POS AMI 1 nmfposami.htm

1940 Act File No. 811-08495
 
 
AS FILED WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION ON MARCH 8, 2022
 
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM N-1A
 
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
 
Amendment No. 288
 
(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. 288 (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. 287 to the Registrant’s Registration Statement on Form N-1A, filed with the U.S. Securities and Exchange Commission (the “Commission”) on February 25, 2022 under the 1940 Act (Accession No. 0001193125-22-054072) (“Amendment No. 287”) as pertaining to Part B of the Nationwide Multi-Cap Portfolio and Part B of the Nationwide Bond Portfolio (each a “Fund” and together, the “Funds”), each 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 audited Financial Statement and the Report of Independent Registered Public Accounting Firm of the Fund for the fiscal year ended October 31, 2021, as filed with the Commission on January 14, 2022 (Accession No. 0001839673-22-000002) contained in the Annual Report of the Registrant, dated October 31, 2021, is incorporated herein by reference.

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





NATIONWIDE MUTUAL FUNDS
Nationwide Bond Portfolio

Amendment dated March 8, 2022
to the Statement of Additional Information (“SAI”) dated February 25, 2022

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.

Effective immediately, the information under the heading “Additional Information on Portfolio Instruments, Strategies and Investment Policies – Foreign Securities” beginning on page 19 of the SAI is amended to include the following:
Risks Related to Russian Invasion of Ukraine. In late February 2022, Russian military forces invaded Ukraine, significantly amplifying already existing geopolitical tensions among Russia, Ukraine, Europe, NATO, and the West. Russia’s invasion, the responses of countries and political bodies to Russia’s actions, and the potential for wider conflict may increase financial market volatility and could have severe adverse effects on regional and global economic markets, including the markets for certain securities and commodities such as oil and natural gas. Following Russia’s actions, various countries, including the U.S., Canada, the United Kingdom, Germany, and France, as well as the European Union, issued broad-ranging economic sanctions against Russia. The sanctions consist of the prohibition of trading in certain Russian securities and engaging in certain private transactions, the prohibition of doing business with certain Russian corporate entities, large financial institutions, officials and oligarchs, and the freezing of Russian assets. The sanctions include a commitment by certain countries and the European Union to remove selected Russian banks from the Society for Worldwide Interbank Financial Telecommunications, commonly called “SWIFT,” the electronic network that connects banks globally, and imposed restrictive measures to prevent the Russian Central Bank from undermining the impact of the sanctions. A number of large corporations and U.S. states have also announced plans to divest interests or otherwise curtail business dealings with certain Russian businesses.
The imposition of these current sanctions (and potential further sanctions in response to continued Russian military activity) and other actions undertaken by countries and businesses may adversely impact various sectors of the Russian economy, including but not limited to, the financials, energy, metals and mining, engineering, and defense and defense-related materials sectors. Such actions also may result in the decline of the value and liquidity of Russian securities, a weakening of the ruble, and could impair the ability of the Fund to buy, sell, receive, or deliver those securities. Moreover, the measures could adversely affect global financial and energy markets and thereby negatively affect the value of the Fund's investments beyond any direct exposure to Russian issuers or those of adjoining geographic regions. In response to sanctions, the Russian Central Bank raised its interest rates and banned sales of local securities by foreigners. Russia may take additional counter measures or retaliatory actions, which may further impair the value and liquidity of Russian securities and Fund investments. Such actions could, for example, include restricting gas exports to other countries, seizure of U.S. and European residents' assets, or undertaking or provoking other military conflict elsewhere in Europe, any of which could exacerbate negative consequences on global financial markets and the economy. The actions discussed above could have a negative effect on the performance of funds that have exposure to Russia. While diplomatic efforts have been ongoing, the conflict between Russia and Ukraine is currently unpredictable and has the potential to result in broadened military actions. The duration of ongoing hostilities and corresponding sanctions and related events cannot be predicted and may result in a negative impact on performance and the value of Fund investments, particularly as it relates to Russia exposure.
Due to difficulties transacting in impacted securities, the Fund may experience challenges liquidating the applicable positions to continue to seek the Fund’s investment objective. Additionally, due to current and potential future sanctions or potential market closure impacting the ability to trade Russian securities, the Fund may experience higher transaction costs.







