POS AMI 1 multicap.htm

1940 Act File No. 811-08495
 
 
AS FILED WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 22, 2021
 
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM N-1A
 
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
 
Amendment No. 283
 
(Check appropriate box or boxes)
 
NATIONWIDE MUTUAL FUNDS
(Exact Name of Registrant as Specified In Its Charter)
 
One Nationwide Plaza
Mail Code 05-02-210
Columbus, Ohio 43215
(Address of Principal Executive Office) (Zip Code)
 
Registrant’s Telephone Number, including Area Code: (614) 435-5787
 
Send Copies of Communications to:
 
ALLAN J. OSTER, ESQ.
PRUFESH R. MODHERA, ESQ.
10 WEST NATIONWIDE BOULEVARD
STRADLEY RONON STEVENS & YOUNG, LLP
COLUMBUS, OH 43215
2000 K STREET, N.W., SUITE 700
(Name and Address of Agent for Service)
WASHINGTON, DC 20006
   
 
 
   
   
   
   
   
   
 
 
 
   

EXPLANATORY NOTE

This Amendment No. 283 (the “Amendment”) to the Registration Statement of Nationwide Mutual Funds (the “Registrant”) on Form N-1A is being filed under the Investment Company Act of 1940 (the “1940 Act”), as amended, to amend and supplement Amendment No. 281 to the Registrant’s Registration Statement on Form N-1A, filed with the U.S. Securities and Exchange Commission (the “Commission”) on February 19, 2021 under the 1940 Act (Accession No. 0001193125-21-048591) (“Amendment No. 281”), as pertaining to the Part A and Part B of the Nationwide Multi-Cap Portfolio (the “Fund”), a series of the Registrant.


The shares of beneficial interest (“Shares”) of the series of the Registrant are not registered under the Securities Act of 1933, as amended (the “Securities Act”), because each series of the Registrant issues its shares only in private placement transactions that do not involve a public offering within the meaning of Section 4(a)(2) of the Securities Act.

Shares of the series of the Registrant may be purchased only by “accredited investors,” as defined in Regulation D under the Securities Act.  This Amendment is not offering to sell, or soliciting any offer to buy, any security to the public within the meaning of the Securities Act.

The unaudited Financial Statement of the Fund for the period ended April 30, 2021, as filed with the Commission on June 21, 2021 (Accession No. 0001839673-21-000012) contained in the Semi-Annual Report of the Registrant, dated April 30, 2021, is incorporated herein by reference. Additionally, the audited Financial Statement and the Report of Independent Registered Public Account Firm of the Fund for the fiscal year ended October 31, 2020, as filed with the Commission on December 23, 2020 (Accession No. 0001833845-20-000005) contained in the Annual Report of the Registrant, dated October 31, 2020, is incorporated herein by reference.

This Registration Statement relates only to the Fund and does not incorporate by reference the currently effective Part A and Part B for the Registrant’s other series.




NATIONWIDE MUTUAL FUNDS
Nationwide Multi-Cap Portfolio

Amendment dated September 22, 2021
to the Prospectus dated February 19, 2021

Capitalized terms and certain other terms used in this amendment, unless otherwise defined in this amendment, have the meanings assigned to them in the Prospectus.

1.
At a meeting of the Board of Trustees (the “Board”) of Nationwide Mutual Funds held on September 22, 2021, the Board approved the appointment of Goldman Sachs Asset Management, L.P. (“GSAM”) as a subadviser to the Nationwide Multi-Cap Portfolio (the “Fund”), effective on or about November 8, 2021 (the “Effective Date”).

2.
As of the Effective Date, the Prospectus is amended as follows:


a.
All references to, and information regarding, Rachel Aguirre in the Prospectus are deleted in their entirety.


b.
The information under the heading “Item 5. Management.” on the cover page of the Prospectus is deleted in its entirety and replaced with the following:

Nationwide Fund Advisors (“NFA” or the “Adviser”) is the Fund’s investment adviser. BlackRock Investment Management, LLC (“BlackRock”), Goldman Sachs Asset Management, L.P. (“GSAM”), Janus Capital Management LLC (“Janus”) and Western Asset Management Company, LLC (“WAMCO”) serve as the Fund’s subadvisers.

Portfolio Managers

Portfolio Manager
Title
Length of Service
with Fund
BlackRock
Alan Mason
Managing Director
Since 2018
Jennifer Hsui, CFA
Managing Director & Portfolio Manager
Since 2018
Amy Whitelaw
Managing Director & Senior Portfolio Manager
Since 2018
Creighton Jue, CFA
Managing Director & Portfolio Manager
Since 2018
Suzanne Henige, CFA
Director
Since 2020
GSAM
Neill Nuttall
Managing Director & Chief Investment Officer of Multi-Asset Solutions
Since 2021
Wael Younan
Managing Director & Senior Portfolio Manager
Since 2021
Siwen Wu
Vice President & Senior Portfolio Manager
Since 2021
Janus
Ashwin Alankar, Ph.D.
Head of Global Asset Allocation & Portfolio Manager
Since 2021
WAMCO
John L. Bellows, Ph.D., CFA
Portfolio Manager
Since 2018
Kenneth Leech
Chief Investment Officer & Portfolio Manager
Since 2018




c.
The information under the heading “Item 9. Investment Objective, Principal Investment Strategies, Related Risks, and Disclosure of Portfolio Holdings.” and subheading “Principal Investment Strategies” beginning on page 1 of the Prospectus is deleted in its entirety and replaced with the following:
The Fund’s overall investment strategy is to seek to incrementally exceed the performance of the U.S. stock market, as represented by the Russell 3000® Index, over a full market cycle. The Russell 3000® Index is composed of the 3,000 largest U.S. companies by market capitalization, as determined by the Frank Russell Company, and includes U.S. companies in a wide range of businesses and capitalization sizes. As of December 31, 2020, the market capitalizations of companies in the Russell 3000® Index ranged from $11.8 million to $2.13 trillion. The Russell 3000® Index is a market-weighted index, which means that the stocks of the largest companies in the Index have the greatest effect on its performance. Inclusion of a stock in the Russell 3000® Index does not mean that the Frank Russell Company believes the stock to be an attractive investment. The Russell 3000® Index is a registered trademark of the Frank Russell Company, which does not sponsor and is in no way affiliated with the Fund or the Fund’s investment adviser. Individuals cannot invest directly in an index.
The Fund consists of four portions, or “sleeves,” managed by different subadvisers acting independently with respect to the assets of the Fund they manage. Each subadviser applies an enhanced index strategy that is distinct from that applied by the other subadvisers. NFA is the Fund’s investment adviser and, subject to the approval of the Board of Trustees, selects the Fund’s subadvisers and monitors their performance on an ongoing basis. NFA also determines the amount of Fund assets to allocate to each subadviser.
The Fund may engage in active and frequent trading of its portfolio securities. The four sleeves are each managed as follows:
BLACKROCK INVESTMENT MANAGEMENT, LLC (“BLACKROCK”) – seeks to obtain exposure to U.S. stocks by investing in equity securities of companies included in the Russell 3000® Index. BlackRock does not necessarily invest in all of the securities in the Russell 3000® Index, or in the same weightings. BlackRock also may use equity derivatives, such as futures or swap agreements, to obtain exposure to U.S. stocks. BlackRock chooses investments so that the market capitalizations, industry weightings and other fundamental characteristics of the securities chosen are similar to the Russell 3000® Index as a whole. In an attempt to generate a modest amount of outperformance over the Index, BlackRock may deviate from the Index’s weightings in order to take advantage of what it believes to be alpha-generating opportunities, such as changes in the Index, share offerings (both initial and secondary), share buybacks, and mergers, acquisitions, spinoffs and other types of corporate transactions.

