Form POS AMI NATIONWIDE MUTUAL FUNDS

January 2, 2026 5:25 PM EST
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 2, 2026
 
1940 Act File No. 811-08495


SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 
FORM N-1A
REGISTRATION STATEMENT
UNDER
THE INVESTMENT COMPANY ACT OF 1940
 
Amendment No. 317
(Check appropriate box or boxes)

 
NATIONWIDE MUTUAL FUNDS
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

ONE NATIONWIDE PLAZA
MAIL CODE 1-18-102
COLUMBUS, OHIO 43215
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICE) (ZIP CODE)
 
(614) 435-5787
Registrant’s Telephone Number, including Area Code

Send Copies of Communications to:
 
ALLAN J. OSTER, ESQ.
PRUFESH R. MODHERA, ESQ.
ONE NATIONWIDE PLAZA
STRADLEY RONON STEVENS & YOUNG, LLP
COLUMBUS, OHIO 43215
2000 K STREET, N.W., SUITE 700
(NAME AND ADDRESS OF AGENT FOR SERVICE)
WASHINGTON, DC 20006




EXPLANATORY NOTE

This Amendment No. 317 (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. 312 to the Registrant’s Registration Statement on Form N-1A, filed with the U.S. Securities and Exchange Commission (the “Commission”) on February 27, 2025 under the 1940 Act (Accession No. 0001193125-25-039128) (“Amendment No. 312”), as pertaining to Parts B of the Nationwide Bond Portfolio, Nationwide U.S. 130/30 Equity Portfolio, Nationwide Fundamental All Cap Equity Portfolio and Nationwide International Equity Portfolio, each a series of the Registrant, and Amendment No. 315 to the Registrant’s Registration Statement on Form N-1A, filed with the Commission on July 10, 2025 under the 1940 Act (Accession No. 00001193125-25-157578) (“Amendment No. 315”), as pertaining to Part B of the Nationwide Large Cap Equity Portfolio, also a series of the Registrant (together with Nationwide Bond Portfolio, Nationwide U.S. 130/30 Equity Portfolio, Nationwide Fundamental All Cap Equity Portfolio and Nationwide International Equity Portfolio, the “Funds”).

Parts A and Parts B of the Funds, as filed in Amendment No. 312 and in Amendment No. 315, as supplemented, are incorporated herein by reference.

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.


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

NATIONWIDE MUTUAL FUNDS
Nationwide Bond Portfolio
Nationwide Fundamental All Cap Equity Portfolio
Nationwide U.S. 130/30 Equity Portfolio

Amendment dated January 2, 2026
to the Statement of Additional Information (“SAI”) dated February 27, 2025

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.
Independent Trustees

1.
Effective December 31, 2025, all references to, and information regarding, Barbara I. Jacobs and Douglas F. Kridler in the SAI are deleted in their entirety.

2.
Effective immediately, the SAI is amended as follows:

a.
The following replaces the tables and accompanying footnotes under the heading “Independent Trustees” beginning on page 51 of the SAI:

Independent Trustees

Tracy Bollin
Year of Birth
Positions Held with Trust and Length of Time Served1
Number of Portfolios Overseen in the Nationwide Fund Complex
1970
Trustee since July 2025
113
Principal Occupation(s) During the Past Five Years (or Longer) From 2015 until 2021, Mr. Bollin served as Vice President and CFO of Principal Funds, Managing Director of Fund Operations for Principal Global Investors, and President of Principal Shareholder Services.
Other Directorships held During the Past Five Years2
Board member of On With Life since September 2024.
Experience, Qualifications, Attributes, and Skills for Board Membership
Mr. Bollin has held multiple roles in the financial services industry, including positions in capital markets, finance, operations, and as a board member.
Kristina Bradshaw
Year of Birth
Positions Held with Trust and Length of Time Served1
Number of Portfolios Overseen in the Nationwide Fund Complex
1980
Trustee since January 2023
113
Principal Occupation(s) During the Past Five Years (or Longer)
Retired. Ms. Bradshaw was a Portfolio Manager on the Dividend Value team at Invesco from August 2006 to August 2020. Prior to that, she was an investment banker in the Global Energy & Utilities group at Morgan Stanley from June 2002 to July 2004.
Other Directorships held During the Past Five Years2
Board Member of Southern Smoke Foundation from August 2020 to 2023, Board Member of Houston Ballet from July 2011 to present and President from July 2022 to July 2024 and Chair since July 2024, and Board Member of Hermann Park Conservancy from July 2011 to present, serving as Board Chair from 2020 to 2024.
Experience, Qualifications, Attributes, and Skills for Board Membership
Ms. Bradshaw has significant board experience; significant portfolio management experience in the investment management industry and is a Chartered Financial Analyst.


Lorn C. Davis
Year of Birth
Positions Held with Trust and Length of Time Served1
Number of Portfolios Overseen in the Nationwide Fund Complex
1968
Trustee since January 2021
113
Principal Occupation(s) During the Past Five Years (or Longer)
Mr. Davis has been a Managing Partner of College Hill Capital Partners, LLC (private equity) since June 2016. From September 1998 until May 2016, Mr. Davis originated and managed debt and equity investments for John Hancock Life Insurance Company (U.S.A.)/Hancock Capital Management, LLC, serving as a Managing Director from September 2003 through May 2016.
Other Directorships held During the Past Five Years2
Board Member of The Pine Street Inn from 2009 to present, Member of the Advisory Board (non-fiduciary) of Mearthane Products Corporation from 2021 to 2022, Trustee of The College of the Holy Cross since July 2022, and Member of Board of Managers of the College Circle Creamery Holdings since February 2023.
Experience, Qualifications, Attributes, and Skills for Board Membership
Mr. Davis has significant board experience; significant past service at a large asset management company and significant experience in the investment management industry. Mr. Davis is a Chartered Financial Analyst and earned a Certificate of Director Education from the National Association of Corporate Directors in 2008.
Keith F. Karlawish
Year of Birth
Positions Held with Trust and Length of Time Served1
Number of Portfolios Overseen in the Nationwide Fund Complex
1964
Trustee since March 2012; Chairman since January 2021
113
Principal Occupation(s) During the Past Five Years (or Longer)
Mr. Karlawish is a Partner, and Senior Wealth Advisor with Curi RMB Capital. Previously, he was Senior Director of Wealth Management with Curi Wealth Management which acquired Park Ridge Asset Management, LLC in August 2022. Prior to this time, Mr. Karlawish was a partner with Park Ridge Asset Management, LLC since December 2008 and also served as a portfolio manager. From May 2002 until October 2008, Mr. Karlawish was the President of BB&T Asset Management, Inc., and was President of the BB&T Mutual Funds and BB&T Variable Insurance Funds from February 2005 until October 2008.
Other Directorships held During the Past Five Years2
None
Experience, Qualifications, Attributes, and Skills for Board Membership
Mr. Karlawish has significant board experience, including past service on the boards of BB&T Mutual Funds and BB&T Variable Insurance Funds; significant executive experience, including past service at a large asset management company and significant experience in the investment management industry.
Carol A. Kosel
Year of Birth
Positions Held with Trust and Length of Time Served1
Number of Portfolios Overseen in the Nationwide Fund Complex
1963
Trustee since March 2013
113
Principal Occupation(s) During the Past Five Years (or Longer)
Retired. Ms. Kosel was a consultant to the Evergreen Funds Board of Trustees from October 2005 to December 2007. She was Senior Vice President, Treasurer, and Head of Fund Administration of the Evergreen Funds from April 1997 to October 2005.
Other Directorships held During the Past Five Years2
None
Experience, Qualifications, Attributes, and Skills for Board Membership
Ms. Kosel has significant board experience, including past service on the boards of Evergreen Funds and Sun Capital Advisers Trust; significant executive experience, including past service at a large asset management company and significant experience in the investment management industry.


