N-CSR

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED

MANAGEMENT INVESTMENT COMPANIES

Investment Company Act File number: 811-08495

NATIONWIDE MUTUAL FUNDS

(Exact name of registrant as specified in charter)

1000 CONTINENTAL DRIVE, SUITE 400, KING OF PRUSSIA, PENNSYLVANIA 19406-2850

(Address of principal executive offices) (Zip code)

Eric E. Miller, Esq.

1000 Continental Drive

Suite 400

King of Prussia, Pennsylvania 19406-2850

(Name and address of agent for service)

Registrant’s telephone number, including area code: (610) 230-2839

Date of fiscal year end: October 31, 2013

Date of reporting period: November 1, 2012 through October 31, 2013

Form N-CSR is to be used by management investment companies to file reports with the Commission not later than ten (10) days after the transmission to stockholders of any report that is required to be transmitted to stockholders under Rule 30e-1 under the Investment Company Act of 1940 (17 C.F.R. § 270.30e-1). The Commission may use the information provided on Form N-CSR in the Commission’s regulatory, disclosure review, inspection, and policymaking roles.

A registrant is required to disclose the information specified by Form N-CSR, and the Commission will make this information public. A registrant is not required to respond to the collection of information contained in Form N-CSR unless the Form displays a currently valid Office of Management and Budget (“OMB”) control number. Please direct comments concerning the accuracy of the information collection burden estimate and any suggestions for reducing the burden to Secretary, Securities and Exchange Commission, 450 Fifth Street, NW, Washington, D. C. 20549-0609. The OMB has reviewed this collection of information under the clearance requirements of 44 U.S.C. § 3507.

Item 1. Reports to Stockholders.

Include a copy of the report transmitted to stockholders pursuant to Rule 30e-1 under the Act (17 C.F.R. § 270.30e-1).

Annual Report

October 31, 2013

Nationwide Mutual Funds

Alternatives Allocation Fund

Nationwide Alternatives Allocation Fund

Nationwide Funds®

Commentary in this report is provided by the portfolio manager(s) of each Fund as of the date of this report and is subject to change at any time based on market or other conditions.

Third-party information has been obtained from sources that Nationwide Fund Advisors (NFA), the investment adviser to the Funds, deems reliable. This report and the holdings provided are for informational purposes only and are not intended to be relied on as investment advice. Portfolio composition is accurate as of the date of this report and is subject to change at any time and without notice. NFA, one of its affiliated advisers or its employees may hold a position in the securities in this report.

Statement Regarding Availability of Quarterly Portfolio Holdings

The Trust files complete schedules of portfolio holdings for each Fund with the Securities and Exchange Commission (SEC) for the first and third quarters of each fiscal year on Form N-Q. Additionally, the Trust files a schedule of portfolio holdings monthly for the Nationwide Money Market Fund on Form N-MFP. Forms N-Q and Forms N-MFP are available on the SEC’s website at http://www.sec.gov. Forms N-Q and Forms N-MFP may be reviewed and copied at the SEC’s Public Reference Room in Washington, DC, and information on the operation of the Public Reference Room may be obtained by calling 800-SEC-0330. The Trust also makes this information available to shareholders on nationwide.com/mutualfunds or upon request without charge.

Statement Regarding Availability of Proxy Voting Record

Information regarding how the Funds voted proxies relating to portfolio securities held during the most recent 12-month period ended June 30 is available without charge, upon request, by calling 800-848-0920, and on the SEC’s website at http://www.sec.gov.

Nationwide Funds® Annual Report

Contents

Message to Shareholders	1
Economic Review	2
Alternatives Allocation Fund
Nationwide Alternatives Allocation Fund	4
Notes to Financial Statements	25
Report of Independent Registered Public Accounting Firm
Supplemental Information
Management Information	42
Market Index Definitions	46
Glossary	49

Nationwide Funds®

Message to Shareholders

October 31, 2013

Dear Shareholder,

I am proud to report that Nationwide Financial has acquired 17 mutual funds through an agreement with HighMark Capital Management, Inc. and approval of its shareholders. This agreement is the latest step in the Nationwide Financial strategy to pursue Nationwide Funds growth.

Why is this important to you, a Nationwide Funds shareholder? By adding these HighMark Funds to the Nationwide Mutual Funds lineup, we continue to expand our selection of investment strategies. The transaction provides Nationwide Funds with approximately $3.6 billion in new mutual fund assets, enabling Nationwide to present a wider array of investment offerings. It also underscores our commitment to helping Americans, like you, prepare for and live in retirement.

During the 12-month reporting period ended October 31, 2013, broad U.S. stock market performance was predominantly positive, with the S&P 500® Index returning 27.18%. Yet despite recent encouraging returns, several years of economic volatility and uncertainty have left some investors distrustful of the markets and wary about their economic futures. In short, they have developed a fear of financial planning.

Nationwide Funds recently released the results of its in-depth investor sentiment survey conducted by Harris Interactive, titled Fear of Financial Planning. The study revealed that 26 percent of potential investors do not have a financial plan. Given that we live in an era when Americans are more responsible for their own financial security than ever before, we find this statistic troubling and are working to spread the word that financial planning is a necessity, not an option.

We encourage all of our shareholders to meet regularly with their financial advisors. An effective financial plan involves much more than just opening an investment account. It includes taking a macro-level view of your circumstances and making use of thoughtful, customized long-term analysis. An effective financial plan also contains contingencies to offset potential surprises and risks, specific action steps and defined milestones to help increase your confidence and measure success. Armed with a plan, you are never alone.

In his novel “The Hobbit,” author J.R.R. Tolkien wrote, “It does not do to leave a live dragon out of your calculations, if you live near him.” Since the beginning of the financial crisis, investors have been living close to a live dragon and have felt his heat. However, as every experienced dragon slayer knows, having a comprehensive plan of attack, a wide array of tools and a team of trusted experts by your side quiets fear and fortifies you to pursue victory.

Thank you for investing with Nationwide Funds.

Sincerely,

Michael S. Spangler

President & CEO

Nationwide Funds

1

Economic Review

During the fiscal year ended October 31, 2013, most asset classes reported strong performance. Domestic equities experienced a broad-based rally, with the S&P 500® Index delivering a 27.2% return, and with nearly all sectors and capitalization ranges delivering strong performance. International equities also were solid, with developed markets outperforming emerging markets. Fixed-income results were mixed, as credit-sensitive indexes showed positive returns, while rate-sensitive indexes were affected by rising Treasury yields.

Domestically, the reporting period was dominated by news from Washington. The main topics from November 2012 through January 2013 consisted of the national election for president and congressional control and a heated debate on the fiscal cliff. Concerns about the tapering (gradual reduction) of the Federal Reserve’s Quantitative Easing (“QE”) policy, the federal government shutdown and rhetoric in Congress related to raising the debt ceiling affected trading in August, September and October 2013.

The S&P 500 Index was up 10 of the 12 months of the fiscal year, including consecutively from November 2012 through May 2013.

The S&P 500 Index showed modest gains in November and December 2012 of 0.58% and 0.91%, respectively, despite the political uncertainty.

The first quarter of calendar-year 2013 saw a substantial rally, with the S&P 500 Index up 10.6% on relief over a conclusion to a contentious election season and the implementation of the federal spending cuts on March 1. The broad-based market’s strength continued in April and May, with the S&P 500 Index returning 1.9% and 2.3%, respectively, before the market became choppy for the remainder of the reporting period on a spike in interest rates. The equity and fixed-income markets reacted to comments from Federal Reserve Chairman Ben Bernanke suggesting a tapering of the Fed’s QE program

later in the year. Volatility increased materially, with substantial positive returns for the S&P 500 Index of 5.1% in July, 3.1% in September and 4.6% in October, somewhat offset by postings of -1.3% in June and -2.9% in August. A theme in the market during 2013 was “sell the rumor, buy the news,” as the market sold off modestly into the period of uncertainty, and rallied substantially as a conclusion was reached.

While gradually improving through the reporting period, U.S. economic activity was sluggish during the period, with GDP growth of 0.1%, 1.1%, 2.5% and 2.8% from calendar 4Q12 through calendar 3Q13. This was the primary impetus for the cautious approach by the Federal Reserve with regard to maintaining the QE program. Inflation remained well controlled during the reporting period, with the core Consumer Price Index (CPI) below 2% throughout the period, ending at 1.7% in October 2013. CPI, which includes the volatile food and energy categories, was actually lower than core CPI, averaging 1.6% and exiting September 2013 at 1.2%. Despite job-creation levels coming in lower than during many past recoveries, the unemployment rate continued to decline during the reporting period, falling from 7.9% to 7.2%, aided by the labor participation rate declining to 63.3% from 63.8% a year ago (the figure was more than 66% at the beginning of the 2008 recession).

The strong performance in domestic equities was broad based during the reporting period, with small-capitalization stocks outperforming large-cap stocks, and growth and value roughly equal. The best-performing sectors in the S&P 500 Index were consumer discretionary, with 40.5%, industrials, with 35.8% and health care, with 34.3%. Consumer discretionary and industrials benefited from improved profits and expanding valuations, and health care rose in reaction to excitement surrounding new products. The worst-performing sectors were utilities, with 9.5% and telecommunications, with 13.1%. Utilities and telecommunications were relatively impacted by rising rates, as the high dividends paid by these sectors were relatively less attractive.

2

Economic Review (con’t.)

The strong performance in domestic equities was broad based during the reporting period, with small-capitalization stocks outperforming large-cap stocks, and growth and value roughly equal.

International stocks were very strong at the start of the reporting period, as European shares rallied on hopes that the worst of the stress on the banking system was behind them. Asian shares rose in reaction to a U.S. rally and the prospect of additional stimulus from Japan’s Central Bank. In November and December 2012, international shares materially outperformed U.S. shares, with the MSCI ACWI ex USA Index outperforming the S&P 500 Index by nearly 4%. Throughout the year, the performance of international stocks continued to be positive but weaker relative to U.S. stocks. Europe was reminded of the fragile state of the banking systems of its weaker members, this time with Cyprus. Continued political tensions in Greece, sluggish economic growth and worries about a U.S. tapering depressed relative returns through mid-year, before the market rallied in response to stabilization of political and banking system risk. Asia was relatively strong throughout the year, primarily due to the prospect of renewed stimulus by Japan’s Central Bank and a beneficial exchange rate. Emerging market stocks lagged on concerns about China’s slowing economic growth as well as political tensions in Brazil, Turkey, North Korea and the Middle East, and steadily declining commodity prices.

Performance in the fixed-income markets was driven by a sustained period of rising rates throughout most of the reporting period. Long-term Treasury yields rose meaningfully during the period, moving from a low of 1.70% in October 2012 to a high of 3.00% in September 2013 on anticipation of the tapering of Fed policy, but fell to 2.54% by the end of October as those concerns faded. The broadly based Barclays U.S. Aggregate Bond Index posted a total return of -1.1% for the reporting period. Long-duration benchmarks showed negative relative

performance, with the Barclays Long U.S. Treasury Index down 9.3%. A generally benign economic environment allowed a narrowing of most credit spreads, resulting in positive performance for high-yield and emerging market benchmarks. Municipal bonds performed largely in line with the broader index, as the positive impact from the gradual improvement in economic conditions was offset by a few high-profile events, such as the fears of a possible default of Puerto Rico, the third-largest municipal issuer behind California and New York.

Index	Fiscal Year Total Return
S&P 500®		27.18%
Russell 1000® Growth		28.30%
Russell 1000® Value		28.29%
Russell 2000®		36.28%
MSCI World ex USA		24.65%
MSCI Emerging Markets		6.53%
Barclays U.S. Aggregate Bond		-1.08%
Barclays U.S. 10-20 Year Treasury Bond		-5.23%
Barclays U.S. 1-3 Year Government/Credit Bond		0.77%
Barclays Municipal Bond		-1.72%
Barclays U.S. Corporate High Yield		8.87%
Barclays Emerging Markets USD Aggregate Bond		-1.24%

3

Fund Commentary Nationwide Alternatives Allocation Fund

For the annual period ended October 31, 2013, the Nationwide Alternatives Allocation Fund (Institutional Class) returned 1.28% versus 10.34% for its composite benchmark, 50% Barclays Global Aggregate Bond Index and 50% MSCI All Country World Index^SM. For broader comparison, the average return for the Fund’s closest Lipper peer category of Global Flexible Portfolio Funds (consisting of 425 funds as of October 31, 2013) was 10.11% for the same time period.

The Fund is designed to provide investors with exposure to seven alternative asset classes with investment performance that may have a low correlation to the performance of more traditional asset classes (e.g., stocks of U.S. and international developed-country issuers and investment-grade bonds issued in the U.S.). These seven asset classes are global real estate stocks, emerging market stocks, emerging market bonds, international (developed market) bonds, U.S. high-yield bonds, U.S. Treasury Inflation-Protected Securities (TIPS) and commodities. The Fund seeks to achieve its objective by investing in a professionally selected mix of these different alternative asset classes that the Fund’s investment adviser believes offer the risk and return characteristics that may provide a complement to an investor’s investments in more traditional asset classes.

From a macroeconomic standpoint, the period was arguably dominated by statements from the U.S. Federal Reserve (Fed) supporting its pace of asset purchases to bolster the economy, then wavering on the subject, and eventually reaffirming its intent to support the economy by maintaining its current pace. Along the way, the Fund’s returns from these seven asset classes reacted sharply to each of these changes in direction and wound up mixed over the 12-month period. Double-digit returns were posted by the U.S. high-yield bond and global real estate sleeves, and smaller positive returns were generated by emerging market equities and international developed market bonds. U.S. high yield continued a string of strong quarterly returns (briefly interrupted in May and June) for this asset class as investors seeking higher bond yields and willing to trade higher credit risk for lower interest-rate risk have driven strong flows

into this class. Global real estate gained as commercial real estate markets in Europe rebounded strongly during the quarter while U.S. markets were slightly positive.

The Fund sleeves representing commodities, TIPS and emerging market debt posted negative returns. The commodities sleeve was adversely affected by, among other things, slackening demand for precious and industrial metals as slowing growth took hold in China, Brazil and other emerging market economies. Both TIPS and emerging market debt were adversely affected by the gradual rise in longer-term bond prices (as noted above). In the case of TIPS, inflation remained relatively low in the U.S., causing “real” yields (current yield minus current inflation level) to be negative and a disincentive to investment. In the case of emerging market debt, the slowing of inflows of foreign capital to many of these markets and the strengthening of the U.S. dollar against certain currencies further combined to reduce returns.

The returns from the Fund’s investments in the U.S. high-yield and global real estate sleeves, combined with their relatively significant allocations within the Fund, made them the largest contributors to the Fund’s return during the period, as shown in the chart below.

The negative returns from the Fund’s investments in the commodities and TIPS sleeves were the largest detractors from the Fund’s return during the period, as shown in the chart below.

Subadviser:

Goldman Sachs Asset Management, L.P.

Portfolio Managers:

Gary Chropuvka, Matthew Hoehn and Amna Qaiser

Asset allocation is the process of spreading assets across several different investment styles and asset classes. The Fund is designed to provide asset allocation across several types of alternative investments in an attempt to achieve performance that may have a low correlation to the performance of more traditional investments. The Fund consists of separate sleeves to represent the investments in each of the different asset classes. Each sleeve invests in securities and derivatives with the goal of matching the investment characteristics and performance of a specified asset class benchmark index.

4

Fund Commentary (con’t) Nationwide Alternatives Allocation Fund

The Fund is subject to the risks of investing in fixed-income securities, including high-yield bonds. The Fund may invest in more aggressive investments such as foreign securities (which are volatile, harder to price and less liquid than U.S. securities) and real estate investment trusts (REITs) (which include possible declines in the value of real estate and the relative lack of liquidity associated with investments in real estate).

The Fund also invests in derivatives (many of which create investment leverage and are highly volatile). Substantially all of the Fund’s exposure to commodities will be through investing in commodity-linked notes, which are derivatives. Investing in commodities and commodity-linked investments may expose the Fund to increased volatility and decreased liquidity. Please refer to the summary prospectus for a more detailed explanation of the Fund’s principal risks.

The Fund is a nondiversified fund, which means that a relatively high percentage of the Fund’s assets may be invested in a limited number of issuers. The Fund is not intended to serve as a complete investment program. There is no assurance that the investment objective of the Fund will be achieved.

A description of the benchmarks can be found on the Market Index Definitions page at the back of this book.

Actual Asset Class Allocations

(as of October 31, 2013)

International Bonds	24%
Commodities	17%
High-Yield Bonds	15%
Emerging Market Bonds	15%
Global Real Estate Stocks	11%
Emerging Market Stocks	10%
Treasury Inflation-Protected Securities	8%
	100%

Asset class allocations are stated as a percentage of the Fund’s total net assets. Allocations may change over time in order for the Fund to meet its objective or due to market and/or economic conditions.

Contributions of Underlying Asset Classes to Fund Performance

(For the year ended October 31, 2013)

The contribution of underlying asset classes to Fund performance is based on target asset class allocations through the reporting period. Nationwide Fund Advisors (NFA), the investment adviser to the Fund, applies a long-term investment horizon with respect to the Fund, and allocation changes are not likely to be made in response to short-term market conditions. NFA may add or delete asset classes or change allocations at any time and without notice. For more information, refer to the Fund’s prospectus.

5

Fund Overview Nationwide Alternatives Allocation Fund

Objective

The Fund seeks to provide total return.

Highlights

Ÿ International bonds, high-yield bonds, global real estate stocks and emerging market stocks contributed positively to overall Fund performance over the one-year period.

Ÿ TIPS, emerging market bonds and commodities detracted from overall Fund performance over the one-year period.

Ÿ High-yield bonds and global real estate stocks both posted double-digit positive returns and contributed the most to the Fund’s overall performance.

Asset Allocation†

Mutual Fund	41.6%
U.S. Treasury Note	32.2%
Common Stocks	12.3%
U.S. Treasury Bonds	7.0%
Commodity-Linked Notes	4.8%
Purchased Options	0.1%
Other assets in excess of liabilities	2.0%
	100.0%

Top Industries††

Real Estate Investment Trusts (REITs)	10.2%
Real Estate Management & Development	2.3%
Other Industries	87.5%
	100.0%

Top Holdings††

Fidelity Institutional Money Market Fund — Institutional Class	42.4%
U.S. Treasury Note, 3.13%, 05/15/19	32.9%
JPMorgan Chase Bank, NA Commodity Note	3.5%
Bank of America Corp. Commodity Note	0.9%
Simon Property Group, Inc.	0.7%
Mitsui Fudosan Co., Ltd.	0.4%
Unibail-Rodamco SE	0.4%
U.S. Treasury Inflation Indexed Bonds, 0.13%, 04/15/17	0.4%
Public Storage	0.4%
Brookfield Asset Management, Inc., Class A	0.3%
Other Holdings	17.7%
	100.0%

Top Countries††

United States	93.9%
Japan	1.1%
United Kingdom	0.9%
Australia	0.8%
France	0.7%
Canada	0.5%
Hong Kong	0.5%
Singapore	0.5%
Liechtenstein	0.2%
Netherlands	0.1%
Other Countries	0.8%
	100.0%

† Percentages indicated are based upon net assets as of October 31, 2013.

†† Percentages indicated are based upon total investments as of October 31, 2013.

6

Fund Performance Nationwide Alternatives Allocation Fund

Average Annual Total Return

(For periods ended October 31, 2013)		1 Yr.		Inception5
Class A	w/o SC1		1.07%		(0.69)%
	w/SC2		(3.21)%		(2.56)%
Class C	w/o SC1		0.31%		(1.38)%
	w/SC3		(0.69)%		(1.38)%
Institutional Service Class4			1.38%		(0.38)%
Institutional Class4			1.28%		(0.42)%

All figures showing the effect of a sales charge (SC) reflect the maximum charge possible, because it has the most significant effect on performance data.

¹  These returns do not reflect the effects of SCs.

²  Prior to October 29, 2013, a 4.25% front-end sales charge was deducted. Effective October 29, 2013, a 2.25% front-end sales charge was deducted.

³  A 1.00% contingent deferred sales charge was deducted from the one year return because it is charged when you sell Class C shares within the first year after purchase.

⁴  Not subject to any SCs.

⁵  Since inception date of July 25, 2011.

Expense Ratios

	Gross Expense Ratio*	Net Expense Ratio*
Class A	1.16%		0.97%
Class C	1.66%		1.47%
Institutional Service Class	0.91%		0.72%
Institutional Class	0.66%		0.47%

* Current effective prospectus dated March 1, 2013. The difference between gross and net operating expenses reflects contractual waivers in place through February 28, 2014. Please see the Fund's most recent prospectus for details.

7

Fund Performance (cont.) Nationwide Alternatives Allocation Fund

Performance of a $10,000 Investment

Investment return and principal value will fluctuate, and when redeemed, shares may be worth more or less than original cost. Past performance is no guarantee of future results and does not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares. Investing in mutual funds involves market risk, including loss of principal. Performance returns assume the reinvestment of all distributions.

Comparative performance of $10,000 invested in Institutional Class shares of the Nationwide Alternatives Allocation Fund from inception through 10/31/13 versus the Barclays Global Aggregate Bond Index, the MSCI All Country World Index^SM, the Composite Index* and the Consumer Price Index (CPI) from 8/1/11 through 10/31/13. Unlike the Fund, the returns for these unmanaged indexes do not reflect any fees, expenses, or sales charges. Investors cannot invest directly in market indexes. A description of the benchmarks can be found on the Market Index Definitions page at the back of this book.

* The Composite Index is an unmanaged, hypothetical representation of the performance of each of the Fund’s asset classes according to its respective weighting. The Composite Index comprises 50% Barclays Global Aggregate Bond Index and 50% MSCI All Country World Index.

8

Shareholder Expense Example Nationwide Alternatives Allocation Fund

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, including sales charges (loads) paid on purchase payments and redemption fees; and (2) ongoing costs, including investment advisory fees, administration fees, distribution fees and other Fund expenses. The examples below are intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds. Per Securities and Exchange Commission (“SEC”) requirements, the examples assume that you had a $1,000 investment in the Class at the beginning of the reporting period (May 1, 2013) and continued to hold your shares at the end of the reporting period (October 31, 2013).

Actual Expenses

For each Class of the Fund in the table below, the first line provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid from May 1, 2013 through October 31, 2013. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line of each Class under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.

Hypothetical Expenses for Comparison Purposes

The second line of each Class in the table below provides information about hypothetical account values and hypothetical expenses based on the Class’ actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Class’ actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period from May 1, 2013 through October 31, 2013. You may use this information to compare the ongoing costs of investing in the Class of the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transaction costs, such as sales charges (loads) or redemption fees. If these transaction costs were included, your costs would have been higher. Therefore, the second line for each Class in the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. The examples also assume all dividends and distributions are reinvested.

Schedule of Shareholder Expenses

Expense Analysis of a $1,000 Investment

Nationwide Alternatives Allocation Fund October 31, 2013			Beginning Account Value ($) 05/01/13	Ending Account Value ($) 10/31/13	Expenses Paid During Period ($) 05/01/13 - 10/31/13	Expense Ratio During Period (%) 05/01/13 - 10/31/13
Class A Shares	Actual	a	1,000.00	971.30	3.53	0.71
	Hypothetical	a,b	1,000.00	1,021.63	3.62	0.71
Class C Shares	Actual	a	1,000.00	968.00	6.94	1.40
	Hypothetical	a,b	1,000.00	1,018.15	7.12	1.40
Institutional Service Class Shares	Actual	a	1,000.00	973.30	1.99	0.40
	Hypothetical	a,b	1,000.00	1,023.19	2.04	0.40
Institutional Class Shares	Actual	a	1,000.00	971.30	1.99	0.40
	Hypothetical	a,b	1,000.00	1,023.19	2.04	0.40

a Expenses are equal to the Fund’s annualized expense ratio multiplied by the average account value from May 1, 2013 through October 31, 2013 multiplied to reflect one-half year period. The expense ratio presented represents a six-month, annualized ratio in accordance with Securities and Exchange Commission guidelines.

b Represents the hypothetical 5% return before expenses.

9

Statement of Investments

October 31, 2013

Nationwide Alternatives Allocation Fund

Common Stocks 12.3%
	Shares		Market Value
Real Estate Investment Trusts (REITs) 10.0%
Acadia Realty Trust		2,888	$	77,023
Activia Properties, Inc.		20		174,415
Alexandria Real Estate Equities, Inc.		9,363		615,898
American Campus Communities, Inc.		13,287		459,199
Apartment Investment & Management Co., Class A		17,018		476,164
Artis Real Estate Investment Trust		4,300		59,470
Ascendas Real Estate Investment Trust		286,000		543,782
Ashford Hospitality Trust, Inc.		7,913		103,344
Associated Estates Realty Corp.		4,262		65,379
AvalonBay Communities, Inc.		14,670		1,834,483
Befimmo SCA Sicafi		655		46,938
Beni Stabili SpA		45,913		31,430
Big Yellow Group PLC		3,258		24,401
BioMed Realty Trust, Inc.		25,010		498,199
Boardwalk Real Estate Investment Trust		2,700		153,587
Boston Properties, Inc.		18,485		1,913,198
Brandywine Realty Trust		25,270		359,592
BRE Properties, Inc.		8,254		450,751
British Land Co. PLC		126,134		1,257,987
BWP Trust		10,844		23,603
Calloway Real Estate Investment Trust		7,500		180,550
Cambridge Industrial Trust		32,641		18,362
Camden Property Trust		9,502		610,028
Canadian Apartment Properties REIT		4,400		90,857
Canadian Real Estate Investment Trust		3,900		158,858
CapitaCommercial Trust		289,000		341,971
Capital Property Fund		153,134		163,117
CapitaMall Trust		328,000		532,736
CBL & Associates Properties, Inc.		24,562		486,573
Cedar Realty Trust, Inc.		11,852		67,675
CFS Retail Property Trust Group		285,031		557,833
Champion REIT		95,000		42,341
Charter Hall Retail REIT		17,463		66,673
Chartwell Retirement Residences		7,100		72,999
Cofinimmo		2,500		301,966
Commonwealth Property Office Fund		286,575		324,221
CommonWealth REIT		12,753		310,791
Corio NV		12,347		537,471
Corporate Office Properties Trust		14,151		348,115
Cousins Properties, Inc.		20,989		237,805
CubeSmart		13,580		248,107
Daiwa Office Investment Corp.		23		101,874
DCT Industrial Trust, Inc.		38,778		300,530
DDR Corp.		29,775		504,686
Derwent London PLC		7,967		319,800
Dexus Property Group		646,419		662,465
DiamondRock Hospitality Co.		21,689		247,038
Digital Realty Trust, Inc.		15,395		733,726
Douglas Emmett, Inc.		14,931		372,230
Duke Realty Corp.		43,631		722,966
DuPont Fabros Technology, Inc.		7,388		183,592
EastGroup Properties, Inc.		3,537		225,165

Common Stocks (continued)
	Shares		Market Value
Real Estate Investment Trusts (REITs) (continued)
Education Realty Trust, Inc.		9,171	$	83,823
Equity Lifestyle Properties, Inc.		7,582		288,040
Equity One, Inc.		8,726		210,384
Equity Residential		40,695		2,130,790
Essex Property Trust, Inc.		3,874		623,714
Eurocommercial Properties NV		4,452		189,163
Extra Space Storage, Inc.		11,761		540,888
Federal Realty Investment Trust		6,872		711,939
FelCor Lodging Trust, Inc. *		10,364		69,646
First Industrial Realty Trust, Inc.		15,659		282,958
First Potomac Realty Trust		5,002		61,475
Fonciere des Regions		5,972		511,446
Fountainhead Property Trust		132,152		101,683
Franklin Street Properties Corp.		5,685		75,042
Frasers Commercial Trust		12,000		12,443
Frontier Real Estate Investment Corp.		25		249,796
Fukuoka REIT Co.		7		57,755
Gecina SA		3,586		478,537
General Growth Properties, Inc.		66,244		1,406,360
Glimcher Realty Trust		21,997		225,469
Goodman Group		189,972		907,874
Goodman Property Trust		1,658		1,409
GPT Group		189,331		659,873
Great Portland Estates PLC		50,827		466,411
Growthpoint Properties Ltd.		189,125		480,924
H&R Real Estate Investment Trust		17,980		372,482
Hammerson PLC		90,288		765,076
HCP, Inc.		55,327		2,296,071
Health Care REIT, Inc.		35,133		2,278,375
Healthcare Realty Trust, Inc.		11,626		279,140
Hersha Hospitality Trust		23,541		133,477
Highwoods Properties, Inc.		10,692		412,711
Home Properties, Inc.		5,581		336,590
Hospitality Properties Trust		19,552		574,438
Host Hotels & Resorts, Inc.		91,833		1,703,502
Inland Real Estate Corp.		3,592		38,398
Intu Properties PLC		62,801		346,366
Investa Office Fund		101,504		297,984
Is Gayrimenkul Yatirim Ortakligi AS		10,765		7,746
Japan Excellent, Inc.		22		136,014
Japan Prime Realty Investment Corp.		87		289,113
Japan Real Estate Investment Corp.		74		845,443
Japan Retail Fund Investment Corp.		246		498,229
Kenedix Realty Investment Corp.		27		121,290
Kilroy Realty Corp.		9,632		512,037
Kimco Realty Corp.		46,852		1,006,381
Kite Realty Group Trust		6,060		38,784
Kiwi Income Property Trust		4,998		4,518
KLCC Property Holdings Bhd		3,600		7,358
Klepierre		9,678		434,070
Land Securities Group PLC		94,012		1,490,290
LaSalle Hotel Properties		13,324		413,710
Liberty Property Trust		19,134		711,593

10

Statement of Investments (Continued)

October 31, 2013

Nationwide Alternatives Allocation Fund (Continued)

Common Stocks (continued)
	Shares		Market Value
Real Estate Investment Trusts (REITs) (continued)
Link REIT (The)		256,000	$	1,287,845
LTC Properties, Inc.		6,580		259,581
Macerich Co. (The)		16,612		983,597
Mack-Cali Realty Corp.		10,340		212,590
Mapletree Logistics Trust		134,000		117,996
Mercialys SA		1,601		34,541
Mid-America Apartment Communities, Inc.		7,700		511,280
Mori Hills REIT Investment Corp.		25		175,451
MORI TRUST Sogo Reit, Inc.		18		160,085
Nippon Building Fund, Inc.		86		1,063,897
Nomura Real Estate Office Fund, Inc.		43		212,420
Orix JREIT, Inc.		161		200,778
Parkway Properties, Inc.		2,946		53,352
Pebblebrook Hotel Trust		4,134		124,847
Pennsylvania Real Estate Investment Trust		12,470		226,081
Piedmont Office Realty Trust, Inc., Class A		14,272		263,747
Post Properties, Inc.		5,622		257,150
Premier Investment Corp.		16		65,534
Prologis, Inc.		59,982		2,396,281
PS Business Parks, Inc.		847		69,022
Public Storage		17,013		2,840,661
Ramco-Gershenson Properties Trust		7,583		123,300
Regency Centers Corp.		12,435		642,392
RioCan Real Estate Investment Trust		19,000		463,770
Rouse Properties, Inc.		5,476		110,725
SA Corporate Real Estate Fund		334,984		133,810
Segro PLC		91,294		478,156
Senior Housing Properties Trust		22,486		554,055
Shaftesbury PLC		19,702		187,604
Simon Property Group, Inc.		37,144		5,740,605
SL Green Realty Corp.		11,098		1,049,538
Sovran Self Storage, Inc.		3,326		254,406
Starhill Global REIT		13,000		8,467
Sun Communities, Inc.		6,056		269,916
Sunstone Hotel Investors, Inc.		25,168		333,476
Suntec Real Estate Investment Trust		337,000		463,841
Sycom Property Fund		2,648		6,990
Tanger Factory Outlet Centers		9,396		327,451
Taubman Centers, Inc.		7,905		520,070
Tokyu REIT, Inc.		21		129,757
Top REIT, Inc.		10		46,664
UDR, Inc.		27,841		690,735
Unibail-Rodamco SE		12,009		3,137,582
United Urban Investment Corp.		289		441,082
Universal Health Realty Income Trust		3,195		140,324
Vastned Retail NV		3,099		143,212
Ventas, Inc.		35,586		2,321,631
Vornado Realty Trust		21,434		1,908,912
Washington Real Estate Investment Trust		6,967		182,605
Weingarten Realty Investors		14,778		468,906
Wereldhave NV		1,762		136,908

Common Stocks (continued)
	Shares		Market Value
Real Estate Investment Trusts (REITs) (continued)
Westfield Group		240,403	$	2,460,164
Westfield Retail Trust		322,403		940,621
Workspace Group PLC		3,876		30,415
				82,785,818
Real Estate Management & Development 2.3%
Aeon Mall Co., Ltd.		13,730		389,945
Atrium European Real Estate Ltd.		5,530		33,082
Ayala Land, Inc.		654,400		445,496
BR Malls Participacoes SA		62,000		600,571
Brookfield Asset Management, Inc., Class A		69,900		2,767,441
Brookfield Office Properties, Inc.		29,400		549,285
CA Immobilien Anlagen AG *		6,666		101,371
Capital & Counties Properties PLC		73,316		407,764
CapitaLand Ltd.		341,000		854,373
Castellum AB		23,796		365,382
Central Pattana PCL		158,900		244,401
Daibiru Corp.		14,700		187,331
Echo Investment SA *		13,101		29,578
Fabege AB		20,886		240,314
First Capital Realty, Inc.		5,400		93,846
Forest City Enterprises, Inc., Class A *		18,558		375,985
Global Logistic Properties Ltd.		381,000		945,758
Grainger PLC		13,715		42,830
GuocoLand Ltd.		11,000		19,916
Hang Lung Group Ltd.		83,000		439,072
Hang Lung Properties Ltd.		266,000		875,972
Heiwa Real Estate Co., Ltd.		9,300		168,448
Hongkong Land Holdings Ltd.		137,000		844,596
Hulic Co., Ltd.		38,900		618,989
Hysan Development Co., Ltd.		62,342		291,624
Immofinanz AG *		131,707		576,822
Kerry Properties Ltd.		70,000		303,558
Kungsleden AB		17,608		129,332
Mitsui Fudosan Co., Ltd.		107,000		3,544,472
NTT Urban Development Corp.		19,600		250,201
PSP Swiss Property AG *		4,276		367,517
Robinsons Land Corp.		52,700		27,645
SM Prime Holdings, Inc.		894,875		396,408
Swiss Prime Site AG *		6,670		505,041
Tokyu Fudosan Holdings Corp. *		51,700		507,904
Wheelock & Co., Ltd.		107,000		546,055
				19,088,325
Total Common Stocks (cost $97,047,646)				101,874,143

11

Statement of Investments (Continued)

October 31, 2013

Nationwide Alternatives Allocation Fund (Continued)

U.S. Treasury Bonds 7.0%
	Principal Amount†		Market Value
U.S. Treasury Inflation Indexed Bonds
0.13%, 04/15/16 (a)	$	2,392,000	$	2,602,977
0.13%, 04/15/17 (a)		2,770,000		2,949,424
0.13%, 04/15/18		2,120,000		2,218,976
0.13%, 01/15/22 (a)		2,575,000		2,639,180
0.13%, 07/15/22 (a)		2,557,000		2,574,109
0.13%, 01/15/23		2,557,000		2,532,156
0.38%, 07/15/23		936,000		940,220
0.50%, 04/15/15		1,324,000		1,457,898
0.63%, 07/15/21 (a)		2,235,300		2,423,542
0.63%, 02/15/43		997,000		840,041
0.75%, 02/15/42		1,441,000		1,288,497
1.13%, 01/15/21 (a)		2,287,000		2,641,879
1.25%, 07/15/20 (a)		2,019,000		2,379,009
1.38%, 07/15/18		934,000		1,116,345
1.38%, 01/15/20		1,183,000		1,408,595
1.63%, 01/15/15		1,185,000		1,495,886
1.63%, 01/15/18		1,023,000		1,258,761
1.75%, 01/15/28		974,000		1,221,914
1.88%, 07/15/15		1,060,000		1,341,845
1.88%, 07/15/19		946,000		1,178,517
2.00%, 01/15/16		1,060,000		1,334,349
2.00%, 01/15/26		1,247,000		1,699,700
2.12%, 02/15/40		946,000		1,221,008
2.13%, 01/15/19		920,000		1,141,539
2.13%, 02/15/41		1,496,000		1,908,500
2.38%, 01/15/17		1,075,000		1,383,458
2.38%, 01/15/25		1,746,000		2,592,850
2.38%, 01/15/27		1,028,000		1,437,349
2.50%, 07/15/16		1,248,000		1,594,329
2.50%, 01/15/29		882,000		1,185,963
2.63%, 07/15/17		873,000		1,119,660
3.38%, 04/15/32		313,000		579,637
3.63%, 04/15/28		1,045,000		2,093,555
3.88%, 04/15/29		1,215,000		2,485,052
Total U.S. Treasury Bonds (cost $58,316,231)				58,286,720
U.S. Treasury Note 32.2%
U.S. Treasury Note, 3.13%, 05/15/19		245,766,000		267,347,327
Total U.S. Treasury Note (cost $267,886,293)				267,347,327
Commodity-Linked Notes 4.8%
Bank of America Corp. Commodity Note, one-month U.S. Dollar LIBOR due 05/01/14 (indexed to the Dow Jones-UBS Commodity Index 3 Month Forward Total Return) (b)(c)(d)		9,800,000		7,500,215

Commodity-Linked Notes (continued)
	Principal Amount		Market Value
JPMorgan Chase Bank, NA Commodity Note, three-month U.S. Dollar LIBOR-0.10% due 03/24/14 (indexed to the Dow Jones-UBS Commodity Index 3 Month Forward Total Return) (b)(c)(d)	$	300,000	$	234,009
JPMorgan Chase Bank, NA Commodity Note, three-month U.S. Dollar LIBOR-0.10% due 04/01/14 (indexed to the Dow Jones-UBS Commodity Index 3 Month Forward Total Return) (b)(c)(d)		440,00		352,960
JPMorgan Chase Bank, NA Commodity Note, three-month U.S. Dollar LIBOR-0.10% due 05/30/14 (indexed to the Dow Jones-UBS Commodity Index 3 Month Forward Total Return) (b)(c)(d)		250,000		219,455
JPMorgan Chase Bank, NA Commodity Note, three-month U.S. Dollar LIBOR-0.10% due 08/04/14 (indexed to the Dow Jones-UBS Commodity Index 3 Month Forward Total Return) (b)(c)(d)		290,000		289,141
JPMorgan Chase Bank, NA Commodity Note, three-month U.S. Dollar LIBOR-0.10% due 10/27/14 (indexed to the Dow Jones-UBS Commodity Index 3 Month Forward Total Return) (b)(c)(d)		29,970,000		28,367,548
JPMorgan Chase Bank, NA Commodity Note, three-month U.S. Dollar LIBOR-0.10% due 11/03/14 (indexed to the Dow Jones-UBS Commodity Index 3 Month Forward Total Return) (b)(c)(d)		1,720,000		1,694,530
UBS AG Commodity Note, one-month U.S. Dollar LIBOR due 04/24/14 (indexed to the Dow Jones-UBS Commodity Index 3 Month Forward Total Return) (b)(c)(d)		250,000		188,246
UBS AG Commodity Note, one-month U.S. Dollar LIBOR due 06/20/14 (indexed to the Dow Jones-UBS Commodity Index 3 Month Forward Total Return) (b)(c)(d)		250,000		219,513

12

Statement of Investments (Continued)

October 31, 2013

Nationwide Alternatives Allocation Fund (Continued)

Commodity-Linked Notes (continued)
	Principal Amount		Market Value
UBS AG Commodity Note, three-month U.S. Dollar LIBOR due 08/22/14 (indexed to the Dow Jones-UBS Commodity Index 3 Month Forward Total Return) (b)(c)(d)	$	450,000	$	436,061
UBS AG Commodity Note, three-month U.S. Dollar LIBOR due 10/15/14 (indexed to the Dow Jones-UBS Commodity Index 3 Month Forward Total Return) (b)(c)(d)		250,000		231,808
UBS AG Commodity Note, three-month U.S. Dollar LIBOR due 09/08/14 (indexed to the Dow Jones-UBS Commodity Index 3 Month Forward Total Return) (b)(c)(d)		330,000		346,737
Total Commodity-Linked Notes (cost $44,300,000)				40,080,223
Purchased Options 0.1%
	Number of Contracts
Call Options 0.1%
KOSPI 200 Index, Expires 12/12/13, Strike Price KRW 265.53 *		83		245,308
KOSPI 200 Index, Expires 12/12/13, Strike Price KRW 263.70 *		3		10,569
KOSPI 200 Index, Expires 12/12/13, Strike Price KRW 260.25 *		33		155,286
KOSPI 200 Index, Expires 12/12/13, Strike Price KRW 262.70 *		1		3,852
SET50 Index, Expires 12/27/13, Strike Price THB 969.50 *		4		7,316
SET50 Index, Expires 12/27/13, Strike Price THB 987.37 *		32		47,835
SET50 Index, Expires 12/27/13, Strike Price THB 972.25 *		76		134,906
Total Purchased Options (cost $4,692)				605,072

Mutual Fund 41.6%
	Shares		Market Value
Money Market Fund 41.6%
Fidelity Institutional Money Market Fund — Institutional Class, 0.08% (e)		345,109,370	$	345,109,370
Total Mutual Fund (cost $345,109,370)				345,109,370
Total Investments (cost $812,664,232) (f) — 98.0%				813,302,855
Other assets in excess of liabilities — 2.0%				16,801,380
NET ASSETS — 100.0%			$	830,104,235

*     Denotes a non-income producing security.

†    Principal amounts are not adjusted for inflation.

(a)  Security or a portion of the security was used to cover the margin requirement for futures contracts.

(b)  Variable Rate Security. The rate reflected in the Statement of Investments is the rate in effect on October 31, 2013. The maturity date represents the actual maturity date.

(c)  Security is linked to the Dow Jones-UBS Commodity Index 3 Month Forward Total Return. Security does not guarantee any return of principal at maturity but instead, will pay at maturity or upon exchange, an amount based on the closing value of the Dow Jones-UBS Commodity Index 3 Month Forward Total Return. Although these instruments are primarily debt obligations, they indirectly provide exposure to changes in the value of the underlying commodities. Holders of the security have the right to exchange these notes at any time.

(d)  Rule 144A, Section 4(2), or other security which is restricted as to sale to institutional investors. These securities were deemed liquid pursuant to procedures approved by the Board of Trustees. The aggregate value of these securities at October 31, 2013 was $40,080,223 which represents 4.83% of net assets.

(e)  Represents 7-day effective yield as of October 31, 2013.

(f)   See notes to financial statements for tax unrealized appreciation/(depreciation) of securities.

AB                  Stock Company

AG                 Stock Corporation

AS                  Stock Corporation

Bhd                Public Limited Company

13

Statement of Investments (Continued)

October 31, 2013

Nationwide Alternatives Allocation Fund (Continued)

KOSPI            Korean Composite Stock Price Index

KRW               South Korean Won

LIBOR            London Interbank Offered Rate

Ltd.                Limited

NA                 National Association

NV                  Public Traded Company

PCL                Public Company Limited

PLC                Public Limited Company

REIT               Real Estate Investment Trust

SA                  Stock Company

SCA                Limited partnership with share capital

SE                   European Public Limited Liability Company

SET                Stock Exchange of Thailand

SpA                Limited Share Company

THB                Thailand Baht

At October 31, 2013, the Fund’s open written options contracts were as follows:

Put Options

Number of contracts	Description	Counterparty	Expiration Date		Premiums Paid/(Received)		Value at October 31, 2013			Unrealized Appreciation/ (Depreciation)
83	KOSPI 200 Index (Strike Price KRW 265.53)	Credit Suisse International		12/12/13	$	—	$	(158,670	)	$	(158,670	)
3	KOSPI 200 Index (Strike Price KRW 263.70)	Credit Suisse International		12/12/13		—		(4,863	)		(4,863	)
33	KOSPI 200 Index (Strike Price KRW 260.25)	Credit Suisse International		12/12/13		—		(39,036	)		(39,036	)
1	KOSPI 200 Index (Strike Price KRW 262.70)	Credit Suisse International		12/12/13		—		(1,480	)		(1,480	)
4	SET50 Index (Strike Price THB 969.50)	Credit Suisse International		12/27/13		—		(4,604	)		(4,604	)
76	SET50 Index (Strike Price THB 972.25)	Credit Suisse International		12/27/13		—		(90,081	)		(90,081	)
32	SET50 Index (Strike Price THB 987.37)	Credit Suisse International		12/27/13		—		(44,442	)		(44,442	)
					$	—	$	(343,176	)	$	(343,176	)

Amounts designated as “—” are zero or have been rounded to zero.

At October 31, 2013, the Fund’s open swap contracts were as follows:

Credit default swaps on sovereign issues — sell protection¹

Counterparty	Reference Entity	Fixed Annual Rate Paid by Fund			Notional Amount2		Implied Credit Spread as of October 31, 20133			Termination Date		Upfront Premium (Received)/ Paid4			Unrealized Appreciation/ (Depreciation)
Bank of America Corp.	Federal Republic of Brazil		1.00	%	$	3,600,000		1.487	%		12/20/17	$	(11,443	)	$	(54,464	)
Bank of America Corp.	Republic of Colombia		1.00			100,000		0.955			06/20/17		(1,586	)		1,862
Bank of America Corp.	Republic of Indonesia		1.00			3,600,000		1.382			06/20/17		(111,871	)		67,416

14

Statement of Investments (Continued)

October 31, 2013

Nationwide Alternatives Allocation Fund (Continued)

Credit default swaps on sovereign issues — sell protection¹ (continued)

Counterparty	Reference Entity	Fixed Annual Rate Paid by Fund			Notional Amount2		Implied Credit Spread as of October 31, 20133			Termination Date		Upfront Premium (Received)/ Paid4			Unrealized Appreciation/ (Depreciation)
Bank of America Corp.	Republic of Indonesia		1.00	%	$	1,400,000		1.523	%		12/20/17	$	(27,060	)	$	(438	)
Bank of America Corp.	Republic of Philippines		1.00			1,000,000		0.597			06/20/17		(22,968	)		38,632
Bank of America Corp.	Republic of Philippines		1.00			500,000		0.688			12/20/17		(5,078	)		12,012
Credit Suisse International	Republic of Colombia		1.00			100,000		0.850			12/20/16		(2,873	)		3,456
Credit Suisse International	Republic of Colombia		1.00			9,100,000		1.242			12/20/18		(140,999	)		43,085
Credit Suisse International	Republic of Indonesia		1.00			200,000		1.195			12/20/16		(5,834	)		4,863
Credit Suisse International	Republic of Indonesia		1.00			200,000		1.295			03/20/17		(6,541	)		4,823
Credit Suisse International	Republic of Indonesia		1.00			100,000		1.295			03/20/17		(2,156	)		1,298
Credit Suisse International	Republic of Panama		1.00			100,000		0.790			09/20/16		(55	)		774
Credit Suisse International	Republic of Panama		1.00			3,100,000		1.181			12/20/18		(48,033	)		24,052
Credit Suisse International	Republic of Peru		1.00			500,000		0.861			09/20/16		(6,063	)		8,642
Credit Suisse International	Republic of Peru		1.00			100,000		0.861			09/20/16		(684	)		1,200
Credit Suisse International	Republic of Peru		1.00			1,200,000		0.998			06/20/17		(25,919	)		27,411
Credit Suisse International	Republic of Peru		1.00			5,000,000		1.282			12/20/18		(110,834	)		47,390
Credit Suisse International	Republic of Philippines		1.00			200,000		0.448			09/20/16		(3,222	)		6,637
Credit Suisse International	Republic of Philippines		1.00			200,000		0.478			12/20/16		(8,899	)		12,397
Credit Suisse International	Republic of Turkey		1.00			1,800,000		1.363			09/20/16		(78,529	)		62,054
Credit Suisse International	Republic of Turkey		1.00			100,000		1.363			09/20/16		(2,392	)		1,478
Credit Suisse International	Republic of Turkey		1.00			600,000		1.452			03/20/17		(27,246	)		18,993
Credit Suisse International	Republic of Venezuela		5.00			1,200,000		9.476			09/20/16		(214,200	)		89,741
Credit Suisse International	Republic of Venezuela		5.00			100,000		9.476			09/20/16		(9,811	)		(561	)
Credit Suisse International	Republic of Venezuela		5.00			100,000		9.499			12/20/16		(11,217	)		35
Credit Suisse International	Republic of Venezuela		5.00			200,000		9.545			03/20/17		(13,883	)		(10,169	)
Credit Suisse International	Russia Foreign Bond		1.00			1,500,000		1.097			09/20/16		(33,229	)		30,834
Credit Suisse International	Russia Foreign Bond		1.00			100,000		1.097			09/20/16		(1,161	)		1,002
Deutsche Bank AG	Federal Republic of Brazil		1.00			1,100,000		1.191			09/20/16		(7,230	)		2,519
Deutsche Bank AG	Federal Republic of Brazil		1.00			100,000		1.191			09/20/16		(414	)		(14	)
Deutsche Bank AG	Federal Republic of Brazil		1.00			4,100,000		1.382			06/20/17		(80,281	)		29,416
Deutsche Bank AG	Federal Republic of Brazil		1.00			16,800,000		1.727			12/20/18		(593,078	)		19,386
Deutsche Bank AG	Republic of Indonesia		1.00			11,500,000		1.909			12/20/18		(809,756	)		321,182
Deutsche Bank AG	Republic of Panama		1.00			800,000		0.790			09/20/16		(1,173	)		6,921
Deutsche Bank AG	Republic of Peru		1.00			2,400,000		1.076			12/20/17		0			(4,580	)
Deutsche Bank AG	Republic of Philippines		1.00			14,300,000		0.933			12/20/18		(151,164	)		215,584
Deutsche Bank AG	Republic of Turkey		1.00			200,000		1.452			03/20/17		(11,436	)		8,685
Deutsche Bank AG	Republic of Turkey		1.00			2,300,000		1.599			12/20/17		(56,487	)		4,287
Deutsche Bank AG	Republic of Turkey		1.00			22,100,000		1.854			12/20/18		(1,201,298	)		315,594
Deutsche Bank AG	Republic of Venezuela		5.00			3,600,000		9.585			06/20/17		(331,416	)		(131,402	)
Deutsche Bank AG	Republic of Venezuela		5.00			900,000		9.650			12/20/17		(80,879	)		(48,816	)
Deutsche Bank AG	Republic of Venezuela		5.00			23,000,000		9.771			12/20/18		(3,597,035	)		(373,257	)
Deutsche Bank AG	Russia Foreign Bond		1.00			200,000		1.205			03/20/17		(10,753	)		9,620
Deutsche Bank AG	Russia Foreign Bond		1.00			2,200,000		1.265			06/20/17		(97,329	)		79,156
Deutsche Bank AG	Russia Foreign Bond		1.00			600,000		1.361			12/20/17		(11,285	)		3,288
Deutsche Bank AG	Russia Foreign Bond		1.00			14,700,000		1.616			12/20/18		(505,193	)		80,748
Deutsche Bank AG	United Mexican States		1.00			3,900,000		0.754			06/20/17		(57,876	)		96,886
Deutsche Bank AG	United Mexican States		1.00			21,700,000		1.047			12/20/18		(210,863	)		185,701
UBS AG	Federal Republic of Brazil		1.00			300,000		1.318			03/20/17		(5,689	)		2,876
UBS AG	Republic of Indonesia		1.00			1,100,000		1.133			09/20/16		(18,400	)		15,522
UBS AG	Republic of Indonesia		1.00			100,000		1.133			09/20/16		(970	)		709
UBS AG	Republic of Panama		1.00			100,000		0.790			09/20/16		(1,014	)		1,733
UBS AG	Republic of Panama		1.00			500,000		0.875			03/20/17		(7,617	)		10,286

15

Statement of Investments (Continued)

October 31, 2013

Nationwide Alternatives Allocation Fund (Continued)

Credit default swaps on sovereign issues — sell protection¹ (continued)

Counterparty	Reference Entity	Fixed Annual Rate Paid by Fund			Notional Amount2		Implied Credit Spread as of October 31, 20133			Termination Date		Upfront Premium (Received)/ Paid4			Unrealized Appreciation/ (Depreciation)
UBS AG	Republic of Panama		1.00	%	$	1,900,000		0.924	%		06/20/17	$	(30,833	)	$	38,245
UBS AG	Republic of Peru		1.00			300,000		0.894			12/20/16		(3,826	)		5,161
UBS AG	Republic of Peru		1.00			100,000		0.949			03/20/17		(2,266	)		2,552
UBS AG	Republic of Philippines		1.00			600,000		0.448			09/20/16		(9,754	)		20,000
UBS AG	Republic of Philippines		1.00			100,000		0.448			09/20/16		(884	)		2,592
UBS AG	Republic of Turkey		1.00			100,000		1.363			09/20/16		(2,745	)		1,830
UBS AG	Republic of Turkey		1.00			4,100,000		1.508			06/20/17		(201,009	)		132,187
UBS AG	Russia Foreign Bond		1.00			300,000		1.138			12/20/16		(9,236	)		8,308
												$	(9,042,975	)	$	1,507,360

Centrally cleared credit default swaps on credit indices — sell protection¹

Reference Entity	Fixed Annual Rate Paid by Fund			Notional Amount2		Implied Credit Spread as of October 31, 20133			Termination Date		Upfront Premium (Received)/ Paid4		Unrealized Appreciation/ (Depreciation)
Markit CDX North America High Yield Index Series 20		5.00	%	$	116,220,000		3.534	%		12/20/18	$	5,578,102	$	2,725,090
											$	5,578,102	$	2,725,090

CDX Credit Default Swap Index

1 The Fund, as a seller of credit protection, receives periodic payments and any upfront premium from the protection buyer, and is obligated to make a contingent payment, upon occurrence of a credit event with respect to an underlying reference obligation, as defined under the terms of each individual swap contract.

2 The notional amount is the maximum amount that a seller of a credit default swap would be obligated to pay and a buyer of credit protection would receive, upon occurrence of a credit event.

3 Implied credit spreads are an indication of the seller’s performance risk, related to the likelihood of a credit event occurring that would require a seller to make a payment to a buyer. Implied credit spreads are used to determine the value of swap contracts and reflect the cost of buying/selling protection, which may include upfront payments made to enter into the contract. Therefore, higher spreads would indicate a greater likelihood that a seller will be obligated to perform (i.e., make payment) under the swap contract. Increasing values, in absolute terms and relative notional amounts, are also indicative of greater performance risk. Implied credit spreads for credit default swaps on credit indices are linked to the weighted average spread across the underlying reference obligations included in a particular index.

4 Upfront premiums generally related to payments received at the initiation of the agreement to compensate the differences between the stated terms of the swap agreement and current market conditions (credit spreads, interest rates and other relevant factors).

At October 31, 2013, the Fund has $120,000 and $11,540,000 segregated as collateral with Bank of America Corp. and Deutsche Bank AG, respectively, for open credit default swap contracts.

Equity Swaps

Counterparty	Reference Entity	Termination Date		Notional Amount		Unrealized Appreciation/ (Depreciation)
Credit Suisse International	Bovespa Index		12/18/13	BRL	25,218,276	$	237,414
Credit Suisse International	FTSE KLCI Index		11/29/13	MYR	16,679,636		(43,257	)
Credit Suisse International	ISE 30 Index		12/31/13	TRY	4,551,097		(38,428	)
Credit Suisse International	RTS Index		12/16/13	$	5,701,827		213,833
Credit Suisse International	WIG20 Index		12/20/13	PLN	3,849,921		65,327
						$	434,889

16

Statement of Investments (Continued)

October 31, 2013

Nationwide Alternatives Allocation Fund (Continued)

BRL                Brazilian Real

FTSE              Financial Times Stock Exchange

ISE                  Istanbul Stock Exchange

KLCI               Kuala Lumpur Composite Index

MYR               Malaysia Ringgit

PLN                Poland Zloty

RTS                Russian Trading System

TRY                Turkish Lira

WIG               Warsaw Stock Exchange

At October 31, 2013, the Fund has $2,120,000 segregated as collateral with Credit Suisse International for open written options, credit default swaps, and equity swaps contracts.

At October 31, 2013, the Fund’s open futures contracts were as follows (Note 2):

Number of Contracts		Long Contracts	Expiration		Notional Value Covered by Contracts		Unrealized Appreciation/ (Depreciation)
	49	Australian 10 Year Bond Future		12/16/13	$	5,396,819	$	411
	54	Canadian 10 Year Bond Future		12/18/13		6,802,762		120,130
	1,005	EURO-BOBL Future		12/06/13		170,963,058		1,764,761
	170	FTSE/JSE Top 40 Future		12/19/13		6,921,081		168,729
	263	H-Shares Index Future		11/28/13		18,041,603		794,785
	34	Japan 10 Year Bond Treasury Future		12/11/13		50,161,497		440,512
	62	Long GILT Future		12/27/13		11,060,445		126,982
	180	Mexican Bolsa Index Future		12/20/13		5,654,433		(27,829	)
	353	MSCI Taiwan Index Future		11/28/13		10,515,870		12,532
	476	SGX S&P CNX Nifty Future		11/28/13		6,019,496		93,684
					$	291,537,064	$	3,494,697

BOBL             Bundesobligationen (Federal Republic of Germany)

CNX               CRISIL NSE Index

FTSE              Financial Times Stock Exchange

GILT               Government Index-Linked Treasury

JSE                 Johannesburg Stock Exchange

SGX                Singapore Exchange

At October 31, 2013, the Fund’s open forward foreign currency contracts against the United States Dollar were as follows (Note 2):

Currency	Counterparty	Delivery Date		Currency Delivered			Contract Value			Market Value			Unrealized Appreciation/ (Depreciation)
Short Contracts:
Brazilian Real	UBS AG		11/04/13		(23,600,000	)	$	(10,781,179	)	$	(10,534,774	)	$	246,405
Turkish Lira	UBS AG		12/18/13		(100,000	)		(48,400	)		(49,705	)		(1,305	)
Total Short Contracts							$	(10,829,579	)	$	(10,584,479	)	$	245,100

17

Statement of Investments (Continued)

October 31, 2013

Nationwide Alternatives Allocation Fund (Continued)

Currency	Counterparty	Delivery Date		Currency Received		Contract Value		Market Value		Unrealized Appreciation/ (Depreciation)
Long Contracts:
Brazilian Real	UBS AG		11/04/13		600,000	$	270,819	$	267,833	$	(2,986	)
Brazilian Real	UBS AG		11/04/13		16,600,000		7,309,234		7,410,053		100,819
Brazilian Real	UBS AG		11/04/13		6,400,000		2,877,116		2,856,888		(20,228	)
Brazilian Real	UBS AG		12/03/13		23,600,000		10,708,776		10,461,167		(247,609	)
Czech Republic Koruna	UBS AG		12/18/13		2,200,000		115,907		115,802		(105	)
Czech Republic Koruna	UBS AG		12/18/13		2,200,000		117,122		115,802		(1,320	)
Hong Kong Dollar	UBS AG		12/18/13		40,700,000		5,249,495		5,250,177		682
Hong Kong Dollar	UBS AG		12/18/13		3,000,000		386,956		386,991		35
Hong Kong Dollar	UBS AG		12/18/13		107,400,000		13,853,149		13,854,275		1,126
Hungarian Forint	UBS AG		12/18/13		39,200,000		176,992		179,522		2,530
Hungarian Forint	UBS AG		12/18/13		19,600,000		85,806		89,761		3,955
Indian Rupee	UBS AG		12/18/13		96,800,000		1,449,536		1,558,930		109,394
Indian Rupee	UBS AG		12/18/13		8,800,000		140,340		141,721		1,381
Indian Rupee	UBS AG		12/18/13		237,600,000		3,690,301		3,826,464		136,163
Korean Won	UBS AG		12/18/13		3,935,400,000		3,611,784		3,698,005		86,221
Korean Won	UBS AG		12/18/13		10,869,200,000		10,072,468		10,213,537		141,069
Korean Won	UBS AG		12/18/13		281,100,000		257,961		264,143		6,182
Korean Won	UBS AG		12/18/13		562,200,000		522,182		528,286		6,104
Malaysian Ringgit	UBS AG		12/18/13		300,000		94,212		94,777		565
Malaysian Ringgit	UBS AG		12/18/13		300,000		91,127		94,777		3,650
Malaysian Ringgit	UBS AG		12/18/13		8,700,000		2,675,277		2,748,532		73,255
Malaysian Ringgit	UBS AG		12/18/13		3,300,000		997,612		1,042,547		44,935
Mexican Peso	UBS AG		12/18/13		2,200,000		166,965		168,020		1,055
Mexican Peso	UBS AG		12/18/13		48,400,000		3,661,950		3,696,433		34,483
Mexican Peso	UBS AG		12/18/13		1,100,000		83,366		84,010		644
Mexican Peso	UBS AG		12/18/13		17,600,000		1,327,521		1,344,158		16,637
Polish Zlotych	UBS AG		12/18/13		3,000,000		957,426		971,184		13,758
Polish Zlotych	UBS AG		12/18/13		1,200,000		370,356		388,474		18,118
South African Rand	UBS AG		12/18/13		1,400,000		138,686		138,524		(162	)
South African Rand	UBS AG		12/18/13		48,300,000		4,738,313		4,779,073		40,760
South African Rand	UBS AG		12/18/13		1,400,000		138,279		138,524		245
South African Rand	UBS AG		12/18/13		16,800,000		1,658,538		1,662,286		3,748
Taiwan Dollar	UBS AG		12/18/13		3,300,000		112,841		112,433		(408	)
Taiwan Dollar	UBS AG		12/18/13		3,300,000		111,993		112,433		440
Taiwan Dollar	UBS AG		12/18/13		85,800,000		2,909,215		2,923,270		14,055
Taiwan Dollar	UBS AG		12/18/13		231,000,000		7,851,801		7,870,341		18,540
Thailand Baht	UBS AG		12/18/13		59,500,000		1,896,717		1,906,243		9,526
Thailand Baht	UBS AG		12/18/13		24,500,000		755,939		784,923		28,984
Turkish Lira	UBS AG		12/18/13		1,000,000		484,174		497,050		12,876
Turkish Lira	UBS AG		12/18/13		2,500,000		1,214,447		1,242,624		28,177
Turkish Lira	UBS AG		12/18/13		100,000		49,478		49,705		227
Total Long Contracts							$93,382,177	$	94,069,698	$	687,521

The accompanying notes are an integral part of these financial statements.

18

Statement of Assets and Liabilities

October 31, 2013

	Nationwide Alternatives Allocation Fund
Assets:
Investments, at value (cost $812,664,232)	$	813,302,855
Cash		136,202
Restricted cash, collateral for open written options, credit default swaps, and equity swaps contracts		13,780,000
Foreign currencies, at value (cost $467,676)		464,647
Interest and dividends receivable		3,876,307
Receivable for investments sold		1,643
Receivable for capital shares issued		9,477
Reclaims receivable		4,947
Swaps contracts, at value (Note 2)		685,803
Receivable for variation margin on swap contracts		6,029,348
Unrealized appreciation on forward foreign currency contracts (Note 2)		1,206,744
Prepaid expenses		26,057
Total Assets		839,524,030
Liabilities:
Payable for investments purchased		6,606
Payable for capital shares redeemed		280,917
Payable for variation margin on futures contracts		1,297
Cash collateral due to broker for open swap contracts		410,000
Written options, at value (premiums $0)(Note 2)		343,176
Swap contracts, at value (Note 2)		7,786,529
Unrealized depreciation on forward foreign currency contracts (Note 2)		274,123
Accrued expenses and other payables:
Investment advisory fees		235,992
Fund administration fees		22,998
Distribution fees		669
Administrative servicing fees		102
Accounting and transfer agent fees		1,877
Trustee fees		568
Deferred capital gain country tax		3,523
Custodian fees		2,500
Compliance program costs (Note 3)		3
Professional fees		39,204
Printing fees		8,125
Other		1,586
Total Liabilities		9,419,795
Net Assets	$	830,104,235
Represented by:
Capital	$	823,971,768
Accumulated distributions in excess of net investment income		1,997,205
Accumulated net realized losses from investment, futures, forward and foreign currency, written option, and swap transactions		(5,194,627	)
Net unrealized appreciation/(depreciation) from investments†		635,100
Net unrealized appreciation/(depreciation) from futures contracts (Note 2)		3,494,697
Net unrealized appreciation/(depreciation) from forward foreign currency contracts (Note 2)		932,621
Net unrealized appreciation/(depreciation) from translation of assets and liabilities denominated in foreign currencies		(56,692	)
Net unrealized appreciation/(depreciation) from written options (Note 2)		(343,176	)
Net unrealized appreciation/(depreciation) from swap contracts (Note 2)		4,667,339
Net Assets	$	830,104,235

† Net of $3,523 of deferred capital gain country tax.

19

Statement of Assets and Liabilities (Continued)

October 31, 2013

	Nationwide Alternatives Allocation Fund
Net Assets:
Class A Shares	$	1,237,486
Class C Shares		492,813
Institutional Service Class Shares		82,618
Institutional Class Shares		828,291,318
Total	$	830,104,235
Shares Outstanding (unlimited number of shares authorized):
Class A Shares		126,306
Class C Shares		50,876
Institutional Service Class Shares		8,408
Institutional Class Shares		84,314,017
Total		84,499,607
Net asset value and redemption price per share (Net assets by class divided by shares outstanding by class, respectively):
Class A Shares(a)	$	9.80
Class C Shares(b)	$	9.69
Institutional Service Class Shares	$	9.83
Institutional Class Shares	$	9.82
Maximum offering price per share (100%/(100%-maximum sales charge) of net asset value adjusted to the nearest cent):
Class A Shares	$	10.03
Maximum Sales Charge:
Class A Shares		2.25	%

(a) For Class A Shares, the redemption price per share is reduced by 0.75% on sales of shares of original purchases of $500,000 or more or that were not subject to a front-end sales charge made within 18 months of the purchase date.

(b) For Class C Shares, the redemption price per share is reduced by 1.00% for shares held less than one year.

The accompanying notes are an integral part of these financial statements.

20

Statement of Operations

For the Year Ended October 31, 2013

	Nationwide Alternatives Allocation Fund
INVESTMENT INCOME:
Dividend income	$	1,037,813
Interest income		1,181,549
Other income		45
Foreign tax withholding		(36,490	)
Total Income		2,182,917
EXPENSES:
Investment advisory fees		1,042,040
Fund administration fees		142,447
Distribution fees Class A		2,386
Distribution fees Class C		4,352
Administrative servicing fees Class A		585
Registration and filing fees		47,441
Professional fees		64,116
Printing fees		20,182
Trustee fees		7,595
Custodian fees		18,027
Accounting and transfer agent fees		16,706
Compliance program costs (Note 3)		1,160
Other		46,685
Total expenses before earnings credit and expenses reimbursed		1,413,722
Earnings credit (Note 5)		(9,326	)
Expenses reimbursed by adviser (Note 3)		(347,963	)
Net Expenses		1,056,433
NET INVESTMENT INCOME		1,126,484
REALIZED/UNREALIZED GAINS (LOSSES) FROM INVESTMENTS:
Net realized losses from investment transactions		(1,827,338	)
Net realized gains from futures transactions (Note 2)		80,703
Net realized losses from forward and foreign currency transactions (Note 2)		(477,728	)
Net realized losses from written option transactions (Note 2)		(503,578	)
Net realized gains from swap transactions (Note 2)		4,435,791
Net realized gains from investment, futures, forward and foreign currency, written options, and swap transactions		1,707,850
Net change in unrealized appreciation/(depreciation) from investments††		(489,731	)
Net change in unrealized appreciation/(depreciation) from futures contracts (Note 2)		3,457,077
Net change in unrealized appreciation/(depreciation) from forward foreign currency contracts (Note 2)		750,078
Net change in unrealized appreciation/(depreciation) from translation of assets and liabilities denominated in foreign currencies		(51,946	)
Net change in unrealized appreciation/(depreciation) from written options (Note 2)		(220,177	)
Net change in unrealized appreciation/(depreciation) from swap contracts (Note 2)		3,719,582
Net change in unrealized appreciation/(depreciation) from investments, futures contracts, forward foreign currency contracts, translation of assets and liabilities denominated in foreign currencies, written options, and swap contracts		7,164,883
Net realized/unrealized gains from investments, futures, forward and foreign currency transactions, translation of assets and liabilities denominated in foreign currencies, written options, and swap contracts		8,872,733
CHANGE IN NET ASSETS RESULTING FROM OPERATIONS	$	9,999,217

†† Net of increase in deferred capital gain country tax accrual on unrealized depreciation of $3,523.

The accompanying notes are an integral part of these financial statements.

21

Statements of Changes in Net Assets

	Nationwide Alternatives Allocation Fund
	Year Ended October 31, 2013			Year Ended October 31, 2012
Operations:
Net investment income	$	1,126,484		$	881,844
Net realized gains from investment, futures, forward and foreign currency, written option, and swap transactions		1,707,850			4,912,299
Net change in unrealized appreciation/(depreciation) from investments, futures contracts, forward foreign currency contracts, translation of assets and liabilities denominated in foreign currencies, written options, and swap contracts		7,164,883			(1,399,121	)
Change in net assets resulting from operations		9,999,217			4,395,022
Distributions to Shareholders From:
Net investment income:
Class A		(3,230	)		—
Class C		—			—
Institutional Service Class		(67	)		(8	)
Institutional Class		(1,451,513	)		(150,008	)
Change in net assets from shareholder distributions		(1,454,810	)		(150,016	)
Change in net assets from capital transactions		634,082,770			17,275,341
Change in net assets		642,627,177			21,520,347
Net Assets:
Beginning of year		187,477,058			165,956,711
End of year	$	830,104,235		$	187,477,058
Accumulated undistributed (distributions in excess of) net investment income at end of year	$	1,997,205		$	(690,314	)
CAPITAL TRANSACTIONS:
Class A Shares
Proceeds from shares issued	$	842,794		$	427,024
Dividends reinvested		3,083			—
Cost of shares redeemed		(317,253	)		(251,239	)
Total Class A Shares		528,624			175,785
Class C Shares
Proceeds from shares issued		172,669			226,058
Dividends reinvested		—			—
Cost of shares redeemed		(8,745	)		(38,624	)
Total Class C Shares		163,924			187,434
Institutional Service Class Shares
Proceeds from shares issued		74,601			—
Dividends reinvested		67			8
Cost of shares redeemed		(54	)		—
Total Institutional Service Class Shares		74,614			8
Institutional Class Shares
Proceeds from shares issued		690,499,174			51,792,053
Dividends reinvested		1,451,513			150,008
Cost of shares redeemed		(58,635,079	)		(35,029,947	)
Total Institutional Class Shares		633,315,608			16,912,114
Change in net assets from capital transactions	$	634,082,770		$	17,275,341

22

Statements of Changes in Net Assets (Continued)

	Nationwide Alternatives Allocation Fund
	Year Ended October 31, 2013			Year Ended October 31, 2012
SHARE TRANSACTIONS:
Class A Shares
Issued		85,783			45,644
Reinvested		313			—
Redeemed		(32,426	)		(26,429	)
Total Class A Shares		53,670			19,215
Class C Shares
Issued		17,759			24,427
Reinvested		—			—
Redeemed		(900	)		(4,105	)
Total Class C Shares		16,859			20,322
Institutional Service Class Shares
Issued		7,505			—
Reinvested		7			1
Redeemed		(5	)		—
Total Institutional Service Class Shares		7,507			1
Institutional Class Shares
Issued		71,213,198			5,479,295
Reinvested		147,362			16,668
Redeemed		(6,124,539	)		(3,758,195	)
Total Institutional Class Shares		65,236,021			1,737,768
Total change in shares		65,314,057			1,777,306

Amounts designated as “–” are zero or have been rounded to zero.

The accompanying notes are an integral part of these financial statements.

23

Financial Highlights

Selected data for each share of capital outstanding throughout the periods indicated

Nationwide Alternatives Allocation Fund

			Operations									Distributions													Ratios/Supplemental Data
	Net Asset Value, Beginning of Period		Net Investment Income (Loss)			Net  Realized and Unrealized Gains (Losses) from Investments			Total from Operations			Net Investment Income			Total Distributions			Redemption Fees		Net Asset Value, End of Period		Total Return(a)(b)			Net Assets at End of Period		Ratio of Expenses to Average Net Assets(c)		Ratio of Net Investment Income (Loss) to Average Net Assets(c)			Ratio of Expenses (Prior to Reimbursements) to Average Net Assets(c)(d)		Portfolio Turnover(e)
Class A Shares
Year Ended October 31, 2013(f)	$	9.74		0.01			0.09			0.10			(0.04	)		(0.04	)		—	$	9.80		1.07%		$	1,237,486		0.71%		0.12%			0.86%		7.42%
Year Ended October 31, 2012(f)	$	9.53		0.02			0.19			0.21			—			—			—	$	9.74		2.20%		$	707,666		0.72%		0.18%			0.93%		87.25%
Period Ended October 31, 2011(f)(g)	$	10.00		0.01			(0.48	)		(0.47	)		—			—			—	$	9.53		(4.70%	)	$	508,909		0.65%		0.24%			1.15%		15.06%
Class C Shares
Year Ended October 31, 2013(f)	$	9.66		(0.05	)		0.08			0.03			—			—			—	$	9.69		0.31%		$	492,813		1.40%		(0.56%	)		1.55%		7.42%
Year Ended October 31, 2012(f)	$	9.51		(0.05	)		0.20			0.15			—			—			—	$	9.66		1.58%		$	328,521		1.40%		(0.52%	)		1.61%		87.25%
Period Ended October 31, 2011(f)(g)	$	10.00		(0.01	)		(0.48	)		(0.49	)		—			—			—	$	9.51		(4.90%	)	$	130,226		1.39%		(0.47%	)		1.95%		15.06%
Institutional Service Class Shares
Year Ended October 31, 2013(f)	$	9.77		0.04			0.09			0.13			(0.07	)		(0.07	)		—	$	9.83		1.38%		$	82,618		0.40%		0.42%			0.54%		7.42%
Year Ended October 31, 2012(f)	$	9.53		0.05			0.20			0.25			(0.01	)		(0.01	)		—	$	9.77		2.62%		$	8,803		0.40%		0.49%			0.60%		87.25%
Period Ended October 31, 2011(f)(g)	$	10.00		0.01			(0.48	)		(0.47	)		—			—			—	$	9.53		(4.70%	)	$	8,580		0.40%		0.40%			0.77%		15.06%
Institutional Class Shares
Year Ended October 31, 2013(f)	$	9.77		0.04			0.09			0.13			(0.08	)		(0.08	)		—	$	9.82		1.28%		$	828,291,318		0.40%		0.43%			0.54%		7.42%
Year Ended October 31, 2012(f)	$	9.53		0.05			0.20			0.25			(0.01	)		(0.01	)		—	$	9.77		2.61%		$	186,432,068		0.40%		0.49%			0.61%		87.25%
Period Ended October 31, 2011(f)(g)	$	10.00		0.01			(0.48	)		(0.47	)		—			—			—	$	9.53		(4.70%	)	$	165,308,996		0.40%		0.41%			0.76%		15.06%

Amounts designated as "–" are zero or have been rounded to zero.

(a) Excludes sales charge.

(b) Not annualized for periods less than one year.

(c) Annualized for periods less than one year.

(d) During the period, certain fees may have been waived and/or reimbursed. If such waivers/reimbursements had not occurred, the ratios would have been as indicated.

(e) Portfolio turnover is calculated on the basis of the Fund as a whole without distinguishing among the classes of shares.

(f) Per share calculations were performed using average shares method.

(g) For the period from July 26, 2011 (commencement of operations) through October 31, 2011.

The accompanying notes are an integral part of these financial statements.

24

Notes to Financial Statements

October 31, 2013

1.  Organization

Nationwide Mutual Funds (the “Trust”) is registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end management investment company, organized as a statutory trust under the laws of the State of Delaware. The Trust has authorized an unlimited number of shares of beneficial interest (“shares”), without par value. As of October 31, 2013, the Trust operates fifty-three (53) separate series, or mutual funds, each with its own investment objective(s) and strategies. This report contains the financial statements and financial highlights of the Nationwide Alternatives Allocation Fund (the “Fund”), a series of the Trust.

The Fund is a non-diversified fund, as defined in the 1940 Act.

2.  Summary of Significant Accounting Policies

The following is a summary of significant accounting policies followed by the Fund in the preparation of its financial statements. The policies are in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The preparation of financial statements requires Fund management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of income and expenses for the period. The Fund utilizes various methods to measure the value of its investments on a recurring basis. Amounts received upon the sale of such investments could differ from those estimated values and those differences could be material.

(a) Security Valuation

The fair market value of the Fund’s portfolio securities is determined in accordance with the procedures described below. U.S. GAAP defines fair market value as the price that the Fund would receive to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement date. The Trust’s investment adviser, Nationwide Fund Advisors (“NFA”), to the Fund assigns a fair value to Fund investments in accordance with a hierarchy that prioritizes the various types of inputs used to measure fair value. The hierarchy gives the highest priority to readily available unadjusted quoted prices in active markets for identical assets (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements) when market prices are not readily available or reliable.

The three levels of the hierarchy are summarized below.

— Level 1 — Quoted prices in active markets for identical assets

— Level 2 — Other significant observable inputs (including quoted prices of similar securities, interest rates, prepayment speeds, credit risk, etc.)

— Level 3 — Significant unobservable inputs (including the Fund’s own assumptions in determining the fair value of investments)

Changes in valuation techniques may result in transfers into or out of an investment’s assigned level within the hierarchy.

An investment’s categorization within the hierarchy is based on the lowest level of any input that is significant to the fair valuation in its entirety. The inputs or methodology used to value investments are not intended to indicate the risk associated with investing in those investments.

Securities for which market quotations are readily available are valued at current market value as of “Valuation Time.” Valuation Time is as of the close of regular trading on the New York Stock Exchange (usually 4:00 p.m. Eastern time). Equity securities are generally valued at the last quoted sale price or official closing price, or, if there is no such price, the last quoted bid price provided by an independent pricing service approved by the Trust’s Board of Trustees (the “Board of Trustees”). Prices are taken from the primary market or exchange on which each security trades. Shares of registered open-end management investment companies are valued at net asset value (“NAV”) as reported by such company. Investments valued in this manner are generally categorized as Level 1 investments within the hierarchy.

25

Notes to Financial Statements (continued)

October 31, 2013

The Board of Trustees has delegated authority to NFA, and the Trust’s administrator, Nationwide Fund Management LLC (“NFM”), to assign fair value. NFA and NFM have established a Fair Valuation Committee (“FVC”) to assign these fair valuations.

The FVC follows guidelines approved by the Board of Trustees to assign the fair value. The fair value of a security may differ from its quoted or published price. Fair valuation of portfolio securities may occur on a daily basis.

Securities may be fair valued in a variety of circumstances, such as where (i) market quotations are not readily available; (ii) an independent pricing service does not provide a value or the value provided by an independent pricing service is determined to be unreliable in the judgment of NFA or its designee; (iii) a significant event has occurred that affects the value of the Fund’s securities after trading has stopped (e.g., earnings announcements or news relating to natural disasters affecting an issuer’s operations); (iv) the securities are illiquid; (v) the securities have defaulted or been delisted from an exchange and are no longer trading; or (vi) any other circumstance in which the FVC believes that market quotations do not accurately reflect the value of a security.

The fair valuation of securities takes into account relevant factors and surrounding circumstances, including, but not limited to, the prices of related or comparable assets or liabilities, recent transactions, market multiples, anticipated cash flows, the nature and duration of any restrictions on transfer, book values, and other information relevant to the investment. Methods utilized to determine fair value may include, among others, the following: (i) a multiple of earnings; (ii) the discount from market value of a similar, freely traded security; (iii) the yield-to-maturity for debt issues; or (iv) a combination of these and other methods. Fair valuations may also take into account significant events that occur before Valuation Time but after the close of the principal market on which a security trades that materially affect the value of such security. The FVC monitors the results of fair valuation determinations and regularly reports the results to the Board of Trustees.

Securities listed on a foreign exchange are generally fair valued by an independent fair value pricing service approved by the Board of Trustees or otherwise are valued at the last sale price at the close of the exchange on which the security is principally traded. Securities valued in this manner are generally categorized as Level 2 and Level 1 investments, respectively, within the hierarchy. Fair valuation factors are provided by an independent pricing service provider. When fair valuation factors are utilized, the value assigned to securities may not be the same as quoted or published prices of the securities on their primary markets. Values of foreign securities, currencies, and other assets and liabilities denominated in foreign currencies are translated into U.S. dollars at the exchange rate of said currencies against the U.S. dollar, as of Valuation Time, as provided by an independent pricing service approved by the Board of Trustees.

Debt and other fixed-income securities are generally valued at the bid evaluation price provided by an independent pricing service as approved by the Board of Trustees. Independent pricing service providers may use broker-dealer quotations, reported trades or valuation estimates from their internal pricing models. The service providers’ internal models use inputs that are observable such as issuer details, interest rates, yield curves, prepayment speeds, credit risks/spreads, default rates and quoted prices for similar assets and are generally categorized as Level 2 investments within the hierarchy.

Commodity-linked notes are valued at the last quoted bid price provided by the counterparty, which generally considers the movement of an underlying commodity index as well as other terms of the contract including the leverage factor and any fee and/or interest components of the note, and are categorized as Level 2 investments within the hierarchy.

Valuation of various derivatives used by the Fund is discussed below.

26

Notes to Financial Statements (continued)

October 31, 2013

The following table provides a summary of the inputs used to value the Fund’s net assets as of October 31, 2013. Please refer to the Statements of Investments for additional information on portfolio holdings.

	Level 1			Level 2			Level 3		Total
Assets:
Commodity-Linked Notes	$	—		$	40,080,223		$	—	$	40,080,223
Common Stocks
Real Estate Investment Trusts (REITs)		55,287,801			27,498,017			—		82,785,818
Real Estate Management & Development		5,016,468			14,071,857			—		19,088,325
Total Common Stocks	$	60,304,269		$	41,569,874		$	—	$	101,874,143
Swap Contracts*		516,574			2,894,319			—		3,410,893
Forward Foreign Currency Contracts		—			1,206,744			—		1,206,744
Futures Contracts		3,522,526			—			—		3,522,526
Mutual Fund		345,109,370			—			—		345,109,370
Purchased Options		—			605,072			—		605,072
U.S. Treasury Bonds		—			58,286,720			—		58,286,720
U.S. Treasury Note		—			267,347,327			—		267,347,327
Total Assets	$	409,452,739		$	411,990,279		$	—	$	821,443,018
Liabilities:
Swap Contracts*		(81,685	)		(7,704,844	)		—		(7,786,529	)
Forward Foreign Currency Contracts		—			(274,123	)		—		(274,123	)
Futures Contracts		(27,829	)		—			—		(27,829	)
Written Options		—			(343,176	)		—		(343,176	)
Total Liabilities	$	(109,514	)	$	(8,322,143	)	$	—	$	(8,431,657	)
Total	$	409,343,225		$	403,668,136		$	—	$	813,011,361

Amounts designated as “—”, which may include fair valued securities, are zero or have been rounded to zero.

* Swap contracts are included in the table at value, with the exception of centrally cleared and equity swap contracts which are included in the table at unrealized appreciation/(depreciation).

During the year ended October 31, 2013, there were no transfers into or out of Level 1, Level 2 or Level 3.

(b) Foreign Currency Transactions

The accounting records of the Fund are maintained in U.S. dollars. The Fund engages in foreign currency transactions and translates foreign currency amounts into U.S. dollars at the current rate of exchange to determine the value of investments, assets, and liabilities. Purchases and sales of securities, receipts of income, and payments of expenses are translated at the prevailing rate of exchange on the respective date of such transactions. The Fund does not isolate that portion of the results of operations resulting from fluctuations in foreign exchange rates from those resulting from fluctuations in market prices of securities. Both fluctuations are included in the net realized and unrealized gain or loss from investments and foreign currencies.

(c) Commodity-Linked Notes

The Fund invests in commodity-linked notes to gain exposure to the investment returns of the commodity markets without direct investment in physical commodities or commodity futures contracts. The value of commodity-linked notes may be affected by a variety of factors, including, but not limited to, overall market movements and other factors affecting the value of particular industries or changes in the underlying commodity or related commodity index. Because commodity-linked notes are often leveraged, their values may be more volatile than the underlying index. Certain commodity-linked notes may be illiquid. In addition to the performance of commodities, other factors that can affect the value of commodity-linked notes include liquidity, quality, and maturity. The notes are subject to prepayment, credit, and interest rate risk. Because of the relatively small number of issuers, the Fund’s

27

Notes to Financial Statements (continued)

October 31, 2013

investment in commodity-linked notes will also be subject to counterparty risk, which is the risk that the issuer of the commodity-linked note will not fulfill its contractual obligations. If the underlying index declines from the entrance date by an amount specified in the note, the note may be automatically redeemed. The Fund can request prepayment from the issuer at any time. The Fund records a realized gain or loss when a note matures or is sold.

(d) Options

The Fund purchased call options and wrote put options on foreign indices, and entered into closing transactions with respect to such options to terminate existing positions. Such call and put option investments are utilized to replicate the performance of an index. Writing put options serves as a limited long hedge because increases in the value of the hedged investment would be offset to the extent of the premium received for writing the option. However, if the security depreciates to a price lower than the strike price of the put option, it can be expected that the put option will be exercised, and the Fund will be obligated to purchase the security at more than its market value. The Fund segregates liquid assets to cover its obligations under its option contracts.

When the Fund writes an option, an amount equal to the premium received is recorded as a liability and subsequently marked to market to reflect the current value of the option written. Premiums received from writing options which expire unexercised are treated as realized gains. Premiums received from writing options which are exercised or closed are added to the proceeds from or offset against amounts paid on the underlying transaction to determine the realized gain or loss on such underlying transaction. When the Fund writes an option, it has no control over whether the option will be exercised, and as a result bears the risk of an unfavorable change in the price of the instrument underlying the written option. Writing options entails the risk that the Fund may not be able to enter into a closing transaction because of an illiquid market.

Options traded in the over-the-counter (“OTC”) market, and which are not quoted by NASDAQ, are valued at the last sale price, if available, and otherwise at the last quoted bid price, and are generally categorized as Level 2 investments within the hierarchy. The value of an option position reflects, among other things, the implied price volatility of the underlying investment, the current market value of the underlying investment, the time remaining until expiration of the option, the relationship of the strike price to the market price of the underlying investment, and general market conditions. Options that expire unexercised have no value. The Fund uses only American-style options, which can be exercised at any time prior to the expiration date of the option. This is in contrast to European-style options which can only be exercised at expiration of the option.

The Fund effectively terminates its right or obligation under an option by entering into a closing transaction. Closing transactions permit the Fund to realize the profit or limit the loss on an option position prior to its exercise or expiration.

If the Fund is unable to effect a closing transaction for an option it purchased, it would have to exercise the option to realize any profit. The inability to enter into a closing purchase transaction for a covered call option written by the Fund could cause material losses because the Fund would be unable to sell the investment used as a cover for the written option until the option expires or is exercised.

The writing and purchasing of options is a highly specialized activity that involves investment techniques and risks different from those associated with ordinary portfolio securities transactions. Imperfect correlation between options and the securities markets may detract from the effectiveness of attempted hedging. Transactions using OTC options (other than options written by the Fund) expose the Fund to counterparty risk. To the extent required by Securities Exchange Commission (“SEC”) guidelines, the Fund will not enter into any options transactions unless it owns either (i) an offsetting (“covered”) position in securities, other options, or futures or (ii) cash and liquid obligations with a value sufficient at all times to cover its potential obligations to the extent not covered as provided in (i) above. The Fund will also earmark or set aside cash and/or appropriate liquid assets in a segregated custodial account as required by SEC and U.S. Commodity Futures Trading Commission regulations. Assets used as cover or held in a segregated account cannot be sold while the position in the corresponding option or futures contract is open, unless they are replaced with other eligible assets. As a result, the commitment of a large portion

28

Notes to Financial Statements (continued)

October 31, 2013

of the Fund’s assets to earmarking or segregated accounts as a cover could impede portfolio management or the Fund’s ability to meet redemption requests or other current obligations.

The Fund’s written options contracts are disclosed in the Statement of Assets and Liabilities under “Written options, at value” and in the Statement of Operations under “Net realized gains/losses from written option transactions” and “Net change in unrealized appreciation/(depreciation) from written options.”

The Fund’s purchased options are disclosed in the Statement of Assets and Liabilities under “Investments, at value” and in the Statement of Operations under “Net realized gains/losses from investment transactions” and “Net change in unrealized appreciation/(depreciation) from investments.”

Transactions in written options during the year ended October 31, 2013

	Put Options
	Number of Contracts			Premiums
Balance at 10/31/12		95		$	—
Written		1,150			—
Terminated in closing purchase transactions		(1,013	)		—
Expirations		—			—
Exercised		—			—
Balance as of 10/31/13		232		$	—

Amounts designated as “—” are zero or have been rounded to zero.

(e) Swap Contracts

Credit Default Swaps. The Fund entered into credit default swap contracts during the year ended October 31, 2013. Swap contracts are privately negotiated agreements between the Fund and a counterparty. The Fund uses credit default swap contracts to create synthetic long exposure to domestic indices and sovereign debt securities. The Fund segregates liquid assets to cover its obligations under its credit default swap contracts. Upfront premiums received or paid at the beginning of the initiation period are included in the Statement of Assets and Liabilities under “Swap contracts, at value.” These upfront premiums are recorded as realized gains or losses on the Statement of Operations upon maturity or termination of the swap.

As the seller in a credit default swap contract, the Fund receives from the counterparty a periodic stream of payments over the term of the contract, provided that no credit event or default (or similar event) occurs. However, the Fund is required to pay the par (or other agreed-upon) value of a referenced debt obligation to the counterparty in the event of a default (or similar event) by an issuer, such as a U.S. or foreign issuer, on the debt obligation. In return, if no credit event or default (or similar event) occurs, the Fund keeps the stream of payments and would have no payment obligations.

If a credit event or default (or similar event) occurs, the Fund either (i) pays to the counterparty an amount equal to the notional amount of the swap and takes delivery of the referenced obligation, other deliverable obligations or underlying securities comprising the referenced index, or (ii) pays the counterparty a net settlement amount in the form of cash or securities to the notional amount of the swap less the recovery value of the referenced obligation or underlying securities comprising the referenced index. By selling a credit default swap contract, the Fund effectively adds economic leverage to its portfolio because, in addition to its total net assets, the Fund is subject to investment exposure on the notional amount of the swap.

Credit default swaps on sovereign issues involve one party making a stream of payments to another party in exchange for the right to receive a specified return in the event of a default or other credit event. The Fund uses credit default swaps on sovereign issues to take a long position to replicate performance of a particular sovereign issue.

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Notes to Financial Statements (continued)

October 31, 2013

Credit default swap agreements on credit indices involve one party making a stream of payments to another party in exchange for the right to receive a specified return in the event of a write-down, principal shortfall, interest shortfall or default of all or part of the referenced entities comprising the credit index. A credit index is a basket of credit instruments or exposures designed to be representative of some part of the credit market as a whole. These indices are made up of reference credits that are judged by a poll of dealers to be the most liquid entities in the credit default swap market based on the sector of the index. Components of the indices include high-yield securities. Credit indices are traded using credit default swaps with standardized terms including a fixed spread and standard maturity dates. A credit default swap on an index references all the names in the index, and if there is a default, the credit event is settled based on the name’s weight in the index. For most indices, each name has an equal weight in the index. The composition of the indices changes periodically. The use of credit default swaps on indices is often less expensive than it would be to buy many issuer-specific credit default swaps to achieve a similar effect.

Credit default swaps are marked-to-market daily based on valuations from independent pricing services. Pricing services utilize comparisons to two valuation sources. If the valuations differ by more than 100 basis points against the notional amount, further investigation with the pricing services takes place. Credit default swaps are generally categorized as Level 2 investments within the hierarchy.

Implied credit spreads are utilized in determining the market value of credit default swap agreements on sovereign issues and credit indices, and serve as an indicator of the current status of the payment/performance risk and represent the likelihood or risk of default for the credit derivative. Implied credit spreads utilized in valuing the Fund’s investments as of October 31, 2013 are disclosed in the Statement of Investments. The implied credit spread of a particular referenced entity reflects the cost of selling protection on such entity’s debt, and may include upfront payments required to be made to enter into the agreement. For credit default swap agreements on credit indices, the quoted market prices and resulting value serve as the indicator of the current status of the payment/performance risk. Wider credit spreads represent a deterioration of the referenced entity’s credit soundness and a greater likelihood or risk of default or other credit event occurring as defined under the terms of the agreement.

Certain clearinghouses currently offer clearing for limited types of derivatives transactions, such as interest and credit derivatives. In a cleared derivative transaction, the Fund typically enters into the transaction with a financial institution counterparty, and performance of the transaction is effectively guaranteed by a central clearinghouse, thereby reducing or eliminating the Fund’s exposure to the credit risk of its original counterparty. The Fund will be required to post specified levels of margin with the clearinghouse or at the instruction of the clearinghouse; the margin required by a clearinghouse may be greater than the margin the Fund would be required to post in an uncleared transaction. Upon entering into a swap contract, the Fund may be required to pledge to the counterparty an initial margin deposit of cash and/or other assets. Subsequent receipts or payments, known as “variation margin” receipts or payments, are made each day, depending on the fluctuation in the fair value of the centrally cleared swap contract, and are recognized by the Fund as unrealized gains or losses.

Equity Swaps. The Fund entered into equity swap contracts to gain exposure to a market, index, or issuer without owning or taking physical custody of securities. The counterparty to an equity swap contract is a financial institution. The Fund’s equity swap contracts are structured in a manner in which the counterparty and the Fund each agree to pay the other party the difference between the relative investment performances that would have been achieved if the notional amount of the equity swap contract had been invested in the particular indices. The Fund segregates liquid assets to cover its obligations under the equity swap contracts.

The Fund entered into equity swaps on a net basis, which means that the two payment streams are netted out, with the Fund receiving or paying, as the case may be, only the net amount of the two payments. Payments are made at the conclusion of an equity swap contract or periodically during its term. Equity swaps normally do not involve the delivery of securities or other underlying assets. Accordingly, the risk of loss with respect to equity swaps is normally limited to the net amount of payments that the Fund is contractually obligated to make. If the other party to an equity swap defaults, the Fund’s risk of loss consists of the net amount of payments that the Fund is

30

Notes to Financial Statements (continued)

October 31, 2013

contractually entitled to receive, if any. Equity swaps are valued at their last quoted sales price on the valuation date and are generally categorized as Level 1 investments within the hierarchy.

The Fund’s swap agreements are disclosed in the Statement of Assets and Liabilities under “Swap contracts, at value” and in the Statement of Operations under “Net realized gains/losses from swap transactions” and “Net change in unrealized appreciation/(depreciation) from swap contracts”.

(f) Forward Foreign Currency Contracts

The Fund is subject to foreign currency exchange risk in the normal course of pursuing its objectives. The Fund entered into forward foreign currency contracts to gain exposure to certain currencies. A forward foreign currency contract involves an obligation to purchase or sell a specific currency at a future date, which may be any fixed number of days from the date of the contract agreed upon by the parties, at a price set at the time of the contract. Forward foreign currency contracts are generally valued at the mean of the last quoted bid and ask prices, as provided by an independent pricing service approved by the Board of Trustees, and are generally categorized as Level 2 investments within the hierarchy. The market value of a forward foreign currency contract fluctuates with changes in foreign currency exchange rates. All commitments are marked to market daily at the applicable exchange rates and any resulting unrealized appreciation or depreciation is recorded. Realized gains or losses are recorded at the time the forward contract matures or by delivery of the currency. Forward foreign currency contracts entail the risk of unanticipated movements in the value of the foreign currency relative to the U.S. dollar, and the risk that the counterparties to the contracts may be unable to meet their obligations under the contract.

The Fund’s forward foreign currency contracts are disclosed in the Statement of Assets and Liabilities under “Unrealized appreciation/ (depreciation) on forward foreign currency contracts,” and in the Statement of Operations under “Net realized gains/losses from forward and foreign currency transactions” and “Net change in unrealized appreciation/(depreciation) from forward foreign currency contracts.”

(g) Futures Contracts

The Fund is subject to equity price and interest rate risk in the normal course of pursuing its investment objectives. The Fund entered into financial futures contracts (“futures contracts”) to meet the Fund’s investment objectives and to obtain and/or manage exposure related to the value of equities and interest rates. Futures contracts are contracts for delayed delivery of securities or currencies at a specific future date and at a specific price or currency amount.

Upon entering into a futures contract, the Fund is required to pledge to the broker an initial margin deposit of cash and/or other assets equal to a certain percentage of the futures contract’s notional value. Under a futures contract, the Fund agrees to receive from or pay to the broker an amount of cash equal to the daily fluctuation in value of the futures contract. Subsequent receipts or payments, known as “variation margin” receipts or payments, are made each day, depending on the fluctuation in the fair value of the futures contract, and are recognized by the Fund as unrealized gains or losses. Futures contracts are generally valued daily at their settlement price as provided by an independent pricing service approved by the Board of Trustees, and are generally categorized as Level 1 investments within the hierarchy.

A “sale” of a futures contract means a contractual obligation to deliver the securities or foreign currency called for by the contract at a fixed price or amount at a specified time in the future. A “purchase” of a futures contract means a contractual obligation to acquire the securities or foreign currency at a fixed price at a specified time in the future. When a futures contract is closed, the Fund records a realized gain or loss equal to the difference between the value of the futures contract at the time it was opened and its value at the time it was closed.

Should market conditions change unexpectedly, the Fund may not achieve the anticipated benefits of futures contracts and may realize a loss. The use of futures contracts for hedging purposes involves the risk of imperfect correlation in the movements in the price of the futures contracts and the underlying assets. The Fund’s

31

Notes to Financial Statements (continued)

October 31, 2013

investments in futures contracts entail limited counterparty credit risk because the Fund invests only in exchange-traded futures contracts, which are settled through a clearing house and whose fulfillment is guaranteed by the credit of the exchange.

The Fund’s futures contracts are disclosed in the Statement of Assets and Liabilities under “Net unrealized appreciation/(depreciation) from futures contracts,” and in the Statement of Operations under “Net realized gains/losses from futures transactions” and “Net change in unrealized appreciation/(depreciation) from futures contracts.”

The following tables provide a summary of the Fund’s derivative instruments categorized by risk exposure as of October 31, 2013:

Fair Values of Derivatives not Accounted for as Hedging Instruments as of October 31, 2013

Assets:	Statement of Assets and Liabilities	Fair Value
Purchased Options
Equity risk	Investments, at value	$	605,072
Swap Contracts(a)
Credit risk	Swap contracts, at value		2,894,319
Equity risk	Swap contracts, at value		516,574
Futures Contracts(b)
Equity risk	Unrealized appreciation from futures contracts		1,069,730
Interest rate risk	Unrealized appreciation from futures contracts		2,452,796
Forward Foreign Currency Contracts
Currency risk	Unrealized appreciation on forward foreign currency contracts		1,206,744
Total		$	8,745,235
Liabilities:
Written Options
Equity risk	Written options, at value	$	(343,176	)
Swap Contracts(a)
Credit risk	Swap contracts, at value		(7,704,844	)
Equity risk	Swap contracts, at value		(81,685	)
Futures Contracts(b)
Equity risk	Unrealized depreciation from futures contracts		(27,829	)
Forward Foreign Currency Contracts
Currency risk	Unrealized depreciation on forward foreign currency contracts		(274,123	)
Total		$	(8,431,657	)

(a) Swap contracts are included in the table at value, with the exception of centrally cleared and equity swap contracts which are included in the table at unrealized appreciation/(depreciation). For centrally cleared swaps, only the variation margin on swap contracts is reported in the Statement of Assets and Liabilities.

(b) Includes cumulative appreciation/(depreciation) of futures contracts as reported in the Statement of Investments. Only current day’s variation margin is reported within the Statement of Assets and Liabilities.

32

Notes to Financial Statements (continued)

October 31, 2013

The Effect of Derivative Instruments on the Statement of Operations for the Year ended October 31, 2013

Realized Gain/(Loss):	Total
Purchased Options(a)
Equity risk	$	811,759
Written Options
Equity risk		(503,578	)
Swap Contracts
Credit risk		4,749,583
Equity risk		(313,792	)
Futures Contracts
Equity risk		640,410
Interest rate risk		(559,707	)
Forward Foreign Currency Contracts
Currency risk		151,543
Total		$4,976,218

(a) Realized gains/(losses) from purchased options are included in “Net realized gains/losses from investment transactions”.

Change in Unrealized Appreciation/(Depreciation) on Derivatives Recognized in the Statement of Operations for the Year ended October 31, 2013

Unrealized Appreciation/(Depreciation):	Total
Purchased Options(a)
Equity risk	$	524,581
Written Options
Equity risk		(220,177	)
Swap Contracts
Credit risk		3,061,446
Equity risk		658,136
Futures Contracts
Equity risk		1,042,699
Interest rate risk		2,414,378
Forward Foreign Currency Contracts
Currency risk		750,078
Total		$8,231,141

(a) Unrealized appreciation/(depreciation) from purchased options is included in “Net change in unrealized appreciation/(depreciation) from investments”.

Information about derivative instruments reflected as of the date of this report is generally indicative of the type and volume of derivative activity of the Fund during the year ended October 31, 2013.

(h) Security Transactions and Investment Income

Security transactions are accounted for on the date the security is purchased or sold. Securities gains and losses are calculated on the identified cost basis. Interest income is recognized on the accrual basis and includes, where applicable, the amortization of premiums or accretion of discounts. Dividend income is recorded on the ex-dividend date, except for certain dividends from foreign securities, which are recorded as soon as the Trust is

33

Notes to Financial Statements (continued)

October 31, 2013

informed after the ex-dividend date. Inflation adjustments to the face amount of inflation-indexed securities are included in interest income.

Funds which earn foreign income and capital gains may be subject to foreign withholding taxes and capital gains taxes at various rates. Under applicable foreign law, a withholding of tax may be imposed on interest and dividends paid by a foreign security and capital gains from the sale of a foreign security.

(i) Distributions to Shareholders

Distributions from net investment income, if any, are declared and paid quarterly. Distributions from net realized capital gains, if any, are declared and distributed at least annually. All distributions are recorded on the ex-dividend date.

Dividends and distributions to shareholders are determined in accordance with federal income tax regulations, which may differ from U.S. GAAP. These “book/tax” differences are considered either permanent or temporary. Permanent differences are reclassified within the capital accounts based on their nature for federal income tax purposes; temporary differences do not require reclassification. The permanent differences as of October 31, 2013 are primarily attributable to foreign currency gains and losses, passive foreign investment company gain/loss on sales, real estate investment trust (“REIT”) returns of capital dividends, and swap contracts. These reclassifications have no effect upon the NAV of the Fund. Any distribution in excess of current and accumulated earnings and profits for federal income tax purposes is reported as a “return of capital” distribution.

(j) Federal Income Taxes

The Fund elected to be treated as, and intends to qualify each year as, a “Regulated Investment Company” (“RIC”) by complying with the provisions available to certain investment companies under Subchapter M of the U.S. Internal Revenue Code of 1986, as amended (the “Code”), and to make distributions of net investment income and net realized capital gains sufficient to relieve the Fund from all, or substantially all, federal income taxes. Therefore, no federal income tax provision is required.

The Fund recognizes a tax benefit from an uncertain position only if it is more likely than not that the position is sustainable, based solely on its technical merits and consideration of the relevant taxing authorities’ widely understood administrative practices and precedents. The Fund undertakes an affirmative evaluation of tax positions taken or expected to be taken in the course of preparing tax returns to determine whether it is more likely than not (i.e., greater than 50 percent) that each tax position will be sustained upon examination by a taxing authority based on the technical merits of the position. If such a tax position taken by the Fund is not sustained upon examination by a taxing authority, the Fund could incur taxes and penalties related to that position, and those amounts could be material. A tax position that meets the more likely than not recognition threshold is measured to determine the amount of benefits to recognize in the financial statements. Differences result in an increase in a liability for taxes payable (or a reduction of a tax refund receivable) and an increase in a deferred tax liability (or a reduction in a deferred tax asset). The Fund files U.S. federal income tax returns and, if applicable, returns in various foreign jurisdictions in which it invests. The last four tax year ends, or since inception (if shorter), and any interim tax period since then generally remain open for examination by taxing authorities.

The Fund engages in ongoing monitoring and analysis; future conclusions reached by management could be different and result in adjustments to the Fund’s NAV and financial statements. The Fund is not aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will significantly change in the next twelve months.

Distributions received from the Fund’s investments in U.S. REITs often include a “return of capital”, which is recorded by the Fund as a reduction of its cost basis in such investments. The Code requires a REIT to distribute at least 95% of its taxable income to investors. In many cases, however, because of “non-cash” expenses such as property depreciation, a REIT’s cash flow will exceed its taxable income. The REIT may distribute this excess cash to offer a more competitive yield. This portion of the REIT’s distribution is deemed a return of capital and is generally not taxable to the Fund.

34

Notes to Financial Statements (continued)

October 31, 2013

The Regulated Investment Company Modernization Act of 2010 (the “Modernization Act”) is effective in the current tax year.

(k) Allocation of Expenses, Income, and Gains and Losses

Expenses directly attributable to the Fund are charged to the Fund. Expenses not directly attributable to the Fund are allocated proportionally among various or all series of the Trust. Income, fund level expenses, and realized and unrealized gains or losses are allocated to each class of shares of the Fund based on the value of the outstanding shares of that class relative to the total value of the outstanding shares of the Fund. Expenses specific to a class (such as Rule 12b-1 and administrative services fees) are charged to that specific class.

3.  Transactions with Affiliates

Under the terms of the Trust’s Investment Advisory Agreement, NFA manages the investment of the assets and supervises the daily business affairs of the Fund in accordance with policies and procedures established by the Board of Trustees. NFA is a wholly owned subsidiary of Nationwide Financial Services, Inc. (“NFS”), a holding company which is a direct wholly owned subsidiary of Nationwide Corporation. NFA has selected Goldman Sachs Asset Management, L.P. (the “Subadviser”) as the subadviser for the Fund, and provides investment management evaluation services in monitoring, on an ongoing basis, the performance of the Subadviser.

Under the terms of the Investment Advisory Agreement, the Fund pays NFA an investment advisory fee based on the Fund’s average daily net assets. For the year ended October 31, 2013, the Fund paid investment advisory fees to NFA according to the schedule below.

Fee Schedule	Advisory Fee (annual rate)
All Assets		0.40	%

From these fees, pursuant to the subadvisory agreement, NFA pays fees to the unaffiliated Subadviser.

The Trust and NFA have entered into a written Expense Limitation Agreement that limits the Fund’s operating expenses (excluding Rule 12b-1 fees, administrative services fees, acquired fund fees and expenses, and certain other expenses) from exceeding 0.40% for all share classes until February 28, 2014.

NFA may request and receive reimbursement from the Fund for advisory fees waived and other expenses reimbursed by NFA pursuant to the Expense Limitation Agreement at a date not to exceed three years from the month in which the corresponding waiver or reimbursement to the Fund was made. However, no reimbursement may be made unless: (i) the Fund’s assets exceed $100 million and (ii) the total annual expense ratio of the class making such reimbursement is no higher than the amount of the expense limitation that was in place at the time NFA waived the fees or reimbursed the expenses and does not cause the expense ratio to exceed the current expense limitation. Reimbursement by the Fund of amounts previously waived or assumed by NFA is not permitted except as provided for in the Expense Limitation Agreement. The Expense Limitation Agreement may be changed or eliminated only with the consent of the Board of Trustees.

As of October 31, 2013, the cumulative potential reimbursements for the Fund, listed by the period or year in which NFA waived fees or reimbursed expenses to the Fund, are:

Fiscal Period Ended October 31, 2011 Amount (a)	Fiscal Year 2012 Amount		Fiscal Year 2013 Amount		Total
$159,203		$378,975		$347,963		$886,141

(a) For the period from July 26, 2011 (commencement of operations) through October 31, 2011.

35

Notes to Financial Statements (continued)

October 31, 2013

During the year ended October 31, 2013, no amount was reimbursed to NFA pursuant to the Expense Limitation Agreement.

NFM, a wholly owned subsidiary of NFS Distributors, Inc. (“NFSDI”) (a wholly owned subsidiary of NFS), provides various administrative and accounting services for the Fund and serves as Transfer and Dividend Disbursing Agent for the Fund. NFM has entered into an agreement with a third-party service provider to provide certain sub-administration and sub-transfer agency services to the Fund. NFM pays the service provider a fee for these services.

Under the terms of a Joint Fund Administration and Transfer Agency Agreement, the fees for such services are based on the sum of the following: (i) the amount payable by NFM to its sub-administrator and sub-transfer agent; and (ii) a percentage of the combined average daily net assets of the Trust and Nationwide Variable Insurance Trust, a Delaware statutory trust and registered investment company that is affiliated with the Trust, according to the fee schedule below.

Combined Fee Schedule
Up to $25 billion	0.025%
$25 billion and more	0.020%

During the year ended October 31, 2013, NFM received $142,447 in fees from the Fund under the Joint Fund Administration and Transfer Agency Agreement.

In addition, the Trust pays out-of-pocket expenses reasonably incurred by NFM in providing services to the Fund and the Trust, including, but not limited to, the cost of pricing services that NFM utilizes and networking fees paid to broker-dealers that provide sub-accounting and sub-transfer agency services to their customers who are Fund shareholders. Such services, which are not otherwise provided by NFM, generally include individual account maintenance and recordkeeping, dividend disbursement, responding to shareholder calls and inquiries, providing statements and transaction confirmations, tax reporting, and other shareholder services. Depending on the nature and quality of the services provided, fees for these services may range from $6 to $21 per customer per year.

Under the terms of the Joint Fund Administration and Transfer Agency Agreement and a letter agreement between NFM and the Trust, the Trust has agreed to reimburse NFM for certain costs related to the Fund’s portion of ongoing administration, monitoring and annual (compliance audit) testing of the Trust’s Rule 38a-1 Compliance Program subject to the pre-approval of the Trust’s Audit Committee. These costs are allocated among the series of the Trust based upon their relative net assets. For the year ended October 31, 2013, the Fund’s portion of such costs amounted to $1,160.

Under the terms of a Distribution Plan pursuant to Rule 12b-1 under the 1940 Act, Nationwide Fund Distributors LLC (“NFD”), the Fund’s principal underwriter, is compensated by the Fund for expenses associated with the distribution of certain classes of shares of the Fund. NFD is a wholly owned subsidiary of NFSDI. These fees are based on average daily net assets of the respective class of the Fund at an annual rate of 0.25% of Class A shares and 1.00% of Class C shares of the Fund.

Pursuant to an Underwriting Agreement, NFD serves as principal underwriter of the Fund in the continuous distribution of its shares and receives commissions in the form of a front-end sales charge on Class A shares. These fees are deducted from, and are not included in, proceeds from sales of Class A shares of the Fund. From these fees, NFD pays sales commissions, salaries and other expenses in connection with generating new sales of Class A shares of the Fund. Class A sales charges ranged from 0% to 4.25% based on the amount purchased. Effective October 29, 2013, Class A sales charges changed in such a manner that the new Class A sales charges are equal to or lower than the prior Class A sales charges. For the year ended October 31, 2013, the Fund imposed front-end sales charges of $17,672.

NFD also receives fees in the form of contingent deferred sales charges (“CDSCs”) on Class A and Class C shares. These fees may cause the redeemed value of a shareholder’s account to fall below the total purchase payments. A CDSC is imposed on Class A shares for certain redemptions and Class C shares made within 1 year of purchase. Effective July 1, 2013, applicable Class A CDSCs were 0.75% based on the original purchase price or the current market value of the shares being redeemed. Prior to July 1, 2013, applicable Class A CDSCs ranged from 0.25% to 0.75% based on the original purchase price or the current market value of the shares being redeemed. Class C CDSCs were 1% based on the

36

Notes to Financial Statements (continued)

October 31, 2013

original purchase price or the current market value of the shares being redeemed. For the year ended October 31, 2013, the Fund imposed CDSCs of $15.

Under the terms of an Administrative Services Plan, the Fund pays fees to servicing organizations, such as broker-dealers, including NFS, and financial institutions that agree to provide administrative support services to the shareholders of certain classes. These services may include, but are not limited to, the following: (i) establishing and maintaining shareholder accounts; (ii) processing purchase and redemption transactions; (iii) arranging bank wires; (iv) performing shareholder sub-accounting; (v) answering inquiries regarding the Fund; and (vi) other such services. These fees are calculated at an annual rate of up to 0.25% of the average daily net assets of Class A shares of the Fund.

For the year ended October 31, 2013, NFS earned $585 in administrative services fees from the Fund.

As of October 31, 2013, NFA or its affiliates directly held 99.78% of the outstanding shares of the Fund.

4.  Redemption Fees

For the period from November 1, 2011 through July 31, 2012, the Fund assessed a 2.00% redemption fee on shares that were sold or exchanged within 90 calendar days of purchase. The redemption fee, if any, was paid directly to the Fund and was intended to offset the cost to the Fund of excess brokerage commissions, market impact, and other costs associated with fluctuations in Fund asset levels and cash flow caused by short-term trading of Fund shares. For purposes of determining whether the redemption fee applied, the shares that were held the longest were redeemed first. This redemption fee was in addition to any CDSCs that were applicable at the time of sale. The redemption fee was not applied in certain circumstances, such as redemptions or exchanges of shares held in certain omnibus accounts or retirement plans that were not able to implement the redemption fee. The fee did not apply to shares purchased through automatically reinvested dividends or capital gain distributions. Effective August 1, 2012, redemption fees were eliminated.

For the year ended October 31, 2012, the Fund had contributions to capital due to the collection of redemption fees in the amount of $282.

5.  Bank Loans and Earnings Credit

The Trust has a credit agreement with JPMorgan, The Bank of New York Mellon, Wells Fargo Bank National Association, and U.S. Bank National Association, permitting the Trust to borrow up to $100,000,000. Advances taken by the Fund under this arrangement would be primarily for temporary or emergency purposes, including the meeting of redemption requests that otherwise might require the untimely disposition of securities, and are subject to the Fund’s borrowing restrictions. The line of credit requires a commitment fee of 0.07% per year on $100,000,000. Prior to July 18, 2013, the line of credit required a commitment fee of 0.08% on $90,000,000. Borrowings under this arrangement bear interest at a rate of 1.00% per annum plus the higher of (a) the one month London Interbank Offered Rate or (b) the Federal Funds Rate. Interest costs, if any, would be shown on the Statement of Operations. No compensating balances are required under the terms of the line of credit. The line of credit is renewed annually, and next expires on July 17, 2014. There were no borrowings under the line of credit during the year ended October 31, 2013.

JPMorgan provides earnings credits for cash balances maintained in the Fund’s custody accounts, which are used to offset custody fees of the Fund.

6. Investment Transactions

For the year ended October 31, 2013, the Fund had purchases of $383,818,763 and sales of $12,243,611 (excluding short-term securities).

For the year ended October 31, 2013, the Fund had purchases of $260,810,110 and sales of $2,792,780 of U.S. Government securities.

37

Notes to Financial Statements (continued)

October 31, 2013

7. Portfolio Investment Risks

Risks Associated with Interest Rates

Prices of fixed-income securities generally increase when interest rates decline and decrease when interest rates increase. Prices of longer-term securities generally change more in response to interest rate changes than prices of shorter-term securities. To the extent the Fund invests a substantial portion of its assets in fixed-income securities with longer-term maturities, rising interest rates are more likely to cause the value of the Fund’s investments to decline significantly.

Risks Associated with Foreign Securities and Currencies

Investments in securities of foreign issuers carry certain risks not ordinarily associated with investments in securities of U.S. issuers. These risks include foreign currency fluctuations, future disruptive political and economic developments and the possible imposition of exchange controls or other unfavorable foreign government laws and restrictions. In addition, investments in certain countries may carry risks of expropriation of assets, confiscatory taxation, political or social instability, or diplomatic developments that adversely affect investments in those countries.

Certain countries also may impose substantial restrictions on investments in their capital markets by foreign entities, including restrictions on investments in issuers in industries deemed sensitive to relevant national interests. These factors may limit the investment opportunities available and result in a lack of liquidity and high price volatility with respect to securities of issuers from developing countries.

Risks Associated with REIT and Real Estate Investments

Investments in REITs and in real estate securities carry certain risks associated with direct ownership of real estate and with the real estate industry in general. These risks include possible declines in the value of real estate, possible lack of availability of mortgage funds, unexpected vacancies of properties, and the relative lack of liquidity associated with investments in real estate.

Risks Associated with Derivatives

Derivatives may be volatile and may involve significant risks. A derivative or its underlying security, commodity, measure or other instrument may not perform as expected. Certain derivatives may involve leverage, which means that their use can significantly magnify the effect of price movements of the underlying securities or reference measures, disproportionately increasing the Fund’s losses and reducing the Fund’s opportunities for gains. Some derivatives have the potential for significant losses, including a loss that may be greater than the amount invested. Derivatives may also present default risk because the counterparty to a derivatives contract may fail to fulfill its obligations to the Fund. Certain derivatives held by the Fund may be illiquid, making it difficult to close out an unfavorable position.

Futures. The prices of futures contracts are typically more volatile than those of stocks and bonds. Small movements in the values of the assets or measures underlying a futures contract can cause disproportionately larger losses to the Fund. Futures may experience periods when they are less liquid than stocks, bonds or other investments.

Swaps and Forwards. Using swaps and forwards can involve greater risks than investing directly in the underlying securities or assets. Swaps and forwards often involve leverage, increasing their price volatility relative to changes in the price of the underlying asset. Currently there is no central exchange or market for swap and forward contracts, and therefore they are less liquid than exchange-traded instruments. If a swap or forward counterparty fails to meet its obligations under the contract, the Fund may lose money.

Commodity-Linked Notes. Commodity-linked notes are subject to the risk that the counterparty will fail to meet its obligations, as well as to the risk that the commodity or commodity index underlying a note may change in value. Commodity-linked notes often are leveraged, increasing the volatility of each note’s market value relative to changes in the underlying commodity, commodity futures contract or commodity index. In addition, because they are debt securities, commodity-linked notes are subject to risks typically associated with fixed-income securities, such as movements in interest rates, the time remaining until maturity and the creditworthiness of the issuer. A liquid secondary market may not exist for certain commodity-linked notes, making it difficult for the Fund to sell them at the desired time at an acceptable price.

38

Notes to Financial Statements (continued)

October 31, 2013

8.  Indemnifications

Under the Trust’s organizational documents, the Trust’s Officers and Trustees are indemnified by the Trust against certain liabilities arising out of the performance of their duties to the Trust. In addition, the Trust has entered into indemnification agreements with its Trustees and certain of its Officers. Trust Officers receive no compensation from the Trust for serving as its Officers. In addition, in the normal course of business, the Trust enters into contracts with its vendors and others that provide for general indemnifications. The Trust’s maximum liability under these arrangements is unknown, as this would involve future claims made against the Trust. Based on experience, however, the Trust expects the risk of loss to be remote.

9.  New Accounting Pronouncements

In January 2013, Accounting Standards Update 2013-01 (“ASU 2013-01”), Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities, replaced Accounting Standards Update 2011-11 (“ASU 2011-11”), Disclosures about Offsetting Assets and Liabilities. ASU 2013-01 is effective for fiscal years beginning on or after January 1, 2013, and interim periods within those annual periods. ASU 2011-11 was intended to enhance disclosure requirements on the offsetting of financial assets and liabilities. ASU 2013-01 limits the scope of the new balance sheet offsetting disclosures to derivatives, repurchase agreements, and securities lending transactions to the extent that they are (i) offset in the financial statements or (ii) subject to an enforceable master netting arrangement or similar agreement. Management is currently evaluating the application of ASU 2013-01 and its impact, if any, on the Funds’ financial statements.

10.  Other

The Fund has substantial exposure to the Fidelity Institutional Money Market Fund, Institutional Class, about which more information may be found in the most recent annual or semi-annual report to shareholders, which is available at www.fidelity.com.

As of October 31, 2013, the Fund had individual shareholder accounts and/or omnibus shareholder accounts (comprising a group of individual shareholders) which held more than 10% of the total shares outstanding of the Fund. The Fund had 3 accounts holding 60.11% of the total outstanding shares of the Fund. Each such account is the account of an affiliated fund.

11.  Recaptured Brokerage Commissions

The Fund has entered into agreements with brokers whereby the brokers will return a portion of the Fund’s brokerage commissions on the Fund’s behalf. Such amounts, under such agreements, are included in net realized gain/(loss) on the sale of investments presented in the Fund’s Statement of Operations. For the year ended October 31, 2013, the Fund recaptured $0 of brokerage commissions.

12.  Federal Tax Information

The tax character of distributions paid during the year ended October 31, 2013 was as follows:

Distributions paid from
Ordinary Income	Net Long-Term Capital Gains		Total Taxable Distributions		Return of Capital		Total Distributions Paid
$1,454,810		$—		$1,454,810		$—		$1,454,810

Amounts designated as “—” are zero or have been rounded to zero.

39

Notes to Financial Statements (continued)

October 31, 2013

The tax character of distributions paid during the year ended October 31, 2012 was as follows:

Distributions paid from
Ordinary Income	Net Long-Term Capital Gains		Total Taxable Distributions		Return of Capital		Total Distributions Paid
$150,016		$—		$150,016		$—		$150,016

Amounts designated as “—” are zero or have been rounded to zero.

As of October 31, 2013, the components of accumulated earnings/(deficit) on a tax basis were as follows:

Undistributed Ordinary Income	Undistributed Long-Term Capital Gains		Accumulated Earnings		Distributions Payable		Accumulated Capital and Other Losses		Unrealized Appreciation/ (Depreciation)*		Total Accumulated Earnings (Deficit)
$6,931,825		$—		$6,931,825		$—		$(2,991,055)		$2,191,697		$6,132,467

Amounts designated as “—” are zero or have been rounded to zero.

* The difference between book-basis and tax-basis unrealized appreciation/(depreciation) is primarily attributable to timing differences in recognizing certain gains and losses on investment transactions.

As of October 31, 2013, the tax cost of securities (excluding derivative contracts) and the breakdown of unrealized appreciation/(depreciation) was as follows:

Tax Cost of Securities	Unrealized Appreciation		Unrealized Depreciation		Net Unrealized Appreciation/ (Depreciation)
$813,861,992		$12,185,283		$(12,744,420)		$(559,137)

As of October 31, 2013, for federal income tax purposes, the Fund has capital loss carryforwards available to offset capital gains, if any, to the extent provided by the U.S. Treasury regulations and in any given year may be limited due to large shareholder redemptions or contributions. Losses incurred that will be carried forward under the provisions of the Modernization Act are as follows:

Loss Carryforward Character
Short Term	Long Term
$2,991,055*	$—

* A portion of the capital loss carryforward is subject to an annual limitation under the Internal Revenue Code and Regulations.

Amount designated as “—” is zero or has been rounded to zero.

During the year ended October 31, 2013, for federal income tax purposes, the Fund utilized capital loss carryforwards of $1,566,519 to offset capital gains.

13.  Subsequent Events

Management has evaluated the impact of subsequent events on the Fund and has determined that there are no subsequent events requiring recognition or disclosure in the financial statements.

40

Report of Independent Registered Public Accounting Firm

To the Board of Trustees of Nationwide Mutual Funds and Shareholders of Nationwide

Alternatives Allocation Fund:

In our opinion, the accompanying statement of assets and liabilities, including the statement of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Nationwide Alternatives Allocation Fund (a series of Nationwide Mutual Funds, hereafter referred to as the “Fund”) at October 31, 2013, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for each of the periods indicated, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as “financial statements”) are the responsibility of the Fund’s management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at October 31, 2013 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

/s/PricewaterhouseCoopers LLP

Philadelphia, Pennsylvania

December 23, 2013

41

Management Information

October 31, 2013

Trustees and Officers of the Trust

The address for each Trustee is: c/o Nationwide Funds Group, 1000 Continental Drive, Suite 400, King of Prussia, PA 19406.

Name and Year of Birth	Position(s) Held with the Trust and Length of Time Served1,2	Principal Occupation(s) During Past Five Years (or longer)3	Number of Portfolios in the Nationwide Fund Complex Overseen by Trustee		Other Directorships Held by Trustee During Past Five Years4
Charles E. Allen 1948	Trustee since July 2000	Mr. Allen was Chairman, Chief Executive Officer and President of Graimark Realty Advisors, Inc. (real estate development, investment and asset management) from its founding in 1987 to 2012.		112	None
Paula H.J. Cholmondeley 1947	Trustee since July 2000	Ms. Cholmondeley focuses full time on corporate governance. She sits on public company boards and is also on the faculty of the National Association of Corporate Directors. She has served as a Chief Executive Officer of Sorrel Group (management consulting company) since January 2004. From April 2000 through December 2003, Ms. Cholmondeley was Vice President and General Manager of Sappi Fine Paper North America.		112	Director of Dentsply International, Inc. (dental products) from 2002 to present, Ultralife Batteries, Inc. from 2004 to 2010, Albany International Corp. (paper industry) from 2005 to 2013, Terex Corporation (construction equipment) from 2004 to present, and Minerals Technology, Inc. (specialty chemicals) from 2005 to present.
Phyllis Kay Dryden 1947	Trustee since December 2004	Ms. Dryden became CEO and President of Energy Dispute Solutions, LLC in January 2013, leading a company providing strategy consulting, arbitration and mediation services. She has been a management consultant since 1996, first as a partner of Mitchell Madison Group, then as a managing partner and head of west coast business development for marchFIRST, returning to Mitchell Madison Group in 2003 as an associated partner until January 2010 and thereafter as an independent strategy consultant through December 2012. Ms. Dryden was VP and General Counsel of Lucasfilm, Ltd. from 1981 to 1984, SVP and General Counsel of Charles Schwab and Co., Inc. from 1984 to 1992, and EVP and General Counsel of Del Monte Foods from 1992 to 1995.		112	None

42

Management Information (Continued)

October 31, 2013

The address for each Trustee is: c/o Nationwide Funds Group, 1000 Continental Drive, Suite 400, King of Prussia, PA 19406.

Name and Year of Birth	Position(s) Held with the Trust and Length of Time Served1,2	Principal Occupation(s) During Past Five Years (or longer)3	Number of Portfolios in the Nationwide Fund Complex Overseen by Trustee		Other Directorships Held by Trustee During Past Five Years4
Barbara L. Hennigar 1935	Trustee since July 2000	Ms. Hennigar was Executive Vice President of Oppenheimer Funds (an asset management company) from October 1992 until June 2000; Chairman of Oppenheimer Funds Services from October 1999 until June 2000; and President and CEO of Oppenheimer Funds Services from June 1992 until October 1999. She was previously Board Chair of a non-profit independent school, and is currently an independent trustee and endowment chair of St. Mary’s Academy, an independent school in Denver, CO.		112	None
Barbara I. Jacobs 1950	Trustee since December 2004	Ms. Jacobs served as Chairman of the Board of Directors of KICAP Network Fund, a European (United Kingdom) hedge fund, from January 2001 through January 2006. From 1988 through 2003, Ms. Jacobs was also a Managing Director and European Portfolio Manager of CREF Investments (Teachers Insurance and Annuity Association-College Retirement Equities Fund).		112	None
Keith F. Karlawish 1964	Trustee since March 2012	Mr. Karlawish has been a partner of Park Ridge Asset Management, LLC since December 2008, at which he also serves 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.		112	Trustee of the BB&T Mutual Funds and BB&T Variable Insurance Funds from June 2006 until December 2008.
Carol A. Kosel 1963	Trustee since March 2013	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.		112	Trustee of Sun Capital Advisers Trust from April 2011 to December 2012 and Trustee of Evergreen Funds from January 2008 to July 2010.
Douglas F. Kridler 1955	Trustee since September 1997	Mr. Kridler is the President and Chief Executive Officer of The Columbus Foundation, a $1.5 billion community foundation with 2,000 funds in 55 Ohio counties and 37 states in the U.S.		112	None

43

Management Information (Continued)

October 31, 2013

The address for each Trustee is: c/o Nationwide Funds Group, 1000 Continental Drive, Suite 400, King of Prussia, PA 19406.

Name and Year of Birth	Position(s) Held with the Trust and Length of Time Served1,2	Principal Occupation(s) During Past Five Years (or longer)3	Number of Portfolios in the Nationwide Fund Complex Overseen by Trustee		Other Directorships Held by Trustee During Past Five Years4
David C. Wetmore 1948	Trustee since 1995 and Chairman since February 2005	Mr. Wetmore was a Managing Director of Updata Capital, Inc. (a technology-oriented investment banking and venture capital firm) from 1995 through 2000. Prior to 1995, Mr. Wetmore served as the Chief Operating Officer, Chief Executive Officer and Chairman of the Board of several publicly-held software and services companies, and as the managing partner of a “big 8” public accounting firm.		112	None

¹  Length of time served includes time served with predecessor of the Trust.

² Each Trustee holds office for the lifetime of the Trust or until such Trustee’s earlier death, resignation, removal, retirement or inability otherwise to serve, or the election and qualification of his or her successor.

³  Unless otherwise noted, the information presented is the principal occupation of the Trustee during the past five years.

⁴  Directorships held in (i) any other investment companies registered under the 1940 Act, (ii) 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 (iii) any company subject to the requirements of Section 15(d) of the Exchange Act.

44

Management Information (Continued)

October 31, 2013

The address for each Officer is: c/o Nationwide Funds Group, 1000 Continental Drive, Suite 400, King of Prussia, PA 19406.

Name and Year of Birth	Position(s) Held with Fund and Length of Time Served1	Principal Occupation(s) During Past Five Years2
Michael S. Spangler 1966	President and Chief Executive Officer since June 2008	Mr. Spangler is President and Chief Executive Officer of Nationwide Funds Group, which includes NFA3, Nationwide Fund Management LLC3 and Nationwide Fund Distributors LLC3, and is a Senior Vice President of NFS3. From May 2004 through May 2008, Mr. Spangler was Managing Director, Head of Americas Retail and Intermediary Product Management for Morgan Stanley Investment Management.
Stephen T. Grugeon 1950	Executive Vice President and Chief Operating Officer since June 2008	Mr. Grugeon has been Executive Vice President and Chief Operating Officer of Nationwide Funds Group since May 20073. From February 2008 through June 2008, he also served as the acting President and Chief Executive Officer of the Trust and of Nationwide Funds Group. From December 2006 until January 2008, he was Executive Vice President of NWD Investments3.
Joseph Finelli 1957	Treasurer since September 2007	Mr. Finelli is the Principal Financial Officer and Senior Vice President for Nationwide Funds Group3. From July 2001 until September 2007, he was Assistant Treasurer and Vice President of Investment Accounting and Operations of NWD Investments3.
Brian Hirsch 1956	Chief Compliance Officer since January 2012	Mr. Hirsch is Vice President of NFA and Chief Compliance Officer of NFA and the Trust. From January 2003 through January 2012, Mr. Hirsch was the Senior Vice President for Compliance and Fund Administration at IFS Financial Services, Inc., a subsidiary of the Western Southern Financial Group.
Eric E. Miller 1953	Secretary since December 2002	Mr. Miller is Senior Vice President, General Counsel, and Assistant Secretary for Nationwide Funds Group and NWD Investments3.
Doff Meyer 1950	Vice President and Chief Marketing Officer since January 2008	Ms. Meyer is Senior Vice President and Chief Marketing Officer of Nationwide Funds Group (since August 2007)3. From September 2004 until August 2007, Ms. Meyer was Director of Finance and Marketing, Principal of Piedmont Real Estate Associates LLC.

¹  Length of time served includes time served with the Trust’s predecessors.

²  Unless otherwise noted, the information presented is the principal occupation of the Officer during the past five years.

³  These positions are held with an affiliated person or principal underwriter of the Funds.

Additional information regarding the Trustees and Officers may be found in the Trust’s Statement of Additional Information, which is available without charge upon request, by calling 800-848-0920.

Federal law requires the Trust and each of its investment advisers and subadvisers to adopt procedures for voting proxies (“Proxy Voting Guidelines”) and to provide a summary of those Proxy Voting Guidelines used to vote the securities held by the Fund. The Fund’s proxy voting policies and procedures are available without charge (i) upon request, by calling 800-848-0920, (ii) on the Trust’s website at nationwide.com/mutualfunds, and (iii) on the Securities and Exchange Commission’s website at www.sec.gov.

45

Market Index Definitions

Barclays Emerging Markets USD Aggregate Bond Index: An unmanaged index comprising fixed-rate and floating-rate U.S. dollar-denominated bonds from sovereign, quasi-sovereign and corporate emerging market issuers; the countries considered to be emerging markets are determined by annual review using rules-based classifications from the World Bank income group and the International Monetary Fund (IMF).

Barclays Global Aggregate Bond Index: An unmanaged index of fixed-rate, publicly issued, taxable bond market issues with a remaining maturity of at least one year; a broad-based measurement of the performance of the global investment-grade fixed-income markets.

Barclays Long U.S. Treasury Index: An unmanaged index that measures the performance of all investment-grade, publicly issued U.S. Treasury securities with a remaining maturity of 10 years or more and $250 million or more in outstanding face value.

Barclays Municipal Bond Index: An unmanaged, market value-weighted index of investment-grade municipal bonds with a minimum credit rating of Baa and maturities of one year or more; serves as a broad market performance index for the tax-exempt bond market.

Barclays U.S. 1-3 Year Government/Credit Bond Index: An unmanaged index of U.S. dollar-denominated, investment-grade, fixed-rate, publicly issued, taxable bond market issues (including Treasury, government and corporate securities) with a remaining maturity of one to three years.

Barclays U.S. 10-20 Year Treasury Bond Index: An unmanaged index that measures the performance of U.S. Treasury securities with a remaining maturity of 10 to 20 years.

Barclays U.S. Aggregate Bond Index: An unmanaged, market value-weighted index of investment-grade, fixed-rate debt issues (including government, corporate, asset-backed, and mortgage-backed securities with maturities of one year or more) that is generally representative of the bond market as a whole.

Barclays U.S. Corporate High Yield Index: An unmanaged index that reflects the performance of fixed-rate, non-investment-grade, U.S. dollar-denominated taxable corporate bonds with at least $150 million par value outstanding, a maximum credit rating of Ba1 and a maturity of one year or more; gives a broad look at how high-yield (“junk”) bonds have performed.

Barclays U.S. Credit Index: An unmanaged, market value-weighted index that measures the performance of investment-grade, fixed-rate, publicly issued U.S. corporates and non-corporates, including foreign agencies, sovereigns, supranationals and foreign local government issues, with at least $250 million par value outstanding and a maturity of one year or more.

Barclays U.S. Treasury Inflation-Protected Securities (TIPS) Index^SM: An unmanaged, market capitalization-weighted index that measures the performance of all U.S. dollar-denominated, investment-grade, fixed-rate, publicly issued U.S. TIPS with a remaining maturity of at least one year and $250 million or more in outstanding face value.

BofA Merrill Lynch (BofAML) 1-Year Treasury Bill (T-Bill) Index: An unmanaged index that measures the returns of 12-month Treasury bills. Comprises a single issue purchased at the beginning of a month and held for the full month. At the end of that month, that issue is sold and rolled into a newly selected issue. The issue selected at each month-end rebalancing is the outstanding T-Bill with the longest maturity.

BofA Merrill Lynch (BofAML) 6-Month Treasury Bill (T-Bill) Index: An unmanaged index that measures the returns of six-month Treasury bills. Comprises a single issue purchased at the beginning of a month and held for the full month. At the end of that month, that issue is sold and rolled into a newly selected issue. The issue selected at each month-end rebalancing is the outstanding T-Bill that matures closest to, but not beyond, six months from the rebalancing date.

46

Market Index Definitions (con’t.)

BofA Merrill Lynch (BofAML) AAA U.S. Treasury/Agency Master Index: An unmanaged index that gives a broad look at how fixed-rate U.S. government bonds with a remaining maturity of at least one year have performed.

BofA Merrill Lynch (BofAML) U.S. High Yield Cash Pay Constrained Index: An unmanaged, market value-weighted index that measures the performance of U.S. dollar-denominated, below-investment-grade, fixed-rate, publicly issued, non-convertible, coupon-bearing corporate debt with a remaining maturity of at least one year. Each issue represented must have an outstanding par value of at least $50 million, must be less than BBB/Baa3-rated but not in default, and is restricted to a maximum of 2% of the total index.

Citigroup 3-Month Treasury Bill (T-Bill) Index: An unmanaged index that is generally representative of 3-month Treasury bills; consists of an average of the last 3-month Treasury bill issues (excluding the current month-end bill).

Consumer Price Index (CPI): Calculated by the U.S. Department of Labor’s Bureau of Labor Statistics, the CPI represents changes in prices of a basket of goods and services purchased for consumption by urban households.

Dow Jones Industrial Average (DJIA): A market indicator consisting of a price-weighted average of 30 blue chip stocks actively traded on the New York Stock Exchange (NYSE) and the National Association of Securities Dealers Automated Quotations (NASDAQ) system; invented by Charles Dow in 1896, the DJIA represents 15% to 20% of the value of NYSE stocks.

iMoneyNet Prime Retail Index: An unmanaged index that is an average of non-government retail money market mutual funds. Portfolio holdings of prime money market mutual funds include U.S. Treasury, U.S. other, repurchase agreements, time deposits, domestic and foreign bank obligations, commercial paper, floating-rate notes and asset-backed commercial paper.

KOSPI 200 Index: An unmanaged index that is a subset of the Korea Composite Stock Price Index; measures the performance of the stocks of the 200 largest publicly traded companies on the Korea Stock Exchange.

Lipper Analytical Services, Inc. (Lipper) is an industry research firm whose rankings are based on total return performance and do not reflect the effect of sales charges. Each fund is ranked within a universe of funds similar in investment objective as determined by Lipper.

Morningstar® (Mstar) Lifetime Allocation Indexes: A series of 13 unmanaged, multi-asset-class indexes designed to benchmark target-date investment products. Each index is available in three risk profiles: aggressive, moderate and conservative. The index asset allocations adjust over time, reducing equity exposure and shifting toward traditional income-producing investments. The strategic asset allocation of the indexes is based on Ibbotson Associates’ Lifetime Asset Allocation methodology.

MSCI ACWI ex USA Index: An unmanaged, market capitalization-weighted index that is designed to measure the performance of the stocks in the global developed and emerging markets, excluding U.S.-based companies.

MSCI All Country World Index^SM: An unmanaged, free float-adjusted, market capitalization-weighted index that is designed to measure the performance of the stocks in the global developed and emerging markets.

47

Market Index Definitions (con’t.)

MSCI EAFE® Index: An unmanaged, free float-adjusted, market capitalization-weighted index that is designed to measure the performance of the stocks in developed markets outside the United States and Canada.

MSCI Emerging Markets (EM) Index: An unmanaged, free float-adjusted market capitalization-weighted index that is designed to measure equity market performance of emerging markets.

MSCI Greece Index: An unmanaged, free float-adjusted, market capitalization-weighted index that is designed to measure the performance of the stocks in Greece.

MSCI World ex USA Index: An unmanaged index that measures the equity market performance of developed-market countries excluding the United States; covers approximately 85% of the free float-adjusted market capitalization in each country, capturing large- and mid-cap representation.

MSCI World Index^SM Free: An unmanaged, free float-adjusted, market capitalization-weighted index that is designed to measure the performance of global developed-market equities. The “Free” suffix denotes an index with a somewhat different history but the same constituents and performance in relation to its counterpart index without the suffix.

Russell 1000® Index: An unmanaged index that measures the performance of the large-capitalization segment of the U.S. equity universe.

Russell 1000® Growth Index: An unmanaged index that measures the performance of the large-capitalization growth segment of the U.S. equity universe; includes those Russell 1000^® Index companies with higher price-to-book ratios and higher forecasted growth values.

Russell 1000® Value Index: An unmanaged index that measures the performance of the large-capitalization value segment of the U.S. equity universe; includes those Russell 1000^® Index companies with lower price-to-book ratios and lower forecasted growth values.

Russell 2000® Index: An unmanaged index that measures the performance of the small-capitalization segment of the U.S. equity universe.

Russell 2000® Growth Index: An unmanaged index that measures the performance of the large-capitalization growth segment of the U.S. equity universe; includes those Russell 2000^® Index companies with higher price-to-book ratios and higher forecasted growth values.

Russell 2000® Value Index: An unmanaged index that measures the performance of the large-capitalization growth segment of the U.S. equity universe; includes those Russell 2000^® Index companies with lower price-to-book ratios and lower forecasted growth values.

Russell 3000® Index: An unmanaged index that measures the performance of the 3,000 largest U.S. companies in the investable U.S. equity universe.

S&P 500® Index: An unmanaged, market capitalization-weighted index of 500 stocks of leading large-cap U.S. companies in leading industries; gives a broad look at the U.S. equities market and those companies’ stock price performance.

S&P MidCap 400® (S&P 400) Index: An unmanaged index that measures the performance of 400 stocks of medium-sized U.S. companies (those with a market capitalization of $1 billion to $4.4 billion).

SET50 Index: An unmanaged index that measures the performance of the stocks of the 50 largest companies trading on the Stock Exchange of Thailand.

48

Glossary

Definitions of some commonly used investment terms

Asset allocation: The process of spreading assets across several different investment styles and asset classes. The purpose is to potentially reduce long-term risk and capture potential profits across various asset classes.

Benchmark index: A broad-based securities index used as a comparison tool to measure the performance of a mutual fund.

Derivative: A contract, security or investment with its value based on the performance of an underlying financial asset, index or economic measure.

Diversification: An investment strategy that seeks to reduce risk in a portfolio so that the positive performance of some investments will neutralize the negative performance of others.

Duration:A measure of how much the price of a bond would change compared to a change in market interest rates, based on the remaining time until a bond’s maturity together with other factors. A bond’s value drops when interest rates rise, and vice versa. Bonds with longer durations have higher risk and volatility.

Emerging market countries:Developing and low- or middle-income countries as identified by the International Finance Corporation or the World Bank. Emerging market countries may be found in regions such as Asia, Latin America, Eastern Europe, the Middle East and Africa.

Equity securities:Securities that represent an ownership interest in the issuer. Common stocks are the most common type of equity securities.

Expense ratio: The percentage of fees paid by a fund to its adviser for management and operational costs. A fund’s expense ratio includes all administrative expenses and 12b-1 fees but excludes sales charges.

Fixed-income securities:Securities, including bonds and other debt securities, that represent an obligation by the issuer to pay a specified rate of interest or dividend at specified times.

Market capitalization: A common way of measuring the size of a company based on the price of its common stock multiplied by the number of outstanding shares.

Quantitative techniques:Mathematical and statistical methods used in the investment process to identify securities of issuers for possible purchase or sale by a mutual fund.

Sector: An industry or market that shares common characteristics. Sectors are used to group investments into categories such as energy, health, technology and utilities.

Yield curve: A plotted graph line showing the interest rates of bonds, at a set point in time, that have equal credit quality but different maturity dates.

49

P.O. Box 701

Milwaukee, WI 53201-0701

nationwide.com/mutualfunds

Investors should carefully consider a fund’s (and, if applicable, each of its underlying funds’) investment objectives, risks, fees, charges and expenses before investing any money. To obtain this and other information on Nationwide Funds, please call 1-800-848-0920 to request a summary prospectus and/or a prospectus, or download a summary prospectus and/or a prospectus at nationwide.com/mutualfunds. Please read it carefully before investing any money.

About Nationwide Funds Group (NFG)

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. NFA is a wholly owned subsidiary of Nationwide Financial Services, Inc. (NFS).

Distributor

Nationwide Funds distributed by Nationwide Fund Distributors LLC (NFD), member FINRA, King of Prussia, Pa. NFD is not an affiliate of any subadviser discussed in this material, except Nationwide Asset Management, LLC.

Nationwide, Nationwide Financial, the Nationwide framemark, Nationwide Funds, Nationwide Funds Group and On Your Side are service marks of Nationwide Mutual Insurance Company.

© 2013 Nationwide Funds Group. All rights reserved.

AR-ALT 12/13

Annual Report

October 31, 2013

Nationwide Mutual Funds

Equity Funds

Nationwide Fund

Nationwide Global Equity Fund

Nationwide Growth Fund

Nationwide International Value Fund

Nationwide Small Company Growth Fund

Nationwide U.S. Small Cap Value Fund

Fixed-Income Funds

Nationwide Bond Fund

Nationwide Core Plus Bond Fund

Nationwide Enhanced Income Fund

Nationwide Government Bond Fund

Nationwide High Yield Bond Fund

Nationwide Inflation-Protected Securities Fund

Nationwide Money Market Fund

Nationwide Short Duration Bond Fund

Nationwide Funds®

Commentary in this report is provided by the portfolio manager(s) of each Fund as of the date of this report and is subject to change at any time based on market or other conditions.

Third-party information has been obtained from sources that Nationwide Fund Advisors (NFA), the investment adviser to the Funds, deems reliable. This report and the holdings provided are for informational purposes only and are not intended to be relied on as investment advice. Portfolio composition is accurate as of the date of this report and is subject to change at any time and without notice. NFA, one of its affiliated advisers or its employees may hold a position in the securities in this report.

Statement Regarding Availability of Quarterly Portfolio Holdings

The Trust files complete schedules of portfolio holdings for each Fund with the Securities and Exchange Commission (SEC) for the first and third quarters of each fiscal year on Form N-Q. Additionally, the Trust files a schedule of portfolio holdings monthly for the Nationwide Money Market Fund on Form N-MFP. Forms N-Q and Forms N-MFP are available on the SEC’s website at http://www.sec.gov. Forms N-Q and Forms N-MFP may be reviewed and copied at the SEC’s Public Reference Room in Washington, DC, and information on the operation of the Public Reference Room may be obtained by calling 800-SEC-0330. The Trust also makes this information available to shareholders on nationwide.com/mutualfunds or upon request without charge.

Statement Regarding Availability of Proxy Voting Record

Information regarding how the Funds voted proxies relating to portfolio securities held during the most recent 12-month period ended June 30 is available without charge, upon request, by calling 800-848-0920, and on the SEC’s website at http://www.sec.gov.

Nationwide Funds® Annual Report

Contents

Message to Shareholders	1
Economic Review	2
Equity Funds
Nationwide Fund	4
Nationwide Global Equity Fund	19
Nationwide Growth Fund	35
Nationwide International Value Fund	50
Nationwide Small Company Growth Fund	64
Nationwide U.S. Small Cap Value Fund	77
Fixed-Income Funds
Nationwide Bond Fund	103
Nationwide Core Plus Bond Fund	119
Nationwide Enhanced Income Fund	135
Nationwide Government Bond Fund	154
Nationwide High Yield Bond Fund	167
Nationwide Inflation-Protected Securities Fund	188
Nationwide Money Market Fund	199
Nationwide Short Duration Bond Fund	212
Notes to Financial Statements	230
Report of Independent Registered Public Accounting Firm	263
Supplemental Information	264
Management Information	265
Market Index Definitions	269
Glossary	272

Nationwide Funds®

Message to Shareholders

October 31, 2013

Dear Shareholder,

I am proud to report that Nationwide Financial has acquired 17 mutual funds through an agreement with HighMark Capital Management, Inc. and approval of its shareholders. This agreement is the latest step in the Nationwide Financial strategy to pursue Nationwide Funds growth.

Why is this important to you, a Nationwide Funds shareholder? By adding these HighMark Funds to the Nationwide Mutual Funds lineup, we continue to expand our selection of investment strategies. The transaction provides Nationwide Funds with approximately $3.6 billion in new mutual fund assets, enabling Nationwide to present a wider array of investment offerings. It also underscores our commitment to helping Americans, like you, prepare for and live in retirement.

During the 12-month reporting period ended October 31, 2013, broad U.S. stock market performance was predominantly positive, with the S&P 500® Index returning 27.18%. Yet despite recent encouraging returns, several years of economic volatility and uncertainty have left some investors distrustful of the markets and wary about their economic futures. In short, they have developed a fear of financial planning.

Nationwide Funds recently released the results of its in-depth investor sentiment survey conducted by Harris Interactive, titled Fear of Financial Planning. The study revealed that 26 percent of potential investors do not have a financial plan. Given that we live in an era when Americans are more responsible for their own financial security than ever before, we find this statistic troubling and are working to spread the word that financial planning is a necessity, not an option.

We encourage all of our shareholders to meet regularly with their financial advisors. An effective financial plan involves much more than just opening an investment account. It includes taking a macro-level view of your circumstances and making use of thoughtful, customized long-term analysis. An effective financial plan also contains contingencies to offset potential surprises and risks, specific action steps and defined milestones to help increase your confidence and measure success. Armed with a plan, you are never alone.

In his novel “The Hobbit,” author J.R.R. Tolkien wrote, “It does not do to leave a live dragon out of your calculations, if you live near him.” Since the beginning of the financial crisis, investors have been living close to a live dragon and have felt his heat. However, as every experienced dragon slayer knows, having a comprehensive plan of attack, a wide array of tools and a team of trusted experts by your side quiets fear and fortifies you to pursue victory.

Thank you for investing with Nationwide Funds.

Sincerely,

Michael S. Spangler

President & CEO

Nationwide Funds

1

Economic Review

During the fiscal year ended October 31, 2013, most asset classes reported strong performance. Domestic equities experienced a broad-based rally, with the S&P 500^® Index delivering a 27.2% return, and with nearly all sectors and capitalization ranges delivering strong performance. International equities also were solid, with developed markets outperforming emerging markets. Fixed-income results were mixed, as credit-sensitive indexes showed positive returns, while rate-sensitive indexes were affected by rising Treasury yields.

Domestically, the reporting period was dominated by news from Washington. The main topics from November 2012 through January 2013 consisted of the national election for president and congressional control and a heated debate on the fiscal cliff. Concerns about the tapering (gradual reduction) of the Federal Reserve’s Quantitative Easing (“QE”) policy, the federal government shutdown and rhetoric in Congress related to raising the debt ceiling affected trading in August, September and October 2013. The S&P 500 Index was up 10 of the 12 months of the fiscal year, including consecutively from November 2012 through May 2013. The S&P 500 Index showed modest gains in November and December 2012 of 0.58% and 0.91%, respectively, despite the political uncertainty.

The S&P 500 Index was up 10 of the 12 months of the fiscal year, including consecutively from November 2012 through May 2013.

The first quarter of calendar-year 2013 saw a substantial rally, with the S&P 500 Index up 10.6% on relief over a conclusion to a contentious election season and the implementation of the federal spending cuts on March 1. The broad-based market’s strength continued in April and May, with the S&P 500 Index returning 1.9% and 2.3%, respectively, before the market became choppy for the remainder of the reporting period on a spike in interest rates. The equity and fixed-income markets reacted to comments from Federal Reserve Chairman Ben Bernanke

suggesting a tapering of the Fed’s QE program later in the year. Volatility increased materially, with substantial positive returns for the S&P 500 Index of 5.1% in July, 3.1% in September and 4.6% in October, somewhat offset by postings of -1.3% in June and -2.9% in August. A theme in the market during 2013 was “sell the rumor, buy the news,” as the market sold off modestly into the period of uncertainty, and rallied substantially as a conclusion was reached.

While gradually improving through the reporting period, U.S. economic activity was sluggish during the period, with GDP growth of 0.1%, 1.1%, 2.5% and 2.8% from calendar 4Q12 through calendar 3Q13. This was the primary impetus for the cautious approach by the Federal Reserve with regard to maintaining the QE program. Inflation remained well controlled during the reporting period, with the core Consumer Price Index (CPI) below 2% throughout the period, ending at 1.7% in October 2013. CPI, which includes the volatile food and energy categories, was actually lower than core CPI, averaging 1.6% and exiting September 2013 at 1.2%. Despite job-creation levels coming in lower than during many past recoveries, the unemployment rate continued to decline during the reporting period, falling from 7.9% to 7.2%, aided by the labor participation rate declining to 63.3% from 63.8% a year ago (the figure was more than 66% at the beginning of the 2008 recession).

The strong performance in domestic equities was broad based during the reporting period, with small-capitalization stocks outperforming large-cap stocks, and growth and value roughly equal. The best-performing sectors in the S&P 500 Index were consumer discretionary, with 40.5%, industrials, with 35.8% and health care, with 34.3%. Consumer discretionary and industrials benefited from improved profits and expanding valuations, and health care rose in reaction to excitement surrounding new products. The worst-performing sectors were utilities, with 9.5% and telecommunications, with 13.1%. Utilities and telecommunications were relatively impacted by rising rates, as the high dividends paid by these sectors were relatively less attractive.

2

Economic Review (con’t.)

The strong performance in domestic equities was broad based during the reporting period, with small-capitalization stocks outperforming large-cap stocks, and growth and value roughly equal.

International stocks were very strong at the start of the reporting period, as European shares rallied on hopes that the worst of the stress on the banking system was behind them. Asian shares rose in reaction to a U.S. rally and the prospect of additional stimulus from Japan’s Central Bank. In November and December 2012, international shares materially outperformed U.S. shares, with the MSCI ACWI ex USA Index outperforming the S&P 500 Index by nearly 4%. Throughout the year, the performance of international stocks continued to be positive but weaker relative to U.S. stocks. Europe was reminded of the fragile state of the banking systems of its weaker members, this time with Cyprus. Continued political tensions in Greece, sluggish economic growth and worries about a U.S. tapering depressed relative returns through mid-year, before the market rallied in response to stabilization of political and banking system risk. Asia was relatively strong throughout the year, primarily due to the prospect of renewed stimulus by Japan’s Central Bank and a beneficial exchange rate. Emerging market stocks lagged on concerns about China’s slowing economic growth as well as political tensions in Brazil, Turkey, North Korea and the Middle East, and steadily declining commodity prices.

Performance in the fixed-income markets was driven by a sustained period of rising rates throughout most of the reporting period. Long-term Treasury yields rose meaningfully during the period, moving from a low of 1.70% in October 2012 to a high of 3.00% in September 2013 on anticipation of the tapering of Fed policy, but fell to 2.54% by the end of October as those concerns faded. The broadly based Barclays U.S. Aggregate Bond Index posted a total return of -1.1% for the reporting period. Long-duration benchmarks showed negative relative

performance, with the Barclays Long U.S. Treasury Index down 9.3%. A generally benign economic environment allowed a narrowing of most credit spreads, resulting in positive performance for high-yield and emerging market benchmarks. Municipal bonds performed largely in line with the broader index, as the positive impact from the gradual improvement in economic conditions was offset by a few high-profile events, such as the fears of a possible default of Puerto Rico, the third-largest municipal issuer behind California and New York.

Index	Fiscal Year Total Return
S&P 500®		27.18%
Russell 1000® Growth		28.30%
Russell 1000® Value		28.29%
Russell 2000®		36.28%
MSCI World ex USA		24.65%
MSCI Emerging Markets		6.53%
Barclays U.S. Aggregate Bond		-1.08%
Barclays U.S. 10-20 Year Treasury Bond		-5.23%
Barclays U.S. 1-3 Year Government/Credit Bond		0.77%
Barclays Municipal Bond		-1.72%
Barclays U.S. Corporate High Yield		8.87%
Barclays Emerging Markets USD Aggregate Bond		-1.24%

3

Fund Commentary Nationwide Fund

For the annual period ended October 31, 2013, the Nationwide Fund (Institutional Service Class) returned 27.35% versus 27.18% for its benchmark, the S&P 500® Index. For broader comparison, the median return for the Fund’s closest Lipper peer category of Large-Cap Core Funds (consisting of 925 funds as of October 31, 2013) was 26.96% for the same time period.

This fund experienced a manager change on June 17, 2013. For the period from November 1, 2012, through June 16, 2013, the Nationwide Fund returned 18.34%, compared with 16.93% for the S&P 500 Index. The Fund’s relative performance was driven by sector selection and stock selection. Underweight positions in utilities, technology and telecommunications, along with overweight positions in financials and health care were the primary drivers of sector selection.

Stock selection was most positive in consumer staples, financials and technology. Stocks with the largest contribution included Cisco Systems, Inc.; Charles Schwab Corp.; and Johnson & Johnson. Sector selection detracted from performance in consumer discretionary and energy. The stocks with the greatest negative impact included Devon Energy Corp., National Oilwell Varco, Inc. and Cognizant Technology Solutions. Following the manager change, the Nationwide Fund returned 7.62%, compared with the S&P 500 Index return of 8.76%. Talk of “tapering” (or a gradual end to the Fed’s bond purchases) dominated the market environment during this period. Beginning in May, the Federal Reserve began to hint about and then openly discuss a reduction in Quantitative Easing 3 (QE3) bond purchases because the domestic economy was showing signs of improvement. After that, the term “tapering” was at the forefront of all strategic discussions, and a rise in yields reflected a bond selloff beginning in June.

Subsequent to the Fed’s initial comments, however, the economic improvements the Fed had seen began to show cracks. Indeed, by the time the September Federal Reserve meeting came around, the Fed decided not to taper at all, implying that domestic economic fundamentals were still weak. From July and October, bonds recovered from their June selloff, producing a low

single-digit return. The S&P 500 Index did even better, producing a 10% return in those four months alone.

Portfolio Performance and Return Drivers

The HighMark Core Equity team welcomed the uncertainty in the market. The strong, steady trends of the first half of the year undermined some of the information-based models that Highmark uses in its stock selection. A transition from a valuation-driven market to an earnings-driven market may benefit Highmark’s strategy going forward. Despite these developments, the Nationwide Fund underperformed the S&P 500 Index benchmark during the period from June 17, 2013 through October 31, 2013.*

The portfolio managers control sector and industry weights to ensure proper risk management and minimize industry and sector performance effects. As a result, the majority of underperformance was due to stock selection within specific sectors, and this was due to some reversal late in the year of market trends that previously dominated performance.

For example, value and economically sensitive names performed poorly, while high-quality growth stocks outperformed. Momentum returned as a driver of stock outperformance. The Nationwide Fund investment team monitors economic conditions to determine when the market favors value and momentum as selection tools. There was a small exposure to momentum stocks, but the portfolio managers wanted to see stronger investment sentiment and consumer confidence before increasing exposure to stocks with strong trends.

From a sector perspective, the strategy’s stock selection in health care was particularly beneficial, and positive contributions also came from stock selection in the materials, utilities and information technology sectors. These positive contributions were overwhelmed, however, by underperformance in the consumer staples, financials, industrials, energy and telecom services sectors.

Outlook and Positioning

It is challenging to expect the same kind of market returns going forward as those seen in the

4

Fund Commentary (con’t.) Nationwide Fund

past 12 months. That said, Highmark believes that improvements in the global industrial cycle could lead to better sales and earnings and, at the very least, sustain and even elevate current market prices.

Although momentum investing may become attractive in the near future, Highmark has also chosen not to make any deliberate inclusion of momentum in its strategy at the time of this writing. An uptick in coincident economic indicators could lead to a more favorable momentum market, and management might then change the portfolio’s positioning.

The risk environment has recovered from the macro-driven volatility of the past five years and evolved to a fundamentally driven market in which stock prices are determined by the merit of the firm and its business. Such an environment is conducive to the success of active managers.

Subadviser:

HighMark Capital Management, Inc.

Portfolio Managers:

Derek Izuel, CFA and Edward Herbert

*HighMark Capital Management, Inc. became subadviser for the Fund on June 17, 2013.

The Fund is subject to the risks of investing in equity securities. High double-digit returns are unusual and cannot be sustained. Please refer to the summary prospectus for a more detailed explanation of the Fund’s principal risks.

A description of the benchmarks can be found on the Market Index Definitions page at the back of this book.

5

Fund Overview Nationwide Fund

Objective

The Fund seeks total return through a flexible combination of capital appreciation and current income.

Highlights

Ÿ The Nationwide Fund Institutional Service Class returned 27.35% for the annual period, outperforming the benchmark by 0.17% and the Lipper peer category median by 0.39%.

Ÿ From a sector perspective, the strategy’s stock selection in health care was particularly beneficial, and positive contributions also came from stock selection in the materials, utilities and information technology sectors.

Ÿ These positive contributions were overwhelmed by underperformance in the consumer staples, financials, industrials, energy and telecom services sectors.

Asset Allocation†

Common Stocks	98.2%
Mutual Fund	1.8%
Repurchase Agreement	0.2%
Liabilities in excess of other assets	(0.2)%
	100.0%

Top Industries††

Oil, Gas & Consumable Fuels	8.3%
Pharmaceuticals	5.6%
Software	5.2%
Commercial Banks	4.9%
Beverages	4.7%
Chemicals	4.3%
Communications Equipment	4.3%
Insurance	4.0%
Aerospace & Defense	3.8%
Household Products	3.2%
Other Industries*	51.7%
	100.0%

Top Holdings††

Wells Fargo & Co.	4.0%
QUALCOMM, Inc.	3.3%
Procter & Gamble Co. (The)	3.2%
Coca-Cola Co. (The)	3.1%
Chevron Corp.	3.0%
Pfizer, Inc.	2.9%
Goldman Sachs Group, Inc. (The)	2.9%
Union Pacific Corp.	2.8%
Boeing Co. (The)	2.7%
General Electric Co.	2.6%
Other Holdings*	69.5%
	100.0%

† Percentages indicated are based upon net assets as of October 31, 2013.

†† Percentages indicated are based upon total investments as of October 31, 2013.

* For purposes of listing top industries and top holdings, the repurchase agreement is included as part of Other.

6

Fund Performance Nationwide Fund

Average Annual Total Return

(For periods ended October 31, 2013)		1 Yr.		5 Yr.			10 Yr.
Class A	w/o SC1		27.09%		13.30%			5.77%
	w/ SC2		19.80%		11.97%			5.15%
Class B	w/o SC1		26.21%		12.52%			5.04%
	w/ SC3		21.21%		12.27%			5.04%
Class C	w/o SC1		26.14%		12.53%			5.04%
	w/ SC4		25.14%		12.53%			5.04%
Class R25,6			26.72%		12.97%			5.53%
Institutional	w/o SC		27.35%		13.59%			6.03%
Service Class7	w/ SC		27.35%		12.54%	8		5.54%	8

Expense Ratios

	Expense Ratio*
Class A	1.04%
Class B	1.75%
Class C	1.75%
Class R2	1.35%
Institutional Service	0.81%

*Current effective prospectus dated March 1, 2013. Please see the Fund’s most recent prospectus for details.

All figures showing the effect of a sales charge (SC) reflect the maximum charge possible, because it has the most significant effect on performance data.

¹  These returns do not reflect the effects of SCs.

²  A 5.75% front-end sales charge was deducted.

³  A 5.00% maximum contingent deferred sales charge (CDSC) was deducted. The CDSC declines to 0% after 6 years and is not deducted from returns after 6 years.

⁴  A 1.00% CDSC was deducted from the one year return because it is charged when you sell Class C shares within the first year after purchase.

⁵  Not subject to any SCs.

⁶  Effective February 28, 2009, Class R Shares were renamed Class R2 Shares.

⁷  Effective August 1, 2012, Class D Shares were renamed Institutional Service Class Shares.

⁸  A 4.50% front-end sales charge was deducted on Class D Shares.

7

Fund Performance (con’t.) Nationwide Fund

Performance of a $10,000 Investment

Investment return and principal value will fluctuate, and when redeemed, shares may be worth more or less than original cost. Past performance is no guarantee of future results and does not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares. Investing in mutual funds involves market risk, including loss of principal. Performance returns assume the reinvestment of all distributions. The initial $10,000 investment has been reduced by the maximum sales charge imposed on the purchase of shares.

Comparative performance of $10,000 invested in Institutional Service Class shares of the Nationwide Fund versus the S&P 500® Index, and the Consumer Price Index (CPI) over the 10-year period ended 10/31/13. Unlike the Fund, the returns for these unmanaged indexes do not reflect any fees, expense, or sales charges. Investors cannot invest directly in market indexes. A description of the benchmarks can be found on the Market Index Definitions page at the back of this book.

8

Shareholder Expense Example Nationwide Fund

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, including sales charges (loads) paid on purchase payments and redemption fees; and (2) ongoing costs, including investment advisory fees, administration fees, distribution fees and other Fund expenses. The examples below are intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds. Per Securities and Exchange Commission (“SEC”) requirements, the examples assume that you had a $1,000 investment in the Class at the beginning of the reporting period (May 1, 2013) and continued to hold your shares at the end of the reporting period (October 31, 2013).

Actual Expenses

For each Class of the Fund in the table below, the first line provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid from May 1, 2013 through October 31, 2013. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line of each Class under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.

Hypothetical Expenses for Comparison Purposes

The second line of each Class in the table below provides information about hypothetical account values and hypothetical expenses based on the Class’ actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Class’ actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period from May 1, 2013 through October 31, 2013. You may use this information to compare the ongoing costs of investing in the Class of the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transaction costs, such as sales charges (loads) or redemption fees. If these transaction costs were included, your costs would have been higher. Therefore, the second line for each Class in the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. The examples also assume all dividends and distributions are reinvested.

Schedule of Shareholder Expenses

Expense Analysis of a $1,000 Investment

Nationwide Fund October 31, 2013			Beginning Account Value ($) 05/01/13	Ending Account Value ($) 10/31/13	Expenses Paid During Period ($) 05/01/13 - 10/31/13	Expense Ratio During Period (%) 05/01/13 - 10/31/13
Class A Shares	Actual	a	1,000.00	1,108.80	5.32	1.00
	Hypotheticala,b		1,000.00	1,020.16	5.09	1.00
Class B Shares	Actual	a	1,000.00	1,105.20	9.07	1.71
	Hypotheticala,b		1,000.00	1,016.59	8.69	1.71
Class C Shares	Actual	a	1,000.00	1,105.00	9.07	1.71
	Hypotheticala,b		1,000.00	1,016.59	8.69	1.71
Class R2 Shares	Actual	a	1,000.00	1,106.80	6.96	1.31
	Hypotheticala,b		1,000.00	1,018.60	6.67	1.31
Institutional Service Class Shares	Actual	a	1,000.00	1,110.50	4.10	0.77
	Hypotheticala,b		1,000.00	1,021.32	3.92	0.77

a Expenses are equal to the Fund’s annualized expense ratio multiplied by the average account value from May 1, 2013 through October 31, 2013 multiplied to reflect one-half year period. The expense ratio presented represents a six-month, annualized ratio in accordance with Securities and Exchange Commission guidelines.

b Represents the hypothetical 5% return before expenses.

9

Statement of Investments

October 31, 2013

Nationwide Fund

Common Stocks 98.2%
	Shares		Market Value
Aerospace & Defense 3.8%
Boeing Co. (The) (a)		171,600	$	22,393,800
Lockheed Martin Corp.		62,600		8,347,084
				30,740,884
Automobiles 0.8%
Ford Motor Co.		394,400		6,748,184
Beverages 4.7%
Beam, Inc.		184,100		12,389,930
Coca-Cola Co. (The)		650,100		25,724,457
				38,114,387
Biotechnology 1.8%
Biogen Idec, Inc.*		32,500		7,936,175
Celgene Corp.* (a)		20,000		2,969,800
Pharmacyclics, Inc.*		35,300		4,187,992
				15,093,967
Capital Markets 2.9%
Goldman Sachs Group, Inc. (The)		146,500		23,565,990
Chemicals 4.3%
Huntsman Corp.		179,400		4,165,668
Monsanto Co.		63,800		6,691,344
PPG Industries, Inc.		87,600		15,994,008
Praxair, Inc.		68,500		8,542,635
				35,393,655
Commercial Banks 4.9%
Regions Financial Corp.		747,500		7,198,425
Wells Fargo & Co.		763,100		32,576,739
				39,775,164
Commercial Services & Supplies 0.4%
Tyco International Ltd.		88,900		3,249,295
Communications Equipment 4.3%
Cisco Systems, Inc.		371,900		8,367,750
QUALCOMM, Inc.		386,600		26,857,102
				35,224,852
Computers & Peripherals 1.6%
Apple, Inc.		25,200		13,163,220
Consumer Finance 1.1%
Discover Financial Services		180,300		9,353,964
Diversified Consumer Services 0.7%
Service Corp. International		308,500		5,556,085
Diversified Financial Services 0.5%
Citigroup, Inc.		88,900		4,336,542

Common Stocks (continued)
	Shares		Market Value
Diversified Telecommunication Services 0.8%
Verizon Communications, Inc.		125,200	$	6,323,852
Electric Utilities 1.1%
Great Plains Energy, Inc.		400,700		9,392,408
Energy Equipment & Services 0.9%
Dril-Quip, Inc.*		63,900		7,503,138
Food & Staples Retailing 0.3%
CVS Caremark Corp.		33,200		2,067,032
Food Products 1.4%
Hillshire Brands Co.		348,100		11,428,123
Health Care Equipment & Supplies 2.3%
Abbott Laboratories		517,100		18,900,005
Health Care Providers & Services 2.8%
Aetna, Inc.		114,200		7,160,340
Cardinal Health, Inc.		53,800		3,155,908
McKesson Corp.		82,900		12,960,586
				23,276,834
Hotels, Restaurants & Leisure 2.2%
McDonald’s Corp.		80,100		7,731,252
Starbucks Corp.		75,100		6,086,855
Starwood Hotels & Resorts Worldwide, Inc.		53,600		3,946,032
				17,764,139
Household Durables 0.2%
Taylor Morrison Home Corp., Class A*		84,300		1,874,832
Household Products 3.2%
Procter & Gamble Co. (The)		321,800		25,985,350
Independent Power Producers & Energy Traders 0.6%
Calpine Corp.*		241,900		4,879,123
Industrial Conglomerates 2.6%
General Electric Co. (a)		804,500		21,029,630
Information Technology Services 2.4%
Amdocs Ltd.		205,900		7,916,855
Computer Sciences Corp.		141,400		6,965,364
CoreLogic, Inc.*		134,000		4,458,180
				19,340,399
Insurance 4.0%
Allied World Assurance Co. Holdings AG		50,100		5,425,329
Allstate Corp. (The)		77,900		4,133,374
HCC Insurance Holdings, Inc.		44,200		2,017,730
Travelers Cos., Inc. (The)		240,400		20,746,520
				32,322,953

10

Statement of Investments (Continued)

October 31, 2013

Nationwide Fund (Continued)

Common Stocks (continued)
	Shares		Market Value
Internet & Catalog Retail 0.5%
Amazon.com, Inc.*		11,300	$	4,113,539
Internet Software & Services 2.6%
eBay, Inc.*		225,400		11,880,834
Google, Inc., Class A*		8,700		8,966,046
				20,846,880
Leisure Equipment & Products 0.4%
Mattel, Inc.		68,900		3,057,093
Machinery 1.9%
Crane Co.		48,900		3,105,150
Ingersoll-Rand PLC		181,600		12,263,448
				15,368,598
Media 2.6%
Liberty Media Corp., Series A*		70,300		10,749,573
Time Warner, Inc.		111,400		7,657,636
Viacom, Inc., Class B		36,700		3,056,743
				21,463,952
Multi-Utilities 1.8%
Ameren Corp.		255,000		9,225,900
DTE Energy Co.		84,100		5,814,674
				15,040,574
Office Electronics 1.5%
Xerox Corp.		1,257,800		12,502,532
Oil, Gas & Consumable Fuels 8.3%
Anadarko Petroleum Corp.		58,900		5,612,581
Cabot Oil & Gas Corp.		241,800		8,540,376
Chevron Corp.		205,400		24,639,784
EOG Resources, Inc.		53,800		9,597,920
Occidental Petroleum Corp.		99,800		9,588,784
Phillips 66		120,200		7,744,486
Southwestern Energy Co.*		66,400		2,471,408
				68,195,339
Pharmaceuticals 5.6%
AbbVie, Inc.		147,800		7,160,910
Allergan, Inc.		93,900		8,508,279
Eli Lilly & Co.		50,100		2,495,982
Johnson & Johnson		44,000		4,074,840
Pfizer, Inc. (a)		771,500		23,669,620
				45,909,631
Real Estate Investment Trusts (REITs) 2.0%
Equity Lifestyle Properties, Inc.		60,200		2,286,998
General Growth Properties, Inc.		129,000		2,738,670
Prologis, Inc.		209,700		8,377,515
Vornado Realty Trust		34,100		3,036,946
				16,440,129

Common Stocks (continued)
	Shares		Market Value
Road & Rail 3.2%
AMERCO		13,600	$	2,746,248
Union Pacific Corp.		152,100		23,027,940
				25,774,188
Software 5.2%
Activision Blizzard, Inc.		251,700		4,188,288
Adobe Systems, Inc.*		110,200		5,972,840
CA, Inc.		185,200		5,881,952
Citrix Systems, Inc.*		45,100		2,560,778
Microsoft Corp.		438,500		15,500,975
Oracle Corp.		140,700		4,713,450
Rovi Corp.*		241,700		4,050,892
				42,869,175
Specialty Retail 2.6%
Home Depot, Inc. (The)		140,000		10,904,600
Lowe’s Cos., Inc.		122,700		6,108,006
Signet Jewelers Ltd.		52,300		3,904,718
				20,917,324
Textiles, Apparel & Luxury Goods 0.3%
NIKE, Inc., Class B		30,000		2,272,800
Tobacco 2.3%
Philip Morris International, Inc.		211,500		18,848,880
Wireless Telecommunication Services 0.8%
Telephone & Data Systems, Inc.		198,400		6,186,112
Total Common Stocks (cost $730,581,173)				802,210,753
Mutual Fund 1.8%
Money Market Fund 1.8%
Fidelity Institutional Money Market Fund – Institutional Class, 0.08% (b)		14,882,709		14,882,709
Total Mutual Fund (cost $14,882,709)				14,882,709

11

Statement of Investments (Continued)

October 31, 2013

Nationwide Fund (Continued)

Repurchase Agreement 0.2%
	Principal Amount		Market Value
Goldman Sachs & Co., 0.10%, dated 10/31/13, due 11/01/13, repurchase price $1,307,504, collateralized by U.S. Government Agency Securities ranging from 2.50% - 7.50%, maturing 06/15/23 - 10/20/43; total market value $1,333,650 (c)	$	1,307,500	$	1,307,500
Total Repurchase Agreement (cost $1,307,500)				1,307,500
Total Investments (cost $746,771,382) (d) — 100.2%				818,400,962
Liabilities in excess of other assets — (0.2%)				(1,440,004	)
NET ASSETS — 100.0%			$	816,960,958

* Denotes a non-income producing security.

(a) The security or a portion of this security is on loan at October 31, 2013. The total value of securities on loan at October 31, 2013 was $1,266,265.

(b) Represents 7-day effective yield as of October 31, 2013.

(c) The security was purchased with cash collateral held from securities on loan. The total value of securities purchased with cash collateral as of October 31, 2013 was $1,307,500.

(d) See notes to financial statements for tax unrealized appreciation/(depreciation) of securities.

AG Stock Corporation

Ltd. Limited

PLC Public Limited Company

REIT Real Estate Investment Trust

At October 31, 2013, the Fund’s open futures contracts were as follows (Note 2):

Number of Contracts	Long Contracts	Expiration		Notional Value Covered by Contracts		Unrealized Appreciation/ (Depreciation)
177	E-Mini S&P 500		12/20/13	$	15,496,350	$	749,832

The accompanying notes are an integral part of these financial statements.

12

Statement of Assets and Liabilities

October 31, 2013

	Nationwide Fund
Assets:
Investments, at value* (cost $745,463,882)	$	817,093,462
Repurchase agreement, at value and cost		1,307,500
Total Investments		818,400,962
Cash		15
Dividends receivable		522,714
Security lending income receivable		36
Receivable for capital shares issued		40,157
Receivable for variation margin on futures contracts		644,507
Prepaid expenses		47,593
Total Assets		819,655,984
Liabilities:
Payable for capital shares redeemed		744,934
Payable upon return of securities loaned (Note 2)		1,307,500
Accrued expenses and other payables:
Investment advisory fees		366,930
Fund administration fees		77,766
Distribution fees		20,014
Administrative servicing fees		40,200
Accounting and transfer agent fees		53,632
Trustee fees		3,014
Custodian fees		2,497
Compliance program costs (Note 3)		648
Professional fees		22,153
Printing fees		54,674
Other		1,064
Total Liabilities		2,695,026
Net Assets	$	816,960,958
Represented by:
Capital	$	838,845,374
Accumulated undistributed net investment income		3,041,985
Accumulated net realized losses from investment, futures, and foreign currency transactions		(97,305,813	)
Net unrealized appreciation/(depreciation) from investments		71,629,580
Net unrealized appreciation/(depreciation) from futures contracts (Note 2)		749,832
Net Assets	$	816,960,958
Net Assets:
Class A Shares	$	72,276,586
Class B Shares		4,078,486
Class C Shares		1,720,677
Class R2 Shares		34,631
Institutional Service Class Shares		738,850,578
Total	$	816,960,958

* Includes value of securities on loan of $1,266,265 (Note 2).

13

Statement of Assets and Liabilities (Continued)

October 31, 2013

	Nationwide Fund
Shares Outstanding (unlimited number of shares authorized):
Class A Shares		3,803,054
Class B Shares		227,144
Class C Shares		96,056
Class R2 Shares		1,856
Institutional Service Class Shares		39,423,042
Total		43,551,152
Net asset value and redemption price per share (Net assets by class divided by shares outstanding by class, respectively):
Class A Shares (a)	$	19.00
Class B Shares (b)	$	17.96
Class C Shares (c)	$	17.91
Class R2 Shares	$	18.66
Institutional Service Class Shares	$	18.74
Maximum offering price per share (100%/(100%-maximum sales charge) of net asset value adjusted to the nearest cent):
Class A Shares	$	20.16
Maximum Sales Charge:
Class A Shares		5.75	%

(a) For Class A Shares, the redemption price per share is reduced by 1.00% on sales of shares of original purchases of  $1,000,000 or more or that were not subject to a front-end sales charge made within 18 months of the purchase date.

(b) For Class B Shares, the redemption price per share varies by the length of time shares are held.

(c) For Class C Shares, the redemption price per share is reduced by 1.00% for shares held less than one year.

The accompanying notes are an integral part of these financial statements.

14

Statement of Operations

For the Year Ended October 31, 2013

	Nationwide Fund
INVESTMENT INCOME:
Dividend income	$	14,946,983
Income from securities lending (Note 2)		33,268
Foreign tax withholding		(80,055	)
Total Income		14,900,196
EXPENSES:
Investment advisory fees		4,162,445
Fund administration fees		573,304
Distribution fees Class A		168,873
Distribution fees Class B		40,245
Distribution fees Class C		16,636
Distribution fees Class R2		153
Administrative servicing fees Class A		24,212
Administrative servicing fees Class R2		20
Administrative servicing fees Institutional Service Class		312,894
Registration and filing fees		58,157
Professional fees		45,406
Printing fees		124,904
Trustee fees		26,305
Custodian fees		26,951
Accounting and transfer agent fees		313,859
Compliance program costs (Note 3)		2,865
Other		19,129
Total expenses before earnings credit and fees waived		5,916,358
Earnings credit (Note 5)		(84	)
Investment advisory fees waived (Note 3)		(178,490	)
Net Expenses		5,737,784
NET INVESTMENT INCOME		9,162,412
REALIZED/UNREALIZED GAINS (LOSSES) FROM INVESTMENTS:
Net realized gains from investment transactions		163,704,456
Net realized gains from futures transactions (Note 2)		2,224,108
Net realized gains from foreign currency transactions (Note 2)		28,074
Net realized gains from investment, futures, and foreign currency transactions		165,956,638
Net change in unrealized appreciation/(depreciation) from investments		(2,672,463	)
Net change in unrealized appreciation/(depreciation) from futures contracts (Note 2)		749,832
Net change in unrealized appreciation/(depreciation) from translation of assets and liabilities denominated in foreign currencies		294
Net change in unrealized appreciation/(depreciation) from investments, futures contracts, and translation of assets and liabilities denominated in foreign currencies		(1,922,337	)
Net realized/unrealized gains from investments, futures, foreign currency transactions, and translation of assets and liabilities denominated in foreign currencies		164,034,301
CHANGE IN NET ASSETS RESULTING FROM OPERATIONS	$	173,196,713

The accompanying notes are an integral part of these financial statements.

15

Statements of Changes in Net Assets

	Nationwide Fund
	Year Ended October 31, 2013			Year Ended October 31, 2012
Operations:
Net investment income	$	9,162,412		$	8,972,123
Net realized gains from investment transactions, futures, and foreign currency transactions		165,956,638			59,175,296
Net change in unrealized appreciation/(depreciation) from investments, futures contracts, and translation of assets and liabilities denominated in foreign currencies		(1,922,337	)		10,255,380
Change in net assets resulting from operations		173,196,713			78,402,799
Distributions to Shareholders From:
Net investment income:
Class A		(773,765	)		(609,251	)
Class B		(27,931	)		(21,715	)
Class C		(13,642	)		(10,275	)
Class R2		(276	)		(346	)
Institutional Service Class (a)		(9,023,088	)		(7,672,589	)
Change in net assets from shareholder distributions		(9,838,702	)		(8,314,176	)
Change in net assets from capital transactions		(3,736,214	)		(123,562,254	)
Change in net assets		159,621,797			(53,473,631	)
Net Assets:
Beginning of year		657,339,161			710,812,792
End of year	$	816,960,958		$	657,339,161
Accumulated undistributed net investment income at end of year	$	3,041,985		$	3,690,201
CAPITAL TRANSACTIONS:
Class A Shares
Proceeds from shares issued	$	4,525,304		$	3,050,931
Dividends reinvested		749,852			589,521
Cost of shares redeemed		(10,469,172	)		(11,202,525	)
Total Class A Shares		(5,194,016	)		(7,562,073	)
Class B Shares
Proceeds from shares issued		277,905			332,420
Dividends reinvested		27,199			20,700
Cost of shares redeemed		(1,094,801	)		(1,374,022	)
Total Class B Shares		(789,697	)		(1,020,902	)
Class C Shares
Proceeds from shares issued		267,698			269,240
Dividends reinvested		5,810			3,272
Cost of shares redeemed		(892,823	)		(583,684	)
Total Class C Shares		(619,315	)		(311,172	)
Class R2 Shares
Proceeds from shares issued		1,109			1,235
Dividends reinvested		276			346
Cost of shares redeemed		–			(32,213	)
Total Class R2 Shares		1,385			(30,632	)

(a) Effective August 1, 2012, Class D Shares were renamed Institutional Service Class Shares.

16

Statements of Changes in Net Assets (Continued)

	Nationwide Fund
	Year Ended October 31, 2013			Year Ended October 31, 2012
CAPITAL TRANSACTIONS: (continued)
Institutional Service Class Shares (a)
Proceeds from shares issued	$	83,934,260		$	13,002,246
Dividends reinvested		8,537,120			7,290,252
Cost of shares redeemed		(89,605,951	)		(134,929,973	)
Total Institutional Service Class Shares		2,865,429			(114,637,475	)
Change in net assets from capital transactions	$	(3,736,214	)	$	(123,562,254	)
SHARE TRANSACTIONS:
Class A Shares
Issued		266,000			209,570
Reinvested		46,308			43,369
Redeemed		(616,200	)		(772,690	)
Total Class A Shares		(303,892	)		(519,751	)
Class B Shares
Issued		17,322			25,453
Reinvested		1,849			1,668
Redeemed		(68,277	)		(100,522	)
Total Class B Shares		(49,106	)		(73,401	)
Class C Shares
Issued		16,061			19,438
Reinvested		395			264
Redeemed		(57,307	)		(42,427	)
Total Class C Shares		(40,851	)		(22,725	)
Class R2 Shares
Issued		67			87
Reinvested		17			26
Redeemed		–			(2,234	)
Total Class R2 Shares		84			(2,121	)
Institutional Service Class Shares (a)
Issued		4,846,781			911,791
Reinvested		529,414			538,914
Redeemed		(5,428,374	)		(9,370,479	)
Total Institutional Service Class Shares		(52,179	)		(7,919,774	)
Total change in shares		(445,944	)		(8,537,772	)

Amounts designated as “–” are zero or have been rounded to zero.

(a) Effective August 1, 2012, Class D Shares were renamed Institutional Service Class Shares.

The accompanying notes are an integral part of these financial statements.

17

Financial Highlights

Selected data for each share of capital outstanding throughout the periods indicated

Nationwide Fund

			Operations							Distributions												Ratios/Supplemental Data
	Net Asset Value, Beginning of Period		Net Investment Income (Loss)			Net Realized and Unrealized Gains from Investments		Total from Operations		Net Investment Income			Total Distributions			Redemption Fees		Net Asset Value, End of Period		Total Return (a)		Net Assets at End of Period		Ratio of Expenses to Average Net Assets		Ratio of Net Investment Income (Loss) to Average Net Assets			Ratio of Expenses (Prior to Reimbursements) to Average Net Assets (b)		Portfolio Turnover (c)
Class A Shares
Year Ended October 31, 2013 (d)	$	15.13		0.19			3.87		4.06		(0.19	)		(0.19	)		–	$	19.00		27.09%	$	72,276,586		1.01%		1.08%			1.04%		113.60%
Year Ended October 31, 2012 (d)	$	13.70		0.16			1.41		1.57		(0.14	)		(0.14	)		–	$	15.13		11.56%	$	62,152,954		1.03%		1.09%			1.04%		29.11%
Year Ended October 31, 2011 (d)	$	12.93		0.12			0.73		0.85		(0.08	)		(0.08	)		–	$	13.70		6.57%	$	63,407,121		1.02%		0.86%			1.03%		24.31%	(e)
Year Ended October 31, 2010 (d)	$	11.51		0.07			1.42		1.49		(0.07	)		(0.07	)		–	$	12.93		13.00%	$	56,960,330		1.09%		0.60%			1.09%		62.51%
Year Ended October 31, 2009 (d)	$	10.69		0.11			0.86		0.97		(0.15	)		(0.15	)		–	$	11.51		9.36%	$	61,414,353		1.17%		1.13%			1.17%		145.13%
Class B Shares
Year Ended October 31, 2013 (d)	$	14.33		0.06			3.67		3.73		(0.10	)		(0.10	)		–	$	17.96		26.21%	$	4,078,486		1.73%		0.38%			1.75%		113.60%
Year Ended October 31, 2012 (d)	$	13.01		0.05			1.33		1.38		(0.06	)		(0.06	)		–	$	14.33		10.72%	$	3,958,689		1.74%		0.38%			1.75%		29.11%
Year Ended October 31, 2011 (d)	$	12.30		0.02			0.70		0.72		(0.01	)		(0.01	)		–	$	13.01		5.87%	$	4,547,418		1.76%		0.12%			1.77%		24.31%	(e)
Year Ended October 31, 2010 (d)	$	10.97		(0.01	)		1.35		1.34		(0.01	)		(0.01	)		–	$	12.30		12.26%	$	5,005,055		1.79%		(0.10%	)		1.79%		62.51%
Year Ended October 31, 2009 (d)	$	10.20		0.05			0.81		0.86		(0.09	)		(0.09	)		–	$	10.97		8.59%	$	5,707,151		1.86%		0.50%			1.86%		145.13%
Class C Shares
Year Ended October 31, 2013 (d)	$	14.30		0.06			3.66		3.72		(0.11	)		(0.11	)		–	$	17.91		26.14%	$	1,720,677		1.73%		0.40%			1.75%		113.60%
Year Ended October 31, 2012 (d)	$	12.98		0.05			1.34		1.39		(0.07	)		(0.07	)		–	$	14.30		10.76%	$	1,957,387		1.74%		0.38%			1.75%		29.11%
Year Ended October 31, 2011 (d)	$	12.27		0.02			0.71		0.73		(0.02	)		(0.02	)		–	$	12.98		5.91%	$	2,071,661		1.75%		0.14%			1.76%		24.31%	(e)
Year Ended October 31, 2010 (d)	$	10.95		(0.01	)		1.35		1.34		(0.02	)		(0.02	)		–	$	12.27		12.22%	$	448,417		1.79%		(0.10%	)		1.79%		62.51%
Year Ended October 31, 2009 (d)	$	10.18		0.04			0.82		0.86		(0.09	)		(0.09	)		–	$	10.95		8.69%	$	487,402		1.86%		0.43%			1.86%		145.13%
Class R2 Shares (f)
Year Ended October 31, 2013 (d)	$	14.87		0.13			3.81		3.94		(0.15	)		(0.15	)		–	$	18.66		26.72%	$	34,631		1.29%		0.79%			1.31%		113.60%
Year Ended October 31, 2012 (d)	$	13.48		0.11			1.39		1.50		(0.11	)		(0.11	)		–	$	14.87		11.21%	$	26,348		1.35%		0.79%			1.36%		29.11%
Year Ended October 31, 2011 (d)	$	12.74		0.06			0.73		0.79		(0.05	)		(0.05	)		–	$	13.48		6.18%	$	52,457		1.44%		0.46%			1.44%		24.31%	(e)
Year Ended October 31, 2010 (d)	$	11.37		0.06			1.38		1.44		(0.07	)		(0.07	)		–	$	12.74		12.74%	$	1,096		1.30%		0.53%			1.30%		62.51%
Year Ended October 31, 2009 (d)	$	10.57		0.09			0.84		0.93		(0.13	)		(0.13	)		–	$	11.37		9.08%	$	7,001		1.37%		0.88%			1.37%		145.13%
Institutional Service Class Shares (g)
Year Ended October 31, 2013 (d)	$	14.93		0.22			3.82		4.04		(0.23	)		(0.23	)		–	$	18.74		27.35%	$	738,850,578		0.77%		1.31%			0.80%		113.60%
Year Ended October 31, 2012 (d)	$	13.52		0.19			1.39		1.58		(0.17	)		(0.17	)		–	$	14.93		11.82%	$	589,243,783		0.80%		1.33%			0.81%		29.11%
Year Ended October 31, 2011 (d)	$	12.75		0.15			0.73		0.88		(0.11	)		(0.11	)		–	$	13.52		6.88%	$	640,734,133		0.82%		1.06%			0.83%		24.31%	(e)
Year Ended October 31, 2010 (d)	$	11.35		0.10			1.40		1.50		(0.10	)		(0.10	)		–	$	12.75		13.24%	$	768,450,202		0.83%		0.84%			0.83%		62.51%
Year Ended October 31, 2009 (d)	$	10.54		0.14			0.85		0.99		(0.18	)		(0.18	)		–	$	11.35		9.70%	$	621,559,334		0.92%		1.39%			0.92%		145.13%

Amounts designated as “–” are zero or have been rounded to zero.

(a) Excludes sales charge.

(b) During the period, certain fees may have been waived and/or reimbursed. If such waivers/reimbursements had not occurred, the ratios would have been as indicated.

(c) Portfolio turnover is calculated on the basis of the Fund as a whole without distinguishing among the classes of shares.

(d) Per share calculations were performed using average shares method.

(e) Excludes merger activity.

(f) Effective February 28, 2009, Class R Shares were renamed Class R2 Shares.

(g) Effective August 1, 2012, Class D Shares were renamed Institutional Service Class Shares.

The accompanying notes are an integral part of these financial statements.

18

Fund Commentary Nationwide Global Equity Fund

For the period from July 1, 2013, through October 31, 2013*, the Nationwide Global Equity Fund (Class A at NAV) returned 14.43% versus 12.41% for its benchmark, the MSCI World Index^SM Free. For broader comparison, the median return for the Fund’s closest Lipper peer category of Global Multi-Cap Core Funds (consisting of 164 funds as of October 31, 2013) was 11.17% for the same period.

During the period, market returns were strong, as the U.S. showed signs of continued recovery. At the same time, confidence in a European recovery improved as unemployment stabilized and the Spanish real estate market, which had been in a state of oversupply, appeared to bottom. This return of confidence was demonstrated by a sharp rally in the European peripheral markets of Spain, Italy and Greece, which had previously been severely depressed.

During the four-month period, stock selection contributed to the Fund’s returns, while sector allocation was modestly negative for results.

As investors gained confidence in the recovery, the best-performing sectors were those underpinned by the economic background, including the consumer discretionary, materials, telecom services and financials sectors.

The stocks that contributed most to performance were Facebook, Inc., which is a U.S. social media company that saw its investors gain confidence in the company’s mobile advertising strategy; Carrefour S.A., a French retailer that performed well as the company restructured and benefited from recovery; Apollo Group, Inc., a U.S. education services company that underwent a successful restructuring; and Petrominerales Ltd., an oil exploration company with properties in Latin America that was acquired by Pacific Rubiales Energy Corp.

Subadviser:

UBS Global Asset Management (Americas) Inc.

Portfolio Managers:

Charles Burbeck** and Nick Irish, ASIP

*A four-month reporting period is shown since the Fund has changed its fiscal year end from June 30 to October 31. This abbreviated reporting period provides limited insights.

**Charles Burbeck was added as a portfolio manager to the Fund on October 28, 2013.

The Fund is subject to the risks of investing in equity securities and risks associated with investing in stocks of smaller companies, as well as the risks of investing in foreign securities. Funds that concentrate on specific countries may be subject to greater volatility than that of other mutual funds. The Fund may invest in more aggressive investments such as derivatives (many of which create investment leverage and are highly volatile). Please refer to the summary prospectus for a more detailed explanation of the Fund’s principal risks.

A description of the benchmarks can be found on the Market Index Definitions page at the back of this book.

19

Fund Overview Nationwide Global Equity Fund

Objective

The Fund seeks to maximize total return, consisting of capital appreciation and current income.

Highlights

Ÿ For the period, the Nationwide Global Equity Fund Class A (at NAV) returned 14.43%, outperforming the benchmark by 2.02% and the Lipper peer category by 3.26%

Ÿ Stock selection contributed to returns, while sector allocation was modestly negative for results.

Ÿ As investors gained confidence in the recovery, the best-performing sectors were those underpinned by the economic background, including the consumer discretionary, materials, telecom services and financials sectors.

Asset Allocation†

Common Stocks	99.0%
Mutual Fund	0.9%
Other assets in excess of liabilities	0.1%
	100.0%

Top Industries††

Commercial Banks	10.0%
Oil, Gas & Consumable Fuels	8.3%
Insurance	5.6%
Pharmaceuticals	4.9%
Capital Markets	3.8%
Food Products	3.7%
Internet Software & Services	3.5%
Semiconductors & Semiconductor Equipment	3.1%
Machinery	2.8%
Automobiles	2.7%
Other Industries	51.6%
	100.0%

Top Holdings††

Google, Inc., Class A	2.6%
Thermo Fisher Scientific, Inc.	1.8%
Toyota Motor Corp.	1.8%
Carrefour SA	1.8%
ORIX Corp.	1.6%
BP PLC	1.6%
Morgan Stanley	1.6%
Nestle SA	1.6%
Procter & Gamble Co. (The)	1.6%
China Construction Bank Corp., H Shares	1.5%
Other Holdings	82.5%
	100.0%

Top Countries††

United States	38.4%
Japan	13.2%
United Kingdom	8.9%
Switzerland	5.1%
Canada	4.9%
France	3.7%
Ireland	3.0%
Germany	2.8%
China	2.4%
Hong Kong	2.2%
Other Countries	15.4%
	100.0%

† Percentages indicated are based upon net assets as of October 31, 2013.

†† Percentages indicated are based upon total investments as of October 31, 2013.

20

Fund Performance Nationwide Global Equity Fund

Average Annual Total Return

(For periods ended October 31, 2013)		Period Ended October 31, 2013*		1 Yr.			5 Yr.		10 Yr.
Class A1	w/o SC2		14.43%		27.19%			14.34%		6.73%
	w/ SC3		7.85%		20.16%			13.07%		6.13%
Class C1	w/o SC2		14.10%		26.37%			13.52%		5.95%
	w/ SC4		13.10%		25.37%			13.52%		5.95%
Institutional Service Class5			14.50%		27.50%	6,7		–		–
Institutional Class1,5,8			14.49%		27.58%			14.71%		7.04%

*For the period from June 30, 2013 through October 31, 2013. Not annualized.

Expense Ratios

	Gross Ratio*	Expense Ratio*
Class A	1.53%	1.22%
Class C	2.26%	1.95%
Institutional Service	1.31%	1.00%
Institutional Class	1.26%	0.95%

*Current effective prospectus dated October 28, 2013. The difference between gross and net operating expenses reflects contractual waivers in place through February 28, 2015. Please see the Fund’s most recent prospectus for details.

All figures showing the effect of a sales charge (SC) reflect the maximum charge possible, because it has the most significant effect on performance data.

¹  Total returns prior to the Fund’s inception on November 19, 2012 are based on the performance of the Fund’s predecessor fund.

²  These returns do not reflect the effects of SCs.

³  A 5.75% front-end sales charge was deducted.

⁴  A 1.00% contingent deferred sales charge was deducted from the one year return because it is charged when you sell Class C shares within the first year after purchase.

⁵  Not subject to any SCs.

⁶  Since inception date of November 21, 2012.

⁷  Not annualized.

⁸  Effective November 19, 2012, Class Y Shares were renamed Institutional Class Shares.

21

Fund Performance (con’t.) Nationwide Global Equity Fund

Performance of a $10,000 Investment

Investment return and principal value will fluctuate, and when redeemed, shares may be worth more or less than original cost. Past performance is no guarantee of future results and does not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares. Investing in mutual funds involves market risk, including loss of principal. Performance returns assume the reinvestment of all distributions. The initial $10,000 investment has been reduced by the maximum sales charge imposed on the purchase of shares.

Comparative performance of $10,000 invested in Class A shares of the Nationwide Fund versus the MSCI World Index, and the Consumer Price Index (CPI) over the 10-year period ended 10/31/13. Unlike the Fund, the returns for these unmanaged indexes do not reflect any fees, expense, or sales charges. Investors cannot invest directly in market indexes. A description of the benchmarks can be found on the Market Index Definitions page at the back of this book.

22

Shareholder Expense Example Nationwide Global Equity Fund

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, including sales charges (loads) paid on purchase payments and redemption fees; and (2) ongoing costs, including investment advisory fees, administration fees, distribution fees and other Fund expenses. The examples below are intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds. Per Securities and Exchange Commission (“SEC”) requirements, the examples assume that you had a $1,000 investment in the Class at the beginning of the reporting period (May 1, 2013) and continued to hold your shares at the end of the reporting period (October 31, 2013).

Actual Expenses

For each Class of the Fund in the table below, the first line provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid from May 1, 2013 through October 31, 2013. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line of each Class under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.

Hypothetical Expenses for Comparison Purposes

The second line of each Class in the table below provides information about hypothetical account values and hypothetical expenses based on the Class’ actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Class’ actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period from May 1, 2013 through October 31, 2013. You may use this information to compare the ongoing costs of investing in the Class of the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transaction costs, such as sales charges (loads) or redemption fees. If these transaction costs were included, your costs would have been higher. Therefore, the second line for each Class in the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. The examples also assume all dividends and distributions are reinvested.

Schedule of Shareholder Expenses

Expense Analysis of a $1,000 Investment

Nationwide Global Equity Fund October 31, 2013			Beginning Account Value ($) 05/01/13	Ending Account Value ($) 10/31/13	Expenses Paid During Period ($) 05/01/13 - 10/31/13	Expense Ratio During Period (%) 05/01/13 - 10/31/13
Class A Shares	Actual	a	1,000.00	1,112.90	6.23	1.17
	Hypothetical	a,b	1,000.00	1,019.31	5.96	1.17
Class C Shares	Actual	a	1,000.00	1,108.20	10.36	1.95
	Hypothetical	a,b	1,000.00	1,015.38	9.91	1.95
Institutional Service Class Shares	Actual	a	1,000.00	1,114.30	5.49	1.03
	Hypothetical	a,b	1,000.00	1,020.01	5.24	1.03
Institutional Class Shares	Actual	a	1,000.00	1,114.20	5.06	0.95
	Hypothetical	a,b	1,000.00	1,020.42	4.84	0.95

a Expenses are equal to the Fund’s annualized expense ratio multiplied by the average account value from May 1, 2013 through October 31, 2013 multiplied to reflect one-half year period. The expense ratio presented represents a six-month, annualized ratio in accordance with Securities and Exchange Commission guidelines.

b Represents the hypothetical 5% return before expenses.

23

Statement of Investments

October 31, 2013

Nationwide Global Equity Fund

Common Stocks 99.0%
	Shares		Market Value
AUSTRIA 0.6%
Real Estate Management & Development 0.6%
Immofinanz AG*		121,044	$	530,123
BRAZIL 1.9%
Information Technology Services 0.8%
Cielo SA		22,180		673,261
Insurance 1.1%
BB Seguridade Participacoes SA		90,322		986,599
				1,659,860
CANADA 4.9%
Airlines 1.1%
Westjet Airlines Ltd.		38,500		1,006,949
Oil, Gas & Consumable Fuels 3.8%
Canadian Oil Sands Ltd.		28,500		555,431
Gran Tierra Energy, Inc.*		88,000		663,387
Lightstream Resources Ltd.		54,202		348,298
Petrobank Energy & Resources Ltd.*		54,400		19,305
Petrominerales Ltd.		40,500		465,732
ShaMaran Petroleum Corp.*		881,000		363,334
Suncor Energy, Inc.		25,000		908,501
				3,323,988
				4,330,937
CHINA 2.4%
Commercial Banks 1.6%
China Construction Bank Corp., H Shares		1,766,450		1,374,346
Electronic Equipment, Instruments & Components 0.8%
Hollysys Automation Technologies Ltd.*		43,300		726,141
				2,100,487
FRANCE 3.7%
Automobiles 0.8%
Peugeot SA*		55,547		730,720
Electrical Equipment 1.1%
Schneider Electric SA		11,664		981,500
Food & Staples Retailing 1.8%
Carrefour SA		44,232		1,614,581
				3,326,801
GERMANY 2.8%
Multi-Utilities 0.7%
E.ON SE		32,457		591,643
Pharmaceuticals 1.3%
Bayer AG REG		9,606		1,191,646
Semiconductors & Semiconductor Equipment 0.8%
Infineon Technologies AG		72,463		701,032
				2,484,321

Common Stocks (continued)
	Shares		Market Value
HONG KONG 2.2%
Insurance 1.4%
AIA Group Ltd.		250,855	$	1,273,800
Wireless Telecommunication Services 0.8%
China Mobile Ltd.		64,500		670,261
				1,944,061
INDONESIA 0.7%
Commercial Banks 0.7%
Bank Rakyat Indonesia Persero Tbk PT		874,600		613,818
IRELAND 3.0%
Health Care Equipment & Supplies 0.9%
Covidien PLC		12,004		769,576
Information Technology Services 0.8%
Accenture PLC, Class A		9,900		727,650
Machinery 1.3%
Ingersoll-Rand PLC		17,400		1,175,022
				2,672,248
ISRAEL 0.7%
Software 0.7%
Check Point Software Technologies Ltd.*		10,900		632,418
ITALY 0.7%
Commercial Banks 0.7%
Intesa Sanpaolo SpA		254,383		631,092
JAPAN 13.1%
Airlines 1.0%
Japan Airlines Co., Ltd.		15,900		929,392
Automobiles 1.9%
Toyota Motor Corp.		25,200		1,633,923
Commercial Banks 1.2%
Mitsubishi UFJ Financial Group, Inc.		171,300		1,090,884
Diversified Consumer Services 0.7%
Benesse Holdings, Inc.		16,700		622,441
Diversified Financial Services 1.6%
ORIX Corp.		83,900		1,453,240
Household Durables 1.1%
Panasonic Corp.		99,200		1,016,736
Leisure Equipment & Products 0.9%
Sankyo Co., Ltd.		16,000		760,943
Machinery 0.9%
THK Co., Ltd.		35,000		763,994
Personal Products 1.3%
Shiseido Co., Ltd.		70,400		1,204,333
Pharmaceuticals 0.7%
Astellas Pharma, Inc.		11,900		663,382

24

Statement of Investments (Continued)

October 31, 2013

Nationwide Global Equity Fund (Continued)

Common Stocks (continued)
	Shares		Market Value
JAPAN (continued)
Real Estate Management & Development 0.7%
Sumitomo Realty & Development Co., Ltd.		13,000	$	615,114
Trading Companies & Distributors 1.1%
ITOCHU Corp.		81,700		982,373
				11,736,755
NETHERLANDS 2.0%
Beverages 1.0%
Heineken NV		13,423		924,942
Chemicals 1.0%
Koninklijke DSM NV		11,737		887,230
				1,812,172
NORWAY 1.2%
Diversified Telecommunication Services 1.2%
Telenor ASA		45,302		1,088,499
RUSSIA 0.7%
Commercial Banks 0.7%
Sberbank of Russia		195,843		628,041
SOUTH AFRICA 1.4%
Media 1.4%
Naspers Ltd., Class N		13,567		1,269,923
SOUTH KOREA 1.3%
Semiconductors & Semiconductor Equipment 1.3%
Samsung Electronics Co., Ltd.		827		1,140,482
SPAIN 2.1%
Commercial Banks 1.0%
Banco Santander SA		97,743		866,518
Construction & Engineering 1.1%
Obrascon Huarte Lain SA		24,851		1,040,871
				1,907,389
SWEDEN 0.5%
Oil, Gas & Consumable Fuels 0.5%
Lundin Petroleum AB*		23,246		479,059
SWITZERLAND 5.1%
Capital Markets 1.1%
Credit Suisse Group AG REG*		32,243		1,003,014
Food Products 1.7%
Nestle SA REG		19,250		1,389,541
Metals & Mining 1.0%
Glencore Xstrata PLC*		170,217		926,359
Pharmaceuticals 1.3%
Novartis AG REG		15,360		1,192,283
				4,511,197

Common Stocks (continued)
	Shares		Market Value
TAIWAN 0.9%
Computers & Peripherals 0.9%
Catcher Technology Co., Ltd., GDR Reg. S		27,000	$	785,689
THAILAND 0.7%
Commercial Banks 0.7%
Kasikornbank PCL		98,300		614,557
UNITED KINGDOM 8.9%
Beverages 0.8%
SABMiller PLC		13,362		696,706
Capital Markets 1.1%
Aberdeen Asset Management PLC		143,847		1,020,858
Food Products 0.7%
Associated British Foods PLC		17,879		649,991
Insurance 0.7%
Direct Line Insurance Group PLC		174,537		629,668
Metals & Mining 1.0%
Rio Tinto PLC		17,459		883,429
Oil, Gas & Consumable Fuels 1.7%
BP PLC		184,094		1,429,050
Real Estate Investment Trusts (REITs) 0.8%
Big Yellow Group PLC		100,035		749,221
Textiles, Apparel & Luxury Goods 0.8%
Burberry Group PLC		30,375		746,421
Tobacco 1.3%
Imperial Tobacco Group PLC		31,267		1,167,321
				7,972,665
UNITED STATES 37.5%
Biotechnology 1.0%
Celgene Corp.*		5,800		861,242
Building Products 1.0%
Owens Corning, Inc.*		25,600		919,808
Capital Markets 1.6%
Morgan Stanley		48,400		1,390,532
Chemicals 1.5%
LyondellBasell Industries NV, Class A		17,825		1,329,745
Commercial Banks 3.4%
BankUnited, Inc.		24,100		741,557
PNC Financial Services Group, Inc. (The)		13,200		970,596
Wells Fargo & Co.		30,700		1,310,583
				3,022,736
Commercial Services & Supplies 1.3%
Herman Miller, Inc.		38,600		1,171,124
Containers & Packaging 1.0%
Rock Tenn Co., Class A		8,300		888,183
Diversified Consumer Services 1.1%
Apollo Group, Inc., Class A*		36,600		976,854

25

Statement of Investments (Continued)

October 31, 2013

Nationwide Global Equity Fund (Continued)

Common Stocks (continued)
	Shares		Market Value
UNITED STATES (continued)
Food Products 1.3%
Hormel Foods Corp.		26,600	$	1,156,036
Health Care Equipment & Supplies 1.3%
St. Jude Medical, Inc.		20,500		1,176,495
Health Care Providers & Services 1.5%
UnitedHealth Group, Inc.		20,000		1,365,200
Hotels, Restaurants & Leisure 1.2%
Royal Caribbean Cruises Ltd.		24,700		1,038,388
Household Durables 1.1%
Whirlpool Corp.		6,500		949,065
Household Products 2.5%
Colgate-Palmolive Co.		13,800		893,274
Procter & Gamble Co. (The)		17,100		1,380,825
				2,274,099
Insurance 2.4%
Principal Financial Group, Inc.		23,500		1,115,310
Prudential Financial, Inc.		12,100		984,819
				2,100,129
Internet Software & Services 3.6%
Facebook, Inc., Class A*		18,391		924,332
Google, Inc., Class A*		2,240		2,308,500
				3,232,832
Life Sciences Tools & Services 1.8%
Thermo Fisher Scientific, Inc.		16,800		1,642,704
Machinery 0.6%
Timken Co.		9,400		496,414
Media 1.1%
Viacom, Inc., Class B		12,200		1,016,138
Multi-Utilities 0.8%
MDU Resources Group, Inc.		24,100		717,698
Oil, Gas & Consumable Fuels 2.3%
Hess Corp.		12,800		1,039,360
Occidental Petroleum Corp.		10,500		1,008,840
				2,048,200
Pharmaceuticals 1.4%
AbbVie, Inc.		26,600		1,288,770
Semiconductors & Semiconductor Equipment 1.0%
Micron Technology, Inc.*		49,400		873,392
Software 0.8%
Symantec Corp.		30,900		702,666
Specialty Retail 0.9%
Lowe's Cos., Inc.		16,300		811,414
				33,449,864
Total Common Stocks (cost $70,481,773)				88,322,458

Mutual Fund 0.9%
	Shares		Market Value
Money Market Fund 0.9%
Fidelity Institutional Money Market Fund — Institutional Class, 0.08% (a)		840,516	$	840,516
Total Mutual Fund (cost $840,516)				840,516
Total Investments (cost $71,322,289) (b) — 99.9%				89,162,974
Other assets in excess of liabilities — 0.1%				98,345
NET ASSETS — 100.0%			$	89,261,319

* Denotes a non-income producing security.

(a) Represents 7-day effective yield as of October 31, 2013.

(b) See notes to financial statements for tax unrealized appreciation/(depreciation) of securities.

AB Stock Company

AG Stock Corporation

ASA Stock Corporation

GDR Global Depositary Receipt

Ltd. Limited

NV Public Traded Company

PCL Public Company Limited

PLC Public Limited Company

REG Registered Shares

Reg. S Regulation S

REIT Real Estate Investment Trust

SA Stock Company

SE European Public Limited Liability Company

SpA Limited Share Company

Tbk PT State Owned Company

26

Statement of Investments (Continued)

October 31, 2013

Nationwide Global Equity Fund (Continued)

At October 31, 2013, the Fund’s open forward foreign currency contracts against the United States Dollar were as follows (Note 2):

Currency	Counterparty	Delivery Date		Currency Delivered			Contract Value			Market Value			Unrealized Appreciation/ (Depreciation)
Short Contracts:
Australian Dollar	Morgan Stanley Co., Inc.		11/20/13		(940,000	)	$	(884,069	)	$	(887,480	)	$	(3,411	)
Brazilian Real	Credit Suisse International		11/20/13		(2,770,000	)		(1,178,924	)		(1,231,660	)		(52,736	)
British Pound	Credit Suisse International		11/20/13		(1,875,000	)		(2,898,866	)		(3,006,011	)		(107,145	)
British Pound	Credit Suisse International		11/20/13		(230,000	)		(356,763	)		(368,737	)		(11,974	)
Canadian Dollar	Credit Suisse International		11/20/13		(3,320,000	)		(3,205,026	)		(3,182,864	)		22,162
Chinese Yuan	Credit Suisse International		11/20/13		(12,045,000	)		(1,944,467	)		(1,974,779	)		(30,312	)
Euro	Credit Suisse International		11/20/13		(375,000	)		(501,404	)		(509,176	)		(7,772	)
Euro	Goldman Sachs International		11/20/13		(460,000	)		(627,957	)		(624,590	)		3,367
Euro	Morgan Stanley Co., Inc.		11/20/13		(195,000	)		(261,990	)		(264,772	)		(2,782	)
Hong Kong Dollar	Credit Suisse International		11/20/13		(1,795,000	)		(231,521	)		(231,533	)		(12	)
Indonesian Rupiah	Credit Suisse International		11/20/13		(7,211,300,001	)		(675,848	)		(637,955	)		37,893
Israeli New Shekel	Credit Suisse International		11/20/13		(1,865,000	)		(523,538	)		(528,729	)		(5,191	)
Japanese Yen	Credit Suisse International		11/20/13		(98,100,000	)		(1,002,312	)		(997,737	)		4,575
Japanese Yen	Goldman Sachs International		11/20/13		(43,500,000	)		(446,990	)		(442,422	)		4,568
Japanese Yen	Credit Suisse International		11/20/13		(35,200,000	)		(358,808	)		(358,005	)		803
Japanese Yen	Goldman Sachs International		11/20/13		(42,700,000	)		(435,958	)		(434,286	)		1,672
Korean Won	Credit Suisse International		11/20/13		(914,000,000	)		(814,835	)		(860,585	)		(45,750	)
South African Rand	Credit Suisse International		11/20/13		(4,030,000	)		(401,978	)		(400,515	)		1,463
South African Rand	Credit Suisse International		11/20/13		(8,370,000	)		(828,422	)		(831,839	)		(3,417	)
Swedish Krona	Credit Suisse International		11/20/13		(2,650,000	)		(404,143	)		(408,784	)		(4,641	)
Swiss Franc	Credit Suisse International		11/20/13		(2,160,000	)		(2,316,801	)		(2,380,867	)		(64,066	)
Taiwan Dollar	Credit Suisse International		11/20/13		(19,200,000	)		(650,847	)		(653,763	)		(2,916	)
Taiwan Dollar	Credit Suisse International		11/20/13		(20,200,000	)		(675,585	)		(687,814	)		(12,229	)
Thailand Baht	Credit Suisse International		11/20/13		(16,380,000	)		(521,158	)		(525,715	)		(4,557	)
Total Short Contracts							$	(22,148,210	)	$	(22,430,618	)	$	(282,408	)
Currency	Counterparty	Delivery Date		Currency Received			Contract Value			Market Value			Unrealized Appreciation/ (Depreciation)
Long Contracts:
Australian Dollar	Credit Suisse International		11/20/13		585,000		$	529,469		$	552,315		$	22,846
Australian Dollar	Credit Suisse International		11/20/13		650,000			627,299			613,683			(13,616	)
British Pound	Credit Suisse International		11/20/13		455,000			733,846			729,459			(4,387	)
British Pound	Morgan Stanley Co., Inc.		11/20/13		510,000			814,822			817,635			2,813
British Pound	Credit Suisse International		11/20/13		235,000			380,683			376,753			(3,930	)
Danish Krone	Credit Suisse International		11/20/13		2,240,000			398,401			407,827			9,426
Euro	Credit Suisse International		11/20/13		1,835,000			2,432,672			2,491,569			58,897
Euro	Goldman Sachs International		11/20/13		355,000			481,471			482,020			549
Euro	Goldman Sachs International		11/20/13		195,000			265,078			264,772			(306	)
Indonesian Rupiah	Credit Suisse International		11/20/13		1,603,500,000			136,468			141,855			5,387
Japanese Yen	Goldman Sachs International		11/20/13		47,300,000			487,495			481,070			(6,425	)
Mexican Peso	Credit Suisse International		11/20/13		10,770,000			836,460			824,356			(12,104	)
Norwegian Krone	Credit Suisse International		11/20/13		660,000			111,647			110,802			(845	)
Philippine Peso	Credit Suisse International		11/20/13		33,550,000			765,982			776,745			10,763
Singapore Dollar	Credit Suisse International		11/20/13		780,000			616,093			627,926			11,833
Swiss Franc	Goldman Sachs International		11/20/13		285,000			311,903			314,142			2,239
Taiwan Dollar	Credit Suisse International		11/20/13		20,200,000			676,717			687,814			11,097
Thailand Baht	Credit Suisse International		11/20/13		2,970,000			91,537			95,322			3,785
Total Long Contracts							$	10,698,043		$	10,796,065		$	98,022

27

Statement of Investments (Continued)

October 31, 2013

Nationwide Global Equity Fund (Continued)

At October 31, 2013, the Fund's open forward foreign cross currency contracts were as follows (Note 2):

Counterparty	Delivery Date		Currency Received				Currency Delivered		Contract Value		Market Value		Unrealized Appreciation/ (Depreciation)
Credit Suisse International	11/20/13	645,000		Euro	(789,806	)		Swiss Franc	$	870,567	$	875,783	$	5,216

The accompanying notes are an integral part of these financial statements.

28

Statement of Assets and Liabilities

October 31, 2013

	Nationwide Global Equity Fund
Assets:
Investments, at value (cost $71,322,289)	$	89,162,974
Cash		603
Foreign currencies, at value (cost $109,272)		109,221
Dividends receivable		140,003
Receivable for capital shares issued		33,498
Reclaims receivable		85,410
Unrealized appreciation on forward foreign currency contracts (Note 2)		221,354
Prepaid expenses		45,531
Total Assets		89,798,594
Liabilities:
Payable for capital shares redeemed		10,855
Unrealized depreciation on forward foreign currency contracts (Note 2)		400,524
Accrued expenses and other payables:
Investment advisory fees		24,276
Fund administration fees		18,397
Distribution fees		25,775
Administrative servicing fees		6,307
Accounting and transfer agent fees		34,483
Trustee fees		230
Custodian fees		920
Compliance program costs (Note 3)		69
Professional fees		11,483
Printing fees		3,912
Other		44
Total Liabilities		537,275
Net Assets	$	89,261,319
Represented by:
Capital	$	93,714,809
Accumulated undistributed net investment income		1,546,890
Accumulated net realized losses from investment, forward and foreign currency transactions		(23,666,686	)
Net unrealized appreciation/(depreciation) from investments		17,840,685
Net unrealized appreciation/(depreciation) from forward foreign currency contracts (Note 2)		(179,170	)
Net unrealized appreciation/(depreciation) from translation of assets and liabilities denominated in foreign currencies		4,791
Net Assets	$	89,261,319
Net Assets:
Class A Shares	$	53,641,815
Class C Shares		17,153,292
Institutional Service Class Shares		18,002
Institutional Class Shares		18,448,210
Total	$	89,261,319

29

Statement of Assets and Liabilities (Continued)

October 31, 2013

	Nationwide Global Equity Fund
Shares Outstanding (unlimited number of shares authorized):
Class A Shares		3,487,380
Class C Shares		1,170,486
Institutional Service Class Shares		1,140
Institutional Class Shares		1,167,434
Total		5,826,440
Net asset value and redemption price per share (Net assets by class divided by shares outstanding by class, respectively):
Class A Shares (a)	$	15.38
Class C Shares (b)	$	14.65
Institutional Service Class Shares	$	15.79
Institutional Class Shares	$	15.80
Maximum offering price per share (100%/(100%-maximum sales charge) of net asset value adjusted to the nearest cent):
Class A Shares	$	16.32
Maximum Sales Charge:
Class A Shares		5.75	%

(a) For Class A Shares, the redemption price per share is reduced by 1.00% on sales of shares of original purchases of  $1,000,000 or more or that were not subject to a front-end sales charge made within 18 months of the purchase date.

(b) For Class C Shares, the redemption price per share is reduced by 1.00% for shares held less than one year.

The accompanying notes are an integral part of these financial statements.

30

Statements of Operations

	Nationwide Global Equity Fund
	Period Ended October 31, 2013 (a)			Year Ended June 30, 2013
INVESTMENT INCOME:
Dividend income	$	598,687		$	2,166,447
Income from securities lending (Note 2)		–			10,709
Foreign tax withholding		(16,462	)		(198,342	)
Total Income		582,225			1,978,814
EXPENSES:
Investment advisory fees		218,922			639,111
Fund administration fees		57,130			138,211
Distribution fees Class A		44,460			129,357
Distribution fees Class C		55,993			120,492
Administrative servicing fees Class A		9,559			5,030
Administrative servicing fees Institutional Service Class		4			5	(b)
Registration and filing fees		8,896			50,936
Professional fees		28,796			89,329
Printing fees		18,843			38,069
Trustee fees		889			10,944
Custodian fees		3,928			29,019
Accounting and transfer agent fees		61,008			144,509
Compliance program costs (Note 3)		155			215
Other		641			9,940
Total expenses before earnings credit and expenses reimbursed		509,224			1,405,167
Earnings credit (Note 5)		–			(19	)
Expenses reimbursed by adviser (Note 3)		(121,797	)		(240,312	)
Net Expenses		387,427			1,164,836
NET INVESTMENT INCOME		194,798			813,978
REALIZED/UNREALIZED GAINS (LOSSES) FROM INVESTMENTS:
Net realized gains from investment transactions		2,966,000			3,043,386
Net realized gains from forward and foreign currency transactions (Note 2)		3,424			732,528
Net realized gains from investment, forward and foreign currency transactions		2,969,424			3,775,914
Net change in unrealized appreciation/(depreciation) from investments		8,643,155			9,814,269
Net change in unrealized appreciation/(depreciation) from forward foreign currency contracts (Note 2)		(195,364	)		(65,086	)
Net change in unrealized appreciation/(depreciation) from translation of assets and liabilities denominated in foreign currencies		5,066			(35,308	)
Net change in unrealized appreciation/(depreciation) from investments, forward foreign currency contracts, and translation of assets and liabilities denominated in foreign currencies		8,452,857			9,713,875
Net realized/unrealized gains from investments, forward and foreign currency transactions, and translation of assets and liabilities denominated in foreign currencies		11,422,281			13,489,789
CHANGE IN NET ASSETS RESULTING FROM OPERATIONS	$	11,617,079		$	14,303,767

Amounts designated as “–” are zero or have been rounded to zero.

(a) For the period from July 1, 2013 through October 31, 2013.

(b) For the period from November 23, 2012 (commencement of operations) through June 30, 2013.

The accompanying notes are an integral part of these financial statements.

31

Statements of Changes in Net Assets

	Nationwide Global Equity Fund
	Period Ended October 31, 2013 (a)			Year Ended June 30, 2013			Year Ended June 30, 2012
Operations:
Net investment income	$	194,798		$	813,978		$	744,985
Net realized gains from investment, forward and foreign currency transactions		2,969,424			3,775,914			74,783
Net change in unrealized appreciation/(depreciation) from investments, forward foreign currency contracts, and translation of assets and liabilities denominated in foreign currencies		8,452,857			9,713,875			(9,383,464	)
Change in net assets resulting from operations		11,617,079			14,303,767			(8,563,696	)
Distributions to Shareholders From:
Net investment income:
Class A		–			(1,581,927	)		(53,767	)
Class B (b)		–			–			–
Class C		–			(393,807	)		–
Institutional Service Class		–			–	(c)		–
Institutional Class		–			(602,314	)		(102,576	)
Change in net assets from shareholder distributions		–			(2,578,048	)		(156,343	)
Change in net assets from capital transactions		(7,709,816	)		(14,133,643	)		(15,381,872	)
Change in net assets		3,907,263			(2,407,924	)		(24,101,911	)
Net Assets:
Beginning of period		85,354,056			87,761,980			111,863,891
End of period	$	89,261,319		$	85,354,056		$	87,761,980
Accumulated undistributed net investment income at end of period	$	1,546,890		$	1,261,113		$	2,327,148
CAPITAL TRANSACTIONS:
Class A Shares
Proceeds from shares issued	$	440,414		$	1,647,375		$	1,218,284
Proceeds from shares issued from class conversion		–			–			104,549
Dividends reinvested		–			1,377,187			47,824
Cost of shares redeemed		(4,601,651	)		(11,514,649	)		(11,351,274	)
Total Class A Shares		(4,161,237	)		(8,490,087	)		(9,980,617	)
Class B Shares (b)
Proceeds from shares issued		–			–			–
Proceeds from shares issued from class conversion		–			–			(104,549	)
Dividends reinvested		–			–			–
Cost of shares redeemed		–			–			(490,312	)
Total Class B Shares		–			–			(594,861	)
Class C Shares
Proceeds from shares issued		50,604			54,646			288,598
Dividends reinvested		–			338,494			–
Cost of shares redeemed		(862,887	)		(2,980,619	)		(3,389,757	)
Total Class C Shares		(812,283	)		(2,587,479	)		(3,101,159	)

(a) For the period from July 1, 2013 through October 31, 2013.

(b) Effective March 1, 2012, Class B Shares were converted to Class A Shares.

(c) For the period from November 23, 2012 (commencement of operations) through June 30, 2013.

32

Statements of Changes in Net Assets (Continued)

	Nationwide Global Equity Fund
	Period Ended October 31, 2013 (a)			Year Ended June 30, 2013			Year Ended June 30, 2012
CAPITAL TRANSACTIONS: (continued)
Institutional Service Class Shares
Proceeds from shares issued	$	–		$	14,400	(c)	$	–
Dividends reinvested		–			–	(c)		–
Cost of shares redeemed		–			–	(c)		–
Total Institutional Service Class Shares		–			14,400	(c)		–
Institutional Class Shares
Proceeds from shares issued		575,668			2,594,053			693,702
Dividends reinvested		–			598,460			102,029
Cost of shares redeemed		(3,311,964	)		(6,262,990	)		(2,500,966	)
Total Institutional Class Shares		(2,736,296	)		(3,070,477	)		(1,705,235	)
Change in net assets from capital transactions	$	(7,709,816	)	$	(14,133,643	)	$	(15,381,872	)
SHARE TRANSACTIONS:
Class A Shares
Issued		30,077			122,486			104,403
Issued in class conversion		–			–			8,341
Reinvested		–			116,218			4,482
Redeemed		(315,777	)		(902,064	)		(981,905	)
Total Class A Shares		(285,700	)		(663,360	)		(864,679	)
Class B Shares (b)
Issued		–			–			–
Issued in class conversion		–			–			(8,565	)
Reinvested		–			–			–
Redeemed		–			–			(39,769	)
Total Class B Shares		–			–			(48,334	)
Class C Shares
Issued		3,567			4,604			27,117
Reinvested		–			29,771			–
Redeemed		(62,024	)		(244,236	)		(305,035	)
Total Class C Shares		(58,457	)		(209,861	)		(277,918	)
Institutional Service Class Shares
Issued		–			1,140	(c)		–
Reinvested		–			–	(c)		–
Redeemed		–			–	(c)		–
Total Institutional Service Class Shares		–			1,140	(c)		–
Institutional Class Shares
Issued		36,292			185,079			54,195
Reinvested		–			49,297			9,318
Redeemed		(235,650	)		(498,699	)		(213,684	)
Total Institutional Class Shares		(199,358	)		(264,323	)		(150,171	)
Total change in shares		(543,515	)		(1,136,404	)		(1,341,102	)

Amounts designated as “–” are zero or have been rounded to zero.

(a) For the period from July 1, 2013 through October 31, 2013.

(b) Effective March 1, 2012, Class B Shares were converted to Class A Shares.

(c) For the period from November 23, 2012 (commencement of operations) through June 30, 2013.

The accompanying notes are an integral part of these financial statements.

33

Financial Highlights

Selected data for each share of capital outstanding throughout the periods indicated

Nationwide Global Equity Fund

			Operations									Distributions													Ratios/Supplemental data
	Net Asset Value, Beginning of Period		Net Investment Income (Loss)			Net Realized and Unrealized Gains (Losses) from Investments			Total from Operations			Net Investment Income			Total Distributions			Redemption Fees		Net Asset Value, End of Period		Total Return (a)(b)(c)			Net Assets at End of Period		Ratio of Expenses to Average Net Assets (d)		Ratio of Net Investment Income (Loss) to Average Net Assets (d)			Ratio of Expenses (Prior to Reimbursements) to Average Net Assets (d)(e)		Portfolio Turnover (f)
Class A Shares
Period Ended October 31, 2013 (g)(h)	$	13.44		0.04			1.90			1.94			–			–			–	$	15.38		14.43	%	$	53,641,815		1.25%		0.74	%		1.67%		17.16%
Year Ended June 30, 2013 (g)	$	11.73		0.13			1.97			2.10			(0.39	)		(0.39	)		–	$	13.44		18.34	%	$	50,709,673		1.32%		1.00	%		1.61%		28.88%
Year Ended June 30, 2012 (g)	$	12.67		0.10			(1.03	)		(0.93	)		(0.01	)		(0.01	)		–	$	11.73		(7.32	%)	$	52,035,625		1.50%		0.88	%		1.61%		77.00%
Year Ended June 30, 2011 (g)	$	10.36		0.03			2.61			2.64			(0.33	)		(0.33	)		–	$	12.67		25.52	%	$	67,171,855		1.50%		0.26	%		1.53%		83.00%
Year Ended June 30, 2010 (g)	$	9.46		0.05			1.12			1.17			(0.27	)		(0.27	)		–	$	10.36		12.05	%	$	64,979,350		1.50%		0.47	%		1.55%		83.00%
Year Ended June 30, 2009 (g)	$	13.54		0.10			(3.57	)		(3.47	)		(0.61	)		(0.61	)		–	$	9.46		(24.86	%)	$	72,279,938		1.25%		1.10	%		1.48%		76.00%
Class C Shares
Period Ended October 31, 2013 (g)(h)	$	12.84		–			1.81			1.81			–			–			–	$	14.65		14.10	%	$	17,153,292		1.95%		0.05	%		2.36%		17.16%
Year Ended June 30, 2013 (g)	$	11.18		0.06			1.89			1.95			(0.29	)		(0.29	)		–	$	12.84		17.79	%	$	15,773,769		1.81%		0.51	%		2.11%		28.88%
Year Ended June 30, 2012 (g)	$	12.15		0.01			(0.98	)		(0.97	)		–			–			–	$	11.18		(7.98	%)	$	16,081,624		2.25%		0.12	%		2.40%		77.00%
Year Ended June 30, 2011 (g)	$	9.94		(0.06	)		2.50			2.44			(0.23	)		(0.23	)		–	$	12.15		24.48	%	$	20,863,344		2.25%		(0.49	%)		2.32%		83.00%
Year Ended June 30, 2010 (g)	$	9.13		(0.03	)		1.07			1.04			(0.23	)		(0.23	)		–	$	9.94		11.29	%	$	20,499,132		2.25%		(0.28	%)		2.34%		83.00%
Year Ended June 30, 2009 (g)	$	13.05		0.03			(3.44	)		(3.41	)		(0.51	)		(0.51	)		–	$	9.13		(25.46	%)	$	22,518,693		2.00%		0.34	%		2.30%		76.00%
Institutional Service Class Shares
Period Ended October 31, 2013 (g)(h)	$	13.79		0.05			1.95			2.00			–			–			–	$	15.79		14.50	%	$	18,002		1.03%		0.97	%		1.44%		17.16%
Period Ended June 30, 2013 (g)(i)	$	12.23		0.14			1.42			1.56			–			–			–	$	13.79		12.76	%	$	15,718		1.00%		1.71	%		1.32%		28.88%
Institutional Class Shares
Period Ended October 31, 2013 (g)(h)	$	13.80		0.05			1.95			2.00			–			–			–	$	15.80		14.49	%	$	18,448,210		0.95%		1.04	%		1.38%		17.16%
Year Ended June 30, 2013 (g)	$	12.04		0.16			2.04			2.20			(0.44	)		(0.44	)		–	$	13.80		18.74	%	$	18,854,896		1.07%		1.24	%		1.31%		28.88%
Year Ended June 30, 2012 (g)	$	13.04		0.14			(1.08	)		(0.94	)		(0.06	)		(0.06	)		–	$	12.04		(7.15	%)	$	19,644,731		1.25%		1.15	%		1.25%		77.00%
Year Ended June 30, 2011 (g)	$	10.65		0.08			2.68			2.76			(0.37	)		(0.37	)		–	$	13.04		25.98	%	$	23,230,312		1.15%		0.62	%		1.15%		83.00%
Year Ended June 30, 2010 (g)	$	9.69		0.08			1.16			1.24			(0.28	)		(0.28	)		–	$	10.65		12.51	%	$	25,227,375		1.15%		0.67	%		1.15%		83.00%
Year Ended June 30, 2009 (g)	$	13.84		0.13			(3.63	)		(3.50	)		(0.65	)		(0.65	)		–	$	9.69		(24.52	%)	$	66,646,018		1.00%		1.27	%		1.08%		76.00%

Amounts designated as “–” are zero or have been rounded to zero.