JANUS CAPITAL MANAGEMENT LLC (“JANUS”) – seeks to reduce the risk of significant loss that is unlikely to be regained over a full market cycle (a time period representing a significant market decline and recovery), while also participating in the upside growth of the capital markets. To achieve this, Janus employs a “tail-managed” strategy intended to dynamically shift away from assets whose downside tail risks are perceived to be increasing, and toward assets whose expected tail gains are perceived to be increasing. For these purposes, “tails” represent the outliers of a distribution of returns or, in other words, outsized future moves both to the positive and the negative. Tail events typically occur more often than expected, and a tail loss or a tail gain can have a substantial impact on a portfolio’s long-term performance.

Janus uses a variety of equity and fixed-income investments to pursue its strategy. Equity investments may include individual stocks, U.S. equity futures, total return swaps, exchange-traded funds (“ETFs”) and options. Fixed-income investments may include U.S. Treasury securities, sovereign bonds, ETFs and options. To implement its strategy, Janus utilizes both a top-down macro analysis and a complementary bottom-up risk/reward analysis. These processes each employ certain proprietary models which provide forward-looking insights into capital markets and which seek to identify indicators of market stress or potential upside. Such models include a proprietary options implied information model that monitors day-to-day movements in options prices for indicators of risk and reward between asset classes and sectors. Using these proprietary models, Janus adjusts the sleeve’s allocations and the security exposures.


The top-down analysis focuses on how the sleeve’s assets will be distributed between the equity and fixed-income asset classes. Janus monitors expected tail gains and losses across the equity and fixed-income asset classes. Janus intends to periodically adjust the sleeve’s asset allocation to mitigate downside risk exposure that is perceived to be elevated and obtain exposure to upside gains. Accordingly, the sleeve’s allocation to equity investments and fixed-income investments will likely shift periodically to minimize exposure to tail losses and enhance exposure to tail gains. The bottom-up analysis is designed to identify the underlying security exposures that comprise the sleeve’s equity and fixed-income asset classes and periodically rebalance the sleeve’s portfolio to maximize exposure to securities that are expected to provide tail gains while minimizing exposure to securities that are expected to provide tail losses. Within the sleeve’s equity component, Janus intends to adjust the portfolio’s sector exposures based on its evaluation of expected tail loss and gain. Within the sleeve’s fixed-income component, Janus intends to adjust the portfolio’s credit, duration and sector exposures using the same analysis.

GOLDMAN SACHS ASSET MANAGEMENT, L.P. (“GSAM”) – combines passive Russell 3000® Index exposure with investment in stocks of Japanese companies in order to generate returns in excess of the Index within a risk-managed framework. The passive long equity exposure is obtained by purchasing futures or swaps that seek to replicate the performance of the Russell 3000® Index. Using a bottom-up, highly active approach, GSAM next buys stocks of Japanese companies. In selecting stocks, GSAM seeks to identify companies that are entering a “regrowth” stage of their business lifecycles. Companies issuing such stocks typically have larger capitalizations and strong fundamentals and are expanding into new segments of their respective industries with the potential to gain market share. GSAM next seeks to isolate the “alpha” generated by the investments in Japanese stocks by entering into short futures positions on the Tokyo Stock Price Index (which is representative of the overall Japanese stock market) in an amount approximately equal to the long Japanese stock portfolio in order to limit the GSAM sleeve’s Japanese country and currency risk.  “Alpha” for these purposes refers to the returns in excess of the Tokyo Stock Price Index. Finally, in order to manage “tail” risks, GSAM purchases options on interest rate futures. GSAM believes that purchasing options that may be exercised when interest rates fall may help mitigate the risk of equity portfolio volatility. In order to provide liquidity and collateral for the GSAM sleeve’s derivatives positions, GSAM invests in cash and/or money market instruments or other fixed income securities.
WESTERN ASSET MANAGEMENT COMPANY, LLC (“WAMCO”) – combines the use of equity securities and/or equity index derivatives with investments in fixed-income securities to seek to provide returns that generally track (before the deduction of Fund operating expenses) the Russell 3000® Index, yet which modestly exceed the performance of the Russell 3000® Index. First, WAMCO selects stocks, stock index futures and/or swap contracts with investment characteristics, such as market capitalizations and industry weightings, similar to those of stocks included in the Russell 3000® Index. As only a fraction of the sleeve’s assets is required for margin on these derivatives transactions, WAMCO invests the remaining sleeve assets in a variety of U.S. and foreign bonds and other debt securities, such as corporate bonds, U.S. government securities (i.e., debt securities issued and/or guaranteed as to principal and interest by either the U.S. government, or by U.S. government agencies, U.S. government-sponsored enterprises and U.S. government instrumentalities), zero-coupon bonds, repurchase agreements, mortgage-backed securities, asset-backed securities and corporate loans. Certain mortgage-backed securities may be purchased with delayed delivery. Asset-backed securities may include collateralized debt obligations (“CDOs”), including collateralized loan obligations (“CLOs”). CLOs are ordinarily issued by a trust or other special purpose entity and are collateralized by a pool of loans, which may include, among others, domestic and non-U.S. senior secured loans, senior unsecured loans and subordinated corporate loans, including loans that may be rated below investment grade. The various fixed-income securities serve as collateral for the sleeve’s futures and swaps positions, although they also are used to provide a modest amount of outperformance over the Index. WAMCO typically emphasizes short-duration bonds that are investment grade, although it may purchase high-yield bonds (i.e., those that are rated below investment grade) or bonds with longer durations in order to take advantage of opportunities for investments with a higher return potential. WAMCO also may use interest rate swaps or total return swaps, either to manage the sleeve’s average portfolio duration, to hedge against investment risks or to increase return.
In combination, the Fund’s four sleeves are intended to provide a risk-controlled, low tracking error investment approach while achieving modest returns in excess of the Russell 3000® Index. In allocating


assets between the subadvisers, NFA seeks to increase diversification among securities and investment styles in order to potentially increase the possibility for investment return and reduce risk and volatility.


 d.
The following is added as a sub-risk of Foreign securities risk beginning on page 7 of the Prospectus:
Japan risk - the Japanese economy is heavily dependent upon international trade and may be subject to considerable degrees of economic, political and social instability, which could negatively affect the Fund. The Japanese yen has fluctuated widely during recent periods and may be affected by currency volatility elsewhere in Asia, especially Southeast Asia. In addition, the yen has had a history of unpredictable and volatile movements against the U.S. dollar. The performance of the global economy could have a major impact upon equity returns in Japan. Since the mid-2000s, Japan’s economic growth has remained relatively low. A recent economic recession was likely compounded by an unstable financial sector, low domestic consumption, and certain corporate structural weaknesses, which remain some of the major issues facing the Japanese economy. Japan has also experienced natural disasters, such as earthquakes and tidal waves, of varying degrees of severity, which could negatively affect the Fund.


 e.
The information under the heading “Item 10. Management, Organization, and Capital Structure.” and subheading “Subadvisers” beginning on page 11 of the Prospectus is amended to include the following:

GOLDMAN SACHS ASSET MANAGEMENT, L.P. (“GSAM”), located at 200 West Street, New York, NY 10282, is the subadviser to a portion of the Fund. GSAM has been registered as an investment adviser with the U.S. Securities and Exchange Commission since 1990 and is an indirect, wholly owned subsidiary of The Goldman Sachs Group, Inc., a publicly held financial holding company and global investment banking, securities and investment management firm.


 f.
The information under the heading “Item 10. Management, Organization, and Capital Structure.” and subheading “Portfolio Management” beginning on page 12 of the Prospectus is amended to include the following:

GSAM

The portfolio managers who are primarily responsible for the day-to-day management of the portion of the Fund subadvised by GSAM are Neill Nuttall, Wael Younan and Siwen Wu.