Charlotte Tiedemann Petersen
Year of Birth
Positions Held with Trust and Length of Time Served1
Number of Portfolios Overseen in the Nationwide Fund Complex
1960
Trustee since January 2023
113
Principal Occupation(s) During the Past Five Years (or Longer)
Self-employed as a private real estate investor/principal since January 2011. Ms. Petersen served as Chief Investment Officer at Alexander Capital Management from April 2006 to December 2010. From July 1993 to June 2002, Ms. Petersen was a Portfolio Manager, Partner and Management Committee member of Denver Investment Advisors LLC.
Other Directorships held During the Past Five Years2
Investment Committee for the University of Colorado Foundation from February 2015 to June 2022.
Experience, Qualifications, Attributes, and Skills for Board Membership
Ms. Petersen has significant board experience including past service as a Trustee of Scout Funds and Director of Fischer Imaging, where she chaired committees for both entities; significant experience in the investment management industry and is a Chartered Financial Analyst.
David E. Wezdenko
Year of Birth
Positions Held with Trust and Length of Time Served1
Number of Portfolios Overseen in the Nationwide Fund Complex
1963
Trustee since January 2021
113
Principal Occupation(s) During the Past Five Years (or Longer)
Mr. Wezdenko is a Co-Founder and Managing Partner of Blue Leaf Ventures (venture capital firm, founded May 2018). From November 2008 until December 2017, Mr. Wezdenko was Managing Director of JPMorgan Chase & Co.
Other Directorships held During the Past Five Years2
Independent Trustee for National Philanthropic Trust from October 2021 to present and Board Member for Saint Vincent de Paul of Palm Beach County from May 2023 to present.
Experience, Qualifications, Attributes, and Skills for Board Membership
Mr. Wezdenko has significant board experience; significant past service at a large asset and wealth management company and significant experience in the investment management industry.

1
Length of time served includes time served with the Trust’s predecessors. The tenure of each Trustee is subject to the Board’s retirement policy, which states that a Trustee shall retire from the Boards of Trustees of the Trusts effective on December 31 of the calendar year during which he or she turns 75 years of age; provided this policy does not apply to a person who became a Trustee prior to September 11, 2019.
2
Directorships held in: (1) any other investment companies registered under the 1940 Act, (2) any company with a class of securities registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or (3) any company subject to the requirements of Section 15(d) of the Exchange Act, which are required to be disclosed in this SAI. In addition, certain other directorships not meeting the aforementioned requirements may be included for certain Trustees such as board positions on non-profit organizations.
Officers of the Trust

1.
Effective immediately, the SAI is amended as follows:

a.
The following replaces the table and accompanying footnotes under the heading “Officers of the Trust” beginning on page 53 of the SAI:

Joseph N. Aniano
Year of Birth
Positions Held with Funds and Length of Time Served
1978
President, Chief Executive Officer and Principal Executive Officer since November 2025
Principal Occupation(s) During the Past Five Years (or Longer)
Mr. Aniano is President and Chief Executive Officer of Nationwide Investment Management Group and is a Senior Vice President of Nationwide Mutual Insurance Company.1 He previously served as President of Nationwide Securities, LLC, and before that as Head of Investment Management Group Product Lifecycle Management.


Lee T. Cummings
Year of Birth
Positions Held with Funds and Length of Time Served
1963
Senior Vice President and Head of Fund Operations since December 2015
Principal Occupation(s) During the Past Five Years (or Longer)
Mr. Cummings is Senior Vice President and Head of Fund Operations of Nationwide Investment Management Group, and is a Vice President of Nationwide Mutual Insurance Company.1 He previously served as the Trust’s Treasurer and Principal Financial Officer, and served temporarily as the Trust’s President, Chief Executive Officer and Principal Executive Officer from September 2022 until March 2023.
David Majewski
Year of Birth
Positions Held with Funds and Length of Time Served
1976
Treasurer and Principal Financial Officer since September 2022
Principal Occupation(s) During the Past Five Years (or Longer)
Mr. Majewski is Senior Director, Financial Administration of Nationwide Investment Management Group. Mr. Majewski previously served as the Trust’s Assistant Secretary and Assistant Treasurer.
Nicholas T. Graham
Year of Birth
Positions Held with Funds and Length of Time Served
1982
Vice President and Chief Compliance Officer since December 2025
Principal Occupation(s) During the Past Five Years (or Longer)
Mr. Graham is Vice President of NFA and Chief Compliance Officer of NFA and the Trust. He previously served as AVP, Chief Compliance Officer for the Nationwide Office of Investments and its registered investment adviser, Nationwide Asset Management, LLC1.
Stephen R. Rimes
Year of Birth
Positions Held with Funds and Length of Time Served
1970
Secretary, Senior Vice President and General Counsel since December 2019
Principal Occupation(s) During the Past Five Years (or Longer)
Mr. Rimes is Vice President, Associate General Counsel and Secretary for Nationwide Investment Management Group, and Vice President of Nationwide Mutual Insurance Company.1 He previously served as Assistant General Counsel for Invesco from 2000-2019.
Christopher C. Graham
Year of Birth
Positions Held with Funds and Length of Time Served
1971
Senior Vice President, Head of Investment Strategies, Chief Investment Officer and Portfolio Manager since September 2016
Principal Occupation(s) During the Past Five Years (or Longer)
Mr. Graham is Senior Vice President, Head of Investment Strategies and Portfolio Manager for the Nationwide Funds Group, and is a Vice President of Nationwide Mutual Insurance Company.1
Benjamin Hoecherl
Year of Birth
Positions Held with Funds and Length of Time Served
1976
Senior Vice President, Head of Business and Product Development since December 2023
Principal Occupation(s) During the Past Five Years (or Longer)
Mr. Hoecherl is Vice President, Head of Business and Product Development for Nationwide Investment Management Group, and is a Vice President of Nationwide Mutual Insurance Company.1 He previously served as AVP for Nationwide ProAccount within Nationwide Retirement Solutions.

