administrative Services Plan dated May 1, 2007, previously filed as Exhibit EX-28.h.2 with the Trust’s Registration Statement on December 12, 2011 is hereby incorporated by reference.

(i)

Form of Servicing Agreement to Administrative Services Plan (“Servicing Agreement”), dated January 2007, previously filed as Exhibit EX-23.h.2.b with the Trust’s registration statement on February 28, 2007, is hereby incorporated by reference.

(ii)

Amendment to Administrative Services Plan effective March 10, 2015, as amended December 14, 2017, is filed herewith as Exhibit EX-16.13.b.ii.

(c)

Form of Operational Service Agreement between Nationwide Fund Management LLC and Fund Provider(s), previously filed as Exhibit EX-23.h.3 with the Trust’s registration statement on August 27, 2007, is hereby incorporated by reference.

(d)

Expense Limitation Agreement between the Trust and Nationwide Fund Advisors, pertaining to certain series of the Trust, dated May 1, 2007, and amended as of January 9, 2008, previously filed as Exhibit EX-23.h.4 with the Trust’s registration statement on February 27, 2008 is hereby incorporated by reference.

(i)

Amendment to Expense Limitation Agreement, dated May 1, 2007, as amended May 1, 2017, between the Trust and Nationwide Fund Advisors, previously filed as Exhibit EX-28.h.4.a with the Trust’s registration statement on May 5, 2017, is hereby incorporated by reference.

(ii)

Exhibit A to the Expense Limitation Agreement, dated May 1, 2007, as amended December 14, 2017, between the Trust and Nationwide Fund Advisors, is filed herewith as Exhibit EX-16.13.d.ii.

(e)

Assignment and Assumption Agreement between Gartmore Mutual Funds, an Ohio business trust (“OBT”) and the Trust, a Delaware statutory trust, dated February 28, 2005, assigning to the Trust OBT’s title, rights, interests, benefits and privileges in and to certain contracts listed in the Agreement, previously filed as Exhibit EX-99.h.11 with the Trust’s registration statement on February 28, 2006, is hereby incorporated by reference.

(f)

Fee Waiver Agreement between Nationwide Mutual Funds and Nationwide Fund Advisors for the Nationwide Fund, dated as of March 1, 2017, previously filed as Exhibit EX-28.h.6 with the Trust’s registration statement on May 5, 2017, is hereby incorporated by reference.

(g)

Administrative Services Fee Waiver Agreement between Nationwide Mutual Funds and Nationwide Financial Services on behalf of the Nationwide Government Money Market Fund, dated as of March 1, 2017, previously filed as Exhibit EX-28.h.7 with the Trust’s registration statement on May 5, 2017, is hereby incorporated by reference.

(h)

Fee Waiver Agreement between Nationwide Mutual Funds and Nationwide Fund Advisers for the Nationwide Mid Cap Market Index Fund and Nationwide Small Cap Index Fund, dated as of March 1, 2017, previously filed as Exhibit EX-28.h.8 with the Trust’s registration statement on May 5, 2017, is hereby incorporated by reference.

(14)

Copies of any other opinions, appraisals, or rulings, and consents to their use, relied on in preparing the registration statement and required by Section 7 of the 1933 Act;

(a)

Consent of Independent Registered Public Accounting Firm, previously filed as Exhibit EX-16.14.a with the Trust’s registration statement on Form N-14 on July 28, 2017, is hereby incorporated by reference.

(15)

All financial statements omitted pursuant to Item 14(a)(1);

Not Applicable

(16)

Manually signed copies of any power of attorney pursuant to which the name of any person has been signed to the registration statement; and

(a)

Powers of Attorney, previously filed as Exhibit EX-16.16.a with the Trust’s registration statement on Form N-14 on July 28, 2017, is hereby incorporated by reference.

(17)

Any additional exhibits which the Registrant may wish to file.

(a)

Code of Ethics for the Trust and the Nationwide Variable Insurance Trust (formerly known as Gartmore Mutual Funds and Gartmore Variable Insurance Trust, respectively), dated December 3, 2008, previously filed as Exhibit EX-23.p.1 with the Trust’s registration statement on February 26, 2009, is hereby incorporated by reference.

(b)

Code of Ethics for Nationwide Fund Advisors, dated January 1, 2015, previously filed as Exhibit EX-23.p.2 with the Trust’s registration statement on February 26, 2015, is hereby incorporated by reference.

(c)

Advisory Employee Investment Transaction Policy for BlackRock Investment Management, LLC, revised January 15, 2009, previously filed as Exhibit EX-23.p.4 with the Trust’s registration statement on February 26, 2009, is hereby incorporated by reference.

(d)

Code of Ethics for Dimensional Fund Advisors LP, dated January 1, 2016, previously filed as Exhibit EX-23.p.4 with the Trust’s registration statement on February 22, 2016, is hereby incorporated by reference.

(e)

Code of Ethics for Nationwide Fund Distributors LLC dated January 1, 2014, previously filed as Exhibit EX-23.p.5 with the Trust’s registration statement on February 26, 2015, is hereby incorporated by reference.

(f)

Code of Ethics for Federated Investment Management Company, dated January 1, 2016, previously filed as Exhibit EX-28.p.6 with the Trust’s registration statement on February 22, 2016, is hereby incorporated by reference.

(g)

Code of Ethics for Brown Capital Management, LLC, revised December 31, 2015, previously filed as Exhibit EX-28.p.8 with the Trust’s registration statement on February 22, 2016, is hereby incorporated by reference.

(h)

Code of Ethics for UBS Asset Management (Americas) Inc., dated January 7, 2013, previously filed as Exhibit EX-28.p.9 with the Trust’s registration statement on February 26, 2015, is hereby incorporated by reference.

(i)

Code of Ethics, amended December 5, 2016, for Thompson, Siegel & Walmsley LLC, previously filed herewith as Exhibit EX-28.p.10 with the Trust’s registration statement on May 5, 2017, is hereby incorporated by reference.

(j)

Code of Ethics for Bailard, Inc., dated March 25, 2014, previously filed as Exhibit EX-28.p.12 with the Trust’s registration statement on February 26, 2015, is hereby incorporated by reference.

(l)

Code of Ethics for Geneva Capital Management LLC, as revised October 30, 2015, previously filed as Exhibit EX-28.p.13 with the Trust’s registration statement on February 22, 2016, is hereby incorporated by reference.

(m)

Code of Ethics for Ziegler Capital Management, LLC, dated June 13, 2011, as amended October 29, 2015, previously filed as Exhibit EX-28.p.14 with the Trust’s registration statement on February 22, 2016, is hereby incorporated by reference.

(n)

Code of Ethics for Boston Advisors, LLC, as amended December 2013, previously filed as Exhibit EX-28.p.20 with the Trust’s registration statement on March 25, 2014, is hereby incorporated by reference.

(o)

Code of Ethics for Standard Life Investments (Corporate Funds) Limited, dated November 20, 2014, previously filed as Exhibit EX-28.p.20 with the Trust’s registration statement on October 13, 2015, is hereby incorporated by reference.

(p)

Code of Ethics for Amundi Smith Breeden, LLC, as amended April 2, 2015, previously filed as Exhibit EX-28.p.21 with the Trust’s registration statement on October 14, 2015, is hereby incorporated by reference.

(q)

Code of Ethics for Wellington Management Company LLP, dated July 1, 2016, previously filed as Exhibit EX-28.p.22 on December 14, 2016, is hereby incorporated by reference.

(r)

Code of Ethics for Loomis, Sayles & Company, L.P. dated August 11, 2016, previously filed herewith as Exhibit Ex-28.p.19 with the Trust’s registration statement on May 5, 2017, is hereby incorporated by reference.

(s)

Code of Ethics for Logan Capital Management, Inc. dated February 2017, previously filed as Exhibit EX-28.p.19 with the Trust’s registration statement on March 22, 2017, is hereby incorporated by reference.

(t)

Code of Ethics for Diamond Hill Capital Management dated January 1, 2017, previously filed as Exhibit EX-28.p.19 with the Trust’s registration statement on November 22, 2017, is hereby incorporated by reference.

(u)

Code of Ethics for WCM Investment Management dated January 1, 2017, previously filed as Exhibit EX-28.p.20 with the Trust’s registration statement on November 22, 2017, is hereby incorporated by reference.

(v)

Code of Ethics for Massachusetts Financial Services Company dated October 31, 2016, previously filed as Exhibit EX-28.p.21 with the Trust’s registration statement on November 22, 2017, is hereby incorporated by reference.

Item 17.

Undertakings

(1) The undersigned Registrant agrees that prior to any public reoffering of the securities registered through the use of a prospectus which is part of this registration statement by any person or party who is deemed to be an underwriter within the meaning of Rule 145(c) of the Securities Act, the reoffering prospectus will contain the information called for by the applicable registration form for reofferings by persons who may be deemed underwriters, in addition to the information called for by the other items of the applicable form.

(2) The undersigned Registrant agrees that every prospectus that is filed under paragraph (1) above will be filed as part of an amendment to the registration statement and will not be used until the amendment is effective, and that, in determining any liability under the 1933 Act, each post-effective amendment shall be deemed to be a new registration statement for the securities offered therein, and the offering of the securities at that time shall be deemed to be the initial bona fide offering of them.

(3) The undersigned Registrant agrees to file by Post-Effective Amendment the opinions and consents of counsel regarding the tax consequences of the proposed reorganizations required by Item 16(12) of Form N-14 within a reasonable time after receipt of such opinions.

SIGNATURES

As required by the Securities Act of 1933, as amended (the “1933 Act”), this Registration Statement has been signed on behalf of the Registrant in the City of Columbus, and State of Ohio, on this 27 ^th day of December, 2017. The Registrant certifies that it meets all of the requirements for effectiveness of this Post-Effective Amendment to its Registration Statement on Form N-14 under Rule 485(b) under the 1933 Act.


NATIONWIDE MUTUAL FUNDS

BY:		/s/ Allan J. Oster
		Allan J. Oster, Attorney-In-Fact for Registrant

As required by the 1933 Act, this Registration Statement has been signed below by the following persons in the capacities indicated and on the date written above.

Signature & Title

Principal Executive Officer

/s/ Michael S. Spangler*

Michael S. Spangler, President and

Chief Executive Officer

Principal Accounting and Financial Officer

/s/ Joseph Finelli*

Joseph Finelli, Treasurer and Vice President

Trustees

/s/ Charles E. Allen*

Charles E. Allen, Trustee

/s/ Paula H.J. Cholmondeley*

Paula H.J. Cholmondeley, Trustee

/s/ Phyllis Kay Dryden*

Phyllis Kay Dryden, Trustee

/s/ Barbara I. Jacobs*

Barbara I. Jacobs, Trustee

/s/ Keith F. Karlawish*

Keith F. Karlawish, Trustee

/s/ Carol A. Kosel*

Carol A. Kosel, Trustee

/s/ Douglas F. Kridler*

Douglas F. Kridler, Trustee

/s/ Lydia M. Marshall*

Lydia M. Marshall, Trustee

/s/ David C. Wetmore*

David C. Wetmore, Trustee and Chairman


*BY:		/s/ Allan J. Oster
		Allan J. Oster, Attorney-In-Fact

EXHIBIT INDEX


EXHIBIT		NO.

Plan of Reorganization		EX-16.4.a

Amendment to Exhibit A to Investment Advisory Agreement		EX-16.6.a.i

Amendment to Exhibit A to Investment Advisory Agreement		EX-16.6.c.i

Subadvisory Agreement		EX-16.6.d.xviii

Amendment to Schedule A to Underwriting Agreement		EX-16.7.a.i

Amendment to Global Custody Agreement		EX-16.9.a.ix

Amendment to Rule 12b-1 Plan		EX-16.10.a

Amendment to Rule 18f-3 Plan		EX-16.10.b

Opinion and Consent of Counsel		EX-16.12.a

Amendment to Administrative Services Plan		EX-16.13.b.ii

Amendment to Exhibit A to Expense Limitation Agreement		EX-16.13.d.ii

EX-16.4.a

PLAN OF REORGANIZATION

This PLAN OF REORGANIZATION (the “Plan”), made as of this 25 day of October, 2017 is adopted by Nationwide Mutual Funds (the “Trust”), a statutory trust created under the laws of the State of Delaware, with its principal place of business at One Nationwide Plaza, Mail Code 5-02-210, Columbus, Ohio 43215, on behalf of two of its series, as set forth below:


Nationwide Government Bond Fund (the “Acquired Fund”)		Nationwide Inflation- Protected Securities Fund (the “Acquiring Fund”)
Class A		Class A
Class C
Class R
Institutional Service Class		Institutional Service Class

The reorganization (hereinafter referred to as the “Reorganization”) will consist of: (i) the acquisition by the Acquiring Fund of substantially all of the property, assets and goodwill of the Acquired Fund in exchange solely for shares of beneficial interest, without par value, of the corresponding class of shares of the Acquiring Fund listed in the table above; (ii) the assumption by the Acquiring Fund of all of the liabilities of the Acquired Fund; (iii) the distribution of each class of the Acquiring Fund’s shares to the shareholders of its corresponding class of shares of the Acquired Fund, according to their respective interests, in complete liquidation of the Acquired Fund; and (iv) the liquidation and dissolution of the Acquired Fund as soon as practicable after the closing (as referenced in Section 3 hereof, hereinafter called the “Closing”), all upon and subject to the terms and conditions of this Plan hereinafter set forth.