PLEASE RETAIN THIS AMENDMENT FOR FUTURE REFERENCE








NATIONWIDE MUTUAL FUNDS
Nationwide Multi-Cap Portfolio

Amendment dated March 8, 2022
to the Statement of Additional Information (“SAI”) dated February 25, 2022

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.

Effective immediately, the information under the heading “Additional Information on Portfolio Instruments, Strategies and Investment Policies – Foreign Securities” beginning on page 18 of the SAI is amended to include the following:
Risks Related to Russian Invasion of Ukraine. In late February 2022, Russian military forces invaded Ukraine, significantly amplifying already existing geopolitical tensions among Russia, Ukraine, Europe, NATO, and the West. Russia’s invasion, the responses of countries and political bodies to Russia’s actions, and the potential for wider conflict may increase financial market volatility and could have severe adverse effects on regional and global economic markets, including the markets for certain securities and commodities such as oil and natural gas. Following Russia’s actions, various countries, including the U.S., Canada, the United Kingdom, Germany, and France, as well as the European Union, issued broad-ranging economic sanctions against Russia. The sanctions consist of the prohibition of trading in certain Russian securities and engaging in certain private transactions, the prohibition of doing business with certain Russian corporate entities, large financial institutions, officials and oligarchs, and the freezing of Russian assets. The sanctions include a commitment by certain countries and the European Union to remove selected Russian banks from the Society for Worldwide Interbank Financial Telecommunications, commonly called “SWIFT,” the electronic network that connects banks globally, and imposed restrictive measures to prevent the Russian Central Bank from undermining the impact of the sanctions. A number of large corporations and U.S. states have also announced plans to divest interests or otherwise curtail business dealings with certain Russian businesses.
The imposition of these current sanctions (and potential further sanctions in response to continued Russian military activity) and other actions undertaken by countries and businesses may adversely impact various sectors of the Russian economy, including but not limited to, the financials, energy, metals and mining, engineering, and defense and defense-related materials sectors. Such actions also may result in the decline of the value and liquidity of Russian securities, a weakening of the ruble, and could impair the ability of the Fund to buy, sell, receive, or deliver those securities. Moreover, the measures could adversely affect global financial and energy markets and thereby negatively affect the value of the Fund's investments beyond any direct exposure to Russian issuers or those of adjoining geographic regions. In response to sanctions, the Russian Central Bank raised its interest rates and banned sales of local securities by foreigners. Russia may take additional counter measures or retaliatory actions, which may further impair the value and liquidity of Russian securities and Fund investments. Such actions could, for example, include restricting gas exports to other countries, seizure of U.S. and European residents' assets, or undertaking or provoking other military conflict elsewhere in Europe, any of which could exacerbate negative consequences on global financial markets and the economy. The actions discussed above could have a negative effect on the performance of funds that have exposure to Russia. While diplomatic efforts have been ongoing, the conflict between Russia and Ukraine is currently unpredictable and has the potential to result in broadened military actions. The duration of ongoing hostilities and corresponding sanctions and related events cannot be predicted and may result in a negative impact on performance and the value of Fund investments, particularly as it relates to Russia exposure.
Due to difficulties transacting in impacted securities, the Fund may experience challenges liquidating the applicable positions to continue to seek the Fund’s investment objective. Additionally, due to current and potential future sanctions or potential market closure impacting the ability to trade Russian securities, the Fund may experience higher transaction costs.






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)
   
 (c)
   
 (d)
     
 (1)
   
 (e)
     
 (1)
   
 (f)
       
   
 (g)
   
 (h)
     
 (1)
   
 (i)
   
 (j)



   
 (k)
   
 (l)
   
 (m)
     
 (1)
   
 (n)
   
 (o)
     
 (1)
   
 (p)
   
 (q)
     
 (1)
   
 (r)
   
 (s)
   
(t)



   
(u)
   
(v)
   
(w)
   
(x)
     
(e)
(1)
   
 (a)
 
 (2)
(f)
Not applicable.
(g)
Custodian Agreement
 
 (1)
   
 (a)
   
 (b)
   
 (c)
   
 (d)
   
(e)
 
 (2)



 
 (3)
 
 (4)
 
 (5)
 
 (6)
   
(h)
(1)
 
 (2)
   
 (a)
 
 (3)
 
 (4)
   
 (a)
   
 (b)
   
 (c)
 
 (5)
 
 (6)
 
 (7)



   
 
 (8)
 
(9)
(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)
 
 (8)
 
 (9)
Code of Ethics Amundi Asset Management US, Inc., revised July 2021, previously filed as Exhibit EX-28.p.9. with the Trust’s registration statement on February 18, 2022, is hereby incorporated by reference.
 