1
These positions are held with an affiliated person or principal underwriter of the Funds.

b.  The list of entities or people that are affiliates of both the Trust and Nationwide Fund Distributors LLC under the heading “Distributor” beginning on page 63 of the SAI is deleted in its entirety and replaced with the following:

Nationwide Fund Advisors
Nationwide Fund Management LLC
Nationwide Life Insurance Company
Nationwide Life and Annuity Insurance Company
Jefferson National Life Insurance Company
Jefferson National Life Insurance Company of New York
Nationwide Financial Services, Inc.
Nationwide Corporation
Nationwide Mutual Insurance Company
Christopher Graham
Nicholas T. Graham
Joseph N. Aniano
Lee T. Cummings
Stephen R. Rimes
David Majewski
Benjamin Hoecherl



PLEASE RETAIN THIS AMENDMENT FOR FUTURE REFERENCE


NATIONWIDE MUTUAL FUNDS
Nationwide International Equity Portfolio

Amendment dated January 2, 2026
to the Statement of Additional Information (“SAI”) dated February 27, 2025

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.
Independent Trustees

1.
Effective December 31, 2025, all references to, and information regarding, Barbara I. Jacobs and Douglas F. Kridler in the SAI are deleted in their entirety.

2.
Effective immediately, the SAI is amended as follows:

a.
The following replaces the tables and accompanying footnotes under the heading “Independent Trustees” beginning on page 34 of the SAI:

Independent Trustees
Tracy Bollin
Year of Birth
Positions Held with Trust and Length of Time Served1
Number of Portfolios Overseen in the Nationwide Fund Complex
1970
Trustee since July 2025
113
Principal Occupation(s) During the Past Five Years (or Longer) From 2015 until 2021, Mr. Bollin served as Vice President and CFO of Principal Funds, Managing Director of Fund Operations for Principal Global Investors, and President of Principal Shareholder Services.
Other Directorships held During the Past Five Years2
Board member of On With Life since September 2024.
Experience, Qualifications, Attributes, and Skills for Board Membership
Mr. Bollin has held multiple roles in the financial services industry, including positions in capital markets, finance, operations, and as a board member.
Kristina Bradshaw
Year of Birth
Positions Held with Trust and Length of Time Served1
Number of Portfolios Overseen in the Nationwide Fund Complex
1980
Trustee since January 2023
113
Principal Occupation(s) During the Past Five Years (or Longer)
Retired. Ms. Bradshaw was a Portfolio Manager on the Dividend Value team at Invesco from August 2006 to August 2020. Prior to that, she was an investment banker in the Global Energy & Utilities group at Morgan Stanley from June 2002 to July 2004.
Other Directorships held During the Past Five Years2
Board Member of Southern Smoke Foundation from August 2020 to 2023, Board Member of Houston Ballet from July 2011 to present and President from July 2022 to July 2024 and Chair since July 2024, and Board Member of Hermann Park Conservancy from July 2011 to present, serving as Board Chair from 2020 to 2024.
Experience, Qualifications, Attributes, and Skills for Board Membership
Ms. Bradshaw has significant board experience; significant portfolio management experience in the investment management industry and is a Chartered Financial Analyst.


Lorn C. Davis
Year of Birth
Positions Held with Trust and Length of Time Served1
Number of Portfolios Overseen in the Nationwide Fund Complex
1968
Trustee since January 2021
113
Principal Occupation(s) During the Past Five Years (or Longer)
Mr. Davis has been a Managing Partner of College Hill Capital Partners, LLC (private equity) since June 2016. From September 1998 until May 2016, Mr. Davis originated and managed debt and equity investments for John Hancock Life Insurance Company (U.S.A.)/Hancock Capital Management, LLC, serving as a Managing Director from September 2003 through May 2016.
Other Directorships held During the Past Five Years2
Board Member of The Pine Street Inn from 2009 to present, Member of the Advisory Board (non-fiduciary) of Mearthane Products Corporation from 2021 to 2022, Trustee of The College of the Holy Cross since July 2022, and Member of Board of Managers of the College Circle Creamery Holdings since February 2023.
Experience, Qualifications, Attributes, and Skills for Board Membership
Mr. Davis has significant board experience; significant past service at a large asset management company and significant experience in the investment management industry. Mr. Davis is a Chartered Financial Analyst and earned a Certificate of Director Education from the National Association of Corporate Directors in 2008.
Keith F. Karlawish
Year of Birth
Positions Held with Trust and Length of Time Served1
Number of Portfolios Overseen in the Nationwide Fund Complex
1964
Trustee since March 2012; Chairman since January 2021
113
Principal Occupation(s) During the Past Five Years (or Longer)
Mr. Karlawish is a Partner, and Senior Wealth Advisor with Curi RMB Capital. Previously, he was Senior Director of Wealth Management with Curi Wealth Management which acquired Park Ridge Asset Management, LLC in August 2022. Prior to this time, Mr. Karlawish was a partner with Park Ridge Asset Management, LLC since December 2008 and also served as a portfolio manager. From May 2002 until October 2008, Mr. Karlawish was the President of BB&T Asset Management, Inc., and was President of the BB&T Mutual Funds and BB&T Variable Insurance Funds from February 2005 until October 2008.
Other Directorships held During the Past Five Years2
None
Experience, Qualifications, Attributes, and Skills for Board Membership
Mr. Karlawish has significant board experience, including past service on the boards of BB&T Mutual Funds and BB&T Variable Insurance Funds; significant executive experience, including past service at a large asset management company and significant experience in the investment management industry.
Carol A. Kosel
Year of Birth
Positions Held with Trust and Length of Time Served1
Number of Portfolios Overseen in the Nationwide Fund Complex
1963
Trustee since March 2013
113
Principal Occupation(s) During the Past Five Years (or Longer)
Retired. Ms. Kosel was a consultant to the Evergreen Funds Board of Trustees from October 2005 to December 2007. She was Senior Vice President, Treasurer, and Head of Fund Administration of the Evergreen Funds from April 1997 to October 2005.
Other Directorships held During the Past Five Years2
None
Experience, Qualifications, Attributes, and Skills for Board Membership
Ms. Kosel has significant board experience, including past service on the boards of Evergreen Funds and Sun Capital Advisers Trust; significant executive experience, including past service at a large asset management company and significant experience in the investment management industry.