Sale and Transfer of Assets, Liquidation and Dissolution of the Acquired Fund

(a) Subject to the terms and conditions of this Plan, the Trust, on behalf of the Acquired Fund, will sell, assign, convey, transfer and deliver to the Acquiring Fund, at the Closing provided for in Section 3, all of the then existing assets of the Acquired Fund as of the close of business (which hereinafter shall be, unless otherwise noted, the regular close of business of the New York Stock Exchange, Inc. (“NYSE”)) (“Close of Business”) on the valuation date (as defined in Section 3 hereof, hereinafter called the “Valuation Date”), free and clear of all liens, encumbrances, and claims whatsoever (other than shareholders’ rights of redemption and such restrictions as might arise under the Securities Act of 1933, as amended (the “1933 Act”), with respect to privately placed or otherwise restricted securities that the Acquired Fund may have acquired in the ordinary course of business), except for cash, bank deposits, or cash equivalent securities in an estimated amount necessary (1) subject to clause (2), to discharge all of the Acquired Fund’s Liabilities (as defined below) on its books at the Close of Business on the Valuation Date including, but not limited to, its income dividends and capital gains distributions, if any, payable for any period prior to, and through, the Close of Business on the Valuation Date, and (2) to pay such contingent liabilities as the trustees of the Trust shall reasonably deem to exist against the Acquired Fund, if any, at the Close of Business on the Valuation Date, for which contingent and other appropriate liability reserves shall be established on the books of the Acquired Fund (hereinafter “Net Assets”). The Acquired Fund shall also retain any and all rights that it may have over and against any person that may have accrued up to and including the Close of Business on the Valuation Date. The Trust shall use commercially reasonable efforts to identify all of the Acquired Fund’s liabilities, debts, obligations and duties of any nature, whether accrued absolute, contingent or otherwise (“Liabilities”), prior to the Valuation Date and shall discharge all such known Liabilities on or prior to the Valuation Date. To the extent that any Acquired Fund Liabilities are not discharged on or prior to the Valuation Date, the Acquiring Fund shall assume such Liabilities.

(b) Subject to the terms and conditions of this Plan, the Trust shall deliver to the Acquired Fund the number of shares of each class of the Acquiring Fund determined by dividing the net asset value per share of the corresponding share class of the Acquired Fund as of Close of Business on the Valuation date by the net asset value per share of the corresponding class of the Acquiring Fund as of Close of Business on the Valuation Date, and multiplying the result by the number of outstanding shares of the corresponding Acquired Fund class as of Close of Business on the Valuation Date, provided, however, that the number of each class of shares of the Acquiring Fund to be so issued shall not exceed the number of shares determined by dividing the total net assets of the Acquired Fund, determined as of the Valuation Date, attributable to each class of shares of the Acquired Fund whose shareholders

are receiving such shares, by the net asset value per share of the corresponding class of the Acquiring Fund as of the Valuation Date. Each class of shares of the Acquiring Fund received shall be distributed pro rata to the shareholders of the corresponding class of the Acquired Fund of record as of the Close of Business on the Valuation Date.

(c) As soon as practicable following the Closing, the Trust shall dissolve the Acquired Fund and distribute pro rata to the Acquired Fund’s shareholders of record as of the Close of Business on the Valuation Date, the shares of beneficial interest of the Acquiring Fund received by the Acquired Fund pursuant to this Section 1. Such dissolution and distribution shall be accomplished by the establishment of accounts on the share records of the Acquiring Fund of the type and in the amounts due such shareholders pursuant to this Section 1 based on their respective holdings of shares of the Acquired Fund as of the Close of Business on the Valuation Date. Fractional shares of beneficial interest of the Acquiring Fund shall be carried to the third decimal place. No certificates representing shares of beneficial interest of the Acquiring Fund will be issued to shareholders of the Acquired Fund irrespective of whether such shareholders hold their shares in certificated form.

(d) At the Closing, any outstanding certificate that, prior to Closing, represented shares of beneficial interest of the Acquired Fund, shall be cancelled and shall no longer evidence ownership thereof.

(e) At the Closing, each shareholder of record of the Acquired Fund as of the record date (the “Distribution Record Date”) with respect to any unpaid dividends and other distributions that were declared prior to the Closing, including any dividend or distribution declared pursuant to Section 9(d) hereof, shall have the right to receive such unpaid dividends and distributions with respect to the shares of the Acquired Fund that such person had on such Distribution Record Date.

Valuation

(a) The value of the Acquired Fund’s Net Assets to be acquired by the Acquiring Fund hereunder shall be computed as of the Close of Business on the Valuation Date using the valuation procedures adopted by the Trust on behalf of the Acquired Fund and the Acquiring Fund (“Valuation Procedures”).

(b) The net asset value of a share of beneficial interest of the Acquiring Fund Class A Shares and Acquiring Fund Institutional Service Class Shares shall be determined to the nearest full cent as of the Close of Business on the Valuation Date using the Valuation Procedures.

(c) The net asset value of a share of beneficial interest of the Acquired Fund Class A Shares, Acquired Fund Class C Shares, Acquired Fund Class R Shares, and Acquired Fund Institutional Service Class Shares shall be determined to the nearest full cent as of the Close of Business on the Valuation Date, using the Valuation Procedures.

Closing and Valuation Date

The Valuation Date shall be December 1, 2017 or such later date as the Trust may designate. The Closing shall take place at the principal office of the Trust, at One Nationwide Plaza, Columbus, Ohio 43215 at approximately 9:00 a.m., Eastern time, on the first business day following the Valuation Date. Notwithstanding anything herein to the contrary, in the event that on the Valuation Date (a) the NYSE shall be closed to trading or trading thereon shall be restricted or (b) trading or the reporting of trading on such exchange or elsewhere shall be disrupted so that, in the judgment of the Trust, accurate appraisal of the value of the net assets of the Acquired Fund or the Acquiring Fund is impracticable, the Valuation Date shall be postponed until the first business day after the day when trading shall have been fully resumed without restriction or disruption, reporting shall have been restored and accurate appraisal of the value of the net assets of the Acquired Fund and the Acquiring Fund is practicable in the judgment of the Trust. The Trust shall have provided for delivery as of the Closing of those Net Assets of the Acquired Fund to be transferred to the Acquiring Fund’s Custodian, JPMorgan Chase Bank, 270 Park Avenue, New York, NY 10008. Also, the Trust shall deliver at the Closing a list (which may be in electronic form) of names and addresses of the shareholders of record of its Acquired Fund Shares, and the number of full and fractional shares of beneficial interest of such classes owned by each such shareholder, indicating thereon which such shares are represented by outstanding certificates and which by book-entry accounts, all as of the Close of Business on the Valuation Date, certified by its transfer agent, or by its President or Vice-President to the best of their knowledge

and belief. The Trust shall issue and deliver a certificate or certificates evidencing the registered shares of the Acquiring Fund to be delivered at the Closing to said transfer agent or provide evidence that such shares of beneficial interest of the Acquiring Fund have been registered in an open account on the books of the Acquiring Fund.

Necessary Findings of Fact by the Trust on behalf of the Acquired Fund

The Trust hereby designates the following findings of fact as a necessary pre-condition to the consummation of the Reorganization:

(a) The Trust is authorized to issue an unlimited number of shares of beneficial interest of the Acquired Fund, without par value. Each outstanding share of the Acquired Fund is validly issued, fully paid, non-assessable and has full voting rights.

(b) The financial statements appearing in the Acquired Fund’s Annual Report to Shareholders for the fiscal year ended October 31, 2016, and any subsequent financial statements, audited by PricewaterhouseCoopers LLP, and any unaudited financial statements, fairly present the financial position of the Acquired Fund as of the date indicated, and the results of its operations for the period indicated, in conformity with generally accepted accounting principles applied on a consistent basis.

(c) The books and records of the Acquired Fund, including FASB ASC 740-10-25 (formerly FIN 48) work papers and supporting statements (“FIN 48 Workpapers”), made available to the Acquiring Fund are true and correct in all material respects and contain no material omissions with respect to the business and operations of the Acquired Fund.

(d) The statement of assets and liabilities to be furnished by the Trust as of the Close of Business on the Valuation Date for the purpose of determining the number of shares of beneficial interest of the Acquiring Fund to be issued pursuant to Section 1 hereof will accurately reflect the Net Assets of the Acquired Fund and outstanding shares of beneficial interest, as of such date, in conformity with generally accepted accounting principles applied on a consistent basis.

(e) At the Closing, the Trust, on behalf of the Acquired Fund, will have good and marketable title to all of the securities and other assets shown on the statement of assets and liabilities referred to in subsection (d) above, free and clear of all liens or encumbrances of any nature whatsoever except such restrictions as might arise under the 1933 Act with respect to privately placed or otherwise restricted securities that it may have acquired in the ordinary course of business and such imperfections of title or encumbrances as do not materially detract from the value or use of the assets subject thereto, or materially affect title thereto.

(f) The Trust has elected to treat the Acquired Fund as a regulated investment company (“RIC”) for federal income tax purposes under Part I of Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”), the Acquired Fund is a “fund” as defined in Section 851(g)(2) of the Code, has qualified for treatment as a RIC for each taxable year since its inception, and will so qualify as a RIC as of the Closing, and the consummation of the transaction contemplated by the Plan will not cause the Acquired Fund to fail to qualify as a RIC as of the Closing. The Acquired Fund has no earnings and profits accumulated in any taxable year in which the provisions of Subchapter M of the Code did not apply to it.

(g) There are no material contracts outstanding to which the Acquired Fund is a party, other than as disclosed in the Acquired Fund’s registration statement on Form N-1A filed with the U.S. Securities and Exchange Commission (the “Commission”) or the Acquired Fund’s Prospectus.

(h) The Acquired Fund will declare prior to the Valuation Date and pay before the date of the Closing, a dividend or dividends with a record and ex-dividend date on or prior to such Valuation Date that, together with all previous dividends, shall have the effect of distributing to its shareholders (A) all of the Acquired Fund’s investment company taxable income (determined without regard to any deductions for dividends paid) for the taxable year ended prior to the date of the Closing and substantially all of such investment company taxable income for the short taxable year beginning on the first day of its current taxable year and ending on the date of the Closing, and (B) all of the Acquired Fund’s net capital gain recognized in its taxable year ended prior to the date of the Closing and substantially all of any such net capital gain recognized in such short taxable year (in each case after reduction for any capital loss carryover).

Necessary Findings of Fact by the Trust on behalf of the Acquiring Fund

The Trust hereby designates the following findings of fact as a necessary pre-condition to the consummation of the Reorganization:

(a) The Trust is authorized to issue an unlimited number of shares of beneficial interest, without par value, of the Acquiring Fund. Each outstanding share of the Acquiring Fund is fully paid, non-assessable and has full voting rights. The shares of beneficial interest of the Acquiring Fund to be issued pursuant to Section 1 hereof will, upon their issuance, be validly issued and fully paid and non-assessable, and have full voting rights.

(b) At the Closing, each class of shares of beneficial interest of the Acquiring Fund to be issued pursuant to this Plan will be eligible for offering to the public in those states of the United States and jurisdictions in which the corresponding class of shares of the Acquired Fund are presently eligible for offering to the public, and there are an unlimited number of shares registered under the 1933 Act such that there is a sufficient number of such shares to permit the transfers contemplated by this Plan to be consummated.

(c) The statement of assets and liabilities of the Acquiring Fund to be furnished by the Trust as of the Close of Business on the Valuation Date for the purpose of determining the number of shares of beneficial interest of the Acquiring Fund to be issued pursuant to Section 1 hereof will accurately reflect the net assets of the Acquiring Fund and outstanding shares of beneficial interest, as of such date, in conformity with generally accepted accounting principles applied on a consistent basis.

(d) At the Closing, the Trust will have good and marketable title to all of the securities and other assets shown on the statement of assets and liabilities referred to in subsection (c) above, free and clear of all liens or encumbrances of any nature whatsoever except such restrictions as might arise under the 1933 Act with respect to privately placed or otherwise restricted securities that it may have acquired in the ordinary course of business and such imperfections of title or encumbrances as do not materially detract from the value or use of the assets subject thereto, or materially affect title thereto.

(e) The books and records of the Acquiring Fund, including FIN 48 Workpapers, made available to the Acquired Fund are true and correct in all material respects and contain no material omissions with respect to the business and operations of the Acquiring Fund.

(f) The Trust has elected to treat the Acquiring Fund as a RIC for federal income tax purposes under Part I of Subchapter M of the Code, the Acquiring Fund will be a “fund” as defined in Section 851(g)(2) of the Code, has qualified for treatment as a RIC for each taxable year since its inception, and will so qualify as a RIC as of the Closing, and the consummation of the transaction contemplated by the Plan will not cause the Acquiring Fund to fail to qualify as a RIC from and after the Closing. The Acquiring Fund has no earnings and profits accumulated in any taxable year in which the provisions of Subchapter M of the Code did not apply to it.