 (10)



 
 (11)
 
 (12)
 
 (13)
 
 (14)
 
 (15)
 
 (16)
 
(17)
 
 (18)
 
 (19)
 
 (20)
 
 (21)
 
(22)
 
(23)
(q)
 (1)
 
 (2)
 
 (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 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 of Nationwide Securities, LLC
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
Kevin D. Grether
Senior 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
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
David A. Conner
Associate Vice President and Assistant Treasurer of Nationwide Mutual Insurance Company
Associate Vice President and Assistant Treasurer
N/A



Gayle L. Donato
Associate Vice President and Assistant Treasurer of Nationwide Mutual Insurance Company
Associate Vice President and Assistant Treasurer
N/A
Hope C. Hacker
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
David A. Garman
Vice President-Enterprise Governance & Finance Legal of Nationwide Mutual Insurance Company
Vice President and Assistant Secretary
N/A
Mark E. Hartman
Associate Vice President and Assistant Secretary of Nationwide Mutual Insurance Company
Assistant Secretary
N/A
David Dokko
Assistant Secretary of Nationwide Mutual Insurance Company
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.
(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 (“Mellon”) acts as subadviser to the Nationwide BNY Mellon Dynamic U.S. Core Fund, Nationwide BNY 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)
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.
(i)
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.
(j)
Aberdeen Standard Alternative Funds Limited (“Aberdeen ASAFL”) acts as subadviser to the Nationwide Emerging Markets Debt Fund. To the knowledge of the Registrant, the directors and officers of ASAFL 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)
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
Ken Taubes
CIO
Kerem Shalom
Member of Finance Committee
 
Suffolk University MSF Advisory Board
Board Member
 
Suffolk University
Trustee and Member of the Investment Committee
Gregg Dooling
CFO
Raising a Reader Massachusetts
Member of Finance and Audit Committee
 
Raising a Reader Massachusetts
Chair of Board of Trustees
(l)
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.
(m)
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
 
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
Director, Chairman and President
 
NIM-os, LLC                                           One Financial Center, Boston, MA 02111
Director, 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 (2003 to 2021)
 
Loomis Sayles Funds II
888 Boylston Street, Boston, MA 02199
Executive Vice President (2003 to 2021)
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)



 
Loomis Sayles Operating Services, LLC, One Financial Center, Boston, MA 02111
Director and Chief Executive Officer
 
NIM-os, LLC                                          
One Financial Center, Boston, MA 02111
Director and Chief Executive Officer
David L. Giunta
Director
Natixis Investment Managers
888 Boylston Street, Boston, MA 02199
President and Chief Executive Officer, US
 
Natixis Advisors, LLC
888 Boylston Street, Boston, MA 02199
President and Chief Executive Officer
 
Compliance, Risk and Internal Control Committee  (formerly knowns as Natixis Distribution Corporation)
888 Boylston Street, Boston, MA 02199
Chairman, President and Chief Executive Officer
 
Natixis Distribution, LLC
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
 
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
 
Loomis Sayles Operating Services, LLC, One Financial Center, Boston, MA 02111
Director and General Counsel
 
NIM-os, LLC                                           One Financial Center, Boston, MA 02111
Director and General Counsel
Richard G. Raczkowski
Executive Vice President and Director
None
None
John F. Russell
Executive Vice President and Director
None
None
Susan Sieker
Executive Vice President, Chief Financial Officer and Director (2021)
Loomis Sayles Investments Limited
The Economist Plaza, 25 St. James’s Street, London, England SW1A 1 HA
Chief Financial Officer
 
Loomis Sayles Trust Company, LLC
One Financial Center, Boston, MA 02111
Manager and Chief Financial Officer
 
NIM-os, LLC                                           One Financial Center, Boston, MA 02111
Director
Elaine M. Stokes
Executive Vice President and Director
None
None
David L. Waldman
Executive Vice President, Deputy Chief Investment Officer (2013-2021), Chief Investment Officer (2021) and Director
None
None
 (n)
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.
(o)
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.
(p)
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.