(a) Excludes sales charge.

(b) Not annualized for periods less than one year.

(c) Total returns prior to the Fund's inception on November 19, 2012 are based on the performance of the Fund's predecessor fund.

(d) Annualized for periods less than one year.

(e) During the period, certain fees may have been waived and/or reimbursed. If such waivers/reimbursements had not occurred, the ratios would have been as indicated.

(f) Portfolio turnover is calculated on the basis of the Fund as a whole without distinguishing among the classes of shares.

(g) Per share calculations were performed using average shares method.

(h) For the period from July 1, 2013 through October 31, 2013.

(i) For the period from November 23, 2012 (commencement of operations) through June 30, 2013.

The accompanying notes are an integral part of these financial statements.

34

Fund Commentary Nationwide Growth Fund

For the annual period ended October 31, 2013, the Nationwide Growth Fund (Institutional Class) returned 25.23% versus 28.30% for its benchmark, the Russell 1000® Growth Index. For broader comparison, the median return for the Fund’s closest Lipper peer category of Large-Cap Growth Funds (consisting of 691 funds as of October 31, 2013) was 28.73% for the same time period.

For the 12-month period ended October 31, 2013, the results of the Nationwide Growth Fund, which focuses on investing in companies with above-average earnings growth, trailed the results of the benchmark, the Russell 1000 Growth Index. On an absolute basis all of the Global Industry Classification Standard (GICS) economic sectors in which the Fund was invested generated positive results during the period, led by the health-care and energy sectors. On a relative basis, the information technology and consumer discretionary sectors detracted from performance. Weakness in these areas was partially offset by the outperformance in the defensive consumer staples and energy sectors.

In the information technology sector, the Fund’s holdings in Aruba Networks and Apple were among the largest detractors to performance. In the case of Aruba Networks, a provider of network equipment for wired, wireless, and mobile-device networks, its shares plummeted during the period as a result of disappointing earnings. Aruba announced a decline in revenue across the enterprise, a result of reduced spending by Asian service providers and increased competition from Cisco. We elected to sell the security as it appeared vulnerable to global IT-spending fluctuations. Apple was a detractor from relative performance for the period. It is a core holding for the Fund which we have owned for a number of years. Early in the period, weakness in our opinion was driven by investor fears of low demand for the iPhone 5 in the U.S. and China, increased competition from Samsung in the smartphone market, and concerns of margin erosion from offering lower-priced products. The stock did rebound from its depressed levels on the successful rollout of the iPhone 5C smartphone, demonstrating the

continued demand for Apple’s products. We believe there is further upside to Apple as its share price today does not fairly value its market leadership position in the mobile and tablet markets.

Underperformance in the consumer discretionary sector was due largely to poor relative results posted by Lennar Corporation and GNC Holdings. Despite reporting solid earnings during the period, homebuilder Lennar Corporation experienced a pullback on fears that higher mortgage rates would slow down the housing market and its recovery. We continue to believe that the company’s long-term earnings growth story remains intact and that it will benefit from the shortage of new single-family and multi-family homes during the past five years. Shares in GNC, a retailer of health and wellness products, traded lower during the period albeit reporting strong earnings, as both its revenue and earnings exceeded estimates. The company did, however, indicate a slight deceleration in same-store sales. We elected to sell the Fund’s position in the security to consolidate names within the Fund.

The consumer staples sector was an area of strength for the Fund. Two bright spots in the sector posting strong absolute returns were Costco Wholesale Corporation and Whole Foods Market. Costco operates membership warehouses that offer its members low prices on a limited selection of branded and selected private-label products in a range of merchandise categories. During the period, the company benefited from strong sales trends related to Superstorm Sandy as customers re-stocked food and bought batteries, generators and cleaning supplies, and a solid holiday shopping season. Even though consumer spending trends have been volatile, the company has shown its ability to increase store traffic and drive sales in the U.S. and internationally. Upscale food retailer Whole Foods Market continues to be a direct beneficiary of the strong trends within the natural and organic food industry. The company intends to triple its current store count and open over 1,000 locations in the U.S. next year, in addition to ramping up its international expansion with a foothold in Canada and the U.K.

35

Fund Commentary (con’t.) Nationwide Growth Fund

In the energy sector outperformance versus the benchmark was largely due to the strong results provided by Cabot Oil & Gas and Concho Resources. Cabot Oil & Gas is an oil and gas company that explores, develops, and markets natural gas and crude oil. The company has benefited from its extensive properties throughout the Marcellus and Eagle Ford shales, massive natural-gas deposits that should prove fruitful for the foreseeable future. Concho Resources is an oil and natural gas company engaged in the acquisition, development, and exploration of energy-rich properties. The company achieved 20% growth last year and raised its 2013 production guidance. We believe that Concho Resources will meet or exceed its growth targets for 2013.

As we see it, the market can continue to rise supported by synchronized global expansion. In the U.S., a supportive financial market environment and the turnaround in the housing industry have improved consumer wealth, and we believe this will lead to further strength for the consumer as we move into the holiday season and beyond. A more stable Europe, an improving China, and continued growth in emerging markets should also be supportive of future equity prices in our view. With an improving economic backdrop globally, we expect equities to be an attractive area of investment supported by robust earnings growth, continued money flows and accommodative valuations.

Subadviser:

Turner Investments, L.P.

Portfolio Manager:

Christopher Baggini, CFA

The Fund is subject to the risks of investing in equity securities. Growth funds may underperform other funds that use different investing styles. High double-digit returns are unusual and cannot be sustained. Please refer to the summary prospectus for a more detailed explanation of the Fund’s principal risks.

A description of the benchmarks can be found on the Market Index Definitions page at the back of this book.

36

Fund Overview Nationwide Growth Fund

Objective

The Fund seeks long-term capital growth.

Highlights

Ÿ The Nationwide Growth Fund Institutional Class returned 25.23% for the annual period, underperforming the Index by 3.07% and underperforming the Lipper peer category median by 3.50%.

Ÿ Consumer staples and energy were the sectors that added the most to Fund performance relative to the benchmark.

Ÿ On a relative basis, the information technology and consumer discretionary sectors were the worst-performing sectors.

Asset Allocation†

Common Stocks	99.0%
Repurchase Agreement	1.7%
Mutual Fund	1.0%
Liabilities in excess of other assets	(1.7)%
	100.0%

Top Industries††

Internet Software & Services	9.2%
Computers & Peripherals	6.9%
Hotels, Restaurants & Leisure	6.1%
Biotechnology	5.0%
Software	4.5%
Aerospace & Defense	4.5%
Electrical Equipment	4.3%
Internet & Catalog Retail	3.9%
Diversified Financial Services	3.5%
Pharmaceuticals	3.4%
Other Industries*	48.7%
	100.0%

Top Holdings††

Apple, Inc.	5.4%
Google, Inc., Class A	4.4%
Facebook, Inc., Class A	2.8%
Gilead Sciences, Inc.	2.6%
Visa, Inc., Class A	2.3%
Salesforce.com, Inc.	2.3%
McKesson Corp.	2.1%
IntercontinentalExchange, Inc.	2.0%
Las Vegas Sands Corp.	1.9%
Biogen Idec, Inc.	1.9%
Other Holdings*	72.3%
	100.0%

† Percentages indicated are based upon net assets as of October 31, 2013.

†† Percentages indicated are based upon total investments as of October 31, 2013.

* For purposes of listing top industries and top holdings, the repurchase agreement is included as part of Other.

37

Fund Performance Nationwide Growth Fund

Average Annual Total Return

(For periods ended October 31, 2013)		1 Yr.		5 Yr.			10 Yr.
Class A	w/o SC1		24.89%		15.68%			7.19%
	w/ SC2		17.66%		14.31%			6.56%
Class B	w/o SC1		24.00%		14.87%			6.44%
	w/ SC3		19.00%		14.64%			6.44%
Class C	w/o SC1		24.00%		14.87%			6.45%
	w/ SC4		23.00%		14.87%			6.45%
Class R25,6			24.61%		15.36%			6.93%
Institutional Service Class5			24.92%		15.95%			7.48%
Institutional Class7	w/o SC1		25.23%		16.01%			7.51%
	w/ SC		25.23%		14.93%	8		7.02%	8

Expense Ratios

	Gross Expense Ratio*	Net Expense Ratio*
Class A	1.27%		0.83%
Class B	1.99%		1.55%
Class C	1.99%		1.55%
Class R2	1.51%		1.07%
Institutional Class	0.99%		0.55%
Institutional Service Class	1.24%		0.80%

*Current effective prospectus dated March 1, 2013. The difference between gross and net operating expenses reflects contractual waivers in place through February 28, 2014, in addition to a management fee waiver in place through the same period. Please see the Fund’s most recent prospectus for details.

All figures showing the effect of a sales charge (SC) reflect the maximum charge possible, because it has the most significant effect on performance data.

¹  These returns do not reflect the effects of SCs.

²  A 5.75% front-end sales charge was deducted.

³  A 5.00% maximum contingent deferred sales charge (CDSC) was deducted. The CDSC declines to 0% after 6 years and is not deducted from returns after 6 years.

⁴  A 1.00% CDSC was deducted from the one year return because it is charged when you sell Class C shares within the first year after purchase.

⁵  Not subject to any SCs.

⁶  Effective February 28, 2009, Class R Shares were renamed Class R2 Shares.

⁷  Effective August 1, 2012, Class D Shares were renamed Institutional Class Shares.

⁸  A 4.50% front-end sales charge was deducted on Class D.

38

Fund Performance (con’t.) Nationwide Growth Fund

Performance of a $10,000 Investment

Investment return and principal value will fluctuate, and when redeemed, shares may be worth more or less than original cost. Past performance is no guarantee of future results and does not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares. Investing in mutual funds involves market risk, including loss of principal. Performance returns assume the reinvestment of all distributions. The initial $10,000 investment has been reduced by the maximum sales charge imposed on the purchase of shares.

Comparative performance of $10,000 invested in Institutional Class shares of the Nationwide Growth Fund versus the Russell 1000® Growth Index, and the Consumer Price Index (CPI) over the 10-year period ended 10/31/13. Unlike the Fund, the returns for these unmanaged indexes do not reflect any fees, expenses, or sales charges. Investors cannot invest directly in market indexes. A description of the benchmarks can be found on the Market Index Definitions page at the back of this book.

39

Shareholder Expense Example Nationwide Growth Fund

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, including sales charges (loads) paid on purchase payments and redemption fees; and (2) ongoing costs, including investment advisory fees, administration fees, distribution fees and other Fund expenses. The examples below are intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds. Per Securities and Exchange Commission (“SEC”) requirements, the examples assume that you had a $1,000 investment in the Class at the beginning of the reporting period (May 1, 2013) and continued to hold your shares at the end of the reporting period (October 31, 2013).

Actual Expenses

For each Class of the Fund in the table below, the first line provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid from May 1, 2013 through October 31, 2013. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line of each Class under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.

Hypothetical Expenses for Comparison Purposes

The second line of each Class in the table below provides information about hypothetical account values and hypothetical expenses based on the Class’ actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Class’ actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period from May 1, 2013 through October 31, 2013. You may use this information to compare the ongoing costs of investing in the Class of the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transaction costs, such as sales charges (loads) or redemption fees. If these transaction costs were included, your costs would have been higher. Therefore, the second line for each Class in the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. The examples also assume all dividends and distributions are reinvested.

Schedule of Shareholder Expenses

Expense Analysis of a $1,000 Investment

Nationwide Growth Fund October 31, 2013			Beginning Account Value ($) 05/01/13	Ending Account Value ($) 10/31/13	Expenses Paid During Period ($) 05/01/13 - 10/31/13	Expense Ratio During Period (%) 05/01/13 - 10/31/13
Class A Shares	Actual	a	1,000.00	1,143.20	4.59	0.85
	Hypothetical	a,b	1,000.00	1,020.92	4.33	0.85
Class B Shares	Actual	a	1,000.00	1,139.70	8.36	1.55
	Hypothetical	a,b	1,000.00	1,017.39	7.88	1.55
Class C Shares	Actual	a	1,000.00	1,139.70	8.36	1.55
	Hypothetical	a,b	1,000.00	1,017.39	7.88	1.55
Class R2 Shares	Actual	a	1,000.00	1,141.00	5.67	1.05
	Hypothetical	a,b	1,000.00	1,019.91	5.35	1.05
Institutional Service Class Shares	Actual	a	1,000.00	1,143.70	4.32	0.80
	Hypothetical	a,b	1,000.00	1,021.17	4.08	0.80
Institutional Class Shares	Actual	a	1,000.00	1,144.80	2.97	0.55
	Hypothetical	a,b	1,000.00	1,022.43	2.80	0.55

a Expenses are equal to the Fund’s annualized expense ratio multiplied by the average account value from May 1, 2013 through October 31, 2013 multiplied to reflect one-half year period. The expense ratio presented represents a six-month, annualized ratio in accordance with Securities and Exchange Commission guidelines.

b Represents the hypothetical 5% return before expenses.

40

Statement of Investments

October 31, 2013

Nationwide Growth Fund

Common Stocks 99.0%
	Shares		Market Value
Aerospace & Defense 4.5%
B/E Aerospace, Inc.*		27,500	$	2,231,900
Honeywell International, Inc.		31,600		2,740,668
Precision Castparts Corp.		11,500		2,914,675
				7,887,243
Auto Components 0.8%
Lear Corp.		18,570		1,437,132
Automobiles 1.0%
General Motors Co.*		48,850		1,805,008
Beverages 0.8%
Beam, Inc.		20,600		1,386,380
Biotechnology 5.1%
Biogen Idec, Inc.*		13,550		3,308,774
Cubist Pharmaceuticals, Inc.*		17,500		1,085,000
Gilead Sciences, Inc.*		64,000		4,543,360
				8,937,134
Capital Markets 1.6%
Affiliated Managers Group, Inc.*		13,750		2,714,800
Chemicals 2.9%
Eastman Chemical Co.		26,500		2,087,935
Monsanto Co.		28,140		2,951,323
				5,039,258
Communications Equipment 1.7%
Cisco Systems, Inc.		77,700		1,748,250
JDS Uniphase Corp.*		88,000		1,151,920
				2,900,170
Computers & Peripherals 7.0%
Apple, Inc.		18,200		9,506,770
EMC Corp.		110,000		2,647,700
				12,154,470
Consumer Finance 1.6%
Discover Financial Services		52,000		2,697,760
Diversified Financial Services 3.6%
Citigroup, Inc.		54,400		2,653,632
IntercontinentalExchange, Inc.*		18,400		3,546,232
				6,199,864
Electrical Equipment 4.4%
AMETEK, Inc.		57,000		2,726,310
Eaton Corp. PLC		35,730		2,521,109
Rockwell Automation, Inc.		22,000		2,429,020
				7,676,439

Common Stocks (continued)
	Shares		Market Value
Electronic Equipment, Instruments & Components 1.2%
TE Connectivity Ltd.		40,000	$	2,059,600
Energy Equipment & Services 3.4%
Halliburton Co.		55,000		2,916,650
Schlumberger Ltd.		32,600		3,055,272
				5,971,922
Food & Staples Retailing 1.0%
Whole Foods Market, Inc.		28,180		1,779,003
Food Products 2.5%
Hershey Co. (The)		27,000		2,679,480
J.M. Smucker Co. (The)		15,680		1,743,773
				4,423,253
Health Care Equipment & Supplies 1.3%
Cooper Cos., Inc. (The)		17,500		2,261,175
Health Care Providers & Services 2.2%
McKesson Corp.		24,000		3,752,160
Health Care Technology 1.8%
Cerner Corp.*		39,000		2,185,170
Veeva Systems, Inc., Class A*		25,000		972,750
				3,157,920
Hotels, Restaurants & Leisure 6.2%
Chipotle Mexican Grill, Inc.*		4,080		2,150,038
Las Vegas Sands Corp.		49,000		3,440,780
Starbucks Corp.		37,000		2,998,850
Starwood Hotels & Resorts Worldwide, Inc.		30,000		2,208,600
				10,798,268
Household Durables 1.1%
Lennar Corp., Class A (a)		56,000		1,990,800
Household Products 1.6%
Colgate-Palmolive Co.		44,200		2,861,066
Information Technology Services 2.3%
Visa, Inc., Class A		20,600		4,051,402
Insurance 0.9%
MetLife, Inc.		34,000		1,608,540
Internet & Catalog Retail 4.0%
Amazon.com, Inc.*		8,000		2,912,240
Groupon, Inc.*		90,000		821,700
priceline.com, Inc.*		3,000		3,161,490
				6,895,430

41

Statement of Investments (Continued)

October 31, 2013

Nationwide Growth Fund (Continued)

Common Stocks (continued)
	Shares		Market Value
Internet Software & Services 9.4%
eBay, Inc.*		40,000	$	2,108,400
Facebook, Inc., Class A*		97,000		4,875,220
Google, Inc., Class A*		7,500		7,729,350
LinkedIn Corp., Class A*		7,200		1,610,424
				16,323,394
Machinery 1.2%
Pentair Ltd.		31,860		2,137,487
Marine 0.8%
Kirby Corp.*		15,500		1,371,595
Media 1.9%
Walt Disney Co. (The)		47,000		3,223,730
Multiline Retail 1.2%
Dollar General Corp.*		35,000		2,022,300
Oil, Gas & Consumable Fuels 2.2%
Cobalt International Energy, Inc.*		39,170		909,136
Concho Resources, Inc.*		13,500		1,493,235
EOG Resources, Inc.		8,000		1,427,200
				3,829,571
Personal Products 1.1%
Estee Lauder Cos., Inc. (The), Class A		27,500		1,951,400
Pharmaceuticals 3.5%
Bristol-Myers Squibb Co.		63,000		3,308,760
Roche Holding AG, ADR-CH		40,000		2,773,600
				6,082,360
Road & Rail 2.2%
Canadian Pacific Railway Ltd.		15,000		2,146,050
Union Pacific Corp.		11,400		1,725,960
				3,872,010
Semiconductors & Semiconductor Equipment 1.3%
Avago Technologies Ltd.		50,000		2,271,500
Software 4.6%
Salesforce.com, Inc.*		75,000		4,002,000
ServiceNow, Inc.*		41,000		2,239,010
Tableau Software, Inc., Class A*		13,520		830,939
Workday, Inc., Class A*		12,500		935,875
				8,007,824
Specialty Retail 1.9%
Home Depot, Inc. (The)		42,100		3,279,169
Textiles, Apparel & Luxury Goods 1.2%
Michael Kors Holdings Ltd.*		27,000		2,077,650

Common Stocks (continued)
	Shares		Market Value
Trading Companies & Distributors 0.9%
United Rentals, Inc.*(a)		23,750	$	1,534,013
Wireless Telecommunication Services 1.1%
SBA Communications Corp., Class A*		22,000		1,924,340
Total Common Stocks (cost $141,762,286)				172,354,540
Mutual Fund 1.0%
Money Market Fund 1.0%
Fidelity Institutional Money Market Fund — Institutional Class, 0.08% (b)		1,800,348		1,800,348
Total Mutual Fund (cost $1,800,348)				1,800,348
Repurchase Agreement 1.7%
	Principal Amount		Market Value
Goldman Sachs & Co., 0.10%, dated 10/31/13, due 11/01/13, repurchase price $3,010,378, collateralized by U.S. Government Agency Securities ranging from 2.50% - 7.50%, maturing 06/15/23 - 10/20/43; total market value $3,070,577 (c)	$	3,010,370		3,010,370
Total Repurchase Agreement (cost $3,010,370)				3,010,370
Total Investments (cost $146,573,004) (d) — 101.7%				177,165,258
Liabilities in excess of other assets — (1.7%)				(2,902,306	)
NET ASSETS — 100.0%			$	174,262,952

* Denotes a non-income producing security.

(a) The security or a portion of this security is on loan at October 31, 2013. The total value of securities on loan at October 31, 2013 was $2,901,631.

(b) Represents 7-day effective yield as of October 31, 2013.

(c) The security was purchased with cash collateral held from securities on loan. The total value of securities purchased with cash collateral as of October 31, 2013 was $3,010,370.

(d) See notes to financial statements for tax unrealized appreciation/(depreciation) of securities.

42

Statement of Investments (Continued)

October 31, 2013

Nationwide Growth Fund (Continued)

ADR American Depositary Receipt

AG Stock Corporation

CH Switzerland

Ltd. Limited

PLC Public Limited Company

The accompanying notes are an integral part of these financial statements.

43

Statement of Assets and Liabilities

October 31, 2013

	Nationwide Growth Fund
Assets:
Investments, at value* (cost $143,562,634)	$	174,154,888
Repurchase agreement, at value and cost		3,010,370
Total Investments		177,165,258
Dividends receivable		56,000
Security lending income receivable		1,053
Receivable for investments sold		1,840,595
Receivable for capital shares issued		38,835
Reclaims receivable		1,593
Prepaid expenses		21,024
Total Assets		179,124,358
Liabilities:
Payable for investments purchased		1,655,377
Payable for capital shares redeemed		31,800
Payable upon return of securities loaned (Note 2)		3,010,370
Accrued expenses and other payables:
Investment advisory fees		29,572
Fund administration fees		37,260
Distribution fees		9,229
Administrative servicing fees		2,874
Accounting and transfer agent fees		30,383
Custodian fees		692
Compliance program costs (Note 3)		142
Professional fees		18,145
Printing fees		35,166
Other		396
Total Liabilities		4,861,406
Net Assets	$	174,262,952
Represented by:
Capital	$	128,085,870
Accumulated undistributed net investment income		77,841
Accumulated net realized gains from investment transactions		15,506,987
Net unrealized appreciation/(depreciation) from investments		30,592,254
Net Assets	$	174,262,952
Net Assets:
Class A Shares	$	23,726,994
Class B Shares		1,097,690
Class C Shares		3,891,666
Class R2 Shares		88,479
Institutional Service Class Shares		2,105,662
Institutional Class Shares		143,352,461
Total	$	174,262,952

* Includes value of securities on loan of $2,901,631 (Note 2).

44

Statement of Assets and Liabilities (Continued)

October 31, 2013

	Nationwide Growth Fund
Shares Outstanding (unlimited number of shares authorized):
Class A Shares		2,021,825
Class B Shares		106,779
Class C Shares		378,484
Class R2 Shares		7,592
Institutional Service Class Shares		173,453
Institutional Class Shares		11,845,331
Total		14,533,464
Net asset value and redemption price per share (Net assets by class divided by shares outstanding by class, respectively):
Class A Shares (a)	$	11.74
Class B Shares (b)	$	10.28
Class C Shares (c)	$	10.28
Class R2 Shares	$	11.65
Institutional Service Class Shares	$	12.14
Institutional Class Shares	$	12.10
Maximum offering price per share (100%/(100%-maximum sales charge) of net asset value adjusted to the nearest cent):
Class A Shares	$	12.46
Maximum Sales Charge:
Class A Shares		5.75	%

(a) For Class A Shares, the redemption price per share is reduced by 1.00% on sales of shares of original purchases of  $1,000,000 or more or that were not subject to a front-end sales charge made within 18 months of the purchase date.

(b) For Class B Shares, the redemption price per share varies by the length of time shares are held.

(c) For Class C Shares, the redemption price per share is reduced by 1.00% for shares held less than one year.

The accompanying notes are an integral part of these financial statements.

45

Statement of Operations

For the Year Ended October 31, 2013

	Nationwide Growth Fund
INVESTMENT INCOME:
Dividend income	$	2,428,522
Income from securities lending (Note 2)		3,661
Foreign tax withholding		(1,780	)
Total Income		2,430,403
EXPENSES:
Investment advisory fees		1,200,504
Fund administration fees		289,759
Distribution fees Class A		54,410
Distribution fees Class B		12,538
Distribution fees Class C		36,503
Distribution fees Class R2		633
Administrative servicing fees Class A		9,153
Administrative servicing fees Institutional Service Class		105,781
Registration and filing fees		71,552
Professional fees		29,076
Printing fees		46,504
Trustee fees		6,851
Custodian fees		6,300
Accounting and transfer agent fees		169,495
Compliance program costs (Note 3)		502
Other		8,667
Total expenses before earnings credit, fees waived, and expenses reimbursed		2,048,228
Earnings credit (Note 5)		(80	)
Investment advisory fees waived (Note 3)		(199,952	)
Expenses reimbursed by adviser (Note 3)		(529,143	)
Net Expenses		1,319,053
NET INVESTMENT INCOME		1,111,350
REALIZED/UNREALIZED GAINS (LOSSES) FROM INVESTMENTS:
Net realized gains from investment transactions		22,763,486
Net change in unrealized appreciation/(depreciation) from investments		19,256,713
Net realized/unrealized gains from investments		42,020,199
CHANGE IN NET ASSETS RESULTING FROM OPERATIONS	$	43,131,549

The accompanying notes are an integral part of these financial statements.

46

Statements of Changes in Net Assets

	Nationwide Growth Fund
	Year Ended October 31, 2013			Year Ended October 31, 2012
Operations:
Net investment income	$	1,111,350		$	351,183
Net realized gains from investment transactions		22,763,486			15,695,342
Net change in unrealized appreciation/(depreciation) from investments		19,256,713			(2,579,298	)
Change in net assets resulting from operations		43,131,549			13,467,227
Distributions to Shareholders From:
Net investment income:
Class A		(86,240	)		–
Class B		–			–
Class C		–			–
Class R2		(209	)		–
Institutional Service Class		(126,941	)		–	(a)
Institutional Class (b)		(1,171,302	)		–
Change in net assets from shareholder distributions		(1,384,692	)		–
Change in net assets from capital transactions		(58,373,657	)		32,512,950
Change in net assets		(16,626,800	)		45,980,177
Net Assets:
Beginning of year		190,889,752			144,909,575
End of year	$	174,262,952		$	190,889,752
Accumulated undistributed net investment income at end of year	$	77,841		$	351,183
CAPITAL TRANSACTIONS:
Class A Shares
Proceeds from shares issued	$	6,902,535		$	6,841,203
Dividends reinvested		74,541			–
Cost of shares redeemed		(7,514,486	)		(3,504,952	)
Total Class A Shares		(537,410	)		3,336,251
Class B Shares
Proceeds from shares issued		98,697			103,961
Dividends reinvested		–			–
Cost of shares redeemed		(646,449	)		(350,985	)
Total Class B Shares		(547,752	)		(247,024	)
Class C Shares
Proceeds from shares issued		1,115,899			2,105,711
Dividends reinvested		–			–
Cost of shares redeemed		(902,467	)		(296,759	)
Total Class C Shares		213,432			1,808,952
Class R2 Shares
Proceeds from shares issued		9,054			66,928
Dividends reinvested		2			–
Cost of shares redeemed		(125,196	)		(3,185	)
Total Class R2 Shares		(116,140	)		63,743

(a) For the period from December 1, 2011 (commencement of operations) through October 31, 2012.

(b) Effective August 1, 2012, Class D shares were renamed Institutional Class shares.

47

Statements of Changes in Net Assets (Continued)

	Nationwide Growth Fund
	Year Ended October 31, 2013			Year Ended October 31, 2012
CAPITAL TRANSACTIONS: (continued)
Institutional Service Class Shares
Proceeds from shares issued		7,909,594			62,383,516	(a)
Dividends reinvested		126,703			–	(a)
Cost of shares redeemed		(54,834,951	)		(22,853,416	)(a)
Total Institutional Service Class Shares		(46,798,654	)		39,530,100	(a)
Institutional Class Shares (b)
Proceeds from shares issued	$	8,761,703		$	2,245,862
Dividends reinvested		1,130,041			–
Cost of shares redeemed		(20,478,877	)		(14,224,934	)
Total Institutional Class Shares		(10,587,133	)		(11,979,072	)
Change in net assets from capital transactions	$	(58,373,657	)	$	32,512,950
SHARE TRANSACTIONS:
Class A Shares
Issued		684,774			723,697
Reinvested		7,457			–
Redeemed		(730,235	)		(374,895	)
Total Class A Shares		(38,004	)		348,802
Class B Shares
Issued		11,217			13,556
Reinvested		–			–
Redeemed		(71,769	)		(42,988	)
Total Class B Shares		(60,552	)		(29,432	)
Class C Shares
Issued		127,344			250,590
Reinvested		–			–
Redeemed		(97,597	)		(36,182	)
Total Class C Shares		29,747			214,408
Class R2 Shares
Issued		941			6,936
Reinvested		–			–
Redeemed		(12,262	)		(342	)
Total Class R2 Shares		(11,321	)		6,594
Institutional Service Class Shares
Issued		768,801			6,463,897	(a)
Reinvested		12,720			–	(a)
Redeemed		(4,885,489	)		(2,186,476	)(a)
Total Institutional Service Class Shares		(4,103,968	)		4,277,421	(a)
Institutional Class Shares (b)
Issued		840,084			231,467
Reinvested		107,987			–
Redeemed		(1,957,939	)		(1,471,313	)
Total Institutional Class Shares		(1,009,868	)		(1,239,846	)
Total change in shares		(5,193,966	)		3,577,947

Amounts designated as “–” are zero or have been rounded to zero.

(a) For the period from December 1, 2011 (commencement of operations) through October 31, 2012.

(b) Effective August 1, 2012, Class D shares were renamed Institutional Class shares.

The accompanying notes are an integral part of these financial statements.

48

Financial Highlights

Selected data for each share of capital outstanding throughout the periods indicated

Nationwide Growth Fund

			Operations							Distributions												Ratios/Supplemental Data
	Net Asset Value, Beginning of Period		Net Investment Income (Loss)			Net Realized and Unrealized Gains from Investments		Total from Operations		Net Investment Income			Total Distributions			Redemption Fees		Net Asset Value, End of Period		Total Return (a)(b)		Net Assets at End of Period		Ratio of Expenses to Average Net Assets (c)		Ratio of Net Investment Income (Loss) to Average Net Assets (c)		Ratio of Expenses (Prior to Reimbursements) to Average Net Assets (c)(d)		Portfolio Turnover (e)
Class A Shares
Year Ended October 31, 2013 (f)	$	9.43		0.04			2.31		2.35		(0.04	)		(0.04	)		–	$	11.74		24.89%	$	23,726,994		0.84%		0.35%		1.21%		114.74%
Year Ended October 31, 2012 (f)	$	8.76		–			0.67		0.67		–			–			–	$	9.43		7.65%	$	19,431,586		0.92%		(0.01%)		1.28%		147.27%
Year Ended October 31, 2011 (f)	$	8.03		(0.04	)		0.77		0.73		–			–			–	$	8.76		9.09%	$	14,990,932		1.28%		(0.44%)		1.32%		178.77%
Year Ended October 31, 2010 (f)	$	6.56		(0.01	)		1.48		1.47		–			–			–	$	8.03		22.49%	$	12,031,334		1.32%		(0.08%)		1.33%		148.92%
Year Ended October 31, 2009 (f)	$	5.69		–			0.87		0.87		–			–			–	$	6.56		15.32%	$	10,297,135		1.46%		(0.02%)		1.46%		164.73%
Class B Shares
Year Ended October 31, 2013 (f)	$	8.29		(0.03	)		2.02		1.99		–			–			–	$	10.28		24.00%	$	1,097,690		1.55%		(0.31%)		1.92%		114.74%
Year Ended October 31, 2012 (f)	$	7.75		(0.06	)		0.60		0.54		–			–			–	$	8.29		6.97%	$	1,387,092		1.65%		(0.74%)		2.00%		147.27%
Year Ended October 31, 2011 (f)	$	7.16		(0.09	)		0.68		0.59		–			–			–	$	7.75		8.24%	$	1,525,810		2.03%		(1.17%)		2.07%		178.77%
Year Ended October 31, 2010 (f)	$	5.89		(0.05	)		1.32		1.27		–			–			–	$	7.16		21.56%	$	1,881,612		2.06%		(0.81%)		2.07%		148.92%
Year Ended October 31, 2009 (f)	$	5.14		(0.03	)		0.78		0.75		–			–			–	$	5.89		14.59%	$	1,837,536		2.12%		(0.67%)		2.12%		164.73%
Class C Shares
Year Ended October 31, 2013 (f)	$	8.29		(0.03	)		2.02		1.99		–			–			–	$	10.28		24.00%	$	3,891,666		1.55%		(0.37%)		1.91%		114.74%
Year Ended October 31, 2012 (f)	$	7.75		(0.06	)		0.60		0.54		–			–			–	$	8.29		6.97%	$	2,890,888		1.61%		(0.70%)		1.97%		147.27%
Year Ended October 31, 2011 (f)	$	7.16		(0.09	)		0.68		0.59		–			–			–	$	7.75		8.24%	$	1,041,641		2.02%		(1.19%)		2.06%		178.77%
Year Ended October 31, 2010 (f)	$	5.89		(0.05	)		1.32		1.27		–			–			–	$	7.16		21.56%	$	642,450		2.07%		(0.82%)		2.07%		148.92%
Year Ended October 31, 2009 (f)	$	5.14		(0.03	)		0.78		0.75		–			–			–	$	5.89		14.59%	$	474,424		2.12%		(0.67%)		2.12%		164.73%
Class R2 Shares (g)
Year Ended October 31, 2013 (f)	$	9.36		0.02			2.28		2.30		(0.01	)		(0.01	)		–	$	11.65		24.61%	$	88,479		1.05%		0.24%		1.42%		114.74%
Year Ended October 31, 2012 (f)	$	8.71		(0.02	)		0.67		0.65		–			–			–	$	9.36		7.46%	$	177,069		1.14%		(0.23%)		1.50%		147.27%
Year Ended October 31, 2011 (f)	$	8.01		(0.07	)		0.77		0.70		–			–			–	$	8.71		8.74%	$	107,360		1.66%		(0.78%)		1.70%		178.77%
Year Ended October 31, 2010 (f)	$	6.57		(0.03	)		1.47		1.44		–			–			–	$	8.01		21.77%	$	198,483		1.73%		(0.48%)		1.74%		148.92%
Year Ended October 31, 2009 (f)	$	5.71		(0.02	)		0.88		0.86		–			–			–	$	6.57		15.24%	$	190,238		1.60%		(0.30%)		1.60%		164.73%
Institutional Service Class Shares
Year Ended October 31, 2013 (f)	$	9.75		0.05			2.37		2.42		(0.03	)		(0.03	)		–	$	12.14		24.92%	$	2,105,662		0.80%		0.48%		1.16%		114.74%
Period Ended October 31, 2012 (f)(h)	$	8.95		0.02			0.78		0.80		–			–			–	$	9.75		8.94%	$	41,688,164		0.80%		0.21%		1.16%		147.27%
Institutional Class Shares (i)
Year Ended October 31, 2013 (f)	$	9.75		0.07			2.38		2.45		(0.10	)		(0.10	)		–	$	12.10		25.23%	$	143,352,461		0.55%		0.65%		0.92%		114.74%
Year Ended October 31, 2012 (f)	$	9.03		0.03			0.69		0.72		–			–			–	$	9.75		7.97%	$	125,314,953		0.65%		0.27%		1.00%		147.27%
Year Ended October 31, 2011 (f)	$	8.25		(0.02	)		0.81		0.79		(0.01	)		(0.01	)		–	$	9.03		9.54%	$	127,243,832		1.03%		(0.17%)		1.07%		178.77%
Year Ended October 31, 2010 (f)	$	6.74		0.01			1.51		1.52		(0.01	)		(0.01	)		–	$	8.25		22.59%	$	128,687,698		1.07%		0.19%		1.07%		148.92%
Year Ended October 31, 2009 (f)	$	5.84		0.02			0.90		0.92		(0.02	)		(0.02	)		–	$	6.74		15.74%	$	115,852,238		1.13%		0.31%		1.13%		164.73%

Amounts designated as “–” are zero or have been rounded to zero.

(a) Excludes sales charge.

(b) Not annualized for periods less than one year.

(c) Annualized for periods less than one year.

(d) During the period, certain fees may have been waived and/or reimbursed. If such waivers/reimbursements had not occurred, the ratios would have been as indicated.

(e) Portfolio turnover is calculated on the basis of the Fund as a whole without distinguishing among the classes of shares.

(f) Per share calculations were performed using average shares method.

(g) Effective February 28, 2009, Class R Shares were renamed Class R2 Shares.

(h) For the period from December 1, 2011 (commencement of operations) through October 31, 2012.

(i) Effective August 1, 2012 Class D Shares were renamed Institutional Class Shares.

The accompanying notes are an integral part of these financial statements.

49

Fund Commentary Nationwide International Value Fund

For the annual period ended October 31, 2013, the Nationwide International Value Fund (Institutional Service Class) returned 20.42% versus 24.65% for its benchmark, the MSCI World ex USA Index. For broader comparison, the median return for the Fund’s Lipper peer category of International Large-Cap Core Funds (consisting of 172 funds as of October 31, 2013) was 25.30% for the same time period.

During the 12-month period, markets were very strong as investor confidence in a European recovery gained traction and the European Central Bank embarked on a more accommodative monetary policy.

The leading sectors during the reporting period were consumer discretionary, materials, telecom services and financials, all of which had prospects that improved as the economy showed signs of bottoming.

Signs that confidence returned were manifested by strong rallies in the markets that had previously been distressed, including Italy, Greece and Spain. In addition, Japan had solid returns as Abenomics — a policy mix of quantitative easing, public infrastructure spending and yen devaluation — rallied the market.

During the 12-month period, stock selection and sector allocation detracted from returns as the Fund was not tilted in the direction of the peripheral markets and held fewer distressed securities than those that rallied most strongly.

The Fund’s largest stock contributors during the period included Orix USA, a Japanese financial conglomerate; Sampo Group, a European insurance company based in Finland; Toyota Motor Corporation, a Japanese auto company; Carrefour S.A., a French retailer; and Aviva plc, a U.K. insurance company. All of these stocks benefited from the improving profile of European consumption and a revival in the background economy.

Stocks that detracted from the Fund’s returns included Orica Limited, an Australian mining services company that saw its shares decline as material prices remained low; Jardine Matheson

Holdings Ltd., a Hong Kong-based conglomerate that had weak auto sales business; Imperial Tobacco Group plc, a U.K. tobacco company with emerging markets exposure; E.ON SE, a German utility that suffered from weak electricity demand and pricing during the 12-month period; and Lightstream Resources Ltd.

Subadviser:

UBS Global Asset Management (Americas) Inc.

Portfolio Managers:

Charles Burbeck* and Nick Irish, ASIP

*Charles Burbeck was added as a portfolio manager to the Fund on October 28, 2013.

The Fund is subject to the risks of investing in equity securities, as well as the risks of investing in foreign securities. Funds that concentrate on specific countries may be subject to greater volatility than that of other mutual funds. High double-digit returns are unusual and cannot be sustained. Please refer to the summary prospectus for a more detailed explanation of the Fund’s principal risks.

A description of the benchmarks can be found on the Market Index Definitions page at the back of this book.

50

Fund Overview Nationwide International Value Fund

Objective

The Fund seeks long-term capital appreciation.

Highlights

Ÿ The Nationwide International Value Fund Institutional Service Class returned 20.42% for the annual period, underperforming the Index by 4.23% and underperforming the Lipper peer category median by 4.88%.

Ÿ The leading sectors during the reporting period were consumer discretionary, materials, telecom services and financials, all of which had prospects that improved as the economy showed signs of bottoming.

Ÿ During the 12-month period, stock selection and sector allocation detracted from returns as the Fund was not tilted in the direction of the peripheral markets and held fewer distressed securities than those that rallied most strongly.

Asset Allocation†

Common Stocks	98.6%
Repurchase Agreement	3.3%
Exchange Traded Fund	0.7%
Mutual Fund	0.4%
Liabilities in excess of other assets	(3.0)%
	100.0%

Top Industries††

Commercial Banks	10.0%
Pharmaceuticals	9.0%
Insurance	8.2%
Oil, Gas & Consumable Fuels	7.3%
Metals & Mining	4.6%
Automobiles	3.8%
Food Products	3.7%
Wireless Telecommunication Services	3.8%
Chemicals	2.9%
Capital Markets	2.9%
Other Industries*	43.8%
	100.0%

Top Holdings††

Novartis AG	3.0%
Nestle SA	3.0%
Toyota Motor Corp.	2.9%
BP PLC	2.4%
Telenor ASA	2.2%
Bayer AG	2.2%
Royal Bank of Canada	2.1%
Imperial Tobacco Group PLC	2.0%
AIA Group Ltd.	2.0%
Carrefour SA	2.0%
Other Holdings*	76.2%
	100.0%

Top Countries††

Japan	22.7%
United Kingdom	22.1%
Switzerland	10.0%
Germany	8.1%
Canada	6.3%
France	4.3%
Netherlands	4.1%
Hong Kong	3.3%
Ireland	2.8%
Spain	2.5%
Other Countries*	13.8%
	100.0%

† Percentages indicated are based upon net assets as of October 31, 2013.

†† Percentages indicated are based upon total investments as of October 31, 2013.

* For purposes of listing top industries, top holdings and top countries, the repurchase agreement is included as part of Other.

51

Fund Performance Nationwide International Value Fund

Average Annual Total Return

(For periods ended October 31, 2013)		1 Yr.		5 Yr.		Inception5
Class A	w/o SC1		20.27%		8.55%		(4.79)%
	w/ SC2		13.38%		7.28%		(5.75)%
Class C	w/o SC1		19.40%		7.73%		(5.47)%
	w/ SC3		18.40%		7.73%		(5.47)%
Institutional Service Class4			20.42%		8.55%		(4.75)%
Institutional Class4			20.64%		8.80%		(4.53)%

Expense Ratios

	Gross Expense Ratio*	Net Expense Ratio*
Class A	1.26%		1.25%
Class C	2.01%		2.00%
Institutional Service Class	1.26%		1.25%
Institutional Class	1.01%		1.00%

*Current effective prospectus dated March 1, 2013. The difference between gross and net operating expenses reflects contractual waivers in place through February 28, 2014. Please see the Fund’s most recent prospectus for details.

All figures showing the effect of a sales charge (SC) reflect the maximum charge possible, because it has the most significant effect on performance data.

¹  These returns do not reflect the effects of SCs.

²  A 5.75% front-end sales charge was deducted.

³  A 1.00% contingent deferred sales charge was deducted from the one year return because it is charged when you sell Class C shares within the first year after purchase.

⁴  Not subject to any SCs.

⁵  Since inception date of December 21, 2007.

52

Fund Performance (con’t.) Nationwide International Value Fund

Performance of a $10,000 Investment

Investment return and principal value will fluctuate, and when redeemed, shares may be worth more or less than original cost. Past performance is no guarantee of future results and does not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares. Investing in mutual funds involves market risk, including loss of principal. Performance returns assume the reinvestment of all distributions.

Comparative performance of $10,000 invested in Institutional Service Class shares of the Nationwide International Value Fund from inception through 10/31/13 versus the MSCI World ex USA Index and the Consumer Price Index (CPI) from 1/1/08 through 10/31/13. Unlike the Fund, the returns for these unmanaged indexes do not reflect any fees, expenses, or sales charges. Investors cannot invest directly in market indexes. A description of the benchmarks can be found on the Market Index Definitions page at the back of this book.

53

Shareholder Expense Example Nationwide International Value Fund

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, including sales charges (loads) paid on purchase payments and redemption fees; and (2) ongoing costs, including investment advisory fees, administration fees, distribution fees and other Fund expenses. The examples below are intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds. Per Securities and Exchange Commission (“SEC”) requirements, the examples assume that you had a $1,000 investment in the Class at the beginning of the reporting period (May 1, 2013) and continued to hold your shares at the end of the reporting period (October 31, 2013).

Actual Expenses

For each Class of the Fund in the table below, the first line provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid from May 1, 2013 through October 31, 2013. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line of each Class under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.

Hypothetical Expenses for Comparison Purposes

The second line of each Class in the table below provides information about hypothetical account values and hypothetical expenses based on the Class’ actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Class’ actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period from May 1, 2013 through October 31, 2013. You may use this information to compare the ongoing costs of investing in the Class of the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transaction costs, such as sales charges (loads) or redemption fees. If these transaction costs were included, your costs would have been higher. Therefore, the second line for each Class in the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. The examples also assume all dividends and distributions are reinvested.

Schedule of Shareholder Expenses

Expense Analysis of a $1,000 Investment

Nationwide International Value Fund October 31, 2013			Beginning Account Value ($) 05/01/13	Ending Account Value ($) 10/31/13	Expenses Paid During Period ($) 05/01/13 - 10/31/13	Expense Ratio During Period (%) 05/01/13 - 10/31/13
Class A Shares	Actual	a	1,000.00	1,061.10	6.65	1.28
	Hypothetical	a,b	1,000.00	1,018.75	6.51	1.28
Class C Shares	Actual	a	1,000.00	1,058.90	10.43	2.01
	Hypothetical	a,b	1,000.00	1,015.07	10.21	2.01
Institutional Service Class Shares	Actual	a	1,000.00	1,062.00	6.55	1.26
	Hypothetical	a,b	1,000.00	1,018.85	6.41	1.26
Institutional Class Shares	Actual	a	1,000.00	1,064.50	5.26	1.01
	Hypothetical	a,b	1,000.00	1,020.11	5.14	1.01

a Expenses are equal to the Fund’s annualized expense ratio multiplied by the average account value from May 1, 2013 through October 31, 2013 multiplied to reflect one-half year period. The expense ratio presented represents a six-month, annualized ratio in accordance with Securities and Exchange Commission guidelines.

b Represents the hypothetical 5% return before expenses.

54

Statement of Investments

October 31, 2013

Nationwide International Value Fund

Common Stocks 98.6%
	Shares		Market Value
AUSTRALIA 1.0%
Real Estate Investment Trusts (REITs) 1.0%
Westfield Group		115,559	$	1,182,573
CANADA 6.5%
Commercial Banks 2.1%
Royal Bank of Canada		38,200		2,565,352
Metals & Mining 0.8%
Teck Resources Ltd., Class B		35,800		957,963
Oil, Gas & Consumable Fuels 3.6%
Canadian Oil Sands Ltd.		59,000		1,149,839
Lightstream Resources Ltd. (a)		78,806		506,402
Petrobank Energy & Resources Ltd.*		136,100		48,297
Petrominerales Ltd. (a)		49,400		568,077
Suncor Energy, Inc.		55,600		2,020,510
				4,293,125
				7,816,440
DENMARK 0.9%
Marine 0.9%
AP Moeller - Maersk A/S, Class B		111		1,073,922
FINLAND 2.0%
Insurance 2.0%
Sampo OYJ, Class A		50,675		2,396,963
FRANCE 4.4%
Automobiles 1.0%
Peugeot SA*		95,190		1,252,223
Electrical Equipment 1.4%
Schneider Electric SA		19,340		1,627,418
Food & Staples Retailing 2.0%
Carrefour SA		66,870		2,440,927
				5,320,568
GERMANY 8.3%
Capital Markets 1.4%
Deutsche Bank AG		34,644		1,674,316
Construction Materials 1.5%
HeidelbergCement AG		23,005		1,811,407
Metals & Mining 0.8%
ThyssenKrupp AG*		38,217		975,045
Multi-Utilities 1.0%
E.ON SE		65,577		1,195,371
Pharmaceuticals 2.3%
Bayer AG		21,668		2,687,965
Semiconductors & Semiconductor Equipment 1.3%
Infineon Technologies AG		166,818		1,613,854
				9,957,958
HONG KONG 3.4%
Industrial Conglomerates 1.3%
Jardine Matheson Holdings Ltd.		28,800		1,569,269

Common Stocks (continued)
	Shares		Market Value
HONG KONG (continued)
Insurance 2.1%
AIA Group Ltd.		484,200	$	2,458,687
				4,027,956
IRELAND 2.9%
Airlines 1.2%
Ryanair Holdings PLC, ADR		28,400		1,425,964
Pharmaceuticals 1.7%
Shire PLC		45,576		2,020,860
				3,446,824
ISRAEL 1.9%
Pharmaceuticals 0.9%
Teva Pharmaceutical Industries Ltd., ADR		30,000		1,112,700
Software 1.0%
Check Point Software Technologies Ltd.*		20,500		1,189,410
				2,302,110
ITALY 1.0%
Commercial Banks 1.0%
Intesa Sanpaolo SpA		492,766		1,222,491
JAPAN 23.4%
Airlines 1.3%
Japan Airlines Co., Ltd.		26,400		1,543,142
Auto Components 0.8%
Bridgestone Corp.		28,300		970,201
Automobiles 2.9%
Toyota Motor Corp.		55,600		3,605,004
Building Products 0.9%
Asahi Glass Co., Ltd.		168,000		1,037,573
Chemicals 1.3%
Shin-Etsu Chemical Co., Ltd.		27,900		1,577,523
Commercial Banks 1.9%
Mitsubishi UFJ Financial Group, Inc.		350,700		2,233,351
Diversified Financial Services 1.8%
ORIX Corp.		130,300		2,256,938
Household Durables 1.2%
Panasonic Corp.		140,200		1,436,960
Insurance 1.2%
Tokio Marine Holdings, Inc.		43,100		1,413,010
Leisure Equipment & Products 1.1%
Sankyo Co., Ltd.		28,000		1,331,651
Machinery 1.3%
THK Co., Ltd. (a)		72,400		1,580,375
Personal Products 1.5%
Shiseido Co., Ltd.		107,200		1,833,871
Pharmaceuticals 1.4%
Astellas Pharma, Inc.		30,100		1,677,966
Real Estate Management & Development 1.0%
Sumitomo Realty & Development Co., Ltd.		25,000		1,182,911

55

Statement of Investments (Continued)

October 31, 2013

Nationwide International Value Fund (Continued)

Common Stocks (continued)
	Shares		Market Value
JAPAN (continued)
Trading Companies & Distributors 1.9%
ITOCHU Corp.		187,600	$	2,255,730
Wireless Telecommunication Services 1.9%
KDDI Corp.		41,400		2,242,079
				28,178,285
NETHERLANDS 4.2%
Beverages 1.3%
Heineken NV		23,005		1,585,210
Chemicals 1.6%
Koninklijke DSM NV		25,779		1,948,702
Media 1.3%
Wolters Kluwer NV		56,623		1,533,966
				5,067,878
NORWAY 2.3%
Diversified Telecommunication Services 2.3%
Telenor ASA		113,595		2,729,418
SPAIN 2.5%
Commercial Banks 1.9%
Banco Santander SA		266,969		2,366,753
Electric Utilities 0.6%
Acciona SA(a)		10,934		693,132
				3,059,885
SWEDEN 0.7%
Oil, Gas & Consumable Fuels 0.7%
Lundin Petroleum AB*		39,367		811,285
SWITZERLAND 10.4%
Capital Markets 1.5%
Credit Suisse Group AG*		58,012		1,804,635
Food Products 3.1%
Nestle SA		50,905		3,674,524
Metals & Mining 1.4%
Glencore Xstrata PLC*		300,257		1,634,065
Pharmaceuticals 3.1%
Novartis AG		48,676		3,778,358
Professional Services 1.3%
SGS SA		661		1,546,577
				12,438,159
UNITED KINGDOM 22.8%
Beverages 1.3%
SABMiller PLC		30,511		1,590,868
Commercial Banks 3.4%
Barclays PLC		432,223		1,818,564
HSBC Holdings PLC		207,552		2,275,048
				4,093,612

Common Stocks (continued)
	Shares		Market Value
UNITED KINGDOM (continued)
Electric Utilities 0.8%
SSE PLC		42,587	$	966,093
Food Products 0.8%
Associated British Foods PLC		27,158		987,329
Hotels, Restaurants & Leisure 0.7%
Carnival PLC		23,437		833,005
Insurance 3.4%
Aviva PLC		255,680		1,835,505
Prudential PLC		108,333		2,215,493
				4,050,998
Metals & Mining 1.8%
Rio Tinto PLC		41,573		2,103,601
Oil, Gas & Consumable Fuels 3.4%
BP PLC		383,667		2,978,258
Premier Oil plc		193,853		1,078,649
				4,056,907
Software 1.3%
Sage Group PLC (The)		296,497		1,599,518
Specialty Retail 0.9%
Kingfisher PLC		188,409		1,139,770
Textiles, Apparel & Luxury Goods 0.9%
Burberry Group PLC		44,719		1,098,904
Tobacco 2.1%
Imperial Tobacco Group PLC		67,963		2,537,329
Wireless Telecommunication Services 2.0%
Vodafone Group PLC		658,763		2,412,892
				27,470,826
Total Common Stocks (cost $99,036,683)				118,503,541
Exchange Traded Fund 0.7%
UNITED STATES 0.7%
iShares MSCI EAFE ETF (a)		12,000		790,560
Total Exchange Traded Fund (cost $658,394)				790,560
Mutual Fund 0.4%
Money Market Fund 0.4%
Fidelity Institutional Money Market Fund —Institutional Class, 0.08% (b)		446,772		446,772
Total Mutual Fund (cost $446,772)				446,772

56

Statement of Investments (Continued)

October 31, 2013

Nationwide International Value Fund (Continued)

Repurchase Agreement 3.3%
	Principal Amount		Market Value
Goldman Sachs & Co., 0.10%, dated 10/31/13, due 11/01/13, repurchase price $3,911,986, collateralized by U.S. Government Agency Securities ranging from 2.50% - 7.50%, maturing 06/15/23 - 10/20/43; total market value $3,990,214.(c)	$	3,911,975	$	3,911,975
Total Repurchase Agreement (cost $3,911,975)				3,911,975
Total Investments (cost $104,053,824) (d) — 103.0%				123,652,848
Liabilities in excess of other assets — (3.0)%				(3,616,477	)
NET ASSETS — 100.0%			$	120,036,371

* Denotes a non-income producing security.

(a) The security or a portion of this security is on loan at October 31, 2013. The total value of securities on loan at October 31, 2013 was $3,726,478.

(b) Represents 7-day effective yield as of October 31, 2013.

(c) The security was purchased with cash collateral held from securities on loan. The total value of securities purchased with cash collateral as of October 31, 2013 was $3,911,975.

(d) See notes to financial statements for tax unrealized appreciation/(depreciation) of securities.

AB Stock Company

ADR American Depositary Receipt

AG Stock Corporation

A/S Minimum Capital Public Traded Company

ASA Stock Corporation

ETF Exchange Traded Fund

Ltd. Limited

NV Public Traded Company

OYJ Public Traded Company

PLC Public Limited Company

REIT Real Estate Investment Trust

SA Stock Company

SE European Public Limited Liability Company

SpA Limited Share Company

The accompanying notes are an integral part of these financial statements.

57

Statement of Assets and Liabilities

October 31, 2013

	Nationwide International Value Fund
Assets:
Investments, at value* (cost $100,141,849)	$	119,740,873
Repurchase agreement, at value and cost		3,911,975
Total Investments		123,652,848
Foreign currencies, at value (cost $21,835)		19,759
Dividends receivable		286,812
Security lending income receivable		6,945
Receivable for capital shares issued		2,461
Reclaims receivable		260,471
Prepaid expenses		19,152
Total Assets		124,248,448
Liabilities:
Payable for capital shares redeemed		160,856
Payable upon return of securities loaned (Note 2)		3,911,975
Accrued expenses and other payables:
Investment advisory fees		83,787
Fund administration fees		9,531
Distribution fees		103
Administrative servicing fees		4,872
Accounting and transfer agent fees		509
Trustee fees		1,063
Custodian fees		1,227
Compliance program costs (Note 3)		173
Professional fees		31,167
Printing fees		3,610
Recoupment fees		2,893
Other		311
Total Liabilities		4,212,077
Net Assets	$	120,036,371
Represented by:
Capital	$	145,015,314
Accumulated undistributed net investment income		2,051,127
Accumulated net realized losses from investment and foreign currency transactions		(46,631,290	)
Net unrealized appreciation/(depreciation) from investments		19,599,024
Net unrealized appreciation/(depreciation) from translation of assets and liabilities denominated in foreign currencies		2,196
Net Assets	$	120,036,371
Net Assets:
Class A Shares	$	406,403
Class C Shares		20,559
Institutional Service Class Shares		119,578,990
Institutional Class Shares		30,419
Total	$	120,036,371

* Includes value of securities on loan of $3,726,478 (Note 2).

58

Statement of Assets and Liabilities (Continued)

October 31, 2013

	Nationwide International Value Fund
Shares Outstanding (unlimited number of shares authorized):
Class A Shares		60,263
Class C Shares		3,070
Institutional Service Class Shares		17,699,484
Institutional Class Shares		4,502
Total		17,767,319
Net asset value and redemption price per share (Net assets by class divided by shares outstanding by class, respectively):
Class A Shares (a)	$	6.74
Class C Shares (b)	$	6.70
Institutional Service Class Shares	$	6.76
Institutional Class Shares	$	6.76
Maximum offering price per share (100%/(100%-maximum sales charge) of net asset value adjusted to the nearest cent):
Class A Shares	$	7.15
Maximum Sales Charge:
Class A Shares		5.75	%

(a) For Class A Shares, the redemption price per share is reduced by 1.00% on sales of shares of original purchases of  $1,000,000 or more or that were not subject to a front-end sales charge made within 18 months of the purchase date.

(b) For Class C Shares, the redemption price per share is reduced by 1.00% for shares held less than one year.

The accompanying notes are an integral part of these financial statements.

59

Statement of Operations

For the Year Ended October 31, 2013

	Nationwide International Value Fund
INVESTMENT INCOME:
Dividend income	$	6,484,988
Income from securities lending (Note 2)		200,080
Foreign tax withholding		(485,329	)
Total Income		6,199,739
EXPENSES:
Investment advisory fees		1,671,961
Fund administration fees		127,437
Distribution fees Class A		860
Distribution fees Class C		189
Administrative servicing fees Class A		51
Administrative servicing fees Institutional Service Class		490,554
Registration and filing fees		46,040
Professional fees		61,794
Printing fees		9,926
Trustee fees		7,986
Custodian fees		9,028
Accounting and transfer agent fees		5,673
Compliance program costs (Note 3)		635
Recoupment fees (Note 3)		17,814
Other		9,650
Total expenses before earnings credit and expenses reimbursed		2,459,598
Earnings credit (Note 5)		(12	)
Expenses reimbursed by adviser (Note 3)		(2,896	)
Net Expenses		2,456,690
NET INVESTMENT INCOME		3,743,049
REALIZED/UNREALIZED GAINS (LOSSES) FROM INVESTMENTS:
Net realized gains from investment transactions		22,947,745
Net realized losses from foreign currency transactions (Note 2)		(41,604	)
Net realized gains from investment and foreign currency transactions		22,906,141
Net change in unrealized appreciation/(depreciation) from investments		6,166,557
Net change in unrealized appreciation/(depreciation) from translation of assets and liabilities denominated in foreign currencies		17,750
Net change in unrealized appreciation/(depreciation) from investments and translation of assets and liabilities denominated in foreign currencies		6,184,307
Net realized/unrealized gains from investments, foreign currency transactions, and translation of assets and liabilities denominated in foreign currencies		29,090,448
CHANGE IN NET ASSETS RESULTING FROM OPERATIONS	$	32,833,497

The accompanying notes are an integral part of these financial statements.

60

Statements of Changes in Net Assets

	Nationwide International Value Fund
	Year Ended October 31, 2013			Year Ended October 31, 2012
Operations:
Net investment income	$	3,743,049		$	3,598,474
Net realized gains/(losses) from investment transactions investment and foreign currency transactions		22,906,141			(13,828,767	)
Net change in unrealized appreciation/(depreciation) from investments and translation of assets and liabilities denominated in foreign currencies		6,184,307			26,731,056
Change in net assets resulting from operations		32,833,497			16,500,763
Distributions to Shareholders From:
Net investment income:
Class A		(8,624	)		(10,647	)
Class C		(352	)		(275	)
Institutional Service Class		(5,110,805	)		(2,873,956	)
Institutional Class		(816	)		(698	)
Change in net assets from shareholder distributions		(5,120,597	)		(2,885,576	)
Change in net assets from capital transactions		(100,694,808	)		79,960,971
Change in net assets		(72,981,908	)		93,576,158
Net Assets:
Beginning of year		193,018,279			99,442,121
End of year	$	120,036,371		$	193,018,279
Accumulated undistributed net investment income at end of year	$	2,051,127		$	2,412,785
CAPITAL TRANSACTIONS:
Class A Shares
Proceeds from shares issued	$	183,759		$	23,576
Dividends reinvested		8,624			10,647
Cost of shares redeemed		(252,537	)		(26,038	)
Total Class A Shares		(60,154	)		8,185
Class C Shares
Proceeds from shares issued		–			–
Dividends reinvested		352			275
Cost of shares redeemed		(52	)		(52	)
Total Class C Shares		300			223
Institutional Service Class Shares
Proceeds from shares issued		13,774,602			95,919,592
Dividends reinvested		5,110,805			2,873,956
Cost of shares redeemed		(119,522,461	)		(18,841,683	)
Total Institutional Service Class Shares		(100,637,054	)		79,951,865
Institutional Class Shares
Proceeds from shares issued		4,375			–
Dividends reinvested		816			698
Cost of shares redeemed		(3,091	)		–
Total Institutional Class Shares		2,100			698
Change in net assets from capital transactions	$	(100,694,808	)	$	79,960,971

61

Statements of Changes in Net Assets (Continued)

	Nationwide International Value Fund
	Year Ended October 31, 2013			Year Ended October 31, 2012
SHARE TRANSACTIONS:
Class A Shares
Issued		28,882			4,319
Reinvested		1,408			2,158
Redeemed		(41,852	)		(4,768	)
Total Class A Shares		(11,562	)		1,709
Class C Shares
Issued		–			–
Reinvested		59			57
Redeemed		(9	)		(10	)
Total Class C Shares		50			47
Institutional Service Class Shares
Issued		2,227,741			18,516,557
Reinvested		846,537			579,361
Redeemed		(18,737,602	)		(3,386,736	)
Total Institutional Service Class Shares		(15,663,324	)		15,709,182
Institutional Class Shares
Issued		678			–
Reinvested		133			141
Redeemed		(455	)		–
Total Institutional Class Shares		356			141
Total change in shares		(15,674,480	)		15,711,079

Amounts designated as “–” are zero or have been rounded to zero.

The accompanying notes are an integral part of these financial statements.

62

Financial Highlights

Selected data for each share of capital outstanding throughout the periods indicated

Nationwide International Value Fund

			Operations								Distributions											Ratios/Supplemental Data
	Net Asset Value, Beginning of Period		Net Investment Income		Net Realized and Unrealized Gains (Losses) from Investments			Total from Operations			Net Investment Income			Total Distributions			Net Asset Value, End of Period		Total Return (a)			Net Assets at End of Period		Ratio of Expenses to Average Net Assets			Ratio of Net Investment Income to Average Net  Assets			Ratio of Expenses (Prior to Reimbursements) to Average Net Assets (b)			Portfolio Turnover (c)
Class A Shares
Year Ended October 31, 2013 (d)	$	5.76		0.12		1.03			1.15			(0.17	)		(0.17	)	$	6.74		20.27	%	$	406,403		1.26	%		1.90	%		1.28	%		25.50	%
Year Ended October 31, 2012 (d)	$	5.60		0.11		0.20			0.31			(0.15	)		(0.15	)	$	5.76		6.02	%	$	413,861		1.25	%		2.00	%		1.26	%		80.92	%
Year Ended October 31, 2011 (d)	$	6.43		0.11		(0.76	)		(0.65	)		(0.18	)		(0.18	)	$	5.60		(10.40	%)	$	392,730		1.25	%		1.78	%		1.29	%		121.25	%
Year Ended October 31, 2010 (d)	$	6.20		0.12		0.21			0.33			(0.10	)		(0.10	)	$	6.43		5.32	%	$	436,598		1.25	%		1.93	%		1.29	%		50.87	%
Year Ended October 31, 2009 (d)	$	4.95		0.07		1.18			1.25			–			–		$	6.20		25.25	%	$	384,923		1.25	%		1.31	%		1.34	%		54.37	%
Class C Shares
Year Ended October 31, 2013 (d)	$	5.72		0.07		1.03			1.10			(0.12	)		(0.12	)	$	6.70		19.40	%	$	20,559		2.00	%		1.12	%		2.01	%		25.50	%
Year Ended October 31, 2012 (d)	$	5.53		0.07		0.21			0.28			(0.09	)		(0.09	)	$	5.72		5.39	%	$	17,263		2.00	%		1.26	%		2.01	%		80.92	%
Year Ended October 31, 2011 (d)	$	6.37		0.07		(0.76	)		(0.69	)		(0.15	)		(0.15	)	$	5.53		(11.17	%)	$	16,455		2.00	%		1.12	%		2.04	%		121.25	%
Year Ended October 31, 2010 (d)	$	6.15		0.05		0.22			0.27			(0.05	)		(0.05	)	$	6.37		4.48	%	$	17,384		2.00	%		0.77	%		2.04	%		50.87	%
Year Ended October 31, 2009 (d)	$	4.95		0.07		1.13			1.20			–			–		$	6.15		24.24	%	$	6,154		2.00	%		1.36	%		2.12	%		54.37	%
Institutional Service Class Shares
Year Ended October 31, 2013 (d)	$	5.77		0.12		1.04			1.16			(0.17	)		(0.17	)	$	6.76		20.42	%	$	119,578,990		1.25	%		1.90	%		1.25	%		25.50	%
Year Ended October 31, 2012 (d)	$	5.61		0.12		0.19			0.31			(0.15	)		(0.15	)	$	5.77		6.02	%	$	192,563,202		1.25	%		2.13	%		1.25	%		80.92	%
Year Ended October 31, 2011 (d)	$	6.43		0.12		(0.76	)		(0.64	)		(0.18	)		(0.18	)	$	5.61		(10.29	%)	$	99,010,403		1.24	%		1.86	%		1.28	%		121.25	%
Year Ended October 31, 2010 (d)	$	6.21		0.10		0.21			0.31			(0.09	)		(0.09	)	$	6.43		5.10	%	$	125,964,780		1.25	%		1.68	%		1.29	%		50.87	%
Year Ended October 31, 2009 (d)	$	4.96		0.11		1.14			1.25			–			–		$	6.21		25.21	%	$	132,254,218		1.25	%		2.19	%		1.36	%		54.37	%
Institutional Class Shares
Year Ended October 31, 2013 (d)	$	5.78		0.13		1.04			1.17			(0.19	)		(0.19	)	$	6.76		20.64	%	$	30,419		1.00	%		2.12	%		1.01	%		25.50	%
Year Ended October 31, 2012 (d)	$	5.63		0.12		0.20			0.32			(0.17	)		(0.17	)	$	5.78		6.28	%	$	23,953		1.00	%		2.26	%		1.01	%		80.92	%
Year Ended October 31, 2011 (d)	$	6.45		0.13		(0.75	)		(0.62	)		(0.20	)		(0.20	)	$	5.63		(10.03	%)	$	22,533		1.00	%		2.10	%		1.04	%		121.25	%
Year Ended October 31, 2010 (d)	$	6.23		0.12		0.21			0.33			(0.11	)		(0.11	)	$	6.45		5.32	%	$	25,077		1.00	%		1.94	%		1.04	%		50.87	%
Year Ended October 31, 2009 (d)	$	4.97		0.12		1.15			1.27			(0.01	)		(0.01	)	$	6.23		25.49	%	$	23,785		1.00	%		2.44	%		1.11	%		54.37	%

Amounts designated as “–” are zero or have been rounded to zero.

(a) Excludes sales charge.

(b) During the period, certain fees may have been waived and/or reimbursed. If such waivers/reimbursements had not occurred, the ratios would have been as indicated.

(c) Portfolio turnover is calculated on the basis of the Fund as a whole without distinguishing among the classes of shares.

(d) Per share calculations were performed using average shares method.

The accompanying notes are an integral part of these financial statements.

63

Fund Commentary Nationwide Small Company Growth Fund

For the annual period ended October 31, 2013, the Nationwide Small Company Growth Fund (Institutional Service Class) returned 44.70% versus 39.84% for its benchmark, the Russell 2000® Growth Index. For broader comparison, the median return for the Fund’s closest Lipper peer category of Small-Cap Growth Funds (consisting of 501 funds as of October 31, 2013) was 37.26% for the same time period.

Performance was due to many strong performers spread broadly across the Fund’s sectors. Among the top performers were Medidata Solutions and Cantel Medical (both Medical/ Healthcare), Tyler Technologies (Information/ Knowledge Management) and Cognex (Industrial Products & Systems). On the downside, the worst detractors were Vocera Communications (Information/ Knowledge Management) and Nuance Communications (Business Services). Accelrys and Medicis Pharmaceutical (both Medical/ Healthcare) were the next-lowest contributors to performance, although both had positive total returns during the period.

No derivatives were used during the period. Brown Capital Management LLC’s (“Brown”) portfolio strategy is benchmark agnostic, and is not in any way structured relative to a benchmark. Therefore, Brown does not provide attribution analysis relative to a benchmark.

Medidata Solutions, the Fund’s top performer during the period, is the type of company management wants represented in its small company portfolios for the long term. The small company service first invested in Medidata in December 2010 and the excerpt below is from Brown’s research report. At that time, and it remains today, management’s rationale for investing in Medidata Solutions includes the following:

Medidata Solutions provides hosted clinical development solutions including a comprehensive platform that integrates electronic data capture (EDC) with a clinical data management system (CDMS) that replaces the traditional manual, paper-based process of collecting and managing clinical trial data. The company’s products and services enable clinical developers to streamline

the design, planning and management of the clinical development process, and therefore more efficiently conduct complex development programs, especially clinical trials. Clients include pharmaceutical, biotechnology and medical device companies, academic institutions, research foundations, government agencies and contract research organizations (CROs). Typically the development portion accounts for more than half of the total discovery and development expenditure for a new drug candidate, which is currently running in the range of $1.0 billion to $1.5 billion. Thus, there is ample incentive to use products and services that directly save time, money and headaches as well as, indirectly, lives. Equally important is enhanced decision-making that often leads to exceptional value-creating discoveries.

Medidata Solutions is fueled by the quality of its products and services to help change advanced biological data into actionable clinical information, constructively impacting the quality of patient healthcare. With its record, the company has clearly met the challenge of delivering effective functionality, which defines it as a potentially extraordinary, value-creating enterprise. Overall, Medidata Solutions has critical mass, financial resources, momentum, profitability, a contemporary business model, as well as competent, innovative technological and management skills to grow the enterprise into an exceptional larger company over the long term.

As mentioned above, the Fund’s worst detractor for the period was Vocera Communications. This company develops mobile communications systems for hospitals which help to improve labor efficiency and productivity, and increase the quality of patient care through faster, more direct communication between hospital employees. The company has a leading position with a differentiated and patented technology platform in an under-penetrated market. On May 3, 2013, Vocera reported weak first-quarter revenues and earnings numbers and also reduced full-year guidance. As a result, the company’s stock price declined significantly. Subsequently Brown updated its analysis of the company and met with the company’s senior management team. Brown’s

64

Fund Commentary (con’t.) Nationwide Small Company Growth Fund

takeaway was that while the company faces some near-term challenges in terms of the current hospital spending environment and the need to improve execution by its sales force, its long-term revenue and earnings growth potential remains promising. It still has ample opportunity to grow through new product development and deeper penetration of existing accounts in both domestic and international markets, and also in non-healthcare markets. As a result, Brown purchased additional shares and increased Vocera’s weighting in the portfolio. The firm remains quite optimistic about the long-term potential of the portfolio overall. Of course, this does not mean that the portfolio is immune from negative company-specific events or that every portfolio holding will do well. And it most certainly does not mean that the portfolio will not be adversely affected by economic, political and/or other exogenous events. Brown does not spend its time determining probabilities for potential outcomes (political, economic or otherwise) and then subsequently reposition the portfolio to take advantage of these expected outcomes. Management does, however, assess and analyze the long-term fundamentals of industries and companies to determine whether an investment candidate or portfolio holding meets the criteria for its small company investment program.

At Brown Capital Management, the investment philosophy does not change quarter to quarter, and is not geared toward any specific market conditions or circumstances. While management is influenced by market movements, its consistent investment process does not change in anticipation of one or another type of market. Focusing on exceptional small companies that have the wherewithal to become exceptional large companies is where Brown concentrates its efforts. As long-term and benchmark agnostic investors, management’s style is a disciplined and patient implementation of its small company investment process. As always, Brown is committed to building and maintaining a winning investment program that meets the Fund’s required long-term investment needs.

Subadviser:

Brown Capital Management, LLC

Portfolio Managers:

Robert Hall, Kempton Ingersol, Keith Lee and Amy Zhang

The Fund is subject to the risks of investing in equity securities and risks associated with investing in stocks of smaller companies. The investment strategy of holding stocks for long time periods with an emphasis on particular industries or sectors may subject the Fund to above-average short-term volatility. Growth funds may underperform other funds that use different investing styles. High double-digit returns are unusual and cannot be sustained. Please refer to the summary prospectus for a more detailed explanation of the Fund’s principal risks.

A description of the benchmarks can be found on the Market Index Definitions page at the back of this book.

65

Fund Overview Nationwide Small Company Growth Fund

Objective

The Fund seeks long-term capital appreciation. Current income is a secondary consideration in selecting portfolio investments.

Highlights

Ÿ The Nationwide Small Company Growth Fund Institutional Service Class returned 44.7% for the annual period, outperforming the Index by 4.86% and outperforming the Lipper peer category median by 7.44%.

Ÿ Performance was due to many strong performers spread broadly across the Fund’s sectors, with top performers including Medidata Solutions and Cantel Medical (both Medical/Healthcare), Tyler Technologies (Information/Knowledge Management), and Cognex (Industrial Products & Systems).

Ÿ The worst detractors were Vocera Communications (Information/Knowledge Management) and Nuance Communications (Business Services). Accelrys and Medicis Pharmaceutical (both Medical/Healthcare) were the next-lowest contributors to performance, although both had positive total returns during the period.

Asset Allocation†

Common Stocks	93.2%
Mutual Fund	6.8%
Other assets in excess of liabilities††	0.0%
	100.0%

Top Holdings†††

Fidelity Institutional Money Market Fund — Institutional Class	6.8%
CARBO Ceramics, Inc.	3.9%
Manhattan Associates, Inc.	3.8%
Tyler Technologies, Inc.	3.7%
Neogen Corp.	3.6%
NIC, Inc.	3.5%
Cantel Medical Corp.	3.5%
FEI Co.	3.4%
Cognex Corp.	3.4%
Netscout Systems, Inc.	3.3%
Other Holdings	61.1%
	100.0%

Top Industries†††

Software	30.6%
Health Care Equipment & Supplies	13.3%
Electronic Equipment, Instruments & Components	12.0%
Health Care Technology	7.9%
Energy Equipment & Services	6.9%
Semiconductors & Semiconductor Equipment	5.2%
Machinery	3.9%
Internet Software & Services	3.5%
Life Sciences Tools & Services	3.5%
Chemicals	2.9%
Other Industries	10.3%
	100.0%

† Percentages indicated are based upon net assets as of October 31, 2013.

†† Amount rounds to less than 0.1%.

††† Percentages indicated are based upon total investments as of October 31, 2013.

66

Fund Performance Nationwide Small Company Growth Fund

Average Annual Total Return

(For periods ended October 31, 2013)		1 Yr.		Inception4
Class A	w/o SC1		44.46%		30.44%
	w/ SC2		36.11%		26.28%
Institutional Service Class3			44.70%		30.68%

Expense Ratios

	Gross Expense Ratio*	Net Expense Ratio*
Class A	7.68%		1.44%
Institutional Service Class	7.43%		1.19%

*Current effective prospectus dated March 1, 2013. The difference between gross and net operating expenses reflects contractual waivers in place through February 28, 2014. Please see the Fund’s most recent prospectus for details.

All figures showing the effect of a sales charge (SC) reflect the maximum charge possible, because it has the most significant effect on performance data.

¹  These returns do not reflect the effects of SCs.

²  A 5.75% front-end sales charge was deducted.

³  Not subject to any sales charges.

⁴  Since inception date of January 3, 2012.

67

Fund Performance (con’t.) Nationwide Small Company Growth Fund

Performance of a $10,000 Investment

Investment return and principal value will fluctuate, and when redeemed, shares may be worth more or less than original cost. Past performance is no guarantee of future results and does not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares. Investing in mutual funds involves market risk, including loss of principal. Performance returns assume the reinvestment of all distributions.

Comparative performance of $10,000 invested in Institutional Service Class shares of the Nationwide Small Company Growth Fund from inception through 10/31/13 versus the Russell 2000® Growth Index and the Consumer Price Index (CPI) from 2/1/12 through 10/31/13. Unlike the Fund, the performance for these unmanaged indexes does not reflect any fees, expenses, or sales charges. Investors cannot invest directly in market indexes. A description of the benchmarks can be found on the Market Index Definitions page at the back of this book.

68

Shareholder Expense Example Nationwide Small Company Growth Fund

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, including sales charges (loads) paid on purchase payments and redemption fees; and (2) ongoing costs, including investment advisory fees, administration fees, distribution fees and other Fund expenses. The examples below are intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds. Per Securities and Exchange Commission (“SEC”) requirements, the examples assume that you had a $1,000 investment in the Class at the beginning of the reporting period (May 1, 2013) and continued to hold your shares at the end of the reporting period (October 31, 2013).

Actual Expenses

For each Class of the Fund in the table below, the first line provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid from May 1, 2013 through October 31, 2013. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line of each Class under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.

Hypothetical Expenses for Comparison Purposes

The second line of each Class in the table below provides information about hypothetical account values and hypothetical expenses based on the Class’ actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Class’ actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period from May 1, 2013 through October 31, 2013. You may use this information to compare the ongoing costs of investing in the Class of the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transaction costs, such as sales charges (loads) or redemption fees. If these transaction costs were included, your costs would have been higher. Therefore, the second line for each Class in the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. The examples also assume all dividends and distributions are reinvested.

Schedule of Shareholder Expenses

Expense Analysis of a $1,000 Investment

Nationwide Small Company Growth Fund October 31, 2013			Beginning Account Value ($) 05/01/13	Ending Account Value ($) 10/31/13	Expenses Paid During Period ($) 05/01/13 - 10/31/13	Expense Ratio During Period (%) 05/01/13 - 10/31/13
Class A Shares	Actual	a	1,000.00	1,248.00	6.80	1.20
	Hypothetical	a,b	1,000.00	1,019.16	6.11	1.20
Institutional Service	Actual	a	1,000.00	1,249.20	5.33	0.94
Class Shares	Hypothetical	a,b	1,000.00	1,020.47	4.79	0.94

a Expenses are equal to the Fund’s annualized expense ratio multiplied by the average account value from May 1, 2013 through October 31, 2013 multiplied to reflect one-half year period. The expense ratio presented represents a six-month, annualized ratio in accordance with Securities and Exchange Commission guidelines.

b Represents the hypothetical 5% return before expenses.

69

Statement of Investments

October 31, 2013

Nationwide Small Company Growth Fund

Common Stocks 93.2%
	Shares		Market Value
Biotechnology 2.3%
Incyte Corp., Ltd.*		34,567	$	1,348,113
Chemicals 2.9%
Balchem Corp.		30,554		1,749,522
Commercial Services & Supplies 1.2%
EnerNOC, Inc.*		42,925		713,843
Electronic Equipment, Instruments & Components 12.0%
Cognex Corp.		64,120		2,003,750
Dolby Laboratories, Inc., Class A		6,641		237,349
DTS, Inc.*		10,328		206,560
FEI Co.		22,993		2,048,216
FLIR Systems, Inc.		41,031		1,168,563
Measurement Specialties, Inc.*		26,600		1,482,418
				7,146,856
Energy Equipment & Services 6.9%
CARBO Ceramics, Inc.		18,365		2,301,869
Geospace Technologies Corp.*		18,707		1,822,436
				4,124,305
Health Care Equipment & Supplies 13.3%
Abaxis, Inc.		42,001		1,500,696
Cantel Medical Corp.		60,055		2,107,930
Meridian Bioscience, Inc.		48,624		1,201,985
Neogen Corp.*		46,985		2,171,624
Quidel Corp.*		39,204		968,339
				7,950,574
Health Care Technology 7.9%
MedAssets, Inc.*		64,340		1,481,750
Medidata Solutions, Inc.*		17,094		1,885,639
Quality Systems, Inc.		24,542		560,049
Vocera Communications, Inc.*		46,647		785,069
				4,712,507
Internet Software & Services 3.5%
NIC, Inc.		85,654		2,108,801
Life Sciences Tools & Services 3.5%
Bruker Corp.*		20,513		419,491
Techne Corp.		18,910		1,652,545
				2,072,036
Machinery 3.9%
Dynamic Materials Corp.		23,233		513,449
Sun Hydraulics Corp.		46,182		1,832,502
				2,345,951
Semiconductors & Semiconductor Equipment 5.2%
Diodes, Inc.*		55,153		1,335,806
Hittite Microwave Corp.*		27,251		1,741,066
				3,076,872

Common Stocks (continued)
	Shares		Market Value
Software 30.6%
Accelrys, Inc.*		86,155	$	805,549
ACI Worldwide, Inc.*		35,176		1,938,901
American Software, Inc., Class A		64,953		568,339
ANSYS, Inc.*		20,680		1,808,466
Blackbaud, Inc.		51,113		1,840,068
Concur Technologies, Inc.*		16,929		1,770,774
Manhattan Associates, Inc.*		21,228		2,260,994
Netscout Systems, Inc.*		69,223		1,960,395
Nuance Communications, Inc.*		66,177		1,029,714
PROS Holdings, Inc.*		53,597		1,894,654
Rovi Corp.*		11,642		195,120
Tyler Technologies, Inc.*		22,787		2,203,731
				18,276,705
Total Common Stocks (cost $48,884,855)				55,626,085
Mutual Fund 6.8%
Money Market Fund 6.8%
Fidelity Institutional Money Market Fund — Institutional Class, 0.08% (a)		4,075,054		4,075,054
Total Mutual Fund (cost $4,075,054)				4,075,054
Total Investments (cost $52,959,909) (b) — 100.0%				59,701,139
Other assets in excess of liabilities — 0.0%†				3,476
NET ASSETS — 100.0%			$	59,704,615

* Denotes a non-income producing security.

(a) Represents 7-day effective yield as of October 31, 2013.

(b) See notes to financial statements for tax unrealized appreciation/ (depreciation) of securities.

† Amount rounds to less than 0.1%.

Ltd. Limited

The accompanying notes are an integral part of these financial statements.

70

Statement of Assets and Liabilities

October 31, 2013

	Nationwide Small Company Growth Fund
Assets:
Investments, at value (cost $52,959,909)	$	59,701,139
Dividends receivable		5,818
Receivable for capital shares issued		52,409
Prepaid expenses		30
Total Assets		59,759,396
Liabilities:
Payable for capital shares redeemed		2,117
Accrued expenses and other payables:
Investment advisory fees		24,965
Fund administration fees		7,959
Distribution fees		152
Accounting and transfer agent fees		205
Trustee fees		1,465
Custodian fees		34
Compliance program costs (Note 3)		132
Professional fees		16,804
Printing fees		751
Other		197
Total Liabilities		54,781
Net Assets	$	59,704,615
Represented by:
Capital	$	52,831,442
Accumulated distributions in excess of net investment loss		(19,348	)
Accumulated net realized gains from investment transactions		151,291
Net unrealized appreciation/(depreciation) from investments		6,741,230
Net Assets	$	59,704,615

71

Statement of Assets and Liabilities (Continued)

October 31, 2013

	Nationwide Small Company Growth Fund
Net Assets:
Class A Shares	$	730,412
Institutional Service Class Shares		58,974,203
Total	$	59,704,615
Shares Outstanding (unlimited number of shares authorized):
Class A Shares		45,659
Institutional Service Class Shares		3,689,216
Total		3,734,875
Net asset value and redemption price per share (Net assets by class divided by shares outstanding by class, respectively):
Class A Shares (a)	$	16.00
Institutional Service Class Shares	$	15.99
Maximum offering price per share (100%/(100%-maximum sales charge) of net asset value adjusted to the nearest cent):
Class A Shares	$	16.98
Maximum Sales Charge:
Class A Shares		5.75	%

(a) For Class A Shares, the redemption price per share is reduced by 1.00% on sales of shares of original purchases of $1,000,000 or more or that were not subject to a front-end sales charge made within 18 months of the purchase date.

The accompanying notes are an integral part of these financial statements.

72

Statement of Operations

For the Year Ended October 31, 2013

	Nationwide Small Company Growth Fund
INVESTMENT INCOME:
Dividend income	$	74,830
Income from securities lending (Note 2)		661
Total Income		75,491
EXPENSES:
Organization and offering costs		16,129
Investment advisory fees		135,318
Fund administration fees		83,708
Distribution fees Class A		850
Administrative servicing fees Class A		38
Registration and filing fees		33,469
Professional fees		39,031
Printing fees		8,912
Trustee fees		1,757
Custodian fees		455
Accounting and transfer agent fees		487
Compliance program costs (Note 3)		168
Other		2,683
Total expenses before earnings credit and expenses reimbursed		323,005
Earnings credit (Note 5)		(9	)
Expenses reimbursed by adviser (Note 3)		(179,353	)
Net Expenses		143,643
NET INVESTMENT LOSS		(68,152	)
REALIZED/UNREALIZED GAINS (LOSSES) FROM INVESTMENTS:
Net realized gains from investment transactions		222,246
Net change in unrealized appreciation/(depreciation) from investments		6,384,899
Net realized/unrealized gains from investments		6,607,145
CHANGE IN NET ASSETS RESULTING FROM OPERATIONS	$	6,538,993

The accompanying notes are an integral part of these financial statements.

73

Statements of Changes in Net Assets

	Nationwide Small Company Growth Fund
	Year Ended October 31, 2013			Period Ended October 31,  2012 (a)
Operations:
Net investment loss	$	(68,152	)	$	(11,623	)
Net realized gains from investment transactions		222,246			63,375
Net change in unrealized appreciation/(depreciation) from investments		6,384,899			356,331
Change in net assets resulting from operations		6,538,993			408,083
Distributions to Shareholders From:
Net investment income:
Class A		(63	)		–
Institutional Service Class		(31,556	)		–
Net realized gains:
Class A		(329	)		–
Institutional Service Class		(63,071	)		–
Change in net assets from shareholder distributions		(95,019	)		–
Change in net assets from capital transactions		48,636,808			4,215,750
Change in net assets		55,080,782			4,623,833
Net Assets:
Beginning of year		4,623,833			–
End of year	$	59,704,615		$	4,623,833
Accumulated undistributed (distributions in excess of) net investment loss at end of year	$	(19,348	)	$	11,066
CAPITAL TRANSACTIONS:
Class A Shares
Proceeds from shares issued	$	1,122,714		$	23,010
Dividends reinvested		392			–
Cost of shares redeemed		(535,612	)		(1	)
Total A Shares		587,494			23,009
Institutional Service Class Shares
Proceeds from shares issued		52,083,524			4,397,372
Dividends reinvested		94,627			–
Cost of shares redeemed		(4,128,837	)		(204,631	)
Total Institutional Service Class Shares		48,049,314			4,192,741
Change in net assets from capital transactions	$	48,636,808		$	4,215,750

(a) For the period from January 4, 2012 (commencement of operations) through October 31, 2012.

74

Statements of Changes in Net Assets (Continued)

	Nationwide Small Company Growth Fund
	Year Ended October 31, 2013			Period Ended October 31,  2012 (a)
SHARE TRANSACTIONS:
Class A Shares
Issued		82,207			2,182
Reinvested		34			–
Redeemed		(38,764	)		–
Total A Shares		43,477			2,182
Institutional Service Class Shares
Issued		3,564,106			427,224
Reinvested		8,236			–
Redeemed		(291,287	)		(19,063	)
Total Institutional Service Class Shares		3,281,055			408,161
Total change in shares		3,324,532			410,343

Amounts designated as”–” are zero or have been rounded to zero.

(a) For the period from January 4, 2012 (commencement of operations) through October 31, 2012.

The accompanying notes are an integral part of these financial statements.

75

Financial Highlights

Selected data for each share of capital outstanding throughout the periods indicated

Nationwide Small Company Growth Fund

			Operations							Distributions													Ratios/Supplemental Data
	Net Asset Value, Beginning of Period		Net Investment Loss			Net Realized and Unrealized Gains from Investments		Total from Operations		Net Investment Income			Net Realized Gains			Total Distributions			Net Asset Value, End of Period		Total Return (a)(b)		Net Assets at End of Period		Ratio of Expenses to Average Net Assets (c)		Ratio of Net Investment Loss to Average Net Assets  (c)			Ratio of Expenses (Prior to Reimbursements) to  Average Net Assets (c)(d)		Portfolio Turnover (e)
Class A Shares
Year Ended October 31, 2013 (f)	$	11.26		(0.11	)		5.03		4.92		(0.03	)		(0.15	)		(0.18	)	$	16.00		44.46%	$	730,412		1.20%		(0.81	)%		2.46%		4.05%
Period Ended October 31, 2012 (f)(g)	$	10.00		(0.06	)		1.32		1.26		–			–			–		$	11.26		12.50%	$	24,561		1.19%		(0.73	)%		8.37%		9.58%
Institutional Service Class Shares
Year Ended October 31, 2013 (f)	$	11.27		(0.06	)		5.01		4.95		(0.08	)		(0.15	)		(0.23	)	$	15.99		44.70%	$	58,974,203		0.94%		(0.44	)%		2.12%		4.05%
Period Ended October 31, 2012 (f)(g)	$	10.00		(0.04	)		1.31		1.27		–			–			–		$	11.27		12.70%	$	4,599,272		0.94%		(0.48	)%		7.38%		9.58%

Amounts designated as “–” are zero or have been rounded to zero.

(a) Excludes sales charge.

(b) Not annualized for periods less than one year.

(c) Annualized for periods less than one year.

(d) During the period, certain fees may have been waived and/or reimbursed. If such waivers/reimbursements had not occurred, the ratios would have been as indicated.

(e) Portfolio turnover is calculated on the basis of the Fund as a whole without distinguishing among the classes of shares.

(f) Per share calculations were performed using average shares method.

(g) For the period from January 4, 2012 (commencement of operations) through October 31, 2012.

The accompanying notes are an integral part of these financial statements.

76

Fund Commentary Nationwide U.S. Small Cap Value Fund

For the annual period ended October 31, 2013, the Nationwide U.S. Small Cap Value Fund (Institutional Service Class) returned 38.31% versus 32.83% for its benchmark, the Russell 2000® Value Index. For broader comparison, the median return for the Fund’s closest Lipper peer category of Small-Cap Value Funds (consisting of 302 funds as of October 31, 2013) was 35.45% for the same time period.

U.S. stocks delivered very strong returns in the one-year period ended October 31, 2013. The annual return for the broad U.S. market, as measured by the Russell 3000® Index, was 29.0%. Asset class returns ranged from a low of 28.3% for large-cap value stocks to a high of 39.8% for small-cap growth stocks.

Looking at the relative price dimension, low relative price (value stocks) underperformed high relative price (growth stocks) across the broad market. Using the Russell Indexes as proxies, large-cap value stocks (Russell 1000® Value Index) performed in line with large-cap growth stocks (Russell 1000® Growth Index), while small-cap value stocks (Russell 2000 Value Index) underperformed small-cap growth stocks (Russell 2000® Growth Index) by 7.0%.

Along the size dimension, small caps (Russell 2000® Index) outperformed large caps (Russell 1000® Index) by 7.9% during the period. The portfolio is constructed to capture the expected long-term premiums associated with small-cap and mid-cap value stocks.

The primary driver of the portfolio’s relative outperformance was the portfolio’s exclusion of small-cap REITs and highly regulated utilities, both of which significantly underperformed during the period. Small-cap REITs and utilities returned 15.7% and 13.7%, respectively, and represented approximately 13% and 6%, respectively, of the benchmark during the period. As a result, the portfolio’s exclusion of REITs and highly regulated utilities significantly contributed to the portfolio’s relative performance for the one-year period. The portfolio intentionally excludes REITs and highly regulated utilities because research shows they tend to behave differently than common equities and over the

long-term are not expected to deliver the same return premiums as small-cap and mid-cap value stocks.

The portfolio also defines value stocks differently than the benchmark. As a result, even though value stocks, as measured by the benchmark, underperformed growth stocks, the portfolio’s holdings of value stocks outperformed the benchmark, especially in financials and industrials.

The portfolio is broadly diversified and held over 1,450 different stocks during the one-year period. Differences in these holdings versus the benchmark also contributed to outperformance. The portfolio held overweight positions in a number of stocks that had very strong returns, particularly in the consumer discretionary sector.

Subadviser:

Dimensional Fund Advisors LP

Portfolio Managers:

Joseph H. Chi, Jed S. Fogdall and Henry F. Gray

The Fund is subject to the risks of investing in equity securities and risks associated with investing in stocks of smaller companies. The Fund also is subject to risks associated with using a targeted strategy for stock selection. Value funds may underperform other funds that use different investing styles. High double-digit returns are unusual and cannot be sustained. Please refer to the summary prospectus for a more detailed explanation of the Fund’s principal risks.

A description of the benchmarks can be found on the Market Index Definitions page at the back of this book.

77

Fund Overview Nationwide U.S. Small Cap Value Fund

Objective

The Fund seeks long-term capital appreciation.

Highlights

Ÿ The Nationwide U.S. Small Cap Value Fund (Institutional Service Class) returned 38.31% for the annual period, outperforming the Index by 5.48% and outperforming the Lipper peer category median by 2.86%.

Ÿ The primary driver of the portfolio’s relative outperformance was the portfolio’s exclusion of small-cap REITs and highly regulated utilities, both of which significantly underperformed during the period.

Ÿ The portfolio also defines value stocks differently than the benchmark. As a result, even though value stocks, as measured by the benchmark, underperformed growth stocks, the portfolio’s holding of value stocks outperformed the benchmark, especially in financials and industrials.

Asset Allocation†

Common Stocks	99.3%
Repurchase Agreements	6.4%
Mutual Fund	1.4%
Right††	0.0%
Warrants††	0.0%
Liabilities in excess of other assets†††	(7.1)%
	100.0%

Top Industries ††††

Commercial Banks	7.8%
Insurance	7.2%
Energy Equipment & Services	4.7%
Semiconductors & Semiconductor Equipment	4.6%
Specialty Retail	4.6%
Oil, Gas & Consumable Fuels	4.0%
Electronic Equipment, Instruments & Components	3.8%
Machinery	3.2%
Metals & Mining	2.9%
Health Care Providers & Services	2.7%
Other Industries*	54.5%
	100.0%

Top Holdings††††

Fidelity Institutional Money Market Fund —Institutional Class	1.3%
GameStop Corp., Class A	1.0%
American Capital Ltd.	0.6%
Trinity Industries, Inc.	0.5%
Dillard’s, Inc., Class A	0.5%
Cabela’s, Inc.	0.5%
Ingram Micro, Inc., Class A	0.5%
Domtar Corp.	0.4%
CNO Financial Group, Inc.	0.4%
Susquehanna Bancshares, Inc.	0.4%
Other Holdings*	93.9%
	100.0%

† Percentages indicated are based upon net assets as of October 31, 2013.

†† Amount rounds to less than 0.1%.

††† Please refer to the Statement of Assets and Liabilities for additional details.

†††† Percentages indicated are based upon total investments as of October 31, 2013.

*  For purposes of listing top industries and top holdings, the repurchase agreements are included as part of Other.

78

Fund Performance Nationwide U.S. Small Cap Value Fund

Average Annual Total Return

(For periods ended October 31, 2013)		1 Yr.		5 Yr.		Inception5
Class A	w/o SC1		38.22%		17.53%		8.41%
	w/ SC2		30.29%		16.13%		7.32%
Class C	w/o SC1		37.31%		16.77%		7.71%
	w/ SC3		36.31%		16.77%		7.71%
Institutional Service Class4			38.31%		17.63%		8.53%
Institutional Class4			38.68%		17.94%		8.80%

Expense Ratios

	Gross Expense Ratio*	Net Expense Ratio*
Class A	1.50%		1.38%
Class C	2.21%		2.09%
Institutional Service Class	1.46%		1.34%
Institutional Class	1.21%		1.09%

*Current effective prospectus dated March 1, 2013. The difference between gross and net operating expenses reflects contractual waivers in place through February 28, 2014. Please see the Fund’s most recent prospectus for details.

All figures showing the effect of a sales charge (SC) reflect the maximum charge possible, because it has the most significant effect on performance data.

¹  These returns do not reflect the effects of SCs.

²  A 5.75% front-end sales charge was deducted.

³  A 1.00% contingent deferred sales charge was deducted from the one year return because it is charged when you sell Class C shares within the first year after purchase.

⁴  Not subject to any SCs.

⁵  Since inception date of December 21, 2007.

79

Fund Performance (con’t.) Nationwide U.S. Small Cap Value Fund

Performance of a $10,000 Investment

Investment return and principal value will fluctuate, and when redeemed, shares may be worth more or less than original cost. Past performance is no guarantee of future results and does not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares. Investing in mutual funds involves market risk, including loss of principal. Performance returns assume the reinvestment of all distributions.

Comparative performance of $10,000 invested in Institutional Service Class shares of the Nationwide U.S. Small Cap Value Fund from inception through 10/31/13 versus the Russell 2000® Value Index and the Consumer Price Index (CPI) from 1/1/08 through 10/31/13. Unlike the Fund, the returns for these unmanaged indexes do not reflect any fees, expenses, or sales charges. Investors cannot invest directly in market indexes. A description of the benchmarks can be found on the Market Index Definitions page at the back of this book.

80

Shareholder Expense Example Nationwide U.S. Small Cap Value Fund

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, including sales charges (loads) paid on purchase payments and redemption fees; and (2) ongoing costs, including investment advisory fees, administration fees, distribution fees and other Fund expenses. The examples below are intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds. Per Securities and Exchange Commission (“SEC”) requirements, the examples assume that you had a $1,000 investment in the Class at the beginning of the reporting period (May 1, 2013) and continued to hold your shares at the end of the reporting period (October 31, 2013).

Actual Expenses

For each Class of the Fund in the table below, the first line provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid from May 1, 2013 through October 31, 2013. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line of each Class under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.

Hypothetical Expenses for Comparison Purposes

The second line of each Class in the table below provides information about hypothetical account values and hypothetical expenses based on the Class’ actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Class’ actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period from May 1, 2013 through October 31, 2013. You may use this information to compare the ongoing costs of investing in the Class of the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transaction costs, such as sales charges (loads) or redemption fees. If these transaction costs were included, your costs would have been higher. Therefore, the second line for each Class in the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. The examples also assume all dividends and distributions are reinvested.

Schedule of Shareholder Expenses

Expense Analysis of a $1,000 Investment

Nationwide U.S. Small Cap Value Fund October 31, 2013			Beginning Account Value ($) 05/01/13	Ending Account Value ($) 10/31/13	Expenses Paid During Period ($) 05/01/13 - 10/31/13	Expense Ratio During Period (%) 05/01/13 - 10/31/13
Class A Shares	Actual	a	1,000.00	1,176.70	7.68	1.40
	Hypothetical	a,b	1,000.00	1,018.15	7.12	1.40
Class C Shares	Actual	a	1,000.00	1,172.60	11.45	2.09
	Hypothetical	a,b	1,000.00	1,014.67	10.61	2.09
Institutional Service Class Shares	Actual	a	1,000.00	1,177.70	7.36	1.34
	Hypothetical	a,b	1,000.00	1,018.45	6.82	1.34
Institutional Class Shares	Actual	a	1,000.00	1,178.70	5.99	1.09
	Hypothetical	a,b	1,000.00	1,019.71	5.55	1.09

a Expenses are equal to the Fund’s annualized expense ratio multiplied by the average account value from May 1, 2013 through October 31, 2013 multiplied to reflect one-half year period. The expense ratio presented represents a six-month, annualized ratio in accordance with Securities and Exchange Commission guidelines.

b Represents the hypothetical 5% return before expenses.

81

Statement of Investments

October 31, 2013

Nationwide U.S. Small Cap Value Fund

Common Stocks 99.3%
	Shares		Market Value
Aerospace & Defense 2.0%
AAR Corp.		7,515	$	220,039
Aerovironment, Inc.*		5,562		150,786
Alliant Techsystems, Inc.		1,445		157,317
Allied Defense Group, Inc. (The)* (a)(b)		400		2,100
American Science & Engineering, Inc.		86		5,657
Ascent Solar Technologies, Inc.* (c)		2,800		2,632
CPI Aerostructures, Inc.*		2,037		25,259
Curtiss-Wright Corp.		11,676		581,231
DigitalGlobe, Inc.*		14,495		461,231
Ducommun, Inc.*		2,494		62,001
Engility Holdings, Inc.*		5,302		164,203
Esterline Technologies Corp.*		4,536		363,606
Exelis, Inc.		854		14,082
Innovative Solutions & Support, Inc.		1,501		11,828
Kratos Defense & Security Solutions, Inc.*		19,461		165,029
LMI Aerospace, Inc.*		1,878		29,485
Moog, Inc., Class A*		1,999		119,400
National Presto Industries, Inc. (c)		200		14,110
Orbital Sciences Corp.*		14,597		336,753
SIFCO Industries, Inc.*		425		9,426
Sparton Corp.*		1,053		27,789
Sypris Solutions, Inc.		157		501
Triumph Group, Inc.		1,259		90,207
				3,014,672
Air Freight & Logistics 0.3%
Air Transport Services Group, Inc.*		12,644		91,543
Atlas Air Worldwide Holdings, Inc.*		6,677		247,249
Pacer International, Inc.*		4,368		34,857
UTi Worldwide, Inc.		7,920		120,384
XPO Logistics, Inc.* (c)		1,957		39,492
				533,525
Airlines 0.7%
Alaska Air Group, Inc.		3,832		270,769
Hawaiian Holdings, Inc.* (c)		17,790		146,768
JetBlue Airways Corp.* (c)		49,412		350,331
Republic Airways Holdings, Inc.*		13,806		162,635
SkyWest, Inc.		8,410		126,486
				1,056,989
Auto Components 0.9%
Cooper Tire & Rubber Co.		8,201		213,308
Dorman Products, Inc.		1,400		68,054
Federal-Mogul Corp.*		18,136		371,606
Fuel Systems Solutions, Inc.*		4,655		83,604
Modine Manufacturing Co.*		9,040		120,413
Motorcar Parts of America, Inc.*		2,200		30,096
Shiloh Industries, Inc.		1,847		30,328
Spartan Motors, Inc.		7,133		48,433
Standard Motor Products, Inc.		5,949		215,116
Stoneridge, Inc.*		7,092		90,494
Strattec Security Corp.		300		12,156

Common Stocks (continued)
	Shares		Market Value
Auto Components (continued)
Superior Industries International, Inc.		4,675	$	87,656
				1,371,264
Beverages 0.4%
Coca-Cola Bottling Co. Consolidated		840		53,189
Constellation Brands, Inc., Class A*		7,974		520,702
Craft Brew Alliance, Inc.*		2,481		40,242
MGP Ingredients, Inc.		4,229		22,371
Primo Water Corp.* (c)		4,800		11,952
				648,456
Biotechnology 0.2%
Arqule, Inc.*		2,846		6,403
Celldex Therapeutics, Inc.*		1,810		41,467
Codexis, Inc.* (c)		1,324		2,304
Emergent Biosolutions, Inc.*		8,785		171,571
Enzon Pharmaceuticals, Inc.		2,902		4,295
Maxygen, Inc.* (a)(c)		2,900		87
MediciNova, Inc.* (c)		1,469		3,628
Repligen Corp.*		2,489		27,230
Targacept, Inc.*		9,300		44,175
				301,160
Building Products 0.7%
American Woodmark Corp.*		1,000		33,920
Apogee Enterprises, Inc.		5,381		168,318
Builders FirstSource, Inc.*		1,000		7,410
Gibraltar Industries, Inc.*		5,968		95,548
Griffon Corp.		12,327		154,457
Insteel Industries, Inc.		3,880		64,369
Owens Corning, Inc.*		3,060		109,946
Quanex Building Products Corp.		7,482		133,030
Simpson Manufacturing Co., Inc.		5,368		190,295
Universal Forest Products, Inc.		2,109		111,608
				1,068,901
Capital Markets 1.8%
American Capital Ltd.*		63,170		885,012
Calamos Asset Management, Inc., Class A		4,093		40,193
Capital Southwest Corp.		2,433		79,973
Cowen Group, Inc., Class A*		35,110		139,387
E*TRADE Financial Corp.*		14,402		243,538
GFI Group, Inc.		17,572		60,975
Harris & Harris Group, Inc.*		5,889		18,432
ICG Group, Inc.*		4,315		70,378
INTL. FCStone, Inc.*		800		16,368
Investment Technology Group, Inc.*		1,497		23,982
Janus Capital Group, Inc.		36,073		356,040
JMP Group, Inc.		3,774		24,191
Legg Mason, Inc.		16,867		648,873
Manning & Napier, Inc.		868		14,409
MCG Capital Corp.		8,170		38,481
Medallion Financial Corp.		3,152		47,847

82

Statement of Investments (Continued)

October 31, 2013

Nationwide U.S. Small Cap Value Fund (Continued)

Common Stocks (continued)
	Shares		Market Value
Capital Markets (continued)
Oppenheimer Holdings, Inc., Class A		326	$	6,465
Piper Jaffray Cos.*		700		25,123
Safeguard Scientifics, Inc.*		3,366		58,737
SWS Group, Inc.*		3,400		19,142
				2,817,546
Chemicals 2.6%
A. Schulman, Inc.		5,552		183,882
American Pacific Corp.*		681		30,999
American Vanguard Corp.		3,565		93,047
Arabian American Development Co.*		100		910
Axiall Corp.		3,390		131,837
Cabot Corp.		7,797		363,418
Chase Corp.*		918		27,779
Chemtura Corp.*		9,364		229,418
Core Molding Technologies, Inc.*		1,940		20,952
Cytec Industries, Inc.		2,992		248,605
Ferro Corp.*		11,138		142,901
FutureFuel Corp.		4,447		77,422
H.B. Fuller Co.		6,127		293,300
Hawkins, Inc.		300		10,803
Huntsman Corp.		8,600		199,692
Innospec, Inc.		590		27,175
KMG Chemicals, Inc.		1,276		25,494
Kraton Performance Polymers, Inc.*		3,216		68,404
Landec Corp.*		5,776		67,637
Minerals Technologies, Inc.		4,564		258,459
Olin Corp. (c)		16,972		382,040
OM Group, Inc.*		5,533		188,122
OMNOVA Solutions, Inc.*		4,209		36,618
Penford Corp.*		1,600		21,760
PolyOne Corp.		5,792		175,498
Quaker Chemical Corp.		212		16,093
Sensient Technologies Corp.		5,500		286,715
Westlake Chemical Corp.		1,389		149,206
Zoltek Cos., Inc.*		8,468		141,416
				3,899,602
Commercial Banks 8.3%
1st Source Corp.		2,736		85,856
1st United Bancorp, Inc.		1,029		7,862
Access National Corp.		576		8,369
American National Bankshares, Inc.		1,325		30,396
Ameris Bancorp*		2,980		54,534
AmeriServ Financial, Inc.		1,800		5,652
Arrow Financial Corp. (c)		415		10,711
Associated Banc-Corp.		22,043		358,419
Bancfirst Corp.		209		11,614
Bancorp, Inc. (The)*		4,545		73,493
BancorpSouth, Inc.		8,554		189,043
Bank of Kentucky Financial Corp. (The)		171		4,927
Banner Corp.		3,228		123,503
Bar Harbor Bankshares		283		10,680

Common Stocks (continued)
	Shares		Market Value
Commercial Banks (continued)
BBCN Bancorp, Inc.		8,440	$	125,165
BCB Bancorp, Inc.		221		2,444
Boston Private Financial Holdings, Inc.		7,814		89,001
Bridge Bancorp, Inc.		111		2,563
Bryn Mawr Bank Corp.		471		13,122
C&F Financial Corp. (c)		177		9,542
Camden National Corp.		1,018		41,076
Capital Bank Financial Corp., Class A*		114		2,533
Capital City Bank Group, Inc.*		2,100		25,830
CapitalSource, Inc.		20,213		264,386
Cardinal Financial Corp.		3,473		57,305
Cathay General Bancorp		13,982		344,377
Center Bancorp, Inc.		1,488		22,261
Centerstate Banks, Inc.		2,591		25,547
Central Pacific Financial Corp.		1,133		20,870
Century Bancorp, Inc., Class A		138		4,485
Chemical Financial Corp.		1,317		38,575
City Holding Co.		879		39,995
CoBiz Financial, Inc.		5,513		59,816
Columbia Banking System, Inc.		3,034		77,943
Community Bank System, Inc.		4,100		148,871
Community Bankers Trust Corp.*		300		1,119
Community Trust Bancorp, Inc.		2,313		98,511
CVB Financial Corp.		7,379		107,291
Enterprise Bancorp, Inc.		332		6,487
Enterprise Financial Services Corp.		1,963		35,393
Fidelity Southern Corp.		1,338		20,436
Financial Institutions, Inc.		1,239		29,327
First Bancorp		2,007		30,065
First Bancorp, Inc.		939		16,348
First BanCorp, Puerto Rico*		10,570		58,664
First Busey Corp.		7,454		38,537
First Citizens Bancshares, Inc., Class A		100		21,173
First Commonwealth Financial Corp.		30,302		263,324
First Community Bancshares, Inc.		3,943		65,809
First Connecticut Bancorp, Inc.		935		13,726
First Financial Bancorp		3,773		58,557
First Financial Corp.		1,314		45,386
First Financial Holdings, Inc.		1,639		98,225
First Interstate BancSystem, Inc.		885		22,222
First Merchants Corp.		7,005		131,694
First Midwest Bancorp, Inc.		8,912		148,207
First Niagara Financial Group, Inc.		42,634		470,253
First South Bancorp, Inc.*		1,350		9,126
FirstMerit Corp.		9,372		210,495
Flushing Financial Corp.		3,341		67,121
FNB Corp.		12,066		150,946
German American Bancorp, Inc.		805		21,880
Glacier Bancorp, Inc.		5,383		148,732
Great Southern Bancorp, Inc.		1,161		32,601
Guaranty Bancorp		1,040		14,040
Hanmi Financial Corp.		5,805		101,471
Heartland Financial USA, Inc.		1,847		48,927

83

Statement of Investments (Continued)

October 31, 2013

Nationwide U.S. Small Cap Value Fund (Continued)

Common Stocks (continued)
	Shares		Market Value
Commercial Banks (continued)
Heritage Commerce Corp.		4,960	$	38,638
Heritage Financial Corp.		100		1,613
Home Federal Bancorp, Inc.		2,100		32,739
Horizon Bancorp		587		12,744
Hudson Valley Holding Corp.		1,861		34,410
IBERIABANK Corp.		6,833		399,252
Independent Bank Corp.		2,048		73,482
Independent Bank Corp., Michigan*		380		3,694
International Bancshares Corp.		14,074		321,591
Intervest Bancshares Corp.* (c)		2,354		17,161
Lakeland Bancorp, Inc.		4,466		50,912
Lakeland Financial Corp.		779		27,725
Macatawa Bank Corp.* (c)		3,062		15,034
MainSource Financial Group, Inc.		4,606		74,709
MB Financial, Inc.		8,210		243,837
MBT Financial Corp.*		2,200		8,448
Mercantile Bank Corp.		851		18,586
Merchants Bancshares, Inc.		662		19,847
Metro Bancorp, Inc.*		1,907		40,695
MetroCorp Bancshares, Inc.		775		11,106
MidSouth Bancorp, Inc.		770		11,689
MidWestOne Financial Group, Inc.		67		1,770
National Penn Bancshares, Inc.		13,300		137,921
NBT Bancorp, Inc.		647		15,767
NewBridge Bancorp*		2,450		18,277
North Valley Bancorp*		78		1,474
Northrim BanCorp, Inc.		444		11,144
OFG Bancorp		11,383		168,582
Old National Bancorp		6,911		100,486
Old Second Bancorp, Inc.*		1,500		7,155
OmniAmerican Bancorp, Inc.*		1,963		43,029
Pacific Continental Corp.		1,758		24,225
Pacific Mercantile Bancorp*		1,000		6,220
Pacific Premier Bancorp, Inc.*		1,418		19,724
PacWest Bancorp (c)		1,751		66,626
Park National Corp. (c)		600		47,532
Park Sterling Corp.		4,473		29,119
Peapack Gladstone Financial Corp.		703		12,893
Peoples Bancorp, Inc.		1,891		42,396
Pinnacle Financial Partners, Inc.*		6,100		189,100
Popular, Inc.*		8,323		210,156
Preferred Bank, Los Angeles*		1,261		24,236
PrivateBancorp, Inc.		12,137		295,657
Renasant Corp.		5,104		146,383
Republic Bancorp, Inc., Class A		3,383		77,877
Republic First Bancorp, Inc.*		1,723		5,427
S&T Bancorp, Inc.		2,138		52,424
Sandy Spring Bancorp, Inc.		2,707		66,294
Seacoast Banking Corp. of Florida*		7,563		17,244
Sierra Bancorp		1,950		36,914
Simmons First National Corp., Class A		1,967		64,400
Southern Community Financial Corp.* (a)		1,400		308
Southside Bancshares, Inc.		884		24,133

Common Stocks (continued)
	Shares		Market Value
Commercial Banks (continued)
Southwest Bancorp, Inc.*		3,100	$	49,631
StellarOne Corp.		4,933		114,840
Sterling Bancorp		2,164		31,919
Suffolk Bancorp*		3,029		59,217
Sun Bancorp, Inc.*		3,351		11,058
Susquehanna Bancshares, Inc.		59,329		699,192
SY Bancorp, Inc.		400		12,004
Synovus Financial Corp.		138,715		450,824
Taylor Capital Group, Inc.*		1,119		25,737
Tompkins Financial Corp.		1,516		74,769
TowneBank (c)		2,102		30,605
TriCo Bancshares		1,149		29,058
Trustmark Corp.		5,620		152,639
UMB Financial Corp.		2,406		141,762
Umpqua Holdings Corp. (c)		26,006		425,718
Union First Market Bankshares Corp. (c)		2,915		70,310
United Bankshares, Inc.		200		5,916
United Community Banks, Inc.*		1,585		24,710
United Security Bancshares*		275		1,412
Univest Corp. of Pennsylvania		1,509		30,135
ViewPoint Financial Group, Inc.		3,427		74,743
Virginia Commerce Bancorp, Inc.*		2,526		40,492
Washington Banking Co.		1,359		23,117
Washington Trust Bancorp, Inc.		1,499		49,302
Webster Financial Corp.		10,981		306,260
WesBanco, Inc.		3,641		107,045
West Bancorporation, Inc.		1,619		22,375
Western Alliance Bancorp*		13,239		280,005
Wilshire Bancorp, Inc.		11,339		96,041
Wintrust Financial Corp.		10,763		468,298
Yadkin Financial Corp.*		666		10,936
Zions Bancorporation		13,933		395,279
				12,715,013
Commercial Services & Supplies 2.0%
ABM Industries, Inc.		14,604		401,756
ACCO Brands Corp.*		9,359		54,750
Acme United Corp.		200		2,928
Acorn Energy, Inc. (c)		1,419		5,335
AMREP Corp.*		216		1,739
ARC Document Solutions, Inc.*		7,416		46,276
CECO Environmental Corp.		676		11,931
Consolidated Graphics, Inc.*		2,861		183,362
Courier Corp.		2,636		44,786
Covanta Holding Corp.		5,910		101,475
EnerNOC, Inc.*		4,199		69,829
Ennis, Inc.		3,361		59,658
Fuel Tech, Inc.*		2,542		11,515
G&K Services, Inc., Class A		1,400		87,360
Intersections, Inc.		2,600		22,282
Kimball International, Inc., Class B		7,088		82,930
McGrath RentCorp		3,949		140,861
Metalico, Inc.*		4,282		7,023

84

Statement of Investments (Continued)

October 31, 2013

Nationwide U.S. Small Cap Value Fund (Continued)

Common Stocks (continued)
	Shares		Market Value
Commercial Services & Supplies (continued)
Mobile Mini, Inc.*		12,354	$	446,226
Multi-Color Corp.		2,035		70,879
NL Industries, Inc.		1,831		21,349
Quad/Graphics, Inc. (c)		2,723		95,087
RR Donnelley & Sons Co. (c)		3,196		59,350
Schawk, Inc.		3,031		44,313
Standard Parking Corp.*		1,553		41,108
Standard Register Co.(The)* (c)		705		5,993
Steelcase, Inc., Class A		12,357		202,531
Tetra Tech, Inc.*		6,372		166,500
UniFirst Corp.		2,352		241,833
United Stationers, Inc.		4,178		185,670
Versar, Inc.*		2,487		11,764
Viad Corp.		5,699		152,163
Virco Manufacturing Corp.*		1,500		3,045
				3,083,607
Communications Equipment 1.9%
Anaren, Inc.*		2,904		72,542
ARRIS Group, Inc.*		14,421		257,559
Aviat Networks, Inc.*		7,678		15,817
Aware, Inc.		1,965		10,277
Bel Fuse, Inc., Class B		2,019		42,480
Black Box Corp.		2,600		65,104
Brocade Communications Systems, Inc.*		24,192		194,020
Calix, Inc.*		7,095		72,156
Communications Systems, Inc.		1,420		16,202
Comtech Telecommunications Corp.		3,510		105,370
Digi International, Inc.*		5,972		60,198
EchoStar Corp., Class A*		4,067		195,053
EMCORE Corp.* (c)		3,875		20,654
Emulex Corp.*		26,342		198,355
Extreme Networks, Inc.*		15,787		84,618
Finisar Corp.*		9,668		222,461
Globecomm Systems, Inc.*		4,951		69,463
Harmonic, Inc.*		25,387		185,579
Infinera Corp.* (c)		11,300		115,373
KVH Industries, Inc.*		4,039		55,496
NETGEAR, Inc.*		1,591		45,757
Oclaro, Inc.* (c)		16,707		34,082
Oplink Communications, Inc.*		5,391		98,386
Optical Cable Corp.		300		1,197
PC-Tel, Inc.		1,200		11,052
Performance Technologies, Inc.*		1,121		3,475
Polycom, Inc.* (c)		14,750		153,400
Relm Wireless Corp.*		2,881		7,577
ShoreTel, Inc.*		6,179		49,123
Sonus Networks, Inc.*		21,433		64,299
Symmetricom, Inc.*		10,860		77,866
Tellabs, Inc.		69,671		169,997
TESSCO Technologies, Inc.		1,910		67,671
UTStarcom Holdings Corp.*		1,801		5,043
Westell Technologies, Inc., Class A*		11,436		41,055
				2,888,757

Common Stocks (continued)
	Shares		Market Value
Computers & Peripherals 1.0%
Astro-Med, Inc.		765	$	9,700
Avid Technology, Inc.*		6,800		50,660
Cray, Inc.*		3,102		69,361
Datalink Corp.*		3,720		38,204
Electronics For Imaging, Inc.*		8,400		288,204
Hutchinson Technology, Inc.*		4,426		16,465
Imation Corp.*		6,274		29,174
Intevac, Inc.*		4,194		21,389
Lexmark International, Inc., Class A		14,366		510,711
Novatel Wireless, Inc.*		6,524		19,996
QLogic Corp.*		19,088		235,737
Qumu Corp.*		220		3,296
Super Micro Computer, Inc.*		10,176		141,650
Transact Technologies, Inc.		1,096		15,114
Xyratex Ltd.		7,313		72,691
				1,522,352
Construction & Engineering 2.0%
AECOM Technology Corp.*		5,586		177,523
Aegion Corp.*		9,790		200,695
Ameresco, Inc., Class A*		4,900		51,254
Argan, Inc.		134		2,982
Comfort Systems USA, Inc.		4,488		83,612
Dycom Industries, Inc.*		6,300		186,795
EMCOR Group, Inc.		8,944		331,465
Furmanite Corp.*		3,051		34,324
Goldfield Corp.(The) (c)		3,969		7,541
Granite Construction, Inc.		8,957		289,759
Great Lakes Dredge & Dock Corp.		16,360		132,843
Integrated Electrical Services, Inc.*		1,200		5,592
Layne Christensen Co.*		5,116		98,943
MasTec, Inc.*		5,669		181,238
MYR Group, Inc.*		4,154		109,873
Northwest Pipe Co.*		2,416		87,049
Orion Marine Group, Inc.*		7,050		88,125
Pike Electric Corp.		9,472		102,392
Sterling Construction Co., Inc.*		3,017		28,963
Tutor Perini Corp.*		11,233		257,797
UniTek Global Services, Inc.* (c)		1,000		1,140
URS Corp.		9,861		534,663
				2,994,568
Construction Materials 0.2%
Headwaters, Inc.*		2,909		25,396
Texas Industries, Inc.*		3,959		212,598
United States Lime & Minerals, Inc.*		357		19,835
				257,829
Consumer Finance 0.3%
Asta Funding, Inc.		2,269		19,468
Atlanticus Holdings Corp.* (c)		1,995		6,963
Cash America International, Inc. (c)		5,300		209,085

85

Statement of Investments (Continued)

October 31, 2013

Nationwide U.S. Small Cap Value Fund (Continued)

Common Stocks (continued)
	Shares		Market Value
Consumer Finance (continued)
Encore Capital Group, Inc.*		286	$	13,971
First Marblehead Corp. (The)*		12,745		12,235
Green Dot Corp., Class A*		1,149		24,657
Imperial Holdings, Inc.*		2,381		13,953
Nelnet, Inc., Class A		3,500		149,205
QC Holdings, Inc.		37		87
				449,624
Containers & Packaging 0.2%
Graphic Packaging Holding Co.*		1,500		12,600
Myers Industries, Inc.		4,875		86,872
Rock Tenn Co., Class A		1,968		210,596
Sealed Air Corp.		2,342		70,682
				380,750
Distributors 0.2%
Core-Mark Holding Co., Inc.		2,478		175,269
VOXX International Corp.*		7,308		113,347
Weyco Group, Inc.		618		17,755
				306,371
Diversified Consumer Services 0.8%
Ascent Capital Group, Inc., Class A*		1,498		126,461
Cambium Learning Group, Inc.*		300		438
Career Education Corp.*		11,688		64,050
Carriage Services, Inc.		1,715		34,455
Corinthian Colleges, Inc.* (c)		29,166		62,415
DeVry, Inc.		15,327		550,239
K12, Inc.*		1,800		32,904
Lincoln Educational Services Corp.		2,317		11,075
Mac-Gray Corp.		1,436		30,271
Matthews International Corp., Class A		1,057		42,914
Regis Corp.		10,909		158,181
Service Corp. International		7,120		128,231
Stewart Enterprises, Inc., Class A		3,400		44,914
				1,286,548
Diversified Financial Services 0.4%
Interactive Brokers Group, Inc., Class A		3,410		70,348
Marlin Business Services Corp.		1,601		44,140
MicroFinancial, Inc.		1,653		14,199
NewStar Financial, Inc.*		6,586		114,662
PHH Corp.*		9,292		223,473
PICO Holdings, Inc.*		2,751		64,594
Resource America, Inc., Class A		2,032		17,536
				548,952
Diversified Telecommunication Services 0.7%
Atlantic Tele-Network, Inc.		526		29,151
Cbeyond, Inc.*		9,288		59,815
Frontier Communications Corp. (c)		113,932		502,440
General Communication, Inc., Class A*		11,580		110,126

Common Stocks (continued)
	Shares		Market Value
Diversified Telecommunication Services (continued)
Hawaiian Telcom Holdco, Inc.* (c)		2,026	$	53,851
HickoryTech Corp.		1,535		20,538
Inteliquent, Inc.		5,607		72,050
Iridium Communications, Inc.* (c)		7,904		47,661
ORBCOMM, Inc.*		9,386		56,598
Premiere Global Services, Inc.*		7,626		68,710
PTGi Holding, Inc.		4,503		15,851
Vonage Holdings Corp.*		27,199		101,452
				1,138,243
Electrical Equipment 1.2%
Allied Motion Technologies, Inc. (c)		738		7,048
American Superconductor Corp.* (c)		6,222		13,564
AZZ, Inc.		3,899		175,065
Brady Corp., Class A		4,000		116,760
Encore Wire Corp.		3,906		193,464
EnerSys, Inc.		7,700		510,895
Franklin Electric Co., Inc.		400		15,140
General Cable Corp.		10,484		345,238
Global Power Equipment Group, Inc.		1,629		33,166
GrafTech International Ltd.* (c)		18,741		166,795
LSI Industries, Inc.		4,939		45,488
Ocean Power Technologies, Inc.* (c)		3,200		7,520
Orion Energy Systems, Inc.*		2,791		11,862
Powell Industries, Inc.*		1,095		68,799
PowerSecure International, Inc.*		3,210		58,037
Preformed Line Products Co.		281		23,610
Ultralife Corp.*		3,374		13,158
Vicor Corp.*		3,400		29,954
				1,835,563
Electronic Equipment, Instruments & Components 4.1%
Aeroflex Holding Corp.*		5,999		46,492
Agilysys, Inc.*		3,840		45,120
Arrow Electronics, Inc.*		4,833		232,081
AVX Corp.		16,400		217,300
Benchmark Electronics, Inc.*		5,200		118,196
Checkpoint Systems, Inc.*		8,356		142,219
Coherent, Inc.		913		60,431
CTS Corp.		6,185		115,165
Daktronics, Inc.		1,137		13,599
DTS, Inc.*		1,013		20,260
Echelon Corp.*		5,059		10,978
Electro Rent Corp.		5,979		108,459
Electro Scientific Industries, Inc.		5,246		62,847
Fabrinet*		2,096		35,087
FARO Technologies, Inc.*		2,027		96,282
Frequency Electronics, Inc.		900		9,999
GSI Group, Inc.*		4,207		41,986
ID Systems, Inc.*		1,945		10,114
Identive Group, Inc.* (c)		4,603		2,945
IEC Electronics Corp.*		1,140		4,902
Ingram Micro, Inc., Class A*		31,600		732,172

86

Statement of Investments (Continued)

October 31, 2013

Nationwide U.S. Small Cap Value Fund (Continued)

Common Stocks (continued)
	Shares		Market Value
Electronic Equipment, Instruments & Components (continued)
Insight Enterprises, Inc.*		7,010	$	147,701
Iteris, Inc.*		1,700		3,485
Itron, Inc.*		4,030		171,960
KEMET Corp.*		9,314		52,810
Key Tronic Corp.*		2,680		29,078
LoJack Corp.*		1,025		4,490
Maxwell Technologies, Inc.*		4,152		31,140
Measurement Specialties, Inc.*		1,796		100,091
Mercury Systems, Inc.*		5,114		47,151
Methode Electronics, Inc.		9,675		247,487
Multi-Fineline Electronix, Inc.*		2,600		34,866
NAPCO Security Technologies, Inc.*		1,850		10,397
Newport Corp.*		7,821		124,119
PAR Technology Corp.*		1,700		9,452
Park Electrochemical Corp.		1,601		44,908
PC Connection, Inc.		1,900		37,981
PCM, Inc.*		3,273		34,432
Perceptron, Inc.		1,480		20,705
Planar Systems, Inc.*		1,900		3,971
Plexus Corp.*		5,596		214,215
Radisys Corp.*		5,568		16,815
RF Industries Ltd. (c)		443		4,071
Richardson Electronics Ltd.		2,700		31,104
Rofin-Sinar Technologies, Inc.*		5,612		147,315
Rogers Corp.*		2,587		157,704
Sanmina Corp.*		20,073		292,263
ScanSource, Inc.*		5,079		195,338
SMTC Corp.*		2,189		4,269
SYNNEX Corp.*		11,003		674,484
Tech Data Corp.*		9,257		481,919
TTM Technologies, Inc.*		17,747		155,286
Viasystems Group, Inc.*		4,420		66,300
Vicon Industries, Inc.*		371		1,087
Vishay Intertechnology, Inc.*		30,628		375,806
Vishay Precision Group, Inc.*		2,246		36,834
Wayside Technology Group, Inc.		200		2,620
Zygo Corp.*		2,990		46,166
				6,186,454
Energy Equipment & Services 5.0%
Atwood Oceanics, Inc.*		2,743		145,736
Basic Energy Services, Inc.*		11,347		166,460
Bolt Technology Corp.		934		16,709
Bristow Group, Inc.		5,890		473,968
C&J Energy Services, Inc.* (c)		6,638		152,939
Cal Dive International, Inc.* (c)		13,404		26,406
Dawson Geophysical Co.*		2,765		80,849
ENGlobal Corp.*		1,900		2,090
Era Group, Inc.*		6,356		200,850
Exterran Holdings, Inc.*		14,869		424,510
Forbes Energy Services Ltd.*		800		3,984
Global Geophysical Services, Inc.*		10,786		25,779
Gulf Island Fabrication, Inc.		3,273		82,545

Common Stocks (continued)
	Shares		Market Value
Energy Equipment & Services (continued)
GulfMark Offshore, Inc., Class A		7,241	$	360,457
Helix Energy Solutions Group, Inc.*		17,687		418,474
Hercules Offshore, Inc.*		30,067		204,456
Hornbeck Offshore Services, Inc.*		6,751		373,128
Key Energy Services, Inc.*		9,000		70,380
Matrix Service Co.*		6,030		125,364
Mitcham Industries, Inc.*		3,542		58,939
Nabors Industries Ltd.		8,915		155,834
Natural Gas Services Group, Inc.*		3,681		103,031
Newpark Resources, Inc.*		18,460		235,365
Nuverra Environmental Solutions, Inc.* (c)		1,508		3,679
Pacific Drilling SA*		3,700		42,069
Parker Drilling Co.*		32,999		237,593
Patterson-UTI Energy, Inc.		15,079		365,817
PHI, Inc., Non-Voting Shares*		2,599		103,492
Pioneer Energy Services Corp.*		10,270		86,268
Rowan Cos. PLC, Class A*		13,125		473,550
SEACOR Holdings, Inc.		4,636		453,401
Steel Excel, Inc.*		1,070		29,692
Superior Energy Services, Inc.*		14,768		396,225
Tesco Corp.*		9,010		154,792
TETRA Technologies, Inc.*		22,243		288,492
TGC Industries, Inc.		2,083		15,352
Tidewater, Inc.		6,680		402,270
Unit Corp.*		10,135		521,040
Willbros Group, Inc.*		13,279		129,603
				7,611,588
Food & Staples Retailing 0.8%
Andersons, Inc. (The)		4,878		361,850
Ingles Markets, Inc., Class A		3,941		101,717
Nash Finch Co.		2,971		83,366
Pantry, Inc. (The)*		6,928		92,766
Spartan Stores, Inc.		6,239		146,804
Susser Holdings Corp.* (c)		3,733		204,718
Village Super Market, Inc., Class A		817		29,951
Weis Markets, Inc.		3,145		160,930
				1,182,102
Food Products 1.8%
Boulder Brands, Inc.*		12,808		209,923
Cal-Maine Foods, Inc.		2,864		145,291
Chiquita Brands International, Inc.*		13,073		135,306
Dean Foods Co.*		19,750		385,125
Diamond Foods, Inc.* (c)		3,591		87,656
Dole Food Co., Inc.*		14,046		190,323
Farmer Bros. Co.*		1,801		32,526
Fresh Del Monte Produce, Inc.		14,882		395,712
Griffin Land & Nurseries, Inc.		186		6,138
John B. Sanfilippo & Son, Inc.		300		7,374
Omega Protein Corp.*		4,187		39,190
Pilgrim’s Pride Corp.*		8,953		126,864
Post Holdings, Inc.*		7,965		342,097

87

Statement of Investments (Continued)

October 31, 2013

Nationwide U.S. Small Cap Value Fund (Continued)

Common Stocks (continued)
	Shares		Market Value
Food Products (continued)
Sanderson Farms, Inc.		2,842	$	179,643
Seaboard Corp.		68		185,640
Seneca Foods Corp., Class A*		1,711		50,167
Snyders-Lance, Inc.		4,109		123,229
Tootsie Roll Industries, Inc. (c)		900		28,800
TreeHouse Foods, Inc.*		596		43,663
				2,714,667
Gas Utilities 0.4%
UGI Corp.		15,383		636,395
Health Care Equipment & Supplies 2.1%
Alere, Inc.*		15,935		537,488
Alphatec Holdings, Inc.*		4,920		8,954
Analogic Corp.		1,302		120,083
AngioDynamics, Inc.*		6,743		106,000
Anika Therapeutics, Inc.*		2,200		65,714
Baxano Surgical, Inc. (c)		3,431		4,152
Cantel Medical Corp.		841		29,519
CONMED Corp.		2,200		79,794
Cooper Cos., Inc. (The)		591		76,363
CryoLife, Inc.		3,416		30,710
Cutera, Inc.*		2,161		21,718
Cynosure, Inc., Class A*		1,733		37,450
Digirad Corp.*		1,500		4,995
Exactech, Inc.*		2,345		53,232
Greatbatch, Inc.*		2,535		96,634
ICU Medical, Inc.*		854		52,777
Integra LifeSciences Holdings Corp.*		4,123		188,751
Invacare Corp.		9,201		197,545
Kewaunee Scientific Corp.		92		1,597
LeMaitre Vascular, Inc.		1,044		8,394
Medical Action Industries, Inc.*		4,203		25,470
Merit Medical Systems, Inc.*		10,350		165,497
Misonix, Inc.*		600		2,508
Natus Medical, Inc.*		9,285		183,193
NuVasive, Inc.*		7,165		227,704
Orthofix International NV*		327		6,700
Rochester Medical Corp.* (c)		1,548		30,929
RTI Surgical, Inc.*		13,204		36,839
Solta Medical, Inc.*		17,332		32,064
SurModics, Inc.*		2,558		60,318
Symmetry Medical, Inc.*		10,512		85,147
Teleflex, Inc.		1,766		162,790
West Pharmaceutical Services, Inc.		3,470		167,775
Wright Medical Group, Inc.*		11,712		318,215
				3,227,019
Health Care Providers & Services 2.9%
Addus HomeCare Corp.*		1,031		26,651
Almost Family, Inc.		1,742		33,499
Amedisys, Inc.*		10,347		168,449
AMN Healthcare Services, Inc.*		6,873		85,225

Common Stocks (continued)
	Shares		Market Value
Health Care Providers & Services (continued)
Amsurg Corp.*		6,879	$	295,040
BioScrip, Inc.*		10,685		74,902
BioTelemetry, Inc.*		7,210		65,899
Capital Senior Living Corp.*		4,091		90,738
Chindex International, Inc.*		2,600		43,758
Community Health Systems, Inc.		10,775		470,113
Cross Country Healthcare, Inc.*		8,809		52,325
Ensign Group, Inc. (The)		1,137		48,413
ExamWorks Group, Inc.*		2,465		63,720
Five Star Quality Care, Inc.*		11,300		57,291
Gentiva Health Services, Inc.*		306		3,504
Hanger, Inc.*		5,565		204,236
Health Net, Inc.*		7,964		242,106
Healthways, Inc.*		6,807		65,551
Kindred Healthcare, Inc.		14,154		196,458
LHC Group, Inc.*		4,529		93,297
LifePoint Hospitals, Inc.*		7,780		401,759
Magellan Health Services, Inc.*		6,611		388,066
MedCath Corp.* (a)		2,115		2,898
Molina Healthcare, Inc.*		3,418		108,146
National HealthCare Corp.		900		43,542
Omnicare, Inc.		6,700		369,505
PDI, Inc.*		1,600		7,632
PharMerica Corp.*		5,614		82,863
Providence Service Corp. (The)*		912		27,260
Select Medical Holdings Corp.		7,442		63,108
SunLink Health Systems, Inc.*		700		546
Triple-S Management Corp., Class B*		6,848		121,963
Universal American Corp.		21,648		160,628
VCA Antech, Inc.*		10,575		300,859
				4,459,950
Health Care Technology 0.2%
Arrhythmia Research Technology, Inc.*		200		630
MedAssets, Inc.*		8,062		185,668
Omnicell, Inc.*		5,297		122,202
				308,500
Hotels, Restaurants & Leisure 2.2%
Ambassadors Group, Inc.		201		742
Ark Restaurants Corp.		318		6,742
Biglari Holdings, Inc.*		426		185,745
Bob Evans Farms, Inc.		4,181		238,693
Boyd Gaming Corp.*		13,332		140,786
Caesars Entertainment Corp.* (c)		7,594		132,287
Carrols Restaurant Group, Inc.*		3,971		23,032
Churchill Downs, Inc.		1,471		126,374
DineEquity, Inc.		2,973		243,994
Dover Downs Gaming & Entertainment, Inc.		1,000		1,510
Dover Motorsports, Inc.		1,000		2,360
Frisch’s Restaurants, Inc.		373		8,978
Full House Resorts, Inc.*		4,053		11,146
Gaming Partners International Corp.		341		2,830

88

Statement of Investments (Continued)

October 31, 2013

Nationwide U.S. Small Cap Value Fund (Continued)

Common Stocks (continued)
	Shares		Market Value
Hotels, Restaurants & Leisure (continued)
International Speedway Corp., Class A		6,532	$	213,662
Isle of Capri Casinos, Inc.*		9,792		79,413
Life Time Fitness, Inc.*		528		23,982
Luby’s, Inc.*		3,390		25,967
Marcus Corp. (The)		2,900		41,644
Marriott Vacations Worldwide Corp.*		5,756		288,260
Monarch Casino & Resort, Inc.*		1,893		32,011
MTR Gaming Group, Inc.*		2,160		11,232
Multimedia Games Holding Co., Inc.*		2,201		71,554
Nathan’s Famous, Inc.*		188		9,648
Orient-Express Hotels Ltd., Class A*		14,633		194,765
Red Lion Hotels Corp.*		1,000		6,020
Red Robin Gourmet Burgers, Inc.*		2,700		205,686
Rick’s Cabaret International, Inc.*		3,222		36,376
Ruby Tuesday, Inc.*		16,029		95,052
Scientific Games Corp., Class A*		10,234		187,078
Speedway Motorsports, Inc.		5,435		99,243
Vail Resorts, Inc.		2,100		147,945
Wendy’s Co. (The)		55,201		479,697
				3,374,454
Household Durables 1.5%
Bassett Furniture Industries, Inc.		1,614		22,596
Beazer Homes USA, Inc.* (c)		4,168		75,733
Cavco Industries, Inc.*		1,086		63,607
Cobra Electronics Corp.*		800		2,328
CSS Industries, Inc.		1,000		25,890
Dixie Group, Inc. (The)*		700		8,820
Emerson Radio Corp.*		3,000		5,730
Flexsteel Industries, Inc.		1,648		45,254
Helen of Troy Ltd.*		8,623		402,867
Hooker Furniture Corp.		2,384		37,667
KB Home		4,899		83,136
Kid Brands, Inc.*		1,900		2,650
La-Z-Boy, Inc.		8,142		187,917
Lennar Corp., Class B		800		23,576
Lifetime Brands, Inc.		2,156		33,763
M.D.C. Holdings, Inc.		6,761		197,354
M/I Homes, Inc.*		5,757		117,846
Meritage Homes Corp.*		5,800		263,262
Mohawk Industries, Inc.*		2,623		347,338
NACCO Industries, Inc., Class A		1,972		112,345
Orleans Homebuilders, Inc.* (a)(b)		1,500		0
Ryland Group, Inc. (The) (c)		3,902		156,860
Skullcandy, Inc.*		7,551		47,420
Skyline Corp.*		1,050		4,588
Stanley Furniture Co., Inc.*		2,120		8,247
Universal Electronics, Inc.*		1,672		65,058
				2,341,852
Household Products 0.2%
Central Garden and Pet Co., Class A*		4,329		31,861
Central Garden and Pet Co.*		2,100		15,939

Common Stocks (continued)
	Shares		Market Value
Household Products (continued)
Oil-Dri Corp. of America		461	$	16,361
Orchids Paper Products Co.		943		28,761
Spectrum Brands Holdings, Inc.		4,179		275,480
				368,402
Independent Power Producers & Energy Traders 0.2%
Dynegy, Inc.* (c)		4,813		93,517
Genie Energy Ltd., Class B*		4,152		42,890
Ormat Technologies, Inc. (c)		8,315		216,772
Synthesis Energy Systems, Inc.* (c)		419		277
				353,456
Information Technology Services 1.4%
Acxiom Corp.*		8,100		269,163
CACI International, Inc., Class A*		3,439		247,539
CIBER, Inc.*		15,843		51,490
Convergys Corp.		18,583		366,829
CoreLogic, Inc.*		11,500		382,605
CSG Systems International, Inc.		2,071		57,698
Dynamics Research Corp.*		2,200		16,280
Edgewater Technology, Inc.*		400		2,740
Euronet Worldwide, Inc.*		3,735		162,099
Forrester Research, Inc.		1,646		63,881
Hackett Group, Inc. (The)		8,020		57,102
ManTech International Corp., Class A (c)		3,611		100,891
ModusLink Global Solutions, Inc.*		4,527		18,651
NCI, Inc., Class A*		1,153		6,572
Official Payments Holdings, Inc.*		111		926
StarTek, Inc.*		2,764		17,303
Sykes Enterprises, Inc.*		9,515		178,121
TeleTech Holdings, Inc.*		300		7,941
Virtusa Corp.*		2,177		67,661
				2,075,492
Insurance 7.7%
Allied World Assurance Co. Holdings AG		2,937		318,048
American Equity Investment Life Holding Co.		14,026		292,302
American Financial Group, Inc.		7,790		438,265
American National Insurance Co.		2,668		269,655
AMERISAFE, Inc.		3,192		122,892
Argo Group International Holdings Ltd.		3,451		144,873
Aspen Insurance Holdings Ltd.		7,256		283,057
Assurant, Inc.		11,838		692,286
Assured Guaranty Ltd.		18,265		374,432
Baldwin & Lyons, Inc., Class B		500		13,665
CNO Financial Group, Inc.		45,012		701,287
Donegal Group, Inc., Class A		2,513		39,831
Eastern Insurance Holdings, Inc.		1,180		28,839
EMC Insurance Group, Inc.		300		10,212
Employers Holdings, Inc.		466		14,013
Endurance Specialty Holdings Ltd.		12,149		671,718
Enstar Group Ltd.*		978		132,939
FBL Financial Group, Inc., Class A		2,316		103,618

89

Statement of Investments (Continued)

October 31, 2013

Nationwide U.S. Small Cap Value Fund (Continued)

Common Stocks (continued)
	Shares		Market Value
Insurance (continued)
Federated National Holding Co.		2,182	$	22,365
First Acceptance Corp.*		3,404		5,787
First American Financial Corp.		17,600		455,136
Global Indemnity PLC*		2,101		51,748
Greenlight Capital Re Ltd., Class A*		1,916		58,994
Hallmark Financial Services, Inc.*		3,425		29,147
Hanover Insurance Group, Inc. (The)		9,149		535,582
HCI Group, Inc. (c)		823		36,163
Hilltop Holdings, Inc.*		7,080		122,767
Horace Mann Educators Corp.		4,553		126,118
Independence Holding Co.		2,090		28,675
Investors Title Co.		130		10,158
Kemper Corp.		13,554		501,769
Maiden Holdings Ltd.		15,409		168,728
Markel Corp.*		143		75,743
MBIA, Inc.*		53,019		602,826
Meadowbrook Insurance Group, Inc.		7,745		51,427
Montpelier Re Holdings Ltd.		6,171		170,381
National Western Life Insurance Co., Class A		140		29,120
Navigators Group, Inc. (The)*		1,000		56,240
Old Republic International Corp.		20,261		340,182
OneBeacon Insurance Group Ltd., Class A		1,800		28,728
Phoenix Cos., Inc. (The)*		919		35,446
Platinum Underwriters Holdings Ltd.		7,759		482,532
ProAssurance Corp.		4,300		194,876
Protective Life Corp.		13,511		622,587
Reinsurance Group of America, Inc.		7,652		544,669
Safety Insurance Group, Inc.		1,100		60,159
Selective Insurance Group, Inc.		3,625		95,229
StanCorp Financial Group, Inc.		8,903		524,387
State Auto Financial Corp.		3,671		69,749
Stewart Information Services Corp.		5,259		164,712
Symetra Financial Corp.		21,381		400,466
Tower Group International Ltd. (c)		13,521		49,081
United Fire Group, Inc.		5,098		161,607
Universal Insurance Holdings, Inc.		6,088		47,730
Validus Holdings Ltd.		4,079		161,039
				11,773,985
Internet & Catalog Retail 0.3%
1-800-FLOWERS.COM, Inc., Class A*		6,313		34,280
dELiA*s, Inc.*		1,700		2,346
Gaiam, Inc., Class A*		605		3,793
Geeknet, Inc.*		840		16,111
Hollywood Media Corp.*		1,736		3,246
Liberty Ventures, Series A*		2,543		273,042
Orbitz Worldwide, Inc.*		3,202		29,587
Shutterfly, Inc.*		1,800		88,452
ValueVision Media, Inc., Class A*		7,113		37,983
				488,840
Internet Software & Services 1.5%
Active Network, Inc. (The)*		8,715		125,845

Common Stocks (continued)
	Shares		Market Value
Internet Software & Services (continued)
AOL, Inc.*		11,184	$	405,308
Bankrate, Inc.* (c)		6,333		106,648
Blucora, Inc.*		9,727		229,849
BroadVision, Inc.*		530		5,136
Dealertrack Technologies, Inc.*		700		26,110
Digital River, Inc.*		10,641		189,835
EarthLink, Inc.		30,776		155,727
Internap Network Services Corp.*		6,047		43,962
IntraLinks Holdings, Inc.*		13,803		143,413
Limelight Networks, Inc.*		16,512		31,703
Marchex, Inc., Class B (c)		7,300		65,116
Monster Worldwide, Inc.*		13,653		58,981
Perficient, Inc.*		4,670		84,480
QuinStreet, Inc.*		10,657		94,741
RealNetworks, Inc.*		8,708		66,790
Reis, Inc.*		400		7,196
Support.com, Inc.*		3,456		15,414
TheStreet, Inc.*		4,044		9,503
Trulia, Inc.* (c)		325		12,990
United Online, Inc.		28,098		242,767
XO Group, Inc.*		7,450		103,406
				2,224,920
Leisure Equipment & Products 0.2%
Callaway Golf Co. (c)		20,024		168,802
Escalade, Inc.		1,400		12,348
JAKKS Pacific, Inc. (c)		744		4,792
Johnson Outdoors, Inc., Class A		310		8,503
LeapFrog Enterprises, Inc.* (c)		6,569		56,231
Nautilus, Inc.*		2,800		22,288
				272,964
Life Sciences Tools & Services 0.6%
Affymetrix, Inc.* (c)		22,911		161,981
Albany Molecular Research, Inc.*		4,093		53,618
Bio-Rad Laboratories, Inc., Class A*		175		21,616
Cambrex Corp.*		4,046		68,054
Furiex Pharmaceuticals, Inc.*		202		7,898
Harvard Bioscience, Inc.*		8,872		52,256
Pacific Biosciences of California, Inc.*		11,326		46,550
PerkinElmer, Inc.		11,328		430,917
				842,890
Machinery 3.4%
Accuride Corp.*		4,112		18,504
Actuant Corp., Class A		885		33,241
Adept Technology, Inc.*		1,531		12,738
Alamo Group, Inc.		3,290		155,255
Albany International Corp., Class A		4,353		160,234
Altra Holdings, Inc.		4,868		147,841
American Railcar Industries, Inc. (c)		3,556		145,654
Ampco-Pittsburgh Corp.		2,015		37,096
Astec Industries, Inc.		4,508		152,415

90

Statement of Investments (Continued)

October 31, 2013

Nationwide U.S. Small Cap Value Fund (Continued)

Common Stocks (continued)
	Shares		Market Value
Machinery (continued)
Barnes Group, Inc.		9,800	$	348,292
Briggs & Stratton Corp.		11,092		203,427
CIRCOR International, Inc.		1,831		135,073
Columbus McKinnon Corp.*		1,996		51,916
Douglas Dynamics, Inc.		3,542		53,732
Dynamic Materials Corp.		3,442		76,068
Eastern Co. (The)		399		6,603
Energy Recovery, Inc.*		2,906		16,971
EnPro Industries, Inc.*		3,189		190,288
ESCO Technologies, Inc.		2,739		98,823
Federal Signal Corp.*		15,450		211,510
Flow International Corp.*		4,235		16,898
FreightCar America, Inc.		2,335		51,930
Gencor Industries, Inc.*		499		4,556
Gerber Scientific, Inc.* (a)(b)(c)		4,000		0
Greenbrier Cos., Inc. (The)*		8,914		236,577
Hardinge, Inc.		3,600		53,244
Harsco Corp.		5,699		158,888
Hurco Cos., Inc.		1,343		32,890
Hyster-Yale Materials Handling, Inc.		1,802		141,349
Kadant, Inc.		600		21,480
Key Technology, Inc.*		300		4,341
LB Foster Co., Class A		1,727		80,737
Lydall, Inc.*		1,200		21,864
MFRI, Inc.*		700		8,288
Miller Industries, Inc.		3,323		62,273
Mueller Industries, Inc.		300		18,087
Mueller Water Products, Inc., Class A		14,333		122,834
NN, Inc.		4,726		75,994
Oshkosh Corp.*		2,700		128,493
PMFG, Inc.*		3,719		29,157
Standex International Corp.		1,572		96,694
Tecumseh Products Co., Class A*		3,927		30,631
Terex Corp.*		13,044		455,888
Titan International, Inc.		370		5,365
Trinity Industries, Inc.		15,928		806,435
Watts Water Technologies, Inc., Class A		3,888		224,649
				5,145,223
Marine 0.2%
Baltic Trading Ltd.		6,604		29,586
Eagle Bulk Shipping, Inc.*		1,450		8,062
Genco Shipping & Trading Ltd.*		9,151		24,433
International Shipholding Corp.		1,027		25,490
Matson, Inc.		6,764		183,237
Ultrapetrol (Bahamas) Ltd.*		8,916		32,098
				302,906
Media 2.5%
AH Belo Corp., Class A		3,987		32,056
Ballantyne Strong, Inc.*		1,504		7,505
Belo Corp., Class A		15,800		216,934

Common Stocks (continued)
	Shares		Market Value
Media (continued)
Central European Media Enterprises Ltd., Class A* (c)		20,652	$	63,402
Clear Channel Outdoor Holdings, Inc., Class A*		554		4,709
CTC Media, Inc.		7,516		95,002
Cumulus Media, Inc., Class A*		8,402		50,244
Digital Generation, Inc.* (c)		6,628		83,844
DreamWorks Animation SKG, Inc., Class A*		14,906		510,382
E.W. Scripps Co. (The), Class A*		10,873		215,503
Entercom Communications Corp., Class A*		7,800		68,406
FAB Universal Corp.*		190		1,191
Gray Television, Inc.*		18,869		159,443
Harte-Hanks, Inc.		15,557		123,989
Journal Communications, Inc., Class A*		11,661		97,369
Live Nation Entertainment, Inc.*		23,114		449,336
Madison Square Garden Co. (The), Class A*		5,753		348,172
Martha Stewart Living Omnimedia, Inc., Class A* (c)		1,415		3,622
McClatchy Co. (The), Class A* (c)		15,398		43,422
Media General, Inc., Class A* (c)		4,890		71,296
Meredith Corp.		5,055		259,322
Orchard Enterprises, Inc. (The), ADR* (a)(b)		200		0
Radio One, Inc., Class D*		7,300		21,900
Saga Communications, Inc., Class A		533		25,376
Salem Communications Corp., Class A		4,000		33,040
Scholastic Corp.		200		5,738
Starz, Class A*		2,003		60,391
Valassis Communications, Inc. (c)		6,153		168,346
Washington Post Co. (The), Class B		900		578,988
				3,798,928
Metals & Mining 3.1%
Allegheny Technologies, Inc.		4,218		139,616
AM Castle & Co.*		5,579		79,836
Century Aluminum Co.*		28,344		246,026
Cliffs Natural Resources, Inc. (c)		16,627		426,981
Coeur Mining, Inc.*		21,453		261,941
Commercial Metals Co.		35,969		660,391
Friedman Industries, Inc.		1,708		16,943
Golden Minerals Co.* (c)		2,700		2,079
Haynes International, Inc.		400		21,560
Hecla Mining Co. (c)		31,841		99,344
Horsehead Holding Corp.* (c)		13,476		195,537
Kaiser Aluminum Corp.		3,058		206,262
Materion Corp.		6,595		196,597
McEwen Mining, Inc.* (c)		21,808		46,669
Noranda Aluminum Holding Corp.		8,038		21,863
Olympic Steel, Inc.		2,883		78,908
RTI International Metals, Inc.*		6,559		222,350
Schnitzer Steel Industries, Inc., Class A		8,952		259,966
Steel Dynamics, Inc.		31,400		564,258
Stillwater Mining Co.* (c)		20,991		229,012
SunCoke Energy, Inc.*		11,937		238,740

91

Statement of Investments (Continued)

October 31, 2013

Nationwide U.S. Small Cap Value Fund (Continued)

Common Stocks (continued)
	Shares		Market Value
Metals & Mining (continued)
Synalloy Corp.		400	$	6,436
United States Steel Corp. (c)		10,724		266,920
Universal Stainless & Alloy Products, Inc.*		1,562		50,484
Worthington Industries, Inc.		5,603		227,146
				4,765,865
Multiline Retail 1.0%
Dillard’s, Inc., Class A		9,100		746,018
Fred’s, Inc., Class A		8,647		140,081
Gordmans Stores, Inc.		2,434		24,096
J.C. Penney Co., Inc.* (c)		4,972		37,290
Saks, Inc.*		28,826		460,928
Sears Holdings Corp.* (c)		2,709		157,339
				1,565,752
Oil, Gas & Consumable Fuels 4.3%
Adams Resources & Energy, Inc.		928		48,043
Alon USA Energy, Inc.		10,271		124,074
Alpha Natural Resources, Inc.*		29,575		207,025
Approach Resources, Inc.* (c)		3,447		97,033
Arch Coal, Inc. (c)		17,118		72,580
Berry Petroleum Co., Class A		1,200		57,300
Bill Barrett Corp.* (c)		6,715		185,804
BPZ Resources, Inc.* (c)		24,002		48,244
Callon Petroleum Co.*		12,330		84,214
Clayton Williams Energy, Inc.*		3,005		233,879
Cloud Peak Energy, Inc.*		10,495		163,827
Comstock Resources, Inc.		13,801		236,135
Contango Oil & Gas Co.		2,027		86,857
Crosstex Energy, Inc.		3,200		98,208
Delek US Holdings, Inc.		13,041		333,198
DHT Holdings, Inc.		1,056		5,417
Double Eagle Petroleum Co.*		3,400		9,452
Emerald Oil, Inc.*		13,319		115,875
EPL Oil & Gas, Inc.*		6,261		199,601
Gastar Exploration Ltd.*		574		2,480
Green Plains Renewable Energy, Inc.		9,109		146,928
Harvest Natural Resources, Inc.* (c)		10,400		52,000
HKN, Inc.*		46		3,266
James River Coal Co.* (c)		8,394		16,117
Knightsbridge Tankers Ltd.		5,604		46,177
Lucas Energy, Inc.*		3,707		4,115
Magnum Hunter Resources Corp.* (c)		12,361		88,134
Matador Resources Co.*		3,184		58,617
Newfield Exploration Co.*		11,484		349,688
Nordic American Tankers Ltd. (c)		457		3,729
Northern Oil and Gas, Inc.* (c)		3,073		50,489
Overseas Shipholding Group, Inc.*		3,400		11,730
PDC Energy, Inc.*		6,710		455,005
Penn Virginia Corp.*		21,218		180,565
PetroQuest Energy, Inc.*		3,800		17,936
Renewable Energy Group, Inc.*		11,439		124,800
Rex Energy Corp.*		12,676		272,534

Common Stocks (continued)
	Shares		Market Value
Oil, Gas & Consumable Fuels (continued)
SandRidge Energy, Inc.* (c)		10	$	63
SemGroup Corp., Class A		537		32,429
Ship Finance International Ltd. (c)		9,817		162,471
Stone Energy Corp.*		11,501		400,925
Swift Energy Co.* (c)		7,500		102,900
Teekay Corp.		7,140		310,090
Tesoro Corp.		3,500		171,115
Triangle Petroleum Corp.*		12,021		127,062
USEC, Inc.* (c)		472		3,804
Verenium Corp.*		236		942
Warren Resources, Inc.*		20,727		64,876
Western Refining, Inc. (c)		10,800		348,516
WPX Energy, Inc.*		23,150		512,541
				6,528,810
Paper & Forest Products 1.4%
Clearwater Paper Corp.*		2,700		140,994
Domtar Corp.		8,334		705,973
KapStone Paper and Packaging Corp.		7,663		398,170
Louisiana-Pacific Corp.*		21,835		371,413
Mercer International, Inc.*		9,600		76,800
Neenah Paper, Inc.		2,214		91,084
P.H. Glatfelter Co.		3,742		98,040
Resolute Forest Products, Inc.*		12,249		195,862
				2,078,336
Personal Products 0.3%
CCA Industries, Inc.		500		1,545
Elizabeth Arden, Inc.*		1,500		54,285
Inter Parfums, Inc.		1,134		39,871
Mannatech, Inc.*		180		4,246
Nutraceutical International Corp.		2,121		51,010
Prestige Brands Holdings, Inc.*		8,368		261,333
				412,290
Pharmaceuticals 0.4%
Cumberland Pharmaceuticals, Inc.* (c)		3,851		18,832
Hi-Tech Pharmacal Co., Inc.		600		25,854
Lannett Co., Inc.*		2,684		63,369
Pozen, Inc.*		2,379		14,952
SciClone Pharmaceuticals, Inc.*		9,673		45,753
Transcept Pharmaceuticals, Inc.* (c)		1,237		4,552
ViroPharma, Inc.*		10,278		398,992
				572,304
Professional Services 1.6%
Barrett Business Services, Inc.		1,500		124,905
CBIZ, Inc.* (c)		12,644		103,175
CDI Corp.		3,055		49,033
CRA International, Inc.*		1,679		31,985
Dolan Co. (The)*		2,303		5,919
Franklin Covey Co.*		4,213		79,204
FTI Consulting, Inc.*		9,462		383,968

92

Statement of Investments (Continued)

October 31, 2013

Nationwide U.S. Small Cap Value Fund (Continued)

Common Stocks (continued)
	Shares		Market Value
Professional Services (continued)
GP Strategies Corp.*		4,123	$	115,527
Heidrick & Struggles International, Inc.		3,433		63,579
Hill International, Inc.*		5,280		18,163
Hudson Global, Inc.*		4,050		13,163
Huron Consulting Group, Inc.*		1,172		68,644
ICF International, Inc.*		4,900		169,638
Kelly Services, Inc., Class A		12,514		261,042
Korn/Ferry International*		8,722		207,584
Manpowergroup, Inc.		164		12,808
National Technical Systems, Inc.*		400		9,156
Navigant Consulting, Inc.*		10,803		187,432
On Assignment, Inc.*		6,903		233,252
Pendrell Corp.*		15,303		34,126
RCM Technologies, Inc.		400		2,580
Resources Connection, Inc.		10,511		134,120
Volt Information Sciences, Inc.*		1,900		16,530
VSE Corp.		1,299		56,896
				2,382,429
Real Estate Investment Trusts (REITs) 0.2%
Geo Group, Inc. (The)		7,547		266,183
Ryman Hospitality Properties, Inc.		978		36,098
				302,281
Real Estate Management & Development 0.4%
Alexander & Baldwin, Inc.*		7,464		276,168
AV Homes, Inc.*		2,103		40,167
Consolidated-Tomoka Land Co.		504		18,910
Forestar Group, Inc.*		5,963		133,154
Thomas Properties Group, Inc.		9,577		65,124
ZipRealty, Inc.*		1,900		10,450
				543,973
Road & Rail 1.4%
AMERCO		800		161,544
Arkansas Best Corp.		7,253		198,515
Avis Budget Group, Inc.*		18,883		591,604
Celadon Group, Inc.		3,854		71,453
Con-way, Inc.		6,600		271,920
Covenant Transportation Group, Inc., Class A*		473		3,089
Marten Transport Ltd.		8,028		141,614
PAM Transportation Services, Inc.		1,172		20,393
Patriot Transportation Holding, Inc.*		244		9,021
Roadrunner Transportation Systems, Inc.*		1,084		28,726
Ryder System, Inc.		6,066		399,325
Saia, Inc.*		3,478		113,139
Universal Truckload Services, Inc.		1,147		30,579
USA Truck, Inc.*		1,450		19,256
Werner Enterprises, Inc.		553		12,807
				2,072,985

Common Stocks (continued)
	Shares		Market Value
Semiconductors & Semiconductor Equipment 5.0%
Advanced Energy Industries, Inc.*		7,773	$	162,300
Alpha & Omega Semiconductor Ltd.*		1,600		11,776
Amkor Technology, Inc.* (c)		7,481		39,724
Amtech Systems, Inc.*		3,315		26,520
ANADIGICS, Inc.*		6,380		12,888
Applied Micro Circuits Corp.*		900		10,494
ATMI, Inc.*		7,835		214,209
Axcelis Technologies, Inc.*		25,191		54,664
AXT, Inc.*		4,715		10,656
Brooks Automation, Inc.		23,201		223,658
BTU International, Inc.*		900		2,979
Cascade Microtech, Inc.*		1,518		15,544
Ceva, Inc.*		1,219		17,468
Cohu, Inc.		5,275		50,429
Cree, Inc.*		7,349		446,452
CyberOptics Corp.*		400		2,028
Diodes, Inc.*		4,789		115,990
DSP Group, Inc.*		3,913		29,152
Entropic Communications, Inc.*		14,575		62,381
Exar Corp.*		6,231		71,843
Fairchild Semiconductor International, Inc.*		30,633		388,120
First Solar, Inc.*		11,777		592,030
FormFactor, Inc.*		15,783		82,387
GigOptix, Inc.*		427		598
GSI Technology, Inc.*		4,500		31,590
Ikanos Communications, Inc.*		4,200		5,502
Inphi Corp.*		2,721		40,108
Integrated Device Technology, Inc.*		23,123		246,029
Integrated Silicon Solution, Inc.*		7,289		78,575
International Rectifier Corp.*		14,824		386,017
Intersil Corp., Class A		25,083		279,926
IXYS Corp.		5,721		66,535
Kopin Corp.*		16,121		59,164
Kulicke & Soffa Industries, Inc.*		17,884		230,704
Lattice Semiconductor Corp.*		32,215		165,263
LTX-Credence Corp.*		8,408		51,541
Magnachip Semiconductor Corp.*		4,640		86,722
Mattson Technology, Inc.*		2,700		7,992
MaxLinear, Inc., Class A*		1,093		9,465
MKS Instruments, Inc.		14,152		419,465
MoSys, Inc.*		1,867		8,215
Nanometrics, Inc.*		2,920		54,254
NeoPhotonics Corp.*		6,970		49,417
OmniVision Technologies, Inc.*		15,043		210,752
PDF Solutions, Inc.*		512		11,761
Pericom Semiconductor Corp.*		5,847		47,244
Photronics, Inc.*		13,655		114,702
PLX Technology, Inc.*		1,600		9,664
PMC-Sierra, Inc.*		14,492		85,068
Rambus, Inc.*		4,535		39,636
Rubicon Technology, Inc.* (c)		5,791		49,803
Rudolph Technologies, Inc.*		10,314		109,328
Sigma Designs, Inc.*		8,961		48,748

93

Statement of Investments (Continued)

October 31, 2013

Nationwide U.S. Small Cap Value Fund (Continued)

Common Stocks (continued)
	Shares		Market Value
Semiconductors & Semiconductor Equipment (continued)
Silicon Image, Inc.*		11,945	$	62,711
Spansion, Inc., Class A*		8,299		99,339
STR Holdings, Inc.*		4,000		7,960
SunEdison, Inc.*		34,550		321,315
SunPower Corp.* (c)		16,685		503,720
Supertex, Inc.		1,559		39,770
Tessera Technologies, Inc.		12,913		245,605
TriQuint Semiconductor, Inc.*		43,600		345,748
Ultra Clean Holdings, Inc.*		3,200		29,792
Veeco Instruments, Inc.*		8,622		251,849
				7,555,289
Software 1.0%
Accelrys, Inc.*		5,286		49,424
AsiaInfo-Linkage, Inc.*		4,900		56,840
BSQUARE Corp.*		700		2,254
Epiq Systems, Inc.		6,249		93,485
ePlus, Inc.		892		48,489
GSE Systems, Inc.*		2,512		4,270
Mentor Graphics Corp.		6,272		138,486
Progress Software Corp.*		4,660		120,973
Rosetta Stone, Inc.*		2,890		43,870
Rovi Corp.*		19,914		333,759
Seachange International, Inc.*		5,351		75,931
Smith Micro Software, Inc.* (c)		5,832		4,724
SS&C Technologies Holdings, Inc.*		3,019		118,647
TeleCommunication Systems, Inc., Class A*		18,228		41,560
Telenav, Inc.*		6,500		47,125
Zynga, Inc., Class A* (c)		83,970		301,452
				1,481,289
Specialty Retail 4.9%
Aaron’s, Inc.		709		20,114
America’s Car-Mart, Inc.*		1,788		81,783
Barnes & Noble, Inc.* (c)		16,595		234,487
bebe stores, inc.		19,178		115,643
Big 5 Sporting Goods Corp.		1,914		36,194
Body Central Corp.*		1,964		10,998
Books-A-Million, Inc.* (c)		1,900		4,769
Brown Shoe Co., Inc.		8,563		192,154
Build-A-Bear Workshop, Inc.*		4,000		31,440
Cabela’s, Inc.*		12,400		735,568
Cache, Inc.*		2,249		13,561
Cato Corp. (The), Class A		444		13,307
Christopher & Banks Corp.*		6,160		35,543
Citi Trends, Inc.*		4,976		73,048
Conn’s, Inc.*		6,625		400,415
Destination XL Group, Inc.*		7,900		54,905
Finish Line, Inc. (The), Class A		2,700		67,608
GameStop Corp., Class A		28,422		1,558,094
Genesco, Inc.*		1,600		108,976
Group 1 Automotive, Inc.		6,491		415,424
Haverty Furniture Cos., Inc.		4,796		133,377

Common Stocks (continued)
	Shares		Market Value
Specialty Retail (continued)
hhgregg, Inc.*		6,217	$	96,426
Kirkland’s, Inc.*		2,446		43,416
Lithia Motors, Inc., Class A		4,124		259,193
MarineMax, Inc.*		7,037		103,655
Men’s Wearhouse, Inc. (The)		8,345		352,994
New York & Co., Inc.*		3,308		16,937
Office Depot, Inc.*		43,701		244,289
OfficeMax, Inc.		15,580		233,388
Pacific Sunwear of California, Inc.*		11,800		31,742
Penske Automotive Group, Inc.		10,729		425,083
Pep Boys-Manny, Moe & Jack (The)*		12,500		161,750
Perfumania Holdings, Inc.*		220		1,023
RadioShack Corp.* (c)		13,079		36,752
Rent-A-Center, Inc.		12,897		441,593
Shoe Carnival, Inc.		4,639		120,568
Sonic Automotive, Inc., Class A		2,981		66,417
Stage Stores, Inc.		2,400		49,560
Stein Mart, Inc.		8,627		127,421
Systemax, Inc.		2,270		21,565
Tandy Leather Factory, Inc.*		200		1,660
Trans World Entertainment Corp.		2,150		9,310
West Marine, Inc.*		3,667		44,774
Wet Seal, Inc. (The), Class A*		20,511		67,891
Zale Corp.*		13,921		217,585
				7,512,400
Textiles, Apparel & Luxury Goods 1.4%
Charles & Colvard Ltd.*		3,368		17,884
Columbia Sportswear Co. (c)		4,244		283,796
Culp, Inc.		928		17,957
Delta Apparel, Inc.*		158		2,986
G-III Apparel Group Ltd.*		3,729		211,509
Iconix Brand Group, Inc.*		15,064		543,660
Jones Group, Inc. (The)		15,841		246,169
Lakeland Industries, Inc.*		200		1,086
Movado Group, Inc.		3,816		177,940
Perry Ellis International, Inc.		4,123		78,378
Quiksilver, Inc.*		25,943		215,846
RG Barry Corp.		1,108		21,141
Rocky Brands, Inc.		932		14,129
Skechers U.S.A., Inc., Class A*		10,520		306,553
Superior Uniform Group, Inc.		300		4,530
Unifi, Inc.*		2,451		59,780
				2,203,344
Thrifts & Mortgage Finance 2.7%
Astoria Financial Corp.		22,703		299,907
Atlantic Coast Financial Corp.*		235		916
Banc of California, Inc. (c)		1,616		22,802
Bank Mutual Corp.		8,483		53,952
BankFinancial Corp.		2,879		26,746
BBX Capital Corp., Class A* (c)		1,778		23,452
Beneficial Mutual Bancorp, Inc.*		6,207		60,518

94

Statement of Investments (Continued)

October 31, 2013

Nationwide U.S. Small Cap Value Fund (Continued)

Common Stocks (continued)
	Shares		Market Value
Thrifts & Mortgage Finance (continued)
Berkshire Hills Bancorp, Inc.		5,839	$	148,135
BofI Holding, Inc.*		1,200		72,504
Brookline Bancorp, Inc.		20,871		185,126
Cape Bancorp, Inc. (c)		600		5,526
Capitol Federal Financial, Inc.		2,080		26,354
Dime Community Bancshares, Inc.		4,847		79,297
Doral Financial Corp.*		1,843		31,147
ESB Financial Corp.		837		11,140
ESSA Bancorp, Inc.		2,745		30,085
Federal Agricultural Mortgage Corp., Class C		1,400		49,966
First Defiance Financial Corp.		1,726		44,565
First Financial Northwest, Inc.		4,800		52,032
First Place Financial Corp.*		367		1
Flagstar Bancorp, Inc.*		9,056		146,798
Fox Chase Bancorp, Inc.		1,341		23,159
Franklin Financial Corp.		1,418		26,758
HF Financial Corp.		155		2,066
Hingham Institution for Savings		82		5,963
Home Bancorp, Inc.*		983		17,861
HopFed Bancorp, Inc.		12		130
Hudson City Bancorp, Inc.		14,205		127,561
Louisiana Bancorp, Inc.*		600		10,524
Meridian Interstate Bancorp, Inc.*		203		4,819
MGIC Investment Corp.*		14,687		119,552
Northeast Community Bancorp, Inc.		300		2,265
Northfield Bancorp, Inc.		14,076		182,003
Northwest Bancshares, Inc.		12,876		180,135
OceanFirst Financial Corp.		2,296		40,387
Oritani Financial Corp.		5,415		87,831
People’s United Financial, Inc.		40,921		590,490
Provident Financial Holdings, Inc.		1,200		18,192
Provident Financial Services, Inc.		7,000		131,180
Provident New York Bancorp (c)		3,923		45,978
Pulaski Financial Corp.		573		6,240
Radian Group, Inc. (c)		9,800		142,786
Riverview Bancorp, Inc.* (c)		5,811		15,457
Rockville Financial, Inc.		2,616		34,400
SI Financial Group, Inc.		1,087		12,316
Simplicity Bancorp, Inc.		412		6,460
Teche Holding Co.		71		3,571
Territorial Bancorp, Inc.		1,130		24,645
Tree.com, Inc.		1,200		35,412
TrustCo Bank Corp. NY		12,974		87,185
United Community Financial Corp.*		10,202		40,808
United Financial Bancorp, Inc.		3,256		51,054
Walker & Dunlop, Inc.*		2,658		34,501
Washington Federal, Inc.		20,793		473,665
Waterstone Financial, Inc.*		1,700		18,088
Westfield Financial, Inc.		6,098		43,967
WSFS Financial Corp.		383		26,814
				4,045,192

Common Stocks (continued)
	Shares		Market Value
Tobacco 0.2%
Alliance One International, Inc.*		25,394	$	75,420
Universal Corp. (c)		3,217		170,598
				246,018
Trading Companies & Distributors 1.3%
Aceto Corp.		4,030		64,279
Aircastle Ltd.		3,600		67,932
Applied Industrial Technologies, Inc.		465		21,999
Beacon Roofing Supply, Inc.*		5,115		177,542
CAI International, Inc.*		3,088		67,596
GATX Corp.		10,900		561,895
H&E Equipment Services, Inc.*		5,445		136,288
Houston Wire & Cable Co.		5,159		71,555
Kaman Corp.		1,469		54,617
Lawson Products, Inc.*		1,726		22,645
Rush Enterprises, Inc., Class A*		7,111		203,517
TAL International Group, Inc. (c)		9,079		438,606
Titan Machinery, Inc.* (c)		5,779		101,942
Willis Lease Finance Corp.*		606		10,563
				2,000,976
Water Utilities 0.0%†
Consolidated Water Co., Ltd.		4,041		60,776
SJW Corp.		529		14,934
				75,710
Wireless Telecommunication Services 0.7%
Leap Wireless International, Inc.*		11,649		187,549
NII Holdings, Inc.* (c)		8,451		29,071
Shenandoah Telecommunications Co.		3,798		105,319
Telephone & Data Systems, Inc.		12,236		381,518
T-Mobile US, Inc.*		8,475		235,012
United States Cellular Corp.		2,275		110,110
USA Mobility, Inc.		4,614		68,841
				1,117,420
Total Common Stocks (cost $115,395,063)				151,273,942
Right 0.0%†
	Number of Rights		Market Value
Hotels, Restaurants & Leisure 0.0%†
Caesars Entertainment Corp., expiring 11/02/13* (a)(c)		7,594		17,390
Total Right (cost $—)				17,390

95

Statement of Investments (Continued)

October 31, 2013

Nationwide U.S. Small Cap Value Fund (Continued)

Warrants 0.0%†
	Number of Warrants		Market Value
Health Care Equipment & Supplies 0.0%†
PhotoMedex, Inc., expiring 12/13/14* (a)(b)(c)		60	$	0
Oil, Gas & Consumable Fuels 0.0%†
Magnum Hunter Resources Corp., expiring 04/15/16* (a)(c)		1,235		0
Total Warrants (cost $—)				0
Mutual Fund 1.4%
	Shares		Market Value
Money Market Fund 1.4%
Fidelity Institutional Money Market Fund — Institutional Class, 0.08% (d)		2,151,661		2,151,661
Total Mutual Fund (cost $2,151,661)				2,151,661
Repurchase Agreements 6.4%
	Principal Amount		Market Value
BNP Paribas Securities Corp., 0.09%, dated 10/31/13, due 11/01/13, repurchase price $5,000,013, collateralized by U.S. Government Agency and Treasury Securities ranging from 0.00% - 5.13%, maturing 02/15/21 - 05/04/37; total market value $5,100,001. (e)	$	5,000,000	$	5,000,000
Goldman Sachs & Co., 0.10%, dated 10/31/13, due 11/01/13, repurchase price $4,831,899, collateralized by U.S. Government Agency Securities ranging from 2.50% - 7.50%, maturing 06/15/23 - 10/20/43; total market value $4,928,523. (e)		4,831,885		4,831,885
Total Repurchase Agreements (cost $9,831,885)				9,831,885
Total Investments (cost $127,378,609) (f) — 107.1%				163,274,878
Liabilities in excess of other assets — (7.1%)				(10,827,482	)
NET ASSETS — 100.0%			$	152,447,396

* Denotes a non-income producing security.

(a) Fair Valued Security.

(b) Illiquid security.

(c) The security or a portion of this security is on loan at October 31, 2013. The total value of securities on loan at October 31, 2013 was $9,457,340.

(d) Represents 7-day effective yield as of October 31, 2013.

(e) The security was purchased with cash collateral held from securities on loan. The total value of securities purchased with cash collateral as of October 31, 2013 was $9,831,885.

(f) See notes to financial statements for tax unrealized appreciation/(depreciation) of securities.

† Amount rounds to less than 0.1%.

ADR American Depositary Receipt

AG Stock Corporation

Ltd. Limited

NV Public Traded Company

PLC Public Limited Company

REIT Real Estate Investment Trust

SA Stock Company

The accompanying notes are an integral part of these financial statements.

96

Statement of Assets and Liabilities

October 31, 2013

	Nationwide U.S. Small Cap Value Fund
Assets:
Investments, at value* (cost $117,546,724)	$	153,442,993
Repurchase agreements, at value and cost		9,831,885
Total Investments		163,274,878
Cash		20,780
Dividends receivable		42,027
Security lending income receivable		9,569
Receivable for investments sold		62,830
Receivable for capital shares issued		228,772
Prepaid expenses		23,422
Total Assets		163,662,278
Liabilities:
Payable for investments purchased		1,098,029
Payable for capital shares redeemed		95,264
Payable upon return of securities loaned (Note 2)		9,831,885
Accrued expenses and other payables:
Investment advisory fees		117,950
Fund administration fees		10,386
Distribution fees		4,508
Administrative servicing fees		25,756
Accounting and transfer agent fees		7,693
Trustee fees		613
Custodian fees		526
Compliance program costs (Note 3)		123
Professional fees		19,160
Printing fees		2,844
Other		145
Total Liabilities		11,214,882
Net Assets	$	152,447,396
Represented by:
Capital	$	108,512,620
Accumulated distributions in excess of net investment income		(44,415	)
Accumulated net realized gains from investment transactions		8,082,922
Net unrealized appreciation/(depreciation) from investments		35,896,269
Net Assets	$	152,447,396
Net Assets:
Class A Shares	$	14,048,236
Class C Shares		2,407,598
Institutional Service Class Shares		134,003,167
Institutional Class Shares		1,988,395
Total	$	152,447,396

* Includes value of securities on loan of $9,457,340 (Note 2).

97

Statement of Assets and Liabilities (Continued)

October 31, 2013

	Nationwide U.S. Small Cap Value Fund
Shares Outstanding (unlimited number of shares authorized):
Class A Shares		945,298
Class C Shares		166,252
Institutional Service Class Shares		8,984,112
Institutional Class Shares		132,161
Total		10,227,823
Net asset value and redemption price per share (Net assets by class divided by shares outstanding by class, respectively):
Class A Shares (a)	$	14.86
Class C Shares (b)	$	14.48
Institutional Service Class Shares	$	14.92
Institutional Class Shares	$	15.05
Maximum offering price per share (100%/(100%-maximum sales charge) of net asset value adjusted to the nearest cent):
Class A Shares	$	15.77
Maximum Sales Charge:
Class A Shares		5.75	%

(a) For Class A Shares, the redemption price per share is reduced by 1.00% on sales of shares of original purchases of  $1,000,000 or more or that were not subject to a front-end sales charge made within 18 months of the purchase date.

(b) For Class C Shares, the redemption price per share is reduced by 1.00% for shares held less than one year.

The accompanying notes are an integral part of these financial statements.

98

Statement of Operations

For the Year Ended October 31, 2013

	Nationwide U.S. Small Cap Value Fund
INVESTMENT INCOME:
Dividend income	$	1,949,116
Income from securities lending (Note 2)		100,488
Foreign tax withholding		(313	)
Total Income		2,049,291
EXPENSES:
Investment advisory fees		1,148,628
Fund administration fees		112,917
Distribution fees Class A		12,352
Distribution fees Class C		12,598
Administrative servicing fees Class A		2,745
Administrative servicing fees Institutional Service Class		285,229
Registration and filing fees		45,831
Professional fees		27,326
Printing fees		10,605
Trustee fees		4,624
Custodian fees		4,974
Accounting and transfer agent fees		29,462
Compliance program costs (Note 3)		455
Other		7,920
Total expenses before earnings credit and expenses reimbursed		1,705,666
Earnings credit (Note 5)		(72	)
Expenses reimbursed by adviser (Note 3)		(73,081	)
Net Expenses		1,632,513
NET INVESTMENT INCOME		416,778
REALIZED/UNREALIZED GAINS (LOSSES) FROM INVESTMENTS:
Net realized gains from investment transactions		8,028,075
Net change in unrealized appreciation/(depreciation) from investments		30,304,294
Net realized/unrealized gains from investments		38,332,369
CHANGE IN NET ASSETS RESULTING FROM OPERATIONS	$	38,749,147

The accompanying notes are an integral part of these financial statements.

99

Statements of Changes in Net Assets

	Nationwide U.S. Small Cap Value Fund
	Year Ended October 31, 2013			Year Ended October 31, 2012
Operations:
Net investment income	$	416,778		$	203,722
Net realized gains from investment transactions		8,028,075			1,917,260
Net change in unrealized appreciation/(depreciation) from investments		30,304,294			9,926,376
Change in net assets resulting from operations		38,749,147			12,047,358
Distributions to Shareholders From:
Net investment income:
Class A		(12,049	)		–
Class C		–			–
Institutional Service Class		(633,028	)		–
Institutional Class		(452	)		–
Net realized gains:
Class A		(38,188	)		(47,450	)
Class C		(18,306	)		(19,330	)
Institutional Service Class		(1,884,739	)		(1,595,730	)
Institutional Class		(1,052	)		(1,227	)
Change in net assets from shareholder distributions		(2,587,814	)		(1,663,737	)
Change in net assets from capital transactions		19,497,683			26,118,603
Change in net assets		55,659,016			36,502,224
Net Assets:
Beginning of year		96,788,380			60,286,156
End of year	$	152,447,396		$	96,788,380
Accumulated undistributed (distributions in excess of) net investment income at end of year	$	(44,415	)	$	180,814
CAPITAL TRANSACTIONS:
Class A Shares
Proceeds from shares issued	$	13,362,089		$	530,511
Dividends reinvested		47,761			45,319
Cost of shares redeemed		(2,487,489	)		(825,766	)
Total Class A Shares		10,922,361			(249,936	)
Class C Shares
Proceeds from shares issued		1,320,303			271,657
Dividends reinvested		17,167			18,835
Cost of shares redeemed		(170,630	)		(346,292	)
Total Class C Shares		1,166,840			(55,800	)
Institutional Service Class Shares
Proceeds from shares issued		22,268,396			35,326,628
Dividends reinvested		2,517,767			1,595,730
Cost of shares redeemed		(19,157,428	)		(10,499,302	)
Total Institutional Service Class Shares		5,628,735			26,423,056

100

Statements of Changes in Net Assets (Continued)

	Nationwide U.S. Small Cap Value Fund
	Year Ended October 31, 2013			Year Ended October 31, 2012
CAPITAL TRANSACTIONS: (continued)
Institutional Class Shares
Proceeds from shares issued	$	1,904,289		$	56
Dividends reinvested		1,504			1,227
Cost of shares redeemed		(126,046	)		–
Total Institutional Class Shares		1,779,747			1,283
Change in net assets from capital transactions	$	19,497,683		$	26,118,603
SHARE TRANSACTIONS:
Class A Shares
Issued		968,999			51,284
Reinvested		4,225			4,910
Redeemed		(185,554	)		(76,923	)
Total Class A Shares		787,670			(20,729	)
Class C Shares
Issued		97,243			26,256
Reinvested		1,550			2,079
Redeemed		(13,402	)		(34,937	)
Total Class C Shares		85,391			(6,602	)
Institutional Service Class Shares
Issued		1,731,239			3,516,804
Reinvested		222,234			172,324
Redeemed		(1,480,207	)		(966,512	)
Total Institutional Service Class Shares		473,266			2,722,616
Institutional Class Shares
Issued		136,291			5
Reinvested		131			132
Redeemed		(8,840	)		–
Total Institutional Class Shares		127,582			137
Total change in shares		1,473,909			2,695,422

Amounts designated as “–” are zero or have been rounded to zero.

The accompanying notes are an integral part of these financial statements.

101

Financial Highlights

Selected data for each share of capital outstanding throughout the periods indicated

Nationwide U.S. Small Cap Value Fund

			Operations							Distributions																		Ratios/Supplemental Data
	Net Asset Value, Beginning of Period		Net Investment Income (Loss)			Net Realized and Unrealized Gains from Investments		Total from Operations		Net Investment Income			Net Realized Gains			Return of Capital			Total Distributions			Redemption Fees		Net Asset Value, End of Period		Total Return (a)		Net Assets at End of Period		Ratio of Expenses to Average Net Assets		Ratio of Net Investment Income (Loss) to Average Net Assets	Ratio of Expenses (Prior to Reimbursements) to Average Net Assets (b)		Portfolio Turnover (c)
Class A Shares
Year Ended October 31, 2013 (d)	$	11.02		–			4.12		4.12		(0.07	)		(0.21	)		–			(0.28	)		–	$	14.86		38.22%	$	14,048,236		1.39%	–		1.44%		19.48%
Year Ended October 31, 2012 (d)	$	9.93		0.02			1.35		1.37		–			(0.28	)		–			(0.28	)		–	$	11.02		14.30%	$	1,737,594		1.38%	0.20%		1.49%		11.76%
Year Ended October 31, 2011 (d)	$	9.50		(0.02	)		0.45		0.43		–			–			–			–			–	$	9.93		4.53%	$	1,770,283		1.38%	(0.21%)		1.59%		17.88%
Year Ended October 31, 2010 (d)	$	7.64		(0.02	)		1.90		1.88		–			–			(0.02	)		(0.02	)		–	$	9.50		24.59%	$	102,698		1.36%	(0.18%)		1.75%		20.25%
Year Ended October 31, 2009 (d)	$	7.15		(0.01	)		0.62		0.61		(0.02	)		(0.10	)		–			(0.12	)		–	$	7.64		8.99%	$	71,532		1.34%	(0.11%)		1.65%		22.58%
Class C Shares
Year Ended October 31, 2013 (d)	$	10.75		(0.06	)		4.00		3.94		–			(0.21	)		–			(0.21	)		–	$	14.48		37.31%	$	2,407,598		2.09%	(0.48%)		2.14%		19.48%
Year Ended October 31, 2012 (d)	$	9.76		(0.05	)		1.32		1.27		–			(0.28	)		–			(0.28	)		–	$	10.75		13.50%	$	869,607		2.09%	(0.51%)		2.20%		11.76%
Year Ended October 31, 2011 (d)	$	9.41		(0.09	)		0.44		0.35		–			–			–			–			–	$	9.76		3.72%	$	853,527		2.09%	(0.90%)		2.29%		17.88%
Year Ended October 31, 2010 (d)	$	7.60		(0.09	)		1.90		1.81		–			–			–			–			–	$	9.41		23.82%	$	49,644		2.09%	(1.01%)		2.42%		20.25%
Year Ended October 31, 2009 (d)	$	7.12		(0.02	)		0.59		0.57		–			(0.10	)		–			(0.10	)		0.01	$	7.60		8.48%	$	7,720		2.09%	(0.37%)		2.48%		22.58%
Institutional Service Class Shares
Year Ended October 31, 2013 (d)	$	11.06		0.05			4.09		4.14		(0.07	)		(0.21	)		–			(0.28	)		–	$	14.92		38.31%	$	134,003,167		1.34%	0.37%		1.40%		19.48%
Year Ended October 31, 2012 (d)	$	9.95		0.03			1.36		1.39		–			(0.28	)		–			(0.28	)		–	$	11.06		14.47%	$	94,130,117		1.34%	0.24%		1.45%		11.76%
Year Ended October 31, 2011 (d)	$	9.53		–			0.42		0.42		–			–			–			–			–	$	9.95		4.41%	$	57,617,887		1.33%	(0.01%)		1.57%		17.88%
Year Ended October 31, 2010 (d)	$	7.65		(0.02	)		1.91		1.89		–			–			(0.01	)		(0.01	)		–	$	9.53		24.70%	$	37,444,546		1.34%	(0.20%)		1.67%		20.25%
Year Ended October 31, 2009 (d)	$	7.16		0.01			0.62		0.63		(0.04	)		(0.10	)		–			(0.14	)		–	$	7.65		9.27%	$	25,941,166		1.34%	0.20%		1.75%		22.58%
Institutional Class Shares
Year Ended October 31, 2013 (d)	$	11.15		0.02			4.19		4.21		(0.10	)		(0.21	)		–			(0.31	)		–	$	15.05		38.68%	$	1,988,395		1.09%	0.16%		1.13%		19.48%
Year Ended October 31, 2012 (d)	$	10.01		0.05			1.37		1.42		–			(0.28	)		–			(0.28	)		–	$	11.15		14.69%	$	51,062		1.09%	0.49%		1.20%		11.76%
Year Ended October 31, 2011 (d)	$	9.56		0.02			0.43		0.45		–			–			–			–			–	$	10.01		4.71%	$	44,459		1.09%	0.23%		1.33%		17.88%
Year Ended October 31, 2010 (d)	$	7.67		0.01			1.91		1.92		–			–			(0.03	)		(0.03	)		–	$	9.56		25.05%	$	42,453		1.09%	0.07%		1.42%		20.25%
Year Ended October 31, 2009 (d)	$	7.17		0.03			0.62		0.65		(0.05	)		(0.10	)		–			(0.15	)		–	$	7.67		9.58%	$	33,944		1.09%	0.48%		1.46%		22.58%

Amounts designated as “–” are zero or have been rounded to zero.

(a) Excludes sales charge.

(b) During the period, certain fees may have been waived and/or reimbursed. If such waivers/reimbursements had not occurred, the ratios would have been as indicated.

(c) Portfolio turnover is calculated on the basis of the Fund as a whole without distinguishing among the classes of shares.

(d) Per share calculations were performed using average shares method.

The accompanying notes are an integral part of these financial statements.

102

Fund Commentary Nationwide Bond Fund

For the annual period ended October 31, 2013, the Nationwide Bond Fund (Institutional Service Class) returned 0.56% versus -1.08% for its benchmark, the Barclays U.S. Aggregate Bond Index. For broader comparison, the median return for the Fund’s closest Lipper peer category of Corporate Debt Funds BBB-Rated (consisting of 184 funds as of October 31, 2013) was -0.12% for the same time period.

The past year has been volatile in the fixed-income markets. A centerpiece of the Federal Reserve (Fed) strategy has been monthly open-market purchases ($85 billion) of various types of government and federal agency securities, in an effort to hold interest rates low to stimulate the economy. Concern arose in the markets during the second quarter that the Fed may begin scaling back these purchases sooner than had been anticipated. This market perception had the effect of increasing interest rates and hurting the relative performance of less-liquid and non-government-related securities. As the third quarter progressed, the Fed reiterated its intention to maintain an accommodative monetary policy (continued security purchases) until there are further signs of meaningful improvement in U.S. employment and economic growth, and/or signs that inflation is accelerating. This affirmation from the Fed provided renewed support for risk spread-based asset classes such as corporate bonds, commercial mortgage-backed securities (CMBS) and mortgage-backed securities (MBS), consistent with the Fund’s portfolio positioning, and has provided strong relative performance for the Fund.

The out-of-benchmark position in Treasury Inflation-Protected Securities (TIPS) detracted the most from relative performance, particularly in the second quarter when there were market concerns that the Fed was ready to taper (gradually reduce) quantitative easing (QE) sooner than previously expected. Also, inflation did not accelerate materially during the period.

The Fund’s overweight positions in investment-grade corporate bonds, CMBS and an out-of-benchmark position in non-agency residential MBS were the greatest contributors to Fund performance relative to the Fund’s benchmark

during the reporting period. With the exception of the second quarter of 2013, these asset classes benefited from a continuing, albeit slowly, improving economy, strong market demand and the Federal Reserve’s accommodative monetary policy.

New debt issuance was met with very strong demand throughout the reporting period. In addition to this strong supply/demand, or “technical” support for the asset classes in the Fund, performance also benefited from generally improving fundamentals. In corporate bonds, several sectors have demonstrated improving results and financial strength. Banks have broadly demonstrated improved capital positions, largely due to regulatory pressures, which have benefited bond-holders. The Fund’s overweight position in CMBS continued to benefit from improving commercial property fundamentals in selected markets and property types, as well as an improving supply/demand balance. The Fund’s non-agency MBS holdings also benefited from resurging strength in the residential housing market.

Subadviser:

Nationwide Asset Management, LLC

Portfolio Managers:

Joel S. Buck and Gary S. Davis, CFA

The Fund is subject to the risks of investing in fixed-income securities, including high-yield bonds (which are more volatile and at a greater risk of default) and foreign securities. Please refer to the summary prospectus for a more detailed explanation of the Fund’s principal risks.

A description of the benchmarks can be found on the Market Index Definitions page at the back of this book.

103

Fund Overview Nationwide Bond Fund

Objective

The Fund seeks as high a level of current income as is consistent with preserving capital.

Highlights

Ÿ The Nationwide Bond Fund Institutional Service Class returned 0.56% for the annual period, outperforming the Barclays U.S. Aggregate Bond Index by 1.64% and the Lipper peer category median by 0.68%.

Ÿ The Fund’s overweight positions in investment-grade corporate bonds, commercial mortgage-backed securities (CMBS) and an out-of-benchmark position in non-agency residential mortgage-backed securities (MBS) were the greatest contributors to Fund performance.

Ÿ The out-of-benchmark position in Treasury Inflation-Protected Securities (TIPS) detracted the most from relative performance.

Asset Allocation†

Corporate Bonds	57.4%
Commercial Mortgage Backed Securities	11.7%
U.S. Treasury Bonds	7.7%
U.S. Treasury Notes	7.6%
Collateralized Mortgage Obligations	6.4%
U.S. Government Mortgage Backed Agencies	4.1%
Municipal Bonds	2.6%
Mutual Fund	1.0%
Asset-Backed Securities	0.7%
Other assets in excess of liabilities	0.8%
	100.0%

Top Industries††

Oil, Gas & Consumable Fuels	9.4%
Commercial Banks	8.6%
Diversified Financial Services	5.2%
Gas Utilities	4.5%
Metals & Mining	3.2%
Airlines	2.8%
Insurance	2.2%
Diversified Telecommunication Services	1.9%
Capital Markets	1.8%
Media	1.8%
Other Industries	58.6%
	100.0%

Top Holdings††

U.S. Treasury Inflation Indexed Bonds, 2.00%, 01/15/14	4.7%
U.S. Treasury Notes, 0.88%, 04/30/17	3.9%
U.S. Treasury Notes, 1.38%, 07/31/18	3.7%
U.S. Treasury Inflation Indexed Bonds, 2.13%, 01/15/19	3.1%
Greenwich Capital Commercial Funding Corp., 5.44%, 03/10/39	2.7%
JPMorgan Chase Commercial Mortgage Securities Corp., 3.34%, 07/15/46	2.6%
Federal National Mortgage Association REMICS, 5.50%, 05/25/23	2.4%
Federal National Mortgage Association Pool, 6.62%, 06/01/16	2.3%
Transocean, Inc., 6.38%, 12/15/21	2.0%
Federal National Mortgage Association REMICS, 4.50%, 03/25/39	1.7%
Other Holdings	70.9%
	100.0%

† Percentages indicated are based upon net assets as of October 31, 2013.

†† Percentages indicated are based upon total investments as of October 31, 2013.

104

Fund Performance Nationwide Bond Fund

Average Annual Total Return Bond Fund

(For periods ended October 31, 2013)		1 Yr.			5 Yr.			10 Yr.
Class A	w/o SC1		0.19%			7.65%			4.98%
	w/SC2		(4.10)%			6.71%			4.53%
Class B	w/o SC1		(0.58)%			6.94%			4.29%
	w/SC3		(5.38)%			6.63%			4.29%
Class C	w/o SC1		(0.39)%			6.96%			4.29%
	w/SC4		(1.36)%			6.96%			4.29%
Class R25,6			0.11%			7.36%			4.72%
Institutional Service Class7	w/o SC1		0.56%			7.98%			5.29%
	w/SC		0.56%			6.99%	8		4.80%	8
Institutional Class5,9			0.16%	*		–			–

Expense Ratios

	Gross Expense Ratio*	Net Expense Ratio*
Class A	1.15%		0.88%
Class B	1.82%		1.55%
Class C	1.82%		1.55%
Class R2	1.37%		1.10%
Institutional Service Class	0.87%		0.60%
Institutional Class	0.82%		0.55%

*Current effective prospectus dated March 1, 2013, supplement dated September 9, 2013. The difference between gross and net operating expenses reflects contractual waivers in place through February 28, 2014. Please see the Fund’s most recent prospectus for details.

All figures showing the effect of a sales charge (SC) reflect the maximum charge possible, because it has the most significant effect on performance data.

* Not annualized.

¹  These returns do not reflect the effects of SCs.

²  Prior to October 29, 2013, a 4.25% front-end sales charge was deducted. Effective October 29, 2013, a 2.25% front-end sales charge was deducted.

³  A 5.00% maximum contingent deferred sales charge (CDSC) was deducted. The CDSC declines to 0% after 6 years and is not deducted from returns after 6 years.

⁴  A 1.00% CDSC was deducted from the one year return because it is charged when you sell Class C shares within the first year after purchase.

⁵  Not subject to any SCs.

⁶  Effective February 28, 2009, Class R Shares were renamed Class R2 Shares.

⁷  Effective August 1, 2012, Class D Shares were renamed Institutional Service Class Shares.

⁸  A 4.50% front-end sales charge was deducted on Class D Shares.

⁹  Since inception date of December 6, 2012.

105

Fund Performance (con’t.) Nationwide Bond Fund

Performance of a $10,000 Investment

Investment return and principal value will fluctuate, and when redeemed, shares may be worth more or less than original cost. Past performance is no guarantee of future results and does not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares. Investing in mutual funds involves market risk, including loss of principal. Performance returns assume the reinvestment of all distributions.

Comparative performance of $10,000 invested in Institutional Service Class shares of the Nationwide Bond Fund versus the Barclays U.S. Aggregate Bond Index, and the Consumer Price Index (CPI) over the 10-year period ended 10/31/13. Unlike the Fund, the returns for these unmanaged indexes do not reflect any fees, expenses, or sales charges. Investors cannot invest directly in market indexes. A description of the benchmarks can be found on the Market Index Definitions page at the back of this book.

106

Shareholder Expense Example Nationwide Bond Fund

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, including sales charges (loads) paid on purchase payments and redemption fees; and (2) ongoing costs, including investment advisory fees, administration fees, distribution fees and other Fund expenses. The examples below are intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds. Per Securities and Exchange Commission (“SEC”) requirements, the examples assume that you had a $1,000 investment in the Class at the beginning of the reporting period (May 1, 2013) and continued to hold your shares at the end of the reporting period (October 31, 2013).

Actual Expenses

For each Class of the Fund in the table below, the first line provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid from May 1, 2013 through October 31, 2013. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line of each Class under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.

Hypothetical Expenses for Comparison Purposes

The second line of each Class in the table below provides information about hypothetical account values and hypothetical expenses based on the Class’ actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Class’ actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period from May 1, 2013 through October 31, 2013. You may use this information to compare the ongoing costs of investing in the Class of the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transaction costs, such as sales charges (loads) or redemption fees. If these transaction costs were included, your costs would have been higher. Therefore, the second line for each Class in the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. The examples also assume all dividends and distributions are reinvested.

Schedule of Shareholder Expenses

Expense Analysis of a $1,000 Investment

Nationwide Bond Fund October 31, 2013			Beginning Account Value ($) 05/01/13	Ending Account Value ($) 10/31/13	Expenses Paid During Period ($) 05/01/13 - 10/31/13	Expense Ratio During Period (%) 05/01/13 - 10/31/13
Class A Shares	Actual	a	1,000.00	983.00	4.40	0.88
	Hypotheticala,b		1,000.00	1,020.77	4.48	0.88
Class B Shares	Actual	a	1,000.00	978.80	7.78	1.56
	Hypotheticala,b		1,000.00	1,017.34	7.93	1.56
Class C Shares	Actual	a	1,000.00	979.70	7.73	1.55
	Hypotheticala,b		1,000.00	1,017.39	7.88	1.55
Class R2 Shares	Actual	a	1,000.00	982.20	5.25	1.05
	Hypotheticala,b		1,000.00	1,019.91	5.35	1.05
Institutional Service Class Shares	Actual	a	1,000.00	984.40	3.00	0.60
	Hypotheticala,b		1,000.00	1,022.18	3.06	0.60
Institutional Class Shares	Actual	a	1,000.00	984.70	2.75	0.55
	Hypotheticala,b		1,000.00	1,022.43	2.80	0.55

a Expenses are equal to the Fund’s annualized expense ratio multiplied by the average account value from May 1, 2013 through October 31, 2013 multiplied to reflect one-half year period. The expense ratio presented represents a six-month, annualized ratio in accordance with Securities and Exchange Commission guidelines.

b Represents the hypothetical 5% return before expenses.

107

Statement of Investments

October 31, 2013

Nationwide Bond Fund

Asset-Backed Securities 0.7%
	Principal Amount		Market Value
Other 0.7%
Residential Asset Mortgage Products, Inc., Series 2002-RS1, Class AI5, 5.91%, 01/25/32 (a)	$	409,761	$	378,262
Structured Asset Securities Corp., Series 2004-6XS, Class A6, 4.63%, 03/25/34 (b)		167,914		169,092
				547,354
Total Asset-Backed Securities (cost $577,670)				547,354
Collateralized Mortgage Obligations 6.4%
ABN Amro Mortgage Corp., Series 2003-8, Class A23, 5.50%, 06/25/33		11,080		11,068
American Home Mortgage Investment Trust, Series 2004-3, Class 6A1, 4.82%, 10/25/34 (b)		295,652		300,415
Countrywide Alternative Loan Trust, Series 2007-2CB, Class 2A14, 5.75%, 03/25/37		703,775		584,976
Countrywide Home Loan Mortgage Pass Through Trust, Series 2005-15, Class A7, 5.50%, 08/25/35		276,586		254,529
Federal National Mortgage Association REMICS
Series 2003-33, Class LB, 5.50%, 05/25/23		1,773,025		1,920,611
Series 2009-42, Class AP, 4.50%, 03/25/39		1,293,349		1,371,587
MASTR Alternative Loans Trust, Series 2005-6, Class 1A5, 5.50%, 12/25/35		723,921		693,577
Residential Funding Securities LLC, Series 2003-RM2, Class AI3, 4.50%, 05/25/33		70,830		70,912
Total Collateralized Mortgage Obligations (cost $5,161,670)				5,207,675
Commercial Mortgage Backed Securities 11.7%
Banc of America Merrill Lynch Commercial Mortgage, Inc., Series 2005-6, Class AM, 5.18%, 09/10/47 (a)		1,000,000		1,072,115
Citigroup Commercial Mortgage Trust, Series 2007-C6, Class A3B, 5.71%, 12/10/49 (a)		1,000,000		1,039,304

Commercial Mortgage Backed Securities (continued)
	Principal Amount		Market Value
Credit Suisse Mortgage Capital Certificates, Series 2007-C5, Class A3, 5.69%, 09/15/40 (a)	$	1,000,000	$	1,019,315
Greenwich Capital Commercial Funding Corp., Series 2007-GG9, Class A4, 5.44%, 03/10/39		2,000,000		2,216,151
GS Mortgage Securities Corp. II, Series 2006-GG8, Class AM, 5.59%, 11/10/39		1,000,000		1,096,168
JPMorgan Chase Commercial Mortgage Securities Corp., Series 2011-C4, Class A2, 3.34%, 07/15/46 (c)		2,000,000		2,093,338
LB-UBS Commercial Mortgage Trust, Series 2005-C7, Class A3, 5.45%, 11/15/30 (a)		999,383		1,007,496
Total Commercial Mortgage Backed Securities (cost $9,358,438)				9,543,887
Corporate Bonds 57.4%
Airlines 2.7%
American Airlines Pass Through Trust, Series 2013-2, Class A, 4.95%, 07/15/24 (c)		1,000,000		1,032,500
British Airways PLC, 5.63%, 06/20/20 (c)		1,000,000		1,033,379
Continental Airlines Pass Through Trust, Series 1997-4, Class B, 6.90%, 01/02/17		151,760		156,692
				2,222,571
Beverages 1.5%
Anheuser-Busch InBev Worldwide, Inc., 7.75%, 01/15/19		1,000,000		1,265,768
Capital Markets 1.8%
FMR LLC, 7.49%, 06/15/19 (c)		750,000		914,343
Morgan Stanley, 5.50%, 07/28/21		500,000		562,744
				1,477,087
Chemicals 1.1%
Mosaic Global Holdings, Inc., 7.30%, 01/15/28		750,000		924,349
Commercial Banks 8.6%
Bank of America NA, 6.10%, 06/15/17		750,000		854,272
CoBank ACB, 7.88%, 04/16/18 (c)		850,000		1,033,441

108

Statement of Investments (Continued)

October 31, 2013

Nationwide Bond Fund (Continued)

Corporate Bonds (continued)
	Principal Amount		Market Value
Commercial Banks (continued)
HSBC Holdings PLC, 6.80%, 06/01/38	$	750,000	$	915,813
Huntington Bancshares, Inc., 7.00%, 12/15/20		500,000		595,996
ING Bank NV, 5.13%, 05/01/15 (c)		1,000,000		1,027,045
Nordea Bank AB, 4.88%, 05/13/21 (c)		1,000,000		1,053,105
Sovereign Bank, 8.75%, 05/30/18		750,000		891,791
Wells Fargo & Co., 5.38%, 11/02/43		600,000		607,049
				6,978,512
Communications Equipment 0.5%
Cisco Systems, Inc., 5.50%, 01/15/40		350,000		389,290
Computers & Peripherals 1.2%
Digital Equipment Corp., 7.75%, 04/01/23		825,000		962,918
Diversified Financial Services 5.2%
General Electric Capital Corp. 5.30%, 02/11/21		500,000		556,827
4.65%, 10/17/21		750,000		823,401
Hyundai Capital Services, Inc., 3.50%, 09/13/17 (c)		1,000,000		1,047,500
JPMorgan Chase & Co., Series 1, 7.90%, 04/30/18 (d)		1,000,000		1,115,000
National Rural Utilities Cooperative Finance Corp., 10.38%, 11/01/18		500,000		686,356
				4,229,084
Diversified Telecommunication Services 1.9%
Qwest Corp., 6.88%, 09/15/33		1,000,000		990,000
Verizon Communications, Inc., 5.15%, 09/15/23		500,000		543,340
				1,533,340
Electric Utilities 1.4%
PSEG Power LLC, 5.32%, 09/15/16		1,000,000		1,106,981
Energy Equipment & Services 1.3%
Weatherford International Ltd., 6.75%, 09/15/40		1,000,000		1,070,545
Food & Staples Retailing 1.3%
CVS Pass-Through Trust, 6.94%, 01/10/30		863,876		1,024,778

Corporate Bonds (continued)
	Principal Amount		Market Value
Gas Utilities 4.4%
DCP Midstream Operating LP, 3.88%, 03/15/23	$	1,000,000	$	932,773
Kinder Morgan Energy Partners LP, 6.95%, 01/15/38		500,000		584,645
Rockies Express Pipeline LLC, 3.90%, 04/15/15 (c)		1,000,000		997,500
Sunoco Logistics Partners Operations LP, 5.50%, 02/15/20		1,000,000		1,095,070
				3,609,988
Health Care Providers & Services 1.3%
Express Scripts Holding Co., 4.75%, 11/15/21		500,000		540,379
Hospira, Inc., 6.05%, 03/30/17		500,000		552,162
				1,092,541
Industrial Conglomerates 1.6%
Eaton Corp., 8.88%, 06/15/19		1,000,000		1,280,863
Insurance 2.2%
Liberty Mutual Group, Inc., 4.95%, 05/01/22 (c)		850,000		895,539
Oil Insurance Ltd., 3.23%, 12/02/13 (c)(d)		1,000,000		920,000
				1,815,539
Media 1.8%
NBCUniversal Enterprise, Inc., 1.97%, 04/15/19 (c)		1,000,000		980,250
Time Warner Cable, Inc., 4.00%, 09/01/21		500,000		469,371
				1,449,621
Metals & Mining 3.1%
Anglo American Capital PLC, 9.38%, 04/08/19 (c)		550,000		698,455
Barrick Gold Corp., 6.95%, 04/01/19		750,000		862,352
Freeport-McMoRan Copper & Gold, Inc., 2.38%, 03/15/18		1,000,000		996,384
				2,557,191
Multiline Retail 0.9%
Wal-Mart Stores, Inc., 5.63%, 04/15/41		625,000		714,009
Oil, Gas & Consumable Fuels 9.4%
Anadarko Petroleum Corp., 6.95%, 06/15/19		800,000		976,711
Devon Energy Corp., 4.00%, 07/15/21		750,000		775,417
Murphy Oil Corp., 3.70%, 12/01/22		1,000,000		949,998

109

Statement of Investments (Continued)

October 31, 2013

Nationwide Bond Fund (Continued)

Corporate Bonds (continued)
	Principal Amount		Market Value
Oil, Gas & Consumable Fuels (continued)
Petrobras International Finance Co., 3.88%, 01/27/16	$	1,000,000	$	1,031,501
Pride International, Inc., 6.88%, 08/15/20		1,000,000		1,202,454
Rowan Cos., Inc., 5.00%, 09/01/17		1,000,000		1,088,934
Transocean, Inc., 6.38%, 12/15/21		1,425,000		1,603,442
				7,628,457
Pharmaceuticals 1.2%
AbbVie, Inc., 2.90%, 11/06/22		1,000,000		953,015
Real Estate Investment Trusts (REITs) 1.4%
Highwoods Realty LP, 5.85%, 03/15/17		1,000,000		1,109,618
Road & Rail 0.4%
Federal Express Corp. 1993 Pass Through Trust, Series B2, 7.63%, 01/01/15		331,928		342,847
Tobacco 1.2%
Altria Group, Inc., 4.00%, 01/31/24		1,000,000		998,632
Total Corporate Bonds (cost $44,548,953)				46,737,544
Municipal Bonds 2.6%
California 1.8%
Northern California Power Agency, RB, Series B, 7.31%, 06/01/40		500,000		560,110
State of California, GO, 5.70%, 11/01/21		750,000		883,732
				1,443,842
District of Columbia 0.8%
Metropolitan Washington Airports Authority, RB, 7.46%, 10/01/46		600,000		686,136
Total Municipal Bonds (cost $2,171,202)				2,129,978
U.S. Government Mortgage Backed Agencies 4.1%
Federal Home Loan Mortgage Corp. Gold Pool Pool# E01443,     3.50%, 07/01/18		542,347		571,011

U.S. Government Mortgage Backed Agencies (continued)
	Principal Amount		Market Value
Federal National Mortgage Association Pool Pool# 383661     6.62%, 06/01/16	$	1,615,863	$	1,823,706
Pool# 386905 5.00%, 04/01/19		837,515		939,935
Total U.S. Government Mortgage Backed Agencies (cost $2,957,184)				3,334,652
U.S. Treasury Bonds 7.7%
U.S. Treasury Inflation Indexed Bonds
2.00%, 01/15/14		3,000,000		3,801,875
2.13%, 01/15/19		2,000,000		2,481,607
Total U.S. Treasury Bonds (cost $6,045,160)				6,283,482
U.S. Treasury Notes 7.6%
U.S. Treasury Notes 0.88%, 04/30/17		3,150,000		3,158,859
1.38%, 07/31/18		3,000,000		3,019,688
Total U.S. Treasury Notes (cost $6,158,262)				6,178,547
Mutual Fund 1.0%
	Shares		Market Value
Money Market Fund 1.0%
Fidelity Institutional Money Market Fund — Institutional Class, 0.08% (e)		803,812		803,812
Total Mutual Fund (cost $803,812)				803,812
Total Investments (cost $77,782,351) (f) — 99.2%				80,766,931
Other assets in excess of liabilities — 0.8%				637,378
NET ASSETS — 100.0%			$	81,404,309

(a) Variable Rate Security. The rate reflected in the Statement of Investments is the rate in effect on October 31, 2013. The maturity date represents the actual maturity date.

(b) Step Bond. Coupon rate is set for an initial period and then increases to a higher coupon rate at a specific date. The rate shown is the rate at October 31, 2013.

110

Statement of Investments (Continued)

October 31, 2013

Nationwide Bond Fund (Continued)

(c) Rule 144A, Section 4(2), or other security which is restricted as to sale to institutional investors. These securities were deemed liquid pursuant to procedures approved by the Board of Trustees. The aggregate value of these securities at October 31, 2013 was $13,726,395 which represents 16.86% of net assets.

(d) Variable Rate and Perpetual Bond Security. The rate reflected in the Statement of Investments is the rate in effect on October 31, 2013. The maturity date reflects the next call date.

(e) Represents 7-day effective yield as of October 31, 2013.

(f) See notes to financial statements for tax unrealized appreciation/(depreciation) of securities.

AB Stock Company

ACB Agricultural Credit Bank

GO General Obligation

LLC Limited Liability Company

LP Limited Partnership

Ltd. Limited

NA National Association

NV Public Traded Company

PLC Public Limited Company

RB Revenue Bond

REIT Real Estate Investment Trust

REMICS Real Estate Mortgage Investment Conduits

The accompanying notes are an integral part of these financial statements.

111

Statement of Assets and Liabilities

October 31, 2013

	Nationwide Bond Fund
Assets:
Investments, at value (cost $77,782,351)	$	80,766,931
Interest and dividends receivable		725,435
Receivable for capital shares issued		207,909
Prepaid expenses		32,256
Total Assets		81,732,531
Liabilities:
Distributions payable		34,419
Payable for capital shares redeemed		212,877
Accrued expenses and other payables:
Investment advisory fees		5,732
Fund administration fees		14,677
Distribution fees		8,725
Administrative servicing fees		8,327
Accounting and transfer agent fees		7,511
Custodian fees		416
Compliance program costs (Note 3)		20
Professional fees		28,817
Printing fees		6,094
Other		607
Total Liabilities		328,222
Net Assets	$	81,404,309
Represented by:
Capital	$	78,233,872
Accumulated distributions in excess of net investment income		(155,315	)
Accumulated net realized gains from investment transactions		341,172
Net unrealized appreciation/(depreciation) from investments		2,984,580
Net Assets	$	81,404,309
Net Assets:
Class A Shares	$	24,116,827
Class B Shares		61,247
Class C Shares		3,949,327
Class R2 Shares		348,615
Institutional Service Class Shares		52,898,095
Institutional Class Shares		30,198
Total	$	81,404,309
Shares Outstanding (unlimited number of shares authorized):
Class A Shares		2,435,684
Class B Shares		6,186
Class C Shares		398,319
Class R2 Shares		35,182
Institutional Service Class Shares		5,334,975
Institutional Class Shares		3,044
Total		8,213,390

112

Statement of Assets and Liabilities (Continued)

October 31, 2013

	Nationwide Bond Fund
Net asset value and redemption price per share (Net assets by class divided by shares outstanding by class, respectively):
Class A Shares (a)	$	9.90
Class B Shares (b)	$	9.90
Class C Shares (c)	$	9.91
Class R2 Shares	$	9.91
Institutional Service Class Shares	$	9.92
Institutional Class Shares	$	9.92
Maximum offering price per share (100%/(100%-maximum sales charge) of net asset value adjusted to the nearest cent):
Class A Shares	$	10.13
Maximum Sales Charge:
Class A Shares		2.25	%

(a) For Class A Shares, the redemption price per share is reduced by 0.75% on sales of shares of original purchases of $500,000 or more or that were not subject to a front-end sales charge made within 18 months of the purchase date.

(b) For Class B Shares, the redemption price per share varies by the length of time shares are held.

(c) For Class C Shares, the redemption price per share is reduced by 1.00% for shares held less than one year.

The accompanying notes are an integral part of these financial statements.

113

Statement of Operations

For the Year Ended October 31, 2013

	Nationwide Bond Fund
INVESTMENT INCOME:
Interest income	$	3,509,163
Dividend income		2,071
Total Income		3,511,234
EXPENSES:
Investment advisory fees		463,715
Fund administration fees		141,671
Distribution fees Class A		71,756
Distribution fees Class B		1,689
Distribution fees Class C		50,532
Distribution fees Class R2		707
Administrative servicing fees Class A		19,731
Administrative servicing fees Institutional Service Class		25,555
Registration and filing fees		68,803
Professional fees		47,597
Printing fees		27,531
Trustee fees		3,140
Custodian fees		3,577
Accounting and transfer agent fees		54,069
Compliance program costs (Note 3)		291
Other		9,238
Total expenses before earnings credit and expenses reimbursed		989,602
Earnings credit (Note 5)		(118	)
Expenses reimbursed by adviser (Note 3)		(309,610	)
Net Expenses		679,874
NET INVESTMENT INCOME		2,831,360
REALIZED/UNREALIZED GAINS (LOSSES) FROM INVESTMENTS:
Net realized gains from investment transactions		443,678
Net change in unrealized appreciation/(depreciation) from investments		(3,204,979	)
Net realized/unrealized losses from investments		(2,761,301	)
CHANGE IN NET ASSETS RESULTING FROM OPERATIONS	$	70,059

The accompanying notes are an integral part of these financial statements.

114

Statements of Changes in Net Assets

	Nationwide Bond Fund
	Year Ended October 31, 2013			Year Ended October 31, 2012
Operations:
Net investment income	$	2,831,360		$	3,050,997
Net realized gains from investment transactions		443,678			1,164,015
Net change in unrealized appreciation/(depreciation) from investments		(3,204,979	)		2,855,815
Change in net assets resulting from operations		70,059			7,070,827
Distributions to Shareholders From:
Net investment income:
Class A		(868,767	)		(779,795	)
Class B		(3,916	)		(12,868	)
Class C		(118,413	)		(106,581	)
Class R2		(4,050	)		(6,353	)
Institutional Service Class (a)		(1,937,204	)		(2,225,736	)
Institutional Class		(431	)(b)		–
Net realized gains:
Class A		(341,033	)		(455,558	)
Class B		(2,362	)		(15,808	)
Class C		(58,740	)		(82,041	)
Class R2		(1,489	)		(6,555	)
Institutional Service Class (a)		(681,425	)		(1,414,825	)
Institutional Class		(110	)(b)		–
Change in net assets from shareholder distributions		(4,017,940	)		(5,106,120	)
Change in net assets from capital transactions		(13,385,229	)		8,607,211
Change in net assets		(17,333,110	)		10,571,918
Net Assets:
Beginning of year		98,737,419			88,165,501
End of year	$	81,404,309		$	98,737,419
Accumulated distributions in excess of net investment income at end of year	$	(155,315	)	$	(155,498	)
CAPITAL TRANSACTIONS:
Class A Shares
Proceeds from shares issued	$	8,173,910		$	13,981,460
Dividends reinvested		1,026,708			1,049,435
Cost of shares redeemed		(13,761,650	)		(5,509,605	)
Total Class A Shares		(4,561,032	)		9,521,290
Class B Shares
Proceeds from shares issued		64,420			20,234
Dividends reinvested		2,097			6,057
Cost of shares redeemed		(238,606	)		(492,737	)
Total Class B Shares		(172,089	)		(466,446	)

(a) Effective August 1, 2012, Class D Shares were renamed Institutional Service Class Shares.

(b) For the period from December 7, 2012 (commencement of operations) through October 31, 2013.

115

Statements of Changes in Net Assets (Continued)

	Nationwide Bond Fund
	Year Ended October 31, 2013			Year Ended October 31, 2012
CAPITAL TRANSACTIONS: (continued)
Class C Shares
Proceeds from shares issued	$	1,208,762		$	2,403,284
Dividends reinvested		116,255			94,626
Cost of shares redeemed		(2,392,810	)		(841,667	)
Total Class C Shares		(1,067,793	)		1,656,243
Class R2 Shares
Proceeds from shares issued		220,962			37,512
Dividends reinvested		47			2,350
Cost of shares redeemed		–			(265,052	)
Total Class R2 Shares		221,009			(225,190	)
Institutional Service Class Shares (a)
Proceeds from shares issued		3,806,542			5,309,873
Dividends reinvested		2,323,884			3,277,970
Cost of shares redeemed		(13,966,369	)		(10,466,529	)
Total Institutional Service Class Shares		(7,835,943	)		(1,878,686	)
Institutional Class Shares
Proceeds from shares issued		30,078	(b)		–
Dividends reinvested		541	(b)		–
Cost of shares redeemed		–	(b)		–
Total Institutional Class Shares		30,619	(b)		–
Change in net assets from capital transactions	$	(13,385,229	)	$	8,607,211
SHARE TRANSACTIONS:
Class A Shares
Issued		805,655			1,389,847
Reinvested		101,973			104,982
Redeemed		(1,380,899	)		(546,188	)
Total Class A Shares		(473,271	)		948,641
Class B Shares
Issued		6,315			2,018
Reinvested		207			608
Redeemed		(23,488	)		(49,044	)
Total Class B Shares		(16,966	)		(46,418	)
Class C Shares
Issued		119,254			238,554
Reinvested		11,525			9,456
Redeemed		(240,084	)		(83,539	)
Total Class C Shares		(109,305	)		164,471
Class R2 Shares
Issued		22,268			3,752
Reinvested		5			237
Redeemed		–			(26,415	)
Total Class R2 Shares		22,273			(22,426	)

(a) Effective August 1, 2012, Class D Shares were renamed Institutional Service Class Shares.

(b) For the period from December 7, 2012 (commencement of operations) through October 31, 2013.

116

Statements of Changes in Net Assets (Continued)

	Nationwide Bond Fund
	Year Ended October 31, 2013			Year Ended October 31, 2012
SHARE TRANSACTIONS: (continued)
Institutional Service Class Shares (a)
Issued		377,335			527,380
Reinvested		230,636			328,090
Redeemed		(1,397,208	)		(1,039,330	)
Total Institutional Service Class Shares		(789,237	)		(183,860	)
Institutional Class Shares
Issued		2,990	(b)		–
Reinvested		54	(b)		–
Redeemed		–	(b)		–
Total Institutional Class Shares		3,044	(b)		–
Total change in shares		(1,363,462	)		860,408

Amounts designated as “–” are zero or have been rounded to zero.

(a) Effective August 1, 2012, Class D Shares were renamed Institutional Service Class Shares.

(b) For the period from December 7, 2012 (commencement of operations) through October 31, 2013.

The accompanying notes are an integral part of these financial statements.

117

Financial Highlights

Selected data for each share of capital outstanding throughout the periods indicated

Nationwide Bond Fund

			Operations								Distributions																Ratios/Supplemental Data
	Net Asset Value, Beginning of Period		Net Investment Income		Net  Realized and Unrealized Gains (Losses) from Investments			Total from Operations			Net Investment Income			Net Realized Gains			Total Distributions			Redemption Fees		Net Asset Value, End of Period			Total Return (a)(b)		Net Assets at End of Period		Ratio of Expenses to Average Net Assets (c)		Ratio of Net Investment Income to Average Net Assets (c)		Ratio of Expenses (Prior to Reimbursements) to Average Net Assets (c)(d)		Portfolio Turnover (e)
Class A Shares
Year Ended October 31, 2013 (f)	$	10.30		0.29		(0.27	)		0.02			(0.31	)		(0.11	)		(0.42	)		–	$	9.90			0.19%	$	24,116,827		0.87%		2.92%		1.20%		24.18%
Year Ended October 31, 2012 (f)	$	10.10		0.32		0.44			0.76			(0.33	)		(0.23	)		(0.56	)		–	$	10.30			7.77%	$	29,964,061		0.94%		3.15%		1.15%		33.95%
Year Ended October 31, 2011 (f)	$	10.22		0.34		0.04			0.38			(0.35	)		(0.15	)		(0.50	)		–	$	10.10			3.95%	$	19,808,612		1.05%		3.44%		1.17%		56.39%
Year Ended October 31, 2010 (f)	$	9.63		0.36		0.61	(g)		0.97	(g)		(0.38	)		–			(0.38	)		–	$	10.22	(g)		10.35%	$	18,463,683		1.10%		3.67%		1.20%		41.08%
Year Ended October 31, 2009 (f)	$	8.69		0.47		0.94			1.41			(0.46	)		(0.01	)		(0.47	)		–	$	9.63			16.72%	$	15,594,506		1.22%		5.18%		1.32%		61.11%
Class B Shares
Year Ended October 31, 2013 (f)	$	10.31		0.22		(0.28	)		(0.06	)		(0.24	)		(0.11	)		(0.35	)		–	$	9.90			(0.58%)	$	61,247		1.55%		2.21%		1.88%		24.18%
Year Ended October 31, 2012 (f)	$	10.11		0.26		0.43			0.69			(0.26	)		(0.23	)		(0.49	)		–	$	10.31			7.06%	$	238,611		1.65%		2.57%		1.83%		33.95%
Year Ended October 31, 2011 (f)	$	10.22		0.27		0.05			0.32			(0.28	)		(0.15	)		(0.43	)		–	$	10.11			3.33%	$	703,391		1.75%		2.74%		1.88%		56.39%
Year Ended October 31, 2010 (f)	$	9.63		0.30		0.61	(g)		0.91	(g)		(0.32	)		–			(0.32	)		–	$	10.22	(g)		9.58%	$	652,905		1.75%		3.02%		1.85%		41.08%
Year Ended October 31, 2009 (f)	$	8.69		0.41		0.95			1.36			(0.41	)		(0.01	)		(0.42	)		–	$	9.63			16.03%	$	661,509		1.79%		4.59%		1.90%		61.11%
Class C Shares
Year Ended October 31, 2013 (f)	$	10.31		0.22		(0.27	)		(0.05	)		(0.24	)		(0.11	)		(0.35	)		–	$	9.91			(0.39%)	$	3,949,327		1.55%		2.23%		1.88%		24.18%
Year Ended October 31, 2012 (f)	$	10.12		0.25		0.43			0.68			(0.26	)		(0.23	)		(0.49	)		–	$	10.31			6.95%	$	5,235,401		1.61%		2.48%		1.81%		33.95%
Year Ended October 31, 2011 (f)	$	10.23		0.27		0.05			0.32			(0.28	)		(0.15	)		(0.43	)		–	$	10.12			3.33%	$	3,471,796		1.75%		2.74%		1.88%		56.39%
Year Ended October 31, 2010 (f)	$	9.64		0.30		0.61	(g)		0.91	(g)		(0.32	)		–			(0.32	)		–	$	10.23	(g)		9.58%	$	4,223,345		1.75%		3.01%		1.85%		41.08%
Year Ended October 31, 2009 (f)	$	8.70		0.42		0.94			1.36			(0.41	)		(0.01	)		(0.42	)		–	$	9.64			16.05%	$	3,334,007		1.77%		4.61%		1.91%		61.11%
Class R2 Shares (h)
Year Ended October 31, 2013 (f)	$	10.31		0.28		(0.28	)		–			(0.29	)		(0.11	)		(0.40	)		–	$	9.91			0.11%	$	348,615		1.05%		2.75%		1.39%		24.18%
Year Ended October 31, 2012 (f)	$	10.11		0.30		0.44			0.74			(0.31	)		(0.23	)		(0.54	)		–	$	10.31			7.46%	$	133,041		1.20%		2.97%		1.38%		33.95%
Year Ended October 31, 2011 (f)	$	10.22		0.31		0.05			0.36			(0.32	)		(0.15	)		(0.47	)		–	$	10.11			3.69%	$	357,141		1.40%		3.07%		1.53%		56.39%
Year Ended October 31, 2010 (f)	$	9.63		0.33		0.61	(g)		0.94	(g)		(0.35	)		–			(0.35	)		–	$	10.22	(g)		9.90%	$	216,857		1.40%		3.36%		1.50%		41.08%
Year Ended October 31, 2009 (f)	$	8.70		0.45		0.93			1.38			(0.44	)		(0.01	)		(0.45	)		–	$	9.63			16.38%	$	153,535		1.49%		4.92%		1.61%		61.11%
Institutional Service Class Shares (i)
Year Ended October 31, 2013 (f)	$	10.31		0.32		(0.27	)		0.05			(0.33	)		(0.11	)		(0.44	)		–	$	9.92			0.56%	$	52,898,095		0.59%		3.19%		0.93%		24.18%
Year Ended October 31, 2012 (f)	$	10.12		0.35		0.43			0.78			(0.36	)		(0.23	)		(0.59	)		–	$	10.31			7.97%	$	63,166,305		0.66%		3.45%		0.87%		33.95%
Year Ended October 31, 2011 (f)	$	10.23		0.37		0.05			0.42			(0.38	)		(0.15	)		(0.53	)		–	$	10.12			4.31%	$	63,824,561		0.79%		3.69%		0.92%		56.39%
Year Ended October 31, 2010 (f)	$	9.64		0.39		0.62	(g)		1.01	(g)		(0.42	)		–			(0.42	)		–	$	10.23	(g)		10.59%	$	67,283,180		0.79%		3.98%		0.89%		41.08%
Year Ended October 31, 2009 (f)	$	8.70		0.50		0.95			1.45			(0.50	)		(0.01	)		(0.51	)		–	$	9.64			17.22%	$	67,205,223		0.86%		5.51%		0.96%		61.11%
Institutional Class Shares
Period Ended October 31, 2013 (f)(j)	$	10.32		0.33		(0.32	)		0.01			(0.30	)		(0.11	)		(0.41	)		–	$	9.92			0.16%	$	30,198		0.61%		3.65%		1.00%		24.18%

Amounts designated as “–” are zero or have been rounded to zero.