(g) There are no material contracts outstanding to which the Acquiring Fund is a party, other than as disclosed in the Acquiring Fund’s registration statement on Form N-1A filed with the Commission or the Acquiring Fund’s Prospectus.

Necessary Findings of Fact by the Trust on behalf of the Acquired Fund and the Acquiring Fund

The Trust hereby designates the following findings of fact as a necessary pre-condition to the consummation of the Reorganization:

(a) The Trust is a statutory trust created under the laws of the State of Delaware on September 1, 2004, and is validly existing and in good standing under the laws of that state. The Trust, of which the Acquired Fund and the Acquiring Fund are separate series, is duly registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end, management investment company. Such registration is in full force and effect as of the date hereof and will be in full force and effect as of the Closing and all of its shares sold have been sold pursuant to an effective registration statement filed under the 1933 Act, except for any shares sold pursuant to the private offering exemption for the purpose of raising initial capital.

(b) The Trust has the necessary trust power and authority to conduct its business and the business of the Acquired Fund and Acquiring Fund as such businesses are now being conducted.

(c) The Trust is not a party to or obligated under any provision of its Amended and Restated Agreement and Declaration of Trust (“Agreement and Declaration of Trust”), By-Laws, or any material contract or any other material commitment or obligation, and is not subject to any order or decree that would be violated by its execution of or performance under this Plan.

(d) The Trust has full trust power and authority to enter into and perform its obligations under this Plan. Except as provided in the immediately preceding sentence, the execution, delivery and performance of this Plan have been validly authorized, and this Plan constitutes its legal and valid obligation.

(e) The Acquired Fund does not have any unamortized or unpaid organizational fees or expenses.

(f) Neither the Trust, the Acquired Fund nor the Acquiring Fund is under the jurisdiction of a court in a Title 11 or similar case within the meaning of Section 368(a)(3)(A) of the Code.

(g) There are no legal, administrative or other proceedings or investigations against the Trust, the Acquired Fund or the Acquiring Fund, or, to the Trust’s knowledge, threatened against any of them, that would materially affect their financial condition or their ability to consummate the transactions contemplated by this Plan. The Trust, the Acquired Fund and the Acquiring Fund are not charged with or, to the Trust’s knowledge, threatened with, any violation or investigation of any possible violation of any provisions of any federal, state or local law or regulation or administrative ruling relating to any aspect of its business.

(h) The Trust has duly filed, on behalf of the Acquired Fund and the Acquiring Fund, as applicable, all Tax (as defined below) returns and reports (including information returns) that are required to have been filed by the Acquired Fund and the Acquiring Fund, respectively, and all such returns and reports accurately state, in all materials respects, the amount of Tax owed for the periods covered by the returns, or, in the case of information returns, the amount and character of income required to be reported by the Acquired Fund or the Acquiring Fund, as applicable. The Trust has, on behalf of each of the Acquired Fund and the Acquiring Fund, paid or made provision and properly accounted for all Taxes (as defined below) shown to be due on such Tax returns and reports or on any actual or proposed deficiency assessments received with respect to the Acquired Fund or the Acquiring Fund. The amounts established as provisions for Taxes in the books and records of each of the Acquired Fund and the Acquiring Fund as of the Close of Business on the Valuation Date will, to the extent required by generally accepted accounting principles, be sufficient for the payment of all Taxes of any kind, whether accrued, due, absolute, contingent or otherwise, which were or will be payable by the Acquired Fund or the Acquiring Fund, as applicable, for all periods or fiscal years (or portions thereof) ending on or before the Close of Business on the Valuation Date. No Tax return filed by the Trust on behalf of the Acquired Fund or the Acquiring Fund is currently being audited by the Internal Revenue Service or by any state or local taxing authority. To the knowledge of the Trust, there are no levies, liens or encumbrances relating to Taxes existing, threatened or pending with respect to the assets of either the Acquired Fund or the Acquiring Fund. As used in this Plan, “Tax” or “Taxes” means all federal, state, local and foreign (whether imposed by a country or political subdivision or authority thereunder) income, gross receipts, excise, sales, use, value added, employment, franchise, profits, property, ad valorem or other taxes, stamp taxes and duties, fees, assessments or charges, whether payable directly or by withholding, together with any interest and any penalties, additions to tax or additional amounts imposed by any taxing authority (foreign or domestic) with respect thereto.

(i) All information provided by the Trust for inclusion in, or transmittal with, the prospectus and statement of additional information with respect to this Plan pursuant to which the Acquired Fund shareholders will be informed of the Reorganization, shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated in order to make the statements made therein, in light of the circumstances under which they were made, not misleading.

(j) No consent, approval, authorization or order of any court or governmental authority, or of any other person or entity, is required for the consummation of the transactions contemplated by this Plan, except as may be required by the 1933 Act, the Securities Exchange Act of 1934, as amended (the “1934 Act”), the 1940 Act, or state securities laws or Delaware statutory trust laws (including, in the case of each of the foregoing, the rules and regulations thereunder).

Obligations of the Trust on behalf of the Acquired Fund

(a) The Trust shall operate the business of the Acquired Fund as presently conducted between the date hereof and the Closing.

(b) The Trust, on behalf of the Acquired Fund, shall not acquire the shares of beneficial interest of the Acquiring Fund for the purpose of making distributions thereof other than to the Acquired Fund’s shareholders.

(c) The Trust shall file, by the date of the Closing, all of the Acquired Fund’s federal and other Tax returns and reports required by law to be filed on or before such date and all federal and other Taxes shown as due on said returns shall have either been paid or adequate liability reserves shall have been provided for the payment of such Taxes.

(d) At the Closing, the Trust shall provide:

(1) A statement of the respective tax basis of all investments to be transferred by the Acquired Fund to the Acquiring Fund.

(2) A copy (which may be in electronic form) of the Acquired Fund’s shareholder ledger accounts including, without limitation, the name, address and taxpayer identification number of each shareholder of record, the number of shares of beneficial interest held by each shareholder, the dividend reinvestment elections applicable to each shareholder, the backup withholding and nonresident alien withholding certifications, notices or records on file with the Acquired Fund with respect to each shareholder, and such information as the Acquiring Fund may reasonably request concerning Acquired Fund shares or Acquired Fund shareholders in connection with Acquiring Fund’s cost basis reporting and related obligations under Sections 1012, 6045, 6045A, and 6045B of the Code and related regulations issued by the United States Department of the Treasury (the “Treasury Regulations”) following the Closing for all of the shareholders of record of the Acquired Fund’s shares as of the Close of Business on the Valuation Date, who are to become shareholders of the Acquiring Fund as a result of the transfer of assets that is the subject of this Plan, certified by its transfer agent or its President or its Vice-President to the best of their knowledge and belief.

(3) A copy of any other Tax books and records of the Acquired Fund necessary for purposes of preparing any Tax returns, schedules, forms, statements or related documents (including but not limited to any income, excise or information returns, as well as any transfer statements (as described in Treas. Reg. § 1.6045A-1)) required by law to be filed by the Acquiring Fund after the Closing.

(4) If requested by the Acquiring Fund, all FIN 48 Workpapers and supporting statements pertaining to the Acquired Fund.

(e) The Trust shall mail to each shareholder of record of the Acquired Fund as of the Valuation Date a prospectus and statement of additional information that complies in all material respects with the requirements of Form N-14.

(f) At the Closing, the Trust shall provide the statement of the assets and liabilities described in Section 4(d) of this Plan in conformity with the requirements described in such Section.

(g) The Acquired Fund has made available to the Acquiring Fund copies of: (1) the federal, state and local income tax returns filed by or on behalf of the Acquired Fund for the prior three (3) taxable years; and (2) any of the following that have been issued to or for the benefit of or that otherwise affect the Acquired Fund and which have continuing relevance: (a) rulings, determinations, holdings or opinions issued by any federal, state, local or foreign tax authority and (b) legal opinions.

(h) As soon as is reasonably practicable after the Closing, the Acquired Fund will make one or more liquidating distributions to its shareholders consisting of the applicable class of shares of the Acquiring Fund received at the Closing.

(i) The Acquired Fund shall not take any action or cause any action to be taken (including, without limitation the filing of any tax return) that results in the failure of the Reorganization to qualify as a reorganization within the meaning of Section 368(a)(1) of the Code.

(j) As promptly as practicable, but in any case within sixty days after the date of Closing, the Acquired Fund shall furnish the Acquiring Fund, in such form as is reasonably satisfactory to the Acquiring Fund, a statement of the earnings and profits of the Acquired Fund for federal income Tax purposes that will be carried over by the Acquiring Fund as a result of Section 381 of the Code.

Obligations of the Trust on behalf of the Acquiring Fund

(a) The shares of beneficial interest of the Acquiring Fund to be issued and delivered to the Acquired Fund pursuant to the terms of Section 1 hereof shall have been duly authorized as of the Closing and, when so issued and delivered, shall be registered under the 1933 Act, validly issued, and fully paid and non-assessable, and no shareholder of the Acquiring Fund shall have any statutory or contractual preemptive right of subscription or purchase in respect thereof, other than any rights deemed to have been created pursuant to this Plan.

(b) The Trust shall operate the business of the Acquiring Fund as presently conducted between the date hereof and the Closing.

(c) The Trust shall file, by the date of the Closing, all of the Acquiring Fund’s federal and other Tax returns and reports required by law to be filed on or before such date and all federal and other taxes shown as due on said returns shall have either been paid or adequate liability reserves shall have been provided for the payment of such taxes.

(d) At the Closing, the Trust shall provide the statement of assets and liabilities described in Section 5(c) of this Plan in conformity with the requirements described in such Section.

(e) The Trust shall have filed with the Commission a registration statement relating to the shares of beneficial interest of the Acquiring Fund issuable hereunder, and shall have used its best efforts to provide that such registration statement becomes effective as promptly as practicable. At the time such registration statement becomes effective, it (i) will comply in all material respects with the applicable provisions of the 1933 Act, the 1934 Act and the 1940 Act, and the rules and regulations promulgated thereunder; and (ii) will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At the time the registration statement becomes effective, and at the Closing, the prospectus and statement of additional information included in the registration statement did not and will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

(f) The Acquiring Fund shall not take any action or cause any action to be taken (including, without limitation the filing of any tax return) that results in the failure of the Reorganization to qualify as a reorganization within the meaning of Section 368(a)(1) of the Code.

Conditions Precedent to be Fulfilled by the Trust on behalf of the Acquired Fund and the Acquiring Fund

The consummation of this Plan and the Reorganization hereunder shall be subject to the following respective conditions:

(a) That (1) all the necessary findings of fact contained herein shall be true and correct in all material respects as of the Closing with the same effect as though made as of and at such date; (2) the performance of all obligations required by this Plan to be performed by the Trust shall have been performed at or prior to the Closing; and (3) the Trust shall have executed a certificate signed by the President or Vice-President and by the Secretary or equivalent officer to the foregoing effect.

(b) The Trust shall provide a copy of the resolutions approving this Plan adopted by the Trust’s Board of Trustees, certified by the Secretary or equivalent officer.

(c) That the Commission shall not have issued an unfavorable advisory report under Section 25(b) of the 1940 Act, nor instituted nor threatened to institute any proceeding seeking to enjoin the consummation of the Reorganization contemplated hereby under Section 25(c) of the 1940 Act, and no other legal, administrative or other proceeding shall be instituted or threatened that would materially and adversely affect the financial condition of the Trust, the Acquired Fund or the Acquiring Fund or would prohibit the transactions contemplated hereby.

(d) That the Acquired Fund shall have declared prior to the Valuation Date and paid before the date of the Closing, a dividend or dividends with a record and ex-dividend date on or prior to such Valuation Date that, together with all previous dividends, shall have the effect of distributing to its shareholders (A) all of Acquired Fund’s investment company taxable income for the taxable year ended prior to the date of the Closing and substantially all of such investment company taxable income for the final taxable year ending with its complete liquidation (in each case determined without regard to any deductions for dividends paid), and (B) all of Acquired Fund’s net capital gain recognized in its taxable year ended prior to the date of the Closing and substantially all of any such net capital gain recognized in such final taxable year (in each case after reduction for any capital loss carryover).

(e) That all required consents of other parties and all other consents, orders and permits of federal, state and local authorities (including those of the Commission and of state Blue Sky securities authorities, including any necessary “no-action” positions or exemptive orders from such federal and state authorities) to permit consummation of the transaction contemplated hereby shall have been obtained, except where failure to obtain any such consent, order or permit would not involve risk of material adverse effect on the assets and properties of the Acquired Fund or the Acquiring Fund.

