Form POS AMI NATIONWIDE MUTUAL FUNDS

EXPLANATORY NOTE

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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:

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

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.

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.

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.

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

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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.

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.

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.

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.

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).

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.

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.

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.

¹ Information provided is as of June 30, 2021.

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.

¹ Information provided is as of June 30, 2021.

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

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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

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PART C

OTHER INFORMATION

ITEM 28. EXHIBITS

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

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.

ITEM 32. PRINCIPAL UNDERWRITERS

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 22^nd day of September, 2021.

EX-28.d.4.e

THIS AGREEMENT is made and entered into effective the 22nd day of July, 2021, by and among NATIONWIDE MUTUAL FUNDS (the “Trust”), a Delaware statutory trust, NATIONWIDE FUND ADVISORS (the “Adviser”) a Delaware business trust registered under the Investment Advisers Act of 1940, as amended (the “Advisers Act”), and THOMPSON, SIEGEL & WALMSLEY LLC, a limited liability company under the laws of the State of Delaware (the “Subadviser”), and also registered under the Advisers Act.

W I T N E S S E T H:

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

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

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

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

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

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

Feb 2021

more other investment companies and to fiduciary or other managed accounts and that the Adviser and the Trust cannot object to such activities.

The Adviser shall perform quarterly and annual tax compliance tests to ensure that

Feb 2021

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

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

The Subadviser will establish a written procedure for proxy voting in compliance with current applicable rules and regulations, including but not limited to Rule 30b1-4 under the 1940 Act.  The Subadviser will provide the Adviser or its designee, a copy of such procedure and establish a process for the timely distribution of the Subadviser’s voting record with respect to the Fund’s securities and other information necessary for

Feb 2021

the Fund to complete information required by Form N-1A under the 1940 Act and the Securities Act of 1933, as amended (the “Securities Act”), Form N-PX under the 1940 Act, and Form N-CSR under the Sarbanes-Oxley Act of 2002, as amended, respectively.

Feb 2021

Subadviser determines in good faith that such commission was reasonable in relation to the value of the brokerage and research services provided by such Broker viewed in terms of either that particular transaction or the overall responsibility of the Subadviser with respect to the accounts as to which it exercises investment discretion.

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

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

Feb 2021

is required to maintain the Fund’s Records under the Advisers Act or other applicable law and except that the Subadviser, at its own expense, is entitled to make and keep a copy of the Fund’s Records for its internal files.  The Fund’s Records shall be available to the Adviser or the Trust at any time upon reasonable request during normal business hours and shall be available for telecopying promptly to the Adviser during any day that the Fund is open for business as set forth in the Prospectus. The Adviser shall make available to the Subadviser, and shall use its best efforts to cause the Trust to make available to the Subadviser, books and records of the Adviser and the Trust for inspection and copying as may be reasonably necessary in order for the Subadviser to adequately provide its duties under this Agreement.

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

Feb 2021

or omission is required by and taken in reliance upon instructions given to the authorized custodian(s) by a representative of the Subadviser properly authorized (pursuant to written instruction by the Adviser) to give such instructions.

Feb 2021

litigation and other extraordinary or non-recurring expenses.  The Trust or the Adviser, as the case may be, shall reimburse the Subadviser for any expenses of the Fund or the Adviser as may be reasonably incurred by such Subadviser on behalf of the Fund or the Adviser.  The Subadviser shall keep and supply to the Trust and the Adviser reasonable records of all such expenses.

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

Feb 2021

and/or that part or parts provided or offered to clients, in each case as required under the Advisers Act and rules thereunder, and the information contained therein is accurate and complete in all material respects and does not omit to state any material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading.

Feb 2021

appointment of a subadviser with respect to assets of each of the Trust’s mutual fund series, including without limitation the Adviser’s entering into and performing this Agreement.

