Exhibit No. EX-23.d.3.d



                              SUBADVISORY AGREEMENT

     THIS AGREEMENT is made and entered into effective the 1st day of September,
2007, 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 MORLEY CAPITAL  MANAGEMENT,  INC. (the  "Subadviser"),  a corporation
organized under the laws of the State of Oregon,  and also registered  under the
Advisers Act.

                                   WITNESSETH:

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

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

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

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

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

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

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

     2. Duties of Subadviser.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

     10. Liability and Indemnification.

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

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

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

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

     11. Duration and Termination.

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

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

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

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

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

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

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

     13. Reference to Adviser and Subadviser.

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

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

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

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

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

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

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

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

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

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

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

     If to the Subadviser:

             Morley Capital Management, Inc.
             5665 SW Meadows Road, Suite 400
             Lake Oswego, OR 97035
             Facsimile:  (503) 603-2290


     If to the Adviser:

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

     If to the Trust:

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

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

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

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

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

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

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

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

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



                                 TRUST:
                                 NATIONWIDE MUTUAL FUNDS

                                 By: /s/ John H. Grady
                                 Name: John H. Grady
                                 Title: President


                                 ADVISER:
                                 NATIONWIDE FUND ADVISORS

                                 By: /s/ John H. Grady
                                 Name: John H. Grady
                                 Title: President


                                 SUBADVISER:
                                 MORLEY CAPITAL MANAGEMENT, INC.

                                 By: /s/ Jill R. Cuniff
                                 Name: Jill R. Cuniff
                                 Title: Managing Director
                                        Chief Investment Officer








                                    EXHIBIT A
                              SUBADVISORY AGREEMENT
                                      AMONG
                            NATIONWIDE FUND ADVISORS,
                             NATIONWIDE MUTUAL FUNDS
                       AND MORLEY CAPITAL MANAGEMENT, INC.


                           Effective September 1, 2007



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





--------------------------------------------------------------------------------



                                    EXHIBIT B
                           SUBADVISORY AGREEMENT AMONG
                            NATIONWIDE MUTUAL FUNDS,
                          NATIONWIDE FUND ADVISORS AND
                         MORLEY CAPITAL MANAGEMENT, INC.
                           Effective September 1, 2007

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

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

(iii)  investment  discretion  with respect to the investment of Fund assets not
otherwise assigned to a Manager.


                                        TRUST:
                                        NATIONWIDE  MUTUAL FUNDS

                                        By: /s/ John H. Grady
                                        Name: John H. Grady
                                        Title: President


                                        ADVISER:
                                        NATIONWIDE FUND ADVISORS

                                        By: /s/ John H. Grady
                                        Name: John H. Grady
                                        Title: President


                                        SUBADVISER:
                                        MORLEY CAPITAL MANAGEMENT, INC.

                                        By: /s/ Jill R. Cuniff
                                        Name: Jill R. Cuniff
                                        Title: Managing Director
                                               Chief Investment Officer