(f) That prior to or at the Closing, the Trust shall receive an opinion from Stradley Ronon Stevens & Young, LLP (“SRSY”) to the effect that, provided the acquisition contemplated hereby is carried out in accordance with the applicable laws of the State of Delaware, the terms of this Plan and in accordance with customary representations provided by the Trust in certificates delivered to SRSY:

(1) The acquisition by the Acquiring Fund of substantially all of the assets of the Acquired Fund in exchange solely for the Acquiring Fund shares, followed by the distribution by the Acquired Fund to its shareholders of the Acquiring Fund shares in complete liquidation of the Acquired Fund, will qualify as a reorganization within the meaning of Section 368(a)(1) of the Code, and the Acquiring Fund and the Acquired Fund will each be a “party to the reorganization” within the meaning of Section 368(b) of the Code;

(2) No gain or loss will be recognized by the Acquired Fund upon the transfer of substantially all of its assets to the Acquiring Fund in exchange solely for the voting shares of the Acquiring Fund pursuant to Section 361(a) and Section 357(a) of the Code;

(3) No gain or loss will be recognized by the Acquiring Fund upon the receipt by it of substantially all of the assets of the Acquired Fund in exchange solely for the shares of the Acquiring Fund pursuant to Section 1032(a) of the Code;

(4) No gain or loss will be recognized by the Acquired Fund upon the distribution of the Acquiring Fund shares by the Acquired Fund to its shareholders in complete liquidation pursuant to Section 361(c)(1) of the Code;

(5) The tax basis of the assets of the Acquired Fund received by the Acquiring Fund will be the same as the tax basis of these assets in the hands of the Acquired Fund immediately prior to the exchange pursuant to Section 362(b) of the Code;

(6) The holding periods of the assets of the Acquired Fund received by the Acquiring Fund will include the periods during which such assets were held by the Acquired Fund pursuant to Section 1223(2) of the Code;

(7) No gain or loss will be recognized by the shareholders of the Acquired Fund upon the exchange of their shares in the Acquired Fund solely for the shares (including fractional shares to which they may be entitled) of the Acquiring Fund pursuant to Section 354(a) of the Code;

(8) The aggregate tax basis of the Acquiring Fund shares to be received by each Acquired Fund shareholder (including fractional shares to which they may be entitled) will be the same as the aggregate tax basis of the shares of the Acquired Fund exchanged therefor pursuant to Section 358(a)(1) of the Code;

(9) The holding period of the Acquiring Fund shares to be received by each Acquired Fund shareholders (including fractional shares to which they may be entitled) will include the holding period of the Acquired Fund shares surrendered in exchange therefor, provided that the shareholder held the Acquired Fund as a capital asset on the date of the Reorganization pursuant to Section 1223(l) of the Code; and

(10) The Acquiring Fund will succeed to and take into account as of the date of the transfer (as defined in Section 1.381(b)-1(b) of the Treasury Regulations) the items of the Acquired Fund described in Section 381(c) of the Code, subject to the conditions and limitations specified in Sections 381, 382, 383 and 384 of the Code and the Treasury Regulations thereunder.

No opinion will be expressed as to the effect of the Reorganization on: (i) the Acquired Fund or the Acquiring Fund with respect to any asset as to which any unrealized gain or loss is required to be recognized for federal income tax purposes at the end of a taxable year (or on the termination or transfer thereof) under a mark-to-market system of accounting; and (ii) any Acquired Fund shareholder that is required to recognize unrealized gains and losses for federal income tax purposes under a mark-to-market system of accounting.

Such opinion shall contain such limitations as shall be in the opinion of SRSY appropriate to render the opinions expressed therein. Notwithstanding anything herein to the contrary, neither the Acquiring Fund nor the Acquired Fund may waive the conditions set forth in this paragraph 9(f).

(g) That the Trust shall have received an opinion in form and substance reasonably satisfactory to it from SRSY, counsel to the Trust, to the effect that:

(1) The Trust was created as a statutory trust under the laws of the State of Delaware on September 1, 2004 and is validly existing and in good standing under the laws of the State of Delaware;

(2) The Trust is an open-end, investment company of the management type registered as such under the 1940 Act;

(3) The Trust is authorized to issue an unlimited number of shares of beneficial interest, without par value, of the Acquired Fund and Acquiring Fund;

(4) Assuming that the initial shares of beneficial interest of the Acquired Fund were issued in accordance with the 1940 Act, and the Agreement and Declaration of Trust and By-Laws of the Trust, and that all other such outstanding shares of the Acquired Fund were sold, issued and paid for in accordance with the terms of the Acquired Fund prospectus in effect at the time of such sales, each such outstanding share is validly issued, fully paid and non-assessable;

(5) Assuming that the initial shares of beneficial interest of the Acquiring Fund were issued in accordance with the 1940 Act and the Trust’s Agreement and Declaration of Trust and By-Laws, and that all other such outstanding shares of the Acquiring Fund were sold, issued and paid for in accordance with the terms of the Acquiring Fund’s prospectus in effect at the time of such sales, each such outstanding share is validly issued, fully paid and non-assessable;

(6) Such counsel does not know of any material suit, action, or legal or administrative proceeding pending or threatened against the Trust, the unfavorable outcome of which would materially and adversely affect the Trust, the Acquired Fund or the Acquiring Fund;

(7) The shares of beneficial interest of the Acquiring Fund to be issued pursuant to the terms of Section 1 hereof have been duly authorized and, when issued and delivered as provided in this Plan, will have been validly issued and fully paid and will be non-assessable by the Trust or the Acquiring Fund, and to such counsel’s knowledge, no shareholder has any preemptive right to subscription or purchase in respect thereof other than any rights that may be deemed to have been granted pursuant to this Plan;

(8) To such counsel’s knowledge, no consent, approval, authorization or order of any court, governmental authority or agency is required for the consummation by the Trust of the transactions contemplated by this Plan, except such as have been obtained under the 1933 Act, the 1934 Act, the 1940 Act, and Delaware laws (including, in the case of each of the foregoing, the rules and regulations thereunder and such as may be required under state securities laws); and

(9) Neither the execution nor performance of this Plan by the Trust violates any provision of its Agreement and Declaration of Trust, its By-Laws, or the provisions of any agreement or other instrument, known to such counsel to which the Trust is a party or by which the Trust is otherwise bound.

In giving the opinions set forth above, SRSY may state that it is relying on certificates of the officers of the Trust with regard to matters of fact and certain certifications and written statements of governmental officials with respect to the good standing of the Trust.

(h) That the Trust’s registration statement with respect to the shares of beneficial interest of the Acquiring Fund to be delivered to the Acquired Fund’s shareholders in accordance with Section 1 hereof shall have become effective, and no stop order suspending the effectiveness of the registration statement or any amendment or supplement thereto, shall have been issued prior to the Closing or shall be in effect at the Closing, and no proceedings for the issuance of such an order shall be pending or threatened on that date.

(i) That the shares of beneficial interest of the Acquiring Fund to be delivered in accordance with Section 1 hereof shall be eligible for sale by the Trust with each state commission or agency with which such eligibility is required in order to permit the shares lawfully to be delivered to each Acquired Fund shareholder.

(j) That at the Closing, the Trust, on behalf of the Acquired Fund, transfers to the Acquiring Fund Net Assets of the Acquired Fund comprising at least 90% in fair market value of the total net assets and 70% in fair market value of the total gross assets recorded on the books of the Acquired Fund at the Close of Business on the Valuation Date.

10.

Fees and Expenses; Other Plans

The expenses of entering into and carrying out the provisions of this Plan, whether or not consummated, shall be borne by Nationwide Fund Advisors.

11.

Termination; Waiver; Order

(a) Anything contained in this Plan to the contrary notwithstanding, the Trust may terminate this Plan and the Reorganization may be abandoned at any time prior to the Closing.

(b) If the transactions contemplated by this Plan have not been consummated by December 31, 2017, this Plan shall automatically terminate on that date, unless a later date is established by the Trust.

(c) In the event of termination of this Plan pursuant to the provisions hereof, the same shall become void and have no further effect, and there shall not be any liability on the part of the Trust or its trustees, officers, agents or shareholders in respect of this Plan.

(d) At any time prior to the Closing, any of the terms or conditions of this Plan may be waived by the Trust.

(e) The respective necessary findings of fact and obligations contained in Sections 4-8 hereof shall expire with, and be terminated by, the consummation of the Plan, and neither the Trust, nor any of its officers, trustees, agents or shareholders shall have any liability with respect to such necessary findings of fact or obligations after the Closing. This provision shall not protect any officer, trustee, agent or shareholder of the Trust against any liability for which such officer, trustee, agent or shareholder would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties in the conduct of such office.

(f) If any order or orders of the Commission with respect to this Plan shall be issued prior to the Closing and shall impose any terms or conditions that are determined by action of the Board of Trustees of the Trust to be acceptable, such terms and conditions shall be binding as if a part of this Plan without further vote or approval of the shareholders of the Acquired Fund, unless such further vote is required by applicable law.

12.

Liability of the Trust

The Trust acknowledges that: (i) all obligations of the Trust under this Plan are binding only with respect to the Trust, the Acquired Fund and the Acquiring Fund; (ii) any liability of the Trust under this Plan with respect to the Acquiring Fund, or in connection with the transactions contemplated herein with respect to the Acquiring Fund, shall be discharged only out of the assets of the Acquiring Fund; (iii) any liability of the Trust under this Plan with respect to the Acquired Fund, or in connection with the transactions contemplated herein with respect to the Acquired Fund, shall be discharged only out of the assets of the Acquired Fund; and (iv) no other series of the Trust shall be liable with respect to this Plan or in connection with the transactions contemplated herein, and that neither the Trust, the Acquired Fund nor the Acquiring Fund shall seek satisfaction of any such obligation or liability from the shareholders of any other series of the Trust.

13.

Final Tax Returns and Forms 1099 of the Acquired Fund

(a) After the Closing, the Trust shall or shall cause its agents to prepare any federal, state or local Tax returns, including any Forms 1099, required to be filed by the Trust with respect to the Acquired Fund’s final taxable year ending with its complete liquidation and for any prior periods or taxable years and shall further cause such Tax returns and Forms 1099 to be duly filed with the appropriate taxing authorities.

(b) Any expenses incurred by the Trust or the Acquired Fund (other than for payment of Taxes) in connection with the preparation and filing of said Tax returns and Forms 1099 after the Closing, shall be borne by the Acquired Fund to the extent such expenses have been or should have been accrued by the Acquired Fund in the ordinary course without regard to the Reorganization contemplated by this Plan; any excess expenses shall be borne by Nationwide Fund Advisors at the time such Tax returns and Forms 1099 are prepared.

14.

Amendments

This Plan may only be amended in writing at the direction of the Board of Trustees of the Trust.

15.

Governing Law

This Plan shall be governed by and carried out in accordance with the laws of the State of Delaware.

The Trust has adopted this Plan of Reorganization and it shall be deemed effective, all as of the day and year first-above written.

Nationwide Mutual Funds, on behalf of Nationwide Government Bond Fund and Nationwide Inflation-Protected Securities Fund



By:		/s/ Michael S. Spangler
		Michael S. Spangler, President and Chief Executive Officer


Acknowledged by Nationwide Fund Advisors

By:		/s/ Michael S. Spangler
		Michael S. Spangler, President

EX-16.6.a.i

EXHIBIT A

INVESTMENT ADVISORY AGREEMENT

BETWEEN

NATIONWIDE FUND ADVISORS AND NATIONWIDE MUTUAL FUNDS

Effective May 1, 2007

Amended December 14, 2017*


Funds of the Trust		Advisory Fees
Nationwide Fund		0.54% on assets up to $250 million; 0.53% on assets of $250 million and more but less than $1 billion; 0.52% on assets of $1 billion and more but less than $2 billion; 0.495% on assets of $2 billion and more but less than $5 billion; and 0.47% on assets of $5 billion and more

Nationwide Growth Fund		0.60% on assets up to $250 million; 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; and 0.50% on assets of $5 billion and more

Nationwide Bond Fund		0.41% on assets up to $250 million; 0.385% on assets of $250 million and more but less than $1 billion; 0.36% on assets of $1 billion and more but less than $2 billion; 0.335% on assets of $2 billion and more but less than $5 billion; and 0.31% on assets of $5 billion and more

Nationwide Government Money Market Fund		0.30% on assets up to $1 billion; 0.28% on assets of $1 billion and more but less than $2 billion; 0.26% on assets of $2 billion and more but less than $5 billion; and 0.24% on assets of $5 billion and more


Funds of the Trust		Advisory Fees
Nationwide S&P 500 Index Fund		0.125% on assets up to $1.5 billion; 0.105% on assets of $1.5 billion and more but less than $3 billion; and 0.095% on assets of $3 billion and more

Nationwide Small Cap Index Fund		0.19% on assets up to $1.5 billion; 0.17% on assets of $1.5 billion and more but less than $3 billion; and 0.16% on assets of $3 billion and more

Nationwide Mid Cap Market Index Fund		0.205% on assets up to $1.5 billion; 0.185% on assets of $1.5 billion and more but less than $3 billion; and 0.175% on assets of $3 billion and more

Nationwide International Index Fund		0.245% on assets up to $1.5 billion; 0.205% on assets of $1.5 billion and more but less than $3 billion; and 0.195% on assets of $3 billion and more

Nationwide Bond Index Fund		0.195% on assets up to $1.5 billion; 0.155% on assets of $1.5 billion and more but less than $3 billion; and 0.145% on assets of $3 billion and more

Nationwide Investor Destinations Aggressive Fund		0.13% of average daily net assets

Nationwide Investor Destinations Moderately Aggressive Fund		0.13% of average daily net assets

Nationwide Investor Destinations Moderate Fund		0.13% of average daily net assets

