Stradley Ronon Stevens & Young, LLP 1250 Connecticut Avenue, N.W., Suite 500 Washington, D.C. 20036 Telephone  202-822-9611 Fax  202-822-0140 www.stradley.com

Peter M. Hong, Esq.

(202) 419-8429

phong@stradley.com

March 24, 2014

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Investment Management

100 F Street, N.E.

Washington, D.C. 20549-9303

Attention:  Mr. James E. O’Connor, Esquire

Re: Nationwide Mutual Funds File Nos. 811-08495 and 333-40455

Dear Mr. O’Connor:

On behalf of Nationwide Mutual Funds (the “Registrant”) and its series the Nationwide Diverse Managers Fund (the “Fund”), below you will find the Registrant’s responses to the comments conveyed by you on January 28, 2014, with regard to Post-Effective Amendment No. 154 (the “Amendment”) to the Registrant’s registration statement on Form N-1A.  The Amendment was filed with the U.S. Securities and Exchange Commission (the “SEC”) on December 19, 2013, pursuant to the Investment Company Act of 1940, as amended (the “1940 Act”), and Rule 485(a)(2) under the Securities Act of 1933, as amended (the “Securities Act”).

Below we have provided your comments and the Registrant’s response to each comment.  These responses will be incorporated into a post-effective amendment filing to be made pursuant to Rule 485(b) of the Securities Act.  Capitalized terms not otherwise defined in this letter have the meanings assigned to the terms in the Amendment.

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Prospectus

Fund Summary: Fees and Expenses

1. Comment:  Revise the caption for the seventh row of the Fee Table as follows:

Amount of Fee Waiver/Expense Reimbursement

Response:  The Registrant has amended the line item of the table consistent with your comment.

2. Comment:  Footnote 2 to the Fee Table states that the expense limitation agreement made be changed or eliminated at any time, but only with the consent of the Board of Trustees.  Please state whether the Board has any expectation that it may consent to changing or eliminating the agreement during the one-year period following the effective date of the registration statement.

Response:   At this time, the Registrant does not anticipate any changes to (including elimination of) the agreement and is not aware of any Board plans to change or eliminate the agreement during the one-year period following the effective date of the registration statement.

Fund Summary: Principal Investment Strategies

3. Comment:  Given that the term “international” is in the Fund’s strategy, please disclose that the Fund will “invest [its] assets in investments that are tied economically to a number of countries throughout the world.”  This would be consistent with Investment Company Names, Investment Company Act Release No. 24828, at note 42 (January 17, 2001).

Response:  The Registrant respectfully declines to accept this comment since the name of the Fund does not include the term “international.”  Neither Rule 35d-1 nor the referenced release requires the suggested disclosure for a fund that does not include the term “international” in the name of the fund.

4. Comment:  The disclosure states that the Fund’s subadviser SGA will invest in stocks of companies located or headquartered outside the United States.  What kind of stocks are referenced here (e.g., common stocks or ADRs)?

Response:  The Registrant has intentionally chosen not to specify the types of stocks to provide SGA with the flexibility to choose the types of stocks under varying market conditions.

5. Comment:  The disclosure states that the Fund’s subadviser Garcia Hamilton employs an investment philosophy that focuses on the preservation of principal

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while maintaining high current income.  These two objectives appear to be inconsistent.  In any case, the Fund will be investing in subprime loans.  Please explain how the two objectives are not inconsistent or delete one of the objectives.

Response:  As stated in the Prospectus, Garcia Hamilton employs an “investment philosophy” that “focuses on the preservation of principal while maintaining high current income.”  The Registrant respectfully disagrees that a description of Garcia Hamilton’s investment philosophy amounts to competing investment objectives.  In fact, Garcia Hamilton’s investment philosophy is consistent with the Fund’s stated objective to seek capital appreciation and income with a secondary consideration of conservation of capital in selecting portfolio investments.

Fund Summary: Principal Risks

6. Comment:  If the Fund may invest in emerging market stocks, this risk should be listed separately from “Foreign securities risk.”

Response:  The Fund’s principal investment strategies do not include investments in emerging market stocks.

7. Comment:  Under “Mortgage-backed securities risk,” revise the last sentence as follows:

Subprime loans, which are loans made to borrowers with weakened credit histories, have had in many cases higher default rates than loans that meet government underwriting requirements.