(a) Excludes sales charge.

(b) Not annualized for periods less than one year.

(c) Annualized for periods less than one year.

(d) During the period, certain fees may have been waived and/or reimbursed. If such waivers/reimbursements had not occurred, the ratios would have been as indicated.

(e) Portfolio turnover is calculated on the basis of the Fund as a whole without distinguishing among the classes of shares.

(f) Per share calculations were performed using average shares method.

(g) Reflects non-material corrections to October 31, 2010 amounts and net asset value. The related shareholder transactions and net asset values were processed correctly.

(h) Effective February 28, 2009, Class R Shares were renamed Class R2 Shares.

(i) Effective August 1, 2012, Class D Shares were renamed Institutional Service Class Shares.

(j) For the period from December 7, 2012 (commencement of operations) through October 31, 2013.

The accompanying notes are an integral part of these financial statements.

118

Fund Commentary Nationwide Core Plus Bond Fund

For the annual period ended October 31, 2013, the Nationwide Core Plus Bond Fund (Institutional Class) returned 0.95%* versus -1.08% for its benchmark, the Barclays U.S. Aggregate Bond Index. For broader comparison, the median return for the Fund’s closest Lipper peer category of Corporate Debt Funds BBB-Rated (consisting of 184 funds as of October 31, 2013) was -0.12% for the same time period.

Relative outperformance for the fiscal year end was driven primarily by the Fund’s high-yield bond allocation and to a lesser degree by the underweight to U.S. Treasurys. A bulleted yield curve and short duration position in relation to the benchmark also aided relative Fund performance as the yield curve steepened.

Uncertainty surrounding fiscal and monetary policy created volatility in interest rates for the fiscal year ended October 31, 2013. Treasury yields began drifting higher in May based on the growing perception that strong economic indicators would allow the Federal Open Market Committee (FOMC) to begin tapering asset purchases in September. The trend toward higher rates accelerated in June and July as the market also began to price in Larry Summers taking the helm at the Federal Reserve, a move widely considered to be hawkish and negative for bonds. However at the September Fed meeting, the FOMC surprised the market by deciding not to taper Fed asset purchases, primarily due to the recent slowdown in housing activity caused by higher mortgage rates and the growing possibility of a government shutdown. The lack of tapering coupled with a weaker-than-expected jobs number in September caused interest rates to retreat from the highs, although for the year, the Treasury yield curve steepened dramatically. Two-year Treasury yields moved higher by just 2 basis points, providing a total return of 0.42% while 30-year Treasury yields increased by 78 basis points, returning -11.74%. Within the Barclays U.S. Aggregate Bond Index sector returns were as follows: U.S. Treasurys -1.45%, Investment-grade corporates -1.40%, and Agency mortgage-backed securities -0.36%. The Barclays U.S. Corporate High-Yield Index returned 8.87% for the fiscal year ended October 31, 2013. As

noted above, the approximate 20% allocation to high yield was the biggest contributor to returns for the portfolio.

Moderate economic and employment growth, combined with deleveraging and low inflation, ought to contain the rise in interest rates in the near term. Credit markets remain attractive as corporate balance sheets stay strong and investors continue to look for yield. The Nationwide Core Plus Bond Fund maintains an attractive combination of return potential and risk, relative to its benchmark, with a higher yield, shorter duration and opportunity for capital appreciation.

Subadviser:

Thompson, Siegel & Walmsley LLC

Portfolio Manager:

William M. Bellamy, CFA

*Performance prior to the Fund’s inception on April 22, 2013, is based on the performance of the Fund’s predecessor fund, the TS&W Fixed Income Portfolio, a former series of The Advisors’ Inner Circle Fund.

The Fund is subject to the risks of investing in fixed-income securities, including high-yield bonds (which are more volatile and at a greater risk of default). Please refer to the summary prospectus for a more detailed explanation of the Fund’s principal risks.

A description of the benchmarks can be found on the Market Index Definitions page at the back of this book.

119

Fund Overview Nationwide Core Plus Bond Fund

Objective

The Fund seeks maximum long-term total return, consistent with reasonable risk to principal, by investing primarily in investment grade debt securities of varying maturities.

Highlights

Ÿ The Nationwide Core Plus Bond Fund Institutional Class returned 0.95% for the annual period, outperforming the benchmark by 2.03% and outperforming the Lipper peer group median by 1.07%.

Ÿ The Fund outperformed the benchmark as a result of an allocation to high-yield bonds and an underweight in U.S. Treasurys.

Ÿ The Nationwide Core Plus Bond Fund remains positioned with a higher yield and shorter duration than the benchmark.

Asset Allocation†

Corporate Bonds	48.9%
U.S. Government Mortgage Backed Agencies	33.4%
Mutual Fund	6.3%
U.S. Treasury Notes	5.1%
Preferred Stocks	3.5%
U.S. Government Sponsored & Agency Obligations	2.9%
Yankee Dollar	0.7%
Commercial Mortgage Backed Security	0.3%
Liabilities in excess of other assets	(1.1)%
	100.0%

Top Industries††

Insurance	13.1%
Diversified Financial Services	5.1%
Capital Markets	2.9%
Real Estate Investment Trusts (REITs)	2.5%
Oil, Gas & Consumable Fuels	2.5%
Specialty Retail	2.3%
Wireless Telecommunication Services	2.1%
Commercial Banks	1.7%
Gas Utilities	1.5%
Diversified Telecommunication Services	1.4%
Other Industries	64.9%
	100.0%

Top Holdings††

Fidelity Institutional Money Market Fund — Institutional Class	6.2%
Federal Home Loan Mortgage Corp. Gold Pool, 4.00%, 09/01/43	5.2%
Federal National Mortgage Association Pool, 3.50%, 09/01/26	4.4%
Federal Home Loan Mortgage Corp. Gold Pool, 3.50%, 08/01/43	3.6%
Government National Mortgage Association I Pool, 3.00%, 02/15/27	3.5%
Federal Home Loan Mortgage Corp. Gold Pool, 3.00%, 03/01/43	3.4%
U.S. Treasury Notes, 1.75%, 05/31/16	2.8%
Federal National Mortgage Association Pool, 4.00%, 03/01/42	1.7%
Markel Corp., 7.13%, 09/30/19	1.6%
Aspen Insurance Holdings Ltd., 6.00%, 08/15/14	1.5%
Other Holdings	66.1%
	100.0%

† Percentages indicated are based upon net assets as of October 31, 2013.

†† Percentages indicated are based upon total investments as of October 31, 2013.

120

Fund Performance Nationwide Core Plus Bond Fund

Average Annual Total Return

(For periods ended October 31, 2013)		1 Yr.			5 Yr.		10 Yr.
Class A1	w/o SC2		(1.34)%	*		–		–
	w/ SC3		(5.57)%	*		–		–
Institutional Service Class1,4			(1.18)%	*		–		–
Institutional Class4			0.95%			9.18%		5.00%

Expense Ratios

	Gross Expense Ratio*	Net Expense Ratio*
Class A	1.30%		1.20%
Institutional Service Class	1.05%		0.95%
Institutional Class	0.80%		0.70%

*Current effective prospectus dated December 14, 2012 (as revised April 22, 2013). The difference between gross and net operating expenses reflects contractual waivers in place through February 28, 2015. Please see the Fund’s most recent prospectus for details.

All figures showing the effect of a sales charge (SC) reflect the maximum charge possible, because it has the most significant effect on performance data.

* Not annualized.

¹  Since inception date April 24, 2013.

²  These returns do not reflect the effects of SCs.

³  A 4.25% front-end sales charge was deducted.

⁴  Not subject to any sales charges.

121

Fund Performance (con’t.) Nationwide Core Plus Bond Fund

Performance of a $10,000 Investment

Investment return and principal value will fluctuate, and when redeemed, shares may be worth more or less than original cost. Past performance is no guarantee of future results and does not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares. Investing in mutual funds involves market risk, including loss of principal. Performance returns assume the reinvestment of all distributions.

Comparative performance of $10,000 invested in Institutional Class shares of the Nationwide Core Plus Bond Fund versus the Barclays U.S. Aggregate Bond Index and the Consumer Price Index (CPI) over the 10-year period ended 10/31/13. Fund performance prior to the Fund’s inception on 4/22/13 is based on the Fund’s predecessor Fund. Unlike the Fund, the performance for these unmanaged indexes does not reflect any fees, expenses, or sales charges. One cannot invest directly in a market index. A description of the benchmarks can be found on the Market Index Definitions page at the back of this book.

122

Shareholder Expense Example Nationwide Core Plus Bond Fund

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, including sales charges (loads) paid on purchase payments and redemption fees; and (2) ongoing costs, including investment advisory fees, administration fees, distribution fees and other Fund expenses. The examples below are intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds. Per Securities and Exchange Commission (“SEC”) requirements, the examples assume that you had a $1,000 investment in the Class at the beginning of the reporting period (May 1, 2013) and continued to hold your shares at the end of the reporting period (October 31, 2013).

Actual Expenses

For each Class of the Fund in the table below, the first line provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid from May 1, 2013 through October 31, 2013 . Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line of each Class under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.

Hypothetical Expenses for Comparison Purposes

The second line of each Class in the table below provides information about hypothetical account values and hypothetical expenses based on the Class’ actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Class’ actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period from May 1, 2013 through October 31, 2013 . You may use this information to compare the ongoing costs of investing in the Class of the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transaction costs, such as sales charges (loads) or redemption fees. If these transaction costs were included, your costs would have been higher. Therefore, the second line for each Class in the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. The examples also assume all dividends and distributions are reinvested.

Schedule of Shareholder Expenses

Expense Analysis of a $1,000 Investment

Nationwide Core Plus Bond Fund October 31, 2013			Beginning Account Value ($) 05/01/13	Ending Account Value ($) 10/31/13	Expenses Paid During Period ($) 05/01/13 - 10/31/13	Expense Ratio During Period (%) 05/01/13 - 10/31/13
Class A Shares	Actual	a	1,000.00	984.20	5.05	1.01
	Hypothetical	a,b	1,000.00	1,020.11	5.14	1.01
Institutional Service Class Shares	Actual	a	1,000.00	985.80	3.50	0.70
	Hypothetical	a,b	1,000.00	1,021.68	3.57	0.70
Institutional Class Shares	Actual	a	1,000.00	985.90	3.25	0.65
	Hypothetical	a,b	1,000.00	1,021.93	3.31	0.65

a Expenses are equal to the Fund’s annualized expense ratio multiplied by the average account value from May 1, 2013 through October 31, 2013 multiplied to reflect one-half year period. The expense ratio presented represents a six-month, annualized ratio in accordance with Securities and Exchange Commission guidelines.

b Represents the hypothetical 5% return before expenses.

123

Statement of Investments

October 31, 2013

Nationwide Core Plus Bond Fund

Commercial Mortgage Backed Security 0.3%
	Principal Amount		Market Value
JP Morgan Chase Commercial Mortgage Securities Trust, Series 2011-C5, Class A2, 3.15%, 08/15/46	$	735,000	$	769,631
Total Commercial Mortgage Backed Security (cost $740,096)				769,631
Corporate Bonds 48.9%
Airlines 1.0%
Delta Air Lines Pass Through Trust, Series 2007-1, Class A, 6.82%, 08/10/22		1,500,905		1,669,756
United Continental Holdings, Inc., 6.38%, 06/01/18		1,039,000		1,080,560
				2,750,316
Auto Components 0.2%
Cooper Tire & Rubber Co., 8.00%, 12/15/19		500,000		515,000
Automobiles 1.0%
Oshkosh Corp.
8.25%, 03/01/17		700,000		743,750
8.50%, 03/01/20		1,895,000		2,089,238
				2,832,988
Building Products 0.1%
Gibraltar Industries, Inc., 6.25%, 02/01/21		200,000		206,000
Capital Markets 2.9%
Goldman Sachs Capital II, 4.00%, 12/02/13 (a)		500,000		367,500
Goldman Sachs Group, Inc. (The), Series B, 0.64%, 07/22/15 (b)		1,533,000		1,520,949
Jefferies Group LLC, 5.13%, 01/20/23		1,350,000		1,358,929
Morgan Stanley, 6.63%, 04/01/18		3,450,000		4,050,693
Raymond James Financial, Inc., 8.60%, 08/15/19		730,000		926,114
				8,224,185
Commercial Banks 1.7%
Union Bank NA, 1.00%, 09/26/16 (b)		2,000,000		2,013,934
Wachovia Corp., 0.58%, 10/28/15 (b)		2,823,000		2,810,724
				4,824,658
Computers & Peripherals 0.7%
Hewlett-Packard Co., 4.75%, 06/02/14		1,820,000		1,863,367

Corporate Bonds (continued)
	Principal Amount		Market Value
Construction & Engineering 1.4%
Fluor Corp., 3.38%, 09/15/21	$	3,860,000	$	3,881,580
Consumer Finance 0.2%
Aircastle Ltd., 9.75%, 08/01/18		450,000		498,375
Containers & Packaging 0.6%
Greif, Inc., 7.75%, 08/01/19		1,600,000		1,812,000
Distributors 0.2%
Suburban Propane Partners LP/Suburban Energy Finance Corp., 7.38%, 03/15/20		541,000		578,870
Diversified Financial Services 5.2%
Bank of America Corp., 1.50%, 10/09/15		2,087,000		2,102,508
General Electric Capital Corp., 5.30%, 02/11/21		2,000,000		2,227,308
Icahn Enterprises LP/Icahn Enterprises Finance Corp., 8.00%, 01/15/18		2,000,000		2,097,500
National Rural Utilities Cooperative Finance Corp., 10.38%, 11/01/18		2,000,000		2,745,424
Western Union Co. (The)
1.26%, 08/21/15 (b)		2,000,000		2,009,007
5.93%, 10/01/16		3,070,000		3,426,728
				14,608,475
Diversified Telecommunication Services 1.1%
Corning, Inc., 7.25%, 08/15/36		595,000		716,257
Frontier Communications Corp., 8.50%, 04/15/20		2,000,000		2,280,000
				2,996,257
Electrical Equipment 0.1%
Kemet Corp., 10.50%, 05/01/18		350,000		339,500
Energy Equipment & Services 1.4%
Oil States International, Inc., 6.50%, 06/01/19		2,000,000		2,130,000
SEACOR Holdings, Inc., 7.38%, 10/01/19		1,750,000		1,841,206
				3,971,206
Food Products 0.5%
ConAgra Foods, Inc., 5.88%, 04/15/14		1,180,000		1,208,227
Wells Enterprises, Inc., 6.75%, 02/01/20 (c)		100,000		102,750
				1,310,977

124

Statement of Investments (Continued)

October 31, 2013

Nationwide Core Plus Bond Fund (Continued)

Corporate Bonds (continued)
	Principal Amount		Market Value
Gas Utilities 1.5%
Genesis Energy LP/Genesis Energy Finance Corp., 7.88%, 12/15/18	$	400,000	$	431,500
Niska Gas Storage US LLC/Niska Gas Storage Canada ULC, 8.88%, 03/15/18		2,669,000		2,797,658
TransCanada PipeLines Ltd., 3.75%, 10/16/23		1,000,000		1,007,974
				4,237,132
Health Care Providers & Services 0.1%
Health Net, Inc., 6.38%, 06/01/17		365,000		389,412
Hotels, Restaurants & Leisure 1.3%
Graton Economic Development Authority, 9.63%, 09/01/19 (c)		685,000		763,775
Hyatt Hotels Corp., 3.38%, 07/15/23		100,000		94,521
International Game Technology, 5.35%, 10/15/23		2,300,000		2,387,179
Sugarhouse HSP Gaming Prop Mezz LP/Sugarhouse HSP Gaming Finance Corp., 6.38%, 06/01/21 (c)		500,000		480,000
				3,725,475
Household Durables 0.5%
NVR, Inc., 3.95%, 09/15/22		1,500,000		1,460,156
Household Products 1.2%
Tupperware Brands Corp., 4.75%, 06/01/21		3,335,000		3,419,463
Insurance 10.5%
Aflac, Inc., 8.50%, 05/15/19		2,125,000		2,761,221
American International Group, Inc., 5.60%, 10/18/16		1,300,000		1,455,530
Aspen Insurance Holdings Ltd., 6.00%, 08/15/14		4,025,000		4,184,348
Assurant, Inc., 5.63%, 02/15/14		3,500,000		3,547,130
Fidelity National Financial, Inc., 5.50%, 09/01/22		2,285,000		2,425,223
Genworth Financial, Inc., 5.75%, 06/15/14		2,000,000		2,057,568
Markel Corp., 7.13%, 09/30/19		3,715,000		4,472,968
MetLife, Inc., 4.75%, 02/08/21		1,450,000		1,601,071
RenRe North America Holdings, Inc., 5.75%, 03/15/20		2,350,000		2,607,604

Corporate Bonds (continued)
	Principal Amount		Market Value
Insurance (continued)
RLI Corp.
5.95%, 01/15/14	$	380,000	$	383,169
4.88%, 09/15/23		500,000		512,257
Torchmark Corp., 9.25%, 06/15/19		2,810,000		3,693,164
				29,701,253
Machinery 0.8%
Huntington Ingalls Industries, Inc., 6.88%, 03/15/18		2,165,000		2,335,494
Media 1.0%
DISH DBS Corp., 4.25%, 04/01/18		2,500,000		2,537,500
Regal Entertainment Group, 9.13%, 08/15/18		291,000		320,100
				2,857,600
Metals & Mining 0.0%†
Arch Coal, Inc., 7.25%, 10/01/20		160,000		122,000
Multiline Retail 0.6%
Dillard’s, Inc., 7.75%, 07/15/26		1,475,000		1,659,375
Multi-Utilities & Unregulated Power 1.0%
NRG Energy, Inc., 8.50%, 06/15/19		2,520,000		2,709,000
Office Electronics 0.3%
Pitney Bowes, Inc., 5.60%, 03/15/18		665,000		728,814
Oil, Gas & Consumable Fuels 2.5%
McMoRan Exploration Co., 11.88%, 11/15/14		415,000		416,037
PBF Holding Co. LLC/PBF Finance Corp., 8.25%, 02/15/20		2,395,000		2,502,775
Plains Exploration & Production Co., 6.50%, 11/15/20		1,600,000		1,764,000
Stone Energy Corp., 8.63%, 02/01/17		575,000		608,063
Tesoro Corp., 9.75%, 06/01/19		720,000		790,200
Valero Energy Corp., 7.50%, 04/15/32		900,000		1,099,042
				7,180,117
Paper & Forest Products 0.9%
PH Glatfelter Co., 5.38%, 10/15/20		2,585,000		2,610,850

125

Statement of Investments (Continued)

October 31, 2013

Nationwide Core Plus Bond Fund (Continued)

Corporate Bonds (continued)
	Principal Amount		Market Value
Pharmaceuticals 0.3%
Bristol-Myers Squibb Co., 3.25%, 11/01/23	$	850,000	$	836,208
Real Estate Investment Trusts (REITs) 1.8%
Alexandria Real Estate Equities, Inc., 3.90%, 06/15/23		1,985,000		1,895,309
Health Care REIT, Inc., 4.50%, 01/15/24		2,000,000		2,025,134
Simon Property Group LP, 10.35%, 04/01/19		935,000		1,284,380
				5,204,823
Real Estate Management & Development 0.2%
Jones Lang LaSalle, Inc., 4.40%, 11/15/22		500,000		491,467
Road & Rail 1.0%
Avis Budget Car Rental LLC/Avis Budget Finance, Inc., 8.25%, 01/15/19		1,295,000		1,411,550
Rent-A-Center, Inc., 6.63%, 11/15/20		1,240,000		1,311,300
				2,722,850
Software 0.7%
Brocade Communications Systems, Inc., 4.63%, 01/15/23 (c)		2,000,000		1,870,000
Specialty Retail 2.3%
AutoZone, Inc., 4.00%, 11/15/20		1,670,000		1,730,749
Foot Locker, Inc., 8.50%, 01/15/22		990,000		1,108,800
O’Reilly Automotive, Inc., 4.63%, 09/15/21		3,500,000		3,696,123
				6,535,672
Wireless Telecommunication Services 2.1%
Cellco Partnership/Verizon Wireless Capital LLC, 7.38%, 11/15/13		1,565,000		1,568,123
MetroPCS Wireless, Inc., 6.63%, 11/15/20		2,400,000		2,538,000
Rogers Communications, Inc., 4.10%, 10/01/23		1,865,000		1,904,613
				6,010,736
Total Corporate Bonds (cost $136,354,985)				138,021,651

U.S. Government Mortgage Backed Agencies 33.4%
	Principal Amount		Market Value
Federal Home Loan Mortgage Corp. Gold Pool
Pool# J14732 4.00%, 03/01/26	$	123	$	130
Pool# J19197 3.00%, 05/01/27		1,955,283		2,028,377
Pool# C91149 6.00%, 01/01/28		89,679		98,790
Pool# G14748 3.00%, 04/01/28		3,753,270		3,893,578
Pool# G01616 6.00%, 07/01/33		50,696		56,238
Pool# G08087 6.00%, 10/01/35		147,535		162,692
Pool# A96464 4.00%, 01/01/41		1,256,860		1,320,096
Pool# G06229 4.00%, 01/01/41		1,148,936		1,206,742
Pool# C03685 3.00%, 10/01/41		1,597,684		1,571,535
Pool# G08477 3.50%, 02/01/42		1,650,317		1,689,254
Pool# Q06025 4.00%, 02/01/42		3,214,157		3,386,416
Pool# Q09481 3.50%, 07/01/42		1,637,454		1,676,088
Pool# T60798 3.50%, 07/01/42		1,186,706		1,199,130
Pool# T65103 3.00%, 11/01/42		2,511,071		2,436,229
Pool# Q14321 3.00%, 12/01/42		3,653,771		3,593,969
Pool# G08524 3.00%, 03/01/43		9,901,276		9,739,220
Pool# G08541 3.50%, 08/01/43		9,940,284		10,174,813
Pool# Q22176 4.00%, 09/01/43		14,000,000		14,704,375
Federal National Mortgage Association Pool
Pool# AL0578 3.50%, 08/01/26		535,868		565,989
Pool# MA0848 3.50%, 09/01/26		11,974,525		12,651,366
Pool# MA1165 3.00%, 09/01/32		1,738,655		1,761,204
Pool# MA1200 3.00%, 10/01/32		2,533,524		2,566,381
Pool# 730969 5.00%, 08/01/33		161,715		176,433
Pool# AH1107 4.00%, 12/01/40		1,331,789		1,409,616
Pool# AB4696 4.00%, 03/01/42		4,499,990		4,757,333

126

Statement of Investments (Continued)

October 31, 2013

Nationwide Core Plus Bond Fund (Continued)

U.S. Government Mortgage Backed Agencies (continued)
	Principal Amount		Market Value
Government National Mortgage Association I Pool
Pool# 783548 3.00%, 02/15/27	$	9,574,154	$	9,945,900
Pool# AD8801 3.50%, 03/15/43		1,428,679		1,483,538
Total U.S. Government Mortgage Backed Agencies (cost $94,131,318)				94,255,432
U.S. Government Sponsored & Agency Obligations 2.9%
Federal Home Loan Banks 1.60%, 07/30/19		3,000,000		2,911,610
Federal Home Loan Mortgage Corp. 2.50%, 10/02/19		1,400,000		1,412,149
Federal National Mortgage Association
1.55%, 10/29/19		1,770,000		1,710,296
1.50%, 12/27/19		1,840,000		1,763,536
1.75%, 11/20/20		385,000		365,091
Total U.S. Government Sponsored & Agency Obligations (cost $8,189,455)				8,162,682
U.S. Treasury Notes 5.1%
U.S. Treasury Notes
1.25%, 10/31/15		3,960,000		4,033,632
1.75%, 05/31/16		7,815,000		8,072,651
4.00%, 08/15/18		1,970,000		2,226,100
Total U.S. Treasury Notes (cost $14,255,083)				14,332,383
Yankee Dollar 0.7%
Insurance 0.7%
Montpelier Re Holdings Ltd., 4.70%, 10/15/22		2,000,000		2,018,382
Total Yankee Dollar (cost $1,994,987)				2,018,382
Preferred Stocks 3.5%
	Shares		Market Value
Diversified Telecommunication Services 0.4%
Qwest Corp.
6.13%, 06/01/53* (d)		10,000		211,000
7.00%, 07/01/52 (d)		10,500		258,300
7.38%, 06/01/51 (d)		30,000		751,500
				1,220,800

Preferred Stocks (continued)
	Shares		Market Value
Electric Utilities 0.2%
Dominion Resources, Inc., 8.38%, 06/15/64 (d)		25,000	$	652,250
Insurance 2.1%
Allstate Corp. (The), 6.75%, 10/15/18* (d)		61,250		1,550,238
Aspen Insurance Holdings Ltd., 7.25%, 07/01/17 (d)		27,691		692,552
Endurance Specialty Holdings Ltd.
7.50%, 06/01/16 (d)		70,000		1,771,700
7.75%, 12/15/15 (d)		25,000		637,250
Montpelier Re Holdings Ltd., 8.88%, 05/10/16 (d)		17,500		474,600
PartnerRe Ltd., 7.25%, 06/01/16 (d)		25,000		640,750
				5,767,090
Real Estate Investment Trusts (REITs) 0.7%
Annaly Capital Management, Inc., 7.63%, 05/16/17 (d)		10,000		240,300
DuPont Fabros Technology, Inc.
7.63%, 03/15/16 (d)		18,445		452,640
7.88%, 10/15/15 (d)		55,000		1,361,250
				2,054,190
Thrifts & Mortgage Finance 0.1%
Federal Home Loan Mortgage Corp., 8.38%, 12/31/17* (a)(d)		35,000		248,150
Total Preferred Stocks (cost $10,646,935)				9,942,480
Mutual Fund 6.3%
Money Market Fund 6.3%
Fidelity Institutional Money Market Fund — Institutional Class, 0.08% (e)		17,779,983		17,779,983
Total Mutual Fund (cost $17,779,983)				17,779,983
Total Investments (cost $284,092,842) (f) — 101.1%				285,282,624
Liabilities in excess of other assets — (1.1)%				(3,052,248	)
NET ASSETS — 100.0%			$	282,230,376

* Denotes a non-income producing security.

(a) Variable Rate and Perpetual Bond Security. The rate reflected in the Statement of Investments is the rate in effect on October 31, 2013. The maturity date reflects the next call date.

127

Statement of Investments (Continued)

October 31, 2013

Nationwide Core Plus Bond Fund (Continued)

(b) Variable Rate Security. The rate reflected in the Statement of Investments is the rate in effect on October 31, 2013. The maturity date represents the actual maturity date.

(c) Rule 144A, Section 4(2), or other security which is restricted as to sale to institutional investors. These securities were deemed liquid pursuant to procedures approved by the Board of Trustees. The aggregate value of these securities at October 31, 2013 was $3,216,525 which represents 1.14% of net assets.

(d) The date shown reflects the next call date on which the issuer may redeem the security at par value. The coupon rate for this security is based on par value and is currently in effect as of October 31, 2013.

(e) Represents 7-day effective yield as of October 31, 2013.

(f) See notes to financial statements for tax unrealized appreciation/(depreciation) of securities.

† Amount rounds to less than 0.1%.

LLC Limited Liability Company

LP Limited Partnership

Ltd. Limited

NA National Association

RE Reinsured

REIT Real Estate Investment Trust

ULC Unlimited Liability Company

The accompanying notes are an integral part of these financial statements.

128

Statement of Assets and Liabilities

October 31, 2013

	Nationwide Core Plus Bond Fund
Assets:
Investments, at value (cost $284,092,842)	$	285,282,624
Interest and dividends receivable		2,159,843
Receivable for investments sold		42,283
Receivable for capital shares issued		54,923
Prepaid expenses		2,727
Total Assets		287,542,400
Liabilities:
Payable for investments purchased		5,088,563
Distributions payable		13,934
Payable for capital shares redeemed		2,880
Accrued expenses and other payables:
Investment advisory fees		130,113
Fund administration fees		12,419
Distribution fees		7
Accounting and transfer agent fees		14,932
Trustee fees		2,966
Custodian fees		203
Professional fees		39,260
Printing fees		6,320
Other		427
Total Liabilities		5,312,024
Net Assets	$	282,230,376
Represented by:
Capital	$	280,445,519
Accumulated undistributed net investment income		73,023
Accumulated net realized gains from investment transactions		522,052
Net unrealized appreciation/(depreciation) from investments		1,189,782
Net Assets	$	282,230,376
Net Assets:
Class A Shares	$	79,649
Institutional Service Class Shares		62,188
Institutional Class Shares		282,088,539
Total	$	282,230,376
Shares Outstanding (unlimited number of shares authorized):
Class A Shares		7,797
Institutional Service Class Shares		6,087
Institutional Class Shares		27,604,223
Total		27,618,107

129

Statement of Assets and Liabilities (Continued)

October 31, 2013

	Nationwide Core Plus Bond Fund
Net asset value and offering price per share (Net assets by class divided by shares outstanding by class, respectively):
Class A Shares (a)	$	10.22
Institutional Service Class Shares	$	10.22
Institutional Class Shares	$	10.22
Maximum offering price per share (100%/(100%-maximum sales charge) of net asset value adjusted to the nearest cent):
Class A Shares	$	10.67
Maximum Sales Charge:
Class A Shares		4.25	%

(a) For Class A Shares, the redemption price per share is reduced by 0.75% on sales of shares of original purchases of  $1,000,000 or more or that were not subject to a front-end sales charge made within 18 months of the purchase date.

The accompanying notes are an integral part of these financial statements.

130

Statement of Operations

For the Year Ended October 31, 2013

	Nationwide Core Plus Bond Fund
INVESTMENT INCOME:
Interest income	$	2,674,574
Dividend income		305,207
Total Income		2,979,781
EXPENSES:
Investment advisory fees		396,900
Fund administration fees		149,788
Distribution fees Class A Shares(a)		120
Administrative servicing fees Class A Shares(a)		30
Registration and filing fees		17,920
Professional fees		56,945
Printing fees		17,930
Trustee fees		7,922
Custodian fees		4,643
Accounting and transfer agent fees		55,950
Compliance program costs (Note 3)		2,897
Other		7,524
Total expenses before earnings credit, cash management credits, and expenses reimbursed		718,569
Earnings credit (Note 5)		(893	)
Cash management credits (Note 5)		(4	)
Expenses reimbursed by adviser (Note 3)		(106,675	)
Net Expenses		610,997
NET INVESTMENT INCOME		2,368,784
REALIZED/UNREALIZED GAINS (LOSSES) FROM INVESTMENTS:
Net realized gains from investment transactions		634,715
Net change in unrealized appreciation/(depreciation) from investments		(767,419	)
Net realized/unrealized losses from investments		(132,704	)
CHANGE IN NET ASSETS RESULTING FROM OPERATIONS	$	2,236,080

(a) For the period from April 25, 2013 (commencement of operations) through October 31, 2013.

The accompanying notes are an integral part of these financial statements.

131

Statements of Changes in Net Assets

	Nationwide Core Plus Bond Fund
	Year Ended October 31, 2013			Year Ended October 31,  2012
Operations:
Net investment income	$	2,368,784		$	2,327,067
Net realized gains from investment transactions		634,715			1,696,203
Net change in unrealized appreciation/(depreciation) from investments		(767,419	)		1,513,550
Change in net assets resulting from operations		2,236,080			5,536,820
Distributions to Shareholders From:
Net investment income:
Class A		(1,305	)(a)		–
Institutional Service Class		(812	)(a)		–
Institutional Class		(2,483,578	)		(2,523,593	)
Net realized gains:
Class A		–	(a)		–
Institutional Service Class		–	(a)		–
Institutional Class		(1,486,644	)		(1,031,988	)
Change in net assets from shareholder distributions		(3,972,339	)		(3,555,581	)
Change in net assets from capital transactions		215,062,657			5,494,812
Change in net assets		213,326,398			7,476,051
Net Assets:
Beginning of year		68,903,978			61,427,927
End of year	$	282,230,376		$	68,903,978
Accumulated undistributed net investment income at end of year	$	73,023		$	78,192
CAPITAL TRANSACTIONS:
Class A Shares
Proceeds from shares issued	$	230,000	(a)	$	–
Dividends reinvested		1,305	(a)		–
Cost of shares redeemed		(149,133	)(a)		–
Total Class A Shares		82,172	(a)		–
Institutional Service Class Shares		–			–
Proceeds from shares issued		62,928	(a)		–
Dividends reinvested		812	(a)		–
Cost of shares redeemed		–	(a)		–
Total Institutional Service Class Shares		63,740	(a)		–
Institutional Class Shares
Proceeds from shares issued		218,523,106			10,537,539
Dividends reinvested		3,695,465			3,280,884
Cost of shares redeemed		(7,301,826	)		(8,323,611	)
Total Institutional Class Shares		214,916,745			5,494,812
Change in net assets from capital transactions	$	215,062,657		$	5,494,812
SHARE TRANSACTIONS:
Class A Shares
Issued		22,337	(a)		–
Reinvested		129	(a)		–
Redeemed		(14,669	)(a)		–
Total Class A Shares		7,797	(a)		–

132

Statements of Changes in Net Assets (Continued)

	Nationwide Core Plus Bond Fund
	Year Ended October 31, 2013			Year Ended October 31,  2012
SHARE TRANSACTIONS: (continued)
Institutional Service Class Shares
Issued		6,007	(a)		–
Reinvested		80	(a)		–
Redeemed		–	(a)		–
Total Institutional Service Class Shares		6,087	(a)		–
Institutional Class Shares
Issued		21,493,158			1,018,049
Reinvested		357,064			318,353
Redeemed		(707,001	)		(806,545	)
Total Institutional Class Shares		21,143,221			529,857
Total change in shares		21,157,105			529,857

Amounts designated as “–” are zero or have been rounded to zero.

(a) For the period from April 25, 2013 (commencement of operations) through October 31, 2013.

The accompanying notes are an integral part of these financial statements.

133

Financial Highlights

Selected data for each share of capital outstanding throughout the periods indicated

Nationwide Core Plus Bond Fund

			Operations								Distributions														Ratios/Supplemental Data
	Net Asset Value, Beginning of Period		Net Investment Income		Net Realized and Unrealized Gains (Losses) from Investments			Total from Operations			Net Investment Income			Net Realized Gains			Total Distributions			Net Asset Value, End of Period		Total Return (a)(b)			Net Assets at End of Period		Ratio of Expenses to Average Net Assets (c)		Ratio of Net Investment Income to Average Net Assets (c)		Ratio of Expenses (Prior to Reimbursements) to Average Net Assets (c)(d)		Portfolio Turnover (e)
Class A Shares
Period Ended October 31, 2013 (f)(g)	$	10.50		0.13		(0.27	)		(0.14	)		(0.14	)		–			(0.14	)	$	10.22		(1.34	%)	$	79,649		1.01%		2.49%		1.06%		49.95%
Institutional Service Class Shares
Period Ended October 31, 2013 (f)(g)	$	10.50		0.15		(0.28	)		(0.13	)		(0.15	)		–			(0.15	)	$	10.22		(1.18	%)	$	62,188		0.70%		2.81%		0.72%		49.95%
Institutional Class Shares
Year Ended October 31, 2013 (f)	$	10.66		0.27		(0.17	)		0.10			(0.31	)		(0.23	)		(0.54	)	$	10.22		0.95	%	$	282,088,539		0.69%		2.67%		0.81%		49.95%
Year Ended October 31, 2012 (f)	$	10.36		0.38		0.51			0.89			(0.41	)		(0.18	)		(0.59	)	$	10.66		8.88	%	$	68,903,978		0.75%		3.63%		1.04%		104.00%
Year Ended October 31, 2011 (f)	$	10.61		0.44		(0.05	)		0.39			(0.46	)		(0.18	)		(0.64	)	$	10.36		3.91	%	$	61,427,927		0.75%		4.27%		1.03%		93.00%
Year Ended October 31, 2010 (f)	$	10.00		0.48		0.61			1.09			(0.48	)		–			(0.48	)	$	10.61		11.16	%	$	60,786,149		0.75%		4.63%		1.00%		89.00%
Year Ended October 31, 2009 (f)	$	8.60		0.47		1.40			1.87			(0.47	)		–			(0.47	)	$	10.00		22.23	%	$	52,343,823		0.75%		5.01%		1.09%		147.00%

Amounts designated as “–” are zero or have been rounded to zero.

(a) Excludes sales charge.

(b) Not annualized for periods less than one year.

(c) Annualized for periods less than one year.

(d) During the period, certain fees may have been waived and/or reimbursed. If such waivers/reimbursements had not occurred, the ratios would have been as indicated.

(e) Portfolio turnover is calculated on the basis of the Fund as a whole without distinguishing among the classes of shares.

(f) Per share calculations were performed using average shares method.

(g) For the period from April 25, 2013 (commencement of operations) through October 31, 2013.

The accompanying notes are an integral part of these financial statements.

134

Fund Commentary Nationwide Enhanced Income Fund

For the annual period ended October 31, 2013, the Nationwide Enhanced Income Fund (Institutional Class) returned 0.25% versus 0.26% for its composite benchmark, 50% BofA Merrill Lynch (BofAML) 6-Month Treasury Bill (T-Bill) Index and 50% BofAML 1-Year T-Bill Index. For broader comparison, the median return for the Fund’s closest Lipper peer category of Ultra-Short Obligation Funds (consisting of 99 funds as of October 31, 2013) was 0.40% for the same time period.

This fund experienced a management change on June 17, 2013. For the period from November 1, 2012 through June 16, 2013, the Nationwide Enhanced Income Fund returned 0.10%, compared with the benchmark return of 0.18%.

For the period from June 17, 2013, through October 31, 2013, the Fund returned 0.16%, compared with the benchmark return of 0.08%.

Market Environment

Interest rates increased modestly during the period of June 17, 2013*, to October 31, 2013, continuing a sharp rise that began six weeks earlier. Short-term interest rates rose less than 10 basis points, while rates beyond five years increased between 25 and 35 basis points. Ten-year Treasury yields finished 37 basis points higher, while 30-year yields added 29 basis points. As a result, the five-year Treasury registered -0.7% for the period, while 10-year and 30-year returns were -2.4% and -4.1%, respectively. Investment-grade corporate bonds advanced 0.3% as spreads narrowed 12 basis points on average. High-yield securities performed even better, returning 3.1% for the period from June 17, 2013 through October 31, 2013, and significantly outperformed Treasurys as spreads continued to narrow.

Agency mortgage-backed securities gained 0.7% for the period from June 17, 2013 through October 31, 2013, outperforming equivalent duration Treasuries by 98 basis points as option-adjusted spreads narrowed by 12 basis points. At 41 basis points, agency mortgage spreads are below long-term averages, supported for the time being by the Federal Reserve’s low interest rate

policy and continued purchases of $40 billion of agency mortgage-backed securities each month. The Federal Reserve’s decision not to begin reducing U.S. Treasury and agency mortgage bond purchases in September surprised the market, resulting in strong gains for mortgages. The Fed also continues to reinvest principal payments and maturities into agency mortgage-backed securities, which approximates an additional $25 billion to $30 billion per month.

Portfolio Performance and Return Drivers

Performance was negatively impacted by the Fund’s exposure to securities with durations slightly longer than the benchmark as interest rates rose over the period. In addition, the exposure to the asset-backed securities sector detracted from performance as this sector lagged. Performance was enhanced by the Fund’s overweight to both corporate bonds and mortgage-backed securities.

Outlook and Positioning

Going forward, the investment team’s near-term outlook is for a continuation of the present environment of very low interest rates and, consequently, the continued search for yield by investors. Although the Fed is having an intense debate internally about its bond purchase program, it’s unlikely that purchases will be reduced at either of the next two Fed meetings in the remainder of this year. The Fed is concerned over the negative effects of continued quantitative easing, such as the misallocation of capital and speculation in the credit markets, but the Fed’s initial attempts at winding down the program caused so much panic that it was forced to delay any action. At the same time, the Fed is also trying to convince investors that a reduction in bond purchases is not the same thing as a tightening of policy, and that any need to raise short-term interest rates is still far in the future.

Against this backdrop, the team will remain short duration versus their benchmark to protect against a spike in rates, while maintaining an overweight to corporate bonds, mortgage-backed and asset-backed securities. These sectors of the fixed-income market currently offer better relative value than extraordinarily

135

Fund Commentary (con’t.) Nationwide Enhanced Income Fund

low-yielding Treasurys. Additions to the portfolio included Bank of America, Georgia Power and Citigroup corporate bonds, along with a Ford asset-backed security. Sales included AutoZone, Express Scripts and Goldman Sachs.

The portfolio does not hold any derivatives.

Subadviser:

HighMark Capital Management, Inc.

Portfolio Managers:

E. Jack Montgomery, Jeffrey Klein, Gregory Lugosi and David Wines

*HighMark Capital Management, Inc. became subadviser for the Fund on June 17, 2013.

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

A description of the benchmarks can be found on the Market Index Definitions page at the back of this book.

136

Fund Overview Nationwide Enhanced Income Fund

Objective

The Fund seeks a high level of current income while preserving capital and minimizing fluctuations in share value.

Highlights

Ÿ The Nationwide Enhanced Income Fund Institutional Class returned 0.25% for the annual period, underperforming its composite benchmark, 50% BofA Merrill Lynch (BofAML) 6-Month Treasury Bill (T-Bill) Index and 50% BofAML 1-Year T-Bill Index, by 0.01% and the Lipper peer category median by 0.15%.

Ÿ Performance was enhanced by the Fund’s overweight to both corporate bonds and mortgage-backed securities.

Ÿ Performance was negatively impacted by the Fund’s exposure to securities with durations slightly longer than the benchmark as interest rates rose over the period. In addition, the exposure to the asset-backed securities sector detracted from performance as this sector lagged.

Asset Allocation†

Corporate Bonds	46.7%
Asset-Backed Securities	29.0%
Collateralized Mortgage Obligations	13.7%
Commercial Mortgage Backed Securities	6.6%
Mutual Fund	1.3%
Municipal Bond	0.8%
Yankee Dollar	0.8%
U.S. Government Sponsored & Agency Obligation	0.6%
U.S. Government Mortgage Backed Agencies	0.1%
Other assets in excess of liabilities	0.4%
	100.0%

Top Industries††

Automobiles	19.5%
Commercial Banks	8.9%
Diversified Financial Services	6.6%
Oil, Gas & Consumable Fuels	3.3%
Credit Card	3.2%
Gas Utilities	3.1%
Pharmaceuticals	3.0%
Diversified Telecommunication Services	2.9%
Beverages	2.8%
Electric Utilities	2.5%
Other Industries	44.2%
	100.0%

Top Holdings††

Oracle Corp., 0.82%, 01/15/19	1.9%
Bank of America Corp., 1.28%, 01/15/19	1.7%
Verizon Communications, Inc., 2.00%, 09/14/18	1.6%
BB&T Corp., 1.11%, 06/15/18	1.5%
Wells Fargo & Co., 1.17%, 06/26/15	1.5%
Citigroup, Inc., 5.00%, 09/15/14	1.5%
Ford Credit Auto Owner Trust, 0.72%, 12/15/16	1.5%
Georgia Power Co., 0.66%, 08/15/16	1.5%
American International Group, Inc., 4.25%, 09/15/14	1.4%
Merck & Co., Inc., 0.62%, 05/18/18	1.4%
Other Holdings	84.5%
	100.0%

† Percentages indicated are based upon net assets as of October 31, 2013.

†† Percentages indicated are based upon total investments as of October 31, 2013.

137

Fund Performance Nationwide Enhanced Income Fund

Average Annual Total Return

(For periods ended October 31, 2013)		1 Yr.		5 Yr.		10 Yr.
Class A	w/o SC1		(0.03)%		0.93%		1.83%
	w/ SC2		(2.33)%		0.47%		1.60%
Class R23,4			(0.25)%		0.68%		1.62%
Institutional Service Class3			0.14%		1.10%		1.98%
Institutional Class3			0.25%		1.25%		2.15%

Expense Ratios

	Gross Expense Ratio*	Net Expense Ratio*
Class A	0.76%		0.73%
Class R2	1.01%		0.98%
Institutional Service Class	0.73%		0.70%
Institutional Class	0.48%		0.45%

*Current effective prospectus dated March 1, 2013. The difference between gross and net operating expenses reflects contractual waivers in place through February 28, 2014. Please see the Fund’s most recent prospectus for details.

All figures showing the effect of a sales charge (SC) reflect the maximum charge possible, because it has the most significant effect on performance data.

¹  These returns do not reflect the effects of SCs.

²  Prior to October 29, 2013, a 4.25% front-end sales charge was deducted. Effective October 29, 2013, a 2.25% front-end sales charge was deducted.

³  Not subject to any SCs.

⁴  Effective February 28, 2009, Class R Shares were renamed Class R2 Shares.

138

Fund Performance (con’t.) Nationwide Enhanced Income Fund

Performance of a $10,000 Investment

Investment return and principal value will fluctuate, and when redeemed, shares may be worth more or less than original cost. Past performance is no guarantee of future results and does not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares. Investing in mutual funds involves market risk, including loss of principal. Performance returns assume the reinvestment of all distributions.

Comparative performance of $10,000 invested in Institutional Class shares of the Nationwide Enhanced Income Fund versus the Composite Index*, the BofA Merrill Lynch (BofAML) 6-Month Treasury Bill (T-Bill) Index, the BofAML 1-Year T-Bill Index, and the Consumer Price Index (CPI) for the 10-year period ended 10/31/13. Unlike the Fund, the returns for these unmanaged indexes do not reflect any fees, expenses, or sales charges. Investors cannot invest directly in market indexes. A description of the benchmarks can be found on the Market Index Definitions page at the back of this book.

* The Composite index comprises 50% BofAML 6-Month Treasury Bill (T-Bill) Index and 50% BofAML 1-Year T-Bill Index.

139

Shareholder Expense Example Nationwide Enhanced Income Fund

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, including sales charges (loads) paid on purchase payments and redemption fees; and (2) ongoing costs, including investment advisory fees, administration fees, distribution fees and other Fund expenses. The examples below are intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds. Per Securities and Exchange Commission (“SEC”) requirements, the examples assume that you had a $1,000 investment in the Class at the beginning of the reporting period (May 1, 2013) and continued to hold your shares at the end of the reporting period (October 31, 2013).

Actual Expenses

For each Class of the Fund in the table below, the first line provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid from May 1, 2013 through October 31, 2013. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line of each Class under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.

Hypothetical Expenses for Comparison Purposes

The second line of each Class in the table below provides information about hypothetical account values and hypothetical expenses based on the Class’ actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Class’ actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period from May 1, 2013 through October 31, 2013. You may use this information to compare the ongoing costs of investing in the Class of the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transaction costs, such as sales charges (loads) or redemption fees. If these transaction costs were included, your costs would have been higher. Therefore, the second line for each Class in the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. The examples also assume all dividends and distributions are reinvested.

Schedule of Shareholder Expenses

Expense Analysis of a $1,000 Investment

Nationwide Enhanced Income Fund October 31, 2013			Beginning Account Value ($) 05/01/13	Ending Account Value ($) 10/31/13	Expenses Paid During Period ($) 05/01/13 - 10/31/13	Expense Ratio During Period (%) 05/01/13 - 10/31/13
Class A Shares	Actual	a	1,000.00	998.90	3.68	0.73
	Hypothetical	a,b	1,000.00	1,021.53	3.72	0.73
Class R2 Shares	Actual	a	1,000.00	997.80	4.83	0.96
	Hypothetical	a,b	1,000.00	1,020.37	4.89	0.96
Institutional Service Class Shares	Actual	a	1,000.00	1,001.40	2.27	0.45
	Hypothetical	a,b	1,000.00	1,022.94	2.29	0.45
Institutional Class Shares	Actual	a	1,000.00	1,001.40	2.27	0.45
	Hypothetical	a,b	1,000.00	1,022.94	2.29	0.45

a Expenses are equal to the Fund’s annualized expense ratio multiplied by the average account value from May 1, 2013 through October 31, 2013 multiplied to reflect one-half year period. The expense ratio presented represents a six-month, annualized ratio in accordance with Securities and Exchange Commission guidelines.

b Represents the hypothetical 5% return before expenses.

140

Statement of Investments

October 31, 2013

Nationwide Enhanced Income Fund

Asset-Backed Securities 29.0%
	Principal Amount		Market Value
Automobiles 18.9%
Ally Auto Receivables Trust Series 2010-2, Class A4, 2.09%, 05/15/15	$	292,341	$	293,182
Series 2012-4, Class A3, 0.59%, 01/17/17		1,245,000		1,245,429
Series 2012-SN1, Class A3, 0.57%, 08/20/15		600,000		600,075
AmeriCredit Automobile Receivables Trust Series 2012-4, Class A3, 0.67%, 06/08/17		735,000		733,857
Series 2012-5, Class A2, 0.51%, 01/08/16		254,533		254,447
Series 2013-2, Class A2, 0.53%, 11/08/16		900,000		900,037
BMW Vehicle Lease Trust, Series 2013-1, Class A2, 0.40%, 01/20/15		2,311,382		2,310,128
BMW Vehicle Owner Trust, Series 2011-A, Class A3, 0.76%, 08/25/15		904,078		905,175
Capital Auto Receivables Asset Trust, Series 2013-1, Class A2, 0.62%, 07/20/16		1,000,000		999,121
CarMax Auto Owner Trust Series 2010-2, Class A4, 2.04%, 10/15/15		272,642		274,180
Series 2013-1, Class A2, 0.42%, 03/15/16		1,441,500		1,441,470
Series 2013-2, Class A2, 0.42%, 06/15/16		1,850,000		1,849,800
Ford Credit Auto Owner Trust Series 2009-E, Class A4, 2.42%, 11/15/14		223,332		223,457
Series 2012-B, Class A3, 0.72%, 12/15/16		3,506,020		3,510,067
Series 2013-B, Class A2, 0.38%, 02/15/16		1,367,290		1,366,810
Harley-Davidson Motorcycle Trust Series 2011-2, Class A3, 1.11%, 09/15/16		1,484,103		1,487,334
Series 2012-1, Class A3, 0.68%, 04/15/17		295,000		295,339
Series 2013-1, Class A2, 0.45%, 08/15/16		1,572,725		1,572,265
Honda Auto Receivables Owner Trust Series 2012-1, Class A3, 0.77%, 01/15/16		977,918		979,802
Series 2012-2, Class A2, 0.56%, 11/17/14		193,894		193,922
Series 2012-3, Class A3, 0.56%, 05/15/16		1,000,000		1,000,915
Series 2013-2, Class A2, 0.37%, 10/16/15		1,400,000		1,399,515

Asset-Backed Securities (continued)
	Principal Amount		Market Value
Automobiles (continued)
Hyundai Auto Lease Securitization Trust, Series 2013-A, Class A2, 0.51%, 09/15/15 (a)	$	1,374,734	$	1,374,454
Hyundai Auto Receivables Trust Series 2011-B, Class A4, 1.65%, 02/15/17		1,250,000		1,261,202
Series 2012-A, Class A3, 0.72%, 03/15/16		143,305		143,484
Series 2012-B, Class A3, 0.62%, 09/15/16		1,000,000		1,001,309
Mercedes-Benz Auto Receivables Trust Series 2011-1, Class A4, 1.22%, 12/15/17		2,680,000		2,692,027
Series 2012-1, Class A3, 0.47%, 10/17/16		1,025,000		1,025,043
Nissan Auto Lease Trust, Series 2012-B, Class A3, 0.58%, 11/16/15		1,400,000		1,400,173
Nissan Auto Receivables Owner Trust, Series 2012-A, Class A3, 0.73%, 05/16/16		275,000		275,553
Porsche Financial Auto Securitization Trust, Series 2011-1, Class A4, 1.19%, 12/17/18 (a)		3,190,000		3,195,406
Porsche Innovative Lease Owner Trust, Series 2012-1, Class A3, 0.54%, 12/21/15 (a)		940,000		939,806
Santander Drive Auto Receivables Trust, Series 2013-2, Class A2, 0.47%, 03/15/16		809,049		808,770
Toyota Auto Receivables Owner Trust Series 2011-A, Class A3, 0.98%, 10/15/14		34,325		34,339
Series 2012-A, Class A3, 0.75%, 02/16/16		675,000		676,351
Series 2012-B, Class A3, 0.46%, 07/15/16		1,435,000		1,434,864
Series 2013-B, Class A2, 0.48%, 02/15/16		2,500,000		2,500,813
USAA Auto Owner Trust, Series 2012-1, Class A3, 0.43%, 08/15/16		575,000		574,906
Volkswagen Auto Loan Enhanced Trust, Series 2011-1, Class A4, 1.98%, 09/20/17		1,000,000		1,011,716
World Omni Auto Receivables Trust Series 2010-A, Class A4, 2.21%, 05/15/15		512,889		513,152
Series 2011-A, Class A4, 1.91%, 04/15/16		1,100,000		1,109,143
				45,808,838

141

Statement of Investments (Continued)

October 31, 2013

Nationwide Enhanced Income Fund (Continued)

Asset-Backed Securities (continued)
	Principal Amount		Market Value
Credit Card 3.2%
American Express Credit Account Master Trust, Series 2011-1, Class A, 0.34%, 04/17/17 (b)	$	2,300,000	$	2,300,280
BA Credit Card Trust, Series 2006-A7, Class A7, 0.21%, 12/15/16 (b)		2,000,000		1,998,350
Capital One Multi-Asset Execution Trust, Series 2013-A2, Class A2, 0.35%, 02/15/19 (b)		2,000,000		1,994,286
Chase Issuance Trust, Series 2013-A5, Class A, 0.47%, 05/15/17		1,500,000		1,498,879
				7,791,795
Electric Utilities 1.1%
AEP Texas Central Transition Funding LLC, Series A-3, Class A3, 5.09%, 07/01/15		2,497,157		2,574,035
Other 5.5%
CenterPoint Energy Restoration Bond Co. LLC, Series 2009-1, Class A1, 1.83%, 02/15/16		1,092,365		1,102,646
CenterPoint Energy Transition Bond Co. LLC, Series 2005-A, Class A3, 5.09%, 08/01/15		672,894		680,263
CNH Equipment Trust Series 2012-C, Class A2, 0.44%, 02/16/16		149,530		149,499
Series 2012-C, Class A3, 0.57%, 12/15/17		780,000		779,410
Series 2013-A, Class A2, 0.44%, 07/15/16		2,000,000		1,998,800
Entergy Gulf States Reconstruction Funding LLC, Series 2007-A, Class A2, 5.79%, 10/01/18		1,201,652		1,328,347
GE Equipment Midticket LLC, Series 2012-1, Class A3, 0.60%, 05/23/16		605,000		604,383
GE Equipment Transportation LLC, Series 2013-1, Class A2, 0.50%, 11/24/15		735,000		734,207
John Deere Owner Trust Series 2011-A, Class A3, 1.29%, 01/15/16		354,216		354,722
Series 2012-B, Class A3, 0.53%, 07/15/16		2,000,000		2,000,262

Asset-Backed Securities (continued)
	Principal Amount		Market Value
Other (continued)
Oncor Electric Delivery Transition Bond Co. LLC Series 2003-1, Class A4, 5.42%, 08/15/17	$	354,499	$	371,771
Series 2004-1, Class A3, 5.29%, 05/15/18		678,594		718,360
PSE&G Transition Funding LLC, Series 2001-1, Class A7, 6.75%, 06/15/16		872,410		891,510
Volvo Financial Equipment LLC, Series 2012-1A, Class A3, 0.91%, 08/17/15 (a)		1,608,865		1,610,409
				13,324,589
Student Loan 0.3%
SLM Student Loan Trust, Series 2013-1, Class A1, 0.32%, 02/27/17 (b)		696,661		695,962
Total Asset-Backed Securities (cost $70,425,557)				70,195,219
Collateralized Mortgage Obligations 13.7%
Federal Home Loan Mortgage Corp. REMICS Series 3573, Class LC, 1.85%, 08/15/14		35,709		35,715
Series 3610, Class AB, 1.40%, 12/15/14		74,289		74,363
Series 3612, Class AE, 1.40%, 12/15/14		193,944		194,197
Series 3865, Class DA, 1.25%, 12/15/16		170,947		171,515
Series 3818, Class UA, 1.35%, 02/15/17		523,371		525,478
Series 3827, Class CA, 1.50%, 04/15/17		541,134		544,372
Series 3758, Class CD, 1.50%, 08/15/17		599,222		603,594
Series 2628, Class DQ, 3.00%, 11/15/17		109,986		110,352
Series 2628, Class GQ, 3.14%, 11/15/17		137,483		137,970
Series 2629, Class AN, 3.50%, 01/15/18		262,596		266,290
Series 2629, Class AM, 4.00%, 01/15/18		135,049		137,292
Series 2555, Class B, 4.25%, 01/15/18		253,447		262,962
Series 3840, Class BA, 2.00%, 02/15/18		846,492		855,648
Series 2643, Class NT, 4.50%, 03/15/18		187,540		190,293

142

Statement of Investments (Continued)

October 31, 2013

Nationwide Enhanced Income Fund (Continued)

Collateralized Mortgage Obligations (continued)
	Principal Amount		Market Value
Federal Home Loan Mortgage Corp. REMICS (continued)
Series 2836, Class PX, 4.00%, 05/15/18	$	133,105	$	133,797
Series 3728, Class CA, 1.50%, 10/15/18		716,616		719,613
Series 3916, Class CD, 2.00%, 10/15/18		377,540		381,581
Series 3831, Class CG, 3.00%, 10/15/18		240,428		247,155
Series 3772, Class HC, 3.00%, 10/15/18		1,167,864		1,199,777
Series 3756, Class DA, 1.20%, 11/15/18		1,656,128		1,649,759
Series 3636, Class EB, 2.00%, 11/15/18		250,014		253,777
Series 2877, Class GP, 4.00%, 11/15/18		73,301		73,671
Series 3649, Class EA, 2.25%, 12/15/18		501,611		510,975
Series 3659, Class DE, 2.00%, 03/15/19		449,206		456,354
Series 2838, Class FB, 0.47%, 08/15/19 (b)		182,301		182,244
Series 3683, Class AD, 2.25%, 06/15/20		243,313		245,262
Series 3846, Class CK, 1.50%, 09/15/20		1,152,906		1,158,029
Series 3815, Class BD, 3.00%, 10/15/20		1,313,069		1,353,635
Series 3799, Class GK, 2.75%, 01/15/21		320,268		328,503
Series 3815, Class DE, 3.00%, 10/15/21		690,407		709,472
Series 3609, Class LC, 3.50%, 12/15/24		770,329		799,122
Series 3845, Class ME, 3.00%, 09/15/25		527,404		543,754
Series 2071, Class F, 0.67%, 07/15/28 (b)		764,179		767,635
Series 3919, Class AF, 0.52%, 03/15/30 (b)		336,558		337,807
Series 2763, Class FA, 0.52%, 04/15/32 (b)		853,977		858,758
Series 2763, Class FC, 0.52%, 04/15/32 (b)		1,285,556		1,292,754
Series 3267, Class FB, 0.42%, 11/15/36 (b)		1,460,591		1,463,583
Series 3260, Class PF, 0.47%, 01/15/37 (b)		695,602		696,338
Federal National Mortgage Association REMICS Series 2002-7, Class QG, 5.50%, 03/25/17		171,284		179,099

Collateralized Mortgage Obligations (continued)
	Principal Amount		Market Value
Federal National Mortgage Association REMICS (continued)
Series 2002-16, Class XU, 5.50%, 04/25/17	$	638,740	$	664,135
Series 2002-55, Class QE, 5.50%, 09/25/17		1,040,176		1,090,205
Series 2003-49, Class TK, 3.50%, 03/25/18		339,217		346,104
Series 2003-59, Class GC, 4.50%, 03/25/18		151,979		154,147
Series 2003-35, Class FY, 0.57%, 05/25/18 (b)		343,814		345,671
Series 2011-69, Class AB, 1.50%, 05/25/18		868,743		871,981
Series 2003-57, Class NB, 3.00%, 06/25/18		42,949		44,384
Series 2010-30, Class DB, 2.00%, 08/25/18		472,573		479,730
Series 2003-120, Class BL, 3.50%, 12/25/18		599,538		620,914
Series 2008-15, Class JM, 4.00%, 02/25/19		120,721		123,125
Series 2008-18, Class MD, 4.00%, 03/25/19		458,891		480,095
Series 2004-101, Class BG, 5.00%, 01/25/20		705,840		736,420
Series 2007-36, Class AB, 5.00%, 11/25/21		453,484		471,154
Series 2008-15, Class EL, 4.25%, 06/25/22		449,735		460,866
Series 2009-88, Class EA, 4.50%, 05/25/23		99,524		100,208
Series 2009-44, Class A, 4.50%, 12/25/23		182,397		189,210
Series 2009-76, Class MA, 4.00%, 09/25/24		452,736		467,719
Series 2010-2, Class TF, 0.67%, 06/25/27 (b)		312,010		313,002
Series 2003-86, Class OE, 5.00%, 03/25/32		127,941		129,671
Series 2004-60, Class FW, 0.62%, 04/25/34 (b)		1,638,889		1,651,309
Series 2006-27, Class BF, 0.47%, 04/25/36 (b)		1,545,583		1,551,967
Series 2010-41, Class AP, 4.50%, 09/25/38		88,810		90,132
Government National Mortgage Association Series 2009-25, Class BH, 4.25%, 01/20/35		595,379		618,344
Series 2010-67, Class DA, 2.50%, 04/20/36		391,959		397,065
Series 2009-57, Class BA, 2.25%, 06/16/39		117,858		118,910
Total Collateralized Mortgage Obligations (cost $33,233,696)				33,168,963

143

Statement of Investments (Continued)

October 31, 2013

Nationwide Enhanced Income Fund (Continued)

Commercial Mortgage Backed Securities 6.6%
	Principal Amount		Market Value
Banc of America Merrill Lynch Commercial Mortgage, Inc. Series 2005-3, Class A2, 4.50%, 07/10/43	$	231,030	$	235,569
Series 2005-5, Class ASB, 5.05%, 10/10/45 (b)		259,318		262,270
Citigroup Commercial Mortgage Trust, Series 2012-GC8, Class A1, 0.69%, 09/10/45		890,623		884,959
Commercial Mortgage Pass Through Certificates Series 2012-CR1, Class A1, 1.12%, 05/15/45		736,756		737,270
Series 2012-CR2, Class A1, 0.82%, 08/15/45		627,839		625,483
Series 2012-CR3, Class A1, 0.67%, 10/15/45		582,403		578,550
Series 2012-LC4, Class A1, 1.16%, 12/10/44		201,546		201,899
FDIC Commercial Mortgage Trust, Series 2012-C1, Class A, 0.84%, 05/25/35 (a)(b)		941,245		947,863
GS Mortgage Securities Corp. II, Series 2012-GCJ7, Class A1, 1.14%, 05/10/45		1,489,338		1,489,196
JPMorgan Chase Commercial Mortgage Securities Corp. Series 2005-LDP2, Class A3, 4.70%, 07/15/42		364,432		363,965
Series 2012-C8, Class A1, 0.71%, 10/15/45		668,578		664,750
Series 2012-CBX, Class A1, 0.96%, 06/15/45		624,915		624,945
Morgan Stanley Bank of America Merrill Lynch Trust Series 2012-C5, Class A1, 0.92%, 08/15/45		542,282		541,191
Series 2012-C6, Class A1, 0.66%, 11/15/45		581,330		577,458
UBS-Barclays Commercial Mortgage Trust, Series 2012-C3, Class A1, 0.73%, 08/10/49		1,615,357		1,606,694
Wachovia Bank Commercial Mortgage Trust Series 2005-C17, Class APB, 5.04%, 03/15/42		107,591		107,544
Series 2005-C20, Class APB, 5.09%, 07/15/42 (b)		81,400		81,569
Series 2006-C23, Class A4, 5.42%, 01/15/45 (b)		2,471,827		2,640,984
Wells Fargo Commercial Mortgage Trust, Series 2012-LC5, Class A1, 0.69%, 10/15/45		1,662,264		1,651,896

Commercial Mortgage Backed Securities (continued)
	Principal Amount		Market Value
WF-RBS Commercial Mortgage Trust Series 2012-C8, Class A1, 0.86%, 08/15/45	$	200,398	$	199,696
Series 2012-C9, Class A1, 0.67%, 11/15/45		835,417		829,784
Total Commercial Mortgage Backed Securities (cost $16,031,631)				15,853,535
Corporate Bonds 46.7%
Aerospace & Defense 0.2%
United Technologies Corp., 0.76%, 06/01/15 (b)		620,000		624,338
Automobiles 0.5%
PACCAR, Inc., 6.88%, 02/15/14		1,200,000		1,222,199
Beverages 2.8%
Anheuser-Busch InBev Worldwide, Inc., 0.80%, 07/15/15		2,750,000		2,761,613
Coca-Cola Co. (The), 3.63%, 03/15/14		1,150,000		1,164,231
Heineken NV, 0.80%, 10/01/15 (a)		580,000		578,915
SABMiller Holdings, Inc., 1.85%, 01/15/15 (a)		2,200,000		2,236,135
				6,740,894
Capital Markets 1.2%
Morgan Stanley 0.54%, 01/09/14 (b)		1,100,000		1,099,903
2.88%, 01/24/14		1,625,000		1,633,594
6.00%, 05/13/14		100,000		102,705
				2,836,202
Chemicals 0.5%
Ecolab, Inc. 2.38%, 12/08/14		629,000		640,510
1.00%, 08/09/15		560,000		561,472
				1,201,982
Commercial Banks 8.9%
Bank of New York Mellon Corp. (The), 0.70%, 10/23/15		1,080,000		1,079,806
Bank of Nova Scotia 2.38%, 12/17/13		265,000		265,692
0.75%, 10/09/15		310,000		310,182
0.76%, 07/15/16 (b)		1,950,000		1,957,391
BB&T Corp., 1.11%, 06/15/18 (b)		3,600,000		3,642,909
Canadian Imperial Bank of Commerce 0.90%, 10/01/15		105,000		105,538
0.77%, 07/18/16 (b)		2,750,000		2,758,227

144

Statement of Investments (Continued)

October 31, 2013

Nationwide Enhanced Income Fund (Continued)

Corporate Bonds (continued)
	Principal Amount		Market Value
Commercial Banks (continued)
Capital One Financial Corp., 0.91%, 11/06/15 (b)	$	525,000	$	525,528
Commonwealth Bank of Australia, 0.75%, 09/20/16 (a)(b)		2,000,000		2,000,025
JPMorgan Chase Bank NA, 0.49%, 07/30/15 (b)		2,500,000		2,503,022
PNC Funding Corp., 5.40%, 06/10/14		600,000		617,731
Wells Fargo & Co., 1.17%, 06/26/15 (b)		3,505,000		3,544,448
Westpac Banking Corp. 4.20%, 02/27/15		750,000		786,729
1.13%, 09/25/15		1,460,000		1,477,154
				21,574,382
Communications Equipment 0.6%
Cisco Systems, Inc., 1.63%, 03/14/14		1,375,000		1,382,307
Computers & Peripherals 0.9%
Hewlett-Packard Co., 2.35%, 03/15/15		2,200,000		2,237,960
Consumer Finance 1.6%
American Express Credit Corp., 5.13%, 08/25/14		1,500,000		1,555,614
American Honda Finance Corp. 0.72%, 05/08/14 (a)(b)		360,000		360,350
0.65%, 06/18/14 (a)(b)		345,000		345,549
1.00%, 08/11/15 (a)		515,000		517,805
John Deere Capital Corp., 0.39%, 04/25/14 (b)		350,000		350,246
PACCAR Financial Corp., 0.51%, 06/05/14 (b)		700,000		700,834
				3,830,398
Diversified Financial Services 6.6%
Bank of America Corp. 7.38%, 05/15/14		2,010,000		2,080,887
1.28%, 01/15/19 (b)		4,200,000		4,210,679
Citigroup, Inc. 6.00%, 12/13/13		599,000		602,320
5.00%, 09/15/14		3,400,000		3,518,395
General Electric Capital Corp. 1.28%, 07/02/15 (b)		1,335,000		1,352,402
1.63%, 07/02/15		800,000		812,720
2.25%, 11/09/15		335,000		344,881
0.86%, 12/11/15 (b)		480,000		483,560
JPMorgan Chase & Co., 3.70%, 01/20/15		2,500,000		2,593,176
				15,999,020

Corporate Bonds (continued)
	Principal Amount		Market Value
Diversified Telecommunication Services 2.9%
AT&T, Inc., 5.10%, 09/15/14	$	2,380,000	$	2,475,337
Telefonica Emisiones SAU, 4.95%, 01/15/15		550,000		573,370
Verizon Communications, Inc., 2.00%, 09/14/18 (b)		3,700,000		3,903,370
				6,952,077
Electric Utilities 1.4%
Georgia Power Co., 0.66%, 08/15/16 (b)		3,500,000		3,495,142
Food & Staples Retailing 0.6%
CVS Caremark Corp., 4.88%, 09/15/14		500,000		518,886
Walgreen Co., 1.00%, 03/13/15		845,000		848,650
				1,367,536
Food Products 0.2%
Campbell Soup Co., 0.56%, 08/01/14 (b)		590,000		590,870
Gas Utilities 2.3%
Enterprise Products Operating LLC Series G, 5.60%, 10/15/14		420,000		439,725
3.70%, 06/01/15		1,500,000		1,565,434
1.25%, 08/13/15		940,000		946,610
Kinder Morgan Energy Partners LP, 5.13%, 11/15/14		2,565,000		2,681,591
				5,633,360
Health Care Providers & Services 1.2%
Medtronic, Inc., 4.50%, 03/15/14		1,200,000		1,217,754
UnitedHealth Group, Inc., 0.85%, 10/15/15		1,080,000		1,084,810
WellPoint, Inc., 1.25%, 09/10/15		530,000		534,371
				2,836,935
Industrial Conglomerates 0.2%
General Electric Co., 0.85%, 10/09/15		390,000		391,722
Insurance 1.6%
American International Group, Inc., 4.25%, 09/15/14		3,250,000		3,348,461
Prudential Financial, Inc., Series B, 4.75%, 04/01/14		635,000		645,885
				3,994,346

145

Statement of Investments (Continued)

October 31, 2013

Nationwide Enhanced Income Fund (Continued)

Corporate Bonds (continued)
	Principal Amount		Market Value
Media 2.3%
DIRECTV Holdings LLC/DIRECTV Financing Co., Inc., 4.75%, 10/01/14	$	2,625,000	$	2,721,129
NBCUniversal Media LLC, 2.10%, 04/01/14		1,660,000		1,672,118
Time Warner Cable, Inc., 8.25%, 02/14/14		1,190,000		1,214,405
				5,607,652
Metals & Mining 0.4%
BHP Billiton Finance USA Ltd., 5.50%, 04/01/14		510,000		520,889
Rio Tinto Finance USA Ltd., 8.95%, 05/01/14		430,000		447,394
				968,283
Office Electronics 1.1%
Xerox Corp., 8.25%, 05/15/14		2,487,000		2,585,618
Oil, Gas & Consumable Fuels 3.3%
Occidental Petroleum Corp., 1.45%, 12/13/13		1,175,000		1,176,574
Petrohawk Energy Corp., 7.25%, 08/15/18		2,000,000		2,162,500
Total Capital International SA, 0.83%, 08/10/18 (b)		1,950,000		1,961,173
Valero Energy Corp., 4.50%, 02/01/15		2,520,000		2,633,112
				7,933,359
Pharmaceuticals 3.0%
AbbVie, Inc., 1.03%, 11/06/15 (b)		1,475,000		1,489,891
Actavis, Inc., 5.00%, 08/15/14		600,000		618,744
Merck & Co., Inc., 0.62%, 05/18/18 (b)		3,325,000		3,338,612
Mylan, Inc., 7.88%, 07/15/20 (a)		1,500,000		1,721,250
				7,168,497
Software 1.9%
Oracle Corp., 0.82%, 01/15/19 (b)		4,500,000		4,530,256
Wireless Telecommunication Services 0.5%
Cellco Partnership/Verizon Wireless Capital LLC, 5.55%, 02/01/14		1,225,000		1,237,250
Total Corporate Bonds (cost $112,525,727)				112,942,585

Municipal Bond 0.8%
	Principal Amount		Market Value
Louisiana 0.8%
Louisiana Public Facilities Authority, Series 2008-ELL, RB, 5.75%, 02/01/19	$	1,833,352	$	1,971,733
Total Municipal Bond (cost $1,999,414)				1,971,733
U.S. Government Mortgage Backed Agencies 0.1%
Federal Home Loan Mortgage Corp. Gold Pool
Pool# E00678 6.50%, 06/01/14		1,903		1,927
Pool# B17493 4.00%, 12/01/14		160,328		169,409
Pool# E00991 6.00%, 07/01/16		8,111		8,510
Federal National Mortgage Association Pool
Pool# 253845 6.00%, 06/01/16		11,333		11,867
Pool# 254089 6.00%, 12/01/16		21,188		22,330
Pool# 545415 6.00%, 01/01/17		17,717		18,648
Pool# 254195 5.50%, 02/01/17		39,216		41,071
Pool# 625178 5.50%, 02/01/17		33,655		35,248
Total U.S. Government Mortgage Backed Agencies (cost $294,788)				309,010
U.S. Government Sponsored & Agency Obligation 0.6%
Federal Home Loan Banks 0.50%, 12/13/13		1,500,000		1,500,529
Total U.S. Government Sponsored & Agency Obligation (cost $1,500,210)				1,500,529
Yankee Dollar 0.8%
Gas Utilities 0.8%
TransCanada PipeLines Ltd., 0.93%, 06/30/16 (b)		2,000,000		2,009,592
Total Yankee Dollar (cost $2,000,000)				2,009,592

146

Statement of Investments (Continued)

October 31, 2013

Nationwide Enhanced Income Fund (Continued)

Mutual Fund 1.3%
	Shares		Market Value
Money Market Fund 1.3%
Fidelity Institutional Money Market Fund — Institutional Class, 0.08% (c)		3,063,632	$	3,063,632
Total Mutual Fund (cost $3,063,632)				3,063,632
Total Investments (cost $241,074,655) (d) — 99.6%				241,014,798
Other assets in excess of liabilities — 0.4%				851,759
NET ASSETS — 100.0%			$	241,866,557

(a) Rule 144A, Section 4(2), or other security which is restricted as to sale to institutional investors. These securities were deemed liquid pursuant to procedures approved by the Board of Trustees. The aggregate value of these securities at October 31, 2013 was $15,827,967 which represents 6.55% of net assets.

(b) Variable Rate Security. The rate reflected in the Statement of Investments is the rate in effect on October 31, 2013. The maturity date represents the actual maturity date.

(c) Represents 7-day effective yield as of October 31, 2013.

(d) See notes to financial statements for tax unrealized appreciation/(depreciation) of securities.

FDIC Federal Deposit Insurance Corporation

LLC Limited Liability Company

LP Limited Partnership

Ltd. Limited

NA National Association

NV Public Traded Company

RB Revenue Bond

REMICS Real Estate Mortgage Investment Conduits

SA Stock Company

SAU Single Shareholder Corporation

The accompanying notes are an integral part of these financial statements.

147

Statement of Assets and Liabilities

October 31, 2013

	Nationwide Enhanced Income Fund
Assets:
Investments, at value (cost $241,074,655)	$	241,014,798
Interest and dividends receivable		941,655
Receivable for capital shares issued		65,425
Prepaid expenses		25,054
Total Assets		242,046,932
Liabilities:
Distributions payable		1,220
Payable for capital shares redeemed		50,858
Accrued expenses and other payables:
Investment advisory fees		65,603
Fund administration fees		12,195
Distribution fees		3,486
Administrative servicing fees		2,820
Accounting and transfer agent fees		4,812
Trustee fees		23
Custodian fees		1,001
Compliance program costs (Note 3)		185
Professional fees		30,428
Printing fees		7,409
Other		335
Total Liabilities		180,375
Net Assets	$	241,866,557
Represented by:
Capital	$	250,276,730
Accumulated distributions in excess of net investment income		(149,247	)
Accumulated net realized losses from investment transactions		(8,201,069	)
Net unrealized appreciation/(depreciation) from investments		(59,857	)
Net Assets	$	241,866,557
Net Assets:
Class A Shares	$	16,717,425
Class R2 Shares		7,340
Institutional Service Class Shares		10,024
Institutional Class Shares		225,131,768
Total	$	241,866,557
Shares Outstanding (unlimited number of shares authorized):
Class A Shares		1,879,732
Class R2 Shares		826
Institutional Service Class Shares		1,126
Institutional Class Shares		25,324,152
Total		27,205,836

148

Statement of Assets and Liabilities (Continued)

October 31, 2013

	Nationwide Enhanced Income Fund
Net asset value and redemption price per share (Net assets by class divided by shares outstanding by class, respectively):
Class A Shares(a)	$	8.89
Class R2 Shares	$	8.89
Institutional Service Class Shares	$	8.90
Institutional Class Shares	$	8.89
Maximum offering price per share (100%/(100%-maximum sales charge) of net asset value adjusted to the nearest cent):
Class A Shares	$	9.09
Maximum Sales Charge:
Class A Shares		2.25	%

(a) For Class A Shares, the redemption price per share is reduced by 0.50% on sales of shares of original purchases of  $250,000 or more or that were not subject to a front-end sales charge made within 18 months of the purchase date.

The accompanying notes are an integral part of these financial statements.

149

Statement of Operations

For the Year Ended October 31, 2013

	Nationwide Enhanced Income Fund
INVESTMENT INCOME:
Interest income	$	2,294,614
Dividend income		17,823
Total Income		2,312,437
EXPENSES:
Investment advisory fees		981,814
Fund administration fees		148,026
Distribution fees Class A		48,330
Distribution fees Class R2		128
Administrative servicing fees Class A		6,693
Registration and filing fees		45,561
Professional fees		54,359
Printing fees		14,577
Trustee fees		9,606
Custodian fees		10,394
Accounting and transfer agent fees		31,763
Compliance program costs (Note 3)		1,078
Other		10,840
Total expenses before earnings credit and expenses reimbursed		1,363,169
Earnings credit (Note 5)		(175	)
Expenses reimbursed by adviser (Note 3)		(46,083	)
Net Expenses		1,316,911
NET INVESTMENT INCOME		995,526
REALIZED/UNREALIZED GAINS (LOSSES) FROM INVESTMENTS:
Net realized losses from investment transactions		(146,164	)
Net change in unrealized appreciation/(depreciation) from investments		(302,069	)
Net realized/unrealized losses from investments		(448,233	)
CHANGE IN NET ASSETS RESULTING FROM OPERATIONS	$	547,293

The accompanying notes are an integral part of these financial statements.

150

Statements of Changes in Net Assets

	Nationwide Enhanced Income Fund
	Year Ended October 31, 2013			Year Ended October 31, 2012
Operations:
Net investment income	$	995,526		$	1,573,002
Net realized losses from investment transactions		(146,164	)		(383,592	)
Net change in unrealized appreciation/(depreciation) from investments		(302,069	)		689,777
Change in net assets resulting from operations		547,293			1,879,187
Distributions to Shareholders From:
Net investment income:
Class A		(105,147	)		(222,517	)
Class R2		(89	)		(232	)
Institutional Service Class		(738	)		(137	)
Institutional Class		(2,122,022	)		(2,747,009	)
Change in net assets from shareholder distributions		(2,227,996	)		(2,969,895	)
Change in net assets from capital transactions		(44,583,668	)		32,705,060
Change in net assets		(46,264,371	)		31,614,352
Net Assets:
Beginning of year		288,130,928			256,516,576
End of year	$	241,866,557		$	288,130,928
Accumulated distributions in excess of net investment income at end of year	$	(149,247	)	$	(233,107	)
CAPITAL TRANSACTIONS:
Class A Shares
Proceeds from shares issued	$	11,768,561		$	25,774,517
Dividends reinvested		58,595			113,713
Cost of shares redeemed		(18,624,083	)		(35,636,497	)
Total Class A Shares		(6,796,927	)		(9,748,267	)
Class R2 Shares
Proceeds from shares issued		9,712			22,086
Dividends reinvested		8			13
Cost of shares redeemed		(35,180	)		(33,066	)
Total Class R2 Shares		(25,460	)		(10,967	)
Institutional Service Class Shares
Proceeds from shares issued		448,031			10,000
Dividends reinvested		442			132
Cost of shares redeemed		(448,148	)		(13,462	)
Total Institutional Service Class Shares		325			(3,330	)
Institutional Class Shares
Proceeds from shares issued		32,485,144			67,085,340
Dividends reinvested		2,092,938			2,739,403
Cost of shares redeemed		(72,339,688	)		(27,357,119	)
Total Institutional Class Shares		(37,761,606	)		42,467,624
Change in net assets from capital transactions	$	(44,583,668	)	$	32,705,060

151

Statements of Changes in Net Assets (Continued)

	Nationwide Enhanced Income Fund
	Year Ended October 31, 2013			Year Ended October 31, 2012
SHARE TRANSACTIONS:
Class A Shares
Issued		1,320,113			2,875,552
Reinvested		6,576			12,689
Redeemed		(2,088,885	)		(3,974,748	)
Total Class A Shares		(762,196	)		(1,086,507	)
Class R2 Shares
Issued		1,089			2,465
Reinvested		1			1
Redeemed		(3,953	)		(3,690	)
Total Class R2 Shares		(2,863	)		(1,224	)
Institutional Service Class Shares
Issued		50,221			1,117
Reinvested		50			15
Redeemed		(50,262	)		(1,503	)
Total Institutional Service Class Shares		9			(371	)
Institutional Class Shares
Issued		3,646,486			7,491,024
Reinvested		235,009			305,924
Redeemed		(8,134,756	)		(3,055,371	)
Total Institutional Class Shares		(4,253,261	)		4,741,577
Total change in shares		(5,018,311	)		3,653,475

The accompanying notes are an integral part of these financial statements.

152

Financial Highlights

Selected data for each share of capital outstanding throughout the periods indicated

Nationwide Enhanced Income Fund

			Operations						Distributions								Ratios/Supplemental Data
	Net Asset Value, Beginning of Period		Net Investment Income (Loss)		Net Realized and Unrealized Gains (Losses) from Investments		Total from Operations		Net Investment Income		Total Distributions		Net Asset Value, End of Period		Total Return (a)		Net Assets at End of Period		Ratio of Expenses to Average Net Assets		Ratio of Net Investment Income (Loss) to Average Net Assets		Ratio of Expenses (Prior to Reimbursements) to Average Net Assets (b)		Portfolio Turnover (c)
Class A Shares
Year Ended October 31, 2013 (d)	$	8.94		0.01		(0.01)		–		(0.05)		(0.05)	$	8.89		(0.03%)	$	16,717,425		0.73%		0.10%		0.75%		55.71%
Year Ended October 31, 2012 (d)	$	8.98		0.03		0.01		0.04		(0.08)		(0.08)	$	8.94		0.41%	$	23,631,574		0.73%		0.35%		0.75%		64.89%
Year Ended October 31, 2011 (d)	$	9.07		0.05		(0.04)		0.01		(0.10)		(0.10)	$	8.98		0.15%	$	33,488,311		0.71%		0.58%		0.72%		69.89%
Year Ended October 31, 2010 (d)	$	9.17		0.09		(0.03)		0.06		(0.16)		(0.16)	$	9.07		0.65%	$	8,219,186		0.76%		1.03%		0.81%		63.29%
Year Ended October 31, 2009 (d)	$	9.06		0.23		0.09		0.32		(0.21)		(0.21)	$	9.17		3.53%	$	3,595,763		0.87%		2.46%		0.96%		64.69%
Class R2 Shares (e)
Year Ended October 31, 2013 (d)	$	8.94		(0.01)		(0.01)		(0.02)		(0.03)		(0.03)	$	8.89		(0.25%)	$	7,340		0.95%		(0.09%)		0.96%		55.71%
Year Ended October 31, 2012 (d)	$	8.98		0.01		–		0.01		(0.05)		(0.05)	$	8.94		0.16%	$	32,988		0.98%		0.09%		1.01%		64.89%
Year Ended October 31, 2011 (d)	$	9.07		0.02		(0.04)		(0.02)		(0.07)		(0.07)	$	8.98		(0.33%)	$	44,119		1.06%		0.27%		1.08%		69.89%
Year Ended October 31, 2010 (d)	$	9.17		0.07		(0.03)		0.04		(0.14)		(0.14)	$	9.07		0.58%	$	54,768		1.01%		0.82%		1.06%		63.29%
Year Ended October 31, 2009 (d)	$	9.07		0.14		0.15		0.29		(0.19)		(0.19)	$	9.17		3.28%	$	57,411		0.96%		1.51%		1.06%		64.69%
Institutional Service Class Shares
Year Ended October 31, 2013 (d)	$	8.95		0.03		(0.01)		0.02		(0.07)		(0.07)	$	8.90		0.14%	$	10,024		0.45%		0.34%		0.46%		55.71%
Year Ended October 31, 2012 (d)	$	8.99		0.05		0.01		0.06		(0.10)		(0.10)	$	8.95		0.79%	$	10,000		0.47%		0.60%		0.51%		64.89%
Year Ended October 31, 2011 (d)	$	9.08		0.06		(0.05)		0.01		(0.10)		(0.10)	$	8.99		0.17%	$	13,384		0.70%		0.62%		0.71%		69.89%
Year Ended October 31, 2010 (d)	$	9.17		0.11		(0.03)		0.08		(0.17)		(0.17)	$	9.08		0.86%	$	13,363		0.70%		1.15%		0.75%		63.29%
Year Ended October 31, 2009 (d)	$	9.07		0.24		0.08		0.32		(0.22)		(0.22)	$	9.17		3.60%	$	13,257		0.66%		2.59%		0.76%		64.69%
Institutional Class Shares
Year Ended October 31, 2013 (d)	$	8.94		0.03		(0.01)		0.02		(0.07)		(0.07)	$	8.89		0.25%	$	225,131,768		0.45%		0.37%		0.47%		55.71%
Year Ended October 31, 2012 (d)	$	8.98		0.05		0.01		0.06		(0.10)		(0.10)	$	8.94		0.69%	$	264,456,366		0.45%		0.61%		0.48%		64.89%
Year Ended October 31, 2011 (d)	$	9.07		0.08		(0.04)		0.04		(0.13)		(0.13)	$	8.98		0.41%	$	222,970,762		0.45%		0.87%		0.46%		69.89%
Year Ended October 31, 2010 (d)	$	9.16		0.13		(0.03)		0.10		(0.19)		(0.19)	$	9.07		1.13%	$	233,452,792		0.45%		1.39%		0.50%		63.29%
Year Ended October 31, 2009 (d)	$	9.06		0.23		0.11		0.34		(0.24)		(0.24)	$	9.16		3.80%	$	207,636,356		0.47%		2.54%		0.56%		64.69%

Amounts designated as “–” are zero or have been rounded to zero.

(a) Excludes sales charge.

(b) During the period, certain fees may have been waived and/or reimbursed. If such waivers/reimbursements had not occurred, the ratios would have been as indicated.

(c) Portfolio turnover is calculated on the basis of the Fund as a whole without distinguishing among the classes of shares.

(d) Per share calculations were performed using average shares method.

(e) Effective February 28, 2009, Class R Shares were renamed Class R2 Shares.

The accompanying notes are an integral part of these financial statements.

153

Fund Commentary Nationwide Government Bond Fund

For the annual period ended October 31, 2013, the Nationwide Government Bond Fund (Institutional Service Class) registered -2.35% versus -1.75% for its benchmark, the BofA Merrill Lynch (BofAML) AAA U.S. Treasury/Agency Master Index. For broader comparison, the median return for the Fund’s closest Lipper peer category of Intermediate U.S. Government Funds (consisting of 57 funds as of October 31, 2013) was -1.87% for the same time period.

The past year has been volatile in the fixed-income markets. A centerpiece of the Federal Reserve (Fed) strategy has been monthly open-market purchases ($85 billion) of various types of government and federal agency securities, in an effort to hold interest rates low to stimulate the economy. Concern arose in the markets during the second quarter that the Fed may begin scaling back these purchases sooner than had been anticipated. This market perception had the effect of increasing interest rates, and hurting the relative performance of less-liquid securities. As the third quarter progressed, the Fed reiterated its intention to maintain an accommodative monetary policy (continued security purchases) until there are further signs of meaningful improvement in U.S. employment and economic growth, and/or signs that inflation is accelerating. This affirmation from the Fed provided renewed support for risk spread-based asset classes, including agency debt securities and mortgage-backed securities (MBS).

An out-of-benchmark position in Treasury Inflation-Protected Securities (TIPS) detracted from relative performance during the period, particularly in the second quarter. TIPS did not recover as fully as other asset classes, such as MBS, in the third quarter. Also, inflation did not accelerate materially during the period, which impacted TIPS returns.

The Fund maintained an overweight position in agency MBS throughout the period. With the exception of the second quarter, this position has provided positive relative performance, benefiting from continuing improvement in fundamentals and strong MBS demand from the Federal Reserve open-market securities purchase

program. This program has continued to provide strong technical support for MBS. The Fund’s shorter duration during the period also benefited relative performance.

Subadviser:

Nationwide Asset Management, LLC

Portfolio Managers:

Joel S. Buck and Gary R. Hunt, CFA

The Fund’s value is not guaranteed by the U.S. government or any government agency. The Fund is subject to the risks of investing in fixed-income securities. Please refer to the summary prospectus for a more detailed explanation of the Fund’s principal risks.

A description of the benchmarks can be found on the Market Index Definitions page at the back of this book.

154

Fund Overview Nationwide Government Bond Fund

Objective

The Fund seeks as high a level of current income as is consistent with preserving capital.

Highlights

Ÿ The Nationwide Government Bond Fund Institutional Service Class registered -2.35% for the annual period, underperforming the Index by 0.60% and underperforming the Lipper peer category median by 0.48%.

Ÿ The greatest contributors to performance included an overweight position in agency mortgage-backed securities (MBS) and a shorter duration than the benchmark.

Ÿ The Fund held an out-of-benchmark position in Treasury Inflation-Protected Securities (TIPS), which detracted from performance.

Asset Allocation†

U.S. Government Sponsored & Agency Obligations	43.2%
U.S. Government Mortgage Backed Agencies	31.8%
U.S. Treasury Bonds	8.3%
Collateralized Mortgage Obligations	7.6%
Sovereign Bond	4.3%
Mutual Fund	3.3%
Commercial Mortgage Backed Security	1.3%
Other assets in excess of liabilities	0.2%
	100.0%

Top Holdings††

Federal National Mortgage Association Pool, 2.50%, 03/01/27	8.5%
Federal National Mortgage Association, 2.25%, 03/15/16	7.5%
Federal National Mortgage Association, 1.25%, 01/30/17	7.3%
Federal Home Loan Mortgage Corp., 1.00%, 07/28/17	7.2%
Federal National Mortgage Association, 8.20%, 03/10/16	7.1%
Federal National Mortgage Association REMICS, 2.50%, 09/25/42	5.8%
Financing Corp. (FICO), 10/05/17	5.7%
Federal National Mortgage Association Pool, 3.50%, 12/01/25	5.7%
Federal National Mortgage Association Pool, 3.50%, 12/01/20	5.3%
Federal Home Loan Banks, 1.63%, 06/14/19	4.7%
Other Holdings	35.2%
	100.0%

† Percentages indicated are based upon net assets as of October 31, 2013.

†† Percentages indicated are based upon total investments as of October 31, 2013.

155

Fund Performance Nationwide Government Bond Fund

Average Annual Total Return

(For periods ended October 31, 2013)		1 Yr.		5 Yr.			10 Yr.
Class A	w/o SC1		(2.54)%		4.38%			4.00%
	w/SC2		(6.71)%		3.48%			3.55%
Class B	w/o SC1		(3.13)%		3.77%			3.37%
	w/SC3		(7.83)%		3.42%			3.37%
Class C	w/o SC1		(3.13)%		3.75%			3.36%
	w/SC4		(4.07)%		3.75%			3.36%
Class R25,6			(2.84)%		4.14%			3.80%
Institutional	w/o SC1		(2.35)%		4.67%			4.29%
Service Class7	w/SC		(2.35)%		3.72%	8		3.81%	8

Expense Ratios

	Expense Ratio*
Class A	1.11%
Class B	1.74%
Class C	1.74%
Class R2	1.30%
Institutional Service Class	0.84%

*Current effective prospectus dated March 1, 2013. Please see the Fund’s most recent prospectus for details.

All figures showing the effect of a sales charge (SC) reflect the maximum charge possible, because it has the most significant effect on performance data.

¹  These returns do not reflect the effects of SCs.

²  Prior to October 29, 2013, a 4.25% front-end sales charge was deducted. Effective October 29, 2013, a 2.25% front-end sales charge was deducted.

³  A 5.00% maximum contingent deferred sales charge (CDSC) was deducted. The CDSC declines to 0% after 6 years and is not deducted from returns after 6 years.

⁴  A 1.00% CDSC was deducted from the one year return because it is charged when you sell Class C shares within the first year after purchase.

⁵  Not subject to any SCs.

⁶  Effective February 28, 2009, Class R Shares were renamed Class R2 Shares.

⁷  Effective August 1, 2012, Class D Shares were renamed Institutional Service Class Shares.

⁸  A 4.50% front-end sales charge was deducted on Class D Shares.

156

Fund Performance (con’t.) Nationwide Government Bond Fund

Performance of a $10,000 Investment

Investment return and principal value will fluctuate, and when redeemed, shares may be worth more or less than original cost. Past performance is no guarantee of future results and does not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares. Investing in mutual funds involves market risk, including loss of principal. Performance returns assume the reinvestment of all distributions.

Comparative performance of $10,000 invested in Institutional Service Class shares of the Nationwide Government Bond Fund versus the BofA Merrill Lynch (BofAML) AAA U.S. Treasury/Agency Master Index, and the Consumer Price Index (CPI) over the 10-year period ended 10/31/13. Unlike the Fund, the returns for these unmanaged indexes do not reflect any fees, expenses, or sales charges. Investors cannot invest directly in market indexes. A description of the benchmarks can be found on the Market Index Definitions page at the back of this book.

157

Shareholder Expense Example Nationwide Government Bond Fund

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, including sales charges (loads) paid on purchase payments and redemption fees; and (2) ongoing costs, including investment advisory fees, administration fees, distribution fees and other Fund expenses. The examples below are intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds. Per Securities and Exchange Commission (“SEC”) requirements, the examples assume that you had a $1,000 investment in the Class at the beginning of the reporting period (May 1, 2013) and continued to hold your shares at the end of the reporting period (October 31, 2013).

Actual Expenses

For each Class of the Fund in the table below, the first line provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid from May 1, 2013 through October 31, 2013. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line of each Class under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.

Hypothetical Expenses for Comparison Purposes

The second line of each Class in the table below provides information about hypothetical account values and hypothetical expenses based on the Class’ actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Class’ actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period from May 1, 2013 through October 31, 2013. You may use this information to compare the ongoing costs of investing in the Class of the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transaction costs, such as sales charges (loads) or redemption fees. If these transaction costs were included, your costs would have been higher. Therefore, the second line for each Class in the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. The examples also assume all dividends and distributions are reinvested.

Schedule of Shareholder Expenses

Expense Analysis of a $1,000 Investment

Nationwide Government Bond Fund October 31, 2013			Beginning Account Value ($) 05/01/13	Ending Account Value ($) 10/31/13	Expenses Paid During Period ($) 05/01/13 - 10/31/13	Expense Ratio During Period (%) 05/01/13 - 10/31/13
Class A Shares	Actual	a	1,000.00	970.00	5.86	1.18
	Hypothetical	a,b	1,000.00	1,019.26	6.01	1.18
Class B Shares	Actual	a	1,000.00	968.00	8.93	1.80
	Hypothetical	a,b	1,000.00	1,016.13	9.15	1.80
Class C Shares	Actual	a	1,000.00	967.00	8.92	1.80
	Hypothetical	a,b	1,000.00	1,016.13	9.15	1.80
Class R2 Shares	Actual	a	1,000.00	968.60	7.29	1.47
	Hypothetical	a,b	1,000.00	1,017.80	7.48	1.47
Institutional Service Class Shares	Actual	a	1,000.00	971.40	4.42	0.89
	Hypothetical	a,b	1,000.00	1,020.72	4.53	0.89

a Expenses are equal to the Fund’s annualized expense ratio multiplied by the average account value from May 1, 2013 through October 31, 2013 multiplied to reflect one-half year period. The expense ratio presented represents a six-month, annualized ratio in accordance with Securities and Exchange Commission guidelines.

b Represents the hypothetical 5% return before expenses.

158

Statement of Investments

October 31, 2013

Nationwide Government Bond Fund

Collateralized Mortgage Obligations 7.6%
	Principal Amount		Market Value
Federal Home Loan Mortgage Corp. REMICS Series 1684, Class I, 6.50%, 03/15/24	$	658,310	$	728,832
Series 2296, Class H, 6.50%, 03/15/31		32,747		36,817
Federal National Mortgage Association REMICS Series 1988-25, Class B, 9.25%, 10/25/18		2,833		3,073
Series 1990-7, Class B, 8.50%, 01/25/20		8,977		10,157
Series 1993-16, Class Z, 7.50%, 02/25/23		44,248		50,340
Series 1993-226, Class PK, 6.00%, 12/25/23		315,864		347,664
Series 2003-66, Class AP, 3.50%, 11/25/32		355,041		361,206
Series 2013-59, Class MX, 2.50%, 09/25/42		4,826,528		4,803,588
Total Collateralized Mortgage Obligations (cost $6,335,152)				6,341,677
Commercial Mortgage Backed Security 1.3%
Federal National Mortgage Association REMICS, Series 1998-73, Class MZ, 6.30%, 10/17/38		1,073,005		1,093,430
Total Commercial Mortgage Backed Security (cost $1,077,972)				1,093,430
Sovereign Bond 4.3%
ISRAEL 4.3%
Israel Government AID Bond, 5.50%, 12/04/23		3,000,000		3,586,641
Total Sovereign Bond (cost $3,671,523)				3,586,641
U.S. Government Mortgage Backed Agencies 31.8%
Federal National Mortgage Association Pool Pool# 383142     7.11%, 10/01/15		706,301		704,612
Pool# MA0598 3.50%, 12/01/20		4,138,317		4,373,521
Pool# 874740 6.32%, 07/01/22		1,652,900		1,934,829
Pool# 874982 6.81%, 11/01/25		1,638,427		1,881,779

U.S. Government Mortgage Backed Agencies (continued)
	Principal Amount		Market Value
Federal National Mortgage Association Pool (continued)
Pool# 932840 3.50%, 12/01/25	$	4,457,176	$	4,707,718
Pool# AK7645 2.50%, 03/01/27		6,977,288		7,056,328
Pool# 387114 5.62%, 09/01/34		1,091,240		1,196,306
Pool# 773298 2.40%, 04/01/35 (a)		1,890,633		2,012,199
Pool# 813605 2.30%, 07/01/36 (a)		388,827		411,107
Pool# 745769 2.37%, 07/01/36 (a)		2,066,037		2,187,235
Total U.S. Government Mortgage Backed Agencies (cost $25,680,139)				26,465,634
U.S. Government Sponsored & Agency Obligations 43.2%
Federal Home Loan Banks 1.63%, 06/14/19		4,000,000		3,944,270
5.37%, 09/09/24		2,615,000		3,096,283
Federal Home Loan Mortgage Corp. 1.00%, 07/28/17		6,000,000		5,992,348
Federal National Mortgage Association 8.20%, 03/10/16		5,000,000		5,902,102
2.25%, 03/15/16		6,000,000		6,242,315
1.25%, 01/30/17		6,000,000		6,084,226
Financing Corp. (FICO) 0.00%, 10/05/17		4,966,000		4,730,036
Total U.S. Government Sponsored & Agency Obligations (cost $36,052,607)				35,991,580
U.S. Treasury Bonds 8.3%
U.S. Treasury Inflation Indexed Bonds 1.38%, 07/15/18		1,000,000		1,195,230
0.13%, 01/15/23		2,500,000		2,475,710
2.50%, 01/15/29		1,000,000		1,344,629
0.63%, 02/15/43		2,250,000		1,895,780
Total U.S. Treasury Bonds (cost $7,876,964)				6,911,349

159

Statement of Investments (Continued)

October 31, 2013

Nationwide Government Bond Fund (Continued)

Mutual Fund 3.3%
	Shares		Market Value
Money Market Fund 3.3%
Fidelity Institutional Money Market Fund — Institutional Class, 0.08% (b)		2,753,345	$	2,753,345
Total Mutual Fund (cost $2,753,345)				2,753,345
Total Investments (cost $83,447,702) (c) — 99.8%				83,143,656
Other assets in excess of liabilities — 0.2%				176,055
NET ASSETS — 100.0%			$	83,319,711

(a) Variable Rate Security. The rate reflected in the Statement of Investments is the rate in effect on October 31, 2013. The maturity date represents the actual maturity date.

(b) Represents 7-day effective yield as of October 31, 2013.

(c) See notes to financial statements for tax unrealized appreciation/(depreciation) of securities.

AID Agency for International Development

REMICS Real Estate Mortgage Investment Conduits

The accompanying notes are an integral part of these financial statements.

160

Statement of Assets and Liabilities

October 31, 2013

	Nationwide Government Bond Fund
Assets:
Investments, at value (cost $83,447,702)	$	83,143,656
Interest and dividends receivable		338,771
Receivable for capital shares issued		8,299
Prepaid expenses		25,660
Total Assets		83,516,386
Liabilities:
Distributions payable		6,079
Payable for capital shares redeemed		76,132
Accrued expenses and other payables:
Investment advisory fees		34,040
Fund administration fees		12,630
Distribution fees		8,550
Administrative servicing fees		15,393
Accounting and transfer agent fees		9,422
Trustee fees		230
Custodian fees		362
Compliance program costs (Note 3)		9
Professional fees		21,241
Printing fees		12,139
Other		448
Total Liabilities		196,675
Net Assets	$	83,319,711
Represented by:
Capital	$	83,699,185
Accumulated distributions in excess of net investment income		(75,428	)
Net unrealized appreciation/(depreciation) from investments		(304,046	)
Net Assets	$	83,319,711
Net Assets:
Class A Shares	$	31,478,682
Class B Shares		179,517
Class C Shares		1,408,921
Class R2 Shares		802,424
Institutional Service Class Shares		49,450,167
Total	$	83,319,711
Shares Outstanding (unlimited number of shares authorized):
Class A Shares		3,116,037
Class B Shares		17,765
Class C Shares		139,512
Class R2 Shares		79,350
Institutional Service Class Shares		4,894,092
Total		8,246,756

161

Statement of Assets and Liabilities (Continued)

October 31, 2013

	Nationwide Government Bond Fund
Net asset value and redemption price per share (Net assets by class divided by shares outstanding by class, respectively):
Class A Shares (a)	$	10.10
Class B Shares (b)	$	10.11
Class C Shares (c)	$	10.10
Class R2 Shares	$	10.11
Institutional Service Class Shares	$	10.10
Maximum offering price per share (100%/(100%-maximum sales charge) of net asset value adjusted to the nearest cent):
Class A Shares	$	10.33
Maximum Sales Charge:
Class A Shares		2.25	%

(a) For Class A Shares, the redemption price per share is reduced by 0.75% on sales of shares of original purchases of $500,000 or more or that were not subject to a front-end sales charge made within 18 months of the purchase date.

(b) For Class B Shares, the redemption price per share varies by the length of time shares are held.

(c) For Class C Shares, the redemption price per share is reduced by 1.00% for shares held less than one year.

The accompanying notes are an integral part of these financial statements.

162

Statement of Operations

For the Year Ended October 31, 2013

	Nationwide Government Bond Fund
INVESTMENT INCOME:
Interest income	$	1,692,850
Dividend income		21,668
Total Income		1,714,518
EXPENSES:
Investment advisory fees		510,399
Fund administration fees		130,543
Distribution fees Class A		99,572
Distribution fees Class B		2,781
Distribution fees Class C		17,929
Distribution fees Class R2		6,256
Administrative servicing fees Class A		46,101
Administrative servicing fees Class R2		2,222
Administrative servicing fees Institutional Service Class		48,982
Registration and filing fees		55,294
Professional fees		30,829
Printing fees		18,454
Trustee fees		3,653
Custodian fees		4,092
Accounting and transfer agent fees		50,786
Compliance program costs (Note 3)		311
Other		8,195
Total expenses before earnings credit and fees waived		1,036,399
Earnings credit (Note 5)		(7	)
Investment advisory fees waived (Note 3)		(13,729	)
Net Expenses		1,022,663
NET INVESTMENT INCOME		691,855
REALIZED/UNREALIZED GAINS (LOSSES) FROM INVESTMENTS:
Net realized gains from investment transactions		376,612
Net change in unrealized appreciation/(depreciation) from investments		(3,656,464	)
Net realized/unrealized losses from investments		(3,279,852	)
CHANGE IN NET ASSETS RESULTING FROM OPERATIONS	$	(2,587,997	)

The accompanying notes are an integral part of these financial statements.

163

Statements of Changes in Net Assets

	Nationwide Government Bond Fund
	Year Ended October 31, 2013			Year Ended October 31, 2012
Operations:
Net investment income	$	691,855		$	2,171,250
Net realized gains from investment transactions		376,612			3,863,104
Net change in unrealized appreciation/(depreciation) from investments		(3,656,464	)		(339,059	)
Change in net assets resulting from operations		(2,587,997	)		5,695,295
Distributions to Shareholders From:
Net investment income:
Class A		(339,951	)		(1,005,629	)
Class B		(660	)		(8,772	)
Class C		(4,270	)		(28,204	)
Class R2		(6,680	)		(26,024	)
Institutional Service Class (a)		(670,016	)		(1,668,471	)
Net realized gains:
Class A		(1,269,768	)		(1,343,910	)
Class B		(9,682	)		(21,654	)
Class C		(54,166	)		(56,890	)
Class R2		(39,500	)		(40,077	)
Institutional Service Class (a)		(1,781,941	)		(2,016,525	)
Change in net assets from shareholder distributions		(4,176,634	)		(6,216,156	)
Change in net assets from capital transactions		(31,042,155	)		(12,968,427	)
Change in net assets		(37,806,786	)		(13,489,288	)
Net Assets:
Beginning of year		121,126,497			134,615,785
End of year	$	83,319,711		$	121,126,497
Accumulated distributions in excess of net investment income at end of year	$	(75,428	)	$	(126,074	)
CAPITAL TRANSACTIONS:
Class A Shares
Proceeds from shares issued	$	8,613,319		$	11,300,196
Dividends reinvested		1,523,071			2,214,697
Cost of shares redeemed		(24,512,043	)		(16,585,737	)
Total Class A Shares		(14,375,653	)		(3,070,844	)
Class B Shares
Proceeds from shares issued		45,109			31,951
Dividends reinvested		6,618			9,782
Cost of shares redeemed		(283,913	)		(445,238	)
Total Class B Shares		(232,186	)		(403,505	)
Class C Shares
Proceeds from shares issued		314,064			924,322
Dividends reinvested		41,872			49,506
Cost of shares redeemed		(857,742	)		(819,905	)
Total Class C Shares		(501,806	)		153,923

(a) Effective August 1, 2012, Class D Shares were renamed Institutional Service Class Shares.

164

Statements of Changes in Net Assets (Continued)

	Nationwide Government Bond Fund
	Year Ended October 31, 2013			Year Ended October 31, 2012
CAPITAL TRANSACTIONS: (continued)
Class R2 Shares
Proceeds from shares issued	$	537,267		$	328,302
Dividends reinvested		18,809			25,194
Cost of shares redeemed		(1,131,145	)		(315,673	)
Total Class R2 Shares		(575,069	)		37,823
Institutional Service Class Shares (a)
Proceeds from shares issued		5,578,517			10,556,392
Dividends reinvested		2,337,453			3,491,383
Cost of shares redeemed		(23,273,411	)		(23,733,599	)
Total Institutional Service Class Shares		(15,357,441	)		(9,685,824	)
Change in net assets from capital transactions	$	(31,042,155	)	$	(12,968,427	)
SHARE TRANSACTIONS:
Class A Shares
Issued		825,864			1,062,303
Reinvested		146,538			208,491
Redeemed		(2,371,157	)		(1,556,911	)
Total Class A Shares		(1,398,755	)		(286,117	)
Class B Shares
Issued		4,347			2,980
Reinvested		635			920
Redeemed		(27,191	)		(41,926	)
Total Class B Shares		(22,209	)		(38,026	)
Class C Shares
Issued		29,772			86,568
Reinvested		4,024			4,666
Redeemed		(83,419	)		(77,303	)
Total Class C Shares		(49,623	)		13,931
Class R2 Shares
Issued		51,789			30,744
Reinvested		1,804			2,369
Redeemed		(110,177	)		(29,733	)
Total Class R2 Shares		(56,584	)		3,380
Institutional Service Class Shares (a)
Issued		533,474			993,424
Reinvested		224,919			328,651
Redeemed		(2,257,547	)		(2,229,225	)
Total Institutional Service Class Shares		(1,499,154	)		(907,150	)
Total change in shares		(3,026,325	)		(1,213,982	)

(a) Effective August 1, 2012, Class D Shares were renamed Institutional Service Class Shares.

The accompanying notes are an integral part of these financial statements.

165

Financial Highlights

Selected data for each share of capital outstanding throughout the periods indicated

Nationwide Government Bond Fund

			Operations									Distributions																Ratios/Supplemental Data
	Net Asset Value, Beginning of Period		Net Investment Income (Loss)			Net Realized and Unrealized Gains (Losses) from Investments			Total from Operations			Net Investment Income			Net Realized Gains			Total Distributions			Redemption Fees		Net Asset Value, End of Period		Total Return (a)			Net Assets at End of Period		Ratio of Expenses to Average Net Assets		Ratio of Net Investment Income (Loss) to Average Net Assets		Ratio of Expenses (Prior to Reimbursements) to Average Net Assets (b)		Portfolio Turnover (c)
Class A Shares
Year Ended October 31, 2013 (d)	$	10.74		0.05			(0.31	)		(0.26	)		(0.09	)		(0.29	)		(0.38	)		–	$	10.10		(2.54%	)	$	31,478,682		1.15%		0.53%		1.16%		156.00%
Year Ended October 31, 2012 (d)	$	10.78		0.16			0.29			0.45			(0.21	)		(0.28	)		(0.49	)		–	$	10.74		4.32%		$	48,503,301		1.11%		1.53%		1.11%		81.08%
Year Ended October 31, 2011 (d)	$	11.11		0.25			0.10			0.35			(0.27	)		(0.41	)		(0.68	)		–	$	10.78		3.49%		$	51,748,983		1.12%		2.39%		1.12%		119.20%
Year Ended October 31, 2010 (d)	$	10.87		0.28			0.45			0.73			(0.33	)		(0.16	)		(0.49	)		–	$	11.11		6.84%		$	56,960,722		1.14%		2.60%		1.14%		91.55%
Year Ended October 31, 2009 (d)	$	10.25		0.35			0.69			1.04			(0.35	)		(0.07	)		(0.42	)		–	$	10.87		10.19%		$	54,052,272		1.16%		3.23%		1.16%		77.90%
Class B Shares
Year Ended October 31, 2013 (d)	$	10.75		(0.01	)		(0.31	)		(0.32	)		(0.03	)		(0.29	)		(0.32	)		–	$	10.11		(3.13%	)	$	179,517		1.78%		(0.11%)		1.79%		156.00%
Year Ended October 31, 2012 (d)	$	10.78		0.10			0.29			0.39			(0.14	)		(0.28	)		(0.42	)		–	$	10.75		3.77%		$	429,654		1.74%		0.94%		1.74%		81.08%
Year Ended October 31, 2011 (d)	$	11.12		0.19			0.08			0.27			(0.20	)		(0.41	)		(0.61	)		–	$	10.78		2.74%		$	841,153		1.76%		1.75%		1.76%		119.20%
Year Ended October 31, 2010 (d)	$	10.87		0.22			0.45			0.67			(0.26	)		(0.16	)		(0.42	)		–	$	11.12		6.27%		$	1,161,026		1.74%		2.02%		1.74%		91.55%
Year Ended October 31, 2009 (d)	$	10.24		0.28			0.70			0.98			(0.28	)		(0.07	)		(0.35	)		–	$	10.87		9.62%		$	1,314,664		1.78%		2.62%		1.78%		77.90%
Class C Shares
Year Ended October 31, 2013 (d)	$	10.74		(0.01	)		(0.31	)		(0.32	)		(0.03	)		(0.29	)		(0.32	)		–	$	10.10		(3.13%	)	$	1,408,921		1.78%		(0.10%)		1.80%		156.00%
Year Ended October 31, 2012 (d)	$	10.78		0.10			0.28			0.38			(0.14	)		(0.28	)		(0.42	)		–	$	10.74		3.67%		$	2,031,828		1.74%		0.90%		1.74%		81.08%
Year Ended October 31, 2011 (d)	$	11.11		0.19			0.09			0.28			(0.20	)		(0.41	)		(0.61	)		–	$	10.78		2.83%		$	1,888,397		1.76%		1.75%		1.76%		119.20%
Year Ended October 31, 2010 (d)	$	10.87		0.22			0.44			0.66			(0.26	)		(0.16	)		(0.42	)		–	$	11.11		6.18%		$	2,582,146		1.74%		2.01%		1.74%		91.55%
Year Ended October 31, 2009 (d)	$	10.24		0.28			0.70			0.98			(0.28	)		(0.07	)		(0.35	)		–	$	10.87		9.62%		$	2,225,145		1.78%		2.65%		1.78%		77.90%
Class R2 Shares (e)
Year Ended October 31, 2013 (d)	$	10.75		0.02			(0.31	)		(0.29	)		(0.06	)		(0.29	)		(0.35	)		–	$	10.11		(2.84%	)	$	802,424		1.46%		0.21%		1.47%		156.00%
Year Ended October 31, 2012 (d)	$	10.79		0.14			0.29			0.43			(0.19	)		(0.28	)		(0.47	)		–	$	10.75		4.12%		$	1,461,777		1.29%		1.34%		1.29%		81.08%
Year Ended October 31, 2011 (d)	$	11.12		0.23			0.10			0.33			(0.25	)		(0.41	)		(0.66	)		–	$	10.79		3.27%		$	1,430,128		1.33%		2.19%		1.33%		119.20%
Year Ended October 31, 2010 (d)	$	10.88		0.26			0.44			0.70			(0.30	)		(0.16	)		(0.46	)		–	$	11.12		6.59%		$	1,656,631		1.37%		2.41%		1.37%		91.55%
Year Ended October 31, 2009 (d)	$	10.25		0.31			0.71			1.02			(0.32	)		(0.07	)		(0.39	)		–	$	10.88		9.99%		$	1,883,821		1.45%		2.88%		1.45%		77.90%
Institutional Service Class Shares (f)
Year Ended October 31, 2013 (d)	$	10.75		0.08			(0.32	)		(0.24	)		(0.12	)		(0.29	)		(0.41	)		–	$	10.10		(2.35%	)	$	49,450,167		0.87%		0.82%		0.88%		156.00%
Year Ended October 31, 2012 (d)	$	10.78		0.19			0.30			0.49			(0.24	)		(0.28	)		(0.52	)		–	$	10.75		4.70%		$	68,699,937		0.83%		1.81%		0.83%		81.08%
Year Ended October 31, 2011 (d)	$	11.11		0.28			0.10			0.38			(0.30	)		(0.41	)		(0.71	)		–	$	10.78		3.76%		$	78,707,124		0.86%		2.65%		0.86%		119.20%
Year Ended October 31, 2010 (d)	$	10.88		0.31			0.44			0.75			(0.36	)		(0.16	)		(0.52	)		–	$	11.11		7.09%		$	90,169,759		0.86%		2.89%		0.86%		91.55%
Year Ended October 31, 2009 (d)	$	10.25		0.38			0.70			1.08			(0.38	)		(0.07	)		(0.45	)		–	$	10.88		10.59%		$	97,806,444		0.88%		3.52%		0.88%		77.90%

Amounts designated as “–” are zero or have been rounded to zero.

(a) Excludes sales charge.

(b) During the period, certain fees may have been waived and/or reimbursed. If such waivers/reimbursements had not occurred, the ratios would have been as indicated.

(c) Portfolio turnover is calculated on the basis of the Fund as a whole without distinguishing among the classes of shares.

(d) Per share calculations were performed using average shares method.

(e) Effective February 28, 2009, Class R Shares were renamed Class R2 Shares.

(f) Effective August 1, 2012, Class D Shares were renamed Institutional Service Class Shares.

The accompanying notes are an integral part of these financial statements.

166

Fund Commentary Nationwide High Yield Bond Fund

For the period from July 1, 2013, through October 31, 2013*, the Nationwide High Yield Bond Fund (Class A at NAV) returned 4.98% versus 4.83% for its benchmark, the BofA Merrill Lynch (BofAML) U.S. High Yield Cash Pay Constrained Index. For broader comparison, the median return for the Fund’s closest Lipper peer category of High Yield Funds (consisting of 592 funds as of October 31, 2013) was 4.54% for the same time period.

The four-month period was dominated by continued market speculation regarding the timing of the start of withdrawal of monetary stimulus by the U.S. Federal Reserve (the “Fed”). Since the announcement of the Fed’s surprising decision in September not to commence tapering, we are more confident that gross domestic product growth levels will continue to approach trend levels. Therefore, this remains a broadly supportive macroeconomic environment for high yield as an asset class.

During the reporting period, lower-quality CCC-rated bonds outperformed the better quality BB- and B-rated bonds, with all three rating categories posting positive returns. Given the relatively stable market during the four-month period, industry performance was positive across all sectors, with technology, financial services and banking among the top performers, and consumer cyclicals, consumer non-cyclicals and insurance among the relative underperformers.

Performance attribution

During the reporting period, the Fund outperformed the benchmark. The primary driver of relative returns was spread management. In particular, the Fund’s overweights in energy and cable television were the largest industry contributors. Duration management was a small contributor to performance.

Positioning and portfolio activity

During the reporting period, we targeted a broadly neutral stance from a beta perspective with active risk, primarily driven by the views of our analyst team. In an environment with relatively narrow yield dispersion among issuers, we anticipate investment opportunities to arise

through both bottom-up issue selection and the avoidance of credit deterioration.

From an industry perspective, overweights include energy and cable television, primarily driven by issuer-specific considerations. The Fund is underweight metals and mining and steel, primarily based on valuations and fundamentals, particularly when we consider the high leverage and excess capacity in these sectors. The Fund retains a small short-duration interest-rate position versus the Index, although we latterly reduced the extent of the underweight during the reporting period. During the four-month period, we reduced our cash and overweight in debt rated BBB and above, reduced our underweight in BB-rated debt and moved from being underweight B-rated debt to being overweight. Changes in our positioning during the reporting period included an increase in our overweight in energy as well as a reduction in our overweight in telecommunications, moving it to neutral. We also moved from being overweight electric utilities to underweight.

Outlook

We remain broadly constructive on high yield as an asset class. We view the backdrop of modestly improving economic growth, coupled with what remains accommodative central bank policy and relatively sound corporate fundamentals, as favorable for corporate bond investors. We anticipate an increase in positive event risk through mergers and acquisitions activity, for example, in the energy sector. We expect the near-term outlook for the default rate to remain low and spreads to remain range bound, and as a result, we are increasing our issuer-specific risk in some of our credit analysts’ high-conviction names. The major risk to this view is that technical factors, potentially driven by outflows from the asset class and a challenging environment for trading liquidity, could overwhelm in the near term at some point and lead to volatility and weakness in the high-yield markets. We also expect that the high-yield market will continue to exhibit increased correlation with the U.S. Treasury market, which could lead to further periods of volatility, as speculation on the timing of Fed tapering continues during the coming months.

167

Fund Commentary (con’t.) Nationwide High Yield Bond Fund

Subadviser:

UBS Global Asset Management (Americas) Inc.

Portfolio Managers:

Craig Ellinger and Matthew Iannucci

*A four-month reporting period is shown since the Fund has changed its fiscal year end from June 30 to October 31. This abbreviated reporting period provides limited insights.

The Fund is subject to the risks of investing in fixed-income securities, including high-yield bonds (which are more volatile and at a greater risk of default). The Fund may invest in more aggressive investments such as derivatives (many of which create investment leverage and are highly volatile). Please refer to the summary prospectus for a more detailed explanation of the Fund’s principal risks.

A description of the benchmarks can be found on the Market Index Definitions page at the back of this book.

168

Fund Overview Nationwide High Yield Bond Fund

Objective

The Fund seeks to provide high current income, as well as capital growth when consistent with high current income.

Highlights

Ÿ For the period, the Nationwide High Yield Bond Fund Class A (at NAV) returned 4.98%, outperforming the benchmark by 0.15% and the Lipper peer category by 0.44%.

Ÿ The primary driver of relative returns was overweights in energy and cable television, along with a small contribution from duration management.

Ÿ The Fund retains a small short-duration interest-rate position versus the Index, although we latterly reduced the extent of the underweight during the reporting period.

Asset Allocation†

Corporate Bonds	96.8%
Mutual Fund	1.7%
Yankee Dollar	0.6%
Commercial Mortgage Backed Security	0.2%
Common Stock††	0.0%
Warrant††	0.0%
Other assets in excess of liabilities	0.7%
	100.0%

Top Industries†††

Oil, Gas & Consumable Fuels	11.2%
Media	9.7%
Diversified Telecommunication Services	6.2%
Consumer Finance	5.0%
Health Care Providers & Services	4.8%
Commercial Services & Supplies	4.7%
Gas Utilities	4.3%
Hotels, Restaurants & Leisure	3.9%
Commercial Banks	3.2%
Chemicals	3.2%
Other Industries	43.8%
	100.0%

Top Holdings†††

Fidelity Institutional Money Market Fund —Institutional Class	1.7%
DISH DBS Corp., 7.88%, 09/01/19	1.7%
Ally Financial, Inc., 8.00%, 03/15/20	1.4%
Sabine Pass Liquefaction LLC, 5.63%, 02/01/21	1.2%
International Lease Finance Corp., 7.13%, 09/01/18	1.2%
CCO Holdings LLC/CCO Holdings Capital Corp., 8.13%, 04/30/20	1.0%
Midstates Petroleum Co., Inc./Midstates Petroleum Co. LLC, 10.75%, 10/01/20	0.9%
ExamWorks Group, Inc., 9.00%, 07/15/19	0.8%
ConvaTec Healthcare E SA, 10.50%, 12/15/18	0.8%
Sprint Nextel Corp., 8.38%, 08/15/17	0.8%
Other Holdings	88.5%
	100.0%

† Percentages indicated are based upon net assets as of October 31, 2013.

†† Amount rounds to less than 0.1%.

††† Percentages indicated are based upon total investments as of October 31, 2013.

169

Fund Overview (con’t.) Nationwide High Yield Bond Fund

Top Countries†††

United States	82.1%
Luxembourg	4.9%
United Kingdom	2.6%
Netherlands	1.9%
Canada	1.6%
Ireland	1.6%
France	0.9%
Cayman Islands	0.8%
Marshall Islands	0.8%
Mexico	0.8%
Other Countries	2.0%
	100.0%

††† Percentages indicated are based upon total investments as of October 31, 2013.

170

Fund Performance Nationwide High Yield Bond Fund

Average Annual Total Return

(For periods ended October 31, 2013)		Period Ended October 31, 2013*		1 Yr.			5 Yr.		10 Yr.
Class A1	w/o SC2		4.98%		7.80%			14.75%		7.34%
	w/ SC3		0.56%		3.03%			13.68%		6.84%
Class C1	w/o SC2		4.95%		7.47%			14.24%		6.83%
	w/ SC4		4.20%		6.72%			14.24%		6.83%
Institutional Service Class5			5.11%		8.16%	6,7		–		–
Institutional Class1,5,8			5.04%		8.24%			15.05%		7.61%

*For the period from June 30, 2013 through October 31, 2013. Not annualized.

Expense Ratios

	Gross Ratio*	Expense Ratio*
Class A	1.38%		1.07%
Class C	1.81%		1.50%
Institutional Service Class	1.25%		0.94%
Institutional Class	1.06%		0.75%

*Current effective prospectus dated October 28, 2013. The difference between gross and net operating expenses reflects contractual waivers in place through February 28, 2015. Please see the Fund’s most recent prospectus for details.

All figures showing the effect of a sales charge (SC) reflect the maximum charge possible, because it has the most significant effect on performance data.

¹  Total returns prior to the Fund’s inception on November 19, 2012 are based on the performance of the Fund’s predecessor fund.

²  These returns do not reflect the effects of SC.

³  A 4.25% front-end sales charge was deducted.

⁴  A 0.75% contingent deferred sales charge was deducted from the one year return because it is charged when you sell Class C shares within the first year after purchase.

⁵  Not subject to any SCs.

⁶  Since inception date of November 21, 2012.

⁷  Not annualized.

⁸  Effective November 19, 2012, Class Y Shares were renamed Institutional Class Shares.

171

Fund Performance (con’t.) Nationwide High Yield Bond Fund

Performance of a $10,000 Investment

Investment return and principal value will fluctuate, and when redeemed, shares may be worth more or less than original cost. Past performance is no guarantee of future results and does not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares. Investing in mutual funds involves market risk, including loss of principal. Performance returns assume the reinvestment of all distributions. The initial $10,000 investment has been reduced by the maximum sales charge imposed on the purchase of shares.

Comparative performance of $10,000 invested in Class A shares of the Nationwide Fund versus the BofAML US High Yield Cash Pay Constrained Index, and the Consumer Price Index (CPI) over the 10-year period ended 10/31/13. Unlike the Fund, the returns for these unmanaged indexes do not reflect any fees, expense, or sales charges. Investors cannot invest directly in market indexes. A description of the benchmarks can be found on the Market Index Definitions page at the back of this book.

172

Shareholder Expense Example Nationwide High Yield Bond Fund

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, including sales charges (loads) paid on purchase payments and redemption fees; and (2) ongoing costs, including investment advisory fees, administration fees, distribution fees and other Fund expenses. The examples below are intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds. Per Securities and Exchange Commission (“SEC”) requirements, the examples assume that you had a $1,000 investment in the Class at the beginning of the reporting period (May 1, 2013) and continued to hold your shares at the end of the reporting period (October 31, 2013).

Actual Expenses

For each Class of the Fund in the table below, the first line provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid from May 1, 2013 through October 31, 2013. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line of each Class under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.

Hypothetical Expenses for Comparison Purposes

The second line of each Class in the table below provides information about hypothetical account values and hypothetical expenses based on the Class’ actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Class’ actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period from May 1, 2013 through October 31, 2013. You may use this information to compare the ongoing costs of investing in the Class of the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transaction costs, such as sales charges (loads) or redemption fees. If these transaction costs were included, your costs would have been higher. Therefore, the second line for each Class in the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. The examples also assume all dividends and distributions are reinvested.

Schedule of Shareholder Expenses

Expense Analysis of a $1,000 Investment

Nationwide High Yield Bond Fund October 31, 2013			Beginning Account Value ($) 05/01/13	Ending Account Value ($) 10/31/13	Expenses Paid During Period ($) 05/01/13 - 10/31/13	Expense Ratio During Period (%) 05/01/13 - 10/31/13
Class A Shares	Actual	a	1,000.00	1,014.30	5.13	1.01
	Hypothetical	a,b	1,000.00	1,020.11	5.14	1.01
Class C Shares	Actual	a	1,000.00	1,011.70	7.61	1.50
	Hypothetical	a,b	1,000.00	1,017.64	7.63	1.50
Institutional Service Class Shares	Actual	a	1,000.00	1,014.20	5.08	1.00
	Hypothetical	a,b	1,000.00	1,020.16	5.09	1.00
Institutional Class Shares	Actual	a	1,000.00	1,015.50	3.81	0.75
	Hypothetical	a,b	1,000.00	1,021.42	3.82	0.75

a Expenses are equal to the Fund’s annualized expense ratio multiplied by the average account value from May 1, 2013 through October 31, 2013 multiplied to reflect one-half year period. The expense ratio presented represents a six-month, annualized ratio in accordance with Securities and Exchange Commission guidelines.

b Represents the hypothetical 5% return before expenses.

173

Statement of Investments

October 31, 2013

Nationwide High Yield Bond Fund

Commercial Mortgage Backed Security 0.2%
	Principal Amount		Market Value
Wachovia Bank Commercial Mortgage Trust, Series 2007-C33, Class AM 5.92%, 02/15/51 (a)	$	100,000	$	111,710
Total Commercial Mortgage Backed Security (cost $79,061)				111,710
Corporate Bonds 96.8%
Aerospace & Defense 0.4%
B/E Aerospace, Inc., 6.88%, 10/01/20		100,000		110,375
TransDigm, Inc., 7.75%, 12/15/18		100,000		107,250
				217,625
Airlines 0.3%
Continental Airlines Pass Through Certificates, Series 2012-3, Class C, 6.13%, 04/29/18		175,000		181,125
Auto Components 2.5%
American Axle & Manufacturing, Inc., 6.63%, 10/15/22		300,000		316,500
Goodyear Tire & Rubber Co. (The)
8.25%, 08/15/20		150,000		169,500
6.50%, 03/01/21		100,000		106,000
Lear Corp., 4.75%, 01/15/23 (b)		175,000		168,000
Schaeffler Holding Finance BV, 7.63%, 08/15/18 (b)(c)		400,000		426,347
Tenneco, Inc., 7.75%, 08/15/18		175,000		189,438
				1,375,785
Automobiles 0.8%
Chrysler Group LLC/CG Co-Issuer, Inc.
8.00%, 06/15/19		205,000		227,037
8.25%, 06/15/21		200,000		226,750
				453,787
Building Products 1.4%
Builders FirstSource, Inc., 7.63%, 06/01/21 (b)		125,000		130,000
Building Materials Corp. of America, 6.75%, 05/01/21 (b)		175,000		189,000
Ply Gem Industries, Inc., 8.25%, 02/15/18		135,000		144,450
USG Corp., 5.88%, 11/01/21 (b)		275,000		279,812
				743,262

Corporate Bonds (continued)
	Principal Amount		Market Value
Chemicals 3.2%
Axiall Corp., 4.88%, 05/15/23 (b)	$	150,000	$	144,000
Basell Finance Co. BV, 8.10%, 03/15/27 (b)		290,000		373,738
Celanese US Holdings LLC, 5.88%, 06/15/21		120,000		128,550
Eagle Spinco, Inc., 4.63%, 02/15/21 (b)		150,000		145,500
Hexion US Finance Corp./Hexion Nova Scotia Finance ULC, 8.88%, 02/01/18		225,000		231,188
INEOS Group Holdings SA, 6.13%, 08/15/18 (b)		200,000		202,250
NOVA Chemicals Corp., 5.25%, 08/01/23 (b)		125,000		126,843
PetroLogistics LP/PetroLogistics Finance Corp., 6.25%, 04/01/20 (b)		175,000		175,000
SPCM SA, 6.00%, 01/15/22 (b)		200,000		206,756
				1,733,825
Commercial Banks 2.6%
CIT Group, Inc.
5.50%, 02/15/19 (b)		360,000		388,800
5.00%, 08/15/22		150,000		151,875
HBOS PLC, 6.75%, 05/21/18 (b)		225,000		253,533
Lloyds Banking Group PLC, 6.41%, 10/01/35 (b)(d)		375,000		352,500
RBS Capital Trust II, 6.43%, 01/03/34 (d)		150,000		139,500
Zions Bancorporation, 5.50%, 11/16/15		140,000		145,950
				1,432,158
Commercial Services & Supplies 4.7%
ADT Corp. (The), 6.25%, 10/15/21 (b)		150,000		156,000
Algeco Scotsman Global Finance PLC, 10.75%, 10/15/19 (b)		250,000		260,000
Ceridian Corp., 11.25%, 11/15/15		180,000		180,900
Clean Harbors, Inc., 5.25%, 08/01/20		75,000		77,156
ExamWorks Group, Inc., 9.00%, 07/15/19		425,000		461,125
FTI Consulting, Inc., 6.75%, 10/01/20		100,000		107,000
Mustang Merger Corp., 8.50%, 08/15/21 (b)		275,000		282,562
Premier Graphics, Inc., 11.50%, 12/01/05* (e)(f)		4,250,000		0

174

Statement of Investments (Continued)

October 31, 2013

Nationwide High Yield Bond Fund (Continued)

Corporate Bonds (continued)
	Principal Amount		Market Value
Commercial Services & Supplies (continued)
RR Donnelley & Sons Co., 7.88%, 03/15/21	$	100,000	$	111,250
ServiceMaster Co.
8.00%, 02/15/20		155,000		158,875
7.00%, 08/15/20		225,000		221,063
TMS International Corp., 7.63%, 10/15/21 (b)		275,000		286,000
Valassis Communications, Inc., 6.63%, 02/01/21		275,000		274,313
				2,576,244
Communications Equipment 0.3%
Avaya, Inc., 7.00%, 04/01/19 (b)		150,000		143,250
Computers & Peripherals 0.1%
Seagate HDD Cayman, 4.75%, 06/01/23 (b)		50,000		48,750
Construction Materials 1.7%
Cemex SAB de CV
5.88%, 03/25/19 (b)		200,000		195,743
7.25%, 01/15/21 (b)		200,000		204,314
Hanson Ltd., 6.13%, 08/15/16		200,000		217,949
Vulcan Materials Co., 7.50%, 06/15/21		300,000		338,250
				956,256
Consumer Finance 5.0%
Ally Financial, Inc.
5.50%, 02/15/17		125,000		135,000
8.00%, 03/15/20		650,000		773,500
8.00%, 11/01/31		135,000		160,987
General Motors Financial Co., Inc., 3.25%, 05/15/18 (b)		50,000		50,000
ILFC E-Capital Trust I, 5.35%, 12/21/65 (a)(b)		195,000		168,188
International Lease Finance Corp., 7.13%, 09/01/18 (b)		575,000		664,125
SLM Corp.
8.45%, 06/15/18		125,000		146,352
5.50%, 01/15/19		125,000		130,015
8.00%, 03/25/20		225,000		257,107
Springleaf Finance Corp., 6.90%, 12/15/17		240,000		259,800
				2,745,074
Containers & Packaging 1.3%
Crown Americas LLC/Crown Americas Capital Corp. IV, 4.50%, 01/15/23 (b)		100,000		93,000

Corporate Bonds (continued)
	Principal Amount		Market Value
Containers & Packaging (continued)
Graphic Packaging International, Inc.
7.88%, 10/01/18	$	120,000	$	130,500
4.75%, 04/15/21		125,000		123,281
Sealed Air Corp.
8.38%, 09/15/21 (b)		240,000		274,800
5.25%, 04/01/23 (b)		75,000		73,500
				695,081
Distributors 0.7%
American Builders & Contractors Supply Co., Inc., 5.63%, 04/15/21 (b)		175,000		177,625
LKQ Corp., 4.75%, 05/15/23 (b)		150,000		142,500
Suburban Propane Partners LP/Suburban Energy Finance Corp., 7.50%, 10/01/18		67,000		72,025
				392,150
Diversified Financial Services 1.8%
Icahn Enterprises LP/Icahn Enterprises Finance Corp., 8.00%, 01/15/18		225,000		235,969
Interactive Data Corp., 10.25%, 08/01/18		25,000		27,625
Jefferies Finance LLC/JFIN Co.-Issuer Corp., 7.38%, 04/01/20 (b)		200,000		206,000
MPH Intermediate Holding Co. 2, 9.13%, 08/01/18 (b)(c)		125,000		129,844
SquareTwo Financial Corp., 11.63%, 04/01/17		355,000		376,300
				975,738
Diversified Telecommunication Services 6.1%
CenturyLink, Inc., Series S, 6.45%, 06/15/21		230,000		238,172
CenturyLink, Inc., Series P, 7.60%, 09/15/39		75,000		69,688
Clearwire Communications LLC/Clearwire Finance, Inc.
12.00%, 12/01/15 (b)		155,000		160,812
Embarq Corp., 8.00%, 06/01/36		75,000		76,164
Frontier Communications Corp.
8.50%, 04/15/20		275,000		313,500
9.25%, 07/01/21		100,000		118,000
9.00%, 08/15/31		230,000		238,050
Level 3 Communications, Inc., 11.88%, 02/01/19		190,000		220,400
Level 3 Financing, Inc., 6.13%, 01/15/21 (b)		25,000		25,437

175

Statement of Investments (Continued)

October 31, 2013

Nationwide High Yield Bond Fund (Continued)

Corporate Bonds (continued)
	Principal Amount		Market Value
Diversified Telecommunication Services (continued)
Lynx II Corp., 6.38%, 04/15/23 (b)	$	200,000	$	205,000
PAETEC Holding Corp., 9.88%, 12/01/18		123,000		137,760
Sable International Finance Ltd., 7.75%, 02/15/17 (b)		125,000		132,187
Sprint Capital Corp.
6.90%, 05/01/19		175,000		189,000
8.75%, 03/15/32		175,000		189,438
West Corp., 7.88%, 01/15/19		250,000		270,625
Wind Acquisition Finance SA
11.75%, 07/15/17 (b)		270,000		287,213
7.25%, 02/15/18 (b)		225,000		236,250
Windstream Corp.
7.75%, 10/01/21		150,000		160,500
7.75%, 10/01/21 (b)		100,000		107,000
				3,375,196
Electric Utilities 1.0%
AES Corp. (The)
8.00%, 10/15/17		100,000		117,500
8.00%, 06/01/20		285,000		332,737
FirstEnergy Corp., Series C, 7.38%, 11/15/31		100,000		105,746
				555,983
Electrical Equipment 0.2%
Coleman Cable, Inc., 9.00%, 02/15/18		115,000		122,188
Electronic Equipment, Instruments & Components 0.3%
Flextronics International Ltd., 5.00%, 02/15/23		175,000		174,563
Energy Equipment & Services 1.3%
Hiland Partners LP/Hiland Partners Finance Corp., 7.25%, 10/01/20 (b)		200,000		213,000
Key Energy Services, Inc., 6.75%, 03/01/21		275,000		279,125
SESI LLC, 7.13%, 12/15/21		215,000		238,381
				730,506
Food & Staples Retailing 0.4%
CST Brands, Inc., 5.00%, 05/01/23 (b)		25,000		24,125
Rite Aid Corp., 9.25%, 03/15/20		150,000		173,250
				197,375

Corporate Bonds (continued)
	Principal Amount		Market Value
Food Products 1.5%
Agrokor DD, 8.88%, 02/01/20 (b)	$	300,000	$	325,622
ARAMARK Corp., 5.75%, 03/15/20 (b)		125,000		130,937
FAGE Dairy Industry SA/FAGE USA Dairy Industry, Inc., 9.88%, 02/01/20 (b)		125,000		135,313
Michael Foods, Inc., 9.75%, 07/15/18		220,000		240,625
				832,497
Gas Utilities 4.2%
Atlas Pipeline Partners LP/Atlas Pipeline Finance Corp., 5.88%, 08/01/23 (b)		300,000		294,000
Crestwood Midstream Partners LP/Crestwood Midstream Finance Corp., 6.13%, 03/01/22 (b)		100,000		102,125
Crosstex Energy LP, 8.88%, 02/15/18		280,000		296,800
El Paso Corp., 7.75%, 01/15/32		270,000		278,727
Niska Gas Storage US LLC/Niska Gas Storage Canada ULC, 8.88%, 03/15/18		150,000		157,231
Penn Virginia Resource Partners LP/Penn Virginia Resource Finance Corp. II, 6.50%, 05/15/21 (b)		250,000		256,875
Regency Energy Partners LP/Regency Energy Finance Corp., 6.50%, 07/15/21		250,000		267,500
Sabine Pass Liquefaction LLC, 5.63%, 02/01/21 (b)		675,000		680,062
				2,333,320
Health Care Providers & Services 4.8%
Biomet, Inc., 6.50%, 08/01/20		225,000		239,625
CHS/Community Health Systems, Inc.
5.13%, 08/15/18		125,000		129,844
8.00%, 11/15/19		50,000		54,187
ConvaTec Healthcare E SA, 10.50%, 12/15/18 (b)		400,000		455,000
HCA, Inc.
7.75%, 05/15/21		150,000		164,250
7.50%, 02/15/22		375,000		421,406
5.88%, 03/15/22		100,000		105,750
Health Management Associates, Inc., 7.38%, 01/15/20		125,000		139,375
Hologic, Inc., 6.25%, 08/01/20		50,000		53,000
Multiplan, Inc., 9.88%, 09/01/18 (b)		100,000		110,375

176

Statement of Investments (Continued)

October 31, 2013

Nationwide High Yield Bond Fund (Continued)

Corporate Bonds (continued)
	Principal Amount		Market Value
Health Care Providers & Services (continued)
Omnicare, Inc., 7.75%, 06/01/20	$	42,000	$	46,568
Tenet Healthcare Corp.
8.00%, 08/01/20		160,000		174,400
6.00%, 10/01/20 (b)		75,000		79,500
4.38%, 10/01/21 (b)		175,000		168,000
6.88%, 11/15/31		75,000		64,875
United Surgical Partners International, Inc., 9.00%, 04/01/20		200,000		224,500
				2,630,655
Hotels, Restaurants & Leisure 3.9%
Caesars Entertainment Operating Co., Inc.
11.25%, 06/01/17		100,000		100,000
10.00%, 12/15/18		205,000		103,012
8.00%, 10/01/20 (b)		75,000		75,375
CityCenter Holdings LLC/CityCenter Finance Corp., 10.75%, 01/15/17 (c)		156,675		167,838
Diamond Resorts Corp., 12.00%, 08/15/18		365,000		405,150
Felcor Lodging LP, 6.75%, 06/01/19		165,000		176,137
GLP Capital LP/GLP Financing II, Inc., 4.88%, 11/01/20 (b)		125,000		125,625
MGM Resorts International, 10.00%, 11/01/16		315,000		381,938
Royal Caribbean Cruises Ltd., 5.25%, 11/15/22		150,000		150,750
Shingle Springs Tribal Gaming Authority, 9.75%, 09/01/21 (b)		175,000		182,000
Speedway Motorsports, Inc., 6.75%, 02/01/19		75,000		79,688
Sugarhouse HSP Gaming Prop Mezz LP/Sugarhouse HSP Gaming Finance Corp., 6.38%, 06/01/21 (b)		150,000		144,000
Tunica-Biloxi Gaming Authority, 9.00%, 11/15/15 (b)		65,000		58,988
				2,150,501
Household Durables 1.6%
DR Horton, Inc., 4.38%, 09/15/22		200,000		188,500
K Hovnanian Enterprises, Inc., 7.25%, 10/15/20 (b)		125,000		132,812
KB Home, 7.25%, 06/15/18		150,000		163,500
Standard Pacific Corp.
10.75%, 09/15/16		115,000		138,863
8.38%, 01/15/21		150,000		171,375
Toll Brothers Finance Corp., 8.91%, 10/15/17		80,000		96,600
				891,650

Corporate Bonds (continued)
	Principal Amount		Market Value
Household Products 0.6%
Reynolds Group Issuer, Inc./Reynolds Group Issuer LLC, 9.88%, 08/15/19	$	150,000	$	165,750
Spectrum Brands Escrow Corp.
6.38%, 11/15/20 (b)		100,000		106,250
6.63%, 11/15/22 (b)		75,000		80,063
				352,063
Industrial Conglomerates 0.3%
Bombardier, Inc., 7.75%, 03/15/20 (b)		150,000		172,875
Information Technology Services 1.7%
First Data Corp.
11.25%, 03/31/16		332,000		332,830
12.63%, 01/15/21		275,000		316,938
10.63%, 06/15/21 (b)		250,000		268,750
				918,518
Insurance 1.3%
AIG Life Holdings, Inc., 7.57%, 12/01/45 (b)		195,000		224,737
AXA SA, 6.38%, 12/14/36 (b)(d)		275,000		270,705
Liberty Mutual Group, Inc., 10.75%, 06/15/88 (a)(b)		90,000		136,800
XL Group PLC, Series E, 6.50%, 04/15/17 (d)		75,000		73,500
				705,742
Internet Software & Services 0.7%
Equinix, Inc.
7.00%, 07/15/21		150,000		163,875
5.38%, 04/01/23		250,000		248,125
				412,000
Leisure Equipment & Products 0.1%
Brunswick Corp., 4.63%, 05/15/21 (b)		75,000		71,625
Machinery 1.4%
Case New Holland, Inc., 7.88%, 12/01/17		225,000		266,062
Huntington Ingalls Industries, Inc., 7.13%, 03/15/21		100,000		108,250
Manitowoc Co., Inc. (The), 8.50%, 11/01/20		150,000		169,500
Severstal Columbus LLC, 10.25%, 02/15/18		200,000		211,500
				755,312

177

Statement of Investments (Continued)

October 31, 2013

Nationwide High Yield Bond Fund (Continued)

Corporate Bonds (continued)
	Principal Amount		Market Value
Marine 1.0%
Navios Maritime Acquisition Corp./Navios Acquisition Finance US, Inc.
8.63%, 11/01/17	$	225,000	$	236,250
8.13%, 11/15/21 (b)		125,000		125,084
Navios Maritime Holdings, Inc./Navios Maritime Finance US Inc, 8.88%, 11/01/17		160,000		167,600
				528,934
Media 9.7%
CCO Holdings LLC/CCO Holdings Capital Corp.
8.13%, 04/30/20		475,000		520,125
6.50%, 04/30/21		100,000		104,250
6.63%, 01/31/22		125,000		129,375
Cequel Communications Holdings I LLC/Cequel Capital Corp., 5.13%, 12/15/21 (b)		125,000		120,937
Cinemark USA, Inc., 4.88%, 06/01/23		150,000		143,250
Clear Channel Communications, Inc.
9.00%, 12/15/19		100,000		101,500
14.00%, 02/01/21 (b)(c)		190,422		171,380
Cogeco Cable, Inc., 4.88%, 05/01/20 (b)		150,000		147,120
CSC Holdings LLC, 8.63%, 02/15/19		100,000		118,000
DISH DBS Corp., 7.88%, 09/01/19		775,000		901,906
Gannett Co., Inc.
5.13%, 07/15/20 (b)		50,000		50,938
6.38%, 10/15/23 (b)		100,000		105,000
Intelsat Jackson Holdings SA
7.25%, 10/15/20		375,000		407,344
5.50%, 08/01/23 (b)		125,000		120,937
Intelsat Luxembourg SA
6.75%, 06/01/18 (b)		50,000		52,875
7.75%, 06/01/21 (b)		125,000		131,875
McClatchy Co. (The), 9.00%, 12/15/22		300,000		325,125
Nara Cable Funding Ltd., 8.88%, 12/01/18 (b)		400,000		432,000
Nielsen Finance LLC/Nielsen Finance Co., 7.75%, 10/15/18		135,000		146,813
Ono Finance II PLC, 10.88%, 07/15/19 (b)		150,000		162,750
Sirius XM Radio, Inc.
4.25%, 05/15/20 (b)		75,000		71,812
5.75%, 08/01/21 (b)		75,000		76,688
4.63%, 05/15/23 (b)		100,000		92,000
Unitymedia Hessen GmbH & Co. KG/Unitymedia NRW GmbH, 5.50%, 01/15/23 (b)		275,000		266,750

Corporate Bonds (continued)
	Principal Amount		Market Value
Media (continued)
WideOpenWest Finance LLC/WideOpenWest Capital Corp., 10.25%, 07/15/19	$	250,000	$	276,875
WMG Acquisition Corp., 6.00%, 01/15/21 (b)		135,000		141,750
				5,319,375
Metals & Mining 2.0%
ArcelorMittal, 6.75%, 02/25/22		200,000		217,534
Arch Coal, Inc., 9.88%, 06/15/19		175,000		149,625
Commercial Metals Co., 4.88%, 05/15/23		150,000		141,000
FMG Resources August 2006 Pty Ltd., 8.25%, 11/01/19 (b)		150,000		166,312
Hecla Mining Co., 6.88%, 05/01/21 (b)		250,000		246,875
Inmet Mining Corp., 8.75%, 06/01/20 (b)		100,000		110,250
Murray Energy Corp., 8.63%, 06/15/21 (b)		75,000		79,500
				1,111,096
Multi-Utilities & Unregulated Power 1.1%
Calpine Corp.
7.88%, 07/31/20 (b)		180,000		196,650
6.00%, 01/15/22 (b)		125,000		129,687
NRG Energy, Inc., 8.25%, 09/01/20		275,000		306,625
				632,962
Office Electronics 0.4%
CDW LLC/CDW Finance Corp., 8.50%, 04/01/19		175,000		193,812
Oil, Gas & Consumable Fuels 11.1%
Alta Mesa Holdings LP/Alta Mesa Finance Services Corp., 9.63%, 10/15/18		240,000		255,300
Antero Resources Finance Corp.
6.00%, 12/01/20		325,000		342,062
5.38%, 11/01/21 (b)		100,000		101,500
BreitBurn Energy Partners LP/BreitBurn Finance Corp., 7.88%, 04/15/22		275,000		276,375
Chesapeake Energy Corp.
9.50%, 02/15/15		105,000		115,369
6.63%, 08/15/20		125,000		140,937
Chesapeake Oilfield Operating LLC/Chesapeake Oilfield Finance, Inc., 6.63%, 11/15/19		275,000		288,062

178

Statement of Investments (Continued)

October 31, 2013

Nationwide High Yield Bond Fund (Continued)

Corporate Bonds (continued)
	Principal Amount		Market Value
Oil, Gas & Consumable Fuels (continued)
Continental Resources, Inc.
5.00%, 09/15/22	$	200,000	$	208,000
4.50%, 04/15/23		200,000		201,500
CVR Refining LLC/Coffeyville Finance, Inc., 6.50%, 11/01/22		125,000		125,625
EP Energy LLC/EP Energy Finance, Inc., 9.38%, 05/01/20		275,000		317,625
EPE Holdings LLC/EP Energy Bond Co., Inc., 8.87%, 12/15/17 (b)(c)		34,289		35,875
Forest Oil Corp., 7.25%, 06/15/19		260,000		262,600
Hilcorp Energy I LP/Hilcorp Finance Co.
8.00%, 02/15/20 (b)		85,000		92,119
7.63%, 04/15/21 (b)		150,000		162,375
Kodiak Oil & Gas Corp., 5.50%, 02/01/22 (b)		125,000		126,250
Legacy Reserves LP/Legacy Reserves Finance Corp., 6.63%, 12/01/21 (b)		100,000		94,500
Linn Energy LLC/Linn Energy Finance Corp.
8.63%, 04/15/20		135,000		143,606
7.75%, 02/01/21		240,000		247,200
Memorial Production Partners LP/Memorial Production Finance Corp.
7.63%, 05/01/21		175,000		177,625
7.63%, 05/01/21 (b)		100,000		101,500
Midstates Petroleum Co., Inc./Midstates Petroleum Co. LLC, 10.75%, 10/01/20		450,000		483,750
Oasis Petroleum, Inc., 6.88%, 03/15/22 (b)		250,000		270,000
Offshore Group Investment Ltd., 7.50%, 11/01/19		250,000		271,323
Pacific Drilling SA, 5.38%, 06/01/20 (b)		425,000		425,146
PetroBakken Energy Ltd., 8.63%, 02/01/20 (b)		225,000		225,180
Quicksilver Resources, Inc.
7.13%, 04/01/16		225,000		213,187
9.13%, 08/15/19		75,000		72,938
Samson Investment Co., 10.25%, 02/15/20 (b)		125,000		134,688
SandRidge Energy, Inc., 8.75%, 01/15/20		110,000		119,350
Swift Energy Co., 7.88%, 03/01/22		75,000		75,188
				6,106,755
Paper & Forest Products 1.7%
Boise Cascade Co., 6.38%, 11/01/20		150,000		156,750

Corporate Bonds (continued)
	Principal Amount		Market Value
Paper & Forest Products (continued)
Clearwater Paper Corp.
7.13%, 11/01/18	$	125,000	$	134,375
4.50%, 02/01/23		25,000		23,062
Masco Corp., 7.13%, 03/15/20		150,000		170,625
Mercer International, Inc., 9.50%, 12/01/17		205,000		222,425
Smurfit Kappa Acquisitions, 4.88%, 09/15/18 (b)		200,000		202,686
				909,923
Personal Products 0.4%
Revlon Consumer Products Corp., 5.75%, 02/15/21 (b)		250,000		245,000
Pharmaceuticals 1.6%
Capsugel SA, 7.00%, 05/15/19 (b)(c)		125,000		125,938
Endo Health Solutions, Inc., 7.25%, 01/15/22		100,000		106,624
Par Pharmaceutical Cos., Inc., 7.38%, 10/15/20		75,000		79,125
Pinnacle Merger Sub, Inc., 9.50%, 10/01/23 (b)		150,000		158,625
Valeant Pharmaceuticals International, 7.00%, 10/01/20 (b)		295,000		317,125
VPI Escrow Corp., 6.38%, 10/15/20 (b)		75,000		79,875
				867,312
Real Estate Investment Trusts (REITs) 0.1%
Geo Group, Inc. (The), 5.13%, 04/01/23		75,000		70,500
Real Estate Management & Development 0.6%
CBRE Services, Inc., 5.00%, 03/15/23		175,000		169,750
Realogy Group LLC, 7.88%, 02/15/19 (b)		150,000		164,625
				334,375
Road & Rail 0.6%
Avis Budget Car Rental LLC/Avis Budget Finance, Inc., 5.50%, 04/01/23		100,000		96,625
CHC Helicopter SA, 9.25%, 10/15/20		125,000		135,150
Hertz Corp. (The), 5.88%, 10/15/20		100,000		105,000
				336,775

179

Statement of Investments (Continued)

October 31, 2013

Nationwide High Yield Bond Fund (Continued)

Corporate Bonds (continued)
	Principal Amount		Market Value
Semiconductors & Semiconductor Equipment 0.7%
Freescale Semiconductor, Inc., 10.75%, 08/01/20	$	151,000	$	171,008
NXP BV/NXP Funding LLC, 5.75%, 02/15/21 (b)		200,000		206,750
				377,758
Software 2.4%
Activision Blizzard, Inc., 5.63%, 09/15/21 (b)		75,000		77,437
BMC Software Finance, Inc., 8.13%, 07/15/21 (b)		125,000		131,875
Epicor Software Corp., 8.63%, 05/01/19		200,000		217,000
Healthcare Technology Intermediate, Inc., 8.12%, 09/01/18 (b)(c)		150,000		156,000
IMS Health, Inc., 6.00%, 11/01/20 (b)		125,000		130,625
Infor US, Inc.
11.50%, 07/15/18		75,000		87,000
9.38%, 04/01/19		175,000		197,750
MedAssets, Inc., 8.00%, 11/15/18		300,000		324,750
				1,322,437
Specialty Retail 3.0%
Burlington Coat Factory Warehouse Corp., 10.00%, 02/15/19		275,000		307,312
Burlington Holdings LLC/Burlington Holding Finance, Inc., 9.75%, 02/15/18 (b)(c)		100,000		102,500
Claire’s Stores, Inc.
8.88%, 03/15/19		150,000		163,125
7.75%, 06/01/20 (b)		175,000		173,687
Michaels FinCo Holdings LLC/Michaels FinCo, Inc., 8.25%, 08/01/18 (b)(c)		125,000		128,750
Party City Holdings, Inc., 8.88%, 08/01/20 (b)		175,000		192,063
PC Nextco Holdings LLC/PC Nextco Finance, Inc., 9.50%, 08/15/19 (b)(c)		75,000		77,625
Petco Animal Supplies, Inc., 9.25%, 12/01/18 (b)		195,000		210,113
Petco Holdings, Inc., 8.50%, 10/15/17 (b)(c)		150,000		152,250
rue21, Inc., 9.00%, 10/15/21 (b)		175,000		125,125
				1,632,550
Textiles, Apparel & Luxury Goods 0.3%
William Carter Co. (The), 5.25%, 08/15/21 (b)		150,000		152,250

Corporate Bonds (continued)
	Principal Amount		Market Value
Wireless Telecommunication Services 1.9%
MetroPCS Wireless, Inc., 6.63%, 04/01/23 (b)	$	150,000	$	156,750
Sprint Corp., 7.25%, 09/15/21 (b)		75,000		80,813
Sprint Nextel Corp.
9.13%, 03/01/17		150,000		177,000
8.38%, 08/15/17		390,000		452,400
9.00%, 11/15/18 (b)		135,000		163,687
				1,030,650
Total Corporate Bonds (cost $51,413,102)				53,225,143
Common Stock 0.0%†
	Shares		Market Value
Hotels, Restaurants & Leisure 0.0%†
American Restaurant Group, Inc.* (f)(g)		972		0
Total Common Stock (cost $—)				0
Warrant 0.0%†
	Number of Warrants		Market Value
Aerospace & Defense 0.0%†
Sabreliner Corp., expiring 06/08/18* (f)(g)		8,400		0
Total Warrant (cost $0)				0
Yankee Dollar 0.6%
	Principal Amount		Market Value
Commercial Banks 0.6%
Royal Bank of Scotland Group PLC, 6.13%, 12/15/22		325,000		334,434
Total Yankee Dollar (cost $329,230)				334,434

180

Statement of Investments (Continued)

October 31, 2013

Nationwide High Yield Bond Fund (Continued)

Mutual Fund 1.7%
	Shares		Market Value
Money Market Fund 1.7%
Fidelity Institutional Money Market Fund — Institutional Class, 0.08% (h)		909,730	$	909,730
Total Mutual Fund (cost $909,730)				909,730
Total Investments (cost $52,731,123) (i) — 99.3%				54,581,017
Other assets in excess of liabilities — 0.7%				397,156
NET ASSETS — 100.0%			$	54,978,173

* Denotes a non-income producing security.

(a) Variable Rate Security. The rate reflected in the Statement of Investments is the rate in effect on October 31, 2013. The maturity date represents the actual maturity date.

(b) Rule 144A, Section 4(2), or other security which is restricted as to sale to institutional investors. These securities were deemed liquid pursuant to procedures approved by the Board of Trustees. The aggregate value of these securities at October 31, 2013 was $21,978,195 which represents 39.98% of net assets.

(c) PIK — Payment-in-kind security. Income may be paid in cash or additional notes, at the discretion of the issuer.

(d) Variable Rate and Perpetual Bond Security. The rate reflected in the Statement of Investments is the rate in effect on October 31, 2013. The maturity date reflects the next call date.

(e) Security in default.

(f) Fair valued security.

(g) Illiquid security.

(h) Represents 7-day effective yield as of October 31, 2013.

(i) See notes to financial statements for tax unrealized appreciation/(depreciation) of securities.

† Amount rounds to less than 0.1%.

BV Private Limited Liability Company

GmbH Limited Liability Company

LLC Limited Liability Company

LP Limited Partnership

Ltd. Limited

PLC Public Limited Company

REIT Real Estate Investment Trust

SA Stock Company

SAB de CV Public Traded Company

ULC Unlimited Liability Company

The accompanying notes are an integral part of these financial statements.

181

Statement of Assets and Liabilities

October 31, 2013

	Nationwide High Yield Bond Fund
Assets:
Investments, at value (cost $52,731,123)	$	54,581,017
Interest and dividends receivable		962,760
Receivable for investments sold		698,357
Receivable for capital shares issued		5,689
Receivable for investment advisory fees		6,880
Prepaid expenses		50,656
Total Assets		56,305,359
Liabilities:
Payable for investments purchased		1,141,896
Distributions payable		40,082
Payable for capital shares redeemed		57,192
Accrued expenses and other payables:
Fund administration fees		12,421
Distribution fees		10,349
Administrative servicing fees		10,675
Accounting and transfer agent fees		16,604
Trustee fees		166
Custodian fees		362
Compliance program costs (Note 3)		23
Professional fees		24,342
Printing fees		13,028
Other		46
Total Liabilities		1,327,186
Net Assets	$	54,978,173
Represented by:
Capital	$	90,526,675
Accumulated distributions in excess of net investment income		(231	)
Accumulated net realized losses from investment transactions		(37,398,165	)
Net unrealized appreciation/(depreciation) from investments		1,849,894
Net Assets	$	54,978,173
Net Assets:
Class A Shares	$	26,581,284
Class C Shares		7,610,065
Institutional Service Class Shares		92,615
Institutional Class Shares		20,694,209
Total	$	54,978,173
Shares Outstanding (unlimited number of shares authorized):
Class A Shares		4,206,319
Class C Shares		1,197,047
Institutional Service Class Shares		14,547
Institutional Class Shares		3,254,411
Total		8,672,324

182

Statement of Assets and Liabilities (Continued)

October 31, 2013

	Nationwide High Yield Bond Fund
Net asset value and redemption price per share (Net assets by class divided by shares outstanding by class, respectively):
Class A Shares (a)	$	6.32
Class C Shares (b)	$	6.36
Institutional Service Class Shares	$	6.37
Institutional Class Shares	$	6.36
Maximum offering price per share (100%/(100%-maximum sales charge) of net asset value adjusted to the nearest cent):
Class A Shares	$	6.60
Maximum Sales Charge:
Class A Shares		4.25	%

(a) For Class A Shares, the redemption price per share is reduced by 0.75% on sales of shares of original purchases of  $1,000,000 or more or that were not subject to a front-end sales charge made within 18 months of the purchase date.

(b) For Class C Shares, the redemption price per share is reduced by 0.75% for shares held less than one year.

The accompanying notes are an integral part of these financial statements.

183

Statements of Operations

	Nationwide High Yield Bond Fund
	Period Ended October 31, 2013 (a)			Year Ended June 30, 2013
INVESTMENT INCOME:
Interest income	$	1,262,593		$	5,046,594
Dividend income		394			4,458
Total Income		1,262,987			5,051,052
EXPENSES:
Investment advisory fees		101,065			396,939
Fund administration fees		43,243			106,486
Distribution fees Class A		22,504			75,458
Distribution fees Class C		18,774			43,621
Administrative servicing fees Class A		900			12,970
Administrative servicing fees Institutional Service Class		76			91	(b)
Registration and filing fees		4,198			36,886
Professional fees		39,773			77,660
Printing fees		20,161			31,920
Trustee fees		593			10,017
Custodian fees		1,041			11,244
Accounting and transfer agent fees		34,664			61,275
Compliance program costs (Note 3)		40			197
Other		555			13,234
Total expenses before earnings credit and expenses reimbursed		287,587			877,998
Earnings credit (Note 5)		(38	)		(167	)
Expenses reimbursed by adviser (Note 3)		(107,599	)		(164,827	)
Net Expenses		179,950			713,004
NET INVESTMENT INCOME		1,083,037			4,338,048
REALIZED/UNREALIZED GAINS (LOSSES) FROM INVESTMENTS:
Net realized gains from investment transactions		686,093			2,577,563
Net realized losses from futures transactions (Note 2)		–			(37,125	)
Net realized losses from forward and foreign currency transactions (Note 2)		–			(2,728	)
Net realized gains from investment, futures, forward and foreign currency transactions		686,093			2,537,710
Net change in unrealized appreciation/(depreciation) from investments		905,452			(1,146,507	)
Net change in unrealized appreciation/(depreciation) from futures contracts (Note 2)		–			5,948
Net change in unrealized appreciation/(depreciation) from forward foreign currency contracts (Note 2)		–			5,181
Net change in unrealized appreciation/(depreciation) from translation of assets and liabilities denominated in foreign currencies		–			(4,274	)
Net change in unrealized appreciation/(depreciation) from investments, futures contracts, forward foreign currency contracts, and translation of assets and liabilities denominated in foreign currencies		905,452			(1,139,652	)
Net realized/unrealized gains from investments, futures, forward and foreign currency transactions, and translation of assets and liabilities denominated in foreign currencies		1,591,545			1,398,058
CHANGE IN NET ASSETS RESULTING FROM OPERATIONS	$	2,674,582		$	5,736,106

(a) For the period from July 1, 2013 through October 31, 2013.

(b) For the period from November 23, 2013 (commencement of operations) through June 30, 2013.

The accompanying notes are an integral part of these financial statements.

184

Statements of Changes in Net Assets

	Nationwide High Yield Bond Fund
	Period Ended October 31, 2013 (a)			Year Ended June 30, 2013			Year Ended June 30, 2012
Operations:
Net investment income	$	1,083,037		$	4,338,048		$	5,962,231
Net realized gains from investment transactions		686,093			2,537,710			1,318,901
Net change in unrealized appreciation/(depreciation) from investments in non-affiliates		905,452			(1,139,652	)		(3,466,296	)
Change in net assets resulting from operations		2,674,582			5,736,106			3,814,836
Distributions to Shareholders From:
Net investment income:
Class A		(529,882	)		(2,013,066	)		(2,712,135	)
Class B (b)		–			–			(21,282	)
Class C		(134,069	)		(449,046	)		(518,408	)
Institutional Service Class		(1,768	)		(2,858	)(c)		–
Institutional Class		(416,674	)		(2,351,236	)		(2,700,744	)
Change in net assets from shareholder distributions		(1,082,393	)		(4,816,206	)		(5,952,569	)
Change in net assets from capital transactions		(4,063,818	)		(24,259,733	)		(12,572,141	)
Change in net assets		(2,471,629	)		(23,339,833	)		(14,709,874	)
Net Assets:
Beginning of period		57,449,802			80,789,635			95,499,509
End of period	$	54,978,173		$	57,449,802		$	80,789,635
Accumulated undistributed (distributions in excess of) net investment income at end of period	$	(231	)	$	(875	)	$	491,613
CAPITAL TRANSACTIONS:
Class A Shares
Proceeds from shares issued	$	579,911		$	2,056,869		$	2,582,821
Proceeds from shares issued from class conversion		–			–			546,438
Dividends reinvested		377,955			1,236,310			1,315,628
Cost of shares redeemed		(2,164,072	)		(13,013,005	)		(8,235,923	)
Total Class A Shares		(1,206,206	)		(9,719,826	)		(3,791,036	)
Class B Shares (b)
Proceeds from shares issued		–			–			–
Proceeds from shares issued from class conversion		–			–			(546,438	)
Dividends reinvested		–			–			7,658
Cost of shares redeemed		–			–			(43,194	)
Total Class B Shares		–			–			(581,974	)
Class C Shares
Proceeds from shares issued		228,950			406,218			840,848
Dividends reinvested		100,934			288,353			294,475
Cost of shares redeemed		(304,732	)		(1,309,701	)		(2,250,534	)
Total Class C Shares		25,152			(615,130	)		(1,115,211	)

(a) For the period from July 1, 2013 through October 31, 2013.

(b) Effective March 1, 2012, Class B Shares were converted to Class A Shares.

(c) For the period from November 23, 2012 (commencement of operations) through June 30, 2013.

185

Statements of Changes in Net Assets (Continued)

	Nationwide High Yield Bond Fund
	Period Ended October 31, 2013 (a)			Year Ended June 30, 2013			Year Ended June 30, 2012
CAPITAL TRANSACTIONS: (continued)
Institutional Service Class Shares
Proceeds from shares issued	$	–		$	87,290	(c)	$	–
Dividends reinvested		1,768			2,858	(c)		–
Cost of shares redeemed		–			–	(c)		–
Total Institutional Service Class Shares		1,768			90,148	(c)		–
Institutional Class Shares
Proceeds from shares issued		351,803			2,902,346			3,886,148
Dividends reinvested		316,053			2,146,515			2,624,945
Cost of shares redeemed		(3,552,388	)		(19,063,786	)		(13,595,013	)
Total Institutional Class Shares		(2,884,532	)		(14,014,925	)		(7,083,920	)
Change in net assets from capital transactions	$	(4,063,818	)	$	(24,259,733	)	$	(12,572,141	)
SHARE TRANSACTIONS:
Class A Shares
Issued		94,042			324,602			427,926
Issued in class conversion		–			–			90,305
Reinvested		60,721			197,608			220,750
Redeemed		(349,676	)		(2,086,301	)		(1,363,547	)
Total Class A Shares		(194,913	)		(1,564,091	)		(624,566	)
Class B Shares (b)
Issued		–			–			–
Issued in class conversion		–			–			(90,220	)
Reinvested		–			–			1,296
Redeemed		–			–			(7,150	)
Total Class B Shares		–			–			(96,074	)
Class C Shares
Issued		36,646			63,856			142,407
Reinvested		16,110			45,842			49,324
Redeemed		(48,886	)		(208,596	)		(371,775	)
Total Class C Shares		3,870			(98,898	)		(180,044	)
Institutional Service Class Shares
Issued		–			13,815	(c)		–
Reinvested		282			450	(c)		–
Redeemed		–			–	(c)		–
Total Institutional Service Class Shares		282			14,265	(c)		–
Institutional Class Shares
Issued		55,743			460,481			647,255
Reinvested		50,506			341,196			436,450
Redeemed		(573,475	)		(3,039,682	)		(2,257,023	)
Total Institutional Class Shares		(467,226	)		(2,238,005	)		(1,173,318	)
Total change in shares		(657,987	)		(3,886,729	)		(2,074,002	)

Amounts designated as “–” are zero or have been rounded to zero.

(a) For the period from July 1, 2013 through October 31, 2013.

(b) Effective March 1, 2012, Class B Shares were converted to Class A Shares.

(c) For the period from November 23, 2012 (commencement of operations) through June 30, 2013.

The accompanying notes are an integral part of these financial statements.

186

Financial Highlights

Selected data for each share of capital outstanding throughout the periods indicated

Nationwide High Yield Bond Fund

			Operations								Distributions													Ratios/Supplemental Data
	Net Asset Value, Beginning of Period		Net Investment Income		Net Realized and Unrealized Gains (Losses) from Investments			Total from Operations			Net Investment Income			Total Distributions			Redemption Fees		Net Asset Value, End of Period		Total Return (a)(b)(c)			Net Assets at End of Period		Ratio of Expenses to Average Net Assets (d)		Ratio of Net Investment Income to Average Net Assets (d)		Ratio of Expenses (Prior to Reimbursements) to Average Net Assets (d)(e)		Portfolio Turnover (f)
Class A Shares
Period Ended October 31, 2013 (g)(h)	$	6.14		0.12		0.18			0.30			(0.12	)		(0.12	)		–	$	6.32		4.98%		$	26,581,284		1.01%		5.89%		1.60%		22.92%
Year Ended June 30, 2013 (g)	$	6.09		0.39		0.08			0.47			(0.42	)		(0.42	)		–	$	6.14		7.82%		$	27,010,702		1.13%		6.15%		1.38%		56.76%
Year Ended June 30, 2012 (g)	$	6.22		0.42		(0.13	)		0.29			(0.42	)		(0.42	)		–	$	6.09		5.06%		$	36,305,809		1.20%		6.98%		1.33%		50.00%
Year Ended June 30, 2011 (g)	$	5.89		0.48		0.34			0.82			(0.49	)		(0.49	)		–	$	6.22		14.30%		$	40,987,009		1.20%		7.73%		1.37%		55.00%
Year Ended June 30, 2010 (g)	$	5.16		0.57		0.71			1.28			(0.55	)		(0.55	)		–	$	5.89		25.49%		$	36,333,534		1.20%		9.80%		1.38%		61.00%
Year Ended June 30, 2009 (g)	$	6.19		0.50		(1.00	)		(0.50	)		(0.53	)		(0.53	)		–	$	5.16		(7.12%	)	$	39,859,100		1.20%		9.96%		1.33%		92.00%
Class C Shares
Period Ended October 31, 2013 (g)(h)	$	6.17		0.11		0.19			0.30			(0.11	)		(0.11	)		–	$	6.36		4.95%		$	7,610,065		1.50%		5.36%		2.08%		22.92%
Year Ended June 30, 2013 (g)	$	6.09		0.37		0.08			0.45			(0.37	)		(0.37	)		–	$	6.17		7.49%		$	7,366,722		1.40%		5.83%		1.66%		56.76%
Year Ended June 30, 2012 (g)	$	6.23		0.39		(0.14	)		0.25			(0.39	)		(0.39	)		–	$	6.09		4.35%		$	7,872,256		1.70%		6.46%		1.83%		50.00%
Year Ended June 30, 2011 (g)	$	5.90		0.45		0.34			0.79			(0.46	)		(0.46	)		–	$	6.23		13.72%		$	9,164,527		1.70%		7.24%		1.86%		55.00%
Year Ended June 30, 2010 (g)	$	5.16		0.54		0.72			1.26			(0.52	)		(0.52	)		–	$	5.90		25.07%		$	8,901,805		1.70%		9.27%		1.88%		61.00%
Year Ended June 30, 2009 (g)	$	6.19		0.48		(1.01	)		(0.53	)		(0.50	)		(0.50	)		–	$	5.16		(7.60%	)	$	7,071,706		1.70%		9.41%		1.86%		92.00%
Institutional Service Class Shares
Period Ended October 31, 2013 (g)(h)	$	6.18		0.12		0.19			0.31			(0.12	)		(0.12	)		–	$	6.37		5.11%		$	92,615		1.00%		5.85%		1.58%		22.92%
Period Ended June 30, 2013 (g)(i)	$	6.23		0.23		(0.04	)		0.19			(0.24	)		(0.24	)		–	$	6.18		2.94%		$	88,199		0.94%		6.06%		1.21%		56.76%
Institutional Class Shares
Period Ended October 31, 2013 (g)(h)	$	6.18		0.13		0.18			0.31			(0.13	)		(0.13	)		–	$	6.36		5.04%		$	20,694,209		0.75%		6.11%		1.33%		22.92%
Year Ended June 30, 2013 (g)	$	6.14		0.41		0.09			0.50			(0.46	)		(0.46	)		–	$	6.18		8.25%		$	22,984,179		0.84%		6.42%		1.05%		56.76%
Year Ended June 30, 2012 (g)	$	6.27		0.44		(0.13	)		0.31			(0.44	)		(0.44	)		–	$	6.14		5.27%		$	36,611,570		0.95%		7.23%		1.01%		50.00%
Year Ended June 30, 2011 (g)	$	5.94		0.50		0.34			0.84			(0.51	)		(0.51	)		–	$	6.27		14.47%		$	44,749,982		0.95%		7.97%		1.03%		55.00%
Year Ended June 30, 2010 (g)	$	5.20		0.59		0.71			1.30			(0.56	)		(0.56	)		–	$	5.94		25.80%		$	37,151,647		0.95%		10.08%		1.05%		61.00%
Year Ended June 30, 2009 (g)	$	6.23		0.52		(1.01	)		(0.49	)		(0.54	)		(0.54	)		–	$	5.20		(6.83%	)	$	61,421,152		0.95%		10.07%		1.06%		92.00%

Amounts designated as “–” are zero or have been rounded to zero.

(a) Excludes sales charge.

(b) Not annualized for periods less than one year.

(c) Total returns prior to the Fund’s inception on November 19, 2012 are based on the performance of the Fund’s predecessor fund.

(d) Annualized for periods less than one year.

(e) During the period, certain fees may have been waived and/or reimbursed. If such waivers/reimbursements had not occurred, the ratios would have been as indicated.

(f) Portfolio turnover is calculated on the basis of the Fund as a whole without distinguishing among the classes of shares.

(g) Per share calculations were performed using average shares method.

(h) For the period from July 1, 2013 through October 31, 2013.

(i) For the period from November 23, 2012 (commencement of operations) through June 30, 2013.

The accompanying notes are an integral part of these financial statements.

187

Fund Commentary Nationwide Inflation-Protected Securities  Fund

For the annual period ended October 31, 2013, the Nationwide Inflation-Protected Securities Fund (Institutional Class) registered -6.09 % versus -6.39% for its benchmark, the Barclays U.S. Treasury Inflation-Protected Securities (TIPS) Index^SM. For broader comparison, the median return for the Fund’s closest Lipper peer category of Inflation-Protected Bond Funds (consisting of 203 funds as of October 31, 2013) was -6.44% for the same time period.

Treasury Inflation-Protected Securities (TIPS) have had a challenging year. Concern arose in the markets during the second quarter that the Federal Reserve may begin scaling back the quantitative easing program (QE) sooner than had been anticipated. This market perception had the effect of increasing interest rates, and hurting the relative performance of less-liquid and longer-duration securities. While these concerns largely abated in the third quarter, TIPS did not recover as fully as other asset classes. Also, inflation did not accelerate materially during the period, which negatively impacted TIPS returns.

Consistent with the benchmark, and the objective of the Fund, the portfolio was fully invested in Treasury Inflation-Protected Securities (TIPS) during the period, excluding a cash position for liquidity purposes.

Within the TIPS position, the shorter-duration holdings provided the most relative performance as interest rates were higher relative to the start of the period. The portfolio had an overweight position in shorter-duration TIPS, as well as an overall portfolio duration that was shorter than the benchmark, benefiting relative performance. Longer-duration TIPS holdings detracted as interest rates were higher relative to the start of the period.

Subadviser:

Nationwide Asset Management, LLC

Portfolio Managers:

Joel S. Buck and Gary R. Hunt, CFA

The Fund is subject to the risks of investing in fixed-income securities. The Fund also is subject to inflation-protected bonds risk since the inflation adjustment feature of these bonds can cause them to have lower yields than those of conventional fixed-rate bonds. Please refer to the summary prospectus for a more detailed explanation of the Fund’s principal risks.

A description of the benchmarks can be found on the Market Index Definitions page at the back of this book.

188

Fund Overview Nationwide Inflation-Protected Securities  Fund

Objective

The Fund seeks to provide inflation protection and income consistent with investment in inflation-indexed securities.

Highlights

Ÿ The Nationwide Inflation-Protected Securities Fund Institutional Class registered -6.09% for the annual period, outperforming the Barclays U.S. Treasury Inflation-Protected Securities (TIPS) Index^SM by 0.30% and the Lipper peer category median by 0.35%.

Ÿ The portfolio had an overweight position in shorter-duration TIPS, as well as an overall portfolio duration that was shorter than the benchmark, benefiting relative performance.

Ÿ The TIPS category was weak relative to other fixed-income investments, as longer-duration TIPS were significantly impacted by higher rates during the period.

Asset Allocation†

U.S. Treasury Bonds	99.5%
Mutual Fund	0.3%
Other assets in excess of liabilities	0.2%
	100.0%

Top Holdings††

U.S. Treasury Inflation Indexed Bonds, 0.13%, 04/15/17	14.9%
U.S. Treasury Inflation Indexed Bonds, 0.13%, 04/15/16	14.2%
U.S. Treasury Inflation Indexed Bonds, 0.13%, 07/15/22	13.7%
U.S. Treasury Inflation Indexed Bonds, 2.38%, 01/15/25	13.5%
U.S. Treasury Inflation Indexed Bonds, 1.88%, 07/15/15	11.7%
U.S. Treasury Inflation Indexed Bonds, 2.13%, 02/15/41	8.6%
U.S. Treasury Inflation Indexed Bonds, 1.13%, 01/15/21	7.7%
U.S. Treasury Inflation Indexed Bonds, 3.63%, 04/15/28	7.3%
U.S. Treasury Inflation Indexed Bonds, 3.88%, 04/15/29	4.6%
U.S. Treasury Inflation Indexed Bonds, 0.63%, 07/15/21	3.5%
Fidelity Institutional Money Market Fund — Institutional Class, 0.08%	0.3%
	100.0%

† Percentages indicated are based upon net assets as of October 31, 2013.

†† Percentages indicated are based upon total investments as of October 31, 2013.

189

Fund Performance Nationwide Inflation-Protected Securities  Fund

Average Annual Total Return

(For periods ended October 31, 2013)		1 Yr.		Inception4
Class A	w/o SC1		(6.29)%		(5.22)%
	w/ SC2		(10.31)%		(8.79)%
Institutional Class3			(6.09)%		(4.94)%

Expense Ratios

	Gross Expense Ratio*	Net Expense Ratio*
Class A	1.25%		0.80%
Institutional Class	0.75%		0.30%

*Current effective prospectus dated March 1, 2013. The difference between gross and net operating expenses reflects contractual waivers in place through February 28, 2014. Please see the Fund’s most recent prospectus for details.

All figures showing the effect of a sales charge (SC) reflect the maximum charge possible, because it has the most significant effect on performance data.

¹  These returns do not reflect the effects of SCs.

²  Prior to October 29, 2013, a 4.25% front-end sales charge was deducted. Effective October 29, 2013, a 2.25% front-end sales charge was deducted.

³  Not subject to any sales charges.

⁴  Since inception date of September 17, 2012.

190

Fund Performance (con’t.) Nationwide Inflation-Protected Securities  Fund

Performance of a $10,000 Investment

Investment return and principal value will fluctuate, and when redeemed, shares may be worth more or less than original cost. Past performance is no guarantee of future results and does not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares. Investing in mutual funds involves market risk, including loss of principal. Performance returns assume the reinvestment of all distributions.

Comparative performance of $10,000 invested in Institutional Class shares of the Nationwide Inflation-Protected Securities Fund from inception through 10/31/13 versus the Barclays U.S. Treasury Inflation-Protected Securities (TIPS) Index^SM and the Consumer Price Index (CPI) from 10/1/12 through 10/31/13. Unlike the Fund, the performance for these unmanaged indexes does not reflect any fees, expenses, or sales charges. Investors cannot invest directly in market indexes. A description of the benchmarks can be found on the Market Index Definitions page at the back of this book.

191

Shareholder Expense Example Nationwide Inflation-Protected Securities  Fund

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, including sales charges (loads) paid on purchase payments and redemption fees; and (2) ongoing costs, including investment advisory fees, administration fees, distribution fees and other Fund expenses. The examples below are intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds. Per Securities and Exchange Commission (“SEC”) requirements, the examples assume that you had a $1,000 investment in the Class at the beginning of the reporting period (May 1, 2013) and continued to hold your shares at the end of the reporting period (October 31, 2013).

Actual Expenses

For each Class of the Fund in the table below, the first line provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid from May 1, 2013 through October 31, 2013. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line of each Class under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.

Hypothetical Expenses for Comparison Purposes

The second line of each Class in the table below provides information about hypothetical account values and hypothetical expenses based on the Class’ actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Class’ actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period from May 1, 2013 through October 31, 2013. You may use this information to compare the ongoing costs of investing in the Class of the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transaction costs, such as sales charges (loads) or redemption fees. If these transaction costs were included, your costs would have been higher. Therefore, the second line for each Class in the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. The examples also assume all dividends and distributions are reinvested.

Schedule of Shareholder Expenses

Expense Analysis of a $1,000 Investment

Nationwide Inflation- Protected Securities Fund October 31, 2013			Beginning Account Value ($) 05/01/13	Ending Account Value ($) 10/31/13	Expenses Paid During Period ($) 05/01/13 - 10/31/13	Expense Ratio During Period (%) 05/01/13 - 10/31/13
Class A Shares	Actual	a	1,000.00	937.30	2.69	0.55
	Hypothetical	a,b	1,000.00	1,022.43	2.80	0.55
Institutional	Actual	a	1,000.00	939.30	1.47	0.30
Class Shares	Hypothetical	a,b	1,000.00	1,023.69	1.53	0.30

a Expenses are equal to the Fund’s annualized expense ratio multiplied by the average account value from May 1, 2013 through October 31, 2013 multiplied to reflect one-half year period. The expense ratio presented represents a six-month, annualized ratio in accordance with Securities and Exchange Commission guidelines.

b Represents the hypothetical 5% return before expenses.

192

Statement of Investments

October 31, 2013

Nationwide Inflation-Protected Securities Fund

U.S. Treasury Bonds 99.5%
	Principal Amount*		Market Value
U.S. Treasury Inflation Indexed Bonds
1.88%, 07/15/15	$	13,500,000	$	17,089,531
0.13%, 04/15/16		19,100,000		20,784,643
0.13%, 04/15/17		20,500,000		21,827,870
1.13%, 01/15/21		9,750,000		11,262,931
0.63%, 07/15/21		4,700,000		5,095,804
0.13%, 07/15/22		20,000,000		20,133,819
2.38%, 01/15/25		13,300,000		19,750,801
3.63%, 04/15/28		5,350,000		10,718,199
3.88%, 04/15/29		3,300,000		6,749,524
2.13%, 02/15/41		9,900,000		12,629,781
Total U.S. Treasury Bonds (cost $158,019,035)				146,042,903
Mutual Fund 0.3%
	Shares
Money Market Fund 0.3%
Fidelity Institutional Money Market Fund — Institutional Class, 0.08% (a)		508,714		508,714
Total Mutual Fund (cost $508,714)				508,714
Total Investments (cost $158,527,749) (b) — 99.8%				146,551,617
Other assets in excess of liabilities — 0.2%				305,187
NET ASSETS — 100.0%			$	146,856,804

* Principal amounts are not adjusted for inflation.

(a) Represents 7-day effective yield as of October 31, 2013.

(b) See notes to financial statements for tax unrealized appreciation/ (depreciation) of securities.

The accompanying notes are an integral part of these financial statements.

193

Statement of Assets and Liabilities

October 31, 2013

	Nationwide Inflation-Protected Securities Fund
Assets:
Investments, at value (cost $158,527,749)	$	146,551,617
Interest and dividends receivable		329,173
Receivable for capital shares issued		28,076
Prepaid expenses		19,254
Total Assets		146,928,120
Liabilities:
Payable for capital shares redeemed		14,337
Accrued expenses and other payables:
Investment advisory fees		19,956
Fund administration fees		9,596
Distribution fees		8
Accounting and transfer agent fees		148
Trustee fees		357
Custodian fees		890
Compliance program costs (Note 3)		210
Professional fees		21,847
Printing fees		1,646
Other		2,321
Total Liabilities		71,316
Net Assets	$	146,856,804
Represented by:
Capital	$	162,442,475
Accumulated distributions in excess of net investment loss		(126,619	)
Accumulated net realized losses from investment transactions		(3,482,920	)
Net unrealized appreciation/(depreciation) from investments		(11,976,132	)
Net Assets	$	146,856,804

194

Statement of Assets and Liabilities (Continued)

October 31, 2013

	Nationwide Inflation-Protected Securities Fund
Net Assets:
Class A Shares	$	39,275
Institutional Class Shares		146,817,529
Total	$	146,856,804
Shares Outstanding (unlimited number of shares authorized):
Class A Shares		4,173
Institutional Class Shares		15,552,521
Total		15,556,694
Net asset value and redemption price per share (Net assets by class divided by shares outstanding by class, respectively):
Class A Shares (a)	$	9.41
Institutional Class Shares	$	9.44
Maximum offering price per share (100%/(100%-maximum sales charge) of net asset value adjusted to the nearest cent):
Class A Shares	$	9.63
Maximum Sales Charge:
Class A Shares		2.25	%

(a) For Class A Shares, the redemption price per share is reduced by 0.75% on sales of shares of original purchases of $500,000 or more or that were not subject to a front-end sales charge made within 18 months of the purchase date.

The accompanying notes are an integral part of these financial statements.

195

Statement of Operations

For the Year Ended October 31, 2013

	Nationwide Inflation-Protected Securities Fund
INVESTMENT INCOME:
Interest income	$	370,895
Dividend income		7,163
Total Income		378,058
EXPENSES:
Organization and offering costs		60,251
Investment advisory fees		474,384
Fund administration fees		111,166
Distribution fees Class A		72
Registration and filing fees		8,681
Professional fees		51,480
Printing fees		8,365
Trustee fees		6,696
Custodian fees		7,528
Accounting and transfer agent fees		346
Compliance program costs (Note 3)		709
Other		7,404
Total expenses before and expenses reimbursed		737,082
Earnings credit (Note 5)		(1	)
Expenses reimbursed by adviser (Note 3)		(166,823	)
Net Expenses		570,258
NET INVESTMENT LOSS		(192,200	)
REALIZED/UNREALIZED GAINS (LOSSES) FROM INVESTMENTS:
Net realized losses from investment transactions		(3,482,920	)
Net change in unrealized appreciation/(depreciation) from investments		(12,140,544	)
Net realized/unrealized losses from investments		(15,623,464	)
CHANGE IN NET ASSETS RESULTING FROM OPERATIONS	$	(15,815,664	)

The accompanying notes are an integral part of these financial statements.

196

Statements of Changes in Net Assets

	Nationwide Inflation-Protected Securities Fund
	Year Ended October 31, 2013			Period Ended October 31, 2012 (a)
Operations:
Net investment income/(loss)	$	(192,200	)	$	112,236
Net realized losses from investment transactions		(3,482,920	)		–
Net change in unrealized appreciation/(depreciation) from investments		(12,140,544	)		164,412
Change in net assets resulting from operations		(15,815,664	)		276,648
Distributions to Shareholders From:
Net investment income:
Class A		(17	)		–
Institutional Class		(172,628	)		–
Change in net assets from shareholder distributions		(172,645	)		–
Change in net assets from capital transactions		116,249,354			46,319,111
Change in net assets		100,261,045			46,595,759
Net Assets:
Beginning of year		46,595,759			–
End of year	$	146,856,804		$	46,595,759
Accumulated undistributed (distributions in excess of) net investment income/(loss) at end of year	$	(126,619	)	$	119,455
CAPITAL TRANSACTIONS:
Class A Shares
Proceeds from shares issued	$	19,514		$	21,223
Dividends reinvested		13			–
Cost of shares redeemed		(12	)		–
Total Class A Shares		19,515			21,223
Institutional Class Shares
Proceeds from shares issued		202,402,817			47,067,676
Dividends reinvested		172,628			–
Cost of shares redeemed		(86,345,606	)		(769,788	)
Total Institutional Class Shares		116,229,839			46,297,888
Change in net assets from capital transactions	$	116,249,354		$	46,319,111
SHARE TRANSACTIONS:
Class A Shares
Issued		2,056			2,117
Reinvested		1			–
Redeemed		(1	)		–
Total Class A Shares		2,056			2,117
Institutional Class Shares
Issued		20,125,559			4,708,024
Reinvested		17,246			–
Redeemed		(9,221,280	)		(77,028	)
Total Institutional Class Shares		10,921,525			4,630,996
Total change in shares		10,923,581			4,633,113

Amounts designated as “–” are zero or have been rounded to zero.

(a) For the period from September 18, 2012 (commencement of operations) through October 31, 2012.

The accompanying notes are an integral part of these financial statements.

197

Financial Highlights

Selected data for each share of capital outstanding throughout the periods indicated

Nationwide Inflation-Protected Securities Fund

			Operations									Distributions											Ratios/Supplemental Data
	Net Asset Value, Beginning of Period		Net Investment Income (Loss)			Net Realized and Unrealized Gains (Losses) from Investments			Total from Operations			Net Investment Income			Total Distributions			Net Asset Value, End of Period		Total Return (a)(b)			Net Assets at End of Period		Ratio of Expenses to Average Net Assets (c)		Ratio of Net Investment Income (Loss) to Average Net Assets (c)			Ratio of Expenses (Prior to Reimbursements) to Average Net Assets (c)(d)		Portfolio Turnover (e)
Class A Shares
Year Ended October 31, 2013 (f)	$	10.05		–			(0.63	)		(0.63	)		(0.01	)		(0.01	)	$	9.41		(6.29%	)	$	39,275		0.55%		(0.05%	)		0.65%		37.88%
Period Ended October 31, 2012 (f)(g)	$	10.00		0.02			0.03			0.05			–			–		$	10.05		0.50%		$	21,277		0.55%		1.75%			0.92%		0.00%
Institutional Class Shares
Year Ended October 31, 2013 (f)	$	10.06		(0.01	)		(0.60	)		(0.61	)		(0.01	)		(0.01	)	$	9.44		(6.09%	)	$	146,817,529		0.30%		(0.10%	)		0.39%		37.88%
Period Ended October 31, 2012 (f)(g)	$	10.00		0.02			0.04			0.06			–			–		$	10.06		0.60%		$	46,574,482		0.30%		2.03%			0.68%		0.00%

Amounts designated as “–” are zero or have been rounded to zero.

(a) Excludes sales charge.

(b) Not annualized for periods less than one year.

(c) Annualized for periods less than one year.

(d) During the period, certain fees may have been waived and/or reimbursed. If such waivers/reimbursements had not occurred, the ratios would have been as indicated.

(e) Portfolio turnover is calculated on the basis of the Fund as a whole without distinguishing among the classes of shares.

(f) Per share calculations were performed using average shares method.

(g) For the period from September 18, 2012 (commencement of operations) through October 31, 2012.

The accompanying notes are an integral part of these financial statements.

198

Fund Commentary Nationwide Money Market Fund

For the annual period ended October 31, 2013, the Nationwide Money Market Fund (Institutional Class) returned 0.00% versus 0.00% for its benchmark, the iMoneyNet Prime Retail Index. For broader comparison, the median return for the Fund’s closest Lipper peer category of Institutional Money Market Funds (consisting of 286 funds as of October 31, 2013) was 0.01% for the same time period.

Over the past year, banking instruments (particularly European banks) provided the most opportunity for yield, while repurchase agreements (used for liquidity purposes) contributed the least to performance. Below, we have also included a market discussion for each of the previous four quarters during the reporting period.

Throughout the fourth quarter of 2012, the recovery continued to plod along, making slow progress — with the notable highlights of housing, which exhibited some real strength, and employment numbers, which also showed some real promise. In addition, Hurricane Sandy, while devastating to those who suffered damage, did not have the huge overall economic impact that had been feared when the extent of the destruction was revealed. The elections don’t seem to have left much wake, either. Money market funds faced rate pressure, however, from the Federal Reserve’s continued commitment to easing, including the announcement that the Fed would stick with the program as long as the U.S. unemployment rate remained above 6.5%. The Fed funds target rate, at between zero and 0.25%, was likely to dampen yields on short-term securities for the foreseeable future. While the fiscal cliff debate was ultimately resolved, the standoff in Washington throughout the fourth quarter and the threat of a fall off the cliff hampered economic growth, as companies across the country postponed committing to new spending till the issue was clearer. The expiration of the FDIC’s unlimited insurance on non-interest-bearing checking accounts at the end of the quarter meant additional rate pressure going forward.

The first quarter of 2013 was marked by improving economic conditions. The housing

market showed particular strength, with better pricing, lower inventory, and fewer regional issues, and sales of existing homes and housing starts showing increases. Manufacturing, autos, employment and consumer confidence all looked more promising. While the Federal Reserve (the Fed) began to acknowledge the improved conditions during the quarter, statements from Federal Open Market Committee (FOMC) meetings did not indicate any immediate change in policy. The FOMC continued its commitment to keep to a 0% to 0.25% federal funds target as long as unemployment remained above 6.5% and projected inflation ran no more than a half point above its 2% target. There were more signs of dissent among FOMC members on the benefits and risks of quantitative easing, however, and the quarter ended with some speculation in the markets that the Fed might consider scaling back its monthly purchases of $85 billion in longer-term Treasury and agency mortgage-backed securities at some point in 2013. As has become routine, much of the quarter was dogged by distractions from Washington, this time in the form of the spending sequester, which went into effect March 1. The sequester failed to have an immediate impact on the recovery, but is expected to make itself felt in the second quarter of 2013. Late in the quarter, a banking crisis in Cyprus was resolved fairly quickly. There was no impact to any of the European banks on Federated’s approved list of issuers.

The second quarter of 2013 brought continued, if sporadic, improvement in economic conditions, aided by stronger employment numbers and a notably resilient housing sector, helping the recovery avoid the mid-year slump seen in the past few years. With those improvements, a gradually-evolving stance developed within the Federal Reserve’s Federal Open Market Committee (FOMC) in regard to the future of the Fed’s monthly quantitative easing (QE) purchases of $85 billion of Treasury bonds and mortgage-backed securities. Over the three-month period, FOMC members gradually voiced increasing confidence in the recovery, and concerns about the consequences of endless easing, and by the end of the second quarter, Fed Chairman Ben Bernanke was openly predicting that the Fed might start to taper off QE purchases in the

199

Fund Commentary (con’t.) Nationwide Money Market Fund

second half of 2013. Bernanke made it clear, though, that the federal funds target rate was likely to remain at 0% to 0.25% as long as unemployment remained above 6.5% and projected inflation ran no more than a half point above its 2% target. The quarter also saw markets moving beyond the distractions from Washington that had plagued economic growth for some time; the spending cuts associated with the federal budget sequester, while having some direct effect on government employment and spending, did not provide the drag to the recovery that some had warned would occur.

During the third quarter of 2013, extremely low money market rates dipped further over the July-September period despite a rash of economic data — housing, manufacturing and auto sales in particular — that suggested economic growth was picking up and despite strong indications that Federal Reserve policymakers were on the verge of beginning to back off from five years of extraordinary monetary accommodation. Normally, a stronger economy and a less-accommodative Fed would send interest rates higher—and that did happen on the longer end of the yield curve, with the 10-year Treasury jumping from 2.48% at the end of June to nearly 3% by early September before settling back to 2.62% on Washington’s fiscal theatrics and the Fed’s decision to delay pulling back. On the short end, however, overnight Treasury and mortgage repo rates fell from the low teens to the mid-single digits, Treasury bill yields ticked even lower and credit rates declined across the curve over the same three-month period. With the showdown over a continuing resolution to keep funding government turning into a proxy over the implementation of the Affordable Care Act, and with the timing of the start of the Fed’s tapering of $85 billion of monthly bond purchases in doubt, the quarter ended rather messily. This means short-term rates likely will remain lower for a little longer, but save an unforeseen collapse in the economy and a total breakdown of government, the bias should remain for rates to eventually move higher.

Subadviser:

Federated Investment Management Company

An investment in a money market fund is not insured or guaranteed by the Federal Deposit Insurance Corporation (FDIC) or any other government agency. Although a money market fund seeks to preserve the value of your investment at $1.00 per share, it is possible to lose money by investing in the fund.

A description of the benchmarks can be found on the Market Index Definitions page at the back of this book.

200

Fund Overview Nationwide Money Market Fund

Objective

The Fund seeks as high a level of current income as is consistent with preserving capital and maintaining liquidity. The Fund is a money market fund that seeks to maintain a stable net asset value of $1.00 per share.

Asset Allocation†

Commercial Paper	48.8%
Corporate Bonds	16.2%
Municipal Bonds	9.0%
U.S. Treasury Bill	8.1%
Mutual Fund	6.5%
Certificates of Deposit	5.7%
Repurchase Agreement	3.8%
Asset-Backed Securities	2.2%
Liabilities in excess of other assets	(0.3)%
	100.0%

Top Industries††

Banking	16.4%
Finance-Retail	11.7%
Sovereign	11.7%
Finance-Automotive	9.2%
Asset Management	6.5%
Finance-Commercial	5.9%
Oil & Oil Finance	3.7%
Electric Power	3.5%
Pharmaceuticals and Health Care	3.2%
Insurance	2.6%
Other Industries*	25.6%
	100.0%

Top Holdings††

U.S. Treasury Bill, 0.17%, 11/14/13	8.1%
Federated Prime Obligations Fund, Institutional Shares	6.5%
BlackRock MuniYield Investment Quality Fund, 0.15%, 10/01/13	3.1%
Sumitomo Mitsui Banking Corp., 0.24%, 11/01/13	2.7%
BlackRock Investment Quality Municipal Trust, Inc., 0.15%, 10/01/13	2.6%
Bank of America N.A., 0.25%, 12/16/13	2.4%
Bank of America N.A., 0.26%, 12/11/13	2.4%
Erste Abwicklungsanstalt, 11/21/13	2.4%
Kells Funding, LLC, 0.22%, 11/15/13	2.0%
Toyota Motor Credit Corp., 0.26%, 02/24/14	2.0%
Other Holdings*	65.8%
	100.0%

† Percentages indicated are based upon net assets as of October 31, 2013.

†† Percentages indicated are based upon total investments as of October 31, 2013.

* For purposes of listing top industries and top holdings, the repurchase agreement is included as part of Other.

201

Fund Performance Nationwide Money Market Fund

Average Annual Total Return

(For periods ended October 31, 2013)	1 Yr.	5 Yr.		10 Yr.
Prime1	0.00%		0.04%		1.53%
Institutional Class1	0.00%		0.04%		1.50%
Service Class1	0.00%		0.03%		1.43%

Expense Ratios

	Gross Expense Ratio*	Net Expense Ratio*
Prime	0.62%		0.62%
Institutional Class	0.48%		0.48%
Service Class	0.88%		0.77%

*Current effective prospectus dated March 1, 2013. The difference between gross and net operating expenses reflects contractual waivers in place through February 28, 2014. Please see the Fund’s most recent prospectus for details.

All figures showing the effect of a sales charge (SC) reflect the maximum charge possible, because it has the most significant effect on performance data.

¹ Not subject to any sales charges.

202

Fund Performance (con’t.) Nationwide Money Market Fund

Performance of a $10,000 Investment

Investment return and principal value will fluctuate, and when redeemed, shares may be worth more or less than original cost. Past performance is no guarantee of future results and does not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares. Investing in mutual funds involves market risk, including loss of principal. Performance returns assume the reinvestment of all distributions.

Comparative performance of $10,000 invested in Institutional Class shares of the Nationwide Money Market Fund versus the iMoneyNet Prime Retail Index and the Consumer Price Index (CPI) over a 10-year period ended 10/31/13. Unlike the Fund, the returns for these unmanaged indexes do not reflect any fees or expenses. Investors cannot invest directly in market indexes. A description of the benchmarks can be found on the Market Index Definitions page at the back of this book.

203

Shareholder Expense Example Nationwide Money Market Fund

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, including sales charges (loads) paid on purchase payments and redemption fees; and (2) ongoing costs, including investment advisory fees, administration fees, distribution fees and other Fund expenses. The examples below are intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds. Per Securities and Exchange Commission (“SEC”) requirements, the examples assume that you had a $1,000 investment in the Class at the beginning of the reporting period (May 1, 2013) and continued to hold your shares at the end of the reporting period (October 31, 2013).

Actual Expenses

For each Class of the Fund in the table below, the first line provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid from May 1, 2013 through October 31, 2013. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line of each Class under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.

Hypothetical Expenses for Comparison Purposes

The second line of each Class in the table below provides information about hypothetical account values and hypothetical expenses based on the Class’ actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Class’ actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period from May 1, 2013 through October 31, 2013. You may use this information to compare the ongoing costs of investing in the Class of the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transaction costs, such as sales charges (loads) or redemption fees. If these transaction costs were included, your costs would have been higher. Therefore, the second line for each Class in the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. The examples also assume all dividends and distributions are reinvested.

Schedule of Shareholder Expenses

Expense Analysis of a $1,000 Investment

Nationwide Money Market Fund October 31, 2013			Beginning Account Value ($) 05/01/13	Ending Account Value ($) 10/31/13	Expenses Paid During Period ($) 05/01/13 - 10/31/13	Expense Ratio During Period (%) 05/01/13 - 10/31/13
Prime Shares	Actual	a	1,000.00	1,000.00	1.01	0.20
	Hypothetical	a,b	1,000.00	1,024.20	1.02	0.20
Institutional Class Shares	Actual	a	1,000.00	1,000.00	1.01	0.20
	Hypothetical	a,b	1,000.00	1,024.20	1.02	0.20
Service Class Shares	Actual	a	1,000.00	1,000.00	1.01	0.20
	Hypothetical	a,b	1,000.00	1,024.20	1.02	0.20

a Expenses are equal to the Fund’s annualized expense ratio multiplied by the average account value from May 1, 2013 through October 31, 2013 multiplied to reflect one-half year period. The expense ratio presented represents a six-month, annualized ratio in accordance with Securities and Exchange Commission guidelines.

b Represents the hypothetical 5% return before expenses.

204

Statement of Investments

October 31, 2013

Nationwide Money Market Fund

Asset-Backed Securities 2.2%
	Principal Amount		Market Value
Banking 1.4%
HLSS Servicer Advance Receivables Trust, Series 2013-MM1, Class A, 0.37%, 09/15/14 (a)(b)	$	17,000,000	$	17,000,000
Finance-Automotive 0.1%
Enterprise Fleet Financing LLC, Series 2013-1, Class A1, 0.26%, 03/20/14 (b)		1,267,007		1,267,007
Finance-Equipment 0.7%
CNH Equipment Trust, Series 2013-A, Class A1, 0.23%, 03/14/14		7,782,903		7,782,903
Volvo Financial Equipment LLC, Series 2013-1, Class A1, 0.26%, 04/15/14 (b)		1,331,851		1,331,851
				9,114,754
Total Asset-Backed Securities (cost $27,381,761)				27,381,761
Certificates of Deposit 5.7%
Banking 5.7%
Bank of Montreal 0.34%, 07/11/14 (c)		13,000,000		13,000,000
0.24%, 09/17/14		10,000,000		10,000,000
PNC Bank N.A., 0.50%, 07/18/14 (c)		10,000,000		10,000,000
Sumitomo Mitsui Banking Corp., 0.24%, 11/01/13		32,900,000		32,900,000
Toronto Dominion Bank, 0.32%, 07/10/14		5,000,000		5,000,000
				70,900,000
Total Certificates of Deposit (cost $70,900,000)				70,900,000
Commercial Paper 48.8%
Banking 2.7%
Bedford Row Funding Corp. 0.30%, 04/14/14 (b)		5,000,000		4,993,167
0.33%, 06/06/14 (b)		5,000,000		4,990,054
0.32%, 09/26/14 (b)		20,000,000		19,941,511
Matchpoint Master Trust, 0.25%, 12/13/13 (b)		4,000,000		3,998,833
				33,923,565
Chemicals 2.0%
BASF SE 0.10%, 12/02/13 (b)		20,000,000		19,998,278
0.29%, 02/27/14 (b)		5,000,000		4,995,247
				24,993,525

Commercial Paper (continued)
	Principal Amount		Market Value
Electric Power 3.5%
Electricite de France SA 0.20%, 11/27/13 (b)	$	23,000,000	$	22,996,743
0.21%, 12/30/13 (b)		20,000,000		19,993,117
				42,989,860
Finance-Automotive 7.1%
FCAR Owner Trust 0.10%, 11/01/13		3,000,000		3,000,000
0.26%, 12/03/13		4,500,000		4,498,960
0.26%, 12/16/13		5,000,000		4,998,375
0.28%, 01/28/14		20,400,000		20,386,037
0.21%, 03/03/14		15,000,000		14,989,325
0.21%, 04/01/14		3,000,000		2,997,358
Toyota Motor Credit Corp. 0.22%, 03/05/14		10,000,000		9,992,422
0.20%, 03/11/14		17,000,000		17,000,000
0.20%, 03/19/14 (c)		10,000,000		10,000,000
				87,862,477
Finance-Commercial 4.0%
Fairway Finance Co. LLC 0.16%, 11/05/13 (b)		10,000,000		9,999,822
0.19%, 12/18/13 (b)(c)		20,000,000		20,000,000
General Electric Capital Corp., 0.14%, 12/18/13		20,000,000		19,996,345
				49,996,167
Finance-Retail 11.8%
Chariot Funding LLC 0.24%, 03/07/14 (b)		1,600,000		1,598,656
0.24%, 03/27/14 (b)		4,000,000		3,996,106
0.23%, 04/29/14 (b)		20,000,000		19,977,128
0.30%, 06/13/14 (b)		15,000,000		14,972,000
Jupiter Securitization Co. LLC 0.24%, 12/10/13 (b)		7,200,000		7,198,128
0.24%, 12/12/13 (b)		5,000,000		4,998,634
0.24%, 02/06/14 (b)		13,000,000		12,991,593
0.30%, 03/24/14 (b)		10,000,000		9,988,083
0.24%, 04/02/14 (b)		25,000,000		24,974,667
Salisbury Receivables Co. LLC 0.20%, 11/15/13 (b)		25,000,000		24,998,056
0.20%, 01/21/14 (b)		20,000,000		19,991,000
				145,684,051
Oil & Oil Finance 3.2%
ConocoPhillips Qatar Funding Ltd.
0.15%, 11/04/13 (b)		9,000,000		8,999,888
0.20%, 12/06/13 (b)		20,000,000		19,996,111
Exxon Mobil Corp., 0.17%, 11/12/13		10,000,000		9,999,480
				38,995,479

205

Statement of Investments (Continued)

October 31, 2013

Nationwide Money Market Fund (Continued)

Commercial Paper (continued)
	Principal Amount		Market Value
Pharmaceuticals and Health Care 0.8%
Sanofi-Aventis SA, 0.09%, 12/30/13 (b)	$	10,000,000	$	9,998,525
Retail 2.0%
Wal-Mart Stores, Inc., 0.12%, 11/04/13 (b)		25,000,000		24,999,750
Sovereign 11.7%
Caisse des Depots et Consignations 0.22%, 01/27/14 (b)		5,000,000		4,997,341
0.25%, 04/17/14 (b)		10,000,000		9,988,403
Erste Abwicklungsanstalt 0.17%, 11/21/13 (b)		30,000,000		29,997,166
0.14%, 11/27/13 (b)		20,000,000		19,997,978
0.19%, 01/31/14 (b)		15,000,000		14,992,796
Kells Funding, LLC 0.24%, 11/07/13		14,000,000		13,999,440
0.22%, 11/15/13 (b)(c)		25,000,000		25,000,387
0.22%, 01/06/14		18,000,000		17,992,740
0.24%, 01/13/14 (b)		8,500,000		8,495,864
				145,462,115
Total Commercial Paper (cost $604,905,514)				604,905,514
Corporate Bonds 16.2%
Banking 6.6%
Bank of America N.A. 0.26%, 12/11/13		30,000,000		30,000,000
0.25%, 12/16/13		30,000,000		30,000,000
Bank of New York Mellon Corp. (The), 4.30%, 05/15/14		7,000,000		7,150,481
Wells Fargo Bank N.A., 0.37%, 09/22/14 (c)		15,000,000		15,000,000
				82,150,481
Finance-Automotive 2.0%
Toyota Motor Credit Corp., 0.26%, 02/24/14 (c)		25,000,000		25,000,000
Finance-Commercial 1.9%
General Electric Capital Corp. 3.13%, 03/12/14		4,500,000		4,545,496
0.94%, 04/24/14 (c)		1,060,000		1,063,568
5.90%, 05/13/14		14,174,000		14,595,222
0.89%, 06/02/14 (c)		1,460,000		1,465,545
5.50%, 06/04/14		1,500,000		1,545,357
5.65%, 06/09/14		459,000		473,635
				23,688,823
Food & Beverage 0.1%
Coca-Cola Co. (The), 3.63%, 03/15/14		570,000		576,897

Corporate Bonds (continued)
	Principal Amount		Market Value
Insurance 2.6%
Metropolitan Life Global Funding I 0.66%, 12/12/13 (b)(c)	$	2,800,000	$	2,801,267
0.99%, 01/10/14 (b)(c)		7,275,000		7,285,607
2.00%, 01/10/14 (b)		12,629,000		12,669,683
0.60%, 03/19/14 (b)(c)		3,050,000		3,053,781
5.13%, 06/10/14 (b)		5,595,000		5,754,777
New York Life Global Funding, 1.85%, 12/13/13 (b)		535,000		535,956
				32,101,071
Oil & Oil Finance 0.6%
Shell International Finance BV, 4.00%, 03/21/14		6,500,000		6,589,930
Pharmaceuticals and Health Care 2.4%
AstraZeneca PLC, 5.40%, 06/01/14		3,310,000		3,407,164
Eli Lilly & Co., 4.20%, 03/06/14		5,000,000		5,064,529
Merck & Co., Inc., 5.30%, 12/01/13 (c)		20,345,000		20,428,497
Sanofi-Aventis SA, 1.20%, 09/30/14		1,025,000		1,033,542
				29,933,732
Total Corporate Bonds (cost $200,040,934)				200,040,934
Municipal Bonds 9.0%
Illinois 1.6%
Illinois State, GO, 0.19%, 11/01/13 (b)(c)		20,000,000		20,000,000
Massachusetts 0.9%
Amherst College, RB, 0.08%, 11/07/13 (c)		10,550,000		10,550,000
Other Territories 5.7%
BlackRock Investment Quality Municipal Trust, Inc., 0.15%, 11/01/13 (b)(c)		32,100,000		32,100,000
BlackRock MuniYield Investment Quality Fund, 0.15%, 11/01/13 (b)(c)		38,405,000		38,405,000
				70,505,000
Texas 0.8%
Texas Utilities Electric Co., RB, 0.23%, 11/06/13 (c)		10,000,000		10,000,000
Total Municipal Bonds (cost $111,055,000)				111,055,000

206

Statement of Investments (Continued)

October 31, 2013

Nationwide Money Market Fund (Continued)

Mutual Fund 6.5%
	Shares		Market Value
Asset Management 6.5%
Federated Prime Obligations Fund, Institutional Shares, 0.03% (d)		80,974,914	$	80,974,914
Total Mutual Fund (cost $80,974,914)				80,974,914
Repurchase Agreement 3.8%
	Principal Amount		Market Value
ING Financial Markets LLC, 0.10%, dated 10/31/2013, due 11/01/2013, repurchase price $47,434,132, collateralized by U.S. Government Agency Securities, ranging from 0.49%-5.86%, maturing 02/25/33-03/15/41; total market value $48,857,632.	$	47,434,000		47,434,000
Total Repurchase Agreement (cost $47,434,000)				47,434,000
U.S. Treasury Bill 8.1%
U.S. Treasury Bill, 0.17%, 11/14/13		100,000,000		99,993,861
Total U.S. Treasury Bill (cost $99,993,861)				99,993,861
Total Investments (cost $1,242,685,984) (e) — 100.3%				1,242,685,984
Liabilities in excess of other assets — (0.3)%				(3,344,834	)
NET ASSETS — 100.0%			$	1,239,341,150

(a) Illiquid security.

(b) Rule 144A, Section 4(2), or other security which is restricted as to sale to institutional investors. These securities were deemed liquid pursuant to procedures approved by the Board of Trustees. The aggregate value of these securities at October 31, 2013 was $597,259,961 which represents 48.19% of net assets.

(c) Variable Rate Security. The rate reflected in the Statement of Investments is the rate in effect on October 31, 2013. The maturity date represents the actual maturity date.

(d) Represents 7-day effective yield as of October 31, 2013.

(e) See notes to financial statements for tax unrealized appreciation/(depreciation) of securities.

BV Private Limited Liability Company

GO General Obligation

LLC Limited Liability Company

Ltd. Limited

PLC Public Limited Company

RB Revenue Bond

SA Stock Company

SE European Public Limited Liability Company

The accompanying notes are an integral part of these financial statements.

207

Statement of Assets and Liabilities

October 31, 2013

	Nationwide Money Market Fund
Assets:
Investments, at value (cost $1,195,251,984)	$	1,195,251,984
Repurchase agreement, at value and cost		47,434,000
Total Investments		1,242,685,984
Cash		2,987
Interest and dividends receivable		1,576,837
Receivable for capital shares issued		243,571
Prepaid expenses		624,013
Total Assets		1,245,133,392
Liabilities:
Payable for capital shares redeemed		4,684,859
Accrued expenses and other payables:
Investment advisory fees		675,695
Fund administration fees		74,200
Distribution fees		438
Administrative servicing fees		242,365
Accounting and transfer agent fees		26,184
Trustee fees		55
Custodian fees		3,108
Compliance program costs (Note 3)		447
Professional fees		27,230
Printing fees		56,266
Other		1,395
Total Liabilities		5,792,242
Net Assets	$	1,239,341,150
Represented by:
Capital	$	1,240,966,034
Accumulated net realized losses from investment transactions		(1,624,884	)
Net Assets	$	1,239,341,150
Net Assets:
Prime Shares	$	478,966,485
Institutional Class Shares		756,427,752
Service Class Shares		3,946,913
Total	$	1,239,341,150
Shares Outstanding (unlimited number of shares authorized):
Prime Shares		479,616,557
Institutional Class Shares		757,666,755
Service Class Shares		3,953,560
Total		1,241,236,872
Net asset value and redemption price per share (Net assets by Class divided by shares outstanding by class, respectively):
Prime Shares	$	1.00
Institutional Class Shares	$	1.00
Service Class Shares	$	1.00

The accompanying notes are an integral part of these financial statements.

208

Statement of Operations

For the Year Ended October 31, 2013

	Nationwide Money Market Fund
INVESTMENT INCOME:
Interest income	$	3,236,859
Dividend income		55,660
Total Income		3,292,519
EXPENSES:
Investment advisory fees		5,472,824
Fund administration fees		665,386
Distribution fees Service Class		5,959
Administrative servicing fees Prime Class		750,135
Administrative servicing fees Service Class		9,917
Registration and filing fees		40,249
Professional fees		64,862
Printing fees		81,348
Trustee fees		46,846
Custodian fees		46,360
Accounting and transfer agent fees		261,967
Compliance program costs (Note 3)		4,151
Other		30,834
Total expenses before earnings credit and fees waived		7,480,838
Earnings credit (Note 5)		(5,544	)
Distribution fees voluntarily waived — Service Class (Note 3)		(5,959	)
Investment advisory fees waived (Note 3)		(4,978	)
Investment advisory fees voluntarily waived (Note 3)		(3,411,786	)
Administrative servicing fees voluntarily waived — Prime Class (Note 3)		(750,135	)
Administrative servicing fees voluntarily waived — Service Class (Note 3)		(9,917	)
Net Expenses		3,292,519
NET INVESTMENT INCOME		–
REALIZED/UNREALIZED GAINS FROM INVESTMENTS:
Net realized gains from investment transactions		8,928
Net realized/unrealized gains from investments		8,928
CHANGE IN NET ASSETS RESULTING FROM OPERATIONS	$	8,928

Amount designated as “–“ is zero or has been rounded to zero.

The accompanying notes are an integral part of these financial statements.

209

Statements of Changes in Net Assets

	Nationwide Money Market Fund
	Year Ended October 31, 2013			Year Ended October 31, 2012
Operations:
Net investment income	$	–		$	–
Net realized gains from		8,928			5,247
Change in net assets resulting from operations		8,928			5,247
Change in net assets from capital transactions		(253,686,956	)		(324,841,880	)
Change in net assets		(253,678,028	)		(324,836,633	)
Net Assets:
Beginning of year		1,493,019,178			1,817,855,811
End of year	$	1,239,341,150		$	1,493,019,178
CAPITAL TRANSACTIONS:
Prime Shares
Proceeds from shares issued	$	287,846,721		$	182,505,637
Dividends reinvested		–			–
Cost of shares redeemed		(310,452,560	)		(237,729,609	)
Total Prime Class Shares		(22,605,839	)		(55,223,972	)
Institutional Class Shares
Proceeds from shares issued		297,352,004			204,698,733
Dividends reinvested		–			–
Cost of shares redeemed		(528,374,499	)		(473,723,564	)
Total Institutional Class Shares		(231,022,495	)		(269,024,831	)
Service Class Shares
Proceeds from shares issued		1,187,971			3,756,652
Dividends reinvested		–			–
Cost of shares redeemed		(1,246,593	)		(4,349,729	)
Total Service Class Shares		(58,622	)		(593,077	)
Change in net assets from capital transactions	$	(253,686,956	)	$	(324,841,880	)
SHARE TRANSACTIONS:
Prime Shares
Issued		287,846,721			182,505,639
Reinvested		–			–
Redeemed		(310,452,560	)		(237,729,609	)
Total Prime Class Shares		(22,605,839	)		(55,223,970	)
Institutional Class Shares
Issued		297,352,004			204,698,744
Reinvested		–			–
Redeemed		(528,374,499	)		(473,723,564	)
Total Institutional Class Shares		(231,022,495	)		(269,024,820	)
Service Class Shares
Issued		1,187,971			3,756,652
Reinvested		–			–
Redeemed		(1,246,593	)		(4,349,728	)
Total Service Class Shares		(58,622	)		(593,076	)
Total change in shares		(253,686,956	)		(324,841,866	)

Amounts designated as “–” are zero or have been rounded to zero.

The accompanying notes are an integral part of these financial statements.

210

Financial Highlights

Selected data for each share of capital outstanding throughout the periods indicated

Nationwide Money Market Fund

			Operations				Distributions									Ratios/Supplemental Data
	Net Asset Value, Beginning of Period		Net Investment Income		Total from Operations		Net Investment Income		Total Distributions		Net Asset Value, End of Period		Total Return			Net Assets at End of Period		Ratio of Expenses to Average Net Assets		Ratio of Net Investment Income to Average Net Assets			Ratio of Expenses (Prior to Reimbursements) to Average Net Assets (a)
Prime Shares
Year Ended October 31, 2013 (b)	$	1.00		–		–		–		–	$	1.00		–		$	478,966,485		0.23%		–			0.63%
Year Ended October 31, 2012 (b)	$	1.00		–		–		–		–	$	1.00		–		$	501,569,163		0.30%		–			0.61%
Year Ended October 31, 2011 (b)	$	1.00		–		–		–		–	$	1.00		–		$	556,791,477		0.28%		–			0.58%
Year Ended October 31, 2010 (b)	$	1.00		–		–		–		–	$	1.00		–		$	616,494,107		0.32%		–			0.61%
Year Ended October 31, 2009 (b)	$	1.00		–		–		–		–	$	1.00		0.19	%	$	597,178,079		0.58%		0.20	%		0.70%
Institutional Class Shares
Year Ended October 31, 2013 (b)	$	1.00		–		–		–		–	$	1.00		–		$	756,427,752		0.23%		–			0.48%
Year Ended October 31, 2012 (b)	$	1.00		–		–		–		–	$	1.00		–		$	987,444,505		0.30%		–			0.47%
Year Ended October 31, 2011 (b)	$	1.00		–		–		–		–	$	1.00		–		$	1,256,465,761		0.27%		–			0.45%
Year Ended October 31, 2010 (b)	$	1.00		–		–		–		–	$	1.00		–		$	1,358,498,485		0.32%		–			0.49%
Year Ended October 31, 2009 (b)	$	1.00		–		–		–		–	$	1.00		0.21	%	$	1,609,662,042		0.56%		0.23	%		0.61%
Service Class Shares
Year Ended October 31, 2013 (b)	$	1.00		–		–		–		–	$	1.00		–		$	3,946,913		0.23%		–			0.88%
Year Ended October 31, 2012 (b)	$	1.00		–		–		–		–	$	1.00		–		$	4,005,510		0.30%		–			0.87%
Year Ended October 31, 2011 (b)	$	1.00		–		–		–		–	$	1.00		–		$	4,598,573		0.28%		–			0.85%
Year Ended October 31, 2010 (b)	$	1.00		–		–		–		–	$	1.00		–		$	6,639,697		0.32%		–			0.89%
Year Ended October 31, 2009 (b)	$	1.00		–		–		–		–	$	1.00		0.15	%	$	9,285,856		0.63%		0.18	%		0.97%

Amounts designated as “–” are zero or have been rounded to zero.

(a) During the period, certain fees may have been waived and/or reimbursed. If such waivers/reimbursements had not occurred, the ratios would have been as indicated.

(b) Per share calculations were performed using average shares method.

The accompanying notes are an integral part of these financial statements.

211

Fund Commentary Nationwide Short Duration Bond Fund

For the annual period ended October 31, 2013, the Nationwide Short Duration Bond Fund (Service Class) registered -0.10% versus 0.77% for its benchmark, the Barclays U.S. 1-3 Year Government/Credit Bond Index. For broader comparison, the median return for the Fund’s closest Lipper peer category of Short Investment Grade Debt Funds (consisting of 276 funds as of October 31, 2013) was 0.63% for the same time period.

This fund experienced a management change on June 16, 2013. For the period from November 1, 2012, through June 16, 2013, the Nationwide Short Duration Bond Fund registered -0.25%, compared with the benchmark return of 0.42%. Performance during the period was impacted by the rising interest rate environment, with relative performance impacted by a longer duration than the benchmark.

For the period from June 17, 2013, through October 31, 2013, the Fund returned 0.15%, compared with the benchmark return of 0.38%.

Market Environment

Interest rates increased modestly during the period of June 17, 2013*, to October 31, 2013, continuing a sharp rise that began six weeks earlier. Short-term interest rates rose less than 10 basis points, while rates beyond five years increased between 25 and 35 basis points. Ten-year Treasury yields finished 37 basis points higher, while 30-year yields added 29 basis points. As a result, the five-year Treasury registered -0.7% for the period, while 10-year and 30-year returns were -2.4% and -4.1%, respectively. Investment-grade corporate bonds advanced 0.3% as spreads narrowed 12 basis points on average. High-yield securities performed even better, returning 3.1% for the period, and significantly outperformed Treasurys as spreads continued to narrow.

Agency mortgage-backed securities gained 0.7% for the period June 17, 2013*, to October 31, 2013outperforming equivalent duration Treasurys by 98 basis points as option-adjusted spreads narrowed by 12 basis points. At 41 basis points, agency mortgage spreads are below long-term averages, supported for the time being by the

Federal Reserve’s low interest rate policy and continued purchases of $40 billion of agency mortgage-backed securities each month. The Federal Reserve’s decision not to begin reducing U.S. Treasury and agency mortgage bond purchases in September surprised the market, resulting in strong gains for mortgages. The Fed also continues to reinvest principal payments and maturities into agency mortgage-backed securities, which approximates an additional $25 billion to $30 billion per month.

Portfolio Performance and Return Drivers

Performance was negatively impacted by the Fund’s yield curve positioning and the overweight to asset-backed securities, which lagged the performance of other sectors. Performance was enhanced by the Fund’s overweight to both corporate bonds and mortgage-backed securities, while the slightly defensive duration posture was a small positive contributor.

Outlook and Positioning

Going forward, the investment team’s near-term outlook is for a continuation of the present environment of very low interest rates and, consequently, the continued search for yield by investors. Although the Fed is having an intense debate internally about its bond purchase program, it’s unlikely that purchases will be reduced at either of the next two Fed meetings in the remainder of this year. The Fed is concerned over the negative effects of continued quantitative easing, such as the misallocation of capital and speculation in the credit markets, but the Fed’s initial attempts at winding down the program caused so much panic that it was forced to delay any action. At the same time, the Fed is also trying to convince investors that a reduction in bond purchases is not the same thing as a tightening of policy, and that any need to raise short-term interest rates is still far in the future.

Against this backdrop, the team will remain short duration versus their benchmark to protect against a spike in rates, while maintaining an overweight to corporate bonds, mortgage-backed and asset-backed securities. These sectors of the fixed-income market currently offer better relative value than extraordinarily

212

Fund Commentary (con’t.) Nationwide Short Duration Bond Fund

low-yielding Treasurys. Additions to the portfolio included Citigroup, Mylan and Merck corporate bonds, while sales included AutoZone, Medco Health, and several Treasury positions.

The portfolio does not hold any derivatives.

Subadviser:

HighMark Capital Management, Inc.*

Portfolio Managers:

E. Jack Montgomery, Jeffrey Klein, Gregory Lugosi and David Wines

*HighMark Capital Management, Inc. became subadviser for the Fund on June 17, 2013.

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

A description of the benchmarks can be found on the Market Index Definitions page at the back of this book.

213

Fund Overview Nationwide Short Duration Bond Fund

Objective

The Fund seeks to provide a high level of current income while preserving capital and minimizing fluctuations in share value.

Highlights

Ÿ The Nationwide Short Duration Bond Fund Service Class registered -0.10% for the annual period, underperforming the Barclays U.S. 1-3 Year Government/Credit Bond Index by 0.87% and the Lipper peer category median by 0.73%.

Ÿ Performance was negatively impacted by the Fund’s yield curve positioning and the overweight to asset-backed securities, which lagged the performance of other sectors.

Ÿ Performance was enhanced by the Fund’s overweight to both corporate bonds and mortgage-backed securities, while the slightly defensive duration posture was a small positive contributor.

Asset Allocation†

Corporate Bonds	48.1%
Collateralized Mortgage Obligations	14.5%
Asset-Backed Securities	13.5%
Commercial Mortgage Backed Securities	12.6%
U.S. Government Mortgage Backed Agencies	8.5%
Municipal Bond	0.8%
Yankee Dollar	0.5%
Mutual Fund	0.4%
Other assets in excess of liabilities	1.1%
	100.0%

Top Industries††

Diversified Financial Services	8.1%
Commercial Banks	7.7%
Automobiles	5.6%
Pharmaceuticals	4.1%
Diversified Telecommunication Services	3.7%
Consumer Finance	3.3%
Media	3.1%
Gas Utilities	2.5%
Insurance	2.5%
Software	2.0%
Other Industries	57.4%
	100.0%

Top Holdings††

Morgan Stanley Bank of America Merrill Lynch Trust, 1.31%, 08/15/46	2.3%
Oracle Corp., 0.82%, 01/15/19	2.0%
Mylan, Inc., 7.88%, 07/15/20	1.8%
Bank of America Corp., 1.28%, 01/15/19	1.8%
AT&T, Inc., 0.88%, 02/13/15	1.8%
Citigroup, Inc., 5.00%, 09/15/14	1.7%
Verizon Communications, Inc., 2.00%, 09/14/18	1.6%
Time Warner Cable, Inc., 3.50%, 02/01/15	1.6%
American International Group, Inc., 4.25%, 09/15/14	1.6%
Merck & Co., Inc., 0.62%, 05/18/18	1.5%
Other Holdings	82.3%
	100.0%

† Percentages indicated are based upon net assets as of October 31, 2013.