Charlotte Tiedemann Petersen
Year of Birth
Positions Held with Trust and Length of Time Served1
Number of Portfolios Overseen in the Nationwide Fund Complex
1960
Trustee since January 2023
113
Principal Occupation(s) During the Past Five Years (or Longer)
Self-employed as a private real estate investor/principal since January 2011. Ms. Petersen served as Chief Investment Officer at Alexander Capital Management from April 2006 to December 2010. From July 1993 to June 2002, Ms. Petersen was a Portfolio Manager, Partner and Management Committee member of Denver Investment Advisors LLC.
Other Directorships held During the Past Five Years2
Investment Committee for the University of Colorado Foundation from February 2015 to June 2022.
Experience, Qualifications, Attributes, and Skills for Board Membership
Ms. Petersen has significant board experience including past service as a Trustee of Scout Funds and Director of Fischer Imaging, where she chaired committees for both entities; significant experience in the investment management industry and is a Chartered Financial Analyst.
David E. Wezdenko
Year of Birth
Positions Held with Trust and Length of Time Served1
Number of Portfolios Overseen in the Nationwide Fund Complex
1963
Trustee since January 2021
113
Principal Occupation(s) During the Past Five Years (or Longer)
Mr. Wezdenko is a Co-Founder and Managing Partner of Blue Leaf Ventures (venture capital firm, founded May 2018). From November 2008 until December 2017, Mr. Wezdenko was Managing Director of JPMorgan Chase & Co.
Other Directorships held During the Past Five Years2
Independent Trustee for National Philanthropic Trust from October 2021 to present and Board Member for Saint Vincent de Paul of Palm Beach County from May 2023 to present.
Experience, Qualifications, Attributes, and Skills for Board Membership
Mr. Wezdenko has significant board experience; significant past service at a large asset and wealth management company and significant experience in the investment management industry.

1
Length of time served includes time served with the Trust’s predecessors. The tenure of each Trustee is subject to the Board’s retirement policy, which states that a Trustee shall retire from the Boards of Trustees of the Trusts effective on December 31 of the calendar year during which he or she turns 75 years of age; provided this policy does not apply to a person who became a Trustee prior to September 11, 2019.
2
Directorships held in: (1) any other investment companies registered under the 1940 Act, (2) any company with a class of securities registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or (3) any company subject to the requirements of Section 15(d) of the Exchange Act, which are required to be disclosed in this SAI. In addition, certain other directorships not meeting the aforementioned requirements may be included for certain Trustees such as board positions on non-profit organizations.
Officers of the Trust

1.
Effective immediately, the SAI is amended as follows:

a.
The following replaces the table and accompanying footnotes under the heading “Officers of the Trust” beginning on page 37 of the SAI:

Joseph N. Aniano
Year of Birth
Positions Held with Funds and Length of Time Served
1978
President, Chief Executive Officer and Principal Executive Officer since November 2025
Principal Occupation(s) During the Past Five Years (or Longer)
Mr. Aniano is President and Chief Executive Officer of Nationwide Investment Management Group and is a Senior Vice President of Nationwide Mutual Insurance Company.1 He previously served as President of Nationwide Securities, LLC, and before that as Head of Investment Management Group Product Lifecycle Management.


Lee T. Cummings
Year of Birth
Positions Held with Funds and Length of Time Served
1963
Senior Vice President and Head of Fund Operations since December 2015
Principal Occupation(s) During the Past Five Years (or Longer)
Mr. Cummings is Senior Vice President and Head of Fund Operations of Nationwide Investment Management Group, and is a Vice President of Nationwide Mutual Insurance Company.1 He previously served as the Trust’s Treasurer and Principal Financial Officer, and served temporarily as the Trust’s President, Chief Executive Officer and Principal Executive Officer from September 2022 until March 2023.
David Majewski
Year of Birth
Positions Held with Funds and Length of Time Served
1976
Treasurer and Principal Financial Officer since September 2022
Principal Occupation(s) During the Past Five Years (or Longer)
Mr. Majewski is Senior Director, Financial Administration of Nationwide Investment Management Group. Mr. Majewski previously served as the Trust’s Assistant Secretary and Assistant Treasurer.
Nicholas T. Graham
Year of Birth
Positions Held with Funds and Length of Time Served
1982
Vice President and Chief Compliance Officer since December 2025
Principal Occupation(s) During the Past Five Years (or Longer)
Mr. Graham is Vice President of NFA and Chief Compliance Officer of NFA and the Trust. He previously served as AVP, Chief Compliance Officer for the Nationwide Office of Investments and its registered investment adviser, Nationwide Asset Management, LLC1.
Stephen R. Rimes
Year of Birth
Positions Held with Funds and Length of Time Served
1970
Secretary, Senior Vice President and General Counsel since December 2019
Principal Occupation(s) During the Past Five Years (or Longer)
Mr. Rimes is Vice President, Associate General Counsel and Secretary for Nationwide Investment Management Group, and Vice President of Nationwide Mutual Insurance Company.1 He previously served as Assistant General Counsel for Invesco from 2000-2019.
Christopher C. Graham
Year of Birth
Positions Held with Funds and Length of Time Served
1971
Senior Vice President, Head of Investment Strategies, Chief Investment Officer and Portfolio Manager since September 2016
Principal Occupation(s) During the Past Five Years (or Longer)
Mr. Graham is Senior Vice President, Head of Investment Strategies and Portfolio Manager for the Nationwide Funds Group, and is a Vice President of Nationwide Mutual Insurance Company.1
Benjamin Hoecherl
Year of Birth
Positions Held with Funds and Length of Time Served
1976
Senior Vice President, Head of Business and Product Development since December 2023
Principal Occupation(s) During the Past Five Years (or Longer)
Mr. Hoecherl is Vice President, Head of Business and Product Development for Nationwide Investment Management Group, and is a Vice President of Nationwide Mutual Insurance Company.1 He previously served as AVP for Nationwide ProAccount within Nationwide Retirement Solutions.