Feb 2021

for any losses that may be sustained in the purchase, holding or sale of Subadviser Assets.  The Adviser shall exercise its best judgment in rendering its obligations in accordance with the terms of this Agreement, but otherwise (except as set forth in Section 10(c) below), in the absence of willful misfeasance, bad faith or gross negligence on the part of the Adviser or a reckless disregard of its duties hereunder, the Adviser, any of its Affiliates and each of the Adviser’s Controlling Persons, if any, shall not be subject to any liability to the Subadviser, for any act or omission in the case of, or connected with, rendering services hereunder or for any losses that may be sustained in the purchase, holding or sale of Subadviser Assets.  Notwithstanding the foregoing, nothing herein shall relieve the Adviser and the Subadviser from any of their obligations under applicable law, including, without limitation, the federal and state securities laws and the CEA.

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

Feb 2021

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

Feb 2021

review the Subadviser’s performance of its duties under this Agreement.  Nothing contained in this Agreement shall obligate the Adviser to provide any funding or other support for the purpose of directly or indirectly promoting investments in the Fund.

Feb 2021

Each party will maintain and enforce safety and physical security procedures with respect to its access and maintenance of cinfidential information that (i) are at least equal to industry standards for such types of locations, (ii) are in accordance with reasonable policies in these regards, and (iii) provide reasonably appropriate technical and organizational safeguards against accidental or unlawful destruction, loss, alteration or unauthorized disclosure or access of confidential information under this Agreement.  Without limiting the generality of the foregoing, each party will take all reasonable measures to secure and defend its location and equipment against cyber-attacks, “hackers” and others, both internal and external, who may seek, without authorization, to modify or access its systems or information found therein. Each party will periodically test its systems for potential areas where security could be breached.  Each party will report to the other party promptly any breaches of security or unauthorized access to its systems that it detects or becomes aware of that would require notification to consumers and/or regulators, as may be required by applicable federal and/or state laws.  Each party will use reasonable and diligent efforts to remedy such breach of securitiy or unauthorized access in a timely manner.

Thompson, Siegel & Walmsley LLC

Nationwide Fund Advisors

One Nationwide Plaza

Mail Code 5-02-210R

Columbus, OH 43215

Attention:  Legal Department

Feb 2021

Nationwide Mutual Funds

One Nationwide Plaza

Mail Code 5-02-210R

Columbus, OH 43215

Attention:  Legal Department

Feb 2021

appendices, contains the entire understanding and agreement of the parties with respect to the subject matter hereof

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

Feb 2021

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

EXHIBIT A

SUBADVISORY AGREEMENT

AMONG

NATIONWIDE MUTUAL FUNDS,

NATIONWIDE FUND ADVISORS

AND THOMPSON, SIEGEL & WALMSLEY LLC

Effective July 22, 2021*

*As approved at the Board of Trustees Meeting held on June 14-16, 2021.

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

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

ACCOUNT DOCUMENT IS NOT REQUIRED TO BE, AND HAS NOT BEEN, FILED WITH THE COMMISSION.  THE COMMODITY FUTURES TRADING COMMISSION DOES NOT PASS UPON THE MERITS OF PARTICIPATING IN A TRADING PROGRAM OR UPON THE ADEQUACY OR ACCURACY OF COMMODITY TRADING ADVISOR DISCLOSURE.  CONSEQUENTLY, THE COMMODITY FUTURES TRADING COMMISSION HAS NOT REVIEWED OR APPROVED THIS TRADING PROGRAM OR THIS BROCHURE OR ACCOUNT DOCUMENT.

	TRUST NATIONWIDE MUTUAL FUNDS
	By:/s/ Christopher Graham_______________________
	Name: Christopher Graham______________________
	Title: Vice President and Chief Investment Officer_____
	ADVISER NATIONWIDE FUND ADVISORS
	By:/s/ Christopher Graham_______________________
	Name: Christopher Graham______________________
	Title: Vice President and Chief Investment Officer_____
	SUBADVISER NEWTON INVESTMENT MANAGEMENT NORTH AMERICA, LLC
	By: /s/ Michael Germano_________________________
	Name: Michael Germano_________________________
	Title: CEO, Active Management___________________

May 3, 2021

BAILARD, INC. CODE OF ETHICS AND BUSINESS CONDUCT

This Code of Ethics and Business Conduct (“Code”) sets forth legal and ethical standards of conduct for the employees of Bailard, Inc. and its affiliated entities (the “Firm” or ”Bailard”). This Code is intended to promote the conduct of each employee and the Firm with high standards of integrity and compliance with all applicable laws and regulations.