†† Percentages indicated are based upon total investments as of October 31, 2013.

214

Fund Performance Nationwide Short Duration Bond Fund

Average Annual Total Return

(For periods ended October 31, 2013)		1 Yr.		5 Yr.		10 Yr.
Class A	w/o SC1		(0.19)%		2.13%		2.49%
	w/SC2		(2.39)%		1.66%		2.26%
Class C3	w/o SC1		(0.54)%		1.65%		2.08%
	w/SC4		(1.29)%		1.65%		2.08%
Institutional Class5			0.20%		2.40%		2.78%
Service Class5			(0.10)%		2.05%		2.41%

Expense Ratios

	Gross Expense Ratio*	Net Expense Ratio*
Class A	0.92%		0.83%
Class C	1.39%		1.30%
Institutional Class	0.64%		0.55%
Service Class	0.98%		0.89%

*Current effective prospectus dated March 1, 2013. The difference between gross and net operating expenses reflects contractual waivers in place through February 28, 2014. Please see the Fund’s most recent prospectus for details.

All figures showing the effect of a sales charge (SC) reflect the maximum charge possible, because it has the most significant effect on performance data.

¹  These returns do not reflect the effects of SCs.

²  Prior to October 29, 2013, a 4.25% front-end sales charge was deducted. Effective October 29, 2013, a 2.25% front-end sales charge was deducted.

³  These returns for the period prior to the creation of Class C shares (02/28/05) include the performance of the Fund’s Class A shares. Excluding the effects of any fee waivers or reimbursements, such performance is substantially similar to what Class C shares would have produced because Class C shares invest in the same portfolio of securities as Class A shares. The performance for Class C has been restated to reflect differences in SCs, but does not reflect the differing levels of other fees (primarily Rule 12b-1 fees) applicable to the class. If these other fees were reflected, the performance for Class C shares would have been lower.

⁴  A 0.75% contingent deferred sales charge was deducted from the one year return because it is charged when you sell Class C shares within the first year after purchase.

⁵  Not subject to any SCs.

215

Fund Performance (con’t.) Nationwide Short Duration Bond Fund

Performance of a $10,000 Investment

Investment return and principal value will fluctuate, and when redeemed, shares may be worth more or less than original cost. Past performance is no guarantee of future results and does not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares. Investing in mutual funds involves market risk, including loss of principal. Performance returns assume the reinvestment of all distributions.

Comparative performance of $10,000 invested in Service Class shares of the Nationwide Short Duration Bond Fund versus the Barclays U.S. 1-3 Year Government/Credit Bond Index and the Consumer Price Index (CPI) over the 10-year period ended 10/31/13. Unlike the Fund, the returns for these unmanaged indexes do not reflect any fees or expenses. Investors cannot invest directly in market indexes. A description of the benchmarks can be found on the Market Index Definitions page at the back of this book.

216

Shareholder Expense Example Nationwide Short Duration Bond Fund

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, including sales charges (loads) paid on purchase payments and redemption fees; and (2) ongoing costs, including investment advisory fees, administration fees, distribution fees and other Fund expenses. The examples below are intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds. Per Securities and Exchange Commission (“SEC”) requirements, the examples assume that you had a $1,000 investment in the Class at the beginning of the reporting period (May 1, 2013) and continued to hold your shares at the end of the reporting period (October 31, 2013).

Actual Expenses

For each Class of the Fund in the table below, the first line provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid from May 1, 2013 through October 31, 2013. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line of each Class under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.

Hypothetical Expenses for Comparison Purposes

The second line of each Class in the table below provides information about hypothetical account values and hypothetical expenses based on the Class’ actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Class’ actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period from May 1, 2013 through October 31, 2013. You may use this information to compare the ongoing costs of investing in the Class of the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transaction costs, such as sales charges (loads) or redemption fees. If these transaction costs were included, your costs would have been higher. Therefore, the second line for each Class in the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. The examples also assume all dividends and distributions are reinvested.

Schedule of Shareholder Expenses

Expense Analysis of a $1,000 Investment

Nationwide Short Duration Bond Fund October 31, 2013			Beginning Account Value ($) 05/01/13	Ending Account Value ($) 10/31/13	Expenses Paid During Period ($) 05/01/13 - 10/31/13	Expense Ratio During Period (%) 05/01/13 - 10/31/13
Class A Shares	Actual	a	1,000.00	998.40	4.28	0.85
	Hypothetical	a,b	1,000.00	1,020.92	4.33	0.85
Class C Shares	Actual	a	1,000.00	996.10	6.54	1.30
	Hypothetical	a,b	1,000.00	1,018.65	6.61	1.30
Institutional Class Shares	Actual	a	1,000.00	999.90	2.77	0.55
	Hypothetical	a,b	1,000.00	1,022.43	2.80	0.55
Service Class Shares	Actual	a	1,000.00	998.30	4.33	0.86
	Hypothetical	a,b	1,000.00	1,020.87	4.38	0.86

a Expenses are equal to the Fund’s annualized expense ratio multiplied by the average account value from May 1, 2013 through October 31, 2013 multiplied to reflect one-half year period. The expense ratio presented represents a six-month, annualized ratio in accordance with Securities and Exchange Commission guidelines.

b Represents the hypothetical 5% return before expenses.

217

Statement of Investments

October 31, 2013

Nationwide Short Duration Bond Fund

Asset-Backed Securities 13.5%
	Principal Amount		Market Value
Automobiles 4.8%
Ally Auto Receivables Trust Series 2012-4, Class A3, 0.59%, 01/17/17	$	145,000	$	145,050
Series 2012-SN1, Class A3, 0.57%, 08/20/15		240,000		240,030
Capital Auto Receivables Asset Trust, Series 2013-1, Class A2, 0.62%, 07/20/16		600,000		599,472
Ford Credit Auto Owner Trust, Series 2011-A, Class A4, 1.65%, 05/15/16		924,931		930,138
Harley-Davidson Motorcycle Trust, Series 2012-1, Class A3, 0.68%, 04/15/17		145,000		145,166
Honda Auto Receivables Owner Trust, Series 2012-1, Class A3, 0.77%, 01/15/16		132,019		132,273
Mercedes-Benz Auto Receivables Trust, Series 2011-1, Class A4, 1.22%, 12/15/17		515,000		517,311
Porsche Innovative Lease Owner Trust, Series 2012-1, Class A3, 0.54%, 12/21/15 (a)		660,000		659,864
Toyota Auto Receivables Owner Trust, Series 2011-A, Class A4, 1.56%, 05/15/15		600,000		603,451
USAA Auto Owner Trust, Series 2012-1, Class A3, 0.43%, 08/15/16		225,000		224,963
World Omni Auto Receivables Trust, Series 2011-A, Class A4, 1.91%, 04/15/16		695,000		700,777
				4,898,495
Other 8.7%
CenterPoint Energy Restoration Bond Co. LLC, Series 2009-1, Class A1, 1.83%, 02/15/16		89,574		90,417
CenterPoint Energy Transition Bond Co. IV LLC, Series 2012-1, Class A1, 0.90%, 04/15/18		422,014		422,934
Cleco Katrina/Rita Hurricane Recovery Funding LLC, Series 2008-A, Class A1, 4.41%, 03/01/20		860,705		908,499
CNH Equipment Trust, Series 2012-C, Class A3, 0.57%, 12/15/17		395,000		394,701
Consumers Funding LLC, Series 2001-1, Class A6, 5.76%, 10/20/16		512,293		542,858

Asset-Backed Securities (continued)
	Principal Amount		Market Value
Other (continued)
Entergy Gulf States Reconstruction Funding LLC, Series 2007-A, Class A2, 5.79%, 10/01/18	$	1,001,377	$	1,106,956
Entergy Texas Restoration Funding LLC, Series 2009-A, Class A1, 2.12%, 02/01/16		296,146		299,181
GE Equipment Midticket LLC Series 2010-1, Class A4, 1.47%, 07/14/15 (a)		252,616		252,965
Series 2012-1, Class A3, 0.60%, 05/23/16		305,000		304,689
GE Equipment Small Ticket LLC, Series 2011-1A, Class A3, 1.45%, 01/21/18 (a)		103,949		104,044
GE Equipment Transportation LLC
Series 2011-1, Class A4, 1.33%, 05/20/19		606,726		607,453
Series 2013-1, Class A3, 0.69%, 11/25/16		1,000,000		998,087
Oncor Electric Delivery Transition Bond Co. LLC, Series 2004-1, Class A3, 5.29%, 05/15/18		636,182		673,462
PSE&G Transition Funding LLC, Series 2001-1, Class A8, 6.89%, 12/15/17		1,200,000		1,310,613
Volvo Financial Equipment LLC, Series 2012-1A, Class A4, 1.09%, 08/15/17 (a)		710,000		712,931
				8,729,790
Total Asset-Backed Securities (cost $13,722,266)				13,628,285
Collateralized Mortgage Obligations 14.5%
FDIC Trust, Series 2013-R2, Class A, 1.25%, 03/25/33 (a)		443,175		442,676
Federal Home Loan Mortgage Corp. REMICS Series 3758, Class CD, 1.50%, 08/15/17		119,844		120,719
Series 3840, Class BA, 2.00%, 02/15/18		237,018		239,582
Series 3728, Class CA, 1.50%, 10/15/18		214,985		215,884
Series 3756, Class DA, 1.20%, 11/15/18		331,226		329,952
Series 3846, Class CK, 1.50%, 09/15/20		454,175		456,193
Series 3728, Class EA, 3.50%, 09/15/20		131,618		133,278

218

Statement of Investments (Continued)

October 31, 2013

Nationwide Short Duration Bond Fund (Continued)

Collateralized Mortgage Obligations (continued)
	Principal Amount		Market Value
Federal Home Loan Mortgage Corp. REMICS (continued)
Series 3755, Class AL, 1.50%, 11/15/20	$	244,577	$	243,959
Series 3645, Class EH, 3.00%, 12/15/20		131,519		135,395
Series 3815, Class DE, 3.00%, 10/15/21		193,314		198,652
Series 3852, Class EA, 4.50%, 12/15/21		239,857		252,888
Series 4060, Class EA, 1.75%, 06/15/22		893,236		884,924
Series 3627, Class QG, 4.00%, 07/15/23		165,903		170,442
Series 3501, Class AC, 4.00%, 08/15/23		134,529		139,879
Series 3585, Class LA, 3.50%, 10/15/24		396,290		412,073
Series 3609, Class LE, 3.00%, 12/15/24		223,988		230,258
Series 3609, Class LC, 3.50%, 12/15/24		355,536		368,826
Series 3718, Class BC, 2.00%, 02/15/25		279,642		281,946
Series 3721, Class PE, 3.50%, 09/15/40		497,523		521,491
Federal National Mortgage Association REMICS Series 2011-69, Class AB, 1.50%, 05/25/18		434,371		435,991
Series 2011-69, Class AC, 2.00%, 05/25/18		260,623		263,291
Series 2010-30, Class DB, 2.00%, 08/25/18		134,869		136,912
Series 2010-95, Class BK, 1.50%, 02/25/20		316,080		317,391
Series 2011-47, Class MA, 2.50%, 01/25/22		228,809		233,717
Series 2012-99, Class TC, 1.50%, 09/25/22		1,173,542		1,151,319
Series 2010-50, Class AD, 3.00%, 01/25/24		73,272		74,920
Series 2010-57, Class AQ, 3.00%, 08/25/24		22,885		23,393
Series 2009-76, Class MA, 4.00%, 09/25/24		485,863		501,942
Series 2012-93, Class DP, 1.50%, 09/25/27		837,948		831,770
Series 2012-100, Class WA, 1.50%, 09/25/27		877,443		840,484
Series 2006-27, Class BF, 0.47%, 04/25/36 (b)		772,792		775,984
Series 2010-66, Class QA, 4.50%, 08/25/39		206,495		217,106

Collateralized Mortgage Obligations (continued)
	Principal Amount		Market Value
Government National Mortgage Association
Series 2004-76, Class QA, 4.00%, 01/20/34	$	296,408	$	307,420
Series 2009-66, Class LG, 2.25%, 05/16/39		441,103		446,637
Series 2009-104, Class KE, 2.50%, 08/16/39		304,079		310,192
Series 2010-4, Class JC, 3.00%, 08/16/39		351,337		360,967
Series 2009-88, Class QE, 3.00%, 09/16/39		918,631		949,786
Series 2011-39, Class NE, 3.50%, 09/16/39		616,516		643,839
Total Collateralized Mortgage Obligations (cost $14,767,775)				14,602,078
Commercial Mortgage Backed Securities 12.6%
Banc of America Merrill Lynch Commercial Mortgage, Inc., Series 2005-3, Class A4, 4.67%, 07/10/43		400,000		418,533
CFCRE Commercial Mortgage Trust Series 2011-C2, Class A1, 1.56%, 12/15/47		329,478		331,707
Series 2011-C2, Class A2, 3.06%, 12/15/47		630,000		655,705
Citigroup Commercial Mortgage Trust, Series 2012-GC8, Class A1, 0.69%, 09/10/45		323,863		321,803
COMM Mortgage Trust, Series 2012-CR2, Class A2, 2.03%, 08/15/45		700,000		709,009
Commercial Mortgage Pass Through Certificates Series 2012-CR1, Class A1, 1.12%, 05/15/45		147,351		147,454
Series 2012-CR3, Class A1, 0.67%, 10/15/45		249,601		247,950
Series 2012-LC4, Class A1, 1.16%, 12/10/44		90,696		90,855
FDIC Commercial Mortgage Trust, Series 2012-C1, Class A, 0.84%, 05/25/35 (a)(b)		376,498		379,145
Federal National Mortgage Association-ACES Series 2012-M8, Class AB1, 1.36%, 05/25/22		191,157		188,439
Series 2012-M8, Class ASQ2, 1.52%, 12/25/19		115,000		115,019
Series 2012-M8, Class A1, 1.54%, 05/25/22		63,725		63,578
Series 2012-M9, Class AB1, 1.37%, 04/25/22		718,632		711,918

219

Statement of Investments (Continued)

October 31, 2013

Nationwide Short Duration Bond Fund (Continued)

Commercial Mortgage Backed Securities (continued)
	Principal Amount		Market Value
GS Mortgage Securities Corp. II Series 2006-GG6, Class A2, 5.51%, 04/10/38 (b)	$	280,263	$	283,291
Series 2011-GC5, Class A1, 1.47%, 08/10/44		288,103		289,038
Series 2012-GC6, Class A1, 1.28%, 01/10/45		199,144		199,902
Series 2012-GCJ7, Class A1, 1.14%, 05/10/45		297,868		297,839
JPMorgan Chase Commercial Mortgage Securities Corp. Series 2007-C1, Class A3, 5.79%, 02/15/51		275,000		280,311
Series 2012-C6, Class A1, 1.03%, 05/15/45		73,119		73,109
Series 2012-C8, Class A1, 0.71%, 10/15/45		311,214		309,433
Series 2012-CBX, Class A1, 0.96%, 06/15/45		208,763		208,773
LB-UBS Commercial Mortgage Trust, Series 2005-C1, Class A4, 4.74%, 02/15/30		390,000		402,425
Morgan Stanley Bank of America Merrill Lynch Trust Series 2012-C6, Class A1, 0.66%, 11/15/45		249,141		247,482
Series 2013-C11, Class A1, 1.31%, 08/15/46		2,283,967		2,290,347
UBS-Barclays Commercial Mortgage Trust Series 2012-C2, Class A1, 1.01%, 05/10/63		210,404		210,343
Series 2012-C3, Class A1, 0.73%, 08/10/49		807,678		803,347
Series 2013-C5, Class A1, 0.78%, 03/10/46		442,230		439,391
Wachovia Bank Commercial Mortgage Trust, Series 2005-C21, Class A4, 5.24%, 10/15/44 (b)		343,273		364,787
Wells Fargo Commercial Mortgage Trust, Series 2012-LC5, Class A1, 0.69%, 10/15/45		764,972		760,201
WF-RBS Commercial Mortgage Trust Series 2012-C6, Class A1, 1.08%, 04/15/45		276,840		276,679
Series 2012-C9, Class A1, 0.67%, 11/15/45		522,136		518,615
Total Commercial Mortgage Backed Securities (cost $12,723,680)				12,636,428

Corporate Bonds 48.1%
	Principal Amount		Market Value
Airlines 0.8%
Delta Air Lines Pass Through Trust, Series 2011-1, Class A, 5.30%, 04/15/19	$	773,446	$	840,155
Automobiles 0.7%
General Motors Co., 3.50%, 10/02/18 (a)		700,000		714,000
Beverages 0.7%
Anheuser-Busch InBev Worldwide, Inc. 5.38%, 11/15/14		350,000		367,435
3.63%, 04/15/15		350,000		365,881
				733,316
Capital Markets 0.3%
Morgan Stanley, 6.00%, 05/13/14		310,000		318,384
Chemicals 1.5%
Dow Chemical Co. (The), 2.50%, 02/15/16		1,000,000		1,034,924
Ecolab, Inc. 2.38%, 12/08/14		371,000		377,789
1.00%, 08/09/15		100,000		100,263
				1,512,976
Commercial Banks 7.6%
Bank of New York Mellon Corp. (The), 2.50%, 01/15/16		445,000		462,745
Bank of Nova Scotia, 0.75%, 10/09/15		165,000		165,097
BB&T Corp., 1.11%, 06/15/18 (b)		1,450,000		1,467,283
Canadian Imperial Bank of Commerce, 1.35%, 07/18/16		1,485,000		1,499,224
Capital One Financial Corp., 3.15%, 07/15/16		290,000		304,581
PNC Bank NA, 1.30%, 10/03/16		950,000		954,434
Wells Fargo & Co., 1.50%, 07/01/15		1,280,000		1,295,991
Westpac Banking Corp. 0.95%, 01/12/16		815,000		817,037
2.25%, 07/30/18		700,000		709,682
				7,676,074
Computers & Peripherals 1.4%
Hewlett-Packard Co. 1.55%, 05/30/14		700,000		703,817
3.00%, 09/15/16		650,000		673,008
				1,376,825

220

Statement of Investments (Continued)

October 31, 2013

Nationwide Short Duration Bond Fund (Continued)

Corporate Bonds (continued)
	Principal Amount		Market Value
Consumer Finance 3.3%
American Express Credit Corp., 1.75%, 06/12/15	$	590,000	$	600,243
American Honda Finance Corp. 1.45%, 02/27/15 (a)		365,000		369,289
1.00%, 08/11/15 (a)		245,000		246,334
Ford Motor Credit Co. LLC 3.88%, 01/15/15		940,000		973,035
2.50%, 01/15/16		350,000		358,930
1.70%, 05/09/16		470,000		473,859
PACCAR Financial Corp., 1.05%, 06/05/15		250,000		251,733
				3,273,423
Containers & Packaging 1.3%
Ball Corp., 7.38%, 09/01/19		1,206,000		1,305,495
Diversified Financial Services 8.0%
Bank of America Corp. 3.70%, 09/01/15		655,000		686,250
1.25%, 01/11/16		350,000		351,081
1.28%, 01/15/19 (b)		1,800,000		1,804,577
Citigroup, Inc. 5.00%, 09/15/14		1,600,000		1,655,715
2.25%, 08/07/15		630,000		642,899
General Electric Capital Corp. 2.15%, 01/09/15		600,000		612,187
1.63%, 07/02/15		695,000		706,050
0.86%, 12/11/15 (b)		295,000		297,188
JPMorgan Chase & Co., 3.45%, 03/01/16		1,250,000		1,316,087
				8,072,034
Diversified Telecommunication Services 3.7%
AT&T, Inc., 0.88%, 02/13/15		1,745,000		1,749,539
Telefonica Emisiones SAU, 4.95%, 01/15/15		300,000		312,747
Verizon Communications, Inc., 2.00%, 09/14/18 (b)		1,550,000		1,635,196
				3,697,482
Food & Staples Retailing 0.1%
Walgreen Co., 1.80%, 09/15/17		100,000		100,773
Gas Utilities 2.5%
Enterprise Products Operating LLC Series G, 5.60%, 10/15/14		662,000		693,090
1.25%, 08/13/15		275,000		276,934

Corporate Bonds (continued)
	Principal Amount		Market Value
Gas Utilities (continued)
Kinder Morgan Energy Partners LP 5.13%, 11/15/14	$	885,000	$	925,227
5.63%, 02/15/15		325,000		344,336
3.50%, 03/01/16		235,000		247,582
				2,487,169
Health Care Providers & Services 0.4%
McKesson Corp., 0.95%, 12/04/15		95,000		94,963
WellPoint, Inc., 1.25%, 09/10/15		300,000		302,474
				397,437
Insurance 2.4%
American International Group, Inc., 4.25%, 09/15/14		1,500,000		1,545,444
Metropolitan Life Global Funding I, 2.00%, 01/09/15 (a)		750,000		761,154
Prudential Financial, Inc., Series B, 5.10%, 09/20/14		125,000		129,908
				2,436,506
Machinery 1.0%
Caterpillar Financial Services Corp., 1.35%, 09/06/16		1,000,000		1,010,708
Media 3.1%
DIRECTV Holdings LLC/DIRECTV Financing Co., Inc., 4.75%, 10/01/14		1,475,000		1,529,015
Time Warner Cable, Inc., 3.50%, 02/01/15		1,500,000		1,547,187
				3,076,202
Metals & Mining 0.4%
Rio Tinto Finance USA PLC 1.13%, 03/20/15		225,000		226,308
1.63%, 08/21/17		200,000		199,504
				425,812
Office Electronics 1.4%
Xerox Corp. 8.25%, 05/15/14		1,235,000		1,283,972
4.25%, 02/15/15		130,000		135,317
				1,419,289
Oil, Gas & Consumable Fuels 1.5%
Petrohawk Energy Corp., 7.25%, 08/15/18		1,000,000		1,081,250
Valero Energy Corp., 4.50%, 02/01/15		425,000		444,076
				1,525,326

221

Statement of Investments (Continued)

October 31, 2013

Nationwide Short Duration Bond Fund (Continued)

Corporate Bonds (continued)
	Principal Amount		Market Value
Pharmaceuticals 4.0%
Actavis, Inc., 5.00%, 08/15/14	$	650,000	$	670,306
Merck & Co., Inc., 0.62%, 05/18/18 (b)		1,525,000		1,531,243
Mylan, Inc., 7.88%, 07/15/20 (a)		1,600,000		1,836,000
				4,037,549
Software 2.0%
Oracle Corp., 0.82%, 01/15/19 (b)		2,000,000		2,013,447
Total Corporate Bonds (cost $48,154,178)				48,450,382
Municipal Bond 0.8%
Louisiana 0.8%
Louisiana Public Facilities Authority, Series 2008-ELL, RB, 5.75%, 02/01/19		785,722		845,029
Total Municipal Bond (cost $859,780)				845,029
U.S. Government Mortgage Backed Agencies 8.5%
Federal Home Loan Mortgage Corp. Gold Pool Pool# G11723     5.50%, 07/01/20		127,075		136,368
Pool# J11719 4.00%, 02/01/25		231,204		244,300
Pool# J12604 4.00%, 07/01/25		601,636		635,713
Pool# G13908 4.00%, 10/01/25		150,090		158,592
Pool# J13543 3.50%, 11/01/25		270,922		285,241
Pool# J14965 3.50%, 04/01/26		176,887		186,235
Pool# J19197 3.00%, 05/01/27		1,112,698		1,154,294
Pool# G18437 3.00%, 06/01/27		1,200,643		1,245,526
Federal National Mortgage Association Pool Pool# AB4251     2.50%, 01/01/22		329,025		337,687
Pool# MA0979 3.00%, 02/01/22		657,972		686,706
Pool# AE5487 3.50%, 10/01/25		227,434		240,219
Pool# 255894 5.00%, 10/01/25		230,643		250,662
Pool# AB2130 3.50%, 01/01/26		197,272		208,360

U.S. Government Mortgage Backed Agencies (continued)
	Principal Amount		Market Value
Federal National Mortgage Association Pool (continued)
Pool# AE0705 4.00%, 01/01/26	$	207,209	$	219,892
Pool# AB2518 4.00%, 03/01/26		309,452		328,394
Pool# AP4568 2.50%, 09/01/27		882,550		893,237
Pool# MA1174 3.00%, 09/01/27		284,080		295,244
Government National Mortgage Association I Pool Pool# 723371,     4.50%, 11/15/24		509,218		544,426
Government National Mortgage Association II Pool Pool# G2 5080,     4.00%, 06/20/26		450,375		478,682
Total U.S. Government Mortgage Backed Agencies (cost $8,562,898)				8,529,778
Yankee Dollar 0.5%
Road & Rail 0.5%
Canadian National Railway Co., 5.80%, 06/01/16		450,000		504,881
Total Yankee Dollar (cost $494,130)				504,881
Mutual Fund 0.4%
	Shares		Market Value
Money Market Fund 0.4%
Fidelity Institutional Money Market Fund — Institutional Class, 0.08% (c)		376,334		376,334
Total Mutual Fund (cost $376,334)				376,334
Total Investments (cost $99,661,041) (d) — 98.9%				99,573,195
Other assets in excess of liabilities — 1.1%				1,132,431
NET ASSETS — 100.0%			$	100,705,626

(a) Rule 144A, Section 4(2), or other security which is restricted as to sale to institutional investors. These securities were deemed liquid pursuant to procedures approved by the Board of Trustees. The aggregate value of these securities at October 31, 2013 was $6,478,402 which represents 6.43% of net assets.

222

Statement of Investments (Continued)

October 31, 2013

Nationwide Short Duration Bond Fund (Continued)

(b) Variable Rate Security. The rate reflected in the Statement of Investments is the rate in effect on October 31, 2013. The maturity date represents the actual maturity date.

(c) Represents 7-day effective yield as of October 31, 2013.

(d) See notes to financial statements for tax unrealized appreciation/(depreciation) of securities.

ACES Alternative Credit Enhancement Services

FDIC Federal Deposit Insurance Corporation

LLC Limited Liability Company

LP Limited Partnership

NA National Association

PLC Public Limited Company

RB Revenue Bond

REMICS Real Estate Mortgage Investment Conduits

SAU Single Shareholder Corporation

The accompanying notes are an integral part of these financial statements.

223

Statement of Assets and Liabilities

October 31, 2013

	Nationwide Short Duration Bond Fund
Assets:
Investments, at value (cost $99,661,041)	$	99,573,195
Interest and dividends receivable		468,739
Receivable for investments sold		1,062,265
Receivable for capital shares issued		718,499
Prepaid expenses		28,557
Total Assets		101,851,255
Liabilities:
Distributions payable		8,627
Payable for capital shares redeemed		569,082
Cash overdraft (Note 2)		452,410
Accrued expenses and other payables:
Investment advisory fees		19,720
Fund administration fees		12,385
Distribution fees		22,678
Administrative servicing fees		8,608
Accounting and transfer agent fees		10,680
Trustee fees		903
Custodian fees		516
Compliance program costs (Note 3)		13
Professional fees		30,099
Printing fees		9,523
Other		385
Total Liabilities		1,145,629
Net Assets	$	100,705,626
Represented by:
Capital	$	102,287,395
Accumulated distributions in excess of net investment income		(86,399	)
Accumulated net realized losses from		(1,407,524	)
Net unrealized appreciation/(depreciation) from investments		(87,846	)
Net Assets	$	100,705,626
Net Assets:
Class A Shares	$	50,016,790
Class C Shares		8,161,062
Institutional Class Shares		12,387,979
Service Class Shares		30,139,795
Total	$	100,705,626
Shares Outstanding (unlimited number of shares authorized):
Class A Shares		4,961,215
Class C Shares		808,839
Institutional Class Shares		1,228,825
Service Class Shares		2,990,447
Total		9,989,326

224

Statement of Assets and Liabilities (Continued)

October 31, 2013

	Nationwide Short Duration Bond Fund
Net asset value and redemption price per share (Net assets by class divided by shares outstanding by class, respectively):
Class A Shares (a)	$	10.08
Class C Shares (b)	$	10.09
Institutional Class Shares	$	10.08
Service Class Shares	$	10.08
Maximum offering price per share (100%/(100%-maximum sales charge) of net asset value adjusted to the nearest cent):
Class A Shares	$	10.31
Maximum Sales Charge:
Class A Shares		2.25	%

(a) For Class A Shares, the redemption price per share is reduced by 0.50% on sales of shares of original purchases of $250,000 or more or that were not subject to a front-end sales charge made within 18 months of the purchase date.

(b) For Class C Shares, the redemption price per share is reduced by 1.00% for shares held less than one year.

The accompanying notes are an integral part of these financial statements.

225

Statement of Operations

For the Year Ended October 31, 2013

	Nationwide Short Duration Bond Fund
INVESTMENT INCOME:
Interest income	$	1,760,607
Dividend income		6,799
Total Income		1,767,406
EXPENSES:
Investment advisory fees		497,329
Fund administration fees		134,810
Distribution fees Class A		167,951
Distribution fees Class C		78,991
Distribution fees Service Class		110,176
Administrative servicing fees Class A		29,605
Administrative servicing fees Service Class		24,331
Registration and filing fees		59,073
Professional fees		50,948
Printing fees		26,286
Trustee fees		5,882
Custodian fees		5,583
Accounting and transfer agent fees		56,118
Compliance program costs (Note 3)		398
Other		8,248
Total expenses before earnings credit and expenses reimbursed		1,255,729
Earnings credit (Note 5)		(125	)
Expenses reimbursed by adviser (Note 3)		(63,905	)
Net Expenses		1,191,699
NET INVESTMENT INCOME		575,707
REALIZED/UNREALIZED GAINS (LOSSES) FROM INVESTMENTS:
Net realized gains from investment transactions		283,224
Net change in unrealized appreciation/(depreciation) from investments		(1,224,700	)
Net realized/unrealized losses from investments		(941,476	)
CHANGE IN NET ASSETS RESULTING FROM OPERATIONS	$	(365,769	)

The accompanying notes are an integral part of these financial statements.

226

Statements of Changes in Net Assets

	Nationwide Short Duration Bond Fund
	Year Ended October 31, 2013			Year Ended October 31, 2012
Operations:
Net investment income	$	575,707		$	727,182
Net realized gains from		283,224			287,799
Net change in unrealized appreciation/(depreciation) from investments		(1,224,700	)		550,326
Change in net assets resulting from operations		(365,769	)		1,565,307
Distributions to Shareholders From:
Net investment income:
Class A		(528,251	)		(701,566	)
Class C		(34,820	)		(52,860	)
Institutional Class		(215,885	)		(101,051	)
Service Class		(338,250	)		(314,268	)
Change in net assets from shareholder distributions		(1,117,206	)		(1,169,745	)
Change in net assets from capital transactions		(67,294,785	)		67,455,624
Change in net assets		(68,777,760	)		67,851,186
Net Assets:
Beginning of year		169,483,386			101,632,200
End of year	$	100,705,626		$	169,483,386
Accumulated distributions in excess of net investment income at end of year	$	(86,399	)	$	(88,252	)
CAPITAL TRANSACTIONS:
Class A Shares
Proceeds from shares issued	$	36,052,364		$	85,035,884
Dividends reinvested		403,126			448,508
Cost of shares redeemed		(69,352,377	)		(62,291,092	)
Total Class A Shares		(32,896,887	)		23,193,300
Class C Shares
Proceeds from shares issued		2,916,553			7,849,463
Dividends reinvested		27,863			35,171
Cost of shares redeemed		(6,628,701	)		(4,338,843	)
Total Class C Shares		(3,684,285	)		3,545,791
Institutional Class Shares
Proceeds from shares issued		28,734,711			30,840,816
Dividends reinvested		204,742			65,809
Cost of shares redeemed		(37,866,546	)		(12,580,946	)
Total Institutional Class Shares		(8,927,093	)		18,325,679
Service Class Shares
Proceeds from shares issued		34,990,131			44,535,916
Dividends reinvested		317,073			293,194
Cost of shares redeemed		(57,093,724	)		(22,438,256	)
Total Service Class Shares		(21,786,520	)		22,390,854
Change in net assets from capital transactions	$	(67,294,785	)	$	67,455,624

227

Statements of Changes in Net Assets (Continued)

	Nationwide Short Duration Bond Fund
	Year Ended October 31, 2013			Year Ended October 31, 2012
SHARE TRANSACTIONS:
Class A Shares
Issued		3,557,479			8,375,515
Reinvested		39,869			44,147
Redeemed		(6,849,978	)		(6,134,972	)
Total Class A Shares		(3,252,630	)		2,284,690
Class C Shares
Issued		287,487			772,294
Reinvested		2,756			3,460
Redeemed		(655,014	)		(426,813	)
Total Class C Shares		(364,771	)		348,941
Institutional Class Shares
Issued		2,832,774			3,036,450
Reinvested		20,243			6,477
Redeemed		(3,742,786	)		(1,238,410	)
Total Institutional Class Shares		(889,769	)		1,804,517
Service Class Shares
Issued		3,453,657			4,382,856
Reinvested		31,358			28,873
Redeemed		(5,645,559	)		(2,209,600	)
Total Service Class Shares		(2,160,544	)		2,202,129
Total change in shares		(6,667,714	)		6,640,277

The accompanying notes are an integral part of these financial statements.

228

Financial Highlights

Selected data for each share of capital outstanding throughout the periods indicated

Nationwide Short Duration Bond Fund

			Operations									Distributions											Ratios/Supplemental Data
	Net Asset Value, Beginning of Period		Net Investment Income (Loss)			Net Realized and Unrealized Gains (Losses) from Investments			Total from Operations			Net Investment Income			Total Distributions			Net Asset Value, End of Period		Total Return (a)			Net Assets at End of Period		Ratio of Expenses to Average Net Assets		Ratio of Net Investment Income (Loss) to Average Net Assets			Ratio of Expenses (Prior to Reimbursements) to Average Net Assets (b)		Portfolio Turnover (c)
Class A Shares
Year Ended October 31, 2013 (d)	$	10.18		0.04			(0.06	)		(0.02	)		(0.08	)		(0.08	)	$	10.08		(0.19%	)	$	50,016,790		0.84%		0.41%			0.89%		56.94%
Year Ended October 31, 2012 (d)	$	10.15		0.07			0.06			0.13			(0.10	)		(0.10	)	$	10.18		1.32%		$	83,578,550		0.83%		0.64%			0.90%		48.27%
Year Ended October 31, 2011 (d)	$	10.22		0.09			(0.05	)		0.04			(0.11	)		(0.11	)	$	10.15		0.43%		$	60,155,853		0.83%		0.92%			0.94%		89.14%
Year Ended October 31, 2010 (d)	$	10.21		0.16			0.10			0.26			(0.25	)		(0.25	)	$	10.22		2.57%		$	57,699,603		0.85%		1.61%			0.95%		65.72%
Year Ended October 31, 2009 (d)	$	9.85		0.09			0.56			0.65			(0.29	)		(0.29	)	$	10.21		6.68%		$	15,176,169		0.75%		0.91%			0.94%		29.05%
Class C Shares
Year Ended October 31, 2013 (d)	$	10.18		(0.01	)		(0.05	)		(0.06	)		(0.03	)		(0.03	)	$	10.09		(0.54%	)	$	8,161,062		1.30%		(0.05%	)		1.35%		56.94%
Year Ended October 31, 2012 (d)	$	10.15		0.02			0.07			0.09			(0.06	)		(0.06	)	$	10.18		0.84%		$	11,951,638		1.30%		0.17%			1.38%		48.27%
Year Ended October 31, 2011 (d)	$	10.23		0.05			(0.06	)		(0.01	)		(0.07	)		(0.07	)	$	10.15		(0.14%	)	$	8,374,376		1.30%		0.45%			1.41%		89.14%
Year Ended October 31, 2010 (d)	$	10.21		0.11			0.11			0.22			(0.20	)		(0.20	)	$	10.23		2.18%		$	6,731,059		1.30%		1.12%			1.40%		65.72%
Year Ended October 31, 2009 (d)	$	9.86		0.23			0.36			0.59			(0.24	)		(0.24	)	$	10.21		6.04%		$	523,771		1.26%		2.30%			1.43%		29.05%
Institutional Class Shares
Year Ended October 31, 2013 (d)	$	10.17		0.07			(0.05	)		0.02			(0.11	)		(0.11	)	$	10.08		0.20%		$	12,387,979		0.55%		0.68%			0.59%		56.94%
Year Ended October 31, 2012 (d)	$	10.15		0.09			0.06			0.15			(0.13	)		(0.13	)	$	10.17		1.50%		$	21,553,402		0.55%		0.84%			0.63%		48.27%
Year Ended October 31, 2011 (d)	$	10.23		0.12			(0.06	)		0.06			(0.14	)		(0.14	)	$	10.15		0.61%		$	3,186,840		0.55%		1.20%			0.66%		89.14%
Year Ended October 31, 2010 (d)	$	10.21		0.22			0.08			0.30			(0.28	)		(0.28	)	$	10.23		3.00%		$	801,159		0.55%		2.14%			0.65%		65.72%
Year Ended October 31, 2009 (d)	$	9.86		0.31			0.35			0.66			(0.31	)		(0.31	)	$	10.21		6.83%		$	917,407		0.51%		3.10%			0.69%		29.05%
Service Class Shares
Year Ended October 31, 2013 (d)	$	10.17		0.04			(0.05	)		(0.01	)		(0.08	)		(0.08	)	$	10.08		(0.10%	)	$	30,139,795		0.86%		0.39%			0.90%		56.94%
Year Ended October 31, 2012 (d)	$	10.14		0.06			0.07			0.13			(0.10	)		(0.10	)	$	10.17		1.25%		$	52,399,796		0.89%		0.56%			0.97%		48.27%
Year Ended October 31, 2011 (d)	$	10.22		0.08			(0.06	)		0.02			(0.10	)		(0.10	)	$	10.14		0.24%		$	29,915,131		0.92%		0.83%			1.03%		89.14%
Year Ended October 31, 2010 (d)	$	10.21		0.18			0.07			0.25			(0.24	)		(0.24	)	$	10.22		2.48%		$	41,327,727		0.94%		1.74%			1.04%		65.72%
Year Ended October 31, 2009 (d)	$	9.85		0.27			0.36			0.63			(0.27	)		(0.27	)	$	10.21		6.52%		$	50,925,489		0.91%		2.73%			1.09%		29.05%

(a) Excludes sales charge.

(b) During the period, certain fees may have been waived and/or reimbursed. If such waivers/reimbursements had not occurred, the ratios would have been as indicated.

(c) Portfolio turnover is calculated on the basis of the Fund as a whole without distinguishing among the classes of shares.

(d) Per share calculations were performed using average shares method.

The accompanying notes are an integral part of these financial statements.

229

Notes to Financial Statements

October 31, 2013

1.  Organization

Nationwide Mutual Funds (the “Trust”) is registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end management investment company, organized as a statutory trust under the laws of the State of Delaware. The Trust has authorized an unlimited number of shares of beneficial interest (“shares”), without par value. As of October 31, 2013, the Trust operates fifty-three (53) separate series, or mutual funds, each with its own investment objective(s) and strategies. This report contains the financial statements and financial highlights of the fourteen (14) series listed below (each, a “Fund”; collectively, the “Funds”).

- Nationwide Fund (“Nationwide Fund”)

- Nationwide Global Equity Fund (“Global Equity”)

- Nationwide Growth Fund (“Growth”)

- Nationwide International Value Fund (“International Value”)

- Nationwide Small Company Growth Fund (“Small Company Growth”)

- Nationwide U.S. Small Cap Value Fund (“U.S. Small Cap Value”)

- Nationwide Bond Fund (“Bond”)

- Nationwide Core Plus Bond Fund (“Core Plus Bond”)

- Nationwide Enhanced Income Fund (“Enhanced Income”)

- Nationwide Government Bond Fund (“Government Bond”)

- Nationwide High Yield Bond Fund (“High Yield Bond”)

- Nationwide Inflation-Protected Securities Fund (“Inflation-Protected Securities”)

- Nationwide Money Market Fund (“Money Market”)

- Nationwide Short Duration Bond Fund (“Short Duration Bond”)

Following the close of business on April 19, 2013, Core Plus Bond received all of the assets and liabilities of the TS&W Fixed Income Portfolio, a series of Advisors Inner Circle Fund (the “Portfolio”), as part of a reorganization of the Portfolio into Core Plus Bond. Shareholders of the Portfolio received Institutional Class shares of Core Plus Bond with a net asset value equal to the net asset value of their shares in the Portfolio immediately prior to the reorganization. The reorganization was treated as a tax-free reorganization for federal income tax purposes and, accordingly, the basis of the assets of Core Plus Bond reflects the historical basis of the assets of the Portfolio as of the date of the reorganization. For financial reporting purposes, the Portfolio’s operating history prior to the reorganization is reflected in Core Plus Bond’s financial statements and financial highlights.

The fiscal year end for Global Equity and High Yield Bond has changed from June 30, 2013 to October 31, 2013. As such, the fiscal year ended October 31, 2013 for Global Equity and High Yield Bond reflects the four month period from July 1, 2013 through October 31, 2013.

Following the close of business on November 16, 2012, Global Equity received all of the assets and liabilities of the UBS Global Equity Fund (a series of The UBS Funds), and High Yield Bond received all of the assets and liabilities of the UBS High Yield Fund (a series of The UBS Funds) (together with UBS Global Equity Fund, the “UBS Funds”). Class A, Class C, and Class Y shareholders of each UBS Fund received Class A, Class C, and Institutional Class shares, respectively, of the corresponding Funds with an aggregate net asset value equal to the aggregate net asset value of their shares in the respective UBS Funds immediately prior to the reorganization. Each reorganization was treated as a tax-free reorganization for federal income tax purposes and, accordingly, the basis of the assets of each Fund reflects the historical basis of the assets of the corresponding UBS Fund as of the date of the reorganization. For financial reporting purposes, each UBS Fund’s operating history prior to the reorganization is reflected in the corresponding Nationwide Fund’s financial statements and financial highlights.

Each of the Funds is a diversified fund, as defined in the 1940 Act.

230

Notes to Financial Statements (Continued)

October 31, 2013

2.  Summary of Significant Accounting Policies

The following is a summary of significant accounting policies followed by the Funds in the preparation of their financial statements. The policies are in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The preparation of financial statements requires Fund management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of income and expenses for the period. The Funds utilize various methods to measure the value of their investments on a recurring basis. Amounts received upon the sale of such investments could differ from those estimated values and those differences could be material.

(a) Security Valuation

The fair market value of a Fund’s portfolio securities is determined in accordance with the procedures described below. U.S. GAAP defines fair market value as the price that a Fund would receive to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement date. The Trust’s investment adviser, Nationwide Fund Advisors (“NFA”), to the Funds assigns a fair value to Fund investments in accordance with a hierarchy that prioritizes the various types of inputs used to measure fair value. The hierarchy gives the highest priority to readily available unadjusted quoted prices in active markets for identical assets (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements) when market prices are not readily available or reliable.

The three levels of the hierarchy are summarized below.

— Level 1 — Quoted prices in active markets for identical assets

— Level 2 — Other significant observable inputs (including quoted prices of similar securities, interest rates, prepayment speeds, credit risk, etc.)

— Level 3 — Significant unobservable inputs (including a Fund’s own assumptions in determining the fair value of investments)

Changes in valuation techniques may result in transfers into or out of an investment’s assigned level within the hierarchy.

An investment’s categorization within the hierarchy is based on the lowest level of any input that is significant to the fair valuation in its entirety. The inputs or methodology used to value investments are not intended to indicate the risk associated with investing in those investments.

Securities for which market quotations are readily available are valued at current market value as of “Valuation Time.” Valuation Time is as of the close of regular trading on the New York Stock Exchange (usually 4:00 p.m. Eastern time). Equity securities are generally valued at the last quoted sale price or official closing price, or, if there is no such price, the last quoted bid price provided by an independent pricing service approved by the Trust’s Board of Trustees (the “Board of Trustees”). Prices are taken from the primary market or exchange on which each security trades. Shares of registered open-end management investment companies are valued at net asset value (“NAV”) as reported by such company. Exchange-traded funds are valued at their last reported sale price. Investments valued in this manner are generally categorized as Level 1 investments within the hierarchy.

The Board of Trustees has delegated authority to NFA, and the Trust’s administrator, Nationwide Fund Management LLC (“NFM”), to assign fair value. NFA and NFM have established a Fair Valuation Committee (“FVC”) to assign these fair valuations.

The FVC follows guidelines approved by the Board of Trustees to assign the fair value. The fair value of a security may differ from its quoted or published price. Fair valuation of portfolio securities may occur on a daily basis.

Securities may be fair valued in a variety of circumstances, such as where (i) market quotations are not readily available; (ii) an independent pricing service does not provide a value or the value provided by an independent pricing service is determined to be unreliable in the judgment of NFA or its designee; (iii) a significant event has

231

Notes to Financial Statements (Continued)

October 31, 2013

occurred that affects the value of a Fund’s securities after trading has stopped (e.g., earnings announcements or news relating to natural disasters affecting an issuer’s operations); (iv) the securities are illiquid; (v) the securities have defaulted or been delisted from an exchange and are no longer trading; or (vi) any other circumstance in which the FVC believes that market quotations do not accurately reflect the value of a security.

The fair valuation of securities takes into account relevant factors and surrounding circumstances, including, but not limited to, the prices of related or comparable assets or liabilities, recent transactions, market multiples, anticipated cash flows, the nature and duration of any restrictions on transfer, book values, and other information relevant to the investment. Methods utilized to determine fair value may include, among others, the following: (i) a multiple of earnings; (ii) the discount from market value of a similar, freely traded security; (iii) the yield-to-maturity for debt issues; or (iv) a combination of these and other methods. Fair valuations may also take into account significant events that occur before Valuation Time but after the close of the principal market on which a security trades that materially affect the value of such security. The FVC monitors the results of fair valuation determinations and regularly reports the results to the Board of Trustees.

Securities listed on a foreign exchange are generally fair valued by an independent fair value pricing service approved by the Board of Trustees or otherwise are valued at the last sale price at the close of the exchange on which the security is principally traded. Securities valued in this manner are generally categorized as Level 2 and Level 1 investments, respectively, within the hierarchy. Fair valuation factors are provided by an independent pricing service provider. When fair valuation factors are utilized, the value assigned to securities may not be the same as quoted or published prices of the securities on their primary markets. Values of foreign securities, currencies, and other assets and liabilities denominated in foreign currencies are translated into U.S. dollars at the exchange rate of said currencies against the U.S. dollar, as of Valuation Time, as provided by an independent pricing service approved by the Board of Trustees.

Debt and other fixed-income securities are generally valued at the bid evaluation price provided by an independent pricing service as approved by the Board of Trustees. Independent pricing service providers may use broker-dealer quotations, reported trades or valuation estimates from their internal pricing models. The service providers’ internal models use inputs that are observable such as issuer details, interest rates, yield curves, prepayment speeds, credit risks/spreads, default rates and quoted prices for similar assets and are generally categorized as Level 2 investments within the hierarchy.

Securities held by Money Market are valued at amortized cost, which approximates market value. Securities valued in this manner are generally categorized as Level 2 securities within the hierarchy. Under the amortized cost method, premium or discount, if any, is amortized or accreted, respectively, to the maturity of the security. Money Market’s use of amortized cost is subject to compliance with certain conditions as specified by Rule 2a-7 under the 1940 Act.

At October 31, 2013, 100% of the market value of Small Company Growth was determined based on Level 1 inputs.

The following tables provide a summary of the inputs used to value the Funds’ net assets as of October 31, 2013. Please refer to the Statements of Investments for additional information on portfolio holdings.

Nationwide Fund

	Level 1		Level 2		Level 3		Total
Assets:
Common Stocks	$	802,210,753	$	—	$	—	$	802,210,753
Future Contracts		749,832		—		—		749,832
Mutual Fund		14,882,709		—		—		14,882,709
Repurchase Agreement		—		1,307,500		—		1,307,500
Total	$	817,843,294	$	1,307,500	$	—	$	819,150,794

232

Notes to Financial Statements (Continued)

October 31, 2013

Global Equity

	Level 1		Level 2			Level 3		Total
Assets:
Common Stocks
Airlines	$	1,006,949	$	929,392		$	—	$	1,936,341
Automobiles		—		2,364,643			—		2,364,643
Beverages		—		1,621,648			—		1,621,648
Biotechnology		861,242		—			—		861,242
Building Products		919,808		—			—		919,808
Capital Markets		1,390,532		2,023,872			—		3,414,404
Chemicals		1,329,745		887,230			—		2,216,975
Commercial Banks		3,022,736		5,819,256			—		8,841,992
Commercial Services & Supplies		1,171,124		—			—		1,171,124
Computers & Peripherals		—		785,689			—		785,689
Construction & Engineering		—		1,040,871			—		1,040,871
Containers & Packaging		888,183		—			—		888,183
Diversified Consumer Services		976,854		622,441			—		1,599,295
Diversified Financial Services		—		1,453,240			—		1,453,240
Diversified Telecommunication Services		—		1,088,499			—		1,088,499
Electrical Equipment		—		981,500			—		981,500
Electronic Equipment, Instruments & Components		726,141		—			—		726,141
Food & Staples Retailing		—		1,614,581			—		1,614,581
Food Products		1,156,036		2,039,532			—		3,195,568
Health Care Equipment & Supplies		1,946,071		—			—		1,946,071
Health Care Providers & Services		1,365,200		—			—		1,365,200
Hotels, Restaurants & Leisure		1,038,388		—			—		1,038,388
Household Durables		949,065		1,016,736			—		1,965,801
Household Products		2,274,099		—			—		2,274,099
Information Technology Services		1,400,911		—			—		1,400,911
Insurance		3,086,728		1,903,468			—		4,990,196
Internet Software & Services		3,232,832		—			—		3,232,832
Leisure Equipment & Products		—		760,943			—		760,943
Life Sciences Tools & Services		1,642,704		—			—		1,642,704
Machinery		1,671,436		763,994			—		2,435,430
Media		1,016,138		1,269,923			—		2,286,061
Metals & Mining		—		1,809,788			—		1,809,788
Multi-Utilities		717,698		591,643			—		1,309,341
Oil, Gas & Consumable Fuels		5,372,188		1,908,109			—		7,280,297
Personal Products		—		1,204,333			—		1,204,333
Pharmaceuticals		1,288,770		3,047,311			—		4,336,081
Real Estate Investment Trusts (REITs)		—		749,221			—		749,221
Real Estate Management & Development		—		1,145,237			—		1,145,237
Semiconductors & Semiconductor Equipment		873,392		1,841,514			—		2,714,906
Software		1,335,084		—			—		1,335,084
Specialty Retail		811,414		—			—		811,414
Textiles, Apparel & Luxury Goods		—		746,421			—		746,421
Tobacco		—		1,167,321			—		1,167,321
Trading Companies & Distributors		—		982,373			—		982,373
Wireless Telecommunication Services		—		670,261			—		670,261
Total Common Stocks	$	43,471,468	$	44,850,990		$	—	$	88,322,458
Forward Foreign Currency Contracts		—		221,354			—		221,354
Mutual Fund		840,516		—			—		840,516
Total Assets	$	44,311,984	$	45,072,344		$	—	$	89,384,328
Liabilities:
Forward Foreign Currency Contracts		—		(400,524	)		—		(400,524	)
Total Liabilities	$	—	$	(400,524	)	$	—	$	(400,524	)
Total	$	44,311,984	$	44,671,820		$	—	$	88,983,804

233

Notes to Financial Statements (Continued)

October 31, 2013

Growth

	Level 1		Level 2		Level 3		Total
Assets:
Common Stocks	$	172,354,540	$	—	$	—	$	172,354,540
Mutual Fund		1,800,348		—		—		1,800,348
Repurchase Agreement		—		3,010,370		—		3,010,370
Total	$	174,154,888	$	3,010,370	$	—	$	177,165,258

International Value

	Level 1		Level 2		Level 3		Total
Assets:
Common Stocks
Airlines	$	1,425,964	$	1,543,142	$	—	$	2,969,106
Auto Components		—		970,201		—		970,201
Automobiles		—		4,857,227		—		4,857,227
Beverages		—		3,176,078		—		3,176,078
Building Products		—		1,037,573		—		1,037,573
Capital Markets		—		3,478,951		—		3,478,951
Chemicals		—		3,526,225		—		3,526,225
Commercial Banks		2,565,352		9,916,207		—		12,481,559
Construction Materials		—		1,811,407		—		1,811,407
Diversified Financial Services		—		2,256,938		—		2,256,938
Diversified Telecommunication Services		—		2,729,418		—		2,729,418
Electric Utilities		—		1,659,225		—		1,659,225
Electrical Equipment		—		1,627,418		—		1,627,418
Food & Staples Retailing		—		2,440,927		—		2,440,927
Food Products		—		4,661,853		—		4,661,853
Hotels, Restaurants & Leisure		—		833,005		—		833,005
Household Durables		—		1,436,960		—		1,436,960
Industrial Conglomerates		—		1,569,269		—		1,569,269
Insurance		—		10,319,658		—		10,319,658
Leisure Equipment & Products		—		1,331,651		—		1,331,651
Machinery		—		1,580,375		—		1,580,375
Marine		—		1,073,922		—		1,073,922
Media		—		1,533,966		—		1,533,966
Metals & Mining		957,963		4,712,711		—		5,670,674
Multi-Utilities		—		1,195,371		—		1,195,371
Oil, Gas & Consumable Fuels		4,293,125		4,868,192		—		9,161,317
Personal Products		—		1,833,871		—		1,833,871
Pharmaceuticals		1,112,700		10,165,149		—		11,277,849
Professional Services		—		1,546,577		—		1,546,577
Real Estate Investment Trusts (REITs)		—		1,182,573		—		1,182,573
Real Estate Management & Development		—		1,182,911		—		1,182,911
Semiconductors & Semiconductor Equipment		—		1,613,854		—		1,613,854
Software		1,189,410		1,599,518		—		2,788,928
Specialty Retail		—		1,139,770		—		1,139,770
Textiles, Apparel & Luxury Goods		—		1,098,904		—		1,098,904
Tobacco		—		2,537,329		—		2,537,329
Trading Companies & Distributors		—		2,255,730		—		2,255,730
Wireless Telecommunication Services		—		4,654,971		—		4,654,971
Total Common Stocks	$	11,544,514	$	106,959,027	$	—	$	118,503,541
Exchange Traded Fund		790,560		—		—		790,560
Mutual Fund		446,772		—		—		446,772
Repurchase Agreement		—		3,911,975		—		3,911,975
Total	$	12,781,846	$	110,871,002	$	—	$	123,652,848

234

Notes to Financial Statements (Continued)

October 31, 2013

U.S. Small Cap Value

	Level 1		Level 2		Level 3		Total
Assets:
Common Stocks
Aerospace & Defense	$	3,012,572	$	2,100	$	—	$	3,014,672
Air Freight & Logistics		533,525		—		—		533,525
Airlines		1,056,989		—		—		1,056,989
Auto Components		1,371,264		—		—		1,371,264
Beverages		648,456		—		—		648,456
Biotechnology		301,073		87		—		301,160
Building Products		1,068,901		—		—		1,068,901
Capital Markets		2,817,546		—		—		2,817,546
Chemicals		3,899,602		—		—		3,899,602
Commercial Banks		12,714,705		308		—		12,715,013
Commercial Services & Supplies		3,083,607		—		—		3,083,607
Communications Equipment		2,888,757		—		—		2,888,757
Computers & Peripherals		1,522,352		—		—		1,522,352
Construction & Engineering		2,994,568		—		—		2,994,568
Construction Materials		257,829		—		—		257,829
Consumer Finance		449,624		—		—		449,624
Containers & Packaging		380,750		—		—		380,750
Distributors		306,371		—		—		306,371
Diversified Consumer Services		1,286,548		—		—		1,286,548
Diversified Financial Services		548,952		—		—		548,952
Diversified Telecommunication Services		1,138,243		—		—		1,138,243
Electrical Equipment		1,835,563		—		—		1,835,563
Electronic Equipment, Instruments & Components		6,186,454		—		—		6,186,454
Energy Equipment & Services		7,611,588		—		—		7,611,588
Food & Staples Retailing		1,182,102		—		—		1,182,102
Food Products		2,714,667		—		—		2,714,667
Gas Utilities		636,395		—		—		636,395
Health Care Equipment & Supplies		3,227,019		—		—		3,227,019
Health Care Providers & Services		4,457,052		2,898		—		4,459,950
Health Care Technology		308,500		—		—		308,500
Hotels, Restaurants & Leisure		3,374,454		—		—		3,374,454
Household Durables		2,341,852		—		—		2,341,852
Household Products		368,402		—		—		368,402
Independent Power Producers & Energy Traders		353,456		—		—		353,456
Information Technology Services		2,075,492		—		—		2,075,492
Insurance		11,773,985		—		—		11,773,985
Internet & Catalog Retail		488,840		—		—		488,840
Internet Software & Services		2,224,920		—		—		2,224,920
Leisure Equipment & Products		272,964		—		—		272,964
Life Sciences Tools & Services		842,890		—		—		842,890
Machinery		5,145,223		—		—		5,145,223
Marine		302,906		—		—		302,906
Media		3,798,928		—		—		3,798,928
Metals & Mining		4,765,865		—		—		4,765,865
Multiline Retail		1,565,752		—		—		1,565,752
Oil, Gas & Consumable Fuels		6,528,810		—		—		6,528,810
Paper & Forest Products		2,078,336		—		—		2,078,336
Personal Products		412,290		—		—		412,290
Pharmaceuticals		572,304		—		—		572,304

235

Notes to Financial Statements (Continued)

October 31, 2013

	Level 1		Level 2		Level 3		Total
Assets: (continued)
Common Stocks (continued)
Professional Services	$	2,382,429	$	—	$	—	$	2,382,429
Real Estate Investment Trusts (REITs)		302,281		—		—		302,281
Real Estate Management & Development		543,973		—		—		543,973
Road & Rail		2,072,985		—		—		2,072,985
Semiconductors & Semiconductor Equipment		7,555,289		—		—		7,555,289
Software		1,481,289		—		—		1,481,289
Specialty Retail		7,512,400		—		—		7,512,400
Textiles, Apparel & Luxury Goods		2,203,344		—		—		2,203,344
Thrifts & Mortgage Finance		4,045,192		—		—		4,045,192
Tobacco		246,018		—		—		246,018
Trading Companies & Distributors		2,000,976		—		—		2,000,976
Water Utilities		75,710		—		—		75,710
Wireless Telecommunication Services		1,117,420		—		—		1,117,420
Total Common Stocks	$	151,268,549	$	5,393	$	—	$	151,273,942
Mutual Fund		2,151,661		—		—		2,151,661
Repurchase Agreements		—		9,831,885		—		9,831,885
Right		—		17,390		—		17,390
Warrants		—		—		—		—
Total	$	153,420,210	$	9,854,668	$	—	$	163,274,878

Bond

	Level 1		Level 2		Level 3		Total
Assets:
Asset-Backed Securities	$	—	$	547,354	$	—	$	547,354
Collateralized Mortgage Obligations		—		5,207,675		—		5,207,675
Commercial Mortgage Backed Securities		—		9,543,887		—		9,543,887
Corporate Bonds		—		46,737,544		—		46,737,544
Municipal Bonds		—		2,129,978		—		2,129,978
Mutual Fund		803,812		—		—		803,812
U.S. Government Mortgage Backed Agencies		—		3,334,652		—		3,334,652
U.S. Treasury Bonds		—		6,283,482		—		6,283,482
U.S. Treasury Notes		—		6,178,547		—		6,178,547
Total	$	803,812	$	79,963,119	$	—	$	80,766,931

Core Plus Bond

	Level 1		Level 2		Level 3		Total
Assets:
Commercial Mortgage Backed Security	$	—	$	769,631	$	—	$	769,631
Corporate Bonds		—		138,021,651		—		138,021,651
Mutual Fund		17,779,983		—		—		17,779,983
Preferred Stocks		9,942,480		—		—		9,942,480
U.S. Government Mortgage Backed Agencies		—		94,255,432		—		94,255,432
U.S. Government Sponsored & Agency Obligations		—		8,162,682		—		8,162,682
U.S. Treasury Notes		—		14,332,383		—		14,332,383
Yankee Dollar		—		2,018,382		—		2,018,382
Total	$	27,722,463	$	257,560,161	$	—	$	285,282,624

236

Notes to Financial Statements (Continued)

October 31, 2013

Enhanced Income

	Level 1		Level 2		Level 3		Total
Assets:
Asset-Backed Securities	$	—	$	70,195,219	$	—	$	70,195,219
Collateralized Mortgage Obligations		—		33,168,963		—		33,168,963
Commercial Mortgage Backed Securities		—		15,853,535		—		15,853,535
Corporate Bonds		—		112,942,585		—		112,942,585
Municipal Bond		—		1,971,733		—		1,971,733
Mutual Fund		3,063,632		—		—		3,063,632
U.S. Government Mortgage Backed Agencies		—		309,010		—		309,010
U.S. Government Sponsored & Agency Obligation		—		1,500,529		—		1,500,529
Yankee Dollar		—		2,009,592		—		2,009,592
Total	$	3,063,632	$	237,951,166	$	—	$	241,014,798

Government Bond

	Level 1		Level 2		Level 3		Total
Assets:
Collateralized Mortgage Obligations	$	—	$	6,341,677	$	—	$	6,341,677
Commercial Mortgage Backed Security		—		1,093,430		—		1,093,430
Mutual Fund		2,753,345		—		—		2,753,345
Sovereign Bond		—		3,586,641		—		3,586,641
U.S. Government Mortgage Backed Agencies		—		26,465,634		—		26,465,634
U.S. Government Sponsored & Agency Obligations		—		35,991,580		—		35,991,580
U.S. Treasury Bonds		—		6,911,349		—		6,911,349
Total	$	2,753,345	$	80,390,311	$	—	$	83,143,656

High Yield Bond

	Level 1		Level 2		Level 3		Total
Assets:
Commercial Mortgage Backed Security	$	—	$	111,710	$	—	$	111,710
Common Stock		—		—		—		—
Corporate Bonds
Aerospace & Defense		—		217,625		—		217,625
Airlines		—		181,125		—		181,125
Auto Components		—		1,375,785		—		1,375,785
Automobiles		—		453,787		—		453,787
Building Products		—		743,262		—		743,262
Chemicals		—		1,733,825		—		1,733,825
Commercial Banks		—		1,432,158		—		1,432,158
Commercial Services & Supplies		—		2,576,244		—		2,576,244
Communications Equipment		—		143,250		—		143,250
Computers & Peripherals		—		48,750		—		48,750
Construction Materials		—		956,256		—		956,256
Consumer Finance		—		2,745,074		—		2,745,074
Containers & Packaging		—		695,081		—		695,081
Distributors		—		392,150		—		392,150
Diversified Financial Services		—		975,738		—		975,738
Diversified Telecommunication Services		—		3,375,196		—		3,375,196
Electric Utilities		—		555,983		—		555,983

237

Notes to Financial Statements (Continued)

October 31, 2013

	Level 1		Level 2		Level 3		Total
Assets: (continued)
Corporate Bonds (continued)
Electrical Equipment	$	—	$	122,188	$	—	$	122,188
Electronic Equipment, Instruments & Components		—		174,563		—		174,563
Energy Equipment & Services		—		730,506		—		730,506
Food & Staples Retailing		—		197,375		—		197,375
Food Products		—		832,497		—		832,497
Gas Utilities		—		2,333,320		—		2,333,320
Health Care Providers & Services		—		2,630,655		—		2,630,655
Hotels, Restaurants & Leisure		—		2,150,501		—		2,150,501
Household Durables		—		891,650		—		891,650
Household Products		—		352,063		—		352,063
Industrial Conglomerates		—		172,875		—		172,875
Information Technology Services		—		918,518		—		918,518
Insurance		—		705,742		—		705,742
Internet Software & Services		—		412,000		—		412,000
Leisure Equipment & Products		—		71,625		—		71,625
Machinery		—		755,312		—		755,312
Marine		—		528,934		—		528,934
Media		—		5,319,375		—		5,319,375
Metals & Mining		—		1,111,096		—		1,111,096
Multi-Utilities & Unregulated Power		—		632,962		—		632,962
Office Electronics		—		193,812		—		193,812
Oil, Gas & Consumable Fuels		—		6,106,755		—		6,106,755
Paper & Forest Products		—		909,923		—		909,923
Personal Products		—		245,000		—		245,000
Pharmaceuticals		—		867,312		—		867,312
Real Estate Investment Trusts (REITs)		—		70,500		—		70,500
Real Estate Management & Development		—		334,375		—		334,375
Road & Rail		—		336,775		—		336,775
Semiconductors & Semiconductor Equipment		—		377,758		—		377,758
Software		—		1,322,437		—		1,322,437
Specialty Retail		—		1,632,550		—		1,632,550
Textiles, Apparel & Luxury Goods		—		152,250		—		152,250
Wireless Telecommunication Services		—		1,030,650		—		1,030,650
Total Corporate Bonds	$	—	$	53,225,143	$	—	$	53,225,143
Mutual Fund		909,730		—		—		909,730
Warrant		—		—		—		—
Yankee Dollar		—		334,434		—		334,434
Total	$	909,730	$	53,671,287	$	—	$	54,581,017

Inflation-Protected Securities

	Level 1		Level 2		Level 3		Total
Assets:
Mutual Fund	$	508,714	$	—	$	—	$	508,714
U.S. Treasury Bonds		—		146,042,903		—		146,042,903
Total	$	508,714	$	146,042,903	$	—	$	146,551,617

238

Notes to Financial Statements (Continued)

October 31, 2013

Money Market

	Level 1		Level 2		Level 3		Total
Assets:
Asset-Backed Securities	$	—	$	27,381,761	$	—	$	27,381,761
Certificates of Deposit		—		70,900,000		—		70,900,000
Commercial Paper		—		604,905,514		—		604,905,514
Corporate Bonds		—		200,040,934		—		200,040,934
Municipal Bonds		—		111,055,000		—		111,055,000
Mutual Fund		80,974,914		—		—		80,974,914
Repurchase Agreement		—		47,434,000		—		47,434,000
U.S. Treasury Bill		—		99,993,861		—		99,993,861
Total	$	80,974,914	$	1,161,711,070	$	—	$	1,242,685,984

Short Duration Bond

	Level 1		Level 2		Level 3		Total
Assets:
Asset-Backed Securities	$	—	$	13,628,285	$	—	$	13,628,285
Collateralized Mortgage Obligations		—		14,602,078		—		14,602,078
Commercial Mortgage Backed Securities		—		12,636,428		—		12,636,428
Corporate Bonds		—		48,450,382		—		48,450,382
Municipal Bond		—		845,029		—		845,029
Mutual Fund		376,334		—		—		376,334
U.S. Government Mortgage Backed Agencies		—		8,529,778		—		8,529,778
Yankee Dollar		—		504,881		—		504,881
Total	$	376,334	$	99,196,861	$	—	$	99,573,195

Amounts designated as “—”, which may include fair valued securities, are zero or have been rounded to zero.

During the year ended October 31, 2013, the Funds had no significant transfers into or out of Level 1, Level 2 or Level 3.

During the year ended October 31, 2013, U.S. Small Cap Value held 4 common stock investments that were categorized as Level 3 investments which were valued at $0. During the same period, the Fund sold one of these common stock investments for $0.

During the period from July 1, 2013 through October 31, 2013, High Yield Bond held 1 corporate bond and 2 common stock investments which were valued at $0.

The FVC continues to evaluate any information that could cause an adjustment to the fair value for these investments, such as market news, the progress of judicial and regulatory proceedings, and subadviser recommendations.

(b) Cash Overdraft

As of October 31, 2013, Short Duration Bond had an overdrawn balance of $452,410 with the Fund’s custodian bank, JPMorgan Chase Bank, N.A. (“JPMorgan”). To offset the overdraft, JPMorgan advanced an amount equal to the overdraft. Consistent with the Fund’s borrowing policy, the advance is deemed a temporary loan to the Fund. Such loan is payable upon demand and bears interest from the date of such advance to the date of payment at the rate agreed upon with JPMorgan under the custody agreement. This advance is separate from, and was not made pursuant to, the credit agreement discussed in Note 5 below.

239

Notes to Financial Statements (Continued)

October 31, 2013

(c) Foreign Currency Transactions

The accounting records of the Funds are maintained in U.S. dollars. Nationwide Fund, Global Equity, and International Value engage in foreign currency transactions and translate foreign currency amounts into U.S. dollars at the current rate of exchange to determine the value of investments, assets, and liabilities. Purchases and sales of securities, receipts of income, and payments of expenses are translated at the prevailing rate of exchange on the respective date of such transactions. The Funds do not isolate that portion of the results of operations resulting from fluctuations in foreign exchange rates from those resulting from fluctuations in market prices of securities. Both fluctuations are included in the net realized and unrealized gain or loss from investments and foreign currencies.

(d) Forward Foreign Currency Contracts

Global Equity is subject to foreign currency exchange risk in the normal course of pursuing its objectives. The Fund entered into forward foreign currency contracts in connection with planned purchases or sales of securities denominated in a foreign currency, to manage foreign currency exchange risk, and to gain exposure to certain foreign currencies without purchasing securities denominated in that currency. A forward foreign currency contract involves an obligation to purchase or sell a specific currency at a future date, which may be any fixed number of days from the date of the contract agreed upon by the parties, at a price set at the time of the contract. Forward foreign currency contracts are generally valued at the mean of the last quoted bid and ask prices, as provided by an independent pricing service approved by the Board of Trustees, and are generally categorized as Level 2 investments within the hierarchy. The market value of a forward foreign currency contract fluctuates with changes in foreign currency exchange rates. All commitments are marked to market daily at the applicable exchange rates and any resulting unrealized appreciation or depreciation is recorded. Realized gains or losses are recorded at the time the forward contract matures or by delivery of the currency. Forward foreign currency contracts entail the risk of unanticipated movements in the value of the foreign currency relative to the U.S. dollar, and the risk that the counterparties to the contracts may be unable to meet their obligations under the contract.

The Fund’s forward foreign currency contracts are disclosed in the Statement of Assets and Liabilities under “Unrealized appreciation/ (depreciation) on forward foreign currency contracts,” and in the Statement of Operations under “Net realized gains/losses from forward and foreign currency transactions” and “Net change in unrealized appreciation/(depreciation) from forward foreign currency contracts.”

(e) Futures Contracts

Nationwide Fund is subject to equity price risk in the normal course of pursuing its investment objectives. The Fund entered into financial futures contracts (“futures contracts”) to enable the Fund to more closely approximate the performance of its benchmark indices or for tactical hedging purposes. Futures contracts are contracts for delayed delivery of securities or currencies at a specific future date and at a specific price or currency amount.

Upon entering into a futures contract, the Fund is required to pledge to the broker an initial margin deposit of cash and/or other assets equal to a certain percentage of the futures contract’s notional value. Under a futures contract, the Fund agrees to receive from or pay to the broker an amount of cash equal to the daily fluctuation in value of the futures contract. Subsequent receipts or payments, known as “variation margin” receipts or payments, are made each day, depending on the fluctuation in the fair value of the futures contract, and are recognized by the Fund as unrealized gains or losses. Futures contracts are generally valued daily at their settlement price as provided by an independent pricing service approved by the Board of Trustees, and are generally categorized as Level 1 investments within the hierarchy.

A “sale” of a futures contract means a contractual obligation to deliver the securities or foreign currency called for by the contract at a fixed price or amount at a specified time in the future. A “purchase” of a futures contract means a contractual obligation to acquire the securities or foreign currency at a fixed price at a specified time in the future. When a futures contract is closed, the Fund records a realized gain or loss equal to the difference between the value of the futures contract at the time it was opened and its value at the time it was closed.

240

Notes to Financial Statements (Continued)

October 31, 2013

Should market conditions change unexpectedly, the Fund may not achieve the anticipated benefits of futures contracts and may realize a loss. The use of futures contracts for hedging purposes involves the risk of imperfect correlation in the movements in the price of the futures contracts and the underlying assets. The Fund’s investments in futures contracts entail limited counterparty credit risk because the Fund invests only in exchange-traded futures contracts, which are settled through a clearing house and whose fulfillment is guaranteed by the credit of the exchange.

The Fund’s futures contracts are disclosed in the Statement of Assets and Liabilities under “Net unrealized appreciation/(depreciation) from futures contracts,” and in the Statement of Operations under “Net realized gains/losses from futures transactions” and “Net change in unrealized appreciation/(depreciation) from futures contracts.”

The following tables provide a summary Global Equity and High Yield Bond’s derivative instruments categorized by risk exposure as of June 30, 2013:

The Effect of Derivative Instruments on the Statement of Operations for the Year Ended June 30, 2013

Global Equity

Realized Gain/(Loss):	Total
Forward Foreign Currency Contracts
Currency risk	$	628,686
Total	$	628,686

High Yield Bond

Realized Gain/(Loss):	Total
Futures Contracts
Interest rate risk	$	(37,125	)
Forward Foreign Currency Contracts
Currency risk		11,603
Total	$	(25,522	)

Change in Unrealized Appreciation/(Depreciation) on Derivatives Recognized in the Statement of Operations for the Year Ended June 30, 2013

Global Equity

Unrealized Appreciation/(Depreciation):	Total
Forward Foreign Currency Contracts
Currency risk	$	(65,086	)
Total	$	(65,086	)

High Yield Bond

Unrealized Appreciation/(Depreciation):	Total
Futures Contracts
Interest rate risk	$	5,948
Forward Foreign Currency Contracts
Currency risk		5,181
Total	$	11,129

241

Notes to Financial Statements (Continued)

October 31, 2013

Information about derivative instruments reflected as of June 30, 2013 is generally indicative of the type over the period. During July 2012, High Yield Bond held futures contracts with an average notional balance of $(1,232,690). For the remainder of the year ended June 30, 2013, High Yield Bond had no investments in derivatives.

The following tables provide a summary of the Nationwide Fund and Global Equity’s derivative instruments categorized by risk exposure as of October 31, 2013:

Fair Values of Derivatives not Accounted for as Hedging Instruments as of October 31, 2013

Nationwide Fund

Assets:	Statement of Assets & Liabilities	Fair Value
Futures Contracts*
Equity risk	Unrealized appreciation from futures contracts	$	749,832
Total		$	749,832

* Includes cumulative appreciation/(depreciation) of futures contracts as reported in the Statement of Investments. Only current day’s variation margin is reported within the Statement of Assets and Liabilities.

Global Equity

Assets:	Statement of Assets & Liabilities	Fair Value
Forward Foreign Currency Contracts
Currency risk	Unrealized appreciation on forward foreign currency contracts	$	221,354
Total		$	221,354
Liabilities:
Forward Foreign Currency Contracts
Currency risk	Unrealized depreciation on forward foreign currency contracts	$	(400,524	)
Total		$	(400,524	)

The Effect of Derivative Instruments on the Statement of Operations for the Year Ended October 31, 2013

Nationwide Fund

Realized Gain/(Loss):	Total
Futures Contracts
Equity risk	$	2,224,108
Total		$2,224,108

242

Notes to Financial Statements (Continued)

October 31, 2013

Global Equity(a)

Realized Gain/(Loss):	Total
Forward Foreign Currency Contracts
Currency risk	$	(13,313	)
Total		$(13,313)

(a) For the period from July 1, 2013 through October 31, 2013.

Change in Unrealized Appreciation/(Depreciation) on Derivatives Recognized in the Statement of Operations for the Year Ended October 31, 2013

Nationwide Fund

Unrealized Appreciation/(Depreciation):	Total
Futures Contracts
Equity risk	$	749,832
Total		$749,832

Global Equity(a)

Unrealized Appreciation/(Depreciation):	Total
Forward Foreign Currency Contracts
Currency risk	$	(195,364	)
Total		$(195,364)

(a) For the period from July 1, 2013 through October 31, 2013.

Information about derivative instruments reflected as of the date of this report is generally indicative of the type and volume of derivative activity for Global Equity during the period ended October 31, 2013.

Nationwide Fund invested in futures contracts for the period from June 2013 through October 2013. The table below discloses the volume of the Fund’s futures contracts activity during that five month period ended October 31, 2013.

Futures Contracts
Average Notional Balance	$20,468,081
Ending Notional Balance	$15,496,350

(f) Securities Lending

During the year ended October 31, 2013, Nationwide Fund, Growth, International Value, Small Company Growth, and U.S. Small Cap Value entered into securities lending transactions. To generate additional income, the Funds lent their portfolio securities, up to 33 1/3% of the total assets of each Fund, to brokers, dealers, and other financial institutions. The collateral that a Fund receives may be included in calculating the Fund’s total assets. The Funds’ securities lending standards and guidelines require that the borrower (1) deliver cash or U.S. Government securities as collateral with respect to each new loan of U.S. securities, equal to at least 102% of the value of the portfolio securities loaned, and with respect to each new loan on non-U.S. securities, collateral of at least 105% of the value of the portfolio securities loaned; and (2) at all times thereafter mark-to-market the collateral on a daily basis so that the market value of such collateral does not fall below 100% of the value of securities loaned. A Fund receives payments from borrowers equivalent to the dividends and interest that would have been earned on the securities loaned while simultaneously seeking to earn income on the investment of cash collateral. There may be risks of

243

Notes to Financial Statements (Continued)

October 31, 2013

delay or restrictions in recovery of the securities or disposal of collateral should the borrower of the securities fail financially. Loans are made, however, only to borrowers deemed by NFA or its designee to be of good standing and creditworthy under guidelines established by the Board of Trustees and when, in the judgment of NFA or its designee, the consideration which can be earned currently from these securities loans justifies the attendant risks. Loans are subject to termination by a Fund or the borrower at any time, and, therefore, are not considered to be illiquid investments. JPMorgan serves as securities lending agent for the securities lending program of the Funds. JPMorgan receives a fee based on the value of the collateral received from borrowers. Information on the investment of cash collateral is shown in the Statement of Investments.

In the event of a default by a borrower with respect to any loan, JPMorgan will exercise any and all remedies provided under the applicable borrower agreement to make a Fund whole. These remedies include purchasing replacement securities by applying the collateral held from the defaulting broker against the purchase cost of the replacement securities. If, despite such efforts by JPMorgan to exercise these remedies, a Fund sustains losses as a result of a borrower’s default, JPMorgan indemnifies the Fund by purchasing replacement securities at its expense, or paying the Fund an amount equal to the market value of the replacement securities, subject to certain limitations which are set forth in detail in the Securities Lending Agency Agreement between the Fund and JPMorgan.

At October 31, 2013, the Funds’ loaned securities were all subject to enforceable Securities Lending Agreements. Securities Lending Agreements on a gross basis were as follows:

Fund	Value of Loaned Securities		Value of Collateral
Nationwide Fund	$	1,266,265	$	1,307,500
Growth		2,901,631		3,010,370
International Value		3,726,478		3,911,975
U.S. Small Cap Value		9,457,340		9,831,885

At October 31, 2013, Small Company Growth had no portfolio securities on loan.

(g) Repurchase Agreements

During the year ended October 31, 2013, Nationwide Fund, Growth, International Value, U.S. Small Cap Value, Core Plus Bond, and Money Market entered into repurchase agreements with a member of the Federal Reserve System or a “primary dealer” (as designated by the Federal Reserve Bank of New York) in U.S. Government obligations. Repurchase agreements are contracts under which the buyer of a security simultaneously commits to resell the security to the seller at an agreed-upon price and date under the terms of a Master Repurchase Agreement. The Master Repurchase Agreement governs the repurchase agreement between a Fund and the counterparty. The Master Repurchase Agreement maintains provisions for, among other things, initiation, income payments, events of default, and maintenance of collateral for the repurchase agreement. If the seller defaults, a Fund could suffer a loss to the extent that the proceeds from the sale of the underlying securities and other collateral held by the Fund are less than the repurchase price and the Fund’s costs associated with delay and enforcement of the repurchase agreement. In addition, in the event of bankruptcy of the seller, a Fund could suffer additional losses if a court determines that the Fund’s interest in the collateral is not enforceable.

The repurchase price generally equals the price paid by a Fund plus interest negotiated on the basis of current short-term rates, which may be more or less than the rate on the underlying portfolio securities. The seller under a repurchase agreement is required to maintain the value of the collateral held pursuant to the agreement at a market value equal to or greater than the repurchase price (including accrued interest). Collateral subject to repurchase agreements is held by The Bank of New York Mellon, JPMorgan, the Funds’ custodian, or in the Federal Reserve/Treasury book-entry system. If the counterparty defaults, realization of the collateral by a Fund may be delayed, and if the value of the collateral declines, a Fund may be unable to recover the full amount it paid under the repurchase agreements.

244

Notes to Financial Statements (Continued)

October 31, 2013

At October 31, 2013, Core Plus Bond held no repurchase agreements.

(h) Security Transactions and Investment Income

Security transactions are accounted for on the date the security is purchased or sold. Securities gains are calculated on the identified cost basis. Interest income is recognized on the accrual basis and includes, where applicable, the amortization of premiums or accretion of discounts. Dividend income is recorded on the ex-dividend date, except for certain dividends from foreign securities, which are recorded as soon as the Trust is informed after the ex-dividend date. Inflation adjustments to the face amount of inflation-indexed securities are included in interest income.

Funds which earn foreign income and capital gains may be subject to foreign withholding taxes and capital gains taxes at various rates. Under applicable foreign law, a withholding of tax may be imposed on interest and dividends paid by a foreign security and capital gains from the sale of a foreign security.

(i) Distributions to Shareholders

Distributions from net investment income, if any, are declared daily and paid monthly for Bond, Core Plus Bond, Enhanced Income, Government Bond, High Yield Bond, Inflation-Protected Securities, Money Market, and Short Duration Bond, and are declared and paid quarterly for Nationwide Fund, Global Growth, Growth, International Value, Small Company Growth, and U.S. Small Cap Value. Distributions from net realized capital gains, if any, are declared and distributed at least annually. All distributions are recorded on the ex-dividend date.

Dividends and distributions to shareholders are determined in accordance with federal income tax regulations, which may differ from U.S. GAAP. These “book/tax” differences are considered either permanent or temporary. Permanent differences are reclassified within the capital accounts based on their nature for federal income tax purposes; temporary differences do not require reclassification. The permanent differences as of October 31, 2013 are primarily attributable to non-deductible offering costs, non-deductible 12b-1 fees, net operating losses not utilized, distribution redesignation, taxable overdistribution, foreign currency gains and losses, passive foreign investment company gain/loss on sales, and paydown gains and losses. These reclassifications have no effect upon the NAV of the respective Funds. Any distribution in excess of current and accumulated earnings and profits for federal income tax purposes is reported as a “return of capital” distribution.

(j) Federal Income Taxes

Each Fund elected to be treated as, and intends to qualify each year as, a “Regulated Investment Company” (“RIC”) by complying with the provisions available to certain investment companies under Subchapter M of the U.S. Internal Revenue Code of 1986, as amended (the “Code”), and to make distributions of net investment income and net realized capital gains sufficient to relieve each Fund from all, or substantially all, federal income taxes. Therefore, no federal income tax provision is required.

A Fund recognizes a tax benefit from an uncertain position only if it is more likely than not that the position is sustainable, based solely on its technical merits and consideration of the relevant taxing authorities’ widely understood administrative practices and precedents. A Fund undertakes an affirmative evaluation of tax positions taken or expected to be taken in the course of preparing tax returns to determine whether it is more likely than not (i.e., greater than 50 percent) that each tax position will be sustained upon examination by a taxing authority based on the technical merits of the position. If such a tax position taken by a Fund is not sustained upon examination by a taxing authority, that Fund could incur taxes and penalties related to that position, and those amounts could be material. A tax position that meets the more likely than not recognition threshold is measured to determine the amount of benefits to recognize in the financial statements. Differences result in an increase in a liability for taxes payable (or a reduction of a tax refund receivable) and an increase in a deferred tax liability (or a reduction in a deferred tax asset). The Funds file U.S. federal income tax returns and, if applicable, returns in various foreign jurisdictions in which they invest. The last four tax year ends, or since inception (if shorter), and any interim tax period since then generally remain open for examination by taxing authorities.

Each Fund engages in ongoing monitoring and analysis; future conclusions reached by management could be different and result in adjustments to a Fund’s NAV and financial statements. The Funds are not aware of any tax

245

Notes to Financial Statements (Continued)

October 31, 2013

positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will significantly change in the next twelve months.

Distributions received from a Fund’s investments in U.S. REITs often include a “return of capital”, which is recorded by a Fund as a reduction of its cost basis in such investments. The Code requires a REIT to distribute at least 95% of its taxable income to investors. In many cases, however, because of “non-cash” expenses such as property depreciation, a REIT’s cash flow will exceed its taxable income. The REIT may distribute this excess cash to offer a more competitive yield. This portion of the REIT’s distribution is deemed a return of capital and is generally not taxable to a Fund.

The Regulated Investment Company Modernization Act of 2010 (the “Modernization Act”) is effective in the current tax year.

(k) Allocation of Expenses, Income, and Gains and Losses

Expenses directly attributable to a Fund are charged to that Fund. Expenses not directly attributable to a Fund are allocated proportionally among various or all series of the Trust. For each of the Funds, income, fund level expenses, and realized and unrealized gains or losses are allocated to each class of shares of a Fund based on the value of the outstanding shares of that class relative to the total value of the outstanding shares of the Fund. Expenses specific to a class (such as Rule 12b-1 and administrative services fees) are charged to that specific class.

3.  Transactions with Affiliates

Under the terms of the Trust’s Investment Advisory Agreement, NFA manages the investments of the assets and supervises the daily business affairs of the Funds in accordance with policies and procedures established by the Board of Trustees. NFA is a wholly owned subsidiary of Nationwide Financial Services, Inc. (“NFS”), a holding company which is a direct wholly owned subsidiary of Nationwide Corporation. NFA has selected the subadviser of each of the Funds as noted below, and provides investment management evaluation services in monitoring, on an ongoing basis, the performance of each subadviser.

Effective November 19, 2012, NFA has selected UBS Global Asset Management (Americas), Inc. (“UBS Global AM”) as the subadviser for the UBS Funds, and provides investment management evaluation services in monitoring, on an ongoing basis, the performance of the subadviser. Prior to November 19, 2012, Global Equity and High Yield Bond were managed by, and paid investment management fees to, UBS Global AM. For the period from July 1, 2012 through November 18, 2012, Global Equity and High Yield Bond paid $245,996 and $176,603, respectively, in investment management fees to UBS Global AM. For the period from November 19, 2012 through June 30, 2013, Global Equity and High Yield Bond paid $393,115 and $220,336, respectively, in investment management fees to NFA.

Effective April 22, 2013, NFA has selected Thompson, Siegel & Walmsley LLC (“TS&W”) (the “Subadviser”) as the subadviser for Core Plus Bond, and provides investment management evaluation services in monitoring, on an ongoing basis, the performance of the subadviser. Prior to April 22, 2013, Core Plus Bond was managed by, and paid investment management fees to, TS&W. For the period from November 1, 2012 to April 21, 2013, Core Plus Bond paid $148,577 in investment management fees to TS&W. For the period from April 22, 2013 to October 31, 2013, Core Plus Bond paid $248,323 in investment management fees to NFA.

As of October 31, 2013, the subadvisers for each Fund were as follows:

Fund	Subadviser
Nationwide Fund	HighMark Capital Management, Inc.(a)
Global Equity	UBS Global AM
Growth	Turner Investment Partners, L.P.
International Value	UBS Global AM
Small Company Growth	Brown Capital Management LLC
U.S. Small Cap Value	Dimensional Fund Advisors LP

246

Notes to Financial Statements (Continued)

October 31, 2013

Fund	Subadviser
Bond	Nationwide Asset Management, LLC (“NWAM”)(b)
Core Plus Bond	TS&W
Enhanced Income	HighMark Capital Management, Inc.(c)
Government Bond	NWAM(b)
High Yield Bond	UBS Global AM
Inflation-Protected Securities	NWAM(b)
Money Market	Federated Investment Management Company
Short Duration Bond	HighMark Capital Management, Inc.(c)

(a) Effective June 17, 2013, HighMark Capital Management, Inc. was appointed as subadviser to the Fund. Effective June14, 2013, Aberdeen Asset Management, Inc. and Diamond Hill Capital Management, Inc. were terminated and ceased serving as subadvisers to the Fund.

(b) NWAM is an affiliate of NFA.

(c) Effective June 17, 2013, HighMark Capital Management, Inc. was appointed as subadviser to the Fund. Effective June14, 2013, Morley Capital Management, Inc. was terminated and ceased serving as subadviser to the Fund.

Under the terms of the Investment Advisory Agreements, each Fund pays NFA an investment advisory fee based on the Fund’s average daily net assets. For the year ended October 31, 2013, the Funds paid investment advisory fees to NFA according to the schedule below.

Fund	Fee Schedule	Advisory Fee (annual rate)
Nationwide Fund and Growth	Up to $250 million		0.60	%
	$250 million up to $1 billion		0.575	%
	$1 billion up to $2 billion		0.55	%
	$2 billion up to $5 billion		0.525	%
	On $5 billion and more		0.50	%
Global Equity	Up to $250 million		0.75	%
	$250 million to $500 million		0.70	%
	$500 million up to $1 billion		0.68	%
	On $1 billion and more		0.65	%
International Value	All Assets		0.85	%
Small Company Growth	All Assets		0.90	%
U.S. Small Cap Value	All Assets		0.95	%
Bond and Government Bond	Up to $250 million		0.50	%
	$250 million up to $1 billion		0.475	%
	$1 billion up to $2 billion		0.45	%
	$2 billion up to $5 billion		0.425	%
	On $5 billion and more		0.40	%
Core Plus Bond	Up to $500 million		0.45	%
	$500 million up to $1 billion		0.425	%
	On $1 billion and more		0.40	%
High Yield Bond	Up to $500 million		0.55	%
	$500 million up to $1 billion		0.50	%
	On $1 billion and more		0.475	%
Inflation-Protected Securities	All Assets		0.25	%

247

Notes to Financial Statements (Continued)

October 31, 2013

Fund	Fee Schedule	Advisory Fee (annual rate)
Enhanced Income and Short Duration Bond	Up to $500 million		0.35	%
	$500 million up to $1 billion		0.34	%
	$1 billion up to $3 billion		0.325	%
	$3 billion up to $5 billion		0.30	%
	$5 billion up to $10 billion		0.285	%
	On $10 billion and more		0.275	%
Money Market	Up to $1 billion		0.40	%
	$1 billion up to $2 billion		0.38	%
	$2 billion up to $5 billion		0.36	%
	On $5 billion and more		0.34	%

From these fees, pursuant to subadvisory agreements, NFA pays fees to the affiliated and unaffiliated subadvisers. NFA paid NWAM $1,448,498 during the year ended October 31, 2013.

The Trust and NFA have entered into a written Expense Limitation Agreement that limits the Funds’ operating expenses (excluding Rule 12b-1 fees, administrative services fees, acquired fund fees and expenses, and certain other expenses) from exceeding the amounts listed in the table below until February 28, 2014.

Effective November 19, 2012, the Trust and NFA have entered into a written Expense Limitation Agreement that limits Global Equity and High Yield Bond’s operating expenses (excluding Rule 12b-1 fees, administrative services fees, acquired fund fees and expenses, and certain other expenses) from exceeding 0.95% and 0.75% for all share classes of Global Equity and High Yield Bond, respectively, until February 28, 2014. For the period from July 1, 2012 through November 18, 2012, UBS Global AM agreed to waive a portion of its investment advisory fee and/or reimburse the UBS Global Equity Fund and UBS High Yield Fund for operating expenses in order to keep the total annual operating expenses for UBS Global Equity Fund from exceeding 1.50%, 2.25%, and 1.25% for Class A, Class C, and Class Y, respectively, and UBS High Yield Fund from exceeding 1.20%, 1.70%, and 0.95% for Class A, Class C, and Class Y, respectively. In connection with the reorganization, for the period from July 17, 2012 through November 18, 2012, the UBS Fund’s board of trustees approved the waiver of the annual Rule 12b-1 distribution fee of 0.75% and 0.50%, respectively, of average net assets that is charged to the shareholders of Class C shares of each Fund. In addition, UBS Global Equity Fund and UBS High Yield Fund voluntarily lowered the expense limit applicable to Class C shares to 1.50% and 1.20%, respectively, to reflect the waiver of this Rule 12b-1 distribution fee.

Effective April 22, 2013, Core Plus Bond and NFA have entered into a written Expense Limitation Agreement that limits the Fund’s operating expenses (excluding Rule 12b-1 fees, administrative services fees, acquired fund fees and expenses, and certain other expenses) from exceeding 0.70% for all share classes until February 28, 2015. Prior to April 22, 2013, TS&W voluntarily agreed to waive a portion of its investment advisory fee and to assume expenses, if necessary, in order to keep Core Plus Bond’s total annual operating expenses from exceeding 0.75%. TS&W does not have the ability to recapture previously waived fees or reimbursed expenses. For the period from November 1, 2012 through April 21, 2013, TS&W voluntarily waived advisory fees in the amount of $106,649.

Fund	Classes		Amount (annual rate)
Nationwide Fund		N/A		N/A
Global Equity		All Classes		0.95	%
Growth		All Classes		0.65	%
International Value		All Classes		1.00	%
Small Company Growth		All Classes		0.94	%
U.S. Small Cap Value		All Classes		1.09	%
Bond		All Classes		0.55	%
Core Plus Bond		All Classes		0.70	%(a)

248

Notes to Financial Statements (Continued)

October 31, 2013

Fund	Classes		Amount (annual rate)
Enhanced Income		All Classes		0.45	%
Government Bond		N/A		N/A
High Yield Bond		All Classes		0.75	%
Inflation-Protected Securities		All Classes		0.30	%
Money Market		Prime		0.59	%
		Institutional Class		0.59	%
		Service Class		0.59	%(b)
Short Duration Bond		All Classes		0.55	%

N/A — Not Applicable.

(a) Effective through February 28, 2015.

(b) Effective until at least February 28, 2014, Fund Operating Expenses including the Rule 12b-1 fees and fees paid pursuant to the Fund’s Administrative Services Plan shall be limited to 0.75%.

NFA may request and receive reimbursement from a Fund for advisory fees waived and other expenses reimbursed by NFA pursuant to the Expense Limitation Agreement at a date not to exceed three years from the month in which the corresponding waiver or reimbursement to a Fund was made. However, no reimbursement may be made unless: (i) a Fund’s assets exceed $100 million and (ii) the total annual expense ratio of the class making such reimbursement is no higher than the amount of the expense limitation that was in place at the time NFA waived the fees or reimbursed the expenses and does not cause the expense ratio to exceed the current expense limitation. Reimbursement by a Fund of amounts previously waived or assumed by NFA is not permitted except as provided for in the Expense Limitation Agreement. The Expense Limitation Agreement may be changed or eliminated only with the consent of the Board of Trustees.

As of October 31, 2013, the cumulative potential reimbursements for the following Funds, listed by the period or year in which NFA waived fees or reimbursed expenses to a Fund, are:

Fund	Fiscal Year 2011 Amount		Fiscal Year 2012 Amount			Fiscal Year 2013 Amount			Total
Nationwide Fund		N/A		N/A			N/A			N/A
Global Equity		N/A		N/A		$	281,150	(a)	$	281,150
Growth	$	—	$	459,750			529,143			988,893
International Value		47,795		2,419			2,896			53,110
Small Company Growth		N/A		156,583	(b)		179,353			335,936
U.S. Small Cap Value		120,484		95,038			73,081			288,603
Bond		110,319		185,800			309,610			605,729
Core Plus Bond		N/A		N/A			26	(c)		26
Enhanced Income		33,073		66,467			46,083			145,623
Government Bond		N/A		N/A			N/A			N/A
High Yield Bond		N/A		N/A			210,496	(d)		210,496
Inflation-Protected Securities		N/A		21,150	(e)		166,823			187,973
Money Market		N/A		5,416			4,978			10,394
Short Duration Bond		109,309		92,742			63,905			265,956

N/A — Not Applicable.

249

Notes to Financial Statements (Continued)

October 31, 2013

Amount designated as “—” is zero or has been rounded to zero.

(a) For the periods from November 19, 2012 through June 30, 2013 and July 1, 2013 through October 31, 2013, the cumulative potential reimbursements amounted to $159,353 and $121,797, respectively.

(b) For the period from January 4, 2012 (commencement of operations) through October 31, 2012.

(c) For the period from April 22, 2013 through October 31, 2013.

(d) For the periods from November 19, 2012 through June 30, 2013 and July 1, 2013 through October 31, 2013, the cumulative potential reimbursements amounted to $102,897 and $107,599, respectively.

(e) For the period from September 18, 2012 (commencement of operations) through October 31, 2012.

Pursuant to the Expense Limitation Agreement, during the year ended October 31, 2013, International Value reimbursed NFA in the amount of $17,814. During the year ended October 31, 2013, no amounts were reimbursed by Global Equity, Growth, Small Company Growth, U.S. Small Cap Value, Bond, Core Plus Bond, Enhanced Income, High Yield Bond, Inflation-Protected Securities, Money Market, or Short Duration Bond to NFA pursuant to the Expense Limitation Agreement.

Prior to November 19, 2012, Global Equity and High Yield Bond were subject to an expense limitation agreement with UBS Global AM. For the period from July 1, 2012 through November 18, 2012, expenses reimbursed under the terms of that agreement were as follows:

Fund	Amount
Global Equity	$	80,959
High Yield Bond		61,930

In addition, NFA has agreed to waive an amount of its advisory fee for Growth equal to 0.10% per annum, calculated monthly based on Growth’s average daily net assets, through February 28, 2014. For the year ended October 31, 2013, NFA waived $199,952.

Due to a reduction in the subadvisory fees payable by NFA with respect to certain of the Funds, during the year ended October 31, 2013, NFA has agreed to waive from its Investment Advisory Fee an amount equal to $178,490 for Nationwide Fund and $13,729 for Government Bond, for which NFA shall not be entitled to later seek recoupment.

NFM, a wholly owned subsidiary of NFS Distributors, Inc. (“NFSDI”) (a wholly owned subsidiary of NFS), provides various administrative and accounting services for the Funds and serves as Transfer and Dividend Disbursing Agent for the Funds. NFM has entered into an agreement with a third-party service provider to provide certain sub-administration and sub-transfer agency services to the Funds. NFM pays the service provider a fee for these services.

Under the terms of a Joint Fund Administration and Transfer Agency Agreement, the fees for such services are based on the sum of the following: (i) the amount payable by NFM to its sub-administrator and sub-transfer agent; and (ii) a percentage of the combined average daily net assets of the Trust and Nationwide Variable Insurance Trust, a Delaware statutory trust and registered investment company that is affiliated with the Trust, according to the fee schedule below.

Combined Fee Schedule
Up to $25 billion	0.025	%
$25 billion and more	0.020	%

250

Notes to Financial Statements (Continued)

October 31, 2013

During the year ended October 31, 2013, NFM received $2,768,888 in fees from the Funds under the Joint Fund Administration and Transfer Agency Agreement.

Prior to April 22, 2013, Core Plus Bond was a series of an investment trust that was a party to an Administration Agreement with SEI Investments Global Funds Services (the “Administrator”) under which the Administrator provided administrative services to such investment trust for an annual fee equal to the higher of $125,000 for one portfolio, $250,000 for two portfolios, $350,000 for three portfolios, plus $75,000 per additional portfolio, plus $20,000 per additional class or 0.12% of the first $250 million, 0.10% of the next $250 million, 0.08% of the next $250 million and 0.04% of any amount above $750 million of the Portfolios’ average daily net assets. For the period from November 1, 2012 through April 21, 2013, the Administrator received $99,826 for such services.

In addition, the Trust pays out-of-pocket expenses reasonably incurred by NFM in providing services to the Funds and the Trust, including, but not limited to, the cost of pricing services that NFM utilizes and networking fees paid to broker-dealers that provide sub-accounting and sub-transfer agency services to their customers who are Fund shareholders. Such services, which are not otherwise provided by NFM, generally include individual account maintenance and recordkeeping, dividend disbursement, responding to shareholder calls and inquiries, providing statements and transaction confirmations, tax reporting, and other shareholder services. Depending on the nature and quality of the services provided, fees for these services may range from $6 to $21 per customer per year.

Prior to November 19, 2012, Global Equity and High Yield Bond participated in a similar administration agreement with UBS Global AM. For the period from July 1, 2012 through November 18, 2012, the Funds remitted payment to UBS Global AM, as follows:

Fund	Amount
Global Equity	$	6,417
High Yield Bond		5,364

For the period from July 1, 2012 through November 19, 2012, UBS Global AM received an administration fee from Global Equity and High Yield Bond of $24,675 and $22,131, respectively. UBS Financial Services Inc. provided certain services pursuant to a delegation of authority from BNY Mellon Investment Servicing (“BNY Mellon”) as each Fund’s transfer agent, and was compensated for these services by BNY Mellon, not the Funds.

For the period from July 1, 2012 through November 18, 2012, UBS Financial Services Inc. received from BNY Mellon, not the Funds, total service fees as follows:

Fund	Amount
Global Equity	$	21,674
High Yield Bond		7,073

Under the terms of the Joint Fund Administration and Transfer Agency Agreement and a letter agreement between NFM and the Trust, the Trust has agreed to reimburse NFM for certain costs related to the Funds’ portion of ongoing administration, monitoring and annual (compliance audit) testing of the Trust’s Rule 38a-1 Compliance Program subject to the pre-approval of the Trust’s Audit Committee. These costs are allocated among the series of the Trust based upon their relative net assets. For the year ended October 31, 2013, the Funds’ aggregate portion of such costs amounted to $14,655. Prior to April 22, 2013 Core Plus Bond paid $2,781 to TS&W.

Under the terms of a Distribution Plan pursuant to Rule 12b-1 under the 1940 Act, Nationwide Fund Distributors LLC (“NFD”), the Funds’ principal underwriter, is compensated by the Funds for expenses associated with the distribution of certain classes of shares of the Funds. NFD is a wholly owned subsidiary of NFSDI. These fees are based on average daily net assets of the respective class of the Funds at an annual rate shown below.

251

Notes to Financial Statements (Continued)

October 31, 2013

Fund	Class A Shares			Class B Shares			Class C Shares			Class R2 Shares			Service Class Shares
Nationwide Fund		0.25	%		1.00	%		1.00	%		0.50	%		N/A
Global Equity(a)		0.25	%		N/A			1.00	%		N/A			N/A
Growth		0.25	%		1.00	%		1.00	%		0.50	%		N/A
International Value		0.25	%		N/A			1.00	%		N/A			N/A
Small Company Growth		0.25	%		N/A			N/A			N/A			N/A
U.S. Small Cap Value		0.25	%		N/A			1.00	%		N/A			N/A
Bond		0.25	%		1.00	%		1.00	%		0.50	%		N/A
Core Plus Bond		0.25	%		N/A			N/A			N/A			N/A
Enhanced Income		0.25	%		N/A			N/A			0.50	%		N/A
Government Bond		0.25	%		1.00	%		1.00	%		0.50	%		N/A
High Yield Bond(a)		0.25	%		N/A			0.75	%		N/A			N/A
Inflation-Protected Securities		0.25	%		N/A			N/A			N/A			N/A
Money Market		N/A			N/A			N/A			N/A			0.15	%
Short Duration Bond		0.25	%		N/A			0.75	%		N/A			0.25	%

N/A — Not Applicable.

(a) Effective November 19, 2012.

For the period from July 1, 2012 through November 18, 2012, the UBS Funds, on behalf of the corresponding Fund, was party to a distribution agreement with, and paid its fees to, UBS Global AM as follows:

Fund	Amount
Global Equity	$	69,855
High Yield Bond		40,183

Pursuant to an Underwriting Agreement, NFD serves as principal underwriter of the Funds in the continuous distribution of their shares and receives commissions in the form of a front-end sales charge on Class A shares. These fees are deducted from, and are not included in, proceeds from sales of Class A shares of the Funds. From these fees, NFD pays sales commissions, salaries and other expenses in connection with generating new sales of Class A shares of the Funds. Nationwide Fund, Global Equity, Growth, International Value, Small Company Growth and U.S. Small Cap Value Class A sales charges ranged from 0% to 5.75%, Bond, Government Bond, Inflation-Protected Securities, Core Plus Bond and High Yield Bond Class A sales charges ranged from 0% to 4.25% and Enhanced Income and Short Duration Bond Class A sales charges ranged from 0% to 2.25% based on the amount purchased. Effective October 29, 2013, Bond, Government Bond and Inflation-Protected Securities Class A sales charges changed in such a manner that the new Class A sales charges are equal to or lower than the prior Class A sales charges. For the year ended October 31, 2013, the Funds imposed front-end sales charges of $384,907. For the period from July 1, 2013 through October 31, 2013, Global Equity and High Yield Bond imposed front-end sales charges of $27,848.

NFD also receives fees in the form of contingent deferred sales charges (“CDSCs”) on Class A, Class B and Class C shares. These fees may cause the redeemed value of a shareholder’s account to fall below the total purchase payments. A CDSC is imposed on Class A shares for certain redemptions, Class B shares made within 6 years of purchase, and Class C shares made within 1 year of purchase. Effective July 1, 2013, applicable Class A CDSCs were 1% for the Nationwide Fund, Global Equity, Growth, International Value, Small Company Growth and U.S. Small Cap Value, 0.75% for Bond, Core Plus Bond, Government Bond, High Yield Bond and Inflation-Protected Securities, and 0.50% for Enhanced Income and Short Duration Bond based on the original purchase price or the current market value of the shares being redeemed. Prior to July 1, 2013, applicable Class A CDSCs ranged from 0.25% to 0.50% for the Nationwide Fund, Enhanced Income, Growth and Short Duration, 0.25% to 0.75% for Bond, Core Plus Bond, Government Bond, High Yield Bond and Inflation-Protected Securities, and 0.25% to 1.00% for Global Equity, International Value, Small Company Growth and U.S. Small Cap Value, based on the original purchase price or the current market value of the shares being redeemed. Class B

252

Notes to Financial Statements (Continued)

October 31, 2013

CDSCs ranged from 1% to 5% for all Funds, based on the original purchase price or the current market value of the shares being redeemed and depending on how long the shares were held before redemption. Class C CDSCs were 1% for the Nationwide Fund, Global Equity, Growth, International Value, U.S. Small Cap Value, Bond and Government Bond and 0.75% for Core Plus Bond, High Yield Bond and Short Duration Bond, based on the original purchase price or the current market value of the shares being redeemed. For the year ended October 31, 2013, the Funds imposed CDSCs of $20,178. For the period from July 1, 2013 through October 31, 2013, Global Equity and High Yield Bond imposed CDSCs of $1,507.

Under the terms of an Administrative Services Plan, the Funds pay fees to servicing organizations, such as broker-dealers, including NFS, and financial institutions that agree to provide administrative support services to the shareholders of certain classes. These services may include, but are not limited to, the following: (i) establishing and maintaining shareholder accounts; (ii) processing purchase and redemption transactions; (iii) arranging bank wires; (iv) performing shareholder sub-accounting; (v) answering inquiries regarding the Funds; and (vi) other such services. These fees are calculated at an annual rate of up to 0.25% of the average daily net assets of Class A, Class R2, Prime, Institutional Service Class, and Service Class shares of each of the Funds.

For the year ended October 31, 2013, NFS earned the following amounts in administrative services fees from each Fund:

Fund	Amount
Nationwide Fund	$	337,126
Global Equity(a)		9,563
Growth		114,934
International Value		490,605
Small Company Growth		38
U.S. Small Cap Value		287,974
Bond		45,286
Core Plus Bond(b)		30
Enhanced Income		6,693
Government Bond		97,305
High Yield Bond(a)		976
Inflation-Protected Securities		—
Money Market		760,052
Short Duration Bond		53,936

(a) For the period from July 1, 2013 through October 31, 2013.

(b) For the period from April 22, 2013 through October 31, 2013.

Amounts designated as “—” are zero or have been rounded to zero.

Prior to April 22, 2013, certain brokers, dealers, banks, trust companies and other financial institutions received compensation from Core Plus Bond for providing a variety of services, including record keeping and transaction processing. Such fees were based on the assets of the Fund that were serviced by the financial institution. Such fees were paid by the Fund to the extent that the number of accounts serviced by the financial institution multiplied by the account fee charged by the Fund’s transfer agent would not exceed the amount that would have been charged had the accounts serviced by the financial institution been serviced directly through the Fund’s transfer agent. All fees in excess of this calculated amount were paid by TS&W. For the period from November 1, 2012 through April 21, 2013, the Fund paid $22,435 in these fees.

During the year ended October 31, 2013, NFA voluntarily waived investment advisory fees payable by Money Market in an amount equal to $3,411,786. During the same period, NFD voluntarily waived Rule 12b-1 fees payable by Service Class shares of Money Market in an amount equal to $5,959. Also during that period, NFS voluntarily waived fees payable to it pursuant to the Trust’s Administrative Services Plan by Prime shares and Service Class shares of Money

253

Notes to Financial Statements (Continued)

October 31, 2013

Market in an amount equal to $760,052. Each of these fee waivers was made voluntarily, and neither NFA, NFD nor NFS shall be entitled to reimbursement by Money Market of any of the amounts waived. Such waivers may be discontinued at any time, and neither NFA, NFD nor NFS represents that any of these voluntary waivers will be continued or repeated.

As of October 31, 2013, NFA or its affiliates directly held the percentage indicated below of the shares outstanding of the applicable Fund.

Fund	% of Shares Outstanding Owned
Nationwide Fund		36.52	%
Global Equity		0.01
Growth		3.51
International Value		91.85
Small Company Growth		5.47
U.S. Small Cap Value		80.80
Bond		15.35
Core Plus Bond		74.53
Enhanced Income		91.78
Government Bond		26.37
High Yield Bond		0.02
Inflation-Protected Securities		99.98
Money Market		22.14
Short Duration Bond		2.00

4.  Redemption Fees

For the period from November 1, 2011 through July 31, 2012, the Funds, except for Global Equity, Core Plus Bond, Enhanced Income, High Yield Bond, and Money Market, assessed a 2.00% redemption fee on shares that were sold or exchanged within the minimum holding period, which was 90 calendar days from the date of purchase for International Value and U.S. Small Cap Value; 30 calendar days for Nationwide Fund, Growth and Small Company Growth; and seven calendar days for Bond, Government Bond, and Short Duration Bond. The redemption fee, if any, was paid directly to the applicable Fund and was intended to offset the cost to a Fund of excess brokerage commissions, market impact, and other costs associated with fluctuations in a Fund’s asset levels and cash flow caused by short-term trading of a Fund’s shares. For purposes of determining whether the redemption fee applied, the shares that were held the longest were redeemed first. This redemption fee was in addition to any CDSCs that were applicable at the time of sale. The redemption fee was not applied in certain circumstances, such as redemptions or exchanges of shares held in certain omnibus accounts or retirement plans that were not able to implement the redemption fee. The fee did not apply to shares purchased through automatically reinvested dividends or capital gain distributions. Effective August 1, 2012, redemption fees were eliminated.

For the year ended October 31, 2012, Nationwide Fund, Growth, U.S. Small Cap Value, Bond, and Short Duration Bond had contributions to capital due to the collection of redemption fees in the amounts of $932, $639, $2, $2, and $6,792, respectively.

For the period from July 1, 2012 through November 18, 2012, Global Equity and High Yield Bond imposed a redemption fee on shares sold or exchanged within 90 days of purchase. For the period July 1, 2012 to November 18, 2012, Global Equity and High Yield had contributions to capital due to the collection of redemption fees in the amounts of $795 and $73, respectively. Effective November 19, 2012, the Funds did not impose a redemption fee.

5.  Bank Loans and Earnings Credit

The Trust has a credit agreement with JPMorgan, The Bank of New York Mellon, Wells Fargo Bank National Association, and U.S. Bank National Association, permitting the Trust to borrow up to $100,000,000. Advances taken by a Fund under

254

Notes to Financial Statements (Continued)

October 31, 2013

this arrangement would be primarily for temporary or emergency purposes, including the meeting of redemption requests that otherwise might require the untimely disposition of securities, and are subject to a Fund’s borrowing restrictions. The line of credit requires a commitment fee of 0.07% per year on $100,000,000. Prior to July 18, 2013, the line of credit required a commitment fee of 0.08% on $90,000,000. Borrowings under this arrangement bear interest at a rate of 1.00% per annum plus the higher of (a) the one month London Interbank Offered Rate or (b) the Federal Funds Rate. Interest costs, if any, would be shown on the Statement of Operations. No compensating balances are required under the terms of the line of credit. The line of credit is renewed annually, and next expires on July 17, 2014. Effective July 18, 2013, Global Equity, Core Plus Bond and High Yield Bond became a party to this credit agreement. There were no borrowings under the line of credit during the year ended October 31, 2013.

Prior to November 19, 2012, Global Equity and High Yield Bond had a credit agreement that could be utilized for various purposes. As of November 18, 2012, the Funds had no borrowings from the credit agreement.

Prior to April 22, 2013, Core Plus Bond earned cash management credits which were used to offset transfer agent expenses. For the period from November 1, 2012 through April 21, 2013, Core Plus Bond received $4 in cash management credits.

JPMorgan provides earnings credits for cash balances maintained in the Funds’ custody accounts, which are used to offset custody fees of a Fund.

6.  Investment Transactions

For the year ended October 31, 2013, purchases of and sales of securities (excluding short-term securities) were as follows:

Fund	Purchases		Sales
Nationwide Fund	$	790,582,217	$	791,586,745
Global Equity(a)		14,611,875		21,779,408
Growth		225,823,297		282,652,174
International Value		48,709,034		147,744,989
Small Company Growth		45,331,178		599,748
U.S. Small Cap Value		40,197,894		23,322,621
Bond		21,764,708		33,669,394
Core Plus Bond		229,648,620		40,768,417
Enhanced Income		143,328,785		175,854,592
Government Bond		155,330,867		186,510,429
High Yield Bond(a)		12,119,382		14,781,012
Inflation-Protected Securities		184,067,547		65,555,612
Short Duration Bond		77,582,683		135,648,275

For the year ended October 31, 2013, purchases and sales of U.S. Government securities were as follows:

Fund	Purchases		Sales
Bond	$	4,109,467	$	13,240,063
Core Plus Bond		15,095,416		6,968,206
Enhanced Income		—		2,516,670
Government Bond		7,856,517		14,777,678
High Yield Bond(a)		—		—
Inflation-Protected Securities		187,978,004		69,462,375
Money Market		124,985,806		127,000,000
Short Duration Bond		—		9,064,229

Amounts designated as “—” are zero or have been rounded to zero.

(a) For the period from July 1, 2013 through October 31, 2013.

255

Notes to Financial Statements (Continued)

October 31, 2013

7.  Portfolio Investment Risks

Risks Associated with Interest Rates

Prices of fixed-income securities generally increase when interest rates decline and decrease when interest rates increase. Prices of longer-term securities generally change more in response to interest rate changes than prices of shorter term securities. To the extent the Fund invests a substantial portion of its assets in fixed-income securities with longer-term maturities, rising interest rates are more likely to cause the value of the Fund’s investments to decline significantly.

Risks Associated with Foreign Securities and Currencies

Investments in securities of foreign issuers carry certain risks not ordinarily associated with investments in securities of U.S. issuers. These risks include foreign currency fluctuations, future disruptive political and economic developments and the possible imposition of exchange controls or other unfavorable foreign government laws and restrictions. In addition, investments in certain countries may carry risks of expropriation of assets, confiscatory taxation, political or social instability, or diplomatic developments that adversely affect investments in those countries.

Certain countries also may impose substantial restrictions on investments in their capital markets by foreign entities, including restrictions on investments in issuers in industries deemed sensitive to relevant national interests. These factors may limit the investment opportunities available and result in a lack of liquidity and high price volatility with respect to securities of issuers from developing countries.

Risks Associated with REIT and Real Estate Investments

Investments in REITs and in real estate securities carry certain risks associated with direct ownership of real estate and with the real estate industry in general. These risks include possible declines in the value of real estate, possible lack of availability of mortgage funds, unexpected vacancies of properties, and the relative lack of liquidity associated with investments in real estate.

8.  Indemnifications

Under the Trust’s organizational documents, the Trust’s Officers and Trustees are indemnified by the Trust against certain liabilities arising out of the performance of their duties to the Trust. In addition, the Trust has entered into indemnification agreements with its Trustees and certain of its Officers. Trust Officers receive no compensation from the Trust for serving as its Officers. In addition, in the normal course of business, the Trust enters into contracts with its vendors and others that provide for general indemnifications. The Trust’s maximum liability under these arrangements is unknown, as this would involve future claims made against the Trust. Based on experience, however, the Trust expects the risk of loss to be remote.

9.  New Accounting Pronouncement

In January 2013, Accounting Standards Update 2013-01 (“ASU 2013-01”), Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities, replaced Accounting Standards Update 2011-11 (“ASU 2011-11”), Disclosures about Offsetting Assets and Liabilities. ASU 2013-01 is effective for fiscal years beginning on or after January 1, 2013, and interim periods within those annual periods. ASU 2011-11 was intended to enhance disclosure requirements on the offsetting of financial assets and liabilities. ASU 2013-01 limits the scope of the new balance sheet offsetting disclosures to derivatives, repurchase agreements, and securities lending transactions to the extent that they are (i) offset in the financial statements or (ii) subject to an enforceable master netting arrangement or similar agreement. Management continues to evaluate the application of ASU 2013-01 and its impact, if any, for the Funds’ financial statements.

10.  Other

As of October 31, 2013, the Funds had individual shareholder accounts and/or omnibus shareholder accounts (comprising a group of individual shareholders), which held more than 10% of the total shares outstanding of the Funds as detailed below.

256

Notes to Financial Statements (Continued)

October 31, 2013

Fund	% of Shares			Number of Accounts
Nationwide Fund		30.16	%		2
Global Equity		51.04			1
Growth		—			—
International Value		85.96			2
Small Company Growth		83.57			2
U.S. Small Cap Value		75.62			2
Bond		12.48			1
Core Plus Bond		71.56			3	(a)
Enhanced Income		91.78			3	(a)
Government Bond		41.06			2
High Yield Bond		56.77			3
Inflation-Protected Securities		78.48			3	(a)
Money Market		66.40			2
Short Duration Bond		48.75			3

Amounts designated as “—” are zero or have been rounded to zero.

(a) Each such account is the account of an affiliated fund, except Core Plus Bond where 2 of 3 accounts are the account of an affiliated fund.

11.  Recaptured Brokerage Commissions

The Funds have entered into agreements with brokers whereby the brokers will return a portion of the Funds’ brokerage commissions on behalf of certain Funds. Such amounts, under such agreements, are included in net realized gain/(loss) on the sale of investments presented in the Funds’ Statement of Operations. For the year ended October 31, 2013, the Funds recaptured the following amounts of brokerage commissions:

Fund	Amount
Nationwide Fund	$	39,241
Global Equity(a)		—
Growth		37,999
International Value		309
Small Company Growth		2,958
U.S. Small Cap Value		—

(a) For the period from July 1, 2013 through October 31, 2013.

Amounts designated as “—” are zero or have been rounded to zero.

12.  Federal Tax Information

The tax character of distributions paid during the year ended October 31, 2013 was as follows:

	Distributions paid from
Fund	Ordinary Income		Net Long-Term Capital Gains		Total Taxable Distributions		Return of Capital		Total Distributions Paid
Nationwide Fund	$	9,838,702	$	—	$	9,838,702	$	—	$	9,838,702
Global Equity(a)		—		—		—		—		—
Growth		1,384,692		—		1,384,692		—		1,384,692
International Value		5,120,597		—		5,120,597		—		5,120,597

257

Notes to Financial Statements (Continued)

October 31, 2013

	Distributions paid from
Fund	Ordinary Income		Net Long-Term Capital Gains		Total Taxable Distributions		Return of Capital		Total Distributions Paid
Small Company Growth	$	95,019	$	—	$	95,019	$	—	$	95,019
U.S. Small Cap Value		1,149,220		1,438,594		2,587,814		—		2,587,814
Bond		3,257,432		815,067		4,072,499		—		4,072,499
Core Plus Bond		2,936,202		726,428		3,662,630		—		3,662,630
Enhanced Income		2,227,996		—		2,227,996		—		2,227,996
Government Bond		3,485,808		690,826		4,176,634		—		4,176,634
High Yield Bond(a)		1,082,393		—		1,082,393		—		1,082,393
Inflation-Protected Securities		172,645		—		172,645		—		172,645
Money Market		—		—		—		—		—
Short Duration Bond		1,117,206		—		1,117,206		—		1,117,206

(a) For the period from July 1, 2013 through October 31, 2013,

Amounts designated as “—” are zero or have been rounded to zero.

The tax character of distributions paid during the year ended June 30, 2013 was as follows:

	Distributions paid from
Fund	Ordinary Income		Net Long-Term Capital Gains		Total Taxable Distributions		Return of Capital		Total Distributions Paid
Global Equity	$	2,578,048	$	—	$	2,578,048	$	—	$	2,578,048
High Yield Bond		4,507,536		—		4,507,536		—		4,507,536

Amounts designated as “—” are zero or have been rounded to zero.

The tax character of distributions paid during the year ended October 31, 2012 was as follows:

	Distributions paid from
Fund	Ordinary Income		Net Long-Term Capital Gains		Total Taxable Distributions		Return of Capital		Total Distributions Paid
Nationwide Fund	$	8,314,176	$	—	$	8,314,176	$	—	$	8,314,176
Growth		—		—		—		—		—
International Value		2,885,576		—		2,885,576		—		2,885,576
Small Company Growth(a)		—		—		—		—		—
U.S. Small Cap Value		—		1,663,737		1,663,737		—		1,663,737
Bond		3,584,219		1,504,583		5,088,802		—		5,088,802
Core Plus Bond		2,926,622		628,959		3,555,581		—		3,555,581
Enhanced Income		3,014,533		—		3,014,533		—		3,014,533
Government Bond		5,898,202		450,980		6,349,182		—		6,349,182
Inflation-Protected Securities(b)		—		—		—		—		—
Money Market		—		—		—		—		—
Short Duration Bond		1,152,423		—		1,152,423		—		1,152,423

Amounts designated as “—” are zero or have been rounded to zero.

(a) For the period from January 4, 2012 (commencement of operations) through October 31, 2012.

(b) For the period from September 18, 2012 (commencement of operations) through October 31, 2012.

258

Notes to Financial Statements (Continued)

October 31, 2013

The tax character of distributions paid during the year ended June 30, 2012 was as follows:

	Distributions paid from
Fund	Ordinary Income		Net Long-Term Capital Gains		Total Taxable Distributions		Return of Capital		Total Distributions Paid
Global Equity	$	156,343	$	—	$	156,343	$	—	$	156,343
High Yield Bond		5,952,569		—		5,952,569		—		5,952,569

Amounts designated as “—” are zero or have been rounded to zero.

As of October 31, 2013, the components of accumulated earnings/(deficit) on a tax basis were as follows:

Fund	Undistributed Ordinary Income		Undistributed Long-Term Capital Gains		Accumulated Earnings		Distributions Payable*			Accumulated Capital and Other Losses			Unrealized Appreciation/ (Depreciation)**			Total Accumulated Earnings (Deficit)
Nationwide Fund	$	3,041,985	$	—	$	3,041,985	$	—		$	(96,218,143	)	$	71,291,742		$	(21,884,416	)
Global Equity		1,763,085		—		1,763,085		—			(23,473,918	)		17,257,343			(4,453,490	)
Growth		543,534		15,297,385		15,840,919		—			—			30,336,163			46,177,082
International Value		3,163,356		—		3,163,356		—			(46,076,690	)		17,934,391			(24,978,943	)
Small Company Growth		1		150,769		150,770		—			(19,348	)		6,741,751			6,873,173
U.S. Small Cap Value		204,276		7,752,788		7,957,064		—			—			35,977,712			43,934,776
Bond		77,213		341,172		418,385		(232,528	)		—			2,984,580			3,170,437
Core Plus Bond		574,415		522,052		1,096,467		(486,869	)		—			1,175,259			1,784,857
Enhanced Income		—		—		—		(149,247	)		(8,201,069	)		(59,857	)		(8,410,173	)
Government Bond		—		—		—		(75,428	)		—			(304,046	)		(379,474	)
High Yield Bond		264,966		—		264,966		(265,197	)		(37,394,048	)		1,845,777			(35,548,502	)
Inflation-Protected Securities		—		—		—		—			(3,609,539	)		(11,976,132	)		(15,585,671	)
Money Market		—		—		—		—			(1,624,884	)		—			(1,624,884	)
Short Duration Bond		—		—		—		(86,399	)		(1,407,524	)		(87,846	)		(1,581,769	)

Amounts designated as “—” are zero or have been rounded to zero.

* Differences between financial statement distributions payable and tax-basis distributions payable are a result of accrual-based accounting and cash-basis accounting used for federal tax reporting purposes.

** The difference between book-basis and tax-basis unrealized appreciation/(depreciation) is primarily attributable to timing differences in recognizing certain gains and losses on investment transactions.

259

Notes to Financial Statements (Continued)

October 31, 2013

As of October 31, 2013, the tax cost of securities (excluding derivative contracts) and the breakdown of unrealized appreciation/ (depreciation) was as follows:

Fund	Tax Cost of Securities		Unrealized Appreciation		Unrealized Depreciation			Net Unrealized Appreciation/ (Depreciation)
Nationwide Fund	$	747,109,216	$	80,285,056	$	(8,993,310	)	$	71,291,746
Global Equity		71,980,892		20,085,262		(2,903,180	)		17,182,082
Growth		146,829,095		32,146,687		(1,810,524	)		30,336,163
International Value		105,720,653		22,043,876		(4,111,681	)		17,932,195
Small Company Growth		52,959,388		7,949,379		(1,207,628	)		6,741,751
U.S. Small Cap Value		127,297,166		43,362,493		(7,384,781	)		35,977,712
Bond		77,782,351		3,835,279		(850,699	)		2,984,580
Core Plus Bond		284,107,365		2,927,467		(1,752,208	)		1,175,259
Enhanced Income		241,074,655		542,041		(601,898	)		(59,857	)
Government Bond		83,447,702		1,255,074		(1,559,120	)		(304,046	)
High Yield Bond		52,735,240		2,269,744		(423,967	)		1,845,777
Inflation-Protected Securities		158,527,749		—		(11,976,132	)		(11,976,132	)
Money Market		1,242,685,984		1,387		(1,387	)		—
Short Duration Bond		99,661,041		418,774		(506,620	)		(87,846	)

Amounts designated as “—” are zero or have been rounded to zero.

As of October 31, 2013, for federal income tax purposes, the Funds have capital loss carryforwards available to offset capital gains, if any, to the extent provided by the U.S. Treasury regulations and in any given year may be limited due to large shareholder redemptions or contributions.

The following table represents capital loss carryforwards that will be considered short term, and may expire unused.

Fund	Amount		Expires
Nationwide Fund	$	1,493,584		2017
Nationwide Fund		94,724,559		2018
Global Equity		23,473,918		2017
International Value		39,723,441		2017
International Value		3,059,470		2018
International Value		3,293,779		2019
Enhanced Income		688,792		2014
Enhanced Income		603,783		2016
Enhanced Income		1,323,888		2017
Enhanced Income		922,109		2018
Enhanced Income		1,507,116		2019
High Yield Bond		5,885,761		2014
High Yield Bond		1,000,707		2015

260

Notes to Financial Statements (Continued)

October 31, 2013

Fund	Amount		Expires
High Yield Bond	$	4,782,241		2016
High Yield Bond		25,725,339		2017
Money Market		1,624,884		2016
Short Duration Bond*		798,570		2014
Short Duration Bond*		60,208		2015
Short Duration Bond*		135,829		2016

* A portion of the capital loss carryforward is subject to an annual limitation under the Internal Revenue Code and Regulations.

As of June 30, 2013, for federal income tax purposes, Global Equity and High Yield Bond have capital loss carryforwards available to offset capital gains, if any, to the extent provided by the U.S. Treasury regulations and in any given year may be limited due to large shareholder redemptions or contributions.

The following table represents capital loss carryforwards that will be considered short term, and may expire unused.

Fund	Amount		Expires
Global Equity	$	26,337,016		2018
High Yield Bond		22,213,870		2014
High Yield Bond		5,885,761		2015
High Yield Bond		1,000,707		2016
High Yield Bond		4,782,241		2017
High Yield Bond		25,725,339		2018

During the year ended October 31, 2013, for federal income tax purposes, the Funds utilized capital loss carryforwards in the amounts listed below.

Fund	Amount
Nationwide Fund	$	161,904,526
Global Equity		2,863,098
Growth		5,721,982
International Value		10,650,489
High Yield Bond		686,093
Money Market		8,928

During the year ended June 30, 2013, for federal income tax purposes, Global Equity and High Yield Bond utilized capital loss carryforwards in the amounts listed below.

Fund	Amount
Global Equity	$	938,805
High Yield Bond		2,222,124

During the year ended October 31, 2013, the Funds had capital loss carryforwards that expired, and are no longer eligible to offset future capital gains, if any, in the amounts listed below.

Fund	Amount
High Yield Bond	$	21,527,777
Short Duration Bond		1,446,234

During the year ended June 30, 2013, High Yield Bond had capital loss carryforwards that expired, and are no longer eligible to offset future capital gains, if any, in the amounts listed below.

Fund	Amount
High Yield Bond	$	8,845,656

261

Notes to Financial Statements (Continued)

October 31, 2013

The following table represents capital loss carryforwards that are subject to the Modernization Act. These losses will retain the character reflected and will be utilized to offset capital gains, if any, prior to the utilization of those capital loss carryforwards noted above.

	Loss Carryforward Character
Fund	Short Term		Long Term
Enhanced Income	$	1,186,801	$	1,968,580
Inflation-Protected Securities*		1,616,333		1,866,587
Short Duration Bond*		412,917		—

* A portion of the capital loss carryforward is subject to an annual limitation under the Internal Revenue Code and Regulations.

Amount designated as “—” is zero or has been rounded to zero.

Deferred late year losses represent ordinary losses realized on investment transactions from January 1, 2013 through October 31, 2013, that in accordance with federal income tax regulations the Funds have elected to defer and treat as having arisen on the first day of the following fiscal year. For the year ended October 31, 2013, the Funds have elected to defer late year losses in the amounts listed below.

Fund	Late Year Loss Deferral
Small Company Growth	$	19,348
Inflation-Protected Securities		6,659

13. Subsequent Events

Effective on or about February 21, 2014, the existing Class B shares of Nationwide Fund, Growth, Bond, and Government Bond will be converted to Class A shares of the same Fund. Class B shares will no longer be offered as of the same date.

Effective March 1, 2014, Class R2 shares of Nationwide Fund, Growth, Bond, Enhanced Income, and Government Bond will be renamed “Class R” shares.

Management has evaluated the impact of subsequent events on the Funds and has determined that there are no additional subsequent events requiring recognition or disclosure in the financial statements.

262

Report of Independent Registered Public Accounting Firm

To the Board of Trustees and Shareholders of Nationwide Mutual Funds:

In our opinion, the accompanying statements of assets and liabilities, including the statements of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Nationwide Fund, Nationwide Global Equity Fund, Nationwide Growth Fund, Nationwide International Value Fund, Nationwide Small Company Growth Fund, Nationwide U.S. Small Cap Value Fund, Nationwide Bond Fund, Nationwide Core Plus Bond Fund, Nationwide Enhanced Income Fund, Nationwide Government Bond Fund, Nationwide High Yield Bond Fund, Nationwide Inflation-Protected Securities Fund, Nationwide Money Market Fund, and Nationwide Short Duration Bond Fund (fourteen series of Nationwide Mutual Funds, hereafter referred to as the “Funds”) at October 31, 2013, the results of each of their operations, the changes in each of their net assets and the financial highlights for each of the periods indicated, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as “financial statements”) are the responsibility of the Funds’ management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at October 31, 2013 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

/s/ PricewaterhouseCoopers LLP

Philadelphia, Pennsylvania

December 23, 2013

263

Supplemental Information

October 31, 2013 (Unaudited)

Other Federal Tax Information

For the year ended October 31, 2013, certain dividends paid by the Funds may be subject to a maximum tax rate of 20% as provided for by the Jobs and Growth Tax Relief Reconciliation Act of 2003. The Funds intend to designate the maximum amount allowable as taxed at a maximum rate of 15%. Complete information will be reported in conjunction with your 2013 Form 1099-DIV.

For the taxable year ended October 31, 2013, the following percentages of income dividends paid by the Funds qualify for the dividends received deduction available to corporations:

Fund	Dividends Received Deductions
Nationwide Fund		100.00	%
Growth		100.00
Small Company Growth		34.92
U.S. Small Cap Value		100.00

The Funds designate the following amounts, or the maximum amount allowable under the Internal Revenue Code, as long term capital gain distributions qualifying for the maximum 20% income tax rate for individuals:

Fund	Amount
U.S. Small Cap Value	$	1,438,594
Bond		815,067
Core Plus Bond		726,428
Government Bond		690,826

Certain Funds have derived net income from sources within foreign countries. As of October 31, 2013, the foreign source income for each Fund was as follows:

Fund	Amount		Per Share
Global Equity	$	409,510	$	0.0703
International Value		5,954,163		0.3351

Certain Funds intend to elect to pass through to shareholders the income tax credit for taxes paid to foreign countries. As of October 31, 2013, the foreign tax credit for each Fund was as follows:

Fund	Amount		Per Share
Global Equity	$	16,462	$	0.0028
International Value		484,854		0.0273

264

Management Information

October 31, 2013

Trustees and Officers of the Trust

The address for each Trustee is: c/o Nationwide Funds Group, 1000 Continental Drive, Suite 400, King of Prussia, PA 19406.

Name and Year of Birth	Position(s) Held with the Trust and Length of Time Served1,2	Principal Occupation(s) During Past Five Years (or longer)3	Number of Portfolios in the Nationwide Fund Complex Overseen by Trustee		Other Directorships Held by Trustee During Past Five Years4
Charles E. Allen 1948	Trustee since July 2000	Mr. Allen was Chairman, Chief Executive Officer and President of Graimark Realty Advisors, Inc. (real estate development, investment and asset management) from its founding in 1987 to 2012.		112	None
Paula H.J. Cholmondeley 1947	Trustee since July 2000	Ms. Cholmondeley focuses full time on corporate governance. She sits on public company boards and is also on the faculty of the National Association of Corporate Directors. She has served as a Chief Executive Officer of Sorrel Group (management consulting company) since January 2004. From April 2000 through December 2003, Ms. Cholmondeley was Vice President and General Manager of Sappi Fine Paper North America.		112	Director of Dentsply International, Inc. (dental products) from 2002 to present, Ultralife Batteries, Inc. from 2004 to 2010, Albany International Corp. (paper industry) from 2005 to 2013, Terex Corporation (construction equipment) from 2004 to present, and Minerals Technology, Inc. (specialty chemicals) from 2005 to present.
Phyllis Kay Dryden 1947	Trustee since December 2004	Ms. Dryden became CEO and President of Energy Dispute Solutions, LLC in January 2013, leading a company providing strategy consulting, arbitration and mediation services. She has been a management consultant since 1996, first as a partner of Mitchell Madison Group, then as a managing partner and head of west coast business development for marchFIRST, returning to Mitchell Madison Group in 2003 as an associated partner until January 2010 and thereafter as an independent strategy consultant through December 2012. Ms. Dryden was VP and General Counsel of Lucasfilm, Ltd. from 1981 to 1984, SVP and General Counsel of Charles Schwab and Co., Inc. from 1984 to 1992, and EVP and General Counsel of Del Monte Foods from 1992 to 1995.		112	None

265

Management Information (Continued)

October 31, 2013

The address for each Trustee is: c/o Nationwide Funds Group, 1000 Continental Drive, Suite 400, King of Prussia, PA 19406.

Name and Year of Birth	Position(s) Held with the Trust and Length of Time Served1,2	Principal Occupation(s) During Past Five Years (or longer)3	Number of Portfolios in the Nationwide Fund Complex Overseen by Trustee		Other Directorships Held by Trustee During Past Five Years4
Barbara L. Hennigar 1935	Trustee since July 2000	Ms. Hennigar was Executive Vice President of Oppenheimer Funds (an asset management company) from October 1992 until June 2000; Chairman of Oppenheimer Funds Services from October 1999 until June 2000; and President and CEO of Oppenheimer Funds Services from June 1992 until October 1999. She was previously Board Chair of a non-profit independent school, and is currently an independent trustee and endowment chair of St. Mary’s Academy, an independent school in Denver, CO.		112	None
Barbara I. Jacobs 1950	Trustee since December 2004	Ms. Jacobs served as Chairman of the Board of Directors of KICAP Network Fund, a European (United Kingdom) hedge fund, from January 2001 through January 2006. From 1988 through 2003, Ms. Jacobs was also a Managing Director and European Portfolio Manager of CREF Investments (Teachers Insurance and Annuity Association-College Retirement Equities Fund).		112	None
Keith F. Karlawish 1964	Trustee since March 2012	Mr. Karlawish has been a partner of Park Ridge Asset Management, LLC since December 2008, at which he also serves 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.		112	Trustee of the BB&T Mutual Funds and BB&T Variable Insurance Funds from June 2006 until December 2008.
Carol A. Kosel 1963	Trustee since March 2013	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.		112	Trustee of Sun Capital Advisers Trust from April 2011 to December 2012 and Trustee of Evergreen Funds from January 2008 to July 2010.
Douglas F. Kridler 1955	Trustee since September 1997	Mr. Kridler is the President and Chief Executive Officer of The Columbus Foundation, a $1.5 billion community foundation with 2,000 funds in 55 Ohio counties and 37 states in the U.S.		112	None

266

Management Information (Continued)

October 31, 2013

The address for each Trustee is: c/o Nationwide Funds Group, 1000 Continental Drive, Suite 400, King of Prussia, PA 19406.

Name and Year of Birth	Position(s) Held with the Trust and Length of Time Served1,2	Principal Occupation(s) During Past Five Years (or longer)3	Number of Portfolios in the Nationwide Fund Complex Overseen by Trustee		Other Directorships Held by Trustee During Past Five Years4
David C. Wetmore 1948	Trustee since 1995 and Chairman since February 2005	Mr. Wetmore was a Managing Director of Updata Capital, Inc. (a technology-oriented investment banking and venture capital firm) from 1995 through 2000. Prior to 1995, Mr. Wetmore served as the Chief Operating Officer, Chief Executive Officer and Chairman of the Board of several publicly-held software and services companies, and as the managing partner of a “big 8” public accounting firm.		112	None

¹  Length of time served includes time served with predecessor of the Trust.

² Each Trustee holds office for the lifetime of the Trust or until such Trustee’s earlier death, resignation, removal, retirement or inability otherwise to serve, or the election and qualification of his or her successor.

³  Unless otherwise noted, the information presented is the principal occupation of the Trustee during the past five years.

⁴  Directorships held in (i) any other investment companies registered under the 1940 Act, (ii) 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 (iii) any company subject to the requirements of Section 15(d) of the Exchange Act.

267

Management Information (Continued)

October 31, 2013

The address for each Officer is: c/o Nationwide Funds Group, 1000 Continental Drive, Suite 400, King of Prussia, PA 19406.

Name and Year of Birth	Position(s) Held with Fund and Length of Time Served1	Principal Occupation(s) During Past Five Years2
Michael S. Spangler 1966	President and Chief Executive Officer since June 2008	Mr. Spangler is President and Chief Executive Officer of Nationwide Funds Group, which includes NFA3, Nationwide Fund Management LLC3 and Nationwide Fund Distributors LLC3, and is a Senior Vice President of NFS3. From May 2004 through May 2008, Mr. Spangler was Managing Director, Head of Americas Retail and Intermediary Product Management for Morgan Stanley Investment Management.
Stephen T. Grugeon 1950	Executive Vice President and Chief Operating Officer since June 2008	Mr. Grugeon has been Executive Vice President and Chief Operating Officer of Nationwide Funds Group since May 20073. From February 2008 through June 2008, he also served as the acting President and Chief Executive Officer of the Trust and of Nationwide Funds Group. From December 2006 until January 2008, he was Executive Vice President of NWD Investments3.
Joseph Finelli 1957	Treasurer since September 2007	Mr. Finelli is the Principal Financial Officer and Senior Vice President for Nationwide Funds Group3. From July 2001 until September 2007, he was Assistant Treasurer and Vice President of Investment Accounting and Operations of NWD Investments3.
Brian Hirsch 1956	Chief Compliance Officer since January 2012	Mr. Hirsch is Vice President of NFA and Chief Compliance Officer of NFA and the Trust. From January 2003 through January 2012, Mr. Hirsch was the Senior Vice President for Compliance and Fund Administration at IFS Financial Services, Inc., a subsidiary of the Western Southern Financial Group.
Eric E. Miller 1953	Secretary since December 2002	Mr. Miller is Senior Vice President, General Counsel, and Assistant Secretary for Nationwide Funds Group and NWD Investments3.
Doff Meyer 1950	Vice President and Chief Marketing Officer since January 2008	Ms. Meyer is Senior Vice President and Chief Marketing Officer of Nationwide Funds Group (since August 2007)3. From September 2004 until August 2007, Ms. Meyer was Director of Finance and Marketing, Principal of Piedmont Real Estate Associates LLC.

¹  Length of time served includes time served with the Trust’s predecessors.

²  Unless otherwise noted, the information presented is the principal occupation of the Officer during the past five years.

³  These positions are held with an affiliated person or principal underwriter of the Funds.

Additional information regarding the Trustees and Officers may be found in the Trust’s Statement of Additional Information, which is available without charge upon request, by calling 800-848-0920.

Federal law requires the Trust and each of its investment advisers and subadvisers to adopt procedures for voting proxies (“Proxy Voting Guidelines”) and to provide a summary of those Proxy Voting Guidelines used to vote the securities held by the Fund. The Fund’s proxy voting policies and procedures are available without charge (i) upon request, by calling 800-848-0920, (ii) on the Trust’s website at nationwide.com/mutualfunds, and (iii) on the Securities and Exchange Commission’s website at www.sec.gov.

268

Market Index Definitions

Barclays Emerging Markets USD Aggregate Bond Index: An unmanaged index comprising fixed-rate and floating-rate U.S. dollar-denominated bonds from sovereign, quasi-sovereign and corporate emerging market issuers; the countries considered to be emerging markets are determined by annual review using rules-based classifications from the World Bank income group and the International Monetary Fund (IMF).

Barclays Global Aggregate Bond Index: An unmanaged index of fixed-rate, publicly issued, taxable bond market issues with a remaining maturity of at least one year; a broad-based measurement of the performance of the global investment-grade fixed-income markets.

Barclays Long U.S. Treasury Index: An unmanaged index that measures the performance of all investment-grade, publicly issued U.S. Treasury securities with a remaining maturity of 10 years or more and $250 million or more in outstanding face value.

Barclays Municipal Bond Index: An unmanaged, market value-weighted index of investment-grade municipal bonds with a minimum credit rating of Baa and maturities of one year or more; serves as a broad market performance index for the tax-exempt bond market.

Barclays U.S. 1-3 Year Government/Credit Bond Index: An unmanaged index of U.S. dollar-denominated, investment-grade, fixed-rate, publicly issued, taxable bond market issues (including Treasury, government and corporate securities) with a remaining maturity of one to three years.

Barclays U.S. 10-20 Year Treasury Bond Index: An unmanaged index that measures the performance of U.S. Treasury securities with a remaining maturity of 10 to 20 years.

Barclays U.S. Aggregate Bond Index: An unmanaged, market value-weighted index of investment-grade, fixed-rate debt issues (including government, corporate, asset-backed, and mortgage-backed securities with maturities of one year or more) that is generally representative of the bond market as a whole.

Barclays U.S. Corporate High Yield Index: An unmanaged index that reflects the performance of fixed-rate, non-investment-grade, U.S. dollar-denominated taxable corporate bonds with at least $150 million par value outstanding, a maximum credit rating of Ba1 and a maturity of one year or more; gives a broad look at how high-yield (“junk”) bonds have performed.

Barclays U.S. Credit Index: An unmanaged, market value-weighted index that measures the performance of investment-grade, fixed-rate, publicly issued U.S. corporates and non-corporates, including foreign agencies, sovereigns, supranationals and foreign local government issues, with at least $250 million par value outstanding and a maturity of one year or more.

Barclays U.S. Treasury Inflation-Protected Securities (TIPS) Index^SM: An unmanaged, market capitalization-weighted index that measures the performance of all U.S. dollar-denominated, investment-grade, fixed-rate, publicly issued U.S. TIPS with a remaining maturity of at least one year and $250 million or more in outstanding face value.

BofA Merrill Lynch (BofAML) 1-Year Treasury Bill (T-Bill) Index: An unmanaged index that measures the returns of 12-month Treasury bills. Comprises a single issue purchased at the beginning of a month and held for the full month. At the end of that month, that issue is sold and rolled into a newly selected issue. The issue selected at each month-end rebalancing is the outstanding T-Bill with the longest maturity.

BofA Merrill Lynch (BofAML) 6-Month Treasury Bill (T-Bill) Index: An unmanaged index that measures the returns of six-month Treasury bills. Comprises a single issue purchased at the beginning of a month and held for the full month. At the end of that month, that issue is sold and rolled into a newly selected

269

Market Index Definitions (con’t.)

issue. The issue selected at each month-end rebalancing is the outstanding T-Bill that matures closest to, but not beyond, six months from the rebalancing date.

BofA Merrill Lynch (BofAML) AAA U.S. Treasury/Agency Master Index: An unmanaged index that gives a broad look at how fixed-rate U.S. government bonds with a remaining maturity of at least one year have performed.

BofA Merrill Lynch (BofAML) U.S. High Yield Cash Pay Constrained Index: An unmanaged, market value-weighted index that measures the performance of U.S. dollar-denominated, below-investment-grade, fixed-rate, publicly issued, non-convertible, coupon-bearing corporate debt with a remaining maturity of at least one year. Each issue represented must have an outstanding par value of at least $50 million, must be less than BBB/Baa3-rated but not in default, and is restricted to a maximum of 2% of the total index.

Citigroup 3-Month Treasury Bill (T-Bill) Index: An unmanaged index that is generally representative of 3-month Treasury bills; consists of an average of the last 3-month Treasury bill issues (excluding the current month-end bill).

Consumer Price Index (CPI): Calculated by the U.S. Department of Labor’s Bureau of Labor Statistics, the CPI represents changes in prices of a basket of goods and services purchased for consumption by urban households.

Dow Jones Industrial Average (DJIA): A market indicator consisting of a price-weighted average of 30 blue chip stocks actively traded on the New York Stock Exchange (NYSE) and the National Association of Securities Dealers Automated Quotations (NASDAQ) system; invented by Charles Dow in 1896, the DJIA represents 15% to 20% of the value of NYSE stocks.

iMoneyNet Prime Retail Index: An unmanaged index that is an average of non-government retail money market mutual funds. Portfolio holdings of prime money market mutual funds include U.S. Treasury, U.S. other, repurchase agreements, time deposits, domestic and foreign bank obligations, commercial paper, floating-rate notes and asset-backed commercial paper.

KOSPI 200 Index: An unmanaged index that is a subset of the Korea Composite Stock Price Index; measures the performance of the stocks of the 200 largest publicly traded companies on the Korea Stock Exchange.

Lipper Analytical Services, Inc. (Lipper) is an industry research firm whose rankings are based on total return performance and do not reflect the effect of sales charges. Each fund is ranked within a universe of funds similar in investment objective as determined by Lipper.

Morningstar® (Mstar) Lifetime Allocation Indexes: A series of 13 unmanaged, multi-asset-class indexes designed to benchmark target-date investment products. Each index is available in three risk profiles: aggressive, moderate and conservative. The index asset allocations adjust over time, reducing equity exposure and shifting toward traditional income-producing investments. The strategic asset allocation of the indexes is based on Ibbotson Associates’ Lifetime Asset Allocation methodology.

MSCI ACWI ex USA Index: An unmanaged, market capitalization-weighted index that is designed to measure the performance of the stocks in the global developed and emerging markets, excluding U.S.-based companies.

MSCI All Country World Index^SM: An unmanaged, free float-adjusted, market capitalization-weighted index that is designed to measure the performance of the stocks in the global developed and emerging markets.

270

Market Index Definitions (con’t.)

MSCI EAFE® Index: An unmanaged, free float-adjusted, market capitalization-weighted index that is designed to measure the performance of the stocks in developed markets outside the United States and Canada.

MSCI Emerging Markets (EM) Index: An unmanaged, free float-adjusted market capitalization-weighted index that is designed to measure equity market performance of emerging markets.

MSCI Greece Index: An unmanaged, free float-adjusted, market capitalization-weighted index that is designed to measure the performance of the stocks in Greece.

MSCI World ex USA Index: An unmanaged index that measures the equity market performance of developed-market countries excluding the United States; covers approximately 85% of the free float-adjusted market capitalization in each country, capturing large- and mid-cap representation.

MSCI World Index^SM Free: An unmanaged, free float-adjusted, market capitalization-weighted index that is designed to measure the performance of global developed-market equities. The “Free” suffix denotes an index with a somewhat different history but the same constituents and performance in relation to its counterpart index without the suffix.

Russell 1000® Index: An unmanaged index that measures the performance of the large-capitalization segment of the U.S. equity universe.

Russell 1000® Growth Index: An unmanaged index that measures the performance of the large-capitalization growth segment of the U.S. equity universe; includes those Russell 1000^® Index companies with higher price-to-book ratios and higher forecasted growth values.

Russell 1000® Value Index: An unmanaged index that measures the performance of the large-capitalization value segment of the U.S. equity universe; includes those Russell 1000^® Index companies with lower price-to-book ratios and lower forecasted growth values.

Russell 2000® Index: An unmanaged index that measures the performance of the small-capitalization segment of the U.S. equity universe.

Russell 2000® Growth Index: An unmanaged index that measures the performance of the large-capitalization growth segment of the U.S. equity universe; includes those Russell 2000^® Index companies with higher price-to-book ratios and higher forecasted growth values.

Russell 2000® Value Index: An unmanaged index that measures the performance of the large-capitalization growth segment of the U.S. equity universe; includes those Russell 2000^® Index companies with lower price-to-book ratios and lower forecasted growth values.

Russell 3000® Index: An unmanaged index that measures the performance of the 3,000 largest U.S. companies in the investable U.S. equity universe.

S&P 500® Index: An unmanaged, market capitalization-weighted index of 500 stocks of leading large-cap U.S. companies in leading industries; gives a broad look at the U.S. equities market and those companies’ stock price performance.

S&P MidCap 400® (S&P 400) Index: An unmanaged index that measures the performance of 400 stocks of medium-sized U.S. companies (those with a market capitalization of $1 billion to $4.4 billion).

SET50 Index: An unmanaged index that measures the performance of the stocks of the 50 largest companies trading on the Stock Exchange of Thailand.

271

Glossary

Definitions of some commonly used investment terms

Asset allocation: The process of spreading assets across several different investment styles and asset classes. The purpose is to potentially reduce long-term risk and capture potential profits across various asset classes.

Benchmark index: A broad-based securities index used as a comparison tool to measure the performance of a mutual fund.

Derivative:A contract, security or investment with its value based on the performance of an underlying financial asset, index or economic measure.

Diversification: An investment strategy that seeks to reduce risk in a portfolio so that the positive performance of some investments will neutralize the negative performance of others.

Duration:A measure of how much the price of a bond would change compared to a change in market interest rates, based on the remaining time until a bond’s maturity together with other factors. A bond’s value drops when interest rates rise, and vice versa. Bonds with longer durations have higher risk and volatility.

Emerging market countries:Developing and low- or middle-income countries as identified by the International Finance Corporation or the World Bank. Emerging market countries may be found in regions such as Asia, Latin America, Eastern Europe, the Middle East and Africa.

Equity securities:Securities that represent an ownership interest in the issuer. Common stocks are the most common type of equity securities.

Expense ratio: The percentage of fees paid by a fund to its adviser for management and operational costs. A fund’s expense ratio includes all administrative expenses and 12b-1 fees but excludes sales charges.

Fixed-income securities:Securities, including bonds and other debt securities, that represent an obligation by the issuer to pay a specified rate of interest or dividend at specified times.

Market capitalization: A common way of measuring the size of a company based on the price of its common stock multiplied by the number of outstanding shares.

Quantitative techniques:Mathematical and statistical methods used in the investment process to identify securities of issuers for possible purchase or sale by a mutual fund.

Sector: An industry or market that shares common characteristics. Sectors are used to group investments into categories such as energy, health, technology and utilities.

Yield curve: A plotted graph line showing the interest rates of bonds, at a set point in time, that have equal credit quality but different maturity dates.

272

P.O. Box 701

Milwaukee, WI 53201-0701

nationwide.com/mutualfunds

Investors should carefully consider a fund’s (and, if applicable, each of its underlying funds’) investment objectives, risks, fees, charges and expenses before investing any money. To obtain this and other information on Nationwide Funds, please call 1-800-848-0920 to request a summary prospectus and/or a prospectus, or download a summary prospectus and/or a prospectus at nationwide.com/mutualfunds. Please read it carefully before investing any money.

About Nationwide Funds Group (NFG)

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. NFA is a wholly owned subsidiary of Nationwide Financial Services, Inc. (NFS).

Distributor

Nationwide Funds distributed by Nationwide Fund Distributors LLC (NFD), member FINRA, King of Prussia, Pa. NFD is not an affiliate of any subadviser discussed in this material, except Nationwide Asset Management, LLC.

Nationwide, Nationwide Financial, the Nationwide framemark, Nationwide Funds, Nationwide Funds Group and On Your Side are service marks of Nationwide Mutual Insurance Company.

© 2013 Nationwide Funds Group. All rights reserved.

AR-CORE 12/13

Annual Report

October 31, 2013

Nationwide Mutual Funds

Index Funds

Nationwide Bond Index Fund

Nationwide International Index Fund

Nationwide Mid Cap Market Index Fund

Nationwide S&P 500 Index Fund

Nationwide Small Cap Index Fund

Nationwide Funds®

Commentary in this report is provided by the portfolio manager(s) of each Fund as of the date of this report and is subject to change at any time based on market or other conditions.

Third-party information has been obtained from sources that Nationwide Fund Advisors (NFA), the investment adviser to the Funds, deems reliable. This report and the holdings provided are for informational purposes only and are not intended to be relied on as investment advice. Portfolio composition is accurate as of the date of this report and is subject to change at any time and without notice. NFA, one of its affiliated advisers or its employees may hold a position in the securities in this report.

Statement Regarding Availability of Quarterly Portfolio Holdings

The Trust files complete schedules of portfolio holdings for each Fund with the Securities and Exchange Commission (SEC) for the first and third quarters of each fiscal year on Form N-Q. Additionally, the Trust files a schedule of portfolio holdings monthly for the Nationwide Money Market Fund on Form N-MFP. Forms N-Q and Forms N-MFP are available on the SEC’s website at http://www.sec.gov. Forms N-Q and Forms N-MFP may be reviewed and copied at the SEC’s Public Reference Room in Washington, DC, and information on the operation of the Public Reference Room may be obtained by calling 800-SEC-0330. The Trust also makes this information available to shareholders on nationwide.com/mutualfunds or upon request without charge.

Statement Regarding Availability of Proxy Voting Record

Information regarding how the Funds voted proxies relating to portfolio securities held during the most recent 12-month period ended June 30 is available without charge, upon request, by calling 800-848-0920, and on the SEC’s website at http://www.sec.gov.

Nationwide Funds® Annual Report

Contents

Message to Shareholders	1
Economic Review	2
Index Funds
Nationwide Bond Index Fund	7
Nationwide International Index Fund	46
Nationwide Mid Cap Market Index Fund	75
Nationwide S&P 500 Index Fund	93
Nationwide Small Cap Index Fund	113
Notes to Financial Statements	146
Report of Independent Registered Public Accounting Firm	166
Supplemental Information	167
Management Information	168
Market Index Definitions	172
Glossary	175

Nationwide Funds®

Message to Shareholders

October 31, 2013

Dear Shareholder,

I am proud to report that Nationwide Financial has acquired 17 mutual funds through an agreement with HighMark Capital Management, Inc. and approval of its shareholders. This agreement is the latest step in the Nationwide Financial strategy to pursue Nationwide Funds growth.

Why is this important to you, a Nationwide Funds shareholder? By adding these HighMark Funds to the Nationwide Mutual Funds lineup, we continue to expand our selection of investment strategies. The transaction provides Nationwide Funds with approximately $3.6 billion in new mutual fund assets, enabling Nationwide to present a wider array of investment offerings. It also underscores our commitment to helping Americans, like you, prepare for and live in retirement.

During the 12-month reporting period ended October 31, 2013, broad U.S. stock market performance was predominantly positive, with the S&P 500® Index returning 27.18%. Yet despite recent encouraging returns, several years of economic volatility and uncertainty have left some investors distrustful of the markets and wary about their economic futures. In short, they have developed a fear of financial planning.

Nationwide Funds recently released the results of its in-depth investor sentiment survey conducted by Harris Interactive, titled Fear of Financial Planning. The study revealed that 26 percent of potential investors do not have a financial plan. Given that we live in an era when Americans are more responsible for their own financial security than ever before, we find this statistic troubling and are working to spread the word that financial planning is a necessity, not an option.

We encourage all of our shareholders to meet regularly with their financial advisors. An effective financial plan involves much more than just opening an investment account. It includes taking a macro-level view of your circumstances and making use of thoughtful, customized long-term analysis. An effective financial plan also contains contingencies to offset potential surprises and risks, specific action steps and defined milestones to help increase your confidence and measure success. Armed with a plan, you are never alone.

In his novel “The Hobbit,” author J.R.R. Tolkien wrote, “It does not do to leave a live dragon out of your calculations, if you live near him.” Since the beginning of the financial crisis, investors have been living close to a live dragon and have felt his heat. However, as every experienced dragon slayer knows, having a comprehensive plan of attack, a wide array of tools and a team of trusted experts by your side quiets fear and fortifies you to pursue victory.

Thank you for investing with Nationwide Funds.

Sincerely,

Michael S. Spangler

President & CEO

Nationwide Funds

1

Economic Review

During the fiscal year ended October 31, 2013, most asset classes reported strong performance. Domestic equities experienced a broad-based rally, with the S&P 500^® Index delivering a 27.2% return, and with nearly all sectors and capitalization ranges delivering strong performance. International equities also were solid, with developed markets outperforming emerging markets. Fixed-income results were mixed, as credit-sensitive indexes showed positive returns, while rate-sensitive indexes were affected by rising Treasury yields.

Domestically, the reporting period was dominated by news from Washington. The main topics from November 2012 through January 2013 consisted of the national election for president and congressional control and a heated debate on the fiscal cliff. Concerns about the tapering (gradual reduction) of the Federal Reserve’s Quantitative Easing (“QE”) policy, the federal government shutdown and rhetoric in Congress related to raising the debt ceiling affected trading in August, September and October 2013. The S&P 500 Index was up 10 of the 12 months of the fiscal year, including consecutively from November 2012 through May 2013. The S&P 500 Index showed modest gains in November and December 2012 of 0.58% and 0.91%, respectively, despite the political uncertainty.

The S&P 500 Index was up 10 of the 12 months of the fiscal year, including consecutively from November 2012 through May 2013.

The first quarter of calendar-year 2013 saw a substantial rally, with the S&P 500 Index up 10.6% on relief over a conclusion to a contentious election season and the implementation of the federal spending cuts on March 1. The broad-based market’s strength continued in April and May, with the S&P 500 Index returning 1.9% and 2.3%, respectively, before the market became choppy for the remainder of the reporting period on a spike in interest rates. The equity and fixed-income markets reacted to comments from Federal Reserve Chairman Ben Bernanke suggesting a tapering of the Fed’s QE program

later in the year. Volatility increased materially, with substantial positive returns for the S&P 500 Index of 5.1% in July, 3.1% in September and 4.6% in October, somewhat offset by postings of -1.3% in June and -2.9% in August. A theme in the market during 2013 was “sell the rumor, buy the news,” as the market sold off modestly into the period of uncertainty, and rallied substantially as a conclusion was reached.

While gradually improving through the reporting period, U.S. economic activity was sluggish during the period, with GDP growth of 0.1%, 1.1%, 2.5% and 2.8% from calendar 4Q12 through calendar 3Q13. This was the primary impetus for the cautious approach by the Federal Reserve with regard to maintaining the QE program. Inflation remained well controlled during the reporting period, with the core Consumer Price Index (CPI) below 2% throughout the period, ending at 1.7% in October 2013. CPI, which includes the volatile food and energy categories, was actually lower than core CPI, averaging 1.6% and exiting September 2013 at 1.2%. Despite job-creation levels coming in lower than during many past recoveries, the unemployment rate continued to decline during the reporting period, falling from 7.9% to 7.2%, aided by the labor participation rate declining to 63.3% from 63.8% a year ago (the figure was more than 66% at the beginning of the 2008 recession).

The strong performance in domestic equities was broad based during the reporting period, with small-capitalization stocks outperforming large-cap stocks, and growth and value roughly equal. The best-performing sectors in the S&P 500 Index were consumer discretionary, with 40.5%, industrials, with 35.8% and health care, with 34.3%. Consumer discretionary and industrials benefited from improved profits and expanding valuations, and health care rose in reaction to excitement surrounding new products. The worst-performing sectors were utilities, with 9.5% and telecommunications, with 13.1%. Utilities and telecommunications were relatively impacted by rising rates, as the high dividends paid by these sectors were relatively less attractive.

2

Economic Review (con’t.)

The strong performance in domestic equities was broad based during the reporting period, with small-capitalization stocks outperforming large-cap stocks, and growth and value roughly equal.

International stocks were very strong at the start of the reporting period, as European shares rallied on hopes that the worst of the stress on the banking system was behind them. Asian shares rose in reaction to a U.S. rally and the prospect of additional stimulus from Japan’s Central Bank. In November and December 2012, international shares materially outperformed U.S. shares, with the MSCI ACWI ex USA Index outperforming the S&P 500 Index by nearly 4%. Throughout the year, the performance of international stocks continued to be positive but weaker relative to U.S. stocks. Europe was reminded of the fragile state of the banking systems of its weaker members, this time with Cyprus. Continued political tensions in Greece, sluggish economic growth and worries about a U.S. tapering depressed relative returns through mid-year, before the market rallied in response to stabilization of political and banking system risk. Asia was relatively strong throughout the year, primarily due to the prospect of renewed stimulus by Japan’s Central Bank and a beneficial exchange rate. Emerging market stocks lagged on concerns about China’s slowing economic growth as well as political tensions in Brazil, Turkey, North Korea and the Middle East, and steadily declining commodity prices.

Performance in the fixed-income markets was driven by a sustained period of rising rates throughout most of the reporting period. Long-term Treasury yields rose meaningfully during the period, moving from a low of 1.70% in October 2012 to a high of 3.00% in September 2013 on anticipation of the tapering of Fed policy, but fell to 2.54% by the end of October as those concerns faded. The broadly based Barclays U.S. Aggregate Bond Index posted a total return of - 1.1% for the reporting period. Long-duration benchmarks showed negative relative

performance, with the Barclays Long U.S. Treasury Index down 9.3%. A generally benign economic environment allowed a narrowing of most credit spreads, resulting in positive performance for high-yield and emerging market benchmarks. Municipal bonds performed largely in line with the broader index, as the positive impact from the gradual improvement in economic conditions was offset by a few high-profile events, such as the fears of a possible default of Puerto Rico, the third-largest municipal issuer behind California and New York.

Index	Fiscal Year Total Return
S&P 500®	27.18%
Russell 1000® Growth	28.30%
Russell 1000® Value	28.29%
Russell 2000®	36.28%
MSCI World ex USA	24.65%
MSCI Emerging Markets	6.53%
Barclays U.S. Aggregate Bond	-1.08%
Barclays U.S. 10-20 Year Treasury Bond	-5.23%
Barclays U.S. 1-3 Year Government/Credit Bond	0.77%
Barclays Municipal Bond	-1.72%
Barclays U.S. Corporate High Yield	8.87%
Barclays Emerging Markets USD Aggregate Bond	-1.24%

3

Fund Commentary Nationwide Bond Index Fund

For the annual period ended October 31, 2013, the Nationwide Bond Index Fund (Institutional Class) registered -1.53% versus -1.08% for its benchmark, the Barclays U.S. Aggregate Bond Index. For broader comparison, the median return for the Fund’s closest Lipper peer category of Corporate Debt Funds BBB-Rated (consisting of 184 funds as of October 31, 2013) was -0.12% for the same time period.

We began the fiscal year in the fourth quarter of 2012 with the U.S. presidential election and subsequent “fiscal cliff” debate as major factors impacting markets. Market participants focused on the intermediate part of the Treasury yield curve, due to a sharp re-pricing in Governor Mitt Romney’s election chances following his strong performance in the first presidential debate. Romney’s hawkish stance and claim to want to replace Federal Open Market Committee (“FOMC”) Chairman Ben Bernanke in 2014, if elected, forced traders to prepare for a possibly different Fed reaction function down the road. As a result, in October, the five-year note sold off from 1.60% to a high of 1.85% before finishing the month at 1.70%. Also near the beginning of the quarter, the FOMC meeting on October 24, 2012, was generally a non-event, but the year’s final Fed meeting, held December 11-12, 2012, introduced an earlier-than-expected move from calendar date rate guidance toward threshold data targeting. Market reaction following the early-December release of the Fed’s statement was a move to lower yields, but that quickly faded as the market priced in the possibility that rate hikes would come sooner than expected if data (such as unemployment) continued along recent trend lines. The credit sector, after rallying at the beginning of the quarter to the point at which the Barclays U.S. Credit Index saw its yield-to-worst drop to a multiyear low of 2.53%, the remaining two months of 2012 saw returns weaken on fiscal cliff uncertainties and high levels of issuance, with quarterly total returns coming in at 1.04%. Indeed, in November, low Treasury yields and fears over tax and policy changes prompted companies to issue debt ahead of their funding needs, resulting in record-high monthly supply of $115 billion. And while December issuance was lower, with $46.5 billion pricing in

the primary market, the 2012 overall issuance also totaled a record high of $838 billion. Disappointingly, from a bondholders perspective, we saw companies increasingly using debt to fund special dividend programs and mergers-and-acquisitions activities.

In January, overall economic data continued to improve, leading to optimism across the marketplace. As investors added risk to their portfolios, the S&P 500^® Index returned 5.18% while fixed income generally sold off. February proved to be another strong month for economic data, although this was somewhat overshadowed by the fiscal negotiations playing out in Washington. In March, the U.S. 10-year Treasury yield sold off in the first half of the month from 1.84% to 2.08% before breaking sharply lower during the latter half, following the Cyprus bailout. One of the primary contributors to the rise in yields to start the month was the expectation of a resilient labor market, a fact that was confirmed with the better-than-expected non-farm payroll print of 236,000 versus 165,000 and a 20-basis-point drop in the U.S. unemployment rate to 7.7%.

After U.S. economic data surprised to the upside during the first quarter, April data largely fell short of expectations. The Treasury market initially traded well against this backdrop, as 10-year Treasury yields reached their lowest level of 2013. The stock market remained resilient, however, as the S&P 500 Index reached a record high and the Dow Jones Industrial Average closed up for the fifth consecutive month. The wave of disappointing U.S. data was led by poor labor market data, particularly non-farm payrolls, which printed the lowest reading since June 2012. In May, economic data fared better after falling short of expectations the previous month. Treasurys and spread products did not fare as well in this market, however, as yields sold off in response to fears that the Fed would begin tapering (or gradually reducing) its asset purchase program sooner than anticipated. The month of June saw a dramatic increase in volatility with interest rates surging across the curve. This volatility was driven by increased fears over early Fed tapering that followed June’s FOMC meeting and resulted in the curve bear

4

Fund Commentary (con’t.) Nationwide Bond Index Fund

flattening. In particular, the 10-year Treasury yield jumped to an intraday high of 2.65% just three days after the FOMC statement was released. The fact that the bond market suffered even as economic data remained tame and inflation continued to print below trend (factors that would normally be positive for bonds) illustrated the importance of Fed policy in market performance.

After June saw negative total and excess returns across fixed-income assets, July reversed this move with most sectors posting positive excess returns. June’s sell-off was led by a Fed that was perceived as increasingly hawkish, while July’s rally was driven by improving data in the U.S. and signs that the Fed wasn’t quite as hawkish as the market perceived. August was a volatile month for the fixed-income markets as investors became transfixed on whether or not the Fed would taper its asset purchase program in September. Subsequently, yields reacted sharply with every economic data print and news release. By month end, the front of the yield curve steepened and nearly all aggregate fixed-income sectors posted negative excess returns with the exception of asset-backed securities and mortgages. The surprising withdrawal of former Treasury secretary Larry Summers from consideration to become the next Fed Chairman and the Fed’s decision not to taper its asset purchase program resulted in a strong bond market rally in September. All major sectors in the Barclays U.S. Aggregate Bond Index posted positive total returns for the month. Within the major sectors, mortgage-backed securities (MBS) and commercial mortgage-backed securities (CMBS) posted the highest excess returns while corporates were the only sector that underperformed Treasurys on a duration-adjusted basis.

Subadviser:

BlackRock Investment Management, LLC

Portfolio Managers:

Scott Radell and Karen Uyehara

The Fund seeks to match the performance of an index. Correlation between Fund performance and index performance may be affected by Fund expenses, index composition changes, and the timing of Fund share purchases and redemptions. The Fund is subject to the risks of investing in fixed-income securities and foreign securities. Please refer to the summary prospectus for a more detailed explanation of the Fund’s principal risks.

A description of the benchmarks can be found on the Market Index Definitions page at the back of this book.

5

Fund Overview Nationwide Bond Index Fund

Objective

The Fund seeks to match the performance of the Barclays U.S. Aggregate Bond Index as closely as possible before the deduction of Fund expenses.

Asset Allocation†

U.S. Treasury Notes	30.1%
U.S. Government Mortgage Backed Agencies	29.6%
Corporate Bonds	23.4%
Mutual Fund	7.5%
U.S. Treasury Bonds	4.9%
U.S. Government Sponsored & Agency Obligations	4.6%
Sovereign Bonds	2.9%
Commercial Mortgage Backed Securities	1.7%
Repurchase Agreements	1.3%
Municipal Bonds	1.0%
Yankee Dollars	0.5%
Asset-Backed Securities	0.5%
Liabilities in excess of other assets††	(8.0)%
	100.0%

Top Industries†††

Commercial Banks	3.1%
Oil, Gas & Consumable Fuels	1.9%
Diversified Financial Services	1.8%
Electric Utilities	1.5%
Capital Markets	1.1%
Diversified Telecommunication Services	1.0%
Media	1.0%
Thrifts & Mortgage Finance	1.0%
Insurance	0.9%
Pharmaceuticals	0.8%
Other Industries*	85.9%
	100.0%

Top Holdings†††

Fidelity Institutional Money Market Fund—Institutional Class	6.9%
U.S. Treasury Notes, 2.13%, 02/29/16	1.6%
Federal National Mortgage Association Pool TBA, 3.00%, 11/25/43	1.5%
U.S. Treasury Notes, 0.25%, 12/15/14	1.3%
U.S. Treasury Notes, 2.00%, 01/31/16	1.2%
U.S. Treasury Notes, 2.38%, 02/28/15	1.2%
Federal National Mortgage Association, 0.75%, 12/19/14	1.2%
U.S. Treasury Notes, 0.75%, 06/30/17	1.1%
Federal National Mortgage Association Pool TBA, 4.00%, 11/25/43	1.1%
U.S. Treasury Notes, 1.38%, 09/30/18	1.0%
Other Holdings*	81.9%
	100.0%

† Percentages indicated are based upon net assets as of October 31, 2013.

†† Please refer to the Statement of Assets and Liabilities for additional details.

††† Percentages indicated are based upon total investments as of October 31, 2013.

* For purposes of listing top industries and top holdings, the repurchase agreements are included as part of Other.

6

Fund Performance Nationwide Bond Index Fund

Average Annual Total Return

(For periods ended October 31, 2013)		1 Yr.		5 Yr.		10 Yr.
Class A	w/o SC1		(1.82)%		5.29%		4.09%
	w/SC2		(6.01)%		4.06%		3.48%
Class B	w/o SC1		(2.42)%		4.67%		3.46%
	w/SC3		(7.19)%		4.33%		3.46%
Class C4	w/o SC1		(2.43)%		4.67%		3.46%
	w/SC5		(3.38)%		4.67%		3.46%
Institutional Class6			(1.53)%		5.72%		4.49%

Expense Ratios

	Expense Ratio*
Class A	0.69%
Class B	1.29%
Class C	1.29%
Institutional Class	0.29%

*Current effective prospectus dated March 1, 2013. Please see the Fund’s most recent prospectus for details.

All figures showing the effect of a sales charge (SC) reflect the maximum charge possible, because it has the most significant effect on performance data.

¹  These returns do not reflect the effects of SCs.

²  Prior to February 28, 2011, a 5.75% front-end sales charge was deducted. For the period from March 1, 2011 through October 29, 2013 a 4.25% front-end sales charge was deducted. Effective October 29, 2013, a 2.25% front-end sales charge was deducted.

³  A 5.00% maximum contingent deferred sales charge (CDSC) was deducted. The CDSC declines to 0% after 6 years and is not deducted from returns after 6 years.

⁴  These returns are based on the previous performance of the Fund for the period through December 31, 2005 of Class B shares. Excluding the effect of any fee waivers or reimbursements, such prior performance is similar to what Class C shares would have produced because all classes invest in the same portfolio of securities. The performance for the class has been restated to reflect differences in SCs (where applicable), but does not reflect the differing levels of other fees (primarily Rule 12b-1 and administrative services fees) applicable to such class. If these other fees were reflected, the performance for Class C would have been lower.

⁵  A 1.00% CDSC was deducted from the one year return because it is charged when you sell Class C shares within the first year after purchase.

⁶  Not subject to any SCs.

7

Fund Performance (con’t.) Nationwide Bond Index Fund

Performance of a $10,000 Investment

Investment return and principal value will fluctuate, and when redeemed, shares may be worth more or less than original cost. Past performance is no guarantee of future results and does not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares. Investing in mutual funds involves market risk, including loss of principal. Performance returns assume the reinvestment of all distributions.

Comparative performance of $10,000 invested in Institutional Class shares of the Nationwide Bond Index Fund versus the Barclays U.S. Aggregate Bond Index and the Consumer Price Index (CPI) over the 10-year period ended 10/31/13. Unlike the Fund, the returns for these unmanaged indexes do not reflect any fees, expenses, or sales charges. Investors cannot invest directly in market indexes. A description of the benchmarks can be found on the Market Index Definitions page at the back of this book.

8

Shareholder Expense Example Nationwide Bond Index Fund

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, including sales charges (loads) paid on purchase payments and redemption fees; and (2) ongoing costs, including investment advisory fees, administration fees, distribution fees and other Fund expenses. The examples below are intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds. Per Securities and Exchange Commission (“SEC”) requirements, the examples assume that you had a $1,000 investment in the Class at the beginning of the reporting period (May 1, 2013) and continued to hold your shares at the end of the reporting period (October 31, 2013).

Actual Expenses

For each Class of the Fund in the table below, the first line provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid from May 1, 2013 through October 31, 2013. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line of each Class under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.

Hypothetical Expenses for Comparison Purposes

The second line of each Class in the table below provides information about hypothetical account values and hypothetical expenses based on the Class’ actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Class’ actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period from May 1, 2013 through October 31, 2013. You may use this information to compare the ongoing costs of investing in the Class of the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transaction costs, such as sales charges (loads) or redemption fees. If these transaction costs were included, your costs would have been higher. Therefore, the second line for each Class in the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. The examples also assume all dividends and distributions are reinvested.

Schedule of Shareholder Expenses

Expense Analysis of a $1,000 Investment

Nationwide Bond Index Fund October 31, 2013			Beginning Account Value ($) 05/01/13	Ending Account Value ($) 10/31/13	Expenses Paid During Period ($) 05/01/13 - 10/31/13	Expense Ratio During Period (%) 05/01/13 - 10/31/13
Class A Shares	Actual	a	1,000.00	977.20	3.24	0.65
	Hypothetical	a,b	1,000.00	1,021.93	3.31	0.65
Class B Shares	Actual	a	1,000.00	974.20	6.32	1.27
	Hypothetical	a,b	1,000.00	1,018.80	6.46	1.27
Class C Shares	Actual	a	1,000.00	974.20	6.32	1.27
	Hypothetical	a,b	1,000.00	1,018.80	6.46	1.27
Institutional Class Shares	Actual	a	1,000.00	978.30	1.30	0.26
	Hypothetical	a,b	1,000.00	1,023.89	1.33	0.26

a Expenses are equal to the Fund’s annualized expense ratio multiplied by the average account value from May 1, 2013 through October 31, 2013 multiplied to reflect one-half year period. The expense ratio presented represents a six-month, annualized ratio in accordance with Securities and Exchange Commission guidelines.

b Represents the hypothetical 5% return before expenses.

9

Statement of Investments

October 31, 2013

Nationwide Bond Index Fund

Asset-Backed Securities 0.5%
	Principal Amount		Market Value
Automobiles 0.2%
Ally Auto Receivables Trust, Series 2012-4, Class A4, 0.80%, 10/16/17	$	1,000,000	$	1,000,489
Santander Drive Auto Receivables Trust, Series 2012-4, Class C, 2.94%, 12/15/17		700,000		712,766
				1,713,255
Credit Card 0.3%
Capital One Multi-Asset Execution Trust, Series 2007-A7, Class A7, 5.75%, 07/15/20		1,191,000		1,385,149
Chase Issuance Trust, Series 2012-A8, Class A8, 0.54%, 10/16/17		500,000		499,446
Citibank Credit Card Issuance Trust, Series 2006-A3, Class A3, 5.30%, 03/15/18		750,000		829,717
				2,714,312
Total Asset-Backed Securities (cost $4,414,322)				4,427,567
Commercial Mortgage Backed Securities 1.7%
Banc of America Commercial Mortgage, Inc., Series 2007-1, Class A4, 5.45%, 01/15/49		1,630,000		1,795,285
Bear Stearns Commercial Mortgage Securities, Inc., Series 2005-PWR8, Class AJ, 4.75%, 06/11/41		1,384,000		1,400,312
CW Capital Cobalt Ltd., Series 2007-C3, Class A4, 5.77%, 05/15/46 (a)		490,000		548,310
Greenwich Capital Commercial Funding Corp., Series 2007-GG9, Class AM, 5.48%, 03/10/39		1,000,000		1,067,040
JPMorgan Chase Commercial Mortgage Securities Corp.
Series 2005-LDP4, Class AM, 5.00%, 10/15/42 (a)		1,546,000		1,642,085
Series 2006-LDP7, Class A4, 5.86%, 04/15/45 (a)		1,000,000		1,096,949
Series 2006-LDP9, Class A3, 5.34%, 05/15/47		2,000,000		2,194,692
Series 2007-CB18, Class AM, 5.47%, 06/12/47 (a)		300,000		330,204
Series 2011-C5, Class A3, 4.17%, 08/15/46		600,000		643,438

Commercial Mortgage Backed Securities (continued)
	Principal Amount		Market Value
Merrill Lynch/Countrywide Commercial Mortgage Trust, Series 2007-8, Class A3, 5.89%, 08/12/49 (a)	$	857,000	$	976,700
Morgan Stanley Bank of America Merrill Lynch Trust, Series 2013-C7, Class A4, 2.92%, 02/16/46		1,300,000		1,251,037
Wachovia Bank Commercial Mortgage Trust
Series 2006-C25, Class A5, 5.72%, 05/15/43 (a)		1,900,000		2,094,926
Series 2007-C33, Class A4, 5.92%, 02/15/51 (a)		1,395,000		1,556,953
Total Commercial Mortgage Backed Securities (cost $14,845,128)				16,597,931
Corporate Bonds 23.4%
Aerospace & Defense 0.3%
Boeing Co. (The), 4.88%, 02/15/20		200,000		228,640
General Dynamics Corp., 3.88%, 07/15/21		150,000		157,759
L-3 Communications Corp., 4.95%, 02/15/21		250,000		265,449
Lockheed Martin Corp., 4.07%, 12/15/42		191,000		169,075
Northrop Grumman Corp., 4.75%, 06/01/43		250,000		242,033
Raytheon Co. 6.40%, 12/15/18		144,000		173,603
3.13%, 10/15/20		250,000		254,249
Rockwell Collins, Inc., 5.25%, 07/15/19		70,000		80,145
United Technologies Corp. 4.88%, 05/01/15		460,000		489,892
6.13%, 07/15/38		150,000		183,890
4.50%, 06/01/42		250,000		245,796
				2,490,531
Airlines 0.1%
American Airlines Pass Through Trust, Series 2013-2, Class A, 4.95%, 07/15/24 (b)		250,000		258,125
Delta Air Lines Pass Through Trust, Series 2012-1A, 4.75%, 05/07/20		241,073		256,743
Southwest Airlines Co., 5.13%, 03/01/17		103,000		113,458
United Airlines Pass Through Trust, Series 2013-1, Class A, 4.30%, 08/15/25		250,000		250,000
				878,326

10

Statement of Investments (Continued)

October 31, 2013

Nationwide Bond Index Fund (Continued)

Corporate Bonds (continued)
	Principal Amount		Market Value
Auto Components 0.1%
Johnson Controls, Inc. 4.25%, 03/01/21	$	100,000	$	105,046
3.75%, 12/01/21		400,000		408,008
				513,054
Automobiles 0.1%
Ford Motor Co., 7.45%, 07/16/31		350,000		439,119
Toyota Motor Credit Corp. 0.88%, 07/17/15		600,000		603,608
4.50%, 06/17/20		250,000		275,902
				1,318,629
Beverages 0.6%
Anheuser-Busch Cos. LLC 5.00%, 03/01/19		164,000		185,507
5.75%, 04/01/36		151,000		171,989
6.00%, 11/01/41		103,000		123,431
Anheuser-Busch InBev Worldwide, Inc. 0.80%, 07/15/15		500,000		502,111
5.38%, 01/15/20		350,000		404,719
5.00%, 04/15/20		200,000		227,758
2.50%, 07/15/22		500,000		471,300
Beam, Inc., 5.38%, 01/15/16		105,000		114,426
Coca-Cola Co. (The), 3.15%, 11/15/20		450,000		467,761
Coca-Cola Co./The, 3.20%, 11/01/23		400,000		399,208
Diageo Capital PLC 1.13%, 04/29/18		350,000		340,568
4.83%, 07/15/20		250,000		281,667
Diageo Finance BV, 5.30%, 10/28/15		451,000		491,928
Dr Pepper Snapple Group, Inc., 3.20%, 11/15/21		250,000		246,627
Molson Coors Brewing Co., 3.50%, 05/01/22 (c)		250,000		251,035
Pepsi Bottling Group, Inc. (The), Series B, 7.00%, 03/01/29		144,000		185,095
PepsiAmericas, Inc., 4.88%, 01/15/15		208,000		218,824
PepsiCo, Inc. 3.13%, 11/01/20		200,000		204,441
3.60%, 08/13/42 (c)		300,000		250,867
				5,539,262

Corporate Bonds (continued)
	Principal Amount		Market Value
Biotechnology 0.3%
Amgen, Inc. 2.30%, 06/15/16	$	200,000	$	206,441
3.45%, 10/01/20		200,000		205,405
3.88%, 11/15/21		500,000		517,509
6.40%, 02/01/39		300,000		349,489
Bio-Rad Laboratories, Inc., 4.88%, 12/15/20		100,000		103,500
Celgene Corp. 3.95%, 10/15/20		250,000		262,491
3.25%, 08/15/22		200,000		192,089
Genentech, Inc., 5.25%, 07/15/35		62,000		67,884
Gilead Sciences, Inc. 3.05%, 12/01/16		100,000		105,762
4.50%, 04/01/21		100,000		108,417
4.40%, 12/01/21		400,000		432,620
				2,551,607
Building Products 0.0%†
Owens Corning, 9.00%, 06/15/19		17,000		20,995
Capital Markets 1.2%
Ameriprise Financial, Inc. 5.30%, 03/15/20		100,000		114,200
4.00%, 10/15/23		250,000		256,311
Bear Stearns Cos. LLC (The) 5.30%, 10/30/15		123,000		132,870
4.65%, 07/02/18		246,000		271,477
Charles Schwab Corp. (The), 2.20%, 07/25/18		150,000		152,072
Credit Suisse USA, Inc. 5.85%, 08/16/16		300,000		337,887
7.13%, 07/15/32		195,000		258,745
Deutsche Bank AG 3.25%, 01/11/16		500,000		524,839
4.30%, 05/24/28 (a)		250,000		229,415
Franklin Resources, Inc., 2.80%, 09/15/22		250,000		237,801
Goldman Sachs Group, Inc. (The) 5.13%, 01/15/15		461,000		483,351
5.35%, 01/15/16		453,000		494,765
3.63%, 02/07/16		430,000		453,463
2.90%, 07/19/18		500,000		510,321
Series D, 6.00%, 06/15/20		500,000		578,829
5.25%, 07/27/21		300,000		329,017
5.75%, 01/24/22		250,000		282,930
6.13%, 02/15/33		200,000		223,474
6.75%, 10/01/37		700,000		755,297
Jefferies Group LLC, 6.88%, 04/15/21		250,000		281,754

11

Statement of Investments (Continued)

October 31, 2013

Nationwide Bond Index Fund (Continued)

Corporate Bonds (continued)
	Principal Amount		Market Value
Capital Markets (continued)
Morgan Stanley 6.00%, 04/28/15	$	300,000	$	321,532
3.45%, 11/02/15		200,000		207,788
1.75%, 02/25/16		500,000		504,337
3.80%, 04/29/16		200,000		210,990
4.75%, 03/22/17		500,000		547,078
2.13%, 04/25/18 (c)		250,000		248,333
7.30%, 05/13/19		400,000		485,735
5.50%, 07/28/21		150,000		168,823
3.75%, 02/25/23 (c)		250,000		246,639
4.10%, 05/22/23		350,000		337,556
7.25%, 04/01/32		226,000		283,669
Nomura Holdings, Inc., 4.13%, 01/19/16		350,000		368,716
UBS AG 5.88%, 07/15/16		679,000		754,925
5.88%, 12/20/17		250,000		289,321
				11,884,260
Chemicals 0.3%
Air Products & Chemicals, Inc., 1.20%, 10/15/17		250,000		245,508
Albemarle Corp., 5.10%, 02/01/15		82,000		86,369
CF Industries, Inc., 3.45%, 06/01/23		350,000		332,842
Dow Chemical Co. (The) 4.13%, 11/15/21		150,000		155,200
4.38%, 11/15/42		350,000		315,380
E.I. du Pont de Nemours & Co. 5.25%, 12/15/16		265,000		299,009
4.90%, 01/15/41 (c)		200,000		204,040
Eastman Chemical Co., 3.60%, 08/15/22		250,000		244,218
Ecolab, Inc., 4.35%, 12/08/21		100,000		106,426
Lubrizol Corp., 6.50%, 10/01/34		103,000		125,843
LyondellBasell Industries NV, 6.00%, 11/15/21		400,000		464,500
Praxair, Inc. 4.05%, 03/15/21		150,000		159,276
3.00%, 09/01/21		300,000		299,509
				3,038,120
Commercial Banks 3.2%
Abbey National Treasury Services PLC, 4.00%, 04/27/16		125,000		133,218
Banco do Brasil SA, 3.88%, 10/10/22		300,000		271,591
Bank of America NA 6.00%, 06/15/16		205,000		224,732
5.30%, 03/15/17		500,000		552,976

Corporate Bonds (continued)
	Principal Amount		Market Value
Commercial Banks (continued)
Bank of Montreal, 1.30%, 07/15/16	$	500,000	$	504,026
Bank of New York Mellon Corp. (The) 1.20%, 02/20/15		250,000		251,994
2.30%, 07/28/16		450,000		466,875
Bank of Nova Scotia, 2.90%, 03/29/16		900,000		942,281
Bank One Corp., 8.00%, 04/29/27		202,000		266,260
Barclays Bank PLC 2.75%, 02/23/15		500,000		512,629
5.14%, 10/14/20		250,000		266,756
BB&T Corp., 2.15%, 03/22/17		650,000		665,330
BNP Paribas SA 3.60%, 02/23/16		250,000		264,474
2.70%, 08/20/18		500,000		512,619
Branch Banking & Trust Co., 1.45%, 10/03/16		250,000		252,382
Canadian Imperial Bank of Commerce, 1.35%, 07/18/16		500,000		504,789
Capital One Financial Corp., 2.15%, 03/23/15		500,000		508,160
Comerica, Inc., 4.80%, 05/01/15		123,000		129,929
Commonwealth Bank of Australia, 1.90%, 09/18/17		500,000		506,684
Cooperatieve Centrale Raiffeisen-Boerenleenbank BA 3.38%, 01/19/17		250,000		266,292
1.70%, 03/19/18		250,000		248,905
5.25%, 05/24/41		125,000		133,220
Credit Suisse/New York, 3.50%, 03/23/15		250,000		260,187
Deutsche Bank Financial LLC, 5.38%, 03/02/15		123,000		128,845
Discover Bank, 7.00%, 04/15/20		300,000		355,477
Export-Import Bank of Korea 4.00%, 01/29/21		350,000		364,646
5.00%, 04/11/22		250,000		278,269
Fifth Third Bancorp 3.63%, 01/25/16		400,000		421,508
3.50%, 03/15/22		300,000		298,413
HSBC Bank USA NA, 5.88%, 11/01/34		498,000		546,272
HSBC Holdings PLC, 4.00%, 03/30/22		500,000		518,698
HSBC USA, Inc. 1.63%, 01/16/18		500,000		495,421
2.63%, 09/24/18		250,000		255,797
Intesa Sanpaolo SpA, 3.88%, 01/15/19		200,000		200,779

12

Statement of Investments (Continued)

October 31, 2013

Nationwide Bond Index Fund (Continued)

Corporate Bonds (continued)
	Principal Amount		Market Value
Commercial Banks (continued)
JPMorgan Chase Bank NA, 6.00%, 07/05/17	$	530,000	$	603,716
KeyCorp, 5.10%, 03/24/21		150,000		166,080
Korea Development Bank (The), 3.25%, 03/09/16		500,000		519,977
Korea Finance Corp., 4.63%, 11/16/21		200,000		217,187
Kreditanstalt fuer Wiederaufbau 4.38%, 07/21/15 (c)		1,405,000		1,494,668
0.50%, 09/30/15		500,000		499,818
5.13%, 03/14/16		400,000		442,366
2.00%, 06/01/16 (c)		500,000		517,250
4.38%, 03/15/18		800,000		902,414
1.00%, 06/11/18 (c)		1,000,000		984,764
2.75%, 09/08/20		800,000		826,561
Landwirtschaftliche Rentenbank 2.13%, 07/15/16		250,000		259,183
5.13%, 02/01/17		600,000		680,886
National Australia Bank Ltd., 1.30%, 07/25/16		500,000		504,079
National City Corp., 4.90%, 01/15/15		246,000		257,513
Oesterreichische Kontrollbank AG 4.50%, 03/09/15		414,000		437,143
4.88%, 02/16/16		250,000		274,797
PNC Bank NA, 2.95%, 01/30/23		350,000		328,999
PNC Funding Corp. 5.25%, 11/15/15		246,000		265,903
5.13%, 02/08/20		400,000		450,749
Royal Bank of Canada, 2.20%, 07/27/18		500,000		506,233
Royal Bank of Scotland PLC (The), 4.38%, 03/16/16		500,000		533,750
State Street Bank & Trust Co., 5.30%, 01/15/16		200,000		217,402
State Street Corp., 4.38%, 03/07/21		300,000		326,294
Sumitomo Mitsui Banking Corp., 1.80%, 07/18/17		500,000		502,094
SunTrust Banks, Inc. 3.60%, 04/15/16		150,000		158,362
3.50%, 01/20/17		350,000		371,657
Toronto-Dominion Bank (The) 2.38%, 10/19/16		250,000		260,163
1.40%, 04/30/18		250,000		246,212
US Bancorp 1.65%, 05/15/17		350,000		353,574
4.13%, 05/24/21		100,000		107,388
2.95%, 07/15/22		300,000		284,180
US Bank NA, 4.80%, 04/15/15		92,000		97,371

Corporate Bonds (continued)
	Principal Amount		Market Value
Commercial Banks (continued)
Wachovia Bank NA, 6.60%, 01/15/38	$	425,000	$	529,770
Wells Fargo & Co. 3.68%, 06/15/16 (d)		550,000		586,426
5.13%, 09/15/16		144,000		159,477
1.50%, 01/16/18		750,000		746,278
2.15%, 01/15/19		500,000		502,393
Series M, 3.45%, 02/13/23		250,000		238,056
5.38%, 02/07/35		118,000		127,195
Westpac Banking Corp. 4.20%, 02/27/15		500,000		524,486
2.25%, 07/30/18		500,000		506,916
				31,030,164
Commercial Services & Supplies 0.1%
GATX Corp., 2.38%, 07/30/18		250,000		248,899
Republic Services, Inc., 5.25%, 11/15/21		600,000		665,250
Science Applications International Corp., 5.50%, 07/01/33		123,000		115,457
Waste Management, Inc., 7.00%, 07/15/28		113,000		141,126
				1,170,732
Communications Equipment 0.1%
Cisco Systems, Inc. 4.95%, 02/15/19		335,000		382,405
5.50%, 01/15/40		250,000		278,064
Motorola Solutions, Inc., 7.50%, 05/15/25		144,000		175,345
Telefonaktiebolaget LM Ericsson, 4.13%, 05/15/22		150,000		148,634
				984,448
Computers & Peripherals 0.2%
Apple, Inc. 1.00%, 05/03/18		500,000		486,559
3.85%, 05/04/43 (c)		250,000		211,817
EMC Corp., 1.88%, 06/01/18		500,000		500,050
Hewlett-Packard Co. 2.35%, 03/15/15		400,000		406,902
4.65%, 12/09/21 (c)		500,000		505,248
Seagate HDD Cayman, 3.75%, 11/15/18 (b)		200,000		200,000
				2,310,576
Construction & Engineering 0.0%†
ABB Finance USA, Inc., 4.38%, 05/08/42		100,000		95,738

13

Statement of Investments (Continued)

October 31, 2013

Nationwide Bond Index Fund (Continued)

Corporate Bonds (continued)
	Principal Amount		Market Value
Construction Materials 0.1%
CRH America, Inc., 6.00%, 09/30/16	$	465,000	$	524,832
Consumer Finance 0.5%
American Express Co. 6.15%, 08/28/17		125,000		145,894
1.55%, 05/22/18		250,000		246,607
6.80%, 09/01/66 (a)		210,000		224,700
American Express Credit Corp., 2.75%, 09/15/15		400,000		416,049
Boeing Capital Corp., 4.70%, 10/27/19		250,000		284,189
Capital One Bank USA NA, 3.38%, 02/15/23		250,000		238,477
Ford Motor Credit Co. LLC 2.50%, 01/15/16		250,000		256,378
1.70%, 05/09/16		500,000		504,106
4.25%, 02/03/17		500,000		540,027
5.88%, 08/02/21		250,000		285,876
HSBC Finance Corp., 6.68%, 01/15/21		356,000		413,976
John Deere Capital Corp. 0.70%, 09/04/15		500,000		501,371
1.30%, 03/12/18 (c)		400,000		395,095
				4,452,745
Distributors 0.0%†
Arrow Electronics, Inc., 4.50%, 03/01/23		250,000		247,859
Diversified Financial Services 1.9%
Ameritech Capital Funding Corp., 6.45%, 01/15/18		62,000		71,551
Associates Corp. of North America, 6.95%, 11/01/18		236,000		281,881
AXA Financial, Inc., 7.00%, 04/01/28		92,000		104,189
Bank of America Corp. 4.75%, 08/01/15		431,000		458,407
5.25%, 12/01/15		513,000		551,018
5.63%, 10/14/16		440,000		491,951
3.88%, 03/22/17		500,000		535,188
2.00%, 01/11/18		300,000		297,936
5.63%, 07/01/20		250,000		286,825
5.00%, 05/13/21		500,000		549,107
5.70%, 01/24/22		250,000		286,989
3.30%, 01/11/23		250,000		239,752
4.10%, 07/24/23		500,000		505,444
5.88%, 02/07/42 (c)		250,000		287,213
Citigroup, Inc. 3.95%, 06/15/16		675,000		720,349
5.85%, 08/02/16		287,000		320,517
6.13%, 11/21/17		500,000		578,635

Corporate Bonds (continued)
	Principal Amount		Market Value
Diversified Financial Services (continued)
5.38%, 08/09/20	$	500,000	$	568,117
3.38%, 03/01/23		350,000		338,314
3.88%, 10/25/23		250,000		249,828
5.50%, 09/13/25		250,000		264,892
6.63%, 06/15/32		232,000		257,360
5.88%, 02/22/33		82,000		84,669
5.88%, 05/29/37		200,000		225,071
General Electric Capital Corp. 4.88%, 03/04/15		431,000		455,620
5.00%, 01/08/16		205,000		223,404
5.40%, 02/15/17		415,000		468,524
5.63%, 09/15/17		550,000		631,830
1.60%, 11/20/17 (c)		500,000		501,119
5.63%, 05/01/18		500,000		577,850
5.30%, 02/11/21		250,000		278,413
3.15%, 09/07/22		250,000		244,633
Series A, 6.75%, 03/15/32		367,000		448,249
6.15%, 08/07/37		500,000		577,366
6.88%, 01/10/39		100,000		126,402
6.38%, 11/15/67 (a)		150,000		162,750
JPMorgan Chase & Co. 3.70%, 01/20/15		605,000		627,549
4.75%, 03/01/15		176,000		185,581
5.15%, 10/01/15		349,000		374,484
1.10%, 10/15/15		500,000		500,871
3.15%, 07/05/16		400,000		419,800
4.63%, 05/10/21		500,000		541,923
3.38%, 05/01/23 (c)		500,000		467,492
5.60%, 07/15/41		600,000		656,839
Moody’s Corp., 4.50%, 09/01/22		100,000		101,133
Murray Street Investment Trust I, 4.65%, 03/09/17 (d)		500,000		543,587
National Rural Utilities Cooperative Finance Corp. 5.45%, 04/10/17		400,000		453,603
Series C, 8.00%, 03/01/32		111,000		152,515
Western Union Co. (The), 6.20%, 11/17/36		100,000		98,955
				18,375,695
Diversified Telecommunication Services 1.1%
AT&T, Inc. 0.90%, 02/12/16		500,000		499,481
5.63%, 06/15/16		205,000		228,606
2.40%, 08/15/16		250,000		258,613
6.55%, 02/15/39		310,000		346,539
5.35%, 09/01/40		275,000		267,490
5.55%, 08/15/41		250,000		248,706
4.30%, 12/15/42		417,000		349,709
4.35%, 06/15/45		571,000		475,569

14

Statement of Investments (Continued)

October 31, 2013

Nationwide Bond Index Fund (Continued)

Corporate Bonds (continued)
	Principal Amount		Market Value
Diversified Telecommunication Services (continued)
British Telecommunications PLC, 9.63%, 12/15/30	$	191,000	$	284,960
Corning, Inc., 4.75%, 03/15/42		150,000		149,383
Deutsche Telekom International Finance BV 5.75%, 03/23/16		273,000		301,175
8.61%, 06/15/30		256,000		366,513
Embarq Corp., 8.00%, 06/01/36		150,000		152,329
France Telecom SA, 8.75%, 03/01/31		283,000		388,131
GTE Corp. 6.84%, 04/15/18		144,000		169,782
6.94%, 04/15/28		103,000		120,888
Telecom Italia Capital SA, 6.00%, 09/30/34		260,000		229,164
Telefonica Emisiones SAU 5.46%, 02/16/21		500,000		531,352
4.57%, 04/27/23		200,000		199,339
Telefonos de Mexico SAB de CV, 5.50%, 01/27/15 (c)		164,000		172,374
Verizon Communications, Inc. 4.90%, 09/15/15		410,000		440,361
3.65%, 09/14/18		750,000		797,962
6.35%, 04/01/19		650,000		767,396
6.40%, 09/15/33		500,000		564,615
5.85%, 09/15/35		82,000		87,502
6.40%, 02/15/38		250,000		282,242
3.85%, 11/01/42		250,000		204,382
6.55%, 09/15/43 (c)		750,000		872,627
Verizon Global Funding Corp., 7.75%, 12/01/30		510,000		641,472
				10,398,662
Electric Utilities 1.6%
Alabama Power Co., 5.70%, 02/15/33		276,000		311,238
Ameren Illinois Co., 2.70%, 09/01/22		350,000		336,547
Appalachian Power Co., Series L, 5.80%, 10/01/35		144,000		153,913
Arizona Public Service Co., 5.50%, 09/01/35		150,000		164,389
Baltimore Gas & Electric Co., 5.90%, 10/01/16		115,000		130,224
Cleveland Electric Illuminating Co. (The), 5.50%, 08/15/24		200,000		222,462
Consolidated Edison Co. of New York, Inc. Series 05-C, 5.38%, 12/15/15		123,000		134,921

Corporate Bonds (continued)
	Principal Amount		Market Value
Electric Utilities (continued)
Series 08-A, 5.85%, 04/01/18	$	1,200,000	$	1,409,796
Series 03-A, 5.88%, 04/01/33		82,000		92,308
Dominion Resources, Inc. 5.20%, 08/15/19		100,000		113,731
Series B, 5.95%, 06/15/35		174,000		196,766
DTE Electric Co., 3.65%, 03/15/24		250,000		256,214
DTE Energy Co., 6.35%, 06/01/16		287,000		324,902
Duke Energy Carolinas LLC 4.30%, 06/15/20		500,000		550,569
4.25%, 12/15/41 (c)		200,000		192,486
Duke Energy Corp., 3.05%, 08/15/22		200,000		193,635
Duke Energy Indiana, Inc., 3.75%, 07/15/20		100,000		105,990
Duke Energy Ohio, Inc., Series A, 5.40%, 06/15/33		51,000		50,776
Edison International, 3.75%, 09/15/17		500,000		531,149
Entergy Corp., 5.13%, 09/15/20		300,000		319,260
Exelon Corp. 4.90%, 06/15/15		287,000		304,131
5.63%, 06/15/35		250,000		253,392
Exelon Generation Co. LLC, 5.75%, 10/01/41		150,000		151,742
Florida Power & Light Co. 5.85%, 02/01/33		70,000		81,418
5.95%, 10/01/33		53,000		64,085
5.40%, 09/01/35		90,000		102,587
5.65%, 02/01/37		200,000		233,044
Florida Power Corp., 5.90%, 03/01/33		247,000		284,130
Georgia Power Co., 4.30%, 03/15/42		200,000		183,532
Great Plains Energy, Inc., 4.85%, 06/01/21		100,000		106,896
LG&E and KU Energy LLC, 3.75%, 11/15/20		500,000		509,496
MidAmerican Energy Co., 5.80%, 10/15/36		200,000		233,277
National Fuel Gas Co., 3.75%, 03/01/23		250,000		241,885
Nevada Power Co., 5.45%, 05/15/41		100,000		111,410
Nisource Finance Corp., 5.95%, 06/15/41		150,000		160,493

15

Statement of Investments (Continued)

October 31, 2013

Nationwide Bond Index Fund (Continued)

Corporate Bonds (continued)
	Principal Amount		Market Value
Electric Utilities (continued)
Northeast Utilities, 1.45%, 05/01/18	$	500,000	$	488,827
Ohio Power Co. Series K, 6.00%, 06/01/16		349,000		390,111
Series G, 6.60%, 02/15/33		164,000		195,839
Oncor Electric Delivery Co. LLC 4.55%, 12/01/41		150,000		141,243
5.30%, 06/01/42		150,000		155,721
Pacific Gas & Electric Co. 3.25%, 06/15/23		500,000		481,406
5.80%, 03/01/37		150,000		166,044
6.25%, 03/01/39		100,000		115,828
PacifiCorp 5.25%, 06/15/35		123,000		133,582
4.10%, 02/01/42		250,000		232,718
PPL Capital Funding, Inc., 1.90%, 06/01/18		500,000		492,592
Progress Energy, Inc., 7.75%, 03/01/31		164,000		211,880
PSEG Power LLC 5.50%, 12/01/15		287,000		312,804
5.13%, 04/15/20		250,000		276,696
Public Service Co. of Colorado, 3.60%, 09/15/42		200,000		173,505
Public Service Electric & Gas Co., 3.95%, 05/01/42		200,000		181,949
Puget Sound Energy, Inc., 5.48%, 06/01/35		103,000		114,359
San Diego Gas & Electric Co., 3.95%, 11/15/41		150,000		138,590
Scottish Power Ltd., 5.81%, 03/15/25		82,000		87,748
South Carolina Electric & Gas Co., 6.05%, 01/15/38		200,000		237,908
Southern California Edison Co. 6.00%, 01/15/34		123,000		147,185
Series 05-B, 5.55%, 01/15/36		164,000		187,345
Southern Co. (The), 1.95%, 09/01/16		250,000		255,563
Tampa Electric Co., 5.40%, 05/15/21		250,000		287,194
Virginia Electric and Power Co. Series A, 5.40%, 01/15/16		103,000		113,057
5.95%, 09/15/17		250,000		291,346
Series D, 4.65%, 08/15/43		250,000		252,559
Wisconsin Electric Power Co. 2.95%, 09/15/21		250,000		250,985
5.63%, 05/15/33		41,000		47,439

Corporate Bonds (continued)
	Principal Amount		Market Value
Electric Utilities (continued)
Xcel Energy, Inc. 5.61%, 04/01/17	$	173,000	$	193,459
6.50%, 07/01/36		123,000		149,046
				15,717,322
Electrical Equipment 0.2%
Energizer Holdings, Inc., 4.70%, 05/19/21		75,000		77,189
Honeywell International, Inc. 5.40%, 03/15/16		250,000		276,741
5.30%, 03/01/18		500,000		575,987
PerkinElmer, Inc., 5.00%, 11/15/21		100,000		103,860
Precision Castparts Corp., 1.25%, 01/15/18		175,000		171,875
Thermo Fisher Scientific, Inc. 3.20%, 03/01/16		250,000		261,437
3.60%, 08/15/21		250,000		250,103
				1,717,192
Electronic Equipment, Instruments & Components 0.1%
Agilent Technologies, Inc., 6.50%, 11/01/17		225,000		263,231
Avnet Inc, 5.88%, 06/15/20		250,000		270,297
Koninklijke Philips Electronics NV, 5.00%, 03/15/42		200,000		204,079
				737,607
Energy Equipment & Services 0.1%
Baker Hughes, Inc., 3.20%, 08/15/21		500,000		506,762
Halliburton Co., 6.70%, 09/15/38		250,000		315,256
National Oilwell Varco, Inc., 3.95%, 12/01/42		100,000		90,283
Weatherford International Ltd., 5.95%, 04/15/42		250,000		248,420
				1,160,721
Food & Staples Retailing 0.2%
CVS Caremark Corp., 6.25%, 06/01/27		460,000		552,895
Kroger Co. (The), 7.50%, 04/01/31		178,000		221,302
Safeway, Inc. 5.00%, 08/15/19		155,000		160,950
3.95%, 08/15/20		100,000		98,283
Sysco Corp., 5.38%, 09/21/35 (c)		74,000		82,112

16

Statement of Investments (Continued)

October 31, 2013

Nationwide Bond Index Fund (Continued)

Corporate Bonds (continued)
	Principal Amount		Market Value
Food & Staples Retailing (continued)
Walgreen Co. 1.80%, 09/15/17	$	250,000	$	251,933
3.10%, 09/15/22		150,000		143,103
				1,510,578
Food Products 0.4%
Archer-Daniels-Midland Co. 5.38%, 09/15/35		103,000		110,431
4.02%, 04/16/43		140,000		124,275
Bunge Ltd. Finance Corp. 5.10%, 07/15/15		62,000		65,903
4.10%, 03/15/16		350,000		369,803
Campbell Soup Co., 4.25%, 04/15/21		100,000		104,988
ConAgra Foods, Inc. 7.00%, 10/01/28		154,000		189,893
4.65%, 01/25/43		100,000		93,826
General Mills, Inc., 3.15%, 12/15/21		200,000		199,949
JM Smucker Co. (The), 3.50%, 10/15/21		250,000		252,362
Kellogg Co. 4.00%, 12/15/20		250,000		267,495
Series B,     7.45%, 04/01/31		103,000		132,432
Kraft Foods Group, Inc. 6.88%, 01/26/39		138,000		170,571
5.00%, 06/04/42		250,000		250,510
Mondelez International, Inc. 4.13%, 02/09/16		250,000		267,210
6.50%, 02/09/40		300,000		356,642
Tyson Foods, Inc., 4.50%, 06/15/22		250,000		260,625
Unilever Capital Corp., 5.90%, 11/15/32		144,000		179,845
				3,396,760
Gas Utilities 0.7%
AGL Capital Corp., 4.40%, 06/01/43		250,000		232,928
Buckeye Partners LP, 4.15%, 07/01/23 (c)		250,000		247,761
CenterPoint Energy Resources Corp., 4.50%, 01/15/21		212,000		231,095
DCP Midstream Operating LP, 3.88%, 03/15/23		200,000		186,554
El Paso Natural Gas Co. LLC, 8.37%, 06/15/32		50,000		66,074
Enbridge Energy Partners LP, 5.20%, 03/15/20		250,000		274,587
Energy Transfer Partners LP 4.65%, 06/01/21		100,000		104,585
5.20%, 02/01/22		500,000		537,613
6.05%, 06/01/41		100,000		104,314

Corporate Bonds (continued)
	Principal Amount		Market Value
Gas Utilities (continued)
Enterprise Products Operating LLC Series L, 6.30%, 09/15/17	$	250,000	$	291,036
4.05%, 02/15/22		250,000		256,479
6.13%, 10/15/39		215,000		240,950
4.85%, 08/15/42		150,000		143,571
Kinder Morgan Energy Partners LP 6.85%, 02/15/20		675,000		807,995
5.80%, 03/15/35		144,000		150,188
6.38%, 03/01/41		250,000		276,313
ONEOK Partners LP 3.25%, 02/01/16		500,000		519,791
3.38%, 10/01/22		500,000		477,372
ONEOK, Inc., 4.25%, 02/01/22		100,000		94,312
Plains All American Pipeline LP/PAA Finance Corp., 5.15%, 06/01/42		150,000		151,653
Sempra Energy, 6.00%, 10/15/39		100,000		111,838
Southern Natural Gas Co. LLC, 5.90%, 04/01/17 (b)		200,000		227,018
Spectra Energy Capital LLC, 6.75%, 02/15/32		123,000		132,624
Sunoco Logistics Partners Operations LP, 3.45%, 01/15/23		250,000		235,750
Texas Gas Transmission LLC, 4.60%, 06/01/15		123,000		129,514
TransCanada PipeLines Ltd., 3.80%, 10/01/20		250,000		263,771
Williams Cos., Inc. (The), 3.70%, 01/15/23		300,000		275,825
Williams Partners LP 7.25%, 02/01/17		100,000		116,853
6.30%, 04/15/40		150,000		165,359
				7,053,723
Health Care Providers & Services 0.8%
Aetna, Inc., 6.63%, 06/15/36		250,000		305,944
Baxter International, Inc. 4.63%, 03/15/15		53,000		55,977
5.38%, 06/01/18		435,000		502,696
Becton, Dickinson and Co., 3.13%, 11/08/21		250,000		249,327
Boston Scientific Corp. 6.40%, 06/15/16		150,000		168,600
2.65%, 10/01/18		250,000		252,140
Cardinal Health, Inc., 3.20%, 06/15/22		200,000		191,916
CareFusion Corp., 3.30%, 03/01/23 (b)		250,000		236,797

17

Statement of Investments (Continued)

October 31, 2013

Nationwide Bond Index Fund (Continued)

Corporate Bonds (continued)
	Principal Amount		Market Value
Health Care Providers & Services (continued)
Cigna Corp. 4.50%, 03/15/21	$	250,000	$	269,908
5.38%, 02/15/42		150,000		160,440
Covidien International Finance SA, 6.00%, 10/15/17		440,000		511,103
Express Scripts Holding Co., 3.50%, 11/15/16		250,000		265,769
Express Scripts, Inc., 3.90%, 02/15/22		250,000		255,617
Humana, Inc., 3.15%, 12/01/22		250,000		236,273
Laboratory Corp. of America Holdings 3.13%, 05/15/16		150,000		156,114
3.75%, 08/23/22		200,000		195,683
McKesson Corp., 6.00%, 03/01/41		100,000		115,359
Medtronic, Inc., 4.00%, 04/01/43		200,000		181,466
Quest Diagnostics, Inc., 5.45%, 11/01/15		376,000		406,854
St. Jude Medical, Inc. 2.50%, 01/15/16		200,000		205,937
3.25%, 04/15/23		200,000		192,827
Stryker Corp., 1.30%, 04/01/18		350,000		345,364
UnitedHealth Group, Inc. 5.38%, 03/15/16		205,000		225,893
1.63%, 03/15/19		500,000		486,706
5.80%, 03/15/36		417,000		470,910
WellPoint, Inc. 5.25%, 01/15/16		226,000		246,503
4.63%, 05/15/42		350,000		326,826
Zimmer Holdings, Inc., 3.38%, 11/30/21		150,000		148,343
				7,367,292
Hotels, Restaurants & Leisure 0.1%
Darden Restaurants, Inc., 3.35%, 11/01/22		150,000		132,022
Hyatt Hotels Corp., 5.38%, 08/15/21		100,000		108,596
McDonald’s Corp. 5.35%, 03/01/18		240,000		277,189
4.88%, 07/15/40		250,000		265,828
Wyndham Worldwide Corp., 5.63%, 03/01/21		150,000		162,036
Yum! Brands, Inc., 6.88%, 11/15/37		50,000		59,813
				1,005,484

Corporate Bonds (continued)
	Principal Amount		Market Value
Household Durables 0.1%
Emerson Electric Co., 6.00%, 08/15/32	$	57,000	$	67,626
Newell Rubbermaid, Inc., 4.70%, 08/15/20		100,000		107,222
Stanley Black & Decker, Inc., 2.90%, 11/01/22		400,000		379,449
				554,297
Household Products 0.0%†
Kimberly-Clark Corp., 2.40%, 03/01/22		500,000		480,068
Industrial Conglomerates 0.3%
3M Co., 5.70%, 03/15/37		50,000		58,807
Danaher Corp. 2.30%, 06/23/16		100,000		103,565
3.90%, 06/23/21		100,000		106,355
Dover Corp. 4.88%, 10/15/15		156,000		168,590
5.38%, 03/01/41		50,000		55,272
Eaton Corp., 2.75%, 11/02/22 (b)		500,000		469,684
General Electric Co. 0.85%, 10/09/15		250,000		251,104
5.25%, 12/06/17 (c)		400,000		457,306
2.70%, 10/09/22		250,000		239,917
Illinois Tool Works, Inc., 4.88%, 09/15/41		200,000		203,324
Ingersoll-Rand Global Holding Co. Ltd. 2.88%, 01/15/19 (b)		50,000		50,100
5.75%, 06/15/43 (b)		50,000		52,217
Pentair Finance SA, 1.88%, 09/15/17		500,000		497,821
Tyco Electronics Group SA, 3.50%, 02/03/22		150,000		145,970
				2,860,032
Information Technology Services 0.2%
Computer Sciences Corp., 4.45%, 09/15/22		250,000		245,619
Fiserv, Inc., 4.75%, 06/15/21		200,000		210,243
International Business Machines Corp. 1.95%, 07/22/16		100,000		103,337
1.63%, 05/15/20		750,000		706,875
2.90%, 11/01/21		150,000		149,117
5.88%, 11/29/32		250,000		296,665
				1,711,856

18

Statement of Investments (Continued)

October 31, 2013

Nationwide Bond Index Fund (Continued)

Corporate Bonds (continued)
	Principal Amount		Market Value
Insurance 0.9%
ACE INA Holdings, Inc., 2.70%, 03/13/23	$	250,000	$	237,165
Aflac, Inc., 6.90%, 12/17/39		100,000		126,389
Alleghany Corp., 4.95%, 06/27/22		250,000		267,327
Allstate Corp. (The), 6.50%, 05/15/67 (a)		145,000		151,525
American International Group, Inc. 5.05%, 10/01/15		103,000		111,018
5.60%, 10/18/16		290,000		324,695
8.25%, 08/15/18		500,000		632,488
4.88%, 06/01/22		250,000		273,647
8.17%, 05/15/68 (a)		250,000		307,556
Aon Corp., 5.00%, 09/30/20		400,000		441,833
Assurant, Inc., 2.50%, 03/15/18		250,000		247,012
Berkshire Hathaway Finance Corp., 1.30%, 05/15/18		500,000		491,263
Berkshire Hathaway, Inc., 1.55%, 02/09/18		500,000		498,098
Chubb Corp. (The), 6.38%, 03/29/67 (a)		300,000		327,000
CNA Financial Corp., 5.75%, 08/15/21		250,000		285,377
Genworth Financial, Inc., 6.50%, 06/15/34		144,000		158,479
Hartford Financial Services Group, Inc., 6.10%, 10/01/41		150,000		178,081
ING US, Inc., 5.50%, 07/15/22		250,000		275,494
Lincoln National Corp. 4.85%, 06/24/21		50,000		54,335
6.15%, 04/07/36		160,000		184,721
Loews Corp., 4.13%, 05/15/43		100,000		87,599
Markel Corp., 3.63%, 03/30/23		250,000		241,121
Marsh & McLennan Cos., Inc., 4.80%, 07/15/21		300,000		326,235
MetLife, Inc. 3.05%, 12/15/22		250,000		240,013
5.70%, 06/15/35 (c)		86,000		96,881
6.40%, 12/15/66		200,000		208,500
Nationwide Financial Services, Inc., 6.75%, 05/15/67 (e)		75,000		73,969
Principal Financial Group, Inc., 3.30%, 09/15/22		500,000		488,940
Progressive Corp. (The) 3.75%, 08/23/21		150,000		156,352
6.25%, 12/01/32		113,000		135,757

Corporate Bonds (continued)
	Principal Amount		Market Value
Insurance (continued)
Prudential Financial, Inc. 5.38%, 06/21/20	$	250,000	$	285,223
Series B, 5.75%, 07/15/33		103,000		113,610
6.63%, 06/21/40		200,000		247,320
5.62%, 06/15/43 (a)		150,000		149,063
Reinsurance Group of America, Inc., 5.00%, 06/01/21		100,000		107,534
SunAmerica Financial Group, Inc., 7.50%, 07/15/25		103,000		127,832
Travelers Cos., Inc. (The), 5.75%, 12/15/17		90,000		104,247
Travelers Property Casualty Corp., 6.38%, 03/15/33		133,000		162,720
Willis Group Holdings PLC, 5.75%, 03/15/21		100,000		109,435
				9,035,854
Internet & Catalog Retail 0.1%
eBay, Inc. 1.35%, 07/15/17		500,000		501,210
3.25%, 10/15/20		100,000		103,247
Expedia, Inc., 5.95%, 08/15/20		150,000		158,771
QVC, Inc., 4.38%, 03/15/23		100,000		95,488
				858,716
Internet Software & Services 0.0%†
Google, Inc., 3.63%, 05/19/21		100,000		105,897
Machinery 0.1%
Caterpillar Financial Services Corp., 5.50%, 03/15/16		205,000		226,998
Caterpillar, Inc. 2.60%, 06/26/22		250,000		238,506
6.05%, 08/15/36		123,000		146,129
3.80%, 08/15/42 (c)		97,000		83,533
Deere & Co., 3.90%, 06/09/42		200,000		180,611
IDEX Corp., 4.20%, 12/15/21		200,000		203,249
				1,079,026
Media 1.1%
CBS Corp. 1.95%, 07/01/17		350,000		353,426
7.88%, 07/30/30		55,000		68,427
5.50%, 05/15/33		82,000		82,820
Comcast Corp. 5.90%, 03/15/16		287,000		320,545
6.50%, 01/15/17		507,000		589,521

19

Statement of Investments (Continued)

October 31, 2013

Nationwide Bond Index Fund (Continued)

Corporate Bonds (continued)
	Principal Amount		Market Value
Media (continued)
2.85%, 01/15/23 (c)	$	350,000	$	336,959
4.25%, 01/15/33		250,000		240,569
7.05%, 03/15/33		205,000		257,724
6.50%, 11/15/35		70,000		85,350
6.95%, 08/15/37		205,000		262,719
COX Communications, Inc., 5.50%, 10/01/15		167,000		180,160
DIRECTV Holdings LLC/DIRECTV Financing Co., Inc. 3.50%, 03/01/16		250,000		262,325
4.60%, 02/15/21		250,000		256,622
3.80%, 03/15/22		500,000		480,424
Discovery Communications LLC 5.05%, 06/01/20		350,000		389,779
3.25%, 04/01/23		250,000		238,760
Historic TW, Inc., 6.88%, 06/15/18		122,000		147,158
NBCUniversal Media LLC 5.15%, 04/30/20		250,000		286,007
5.95%, 04/01/41		100,000		114,969
4.45%, 01/15/43		200,000		189,168
News America, Inc. 8.00%, 10/17/16		82,000		97,569
4.50%, 02/15/21		250,000		269,538
7.28%, 06/30/28		53,000		62,441
6.55%, 03/15/33		450,000		513,621
6.20%, 12/15/34		170,000		190,304
Omnicom Group, Inc. 5.90%, 04/15/16		123,000		136,991
3.63%, 05/01/22		50,000		48,896
Thomson Reuters Corp., 6.50%, 07/15/18		400,000		470,970
Time Warner Cable, Inc. 6.75%, 07/01/18		415,000		466,901
6.75%, 06/15/39		500,000		475,132
4.50%, 09/15/42		250,000		187,383
Time Warner, Inc. 7.63%, 04/15/31		523,000		661,934
7.70%, 05/01/32		248,000		316,704
Viacom, Inc. 3.25%, 03/15/23		400,000		379,057
4.38%, 03/15/43		200,000		172,166
Walt Disney Co. (The), 1.10%, 12/01/17		500,000		494,422
WPP Finance 2010, 4.75%, 11/21/21		100,000		104,461
				10,191,922
Metals & Mining 0.7%
Alcoa, Inc., 5.87%, 02/23/22		335,000		345,541

Corporate Bonds (continued)
	Principal Amount		Market Value
Metals & Mining (continued)
Barrick Gold Corp. 2.90%, 05/30/16	$	100,000	$	102,581
4.10%, 05/01/23		500,000		453,152
5.25%, 04/01/42		200,000		161,725
BHP Billiton Finance USA Ltd. 5.25%, 12/15/15		225,000		245,572
1.63%, 02/24/17		250,000		253,083
3.25%, 11/21/21		250,000		251,881
Cliffs Natural Resources, Inc. 3.95%, 01/15/18 (c)		250,000		253,245
4.88%, 04/01/21 (c)		150,000		147,903
Freeport-McMoRan Copper & Gold, Inc. 2.15%, 03/01/17		500,000		503,314
3.55%, 03/01/22		100,000		94,237
5.45%, 03/15/43		100,000		93,666
Goldcorp, Inc., 2.13%, 03/15/18		250,000		245,611
Kinross Gold Corp., 5.13%, 09/01/21		100,000		96,812
Newmont Mining Corp. 5.88%, 04/01/35		164,000		145,893
4.88%, 03/15/42 (c)		100,000		75,166
Nucor Corp., 4.00%, 08/01/23		250,000		249,522
Rio Tinto Alcan, Inc. 5.00%, 06/01/15		205,000		217,860
5.75%, 06/01/35		144,000		156,228
Rio Tinto Finance USA Ltd., 4.13%, 05/20/21		500,000		519,095
Rio Tinto Finance USA PLC 1.38%, 06/17/16		350,000		351,795
2.88%, 08/21/22 (c)		200,000		187,512
Southern Copper Corp., 6.75%, 04/16/40		250,000		246,654
Teck Resources Ltd., 4.75%, 01/15/22		500,000		508,001
Vale Overseas Ltd. 4.38%, 01/11/22		250,000		244,993
6.88%, 11/21/36		306,000		315,189
Vale SA, 5.63%, 09/11/42		150,000		134,063
				6,600,294
Multiline Retail 0.4%
Costco Wholesale Corp., 5.50%, 03/15/17		475,000		543,050
Dollar General Corp., 1.88%, 04/15/18		250,000		244,574
Kohl’s Corp. 4.00%, 11/01/21		100,000		100,385
3.25%, 02/01/23		150,000		139,466

20

Statement of Investments (Continued)

October 31, 2013

Nationwide Bond Index Fund (Continued)

Corporate Bonds (continued)
	Principal Amount		Market Value
Multiline Retail (continued)
Macy’s Retail Holdings, Inc. 5.90%, 12/01/16	$	85,000	$	95,897
6.90%, 04/01/29		50,000		57,510
6.70%, 07/15/34		150,000		170,527
Nordstrom, Inc., 4.00%, 10/15/21		250,000		263,869
Target Corp. 6.00%, 01/15/18		300,000		352,274
6.35%, 11/01/32		217,000		263,927
Wal-Mart Stores, Inc. 1.50%, 10/25/15		500,000		510,106
1.13%, 04/11/18		500,000		490,873
7.55%, 02/15/30		82,000		111,138
5.25%, 09/01/35		242,000		263,285
6.20%, 04/15/38		250,000		301,827
5.00%, 10/25/40		250,000		263,914
5.63%, 04/15/41		150,000		171,362
				4,343,984
Office Electronics 0.1%
Pitney Bowes, Inc., 4.75%, 05/15/18		62,000		66,229
Xerox Corp. 6.35%, 05/15/18 (c)		200,000		230,983
4.50%, 05/15/21 (c)		250,000		259,812
				557,024
Oil, Gas & Consumable Fuels 1.8%
Anadarko Petroleum Corp. 5.95%, 09/15/16		200,000		226,056
6.38%, 09/15/17		100,000		116,896
6.45%, 09/15/36		269,000		317,008
Apache Corp. 3.63%, 02/01/21 (c)		500,000		515,468
4.75%, 04/15/43		250,000		246,626
Apache Finance Canada Corp., 4.38%, 05/15/15		238,000		251,533
BP Capital Markets PLC 3.20%, 03/11/16		300,000		315,531
1.38%, 05/10/18		750,000		736,156
4.50%, 10/01/20		100,000		109,335
3.56%, 11/01/21		250,000		255,727
Canadian Natural Resources Ltd., 6.25%, 03/15/38		210,000		241,321
Cenovus Energy, Inc. 5.70%, 10/15/19		200,000		230,459
3.80%, 09/15/23		250,000		251,141
Chevron Corp. 1.72%, 06/24/18		500,000		501,673
2.36%, 12/05/22		250,000		233,021
ConocoPhillips 5.90%, 10/15/32		123,000		144,511
6.50%, 02/01/39		400,000		512,311

Corporate Bonds (continued)
	Principal Amount		Market Value
Oil, Gas & Consumable Fuels (continued)
Devon Energy Corp., 7.95%, 04/15/32	$	250,000	$	328,549
Ensco PLC, 4.70%, 03/15/21		300,000		321,696
EOG Resources, Inc. 5.63%, 06/01/19		130,000		152,241
4.10%, 02/01/21		200,000		213,899
EQT Corp., 4.88%, 11/15/21		250,000		259,268
Hess Corp., 7.30%, 08/15/31		196,000		242,148
Husky Energy, Inc., 3.95%, 04/15/22		200,000		203,256
Marathon Oil Corp. 2.80%, 11/01/22 (c)		250,000		235,801
6.80%, 03/15/32		82,000		98,416
Marathon Petroleum Corp., 5.13%, 03/01/21		300,000		329,338
Murphy Oil Corp., 5.13%, 12/01/42		100,000		88,198
Nabors Industries, Inc., 5.00%, 09/15/20		300,000		317,033
Noble Energy, Inc. 4.15%, 12/15/21		100,000		104,889
6.00%, 03/01/41		150,000		172,297
Noble Holding International Ltd., 5.25%, 03/15/42		100,000		95,509
Occidental Petroleum Corp., 3.13%, 02/15/22		400,000		393,434
Pemex Project Funding Master Trust, 6.63%, 06/15/35		501,000		541,998
Petrobras Global Finance BV, 4.38%, 05/20/23 (c)		750,000		692,541
Petrobras International Finance Co. 3.88%, 01/27/16		500,000		515,751
5.38%, 01/27/21		750,000		761,843
Petrohawk Energy Corp., 7.25%, 08/15/18		200,000		216,250
Petroleos Mexicanos 3.50%, 07/18/18		500,000		511,953
5.50%, 01/21/21		325,000		353,593
5.50%, 06/27/44		250,000		231,181
Phillips 66, 5.88%, 05/01/42		150,000		165,765
Pioneer Natural Resources Co., 3.95%, 07/15/22		50,000		50,945
Plains Exploration & Production Co. 6.50%, 11/15/20		350,000		385,875
6.63%, 05/01/21		200,000		218,500
Pride International, Inc., 8.50%, 06/15/19		100,000		127,181
Shell International Finance BV 1.13%, 08/21/17		500,000		498,748
6.38%, 12/15/38		400,000		502,533