1
These positions are held with an affiliated person or principal underwriter of the Funds.


b.  The list of entities or people that are affiliates of both the Trust and Nationwide Fund Distributors LLC under the heading “Distributor” beginning on page 44 of the SAI is deleted in its entirety and replaced with the following:

Nationwide Fund Advisors
Nationwide Fund Management LLC
Nationwide Life Insurance Company
Nationwide Life and Annuity Insurance Company
Jefferson National Life Insurance Company
Jefferson National Life Insurance Company of New York
Nationwide Financial Services, Inc.
Nationwide Corporation
Nationwide Mutual Insurance Company
Christopher Graham
Nicholas T. Graham
Joseph N. Aniano
Lee T. Cummings
Stephen R. Rimes
David Majewski
Benjamin Hoecherl



PLEASE RETAIN THIS AMENDMENT FOR FUTURE REFERENCE


NATIONWIDE MUTUAL FUNDS
Nationwide Large Cap Equity Portfolio

Amendment dated January 2, 2026
to the Statement of Additional Information (“SAI”) dated July 10, 2025

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.
Independent Trustees

1.
Effective December 31, 2025, all references to, and information regarding, Barbara I. Jacobs and Douglas F. Kridler in the SAI are deleted in their entirety.

2.
Effective immediately, the SAI is amended as follows:

a.
The following replaces the tables and accompanying footnotes under the heading “Independent Trustees” beginning on page 34 of the SAI:

Independent Trustees
Tracy Bollin
Year of Birth
Positions Held with Trust and Length of Time Served1
Number of Portfolios Overseen in the Nationwide Fund Complex
1970
Trustee since July 2025
113
Principal Occupation(s) During the Past Five Years (or Longer) From 2015 until 2021, Mr. Bollin served as Vice President and CFO of Principal Funds, Managing Director of Fund Operations for Principal Global Investors, and President of Principal Shareholder Services.
Other Directorships held During the Past Five Years2
Board member of On With Life since September 2024.
Experience, Qualifications, Attributes, and Skills for Board Membership
Mr. Bollin has held multiple roles in the financial services industry, including positions in capital markets, finance, operations, and as a board member.
Kristina Bradshaw
Year of Birth
Positions Held with Trust and Length of Time Served1
Number of Portfolios Overseen in the Nationwide Fund Complex
1980
Trustee since January 2023
113
Principal Occupation(s) During the Past Five Years (or Longer)
Retired. Ms. Bradshaw was a Portfolio Manager on the Dividend Value team at Invesco from August 2006 to August 2020. Prior to that, she was an investment banker in the Global Energy & Utilities group at Morgan Stanley from June 2002 to July 2004.
Other Directorships held During the Past Five Years2
Board Member of Southern Smoke Foundation from August 2020 to 2023, Board Member of Houston Ballet from July 2011 to present and President from July 2022 to July 2024 and Chair since July 2024, and Board Member of Hermann Park Conservancy from July 2011 to present, serving as Board Chair from 2020 to 2024.
Experience, Qualifications, Attributes, and Skills for Board Membership
Ms. Bradshaw has significant board experience; significant portfolio management experience in the investment management industry and is a Chartered Financial Analyst.


Lorn C. Davis
Year of Birth
Positions Held with Trust and Length of Time Served1
Number of Portfolios Overseen in the Nationwide Fund Complex
1968
Trustee since January 2021
113
Principal Occupation(s) During the Past Five Years (or Longer)
Mr. Davis has been a Managing Partner of College Hill Capital Partners, LLC (private equity) since June 2016. From September 1998 until May 2016, Mr. Davis originated and managed debt and equity investments for John Hancock Life Insurance Company (U.S.A.)/Hancock Capital Management, LLC, serving as a Managing Director from September 2003 through May 2016.
Other Directorships held During the Past Five Years2
Board Member of The Pine Street Inn from 2009 to present, Member of the Advisory Board (non-fiduciary) of Mearthane Products Corporation from 2021 to 2022, Trustee of The College of the Holy Cross since July 2022, and Member of Board of Managers of the College Circle Creamery Holdings since February 2023.
Experience, Qualifications, Attributes, and Skills for Board Membership
Mr. Davis has significant board experience; significant past service at a large asset management company and significant experience in the investment management industry. Mr. Davis is a Chartered Financial Analyst and earned a Certificate of Director Education from the National Association of Corporate Directors in 2008.
Keith F. Karlawish
Year of Birth
Positions Held with Trust and Length of Time Served1
Number of Portfolios Overseen in the Nationwide Fund Complex
1964
Trustee since March 2012; Chairman since January 2021
113
Principal Occupation(s) During the Past Five Years (or Longer)
Mr. Karlawish is a Partner, and Senior Wealth Advisor with Curi RMB Capital. Previously, he was Senior Director of Wealth Management with Curi Wealth Management which acquired Park Ridge Asset Management, LLC in August 2022. Prior to this time, Mr. Karlawish was a partner with Park Ridge Asset Management, LLC since December 2008 and also served as a portfolio manager. From May 2002 until October 2008, Mr. Karlawish was the President of BB&T Asset Management, Inc., and was President of the BB&T Mutual Funds and BB&T Variable Insurance Funds from February 2005 until October 2008.
Other Directorships held During the Past Five Years2
None
Experience, Qualifications, Attributes, and Skills for Board Membership
Mr. Karlawish has significant board experience, including past service on the boards of BB&T Mutual Funds and BB&T Variable Insurance Funds; significant executive experience, including past service at a large asset management company and significant experience in the investment management industry.
Carol A. Kosel
Year of Birth
Positions Held with Trust and Length of Time Served1
Number of Portfolios Overseen in the Nationwide Fund Complex
1963
Trustee since March 2013
113
Principal Occupation(s) During the Past Five Years (or Longer)
Retired. Ms. Kosel was a consultant to the Evergreen Funds Board of Trustees from October 2005 to December 2007. She was Senior Vice President, Treasurer, and Head of Fund Administration of the Evergreen Funds from April 1997 to October 2005.
Other Directorships held During the Past Five Years2
None
Experience, Qualifications, Attributes, and Skills for Board Membership
Ms. Kosel has significant board experience, including past service on the boards of Evergreen Funds and Sun Capital Advisers Trust; significant executive experience, including past service at a large asset management company and significant experience in the investment management industry.


