sdbfdefa14a.htm

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

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Nationwide Mutual Funds

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Nationwide Funds®

Nationwide Short Duration Bond Fund Merger into the Nationwide HighMark Short Term Bond Fund

On August 12, 2014, Nationwide Mutual Funds filed with the SEC an Information Statement/Prospectus relating to the merger of the Nationwide Short Duration Bond Fund into the Nationwide HighMark Short Term Bond Fund (“Merger”). The Merger does not require shareholder approval; therefore, shareholders of the Nationwide Short Duration Bond Fund will receive only an information statement.

For detailed information, please refer to the filed Information Statement/Prospectus, which can be found on the SEC’s website and includes the entire Information Statement/Prospectus and the Plan of Reorganization.

Why was the Merger proposed?

The proposed Merger is part of a broader effort by Nationwide Financial Advisors to eliminate product redundancies and to offer a single short-duration investment-grade product that operates more efficiently and provides shareholders with the potential for a reduction in operating expenses due to economies of scale.

Why is the proposed Merger beneficial to shareholders?

Merging the Nationwide Short Duration Bond Fund into the Nationwide HighMark Short Term Bond Fund will provide shareholders with a similar, short-duration investment-grade bond product, managed by the same portfolio management team. Additionally, the combined fund will have a higher asset base, offering the potential for reduced operating expenses.

FOR ADVISOR/INSTITUTIONAL USE ONLY. NOT FOR DISTRIBUTION TO THE PUBLIC.

How will the Merger proceed?

After notice of the Merger is sent to Nationwide Short Duration Bond Fund shareholders, on or about October 10, 2014, all of the Nationwide Short Duration Bond Fund’s assets will be transferred to the Nationwide HighMark Short Term Bond Fund in exchange solely for Class A shares, Class C shares, Institutional Class shares, and Institutional Service Class shares of the Nationwide HighMark Short Term Bond Fund.

Will portfolio management change as a result of the Merger?

No. The subadviser to the Nationwide Short Duration Bond Fund and the Nationwide HighMark Short Term Bond Fund is HighMark Capital Management, Inc. This arrangement is expected to continue post-Merger.

What are the expenses after the Merger?

The additional Merger assets will result in either no impact to the expense ratios, or, in some cases, a slight decrease. For more information, see the Information Statement/Prospectus and the Plan of Reorganization.

Who will pay the expenses of the Merger?

The expenses related to the Merger will be paid by Nationwide Financial Advisors. Brokerage costs, if any, following the Merger will be paid by the shareholders of the remaining Nationwide HighMark Short Term Bond Fund.

What are the general tax consequences of the Merger?

The Merger is intended to qualify as a tax-free reorganization for federal income tax purposes. Shareholders of the Nationwide Short Duration Bond Fund should not recognize any gain or loss for federal income tax purposes as a result of the exchange of their shares. For more detailed information about the federal income tax consequences of the Transaction, see “Information about the Transaction and the Plan – What are the tax consequences of the Transaction?” in the Information Statement/Prospectus.

Important Disclosures

FOR ADVISOR/INSTITUTIONAL USE ONLY. NOT FOR DISTRIBUTION TO THE PUBLIC.

Call 1-800-848-0920 to request a summary prospectus and/or a prospectus, or download prospectuses at nationwide.com/mutualfunds. These prospectuses outline investment objectives, risks, fees, charges and expenses, and other information that you should read and consider carefully before investing.

Investing in mutual funds involves risk, including the possible loss of principal. Share price, principal value, and return will vary, and you may have a gain or a loss when you sell your shares.

There is no assurance that the investment objective of any fund (or that of any underlying fund) will be achieved.

The Fund is subject to the risks of investing in fixed-income securities. Please refer to the most recent prospectus for a more detailed explanation of the Fund’s principal risks.

Nationwide Funds Group (NFG) comprises Nationwide Fund Advisors, Nationwide Fund Distributors LLC and Nationwide Fund Management LLC. Together they provide advisory, distribution and administration services, respectively, to Nationwide Funds. Nationwide Fund Advisors (NFA) is the investment adviser to Nationwide Funds.

Nationwide Funds are distributed by Nationwide Fund Distributors LLC (NFD), member FINRA, King of Prussia, PA.

Nationwide, the Nationwide framemark, Nationwide Funds and Nationwide Funds Group are service marks of Nationwide Mutual Insurance Company.

FOR ADVISOR/INSTITUTIONAL USE ONLY. NOT FOR DISTRIBUTION TO THE PUBLIC.