21

Statement of Investments (Continued)

October 31, 2013

Nationwide Bond Index Fund (Continued)

Corporate Bonds (continued)
	Principal Amount		Market Value
Oil, Gas & Consumable Fuels (continued)
Southwestern Energy Co., 4.10%, 03/15/22	$	150,000	$	151,441
Statoil ASA 3.13%, 08/17/17		250,000		266,572
1.15%, 05/15/18		250,000		243,063
Total Capital International SA, 3.70%, 01/15/24		500,000		509,652
Total Capital SA, 2.30%, 03/15/16		250,000		259,139
Transocean, Inc. 2.50%, 10/15/17		500,000		504,640
6.38%, 12/15/21		150,000		168,783
7.50%, 04/15/31		123,000		139,948
Valero Energy Corp. 7.50%, 04/15/32		82,000		100,135
6.63%, 06/15/37		100,000		114,530
				16,993,305
Paper & Forest Products 0.1%
Domtar Corp., 10.75%, 06/01/17		50,000		62,698
Georgia-Pacific LLC, 8.88%, 05/15/31		200,000		283,389
International Paper Co. 5.30%, 04/01/15		144,000		152,725
9.38%, 05/15/19		515,000		682,857
				1,181,669
Personal Products 0.1%
Avon Products, Inc., 4.60%, 03/15/20 (c)		250,000		259,574
Colgate-Palmolive Co., 2.45%, 11/15/21		100,000		99,111
Procter & Gamble Co. (The) 1.80%, 11/15/15		250,000		256,450
4.85%, 12/15/15		123,000		134,115
5.80%, 08/15/34		205,000		246,437
				995,687
Pharmaceuticals 0.9%
Abbott Laboratories, 4.13%, 05/27/20		500,000		546,558
AbbVie, Inc. 2.00%, 11/06/18		500,000		499,465
4.40%, 11/06/42		75,000		70,819
Allergan, Inc., 1.35%, 03/15/18		300,000		294,824
AstraZeneca PLC 5.90%, 09/15/17		300,000		349,424
6.45%, 09/15/37		140,000		172,912
Bristol-Myers Squibb Co., 2.00%, 08/01/22		600,000		548,791

Corporate Bonds (continued)
	Principal Amount		Market Value
Pharmaceuticals (continued)
Eli Lilly & Co. 5.20%, 03/15/17	$	300,000	$	339,065
7.13%, 06/01/25		82,000		108,028
GlaxoSmithKline Capital PLC 1.50%, 05/08/17		250,000		252,202
2.85%, 05/08/22		250,000		243,285
GlaxoSmithKline Capital, Inc., 5.38%, 04/15/34		139,000		154,820
Johnson & Johnson 2.95%, 09/01/20		100,000		104,188
4.95%, 05/15/33		287,000		323,028
Merck & Co., Inc. 4.75%, 03/01/15		396,000		418,479
1.10%, 01/31/18		500,000		493,370
6.40%, 03/01/28		51,000		64,158
5.95%, 12/01/28		113,000		138,144
4.15%, 05/18/43		250,000		233,982
Novartis Securities Investment Ltd., 5.13%, 02/10/19		330,000		379,977
Pfizer, Inc. 4.65%, 03/01/18		185,000		209,690
7.20%, 03/15/39		375,000		513,294
Pharmacia Corp., 6.60%, 12/01/28		123,000		157,100
Sanofi 2.63%, 03/29/16		250,000		261,212
1.25%, 04/10/18		250,000		246,244
Teva Pharmaceutical Finance Co. BV, Series 2, 3.65%, 11/10/21		69,000		68,699
Teva Pharmaceutical Finance Co. LLC, 6.15%, 02/01/36		98,000		111,921
Teva Pharmaceutical Finance IV BV, 3.65%, 11/10/21		181,000		179,468
Watson Pharmaceuticals, Inc., 3.25%, 10/01/22		200,000		189,522
Wyeth LLC, 5.50%, 02/15/16		241,000		267,521
Zoetis, Inc. 1.88%, 02/01/18		500,000		497,391
3.25%, 02/01/23 (b)(c)		49,000		46,755
3.25%, 02/01/23		1,000		960
				8,485,296
Real Estate Investment Trusts (REITs) 0.6%
American Tower REIT, Inc., 5.05%, 09/01/20		400,000		421,339
Boston Properties LP 5.00%, 06/01/15		360,000		383,637
5.63%, 11/15/20		350,000		398,237
Camden Property Trust, 5.00%, 06/15/15		103,000		109,363

22

Statement of Investments (Continued)

October 31, 2013

Nationwide Bond Index Fund (Continued)

Corporate Bonds (continued)
	Principal Amount		Market Value
Real Estate Investment Trusts (REITs) (continued)
Digital Realty Trust LP, 5.25%, 03/15/21	$	250,000	$	261,253
Duke Realty LP, 3.88%, 10/15/22		250,000		241,934
ERP Operating LP, 5.38%, 08/01/16		205,000		228,423
HCP, Inc. 6.00%, 01/30/17		328,000		369,865
3.75%, 02/01/19		250,000		260,961
Health Care REIT, Inc., 5.25%, 01/15/22		300,000		322,636
Host Hotels & Resorts LP, Series D, 3.75%, 10/15/23		350,000		331,188
Kilroy Realty LP, 4.80%, 07/15/18		200,000		216,078
ProLogis LP, 6.63%, 05/15/18		400,000		471,482
Realty Income Corp., 4.65%, 08/01/23		250,000		258,426
Simon Property Group LP 5.10%, 06/15/15		294,000		314,788
6.10%, 05/01/16		287,000		320,209
4.75%, 03/15/42		250,000		247,821
UDR, Inc., 4.25%, 06/01/18		100,000		106,923
Ventas Realty LP/Ventas Capital Corp. 4.75%, 06/01/21		100,000		107,058
4.25%, 03/01/22		350,000		358,536
Weyerhaeuser Co., 7.38%, 03/15/32		250,000		310,860
				6,041,017
Road & Rail 0.3%
Burlington Northern Santa Fe LLC 3.00%, 03/15/23		250,000		236,571
7.95%, 08/15/30		144,000		191,523
5.05%, 03/01/41		350,000		354,858
CSX Corp. 7.38%, 02/01/19		305,000		376,849
3.70%, 10/30/20		200,000		209,107
5.50%, 04/15/41		100,000		107,477
FedEx Corp., 3.88%, 08/01/42		50,000		42,507
Norfolk Southern Corp. 2.90%, 02/15/23		92,000		87,024
5.59%, 05/17/25		59,000		66,762
4.84%, 10/01/41		15,000		14,910
6.00%, 05/23/11		100,000		108,723
Ryder System, Inc., 2.50%, 03/01/18		250,000		252,736
Union Pacific Corp., 2.75%, 04/15/23		400,000		375,944

Corporate Bonds (continued)
	Principal Amount		Market Value
Road & Rail (continued)
United Parcel Service of America, Inc., 8.38%, 04/01/20	$	82,000	$	108,898
United Parcel Service, Inc., 6.20%, 01/15/38		205,000		255,121
				2,789,010
Semiconductors & Semiconductor Equipment 0.1%
Applied Materials, Inc., 4.30%, 06/15/21		300,000		316,453
Broadcom Corp., 2.70%, 11/01/18		100,000		103,151
Intel Corp. 2.70%, 12/15/22		250,000		234,633
4.80%, 10/01/41 (c)		200,000		197,079
				851,316
Software 0.3%
CA, Inc., 4.50%, 08/15/23		240,000		241,624
Microsoft Corp. 1.00%, 05/01/18		500,000		492,992
3.00%, 10/01/20		350,000		359,836
Oracle Corp. 5.25%, 01/15/16		48,000		52,763
1.20%, 10/15/17		350,000		346,223
2.38%, 01/15/19		500,000		508,392
5.00%, 07/08/19		100,000		114,156
5.38%, 07/15/40		300,000		327,877
				2,443,863
Sovereign 0.1%
Japan Finance Corp. Series DTC, 2.88%, 02/02/15		300,000		309,256
2.50%, 05/18/16		200,000		209,095
2.25%, 07/13/16		200,000		207,883
Series DTC, 1.13%, 07/19/17 (c)		350,000		348,512
				1,074,746
Specialty Retail 0.2%
AutoZone, Inc., 4.00%, 11/15/20		200,000		207,275
Gap, Inc. (The), 5.95%, 04/12/21		100,000		110,851
Home Depot, Inc. (The) 5.40%, 03/01/16		410,000		453,942
2.70%, 04/01/23		250,000		237,108
5.88%, 12/16/36		230,000		267,614
5.95%, 04/01/41		100,000		117,829

23

Statement of Investments (Continued)

October 31, 2013

Nationwide Bond Index Fund (Continued)

Corporate Bonds (continued)
	Principal Amount		Market Value
Specialty Retail (continued)
Lowe’s Cos., Inc. 6.50%, 03/15/29	$	164,000	$	198,728
5.80%, 10/15/36		230,000		259,481
				1,852,828
Supranational 0.0%†
Svensk Exportkredit AB, 0.63%, 05/31/16		500,000		499,106
Textiles, Apparel & Luxury Goods 0.0%†
Cintas Corp. No. 2, 4.30%, 06/01/21		100,000		106,973
VF Corp., 3.50%, 09/01/21		200,000		202,824
				309,797
Thrifts & Mortgage Finance 0.0%†
Santander Holdings USA, Inc., 3.45%, 08/27/18		250,000		257,068
Tobacco 0.2%
Altria Group, Inc. 9.70%, 11/10/18		203,000		272,695
9.25%, 08/06/19		136,000		181,423
2.85%, 08/09/22		250,000		232,552
10.20%, 02/06/39		120,000		191,199
4.25%, 08/09/42		100,000		85,154
5.38%, 01/31/44		100,000		100,838
Lorillard Tobacco Co., 3.50%, 08/04/16		500,000		527,552
Philip Morris International, Inc. 5.65%, 05/16/18		150,000		174,714
6.38%, 05/16/38		400,000		481,975
Reynolds American, Inc., 4.75%, 11/01/42		150,000		134,862
				2,382,964
Wireless Telecommunication Services 0.3%
America Movil SAB de CV 5.75%, 01/15/15		155,000		163,638
5.00%, 03/30/20		500,000		547,706
6.38%, 03/01/35		123,000		134,914
Cellco Partnership/Verizon Wireless Capital LLC, 8.50%, 11/15/18		500,000		642,201
Rogers Communications, Inc., 3.00%, 03/15/23 (c)		250,000		235,621
Vodafone Group PLC 2.88%, 03/16/16		200,000		207,896
1.63%, 03/20/17		400,000		400,946
2.95%, 02/19/23		500,000		464,625
7.88%, 02/15/30		144,000		186,571

Corporate Bonds (continued)
	Principal Amount		Market Value
Wireless Telecommunication Services (continued)
6.15%, 02/27/37	$	75,000	$	83,941
				3,068,059
Total Corporate Bonds (cost $215,906,329)				225,097,615
Municipal Bonds 1.0%
California 0.5%
Bay Area Toll Authority, RB, 6.26%, 04/01/49		250,000		308,192
City of San Francisco CA Public Utilities Commission Water Revenue, RB, 6.00%, 11/01/40		100,000		113,238
East Bay Municipal Utility District, RB, 5.87%, 06/01/40		100,000		116,405
Los Angeles Community College District, GO, 6.75%, 08/01/49		200,000		258,512
Los Angeles Unified School District, GO, 6.76%, 07/01/34		250,000		313,270
Los Angeles, Department of Water & Power, RB, 6.57%, 07/01/45		210,000		264,631
Metropolitan Water District of Southern California, RB, 6.95%, 07/01/40		500,000		565,760
San Diego County Water Authority, RB, 6.14%, 05/01/49		125,000		150,059
Santa Clara Valley Transportation Authority, RB 5.88%, 04/01/32		200,000		225,542
State of California, GO 5.45%, 04/01/15		300,000		320,403
7.50%, 04/01/34		300,000		394,791
7.55%, 04/01/39		775,000		1,049,234
				4,080,037
Colorado 0.0%†
Denver City & County School District No. 1, COP, Series B, 4.24%, 12/15/37		50,000		46,143
Connecticut 0.0%†
State of Connecticut, GO, Series D, 5.09%, 10/01/30		200,000		204,716
Georgia 0.0%†
Municipal Electric Authority of Georgia, RB, Series A, 6.66%, 04/01/57		150,000		156,306

24

Statement of Investments (Continued)

October 31, 2013

Nationwide Bond Index Fund (Continued)

Municipal Bonds (continued)
	Principal Amount		Market Value
Illinois 0.1%
Chicago Transit Authority, RB, 6.90%, 12/01/40	$	170,000	$	195,045
State of Illinois, GO 5.88%, 03/01/19		100,000		108,712
5.10%, 06/01/33		685,000		623,021
				926,778
Massachusetts 0.0%†
Commonwealth of Massachusetts, RB, 5.73%, 06/01/40		150,000		175,865
New Jersey 0.1%
New Jersey Economic Development Authority, RB, Series A, 7.43%, 02/15/29		250,000		304,935
New Jersey State Turnpike Authority, RB, Series F, 7.41%, 01/01/40		215,000		285,967
Rutgers-State University of New Jersey, RB, 5.67%, 05/01/40		250,000		275,708
				866,610
New York 0.2%
City of New York, GO, 5.85%, 06/01/40		520,000		584,698
Metropolitan Transportation Authority, RB, Series C, 7.34%, 11/15/39		290,000		383,386
New York City Municipal Water Finance Authority, RB, 5.79%, 06/15/41		500,000		529,220
Port Authority of New York & New Jersey, RB, 6.04%, 12/01/29		460,000		535,256
				2,032,560
Ohio 0.1%
American Power, Inc., RB, 7.50%, 02/15/50		100,000		121,323
Northeast Regional Sewer District, RB, 6.04%, 11/15/40		200,000		214,144
				335,467
Pennsylvania 0.0%†
Commonwealth of Pennsylvania, GO, Series B, 4.65%, 02/15/26		200,000		213,516

Municipal Bonds (continued)
	Principal Amount		Market Value
Texas 0.0%†
Texas Transportation Commission, RB, Series B, 5.18%, 04/01/30	$	100,000	$	110,618
Total Municipal Bonds (cost $8,090,944)				9,148,616
Sovereign Bonds 2.9%
BRAZIL 0.2%
Brazilian Government International Bond, 5.88%, 01/15/19		500,000		575,000
4.88%, 01/22/21		750,000		813,835
7.13%, 01/20/37		595,000		715,356
				2,104,191
CANADA 0.3%
Province of Nova Scotia Canada, 5.13%, 01/26/17		115,000		130,438
Province of Ontario Canada, 4.50%, 02/03/15		463,000		486,722
4.75%, 01/19/16 (c)		205,000		223,344
2.30%, 05/10/16		400,000		415,246
1.20%, 02/14/18		750,000		742,171
Province of Quebec Canada, 4.60%, 05/26/15		246,000		261,997
7.50%, 09/15/29		200,000		273,974
				2,533,892
COLOMBIA 0.1%
Colombia Government International Bond, 7.38%, 03/18/19		600,000		733,800
4.38%, 07/12/21		250,000		264,000
7.38%, 09/18/37		250,000		320,000
				1,317,800
ISRAEL 0.1%
Israel Government International Bond, 3.15%, 06/30/23 (c)		500,000		484,373
ITALY 0.1%
Italy Government International Bond, 4.50%, 01/21/15		250,000		260,675
4.75%, 01/25/16		287,000		306,459
5.38%, 06/15/33 (c)		384,000		407,539
				974,673
MEXICO 0.3%
Mexico Government International Bond, 5.63%, 01/15/17		250,000		280,405
5.13%, 01/15/20		1,000,000		1,125,350
6.75%, 09/27/34		373,000		452,186
4.75%, 03/08/44		350,000		325,984
5.75%, 10/12/10		200,000		191,313
				2,375,238

25

Statement of Investments (Continued)

October 31, 2013

Nationwide Bond Index Fund (Continued)

Sovereign Bonds (continued)
	Principal Amount		Market Value
PANAMA 0.1%
Panama Government International Bond, 5.20%, 01/30/20	$	500,000	$	551,664
6.70%, 01/26/36		250,000		294,373
				846,037
PERU 0.1%
Peru Government International Bond, 7.13%, 03/30/19 (c)		870,000		1,055,745
PHILIPPINES 0.1%
Philippine Government International Bond, 6.50%, 01/20/20		250,000		300,625
7.75%, 01/14/31 (c)		250,000		336,250
6.38%, 10/23/34		500,000		608,250
				1,245,125
POLAND 0.1%
Poland Government International Bond, 5.00%, 10/19/15		156,000		167,700
6.38%, 07/15/19		250,000		294,825
5.13%, 04/21/21		125,000		137,812
5.00%, 03/23/22		450,000		491,809
				1,092,146
SOUTH AFRICA 0.0%†
South Africa Government International Bond, 4.67%, 01/17/24		250,000		247,500
6.25%, 03/08/41		100,000		107,000
				354,500
SOUTH KOREA 0.0%†
Republic of Korea, 5.63%, 11/03/25		200,000		230,520
SUPRANATIONAL 1.1%
African Development Bank, 2.50%, 03/15/16		250,000		261,322
Asian Development Bank, 2.63%, 02/09/15		1,265,000		1,299,672
Council Of Europe Development Bank, 1.50%, 01/15/15		200,000		202,876
1.00%, 03/07/18		300,000		292,300
European Bank for Reconstruction & Development, 2.50%, 03/15/16		350,000		366,610
1.00%, 09/17/18		500,000		489,351
European Investment Bank, 0.63%, 04/15/16		500,000		501,076
2.50%, 05/16/16		700,000		733,601
5.13%, 09/13/16		250,000		281,400
1.25%, 10/14/16		250,000		253,951
1.13%, 12/15/16		750,000		754,562

Sovereign Bonds (continued)
	Principal Amount		Market Value
SUPRANATIONAL (continued)
5.13%, 05/30/17	$	500,000	$	571,103
1.13%, 09/15/17		1,000,000		1,000,004
1.00%, 06/15/18 (c)		1,000,000		981,887
Inter-American Development Bank, 5.13%, 09/13/16		65,000		73,243
1.75%, 08/24/18		500,000		506,353
International Bank for Reconstruction & Development, 1.13%, 07/18/17 (c)		500,000		503,100
7.63%, 01/19/23		677,000		942,870
International Finance Corp., 2.25%, 04/11/16		250,000		260,158
1.13%, 11/23/16		550,000		557,773
				10,833,212
TURKEY 0.2%
Turkey Government International Bond, 6.75%, 04/03/18		500,000		560,000
5.63%, 03/30/21		350,000		371,875
3.25%, 03/23/23		500,000		441,250
6.00%, 01/14/41		750,000		753,750
				2,126,875
URUGUAY 0.1%
Uruguay Government International Bond, 4.50%, 08/14/24		350,000		360,628
Total Sovereign Bonds (cost $27,443,346)				27,934,955
U.S. Government Mortgage Backed Agencies 31.0%
Federal Home Loan Mortgage Corp. Gold Pool
Pool# E00677 6.00%, 06/01/14		2,022		2,045
Pool# E00802 7.50%, 02/01/15		2,838		2,940
Pool# G11001 6.50%, 03/01/15		909		926
Pool# G11003 7.50%, 04/01/15		131		135
Pool# G11164 7.00%, 05/01/15		436		449
Pool# E81396 7.00%, 10/01/15		123		129
Pool# E81394 7.50%, 10/01/15		1,240		1,290
Pool# E84097 6.50%, 12/01/15		394		411
Pool# E00938 7.00%, 01/01/16		1,768		1,858
Pool# E82132 7.00%, 01/01/16		331		347
Pool# E82815 6.00%, 03/01/16		670		703

26

Statement of Investments (Continued)

October 31, 2013

Nationwide Bond Index Fund (Continued)

U.S. Government Mortgage Backed Agencies (continued)
	Principal Amount		Market Value
Federal Home Loan Mortgage Corp. Gold Pool (continued)
Pool# E83231 6.00%, 04/01/16	$	380	$	397
Pool# E83233 6.00%, 04/01/16		761		797
Pool# G11972 6.00%, 04/01/16		20,765		21,660
Pool# E00975 6.00%, 05/01/16		4,900		5,134
Pool# E83355 6.00%, 05/01/16		1,045		1,088
Pool# E83636 6.00%, 05/01/16		2,181		2,285
Pool# E83933 6.50%, 05/01/16		110		116
Pool# E00985 6.00%, 06/01/16		2,792		2,925
Pool# E00987 6.50%, 06/01/16		2,969		3,135
Pool# E84236 6.50%, 06/01/16		792		838
Pool# E00996 6.50%, 07/01/16		368		389
Pool# E84912 6.50%, 08/01/16		2,862		3,035
Pool# E85117 6.50%, 08/01/16		1,177		1,244
Pool# E85387 6.00%, 09/01/16		1,319		1,354
Pool# E85800 6.50%, 10/01/16		1,047		1,110
Pool# E86183 6.00%, 11/01/16		459		483
Pool# E01083 7.00%, 11/01/16		1,117		1,192
Pool# G11207 7.00%, 11/01/16		1,867		1,971
Pool# E86746 5.50%, 12/01/16		5,926		6,213
Pool# E86533 6.00%, 12/01/16		1,271		1,340
Pool# E01095 6.00%, 01/01/17		1,504		1,590
Pool# E87584 6.00%, 01/01/17		1,057		1,118
Pool# E86995 6.50%, 01/01/17		2,674		2,840
Pool# E87291 6.50%, 01/01/17		6,124		6,495
Pool# E87446 6.50%, 01/01/17		941		1,000
Pool# E88076 6.00%, 02/01/17		1,737		1,842
Pool# E01127 6.50%, 02/01/17		2,414		2,577

U.S. Government Mortgage Backed Agencies (continued)
	Principal Amount		Market Value
Federal Home Loan Mortgage Corp. Gold Pool (continued)
Pool# E88055 6.50%, 02/01/17	$	10,966	$	11,723
Pool# E88106 6.50%, 02/01/17		4,315		4,625
Pool# E01137 6.00%, 03/01/17		2,274		2,408
Pool# E88134 6.00%, 03/01/17		374		398
Pool# E88474 6.00%, 03/01/17		1,887		1,993
Pool# E88768 6.00%, 03/01/17		2,388		2,505
Pool# E01138 6.50%, 03/01/17		1,538		1,642
Pool# E01139 6.00%, 04/01/17		10,780		11,441
Pool# E88729 6.00%, 04/01/17		2,112		2,250
Pool# E89149 6.00%, 04/01/17		1,997		2,114
Pool# E89151 6.00%, 04/01/17		2,031		2,158
Pool# E89217 6.00%, 04/01/17		2,219		2,357
Pool# E89222 6.00%, 04/01/17		9,309		9,806
Pool# E89347 6.00%, 04/01/17		808		858
Pool# E89496 6.00%, 04/01/17		1,200		1,276
Pool# E89203 6.50%, 04/01/17		1,556		1,665
Pool# E01140 6.00%, 05/01/17		9,167		9,730
Pool# E89530 6.00%, 05/01/17		5,697		6,032
Pool# E89746 6.00%, 05/01/17		15,099		16,026
Pool# E89788 6.00%, 05/01/17		1,820		1,937
Pool# E89909 6.00%, 05/01/17		1,758		1,874
Pool# G11409 6.00%, 05/01/17		13,326		14,092
Pool# E01156 6.50%, 05/01/17		4,121		4,418
Pool# E89924 6.50%, 05/01/17		8,633		9,303
Pool# B15071 6.00%, 06/01/17		25,662		27,170
Pool# E01157 6.00%, 06/01/17		7,067		7,519
Pool# E90194 6.00%, 06/01/17		1,564		1,662

27

Statement of Investments (Continued)

October 31, 2013

Nationwide Bond Index Fund (Continued)

U.S. Government Mortgage Backed Agencies (continued)
	Principal Amount		Market Value
Federal Home Loan Mortgage Corp. Gold Pool (continued)
Pool# E90227 6.00%, 06/01/17	$	1,337	$	1,422
Pool# E90313 6.00%, 06/01/17		692		736
Pool# E90591 5.50%, 07/01/17		5,084		5,346
Pool# E90594 6.00%, 07/01/17		6,446		6,866
Pool# E90645 6.00%, 07/01/17		7,311		7,787
Pool# E90667 6.00%, 07/01/17		1,834		1,949
Pool# E01186 5.50%, 08/01/17		19,895		20,958
Pool# E01205 6.50%, 08/01/17		2,933		3,148
Pool# G11295 5.50%, 09/01/17		12,270		12,901
Pool# G11458 6.00%, 09/01/17		1,584		1,669
Pool# G11434 6.50%, 01/01/18		4,175		4,463
Pool# E01311 5.50%, 02/01/18		248,059		262,688
Pool# G11399 5.50%, 04/01/18		14,751		15,524
Pool# B10210 5.50%, 10/01/18		48,049		51,008
Pool# B10653 5.50%, 11/01/18		35,537		37,748
Pool# B11548 5.50%, 12/01/18		30,295		32,270
Pool# G11531 5.50%, 02/01/19		11,938		12,707
Pool# B12908 5.50%, 03/01/19		6,143		6,557
Pool# E01604 5.50%, 03/01/19		25,032		26,662
Pool# B13430 5.50%, 04/01/19		23,580		24,993
Pool# B13600 5.50%, 04/01/19		22,065		23,486
Pool# B15396 5.50%, 06/01/19		20,921		22,334
Pool# G18007 6.00%, 07/01/19		12,656		13,787
Pool# G18006 5.50%, 08/01/19		17,948		19,160
Pool# B16087 6.00%, 08/01/19		37,196		40,649
Pool# G18022 5.50%, 11/01/19		44,260		47,312

U.S. Government Mortgage Backed Agencies (continued)
	Principal Amount		Market Value
Federal Home Loan Mortgage Corp. Gold Pool (continued)
Pool# B14288 5.50%, 12/01/19	$	11,182	$	11,973
Pool# B18437 5.50%, 05/01/20		16,319		17,513
Pool# G18062 6.00%, 06/01/20		22,329		24,535
Pool# J02325 5.50%, 07/01/20		26,577		28,551
Pool# J00935 5.00%, 12/01/20		13,201		14,114
Pool# J00854 5.00%, 01/01/21		126,941		135,380
Pool# J00871 5.00%, 01/01/21		46,557		49,774
Pool# G18096 5.50%, 01/01/21		11,719		12,593
Pool# J00855 5.50%, 01/01/21		27,363		29,412
Pool# J01279 5.50%, 02/01/21		10,484		11,266
Pool# J01570 5.50%, 04/01/21		10,979		11,792
Pool# J01633 5.50%, 04/01/21		49,893		53,636
Pool# J01757 5.00%, 05/01/21		50,846		54,362
Pool# J01771 5.00%, 05/01/21		9,434		10,053
Pool# J01879 5.00%, 05/01/21		7,438		7,936
Pool# J06015 5.00%, 05/01/21		46,842		50,051
Pool# J05950 5.50%, 05/01/21		139,248		149,800
Pool# G18122 5.00%, 06/01/21		25,017		26,746
Pool# G18123 5.50%, 06/01/21		30,213		32,509
Pool# J01980 6.00%, 06/01/21		11,722		12,959
Pool# J03074 5.00%, 07/01/21		19,598		20,954
Pool# J03028 5.50%, 07/01/21		13,495		14,521
Pool# G12245 6.00%, 07/01/21		18,248		20,140
Pool# G12310 5.50%, 08/01/21		9,357		10,068
Pool# G12348 6.00%, 08/01/21		26,315		29,062
Pool# G12412 5.50%, 11/01/21		12,247		13,171

28

Statement of Investments (Continued)

October 31, 2013

Nationwide Bond Index Fund (Continued)

U.S. Government Mortgage Backed Agencies (continued)
	Principal Amount		Market Value
Federal Home Loan Mortgage Corp. Gold Pool (continued)
Pool# J09912 4.00%, 06/01/24	$	2,563,182	$	2,708,362
Pool# C00351 8.00%, 07/01/24		660		781
Pool# D60780 8.00%, 06/01/25		2,086		2,493
Pool# G30267 5.00%, 08/01/25		482,088		523,932
Pool# J13883 3.50%, 12/01/25		1,268,418		1,339,618
Pool# J18127 3.00%, 03/01/27		500,239		518,940
Pool# J18702 3.00%, 03/01/27		564,111		585,199
Pool# J19106 3.00%, 05/01/27		201,976		209,526
Pool# J20471 3.00%, 09/01/27		915,107		949,316
Pool# D82854 7.00%, 10/01/27		1,853		2,142
Pool# G14609 3.00%, 11/01/27		1,188,121		1,232,537
Pool# C00566 7.50%, 12/01/27		2,372		2,806
Pool# C00678 7.00%, 11/01/28		2,880		3,336
Pool# C18271 7.00%, 11/01/28		2,398		2,787
Pool# C00836 7.00%, 07/01/29		1,361		1,582
Pool# C31282 7.00%, 09/01/29		244		283
Pool# C31285 7.00%, 09/01/29		2,865		3,331
Pool# A18212 7.00%, 11/01/29		36,206		42,067
Pool# C32914 8.00%, 11/01/29		2,555		3,114
Pool# C37436 8.00%, 01/01/30		2,870		3,485
Pool# C36306 7.00%, 02/01/30		588		686
Pool# C36429 7.00%, 02/01/30		581		679
Pool# C00921 7.50%, 02/01/30		2,430		2,884
Pool# G01108 7.00%, 04/01/30		1,091		1,270
Pool# C37703 7.50%, 04/01/30		1,629		1,937
Pool# C41561 8.00%, 08/01/30		1,728		2,116

U.S. Government Mortgage Backed Agencies (continued)
	Principal Amount		Market Value
Federal Home Loan Mortgage Corp. Gold Pool (continued)
Pool# C01051 8.00%, 09/01/30	$	4,704	$	5,729
Pool# C43550 7.00%, 10/01/30		3,667		4,286
Pool# C44017 7.50%, 10/01/30		409		488
Pool# C43967 8.00%, 10/01/30		30,463		36,963
Pool# C44957 8.00%, 11/01/30		3,604		4,390
Pool# C01106 7.00%, 12/01/30		18,334		21,394
Pool# C01103 7.50%, 12/01/30		1,804		2,145
Pool# C01116 7.50%, 01/01/31		1,920		2,288
Pool# C46932 7.50%, 01/01/31		1,334		1,585
Pool# C47287 7.50%, 02/01/31		3,225		3,834
Pool# C48851 7.00%, 03/01/31		1,939		2,268
Pool# G01217 7.00%, 03/01/31		17,999		21,021
Pool# C48206 7.50%, 03/01/31		1,555		1,858
Pool# C91366 4.50%, 04/01/31		357,559		385,549
Pool# C91377 4.50%, 06/01/31		199,415		215,026
Pool# C53324 7.00%, 06/01/31		1,948		2,265
Pool# C01209 8.00%, 06/01/31		1,006		1,231
Pool# C54792 7.00%, 07/01/31		15,660		18,280
Pool# C55071 7.50%, 07/01/31		551		658
Pool# G01309 7.00%, 08/01/31		3,209		3,746
Pool# C01222 7.00%, 09/01/31		2,649		3,095
Pool# G01311 7.00%, 09/01/31		21,535		25,130
Pool# G01315 7.00%, 09/01/31		806		941
Pool# C58647 7.00%, 10/01/31		910		1,063
Pool# C58694 7.00%, 10/01/31		7,138		8,356
Pool# C60012 7.00%, 11/01/31		1,516		1,767
Pool# C61298 8.00%, 11/01/31		2,316		2,838

29

Statement of Investments (Continued)

October 31, 2013

Nationwide Bond Index Fund (Continued)

U.S. Government Mortgage Backed Agencies (continued)
	Principal Amount		Market Value
Federal Home Loan Mortgage Corp. Gold Pool (continued)
Pool# C61105 7.00%, 12/01/31	$	4,971	$	5,814
Pool# C01305 7.50%, 12/01/31		2,684		3,204
Pool# C62218 7.00%, 01/01/32		2,391		2,788
Pool# C63171 7.00%, 01/01/32		8,827		10,338
Pool# C64121 7.50%, 02/01/32		3,548		4,244
Pool# C01345 7.00%, 04/01/32		12,638		14,774
Pool# C66744 7.00%, 04/01/32		875		980
Pool# G01391 7.00%, 04/01/32		37,382		43,649
Pool# C65717 7.50%, 04/01/32		3,635		4,335
Pool# C01370 8.00%, 04/01/32		3,535		4,332
Pool# C66916 7.00%, 05/01/32		15,256		17,881
Pool# C67235 7.00%, 05/01/32		16,380		19,133
Pool# C01381 8.00%, 05/01/32		15,984		19,597
Pool# C68290 7.00%, 06/01/32		3,924		4,599
Pool# C68300 7.00%, 06/01/32		19,438		22,711
Pool# G01449 7.00%, 07/01/32		24,851		29,001
Pool# C68988 7.50%, 07/01/32		2,768		3,268
Pool# C69908 7.00%, 08/01/32		22,173		25,956
Pool# C70211 7.00%, 08/01/32		10,799		12,660
Pool# C91558 3.50%, 09/01/32		320,753		333,358
Pool# C71089 7.50%, 09/01/32		4,123		4,916
Pool# G01536 7.00%, 03/01/33		24,013		28,128
Pool# G30642 3.00%, 05/01/33		169,183		171,271
Pool# G30646 3.00%, 05/01/33		376,356		380,649
Pool# K90535 3.00%, 05/01/33		79,278		80,182
Pool# A16419 6.50%, 11/01/33		13,504		15,286

U.S. Government Mortgage Backed Agencies (continued)
	Principal Amount		Market Value
Federal Home Loan Mortgage Corp. Gold Pool (continued)
Pool# A16522 6.50%, 12/01/33	$	88,599	$	100,305
Pool# C01806 7.00%, 01/01/34		10,404		12,122
Pool# A21356 6.50%, 04/01/34		56,136		63,577
Pool# C01851 6.50%, 04/01/34		53,825		60,947
Pool# A22067 6.50%, 05/01/34		81,268		92,015
Pool# A24301 6.50%, 05/01/34		83,381		94,473
Pool# A24988 6.50%, 07/01/34		27,915		31,593
Pool# G01741 6.50%, 10/01/34		28,324		32,036
Pool# G08023 6.50%, 11/01/34		55,929		63,361
Pool# A33137 6.50%, 01/01/35		16,541		18,753
Pool# A31989 6.50%, 04/01/35		15,192		17,223
Pool# G08064 6.50%, 04/01/35		41,621		47,149
Pool# G01947 7.00%, 05/01/35		30,793		36,064
Pool# A37135 5.50%, 09/01/35		520,061		564,632
Pool# A38255 5.50%, 10/01/35		365,975		397,340
Pool# A38531 5.50%, 10/01/35		643,081		698,195
Pool# G08088 6.50%, 10/01/35		229,276		258,123
Pool# A39759 5.50%, 11/01/35		35,090		38,053
Pool# A40376 5.50%, 12/01/35		34,627		37,551
Pool# A42305 5.50%, 01/01/36		73,451		79,654
Pool# A41548 7.00%, 01/01/36		44,023		50,588
Pool# G08111 5.50%, 02/01/36		601,550		652,353
Pool# A48303 7.00%, 02/01/36		9,067		10,423
Pool# A43452 5.50%, 03/01/36		34,084		36,963
Pool# A43861 5.50%, 03/01/36		229,852		249,264
Pool# A43884 5.50%, 03/01/36		522,248		566,516

30

Statement of Investments (Continued)

October 31, 2013

Nationwide Bond Index Fund (Continued)

U.S. Government Mortgage Backed Agencies (continued)
	Principal Amount		Market Value
Federal Home Loan Mortgage Corp. Gold Pool (continued)
Pool# A43885 5.50%, 03/01/36	$	502,701	$	545,312
Pool# A43886 5.50%, 03/01/36		745,654		808,860
Pool# A48378 5.50%, 03/01/36		459,954		498,942
Pool# G08116 5.50%, 03/01/36		113,230		122,793
Pool# A43534 6.50%, 03/01/36		28,486		31,845
Pool# A48735 5.50%, 05/01/36		49,827		53,942
Pool# G08136 6.50%, 06/01/36		35,747		40,007
Pool# A53039 6.50%, 10/01/36		133,165		148,296
Pool# A53219 6.50%, 10/01/36		36,327		40,408
Pool# A57803 6.50%, 02/01/37		110,529		122,895
Pool# A66192 6.50%, 09/01/37		135,916		150,849
Pool# G04251 6.50%, 04/01/38		25,639		28,457
Pool# G04473 5.50%, 06/01/38		1,524,957		1,650,885
Pool# A79540 6.50%, 07/01/38		22,807		25,322
Pool# G04569 6.50%, 08/01/38		22,887		25,400
Pool# A81341 6.00%, 09/01/38		2,028,483		2,216,902
Pool# A82297 6.50%, 10/01/38		75,380		83,698
Pool# A83464 6.50%, 11/01/38		40,510		44,989
Pool# A84168 6.50%, 01/01/39		10,587		11,759
Pool# A84252 6.50%, 01/01/39		55,191		61,278
Pool# A84287 6.50%, 01/01/39		44,240		49,112
Pool# A84584 6.50%, 02/01/39		14,370		15,952
Pool# A85442 5.00%, 03/01/39		2,024,757		2,182,150
Pool# G05459 5.50%, 05/01/39		2,210,963		2,393,540
Pool# G05535 4.50%, 07/01/39		2,889,379		3,087,008
Pool# A88133 4.50%, 08/01/39		2,046,710		2,187,342

U.S. Government Mortgage Backed Agencies (continued)
	Principal Amount		Market Value
Federal Home Loan Mortgage Corp. Gold Pool (continued)
Pool# A87958 6.00%, 08/01/39	$	1,782,633	$	1,948,316
Pool# A91165 5.00%, 02/01/40		5,419,057		5,864,012
Pool# A91538 4.50%, 03/01/40		1,252,824		1,338,711
Pool# G05894 4.50%, 04/01/40		1,963,512		2,098,427
Pool# A93996 4.50%, 09/01/40		1,322,186		1,412,622
Pool# A96049 4.00%, 01/01/41		2,517,658		2,644,328
Pool# G06818 4.00%, 11/01/41		190,092		199,656
Pool# G07158 3.50%, 10/01/42		619,403		634,017
Pool# G07163 3.50%, 10/01/42		268,273		274,686
Pool# Q11532 3.50%, 10/01/42		200,856		205,595
Pool# Q12051 3.50%, 10/01/42		370,081		378,813
Pool# C09020 3.50%, 11/01/42		1,236,364		1,265,535
Pool# G07264 3.50%, 12/01/42		627,544		642,351
Pool# Q14292 3.50%, 01/01/43		110,199		112,833
Pool# Q14881 3.50%, 01/01/43		128,033		131,054
Pool# Q15774 3.00%, 02/01/43		1,865,272		1,834,743
Pool# Q15884 3.00%, 02/01/43		1,104,004		1,085,935
Pool# V80002 2.50%, 04/01/43		489,142		457,635
Pool# G08528 3.00%, 04/01/43		5,205,484		5,120,285
Pool# Q16915 3.00%, 04/01/43		971,556		956,261
Pool# Q18523 3.50%, 05/01/43		2,050,918		2,099,307
Pool# Q18751 3.50%, 06/01/43		2,458,272		2,516,272
Pool# G07410 3.50%, 07/01/43		203,220		208,269
Federal Home Loan Mortgage Corp. Gold Pool TBA
2.50%, 11/15/28		7,000,000		7,070,000
3.50%, 11/15/28		1,000,000		1,052,344
4.50%, 11/15/28		1,800,000		1,901,813
3.00%, 11/15/43		1,800,000		1,768,781
3.50%, 11/15/43		1,600,000		1,636,250
4.00%, 11/15/43		3,500,000		3,673,359

31

Statement of Investments (Continued)

October 31, 2013

Nationwide Bond Index Fund (Continued)

U.S. Government Mortgage Backed Agencies (continued)
	Principal Amount		Market Value
Federal Home Loan Mortgage Corp. Non Gold Pool
Pool# 1B8478 3.34%, 07/01/41 (a)	$	444,500	$	470,345
Pool# 2B0108 2.61%, 01/01/42 (a)		46,698		48,533
Federal National Mortgage Association Pool
Pool# 969977 5.00%, 05/01/23		979,555		1,043,243
Pool# 990972 6.00%, 09/01/23		47,693		52,774
Pool# 995517 5.50%, 01/01/24		537,302		579,677
Pool# AA2549 4.00%, 04/01/24		968,831		1,028,134
Pool# 935348 5.50%, 06/01/24		68,313		73,883
Pool# AC1374 4.00%, 08/01/24		351,042		375,108
Pool# AC1529 4.50%, 09/01/24		140,126		148,599
Pool# AD0244 4.50%, 10/01/24		108,741		115,316
Pool# AD4089 4.50%, 05/01/25		1,223,982		1,297,995
Pool# 890216 4.50%, 07/01/25		204,338		216,694
Pool# AB1609 4.00%, 10/01/25		556,971		591,064
Pool# AH1361 3.50%, 12/01/25		488,829		516,765
Pool# AH1518 3.50%, 12/01/25		327,888		346,319
Pool# AE6384 4.00%, 01/01/26		55,009		58,376
Pool# AL0298 4.00%, 05/01/26		770,100		823,375
Pool# AB4277 3.00%, 01/01/27		2,003,642		2,082,379
Pool# AP4746 3.00%, 08/01/27		333,960		347,188
Pool# AP4640 3.00%, 09/01/27		178,707		185,757
Pool# AP7855 3.00%, 09/01/27		1,778,949		1,849,689
Pool# AB6886 3.00%, 11/01/27		173,632		180,605
Pool# AB6887 3.00%, 11/01/27		359,337		373,570
Pool# AQ3758 3.00%, 11/01/27		229,618		238,713
Pool# AQ4532 3.00%, 11/01/27		246,932		256,751
Pool# AQ5096 3.00%, 11/01/27		455,186		473,216

U.S. Government Mortgage Backed Agencies (continued)
	Principal Amount		Market Value
Federal National Mortgage Association Pool (continued)
Pool# AQ7406 3.00%, 11/01/27	$	170,944	$	177,741
Pool# AQ2884 3.00%, 12/01/27		176,513		183,505
Pool# AS0487 2.50%, 09/01/28		602,857		610,063
Pool# 930998 4.50%, 04/01/29		174,838		188,197
Pool# MA0243 5.00%, 11/01/29		75,765		82,483
Pool# MA0268 5.00%, 12/01/29		55,299		60,203
Pool# AB1038 5.00%, 05/01/30		79,128		86,145
Pool# AD5655 5.00%, 05/01/30		144,415		157,221
Pool# MA0443 5.00%, 05/01/30		95,431		103,893
Pool# MA0559 5.00%, 09/01/30		32,063		34,916
Pool# AH1515 4.00%, 12/01/30		934,396		990,752
Pool# AD0716 6.50%, 12/01/30		2,977,695		3,336,712
Pool# MA0641 4.00%, 02/01/31		1,085,463		1,150,930
Pool# 560868 7.50%, 02/01/31		596		705
Pool# 607212 7.50%, 10/01/31		22,084		25,873
Pool# 607632 6.50%, 11/01/31		109		123
Pool# MA1029 3.50%, 04/01/32		768,282		798,233
Pool# MA1107 3.50%, 07/01/32		206,243		214,283
Pool# MA1166 3.50%, 09/01/32		1,219,014		1,266,918
Pool# 661664 7.50%, 09/01/32		13,621		16,015
Pool# 656559 6.50%, 02/01/33		72,733		81,827
Pool# 694846 6.50%, 04/01/33		16,070		18,072
Pool# AB9300 3.00%, 05/01/33		158,582		160,540
Pool# AB9402 3.00%, 05/01/33		429,484		434,786
Pool# AB9403 3.00%, 05/01/33		160,442		162,172
Pool# 254767 5.50%, 06/01/33		1,858,471		2,035,960

32

Statement of Investments (Continued)

October 31, 2013

Nationwide Bond Index Fund (Continued)

U.S. Government Mortgage Backed Agencies (continued)
	Principal Amount		Market Value
Federal National Mortgage Association Pool (continued)
Pool# MA1527 3.00%, 08/01/33	$	889,280	$	899,423
Pool# 750229 6.50%, 10/01/33		44,484		49,903
Pool# 725228 6.00%, 03/01/34		1,938,920		2,141,707
Pool# 725424 5.50%, 04/01/34		2,179,713		2,388,423
Pool# 788027 6.50%, 09/01/34		60,549		68,220
Pool# 735141 5.50%, 01/01/35		1,149,103		1,257,639
Pool# 735227 5.50%, 02/01/35		1,306,077		1,429,440
Pool# 256023 6.00%, 12/01/35		1,001,326		1,099,136
Pool# AL4260 5.50%, 09/01/36		147,000		161,327
Pool# 310104 5.50%, 08/01/37		1,220,423		1,335,696
Pool# 955194 7.00%, 11/01/37		691,598		786,455
Pool# AA9611 4.00%, 07/01/39		2,004,156		2,113,132
Pool# AA9809 4.50%, 07/01/39		4,061,347		4,350,718
Pool# 994002 4.00%, 08/01/39		3,007,038		3,179,002
Pool# AC9895 3.27%, 04/01/40 (a)		1,897,928		1,995,066
Pool# AC9890 3.29%, 04/01/40 (a)		3,678,217		3,866,935
Pool# AB1388 4.50%, 08/01/40		1,432,871		1,534,292
Pool# AD8536 5.00%, 08/01/40		4,954,090		5,391,830
Pool# AB1735 3.50%, 11/01/40		37,144		38,157
Pool# 932888 3.50%, 01/01/41		250,827		258,097
Pool# 932891 3.50%, 01/01/41		40,620		41,766
Pool# AB2067 3.50%, 01/01/41		874,763		898,887
Pool# AB2068 3.50%, 01/01/41		509,872		523,774
Pool# AL0390 5.00%, 05/01/41		1,213,731		1,321,923
Pool# AJ1249 3.31%, 09/01/41 (a)		594,515		629,292
Pool# AI9920 4.00%, 09/01/41		35,300		37,231

U.S. Government Mortgage Backed Agencies (continued)
	Principal Amount		Market Value
Federal National Mortgage Association Pool (continued)
Pool# AI9851 4.50%, 09/01/41	$	153,428	$	164,863
Pool# AL0761 5.00%, 09/01/41		1,974,995		2,152,590
Pool# AJ5431 4.50%, 10/01/41		236,060		253,690
Pool# AJ4861 4.00%, 12/01/41		512,678		540,555
Pool# AL1437 2.75%, 01/01/42 (a)		226,192		235,833
Pool# AK0714 2.45%, 02/01/42 (a)		67,947		70,499
Pool# AK4520 4.00%, 03/01/42		770,131		812,368
Pool# AO0186 4.50%, 04/01/42		390,504		419,853
Pool# AB5185 3.50%, 05/01/42		824,338		846,685
Pool# AO3575 4.50%, 05/01/42		83,066		89,283
Pool# AO4647 3.50%, 06/01/42		1,325,042		1,360,963
Pool# AO8036 4.50%, 07/01/42		2,575,546		2,767,906
Pool# AO9697 4.50%, 07/01/42		138,480		148,326
Pool# AP1919 4.50%, 07/01/42		246,710		265,136
Pool# AP1961 2.49%, 08/01/42 (a)		390,128		402,525
Pool# AP2092 4.50%, 08/01/42		98,474		105,845
Pool# AP6579 3.50%, 09/01/42		1,475,503		1,515,502
Pool# AP6756 4.00%, 09/01/42		38,727		40,844
Pool# AP7489 4.00%, 09/01/42		1,046,834		1,104,083
Pool# AB6524 3.50%, 10/01/42		2,797,445		2,873,282
Pool# AB7074 3.00%, 11/01/42		1,904,396		1,881,484
Pool# AB6786 3.50%, 11/01/42		292,060		299,978
Pool# AL2677 3.50%, 11/01/42		384,681		395,169
Pool# AL3000 3.50%, 12/01/42		466,229		478,868
Pool# AR4210 3.50%, 01/01/43		466,645		479,295
Pool# AR3806 3.50%, 02/01/43		96,458		99,073

33

Statement of Investments (Continued)

October 31, 2013

Nationwide Bond Index Fund (Continued)

U.S. Government Mortgage Backed Agencies (continued)
	Principal Amount		Market Value
Federal National Mortgage Association Pool (continued)
Pool# AR8213 3.50%, 04/01/43	$	509,648	$	523,544
Pool# AB9236 3.00%, 05/01/43		201,948		199,676
Pool# AB9237 3.00%, 05/01/43		884,654		874,563
Pool# AB9238 3.00%, 05/01/43		1,180,875		1,167,037
Pool# AT4137 3.00%, 05/01/43		551,634		544,997
Pool# AB9362 3.50%, 05/01/43		977,949		1,005,072
Pool# AT2731 3.50%, 05/01/43		1,187,153		1,219,336
Pool# AT4145 3.00%, 06/01/43		435,276		430,176
Pool# AB9814 3.00%, 07/01/43		1,181,325		1,167,481
Pool# AS0203 3.00%, 08/01/43		498,174		492,336
Federal National Mortgage Association Pool TBA
2.50%, 11/25/28		8,700,000		8,790,398
3.00%, 11/25/28		1,240,598		1,288,380
3.50%, 11/25/28		2,100,000		2,216,976
2.50%, 11/25/43		900,000		846,844
3.00%, 11/25/43		15,700,000		15,496,390
3.50%, 11/25/43		5,800,000		5,951,797
4.00%, 11/25/43		10,800,000		11,378,813
4.50%, 11/25/43		5,110,000		5,470,096
5.00%, 11/25/43		3,000,000		3,262,500
Government National Mortgage Association I Pool
Pool# 279461 9.00%, 11/15/19		453		528
Pool# 376510 7.00%, 05/15/24		2,237		2,586
Pool# 457801 7.00%, 08/15/28		4,210		4,977
Pool# 486936 6.50%, 02/15/29		2,145		2,462
Pool# 502969 6.00%, 03/15/29		6,755		7,593
Pool# 487053 7.00%, 03/15/29		3,190		3,770
Pool# 781014 6.00%, 04/15/29		6,303		7,087
Pool# 509099 7.00%, 06/15/29		2,967		3,525
Pool# 470643 7.00%, 07/15/29		11,710		13,902

U.S. Government Mortgage Backed Agencies (continued)
	Principal Amount		Market Value
Government National Mortgage Association I Pool (continued)
Pool# 434505 7.50%, 08/15/29	$	142	$	169
Pool# 416538 7.00%, 10/15/29		628		740
Pool# 524269 8.00%, 11/15/29		6,273		7,623
Pool# 781124 7.00%, 12/15/29		15,432		18,268
Pool# 507396 7.50%, 09/15/30		63,998		77,133
Pool# 531352 7.50%, 09/15/30		6,238		7,526
Pool# 536334 7.50%, 10/15/30		161		194
Pool# 540659 7.00%, 01/15/31		734		875
Pool# 486019 7.50%, 01/15/31		1,615		1,952
Pool# 535388 7.50%, 01/15/31		1,683		2,034
Pool# 537406 7.50%, 02/15/31		389		463
Pool# 528589 6.50%, 03/15/31		49,185		56,819
Pool# 508473 7.50%, 04/15/31		7,932		9,502
Pool# 544470 8.00%, 04/15/31		2,688		3,292
Pool# 781287 7.00%, 05/15/31		7,868		9,342
Pool# 549742 7.00%, 07/15/31		4,068		4,824
Pool# 781319 7.00%, 07/15/31		2,461		2,928
Pool# 485879 7.00%, 08/15/31		10,370		12,366
Pool# 572554 6.50%, 09/15/31		101,866		117,586
Pool# 555125 7.00%, 09/15/31		655		780
Pool# 781328 7.00%, 09/15/31		7,553		8,966
Pool# 550991 6.50%, 10/15/31		1,624		1,873
Pool# 571267 7.00%, 10/15/31		995		1,186
Pool# 574837 7.50%, 11/15/31		2,041		2,464
Pool# 555171 6.50%, 12/15/31		1,134		1,312
Pool# 781380 7.50%, 12/15/31		2,284		2,750

34

Statement of Investments (Continued)

October 31, 2013

Nationwide Bond Index Fund (Continued)

U.S. Government Mortgage Backed Agencies (continued)
	Principal Amount		Market Value
Government National Mortgage Association I Pool (continued)
Pool# 781481 7.50%, 01/15/32	$	11,128	$	13,380
Pool# 580972 6.50%, 02/15/32		1,479		1,710
Pool# 781401 7.50%, 02/15/32		6,095		7,349
Pool# 781916 6.50%, 03/15/32		130,868		150,210
Pool# 552474 7.00%, 03/15/32		6,510		7,768
Pool# 781478 7.50%, 03/15/32		4,166		5,013
Pool# 781429 8.00%, 03/15/32		6,996		8,569
Pool# 781431 7.00%, 04/15/32		27,685		32,958
Pool# 568715 7.00%, 05/15/32		35,526		42,460
Pool# 552616 7.00%, 06/15/32		35,741		42,629
Pool# 570022 7.00%, 07/15/32		34,961		41,620
Pool# 583645 8.00%, 07/15/32		4,904		6,045
Pool# 595077 6.00%, 10/15/32		12,378		13,887
Pool# 596657 7.00%, 10/15/32		4,078		4,836
Pool# 552903 6.50%, 11/15/32		174,906		202,177
Pool# 552952 6.00%, 12/15/32		14,731		16,520
Pool# 588192 6.00%, 02/15/33		9,130		10,216
Pool# 602102 6.00%, 02/15/33		13,222		14,812
Pool# 553144 5.50%, 04/15/33		63,319		69,691
Pool# 604243 6.00%, 04/15/33		30,244		33,856
Pool# 611526 6.00%, 05/15/33		18,629		20,872
Pool# 553320 6.00%, 06/15/33		47,182		52,796
Pool# 572733 6.00%, 07/15/33		7,525		8,430
Pool# 573916 6.00%, 11/15/33		29,452		33,012
Pool# 604788 6.50%, 11/15/33		133,025		152,942
Pool# 604875 6.00%, 12/15/33		65,188		72,822
Pool# 781688 6.00%, 12/15/33		72,839		81,567

U.S. Government Mortgage Backed Agencies (continued)
	Principal Amount		Market Value
Government National Mortgage Association I Pool (continued)
Pool# 781690 6.00%, 12/15/33	$	29,588	$	33,126
Pool# 781699 7.00%, 12/15/33		11,931		14,208
Pool# 621856 6.00%, 01/15/34		28,835		32,238
Pool# 564799 6.00%, 03/15/34		129,952		145,171
Pool# 630038 6.50%, 08/15/34		73,139		83,690
Pool# 781804 6.00%, 09/15/34		88,792		99,245
Pool# 781847 6.00%, 12/15/34		76,464		85,470
Pool# 486921 5.50%, 02/15/35		25,311		27,897
Pool# 781902 6.00%, 02/15/35		67,624		75,405
Pool# 649510 5.50%, 10/15/35		569,449		626,905
Pool# 649513 5.50%, 10/15/35		963,478		1,060,692
Pool# 652207 5.50%, 03/15/36		392,666		432,285
Pool# 652539 5.00%, 05/15/36		43,592		47,667
Pool# 655519 5.00%, 05/15/36		41,336		45,225
Pool# 606308 5.50%, 05/15/36		79,706		87,648
Pool# 606314 5.50%, 05/15/36		30,370		33,434
Pool# 655457 6.00%, 05/15/36		14,035		15,615
Pool# 656666 6.00%, 06/15/36		138,114		153,267
Pool# 657912 6.50%, 08/15/36		7,455		8,409
Pool# 704630 5.50%, 07/15/39		117,224		128,846
Pool# 722292 5.00%, 09/15/39		2,436,704		2,664,193
Pool# 733312 4.00%, 09/15/40		205,546		218,842
Pool# 742235 4.00%, 12/15/40		219,274		233,424
Pool# 755655 4.00%, 12/15/40		129,734		138,126
Pool# 755656 4.00%, 12/15/40		157,252		167,473
Pool# 756631 4.00%, 12/15/40		51,012		54,328
Pool# 757038 4.00%, 12/15/40		415,039		442,017

35

Statement of Investments (Continued)

October 31, 2013

Nationwide Bond Index Fund (Continued)

U.S. Government Mortgage Backed Agencies (continued)
	Principal Amount		Market Value
Government National Mortgage Association I Pool (continued)
Pool# 757039 4.00%, 12/15/40	$	645,695	$	687,463
Pool# 757043 4.00%, 12/15/40		108,338		115,380
Pool# 757044 4.00%, 12/15/40		173,343		184,556
Pool# 690662 4.00%, 01/15/41		135,087		143,826
Pool# 719486 4.00%, 01/15/41		100,241		106,725
Pool# 742244 4.00%, 01/15/41		539,541		574,442
Pool# 753826 4.00%, 01/15/41		149,404		159,045
Pool# 755958 4.00%, 01/15/41		527,340		561,452
Pool# 755959 4.00%, 01/15/41		363,652		387,289
Pool# 759075 4.00%, 01/15/41		407,279		433,752
Pool# 757555 4.00%, 02/15/41		59,315		63,170
Pool# 757557 4.00%, 02/15/41		98,591		104,969
Pool# 759207 4.00%, 02/15/41		779,004		829,639
Pool# AA6307 3.50%, 04/15/43		639,289		664,436
Pool# AB3946 3.50%, 04/15/43		249,420		259,231
Pool# AD6012 3.50%, 04/15/43		607,708		631,612
Pool# AD7471 3.50%, 04/15/43		615,554		639,767
Pool# AD7472 3.50%, 04/15/43		340,588		354,091
Pool# AD9472 3.50%, 04/15/43		340,505		354,006
Pool# AA6403 3.00%, 05/15/43		1,477,116		1,475,846
Government National Mortgage Association I Pool TBA     3.00%, 11/15/43		500,000		498,516
Government National Mortgage Association II Pool
Pool# G23851 5.50%, 05/20/36		636,435		700,625
Pool# G24245 6.00%, 09/20/38		1,385,079		1,524,403
Pool# G24559 5.00%, 10/20/39		1,057,238		1,159,576
Pool# G24715 5.00%, 06/20/40		968,786		1,062,561

U.S. Government Mortgage Backed Agencies (continued)
	Principal Amount		Market Value
Government National Mortgage Association II Pool (continued)
Pool# G24747 5.00%, 07/20/40	$	2,214,747	$	2,429,127
Pool# G24771 4.50%, 08/20/40		1,672,827		1,814,756
Pool# G24802 5.00%, 09/20/40		2,913,075		3,196,873
Pool# G24834 4.50%, 10/20/40		3,925,018		4,258,031
Pool# 737727 4.00%, 12/20/40		1,945,279		2,076,813
Pool# 737730 4.00%, 12/20/40		529,426		565,224
Pool# G24923 4.50%, 01/20/41		563,459		610,869
Pool# G24978 4.50%, 03/20/41		90,109		97,691
Pool# G25017 4.50%, 04/20/41		1,072,452		1,162,688
Pool# G25056 5.00%, 05/20/41		482,494		528,293
Pool# G25082 4.50%, 06/20/41		1,678,519		1,819,750
Pool# G25175 4.50%, 09/20/41		1,153,407		1,250,456
Pool# G2675523 3.50%, 03/20/42		882,518		917,888
Pool# G2MA0089 4.00%, 05/20/42		3,581,877		3,824,074
Pool# G2MA0392 3.50%, 09/20/42		3,245,498		3,375,571
Pool# G2MA0534 3.50%, 11/20/42		3,790,053		3,941,951
Pool# G2MA0852 3.50%, 03/20/43		2,143,965		2,229,891
Pool# G2MA0934 3.50%, 04/20/43		2,513,258		2,613,984
Pool# G2AF1001 3.50%, 06/20/43		494,896		514,731
Government National Mortgage Association II Pool TBA     3.00%, 11/15/43		8,900,000		8,884,703
Total U.S. Government Mortgage Backed Agencies (cost $293,218,933)				298,030,116
U.S. Government Sponsored & Agency Obligations 4.6%
Federal Farm Credit Bank 4.88%, 01/17/17		375,000		423,036
Federal Home Loan Banks 4.88%, 05/17/17		605,000		688,111
5.50%, 07/15/36		600,000		717,884

36

Statement of Investments (Continued)

October 31, 2013

Nationwide Bond Index Fund (Continued)

U.S. Government Sponsored & Agency Obligations (continued)
	Principal Amount		Market Value
Federal Home Loan Mortgage Corp. 0.50%, 04/17/15	$	2,000,000	$	2,007,341
1.00%, 09/29/17		1,200,000		1,194,724
3.75%, 03/27/19 (c)		1,475,000		1,628,965
1.38%, 05/01/20 (c)		1,500,000		1,434,546
2.38%, 01/13/22 (c)		1,000,000		980,009
6.75%, 09/15/29 (c)		388,000		526,570
6.75%, 03/15/31		750,000		1,024,318
6.25%, 07/15/32		365,000		478,421
Federal National Mortgage Association
0.75%, 12/19/14		12,000,000		12,070,776
4.38%, 10/15/15		1,182,000		1,273,641
0.65%, 03/28/16		5,800,000		5,791,540
0.38%, 07/05/16 (c)		5,000,000		4,973,301
5.38%, 06/12/17(c)		1,805,000		2,085,556
0.88%, 12/20/17		2,500,000		2,465,350
0.88%, 05/21/18 (c)		1,714,000		1,675,092
6.25%, 05/15/29		250,000		322,223
Financing Corp. (FICO) 9.80%, 11/30/17		12,000		16,129
Tennessee Valley Authority
6.25%, 12/15/17		35,000		42,079
4.50%, 04/01/18 (c)		1,865,000		2,103,176
4.88%, 01/15/48		300,000		301,145
Total U.S. Government Sponsored & Agency Obligations (cost $43,358,784)				44,223,933
U.S. Treasury Bonds 4.9%
U.S. Treasury Bonds
8.13%, 08/15/19		1,500,000		2,049,844
8.50%, 02/15/20		700,000		986,562
8.00%, 11/15/21 (c)		2,655,000		3,810,755
6.25%, 08/15/23 (c)		869,000		1,155,770
6.88%, 08/15/25		633,000		896,585
6.38%, 08/15/27 (c)		3,120,000		4,323,150
5.00%, 05/15/37		215,000		268,515
4.50%, 08/15/39		685,000		799,523
4.38%, 11/15/39 (c)		2,330,000		2,666,758
4.38%, 05/15/40 (c)		1,300,000		1,487,687
3.88%, 08/15/40		1,600,000		1,686,500
4.25%, 11/15/40		5,250,000		5,885,742
4.75%, 02/15/41		3,650,000		4,421,633
4.38%, 05/15/41		1,000,000		1,143,125
3.75%, 08/15/41		4,700,000		4,830,719
3.13%, 11/15/41		4,800,000		4,379,250
3.13%, 02/15/43		1,000,000		905,625
2.88%, 05/15/43		2,250,000		1,930,430
3.63%, 08/15/43		3,700,000		3,695,375
Total U.S. Treasury Bonds (cost $45,029,254)				47,323,548

U.S. Treasury Notes 30.1%
	Principal Amount		Market Value
U.S. Treasury Notes
2.13%, 11/30/14 (c)	$	8,520,000	$	8,699,719
0.25%, 12/15/14 (c)		13,500,000		13,514,766
4.00%, 02/15/15		1,400,000		1,468,250
2.38%, 02/28/15 (c)		11,990,000		12,332,840
0.38%, 04/15/15		1,000,000		1,002,344
0.13%, 04/30/15 (c)		6,000,000		5,991,563
0.25%, 05/15/15 (c)		2,500,000		2,500,781
4.13%, 05/15/15		1,533,000		1,624,261
0.25%, 05/31/15		5,000,000		5,001,563
1.75%, 07/31/15		5,250,000		5,385,351
0.25%, 08/15/15		8,000,000		7,997,500
1.38%, 11/30/15 (c)		6,000,000		6,129,375
2.00%, 01/31/16 (c)		12,000,000		12,438,750
0.38%, 02/15/16		5,000,000		4,999,219
2.13%, 02/29/16		16,000,000		16,647,501
0.25%, 04/15/16		6,000,000		5,974,687
2.63%, 04/30/16		3,055,000		3,221,116
1.75%, 05/31/16 (c)		6,500,000		6,714,297
1.50%, 07/31/16		5,500,000		5,647,812
0.63%, 08/15/16		1,000,000		1,002,813
4.88%, 08/15/16 (c)		1,833,000		2,054,392
0.88%, 09/15/16 (c)		3,000,000		3,028,125
3.00%, 09/30/16		1,325,000		1,417,750
0.63%, 10/15/16		3,500,000		3,506,015
0.88%, 12/31/16		4,000,000		4,026,250
4.63%, 02/15/17 (c)		3,060,000		3,447,760
0.88%, 02/28/17 (c)		3,000,000		3,014,062
3.00%, 02/28/17		1,845,000		1,981,645
4.50%, 05/15/17		3,595,000		4,057,295
2.75%, 05/31/17 (c)		4,335,000		4,629,645
0.75%, 06/30/17 (c)		11,500,000		11,456,875
2.50%, 06/30/17 (c)		3,450,000		3,653,226
0.50%, 07/31/17		5,500,000		5,420,937
1.88%, 09/30/17		1,800,000		1,863,000
0.75%, 10/31/17		3,000,000		2,972,344
1.88%, 10/31/17		1,800,000		1,862,719
4.25%, 11/15/17		6,415,000		7,242,936
0.88%, 01/31/18		5,500,000		5,452,734
2.75%, 02/28/18 (c)		2,000,000		2,140,312
2.88%, 03/31/18 (c)		2,000,000		2,150,000
0.63%, 04/30/18 (c)		3,000,000		2,930,625
1.00%, 05/31/18		2,500,000		2,479,688
1.38%, 06/30/18		1,200,000		1,208,813
1.38%, 09/30/18 (c)		10,500,000		10,541,015
1.25%, 10/31/18		2,500,000		2,492,188
1.38%, 12/31/18 (c)		4,000,000		4,002,500
1.38%, 02/28/19 (c)		4,000,000		3,990,000
1.50%, 03/31/19		2,000,000		2,004,375
1.13%, 05/31/19		4,000,000		3,915,000
1.00%, 08/31/19		2,000,000		1,931,875
3.38%, 11/15/19		2,370,000		2,611,074
1.38%, 01/31/20		1,500,000		1,467,422
3.63%, 02/15/20 (c)		5,410,000		6,037,222
1.25%, 02/29/20		3,000,000		2,906,250

37

Statement of Investments (Continued)

October 31, 2013

Nationwide Bond Index Fund (Continued)

U.S. Treasury Notes (continued)
	Principal Amount		Market Value
U.S. Treasury Notes (continued)
1.13%, 04/30/20 (c)	$	1,500,000	$	1,435,781
3.50%, 05/15/20 (c)		2,000,000		2,215,312
2.63%, 08/15/20 (c)		2,000,000		2,098,125
2.13%, 08/31/20		7,000,000		7,101,718
3.13%, 05/15/21		1,200,000		1,289,813
2.13%, 08/15/21		2,250,000		2,246,484
2.00%, 11/15/21 (c)		3,500,000		3,445,312
1.75%, 05/15/22		3,000,000		2,864,531
1.63%, 08/15/22		2,200,000		2,066,969
1.63%, 11/15/22		3,000,000		2,801,250
2.00%, 02/15/23		3,000,000		2,880,938
1.75%, 05/15/23		2,000,000		1,868,125
2.50%, 08/15/23		5,000,000		4,981,250
Total U.S. Treasury Notes (cost $285,486,804)				289,486,185
Yankee Dollars 0.5%
Chemicals 0.0%†
Agrium, Inc.
3.15%, 10/01/22		50,000		47,297
6.13%, 01/15/41		100,000		110,169
Potash Corp. of Saskatchewan, Inc., 5.88%, 12/01/36		125,000		136,678
				294,144
Commercial Banks 0.0%†
Westpac Banking Corp., 4.63%, 06/01/18		103,000		111,969
Electric Utilities 0.0%†
Hydro Quebec
8.40%, 01/15/22		153,000		205,824
8.88%, 03/01/26		109,000		162,010
				367,834
Energy Equipment & Services 0.0%†
Weatherford International Ltd., 5.50%, 02/15/16		51,000		55,267
Gas Utilities 0.1%
Enbridge, Inc., 5.60%, 04/01/17		250,000		279,634
TransCanada PipeLines Ltd., 5.85%, 03/15/36		300,000		335,975
				615,609
Metals & Mining 0.0%†
BHP Billiton Finance USA Ltd., 6.42%, 03/01/26		55,000		66,451
Teck Resources Ltd., 3.85%, 08/15/17		100,000		104,789
Xstrata Canada Corp., 6.20%, 06/15/35		123,000		121,647
				292,887

Yankee Dollars (continued)
	Principal Amount		Market Value
Oil, Gas & Consumable Fuels 0.3%
ConocoPhillips Canada Funding Co. I, 5.63%, 10/15/16	$	260,000	$	294,753
Encana Corp., 6.50%, 08/15/34		250,000		276,866
Nexen, Inc.
5.88%, 03/10/35		92,000		99,617
6.40%, 05/15/37		250,000		287,974
Petro-Canada, 5.95%, 05/15/35		189,000		209,679
Statoil ASA, 6.80%, 01/15/28		225,000		287,243
Suncor Energy, Inc., 6.10%, 06/01/18		605,000		711,045
Talisman Energy, Inc.
7.25%, 10/15/27		92,000		103,284
5.75%, 05/15/35		250,000		237,684
				2,508,145
Road & Rail 0.1%
Canadian National Railway Co.
6.90%, 07/15/28		168,000		222,319
6.20%, 06/01/36		164,000		203,091
				425,410
Water Utilities 0.0%†
United Utilities PLC, 5.38%, 02/01/19		100,000		108,189
Total Yankee Dollars (cost $4,254,437)				4,779,454
Mutual Fund 7.5%
	Shares		Market Value
Money Market Fund 7.5%
Fidelity Institutional Money Market Fund – Institutional Class, 0.08% (f)		72,072,388		72,072,388
Total Mutual Fund (cost $72,072,388)				72,072,388
Repurchase Agreements 1.3%
	Principal Amount		Market Value
Goldman Sachs & Co., 0.10%, dated 10/31/13, due 11/01/13, repurchase price $7,227,537, collateralized by U.S. Government Agency Securities ranging from 2.50%-7.50%, maturing 06/15/23-10/20/43; total market value $7,372,067. (g)	$	7,227,517		7,227,517

38

Statement of Investments (Continued)

October 31, 2013

Nationwide Bond Index Fund (Continued)

Repurchase Agreements (continued)
	Principal Amount			Market Value
Goldman Sachs & Co., 0.05%, dated 10/30/13, due 11/06/13, repurchase price $5,000,042, collateralized by U.S. Treasury Securities ranging from 0.25%-8.13%, maturing 01/31/15-02/15/26; total market value $5,100,002. (g)	$	5,000,000		$	5,000,000
Total Repurchase Agreements (cost $12,227,517)					12,227,517
TBA Sale Commitments (1.4)%
U.S. Government Mortgage Backed Agencies
Federal Home Loan Mortgage Corp. Gold Pool TBA
5.00%, 11/15/43		(2,000,000	)		(2,156,250	)
5.50%, 11/15/43		(5,000,000	)		(5,421,094	)
6.00%, 11/15/43		(3,500,000	)		(3,815,547	)
Federal National Mortgage Association Pool TBA
5.50%, 11/25/43		(151,346	)		(165,180	)
Government National Mortgage Association I Pool TBA
4.00%, 11/15/43		(800,000	)		(850,625	)
Government National Mortgage Association II Pool TBA
4.00%, 11/15/43		(1,000,000	)		(1,066,406	)
Total TBA Sale Commitments (cost $(13,429,769))					(13,475,102	)
Total Investments (cost $1,012,918,417) (h) — 108.0%					1,037,874,723
Liabilities in excess of other assets — (8.0)%					(77,289,461	)
NET ASSETS — 100.0%				$	960,585,262

(a) Variable Rate Security. The rate reflected in the Statement of Investments is the rate in effect on October 31, 2013. The maturity date represents the actual maturity date.

(b) Rule 144A, Section 4(2), or other security which is restricted as to sale to institutional investors. These securities were deemed liquid pursuant to procedures approved by the Board of Trustees. The aggregate value of these securities at October 31, 2013 was $1,540,696 which represents 0.16% of net assets.

(c) The security or a portion of this security is on loan at October 31, 2013. The total value of securities on loan at October 31, 2013 was $168,765,281, which was collateralized by repurchase agreements with a value of $12,227,517 and $160,286,534 of collateral in the form of U.S. Government Agency Securities and U.S. Treasury Securities, interest rates ranging from 0.00% - 23.01%, and maturity dates ranging from 11/01/13 - 11/20/62, a total value of $172,514,051.

(d) Step Bond. Coupon rate is set for an initial period and then increases to a higher coupon rate at a specific date. The rate shown is the rate at October 31, 2013.

(e) Investment in affiliate.

(f) Represents 7-day effective yield as of October 31, 2013.

(g) The security was purchased with cash collateral held from securities on loan. The total value of securities purchased with cash collateral as of October 31, 2013 was $12,227,517.

(h) See notes to financial statements for tax unrealized appreciation/(depreciation) of securities.

† Amount rounds to less than 0.1%.

AB Stock Company

AG Stock Corporation

ASA Stock Corporation

BA Limited

BV Private Limited Liability Company

COP Certificate of Participation

GO General Obligation

LLC Limited Liability Company

LP Limited Partnership

Ltd. Limited

NA National Association

NV Public Traded Company

PLC Public Limited Company

RB Revenue Bond

REIT Real Estate Investment Trust

SA Stock Company

SAB  de  CV Public Traded Company

SAU Single Shareholder Corporation

SpA Limited Share Company

TBA To Be Announced

The accompanying notes are an integral part of these financial statements.

39

Statement of Assets and Liabilities

October 31, 2013

	Nationwide Bond Index Fund
Assets:
Investments in affiliates, at value (cost $43,877)	$	73,969
Investments in non-affiliates, at value *(cost $1,014,076,792)		1,039,048,339
Repurchase agreements, at value and cost		12,227,517
Total Investments		1,051,349,825
Interest and dividends receivable		5,674,573
Security lending income receivable		10,650
Receivable for investments sold		33,487,678
Receivable for capital shares issued		21,281
Prepaid expenses		19,381
Total Assets		1,090,563,388
Liabilities:
Payable for investments purchased		103,018,412
Distributions payable		15,270
Payable for capital shares redeemed		910,940
TBA Sale Commitments (proceeds $13,429,769)		13,475,102
Payable upon return of securities loaned (Note 2)		12,227,517
Accrued expenses and other payables:
Investment advisory fees		157,582
Fund administration fees		28,445
Distribution fees		38,606
Administrative servicing fees		22,790
Accounting and transfer agent fees		23,992
Trustee fees		3,271
Custodian fees		5,238
Compliance program costs (Note 3)		1,003
Professional fees		39,453
Printing fees		8,854
Other		1,651
Total Liabilities		129,978,126
Net Assets	$	960,585,262
Represented by:
Capital	$	919,222,426
Accumulated distributions in excess of net investment income		(20,926	)
Accumulated net realized gains from affiliated and non-affiliated investments		16,427,456
Net unrealized appreciation/(depreciation) from investments in affiliates		30,092
Net unrealized appreciation/(depreciation) from investments in non-affiliates		24,971,547
Net unrealized appreciation/(depreciation) from TBA Sale Commitments		(45,333	)
Net Assets	$	960,585,262
Net Assets:
Class A Shares	$	178,667,547
Class B Shares		125,163
Class C Shares		568,238
Institutional Class Shares		781,224,314
Total	$	960,585,262

* Includes value of securities on loan of $168,765,281 (Note 2).

40

Statement of Assets and Liabilities (Continued)

October 31, 2013

	Nationwide Bond Index Fund
Shares Outstanding (unlimited number of shares authorized):
Class A Shares		15,756,785
Class B Shares		11,038
Class C Shares		50,080
Institutional Class Shares		68,998,257
Total		84,816,160
Net asset value and redemption price per share (Net assets by class divided by shares outstanding by class, respectively):
Class A Shares (a)	$	11.34
Class B Shares (b)	$	11.34
Class C Shares (c)	$	11.35
Institutional Class Shares	$	11.32
Maximum offering price per share (100%/(100%-maximum sales charge) of net asset value adjusted to the nearest cent):
Class A Shares	$	11.60
Maximum Sales Charge:
Class A Shares		2.25	%

(a) For Class A Shares, the redemption price per share is reduced by 0.75% on sales of shares of original purchases of $500,000 or more or that were not subject to a front-end sales charge made within 18 months of the purchase date.

(b) For Class B Shares, the redemption price per share varies by the length of time shares are held.

(c) For Class C Shares, the redemption price per share is reduced by 1.00% for shares held less than one year.

The accompanying notes are an integral part of these financial statements.

41

Statement of Operations

For the Year Ended October 31, 2013

	Nationwide Bond Index Fund
INVESTMENT INCOME:
Interest income from non-affiliates	$	30,933,227
Income from securities lending (Note 2)		177,192
Dividend income from non-affiliates		75,955
Interest income from affiliates		5,063
Total Income		31,191,437
EXPENSES:
Investment advisory fees		2,369,930
Fund administration fees		384,791
Distribution fees Class A		449,236
Distribution fees Class B		1,581
Distribution fees Class C		7,899
Administrative servicing fees Class A		240,306
Registration and filing fees		45,188
Professional fees		87,333
Printing fees		11,872
Trustee fees		45,363
Custodian fees		46,622
Accounting and transfer agent fees		150,395
Compliance program costs (Note 3)		4,946
Recoupment fees (Note 3)		185,028
Other		30,883
Total expenses before earnings credit		4,061,373
Earnings credit (Note 6)		(369	)
Net Expenses		4,061,004
NET INVESTMENT INCOME		27,130,433
REALIZED/UNREALIZED GAINS (LOSSES) FROM INVESTMENTS:
Net realized gains from investment transactions with non-affiliates		21,015,667
Net change in unrealized appreciation/(depreciation) from investments in affiliates		(4,414	)
Net change in unrealized appreciation/(depreciation) from investments in non-affiliates		(68,133,135	)
Net change in unrealized appreciation/(depreciation) from TBA Sale Commitments		(45,958	)
Net change in unrealized appreciation/(depreciation) from investments in affiliates, and non-affiliates, and TBA Sale Commitments		(68,183,507	)
Net realized/unrealized losses from investments in affiliates, and non-affiliates, and TBA Sale Commitments		(47,167,840	)
CHANGE IN NET ASSETS RESULTING FROM OPERATIONS	$	(20,037,407	)

The accompanying notes are an integral part of these financial statements.

42

Statements of Changes in Net Assets

	Nationwide Bond Index Fund
	Year Ended October 31, 2013			Year Ended October 31, 2012
Operations:
Net investment income	$	27,130,433		$	34,211,989
Net realized gains from investment transactions with non-affiliates		21,015,667			14,313,298
Net change in unrealized appreciation/(depreciation) from investments in affiliates, and non-affiliates, and TBA Sale Commitments		(68,183,507	)		18,052,516
Change in net assets resulting from operations		(20,037,407	)		66,577,803
Distributions to Shareholders From:
Net investment income:
Class A		(3,995,691	)		(4,986,979	)
Class B		(2,566	)		(4,680	)
Class C		(12,893	)		(5,678	)
Institutional Class		(26,984,488	)		(32,732,496	)
Net realized gains:
Class A		(1,533,337	)		(1,564,684	)
Class B		(1,673	)		(1,887	)
Class C		(11,570	)		(1,517	)
Institutional Class		(8,357,933	)		(8,198,134	)
Change in net assets from shareholder distributions		(40,900,151	)		(47,496,055	)
Change in net assets from capital transactions		(338,137,017	)		34,294,351
Change in net assets		(399,074,575	)		53,376,099
Net Assets:
Beginning of year		1,359,659,837			1,306,283,738
End of year	$	960,585,262		$	1,359,659,837
Accumulated distributions in excess of net investment income at end of year	$	(20,926	)	$	(18,517	)
CAPITAL TRANSACTIONS:
Class A Shares
Proceeds from shares issued	$	41,739,740		$	47,608,746
Dividends reinvested		5,246,148			6,245,380
Cost of shares redeemed		(46,411,891	)		(72,647,872	)
Total Class A Shares		573,997			(18,793,746	)
Class B Shares
Proceeds from shares issued		764			43,291
Dividends reinvested		2,182			3,161
Cost of shares redeemed		(110,141	)		(72,938	)
Total Class B Shares		(107,195	)		(26,486	)
Class C Shares
Proceeds from shares issued		1,170,784			493,300
Dividends reinvested		22,244			5,066
Cost of shares redeemed		(1,219,904	)		(64,936	)
Total Class C Shares		(26,876	)		433,430

43

Statements of Changes in Net Assets (Continued)

	Nationwide Bond Index Fund
	Year Ended October 31, 2013			Year Ended October 31, 2012
CAPITAL TRANSACTIONS: (continued)
Institutional Class Shares
Proceeds from shares issued	$	235,172,622		$	249,213,697
Dividends reinvested		35,342,034			40,930,018
Cost of shares redeemed		(609,091,599	)		(237,462,562	)
Total Institutional Class Shares		(338,576,943	)		52,681,153
Change in net assets from capital transactions	$	(338,137,017	)	$	34,294,351
SHARE TRANSACTIONS:
Class A Shares
Issued		3,621,876			4,046,514
Reinvested		452,967			529,625
Redeemed		(4,012,930	)		(6,165,584	)
Total Class A Shares		61,913			(1,589,445	)
Class B Shares
Issued		65			3,677
Reinvested		188			268
Redeemed		(9,443	)		(6,170	)
Total Class B Shares		(9,190	)		(2,225	)
Class C Shares
Issued		99,539			41,736
Reinvested		1,905			429
Redeemed		(104,799	)		(5,499	)
Total Class C Shares		(3,355	)		36,666
Institutional Class Shares
Issued		20,601,711			21,189,470
Reinvested		3,058,376			3,475,099
Redeemed		(53,164,515	)		(20,143,235	)
Total Institutional Class Shares		(29,504,428	)		4,521,334
Total change in shares		(29,455,060	)		2,966,330

The accompanying notes are an integral part of these financial statements.

44

Financial Highlights

Selected data for each share of capital outstanding throughout the periods indicated

Nationwide Bond Index Fund

			Operations								Distributions																Ratios/Supplemental Data
	Net Asset Value, Beginning of Period		Net Investment Income		Net  Realized and Unrealized Gains (Losses) from Investments			Total from Operations			Net Investment Income			Net Realized Gains			Total Distributions			Redemption Fees		Net Asset Value, End of Period		Total Return (a)			Net Assets at End of Period		Ratio of Expenses to Average Net Assets		Ratio of Net Investment Income to Average Net Assets		Ratio of Expenses (Prior to Reimbursements) to Average Net Assets (b)		Portfolio Turnover (c)
Class A Shares
Year Ended October 31, 2013 (d)	$	11.91		0.22		(0.43	)		(0.21	)		(0.26	)		(0.10	)		(0.36	)		–	$	11.34		(1.82%	)	$	178,667,547		0.66%		1.91%		0.66%		195.99%
Year Ended October 31, 2012 (d)	$	11.75		0.26		0.28			0.54			(0.29	)		(0.09	)		(0.38	)		–	$	11.91		4.64%		$	186,993,992		0.68%		2.19%		0.69%		159.60%
Year Ended October 31, 2011 (d)	$	11.59		0.31		0.18			0.49			(0.33	)		–			(0.33	)		–	$	11.75		4.36%		$	203,110,754		0.67%		2.69%		0.69%		117.95%
Year Ended October 31, 2010 (d)	$	11.20		0.32		0.47			0.79			(0.40	)		–			(0.40	)		–	$	11.59		7.19%		$	160,930,874		0.67%		2.86%		0.72%		177.67%
Year Ended October 31, 2009 (d)	$	10.33		0.42		0.87			1.29			(0.42	)		–			(0.42	)		–	$	11.20		12.63%		$	135,482,548		0.74%		3.87%		0.82%		338.41%	(e)
Class B Shares
Year Ended October 31, 2013 (d)	$	11.91		0.15		(0.43	)		(0.28	)		(0.19	)		(0.10	)		(0.29	)		–	$	11.34		(2.42%	)	$	125,163		1.28%		1.31%		1.28%		195.99%
Year Ended October 31, 2012 (d)	$	11.75		0.19		0.28			0.47			(0.22	)		(0.09	)		(0.31	)		–	$	11.91		4.01%		$	241,003		1.29%		1.59%		1.29%		159.60%
Year Ended October 31, 2011 (d)	$	11.60		0.24		0.17			0.41			(0.26	)		–			(0.26	)		–	$	11.75		3.63%		$	263,859		1.28%		2.10%		1.30%		117.95%
Year Ended October 31, 2010 (d)	$	11.20		0.25		0.47			0.72			(0.32	)		–			(0.32	)		–	$	11.60		6.57%		$	388,659		1.30%		2.25%		1.35%		177.67%
Year Ended October 31, 2009 (d)	$	10.32		0.36		0.86			1.22			(0.35	)		–			(0.35	)		0.01	$	11.20		12.06%		$	504,801		1.34%		3.27%		1.41%		338.41%	(e)
Class C Shares
Year Ended October 31, 2013 (d)	$	11.92		0.15		(0.43	)		(0.28	)		(0.19	)		(0.10	)		(0.29	)		–	$	11.35		(2.43%	)	$	568,238		1.28%		1.31%		1.28%		195.99%
Year Ended October 31, 2012 (d)	$	11.76		0.18		0.29			0.47			(0.22	)		(0.09	)		(0.31	)		–	$	11.92		4.01%		$	637,007		1.28%		1.55%		1.29%		159.60%
Year Ended October 31, 2011 (d)	$	11.60		0.24		0.18			0.42			(0.26	)		–			(0.26	)		–	$	11.76		3.72%		$	197,162		1.28%		2.10%		1.30%		117.95%
Year Ended October 31, 2010 (d)	$	11.20		0.25		0.47			0.72			(0.32	)		–			(0.32	)		–	$	11.60		6.57%		$	258,817		1.29%		2.24%		1.34%		177.67%
Year Ended October 31, 2009 (d)	$	10.33		0.36		0.86			1.22			(0.35	)		–			(0.35	)		–	$	11.20		11.97%		$	194,428		1.32%		3.29%		1.41%		338.41%	(e)
Institutional Class Shares
Year Ended October 31, 2013 (d)	$	11.90		0.26		(0.44	)		(0.18	)		(0.30	)		(0.10	)		(0.40	)		–	$	11.32		(1.53%	)	$	781,224,314		0.28%		2.29%		0.28%		195.99%
Year Ended October 31, 2012 (d)	$	11.73		0.30		0.30			0.60			(0.34	)		(0.09	)		(0.43	)		–	$	11.90		5.15%		$	1,171,787,835		0.29%		2.59%		0.29%		159.60%
Year Ended October 31, 2011 (d)	$	11.58		0.35		0.18			0.53			(0.38	)		–			(0.38	)		–	$	11.73		4.68%		$	1,102,711,963		0.28%		3.08%		0.30%		117.95%
Year Ended October 31, 2010 (d)	$	11.19		0.37		0.47			0.84			(0.45	)		–			(0.45	)		–	$	11.58		7.64%		$	1,028,444,159		0.30%		3.24%		0.35%		177.67%
Year Ended October 31, 2009 (d)	$	10.31		0.47		0.87			1.34			(0.46	)		–			(0.46	)		–	$	11.19		13.22%		$	923,856,645		0.32%		4.29%		0.41%		338.41%	(e)

Amounts designated as “–” are zero or have been rounded to zero.

(a) Excludes sales charge.

(b) During the period, certain fees may have been waived and/or reimbursed. If such waivers/reimbursements had not occurred, the ratios would have been as indicated.

(c) Portfolio turnover is calculated on the basis of the Fund as a whole without distinguishing among the classes of shares.

(d) Per share calculations were performed using average shares method.

(e) The amount shown includes the effect of mortgage dollar roll transactions while the prior year amounts did not include the effect of mortgage dollar roll transactions. In the prior years, had mortgage dollar roll transactions been included, the portfolio turnover would have increased.

The accompanying notes are an integral part of these financial statements.

45

Fund Commentary Nationwide International Index Fund

For the annual period ended October 31, 2013, the Nationwide International Index Fund (Institutional Class) returned 26.37% versus 26.88% for its benchmark, the MSCI EAFE® Index.* For broader comparison, the median return for the Fund’s closest Lipper peer category of International Large-Cap Core Funds (consisting of 172 funds as of October 31, 2013) was 25.30% for the same time period.

Risk markets globally began 2013 with a powerful relief rally after the United States averted the worst of its fiscal cliff situation with a last-minute tax deal struck on New Year’s Day. The rally stalled in February, however, as economic momentum slowed and investors weighed the global impact of the inevitable U.S. government spending cuts. Later in the first quarter, financial markets were rattled by a stalemate presidential election in Italy and a severe banking crisis in Cyprus, reminding investors that Europe was still quite vulnerable to political instability, and the region’s debt and banking problems were far from resolved.

International equities persevered through these flare-ups in the eurozone as investors’ risk appetite was largely supported by the continuation of accommodative monetary policy from the world’s largest central banks. As the year progressed, the markets became increasingly dominated by speculation around the future direction of monetary policy in response to signals from central banks, particularly the U.S. Federal Reserve. Equities broadly advanced as increased global liquidity kept interest rates low and investors turned to riskier asset classes in search of yield. Sluggish global growth, ironically, was conducive to positive equity market performance. Although disappointing economic reports caused financial market volatility to rise, the weak data also afforded investors some comfort that major central banks would continue to maintain their accommodative stance.

However, after peaking in late May, international markets recoiled in response to comments from the U.S. Federal Reserve, which had hinted that a change in its policy stance was on the horizon. Volatility picked up considerably and equities broadly declined during the remainder of the

period due to concerns about the potential impact tighter U.S. monetary policy would have on financial markets and global growth.

While rhetoric from the U.S. Federal Reserve about tapering (gradually reducing) its bond-buying stimulus program was the catalyst for the sell-off in equity markets, indicators that global growth was continuing to slow (with the exception of Japan) proved to be another source of investor anxiety. European countries already mired in recession saw economic conditions worsen. Slowing growth in emerging-market countries, particularly China and Brazil, dimmed the outlook for the entire global economy.

In June, MSCI announced its decision to reclassify the MSCI Greece Index from its list of Developed Markets to Emerging Markets. This reclassification is scheduled to take effect November 27, 2013; therefore, the performance of Greek stocks (+2.66%) continued to be reflected in the performance of the MSCI EAFE Index for the first half of 2013.

Subadviser:

BlackRock Investment Management, LLC

Portfolio Managers:

Christopher Bliss, Edward Corallo and Greg Savage

* The Fund is indexed to an MSCI index. The Fund is not sponsored, endorsed, or promoted by MSCI, and MSCI bears no liability with respect to any such funds or securities or any index on which such funds or securities are based.

The Fund seeks to match the performance of an index. Correlation between Fund performance and index performance may be affected by Fund expenses, index composition changes, and the timing of Fund share purchases and redemptions. The Fund is subject to the risks of investing in equity securities, as well as the risks of investing in foreign securities. High double-digit returns are unusual and cannot be sustained. Please refer to the summary prospectus for a more detailed explanation of the Fund’s principal risks.

A description of the benchmarks can be found on the Market Index Definitions page at the back of this book.

46

Fund Overview Nationwide International Index Fund

Objective

The Fund seeks to match the performance of the MSCI EAFE® Index as closely as possible before the deduction of Fund expenses.

Asset Allocation†

Common Stocks	98.3%
Repurchase Agreements	2.5%
Preferred Stocks	0.6%
Mutual Fund	0.1%
Right	0.0%
Liabilities in excess of other assets	(1.5)%
	100.0%

Top Industries††

Commercial Banks	13.1%
Pharmaceuticals	8.3%
Oil, Gas & Consumable Fuels	6.0%
Insurance	5.1%
Automobiles	4.0%
Food Products	3.8%
Metals & Mining	3.7%
Chemicals	3.3%
Diversified Telecommunication Services	3.0%
Machinery	2.4%
Other Industries*	47.3%
	100.0%

Top Holdings††

Nestle SA	1.8%
HSBC Holdings PLC	1.5%
Roche Holding AG	1.5%
Novartis AG	1.4%
Vodafone Group PLC	1.4%
Toyota Motor Corp.	1.3%
BP PLC	1.1%
Total SA	1.0%
GlaxoSmithKline PLC	1.0%
Sanofi	1.0%
Other Holdings*	87.0%
	100.0%

Top Countries††

Japan	20.5%
United Kingdom	18.7%
France	9.4%
Switzerland	9.3%
Germany	8.6%
Australia	7.9%
Netherlands	4.3%
Spain	3.2%
Sweden	3.0%
Hong Kong	2.8%
Other Countries*	12.3%
	100.0%

† Percentages indicated are based upon net assets as of October 31, 2013.

†† Percentages indicated are based upon total investments as of October 31, 2013.

* For purposes of listing top industries, top holdings and top countries, the repurchase agreements are included as part of Other.

47

Fund Performance Nationwide International Index Fund

Average Annual Total Return

(For periods ended October 31, 2013)		1 Yr.		5 Yr.		10 Yr.
Class A	w/o SC1		26.05%		11.15%		7.15%
	w/SC2		18.79%		9.83%		6.51%
Class B	w/o SC1		25.27%		10.55%		6.51%
	w/SC3		20.27%		10.28%		6.51%
Class C4	w/o SC1		25.27%		10.50%		6.36%
	w/SC5		24.27%		10.50%		6.36%
Class R26,7,8			25.71%		11.06%		7.09%
Institutional Class6			26.37%		11.59%		7.57%

Expense Ratios

	Expense Ratio*
Class A	0.75%
Class B	1.34%
Class C	1.34%
Class R2	0.99%
Institutional Class	0.34%

*Current effective prospectus dated March 1, 2013. Please see the Fund’s most recent prospectus for details.

All figures showing the effect of a sales charge (SC) reflect the maximum charge possible, because it has the most significant effect on performance data.

¹  These returns do not reflect the effects of SCs.

²  A 5.75% front-end sales charge was deducted.

³  A 5.00% maximum contingent deferred sales charge (CDSC) was deducted. The CDSC declines to 0% after 6 years and is not deducted from returns after 6 years.

⁴  These returns until the creation of Class C shares (02/14/05) include the performance of the Fund’s Class B shares, which began operations on December 29, 1999 prior to the creation of the Class C. Excluding the effect of any fee waivers or reimbursements, such prior performance is similar to what Class C would have produced because Class C invests in the same portfolio of securities as Class B shares. The performance for Class C has been restated for SCs (where applicable), but does not reflect the differing levels of other fees (primarily Rule 12b-1 and/or administrative services fees) applicable to such class.

⁵  A 1.00% CDSC was deducted from the one year return because it is charged when you sell Class C shares within the first year after purchase.

⁶  Not subject to any SCs.

⁷  Effective February 28, 2009, Class R Shares were renamed Class R2 Shares.

⁸  These returns until the creation of Class R2 shares (03/09/07) include the previous performance of the Fund’s Class A shares. Excluding the effect of any fee waivers or reimbursements, such prior performance is similar to what Class R2 shares would have produced because both classes invest in the same portfolio of securities. The performance of Class R2 shares has been restated to reflect differences in SCs, but does not reflect the higher level of other fees applicable to such class; if these fees were reflected, the performance for Class R2 shares would have been lower.

48

Fund Performance (con’t.) Nationwide International Index Fund

Performance of a $10,000 Investment

Investment return and principal value will fluctuate, and when redeemed, shares may be worth more or less than original cost. Past performance is no guarantee of future results and does not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares. Investing in mutual funds involves market risk, including loss of principal. Performance returns assume the reinvestment of all distributions.

Comparative performance of $10,000 invested in Institutional Class shares of the Nationwide International Index Fund versus the MSCI EAFE^® Index and the Consumer Price Index (CPI) over the 10-year period ended 10/31/13. Unlike the Fund, the returns for these unmanaged indexes do not reflect any fees, expenses, or sales charges. Investors cannot invest directly in market indexes. A description of the benchmarks can be found on the Market Index Definitions page at the back of this book.

49

Shareholder Expense Example Nationwide International Index Fund

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, including sales charges (loads) paid on purchase payments and redemption fees; and (2) ongoing costs, including investment advisory fees, administration fees, distribution fees and other Fund expenses. The examples below are intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds. Per Securities and Exchange Commission (“SEC”) requirements, the examples assume that you had a $1,000 investment in the Class at the beginning of the reporting period May 1, 2013 and continued to hold your shares at the end of the reporting period October 31, 2013.

Actual Expenses

For each Class of the Fund in the table below, the first line provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid from May 1, 2013 through October 31, 2013. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line of each Class under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.

Hypothetical Expenses for Comparison Purposes

The second line of each Class in the table below provides information about hypothetical account values and hypothetical expenses based on the Class’ actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Class’ actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period from May 1, 2013 through October 31, 2013. You may use this information to compare the ongoing costs of investing in the Class of the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transaction costs, such as sales charges (loads) or redemption fees. If these transaction costs were included, your costs would have been higher. Therefore, the second line for each Class in the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. The examples also assume all dividends and distributions are reinvested.

Schedule of Shareholder Expenses

Expense Analysis of a $1,000 Investment

Nationwide International Index Fund October 31, 2013			Beginning Account Value ($) 05/01/13	Ending Account Value ($) 10/31/13	Expenses Paid During Period ($) 05/01/13 - 10/31/13	Expense Ratio During Period (%) 05/01/13 - 10/31/13
Class A Shares	Actual	a	1,000.00	1,081.30	3.62	0.69
	Hypothetical	a,b	1,000.00	1,021.73	3.52	0.69
Class B Shares	Actual	a	1,000.00	1,079.70	6.87	1.31
	Hypothetical	a,b	1,000.00	1,018.60	6.67	1.31
Class C Shares	Actual	a	1,000.00	1,078.70	6.86	1.31
	Hypothetical	a,b	1,000.00	1,018.60	6.67	1.31
Class R2 Shares	Actual	a	1,000.00	1,080.70	4.25	0.81
	Hypothetical	a,b	1,000.00	1,021.12	4.13	0.81
Institutional Class Shares	Actual	a	1,000.00	1,083.00	1.63	0.31
	Hypothetical	a,b	1,000.00	1,023.64	1.58	0.31

^a  Expenses are equal to the Fund’s annualized expense ratio multiplied by the average account value from May 1, 2013 through October 31, 2013 multiplied to reflect one-half year period. The expense ratio presented represents a six-month, annualized ratio in accordance with Securities and Exchange Commission guidelines.

^b  Represents the hypothetical 5% return before expenses.

50

Statement of Investments

October 31, 2013

Nationwide International Index Fund

Common Stocks 98.3%
	Shares		Market Value
AUSTRALIA 8.0%
Air Freight & Logistics 0.0%†
Toll Holdings Ltd. (a)		93,307	$	508,319
Airlines 0.0%†
Qantas Airways Ltd.*		148,548		174,643
Beverages 0.1%
Coca-Cola Amatil Ltd.		79,425		967,892
Treasury Wine Estates Ltd.		91,860		407,954
				1,375,846
Biotechnology 0.3%
CSL Ltd.		65,683		4,317,665
Capital Markets 0.1%
Macquarie Group Ltd.		40,372		1,941,878
Chemicals 0.1%
Incitec Pivot Ltd.		230,903		580,935
Orica Ltd.		51,034		1,015,998
				1,596,933
Commercial Banks 3.0%
Australia & New Zealand Banking
Group Ltd.		368,792		11,801,476
Bendigo and Adelaide Bank Ltd.		54,466		560,716
Commonwealth Bank of Australia		216,891		15,616,694
National Australia Bank Ltd.		314,713		10,517,977
Westpac Banking Corp.		417,265		13,547,413
				52,044,276
Commercial Services & Supplies 0.1%
Brambles Ltd.		208,559		1,830,885
Construction & Engineering 0.0%†
Leighton Holdings Ltd. (a)		24,785		419,878
Construction Materials 0.0%†
Boral Ltd. (a)		104,859		489,283
Containers & Packaging 0.1%
Amcor Ltd.		161,329		1,652,717
Diversified Financial Services 0.1%
ASX Ltd.		25,596		889,094
Diversified Telecommunication Services 0.2%
Telstra Corp., Ltd.		576,721		2,822,055
Electric Utilities 0.0%†
SP AusNet		238,266		281,469
Energy Equipment & Services 0.0%†
WorleyParsons Ltd.		29,376		611,724
Food & Staples Retailing 0.7%
Metcash Ltd. (a)		126,683		400,903
Wesfarmers Ltd.		134,666		5,464,605
Woolworths Ltd.		166,637		5,495,095
				11,360,603
Gas Utilities 0.0%†
APA Group (a)		117,425		672,797

Common Stocks (continued)
	Shares		Market Value
AUSTRALIA (continued)
Health Care Equipment & Supplies 0.0%†
Cochlear Ltd. (a)		7,953	$	441,883
Health Care Providers & Services 0.1%
Ramsay Health Care Ltd.		18,300		671,790
Sonic Healthcare Ltd.		52,565		802,416
				1,474,206
Hotels, Restaurants & Leisure 0.1%
Crown Ltd.		49,586		790,516
Echo Entertainment Group Ltd.		107,945		270,923
Flight Centre Ltd.		7,812		383,517
Tabcorp Holdings Ltd.		99,954		339,971
Tatts Group Ltd.		189,277		562,017
				2,346,944
Information Technology Services 0.0%†
Computershare Ltd.		60,997		619,021
Insurance 0.4%
AMP Ltd.		403,569		1,808,368
Insurance Australia Group Ltd.		274,765		1,604,604
QBE Insurance Group Ltd.		159,009		2,226,806
Suncorp Group Ltd.		173,693		2,190,164
				7,829,942
Metals & Mining 1.2%
Alumina Ltd.* (a)		335,730		326,420
BHP Billiton Ltd.		430,993		15,237,065
Fortescue Metals Group Ltd. (a)		204,746		1,004,155
Iluka Resources Ltd. (a)		59,178		574,408
Newcrest Mining Ltd.		100,359		973,149
Rio Tinto Ltd.		57,752		3,475,065
				21,590,262
Multiline Retail 0.0%†
Harvey Norman Holdings Ltd. (a)		81,377		250,411
Multi-Utilities 0.1%
AGL Energy Ltd.		71,992		1,063,511
Oil, Gas & Consumable Fuels 0.4%
Caltex Australia Ltd.		18,105		316,351
Origin Energy Ltd.		144,840		2,002,335
Santos Ltd.		127,473		1,824,397
Whitehaven Coal Ltd.* (a)		70,100		107,378
Woodside Petroleum Ltd.		87,884		3,221,821
				7,472,282
Professional Services 0.1%
ALS Ltd. (a)		50,408		476,846
Seek Ltd. (a)		45,735		561,870
				1,038,716
Real Estate Investment Trusts (REITs) 0.5%
BGP Holdings PLC* (b)		1,554,139		0
CFS Retail Property Trust Group		275,423		539,029
Dexus Property Group		636,787		652,594

51

Statement of Investments (Continued)

October 31, 2013

Nationwide International Index Fund (Continued)

Common Stocks (continued)
	Shares		Market Value
AUSTRALIA (continued)
Real Estate Investment Trusts (REITs) (continued)
Federation Centres Ltd.		203,428	$	477,414
Goodman Group		223,981		1,070,403
GPT Group		248,717		866,850
Mirvac Group		481,033		790,797
Stockland(a)		307,687		1,166,173
Westfield Group		277,239		2,837,126
Westfield Retail Trust		397,390		1,159,398
				9,559,784
Real Estate Management & Development 0.1%
Lend Lease Group		76,413		824,028
Road & Rail 0.1%
Asciano Ltd.		137,280		753,921
Aurizon Holdings Ltd.		262,706		1,189,203
				1,943,124
Transportation Infrastructure 0.1%
Sydney Airport		26,416		104,618
Transurban Group		180,660		1,211,934
				1,316,552
				140,760,731
AUSTRIA 0.3%
Commercial Banks 0.1%
Erste Group Bank AG		33,423		1,173,476
Raiffeisen Bank International AG		7,081		259,731
				1,433,207
Diversified Telecommunication Services 0.0%†
Telekom Austria AG		32,611		268,089
Electric Utilities 0.0%†
Verbund AG		9,093		213,305
Insurance 0.0%†
Vienna Insurance Group AG Wiener Versicherung Gruppe		4,582		242,401
Machinery 0.0%†
Andritz AG		10,214		628,997
Metals & Mining 0.1%
Voestalpine AG		15,441		728,438
Oil, Gas & Consumable Fuels 0.1%
OMV AG		19,520		931,157
Real Estate Investment Trusts (REITs) 0.0%†
Immoeast AG* (b)		52,445		0
Real Estate Management & Development 0.0%†
Immofinanz AG*		132,637		580,895
				5,026,489
BELGIUM 1.2%
Beverages 0.6%
Anheuser-Busch InBev NV		107,702		11,164,791

Common Stocks (continued)
	Shares		Market Value
BELGIUM (continued)
Chemicals 0.1%
Solvay SA		7,595	$	1,187,578
Umicore SA		15,154		721,618
				1,909,196
Commercial Banks 0.1%
KBC Groep NV		31,479		1,715,024
Diversified Financial Services 0.1%
Groupe Bruxelles Lambert SA		11,051		985,479
Diversified Telecommunication Services 0.0%†
Belgacom SA		21,466		587,344
Food & Staples Retailing 0.1%
Colruyt SA		10,638		593,468
Delhaize Group SA		14,290		912,624
				1,506,092
Insurance 0.1%
Ageas		29,906		1,270,835
Media 0.0%†
Telenet Group Holding NV		6,966		382,580
Pharmaceuticals 0.1%
UCB SA (a)		15,079		989,814
				20,511,155
BERMUDA 0.1%
Energy Equipment & Services 0.1%
Seadrill Ltd.		50,949		2,356,607
CHINA 0.0%†
Communications Equipment 0.0%†
AAC Technologies Holdings, Inc. (a)		104,500		461,845
Machinery 0.0%†
Yangzijiang Shipbuilding Holdings
Ltd.		284,166		269,572
				731,417
DENMARK 1.1%
Beverages 0.1%
Carlsberg A/S, Class B		13,737		1,372,134
Biotechnology 0.1%
Novozymes A/S, Class B		29,391		1,151,113
Commercial Banks 0.1%
Danske Bank A/S*		88,298		2,063,153
Diversified Telecommunication Services 0.1%
TDC A/S		96,285		869,383
Health Care Equipment & Supplies 0.1%
Coloplast A/S, Class B		14,802		965,456
William Demant Holding A/S*		3,554		351,942
				1,317,398
Insurance 0.0%†
Tryg A/S		3,656		333,858

52

Statement of Investments (Continued)

October 31, 2013

Nationwide International Index Fund (Continued)

Common Stocks (continued)
	Shares		Market Value
DENMARK (continued)
Marine 0.1%
AP Moeller-Maersk A/S, Class A		77	$	695,300
AP Moeller-Maersk A/S, Class B		177		1,712,470
				2,407,770
Pharmaceuticals 0.5%
Novo Nordisk A/S, Class B		53,254		8,869,594
Road & Rail 0.0%†
DSV A/S		24,111		705,396
				19,089,799
FINLAND 0.9%
Auto Components 0.1%
Nokian Renkaat OYJ		15,662		792,125
Communications Equipment 0.2%
Nokia OYJ* (a)		499,224		3,794,496
Diversified Financial Services 0.0%†
Pohjola Bank PLC, Class A		20,155		367,037
Diversified Telecommunication Services 0.0%†
Elisa OYJ		19,698		493,509
Electric Utilities 0.1%
Fortum OYJ		58,653		1,308,371
Food & Staples Retailing 0.0%†
Kesko OYJ, Class B		9,503		315,785
Insurance 0.2%
Sampo OYJ, Class A		55,133		2,607,830
Machinery 0.2%
Kone OYJ, Class B		20,945		1,846,560
Metso OYJ		15,792		621,575
Wartsila OYJ Abp		22,976		1,019,479
				3,487,614
Oil, Gas & Consumable Fuels 0.0%†
Neste Oil OYJ		16,903		335,159
Paper & Forest Products 0.1%
Stora Enso OYJ, Class R		76,005		705,773
UPM-Kymmene OYJ		71,962		1,142,559
				1,848,332
Pharmaceuticals 0.0%†
Orion OYJ, Class B		13,417		360,599
				15,710,857
FRANCE 9.6%
Aerospace & Defense 0.5%
European Aeronautic Defence and
Space Co. NV		77,783		5,330,048
Safran SA		33,800		2,155,021
Thales SA		12,489		764,900
Zodiac Aerospace		4,712		753,953
				9,003,922

Common Stocks (continued)
	Shares		Market Value
FRANCE (continued)
Auto Components 0.1%
Cie Generale des Etablissements Michelin		24,782	$	2,582,236
Automobiles 0.1%
Renault SA		25,953		2,264,407
Beverages 0.2%
Pernod Ricard SA		28,293		3,398,233
Remy Cointreau SA		3,713		365,737
				3,763,970
Building Products 0.2%
Compagnie de Saint-Gobain		54,165		2,843,127
Chemicals 0.4%
Air Liquide SA		41,819		5,683,780
Arkema SA		8,831		999,100
				6,682,880
Commercial Banks 1.0%
BNP Paribas SA		133,021		9,813,382
Credit Agricole SA*		132,797		1,596,691
Natixis		131,830		708,930
Societe Generale SA		94,037		5,312,109
				17,431,112
Commercial Services & Supplies 0.1%
Edenred		28,595		970,732
Societe BIC SA		4,012		500,999
				1,471,731
Construction & Engineering 0.3%
Bouygues SA		26,778		1,044,793
Vinci SA		63,020		4,032,412
				5,077,205
Construction Materials 0.1%
Imerys SA		4,678		375,268
Lafarge SA		25,058		1,728,888
				2,104,156
Diversified Financial Services 0.1%
Eurazeo SA		4,071		307,372
Wendel SA		4,594		640,319
				947,691
Diversified Telecommunication Services 0.5%
Iliad SA		3,172		725,262
Orange SA		252,260		3,467,587
Vivendi SA		159,265		4,032,550
				8,225,399
Electric Utilities 0.1%
Electricite de France SA		31,789		1,112,549
Electrical Equipment 0.5%
Alstom SA		28,686		1,064,851
Legrand SA		34,999		1,983,591
Schneider Electric SA		70,592		5,940,159
				8,988,601

53

Statement of Investments (Continued)

October 31, 2013

Nationwide International Index Fund (Continued)

Common Stocks (continued)
	Shares		Market Value
FRANCE (continued)
Energy Equipment & Services 0.1%
CGG SA*		22,361	$	491,493
Technip SA		14,000		1,466,342
				1,957,835
Food & Staples Retailing 0.2%
Carrefour SA		82,057		2,995,291
Casino Guichard Perrachon SA		7,857		883,166
				3,878,457
Food Products 0.3%
Danone SA		76,714		5,681,763
Health Care Equipment & Supplies 0.2%
Essilor International SA		27,158		2,910,399
Hotels, Restaurants & Leisure 0.1%
Accor SA		21,212		948,091
Sodexo		12,077		1,172,260
				2,120,351
Information Technology Services 0.1%
AtoS		7,629		650,300
Cap Gemini SA		19,206		1,259,491
				1,909,791
Insurance 0.4%
AXA SA		240,755		5,998,518
CNP Assurances		22,507		396,486
SCOR SE		20,553		725,437
				7,120,441
Machinery 0.0%†
Vallourec SA		14,647		871,814
Media 0.2%
Eutelsat Communications SA		18,401		581,985
JCDecaux SA		8,908		357,034
Lagardere SCA		16,218		589,189
Publicis Groupe SA		23,414		1,947,097
				3,475,305
Multi-Utilities 0.3%
GDF Suez		177,877		4,408,466
Suez Environnement Co.		38,998		680,019
Veolia Environnement SA		47,284		811,190
				5,899,675
Oil, Gas & Consumable Fuels 1.0%
Total SA		287,880		17,662,296
Personal Products 0.3%
L’Oreal SA		32,720		5,586,839
Pharmaceuticals 1.0%
Sanofi		160,244		17,085,734
Professional Services 0.1%
Bureau Veritas SA		31,120		938,760

Common Stocks (continued)
	Shares		Market Value
FRANCE (continued)
Real Estate Investment Trusts (REITs) 0.3%
Fonciere des Regions		3,804	$	325,777
Gecina SA		3,031		404,475
ICADE		4,938		454,195
Klepierre		14,191		636,484
Unibail-Rodamco SE		12,708		3,320,210
				5,141,141
Software 0.1%
Dassault Systemes SA		8,115		985,856
Textiles, Apparel & Luxury Goods 0.6%
Christian Dior SA		7,129		1,352,633
Kering		10,235		2,319,566
LVMH Moet Hennessy Louis Vuitton SA		33,971		6,522,280
				10,194,479
Trading Companies & Distributors 0.0%†
Rexel SA		29,405		736,384
Transportation Infrastructure 0.1%
Aeroports de Paris		3,985		425,654
Groupe Eurotunnel SA		78,776		762,623
				1,188,277
				167,844,583
GERMANY 8.1%
Air Freight & Logistics 0.2%
Deutsche Post AG		120,665		4,075,025
Airlines 0.0%†
Deutsche Lufthansa AG*		32,226		623,027
Auto Components 0.2%
Continental AG		14,810		2,708,260
Automobiles 0.9%
Bayerische Motoren Werke AG		44,168		4,998,871
Daimler AG		128,939		10,556,865
Volkswagen AG		3,876		947,861
				16,503,597
Capital Markets 0.4%
Deutsche Bank AG		136,431		6,593,596
Chemicals 1.1%
BASF SE		123,282		12,798,474
K+S AG(a)		23,940		608,307
Lanxess AG		11,523		809,281
Linde AG		24,760		4,700,085
				18,916,147
Commercial Banks 0.1%
Commerzbank AG*		130,087		1,663,767
Construction & Engineering 0.0%†
Hochtief AG		4,090		369,920
Construction Materials 0.1%
HeidelbergCement AG		18,378		1,447,078

54

Statement of Investments (Continued)

October 31, 2013

Nationwide International Index Fund (Continued)

Common Stocks (continued)
	Shares		Market Value
GERMANY (continued)
Diversified Financial Services 0.1%
Deutsche Boerse AG		25,983	$	1,954,626
Diversified Telecommunication Services 0.4%
Deutsche Telekom AG		376,209		5,912,022
Telefonica Deutschland Holding AG		40,331		317,689
				6,229,711
Electrical Equipment 0.0%†
Osram Licht AG*		11,009		570,470
Food & Staples Retailing 0.0%†
Metro AG		18,165		851,685
Food Products 0.0%†
Suedzucker AG		11,671		375,434
Health Care Providers & Services 0.2%
Celesio AG		11,369		353,462
Fresenius Medical Care AG & Co. KGaA		28,318		1,871,430
Fresenius SE & Co. KGaA		16,800		2,180,868
				4,405,760
Household Products 0.1%
Henkel AG & Co. KGaA		17,346		1,599,791
Industrial Conglomerates 0.8%
Siemens AG		106,373		13,593,651
Insurance 0.9%
Allianz SE		61,226		10,280,002
Hannover Rueck SE		8,441		675,545
Muenchener Rueckversicherungs AG		24,035		5,014,481
				15,970,028
Internet Software & Services 0.0%†
United Internet AG		13,143		518,442
Machinery 0.1%
GEA Group AG		24,853		1,080,182
MAN SE		4,781		575,963
				1,656,145
Media 0.1%
Axel Springer AG		5,446		328,612
Kabel Deutschland Holding AG		3,086		387,422
ProSiebenSat.1 Media AG		14,721		699,867
				1,415,901
Metals & Mining 0.1%
ThyssenKrupp AG*		50,417		1,286,308
Multi-Utilities 0.4%
E.ON SE		240,799		4,389,408
RWE AG		66,098		2,435,190
				6,824,598
Personal Products 0.1%
Beiersdorf AG		13,257		1,264,101

Common Stocks (continued)
	Shares		Market Value
GERMANY (continued)
Pharmaceuticals 0.9%
Bayer AG REG		111,040	$	13,774,770
Merck KGaA		8,559		1,423,795
				15,198,565
Semiconductors & Semiconductor Equipment 0.1%
Infineon Technologies AG		144,940		1,402,199
Software 0.5%
SAP AG		123,452		9,660,394
Textiles, Apparel & Luxury Goods 0.2%
Adidas AG		27,590		3,143,760
Hugo Boss AG (a)		4,502		586,461
				3,730,221
Trading Companies & Distributors 0.1%
Brenntag AG		6,823		1,154,516
Transportation Infrastructure 0.0%†
Fraport AG Frankfurt Airport Services Worldwide		4,937		381,942
				142,944,905
GREECE 0.0%†
Diversified Telecommunication Services 0.0%†
Hellenic Telecommunications Organization SA*		35,337	$	444,731
Hotels, Restaurants & Leisure 0.0%†
OPAP SA		30,891		383,595
				828,326
GUERNSEY, CHANNEL ISLANDS 0.1%
Insurance 0.1%
Resolution Ltd.		194,671		1,114,641
HONG KONG 2.8%
Airlines 0.0%†
Cathay Pacific Airways Ltd.		144,000		285,264
Commercial Banks 0.2%
Bank of East Asia Ltd.		171,550		743,451
BOC Hong Kong Holdings Ltd.		494,600		1,615,280
Hang Seng Bank Ltd. (a)		102,400		1,706,774
				4,065,505
Diversified Financial Services 0.2%
First Pacific Co., Ltd.		330,750		376,076
Hong Kong Exchanges and Clearing Ltd.		145,200		2,342,374
				2,718,450
Diversified Telecommunication Services 0.0%†
HKT Trust/HKT Ltd.		319,000		295,804
PCCW Ltd.		548,000		247,388
				543,192

55

Statement of Investments (Continued)

October 31, 2013

Nationwide International Index Fund (Continued)

Common Stocks (continued)
	Shares		Market Value
HONG KONG (continued)
Electric Utilities 0.2%
Cheung Kong Infrastructure Holdings Ltd. (a)		88,500	$	615,847
CLP Holdings Ltd.		238,000		1,915,226
Power Assets Holdings Ltd.		186,300		1,552,102
				4,083,175
Gas Utilities 0.1%
Hong Kong & China Gas Co., Ltd. (a)		735,513		1,718,153
Hotels, Restaurants & Leisure 0.3%
Galaxy Entertainment Group Ltd.*		276,000		2,060,307
Sands China Ltd.		325,500		2,314,335
Shangri-La Asia Ltd.		215,333		394,483
SJM Holdings Ltd. (a)		270,000		873,007
				5,642,132
Industrial Conglomerates 0.2%
Hopewell Holdings Ltd.		76,569		257,863
Hutchison Whampoa Ltd.		277,500		3,457,836
NWS Holdings Ltd.		191,500		299,046
				4,014,745
Insurance 0.5%
AIA Group Ltd.		1,608,000		8,165,155
Marine 0.0%†
Orient Overseas International Ltd. (a)		33,938		175,294
Real Estate Investment Trusts (REITs) 0.1%
Link REIT (The)		291,551		1,466,689
Real Estate Management & Development 0.8%
Cheung Kong Holdings Ltd.		189,000		2,951,621
Hang Lung Properties Ltd.		311,000		1,024,163
Henderson Land Development Co., Ltd.		149,379		883,918
Hysan Development Co., Ltd.		91,673		428,829
Kerry Properties Ltd.		85,000		368,606
New World Development Co., Ltd.		519,018		718,013
Sino Land Co., Ltd.		418,200		586,524
Sun Hung Kai Properties Ltd.		209,700		2,746,803
Swire Pacific Ltd., Class A		94,500		1,092,184
Swire Properties Ltd.		166,000		449,631
Wharf Holdings Ltd.		203,270		1,710,570
Wheelock & Co., Ltd.		128,000		653,225
				13,614,087
Road & Rail 0.1%
MTR Corp., Ltd.		205,714		796,928
Semiconductors & Semiconductor Equipment 0.0%†
ASM Pacific Technology Ltd.		34,300		330,596
Textiles, Apparel & Luxury Goods 0.1%
Li & Fung Ltd. (a)		781,200		1,104,430
Yue Yuen Industrial Holdings Ltd.		103,000		282,826
				1,387,256

Common Stocks (continued)
	Shares		Market Value
HONG KONG (continued)
Trading Companies & Distributors 0.0%†
Noble Group Ltd. (a)		522,014	$	431,297
				49,437,918
IRELAND 0.7%
Airlines 0.0%†
Ryanair Holdings PLC		26,414		218,697
Biotechnology 0.1%
Elan Corp. PLC*		65,950		1,095,417
Commercial Banks 0.0%†
Bank of Ireland*		2,976,935		1,088,024
Irish Bank Resolution Corp., Ltd.* (b)		122,522		0
				1,088,024
Construction Materials 0.2%
CRH PLC		99,954		2,432,239
James Hardie Industries PLC, CDI (a)		61,354		634,601
				3,066,840
Food Products 0.1%
Kerry Group PLC, Class A		20,755		1,329,114
Pharmaceuticals 0.2%
Shire PLC		73,664		3,266,294
Professional Services 0.1%
Experian PLC		136,715		2,783,329
				12,847,715
ISRAEL 0.4%
Chemicals 0.0%†
Israel Chemicals Ltd.		63,284		523,188
Israel Corp., Ltd. (The)*		345		173,592
				696,780
Commercial Banks 0.1%
Bank Hapoalim BM		147,960		792,101
Bank Leumi Le-Israel BM*		174,122		662,788
Mizrahi Tefahot Bank Ltd.		18,702		219,223
				1,674,112
Diversified Telecommunication Services 0.0%†
Bezeq The Israeli Telecommunication Corp., Ltd.		280,662		487,985
Oil, Gas & Consumable Fuels 0.0%†
Delek Group Ltd.		608		209,944
Pharmaceuticals 0.3%
Teva Pharmaceutical Industries Ltd.		117,649		4,371,652
Software 0.0%†
NICE Systems Ltd.		7,901		309,807
				7,750,280
ITALY 2.1%
Aerospace & Defense 0.0%†
Finmeccanica SpA*		54,315		398,022

56

Statement of Investments (Continued)

October 31, 2013

Nationwide International Index Fund (Continued)

Common Stocks (continued)
	Shares		Market Value
ITALY (continued)
Auto Components 0.0%†
Pirelli & C. SpA		34,045	$	478,914
Automobiles 0.1%
Fiat SpA*		115,884		909,311
Capital Markets 0.0%†
Mediobanca SpA		72,914		664,351
Commercial Banks 0.5%
Banca Monte dei Paschi di Siena SpA* (a)		882,045		278,090
Intesa Sanpaolo SpA		1,557,932		3,865,034
UniCredit SpA		583,144		4,377,427
Unione di Banche Italiane SCPA		117,855		814,548
				9,335,099
Diversified Financial Services 0.0%†
Exor SpA		9,449		374,567
Diversified Telecommunication Services 0.1%
Telecom Italia SpA (a)		1,300,949		1,269,140
Telecom Italia SpA-RSP		857,384		670,604
				1,939,744
Electric Utilities 0.3%
Enel SpA		879,617		3,880,810
Terna Rete Elettrica Nazionale SpA		212,023		1,049,596
				4,930,406
Electrical Equipment 0.0%†
Prysmian SpA		28,793		703,332
Energy Equipment & Services 0.1%
Saipem SpA		36,587		855,885
Gas Utilities 0.1%
Snam SpA		270,492		1,393,714
Independent Power Producers & Energy Traders 0.0%†
Enel Green Power SpA		248,339		604,101
Insurance 0.2%
Assicurazioni Generali SpA		159,122		3,720,114
Oil, Gas & Consumable Fuels 0.5%
Eni SpA		343,495		8,720,291
Textiles, Apparel & Luxury Goods 0.1%
Luxottica Group SpA		22,067		1,195,400
Transportation Infrastructure 0.1%
Atlantia SpA		43,709		957,976
				37,181,227
JAPAN 20.8%
Air Freight & Logistics 0.1%
Yamato Holdings Co., Ltd.		50,000		1,075,294
Airlines 0.0%†
ANA Holdings, Inc. (a)		163,000		340,548
Japan Airlines Co., Ltd.		8,587		501,931
				842,479

Common Stocks (continued)
	Shares		Market Value
JAPAN (continued)
Auto Components 0.6%
Aisin Seiki Co., Ltd.		26,200	$	1,064,360
Bridgestone Corp.		86,200		2,955,170
Denso Corp.		64,100		3,081,186
Koito Manufacturing Co., Ltd.		14,000		254,852
NGK Spark Plug Co., Ltd.		24,000		548,114
NHK Spring Co., Ltd.		20,400		213,542
NOK Corp.		13,600		210,233
Stanley Electric Co., Ltd.		20,100		467,546
Sumitomo Rubber Industries Ltd.		22,900		318,802
Toyoda Gosei Co., Ltd.		9,600		240,044
Toyota Boshoku Corp.		8,600		115,190
Toyota Industries Corp.		20,300		895,433
Yokohama Rubber Co., Ltd. (The)		30,000		293,448
				10,657,920
Automobiles 2.5%
Daihatsu Motor Co., Ltd. (a)		27,000		524,237
Fuji Heavy Industries Ltd.		80,000		2,187,323
Honda Motor Co., Ltd.		217,500		8,685,409
Isuzu Motors Ltd.		163,000		1,015,096
Mazda Motor Corp.*		356,300		1,603,888
Mitsubishi Motors Corp.* (a)		59,199		665,229
Nissan Motor Co., Ltd.		329,200		3,305,584
Suzuki Motor Corp.		47,100		1,184,347
Toyota Motor Corp.		369,700		23,970,680
Yamaha Motor Co., Ltd.		38,600		591,294
				43,733,087
Beverages 0.2%
Asahi Group Holdings Ltd.		50,100		1,354,930
Coca-Cola West Co., Ltd.		8,900		180,519
Kirin Holdings Co., Ltd.		116,000		1,695,397
Suntory Beverage & Food Ltd.*		17,300		569,552
				3,800,398
Building Products 0.2%
Asahi Glass Co., Ltd.		138,600		855,998
Daikin Industries Ltd.		30,900		1,777,782
LIXIL Group Corp.		34,700		814,502
TOTO Ltd.		41,200		582,661
				4,030,943
Capital Markets 0.3%
Daiwa Securities Group, Inc.		223,200		2,038,659
Nomura Holdings, Inc.		484,200		3,576,802
SBI Holdings, Inc.		27,170		328,807
				5,944,268
Chemicals 0.7%
Air Water, Inc.		20,000		285,886
Asahi Kasei Corp.		174,200		1,325,767
Daicel Corp.		38,000		320,294
Hitachi Chemical Co., Ltd.		15,600		239,332
JSR Corp.		24,800		472,391
Kaneka Corp.		41,500		263,340

57

Statement of Investments (Continued)

October 31, 2013

Nationwide International Index Fund (Continued)

Common Stocks (continued)
	Shares		Market Value
JAPAN (continued)
Chemicals (continued)
Kansai Paint Co., Ltd.		30,000	$	403,107
Kuraray Co., Ltd.		48,200		565,933
Mitsubishi Chemical Holdings Corp.		178,500		835,603
Mitsubishi Gas Chemical Co., Inc.		53,000		433,148
Mitsui Chemicals, Inc.		102,100		271,413
Nitto Denko Corp.		21,610		1,133,249
Shin-Etsu Chemical Co., Ltd.		54,300		3,070,234
Showa Denko KK		213,000		288,816
Sumitomo Chemical Co., Ltd.		209,200		766,170
Taiyo Nippon Sanso Corp.		36,000		246,865
Teijin Ltd.		124,800		280,235
Toray Industries, Inc.		187,300		1,170,389
Ube Industries Ltd.		140,000		289,785
				12,661,957
Commercial Banks 2.1%
Aozora Bank Ltd.		149,000		433,148
Bank of Kyoto Ltd. (The)(a)		45,000		396,509
Bank of Yokohama Ltd. (The)		166,000		915,369
Chiba Bank Ltd. (The)		96,300		686,511
Chugoku Bank Ltd. (The)		20,000		287,530
Fukuoka Financial Group, Inc.		108,600		489,835
Gunma Bank Ltd. (The)		54,000		312,453
Hachijuni Bank Ltd. (The)		58,000		358,300
Hiroshima Bank Ltd. (The)		71,000		302,170
Hokuhoku Financial Group, Inc.		170,000		350,532
Iyo Bank Ltd. (The)		34,000		355,018
Joyo Bank Ltd. (The)		91,000		472,667
Mitsubishi UFJ Financial Group, Inc.		1,705,484		10,860,977
Mizuho Financial Group, Inc.		3,068,519		6,441,015
Nishi-Nippon City Bank Ltd. (The)		100,000		270,176
Resona Holdings, Inc.		242,101		1,259,344
Seven Bank Ltd. (a)		71,000		251,287
Shinsei Bank Ltd.		237,000		554,890
Shizuoka Bank Ltd. (The)		74,000		832,603
Sumitomo Mitsui Financial Group, Inc.		170,305		8,231,845
Sumitomo Mitsui Trust Holdings, Inc.		449,769		2,221,449
Suruga Bank Ltd.		25,000		396,583
Yamaguchi Financial Group, Inc.		32,000		301,556
				36,981,767
Commercial Services & Supplies 0.2%
Dai Nippon Printing Co., Ltd.		78,700		826,820
Park24 Co., Ltd. (a)		13,900		271,392
Secom Co., Ltd.		28,100		1,692,812
Toppan Printing Co., Ltd.		76,000		600,275
				3,391,299
Computers & Peripherals 0.0%†
NEC Corp.		363,000		815,365
Construction & Engineering 0.2%
Chiyoda Corp.		22,000		278,987
JGC Corp.		29,000		1,109,650

Common Stocks (continued)
	Shares		Market Value
JAPAN (continued)
Construction & Engineering (continued)
Kajima Corp.		117,800	$	499,979
Kinden Corp.		20,000		219,656
Obayashi Corp.		89,500		573,437
Shimizu Corp. (a)		82,000		420,531
Taisei Corp.		124,000		636,155
				3,738,395
Construction Materials 0.0%†
Taiheiyo Cement Corp.		155,000		657,388
Consumer Finance 0.1%
Acom Co., Ltd.* (a)		56,600		221,627
AEON Financial Service Co., Ltd.		8,900		273,321
Credit Saison Co., Ltd.		21,900		599,412
				1,094,360
Containers & Packaging 0.0%†
Toyo Seikan Group Holdings Ltd.		21,600		448,912
Diversified Consumer Services 0.0%†
Benesse Holdings, Inc.		9,400		350,356
Diversified Financial Services 0.2%
Japan Exchange Group, Inc.		35,000		813,685
Mitsubishi UFJ Lease & Finance Co., Ltd.		81,700		461,991
ORIX Corp.		168,800		2,923,800
				4,199,476
Diversified Telecommunication Services 0.2%
Nippon Telegraph & Telephone Corp.		58,054		3,017,666
Electric Utilities 0.4%
Chubu Electric Power Co., Inc.		84,200		1,246,419
Chugoku Electric Power Co., Inc. (The)		41,500		636,139
Hokkaido Electric Power Co., Inc.*		24,000		309,171
Hokuriku Electric Power Co.		22,700		323,325
Kansai Electric Power Co., Inc. (The)*		96,800		1,225,200
Kyushu Electric Power Co., Inc.*		59,200		833,526
Shikoku Electric Power Co., Inc.*		22,600		403,391
Tohoku Electric Power Co., Inc.*		63,100		763,775
Tokyo Electric Power Co., Inc.*		196,400		1,048,167
				6,789,113
Electrical Equipment 0.4%
Fuji Electric Co., Ltd.		75,200		337,116
Furukawa Electric Co., Ltd. (a)		94,300		218,567
Mabuchi Motor Co., Ltd.		3,800		202,040
Mitsubishi Electric Corp.		260,600		2,864,506
Nidec Corp. (a)		14,000		1,364,330
Sumitomo Electric Industries Ltd.		97,400		1,459,475
				6,446,034
Electronic Equipment, Instruments & Components 1.1%
Citizen Holdings Co., Ltd.		36,200		258,273
FUJIFILM Holdings Corp.		60,400		1,477,611
Hamamatsu Photonics KK		9,600		359,226
Hirose Electric Co., Ltd.		4,000		610,284

58

Statement of Investments (Continued)

October 31, 2013

Nationwide International Index Fund (Continued)

Common Stocks (continued)
	Shares		Market Value
JAPAN (continued)
Electronic Equipment, Instruments & Components (continued)
Hitachi High-Technologies Corp.		8,300	$	190,900
Hitachi Ltd.		644,300		4,506,948
HOYA Corp.		56,000		1,342,845
Ibiden Co., Ltd. (a)		16,200		280,835
Keyence Corp.		6,168		2,643,543
Kyocera Corp.		44,200		2,295,330
Murata Manufacturing Co., Ltd.		27,300		2,191,367
Nippon Electric Glass Co., Ltd.		44,000		226,324
Omron Corp.		28,400		1,083,779
Shimadzu Corp.		28,000		274,187
TDK Corp.		17,300		735,253
Yaskawa Electric Corp.		30,000		388,523
Yokogawa Electric Corp.		28,700		375,075
				19,240,303
Food & Staples Retailing 0.3%
Aeon Co., Ltd.		82,700		1,128,559
FamilyMart Co., Ltd.		7,900		353,894
Lawson, Inc. (a)		8,500		681,648
Seven & I Holdings Co., Ltd.		100,000		3,700,864
				5,864,965
Food Products 0.3%
Ajinomoto Co., Inc.		83,000		1,161,422
Calbee, Inc.		9,200		241,402
Kikkoman Corp.		23,000		419,188
MEIJI Holdings Co., Ltd. (a)		8,099		452,747
Nippon Meat Packers, Inc. (a)		25,000		366,032
Nisshin Seifun Group, Inc.		29,039		314,824
Nissin Foods Holdings Co., Ltd.		8,000		342,432
Toyo Suisan Kaisha Ltd.		11,400		362,555
Yakult Honsha Co., Ltd.		11,800		599,364
Yamazaki Baking Co., Ltd.		15,100		153,733
				4,413,699
Gas Utilities 0.2%
Osaka Gas Co., Ltd.		258,900		1,090,507
Toho Gas Co., Ltd.		56,000		292,010
Tokyo Gas Co., Ltd.		318,400		1,727,646
				3,110,163
Health Care Equipment & Supplies 0.2%
Olympus Corp.*		33,200		1,062,115
Sysmex Corp.		10,100		669,056
Terumo Corp.		20,800		1,007,359
				2,738,530
Health Care Providers & Services 0.1%
Alfresa Holdings Corp.		5,700		311,541
Medipal Holdings Corp.		15,800		213,046
Miraca Holdings, Inc.		7,900		355,958
Suzuken Co., Ltd.		9,800		353,875
				1,234,420

Common Stocks (continued)
	Shares		Market Value
JAPAN (continued)
Health Care Technology 0.0%†
M3, Inc.		90	$	246,472
Hotels, Restaurants & Leisure 0.1%
McDonald’s Holdings Co., (Japan) Ltd. (a)		9,624		265,926
Oriental Land Co., Ltd.		6,300		1,008,801
				1,274,727
Household Durables 0.5%
Casio Computer Co., Ltd. (a)		32,100		307,243
Panasonic Corp.		300,202		3,076,878
Rinnai Corp.		4,500		348,300
Sekisui Chemical Co., Ltd.		59,000		685,491
Sekisui House Ltd.		75,300		1,080,846
Sharp Corp.*		133,900		396,090
Sony Corp.		136,600		2,382,944
				8,277,792
Household Products 0.1%
Unicharm Corp.		14,900		957,011
Independent Power Producers & Energy Traders 0.0%†
Electric Power Development Co., Ltd.		16,000		511,326
Industrial Conglomerates 0.1%
Toshiba Corp.		542,700		2,306,620
Information Technology Services 0.2%
Fujitsu Ltd.*		259,100		1,113,146
Itochu Techno-Solutions Corp. (a)		3,400		133,383
Nomura Research Institute Ltd.		13,700		459,803
NTT Data Corp.		17,600		585,106
Otsuka Corp.		2,400		311,288
				2,602,726
Insurance 0.5%
Dai-ichi Life Insurance Co., Ltd. (The)		113,800		1,624,587
MS&AD Insurance Group Holdings		68,055		1,759,722
NKSJ Holdings, Inc.		45,625		1,181,011
Sony Financial Holdings, Inc.		24,400		455,611
T&D Holdings, Inc.		79,700		956,858
Tokio Marine Holdings, Inc.		92,000		3,016,170
				8,993,959
Internet & Catalog Retail 0.1%
Rakuten, Inc. (a)		100,000		1,302,964
Internet Software & Services 0.1%
Dena Co., Ltd. (a)		14,500		315,957
Gree, Inc. (a)		12,500		107,419
Yahoo Japan Corp.		191,400		893,018
				1,316,394
Leisure Equipment & Products 0.2%
Namco Bandai Holdings, Inc.		24,449		460,873
Nikon Corp.		47,300		874,399
Sankyo Co., Ltd.		7,300		347,181
Sega Sammy Holdings, Inc.		24,500		628,071

59

Statement of Investments (Continued)

October 31, 2013

Nationwide International Index Fund (Continued)

Common Stocks (continued)
	Shares		Market Value
JAPAN (continued)
Leisure Equipment & Products (continued)
Shimano, Inc.		10,500	$	919,003
Yamaha Corp.		23,300		347,880
				3,577,407
Machinery 1.1%
Amada Co., Ltd.		47,000		404,321
FANUC Corp.		25,500		4,090,396
Hino Motors Ltd.		35,000		494,535
Hitachi Construction Machinery Co., Ltd.		14,600		309,207
IHI Corp.		184,000		779,113
Japan Steel Works Ltd. (The)		44,000		245,806
JTEKT Corp.		29,900		383,864
Kawasaki Heavy Industries Ltd.		195,200		762,749
Komatsu Ltd.		123,600		2,711,831
Kubota Corp.		144,100		2,133,634
Kurita Water Industries Ltd. (a)		15,500		338,272
Makita Corp.		15,700		793,939
Mitsubishi Heavy Industries Ltd.		400,200		2,543,378
Nabtesco Corp. (a)		15,200		370,994
NGK Insulators Ltd.		36,000		605,520
NSK Ltd.		60,400		645,213
SMC Corp.		7,000		1,629,728
Sumitomo Heavy Industries Ltd.		75,000		331,945
THK Co., Ltd. (a)		16,300		355,803
				19,930,248
Marine 0.1%
Mitsui OSK Lines Ltd.		151,000		639,157
Nippon Yusen KK		220,400		673,432
				1,312,589
Media 0.1%
Dentsu, Inc.		25,461		961,972
Hakuhodo DY Holdings, Inc.		34,200		264,509
Toho Co., Ltd.		15,400		329,989
				1,556,470
Metals & Mining 0.5%
Daido Steel Co., Ltd.		33,000		189,763
Hitachi Metals Ltd.		25,000		336,640
JFE Holdings, Inc.		66,400		1,509,583
Kobe Steel Ltd.*		349,000		616,463
Maruichi Steel Tube Ltd.		5,900		144,077
Mitsubishi Materials Corp.		156,000		610,337
Nippon Steel & Sumitomo Metal Corp.		1,011,065		3,337,075
Sumitomo Metal Mining Co., Ltd.		69,000		955,691
Yamato Kogyo Co., Ltd.		4,700		174,202
				7,873,831
Multiline Retail 0.1%
Don Quijote Co., Ltd.		7,700		512,562
Isetan Mitsukoshi Holdings Ltd.		49,278		746,818
J. Front Retailing Co., Ltd.		67,200		522,909
Marui Group Co., Ltd.		30,700		293,881

Common Stocks (continued)
	Shares		Market Value
JAPAN (continued)
Multiline Retail (continued)
Takashimaya Co., Ltd. (a)		35,000	$	333,937
				2,410,107
Office Electronics 0.4%
Brother Industries Ltd.		32,100		364,730
Canon, Inc.		151,200		4,771,372
Konica Minolta, Inc.		65,900		545,715
Ricoh Co., Ltd.		89,200		942,024
				6,623,841
Oil, Gas & Consumable Fuels 0.2%
Cosmo Oil Co., Ltd.*		82,000		144,387
Idemitsu Kosan Co., Ltd.		3,000		251,140
INPEX Corp.		117,200		1,353,891
Japan Petroleum Exploration Co.		4,400		179,143
JX Holdings, Inc.		300,317		1,484,968
Showa Shell Sekiyu KK		22,400		240,820
TonenGeneral Sekiyu KK		39,000		362,288
				4,016,637
Paper & Forest Products 0.0%†
Oji Holdings Corp.		108,000		493,563
Personal Products 0.2%
Kao Corp.		69,200		2,304,607
Shiseido Co., Ltd. (a)		46,200		790,344
				3,094,951
Pharmaceuticals 1.0%
Astellas Pharma, Inc.		58,600		3,266,738
Chugai Pharmaceutical Co., Ltd.		31,500		740,135
Daiichi Sankyo Co., Ltd.		90,200		1,672,391
Dainippon Sumitomo Pharma Co., Ltd.		21,900		294,688
Eisai Co., Ltd.		32,000		1,257,025
Hisamitsu Pharmaceutical Co., Inc.		8,600		465,352
Kyowa Hakko Kirin Co., Ltd.		30,000		331,349
Mitsubishi Tanabe Pharma Corp.		31,300		441,446
Ono Pharmaceutical Co., Ltd.		11,700		884,639
Otsuka Holdings Co., Ltd.		46,700		1,330,113
Santen Pharmaceutical Co., Ltd.		10,400		527,964
Shionogi & Co., Ltd.		42,000		929,399
Taisho Pharmaceutical Holdings Co., Ltd.		3,770		264,709
Takeda Pharmaceutical Co., Ltd.		105,000		5,003,731
Tsumura & Co.		9,000		282,870
				17,692,549
Real Estate Investment Trusts (REITs) 0.2%
Japan Prime Realty Investment Corp.		111		368,868
Japan Real Estate Investment Corp.		77		879,718
Japan Retail Fund Investment Corp.		299		605,572
Nippon Building Fund, Inc.		92		1,138,123
Nippon Prologis REIT, Inc.		35		349,518
Nomura Real Estate Office Fund, Inc.		41		202,540
United Urban Investment Corp.		327		499,079
				4,043,418

60

Statement of Investments (Continued)

October 31, 2013

Nationwide International Index Fund (Continued)

Common Stocks (continued)
	Shares		Market Value
JAPAN (continued)
Real Estate Management & Development 0.9%
Aeon Mall Co., Ltd.		15,950	$	452,995
Daito Trust Construction Co., Ltd.		9,600		980,196
Daiwa House Industry Co., Ltd.		81,000		1,622,737
Hulic Co., Ltd.		35,100		558,522
Mitsubishi Estate Co., Ltd.		167,600		4,789,945
Mitsui Fudosan Co., Ltd.		111,700		3,700,164
Nomura Real Estate Holdings, Inc.		17,800		450,366
NTT Urban Development Corp.		18,000		229,776
Sumitomo Realty & Development Co., Ltd.		49,000		2,318,506
Tokyo Tatemono Co., Ltd.		59,000		553,892
Tokyu Fudosan Holdings Corp.*		58,000		569,796
				16,226,895
Road & Rail 0.8%
Central Japan Railway Co.		19,500		2,528,597
East Japan Railway Co.		44,590		3,873,565
Hankyu Hanshin Holdings, Inc.		150,000		841,327
Keikyu Corp.		65,000		611,850
Keio Corp.		80,400		557,046
Keisei Electric Railway Co., Ltd.		39,000		402,758
Kintetsu Corp. (a)		222,500		818,836
Nippon Express Co., Ltd.		101,500		509,687
Odakyu Electric Railway Co., Ltd. (a)		82,100		792,330
Tobu Railway Co., Ltd.		145,000		751,660
Tokyu Corp.		150,900		1,027,639
West Japan Railway Co.		23,500		1,053,739
				13,769,034
Semiconductors & Semiconductor Equipment 0.1%
Advantest Corp.		20,700		247,737
Rohm Co., Ltd.		13,100		537,725
Sumco Corp. (a)		17,100		155,384
Tokyo Electron Ltd.		22,400		1,229,147
				2,169,993
Software 0.2%
GungHo Online Entertainment, Inc.* (a)		490		309,212
Konami Corp.		12,500		302,093
Nexon Co., Ltd.		16,900		197,520
Nintendo Co., Ltd.		14,300		1,608,087
Oracle Corp. Japan		5,400		213,212
Trend Micro, Inc.		14,500		539,316
				3,169,440
Specialty Retail 0.3%
ABC-Mart, Inc.		4,100		205,045
Fast Retailing Co., Ltd.		7,200		2,423,606
Nitori Holdings Co., Ltd.		4,700		440,887
Sanrio Co., Ltd. (a)		6,100		335,206
Shimamura Co., Ltd.		3,100		348,499
USS Co., Ltd.		30,600		448,122
Yamada Denki Co., Ltd. (a)		118,500		332,391
				4,533,756

Common Stocks (continued)
	Shares		Market Value
JAPAN (continued)
Textiles, Apparel & Luxury Goods 0.0%†
Asics Corp.		22,400	$	394,926
Tobacco 0.3%
Japan Tobacco, Inc.		146,900		5,315,383
Trading Companies & Distributors 0.8%
ITOCHU Corp.		203,500		2,446,914
Marubeni Corp.		222,000		1,738,137
Mitsubishi Corp.		186,000		3,762,979
Mitsui & Co., Ltd.		229,600		3,280,051
Sojitz Corp.		152,467		296,059
Sumitomo Corp.		146,600		1,907,751
Toyota Tsusho Corp.		30,000		833,310
				14,265,201
Transportation Infrastructure 0.0%†
Kamigumi Co., Ltd.		33,000		287,046
Mitsubishi Logistics Corp.		16,400		227,910
				514,956
Wireless Telecommunication Services 1.0%
KDDI Corp.		71,900		3,893,852
NTT DOCOMO, Inc.		208,600		3,309,446
SoftBank Corp.		128,800		9,618,643
				16,821,941
				364,875,684
JERSEY, CHANNEL ISLANDS 0.1%
Metals & Mining 0.1%
Randgold Resources Ltd.		12,060		894,392
LUXEMBOURG 0.3%
Energy Equipment & Services 0.1%
Tenaris SA		63,043		1,474,855
Media 0.1%
SES SA, FDR		37,972		1,104,450
Metals & Mining 0.1%
ArcelorMittal		134,726		2,122,020
Wireless Telecommunication Services 0.0%†
Millicom International Cellular SA, SDR		8,250		761,117
				5,462,442
MACAU 0.1%
Hotels, Restaurants & Leisure 0.1%
MGM China Holdings Ltd.		129,600		446,866
Wynn Macau Ltd. (a)		217,600		835,315
				1,282,181
MEXICO 0.0%†
Metals & Mining 0.0%†
Fresnillo PLC		25,495		398,554

61

Statement of Investments (Continued)

October 31, 2013

Nationwide International Index Fund (Continued)

Common Stocks (continued)
	Shares		Market Value
NETHERLANDS 4.3%
Air Freight & Logistics 0.0%†
TNT Express NV		46,499	$	428,698
Beverages 0.2%
Heineken Holding NV		13,112		832,807
Heineken NV		30,788		2,121,515
				2,954,322
Chemicals 0.2%
Akzo Nobel NV(a)		31,764		2,305,889
Koninklijke DSM NV		20,625		1,559,097
				3,864,986
Computers & Peripherals 0.1%
Gemalto NV		10,328		1,159,211
Construction & Engineering 0.1%
Koninklijke Boskalis Westminster NV		9,889		475,291
OCI*		12,720		489,103
				964,394
Diversified Financial Services 0.4%
ING Groep NV, CVA*		513,029		6,519,432
Diversified Telecommunication Services 0.1%
Koninklijke KPN NV*		421,211		1,341,073
Ziggo NV		20,699		887,350
				2,228,423
Energy Equipment & Services 0.0%†
Fugro NV, CVA		9,774		611,074
Food & Staples Retailing 0.1%
Koninklijke Ahold NV		136,317		2,590,917
Food Products 0.5%
Unilever NV, CVA		218,896		8,678,237
Industrial Conglomerates 0.3%
Koninklijke Philips NV		127,867		4,518,914
Insurance 0.1%
Aegon NV		242,382		1,928,605
Delta Lloyd NV		26,140		554,211
				2,482,816
Life Sciences Tools & Services 0.0%†
QIAGEN NV*		32,916		755,454
Media 0.2%
Reed Elsevier NV		90,964		1,828,795
Wolters Kluwer NV		40,212		1,089,378
				2,918,173
Oil, Gas & Consumable Fuels 1.6%
Royal Dutch Shell PLC, Class A		510,958		17,017,370
Royal Dutch Shell PLC, Class B		344,693		11,933,284
				28,950,654
Professional Services 0.1%
Randstad Holding NV		16,739		1,030,933

Common Stocks (continued)
	Shares		Market Value
NETHERLANDS (continued)
Real Estate Investment Trusts (REITs) 0.0%†
Corio NV		9,667	$	420,810
Semiconductors & Semiconductor Equipment 0.3%
ASML Holding NV		47,938		4,539,142
Transportation Infrastructure 0.0%†
Koninklijke Vopak NV		9,942		611,466
				76,228,056
NEW ZEALAND 0.1%
Construction Materials 0.1%
Fletcher Building Ltd. (a)		95,168		785,380
Diversified Telecommunication Services 0.0%†
Telecom Corp. of New Zealand Ltd. (a)		231,795		449,787
Electric Utilities 0.0%†
Contact Energy Ltd.		51,208		222,060
Hotels, Restaurants & Leisure 0.0%†
SKYCITY Entertainment Group Ltd. (a)		87,163		279,931
Transportation Infrastructure 0.0%†
Auckland International Airport Ltd. (a)		156,326		442,533
				2,179,691
NORWAY 0.6%
Chemicals 0.1%
Yara International ASA		24,422		1,051,791
Commercial Banks 0.1%
DNB ASA		131,952		2,339,050
Diversified Telecommunication Services 0.1%
Telenor ASA		94,832		2,278,587
Energy Equipment & Services 0.0%†
Aker Solutions ASA		22,892		316,267
Food Products 0.1%
Orkla ASA		105,705		856,864
Insurance 0.0%†
Gjensidige Forsikring ASA		28,022		523,038
Metals & Mining 0.0%†
Norsk Hydro ASA (a)		131,370		586,274
Oil, Gas & Consumable Fuels 0.2%
Statoil ASA		146,174		3,458,653
				11,410,524
PORTUGAL 0.2%
Commercial Banks 0.0%†
Banco Espirito Santo SA*		229,617		301,711
Diversified Telecommunication Services 0.0%†
Portugal Telecom SGPS SA		85,880		387,105
Electric Utilities 0.1%
EDP-Energias de Portugal SA		272,031		1,001,353

62

Statement of Investments (Continued)

October 31, 2013

Nationwide International Index Fund (Continued)

Common Stocks (continued)
	Shares		Market Value
PORTUGAL (continued)
Food & Staples Retailing 0.0%†
Jeronimo Martins SGPS SA		35,493	$	653,658
Oil, Gas & Consumable Fuels 0.1%
Galp Energia SGPS SA		48,068		813,956
				3,157,783
SINGAPORE 1.5%
Aerospace & Defense 0.1%
Singapore Technologies Engineering Ltd.		214,000		725,632
Airlines 0.0%†
Singapore Airlines Ltd.		75,613		634,271
Commercial Banks 0.5%
DBS Group Holdings Ltd.		231,050		3,114,894
Oversea-Chinese Banking Corp., Ltd.		339,600		2,840,920
United Overseas Bank Ltd.		166,500		2,788,311
				8,744,125
Distributors 0.0%†
Jardine Cycle & Carriage Ltd. (a)		14,604		430,392
Diversified Financial Services 0.0%†
Singapore Exchange Ltd.		91,900		542,178
Diversified Telecommunication Services 0.2%
Singapore Telecommunications Ltd.		1,058,003		3,212,925
Food & Staples Retailing 0.0%†
Olam International Ltd. (a)		189,500		234,441
Food Products 0.1%
Golden Agri-Resources Ltd. (a)		920,771		444,606
Wilmar International Ltd. (a)		271,158		754,237
				1,198,843
Hotels, Restaurants & Leisure 0.1%
Genting Singapore PLC		845,217		1,034,125
Industrial Conglomerates 0.1%
Keppel Corp., Ltd.		192,600		1,680,688
Sembcorp Industries Ltd.		138,243		591,047
				2,271,735
Machinery 0.0%†
Sembcorp Marine Ltd. (a)		117,200		423,982
Media 0.1%
Singapore Press Holdings Ltd. (a)		224,500		767,945
Real Estate Investment Trusts (REITs) 0.1%
Ascendas Real Estate Investment Trust		260,306		494,929
CapitaCommercial Trust (a)		282,000		333,688
CapitaMall Trust (a)		330,800		537,283
				1,365,900
Real Estate Management & Development 0.2%
CapitaLand Ltd. (a)		354,345		887,809
CapitaMalls Asia Ltd.		199,800		324,471
City Developments Ltd. (a)		56,099		464,346

Common Stocks (continued)
	Shares		Market Value
SINGAPORE (continued)
Real Estate Management & Development (continued)
Global Logistic Properties Ltd.		392,000	$	973,064
Keppel Land Ltd.		86,000		256,388
UOL Group Ltd.		65,120		344,671
				3,250,749
Road & Rail 0.0%†
ComfortDelGro Corp., Ltd.		257,620		397,810
Transportation Infrastructure 0.0%†
Hutchison Port Holdings Trust, Class U		727,000		530,558
Wireless Telecommunication Services 0.0%†
StarHub Ltd.		87,181		311,739
				26,077,350
SPAIN 3.3%
Biotechnology 0.0%†
Grifols SA		19,424		796,122
Commercial Banks 1.5%
Banco Bilbao Vizcaya Argentaria SA (a)		752,353		8,792,698
Banco de Sabadell SA		435,910		1,116,935
Banco Popular Espanol SA*		177,995		1,009,654
Banco Santander SA		1,534,682		13,605,370
Bankia SA*		575,259		858,323
CaixaBank		161,247		835,769
				26,218,749
Construction & Engineering 0.1%
ACS Actividades de Construccion y
Servicios SA		21,170		694,485
Ferrovial SA		53,445		1,018,757
				1,713,242
Diversified Telecommunication Services 0.6%
Telefonica SA (a)		550,108		9,681,530
Electric Utilities 0.3%
Acciona SA (a)		3,508		222,381
Iberdrola SA (a)		632,340		3,969,104
Red Electrica Corp. SA		14,160		881,668
				5,073,153
Food & Staples Retailing 0.0%†
Distribuidora Internacional de
Alimentacion SA		84,441		769,847
Gas Utilities 0.1%
Enagas SA		24,882		664,351
Gas Natural SDG SA		46,000		1,084,964
				1,749,315
Information Technology Services 0.1%
Amadeus IT Holding SA, Class A		51,231		1,900,790
Insurance 0.0%†
Mapfre SA		106,107		426,093

63

Statement of Investments (Continued)

October 31, 2013

Nationwide International Index Fund (Continued)

Common Stocks (continued)
	Shares		Market Value
SPAIN (continued)
Machinery 0.0%†
Zardoya Otis SA (a)		22,080	$	384,118
Oil, Gas & Consumable Fuels 0.2%
Repsol SA		113,834		3,051,987
Specialty Retail 0.3%
Industria de Diseno Textil SA (a)		29,253		4,804,482
Transportation Infrastructure 0.1%
Abertis Infraestructuras SA (a)		51,014		1,092,976
				57,662,404
SWEDEN 3.1%
Building Products 0.1%
Assa Abloy AB, Class B		45,111		2,238,279
Capital Markets 0.0%†
Ratos AB, Class B (a)		26,329		227,849
Commercial Banks 0.8%
Nordea Bank AB		380,356		4,865,330
Skandinaviska Enskilda Banken AB, Class A		205,741		2,488,450
Svenska Handelsbanken AB, Class A		67,449		3,050,486
Swedbank AB, Class A		120,370		3,132,791
				13,537,057
Commercial Services & Supplies 0.0%†
Securitas AB, Class B		43,286		493,588
Communications Equipment 0.3%
Telefonaktiebolaget LM Ericsson, Class B		404,401		4,837,128
Construction & Engineering 0.1%
Skanska AB, Class B		52,276		1,006,538
Diversified Financial Services 0.2%
Industrivarden AB, Class C		17,788		316,647
Investment AB Kinnevik, Class B		28,879		1,062,868
Investor AB, Class B		61,288		1,965,028
				3,344,543
Diversified Telecommunication Services 0.2%
TeliaSonera AB		323,094		2,671,663
Electronic Equipment, Instruments & Components 0.1%
Hexagon AB, Class B		31,477		943,832
Health Care Equipment & Supplies 0.1%
Elekta AB, Class B		51,743		764,200
Getinge AB, Class B		26,514		839,969
				1,604,169
Household Durables 0.1%
Electrolux AB Series B		32,933		812,291
Husqvarna AB, Class B		54,120		317,983
				1,130,274
Household Products 0.1%
Svenska Cellulosa AB SCA, Class B		77,761		2,204,618

Common Stocks (continued)
	Shares		Market Value
SWEDEN (continued)
Machinery 0.7%
Alfa Laval AB		43,133	$	983,898
Atlas Copco AB, Class A		86,618		2,399,934
Atlas Copco AB, Class B		54,463		1,353,336
Sandvik AB		144,161		1,947,910
Scania AB, Class B		43,918		880,262
SKF AB, Class B		50,214		1,328,629
Volvo AB, Class B		204,992		2,631,054
				11,525,023
Metals & Mining 0.0%†
Boliden AB		38,637		548,762
Oil, Gas & Consumable Fuels 0.0%†
Lundin Petroleum AB*		31,684		652,951
Specialty Retail 0.3%
Hennes & Mauritz AB, Class B		126,577		5,469,629
Tobacco 0.0%†
Swedish Match AB		26,112		860,987
Wireless Telecommunication Services 0.0%†
Tele2 AB, Class B		45,425		547,527
				53,844,417
SWITZERLAND 9.5%
Beverages 0.1%
Coca-Cola HBC AG, ADR		24,953		720,144
Biotechnology 0.1%
Actelion Ltd.*		14,013		1,084,194
Building Products 0.1%
Geberit AG		5,179		1,547,302
Capital Markets 1.0%
Credit Suisse Group AG REG*		199,655		6,210,861
Julius Baer Group Ltd.*		28,542		1,400,150
Partners Group Holding AG		2,040		528,814
UBS AG*		488,052		9,439,448
				17,579,273
Chemicals 0.5%
EMS-Chemie Holding AG		1,162		423,135
Givaudan SA*		1,112		1,577,025
Sika AG		302		952,040
Syngenta AG		12,339		4,980,226
				7,932,426
Commercial Banks 0.0%†
Banque Cantonale Vaudoise		408		226,711
Construction Materials 0.1%
Holcim Ltd. REG*		30,901		2,298,401
Diversified Financial Services 0.0%†
Pargesa Holding SA		3,723		296,236
Diversified Telecommunication Services 0.1%
Swisscom AG		2,962		1,510,785

64

Statement of Investments (Continued)

October 31, 2013

Nationwide International Index Fund (Continued)

Common Stocks (continued)
	Shares		Market Value
SWITZERLAND (continued)
Electrical Equipment 0.4%
ABB Ltd.*		292,223	$	7,445,133
Energy Equipment & Services 0.1%
Transocean Ltd.		47,366		2,237,004
Food Products 1.9%
Aryzta AG*		10,533		785,788
Barry Callebaut AG*		326		340,605
Lindt & Spruengli AG		13		653,904
Lindt & Spruengli AG – Participation Certificate		123		518,724
Nestle SA REG		433,260		31,274,423
				33,573,444
Health Care Equipment & Supplies 0.1%
Sonova Holding AG*		6,279		817,156
Insurance 0.6%
Baloise Holding AG		6,686		776,739
Swiss Life Holding AG*		4,341		860,735
Swiss Re AG*		46,768		4,105,421
Zurich Insurance Group AG*		19,730		5,451,862
				11,194,757
Life Sciences Tools & Services 0.0%†
Lonza Group AG*		7,299		651,530
Machinery 0.1%
Schindler Holding AG		2,997		426,512
Schindler Holding AG – Participation Certificate		6,695		948,903
Sulzer AG		3,373		527,673
				1,903,088
Marine 0.1%
Kuehne + Nagel International AG(a)		7,408		935,860
Metals & Mining 0.4%
Glencore Xstrata PLC*		1,422,123		7,739,510
Pharmaceuticals 2.9%
Novartis AG REG		309,058		23,989,880
Roche Holding AG		94,384		26,100,519
				50,090,399
Professional Services 0.2%
Adecco SA*		16,674		1,229,604
SGS SA		734		1,717,379
				2,946,983
Real Estate Management & Development 0.0%†
Swiss Prime Site AG*		7,514		568,947
Semiconductors & Semiconductor Equipment 0.0%†
STMicroelectronics NV		81,963		630,461
Textiles, Apparel & Luxury Goods 0.6%
Cie Financiere Richemont SA		72,071		7,369,241
Swatch Group AG (The)		6,038		671,802

Common Stocks (continued)
	Shares		Market Value
SWITZERLAND (continued)
Textiles, Apparel & Luxury Goods (continued)
Swatch Group AG (The)-Bearer Shares		4,013	$	2,563,069
				10,604,112
Trading Companies & Distributors 0.1%
Wolseley PLC		36,896		1,986,149
				166,520,005
UNITED KINGDOM 19.0%
Aerospace & Defense 0.5%
BAE Systems PLC		430,339		3,139,107
Cobham PLC		150,577		695,411
Meggitt PLC		110,605		1,015,375
Rolls-Royce Holdings PLC*		250,940		4,623,069
				9,472,962
Airlines 0.1%
easyJet PLC		22,618		473,783
International Consolidated Airlines Group SA*		129,691		720,246
				1,194,029
Auto Components 0.1%
GKN PLC		223,465		1,316,373
Beverages 1.0%
Diageo PLC		337,474		10,757,820
SABMiller PLC		129,039		6,728,199
				17,486,019
Capital Markets 0.2%
3i Group PLC		136,957		818,551
Aberdeen Asset Management PLC		134,742		956,242
Hargreaves Lansdown PLC		28,806		548,763
ICAP PLC		74,662		461,037
Investec PLC		74,236		519,401
Schroders PLC		13,785		568,940
				3,872,934
Chemicals 0.1%
Croda International PLC		19,236		751,699
Johnson Matthey PLC		28,333		1,363,480
				2,115,179
Commercial Banks 3.0%
Barclays PLC		2,050,580		8,627,746
HSBC Holdings PLC		2,508,478		27,496,291
Lloyds Banking Group PLC*		6,211,440		7,682,304
Royal Bank of Scotland Group PLC*		292,425		1,722,242
Standard Chartered PLC		324,812		7,798,738
				53,327,321
Commercial Services & Supplies 0.2%
Aggreko PLC		37,004		954,195
Babcock International Group PLC		51,091		1,044,761

65

Statement of Investments (Continued)

October 31, 2013

Nationwide International Index Fund (Continued)

Common Stocks (continued)
	Shares		Market Value
UNITED KINGDOM (continued)
Commercial Services & Supplies (continued)
G4S PLC		192,784	$	809,752
Serco Group PLC		70,390		628,996
				3,437,704
Containers & Packaging 0.1%
Rexam PLC		104,997		874,320
Diversified Financial Services 0.0%†
London Stock Exchange Group PLC		23,860		627,136
Diversified Telecommunication Services 0.4%
BT Group PLC		1,057,685		6,399,665
Inmarsat PLC		62,863		725,549
				7,125,214
Electric Utilities 0.2%
SSE PLC		128,258		2,909,554
Energy Equipment & Services 0.1%
AMEC PLC		38,675		729,419
Petrofac Ltd.		35,696		837,196
Subsea 7 SA		35,685		754,696
				2,321,311
Food & Staples Retailing 0.5%
J Sainsbury PLC		167,909		1,062,114
Tesco PLC		1,083,109		6,317,929
WM Morrison Supermarkets PLC		303,709		1,370,343
				8,750,386
Food Products 0.5%
Associated British Foods PLC		46,994		1,708,467
Tate & Lyle PLC		66,075		838,554
Unilever PLC		171,974		6,973,731
				9,520,752
Health Care Equipment & Supplies 0.1%
Smith & Nephew PLC		115,205		1,473,432
Hotels, Restaurants & Leisure 0.4%
Carnival PLC		24,941		886,461
Compass Group PLC		238,221		3,425,906
InterContinental Hotels Group PLC		35,380		1,030,859
Tui Travel PLC		51,558		317,852
Whitbread PLC		24,534		1,349,153
William Hill PLC		121,608		780,780
				7,791,011
Household Durables 0.0%†
Persimmon PLC*		42,693		864,371
Household Products 0.4%
Reckitt Benckiser Group PLC		87,161		6,777,565
Industrial Conglomerates 0.1%
Smiths Group PLC		54,308		1,249,920
Insurance 1.1%
Admiral Group PLC		24,473		501,066
Aviva PLC		391,562		2,810,991

Common Stocks (continued)
	Shares		Market Value
UNITED KINGDOM (continued)
Insurance (continued)
Direct Line Insurance Group PLC		118,211	$	426,464
Legal & General Group PLC		802,123		2,780,008
Old Mutual PLC		658,798		2,147,052
Prudential PLC		343,553		7,025,921
RSA Insurance Group PLC		487,352		1,003,716
Standard Life PLC		316,205		1,783,935
				18,479,153
Machinery 0.3%
CNH Industrial NV*		119,426		1,412,332
IMI PLC		42,357		1,030,502
Invensys PLC		91,104		731,075
Melrose Industries PLC		170,328		873,221
Weir Group PLC (The)		28,491		1,029,046
				5,076,176
Media 0.7%
British Sky Broadcasting Group PLC		140,054		2,104,309
ITV PLC		500,762		1,531,121
Pearson PLC		110,118		2,303,120
Reed Elsevier PLC		155,306		2,175,579
WPP PLC		175,680		3,731,607
				11,845,736
Metals & Mining 1.3%
Anglo American PLC		185,869		4,419,333
Antofagasta PLC		54,377		743,169
BHP Billiton PLC		282,757		8,725,456
Rio Tinto PLC		170,244		8,614,377
Vedanta Resources PLC		11,341		193,228
				22,695,563
Multiline Retail 0.2%
Marks & Spencer Group PLC		210,364		1,696,408
Next PLC		20,683		1,806,184
				3,502,592
Multi-Utilities 0.6%
Centrica PLC		692,898		3,918,849
National Grid PLC		492,729		6,192,007
				10,110,856
Oil, Gas & Consumable Fuels 1.8%
BG Group PLC		456,722		9,316,988
BP PLC		2,554,719		19,831,291
Tullow Oil PLC		122,212		1,847,263
				30,995,542
Pharmaceuticals 1.5%
AstraZeneca PLC		168,310		8,910,365
GlaxoSmithKline PLC		662,771		17,472,219
				26,382,584

66

Statement of Investments (Continued)

October 31, 2013

Nationwide International Index Fund (Continued)

Common Stocks (continued)
	Shares		Market Value
UNITED KINGDOM (continued)
Professional Services 0.1%
Capita PLC		90,971	$	1,438,085
Intertek Group PLC		22,298		1,189,582
				2,627,667
Real Estate Investment Trusts (REITs) 0.3%
British Land Co. PLC		131,397		1,310,477
Hammerson PLC		101,189		857,448
Intu Properties PLC		95,003		523,972
Land Securities Group PLC		102,099		1,618,486
Segro PLC		103,827		543,798
				4,854,181
Semiconductors & Semiconductor Equipment 0.2%
ARM Holdings PLC		186,385		2,920,583
Software 0.0%†
Sage Group PLC (The)		151,073		814,997
Specialty Retail 0.1%
Kingfisher PLC		319,583		1,933,300
Textiles, Apparel & Luxury Goods 0.1%
Burberry Group PLC		58,075		1,427,108
Tobacco 1.1%
British American Tobacco PLC		257,958		14,232,132
Imperial Tobacco Group PLC		130,221		4,861,667
				19,093,799
Trading Companies & Distributors 0.1%
Bunzl PLC		43,937		969,207
Travis Perkins PLC		34,513		1,026,333
				1,995,540
Water Utilities 0.1%
Severn Trent PLC		31,957		953,908
United Utilities Group PLC		94,528		1,069,104
				2,023,012
Wireless Telecommunication Services 1.4%
Vodafone Group PLC		6,547,558		23,982,150
				333,268,032
Total Common Stocks (cost $1,388,078,534)				1,727,398,165
Preferred Stocks 0.6%
	Shares		Market Value
GERMANY 0.6%
Automobiles 0.4%
Bayerische Motoren Werke AG		7,272		607,002
Porsche Automobil Holding SE		20,567		1,920,477
Volkswagen AG		19,445		4,931,417
				7,458,896

Preferred Stocks (continued)
	Shares		Market Value
GERMANY (continued)
Chemicals 0.0%†
Fuchs Petrolub SE		5,064	$	408,848
Household Products 0.2%
Henkel AG & Co. KGaA		23,960		2,586,968
Multi-Utilities 0.0%†
RWE AG (a)		5,832		198,691
UNITED KINGDOM 0.0%†
Aerospace & Defense 0.0%†
Rolls-Royce Holdings PLC, Class C * (b)		21,580,840		34,603
Total Preferred Stocks (cost $6,128,137)				10,688,006
Right 0.0%†
	Number of Rights		Market Value
HONG KONG 0.0%†
Real Estate Management & Development 0.0%†
New World Development Co., Ltd.* (b)		6,487		0
Total Right (cost $—)				0
Mutual Fund 0.1%
	Shares		Market Value
Money Market Fund 0.1%
Fidelity Institutional Money Market Fund – Institutional Class, 0.08% (c)		2,017,370		2,017,370
Total Mutual Fund (cost $2,017,370)				2,017,370
Repurchase Agreements 2.5%
	Principal Amount		Market Value
BNP Paribas Securities Corp., 0.09%, dated 10/31/13, due 11/01/13, repurchase price $10,000,025, collateralized by U.S. Government Agency and Treasury Securities ranging from 0.00%-5.13%, maturing 11/15/13-05/04/37; total market value $10,200,001. (d)	$	10,000,000	$	10,000,000

67

Statement of Investments (Continued)

October 31, 2013

Nationwide International Index Fund (Continued)

Repurchase Agreements (continued)
	Principal Amount		Market Value
Goldman Sachs & Co., 0.10%, dated 10/31/13, due 11/01/13, repurchase price $23,367,897, collateralized by U.S. Government Agency Securities ranging from 2.50%-7.50%, maturing 06/15/23 - 10/20/43; total market value $23,835,189. (d)	$	23,367,832	$	23,367,832
Goldman Sachs & Co., 0.05%, dated 10/30/13, due 11/06/13, repurchase price $10,000,083, collateralized by U.S. Government Treasury Securities ranging from 0.25%-8.13%, maturing 01/31/15-02/15/26; total market value $10,200,004. (d)		10,000,000		10,000,000
Total Repurchase Agreements (cost $43,367,832)				43,367,832
Total Investments (cost $1,439,591,873) (e) — 101.5%				1,783,471,373
Liabilities in excess of other assets — (1.5)%				(26,033,788	)
NET ASSETS — 100.0%			$	1,757,437,585

* Denotes a non-income producing security.

(a) The security or a portion of this security is on loan at October 31, 2013. The total value of securities on loan at October 31, 2013 was $40,947,352.

(b) Fair Valued Security.

(c) Represents 7-day effective yield as of October 31, 2013.

(d) The security was purchased with cash collateral held from securities on loan. The total value of securities purchased with cash collateral as of October 31, 2013 was $43,367,832.

(e) See notes to financial statements for tax unrealized appreciation/(depreciation) of securities.

† Amount rounds to less than 0.1%.

AB Stock Company

Abp Public Company

ADR American Depositary Receipt

AG Stock Corporation

A/S Minimum Capital Public Traded Company

ASA Stock Corporation

BM Limited Liability

CDI Clearing House Electronic Subregister System (CHESS) Depository Interest

CH Switzerland

CVA Dutch Certificate

FDR Fiduciary Depositary Receipt

KGaA Limited Partnership with shares

KK Joint Stock Company

Ltd. Limited

NV Public Traded Company

OYJ Public Traded Company

PLC Public Limited Company

RE Reinsured

REG Registered Shares

REIT Real Estate Investment Trust

RSP Savings Shares

SA Stock Company

SCA Limited partnership with share capital

SCPA Italian consortium joint-stock company

SDR Swedish Depository Receipts

SE European Public Limited Liability Company

SGPS Holding Enterprise

SpA Limited Share Company

At October 31, 2013, the Fund’s open futures contracts were as follows (Note 2):

Number of Contracts	Long Contracts	Expiration		Notional Value Covered by Contracts		Unrealized Appreciation/ (Depreciation)
145	DJ Euro Stoxx 50		12/20/13	$	6,022,368	$	281,363
52	FTSE 100 Index		12/20/13		5,593,332		169,537
49	SGX Nikkei 225 Index		12/12/13		3,577,952		(22,622	)
19	SPI 200 Index		12/19/13		2,431,493		82,952
				$	17,625,145	$	511,230

DJ Dow Jones

FTSE Financial Times Stock Exchange

SGX Singapore Exchange

SPI Schedule Performance Index

At October 31, 2013 the fund had $1,199,000 segregated as collateral with the broker for open futures contract.

The accompanying notes are an integral part of these financial statements.

68

Statement of Assets and Liabilities

October 31, 2013

	Nationwide International Index Fund
Assets:
Investments, at value *(cost $1,396,224,041)	$	1,740,103,541
Repurchase agreements, at value and cost		43,367,832
Total Investments		1,783,471,373
Deposits with broker for futures contracts		1,199,000
Foreign currencies, at value (cost $11,940,215)		11,915,435
Dividends receivable		3,350,348
Security lending income receivable		29,914
Receivable for investments sold		1,156,788
Receivable for capital shares issued		50,018
Reclaims receivable		1,823,951
Prepaid expenses		38,005
Total Assets		1,803,034,832
Liabilities:
Payable for investments purchased		1,164,074
Payable for capital shares redeemed		513,573
Payable for variation margin on futures contracts		343
Payable upon return of securities loaned (Note 2)		43,367,832
Accrued expenses and other payables:
Investment advisory fees		353,958
Fund administration fees		45,345
Distribution fees		42,590
Administrative servicing fees		22,217
Accounting and transfer agent fees		13,078
Trustee fees		3,506
Custodian fees		8,068
Compliance program costs (Note 3)		1,198
Professional fees		39,517
Printing fees		6,688
Other		15,260
Total Liabilities		45,597,247
Net Assets	$	1,757,437,585
Represented by:
Capital	$	1,498,984,558
Accumulated undistributed net investment income		11,124,627
Accumulated net realized losses from investment, futures, and foreign currency transactions		(97,092,222	)
Net unrealized appreciation/(depreciation) from investments		343,879,500
Net unrealized appreciation/(depreciation) from futures contracts (Note 2)		511,230
Net unrealized appreciation/(depreciation) from translation of assets and liabilities denominated in foreign currencies		29,892
Net Assets	$	1,757,437,585

* Includes value of securities on loan of $40,947,352 (Note 2).

69

Statement of Assets and Liabilities (Continued)

October 31, 2013

	Nationwide International Index Fund
Net Assets:
Class A Shares	$	198,132,384
Class B Shares		77,438
Class C Shares		790,140
Class R2 Shares		743,297
Institutional Class Shares		1,557,694,326
Total	$	1,757,437,585
Shares Outstanding (unlimited number of shares authorized):
Class A Shares		23,554,279
Class B Shares		9,423
Class C Shares		98,638
Class R2 Shares		88,233
Institutional Class Shares		184,261,658
Total		208,012,231
Net asset value and redemption price per share (Net assets by class divided by shares outstanding by class, respectively):
Class A Shares (a)	$	8.41
Class B Shares (b)	$	8.22
Class C Shares (c)	$	8.01
Class R2 Shares	$	8.42
Institutional Class Shares	$	8.45
Maximum offering price per share (100%/(100%-maximum sales charge) of net asset value adjusted to the nearest cent):
Class A Shares	$	8.92
Maximum Sales Charge:
Class A Shares		5.75	%

(a) For Class A Shares, the redemption price per share is reduced by 1.00% on sales of shares of original purchases of $1,000,000 or more or that were not subject to a front-end sales charge made within 18 months of the purchase date.

(b) For Class B Shares, the redemption price per share varies by the length of time shares are held.

(c) For Class C Shares, the redemption price per share is reduced by 1.00% for shares held less than one year.

The accompanying notes are an integral part of these financial statements.

70

Statement of Operations

For the Year Ended October 31, 2013

	Nationwide International Index Fund
INVESTMENT INCOME:
Dividend income	$	52,872,378
Income from securities lending (Note 2)		1,254,020
Foreign tax withholding		(3,377,802	)
Total Income		50,748,596
EXPENSES:
Investment advisory fees		3,956,110
Fund administration fees		501,062
Distribution fees Class A		470,080
Distribution fees Class B		1,052
Distribution fees Class C		5,142
Distribution fees Class R2		1,821
Administrative servicing fees Class A		236,526
Registration and filing fees		52,112
Professional fees		195,232
Printing fees		12,444
Trustee fees		57,212
Custodian fees		79,530
Accounting and transfer agent fees		122,292
Compliance program costs (Note 3)		6,043
Recoupment fees (Note 3)		186,529
Other		154,414
Total Expenses		6,037,601
NET INVESTMENT INCOME		44,710,995
REALIZED/UNREALIZED GAINS (LOSSES) FROM INVESTMENTS:
Net realized losses from investment transactions		(1,582,261	)
Net realized gains from futures transactions (Note 2)		3,867,473
Net realized losses from foreign currency transactions (Note 2)		(791,107	)
Net realized gains from investment, futures, and foreign currency transactions		1,494,105
Net change in unrealized appreciation/(depreciation) from investments		337,175,862
Net change in unrealized appreciation/(depreciation) from futures contracts (Note 2)		484,346
Net change in unrealized appreciation/(depreciation) from translation of assets and liabilities denominated in foreign currencies		133,822
Net change in unrealized appreciation/(depreciation) from investments, futures contracts, and translation of assets and liabilities denominated in foreign currencies		337,794,030
Net realized/unrealized gains from investments, futures, foreign currency transactions, and translation of assets and liabilities denominated in foreign currencies		339,288,135
CHANGE IN NET ASSETS RESULTING FROM OPERATIONS	$	383,999,130

The accompanying notes are an integral part of these financial statements.

71

Statements of Changes in Net Assets

	Nationwide International Index Fund
	Year Ended October 31, 2013			Year Ended October 31, 2012
Operations:
Net investment income	$	44,710,995		$	45,903,600
Net realized gains/(losses) from investment, futures, and foreign currency transactions		1,494,105			(71,217,112	)
Net change in unrealized appreciation/(depreciation) from investments, futures contracts, and translation of assets and liabilities denominated in foreign currencies		337,794,030			115,243,965
Change in net assets resulting from operations		383,999,130			89,930,453
Distributions to Shareholders From:
Net investment income:
Class A		(5,392,926	)		(7,161,592	)
Class B		(2,846	)		(2,702	)
Class C		(12,164	)		(9,967	)
Class R2		(7,731	)		(1,541	)
Institutional Class		(46,362,010	)		(34,378,990	)
Net realized gains:
Class A		–			(51,198	)
Class B		–			(20	)
Class C		–			(79	)
Class R2		–			–
Institutional Class		–			(155,069	)
Change in net assets from shareholder distributions		(51,777,677	)		(41,761,158	)
Change in net assets from capital transactions		(67,318,444	)		(114,129,049	)
Change in net assets		264,903,009			(65,959,754	)
Net Assets:
Beginning of year		1,492,534,576			1,558,494,330
End of year	$	1,757,437,585		$	1,492,534,576
Accumulated undistributed net investment income at end of year	$	11,124,627		$	18,431,001
CAPITAL TRANSACTIONS:
Class A Shares
Proceeds from shares issued	$	34,648,365		$	19,237,905
Dividends reinvested		5,256,856			7,129,084
Cost of shares redeemed		(53,204,946	)		(228,591,121	)
Total Class A Shares		(13,299,725	)		(202,224,132	)
Class B Shares
Proceeds from shares issued		7,438			5,389
Dividends reinvested		1,449			1,113
Cost of shares redeemed		(97,721	)		(18,327	)
Total Class B Shares		(88,834	)		(11,825	)
Class C Shares
Proceeds from shares issued		300,916			67,017
Dividends reinvested		7,898			6,955
Cost of shares redeemed		(30,053	)		(263,795	)
Total Class C Shares		278,761			(189,823	)

72

Statements of Changes in Net Assets (Continued)

	Nationwide International Index Fund
	Year Ended October 31, 2013			Year Ended October 31, 2012
CAPITAL TRANSACTIONS: (continued)
Class R2 Shares
Proceeds from shares issued	$	668,741		$	215,447
Dividends reinvested		7,731			1,541
Cost of shares redeemed		(172,128	)		(61,884	)
Total Class R2 Shares		504,344			155,104
Institutional Class Shares
Proceeds from shares issued		136,951,835			256,423,908
Dividends reinvested		46,362,010			34,533,397
Cost of shares redeemed		(238,026,835	)		(202,815,678	)
Total Institutional Class Shares		(54,712,990	)		88,141,627
Change in net assets from capital transactions	$	(67,318,444	)	$	(114,129,049	)
SHARE TRANSACTIONS:
Class A Shares
Issued		4,545,421			2,965,559
Reinvested		714,682			1,166,662
Redeemed		(7,104,916	)		(36,336,431	)
Total Class A Shares		(1,844,813	)		(32,204,210	)
Class B Shares
Issued		1,041			882
Reinvested		203			186
Redeemed		(13,426	)		(2,822	)
Total Class B Shares		(12,182	)		(1,754	)
Class C Shares
Issued		40,211			10,917
Reinvested		1,119			1,193
Redeemed		(4,335	)		(41,777	)
Total Class C Shares		36,995			(29,667	)
Class R2 Shares
Issued		85,269			33,051
Reinvested		1,033			241
Redeemed		(22,520	)		(9,343	)
Total Class R2 Shares		63,782			23,949
Institutional Class Shares
Issued		17,776,551			40,609,643
Reinvested		6,252,106			5,535,183
Redeemed		(30,471,304	)		(29,805,841	)
Total Institutional Class Shares		(6,442,647	)		16,338,985
Total change in shares		(8,198,865	)		(15,872,697	)

Amounts designated as “–” are zero or have been rounded to zero.

The accompanying notes are an integral part of these financial statements.

73

Financial Highlights

Selected data for each share of capital outstanding throughout the periods indicated

Nationwide International Index Fund

			Operations								Distributions																Ratios/Supplemental Data
	Net Asset Value, Beginning of Period		Net Investment Income		Net Realized and Unrealized Gains (Losses) from Investments			Total from Operations			Net Investment Income			Net Realized Gains			Total Distributions			Redemption Fees		Net Asset Value, End of Period		Total Return (a)			Net Assets at End of Period		Ratio of Expenses to Average Net Assets		Ratio of Net Investment Income to Average Net Assets		Ratio of Expenses (Prior to Reimbursements) to Average Net Assets (b)		Portfolio Turnover (c)
Class A Shares
Year Ended October 31, 2013 (d)	$	6.87		0.18		1.58			1.76			(0.22	)		–			(0.22	)		–	$	8.41		26.05%		$	198,132,384		0.70%		2.44%		0.70%		3.72%
Year Ended October 31, 2012 (d)	$	6.69		0.18		0.16			0.34			(0.16	)		–			(0.16	)		–	$	6.87		5.34%		$	174,590,865		0.75%		2.70%		0.76%		26.78%
Year Ended October 31, 2011 (d)	$	7.28		0.19		(0.62	)		(0.43	)		(0.16	)		–			(0.16	)		–	$	6.69		(5.98%	)	$	385,612,863		0.73%		2.61%		0.75%		7.03%
Year Ended October 31, 2010 (d)	$	6.85		0.15		0.46			0.61			(0.18	)		–			(0.18	)		–	$	7.28		9.13%		$	392,041,229		0.74%		2.27%		0.78%		6.43%
Year Ended October 31, 2009 (d)	$	6.33		0.15		1.19			1.34			(0.19	)		(0.63	)		(0.82	)		–	$	6.85		24.50%		$	349,861,598		0.79%		2.52%		0.87%		11.22%
Class B Shares
Year Ended October 31, 2013 (d)	$	6.72		0.12		1.55			1.67			(0.17	)		–			(0.17	)		–	$	8.22		25.27%		$	77,438		1.33%		1.65%		1.33%		3.72%
Year Ended October 31, 2012 (d)	$	6.54		0.15		0.15			0.30			(0.12	)		–			(0.12	)		–	$	6.72		4.83%		$	145,127		1.34%		2.34%		1.35%		26.78%
Year Ended October 31, 2011 (d)	$	7.11		0.15		(0.60	)		(0.45	)		(0.12	)		–			(0.12	)		–	$	6.54		(6.43%	)	$	152,693		1.33%		2.09%		1.35%		7.03%
Year Ended October 31, 2010 (d)	$	6.70		0.10		0.46			0.56			(0.15	)		–			(0.15	)		–	$	7.11		8.55%		$	205,827		1.35%		1.47%		1.39%		6.43%
Year Ended October 31, 2009 (d)	$	6.22		0.11		1.16			1.27			(0.16	)		(0.63	)		(0.79	)		–	$	6.70		23.79%		$	401,295		1.37%		1.93%		1.45%		11.22%
Class C Shares
Year Ended October 31, 2013 (d)	$	6.56		0.12		1.51			1.63			(0.18	)		–			(0.18	)		–	$	8.01		25.27%		$	790,140		1.32%		1.69%		1.32%		3.72%
Year Ended October 31, 2012 (d)	$	6.39		0.14		0.15			0.29			(0.12	)		–			(0.12	)		–	$	6.56		4.76%		$	404,593		1.34%		2.29%		1.35%		26.78%
Year Ended October 31, 2011 (d)	$	6.96		0.15		(0.60	)		(0.45	)		(0.12	)		–			(0.12	)		–	$	6.39		(6.53%	)	$	583,593		1.33%		2.07%		1.35%		7.03%
Year Ended October 31, 2010 (d)	$	6.56		0.11		0.44			0.55			(0.15	)		–			(0.15	)		–	$	6.96		8.55%		$	668,667		1.35%		1.75%		1.39%		6.43%
Year Ended October 31, 2009 (d)	$	6.10		0.10		1.15			1.25			(0.16	)		(0.63	)		(0.79	)		–	$	6.56		23.69%		$	645,429		1.37%		1.83%		1.45%		11.22%
Class R2 Shares(e)
Year Ended October 31, 2013 (d)	$	6.89		0.17		1.57			1.74			(0.21	)		–			(0.21	)		–	$	8.42		25.71%		$	743,297		0.82%		2.27%		0.82%		3.72%
Year Ended October 31, 2012 (d)	$	6.68		0.17		0.18			0.35			(0.14	)		–			(0.14	)		–	$	6.89		5.55%		$	168,392		0.84%		2.65%		0.84%		26.78%
Year Ended October 31, 2011 (d)	$	7.27		0.18		(0.62	)		(0.44	)		(0.15	)		–			(0.15	)		–	$	6.68		(6.12%	)	$	3,355		0.87%		2.47%		0.88%		7.03%
Year Ended October 31, 2010 (d)	$	6.84		0.15		0.45			0.60			(0.17	)		–			(0.17	)		–	$	7.27		9.06%		$	6,181		0.85%		2.17%		0.89%		6.43%
Year Ended October 31, 2009 (d)	$	6.33		0.15		1.17			1.32			(0.18	)		(0.63	)		(0.81	)		–	$	6.84		24.36%		$	5,427		0.87%		2.63%		0.95%		11.22%
Institutional Class Shares
Year Ended October 31, 2013 (d)	$	6.91		0.21		1.57			1.78			(0.24	)		–			(0.24	)		–	$	8.45		26.37%		$	1,557,694,326		0.32%		2.77%		0.32%		3.72%
Year Ended October 31, 2012 (d)	$	6.72		0.22		0.16			0.38			(0.19	)		–			(0.19	)		–	$	6.91		5.93%		$	1,317,225,599		0.34%		3.28%		0.35%		26.78%
Year Ended October 31, 2011 (d)	$	7.31		0.22		(0.62	)		(0.40	)		(0.19	)		–			(0.19	)		–	$	6.72		(5.57%	)	$	1,172,141,826		0.33%		3.03%		0.35%		7.03%
Year Ended October 31, 2010 (d)	$	6.87		0.18		0.46			0.64			(0.20	)		–			(0.20	)		–	$	7.31		9.58%		$	1,191,716,853		0.34%		2.67%		0.38%		6.43%
Year Ended October 31, 2009 (d)	$	6.35		0.18		1.19			1.37			(0.22	)		(0.63	)		(0.85	)		–	$	6.87		24.93%		$	1,110,329,399		0.37%		3.02%		0.45%		11.22%

Amounts designated as “–” are zero or have been rounded to zero.

(a) Excludes sales charge.

(b) During the period certain fees may have been waived and/or reimbursed. If such waivers/reimbursements had not occurred, the ratios would have been as indicated.

(c) Portfolio turnover is calculated on the basis of the Fund as a whole without distinguishing among the classes of shares.

(d) Per share calculations were performed using average shares method.

(e) Effective February 28, 2009, Class R Shares were renamed Class R2 Shares.

The accompanying notes are an integral part of these financial statements.

74

Fund Commentary Nationwide Mid Cap Market Index Fund

For the annual period ended October 31, 2013, the Nationwide Mid Cap Market Index Fund (Institutional Class) returned 33.23% versus 33.48% for its benchmark, the S&P MidCap 400® (S&P 400) Index. For broader comparison, the median return for the Fund’s closest Lipper peer category of Mid-Cap Core Funds (consisting of 367 funds as of October 31, 2013) was 32.86% for the same time period.

Mid-cap stocks performed well during the annual period, with the S&P MidCap 400® Index outperforming the broader S&P 500® by 6.05%. U.S. mid cap stocks advanced late in the reporting period as the tenor of the U.S. central bank served to orchestrate a calmer tone in financial markets while the outlook for the global economy improved.

Risk markets globally began 2013 with a powerful relief rally after the United States averted the worst of its fiscal cliff situation with a last-minute tax deal struck on New Year’s Day. The rally stalled in February, however, as economic momentum slowed and investors weighed the global impact of the inevitable U.S. government spending cuts. Later in the first quarter, financial markets were rattled by a stalemate presidential election in Italy and a severe banking crisis in Cyprus, reminding investors that Europe was still quite vulnerable to political instability, and the region’s debt and banking problems were far from resolved.

U.S. stocks persevered through these flare-ups in the eurozone as investors’ risk appetite was largely supported by the continuation of accommodative monetary policy from the U.S. Federal Reserve. Equities broadly advanced as increased global liquidity kept interest rates low and investors turned to riskier asset classes in search of yield. As the year progressed, the markets became increasingly dominated by speculation around the future direction of monetary policy. Sluggish global growth, ironically, was conducive to positive equity market performance. Although disappointing economic reports caused financial market volatility to rise, the weak data also afforded investors some comfort that the central bank would continue to maintain its accommodative stance.

However, after peaking in late May, U.S. stock markets recoiled in response to comments from the U.S. Federal Reserve, which had hinted that a change in its policy stance was on the horizon. Volatility picked up considerably and equities broadly declined during the remainder of the period due to concerns about the potential impact tighter monetary policy would have on financial markets and economic growth.

While rhetoric from the U.S. Federal Reserve about tapering (gradually reducing) its bond-buying stimulus program was the catalyst for the sell-off in equity markets, indicators that global growth was continuing to slow (with the exception of Japan) proved to be another source of investor anxiety. The U.S. recovery showed signs of weakening.

September was surprisingly positive for stocks as some key risks eased. For one, the Fed defied market expectations with its decision to maintain the existing pace of its asset purchase program. Additionally, many investors were relieved when the more hawkish candidate to become the next Fed Chairman, Larry Summers, withdrew from the race. Elsewhere, the crisis in Syria abated enough that foreign military intervention seemed less likely to be warranted. These favorable developments resulted in U.S. stock market gains for the month even though prices declined in the final week, a time when investors turned their focus to political brinksmanship over U.S. fiscal policy negotiations, which ultimately led to a government shutdown at the close of the period.

Subadviser:

BlackRock Investment Management, LLC

Portfolio Managers:

Christopher Bliss, Edward Corallo and Greg Savage

The Fund seeks to match the performance of an index. Correlation between Fund performance and index performance may be affected by Fund expenses, index composition changes, and the timing of Fund share purchases and redemptions. The Fund is subject to the risks of investing in equity securities and risks associated with investing in stocks of mid-sized companies. High double-digit returns are unusual and cannot be sustained. Please refer to the summary prospectus for a more detailed explanation of the Fund’s principal risks.

A description of the benchmarks can be found on the Market Index Definitions page at the back of this book.

75

Fund Overview Nationwide Mid Cap Market Index Fund

Objective

The Fund seeks to match the performance of the S&P MidCap 400® Index as closely as possible before the deduction of Fund expenses.

Asset Allocation†

Common Stocks	99.0%
Repurchase Agreements	7.7%
Mutual Fund	1.0%
Liabilities in excess of other assets††	(7.7)%
	100.0%

Top Industries †††

Real Estate Investment Trusts (REITs)	8.5%
Machinery	4.9%
Insurance	4.6%
Commercial Banks	4.2%
Software	4.0%
Specialty Retail	3.9%
Information Technology Services	3.6%
Health Care Providers & Services	3.0%
Energy Equipment & Services	2.8%
Oil, Gas & Consumable Fuels	2.8%
Other Industries *	57.7%
	100.0%

Top Holdings †††

Fidelity Institutional Money Market Fund—Institutional Class	0.9%
Alliance Data Systems Corp.	0.7%
Affiliated Managers Group, Inc.	0.6%
Tractor Supply Co.	0.6%
LKQ Corp.	0.6%
Henry Schein, Inc.	0.6%
Oceaneering International, Inc.	0.6%
HollyFrontier Corp.	0.6%
Cimarex Energy Co.	0.6%
Church & Dwight Co., Inc.	0.6%
Other Holdings *	93.6%
	100.0%

† Percentages indicated are based upon net assets as of October 31, 2012.

†† Please refer to the Statement of Assets and Liabilities for additional details.

††† Percentages indicated are based upon total investments as of October 31, 2012.

* For purposes of listing top industries and top holdings, the repurchase agreements are included as part of Other.

76

Fund Performance Nationwide Mid Cap Market Index Fund

Average Annual Total Return

(For periods ended October 31, 2013)		1 Yr.		5 Yr.		10 Yr.
Class A	w/o SC1		32.63%		18.76%		9.64%
	w/SC2		24.99%		17.37%		9.00%
Class B	w/o SC1		32.05%		18.10%		9.00%
	w/SC3		27.05%		17.89%		9.00%
Class C	w/o SC1		31.93%		18.06%		8.98%
	w/SC4		30.93%		18.06%		8.98%
Class R25,6,7			32.52%		18.62%		9.59%
Institutional Class5			33.23%		19.23%		10.08%

Expense Ratios

	Expense Ratio*
Class A	0.71%
Class B	1.31%
Class C	1.31%
Class R2	0.96%
Institutional Class	0.31%

*Current effective prospectus dated March 1, 2013. Please see the Fund’s most recent prospectus for details.

All figures showing the effect of a sales charge (SC) reflect the maximum charge possible, because it has the most significant effect on performance data.

¹  These returns do not reflect the effects of SCs.

²  A 5.75% front-end sales charge was deducted.

³  A 5.00% maximum contingent deferred sales charge (CDSC) was deducted. The CDSC declines to 0% after 6 years and is not deducted from returns after 6 years.

⁴  A 1.00% CDSC was deducted from the one year return because it is charged when you sell Class C shares within the first year after purchase.

⁵  Not subject to any SCs.

⁶  Effective February 28, 2009, Class R Shares were renamed Class R2 Shares.

⁷  These returns until the creation of Class R2 shares (03/09/07) include the previous performance of the Fund’s Class A shares. Excluding the effect of any fee waivers or reimbursements, such prior performance is similar to what Class R2 shares would have produced because both classes invest in the same portfolio of securities. The performance of Class R2 shares has been restated to reflect differences in SCs, but does not reflect the higher level of other fees applicable to such class; if these fees were reflected, the performance for Class R2 shares would have been lower.

77

Fund Performance (con’t.) Nationwide Mid Cap Market Index Fund

Performance of a $10,000 Investment

Investment return and principal value will fluctuate, and when redeemed, shares may be worth more or less than original cost. Past performance is no guarantee of future results and does not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares. Investing in mutual funds involves market risk, including loss of principal. Performance returns assume the reinvestment of all distributions.

Comparative performance of $10,000 invested in Institutional Class shares of the Nationwide Mid Cap Market Index Fund versus the S&P MidCap 400^® (S&P 400^®) Index and the Consumer Price Index (CPI) over the 10-year period ended 10/31/13. Unlike the Fund, the returns for these unmanaged indexes do not reflect any fees, expenses, or sales charges. Investors cannot invest directly in market indexes. A description of the benchmarks can be found on the Market Index Definitions page at the back of this book.

78

Shareholder Expense Example Nationwide Mid Cap Market Index Fund

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, including sales charges (loads) paid on purchase payments and redemption fees; and (2) ongoing costs, including investment advisory fees, administration fees, distribution fees and other Fund expenses. The examples below are intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds. Per Securities and Exchange Commission (“SEC”) requirements, the examples assume that you had a $1,000 investment in the Class at the beginning of the reporting period (May 1, 2013) and continued to hold your shares at the end of the reporting period (October 31, 2013).

Actual Expenses

For each Class of the Fund in the table below, the first line provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid from May 1, 2013 through October 31, 2013. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line of each Class under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.

Hypothetical Expenses for Comparison Purposes

The second line of each Class in the table below provides information about hypothetical account values and hypothetical expenses based on the Class’ actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Class’ actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period from May 1, 2013 through October 31, 2013. You may use this information to compare the ongoing costs of investing in the Class of the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transaction costs, such as sales charges (loads) or redemption fees. If these transaction costs were included, your costs would have been higher. Therefore, the second line for each Class in the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. The examples also assume all dividends and distributions are reinvested.

Schedule of Shareholder Expenses

Expense Analysis of a $1,000 Investment

Nationwide Mid Cap Market Index Fund October 31, 2013			Beginning Account Value  ($) 05/01/13	Ending Account Value ($) 10/31/13	Expenses Paid During Period ($) 05/01/13 -  10/31/13	Expense Ratio During Period (%) 05/01/13 -  10/31/13
Class A Shares	Actual	a	1,000.00	1,115.90	3.63	0.68
	Hypothetical	a,b	1,000.00	1,021.78	3.47	0.68
Class B Shares	Actual	a	1,000.00	1,113.90	6.82	1.28
	Hypothetical	a,b	1,000.00	1,018.75	6.51	1.28
Class C Shares	Actual	a	1,000.00	1,113.30	6.82	1.28
	Hypothetical	a,b	1,000.00	1,018.75	6.51	1.28
Class R2 Shares	Actual	a	1,000.00	1,116.00	4.16	0.78
	Hypothetical	a,b	1,000.00	1,021.27	3.97	0.78
Institutional Class Shares	Actual	a	1,000.00	1,118.70	1.50	0.28
	Hypothetical	a,b	1,000.00	1,023.79	1.43	0.28

a Expenses are equal to the Fund’s annualized expense ratio multiplied by the average account value from May 1, 2013 through October 31, 2013 multiplied to reflect one-half year period. The expense ratio presented represents a six-month, annualized ratio in accordance with Securities and Exchange Commission guidelines.

b Represents the hypothetical 5% return before expenses.

79

Statement of Investments

October 31, 2013

Nationwide Mid Cap Market Index Fund

Common Stocks 99.0%
	Shares		Market Value
Aerospace & Defense 1.6%
Alliant Techsystems, Inc.		26,263	$	2,859,253
B/E Aerospace, Inc.*		80,715		6,550,829
Esterline Technologies Corp.*		25,734		2,062,837
Exelis, Inc.		154,434		2,546,617
Huntington Ingalls Industries, Inc.		40,821		2,920,742
Triumph Group, Inc.		42,647		3,055,658
				19,995,936
Air Freight & Logistics 0.1%
UTi Worldwide, Inc.		74,677		1,135,090
Airlines 0.4%
Alaska Air Group, Inc.		57,238		4,044,437
JetBlue Airways Corp.* (a)		178,136		1,262,984
				5,307,421
Auto Components 0.3%
Gentex Corp.		118,290		3,482,458
Automobiles 0.2%
Thor Industries, Inc.		36,553		2,120,440
Biotechnology 0.5%
Cubist Pharmaceuticals, Inc.*		54,149		3,357,238
United Therapeutics Corp.*		37,662		3,333,840
				6,691,078
Building Products 0.7%
Fortune Brands Home & Security, Inc.		136,077		5,862,197
Lennox International, Inc.		37,667		2,940,286
				8,802,483
Capital Markets 2.6%
Affiliated Managers Group, Inc.*		43,319		8,552,903
Apollo Investment Corp.		184,399		1,572,924
Eaton Vance Corp.		99,477		4,159,133
Federated Investors, Inc., Class B (a)		77,242		2,094,803
Greenhill & Co., Inc.		21,412		1,098,436
Janus Capital Group, Inc.		122,665		1,210,704
Raymond James Financial, Inc.		100,888		4,605,537
SEI Investments Co.		118,734		3,940,781
Waddell & Reed Financial, Inc., Class A		70,265		4,338,864
				31,574,085
Chemicals 2.8%
Albemarle Corp.		66,712		4,415,667
Ashland, Inc.		58,950		5,455,822
Cabot Corp.		48,715		2,270,606
Cytec Industries, Inc.		29,924		2,486,385
Intrepid Potash, Inc. (a)		45,674		678,259
Minerals Technologies, Inc.		28,447		1,610,954
NewMarket Corp. (a)		9,388		2,923,048
Olin Corp. (a)		65,806		1,481,293
RPM International, Inc.		108,925		4,217,576

Common Stocks (continued)
	Shares		Market Value
Chemicals (continued)
Scotts Miracle-Gro Co. (The), Class A		36,038	$	2,116,151
Sensient Technologies Corp.		41,051		2,139,989
Valspar Corp. (The)		66,033		4,620,329
				34,416,079
Commercial Banks 4.5%
Associated Banc-Corp.		136,109		2,213,132
BancorpSouth, Inc.		68,745		1,519,265
Bank of Hawaii Corp.		36,578		2,120,792
Cathay General Bancorp		60,207		1,482,898
City National Corp.		38,788		2,797,003
Commerce Bancshares, Inc.		63,218		2,908,660
Cullen/Frost Bankers, Inc.		42,942		3,039,864
East West Bancorp, Inc.		112,905		3,803,770
First Horizon National Corp.		197,293		2,101,171
First Niagara Financial Group, Inc.		290,265		3,201,623
FirstMerit Corp.		135,335		3,039,624
Fulton Financial Corp.		158,986		1,941,219
Hancock Holding Co.		67,264		2,204,914
International Bancshares Corp.		46,896		1,071,574
Prosperity Bancshares, Inc.		46,018		2,873,824
Signature Bank*		38,750		3,945,525
SVB Financial Group*		37,349		3,577,287
Synovus Financial Corp.		802,252		2,607,319
TCF Financial Corp.		134,934		2,048,298
Trustmark Corp.		55,129		1,497,304
Valley National Bancorp (a)		163,633		1,595,422
Webster Financial Corp.		74,052		2,065,310
Westamerica Bancorporation (a)		21,980		1,131,530
				54,787,328
Commercial Services & Supplies 1.8%
Brink’s Co. (The)		39,592		1,243,189
Clean Harbors, Inc.*		45,226		2,792,705
Copart, Inc.*		91,545		2,950,495
Deluxe Corp.		41,341		1,946,748
Herman Miller, Inc.		48,161		1,461,205
HNI Corp.		37,252		1,447,240
Mine Safety Appliances Co.		25,928		1,248,692
Rollins, Inc.		52,668		1,455,744
RR Donnelley & Sons Co. (a)		149,012		2,767,153
Waste Connections, Inc.		101,231		4,326,613
				21,639,784
Communications Equipment 0.8%
ADTRAN, Inc.		47,705		1,120,113
Ciena Corp.* (a)		84,595		1,968,526
InterDigital, Inc.		33,801		1,309,789
Plantronics, Inc.		35,980		1,544,981
Polycom, Inc.* (a)		116,550		1,212,120
Riverbed Technology, Inc.*		134,726		1,996,639
				9,152,168

80

Statement of Investments (Continued)

October 31, 2013

Nationwide Mid Cap Market Index Fund (Continued)

Common Stocks (continued)
	Shares		Market Value
Computers & Peripherals 1.1%
3D Systems Corp.* (a)		77,472	$	4,821,857
Diebold, Inc.		52,394		1,569,724
Lexmark International, Inc., Class A		51,352		1,825,564
NCR Corp.*		136,076		4,973,578
				13,190,723
Construction & Engineering 0.9%
AECOM Technology Corp.*		82,601		2,625,060
Granite Construction, Inc.		29,582		956,978
KBR, Inc.		121,332		4,190,807
URS Corp.		61,401		3,329,162
				11,102,007
Construction Materials 0.6%
Eagle Materials, Inc.		40,646		3,048,856
Martin Marietta Materials, Inc.		37,911		3,718,690
				6,767,546
Containers & Packaging 1.7%
AptarGroup, Inc.		54,348		3,486,968
Greif, Inc., Class A		24,991		1,336,769
Packaging Corp. of America		80,580		5,018,522
Rock Tenn Co., Class A		58,989		6,312,413
Silgan Holdings, Inc.		35,847		1,615,624
Sonoco Products Co.		82,336		3,346,135
				21,116,431
Distributors 0.7%
LKQ Corp.*		245,987		8,124,951
Diversified Consumer Services 0.9%
Apollo Group, Inc., Class A*		81,461		2,174,194
DeVry, Inc.		46,510		1,669,709
Matthews International Corp., Class A		22,535		914,921
Regis Corp.		35,729		518,070
Service Corp. International		173,786		3,129,886
Sotheby’s		56,040		2,908,476
				11,315,256
Diversified Financial Services 0.6%
CBOE Holdings, Inc.		71,909		3,487,587
MSCI, Inc.*		99,173		4,043,283
				7,530,870
Diversified Telecommunication Services 0.3%
tw telecom, inc.*		119,362		3,762,290
Electric Utilities 2.0%
Cleco Corp.		49,580		2,297,537
Great Plains Energy, Inc.		126,098		2,955,737
Hawaiian Electric Industries, Inc. (a)		81,310		2,160,407
IDACORP, Inc.		41,205		2,126,178
NV Energy, Inc.		193,126		4,584,811
OGE Energy Corp.		162,592		5,999,645

Common Stocks (continued)
	Shares		Market Value
Electric Utilities (continued)
PNM Resources, Inc.		65,363	$	1,563,483
Westar Energy, Inc. (a)		104,152		3,292,245
				24,980,043
Electrical Equipment 1.0%
Acuity Brands, Inc.		35,118		3,529,710
General Cable Corp.		40,838		1,344,795
Hubbell, Inc., Class B		44,247		4,758,322
Regal-Beloit Corp.		36,953		2,709,764
				12,342,591
Electronic Equipment, Instruments & Components 2.0%
Arrow Electronics, Inc.*		82,092		3,942,058
Avnet, Inc.		112,435		4,463,669
Ingram Micro, Inc., Class A*		125,259		2,902,251
Itron, Inc.*		32,123		1,370,688
National Instruments Corp.		79,832		2,319,120
Tech Data Corp.*		30,983		1,612,975
Trimble Navigation Ltd.*		210,434		6,012,099
Vishay Intertechnology, Inc.*		108,417		1,330,277
				23,953,137
Energy Equipment & Services 3.1%
Atwood Oceanics, Inc.*		47,208		2,508,161
CARBO Ceramics, Inc. (a)		16,285		2,041,162
Dresser-Rand Group, Inc.*		62,523		3,799,523
Dril-Quip, Inc.*		33,276		3,907,268
Helix Energy Solutions Group, Inc.*		80,667		1,908,581
Oceaneering International, Inc.		88,683		7,616,096
Oil States International, Inc.*		45,214		4,911,597
Patterson-UTI Energy, Inc.		120,831		2,931,360
Superior Energy Services, Inc.*		130,823		3,509,981
Tidewater, Inc.		40,585		2,444,029
Unit Corp.*		35,855		1,843,305
				37,421,063
Food & Staples Retailing 0.5%
Harris Teeter Supermarkets, Inc.		40,566		2,000,715
SUPERVALU, Inc.* (a)		160,955		1,131,514
United Natural Foods, Inc.*		40,440		2,889,438
				6,021,667
Food Products 2.1%
Dean Foods Co.*		77,089		1,503,235
Flowers Foods, Inc.		143,484		3,635,885
Green Mountain Coffee Roasters, Inc.* (a)		107,484		6,751,070
Hillshire Brands Co.		100,913		3,312,974
Ingredion, Inc.		63,567		4,180,166
Lancaster Colony Corp.		15,923		1,321,450
Post Holdings, Inc.*		26,833		1,152,477
Tootsie Roll Industries, Inc. (a)		16,601		531,232
WhiteWave Foods Co., Class A*		141,937		2,840,159
				25,228,648

81

Statement of Investments (Continued)

October 31, 2013

Nationwide Mid Cap Market Index Fund (Continued)

Common Stocks (continued)
	Shares		Market Value
Gas Utilities 1.4%
Atmos Energy Corp.		74,322	$	3,290,235
National Fuel Gas Co.		68,549		4,904,681
Questar Corp.		143,569		3,396,843
UGI Corp.		93,547		3,870,039
WGL Holdings, Inc.		42,447		1,910,539
				17,372,337
Health Care Equipment & Supplies 2.6%
Cooper Cos., Inc. (The)		40,124		5,184,422
Hill-Rom Holdings, Inc.		48,074		1,984,975
Hologic, Inc.*		221,704		4,963,953
IDEXX Laboratories, Inc.* (a)		43,055		4,643,912
Masimo Corp.		42,187		1,080,831
ResMed, Inc. (a)		116,439		6,024,554
STERIS Corp.		48,463		2,190,043
Teleflex, Inc.		33,725		3,108,770
Thoratec Corp.*		47,194		2,038,309
				31,219,769
Health Care Providers & Services 3.2%
Community Health Systems, Inc.		77,730		3,391,360
Health Management Associates, Inc., Class A*		213,385		2,735,596
Health Net, Inc.*		65,121		1,979,678
Henry Schein, Inc.*		70,891		7,970,275
LifePoint Hospitals, Inc.*		38,997		2,013,805
MEDNAX, Inc.*		41,505		4,524,875
Omnicare, Inc.		84,781		4,675,672
Owens & Minor, Inc. (a)		51,922		1,942,921
Universal Health Services, Inc., Class B		73,249		5,900,940
VCA Antech, Inc.*		72,687		2,067,945
WellCare Health Plans, Inc.*		35,716		2,381,543
				39,584,610
Health Care Technology 0.3%
Allscripts Healthcare Solutions, Inc.*		129,858		1,795,936
HMS Holdings Corp.*		72,037		1,522,142
				3,318,078
Hotels, Restaurants & Leisure 1.6%
Bally Technologies, Inc.*		31,894		2,332,727
Bob Evans Farms, Inc.		22,351		1,276,019
Brinker International, Inc.		54,315		2,412,672
Cheesecake Factory, Inc. (The)		40,692		1,922,697
Domino’s Pizza, Inc.		45,633		3,060,149
International Speedway Corp., Class A		22,925		749,877
Life Time Fitness, Inc.*		32,356		1,469,610
Panera Bread Co., Class A*		22,975		3,628,212
Scientific Games Corp., Class A*		39,741		726,465
Wendy’s Co. (The) (a)		232,284		2,018,548
				19,596,976

Common Stocks (continued)
	Shares		Market Value
Household Durables 2.2%
Jarden Corp.*		96,919	$	5,365,436
KB Home (a)		68,098		1,155,623
M.D.C. Holdings, Inc.		32,103		937,087
Mohawk Industries, Inc.*		49,929		6,611,598
NVR, Inc.*		3,493		3,204,199
Tempur Sealy International, Inc.* (a)		49,581		1,901,431
Toll Brothers, Inc.*		124,613		4,097,275
Tupperware Brands Corp.		42,373		3,798,740
				27,071,389
Household Products 1.0%
Church & Dwight Co., Inc.		113,576		7,399,477
Energizer Holdings, Inc.		51,048		5,008,319
				12,407,796
Industrial Conglomerates 0.3%
Carlisle Cos., Inc.		52,309		3,801,818
Information Technology Services 3.9%
Acxiom Corp.*		60,763		2,019,155
Alliance Data Systems Corp.* (a)		39,951		9,470,784
Broadridge Financial Solutions, Inc.		97,566		3,430,421
Convergys Corp.		85,030		1,678,492
CoreLogic, Inc.*		78,420		2,609,033
DST Systems, Inc.		24,709		2,094,582
Gartner, Inc.*		76,372		4,502,129
Global Payments, Inc.		61,931		3,683,656
Jack Henry & Associates, Inc.		69,910		3,817,785
Leidos Holdings, Inc.		59,711		2,811,791
Lender Processing Services, Inc.		69,967		2,415,261
ManTech International Corp., Class A (a)		19,558		546,451
NeuStar, Inc., Class A*		52,069		2,391,008
Science Applications International Corp.		34,120		1,202,730
VeriFone Systems, Inc.*		89,600		2,030,336
WEX, Inc.*		31,860		2,974,131
				47,677,745
Insurance 4.9%
Alleghany Corp.*		13,793		5,591,958
American Financial Group, Inc.		58,322		3,281,196
Arthur J. Gallagher & Co.		104,684		4,967,256
Aspen Insurance Holdings Ltd.		55,381		2,160,413
Brown & Brown, Inc.		97,424		3,110,748
Everest Re Group Ltd.		39,844		6,125,617
Fidelity National Financial, Inc., Class A (a)		200,440		5,642,386
First American Financial Corp.		87,762		2,269,525
Hanover Insurance Group, Inc. (The)		35,930		2,103,342
HCC Insurance Holdings, Inc.		82,071		3,746,541
Kemper Corp.		42,906		1,588,380
Mercury General Corp.		28,430		1,323,701
Old Republic International Corp.		198,122		3,326,468
Primerica, Inc.		44,862		1,926,823
Protective Life Corp.		64,364		2,965,893
Reinsurance Group of America, Inc.		58,165		4,140,185

82

Statement of Investments (Continued)

October 31, 2013

Nationwide Mid Cap Market Index Fund (Continued)

Common Stocks (continued)
	Shares		Market Value
Insurance (continued)
StanCorp Financial Group, Inc.		36,428	$	2,145,609
W.R. Berkley Corp.		89,863		3,945,884
				60,361,925
Internet & Catalog Retail 0.1%
HSN, Inc.		27,475		1,439,690
Internet Software & Services 1.2%
AOL, Inc.*		62,971		2,282,069
Equinix, Inc.*		40,454		6,532,512
Rackspace Hosting, Inc.* (a)		93,394		4,784,575
ValueClick, Inc.* (a)		57,229		1,099,369
				14,698,525
Leisure Equipment & Products 0.6%
Polaris Industries, Inc.		52,489		6,873,435
Life Sciences Tools & Services 1.4%
Bio-Rad Laboratories, Inc., Class A*		16,434	$	2,029,928
Charles River Laboratories International, Inc.*		40,245		1,980,456
Covance, Inc.*		45,829		4,090,697
Mettler-Toledo International, Inc.*		24,546		6,074,153
Techne Corp.		27,172		2,374,561
				16,549,795
Machinery 5.3%
AGCO Corp.		74,182		4,330,745
CLARCOR, Inc.		40,923		2,393,177
Crane Co.		40,008		2,540,508
Donaldson Co., Inc.		110,834		4,390,135
Graco, Inc.		50,311		3,887,028
Harsco Corp.		66,178		1,845,043
IDEX Corp.		67,028		4,634,986
ITT Corp.		74,051		2,942,046
Kennametal, Inc.		63,834		2,936,364
Lincoln Electric Holdings, Inc.		67,389		4,666,014
Nordson Corp.		49,496		3,568,167
Oshkosh Corp.*		71,317		3,393,976
SPX Corp.		37,144		3,369,332
Terex Corp.*		91,263		3,189,642
Timken Co.		65,426		3,455,147
Trinity Industries, Inc. (a)		64,457		3,263,458
Valmont Industries, Inc.		21,952		3,084,256
Wabtec Corp.		78,919		5,144,730
Woodward, Inc.		49,669		1,991,230
				65,025,984
Marine 0.4%
Kirby Corp.*		46,540		4,118,325
Matson, Inc.		35,082		950,371
				5,068,696

Common Stocks (continued)
	Shares		Market Value
Media 1.4%
AMC Networks, Inc., Class A*		48,594	$	3,405,953
Cinemark Holdings, Inc.		85,132		2,793,181
DreamWorks Animation SKG, Inc., Class A*		58,420		2,000,301
John Wiley & Sons, Inc., Class A		38,003		1,911,171
Lamar Advertising Co., Class A*		53,473		2,444,251
Meredith Corp.		30,365		1,557,724
New York Times Co. (The), Class A (a)		103,050		1,425,182
Scholastic Corp.		21,144		606,621
Valassis Communications, Inc. (a)		30,955		846,929
				16,991,313
Metals & Mining 1.5%
Carpenter Technology Corp.		43,366		2,572,905
Commercial Metals Co.		95,982		1,762,229
Compass Minerals International, Inc.		27,441		2,043,531
Reliance Steel & Aluminum Co.		63,118		4,625,918
Royal Gold, Inc.		53,339		2,562,406
Steel Dynamics, Inc.		181,042		3,253,325
Worthington Industries, Inc.		43,363		1,757,936
				18,578,250
Multiline Retail 0.3%
Big Lots, Inc.*		47,818	$	1,738,662
Saks, Inc.*		83,808		1,340,090
				3,078,752
Multi-Utilities 1.1%
Alliant Energy Corp.		90,951		4,749,461
Black Hills Corp.		36,521		1,852,345
MDU Resources Group, Inc.		154,806		4,610,123
Vectren Corp.		67,514		2,357,589
				13,569,518
Office Electronics 0.2%
Zebra Technologies Corp., Class A*		41,647		2,011,967
Oil, Gas & Consumable Fuels 3.0%
Alpha Natural Resources, Inc.*		181,818		1,272,726
Arch Coal, Inc. (a)		174,345		739,223
Bill Barrett Corp.* (a)		40,050		1,108,184
Cimarex Energy Co.		70,904		7,469,736
Energen Corp.		59,210		4,637,327
Gulfport Energy Corp.*		63,405		3,721,239
HollyFrontier Corp.		163,766		7,543,062
Rosetta Resources, Inc.*		50,118		3,004,073
SM Energy Co.		54,870		4,862,031
World Fuel Services Corp.		59,687		2,277,059
				36,634,660
Paper & Forest Products 0.3%
Domtar Corp.		26,748		2,265,823
Louisiana-Pacific Corp.*		115,090		1,957,681
				4,223,504

83

Statement of Investments (Continued)

October 31, 2013

Nationwide Mid Cap Market Index Fund (Continued)

Common Stocks (continued)
	Shares		Market Value
Pharmaceuticals 0.8%
Endo Health Solutions, Inc.*		93,628	$	4,094,352
Mallinckrodt PLC*		47,278		1,986,149
Salix Pharmaceuticals Ltd.*		50,568		3,628,254
				9,708,755
Professional Services 1.2%
Corporate Executive Board Co. (The)		27,555		2,008,759
FTI Consulting, Inc.*		33,452		1,357,482
Manpowergroup, Inc.		64,179		5,012,380
Towers Watson & Co., Class A		52,759		6,057,261
				14,435,882
Real Estate Investment Trusts (REITs) 9.2%
Alexandria Real Estate Equities, Inc.		58,570		3,852,735
American Campus Communities, Inc.		85,917		2,969,292
BioMed Realty Trust, Inc.		157,542		3,138,237
BRE Properties, Inc.		63,271		3,455,229
Camden Property Trust		69,896		4,487,323
Corporate Office Properties Trust		71,669		1,763,057
Corrections Corp. of America		94,868		3,510,116
Duke Realty Corp.		266,471		4,415,424
Equity One, Inc.		51,928		1,251,984
Essex Property Trust, Inc.		31,178		5,019,658
Extra Space Storage, Inc.		86,972		3,999,842
Federal Realty Investment Trust		53,852		5,579,067
Highwoods Properties, Inc.		73,678		2,843,971
Home Properties, Inc.		46,632		2,812,376
Hospitality Properties Trust		114,511		3,364,333
Kilroy Realty Corp.		66,587		3,539,765
Liberty Property Trust		117,129		4,356,027
Mack-Cali Realty Corp.		72,215		1,484,740
Mid-America Apartment Communities, Inc.		61,039		4,052,990
National Retail Properties, Inc.		99,372		3,418,397
Omega Healthcare Investors, Inc.		96,068		3,193,300
Potlatch Corp.		33,262		1,358,087
Rayonier, Inc.		103,382		4,861,022
Realty Income Corp.		160,741		6,694,863
Regency Centers Corp.		75,667		3,908,957
Senior Housing Properties Trust		154,210		3,799,734
SL Green Realty Corp.		75,315		7,122,540
Taubman Centers, Inc.		52,340		3,443,449
UDR, Inc.		205,548		5,099,646
Weingarten Realty Investors		91,990		2,918,843
				111,715,004
Real Estate Management & Development 0.4%
Alexander & Baldwin, Inc.*		35,361		1,308,357
Jones Lang LaSalle, Inc.		36,433		3,468,422
				4,776,779
Road & Rail 1.1%
Con-way, Inc.		46,343		1,909,332
Genesee & Wyoming, Inc., Class A*		35,007		3,495,099

Common Stocks (continued)
	Shares		Market Value
Road & Rail (continued)
J.B. Hunt Transport Services, Inc.		74,850	$	5,615,995
Landstar System, Inc.		37,447		2,070,445
Werner Enterprises, Inc.		37,628		871,464
				13,962,335
Semiconductors & Semiconductor Equipment 2.2%
Advanced Micro Devices, Inc.* (a)		502,027		1,676,770
Atmel Corp.*		350,626		2,552,557
Cree, Inc.*		98,451		5,980,898
Cypress Semiconductor Corp.* (a)		112,702		1,045,875
Fairchild Semiconductor International, Inc.*		104,710		1,326,676
Integrated Device Technology, Inc.*		111,759		1,189,116
International Rectifier Corp.*		58,083		1,512,481
Intersil Corp., Class A		104,498		1,166,198
RF Micro Devices, Inc.*		230,888		1,212,162
Semtech Corp.*		55,828		1,736,809
Silicon Laboratories, Inc.*		32,250		1,297,095
Skyworks Solutions, Inc.*		153,836		3,965,892
SunEdison, Inc.*		197,483		1,836,592
				26,499,121
Software 4.3%
ACI Worldwide, Inc.*		32,442		1,788,203
Advent Software, Inc.		33,894		1,137,144
ANSYS, Inc.*		75,768		6,625,912
Cadence Design Systems, Inc.*		232,812		3,019,572
CommVault Systems, Inc.*		36,019		2,812,363
Compuware Corp.		176,075		1,880,481
Concur Technologies, Inc.*		38,583		4,035,782
FactSet Research Systems, Inc. (a)		33,057		3,601,230
Fair Isaac Corp.		28,844		1,652,184
Informatica Corp.*		88,744		3,425,518
Mentor Graphics Corp.		78,990		1,744,099
MICROS Systems, Inc.* (a)		62,776		3,405,598
PTC, Inc.*		98,036		2,717,558
Rovi Corp.*		83,272		1,395,639
SolarWinds, Inc.*		53,814		1,947,529
Solera Holdings, Inc.		56,419		3,171,876
Synopsys, Inc.*		126,579		4,613,804
TIBCO Software, Inc.*		125,175		3,074,298
				52,048,790
Specialty Retail 4.2%
Aaron’s, Inc.		62,339		1,768,557
Advance Auto Parts, Inc.		59,709		5,921,939
Aeropostale, Inc.* (a)		64,516		599,354
American Eagle Outfitters, Inc.		138,974		2,152,707
Ann, Inc.*		37,557		1,328,016
Ascena Retail Group, Inc.*		104,470		2,067,461
Cabela’s, Inc.* (a)		38,196		2,265,787
Chico’s FAS, Inc.		131,898		2,262,051
CST Brands, Inc.		49,624		1,599,878
Dick’s Sporting Goods, Inc.		83,345		4,434,787

84

Statement of Investments (Continued)

October 31, 2013

Nationwide Mid Cap Market Index Fund (Continued)

Common Stocks (continued)
	Shares		Market Value
Specialty Retail (continued)
Foot Locker, Inc.		121,741	$	4,224,413
Guess?, Inc.		48,694		1,521,687
Murphy USA, Inc.*		36,375		1,476,097
Office Depot, Inc.* (a)		196,412		1,097,943
Rent-A-Center, Inc.		43,801		1,499,746
Signet Jewelers Ltd.		66,016		4,928,755
Tractor Supply Co.		114,436		8,165,009
Williams-Sonoma, Inc.		72,967		3,826,389
				51,140,576
Textiles, Apparel & Luxury Goods 1.3%
Carter’s, Inc.		48,567		3,358,408
Deckers Outdoor Corp.*		28,298		1,947,751
Hanesbrands, Inc.		81,157		5,528,415
Under Armour, Inc., Class A* (a)		65,719		5,333,097
				16,167,671
Thrifts & Mortgage Finance 0.7%
Astoria Financial Corp.		68,704		907,580
New York Community Bancorp, Inc. (a)		361,392		5,858,164
Washington Federal, Inc.		84,909		1,934,227
				8,699,971
Tobacco 0.1%
Universal Corp. (a)		19,004		1,007,782
Trading Companies & Distributors 1.0%
GATX Corp.		37,872		1,952,302
MSC Industrial Direct Co., Inc., Class A		39,502		3,016,768
United Rentals, Inc.*		76,476		4,939,585
Watsco, Inc.		22,064		2,102,478
				12,011,133
Water Utilities 0.3%
Aqua America, Inc. (a)		144,682		3,643,093
Wireless Telecommunication Services 0.2%
Telephone & Data Systems, Inc.		80,748		2,517,723
Total Common Stocks (cost $849,983,388)				1,207,452,720

Mutual Fund 1.0%
	Shares		Market Value
Money Market Fund 1.0%
Fidelity Institutional Money Market Fund – Institutional Class, 0.08% (b)		12,106,056	$	12,106,056
Total Mutual Fund (cost $12,106,056)				12,106,056
Repurchase Agreements 7.7%
	Principal Amount		Market Value
BNP Paribas Securities Corp., 0.09%, dated 10/31/13, due 11/01/13, repurchase price $35,000,088, collateralized by U.S. Government Agency and Treasury Securities ranging from 0.00% - 5.13%, maturing 11/15/13 - 05/04/37; total market value $35,700,004. (c)	$	35,000,000		35,000,000
Goldman Sachs & Co., 0.10%, dated 10/31/13, due 11/01/13, repurchase price $9,342,837, collateralized by U.S. Government Agency Securities ranging from 2.50% - 7.50%, maturing 06/15/23 - 10/20/43; total market value $9,529,668. (c)		9,342,812		9,342,812
Goldman Sachs & Co., 0.05%, dated 10/30/13, due 11/06/13, repurchase price $50,000,417, collateralized by U.S. Government Treasury Securities ranging from 0.25% - 8.13%, maturing 01/31/15 - 02/15/26; total market value $51,000,020. (c)		50,000,000		50,000,000
Total Repurchase Agreements (cost $94,342,812)				94,342,812
Total Investments (cost $956,432,256) (d) — 107.7%				1,313,901,588
Liabilities in excess of other assets — (7.7%)				(93,793,279	)
NET ASSETS — 100.0%			$	1,220,108,309

* Denotes a non-income producing security.

(a) The security or a portion of this security is on loan at October 31, 2013. The total value of securities on loan at October 31, 2013 was $92,755,304.

85

Statement of Investments (Continued)

October 31, 2013

Nationwide Mid Cap Market Index Fund (Continued)

(b) Represents 7-day effective yield as of October 31, 2013.

(c) The security was purchased with cash collateral held from securities on loan. The total value of securities purchased with cash collateral as of October 31, 2013 was $94,342,812.

(d) See notes to financial statements for tax unrealized appreciation/(depreciation) of securities.

Ltd. Limited

PLC Public Limited Company

REIT Real Estate Investment Trust

At October 31, 2013, the Fund’s open futures contracts were as follows (Note 2):

Number of Contracts	Long Contracts	Expiration		Notional Value Covered by Contracts		Unrealized Appreciation/ (Depreciation)
102	S&P MID 400 E-Mini		12/20/13	$	13,121,280	$	144,556

At October 31, 2013, the Fund had $568,600 segregated as collateral with the broker for open futures contracts.