Mr. Nuttall is a Managing Director and Chief Investment Officer of Multi-Asset Solutions at GSAM, which he joined in 2014.

Mr. Younan is a Managing Director and Senior Portfolio Manager at GSAM, which he joined in 2010.

Mr. Wu is a Vice President and Senior Portfolio Manager at GSAM, which he joined in 2011.





PLEASE RETAIN THIS AMENDMENT FOR FUTURE REFERENCE




NATIONWIDE MUTUAL FUNDS
Nationwide Multi-Cap Portfolio

Amendment dated September 22, 2021
to the Statement of Additional Information (“SAI”) dated February 19, 2021

Capitalized terms and certain other terms used in this amendment, unless otherwise defined in this amendment, have the meanings assigned to them in the SAI.
1.
At a meeting of the Board of Trustees (the “Board”) of Nationwide Mutual Funds held on September 22, 2021, the Board approved the appointment of Goldman Sachs Asset Management, L.P. (“GSAM”) as a subadviser to the Nationwide Multi-Cap Portfolio (the “Fund”), effective on or about November 8, 2021 (the “Effective Date”).

2.
As of the Effective Date, the SAI is amended as follows:


a.
All references to, and information regarding, Rachel Aguirre in the SAI are deleted in their entirety.

b.
The information under the heading “Investment Advisory and Other Services - Subadvisers” on page 58 of the SAI is amended to include the following:
Goldman Sachs Asset Management, L.P. (“GSAM”), located at 200 West Street, New York, New York 10282, is an indirect, wholly owned subsidiary of The Goldman Sachs Group, Inc., a publicly held financial holding company and global investment banking, securities and investment management firm.


 c.
The information under the heading “Appendix B – Proxy Voting Guidelines Summaries” is amended to include the following: 
GOLDMAN SACHS ASSET MANAGEMENT, L.P. (“GSAM”*)
A. Guiding Principles
Proxy voting and the analysis of corporate governance issues in general are important elements of the portfolio management services we provide to our advisory clients who have authorized us to address these matters on their behalf.  Our guiding principles in performing proxy voting are to make decisions that favor proposals that in GSAM’s view maximize a company’s shareholder value and are not influenced by conflicts of interest. These principles reflect GSAM’s belief that sound corporate governance will create a framework within which a company can be managed in the interests of its shareholders.
GSAM has adopted the policies and procedures set out below regarding the voting of proxies (the “Policy”). GSAM periodically reviews this Policy to ensure it continues to be consistent with our guiding principles.
B. The Proxy Voting Process
Public Equity Investments
To implement these guiding principles for investments in publicly traded equities for which we have voting power on any record date, we follow customized proxy voting guidelines that have been developed by GSAM portfolio management (the “GSAM Guidelines”). The GSAM Guidelines embody the positions and factors GSAM generally considers important in casting proxy votes. They address a wide variety of individual topics, including, among other matters, shareholder voting rights, anti-takeover defenses, board structures, the election of directors, executive and director compensation, reorganizations, mergers, issues of corporate social responsibility and various shareholder proposals.  Recognizing the complexity and fact-specific nature of many corporate governance issues, the GSAM Guidelines identify factors we consider in determining how the vote should be cast.
The principles and positions reflected in this Policy are designed to guide us in voting proxies, and not necessarily in making investment decisions. GSAM portfolio management teams (each, a “Portfolio Management Team”) base their determinations of whether to invest in a particular company on a variety of factors, and while corporate governance may be one such factor, it may not be the primary consideration.


Fundamental Equity and Energy and Infrastructure Teams
The Fundamental Equity and Energy and Infrastructure Teams view the analysis of corporate governance practices as an integral part of the investment research and stock valuation process. In forming their views on particular matters, these Portfolio Management Teams may consider applicable regional rules and practices, including codes of conduct and other guides, regarding proxy voting, in addition to the GSAM Guidelines and Recommendations (as defined below).
Quantitative Investment Strategies Portfolio Management Teams
The Quantitative Investment Strategies Portfolio Management Teams have decided to generally follow the GSAM Guidelines and Recommendations based on such Portfolio Management Teams’ investment philosophy and approach to portfolio construction, as well as their participation in the creation of the GSAM Guidelines. The Quantitative Investment Strategies Portfolio Management Teams may from time to time, however, review and individually assess any specific shareholder vote.
Fixed Income and Private Investments
Voting decisions with respect to client investments in fixed income securities and the securities of privately held issuers generally will be made by the relevant Portfolio Management Teams based on their assessment of the particular transactions or other matters at issue. Those Portfolio Management Teams may also adopt policies related to the fixed income or private investments they make that supplement this Policy.
GS Investment Strategies Portfolio Management
Voting decisions with respect to client investments in the securities of privately held issuers generally will be made by the relevant Portfolio Management Teams based on their assessment of the particular transactions or other matters at issue. To the extent the portfolio managers assume proxy voting responsibility with respect to publicly traded equity securities they will follow the GSAM Guidelines and Recommendations as discussed below unless an override is requested.
Alternative Investment and Manager Selection (“AIMS”) and Externally Managed Strategies
Where GSAM places client assets with managers outside of GSAM, for example within GSAM’s AIMS business unit, such external managers generally will be responsible for voting proxies in accordance with the managers’ own policies. AIMS may, however, retain proxy voting responsibilities where it deems appropriate or necessary under prevailing circumstances. To the extent AIMS portfolio managers assume proxy voting responsibility with respect to publicly traded equity securities they will follow the GSAM Guidelines and Recommendations as discussed below unless an override is requested. Any other voting decision will be conducted in accordance with AIMS’ policies governing voting decisions with respect to public and non-publicly traded equity securities held by their clients.
C. Implementation
GSAM has retained a third-party proxy voting service (the “Proxy Service”) to assist in the implementation of certain proxy voting-related functions, including, without limitation, operational, recordkeeping and reporting services. Among its responsibilities, the Proxy Service prepares a written analysis and recommendation (a “Recommendation”) of each proxy vote that reflects the Proxy Service’s application of the GSAM Guidelines to the particular proxy issues. In addition, in order to facilitate the casting of votes in an efficient manner, the Proxy Service generally prepopulates and automatically submits votes for all proxy matters in accordance with such Recommendations, subject to GSAM’s ability to recall such automatically submitted votes. If the Proxy Service or GSAM becomes aware that an issuer has filed, or will file, additional proxy solicitation materials sufficiently in advance of the voting deadline, GSAM will generally endeavor to consider such information where such information is viewed as material in GSAM’s discretion when casting its vote, which may, but need not, result in a change to the Recommendation, which may take the form of an override (as described below) or a revised Recommendation issued by the Proxy Service. GSAM retains the responsibility for proxy voting decisions. GSAM conducts an annual due diligence meeting with the Proxy Service to review the processes and procedures the Proxy Service follows when making proxy voting recommendations based on the GSAM Guidelines and to discuss any material changes in the services, operations, staffing or processes.
GSAM’s Portfolio Management Teams generally cast proxy votes consistently with the GSAM Guidelines and the Recomendations.