This Code applies to all Firm employees. This Code does not apply to the independent directors or advisory council members of Bailard’s affiliated entities.

The Firm holds all employees to a high standard of integrity and business practice. To properly serve our clients, the Firm strives to avoid or to manage conflicts of interest or the appearance of conflicts of interest. The Firm requires that you, as an employee of the Firm, hold yourself to its high standards to protect its reputation for ethical conduct.

You must, at all times, conduct yourself in a lawful, honest, and ethical manner; place the interest of clients first; display loyalty, honesty, fairness, and good faith toward clients; avoid taking inappropriate advantage of any position of trust or responsibility; and maintain the confidentiality of client and proprietary information.

At all times, you must place the interest of clients first and avoid activities and relationships that might interfere with the duty to make decisions in the best interests of our clients. When trading, conduct all personal securities transactions in full compliance with this Code, including these ethical principles and standards of business conduct.

If you have any doubts about whether any conduct complies with the letter or the spirit of this Code, please consult with the CCO, the President, or the CRO. We will make every effort to preserve the confidentiality of such discussions, and in no event will there be retaliation for any report of a possible violation of this Code. As a rule of thumb, when in doubt, please err on the side of caution and ask questions, disclose information, and report any concerns.

For your guidance, some of the most important legal concepts within which we operate are mentioned below.

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Bailard prohibits all employees from trading in their accounts or in accounts under their direct or indirect control (see discussion below regarding beneficial interest), either personally or on behalf of others, while in possession of material, nonpublic information. This includes trading in accounts managed on behalf of Bailard’s clients. Further, Bailard prohibits all employees from communicating material, nonpublic information to others in violation of the law. You are required to follow the policies and procedures set forth in our Insider Trading Policy. In addition, under our Personal Trading Policy, you are subject to certain pre-clearance and reporting requirements.

Page 3 of 5

Bailard holds its employees to high ethical standards and strictly prohibits any giving or receipt of things of value that are designed to improperly influence the recipient. All employees are subject to our Gifts & Entertainment Policy and our Political Contributions Policy.

Bailard and its officers, directors, employees, and agents are prohibited from engaging in any prohibited foreign trade practices under the Foreign Corrupt Practices Act, including making corrupt payments to foreign government officials for the purpose of obtaining or retaining business. Employees are subject to our Anti-Bribery and Corruption Policy.

You are prohibited from serving on the board of directors of a publicly-traded company without prior authorization by the CCO, the CRO, or the President, which authorization shall be based upon a determination that the board service would not be in conflict with the interests of the Firm or any client. Notify Compliance when you are seeking approval to serve as a Director.

You must request written preapproval from the President or the CCO prior to serving as an employee, officer, consultant, director, adviser, or trustee of any other entity, trust, or organization. Approval of such activities might be withheld if the President or the CCO determines that your service would not be in the best interest of the Firm or its clients. The CCO will request preapproval from the President or the CRO. The President will review the CCO’s certifications.

Careful adherence to this Code is one of the primary conditions of employment at Bailard, Inc. You may be required to give up any profit or other benefit realized from any transaction in violation of this Code, and, in appropriate cases, be subject to other sanctions up to and including reprimands, trading restrictions, or fines. Suspensions or termination of employment may be imposed for conduct inconsistent with this Code as well. Retaliation against persons reporting violations will not be tolerated and may be grounds for sanctions. In addition, as pointed out in the preamble to this Code, certain violations of this Code may also involve violations of law with the possibility of civil or criminal penalties.

Bailard requires employees to comply with all laws, rules, and regulations applicable to the Firm whenever and wherever it does business. Employees are expected to use good judgment and common sense in seeking to comply with all applicable laws, rules, and regulations and to ask for advice when uncertain about them.

If you become aware of the violation of any law, rule, or regulation by the Firm, whether by its employees or any third party doing business on behalf of the Firm, or you become aware of any violation of this Code, it is your responsibility to report the matter to the CCO or the President.