Charlotte Tiedemann Petersen
Year of Birth
Positions Held with Trust and Length of Time Served1
Number of Portfolios Overseen in the Nationwide Fund Complex
1960
Trustee since January 2023
113
Principal Occupation(s) During the Past Five Years (or Longer)
Self-employed as a private real estate investor/principal since January 2011. Ms. Petersen served as Chief Investment Officer at Alexander Capital Management from April 2006 to December 2010. From July 1993 to June 2002, Ms. Petersen was a Portfolio Manager, Partner and Management Committee member of Denver Investment Advisors LLC.
Other Directorships held During the Past Five Years2
Investment Committee for the University of Colorado Foundation from February 2015 to June 2022.
Experience, Qualifications, Attributes, and Skills for Board Membership
Ms. Petersen has significant board experience including past service as a Trustee of Scout Funds and Director of Fischer Imaging, where she chaired committees for both entities; significant experience in the investment management industry and is a Chartered Financial Analyst.
David E. Wezdenko
Year of Birth
Positions Held with Trust and Length of Time Served1
Number of Portfolios Overseen in the Nationwide Fund Complex
1963
Trustee since January 2021
113
Principal Occupation(s) During the Past Five Years (or Longer)
Mr. Wezdenko is a Co-Founder and Managing Partner of Blue Leaf Ventures (venture capital firm, founded May 2018). From November 2008 until December 2017, Mr. Wezdenko was Managing Director of JPMorgan Chase & Co.
Other Directorships held During the Past Five Years2
Independent Trustee for National Philanthropic Trust from October 2021 to present and Board Member for Saint Vincent de Paul of Palm Beach County from May 2023 to present.
Experience, Qualifications, Attributes, and Skills for Board Membership
Mr. Wezdenko has significant board experience; significant past service at a large asset and wealth management company and significant experience in the investment management industry.

1
Length of time served includes time served with the Trust’s predecessors. The tenure of each Trustee is subject to the Board’s retirement policy, which states that a Trustee shall retire from the Boards of Trustees of the Trusts effective on December 31 of the calendar year during which he or she turns 75 years of age; provided this policy does not apply to a person who became a Trustee prior to September 11, 2019.
2
Directorships held in: (1) any other investment companies registered under the 1940 Act, (2) any company with a class of securities registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or (3) any company subject to the requirements of Section 15(d) of the Exchange Act, which are required to be disclosed in this SAI. In addition, certain other directorships not meeting the aforementioned requirements may be included for certain Trustees such as board positions on non-profit organizations.
Officers of the Trust

1.
Effective immediately, the SAI is amended as follows:

a.
The following replaces the table and accompanying footnotes under the heading “Officers of the Trust” beginning on page 37 of the SAI:

Joseph N. Aniano
Year of Birth
Positions Held with Funds and Length of Time Served
1978
President, Chief Executive Officer and Principal Executive Officer since November 2025
Principal Occupation(s) During the Past Five Years (or Longer)
Mr. Aniano is President and Chief Executive Officer of Nationwide Investment Management Group and is a Senior Vice President of Nationwide Mutual Insurance Company.1 He previously served as President of Nationwide Securities, LLC, and before that as Head of Investment Management Group Product Lifecycle Management.


Lee T. Cummings
Year of Birth
Positions Held with Funds and Length of Time Served
1963
Senior Vice President and Head of Fund Operations since December 2015
Principal Occupation(s) During the Past Five Years (or Longer)
Mr. Cummings is Senior Vice President and Head of Fund Operations of Nationwide Investment Management Group, and is a Vice President of Nationwide Mutual Insurance Company.1 He previously served as the Trust’s Treasurer and Principal Financial Officer, and served temporarily as the Trust’s President, Chief Executive Officer and Principal Executive Officer from September 2022 until March 2023.
David Majewski
Year of Birth
Positions Held with Funds and Length of Time Served
1976
Treasurer and Principal Financial Officer since September 2022
Principal Occupation(s) During the Past Five Years (or Longer)
Mr. Majewski is Senior Director, Financial Administration of Nationwide Investment Management Group. Mr. Majewski previously served as the Trust’s Assistant Secretary and Assistant Treasurer.
Nicholas T. Graham
Year of Birth
Positions Held with Funds and Length of Time Served
1982
Vice President and Chief Compliance Officer since December 2025
Principal Occupation(s) During the Past Five Years (or Longer)
Mr. Graham is Vice President of NFA and Chief Compliance Officer of NFA and the Trust. He previously served as AVP, Chief Compliance Officer for the Nationwide Office of Investments and its registered investment adviser, Nationwide Asset Management, LLC1.
Stephen R. Rimes
Year of Birth
Positions Held with Funds and Length of Time Served
1970
Secretary, Senior Vice President and General Counsel since December 2019
Principal Occupation(s) During the Past Five Years (or Longer)
Mr. Rimes is Vice President, Associate General Counsel and Secretary for Nationwide Investment Management Group, and Vice President of Nationwide Mutual Insurance Company.1 He previously served as Assistant General Counsel for Invesco from 2000-2019.
Christopher C. Graham
Year of Birth
Positions Held with Funds and Length of Time Served
1971
Senior Vice President, Head of Investment Strategies, Chief Investment Officer and Portfolio Manager since September 2016
Principal Occupation(s) During the Past Five Years (or Longer)
Mr. Graham is Senior Vice President, Head of Investment Strategies and Portfolio Manager for the Nationwide Funds Group, and is a Vice President of Nationwide Mutual Insurance Company.1
Benjamin Hoecherl
Year of Birth
Positions Held with Funds and Length of Time Served
1976
Senior Vice President, Head of Business and Product Development since December 2023
Principal Occupation(s) During the Past Five Years (or Longer)
Mr. Hoecherl is Vice President, Head of Business and Product Development for Nationwide Investment Management Group, and is a Vice President of Nationwide Mutual Insurance Company.1 He previously served as AVP for Nationwide ProAccount within Nationwide Retirement Solutions.

