Form 485BPOS NATIONWIDE MUTUAL FUNDS

Item 15.

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

 

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

 

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

 

Item 16.

Exhibits.  The following exhibits are incorporated by reference to the Registrant’s previously filed registration statements on Form N-1A or Form N-14, as noted below:

(1)

Copies of the charter of the Registrant now in effect;

(a)

(2)

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

(a)

(3)

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

Not Applicable.

(4)

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

(a)

Plan of Reorganization, between the Registrant, on behalf of Nationwide Diamond Hill Large Cap Concentrated Fund and Nationwide GQG US Quality Equity Fund. (“Plan of Reorganization”), is filed herewith as Exhibit EX-16.4.a.

(5)

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

(a)

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

(6)

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

(a)

(i)

(b)

(i)

(c)

(i)

(d)

Subadvisory Agreements

(i)

(1)

(ii)

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

(1)

(iii)

(iv)

(1)

(v)

(1)

(vi)

(1)

(vii)

(1)

(viii)

(1)

(ix)

(x)

(1)

(xii)

(xiii)

(1)

(xiv)

(xv)

(1)

(xvi)

(xvii)

(1)

(xviii)

(xix)

(xx)

(xxi)

(1)

(xxii)

(xxiii)

(xxiv)

(xxv)

(7)

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

(a)

(i)

(b)

(8)

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

Not Applicable.

(9)

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

(a)

(i)

(ii)

(iii)

(iv)

(v)

(b)

(c)

(d)

(e)

(f)

(g)

(10)

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

(a)

(b)

(11)

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

(a)

(12)

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

(a)

(13)

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

(a)

(i)

(b)

(i)

(c)

(d)

(a)

(b)

(c)

(d)

(e)

(f)

(g)

(h)

(i)

(14)

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

 Not Applicable

(15)

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

Not Applicable

(16)

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

Not Applicable

(b)

(17)

Any additional exhibits which the Registrant may wish to file.

(a)

(b)

(c)

(d)

(e)

(f)

(g)

(h)

(i)

(j)

(k)

(l)

(m)

(n)

(o)

(p)

(q)

(r)

(s)

(t)

(u)

(v)

(w)

Item 17.

Undertakings

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

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

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

NATIONWIDE MUTUAL FUNDS

BY: /s/ Allan J. Oster

        Allan J. Oster, Attorney-In Fact for Registrant

Signature & Title

 

Lee Cummings, President,

Chief Executive Officer and Principal Executive Officer

 

David Majewski, Treasurer and
Principal Financial Officer

 

Lorn C. Davis, Trustee

Barbara I. Jacobs, Trustee

 

Keith F. Karlawish, Trustee and Chairman

 

Carol A. Kosel, Trustee

 

Douglas F. Kridler, Trustee

 

M. Diane Koken, Trustee

 

David E. Wezdenko, Trustee

Charlotte Petersen, Trustee

 

Kristina Bradshaw, Trustee

*BY:

Allan J. Oster, Attorney-In-Fact