Response:  The Registrant has revised the disclosure as follows:

Subprime loans, which are loans made to borrowers with weakened credit histories, generally have higher default rates than loans that meet government underwriting requirements.

Fund Summary: Performance

8. Comment:  If applicable, under “Performance,” include a statement explaining that updated performance information is available and providing a website address and/or toll-free (or collect) telephone number where the updated information may be obtained.  See Item 4(b)(2)(i) of Form N-1A.

Response:  The Registrant respectfully submits that the requested disclosure is not applicable in the absence of performance information for the Fund in the prospectus.  The requested disclosure will be added once the Fund is able to disclose a full year of performance in the prospectus.

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How the Fund Invests: Key Terms

9. Comment:  “Large-cap companies” are defined as companies with market capitalizations “similar” to those of companies included in the Russell 1000 Index “ranging from . . . .”  How can a number be “similar” to another number or a range of numbers? In addition, in the definition of “Large-cap companies,” change the word “ranging” to the phrase “which ranged from.”  The current grammar could be read as meaning that the reference date is fixed.

Response:  We have revised the disclosure to define “large-cap companies” as “companies with market capitalizations that are within the market capitalization ranges of the Russell 1000 Index, which ranged from $649 million to $435 billion as of December 31, 2013.

10. Comment:  Regarding the definitions for “Large-cap companies,” “Small-cap companies,” and “Mid-cap companies,” we believe that the Fund should use the market capitalization range or maximum of an index as a definitional proxy only as of the index’s most recent reconstitution date.

Response:  The Registrant respectfully declines to accept this comment.  Although the indexes are reconstituted annually, the capitalization ranges of the indexes fluctuate on an ongoing basis.  Accordingly, the Registrant believes it is more appropriate to provide more current capitalization information as the Fund’s subadvisers seeks to invest in companies that are within the capitalization ranges of the indexes as they fluctuate.  As the comment did not cite a legal basis for requiring the Fund to limit the use of indexes as reference points only on the reconstitution dates of the indexes, the Registrant respectfully declines to disclose the market capitalization ranges of the cited indexes as of their most recent reconstitution dates.

How the Fund Invests: Principal Risks

11. Comment:  If the Fund may invest in emerging market countries, the specific risks of such investing should be disclosed.

Response:  The Fund’s principal investment strategies do not include investments in emerging market stocks.

Distributions and Taxes: Selling and Exchanging Shares

12. Comment: Revise the first sentence under “Selling and Exchanging Shares” as follows:

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Selling or exchanging your shares may result in a realized capital gain or loss, which is subject to federal income tax.

Response:  The Registrant has amended the disclosure consistent with your comment.

Statement of Additional Information

Additional Information on Portfolio Instruments, Strategies and Investment Policies

13. Comment:  The disclosure states that the Fund may invest in bank and corporate loans.  “Bank or leveraged loans” are always below investment grade.  Disclose this risk.

Response:  The Registrant respectfully submits that disclosure already exists that such loans are “subject to the risks that generally apply to fixed-income securities, such as…lower quality or high-yield risk.”

14. Comment:  Under “Borrowing,” the disclosure states that the Fund may borrow money from banks.  Clarify whether the Fund may make temporary borrowings under Section 18(g) or whether all borrowings are subject to Section 18(f)(1).

15. Response:  The following disclosure has been added:

In addition to borrowings that are subject to 300% asset coverage and are considered by the SEC to be permitted “senior securities,” the Fund is also permitted under the 1940 Act to borrow for temporary purposes in an amount not exceeding 5% of the value of its total assets at the time when the loan is made. A loan will be presumed to be for temporary purposes if it is repaid within 60 days and is not extended or renewed.

16. Comment:  Options, futures, and forwards may be senior securities.  As you note elsewhere, an open-end fund is not permitted to create senior securities, except as permitted by Sections 18(f)(1) and (g) of the 1940 Act.  To avoid creating senior securities, all leveraging must be adequately covered in terms of the asset segregation policies described in Investment Company Act Release 10666 and subsequent no-action letters.  Please describe specifically how the Fund will avoid creating senior securities with respect to each kind of derivative in which it will invest.  Please describe specifically the Fund’s asset segregation policies with respect to its “physically settled” and “cash settled” derivatives.  With respect to forward contracts and futures contracts that are not contractually permitted or required to “cash-settle,” the Fund should cover its open positions by setting aside liquid assets equal to the contracts’ full notional value (less any margin posted).  With respect to written options, a fund should segregate the notional amount, even if there are cash settled options.