The accompanying notes are an integral part of these financial statements.

86

Statement of Assets and Liabilities

October 31, 2013

	Nationwide Mid Cap Market Index Fund
Assets:
Investments, at value *(cost $862,089,444)	$	1,219,558,776
Repurchase agreements, at value and cost		94,342,812
Total Investments		1,313,901,588
Deposits with broker for futures contracts		568,600
Dividends receivable		492,612
Security lending income receivable		49,139
Receivable for investments sold		233,493
Receivable for capital shares issued		393,099
Prepaid expenses		22,382
Total Assets		1,315,660,913
Liabilities:
Payable for capital shares redeemed		732,679
Payable for variation margin on futures contracts		43,861
Payable upon return of securities loaned (Note 2)		94,342,812
Accrued expenses and other payables:
Investment advisory fees		208,512
Fund administration fees		33,486
Distribution fees		71,833
Administrative servicing fees		56,150
Accounting and transfer agent fees		22,030
Trustee fees		3,510
Custodian fees		3,554
Compliance program costs (Note 3)		878
Professional fees		26,031
Printing fees		4,429
Other		2,839
Total Liabilities		95,552,604
Net Assets	$	1,220,108,309
Represented by:
Capital	$	824,422,119
Accumulated undistributed net investment income		3,736,691
Accumulated net realized gains from investment and futures transactions		34,335,611
Net unrealized appreciation/(depreciation) from investments		357,469,332
Net unrealized appreciation/(depreciation) from futures contracts (Note 2)		144,556
Net Assets	$	1,220,108,309
Net Assets:
Class A Shares	$	310,901,128
Class B Shares		136,288
Class C Shares		3,870,760
Class R2 Shares		13,406,939
Institutional Class Shares		891,793,194
Total	$	1,220,108,309

* Includes value of securities on loan of $92,755,304 (Note 2).

87

Statement of Assets and Liabilities (Continued)

October 31, 2013

	Nationwide Mid Cap Market Index Fund
Shares Outstanding (unlimited number of shares authorized):
Class A Shares		16,729,153
Class B Shares		7,561
Class C Shares		217,102
Class R2 Shares		726,746
Institutional Class Shares		47,493,389
Total		65,173,951
Net asset value and redemption price per share (Net assets by class divided by shares outstanding by class, respectively):
Class A Shares	$	18.58
Class B Shares (a)	$	18.03
Class C Shares (b)	$	17.83
Class R2 Shares (c)	$	18.45
Institutional Class Shares	$	18.78
Maximum offering price per share (100%/(100%-maximum sales charge) of net asset value adjusted to the nearest cent):
Class A Shares	$	19.71
Maximum Sales Charge:
Class A Shares		5.75	%

(a) For Class A Shares, the redemption price per share is reduced by 1.00% on sales of shares of original purchases of $1,000,000 or more or that were not subject to a front-end sales charge made within 18 months of the purchase date.

(b) For Class B Shares, the redemption price per share varies by the length of time shares are held.

(c) For Class C Shares, the redemption price per share is reduced by 1.00% for shares held less than one year.

The accompanying notes are an integral part of these financial statements.

88

Statement of Operations

For the Year Ended October 31, 2013

	Nationwide Mid Cap Market Index Fund
INVESTMENT INCOME:
Dividend income	$	16,523,118
Income from securities lending (Note 2)		474,626
Total Income		16,997,744
EXPENSES:
Investment advisory fees		2,224,182
Fund administration fees		356,861
Distribution fees Class A		680,659
Distribution fees Class B		1,266
Distribution fees Class C		26,213
Distribution fees Class R2		16,985
Administrative servicing fees Class A		387,130
Administrative servicing fees Class R2		161
Registration and filing fees		55,236
Professional fees		60,097
Printing fees		13,941
Trustee fees		39,191
Custodian fees		39,832
Accounting and transfer agent fees		144,412
Compliance program costs (Note 3)		4,066
Recoupment fees (Note 3)		106,522
Other		98,371
Total expenses before earnings credit		4,255,125
Earnings credit (Note 6)		(650	)
Net Expenses		4,254,475
NET INVESTMENT INCOME		12,743,269
REALIZED/UNREALIZED GAINS (LOSSES) FROM INVESTMENTS:
Net realized gains from investment transactions		46,000,979
Net realized gains from futures transactions (Note 2)		5,621,009
Net realized gains from investment and futures transactions		51,621,988
Net change in unrealized appreciation/(depreciation) from investments		243,773,619
Net change in unrealized appreciation/(depreciation) from futures contracts (Note 2)		379,972
Net change in unrealized appreciation/(depreciation) from investments and futures contracts		244,153,591
Net realized/unrealized gains from investments and futures transactions		295,775,579
CHANGE IN NET ASSETS RESULTING FROM OPERATIONS	$	308,518,848

The accompanying notes are an integral part of these financial statements.

89

Statements of Changes in Net Assets

	Nationwide Mid Cap Market Index Fund
	Year Ended October 31, 2013			Year Ended October 31, 2012
Operations:
Net investment income	$	12,743,269		$	9,696,628
Net realized gains from investment and futures transactions		51,621,988			34,086,848
Net change in unrealized appreciation/(depreciation) from investments and futures contracts		244,153,591			60,780,528
Change in net assets resulting from operations		308,518,848			104,564,004
Distributions to Shareholders From:
Net investment income:
Class A		(2,471,889	)		(598,061	)
Class B		(639	)		–
Class C		(10,125	)		–
Class R2		(18,357	)		(929	)
Institutional Class		(10,589,942	)		(5,811,607	)
Net realized gains:
Class A		(9,506,065	)		(17,059,312	)
Class B		(4,754	)		(16,083	)
Class C		(67,723	)		(122,729	)
Class R2		(46,726	)		(389	)
Institutional Class		(29,626,656	)		(49,275,931	)
Change in net assets from shareholder distributions		(52,342,876	)		(72,885,041	)
Change in net assets from capital transactions		6,378,678			22,046,956
Change in net assets		262,554,650			53,725,919
Net Assets:
Beginning of year		957,553,659			903,827,740
End of year	$	1,220,108,309		$	957,553,659
Accumulated undistributed net investment income at end of year	$	3,736,691		$	4,109,185
CAPITAL TRANSACTIONS:
Class A Shares
Proceeds from shares issued	$	62,368,957		$	34,263,090
Dividends reinvested		11,225,918			16,742,444
Cost of shares redeemed		(59,073,747	)		(56,956,860	)
Total Class A Shares		14,521,128			(5,951,326	)
Class B Shares
Proceeds from shares issued		11,368			40,658
Dividends reinvested		5,159			12,265
Cost of shares redeemed		(45,575	)		(143,705	)
Total Class B Shares		(29,048	)		(90,782	)
Class C Shares
Proceeds from shares issued		1,985,165			287,929
Dividends reinvested		61,612			98,056
Cost of shares redeemed		(310,900	)		(534,277	)
Total Class C Shares		1,735,877			(148,292	)

90

Statements of Changes in Net Assets (Continued)

	Nationwide Mid Cap Market Index Fund
	Year Ended October 31, 2013			Year Ended October 31, 2012
CAPITAL TRANSACTIONS: (continued)
Class R2 Shares
Proceeds from shares issued	$	13,188,744		$	923,929
Dividends reinvested		4,868			402
Cost of shares redeemed		(1,427,267	)		(100,153	)
Total Class R2 Shares		11,766,345			824,178
Institutional Class Shares
Proceeds from shares issued		85,084,918			86,867,351
Dividends reinvested		40,216,565			55,087,538
Cost of shares redeemed		(146,917,107	)		(114,541,711	)
Total Institutional Class Shares		(21,615,624	)		27,413,178
Change in net assets from capital transactions	$	6,378,678		$	22,046,956
SHARE TRANSACTIONS:
Class A Shares
Issued		3,764,986			2,409,264
Reinvested		757,525			1,326,754
Redeemed		(3,595,950	)		(3,974,884	)
Total Class A Shares		926,561			(238,866	)
Class B Shares
Issued		725			3,161
Reinvested		361			1,000
Redeemed		(3,007	)		(10,235	)
Total Class B Shares		(1,921	)		(6,074	)
Class C Shares
Issued		124,580			21,047
Reinvested		4,356			8,062
Redeemed		(19,687	)		(38,710	)
Total Class C Shares		109,249			(9,601	)
Class R2 Shares
Issued		754,369			64,477
Reinvested		319			32
Redeemed		(85,890	)		(6,825	)
Total Class R2 Shares		668,798			57,684
Institutional Class Shares
Issued		5,043,778			6,133,151
Reinvested		2,668,801			4,306,741
Redeemed		(8,750,985	)		(7,982,958	)
Total Institutional Class Shares		(1,038,406	)		2,456,934
Total change in shares		664,281			2,260,077

Amounts designated as “–” are zero or have been rounded to zero.

The accompanying notes are an integral part of these financial statements.

91

Financial Highlights

Selected data for each share of capital outstanding throughout the periods indicated

Nationwide Mid Cap Market Index Fund

			Operations							Distributions															Ratios/Supplemental Data
	Net Asset Value, Beginning of Period		Net Investment Income (Loss)			Net Realized and Unrealized Gains from Investments		Total from Operations		Net Investment Income			Net Realized Gains			Total Distributions			Redemption Fees		Net Asset Value, End of Period		Total Return (a)		Net Assets at End of Period		Ratio of Expenses to Average Net Assets		Ratio of Net Investment Income (Loss) to Average Net Assets			Ratio of Expenses (Prior to Reimbursements) to Average Net Assets (b)		Portfolio Turnover (c)
Class A Shares
Year Ended October 31, 2013 (d)	$	14.74		0.15			4.46		4.61		(0.16	)		(0.61	)		(0.77	)		–	$	18.58		32.63%	$	310,901,128		0.68%		0.88%			0.68%		11.97%
Year Ended October 31, 2012 (d)	$	14.40		0.11			1.34		1.45		(0.04	)		(1.07	)		(1.11	)		–	$	14.74		11.38%	$	232,877,271		0.70%		0.75%			0.70%		17.46%
Year Ended October 31, 2011 (d)	$	13.64		0.08			0.95		1.03		(0.13	)		(0.14	)		(0.27	)		–	$	14.40		7.51%	$	231,028,775		0.68%		0.55%			0.70%		23.58%
Year Ended October 31, 2010 (d)	$	10.83		0.10			2.80		2.90		(0.09	)		–			(0.09	)		–	$	13.64		26.88%	$	197,128,439		0.67%		0.79%			0.71%		15.52%
Year Ended October 31, 2009 (d)	$	9.88		0.09			1.45		1.54		(0.08	)		(0.51	)		(0.59	)		–	$	10.83		17.23%	$	147,301,010		0.73%		1.01%			0.83%		19.20%
Class B Shares
Year Ended October 31, 2013 (d)	$	14.32		0.05			4.35		4.40		(0.08	)		(0.61	)		(0.69	)		–	$	18.03		32.05%	$	136,288		1.29%		0.30%			1.29%		11.97%
Year Ended October 31, 2012 (d)	$	14.07		0.02			1.30		1.32		–			(1.07	)		(1.07	)		–	$	14.32		10.67%	$	135,820		1.30%		0.15%			1.31%		17.46%
Year Ended October 31, 2011 (d)	$	13.36		(0.01	)		0.93		0.92		(0.07	)		(0.14	)		(0.21	)		–	$	14.07		6.85%	$	218,927		1.29%		(0.04%	)		1.31%		23.58%
Year Ended October 31, 2010 (d)	$	10.63		0.02			2.74		2.76		(0.03	)		–			(0.03	)		–	$	13.36		26.04%	$	500,053		1.30%		0.17%			1.35%		15.52%
Year Ended October 31, 2009 (d)	$	9.72		0.05			1.41		1.46		(0.04	)		(0.51	)		(0.55	)		–	$	10.63		16.73%	$	534,484		1.32%		0.51%			1.42%		19.20%
Class C Shares
Year Ended October 31, 2013 (d)	$	14.19		0.03			4.31		4.34		(0.09	)		(0.61	)		(0.70	)		–	$	17.83		31.93%	$	3,870,760		1.28%		0.21%			1.28%		11.97%
Year Ended October 31, 2012 (d)	$	13.96		0.02			1.28		1.30		–			(1.07	)		(1.07	)		–	$	14.19		10.61%	$	1,530,845		1.30%		0.15%			1.30%		17.46%
Year Ended October 31, 2011 (d)	$	13.27		(0.01	)		0.93		0.92		(0.09	)		(0.14	)		(0.23	)		–	$	13.96		6.89%	$	1,639,282		1.29%		(0.07%	)		1.31%		23.58%
Year Ended October 31, 2010 (d)	$	10.56		0.02			2.73		2.75		(0.04	)		–			(0.04	)		–	$	13.27		26.06%	$	1,183,758		1.30%		0.15%			1.34%		15.52%
Year Ended October 31, 2009 (d)	$	9.66		0.04			1.41		1.45		(0.04	)		(0.51	)		(0.55	)		–	$	10.56		16.63%	$	886,523		1.32%		0.46%			1.42%		19.20%
Class R2 Shares(e)
Year Ended October 31, 2013 (d)	$	14.65		0.10			4.46		4.56		(0.15	)		(0.61	)		(0.76	)		–	$	18.45		32.52%	$	13,406,939		0.78%		0.60%			0.78%		11.97%
Year Ended October 31, 2012 (d)	$	14.35		0.10			1.33		1.43		(0.06	)		(1.07	)		(1.13	)		–	$	14.65		11.28%	$	848,708		0.81%		0.66%			0.81%		17.46%
Year Ended October 31, 2011 (d)	$	13.58		0.07			0.96		1.03		(0.12	)		(0.14	)		(0.26	)		–	$	14.35		7.39%	$	3,789		0.77%		0.45%			0.77%		23.58%
Year Ended October 31, 2010 (d)	$	10.81		0.08			2.77		2.85		(0.08	)		–			(0.08	)		–	$	13.58		26.66%	$	1,385		0.80%		0.63%			0.83%		15.52%
Year Ended October 31, 2009 (d)	$	9.88		0.08			1.44		1.52		(0.08	)		(0.51	)		(0.59	)		–	$	10.81		17.09%	$	811		0.91%		0.84%			1.01%		19.20%
Institutional Class Shares
Year Ended October 31, 2013 (d)	$	14.88		0.21			4.52		4.73		(0.22	)		(0.61	)		(0.83	)		–	$	18.78		33.23%	$	891,793,194		0.29%		1.28%			0.29%		11.97%
Year Ended October 31, 2012 (d)	$	14.56		0.17			1.34		1.51		(0.12	)		(1.07	)		(1.19	)		–	$	14.88		11.79%	$	722,161,015		0.30%		1.15%			0.30%		17.46%
Year Ended October 31, 2011 (d)	$	13.76		0.14			0.96		1.10		(0.16	)		(0.14	)		(0.30	)		–	$	14.56		7.92%	$	670,936,967		0.29%		0.94%			0.31%		23.58%
Year Ended October 31, 2010 (d)	$	10.92		0.15			2.82		2.97		(0.13	)		–			(0.13	)		–	$	13.76		27.29%	$	703,653,698		0.30%		1.16%			0.34%		15.52%
Year Ended October 31, 2009 (d)	$	9.95		0.13			1.47		1.60		(0.12	)		(0.51	)		(0.63	)		–	$	10.92		17.77%	$	570,347,258		0.32%		1.39%			0.42%		19.20%

Amounts designated as “–” are zero or have been rounded to zero.

(a) Excludes sales charge.

(b) During the period, certain fees may have been waived and/or reimbursed. If such waivers/reimbursements had not occurred, the ratios would have been as indicated.

(c) Portfolio turnover is calculated on the basis of the Fund as a whole without distinguishing among the classes of shares.

(d) Per share calculations were performed using average shares method.

(e) Effective February 28, 2009, Class R Shares were renamed Class R2 Shares.

The accompanying notes are an integral part of these financial statements.

92

Fund Commentary Nationwide S&P 500 Index Fund

For the annual period ended October 31, 2013, the Nationwide S&P 500 Index Fund (Institutional Class) returned 26.98% versus 27.18% for its benchmark, the S&P 500® Index. For broader comparison, the median return for the Fund’s closest Lipper peer category of S&P 500 Index Funds (consisting of 130 funds as of October 31, 2013) was 26.58% for the same time period.

U.S. large cap stocks, as represented by the S&P 500® Index, advanced 5.25% in the third quarter as the tenor of the U.S. central bank served to orchestrate a calmer tone in financial markets while the outlook for the global economy improved.

Risk markets globally began 2013 with a powerful relief rally after the United States averted the worst of its fiscal cliff situation with a last-minute tax deal struck on New Year’s Day. The rally stalled in February, however, as economic momentum slowed and investors weighed the global impact of the inevitable U.S. government spending cuts. Later in the first quarter, financial markets were rattled by a stalemate presidential election in Italy and a severe banking crisis in Cyprus, reminding investors that Europe was still quite vulnerable to political instability, and the region’s debt and banking problems were far from resolved.

U.S. stocks persevered through these flare-ups in the eurozone as investors’ risk appetite was largely supported by the continuation of accommodative monetary policy from the US Federal Reserve. Equities broadly advanced as increased global liquidity kept interest rates low and investors turned to riskier asset classes in search of yield. As the year progressed, the markets became increasingly dominated by speculation around the future direction of monetary policy. Sluggish global growth, ironically, was conducive to positive equity market performance. Although disappointing economic reports caused financial market volatility to rise, the weak data also afforded investors some comfort that the central bank would continue to maintain their accommodative stance.

However, after peaking in late May, U.S. stock markets recoiled in response to comments from the U.S. Federal Reserve, which had hinted that a

change in its policy stance was on the horizon. Volatility picked up considerably and equities broadly declined during the remainder of the period due to concerns about the potential impact tighter monetary policy would have on financial markets and economic growth.

While rhetoric from the U.S. Federal Reserve about tapering (gradually reducing) its bond-buying stimulus program was the catalyst for the sell-off in equity markets, indicators that global growth was continuing to slow (with the exception of Japan) proved to be another source of investor anxiety. The U.S. recovery showed signs of weakening.

September was surprisingly positive for stocks as some key risks eased. For one, the Fed defied market expectations with its decision to maintain the existing pace of its asset purchase program. Additionally, many investors were relieved when the more hawkish candidate to become the next Fed Chairman, Larry Summers, withdrew from the race. Elsewhere, the crisis in Syria abated enough that foreign military intervention seemed less likely to be warranted. These favorable developments resulted in U.S. stock market gains for the month even though prices declined in the final week, a time when investors turned their focus to political brinksmanship over U.S. fiscal policy negotiations, which ultimately led to a government shutdown at the close of the period.

Subadviser:

BlackRock Investment Management, LLC

Portfolio Managers:

Christopher Bliss, Edward Corallo and Greg Savage

The Fund seeks to match the performance of an index. Correlation between Fund performance and index performance may be affected by Fund expenses, index composition changes, and the timing of Fund share purchases and redemptions. The Fund is subject to the risks of investing in equity securities. High double-digit returns are unusual and cannot be sustained. Please refer to the summary prospectus for a more detailed explanation of the Fund’s principal risks.

A description of the benchmarks can be found on the Market Index Definitions page at the back of this book.

93

Fund Overview Nationwide S&P 500 Index Fund

Objective

The Fund seeks to provide investment results that correspond to the price and yield performance of publicly traded common stocks, as represented by the S&P 500® Index.

Asset Allocation†

Common Stocks	97.9%
Mutual Fund	2.3%
Repurchase Agreements	1.3%
Liabilities in excess of other assets	(1.5)%
	100.0%

Top Industries ††

Oil, Gas & Consumable Fuels	8.2%
Pharmaceuticals	5.7%
Insurance	4.2%
Computers & Peripherals	3.9%
Diversified Financial Services	3.6%
Media	3.6%
Information Technology Services	3.3%
Software	3.2%
Commercial Banks	2.7%
Aerospace & Defense	2.6%
Other Industries *	59.0%
	100.0%

Top Holdings ††

Apple, Inc.	2.9%
Exxon Mobil Corp.	2.4%
Fidelity Institutional Money Market Fund — Institutional Class	2.3%
Google, Inc., Class A	1.8%
Microsoft Corp.	1.7%
General Electric Co.	1.6%
Johnson & Johnson	1.6%
Chevron Corp.	1.4%
Procter & Gamble Co. (The)	1.4%
Berkshire Hathaway, Inc., Class B	1.3%
Other Holdings *	81.6%
	100.0%

† Percentages indicated are based upon net assets as of October 31, 2013.

†† Percentages indicated are based upon total investments as of October 31, 2013.

* For purposes of listing top industries and top holdings, the repurchase agreements are included as part of Other.

94

Fund Performance Nationwide S&P 500 Index Fund

Average Annual Total Return

(For periods ended October 31, 2013)		1 Yr.		5 Yr.		10 Yr.
Class A	w/o SC1		26.50%		14.53%		6.91%
	w/SC2		19.18%		13.19%		6.28%
Class B	w/o SC1		25.68%		13.82%		6.19%
	w/SC3		20.68%		13.58%		6.19%
Class C	w/o SC1		25.79%		13.85%		6.18%
	w/SC4		24.79%		13.85%		6.18%
Class R25,6,7			26.06%		14.16%		6.68%
Institutional Service Class5			26.65%		14.68%		6.98%
Institutional Class5			26.98%		14.98%		7.26%
Service Class5			26.44%		14.54%		6.83%

Expense Ratios

	Expense Ratio*
Class A	0.58%
Class B	1.21%
Class C	1.21%
Class R2	0.93%
Institutional Service Class	0.46%
Institutional Class	0.21%
Service Class	0.61%

*Current effective prospectus dated March 1, 2013. Please see the Fund’s most recent prospectus for details.

All figures showing the effect of a sales charge (SC) reflect the maximum charge possible, because it has the most significant effect on performance data.

¹  These returns do not reflect the effects of SCs.

²  A 5.75% front-end sales charge was deducted.

³  A 5.00% maximum contingent deferred sales charge (CDSC) was deducted. The CDSC declines to 0% after 6 years and is not deducted from returns after 6 years.

⁴  A 1.00% CDSC was deducted from the one year return because it is charged when you sell Class C shares within the first year after purchase.

⁵  Not subject to any SCs.

⁶  Effective February 28, 2009, Class R Shares were renamed Class R2 Shares.

⁷  Class R2 shares commenced operations on January 30, 2007. The returns shown in the table are based on the performance of the Fund’s Local Fund shares which are no longer offered by the Fund. Excluding the effect of any fee waivers or reimbursements, such prior performance is similar to what Class R2 shares would have produced because both classes invest in the same portfolio of securities. The performance of Class R2 shares has been restated to reflect differences in SCs, if any, but does not reflect the higher level of other fees applicable to such class; if these fees were reflected, the performance for Class R2 shares would have been lower.

95

Fund Performance (con’t.) Nationwide S&P 500 Index Fund

Performance of a $10,000 Investment

Investment return and principal value will fluctuate, and when redeemed, shares may be worth more or less than original cost. Past performance is no guarantee of future results and does not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares. Investing in mutual funds involves market risk, including loss of principal. Performance returns assume the reinvestment of all distributions.

Comparative performance of $10,000 invested in Institutional Class shares of the Nationwide S&P 500 Index Fund versus the S&P 500^® Index and the Consumer Price Index (CPI) over the 10-year period ended 10/31/13. Unlike the Fund, the returns for these unmanaged indexes do not reflect any fees, expenses, or sales charges. Investors cannot invest directly in market indexes. A description of the benchmarks can be found on the Market Index Definitions page at the back of this book.

96

Shareholder Expense Example Nationwide S&P 500^® Index Fund

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, including sales charges (loads) paid on purchase payments and redemption fees; and (2) ongoing costs, including investment advisory fees, administration fees, distribution fees and other Fund expenses. The examples below are intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds. Per Securities and Exchange Commission (“SEC”) requirements, the examples assume that you had a $1,000 investment in the Class at the beginning of the reporting period (May 1, 2013) and continued to hold your shares at the end of the reporting period (October 31, 2013).

Actual Expenses

For each Class of the Fund in the table below, the first line provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid from May 1, 2013 through October 31, 2013. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line of each Class under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.

Hypothetical Expenses for Comparison Purposes

The second line of each Class in the table below provides information about hypothetical account values and hypothetical expenses based on the Class’ actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Class’ actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period from May 1, 2013 through October 31, 2013. You may use this information to compare the ongoing costs of investing in the Class of the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transaction costs, such as sales charges (loads) or redemption fees. If these transaction costs were included, your costs would have been higher. Therefore, the second line for each Class in the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. The examples also assume all dividends and distributions are reinvested.

Schedule of Shareholder Expenses

Expense Analysis of a $1,000 Investment

Nationwide S&P 500 Index Fund October 31, 2013			Beginning Account Value ($) 05/01/13	Ending Account Value ($) 10/31/13	Expenses Paid During Period ($) 05/01/13 - 10/31/13	Expense Ratio During Period (%) 05/01/13 - 10/31/13
Class A Shares	Actual	a	1,000.00	1,107.90	3.03	0.57
	Hypothetical	a,b	1,000.00	1,022.33	2.91	0.57
Class B Shares	Actual	a	1,000.00	1,105.20	6.21	1.17
	Hypothetical	a,b	1,000.00	1,019.31	5.96	1.17
Class C Shares	Actual	a	1,000.00	1,104.90	6.21	1.17
	Hypothetical	a,b	1,000.00	1,019.31	5.96	1.17
Class R2 Shares	Actual	a	1,000.00	1,107.00	4.89	0.92
	Hypothetical	a,b	1,000.00	1,020.57	4.69	0.92
Institutional Service Class Shares	Actual	a	1,000.00	1,108.40	2.23	0.42
	Hypothetical	a,b	1,000.00	1,023.09	2.14	0.42
Institutional Class Shares	Actual	a	1,000.00	1,111.10	0.90	0.17
	Hypothetical	a,b	1,000.00	1,024.35	0.87	0.17
Service Class Shares	Actual	a	1,000.00	1,108.60	3.03	0.57
	Hypothetical	a,b	1,000.00	1,022.33	2.91	0.57

a Expenses are equal to the Fund’s annualized expense ratio multiplied by the average account value from May 1, 2013 through October 31, 2013 multiplied to reflect one-half year period. The expense ratio presented represents a six-month, annualized ratio in accordance with Securities and Exchange Commission guidelines.

b Represents the hypothetical 5% return before expenses.

97

Statement of Investments

October 31, 2013

Nationwide S&P 500 Index Fund

Common Stocks 97.9%
	Shares		Market Value
Aerospace & Defense 2.7%
Boeing Co. (The)		110,035	$	14,359,567
General Dynamics Corp.		52,694		4,564,881
Honeywell International, Inc.		124,423		10,791,207
L-3 Communications Holdings, Inc.		14,204		1,426,792
Lockheed Martin Corp.		42,739		5,698,818
Northrop Grumman Corp.		36,490		3,923,040
Precision Castparts Corp.		23,073		5,847,852
Raytheon Co.		51,127		4,211,331
Rockwell Collins, Inc.		21,406		1,494,781
Textron, Inc.		44,477		1,280,493
United Technologies Corp.		133,818		14,218,163
				67,816,925
Air Freight & Logistics 0.8%
CH Robinson Worldwide, Inc. (a)		25,273		1,509,809
Expeditors International of Washington, Inc.		32,726		1,482,161
FedEx Corp.		47,109		6,171,279
United Parcel Service, Inc., Class B		114,535		11,251,918
				20,415,167
Airlines 0.2%
Delta Air Lines, Inc.		136,020		3,588,207
Southwest Airlines Co.		111,972		1,928,158
				5,516,365
Auto Components 0.4%
BorgWarner, Inc.		18,150		1,871,809
Delphi Automotive PLC		44,754		2,559,929
Goodyear Tire & Rubber Co. (The)		39,006		818,346
Johnson Controls, Inc.		108,465		5,005,660
				10,255,744
Automobiles 0.7%
Ford Motor Co.		624,565		10,686,307
General Motors Co.*		149,216		5,513,531
Harley-Davidson, Inc.		35,366		2,264,839
				18,464,677
Beverages 2.2%
Beam, Inc.		25,672		1,727,726
Brown-Forman Corp., Class B		25,763		1,880,184
Coca-Cola Co. (The)		604,399		23,916,068
Coca-Cola Enterprises, Inc.		39,420		1,644,997
Constellation Brands, Inc., Class A*		26,295		1,717,063
Dr Pepper Snapple Group, Inc.		32,277		1,528,316
Molson Coors Brewing Co., Class B		25,015		1,350,810
Monster Beverage Corp.*		21,501		1,230,502
PepsiCo, Inc.		244,488		20,558,996
				55,554,662

Common Stocks (continued)
	Shares		Market Value
Biotechnology 2.4%
Alexion Pharmaceuticals, Inc.*		31,004	$	3,811,942
Amgen, Inc.		119,431		13,853,996
Biogen Idec, Inc.*		37,679		9,200,835
Celgene Corp.*		65,201		9,681,696
Gilead Sciences, Inc.*		242,652		17,225,865
Regeneron Pharmaceuticals, Inc.*		12,368		3,557,037
Vertex Pharmaceuticals, Inc.*		36,911		2,633,231
				59,964,602
Building Products 0.0%†
Masco Corp.		56,597		1,195,895
Capital Markets 2.1%
Ameriprise Financial, Inc.		31,368		3,153,739
Bank of New York Mellon Corp. (The)		182,392		5,800,066
BlackRock, Inc.		19,966		6,005,972
Charles Schwab Corp. (The)		183,337		4,152,583
E*TRADE Financial Corp.*		45,523		769,794
Franklin Resources, Inc.		64,451		3,471,331
Goldman Sachs Group, Inc. (The)		66,214		10,651,184
Invesco Ltd.		70,207		2,369,486
Legg Mason, Inc. (a)		17,219		662,415
Morgan Stanley		220,453		6,333,615
Northern Trust Corp.		35,789		2,019,215
State Street Corp.		70,703		4,954,159
T. Rowe Price Group, Inc.		41,242		3,192,543
				53,536,102
Chemicals 2.5%
Air Products & Chemicals, Inc.		33,237		3,623,165
Airgas, Inc.		10,489		1,144,035
CF Industries Holdings, Inc.		9,082		1,958,079
Dow Chemical Co. (The)		191,860		7,572,714
E.I. du Pont de Nemours & Co.		146,395		8,959,374
Eastman Chemical Co.		24,454		1,926,731
Ecolab, Inc.		43,001		4,558,106
FMC Corp.		21,621		1,573,144
International Flavors & Fragrances, Inc.		12,960		1,071,144
LyondellBasell Industries NV, Class A		71,030		5,298,838
Monsanto Co.		84,515		8,863,933
Mosaic Co. (The)		54,009		2,476,313
PPG Industries, Inc.		22,657		4,136,715
Praxair, Inc.		46,743		5,829,320
Sherwin-Williams Co. (The)		13,838		2,601,544
Sigma-Aldrich Corp.		19,064		1,647,702
				63,240,857
Commercial Banks 2.7%
BB&T Corp.		111,591		3,790,746
Comerica, Inc.		29,328		1,269,902
Fifth Third Bancorp		140,626		2,676,113
Huntington Bancshares, Inc.		131,557		1,157,702
KeyCorp		144,497		1,810,547

98

Statement of Investments (Continued)

October 31, 2013

Nationwide S&P 500 Index Fund (Continued)

Common Stocks (continued)
	Shares		Market Value
Commercial Banks (continued)
M&T Bank Corp.		20,617	$	2,320,031
PNC Financial Services Group, Inc. (The)		84,263		6,195,858
Regions Financial Corp.		221,308		2,131,196
SunTrust Banks, Inc.		85,448		2,874,471
U.S. Bancorp		291,583		10,893,541
Wells Fargo & Co.		766,001		32,700,583
Zions Bancorporation		29,261		830,135
				68,650,825
Commercial Services & Supplies 0.5%
ADT Corp. (The)(a)		31,711		1,375,306
Cintas Corp.		16,293		876,075
Iron Mountain, Inc.		26,973		715,863
Pitney Bowes, Inc. (a)		32,007		683,029
Republic Services, Inc.		43,051		1,440,917
Stericycle, Inc.*		13,618		1,582,411
Tyco International Ltd.		73,294		2,678,896
Waste Management, Inc.		69,118		3,009,398
				12,361,895
Communications Equipment 1.8%
Cisco Systems, Inc.		849,970		19,124,325
F5 Networks, Inc.*		12,416		1,012,028
Harris Corp.		16,957		1,050,656
JDS Uniphase Corp.*		37,673		493,140
Juniper Networks, Inc.*		80,361		1,497,929
Motorola Solutions, Inc.		37,514		2,345,375
QUALCOMM, Inc.		271,948		18,892,227
				44,415,680
Computers & Peripherals 4.0%
Apple, Inc. (b)		144,023		75,230,414
EMC Corp.		329,885		7,940,332
Hewlett-Packard Co.		304,676		7,424,954
NetApp, Inc.		53,920		2,092,635
SanDisk Corp.		38,113		2,648,854
Seagate Technology PLC		49,218		2,395,932
Western Digital Corp.		33,442		2,328,567
				100,061,688
Construction & Engineering 0.2%
Fluor Corp.		25,849		1,918,513
Jacobs Engineering Group, Inc.*		20,845		1,267,793
Quanta Services, Inc.*		33,893		1,023,907
				4,210,213
Construction Materials 0.0%†
Vulcan Materials Co.		20,608		1,103,558
Consumer Finance 0.9%
American Express Co.		147,090		12,031,962
Capital One Financial Corp.		92,797		6,372,370

Common Stocks (continued)
	Shares		Market Value
Consumer Finance (continued)
Discover Financial Services		76,699	$	3,979,144
SLM Corp.		69,158		1,754,539
				24,138,015
Containers & Packaging 0.2%
Avery Dennison Corp.		15,554		732,904
Ball Corp.		23,007		1,124,812
Bemis Co., Inc.		16,322		651,248
MeadWestvaco Corp.		28,152		981,097
Owens-Illinois, Inc.*		26,064		828,575
Sealed Air Corp.		31,064		937,512
				5,256,148
Distributors 0.1%
Genuine Parts Co.		24,553		1,935,513
Diversified Consumer Services 0.0%†
H&R Block, Inc.		43,425		1,235,007
Diversified Financial Services 3.7%
Bank of America Corp.		1,703,112		23,775,443
Citigroup, Inc.		482,095		23,516,594
CME Group, Inc.		49,819		3,697,068
IntercontinentalExchange, Inc.* (a)		11,549		2,225,839
JPMorgan Chase & Co.		596,739		30,755,928
Leucadia National Corp.		49,693		1,408,300
McGraw Hill Financial, Inc.		43,631		3,040,208
Moody’s Corp.		30,750		2,172,795
NASDAQ OMX Group, Inc. (The)		18,311		648,759
NYSE Euronext		38,528		1,696,002
				92,936,936
Diversified Telecommunication Services 2.3%
AT&T, Inc.		841,954		30,478,735
CenturyLink, Inc.		95,232		3,224,556
Frontier Communications Corp. (a)		158,542		699,170
Verizon Communications, Inc.		453,658		22,914,266
Windstream Holdings, Inc. (a)		94,008		803,768
				58,120,495
Electric Utilities 1.7%
American Electric Power Co., Inc.		77,173		3,614,784
Duke Energy Corp.		111,910		8,027,304
Edison International		51,656		2,532,694
Entergy Corp.		28,267		1,829,440
Exelon Corp.		135,798		3,875,675
FirstEnergy Corp.		66,306		2,511,008
NextEra Energy, Inc.		67,324		5,705,709
Northeast Utilities		49,903		2,140,340
Pepco Holdings, Inc.		39,504		761,637
Pinnacle West Capital Corp.		17,442		977,275
PPL Corp.		100,151		3,067,625

99

Statement of Investments (Continued)

October 31, 2013

Nationwide S&P 500 Index Fund (Continued)

Common Stocks (continued)
	Shares		Market Value
Electric Utilities (continued)
Southern Co. (The)		138,545	$	5,667,876
Xcel Energy, Inc.		78,888		2,276,708
				42,988,075
Electrical Equipment 0.8%
AMETEK, Inc.		38,722		1,852,073
Eaton Corp. PLC		75,130		5,301,173
Emerson Electric Co.		113,277		7,586,161
Rockwell Automation, Inc.		21,985		2,427,364
Roper Industries, Inc.		15,725		1,994,087
				19,160,858
Electronic Equipment, Instruments & Components 0.4%
Amphenol Corp., Class A		25,234		2,026,038
Corning, Inc.		231,532		3,956,882
FLIR Systems, Inc.		22,531		641,683
Jabil Circuit, Inc.		29,247		610,092
Molex, Inc.		21,756		839,782
TE Connectivity Ltd.		65,562		3,375,787
				11,450,264
Energy Equipment & Services 2.0%
Baker Hughes, Inc.		70,240		4,080,242
Cameron International Corp.*		39,021		2,140,692
Diamond Offshore Drilling, Inc.		11,024		682,716
Ensco PLC, Class A		37,034		2,135,010
FMC Technologies, Inc.*		37,561		1,898,708
Halliburton Co.		134,054		7,108,884
Helmerich & Payne, Inc.		16,885		1,309,432
Nabors Industries Ltd.		41,176		719,756
National Oilwell Varco, Inc.		67,777		5,502,137
Noble Corp.		40,173		1,514,522
Rowan Cos. PLC, Class A*		19,698		710,704
Schlumberger Ltd.		209,765		19,659,176
Transocean Ltd.		53,719		2,528,553
				49,990,532
Food & Staples Retailing 2.4%
Costco Wholesale Corp.		69,229		8,169,022
CVS Caremark Corp.		194,736		12,124,263
Kroger Co. (The)		82,162		3,519,820
Safeway, Inc.		38,261		1,335,309
Sysco Corp. (a)		93,278		3,016,610
Walgreen Co.		137,830		8,165,049
Wal-Mart Stores, Inc.		258,045		19,804,954
Whole Foods Market, Inc.		59,058		3,728,332
				59,863,359
Food Products 1.6%
Archer-Daniels-Midland Co.		104,507		4,274,336
Campbell Soup Co.		28,302		1,204,816
ConAgra Foods, Inc.		66,919		2,128,694

Common Stocks (continued)
	Shares		Market Value
Food Products (continued)
General Mills, Inc.		101,745	$	5,129,983
Hershey Co. (The)		23,709		2,352,881
Hormel Foods Corp.		21,344		927,610
J.M. Smucker Co. (The)		16,668		1,853,648
Kellogg Co.		40,799		2,580,537
Kraft Foods Group, Inc.		94,418		5,134,451
McCormick & Co., Inc., Non-Voting Shares		20,927		1,447,102
Mead Johnson Nutrition Co.		32,088		2,620,306
Mondelez International, Inc., Class A		282,295		9,496,404
Tyson Foods, Inc., Class A		44,119		1,220,773
				40,371,541
Gas Utilities 0.1%
AGL Resources, Inc.		18,806		900,055
ONEOK, Inc.		32,693		1,847,155
				2,747,210
Health Care Equipment & Supplies 2.0%
Abbott Laboratories		246,381		9,005,226
Baxter International, Inc.		86,051		5,668,179
Becton, Dickinson and Co.		30,791		3,237,058
Boston Scientific Corp.*		212,905		2,488,859
C.R. Bard, Inc.		12,550		1,709,561
CareFusion Corp.*		33,992		1,317,870
Covidien PLC		72,927		4,675,350
DENTSPLY International, Inc.		22,562		1,062,670
Edwards Lifesciences Corp.*		17,802		1,160,512
Intuitive Surgical, Inc.*		6,296		2,338,964
Medtronic, Inc.		158,132		9,076,777
St. Jude Medical, Inc.		45,533		2,613,139
Stryker Corp.		46,761		3,453,767
Varian Medical Systems, Inc.*		17,070		1,238,941
Zimmer Holdings, Inc.		26,881		2,351,281
				51,398,154
Health Care Providers & Services 2.0%
Aetna, Inc.		58,992		3,698,798
AmerisourceBergen Corp.		36,624		2,392,646
Cardinal Health, Inc.		53,819		3,157,022
Cigna Corp.		44,841		3,451,860
DaVita HealthCare Partners, Inc.*		27,978		1,572,643
Express Scripts Holding Co.*		129,078		8,069,957
Humana, Inc.		24,806		2,285,873
Laboratory Corp of America Holdings*		14,286		1,441,457
McKesson Corp.		36,245		5,666,543
Patterson Cos., Inc.		13,192		560,792
Quest Diagnostics, Inc. (a)		24,082		1,442,753
Tenet Healthcare Corp.*		16,114		760,420
UnitedHealth Group, Inc.		161,180		11,002,147
WellPoint, Inc.		47,397		4,019,266
				49,522,177

100

Statement of Investments (Continued)

October 31, 2013

Nationwide S&P 500 Index Fund (Continued)

Common Stocks (continued)
	Shares		Market Value
Health Care Technology 0.1%
Cerner Corp.*		46,783	$	2,621,251
Hotels, Restaurants & Leisure 1.7%
Carnival Corp.		69,405		2,404,883
Chipotle Mexican Grill, Inc.*		4,894		2,578,991
Darden Restaurants, Inc.		20,660		1,064,610
International Game Technology		41,356		777,493
Marriott International, Inc., Class A		36,053		1,625,269
McDonald’s Corp.		158,475		15,296,007
Starbucks Corp.		119,122		9,654,838
Starwood Hotels & Resorts Worldwide, Inc.		30,908		2,275,447
Wyndham Worldwide Corp.		21,082		1,399,845
Wynn Resorts Ltd.		12,824		2,131,990
Yum! Brands, Inc.		70,743		4,783,642
				43,993,015
Household Durables 0.3%
D.R. Horton, Inc.		45,050		853,697
Garmin Ltd. (a)		19,512		912,186
Harman International Industries, Inc.		10,795		874,611
Leggett & Platt, Inc. (a)		22,521		669,774
Lennar Corp., Class A (a)		26,321		935,712
Newell Rubbermaid, Inc.		45,665		1,353,054
PulteGroup, Inc.		55,422		978,198
Whirlpool Corp.		12,568		1,835,054
				8,412,286
Household Products 2.1%
Clorox Co. (The)(a)		20,680		1,865,129
Colgate-Palmolive Co.		139,714		9,043,687
Kimberly-Clark Corp.		60,726		6,558,408
Procter & Gamble Co. (The)		434,176		35,059,712
				52,526,936
Independent Power Producers & Energy Traders 0.1%
AES Corp. (The)		97,594		1,375,100
NRG Energy, Inc.		51,202		1,460,793
				2,835,893
Industrial Conglomerates 2.4%
3M Co.		102,934		12,954,244
Danaher Corp.		94,834		6,836,583
General Electric Co.		1,614,433		42,201,279
				61,992,106
Information Technology Services 3.4%
Accenture PLC, Class A		102,230		7,513,905
Automatic Data Processing, Inc.		76,545		5,738,579
Cognizant Technology Solutions Corp., Class A*		47,779		4,153,428
Computer Sciences Corp.		23,418		1,153,571

Common Stocks (continued)
	Shares		Market Value
Information Technology Services (continued)
Fidelity National Information Services, Inc.		46,313	$	2,257,759
Fiserv, Inc.*		20,625		2,160,056
International Business Machines Corp.		163,238		29,253,882
MasterCard, Inc., Class A		16,446		11,793,427
Paychex, Inc. (a)		51,579		2,179,729
Teradata Corp.*		25,860		1,139,650
Total System Services, Inc.		26,433		788,496
Visa, Inc., Class A		81,833		16,094,096
Western Union Co. (The)		87,511		1,489,437
				85,716,015
Insurance 4.3%
ACE Ltd.		53,921		5,146,220
Aflac, Inc.		73,734		4,791,235
Allstate Corp. (The)		73,474		3,898,531
American International Group, Inc.		234,049		12,088,631
Aon PLC		48,745		3,855,242
Assurant, Inc.		11,889		695,269
Berkshire Hathaway, Inc., Class B*		285,342		32,837,157
Chubb Corp. (The)		40,509		3,730,069
Cincinnati Financial Corp.		23,357		1,167,850
Genworth Financial, Inc., Class A*		78,289		1,137,539
Hartford Financial Services Group, Inc.		72,144		2,431,253
Lincoln National Corp.		41,935		1,904,268
Loews Corp.		48,512		2,343,615
Marsh & McLennan Cos., Inc.		87,135		3,990,783
MetLife, Inc.		177,530		8,398,944
Principal Financial Group, Inc.		43,402		2,059,859
Progressive Corp. (The)		87,692		2,277,361
Prudential Financial, Inc.		73,719		5,999,990
Torchmark Corp.		14,522		1,058,073
Travelers Cos., Inc. (The)		59,208		5,109,650
Unum Group		41,796		1,326,605
XL Group PLC		45,377		1,387,175
				107,635,319
Internet & Catalog Retail 1.4%
Amazon.com, Inc.*		58,668		21,356,912
Expedia, Inc.		17,036		1,003,080
Netflix, Inc.*		9,342		3,012,608
priceline.com, Inc.*		8,165		8,604,522
TripAdvisor, Inc.*		17,684		1,462,643
				35,439,765
Internet Software & Services 2.5%
Akamai Technologies, Inc.*		28,248		1,263,816
eBay, Inc.*		184,703		9,735,695
Google, Inc., Class A*		44,347		45,703,131
VeriSign, Inc.* (a)		21,401		1,161,646
Yahoo!, Inc.*		150,435		4,953,825
				62,818,113

101

Statement of Investments (Continued)

October 31, 2013

Nationwide S&P 500 Index Fund (Continued)

Common Stocks (continued)
	Shares		Market Value
Leisure Equipment & Products 0.1%
Hasbro, Inc. (a)		18,308	$	945,608
Mattel, Inc.		54,628		2,423,845
				3,369,453
Life Sciences Tools & Services 0.5%
Agilent Technologies, Inc.		52,445		2,662,108
Life Technologies Corp.*		27,375		2,061,611
PerkinElmer, Inc.		17,765		675,781
Thermo Fisher Scientific, Inc.		57,155		5,588,616
Waters Corp.*		13,512		1,363,631
				12,351,747
Machinery 1.7%
Caterpillar, Inc.		100,861		8,407,773
Cummins, Inc.		27,605		3,506,387
Deere & Co.		60,695		4,967,279
Dover Corp.		27,059		2,483,745
Flowserve Corp.		22,295		1,548,834
Illinois Tool Works, Inc.		65,325		5,146,957
Ingersoll-Rand PLC		42,911		2,897,780
Joy Global, Inc. (a)		16,853		956,408
PACCAR, Inc.		56,119		3,120,216
Pall Corp.		17,732		1,427,780
Parker Hannifin Corp.		23,651		2,760,545
Pentair Ltd.		31,575		2,118,367
Snap-on, Inc.		9,224		959,942
Stanley Black & Decker, Inc.		25,380		2,007,304
Xylem, Inc.		29,382		1,013,679
				43,322,996
Media 3.6%
Cablevision Systems Corp., Class A		33,926		527,549
CBS Corp. Non-Voting Shares, Class B		89,172		5,273,632
Comcast Corp., Class A		414,632		19,728,191
DIRECTV*		80,943		5,058,128
Discovery Communications, Inc., Class A*		36,603		3,254,739
Gannett Co., Inc.		36,334		1,005,362
Interpublic Group of Cos., Inc. (The)		66,937		1,124,542
News Corp., Class A*		78,956		1,389,626
Omnicom Group, Inc.		40,776		2,777,253
Scripps Networks Interactive, Inc., Class A		17,347		1,396,434
Time Warner Cable, Inc.		45,307		5,443,636
Time Warner, Inc.		145,851		10,025,798
Twenty-First Century Fox, Inc., Class A		314,877		10,731,008
Viacom, Inc., Class B		68,805		5,730,768
Walt Disney Co. (The)		263,382		18,065,371
Washington Post Co. (The), Class B		695		447,107
				91,979,144
Metals & Mining 0.6%
Alcoa, Inc. (a)		169,584		1,572,044
Allegheny Technologies, Inc.		17,122		566,738
Cliffs Natural Resources, Inc. (a)		24,286		623,665

Common Stocks (continued)
	Shares		Market Value
Metals & Mining (continued)
Freeport-McMoRan Copper & Gold, Inc.		164,541	$	6,048,527
Newmont Mining Corp.		78,903		2,150,896
Nucor Corp.		50,447		2,611,641
United States Steel Corp. (a)		22,944		571,076
				14,144,587
Multiline Retail 0.7%
Dollar General Corp.*		47,201		2,727,274
Dollar Tree, Inc.*		35,357		2,064,849
Family Dollar Stores, Inc.		15,317		1,055,035
J.C. Penney Co., Inc.* (a)		36,579		274,343
Kohl’s Corp.		32,369		1,838,559
Macy’s, Inc.		59,651		2,750,508
Nordstrom, Inc. (a)		22,867		1,382,767
Target Corp.		100,055		6,482,563
				18,575,898
Multi-Utilities 1.1%
Ameren Corp.		38,472		1,391,917
CenterPoint Energy, Inc.		67,959		1,671,791
CMS Energy Corp.		42,157		1,157,631
Consolidated Edison, Inc.		46,433		2,703,329
Dominion Resources, Inc.		91,795		5,851,931
DTE Energy Co.		27,740		1,917,944
Integrys Energy Group, Inc.		12,622		740,659
NiSource, Inc.		49,561		1,562,163
PG&E Corp.		70,601		2,954,652
Public Service Enterprise Group, Inc.		80,200		2,686,700
SCANA Corp.		22,197		1,035,046
Sempra Energy		36,013		3,282,225
TECO Energy, Inc.		32,398		556,274
Wisconsin Energy Corp.		36,098		1,520,087
				29,032,349
Office Electronics 0.1%
Xerox Corp.		183,692		1,825,898
Oil, Gas & Consumable Fuels 8.3%
Anadarko Petroleum Corp.		79,696		7,594,232
Apache Corp.		64,020		5,684,976
Cabot Oil & Gas Corp.		66,703		2,355,950
Chesapeake Energy Corp.		80,326		2,245,915
Chevron Corp.		306,283		36,741,709
ConocoPhillips		193,885		14,211,770
CONSOL Energy, Inc.		36,286		1,324,439
Denbury Resources, Inc.*		59,131		1,122,898
Devon Energy Corp.		60,505		3,825,126
EOG Resources, Inc.		43,188		7,704,739
EQT Corp.		23,876		2,044,024
Exxon Mobil Corp.		697,788		62,535,761
Hess Corp.		45,732		3,713,438
Kinder Morgan, Inc.		106,744		3,769,131
Marathon Oil Corp.		112,510		3,967,103

102

Statement of Investments (Continued)

October 31, 2013

Nationwide S&P 500 Index Fund (Continued)

Common Stocks (continued)
	Shares		Market Value
Oil, Gas & Consumable Fuels (continued)
Marathon Petroleum Corp.		49,635	$	3,556,844
Murphy Oil Corp.		27,856		1,680,274
Newfield Exploration Co.*		21,518		655,223
Noble Energy, Inc.		56,939		4,266,439
Occidental Petroleum Corp.		127,739		12,273,163
Peabody Energy Corp.		42,792		833,588
Phillips 66		96,870		6,241,334
Pioneer Natural Resources Co.		21,965		4,497,993
QEP Resources, Inc.		28,431		939,929
Range Resources Corp.		25,906		1,961,343
Southwestern Energy Co.*		55,732		2,074,345
Spectra Energy Corp.		106,116		3,774,546
Tesoro Corp.		21,420		1,047,224
Valero Energy Corp.		85,952		3,538,644
Williams Cos., Inc. (The)		108,313		3,867,857
WPX Energy, Inc.*		31,812		704,318
				210,754,275
Paper & Forest Products 0.1%
International Paper Co.		70,703		3,154,061
Personal Products 0.2%
Avon Products, Inc.		68,759		1,203,283
Estee Lauder Cos., Inc. (The), Class A		40,538		2,876,576
				4,079,859
Pharmaceuticals 5.8%
AbbVie, Inc.		251,342		12,177,520
Actavis PLC*		27,469		4,246,158
Allergan, Inc.		47,056		4,263,744
Bristol-Myers Squibb Co.		260,995		13,707,457
Eli Lilly & Co.		157,177		7,830,558
Forest Laboratories, Inc.*		37,454		1,761,462
Hospira, Inc.*		26,266		1,064,298
Johnson & Johnson		446,749		41,373,425
Merck & Co., Inc.		463,920		20,918,153
Mylan, Inc.*		60,535		2,292,460
Perrigo Co. (a)		14,921		2,057,457
Pfizer, Inc.		1,049,517		32,199,182
Zoetis, Inc.		79,272		2,509,751
				146,401,625
Professional Services 0.2%
Dun & Bradstreet Corp. (The)		6,153		669,385
Equifax, Inc.		19,231		1,243,669
Nielsen Holdings NV		34,084		1,344,273
Robert Half International, Inc.		22,017		848,315
				4,105,642
Real Estate Investment Trusts (REITs) 1.9%
American Tower Corp.		62,622		4,969,056
Apartment Investment & Management Co., Class A		23,139		647,429

Common Stocks (continued)
	Shares		Market Value
Real Estate Investment Trusts (REITs) (continued)
AvalonBay Communities, Inc.		19,285	$	2,411,589
Boston Properties, Inc.		24,160		2,500,560
Equity Residential		53,129		2,781,834
HCP, Inc.		72,152		2,994,308
Health Care REIT, Inc.		45,460		2,948,081
Host Hotels & Resorts, Inc.		118,915		2,205,873
Kimco Realty Corp.		64,952		1,395,169
Macerich Co. (The)		22,284		1,319,436
Plum Creek Timber Co., Inc.		25,844		1,173,318
Prologis, Inc.		79,050		3,158,048
Public Storage		22,907		3,824,782
Simon Property Group, Inc.		49,198		7,603,551
Ventas, Inc.		46,489		3,032,942
Vornado Realty Trust		27,571		2,455,473
Weyerhaeuser Co.		92,591		2,814,766
				48,236,215
Real Estate Management & Development 0.0%†
CBRE Group, Inc., Class A*		43,966		1,021,330
Road & Rail 0.9%
CSX Corp.		161,524		4,209,315
Kansas City Southern		17,475		2,123,562
Norfolk Southern Corp.		49,457		4,254,291
Ryder System, Inc.		8,299		546,323
Union Pacific Corp.		73,534		11,133,048
				22,266,539
Semiconductors & Semiconductor Equipment 2.0%
Altera Corp.		50,652		1,701,907
Analog Devices, Inc.		49,259		2,428,469
Applied Materials, Inc.		190,696		3,403,924
Broadcom Corp., Class A		87,208		2,330,198
First Solar, Inc.*		10,997		552,819
Intel Corp.		789,801		19,294,838
KLA-Tencor Corp.		26,277		1,723,771
Lam Research Corp.*		25,869		1,402,876
Linear Technology Corp.		36,974		1,521,110
LSI Corp.		86,758		735,708
Microchip Technology, Inc. (a)		31,285		1,344,004
Micron Technology, Inc.*		164,642		2,910,870
NVIDIA Corp.		91,740		1,392,613
Teradyne, Inc.* (a)		30,367		531,119
Texas Instruments, Inc.		174,574		7,346,074
Xilinx, Inc.		42,221		1,917,678
				50,537,978
Software 3.3%
Adobe Systems, Inc.*		74,054		4,013,727
Autodesk, Inc.*		35,358		1,411,138
CA, Inc.		52,014		1,651,965
Citrix Systems, Inc.*		29,709		1,686,877
Electronic Arts, Inc.*		48,617		1,276,196

103

Statement of Investments (Continued)

October 31, 2013

Nationwide S&P 500 Index Fund (Continued)

Common Stocks (continued)
	Shares		Market Value
Software (continued)
Intuit, Inc.		47,075	$	3,361,626
Microsoft Corp.		1,201,697		42,479,989
Oracle Corp.		565,277		18,936,779
Red Hat, Inc.*		30,015		1,298,749
Salesforce.com, Inc.*		86,929		4,638,531
Symantec Corp.		110,761		2,518,705
				83,274,282
Specialty Retail 2.3%
Abercrombie & Fitch Co., Class A (a)		12,117		454,145
AutoNation, Inc.*		10,200		491,946
AutoZone, Inc.*		5,632		2,448,174
Bed Bath & Beyond, Inc.*		34,525		2,669,473
Best Buy Co., Inc.		42,776		1,830,813
CarMax, Inc.*		35,447		1,665,655
GameStop Corp., Class A		18,536		1,016,143
Gap, Inc. (The)		43,732		1,617,647
Home Depot, Inc. (The)		227,087		17,687,806
L Brands, Inc.		38,610		2,417,372
Lowe’s Cos., Inc.		166,744		8,300,516
O’Reilly Automotive, Inc.*		17,211		2,130,894
PetSmart, Inc. (a)		16,476		1,198,794
Ross Stores, Inc.		34,354		2,657,282
Staples, Inc.		104,724		1,688,151
Tiffany & Co.		17,447		1,381,279
TJX Cos., Inc.		113,390		6,892,978
Urban Outfitters, Inc.*		17,295		655,135
				57,204,203
Textiles, Apparel & Luxury Goods 0.7%
Coach, Inc.		44,699		2,265,345
Fossil Group, Inc.*		7,969		1,011,585
NIKE, Inc., Class B		118,566		8,982,560
PVH Corp.		12,934		1,611,189
Ralph Lauren Corp.		9,605		1,590,972
VF Corp.		13,941		2,997,315
				18,458,966
Thrifts & Mortgage Finance 0.1%
Hudson City Bancorp, Inc.		75,387		676,975
People’s United Financial, Inc. (a)		50,923		734,819
				1,411,794
Tobacco 1.6%
Altria Group, Inc.		317,764		11,830,354
Lorillard, Inc.		59,282		3,023,975
Philip Morris International, Inc.		256,589		22,867,212
Reynolds American, Inc.		50,193		2,578,414
				40,299,955
Trading Companies & Distributors 0.2%
Fastenal Co. (a)		43,302		2,156,439
W.W. Grainger, Inc.		9,806		2,637,520
				4,793,959

Common Stocks (continued)
	Shares		Market Value
Wireless Telecommunication Services 0.2%
Crown Castle International Corp.*		52,172	$	3,966,115
Total Common Stocks (cost $1,651,154,795)				2,476,438,708
Mutual Fund 2.3%
Money Market Fund 2.3%
Fidelity Institutional Money Market Fund - Institutional Class, 0.08% (c)		58,907,333		58,907,333
Total Mutual Fund (cost $58,907,333)				58,907,333
Repurchase Agreements 1.3%
	Principal Amount		Market Value
Goldman Sachs & Co., 0.05%, dated 10/30/13, due 11/06/13, repurchase price $10,000,083, collateralized by U.S. Government Treasury Securities ranging from 0.25% - 8.13%, maturing 01/31/15 - 02/15/26; total market value $10,200,004. (d)	$	10,000,000		10,000,000
Goldman Sachs & Co., 0.10%, dated 10/31/13, due 11/01/13, repurchase price $22,484,298, collateralized by U.S. Government Agency Securities ranging from 2.50% - 7.50%, maturing 06/15/23 - 10/20/43; total market value $22,933,920. (d)		22,484,235		22,484,235
Total Repurchase Agreements (cost $32,484,235)				32,484,235
Total Investments (cost $1,742,546,363) (e) — 101.5%				2,567,830,276
Liabilities in excess of other assets — (1.5%)				(38,176,192	)
NET ASSETS — 100.0%			$	2,529,654,084

* Denotes a non-income producing security.

(a) The security or a portion of this security is on loan at October 31, 2013. The total value of securities on loan at October 31, 2013 was $31,811,045.

104

Statement of Investments (Continued)

October 31, 2013

Nationwide S&P 500 Index Fund (Continued)

(b) Security or a portion of the security was used to cover the margin requirement for futures contracts.

(c) Represents 7-day effective yield as of October 31, 2013.

(d) The security was purchased with cash collateral held from securities on loan. The total value of securities purchased with cash collateral as of October 31, 2013 was $32,484,235.

(e) See notes to financial statements for tax unrealized appreciation/(depreciation) of securities.

† Amount rounds to less than 0.1%.

Ltd. Limited

NV Public Traded Company

PLC Public Limited Company

REIT Real Estate Investment Trust

At October 31, 2013, the Fund’s open futures contracts were as follows (Note 2):

Number of Contracts	Long Contracts	Expiration		Notional Value Covered by Contracts		Unrealized Appreciation/ (Depreciation)
688	E-Mini S&P 500		12/20/13	$	60,234,400	$	2,409,376

The accompanying notes are an integral part of these financial statements.

105

Statement of Assets and Liabilities

October 31, 2013

	Nationwide S&P 500 Index Fund
Assets:
Investments, at value *(cost $1,710,062,128)	$	2,535,346,041
Repurchase agreements, at value and cost		32,484,235
Total Investments		2,567,830,276
Cash		186,448
Dividends receivable		2,540,399
Security lending income receivable		7,764
Receivable for capital shares issued		122,665
Reclaims receivable		3,452
Prepaid expenses		58,033
Total Assets		2,570,749,037
Liabilities:
Payable for investments purchased		77,132
Payable for capital shares redeemed		7,520,524
Payable for variation margin on futures contracts		335,166
Payable upon return of securities loaned (Note 2)		32,484,235
Accrued expenses and other payables:
Investment advisory fees		248,249
Fund administration fees		67,197
Distribution fees		92,368
Administrative servicing fees		179,663
Accounting and transfer agent fees		14,542
Trustee fees		6,103
Custodian fees		11,497
Compliance program costs (Note 3)		2,404
Professional fees		37,583
Printing fees		14,316
Other		3,974
Total Liabilities		41,094,953
Net Assets	$	2,529,654,084
Represented by:
Capital	$	1,571,879,084
Accumulated undistributed net investment income		15,580,297
Accumulated net realized gains from investment and futures transactions		114,501,414
Net unrealized appreciation/(depreciation) from investments		825,283,913
Net unrealized appreciation/(depreciation) from futures contracts (Note 2)		2,409,376
Net Assets	$	2,529,654,084
Net Assets:
Class A Shares	$	112,594,934
Class B Shares		5,633,181
Class C Shares		13,770,861
Class R2 Shares		2,015,761
Institutional Service Class Shares		172,046,113
Institutional Class Shares		1,819,663,954
Service Class Shares		403,929,280
Total	$	2,529,654,084

* Includes value of securities on loan of $31,811,045 (Note 2).

106

Statement of Assets and Liabilities (Continued)

October 31, 2013

	Nationwide S&P 500 Index Fund
Shares Outstanding (unlimited number of shares authorized):
Class A Shares		7,767,780
Class B Shares		390,847
Class C Shares		963,206
Class R2 Shares		139,419
Institutional Service Class Shares		11,820,571
Institutional Class Shares		124,811,270
Service Class Shares		27,852,960
Total		173,746,053
Net asset value and redemption price per share (Net assets by class divided by shares outstanding by class, respectively):
Class A Shares (a)	$	14.50
Class B Shares (b)	$	14.41
Class C Shares (c)	$	14.30
Class R2 Shares	$	14.46
Institutional Service Class Shares	$	14.55
Institutional Class Shares	$	14.58
Service Class Shares	$	14.50
Maximum offering price per share (100%/(100%-maximum sales charge) of net asset value adjusted to the nearest cent):
Class A Shares	$	15.38
Maximum Sales Charge:
Class A Shares		5.75	%

(a) For Class A Shares, the redemption price per share is reduced by 1.00% on sales of shares of original purchases of $1,000,000 or more or that were not subject to a front-end sales charge made within 18 months of the purchase date.

(b) For Class B Shares, the redemption price per share varies by the length of time shares are held.

(c) For Class C Shares, the redemption price per share is reduced by 1.00% for shares held less than one year.

The accompanying notes are an integral part of these financial statements.

107

Statement of Operations

For the Year Ended October 31, 2013

	Nationwide S&P 500 Index Fund
INVESTMENT INCOME:
Dividend income	$	61,014,353
Income from securities lending (Note 2)		250,648
Foreign tax withholding		(40,912	)
Total Income		61,224,089
EXPENSES:
Investment advisory fees		3,152,360
Fund administration fees		805,792
Distribution fees Class A		244,086
Distribution fees Class B		74,298
Distribution fees Class C		101,992
Distribution fees Class R2		9,020
Distribution fees Service Class		569,816
Administrative servicing fees Class A		133,383
Administrative servicing fees Class R2		4,297
Administrative servicing fees Institutional Service Class		282,083
Administrative servicing fees Service		949,285
Registration and filing fees		77,975
Professional fees		121,906
Printing fees		19,455
Trustee fees		97,355
Custodian fees		103,065
Accounting and transfer agent fees		83,938
Compliance program costs (Note 3)		10,325
Recoupment fees (Note 3)		532,105
Other		128,226
Total expenses before earnings credit		7,500,762
Earnings credit (Note 6)		(236	)
Net Expenses		7,500,526
NET INVESTMENT INCOME		53,723,563
REALIZED/UNREALIZED GAINS (LOSSES) FROM INVESTMENTS:
Net realized gains from investment transactions		174,315,039
Net realized gains from futures transactions (Note 2)		7,232,228
Net realized gains from investment and futures transactions		181,547,267
Net change in unrealized appreciation/(depreciation) from investments		401,694,105
Net change in unrealized appreciation/(depreciation) from futures contracts (Note 2)		2,736,514
Net change in unrealized appreciation/(depreciation) from investments and futures contracts		404,430,619
Net realized/unrealized gains from investments and futures transactions		585,977,886
CHANGE IN NET ASSETS RESULTING FROM OPERATIONS	$	639,701,449

The accompanying notes are an integral part of these financial statements.

108

Statements of Changes in Net Assets

	Nationwide S&P 500 Index Fund
	Year Ended October 31, 2013			Year Ended October 31, 2012
Operations:
Net investment income	$	53,723,563		$	47,608,443
Net realized gains from investment and futures transactions		181,547,267			10,224,056
Net change in unrealized appreciation/(depreciation) from investments and futures contracts		404,430,619			282,272,200
Change in net assets resulting from operations		639,701,449			340,104,699
Distributions to Shareholders From:
Net investment income:
Class A		(1,316,237	)		(1,181,274	)
Class B		(61,495	)		(78,947	)
Class C		(79,278	)		(34,117	)
Class R2		(17,106	)		(14,326	)
Institutional Service Class		(1,735,592	)		(1,453,952	)
Institutional Class		(37,263,175	)		(36,655,914	)
Service Class		(5,169,696	)		(5,154,552	)
Net realized gains:
Class A		(734,057	)		(484,713	)
Class B		(67,969	)		(61,107	)
Class C		(57,997	)		(23,942	)
Class R2		(13,297	)		(5,427	)
Institutional Service Class		(822,250	)		(553,422	)
Institutional Class		(17,203,923	)		(12,719,031	)
Service Class		(3,121,164	)		(2,357,071	)
Change in net assets from shareholder distributions		(67,663,236	)		(60,777,795	)
Change in net assets from capital transactions		(563,634,651	)		(155,730,334	)
Change in net assets		8,403,562			123,596,570
Net Assets:
Beginning of year		2,521,250,522			2,397,653,952
End of year	$	2,529,654,084		$	2,521,250,522
Accumulated undistributed net investment income at end of year	$	15,580,297		$	7,825,620
CAPITAL TRANSACTIONS:
Class A Shares
Proceeds from shares issued	$	44,948,975		$	35,556,149
Dividends reinvested		1,798,438			1,518,544
Cost of shares redeemed		(36,118,052	)		(37,499,464	)
Total Class A Shares		10,629,361			(424,771	)
Class B Shares
Proceeds from shares issued		145,270			122,457
Dividends reinvested		18,982			19,291
Cost of shares redeemed		(3,881,618	)		(2,391,030	)
Total Class B Shares		(3,717,366	)		(2,249,282	)
Class C Shares
Proceeds from shares issued		10,396,626			3,020,729
Dividends reinvested		88,871			23,056
Cost of shares redeemed		(4,854,407	)		(911,426	)
Total Class C Shares		5,631,090			2,132,359

109

Statements of Changes in Net Assets (Continued)

	Nationwide S&P 500 Index Fund
	Year Ended October 31, 2013			Year Ended October 31, 2012
CAPITAL TRANSACTIONS: (continued)
Class R2 Shares
Proceeds from shares issued	$	683,522		$	593,795
Dividends reinvested		30,403			19,754
Cost of shares redeemed		(547,622	)		(41,316	)
Total Class R2 Shares		166,303			572,233
Institutional Service Class Shares
Proceeds from shares issued		73,040,382			14,153,695
Dividends reinvested		2,557,842			2,007,374
Cost of shares redeemed		(22,869,313	)		(13,942,033	)
Total Institutional Service Class Shares		52,728,911			2,219,036
Institutional Class Shares
Proceeds from shares issued		112,680,379			137,006,269
Dividends reinvested		54,414,784			49,230,460
Cost of shares redeemed		(757,175,126	)		(317,439,579	)
Total Institutional Class Shares		(590,079,963	)		(131,202,850	)
Service Class Shares
Proceeds from shares issued		29,926,217			38,750,285
Dividends reinvested		8,289,825			7,510,978
Cost of shares redeemed		(77,209,029	)		(73,038,322	)
Total Service Shares		(38,992,987	)		(26,777,059	)
Change in net assets from capital transactions	$	(563,634,651	)	$	(155,730,334	)
SHARE TRANSACTIONS:
Class A Shares
Issued		3,457,067			3,168,383
Reinvested		146,617			143,599
Redeemed		(2,767,833	)		(3,394,341	)
Total Class A Shares		835,851			(82,359	)
Class B Shares
Issued		11,352			11,822
Reinvested		1,594			1,863
Redeemed		(291,362	)		(210,326	)
Total Class B Shares		(278,416	)		(196,641	)
Class C Shares
Issued		812,984			263,289
Reinvested		7,351			2,245
Redeemed		(369,768	)		(82,725	)
Total Class C Shares		450,567			182,809
Class R2 Shares
Issued		52,894			52,788
Reinvested		2,507			1,854
Redeemed		(41,168	)		(3,617	)
Total Class R2 Shares		14,233			51,025

110

Statements of Changes in Net Assets (Continued)

	Nationwide S&P 500 Index Fund
	Year Ended October 31, 2013			Year Ended October 31, 2012
CAPITAL TRANSACTIONS: (continued)
Institutional Service Class Shares
Issued		5,390,769			1,265,712
Reinvested		205,569			188,440
Redeemed		(1,741,089	)		(1,245,791	)
Total Institutional Service Class Shares		3,855,249			208,361
Institutional Class Shares
Issued		8,790,255			12,150,121
Reinvested		4,392,040			4,610,639
Redeemed		(55,343,746	)		(28,461,881	)
Total Institutional Class Shares		(42,161,451	)		(11,701,121	)
Service Class Shares
Issued		2,262,995			3,419,891
Reinvested		678,234			712,438
Redeemed		(5,994,647	)		(6,560,537	)
Total Service Shares		(3,053,418	)		(2,428,208	)
Total change in shares		(40,337,385	)		(13,966,134	)

The accompanying notes are an integral part of these financial statements.

111

Financial Highlights

Selected data for each share of capital outstanding throughout the periods indicated

Nationwide S&P 500 Index Fund

			Operations							Distributions															Ratios/Supplemental Data
	Net Asset Value, Beginning of Period		Net Investment Income (Loss)			Net Realized and Unrealized Gains from Investments		Total from Operations		Net Investment Income			Net Realized Gains			Total Distributions			Redemption Fees		Net Asset Value, End of Period		Total Return (a)		Net Assets at End of Period		Ratio of Expenses to Average Net Assets		Ratio of Net Investment Income (Loss) to Average Net Assets			Ratio of Expenses (Prior to Reimbursements) to Average Net Assets (b)		Portfolio Turnover (c)
Class A Shares
Year Ended October 31, 2013 (d)	$	11.73		0.22			2.83		3.05		(0.18	)		(0.10	)		(0.28	)		–	$	14.50		26.50%	$	112,594,934		0.57%		1.65%			0.57%		3.67%
Year Ended October 31, 2012 (d)	$	10.47		0.18			1.32		1.50		(0.17	)		(0.07	)		(0.24	)		–	$	11.73		14.53%	$	81,276,957		0.57%		1.63%			0.58%		3.71%
Year Ended October 31, 2011 (d)	$	9.91		0.15			0.59		0.74		(0.18	)		–			(0.18	)		–	$	10.47		7.46%	$	73,439,959		0.62%		1.43%			0.63%		4.12%
Year Ended October 31, 2010 (d)	$	8.66		0.15			1.21		1.36		(0.11	)		–			(0.11	)		–	$	9.91		15.78%	$	107,697,519		0.63%		1.59%			0.66%		4.48%
Year Ended October 31, 2009 (d)	$	8.09		0.15			0.58		0.73		(0.16	)		–			(0.16	)		–	$	8.66		9.32%	$	91,782,717		0.52%		1.97%			0.60%		4.24%
Class B Shares
Year Ended October 31, 2013 (d)	$	11.66		0.14			2.81		2.95		(0.10	)		(0.10	)		(0.20	)		–	$	14.41		25.68%	$	5,633,181		1.19%		1.10%			1.19%		3.67%
Year Ended October 31, 2012 (d)	$	10.41		0.11			1.31		1.42		(0.10	)		(0.07	)		(0.17	)		–	$	11.66		13.86%	$	7,802,495		1.21%		1.01%			1.21%		3.71%
Year Ended October 31, 2011 (d)	$	9.86		0.09			0.58		0.67		(0.12	)		–			(0.12	)		–	$	10.41		6.80%	$	9,013,153		1.20%		0.82%			1.21%		4.12%
Year Ended October 31, 2010 (d)	$	8.62		0.10			1.20		1.30		(0.06	)		–			(0.06	)		–	$	9.86		15.16%	$	10,035,049		1.22%		1.02%			1.25%		4.48%
Year Ended October 31, 2009 (d)	$	8.05		0.10			0.57		0.67		(0.10	)		–			(0.10	)		–	$	8.62		8.53%	$	9,974,577		1.23%		1.29%			1.31%		4.24%
Class C Shares
Year Ended October 31, 2013 (d)	$	11.58		0.13			2.81		2.94		(0.12	)		(0.10	)		(0.22	)		–	$	14.30		25.79%	$	13,770,861		1.18%		0.98%			1.18%		3.67%
Year Ended October 31, 2012 (d)	$	10.35		0.11			1.29		1.40		(0.10	)		(0.07	)		(0.17	)		–	$	11.58		13.80%	$	5,938,136		1.21%		0.98%			1.21%		3.71%
Year Ended October 31, 2011 (d)	$	9.80		0.09			0.58		0.67		(0.12	)		–			(0.12	)		–	$	10.35		6.85%	$	3,412,978		1.20%		0.82%			1.21%		4.12%
Year Ended October 31, 2010 (d)	$	8.57		0.09			1.20		1.29		(0.06	)		–			(0.06	)		–	$	9.80		15.14%	$	3,588,539		1.22%		1.00%			1.25%		4.48%
Year Ended October 31, 2009 (d)	$	8.00		(0.02	)		0.69		0.67		(0.10	)		–			(0.10	)		–	$	8.57		8.62%	$	3,011,534		1.23%		(0.23%	)		1.31%		4.24%
Class R2 Shares(e)
Year Ended October 31, 2013 (d)	$	11.69		0.17			2.83		3.00		(0.13	)		(0.10	)		(0.23	)		–	$	14.46		26.06%	$	2,015,761		0.93%		1.30%			0.93%		3.67%
Year Ended October 31, 2012 (d)	$	10.45		0.14			1.31		1.45		(0.14	)		(0.07	)		(0.21	)		–	$	11.69		14.18%	$	1,463,340		0.92%		1.24%			0.93%		3.71%
Year Ended October 31, 2011 (d)	$	9.90		0.11			0.59		0.70		(0.15	)		–			(0.15	)		–	$	10.45		7.06%	$	774,839		0.95%		1.07%			0.95%		4.12%
Year Ended October 31, 2010 (d)	$	8.65		0.11			1.22		1.33		(0.08	)		–			(0.08	)		–	$	9.90		15.48%	$	679,538		0.97%		1.21%			0.99%		4.48%
Year Ended October 31, 2009 (d)	$	8.08		0.12			0.58		0.70		(0.13	)		–			(0.13	)		–	$	8.65		8.95%	$	388,693		0.90%		1.56%			0.98%		4.24%
Institutional Service Class Shares
Year Ended October 31, 2013 (d)	$	11.77		0.23			2.85		3.08		(0.20	)		(0.10	)		(0.30	)		–	$	14.55		26.65%	$	172,046,113		0.44%		1.76%			0.44%		3.67%
Year Ended October 31, 2012 (d)	$	10.51		0.20			1.32		1.52		(0.19	)		(0.07	)		(0.26	)		–	$	11.77		14.71%	$	93,780,481		0.46%		1.74%			0.46%		3.71%
Year Ended October 31, 2011 (d)	$	9.96		0.17			0.58		0.75		(0.20	)		–			(0.20	)		–	$	10.51		7.55%	$	81,543,635		0.45%		1.57%			0.46%		4.12%
Year Ended October 31, 2010 (d)	$	8.69		0.17			1.22		1.39		(0.12	)		–			(0.12	)		–	$	9.96		16.01%	$	77,135,518		0.47%		1.76%			0.50%		4.48%
Year Ended October 31, 2009 (d)	$	8.12		0.20			0.53		0.73		(0.16	)		–			(0.16	)		–	$	8.69		9.42%	$	69,764,415		0.48%		2.57%			0.56%		4.24%
Institutional Class Shares
Year Ended October 31, 2013 (d)	$	11.79		0.27			2.85		3.12		(0.23	)		(0.10	)		(0.33	)		–	$	14.58		26.98%	$	1,819,663,954		0.19%		2.07%			0.19%		3.67%
Year Ended October 31, 2012 (d)	$	10.53		0.23			1.31		1.54		(0.21	)		(0.07	)		(0.28	)		–	$	11.79		14.96%	$	1,968,477,602		0.21%		2.00%			0.21%		3.71%
Year Ended October 31, 2011 (d)	$	9.97		0.19			0.60		0.79		(0.23	)		–			(0.23	)		–	$	10.53		7.91%	$	1,880,635,492		0.20%		1.82%			0.21%		4.12%
Year Ended October 31, 2010 (d)	$	8.70		0.19			1.23		1.42		(0.15	)		–			(0.15	)		–	$	9.97		16.41%	$	1,768,870,557		0.22%		2.01%			0.25%		4.48%
Year Ended October 31, 2009 (d)	$	8.13		0.17			0.58		0.75		(0.18	)		–			(0.18	)		–	$	8.70		9.55%	$	1,482,444,134		0.23%		2.25%			0.31%		4.24%
Service Class Shares
Year Ended October 31, 2013 (d)	$	11.73		0.22			2.83		3.05		(0.18	)		(0.10	)		(0.28	)		–	$	14.50		26.44%	$	403,929,280		0.59%		1.66%			0.59%		3.67%
Year Ended October 31, 2012 (d)	$	10.46		0.18			1.32		1.50		(0.16	)		(0.07	)		(0.23	)		–	$	11.73		14.60%	$	362,511,511		0.61%		1.60%			0.61%		3.71%
Year Ended October 31, 2011 (d)	$	9.91		0.15			0.58		0.73		(0.18	)		–			(0.18	)		–	$	10.46		7.42%	$	348,833,896		0.60%		1.42%			0.61%		4.12%
Year Ended October 31, 2010 (d)	$	8.66		0.15			1.22		1.37		(0.12	)		–			(0.12	)		–	$	9.91		15.89%	$	377,369,752		0.62%		1.63%			0.65%		4.48%
Year Ended October 31, 2009 (d)	$	8.08		0.15			0.57		0.72		(0.14	)		–			(0.14	)		–	$	8.66		9.27%	$	381,086,600		0.63%		1.92%			0.72%		4.24%

Amounts designated as “–” are zero or have been rounded to zero.

(a) Excludes sales charge.

(b) During the period certain fees may have been waived and/or reimbursed. If such waivers/reimbursements had not occurred, the ratios would have been as indicated.

(c) Portfolio turnover is calculated on the basis of the Fund as a whole without distinguishing among the classes of shares.

(d) Per share calculations were performed using average shares method.

(e) Effective February 28, 2009, Class R Shares were renamed Class R2 Shares.

The accompanying notes are an integral part of these financial statements.

112

Fund Commentary Nationwide Small Cap Index Fund

For the annual period ended October 31, 2013, the Nationwide Small Cap Index Fund (Institutional Class) returned 36.30% versus 36.28% for its benchmark, the Russell 2000® Index. For broader comparison, the median return for the Fund’s closest Lipper peer category of Small-Cap Core Funds (consisting of 710 funds as of October 31, 2013) was 35.39% for the same time period.

Small-cap stocks performed well during the annual period, with the Russell 2000® Index outperforming the broader S&P 500® by 9.10%. U.S. small cap stocks advanced late in the reporting period as the tenor of the U.S. central bank served to orchestrate a calmer tone in financial markets while the outlook for the global economy improved.

Risk markets globally began 2013 with a powerful relief rally after the United States averted the worst of its fiscal cliff situation with a last-minute tax deal struck on New Year’s Day. The rally stalled in February, however, as economic momentum slowed and investors weighed the global impact of the inevitable U.S. government spending cuts. Later in the first quarter, financial markets were rattled by a stalemate presidential election in Italy and a severe banking crisis in Cyprus, reminding investors that Europe was still quite vulnerable to political instability and the region’s debt and banking problems were far from resolved.

U.S. stocks persevered through these flare-ups in the eurozone as investors’ risk appetite was largely supported by the continuation of accommodative monetary policy from the U.S. Federal Reserve. Equities broadly advanced as increased global liquidity kept interest rates low and investors turned to riskier asset classes in search of yield. As the year progressed, the markets became increasingly dominated by speculation around the future direction of monetary policy. Sluggish global growth, ironically, was conducive to positive equity market performance. Although disappointing economic reports caused financial market volatility to rise, the weak data also afforded investors some comfort that the central bank would continue to maintain its accommodative stance.

However, after peaking in late May, U.S. stock markets recoiled in response to comments from the U.S. Federal Reserve, which had hinted that a change in its policy stance was on the horizon. Volatility picked up considerably and equities broadly declined during the remainder of the period due to concerns about the potential impact tighter monetary policy would have on financial markets and economic growth.

While rhetoric from the U.S. Federal Reserve about tapering (gradually reducing) its bond-buying stimulus program was the catalyst for the sell-off in equity markets, indicators that global growth was continuing to slow (with the exception of Japan) proved to be another source of investor anxiety. The U.S. recovery showed signs of weakening.

September was surprisingly positive for stocks as some key risks eased. For one, the Fed defied market expectations with its decision to maintain the existing pace of its asset purchase program. Additionally, many investors were relieved when the more hawkish candidate to become the next Fed Chairman, Larry Summers, withdrew from the race. Elsewhere, the crisis in Syria abated enough that foreign military intervention seemed less likely to be warranted. These favorable developments resulted in U.S. stock market gains for the month even though prices declined in the final week, a time when investors turned their focus to political brinksmanship over U.S. fiscal policy negotiations, which ultimately led to a government shutdown at the close of the period.

Subadviser:

BlackRock Investment Management, LLC

Portfolio Managers:

Christopher Bliss, Edward Corallo and Greg Savage

The Fund seeks to match the performance of an index. Correlation between Fund performance and index performance may be affected by Fund expenses, index composition changes, and the timing of Fund share purchases and redemptions. The Fund is subject to the risks of investing in equity securities and risks associated with investing in stocks of smaller companies. High double-digit returns are unusual and cannot be sustained. Please refer to the summary prospectus for a more detailed explanation of the Fund’s principal risks.

A description of the benchmarks can be found on the Market Index Definitions page at the back of this book.

113

Fund Overview Nationwide Small Cap Index Fund

Objective

The Fund seeks to match the performance of the Russell 2000® Index as closely as possible before the deduction of Fund expenses.

Asset Allocation†

Common Stocks	97.0%
Repurchase Agreements	10.8%
Mutual Funds	2.9%
Rights††	0.0%
Warrant††	0.0%
Liabilities in excess of other assets†††	(10.7)%
	100.0%

Top Industries ††††

Real Estate Investment Trusts (REITs)	6.5%
Commercial Banks	6.2%
Software	3.7%
Oil, Gas & Consumable Fuels	3.5%
Biotechnology	3.3%
Health Care Equipment & Supplies	3.1%
Machinery	2.9%
Specialty Retail	2.9%
Semiconductors & Semiconductor Equipment	2.8%
Internet Software & Services	2.6%
Other Industries *	62.5%
	100.0%

Top Holdings ††††

Fidelity Institutional Money Market Fund—Institutional Class	2.7%
CoStar Group, Inc.	0.3%
athenahealth, Inc.	0.3%
Acuity Brands, Inc.	0.2%
Middleby Corp. (The)	0.2%
Ultimate Software Group, Inc. (The)	0.2%
US Airways Group, Inc.	0.2%
Align Technology, Inc.	0.2%
Brunswick Corp.	0.2%
Rite Aid Corp.	0.2%
Other Holdings *	95.3%
	100.0%

† Percentages indicated are based upon net assets as of October 31, 2013.

†† Amount rounds to less than 0.1%.

††† Please refer to the Statement of Assets and Liabilities for additional details.

†††† Percentages indicated are based upon total investments as of October 31, 2013.

* For purposes of listing top industries and top holdings, the repurchase agreements are included as part of Other.

114

Fund Performance Nationwide Small Cap Index Fund

Average Annual Total Return

(For periods ended October 31, 2013)		1 Yr.		5 Yr.		10 Yr.
Class A	w/o SC1		35.77%		16.53%		8.44%
	w/SC2		27.91%		15.17%		7.80%
Class B	w/o SC1		34.86%		15.87%		7.77%
	w/SC3		29.86%		15.65%		7.77%
Class C	w/o SC1		34.95%		15.84%		7.80%
	w/SC4		33.95%		15.84%		7.80%
Class R25,6,7			35.71%		16.41%		8.38%
Institutional Class5			36.30%		17.00%		8.86%

Expense Ratios

	Expense Ratio*
Class A	0.74%
Class B	1.34%
Class C	1.34%
Class R2	0.99%
Institutional Class	0.34%

*Current effective prospectus dated March 1, 2013. Please see the Fund’s most recent prospectus for details.

All figures showing the effect of a sales charge (SC) reflect the maximum charge possible, because it has the most significant effect on performance data.

¹  These returns do not reflect the effects of SCs.

²  A 5.75% front-end sales charge was deducted.

³  A 5.00% maximum contingent deferred sales charge (CDSC) was deducted. The CDSC declines to 0% after 6 years and is not deducted from returns after 6 years.

⁴  A 1.00% CDSC was deducted from the one year return because it is charged when you sell Class C shares within the first year after purchase.

⁵  Not subject to any SCs.

⁶  Effective February 28, 2009, Class R Shares were renamed Class R2 Shares.

⁷  These returns until the creation of Class R2 shares (03/09/07) include the previous performance of the Fund’s Class A shares. Excluding the effect of any fee waivers or reimbursements, such prior performance is similar to what Class R2 shares would have produced because both classes invest in the same portfolio of securities. The performance of Class R2 shares has been restated to reflect differences in SCs, but does not reflect the higher level of other fees applicable to such class; if these fees were reflected, the performance for Class R2 shares would have been lower.

115

Fund Performance (con’t.) Nationwide Small Cap Index Fund

Performance of a $10,000 Investment

Investment return and principal value will fluctuate, and when redeemed, shares may be worth more or less than original cost. Past performance is no guarantee of future results and does not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares. Investing in mutual funds involves market risk, including loss of principal. Performance returns assume the reinvestment of all distributions.

Comparative performance of $10,000 invested in Institutional Class shares of the Nationwide Small Cap Index Fund versus the Russell 2000^® Index and the Consumer Price Index (CPI) over the 10-year period ended 10/31/13. Unlike the Fund, the performance for these unmanaged indexes does not reflect any fees, expenses, or sales charges. Investors cannot invest directly in market indexes. A description of the benchmarks can be found on the Market Index Definitions page at the back of this book.

116

Shareholder Expense Example Nationwide Small Cap Index Fund

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, including sales charges (loads) paid on purchase payments and redemption fees; and (2) ongoing costs, including investment advisory fees, administration fees, distribution fees and other Fund expenses. The examples below are intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds. Per Securities and Exchange Commission (“SEC”) requirements, the examples assume that you had a $1,000 investment in the Class at the beginning of the reporting period (May 1, 2013) and continued to hold your shares at the end of the reporting period (October 31, 2013).

Actual Expenses

For each Class of the Fund in the table below, the first line provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid from May 1, 2013 through October 31, 2013. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line of each Class under the heading entitled “Expenses Paid During

Period” to estimate the expenses you paid on your account during this period.

Hypothetical Expenses for Comparison Purposes

The second line of each Class in the table below provides information about hypothetical account values and hypothetical expenses based on the Class’ actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Class’ actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period from May 1, 2013 through October 31, 2013. You may use this information to compare the ongoing costs of investing in the Class of the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transaction costs, such as sales charges (loads) or redemption fees. If these transaction costs were included, your costs would have been higher. Therefore, the second line for each Class in the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. The examples also assume all dividends and distributions are reinvested.

Schedule of Shareholder Expenses

Expense Analysis of a $1,000 Investment

Nationwide Small Cap Index Fund October 31, 2013			Beginning Account Value($) 05/01/13	Ending Account Value($) 10/31/13	Expenses Paid During Period ($) 05/01/13 - 10/31/13	Expense Ratio During Period (%) 05/01/13 - 10/31/13
Class A Shares	Actual	a	1,000.00	1,166.80	3.66	0.67
	Hypothetical	a,b	1,000.00	1,021.83	3.41	0.67
Class B Shares	Actual	a	1,000.00	1,163.00	7.03	1.29
	Hypothetical	a,b	1,000.00	1,018.70	6.56	1.29
Class C Shares	Actual	a	1,000.00	1,163.00	6.92	1.27
	Hypothetical	a,b	1,000.00	1,018.80	6.46	1.27
Class R2 Shares	Actual	a	1,000.00	1,166.10	4.20	0.77
	Hypothetical	a,b	1,000.00	1,021.32	3.92	0.77
Institutional Class Shares	Actual	a	1,000.00	1,168.60	1.48	0.27
	Hypothetical	a,b	1,000.00	1,023.84	1.38	0.27

a Expenses are equal to the Fund’s annualized expense ratio multiplied by the average account value from May 1, 2013 through October 31, 2013 multiplied to reflect one-half year period. The expense ratio presented represents a six-month, annualized ratio in accordance with Securities and Exchange Commission guidelines.

b Represents the hypothetical 5% return before expenses.

117

Statement of Investments

October 31, 2013

Nationwide Small Cap Index Fund

Common Stocks 97.0%
	Shares		Market Value
Aerospace & Defense 1.6%
AAR Corp.		18,802	$	550,523
Aerovironment, Inc.*		8,765		237,619
American Science & Engineering, Inc.		3,851		253,319
API Technologies Corp.*		15,580		45,494
Astronics Corp., Class B*		1,189		57,397
Astronics Corp.*		5,943		291,564
Cubic Corp.		9,379		492,397
Curtiss-Wright Corp.		22,044		1,097,350
DigitalGlobe, Inc.*		35,154		1,118,600
Ducommun, Inc.*		5,027		124,971
Engility Holdings, Inc.*		8,133		251,879
Erickson Air-Crane, Inc.* (a)		1,867		36,593
Esterline Technologies Corp.*		14,754		1,182,681
GenCorp, Inc.* (a)		28,681		481,841
HEICO Corp.		31,342		1,679,318
Innovative Solutions & Support, Inc.		6,085		47,950
KEYW Holding Corp. (The)* (a)		15,087		173,500
Kratos Defense & Security Solutions, Inc.*		20,809		176,460
LMI Aerospace, Inc.*		4,791		75,219
Moog, Inc., Class A*		21,349		1,275,176
National Presto Industries, Inc. (a)		2,266		159,866
Orbital Sciences Corp.*		28,368		654,450
Sparton Corp.*		4,825		127,332
Taser International, Inc.*		24,269		431,260
Teledyne Technologies, Inc.*		17,631		1,565,985
				12,588,744
Air Freight & Logistics 0.4%
Air Transport Services Group, Inc.*		24,561		177,822
Atlas Air Worldwide Holdings, Inc.*		12,209		452,099
Echo Global Logistics, Inc.*		8,422		155,049
Forward Air Corp.		14,246		576,678
Hub Group, Inc., Class A*		17,474		641,820
Pacer International, Inc.*		16,424		131,063
Park-Ohio Holdings Corp.*		4,105		169,988
UTi Worldwide, Inc.		42,896		652,019
XPO Logistics, Inc.* (a)		13,942		281,350
				3,237,888
Airlines 0.7%
Allegiant Travel Co.		7,057		735,833
Hawaiian Holdings, Inc.* (a)		24,593		202,892
JetBlue Airways Corp.*		110,018		780,028
Republic Airways Holdings, Inc.*		23,256		273,956
SkyWest, Inc.		24,507		368,585
Spirit Airlines, Inc.*		28,453		1,227,747
US Airways Group, Inc.*		90,739		1,993,536
				5,582,577
Auto Components 1.0%
American Axle & Manufacturing Holdings, Inc.*		31,861		592,933
Cooper Tire & Rubber Co.		29,875		777,049

Common Stocks (continued)
	Shares		Market Value
Auto Components (continued)
Dana Holding Corp.		69,280	$	1,357,888
Dorman Products, Inc.		11,922		579,528
Drew Industries, Inc.		10,753		540,446
Federal-Mogul Corp.*		9,315		190,864
Fox Factory Holding Corp.*		4,510		78,564
Fuel Systems Solutions, Inc.*		6,629		119,057
Gentherm, Inc.*		15,827		369,561
Modine Manufacturing Co.*		22,343		297,609
Remy International, Inc.		6,546		144,208
Shiloh Industries, Inc.		2,897		47,569
Spartan Motors, Inc.		15,855		107,655
Standard Motor Products, Inc.		9,391		339,579
Stoneridge, Inc.*		13,489		172,120
Superior Industries International, Inc.		11,008		206,400
Tenneco, Inc.*		28,704		1,523,321
Tower International, Inc.*		2,811		59,649
				7,504,000
Automobiles 0.1%
Winnebago Industries, Inc.*		13,306		394,656
Beverages 0.2%
Boston Beer Co., Inc. (The), Class A* (a)		3,891		893,335
Coca-Cola Bottling Co. Consolidated		2,174		137,657
Craft Brew Alliance, Inc.*		5,126		83,144
National Beverage Corp.		5,239		95,926
				1,210,062
Biotechnology 3.7%
ACADIA Pharmaceuticals, Inc.* (a)		33,023		750,613
Achillion Pharmaceuticals, Inc.* (a)		45,675		114,644
Acorda Therapeutics, Inc.*		19,188		587,345
Aegerion Pharmaceuticals, Inc.*		13,599		1,126,269
Agios Pharmaceuticals, Inc.* (a)		3,185		73,765
Alnylam Pharmaceuticals, Inc.*		27,404		1,578,744
AMAG Pharmaceuticals, Inc.*		10,197		275,115
Amicus Therapeutics, Inc.* (a)		14,965		31,726
Anacor Pharmaceuticals, Inc.* (a)		11,979		155,847
Arena Pharmaceuticals, Inc.* (a)		103,148		452,820
Arqule, Inc.*		28,749		64,685
Array BioPharma, Inc.*		55,249		277,350
AVEO Pharmaceuticals, Inc.* (a)		25,081		51,918
Biotime, Inc.* (a)		17,715		64,305
Bluebird Bio, Inc.* (a)		3,140		66,725
Cell Therapeutics, Inc.* (a)		52,739		92,821
Celldex Therapeutics, Inc.*		38,114		873,192
Cellular Dynamics International, Inc.* (a)		1,703		24,029
Cepheid, Inc.* (a)		31,610		1,287,159
Chelsea Therapeutics International Ltd.* (a)		31,465		89,046
ChemoCentryx, Inc.* (a)		11,928		59,044
Chimerix, Inc.*		3,950		59,842
Clovis Oncology, Inc.*		7,556		386,187
Conatus Pharmaceuticals, Inc.* (a)		2,270		20,203

118

Statement of Investments (Continued)

October 31, 2013

Nationwide Small Cap Index Fund (Continued)

Common Stocks (continued)
	Shares		Market Value
Biotechnology (continued)
Coronado Biosciences, Inc.* (a)		12,720	$	21,242
Curis, Inc.*		38,100		152,019
Cytokinetics, Inc.* (a)		12,478		74,993
Cytori Therapeutics, Inc.* (a)		30,487		62,803
Dendreon Corp.* (a)		74,680		191,928
Durata Therapeutics, Inc.* (a)		6,281		60,800
Dyax Corp.*		56,208		462,030
Dynavax Technologies Corp.*		86,020		105,805
Emergent Biosolutions, Inc.*		12,985		253,597
Enanta Pharmaceuticals, Inc.* (a)		1,775		35,429
Enzon Pharmaceuticals, Inc.		16,880		24,982
Epizyme, Inc.* (a)		2,793		107,028
Esperion Therapeutics, Inc.*		1,951		30,572
Exact Sciences Corp.*		33,343		367,440
Exelixis, Inc.* (a)		86,928		428,555
Fibrocell Science, Inc.*		8,887		32,882
Galena Biopharma, Inc.* (a)		47,814		106,625
Genomic Health, Inc.* (a)		7,903		236,458
Geron Corp.*		61,651		243,521
GTx, Inc.* (a)		12,928		22,107
Halozyme Therapeutics, Inc.* (a)		42,032		489,673
Hyperion Therapeutics, Inc.* (a)		3,929		78,698
Idenix Pharmaceuticals, Inc.* (a)		47,206		155,308
ImmunoGen, Inc.* (a)		39,981		658,087
Immunomedics, Inc.* (a)		34,712		131,558
Infinity Pharmaceuticals, Inc.*		22,671		307,192
Insmed, Inc.*		16,392		233,422
Insys Therapeutics, Inc.*		2,372		94,619
Intercept Pharmaceuticals, Inc.*		3,370		182,789
InterMune, Inc.*		38,625		544,226
Intrexon Corp.* (a)		5,418		114,862
Ironwood Pharmaceuticals, Inc.* (a)		44,007		422,907
Isis Pharmaceuticals, Inc.* (a)		52,952		1,761,713
KaloBios Pharmaceuticals, Inc.*		5,270		21,133
Keryx Biopharmaceuticals, Inc.*		38,740		400,959
KYTHERA Biopharmaceuticals, Inc.* (a)		5,443		243,357
Lexicon Pharmaceuticals, Inc.*		107,428		257,827
Ligand Pharmaceuticals, Inc., Class B*		8,427		436,181
MannKind Corp.* (a)		70,443		344,466
MEI Pharma, Inc.* (a)		4,615		37,012
Merrimack Pharmaceuticals, Inc.* (a)		45,717		122,522
MiMedx Group, Inc.* (a)		39,650		210,145
Momenta Pharmaceuticals, Inc.*		22,336		366,087
Nanosphere, Inc.*		24,681		48,128
Neurocrine Biosciences, Inc.*		31,583		298,143
NewLink Genetics Corp.* (a)		7,973		133,548
Novavax, Inc.* (a)		85,426		264,821
NPS Pharmaceuticals, Inc.*		47,325		1,362,013
OncoGenex Pharmaceutical, Inc.*		7,105		49,948
OncoMed Pharmaceuticals, Inc.* (a)		2,071		28,808
Onconova Therapeutics, Inc.*		2,711		42,671
Opko Health, Inc.* (a)		89,365		895,437
Orexigen Therapeutics, Inc.*		44,833		218,785

Common Stocks (continued)
	Shares		Market Value
Biotechnology (continued)
Osiris Therapeutics, Inc.* (a)		7,845	$	104,417
OvaScience, Inc.*		4,277		41,359
PDL BioPharma, Inc. (a)		66,607		538,851
Peregrine Pharmaceuticals, Inc.* (a)		70,951		91,527
Portola Pharmaceuticals, Inc.* (a)		4,898		108,491
Progenics Pharmaceuticals, Inc.*		28,155		102,484
Prothena Corp. PLC*		6,416		154,241
PTC Therapeutics, Inc.* (a)		4,398		79,120
Puma Biotechnology, Inc.*		10,485		401,680
Raptor Pharmaceutical Corp.* (a)		28,232		405,976
Receptos, Inc.*		2,673		68,322
Regulus Therapeutics, Inc.*		4,911		34,230
Repligen Corp.*		14,879		162,776
Rigel Pharmaceuticals, Inc.*		41,174		127,228
Sangamo BioSciences, Inc.* (a)		28,708		268,994
Sarepta Therapeutics, Inc.* (a)		15,879		618,328
SIGA Technologies, Inc.* (a)		17,784		60,999
Spectrum Pharmaceuticals, Inc. (a)		29,992		257,631
Stemline Therapeutics, Inc.*		4,329		120,476
Sunesis Pharmaceuticals, Inc.* (a)		15,665		78,482
Synageva BioPharma Corp.* (a)		8,925		453,390
Synergy Pharmaceuticals, Inc.* (a)		38,139		154,082
Synta Pharmaceuticals Corp.* (a)		19,166		87,014
Targacept, Inc.*		13,508		64,163
TESARO, Inc.*		6,333		243,820
Tetraphase Pharmaceuticals, Inc.*		5,540		69,416
TG Therapeutics, Inc.* (a)		7,497		27,064
Threshold Pharmaceuticals, Inc.* (a)		22,111		95,962
Vanda Pharmaceuticals, Inc.*		15,736		112,670
Verastem, Inc.*		8,066		80,660
Vical, Inc.*		37,182		46,477
XOMA Corp.* (a)		32,818		148,009
ZIOPHARM Oncology, Inc.* (a)		31,657		112,066
				28,061,660
Building Products 0.7%
AAON, Inc.		13,279		358,666
American Woodmark Corp.*		4,771		161,832
Apogee Enterprises, Inc.		13,662		427,347
Builders FirstSource, Inc.*		21,208		157,151
Gibraltar Industries, Inc.*		14,479		231,809
Griffon Corp.		21,140		264,884
Insteel Industries, Inc.		8,447		140,136
NCI Building Systems, Inc.*		9,869		142,410
Nortek, Inc.*		4,247		298,012
Patrick Industries, Inc.*		3,157		98,751
PGT, Inc.*		15,850		165,632
Ply Gem Holdings, Inc.*		7,514		111,959
Quanex Building Products Corp.		17,688		314,493
Simpson Manufacturing Co., Inc.		19,032		674,684
Trex Co., Inc.*		8,104		569,063
Universal Forest Products, Inc.		9,239		488,928
USG Corp.*		32,345		883,342
				5,489,099

119

Statement of Investments (Continued)

October 31, 2013

Nationwide Small Cap Index Fund (Continued)

Common Stocks (continued)
	Shares		Market Value
Capital Markets 2.6%
Apollo Investment Corp.		106,529	$	908,692
Arlington Asset Investment Corp., Class A		6,284		155,026
BGC Partners, Inc., Class A		60,360		321,115
BlackRock Kelso Capital Corp.		35,293		331,401
Calamos Asset Management, Inc., Class A		9,317		91,493
Capital Southwest Corp.		6,399		210,335
CIFC Corp.		3,396		26,828
Cohen & Steers, Inc. (a)		8,893		341,136
Cowen Group, Inc., Class A*		46,122		183,104
Diamond Hill Investment Group, Inc.		1,325		146,108
Evercore Partners, Inc., Class A		14,915		752,760
FBR & Co.*		4,105		108,783
Fidus Investment Corp. (a)		6,475		131,507
Fifth Street Finance Corp.		65,043		663,439
Financial Engines, Inc.		23,074		1,289,144
FXCM, Inc., Class A		17,379		284,842
GAMCO Investors, Inc., Class A		2,835		202,731
Garrison Capital, Inc.		2,903		42,761
GFI Group, Inc.		32,641		113,264
Gladstone Capital Corp.		9,972		87,953
Gladstone Investment Corp.		12,442		87,965
Golub Capital BDC, Inc. (a)		17,709		311,678
Greenhill & Co., Inc.		13,358		685,265
GSV Capital Corp.* (a)		9,147		139,858
Hannon Armstrong Sustainable Infrastructure Capital, Inc. (a)		7,165		87,771
Hercules Technology Growth Capital, Inc.		29,244		451,527
HFF, Inc., Class A		15,678		384,895
Horizon Technology Finance Corp.		3,919		52,828
ICG Group, Inc.*		17,944		292,667
INTL. FCStone, Inc.*		6,595		134,934
Investment Technology Group, Inc.*		17,637		282,545
Janus Capital Group, Inc.		70,717		697,977
JMP Group, Inc.		7,432		47,639
KCAP Financial, Inc.		13,466		113,518
KCG Holdings, Inc., Class A*		33,638		293,996
Ladenburg Thalmann Financial Services, Inc.*		49,336		103,606
Main Street Capital Corp. (a)		18,535		563,464
Manning & Napier, Inc.		6,387		106,024
MCG Capital Corp.		33,886		159,603
Medallion Financial Corp.		8,864		134,556
Medley Capital Corp.		19,173		267,272
MVC Capital, Inc.		10,614		146,792
New Mountain Finance Corp.		19,555		277,290
NGP Capital Resources Co.		9,836		73,180
Oppenheimer Holdings, Inc., Class A		4,580		90,821
PennantPark Floating Rate Capital Ltd. (a)		6,911		91,847
PennantPark Investment Corp.		31,663		356,525
Piper Jaffray Cos.*		7,643		274,307
Prospect Capital Corp. (a)		130,452		1,479,326
Pzena Investment Management, Inc., Class A		5,496		39,516
RCS Capital Corp., Class A (a)		733		12,901
Safeguard Scientifics, Inc.*		9,887		172,528

Common Stocks (continued)
	Shares		Market Value
Capital Markets (continued)
Silvercrest Asset Management Group, Inc., Class A*		2,502	$	36,955
Solar Capital Ltd.		21,402		491,176
Solar Senior Capital Ltd.		5,440		99,226
Stellus Capital Investment Corp. (a)		5,797		86,028
Stifel Financial Corp.*		30,002		1,228,582
SWS Group, Inc.*		13,801		77,700
TCP Capital Corp.		13,766		229,479
THL Credit, Inc.		16,272		264,420
TICC Capital Corp. (a)		25,137		251,370
Triangle Capital Corp. (a)		13,125		390,600
Virtus Investment Partners, Inc.*		3,193		649,839
Walter Investment Management Corp.* (a)		17,483		660,333
Westwood Holdings Group, Inc.		3,292		175,562
WhiteHorse Finance, Inc. (a)		3,290		50,699
WisdomTree Investments, Inc.*		47,543		660,848
				20,159,860
Chemicals 2.3%
A. Schulman, Inc.		13,905		460,534
Advanced Emissions Solutions, Inc.*		4,763		179,898
American Pacific Corp.*		2,799		127,410
American Vanguard Corp.		13,557		353,838
Arabian American Development Co.*		9,595		87,314
Axiall Corp.		32,924		1,280,414
Balchem Corp.		13,952		798,892
Calgon Carbon Corp.*		25,603		510,780
Chase Corp.*		2,985		90,326
Chemtura Corp.*		46,217		1,132,316
Ferro Corp.*		34,314		440,249
Flotek Industries, Inc.*		22,616		483,530
FutureFuel Corp.		10,310		179,497
GSE Holding, Inc.*		3,637		10,256
H.B. Fuller Co.		23,701		1,134,567
Hawkins, Inc.		4,439		159,848
Innophos Holdings, Inc.		10,371		519,795
Innospec, Inc.		11,117		512,049
Intrepid Potash, Inc. (a)		25,940		385,209
KMG Chemicals, Inc.		3,937		78,661
Koppers Holdings, Inc.		9,814		436,821
Kraton Performance Polymers, Inc.*		15,400		327,558
Landec Corp.*		12,246		143,401
LSB Industries, Inc.*		9,054		332,463
Marrone Bio Innovations, Inc.*		2,437		42,355
Minerals Technologies, Inc.		16,404		928,959
Olin Corp. (a)		38,048		856,460
OM Group, Inc.*		15,124		514,216
OMNOVA Solutions, Inc.*		22,273		193,775
Penford Corp.*		4,572		62,179
PolyOne Corp.		46,880		1,420,464
Quaker Chemical Corp.		6,216		471,857
Sensient Technologies Corp.		23,597		1,230,112
Stepan Co.		8,902		524,061

120

Statement of Investments (Continued)

October 31, 2013

Nationwide Small Cap Index Fund (Continued)

Common Stocks (continued)
	Shares		Market Value
Chemicals (continued)
Taminco Corp.* (a)		7,469	$	149,156
Tredegar Corp.		11,641		340,150
Zep, Inc.		10,700		212,823
Zoltek Cos., Inc.*		13,017		217,384
				17,329,577
Commercial Banks 6.9%
1st Source Corp.		7,165		224,838
1st United Bancorp, Inc.		14,430		110,245
Access National Corp.		3,518		51,117
American National Bankshares, Inc.		3,693		84,717
Ameris Bancorp*		11,315		207,064
Ames National Corp. (a)		4,355		98,118
Arrow Financial Corp. (a)		5,261		135,786
Bancfirst Corp.		3,366		187,049
Banco Latinoamericano de Comercio Exterior SA, Class E		13,933		365,463
Bancorp, Inc. (The)*		15,580		251,929
BancorpSouth, Inc.		44,921		992,754
Bank of Kentucky Financial Corp. (The)		2,900		83,549
Bank of Marin Bancorp		2,500		106,375
Bank of the Ozarks, Inc.		14,661		725,426
Banner Corp.		9,221		352,795
Bar Harbor Bankshares		1,848		69,744
BBCN Bancorp, Inc.		37,420		554,939
BNC Bancorp		8,825		115,696
Boston Private Financial Holdings, Inc.		37,794		430,474
Bridge Bancorp, Inc.		4,570		105,521
Bridge Capital Holdings*		4,650		81,794
Bryn Mawr Bank Corp.		6,424		178,973
C&F Financial Corp. (a)		1,533		82,644
Camden National Corp.		3,627		146,349
Capital Bank Financial Corp., Class A*		11,664		259,174
Capital City Bank Group, Inc.*		5,941		73,074
Cardinal Financial Corp.		14,381		237,287
Cascade Bancorp* (a)		2,677		13,840
Cathay General Bancorp		37,114		914,118
Center Bancorp, Inc.		5,708		85,392
Centerstate Banks, Inc.		14,426		142,240
Central Pacific Financial Corp.		10,332		190,315
Century Bancorp, Inc., Class A		1,562		50,765
Chemical Financial Corp.		13,973		409,269
Chemung Financial Corp.		1,764		62,146
Citizens & Northern Corp.		5,876		116,110
City Holding Co.		7,446		338,793
CNB Financial Corp.		6,065		121,361
CoBiz Financial, Inc.		16,745		181,683
Columbia Banking System, Inc.		24,174		621,030
Community Bank System, Inc.		18,998		689,817
Community Trust Bancorp, Inc.		6,639		282,755
CommunityOne Bancorp*		4,936		53,111
ConnectOne Bancorp, Inc.*		802		30,484
CU Bancorp*		4,401		81,859

Common Stocks (continued)
	Shares		Market Value
Commercial Banks (continued)
Customers Bancorp, Inc.*		9,499	$	159,108
CVB Financial Corp.		43,550		633,217
Eagle Bancorp, Inc.*		10,587		280,026
Enterprise Bancorp, Inc.		3,466		67,726
Enterprise Financial Services Corp.		8,559		154,319
Farmers Capital Bank Corp.* (a)		3,615		74,252
Fidelity Southern Corp.		6,887		105,159
Financial Institutions, Inc.		6,556		155,181
First Bancorp, Inc.		4,659		81,113
First Bancorp, North Carolina		9,463		141,756
First BanCorp, Puerto Rico*		34,169		189,638
First Busey Corp.		34,455		178,132
First Commonwealth Financial Corp.		46,548		404,502
First Community Bancshares, Inc.		8,459		141,181
First Connecticut Bancorp, Inc.		7,969		116,985
First Financial Bancorp		27,571		427,902
First Financial Bankshares, Inc. (a)		14,879		915,207
First Financial Corp.		5,331		184,133
First Financial Holdings, Inc.		11,313		677,988
First Interstate BancSystem, Inc.		8,299		208,388
First Merchants Corp.		13,634		256,319
First Midwest Bancorp, Inc.		35,556		591,296
First NBC Bank Holding Co.*		1,956		52,127
First of Long Island Corp. (The)		3,764		148,113
First Security Group, Inc.*		30,116		61,135
FirstMerit Corp.		78,335		1,759,404
Flushing Financial Corp.		14,615		293,615
FNB Corp.		70,300		879,453
German American Bancorp, Inc.		5,998		163,026
Glacier Bancorp, Inc.		33,991		939,171
Great Southern Bancorp, Inc.		4,893		137,395
Guaranty Bancorp		7,089		95,702
Hampton Roads Bankshares, Inc.*		15,979		22,530
Hancock Holding Co.		40,025		1,312,020
Hanmi Financial Corp.		14,968		261,641
Heartland Financial USA, Inc.		7,032		186,278
Heritage Commerce Corp.		9,878		76,950
Heritage Financial Corp.		7,331		118,249
Heritage Oaks Bancorp*		9,750		66,788
Home BancShares, Inc.		21,318		722,254
Home Federal Bancorp, Inc.		6,789		105,841
HomeTrust Bancshares, Inc.*		9,892		159,756
Horizon Bancorp		4,070		88,360
Hudson Valley Holding Corp.		7,802		144,259
IBERIABANK Corp.		13,976		816,618
Independent Bank Corp.		10,853		389,406
Independent Bank Group, Inc.		1,791		67,574
International Bancshares Corp.		25,277		577,579
Intervest Bancshares Corp.*		8,674		63,233
Investors Bancorp, Inc.		20,899		495,515
Lakeland Bancorp, Inc.		16,911		192,785
Lakeland Financial Corp.		7,799		277,566
LCNB Corp. (a)		2,906		58,556

121

Statement of Investments (Continued)

October 31, 2013

Nationwide Small Cap Index Fund (Continued)

Common Stocks (continued)
	Shares		Market Value
Commercial Banks (continued)
Macatawa Bank Corp.* (a)		11,437	$	56,156
MainSource Financial Group, Inc.		9,569		155,209
MB Financial, Inc.		25,957		770,923
Mercantile Bank Corp.		4,201		91,750
Merchants Bancshares, Inc.		2,658		79,687
Metro Bancorp, Inc.*		6,687		142,701
MetroCorp Bancshares, Inc.		7,537		108,005
Middleburg Financial Corp.		2,449		44,866
MidSouth Bancorp, Inc.		3,979		60,401
MidWestOne Financial Group, Inc.		3,274		86,499
National Bank Holdings Corp., Class A		24,784		520,464
National Bankshares, Inc. (a)		3,358		118,034
National Penn Bancshares, Inc.		55,486		575,390
NBT Bancorp, Inc.		20,781		506,433
NewBridge Bancorp*		12,134		90,520
Northrim BanCorp, Inc.		3,047		76,480
OFG Bancorp		21,647		320,592
Old National Bancorp		48,047		698,603
OmniAmerican Bancorp, Inc.*		5,426		118,938
Pacific Continental Corp.		8,651		119,211
Pacific Premier Bancorp, Inc.*		7,937		110,404
PacWest Bancorp (a)		17,966		683,606
Palmetto Bancshares, Inc.* (a)		2,067		27,739
Park National Corp. (a)		5,474		433,650
Park Sterling Corp.		21,016		136,814
Peapack Gladstone Financial Corp.		4,351		79,797
Penns Woods Bancorp, Inc.		2,287		117,094
Peoples Bancorp, Inc.		5,083		113,961
Pinnacle Financial Partners, Inc.*		16,584		514,104
Preferred Bank, Los Angeles*		5,501		105,729
PrivateBancorp, Inc.		30,453		741,835
Prosperity Bancshares, Inc.		28,494		1,779,450
Renasant Corp.		14,496		415,745
Republic Bancorp, Inc., Class A		4,648		106,997
S&T Bancorp, Inc.		14,095		345,609
Sandy Spring Bancorp, Inc.		11,829		289,692
Seacoast Banking Corp. of Florida*		35,222		80,306
Sierra Bancorp		5,854		110,816
Simmons First National Corp., Class A		7,839		256,649
Southside Bancshares, Inc.		8,504		232,159
Southwest Bancorp, Inc.*		9,310		149,053
State Bank Financial Corp.		15,152		258,493
StellarOne Corp.		10,770		250,726
Sterling Bancorp		14,744		217,474
Sterling Financial Corp.		16,034		464,345
Suffolk Bancorp*		5,570		108,894
Sun Bancorp, Inc.*		19,307		63,713
Susquehanna Bancshares, Inc.		88,287		1,040,462
SY Bancorp, Inc.		6,644		199,386
Taylor Capital Group, Inc.*		8,187		188,301
Texas Capital Bancshares, Inc.*		19,233		1,001,078
Tompkins Financial Corp.		6,879		339,272
TowneBank (a)		12,473		181,607

Common Stocks (continued)
	Shares		Market Value
Commercial Banks (continued)
TriCo Bancshares		7,602	$	192,255
Tristate Capital Holdings, Inc.* (a)		3,233		40,445
Trustmark Corp.		31,842		864,829
UMB Financial Corp.		16,824		991,270
Umpqua Holdings Corp. (a)		53,027		868,052
Union First Market Bankshares Corp. (a)		9,528		229,815
United Bankshares, Inc. (a)		17,603		520,697
United Community Banks, Inc.*		20,414		318,254
Univest Corp. of Pennsylvania		7,962		159,001
VantageSouth Bancshares, Inc.* (a)		5,673		27,741
ViewPoint Financial Group, Inc.		18,932		412,907
Virginia Commerce Bancorp, Inc.*		12,823		205,553
Washington Banking Co.		7,327		124,632
Washington Trust Bancorp, Inc.		6,879		226,250
Webster Financial Corp.		42,532		1,186,217
WesBanco, Inc.		12,299		361,591
West Bancorporation, Inc.		6,851		94,681
Westamerica Bancorporation (a)		12,794		658,635
Western Alliance Bancorp*		34,877		737,649
Wilshire Bancorp, Inc.		29,384		248,882
Wintrust Financial Corp.		17,408		757,422
Yadkin Financial Corp.*		6,783		111,377
				52,798,386
Commercial Services & Supplies 2.0%
ABM Industries, Inc.		25,702		707,062
ACCO Brands Corp.*		53,717		314,244
Acorn Energy, Inc. (a)		9,500		35,720
ARC Document Solutions, Inc.*		16,692		104,158
Brink’s Co. (The)		22,523		707,222
Casella Waste Systems, Inc., Class A*		18,053		106,693
CECO Environmental Corp.		8,191		144,571
Cenveo, Inc.*		26,186		82,224
CompX International, Inc.		423		6,002
Consolidated Graphics, Inc.*		3,428		219,701
Costa, Inc.*		4,408		88,689
Courier Corp.		5,480		93,105
Deluxe Corp.		24,006		1,130,443
EnerNOC, Inc.*		12,431		206,728
Ennis, Inc.		12,361		219,408
G&K Services, Inc., Class A		9,197		573,893
Healthcare Services Group, Inc.		32,229		882,752
Heritage-Crystal Clean, Inc.*		4,186		73,967
Herman Miller, Inc.		27,529		835,230
HNI Corp.		21,360		829,836
InnerWorkings, Inc.* (a)		20,968		200,664
Interface, Inc.		28,058		568,175
Intersections, Inc.		4,714		40,399
Kimball International, Inc., Class B		15,289		178,881
Knoll, Inc.		22,824		374,770
McGrath RentCorp		11,844		422,475
Mine Safety Appliances Co.		13,377		644,236
Mobile Mini, Inc.*		18,077		652,941

122

Statement of Investments (Continued)

October 31, 2013

Nationwide Small Cap Index Fund (Continued)

Common Stocks (continued)
	Shares		Market Value
Commercial Services & Supplies (continued)
Multi-Color Corp.		5,775	$	201,143
NL Industries, Inc.		3,319		38,700
Performant Financial Corp.*		10,553		105,213
Quad/Graphics, Inc. (a)		11,827		412,999
Schawk, Inc.		6,380		93,276
Standard Parking Corp.*		7,099		187,911
Steelcase, Inc., Class A		39,921		654,305
Swisher Hygiene, Inc.* (a)		55,392		33,446
Team, Inc.*		9,660		360,221
Tetra Tech, Inc.*		30,592		799,369
TRC Cos., Inc.*		7,694		59,167
UniFirst Corp.		6,913		710,795
United Stationers, Inc.		19,076		847,737
US Ecology, Inc.		8,721		310,032
Viad Corp.		9,643		257,468
West Corp.		10,124		222,930
				15,738,901
Communications Equipment 1.8%
ADTRAN, Inc.		28,043		658,450
Alliance Fiber Optic Products, Inc. (a)		5,465		101,485
Anaren, Inc.*		5,463		136,466
ARRIS Group, Inc.*		55,104		984,157
Aruba Networks, Inc.*		53,545		1,004,504
Aviat Networks, Inc.*		28,228		58,150
Bel Fuse, Inc., Class B		4,557		95,879
Black Box Corp.		7,594		190,154
CalAmp Corp.*		16,595		390,480
Calix, Inc.*		18,982		193,047
Ciena Corp.* (a)		47,890		1,114,400
Comtech Telecommunications Corp.		7,949		238,629
Digi International, Inc.*		12,072		121,686
Emulex Corp.*		43,026		323,986
Extreme Networks, Inc.*		43,956		235,604
Finisar Corp.*		43,992		1,012,256
Globecomm Systems, Inc.*		11,164		156,631
Harmonic, Inc.*		47,939		350,434
Infinera Corp.* (a)		54,818		559,692
InterDigital, Inc.		19,483		754,966
Ixia*		26,709		378,734
KVH Industries, Inc.*		7,405		101,745
NETGEAR, Inc.*		18,205		523,576
Numerex Corp., Class A* (a)		6,707		79,210
Oplink Communications, Inc.*		8,990		164,068
ParkerVision, Inc.* (a)		41,888		114,773
PC-Tel, Inc.		8,840		81,416
Plantronics, Inc.		20,335		873,185
Procera Networks, Inc.* (a)		9,729		137,665
Ruckus Wireless, Inc.* (a)		20,654		299,483
ShoreTel, Inc.*		27,828		221,233
Sonus Networks, Inc.*		102,285		306,855
Symmetricom, Inc.*		18,953		135,893
Tellabs, Inc.		168,035		410,005

Common Stocks (continued)
	Shares		Market Value
Communications Equipment (continued)
TESSCO Technologies, Inc.		2,573	$	91,161
Ubiquiti Networks, Inc. (a)		5,942		229,242
ViaSat, Inc.*		18,641		1,232,543
Westell Technologies, Inc., Class A*		21,527		77,282
				14,139,125
Computers & Peripherals 0.5%
Avid Technology, Inc.*		14,461		107,734
Cray, Inc.*		18,746		419,161
Datalink Corp.*		9,010		92,533
Electronics For Imaging, Inc.*		21,941		752,796
Fusion-io, Inc.* (a)		36,015		387,161
Hutchinson Technology, Inc.*		11,433		42,531
Imation Corp.*		16,329		75,930
Immersion Corp.*		13,203		167,942
QLogic Corp.*		42,133		520,343
Quantum Corp.*		100,471		124,584
Silicon Graphics International Corp.*		16,009		204,435
Super Micro Computer, Inc.*		15,047		209,454
Synaptics, Inc.* (a)		15,279		710,473
				3,815,077
Construction & Engineering 0.8%
Aegion Corp.*		18,609		381,484
Ameresco, Inc., Class A*		9,606		100,479
Argan, Inc.		6,678		148,585
Comfort Systems USA, Inc.		17,762		330,906
Dycom Industries, Inc.*		15,590		462,244
EMCOR Group, Inc.		31,693		1,174,543
Furmanite Corp.*		17,883		201,184
Granite Construction, Inc.		18,248		590,323
Great Lakes Dredge & Dock Corp.		28,379		230,437
Layne Christensen Co.*		9,436		182,492
MasTec, Inc.*		28,105		898,517
MYR Group, Inc.*		10,037		265,479
Northwest Pipe Co.*		4,438		159,901
Orion Marine Group, Inc.*		12,979		162,238
Pike Electric Corp.		12,621		136,433
Primoris Services Corp.		16,633		433,123
Sterling Construction Co., Inc.*		8,104		77,798
Tutor Perini Corp.*		17,311		397,287
				6,333,453
Construction Materials 0.1%
Headwaters, Inc.*		34,769		303,533
Texas Industries, Inc.*		10,268		551,392
United States Lime & Minerals, Inc.*		877		48,726
US Concrete, Inc.*		6,716		146,745
				1,050,396
Consumer Finance 0.8%
Cash America International, Inc. (a)		13,515		533,167
Consumer Portfolio Services, Inc.*		8,750		58,800

123

Statement of Investments (Continued)

October 31, 2013

Nationwide Small Cap Index Fund (Continued)

Common Stocks (continued)
	Shares		Market Value
Consumer Finance (continued)
Credit Acceptance Corp.*		3,360	$	397,488
DFC Global Corp.*		19,172		231,981
Encore Capital Group, Inc.*		11,759		574,427
EZCORP, Inc., Class A*		24,161		380,053
First Cash Financial Services, Inc.*		13,750		831,738
First Marblehead Corp. (The)*		44,845		43,051
Green Dot Corp., Class A*		12,253		262,949
Imperial Holdings, Inc.*		8,273		48,480
Nelnet, Inc., Class A		10,837		461,981
Nicholas Financial, Inc.		4,874		78,228
Portfolio Recovery Associates, Inc.*		23,937		1,423,055
Regional Management Corp.*		2,519		80,633
World Acceptance Corp.* (a)		4,402		458,336
				5,864,367
Containers & Packaging 0.2%
AEP Industries, Inc.*		2,073		123,178
Berry Plastics Group, Inc.*		26,202		526,136
Graphic Packaging Holding Co.*		99,396		834,926
Myers Industries, Inc.		13,332		237,576
UFP Technologies, Inc.*		2,539		58,524
				1,780,340
Distributors 0.2%
Core-Mark Holding Co., Inc.		5,409		382,579
Pool Corp.		22,010		1,196,904
Stock Building Supply Holdings, Inc.*		3,331		51,297
VOXX International Corp.*		8,790		136,333
Weyco Group, Inc. (a)		2,980		85,615
				1,852,728
Diversified Consumer Services 1.3%
American Public Education, Inc.*		8,237		329,727
Ascent Capital Group, Inc., Class A*		6,643		560,802
Bridgepoint Education, Inc.*		8,515		166,894
Bright Horizons Family Solutions, Inc.*		5,539		206,328
Capella Education Co.* (a)		5,193		316,358
Career Education Corp.*		25,762		141,176
Carriage Services, Inc.		7,427		149,208
Corinthian Colleges, Inc.* (a)		37,330		79,886
Education Management Corp.* (a)		11,339		173,487
Grand Canyon Education, Inc.*		21,430		1,012,996
Hillenbrand, Inc.		26,021		734,313
ITT Educational Services, Inc.* (a)		11,007		441,601
JTH Holding, Inc., Class A* (a)		2,138		42,226
K12, Inc.*		12,893		235,684
LifeLock, Inc.*		28,738		462,394
Lincoln Educational Services Corp.		11,770		56,261
Mac-Gray Corp.		5,367		113,136
Matthews International Corp., Class A		13,022		528,693
Outerwall, Inc.* (a)		13,241		860,400
Regis Corp.		22,132		320,914
Sotheby’s		32,262		1,674,398

Common Stocks (continued)
	Shares		Market Value
Diversified Consumer Services (continued)
Steiner Leisure Ltd.*		6,962	$	390,011
Stewart Enterprises, Inc., Class A		34,269		452,693
Strayer Education, Inc. (a)		5,126		202,631
Universal Technical Institute, Inc.		10,077		133,923
				9,786,140
Diversified Financial Services 0.3%
California First National Bancorp		1,284		22,919
Gain Capital Holdings, Inc.		5,137		53,784
MarketAxess Holdings, Inc.		17,690		1,153,919
Marlin Business Services Corp.		3,894		107,358
NewStar Financial, Inc.*		12,410		216,058
PHH Corp.*		26,896		646,849
PICO Holdings, Inc.*		10,762		252,692
Resource America, Inc., Class A		5,834		50,347
				2,503,926
Diversified Telecommunication Services 0.6%
8x8, Inc.*		34,172		391,611
Atlantic Tele-Network, Inc.		4,240		234,981
Cbeyond, Inc.*		12,708		81,840
Cincinnati Bell, Inc.*		98,898		282,848
Cogent Communications Group, Inc.		22,306		783,610
Consolidated Communications Holdings, Inc.		19,091		355,665
FairPoint Communications, Inc.* (a)		9,783		91,373
General Communication, Inc., Class A*		15,001		142,660
Hawaiian Telcom Holdco, Inc.* (a)		4,693		124,740
HickoryTech Corp.		6,266		83,839
IDT Corp., Class B		7,228		158,221
inContact, Inc.*		24,931		189,226
Inteliquent, Inc.		15,424		198,198
Iridium Communications, Inc.* (a)		30,355		183,041
Lumos Networks Corp.		7,265		159,903
magicJack VocalTec Ltd.* (a)		8,746		98,655
ORBCOMM, Inc.*		17,419		105,037
Premiere Global Services, Inc.*		22,749		204,968
PTGi Holding, Inc.		6,395		22,510
Straight Path Communications, Inc., Class B*		3,936		21,491
Towerstream Corp.* (a)		30,836		74,006
Vonage Holdings Corp.*		71,904		268,202
				4,256,625
Electric Utilities 1.3%
ALLETE, Inc.		18,897		954,865
Cleco Corp.		28,531		1,322,127
El Paso Electric Co.		19,017		668,828
Empire District Electric Co. (The)		20,259		455,625
IDACORP, Inc.		23,702		1,223,023
MGE Energy, Inc.		10,894		613,441
NRG Yield, Inc., Class A*		10,555		373,858
Otter Tail Corp.		17,143		511,376
PNM Resources, Inc.		37,694		901,641
Portland General Electric Co.		35,919		1,030,875
UIL Holdings Corp.		26,653		1,026,674

124

Statement of Investments (Continued)

October 31, 2013

Nationwide Small Cap Index Fund (Continued)

Common Stocks (continued)
	Shares		Market Value
Electric Utilities (continued)
Unitil Corp.		6,595	$	199,301
UNS Energy Corp.		19,578		968,719
				10,250,353
Electrical Equipment 1.5%
Acuity Brands, Inc.		20,272		2,037,539
American Superconductor Corp.* (a)		23,738		51,749
AZZ, Inc.		12,063		541,629
Brady Corp., Class A		21,840		637,509
Capstone Turbine Corp.* (a)		144,288		183,246
Coleman Cable, Inc.		4,264		104,894
Encore Wire Corp.		9,774		484,106
EnerSys, Inc.		22,719		1,507,406
Enphase Energy, Inc.* (a)		7,354		55,523
Franklin Electric Co., Inc.		22,274		843,071
FuelCell Energy, Inc.* (a)		74,409		99,708
Generac Holdings, Inc.		24,335		1,200,932
General Cable Corp.		23,358		769,179
Global Power Equipment Group, Inc.		8,027		163,430
GrafTech International Ltd.* (a)		55,367		492,766
II-VI, Inc.*		24,114		411,385
LSI Industries, Inc.		10,334		95,176
Polypore International, Inc.* (a)		21,974		993,225
Powell Industries, Inc.*		4,351		273,373
Power Solutions International, Inc.*		999		58,202
PowerSecure International, Inc.*		10,267		185,627
Preformed Line Products Co.		1,191		100,068
Revolution Lighting Technologies, Inc.* (a)		14,591		43,627
Thermon Group Holdings, Inc.*		12,863		302,409
Vicor Corp.*		8,493		74,823
				11,710,602
Electronic Equipment, Instruments & Components 2.6%
Aeroflex Holding Corp.*		9,331		72,315
Agilysys, Inc.*		6,835		80,311
Anixter International, Inc.*		12,756		1,090,510
Audience, Inc.*		4,683		53,480
Badger Meter, Inc.		6,805		353,928
Belden, Inc.		20,755		1,395,981
Benchmark Electronics, Inc.*		25,700		584,161
Checkpoint Systems, Inc.*		19,404		330,256
Cognex Corp.		40,945		1,279,531
Coherent, Inc.		11,388		753,772
Control4 Corp.* (a)		1,948		32,045
CTS Corp.		15,842		294,978
Daktronics, Inc.		17,357		207,590
DTS, Inc.*		8,629		172,580
Electro Rent Corp.		8,971		162,734
Electro Scientific Industries, Inc.		11,201		134,188
Fabrinet*		13,417		224,601
FARO Technologies, Inc.*		8,079		383,752
FEI Co.		19,690		1,753,985
GSI Group, Inc.*		14,241		142,125

Common Stocks (continued)
	Shares		Market Value
Electronic Equipment, Instruments & Components (continued)
Insight Enterprises, Inc.*		20,563	$	433,262
InvenSense, Inc.* (a)		26,904		454,409
Itron, Inc.*		18,487		788,840
KEMET Corp.*		20,959		118,838
Littelfuse, Inc.		10,355		880,486
Maxwell Technologies, Inc.*		13,786		103,395
Measurement Specialties, Inc.*		7,299		406,773
Mercury Systems, Inc.*		15,259		140,688
Mesa Laboratories, Inc.		1,232		85,784
Methode Electronics, Inc.		17,536		448,571
MTS Systems Corp.		7,464		487,548
Multi-Fineline Electronix, Inc.*		4,209		56,443
Neonode, Inc.* (a)		12,788		69,183
Newport Corp.*		18,471		293,135
OSI Systems, Inc.*		9,427		686,663
Park Electrochemical Corp.		9,834		275,844
PC Connection, Inc.		4,454		89,035
Plexus Corp.*		16,115		616,882
Radisys Corp.*		11,326		34,205
RealD, Inc.* (a)		19,133		132,400
Richardson Electronics Ltd.		5,485		63,187
Rofin-Sinar Technologies, Inc.*		13,350		350,437
Rogers Corp.*		8,073		492,130
Sanmina Corp.*		39,141		569,893
ScanSource, Inc.*		13,164		506,287
SYNNEX Corp.*		12,382		759,017
TTM Technologies, Inc.*		25,011		218,846
Uni-Pixel, Inc.* (a)		4,773		78,516
Universal Display Corp.* (a)		19,034		607,185
Viasystems Group, Inc.*		1,692		25,380
Vishay Precision Group, Inc.*		5,744		94,202
Zygo Corp.*		7,790		120,278
				19,990,565
Energy Equipment & Services 1.9%
Basic Energy Services, Inc.*		14,219		208,593
Bolt Technology Corp.		4,076		72,920
Bristow Group, Inc.		17,045		1,371,611
C&J Energy Services, Inc.* (a)		21,340		491,674
Cal Dive International, Inc.* (a)		45,682		89,993
CARBO Ceramics, Inc. (a)		9,337		1,170,300
Dawson Geophysical Co.*		3,776		110,410
Era Group, Inc.*		9,528		301,085
Exterran Holdings, Inc.*		27,034		771,821
Forum Energy Technologies, Inc.*		18,603		544,324
Geospace Technologies Corp.*		6,108		595,041
Global Geophysical Services, Inc.*		11,111		26,555
Gulf Island Fabrication, Inc.		6,799		171,471
GulfMark Offshore, Inc., Class A		12,633		628,871
Helix Energy Solutions Group, Inc.*		49,929		1,181,320
Hercules Offshore, Inc.*		75,465		513,162
Hornbeck Offshore Services, Inc.*		16,891		933,565
ION Geophysical Corp.*		63,020		292,413

125

Statement of Investments (Continued)

October 31, 2013

Nationwide Small Cap Index Fund (Continued)

Common Stocks (continued)
	Shares		Market Value
Energy Equipment & Services (continued)
Key Energy Services, Inc.*		72,150	$	564,213
Matrix Service Co.*		12,447		258,773
Mitcham Industries, Inc.*		6,042		100,539
Natural Gas Services Group, Inc.*		5,825		163,042
Newpark Resources, Inc.*		40,767		519,779
Nuverra Environmental Solutions, Inc.* (a)		67,685		165,151
Parker Drilling Co.*		56,375		405,900
PHI, Inc., Non-Voting Shares*		5,941		236,571
Pioneer Energy Services Corp.*		29,422		247,145
RigNet, Inc.*		5,601		206,453
SEACOR Holdings, Inc.		9,469		926,068
Tesco Corp.*		14,273		245,210
TETRA Technologies, Inc.*		37,057		480,629
TGC Industries, Inc.		7,533		55,518
Vantage Drilling Co.*		95,014		169,125
Willbros Group, Inc.*		18,969		185,137
				14,404,382
Food & Staples Retailing 1.4%
Andersons, Inc. (The)		8,775		650,929
Arden Group, Inc., Class A		532		69,160
Casey’s General Stores, Inc.		18,073		1,317,160
Chefs’ Warehouse Inc. (The)*		7,747		185,618
Fairway Group Holdings Corp.* (a)		7,434		181,613
Harris Teeter Supermarkets, Inc.		23,359		1,152,066
Ingles Markets, Inc., Class A		5,536		142,884
Nash Finch Co.		5,779		162,159
Natural Grocers by Vitamin Cottage, Inc.* (a)		4,207		167,859
Pantry, Inc. (The)*		11,015		147,491
PriceSmart, Inc.		8,906		1,013,414
Rite Aid Corp.*		344,676		1,837,123
Roundy’s, Inc. (a)		11,965		111,275
Spartan Stores, Inc.		10,328		243,018
SUPERVALU, Inc.* (a)		96,171		676,082
Susser Holdings Corp.* (a)		8,552		468,992
United Natural Foods, Inc.*		23,251		1,661,284
Village Super Market, Inc., Class A		2,939		107,744
Weis Markets, Inc.		5,191		265,623
				10,561,494
Food Products 1.6%
Alico, Inc.		1,383		55,265
Annie’s, Inc.* (a)		6,501		307,172
B&G Foods, Inc.		25,028		847,198
Boulder Brands, Inc.*		28,163		461,592
Calavo Growers, Inc.		5,795		172,054
Cal-Maine Foods, Inc.		7,008		355,516
Chiquita Brands International, Inc.*		22,028		227,990
Darling International, Inc.*		55,723		1,296,674
Diamond Foods, Inc.* (a)		10,545		257,403
Dole Food Co., Inc.*		24,355		330,010
Farmer Bros. Co.*		2,837		51,236
Fresh Del Monte Produce, Inc.		17,879		475,403

Common Stocks (continued)
	Shares		Market Value
Food Products (continued)
Griffin Land & Nurseries, Inc.		1,267	$	41,811
Hain Celestial Group, Inc. (The)* (a)		18,129		1,508,877
Inventure Foods, Inc.*		6,685		75,273
J&J Snack Foods Corp.		7,050		603,268
John B. Sanfilippo & Son, Inc.		3,775		92,790
Lancaster Colony Corp.		8,745		725,748
Lifeway Foods, Inc.		2,242		32,800
Limoneira Co.		4,670		123,008
Omega Protein Corp.*		9,304		87,085
Pilgrim’s Pride Corp.*		28,666		406,197
Post Holdings, Inc.*		15,352		659,368
Sanderson Farms, Inc.		10,886		688,104
Seaboard Corp.		137		374,010
Seneca Foods Corp., Class A*		3,806		111,592
Snyders-Lance, Inc.		22,476		674,055
Tootsie Roll Industries, Inc. (a)		9,234		295,488
TreeHouse Foods, Inc.*		17,099		1,252,673
				12,589,660
Gas Utilities 0.9%
Chesapeake Utilities Corp.		4,552		247,675
Delta Natural Gas Co., Inc.		3,275		73,098
Laclede Group, Inc. (The)		15,417		725,678
New Jersey Resources Corp.		19,705		907,021
Northwest Natural Gas Co. (a)		12,758		554,080
Piedmont Natural Gas Co., Inc.		35,650		1,217,091
South Jersey Industries, Inc.		15,066		897,180
Southwest Gas Corp.		21,855		1,185,852
WGL Holdings, Inc.		24,414		1,098,874
				6,906,549
Health Care Equipment & Supplies 3.4%
Abaxis, Inc.		10,443		373,128
ABIOMED, Inc.*		18,325		439,434
Accuray, Inc.* (a)		35,079		236,783
Align Technology, Inc.*		34,502		1,968,684
Alphatec Holdings, Inc.*		29,388		53,486
Analogic Corp.		5,766		531,798
AngioDynamics, Inc.*		11,578		182,006
Anika Therapeutics, Inc.*		5,693		170,050
Antares Pharma, Inc.* (a)		53,353		213,412
ArthroCare Corp.*		13,316		498,551
AtriCure, Inc.*		9,790		135,592
Atrion Corp.		731		195,309
Biolase, Inc.* (a)		15,674		29,310
Cantel Medical Corp.		15,494		543,839
Cardiovascular Systems, Inc.*		9,896		300,344
Cerus Corp.* (a)		32,973		208,060
CONMED Corp.		13,092		474,847
CryoLife, Inc.		13,189		118,569
Cutera, Inc.*		7,067		71,023
Cyberonics, Inc.*		13,064		754,577
Cynosure, Inc., Class A*		9,050		195,571

126

Statement of Investments (Continued)

October 31, 2013

Nationwide Small Cap Index Fund (Continued)

Common Stocks (continued)
	Shares		Market Value
Health Care Equipment & Supplies (continued)
Derma Sciences, Inc.* (a)		6,574	$	76,061
DexCom, Inc.*		33,309		956,968
Endologix, Inc.*		29,690		536,498
Exactech, Inc.*		4,293		97,451
GenMark Diagnostics, Inc.*		16,976		205,410
Globus Medical, Inc., Class A* (a)		25,838		496,090
Greatbatch, Inc.*		11,303		430,870
Haemonetics Corp.*		24,150		979,524
HeartWare International, Inc.*		7,729		560,816
ICU Medical, Inc.*		6,119		378,154
Insulet Corp.*		25,138		980,885
Integra LifeSciences Holdings Corp.*		9,432		431,797
Invacare Corp.		15,113		324,476
MAKO Surgical Corp.*		19,896		593,100
Masimo Corp.		23,023		589,849
Medical Action Industries, Inc.*		7,051		42,729
Meridian Bioscience, Inc.		19,594		484,364
Merit Medical Systems, Inc.*		20,092		321,271
Natus Medical, Inc.*		14,343		282,987
Navidea Biopharmaceuticals, Inc.* (a)		56,616		113,232
Neogen Corp.*		16,949		783,360
NuVasive, Inc.*		20,913		664,615
NxStage Medical, Inc.*		28,229		374,599
OraSure Technologies, Inc.*		26,253		171,170
Orthofix International NV*		9,172		187,934
PhotoMedex, Inc.* (a)		6,569		83,032
Quidel Corp.* (a)		13,274		327,868
Rochester Medical Corp.*		5,091		101,718
Rockwell Medical, Inc.* (a)		18,581		214,053
RTI Surgical, Inc.*		26,247		73,229
Solta Medical, Inc.*		32,762		60,610
Spectranetics Corp.*		19,066		398,289
Staar Surgical Co.*		17,379		230,098
STERIS Corp.		27,866		1,259,265
SurModics, Inc.*		6,832		161,099
Symmetry Medical, Inc.*		17,588		142,463
TearLab Corp.* (a)		13,780		143,725
Thoratec Corp.*		27,018		1,166,907
Tornier NV*		12,281		264,164
Unilife Corp.* (a)		45,854		138,938
Utah Medical Products, Inc.		1,532		85,271
Vascular Solutions, Inc.*		7,702		151,113
Volcano Corp.*		25,784		494,279
West Pharmaceutical Services, Inc.		32,635		1,577,902
Wright Medical Group, Inc.*		19,085		518,539
ZELTIQ Aesthetics, Inc.*		8,203		106,393
				26,457,538
Health Care Providers & Services 2.4%
Acadia Healthcare Co., Inc.*		16,669		722,768
Accretive Health, Inc.*		27,850		230,041
Addus HomeCare Corp.*		2,545		65,788
Air Methods Corp. (a)		18,315		800,732

Common Stocks (continued)
	Shares		Market Value
Health Care Providers & Services (continued)
Alliance HealthCare Services, Inc.*		2,295	$	57,857
Almost Family, Inc.		3,803		73,132
Amedisys, Inc.*		14,891		242,426
AMN Healthcare Services, Inc.*		21,877		271,275
Amsurg Corp.*		15,114		648,239
Bio-Reference Labs, Inc.* (a)		11,573		375,081
BioScrip, Inc.*		27,606		193,518
Capital Senior Living Corp.*		13,575		301,094
Centene Corp.*		25,697		1,443,144
Chemed Corp. (a)		8,891		602,988
Chindex International, Inc.*		5,516		92,834
CorVel Corp.*		5,401		224,682
Cross Country Healthcare, Inc.*		12,686		75,355
Emeritus Corp.*		19,071		365,400
Ensign Group, Inc. (The)		9,187		391,182
ExamWorks Group, Inc.*		14,329		370,405
Five Star Quality Care, Inc.*		20,109		101,953
Gentiva Health Services, Inc.*		14,801		169,471
Hanger, Inc.*		16,394		601,660
HealthSouth Corp.		41,045		1,441,090
Healthways, Inc.*		16,187		155,881
IPC The Hospitalist Co., Inc.*		7,924		434,156
Kindred Healthcare, Inc.		25,583		355,092
Landauer, Inc.		4,511		218,332
LHC Group, Inc.*		5,689		117,193
Magellan Health Services, Inc.*		12,726		747,016
Molina Healthcare, Inc.*		13,426		424,799
MWI Veterinary Supply, Inc.*		6,027		956,123
National HealthCare Corp.		5,076		245,577
National Research Corp., Class B (a)		563		15,758
National Research Corp., Class A*		4,094		71,809
Owens & Minor, Inc. (a)		29,941		1,120,392
PharMerica Corp.*		14,058		207,496
Providence Service Corp. (The)*		5,018		149,988
Select Medical Holdings Corp.		23,194		196,685
Skilled Healthcare Group, Inc., Class A*		9,677		41,224
Team Health Holdings, Inc.*		32,411		1,407,934
Triple-S Management Corp., Class B*		11,177		199,062
U.S. Physical Therapy, Inc.		5,699		181,912
Universal American Corp.		18,294		135,741
USMD Holdings, Inc.* (a)		554		15,418
WellCare Health Plans, Inc.*		20,519		1,368,207
				18,627,910
Health Care Technology 0.9%
athenahealth, Inc.* (a)		17,335		2,314,396
Computer Programs & Systems, Inc.		5,245		299,175
Greenway Medical Technologies, Inc.* (a)		6,831		139,011
HealthStream, Inc.*		9,547		341,019
HMS Holdings Corp.*		41,248		871,570
MedAssets, Inc.*		28,812		663,540
Medidata Solutions, Inc.*		12,541		1,383,398
Merge Healthcare, Inc.*		30,422		77,272

127

Statement of Investments (Continued)

October 31, 2013

Nationwide Small Cap Index Fund (Continued)

Common Stocks (continued)
	Shares		Market Value
Health Care Technology (continued)
Omnicell, Inc.*		16,222	$	374,241
Quality Systems, Inc.		18,892		431,115
Vocera Communications, Inc.*		9,990		168,132
				7,062,869
Hotels, Restaurants & Leisure 2.8%
AFC Enterprises, Inc.*		11,293		503,442
Biglari Holdings, Inc.*		687		299,546
BJ’s Restaurants, Inc.*		11,676		315,953
Bloomin’ Brands, Inc.*		26,168		654,985
Bob Evans Farms, Inc.		13,176		752,218
Boyd Gaming Corp.*		33,086		349,388
Bravo Brio Restaurant Group, Inc.*		9,253		138,147
Buffalo Wild Wings, Inc.*		8,860		1,263,259
Caesars Entertainment Corp.* (a)		18,970		330,457
Carrols Restaurant Group, Inc.*		11,362		65,900
CEC Entertainment, Inc.		8,425		390,499
Cheesecake Factory, Inc. (The)		25,137		1,187,723
Churchill Downs, Inc.		6,521		560,219
Chuy’s Holdings, Inc.*		7,675		288,580
Cracker Barrel Old Country Store, Inc.		9,260		1,017,396
Del Frisco’s Restaurant Group, Inc.*		5,018		90,826
Denny’s Corp.*		43,420		275,717
Diamond Resorts International, Inc.*		8,682		165,653
DineEquity, Inc.		7,828		642,444
Diversified Restaurant Holdings, Inc.*		5,019		34,681
Einstein Noah Restaurant Group, Inc.		3,040		54,234
Fiesta Restaurant Group, Inc.*		9,384		397,788
Ignite Restaurant Group, Inc.*		3,461		55,584
International Speedway Corp., Class A		13,202		431,837
Interval Leisure Group, Inc.		18,704		453,946
Isle of Capri Casinos, Inc.*		10,272		83,306
Jack in the Box, Inc.*		20,947		852,124
Jamba, Inc.* (a)		7,867		89,841
Krispy Kreme Doughnuts, Inc.*		30,889		749,367
Life Time Fitness, Inc.*		20,335		923,616
Luby’s, Inc.*		9,493		72,716
Marcus Corp. (The)		9,086		130,475
Marriott Vacations Worldwide Corp.*		13,935		697,865
Monarch Casino & Resort, Inc.*		4,204		71,090
Morgans Hotel Group Co.* (a)		12,972		92,879
Multimedia Games Holding Co., Inc.*		13,690		445,062
Nathan’s Famous, Inc.*		1,316		67,537
Noodles & Co.* (a)		2,929		128,261
Orient-Express Hotels Ltd., Class A*		45,709		608,387
Papa John’s International, Inc.		7,569		572,746
Pinnacle Entertainment, Inc.*		24,699		577,957
Red Robin Gourmet Burgers, Inc.*		6,703		510,635
Ruby Tuesday, Inc.*		28,870		171,199
Ruth’s Hospitality Group, Inc.		16,971		206,876
Scientific Games Corp., Class A*		22,650		414,042
SHFL Entertainment, Inc.*		23,871		553,330
Sonic Corp.*		26,568		512,762
Speedway Motorsports, Inc.		5,578		101,854

Common Stocks (continued)
	Shares		Market Value
Hotels, Restaurants & Leisure (continued)
Texas Roadhouse, Inc.		29,541	$	810,014
Town Sports International Holdings, Inc.		11,363		146,810
Vail Resorts, Inc.		17,010		1,198,354
				21,509,527
Household Durables 1.0%
Bassett Furniture Industries, Inc.		5,027		70,378
Beazer Homes USA, Inc.* (a)		11,980		217,677
Blyth, Inc. (a)		4,333		59,839
Cavco Industries, Inc.*		3,343		195,800
CSS Industries, Inc.		3,963		102,602
Ethan Allen Interiors, Inc.		11,764		313,393
EveryWare Global, Inc.* (a)		4,672		44,945
Flexsteel Industries, Inc.		2,357		64,723
Helen of Troy Ltd.*		15,085		704,771
Hooker Furniture Corp.		5,175		81,765
Hovnanian Enterprises, Inc., Class A* (a)		53,990		273,189
iRobot Corp.*		13,374		452,977
KB Home (a)		39,461		669,653
La-Z-Boy, Inc.		24,791		572,176
Libbey, Inc.*		9,947		212,368
Lifetime Brands, Inc.		4,901		76,750
M.D.C. Holdings, Inc.		18,447		538,468
M/I Homes, Inc.*		11,541		236,244
Meritage Homes Corp.*		17,057		774,217
NACCO Industries, Inc., Class A		2,366		134,791
Ryland Group, Inc. (The) (a)		21,823		877,285
Skullcandy, Inc.*		8,948		56,193
Standard Pacific Corp.*		69,943		554,648
TRI Pointe Homes, Inc.*		7,045		112,156
UCP, Inc., Class A*		3,491		49,223
Universal Electronics, Inc.*		7,093		275,989
WCI Communities, Inc.*		3,291		59,370
William Lyon Homes, Class A*		6,580		152,459
Zagg, Inc.* (a)		14,280		67,687
				8,001,736
Household Products 0.2%
Central Garden and Pet Co., Class A*		19,789		145,647
Harbinger Group, Inc.*		15,617		170,069
Oil-Dri Corp. of America		2,217		78,681
Orchids Paper Products Co.		2,844		86,742
Spectrum Brands Holdings, Inc.		10,182		671,198
WD-40 Co.		7,318		530,482
				1,682,819
Independent Power Producers & Energy Traders 0.2%
Atlantic Power Corp. (a)		56,958		255,741
Dynegy, Inc.* (a)		46,912		911,500
Genie Energy Ltd., Class B*		6,131		63,333
Ormat Technologies, Inc. (a)		8,266		215,495
				1,446,069

128

Statement of Investments (Continued)

October 31, 2013

Nationwide Small Cap Index Fund (Continued)

Common Stocks (continued)
	Shares		Market Value
Industrial Conglomerates 0.1%
Raven Industries, Inc.		17,175	$	572,958
Information Technology Services 2.1%
Acxiom Corp.*		34,791		1,156,105
Blackhawk Network Holdings, Inc.*		5,456		124,724
CACI International, Inc., Class A*		10,877		782,926
Cardtronics, Inc.*		21,096		828,018
Cass Information Systems, Inc.		4,863		278,796
CIBER, Inc.*		34,879		113,357
Computer Task Group, Inc.		7,303		125,100
Convergys Corp.		49,385		974,860
CSG Systems International, Inc.		16,025		446,456
EPAM Systems, Inc.*		10,353		387,927
Euronet Worldwide, Inc.*		23,476		1,018,858
EVERTEC, Inc.		13,998		328,393
ExlService Holdings, Inc.*		15,423		445,879
Forrester Research, Inc.		5,925		229,949
Global Cash Access Holdings, Inc.*		31,435		260,910
Hackett Group, Inc. (The)		12,098		86,138
Heartland Payment Systems, Inc. (a)		17,111		692,140
Higher One Holdings, Inc.* (a)		14,772		117,437
iGATE Corp.*		16,472		524,468
Lionbridge Technologies, Inc.*		27,122		118,252
Luxoft Holding, Inc.*		2,164		63,232
ManTech International Corp., Class A (a)		11,253		314,409
MAXIMUS, Inc.		32,257		1,562,852
ModusLink Global Solutions, Inc.*		17,594		72,487
MoneyGram International, Inc.*		10,133		213,908
Planet Payment, Inc.*		20,125		54,740
PRGX Global, Inc.*		13,809		99,149
Sapient Corp.*		52,186		825,061
ServiceSource International, Inc.*		28,915		312,860
Sykes Enterprises, Inc.*		18,551		347,275
Syntel, Inc.		7,244		621,825
TeleTech Holdings, Inc.*		9,388		248,500
Unisys Corp.*		20,902		550,768
Virtusa Corp.*		9,669		300,513
WEX, Inc.*		18,313		1,709,519
				16,337,791
Insurance 2.3%
Ambac Financial Group, Inc.*		21,331		430,673
American Equity Investment Life Holding Co.		30,210		629,576
AMERISAFE, Inc.		8,697		334,835
Amtrust Financial Services, Inc. (a)		14,669		562,703
Argo Group International Holdings Ltd.		12,725		534,195
Baldwin & Lyons, Inc., Class B		4,309		117,765
Citizens, Inc.* (a)		20,433		171,637
CNO Financial Group, Inc.		104,847		1,633,516
Crawford & Co., Class B		12,567		138,111
Donegal Group, Inc., Class A		3,541		56,125
Eastern Insurance Holdings, Inc.		2,975		72,709
eHealth, Inc.*		8,723		371,774

Common Stocks (continued)
	Shares		Market Value
Insurance (continued)
EMC Insurance Group, Inc.		2,059	$	70,088
Employers Holdings, Inc.		14,644		440,345
Enstar Group Ltd.*		4,473		608,015
FBL Financial Group, Inc., Class A		4,157		185,984
First American Financial Corp.		51,071		1,320,696
Fortegra Financial Corp.*		2,996		22,081
Global Indemnity PLC*		3,860		95,072
Greenlight Capital Re Ltd., Class A*		13,329		410,400
Hallmark Financial Services, Inc.*		6,728		57,255
HCI Group, Inc. (a)		4,391		192,941
Health Insurance Innovations, Inc., Class A*		2,208		26,805
Hilltop Holdings, Inc.*		29,392		509,657
Horace Mann Educators Corp.		18,794		520,594
Independence Holding Co.		3,744		51,368
Infinity Property & Casualty Corp.		5,430		372,389
Investors Title Co.		593		46,337
Kansas City Life Insurance Co.		1,831		84,043
Maiden Holdings Ltd.		23,599		258,409
Meadowbrook Insurance Group, Inc.		23,658		157,089
Montpelier Re Holdings Ltd.		20,819		574,813
National Interstate Corp.		3,159		82,545
National Western Life Insurance Co., Class A		1,032		214,656
Navigators Group, Inc. (The)*		4,875		274,170
OneBeacon Insurance Group Ltd., Class A		10,772		171,921
Phoenix Cos., Inc. (The)*		2,715		104,718
Platinum Underwriters Holdings Ltd.		13,802		858,346
Primerica, Inc.		26,889		1,154,883
RLI Corp.		10,030		947,634
Safety Insurance Group, Inc.		6,098		333,500
Selective Insurance Group, Inc.		26,239		689,299
State Auto Financial Corp.		7,115		135,185
Stewart Information Services Corp.		10,097		316,238
Symetra Financial Corp.		38,553		722,098
Third Point Reinsurance Ltd.*		11,942		186,295
Tower Group International Ltd. (a)		27,268		98,983
United Fire Group, Inc.		9,729		308,409
Universal Insurance Holdings, Inc.		12,617		98,917
				17,755,797
Internet & Catalog Retail 0.4%
1-800-FLOWERS.COM, Inc., Class A*		12,500		67,875
Blue Nile, Inc.*		5,868		240,999
HSN, Inc.		15,906		833,474
Nutrisystem, Inc.		13,602		255,718
Orbitz Worldwide, Inc.*		11,351		104,883
Overstock.com, Inc.* (a)		5,301		124,202
PetMed Express, Inc.		9,616		142,701
RetailMeNot, Inc.*		4,473		145,909
Shutterfly, Inc.*		17,889		879,066
ValueVision Media, Inc., Class A*		18,297		97,706
Vitacost.com, Inc.*		10,528		83,277
				2,975,810

129

Statement of Investments (Continued)

October 31, 2013

Nationwide Small Cap Index Fund (Continued)

Common Stocks (continued)
	Shares		Market Value
Internet Software & Services 2.9%
Active Network, Inc. (The)*		25,553	$	368,985
Angie’s List, Inc.* (a)		19,999		281,786
Bankrate, Inc.* (a)		21,868		368,257
Bazaarvoice, Inc.* (a)		22,737		213,273
Blucora, Inc.*		19,367		457,642
Brightcove, Inc.*		13,303		203,137
Carbonite, Inc.*		5,631		74,554
ChannelAdvisor Corp.*		2,828		98,584
comScore, Inc.*		16,875		450,900
Constant Contact, Inc.*		14,527		376,395
Cornerstone OnDemand, Inc.*		19,009		900,456
CoStar Group, Inc.*		13,478		2,385,471
Cvent, Inc.*		3,036		94,086
Dealertrack Technologies, Inc.*		20,562		766,963
Demand Media, Inc.*		16,967		81,102
Demandware, Inc.*		7,619		376,760
Dice Holdings, Inc.*		19,371		142,958
Digital River, Inc.*		16,658		297,179
E2open, Inc.*		6,985		157,162
EarthLink, Inc.		48,732		246,584
eGain Corp.*		6,126		70,326
Envestnet, Inc.*		10,707		388,664
Global Eagle Entertainment, Inc.*		9,998		101,780
Gogo, Inc.* (a)		5,193		96,798
Internap Network Services Corp.*		25,330		184,149
IntraLinks Holdings, Inc.*		18,165		188,734
j2 Global, Inc.		21,629		1,189,162
Limelight Networks, Inc.*		25,694		49,332
Liquidity Services, Inc.* (a)		11,759		307,027
LivePerson, Inc.*		26,050		243,307
LogMeIn, Inc.*		11,507		371,676
Marchex, Inc., Class B		10,925		97,451
Marin Software, Inc.* (a)		4,452		51,599
Marketo, Inc.* (a)		3,296		111,273
Millennial Media, Inc.* (a)		16,728		117,598
Monster Worldwide, Inc.*		55,376		239,224
Move, Inc.*		18,859		320,037
Net Element International, Inc.* (a)		816		3,860
NIC, Inc.		30,650		754,603
OpenTable, Inc.*		10,737		746,007
Perficient, Inc.*		15,829		286,347
QuinStreet, Inc.*		14,761		131,225
RealNetworks, Inc.*		10,341		79,315
Reis, Inc.*		4,019		72,302
Responsys, Inc.*		17,414		284,545
SciQuest, Inc.*		10,775		235,326
Shutterstock, Inc.*		3,510		248,508
Spark Networks, Inc.*		8,432		60,373
SPS Commerce, Inc.*		7,104		484,138
Stamps.com, Inc.*		6,177		280,683
Support.com, Inc.*		23,675		105,590
TechTarget, Inc.*		5,529		27,756
Textura Corp.* (a)		2,549		97,703

Common Stocks (continued)
	Shares		Market Value
Internet Software & Services (continued)
Travelzoo, Inc.*		3,719	$	80,070
Tremor Video, Inc.*		3,271		31,532
Trulia, Inc.* (a)		13,016		520,250
United Online, Inc.		43,842		378,795
Unwired Planet, Inc.*		39,064		63,284
ValueClick, Inc.* (a)		36,052		692,559
VistaPrint NV* (a)		15,378		831,181
Vocus, Inc.*		8,763		75,800
Web.com Group, Inc.*		19,834		534,526
WebMD Health Corp.*		15,536		547,178
XO Group, Inc.*		12,609		175,013
Xoom Corp.*		3,883		115,519
Yelp, Inc.*		14,032		950,668
YuMe, Inc.*		2,153		17,741
Zillow, Inc., Class A* (a)		10,987		874,895
Zix Corp.*		29,248		119,332
				22,376,995
Leisure Equipment & Products 0.5%
Arctic Cat, Inc.		6,261		328,077
Black Diamond, Inc.* (a)		10,767		160,536
Brunswick Corp.		42,691		1,926,645
Callaway Golf Co. (a)		33,886		285,659
JAKKS Pacific, Inc. (a)		8,968		57,754
Johnson Outdoors, Inc., Class A		2,338		64,131
LeapFrog Enterprises, Inc.* (a)		30,364		259,916
Marine Products Corp.		5,203		48,752
Nautilus, Inc.*		14,717		117,147
Smith & Wesson Holding Corp.* (a)		26,367		284,236
Sturm Ruger & Co., Inc. (a)		9,195		601,445
				4,134,298
Life Sciences Tools & Services 0.4%
Accelerate Diagnostics, Inc.* (a)		5,340		68,459
Affymetrix, Inc.* (a)		33,659		237,969
Albany Molecular Research, Inc.*		11,013		144,270
Cambrex Corp.*		14,213		239,063
Fluidigm Corp.*		12,017		378,535
Furiex Pharmaceuticals, Inc.*		3,145		122,970
Harvard Bioscience, Inc.*		12,297		72,429
Luminex Corp.*		17,654		344,253
NeoGenomics, Inc.* (a)		15,793		57,487
Pacific Biosciences of California, Inc.*		22,611		92,931
PAREXEL International Corp.*		26,810		1,225,485
Sequenom, Inc.* (a)		54,677		104,980
				3,088,831
Machinery 3.2%
Accuride Corp.*		18,710		84,195
Actuant Corp., Class A		34,551		1,297,736
Alamo Group, Inc.		3,347		157,945
Albany International Corp., Class A		13,200		485,892
Altra Holdings, Inc.		12,772		387,886

130

Statement of Investments (Continued)

October 31, 2013

Nationwide Small Cap Index Fund (Continued)

Common Stocks (continued)
	Shares		Market Value
Machinery (continued)
American Railcar Industries, Inc. (a)		4,503	$	184,443
Ampco-Pittsburgh Corp.		3,947		72,664
Astec Industries, Inc.		9,648		326,199
Barnes Group, Inc.		25,317		899,766
Blount International, Inc.*		23,321		284,050
Briggs & Stratton Corp.		22,835		418,794
Chart Industries, Inc.*		14,311		1,538,003
CIRCOR International, Inc.		8,245		608,234
CLARCOR, Inc.		23,441		1,370,830
Columbus McKinnon Corp.*		9,226		239,968
Commercial Vehicle Group, Inc.*		11,131		87,601
Douglas Dynamics, Inc.		10,581		160,514
Dynamic Materials Corp.		6,444		142,412
Energy Recovery, Inc.*		20,907		122,097
EnPro Industries, Inc.*		9,831		586,616
ESCO Technologies, Inc.		12,487		450,531
ExOne Co. (The)* (a)		3,156		161,997
Federal Signal Corp.*		29,563		404,717
Flow International Corp.*		22,505		89,795
FreightCar America, Inc.		5,705		126,879
Gerber Scientific, Inc.* (b)		11,566		0
Global Brass & Copper Holdings, Inc.*		3,885		72,766
Gorman-Rupp Co. (The)		7,124		290,232
Graham Corp.		4,744		174,627
Greenbrier Cos., Inc. (The)*		11,626		308,554
Hardinge, Inc.		5,429		80,295
Hurco Cos., Inc.		3,097		75,846
Hyster-Yale Materials Handling, Inc.		4,979		390,553
John Bean Technologies Corp.		13,699		372,339
Kadant, Inc.		5,306		189,955
LB Foster Co., Class A		4,827		225,662
Lindsay Corp.		6,098		463,509
Lydall, Inc.*		8,025		146,215
Manitex International, Inc.*		6,254		80,864
Meritor, Inc.*		46,199		317,387
Middleby Corp. (The)*		8,875		2,020,394
Miller Industries, Inc.		5,204		97,523
Mueller Industries, Inc.		13,229		797,576
Mueller Water Products, Inc., Class A		74,755		640,650
NN, Inc.		8,089		130,071
Omega Flex, Inc.		1,345		27,357
PMFG, Inc.*		9,981		78,251
Proto Labs, Inc.* (a)		8,066		676,415
RBC Bearings, Inc.*		10,807		743,414
Rexnord Corp.*		14,332		337,089
Standex International Corp.		6,003		369,245
Sun Hydraulics Corp.		10,171		403,585
Tecumseh Products Co., Class A*		8,558		66,752
Tennant Co.		8,706		528,367
Titan International, Inc.		25,418		368,561
Trimas Corp.*		21,132		800,058
Twin Disc, Inc.		3,883		100,453
Wabash National Corp.*		32,458		378,460

Common Stocks (continued)
	Shares		Market Value
Machinery (continued)
Watts Water Technologies, Inc., Class A		13,439	$	776,505
Woodward, Inc.		32,378		1,298,034
Xerium Technologies, Inc.*		5,272		63,211
				24,580,539
Marine 0.1%
International Shipholding Corp.		2,600		64,532
Matson, Inc.		20,221		547,787
Ultrapetrol (Bahamas) Ltd.*		10,076		36,273
				648,592
Media 1.4%
AH Belo Corp., Class A		8,737		70,245
Beasley Broadcasting Group, Inc., Class A		1,892		16,404
Belo Corp., Class A		49,221		675,804
Carmike Cinemas, Inc.*		10,886		249,180
Central European Media Enterprises Ltd., Class A* (a)		36,211		111,168
Crown Media Holdings, Inc., Class A*		16,652		55,285
Cumulus Media, Inc., Class A*		40,076		239,654
Daily Journal Corp.* (a)		436		64,502
Dex Media, Inc.* (a)		7,937		53,575
Digital Generation, Inc.* (a)		11,481		145,235
E.W. Scripps Co. (The), Class A*		14,816		293,653
Entercom Communications Corp., Class A*		11,144		97,733
Entravision Communications Corp., Class A		26,244		176,884
Global Sources Ltd.*		8,939		66,953
Gray Television, Inc.*		23,874		201,735
Harte-Hanks, Inc.		20,442		162,923
Hemisphere Media Group, Inc.* (a)		4,132		39,089
Journal Communications, Inc., Class A*		20,889		174,423
Live Nation Entertainment, Inc.*		66,276		1,288,405
Loral Space & Communications, Inc.		6,185		441,423
Martha Stewart Living Omnimedia, Inc., Class A* (a)		14,037		35,935
McClatchy Co. (The), Class A* (a)		28,289		79,775
MDC Partners, Inc., Class A		11,932		367,864
Media General, Inc., Class A* (a)		9,291		135,463
Meredith Corp.		16,854		864,610
National CineMedia, Inc.		26,932		471,849
New York Times Co. (The), Class A		61,064		844,515
Nexstar Broadcasting Group, Inc., Class A		13,823		613,603
ReachLocal, Inc.*		5,015		61,634
Reading International, Inc., Class A*		8,059		53,351
Rentrak Corp.*		4,918		184,376
Saga Communications, Inc., Class A		2,272		108,170
Salem Communications Corp., Class A		5,061		41,804
Scholastic Corp.		12,467		357,678
Sinclair Broadcast Group, Inc., Class A		32,299		1,035,506
Speed Commerce, Inc.*		20,313		74,549
Valassis Communications, Inc. (a)		18,394		503,260
World Wrestling Entertainment, Inc., Class A		13,591		176,003
				10,634,218

131

Statement of Investments (Continued)

October 31, 2013

Nationwide Small Cap Index Fund (Continued)

Common Stocks (continued)
	Shares		Market Value
Metals & Mining 1.3%
AK Steel Holding Corp.* (a)		64,746	$	284,882
Allied Nevada Gold Corp.* (a)		49,275		201,042
AM Castle & Co.*		8,273		118,387
AMCOL International Corp.		13,148		421,788
Century Aluminum Co.*		24,336		211,237
Coeur Mining, Inc.*		48,059		586,800
Commercial Metals Co.		54,974		1,009,323
General Moly, Inc.* (a)		27,646		45,340
Globe Specialty Metals, Inc.		30,476		534,549
Gold Resource Corp. (a)		15,682		81,390
Handy & Harman Ltd.*		2,612		60,311
Haynes International, Inc.		5,818		313,590
Hecla Mining Co. (a)		157,328		490,863
Horsehead Holding Corp.* (a)		20,868		302,795
Kaiser Aluminum Corp.		8,851		597,000
Materion Corp.		9,709		289,425
Midway Gold Corp.* (a)		53,092		49,907
Molycorp, Inc.* (a)		69,192		350,803
Noranda Aluminum Holding Corp.		16,668		45,337
Olympic Steel, Inc.		4,254		116,432
Paramount Gold and Silver Corp.* (a)		63,997		77,436
RTI International Metals, Inc.*		14,843		503,178
Schnitzer Steel Industries, Inc., Class A		12,110		351,674
Stillwater Mining Co.* (a)		55,982		610,764
SunCoke Energy, Inc.*		33,128		662,560
U.S. Silica Holdings, Inc. (a)		10,100		351,682
Universal Stainless & Alloy Products, Inc.*		3,235		104,555
Walter Energy, Inc. (a)		29,662		471,329
Worthington Industries, Inc.		24,930		1,010,662
				10,255,041
Multiline Retail 0.2%
Bon-Ton Stores, Inc. (The) (a)		6,289		72,009
Fred’s, Inc., Class A		17,343		280,957
Gordmans Stores, Inc.		4,366		43,223
Saks, Inc.*		49,284		788,051
Tuesday Morning Corp.*		20,266		286,764
				1,471,004
Multi-Utilities 0.4%
Avista Corp.		28,394		789,069
Black Hills Corp.		20,968		1,063,497
NorthWestern Corp.		17,874		819,344
				2,671,910
Oil, Gas & Consumable Fuels 3.9%
Abraxas Petroleum Corp.* (a)		38,255		110,557
Adams Resources & Energy, Inc.		975		50,476
Alon USA Energy, Inc.		11,104		134,136
Alpha Natural Resources, Inc.*		103,559		724,913
Amyris, Inc.* (a)		12,906		32,523
Apco Oil and Gas International, Inc.*		4,348		66,177
Approach Resources, Inc.*		16,496		464,362

Common Stocks (continued)
	Shares		Market Value
Oil, Gas & Consumable Fuels (continued)
Arch Coal, Inc. (a)		100,649	$	426,752
Athlon Energy, Inc.*		8,567		281,854
Berry Petroleum Co., Class A		24,854		1,186,778
Bill Barrett Corp.* (a)		23,003		636,493
Bonanza Creek Energy, Inc.*		13,870		700,990
BPZ Resources, Inc.*		55,129		110,809
Callon Petroleum Co.*		18,712		127,803
Carrizo Oil & Gas, Inc.*		19,034		834,451
Clayton Williams Energy, Inc.*		2,771		215,667
Clean Energy Fuels Corp.* (a)		32,344		368,398
Cloud Peak Energy, Inc.*		28,850		450,348
Comstock Resources, Inc.		22,934		392,401
Contango Oil & Gas Co.		6,947		297,679
Crosstex Energy, Inc.		22,334		685,430
Delek US Holdings, Inc.		17,421		445,107
Diamondback Energy, Inc.*		9,241		477,298
Emerald Oil, Inc.*		26,170		227,679
Endeavour International Corp.* (a)		22,177		131,731
Energy XXI (Bermuda) Ltd.		37,394		1,086,670
EPL Oil & Gas, Inc.*		14,141		450,815
Equal Energy Ltd.		17,104		81,073
Evolution Petroleum Corp.*		7,829		94,418
EXCO Resources, Inc. (a)		64,316		347,950
Forest Oil Corp.*		56,604		268,303
Frontline Ltd.* (a)		25,150		53,318
FX Energy, Inc.* (a)		24,806		86,325
GasLog Ltd.		12,182		181,268
Gastar Exploration Ltd.*		26,053		112,549
Goodrich Petroleum Corp.*		14,732		344,581
Green Plains Renewable Energy, Inc.		11,976		193,173
Halcon Resources Corp.* (a)		109,671		568,096
Hallador Energy Co.		4,268		32,864
Isramco, Inc.* (a)		418		55,163
Jones Energy, Inc., Class A*		5,162		82,644
KiOR, Inc., Class A* (a)		21,269		49,557
Knightsbridge Tankers Ltd.		13,302		109,608
Kodiak Oil & Gas Corp.*		125,421		1,626,710
L&L Energy, Inc.* (a)		15,290		21,712
Magnum Hunter Resources Corp.* (a)		81,458		580,796
Matador Resources Co.*		27,538		506,975
Midstates Petroleum Co., Inc.* (a)		15,477		87,290
Miller Energy Resources, Inc.* (a)		14,373		97,161
Nordic American Tankers Ltd. (a)		31,399		256,216
Northern Oil and Gas, Inc.* (a)		30,248		496,975
Panhandle Oil and Gas, Inc., Class A		3,182		106,820
PDC Energy, Inc.*		16,800		1,139,208
Penn Virginia Corp.*		26,245		223,345
Petrocorp, Inc.* (b)		1,500		0
PetroQuest Energy, Inc.*		26,742		126,222
Quicksilver Resources, Inc.* (a)		58,784		125,798
Renewable Energy Group, Inc.*		10,077		109,940
Rentech, Inc.		94,146		160,990
Resolute Energy Corp.*		32,053		300,657

132

Statement of Investments (Continued)

October 31, 2013

Nationwide Small Cap Index Fund (Continued)

Common Stocks (continued)
	Shares		Market Value
Oil, Gas & Consumable Fuels (continued)
REX American Resources Corp.*		2,540	$	73,254
Rex Energy Corp.*		21,393		459,949
Rosetta Resources, Inc.*		28,836		1,728,430
Sanchez Energy Corp.*		18,032		514,092
Scorpio Tankers, Inc.		86,886		1,002,664
SemGroup Corp., Class A		19,879		1,200,493
Ship Finance International Ltd. (a)		26,643		440,942
Solazyme, Inc.* (a)		22,701		237,452
Stone Energy Corp.*		23,561		821,336
Swift Energy Co.* (a)		20,585		282,426
Synergy Resources Corp.*		24,112		249,800
Targa Resources Corp.		15,526		1,204,197
Teekay Tankers Ltd., Class A		29,169		76,131
Triangle Petroleum Corp.*		32,203		340,386
Uranium Energy Corp.* (a)		39,982		70,368
Ur-Energy, Inc.*		58,357		61,275
VAALCO Energy, Inc.*		27,383		144,308
W&T Offshore, Inc.		16,450		314,030
Warren Resources, Inc.*		33,935		106,217
Western Refining, Inc. (a)		25,668		828,306
Westmoreland Coal Co.*		5,552		78,894
ZaZa Energy Corp.* (a)		15,903		19,720
				30,000,672
Paper & Forest Products 0.7%
Boise Cascade Co.*		5,843		149,639
Clearwater Paper Corp.*		10,450		545,699
Deltic Timber Corp.		5,274		336,903
KapStone Paper and Packaging Corp.		19,262		1,000,854
Louisiana-Pacific Corp.*		65,800		1,119,258
Neenah Paper, Inc.		7,575		311,636
P.H. Glatfelter Co.		20,322		532,436
Resolute Forest Products, Inc.*		33,003		527,718
Schweitzer-Mauduit International, Inc.		14,805		916,133
Wausau Paper Corp.		23,415		273,956
				5,714,232
Personal Products 0.3%
Elizabeth Arden, Inc.*		12,125		438,804
Female Health Co. (The)		10,145		96,581
Inter Parfums, Inc.		7,769		273,158
Lifevantage Corp.* (a)		53,370		116,880
Medifast, Inc.*		6,569		153,123
Nature’s Sunshine Products, Inc.		5,074		95,848
Nutraceutical International Corp.		4,088		98,317
Prestige Brands Holdings, Inc.*		24,197		755,672
Revlon, Inc., Class A*		5,370		127,538
Star Scientific, Inc.* (a)		78,336		141,788
Synutra International, Inc.* (a)		8,410		57,440
USANA Health Sciences, Inc.* (a)		2,845		194,114
				2,549,263

Common Stocks (continued)
	Shares		Market Value
Pharmaceuticals 1.4%
AcelRx Pharmaceuticals, Inc.* (a)		11,047	$	74,236
Akorn, Inc.* (a)		27,529		562,693
Alimera Sciences, Inc.* (a)		8,146		17,432
Ampio Pharmaceuticals, Inc.* (a)		14,020		123,937
Aratana Therapeutics, Inc.* (a)		3,049		60,858
Auxilium Pharmaceuticals, Inc.*		23,330		401,509
AVANIR Pharmaceuticals, Inc., Class A*		68,734		278,373
BioDelivery Sciences International, Inc.* (a)		14,498		76,115
Cadence Pharmaceuticals, Inc.*		29,172		143,818
Cempra, Inc.*		9,504		107,965
Corcept Therapeutics, Inc.*		25,375		42,884
Cornerstone Therapeutics, Inc.*		4,266		40,399
Depomed, Inc.*		26,730		192,456
Endocyte, Inc.* (a)		14,425		150,453
Hi-Tech Pharmacal Co., Inc.		5,252		226,309
Horizon Pharma, Inc.* (a)		23,973		100,447
Impax Laboratories, Inc.*		32,377		655,958
Lannett Co., Inc.*		8,654		204,321
Medicines Co. (The)*		29,804		1,010,952
Nektar Therapeutics*		54,632		519,550
Omeros Corp.* (a)		14,082		140,820
Pacira Pharmaceuticals, Inc.*		13,039		658,600
Pernix Therapeutics Holdings, Inc.*		8,497		17,759
Pozen, Inc.*		12,997		81,686
Questcor Pharmaceuticals, Inc. (a)		24,506		1,503,933
Repros Therapeutics, Inc.*		10,878		196,239
Sagent Pharmaceuticals, Inc.*		8,837		191,675
Santarus, Inc.*		26,249		612,389
SciClone Pharmaceuticals, Inc.*		25,502		120,624
Sucampo Pharmaceuticals, Inc., Class A*		6,559		40,666
Supernus Pharmaceuticals, Inc.* (a)		7,290		51,540
TherapeuticsMD, Inc.*		39,547		166,888
ViroPharma, Inc.*		30,754		1,193,870
Vivus, Inc.* (a)		47,665		447,574
XenoPort, Inc.*		20,427		106,833
Zogenix, Inc.* (a)		31,987		93,722
				10,615,483
Professional Services 1.4%
Acacia Research Corp. (a)		23,283		351,340
Advisory Board Co. (The)*		16,736		1,148,090
Barrett Business Services, Inc.		3,303		275,041
CBIZ, Inc.* (a)		17,883		145,925
CDI Corp.		6,703		107,583
Corporate Executive Board Co. (The)		15,844		1,155,028
CRA International, Inc.*		4,687		89,287
Exponent, Inc.		6,162		465,909
Franklin Covey Co.*		4,274		80,351
FTI Consulting, Inc.*		18,962		769,478
GP Strategies Corp.*		6,985		195,720
Heidrick & Struggles International, Inc.		8,598		159,235
Huron Consulting Group, Inc.*		10,915		639,292
ICF International, Inc.*		9,319		322,624

133

Statement of Investments (Continued)

October 31, 2013

Nationwide Small Cap Index Fund (Continued)

Common Stocks (continued)
	Shares		Market Value
Professional Services (continued)
Insperity, Inc.		10,542	$	407,659
Kelly Services, Inc., Class A		12,305		256,682
Kforce, Inc.		12,471		245,554
Korn/Ferry International*		22,860		544,068
Mistras Group, Inc.*		7,584		139,242
National Technical Systems, Inc.*		3,239		74,141
Navigant Consulting, Inc.*		23,862		414,006
Odyssey Marine Exploration, Inc.* (a)		36,981		80,249
On Assignment, Inc.*		21,554		728,310
Pendrell Corp.*		76,292		170,131
Resources Connection, Inc.		19,275		245,949
RPX Corp.*		15,333		273,847
TrueBlue, Inc.*		19,145		472,881
VSE Corp.		1,912		83,746
WageWorks, Inc.*		11,773		602,895
				10,644,263
Real Estate Investment Trusts (REITs) 7.2%
Acadia Realty Trust		26,267		700,541
AG Mortgage Investment Trust, Inc.		13,778		225,133
Agree Realty Corp.		6,400		202,048
Alexander’s, Inc.		1,004		323,047
American Assets Trust, Inc.		16,040		533,972
American Capital Mortgage Investment Corp.		28,308		540,966
American Realty Capital Properties, Inc.		73,543		975,916
American Residential Properties, Inc.*		6,583		113,425
AmREIT, Inc.		9,545		167,992
Anworth Mortgage Asset Corp.		70,388		345,605
Apollo Commercial Real Estate Finance, Inc.		18,330		295,296
Apollo Residential Mortgage, Inc.		15,201		228,927
Ares Commercial Real Estate Corp.		10,243		127,320
Armada Hoffler Properties, Inc.		9,263		89,110
ARMOUR Residential REIT, Inc.		178,927		737,179
Ashford Hospitality Trust, Inc.		29,280		382,397
Associated Estates Realty Corp.		27,569		422,908
Aviv REIT, Inc.		5,556		141,122
Campus Crest Communities, Inc.		30,986		310,170
CapLease, Inc.		42,437		360,714
Capstead Mortgage Corp.		40,538		479,565
Cedar Realty Trust, Inc.		34,492		196,949
Chambers Street Properties		112,342		1,048,151
Chatham Lodging Trust		11,937		225,132
Chesapeake Lodging Trust		23,167		546,046
Colony Financial, Inc.		30,921		625,532
CoreSite Realty Corp.		9,839		319,177
Cousins Properties, Inc.		79,993		906,321
CubeSmart		62,993		1,150,882
CyrusOne, Inc.		9,068		176,735
CYS Investments, Inc.		83,559		709,416
DCT Industrial Trust, Inc.		138,420		1,072,755
DiamondRock Hospitality Co.		92,929		1,058,461
DuPont Fabros Technology, Inc.		29,692		737,846

Common Stocks (continued)
	Shares		Market Value
Real Estate Investment Trusts (REITs) (continued)
Dynex Capital, Inc.		26,685	$	230,558
EastGroup Properties, Inc.		14,422		918,105
Education Realty Trust, Inc.		54,385		497,079
Ellington Residential Mortgage REIT		3,233		50,499
EPR Properties		24,487		1,257,897
Equity One, Inc.		28,761		693,428
Excel Trust, Inc.		22,963		277,393
FelCor Lodging Trust, Inc.*		58,922		395,956
First Industrial Realty Trust, Inc.		51,001		921,588
First Potomac Realty Trust		27,781		341,428
Franklin Street Properties Corp.		43,040		568,128
Geo Group, Inc. (The)		33,857		1,194,136
Getty Realty Corp.		12,287		235,665
Gladstone Commercial Corp.		6,912		130,637
Glimcher Realty Trust		68,336		700,444
Government Properties Income Trust		23,194		567,093
Gramercy Property Trust, Inc.*		28,083		128,339
Healthcare Realty Trust, Inc.		45,613		1,095,168
Hersha Hospitality Trust		96,408		546,633
Highwoods Properties, Inc.		42,687		1,647,718
Hudson Pacific Properties, Inc.		20,690		428,076
Inland Real Estate Corp.		40,876		436,964
Invesco Mortgage Capital, Inc.		64,830		1,001,624
Investors Real Estate Trust		48,582		418,777
iStar Financial, Inc.*		40,368		509,848
JAVELIN Mortgage Investment Corp.		6,578		78,081
Kite Realty Group Trust		43,259		276,858
LaSalle Hotel Properties		49,052		1,523,065
Lexington Realty Trust		71,709		838,995
LTC Properties, Inc.		16,559		653,253
Medical Properties Trust, Inc.		76,866		1,002,333
Monmouth Real Estate Investment Corp., Class A		20,616		190,080
National Health Investors, Inc.		11,745		734,297
New Residential Investment Corp.		120,289		795,110
New York Mortgage Trust, Inc.		30,826		197,903
NorthStar Realty Finance Corp.		113,961		1,063,256
One Liberty Properties, Inc.		5,657		119,589
Parkway Properties, Inc.		20,771		376,163
Pebblebrook Hotel Trust		29,202		881,900
Pennsylvania Real Estate Investment Trust		32,308		585,744
PennyMac Mortgage Investment Trust		26,312		607,018
Physicians Realty Trust		5,012		62,951
Potlatch Corp.		19,241		785,610
PS Business Parks, Inc.		8,651		704,970
RAIT Financial Trust		33,297		251,392
Ramco-Gershenson Properties Trust		28,475		463,004
Redwood Trust, Inc.		39,054		684,226
Resource Capital Corp.		60,879		374,406
Retail Opportunity Investments Corp.		34,347		508,336
Rexford Industrial Realty, Inc.*		7,626		103,866
RLJ Lodging Trust		58,569		1,479,453
Rouse Properties, Inc.		10,711		216,576

134

Statement of Investments (Continued)

October 31, 2013

Nationwide Small Cap Index Fund (Continued)

Common Stocks (continued)
	Shares		Market Value
Real Estate Investment Trusts (REITs) (continued)
Ryman Hospitality Properties, Inc.		21,071	$	777,731
Sabra Health Care REIT, Inc.		17,835		479,762
Saul Centers, Inc.		3,789		178,083
Select Income REIT		10,678		294,179
Silver Bay Realty Trust Corp.		7,415		114,636
Sovran Self Storage, Inc.		14,880		1,138,171
STAG Industrial, Inc.		20,126		420,835
Strategic Hotels & Resorts, Inc.*		85,948		747,748
Summit Hotel Properties, Inc.		38,770		356,296
Sun Communities, Inc.		17,062		760,453
Sunstone Hotel Investors, Inc.		77,218		1,023,139
Terreno Realty Corp.		12,065		214,516
UMH Properties, Inc.		7,501		75,460
Universal Health Realty Income Trust		5,101		224,036
Urstadt Biddle Properties, Inc., Class A		10,721		211,633
Washington Real Estate Investment Trust		31,727		831,565
Western Asset Mortgage Capital Corp.		12,030		193,803
Whitestone REIT		8,919		122,993
Winthrop Realty Trust		14,416		169,676
ZAIS Financial Corp.		2,671		46,475
				55,609,562
Real Estate Management & Development 0.4%
Alexander & Baldwin, Inc.*		20,405		754,985
Altisource Residential Corp.		19,735		524,359
AV Homes, Inc.*		4,256		81,290
Consolidated-Tomoka Land Co.		2,777		104,193
Forestar Group, Inc.*		16,459		367,529
Kennedy-Wilson Holdings, Inc.		26,690		534,868
Tejon Ranch Co.*		6,607		244,591
Thomas Properties Group, Inc.		14,370		97,716
				2,709,531
Road & Rail 0.5%
Arkansas Best Corp.		12,170		333,093
Celadon Group, Inc.		9,531		176,705
Heartland Express, Inc.		21,665		311,109
Knight Transportation, Inc.		27,814		472,004
Marten Transport Ltd.		11,078		195,416
Patriot Transportation Holding, Inc.*		3,113		115,088
Quality Distribution, Inc.*		9,822		100,970
Roadrunner Transportation Systems, Inc.*		8,806		233,359
Saia, Inc.*		11,487		373,672
Swift Transportation Co.* (a)		39,564		862,100
Universal Truckload Services, Inc.		2,564		68,356
Werner Enterprises, Inc.		21,596		500,163
YRC Worldwide, Inc.* (a)		5,078		48,139
				3,790,174
Semiconductors & Semiconductor Equipment 3.1%
Advanced Energy Industries, Inc.*		18,567		387,679
Alpha & Omega Semiconductor Ltd.*		8,309		61,154
Ambarella, Inc.* (a)		8,781		180,450

Common Stocks (continued)
	Shares		Market Value
Semiconductors & Semiconductor Equipment (continued)
Amkor Technology, Inc.* (a)		33,062	$	175,559
ANADIGICS, Inc.*		39,797		80,390
Applied Micro Circuits Corp.*		34,594		403,366
ATMI, Inc.*		15,073		412,096
Axcelis Technologies, Inc.*		50,881		110,412
Brooks Automation, Inc.		31,430		302,985
Cabot Microelectronics Corp.*		10,973		448,686
Cavium, Inc.*		24,160		973,890
Ceva, Inc.*		10,469		150,021
Cirrus Logic, Inc.*		29,823		668,930
Cohu, Inc.		11,546		110,380
Cypress Semiconductor Corp.*		69,639		646,250
Diodes, Inc.*		16,959		410,747
DSP Group, Inc.*		9,475		70,589
Entegris, Inc.*		65,862		681,672
Entropic Communications, Inc.*		42,378		181,378
Exar Corp.*		18,083		208,497
FormFactor, Inc.*		25,491		133,063
GSI Technology, Inc.*		9,806		68,838
GT Advanced Technologies, Inc.* (a)		56,536		424,020
Hittite Microwave Corp.*		14,802		945,700
Inphi Corp.*		12,349		182,024
Integrated Device Technology, Inc.*		62,341		663,308
Integrated Silicon Solution, Inc.*		13,274		143,094
Intermolecular, Inc.*		8,279		48,018
International Rectifier Corp.*		32,533		847,159
Intersil Corp., Class A		60,182		671,631
IXYS Corp.		11,245		130,779
Kopin Corp.*		30,912		113,447
Lattice Semiconductor Corp.*		54,708		280,652
LTX-Credence Corp.*		22,462		137,692
M/A-COM Technology Solutions Holdings, Inc.*		5,090		87,904
MaxLinear, Inc., Class A*		10,788		93,424
Micrel, Inc.		21,986		202,271
Microsemi Corp.*		43,651		1,096,950
Mindspeed Technologies, Inc.* (a)		20,964		60,586
MKS Instruments, Inc.		25,042		742,245
Monolithic Power Systems, Inc.		17,400		554,016
MoSys, Inc.*		22,529		99,128
Nanometrics, Inc.*		10,921		202,912
NeoPhotonics Corp.*		9,781		69,347
NVE Corp.*		2,279		121,630
OmniVision Technologies, Inc.*		25,570		358,236
PDF Solutions, Inc.*		11,878		272,838
Peregrine Semiconductor Corp.* (a)		12,357		100,586
Pericom Semiconductor Corp.*		10,543		85,187
Photronics, Inc.*		28,741		241,424
PLX Technology, Inc.*		21,488		129,787
PMC-Sierra, Inc.*		96,501		566,461
Power Integrations, Inc.		13,603		781,356
Rambus, Inc.*		52,812		461,577
RF Micro Devices, Inc.*		133,091		698,728

135

Statement of Investments (Continued)

October 31, 2013

Nationwide Small Cap Index Fund (Continued)

Common Stocks (continued)
	Shares		Market Value
Semiconductors & Semiconductor Equipment (continued)
Rubicon Technology, Inc.* (a)		8,352	$	71,827
Rudolph Technologies, Inc.*		15,443		163,696
Semtech Corp.*		31,657		984,849
Sigma Designs, Inc.*		14,163		77,047
Silicon Image, Inc.*		36,508		191,667
Spansion, Inc., Class A*		22,362		267,673
SunEdison, Inc.*		125,679		1,168,815
SunPower Corp.* (a)		19,417		586,199
Supertex, Inc.		4,610		117,601
Tessera Technologies, Inc.		24,950		474,549
TriQuint Semiconductor, Inc.*		77,257		612,648
Ultra Clean Holdings, Inc.*		11,489		106,963
Ultratech, Inc.*		13,116		312,030
Veeco Instruments, Inc.*		18,526		541,144
				24,157,857
Software 4.1%
Accelrys, Inc.*		26,392		246,765
ACI Worldwide, Inc.*		18,771		1,034,657
Actuate Corp.*		22,360		179,104
Advent Software, Inc.		15,437		517,911
American Software, Inc., Class A		11,484		100,485
Aspen Technology, Inc.*		44,170		1,688,619
AVG Technologies NV*		11,352		228,175
Blackbaud, Inc.		21,576		776,736
Bottomline Technologies de, Inc.*		17,884		561,915
BroadSoft, Inc.*		13,272		434,260
Callidus Software, Inc.*		17,775		183,971
CommVault Systems, Inc.*		21,945		1,713,466
Comverse, Inc.*		10,484		331,085
Cyan, Inc.* (a)		3,880		18,275
Digimarc Corp.		3,016		63,517
Ebix, Inc. (a)		14,765		168,026
Ellie Mae, Inc.*		12,488		360,903
Epiq Systems, Inc.		14,866		222,395
ePlus, Inc.		1,757		95,510
Fair Isaac Corp.		16,903		968,204
FleetMatics Group PLC*		7,737		245,650
Gigamon, Inc.*		3,684		113,394
Glu Mobile, Inc.* (a)		30,037		102,126
Guidance Software, Inc.*		8,049		70,348
Guidewire Software, Inc.*		22,959		1,164,480
Imperva, Inc.*		9,562		366,607
Infoblox, Inc.*		23,602		1,049,109
Interactive Intelligence Group, Inc.*		7,324		450,060
Jive Software, Inc.*		18,736		204,035
Manhattan Associates, Inc.*		9,168		976,484
Mentor Graphics Corp.		44,907		991,547
MicroStrategy, Inc., Class A*		4,280		522,117
Mitek Systems, Inc.* (a)		12,185		64,459
Model N, Inc.*		3,960		35,600
Monotype Imaging Holdings, Inc.		18,072		509,992
Netscout Systems, Inc.*		17,105		484,414

Common Stocks (continued)
	Shares		Market Value
Software (continued)
Pegasystems, Inc.		8,219	$	312,815
Progress Software Corp.*		24,352		632,178
Proofpoint, Inc.*		10,324		326,651
PROS Holdings, Inc.*		10,640		376,124
PTC, Inc.*		56,358		1,562,244
QAD, Inc., Class A		2,804		41,836
Qlik Technologies, Inc.*		41,001		1,038,965
Qualys, Inc.*		7,058		146,806
Rally Software Development Corp.*		3,241		86,956
RealPage, Inc.*		21,994		539,513
Rosetta Stone, Inc.*		5,417		82,230
Sapiens International Corp. NV		8,159		52,626
Seachange International, Inc.*		15,478		219,633
Silver Spring Networks, Inc.* (a)		2,915		63,664
SS&C Technologies Holdings, Inc.*		27,412		1,077,292
Synchronoss Technologies, Inc.*		13,775		476,890
Take-Two Interactive Software, Inc.*		38,339		686,651
Tangoe, Inc.* (a)		14,664		280,082
TeleCommunication Systems, Inc., Class A*		22,844		52,084
Telenav, Inc.*		8,499		61,618
TiVo, Inc.*		59,734		793,865
Tyler Technologies, Inc.*		14,867		1,437,788
Ultimate Software Group, Inc. (The)*		13,048		2,015,655
VASCO Data Security International, Inc.*		13,480		101,235
Verint Systems, Inc.*		24,764		904,381
VirnetX Holding Corp.* (a)		19,996		434,713
Vringo, Inc.* (a)		31,555		88,985
				31,137,881
Specialty Retail 3.2%
Aeropostale, Inc.* (a)		37,192		345,514
America’s Car-Mart, Inc.*		3,799		173,766
Ann, Inc.*		22,224		785,841
Asbury Automotive Group, Inc.*		14,672		704,990
Barnes & Noble, Inc.* (a)		19,188		271,126
bebe stores, inc.		16,177		97,547
Big 5 Sporting Goods Corp.		7,970		150,713
Body Central Corp.*		8,062		45,147
Brown Shoe Co., Inc.		20,470		459,347
Buckle, Inc. (The) (a)		13,199		645,959
Cato Corp. (The), Class A		13,031		390,539
Children’s Place Retail Stores, Inc. (The)*		10,921		596,177
Christopher & Banks Corp.*		17,097		98,650
Citi Trends, Inc.*		7,269		106,709
Conn’s, Inc.*		10,566		638,609
Destination Maternity Corp.		6,378		199,249
Destination XL Group, Inc.*		19,754		137,290
Express, Inc.*		40,189		932,787
Finish Line, Inc. (The), Class A		23,255		582,305
Five Below, Inc.* (a)		15,417		744,024
Francesca’s Holdings Corp.* (a)		20,834		374,804
Genesco, Inc.*		11,354		773,321
Group 1 Automotive, Inc.		10,248		655,872

136

Statement of Investments (Continued)

October 31, 2013

Nationwide Small Cap Index Fund (Continued)

Common Stocks (continued)
	Shares		Market Value
Specialty Retail (continued)
Haverty Furniture Cos., Inc.		9,347	$	259,940
hhgregg, Inc.*		6,071		94,161
Hibbett Sports, Inc.* (a)		12,235		713,668
Jos. A. Bank Clothiers, Inc.*		13,215		634,056
Kirkland’s, Inc.*		6,587		116,919
Lithia Motors, Inc., Class A		10,459		657,348
Lumber Liquidators Holdings, Inc.*		12,980		1,482,186
MarineMax, Inc.*		11,099		163,488
Mattress Firm Holding Corp.* (a)		6,327		190,190
Men’s Wearhouse, Inc. (The)		23,640		999,972
Monro Muffler Brake, Inc. (a)		14,750		678,500
New York & Co., Inc.*		13,307		68,132
Office Depot, Inc.*		115,879		647,764
OfficeMax, Inc.		40,947		613,386
Pacific Sunwear of California, Inc.*		21,267		57,208
Penske Automotive Group, Inc.		19,891		788,081
Pep Boys-Manny, Moe & Jack (The)*		25,181		325,842
Pier 1 Imports, Inc.		44,705		933,440
RadioShack Corp.* (a)		47,378		133,132
Rent-A-Center, Inc.		25,144		860,931
Restoration Hardware Holdings, Inc.*		8,376		584,142
Sears Hometown and Outlet Stores, Inc.*		4,110		114,505
Select Comfort Corp.*		26,340		482,549
Shoe Carnival, Inc.		7,070		183,749
Sonic Automotive, Inc., Class A		18,427		410,554
Stage Stores, Inc.		15,487		319,807
Stein Mart, Inc.		13,098		193,458
Systemax, Inc.		5,154		48,963
Tile Shop Holdings, Inc.*		8,743		195,231
Tilly’s, Inc., Class A*		4,764		69,364
Trans World Entertainment Corp.		4,962		21,485
Vitamin Shoppe, Inc.*		14,290		670,344
West Marine, Inc.*		8,102		98,925
Wet Seal, Inc. (The), Class A*		42,017		139,076
Winmark Corp.		1,035		75,772
Zale Corp.*		15,410		240,858
Zumiez, Inc.*		9,973		295,600
				24,473,012
Textiles, Apparel & Luxury Goods 1.3%
American Apparel, Inc.* (a)		28,095		37,647
Columbia Sportswear Co. (a)		6,079		406,503
Crocs, Inc.*		41,694		507,833
Culp, Inc.		3,914		75,736
Fifth & Pacific Cos., Inc.*		56,558		1,498,221
G-III Apparel Group Ltd.*		7,932		449,903
Iconix Brand Group, Inc.*		26,962		973,059
Jones Group, Inc. (The)		37,886		588,749
Movado Group, Inc.		8,391		391,272
Oxford Industries, Inc.		6,356		456,170
Perry Ellis International, Inc.		5,792		110,106
Quiksilver, Inc.*		62,737		521,972
RG Barry Corp.		4,761		90,840

Common Stocks (continued)
	Shares		Market Value
Textiles, Apparel & Luxury Goods (continued)
Skechers U.S.A., Inc., Class A*		18,313	$	533,641
Steven Madden Ltd.*		28,435		1,042,996
Tumi Holdings, Inc.*		22,642		483,407
Unifi, Inc.*		7,052		171,998
Vera Bradley, Inc.* (a)		10,229		226,572
Wolverine World Wide, Inc.		23,672		1,366,821
				9,933,446
Thrifts & Mortgage Finance 1.6%
Astoria Financial Corp.		41,853		552,878
Banc of California, Inc. (a)		7,778		109,748
Bank Mutual Corp.		21,758		138,381
BankFinancial Corp.		9,899		91,962
BBX Capital Corp., Class A* (a)		3,510		46,297
Beneficial Mutual Bancorp, Inc.*		15,059		146,825
Berkshire Hills Bancorp, Inc.		11,921		302,436
BofI Holding, Inc.*		5,741		346,871
Brookline Bancorp, Inc.		33,300		295,371
Capitol Federal Financial, Inc.		70,568		894,096
Charter Financial Corp.		10,685		115,825
Clifton Savings Bancorp, Inc.		4,126		52,111
Dime Community Bancshares, Inc.		15,119		247,347
Doral Financial Corp.*		3,018		51,004
ESB Financial Corp.		6,075		80,858
ESSA Bancorp, Inc.		4,174		45,747
EverBank Financial Corp.		38,205		577,660
Federal Agricultural Mortgage Corp., Class C		4,893		174,631
First Defiance Financial Corp.		4,558		117,688
First Federal Bancshares of Arkansas, Inc.*		1,538		13,811
First Financial Northwest, Inc.		7,344		79,609
Flagstar Bancorp, Inc.*		9,407		152,487
Fox Chase Bancorp, Inc.		5,738		99,095
Franklin Financial Corp.		5,017		94,671
Hingham Institution for Savings		624		45,377
Home Bancorp, Inc.*		3,166		57,526
Home Loan Servicing Solutions Ltd.		33,498		790,888
HomeStreet, Inc.		6,081		115,661
Kearny Financial Corp.*		6,763		71,011
Meridian Interstate Bancorp, Inc.*		3,989		94,699
Meta Financial Group, Inc.		2,821		104,998
MGIC Investment Corp.*		153,142		1,246,576
NASB Financial, Inc.*		2,003		51,577
Northfield Bancorp, Inc.		27,561		356,364
Northwest Bancshares, Inc.		44,463		622,037
OceanFirst Financial Corp.		6,514		114,581
Oritani Financial Corp.		21,562		349,736
PennyMac Financial Services, Inc., Class A*		6,054		97,469
Provident Financial Holdings, Inc.		4,269		64,718
Provident Financial Services, Inc.		28,313		530,586
Provident New York Bancorp (a)		21,108		247,386
Radian Group, Inc. (a)		81,642		1,189,524
Rockville Financial, Inc.		13,022		171,239
Roma Financial Corp.*		3,386		65,892

137

Statement of Investments (Continued)

October 31, 2013

Nationwide Small Cap Index Fund (Continued)

Common Stocks (continued)
	Shares		Market Value
Thrifts & Mortgage Finance (continued)
Territorial Bancorp, Inc.		4,704	$	102,594
Tree.com, Inc.		3,002		88,589
TrustCo Bank Corp. NY		44,916		301,835
United Community Financial Corp.*		23,682		94,728
United Financial Bancorp, Inc.		9,282		145,542
Walker & Dunlop, Inc.*		7,822		101,530
Waterstone Financial, Inc.*		3,565		37,932
Westfield Financial, Inc.		8,800		63,448
WSFS Financial Corp.		3,701		259,107
				12,410,559
Tobacco 0.2%
Alliance One International, Inc.*		40,812		121,212
Universal Corp.		10,974		581,951
Vector Group Ltd. (a)		30,095		486,636
				1,189,799
Trading Companies & Distributors 0.9%
Aceto Corp.		12,958		206,680
Aircastle Ltd.		32,292		609,350
Applied Industrial Technologies, Inc.		19,867		939,908
Beacon Roofing Supply, Inc.*		23,002		798,399
BlueLinx Holdings, Inc.* (a)		16,414		30,530
CAI International, Inc.*		8,137		178,119
DXP Enterprises, Inc.*		4,481		411,804
Edgen Group, Inc.*		8,218		98,369
H&E Equipment Services, Inc.*		14,174		354,775
Houston Wire & Cable Co.		8,419		116,772
Kaman Corp.		12,778		475,086
Rush Enterprises, Inc., Class A*		16,397		469,282
TAL International Group, Inc. (a)		16,013		773,588
Textainer Group Holdings Ltd. (a)		10,057		381,160
Titan Machinery, Inc.* (a)		8,173		144,172
Watsco, Inc.		12,147		1,157,488
				7,145,482
Transportation Infrastructure 0.1%
Wesco Aircraft Holdings, Inc.*		19,483		356,929
Water Utilities 0.3%
American States Water Co.		18,267		520,244
Artesian Resources Corp., Class A		3,470		79,463
California Water Service Group		22,644		493,639
Connecticut Water Service, Inc.		5,090		163,135
Consolidated Water Co., Ltd.		6,890		103,626
Middlesex Water Co.		7,517		155,827
Pure Cycle Corp.* (a)		8,240		55,043
SJW Corp.		7,290		205,797
York Water Co. (The)		6,164		127,656
				1,904,430
Wireless Telecommunication Services 0.2%
Boingo Wireless, Inc.*		8,935		60,579
Leap Wireless International, Inc.*		25,557		411,468

Common Stocks (continued)
	Shares		Market Value
Wireless Telecommunication Services (continued)
NII Holdings, Inc.* (a)		81,380	$	279,947
NTELOS Holdings Corp.		7,380		140,515
Shenandoah Telecommunications Co.		11,371		315,318
USA Mobility, Inc.		10,254		152,990
				1,360,817
Total Common Stocks (cost $546,089,204)				745,886,836
Rights 0.0%†
	Number of Rights		Market Value
Biotechnology 0.0%†
Cubist Pharmaceuticals, Inc.*		10,662		20,578
Hotels, Restaurants & Leisure 0.0%†
Caesars Entertainment Corp., expiring 11/02/13* (a)(b)		17,619		40,347
Total Rights (cost $ — )				60,925
Warrant 0.0%
	Number of Warrants		Market Value
Oil, Gas & Consumable Fuels 0.0%
Magnum Hunter Resources Corp., expiring 04/15/16* (b)		7,307		0
Total Warrant (cost $ — )				0
Mutual Funds 2.9%
	Shares		Market Value
Equity Fund 0.0%†
Firsthand Technology Value Fund, Inc. *		4,045		94,288
Money Market Fund 2.9%
Fidelity Institutional Money Market Fund – Institutional Class, 0.08% (c)		22,584,699		22,584,699
Total Mutual Funds (cost $22,664,434)				22,678,987

138

Statement of Investments (Continued)

October 31, 2013

Nationwide Small Cap Index Fund (Continued)

Repurchase Agreements 10.8%
	Principal Amount		Market Value
BNP Paribas Securities Corp., 0.09%, dated 10/31/13, due 11/01/13, repurchase price $40,000,100, collateralized by U.S. Government Agency and Treasury Securities ranging from 0.00%-5.13%, maturing 11/15/13-05/04/37; total market value $40,800,005. (d)	$	40,000,000	$	40,000,000
Goldman Sachs & Co., 0.10%, dated 10/31/13, due 11/01/13, repurchase price $27,924,822, collateralized by U.S. Government Agency Securities ranging from 2.50%-7.50%, maturing 06/15/23-10/20/43; total market value $28,483,240. (d)		27,924,745		27,924,745
Goldman Sachs & Co., 0.05%, dated 10/30/13, due 11/06/13, repurchase price $15,000,125, collateralized by U.S. Government Treasury Securities ranging from 0.25%-8.13%, maturing 01/31/15-02/15/26; total market value $15,300,006. (d)		15,000,000		15,000,000
Total Repurchase Agreements (cost $82,924,745)				82,924,745
Total Investments (cost $651,678,383) (e) — 110.7%				851,551,493
Liabilities in excess of other assets — (10.7%)				(82,272,197	)
NET ASSETS — 100.0%			$	769,279,296

* Denotes a non-income producing security.

(a) The security or a portion of this security is on loan at October 31, 2013. The total value of securities on loan at October 31, 2013 was $79,877,508.

(b) Fair valued security.

(c) Represents 7-day effective yield as of October 31, 2013.

(d) The security was purchased with cash collateral held from securities on loan. The total value of securities purchased with cash collateral as of October 31, 2013 was $82,924,745.

(e) See notes to financial statements for tax unrealized appreciation/(depreciation) of securities.

† Amount rounds to less than 0.1%.

Ltd. Limited

NV Public Traded Company

PLC Public Limited Company

REIT Real Estate Investment Trust

SA Stock Company

At October 31, 2013, the Fund’s open futures contracts were as follows (Note 2):

Number of Contracts	Long Contracts	Expiration		Notional Value Covered by Contracts		Unrealized Appreciation/ (Depreciation)
214	Russell 2000 Mini Future		12/20/13	$	23,492,920	$	340,722

At October 31, 2013, the fund had $904,000 segregated as collateral with the broker for open futures contracts.

The accompanying notes are an integral part of these financial statements.

139

Statement of Assets and Liabilities

October 31, 2013

	Nationwide Small Cap Index Fund
Assets:
Investments, at value *(cost $568,753,638)	$	768,626,748
Repurchase agreements, at value and cost		82,924,745
Total Investments		851,551,493
Cash		7,054
Deposits with broker for futures contracts		904,000
Dividends receivable		272,370
Security lending income receivable		122,312
Receivable for investments sold		1,549,745
Receivable for capital shares issued		135,314
Prepaid expenses		23,518
Total Assets		854,565,806
Liabilities:
Payable for investments purchased		1,526,742
Payable for capital shares redeemed		400,957
Payable for variation margin on futures contracts		180,607
Payable upon return of securities loaned (Note 2)		82,924,745
Accrued expenses and other payables:
Investment advisory fees		123,278
Fund administration fees		23,037
Distribution fees		31,941
Administrative servicing fees		28,485
Accounting and transfer agent fees		17,951
Trustee fees		1,465
Custodian fees		1,697
Compliance program costs (Note 3)		377
Professional fees		21,894
Printing fees		2,577
Other		757
Total Liabilities		85,286,510
Net Assets	$	769,279,296
Represented by:
Capital	$	547,211,059
Accumulated undistributed net investment income		3,267,995
Accumulated net realized gains from investment and futures transactions		18,586,410
Net unrealized appreciation/(depreciation) from investments		199,873,110
Net unrealized appreciation/(depreciation) from futures contracts (Note 2)		340,722
Net Assets	$	769,279,296
Net Assets:
Class A Shares	$	140,499,070
Class B Shares		11,115
Class C Shares		2,763,671
Class R2 Shares		16,977
Institutional Class Shares		625,988,463
Total	$	769,279,296

* Includes value of securities on loan of $79,877,508 (Note 2).

140

Statement of Assets and Liabilities (Continued)

October 31, 2013

	Nationwide Small Cap Index Fund
Shares Outstanding (unlimited number of shares authorized):
Class A Shares		9,041,563
Class B Shares		731
Class C Shares		182,498
Class R2 Shares		1,098
Institutional Class Shares		39,738,046
Total		48,963,936
Net asset value and redemption price per share (Net assets by class divided by shares outstanding by class, respectively):
Class A Shares (a)	$	15.54
Class B Shares (b)	$	15.21
Class C Shares (c)	$	15.14
Class R2 Shares	$	15.46
Institutional Class Shares	$	15.75
Maximum offering price per share (100%/(100%-maximum sales charge) of net asset value adjusted to the nearest cent):
Class A Shares	$	16.49
Maximum Sales Charge:
Class A Shares		5.75	%

(a) For Class A Shares, the redemption price per share is reduced by 1.00% on sales of shares of original purchases of $1,000,000 or more or that were not subject to a front-end sales charge made within 18 months of the purchase date.

(b) For Class B Shares, the redemption price per share varies by the length of time shares are held.

(c) For Class C Shares, the redemption price per share is reduced by 1.00% for shares held less than one year.

The accompanying notes are an integral part of these financial statements.

141

Statement of Operations

For the Year Ended October 31, 2013

	Nationwide Small Cap Index Fund
INVESTMENT INCOME:
Dividend income	$	10,741,458
Income from securities lending (Note 2)		1,482,374
Foreign tax withholding		(8,291	)
Total Income		12,215,541
EXPENSES:
Investment advisory fees		1,173,511
Fund administration fees		229,651
Distribution fees Class A		297,074
Distribution fees Class B		472
Distribution fees Class C		20,577
Distribution fees Class R2		39
Administrative servicing fees Class A		167,218
Registration and filing fees		52,823
Professional fees		43,800
Printing fees		20,478
Trustee fees		21,636
Custodian fees		22,655
Accounting and transfer agent fees		82,757
Compliance program costs (Note 3)		2,276
Recoupment fees (Note 3)		40,639
Other		17,046
Total expenses before earnings credit		2,192,652
Earnings credit (Note 6)		(605	)
Net Expenses		2,192,047
NET INVESTMENT INCOME		10,023,494
REALIZED/UNREALIZED GAINS (LOSSES) FROM INVESTMENTS:
Net realized gains from investment transactions		38,525,855
Net realized gains from futures transactions (Note 2)		5,443,446
Net realized gains from investment and futures transactions		43,969,301
Net change in unrealized appreciation/(depreciation) from investments		135,547,095
Net change in unrealized appreciation/(depreciation) from futures contracts (Note 2)		544,731
Net change in unrealized appreciation/(depreciation) from investments and futures contracts		136,091,826
Net realized/unrealized gains from investments and futures transactions		180,061,127
CHANGE IN NET ASSETS RESULTING FROM OPERATIONS	$	190,084,621

The accompanying notes are an integral part of these financial statements.

142

Statements of Changes in Net Assets

	Nationwide Small Cap Index Fund
	Year Ended October 31, 2013			Year Ended October 31,  2012
Operations:
Net investment income	$	10,023,494		$	7,458,334
Net realized gains from investment and futures transactions		43,969,301			8,803,943
Net change in unrealized appreciation/(depreciation) from investments and futures contracts		136,091,826			43,701,524
Change in net assets resulting from operations		190,084,621			59,963,801
Distributions to Shareholders From:
Net investment income:
Class A		(1,542,902	)		(828,798	)
Class B		(612	)		(199	)
Class C		(19,640	)		(3,570	)
Class R2		(32	)		(8	)
Institutional Class		(7,334,699	)		(4,309,467	)
Net realized gains:
Class A		(3,723,808	)		(4,880,417	)
Class B		(1,847	)		(2,472	)
Class C		(59,007	)		(46,523	)
Class R2		(54	)		(42	)
Institutional Class		(15,728,849	)		(13,674,401	)
Change in net assets from shareholder distributions		(28,411,450	)		(23,745,897	)
Change in net assets from capital transactions		75,124,605			(64,374,210	)
Change in net assets		236,797,776			(28,156,306	)
Net Assets:
Beginning of year		532,481,520			560,637,826
End of year	$	769,279,296		$	532,481,520
Accumulated undistributed net investment income at end of year	$	3,267,995		$	2,858,720
CAPITAL TRANSACTIONS:
Class A Shares
Proceeds from shares issued	$	29,446,032		$	20,840,718
Dividends reinvested		5,021,532			5,477,805
Cost of shares redeemed		(26,588,285	)		(76,454,735	)
Total Class A Shares		7,879,279			(50,136,212	)
Class B Shares
Proceeds from shares issued		–			176
Dividends reinvested		2,459			2,494
Cost of shares redeemed		(51,789	)		(32,247	)
Total Class B Shares		(49,330	)		(29,577	)
Class C Shares
Proceeds from shares issued		738,602			268,175
Dividends reinvested		72,507			45,377
Cost of shares redeemed		(113,285	)		(223,246	)
Total Class C Shares		697,824			90,306

143

Statements of Changes in Net Assets (Continued)

	Nationwide Small Cap Index Fund
	Year Ended October 31, 2013			Year Ended October 31, 2012
CAPITAL TRANSACTIONS: (continued)
Class R2 Shares
Proceeds from shares issued	$	13,446		$	53
Dividends reinvested		86			50
Cost of shares redeemed		(144	)		–
Total Class R2 Shares		13,388			103
Institutional Class Shares
Proceeds from shares issued		135,019,988			55,952,419
Dividends reinvested		23,063,548			17,983,868
Cost of shares redeemed		(91,500,092	)		(88,235,117	)
Total Institutional Class Shares		66,583,444			(14,298,830	)
Change in net assets from capital transactions	$	75,124,605		$	(64,374,210	)
SHARE TRANSACTIONS:
Class A Shares
Issued		2,124,408			1,785,782
Reinvested		417,993			524,486
Redeemed		(1,950,908	)		(6,816,630	)
Total Class A Shares		591,493			(4,506,362	)
Class B Shares
Issued		–			17
Reinvested		209			243
Redeemed		(3,607	)		(2,826	)
Total Class B Shares		(3,398	)		(2,566	)
Class C Shares
Issued		54,569			23,142
Reinvested		6,187			4,452
Redeemed		(8,624	)		(19,328	)
Total Class C Shares		52,132			8,266
Class R2 Shares
Issued		982			4
Reinvested		7			5
Redeemed		(11	)		–
Total Class R2 Shares		978			9
Institutional Class Shares
Issued		9,176,264			4,857,328
Reinvested		1,895,767			1,685,239
Redeemed		(6,555,848	)		(7,561,244	)
Total Institutional Class Shares		4,516,183			(1,018,677	)
Total change in shares		5,157,388			(5,519,330	)

Amounts designated as “–” are zero or have been rounded to zero.

The accompanying notes are an integral part of these financial statements.

144

Financial Highlights

Selected data for each share of capital outstanding throughout the periods indicated

Nationwide Small Cap Index Fund

			Operations						Distributions															Ratios/Supplemental Data
	Net Asset Value, Beginning of Period		Net Investment Income		Net Realized and Unrealized Gains from Investments		Total from Operations		Net Investment Income			Net Realized Gains			Total Distributions			Redemption Fees		Net Asset Value, End of Period		Total Return (a)		Net Assets at End of Period		Ratio of Expenses to Average Net Assets		Ratio of Net Investment Income to Average Net Assets		Ratio of Expenses (Prior to Reimbursements) to Average Net Assets (b)		Portfolio Turnover (c)
Class A Shares
Year Ended October 31, 2013 (d)	$	12.05		0.18		3.94		4.12		(0.18	)		(0.45	)		(0.63	)		–	$	15.54		35.77%	$	140,499,070		0.67%		1.31%		0.67%		21.34%
Year Ended October 31, 2012 (d)	$	11.28		0.13		1.09		1.22		(0.07	)		(0.38	)		(0.45	)		–	$	12.05		11.45%	$	101,814,470		0.68%		1.12%		0.68%		26.98%
Year Ended October 31, 2011 (d)	$	10.67		0.09		0.59		0.68		(0.07	)		–			(0.07	)		–	$	11.28		6.35%	$	146,164,624		0.66%		0.75%		0.68%		24.19%
Year Ended October 31, 2010 (d)	$	8.54		0.07		2.14		2.21		(0.08	)		–			(0.08	)		–	$	10.67		26.03%	$	170,128,967		0.68%		0.73%		0.72%		19.55%
Year Ended October 31, 2009 (d)	$	8.25		0.07		0.39		0.46		(0.05	)		(0.12	)		(0.17	)		–	$	8.54		5.94%	$	122,390,936		0.72%		0.86%		0.82%		22.56%
Class B Shares
Year Ended October 31, 2013 (d)	$	11.85		0.10		3.86		3.96		(0.15	)		(0.45	)		(0.60	)		–	$	15.21		34.86%	$	11,115		1.28%		0.78%		1.28%		21.34%
Year Ended October 31, 2012 (d)	$	11.12		0.06		1.08		1.14		(0.03	)		(0.38	)		(0.41	)		–	$	11.85		10.82%	$	48,918		1.28%		0.49%		1.28%		26.98%
Year Ended October 31, 2011 (d)	$	10.54		0.02		0.58		0.60		(0.02	)		–			(0.02	)		–	$	11.12		5.69%	$	74,435		1.27%		0.18%		1.28%		24.19%
Year Ended October 31, 2010 (d)	$	8.44		0.01		2.12		2.13		(0.03	)		–			(0.03	)		–	$	10.54		25.30%	$	143,564		1.29%		0.12%		1.34%		19.55%
Year Ended October 31, 2009 (d)	$	8.16		0.03		0.39		0.42		(0.02	)		(0.12	)		(0.14	)		–	$	8.44		5.54%	$	188,301		1.30%		0.42%		1.41%		22.56%
Class C Shares
Year Ended October 31, 2013 (d)	$	11.79		0.09		3.86		3.95		(0.15	)		(0.45	)		(0.60	)		–	$	15.14		34.95%	$	2,763,671		1.27%		0.66%		1.27%		21.34%
Year Ended October 31, 2012 (d)	$	11.07		0.06		1.07		1.13		(0.03	)		(0.38	)		(0.41	)		–	$	11.79		10.76%	$	1,537,462		1.28%		0.50%		1.28%		26.98%
Year Ended October 31, 2011 (d)	$	10.50		0.02		0.58		0.60		(0.03	)		–			(0.03	)		–	$	11.07		5.67%	$	1,351,735		1.27%		0.16%		1.28%		24.19%
Year Ended October 31, 2010 (d)	$	8.42		0.01		2.11		2.12		(0.04	)		–			(0.04	)		–	$	10.50		25.20%	$	1,028,779		1.29%		0.11%		1.33%		19.55%
Year Ended October 31, 2009 (d)	$	8.14		0.02		0.40		0.42		(0.02	)		(0.12	)		(0.14	)		–	$	8.42		5.46%	$	623,587		1.30%		0.24%		1.40%		22.56%
Class R2 Shares(e)
Year Ended October 31, 2013 (d)	$	12.00		0.13		3.97		4.10		(0.19	)		(0.45	)		(0.64	)		–	$	15.46		35.71%	$	16,977		0.77%		0.93%		0.77%		21.34%
Year Ended October 31, 2012 (d)	$	11.25		0.12		1.08		1.20		(0.07	)		(0.38	)		(0.45	)		–	$	12.00		11.29%	$	1,440		0.78%		1.01%		0.78%		26.98%
Year Ended October 31, 2011 (d)	$	10.65		0.07		0.59		0.66		(0.06	)		–			(0.06	)		–	$	11.25		6.14%	$	1,249		0.78%		0.63%		0.78%		24.19%
Year Ended October 31, 2010 (d)	$	8.53		0.06		2.14		2.20		(0.08	)		–			(0.08	)		–	$	10.65		25.88%	$	1,172		0.78%		0.62%		0.84%		19.55%
Year Ended October 31, 2009 (d)	$	8.24		0.04		0.42		0.46		(0.05	)		(0.12	)		(0.17	)		–	$	8.53		5.94%	$	734		0.89%		0.49%		0.92%		22.56%
Institutional Class Shares
Year Ended October 31, 2013 (d)	$	12.18		0.23		4.00		4.23		(0.21	)		(0.45	)		(0.66	)		–	$	15.75		36.30%	$	625,988,463		0.28%		1.70%		0.28%		21.34%
Year Ended October 31, 2012 (d)	$	11.40		0.18		1.10		1.28		(0.12	)		(0.38	)		(0.50	)		–	$	12.18		11.85%	$	429,079,230		0.28%		1.50%		0.28%		26.98%
Year Ended October 31, 2011 (d)	$	10.79		0.14		0.59		0.73		(0.12	)		–			(0.12	)		–	$	11.40		6.74%	$	413,045,783		0.27%		1.15%		0.28%		24.19%
Year Ended October 31, 2010 (d)	$	8.63		0.11		2.17		2.28		(0.12	)		–			(0.12	)		–	$	10.79		26.51%	$	316,308,307		0.29%		1.11%		0.33%		19.55%
Year Ended October 31, 2009 (d)	$	8.33		0.10		0.41		0.51		(0.09	)		(0.12	)		(0.21	)		–	$	8.63		6.51%	$	244,252,273		0.30%		1.26%		0.41%		22.56%

Amounts designated as “–” are zero or have been rounded to zero.

(a) Excludes sales charge.

(b) During the period, certain fees may have been waived and/or reimbursed. If such waivers/reimbursements had not occurred, the ratios would have been as indicated.

(c) Portfolio turnover is calculated on the basis of the Fund as a whole without distinguishing among the classes of shares.

(d) Per share calculations were performed using average shares method.

(e) Effective February 28, 2009, Class R Shares were renamed Class R2 Shares.

The accompanying notes are an integral part of these financial statements.

145

Notes to Financial Statements

October 31, 2013

1.  Organization

Nationwide Mutual Funds (the “Trust”) is registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end management investment company, organized as a statutory trust under the laws of the State of Delaware. The Trust has authorized an unlimited number of shares of beneficial interest (“shares”), without par value. As of October 31, 2013, the Trust operates fifty-three (53) separate series, or mutual funds, each with its own investment objective(s) and strategies. This report contains the financial statements and financial highlights of the five (5) series listed below (each, a “Fund”; collectively, the “Funds”).

- Nationwide Bond Index Fund (“Bond Index”)

- Nationwide International Index Fund (“International Index”)

- Nationwide Mid Cap Market Index Fund (“Mid Cap Market Index”)

- Nationwide S&P 500 Index Fund (“S&P 500 Index”)

- Nationwide Small Cap Index Fund (“Small Cap Index”)

Each of the Funds is a diversified fund, as defined in the 1940 Act.

2.  Summary of Significant Accounting Policies

The following is a summary of significant accounting policies followed by the Funds in the preparation of their financial statements. The policies are in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The preparation of financial statements requires Fund management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of income and expenses for the period. The Funds utilize various methods to measure the value of their investments on a recurring basis. Amounts received upon the sale of such investments could differ from those estimated values and those differences could be material.

(a) Security Valuation

The fair market value of a Funds’ portfolio securities is determined in accordance with the procedures described below. U.S. GAAP defines fair market value as the price that a Fund would receive to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement date. The Trust’s investment adviser, Nationwide Fund Advisors (“NFA”), to the Funds assigns a fair value to Fund investments in accordance with a hierarchy that prioritizes the various types of inputs used to measure fair value. The hierarchy gives the highest priority to readily available unadjusted quoted prices in active markets for identical assets (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements) when market prices are not readily available or reliable.

The three levels of the hierarchy are summarized below.

— Level 1 — Quoted prices in active markets for identical assets

— Level 2 — Other significant observable inputs (including quoted prices of similar securities, interest rates, prepayment speeds, credit risk, etc.)

— Level 3 — Significant unobservable inputs (including a Fund’s own assumptions in determining the fair value of investments)

Changes in valuation techniques may result in transfers into or out of an investment’s assigned level within the hierarchy.

An investment’s categorization within the hierarchy is based on the lowest level of any input that is significant to the fair valuation in its entirety. The inputs or methodology used to value investments are not intended to indicate the risk associated with investing in those investments.

Securities for which market quotations are readily available are valued at current market value as of “Valuation Time.” Valuation Time is as of the close of regular trading on the New York Stock Exchange (usually 4:00 p.m.

146

Notes to Financial Statements (Continued)

October 31, 2013

Eastern time). Equity securities are generally valued at the last quoted sale price or official closing price, or, if there is no such price, the last quoted bid price provided by an independent pricing service approved by the Trust’s Board of Trustees (the “Board of Trustees”). Prices are taken from the primary market or exchange on which each security trades. Shares of registered open-end management investment companies are valued at net asset value (“NAV”) as reported by such company. Investments valued in this manner are generally categorized as Level 1 investments within the hierarchy.

The Board of Trustees has delegated authority to NFA, and the Trust’s administrator, Nationwide Fund Management LLC (“NFM”), to assign fair value. NFA and NFM have established a Fair Valuation Committee (“FVC”) to assign these fair valuations.

The FVC follows guidelines approved by the Board of Trustees to assign the fair value. The fair value of a security may differ from its quoted or published price. Fair valuation of portfolio securities may occur on a daily basis.