(q)
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 last 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.

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
(r)
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
Alex Lepinsky
Vice President
Deutsche Bank
Senior Portfolio Manager and Senior Trader
Miguel Cota
Vice President
BlackRock
Senior Credit Trader
Peter VanGelderen
Vice President
Guggenheim Partners
Co-Head of Structured Credit Group
John Pack
General Counsel and Senior Vice President
The Bank of New York Mellon
Chief Legal Officer of Investment and Wealth Management
(s)
GQG Partners LLC (“GQG”) acts as subadvisor to the Nationwide GQG US Quality Equity Fund.  The principal address of GQG is 450 East Las Olas Boulevard, Suite 750, Fort Lauderdale, Florida 33301. GQG is an investment adviser registered under the Investment Advisers Act of 1940, as amended.  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 GQG
Name and Principal Business
Address of Other Company
Connection with Other Company
Rajiv Jain, Chairman, Chief Investment Officer and Manager
GQG Partners Community Empowerment Foundation*
450 East Las Olas Blvd, Suite 750
Fort Lauderdale, FL 33301
Sole Member; Director (August 2018 - April 2021)
 
GQG Partners Inc.*
450 East Las Olas Blvd, Suite 750
Fort Lauderdale, FL 33301
Executive Chairman, Chief Investment Officer (Oct 2021 – present)
Tim Carver, Chief Executive Officer and Manager
GQG Partners Community Empowerment Foundation*
450 East Las Olas Blvd, Suite 750
Fort Lauderdale, FL 33301
Director (August 2018 -- April 2021)
 
GQG Partners Inc.*
450 East Las Olas Blvd, Suite 750
Fort Lauderdale, FL 33301
Chief Executive Officer, Executive Director (Oct 2021 – present)
 
Hycroft, LLC
100 Park Avenue, 16th Floor
New York, NY 10017
Director
Melodie Zakaluk,
Chief Financial Officer and Manager
GQG Global UCITS ICAV
2nd Floor, 5 Earlsfort Terrace
Dublin D2
Ireland
Director
 
GQG Partners Inc.*
450 East Las Olas Blvd, Suite 750
Fort Lauderdale, FL 33301
Chief Financial Officer (Oct 2021 – present)
 
GQG Partners (Australia) Pty Ltd*
Level 10, 68 Pitt Street
Sydney NSW 2000
Director



Charles Falck
Chief Operating Officer
Vontobel Asset Management AG
Genferstrasse 27, 8002
Zurich
Switzerland
Global Chief Operating Officer (employment prior to joining GQG in August 2021)
 
GQG Partners Inc.*
450 East Las Olas Blvd, Suite 750
Fort Lauderdale, FL 33301
Chief Operating Officer, (Oct 2021 – present)
Sal DiGangi, Global Chief Compliance Officer
GQG Partners Inc.*
450 East Las Olas Blvd, Suite 750
Fort Lauderdale, FL 33301
Global Chief Compliance Officer (Oct 2021 – present)
Frederick H. Sherley, General Counsel and Secretary
GQG Partners Inc.*
450 East Las Olas Blvd, Suite 750
Fort Lauderdale, FL 33301
General Counsel and Corporate Secretary (Oct 2021 – present)
* Affiliated entity
(t)
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.
(u)
Janus Henderson Investors US 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.
(v)  Goldman Sachs Asset Management, L.P. (“GSAM”) is an indirect wholly owned subsidiary of The Goldman Sachs Group, Inc. and serves as a subadviser the the Nationwide Multi-Cap Portfolio. GSAM is engaged in the investment advisory business. GSAM is part of The Goldman Sachs Group, Inc., a public company that is a bank holding company, financial holding company and a world-wide, full-service financial services organization. GSAM Holdings LLC is the general partner and principal owner of GSAM. To the knowledge of the Registrant, the directors and officers of GSAM 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.
(w)  Insight North America LLC (“Insight”) acts as a subadvisor to the Nationwide BNY Mellon Core Plus Bond ESG Fund. The directors and officers of Insight have not been engaged in any other business or profession of a substantial nature during the past two fiscal years.
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



Ewan T. Roswell
Associate Vice President and Assistant Treasurer
N/A
Denise L. Skingle
Senior Vice President and Secretary
N/A
Jennifer L. Monnin
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.







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 8th day of March, 2022.

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