While it is Bailard’s desire to address matters internally, nothing in this Code prohibits you from reporting potential violations of federal law or regulation to any governmental agency or

Page 4 of 5

entity, including but not limited to the Department of Justice, the SEC, or any agency’s inspector general, or from making other disclosures that are protected under the whistleblower provisions of federal law or regulation. You do not need prior authorization from your supervisor, the President, the CCO, or any other person or entity affiliated with Bailard to make any such reports or disclosures.

You do not need to notify Bailard that they have made such reports or disclosures. Additionally, nothing in this Code prohibits you from recovering an award pursuant to a whistleblower program of a government agency or entity.

You shall not discharge, demote, suspend, threaten, harass or in any other manner discriminate or retaliate against an employee because she or he reports any such violation. This Code should not be construed to prohibit you from testifying, participating, or otherwise assisting in any state or federal administrative, judicial, or legislative proceeding or investigation.

Page 5 of 5

LOOMIS, SAYLES & CO., L.P.

LOOMIS SAYLES INVESTMENTS LIMITED

LOOMIS SAYLES INVESTMENTS ASIA PTE. LTD.

EFFECTIVE:
January 14, 2000

AS AMENDED:
December 16, 2020

1

Table of Contents

2

This Code of Ethics (“Code”) has been adopted by Loomis, Sayles & Co., L.P. (“Loomis US”), Loomis Sayles Investments Limited (“Loomis UK”) and Loomis Sayles Investments Asia Pte. Ltd. (“Loomis Asia”) (collectively (“Loomis Sayles”) to govern certain conduct of Loomis Sayles’ Supervised Persons and personal trading in securities and related activities of those individuals who have been deemed Access Persons thereunder, and under certain circumstances, those Access Persons’ family members and others in a similar relationship to them.

The policies in this Code reflect Loomis Sayles’ desire to detect and prevent not only situations involving actual or potential conflicts of interest or unethical conduct, but also those situations involving even the appearance of these.

It is the policy of Loomis Sayles that no Access Person or Supervised Person as such terms are defined under the Code, (please note that Loomis Sayles treats all employees as Access Persons) shall engage in any act, practice or course of conduct that would violate the Code, the fiduciary duty owed by Loomis Sayles and its personnel to Loomis Sayles’ clients, Rule 204A-1 under the Investment Advisers Act of 1940, as amended (the “Advisers Act”), the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), or the provisions of Section 17(j) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), and Rule 17j-1 there under. It is required that all Access Persons must comply with all applicable laws, rules and regulations including, but not limited to the Federal Securities Laws. The Investment Management Association of Singapore’s (“IMAS’”) Code of Ethics & Standards of Professional Conduct provides that Loomis Asia (as a member of IMAS) should have in place appropriate policies and internal controls governing personal dealing and appropriate structures in place to carry out monitoring and to ensure compliance. Therefore, all employees of Loomis Asia must also comply with the Securities and Futures Act, Chapter 289 of Singapore (the “Securities and Futures Act”), the Financial Advisers Act, Chapter 110 of Singapore (the “Financial Advisers Act”), and all other applicable Singapore laws, rules and regulations.

Under the requirements of the Financial Conduct Authority (FCA), there are Conduct Rules within the Senior Managers and Certification Regime (SM&CR) with which all employees of Loomis UK must comply. These rules are designed to improve the levels of responsibility and accountability, honesty and integrity, and to act at all times with due care, skill and diligence.

The Code is designed to comply with all of the above regulations.

The fundamental position of Loomis Sayles is, and has been, that it must at all times place the interests of its clients first. Accordingly, your personal financial transactions (and in some cases, those of your family members and others in a similar relationship to you) and related activities must be conducted consistently with this Code and in such a manner as to avoid any actual or potential conflict of interest or abuse of your position of trust and responsibility.

3

8

Explanatory Note: It is understood that there may be particular circumstances such as a news release, change of circumstance or similar event that may occur after a Research Analyst’s personal trade which gives rise to a need, or makes it appropriate, for the Research Analyst to issue a Recommendation on said Covered Security. A Research Analyst has an affirmative duty to make unbiased Recommendations and issue reports, both with respect to their timing and substance, without regard to his or her personal interest in the Covered Security. It would constitute a breach of a Research Analyst’s fiduciary duty and a violation of this Code to delay or fail to issue a Recommendation in order to avoid a conflict with this restriction.