Securities may be fair valued in a variety of circumstances, such as where (i) market quotations are not readily available; (ii) an independent pricing service does not provide a value or the value provided by an independent pricing service is determined to be unreliable in the judgment of NFA or its designee; (iii) a significant event has occurred that affects the value of a Fund’s securities after trading has stopped (e.g., earnings announcements or news relating to natural disasters affecting an issuer’s operations); (iv) the securities are illiquid; (v) the securities have defaulted or been delisted from an exchange and are no longer trading; or (vi) any other circumstance in which the FVC believes that market quotations do not accurately reflect the value of a security.

The fair valuation of securities takes into account relevant factors and surrounding circumstances, including, but not limited to, the prices of related or comparable assets or liabilities, recent transactions, market multiples, anticipated cash flows, the nature and duration of any restrictions on transfer, book values, and other information relevant to the investment. Methods utilized to determine fair value may include, among others, the following: (i) a multiple of earnings; (ii) the discount from market value of a similar, freely traded security; (iii) the yield-to-maturity for debt issues; or (iv) a combination of these and other methods. Fair valuations may also take into account significant events that occur before Valuation Time but after the close of the principal market on which a security trades that materially affect the value of such security. The FVC monitors the results of fair valuation determinations and regularly reports the results to the Board of Trustees.

Securities listed on a foreign exchange are generally fair valued by an independent fair value pricing service approved by the Board of Trustees or otherwise are valued at the last sale price at the close of the exchange on which the security is principally traded. Securities valued in this manner are generally categorized as Level 2 and Level 1 investments, respectively, within the hierarchy. Fair valuation factors are provided by an independent pricing service provider. When fair valuation factors are utilized, the value assigned to securities may not be the same as quoted or published prices of the securities on their primary markets. Values of foreign securities, currencies, and other assets and liabilities denominated in foreign currencies are translated into U.S. dollars at the exchange rate of said currencies against the U.S. dollar, as of Valuation Time, as provided by an independent pricing service approved by the Board of Trustees.

Debt and other fixed-income securities are generally valued at the bid evaluation price provided by an independent pricing service as approved by the Board of Trustees. Independent pricing service providers may use broker-dealer quotations, reported trades or valuation estimates from their internal pricing models. The service providers’ internal models use inputs that are observable such as issuer details, interest rates, yield curves, prepayment speeds, credit risks/spreads, default rates and quoted prices for similar assets and are generally categorized as Level 2 investments within the hierarchy.

147

Notes to Financial Statements (Continued)

October 31, 2013

The following tables provide a summary of the inputs used to value the Funds’ net assets as of October 31, 2013. Please refer to the Statements of Investments for additional information on portfolio holdings.

Bond Index

	Level 1		Level 2			Level 3		Total
Assets:
Asset-Backed Securities	$	—	$	4,427,567		$	—	$	4,427,567
Commercial Mortgage Backed Securities		—		16,597,931			—		16,597,931
Corporate Bonds		—		225,097,615			—		225,097,615
Municipal Bonds		—		9,148,616			—		9,148,616
Mutual Fund		72,072,388		—			—		72,072,388
Repurchase Agreements		—		12,227,517			—		12,227,517
Sovereign Bonds		—		27,934,955			—		27,934,955
U.S. Government Mortgage Backed Agencies		—		298,030,116			—		298,030,116
U.S. Government Sponsored & Agency Obligations		—		44,223,933			—		44,223,933
U.S. Treasury Bonds		—		47,323,548			—		47,323,548
U.S. Treasury Notes		—		289,486,185			—		289,486,185
Yankee Dollars		—		4,779,454			—		4,779,454
Total Assets	$	72,072,388	$	979,277,437		$	—	$	1,051,349,825
Liabilities:
U.S. Government Mortgage Backed Agencies		—		(13,475,102	)		—		(13,475,102	)
Total Liabilities	$	—	$	(13,475,102	)	$	—	$	(13,475,102	)
Total	$	72,072,388	$	965,802,335		$	—	$	1,037,874,723

International Index

	Level 1		Level 2		Level 3		Total
Assets:
Common Stocks
Aerospace & Defense	$	—	$	19,600,538	$	—	$	19,600,538
Air Freight & Logistics		—		6,087,336		—		6,087,336
Airlines		—		3,972,410		—		3,972,410
Auto Components		—		18,535,828		—		18,535,828
Automobiles		—		63,410,402		—		63,410,402
Beverages		720,144		41,917,480		—		42,637,624
Biotechnology		—		8,444,511		—		8,444,511
Building Products		—		10,659,651		—		10,659,651
Capital Markets		—		36,824,149		—		36,824,149
Chemicals		—		57,428,275		—		57,428,275
Commercial Banks		—		234,189,770		—		234,189,770
Commercial Services & Supplies		—		10,625,207		—		10,625,207
Communications Equipment		—		9,093,469		—		9,093,469
Computers & Peripherals		—		1,974,576		—		1,974,576
Construction & Engineering		—		13,289,572		—		13,289,572
Construction Materials		—		10,848,526		—		10,848,526
Consumer Finance		—		1,094,360		—		1,094,360
Containers & Packaging		—		2,975,949		—		2,975,949
Distributors		—		430,392		—		430,392
Diversified Consumer Services		—		350,356		—		350,356
Diversified Financial Services		—		23,765,945		—		23,765,945
Diversified Telecommunication Services		—		55,474,827		—		55,474,827

148

Notes to Financial Statements (Continued)

October 31, 2013

	Level 1		Level 2		Level 3		Total
Assets: (continued)
Common Stocks (continued)
Electric Utilities	$	—	$	27,924,508	$	—	$	27,924,508
Electrical Equipment		—		24,153,570		—		24,153,570
Electronic Equipment, Instruments & Components		—		20,184,135		—		20,184,135
Energy Equipment & Services		—		12,742,562		—		12,742,562
Food & Staples Retailing		—		36,776,836		—		36,776,836
Food Products		—		65,628,150		—		65,628,150
Gas Utilities		—		8,644,142		—		8,644,142
Health Care Equipment & Supplies		—		11,302,967		—		11,302,967
Health Care Providers & Services		—		7,114,386		—		7,114,386
Health Care Technology		—		246,472		—		246,472
Hotels, Restaurants & Leisure		—		22,154,997		—		22,154,997
Household Durables		—		10,272,437		—		10,272,437
Household Products		—		11,538,985		—		11,538,985
Independent Power Producers & Energy Traders		—		1,115,427		—		1,115,427
Industrial Conglomerates		—		27,955,585		—		27,955,585
Information Technology Services		—		7,032,328		—		7,032,328
Insurance		—		90,475,061		—		90,475,061
Internet & Catalog Retail		—		1,302,964		—		1,302,964
Internet Software & Services		—		1,834,836		—		1,834,836
Leisure Equipment & Products		—		3,577,407		—		3,577,407
Life Sciences Tools & Services		—		1,406,984		—		1,406,984
Machinery		—		46,156,777		—		46,156,777
Marine		—		4,831,513		—		4,831,513
Media		—		23,466,560		—		23,466,560
Metals & Mining		—		66,463,914		—		66,463,914
Multiline Retail		—		6,163,110		—		6,163,110
Multi-Utilities		—		23,898,640		—		23,898,640
Office Electronics		—		6,623,841		—		6,623,841
Oil, Gas & Consumable Fuels		—		107,271,509		—		107,271,509
Paper & Forest Products		—		2,341,895		—		2,341,895
Personal Products		—		9,945,891		—		9,945,891
Pharmaceuticals		—		144,307,784		—		144,307,784
Professional Services		—		11,366,388		—		11,366,388
Real Estate Investment Trusts (REITs)		—		26,851,923		—		26,851,923
Real Estate Management & Development		—		35,065,601		—		35,065,601
Road & Rail		—		17,612,292		—		17,612,292
Semiconductors & Semiconductor Equipment		—		11,992,974		—		11,992,974
Software		—		14,940,494		—		14,940,494
Specialty Retail		—		16,741,167		—		16,741,167
Textiles, Apparel & Luxury Goods		—		28,933,502		—		28,933,502
Tobacco		—		25,270,169		—		25,270,169
Trading Companies & Distributors		—		20,569,087		—		20,569,087
Transportation Infrastructure		—		7,037,236		—		7,037,236
Water Utilities		—		2,023,012		—		2,023,012
Wireless Telecommunication Services		—		42,424,474		—		42,424,474
Total Common Stocks	$	720,144	$	1,726,678,021	$	—	$	1,727,398,165
Futures Contracts		533,852		—		—		533,852
Mutual Fund		2,017,370		—		—		2,017,370
Preferred Stocks		—		10,688,006		—		10,688,006
Repurchase Agreements		—		43,367,832		—		43,367,832
Right		—		—		—		—
Total Assets	$	3,271,366	$	1,780,733,859	$	—	$	1,784,005,225

149

Notes to Financial Statements (Continued)

October 31, 2013

	Level 1			Level 2		Level 3		Total
Liabilities:
Futures Contracts	$	(22,622	)	$	—	$	—	$	(22,622	)
Total Liabilities	$	(22,622	)	$	—	$	—	$	(22,622	)
Total	$	3,248,744		$	1,780,733,859	$	—	$	1,783,982,603

Mid Cap Market Index

	Level 1		Level 2		Level 3		Total
Assets:
Common Stocks	$	1,207,452,720	$	—	$	—	$	1,207,452,720
Futures Contracts		144,556		—		—		144,556
Mutual Fund		12,106,056		—		—		12,106,056
Repurchase Agreements		—		94,342,812		—		94,342,812
Total	$	1,219,703,332	$	94,342,812	$	—	$	1,314,046,144

S&P 500 Index

	Level 1		Level 2		Level 3		Total
Assets:
Common Stocks	$	2,476,438,708	$	—	$	—	$	2,476,438,708
Futures Contracts		2,409,376		—		—		2,409,376
Mutual Fund		58,907,333		—		—		58,907,333
Repurchase Agreements		—		32,484,235		—		32,484,235
Total	$	2,537,755,417	$	32,484,235	$	—	$	2,570,239,652

Small Cap Index

	Level 1		Level 2		Level 3		Total
Assets:
Common Stocks
Aerospace & Defense	$	12,588,744	$	—	$	—	$	12,588,744
Air Freight & Logistics		3,237,888		—		—		3,237,888
Airlines		5,582,577		—		—		5,582,577
Auto Components		7,504,000		—		—		7,504,000
Automobiles		394,656		—		—		394,656
Beverages		1,210,062		—		—		1,210,062
Biotechnology		28,061,660		—		—		28,061,660
Building Products		5,489,099		—		—		5,489,099
Capital Markets		20,159,860		—		—		20,159,860
Chemicals		17,329,577		—		—		17,329,577
Commercial Banks		52,798,386		—		—		52,798,386
Commercial Services & Supplies		15,738,901		—		—		15,738,901
Communications Equipment		14,139,125		—		—		14,139,125
Computers & Peripherals		3,815,077		—		—		3,815,077
Construction & Engineering		6,333,453		—		—		6,333,453
Construction Materials		1,050,396		—		—		1,050,396
Consumer Finance		5,864,367		—		—		5,864,367
Containers & Packaging		1,780,340		—		—		1,780,340
Distributors		1,852,728		—		—		1,852,728
Diversified Consumer Services		9,786,140		—		—		9,786,140

150

Notes to Financial Statements (Continued)

October 31, 2013

	Level 1		Level 2		Level 3		Total
Assets: (continued)
Common Stocks (continued)
Diversified Financial Services	$	2,503,926	$	—	$	—	$	2,503,926
Diversified Telecommunication Services		4,256,625		—		—		4,256,625
Electric Utilities		10,250,353		—		—		10,250,353
Electrical Equipment		11,710,602		—		—		11,710,602
Electronic Equipment, Instruments & Components		19,990,565		—		—		19,990,565
Energy Equipment & Services		14,404,382		—		—		14,404,382
Food & Staples Retailing		10,561,494		—		—		10,561,494
Food Products		12,589,660		—		—		12,589,660
Gas Utilities		6,906,549		—		—		6,906,549
Health Care Equipment & Supplies		26,457,538		—		—		26,457,538
Health Care Providers & Services		18,627,910		—		—		18,627,910
Health Care Technology		7,062,869		—		—		7,062,869
Hotels, Restaurants & Leisure		21,509,527		—		—		21,509,527
Household Durables		8,001,736		—		—		8,001,736
Household Products		1,682,819		—		—		1,682,819
Independent Power Producers & Energy Traders		1,446,069		—		—		1,446,069
Industrial Conglomerates		572,958		—		—		572,958
Information Technology Services		16,337,791		—		—		16,337,791
Insurance		17,755,797		—		—		17,755,797
Internet & Catalog Retail		2,975,810		—		—		2,975,810
Internet Software & Services		22,376,995		—		—		22,376,995
Leisure Equipment & Products		4,134,298		—		—		4,134,298
Life Sciences Tools & Services		3,088,831		—		—		3,088,831
Machinery		24,580,539		—		—		24,580,539
Marine		648,592		—		—		648,592
Media		10,634,218		—		—		10,634,218
Metals & Mining		10,255,041		—		—		10,255,041
Multiline Retail		1,471,004		—		—		1,471,004
Multi-Utilities		2,671,910		—		—		2,671,910
Oil, Gas & Consumable Fuels		30,000,672		—		—		30,000,672
Paper & Forest Products		5,714,232		—		—		5,714,232
Personal Products		2,549,263		—		—		2,549,263
Pharmaceuticals		10,615,483		—		—		10,615,483
Professional Services		10,644,263		—		—		10,644,263
Real Estate Investment Trusts (REITs)		55,609,562		—		—		55,609,562
Real Estate Management & Development		2,709,531		—		—		2,709,531
Road & Rail		3,790,174		—		—		3,790,174
Semiconductors & Semiconductor Equipment		24,157,857		—		—		24,157,857
Software		31,137,881		—		—		31,137,881
Specialty Retail		24,473,012		—		—		24,473,012
Textiles, Apparel & Luxury Goods		9,933,446		—		—		9,933,446
Thrifts & Mortgage Finance		12,410,559		—		—		12,410,559
Tobacco		1,189,799		—		—		1,189,799
Trading Companies & Distributors		7,145,482		—		—		7,145,482
Transportation Infrastructure		356,929		—		—		356,929
Water Utilities		1,904,430		—		—		1,904,430
Wireless Telecommunication Services		1,360,817		—		—		1,360,817
Total Common Stocks	$	745,886,836	$	—	$	—	$	745,886,836

151

Notes to Financial Statements (Continued)

October 31, 2013

	Level 1		Level 2		Level 3		Total
Assets: (continued)
Futures Contracts	$	340,722	$	—	$	—	$	340,722
Mutual Funds		22,678,987		—		—		22,678,987
Repurchase Agreements		—		82,924,745		—		82,924,745
Rights		20,578		40,347		—		60,925
Warrant		—		—		—		—
Total	$	768,927,123	$	82,965,092	$	—	$	851,892,215

Amounts designated as “—”, which may include fair valued securities, are zero or have been rounded to zero.

During the year ended October 31, 2013, there were no significant transfers into or out of Level 1, Level 2 or Level 3.

During the year ended October 31, 2013, International Index held 3 common stock investments that were categorized as Level 3 investments which were each valued at zero.

During the year ended October 31, 2013, Small Cap Index held 2 common stock investments that were categorized as Level 3 investments which were each valued at zero.

The FVC continues to evaluate any information that could cause an adjustment to the fair value for these investments, such as market news, the progress of judicial and regulatory proceedings, and subadviser recommendations.

(b) Foreign Currency Transactions

The accounting records of the Funds are maintained in U.S. dollars. International Index engages in foreign currency transactions and translates foreign currency amounts into U.S. dollars at the current rate of exchange to determine the value of investments, assets, and liabilities. Purchases and sales of securities, receipts of income, and payments of expenses are translated at the prevailing rate of exchange on the respective date of such transactions. The Fund does not isolate that portion of the results of operations resulting from fluctuations in foreign exchange rates from those resulting from fluctuations in market prices of securities. Both fluctuations are included in the net realized and unrealized gain or loss from investments and foreign currencies.

(c) Futures Contracts

Mid Cap Market Index, S&P 500 Index, and Small Cap Index are subject to equity price risk in the normal course of pursuing their investment objectives. International Index is subject to equity price and currency risk in the normal course of pursuing its investment objectives. Mid Cap Market Index, S&P 500 Index, and Small Cap Index entered into financial futures contracts (“futures contracts”) to gain exposure to the value of equities. International Index entered into futures contracts to gain exposure to the value of equities and foreign currencies. Futures contracts are contracts for delayed delivery of securities or currencies at a specific future date and at a specific price or currency amount.

Upon entering into a futures contract, a Fund is required to pledge to the broker an initial margin deposit of cash and/or other assets equal to a certain percentage of the futures contract’s notional value. Under a futures contract, a Fund agrees to receive from or pay to the broker an amount of cash equal to the daily fluctuation in value of the futures contract. Subsequent receipts or payments, known as “variation margin” receipts or payments, are made each day, depending on the fluctuation in the fair value of the futures contract, and are recognized by a Fund as unrealized gains or losses. Futures contracts are generally valued daily at their settlement price as provided by an independent pricing service approved by the Board of Trustees, and are generally categorized as Level 1 investments within the hierarchy.

152

Notes to Financial Statements (Continued)

October 31, 2013

A “sale” of a futures contract means a contractual obligation to deliver the securities or foreign currency called for by the contract at a fixed price or amount at a specified time in the future. A “purchase” of a futures contract means a contractual obligation to acquire the securities or foreign currency at a fixed price at a specified time in the future. When a futures contract is closed, a Fund records a realized gain or loss equal to the difference between the value of the futures contract at the time it was opened and its value at the time it was closed.

Should market conditions change unexpectedly, a Fund may not achieve the anticipated benefits of futures contracts and may realize a loss. The use of futures contracts for hedging purposes involves the risk of imperfect correlation in the movements in the price of the futures contracts and the underlying assets. A Fund’s investments in futures contracts entail limited counterparty credit risk because a Fund invests only in exchange-traded futures contracts, which are settled through a clearing house and whose fulfillment is guaranteed by the credit of the exchange.

A Fund’s futures contracts are disclosed in the Statement of Assets and Liabilities under “Net unrealized appreciation/(depreciation) from futures contracts,” and in the Statement of Operations under “Net realized gains/losses from futures transactions” and “Net change in unrealized appreciation/(depreciation) from futures contracts.”

The following tables provide a summary of the Funds’ derivative instruments categorized by risk exposure as of October 31, 2013:

Fair Values of Derivatives not Accounted for as Hedging Instruments as of October 31, 2013

International Index

Assets:	Statement of Assets & Liabilities	Fair Value
Futures Contracts*
Equity and foreign currency risk	Unrealized appreciation from futures contracts	$	533,852
Total		$	533,852
Liabilities:	Statement of Assets & Liabilities
Futures Contracts*
Equity and foreign currency risk	Unrealized depreciation from futures contracts	$	(22,622	)
Total		$	(22,622	)

Mid Cap Market Index

Assets:	Statement of Assets & Liabilities	Fair Value
Futures Contracts*
Equity risk	Unrealized appreciation from futures contracts	$	144,556
Total		$	144,556

S&P 500 Index

Assets:	Statement of Assets & Liabilities	Fair Value
Futures Contracts*
Equity risk	Unrealized appreciation from futures contracts	$	2,409,376
Total		$	2,409,376

153

Notes to Financial Statements (Continued)

October 31, 2013

Small Cap Index

Assets:	Statement of Assets & Liabilities	Fair Value
Futures Contracts*
Equity risk	Unrealized appreciation from futures contracts	$	340,722
Total		$	340,722

* Includes cumulative appreciation/(depreciation) of futures contracts as reported in the Statement of Investments. Only current day’s variation margin is reported within the Statement of Assets and Liabilities.

The Effect of Derivative Instruments on the Statement of Operations for the Year Ended October 31, 2013

International Index

Realized Gain/(Loss):

	Total
Futures Contracts
Equity and foreign currency risk	$	3,867,473
Total	$	3,867,473

Mid Cap Market Index

Realized Gain/(Loss):

	Total
Futures Contracts
Equity risk	$	5,621,009
Total	$	5,621,009

S&P 500 Index

Realized Gain/(Loss):

	Total
Futures Contracts
Equity risk	$	7,232,228
Total	$	7,232,228

Small Cap Index

Realized Gain/(Loss):

	Total
Futures Contracts
Equity risk	$	5,443,446
Total	$	5,443,446

Change in Unrealized Appreciation/(Depreciation) on Derivatives Recognized in the Statement of Operations for the Year Ended October 31, 2013

International Index

Unrealized Appreciation/(Depreciation):	Total
Futures Contracts
Equity and foreign currency risk	$	484,346
Total	$	484,346

154

Notes to Financial Statements (Continued)

October 31, 2013

Mid Cap Market Index

Unrealized Appreciation/(Depreciation):	Total
Futures Contracts
Equity risk	$	379,972
Total	$	379,972

S&P 500 Index

Unrealized Appreciation/(Depreciation):	Total
Futures Contracts
Equity risk	$	2,736,514
Total	$	2,736,514

Small Cap Index

Unrealized Appreciation/(Depreciation):	Total
Futures Contracts
Equity risk	$	544,731
Total	$	544,731

Information about derivative instruments reflected as of the date of this report is generally indicative of the type and volume of derivative activity of the Funds for the year ended October 31, 2013.

(d) Securities Lending

During the year ended October 31, 2013, the Funds entered into securities lending transactions. To generate additional income, the Funds lent their portfolio securities, up to 33 1/3% of the total assets of each Fund, to brokers, dealers, and other financial institutions. The collateral that a Fund receives may be included in calculating the Fund’s total assets. The Funds’ securities lending standards and guidelines require that the borrower (1) deliver cash or U.S. Government securities as collateral with respect to each new loan of U.S. securities, equal to at least 102% of the value of the portfolio securities loaned, and with respect to each new loan on non-U.S. securities, collateral of at least 105% of the value of the portfolio securities loaned; and (2) at all times thereafter mark-to-market the collateral on a daily basis so that the market value of such collateral does not fall below 100% of the value of securities loaned. A Fund receives payments from borrowers equivalent to the dividends and interest that would have been earned on the securities loaned while simultaneously seeking to earn income on the investment of cash collateral. There may be risks of delay or restrictions in recovery of the securities or disposal of collateral should the borrower of the securities fail financially. Loans are made, however, only to borrowers deemed by NFA or its designee to be of good standing and creditworthy under guidelines established by the Board of Trustees and when, in the judgment of NFA or its designee, the consideration which can be earned currently from these securities loans justifies the attendant risks. Loans are subject to termination by a Fund or the borrower at any time, and, therefore, are not considered to be illiquid investments. JPMorgan Chase Bank, N.A. (“JPMorgan”) serves as securities lending agent for the securities lending program of the Funds. JPMorgan receives a fee based on the value of the collateral received from borrowers. Information on the investment of cash collateral is shown in the Statement of Investments.

In the event of a default by a borrower with respect to any loan, JPMorgan will exercise any and all remedies provided under the applicable borrower agreement to make a Fund whole. These remedies include purchasing replacement securities by applying the collateral held from the defaulting broker against the purchase cost of the replacement securities. If, despite such efforts by JPMorgan to exercise these remedies, a Fund sustains losses as a

155

Notes to Financial Statements (Continued)

October 31, 2013

result of a borrower’s default, JPMorgan indemnifies the Fund by purchasing replacement securities at its expense, or paying the Fund an amount equal to the market value of the replacement securities, subject to certain limitations which are set forth in detail in the Securities Lending Agency Agreement between the Fund and JPMorgan.

As of October 31, 2013, the Funds had securities with the following values on loan:

Fund	Value of Loaned Securities		Value of Collateral
Bond Index	$	168,765,281	$	172,514,051	*
International Index		40,947,352		43,367,832
Mid Cap Market Index		92,755,304		94,342,812
S&P 500 Index		31,811,045		32,484,235
Small Cap Index		79,877,508		82,924,745

* Includes $160,286,534 of collateral in the form of U.S. Government Agency and Treasury Securities, interest rates ranging from 0.00% to 23.10% and maturity dates ranging from 11/01/13 to 11/20/62.

(e) Repurchase Agreements

During the year ended October 31, 2013, the Funds entered into repurchase agreements with a member of the Federal Reserve System or a “primary dealer” (as designated by the Federal Reserve Bank of New York) in U.S. Government obligations. Repurchase agreements are contracts under which the buyer of a security simultaneously commits to resell the security to the seller at an agreed-upon price and date under the terms of a Master Repurchase Agreement. The Master Repurchase Agreement governs the repurchase agreement between a Fund and the counterparty. The Master Repurchase Agreement maintains provisions for, among other things, initiation, income payments, events of default, and maintenance of collateral for the repurchase agreement. If the seller defaults, a Fund could suffer a loss to the extent that the proceeds from the sale of the underlying securities and other collateral held by the Fund are less than the repurchase price and the Fund’s costs associated with delay and enforcement of the repurchase agreement. In addition, in the event of bankruptcy of the seller, a Fund could suffer additional losses if a court determines that the Fund’s interest in the collateral is not enforceable.

The repurchase price generally equals the price paid by a Fund plus interest negotiated on the basis of current short-term rates, which may be more or less than the rate on the underlying portfolio securities. The seller under a repurchase agreement is required to maintain the value of the collateral held pursuant to the agreement at a market value equal to or greater than the repurchase price (including accrued interest). Collateral subject to repurchase agreements is held by The Bank of New York Mellon, JPMorgan, the Funds’ custodian, or in the Federal Reserve/Treasury book-entry system. If the counterparty defaults, realization of the collateral by a Fund may be delayed, and if the value of the collateral declines, a Fund may be unable to recover the full amount it paid under the repurchase agreements.

(f) Security Transactions and Investment Income

Security transactions are accounted for on the date the security is purchased or sold. Securities gains and losses are calculated on the identified cost basis. Interest income is recognized on the accrual basis and includes, where applicable, the amortization of premiums or accretion of discounts. Dividend income is recorded on the ex-dividend date, except for certain dividends from foreign securities, which are recorded as soon as the Trust is informed after the ex-dividend date.

Funds which earn foreign income and capital gains may be subject to foreign withholding taxes and capital gains taxes at various rates. Under applicable foreign law, a withholding of tax may be imposed on interest and dividends paid by a foreign security and capital gains from the sale of a foreign security.

156

Notes to Financial Statements (Continued)

October 31, 2013

(g) Distributions to Shareholders

Distributions from net investment income, if any, are declared daily and paid monthly for Bond Index, and are declared and paid quarterly for International Index, Mid Cap Market Index, S&P 500 Index, and Small Cap Index. Distributions from net realized capital gains, if any, are declared and distributed at least annually. All distributions are recorded on the ex-dividend date.

Dividends and distributions to shareholders are determined in accordance with federal income tax regulations, which may differ from U.S. GAAP. These “book/tax” differences are considered either permanent or temporary. Permanent differences are reclassified within the capital accounts based on their nature for federal income tax purposes; temporary differences do not require reclassification. The permanent differences as of October 31, 2013 are primarily attributable to paydown gains and losses, real estate investment trust (“REIT”) returns of capital dividends, REIT capital gain dividend reclassifications, foreign currency gains and losses and passive foreign investment company income. . These reclassifications have no effect upon the NAV of the respective Funds. Any distribution in excess of current and accumulated earnings and profits for federal income tax purposes is reported as a “return of capital” distribution.

(h) Federal Income Taxes

Each Fund elected to be treated as, and intends to qualify each year as, a “Regulated Investment Company” (“RIC”) by complying with the provisions available to certain investment companies under Subchapter M of the U.S. Internal Revenue Code of 1986, as amended (the “Code”), and to make distributions of net investment income and net realized capital gains sufficient to relieve a Fund from all, or substantially all, federal income taxes. Therefore, no federal income tax provision is required.

A Fund recognizes a tax benefit from an uncertain position only if it is more likely than not that the position is sustainable, based solely on its technical merits and consideration of the relevant taxing authorities’ widely understood administrative practices and precedents. Each Fund undertakes an affirmative evaluation of tax positions taken or expected to be taken in the course of preparing tax returns to determine whether it is more likely than not (i.e., greater than 50 percent) that each tax position will be sustained upon examination by a taxing authority based on the technical merits of the position. If such a tax position taken by a Fund is not sustained upon examination by a taxing authority, that Fund could incur taxes and penalties related to that position, and those amounts could be material. A tax position that meets the more likely than not recognition threshold is measured to determine the amount of benefits to recognize in the financial statements. Differences result in an increase in a liability for taxes payable (or a reduction of a tax refund receivable) and an increase in a deferred tax liability (or a reduction in a deferred tax asset). Each Fund files U.S. federal income tax returns and, if applicable, returns in various foreign jurisdictions in which they invest. The last four tax year ends, or since inception (if shorter), and any interim tax period since then generally remain open for examination by taxing authorities.

Each Fund engages in ongoing monitoring and analysis; future conclusions reached by management could be different and result in adjustments to a Fund’s NAV and financial statements. The Funds are not aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will significantly change in the next twelve months.

Distributions received from a Fund’s investments in U.S. real estate investment trusts (“REIT”) often include a “return of capital”, which is recorded by a Fund as a reduction of its cost basis in such investments. The Code requires a REIT to distribute at least 95% of its taxable income to investors. In many cases, however, because of “non-cash” expenses such as property depreciation, a REIT’s cash flow will exceed its taxable income. The REIT may distribute this excess cash to offer a more competitive yield. This portion of the REIT’s distribution is deemed a return of capital and is generally not taxable to a Fund.

The Regulated Investment Company Modernization Act of 2010 (the “Modernization Act”) is effective in the current tax year.

157

Notes to Financial Statements (Continued)

October 31, 2013

(i) Allocation of Expenses, Income, and Gains and Losses

Expenses directly attributable to a Fund are charged to that Fund. Expenses not directly attributable to a Fund are allocated proportionally among various or all series of the Trust. For each of the Funds, except Bond Index, income, fund level expenses, and realized and unrealized gains or losses are allocated to each class of shares of a Fund based on the value of the outstanding shares of that class relative to the total value of the outstanding shares of the Fund. For Bond Index, income, fund level expenses, and realized and unrealized gains or losses are allocated to each class of shares of the Fund based on the fair value of settled shares of each class outstanding. Expenses specific to a class (such as Rule 12b-1 and administrative services fees) are charged to that specific class.

3.  Transactions with Affiliates

Under the terms of the Trust’s Investment Advisory Agreement, NFA manages the investments of the assets and supervises the daily business affairs of the Funds in accordance with policies and procedures established by the Board of Trustees. NFA is a wholly owned subsidiary of Nationwide Financial Services, Inc. (“NFS”), a holding company which is a direct wholly owned subsidiary of Nationwide Corporation. NFA has selected BlackRock Investment Management LLC (the “Subadviser”) as subadviser for the Funds, and provides investment management evaluation services in monitoring, on an ongoing basis, the performance of the subadviser.

Under the terms of the Investment Advisory Agreement, each Fund pays NFA an investment advisory fee based on that Fund’s average daily net assets. For the year ended October 31, 2013, the Funds paid investment advisory fees to NFA according to the schedule below.

Fund	Fee Schedule	Advisory Fee (annual rate)
Bond Index	Up to $1.5 billion		0.195	%
	$1.5 billion up to $3 billion		0.155	%
	On $3 billion and more		0.145	%
International Index	Up to $1.5 billion		0.245	%
	$1.5 billion up to $3 billion		0.205	%
	On $3 billion and more		0.195	%
Mid Cap Market Index	Up to $1.5 billion		0.205	%
	$1.5 billion up to $3 billion		0.185	%
	On $3 billion and more		0.175	%
S&P 500 Index	Up to $1.5 billion		0.125	%
	$1.5 billion up to $3 billion		0.105	%
	On $3.0 billion and more		0.095	%
Small Cap Index	Up to $1.5 billion		0.19	%
	$1.5 billion up to $3 billion		0.17	%
	On $3 billion and more		0.16	%

From these fees, pursuant to the subadvisory agreement, NFA pays fees to the unaffiliated Subadviser.

The Trust and NFA have entered into a written Expense Limitation Agreement that limits the Funds’ operating expenses (excluding Rule 12b-1 fees, administrative services fees, acquired fund fees and expenses, and certain other expenses) from exceeding the amounts listed in the table below until February 28, 2014.

Fund	Classes		Amount (annual rate)
Bond Index		All Classes		0.29	%
International Index		All Classes		0.34	%
Mid Cap Market Index		All Classes		0.30	%
S&P 500 Index		All Classes		0.21	%
Small Cap Index		All Classes		0.28	%

158

Notes to Financial Statements (Continued)

October 31, 2013

NFA may request and receive reimbursement from a Fund for advisory fees waived and other expenses reimbursed by NFA pursuant to the Expense Limitation Agreement at a date not to exceed three years from the month in which the corresponding waiver or reimbursement to a Fund was made. However, no reimbursement may be made unless: (i) a Fund’s assets exceed $100 million and (ii) the total annual expense ratio of the class making such reimbursement is no higher than the amount of the expense limitation that was in place at the time NFA waived the fees or reimbursed the expenses and does not cause the expense ratio to exceed the current expense limitation. Reimbursement by a Fund of amounts previously waived or assumed by NFA is not permitted except as provided for in the Expense Limitation Agreement. The Expense Limitation Agreement may be changed or eliminated only with the consent of the Board of Trustees.

As of October 31, 2013, the cumulative potential reimbursements for the following Funds, listed by the year in which NFA waived fees or reimbursed expenses to a Fund, are:

Fund	Fiscal Year 2011 Amount		Fiscal Year 2012 Amount		Fiscal Year 2013 Amount		Total
Bond Index	$	—	$	—	$	—	$	—
International Index		1		—		—		1
Mid Cap Market Index		—		—		—		—
S&P 500 Index		—		—		—		—
Small Cap Index		—		—		—		—

Amounts designated as “—” are zero or have been rounded to zero.

Pursuant to the Expense Limitation Agreement, during the year ended October 31, 2013, Bond Index, International Index, Mid Cap Market Index, S&P 500 Index, and Small Cap Index reimbursed NFA in the amount of $185,028, $186,529, $106,522, $532,105, and $40,639, respectively.

NFM, a wholly owned subsidiary of NFS Distributors, Inc. (“NFSDI”) (a wholly owned subsidiary of NFS), provides various administrative and accounting services for the Funds and serves as Transfer and Dividend Disbursing Agent for the Funds. NFM has entered into an agreement with a third-party service provider to provide certain sub-administration and sub-transfer agency services to the Funds. NFM pays the service provider a fee for these services.

Under the terms of a Joint Fund Administration and Transfer Agency Agreement, the fees for such services are based on the sum of the following: (i) the amount payable by NFM to its sub-administrator and sub-transfer agent; and (ii) a percentage of the combined average daily net assets of the Trust and Nationwide Variable Insurance Trust, a Delaware statutory trust and registered investment company that is affiliated with the Trust, according to the fee schedule below.

Combined Fee Schedule
Up to $25 billion	0.025	%
$25 billion and more	0.020	%

During the year ended October 31, 2013, NFM received $2,278,157 in fees from the Funds under the Joint Fund Administration and Transfer Agency Agreement.

In addition, the Trust pays out-of-pocket expenses reasonably incurred by NFM in providing services to the Funds and the Trust, including, but not limited to, the cost of pricing services that NFM utilizes and networking fees paid to broker-dealers that provide sub-accounting and sub-transfer agency services to their customers who are Fund shareholders. Such services, which are not otherwise provided by NFM, generally include individual account maintenance and recordkeeping, dividend disbursement, responding to shareholder calls and inquiries, providing statements and transaction confirmations, tax reporting, and other shareholder services. Depending on the nature and quality of the services provided, fees for these services may range from $6 to $21 per customer per year.

159

Notes to Financial Statements (Continued)

October 31, 2013

Under the terms of the Joint Fund Administration and Transfer Agency Agreement and a letter agreement between NFM and the Trust, the Trust has agreed to reimburse NFM for certain costs related to the Funds’ portion of ongoing administration, monitoring and annual (compliance audit) testing of the Trust’s Rule 38a-1 Compliance Program subject to the pre-approval of the Trust’s Audit Committee. These costs are allocated among the series of the Trust based upon their relative net assets. For the year ended October 31, 2013, the Funds’ aggregate portion of such costs amounted to $27,656.

Under the terms of a Distribution Plan pursuant to Rule 12b-1 under the 1940 Act, Nationwide Fund Distributors LLC (“NFD”), the Funds’ principal underwriter, is compensated by the Funds for expenses associated with the distribution of certain classes of shares of the Funds. NFD is a wholly owned subsidiary of NFSDI. These fees are based on average daily net assets of the respective class of the Funds at an annual rate shown below.

Fund	Class A Shares			Class B Shares			Class C Shares			Class R2 Shares			Service Class Shares
Bond Index		0.25	%		1.00	%		1.00	%		N/A			N/A
International Index		0.25	%		1.00	%		1.00	%		0.50	%		N/A
Mid Cap Market Index		0.25	%		1.00	%		1.00	%		0.50	%		N/A
S&P 500 Index		0.25	%		1.00	%		1.00	%		0.50	%		0.15	%
Small Cap Index		0.25	%		1.00	%		1.00	%		0.50	%		N/A

N/A — Not Applicable.

Pursuant to an Underwriting Agreement, NFD serves as principal underwriter of the Funds in the continuous distribution of their shares and receives commissions in the form of a front-end sales charge on Class A shares. These fees are deducted from, and are not included in, proceeds from sales of Class A shares of the Funds. From these fees, NFD pays sales commissions, salaries and other expenses in connection with generating new sales of Class A shares of the Funds. International Index, Mid Cap Market Index, S&P 500 Index and Small Cap Index Class A sales charges ranged from 0% to 5.75% and Bond Index Class A sales charges ranged from 0% to 4.25% based on the amount purchased. Effective October 29, 2013, Bond Index Class A sales charges changed in such a manner that the new Class A sales charges are equal to or lower than the prior Class A sales charges. For the year ended October 31, 2013, the Funds imposed front-end sales charges of $196,643.

NFD also receives fees in the form of contingent deferred sales charges (“CDSCs”) on Class A, Class B and Class C shares. These fees may cause the redeemed value of a shareholder’s account to fall below the total purchase payments. A CDSC is imposed on Class A shares for certain redemptions, Class B shares made within 6 years of purchase, and Class C shares made within 1 year of purchase. Effective July 1, 2013, applicable Class A CDSCs were 0.75% for Bond Index and 1.00% for International Index, Mid Cap Market Index, S&P 500 Index and Small Cap Index based on the original purchase price or the current market value of the shares being redeemed. Prior to July 1, 2013, applicable Class A CDSCs ranged from 0.25% to 0.75% for Bond Index and 0.25% to 1.00% for International Index, Mid Cap Market Index, S&P 500 Index and Small Cap Index based on the original purchase price or the current market value of the shares being redeemed. Class B CDSCs ranged from 1% to 5% for all Funds, based on the original purchase price or the current market value of the shares being redeemed and depending on how long the shares were held before redemption. Class C CDSCs were 1% for all Funds based on the original purchase price or the current market value of the shares being redeemed. For the year ended October 31, 2013, the Funds imposed CDSCs of $25,460.

Under the terms of an Administrative Services Plan, the Funds pay fees to servicing organizations, such as broker-dealers, including NFS, and financial institutions that agree to provide administrative support services to the shareholders of certain classes. These services may include, but are not limited to, the following: (i) establishing and maintaining shareholder accounts; (ii) processing purchase and redemption transactions; (iii) arranging bank wires; (iv) performing shareholder sub-accounting; (v) answering inquiries regarding the Funds; and (vi) other such services. These fees are calculated at an annual rate of up to 0.25% of the average daily net assets of Class A, Class R2, Institutional

160

Notes to Financial Statements (Continued)

October 31, 2013

Service Class, and Service Class shares of S&P 500 Index, and up to 0.25% of the average daily net assets of Class A and Class R2 shares of Bond Index, International Index, Mid Cap Market Index, and Small Cap Index.

For the year ended October 31, 2013, NFS earned the following amounts in administrative services fees from each Fund:

Fund	Amount
Bond Index	$	240,306
International Index		236,526
Mid Cap Market Index		387,291
S&P 500 Index		1,369,048
Small Cap Index		167,218

As of October 31, 2013, NFA or its affiliates directly held the percentage indicated below of the shares outstanding of the applicable Fund.

Fund	% of Shares Outstanding Owned
Bond Index		96.28	%
International Index		96.30
Mid Cap Market Index		83.00
S&P 500 Index		79.62
Small Cap Index		89.88

4.  Redemption Fees

For the period from November 1, 2011 through July 31, 2012, the Funds assessed a 2.00% redemption fee on shares that were sold or exchanged within seven calendar days of purchase. The redemption fee, if any, was paid directly to the applicable Fund and was intended to offset the cost to a Fund of excess brokerage commissions, market impact, and other costs associated with fluctuations in Fund asset levels and cash flow caused by short-term trading of Fund shares. For purposes of determining whether the redemption fee applied, the shares that were held the longest were redeemed first. This redemption fee was in addition to any CDSCs that were applicable at the time of sale. The redemption fee was not applied in certain circumstances, such as redemptions or exchanges of shares held in certain omnibus accounts or retirement plans that were not able to implement the redemption fee. The fee did not apply to shares purchased through automatically reinvested dividends or capital gain distributions. Effective August 1, 2012, redemption fees were eliminated.

For the year ended October 31, 2012, the Funds had contributions to capital due to the collection of redemption fees in the amounts of:

Fund	Amount
Bond Index	$	2
International Index		71
Mid Cap Market Index		98
S&P 500 Index		18
Small Cap Index		99

161

Notes to Financial Statements (Continued)

October 31, 2013

5.  Investment in Affiliated Issuers

Bond Index invests in an affiliated issuer. The Fund’s transactions in the shares of the affiliated issuer during the year ended October 31, 2013 were as follows:

Affiliated Issuer	Market Value at October 31, 2012		Purchases at Cost		Sales Proceeds		Interest Income		Realized Gain/ (Loss)		Market Value at October 31, 2013
Nationwide Financial Services, Inc.	$	78,375	$	—	$	—	$	5,063	$	—	$	73,969

Amounts designated as “—” are zero or have been rounded to zero.

6.  Bank Loans and Earnings Credit

The Trust has a credit agreement with JPMorgan, The Bank of New York Mellon, Wells Fargo Bank National Association, and U.S. Bank National Association, permitting the Trust to borrow up to $100,000,000. Advances taken by a Fund under this arrangement would be primarily for temporary or emergency purposes, including the meeting of redemption requests that otherwise might require the untimely disposition of securities, and are subject to a Fund’s borrowing restrictions. The line of credit requires a commitment fee of 0.07% per year on $100,000,000. Prior to July 18, 2013, the line of credit required a commitment fee of 0.08% on $90,000,000. Borrowings under this arrangement bear interest at a rate of 1.00% per annum plus the higher of (a) the one month London Interbank Offered Rate or (b) the Federal Funds Rate. Interest costs, if any, would be shown on the Statement of Operations. No compensating balances are required under the terms of the line of credit. The line of credit is renewed annually, and next expires on July 17, 2014. There were no borrowings under the line of credit during the year ended October 31, 2013.

JPMorgan provides earnings credits for cash balances maintained in the Funds’ custody accounts, which are used to offset custody fees of a Fund.

7.  Investment Transactions

For the year ended October 31, 2013, purchases of and sales of securities (excluding short-term securities) were as follows:

Fund	Purchases		Sales
Bond Index	$	2,357,113,642	$	2,680,479,599
International Index		59,858,767		136,312,788
Mid Cap Market Index		126,792,655		153,513,782
S&P 500 Index		96,892,073		702,336,970
Small Cap Index		178,536,870		128,859,967

For the year ended October 31, 2013, purchases and sales of U.S. Government securities were as follows:

Fund	Purchases		Sales
Bond Index	$	183,174,752	$	320,301,388

8.  Portfolio Investment Risks

Risks Associated with Interest Rates

Prices of fixed-income securities generally increase when interest rates decline and decrease when interest rates increase. Prices of longer-term securities generally change more in response to interest rate changes than prices of shorter term securities. To the extent the Fund invests a substantial portion of its assets in fixed-income securities with longer-term maturities, rising interest rates are more likely to cause the value of the Fund’s investments to decline significantly.

162

Notes to Financial Statements (Continued)

October 31, 2013

Risks Associated with Foreign Securities and Currencies

Investments in securities of foreign issuers carry certain risks not ordinarily associated with investments in securities of U.S. issuers. These risks include foreign currency fluctuations, future disruptive political and economic developments and the possible imposition of exchange controls or other unfavorable foreign government laws and restrictions. In addition, investments in certain countries may carry risks of expropriation of assets, confiscatory taxation, political or social instability, or diplomatic developments that adversely affect investments in those countries.

Certain countries also may impose substantial restrictions on investments in their capital markets by foreign entities, including restrictions on investments in issuers in industries deemed sensitive to relevant national interests. These factors may limit the investment opportunities available and result in a lack of liquidity and high price volatility with respect to securities of issuers from developing countries.

Risks Associated with REIT and Real Estate Investments

Investments in REITs and in real estate securities carry certain risks associated with direct ownership of real estate and with the real estate industry in general. These risks include possible declines in the value of real estate, possible lack of availability of mortgage funds, unexpected vacancies of properties, and the relative lack of liquidity associated with investments in real estate.

9.  Indemnifications

Under the Trust’s organizational documents, the Trust’s Officers and Trustees are indemnified by the Trust against certain liabilities arising out of the performance of their duties to the Trust. In addition, the Trust has entered into indemnification agreements with its Trustees and certain of its Officers. Trust Officers receive no compensation from the Trust for serving as its Officers. In addition, in the normal course of business, the Trust enters into contracts with its vendors and others that provide for general indemnifications. The Trust’s maximum liability under these arrangements is unknown, as this would involve future claims made against the Trust. Based on experience, however, the Trust expects the risk of loss to be remote.

10.  New Accounting Pronouncements

In January 2013, Accounting Standards Update 2013-01 (“ASU 2013-01”), Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities, replaced Accounting Standards Update 2011-11 (“ASU 2011-11”), Disclosures about Offsetting Assets and Liabilities. ASU 2013-01 is effective for fiscal years beginning on or after January 1, 2013, and interim periods within those annual periods. ASU 2011-11 was intended to enhance disclosure requirements on the offsetting of financial assets and liabilities. ASU 2013-01 limits the scope of the new balance sheet offsetting disclosures to derivatives, repurchase agreements, and securities lending transactions to the extent that they are (i) offset in the financial statements or (ii) subject to an enforceable master netting arrangement or similar agreement. Management is currently evaluating the application of ASU 2013-01 and its impact, if any, on the Funds’ financial statements.

11.  Other

As of October 31, 2013, the Funds had individual shareholder accounts and/or omnibus shareholder accounts (comprising a group of individual shareholders), which held more than 10% of the total shares outstanding of the Funds as detailed below.

Fund	% of Shares			Number of Accounts (a)
Bond Index		60.08	%		4
International Index		65.86			3
Mid Cap Market Index		48.68			3
S&P 500 Index		64.54			4
Small Cap Index		60.61			3

(a) Each such account is the account of an affiliated fund. Except S&P 500 Index, for which 2 of the 3 accounts are the accounts of affiliated funds.

163

Notes to Financial Statements (Continued)

October 31, 2013

12.  Recaptured Brokerage Commissions

The Funds have entered into agreements with brokers whereby the brokers will return a portion of the Funds’ brokerage commissions on behalf of certain Funds. Such amounts, under such agreements, are included in net realized gain/(loss) on the sale of investments presented in the Funds’ Statement of Operations. For the year ended October 31, 2013, the Funds recaptured $0 of brokerage commissions.

13.  Federal Tax Information

The tax character of distributions paid during the year ended October 31, 2013 was as follows:

	Distributions paid from
Fund	Ordinary Income		Net Long-Term Capital Gains		Total Taxable Distributions		Return of Capital		Total Distributions Paid
Bond Index	$	33,244,392	$	7,655,759	$	40,900,151	$	—	$	40,900,151
International Index		51,777,677		—		51,777,677		—		51,777,677
Mid Cap Market Index		16,625,204		35,717,672		52,342,876		—		52,342,876
S&P 500 Index		47,045,440		20,617,796		67,663,236		—		67,663,236
Small Cap Index		10,270,040		18,141,410		28,411,450		—		28,411,450

Amounts designated as “—” are zero or have been rounded to zero.

The tax character of distributions paid during the year ended October 31, 2012 was as follows:

	Distributions paid from
Fund	Ordinary Income		Net Long-Term Capital Gains		Total Taxable Distributions		Return of Capital		Total Distributions Paid
Bond Index	$	37,860,991	$	9,635,064	$	47,496,055	$	—	$	47,496,055
International Index		41,556,055		205,103		41,761,158		—		41,761,158
Mid Cap Market Index		9,651,042		63,233,999		72,885,041		—		72,885,041
S&P 500 Index		45,199,344		15,578,451		60,777,795		—		60,777,795
Small Cap Index		5,142,042		18,603,855		23,745,897		—		23,745,897

Amounts designated as “—” are zero or have been rounded to zero.

As of October 31, 2013, the components of accumulated earnings/(deficit) on a tax basis were as follows:

Fund	Undistributed Ordinary Income		Undistributed Long-Term Capital Gains		Accumulated Earnings		Distributions Payable*			Accumulated Capital and Other Losses			Unrealized Appreciation/ (Depreciation)**		Total Accumulated Earnings (Deficit)
Bond Index	$	1,992,921	$	16,516,278	$	18,509,199	$	(2,013,847	)	$	—		$	24,867,484	$	41,362,836
International Index		18,652,839		—		18,652,839		—			(1,344,820	)		241,145,008		258,453,027
Mid Cap Market Index		8,249,901		46,824,389		55,074,290		—			—			340,611,900		395,686,190
S&P 500 Index		20,694,688		176,998,763		197,693,451		—			—			760,081,549		957,775,000
Small Cap Index		7,867,275		39,795,421		47,662,696		—			—			174,405,541		222,068,237

Amounts designated as “—” are zero or have been rounded to zero.

* Differences between financial statement distributions payable and tax-basis distributions payable are a result of accrual-based accounting and cash-basis accounting used for federal tax reporting purposes.

** The difference between book-basis and tax-basis unrealized appreciation/(depreciation) is primarily attributable to timing differences in recognizing certain gains and losses on investment transactions.

164

Notes to Financial Statements (Continued)

October 31, 2013

As of October 31, 2013, the tax cost of securities (excluding derivative contracts) and the breakdown of unrealized appreciation/(depreciation) was as follows:

Fund	Tax Cost of Securities		Unrealized Appreciation		Unrealized Depreciation			Net Unrealized Appreciation/ (Depreciation)
Bond Index	$	1,013,007,239	$	33,273,972	$	(8,406,488	)	$	24,867,484
International Index		1,542,416,587		400,713,750		(159,658,964	)		241,054,786
Mid Cap Market Index		973,289,688		389,154,981		(48,543,081	)		340,611,900
S&P 500 Index		1,807,748,727		864,403,411		(104,321,862	)		760,081,549
Small Cap Index		677,145,952		216,598,184		(42,192,643	)		174,405,541

The following table represents capital loss carryforwards that are subject to the Modernization Act. These losses will retain the character reflected and will be utilized to offset capital gains, if any.

	Loss Carryforward Character
Fund	Short Term		Long Term
International Index		—	1,344,820

14.  Subsequent Events

Effective on or about February 21, 2014, the existing Class B shares of the Funds will be converted to Class A shares of the same Fund. Class B shares will no long be offered as of the same date.

Effective March 1, 2014, Class R2 shares of the Funds will be renamed “Class R” shares.

Management has evaluated the impact of subsequent events on the Funds and has determined that there are no additional subsequent events requiring recognition or disclosure in the financial statements.

165

Report of Independent Registered Public Accounting Firm

To the Board of Trustees and Shareholders of Nationwide Mutual Funds:

In our opinion, the accompanying statements of assets and liabilities, including the statements of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Nationwide Bond Index Fund, Nationwide International Index Fund, Nationwide Mid Cap Market Index Fund, Nationwide S&P 500 Index Fund and Nationwide Small Cap Index Fund (five series of Nationwide Mutual Funds, hereafter referred to as the “Funds”) at October 31, 2013, the results of each of their operations for the year then ended, the changes in each of their net assets for each of the two years in the period then ended and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as “financial statements”) are the responsibility of the Funds’ management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at October 31, 2013 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

/s/PricewaterhouseCoopers LLP

Philadelphia, Pennsylvania

December 23, 2013

166

Supplemental Information

October 31, 2013 (Unaudited)

Other Federal Tax Information

For the year ended October 31, 2013, certain dividends paid by the Funds may be subject to a maximum tax rate of 20% as provided for by the Jobs and Growth Tax Relief Reconciliation Act of 2003. The Funds intend to designate the maximum amount allowable as taxed at a maximum rate of 15%. Complete information will be reported in conjunction with your 2013 Form 1099-DIV.

For the taxable year ended October 31, 2013, the following percentages of income dividends paid by the Funds qualify for the dividends received deduction available to corporations:

Fund	Dividends Received Deductions
Mid Cap Market Index		70.43	%
S&P 500 Index		96.84	%
Small Cap Index		48.50	%

The Funds designate the following amounts, or the maximum amount allowable under the Internal Revenue Code, as long term capital gain distributions qualifying for the maximum 20% income tax rate for individuals:

Fund	Amount
Bond Index	$	7,655,759
Mid Cap Market Index		35,717,672
S&P 500 Index		20,617,796
Small Cap Index		18,141,410

Certain Funds have derived net income from sources within foreign countries. As of October 31, 2013, the foreign source income for each Fund was as follows:

Fund	Amount		Per Share
International Index	$	52,882,779	$	0.2542

Certain Funds intend to elect to pass through to shareholders the income tax credit for taxes paid to foreign countries. As of October 31, 2013, the foreign tax credit for each Fund was as follows:

Fund	Amount		Per Share
International Index	$	1,739,321	$	0.0084

167

Management Information

October 31, 2013

Trustees and Officers of the Trust

The address for each Trustee is: c/o Nationwide Funds Group, 1000 Continental Drive, Suite 400, King of Prussia, PA 19406.

Name and Year of Birth	Position(s) Held with the Trust and Length of Time Served1,2	Principal Occupation(s) During Past Five Years (or longer)3	Number of Portfolios in the Nationwide Fund Complex Overseen by Trustee		Other Directorships Held by Trustee During Past Five Years4
Charles E. Allen 1948	Trustee since July 2000	Mr. Allen was Chairman, Chief Executive Officer and President of Graimark Realty Advisors, Inc. (real estate development, investment and asset management) from its founding in 1987 to 2012.		112	None
Paula H.J. Cholmondeley 1947	Trustee since July 2000	Ms. Cholmondeley focuses full time on corporate governance. She sits on public company boards and is also on the faculty of the National Association of Corporate Directors. She has served as a Chief Executive Officer of Sorrel Group (management consulting company) since January 2004. From April 2000 through December 2003, Ms. Cholmondeley was Vice President and General Manager of Sappi Fine Paper North America.		112	Director of Dentsply International, Inc. (dental products) from 2002 to present, Ultralife Batteries, Inc. from 2004 to 2010, Albany International Corp. (paper industry) from 2005 to 2013, Terex Corporation (construction equipment) from 2004 to present, and Minerals Technology, Inc. (specialty chemicals) from 2005 to present.
Phyllis Kay Dryden 1947	Trustee since December 2004	Ms. Dryden became CEO and President of Energy Dispute Solutions, LLC in January 2013, leading a company providing strategy consulting, arbitration and mediation services. She has been a management consultant since 1996, first as a partner of Mitchell Madison Group, then as a managing partner and head of west coast business development for marchFIRST, returning to Mitchell Madison Group in 2003 as an associated partner until January 2010 and thereafter as an independent strategy consultant through December 2012. Ms. Dryden was VP and General Counsel of Lucasfilm, Ltd. from 1981 to 1984, SVP and General Counsel of Charles Schwab and Co., Inc. from 1984 to 1992, and EVP and General Counsel of Del Monte Foods from 1992 to 1995.		112	None

168

Management Information (Continued)

October 31, 2013

The address for each Trustee is: c/o Nationwide Funds Group, 1000 Continental Drive, Suite 400, King of Prussia, PA 19406.

Name and Year of Birth	Position(s) Held with the Trust and Length of Time Served1,2	Principal Occupation(s) During Past Five Years (or longer)3	Number of Portfolios in the Nationwide Fund Complex Overseen by Trustee		Other Directorships Held by Trustee During Past Five Years4
Barbara L. Hennigar 1935	Trustee since July 2000	Ms. Hennigar was Executive Vice President of Oppenheimer Funds (an asset management company) from October 1992 until June 2000; Chairman of Oppenheimer Funds Services from October 1999 until June 2000; and President and CEO of Oppenheimer Funds Services from June 1992 until October 1999. She was previously Board Chair of a non-profit independent school, and is currently an independent trustee and endowment chair of St. Mary’s Academy, an independent school in Denver, CO.		112	None
Barbara I. Jacobs 1950	Trustee since December 2004	Ms. Jacobs served as Chairman of the Board of Directors of KICAP Network Fund, a European (United Kingdom) hedge fund, from January 2001 through January 2006. From 1988 through 2003, Ms. Jacobs was also a Managing Director and European Portfolio Manager of CREF Investments (Teachers Insurance and Annuity Association-College Retirement Equities Fund).		112	None
Keith F. Karlawish 1964	Trustee since March 2012	Mr. Karlawish has been a partner of Park Ridge Asset Management, LLC since December 2008, at which he also serves 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.		112	Trustee of the BB&T Mutual Funds and BB&T Variable Insurance Funds from June 2006 until December 2008.
Carol A. Kosel 1963	Trustee since March 2013	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.		112	Trustee of Sun Capital Advisers Trust from April 2011 to December 2012 and Trustee of Evergreen Funds from January 2008 to July 2010.
Douglas F. Kridler 1955	Trustee since September 1997	Mr. Kridler is the President and Chief Executive Officer of The Columbus Foundation, a $1.5 billion community foundation with 2,000 funds in 55 Ohio counties and 37 states in the U.S.		112	None

169

Management Information (Continued)

October 31, 2013

The address for each Trustee is: c/o Nationwide Funds Group, 1000 Continental Drive, Suite 400, King of Prussia, PA 19406.

Name and Year of Birth	Position(s) Held with the Trust and Length of Time Served1,2	Principal Occupation(s) During Past Five Years (or longer)3	Number of Portfolios in the Nationwide Fund Complex Overseen by Trustee		Other Directorships Held by Trustee During Past Five Years4
David C. Wetmore 1948	Trustee since 1995 and Chairman since February 2005	Mr. Wetmore was a Managing Director of Updata Capital, Inc. (a technology-oriented investment banking and venture capital firm) from 1995 through 2000. Prior to 1995, Mr. Wetmore served as the Chief Operating Officer, Chief Executive Officer and Chairman of the Board of several publicly-held software and services companies, and as the managing partner of a “big 8” public accounting firm.		112	None

¹  Length of time served includes time served with predecessor of the Trust.

² Each Trustee holds office for the lifetime of the Trust or until such Trustee’s earlier death, resignation, removal, retirement or inability otherwise to serve, or the election and qualification of his or her successor.

³  Unless otherwise noted, the information presented is the principal occupation of the Trustee during the past five years.

⁴  Directorships held in (i) any other investment companies registered under the 1940 Act, (ii) 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 (iii) any company subject to the requirements of Section 15(d) of the Exchange Act.

170

Management Information (Continued)

October 31, 2013

The address for each Officer is: c/o Nationwide Funds Group, 1000 Continental Drive, Suite 400, King of Prussia, PA 19406.

Name and Year of Birth	Position(s) Held with the Fund and Length of Time Served1	Principal Occupation(s) During Past Five Years2
Michael S. Spangler 1966	President and Chief Executive Officer since June 2008	Mr. Spangler is President and Chief Executive Officer of Nationwide Funds Group, which includes NFA3, Nationwide Fund Management LLC3 and Nationwide Fund Distributors LLC3, and is a Senior Vice President of NFS3. From May 2004 through May 2008, Mr. Spangler was Managing Director, Head of Americas Retail and Intermediary Product Management for Morgan Stanley Investment Management.
Stephen T. Grugeon 1950	Executive Vice President and Chief Operating Officer since June 2008	Mr. Grugeon has been Executive Vice President and Chief Operating Officer of Nationwide Funds Group since May 20073. From February 2008 through June 2008, he also served as the acting President and Chief Executive Officer of the Trust and of Nationwide Funds Group. From December 2006 until January 2008, he was Executive Vice President of NWD Investments3.
Joseph Finelli 1957	Treasurer since September 2007	Mr. Finelli is the Principal Financial Officer and Senior Vice President for Nationwide Funds Group3. From July 2001 until September 2007, he was Assistant Treasurer and Vice President of Investment Accounting and Operations of NWD Investments3.
Brian Hirsch 1956	Chief Compliance Officer since January 2012	Mr. Hirsch is Vice President of NFA and Chief Compliance Officer of NFA and the Trust. From January 2003 through January 2012, Mr. Hirsch was the Senior Vice President for Compliance and Fund Administration at IFS Financial Services, Inc., a subsidiary of the Western Southern Financial Group.
Eric E. Miller 1953	Secretary since December 2002	Mr. Miller is Senior Vice President, General Counsel, and Assistant Secretary for Nationwide Funds Group and NWD Investments3.
Doff Meyer 1950	Vice President and Chief Marketing Officer since January 2008	Ms. Meyer is Senior Vice President and Chief Marketing Officer of Nationwide Funds Group (since August 2007)3. From September 2004 until August 2007, Ms. Meyer was Director of Finance and Marketing, Principal of Piedmont Real Estate Associates LLC.

¹  Length of time served includes time served with the Trust’s predecessors.

²  Unless otherwise noted, the information presented is the principal occupation of the Officer during the past five years.

³  These positions are held with an affiliated person or principal underwriter of the Funds.

Additional information regarding the Trustees and Officers may be found in the Trust’s Statement of Additional Information, which is available without charge upon request, by calling 800-848-0920.

Federal law requires the Trust and each of its investment advisers and subadvisers to adopt procedures for voting proxies (“Proxy Voting Guidelines”) and to provide a summary of those Proxy Voting Guidelines used to vote the securities held by the Fund. The Fund’s proxy voting policies and procedures are available without charge (i) upon request, by calling 800-848-0920, (ii) on the Trust’s website at nationwide.com/mutualfunds, and (iii) on the Securities and Exchange Commission’s website at www.sec.gov.

171

Market Index Definitions

Barclays Emerging Markets USD Aggregate Bond Index: An unmanaged index comprising fixed-rate and floating-rate U.S. dollar-denominated bonds from sovereign, quasi-sovereign and corporate emerging market issuers; the countries considered to be emerging markets are determined by annual review using rules-based classifications from the World Bank income group and the International Monetary Fund (IMF).

Barclays Global Aggregate Bond Index: An unmanaged index of fixed-rate, publicly issued, taxable bond market issues with a remaining maturity of at least one year; a broad-based measurement of the performance of the global investment-grade fixed-income markets.

Barclays Long U.S. Treasury Index: An unmanaged index that measures the performance of all investment-grade, publicly issued U.S. Treasury securities with a remaining maturity of 10 years or more and $250 million or more in outstanding face value.

Barclays Municipal Bond Index: An unmanaged, market value-weighted index of investment-grade municipal bonds with a minimum credit rating of Baa and maturities of one year or more; serves as a broad market performance index for the tax-exempt bond market.

Barclays U.S. 1-3 Year Government/Credit Bond Index: An unmanaged index of U.S. dollar-denominated, investment-grade, fixed-rate, publicly issued, taxable bond market issues (including Treasury, government and corporate securities) with a remaining maturity of one to three years.

Barclays U.S. 10-20 Year Treasury Bond Index: An unmanaged index that measures the performance of U.S. Treasury securities with a remaining maturity of 10 to 20 years.

Barclays U.S. Aggregate Bond Index: An unmanaged, market value-weighted index of investment-grade, fixed-rate debt issues (including government, corporate, asset-backed, and mortgage-backed securities with maturities of one year or more) that is generally representative of the bond market as a whole.

Barclays U.S. Corporate High Yield Index: An unmanaged index that reflects the performance of fixed-rate, non-investment-grade, U.S. dollar-denominated taxable corporate bonds with at least $150 million par value outstanding, a maximum credit rating of Ba1 and a maturity of one year or more; gives a broad look at how high-yield (“junk”) bonds have performed.

Barclays U.S. Credit Index: An unmanaged, market value-weighted index that measures the performance of investment-grade, fixed-rate, publicly issued U.S. corporates and non-corporates, including foreign agencies, sovereigns, supranationals and foreign local government issues, with at least $250 million par value outstanding and a maturity of one year or more.

Barclays U.S. Treasury Inflation-Protected Securities (TIPS) Index^SM: An unmanaged, market capitalization-weighted index that measures the performance of all U.S. dollar-denominated, investment-grade, fixed-rate, publicly issued U.S. TIPS with a remaining maturity of at least one year and $250 million or more in outstanding face value.

BofA Merrill Lynch (BofAML) 1-Year Treasury Bill (T-Bill) Index: An unmanaged index that measures the returns of 12-month Treasury bills. Comprises a single issue purchased at the beginning of a month and held for the full month. At the end of that month, that issue is sold and rolled into a newly selected issue. The issue selected at each month-end rebalancing is the outstanding T-Bill with the longest maturity.

BofA Merrill Lynch (BofAML) 6-Month Treasury Bill (T-Bill) Index: An unmanaged index that measures the returns of six-month Treasury bills. Comprises a single issue purchased at the beginning of a month and held for the full month. At the end of that month, that issue is sold and rolled into a newly selected issue. The issue selected at each month-end rebalancing is the outstanding T-Bill that matures closest to, but not beyond, six months from the rebalancing date.

172

Market Index Definitions (con’t.)

BofA Merrill Lynch (BofAML) AAA U.S. Treasury/Agency Master Index: An unmanaged index that gives a broad look at how fixed-rate U.S. government bonds with a remaining maturity of at least one year have performed.

BofA Merrill Lynch (BofAML) U.S. High Yield Cash Pay Constrained Index: An unmanaged, market value-weighted index that measures the performance of U.S. dollar-denominated, below-investment-grade, fixed-rate, publicly issued, non-convertible, coupon-bearing corporate debt with a remaining maturity of at least one year. Each issue represented must have an outstanding par value of at least $50 million, must be less than BBB/Baa3-rated but not in default, and is restricted to a maximum of 2% of the total index.

Citigroup 3-Month Treasury Bill (T-Bill) Index: An unmanaged index that is generally representative of 3-month Treasury bills; consists of an average of the last 3-month Treasury bill issues (excluding the current month-end bill).

Consumer Price Index (CPI): Calculated by the U.S. Department of Labor’s Bureau of Labor Statistics, the CPI represents changes in prices of a basket of goods and services purchased for consumption by urban households.

Dow Jones Industrial Average (DJIA): A market indicator consisting of a price-weighted average of 30 blue chip stocks actively traded on the New York Stock Exchange (NYSE) and the National Association of Securities Dealers Automated Quotations (NASDAQ) system; invented by Charles Dow in 1896, the DJIA represents 15% to 20% of the value of NYSE stocks.

iMoneyNet Prime Retail Index: An unmanaged index that is an average of non-government retail money market mutual funds. Portfolio holdings of prime money market mutual funds include U.S. Treasury, U.S. other, repurchase agreements, time deposits, domestic and foreign bank obligations, commercial paper, floating-rate notes and asset-backed commercial paper.

KOSPI 200 Index: An unmanaged index that is a subset of the Korea Composite Stock Price Index; measures the performance of the stocks of the 200 largest publicly traded companies on the Korea Stock Exchange.

Lipper Analytical Services, Inc. (Lipper) is an industry research firm whose rankings are based on total return performance and do not reflect the effect of sales charges. Each fund is ranked within a universe of funds similar in investment objective as determined by Lipper.

Morningstar^® (Mstar) Lifetime Allocation Indexes: A series of 13 unmanaged, multi-asset-class indexes designed to benchmark target-date investment products. Each index is available in three risk profiles: aggressive, moderate and conservative. The index asset allocations adjust over time, reducing equity exposure and shifting toward traditional income-producing investments. The strategic asset allocation of the indexes is based on Ibbotson Associates’ Lifetime Asset Allocation methodology.

MSCI ACWI ex USA Index: An unmanaged, market capitalization-weighted index that is designed to measure the performance of the stocks in the global developed and emerging markets, excluding U.S.-based companies.

MSCI All Country World Index^SM: An unmanaged, free float-adjusted, market capitalization-weighted index that is designed to measure the performance of the stocks in the global developed and emerging markets.

173

Market Index Definitions (con’t.)

MSCI EAFE^® Index: An unmanaged, free float-adjusted, market capitalization-weighted index that is designed to measure the performance of the stocks in developed markets outside the United States and Canada.

MSCI Emerging Markets (EM) Index: An unmanaged, free float-adjusted market capitalization-weighted index that is designed to measure equity market performance of emerging markets.

MSCI Greece Index: An unmanaged, free float-adjusted, market capitalization-weighted index that is designed to measure the performance of the stocks in Greece.

MSCI World ex USA Index: An unmanaged index that measures the equity market performance of developed-market countries excluding the United States; covers approximately 85% of the free float-adjusted market capitalization in each country, capturing large- and mid-cap representation.

MSCI World Index^SM Free: An unmanaged, free float-adjusted, market capitalization-weighted index that is designed to measure the performance of global developed-market equities. The “Free” suffix denotes an index with a somewhat different history but the same constituents and performance in relation to its counterpart index without the suffix.

Russell 1000^® Index: An unmanaged index that measures the performance of the large-capitalization segment of the U.S. equity universe.

Russell 1000^® Growth Index: An unmanaged index that measures the performance of the large-capitalization growth segment of the U.S. equity universe; includes those Russell 1000^® Index companies with higher price-to-book ratios and higher forecasted growth values.

Russell 1000^® Value Index: An unmanaged index that measures the performance of the large-capitalization value segment of the U.S. equity universe; includes those Russell 1000^® Index companies with lower price-to-book ratios and lower forecasted growth values.

Russell 2000^® Index: An unmanaged index that measures the performance of the small-capitalization segment of the U.S. equity universe.

Russell 2000^® Growth Index: An unmanaged index that measures the performance of the large-capitalization growth segment of the U.S. equity universe; includes those Russell 2000^® Index companies with higher price-to-book ratios and higher forecasted growth values.

Russell 2000^® Value Index: An unmanaged index that measures the performance of the large-capitalization growth segment of the U.S. equity universe; includes those Russell 2000^® Index companies with lower price-to-book ratios and lower forecasted growth values.

Russell 3000^® Index: An unmanaged index that measures the performance of the 3,000 largest U.S. companies in the investable U.S. equity universe.

S&P 500^® Index: An unmanaged, market capitalization-weighted index of 500 stocks of leading large-cap U.S. companies in leading industries; gives a broad look at the U.S. equities market and those companies’ stock price performance.

S&P MidCap 400^® (S&P 400) Index: An unmanaged index that measures the performance of 400 stocks of medium-sized U.S. companies (those with a market capitalization of $1 billion to $4.4 billion).

SET50 Index:An unmanaged index that measures the performance of the stocks of the 50 largest companies trading on the Stock Exchange of Thailand.

174

Glossary

Definitions of some commonly used investment terms

Asset allocation: The process of spreading assets across several different investment styles and asset classes. The purpose is to potentially reduce long-term risk and capture potential profits across various asset classes.

Benchmark index: A broad-based securities index used as a comparison tool to measure the performance of a mutual fund.

Derivative: A contract, security or investment with its value based on the performance of an underlying financial asset, index or economic measure.

Diversification: An investment strategy that seeks to reduce risk in a portfolio so that the positive performance of some investments will neutralize the negative performance of others.

Duration:A measure of how much the price of a bond would change compared to a change in market interest rates, based on the remaining time until a bond’s maturity together with other factors. A bond’s value drops when interest rates rise, and vice versa. Bonds with longer durations have higher risk and volatility.

Emerging market countries:Developing and low- or middle-income countries as identified by the International Finance Corporation or the World Bank. Emerging market countries may be found in regions such as Asia, Latin America, Eastern Europe, the Middle East and Africa.

Equity securities:Securities that represent an ownership interest in the issuer. Common stocks are the most common type of equity securities.

Expense ratio: The percentage of fees paid by a fund to its adviser for management and operational costs. A fund’s expense ratio includes all administrative expenses and 12b-1 fees but excludes sales charges.

Fixed-income securities:Securities, including bonds and other debt securities, that represent an obligation by the issuer to pay a specified rate of interest or dividend at specified times.

Market capitalization: A common way of measuring the size of a company based on the price of its common stock multiplied by the number of outstanding shares.

Quantitative techniques:Mathematical and statistical methods used in the investment process to identify securities of issuers for possible purchase or sale by a mutual fund.

Sector: An industry or market that shares common characteristics. Sectors are used to group investments into categories such as energy, health, technology and utilities.

Yield curve: A plotted graph line showing the interest rates of bonds, at a set point in time, that have equal credit quality but different maturity dates.

175

P.O. Box 701

Milwaukee, WI 53201-0701

nationwide.com/mutualfunds

Investors should carefully consider a fund’s (and, if applicable, each of its underlying funds’) investment objectives, risks, fees, charges and expenses before investing any money. To obtain this and other information on Nationwide Funds, please call 1-800-848-0920 to request a summary prospectus and/or a prospectus, or download a summary prospectus and/or a prospectus at nationwide.com/mutualfunds. Please read it carefully before investing any money.

About Nationwide Funds Group (NFG)

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. NFA is a wholly owned subsidiary of Nationwide Financial Services, Inc. (NFS).

Distributor

Nationwide Funds distributed by Nationwide Fund Distributors LLC (NFD), member FINRA, King of Prussia, Pa. NFD is not an affiliate of any subadviser discussed in this material, except Nationwide Asset Management, LLC.

Nationwide, Nationwide Financial, the Nationwide framemark, Nationwide Funds, Nationwide Funds Group and On Your Side are service marks of Nationwide Mutual Insurance Company.

© 2013 Nationwide Funds Group. All rights reserved.

AR-IDX 12/13

Annual Report

October 31, 2013

Nationwide Mutual Funds

Investor Destinations Funds

Nationwide Investor Destinations Aggressive Fund

Nationwide Investor Destinations Moderately Aggressive Fund

Nationwide Investor Destinations Moderate Fund

Nationwide Investor Destinations Moderately Conservative Fund

Nationwide Investor Destinations Conservative Fund

Nationwide Funds®

Commentary in this report is provided by the portfolio manager(s) of each Fund as of the date of this report and is subject to change at any time based on market or other conditions.

Third-party information has been obtained from sources that Nationwide Fund Advisors (NFA), the investment adviser to the Funds, deems reliable. This report and the holdings provided are for informational purposes only and are not intended to be relied on as investment advice. Portfolio composition is accurate as of the date of this report and is subject to change at any time and without notice. NFA, one of its affiliated advisers or its employees may hold a position in the securities in this report.

Statement Regarding Availability of Quarterly Portfolio Holdings

The Trust files complete schedules of portfolio holdings for each Fund with the Securities and Exchange Commission (SEC) for the first and third quarters of each fiscal year on Form N-Q. Additionally, the Trust files a schedule of portfolio holdings monthly for the Nationwide Money Market Fund on Form N-MFP. Forms N-Q and Forms N-MFP are available on the SEC’s website at http://www.sec.gov. Forms N-Q and Forms N-MFP may be reviewed and copied at the SEC’s Public Reference Room in Washington, DC, and information on the operation of the Public Reference Room may be obtained by calling 800-SEC-0330. The Trust also makes this information available to shareholders on nationwide.com/mutualfunds or upon request without charge.

Statement Regarding Availability of Proxy Voting Record

Information regarding how the Funds voted proxies relating to portfolio securities held during the most recent 12-month period ended June 30 is available without charge, upon request, by calling 800-848-0920, and on the SEC’s website at http://www.sec.gov.

Nationwide Funds® Annual Report

Contents

Message to Shareholders	1
Economic Review	2
Investor Destinations Funds
Nationwide Investor Destinations Aggressive Fund	4
Nationwide Investor Destinations Moderately Aggressive Fund	18
Nationwide Investor Destinations Moderate Fund	32
Nationwide Investor Destinations Moderately Conservative Fund	46
Nationwide Investor Destinations Conservative Fund	60
Notes to Financial Statements	74
Report of Independent Registered Public Accounting Firm	86
Supplemental Information	87
Management Information	88
Market Index Definitions	92
Glossary	95

Nationwide Funds®

Message to Shareholders

October 31, 2013

Dear Shareholder,

I am proud to report that Nationwide Financial has acquired 17 mutual funds through an agreement with HighMark Capital Management, Inc. and approval of its shareholders. This agreement is the latest step in the Nationwide Financial strategy to pursue Nationwide Funds growth.

Why is this important to you, a Nationwide Funds shareholder? By adding these HighMark Funds to the Nationwide Mutual Funds lineup, we continue to expand our selection of investment strategies. The transaction provides Nationwide Funds with approximately $3.6 billion in new mutual fund assets, enabling Nationwide to present a wider array of investment offerings. It also underscores our commitment to helping Americans, like you, prepare for and live in retirement.

During the 12-month reporting period ended October 31, 2013, broad U.S. stock market performance was predominantly positive, with the S&P 500® Index returning 27.18%. Yet despite recent encouraging returns, several years of economic volatility and uncertainty have left some investors distrustful of the markets and wary about their economic futures. In short, they have developed a fear of financial planning.

Nationwide Funds recently released the results of its in-depth investor sentiment survey conducted by Harris Interactive, titled Fear of Financial Planning. The study revealed that 26 percent of potential investors do not have a financial plan. Given that we live in an era when Americans are more responsible for their own financial security than ever before, we find this statistic troubling and are working to spread the word that financial planning is a necessity, not an option.

We encourage all of our shareholders to meet regularly with their financial advisors. An effective financial plan involves much more than just opening an investment account. It includes taking a macro-level view of your circumstances and making use of thoughtful, customized long-term analysis. An effective financial plan also contains contingencies to offset potential surprises and risks, specific action steps and defined milestones to help increase your confidence and measure success. Armed with a plan, you are never alone.

In his novel “The Hobbit,” author J.R.R. Tolkien wrote, “It does not do to leave a live dragon out of your calculations, if you live near him.” Since the beginning of the financial crisis, investors have been living close to a live dragon and have felt his heat. However, as every experienced dragon slayer knows, having a comprehensive plan of attack, a wide array of tools and a team of trusted experts by your side quiets fear and fortifies you to pursue victory.

Thank you for investing with Nationwide Funds.

Sincerely,

Michael S. Spangler

President & CEO

Nationwide Funds

1

Economic Review

During the fiscal year ended October 31, 2013, most asset classes reported strong performance. Domestic equities experienced a broad-based rally, with the S&P 500^® Index delivering a 27.2% return, and with nearly all sectors and capitalization ranges delivering strong performance. International equities also were solid, with developed markets outperforming emerging markets. Fixed-income results were mixed, as credit-sensitive indexes showed positive returns, while rate-sensitive indexes were affected by rising Treasury yields.

Domestically, the reporting period was dominated by news from Washington. The main topics from November 2012 through January 2013 consisted of the national election for president and congressional control and a heated debate on the fiscal cliff. Concerns about the tapering (gradual reduction) of the Federal Reserve’s Quantitative Easing (“QE”) policy, the federal government shutdown and rhetoric in Congress related to raising the debt ceiling affected trading in August, September and October 2013. The S&P 500 Index was up 10 of the 12 months of the fiscal year, including consecutively from November 2012 through May 2013. The S&P 500 Index showed modest gains in November and December 2012 of 0.58% and 0.91%, respectively, despite the political uncertainty.

The S&P 500 Index was up 10 of the 12 months of the fiscal year, including consecutively from November 2012 through May 2013.

The first quarter of calendar-year 2013 saw a substantial rally, with the S&P 500 Index up 10.6% on relief over a conclusion to a contentious election season and the implementation of the federal spending cuts on March 1. The broad-based market’s strength continued in April and May, with the S&P 500 Index returning 1.9% and 2.3%, respectively, before the market became choppy for the remainder of the reporting period on a spike in interest rates. The equity and fixed-income markets reacted to comments from Federal Reserve Chairman Ben Bernanke

suggesting a tapering of the Fed’s QE program later in the year. Volatility increased materially, with substantial positive returns for the S&P 500 Index of 5.1% in July, 3.1% in September and 4.6% in October, somewhat offset by postings of -1.3% in June and -2.9% in August. A theme in the market during 2013 was “sell the rumor, buy the news,” as the market sold off modestly into the period of uncertainty, and rallied substantially as a conclusion was reached.

While gradually improving through the reporting period, U.S. economic activity was sluggish during the period, with GDP growth of 0.1%, 1.1%, 2.5% and 2.8% from calendar 4Q12 through calendar 3Q13. This was the primary impetus for the cautious approach by the Federal Reserve with regard to maintaining the QE program. Inflation remained well controlled during the reporting period, with the core Consumer Price Index (CPI) below 2% throughout the period, ending at 1.7% in October 2013. CPI, which includes the volatile food and energy categories, was actually lower than core CPI, averaging 1.6% and exiting September 2013 at 1.2%. Despite job-creation levels coming in lower than during many past recoveries, the unemployment rate continued to decline during the reporting period, falling from 7.9% to 7.2%, aided by the labor participation rate declining to 63.3% from 63.8% a year ago (the figure was more than 66% at the beginning of the 2008 recession).

The strong performance in domestic equities was broad based during the reporting period, with small-capitalization stocks outperforming large-cap stocks, and growth and value roughly equal. The best-performing sectors in the S&P 500 Index were consumer discretionary, with 40.5%, industrials, with 35.8% and health care, with 34.3%. Consumer discretionary and industrials benefited from improved profits and expanding valuations, and health care rose in reaction to excitement surrounding new products. The worst-performing sectors were utilities, with 9.5% and telecommunications, with 13.1%. Utilities and telecommunications were relatively impacted by rising rates, as the high dividends paid by these sectors were relatively less attractive.

2

Economic Review (con’t.)

The strong performance in domestic equities was broad based during the reporting period, with small-capitalization stocks outperforming large-cap stocks, and growth and value roughly equal.

International stocks were very strong at the start of the reporting period, as European shares rallied on hopes that the worst of the stress on the banking system was behind them. Asian shares rose in reaction to a U.S. rally and the prospect of additional stimulus from Japan’s Central Bank. In November and December 2012, international shares materially outperformed U.S. shares, with the MSCI ACWI ex USA Index outperforming the S&P 500 Index by nearly 4%. Throughout the year, the performance of international stocks continued to be positive but weaker relative to U.S. stocks. Europe was reminded of the fragile state of the banking systems of its weaker members, this time with Cyprus. Continued political tensions in Greece, sluggish economic growth and worries about a U.S. tapering depressed relative returns through mid-year, before the market rallied in response to stabilization of political and banking system risk. Asia was relatively strong throughout the year, primarily due to the prospect of renewed stimulus by Japan’s Central Bank and a beneficial exchange rate. Emerging market stocks lagged on concerns about China’s slowing economic growth as well as political tensions in Brazil, Turkey, North Korea and the Middle East, and steadily declining commodity prices.

Performance in the fixed-income markets was driven by a sustained period of rising rates throughout most of the reporting period. Long-term Treasury yields rose meaningfully during the period, moving from a low of 1.70% in October 2012 to a high of 3.00% in September 2013 on anticipation of the tapering of Fed policy, but fell to 2.54% by the end of October as those concerns

faded. The broadly based Barclays U.S. Aggregate Bond Index posted a total return of -1.1% for the reporting period. Long-duration benchmarks showed negative relative performance, with the Barclays Long U.S. Treasury Index down 9.3%. A generally benign economic environment allowed a narrowing of most credit spreads, resulting in positive performance for high-yield and emerging market benchmarks. Municipal bonds performed largely in line with the broader index, as the positive impact from the gradual improvement in economic conditions was offset by a few high-profile events, such as the fears of a possible default of Puerto Rico, the third-largest municipal issuer behind California and New York.

Index	Fiscal Year Total Return
S&P 500®		27.18%
Russell 1000® Growth		28.30%
Russell 1000® Value		28.29%
Russell 2000®		36.28%
MSCI World ex USA		24.65%
MSCI Emerging Markets		6.53%
Barclays U.S. Aggregate Bond		-1.08%
Barclays U.S. 10-20 Year Treasury Bond		-5.23%
Barclays U.S. 1-3 Year Government/Credit Bond		0.77%
Barclays Municipal Bond		-1.72%
Barclays U.S. Corporate High Yield		8.87%
Barclays Emerging Markets USD Aggregate Bond		-1.24%

3

Fund Commentary Nationwide Investor Destinations Aggressive Fund

For the annual period ended October 31, 2013, the Nationwide Investor Destinations Aggressive Fund (Service Class) returned 26.04% versus 25.20% for its composite benchmark*, 60% Russell 3000® Index, 30% MSCI EAFE® Index and 10% Barclays U.S. Aggregate Bond Index. For broader comparison, the median return for the Fund’s closest Lipper peer category of Global Multi-Cap Core Funds (consisting of 148 funds as of October 31, 2013) was 24.13% for the same time period.

*The Fund changed its composite benchmark on September 30, 2013. The Fund’s former composite benchmark, comprising 95% S&P 500® Index and 5% Barclays U.S. Aggregate Bond Index, returned 25.64% for the annual period ended October 31, 2013.

The Fund’s return for the 12-month period covered in this report was primarily driven by strong positive returns across the equity markets in the U.S. and foreign developed countries. In general, U.S. equity markets led the way as large-, mid- and small-capitalization stocks posted double-digit gains. Specifically, the S&P 500 Index (representing large-cap stocks) rose more than 27%, S&P MidCap 400® Index (mid-cap stocks) increased more than 33% and Russell 2000® Index (small-cap stocks) gained more than 36%. During the period, the U.S. Federal Reserve (Fed) reaffirmed its intent to support the economy by maintaining its pace of asset purchases, helping to underpin the gains delivered in the U.S. equity markets.

The equity markets within foreign developed countries (as distinguished from emerging market countries) generally posted double-digit returns as well. The MSCI EAFE Index (representing developed international markets) posted a gain of nearly 27% during the period. Concerns regarding political and economic uncertainty in various parts of the eurozone receded further from the headlines and were also helped by the Fed’s decision not to taper (gradually reduce) its pace of asset purchases and the dissipation of tensions in Syria.

With regard to intermediate-term, investment-grade U.S. fixed-income bonds, the Barclays U.S. Aggregate Bond Index (representing such U.S. bonds) posted a negative return of -1.08% during the period. Interest rates on the bellwether 10-year U.S. Treasury note increased nearly 100 basis points during the period, beginning November 2012 at 1.62%, increasing to 3.00% by early September 2013 and easing back at the end of the period to 2.56% after the Fed’s announcement to postpone the tapering of its asset purchases. The rise in interest rates generally coincided with an increase in intermediate- and long-term bond prices and a decrease in bond returns for the period as a whole. Short-term bond interest rates remained range-bound near zero, effectively keeping returns in the very low single digits.

The returns from the Fund’s investments in the Nationwide S&P 500 Index Fund and Nationwide International Index Fund, combined with their sizable allocations within the Fund, made these underlying funds the largest contributors to the Fund’s return during the period, as shown in the chart below.

The negative return from the Fund’s investment in the Nationwide Bond Index Fund made this underlying fund the sole detractor from the Fund’s return during the period, as shown in the chart below.

Portfolio Manager:

Thomas R. Hickey Jr., Nationwide Fund Advisors

The Fund is designed to provide diversification across a variety of asset classes, primarily by investing in underlying funds. Therefore, in addition to the expenses of the Fund, each investor is indirectly paying a proportionate share of the applicable fees and expenses of its underlying funds.

Investments in the Fund are subject to the risks of its underlying funds. Please refer to the summary prospectus for a more detailed explanation of the Fund’s principal risks.

The Fund may invest in the Nationwide Contract, which is a fixed interest contract issued and guaranteed by Nationwide Life Insurance Company (Nationwide), an affiliate of the Fund’s investment adviser, Nationwide Fund Advisors. If Nationwide becomes unable to meet this guarantee, a Fund that invests in the Nationwide Contract may lose money from unpaid principal or unpaid or reduced interest.

4

Fund Commentary (con’t.) Nationwide Investor Destinations Aggressive Fund

Asset allocation is the process of spreading assets across several different investment styles and asset classes. The purpose is to potentially reduce long-term risk and capture potential profits across various asset classes.

There is no assurance that the investment objective of any fund (or that of any underlying fund) will be achieved or that a diversified portfolio will produce better results than a nondiversified portfolio. Diversification does not guarantee returns or insulate an investor from potential losses, including the possible loss of principal.

A description of the benchmarks can be found on the Market Index Definitions page at the back of this book.

Note: On September 30, 2013, important changes were made to the Fund’s allocations, including the addition of two more underlying investments — Nationwide Alternatives Allocation Fund and Nationwide Core Plus Bond Fund. These new underlying investments are included in the chart to the right, but are not included in the chart below.

Actual Underlying Fund Allocations

(as of October 31, 2013)

Nationwide S&P 500 Index Fund	32%
Nationwide International Index Fund	27%
Nationwide Mid Cap Market Index Fund	14%
Nationwide Small Cap Index Fund	13%
Nationwide Alternatives Allocation Fund	10%
Nationwide Bond Index Fund	2%
Nationwide Core Plus Bond Fund	2%
	100%

Actual underlying fund allocations in the chart above are stated as a percentage of the Fund’s total net assets. Allocations may change over time in order for the Fund to meet its objective or due to market and/or economic conditions.

Contributions of Underlying Funds to Fund Performance

(For the year ended October 31, 2013)

The contribution of underlying funds to Fund performance is based on target underlying fund allocations through the reporting period. Returns reflect the impact of each underlying fund’s fees and expenses, but do not reflect the Nationwide Investor Destinations Aggressive Fund’s fees and expenses. Performance is based on the 12-month trailing returns of the underlying funds and their respective allocation on the last day of the reporting period, October 31, 2013, and may not result in the annualized return of the Fund. The Nationwide Alternatives Allocation Fund and Nationwide Core Plus Bond Fund are not shown since they were held as underlying investments for only one month of the reporting period. Day-to-day market activity will likely cause the Fund’s target allocations to fluctuate. Under ordinary circumstances, Nationwide Fund Advisors periodically will rebalance the assets of the Fund in order to conform its actual allocations to those stated in the then-current prospectus. The asset class target allocations are subject to change at any time and without notice. For more information, refer to the Fund’s prospectus.

5

Fund Overview Nationwide Investor Destinations Aggressive Fund

Objective

The Fund seeks to maximize total investment return for an aggressive level of risk.

Highlights

Ÿ The Fund’s investments in U.S. and foreign developed market mutual funds account for more than 85% of its allocations and contributed more than 95% to the returns of the Fund during the period

Ÿ The Fund’s principal investment in U.S. bonds detracted from returns during the period

Ÿ The Fund recently added exposures to six additional asset classes within two additional underlying funds that are intended to help diversify the sources of risk and return for the Fund

Asset Allocation†

Equity Funds	86.1%
Alternative Assets	10.0%
Fixed Income Funds	3.9%
Liabilities in excess of other assets††	0.0%
	100.0%

Top Holdings†††

Nationwide S&P 500 Index Fund, Institutional Class	32.1%
Nationwide International Index Fund, Institutional Class	26.9%
Nationwide Mid Cap Market Index Fund, Institutional Class	14.1%
Nationwide Small Cap Index Fund, Institutional Class	12.9%
Nationwide Alternatives Allocation Fund, Institutional Class	10.0%
Nationwide Bond Index Fund, Institutional Class	2.0%
Nationwide Core Plus Bond Fund, Institutional Class	2.0%
	100.0%

† Percentages indicated are based upon net assets as of October 31, 2013.

†† Amount rounds to less than 0.1%.

††† Percentages indicated are based upon total investments as of October 31, 2013.

6

Fund Performance Nationwide Investor Destinations Aggressive Fund

Average Annual Total Return

(For periods ended October 31, 2013)		1 Yr.		5 Yr.		10 Yr.
Class A	w/o SC1		26.24%		13.92%		7.44%
	w/SC2		18.95%		12.57%		6.80%
Class B	w/o SC1		25.29%		13.13%		6.69%
	w/SC3		20.29%		12.89%		6.69%
Class C	w/o SC1		25.26%		13.12%		6.67%
	w/SC4		24.26%		13.12%		6.67%
Class R25,6			25.73%		13.52%		7.15%
Institutional Class5,7			26.57%		14.26%		7.74%
Service Class5			26.04%		13.81%		7.33%

Expense Ratios

	Expense Ratio*
Class A	0.77%
Class B	1.47%
Class C	1.47%
Class R2	1.11%
Institutional Class	0.47%
Service Class	0.87%

*Current effective prospectus dated March 1, 2013. Expenses also include indirect underlying fund expenses. Please see the Fund’s most recent prospectus for details.

All figures showing the effect of a sales charge (SC) reflect the maximum charge possible, because it has the most significant effect on performance data.

¹  These returns do not reflect the effects of SCs.

²  A 5.75% front-end sales charge was deducted.

³  A 5.00% maximum contingent deferred sales charge (CDSC) was deducted. The CDSC declines to 0% after 6 years and is not deducted from returns after 6 years.

⁴  A 1.00% CDSC was deducted from the one year return because it is charged when you sell Class C shares within the first year after purchase.

⁵  Not subject to any SCs.

⁶  Effective February 28, 2009, Class R Shares were renamed Class R2 Shares.

⁷  These returns until the creation of Institutional Class shares (12/29/04) include the performance of the Fund’s Class B shares. The returns have been adjusted for the fact that Institutional Class shares do not have any applicable SCs but have not been adjusted for the lower expenses applicable to Institutional Class shares. Excluding the effect of any fee waivers or reimbursements, such prior performance is similar to what Institutional Class shares would have produced because the Institutional Class shares invest in the same portfolio of securities as Class B shares.

7

Fund Performance (con’t.) Nationwide Investor Destinations Aggressive Fund

Performance of a $10,000 Investment

Investment return and principal value will fluctuate, and when redeemed, shares may be worth more or less than original cost. Past performance is no guarantee of future results and does not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares. Investing in mutual funds involves market risk, including loss of principal. Performance returns assume the reinvestment of all distributions.

Comparative performance of $10,000 invested in Service Class shares of the Nationwide Investor Destinations Aggressive Fund versus the Russell 3000® Index (current benchmark), the S&P 500^® Index (former benchmark), the Barclays U.S. Aggregate Bond Index, the MSCI EAFE® Index, the Current Composite Index*, the Former Composite Index** and the Consumer Price Index (CPI) over the 10-year period ended 10/31/13. Unlike the Fund, the performance for these unmanaged indexes does not reflect any fees, expenses, or sales charges. Investors cannot invest directly in market indexes. A description of the benchmarks can be found on the Market Index Definitions page at the back of this book.

* The Current Composite Index comprises 60% Russell 3000® Index, 30% MSCI EAFE® Index and 10% Barclays U.S. Aggregate Bond Index.

** The Former Composite Index comprises 95% S&P 500® Index and 5% Barclays U.S. Aggregate Bond Index.

8

Shareholder Expense Example Nationwide Investor Destinations Aggressive Fund

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, including sales charges (loads) paid on purchase payments and redemption fees; and (2) ongoing costs, including investment advisory fees, administration fees, distribution fees and other Fund expenses. The examples below are intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds. Per Securities and Exchange Commission (“SEC”) requirements, the examples assume that you had a $1,000 investment in the Class at the beginning of the reporting period (May 1, 2013) and continued to hold your shares at the end of the reporting period (October 31, 2013).

Actual Expenses

For each Class of the Fund in the table below, the first line provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid from May 1, 2013 through October 31, 2013. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line of each Class under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.

Hypothetical Expenses for Comparison Purposes

The second line of each Class in the table below provides information about hypothetical account values and hypothetical expenses based on the Class’ actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Class’ actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period from May 1, 2013 through October 31, 2013. You may use this information to compare the ongoing costs of investing in the Class of the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transaction costs, such as sales charges (loads) or redemption fees. If these transaction costs were included, your costs would have been higher. Therefore, the second line for each Class in the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. The examples also assume all dividends and distributions are reinvested.

Schedule of Shareholder Expenses

Expense Analysis of a $1,000 Investment

Nationwide Investor Destinations Aggressive Fund October 31, 2013			Beginning Account Value ($) 05/01/13	Ending Account Value ($) 10/31/13	Expenses Paid During Period ($) 05/01/13 - 10/31/13a	Expense Ratio During Period (%) 05/01/13 - 10/31/13a
Class A Shares	Actual	b	1,000.00	1,097.00	2.64	0.50
	Hypothetical	b,c	1,000.00	1,022.68	2.55	0.50
Class B Shares	Actual	b	1,000.00	1,093.70	6.28	1.19
	Hypothetical	b,c	1,000.00	1,019.21	6.06	1.19
Class C Shares	Actual	b	1,000.00	1,093.50	6.28	1.19
	Hypothetical	b,c	1,000.00	1,019.21	6.06	1.19
Class R2 Shares	Actual	b	1,000.00	1,095.60	4.44	0.84
	Hypothetical	b,c	1,000.00	1,020.97	4.28	0.84
Institutional Class Shares	Actual	b	1,000.00	1,099.70	1.01	0.19
	Hypothetical	b,c	1,000.00	1,024.25	0.97	0.19
Service Class Shares	Actual	b	1,000.00	1,097.30	3.17	0.60
	Hypothetical	b,c	1,000.00	1,022.18	3.06	0.60

a Expenses are based on the direct expenses of the Fund and do not include the effect of the underlying Funds’ expenses, which are disclosed in the Fee and Expense table and described more fully in a footnote to that table in your Fund Prospectus.

b Expenses are equal to the Fund’s annualized expense ratio multiplied by the average account value from May 1, 2013 through October 31, 2013 multiplied to reflect one-half year period. The expense ratio presented represents a six-month, annualized ratio in accordance with Securities and Exchange Commission guidelines.

c Represents the hypothetical 5% return before expenses.

9

Statement of Investments

October 31, 2013

Nationwide Investor Destinations Aggressive Fund

Mutual Funds 100.0%
	Shares		Market Value
Alternative Assets 10.0%
Nationwide Alternatives Allocation Fund, Institutional Class (a)		12,437,363	$	122,134,901
Total Alternative Assets (cost $120,667,241)				122,134,901
Equity Funds 86.1%
Nationwide International Index Fund, Institutional Class (a)		39,097,287		330,372,078
Nationwide Mid Cap Market Index Fund, Institutional Class (a)		9,176,215		172,329,310
Nationwide S&P 500 Index Fund, Institutional Class (a)		27,017,297		393,912,196
Nationwide Small Cap Index Fund, Institutional Class (a)		10,069,135		158,588,875
Total Equity Funds (cost $784,789,092)				1,055,202,459
Fixed Income Funds 3.9%
Nationwide Bond Index Fund, Institutional Class (a)		2,138,138		24,203,719
Nationwide Core Plus Bond Fund, Institutional Class (a)		2,357,293		24,091,538
Total Fixed Income Funds (cost $48,856,685)				48,295,257
Total Mutual Funds (cost $954,313,018)				1,225,632,617
Total Investments (cost $954,313,018) (b) — 100.0%				1,225,632,617
Liabilities in excess of other assets — 0.0%†				(459,418	)
NET ASSETS — 100.0%			$	1,225,173,199

(a) Investment in affiliate.

(b) See notes to financial statements for tax unrealized appreciation/(depreciation) of securities.

† Amount rounds to less than 0.1%.

The accompanying notes are an integral part of these financial statements.

10

Statement of Assets and Liabilities

October 31, 2013

	Nationwide Investor Destinations Aggressive Fund
Assets:
Investments in affiliates, at value (cost $954,313,018)	$	1,225,632,617
Cash		77
Receivable for investments sold		503,945
Receivable for capital shares issued		1,298,966
Prepaid expenses		31,702
Total Assets		1,227,467,307
Liabilities:
Payable for capital shares redeemed		1,573,822
Accrued expenses and other payables:
Investment advisory fees		133,913
Fund administration fees		32,533
Distribution fees		303,391
Administrative servicing fees		189,436
Accounting and transfer agent fees		21,361
Trustee fees		2,190
Custodian fees		4,073
Compliance program costs (Note 3)		793
Professional fees		20,078
Printing fees		11,128
Other		1,390
Total Liabilities		2,294,108
Net Assets	$	1,225,173,199
Represented by:
Capital	$	984,754,156
Accumulated undistributed net investment income		82,090
Accumulated net realized losses from affiliated investments		(30,982,646	)
Net unrealized appreciation/(depreciation) from investments in affiliates		271,319,599
Net Assets	$	1,225,173,199
Net Assets:
Class A Shares	$	59,507,180
Class B Shares		3,938,655
Class C Shares		71,452,684
Class R2 Shares		108,654,200
Institutional Class Shares		118,716,482
Service Class Shares		862,903,998
Total	$	1,225,173,199
Shares Outstanding (unlimited number of shares authorized):
Class A Shares		5,408,237
Class B Shares		364,282
Class C Shares		6,643,994
Class R2 Shares		10,031,716
Institutional Class Shares		10,688,167
Service Class Shares		78,324,552
Total		111,460,948

11

Statement of Assets and Liabilities (Continued)

October 31, 2013

	Nationwide Investor Destinations Aggressive Fund
Net asset value and redemption price per share (Net assets by class divided by shares outstanding by class, respectively):
Class A Shares (a)	$	11.00
Class B Shares (b)	$	10.81
Class C Shares (c)	$	10.75
Class R2 Shares	$	10.83
Institutional Class Shares	$	11.11
Service Class Shares	$	11.02
Maximum offering price per share (100%/(100%-maximum sales charge) of net asset value adjusted to the nearest cent):
Class A Shares	$	11.67
Maximum Sales Charge:
Class A Shares		5.75	%

(a) For Class A Shares, the redemption price per share is reduced by 1.00% on sales of shares of original purchases of $1,000,000 or more or that were not subject to a front-end sales charge made within 18 months of the purchase date.

(b) For Class B Shares, the redemption price per share varies by the length of time shares are held.

(c) For Class C Shares, the redemption price per share is reduced by 1.00% for shares held less than one year.

The accompanying notes are an integral part of these financial statements.

12

Statement of Operations

For the Year Ended October 31, 2013

	Nationwide Investor Destinations Aggressive Fund
INVESTMENT INCOME:
Dividend income from affiliates	$	24,101,039
Total Income		24,101,039
EXPENSES:
Investment advisory fees		1,471,070
Fund administration fees		326,120
Distribution fees Class A		135,456
Distribution fees Class B		46,672
Distribution fees Class C		637,652
Distribution fees Class R2		510,117
Distribution fees Service Class		2,018,622
Administrative servicing fees Class A		26,129
Administrative servicing fees Class R2		155,732
Administrative servicing fees Service Class		1,257,326
Registration and filing fees		69,697
Professional fees		52,727
Printing fees		24,827
Trustee fees		39,632
Custodian fees		42,572
Accounting and transfer agent fees		145,916
Compliance program costs (Note 3)		4,232
Other		26,289
Total expenses before earnings credit		6,990,788
Earnings credit (Note 5)		(1	)
Net Expenses		6,990,787
NET INVESTMENT INCOME		17,110,252
REALIZED/UNREALIZED GAINS (LOSSES) FROM INVESTMENTS:
Net realized gain distributions from underlying affiliated funds		14,031,985
Net realized losses from investment transactions with affiliates		(2,571,213	)
Net realized gains from affiliated investments		11,460,772
Net change in unrealized appreciation/(depreciation) from investments in affiliates		232,591,753
Net realized/unrealized gains from affiliated investments		244,052,525
CHANGE IN NET ASSETS RESULTING FROM OPERATIONS	$	261,162,777

The accompanying notes are an integral part of these financial statements.

13

Statements of Changes in Net Assets

	Nationwide Investor Destinations Aggressive Fund
	Year Ended October 31, 2013			Year Ended October 31, 2012
Operations:
Net investment income	$	17,110,252		$	13,488,926
Net realized gains from affiliated investments		11,460,772			3,368,487
Net change in unrealized appreciation/(depreciation) from investments in affiliates		232,591,753			84,900,154
Change in net assets resulting from operations		261,162,777			101,757,567
Distributions to Shareholders From:
Net investment income:
Class A		(968,045	)		(782,878	)
Class B		(55,790	)		(58,355	)
Class C		(675,982	)		(523,364	)
Class R2		(1,424,243	)		(1,126,053	)
Institutional Class		(1,928,613	)		(1,416,774	)
Service Class		(13,132,526	)		(10,596,686	)
Net realized gains:
Class A		(572,967	)		(102,998	)
Class B		(56,776	)		(15,271	)
Class C		(637,640	)		(121,921	)
Class R2		(1,028,497	)		(184,154	)
Institutional Class		(921,180	)		(145,546	)
Service Class		(8,184,292	)		(1,466,350	)
Change in net assets from shareholder distributions		(29,586,551	)		(16,540,350	)
Change in net assets from capital transactions		(47,705,603	)		(38,589,262	)
Change in net assets		183,870,623			46,627,955
Net Assets:
Beginning of year		1,041,302,576			994,674,621
End of year	$	1,225,173,199		$	1,041,302,576
Accumulated undistributed net investment income at end of year	$	82,090		$	–
CAPITAL TRANSACTIONS:
Class A Shares
Proceeds from shares issued	$	15,322,388		$	10,261,493
Dividends reinvested		1,039,315			580,205
Cost of shares redeemed		(19,061,602	)		(15,175,604	)
Total Class A Shares		(2,699,899	)		(4,333,906	)
Class B Shares
Proceeds from shares issued		175,032			112,217
Dividends reinvested		86,638			51,121
Cost of shares redeemed		(2,810,581	)		(3,090,647	)
Total Class B Shares		(2,548,911	)		(2,927,309	)
Class C Shares
Proceeds from shares issued		11,975,603			6,102,521
Dividends reinvested		572,226			264,082
Cost of shares redeemed		(11,464,078	)		(12,798,033	)
Total Class C Shares		1,083,751			(6,431,430	)

14

Statements of Changes in Net Assets (Continued)

	Nationwide Investor Destinations Aggressive Fund
	Year Ended October 31, 2013			Year Ended October 31, 2012
CAPITAL TRANSACTIONS: (continued)
Class R2 Shares
Proceeds from shares issued	$	11,886,523		$	10,780,294
Dividends reinvested		2,357,861			1,260,389
Cost of shares redeemed		(17,978,126	)		(16,565,388	)
Total Class R2 Shares		(3,733,742	)		(4,524,705	)
Institutional Class Shares
Proceeds from shares issued		62,767,157			20,738,085
Dividends reinvested		2,849,793			1,562,320
Cost of shares redeemed		(52,343,098	)		(14,117,451	)
Total Institutional Class Shares		13,273,852			8,182,954
Service Class Shares
Proceeds from shares issued		57,991,604			48,881,901
Dividends reinvested		21,316,629			12,062,908
Cost of shares redeemed		(132,388,887	)		(89,499,675	)
Total Service Class Shares		(53,080,654	)		(28,554,866	)
Change in net assets from capital transactions	$	(47,705,603	)	$	(38,589,262	)
SHARE TRANSACTIONS:
Class A Shares
Issued		1,559,786			1,184,816
Reinvested		111,899			70,182
Redeemed		(1,969,347	)		(1,769,322	)
Total Class A Shares		(297,662	)		(514,324	)
Class B Shares
Issued		18,323			16,824
Reinvested		9,696			6,431
Redeemed		(292,860	)		(365,643	)
Total Class B Shares		(264,841	)		(342,388	)
Class C Shares
Issued		1,223,229			727,426
Reinvested		64,114			33,173
Redeemed		(1,178,718	)		(1,526,263	)
Total Class C Shares		108,625			(765,664	)
Class R2 Shares
Issued		1,229,532			1,270,454
Reinvested		259,973			155,613
Redeemed		(1,816,307	)		(1,944,412	)
Total Class R2 Shares		(326,802	)		(518,345	)
Institutional Class Shares
Issued		6,223,977			2,378,555
Reinvested		301,972			185,987
Redeemed		(5,214,478	)		(1,624,207	)
Total Institutional Class Shares		1,311,471			940,335

15

Statements of Changes in Net Assets (Continued)

	Nationwide Investor Destinations Aggressive Fund
	Year Ended October 31, 2013			Year Ended October 31, 2012
SHARE TRANSACTIONS: (continued)
Service Class Shares
Issued		5,841,621			5,704,825
Reinvested		2,299,608			1,458,610
Redeemed		(13,366,053	)		(10,368,289	)
Total Service Class Shares		(5,224,824	)		(3,204,854	)
Total change in shares		(4,694,033	)		(4,405,240	)

Amount designated as “–” is zero or has been rounded to zero.

The accompanying notes are an integral part of these financial statements.

16

Financial Highlights

Selected data for each share of capital outstanding throughout the periods indicated

Nationwide Investor Destinations Aggressive Fund

			Operations						Distributions													Ratios/Supplemental Data
	Net Asset Value, Beginning of Period		Net Investment Income		Net Realized and Unrealized Gains from Investments		Total from Operations		Net Investment Income			Net Realized Gains			Total Distributions			Net Asset Value, End of Period		Total Return (a)		Net Assets at End of Period		Ratio of Expenses to Average Net Assets		Ratio of Net Investment Income to Average Net Assets		Ratio of Expenses (Prior to Reimbursements) to Average Net Assets		Portfolio Turnover (b)
Class A Shares
Year Ended October 31, 2013 (c)	$	8.97		0.17		2.13		2.30		(0.17	)		(0.10	)		(0.27	)	$	11.00		26.24%	$	59,507,180		0.49%		1.69%		0.49%		22.52%
Year Ended October 31, 2012 (c)	$	8.26		0.13		0.73		0.86		(0.13	)		(0.02	)		(0.15	)	$	8.97		10.56%	$	51,210,338		0.50%		1.44%		0.50%		11.55%
Year Ended October 31, 2011 (c)	$	8.13		0.13		0.14		0.27		(0.14	)		–			(0.14	)	$	8.26		3.24%	$	51,388,289		0.48%		1.54%		0.48%		9.70%
Year Ended October 31, 2010 (c)	$	7.30		0.11		1.02		1.13		(0.10	)		(0.20	)		(0.30	)	$	8.13		15.81%	$	49,682,066		0.49%		1.44%		0.49%		8.89%
Year Ended October 31, 2009 (c)	$	7.02		0.13		0.78		0.91		(0.13	)		(0.50	)		(0.63	)	$	7.30		14.98%	$	39,797,434		0.55%		1.99%		0.55%		11.99%
Class B Shares
Year Ended October 31, 2013 (c)	$	8.82		0.10		2.09		2.19		(0.10	)		(0.10	)		(0.20	)	$	10.81		25.29%	$	3,938,655		1.20%		1.08%		1.20%		22.52%
Year Ended October 31, 2012 (c)	$	8.11		0.07		0.73		0.80		(0.07	)		(0.02	)		(0.09	)	$	8.82		9.91%	$	5,548,111		1.20%		0.77%		1.20%		11.55%
Year Ended October 31, 2011 (c)	$	7.99		0.08		0.12		0.20		(0.08	)		–			(0.08	)	$	8.11		2.47%	$	7,883,490		1.21%		0.91%		1.21%		9.70%
Year Ended October 31, 2010 (c)	$	7.19		0.06		1.01		1.07		(0.07	)		(0.20	)		(0.27	)	$	7.99		15.10%	$	11,618,585		1.20%		0.75%		1.20%		8.89%
Year Ended October 31, 2009 (c)	$	6.93		0.08		0.77		0.85		(0.09	)		(0.50	)		(0.59	)	$	7.19		14.11%	$	12,280,157		1.22%		1.32%		1.22%		11.99%
Class C Shares
Year Ended October 31, 2013 (c)	$	8.78		0.09		2.09		2.18		(0.11	)		(0.10	)		(0.21	)	$	10.75		25.26%	$	71,452,684		1.19%		0.92%		1.19%		22.52%
Year Ended October 31, 2012 (c)	$	8.08		0.07		0.72		0.79		(0.07	)		(0.02	)		(0.09	)	$	8.78		9.90%	$	57,370,350		1.20%		0.76%		1.20%		11.55%
Year Ended October 31, 2011 (c)	$	7.97		0.07		0.12		0.19		(0.08	)		–			(0.08	)	$	8.08		2.36%	$	59,022,254		1.21%		0.86%		1.21%		9.70%
Year Ended October 31, 2010 (c)	$	7.17		0.06		1.01		1.07		(0.07	)		(0.20	)		(0.27	)	$	7.97		15.15%	$	67,454,100		1.20%		0.75%		1.20%		8.89%
Year Ended October 31, 2009 (c)	$	6.91		0.09		0.76		0.85		(0.09	)		(0.50	)		(0.59	)	$	7.17		14.15%	$	70,213,439		1.22%		1.36%		1.22%		11.99%
Class R2 Shares (d)
Year Ended October 31, 2013 (c)	$	8.84		0.12		2.11		2.23		(0.14	)		(0.10	)		(0.24	)	$	10.83		25.73%	$	108,654,200		0.85%		1.27%		0.85%		22.52%
Year Ended October 31, 2012 (c)	$	8.14		0.09		0.73		0.82		(0.10	)		(0.02	)		(0.12	)	$	8.84		10.23%	$	91,551,218		0.84%		1.10%		0.84%		11.55%
Year Ended October 31, 2011 (c)	$	8.01		0.10		0.14		0.24		(0.11	)		–			(0.11	)	$	8.14		2.90%	$	88,524,201		0.85%		1.18%		0.85%		9.70%
Year Ended October 31, 2010 (c)	$	7.21		0.08		1.01		1.09		(0.09	)		(0.20	)		(0.29	)	$	8.01		15.41%	$	84,348,618		0.84%		1.07%		0.84%		8.89%
Year Ended October 31, 2009 (c)	$	6.95		0.10		0.77		0.87		(0.11	)		(0.50	)		(0.61	)	$	7.21		14.53%	$	64,237,573		0.87%		1.56%		0.87%		11.99%
Institutional Class Shares
Year Ended October 31, 2013 (c)	$	9.06		0.19		2.16		2.35		(0.20	)		(0.10	)		(0.30	)	$	11.11		26.57%	$	118,716,482		0.19%		1.88%		0.19%		22.52%
Year Ended October 31, 2012 (c)	$	8.34		0.15		0.75		0.90		(0.16	)		(0.02	)		(0.18	)	$	9.06		11.05%	$	84,918,686		0.20%		1.74%		0.20%		11.55%
Year Ended October 31, 2011 (c)	$	8.20		0.15		0.15		0.30		(0.16	)		–			(0.16	)	$	8.34		3.49%	$	70,317,290		0.21%		1.78%		0.21%		9.70%
Year Ended October 31, 2010 (c)	$	7.36		0.13		1.04		1.17		(0.13	)		(0.20	)		(0.33	)	$	8.20		16.19%	$	57,247,781		0.20%		1.71%		0.20%		8.89%
Year Ended October 31, 2009 (c)	$	7.08		0.14		0.79		0.93		(0.15	)		(0.50	)		(0.65	)	$	7.36		15.23%	$	42,570,681		0.22%		2.17%		0.22%		11.99%
Service Class Shares
Year Ended October 31, 2013 (c)	$	8.99		0.15		2.14		2.29		(0.16	)		(0.10	)		(0.26	)	$	11.02		26.04%	$	862,903,998		0.60%		1.53%		0.60%		22.52%
Year Ended October 31, 2012 (c)	$	8.27		0.12		0.74		0.86		(0.12	)		(0.02	)		(0.14	)	$	8.99		10.56%	$	750,703,873		0.60%		1.34%		0.60%		11.55%
Year Ended October 31, 2011 (c)	$	8.14		0.12		0.13		0.25		(0.12	)		–			(0.12	)	$	8.27		3.09%	$	717,539,097		0.61%		1.43%		0.61%		9.70%
Year Ended October 31, 2010 (c)	$	7.32		0.10		1.03		1.13		(0.11	)		(0.20	)		(0.31	)	$	8.14		15.66%	$	719,252,841		0.59%		1.34%		0.59%		8.89%
Year Ended October 31, 2009 (c)	$	7.04		0.12		0.79		0.91		(0.13	)		(0.50	)		(0.63	)	$	7.32		14.91%	$	640,465,271		0.63%		1.87%		0.63%		11.99%

Amounts designated as “ – “are zero or have been rounded to zero.

(a) Excludes sales charge.

(b) Portfolio turnover is calculated on the basis of the Fund as a whole without distinguishing among the classes of shares.

(c) Per share calculations were performed using average shares method.

(d) Effective February 28, 2009, Class R Shares were renamed Class R2 Shares.

The accompanying notes are an integral part of these financial statements.

17

Fund Commentary Nationwide Investor Destinations Moderately Aggressive Fund

For the annual period ended October 31, 2013, the Nationwide Investor Destinations Moderately Aggressive Fund (Service Class) returned 21.37% versus 22.18% for its composite benchmark*, 55% Russell 3000® Index, 25% MSCI EAFE® Index, 15% Barclays U.S. Aggregate Bond Index and 5% Barclays U.S. 1-3 Year Government/Credit Bond Index. For broader comparison, the median return for the Fund’s closest Lipper peer category of Mixed-Asset Target Allocation Growth Funds (consisting of 561 funds as of October 31, 2013) was 17.94% for the same time period.

*The Fund changed its composite benchmark on September 30, 2013. The Fund’s former composite benchmark, comprising 80% S&P 500® Index, 15% Barclays U.S. Aggregate Bond Index and 5% Citigroup 3-Month Treasury Bill Index, returned 21.16% for the annual period ended October 31, 2013.

The Fund’s return for the 12-month period covered in this report was primarily driven by strong positive returns across the equity markets in the U.S. and foreign developed countries. In general, U.S. equity markets led the way as large-, mid- and small-capitalization stocks posted double-digit gains. Specifically, the S&P 500 Index (representing large-cap stocks) rose more than 27%, S&P MidCap 400® Index (mid-cap stocks) increased more than 33% and Russell 2000® Index (small-cap stocks) gained more than 36%. During the period, the U.S. Federal Reserve (Fed) reaffirmed its intent to support the economy by maintaining its pace of asset purchases, helping to underpin the gains delivered in the U.S. equity markets.

The equity markets within foreign developed countries (as distinguished from emerging market countries) generally posted double-digit returns as well. The MSCI EAFE Index (representing developed international markets) posted a gain of nearly 27% during the period. Concerns regarding political and economic uncertainty in various parts of the eurozone receded further from the headlines and were also helped by the Fed’s decision not to taper (gradually reduce) its pace of asset purchases and the dissipation of tensions in Syria.

With regard to intermediate-term, investment-grade U.S. fixed-income bonds, the Barclays U.S. Aggregate Bond Index (representing such U.S. bonds) posted a negative return of -1.08% during the period. Interest rates on the bellwether 10-year U.S. Treasury note increased nearly 100 basis points during the period, beginning November 2012 at 1.62%, increasing to 3.00% by early September 2013 and easing back at the end of the period to 2.56% after the Fed’s announcement to postpone the tapering of its asset purchases. The rise in interest rates generally coincided with an increase in intermediate- and long-term bond prices and a decrease in bond returns for the period as a whole. Short-term bond interest rates remained range-bound near zero, effectively keeping returns in the very low single digits.

The returns from the Fund’s investments in the Nationwide S&P 500 Index Fund and Nationwide International Index Fund, combined with their sizable allocations within the Fund, made these underlying funds the largest contributors to the Fund’s return during the period, as shown in the chart below.

The negative returns from the Fund’s investments in the Nationwide Bond Index Fund made this underlying fund the only detractor from the Fund’s return during the period, as shown in the chart below.

Portfolio Manager:

Thomas R. Hickey Jr., Nationwide Fund Advisors

The Fund is designed to provide diversification across a variety of asset classes, primarily by investing in underlying funds. Therefore, in addition to the expenses of the Fund, each investor is indirectly paying a proportionate share of the applicable fees and expenses of its underlying funds.

Investments in the Fund are subject to the risks of its underlying funds. Please refer to the summary prospectus for a more detailed explanation of the Fund’s principal risks.

The Fund may invest in the Nationwide Contract, which is a fixed interest contract issued and guaranteed by Nationwide Life Insurance Company (Nationwide), an affiliate of the Fund’s investment adviser, Nationwide Fund Advisors. If Nationwide becomes unable to meet this guarantee, a Fund that invests in the Nationwide Contract may lose money from unpaid principal or unpaid or reduced interest.

18

Fund Commentary (con’t.) Nationwide Investor Destinations Moderately Aggressive Fund

Asset allocation is the process of spreading assets across several different investment styles and asset classes. The purpose is to potentially reduce long-term risk and capture potential profits across various asset classes.

There is no assurance that the investment objective of any fund (or that of any underlying fund) will be achieved or that a diversified portfolio will produce better results than a nondiversified portfolio. Diversification does not guarantee returns or insulate an investor from potential losses, including the possible loss of principal.

A description of the benchmarks can be found on the Market Index Definitions page at the back of this book.

Note: On September 30, 2013, important changes were made to the Fund’s allocations, including the addition of four more underlying investments — Nationwide Alternatives Allocation Fund, Nationwide Core Plus Bond Fund, Nationwide HighMark Short Term Bond Fund and Nationwide Ziegler Equity Income Fund. These new underlying investments are included in the chart to the right, but are not included in the chart below.

Actual Underlying Fund Allocations

(as of October 31, 2013)

Nationwide S&P 500 Index Fund	28%
Nationwide International Index Fund	25%
Nationwide Mid Cap Market Index Fund	12%
Nationwide Alternatives Allocation Fund	10%
Nationwide Small Cap Index Fund	10%
Nationwide Bond Index Fund	6%
Nationwide Core Plus Bond Fund	4%
Nationwide Contract	2%
Nationwide HighMark Short Term Bond Fund	2%
Nationwide Ziegler Equity Income Fund	1%
	100%

Actual underlying fund allocations in the chart above are stated as a percentage of the Fund’s total net assets. Allocations may change over time in order for the Fund to meet its objective or due to market and/or economic conditions.

Contributions of Underlying Funds to Fund Performance

(For the year ended October 31, 2013)

The contribution of underlying funds to Fund performance is based on target underlying fund allocations through the reporting period. Returns reflect the impact of each underlying fund’s fees and expenses, but do not reflect the Nationwide Investor Destinations Moderately Aggressive Fund’s fees and expenses. Performance is based on the 12-month trailing returns of the underlying funds and their respective allocation on the last day of the reporting period, October 31, 2013, and may not result in the annualized return of the Fund. The Nationwide Alternatives Allocation Fund, Nationwide Core Plus Bond Fund, Nationwide HighMark Short Term Bond Fund and Nationwide Ziegler Equity Income Fund are not shown since they were held as underlying investments for only one month of the reporting period. Day-to-day market activity will likely cause the Fund’s target allocations to fluctuate. Under ordinary circumstances, Nationwide Fund Advisors periodically will rebalance the assets of the Fund in order to conform its actual allocations to those stated in the then-current prospectus. The asset class target allocations are subject to change at any time and without notice. For more information, refer to the Fund’s prospectus.

19

Fund Overview Nationwide Investor Destinations Moderately Aggressive Fund

Objective

The Fund seeks to maximize total investment return for a moderately aggressive level of risk.

Highlights

Ÿ The Fund’s investments in U.S. and foreign developed market mutual funds account for more than 75% of its allocations and contributed more than 95% to the returns of the Fund during the period

Ÿ Two of the Fund’s investments in U.S. bonds detracted from returns during the period

Ÿ The Fund recently added exposures to six additional asset classes within four additional underlying funds that are intended to help diversify the sources of risk and return for the Fund

Asset Allocation†

Equity Funds	76.3%
Fixed Income Funds	11.8%
Alternative Assets	9.9%
Fixed Contract	2.0%
Liabilities in excess of other assets††	0.0%
	100.0%

Top Holdings†††

Nationwide S&P 500 Index Fund, Institutional Class	28.1%
Nationwide International Index Fund, Institutional Class	25.1%
Nationwide Mid Cap Market Index Fund, Institutional Class	12.1%
Nationwide Small Cap Index Fund, Institutional Class	10.0%
Nationwide Alternatives Allocation Fund, Institutional Class	9.9%
Nationwide Bond Index Fund, Institutional Class	5.9%
Nationwide Core Plus Bond Fund, Institutional Class	3.9%
Nationwide HighMark Short Term Bond Fund, Institutional Class	2.0%
Nationwide Fixed Contract	2.0%
Nationwide Ziegler Equity Income Fund, Institutional Class	1.0%
	100.0%

† Percentages indicated are based upon net assets as of October 31, 2013.

†† Amount rounds to less than 0.1%.

††† Percentages indicated are based upon total investments as of October 31, 2013.

20

Fund Performance Nationwide Investor Destinations Moderately Aggressive Fund

Average Annual Total Return

(For periods ended October 31, 2013)		1 Yr.		5 Yr.		10 Yr.
Class A	w/o SC1		21.44%		12.69%		7.05%
	w/SC2		14.40%		11.36%		6.41%
Class B	w/o SC1		20.72%		11.89%		6.28%
	w/SC3		15.72%		11.64%		6.28%
Class C	w/o SC1		20.72%		11.90%		6.27%
	w/SC4		19.72%		11.90%		6.27%
Class R25,6			21.15%		12.27%		6.73%
Institutional Class5,7			21.83%		13.00%		7.29%
Service Class5			21.37%		12.57%		6.92%

Expense Ratios

	Expense Ratio*
Class A	0.76%
Class B	1.46%
Class C	1.46%
Class R2	1.11%
Institutional Class	0.46%
Service Class	0.86%

*Current effective prospectus dated March 1, 2013. Expenses also include indirect underlying fund expenses. Please see the Fund’s most recent prospectus for details.

All figures showing the effect of a sales charge (SC) reflect the maximum charge possible, because it has the most significant effect on performance data.

¹  These returns do not reflect the effects of SCs.

²  A 5.75% front-end sales charge was deducted.

³  A 5.00% maximum contingent deferred sales charge (CDSC) was deducted. The CDSC declines to 0% after 6 years and is not deducted from returns after 6 years.

⁴  A 1.00% CDSC was deducted from the one year return because it is charged when you sell Class C shares within the first year after purchase.

⁵  Not subject to any SCs.

⁶  Effective February 28, 2009, Class R Shares were renamed Class R2 Shares.

⁷  These returns until the creation of Institutional Class shares (12/29/04) include the performance of the Fund’s Class B shares. The returns have been adjusted for the fact that Institutional Class shares do not have any applicable SCs but have not been adjusted for the lower expenses applicable to Institutional Class shares. Excluding the effect of any fee waivers or reimbursements, such prior performance is similar to what Institutional Class shares would have produced because the Institutional Class shares invest in the same portfolio of securities as Class B shares.

21

Fund Performance (con’t.) Nationwide Investor Destinations Moderately Aggressive Fund

Performance of a $10,000 Investment

Investment return and principal value will fluctuate, and when redeemed, shares may be worth more or less than original cost. Past performance is no guarantee of future results and does not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares. Investing in mutual funds involves market risk, including loss of principal. Performance returns assume the reinvestment of all distributions.

Comparative performance of $10,000 invested in Service Class shares of the Nationwide Investor Destinations Moderately Aggressive Fund versus the Russell 3000® Index (current benchmark), the S&P 500® Index (former benchmark), the Barclays U.S. Aggregate Bond Index, the MSCI EAFE® Index, the Barclays U.S. 1-3 Year Government/Credit Bond Index, the Citigroup 3-Month Treasury Bill (T-Bill) Index, the Current Composite Index*, the Former Composite Index** and the Consumer Price Index (CPI) over the 10-year period ended 10/31/13. Unlike the Fund, the performance for these unmanaged indexes does not reflect any fees, expenses, or sales charges. Investors cannot invest directly in market indexes. A description of the benchmarks can be found on the Market Index Definitions page at the back of this book.

* The Current Composite Index comprises 55% Russell 3000® Index, 15% Barclays U.S. Aggregate Bond Index, 25% MSCI EAFE® Index and 5% Barclays U.S. 1-3 Year Gov’t/Credit Bond Index.

** The Former Composite Index comprises 80% S&P 500® Index, 15% Barclays U.S. Aggregate Bond Index and 5% Citigroup 3-Month T-Bill Index.

22

Shareholder Expense Example Nationwide Investor Destinations Moderately Aggressive Fund

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, including sales charges (loads) paid on purchase payments and redemption fees; and (2) ongoing costs, including investment advisory fees, administration fees, distribution fees and other Fund expenses. The examples below are intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds. Per Securities and Exchange Commission (“SEC”) requirements, the examples assume that you had a $1,000 investment in the Class at the beginning of the reporting period (May 1, 2013) and continued to hold your shares at the end of the reporting period (October 31, 2013).

Actual Expenses

For each Class of the Fund in the table below, the first line provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid from May 1, 2013 through October 31, 2013. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line of each Class under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.

Hypothetical Expenses for Comparison Purposes

The second line of each Class in the table below provides information about hypothetical account values and hypothetical expenses based on the Class’ actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Class’ actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period from May 1, 2013 through October 31, 2013. You may use this information to compare the ongoing costs of investing in the Class of the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transaction costs, such as sales charges (loads) or redemption fees. If these transaction costs were included, your costs would have been higher. Therefore, the second line for each Class in the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. The examples also assume all dividends and distributions are reinvested.

Schedule of Shareholder Expenses

Expense Analysis of a $1,000 Investment

Nationwide Investor Destinations Moderately Aggressive Fund October 31, 2013			Beginning Account Value ($) 05/01/13	Ending Account Value ($) 10/31/13	Expenses Paid During Period ($) 05/01/13 - 10/31/13a	Expense Ratio During Period (%) 05/01/13 - 10/31/13a
Class A Shares	Actual	b	1,000.00	1,079.70	2.57	0.49
	Hypothetical	b,c	1,000.00	1,022.74	2.50	0.49
Class B Shares	Actual	b	1,000.00	1,076.10	6.23	1.19
	Hypothetical	b,c	1,000.00	1,019.21	6.06	1.19
Class C Shares	Actual	b	1,000.00	1,076.60	6.23	1.19
	Hypothetical	b,c	1,000.00	1,019.21	6.06	1.19
Class R2 Shares	Actual	b	1,000.00	1,078.60	4.40	0.84
	Hypothetical	b,c	1,000.00	1,020.97	4.28	0.84
Institutional Class Shares	Actual	b	1,000.00	1,081.50	1.00	0.19
	Hypothetical	b,c	1,000.00	1,024.25	0.97	0.19
Service Class Shares	Actual	b	1,000.00	1,079.40	3.09	0.59
	Hypothetical	b,c	1,000.00	1,022.23	3.01	0.59

a Expenses are based on the direct expenses of the Fund and do not include the effect of the underlying Funds’ expenses, which are disclosed in the Fee and Expense table and described more fully in a footnote to that table in your Fund Prospectus.

b Expenses are equal to the Fund’s annualized expense ratio multiplied by the average account value from May 1, 2013 through October 31, 2013 multiplied to reflect one-half year period. The expense ratio presented represents a six-month, annualized ratio in accordance with Securities and Exchange Commission guidelines.

c Represents the hypothetical 5% return before expenses.

23

Statement of Investments

October 31, 2013

Nationwide Investor Destinations Moderately Aggressive Fund

Mutual Funds 98.0%
	Shares		Market Value
Alternative Assets 9.9%
Nationwide Alternatives Allocation Fund, Institutional Class (a)		20,572,166	$	202,018,670
Total Alternative Assets (cost $199,568,997)				202,018,670
Equity Funds 76.3%
Nationwide International Index Fund, Institutional Class (a)		60,355,841		510,006,859
Nationwide Mid Cap Market Index Fund, Institutional Class (a)		13,104,144		246,095,831
Nationwide S&P 500 Index Fund, Institutional Class (a)		39,208,811		571,664,464
Nationwide Small Cap Index Fund, Institutional Class (a)		12,902,695		203,217,452
Nationwide Ziegler Equity Income Fund, Institutional Class *(a)		1,674,395		20,812,731
Total Equity Funds (cost $1,144,067,419)				1,551,797,337
Fixed Income Funds 11.8%
Nationwide Bond Index Fund, Institutional Class (a)		10,712,719		121,267,974
Nationwide Core Plus Bond Fund, Institutional Class (a)		7,862,646		80,356,242
Nationwide HighMark Short Term Bond Fund, Institutional Class (a)		3,974,897		39,907,971
Total Fixed Income Funds (cost $244,471,306)				241,532,187
Total Mutual Funds (cost $1,588,107,722)				1,995,348,194
Fixed Contract 2.0%
	Principal Amount		Market Value
Nationwide Fixed Contract, 3.50% (a)(b)	$	39,899,967		39,899,967
Total Fixed Contract (cost $39,899,967)				39,899,967
Total Investments (cost $1,628,007,689) (c) — 100.0%				2,035,248,161
Liabilities in excess of other assets — 0.0%†				(988,641	)
NET ASSETS — 100.0%			$	2,034,259,520

* Denotes a non-income producing security.

(a) Investment in affiliate.

(b) The Nationwide Fixed Contract rate changes quarterly. The security is restricted and, as the affiliated counterparty is required by contract to redeem daily upon request, it has been deemed liquid pursuant to procedures approved by the Board of Trustees.

(c) See notes to financial statements for tax unrealized appreciation/(depreciation) of securities.

† Amount rounds to less than 0.1%.

The accompanying notes are an integral part of these financial statements.

24

Statement of Assets and Liabilities

October 31, 2013

	Nationwide Investor Destinations Moderately Aggressive Fund
Assets:
Investments in affiliates, at value (cost $1,628,007,689)	$	2,035,248,161
Cash		26,862
Receivable for investments sold		3,092,599
Receivable for capital shares issued		286,470
Prepaid expenses		31,277
Total Assets		2,038,685,369
Liabilities:
Payable for capital shares redeemed		3,327,524
Accrued expenses and other payables:
Investment advisory fees		222,511
Fund administration fees		51,714
Distribution fees		505,888
Administrative servicing fees		224,691
Accounting and transfer agent fees		35,260
Trustee fees		3,296
Custodian fees		6,774
Compliance program costs (Note 3)		1,293
Professional fees		25,314
Printing fees		19,322
Other		2,262
Total Liabilities		4,425,849
Net Assets	$	2,034,259,520
Represented by:
Capital	$	1,648,931,491
Accumulated undistributed net investment income		626,817
Accumulated net realized losses from affiliated investments		(22,539,260	)
Net unrealized appreciation/(depreciation) from investments in affiliates		407,240,472
Net Assets	$	2,034,259,520
Net Assets:
Class A Shares	$	112,242,046
Class B Shares		4,879,382
Class C Shares		125,294,548
Class R2 Shares		246,852,482
Institutional Class Shares		270,917,338
Service Class Shares		1,274,073,724
Total	$	2,034,259,520
Shares Outstanding (unlimited number of shares authorized):
Class A Shares		9,862,131
Class B Shares		436,570
Class C Shares		11,227,075
Class R2 Shares		22,120,971
Institutional Class Shares		23,824,875
Service Class Shares		112,179,525
Total		179,651,147

25

Statement of Assets and Liabilities (Continued)

October 31, 2013

	Nationwide Investor Destinations Moderately Aggressive Fund
Net asset value and redemption price per share (Net assets by class divided by shares outstanding by class, respectively):
Class A Shares (a)	$	11.38
Class B Shares (b)	$	11.18
Class C Shares (c)	$	11.16
Class R2 Shares	$	11.16
Institutional Class Shares	$	11.37
Service Class Shares	$	11.36
Maximum offering price per share (100%/(100%-maximum sales charge) of net asset value adjusted to the nearest cent):
Class A Shares	$	12.07
Maximum Sales Charge:
Class A Shares		5.75	%

(a) For Class A Shares, the redemption price per share is reduced by 1.00% on sales of shares of original purchases of $1,000,000 or more or that were not subject to a front-end sales charge made within 18 months of the purchase date.

(b) For Class B Shares, the redemption price per share varies by the length of time shares are held.

(c) For Class C Shares, the redemption price per share is reduced by 1.00% for shares held less than one year.

The accompanying notes are an integral part of these financial statements.

26

Statement of Operations

For the Year Ended October 31, 2013

	Nationwide Investor Destinations Moderately Aggressive Fund
INVESTMENT INCOME:
Dividend income from affiliates	$	38,670,159
Interest income from affiliates		1,561,784
Total Income		40,231,943
EXPENSES:
Investment advisory fees		2,453,567
Fund administration fees		514,218
Distribution fees Class A		247,500
Distribution fees Class B		63,520
Distribution fees Class C		1,172,534
Distribution fees Class R2		1,150,787
Distribution fees Service Class		3,019,708
Administrative servicing fees Class A		56,144
Administrative servicing fees Class R2		345,096
Administrative servicing fees Service Class		1,811,057
Registration and filing fees		69,146
Professional fees		77,746
Printing fees		36,226
Trustee fees		65,870
Custodian fees		71,074
Accounting and transfer agent fees		240,369
Compliance program costs (Note 3)		7,059
Other		39,218
Total expenses before earnings credit		11,440,839
Earnings credit (Note 5)		(12	)
Net Expenses		11,440,827
NET INVESTMENT INCOME		28,791,116
REALIZED/UNREALIZED GAINS (LOSSES) FROM INVESTMENTS:
Net realized gain distributions from underlying affiliated funds		20,611,210
Net realized gains from investment transactions with affiliates		17,910,194
Net realized gains from affiliated investments		38,521,404
Net change in unrealized appreciation/(depreciation) from investments in affiliates		297,497,297
Net realized/unrealized gains from affiliated investments		336,018,701
CHANGE IN NET ASSETS RESULTING FROM OPERATIONS	$	364,809,817

The accompanying notes are an integral part of these financial statements.

27

Statements of Changes in Net Assets

	Nationwide Investor Destinations Moderately Aggressive Fund
	Year Ended October 31, 2013			Year Ended October 31, 2012
Operations:
Net investment income	$	28,791,116		$	24,933,810
Net realized gains/(losses) from affiliated investments		38,521,404			(3,822,213	)
Net change in unrealized appreciation/(depreciation) from investments in affiliates		297,497,297			134,676,397
Change in net assets resulting from operations		364,809,817			155,787,994
Distributions to Shareholders From:
Net investment income:
Class A		(1,662,703	)		(1,398,575	)
Class B		(78,781	)		(100,762	)
Class C		(1,258,871	)		(1,120,478	)
Class R2		(3,211,038	)		(2,641,463	)
Institutional Class		(4,393,383	)		(3,221,621	)
Service Class		(19,720,854	)		(17,349,471	)
Net realized gains:
Class A		(573,158	)		(545,880	)
Class B		(50,991	)		(83,389	)
Class C		(730,521	)		(784,088	)
Class R2		(1,380,636	)		(1,300,465	)
Institutional Class		(1,227,423	)		(1,008,220	)
Service Class		(7,389,943	)		(7,346,673	)
Change in net assets from shareholder distributions		(41,678,302	)		(36,901,085	)
Change in net assets from capital transactions		(32,566,829	)		(52,427,189	)
Change in net assets		290,564,686			66,459,720
Net Assets:
Beginning of year		1,743,694,834			1,677,235,114
End of year	$	2,034,259,520		$	1,743,694,834
Accumulated undistributed net investment income at end of year	$	626,817		$	276,366
CAPITAL TRANSACTIONS:
Class A Shares
Proceeds from shares issued	$	26,002,812		$	23,556,125
Dividends reinvested		1,515,552			1,299,470
Cost of shares redeemed		(21,691,704	)		(25,535,129	)
Total Class A Shares		5,826,660			(679,534	)
Class B Shares
Proceeds from shares issued		229,017			172,824
Dividends reinvested		107,509			143,752
Cost of shares redeemed		(4,896,209	)		(6,375,870	)
Total Class B Shares		(4,559,683	)		(6,059,294	)
Class C Shares
Proceeds from shares issued		12,991,645			9,281,354
Dividends reinvested		794,176			696,299
Cost of shares redeemed		(19,801,123	)		(25,704,782	)
Total Class C Shares		(6,015,302	)		(15,727,129	)

28

Statements of Changes in Net Assets (Continued)

	Nationwide Investor Destinations Moderately Aggressive Fund
	Year Ended October 31, 2013			Year Ended October 31, 2012
CAPITAL TRANSACTIONS: (continued)
Class R2 Shares
Proceeds from shares issued	$	21,793,440		$	20,623,390
Dividends reinvested		4,506,550			3,861,189
Cost of shares redeemed		(26,930,614	)		(22,885,860	)
Total Class R2 Shares		(630,624	)		1,598,719
Institutional Class Shares
Proceeds from shares issued		150,731,613			41,081,627
Dividends reinvested		5,620,806			4,229,841
Cost of shares redeemed		(111,178,853	)		(21,995,140	)
Total Institutional Class Shares		45,173,566			23,316,328
Service Class Shares
Proceeds from shares issued		84,075,133			67,827,864
Dividends reinvested		27,110,797			24,696,144
Cost of shares redeemed		(183,547,376	)		(147,400,287	)
Total Service Class Shares		(72,361,446	)		(54,876,279	)
Change in net assets from capital transactions	$	(32,566,829	)	$	(52,427,189	)
SHARE TRANSACTIONS:
Class A Shares
Issued		2,498,666			2,547,115
Reinvested		152,350			145,952
Redeemed		(2,106,669	)		(2,808,067	)
Total Class A Shares		544,347			(115,000	)
Class B Shares
Issued		22,744			27,486
Reinvested		11,235			16,722
Redeemed		(485,197	)		(704,597	)
Total Class B Shares		(451,218	)		(660,389	)
Class C Shares
Issued		1,271,094			1,031,319
Reinvested		82,704			80,586
Redeemed		(1,948,208	)		(2,838,707	)
Total Class C Shares		(594,410	)		(1,726,802	)
Class R2 Shares
Issued		2,139,310			2,269,412
Reinvested		465,340			443,781
Redeemed		(2,608,574	)		(2,531,867	)
Total Class R2 Shares		(3,924	)		181,326
Institutional Class Shares
Issued		14,394,144			4,435,053
Reinvested		561,989			473,144
Redeemed		(10,611,639	)		(2,373,128	)
Total Institutional Class Shares		4,344,494			2,535,069

29

Statements of Changes in Net Assets (Continued)

	Nationwide Investor Destinations Moderately Aggressive Fund
	Year Ended October 31, 2013			Year Ended October 31, 2012
SHARE TRANSACTIONS: (continued)
Service Class Shares
Issued		8,063,586			7,369,462
Reinvested		2,739,801			2,784,387
Redeemed		(17,626,125	)		(15,977,535	)
Total Service Class Shares		(6,822,738	)		(5,823,686	)
Total change in shares		(2,983,449	)		(5,609,482	)

The accompanying notes are an integral part of these financial statements.

30

Financial Highlights

Selected data for each share of capital outstanding throughout the periods indicated

Nationwide Investor Destinations Moderately Aggressive Fund

			Operations						Distributions													Ratios/Supplemental Data
	Net Asset Value, Beginning of Period		Net Investment Income		Net Realized and Unrealized Gains from Investments		Total from Operations		Net Investment Income			Net Realized Gains			Total Distributions			Net Asset Value, End of Period		Total Return (a)		Net Assets at End of Period		Ratio of Expenses to Average Net Assets		Ratio of Net Investment Income to Average Net Assets		Ratio of Expenses (Prior to Reimbursements) to Average Net Assets		Portfolio Turnover (b)
Class A Shares
Year Ended October 31, 2013 (c)	$	9.60		0.17		1.85		2.02		(0.18	)		(0.06	)		(0.24	)	$	11.38		21.44%	$	112,242,046		0.50%		1.62%		0.50%		29.31%
Year Ended October 31, 2012 (c)	$	8.95		0.15		0.71		0.86		(0.15	)		(0.06	)		(0.21	)	$	9.60		9.82%	$	89,406,859		0.49%		1.59%		0.49%		13.11%
Year Ended October 31, 2011 (c)	$	8.80		0.16		0.15		0.31		(0.16	)		–			(0.16	)	$	8.95		3.49%	$	84,467,234		0.47%		1.72%		0.47%		13.88%
Year Ended October 31, 2010 (c)	$	7.99		0.14		0.97		1.11		(0.14	)		(0.16	)		(0.30	)	$	8.80		14.19%	$	79,563,235		0.48%		1.72%		0.48%		8.57%
Year Ended October 31, 2009 (c)	$	7.69		0.16		0.86		1.02		(0.16	)		(0.56	)		(0.72	)	$	7.99		15.29%	$	76,075,551		0.51%		2.24%		0.51%		15.94%
Class B Shares
Year Ended October 31, 2013 (c)	$	9.42		0.12		1.80		1.92		(0.10	)		(0.06	)		(0.16	)	$	11.18		20.72%	$	4,879,382		1.19%		1.14%		1.19%		29.31%
Year Ended October 31, 2012 (c)	$	8.79		0.08		0.69		0.77		(0.08	)		(0.06	)		(0.14	)	$	9.42		8.89%	$	8,364,641		1.20%		0.92%		1.20%		13.11%
Year Ended October 31, 2011 (c)	$	8.64		0.10		0.14		0.24		(0.09	)		–			(0.09	)	$	8.79		2.79%	$	13,606,502		1.20%		1.09%		1.20%		13.88%
Year Ended October 31, 2010 (c)	$	7.86		0.08		0.95		1.03		(0.09	)		(0.16	)		(0.25	)	$	8.64		13.29%	$	21,474,892		1.19%		1.03%		1.19%		8.57%
Year Ended October 31, 2009 (c)	$	7.57		0.11		0.85		0.96		(0.11	)		(0.56	)		(0.67	)	$	7.86		14.57%	$	24,958,525		1.21%		1.55%		1.21%		15.94%
Class C Shares
Year Ended October 31, 2013 (c)	$	9.41		0.10		1.82		1.92		(0.11	)		(0.06	)		(0.17	)	$	11.16		20.72%	$	125,294,548		1.19%		0.95%		1.19%		29.31%
Year Ended October 31, 2012 (c)	$	8.79		0.08		0.69		0.77		(0.09	)		(0.06	)		(0.15	)	$	9.41		8.87%	$	111,289,595		1.19%		0.89%		1.19%		13.11%
Year Ended October 31, 2011 (c)	$	8.64		0.09		0.15		0.24		(0.09	)		–			(0.09	)	$	8.79		2.81%	$	119,068,548		1.20%		1.03%		1.20%		13.88%
Year Ended October 31, 2010 (c)	$	7.86		0.08		0.95		1.03		(0.09	)		(0.16	)		(0.25	)	$	8.64		13.31%	$	131,008,292		1.19%		1.02%		1.19%		8.57%
Year Ended October 31, 2009 (c)	$	7.57		0.11		0.85		0.96		(0.11	)		(0.56	)		(0.67	)	$	7.86		14.58%	$	131,214,546		1.21%		1.55%		1.21%		15.94%
Class R2 Shares(d)
Year Ended October 31, 2013 (c)	$	9.41		0.13		1.82		1.95		(0.14	)		(0.06	)		(0.20	)	$	11.16		21.15%	$	246,852,482		0.84%		1.28%		0.84%		29.31%
Year Ended October 31, 2012 (c)	$	8.79		0.11		0.69		0.80		(0.12	)		(0.06	)		(0.18	)	$	9.41		9.27%	$	208,283,759		0.84%		1.23%		0.84%		13.11%
Year Ended October 31, 2011 (c)	$	8.64		0.12		0.16		0.28		(0.13	)		–			(0.13	)	$	8.79		3.18%	$	192,888,041		0.84%		1.34%		0.84%		13.88%
Year Ended October 31, 2010 (c)	$	7.86		0.11		0.94		1.05		(0.11	)		(0.16	)		(0.27	)	$	8.64		13.65%	$	176,660,604		0.83%		1.34%		0.83%		8.57%
Year Ended October 31, 2009 (c)	$	7.58		0.13		0.85		0.98		(0.14	)		(0.56	)		(0.70	)	$	7.86		14.89%	$	134,283,065		0.87%		1.81%		0.87%		15.94%
Institutional Class Shares
Year Ended October 31, 2013 (c)	$	9.59		0.20		1.85		2.05		(0.21	)		(0.06	)		(0.27	)	$	11.37		21.83%	$	270,917,338		0.19%		1.88%		0.19%		29.31%
Year Ended October 31, 2012 (c)	$	8.95		0.17		0.71		0.88		(0.18	)		(0.06	)		(0.24	)	$	9.59		10.03%	$	186,769,240		0.19%		1.86%		0.19%		13.11%
Year Ended October 31, 2011 (c)	$	8.79		0.18		0.16		0.34		(0.18	)		–			(0.18	)	$	8.95		3.89%	$	151,618,037		0.20%		1.99%		0.20%		13.88%
Year Ended October 31, 2010 (c)	$	7.99		0.16		0.97		1.13		(0.17	)		(0.16	)		(0.33	)	$	8.79		14.39%	$	130,223,401		0.19%		1.97%		0.19%		8.57%
Year Ended October 31, 2009 (c)	$	7.69		0.17		0.87		1.04		(0.18	)		(0.56	)		(0.74	)	$	7.99		15.63%	$	85,728,623		0.21%		2.42%		0.21%		15.94%
Service Class Shares
Year Ended October 31, 2013 (c)	$	9.58		0.16		1.85		2.01		(0.17	)		(0.06	)		(0.23	)	$	11.36		21.37%	$	1,274,073,724		0.59%		1.56%		0.59%		29.31%
Year Ended October 31, 2012 (c)	$	8.94		0.14		0.70		0.84		(0.14	)		(0.06	)		(0.20	)	$	9.58		9.60%	$	1,139,580,740		0.59%		1.49%		0.59%		13.11%
Year Ended October 31, 2011 (c)	$	8.78		0.15		0.16		0.31		(0.15	)		–			(0.15	)	$	8.94		3.47%	$	1,115,586,752		0.60%		1.61%		0.60%		13.88%
Year Ended October 31, 2010 (c)	$	7.98		0.13		0.96		1.09		(0.13	)		(0.16	)		(0.29	)	$	8.78		13.96%	$	1,119,852,454		0.58%		1.61%		0.58%		8.57%
Year Ended October 31, 2009 (c)	$	7.68		0.15		0.87		1.02		(0.16	)		(0.56	)		(0.72	)	$	7.98		15.22%	$	1,012,147,730		0.63%		2.10%		0.63%		15.94%

Amounts designated as “–” are zero or have been rounded to zero.

(a) Excludes sales charge.

(b) Portfolio turnover is calculated on the basis of the Fund as a whole without distinguishing among the classes of shares.

(c) Per share calculations were performed using average shares method.

(d) Effective February 28, 2009, Class R Shares were renamed Class R2 Shares.

The accompanying notes are an integral part of these financial statements.

31

Fund Commentary Nationwide Investor Destinations Moderate Fund

For the annual period ended October 31, 2013, the Nationwide Investor Destinations Moderate Fund (Service Class) returned 15.30% versus 16.31% for its composite benchmark*, 45% Russell 3000® Index, 15% MSCI EAFE® Index, 25% Barclays U.S. Aggregate Bond Index and 15% Barclays U.S. 1-3 Year Government/Credit Bond Index. For broader comparison, the median return for the Fund’s closest Lipper peer category of Mixed-Asset Target Allocation Moderate Funds (consisting of 531 funds as of October 31, 2013) was 13.83% for the same time period.

*The Fund changed its composite benchmark on September 30, 2013. The Fund’s former composite benchmark, comprising 60% S&P 500® Index, 25% Barclays U.S. Aggregate Bond Index and 15% Citigroup 3-Month Treasury Bill Index, returned 15.43% for the annual period ended October 31, 2013.

The Fund’s return for the 12-month period covered in this report was primarily driven by strong positive returns across the equity markets in the U.S. and foreign developed countries. In general, U.S. equity markets led the way as large-, mid- and small-capitalization stocks posted double-digit gains. Specifically, the S&P 500 Index (representing large-cap stocks) rose more than 27%, S&P MidCap 400^® Index (mid-cap stocks) increased more than 33% and Russell 2000^® Index (small-cap stocks) gained more than 36%. During the period, the U.S. Federal Reserve (Fed) reaffirmed its intent to support the economy by maintaining its pace of asset purchases, helping to underpin the gains delivered in the U.S. equity markets.

The equity markets within foreign developed countries (as distinguished from emerging market countries) generally posted double-digit returns as well. The MSCI EAFE Index (representing developed international markets) posted a gain of nearly 27% during the period. Concerns regarding political and economic uncertainty in various parts of the eurozone receded further from the headlines and were also helped by the Fed’s decision not to taper (gradually reduce) its pace of asset purchases and the dissipation of tensions in Syria.

With regard to intermediate-term, investment-grade U.S. fixed-income bonds, the Barclays U.S. Aggregate Bond Index (representing such U.S. bonds) posted a negative return of -1.08% during the period. Interest rates on the bellwether 10-year U.S. Treasury note increased nearly 100 basis points during the period, beginning November 2012 at 1.62%, increasing to 3.00% by early September 2013 and easing back at the end of the period to 2.56% after the Fed’s announcement to postpone the tapering of its asset purchases. The rise in interest rates generally coincided with an increase in intermediate- and long-term bond prices and a decrease in bond returns for the period as a whole. Short-term bond interest rates remained range-bound near zero, effectively keeping returns in the very low single digits.

The returns from the Fund’s investments in the Nationwide S&P 500 Index Fund and Nationwide International Index Fund, combined with their sizable allocations within the Fund, made these underlying funds the largest contributors to the Fund’s return during the period, as shown in the chart below.

The negative returns from the Fund’s investments in the Nationwide Bond Index Fund and Nationwide Inflation-Protected Securities Fund made these underlying funds the only detractors from the Fund’s return during the period, as shown in the chart below.

Portfolio Manager:

Thomas R. Hickey Jr., Nationwide Fund Advisors

The Fund is designed to provide diversification across a variety of asset classes, primarily by investing in underlying funds. Therefore, in addition to the expenses of the Fund, each investor is indirectly paying a proportionate share of the applicable fees and expenses of its underlying funds.

Investments in the Fund are subject to the risks of its underlying funds. Please refer to the summary prospectus for a more detailed explanation of the Fund’s principal risks.

The Fund may invest in the Nationwide Contract, which is a fixed interest contract issued and guaranteed by Nationwide Life Insurance Company (Nationwide), an affiliate of the Fund’s investment adviser, Nationwide Fund Advisors. If Nationwide becomes unable to meet this guarantee, a Fund that invests in the Nationwide Contract may lose money from unpaid principal or unpaid or reduced interest.

32

Fund Commentary (con’t.) Nationwide Investor Destinations Moderate Fund

Asset allocation is the process of spreading assets across several different investment styles and asset classes. The purpose is to potentially reduce long-term risk and capture potential profits across various asset classes.

There is no assurance that the investment objective of any fund (or that of any underlying fund) will be achieved or that a diversified portfolio will produce better results than a nondiversified portfolio. Diversification does not guarantee returns or insulate an investor from potential losses, including the possible loss of principal.

A description of the benchmarks can be found on the Market Index Definitions page at the back of this book.

Note: On September 30, 2013, important changes were made to the Fund’s allocations, including the addition of three more underlying investments — Nationwide Alternatives Allocation Fund, Nationwide Core Plus Bond Fund and Nationwide Ziegler Equity Income Fund. These new underlying investments are included in the chart to the right, but are not included in the chart below.

Actual Underlying Fund Allocations

(as of October 31, 2013)

Nationwide S&P 500 Index Fund	20%
Nationwide International Index Fund	18%
Nationwide Bond Index Fund	13%
Nationwide Alternatives Allocation Fund	10%
Nationwide Mid Cap Market Index Fund	10%
Nationwide Enhanced Income Fund	6%
Nationwide Small Cap Index Fund	6%
Nationwide Contract	8%
Nationwide Core Plus Bond Fund	4%
Nationwide Inflation-Protected Securities Fund	3%
Nationwide Ziegler Equity Income Fund	2%
	100%

Actual underlying fund allocations in the chart above are stated as a percentage of the Fund’s total net assets. Allocations may change over time in order for the Fund to meet its objective or due to market and/or economic conditions.

Contributions of Underlying Funds to Fund Performance

(For the year ended October 31, 2013)

The contribution of underlying funds to Fund performance is based on target underlying fund allocations through the reporting period. Returns reflect the impact of each underlying fund’s fees and expenses, but do not reflect the Nationwide Investor Destinations Moderate Fund’s fees and expenses. Performance is based on the 12-month trailing returns of the underlying funds and their respective allocation on the last day of the reporting period, October 31, 2013, and may not result in the annualized return of the Fund. The Nationwide Alternatives Allocation Fund, Nationwide Core Plus Bond Fund and Nationwide Ziegler Equity Income Fund are not shown since they were held as underlying investments for only one month of the reporting period. Day-to-day market activity will likely cause the Fund’s target allocations to fluctuate. Under ordinary circumstances, Nationwide Fund Advisors periodically will rebalance the assets of the Fund in order to conform its actual allocations to those stated in the then-current prospectus. The asset class target allocations are subject to change at any time and without notice. For more information, refer to the Fund’s prospectus.

33

Fund Overview Nationwide Investor Destinations Moderate Fund

Objective

The Fund seeks to maximize total investment return for a moderate level of risk.

Highlights

Ÿ The Fund’s investments in U.S. and foreign developed market mutual funds account for more than 55% of its allocations and contributed more than 95% to the returns of the Fund during the period

Ÿ Two of the Fund’s investments in U.S. bonds detracted from returns during the period

Ÿ The Fund recently added exposures to six additional asset classes within three additional underlying funds that are intended to help diversify the sources of risk and return for the Fund

Asset Allocation†

Equity Funds	56.3%
Fixed Income Funds	25.8%
Alternative Assets	10.0%
Fixed Contract	7.9%
Liabilities in excess of other assets††	0.0%
	100.0%

Top Holdings†††

Nationwide S&P 500 Index Fund, Institutional Class	20.1%
Nationwide International Index Fund, Institutional Class	18.0%
Nationwide Bond Index Fund, Institutional Class	13.0%
Nationwide Mid Cap Market Index Fund, Institutional Class	10.1%
Nationwide Alternatives Allocation Fund, Institutional Class	9.9%
Nationwide Fixed Contract	7.9%
Nationwide Small Cap Index Fund, Institutional Class	6.0%
Nationwide Enhanced Income Fund, Institutional Class	5.9%
Nationwide Core Plus Bond Fund, Institutional Class	4.0%
Nationwide Inflation-Protected Securities Fund, Institutional Class	3.0%
Nationwide Ziegler Equity Income Fund, Institutional Class	2.1%
	100.0%

† Percentages indicated are based upon net assets as of October 31, 2013.

†† Amount rounds to less than 0.1%.

††† Percentages indicated are based upon total investments as of October 31, 2013.

34

Fund Performance Nationwide Investor Destinations Moderate Fund

Average Annual Total Return

(For periods ended October 31, 2013)		1 Yr.		5 Yr.		10 Yr.
Class A	w/o SC1		15.56%		10.61%		6.19%
	w/SC2		8.87%		9.29%		5.56%
Class B	w/o SC1		14.74%		9.83%		5.43%
	w/SC3		9.74%		9.55%		5.43%
Class C	w/o SC1		14.68%		9.81%		5.42%
	w/SC4		13.68%		9.81%		5.42%
Class R25,6			15.06%		10.20%		5.85%
Institutional Class5,7			15.86%		10.91%		6.45%
Service Class5			15.30%		10.47%		6.05%

Expense Ratios

	Expense Ratio*
Class A	0.75%
Class B	1.46%
Class C	1.46%
Class R2	1.11%
Institutional Class	0.46%
Service Class	0.86%

*Current effective prospectus dated March 1, 2013. Expenses also include indirect underlying fund expenses. Please see the Fund’s most recent prospectus for details.

All figures showing the effect of a sales charge (SC) reflect the maximum charge possible, because it has the most significant effect on performance data.

¹  These returns do not reflect the effects of SCs.

²  A 5.75% front-end sales charge was deducted.

³  A 5.00% maximum contingent deferred sales charge (CDSC) was deducted. The CDSC declines to 0% after 6 years and is not deducted from returns after 6 years.

⁴  A 1.00% CDSC was deducted from the one year return because it is charged when you sell Class C shares within the first year after purchase.

⁵  Not subject to any SCs.

⁶  Effective February 28, 2009, Class R Shares were renamed Class R2 Shares.

⁷  These returns until the creation of Institutional Class shares (12/29/04) include the performance of the Fund’s Class B shares. The returns have been adjusted for the fact that Institutional Class shares do not have any applicable SCs but have not been adjusted for the lower expenses applicable to Institutional Class shares. Excluding the effect of any fee waivers or reimbursements, such prior performance is similar to what Institutional Class shares would have produced because the Institutional Class shares invest in the same portfolio of securities as Class B shares.

35

Fund Performance (con’t.) Nationwide Investor Destinations Moderate Fund

Performance of a $10,000 Investment

Investment return and principal value will fluctuate, and when redeemed, shares may be worth more or less than original cost. Past performance is no guarantee of future results and does not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares. Investing in mutual funds involves market risk, including loss of principal. Performance returns assume the reinvestment of all distributions.

Comparative performance of $10,000 invested in Service Class shares of the Nationwide Investor Destinations Moderate Fund versus the Russell 3000® Index (current benchmark), the S&P 500® Index (former benchmark), the Barclays U.S. Aggregate Bond Index, the MSCI EAFE® Index, the Barclays U.S. 1-3 Year Government/Credit Bond Index, the Citigroup 3-Month Treasury Bill (T-Bill) Index, the Current Composite Index*, the Former Composite Index** and the Consumer Price Index (CPI) over the 10-year period ended 10/31/13. Unlike the Fund, the performance for these unmanaged indexes does not reflect any fees, expenses, or sales charges. Investors cannot invest directly in market indexes. A description of the benchmarks can be found on the Market Index Definitions page at the back of this book.

* The Current Composite Index comprises 45% Russell 3000® Index, 25% Barclays U.S. Aggregate Bond Index, 15% MSCI EAFE® Index and 15% Barclays U.S. 1-3 Year Gov’t/Credit Bond Index.

** The Former Composite Index comprises 25% Barclays U.S. Aggregate Bond Index, 15% Citigroup 3-Month T-Bill Index and 60% S&P 500® Index.

36

Shareholder Expense Example Nationwide Investor Destinations Moderate Fund

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, including sales charges (loads) paid on purchase payments and redemption fees; and (2) ongoing costs, including investment advisory fees, administration fees, distribution fees and other Fund expenses. The examples below are intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds. Per Securities and Exchange Commission (“SEC”) requirements, the examples assume that you had a $1,000 investment in the Class at the beginning of the reporting period (May 1, 2013) and continued to hold your shares at the end of the reporting period (October 31, 2013).

Actual Expenses

For each Class of the Fund in the table below, the first line provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid from May 1, 2013 through October 31, 2013. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line of each Class under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.

Hypothetical Expenses for Comparison Purposes

The second line of each Class in the table below provides information about hypothetical account values and hypothetical expenses based on the Class’ actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Class’ actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period from May 1, 2013 through October 31, 2013. You may use this information to compare the ongoing costs of investing in the Class of the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transaction costs, such as sales charges (loads) or redemption fees. If these transaction costs were included, your costs would have been higher. Therefore, the second line for each Class in the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. The examples also assume all dividends and distributions are reinvested.

Schedule of Shareholder Expenses

Expense Analysis of a $1,000 Investment

Nationwide Investor Destinations Moderate Fund October 31, 2013			Beginning Account Value ($) 05/01/13	Ending Account Value ($) 10/31/13	Expenses Paid During Period ($) 05/01/13 - 10/31/13a	Expense Ratio During Period (%) 05/01/13 - 10/31/13a
Class A Shares	Actual	b	1,000.00	1,057.00	2.49	0.48
	Hypothetical	b,c	1,000.00	1,022.79	2.45	0.48
Class B Shares	Actual	b	1,000.00	1,053.00	6.21	1.20
	Hypothetical	b,c	1,000.00	1,019.16	6.11	1.20
Class C Shares	Actual	b	1,000.00	1,052.20	6.16	1.19
	Hypothetical	b,c	1,000.00	1,019.21	6.06	1.19
Class R2 Shares	Actual	b	1,000.00	1,054.40	4.35	0.84
	Hypothetical	b,c	1,000.00	1,020.97	4.28	0.84
Institutional Class Shares	Actual	b	1,000.00	1,057.80	0.99	0.19
	Hypothetical	b,c	1,000.00	1,024.25	0.97	0.19
Service Class Shares	Actual	b	1,000.00	1,055.80	3.06	0.59
	Hypothetical	b,c	1,000.00	1,022.23	3.01	0.59

a Expenses are based on the direct expenses of the Fund and do not include the effect of the underlying Funds’ expenses, which are disclosed in the Fee and Expense table and described more fully in a footnote to that table in your Fund Prospectus.

b Expenses are equal to the Fund’s annualized expense ratio multiplied by the average account value from May 1, 2013 through October 31, 2013 multiplied to reflect one-half year period. The expense ratio presented represents a six-month, annualized ratio in accordance with Securities and Exchange Commission guidelines.

c Represents the hypothetical 5% return before expenses.

37

Statement of Investments

October 31, 2013

Nationwide Investor Destinations Moderate Fund

Mutual Funds 92.1%
	Shares		Market Value
Alternative Assets 10.0%
Nationwide Alternatives Allocation Fund, Institutional Class (a)		17,799,694	$	174,792,995
Total Alternative Assets (cost $172,657,031)				174,792,995
Equity Funds 56.3%
Nationwide International Index Fund, Institutional Class (a)		37,571,070		317,475,542
Nationwide Mid Cap Market Index Fund, Institutional Class (a)		9,450,097		177,472,824
Nationwide S&P 500 Index Fund, Institutional Class (a)		24,263,343		353,759,541
Nationwide Small Cap Index Fund, Institutional Class (a)		6,714,884		105,759,431
Nationwide Ziegler Equity Income Fund, Institutional Class *(a)		2,918,771		36,280,322
Total Equity Funds (cost $683,807,354)				990,747,660
Fixed Income Funds 25.8%
Nationwide Bond Index Fund, Institutional Class (a)		20,150,874		228,107,895
Nationwide Core Plus Bond Fund, Institutional Class (a)		6,831,849		69,821,494
Nationwide Enhanced Income Fund, Institutional Class (a)		11,715,397		104,149,878
Nationwide Inflation-Protected Securities Fund, Institutional Class (a)		5,531,869		52,220,847
Total Fixed Income Funds (cost $463,436,887)				454,300,114
Total Mutual Funds (cost $1,319,901,272)				1,619,840,769
Fixed Contract 7.9%
	Principal Amount		Market Value
Nationwide Fixed Contract, 3.50% (a)(b)	$	139,475,697		139,475,697
Total Fixed Contract (cost $139,475,697)				139,475,697
Total Investments (cost $1,459,376,969) (c) — 100.0%				1,759,316,466
Liabilities in excess of other assets — 0.0%†				(352,605	)
NET ASSETS — 100.0%			$	1,758,963,861

* Denotes a non-income producing security.

(a) Investment in affiliate.

(b) The Nationwide Fixed Contract rate changes quarterly. The security is restricted and, as the affiliated counterparty is required by contract to redeem daily upon request, it has been deemed liquid pursuant to procedures approved by the Board of Trustees.

(c) See notes to financial statements for tax unrealized appreciation/(depreciation) of securities.

† Amount rounds to less than 0.1%.

The accompanying notes are an integral part of these financial statements.

38

Statement of Assets and Liabilities

October 31, 2013

	Nationwide Investor Destinations Moderate Fund
Assets:
Investments in affiliates, at value (cost $1,459,376,969)	$	1,759,316,466
Cash		1,115
Receivable for investments sold		1,070,136
Receivable for capital shares issued		1,526,058
Prepaid expenses		36,533
Total Assets		1,761,950,308
Liabilities:
Payable for capital shares redeemed		2,007,688
Accrued expenses and other payables:
Investment advisory fees		192,621
Fund administration fees		45,218
Distribution fees		443,877
Administrative servicing fees		199,115
Accounting and transfer agent fees		45,129
Trustee fees		1,551
Custodian fees		5,995
Compliance program costs (Note 3)		1,004
Professional fees		23,687
Printing fees		18,714
Other		1,848
Total Liabilities		2,986,447
Net Assets	$	1,758,963,861
Represented by:
Capital	$	1,453,266,459
Accumulated undistributed net investment income		1,247,267
Accumulated net realized gains from affiliated investments		4,510,638
Net unrealized appreciation/(depreciation) from investments in affiliates		299,939,497
Net Assets	$	1,758,963,861
Net Assets:
Class A Shares	$	134,092,908
Class B Shares		2,084,000
Class C Shares		137,680,905
Class R2 Shares		207,910,628
Institutional Class Shares		284,753,727
Service Class Shares		992,441,693
Total	$	1,758,963,861
Shares Outstanding (unlimited number of shares authorized):
Class A Shares		11,942,595
Class B Shares		186,760
Class C Shares		12,447,220
Class R2 Shares		18,894,035
Institutional Class Shares		25,445,998
Service Class Shares		88,733,265
Total		157,649,873

39

Statement of Assets and Liabilities (Continued)

October 31, 2013

	Nationwide Investor Destinations Moderate Fund
Net asset value and redemption price per share (Net assets by class divided by shares outstanding by class, respectively):
Class A Shares (a)	$	11.23
Class B Shares (b)	$	11.16
Class C Shares (c)	$	11.06
Class R2 Shares	$	11.00
Institutional Class Shares	$	11.19
Service Class Shares	$	11.18
Maximum offering price per share (100%/(100%-maximum sales charge) of net asset value adjusted to the nearest cent):
Class A Shares	$	11.92
Maximum Sales Charge:
Class A Shares		5.75	%

(a) For Class A Shares, the redemption price per share is reduced by 1.00% on sales of shares of original purchases of $1,000,000 or more or that were not subject to a front-end sales charge made within 18 months of the purchase date.

(b) For Class B Shares, the redemption price per share varies by the length of time shares are held.

(c) For Class C Shares, the redemption price per share is reduced by 1.00% for shares held less than one year.

The accompanying notes are an integral part of these financial statements.

40

Statement of Operations

For the Year Ended October 31, 2013

	Nationwide Investor Destinations Moderate Fund
INVESTMENT INCOME:
Dividend income from affiliates	$	30,314,442
Interest income from affiliates		4,598,481
Total Income		34,912,923
EXPENSES:
Investment advisory fees		2,177,473
Fund administration fees		460,714
Distribution fees Class A		317,254
Distribution fees Class B		34,654
Distribution fees Class C		1,310,712
Distribution fees Class R2		992,937
Distribution fees Service Class		2,414,812
Administrative servicing fees Class A		68,592
Administrative servicing fees Class R2		297,755
Administrative servicing fees Service Class		1,448,262
Registration and filing fees		69,386
Professional fees		70,715
Printing fees		33,695
Trustee fees		57,211
Custodian fees		63,130
Accounting and transfer agent fees		295,895
Compliance program costs (Note 3)		6,100
Other		35,967
Total expenses before earnings credit		10,155,264
Earnings credit (Note 5)		(2	)
Net Expenses		10,155,262
NET INVESTMENT INCOME		24,757,661
REALIZED/UNREALIZED GAINS (LOSSES) FROM INVESTMENTS:
Net realized gain distributions from underlying affiliated funds		15,824,018
Net realized gains from investment transactions with affiliates		39,519,853
Net realized gains from affiliated investments		55,343,871
Net change in unrealized appreciation/(depreciation) from investments in affiliates		159,032,853
Net realized/unrealized gains from affiliated investments		214,376,724
CHANGE IN NET ASSETS RESULTING FROM OPERATIONS	$	239,134,385

The accompanying notes are an integral part of these financial statements.

41

Statements of Changes in Net Assets

	Nationwide Investor Destinations Moderate Fund
	Year Ended October 31, 2013			Year Ended October 31, 2012
Operations:
Net investment income	$	24,757,661		$	23,634,567
Net realized gains/(losses) from affiliated investments		55,343,871			(4,377,680	)
Net change in unrealized appreciation/(depreciation) from investments in affiliates		159,032,853			102,198,147
Change in net assets resulting from operations		239,134,385			121,455,034
Distributions to Shareholders From:
Net investment income:
Class A		(2,105,107	)		(2,468,336	)
Class B		(39,206	)		(68,287	)
Class C		(1,305,304	)		(1,300,682	)
Class R2		(2,703,277	)		(2,407,902	)
Institutional Class		(4,818,247	)		(3,836,839	)
Service Class		(15,315,096	)		(14,082,991	)
Net realized gains:
Class A		(544,335	)		(597,076	)
Class B		(21,215	)		(55,475	)
Class C		(570,539	)		(747,797	)
Class R2		(874,892	)		(1,023,412	)
Institutional Class		(1,020,096	)		(1,039,621	)
Service Class		(4,259,363	)		(5,188,856	)
Change in net assets from shareholder distributions		(33,576,677	)		(32,817,274	)
Change in net assets from capital transactions		(24,468,070	)		(6,434,726	)
Change in net assets		181,089,638			82,203,034
Net Assets:
Beginning of year		1,577,874,223			1,495,671,189
End of year	$	1,758,963,861		$	1,577,874,223
Accumulated undistributed net investment income at end of year	$	1,247,267		$	1,140,723
CAPITAL TRANSACTIONS:
Class A Shares
Proceeds from shares issued	$	42,432,527		$	28,088,966
Dividends reinvested		1,615,503			1,816,932
Cost of shares redeemed		(39,848,430	)		(28,672,014	)
Total Class A Shares		4,199,600			1,233,884
Class B Shares
Proceeds from shares issued		84,241			100,465
Dividends reinvested		43,343			75,666
Cost of shares redeemed		(3,692,609	)		(6,294,510	)
Total Class B Shares		(3,565,025	)		(6,118,379	)
Class C Shares
Proceeds from shares issued		24,614,959			14,230,844
Dividends reinvested		809,225			791,332
Cost of shares redeemed		(28,142,283	)		(27,267,175	)
Total Class C Shares		(2,718,099	)		(12,244,999	)

42

Statements of Changes in Net Assets (Continued)

	Nationwide Investor Destinations Moderate Fund
	Year Ended October 31, 2013			Year Ended October 31, 2012
CAPITAL TRANSACTIONS: (continued)
Class R2 Shares
Proceeds from shares issued	$	26,722,973		$	23,609,186
Dividends reinvested		3,465,223			3,313,570
Cost of shares redeemed		(33,324,366	)		(24,723,372	)
Total Class R2 Shares		(3,136,170	)		2,199,384
Institutional Class Shares
Proceeds from shares issued		170,761,954			50,721,635
Dividends reinvested		5,838,343			4,876,460
Cost of shares redeemed		(142,402,818	)		(24,422,694	)
Total Institutional Class Shares		34,197,479			31,175,401
Service Class Shares
Proceeds from shares issued		90,884,102			73,233,283
Dividends reinvested		19,574,429			19,271,847
Cost of shares redeemed		(163,904,386	)		(115,185,147	)
Total Service Class Shares		(53,445,855	)		(22,680,017	)
Change in net assets from capital transactions	$	(24,468,070	)	$	(6,434,726	)
SHARE TRANSACTIONS:
Class A Shares
Issued		4,038,405			2,896,933
Reinvested		158,178			191,889
Redeemed		(3,760,039	)		(2,978,653	)
Total Class A Shares		436,544			110,169
Class B Shares
Issued		8,173			14,936
Reinvested		4,347			8,256
Redeemed		(355,894	)		(661,466	)
Total Class B Shares		(343,374	)		(638,274	)
Class C Shares
Issued		2,372,525			1,504,463
Reinvested		81,304			86,170
Redeemed		(2,708,625	)		(2,872,343	)
Total Class C Shares		(254,796	)		(1,281,710	)
Class R2 Shares
Issued		2,591,531			2,501,191
Reinvested		347,787			361,008
Redeemed		(3,215,310	)		(2,611,965	)
Total Class R2 Shares		(275,992	)		250,234
Institutional Class Shares
Issued		16,149,599			5,272,049
Reinvested		571,848			518,479
Redeemed		(13,469,400	)		(2,523,190	)
Total Institutional Class Shares		3,252,047			3,267,338

43

Statements of Changes in Net Assets (Continued)

	Nationwide Investor Destinations Moderate Fund
	Year Ended October 31, 2013			Year Ended October 31, 2012
SHARE TRANSACTIONS: (continued)
Service Class Shares
Issued		8,652,746			7,616,789
Reinvested		1,928,700			2,061,796
Redeemed		(15,560,542	)		(12,009,859	)
Total Service Class Shares		(4,979,096	)		(2,331,274	)
Total change in shares		(2,164,667	)		(623,517	)

The accompanying notes are an integral part of these financial statements.

44

Financial Highlights

Selected data for each share of capital outstanding throughout the periods indicated

Nationwide Investor Destinations Moderate Fund

			Operations						Distributions													Ratios/Supplemental Data
	Net Asset Value, Beginning of Period		Net Investment Income		Net Realized and Unrealized Gains from Investments		Total from Operations		Net Investment Income			Net Realized Gains			Total Distributions			Net Asset Value, End of Period		Total Return (a)		Net Assets at End of Period		Ratio of Expenses to Average Net Assets		Ratio of Net Investment Income to Average Net Assets		Ratio of Expenses (Prior to Reimbursements) to Average Net Assets		Portfolio Turnover (b)
Class A Shares
Year Ended October 31, 2013 (c)	$	9.93		0.17		1.36		1.53		(0.18	)		(0.05	)		(0.23	)	$	11.23		15.56%	$	134,092,908		0.50%		1.58%		0.50%		32.04%
Year Ended October 31, 2012 (c)	$	9.43		0.16		0.61		0.77		(0.22	)		(0.05	)		(0.27	)	$	9.93		8.38%	$	114,304,018		0.49%		1.66%		0.49%		16.02%
Year Ended October 31, 2011 (c)	$	9.23		0.17		0.20		0.37		(0.17	)		–			(0.17	)	$	9.43		4.06%	$	107,508,362		0.48%		1.82%		0.48%		14.28%
Year Ended October 31, 2010 (c)	$	8.37		0.17		0.82		0.99		(0.10	)		(0.03	)		(0.13	)	$	9.23		11.86%	$	96,798,604		0.47%		1.89%		0.47%		9.42%
Year Ended October 31, 2009 (c)	$	8.29		0.18		0.80		0.98		(0.19	)		(0.71	)		(0.90	)	$	8.37		13.54%	$	73,380,653		0.50%		2.38%		0.50%		20.17%
Class B Shares
Year Ended October 31, 2013 (c)	$	9.86		0.11		1.33		1.44		(0.09	)		(0.05	)		(0.14	)	$	11.16		14.74%	$	2,084,000		1.20%		1.07%		1.20%		32.04%
Year Ended October 31, 2012 (c)	$	9.30		0.09		0.60		0.69		(0.08	)		(0.05	)		(0.13	)	$	9.86		7.56%	$	5,228,875		1.20%		1.00%		1.20%		16.02%
Year Ended October 31, 2011 (c)	$	9.09		0.11		0.20		0.31		(0.10	)		–			(0.10	)	$	9.30		3.41%	$	10,862,496		1.21%		1.20%		1.21%		14.28%
Year Ended October 31, 2010 (c)	$	8.31		0.11		0.81		0.92		(0.11	)		(0.03	)		(0.14	)	$	9.09		11.14%	$	17,847,479		1.20%		1.24%		1.20%		9.42%
Year Ended October 31, 2009 (c)	$	8.24		0.13		0.78		0.91		(0.13	)		(0.71	)		(0.84	)	$	8.31		12.66%	$	22,546,617		1.21%		1.69%		1.21%		20.17%
Class C Shares
Year Ended October 31, 2013 (c)	$	9.79		0.09		1.33		1.42		(0.10	)		(0.05	)		(0.15	)	$	11.06		14.68%	$	137,680,905		1.19%		0.89%		1.19%		32.04%
Year Ended October 31, 2012 (c)	$	9.25		0.09		0.60		0.69		(0.10	)		(0.05	)		(0.15	)	$	9.79		7.58%	$	124,362,072		1.20%		0.97%		1.20%		16.02%
Year Ended October 31, 2011 (c)	$	9.05		0.11		0.20		0.31		(0.11	)		–			(0.11	)	$	9.25		3.37%	$	129,312,497		1.21%		1.13%		1.21%		14.28%
Year Ended October 31, 2010 (c)	$	8.28		0.10		0.81		0.91		(0.11	)		(0.03	)		(0.14	)	$	9.05		11.09%	$	142,313,710		1.20%		1.21%		1.20%		9.42%
Year Ended October 31, 2009 (c)	$	8.21		0.13		0.78		0.91		(0.13	)		(0.71	)		(0.84	)	$	8.28		12.72%	$	139,055,974		1.21%		1.68%		1.21%		20.17%
Class R2 Shares (d)
Year Ended October 31, 2013 (c)	$	9.74		0.13		1.32		1.45		(0.14	)		(0.05	)		(0.19	)	$	11.00		15.06%	$	207,910,628		0.84%		1.24%		0.84%		32.04%
Year Ended October 31, 2012 (c)	$	9.20		0.12		0.60		0.72		(0.13	)		(0.05	)		(0.18	)	$	9.74		7.96%	$	186,740,830		0.85%		1.31%		0.85%		16.02%
Year Ended October 31, 2011 (c)	$	9.01		0.14		0.19		0.33		(0.14	)		–			(0.14	)	$	9.20		3.67%	$	174,027,334		0.85%		1.46%		0.85%		14.28%
Year Ended October 31, 2010 (c)	$	8.24		0.13		0.81		0.94		(0.14	)		(0.03	)		(0.17	)	$	9.01		11.56%	$	158,746,294		0.83%		1.54%		0.83%		9.42%
Year Ended October 31, 2009 (c)	$	8.21		0.15		0.78		0.93		(0.19	)		(0.71	)		(0.90	)	$	8.24		13.11%	$	123,534,769		0.87%		1.94%		0.87%		20.17%
Institutional Class Shares
Year Ended October 31, 2013 (c)	$	9.90		0.20		1.35		1.55		(0.21	)		(0.05	)		(0.26	)	$	11.19		15.86%	$	284,753,727		0.20%		1.86%		0.20%		32.04%
Year Ended October 31, 2012 (c)	$	9.35		0.19		0.60		0.79		(0.19	)		(0.05	)		(0.24	)	$	9.90		8.64%	$	219,767,806		0.20%		1.95%		0.20%		16.02%
Year Ended October 31, 2011 (c)	$	9.15		0.19		0.21		0.40		(0.20	)		–			(0.20	)	$	9.35		4.38%	$	176,900,980		0.21%		2.06%		0.21%		14.28%
Year Ended October 31, 2010 (c)	$	8.37		0.19		0.82		1.01		(0.20	)		(0.03	)		(0.23	)	$	9.15		12.19%	$	131,966,219		0.20%		2.18%		0.20%		9.42%
Year Ended October 31, 2009 (c)	$	8.29		0.20		0.80		1.00		(0.21	)		(0.71	)		(0.92	)	$	8.37		13.87%	$	90,723,665		0.21%		2.61%		0.21%		20.17%
Service Class Shares
Year Ended October 31, 2013 (c)	$	9.90		0.16		1.34		1.50		(0.17	)		(0.05	)		(0.22	)	$	11.18		15.30%	$	992,441,693		0.60%		1.50%		0.60%		32.04%
Year Ended October 31, 2012 (c)	$	9.34		0.15		0.61		0.76		(0.15	)		(0.05	)		(0.20	)	$	9.90		8.30%	$	927,470,622		0.60%		1.56%		0.60%		16.02%
Year Ended October 31, 2011 (c)	$	9.14		0.16		0.20		0.36		(0.16	)		–			(0.16	)	$	9.34		3.96%	$	897,059,520		0.61%		1.71%		0.61%		14.28%
Year Ended October 31, 2010 (c)	$	8.36		0.16		0.81		0.97		(0.16	)		(0.03	)		(0.19	)	$	9.14		11.76%	$	891,324,745		0.59%		1.81%		0.59%		9.42%
Year Ended October 31, 2009 (c)	$	8.28		0.17		0.80		0.97		(0.18	)		(0.71	)		(0.89	)	$	8.36		13.40%	$	813,670,095		0.63%		2.24%		0.63%		20.17%

Amounts designated as “–” are zero or have been rounded to zero.

(a) Excludes sales charge.

(b) Portfolio turnover is calculated on the basis of the Fund as a whole without distinguishing among the classes of shares.

(c) Per share calculations were performed using average shares method.

(d) Effective February 28, 2009, Class R Shares were renamed Class R2 Shares.

The accompanying notes are an integral part of these financial statements.

45

Fund Commentary Nationwide Investor Destinations Moderately Conservative Fund

For the annual period ended October 31, 2013, the Nationwide Investor Destinations Moderately Conservative Fund (Service Class) returned 9.53% versus 10.58% for its composite benchmark*, 30% Russell 3000® Index, 10% MSCI EAFE® Index, 35% Barclays U.S. Aggregate Bond Index and 25% Barclays U.S. 1-3 Year Government/Credit Bond Index. For broader comparison, the median return for the Fund’s closest Lipper peer category of Mixed-Asset Target Allocation Moderate Funds (consisting of 531 funds as of October 31, 2013) was 13.83% for the same time period.

*The Fund changed its composite benchmark on September 30, 2013. The Fund’s former composite benchmark, comprising 40% S&P 500® Index, 35% Barclays U.S. Aggregate Bond Index and 25% Citigroup 3-Month Treasury Bill Index, returned 9.90% for the annual period ended October 31, 2013.

The Fund’s return for the 12-month period covered in this report was primarily driven by strong positive returns across the equity markets in the U.S. and foreign developed countries. In general, U.S. equity markets led the way as large-, mid- and small-capitalization stocks posted double-digit gains. Specifically, the S&P 500 Index (representing large-cap stocks) rose more than 27%, S&P MidCap 400® Index (mid-cap stocks) increased more than 33% and Russell 2000® Index (small-cap stocks) gained more than 36%. During the period, the U.S. Federal Reserve (Fed) reaffirmed its intent to support the economy by maintaining its pace of asset purchases, helping to underpin the gains delivered in the U.S. equity markets.

The equity markets within foreign developed countries (as distinguished from emerging market countries) generally posted double-digit returns as well. The MSCI EAFE Index (representing developed international markets) posted a gain of nearly 27% during the period. Concerns regarding political and economic uncertainty in various parts of the eurozone receded further from the headlines and were also helped by the Fed’s decision not to taper (gradually reduce) its pace of asset purchases and the dissipation of tensions in Syria.

With regard to intermediate-term, investment-grade U.S. fixed-income bonds, the Barclays U.S. Aggregate Bond Index (representing such U.S. bonds) posted a negative return of -1.08% during the period. Interest rates on the bellwether 10-year U.S. Treasury note increased nearly 100 basis points during the period, beginning November 2012 at 1.62%, increasing to 3.00% by early September 2013 and easing back at the end of the period to 2.56% after the Fed’s announcement to postpone the tapering of its asset purchases. The rise in interest rates generally coincided with an increase in intermediate- and long-term bond prices and a decrease in bond returns for the period as a whole. Short-term bond interest rates remained range-bound near zero, effectively keeping returns in the very low single digits.

The returns from the Fund’s investments in the Nationwide S&P 500 Index Fund and Nationwide International Index Fund, combined with their sizable allocations within the Fund, made these underlying funds the largest contributors to the Fund’s return during the period, as shown in the chart below.

The negative returns from the Fund’s investments in the Nationwide Bond Index Fund and Nationwide Inflation-Protected Securities Fund made these underlying funds the only detractors from the Fund’s return during the period, as shown in the chart below.

Portfolio Manager:

Thomas R. Hickey Jr., Nationwide Fund Advisors

The Fund is designed to provide diversification across a variety of asset classes, primarily by investing in underlying funds. Therefore, in addition to the expenses of the Fund, each investor is indirectly paying a proportionate share of the applicable fees and expenses of its underlying funds.

Investments in the Fund are subject to the risks of its underlying funds. Please refer to the summary prospectus for a more detailed explanation of the Fund’s principal risks.

The Fund may invest in the Nationwide Contract, which is a fixed interest contract issued and guaranteed by Nationwide Life Insurance Company (Nationwide), an affiliate of the Fund’s investment adviser, Nationwide Fund Advisors. If Nationwide becomes unable to meet this guarantee, a Fund that invests in the Nationwide Contract may lose money from unpaid principal or unpaid or reduced interest.

46

Fund Commentary (con’t.) Nationwide Investor Destinations Moderately Conservative Fund

Asset allocation is the process of spreading assets across several different investment styles and asset classes. The purpose is to potentially reduce long-term risk and capture potential profits across various asset classes.

There is no assurance that the investment objective of any fund (or that of any underlying fund) will be achieved or that a diversified portfolio will produce better results than a nondiversified portfolio. Diversification does not guarantee returns or insulate an investor from potential losses, including the possible loss of principal.

A description of the benchmarks can be found on the Market Index Definitions page at the back of this book.

Note: On September 30, 2013, important changes were made to the Fund’s allocations, including the addition of three more underlying investments — Nationwide Alternatives Allocation Fund, Nationwide Core Plus Bond Fund and Nationwide Ziegler Equity Income Fund. These new underlying investments are included in the chart to the right, but are not included in the chart below.

Actual Underlying Fund Allocations

(as of October 31, 2013)

Nationwide Bond Index Fund	20%
Nationwide Contract	15%
Nationwide S&P 500 Index Fund	13%
Nationwide Alternatives Allocation Fund	10%
Nationwide International Index Fund	10%
Nationwide Enhanced Income Fund	10%
Nationwide Mid Cap Market Index Fund	7%
Nationwide Inflation-Protected Securities Fund	5%
Nationwide Core Plus Bond Fund	4%
Nationwide Ziegler Equity Income Fund	3%
Nationwide Small Cap Index Fund	3%
	100%

Actual underlying fund allocations in the chart above are stated as a percentage of the Fund’s total net assets. Allocations may change over time in order for the Fund to meet its objective or due to market and/or economic conditions.

Contributions of Underlying Funds to Fund Performance

(For the year ended October 31, 2013)

The contribution of underlying funds to Fund performance is based on target underlying fund allocations through the reporting period. Returns reflect the impact of each underlying fund’s fees and expenses, but do not reflect the Nationwide Investor Destinations Moderately Conservative Fund’s fees and expenses. Performance is based on the 12-month trailing returns of the underlying funds and their respective allocation on the last day of the reporting period, October 31, 2013, and may not result in the annualized return of the Fund. The Nationwide Alternatives Allocation Fund, Nationwide Core Plus Bond Fund and Nationwide Ziegler Equity Income Fund are not shown since they were held as underlying investments for only one month of the reporting period. Day-to-day market activity will likely cause the Fund’s target allocations to fluctuate. Under ordinary circumstances, Nationwide Fund Advisors periodically will rebalance the assets of the Fund in order to conform its actual allocations to those stated in the then-current prospectus. The asset class target allocations are subject to change at any time and without notice. For more information, refer to the Fund’s prospectus.

47

Fund Overview Nationwide Investor Destinations Moderately Conservative Fund

Objective

The Fund seeks to maximize total investment return for a moderately conservative level of risk.

Highlights

Ÿ The Fund’s investments in U.S. and foreign developed market mutual funds account for more than 35% of its allocations and contributed more than 95% to the returns of the Fund during the period

Ÿ Two of the Fund’s investments in U.S. bonds detracted from returns during the period

Ÿ The Fund recently added exposures to six additional asset classes within three additional underlying funds that are intended to help diversify the sources of risk and return for the Fund

Asset Allocation†

Fixed Income Funds	39.0%
Equity Funds	36.1%
Fixed Contract	15.0%
Alternative Assets	10.0%
Liabilities in excess of other assets	(0.1%)
	100.0%

Top Holdings††

Nationwide Bond Index Fund, Institutional Class	20.0%
Nationwide Fixed Contract	15.0%
Nationwide S&P 500 Index Fund, Institutional Class	13.0%
Nationwide International Index Fund, Institutional Class	10.0%
Nationwide Enhanced Income Fund, Institutional Class	10.0%
Nationwide Alternatives Allocation Fund, Institutional Class	10.0%
Nationwide Mid Cap Market Index Fund, Institutional Class	7.0%
Nationwide Inflation-Protected Securities Fund, Institutional Class	5.0%
Nationwide Core Plus Bond Fund, Institutional Class	4.0%
Nationwide Ziegler Equity Income Fund, Institutional Class	3.0%
Nationwide Small Cap Index Fund, Institutional Class	3.0%
	100.0%

† Percentages indicated are based upon net assets as of October 31, 2013.

†† Percentages indicated are based upon total investments as of October 31, 2013.

48

Fund Performance Nationwide Investor Destinations Moderately Conservative Fund

Average Annual Total Return

(For periods ended October 31, 2013)		1 Yr.		5 Yr.		10 Yr.
Class A	w/o SC1		9.59%		8.48%		5.34%
	w/SC2		3.27%		7.19%		4.72%
Class B	w/o SC1		8.81%		7.71%		4.60%
	w/SC3		3.81%		7.41%		4.60%
Class C	w/o SC1		8.88%		7.73%		4.61%
	w/SC4		7.88%		7.73%		4.61%
Class R25,6			9.30%		8.11%		5.06%
Institutional Class5,7			9.93%		8.81%		5.62%
Service Class5			9.53%		8.36%		5.23%

Expense Ratios

	Expense Ratio*
Class A	0.76%
Class B	1.47%
Class C	1.47%
Class R2	1.11%
Institutional Class	0.47%
Service Class	0.87%

*Current effective prospectus dated March 1, 2013. Expenses also include indirect underlying fund expenses. Please see the Fund’s most recent prospectus for details.

All figures showing the effect of a sales charge (SC) reflect the maximum charge possible, because it has the most significant effect on performance data.

¹  These returns do not reflect the effects of SCs.

²  A 5.75% front-end sales charge was deducted.

³  A 5.00% maximum contingent deferred sales charge (CDSC) was deducted. The CDSC declines to 0% after 6 years and is not deducted from returns after 6 years.

⁴  A 1.00% CDSC was deducted from the one year return because it is charged when you sell Class C shares within the first year after purchase.

⁵  Not subject to any SCs.

⁶  Effective February 28, 2009, Class R Shares were renamed Class R2 Shares.

⁷  These returns until the creation of Institutional Class shares (12/29/04) include the performance of the Fund’s Class B shares. The returns have been adjusted for the fact that Institutional Class shares do not have any applicable SCs but have not been adjusted for the lower expenses applicable to Institutional Class shares. Excluding the effect of any fee waivers or reimbursements, such prior performance is similar to what Institutional Class shares would have produced because the Institutional Class shares invest in the same portfolio of securities as Class B shares.

49

Fund Performance (con’t.) Nationwide Investor Destinations Moderately Conservative Fund

Performance of a $10,000 Investment

Investment return and principal value will fluctuate, and when redeemed, shares may be worth more or less than original cost. Past performance is no guarantee of future results and does not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares. Investing in mutual funds involves market risk, including loss of principal. Performance returns assume the reinvestment of all distributions.

Comparative performance of $10,000 invested in Service Class shares of the Nationwide Investor Destinations Moderately Conservative Fund versus the Barclays U.S. Aggregate Bond Index, the Russell 3000® Index, the MSCI EAFE® Index, the Barclays U.S. 1-3 Year Government/Credit Bond Index, the Citigroup 3-Month Treasury Bill (T-Bill) Index, the S&P 500® Index, the Current Composite Index*, the Former Composite Index** and the Consumer Price Index (CPI) over the 10-year period ended 10/31/13. Unlike the Fund, the performance for these unmanaged indexes does not reflect any fees, expenses, or sales charges. Investors cannot invest directly in market indexes. A description of the benchmarks can be found on the Market Index Definitions page at the back of this book.

* The Current Composite Index comprises 30% Russell 3000® Index, 35% Barclays U.S. Aggregate Bond Index, 10% MSCI EAFE® Index and 25% Barclays U.S. 1-3 Year Gov’t/Credit Bond Index.

** The Former Composite Index comprises 35% Barclays U.S. Aggregate Bond Index, 25% Citigroup 3-Month T-Bill Index and 40% S&P 500® Index.

50

Shareholder Expense Example Nationwide Investor Destinations Moderately Conservative Fund

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, including sales charges (loads) paid on purchase payments and redemption fees; and (2) ongoing costs, including investment advisory fees, administration fees, distribution fees and other Fund expenses. The examples below are intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds. Per Securities and Exchange Commission (“SEC”) requirements, the examples assume that you had a $1,000 investment in the Class at the beginning of the reporting period (May 1, 2013) and continued to hold your shares at the end of the reporting period (October 31, 2013).

Actual Expenses

For each Class of the Fund in the table below, the first line provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid from May 1, 2013 through October 31, 2013. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line of each Class under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.

Hypothetical Expenses for Comparison Purposes

The second line of each Class in the table below provides information about hypothetical account values and hypothetical expenses based on the Class’ actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Class’ actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period from May 1, 2013 through October 31, 2013. You may use this information to compare the ongoing costs of investing in the Class of the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transaction costs, such as sales charges (loads) or redemption fees. If these transaction costs were included, your costs would have been higher. Therefore, the second line for each Class in the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. The examples also assume all dividends and distributions are reinvested.

Schedule of Shareholder Expenses

Expense Analysis of a $1,000 Investment

Nationwide Investor Destinations Moderately Conservative Fund October 31, 2013			Beginning Account Value ($) 05/01/13	Ending Account Value ($) 10/31/13	Expenses Paid During Period ($) 05/01/13- 10/31/13a	Expense Ratio During Period (%) 05/01/13- 10/31/13a
Class A Shares	Actual	b	1,000.00	1,032.00	2.71	0.53
	Hypothetical	b,c	1,000.00	1,022.53	2.70	0.53
Class B Shares	Actual	b	1,000.00	1,028.00	6.19	1.21
	Hypothetical	b,c	1,000.00	1,019.11	6.16	1.21
Class C Shares	Actual	b	1,000.00	1,028.60	6.19	1.21
	Hypothetical	b,c	1,000.00	1,019.11	6.16	1.21
Class R2 Shares	Actual	b	1,000.00	1,030.20	4.40	0.86
	Hypothetical	b,c	1,000.00	1,020.87	4.38	0.86
Institutional Class Shares	Actual	b	1,000.00	1,033.30	1.08	0.21
	Hypothetical	b,c	1,000.00	1,024.15	1.07	0.21
Service Class Shares	Actual	b	1,000.00	1,032.30	3.12	0.61
	Hypothetical	b,c	1,000.00	1,022.13	3.11	0.61

a Expenses are based on the direct expenses of the Fund and do not include the effect of the underlying Funds’ expenses, which are disclosed in the Fee and Expense table and described more fully in a footnote to that table in your Fund Prospectus.

b Expenses are equal to the Fund’s annualized expense ratio multiplied by the average account value from May 1, 2013 through October 31, 2013 multiplied to reflect one-half year period. The expense ratio presented represents a six-month, annualized ratio in accordance with Securities and Exchange Commission guidelines.

c Represents the hypothetical 5% return before expenses.

51

Statement of Investments

October 31, 2013

Nationwide Investor Destinations Moderately Conservative Fund

Mutual Funds 85.1%
	Shares		Market Value
Alternative Assets 10.0%
Nationwide Alternatives Allocation Fund, Institutional Class (a)		5,890,554	$	57,845,236
Total Alternative Assets (cost $57,138,369)				57,845,236
Equity Funds 36.1%
Nationwide International Index Fund, Institutional Class (a)		6,864,969		58,008,986
Nationwide Mid Cap Market Index Fund, Institutional Class (a)		2,170,800		40,767,621
Nationwide S&P 500 Index Fund, Institutional Class (a)		5,168,534		75,357,231
Nationwide Small Cap Index Fund, Institutional Class (a)		1,109,199		17,469,881
Nationwide Ziegler Equity Income Fund, Institutional Class *(a)		1,417,779		17,622,990
Total Equity Funds (cost $160,144,005)				209,226,709
Fixed Income Funds 39.0%
Nationwide Bond Index Fund, Institutional Class (a)		10,266,137		116,212,668
Nationwide Core Plus Bond Fund, Institutional Class (a)		2,264,882		23,147,099
Nationwide Enhanced Income Fund, Institutional Class (a)		6,509,415		57,868,703
Nationwide Inflation-Protected Securities Fund, Institutional Class (a)		3,054,760		28,836,937
Total Fixed Income Funds (cost $231,065,470)				226,065,407
Total Mutual Funds (cost $448,347,844)				493,137,352
Fixed Contract 15.0%
	Principal Amount		Market Value
Nationwide Fixed Contract, 3.50% (a)(b)	$	87,005,416		87,005,416
Total Fixed Contract (cost $87,005,416)				87,005,416
Total Investments (cost $535,353,260) (c) —100.1%				580,142,768
Liabilities in excess of other assets — (0.1)%				(322,552	)
NET ASSETS — 100.0%			$	579,820,216

* Denotes a non-income producing security.

(a) Investment in affiliate.

(b) The Nationwide Fixed Contract rate changes quarterly. The security is restricted and, as the affiliated counterparty is required by contract to redeem daily upon request, it has been deemed liquid pursuant to procedures approved by the Board of Trustees.

(c) See notes to financial statements for tax unrealized appreciation/(depreciation) of securities.

The accompanying notes are an integral part of these financial statements.

52

Statement of Assets and Liabilities

October 31, 2013

	Nationwide Investor Destinations Moderately Conservative Fund
Assets:
Investments in affiliates, at value (cost $535,353,260)	$	580,142,768
Cash		209
Receivable for capital shares issued		381,189
Prepaid expenses		37,159
Total Assets		580,561,325
Liabilities:
Payable for investments purchased		12,098
Payable for capital shares redeemed		383,266
Accrued expenses and other payables:
Investment advisory fees		63,763
Fund administration fees		18,257
Distribution fees		151,988
Administrative servicing fees		70,756
Accounting and transfer agent fees		12,893
Trustee fees		200
Custodian fees		2,013
Compliance program costs (Note 3)		313
Professional fees		15,393
Printing fees		9,555
Other		614
Total Liabilities		741,109
Net Assets	$	579,820,216
Represented by:
Capital	$	508,768,330
Accumulated undistributed net investment income		661,891
Accumulated net realized gains from affiliated investments		25,600,487
Net unrealized appreciation/(depreciation) from investments in affiliates		44,789,508
Net Assets	$	579,820,216
Net Assets:
Class A Shares	$	48,814,648
Class B Shares		898,699
Class C Shares		46,881,793
Class R2 Shares		88,286,612
Institutional Class Shares		93,302,759
Service Class Shares		301,635,705
Total	$	579,820,216
Shares Outstanding (unlimited number of shares authorized):
Class A Shares		4,391,922
Class B Shares		80,648
Class C Shares		4,236,484
Class R2 Shares		7,934,853
Institutional Class Shares		8,322,610
Service Class Shares		27,011,363
Total		51,977,880

53

Statement of Assets and Liabilities (Continued)

October 31, 2013

	Nationwide Investor Destinations Moderately Conservative Fund
Net asset value and redemption price per share (Net assets by class divided by shares outstanding by class, respectively):
Class A Shares (a)	$	11.11
Class B Shares (b)	$	11.14
Class C Shares (c)	$	11.07
Class R2 Shares	$	11.13
Institutional Class Shares	$	11.21
Service Class Shares	$	11.17
Maximum offering price per share (100%/(100%-maximum sales charge) of net asset value adjusted to the nearest cent):
Class A Shares	$	11.79
Maximum Sales Charge:
Class A Shares		5.75	%

(a) For Class A Shares, the redemption price per share is reduced by 1.00% on sales of shares of original purchases of $1,000,000 or more or that were not subject to a front-end sales charge made within 18 months of the purchase date.

(b) For Class B Shares, the redemption price per share varies by the length of time shares are held.

(c) For Class C Shares, the redemption price per share is reduced by 1.00% for shares held less than one year.

The accompanying notes are an integral part of these financial statements.

54

Statement of Operations

For the Year Ended October 31, 2013

	Nationwide Investor Destinations Moderately Conservative Fund
INVESTMENT INCOME:
Dividend income from affiliates	$	9,208,841
Interest income from affiliates		2,749,038
Total Income		11,957,879
EXPENSES:
Investment advisory fees		736,727
Fund administration fees		191,250
Distribution fees Class A		116,634
Distribution fees Class B		11,182
Distribution fees Class C		434,116
Distribution fees Class R2		434,924
Distribution fees Service Class		767,416
Administrative servicing fees Class A		28,841
Administrative servicing fees Class R2		129,145
Administrative servicing fees Service Class		460,244
Registration and filing fees		68,955
Professional fees		33,123
Printing fees		16,826
Trustee fees		19,117
Custodian fees		21,379
Accounting and transfer agent fees		95,464
Compliance program costs (Note 3)		2,032
Other		16,833
Total expenses before earnings credit		3,584,208
Earnings credit (Note 5)		(1	)
Net Expenses		3,584,207
NET INVESTMENT INCOME		8,373,672
REALIZED/UNREALIZED GAINS (LOSSES) FROM INVESTMENTS:
Net realized gain distributions from underlying affiliated funds		3,996,958
Net realized gains from investment transactions with affiliates		40,899,282
Net realized gains from affiliated investments		44,896,240
Net change in unrealized appreciation/(depreciation) from investments in affiliates		(1,962,287	)
Net realized/unrealized gains from affiliated investments		42,933,953
CHANGE IN NET ASSETS RESULTING FROM OPERATIONS	$	51,307,625

The accompanying notes are an integral part of these financial statements.

55

Statements of Changes in Net Assets

	Nationwide Investor Destinations Moderately Conservative Fund
	Year Ended October 31, 2013			Year Ended October 31, 2012
Operations:
Net investment income	$	8,373,672		$	8,771,046
Net realized gains from affiliated investments		44,896,240			4,788,937
Net change in unrealized appreciation/(depreciation) from investments in affiliates		(1,962,287	)		20,565,691
Change in net assets resulting from operations		51,307,625			34,125,674
Distributions to Shareholders From:
Net investment income:
Class A		(790,719	)		(731,332	)
Class B		(11,210	)		(21,703	)
Class C		(442,720	)		(449,061	)
Class R2		(1,172,443	)		(1,219,869	)
Institutional Class		(1,593,164	)		(1,323,095	)
Service Class		(4,898,835	)		(5,089,246	)
Net realized gains:
Class A		(626,934	)		(382,640	)
Class B		(18,026	)		(23,918	)
Class C		(594,060	)		(395,891	)
Class R2		(1,190,565	)		(821,285	)
Institutional Class		(1,028,081	)		(574,644	)
Service Class		(4,228,483	)		(2,977,979	)
Change in net assets from shareholder distributions		(16,595,240	)		(14,010,663	)
Change in net assets from capital transactions		(2,485,220	)		23,688,151
Change in net assets		32,227,165			43,803,162
Net Assets:
Beginning of year		547,593,051			503,789,889
End of year	$	579,820,216		$	547,593,051
Accumulated undistributed net investment income at end of year	$	661,891		$	700,147
CAPITAL TRANSACTIONS:
Class A Shares
Proceeds from shares issued	$	16,704,699		$	13,398,701
Dividends reinvested		1,013,536			790,087
Cost of shares redeemed		(16,171,370	)		(8,221,513	)
Total Class A Shares		1,546,865			5,967,275
Class B Shares
Proceeds from shares issued		57,939			135,383
Dividends reinvested		25,751			34,410
Cost of shares redeemed		(739,852	)		(1,364,733	)
Total Class B Shares		(656,162	)		(1,194,940	)
Class C Shares
Proceeds from shares issued		10,964,387			10,429,778
Dividends reinvested		502,323			377,866
Cost of shares redeemed		(8,616,439	)		(9,874,261	)
Total Class C Shares		2,850,271			933,383

56

Statements of Changes in Net Assets (Continued)

	Nationwide Investor Destinations Moderately Conservative Fund
	Year Ended October 31, 2013			Year Ended October 31, 2012
CAPITAL TRANSACTIONS: (continued)
Class R2 Shares
Proceeds from shares issued	$	9,853,636		$	13,622,774
Dividends reinvested		2,282,342			1,970,575
Cost of shares redeemed		(15,025,660	)		(13,484,241	)
Total Class R2 Shares		(2,889,682	)		2,109,108
Institutional Class Shares
Proceeds from shares issued		59,582,114			20,915,768
Dividends reinvested		2,620,089			1,897,424
Cost of shares redeemed		(44,476,814	)		(9,193,153	)
Total Institutional Class Shares		17,725,389			13,620,039
Service Class Shares
Proceeds from shares issued		39,820,384			39,162,376
Dividends reinvested		9,127,318			8,067,220
Cost of shares redeemed		(70,009,603	)		(44,976,310	)
Total Service Class Shares		(21,061,901	)		2,253,286
Change in net assets from capital transactions	$	(2,485,220	)	$	23,688,151
SHARE TRANSACTIONS:
Class A Shares
Issued		1,554,739			1,307,142
Reinvested		97,016			78,723
Redeemed		(1,505,531	)		(804,446	)
Total Class A Shares		146,224			581,419
Class B Shares
Issued		5,355			13,937
Reinvested		2,473			3,457
Redeemed		(69,551	)		(133,356	)
Total Class B Shares		(61,723	)		(115,962	)
Class C Shares
Issued		1,028,773			1,021,811
Reinvested		48,420			38,024
Redeemed		(811,185	)		(972,228	)
Total Class C Shares		266,008			87,607
Class R2 Shares
Issued		922,547			1,328,773
Reinvested		218,515			196,723
Redeemed		(1,404,329	)		(1,314,245	)
Total Class R2 Shares		(263,267	)		211,251
Institutional Class Shares
Issued		5,491,565			2,031,905
Reinvested		248,037			187,174
Redeemed		(4,095,776	)		(888,672	)
Total Institutional Class Shares		1,643,826			1,330,407

57

Statements of Changes in Net Assets (Continued)

	Nationwide Investor Destinations Moderately Conservative Fund
	Year Ended October 31, 2013			Year Ended October 31, 2012
SHARE TRANSACTIONS: (continued)
Service Class Shares
Issued		3,699,770			3,799,940
Reinvested		870,046			801,659
Redeemed		(6,484,136	)		(4,371,081	)
Total Service Class Shares		(1,914,320	)		230,518
Total change in shares		(183,252	)		2,325,240

The accompanying notes are an integral part of these financial statements.

58

Financial Highlights

Selected data for each share of capital outstanding throughout the periods indicated

Nationwide Investor Destinations Moderately Conservative Fund

			Operations						Distributions													Ratios/Supplemental Data
	Net Asset Value, Beginning of Period		Net Investment Income		Net Realized and Unrealized Gains from Investments		Total from Operations		Net Investment Income			Net Realized Gains			Total Distributions			Net Asset Value, End of Period		Total Return (a)		Net Assets at End of Period		Ratio of Expenses to Average Net Assets		Ratio of Net Investment Income to Average Net Assets		Ratio of Expenses (Prior to Reimbursements) to Average Net Assets		Portfolio Turnover (b)
Class A Shares
Year Ended October 31, 2013 (c)	$	10.46		0.17		0.81		0.98		(0.18	)		(0.15	)		(0.33	)	$	11.11		9.59%	$	48,814,648		0.52%		1.58%		0.52%		36.85%
Year Ended October 31, 2012 (c)	$	10.08		0.18		0.49		0.67		(0.19	)		(0.10	)		(0.29	)	$	10.46		6.81%	$	44,422,496		0.51%		1.80%		0.51%		20.61%
Year Ended October 31, 2011 (c)	$	9.86		0.20		0.22		0.42		(0.20	)		–			(0.20	)	$	10.08		4.31%	$	36,925,502		0.49%		1.99%		0.49%		17.89%
Year Ended October 31, 2010 (c)	$	9.21		0.21		0.64		0.85		(0.20	)		–			(0.20	)	$	9.86		9.38%	$	33,209,551		0.50%		2.17%		0.50%		12.60%
Year Ended October 31, 2009 (c)	$	8.64		0.21		0.82		1.03		(0.22	)		(0.24	)		(0.46	)	$	9.21		12.46%	$	27,499,985		0.52%		2.47%		0.52%		22.80%
Class B Shares
Year Ended October 31, 2013 (c)	$	10.48		0.10		0.81		0.91		(0.10	)		(0.15	)		(0.25	)	$	11.14		8.81%	$	898,699		1.21%		0.95%		1.21%		36.85%
Year Ended October 31, 2012 (c)	$	10.09		0.11		0.49		0.60		(0.11	)		(0.10	)		(0.21	)	$	10.48		6.09%	$	1,491,869		1.22%		1.11%		1.22%		20.61%
Year Ended October 31, 2011 (c)	$	9.86		0.13		0.22		0.35		(0.12	)		–			(0.12	)	$	10.09		3.55%	$	2,605,396		1.22%		1.33%		1.22%		17.89%
Year Ended October 31, 2010 (c)	$	9.21		0.14		0.64		0.78		(0.13	)		–			(0.13	)	$	9.86		8.58%	$	4,807,063		1.21%		1.48%		1.21%		12.60%
Year Ended October 31, 2009 (c)	$	8.64		0.15		0.82		0.97		(0.16	)		(0.24	)		(0.40	)	$	9.21		11.68%	$	5,867,608		1.22%		1.80%		1.22%		22.80%
Class C Shares
Year Ended October 31, 2013 (c)	$	10.42		0.10		0.81		0.91		(0.11	)		(0.15	)		(0.26	)	$	11.07		8.88%	$	46,881,793		1.21%		0.90%		1.21%		36.85%
Year Ended October 31, 2012 (c)	$	10.04		0.11		0.49		0.60		(0.12	)		(0.10	)		(0.22	)	$	10.42		6.09%	$	41,368,353		1.22%		1.10%		1.22%		20.61%
Year Ended October 31, 2011 (c)	$	9.82		0.13		0.22		0.35		(0.13	)		–			(0.13	)	$	10.04		3.55%	$	38,970,245		1.22%		1.27%		1.22%		17.89%
Year Ended October 31, 2010 (c)	$	9.18		0.14		0.64		0.78		(0.14	)		–			(0.14	)	$	9.82		8.65%	$	40,700,682		1.21%		1.46%		1.21%		12.60%
Year Ended October 31, 2009 (c)	$	8.61		0.15		0.82		0.97		(0.16	)		(0.24	)		(0.40	)	$	9.18		11.64%	$	38,316,174		1.22%		1.79%		1.22%		22.80%
Class R2 Shares(d)
Year Ended October 31, 2013 (c)	$	10.47		0.13		0.83		0.96		(0.15	)		(0.15	)		(0.30	)	$	11.13		9.30%	$	88,286,612		0.86%		1.25%		0.86%		36.85%
Year Ended October 31, 2012 (c)	$	10.09		0.15		0.48		0.63		(0.15	)		(0.10	)		(0.25	)	$	10.47		6.43%	$	85,855,793		0.86%		1.45%		0.86%		20.61%
Year Ended October 31, 2011 (c)	$	9.87		0.16		0.23		0.39		(0.17	)		–			(0.17	)	$	10.09		3.92%	$	80,556,773		0.87%		1.61%		0.87%		17.89%
Year Ended October 31, 2010 (c)	$	9.22		0.17		0.65		0.82		(0.17	)		–			(0.17	)	$	9.87		9.00%	$	72,987,185		0.85%		1.78%		0.85%		12.60%
Year Ended October 31, 2009 (c)	$	8.65		0.18		0.82		1.00		(0.19	)		(0.24	)		(0.43	)	$	9.22		12.09%	$	55,375,781		0.89%		2.06%		0.89%		22.80%
Institutional Class Shares
Year Ended October 31, 2013 (c)	$	10.55		0.20		0.82		1.02		(0.21	)		(0.15	)		(0.36	)	$	11.21		9.93%	$	93,302,759		0.21%		1.88%		0.21%		36.85%
Year Ended October 31, 2012 (c)	$	10.16		0.22		0.49		0.71		(0.22	)		(0.10	)		(0.32	)	$	10.55		7.17%	$	70,457,429		0.22%		2.09%		0.22%		20.61%
Year Ended October 31, 2011 (c)	$	9.94		0.23		0.22		0.45		(0.23	)		–			(0.23	)	$	10.16		4.55%	$	54,326,098		0.22%		2.21%		0.22%		17.89%
Year Ended October 31, 2010 (c)	$	9.28		0.23		0.66		0.89		(0.23	)		–			(0.23	)	$	9.94		9.74%	$	38,719,904		0.21%		2.39%		0.21%		12.60%
Year Ended October 31, 2009 (c)	$	8.70		0.24		0.83		1.07		(0.25	)		(0.24	)		(0.49	)	$	9.28		12.83%	$	20,004,640		0.22%		2.73%		0.22%		22.80%
Service Class Shares
Year Ended October 31, 2013 (c)	$	10.51		0.16		0.82		0.98		(0.17	)		(0.15	)		(0.32	)	$	11.17		9.53%	$	301,635,705		0.61%		1.50%		0.61%		36.85%
Year Ended October 31, 2012 (c)	$	10.12		0.17		0.50		0.67		(0.18	)		(0.10	)		(0.28	)	$	10.51		6.77%	$	303,997,111		0.62%		1.70%		0.62%		20.61%
Year Ended October 31, 2011 (c)	$	9.90		0.19		0.22		0.41		(0.19	)		–			(0.19	)	$	10.12		4.15%	$	290,405,875		0.62%		1.86%		0.62%		17.89%
Year Ended October 31, 2010 (c)	$	9.25		0.20		0.64		0.84		(0.19	)		–			(0.19	)	$	9.90		9.22%	$	283,720,301		0.60%		2.05%		0.60%		12.60%
Year Ended October 31, 2009 (c)	$	8.68		0.21		0.81		1.02		(0.21	)		(0.24	)		(0.45	)	$	9.25		12.32%	$	263,198,654		0.64%		2.38%		0.64%		22.80%

Amounts designated as “–” are zero or have been rounded to zero.

(a) Excludes sales charge.

(b) Portfolio turnover is calculated on the basis of the Fund as a whole without distinguishing among the classes of shares.

(c) Per share calculations were performed using average shares method.

(d) Effective February 28, 2009, Class R Shares were renamed Class R2 Shares.

The accompanying notes are an integral part of these financial statements.

59

Fund Commentary Nationwide Investor Destinations Conservative Fund

For the annual period ended October 31, 2013, the Nationwide Investor Destinations Conservative Fund (Service Class) returned 4.16% versus 5.14% for its composite benchmark*, 15% Russell 3000® Index, 5% MSCI EAFE® Index, 40% Barclays U.S. Aggregate Bond Index, 35% Barclays U.S. 1-3 Year Government/Credit Bond Index and 5% Citigroup 3-Month Treasury Bill (T-Bill) Index. For broader comparison, the median return for the Fund’s closest Lipper peer category of Mixed-Asset Target Allocation Conservative Funds (consisting of 353 funds as of October 31, 2013) was 7.20% for the same time period.

*The Fund changed its composite benchmark on September 30, 2013. The Fund’s former composite benchmark, comprising 20% S&P 500® Index, 35% Barclays U.S. Aggregate Bond Index and 45% Citigroup 3-Month Treasury Bill Index, returned 4.69% for the annual period ended October 31, 2013.

The Fund’s return for the 12-month period covered in this report was primarily driven by strong positive returns across the equity markets in the U.S. and foreign developed countries. In general, U.S. equity markets led the way as large-, mid- and small-capitalization stocks posted double-digit gains. Specifically, the S&P 500 Index (representing large-cap stocks) rose more than 27%, S&P MidCap 400® Index (mid-cap stocks) increased more than 33% and Russell 2000® Index (small-cap stocks) gained more than 36%. During the period, the U.S. Federal Reserve (Fed) reaffirmed its intent to support the economy by maintaining its pace of asset purchases, helping to underpin the gains delivered in the U.S. equity markets.

The equity markets within foreign developed countries (as distinguished from emerging market countries) generally posted double-digit returns as well. The MSCI EAFE Index (representing developed international markets) posted a gain of nearly 27% during the period. Concerns regarding political and economic uncertainty in various parts of the eurozone receded further from the headlines and were also helped by the Fed’s decision not to taper (gradually reduce) its pace of asset purchases and the dissipation of tensions in Syria.

With regard to intermediate-term, investment-grade U.S. fixed-income bonds, the Barclays U.S. Aggregate Bond Index (representing such U.S. bonds) posted a negative return of -1.08% during the period. Interest rates on the bellwether 10-year U.S. Treasury note increased nearly 100 basis points during the period, beginning November 2012 at 1.62%, increasing to 3.00% by early September 2013 and easing back at the end of the period to 2.56% after the Fed’s announcement to postpone the tapering of its asset purchases. The rise in interest rates generally coincided with an increase in intermediate- and long-term bond prices and a decrease in bond returns for the period as a whole. Short-term bond interest rates remained range-bound near zero, effectively keeping returns in the very low single digits.

The returns from the Fund’s investments in the Nationwide S&P 500 Index Fund and Nationwide International Index Fund, combined with their sizable allocations within the Fund, made these underlying funds the largest contributors to the Fund’s return during the period, as shown in the chart below.

The negative returns from the Fund’s investments in the Nationwide Bond Index Fund and Nationwide Inflation-Protected Securities Fund made these underlying funds the only detractors from the Fund’s return during the period, as shown in the chart below.

Portfolio Manager:

Thomas R. Hickey Jr., Nationwide Fund Advisors

The Fund is designed to provide diversification across a variety of asset classes, primarily by investing in underlying funds. Therefore, in addition to the expenses of the Fund, each investor is indirectly paying a proportionate share of the applicable fees and expenses of its underlying funds.

Investments in the Fund are subject to the risks of its underlying funds. Please refer to the summary prospectus for a more detailed explanation of the Fund’s principal risks.

The Fund may invest in the Nationwide Contract, which is a fixed interest contract issued and guaranteed by Nationwide Life Insurance Company (Nationwide), an affiliate of the Fund’s investment adviser, Nationwide Fund Advisors. If Nationwide becomes unable to meet this guarantee, a Fund that invests in the Nationwide Contract may lose money from unpaid principal or unpaid or reduced interest.

60

Fund Commentary (con’t.) Nationwide Investor Destinations Conservative Fund

Asset allocation is the process of spreading assets across several different investment styles and asset classes. The purpose is to potentially reduce long-term risk and capture potential profits across various asset classes.

There is no assurance that the investment objective of any fund (or that of any underlying fund) will be achieved or that a diversified portfolio will produce better results than a nondiversified portfolio. Diversification does not guarantee returns or insulate an investor from potential losses, including the possible loss of principal.

A description of the benchmarks can be found on the Market Index Definitions page at the back of this book.

Note: On September 30, 2013, important changes were made to the Fund’s allocations, including the addition of four more underlying investments — Nationwide Alternatives Allocation Fund, Nationwide Core Plus Bond Fund, Nationwide Small Cap Index Fund and Nationwide Ziegler Equity Income Fund. These new underlying investments are included in the chart to the right, but are not included in the chart below.

Actual Underlying Fund Allocations

(as of October 31, 2013)

Nationwide Bond Index Fund	26%
Nationwide Contract	22%
Nationwide Enhanced Income Fund	14%
Nationwide Alternatives Allocation Fund	8%
Nationwide Inflation-Protected Securities Fund	8%
Nationwide S&P 500 Index Fund	5%
Nationwide International Index Fund	4%
Nationwide Ziegler Equity Income Fund	4%
Nationwide Core Plus Bond Fund	3%
Nationwide Mid Cap Market Index Fund	3%
Nationwide Money Market Fund	2%
Nationwide Small Cap Index Fund	1%
	100%

Actual underlying fund allocations in the chart above are stated as a percentage of the Fund’s total net assets. Allocations may change over time in order for the Fund to meet its objective or due to market and/or economic conditions.

Contributions of Underlying Funds to Fund Performance

(For the year ended October 31, 2013)

The contribution of underlying funds to Fund performance is based on target underlying fund allocations through the reporting period. Returns reflect the impact of each underlying fund’s fees and expenses, but do not reflect the Nationwide Investor Destinations Conservative Fund’s fees and expenses. Performance is based on the 12-month trailing returns of the underlying funds and their respective allocation on the last day of the reporting period, October 31, 2013, and may not result in the annualized return of the Fund. The Nationwide Alternatives Allocation Fund, Nationwide Core Plus Bond Fund, Nationwide Small Cap Index Fund and Nationwide Ziegler Equity Income Fund are not shown since they were held as underlying investments for only one month of the reporting period. Day-to-day market activity will likely cause the Fund’s target allocations to fluctuate. Under ordinary circumstances, Nationwide Fund Advisors periodically will rebalance the assets of the Fund in order to conform its actual allocations to those stated in the then-current prospectus. The asset class target allocations are subject to change at any time and without notice. For more information, refer to the Fund’s prospectus.

61

Fund Overview Nationwide Investor Destinations Conservative Fund

Objective

The Fund seeks to maximize total investment return for a conservative level of risk.

Highlights

Ÿ The Fund’s investments in U.S. and foreign developed market mutual funds account for nearly 20% of its allocations and contributed more than 95% to the returns of the Fund during the period

Ÿ Two of the Fund’s investments in U.S. bonds detracted from returns during the period

Ÿ The Fund recently added exposures to six additional asset classes within four additional underlying funds that are intended to help diversify the sources of risk and return for the Fund

Asset Allocation†

Fixed Income Funds	51.0%
Fixed Contract	22.0%
Equity Funds	17.0%
Alternative Assets	8.0%
Money Market Fund	2.0%
Other assets in excess of liabilities††	0.0%
	100.0%

Top Holdings†††

Nationwide Bond Index Fund, Institutional Class	26.0%
Nationwide Fixed Contract	22.0%
Nationwide Enhanced Income Fund, Institutional Class	14.0%
Nationwide Alternatives Allocation Fund, Institutional Class	8.0%
Nationwide Inflation-Protected Securities Fund, Institutional Class	8.0%
Nationwide S&P 500 Index Fund, Institutional Class	5.0%
Nationwide Ziegler Equity Income Fund, Institutional Class	4.0%
Nationwide International Index Fund, Institutional Class	4.0%
Nationwide Core Plus Bond Fund, Institutional Class	3.0%
Nationwide Mid Cap Market Index Fund, Institutional Class	3.0%
Other Holdings	3.0%
	100.0%

† Percentages indicated are based upon net assets as of October 31, 2013.

†† Amount rounds to less than 0.1%.

††† Percentages indicated are based upon total investments as of October 31, 2013.

62

Fund Performance Nationwide Investor Destinations Conservative Fund

Average Annual Total Return

(For periods ended October 31, 2013)		1 Yr.		5 Yr.		10 Yr.
Class A	w/o SC1		4.17%		5.79%		4.18%
	w/SC2		(1.78)%		4.56%		3.57%
Class B	w/o SC1		3.51%		5.06%		3.45%
	w/SC3		(1.49)%		4.73%		3.45%
Class C	w/o SC1		3.49%		5.04%		3.45%
	w/SC4		2.49%		5.04%		3.45%
Class R25,6			3.92%		5.43%		3.91%
Institutional Class5,7			4.58%		6.11%		4.47%
Service Class5			4.16%		5.70%		4.07%

Expense Ratios

	Expense Ratio*
Class A	0.77%
Class B	1.48%
Class C	1.48%
Class R2	1.13%
Institutional Class	0.48%
Service Class	0.88%

*Current effective prospectus dated March 1, 2013. Expenses also include indirect underlying fund expenses. Please see the Fund’s most recent prospectus for details.

All figures showing the effect of a sales charge (SC) reflect the maximum charge possible, because it has the most significant effect on performance data.

¹  These returns do not reflect the effects of SCs.

²  A 5.75% front-end sales charge was deducted.

³  A 5.00% maximum contingent deferred sales charge (CDSC) was deducted. The CDSC declines to 0% after 6 years and is not deducted from returns after 6 years.

⁴  A 1.00% CDSC was deducted from the one year return because it is charged when you sell Class C shares within the first year after purchase.

⁵  Not subject to any SCs.

⁶  Effective February 28, 2009, Class R Shares were renamed Class R2 Shares.

⁷  These returns until the creation of Institutional Class shares (12/29/04) include the performance of the Fund’s Class B shares. The returns have been adjusted for the fact that Institutional Class shares do not have any applicable SCs but have not been adjusted for the lower expenses applicable to Institutional Class shares. Excluding the effect of any fee waivers or reimbursements, such prior performance is similar to what Institutional Class shares would have produced because the Institutional Class shares invest in the same portfolio of securities as Class B shares.

63

Fund Performance (con’t.) Nationwide Investor Destinations Conservative Fund

Performance of a $10,000 Investment

Investment return and principal value will fluctuate, and when redeemed, shares may be worth more or less than original cost. Past performance is no guarantee of future results and does not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares. Investing in mutual funds involves market risk, including loss of principal. Performance returns assume the reinvestment of all distributions.

Comparative performance of $10,000 invested in Service Class shares of the Nationwide Investor Destinations Conservative Fund versus the Barclays U.S. Aggregate Bond Index, the Russell 3000® Index, the MSCI EAFE® Index, the Barclays U.S. 1-3 Year Government/Credit Bond Index, the Citigroup 3-Month Treasury Bill (T-Bill) Index, the Current Composite Index*, the Former Composite Index** and the Consumer Price Index (CPI) over the 10-year period ended 10/31/13. Unlike the Fund, the performance for these unmanaged indexes does not reflect any fees, expenses, or sales charges. Investors cannot invest directly in market indexes. A description of the benchmarks can be found on the Market Index Definitions page at the back of this book.