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As a general rule, the cover required for derivatives is the notional amount less margin posted by the fund.  There is a limited exception that permits mark to market cover for the following instruments: (i) non-deliverable forwards; and (ii) futures, the contract language of which contemplates (a) that the fund will close out the contract by netting its obligation against the counterparty’s obligation to the fund in cash, and does not contemplate physical delivery or settlement, or (b) physical delivery/settlement, but the fund has been able to enter into a binding side agreement with the FCM in which the FCM agrees to close out the contract prior to the beginning of the delivery cycle so that the contract is closed by netting in cash, there is no physical delivery/settlement, and the FCM indemnifies the fund if this should fail.  (This is a strict standard; side agreements proposed by counsel generally have been inadequate.)

Response:  The following disclosure has been added under the heading “Borrowing”:

Asset Segregation.  Pursuant to current guidance from the staff of the Securities and Exchange Commission (“SEC”), financial instruments that involve a Fund’s obligation to make future payments to third parties will not be deemed to be creating any “senior security” provided that the Fund “covers” its obligations.  Financial instruments that involve an obligation to make future payments to third parties can include, among others, (i) securities purchased on a when-issued, delayed delivery, or to be announced basis, (ii) futures contracts, (iii) forward currency contracts, (iv) swaps, (v) written options, (vi) unfunded commitments, (vii) securities sold short, and (viii) reverse repurchase agreements.  A Fund is deemed to have “covered” its obligations involving such a financial instrument when the Fund enters into an offsetting financial position, or segregates liquid assets (such as cash, cash equivalents or other liquid portfolio securities) equal to the Fund’s exposures relating to the financial instrument, as determined on a daily basis.  Segregated assets are not required to be physically segregated from other Fund assets, but may be segregated through appropriate notation on the books of a Fund or the Fund’s custodian.

The obligation to cover a financial instrument may require a Fund to sell a portfolio security or exit a transaction, including a transaction in a financial instrument, at a disadvantageous time or price in order to segregate the required amount of assets.  Should segregated assets decline in value, a Fund will be required to segregate additional assets or reduce its position in the financial instrument.  In addition, segregated assets may not be available to satisfy redemptions or for other purposes, until a Fund’s obligations under the financial instruments have been satisfied.

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Consistent with current SEC staff positions, the segregated amount for futures and forward contracts that require only cash settlement, and swap agreements that call for periodic netting between a Fund and its counterparty, is the net amount due under the contract, as determined daily on a mark-to-market basis.  For other kinds of futures, forwards and swaps, more assets will be required to cover a Fund’s obligations, which essentially limits the Fund’s ability to use these instruments.

17. Comment:  Under “Derivative Instruments,” the disclosure states that the Fund may enter into futures contracts.  To what extent will the Fund normally enter into offsetting positions for the purpose of covering its futures investments consistent with Release 10666?

Response:  Please see the response to Comment 16 above.

18. Comment:  Under “Lending Portfolio Securities” and “Repurchase Agreements,” please also disclose that the Fund’s making of any loans (loans of portfolio securities and repurchase agreements) are limited to one-third of the Fund’s total assets.  (It may be clarified that the collateral that the Fund receives may be included in calculating the Fund’s total assets in determining whether the Fund has loaned more than one-third of its assets.)  See Salomon Brothers (pub. avail. May 4, 1975) and The Brinson Funds (pub. avail. November 25, 1997).

Response:  Please see the response to Comment 16 above.

19. Comment:  Under “Reverse Repurchase Agreements and Mortgage Dollar Rolls,” please be specific with respect to the segregation requirements under Release 10666.

Response:  Please see the response to Comment 16 above.

20. Comment:  Under “Securities of Investment Companies,” the disclosure states that the Fund may invest in exchange-traded funds.  Is an acquired fund fees and expenses entry required in the Prospectus’ fee table?