Nationwide Investor Destinations Moderately Conservative Fund		0.13% of average daily net assets

Nationwide Investor Destinations Conservative Fund		0.13% of average daily net assets

Nationwide U.S. Small Cap Value Fund		0.84% on assets up to $500 million; and 0.79% on assets of $500 million and more

Nationwide Small Company Growth Fund		0.84% on assets up to $500 million; and 0.79% on assets of $500 million and more

Nationwide Global Sustainable Equity Fund		0.75% on assets up to $250 million; 0.70% on assets of $250 million and more but less than $500 million; 0.68% on assets of $500 million and more but less than $1 billion; and 0.65% on assets of $1 billion and more


Funds of the Trust		Advisory Fees
Nationwide Inflation-Protected Securities Fund		0.25% on assets up to $1 billion; and 0.23% on assets of $1 billion and more

Nationwide Core Plus Bond Fund		0.45% on assets up to $500 million; 0.425% on assets of $500 million and more but less than $1 billion; and 0.40% on assets of $1 billion and more

Nationwide Bailard Cognitive Value Fund		0.75% on assets up to $500 million; and 0.70% on assets of $500 million and more

Nationwide Bailard International Equities Fund		0.75% on assets up to $1 billion; and 0.70% on assets of $1 billion and more

Nationwide Bailard Technology & Science Fund		0.75% on assets up to $500 million; 0.70% on assets of $500 million and more but less than $1 billion; and 0.65% on assets of $1 billion and more

Nationwide Geneva Mid Cap Growth Fund		0.75% on assets up to $250 million; 0.70% on assets of $250 million and more but less than $500 million; and 0.65% on assets of $500 million and more

Nationwide Geneva Small Cap Growth Fund		0.84% on assets up to $250 million; 0.79% on assets of $250 million and more but less than $500 million; and 0.74% on assets of $500 million and more

Nationwide Loomis Core Bond Fund		0.41% on assets up to $250 million; 0.385% on assets of $250 million and more but less than $1 billion; 0.36% on assets of $1 billion and more but less than $2 billion; 0.335% on assets of $2 billion and more but less than $5 billion; and 0.31% on assets of $5 billion and more

Nationwide California Intermediate Tax Free Bond Fund		0.45% on assets up to $250 million; and 0.40% on assets of $250 million and more


Funds of the Trust		Advisory Fees
Nationwide Large Cap Equity Fund		0.60% on assets up to $250 million; 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; and 0.50% on assets of $5 billion and more

Nationwide National Intermediate Tax Free Bond Fund		0.45% on assets up to $250 million; and 0.40% on assets of $250 million and more

Nationwide Loomis Short Term 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; and 0.275% on assets of $10 billion and more.

Nationwide WCM Focused Small Cap Fund		0.84% on assets up to $500 million; and 0.79% on assets of $500 million and more

Nationwide Ziegler Equity Income Fund		0.55% on assets up to $100 million; 0.50% on assets of $100 million and more but less than $500 million; and 0.45% on assets of $500 million and more

Nationwide Ziegler NYSE Arca Tech 100 Index Fund		0.50% on assets up to $50 million; 0.30% on assets of $50 million and more but less than $250 million; 0.25% on assets of $250 million and more but less than $500 million; and 0.20% on assets of $500 million and more

Nationwide Ziegler Wisconsin Tax Exempt Fund		0.50% on assets up to $250 million; and 0.40% on assets of $250 million and more

Nationwide Bailard Emerging Markets Equity Fund		1.00% on assets up to $200 million; and 0.97% on assets of $200 million and more

*	As approved by the Board of Trustees at its meeting held on November 8, 2017.

IN WITNESS WHEREOF, the parties have executed this Amended Exhibit A on the day and year first written above.


NATIONWIDE FUND ADVISORS

By:		/s/ Michael S. Spangler
Name:		Michael S. Spangler
Title:		President

NATIONWIDE MUTUAL FUNDS

By:		/s/ Michael S. Spangler
Name:		Michael S. Spangler
Title:		President

EX-16.6.c.i

EXHIBIT A

INVESTMENT ADVISORY AGREEMENT

BETWEEN

NATIONWIDE FUND ADVISORS AND NATIONWIDE MUTUAL FUNDS

Effective September 18, 2015

As amended December 14, 2017*


Funds of the Trust		Advisory Fees
Nationwide Emerging Markets Debt Fund		0.70% of average daily net assets
Nationwide Amundi Global High Yield Fund		0.64% of average daily net assets
Nationwide Amundi Strategic Income Fund		0.56% of average daily net assets
Nationwide International Small Cap Fund		0.95% on assets up to $500 million; 0.925% on assets of $500 million and more but less than $1 billion; and 0.90% on assets of $1 billion and more
Nationwide Loomis All Cap Growth Fund		0.80% on assets up to $1 billion; and 0.775% on assets of $1 billion and more
Nationwide Long/Short Equity Fund		1.35% of average daily net assets

*	As approved at the Board of Trustees Meeting held on June 13-14, 2017.

IN WITNESS WHEREOF, the parties have executed this Amended Exhibit A on the day and year first written above.


NATIONWIDE FUND ADVISORS

By:		/s/ Michael S. Spangler
Name:		Michael S. Spangler
Title:		President

NATIONWIDE MUTUAL FUNDS

By:		/s/ Michael S. Spangler
Name:		Michael S. Spangler
Title:		President

EX-16.6.d.xviii

SUBADVISORY AGREEMENT

THIS AGREEMENT is made and entered into effective the 8 ^th day of December, 2017, by and among NATIONWIDE MUTUAL FUNDS (the “Trust”), a Delaware statutory trust, NATIONWIDE FUND ADVISORS (the “Adviser”) a Delaware business trust registered under the Investment Advisers Act of 1940, as amended (the “Advisers Act”), and Logan Capital Management, Inc., a corporation under the laws of the Commonwealth of Pennsylvania (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 18 ^th day of September, 2015 (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 each 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. The Subadviser hereby accepts such appointment and, in such capacity, agrees to 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 any 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, if applicable, 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, if applicable, 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 the 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. The Subadviser, including without limitation its designee (for which the Subadviser shall remain liable), 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 the 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 each 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 the Fund the most favorable price and execution available, the Subadviser, bearing in mind the best interests of the 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 material 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 in person on a less frequent basis as agreed upon by the parties.

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 and regulations, including without limitation, requirements of or pertaining to 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.

(j) Valuation Assistance . The Subadviser shall not be responsible for the provision of administrative, bookkeeping or accounting services to the Trust. The Adviser hereby acknowledges that the Subadviser is not responsible for pricing portfolio securities. Notwithstanding the foregoing, the Subadviser agrees that, upon request of the Adviser, it shall reasonably assist the Adviser in obtaining prices for portfolio securities and, to the extent it may lawfully do so, provide the Adviser with reasonable information, data or analyses in its possession. The Adviser and the Trust acknowledge that any such information, data or analyses may be proprietary to the Subadviser or otherwise consist of nonpublic information, agree that nothing in this Agreement shall require Subadviser to provide any information, data or analysis in contravention of applicable legal or contractual requirements, and agree to use any such information only for the purpose of pricing portfolio securities and to maintain their confidentiality.

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 the 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 Fund 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 (7 ^th ) 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 Commonwealth of Pennsylvania 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 the Fund, the Trust or the Fund or any of the 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 the Fund with respect to the portion of the assets of the 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 the 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 go into effect as to any Fund covered by this Agreement initially or at such later time as such Fund commences operations pursuant to an effective amendment to the Trust’s Registration Statement and shall remain in effect for an initial period of no more than two years that terminates on the second May 1st that occurs following the date thereof, and, for any Fund subsequently added to this Agreement, an initial period of no more than two years that terminates on the second May 1 ^st 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 less than 120 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 the 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 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 the 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 Fund (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:

Logan Capital Management, Inc.

Six Coulter Avenue, Suite 2000

Ardmore, PA 19003

Attention: Al Besse, Principal

(b) If to the Adviser:

Nationwide Fund Advisors

One Nationwide Plaza

Mail Code 5-02-210

Columbus, OH 43215

Attention: Legal Department

Nationwide Mutual Funds

One Nationwide Plaza

Mail Code 5-02-210

Columbus, OH 43215

Attention: Legal Department

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. Each of the parties hereto irrevocably and unconditionally confirms and agrees that it is and shall continue to be (i) subject to the jurisdiction of the state courts of the State of Delaware, and (ii) subject to service of process in the State of Delaware. Unless the parties consent in writing to the selection of an alternative forum, the exclusive jurisdiction for any actions, suits or proceedings arising out of or relating to this Agreement or the transactions contemplated by this Agreement shall be the state and federal courts located in the State of Delaware (the “Delaware Courts”). Each party hereto hereby irrevocably and unconditionally (a) agrees not to commence any litigation relating thereto except in the Delaware Courts and (b) waives any objection to the laying of venue of any such litigation in the Delaware Courts and agrees not to plead or claim in any Delaware Court, by way of motion, as a defense, counterclaim or otherwise, that (i) such litigation brought therein has been brought in any inconvenient forum, (ii) it is not personally subject to the jurisdiction of the above-named courts for any reason other than the failure to lawfully serve process, or (iii) this Agreement, or the subject matter hereof, may not be enforced in or by such courts.

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 Agreement and Declaration of Trust made and dated as of October 28, 2004, as has been or may be amended and/or restated from time to time, and to which reference is hereby made.

24. No Third Party Beneficiaries . This Agreement is for the exclusive benefit and convenience of the Trust, the Adviser and the Subadviser and there are no third-party beneficiaries of this Agreement. Nothing contained herein shall be construed as granting, vesting, creating or conferring any direct, indirect, or derivative right of action, or any other right or benefit, upon past, present or future shareholders of any Fund or upon any other third party.

25. Multi-Manager Funds . In connection with securities transactions for the 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 section) 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.

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


TRUST NATIONWIDE MUTUAL FUNDS

By:		/s/ Michael S. Spangler
Name:		Michael S. Spangler
Title:		President


ADVISER NATIONWIDE FUND ADVISORS

By:		/s/ Michael S. Spangler
Name:		Michael S. Spangler
Title:		President


SUBADVISER LOGAN CAPITAL MANAGEMENT, INC.

By:		/s/ Al Besse
Name:		Al Besse
Title:		Principal

EXHIBIT A

SUBADVISORY AGREEMENT

AMONG

NATIONWIDE MUTUAL FUNDS,

NATIONWIDE FUND ADVISORS

AND LOGAN CAPITAL MANAGEMENT, INC.

Effective December 8, 2017*


Funds of the Trust		Subadvisory Fees
Nationwide Long/Short Equity Fund		0.675% on all Subadviser Assets

*	As approved at the Board of Trustees Meeting held on June 13-14, 2017.

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

IN WITNESS WHEREOF, the parties hereto have executed this Exhibit A on the effective date set forth above.


TRUST NATIONWIDE MUTUAL FUNDS

By:		/s/ Michael S. Spangler
Name:		Michael S. Spangler
Title:		President


ADVISER NATIONWIDE FUND ADVISORS

By:		/s/ Michael S. Spangler
Name:		Michael S. Spangler
Title:		President


SUBADVISER LOGAN CAPITAL MANAGEMENT, INC.

By:		/s/ Al Besse
Name:		Al Besse
Title:		Principal

EX-16.7.a.i

Schedule A

Underwriting Agreement

between Nationwide Mutual Funds and

Nationwide Fund Distributors LLC

Effective May 1, 2007

Amended December 14, 2017*

Name of Fund

Nationwide Fund

Nationwide Growth Fund

Nationwide Bond Fund

Nationwide Government Money Market 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

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 Destination 2055 Fund

Nationwide Destination 2060 Fund

Nationwide U.S. Small Cap Value Fund

Nationwide Small Company Growth Fund

Nationwide Global Sustainable Equity Fund

Nationwide Inflation-Protected Securities Fund

Nationwide Core Plus Bond Fund

Nationwide Bailard Cognitive Value Fund

Nationwide Bailard International Equities Fund

Nationwide Bailard Technology & Science Fund

Nationwide Geneva Mid Cap Growth Fund

Nationwide Geneva Small Cap Growth Fund

Nationwide California Intermediate Tax Free Bond Fund

Nationwide Loomis Core Bond Fund

Nationwide Large Cap Equity Fund

Nationwide National Intermediate Tax Free Bond Fund

Nationwide Loomis Short Term Bond Fund

Nationwide WCM Focused Small Cap Fund

Nationwide Ziegler Equity Income Fund

Nationwide Ziegler NYSE Arca Tech 100 Index Fund

Nationwide Ziegler Wisconsin Tax Exempt Fund

Nationwide Bailard Emerging Markets Equity Fund

Nationwide Emerging Markets Debt Fund

Nationwide Amundi Global High Yield Fund

Nationwide Amundi Strategic Income Fund

Nationwide International Small Cap Fund

Nationwide Loomis All Cap Growth Fund

Nationwide Long/Short Equity Fund

*	As approved by the Board of Trustees at its meeting held on June 13-14, 2017.

