Form POS AMI NATIONWIDE MUTUAL FUNDS
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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 2, 2026
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1940 Act File No. 811-08495
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SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
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FORM N-1A
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REGISTRATION STATEMENT
UNDER
THE INVESTMENT COMPANY ACT OF 1940
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Amendment No. 317
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(Check appropriate box or boxes)
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NATIONWIDE MUTUAL FUNDS
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(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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ONE NATIONWIDE PLAZA
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MAIL CODE 1-18-102
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COLUMBUS, OHIO 43215
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICE) (ZIP CODE)
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(614) 435-5787
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Registrant’s Telephone Number, including Area Code
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Send Copies of Communications to:
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ALLAN J. OSTER, ESQ.
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PRUFESH R. MODHERA, ESQ.
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ONE NATIONWIDE PLAZA
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STRADLEY RONON STEVENS & YOUNG, LLP
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COLUMBUS, OHIO 43215
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2000 K STREET, N.W., SUITE 700
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(NAME AND ADDRESS OF AGENT FOR SERVICE)
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WASHINGTON, DC 20006
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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.
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NATIONWIDE MUTUAL FUNDS
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Nationwide Bond Portfolio
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Nationwide Fundamental All Cap Equity Portfolio
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Nationwide U.S. 130/30 Equity Portfolio
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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
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1.
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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.
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2.
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Effective immediately, the SAI is amended as follows:
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a.
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The following replaces the tables and accompanying footnotes under the heading “Independent Trustees” beginning on page 51 of the SAI:
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Independent Trustees
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Tracy Bollin
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Year of Birth
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Positions Held with Trust and Length of Time Served1
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Number of Portfolios Overseen in the Nationwide Fund Complex
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1970
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Trustee since July 2025
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113
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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.
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Other Directorships held During the Past Five
Years2
Board member of On With Life since September 2024. |
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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. |
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Kristina Bradshaw
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Year of Birth
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Positions Held with Trust and Length of Time Served1
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Number of Portfolios Overseen in the Nationwide Fund Complex
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1980
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Trustee since January 2023
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113
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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. |
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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. |
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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. |
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Lorn C. Davis
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Year of Birth
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Positions Held with Trust and Length of Time Served1
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Number of Portfolios Overseen in the Nationwide Fund Complex
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1968
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Trustee since January 2021
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113
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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.
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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. |
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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. |
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Keith F. Karlawish
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Year of Birth
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Positions Held with Trust and Length of Time Served1
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Number of Portfolios Overseen in the Nationwide Fund Complex
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1964
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Trustee since March 2012; Chairman since January 2021
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113
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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. |
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Other Directorships held During the Past Five
Years2
None |
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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. |
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Carol A. Kosel
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Year of Birth
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Positions Held with Trust and Length of Time Served1
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Number of Portfolios Overseen in the Nationwide Fund Complex
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1963
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Trustee since March 2013
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113
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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. |
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Other Directorships held During the Past Five
Years2
None |
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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. |
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Charlotte Tiedemann Petersen
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Year of Birth
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Positions Held with Trust and Length of Time Served1
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Number of Portfolios Overseen in the Nationwide Fund Complex
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1960
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Trustee since January 2023
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113
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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. |
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Other Directorships held During the Past Five
Years2
Investment Committee for the University of Colorado Foundation from February 2015 to June 2022. |
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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. |
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David E. Wezdenko
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Year of Birth
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Positions Held with Trust and Length of Time Served1
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Number of Portfolios Overseen in the Nationwide Fund Complex
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1963
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Trustee since January 2021
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113
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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.
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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. |
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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. |
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| 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.
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| 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.
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Officers of the Trust
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1.
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Effective immediately, the SAI is amended as follows:
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a.
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The following replaces the table and accompanying footnotes under the heading “Officers of the Trust” beginning on page 53 of the SAI:
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Joseph N. Aniano
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Year of Birth
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Positions Held with Funds and Length of Time Served
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1978
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President, Chief Executive Officer and Principal Executive Officer since November 2025
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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.
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Lee T. Cummings
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Year of Birth
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Positions Held with Funds and Length of Time Served
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1963
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Senior Vice President and Head of Fund Operations since December 2015
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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.
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David Majewski
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Year of Birth
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Positions Held with Funds and Length of Time Served
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1976
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Treasurer and Principal Financial Officer since September 2022
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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.
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Nicholas T. Graham
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Year of Birth
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Positions Held with Funds and Length of Time Served
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1982
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Vice President and Chief Compliance Officer since December 2025
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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.
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Stephen R. Rimes
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Year of Birth
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Positions Held with Funds and Length of Time Served
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1970
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Secretary, Senior Vice President and General Counsel since December 2019
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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.
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Christopher C. Graham
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Year of Birth
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Positions Held with Funds and Length of Time Served
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1971
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Senior Vice President, Head of Investment Strategies, Chief Investment Officer and Portfolio Manager since September 2016
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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
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Benjamin Hoecherl
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Year of Birth
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Positions Held with Funds and Length of Time Served
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1976
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Senior Vice President, Head of Business and Product Development since December 2023
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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. |
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1
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These positions are held with an affiliated person or principal underwriter of the Funds.
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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
Joseph N. Aniano
Lee T. Cummings
Stephen R. Rimes
David Majewski
Benjamin Hoecherl
Benjamin Hoecherl
PLEASE RETAIN THIS AMENDMENT FOR FUTURE REFERENCE
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NATIONWIDE MUTUAL FUNDS
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Nationwide International Equity Portfolio
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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:
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|
a.
|
The following replaces the tables and accompanying footnotes under the heading “Independent Trustees” beginning on page 34 of the SAI:
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Independent Trustees
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Tracy Bollin
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Year of Birth
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Positions Held with Trust and Length of Time Served1
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Number of Portfolios Overseen in the Nationwide Fund Complex
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1970
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Trustee since July 2025
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113
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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.
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Other Directorships held During the Past Five
Years2
Board member of On With Life since September 2024. |
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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. |
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Kristina Bradshaw
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Year of Birth
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Positions Held with Trust and Length of Time Served1
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Number of Portfolios Overseen in the Nationwide Fund Complex
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1980
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Trustee since January 2023
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113
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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. |
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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. |
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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. |
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Lorn C. Davis
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Year of Birth
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Positions Held with Trust and Length of Time Served1
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Number of Portfolios Overseen in the Nationwide Fund Complex
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1968
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Trustee since January 2021
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113
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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.
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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. |
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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. |
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Keith F. Karlawish
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Year of Birth
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Positions Held with Trust and Length of Time Served1
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Number of Portfolios Overseen in the Nationwide Fund Complex
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1964
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Trustee since March 2012; Chairman since January 2021
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113
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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. |
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Other Directorships held During the Past Five
Years2
None |
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|
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. |
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Carol A. Kosel
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||
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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. |
||
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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
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||
|
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
Joseph N. Aniano
Lee T. Cummings
Stephen R. Rimes
David Majewski
Benjamin Hoecherl
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
Joseph N. Aniano
Lee T. Cummings
Stephen R. Rimes
David Majewski
Benjamin Hoecherl
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
1 Beacon Street
Boston, Massachusetts 02108-3002
Nationwide Funds Group
One Nationwide Plaza
Columbus, OH 43215
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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