Each Portfolio Management Team, however, may on certain proxy votes seek approval to diverge from the GSAM Guidelines or a Recommendation by following a process that seeks to ensure that override decisions are not influenced by any conflict of interest. As a result of the override process, different Portfolio Management Teams may vote differently for particular votes for the same company.
GSAM clients who have delegated voting responsibility to GSAM with respect to their account may from time to time contact their client representative if they would like to direct GSAM to vote in a particular manner for a particular solicitation. GSAM will use commercially reasonable efforts to vote according to the client’s request in these circumstances, however, GSAM’s ability to implement such voting instruction will be dependent on operational matters such as the timing of the request.
From time to time, GSAM’s ability to vote proxies may be affected by regulatory requirements and compliance, legal or logistical considerations. As a result, GSAM, from time to time, may determine that it is not practicable or desirable to vote proxies. In certain circumstances, such as if a security is on loan through a securities lending program, the Portfolio Management Teams may not be able to participate in certain proxy votes unless the shares of the particular issuer are recalled in time to cast the vote. A determination of whether to seek a recall will be based on whether the applicable Portfolio Management Team determines that the benefit of voting outweighs the costs, lost revenue, and/or other detriments of retrieving the securities, recognizing that the handling of such recall requests is beyond GSAM’s control and may not be satisfied in time for GSAM to vote the shares in question.
GSAM discloses our voting publicly each year in a filing with the US Securities and Exchange Commission and on our website for all GSAM US registered mutual funds. GSAM also generally discloses our voting publicly on a quarterly basis on our website for company proxies voted according to the GSAM Guidelines and Recommendations.
D. Conflicts of Interest
GSAM has implemented processes designed to prevent conflicts of interest from influencing its proxy voting decisions. These processes include information barriers as well as the use of the GSAM Guidelines and Recommendations and the override process described above in instances when a Portfolio Management Team is interested in voting in a manner that diverges from the initial Recommendation based on the GSAM Guidelines. To mitigate perceived or potential conflicts of interest when a proxy is for shares of The Goldman Sachs Group Inc. or a GSAM managed fund, GSAM will generally instruct that such shares be voted in the same proportion as other shares are voted with respect to a proposal, subject to applicable legal, regulatory and operational requirements.
* For purposes of this Policy, “GSAM” refers, collectively, to the following legal entities: Goldman Sachs Asset Management, L.P.; Goldman Sachs Asset Management International; Goldman Sachs Hedge Fund Strategies LLC; GS Investment Strategies, LLC; GSAM Stable Value, LLC; Goldman Sachs Asset Management (Singapore) Pte. Ltd; Goldman Sachs Asset Management (Hong Kong) Limited.; Goldman Sachs Asset Management Co. Ltd.; GSAM Services Private Limited; GS Investment Strategies Canada Inc.; Goldman Sachs Management (Ireland) Limited; Goldman Sachs Asset Management Australia Pty Ltd.; Goldman Sachs Services Private Limited.; Goldman Sachs Bank Europe SE; and Goldman Sachs Asset Management Fund Services Limited.


 d.
The subsection “Investments in the Fund” under the heading “Appendix C – Portfolio Managers” is amended to include the following:


Name of Portfolio Manager
Fund Name
Dollar Range of Investments in the Fund
Goldman Sachs Asset Management, L.P. 1
Neill Nuttall
Nationwide Multi-Cap Portfolio
None
Wael Younan
Nationwide Multi-Cap Portfolio
None
Siwen Wu
Nationwide Multi-Cap Portfolio
None

1 Information provided is as of June 30, 2021.

 e.
The subsection “Description of Compensation Structure” under the heading “Appendix C – Portfolio Managers” is amended to include the following: 
Goldman Sachs Asset Management, L.P. (“GSAM”)
Compensation for GSAM Portfolio Managers is comprised of a base salary and year-end discretionary variable compensation. The base salary is fixed from year to year. Year-end discretionary variable compensation is primarily a function of each Portfolio Manager’s individual performance and his or her contribution to overall team performance; the performance of GSAM and Goldman Sachs; the team’s net revenues for the past year which in part is derived from advisory fees, and for certain accounts, performance-based fees; and anticipated compensation levels among competitor firms. Portfolio Managers may be rewarded, in part, for their delivery of investment performance, which is reasonably expected to meet or exceed the expectations of clients and fund shareholders in terms of: excess return over an applicable benchmark, peer group ranking, risk management and factors specific to certain funds such as yield or regional focus. Performance is judged over one-, three- and five-year time horizons.
The discretionary variable compensation for Portfolio Managers is also significantly influenced by various factors, including: (1) effective participation in team research discussions and process; and (2) management of risk in alignment with the targeted risk parameter and investment objectives of the Fund. Other factors may also be considered including: (a) general client/shareholder orientation, and (b) teamwork and leadership.
As part of their year-end discretionary variable compensation and subject to certain eligibility requirements, Portfolio Managers may receive deferred equity-based and similar awards, in the form of: (1) shares of The Goldman Sachs Group, Inc. (restricted stock units); and, (2) for certain portfolio managers, performance-tracking (or “phantom”) shares of the GSAM mutual funds that they oversee or service. Performance-tracking shares are designed to provide a rate of return (net of fees) equal to that of the fund(s) that a Portfolio Manager manages, or one or more other eligible funds, as determined by senior management, thereby aligning Portfolio Manager compensation with fund shareholder interests. The awards are subject to vesting requirements, deferred payment and clawback and forfeiture provisions. GSAM, Goldman Sachs or their affiliates expect, but are not required to, hedge the exposure of the performance-tracking shares of a fund by, among other things, purchasing shares of the relevant fund(s).
Other Compensation
In addition to base salary and year-end discretionary variable compensation, the firm has a number of additional benefits in place including: (1) a 401k program that enables employees to direct a percentage of their base salary and bonus income into a tax-qualified retirement plan; and (2) investment opportunity programs in which certain professionals may participate subject to certain eligibility requirements.


 f.
The subsection “Other Managed Accounts” under the heading “Appendix C – Portfolio Managers” is amended to include the following:


Name of Portfolio Manager
Number of Accounts Managed by Each Portfolio Manager and Total Assets by Category
Goldman Sachs Asset Management, L.P. 1
Neill Nuttall
Mutual Funds: 31 accounts, $34.07 billion total assets (0 accounts, $0 total assets for which the advisory fee is based on performance)
Other Pooled Investment Vehicles: 20 accounts, $8.4 billion total assets (0 accounts, $0 total assets for which the advisory fee is based on performance)
Other Accounts: 96 accounts, $137.7 billion total assets (2 accounts, $4.3 billion total assets for which the advisory fee is based on performance)
Wael Younan
Mutual Funds: 0 accounts, $0 total assets (0 accounts, $0 total assets for which the advisory fee is based on performance)
Other Pooled Investment Vehicles: 0 accounts, $0 total assets (0 accounts, $0 total assets for which the advisory fee is based on performance)
Other Accounts: 4 accounts, $4.93 billion  total assets (0 accounts, $0 total assets for which the advisory fee is based on performance)
Siwen Wu
Mutual Funds: 21 accounts, $11.96 billion total assets (0 accounts, $0 total assets for which the advisory fee is based on performance)
Other Pooled Investment Vehicles: 5 accounts, $2.87 billion total assets (0 accounts, $0 total assets for which the advisory fee is based on performance)
Other Accounts: 0 accounts, $0 total assets (0 accounts, $0 total assets for which the advisory fee is based on performance)