1
These positions are held with an affiliated person or principal underwriter of the Funds.


b.  The list of entities or people that are affiliates of both the Trust and Nationwide Fund Distributors LLC under the heading “Distributor” beginning on page 44 of the SAI is deleted in its entirety and replaced with the following:

Nationwide Fund Advisors
Nationwide Fund Management LLC
Nationwide Life Insurance Company
Nationwide Life and Annuity Insurance Company
Jefferson National Life Insurance Company
Jefferson National Life Insurance Company of New York
Nationwide Financial Services, Inc.
Nationwide Corporation
Nationwide Mutual Insurance Company
Christopher Graham
Nicholas T. Graham
Joseph N. Aniano
Lee T. Cummings
Stephen R. Rimes
David Majewski
Benjamin Hoecherl



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)
     
(1)
   
(d)
     
(1)
   
(e)
     
(1)
   
(f)
     
(1)
   
(g)
     
(1)
   
(h)
     
(1)

   
(i)
   
(j)
     
(1)
   
(k)
     
(1)
   
(l)
   
(m)
     
(1)
   
(n)
     
(1)
   
(o)
     
(1)

   
(p)
   
(q)
   
(r)
     
(1)
   
(s)
   
(t)
   
(u)
(e)
(1)
   
(a)
 
(2)
(f)
Not applicable.
(g)
Custodian Agreement
 
(1)
   
(a)
   
(b)

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

 
(4)
   
(a)
   
(b)
   
(c)
   
(d)
 
(5)
 
(6)
 
(7)
 
(8)
 
(9)
 
(10)
 
(11)
 
(12)
(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)
 
(10)
 
(11)
 
(12)
 
(13)
 
(14)

 
(15)
 
(16)
 
(17)
 
(18)
 
(19)
 
(20)
(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
Joseph N. Aniano
President and Chief Executive Officer of Nationwide Investment Management Group; Senior Vice President of Nationwide Mutual Insurance Company
President and Director
President, Chief Executive Officer and Principal Executive Officer
Lee T. Cummings
Senior Vice President and Head of Fund Operations of Nationwide Investment Management Group; Vice President of Nationwide Mutual Insurance Company
Senior Vice President
Senior Vice President and Head of Fund Operations

Kevin D. Grether
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
Kevin P. Scheiderer
Vice President, Chief Tax Officer of Nationwide Mutual Insurance Company
Vice President-Chief Tax Officer
N/A
Denise L. Skingle
Senior Vice President, Finance & Strategy Legal and Corporate Secretary 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 Investment Management Group; Vice President of Nationwide Mutual Insurance Company
Vice President, Associate General Counsel and Assistant Secretary
Secretary, Senior Vice President and General Counsel
Hope C. Hacker
Associate Vice President and Assistant Treasurer of Nationwide Mutual Insurance Company
Associate Vice President and Assistant Treasurer
N/A
Nathan Radabaugh
Associate Vice President and Assistant Treasurer of Nationwide Mutual Insurance Company
Associate Vice President and Assistant Treasurer
N/A
Anthony L. Sutch
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
Sr. Counsel, Corporate Governance and Assistant Secretary of Nationwide Mutual Insurance Company
Assistant Secretary
N/A
David Dokko
Sr. Counsel, Corporate Governance and Assistant Secretary of Nationwide Mutual Insurance Company
Assistant Secretary
N/A
John L. Carter
President and Chief Operating Officer of Nationwide Financial Services, Inc.
Director
N/A

Steve Hall
Associate Vice President, Investments and Risk Data Analytics Risk Monitoring
Associate Vice President-Derivatives Risk Manager
N/A
Tonya G. Walker
Associate Vice President and Assistant Treasurer of Nationwide Mutual Insurance Company
Associate Vice President and Assistant Treasurer
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 and Nationwide International Index Fund. 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 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, a division of Mellon Investments Corporation (“MIC”), acts as subadviser to the Nationwide Government Money Market Fund. MIC also acts as an investment adviser or subadviser to other investment companies. To the knowledge of the Registrant, the directors and officers of MIC 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 (“MIC”) acts as subadviser to the Nationwide NYSE Arca Tech 100 Index Fund. To the knowledge of the Registrant, the directors and officers of MIC 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)
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.
(g)
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.
(h)
Wellington Management Company LLP (“Wellington Management”) acts as subadviser to the Nationwide International Small Cap 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.
(i)
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
 
Natixis ETF Trust II
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 (dissolved 12/20/22)
Chairman and President (2020 -2022)
 
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 Operating Services, LLC, One Financial Center, Boston, MA 02111 (dissolved 12/20/22)
Director and Chief Executive Officer (2020 - 2022)
 
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
 
   
 
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
Kinji Kato
Director 6/17/22 to present)
Natixis Investment Managers Japan
Ark Hills South Tower 8F
4-5, Roppongi 1-chome, Minato-ku
Tokyo 106-0032
Japan
Honorary Chairman
Maurice Leger
Director of Global Institutional Services,
Executive Vice President and Director
Loomis Sayles Trust Company, LLC
One Financial Center, Boston, MA 02111
Manager
Rebecca O’Brien Radford
Executive Vice President, General Counsel, Secretary and Director (1/1/2023 to present)
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 (dissolved 12/20/22)
Director and Secretary (2020 - 2022)
 
NIM-os, LLC
One Financial Center, Boston, MA 02111
Director, General Counsel and Secretary
Richard G. Raczkowski
Executive Vice President and Director
None
None
     
Susan L. Sieker
Executive Vice President, Chief Financial Officer and Director (2021-present)
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
     
David L. Waldman
Executive Vice President, Deputy Chief Investment Officer (2013-2021), Chief Investment Officer (2021-present) and Director
None
None

(j)
WCM Investment Management, LLC (“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.
(k)
GQG Partners LLC (“GQG”) acts as subadviser to the Nationwide GQG US Quality Equity Fund.  Except as noted below, during past two fiscal years the directors and officers of GQG have not been engaged in any other business or profession of a substantial nature for his or her own account or in the capacity of director, officer, employee partner or trustee.

Name and Position with
Investment Adviser
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
GQG Partners Inc.*
450 East Las Olas Blvd, Suite 750
Fort Lauderdale, FL 33301
Executive Chairman, Chief Investment Officer

Tim Carver, Chief Executive Officer and Manager
GQG Partners Inc.*
450 East Las Olas Blvd, Suite 750
Fort Lauderdale, FL 33301
Chief Executive Officer, Executive Director
GQG Private Capital Solutions LLC*
909 A St, Suite 810
Tacoma, WA 98402
Manager, Chief Executive Officer (as of April 2024)
Melodie Zakaluk,
Chief Financial Officer and Manager
GQG Global UCITS ICAV
2nd Floor, 5 Earlsfort Terrace
Dublin D2
Ireland
Director (ended November 2022)
GQG Partners Inc.*
450 East Las Olas Blvd, Suite 750
Fort Lauderdale, FL 33301
Chief Financial Officer
GQG Partners (Australia) Pty Ltd*
Chifley Tower, Level 15.03
2 Chifley Square
Sydney, NSW 2000 Australia
Director
GQG Private Capital Solutions LLC*
909 A St, Suite 810
Tacoma, WA 98402
Manager, Chief Financial Officer (as of April 2024)
Charles Falck
Chief Operating Officer
GQG Partners Inc.*
450 East Las Olas Blvd, Suite 750
Fort Lauderdale, FL 33301
Chief Operating Officer
GQG Global UCITS ICAV
2nd Floor, 5 Earlsfort Terrace
Dublin D2
Ireland
Director (as of November 2022)
GQG Partners Ltd
Unit 12, Floor 7th,
Al Khatem Tower, ADGM Square,
Al Maryah Island,
Abu Dhabi, United Arab Emirates
Director (as of August 2023)
GQG Private Capital Solutions LLC*
909 A St, Suite 810
Tacoma, WA 98402
Chief Operating Officer (as of April 2024)
Sal DiGangi, Global Chief Compliance Officer
GQG Partners Inc.*
450 East Las Olas Blvd, Suite 750
Fort Lauderdale, FL 33301
Global Chief Compliance Officer
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
GQG Private Capital Solutions LLC*
909 A St, Suite 810
Tacoma, WA 98402
General Counsel and Secretary (as of April 2024)
* Affiliated entity