EX-16.9.a.ix

AMENDMENT TO GLOBAL CUSTODY AGREEMENT

This Amendment (“Amendment”), dated and effective as of November 9, 2017, to the Global Custody Agreement, dated April 4, 2003 as amended (the “Agreement”), between JPMorgan Chase Bank, National Association (the “Bank”) and Nationwide Mutual Funds (“Customer”), successor in interest to Gartmore Mutual Funds, on behalf of each series set forth on the Fund List (each a “Fund”) attached hereto, is made by and between the Bank and Customer, on behalf of each Fund.

W I T N E S S E T H :

WHEREAS Bank and Customer entered into the Agreement pursuant to which the Bank provides custody and related services to each Fund as more fully described therein; and

WHEREAS, in accordance with the Agreement, Bank and Customer, on behalf of each Fund, now wish to amend the Agreement as set forth below.

NOW, THEREFORE, in consideration of the mutual agreements herein contained, the parties hereby agree as follows:

1.	Definitions . Terms defined in the Agreement shall, save to the extent that the context otherwise requires, bear the same respective meanings in this Amendment.

2.	Amendments . The Agreement shall be amended as follows:

The Agreement is amended to incorporate the Fund List, which is attached to this Amendment and any reference to the Fund List shall mean the Fund List as attached to this Amendment, as it may be amended, restated, supplemented or otherwise modified from time to time in accordance with the Agreement.

Save as varied by this Amendment, the Agreement is confirmed and shall remain in full force and effect.

3.	Representations . Each party represents to the other party that all representations contained in the Agreement are true and accurate as of the date of this Amendment, and that such representations are deemed to be given or repeated by each party, as the case may be, on the date of this Amendment.

Entire Agreement . This Amendment and the Agreement and any documents referred to in each of them, constitutes the whole agreement between the parties relating to their subject matter and supersedes and extinguishes any other drafts, agreements, undertakings, representations, warranties and arrangements of any nature, whether in writing or oral, relating to such subject matter. If any of the provisions of this Amendment are inconsistent with or in conflict with any of the provisions of the Agreement, then, to the extent of any such inconsistency or conflict, the provisions of this Amendment shall prevail.

5.	Counterparts . This Amendment may be executed in several counterparts each of which will be deemed to be an original and together will constitute one and the same agreement.

Law and Jurisdiction . This Amendment will be construed, regulated, and administered under the laws of the United States or State of New York, as applicable, without regard to New York’s principles regarding conflict of laws, except that the foregoing shall not reduce any statutory right to choose New York law or forum.

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


JPMORGAN CHASE BANK, NATIONAL ASSOCIATION

By:		/s/ Alan Liang
Name:		Alan Liang
Title:		Vice President

NATIONWIDE MUTUAL FUNDS on behalf of each Fund on Fund List

By:		/s/ Lee Cummings
Name:		Lee Cummings
Title:		Senior Vice President

EX-16.9.a.ix

FUND LIST

GLOBAL CUSTODY AGREEMENT

DATED APRIL 4, 2003

BETWEEN

JPMORGAN CHASE BANK, NATIONAL ASSOCIATION

AND NATIONWIDE MUTUAL FUNDS

Effective November 9, 2017

Fund Name

Nationwide Amundi Global High Yield Fund

Nationwide Amundi Strategic Income Fund

Nationwide Amundi World Bond Fund

Nationwide Bailard Cognitive Value Fund

Nationwide Bailard Emerging Markets Equity Fund

Nationwide Bailard International Equities Fund

Nationwide Bailard Technology & Science Fund

Nationwide Bond Fund

Nationwide Bond Index Fund

Nationwide California Intermediate Tax Free Bond Fund (f/k/a Nationwide HighMark California Intermediate Tax Free Bond Fund)

Nationwide Core Plus Bond 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 Destination 2055 Fund

Nationwide Destination 2060 Fund

Nationwide Emerging Markets Debt Fund

Nationwide Fund

Nationwide Geneva Mid Cap Growth Fund

Nationwide Geneva Small Cap Growth Fund

Nationwide Global Sustainable Equity Fund

Nationwide Government Bond Fund

Nationwide Government Money Market Fund

Nationwide Growth Fund

Nationwide High Yield Bond Fund

Nationwide Inflation-Protected Securities Fund

Nationwide International Index Fund

Nationwide International Small Cap Fund

Nationwide Investor Destinations Aggressive Fund

Nationwide Investor Destinations Conservative Fund

Nationwide Investor Destinations Moderate Fund

Nationwide Investor Destinations Moderately Aggressive Fund

Nationwide Investor Destinations Moderately Conservative Fund

Nationwide Large Cap Equity Fund (f/k/a Nationwide HighMark Large Cap Core Equity Fund)

Nationwide Long/Short Equity Fund

Nationwide Loomis All Cap Growth Fund

Nationwide Loomis Bond Fund (f/k/a Nationwide HighMark Bond Fund)

Nationwide Loomis Short Term Bond Fund (f/k/a Nationwide HighMark Short Term Bond Fund)

Nationwide Mid Cap Market Index Fund

Nationwide National Intermediate Tax Free Bond Fund (f/k/a Nationwide HighMark National Intermediate Tax Free Fund)

Nationwide Portfolio Completion Fund

Nationwide S&P 500 Index Fund

Nationwide Small Cap Index Fund

Nationwide Small Company Growth Fund

Nationwide U.S. Small Cap Value Fund

Nationwide WCM Focused Small Cap Fund (f/k/a Nationwide HighMark Small Cap Core Fund)

Nationwide Ziegler Equity Income Fund

Nationwide Ziegler NYSE Arca Tech 100 Income Fund

Nationwide Ziegler Wisconsin Tax Exempt Fund

EX-16.10.a

DISTRIBUTION PLAN OF

NATIONWIDE MUTUAL FUNDS

Effective May 1, 2007

Amended December 14, 2017*

Section 1. This Distribution Plan (the “Plan”) constitutes the distribution plan for the following classes of the series (each, a “Fund”) of Nationwide Mutual Funds (formerly, Gartmore Mutual Funds) (the “Trust”):


Fund		Classes
Nationwide Growth Fund		A, C, R, T
Nationwide Fund		A, C, R, T
Nationwide Bond Fund		A, C, R, T
Nationwide Government Money Market Fund		Service
Nationwide S&P 500 Index Fund		A, C, R, Service, T
Nationwide Small Cap Index Fund		A, C, R, T
Nationwide Mid Cap Market Index Fund		A, C, R, T
Nationwide International Index Fund		A, C, R, T
Nationwide Bond Index Fund		A, C, R, T
Nationwide Investor Destinations Aggressive Fund		A, C, R, Service, T
Nationwide Investor Destinations Moderately Aggressive Fund		A, C, R, Service, T
Nationwide Investor Destinations Moderate Fund		A, C, R, Service, T
Nationwide Investor Destinations Moderately Conservative Fund		A, C, R, Service, T
Nationwide Investor Destinations Conservative Fund		A, C, R, Service, T
Nationwide Target 2010 Fund		A, C, R
Nationwide Target 2015 Fund		A, C, R
Nationwide Target 2020 Fund		A, C, R
Nationwide Target 2025 Fund		A, C, R
Nationwide Target 2030 Fund		A, C, R
Nationwide Target 2035 Fund		A, C, R
Nationwide Target 2040 Fund		A, C, R
Nationwide Target 2045 Fund		A, C, R
Nationwide Target 2050 Fund		A, C, R
Nationwide Target 2055 Fund		A, C, R
Nationwide Target 2060 Fund		A, C, R
Nationwide U.S. Small Cap Value Fund		A, C, T
Nationwide Small Company Growth Fund		A
Nationwide Global Sustainable Equity Fund		A, C, T
Nationwide Inflation-Protected Securities Fund		A, T
Nationwide Core Plus Bond Fund		A, T
Nationwide Bailard Cognitive Value Fund		A, C, T
Nationwide Bailard International Equities Fund		A, C, T
Nationwide Bailard Technology & Science Fund		A, C, T
Nationwide Geneva Mid Cap Growth Fund		A, C, T
Nationwide Geneva Small Cap Growth Fund		A, C, T
Nationwide Loomis Core Bond Fund		A, C, T
Nationwide California Intermediate Tax Free Bond Fund		A, C, T
Nationwide Large Cap Equity Fund		A, C, T

DISTRIBUTION PLAN OF

NATIONWIDE MUTUAL FUNDS

Effective May 1, 2007

Amended December 14, 2017*


Fund	Classes
Nationwide National Intermediate Tax Free Bond Fund		A, C, T
Nationwide Loomis Short Term Bond Fund		A, C, T
Nationwide WCM Focused Small Cap Fund		A, C, T
Nationwide Ziegler Equity Income Fund		A, C, T
Nationwide Ziegler NYSE Arca Tech 100 Index Fund		A, C, T
Nationwide Ziegler Wisconsin Tax Exempt Fund		A, C, T
Nationwide Bailard Emerging Markets Equity Fund		A, C, T
Nationwide Emerging Markets Debt Fund		A, C, T
Nationwide Amundi Global High Yield Fund		A, C, T
Nationwide Amundi Strategic Income Fund		A, C, T
Nationwide International Small Cap Fund		A, T
Nationwide Loomis All Cap Growth Fund		A, T
Nationwide Long/Short Equity Fund		A, T

*	As approved by the Board of Trustees at its meeting held on June 13-14, 2017.

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 2341 of the Rules of the Financial Industry Regulatory Authority, Inc. (“FINRA”), 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

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 Loomis Core Bond Fund, Nationwide California Intermediate Tax Free Bond Fund, Nationwide National Intermediate Tax Free Bond Fund, Nationwide Loomis Short Term Bond Fund and Nationwide Ziegler Wisconsin Tax Exempt 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

75 basis points (0.75%) of the average daily net assets of the Class C Shares of the Nationwide Loomis Core Bond Fund, Nationwide California Intermediate Tax Free Bond Fund, Nationwide National Intermediate Tax Free Bond Fund, Nationwide Loomis Short Term Bond Fund and Nationwide Ziegler Wisconsin Tax Exempt Fund, 25 basis points (0.25%) of which will be considered a service fee; and

d.	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 Government Money Market Fund; and

DISTRIBUTION PLAN OF

NATIONWIDE MUTUAL FUNDS

Effective May 1, 2007

Amended December 14, 2017*

25 basis points (0.25%) of the average daily net assets of the Service Class Shares of the 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

f.	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; and

g.	25 basis points (0.25%) of the average daily net assets of the Class T Shares of the Funds.

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 distribution fee for: (i) (a) efforts of an Underwriter expended in respect of or in furtherance of sales of shares included in this Plan, 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 shares included in this Plan, 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

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 2341(b)(9) of the FINRA Rules.

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.

DISTRIBUTION PLAN OF

NATIONWIDE MUTUAL FUNDS

Effective May 1, 2007

Amended December 14, 2017*

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:

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.

EX-16.10.b

NATIONWIDE MUTUAL FUNDS

RULE 18f-3 PLAN

Effective March 2, 2009

Amended December 14, 2017*

WHEREAS, Nationwide Mutual Funds, a Delaware statutory trust (the “Trust”), is an open-end management investment company registered under the Investment Company Act of 1940, as amended (the “1940 Act”);

WHEREAS, the following have been designated as the series and classes of the Trust:


Series		Classes
Nationwide Growth Fund		A, C, R, R6, T, Institutional Service
Nationwide Fund		A, C, R, T, Institutional Service
Nationwide Bond Fund		A, C, R, R6, T, Institutional Service
Nationwide Government Money Market Fund		Investor, Service, R6
Nationwide S&P 500 Index Fund		A, C, R, Service, R6, T, Institutional Service
Nationwide Small Cap Index Fund		A, C, R, R6, T, Institutional Service
Nationwide Mid Cap Market Index Fund		A, C, R, R6, T, Institutional Service
Nationwide International Index Fund		A, C, R, R6, T, Institutional Service
Nationwide Bond Index Fund		A, C, R, R6, T, Institutional Service
Nationwide Investor Destinations Aggressive Fund		A, C, R, R6, T, Service, Institutional Service
Nationwide Investor Destinations Moderately Aggressive Fund		A, C, R, R6, T, Service, Institutional Service
Nationwide Investor Destinations Moderate Fund		A, C, R, R6, T, Service, Institutional Service
Nationwide Investor Destinations Moderately Conservative Fund		A, C, R, R6, T, Service, Institutional Service
Nationwide Investor Destinations Conservative Fund		A, C, R, R6, T, Service, Institutional Service
Nationwide Destination 2010 Fund		A, C, R, R6, Institutional Service
Nationwide Destination 2015 Fund		A, C, R, R6, Institutional Service
Nationwide Destination 2020 Fund		A, C, R, R6, Institutional Service
Nationwide Destination 2025 Fund		A, C, R, R6, Institutional Service
Nationwide Destination 2030 Fund		A, C, R, R6, Institutional Service
Nationwide Destination 2035 Fund		A, C, R, R6, Institutional Service
Nationwide Destination 2040 Fund		A, C, R, R6, Institutional Service
Nationwide Destination 2045 Fund		A, C, R, R6, Institutional Service
Nationwide Destination 2050 Fund		A, C, R, R6, Institutional Service
Nationwide Destination 2055 Fund		A, C, R, R6, Institutional Service
Nationwide Destination 2060 Fund		A, C, R, R6, Institutional Service
Nationwide U.S. Small Cap Value Fund		A, C, R6, T, Institutional Service
Nationwide Small Company Growth Fund		A, Institutional Service