1 Information provided is as of June 30, 2021.

 g.
The subsection “Potential Conflicts of Interest” under the heading “Appendix C – Portfolio Managers” is amended to include the following:
Goldman Sachs Asset Management, L.P. (“GSAM”)
GSAM is part of The Goldman Sachs Group, Inc. (together with its affiliates, directors, partners, trustees, managers, members, officers and employees, “Goldman Sachs”) a bank holding company. The involvement of GSAM, Goldman Sachs and their affiliates in the management of, or their interest in, other accounts and other activities of Goldman Sachs will present conflicts of interest with respect to your Fund and will, under certain circumstances, limit your Fund’s investment activities. Goldman Sachs is a worldwide full service investment banking, broker dealer, asset management and financial services organization and a major participant in global financial markets that provides a wide range of financial services to a substantial and diversified client base that includes corporations, financial institutions, governments, and individuals. Goldman Sachs, acts as a broker-dealer, investment adviser, investment banker, underwriter, research provider, administrator, financier, adviser, market maker, trader, prime broker, derivatives dealer, clearing agent, lender, counterparty, agent, principal, distributor, investor or in other commercial capacities for accounts or companies or affiliated or unaffiliated investment funds (including pooled investment vehicles and private funds). In those and other capacities, Goldman Sachs advises and deals with clients and third parties in all markets and transactions and purchases, sells, holds and recommends a broad array of investments, including securities, derivatives, loans, commodities, currencies, credit default swaps, indices, baskets and other financial instruments and products for its own account and for the accounts of  clients and of its personnel. In addition, Goldman Sachs has direct and indirect interests in the global fixed income, currency, commodity, equities, bank loan and other markets and the securities and issuers in which your Fund may directly and indirectly invest. Thus, it is expected that your Fund will have multiple business relationships with and will invest in, engage in transactions with, make voting decisions with respect to, or obtain services from entities for which Goldman Sachs and affiliates perform or seek to perform investment banking or other services. As manager of


your Fund, GSAM receives management fees from the Fund. In addition, GSAM’s affiliates may earn fees from relationships with your Fund. Although these fees are generally based on asset levels, the fees are not directly contingent on Fund performance, Goldman Sachs will still receive significant compensation from your Fund even if shareholders lose money. Goldman Sachs and its affiliates engage in proprietary trading and advise accounts and funds which have investment objectives similar to those of your Fund and/or which engage in and compete for transactions in the same types of securities, currencies and instruments as your Fund. Goldman Sachs and its affiliates will not have any obligation to make available any information regarding their activities or strategies, or the activities or strategies used for other accounts managed by them, for the benefit of the management of your Fund. The results of your Fund’s investment activities, therefore, will likely differ from those of Goldman Sachs, its affiliates, and other accounts managed by Goldman Sachs, and it is possible that your Fund could sustain losses during periods in which Goldman Sachs and its affiliates and other accounts achieve significant profits on their trading for proprietary or other accounts. In addition, your Fund may enter into transactions in which Goldman Sachs and its affiliates or their other clients have an adverse interest. For example, your Fund may take a long position in a security at the same time that Goldman Sachs and its affiliates or other accounts managed by GSAM take a short position in the same security (or vice versa). These and other transactions undertaken by Goldman Sachs, its affiliates or Goldman Sachs-advised clients may, individually or in the aggregate, adversely impact your Fund. In some cases, such adverse impacts may result from differences in timing of transactions by accounts relative to when your Fund executes transactions in the same securities. Transactions by one or more Goldman Sachs-advised clients or GSAM may have the effect of diluting or otherwise disadvantaging the values, prices or investment strategies of your Fund. Your Fund’s activities will, under certain circumstances, be limited because of regulatory restrictions applicable to Goldman Sachs and its affiliates, and/or their internal policies designed to comply with such restrictions. As a global financial services firm, Goldman Sachs and its affiliates provide a wide range of investment banking and financial services to issuers of securities and investors in securities. Goldman Sachs, its affiliates and others associated with it are expected to create markets or specialize in, have positions in and/or effect transactions in, securities of issuers held by your Fund, and will likely also perform or seek to perform investment banking and financial services for one or more of those issuers. Goldman Sachs and its affiliates are expected to have business relationships with and purchase or distribute or sell services or products from or to distributors, consultants or others who recommend your Fund or who engage in transactions with or for your Fund.
For a more detailed description of potential conflicts of interest, please refer to the language from GSAM’s ADV Part 2.

PLEASE RETAIN THIS AMENDMENT FOR FUTURE REFERENCE



PART C
OTHER INFORMATION
ITEM 28. EXHIBITS

(a)
(b)
(c)
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 (a) and (b) hereto, define rights of holders of shares.
(d)
Investment Advisory Agreements
 
(1)
   
 (a)
 
 (2)
   
 (a)
 
 (3)
   
 (a)
 
 (4)
Subadvisory Agreements
   
 (a)
     
 (1)
   
 (b)


1

     
 (1)
   
 (c)
   
 (d)
     
 (1)

   
 (e)
Subadvisory Agreement among the Trust, Nationwide Fund Advisors and Thompson, Siegel & Walmsley LLC, dated July 22, 2021, is filed herewith as Exhibit EX-28.d.4.e.
   
 (f)
     
 (1)
   
 (g)
   
 (h)
   
 (i)
     
 (1)
   
 (j)

2

   
 (k)
   
 (l)
   
 (m)
   
 (n)
     
 (1)
   
 (o)
   
 (p)
     
 (1)

   
 (q)
   
 (r)
     
 (1)
   
 (s)

3

   
 (t)
   
(u)
   
(v)
   
(w)
Subadvisory Agreement among the Trust, Nationwide Fund Advisors and Newton Investment Management North America, LLC, effective August 31, 2021, is filed herewith as Exhibit EX-28.d.4.w.
(e)
(1)
   
 (a)
 
 (2)
(f)
Not applicable.
(g)
Custodian Agreement
 
 (1)
   
 (a)
   
 (b)
   
 (c)
   
 (d)
   
(e)
 
 (2)

4

 
 (3)
 
 (4)
 
 (5)
 
 (6)
(h)
(1)
 
 (2)
   
 (a)
 
 (3)
 
 (4)
   
 (a)
   
 (b)
   
 (c)
 
 (5)
 
 (6)

 
 (7)

5

 
 (8)
 
(9)
 
(10)
(i)
Not applicable.
(j)
Not applicable.
(k)
Not applicable.
(l)
Not applicable.
(m)
(n)
(o)
Not applicable.
(p)
 (1)
 
 (2)
 
 (3)
 
 (4)
 
 (5)
 
 (6)
 
 (7)
Code of Ethics for Bailard, Inc., dated May 3, 2021, is filed herewith as Exhibit EX-28.p.7.
 
 (8)

6

 
 (9)
 
 (10)

 
 (11)
 
 (12)
Code of Ethics for Loomis, Sayles & Company, L.P., amended December 16, 2020, is filed herewith as Exhibit EX-28.p.12.
 
 (13)

 
 (14)
Code of Ethics for WCM Investment Management, dated May 1, 2021, is filed herewith as Exhibit EX-28.p.14.
 
 (15)

 
 (16)
Personal Trading Policy and Code of Conduct for Bank of New York Mellon Corporation, dated March 8, 2021, is filed herewith as Exhibit EX-28.p.16.
 
(17)
Code of Ethics for Western Asset Management Company, LLC, revised June 30, 2021, is filed herewith as Exhibit EX-28.p.17.
 
 (18)
 
 (19)
 
 (20)
 
 (21)
 
(22)
Personal Trading Policy and Code of Conduct for Newton Investment Management North America, LLC, effective January 9, 2021, is filed herewith as Exhibit EX-28.p.22.
 
(23)
Code of Conduct for Dreyfus Cash Investment Strategies, a division of BNY Mellon Investment Adviser, Inc., dated November 2019, is filed herewith as Exhibit EX-28.p.23.
(q)
 (1)
 
 (2)

7


 
 (3)
 
 (4)
 
 (5)
 
 (6)
 
 (7)
 
 (8)
 
 (9)
 
(10)
 
(11)
ITEM 29. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH REGISTRANT
No person is presently controlled by or under common control with Registrant.
ITEM 30. INDEMNIFICATION
Indemnification provisions for officers, directors and employees of the Registrant are set forth in Article VII, Section 2 of the Amended Declaration.  See Item 28(a) above.
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 Investment Company Act of 1940 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.  See Item 23(h)(4) above.
Insofar as indemnification for liability arising under the Securities Act of 1933 (the “Act”) may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the U.S. Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or
8


controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.
ITEM 31. BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISER
(a)
Nationwide Fund Advisors (“NFA”), the investment adviser to the Trust, also serves as investment adviser to Nationwide Variable Insurance Trust. To the knowledge of the Registrant, the directors and officers of NFA have not been engaged in any other business or profession of a substantial nature during the past two fiscal years other than in their capacities as a director or officer of NFA or its affiliates.
Each of the following persons serves in the same or similar capacity with one or more affiliates of Nationwide Fund Advisors. The address for the persons listed below, except as otherwise noted, is One Nationwide Plaza, Columbus, OH 43215.