(l)
Newton Investment Management North America, LLC (“Newton US”) acts as a subadviser to the Nationwide BNY Mellon Dynamic U.S. Equity Income 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.
(m)
Goldman Sachs Asset Management, L.P. (“GSAM”) is an indirect wholly owned subsidiary of The Goldman Sachs Group, Inc. and serves as a subadviser to the Nationwide Bond Portfolio and portions of the Nationwide Fundamental All Cap Equity 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.
(n)
Invesco Advisers, Inc. (“Invesco”) acts as a subadviser to the Nationwide Invesco Core Plus Bond Fund (formerly, Nationwide BNY Mellon Core Plus Bond Fund and Nationwide BNY Mellon Core Plus Bond ESG Fund). Except as noted below, no director, officer, or partner of Invesco has 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.
The following table provides information with respect to the principal executive officer and the directors of Invesco.
Registrant's investment sub-adviser, Invesco is located at 1331 Spring Street NW, Suite 2500, Atlanta, GA 30309. In addition to providing sub-advisory services, Invesco, through its subsidiaries, engages in the business of investment management on an international basis. The directors, officers, or partners of Invesco have held, during the past two fiscal years, the following positions of a substantial nature.

Name
Position
Andrew R. Schlossberg
Director and Sr. Vice President
L. Allison Dukes
Director
Todd Kuehl
Chief Compliance Officer
Greg Ketron
Treasurer
Mark Gregson
Chief Accounting Officer and Controller
Terry Gibson Vacheron
Chief Financial Officer
Jeffrey H. Kupor
Director
Crissie M. Wisdom
Anti-Money Laundering Compliance Officer
Tony Wong
Director, President, Chief Executive Officer

(o)
Jacobs Levy Equity Management, Inc. (“Jacobs Levy”) acts as subadviser to the Nationwide U.S. 130/30 Equity Portfolio. To the knowledge of the Registrant, the directors and officers of Jacobs Levy 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)
Neuberger Berman Investment Advisers LLC (“NBIA”) acts as a subadviser to the Nationwide Fundamental All Cap Equity Portfolio. NBIA is an indirect subsidiary of Neuberger Berman Group LLC (“NBG”). The directors, officers and/or employees of NBIA, who are deemed “control persons,” of NBIA are: Joseph Amato, Ashok Bhatia, Kenneth deRegt, Douglas Kramer, and Stephen Wright. Mr. Amato is a Trustee of the Trust.
NBG’s voting equity is owned by NBSH Acquisition, LLC (“NBSH”). NBSH is owned by portfolio managers, members of the NBG’s management team, and certain of NBG’s key employees and senior professionals.
(q)
Los Angeles Capital Management LLC (“LA Capital”) acts as subadviser to the Nationwide International Equity Portfolio and the Nationwide Large Cap Equity Portfolio.
The following table includes any other business, profession, vocation or employment that officers or directors of the adviser have been engaged in the capacity of director, officer, employee, partner or trustee within the last two fiscal years.

Name
Outside Entity Name
Position Held
Thomas Stevens
Proxy Parent Foundation (Plan of CA)
Vice Chairman of the Board
Thomas Stevens
Agripower
Advisory Board Member
Thomas Stevens
Special Olympics of Southern California
Member of Board of Directors
Thomas Stevens
University of Wisconsin Foundation
Board Member
Hal Reynolds
Campbell Hall School
Director
Hal Reynolds
College Foundation University of Virginia
Trustee
Laina Draeger
CFA LA Society ESG Advisory Board
Advisory Board Member
The following table includes other substantial business or employment of officers or directors of the adviser solely in connection with the parent companies and/or affiliates of the adviser.

Name
LACM Global Ltd.
(Affiliate)
Los Angeles Capital Global Funds plc (Affiliate)
LACM Holdings Inc.
(Parent Company of Adviser)
LACM Equity LLC (Parent Company of Adviser)
Thomas Stevens
Director / Officer
Director
Director
Director
Hal Reynolds
Officer
 
Director / Officer
Director / Officer
Daniel Allen
Director / Officer
Director
Director / Officer
Director / Officer
Jennifer Reynolds
Officer
 
Director / Officer
Director / Officer
Stuart Matsuda
   
Director / Officer
Director / Officer
Edward Rackham
   
Officer
Officer
Bradford Rowe
   
Officer
Officer
Linda Barker
   
Officer
Officer
Liz Mueller
   
Officer
Officer
Steve Oetomo
   
Officer
Officer
(r)
Victory Capital Management Inc. (“Victory Capital”) acts as a subadviser to the Nationwide Strategic Income Fund. Victory Capital is an investment adviser registered under the Investment Advisers Act of 1940. To the knowledge of the Registrant, the directors and officers of Victory 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 or officer of affiliated entities.
(s)
Schroder Investment Management North America Inc. (“Schroders”) acts as subadviser to the Nationwide Schroders Global Equity Fund. To the knowledge of the Registrant, the directors and officers of Schroders 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.
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:
Holly A. Butson
Chief Compliance Officer
N/A
Lee T. Cummings
President
Senior Vice President and Head of Fund Operations
Ewan T. Roswell
Associate Vice President and Treasurer
N/A
Denise L. Skingle
Senior Vice President and Secretary
N/A
Jennifer L. Monnin
Chief Marketing Officer
N/A
John L. Carter
Manager
N/A
Steven A. Ginnan
Manager
N/A
Joseph N. Aniano
Manager
President, Chief Executive Officer and Principal Executive Officer
(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 2nd day of January, 2026.

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



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