Response:  To the extent the Fund’s investment in exchange-traded funds results in acquired fund fees and expenses that exceed 0.01 percent of the average net assets of the Fund, the Fund will include a sub-caption in the Fees and Expenses table for acquired fund fees and expenses. Otherwise, pursuant to Instruction 3(f)(i) to Item 3 of Form N-1A, the Registrant will include such fees and expenses under “Other Expenses.”

21. Comment:  Under “When Issued Securities and Delayed-Delivery Transactions,” revise the second sentence of the second paragraph as follows:

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Normally, the custodian will earmark or set aside portfolio securities sufficient to satisfy a purchase commitment . . . .

Response:  The Registrant has amended the disclosure consistent with your comment.

Investment Restrictions

22. Comment:  The second bullet states that the Fund may not borrow money or issue senior securities, except to enter into reverse repurchase agreements.  As an open-end fund, the Fund is not permitted to create senior securities, except as permitted by Sections 18(f)(1) and (g) of the 1940 Act.  To avoid creating senior securities, all leveraging must be adequately covered in conformity with the requirements of Investment Company Act Release 10666, “Securities Trading Practices of Registered Investment Companies” (April 18, 1979), as modified by Dreyfus Strategic Investing & Dreyfus Strategic Income (June 22, 1987), Robertson Stephens Investment Trust (August 24, 1995), and Merrill Lynch Asset Management, L.P. (July 2, 1996).  In addition to the disclosure provided with respect to reverse repurchase agreements, please describe, where appropriate, how the Funds’ segregation policies conform to the requirements of Investment Company Act Release 10666.

                                Response:  Please see the response to Comment 16 above.

23. Comment:  The word “order” in the second bullet suggests that if the Commission were to grant the Fund exemptive or other relief, the Fund may change its policies with respect to loans without seeking shareholder approval.  In our view, the issuance of exemptive or other relief typically would not relieve the Funds from any obligation under Section 13 of the 1940 Act to seek shareholder approval to change fundamental policies.  Accordingly, please delete the word “order.”

Response:  The Registrant respectfully declines to incorporate the comment as the language as currently drafted was intended to account for the possibility that the Commission may grant such an exemptive order. Therefore, if the Commission were to grant the Fund exemptive or other relief, there would be no change in the fundamental policy requiring shareholder approval.

24. Comment:  In the fifth bullet, delete the phrase “25% or more (taken at current value) of the Fund’s total assets” to reflect the concentration limit applicable to open-end funds.  See Instruction 4 to Item 9(b)(1) of Form N-1A.  In our view, a shareholder vote is not required to make this correction, despite the fact that it is a fundamental policy being corrected.  Changing the concentration policy by making it more narrow is not a “deviation” under Section 13(a)(3) of the 1940 Act.

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Response:  The Registrant respectfully submits that the stated concentration policy is consistent with long standing SEC staff statements. In particular, the SEC staff has stated, “We have taken the position that a fund is concentrated if it invests more than 25% of the value of its total assets in any one industry.” The First Australia Fund, Inc., SEC No-Action Letter (July 29, 1999) (citing Investment Company Act Release No. 9011 (Oct. 30, 1975)).

25. Comment:  In the sixth bullet, delete the phrase “and enter into any other lending arrangement as and” to make the restriction more specific.  Here, the restriction is made meaningless by the exception (i.e., the Fund may not make any loans except that it may make any loans permitted by the 1940 Act).

Response:  The Registrant respectfully declines to incorporate the comment. The current language is intended to account for the possibility of any change in the 1940 Act, any rule, order or interpretation thereunder.

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In connection with the Registrant’s responses to the SEC Staff’s comments on the Amendment, as requested by the Staff, the Registrant acknowledges that: (i) the Registrant is responsible for the adequacy of the disclosure in the Registrant’s filings; (ii) Staff’s comments or changes to disclosure in response to Staff comments in the filings reviewed by the Staff do not foreclose the SEC from taking any action with respect to the filings; and (iii) the Registrant may not assert Staff comments as a defense in any proceeding initiated by the SEC or any person under the federal securities laws of the United States.

Please do not hesitate to contact me at (202) 419-8429 or Cillian M. Lynch at (202) 419-8416, if you have any questions or wish to discuss any of the responses presented above.

Respectfully submitted,

/s/ Peter M. Hong

Peter M. Hong, Esquire

cc: Allan J. Oster, Esquire Prufesh R. Modhera, Esquire Cillian M. Lynch, Esquire