Name and Address
Principal Occupation
Position with NFA
Position with Funds
John L. Carter
President and Chief Operating Officer of Nationwide Financial Services, Inc.
Director
N/A
Michael S. Spangler
President and Chief Executive Officer of Nationwide Funds Group, which includes NFA, NFM and NFD; Senior Vice President of Nationwide Financial Services, Inc. and Nationwide Mutual Insurance Company
President and Director
President, Chief Executive Officer and Principal Executive Officer
Lee T. Cummings
Treasurer, Principal Financial Officer, Senior Vice President and Head of Fund Operations of Nationwide Funds Group; Vice President of Nationwide Mutual Insurance Company
 
Senior Vice President
Treasurer, Principal Financial Officer, Senior Vice President and Head of Fund Operations
Brian E. Hirsch
Vice President of NFA and Chief Compliance officer of NFA and the Trust; Vice President of Nationwide Mutual Insurance Company
Vice President and Chief Compliance Officer
Senior Vice President and Chief Compliance Officer
Pamela A. Biesecker
Senior Vice President and Head of Taxation of Nationwide Mutual Insurance Company
Senior Vice President and Head of Taxation
N/A
Denise L. Skingle
Senior Vice President and Chief Counsel of Nationwide Mutual Insurance Company
Senior Vice President and Secretary
N/A

9

Steve A. Ginnan
Senior Vice President, Director and Chief Financial Officer of Nationwide Financial Services, Inc.
Director
N/A
Stephen R. Rimes
Vice President, Associate General Counsel and Secretary for Nationwide Funds Group; Vice President of Nationwide Mutual Insurance Company
Vice President, Associate General Counsel and Assistant Secretary
Secretary, Vice President and Associate General Counsel
Thomas P. Reed
Vice President and Chief Financial Officer of Nationwide Funds Group
Vice President and Chief Financial Officer
N/A
David A. Conner
Associate Vice President and Assistant Treasurer of Nationwide Mutual Insurance Company
Associate Vice President and Assistant Treasurer
N/A
James M. Elliot
Associate Vice President and Assistant Treasurer of Nationwide Mutual Insurance Company
Associate Vice President and Assistant Treasurer
N/A
Sarah E. Zureich
Associate Vice President and Assistant Treasurer of Nationwide Mutual Insurance Company
Associate Vice President and Assistant Treasurer
N/A
Timothy J. Dwyer
Vice President and Assistant Treasurer of Nationwide Mutual Insurance Company
Vice President and Assistant Treasurer
N/A
Mark E. Hartman
Associate Vice President and Assistant Secretary of Nationwide Mutual Insurance Company
Associate Vice President and Assistant Secretary
N/A
Kathy R. Richards
Associate Vice President and Assistant Secretary of Nationwide Mutual Insurance Company
Associate Vice President and Assistant Secretary
N/A
Keith W. Hinze
Assistant Secretary of Nationwide Mutual Insurance Company
Assistant Secretary
N/A
(b)
BlackRock Investment Management, LLC (“BlackRock”) acts as subadviser to the Nationwide S&P 500 Index Fund, Nationwide Small Cap Index Fund, Nationwide Mid Cap Market Index Fund, Nationwide Bond Index Fund, Nationwide International Index Fund, Nationwide Multi-Cap Portfolio and Nationwide Bond Portfolio. To the knowledge of the Registrant, the directors and officers of BlackRock have not been engaged in any other business or profession of a substantial nature during the past two fiscal years other than in their capacities as a director or officer of affiliated entities.
(c)
Nationwide Asset Management, LLC (“NWAM”) acts as subadviser to the Nationwide Bond Fund and Nationwide Inflation-Protected Securities Fund. To the knowledge of the Registrant, the directors and officers of NWAM have not been engaged in any other business or profession of a substantial nature during the past two fiscal years other than in their capacities as a director or officer of affiliated entities.
10

(d)
Dreyfus Cash Investment Strategies, a division of BNY Mellon Investment Adviser, Inc. (“Dreyfus”), acts as subadviser to the Nationwide Government Money Market Fund. Dreyfus also acts as an investment adviser or subadviser to other investment companies. To the knowledge of the Registrant, the directors and officers of Dreyfus have not been engaged in any other business or profession of a substantial nature during the past two fiscal years other than in their capacities as a director or officer of affiliated entities.
(e)
Mellon Investments Corporation (formerly, BNY Mellon Asset Management North America Corporation) (“Mellon”) acts as subadviser to the Nationwide Dynamic U.S. Growth Fund, Nationwide Mellon Disciplined Value Fund and Nationwide NYSE Arca Tech 100 Index Fund. To the knowledge of the Registrant, the directors and officers of Mellon have not been engaged in any other business or profession of a substantial nature during the past two fiscal years other than in their capacities as a director or officer of affiliated entities.
(f)
Brown Capital Management, LLC (“Brown Capital”) acts as subadviser to the Nationwide Small Company Growth Fund. To the knowledge of the Registrant, the directors and officers of Brown Capital have not been engaged in any other business or profession of a substantial nature during the past two fiscal years other than in their capacities as a director, officer, employee, partner, or trustee of affiliated entities.
(g)
UBS Asset Management (Americas) Inc. (“UBS AM”) acts as subadviser to the Nationwide Global Sustainable Equity Fund. To the knowledge of the Registrant, the directors and officers of UBS AM have not been engaged in any other business or profession of a substantial nature during the past two fiscal years other than in their capacities as a director or officer of affiliated entities.
(h)
Thompson, Siegel & Walmsley LLC (“TSW”) acts as subadviser to the Nationwide Core Plus Bond Fund. To the knowledge of the Registrant, the directors and officers of TSW have not been engaged in any other business or profession of a substantial nature during the past two fiscal years other than in their capacities as a director or officer of affiliated entities.
(i)
Bailard, Inc. (“Bailard”) acts as subadviser to the Nationwide Bailard Cognitive Value Fund, Nationwide Bailard Technology & Science Fund and Nationwide Bailard International Equities Fund. To the knowledge of the Registrant, the directors and officers of Bailard have not been engaged in any other business or profession of a substantial nature during the past two fiscal years other than in their capacities as a director or officer of affiliated entities. Bailard provides real estate services (such as identifying and recommending potential property acquisitions and dispositions, supervising day-to-day property management and providing real estate research) to a client that is an affiliated private real estate investment trust.
(j)
Geneva Capital Management LLC (“Geneva”) acts as subadviser to the Nationwide Geneva Mid Cap Growth Fund and Nationwide Geneva Small Cap Growth Fund. To the knowledge of the Registrant, the directors and officers of Geneva have not been engaged in any other business or profession of a substantial nature during the past two fiscal years other than in their capacities as a director or officer of affiliated entities.
(k)
Aberdeen Standard Alternative Funds Limited (“Aberdeen Standard”) acts as subadviser to the Nationwide Emerging Markets Debt Fund. To the knowledge of the Registrant, the directors and officers of Aberdeen Standard have not been engaged in any other business or profession of a substantial nature during the past two fiscal years other than in their capacities as a director or officer of affiliated entities.
(l)
Amundi Asset Management US, Inc. (“Amundi AM US”) acts as subadviser to the Nationwide Amundi Global High Yield Fund and Nationwide Amundi Strategic Income Fund.  Except as noted below, the directors and officers of Amundi AM US have not been engaged in any other business or profession of a substantial nature during the past two fiscal years other than in their capacities as a director or officer of affiliated entities.