NATIONWIDE MUTUAL FUNDS

RULE 18f-3 PLAN

Effective March 2, 2009

Amended December 14, 2017*


Nationwide Global Sustainable Equity Fund		A, C, R6, T, Institutional Service
Nationwide Inflation-Protected Securities Fund		A, R6, T, Institutional Service
Nationwide Core Plus Bond Fund		A, R6, T, Institutional Service
Nationwide Bailard Cognitive Value Fund		A, C, R6, T, Institutional Service, M
Nationwide Bailard International Equities Fund		A, C, R6, T, Institutional Service, M
Nationwide Bailard Technology & Science Fund		A, C, R6, T, Institutional Service, M
Nationwide Geneva Mid Cap Growth Fund		A, C, R6, T, Institutional Service
Nationwide Geneva Small Cap Growth Fund		A, C, R6, T, Institutional Service
Nationwide Loomis Core Bond Fund		A, C, R6, T, Institutional Service
Nationwide California Intermediate Tax Free Bond Fund		A, C, R6, T, Institutional Service
Nationwide Large Cap Equity Fund		A, C, R6, T, Institutional Service
Nationwide National Intermediate Tax Free Bond Fund		A, C, R6, T, Institutional Service
Nationwide Loomis Short Term Bond Fund		A, C, R6, T, Institutional Service
Nationwide WCM Focused Small Cap Fund		A, C, R6, T, Institutional Service
Nationwide Ziegler Equity Income Fund		A, C, R6, T, Institutional Service
Nationwide Ziegler NYSE Arca Tech 100 Index Fund		A, C, R6, T, Institutional Service
Nationwide Ziegler Wisconsin Tax Exempt Fund		A, C, R6, T, Institutional Service
Nationwide Bailard Emerging Markets Equity Fund		A, C, R6, T, Institutional Service, M
Nationwide Emerging Markets Debt Fund		A, C, R6, T, Institutional Service
Nationwide Amundi Global High Yield Fund		A, C, R6, T, Institutional Service
Nationwide Amundi Strategic Income Fund		A, C, R6, T, Institutional Service
Nationwide International Small Cap Fund		A, R6, T, Institutional Service
Nationwide Loomis All Cap Growth Fund		A, R6, T, Institutional Service
Nationwide Long/Short Equity Fund		A, R6, Institutional Service

*	As most recently approved at the Board Meeting held on June 13-14, 2017.

NATIONWIDE MUTUAL FUNDS

RULE 18f-3 PLAN

Effective March 2, 2009

Amended December 14, 2017*

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 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;

(3)

in the case of the Service Class shares of the 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;

(4)	in the case of the Service Class shares of the Nationwide S&P 500 Index Fund and the Nationwide Government Money Market Fund, fees of not more than 0.15% per annum of average net assets;

(5)	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; and

(6)	in the case of Class T shares of the Funds, fees of not more than 0.25% per annum of average net assets.

WHEREAS, the Trust has adopted an Administrative Services Plan providing for:

(1)	in the case of Class A, Class C, Class R, Class T, Institutional Service Class and Service Class shares of the Funds, 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):

NATIONWIDE MUTUAL FUNDS

RULE 18f-3 PLAN

Effective March 2, 2009

Amended December 14, 2017*

(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 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 and an administrative services fee (the “Class C shares of the Funds”);

(3)	without a front-end load or CDSC, but providing for an administrative services fee (the “Institutional Service Class shares of the Funds”);

(4)	without a front-end load or CDSC, but providing for a 12b-1 fee and an administrative services fee (the “Service Class shares of the Funds);

(5)	without a front-end load or CDSC, 12b-1 fee, or administrative service fee (the “Class M shares of the Funds”);

(6)	without a front-end load or CDSC or 12b-1 fee, but with an administrative service fee (the “Investor Shares of the Government Money Market Fund”); and

(7)	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”);

(8)	without a front-end load or CDSC, 12b-1 fee, or administrative service fee (the “Class R6 shares of the Funds);

(9)	with a front-end sales load (which is subject to certain reductions among groups of purchasers) and providing for a 12b-1 fee and an administrative services fee, but without a CDSC (the “Class T shares of the Funds”).

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;

NATIONWIDE MUTUAL FUNDS

RULE 18f-3 PLAN

Effective March 2, 2009

Amended December 14, 2017*

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:

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 dedicated distribution channels; and (d) 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; and (viii) shareholder meeting costs that relate to a specific class; (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.

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.

NATIONWIDE MUTUAL FUNDS

RULE 18f-3 PLAN

Effective March 2, 2009

Amended December 14, 2017*

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.

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. Exchanges will comply with all applicable provisions of Rule 11a-3 under the 1940 Act.

Dividends and distributions paid by a series of the Trust as to each class of its shares, to the extent any dividends or distributions are paid, will be calculated in the same manner, at the same time, on the same day, and will be in the same amount for each such class, except that any distribution/service fees, administrative services fees, and Class Expenses allocated to a class will be borne exclusively by that class and will be taken into account in determining the amount of dividends and distributions paid with respect to that class.

5.	Any distribution arrangement of the Trust, including distribution fees and front-end and deferred sales loads, will comply with Section 2341 of the Rules of the Financial Industry Regulatory Authority, Inc.

6.	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” (as defined in the 1940 Act) of the Trust.

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.

EX-16.12.a

LOGO

Stradley Ronon Stevens & Young, LLP

2005 Market Street, Suite 2600

Philadelphia, PA 19103

Telephone 215.564.8000

Fax 215.564.8120

www.stradley.com

December 4, 2017

Board of Trustees

Nationwide Mutual Funds

One Nationwide Plaza

Columbus, OH 43215

Re:

Plan of Reorganization (“Plan”) made as of the 25th of October, 2017, by Nationwide Mutual Funds (the “Trust”), a statutory trust created under the laws of the State of Delaware, on behalf of two of its series, Nationwide Government Bond Fund (the “Acquired Fund”) and Nationwide Inflation-Protected Securities Fund (the “Acquiring Fund”)

Ladies and Gentlemen:

You have requested our opinion as to certain federal income tax consequences of the reorganization (hereinafter referred to as the “Reorganization”), which will consist of: (i) the acquisition by the Acquiring Fund of substantially all of the property, assets and goodwill of the Acquired Fund in exchange solely for shares of beneficial interest, without par value, of the corresponding class of shares of the Acquiring Fund identified on Exhibit A (“Acquiring Fund Shares”); (ii) the assumption by Acquiring Fund of all of the liabilities of the Acquired Fund; (iii) the distribution of each class of the Acquiring Fund’s shares to the shareholders of its corresponding class of shares of the Acquired Fund (“Acquired Fund Shares”), according to their respective interest, in complete liquidation of the Acquired Fund; and (iv) the liquidation and dissolution of the Acquired Fund as soon as practicable after the closing (the “Closing”), all upon and subject to the terms and conditions of the Plan. Capitalized terms not otherwise defined herein shall have the meanings assigned to them in the Plan.

In rendering our opinion, we have reviewed and relied upon: (a) a copy of the executed Plan, dated as of October 25, 2017; (b) the prospectus/information statement provided to shareholders of the Acquired Fund dated July 28, 2017; (c) certain representations concerning the Reorganization made to us by the Trust, on behalf of the Acquiring Fund and the Acquired Fund, in a letter dated as of December 4, 2017 (the “Representation Letter”); (d) all other documents, financial and other reports and corporate minutes we deemed relevant or appropriate; and (e) such statutes, regulations, rulings and decisions as we deemed material in rendering this opinion.

Board of Trustees, Nationwide Mutual Funds

December 4, 2017

Page 2

For purposes of this opinion, we have assumed that the Acquired Fund on the Closing Date of the Reorganization satisfies, and immediately following the Closing Date of the Reorganization, the Acquiring Fund will continue to satisfy, the requirements of Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”), for qualification as regulated investment companies.

Based on the foregoing, and provided the Reorganization is carried out in accordance with the applicable laws of the State of Delaware, the terms of the Plan and the statements in the Representation Letter for the Acquired Fund and the Acquiring Fund, it is our opinion that for federal income tax purposes:

1. The acquisition by the Acquiring Fund of substantially all of the assets of the Acquired Fund, as provided for in the Plan, in exchange solely for Acquiring Fund Shares, and the assumption of the liabilities of the Acquired Fund by the Acquiring Fund, followed by the distribution by the Acquired Fund to its shareholders of Acquiring Fund Shares in complete liquidation of the Acquired Fund, will qualify as a reorganization within the meaning of Section 368(a)(1) of the Code, and the Acquired Fund and the Acquiring Fund will each be a “party to the reorganization” within the meaning of Section 368(b) of the Code.

2. No gain or loss will be recognized by the Acquired Fund upon the transfer of substantially all of its assets to, and assumption of its liabilities by, the Acquiring Fund in exchange solely for Acquiring Fund Shares under Sections 361(a) and 357(a) of the Code.

3. No gain or loss will be recognized by the Acquiring Fund upon the receipt by it of substantially all of the assets and liabilities of the Acquired Fund in exchange solely for issuance of Acquiring Fund Shares under Section 1032(a) of the Code.

4. No gain or loss will be recognized by the Acquired Fund upon the distribution of Acquiring Fund Shares to its shareholders in complete liquidation of the Acquired Fund (in pursuance of the Plan) under Section 361(c)(1) of the Code.

5. The tax basis of the assets of the Acquired Fund received by the Acquiring Fund will be the same as the tax basis of such assets to the Acquired Fund immediately prior to the Reorganization under Section 362(b) of the Code.

6. The holding periods of the assets of the Acquired Fund received by the Acquiring Fund will include the periods during which such assets were held by the Acquired Fund under Section 1223(2) of the Code.

7. No gain or loss will be recognized by the shareholders of the Acquired Fund upon the exchange of their Acquired Fund Shares solely for Acquiring Fund Shares (including fractional shares to which they may be entitled) under Section 354(a) of the Code.

Board of Trustees, Nationwide Mutual Funds

December 4, 2017

Page 3

8. The aggregate tax basis of Acquiring Fund Shares received by the shareholders of the Acquired Fund (including fractional shares to which they may be entitled) will be the same as the aggregate tax basis of Acquired Fund Shares exchanged therefor under Section 358(a)(1) of the Code.

9. The holding period of Acquiring Fund Shares received by shareholders of the Acquired Fund (including fractional shares to which they may be entitled) will include the holding period of Acquired Fund Shares surrendered in exchange therefor, provided that the shareholder held Acquired Fund Shares as a capital asset, under Section 1223(1) of the Code, on the Closing Date of the Reorganization.

10. The Acquiring Fund will succeed to and take into account as of the date of the transfer (as defined in Section 1.381(b)-1(b) of the regulations issued by the United States Treasury (“Treasury Regulations”)) the items of the Acquired Fund described in Section 381(c) of the Code, subject to the conditions and limitations specified in Sections 381, 382, 383 and 384 of the Code and the Treasury Regulations thereunder.

Notwithstanding anything to the contrary herein, we express no opinion as to the effect of the Reorganization on the Acquired Fund, the Acquiring Fund or any Acquired Fund shareholder with respect to any asset (including without limitation any stock held in a passive foreign investment company as defined in section 1297(a) of the Code or any contract described in Section 1256(b) of the Code) as to which any unrealized gain or loss is required to be recognized for federal income tax purposes at the end of a taxable year (or on the termination or transfer thereof) regardless of whether such transfer would otherwise be a non-taxable transaction under the Code.

Our opinion is based upon the Code, the applicable Treasury Regulations, the present positions of the Internal Revenue Service (the “Service”) as are set forth in published revenue rulings and revenue procedures, present administrative positions of the Service, and existing judicial decisions, all of which are subject to change either prospectively or retroactively. We do not undertake to make any continuing analysis of the facts or relevant law following the date of the Reorganization.

Our opinion is conditioned upon the performance by the Trust, on behalf of the Acquiring Fund and the Acquired Fund, of the respective undertakings in the Plan and the Representation Letter. Except as expressly set forth above, we express no other opinion to any party as to the tax consequences, whether federal, state, local or foreign, with respect to (i) the Reorganization or any transaction related to or contemplated by such Reorganization (or incident thereto) or (ii) the effect, if any, of the Reorganization on any other transaction and/or the effect, if any, of any such other transaction on the Reorganization.

Board of Trustees, Nationwide Mutual Funds

December 4, 2017

Page 4

We hereby consent to the use of this opinion as an exhibit to the registration statement of the Acquiring Fund on Form N-14, and any amendments thereto, covering the registration of Acquiring Fund Shares under the Securities Act of 1933, as amended, to be issued in the Reorganization.

Very truly yours,

/s/ STRADLEY RONON STEVENS & YOUNG, LLP

EXHIBIT A


Nationwide Government Bond Fund (the “Acquired Fund”)		Nationwide Inflation-Protected Securities Fund (the “Acquiring Fund”)
Class A		Class A
Class C
Class R
Institutional Service Class		Institutional Service Class

EX-16.13.b.ii

NATIONWIDE MUTUAL FUNDS

ADMINISTRATIVE SERVICES PLAN

Effective March 10, 2015

Amended December 14, 2017*

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 (the “Trust”), and is adopted upon review and approval by the Board of Trustees (the “Board”) of the Trust.