Personal Trading Compliance will review any extenuating circumstances which may warrant the waiving of any remedial sanctions in a particular situation involving an inadvertent violation of this restriction.

•

Access Persons are prohibited from using a Recommendation for purposes of transacting in the Covered Security covered by the Recommendation in their personal accounts and other accounts covered by the Code until such time Loomis Sayles’ clients have completed their transactions in said securities in order to give priority to Loomis Sayles’ clients’ best interests.

Explanatory Note: Personal Trading Compliance utilizes various automated reports to monitor Access Persons’ trading in Covered Securities relative to Recommendations and associated client transactions. It also has various tools to determine whether a Recommendation has been reviewed by an Access Person. An Access Person’s trading in a Covered Security following a Recommendation and subsequent client trading in the same security and in the same direction will be deemed a violation of the Code unless Personal Trading Compliance determines otherwise.

4.11. Initial Public Offerings

Investing in Initial Public Offerings of Covered Securities is prohibited unless such opportunities are connected with your prior employment compensation (i.e. options, grants, etc.) or your spouse’s employment compensation. No Access Person may, directly or indirectly, purchase any securities sold in an Initial Public Offering without obtaining prior written approval from the Chief Compliance Officer.

4.12. Private Placement Transactions

No Access Person may, directly or indirectly, purchase any Covered Security offered and sold pursuant to a Private Placement Transaction, including hedge funds and Initial Coin Offerings, without obtaining the advance written approval of Personal Trading Compliance, the Chief Compliance Officer and the applicable Access Person’s supervisor or other appropriate

15

member of senior management. In addition to addressing potential conflicts of interest between the Access Person’s Private Placement Transaction and the firm’s clients’ best interests, the pre-clearance of Private Placements is designed to determine whether the Access Person may come into possession of material non-public information (“MNPI”) on a publically traded company as a result of the Private Placement.

A Private Placement Transaction approval must be obtained by completing an automated Private Placement Pre-clearance Form which can be found on the Legal and Compliance Intranet Homepage under ‘Personal Trading Compliance Forms’.

Explanatory Note: If you have been authorized to acquire a Covered Security in a Private Placement Transaction, you must disclose to Personal Trading Compliance if you are involved in a client’s subsequent consideration of an investment in the issuer of the Private Placement, even if that investment involves a different type or class of Covered Security. In such circumstances, the decision to purchase securities of the issuer for a client must be independently reviewed by an Investment Person with no personal interest in the issuer.

The purchase of additional shares, (including mandatory capital calls), or the subsequent sale (partial or full) of a previously approved Private Placement, must receive pre-clearance approval from the Chief Compliance Officer. In addition, all transactions in Private Placements must be reported quarterly and annually as detailed in Section 6 of the Code.

Explanatory Note: To submit a pre-clearance request for subsequent trade activity in a Private Placement, Access Persons must complete the automated Private Placement Pre-clearance Form which will be reviewed by Personal Trading Compliance to ensure there are no conflicts with any underlying Code provisions including the Short-Term Trading Rule.

4.13. Insider Trading

At the start of an Access Person’s engagement with Loomis Sayles, and annually thereafter, each Access Person must acknowledge his/her understanding of and compliance with the Loomis Sayles Insider Trading Policies and Procedures. The firm’s policy is to refrain from trading or recommending trading when in the possession of MNPI.

Some examples of MNPI may include:

•	Earnings estimates or dividend changes

•	Positive or negative forthcoming news about an issuer

•	Supplier discontinuances

•	Mergers or acquisitions

•	Regulatory Actions

If an Access Person receives or believes that he/she may have received MNPI with respect to a company, the Access Person must contact the Chief Compliance Officer or General Counsel immediately, and must not:

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WCM Investment Management

CODE OF ETHICS

_____________________________________

A copy of this Code of Ethics is maintained in WCM Document Library and Schwab Compliance Technologies (“Schwab CT”) and is accessible to each Supervised Person of WCM Investment Management (“WCM”) for reference. This Code is the property of WCM and its contents are confidential.

_____________________________________

WCM Investment Management

281 Brooks Street

Laguna Beach, CA 92651

949.380.0200

Reviewed and adopted: May 1, 2021

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