Name and Position with APIAM
Other Company
Position with Other Company
Lisa Jones
CEO
The Investment Company Institute
Member- Board of Governors
 
MIT Sloan Finance Group Advisory Board
Member

11

Ken Taubes
CIO
Kerem Shalom
Member of Finance Committee
 
Suffolk University MSF Advisory Board
Board Member
Gregg Dooling
CFO
Raising a Reader Massachusetts
Member of Finance and Audit Committee
 
Raising a Reader Massachusetts
Chair of Board of Trustees
(m)
Wellington Management Company LLP (“Wellington Management”) acts as subadviser to the Nationwide International Small Cap Fund and Nationwide Fund. Wellington Management is an investment adviser registered under the Investment Advisers Act of 1940. During the past two fiscal years, no partner of Wellington Management has engaged in any other business, profession, vocation or employment of a substantial nature other than that of the business of investment management.
(n)
Loomis, Sayles & Company, L.P. (“Loomis Sayles”) acts as subadviser to the Nationwide Loomis All Cap Growth Fund, Nationwide Loomis Core Bond Fund and Nationwide Loomis Short Term Bond Fund. The address of Loomis Sayles is One Financial Center, Boston, MA 02111.  Loomis Sayles is an investment adviser registered under the Investment Advisers Act of 1940.  Except as noted below, the directors and officers of Loomis Sayles have not been engaged in any other business or profession of a substantial nature during the past fiscal years, other than in their capacities as a director or officer of affiliated entities.

Name and Position with Loomis Sayles
Name and Principal Business Address of Other Company
Connection with Other Company
Kevin P. Charleston
Chairman, Chief Executive Officer, President and Director
Loomis Sayles Funds I
888 Boylston Street, Boston, MA 02199
Trustee, President and Chief Executive Officer
 
Loomis Sayles Funds II
888 Boylston Street, Boston, MA 02199
Trustee
 
Natixis Funds Trust I
888 Boylston Street, Boston, MA 02199
Trustee
 
Natixis Funds Trust II
888 Boylston Street, Boston, MA 02199
Trustee
 
Natixis Funds Trust IV
888 Boylston Street, Boston, MA 02199
Trustee
 
Natixis ETF Trust
888 Boylston Street, Boston, MA 02199
Trustee
 
Gateway Trust
888 Boylston Street, Boston, MA 02199
Trustee
 
Loomis Sayles Distributors, Inc.
One Financial Center, Boston, MA 02111
Director

12

 
Loomis Sayles Investments Limited
The Economist Plaza, 25 St. James’s Street, London, England SW1A 1 HA
Executive Vice President
 
Loomis Sayles Trust Company, LLC
One Financial Center, Boston, MA 02111
Manager and President
 
Loomis Sayles Investments Asia Pte. Ltd.
10 Collyer Quay #14-06, Ocean Financial Centre, Singapore 049315
Director
 
Loomis Sayles Operating Services, LLC
One Financial Center, Boston, MA 02111
Chairman and President
Matthew J. Eagan
Executive Vice President and Director
None
None
Daniel J. Fuss
Vice Chairman, Executive Vice President and Director
Loomis Sayles Funds I
888 Boylston Street, Boston, MA 02199
Executive Vice President
 
Loomis Sayles Funds II
888 Boylston Street, Boston, MA 02199
Executive Vice President
John F. Gallagher III
Executive Vice President and Director
Loomis Sayles Distributors, Inc.
One Financial Center, Boston, MA 02111
President
 
Loomis Sayles Distributors, L.P.
One Financial Center, Boston, MA 02111
President
John R. Gidman
Executive Vice President, Chief Operating Officer and Director
Loomis Sayles Solutions, LLC
(dissolved)
One Financial Center, Boston, MA 02111
President (2003-2020)
David L. Giunta
Director
Natixis Investment Managers
888 Boylston Street, Boston, MA 02199
President and Chief Executive Officer, US
 
Natixis Advisors, L.P.
888 Boylston Street, Boston, MA 02199
President and Chief Executive Officer
 
Natixis Distribution Corporation
888 Boylston Street, Boston, MA 02199
Chairman, President and Chief Executive Officer
 
Natixis Distribution, L.P.
888 Boylston Street, Boston, MA 02199
President and Chief Executive Officer
 
Loomis Sayles Funds I
888 Boylston Street, Boston, MA 02199
Trustee and Executive Vice President

13

 
Loomis Sayles Funds II
888 Boylston Street, Boston, MA 02199
Trustee, President and Chief Executive Officer
 
Natixis Funds Trust I
888 Boylston Street, Boston, MA 02199
Trustee, President and Chief Executive Officer
 
Natixis Funds Trust II
888 Boylston Street, Boston, MA 02199
Trustee, President and Chief Executive Officer
 
Natixis Funds Trust IV
888 Boylston Street, Boston, MA 02199
Trustee, President and Chief Executive Officer
 
Natixis ETF Trust
888 Boylston Street, Boston, MA 02199
Trustee, President and Chief Executive Officer
 
Natixis ETF Trust II
888 Boylston Street,
Boston, MA 02199
Trustee, President and Chief Executive Officer
 
Gateway Trust
888 Boylston Street, Boston, MA 02199
Trustee, President and Chief Executive Officer
Aziz V. Hamzaogullari
Executive Vice President, Chief Investment Officer of the Growth Equity Strategies and Director
None
None
Maurice Leger
Director of Global Institutional Services,
Executive Vice President and Director
Loomis Sayles Trust Company, LLC
One Financial Center, Boston, MA 02111
Manager
Jean S. Loewenberg
Executive Vice President, General Counsel, Secretary and Director
Loomis Sayles Distributors, Inc.
One Financial Center, Boston, MA 02111
Director
 
Loomis Sayles Investments Limited
The Economist Plaza, 25 St. James’s Street, London, England SW1A 1 HA
General Counsel and Secretary
 
Loomis Sayles Trust Company, LLC
One Financial Center, Boston, MA 02111
Manager and Secretary
Jaehoon Park
Executive Vice President, Chief Investment Officer and Director
None
None
Jean Raby
Director
Natixis Investment Managers
888 Boylston Street, Boston, MA 02199
Chief Executive Officer
Richard G. Raczkowski
Executive Vice President and Director
None
None
John F. Russell
Executive Vice President and Director
None
None

14

Paul J. Sherba
Executive Vice President, Chief Financial Officer and Director
Loomis Sayles Distributors, Inc.
One Financial Center, Boston, MA 02111
Vice President and Treasurer
 
Loomis Sayles Distributors, L.P.
One Financial Center, Boston, MA 02111
Vice President and Treasurer
 
Loomis Sayles Trust Company, LLC
One Financial Center, Boston, MA 02111
Manager and Chief Financial Officer
 
Loomis Sayles Investments Asia Pte. Ltd.
10 Collyer Quay #14-06, Ocean Financial Centre, Singapore 049315
Director
 