Section 2 . The administrator of the Funds is authorized to execute and deliver, in its own name but on behalf of the Funds, written agreements (“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, at an annual rate not to exceed the rates listed on Exhibit A for each class of shares owned of record or beneficially by such Service Organization’s customers. The actual fees payable under each Service Agreement shall be based on the protocol approved by the Board as presented by the administrator. 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, 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. In addition, the administrator shall provide to the Board an annual report on all Service Agreements in effect for the Trust.

Section 4 . The Plan shall not take effect with respect to the Shares of a Fund until it has been approved 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, 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, 2018, 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.

NATIONWIDE MUTUAL FUNDS

ADMINISTRATIVE SERVICES PLAN

Effective March 10, 2015

Amended December 14, 2017*

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 March 10, 2015, as amended December 14, 2017.

Section 10 . The Trust is a statutory trust organized under the Delaware Statutory Trust Act (12 Del. C. § 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 MUTUAL FUNDS

ADMINISTRATIVE SERVICES PLAN

Effective March 10, 2015

Amended December 14, 2017*

Exhibit A


Fund		Classes
Nationwide Growth Fund		A, C, R, T, Institutional Service
Nationwide Fund		A, C, R, T, Institutional Service
Nationwide Bond Fund		A, C, R, T, Institutional Service
Nationwide Government Money Market Fund		Investor, Service
Nationwide S&P 500 Index Fund		A, C, R, T, Service, Institutional Service
Nationwide Small Cap Index Fund		A, C, R, T, Institutional Service
Nationwide Mid Cap Market Index Fund		A, C, R, T, Institutional Service
Nationwide International Index Fund		A, C, R, T, Institutional Service
Nationwide Bond Index Fund		A, C, R, T, Institutional Service
Nationwide Investor Destinations Aggressive Fund		A, C, R, T, Service, Institutional Service
Nationwide Investor Destinations Moderately Aggressive Fund		A, C, R, T, Service, Institutional Service
Nationwide Investor Destinations Moderate Fund		A, C, R, T, Service, Institutional Service
Nationwide Investor Destinations Moderately Conservative Fund		A, C, R, T, Service, Institutional Service
Nationwide Investor Destinations Conservative Fund		A, C, R, T, Service, Institutional Service
Nationwide Destination 2010 Fund		A, C, R, Institutional Service
Nationwide Destination 2015 Fund		A, C, R, Institutional Service
Nationwide Destination 2020 Fund		A, C, R, Institutional Service
Nationwide Destination 2025 Fund		A, C, R, Institutional Service
Nationwide Destination 2030 Fund		A, C, R, Institutional Service
Nationwide Destination 2035 Fund		A, C, R, Institutional Service
Nationwide Destination 2040 Fund		A, C, R, Institutional Service
Nationwide Destination 2045 Fund		A, C, R, Institutional Service
Nationwide Destination 2050 Fund		A, C, R, Institutional Service
Nationwide Destination 2055 Fund		A, C, R, Institutional Service
Nationwide Destination 2060 Fund		A, C, R, Institutional Service
Nationwide U.S. Small Cap Value Fund		A, C, T, Institutional Service
Nationwide Small Company Growth Fund		A, Institutional Service
Nationwide Global Sustainable Equity Fund		A, C, T, Institutional Service
Nationwide Inflation-Protected Securities Fund		A, T, Institutional Service
Nationwide Core Plus Bond Fund		A, C, T, Institutional Service
Nationwide Bailard Cognitive Value Fund		A, C, T, Institutional Service
Nationwide Bailard International Equities Fund		A, C, T, Institutional Service
Nationwide Bailard Technology & Science Fund		A, C, T, Institutional Service
Nationwide Geneva Mid Cap Growth Fund		A, C, T, Institutional Service
Nationwide Geneva Small Cap Growth Fund		A, C, T, Institutional Service
Nationwide Large Cap Equity Fund		A, C, T, Institutional Service
Nationwide Loomis Core Bond Fund		A, C, T, Institutional Service
Nationwide California Intermediate Tax Free Bond Fund		A, C, T, Institutional Service
Nationwide National Intermediate Tax Free Bond Fund		A, C, T, Institutional Service
Nationwide Loomis Short Term Bond Fund		A, C, T, Institutional Service
Nationwide WCM Focused Small Cap Fund		A, C, T, Institutional Service
Nationwide Ziegler Equity Income Fund		A, C, T, Institutional Service
Nationwide Ziegler NYSE Arca Tech 100 Index Fund		A, C, T, Institutional Service
Nationwide Ziegler Wisconsin Tax Exempt Fund		A, C, T, Institutional Service
Nationwide Bailard Emerging Markets Equity Fund		A, C, T, Institutional Service

NATIONWIDE MUTUAL FUNDS

ADMINISTRATIVE SERVICES PLAN

Effective March 10, 2015

Amended December 14, 2017*


Nationwide Emerging Markets Debt Fund		A, C, T, Institutional Service
Nationwide Amundi Global High Yield Fund		A, C, T, Institutional Service
Nationwide Amundi Strategic Income Fund		A, C, T, Institutional Service
Nationwide International Small Cap Fund		A, T, Institutional Service
Nationwide Loomis All Cap Growth Fund		A, T, Institutional Service
Nationwide Long/Short Equity Fund		A, Institutional Service

*	As approved by the Board of Trustees at its meeting held on June 13-14, 2017.

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 C 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;

(f)	25 basis points (0.25%) of the average daily net assets of the Investor Shares of the Nationwide Government Money Market Fund; and

(g)	25 basis points (0.25%) of the average daily net assets of the Class T Shares of the Funds.

EX-16.13.d.ii

EXHIBIT A

TO THE EXPENSE LIMITATION AGREEMENT BETWEEN

NATIONWIDE MUTUAL FUNDS AND

NATIONWIDE FUND ADVISORS

Effective May 1, 2007

Amended December 14, 2017†*


Name of Fund/Class	Expense Limitation for Fund/Class
Nationwide Government Money Market Fund
Investor		0.59	%
Service Class‡		0.59	%
Class R6		0.59	%
Nationwide U.S. Small Cap Value Fund
Class A		1.09	%
Class C		1.09	%
Class R6		1.09	%
Class T		1.09	%
Institutional Service Class		1.09	%

Each of the Asset Allocation Funds (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)


Class A	0.25	%
Class C	0.25	%
Class R	0.25	%
Service Class	0.25	%
Class R6	0.25	%
Class T	0.25	%
Institutional Service Class	0.25	%
Nationwide S&P 500 Index Fund
Class A	0.21	%
Class C	0.21	%
Class R	0.21	%
Class R6	0.21	%
Service Class	0.21	%
Class T	0.21	%
Institutional Service Class	0.21	%
Nationwide Small Cap Index Fund
Class A	0.28	%
Class C	0.28	%


Class R	0.28	%
Class R6	0.28	%
Class T	0.28	%
Institutional Service Class	0.28	%
Nationwide Mid Cap Market Index Fund
Class A	0.30	%
Class C	0.30	%
Class R	0.30	%
Class R6	0.30	%
Class T	0.30	%
Institutional Service Class	0.30	%
Nationwide International Index Fund
Class A	0.34	%
Class C	0.34	%
Class R	0.34	%
Class R6	0.34	%
Class T	0.34	%
Institutional Service Class	0.34	%
Nationwide Bond Index Fund
Class A	0.29	%
Class C	0.29	%
Class R	0.29	%
Class R6	0.29	%
Class T	0.29	%
Institutional Service Class	0.29	%
Nationwide Bond Fund
Class A	0.44	%
Class C	0.44	%
Class R	0.44	%
Class R6	0.44	%
Class T	0.44	%
Institutional Service Class	0.44	%
Nationwide Growth Fund
Class A	0.65	%
Class C	0.65	%
Class R	0.65	%
Class R6	0.65	%
Class T	0.65	%
Institutional Service Class	0.65	%
Nationwide Small Company Growth Fund
Class A	0.94	%
Institutional Service Class	0.94	%


Nationwide Global Sustainable Equity Fund
Class A	0.95	%
Class C	0.95	%
Class R6	0.95	%
Class T	0.95	%
Institutional Service Class	0.95	%
Nationwide Inflation-Protected Securities Fund
Class A‡‡	0.21	%
Class R6	0.30	%
Class T	0.30	%
Institutional Service Class	0.30	%
Nationwide Core Plus Bond Fund
Class A	0.70	%
Class R6	0.70	%
Class T	0.70	%
Institutional Service Class	0.70	%
Nationwide Bailard Cognitive Value Fund
Class A	1.07	%
Class C	1.07	%
Class M	1.07	%
Class R6	1.07	%
Class T	1.07	%
Institutional Service Class	1.07	%
Nationwide Bailard International Equities Fund
Class A	1.10	%
Class C	1.10	%
Class M	1.10	%
Class R6	1.10	%
Class T	1.10	%
Institutional Service Class	1.10	%
Nationwide Bailard Technology & Science Fund
Class A	1.05	%
Class C	1.05	%
Class M	1.05	%
Class R6	1.05	%
Class T	1.05	%
Institutional Service Class	1.05	%
Nationwide Geneva Mid Cap Growth Fund
Class A	0.98	%
Class C	0.98	%
Class R6	0.98	%


Class T	0.98	%
Institutional Service Class	0.98	%
Nationwide Geneva Small Cap Growth Fund
Class A	1.22	%
Class C	1.22	%
Class R6	1.22	%
Class T	1.22	%
Institutional Service Class	1.22	%
Nationwide Loomis Core Bond Fund
Class A	0.65	%
Class C	0.65	%
Class R6	0.65	%
Class T	0.65	%
Institutional Service Class	0.65	%
Nationwide California Intermediate Tax Free Bond Fund
Class A	0.49	%
Class C	0.49	%
Class R6	0.49	%
Class T	0.49	%
Institutional Service Class	0.49	%
Nationwide National Intermediate Tax Free Bond Fund
Class A	0.47	%
Class C	0.47	%
Class R6	0.47	%
Class T	0.47	%
Institutional Service Class	0.47	%
Nationwide Loomis Short Term Bond Fund
Class A	0.45	%
Class C	0.45	%
Class R6	0.45	%
Class T	0.45	%
Institutional Service Class	0.45	%
Nationwide WCM Focused Small Cap Fund
Class A	1.22	%
Class C	1.22	%
Class R6	1.22	%
Class T	1.22	%
Institutional Service Class	1.22	%
Nationwide Ziegler Equity Income Fund
Class A	0.75	%
Class C	0.75	%
Class R6	0.75	%


Class T	0.75	%
Institutional Service Class	0.75	%
Nationwide Ziegler NYSE Arca Tech 100 Index Fund
Class A	0.68	%
Class C	0.68	%
Class R6	0.68	%
Class T	0.68	%
Institutional Service Class	0.68	%
Nationwide Ziegler Wisconsin Tax Exempt Fund
Class A	0.60	%
Class C	0.60	%
Class R6	0.60	%
Class T	0.60	%
Institutional Service Class	0.60	%
Nationwide Bailard Emerging Markets Equity Fund
Class A	1.10	%
Class C	1.10	%
Class M	1.10	%
Class R6	1.10	%
Class T	1.10	%
Institutional Service Class	1.10	%
Nationwide Emerging Markets Debt Fund
Class A	0.90	%
Class C	0.90	%
Class R6	0.90	%
Class T	0.90	%
Institutional Service Class	0.90	%
Nationwide Amundi Global High Yield Fund
Class A	0.70	%
Class C	0.70	%
Class R6	0.70	%
Class T	0.70	%
Institutional Service Class	0.70	%
Nationwide Amundi Strategic Income Fund
Class A	0.67	%
Class C	0.67	%
Class R6	0.67	%
Class T	0.67	%
Institutional Service Class	0.67	%
Nationwide International Small Cap Fund
Class A	0.99	%
Class R6	0.99	%


Class T	0.99	%
Institutional Service Class	0.99	%
Nationwide Loomis All Cap Growth Fund††
Class A	0.85	%
Class R6	0.85	%
Class T	0.85	%
Institutional Service Class	0.85	%
Nationwide Long/Short Equity Fund†††
Class A	1.74	%
Class R6	1.74	%
Institutional Service Class	1.74	%

*	As approved at the Board of Trustees at its meeting held on June 13-14, 2017.

†	Effective through February 28, 2018.

††	Effective through February 28, 2019.

†††	Effective through December 31, 2019.

‡	With respect to the Service Class of the Nationwide Government Money Market Fund, effective until at least February 28, 2018, 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.

‡‡	Applies to Class A shares of the Nationwide Inflation-Protected Fund only and expires December 31, 2019.

IN WITNESS WHEREOF, the parties have caused this Amended Exhibit A 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/ Michael S. Spangler
		Name: Michael S. Spangler
		Title: President

NATIONWIDE FUND ADVISORS

By:		/s/ Michael S. Spangler
		Name: Michael S. Spangler
		Title: President