Loomis Sayles Investments Limited
The Economist Plaza, 25 St. James’s Street, London, England SW1A 1 HA
Chief Financial Officer and Treasurer
Elaine M. Stokes
Executive Vice President and Director
None
None
David L. Waldman
Executive Vice President, Deputy Chief Investment Officer and Director
None
None
(o)
Diamond Hill Capital Management, Inc. (“Diamond Hill”) acts as subadviser to the Nationwide Diamond Hill Large Cap Concentrated Fund. Diamond Hill is an investment adviser registered under the Investment Advisers Act of 1940. To the knowledge of the Registrant, the directors and officers of Diamond Hill have not been engaged in any other business or profession of a substantial nature during the past two fiscal years other than in their capacities as a director or officer of affiliated entities.
(p)
WCM Investment Management (“WCMIM”) acts as subadviser to the Nationwide WCM Focused Small Cap Fund. WCMIM is an investment adviser registered under the Investment Advisers Act of 1940. To the knowledge of the Registrant, the directors and officers of WCMIM have not been engaged in any other business or profession of a substantial nature during the past two fiscal years other than in their capacities as a director or officer of affiliated entities.
(q)
Allianz Global Investors U.S. LLC (“Allianz”) acts as subadviser to the Nationwide AllianzGI International Growth Fund. Allianz is an investment adviser registered under the Investment Advisers Act of 1940. To the knowledge of the Registrant, the directors and officers of Allianz have not been engaged in any other business or profession of a substantial nature during the past two fiscal years other than in their capacities as a director or officer of affiliated entities.
(r)
Western Asset Management Company, LLC (“Western Asset”) acts as subadviser to the Nationwide Multi-Cap Portfolio.  Western Asset is a direct wholly-owned subsidiary of Legg Mason, Inc. (“Legg Mason”) and an indirect wholly-owned subsidiary of Franklin Resources, Inc. (“Resources”) and is registered as an investment adviser under the Advisers Act. During the past two fiscal years, the directors and officers of Western Asset have not been engaged in any business, profession, vocation or employment of a substantial nature other than as directors or officers of Legg Mason and/or Resources, other Legg Mason and/or Resources subsidiaries, and/or other Legg Mason and/or Resources sponsored investment companies. The names and titles of the officers and directors of Western Asset are listed in Schedules A and D of Form ADV filed by Western Asset pursuant to the Advisers Act, the text of which Schedules are incorporated herein by reference (SEC File No. 801-8162). Western Asset is located at 385 E. Colorado Blvd, Pasadena, CA 91101.

15

Name
Position(s) at Western Asset
Other Position(s) Held
James W. Hirschmann III
President and Chief Executive Officer, Western Asset (Chairman)
Director, Western Asset Mortgage Capital Corporation
Jennifer Johnson
Non-Employee Director
None
Matthew Nicholls
Non-Employee Director
None
Jennifer W. Murphy
Chief Operating Officer, Western Asset (Executive Director)
Former Director, Brandywine Global Investment Management (Europe) Limited
   
Former Director, Legg Mason International Equities Limited
   
Former Member, Legg Mason Political Action Committee
   
Former Manager, Brandywine Global Investment Management, LLC
   
Director and Chief Executive Officer, Western Asset Mortgage Capital Corporation
Jed A. Plafker
Non-Employee Director
None
Marzo Bernardi
Director of Client Services and Marketing
None
Dennis McNamara
Director of Global Portfolio Operations
None
Charles A. Ruys de Perez
Secretary and General Counsel
Director, Western Asset Holdings (Australia) Pty Ltd
   
Director, Western Asset Management Company Pty Ltd
   
Director, Western Asset Management Company Ltd
   
Director, Western Asset Management Company Pte. Ltd
   
Director, Western Asset Management Company Limited
Kevin Ehrlich
Chief Compliance Officer
None
(s)
American Century Investment Management, Inc. (“American Century”) acts as a subadvisor to the Nationwide American Century Small Cap Income Fund. Except as listed below, the directors and officers of American Century have not been engaged in any other business or profession of a substantial nature during the past two fiscal years other than in their capacities of director or officer of affiliated entities.

Name and Position with American Century
Other Company
Positions with Other Company
Christopher Chen
Vice President
Baring Asset Management
Director and Client Portfolio Manager
Richard Adams
Vice President
Columbia Threadneedle Investments
Director and Client Portfolio Manager

16

Charles Tan
Senior Vice President and Co-CIO,
Global Fixed Income
Aberdeen Standard Investments
Head of North American Fixed Income
Jason Greenblath
Vice President
Aberdeen Standard Investments
Head of US Investment Grade Credit
Alex Lepinsky
Vice President
Deutsche Bank
Senior Portfolio Manager and Senior Trader
(t)
GQG Partners LLC (“GQG”) acts as subadvisor to the Nationwide GQG US Quality Equity Fund. Except as noted below, the directors and officers of GQG have not been engaged in any other business or profession of a substantial nature during the past two fiscal years other than in their capacities as a director or officer of affiliated entities.

Name and Position with
Investment Adviser
Name and Principal Business
Address of Other Company
Connection with Other Company
Rajiv Jain, Chairman and Chief Investment Officer
GQG Partners Community Empowerment Foundation
450 East Las Olas Blvd, Suite 750
Fort Lauderdale, FL 33301
Sole Member, Director
Tim Carver, Chief Executive Officer
GQG Partners Community Empowerment Foundation
450 East Las Olas Blvd, Suite 750
Fort Lauderdale, FL 33301
Director
 
Hycroft, LLC
100 Park Avenue, 16th Floor
New York, NY 10017
Director
Melodie Zakaluk, Chief Operating Officer
GQG Global UCITS ICAV
2nd Floor
5 Earlsfort Terrace
Dublin D2
Ireland
Director
 
GQG Partners (Australia) Pty Ltd
Level 10, 68 Pitt Street
Sydney NSW 2000
Director
Salvatore DiGangi, Global Head of Compliance and Chief Compliance Officer
UBS O’Connor LLC
One North Wacker Drive, 31st Floor
Chicago, IL 60606
Officer [from 08/2018 to 06/2019]
Frederick Sherley, General Counsel
Compass Integrated Counsel, PLLC
140 Lakeside Ave, Suite A-99
Seattle, WA 98122
Owner [from 08/2018 to 07/2019]
(u)
Newton Investment Management North America, LLC (“Newton US”) acts as a subadvisor to the Nationwide BNY Mellon Disciplined Value Fund and Nationwide BNY Mellon Dynamic U.S. Core Fund. The directors and officers of Newton US have not been engaged in any other business or profession of substantial nature during the past two fiscal years.
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(v)
Janus Capital Management LLC (“Janus”) acts as a subadviser to the Nationwide Multi-Cap Portfolio. Janus is an investment adviser registered under the Investment Advisers Act of 1940. To the knowledge of the Registrant, the officers of Janus have not been engaged in any other business or profession of a substantial nature during the past two fiscal years other than in their capacities as a director or officer or other employee of affiliated entities, including sponsor funds.
ITEM 32. PRINCIPAL UNDERWRITERS
(a)
Nationwide Fund Distributors LLC, the principal underwriter of the Trust, also acts as principal underwriter for Nationwide Variable Insurance Trust.
(b)
Herewith is the information required by the following table with respect to each director, officer or partner of NFD.  The address for the persons listed below, except where otherwise noted, is One Nationwide Plaza, Columbus, OH 43215.

Name:
Position with NFD:
Position with Registrant:
Michael S. Spangler
Chairman, Director and President
President, Chief Executive Officer and Principal Executive Officer
Holly A. Butson
Chief Compliance Officer
N/A
Lee T. Cummings
Vice President
Treasurer, Principal Financial Officer, Senior Vice President and Head of Fund Operations
David A. Conner
Associate Vice President and Assistant Treasurer
N/A
Kathy R. Richards
Associate Vice President and Secretary
N/A
Jennifer T. Grinstead
Chief Marketing Officer
N/A
(c)
Not applicable.
ITEM 33. LOCATION OF ACCOUNTS AND RECORDS
J.P. Morgan Investor Services Co.
1 Beacon Street
Boston, Massachusetts 02108-3002
Nationwide Funds Group
One Nationwide Plaza
Columbus, OH 43215
ITEM 34. MANAGEMENT SERVICES
Not applicable.
ITEM 35. UNDERTAKINGS
Not applicable.





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SIGNATURES
Pursuant to the requirements of the Investment Company Act of 1940, as amended, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Columbus, and State of Ohio, on this 22nd day of September, 2021.

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











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