* The Current Composite Index comprises 15% Russell 3000® Index, 5% MSCI EAFE® Index, 40% Barclays U.S. Aggregate Bond Index, 35% Barclays U.S. 1-3 Year Gov’t/Credit Bond Index and 5% Citigroup 3-Month T-Bill Index.

** The Former Composite Index comprises 35% Barclays U.S. Aggregate Bond Index, 45% Citigroup 3-Month T-Bill Index and 20% S&P 500® Index.

64

Shareholder Expense Example Nationwide Investor Destinations Conservative Fund

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, including sales charges (loads) paid on purchase payments and redemption fees; and (2) ongoing costs, including investment advisory fees, administration fees, distribution fees and other Fund expenses. The examples below are intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds. Per Securities and Exchange Commission (“SEC”) requirements, the examples assume that you had a $1,000 investment in the Class at the beginning of the reporting period (May 1, 2013) and continued to hold your shares at the end of the reporting period (October 31, 2013).

Actual Expenses

For each Class of the Fund in the table below, the first line provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid from May 1, 2013 through October 31, 2013. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line of each Class under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.

Hypothetical Expenses for Comparison Purposes

The second line of each Class in the table below provides information about hypothetical account values and hypothetical expenses based on the Class’ actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Class’ actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period from May 1, 2013 through October 31, 2013. You may use this information to compare the ongoing costs of investing in the Class of the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transaction costs, such as sales charges (loads) or redemption fees. If these transaction costs were included, your costs would have been higher. Therefore, the second line for each Class in the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. The examples also assume all dividends and distributions are reinvested.

Schedule of Shareholder Expenses

Expense Analysis of a $1,000 Investment

Nationwide Investor Destinations Conservative Fund October 31, 2013			Beginning Account Value ($) 05/01/13	Ending Account Value ($) 10/31/13	Expenses Paid During Period ($) 05/01/13 - 10/31/13a	Expense Ratio During Period (%) 05/01/13 - 10/31/13a
Class A Shares	Actual	b	1,000.00	1,009.50	2.79	0.55
	Hypothetical	b,c	1,000.00	1,022.43	2.80	0.55
Class B Shares	Actual	b	1,000.00	1,006.30	6.22	1.23
	Hypothetical	b,c	1,000.00	1,019.00	6.26	1.23
Class C Shares	Actual	b	1,000.00	1,006.00	6.22	1.23
	Hypothetical	b,c	1,000.00	1,019.00	6.26	1.23
Class R2 Shares	Actual	b	1,000.00	1,008.60	4.46	0.88
	Hypothetical	b,c	1,000.00	1,020.77	4.48	0.88
Institutional Class Shares	Actual	b	1,000.00	1,011.00	1.17	0.23
	Hypothetical	b,c	1,000.00	1,024.05	1.17	0.23
Service Class Shares	Actual	b	1,000.00	1,008.90	3.19	0.63
	Hypothetical	b,c	1,000.00	1,022.03	3.21	0.63

a Expenses are based on the direct expenses of the Fund and do not include the effect of the underlying Funds’ expenses, which are disclosed in the Fee and Expense table and described more fully in a footnote to that table in your Fund Prospectus.

b Expenses are equal to the Fund’s annualized expense ratio multiplied by the average account value from May 1, 2013 through October 31, 2013 multiplied to reflect one-half year period. The expense ratio presented represents a six-month, annualized ratio in accordance with Securities and Exchange Commission guidelines.

c Represents the hypothetical 5% return before expenses.

65

Statement of Investments

October 31, 2013

Nationwide Investor Destinations Conservative Fund

Mutual Funds 78.0%
	Shares		Market Value
Alternative Assets 8.0%
Nationwide Alternatives Allocation Fund, Institutional Class (a)		3,484,424	$	34,217,041
Total Alternative Assets (cost $33,799,014)				34,217,041
Equity Funds 17.0%
Nationwide International Index Fund, Institutional Class (a)		2,021,794		17,084,155
Nationwide Mid Cap Market Index Fund, Institutional Class (a)		686,377		12,890,163
Nationwide S&P 500 Index Fund, Institutional Class (a)		1,467,486		21,395,946
Nationwide Small Cap Index Fund, Institutional Class (a)		272,086		4,285,359
Nationwide Ziegler Equity Income Fund, Institutional Class *(a)		1,378,992		17,140,875
Total Equity Funds (cost $61,453,029)				72,796,498
Fixed Income Funds 51.0%
Nationwide Bond Index Fund, Institutional Class (a)		9,865,279		111,674,964
Nationwide Core Plus Bond Fund, Institutional Class (a)		1,265,206		12,930,405
Nationwide Enhanced Income Fund, Institutional Class (a)		6,744,021		59,954,344
Nationwide Inflation-Protected Securities Fund, Institutional Class (a)		3,624,687		34,217,041
Total Fixed Income Funds (cost $224,110,082)				218,776,754
Money Market Fund 2.0%
Nationwide Money Market Fund, Institutional Class, 0.00% *(a)(b)		8,551,186		8,551,186
Total Money Market Fund (cost $8,551,186)				8,551,186
Total Mutual Funds (cost $327,913,311)				334,341,479

Fixed Contract 22.0%
	Principal Amount		Market Value
Nationwide Fixed Contract, 3.50% (a)(c)	$	94,283,195	$	94,283,195
Total Fixed Contract (cost $94,283,195)				94,283,195
Total Investments (cost $422,196,506) (d) — 100.0%				428,624,674
Other assets in excess of liabilities — 0.0%†				48,349
NET ASSETS — 100.0%			$	428,673,023

* Denotes a non-income producing security.

(a) Investment in affiliate.

(b) Represents 7-day effective yield as of October 31, 2013.

(c) The Nationwide Fixed Contract rate changes quarterly. The security is restricted and, as the affiliated counterparty is required by contract to redeem daily upon request, it has been deemed liquid pursuant to procedures approved by the Board of Trustees.

(d) See notes to financial statements for tax unrealized appreciation/(depreciation) of securities.

† Amount rounds to less than 0.1%.

The accompanying notes are an integral part of these financial statements.

66

Statement of Assets and Liabilities

October 31, 2013

	Nationwide Investor Destinations Conservative Fund
Assets:
Investments in affiliates, at value (cost $422,196,506)	$	428,624,674
Cash		208
Receivable for capital shares issued		1,530,109
Prepaid expenses		42,841
Total Assets		430,197,832
Liabilities:
Payable for investments purchased		107,106
Payable for capital shares redeemed		1,156,251
Accrued expenses and other payables:
Investment advisory fees		47,259
Fund administration fees		15,233
Distribution fees		121,622
Administrative servicing fees		41,449
Accounting and transfer agent fees		15,681
Trustee fees		36
Custodian fees		1,479
Compliance program costs (Note 3)		228
Professional fees		14,314
Printing fees		3,697
Other		454
Total Liabilities		1,524,809
Net Assets	$	428,673,023
Represented by:
Capital	$	402,771,368
Accumulated undistributed net investment income		652,785
Accumulated net realized gains from affiliated investments		18,820,702
Net unrealized appreciation/(depreciation) from investments in affiliates		6,428,168
Net Assets	$	428,673,023
Net Assets:
Class A Shares	$	61,383,390
Class B Shares		400,106
Class C Shares		50,139,130
Class R2 Shares		58,782,811
Institutional Class Shares		63,938,645
Service Class Shares		194,028,941
Total	$	428,673,023
Shares Outstanding (unlimited number of shares authorized):
Class A Shares		5,777,847
Class B Shares		37,424
Class C Shares		4,737,367
Class R2 Shares		5,547,580
Institutional Class Shares		5,992,024
Service Class Shares		18,221,357
Total		40,313,599

67

Statement of Assets and Liabilities (Continued)

October 31, 2013

	Nationwide Investor Destinations Conservative Fund
Net asset value and redemption price per share (Net assets by class divided by shares outstanding by class, respectively):
Class A Shares (a)	$	10.62
Class B Shares (b)	$	10.69
Class C Shares (c)	$	10.58
Class R2 Shares	$	10.60
Institutional Class Shares	$	10.67
Service Class Shares	$	10.65
Maximum offering price per share (100%/(100%-maximum sales charge) of net asset value adjusted to the nearest cent):
Class A Shares	$	11.27
Maximum Sales Charge:
Class A Shares		5.75	%

(a) For Class A Shares, the redemption price per share is reduced by 1.00% on sales of shares of original purchases of $1,000,000 or more or that were not subject to a front-end sales charge made within 18 months of the purchase date.

(b) For Class B Shares, the redemption price per share varies by the length of time shares are held.

(c) For Class C Shares, the redemption price per share is reduced by 1.00% for shares held less than one year.

The accompanying notes are an integral part of these financial statements.

68

Statement of Operations

For the Year Ended October 31, 2013

	Nationwide Investor Destinations Conservative Fund
INVESTMENT INCOME:
Dividend income from affiliates	$	5,957,514
Interest income from affiliates		3,117,863
Total Income		9,075,377
EXPENSES:
Investment advisory fees		557,206
Fund administration fees		160,564
Distribution fees Class A		132,426
Distribution fees Class B		5,148
Distribution fees Class C		481,042
Distribution fees Class R2		312,253
Distribution fees Service Class		520,486
Administrative servicing fees Class A		35,542
Administrative servicing fees Class R2		94,611
Administrative servicing fees Service Class		313,313
Registration and filing fees		68,710
Professional fees		28,370
Printing fees		16,325
Trustee fees		14,371
Custodian fees		16,193
Accounting and transfer agent fees		110,536
Compliance program costs (Note 3)		1,536
Other		14,669
Total expenses before earnings credit		2,883,301
Earnings credit (Note 5)		(8	)
Net Expenses		2,883,293
NET INVESTMENT INCOME		6,192,084
REALIZED/UNREALIZED GAINS (LOSSES) FROM INVESTMENTS:
Net realized gain distributions from underlying affiliated funds		2,119,734
Net realized gains from investment transactions with affiliates		23,784,953
Net realized gains from affiliated investments		25,904,687
Net change in unrealized appreciation/(depreciation) from investments in affiliates		(14,781,998	)
Net realized/unrealized gains from affiliates investments		11,122,689
CHANGE IN NET ASSETS RESULTING FROM OPERATIONS	$	17,314,773

The accompanying notes are an integral part of these financial statements.

69

Statements of Changes in Net Assets

	Nationwide Investor Destinations Conservative Fund
	Year Ended October 31, 2013			Year Ended October 31, 2012
Operations:
Net investment income	$	6,192,084		$	7,002,148
Net realized gains from affiliated investments		25,904,687			8,324,173
Net change in unrealized appreciation/(depreciation) from investments in affiliates		(14,781,998	)		3,421,973
Change in net assets resulting from operations		17,314,773			18,748,294
Distributions to Shareholders From:
Net investment income:
Class A		(896,263	)		(769,039	)
Class B		(4,868	)		(9,629	)
Class C		(479,474	)		(442,622	)
Class R2		(842,015	)		(959,653	)
Institutional Class		(1,087,995	)		(909,976	)
Service Class		(3,314,045	)		(3,855,913	)
Net realized gains:
Class A		(913,246	)		(243,056	)
Class B		(10,854	)		(6,927	)
Class C		(794,205	)		(234,129	)
Class R2		(1,134,899	)		(407,871	)
Institutional Class		(872,748	)		(255,378	)
Service Class		(3,722,603	)		(1,451,556	)
Change in net assets from shareholder distributions		(14,073,215	)		(9,545,749	)
Change in net assets from capital transactions		(3,525,222	)		33,907,899
Change in net assets		(283,664	)		43,110,444
Net Assets:
Beginning of year		428,956,687			385,846,243
End of year	$	428,673,023		$	428,956,687
Accumulated undistributed net investment income at end of year	$	652,785		$	746,764
CAPITAL TRANSACTIONS:
Class A Shares
Proceeds from shares issued	$	35,486,527		$	28,088,835
Dividends reinvested		1,189,076			573,415
Cost of shares redeemed		(27,016,636	)		(13,277,796	)
Total Class A Shares		9,658,967			15,384,454
Class B Shares
Proceeds from shares issued		122,678			76,534
Dividends reinvested		11,564			11,723
Cost of shares redeemed		(447,379	)		(506,578	)
Total Class B Shares		(313,137	)		(418,321	)
Class C Shares
Proceeds from shares issued		19,103,463			16,648,043
Dividends reinvested		712,048			288,589
Cost of shares redeemed		(13,093,639	)		(8,494,625	)
Total Class C Shares		6,721,872			8,442,007

70

Statements of Changes in Net Assets (Continued)

	Nationwide Investor Destinations Conservative Fund
	Year Ended October 31, 2013			Year Ended October 31, 2012
CAPITAL TRANSACTIONS: (continued)
Class R2 Shares
Proceeds from shares issued	$	10,116,540		$	14,219,967
Dividends reinvested		1,922,683			1,321,992
Cost of shares redeemed		(18,559,538	)		(12,687,834	)
Total Class R2 Shares		(6,520,315	)		2,854,125
Institutional Class Shares
Proceeds from shares issued		58,072,714			18,255,802
Dividends reinvested		1,960,346			1,165,198
Cost of shares redeemed		(44,516,969	)		(9,306,587	)
Total Institutional Class Shares		15,516,091			10,114,413
Service Class Shares
Proceeds from shares issued		32,082,777			40,640,891
Dividends reinvested		7,036,372			5,307,224
Cost of shares redeemed		(67,707,849	)		(48,416,894	)
Total Service Class Shares		(28,588,700	)		(2,468,779	)
Change in net assets from capital transactions	$	(3,525,222	)	$	33,907,899
SHARE TRANSACTIONS:
Class A Shares
Issued		3,381,795			2,694,576
Reinvested		114,647			55,629
Redeemed		(2,575,432	)		(1,275,423	)
Total Class A Shares		921,010			1,474,782
Class B Shares
Issued		11,562			7,478
Reinvested		1,110			1,139
Redeemed		(42,395	)		(48,528	)
Total Class B Shares		(29,723	)		(39,911	)
Class C Shares
Issued		1,827,122			1,603,586
Reinvested		68,934			28,143
Redeemed		(1,254,646	)		(820,403	)
Total Class C Shares		641,410			811,326
Class R2 Shares
Issued		967,846			1,372,770
Reinvested		186,013			128,776
Redeemed		(1,774,803	)		(1,222,639	)
Total Class R2 Shares		(620,944	)		278,907
Institutional Class Shares
Issued		5,509,774			1,747,718
Reinvested		188,197			112,569
Redeemed		(4,216,114	)		(891,910	)
Total Institutional Class Shares		1,481,857			968,377

71

Statements of Changes in Net Assets (Continued)

	Nationwide Investor Destinations Conservative Fund
	Year Ended October 31, 2013			Year Ended October 31, 2012
SHARE TRANSACTIONS: (continued)
Service Class Shares
Issued		3,052,095			3,896,223
Reinvested		677,319			514,656
Redeemed		(6,442,924	)		(4,645,014	)
Total Service Class Shares		(2,713,510	)		(234,135	)
Total change in shares		(319,900	)		3,259,346

The accompanying notes are an integral part of these financial statements.

72

Financial Highlights

Selected data for each share of capital outstanding throughout the periods indicated

Nationwide Investor Destinations Conservative Fund

			Operations						Distributions													Ratios/Supplemental Data
	Net Asset Value, Beginning of Period		Net Investment Income		Net Realized and Unrealized Gains from Investments		Total from Operations		Net Investment Income			Net Realized Gains			Total Distributions			Net Asset Value, End of Period		Total Return (a)		Net Assets  at End of Period		Ratio of Expenses to Average Net Assets		Ratio of Net Investment Income to Average Net Assets		Ratio of Expenses (Prior to Reimbursements) to Average Net Assets		Portfolio Turnover (b)
Class A Shares
Year Ended October 31, 2013 (c)	$	10.55		0.16		0.27		0.43		(0.18	)		(0.18	)		(0.36	)	$	10.62		4.17%	$	61,383,390		0.55%		1.57%		0.55%		39.16%
Year Ended October 31, 2012 (c)	$	10.32		0.19		0.31		0.50		(0.20	)		(0.07	)		(0.27	)	$	10.55		4.89%	$	51,231,565		0.52%		1.87%		0.52%		15.75%
Year Ended October 31, 2011 (c)	$	10.18		0.21		0.14		0.35		(0.21	)		–			(0.21	)	$	10.32		3.51%	$	34,889,691		0.50%		2.04%		0.50%		17.28%
Year Ended October 31, 2010 (c)	$	9.77		0.23		0.41		0.64		(0.23	)		–			(0.23	)	$	10.18		6.66%	$	22,095,197		0.51%		2.33%		0.51%		15.48%
Year Ended October 31, 2009 (c)	$	9.26		0.23		0.65		0.88		(0.24	)		(0.13	)		(0.37	)	$	9.77		9.84%	$	15,347,604		0.55%		2.50%		0.55%		23.94%
Class B Shares
Year Ended October 31, 2013 (c)	$	10.60		0.10		0.26		0.36		(0.09	)		(0.18	)		(0.27	)	$	10.69		3.51%	$	400,106		1.23%		0.93%		1.23%		39.16%
Year Ended October 31, 2012 (c)	$	10.36		0.12		0.30		0.42		(0.11	)		(0.07	)		(0.18	)	$	10.60		4.15%	$	711,796		1.23%		1.18%		1.23%		15.75%
Year Ended October 31, 2011 (c)	$	10.21		0.14		0.14		0.28		(0.13	)		–			(0.13	)	$	10.36		2.75%	$	1,108,932		1.24%		1.37%		1.24%		17.28%
Year Ended October 31, 2010 (c)	$	9.79		0.17		0.40		0.57		(0.15	)		–			(0.15	)	$	10.21		5.90%	$	1,741,629		1.23%		1.70%		1.23%		15.48%
Year Ended October 31, 2009 (c)	$	9.27		0.17		0.65		0.82		(0.17	)		(0.13	)		(0.30	)	$	9.79		9.14%	$	2,821,364		1.23%		1.84%		1.23%		23.94%
Class C Shares
Year Ended October 31, 2013 (c)	$	10.51		0.09		0.27		0.36		(0.11	)		(0.18	)		(0.29	)	$	10.58		3.49%	$	50,139,130		1.23%		0.87%		1.23%		39.16%
Year Ended October 31, 2012 (c)	$	10.28		0.12		0.30		0.42		(0.12	)		(0.07	)		(0.19	)	$	10.51		4.17%	$	43,051,481		1.23%		1.17%		1.23%		15.75%
Year Ended October 31, 2011 (c)	$	10.15		0.14		0.13		0.27		(0.14	)		–			(0.14	)	$	10.28		2.63%	$	33,770,729		1.24%		1.33%		1.24%		17.28%
Year Ended October 31, 2010 (c)	$	9.74		0.16		0.41		0.57		(0.16	)		–			(0.16	)	$	10.15		5.92%	$	33,490,120		1.23%		1.64%		1.23%		15.48%
Year Ended October 31, 2009 (c)	$	9.23		0.17		0.65		0.82		(0.18	)		(0.13	)		(0.31	)	$	9.74		9.13%	$	31,268,010		1.24%		1.81%		1.24%		23.94%
Class R2 Shares(d)
Year Ended October 31, 2013 (c)	$	10.52		0.13		0.27		0.40		(0.14	)		(0.18	)		(0.32	)	$	10.60		3.92%	$	58,782,811		0.88%		1.24%		0.88%		39.16%
Year Ended October 31, 2012 (c)	$	10.29		0.16		0.30		0.46		(0.16	)		(0.07	)		(0.23	)	$	10.52		4.52%	$	64,893,180		0.88%		1.52%		0.88%		15.75%
Year Ended October 31, 2011 (c)	$	10.15		0.17		0.14		0.31		(0.17	)		–			(0.17	)	$	10.29		3.10%	$	60,593,403		0.88%		1.67%		0.88%		17.28%
Year Ended October 31, 2010 (c)	$	9.75		0.19		0.41		0.60		(0.20	)		–			(0.20	)	$	10.15		6.31%	$	53,173,161		0.87%		1.96%		0.87%		15.48%
Year Ended October 31, 2009 (c)	$	9.24		0.20		0.66		0.86		(0.22	)		(0.13	)		(0.35	)	$	9.75		9.44%	$	38,324,442		0.87%		2.14%		0.87%		23.94%
Institutional Class Shares
Year Ended October 31, 2013 (c)	$	10.59		0.20		0.27		0.47		(0.21	)		(0.18	)		(0.39	)	$	10.67		4.58%	$	63,938,645		0.23%		1.86%		0.23%		39.16%
Year Ended October 31, 2012 (c)	$	10.36		0.23		0.30		0.53		(0.23	)		(0.07	)		(0.30	)	$	10.59		5.16%	$	47,775,938		0.23%		2.16%		0.23%		15.75%
Year Ended October 31, 2011 (c)	$	10.22		0.24		0.14		0.38		(0.24	)		–			(0.24	)	$	10.36		3.75%	$	36,683,488		0.24%		2.31%		0.24%		17.28%
Year Ended October 31, 2010 (c)	$	9.81		0.25		0.42		0.67		(0.26	)		–			(0.26	)	$	10.22		6.94%	$	26,174,857		0.23%		2.54%		0.23%		15.48%
Year Ended October 31, 2009 (c)	$	9.29		0.26		0.66		0.92		(0.27	)		(0.13	)		(0.40	)	$	9.81		10.24%	$	10,218,039		0.24%		2.78%		0.24%		23.94%
Service Class Shares
Year Ended October 31, 2013 (c)	$	10.57		0.16		0.27		0.43		(0.17	)		(0.18	)		(0.35	)	$	10.65		4.16%	$	194,028,941		0.63%		1.49%		0.63%		39.16%
Year Ended October 31, 2012 (c)	$	10.34		0.18		0.30		0.48		(0.18	)		(0.07	)		(0.25	)	$	10.57		4.75%	$	221,292,727		0.63%		1.77%		0.63%		15.75%
Year Ended October 31, 2011 (c)	$	10.20		0.20		0.14		0.34		(0.20	)		–			(0.20	)	$	10.34		3.35%	$	218,800,000		0.64%		1.93%		0.64%		17.28%
Year Ended October 31, 2010 (c)	$	9.79		0.22		0.41		0.63		(0.22	)		–			(0.22	)	$	10.20		6.52%	$	208,433,654		0.62%		2.25%		0.62%		15.48%
Year Ended October 31, 2009 (c)	$	9.27		0.23		0.65		0.88		(0.23	)		(0.13	)		(0.36	)	$	9.79		9.85%	$	197,458,875		0.65%		2.41%		0.65%		23.94%

Amounts designated as “–” are zero or have been rounded to zero.

(a) Excludes sales charge.

(b) Portfolio turnover is calculated on the basis of the Fund as a whole without distinguishing among the classes of shares.

(c) Per share calculations were performed using average shares method.

(d) Effective February 28, 2009, Class R Shares were renamed Class R2 Shares.

The accompanying notes are an integral part of these financial statements.

73

Notes to Financial Statements

October 31, 2013

1.  Organization

Nationwide Mutual Funds (the “Trust”) is registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end management investment company, organized as a statutory trust under the laws of the State of Delaware. The Trust has authorized an unlimited number of shares of beneficial interest (“shares”), without par value. As of October 31, 2013, the Trust operates fifty-three (53) separate series, or mutual funds, each with its own investment objective(s) and strategies. This report contains the financial statements and financial highlights of the five (5) series listed below (each, a “Fund”; collectively, the “Funds”).

- Nationwide Investor Destinations Aggressive Fund (“Investor Destinations Aggressive”)

- Nationwide Investor Destinations Moderately Aggressive Fund (“Investor Destinations Moderately Aggressive”)

- Nationwide Investor Destinations Moderate Fund (“Investor Destinations Moderate”)

- Nationwide Investor Destinations Moderately Conservative Fund (“Investor Destinations Moderately Conservative”)

- Nationwide Investor Destinations Conservative Fund (“Investor Destinations Conservative”)

Each of the Funds is constructed as a “fund-of-funds,” which means that each of the Funds pursues its investment objective by allocating its investments primarily among other affiliated series of the Trust (“Underlying Funds”). The Underlying Funds typically invest, either directly or indirectly, in stocks, bonds, and other securities. Each of the Funds may also invest in an unregistered fixed interest contract (the “Nationwide Contract”) issued by Nationwide Life Insurance Company (“Nationwide Life”).

Each of the Funds is a non-diversified fund, as defined in the 1940 Act.

2.  Summary of Significant Accounting Policies

The following is a summary of significant accounting policies followed by the Funds in the preparation of their financial statements. The policies are in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The preparation of financial statements requires Fund management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of income and expenses for the period. The Funds utilize various methods to measure the value of their investments on a recurring basis. Amounts received upon the sale of such investments could differ from those estimated values and those differences could be material.

(a) Security Valuation

The fair market value of a Fund’s investments in its Underlying Funds and the Nationwide Contract is determined in accordance with the procedures described below. U.S. GAAP defines fair market value as the price that a Fund would receive to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement date. The Trust’s investment adviser, Nationwide Fund Advisors (“NFA”), to the Funds assigns a fair value to a Fund’s investments in accordance with a hierarchy that prioritizes the various types of inputs used to measure fair value. The hierarchy gives the highest priority to readily available unadjusted quoted prices in active markets for identical assets (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements) when market prices are not readily available or reliable.

The three levels of the hierarchy are summarized below.

— Level 1 — Quoted prices in active markets for identical assets

— Level 2 — Other significant observable inputs (including quoted prices of similar securities, interest rates, prepayment speeds, credit risk, etc.)

— Level 3 — Significant unobservable inputs (including a Fund’s own assumptions in determining the fair value of investments)

74

Notes to Financial Statements (Continued)

October 31, 2013

Changes in valuation techniques may result in transfers into or out of an investment’s assigned level within the hierarchy.

An investment’s categorization within the hierarchy is based on the lowest level of any input that is significant to the fair valuation in its entirety. The inputs or methodology used to value investments are not intended to indicate the risk associated with investing in those investments.

Shares of registered open-end Underlying Funds in which a Fund invests are valued at their respective net asset value (“NAV”) as reported by such Underlying Fund. Investments valued in this manner are generally categorized as Level 1 investments within the hierarchy.

Each of the Funds (except Investor Destinations Aggressive) currently invests in the Nationwide Contract. The Nationwide Contract is a fixed interest rate contract issued and guaranteed by Nationwide Life. This contract has a stable principal value and pays a Fund a rate of interest, which is currently adjusted on a quarterly basis. During the year ended October 31, 2013, the rate ranged from 3.50%, the minimum annual rate, to 3.55%. Because the contract is guaranteed by Nationwide Life, assuming no default, a Fund receives no more or less than the guaranteed principal amount. Each Fund can redeem all or a portion of its investment in the Nationwide Contract on a daily basis at par. The par value is calculated each day by the summation of the following factors: (i) prior day’s par value; (ii) prior day’s interest accrued (par multiplied by guaranteed fixed rate); and (iii) current day net purchase or redemption.

At October 31, 2013, 100% of the market value of Investor Destinations Aggressive was determined based on Level 1 inputs.

The following tables provide a summary of the inputs used to value the Funds’ net assets as of October 31, 2013. Please refer to the Statements of Investments for additional information on portfolio holdings.

Investor Destinations Moderately Aggressive

	Level 1		Level 2		Level 3		Total
Assets:
Fixed Contract	$	—	$	39,899,967	$	—	$	39,899,967
Mutual Funds		1,995,348,194		—		—		1,995,348,194
Total Assets	$	1,995,348,194	$	39,899,967	$	—	$	2,035,248,161

Investor Destinations Moderate

	Level 1		Level 2		Level 3		Total
Assets:
Fixed Contract	$	—	$	139,475,697	$	—	$	139,475,697
Mutual Funds		1,619,840,769		—		—		1,619,840,769
Total Assets	$	1,619,840,769	$	139,475,697	$	—	$	1,759,316,466

Investor Destinations Moderately Conservative

	Level 1		Level 2		Level 3		Total
Assets:
Fixed Contract	$	—	$	87,005,416	$	—	$	87,005,416
Mutual Funds		493,137,352		—		—		493,137,352
Total Assets	$	493,137,352	$	87,005,416	$	—	$	580,142,768

75

Notes to Financial Statements (Continued)

October 31, 2013

Investor Destinations Conservative

	Level 1		Level 2		Level 3		Total
Assets:
Fixed Contract	$	—	$	94,283,195	$	—	$	94,283,195
Mutual Funds		334,341,479		—		—		334,341,479
Total Assets	$	334,341,479	$	94,283,195	$	—	$	428,624,674

Amounts designated as “—” are zero or have been rounded to zero.

During the year ended October 31, 2013, there were no transfers into or out of Level 1, Level 2 or Level 3.

The following are the valuation policies of the affiliated Underlying Funds:

Securities for which market quotations are readily available are valued at current market value as of “Valuation Time.” Valuation Time is as of the close of regular trading on the New York Stock Exchange (usually 4:00 p.m. Eastern time). Equity securities are generally valued at the last quoted sale price or official closing price, or, if there is no such price, the last quoted bid price provided by an independent pricing service approved by the Trust’s Board of Trustees (the “Board of Trustees”). Prices are taken from the primary market or exchange on which each security trades. Shares of registered open-end management investment companies are valued at NAV as reported by such company. Investments valued in this manner are generally categorized as Level 1 investments within the hierarchy.

The Board of Trustees has delegated authority to NFA, and the Trust’s administrator, Nationwide Fund Management LLC (“NFM”), to assign fair value. NFA and NFM have established a Fair Valuation Committee (“FVC”) to assign these fair valuations.

The FVC follows guidelines approved by the Board of Trustees to assign the fair value. The fair value of a security may differ from its quoted or published price. Fair valuation of portfolio securities may occur on a daily basis.

Securities may be fair valued in a variety of circumstances, such as where (i) market quotations are not readily available; (ii) an independent pricing service does not provide a value or the value provided by an independent pricing service is determined to be unreliable in the judgment of NFA or its designee; (iii) a significant event has occurred that affects the value of a Fund’s securities after trading has stopped (e.g., earnings announcements or news relating to natural disasters affecting an issuer’s operations); (iv) the securities are illiquid; (v) the securities have defaulted or been delisted from an exchange and are no longer trading; or (vi) any other circumstance in which the FVC believes that market quotations do not accurately reflect the value of a security.

The fair valuation of securities takes into account relevant factors and surrounding circumstances, including, but not limited to, the prices of related or comparable assets or liabilities, recent transactions, market multiples, anticipated cash flows, the nature and duration of any restrictions on transfer, book values, and other information relevant to the investment. Methods utilized to determine fair value may include, among others, the following: (i) a multiple of earnings; (ii) the discount from market value of a similar, freely traded security; (iii) the yield-to-maturity for debt issues; or (iv) a combination of these and other methods. Fair valuations may also take into account significant events that occur before Valuation Time but after the close of the principal market on which a security trades that materially affect the value of such security. The FVC monitors the results of fair valuation determinations and regularly reports the results to the Board of Trustees.

Securities listed on a foreign exchange are generally fair valued by an independent fair value pricing service approved by the Board of Trustees or otherwise are valued at the last sale price at the close of the exchange on which the security is principally traded. Securities valued in this manner are generally categorized as Level 2 and Level 1 investments, respectively, within the hierarchy. Fair valuation factors are provided by an independent pricing service provider. When fair valuation factors are utilized, the value assigned to securities may not be the same as quoted or published prices of the securities on their primary markets. Values of foreign securities, currencies, and other assets and liabilities denominated in foreign currencies are translated into U.S. dollars at the exchange rate of said currencies against the U.S. dollar, as of Valuation Time, as provided by an independent pricing service approved by the Board of Trustees.

76

Notes to Financial Statements (Continued)

October 31, 2013

Debt and other fixed-income securities are generally valued at the bid evaluation price provided by an independent pricing service as approved by the Board of Trustees. Independent pricing service providers may use broken-dealer quotations, reported trades or valuation estimates from their internal pricing models. The service providers’ internal models use inputs that are observable such as issuer details, interest rates, yield curves, prepayment speeds, credit risks/spreads, default rates and quoted prices for similar assets and are generally categorized as Level 2 investments within the hierarchy.

(b) Security Transactions and Investment Income

Security transactions are accounted for on the date the security is purchased or sold. Security gains and losses are calculated on the identified cost basis. Dividend income received from the Underlying Funds is recognized on the ex-dividend date and is recorded as income on the Statement of Operations. Capital gain distributions received from the Underlying Funds are recognized on ex-dividend date and are recorded on the Statement of Operations as such. Interest income is recognized on the accrual basis and includes, where applicable, the amortization of premiums or accretion of discounts.

(c) Distributions to Shareholders

Distributions from net investment income, if any, are declared and paid quarterly. Distributions from net realized capital gains, if any, are declared and distributed at least annually. All distributions are recorded on the ex-dividend date.

Dividends and distributions to shareholders are determined in accordance with federal income tax regulations, which may differ from U.S. GAAP. These “book/tax” differences are considered either permanent or temporary. Permanent differences are reclassified within the capital accounts based on their nature for federal income tax purposes; temporary differences do not require reclassification. The permanent differences as of October 31, 2013 are primarily attributable to capital distributions from Underlying Funds. These reclassifications have no effect upon the NAV of the respective Funds. Any distribution in excess of current and accumulated earnings and profits for federal income tax purposes is reported as a “return of capital” distribution.

(d) Federal Income Taxes

Each Fund elected to be treated as, and intends to qualify each year as, a “Regulated Investment Company” (“RIC”) by complying with the provisions available to certain investment companies under Subchapter M of the U.S. Internal Revenue Code of 1986, as amended, and to make distributions of net investment income and net realized capital gains sufficient to relieve a Fund from all, or substantially all, federal income taxes. Therefore, no federal income tax provision is required.

A Fund recognizes a tax benefit from an uncertain position only if it is more likely than not that the position is sustainable, based solely on its technical merits and consideration of the relevant taxing authorities’ widely understood administrative practices and precedents. Each Fund undertakes an affirmative evaluation of tax positions taken or expected to be taken in the course of preparing tax returns to determine whether it is more likely than not (i.e., greater than 50 percent) that each tax position will be sustained upon examination by a taxing authority based on the technical merits of the position. If such a tax position taken by a Fund is not sustained upon examination by a taxing authority, that Fund could incur taxes and penalties related to that position, and those amounts could be material. A tax position that meets the more likely than not recognition threshold is measured to determine the amount of benefits to recognize in the financial statements. Differences result in an increase in a liability for taxes payable (or a reduction of a tax refund receivable) and an increase in a deferred tax liability (or a reduction in a deferred tax asset). Each Fund files U.S. federal income tax returns and, if applicable, returns in various foreign jurisdictions in which it invests. The last four tax year ends, or since inception (if shorter), and any interim tax period since then generally remain open for examination by taxing authorities.

The Funds engage in ongoing monitoring and analysis; future conclusions reached by management could be different and result in adjustments to a Fund’s NAV and financial statements. The Funds are not aware of any tax

77

Notes to Financial Statements (Continued)

October 31, 2013

positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will significantly change in the next twelve months.

The Regulated Investment Company Modernization Act of 2010 (the “Modernization Act”) is effective in the current tax year.

(e) Allocation of Expenses, Income, and Gains and Losses

Expenses directly attributable to a Fund are charged to that Fund. Expenses not directly attributable to a Fund are allocated proportionally among various or all series of the Trust. Income, fund level expenses, and realized and unrealized gains or losses are allocated to each class of shares of a Fund based on the value of the outstanding shares of that class relative to the total value of the outstanding shares of that Fund. Expenses specific to a class (such as Rule 12b-1 and administrative services fees) are charged to that specific class.

3.  Transactions with Affiliates

Under the terms of the Trust’s Investment Advisory Agreement, NFA manages the investments of the assets and supervises the daily business affairs of the Funds in accordance with policies and procedures established by the Board of Trustees. NFA is a wholly owned subsidiary of Nationwide Financial Services, Inc. (“NFS”), a holding company which is a direct wholly owned subsidiary of Nationwide Corporation. Each Fund pays NFA an investment advisory fee of 0.13% per year based on the Fund’s average daily net assets.

The Trust and NFA have entered into a written Expense Limitation Agreement that limits the Funds’ operating expenses (excluding Rule 12b-1 fees, administrative services fees, acquired fund fees and expenses, and certain other expenses) from exceeding 0.25% for each share class until February 28, 2014.

NFA may request and receive reimbursement from a Fund for advisory fees waived and other expenses reimbursed by NFA pursuant to the Expense Limitation Agreement at a date not to exceed three years from the month in which the corresponding waiver or reimbursement to a Fund was made. However, no reimbursement may be made unless: (i) a Fund’s assets exceed $100 million and (ii) the total annual expense ratio of the class making such reimbursement is no higher than the amount of the expense limitation that was in place at the time NFA waived the fees or reimbursed the expenses and does not cause the expense ratio to exceed the current expense limitation. Reimbursement by a Fund of amounts previously waived or assumed by NFA is not permitted except as provided for in the Expense Limitation Agreement. The Expense Limitation Agreement may be changed or eliminated only with the consent of the Board of Trustees.

As of October 31, 2013, the Funds had no cumulative potential reimbursements, and no amounts were reimbursed to NFA pursuant to the Expense Limitation Agreement during the year ended October 31, 2013.

NFM, a wholly owned subsidiary of NFS Distributors, Inc. (“NFSDI”) (a wholly owned subsidiary of NFS), provides various administrative and accounting services for the Funds, and serves as Transfer and Dividend Disbursing Agent for the Funds. NFM has entered into an agreement with a third-party service provider to provide certain sub-administration and sub-transfer agency services to the Funds. NFM pays the service provider a fee for these services.

Under the terms of a Joint Fund Administration and Transfer Agency Agreement, the fees for such services are based on the sum of the following: (i) the amount payable by NFM to its sub-administrator and sub-transfer agent; and (ii) a percentage of the combined average daily net assets of the Trust and Nationwide Variable Insurance Trust, a Delaware statutory trust and registered investment company that is affiliated with the Trust, according to the fee schedule below.

Combined Fee Schedule
Up to $25 billion	0.025	%
$25 billion and more	0.020	%

During the year ended October 31, 2013, NFM received $1,652,866 in fees from the Funds under the Joint Fund Administration and Transfer Agency Agreement.

78

Notes to Financial Statements (Continued)

October 31, 2013

In addition, the Trust pays out-of-pocket expenses reasonably incurred by NFM in providing services to the Funds and the Trust, including, but not limited to, the cost of pricing services that NFM utilizes and networking fees paid to broker-dealers that provide sub-accounting and sub-transfer agency services to their customers who are Fund shareholders. Such services, which are not otherwise provided by NFM, generally include individual account maintenance and recordkeeping, dividend disbursement, responding to shareholder calls and inquiries, providing statements and transaction confirmations, tax reporting, and other shareholder services. Depending on the nature and quality of the services provided, fees for these services may range from $6 to $21 per customer per year.

Under the terms of the Joint Fund Administration and Transfer Agency Agreement and a letter agreement between NFM and the Trust, the Trust has agreed to reimburse NFM for certain costs related to the Funds’ portion of ongoing administration, monitoring and annual (compliance audit) testing of the Trust’s Rule 38a-1 Compliance Program subject to the pre-approval of the Trust’s Audit Committee. These costs are allocated among the series of the Trust based upon their relative net assets. For the year ended October 31, 2013, the Funds’ aggregate portion of such costs amounted to $20,959.

Under the terms of a Distribution Plan pursuant to Rule 12b-1 under the 1940 Act, Nationwide Fund Distributors LLC (“NFD”), the Funds’ principal underwriter, is compensated by the Funds for expenses associated with the distribution of certain classes of shares of the Funds. NFD is a wholly owned subsidiary of NFSDI. These fees are based on average daily net assets of the respective class of the Funds at an annual rate of 0.25% of Class A shares, 1.00% of Class B shares, 1.00% of Class C shares, 0.50% of Class R2 shares, and 0.25% of Service Class shares of each Fund. Institutional Class shares do not pay a distribution fee.

Pursuant to an Underwriting Agreement, NFD serves as principal underwriter of the Funds in the continuous distribution of their shares and receives commissions in the form of a front-end sales charge on Class A shares. These fees are deducted from, and are not included in, proceeds from sales of Class A shares of the Funds. From these fees, NFD pays sales commissions, salaries and other expenses in connection with generating new sales of Class A shares of the Funds. Class A sales charges ranged from 0% to 5.75% based on the amount purchased. For the year ended October 31, 2013, the Funds imposed front-end sales charges of $1,292,415.

NFD also receives fees in the form of contingent deferred sales charges (“CDSCs”) on Class A, Class B and Class C shares. These fees may cause the redeemed value of a shareholder’s account to fall below the total purchase payments. A CDSC is imposed on Class A shares for certain redemptions, Class B shares made within 6 years of purchase, and Class C shares made within 1 year of purchase. Effective July 1, 2013, applicable Class A CDSCs were 1% based on the original purchase price or the current market value of the shares being redeemed. Prior to July 1, 2013, applicable Class A CDSCs ranged from 0.15% to 1.00% based on the original purchase price or the current market value of the shares being redeemed. Class B CDSCs ranged from 1% to 5% based on the original purchase price or the current market value of the shares being redeemed and depending on how long the shares were held before redemption. Class C CDSCs were 1% based on the original purchase price or the current market value of the shares being redeemed. For the year ended October 31, 2013, the Funds imposed CDSCs of $72,623.

Under the terms of an Administrative Services Plan, the Funds pay fees to servicing organizations, such as broker-dealers, including NFS, and financial institutions, that agree to provide administrative support services to the shareholders of certain classes. These services may include, but are not limited to, the following: (i) establishing and maintaining shareholder accounts; (ii) processing purchase and redemption transactions; (iii) arranging bank wires; (iv) performing shareholder sub-accounting; (v) answering inquiries regarding the Funds; and (vi) other such services. These fees are calculated at an annual rate of up to 0.25% of the average daily net assets of Class A, Class R2, and Service Class shares of each Fund.

79

Notes to Financial Statements (Continued)

October 31, 2013

For the year ended October 31, 2013, NFS earned the following amounts in administrative services fees from each Fund:

Fund	Amount
Investor Destinations Aggressive	$	1,439,187
Investor Destinations Moderately Aggressive		2,212,297
Investor Destinations Moderate		1,814,609
Investor Destinations Moderately Conservative		618,230
Investor Destinations Conservative		443,466

As of October 31, 2013, NFA or its affiliates directly held the percentage indicated below of the shares outstanding of the applicable Fund.

Fund	% of Shares Outstanding Owned
Investor Destinations Aggressive		39.74	%
Investor Destinations Moderately Aggressive		32.77
Investor Destinations Moderate		26.58
Investor Destinations Moderately Conservative		22.17
Investor Destinations Conservative		16.58

Each Fund is a shareholder of its Underlying Funds. The Underlying Funds do not charge a Fund any sales charge for buying or selling Underlying Fund shares. However, a Fund indirectly pays a portion of the operating expenses of each Underlying Fund in which it invests, including management, administration and custodian fees of the Underlying Funds. These expenses are deducted from each Underlying Fund’s net assets before its share price is calculated and are in addition to the fees and expenses of the Fund. Actual indirect expenses vary depending on how a Fund’s assets are allocated among the Underlying Funds.

4.  Investments in Affiliated Issuers

Each of the Funds invests in Institutional Class shares of the affiliated Underlying Funds, and each of the Funds (except Investor Destinations Aggressive) invests in the Nationwide Contract. The Funds’ transactions in the shares of Underlying Funds and in the Nationwide Contract during the year ended October 31, 2013 were as follows:

Investor Destinations Aggressive

Affiliated Issuer	Market Value at October 31, 2012		Purchases at Cost		Sales Proceeds		Dividend Income		Realized Gain/ (Loss)			Market Value at October 31, 2013
Nationwide Alternative Allocation Fund	$	—	$	121,975,549	$	1,305,171	$	—	$	(3,139	)	$	122,134,901
Nationwide International Index Fund		315,196,764		21,131,721		74,133,349		10,904,275		(28,879,178	)		330,372,078
Nationwide Mid Cap Market Index Fund		155,662,995		10,560,468		40,034,656		2,243,639		8,864,299			172,329,310
Nationwide S&P 500 Index Fund		414,518,630		22,929,267		139,747,654		7,817,355		25,822,338			393,912,196
Nationwide Small Cap Index Fund		102,495,665		42,129,957		20,401,156		1,721,857		4,689,257			158,588,875
Nationwide Bond Index Fund		53,994,823		11,333,832		38,678,895		1,370,431		967,195			24,203,719
Nationwide Core Plus Bond Fund		—		24,128,579		178,234		43,482		—			24,091,538

80

Notes to Financial Statements (Continued)

October 31, 2013

Investor Destinations Moderately Aggressive

Affiliated Issuer	Market Value at October 31, 2012		Purchases at Cost		Sales Proceeds		Dividend/ Interest Income		Realized Gain/ (Loss)			Market Value at October 31, 2013
Nationwide Alternatives Allocation Fund	$	—	$	201,625,551	$	2,051,607	$	—	$	(4,948	)	$	202,018,670
Nationwide International Index Fund		437,448,403		27,165,010		51,079,949		15,244,685		(24,012,530	)		510,006,859
Nationwide Mid Cap Market Index Fund		207,391,652		15,759,426		39,539,703		3,010,686		11,899,701			246,095,831
Nationwide S&P 500 Index Fund		604,083,644		26,751,519		200,088,311		11,440,701		38,298,271			571,664,464
Nationwide Small Cap Index Fund		136,557,290		46,961,182		26,286,186		2,311,822		8,205,396			203,217,452
Nationwide Ziegler Equity Income Fund		—		20,050,594		125,082		—		(211	)		20,812,731
Nationwide Bond Index Fund		269,803,340		48,003,805		185,860,397		6,105,400		7,854,640			121,267,974
Nationwide Enhanced Income Fund		44,657,508		3,295,844		47,646,737		338,720		(984,336	)		—
Nationwide Inflation- Protected Securities Fund		—		39,765,400		37,030,822		28,300		(2,734,579	)		—
Nationwide Core Plus Bond Fund		—		80,520,198		635,159		144,913		—			80,356,242
Nationwide HighMark Short Term Bond Fund		—		40,146,135		317,575		44,932		—			39,907,971
Nationwide Fixed Contract		44,763,100		2,120,640		8,613,596		1,561,784		—			39,899,967

Investor Destinations Moderate

Affiliated Issuer	Market Value at October 31, 2012		Purchases at Cost		Sales Proceeds		Dividend/ Interest Income		Realized Gain/ (Loss)			Market Value at October 31, 2013
Nationwide Alternatives Allocation Fund	$	—	$	173,666,919	$	1,008,359	$	—	$	(1,527	)	$	174,792,995
Nationwide International Index Fund		251,649,184		46,022,108		35,945,838		8,736,326		(6,983,507	)		317,475,542
Nationwide Mid Cap Market Index Fund		155,340,707		13,807,912		38,145,417		2,249,057		9,875,217			177,472,824
Nationwide S&P 500 Index Fund		449,939,392		21,845,438		220,109,893		8,461,909		34,940,565			353,759,541
Nationwide Small Cap Index Fund		76,717,281		20,061,018		16,577,035		1,304,359		5,057,417			105,759,431
Nationwide Ziegler Equity Income Fund		—		34,733,374		—		—		—			36,280,322
Nationwide Bond Index Fund		388,060,827		57,251,043		202,797,526		8,580,152		13,762,921			228,107,895
Nationwide Core Plus Bond Fund		—		69,592,753		180,462		125,992		—			69,821,494
Nationwide Enhanced Income Fund		96,343,914		11,463,426		3,106,732		805,255		(63,182	)		104,149,878
Nationwide Inflation-Protected Securities Fund		—		73,256,437		16,422,718		51,392		(1,244,033	)		52,220,847
Nationwide Money Market Fund		32,061,473		2,063,387		34,124,861		—		—
Nationwide Fixed Contract		128,760,576		11,594,432		5,698,277		4,598,481		—			139,475,697

81

Notes to Financial Statements (Continued)

October 31, 2013

Investor Destinations Moderately Conservative

Affiliated Issuer	Market Value at October 31, 2012		Purchases at Cost		Sales Proceeds		Dividend/ Interest Income		Realized Gain/ (Loss)			Market Value at October 31, 2013
Nationwide Alternatives Allocation Fund	$	—	$	57,551,030	$	415,130	$	—	$	2,470		$	57,845,236
Nationwide International Index Fund		54,191,551		4,809,889		12,651,464		1,865,871		3,939,732			58,008,986
Nationwide Mid Cap Market Index Fund		32,114,861		8,601,086		9,613,170		459,675		5,380,996			40,767,621
Nationwide S&P 500 Index Fund		117,628,259		9,702,535		77,800,637		2,186,398		29,472,748			75,357,231
Nationwide Small Cap Index Fund		10,574,447		6,090,302		2,721,437		179,683		1,001,361			17,469,881
Nationwide Ziegler Equity Income Fund		—		17,265,300		407,680		—		13,947			17,622,990
Nationwide Bond Index Fund		183,856,193		24,597,069		85,613,684		3,991,013		5,620,952			116,212,668
Nationwide Core Plus Bond Fund		—		23,062,174		50,733		41,768		—			23,147,099
Nationwide Enhanced Income Fund		55,328,260		5,792,111		2,935,488		457,729		(62,893	)		57,868,703
Nationwide Inflation-Protected Securities Fund		—		37,655,734		6,410,892		26,704		(473,073	)		28,836,937
Nationwide Money Market Fund		16,570,919		1,202,732		17,773,651		—		—			—
Nationwide Fixed Contract		77,640,289		12,198,785		5,561,534		2,749,038		—			87,005,416

Investor Destinations Conservative

Affiliated Issuer	Market Value at October 31, 2012		Purchases at Cost		Sales Proceeds		Dividend/ Interest Income		Realized Gain/ (Loss)			Market Value at October 31, 2013
Nationwide Alternatives Allocation Fund	$	—	$	34,345,822	$	549,429	$	—	$	2,621		$	34,217,041
Nationwide International Index Fund		21,059,266		3,484,960		11,828,791		711,609		2,180,781			17,084,155
Nationwide Mid Cap Market Index Fund		12,480,268		2,269,770		5,494,851		176,473		1,875,757			12,890,163
Nationwide S&P 500 Index Fund		49,863,348		8,126,474		46,982,723		907,905		16,417,319			21,395,946
Nationwide Small Cap Index Fund		—		4,302,442		123,836		—		3,057			4,285,359
Nationwide Ziegler Equity Income Fund		—		17,274,221		888,395		—		22,377			17,140,875
Nationwide Bond Index Fund		173,172,124		23,749,522		79,377,759		3,623,087		5,699,829			111,674,964
Nationwide Core Plus Bond Fund		—		12,899,777		45,175		23,350		22			12,930,405
Nationwide Enhanced Income Fund		60,191,836		6,968,729		6,868,852		487,114		(138,172	)		59,954,344
Nationwide Inflation-Protected Securities Fund		—		39,777,715		3,141,522		27,976		(158,904	)		34,217,041
Nationwide Money Market Fund		21,461,542		1,954,833		14,865,189		—		—			8,551,186
Nationwide Fixed Contract		90,496,673		12,572,220		11,970,311		3,117,863		—			94,283,195

Amounts designated as “—” are zero or have been rounded to zero.

Further information about each affiliated Underlying Fund (excluding the Nationwide Contract, which is not a mutual fund) may be found in such Underlying Fund’s most recent annual report to shareholders, which is available at www.nationwide.com/mutualfunds.

5.  Bank Loans and Earnings Credit

The Trust has a credit agreement with JPMorgan Chase Bank, N.A. (“JPMorgan”), The Bank of New York Mellon, Wells Fargo Bank National Association, and U.S. Bank National Association, permitting the Trust to borrow up to $100,000,000. Advances taken by a Fund under this arrangement would be primarily for temporary or emergency purposes, including

82

Notes to Financial Statements (Continued)

October 31, 2013

the meeting of redemption requests that otherwise might require the untimely disposition of securities, and are subject to a Fund’s borrowing restrictions. The line of credit requires a commitment fee of 0.07% per year on $100,000,000. Prior to July 18, 2013, the line of credit required a commitment fee of 0.08% on $90,000,000. Borrowings under this arrangement bear interest at a rate of 1.00% per annum plus the higher of (a) the one month London Interbank Offered Rate or (b) the Federal Funds Rate. Interest costs, if any, would be shown on the Statement of Operations. No compensating balances are required under the terms of the line of credit. The line of credit is renewed annually, and next expires on July 17, 2014. There were no borrowings under the line of credit during the year ended October 31, 2013.

JPMorgan provides earnings credits for cash balances maintained in a Fund’s custody accounts, which are used to offset custody fees of a Fund.

6.  Investment Transactions

For the year ended October 31, 2013, purchases and sales of investments (excluding short-term securities) were as follows:

Fund	Purchases		Sales
Investor Destinations Aggressive	$	254,189,373	$	300,447,130
Investor Destinations Moderately Aggressive		552,165,304		578,663,913
Investor Destinations Moderate		535,358,247		558,293,101
Investor Destinations Moderately Conservative		208,528,747		217,958,542
Investor Destinations Conservative		167,726,485		180,017,098

7.  Portfolio Investment Risks from Underlying Funds

Information about the risks of an investment in each affiliated Underlying Fund may be found in such Underlying Fund’s annual report to shareholders, which is available at www.nationwide.com/mutualfunds. Additional information about derivatives-related risks, if applicable to the Fund, may also be found in each such Underlying Fund’s annual report to shareholders.

8.  Indemnifications

Under the Trust’s organizational documents, the Trust’s Officers and Trustees are indemnified by the Trust against certain liabilities arising out of the performance of their duties to the Trust. In addition, the Trust has entered into indemnification agreements with its Trustees and certain of its Officers. Trust Officers receive no compensation from the Trust for serving as its Officers. In addition, in the normal course of business, the Trust enters into contracts with its vendors and others that provide for general indemnifications. The Trust’s maximum liability under these arrangements is unknown, as this would involve future claims made against the Trust. Based on experience, however, the Trust expects the risk of loss to be remote.

9.  New Accounting Pronouncements

In January 2013, Accounting Standards Update 2013-01 (“ASU 2013-01”), Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities, replaced Accounting Standards Update 2011-11 (“ASU 2011-11”), Disclosures about Offsetting Assets and Liabilities. ASU 2013-01 is effective for fiscal years beginning on or after January 1, 2013, and interim periods within those annual periods. ASU 2011-11 was intended to enhance disclosure requirements on the offsetting of financial assets and liabilities. ASU 2013-01 limits the scope of the new balance sheet offsetting disclosures to derivatives, repurchase agreements, and securities lending transactions to the extent that they are (i) offset in the financial statements or (ii) subject to an enforceable master netting arrangement or similar agreement. Management is currently evaluating the application of ASU 2013-01 and its impact, if any, on the Funds’ financial statements.

83

Notes to Financial Statements (Continued)

October 31, 2013

10.  Other

As of October 31, 2013, the Funds had individual shareholder accounts and/or omnibus shareholder accounts (comprising a group of individual shareholders), which held more than 10% of the total shares outstanding of the Funds as detailed below.

Fund	% of Shares			Number of Accounts
Investor Destinations Aggressive		49.13	%		3
Investor Destinations Moderately Aggressive		57.59			4
Investor Destinations Moderate		52.71			4
Investor Destinations Moderately Conservative		47.70			3
Investor Destinations Conservative		45.68			3

11.  Federal Tax Information

The tax character of distributions paid during the year ended October 31, 2013 was as follows:

	Distributions paid from
Fund	Ordinary Income		Net Long-Term Capital Gains		Total Taxable Distributions		Return of Capital		Total Distributions Paid
Investor Destinations Aggressive	$	18,185,199	$	11,401,352	$	29,586,551	$—		$	29,586,551
Investor Destinations Moderately Aggressive		30,325,630		11,352,672		41,678,302		—		41,678,302
Investor Destinations Moderate		26,286,237		7,290,440		33,576,677		—		33,576,677
Investor Destinations Moderately Conservative		8,909,091		7,686,149		16,595,240		—		16,595,240
Investor Destinations Conservative		6,624,660		7,448,555		14,073,215		—		14,073,215

Amounts designated as “—” are zero or have been rounded to zero.

The tax character of distributions paid during the year ended October 31, 2012 was as follows:

	Distributions paid from
Fund	Ordinary Income		Net Long-Term Capital Gains		Total Taxable Distributions		Return of Capital		Total Distributions Paid
Investor Destinations Aggressive	$	14,142,605	$	2,397,745	$	16,540,350	$	—	$	16,540,350
Investor Destinations Moderately Aggressive		25,832,370		11,068,715		36,901,085		—		36,901,085
Investor Destinations Moderate		24,165,037		8,652,237		32,817,274		—		32,817,274
Investor Destinations Moderately Conservative		8,834,306		5,176,357		14,010,663		—		14,010,663
Investor Destinations Conservative		6,946,832		2,598,917		9,545,749		—		9,545,749

Amounts designated as “—” are zero or have been rounded to zero.

84

Notes to Financial Statements (Continued)

October 31, 2013

As of October 31, 2013, the components of accumulated earnings/(deficit) on a tax basis were as follows:

Fund	Undistributed Ordinary Income		Undistributed Long-Term Capital Gains		Accumulated Earnings		Distributions Payable		Accumulated Capital and Other Losses		Unrealized Appreciation/ (Depreciation)*		Total Accumulated Earnings (Deficit)
Investor Destinations Aggressive	$	82,090	$	16,531,421	$	16,613,511	$	—	$	—	$	223,805,532	$	240,419,043
Investor Destinations Moderately Aggressive		626,817		43,453,809		44,080,626		—		—		341,247,403		385,328,029
Investor Destinations Moderate		1,247,266		55,098,283		56,345,549		—		—		249,351,853		305,697,402
Investor Destinations Moderately Conservative		661,891		39,396,269		40,058,160		—		—		30,993,726		71,051,886
Investor Destinations Conservative		678,628		20,979,258		21,657,886		—		—		4,243,769		25,901,655

Amounts designated as “—” are zero or have been rounded to zero.

* The difference between book-basis and tax-basis unrealized appreciation/(depreciation) is primarily attributable to timing differences in recognizing certain gains and losses on investment transactions.

As of April 30, 2013, the tax cost of securities and the breakdown of unrealized appreciation/(depreciation) for each Fund was as follows:

Fund	Tax Cost of Securities		Unrealized Appreciation		Unrealized Depreciation			Net Unrealized Appreciation/ (Depreciation)
Investor Destinations Aggressive	$	1,001,827,085	$	232,933,971	$	(9,128,439	)	$	223,805,532
Investor Destinations Moderately Aggressive		1,694,000,758		360,634,703		(19,387,300	)		341,247,403
Investor Destinations Moderate		1,509,964,613		261,410,029		(12,058,176	)		249,351,853
Investor Destinations Moderately Conservative		549,149,042		37,732,569		(6,738,843	)		30,993,726
Investor Destinations Conservative		424,380,905		10,743,121		(6,499,352	)		4,243,769

12.  Subsequent Events

Effective on or about February 21, 2014, the existing Class B shares of the Funds will be converted to Class A shares of the same Fund. Class B shares will no long be offered as of the same date.

Management has evaluated the impact of subsequent events on the Funds and has determined that there are no additional subsequent events requiring recognition or disclosure in the financial statements.

85

Report of Independent Registered Public Accounting Firm

To the Board of Trustees and Shareholders of Nationwide Mutual Funds:

In our opinion, the accompanying statements of assets and liabilities, including the statements of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Nationwide Investor Destinations Aggressive Fund, Nationwide Investor Destinations Moderately Aggressive Fund, Nationwide Investor Destinations Moderate Fund, Nationwide Investor Destinations Moderately Conservative Fund, and Nationwide Investor Destinations Conservative Fund (five series of Nationwide Mutual Funds, hereafter referred to as the “Funds”) at October 31, 2013, the results of each of their operations for the year then ended, the changes in each of their net assets for each of the two years in the period then ended and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as “financial statements”) are the responsibility of the Funds’ management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at October 31, 2013 by correspondence with the underlying funds’ transfer agent and fixed contract issuer, provide a reasonable basis for our opinion.

/s/PricewaterhouseCoopers LLP

Philadelphia, Pennsylvania

December 23, 2013

86

Supplemental Information

October 31, 2013 (Unaudited)

Other Federal Tax Information

For the year ended October 31, 2013, certain dividends paid by the Funds may be subject to a maximum tax rate of 20% as provided for by the Jobs and Growth Tax Relief Reconciliation Act of 2003. The Funds intend to designate the maximum amount allowable as taxed at a maximum rate of 15%. Complete information will be reported in conjunction with your 2013 Form 1099-DIV.

For the taxable year ended October 31, 2013, the following percentages of income dividends paid by the Funds qualify for the dividends received deduction available to corporations:

Fund	Dividends Received Deductions
Investor Destinations Aggressive		100.00	%
Investor Destinations Moderately Aggressive		49.26
Investor Destinations Moderate		7.93
Investor Destinations Moderately Conservative		30.03
Investor Destinations Conservative		16.06

The Funds designate the following amounts, or the maximum amount allowable under the Internal Revenue Code, as long term capital gain distributions qualifying for the maximum 20% income tax rate for individuals:

Fund	Amount
Investor Destinations Aggressive	$	11,401,352
Investor Destinations Moderately Aggressive		11,352,672
Investor Destinations Moderate		7,290,400
Investor Destinations Moderately Conservative		7,686,149
Investor Destinations Conservative		7,448,555

Certain Funds have derived net income from sources within foreign countries. As of October 31, 2013, the foreign source income for each Fund was as follows:

Fund	Amount		Per Share
Investor Destinations Aggressive	$	10,904,274	$	0.0978
Investor Destinations Moderately Aggressive		15,244,685		0.0849
Investor Destinations Moderate		6,658,691		0.0424
Investor Destinations Moderately Conservative		135,000		0.0026
Investor Destinations Conservative		579,783		0.0144

Certain Funds intend to elect to pass through to shareholders the income tax credit for taxes paid to foreign countries. As of October 31, 2013, the foreign tax credit for each Fund was as follows:

Fund	Amount		Per Share
Investor Destinations Aggressive	$	361,379	$	0.0032
Investor Destinations Moderately Aggressive		505,226		0.0028
Investor Destinations Moderate		179,570		0.0011
Investor Destinations Moderately Conservative		38,521		0.0007
Investor Destinations Conservative		15,165		0.0004

87

Management Information

October 31, 2013

Trustees and Officers of the Trust

The address for each Trustee is: c/o Nationwide Funds Group, 1000 Continental Drive, Suite 400, King of Prussia, PA 19406.

Name and Year of Birth	Position(s) Held with the Trust and Length of Time Served1,2	Principal Occupation(s) During Past Five Years (or longer)3	Number of Portfolios in the Nationwide Fund Complex Overseen by Trustee		Other Directorships Held by Trustee During Past Five Years4
Charles E. Allen 1948	Trustee since July 2000	Mr. Allen was Chairman, Chief Executive Officer and President of Graimark Realty Advisors, Inc. (real estate development, investment and asset management) from its founding in 1987 to 2012.		112	None
Paula H.J. Cholmondeley 1947	Trustee since July 2000	Ms. Cholmondeley focuses full time on corporate governance. She sits on public company boards and is also on the faculty of the National Association of Corporate Directors. She has served as a Chief Executive Officer of Sorrel Group (management consulting company) since January 2004. From April 2000 through December 2003, Ms. Cholmondeley was Vice President and General Manager of Sappi Fine Paper North America.		112	Director of Dentsply International, Inc. (dental products) from 2002 to present, Ultralife Batteries, Inc. from 2004 to 2010, Albany International Corp. (paper industry) from 2005 to 2013, Terex Corporation (construction equipment) from 2004 to present, and Minerals Technology, Inc. (specialty chemicals) from 2005 to present.
Phyllis Kay Dryden 1947	Trustee since December 2004	Ms. Dryden became CEO and President of Energy Dispute Solutions, LLC in January 2013, leading a company providing strategy consulting, arbitration and mediation services. She has been a management consultant since 1996, first as a partner of Mitchell Madison Group, then as a managing partner and head of west coast business development for marchFIRST, returning to Mitchell Madison Group in 2003 as an associated partner until January 2010 and thereafter as an independent strategy consultant through December 2012. Ms. Dryden was VP and General Counsel of Lucasfilm, Ltd. from 1981 to 1984, SVP and General Counsel of Charles Schwab and Co., Inc. from 1984 to 1992, and EVP and General Counsel of Del Monte Foods from 1992 to 1995.		112	None

88

Management Information (Continued)

October 31, 2013

The address for each Trustee is: c/o Nationwide Funds Group, 1000 Continental Drive, Suite 400, King of Prussia, PA 19406.

Name and Year of Birth	Position(s) Held with the Trust and Length of Time Served1,2	Principal Occupation(s) During Past Five Years (or longer)3	Number of Portfolios in the Nationwide Fund Complex Overseen by Trustee		Other Directorships Held by Trustee During Past Five Years4
Barbara L. Hennigar 1935	Trustee since July 2000	Ms. Hennigar was Executive Vice President of Oppenheimer Funds (an asset management company) from October 1992 until June 2000; Chairman of Oppenheimer Funds Services from October 1999 until June 2000; and President and CEO of Oppenheimer Funds Services from June 1992 until October 1999. She was previously Board Chair of a non-profit independent school, and is currently an independent trustee and endowment chair of St. Mary’s Academy, an independent school in Denver, CO.		112	None
Barbara I. Jacobs 1950	Trustee since December 2004	Ms. Jacobs served as Chairman of the Board of Directors of KICAP Network Fund, a European (United Kingdom) hedge fund, from January 2001 through January 2006. From 1988 through 2003, Ms. Jacobs was also a Managing Director and European Portfolio Manager of CREF Investments (Teachers Insurance and Annuity Association-College Retirement Equities Fund).		112	None
Keith F. Karlawish 1964	Trustee since March 2012	Mr. Karlawish has been a partner of Park Ridge Asset Management, LLC since December 2008, at which he also serves 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.		112	Trustee of the BB&T Mutual Funds and BB&T Variable Insurance Funds from June 2006 until December 2008.
Carol A. Kosel 1963	Trustee since March 2013	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.		112	Trustee of Sun Capital Advisers Trust from April 2011 to December 2012 and Trustee of Evergreen Funds from January 2008 to July 2010.
Douglas F. Kridler 1955	Trustee since September 1997	Mr. Kridler is the President and Chief Executive Officer of The Columbus Foundation, a $1.5 billion community foundation with 2,000 funds in 55 Ohio counties and 37 states in the U.S.		112	None

89

Management Information (Continued)

October 31, 2013

The address for each Trustee is: c/o Nationwide Funds Group, 1000 Continental Drive, Suite 400, King of Prussia, PA 19406.

Name and Year of Birth	Position(s) Held with the Trust and Length of Time Served1,2	Principal Occupation(s) During Past Five Years (or longer)3	Number of Portfolios in the Nationwide Fund Complex Overseen by Trustee		Other Directorships Held by Trustee During Past Five Years4
David C. Wetmore 1948	Trustee since 1995 and Chairman since February 2005	Mr. Wetmore was a Managing Director of Updata Capital, Inc. (a technology-oriented investment banking and venture capital firm) from 1995 through 2000. Prior to 1995, Mr. Wetmore served as the Chief Operating Officer, Chief Executive Officer and Chairman of the Board of several publicly-held software and services companies, and as the managing partner of a “big 8” public accounting firm.		112	None

¹  Length of time served includes time served with predecessor of the Trust.

² Each Trustee holds office for the lifetime of the Trust or until such Trustee’s earlier death, resignation, removal, retirement or inability otherwise to serve, or the election and qualification of his or her successor.

³  Unless otherwise noted, the information presented is the principal occupation of the Trustee during the past five years.

⁴  Directorships held in (i) any other investment companies registered under the 1940 Act, (ii) 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 (iii) any company subject to the requirements of Section 15(d) of the Exchange Act.

90

Management Information (Continued)

October 31, 2013

The address for each Officer is: c/o Nationwide Funds Group, 1000 Continental Drive, Suite 400, King of Prussia, PA 19406.

Name and Year of Birth	Position(s) Held with Fund and Length of Time Served1	Principal Occupation(s) During Past Five Years2
Michael S. Spangler 1966	President and Chief Executive Officer since June 2008	Mr. Spangler is President and Chief Executive Officer of Nationwide Funds Group, which includes NFA3, Nationwide Fund Management LLC3 and Nationwide Fund Distributors LLC3, and is a Senior Vice President of NFS3. From May 2004 through May 2008, Mr. Spangler was Managing Director, Head of Americas Retail and Intermediary Product Management for Morgan Stanley Investment Management.
Stephen T. Grugeon 1950	Executive Vice President and Chief Operating Officer since June 2008	Mr. Grugeon has been Executive Vice President and Chief Operating Officer of Nationwide Funds Group since May 20073. From February 2008 through June 2008, he also served as the acting President and Chief Executive Officer of the Trust and of Nationwide Funds Group. From December 2006 until January 2008, he was Executive Vice President of NWD Investments3.
Joseph Finelli 1957	Treasurer since September 2007	Mr. Finelli is the Principal Financial Officer and Senior Vice President for Nationwide Funds Group3. From July 2001 until September 2007, he was Assistant Treasurer and Vice President of Investment Accounting and Operations of NWD Investments3.
Brian Hirsch 1956	Chief Compliance Officer since January 2012	Mr. Hirsch is Vice President of NFA and Chief Compliance Officer of NFA and the Trust. From January 2003 through January 2012, Mr. Hirsch was the Senior Vice President for Compliance and Fund Administration at IFS Financial Services, Inc., a subsidiary of the Western Southern Financial Group.
Eric E. Miller 1953	Secretary since December 2002	Mr. Miller is Senior Vice President, General Counsel, and Assistant Secretary for Nationwide Funds Group and NWD Investments3.
Doff Meyer 1950	Vice President and Chief Marketing Officer since January 2008	Ms. Meyer is Senior Vice President and Chief Marketing Officer of Nationwide Funds Group (since August 2007)3. From September 2004 until August 2007, Ms. Meyer was Director of Finance and Marketing, Principal of Piedmont Real Estate Associates LLC.

¹  Length of time served includes time served with the Trust’s predecessors.

²  Unless otherwise noted, the information presented is the principal occupation of the Officer during the past five years.

³  These positions are held with an affiliated person or principal underwriter of the Funds.

Additional information regarding the Trustees and Officers may be found in the Trust’s Statement of Additional Information, which is available without charge upon request, by calling 800-848-0920.

Federal law requires the Trust and each of its investment advisers and subadvisers to adopt procedures for voting proxies (“Proxy Voting Guidelines”) and to provide a summary of those Proxy Voting Guidelines used to vote the securities held by the Fund. The Fund’s proxy voting policies and procedures are available without charge (i) upon request, by calling 800-848-0920, (ii) on the Trust’s website at nationwide.com/mutualfunds, and (iii) on the Securities and Exchange Commission’s website at www.sec.gov.

91

Market Index Definitions

Barclays Emerging Markets USD Aggregate Bond Index: An unmanaged index comprising fixed-rate and floating-rate U.S. dollar-denominated bonds from sovereign, quasi-sovereign and corporate emerging market issuers; the countries considered to be emerging markets are determined by annual review using rules-based classifications from the World Bank income group and the International Monetary Fund (IMF).

Barclays Global Aggregate Bond Index: An unmanaged index of fixed-rate, publicly issued, taxable bond market issues with a remaining maturity of at least one year; a broad-based measurement of the performance of the global investment-grade fixed-income markets.

Barclays Long U.S. Treasury Index: An unmanaged index that measures the performance of all investment-grade, publicly issued U.S. Treasury securities with a remaining maturity of 10 years or more and $250 million or more in outstanding face value.

Barclays Municipal Bond Index: An unmanaged, market value-weighted index of investment-grade municipal bonds with a minimum credit rating of Baa and maturities of one year or more; serves as a broad market performance index for the tax-exempt bond market.

Barclays U.S. 1-3 Year Government/Credit Bond Index: An unmanaged index of U.S. dollar-denominated, investment-grade, fixed-rate, publicly issued, taxable bond market issues (including Treasury, government and corporate securities) with a remaining maturity of one to three years.

Barclays U.S. 10-20 Year Treasury Bond Index: An unmanaged index that measures the performance of U.S. Treasury securities with a remaining maturity of 10 to 20 years.

Barclays U.S. Aggregate Bond Index: An unmanaged, market value-weighted index of investment-grade, fixed-rate debt issues (including government, corporate, asset-backed, and mortgage-backed securities with maturities of one year or more) that is generally representative of the bond market as a whole.

Barclays U.S. Corporate High Yield Index: An unmanaged index that reflects the performance of fixed-rate, non-investment-grade, U.S. dollar-denominated taxable corporate bonds with at least $150 million par value outstanding, a maximum credit rating of Ba1 and a maturity of one year or more; gives a broad look at how high-yield (“junk”) bonds have performed.

Barclays U.S. Credit Index: An unmanaged, market value-weighted index that measures the performance of investment-grade, fixed-rate, publicly issued U.S. corporates and non-corporates, including foreign agencies, sovereigns, supranationals and foreign local government issues, with at least $250 million par value outstanding and a maturity of one year or more.

Barclays U.S. Treasury Inflation-Protected Securities (TIPS) Index^SM: An unmanaged, market capitalization-weighted index that measures the performance of all U.S. dollar-denominated, investment-grade, fixed-rate, publicly issued U.S. TIPS with a remaining maturity of at least one year and $250 million or more in outstanding face value.

BofA Merrill Lynch (BofAML) 1-Year Treasury Bill (T-Bill) Index: An unmanaged index that measures the returns of 12-month Treasury bills. Comprises a single issue purchased at the beginning of a month and held for the full month. At the end of that month, that issue is sold and rolled into a newly selected issue. The issue selected at each month-end rebalancing is the outstanding T-Bill with the longest maturity.

BofA Merrill Lynch (BofAML) 6-Month Treasury Bill (T-Bill) Index: An unmanaged index that measures the returns of six-month Treasury bills. Comprises a single issue purchased at the beginning of a month and held for the full month. At the end of that month, that issue is sold and rolled into a newly selected issue. The issue selected at each month-end rebalancing is the outstanding T-Bill that matures closest to, but not beyond, six months from the rebalancing date.

92

Market Index Definitions (con’t.)

BofA Merrill Lynch (BofAML) AAA U.S. Treasury/Agency Master Index: An unmanaged index that gives a broad look at how fixed-rate U.S. government bonds with a remaining maturity of at least one year have performed.

BofA Merrill Lynch (BofAML) U.S. High Yield Cash Pay Constrained Index: An unmanaged, market value-weighted index that measures the performance of U.S. dollar-denominated, below-investment-grade, fixed-rate, publicly issued, non-convertible, coupon-bearing corporate debt with a remaining maturity of at least one year. Each issue represented must have an outstanding par value of at least $50 million, must be less than BBB/Baa3-rated but not in default, and is restricted to a maximum of 2% of the total index.

Citigroup 3-Month Treasury Bill (T-Bill) Index: An unmanaged index that is generally representative of 3-month Treasury bills; consists of an average of the last 3-month Treasury bill issues (excluding the current month-end bill).

Consumer Price Index (CPI): Calculated by the U.S. Department of Labor’s Bureau of Labor Statistics, the CPI represents changes in prices of a basket of goods and services purchased for consumption by urban households.

Dow Jones Industrial Average (DJIA): A market indicator consisting of a price-weighted average of 30 blue chip stocks actively traded on the New York Stock Exchange (NYSE) and the National Association of Securities Dealers Automated Quotations (NASDAQ) system; invented by Charles Dow in 1896, the DJIA represents 15% to 20% of the value of NYSE stocks.

iMoneyNet Prime Retail Index: An unmanaged index that is an average of non-government retail money market mutual funds. Portfolio holdings of prime money market mutual funds include U.S. Treasury, U.S. other, repurchase agreements, time deposits, domestic and foreign bank obligations, commercial paper, floating-rate notes and asset-backed commercial paper.

KOSPI 200 Index: An unmanaged index that is a subset of the Korea Composite Stock Price Index; measures the performance of the stocks of the 200 largest publicly traded companies on the Korea Stock Exchange.

Lipper Analytical Services, Inc. (Lipper) is an industry research firm whose rankings are based on total return performance and do not reflect the effect of sales charges. Each fund is ranked within a universe of funds similar in investment objective as determined by Lipper.

Morningstar® (Mstar) Lifetime Allocation Indexes: A series of 13 unmanaged, multi-asset-class indexes designed to benchmark target-date investment products. Each index is available in three risk profiles: aggressive, moderate and conservative. The index asset allocations adjust over time, reducing equity exposure and shifting toward traditional income-producing investments. The strategic asset allocation of the indexes is based on Ibbotson Associates’ Lifetime Asset Allocation methodology.

MSCI ACWI ex USA Index: An unmanaged, market capitalization-weighted index that is designed to measure the performance of the stocks in the global developed and emerging markets, excluding U.S.-based companies.

MSCI All Country World Index^SM: An unmanaged, free float-adjusted, market capitalization-weighted index that is designed to measure the performance of the stocks in the global developed and emerging markets.

MSCI EAFE® Index: An unmanaged, free float-adjusted, market capitalization-weighted index that is designed to measure the performance of the stocks in developed markets outside the United States and Canada.

93

Market Index Definitions (con’t.)

MSCI Emerging Markets (EM) Index: An unmanaged, free float-adjusted market capitalization-weighted index that is designed to measure equity market performance of emerging markets.

MSCI Greece Index: An unmanaged, free float-adjusted, market capitalization-weighted index that is designed to measure the performance of the stocks in Greece.

MSCI World ex USA Index: An unmanaged index that measures the equity market performance of developed-market countries excluding the United States; covers approximately 85% of the free float-adjusted market capitalization in each country, capturing large- and mid-cap representation.

MSCI World Index^SM Free: An unmanaged, free float-adjusted, market capitalization-weighted index that is designed to measure the performance of global developed-market equities. The “Free” suffix denotes an index with a somewhat different history but the same constituents and performance in relation to its counterpart index without the suffix.

Russell 1000® Index: An unmanaged index that measures the performance of the large-capitalization segment of the U.S. equity universe.

Russell 1000® Growth Index: An unmanaged index that measures the performance of the large-capitalization growth segment of the U.S. equity universe; includes those Russell 1000^® Index companies with higher price-to-book ratios and higher forecasted growth values.

Russell 1000® Value Index: An unmanaged index that measures the performance of the large-capitalization value segment of the U.S. equity universe; includes those Russell 1000^® Index companies with lower price-to-book ratios and lower forecasted growth values.

Russell 2000® Index: An unmanaged index that measures the performance of the small-capitalization segment of the U.S. equity universe.

Russell 2000® Growth Index: An unmanaged index that measures the performance of the large-capitalization growth segment of the U.S. equity universe; includes those Russell 2000^® Index companies with higher price-to-book ratios and higher forecasted growth values.

Russell 2000® Value Index: An unmanaged index that measures the performance of the large-capitalization growth segment of the U.S. equity universe; includes those Russell 2000^® Index companies with lower price-to-book ratios and lower forecasted growth values.

Russell 3000® Index: An unmanaged index that measures the performance of the 3,000 largest U.S. companies in the investable U.S. equity universe.

S&P 500® Index: An unmanaged, market capitalization-weighted index of 500 stocks of leading large-cap U.S. companies in leading industries; gives a broad look at the U.S. equities market and those companies’ stock price performance.

S&P MidCap 400® (S&P 400) Index: An unmanaged index that measures the performance of 400 stocks of medium-sized U.S. companies (those with a market capitalization of $1 billion to $4.4 billion).

SET50 Index: An unmanaged index that measures the performance of the stocks of the 50 largest companies trading on the Stock Exchange of Thailand.

94

Glossary

Definitions of some commonly used investment terms

Asset allocation: The process of spreading assets across several different investment styles and asset classes. The purpose is to potentially reduce long-term risk and capture potential profits across various asset classes.

Benchmark index: A broad-based securities index used as a comparison tool to measure the performance of a mutual fund.

Derivative: A contract, security or investment with its value based on the performance of an underlying financial asset, index or economic measure.

Diversification: An investment strategy that seeks to reduce risk in a portfolio so that the positive performance of some investments will neutralize the negative performance of others.

Duration: A measure of how much the price of a bond would change compared to a change in market interest rates, based on the remaining time until a bond’s maturity together with other factors. A bond’s value drops when interest rates rise, and vice versa. Bonds with longer durations have higher risk and volatility.

Emerging market countries: Developing and low- or middle-income countries as identified by the International Finance Corporation or the World Bank. Emerging market countries may be found in regions such as Asia, Latin America, Eastern Europe, the Middle East and Africa.

Equity securities: Securities that represent an ownership interest in the issuer. Common stocks are the most common type of equity securities.

Expense ratio: The percentage of fees paid by a fund to its adviser for management and operational costs. A fund’s expense ratio includes all administrative expenses and 12b-1 fees but excludes sales charges.

Fixed-income securities: Securities, including bonds and other debt securities, that represent an obligation by the issuer to pay a specified rate of interest or dividend at specified times.

Market capitalization: A common way of measuring the size of a company based on the price of its common stock multiplied by the number of outstanding shares.

Quantitative techniques: Mathematical and statistical methods used in the investment process to identify securities of issuers for possible purchase or sale by a mutual fund.

Sector: An industry or market that shares common characteristics. Sectors are used to group investments into categories such as energy, health, technology and utilities.

Yield curve: A plotted graph line showing the interest rates of bonds, at a set point in time, that have equal credit quality but different maturity dates.

95

P.O. Box 701

Milwaukee, WI 53201-0701

nationwide.com/mutualfunds

Investors should carefully consider a fund’s (and, if applicable, each of its underlying funds’) investment objectives, risks, fees, charges and expenses before investing any money. To obtain this and other information on Nationwide Funds, please call 1-800-848-0920 to request a summary prospectus and/or a prospectus, or download a summary prospectus and/or a prospectus at nationwide.com/mutualfunds. Please read it carefully before investing any money.

About Nationwide Funds Group (NFG)

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. NFA is a wholly owned subsidiary of Nationwide Financial Services, Inc. (NFS).

Distributor

Nationwide Funds distributed by Nationwide Fund Distributors LLC (NFD), member FINRA, King of Prussia, Pa. NFD is not an affiliate of any subadviser discussed in this material, except Nationwide Asset Management, LLC.

Nationwide, Nationwide Financial, the Nationwide framemark, Nationwide Funds, Nationwide Funds Group and On Your Side are service marks of Nationwide Mutual Insurance Company.

© 2013 Nationwide Funds Group. All rights reserved.

AR-ID 12/13

Annual Report

October 31, 2013

Nationwide Mutual Funds

Target Destination Funds

Nationwide Destination 2010 Fund

Nationwide Destination 2015 Fund

Nationwide Destination 2020 Fund

Nationwide Destination 2025 Fund

Nationwide Destination 2030 Fund

Nationwide Destination 2035 Fund

Nationwide Destination 2040 Fund

Nationwide Destination 2045 Fund

Nationwide Destination 2050 Fund

Nationwide Destination 2055 Fund

Nationwide Retirement Income Fund

Nationwide Funds®

Commentary in this report is provided by the portfolio manager(s) of each Fund as of the date of this report and is subject to change at any time based on market or other conditions.

Third-party information has been obtained from sources that Nationwide Fund Advisors (NFA), the investment adviser to the Funds, deems reliable. This report and the holdings provided are for informational purposes only and are not intended to be relied on as investment advice. Portfolio composition is accurate as of the date of this report and is subject to change at any time and without notice. NFA, one of its affiliated advisers or its employees may hold a position in the securities in this report.

Statement Regarding Availability of Quarterly Portfolio Holdings

The Trust files complete schedules of portfolio holdings for each Fund with the Securities and Exchange Commission (SEC) for the first and third quarters of each fiscal year on Form N-Q. Additionally, the Trust files a schedule of portfolio holdings monthly for the Nationwide Money Market Fund on Form N-MFP. Forms N-Q and Forms N-MFP are available on the SEC’s website at http://www.sec.gov. Forms N-Q and Forms N-MFP may be reviewed and copied at the SEC’s Public Reference Room in Washington, DC, and information on the operation of the Public Reference Room may be obtained by calling 800-SEC-0330. The Trust also makes this information available to shareholders on nationwide.com/mutualfunds or upon request without charge.

Statement Regarding Availability of Proxy Voting Record

Information regarding how the Funds voted proxies relating to portfolio securities held during the most recent 12-month period ended June 30 is available without charge, upon request, by calling 800-848-0920, and on the SEC’s website at http://www.sec.gov.

Nationwide Funds® Annual Report

Contents

Message to Shareholders	1
Economic Review	2
Target Destination Funds
Nationwide Destination 2010 Fund	4
Nationwide Destination 2015 Fund	19
Nationwide Destination 2020 Fund	34
Nationwide Destination 2025 Fund	49
Nationwide Destination 2030 Fund	64
Nationwide Destination 2035 Fund	79
Nationwide Destination 2040 Fund	94
Nationwide Destination 2045 Fund	109
Nationwide Destination 2050 Fund	124
Nationwide Destination 2055 Fund	139
Nationwide Retirement Income Fund	154
Notes to Financial Statements	169
Report of Independent Registered Public Accounting Firm	182
Supplemental Information	183
Management Information	185
Market Index Definitions	189
Glossary	192

Nationwide Funds®

Message to Shareholders

October 31, 2013

Dear Shareholder,

I am proud to report that Nationwide Financial has acquired 17 mutual funds through an agreement with HighMark Capital Management, Inc. and approval of its shareholders. This agreement is the latest step in the Nationwide Financial strategy to pursue Nationwide Funds growth.

Why is this important to you, a Nationwide Funds shareholder? By adding these HighMark Funds to the Nationwide Mutual Funds lineup, we continue to expand our selection of investment strategies. The transaction provides Nationwide Funds with approximately $3.6 billion in new mutual fund assets, enabling Nationwide to present a wider array of investment offerings. It also underscores our commitment to helping Americans, like you, prepare for and live in retirement.

During the 12-month reporting period ended October 31, 2013, broad U.S. stock market performance was predominantly positive, with the S&P 500® Index returning 27.18%. Yet despite recent encouraging returns, several years of economic volatility and uncertainty have left some investors distrustful of the markets and wary about their economic futures. In short, they have developed a fear of financial planning.

Nationwide Funds recently released the results of its in-depth investor sentiment survey conducted by Harris Interactive, titled Fear of Financial Planning. The study revealed that 26 percent of potential investors do not have a financial plan. Given that we live in an era when Americans are more responsible for their own financial security than ever before, we find this statistic troubling and are working to spread the word that financial planning is a necessity, not an option.

We encourage all of our shareholders to meet regularly with their financial advisors. An effective financial plan involves much more than just opening an investment account. It includes taking a macro-level view of your circumstances and making use of thoughtful, customized long-term analysis. An effective financial plan also contains contingencies to offset potential surprises and risks, specific action steps and defined milestones to help increase your confidence and measure success. Armed with a plan, you are never alone.

In his novel “The Hobbit,” author J.R.R. Tolkien wrote, “It does not do to leave a live dragon out of your calculations, if you live near him.” Since the beginning of the financial crisis, investors have been living close to a live dragon and have felt his heat. However, as every experienced dragon slayer knows, having a comprehensive plan of attack, a wide array of tools and a team of trusted experts by your side quiets fear and fortifies you to pursue victory.

Thank you for investing with Nationwide Funds.

Sincerely,

Michael S. Spangler

President & CEO

Nationwide Funds

1

Economic Review

During the fiscal year ended October 31, 2013, most asset classes reported strong performance. Domestic equities experienced a broad-based rally, with the S&P 500® Index delivering a 27.2% return, and with nearly all sectors and capitalization ranges delivering strong performance. International equities also were solid, with developed markets outperforming emerging markets. Fixed-income results were mixed, as credit-sensitive indexes showed positive returns, while rate-sensitive indexes were affected by rising Treasury yields.

Domestically, the reporting period was dominated by news from Washington. The main topics from November 2012 through January 2013 consisted of the national election for president and congressional control and a heated debate on the fiscal cliff. Concerns about the tapering (gradual reduction) of the Federal Reserve’s Quantitative Easing (“QE”) policy, the federal government shutdown and rhetoric in Congress related to raising the debt ceiling affected trading in August, September and October 2013. The S&P 500 Index was up 10 of the 12 months of the fiscal year, including consecutively from November 2012 through May 2013. The S&P 500 Index showed modest gains in November and December 2012 of 0.58% and 0.91%, respectively, despite the political uncertainty.

The S&P 500 Index was up 10 of the 12 months of the fiscal year, including consecutively from November 2012 through May 2013.

The first quarter of calendar-year 2013 saw a substantial rally, with the S&P 500 Index up 10.6% on relief over a conclusion to a contentious election season and the implementation of the federal spending cuts on March 1. The broad-based market’s strength continued in April and May, with the S&P 500 Index returning 1.9% and 2.3%, respectively, before the market became choppy for the remainder of the reporting period on a spike in interest rates. The equity and fixed-income markets reacted to comments from Federal Reserve Chairman Ben Bernanke

suggesting a tapering of the Fed’s QE program later in the year. Volatility increased materially, with substantial positive returns for the S&P 500 Index of 5.1% in July, 3.1% in September and 4.6% in October, somewhat offset by postings of -1.3% in June and -2.9% in August. A theme in the market during 2013 was “sell the rumor, buy the news,” as the market sold off modestly into the period of uncertainty, and rallied substantially as a conclusion was reached.

While gradually improving through the reporting period, U.S. economic activity was sluggish during the period, with GDP growth of 0.1%, 1.1%, 2.5% and 2.8% from calendar 4Q12 through calendar 3Q13. This was the primary impetus for the cautious approach by the Federal Reserve with regard to maintaining the QE program. Inflation remained well controlled during the reporting period, with the core Consumer Price Index (CPI) below 2% throughout the period, ending at 1.7% in October 2013. CPI, which includes the volatile food and energy categories, was actually lower than core CPI, averaging 1.6% and exiting September 2013 at 1.2%. Despite job-creation levels coming in lower than during many past recoveries, the unemployment rate continued to decline during the reporting period, falling from 7.9% to 7.2%, aided by the labor participation rate declining to 63.3% from 63.8% a year ago (the figure was more than 66% at the beginning of the 2008 recession).

The strong performance in domestic equities was broad based during the reporting period, with small-capitalization stocks outperforming large-cap stocks, and growth and value roughly equal. The best-performing sectors in the S&P 500 Index were consumer discretionary, with 40.5%, industrials, with 35.8% and health care, with 34.3%. Consumer discretionary and industrials benefited from improved profits and expanding valuations, and health care rose in reaction to excitement surrounding new products. The worst-performing sectors were utilities, with 9.5% and telecommunications, with 13.1%. Utilities and telecommunications were relatively impacted by rising rates, as the high dividends paid by these sectors were relatively less attractive.

2

Economic Review (con’t.)

The strong performance in domestic equities was broad based during the reporting period, with small-capitalization stocks outperforming large-cap stocks, and growth and value roughly equal.

International stocks were very strong at the start of the reporting period, as European shares rallied on hopes that the worst of the stress on the banking system was behind them. Asian shares rose in reaction to a U.S. rally and the prospect of additional stimulus from Japan’s Central Bank. In November and December 2012, international shares materially outperformed U.S. shares, with the MSCI ACWI ex USA Index outperforming the S&P 500 Index by nearly 4%. Throughout the year, the performance of international stocks continued to be positive but weaker relative to U.S. stocks. Europe was reminded of the fragile state of the banking systems of its weaker members, this time with Cyprus. Continued political tensions in Greece, sluggish economic growth and worries about a U.S. tapering depressed relative returns through mid-year, before the market rallied in response to stabilization of political and banking system risk. Asia was relatively strong throughout the year, primarily due to the prospect of renewed stimulus by Japan’s Central Bank and a beneficial exchange rate. Emerging market stocks lagged on concerns about China’s slowing economic growth as well as political tensions in Brazil, Turkey, North Korea and the Middle East, and steadily declining commodity prices.

Performance in the fixed-income markets was driven by a sustained period of rising rates

throughout most of the reporting period. Long-term Treasury yields rose meaningfully during the period, moving from a low of 1.70% in October 2012 to a high of 3.00% in September 2013 on anticipation of the tapering of Fed policy, but fell to 2.54% by the end of October as those concerns faded. The broadly based Barclays U.S. Aggregate Bond Index posted a total return of -1.1% for the reporting period. Long-duration benchmarks showed negative relative performance, with the Barclays Long U.S. Treasury Index down 9.3%. A generally benign economic environment allowed a narrowing of most credit spreads, resulting in positive performance for high-yield and emerging market benchmarks. Municipal bonds performed largely in line with the broader index, as the positive impact from the gradual improvement in economic conditions was offset by a few high-profile events, such as the fears of a possible default of Puerto Rico, the third-largest municipal issuer behind California and New York.

Index	Fiscal Year Total Return
S&P 500®		27.18%
Russell 1000® Growth		28.30%
Russell 1000® Value		28.29%
Russell 2000®		36.28%
MSCI World ex USA		24.65%
MSCI Emerging Markets		6.53%
Barclays U.S. Aggregate Bond		-1.08%
Barclays U.S. 10-20 Year Treasury Bond		-5.23%
Barclays U.S. 1-3 Year Government/Credit Bond		0.77%
Barclays Municipal Bond		-1.72%
Barclays U.S. Corporate High Yield		8.87%
Barclays Emerging Markets USD Aggregate Bond		-1.24%

3

Fund Commentary Nationwide Destination 2010 Fund

For the annual period ended October 31, 2013, the Nationwide Destination 2010 Fund (Class R2) returned 8.47% versus 8.77% for its benchmark, the Morningstar® (Mstar) Lifetime Moderate 2010 Index. For broader comparison, the median return for the Fund’s closest Lipper peer category of Mixed-Asset Target 2010 Funds (consisting of 132 funds as of October 31, 2013) was 9.39% for the same time period.

The Fund’s return for the 12-month period covered in this report was primarily driven by strong positive returns across the equity markets in the U.S. and foreign developed countries. In general, U.S. equity markets led the way as large-, mid- and small-capitalization stocks posted double-digit gains. Specifically, the S&P 500® Index (representing large-cap stocks) rose more than 27%, S&P MidCap 400® Index (mid-cap stocks) increased more than 33% and Russell 2000® Index (small-cap stocks) gained more than 36%. During the period, the U.S. Federal Reserve (Fed) reaffirmed its intent to support the economy by maintaining its pace of asset purchases, helping to underpin the gains delivered in the U.S. equity markets.

The equity markets within foreign developed countries (as distinguished from emerging market countries) generally posted double-digit returns as well. The MSCI EAFE® Index (representing developed international markets) posted a gain of nearly 27% during the period. This return was helped by receding concerns regarding political and economic uncertainty in various parts of the eurozone, the Fed’s decision not to taper (gradually reduce) its pace of asset purchases and the dissipation of tensions in Syria.

With regard to intermediate-term, investment-grade U.S. fixed-income bonds, the Barclays U.S. Aggregate Bond Index (representing such U.S. bonds) posted a negative return of -1.08% during the period. Interest rates on the bellwether 10-year U.S. Treasury note increased nearly 100 basis points during the period, beginning November 2012 at 1.62%, increasing to 3.00% by early September 2013 and easing back at the end of the period to 2.56% after the Fed’s announcement to postpone the tapering of its asset purchases. The rise in interest rates

coincided with an increase in intermediate- and long-term bond prices and a decrease in bond returns for the period as a whole. Short-term interest rates remained range-bound near zero, effectively keeping returns for investments in short-term bond investments in the very low single digits, and returns for money market investments barely above zero.

As for the seven asset classes represented within the large Fund allocation to the underlying Nationwide Alternatives Allocation Fund (Alternatives Fund) — global real estate stocks, commodities, emerging market stocks, emerging market bonds, international (developed market) bonds, U.S. high-yield bonds and U.S. Treasury Inflation-Protected Securities (TIPS) — returns were mixed during the period. Overall, the Alternatives Fund return was slightly positive with 1.28% for Institutional Class shares) and made a modest positive contribution to the Fund’s return. Within the Alternatives Fund, double-digit returns were posted by the U.S. high-yield bonds and global real estate stocks sleeves with smaller positive returns generated by emerging market stocks and international (developed market) bonds. The Alternatives Fund sleeves representing commodities, TIPS and emerging market bonds, however, posted negative returns. The former sleeve was adversely affected by, among other things, slackening demand for precious metals and an oversupply of corn. The latter two sleeves were adversely affected by the gradual rise in longer-term bond prices (as noted above). In the case of TIPS, inflation remained relatively low in the U.S., causing “real” yields (current yield minus current inflation level) to be negative and a disincentive to investment. In the case of emerging market bonds, the slowing of inflows of foreign capital to many of these markets and the strengthening of the U.S. dollar against certain currencies further combined to reduce returns.

The returns from the Fund’s investments in the Nationwide S&P 500 Index Fund and Nationwide International Index Fund, combined with their relatively significant allocations within the Fund, made these investments the largest contributors to the Fund’s return during the period, as shown in the chart below.

4

Fund Commentary (con’t.) Nationwide Destination 2010 Fund

The negative returns from the Fund’s investments in the Nationwide Bond Index Fund and Nationwide Inflation-Protected Securities Fund made them the only detractors from the Fund’s return during the period, as shown in the chart below.

Portfolio Manager:

Thomas R. Hickey Jr., Nationwide Fund Advisors

The Fund is designed to provide diversification across a variety of asset classes, primarily by investing in underlying funds. Therefore, in addition to the expenses of the Fund, each investor is indirectly paying a proportionate share of the applicable fees and expenses of its underlying funds.

Investments in the Fund are subject to the risks of its underlying funds. The year in the Fund’s name refers to the approximate year (target date) that an investor plans to retire or begin withdrawing money from the Fund. The Fund will gradually shift its investment allocations from more aggressive investments to more conservative investments based on its target date. An investment in the Fund is not guaranteed at any time, including on or after its target date. Please refer to the summary prospectus for a more detailed explanation of the Fund’s principal risks.

Asset allocation is the process of spreading assets across several different investment styles and asset classes. The purpose is to potentially reduce long-term risk and capture potential profits across various asset classes.

There is no assurance that the investment objective of any fund (or that of any underlying fund) will be achieved or that a diversified portfolio will produce better results than a nondiversified portfolio. Diversification does not guarantee returns or insulate an investor from potential losses, including the possible loss of principal.

A description of the benchmarks can be found on the Market Index Definitions page at the back of this book.

Note: Effective September 9, 2013, important changes were made to the Fund’s allocations, most notably a reduction in the allocations to the underlying Nationwide Alternatives Allocation Fund and the iShares Barclays 1-3 Year Treasury Bond ETF, and an increase in the allocations to the Nationwide Bond Index Fund and Nationwide International Index Fund. These changes were intended to potentially reduce some of the Fund’s volatility that has resulted in a higher risk level relative to the Fund’s returns than we deemed appropriate for investors in this conservatively positioned Fund. Please see the Fund’s prospectus for more details.

Nationwide Destination 2010 Fund

Actual Underlying Fund Allocations

(as of October 31, 2013)

Nationwide Bond Index Fund	37%
Nationwide S&P 500 Index Fund	15%
Nationwide International Index Fund	14%
Nationwide Alternatives Allocation Fund	10%
Nationwide Inflation-Protected Securities Fund	9%
Nationwide Mid Cap Market Index Fund	8%
Nationwide Small Cap Index Fund	4%
iShares Barclays 1-3 Year Credit Bond ETF	3%
	100%

Actual underlying fund allocations are stated as a percentage of the Fund’s total net assets. Allocations may change over time in order for the Fund to meet its objective or due to market and/or economic conditions. Because the Fund’s allocation may not match a particular investor’s retirement goal and an investor may have different retirement needs than anticipated, there is no guarantee that an investor will have the desired level of retirement assets available. Also, an investor may have different retirement needs than the allocation model anticipates.

5

Fund Commentary (con’t.) Nationwide Destination 2010 Fund

Contributions of Underlying Funds to Fund Performance

(For the year ended October 31, 2013)

Nationwide Destination 2010 Fund

The contribution of underlying funds to Fund performance is based on target underlying fund allocations through the reporting period. Returns reflect the impact of each underlying fund’s fees and expenses, but do not reflect the Nationwide Destination 2010 Fund’s fees and expenses. Day-to-day market activity will likely cause the Fund’s target allocations to fluctuate. Under ordinary circumstances, Nationwide Fund Advisors periodically will rebalance the assets of the Fund in order to conform its actual allocations to those stated in the then-current prospectus. The asset class target allocations are subject to change at any time and without notice. For more information, refer to the Fund’s prospectus.

6

Fund Overview Nationwide Destination 2010 Fund

Objective

The Fund seeks capital appreciation and income consistent with its current asset allocation.

Highlights

Ÿ The Fund’s investments in U.S. and foreign developed market stocks account for nearly 37% of its allocations and contributed more than 95% to the returns of the Fund during the period.

Ÿ Two of the Fund’s investments in U.S. bonds detracted from returns during the period.

Ÿ The Fund recently reduced its exposure to the underlying Nationwide Alternatives Allocation Fund, thus reducing the Fund’s exposure to alternative asset classes.

Asset Allocation†

Fixed Income Funds	49.2%
Equity Funds	40.9%
Alternative Assets	10.0%
Liabilities in excess of other assets	(0.1)%
	100.0%

Top Holdings††

Nationwide Bond Index Fund, Institutional Class	37.1%
Nationwide S&P 500 Index Fund, Institutional Class	15.0%
Nationwide International Index Fund, Institutional Class	13.9%
Nationwide Alternatives Allocation Fund, Institutional Class	10.0%
Nationwide Inflation-Protected Securities Fund, Institutional Class	9.0%
Nationwide Mid Cap Market Index Fund, Institutional Class	8.0%
Nationwide Small Cap Index Fund, Institutional Class	4.0%
iShares Barclay’s 1-3 Year Credit Bond Fund	3.0%
	100.0%

† Percentages indicated are based upon net assets as of October 31, 2013.

†† Percentages indicated are based upon total investments as of October 31, 2013.

7

Fund Performance Nationwide Destination 2010 Fund

Average Annual Total Return

(For periods ended October 31, 2013)		1 Yr.			5 Yr.		Inception5
Class A	w/o SC1		8.73%			8.19%		2.45%
	w/SC2		2.43%			6.92%		1.47%
Class C	w/o SC1		8.27%			7.63%		1.88%
	w/SC		7.27%	3		7.63%		1.88%
Class R14			8.25%			7.75%		1.99%
Class R24			8.47%			7.90%		2.17%
Institutional Service Class4			9.40%			8.73%		9.40%
Institutional Class4			9.26%			8.69%		9.26%

Expense Ratios

	Expense Ratio*
Class A	0.94%
Class C	1.44%
Class R1	1.34%
Class R2	1.19%
Institutional Services Class	0.69%
Institutional Class	0.44%

*Current effective prospectus dated March 1, 2013. Expenses also include indirect underlying fund expenses. Please see the Fund’s most recent prospectus for details.

All figures showing the effect of a sales charge (SC) reflect the maximum charge possible, because it has the most significant effect on performance data.

¹ These returns do not reflect the effects of SCs.

²  A 5.75% front-end sales charge was deducted.

³  A 1.00% contingent deferred sales charge was deducted from the one year return because it is charged when you sell Class C shares within the first year after purchase.

⁴  Not subject to any SCs.

⁵  Since inception date of August 30, 2007.

8

Fund Performance (con’t.) Nationwide Destination 2010 Fund

Performance of a $10,000 Investment

Investment return and principal value will fluctuate, and when redeemed, shares may be worth more or less than original cost. Past performance is no guarantee of future results and does not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares. Investing in mutual funds involves market risk, including loss of principal. Performance returns assume the reinvestment of all distributions.

Comparative performance of $10,000 invested in Class R2 shares of the Nationwide Destination 2010 Fund from inception through 10/31/13 versus the Morningstar Lifetime Moderate 2010 Index and the Consumer Price Index (CPI) from 9/1/07 through 10/31/13. Unlike the Fund, the returns for these unmanaged indexes do not reflect any fees, expenses, or sales charges. Investors cannot invest directly in market indexes. A description of the benchmarks can be found on the Market Index Definitions page at the back of this book.

9

Shareholder Expense Example Nationwide Destination 2010 Fund

Nationwide Destination 2010 Fund

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, including sales charges (loads) paid on purchase payments and redemption fees; and (2) ongoing costs, including investment advisory fees, administration fees, distribution fees and other Fund expenses. The examples below are intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds. Per Securities and Exchange Commission (“SEC”) requirements, the examples assume that you had a $1,000 investment in the Class at the beginning of the reporting period (May 1, 2013) and continued to hold your shares at the end of the reporting period (October 31, 2013).

Actual Expenses

For each Class of the Fund in the table below, the first line provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid from May 1, 2013 through October 31, 2013. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line of each Class under the heading entitled “Expenses Paid During

Period” to estimate the expenses you paid on your account during this period.

Hypothetical Expenses for Comparison Purposes

The second line of each Class in the table below provides information about hypothetical account values and hypothetical expenses based on the Class’ actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Class’ actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period from May 1, 2013 through October 31, 2013. You may use this information to compare the ongoing costs of investing in the Class of the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transaction costs, such as sales charges (loads) or redemption fees. If these transaction costs were included, your costs would have been higher. Therefore, the second line for each Class in the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. The examples also assume all dividends and distributions are reinvested.

Schedule of Shareholder Expenses

Expense Analysis of a $1,000 Investment

Nationwide Destination 2010 Fund October 31, 2013			Beginning Account Value ($) 05/01/13	Ending Account Value ($) 10/31/13	Expenses Paid During Period ($) 05/01/13 - 10/31/13a	Expense Ratio During Period (%) 05/01/13 - 10/31/13a
Class A Shares	Actual	b	1,000.00	1,018.90	3.26	0.64
	Hypothetical	b,c	1,000.00	1,021.98	3.26	0.64
Class C Shares	Actual	b	1,000.00	1,016.90	5.74	1.13
	Hypothetical	b,c	1,000.00	1,019.51	5.75	1.13
Class R1 Shares	Actual	b	1,000.00	1,016.90	5.29	1.04
	Hypothetical	b,c	1,000.00	1,019.96	5.30	1.04
Class R2 Shares	Actual	b	1,000.00	1,017.40	4.53	0.89
	Hypothetical	b,c	1,000.00	1,020.72	4.53	0.89
Institutional Service Class Shares	Actual	b	1,000.00	1,022.50	0.66	0.13
	Hypothetical	b,c	1,000.00	1,024.55	0.66	0.13
Institutional Class Shares	Actual	b	1,000.00	1,021.30	0.71	0.14
	Hypothetical	b,c	1,000.00	1,024.50	0.71	0.14

a Expenses are based on the direct expenses of the Fund and do not include the effect of the underlying Funds’ expenses, which are disclosed in the Fee and Expense table and described more fully in a footnote to that table in your Fund Prospectus.

b Expenses are equal to the Fund’s annualized expense ratio multiplied by the average account value from May 1, 2013 through October 31, 2013 multiplied to reflect one-half year period. The expense ratio presented represents a six-month, annualized ratio in accordance with Securities and Exchange Commission guidelines.

c Represents the hypothetical 5% return before expenses.

10

Statement of Investments

October 31, 2013

Nationwide Destination 2010 Fund

Mutual Funds 97.1%
	Shares		Market Value
Alternative Assets 10.0%
Nationwide Alternatives Allocation Fund, Institutional Class (a)		329,909	$	3,239,706
Total Alternative Assets (cost $3,198,300)				3,239,706
Equity Funds 40.9%
Nationwide International Index Fund, Institutional Class (a)		535,730		4,526,920
Nationwide Mid Cap Market Index Fund, Institutional Class (a)		138,431		2,599,732
Nationwide S&P 500 Index Fund, Institutional Class (a)		333,259		4,858,911
Nationwide Small Cap Index Fund, Institutional Class (a)		81,778		1,288,007
Total Equity Funds (cost $10,806,099)				13,273,570
Fixed Income Funds 46.2%
Nationwide Bond Index Fund, Institutional Class (a)		1,063,920		12,043,578
Nationwide Inflation-Protected Securities Fund, Institutional Class (a)		309,482		2,921,512
Total Fixed Income Funds (cost $15,187,145)				14,965,090
Total Mutual Funds (cost $29,191,544)				31,478,366
Exchange Traded Fund 3.0%
Fixed Income Fund 3.0%
iShares Barclays 1-3 Year Credit Bond Fund		9,263		976,691
Total Exchange Traded Fund (cost $972,908)				976,691
Total Investments (cost $30,164,452) (b) — 100.1%				32,455,057
Liabilities in excess of other assets — (0.1)%				(21,061	)
NET ASSETS — 100.0%			$	32,433,996

(a) Investment in affiliate.

(b) See notes to financial statements for tax unrealized appreciation/(depreciation) of securities.

The accompanying notes are an integral part of these financial statements.

11

Statement of Assets and Liabilities

October 31, 2013

	Nationwide Destination 2010 Fund
Assets:
Investments in affiliates, at value (cost $29,191,544)	$	31,478,366
Investments in non-affiliates, at value (cost $972,908)		976,691
Total Investments		32,455,057
Cash		12,999
Receivable for investments sold		12,133
Receivable for capital shares issued		718
Total Assets		32,480,907
Liabilities:
Payable for investments purchased		18,754
Payable for capital shares redeemed		6,306
Accrued expenses and other payables:
Investment advisory fees		3,628
Distribution fees		11,113
Administrative servicing fees		6,930
Trustee fees (Note 3)		3
Professional fees		177
Total Liabilities		46,911
Net Assets	$	32,433,996
Represented by:
Capital	$	29,680,518
Accumulated undistributed net investment income		33,850
Accumulated net realized gains from non-affiliated investments		429,023
Net unrealized appreciation/(depreciation) from investments in affiliates		2,286,822
Net unrealized appreciation/(depreciation) from investments in non-affiliates		3,783
Net Assets	$	32,433,996
Net Assets:
Class A Shares	$	8,257,825
Class C Shares		1,368,581
Class R1 Shares		2,081,082
Class R2 Shares		16,555,381
Institutional Service Class Shares		22,075
Institutional Class Shares		4,149,052
Total	$	32,433,996
Shares Outstanding (unlimited number of shares authorized):
Class A Shares		910,656
Class C Shares		151,795
Class R1 Shares		230,161
Class R2 Shares		1,830,315
Institutional Service Class Shares		2,432
Institutional Class Shares		456,762
Total		3,582,121

12

Statement of Assets and Liabilities (Continued)

October 31, 2013

	Nationwide Destination 2010 Fund
Net asset value and redemption price per share (Net assets by class divided by shares outstanding by class, respectively):
Class A Shares (a)	$	9.07
Class C Shares (b)	$	9.02
Class R1 Shares	$	9.04
Class R2 Shares	$	9.05
Institutional Service Class Shares	$	9.08
Institutional Class Shares	$	9.08
Maximum offering price per share (100%/(100%-maximum sales charge) of net asset value adjusted to the nearest cent):
Class A Shares	$	9.62
Maximum Sales Charge:
Class A Shares		5.75	%

(a) For Class A Shares, the redemption price per share is reduced by 1.00% on sales of shares of original purchases of $1,000,000 or more or that were not subject to a front-end sales charge made with 18 months of the purchase date.

(b) For Class C Shares, the redemption price per share is reduced by 1.00% for shares held less than one year.

The accompanying notes are an integral part of these financial statements.

13

Statement of Operations

For the Year Ended October 31, 2013

	Nationwide Destination 2010 Fund
INVESTMENT INCOME:
Dividend income from affiliates	$	545,401
Dividend income from non-affiliates		10,909
Total Income		556,310
EXPENSES:
Investment advisory fees		44,191
Distribution fees Class A		22,726
Distribution fees Class C		12,169
Distribution fees Class R1		13,252
Distribution fees Class R2		87,256
Administrative servicing fees Class A		22,726
Administrative servicing fees Class R1		5,097
Administrative servicing fees Class R2		43,628
Professional fees (Note 3)		434
Trustee fees (Note 3)		1,154
Total Expenses		252,633
NET INVESTMENT INCOME		303,677
REALIZED/UNREALIZED GAINS (LOSSES) FROM INVESTMENTS:
Net realized gain distributions from underlying affiliated funds		242,397
Net realized gains from investment transactions with affiliates		742,761
Net realized losses from investment transactions with non-affiliates		(2,068	)
Net realized gains from affiliated and non-affiliated investments		983,090
Net change in unrealized appreciation/(depreciation) from investments in affiliates		1,504,862
Net change in unrealized appreciation/(depreciation) from investments in non-affiliates		(586	)
Net change in unrealized appreciation/(depreciation) from investments in affiliates and non-affiliates		1,504,276
Net realized/unrealized gains from affiliated and non-affiliated investments		2,487,366
CHANGE IN NET ASSETS RESULTING FROM OPERATIONS	$	2,791,043

The accompanying notes are an integral part of these financial statements.

14

Statements of Changes in Net Assets

	Nationwide Destination 2010 Fund
	Year Ended October 31, 2013			Year Ended October 31, 2012
Operations:
Net investment income	$	303,677		$	242,139
Net realized gains from affiliated and non-affiliated investments		983,090			783,042
Net change in unrealized appreciation/(depreciation) from investments in affiliates and non-affiliates		1,504,276			927,559
Change in net assets resulting from operations		2,791,043			1,952,740
Distributions to Shareholders From:
Net investment income:
Class A		(91,031	)		(77,713	)
Class C		(7,593	)		(2,685	)
Class R1		(14,251	)		(11,078	)
Class R2		(130,722	)		(125,711	)
Institutional Service Class		(83	)		(16	)
Institutional Class		(58,954	)		(47,272	)
Net realized gains:
Class A		(212,072	)		(610,422	)
Class C		(26,928	)		(14,276	)
Class R1		(50,284	)		(147,816	)
Class R2		(407,077	)		(1,423,244	)
Institutional Service Class		(29	)		(83	)
Institutional Class		(84,987	)		(242,545	)
Change in net assets from shareholder distributions		(1,084,011	)		(2,702,861	)
Change in net assets from capital transactions		(2,697,436	)		1,305,507
Change in net assets		(990,404	)		555,386
Net Assets:
Beginning of year		33,424,400			32,869,014
End of year	$	32,433,996		$	33,424,400
Accumulated undistributed net investment income at end of year	$	33,850		$	5,160
CAPITAL TRANSACTIONS:
Class A Shares
Proceeds from shares issued	$	4,908,657		$	2,509,944
Dividends reinvested		303,103			688,135
Cost of shares redeemed		(7,390,740	)		(952,730	)
Total Class A Shares		(2,178,980	)		2,245,349
Class C Shares
Proceeds from shares issued		301,893			756,216
Dividends reinvested		34,521			16,961
Cost of shares redeemed		(1,334	)		(5,996	)
Total Class C Shares		335,080			767,181
Class R1 Shares
Proceeds from shares issued		576,246			1,064,634
Dividends reinvested		64,535			158,894
Cost of shares redeemed		(641,875	)		(1,229,767	)
Total Class R1 Shares		(1,094	)		(6,239	)

15

Statements of Changes in Net Assets (Continued)

	Nationwide Destination 2010 Fund
	Year Ended October 31, 2013			Year Ended October 31, 2012
CAPITAL TRANSACTIONS: (continued)
Class R2 Shares
Proceeds from shares issued	$	3,365,517		$	4,690,415
Dividends reinvested		537,799			1,548,955
Cost of shares redeemed		(5,188,386	)		(8,117,699	)
Total Class R2 Shares		(1,285,070	)		(1,878,329	)
Institutional Service Class Shares
Proceeds from shares issued		367,762			–
Dividends reinvested		112			99
Cost of shares redeemed		(347,992	)		–
Total Institutional Service Class Shares		19,882			99
Institutional Class Shares
Proceeds from shares issued		2,317,067			1,046,509
Dividends reinvested		143,941			289,817
Cost of shares redeemed		(2,048,262	)		(1,158,880	)
Total Institutional Class Shares		412,746			177,446
Change in net assets from capital transactions	$	(2,697,436	)	$	1,305,507
SHARE TRANSACTIONS:
Class A Shares
Issued		558,922			294,071
Reinvested		35,669			85,329
Redeemed		(837,490	)		(111,925	)
Total Class A Shares		(242,899	)		267,475
Class C Shares
Issued		34,597			90,076
Reinvested		4,081			2,104
Redeemed		(155	)		(692	)
Total Class C Shares		38,523			91,488
Class R1 Shares
Issued		66,011			125,505
Reinvested		7,610			19,758
Redeemed		(73,971	)		(146,475	)
Total Class R1 Shares		(350	)		(1,212	)
Class R2 Shares
Issued		386,222			558,608
Reinvested		63,490			192,581
Redeemed		(594,127	)		(964,889	)
Total Class R2 Shares		(144,415	)		(213,700	)
Institutional Service Class Shares
Issued		42,376			–
Reinvested		13			12
Redeemed		(40,096	)		–
Total Institutional Service Class Shares		2,293			12

16

Statements of Changes in Net Assets (Continued)

	Nationwide Destination 2010 Fund
	Year Ended October 31, 2013			Year Ended October 31,  2012
SHARE TRANSACTIONS: (continued)
Institutional Class Shares
Issued		264,109			124,703
Reinvested		16,861			35,826
Redeemed		(231,141	)		(136,135	)
Total Institutional Class Shares		49,829			24,394
Total change in shares		(297,019	)		168,457

Amounts designated as “–” are zero or have been rounded to zero.

The accompanying notes are an integral part of these financial statements.

17

Financial Highlights

Selected data for each share of capital outstanding throughout the periods indicated

Nationwide Destination 2010 Fund

			Operations						Distributions													Ratios/Supplemental Data
	Net Asset Value, Beginning of Period		Net Investment Income		Net Realized and Unrealized Gains from Investments		Total from Operations		Net Investment Income			Net Realized Gains			Total Distributions			Net Asset Value, End of Period		Total Return (a)		Net Assets at End of Period		Ratio of Expenses to Average Net Assets		Ratio of Net Investment Income to Average Net Assets		Ratio of Expenses (Prior to Reimbursements) to Average Net Assets		Portfolio Turnover (b)
Class A Shares
Year Ended October 31, 2013 (c)	$	8.63		0.09		0.65		0.74		(0.09	)		(0.21	)		(0.30	)	$	9.07		8.73%	$	8,257,825		0.63%		1.07%		0.63%		50.61%
Year Ended October 31, 2012 (c)	$	8.87		0.07		0.42		0.49		(0.08	)		(0.65	)		(0.73	)	$	8.63		6.17%	$	9,953,015		0.66%		0.84%		0.66%		81.09%
Year Ended October 31, 2011 (c)	$	9.12		0.17		0.01		0.18		(0.17	)		(0.26	)		(0.43	)	$	8.87		2.08%	$	7,858,531		0.83%		1.92%		0.83%		81.36%
Year Ended October 31, 2010 (c)	$	8.30		0.13		0.84		0.97		(0.15	)		–			(0.15	)	$	9.12		11.72%	$	8,099,252		0.84%		1.48%		0.84%		34.56%
Year Ended October 31, 2009 (c)	$	7.59		0.16		0.77		0.93		(0.18	)		(0.04	)		(0.22	)	$	8.30		12.58%	$	3,447,411		0.83%		2.10%		0.83%		35.33%
Class C Shares
Year Ended October 31, 2013 (c)	$	8.59		0.04		0.66		0.70		(0.06	)		(0.21	)		(0.27	)	$	9.02		8.27%	$	1,368,581		1.13%		0.47%		1.13%		50.61%
Year Ended October 31, 2012 (c)	$	8.84		0.02		0.43		0.45		(0.05	)		(0.65	)		(0.70	)	$	8.59		5.67%	$	973,276		1.14%		0.27%		1.14%		81.09%
Year Ended October 31, 2011 (c)	$	9.09		0.13		0.01		0.14		(0.13	)		(0.26	)		(0.39	)	$	8.84		1.46%	$	192,640		1.33%		1.38%		1.33%		81.36%
Year Ended October 31, 2010 (c)	$	8.28		0.10		0.82		0.92		(0.11	)		–			(0.11	)	$	9.09		11.24%	$	189,659		1.34%		1.14%		1.34%		34.56%
Year Ended October 31, 2009 (c)	$	7.58		0.13		0.75		0.88		(0.14	)		(0.04	)		(0.18	)	$	8.28		11.87%	$	77,251		1.32%		1.62%		1.32%		35.33%
Class R1 Shares
Year Ended October 31, 2013 (c)	$	8.61		0.05		0.65		0.70		(0.06	)		(0.21	)		(0.27	)	$	9.04		8.25%	$	2,081,082		1.03%		0.63%		1.03%		50.61%
Year Ended October 31, 2012 (c)	$	8.85		0.04		0.42		0.46		(0.05	)		(0.65	)		(0.70	)	$	8.61		5.79%	$	1,984,467		1.07%		0.43%		1.07%		81.09%
Year Ended October 31, 2011 (c)	$	9.11		0.13		0.01		0.14		(0.14	)		(0.26	)		(0.40	)	$	8.85		1.61%	$	2,051,724		1.23%		1.40%		1.23%		81.36%
Year Ended October 31, 2010 (c)	$	8.28		0.13		0.81		0.94		(0.11	)		–			(0.11	)	$	9.11		11.34%	$	1,453,959		1.24%		1.53%		1.24%		34.56%
Year Ended October 31, 2009 (c)	$	7.58		0.14		0.75		0.89		(0.15	)		(0.04	)		(0.19	)	$	8.28		12.10%	$	2,562,514		1.23%		1.83%		1.23%		35.33%
Class R2 Shares
Year Ended October 31, 2013 (c)	$	8.61		0.06		0.66		0.72		(0.07	)		(0.21	)		(0.28	)	$	9.05		8.47%	$	16,555,381		0.88%		0.73%		0.88%		50.61%
Year Ended October 31, 2012 (c)	$	8.85		0.05		0.42		0.47		(0.06	)		(0.65	)		(0.71	)	$	8.61		5.93%	$	16,995,542		0.92%		0.60%		0.92%		81.09%
Year Ended October 31, 2011 (c)	$	9.10		0.14		0.02		0.16		(0.15	)		(0.26	)		(0.41	)	$	8.85		1.73%	$	19,367,799		1.08%		1.59%		1.08%		81.36%
Year Ended October 31, 2010 (c)	$	8.28		0.13		0.82		0.95		(0.13	)		–			(0.13	)	$	9.10		11.59%	$	17,033,905		1.09%		1.48%		1.09%		34.56%
Year Ended October 31, 2009 (c)	$	7.57		0.15		0.75		0.90		(0.15	)		(0.04	)		(0.19	)	$	8.28		12.14%	$	12,117,057		1.08%		1.97%		1.08%		35.33%
Institutional Service Class Shares
Year Ended October 31, 2013 (c)	$	8.63		0.06		0.73		0.79		(0.13	)		(0.21	)		(0.34	)	$	9.08		9.40%	$	22,075		0.13%		0.65%		0.13%		50.61%
Year Ended October 31, 2012 (c)	$	8.86		0.11		0.43		0.54		(0.12	)		(0.65	)		(0.77	)	$	8.63		6.80%	$	1,199		0.16%		1.33%		0.16%		81.09%
Year Ended October 31, 2011 (c)	$	9.11		0.22		0.01		0.23		(0.22	)		(0.26	)		(0.48	)	$	8.86		2.48%	$	1,125		0.32%		2.38%		0.32%		81.36%
Year Ended October 31, 2010 (c)	$	8.30		0.19		0.82		1.01		(0.20	)		–			(0.20	)	$	9.11		12.41%	$	1,102		0.36%		2.24%		0.36%		34.56%
Year Ended October 31, 2009 (c)	$	7.58		0.20		0.77		0.97		(0.21	)		(0.04	)		(0.25	)	$	8.30		12.92%	$	888		0.46%		2.67%		0.46%		35.33%
Institutional Class Shares
Year Ended October 31, 2013 (c)	$	8.64		0.12		0.66		0.78		(0.13	)		(0.21	)		(0.34	)	$	9.08		9.26%	$	4,149,052		0.13%		1.42%		0.13%		50.61%
Year Ended October 31, 2012 (c)	$	8.88		0.11		0.42		0.53		(0.12	)		(0.65	)		(0.77	)	$	8.64		6.67%	$	3,516,901		0.17%		1.33%		0.17%		81.09%
Year Ended October 31, 2011 (c)	$	9.13		0.21		0.02		0.23		(0.22	)		(0.26	)		(0.48	)	$	8.88		2.48%	$	3,397,195		0.33%		2.33%		0.33%		81.36%
Year Ended October 31, 2010 (c)	$	8.31		0.21		0.81		1.02		(0.20	)		–			(0.20	)	$	9.13		12.38%	$	3,399,678		0.34%		2.38%		0.34%		34.56%
Year Ended October 31, 2009 (c)	$	7.59		0.20		0.77		0.97		(0.21	)		(0.04	)		(0.25	)	$	8.31		13.04%	$	3,843,872		0.33%		2.65%		0.33%		35.33%

Amounts designated as “–” are zero or have been rounded to zero.

(a) Excludes sales charge.

(b) Portfolio turnover is calculated on the basis of the Fund as a whole without distinguishing among the classes of shares.

(c) Per share calculations were performed using average shares method.

The accompanying notes are an integral part of these financial statements.

18

Fund Commentary Nationwide Destination 2015 Fund

For the annual period ended October 31, 2013, the Nationwide Destination 2015 Fund (Class R2) returned 10.69% versus 10.42% for its benchmark, the Morningstar® (Mstar) Lifetime Moderate 2015 Index. For broader comparison, the median return for the Fund’s closest Lipper peer category of Mixed-Asset Target 2015 Funds (consisting of 146 funds as of October 31, 2013) was 10.92% for the same time period.

The Fund’s return for the 12-month period covered in this report was primarily driven by strong positive returns across the equity markets in the U.S. and foreign developed countries. In general, U.S. equity markets led the way as large-, mid- and small-capitalization stocks posted double-digit gains. Specifically, the S&P 500® Index (representing large-cap stocks) rose more than 27%, S&P MidCap 400® Index (mid-cap stocks) increased more than 33% and Russell 2000® Index (small-cap stocks) gained more than 36%. During the period, the U.S. Federal Reserve (Fed) reaffirmed its intent to support the economy by maintaining its pace of asset purchases, helping to underpin the gains delivered in the U.S. equity markets.

The equity markets within foreign developed countries (as distinguished from emerging market countries) generally posted double-digit returns as well. The MSCI EAFE® Index (representing developed international markets) posted a gain of nearly 27% during the period. This return was helped by receding concerns regarding political and economic uncertainty in various parts of the eurozone, the Fed’s decision not to taper (gradually reduce) its pace of asset purchases and the dissipation of tensions in Syria.

With regard to intermediate-term, investment-grade U.S. fixed-income bonds, the Barclays U.S. Aggregate Bond Index (representing such U.S. bonds) posted a negative return of -1.08% during the period. Interest rates on the bellwether 10-year U.S. Treasury note increased nearly 100 basis points during the period, beginning November 2012 at 1.62%, increasing to 3.00% by early September 2013 and easing back at the end of the period to 2.56% after the Fed’s announcement to postpone the tapering of its asset purchases. The rise in interest rates

coincided with an increase in intermediate- and long-term bond prices and a decrease in bond returns for the period as a whole. Short-term interest rates remained range-bound near zero, effectively keeping returns for investments in short-term bond investments in the very low single digits, and returns for money market investments barely above zero.

As for the seven asset classes represented within the large Fund allocation to the underlying Nationwide Alternatives Allocation Fund (Alternatives Fund) — global real estate stocks, commodities, emerging market stocks, emerging market bonds, international (developed market) bonds, U.S. high-yield bonds and U.S. Treasury Inflation-Protected Securities (TIPS) — returns were mixed during the period. Overall, the Alternatives Fund return was slightly positive with 1.28% for Institutional Class shares) and made a modest positive contribution to the Fund’s return. Within the Alternatives Fund, double-digit returns were posted by the U.S. high-yield bonds and global real estate stocks sleeves with smaller positive returns generated by emerging market stocks and international (developed market) bonds. The Alternatives Fund sleeves representing commodities, TIPS and emerging market bonds, however, posted negative returns. The former sleeve was adversely affected by, among other things, slackening demand for precious metals and an oversupply of corn. The latter two sleeves were adversely affected by the gradual rise in longer-term bond prices (as noted above). In the case of TIPS, inflation remained relatively low in the U.S., causing “real” yields (current yield minus current inflation level) to be negative and a disincentive to investment. In the case of emerging market bonds, the slowing of inflows of foreign capital to many of these markets and the strengthening of the U.S. dollar against certain currencies further combined to reduce returns.

The returns from the Fund’s investments in the Nationwide S&P 500 Index Fund and Nationwide International Index Fund, combined with their relatively significant allocations within the Fund, made them the largest contributors to the Fund’s return during the period, as shown in the chart below.

19

Fund Commentary (con’t.) Nationwide Destination 2015 Fund

The negative returns from the Fund’s investments in the Nationwide Bond Index Fund and Nationwide Inflation-Protected Securities Fund made them the only detractors from the Fund’s return during the period, as shown in the chart below.

Portfolio Manager:

Thomas R. Hickey Jr., Nationwide Fund Advisors

The Fund is designed to provide diversification across a variety of asset classes, primarily by investing in underlying funds. Therefore, in addition to the expenses of the Fund, each investor is indirectly paying a proportionate share of the applicable fees and expenses of its underlying funds.

Investments in the Fund are subject to the risks of its underlying funds. The year in the Fund’s name refers to the approximate year (target date) that an investor plans to retire or begin withdrawing money from the Fund. The Fund will gradually shift its investment allocations from more aggressive investments to more conservative investments based on its target date. An investment in the Fund is not guaranteed at any time, including on or after its target date. Please refer to the summary prospectus for a more detailed explanation of the Fund’s principal risks.

Asset allocation is the process of spreading assets across several different investment styles and asset classes. The purpose is to potentially reduce long-term risk and capture potential profits across various asset classes.

There is no assurance that the investment objective of any fund (or that of any underlying fund) will be achieved or that a diversified portfolio will produce better results than a nondiversified portfolio. Diversification does not guarantee returns or insulate an investor from potential losses, including the possible loss of principal.

A description of the benchmarks can be found on the Market Index Definitions page at the back of this book.

Note: Effective September 9, 2013, important changes were made to the Fund’s allocations, most notably a reduction in the allocations to the underlying Nationwide Alternatives Fund and the Nationwide Inflation-Protected Securities Fund, and an increase in the allocations to the Nationwide Bond Index Fund and Nationwide International Index Fund. These changes were intended to reduce some of the Fund’s volatility that has resulted in a higher risk level relative to the Fund’s returns than we deemed appropriate for investors in this conservatively positioned Fund. Please see the Fund’s prospectus for more details.

Nationwide Destination 2015 Fund

Actual Underlying Fund Allocations

(as of October 31, 2013)

Nationwide Bond Index Fund	31%
Nationwide S&P 500 Index Fund	18%
Nationwide International Index Fund	17%
Nationwide Alternatives Allocation Fund	12%
Nationwide Mid Cap Market Index Fund	9%
Nationwide Inflation-Protected Securities Fund	5%
Nationwide Small Cap Index Fund	5%
iShares Barclays 1-3 Year Credit Bond ETF	3%
	100%

Actual underlying fund allocations are stated as a percentage of the Fund’s total net assets. Allocations may change over time in order for the Fund to meet its objective or due to market and/or economic conditions. Because the Fund’s allocation may not match a particular investor’s retirement goal and an investor may have different retirement needs than anticipated, there is no guarantee that an investor will have the desired level of retirement assets available. Also, an investor may have different retirement needs than the allocation model anticipates.

20

Fund Commentary (con’t.) Nationwide Destination 2015 Fund

Contributions of Underlying Funds to Fund Performance

(For the year ended October 31, 2013)

Nationwide Destination 2015 Fund

The contribution of underlying funds to Fund performance is based on target underlying fund allocations through the reporting period. Returns reflect the impact of each underlying fund’s fees and expenses, but do not reflect the Nationwide Destination 2015 Fund’s fees and expenses. Day-to-day market activity will likely cause the Fund’s target allocations to fluctuate. Under ordinary circumstances, Nationwide Fund Advisors periodically will rebalance the assets of the Fund in order to conform its actual allocations to those stated in the then-current prospectus. The asset class target allocations are subject to change at any time and without notice. For more information, refer to the Fund’s prospectus.

21

Fund Overview Nationwide Destination 2015 Fund

Objective

The Fund seeks capital appreciation and income consistent with its current asset allocation.

Highlights

Ÿ The Fund’s investments in U.S. and foreign developed market stocks account for nearly 45% of its allocations and contributed more than 95% to the returns of the Fund during the period.

Ÿ Two of the Fund’s investments in U.S. bonds detracted from returns during the period.

Ÿ The Fund recently reduced its exposure to the underlying Nationwide Alternatives Allocation Fund, thus reducing the Fund’s exposure to alternative asset classes.

Asset Allocation†

Equity Funds	49.0%
Fixed Income Funds	39.1%
Alternative Assets	12.0%
Liabilities in excess of other assets	(0.1)%
	100.0%

Top Holdings††

Nationwide Bond Index Fund, Institutional Class	31.1%
Nationwide S&P 500 Index Fund, Institutional Class	18.0%
Nationwide International Index Fund, Institutional Class	16.9%
Nationwide Alternatives Allocation Fund, Institutional Class	12.0%
Nationwide Mid Cap Market Index Fund, Institutional Class	9.0%
Nationwide Inflation-Protected Securities Fund, Institutional Class	5.0%
Nationwide Small Cap Index Fund, Institutional Class	5.0%
iShares Barclays 1-3 Year Credit Bond Fund	3.0%
	100.0%

† Percentages indicated are based upon net assets as of October 31, 2013.

†† Percentages indicated are based upon total investments as of October 31, 2013.

22

Fund Performance Nationwide Destination 2015 Fund

Average Annual Total Return

(For periods ended October 31, 2013)		1 Yr.			5 Yr.		Inception5
Class A	w/o SC1		10.94%			9.42%		3.14%
	w/SC2		4.56%			8.12%		2.15%
Class C	w/o SC1		10.50%			8.88%		2.62%
	w/SC		9.50%	3		8.88%		2.62%
Class R14			10.46%			8.97%		2.70%
Class R24			10.69%			9.15%		2.87%
Institutional Service Class4			11.30%			9.71%		3.37%
Institutional Class4			11.56%			9.98%		3.64%

Expense Ratios

	Expense Ratio*
Class A	0.95%
Class C	1.45%
Class R1	1.35%
Class R2	1.20%
Institutional Services Class	0.70%
Institutional Class	0.45%

*Current effective prospectus dated March 1, 2013. Expenses also include indirect underlying fund expenses. Please see the Fund’s most recent prospectus for details.

All figures showing the effect of a sales charge (SC) reflect the maximum charge possible, because it has the most significant effect on performance data.

¹  These returns do not reflect the effects of SCs.

²  A 5.75% front-end sales charge was deducted.

³  A 1.00% contingent deferred sales charge was deducted from the one year return because it is charged when you sell Class C shares within the first year after purchase.

⁴  Not subject to any SCs.

⁵  Since inception date of August 30, 2007.

23

Fund Performance (con’t.) Nationwide Destination 2015 Fund

Performance of a $10,000 Investment

Investment return and principal value will fluctuate, and when redeemed, shares may be worth more or less than original cost. Past performance is no guarantee of future results and does not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares. Investing in mutual funds involves market risk, including loss of principal. Performance returns assume the reinvestment of all distributions.

Comparative performance of $10,000 invested in Class R2 shares of the Nationwide Destination 2015 Fund from inception through 10/31/13 versus the Morningstar Lifetime Moderate 2015 Index and the Consumer Price Index (CPI) from 9/1/07 through 10/31/13. Unlike the Fund, the returns for these unmanaged indexes do not reflect any fees, expenses, or sales charges. Investors cannot invest directly in market indexes. A description of the benchmarks can be found on the Market Index Definitions page at the back of this book.

24

Shareholder Expense Example Nationwide Destination 2015 Fund

Nationwide Destination 2015 Fund

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, including sales charges (loads) paid on purchase payments and redemption fees; and (2) ongoing costs, including investment advisory fees, administration fees, distribution fees and other Fund expenses. The examples below are intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds. Per Securities and Exchange Commission (“SEC”) requirements, the examples assume that you had a $1,000 investment in the Class at the beginning of the reporting period (May 1, 2013) and continued to hold your shares at the end of the reporting period (October 31, 2013).

Actual Expenses

For each Class of the Fund in the table below, the first line provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid from May 1, 2013 through October 31, 2013. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line of each Class under the heading entitled “Expenses Paid During

Period” to estimate the expenses you paid on your account during this period.

Hypothetical Expenses for Comparison Purposes

The second line of each Class in the table below provides information about hypothetical account values and hypothetical expenses based on the Class’ actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Class’ actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period from May 1, 2013 through October 31, 2013. You may use this information to compare the ongoing costs of investing in the Class of the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transaction costs, such as sales charges (loads) or redemption fees. If these transaction costs were included, your costs would have been higher. Therefore, the second line for each Class in the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. The examples also assume all dividends and distributions are reinvested.

Schedule of Shareholder Expenses

Expense Analysis of a $1,000 Investment

Nationwide Destination 2015 Fund October 31, 2013			Beginning Account Value  ($) 05/01/13	Ending Account Value ($) 10/31/13	Expenses Paid During Period ($) 05/01/13 - 10/31/13a	Expense Ratio During Period (%) 05/01/13 -  10/31/13a
Class A Shares	Actual	b	1,000.00	1,027.80	3.22	0.63
	Hypothetical	b,c	1,000.00	1,022.03	3.21	0.63
Class C Shares	Actual	b	1,000.00	1,025.60	5.77	1.13
	Hypothetical	b,c	1,000.00	1,019.51	5.75	1.13
Class R1 Shares	Actual	b	1,000.00	1,026.10	5.26	1.03
	Hypothetical	b,c	1,000.00	1,020.01	5.24	1.03
Class R2 Shares	Actual	b	1,000.00	1,026.50	4.49	0.88
	Hypothetical	b,c	1,000.00	1,020.77	4.48	0.88
Institutional Service Class Shares	Actual	b	1,000.00	1,030.10	1.94	0.38
	Hypothetical	b,c	1,000.00	1,023.29	1.94	0.38
Institutional Class Shares	Actual	b	1,000.00	1,031.40	0.67	0.13
	Hypothetical	b,c	1,000.00	1,024.55	0.66	0.13

a Expenses are based on the direct expenses of the Fund and do not include the effect of the underlying Funds’ expenses, which are disclosed in the Fee and Expense table and described more fully in a footnote to that table in your Fund Prospectus.

b Expenses are equal to the Fund’s annualized expense ratio multiplied by the average account value from May 1, 2013 through October 31, 2013 multiplied to reflect one-half year period. The expense ratio presented represents a six-month, annualized ratio in accordance with Securities and Exchange Commission guidelines.

c Represents the hypothetical 5% return before expenses.

25

Statement of Investments

October 31, 2013

Nationwide Destination 2015 Fund

Mutual Funds 97.1%
	Shares		Market Value
Alternative Assets 12.0%
Nationwide Alternatives Allocation Fund, Institutional Class (a)		1,932,050	$	18,972,731
Total Alternative Assets (cost $18,751,008)				18,972,731
Equity Funds 49.0%
Nationwide International Index Fund, Institutional Class (a)		3,168,925		26,777,420
Nationwide Mid Cap Market Index Fund, Institutional Class (a)		761,193		14,295,204
Nationwide S&P 500 Index Fund, Institutional Class (a)		1,954,763		28,500,448
Nationwide Small Cap Index Fund, Institutional Class (a)		498,523		7,851,734
Total Equity Funds (cost $59,530,875)				77,424,806
Fixed Income Funds 36.1%
Nationwide Bond Index Fund, Institutional Class (a)		4,345,124		49,186,807
Nationwide Inflation-Protected Securities Fund, Institutional Class (a)		836,652		7,897,994
Total Fixed Income Funds (cost $57,947,122)				57,084,801
Total Mutual Funds (cost $136,229,005)				153,482,338
Exchange Traded Fund 3.0%
Fixed Income Fund 3.0%
iShares Barclays 1-3 Year Credit Bond Fund		44,956		4,740,161
Total Exchange Traded Fund (cost $4,714,139)				4,740,161
Total Investments (cost $140,943,144) (b) — 100.1%				158,222,499
Liabilities in excess of other assets — (0.1)%				(82,488	)
NET ASSETS — 100.0%			$	158,140,011

(a) Investment in affiliate.

(b) See notes to financial statements for tax unrealized appreciation/(depreciation) of securities.

The accompanying notes are an integral part of these financial statements.

26

Statement of Assets and Liabilities

October 31, 2013

	Nationwide Destination 2015 Fund
Assets:
Investments in affiliates, at value (cost $136,229,005)	$	153,482,338
Investments in non-affiliates, at value (cost $4,714,139)		4,740,161
Total Investments		158,222,499
Cash		29,603
Receivable for investments sold		150,489
Receivable for capital shares issued		20,282
Total Assets		158,422,873
Liabilities:
Payable for investments purchased		28,147
Payable for capital shares redeemed		170,349
Accrued expenses and other payables:
Investment advisory fees		17,375
Distribution fees		34,323
Administrative servicing fees		32,281
Trustee fees (Note 3)		10
Professional fees (Note 3)		377
Total Liabilities		282,862
Net Assets	$	158,140,011
Represented by:
Capital	$	138,993,790
Accumulated undistributed net investment income		132,851
Accumulated net realized gains from affiliated and non-affiliated investments		1,734,015
Net unrealized appreciation/(depreciation) from investments in affiliates		17,253,333
Net unrealized appreciation/(depreciation) from investments in non-affiliates		26,022
Net Assets	$	158,140,011
Net Assets:
Class A Shares	$	31,057,182
Class C Shares		862,284
Class R1 Shares		7,098,939
Class R2 Shares		53,823,466
Institutional Service Class Shares		47,151,464
Institutional Class Shares		18,146,676
Total	$	158,140,011
Shares Outstanding (unlimited number of shares authorized):
Class A Shares		3,227,345
Class C Shares		89,820
Class R1 Shares		740,705
Class R2 Shares		5,605,446
Institutional Service Class Shares		4,888,137
Institutional Class Shares		1,877,565
Total		16,429,018

27

Statement of Assets and Liabilities (Continued)

October 31, 2013

	Nationwide Destination 2015 Fund
Net asset value and redemption price per share (Net assets by class divided by shares outstanding by class, respectively):
Class A Shares (a)	$	9.62
Class C Shares (b)	$	9.60
Class R1 Shares	$	9.58
Class R2 Shares	$	9.60
Institutional Service Class Shares	$	9.65
Institutional Class Shares	$	9.67
Maximum offering price per share (100%/(100%-maximum sales charge) of net asset value adjusted to the nearest cent):
Class A Shares	$	10.21
Maximum Sales Charge:
Class A Shares		5.75	%

(a) For Class A Shares, the redemption price per share is reduced by 1.00% on sales of shares of original purchases of $1,000,000 or more or that were not subject to a front-end sales charge made within 18 months of the purchase date.

(b) For Class C Shares, the redemption price per share is reduced by 1.00% for shares held less than one year.

The accompanying notes are an integral part of these financial statements.

28

Statement of Operations

For the Year Ended October 31, 2013

	Nationwide Destination 2015 Fund
INVESTMENT INCOME:
Dividend income from affiliates	$	2,578,099
Dividend income from non-affiliates		37,319
Total Income		2,615,418
EXPENSES:
Investment advisory fees		201,177
Distribution fees Class A		77,729
Distribution fees Class C		8,172
Distribution fees Class R1		42,397
Distribution fees Class R2		275,845
Administrative servicing fees Class A		77,730
Administrative servicing fees Class R1		16,306
Administrative servicing fees Class R2		137,862
Administrative servicing fees Institutional Service Class		116,516
Professional fees (Note 3)		1,604
Trustee fees (Note 3)		5,160
Total Expenses		960,498
NET INVESTMENT INCOME		1,654,920
REALIZED/UNREALIZED GAINS (LOSSES) FROM INVESTMENTS:
Net realized gain distributions from underlying affiliated funds		1,154,057
Net realized gains from investment transactions with affiliates		2,377,086
Net realized losses from investment transactions with non-affiliates		(6,235	)
Net realized gains from affiliated and non-affiliated investments		3,524,908
Net change in unrealized appreciation/(depreciation) from investments in affiliates		10,891,558
Net change in unrealized appreciation/(depreciation) from investments in non-affiliates		5,983
Net change in unrealized appreciation/(depreciation) from investments in affiliates and non-affiliates		10,897,541
Net realized/unrealized gains from affiliated and non-affiliated investments		14,422,449
CHANGE IN NET ASSETS RESULTING FROM OPERATIONS	$	16,077,369

The accompanying notes are an integral part of these financial statements.

29

Statements of Changes in Net Assets

	Nationwide Destination 2015 Fund
	Year Ended October 31, 2013			Year Ended October 31, 2012
Operations:
Net investment income	$	1,654,920		$	1,280,573
Net realized gains from affiliated and non-affiliated investments		3,524,908			4,978,471
Net change in unrealized appreciation/(depreciation) from investments in affiliates and non-affiliates		10,897,541			3,601,371
Change in net assets resulting from operations		16,077,369			9,860,415
Distributions to Shareholders From:
Net investment income:
Class A		(334,550	)		(274,026	)
Class C		(5,374	)		(4,365	)
Class R1		(45,514	)		(42,048	)
Class R2		(453,521	)		(376,732	)
Institutional Service Class		(610,092	)		(509,723	)
Institutional Class		(214,165	)		(156,842	)
Net realized gains:
Class A		(862,106	)		(2,130,372	)
Class C		(22,334	)		(58,826	)
Class R1		(175,132	)		(478,636	)
Class R2		(1,515,550	)		(3,634,136	)
Institutional Service Class		(1,265,827	)		(3,152,985	)
Institutional Class		(349,182	)		(768,009	)
Change in net assets from shareholder distributions		(5,853,347	)		(11,586,700	)
Change in net assets from capital transactions		589,455			15,983,658
Change in net assets		10,813,477			14,257,373
Net Assets:
Beginning of year		147,326,534			133,069,161
End of year	$	158,140,011		$	147,326,534
Accumulated undistributed net investment income at end of year	$	132,851		$	18,793
CAPITAL TRANSACTIONS:
Class A Shares
Proceeds from shares issued	$	24,811,366		$	4,961,187
Dividends reinvested		1,195,814			2,401,193
Cost of shares redeemed		(27,615,077	)		(3,827,499	)
Total Class A Shares		(1,607,897	)		3,534,881
Class C Shares
Proceeds from shares issued		101,529			47,038
Dividends reinvested		27,567			63,191
Cost of shares redeemed		(97,056	)		(70,725	)
Total Class C Shares		32,040			39,504
Class R1 Shares
Proceeds from shares issued		1,952,372			1,558,317
Dividends reinvested		220,646			520,684
Cost of shares redeemed		(1,895,044	)		(1,832,708	)
Total Class R1 Shares		277,974			246,293

30

Statements of Changes in Net Assets (Continued)

	Nationwide Destination 2015 Fund
	Year Ended October 31, 2013			Year Ended October 31, 2012
CAPITAL TRANSACTIONS: (continued)
Class R2 Shares
Proceeds from shares issued	$	7,650,095		$	10,031,352
Dividends reinvested		1,969,071			4,010,868
Cost of shares redeemed		(12,243,367	)		(7,735,746	)
Total Class R2 Shares		(2,624,201	)		6,306,474
Institutional Service Class Shares
Proceeds from shares issued		13,046,495			10,122,529
Dividends reinvested		1,875,919			3,662,708
Cost of shares redeemed		(15,276,586	)		(10,453,301	)
Total Institutional Service Class Shares		(354,172	)		3,331,936
Institutional Class Shares
Proceeds from shares issued		7,903,301			4,765,977
Dividends reinvested		563,347			924,851
Cost of shares redeemed		(3,600,937	)		(3,166,258	)
Total Institutional Class Shares		4,865,711			2,524,570
Change in net assets from capital transactions	$	589,455		$	15,983,658
SHARE TRANSACTIONS:
Class A Shares
Issued		2,656,898			563,315
Reinvested		134,662			287,620
Redeemed		(2,961,985	)		(434,481	)
Total Class A Shares		(170,425	)		416,454
Class C Shares
Issued		10,990			5,271
Reinvested		3,115			7,584
Redeemed		(10,601	)		(8,162	)
Total Class C Shares		3,504			4,693
Class R1 Shares
Issued		213,491			177,510
Reinvested		24,987			62,610
Redeemed		(207,800	)		(206,867	)
Total Class R1 Shares		30,678			33,253
Class R2 Shares
Issued		838,610			1,148,037
Reinvested		222,581			481,438
Redeemed		(1,322,011	)		(882,161	)
Total Class R2 Shares		(260,820	)		747,314
Institutional Service Class Shares
Issued		1,406,447			1,147,454
Reinvested		210,455			437,203
Redeemed		(1,648,396	)		(1,185,520	)
Total Institutional Service Class Shares		(31,494	)		399,137

31

Statements of Changes in Net Assets (Continued)

	Nationwide Destination 2015 Fund
	Year Ended October 31, 2013			Year Ended October 31, 2012
SHARE TRANSACTIONS: (continued)
Institutional Class Shares
Issued		844,712			540,623
Reinvested		62,995			110,086
Redeemed		(385,151	)		(359,753	)
Total Institutional Class Shares		522,556			290,956
Total change in shares		93,999			1,891,807

The accompanying notes are an integral part of these financial statements.

32

Financial Highlights

Selected data for each share of capital outstanding throughout the periods indicated

Nationwide Destination 2015 Fund

			Operations						Distributions													Ratios/Supplemental Data
	Net Asset Value, Beginning of Period		Net Investment Income		Net Realized and Unrealized Gains from Investments		Total from Operations		Net Investment Income			Net Realized Gains			Total Distributions			Net Asset Value, End of Period		Total Return (a)		Net Assets at End of Period		Ratio of Expenses to Average Net Assets		Ratio of Net Investment Income to Average Net Assets		Ratio of Expenses (Prior to Reimbursements) to Average Net Assets		Portfolio Turnover (b)
Class A Shares
Year Ended October 31, 2013 (c)	$	9.02		0.10		0.86		0.96		(0.10	)		(0.26	)		(0.36	)	$	9.62		10.94%	$	31,057,182		0.63%		1.07%		0.63%		34.75%
Year Ended October 31, 2012 (c)	$	9.21		0.08		0.52		0.60		(0.09	)		(0.70	)		(0.79	)	$	9.02		7.24%	$	30,640,624		0.67%		0.90%		0.67%		61.80%
Year Ended October 31, 2011 (c)	$	9.23		0.18		0.04		0.22		(0.18	)		(0.06	)		(0.24	)	$	9.21		2.37%	$	27,459,333		0.83%		1.87%		0.83%		54.48%
Year Ended October 31, 2010 (c)	$	8.36		0.15		0.90		1.05		(0.15	)		(0.03	)		(0.18	)	$	9.23		12.74%	$	25,042,293		0.84%		1.67%		0.84%		9.78%
Year Ended October 31, 2009 (c)	$	7.51		0.16		0.89		1.05		(0.18	)		(0.02	)		(0.20	)	$	8.36		14.22%	$	16,905,110		0.83%		2.03%		0.83%		27.93%
Class C Shares
Year Ended October 31, 2013 (c)	$	9.00		0.05		0.87		0.92		(0.06	)		(0.26	)		(0.32	)	$	9.60		10.50%	$	862,284		1.13%		0.56%		1.13%		34.75%
Year Ended October 31, 2012 (c)	$	9.21		0.04		0.50		0.54		(0.05	)		(0.70	)		(0.75	)	$	9.00		6.60%	$	777,266		1.17%		0.41%		1.17%		61.80%
Year Ended October 31, 2011 (c)	$	9.23		0.13		0.04		0.17		(0.13	)		(0.06	)		(0.19	)	$	9.21		1.88%	$	751,548		1.33%		1.36%		1.33%		54.48%
Year Ended October 31, 2010 (c)	$	8.37		0.11		0.89		1.00		(0.11	)		(0.03	)		(0.14	)	$	9.23		12.22%	$	613,461		1.34%		1.21%		1.34%		9.78%
Year Ended October 31, 2009 (c)	$	7.51		0.10		0.92		1.02		(0.14	)		(0.02	)		(0.16	)	$	8.37		13.61%	$	362,935		1.32%		1.32%		1.32%		27.93%
Class R1 Shares
Year Ended October 31, 2013 (c)	$	8.99		0.06		0.86		0.92		(0.07	)		(0.26	)		(0.33	)	$	9.58		10.46%	$	7,098,939		1.03%		0.65%		1.03%		34.75%
Year Ended October 31, 2012 (c)	$	9.19		0.05		0.51		0.56		(0.06	)		(0.70	)		(0.76	)	$	8.99		6.80%	$	6,380,507		1.07%		0.52%		1.07%		61.80%
Year Ended October 31, 2011 (c)	$	9.21		0.13		0.05		0.18		(0.14	)		(0.06	)		(0.20	)	$	9.19		1.98%	$	6,218,212		1.23%		1.40%		1.23%		54.48%
Year Ended October 31, 2010 (c)	$	8.35		0.12		0.89		1.01		(0.12	)		(0.03	)		(0.15	)	$	9.21		12.32%	$	5,180,838		1.23%		1.38%		1.23%		9.78%
Year Ended October 31, 2009 (c)	$	7.49		0.13		0.89		1.02		(0.14	)		(0.02	)		(0.16	)	$	8.35		13.70%	$	3,876,432		1.23%		1.70%		1.23%		27.93%
Class R2 Shares
Year Ended October 31, 2013 (c)	$	9.00		0.07		0.87		0.94		(0.08	)		(0.26	)		(0.34	)	$	9.60		10.69%	$	53,823,466		0.88%		0.81%		0.88%		34.75%
Year Ended October 31, 2012 (c)	$	9.20		0.06		0.51		0.57		(0.07	)		(0.70	)		(0.77	)	$	9.00		6.93%	$	52,790,820		0.92%		0.66%		0.92%		61.80%
Year Ended October 31, 2011 (c)	$	9.22		0.15		0.04		0.19		(0.15	)		(0.06	)		(0.21	)	$	9.20		2.12%	$	47,081,936		1.08%		1.64%		1.08%		54.48%
Year Ended October 31, 2010 (c)	$	8.35		0.13		0.90		1.03		(0.13	)		(0.03	)		(0.16	)	$	9.22		12.49%	$	44,133,969		1.09%		1.46%		1.09%		9.78%
Year Ended October 31, 2009 (c)	$	7.49		0.14		0.89		1.03		(0.15	)		(0.02	)		(0.17	)	$	8.35		13.94%	$	26,961,654		1.08%		1.87%		1.08%		27.93%
Institutional Service Class Shares
Year Ended October 31, 2013 (c)	$	9.04		0.12		0.87		0.99		(0.12	)		(0.26	)		(0.38	)	$	9.65		11.30%	$	47,151,464		0.38%		1.31%		0.38%		34.75%
Year Ended October 31, 2012 (c)	$	9.23		0.10		0.52		0.62		(0.11	)		(0.70	)		(0.81	)	$	9.04		7.49%	$	44,466,872		0.42%		1.15%		0.42%		61.80%
Year Ended October 31, 2011 (c)	$	9.25		0.19		0.05		0.24		(0.20	)		(0.06	)		(0.26	)	$	9.23		2.63%	$	41,721,194		0.58%		2.02%		0.58%		54.48%
Year Ended October 31, 2010 (c)	$	8.38		0.17		0.91		1.08		(0.18	)		(0.03	)		(0.21	)	$	9.25		13.01%	$	28,399,341		0.59%		1.92%		0.59%		9.78%
Year Ended October 31, 2009 (c)	$	7.51		0.18		0.89		1.07		(0.18	)		(0.02	)		(0.20	)	$	8.38		14.53%	$	14,210,045		0.58%		2.39%		0.58%		27.93%
Institutional Class Shares
Year Ended October 31, 2013 (c)	$	9.06		0.14		0.88		1.02		(0.15	)		(0.26	)		(0.41	)	$	9.67		11.56%	$	18,146,676		0.13%		1.50%		0.13%		34.75%
Year Ended October 31, 2012 (c)	$	9.24		0.12		0.53		0.65		(0.13	)		(0.70	)		(0.83	)	$	9.06		7.86%	$	12,270,445		0.16%		1.39%		0.16%		61.80%
Year Ended October 31, 2011 (c)	$	9.26		0.22		0.04		0.26		(0.22	)		(0.06	)		(0.28	)	$	9.24		2.87%	$	9,836,938		0.33%		2.28%		0.33%		54.48%
Year Ended October 31, 2010 (c)	$	8.39		0.20		0.90		1.10		(0.20	)		(0.03	)		(0.23	)	$	9.26		13.24%	$	5,595,575		0.34%		2.25%		0.34%		9.78%
Year Ended October 31, 2009 (c)	$	7.53		0.20		0.88		1.08		(0.20	)		(0.02	)		(0.22	)	$	8.39		14.81%	$	3,641,076		0.33%		2.60%		0.33%		27.93%

(a) Excludes sales charge.

(b) Portfolio turnover is calculated on the basis of the Fund as a whole without distinguishing among the classes of shares.

(c) Per share calculations were performed using average shares method.

The accompanying notes are an integral part of these financial statements.

33

Fund Commentary Nationwide Destination 2020 Fund

For the annual period ended October 31, 2013, the Nationwide Destination 2020 Fund (Class R2) returned 13.88% versus 12.79% for its benchmark, the Morningstar® (Mstar) Lifetime Moderate 2020 Index. For broader comparison, the median return for the Fund’s closest Lipper peer category of Mixed-Asset Target 2020 Funds (consisting of 193 funds as of October 31, 2013) was 11.98% for the same time period.

The Fund’s return for the 12-month period covered in this report was primarily driven by strong positive returns across the equity markets in the U.S. and foreign developed countries. In general, U.S. equity markets led the way as large-, mid- and small-capitalization stocks posted double-digit gains. Specifically, the S&P 500® Index (representing large-cap stocks) rose more than 27%, S&P MidCap 400® Index (mid-cap stocks) increased more than 33% and Russell 2000® Index (small-cap stocks) gained more than 36%. During the period, the U.S. Federal Reserve (Fed) reaffirmed its intent to support the economy by maintaining its pace of asset purchases, helping to underpin the gains delivered in the U.S. equity markets.

The equity markets within foreign developed countries (as distinguished from emerging market countries) generally posted double-digit returns as well. The MSCI EAFE® Index (representing developed international markets) posted a gain of nearly 27% during the period. This return was helped by receding concerns regarding political and economic uncertainty in various parts of the eurozone, the Fed’s decision not to taper (gradually reduce) its pace of asset purchases and the dissipation of tensions in Syria.

With regard to intermediate-term, investment-grade U.S. fixed-income bonds, the Barclays U.S. Aggregate Bond Index (representing such U.S. bonds) posted a negative return of -1.08% during the period. Interest rates on the bellwether 10-year U.S. Treasury note increased nearly 100 basis points during the period, beginning November 2012 at 1.62%, increasing to 3.00% by early September 2013 and easing back at the end of the period to 2.56% after the Fed’s announcement to postpone the tapering of its asset purchases. The rise in interest rates

coincided with an increase in intermediate- and long-term bond prices and a decrease in bond returns for the period as a whole. Short-term interest rates remained range-bound near zero, effectively keeping returns for investments in short-term bond investments in the very low single digits, and returns for money market investments barely above zero.

As for the seven asset classes represented within the significant Fund allocation to the underlying Nationwide Alternatives Allocation Fund (Alternatives Fund) — global real estate stocks, commodities, emerging market stocks, emerging market bonds, international (developed market) bonds, U.S. high-yield bonds and U.S. Treasury Inflation-Protected Securities (TIPS) — returns were mixed during the period. Overall, the Alternatives Fund return was slightly positive with 1.28% for Institutional Class shares) and made a modest positive contribution to the Fund’s return. Within the Alternatives Fund, double-digit returns were posted by the U.S. high-yield bonds and global real estate stocks sleeves with smaller positive returns generated by emerging market stocks and international (developed market) bonds. The Alternatives Fund sleeves representing commodities, TIPS and emerging market bonds, however, posted negative returns. The former sleeve was adversely affected by, among other things, slackening demand for precious metals and an oversupply of corn. The latter two sleeves were adversely affected by the gradual rise in longer-term bond prices (as noted above). In the case of TIPS, inflation remained relatively low in the U.S., causing “real” yields (current yield minus current inflation level) to be negative and a disincentive to investment. In the case of emerging market bonds, the slowing of inflows of foreign capital to many of these markets and the strengthening of the U.S. dollar against certain currencies further combined to reduce returns.

The returns from the Fund’s investments in the Nationwide S&P 500 Index Fund and Nationwide International Index Fund, combined with their relatively significant allocations within the Fund, made them the largest contributors to the Fund’s return during the period, as shown in the chart below.

34

Fund Commentary (con’t.) Nationwide Destination 2020 Fund

The negative returns from the Fund’s investments in the Nationwide Bond Index Fund and Nationwide Inflation-Protected Securities Fund made them the only detractors from the Fund’s return during the period, as shown in the chart below.

Portfolio Manager:

Thomas R. Hickey Jr., Nationwide Fund Advisors

The Fund is designed to provide diversification across a variety of asset classes, primarily by investing in underlying funds. Therefore, in addition to the expenses of the Fund, each investor is indirectly paying a proportionate share of the applicable fees and expenses of its underlying funds.

Investments in the Fund are subject to the risks of its underlying funds. The year in the Fund’s name refers to the approximate year (target date) that an investor plans to retire or begin withdrawing money from the Fund. The Fund will gradually shift its investment allocations from more aggressive investments to more conservative investments based on its target date. An investment in the Fund is not guaranteed at any time, including on or after its target date. Please refer to the summary prospectus for a more detailed explanation of the Fund’s principal risks.

Asset allocation is the process of spreading assets across several different investment styles and asset classes. The purpose is to potentially reduce long-term risk and capture potential profits across various asset classes.

There is no assurance that the investment objective of any fund (or that of any underlying fund) will be achieved or that a diversified portfolio will produce better results than a nondiversified portfolio. Diversification does not guarantee returns or insulate an investor from potential losses, including the possible loss of principal.

A description of the benchmarks can be found on the Market Index Definitions page at the back of this book.

Note: Effective September 9, 2013, important changes were made to the Fund’s allocations, most notably a reduction in the allocations to the underlying Alternatives Fund and the Nationwide Inflation-Protected Securities Fund, and an increase in the allocations to the Nationwide Bond Index Fund and Nationwide MidCap Market Index Fund. These changes were intended to improve the risk-return characteristics of this Fund. Please see the Fund’s prospectus for more details.

Nationwide Destination 2020 Fund

Actual Underlying Fund Allocations

(as of October 31, 2013)

Nationwide Bond Index Fund	22%
Nationwide S&P 500 Index Fund	21%
Nationwide International Index Fund	19%
Nationwide Alternatives Allocation Fund	16%
Nationwide Mid Cap Market Index Fund	11%
Nationwide Small Cap Index Fund	5%
Nationwide Inflation-Protected Securities Fund	3%
iShares Barclays 1-3 Year Credit Bond ETF	3%
	100%

Actual underlying fund allocations are stated as a percentage of the Fund’s total net assets. Allocations may change over time in order for the Fund to meet its objective or due to market and/or economic conditions. Because the Fund’s allocation may not match a particular investor’s retirement goal and an investor may have different retirement needs than anticipated, there is no guarantee that an investor will have the desired level of retirement assets available. Also, an investor may have different retirement needs than the allocation model anticipates.

35

Fund Commentary (con’t.) Nationwide Destination 2020 Fund

Contributions of Underlying Funds to Fund Performance

(For the year ended October 31, 2013)

Nationwide Destination 2020 Fund

The contribution of underlying funds to Fund performance is based on target underlying fund allocations through the reporting period. Returns reflect the impact of each underlying fund’s fees and expenses, but do not reflect the Nationwide Destination 2020 Fund’s fees and expenses. Day-to-day market activity will likely cause the Fund’s target allocations to fluctuate. Under ordinary circumstances, Nationwide Fund Advisors periodically will rebalance the assets of the Fund in order to conform its actual allocations to those stated in the then-current prospectus. The asset class target allocations are subject to change at any time and without notice. For more information, refer to the Fund’s prospectus.

36

Fund Overview Nationwide Destination 2020 Fund

Objective

The Fund seeks capital appreciation and income consistent with its current asset allocation.

Highlights

Ÿ The Fund’s investments in U.S. and foreign developed market stocks account for nearly 55% of its allocations and contributed more than 95% to the returns of the Fund during the period.

Ÿ Two of the Fund’s investments in U.S. bonds detracted from returns during the period.

Asset Allocation†

Equity Funds	56.0%
Fixed Income Funds	28.1%
Alternative Assets	16.0%
Liabilities in excess of other assets	(0.1)%
	100.0%

Top Holdings††

Nationwide Bond Index Fund, Institutional Class	22.0%
Nationwide S&P 500 Index Fund, Institutional Class	21.0%
Nationwide International Index Fund, Institutional Class	19.0%
Nationwide Alternatives Allocation Fund, Institutional Class	16.0%
Nationwide Mid Cap Market Index Fund, Institutional Class	11.0%
Nationwide Small Cap Index Fund, Institutional Class	5.0%
iShares Barclays 1-3 Year Credit Bond Fund	3.0%
Nationwide Inflation-Protected Securities Fund, Institutional Class	3.0%
	100.0%

† Percentages indicated are based upon net assets as of October 31, 2013.

†† Percentages indicated are based upon total investments as of October 31, 2013.

37

Fund Performance Nationwide Destination 2020 Fund

Average Annual Total Return

(For periods ended October 31, 2013)		1 Yr.			5 Yr.		Inception5
Class A	w/o SC1		14.13%			10.61%		3.62%
	w/SC2		7.62%			9.30%		2.63%
Class C	w/o SC1		13.66%			10.08%		3.05%
	w/SC		12.66%	3		10.08%		3.05%
Class R14			13.71%			10.20%		3.23%
Class R24			13.88%			10.37%		3.38%
Institutional Service Class4			14.51%			10.90%		3.85%
Institutional Class4			14.75%			11.18%		4.13%

Expense Ratios

	Expense Ratio*
Class A	0.94%
Class C	1.44%
Class R1	1.34%
Class R2	1.19%
Institutional Services Class	0.69%
Institutional Class	0.44%

*Current effective prospectus dated March 1, 2013. Expenses also include indirect underlying fund expenses. Please see the Fund’s most recent prospectus for details.

All figures showing the effect of a sales charge (SC) reflect the maximum charge possible, because it has the most significant effect on performance data.

¹ These returns do not reflect the effects of SCs.

²  A 5.75% front-end sales charge was deducted.

³ A 1.00% contingent deferred sales charge was deducted from the one year return because it is charged when you sell Class C shares within the first year after purchase.

⁴  Not subject to any SCs.

⁵  Since inception date of August 30, 2007.

38

Fund Performance (con’t.) Nationwide Destination 2020 Fund

Performance of a $10,000 Investment

Investment return and principal value will fluctuate, and when redeemed, shares may be worth more or less than original cost. Past performance is no guarantee of future results and does not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares. Investing in mutual funds involves market risk, including loss of principal. Performance returns assume the reinvestment of all distributions.

Comparative performance of $10,000 invested in Class R2 shares of the Nationwide Destination 2020 Fund from inception through 10/31/13 versus the Morningstar Lifetime Moderate 2020 Index and the Consumer Price Index (CPI) from 9/1/07 through 10/31/13. Unlike the Fund, the returns for these unmanaged indexes do not reflect any fees, expenses, or sales charges. Investors cannot invest directly in market indexes. A description of the benchmarks can be found on the Market Index Definitions page at the back of this book.

39

Shareholder Expense Example Nationwide Destination 2020 Fund

Nationwide Destination 2020 Fund

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, including sales charges (loads) paid on purchase payments and redemption fees; and (2) ongoing costs, including investment advisory fees, administration fees, distribution fees and other Fund expenses. The examples below are intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds. Per Securities and Exchange Commission (“SEC”) requirements, the examples assume that you had a $1,000 investment in the Class at the beginning of the reporting period (May 1, 2013) and continued to hold your shares at the end of the reporting period (October 31, 2013).

Actual Expenses

For each Class of the Fund in the table below, the first line provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid from May 1, 2013 through October 31, 2013. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line of each Class under the heading entitled “Expenses Paid During

Period” to estimate the expenses you paid on your account during this period.

Hypothetical Expenses for Comparison Purposes

The second line of each Class in the table below provides information about hypothetical account values and hypothetical expenses based on the Class’ actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Class’ actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period from May 1, 2013 through October 31, 2013. You may use this information to compare the ongoing costs of investing in the Class of the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transaction costs, such as sales charges (loads) or redemption fees. If these transaction costs were included, your costs would have been higher. Therefore, the second line for each Class in the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. The examples also assume all dividends and distributions are reinvested.

Schedule of Shareholder Expenses

Expense Analysis of a $1,000 Investment

Nationwide Destination 2020 Fund October 31, 2013			Beginning Account Value  ($) 05/01/13	Ending Account Value ($) 10/31/13	Expenses Paid During Period ($) 05/01/13 - 10/31/13a	Expense Ratio During Period (%) 05/01/13 -  10/31/13a
Class A Shares	Actual	b	1,000.00	1,041.90	3.24	0.63
	Hypothetical	b,c	1,000.00	1,022.03	3.21	0.63
Class C Shares	Actual	b	1,000.00	1,040.00	5.81	1.13
	Hypothetical	b,c	1,000.00	1,019.51	5.75	1.13
Class R1 Shares	Actual	b	1,000.00	1,039.90	5.30	1.03
	Hypothetical	b,c	1,000.00	1,020.01	5.24	1.03
Class R2 Shares	Actual	b	1,000.00	1,040.70	4.53	0.88
	Hypothetical	b,c	1,000.00	1,020.77	4.48	0.88
Institutional Service Class Shares	Actual	b	1,000.00	1,044.20	1.96	0.38
	Hypothetical	b,c	1,000.00	1,023.29	1.94	0.38
Institutional Class Shares	Actual	b	1,000.00	1,044.30	0.67	0.13
	Hypothetical	b,c	1,000.00	1,024.55	0.66	0.13

a Expenses are based on the direct expenses of the Fund and do not include the effect of the underlying Funds’ expenses, which are disclosed in the Fee and Expense table and described more fully in a footnote to that table in your Fund Prospectus.

b Expenses are equal to the Fund’s annualized expense ratio multiplied by the average account value from May 1, 2013 through October 31, 2013 multiplied to reflect one-half year period. The expense ratio presented represents a six-month, annualized ratio in

c Represents the hypothetical 5% return before expenses.

40

Statement of Investments

October 31, 2013

Nationwide Destination 2020 Fund

Mutual Funds 97.1%
	Shares		Market Value
Alternative Assets 16.0%
Nationwide Alternatives Allocation Fund, Institutional Class (a)		3,936,139	$	38,652,887
Total Alternative Assets (cost $38,568,935)				38,652,887
Equity Funds 56.0%
Nationwide International Index Fund, Institutional Class (a)		5,418,850		45,789,280
Nationwide Mid Cap Market Index Fund, Institutional Class (a)		1,415,669		26,586,268
Nationwide S&P 500 Index Fund, Institutional Class (a)		3,479,048		50,724,516
Nationwide Small Cap Index Fund, Institutional Class (a)		760,446		11,977,030
Total Equity Funds (cost $103,650,735)				135,077,094
Fixed Income Funds 25.1%
Nationwide Bond Index Fund, Institutional Class (a)		4,704,644		53,256,573
Nationwide Inflation-Protected Securities Fund, Institutional Class (a)		770,428		7,272,836
Total Fixed Income Funds (cost $61,852,273)				60,529,409
Total Mutual Funds (cost $204,071,943)				234,259,390
Exchange Traded Fund 3.0%
Fixed Income Fund 3.0%
iShares Barclays 1-3 Year Credit Bond Fund		69,159		7,292,125
Total Exchange Traded Fund (cost $7,258,257)				7,292,125
Total Investments (cost $211,330,200) (b) — 100.1%				241,551,515
Liabilities in excess of other assets — (0.1)%				(139,628	)
NET ASSETS — 100.0%			$	241,411,887

(a) Investment in affiliate.

(b) See notes to financial statements for tax unrealized appreciation/(depreciation) of securities.

The accompanying notes are an integral part of these financial statements.

41

Statement of Assets and Liabilities

October 31, 2013

	Nationwide Destination 2020 Fund
Assets:
Investments in affiliates, at value (cost $204,071,943)	$	234,259,390
Investments in non-affiliates, at value (cost $7,258,257)		7,292,125
Total Investments		241,551,515
Receivable for investments sold		241,533
Receivable for capital shares issued		134,980
Total Assets		241,928,028
Liabilities:
Payable for capital shares redeemed		388,145
Cash overdraft (Note 2)		5,719
Accrued expenses and other payables:
Investment advisory fees		26,410
Distribution fees		50,249
Administrative servicing fees		44,627
Trustee fees (Note 3)		490
Professional fees (Note 3)		501
Total Liabilities		516,141
Net Assets	$	241,411,887
Represented by:
Capital	$	207,545,320
Accumulated undistributed net investment income		137,656
Accumulated net realized gains from affiliated and non-affiliated investments		3,507,596
Net unrealized appreciation/(depreciation) from investments in affiliates		30,187,447
Net unrealized appreciation/(depreciation) from investments in non-affiliates		33,868
Net Assets	$	241,411,887
Net Assets:
Class A Shares	$	26,221,969
Class C Shares		2,900,859
Class R1 Shares		12,347,615
Class R2 Shares		84,157,287
Institutional Service Class Shares		86,374,010
Institutional Class Shares		29,410,147
Total	$	241,411,887
Shares Outstanding (unlimited number of shares authorized):
Class A Shares		2,599,469
Class C Shares		290,213
Class R1 Shares		1,225,234
Class R2 Shares		8,360,906
Institutional Service Class Shares		8,547,036
Institutional Class Shares		2,900,451
Total		23,923,309

42

Statement of Assets and Liabilities (Continued)

October 31, 2013

	Nationwide Destination 2020 Fund
Net asset value and redemption price per share (Net assets by class divided by shares outstanding by class, respectively):
Class A Shares (a)	$	10.09
Class C Shares (b)	$	10.00
Class R1 Shares	$	10.08
Class R2 Shares	$	10.07
Institutional Service Class Shares	$	10.11
Institutional Class Shares	$	10.14
Maximum offering price per share (100%/(100%-maximum sales charge) of net asset value adjusted to the nearest cent):
Class A Shares	$	10.71
Maximum Sales Charge:
Class A Shares		5.75	%

(a) For Class A Shares, the redemption price per share is reduced by 1.00% on sales of shares of original purchases of $1,000,000 or more or that were not subject to a front-end sales charge made within 18 months of the purchase date.

(b) For Class C Shares, the redemption price per share is reduced by 1.00% for shares held less than one year.

The accompanying notes are an integral part of these financial statements.

43

Statement of Operations

For the Year Ended October 31, 2013

	Nationwide Destination 2020 Fund
INVESTMENT INCOME:
Dividend income from affiliates	$	3,923,523
Dividend income from non-affiliates		52,506
Total Income		3,976,029
EXPENSES:
Investment advisory fees		287,090
Distribution fees Class A		63,814
Distribution fees Class C		26,267
Distribution fees Class R1		75,012
Distribution fees Class R2		392,997
Administrative servicing fees Class A		63,814
Administrative servicing fees Class R1		28,851
Administrative servicing fees Class R2		196,416
Administrative servicing fees Institutional Service Class		201,720
Professional fees (Note 3)		2,284
Trustee fees (Note 3)		7,840
Total Expenses		1,346,105
NET INVESTMENT INCOME		2,629,924
REALIZED/UNREALIZED GAINS (LOSSES) FROM INVESTMENTS:
Net realized gain distributions from underlying affiliated funds		1,809,765
Net realized gains from investment transactions with affiliates		4,112,243
Net realized losses from investment transactions with non-affiliates		(9,670	)
Net realized gains from affiliated and non-affiliated investments		5,912,338
Net change in unrealized appreciation/(depreciation) from investments in affiliates		20,574,692
Net change in unrealized appreciation/(depreciation) from investments in non-affiliates		12,205
Net change in unrealized appreciation/(depreciation) from investments in affiliates and non-affiliates		20,586,897
Net realized/unrealized gains from affiliated and non-affiliated investments		26,499,235
CHANGE IN NET ASSETS RESULTING FROM OPERATIONS	$	29,129,159

The accompanying notes are an integral part of these financial statements.

44

Statements of Changes in Net Assets

	Nationwide Destination 2020 Fund
	Year Ended October 31, 2013			Year Ended October 31, 2012
Operations:
Net investment income	$	2,629,924		$	1,907,837
Net realized gains from affiliated and non-affiliated investments		5,912,338			7,244,999
Net change in unrealized appreciation/(depreciation) from investments in affiliates and non-affiliates		20,586,897			5,102,174
Change in net assets resulting from operations		29,129,159			14,255,010
Distributions to Shareholders From:
Net investment income:
Class A		(305,564	)		(228,689	)
Class C		(20,124	)		(10,380	)
Class R1		(94,879	)		(74,512	)
Class R2		(754,258	)		(624,451	)
Institutional Service Class		(1,150,082	)		(820,416	)
Institutional Class		(355,565	)		(253,740	)
Net realized gains:
Class A		(788,224	)		(1,117,327	)
Class C		(79,127	)		(53,680	)
Class R1		(359,192	)		(504,659	)
Class R2		(2,434,894	)		(3,753,369	)
Institutional Service Class		(2,404,968	)		(3,278,715	)
Institutional Class		(622,187	)		(803,325	)
Change in net assets from shareholder distributions		(9,369,064	)		(11,523,263	)
Change in net assets from capital transactions		25,196,590			30,467,794
Change in net assets		44,956,685			33,199,541
Net Assets:
Beginning of year		196,455,202			163,255,661
End of year	$	241,411,887		$	196,455,202
Accumulated undistributed net investment income at end of year	$	137,656		$	9,736
CAPITAL TRANSACTIONS:
Class A Shares
Proceeds from shares issued	$	10,552,006		$	5,376,567
Dividends reinvested		1,093,746			1,346,011
Cost of shares redeemed		(10,830,934	)		(3,165,506	)
Total Class A Shares		814,818			3,557,072
Class C Shares
Proceeds from shares issued		568,828			1,208,036
Dividends reinvested		99,228			64,060
Cost of shares redeemed		(219,404	)		(25,595	)
Total Class C Shares		448,652			1,246,501
Class R1 Shares
Proceeds from shares issued		2,579,935			2,274,758
Dividends reinvested		454,071			579,171
Cost of shares redeemed		(2,186,333	)		(1,670,248	)
Total Class R1 Shares		847,673			1,183,681

45

Statements of Changes in Net Assets (Continued)

	Nationwide Destination 2020 Fund
	Year Ended October 31, 2013			Year Ended October 31, 2012
CAPITAL TRANSACTIONS: (continued)
Class R2 Shares
Proceeds from shares issued	$	13,356,775		$	15,414,065
Dividends reinvested		3,189,152			4,377,820
Cost of shares redeemed		(12,295,240	)		(11,777,188	)
Total Class R2 Shares		4,250,687			8,014,697
Institutional Service Class Shares
Proceeds from shares issued		21,842,033			15,982,154
Dividends reinvested		3,555,050			4,099,131
Cost of shares redeemed		(15,442,979	)		(8,401,282	)
Total Institutional Service Class Shares		9,954,104			11,680,003
Institutional Class Shares
Proceeds from shares issued		13,755,148			6,868,051
Dividends reinvested		977,752			1,057,065
Cost of shares redeemed		(5,852,244	)		(3,139,276	)
Total Institutional Class Shares		8,880,656			4,785,840
Change in net assets from capital transactions	$	25,196,590		$	30,467,794
SHARE TRANSACTIONS:
Class A Shares
Issued		1,100,787			599,355
Reinvested		120,019			158,026
Redeemed		(1,120,976	)		(354,382	)
Total Class A Shares		99,830			402,999
Class C Shares
Issued		59,926			135,114
Reinvested		11,023			7,566
Redeemed		(22,786	)		(2,869	)
Total Class C Shares		48,163			139,811
Class R1 Shares
Issued		271,601			253,318
Reinvested		50,045			68,054
Redeemed		(229,195	)		(183,673	)
Total Class R1 Shares		92,451			137,699
Class R2 Shares
Issued		1,403,737			1,719,835
Reinvested		351,416			515,258
Redeemed		(1,289,473	)		(1,308,554	)
Total Class R2 Shares		465,680			926,539
Institutional Service Class Shares
Issued		2,287,210			1,771,823
Reinvested		388,826			479,838
Redeemed		(1,588,906	)		(932,724	)
Total Institutional Service Class Shares		1,087,130			1,318,937

46

Statements of Changes in Net Assets (Continued)

	Nationwide Destination 2020 Fund
	Year Ended October 31, 2013			Year Ended October 31, 2012
SHARE TRANSACTIONS: (continued)
Institutional Class Shares
Issued		1,409,890			759,821
Reinvested		106,362			123,020
Redeemed		(602,310	)		(343,144	)
Total Institutional Class Shares		913,942			539,697
Total change in shares		2,707,196			3,465,682

The accompanying notes are an integral part of these financial statements.

47

Financial Highlights

Selected data for each share of capital outstanding throughout the periods indicated

Nationwide Destination 2020 Fund

			Operations						Distributions													Ratios/Supplemental Data
	Net Asset Value, Beginning of Period		Net Investment Income		Net Realized and Unrealized Gains from Investments		Total from Operations		Net Investment Income			Net Realized Gains			Total Distributions			Net Asset Value, End of Period		Total Return (a)		Net Assets at End of Period		Ratio of Expenses to Average Net Assets		Ratio of Net Investment Income to Average Net Assets		Ratio of Expenses (Prior to Reimbursements) to Average Net Assets		Portfolio Turnover (b)
Class A Shares
Year Ended October 31, 2013 (c)	$	9.26		0.11		1.15		1.26		(0.12	)		(0.31	)		(0.43	)	$	10.09		14.13%	$	26,221,969		0.63%		1.17%		0.63%		20.65%
Year Ended October 31, 2012 (c)	$	9.19		0.09		0.60		0.69		(0.10	)		(0.52	)		(0.62	)	$	9.26		8.17%	$	23,141,162		0.67%		1.06%		0.67%		49.47%
Year Ended October 31, 2011 (c)	$	9.14		0.17		0.07		0.24		(0.16	)		(0.03	)		(0.19	)	$	9.19		2.68%	$	19,276,149		0.83%		1.77%		0.83%		41.26%
Year Ended October 31, 2010 (c)	$	8.22		0.11		1.01		1.12		(0.14	)		(0.06	)		(0.20	)	$	9.14		13.78%	$	16,077,321		0.83%		1.22%		0.83%		8.29%
Year Ended October 31, 2009 (c)	$	7.33		0.14		0.92		1.06		(0.16	)		(0.01	)		(0.17	)	$	8.22		14.79%	$	5,026,129		0.83%		1.89%		0.83%		21.24%
Class C Shares
Year Ended October 31, 2013 (c)	$	9.18		0.06		1.15		1.21		(0.08	)		(0.31	)		(0.39	)	$	10.00		13.66%	$	2,900,859		1.13%		0.65%		1.13%		20.65%
Year Ended October 31, 2012 (c)	$	9.14		0.05		0.58		0.63		(0.07	)		(0.52	)		(0.59	)	$	9.18		7.49%	$	2,223,108		1.15%		0.52%		1.15%		49.47%
Year Ended October 31, 2011 (c)	$	9.09		0.11		0.09		0.20		(0.12	)		(0.03	)		(0.15	)	$	9.14		2.20%	$	934,370		1.33%		1.22%		1.33%		41.26%
Year Ended October 31, 2010 (c)	$	8.19		0.09		0.98		1.07		(0.11	)		(0.06	)		(0.17	)	$	9.09		13.19%	$	914,712		1.33%		1.04%		1.33%		8.29%
Year Ended October 31, 2009 (c)	$	7.29		0.10		0.93		1.03		(0.12	)		(0.01	)		(0.13	)	$	8.19		14.36%	$	442,018		1.33%		1.42%		1.33%		21.24%
Class R1 Shares
Year Ended October 31, 2013 (c)	$	9.25		0.07		1.15		1.22		(0.08	)		(0.31	)		(0.39	)	$	10.08		13.71%	$	12,347,615		1.03%		0.78%		1.03%		20.65%
Year Ended October 31, 2012 (c)	$	9.19		0.06		0.59		0.65		(0.07	)		(0.52	)		(0.59	)	$	9.25		7.69%	$	10,479,109		1.07%		0.65%		1.07%		49.47%
Year Ended October 31, 2011 (c)	$	9.14		0.11		0.10		0.21		(0.13	)		(0.03	)		(0.16	)	$	9.19		2.31%	$	9,148,292		1.23%		1.21%		1.23%		41.26%
Year Ended October 31, 2010 (c)	$	8.23		0.10		0.98		1.08		(0.11	)		(0.06	)		(0.17	)	$	9.14		13.27%	$	6,043,131		1.23%		1.20%		1.23%		8.29%
Year Ended October 31, 2009 (c)	$	7.33		0.11		0.93		1.04		(0.13	)		(0.01	)		(0.14	)	$	8.23		14.51%	$	4,559,986		1.23%		1.49%		1.23%		21.24%
Class R2 Shares
Year Ended October 31, 2013 (c)	$	9.24		0.09		1.15		1.24		(0.10	)		(0.31	)		(0.41	)	$	10.07		13.88%	$	84,157,287		0.88%		0.93%		0.88%		20.65%
Year Ended October 31, 2012 (c)	$	9.18		0.07		0.59		0.66		(0.08	)		(0.52	)		(0.60	)	$	9.24		7.86%	$	72,944,752		0.92%		0.80%		0.92%		49.47%
Year Ended October 31, 2011 (c)	$	9.12		0.14		0.09		0.23		(0.14	)		(0.03	)		(0.17	)	$	9.18		2.55%	$	63,985,415		1.08%		1.47%		1.08%		41.26%
Year Ended October 31, 2010 (c)	$	8.21		0.11		0.98		1.09		(0.12	)		(0.06	)		(0.18	)	$	9.12		13.43%	$	52,604,669		1.09%		1.27%		1.09%		8.29%
Year Ended October 31, 2009 (c)	$	7.31		0.12		0.93		1.05		(0.14	)		(0.01	)		(0.15	)	$	8.21		14.63%	$	31,333,358		1.08%		1.62%		1.08%		21.24%
Institutional Service Class Shares
Year Ended October 31, 2013 (c)	$	9.27		0.13		1.16		1.29		(0.14	)		(0.31	)		(0.45	)	$	10.11		14.51%	$	86,374,010		0.38%		1.41%		0.38%		20.65%
Year Ended October 31, 2012 (c)	$	9.21		0.12		0.58		0.70		(0.12	)		(0.52	)		(0.64	)	$	9.27		8.30%	$	69,185,088		0.42%		1.29%		0.42%		49.47%
Year Ended October 31, 2011 (c)	$	9.15		0.18		0.10		0.28		(0.19	)		(0.03	)		(0.22	)	$	9.21		3.05%	$	56,549,621		0.58%		1.89%		0.58%		41.26%
Year Ended October 31, 2010 (c)	$	8.23		0.15		0.99		1.14		(0.16	)		(0.06	)		(0.22	)	$	9.15		14.05%	$	35,769,480		0.59%		1.73%		0.59%		8.29%
Year Ended October 31, 2009 (c)	$	7.33		0.16		0.92		1.08		(0.17	)		(0.01	)		(0.18	)	$	8.23		15.08%	$	15,411,091		0.58%		2.10%		0.58%		21.24%
Institutional Class Shares
Year Ended October 31, 2013 (c)	$	9.30		0.16		1.16		1.32		(0.17	)		(0.31	)		(0.48	)	$	10.14		14.75%	$	29,410,147		0.13%		1.64%		0.13%		20.65%
Year Ended October 31, 2012 (c)	$	9.24		0.14		0.58		0.72		(0.14	)		(0.52	)		(0.66	)	$	9.30		8.53%	$	18,481,983		0.16%		1.54%		0.16%		49.47%
Year Ended October 31, 2011 (c)	$	9.18		0.21		0.09		0.30		(0.21	)		(0.03	)		(0.24	)	$	9.24		3.29%	$	13,361,814		0.33%		2.19%		0.33%		41.26%
Year Ended October 31, 2010 (c)	$	8.25		0.18		0.99		1.17		(0.18	)		(0.06	)		(0.24	)	$	9.18		14.38%	$	8,670,767		0.34%		2.08%		0.34%		8.29%
Year Ended October 31, 2009 (c)	$	7.34		0.18		0.93		1.11		(0.19	)		(0.01	)		(0.20	)	$	8.25		15.49%	$	5,573,200		0.33%		2.39%		0.33%		21.24%

(a) Excludes sales charge.

(b) Portfolio turnover is calculated on the basis of the Fund as a whole without distinguishing among the classes of shares.

(c) Per share calculations were performed using average shares method.

The accompanying notes are an integral part of these financial statements.

48

Fund Commentary Nationwide Destination 2025 Fund

For the annual period ended October 31, 2013, the Nationwide Destination 2025 Fund (Class R2) returned 17.43% versus 15.91% for its benchmark, the Morningstar® (Mstar) Lifetime Moderate 2025 Index. For broader comparison, the median return for the Fund’s closest Lipper peer category of Mixed-Asset Target 2025 Funds (consisting of 152 funds as of October 31, 2013) was 15.60% for the same time period.

The Fund’s return for the 12-month period covered in this report was primarily driven by strong positive returns across the equity markets in the U.S. and foreign developed countries. In general, U.S. equity markets led the way as large-, mid- and small-capitalization stocks posted double-digit gains. Specifically, the S&P 500® Index (representing large-cap stocks) rose more than 27%, S&P MidCap 400® Index (mid-cap stocks) increased more than 33% and Russell 2000® Index (small-cap stocks) gained more than 36%. During the period, the U.S. Federal Reserve (Fed) reaffirmed its intent to support the economy by maintaining its pace of asset purchases, helping to underpin the gains delivered in the U.S. equity markets.

The equity markets within foreign developed countries (as distinguished from emerging market countries) generally posted double-digit returns as well. The MSCI EAFE® Index (representing developed international markets) posted a gain of nearly 27% during the period. This return was helped by receding concerns regarding political and economic uncertainty in various parts of the eurozone, the Fed’s decision not to taper (gradually reduce) its pace of asset purchases and the dissipation of tensions in Syria.

With regard to intermediate-term, investment-grade U.S. fixed-income bonds, the Barclays U.S. Aggregate Bond Index (representing such U.S. bonds) posted a negative return of -1.08% during the period. Interest rates on the bellwether 10-year U.S. Treasury note increased nearly 100 basis points during the period, beginning November 2012 at 1.62%, increasing to 3.00% by early September 2013 and easing back at the end of the period to 2.56% after the Fed’s announcement to postpone the tapering of its asset purchases. The rise in interest rates

coincided with an increase in intermediate- and long-term bond prices and a decrease in bond returns for the period as a whole. Short-term interest rates remained range-bound near zero, effectively keeping returns for investments in short-term bond investments in the very low single digits, and returns for money market investments barely above zero.

As for the seven asset classes represented within the significant Fund allocation to the underlying Nationwide Alternatives Allocation Fund (Alternatives Fund) — global real estate stocks, commodities, emerging market stocks, emerging market bonds, international (developed market) bonds, U.S. high-yield bonds and U.S. Treasury Inflation-Protected Securities (TIPS) — returns were mixed during the period. Overall, the Alternatives Fund return was slightly positive with 1.28% for Institutional Class shares) and made a modest positive contribution to the Fund’s return. Within the Alternatives Fund, double-digit returns were posted by the U.S. high-yield bonds and global real estate stocks sleeves with smaller positive returns generated by emerging market stocks and international (developed market) bonds. The Alternatives Fund sleeves representing commodities, TIPS and emerging market bonds, however, posted negative returns. The former sleeve was adversely affected by, among other things, slackening demand for precious metals and an oversupply of corn. The latter two sleeves were adversely affected by the gradual rise in longer-term bond prices (as noted above). In the case of TIPS, inflation remained relatively low in the U.S., causing “real” yields (current yield minus current inflation level) to be negative and a disincentive to investment. In the case of emerging market bonds, the slowing of inflows of foreign capital to many of these markets and the strengthening of the U.S. dollar against certain currencies further combined to reduce returns.

The returns from the Fund’s investments in the Nationwide S&P 500 Index Fund and Nationwide International Index Fund, combined with their relatively significant allocations within the Fund, made them the largest contributors to the Fund’s return during the period, as shown in the chart below.

49

Fund Commentary (con’t.) Nationwide Destination 2025 Fund

The negative returns from the Fund’s investments in the Nationwide Bond Index Fund and Nationwide Inflation-Protected Securities Fund made them the only detractors from the Fund’s return during the period, as shown in the chart below.

Portfolio Manager:

Thomas R. Hickey Jr., Nationwide Fund Advisors

The Fund is designed to provide diversification across a variety of asset classes, primarily by investing in underlying funds. Therefore, in addition to the expenses of the Fund, each investor is indirectly paying a proportionate share of the applicable fees and expenses of its underlying funds.

Investments in the Fund are subject to the risks of its underlying funds. The year in the Fund’s name refers to the approximate year (target date) that an investor plans to retire or begin withdrawing money from the Fund. The Fund will gradually shift its investment allocations from more aggressive investments to more conservative investments based on its target date. An investment in the Fund is not guaranteed at any time, including on or after its target date. Please refer to the summary prospectus for a more detailed explanation of the Fund’s principal risks.

Asset allocation is the process of spreading assets across several different investment styles and asset classes. The purpose is to potentially reduce long-term risk and capture potential profits across various asset classes.

There is no assurance that the investment objective of any fund (or that of any underlying fund) will be achieved or that a diversified portfolio will produce better results than a nondiversified portfolio. Diversification does not guarantee returns or insulate an investor from potential losses, including the possible loss of principal.

A description of the benchmarks can be found on the Market Index Definitions page at the back of this book.

Note:Effective September 9, 2013, important changes were made to the Fund’s allocations, most notably a reduction in the allocations to the underlying Nationwide Inflation-Protected Securities Fund and an increase in the allocations to the Alternatives Fund, Nationwide Bond Index Fund and Nationwide Mid Cap Market Index Fund. These changes were intended to improve the risk-return characteristics of this Fund. Please see the Fund’s prospectus for more details.

Nationwide Destination 2025 Fund

Actual Underlying Fund Allocations

(as of October 31, 2013)

Nationwide S&P 500 Index Fund	24%
Nationwide International Index Fund	21%
Nationwide Alternatives Allocation Fund	20%
Nationwide Mid Cap Market Index Fund	13%
Nationwide Bond Index Fund	12%
Nationwide Small Cap Index Fund	7%
Nationwide Inflation-Protected Securities Fund	2%
iShares Barclays 1-3 Year Credit Bond ETF	1%
	100%

Actual underlying fund allocations are stated as a percentage of the Fund’s total net assets. Allocations may change over time in order for the Fund to meet its objective or due to market and/or economic conditions. Because the Fund’s allocation may not match a particular investor’s retirement goal and an investor may have different retirement needs than anticipated, there is no guarantee that an investor will have the desired level of retirement assets available. Also, an investor may have different retirement needs than the allocation model anticipates.

50

Fund Commentary (con’t.) Nationwide Destination 2025 Fund

Contributions of Underlying Funds to Fund Performance

(For the year ended October 31, 2013)

Nationwide Destination 2025 Fund

The contribution of underlying funds to Fund performance is based on target underlying fund allocations through the reporting period. Returns reflect the impact of each underlying fund’s fees and expenses, but do not reflect the Nationwide Destination 2025 Fund’s fees and expenses. Day-to-day market activity will likely cause the Fund’s target allocations to fluctuate. Under ordinary circumstances, Nationwide Fund Advisors periodically will rebalance the assets of the Fund in order to conform its actual allocations to those stated in the then-current prospectus. The asset class target allocations are subject to change at any time and without notice. For more information, refer to the Fund’s prospectus.

51

Fund Overview Nationwide Destination 2025 Fund

Objective

The Fund seeks capital appreciation and income consistent with its current asset allocation.

Highlights

Ÿ The Fund’s investments in U.S. and foreign developed market stocks account for nearly 66% of its allocations and contributed more than 95% to the returns of the Fund during the period.

Ÿ Two of the Fund’s investments in U.S. bonds detracted from returns during the period.

Ÿ The Fund has recently increased its exposure to Nationwide Alternatives Allocation Fund thus increasing its exposure to alternative asset classes.

Asset Allocation†

Equity Funds	65.0%
Alternative Assets	20.0%
Fixed Income Funds	15.1%
Liabilities in excess of other assets	(0.1)%
	100.0%

Top Holdings††

Nationwide S&P 500 Index Fund, Institutional Class	24.0%
Nationwide International Index Fund, Institutional Class	21.0%
Nationwide Alternatives Allocation Fund, Institutional Class	20.0%
Nationwide Mid Cap Market Index Fund, Institutional Class	13.0%
Nationwide Bond Index Fund, Institutional Class	12.1%
Nationwide Small Cap Index Fund, Institutional Class	6.9%
Nationwide Inflation-Protected Securities Fund, Institutional Class	2.0%
iShares Barclays 1-3 Year Credit Bond Fund	1.0%
	100.0%

† Percentages indicated are based upon net assets as of October 31, 2013.

†† Percentages indicated are based upon total investments as of October 31, 2013.

52

Fund Performance Nationwide Destination 2025 Fund

Average Annual Total Return

(For periods ended October 31, 2013)		1 Yr.			5 Yr.		Inception5
Class A	w/o SC1		17.68%			11.79%		4.05%
	w/SC2		10.94%			10.46%		3.06%
Class C	w/o SC1		17.18%			11.24%		3.53%
	w/SC		16.18%	3		11.24%		3.53%
Class R14			17.27%			11.35%		3.64%
Class R24			17.43%			11.51%		3.79%
Institutional Service Class4			18.07%			12.09%		4.26%
Institutional Class4			18.28%			12.34%		4.55%

Expense Ratios

	Expense Ratio*
Class A	0.94%
Class C	1.44%
Class R1	1.34%
Class R2	1.19%
Institutional Services Class	0.69%
Institutional Class	0.44%

*Current effective prospectus dated March 1, 2013. Expenses also include indirect underlying fund expenses. Please see the Fund’s most recent prospectus for details.

All figures showing the effect of a sales charge (SC) reflect the maximum charge possible, because it has the most significant effect on performance data.

¹  These returns do not reflect the effects of SCs.

²  A 5.75% front-end sales charge was deducted.

³  A 1.00% contingent deferred sales charge was deducted from the one year return because it is charged when you sell Class C shares within the first year after purchase.

⁴  Not subject to any SCs.

⁵  Since inception date of August 30, 2007.

53

Fund Performance (con’t.) Nationwide Destination 2025 Fund

Performance of a $10,000 Investment

Investment return and principal value will fluctuate, and when redeemed, shares may be worth more or less than original cost. Past performance is no guarantee of future results and does not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares. Investing in mutual funds involves market risk, including loss of principal. Performance returns assume the reinvestment of all distributions.

Comparative performance of $10,000 invested in Class R2 shares of the Nationwide Destination 2025 Fund from inception through 10/31/13 versus the Morningstar Lifetime Moderate 2025 Index and the Consumer Price Index (CPI) from 9/1/07 through 10/31/13. Unlike the Fund, the returns for these unmanaged indexes do not reflect any fees, expenses, or sales charges. Investors cannot invest directly in market indexes. A description of the benchmarks can be found on the Market Index Definitions page at the back of this book.

54

Shareholder Expense Example Nationwide Destination 2025 Fund

Nationwide Destination 2025 Fund

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, including sales charges (loads) paid on purchase payments and redemption fees; and (2) ongoing costs, including investment advisory fees, administration fees, distribution fees and other Fund expenses. The examples below are intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds. Per Securities and Exchange Commission (“SEC”) requirements, the examples assume that you had a $1,000 investment in the Class at the beginning of the reporting period (May 1, 2013) and continued to hold your shares at the end of the reporting period (October 31, 2013).

Actual Expenses

For each Class of the Fund in the table below, the first line provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid from May 1, 2013 through October 31, 2013. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line of each Class under the heading entitled “Expenses Paid During

Period” to estimate the expenses you paid on your account during this period.

Hypothetical Expenses for
Comparison Purposes

The second line of each Class in the table below provides information about hypothetical account values and hypothetical expenses based on the Class’ actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Class’ actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period from May 1, 2013 through October 31, 2013. You may use this information to compare the ongoing costs of investing in the Class of the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transaction costs, such as sales charges (loads) or redemption fees. If these transaction costs were included, your costs would have been higher. Therefore, the second line for each Class in the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. The examples also assume all dividends and distributions are reinvested.

Schedule of Shareholder Expenses

Expense Analysis of a $1,000 Investment

Nationwide Destination 2025 Fund October 31, 2013			Beginning Account Value ($) 05/01/13	Ending Account Value ($) 10/31/13	Expenses Paid During Period ($) 05/01/13 - 10/31/13a	Expense Ratio During Period (%) 05/01/13 - 10/31/13a
Class A Shares	Actual	b	1,000.00	1,058.50	3.27	0.63
	Hypothetical	b,c	1,000.00	1,022.03	3.21	0.63
Class C Shares	Actual	b	1,000.00	1,055.60	5.85	1.13
	Hypothetical	b,c	1,000.00	1,019.51	5.75	1.13
Class R1 Shares	Actual	b	1,000.00	1,056.70	5.34	1.03
	Hypothetical	b,c	1,000.00	1,020.01	5.24	1.03
Class R2 Shares	Actual	b	1,000.00	1,056.20	4.56	0.88
	Hypothetical	b,c	1,000.00	1,020.77	4.48	0.88
Institutional Service Class Shares	Actual	b	1,000.00	1,059.80	1.97	0.38
	Hypothetical	b,c	1,000.00	1,023.29	1.94	0.38
Institutional Class Shares	Actual	b	1,000.00	1,060.80	0.68	0.13
	Hypothetical	b,c	1,000.00	1,024.55	0.66	0.13

a Expenses are based on the direct expenses of the Fund and do not include the effect of the underlying Funds’ expenses, which are disclosed in the Fee and Expense table and described more fully in a footnote to that table in your Fund Prospectus.

b Expenses are equal to the Fund’s annualized expense ratio multiplied by the average account value from May 1, 2013 through October 31, 2013 multiplied to reflect one-half year period. The expense ratio presented represents a six-month, annualized ratio in accordance with Securities and Exchange Commission guidelines.

c Represents the hypothetical 5% return before expenses.

55

Statement of Investments

October 31, 2013

Nationwide Destination 2025 Fund

Mutual Funds 99.1%
	Shares		Market Value
Alternative Assets 20.0%
Nationwide Alternatives Allocation Fund, Institutional Class (a)		4,965,190	$	48,758,162
Total Alternative Assets (cost $48,570,957)				48,758,162
Equity Funds 65.0%
Nationwide International Index Fund, Institutional Class (a)		6,050,274		51,124,817
Nationwide Mid Cap Market Index Fund, Institutional Class (a)		1,684,937		31,643,125
Nationwide S&P 500 Index Fund, Institutional Class (a)		4,012,062		58,495,858
Nationwide Small Cap Index Fund, Institutional Class (a)		1,070,171		16,855,201
Total Equity Funds (cost $121,733,228)				158,119,001
Fixed Income Funds 14.1%
Nationwide Bond Index Fund, Institutional Class (a)		2,592,340		29,345,290
Nationwide Inflation-Protected Securities Fund, Institutional Class (a)		514,648		4,858,279
Total Fixed Income Funds (cost $35,028,305)				34,203,569
Total Mutual Funds (cost $205,332,490)				241,080,732
Exchange Traded Fund 1.0%
Fixed Income Fund 1.0%
iShares Barclays 1-3 Year Credit Bond Fund		22,991		2,424,171
Total Exchange Traded Fund (cost $2,418,981)				2,424,171
Total Investments (cost $207,751,471) (b) — 100.1%				243,504,903
Liabilities in excess of other assets — (0.1)%				(128,254	)
NET ASSETS — 100.0%			$	243,376,649

(a) Investment in affiliate.

(b) See notes to financial statements for tax unrealized appreciation/(depreciation) of securities.

The accompanying notes are an integral part of these financial statements.

56

Statement of Assets and Liabilities

October 31, 2013

	Nationwide Destination 2025 Fund
Assets:
Investments in affiliates, at value (cost $205,332,490)	$	241,080,732
Investments in non-affiliates, at value (cost $2,418,981)		2,424,171
Total Investments		243,504,903
Cash		53,798
Receivable for investments sold		200,323
Receivable for capital shares issued		36,275
Total Assets		243,795,299
Liabilities:
Payable for investments purchased		52,896
Payable for capital shares redeemed		236,112
Accrued expenses and other payables:
Investment advisory fees		26,416
Distribution fees		52,971
Administrative servicing fees		49,166
Trustee fees (Note 3)		599
Professional fees		490
Total Liabilities		418,650
Net Assets	$	243,376,649
Represented by:
Capital	$	201,876,584
Accumulated undistributed net investment income		65,571
Accumulated net realized gains from affiliated and non-affiliated investments		5,681,062
Net unrealized appreciation/(depreciation) from investments in affiliates		35,748,242
Net unrealized appreciation/(depreciation) from investments in non-affiliates		5,190
Net Assets	$	243,376,649
Net Assets:
Class A Shares	$	27,833,711
Class C Shares		1,869,454
Class R1 Shares		10,739,621
Class R2 Shares		93,768,765
Institutional Service Class Shares		77,247,913
Institutional Class Shares		31,917,185
Total	$	243,376,649
Shares Outstanding (unlimited number of shares authorized):
Class A Shares		2,691,487
Class C Shares		181,684
Class R1 Shares		1,040,024
Class R2 Shares		9,084,734
Institutional Service Class Shares		7,456,286
Institutional Class Shares		3,068,160
Total		23,522,375

57

Statement of Assets and Liabilities (Continued)

October 31, 2013

	Nationwide Destination 2025 Fund
Net asset value and redemption price per share (Net assets by class divided by shares outstanding by class, respectively):
Class A Shares (a)	$	10.34
Class C Shares (b)	$	10.29
Class R1 Shares	$	10.33
Class R2 Shares	$	10.32
Institutional Service Class Shares	$	10.36
Institutional Class Shares	$	10.40
Maximum offering price per share (100%/(100%-maximum sales charge) of net asset value adjusted to the nearest cent):
Class A Shares	$	10.97
Maximum Sales Charge:
Class A Shares		5.75	%

(a) For Class A Shares, the redemption price per share is reduced by 1.00% on sales of shares of original purchases of $1,000,000 or more or that were not subject to a front-end sales charge made within 18 months of the purchase date.

(b) For Class C Shares, the redemption price per share is reduced by 1.00% for shares held less than one year.

The accompanying notes are an integral part of these financial statements.

58

Statement of Operations

For the Year Ended October 31, 2013

	Nationwide Destination 2025 Fund
INVESTMENT INCOME:
Dividend income from affiliates	$	3,804,877
Dividend income from non-affiliates		39,279
Total Income		3,844,156
EXPENSES:
Investment advisory fees		278,578
Distribution fees Class A		67,295
Distribution fees Class C		15,614
Distribution fees Class R1		65,192
Distribution fees Class R2		432,951
Administrative servicing fees Class A		67,294
Administrative servicing fees Class R1		25,074
Administrative servicing fees Class R2		216,386
Administrative servicing fees Institutional Service Class		165,861
Professional fees (Note 3)		2,238
Trustee fees (Note 3)		7,725
Total Expenses		1,344,208
NET INVESTMENT INCOME		2,499,948
REALIZED/UNREALIZED GAINS (LOSSES) FROM INVESTMENTS:
Net realized gain distributions from underlying affiliated funds		2,016,752
Net realized gains from investment transactions with affiliates		6,183,213
Net realized gains from investment transactions with non-affiliates		2,834
Net realized gains from affiliated and non-affiliated investments		8,202,799
Net change in unrealized appreciation/(depreciation) from investments in affiliates		24,097,795
Net change in unrealized appreciation/(depreciation) from investments in non-affiliates		(18,744	)
Net change in unrealized appreciation/(depreciation) from investments in affiliates and non-affiliates		24,079,051
Net realized/unrealized gains from affiliated and non-affiliated investments		32,281,850
CHANGE IN NET ASSETS RESULTING FROM OPERATIONS	$	34,781,798

The accompanying notes are an integral part of these financial statements.

59

Statements of Changes in Net Assets

	Nationwide Destination 2025 Fund
	Year Ended October 31, 2013			Year Ended October 31, 2012
Operations:
Net investment income	$	2,499,948		$	1,655,831
Net realized gains from affiliated and non-affiliated investments		8,202,799			6,851,930
Net change in unrealized appreciation/(depreciation) from investments in affiliates and non-affiliates		24,079,051			5,336,031
Change in net assets resulting from operations		34,781,798			13,843,792
Distributions to Shareholders From:
Net investment income:
Class A		(328,822	)		(239,220	)
Class C		(11,060	)		(6,153	)
Class R1		(90,548	)		(70,404	)
Class R2		(862,062	)		(605,047	)
Institutional Service Class		(946,153	)		(621,850	)
Institutional Class		(371,885	)		(222,627	)
Net realized gains:
Class A		(825,238	)		(1,169,396	)
Class C		(40,214	)		(44,988	)
Class R1		(323,330	)		(568,902	)
Class R2		(2,698,201	)		(3,834,225	)
Institutional Service Class		(1,911,615	)		(2,406,650	)
Institutional Class		(630,536	)		(691,705	)
Change in net assets from shareholder distributions		(9,039,664	)		(10,481,167	)
Change in net assets from capital transactions		32,127,173			38,320,266
Change in net assets		57,869,307			41,682,891
Net Assets:
Beginning of year		185,507,342			143,824,451
End of year	$	243,376,649		$	185,507,342
Accumulated undistributed net investment income at end of year	$	65,571		$	–
CAPITAL TRANSACTIONS:
Class A Shares
Proceeds from shares issued	$	11,567,999		$	6,026,645
Dividends reinvested		1,152,438			1,406,249
Cost of shares redeemed		(12,424,273	)		(2,874,587	)
Total Class A Shares		296,164			4,558,307
Class C Shares
Proceeds from shares issued		556,039			478,319
Dividends reinvested		51,229			51,141
Cost of shares redeemed		(43,922	)		(222,737	)
Total Class C Shares		563,346			306,723
Class R1 Shares
Proceeds from shares issued		1,459,172			2,275,464
Dividends reinvested		413,878			639,306
Cost of shares redeemed		(2,057,642	)		(2,482,997	)
Total Class R1 Shares		(184,592	)		431,773

60

Statements of Changes in Net Assets (Continued)

	Nationwide Destination 2025 Fund
	Year Ended October 31, 2013			Year Ended October 31, 2012
CAPITAL TRANSACTIONS: (continued)
Class R2 Shares
Proceeds from shares issued	$	13,899,657		$	16,030,633
Dividends reinvested		3,560,263			4,439,272
Cost of shares redeemed		(12,369,913	)		(7,474,102	)
Total Class R2 Shares		5,090,007			12,995,803
Institutional Service Class Shares
Proceeds from shares issued		22,545,092			14,920,908
Dividends reinvested		2,857,768			3,028,500
Cost of shares redeemed		(10,608,438	)		(3,763,385	)
Total Institutional Service Class Shares		14,794,422			14,186,023
Institutional Class Shares
Proceeds from shares issued		14,824,628			6,535,347
Dividends reinvested		1,002,421			914,332
Cost of shares redeemed		(4,259,223	)		(1,608,042	)
Total Institutional Class Shares		11,567,826			5,841,637
Change in net assets from capital transactions	$	32,127,173		$	38,320,266
SHARE TRANSACTIONS:
Class A Shares
Issued		1,191,867			676,732
Reinvested		126,809			167,395
Redeemed		(1,270,981	)		(323,808	)
Total Class A Shares		47,695			520,319
Class C Shares
Issued		58,820			53,792
Reinvested		5,678			6,119
Redeemed		(4,706	)		(25,276	)
Total Class C Shares		59,792			34,635
Class R1 Shares
Issued		151,049			253,516
Reinvested		45,714			76,353
Redeemed		(214,972	)		(273,515	)
Total Class R1 Shares		(18,209	)		56,354
Class R2 Shares
Issued		1,452,996			1,794,070
Reinvested		393,264			530,016
Redeemed		(1,285,725	)		(841,783	)
Total Class R2 Shares		560,535			1,482,303
Institutional Service Class Shares
Issued		2,331,378			1,669,005
Reinvested		312,792			359,344
Redeemed		(1,087,536	)		(421,733	)
Total Institutional Service Class Shares		1,556,634			1,606,616

61

Statements of Changes in Net Assets (Continued)

	Nationwide Destination 2025 Fund
	Year Ended October 31, 2013			Year Ended October 31, 2012
SHARE TRANSACTIONS: (continued)
Institutional Class Shares
Issued		1,500,432			732,808
Reinvested		109,044			107,855
Redeemed		(436,995	)		(179,189	)
Total Institutional Class Shares		1,172,481			661,474
Total change in shares		3,378,928			4,361,701

Amount designated as “–” is zero or has been rounded to zero.

The accompanying notes are an integral part of these financial statements.

62

Financial Highlights

Selected data for each share of capital outstanding throughout the periods indicated

Nationwide Destination 2025 Fund

			Operations						Distributions													Ratios/Supplemental Data
	Net Asset Value, Beginning of Period		Net Investment Income		Net Realized and Unrealized Gains from Investments		Total from Operations		Net Investment Income			Net Realized Gains			Total Distributions			Net Asset Value, End of Period		Total Return (a)		Net Assets at End of Period		Ratio of Expenses to Average Net Assets		Ratio of Net Investment Income to Average Net Assets		Ratio of Expenses (Prior to Reimbursements) to Average Net Assets		Portfolio Turnover (b)
Class A Shares
Year Ended October 31, 2013 (c)	$	9.21		0.11		1.45		1.56		(0.12	)		(0.31	)		(0.43	)	$	10.34		17.68%	$	27,833,711		0.63%		1.17%		0.63%		17.23%
Year Ended October 31, 2012 (c)	$	9.11		0.09		0.65		0.74		(0.10	)		(0.54	)		(0.64	)	$	9.21		8.82%	$	24,342,321		0.66%		1.03%		0.66%		37.48%
Year Ended October 31, 2011 (c)	$	9.02		0.15		0.12		0.27		(0.15	)		(0.03	)		(0.18	)	$	9.11		2.94%	$	19,351,261		0.82%		1.63%		0.82%		37.20%
Year Ended October 31, 2010 (c)	$	8.03		0.10		1.09		1.19		(0.13	)		(0.07	)		(0.20	)	$	9.02		14.90%	$	16,653,084		0.83%		1.15%		0.83%		9.54%
Year Ended October 31, 2009 (c)	$	7.14		0.12		0.94		1.06		(0.15	)		(0.02	)		(0.17	)	$	8.03		15.26%	$	7,071,645		0.83%		1.65%		0.83%		17.69%
Class C Shares
Year Ended October 31, 2013 (c)	$	9.17		0.06		1.46		1.52		(0.09	)		(0.31	)		(0.40	)	$	10.29		17.18%	$	1,869,454		1.13%		0.57%		1.13%		17.23%
Year Ended October 31, 2012 (c)	$	9.08		0.05		0.64		0.69		(0.06	)		(0.54	)		(0.60	)	$	9.17		8.25%	$	1,118,036		1.16%		0.53%		1.16%		37.48%
Year Ended October 31, 2011 (c)	$	9.00		0.11		0.11		0.22		(0.11	)		(0.03	)		(0.14	)	$	9.08		2.42%	$	792,694		1.33%		1.17%		1.33%		37.20%
Year Ended October 31, 2010 (c)	$	8.03		0.07		1.07		1.14		(0.10	)		(0.07	)		(0.17	)	$	9.00		14.29%	$	764,625		1.33%		0.82%		1.33%		9.54%
Year Ended October 31, 2009 (c)	$	7.13		0.09		0.94		1.03		(0.11	)		(0.02	)		(0.13	)	$	8.03		14.70%	$	273,534		1.33%		1.26%		1.33%		17.69%
Class R1 Shares
Year Ended October 31, 2013 (c)	$	9.20		0.08		1.45		1.53		(0.09	)		(0.31	)		(0.40	)	$	10.33		17.27%	$	10,739,621		1.03%		0.80%		1.03%		17.23%
Year Ended October 31, 2012 (c)	$	9.10		0.06		0.64		0.70		(0.06	)		(0.54	)		(0.60	)	$	9.20		8.39%	$	9,732,989		1.07%		0.65%		1.07%		37.48%
Year Ended October 31, 2011 (c)	$	9.02		0.11		0.12		0.23		(0.12	)		(0.03	)		(0.15	)	$	9.10		2.50%	$	9,120,057		1.23%		1.22%		1.23%		37.20%
Year Ended October 31, 2010 (c)	$	8.04		0.09		1.06		1.15		(0.10	)		(0.07	)		(0.17	)	$	9.02		14.41%	$	7,749,196		1.24%		1.04%		1.24%		9.54%
Year Ended October 31, 2009 (c)	$	7.14		0.10		0.94		1.04		(0.12	)		(0.02	)		(0.14	)	$	8.04		14.85%	$	5,216,272		1.23%		1.40%		1.23%		17.69%
Class R2 Shares
Year Ended October 31, 2013 (c)	$	9.19		0.09		1.45		1.54		(0.10	)		(0.31	)		(0.41	)	$	10.32		17.43%	$	93,768,765		0.88%		0.93%		0.88%		17.23%
Year Ended October 31, 2012 (c)	$	9.10		0.07		0.64		0.71		(0.08	)		(0.54	)		(0.62	)	$	9.19		8.45%	$	78,346,959		0.91%		0.78%		0.91%		37.48%
Year Ended October 31, 2011 (c)	$	9.01		0.13		0.12		0.25		(0.13	)		(0.03	)		(0.16	)	$	9.10		2.74%	$	64,069,479		1.08%		1.35%		1.08%		37.20%
Year Ended October 31, 2010 (c)	$	8.03		0.10		1.06		1.16		(0.11	)		(0.07	)		(0.18	)	$	9.01		14.55%	$	52,502,941		1.09%		1.14%		1.09%		9.54%
Year Ended October 31, 2009 (c)	$	7.13		0.11		0.94		1.05		(0.13	)		(0.02	)		(0.15	)	$	8.03		15.03%	$	32,035,568		1.08%		1.48%		1.08%		17.69%
Institutional Service Class Shares
Year Ended October 31, 2013 (c)	$	9.22		0.13		1.47		1.60		(0.15	)		(0.31	)		(0.46	)	$	10.36		18.07%	$	77,247,913		0.38%		1.38%		0.38%		17.23%
Year Ended October 31, 2012 (c)	$	9.13		0.11		0.64		0.75		(0.12	)		(0.54	)		(0.66	)	$	9.22		8.96%	$	54,414,481		0.41%		1.28%		0.41%		37.48%
Year Ended October 31, 2011 (c)	$	9.04		0.16		0.14		0.30		(0.18	)		(0.03	)		(0.21	)	$	9.13		3.22%	$	39,186,280		0.58%		1.74%		0.58%		37.20%
Year Ended October 31, 2010 (c)	$	8.05		0.14		1.06		1.20		(0.14	)		(0.07	)		(0.21	)	$	9.04		15.10%	$	23,298,175		0.59%		1.60%		0.59%		9.54%
Year Ended October 31, 2009 (c)	$	7.13		0.14		0.95		1.09		(0.15	)		(0.02	)		(0.17	)	$	8.05		15.76%	$	10,393,320		0.58%		1.94%		0.58%		17.69%
Institutional Class Shares
Year Ended October 31, 2013 (c)	$	9.26		0.16		1.46		1.62		(0.17	)		(0.31	)		(0.48	)	$	10.40		18.28%	$	31,917,185		0.13%		1.61%		0.13%		17.23%
Year Ended October 31, 2012 (c)	$	9.16		0.13		0.65		0.78		(0.14	)		(0.54	)		(0.68	)	$	9.26		9.30%	$	17,552,556		0.16%		1.49%		0.16%		37.48%
Year Ended October 31, 2011 (c)	$	9.07		0.19		0.13		0.32		(0.20	)		(0.03	)		(0.23	)	$	9.16		3.46%	$	11,304,680		0.33%		2.03%		0.33%		37.20%
Year Ended October 31, 2010 (c)	$	8.06		0.16		1.08		1.24		(0.16	)		(0.07	)		(0.23	)	$	9.07		15.51%	$	6,600,762		0.34%		1.92%		0.34%		9.54%
Year Ended October 31, 2009 (c)	$	7.15		0.16		0.94		1.10		(0.17	)		(0.02	)		(0.19	)	$	8.06		15.83%	$	4,349,665		0.33%		2.15%		0.33%		17.69%

(a) Excludes sales charge.

(b) Portfolio turnover is calculated on the basis of the Fund as a whole without distinguishing among the classes of shares.

(c) Per share calculations were performed using average shares method.

The accompanying notes are an integral part of these financial statements.

63

Fund Commentary Nationwide Destination 2030 Fund

For the annual period ended October 31, 2013, the Nationwide Destination 2030 Fund (Class R2) returned 20.52% versus 19.09% for its benchmark, the Morningstar® (Mstar) Lifetime Moderate 2030 Index. For broader comparison, the median return for the Fund’s closest Lipper peer category of Mixed-Asset Target 2030 Funds (consisting of 195 funds as of October 31, 2013) was 17.76% for the same time period.

The Fund’s return for the 12-month period covered in this report was primarily driven by strong positive returns across the equity markets in the U.S. and foreign developed countries. In general, U.S. equity markets led the way as large-, mid- and small- capitalization stocks posted double-digit gains. Specifically, the S&P 500® Index (representing large-cap stocks) rose more than 27%, S&P MidCap 400® Index (mid-cap stocks) increased more than 33% and Russell 2000® Index (small-cap stocks) gained more than 36%. During the period, the U.S. Federal Reserve (Fed) reaffirmed its intent to support the economy by maintaining its pace of asset purchases, helping to underpin the gains delivered in the U.S. equity markets.

The equity markets within foreign developed countries (as distinguished from emerging market countries) generally posted double-digit returns as well. The MSCI EAFE® Index (representing developed international markets) posted a gain of nearly 27% during the period. This return was helped by receding concerns regarding political and economic uncertainty in various parts of the eurozone, the Fed’s decision not to taper (gradually reduce) its pace of asset purchases and the dissipation of tensions in Syria.

With regard to intermediate-term, investment-grade U.S. fixed-income bonds, the Barclays U.S. Aggregate Bond Index (representing such U.S. bonds) posted a negative return of -1.08% during the period. Interest rates on the bellwether 10-year U.S. Treasury note increased nearly 100 basis points during the period, beginning November 2012 at 1.62%, increasing to 3.00% by early September 2013 and easing back at the end of the period to 2.56% after the Fed’s announcement to postpone the tapering of its asset purchases. The rise in interest rates

coincided with an increase in intermediate- and long-term bond prices and a decrease in bond returns for the period as a whole. Short-term interest rates remained range-bound near zero, effectively keeping returns for investments in short-term bond investments in the very low single digits, and returns for money market investments barely above zero.

As for the seven asset classes represented within the significant Fund allocation to the underlying Nationwide Alternatives Allocation Fund (Alternatives Fund) — global real estate stocks, commodities, emerging market stocks, emerging market bonds, international (developed market) bonds, U.S. high-yield bonds and U.S. Treasury Inflation-Protected Securities (TIPS) — returns were mixed during the period. Overall, the Alternatives Fund return was slightly positive with 1.28% for Institutional Class shares and made a modest positive contribution to the Fund’s return. Within the Alternatives Fund, double-digit returns were posted by the U.S. high-yield bonds and global real estate stocks sleeves with smaller positive returns generated by emerging market stocks and international (developed market) bonds. The Alternatives Fund sleeves representing commodities, TIPS and emerging market bonds, however, posted negative returns. The former sleeve was adversely affected by, among other things, slackening demand for precious metals and an oversupply of corn. The latter two sleeves were adversely affected by the gradual rise in longer-term bond prices (as noted above). In the case of TIPS, inflation remained relatively low in the U.S., causing “real” yields (current yield minus current inflation level) to be negative and a disincentive to investment. In the case of emerging market bonds, the slowing of inflows of foreign capital to many of these markets and the strengthening of the U.S. dollar against certain currencies further combined to reduce returns.

The returns from the Fund’s investments in the Nationwide S&P 500 Index Fund and Nationwide International Index Fund, combined with their relatively significant allocations within the Fund, made them the largest contributors to the Fund’s return during the period, as shown in the chart below.

64

Fund Commentary (con’t.) Nationwide Destination 2030 Fund

The negative returns from the Fund’s investments in the Nationwide Bond Index Fund and Nationwide Inflation-Protected Securities Fund made them the only detractors from the Fund’s return during the period, as shown in the chart below.

Portfolio Manager:

Thomas R. Hickey Jr., Nationwide Fund Advisors

The Fund is designed to provide diversification across a variety of asset classes, primarily by investing in underlying funds. Therefore, in addition to the expenses of the Fund, each investor is indirectly paying a proportionate share of the applicable fees and expenses of its underlying funds.

Investments in the Fund are subject to the risks of its underlying funds. The year in the Fund’s name refers to the approximate year (target date) that an investor plans to retire or begin withdrawing money from the Fund. The Fund will gradually shift its investment allocations from more aggressive investments to more conservative investments based on its target date. An investment in the Fund is not guaranteed at any time, including on or after its target date. Please refer to the summary prospectus for a more detailed explanation of the Fund’s principal risks.

Asset allocation is the process of spreading assets across several different investment styles and asset classes. The purpose is to potentially reduce long-term risk and capture potential profits across various asset classes.

There is no assurance that the investment objective of any fund (or that of any underlying fund) will be achieved or that a diversified portfolio will produce better results than a nondiversified portfolio. Diversification does not guarantee returns or insulate an investor from potential losses, including the possible loss of principal.

A description of the benchmarks can be found on the Market Index Definitions page at the back of this book.

Note:Effective September 9, 2013, important changes were made to the Fund’s allocations, most notably a reduction in the allocations to the underlying Nationwide Bond Index Fund and an increase in the allocation to the Alternatives Fund. These changes were intended to improve the risk-return characteristics of this Fund. These changes were intended to improve the risk-return characteristics of this Fund. Please see the Fund’s prospectus for more details.

Nationwide Destination 2030 Fund

Actual Underlying Fund Allocations

(as of October 31, 2013)

Nationwide S&P 500 Index Fund	27%
Nationwide International Index Fund	23%
Nationwide Alternatives Allocation Fund	20%
Nationwide Mid Cap Market Index Fund	14%
Nationwide Small Cap Index Fund	9%
Nationwide Bond Index Fund	5%
Nationwide Inflation-Protected Securities Fund	2%
	100%

Actual underlying fund allocations are stated as a percentage of the Fund’s total net assets. Allocations may change over time in order for the Fund to meet its objective or due to market and/or economic conditions. Because the Fund’s allocation may not match a particular investor’s retirement goal and an investor may have different retirement needs than anticipated, there is no guarantee that an investor will have the desired level of retirement assets available. Also, an investor may have different retirement needs than the allocation model anticipates.

65

Fund Commentary (con’t.) Nationwide Destination 2030 Fund

Contributions of Underlying Funds to Fund Performance

(For the year ended October 31, 2013)

Nationwide Destination 2030 Fund

The contribution of underlying funds to Fund performance is based on target underlying fund allocations through the reporting period. Returns reflect the impact of each underlying fund’s fees and expenses, but do not reflect the Nationwide Destination 2030 Fund’s fees and expenses. Day-to-day market activity will likely cause the Fund’s target allocations to fluctuate. Under ordinary circumstances, Nationwide Fund Advisors periodically will rebalance the assets of the Fund in order to conform its actual allocations to those stated in the then-current prospectus. The asset class target allocations are subject to change at any time and without notice. For more information, refer to the Fund’s prospectus.

66

Fund Overview Nationwide Destination 2030 Fund

Objective

The Fund seeks capital appreciation and income consistent with its current asset allocation.

Highlights

Ÿ The Fund’s investments in U.S. and foreign developed market stocks account for nearly 75% of its allocations and contributed more than 95% to the returns of the Fund during the period.

Ÿ Two of the Fund’s investments in U.S. bonds detracted from returns during the period.

Ÿ The Fund recently increased its exposure to the underlying Nationwide Alternatives Allocation Fund, thus increasing the Fund’s exposure to alternative asset classes.

Asset Allocation†

Equity Funds	73.1%
Alternative Assets	20.0%
Fixed Income Funds	7.0%
Liabilities in excess of other assets	(0.1)%
	100.0%

Top Holdings††

Nationwide S&P 500 Index Fund, Institutional Class	27.1%
Nationwide International Index Fund, Institutional Class	22.9%
Nationwide Alternatives Allocation Fund, Institutional Class	20.0%
Nationwide Mid Cap Market Index Fund, Institutional Class	14.1%
Nationwide Small Cap Index Fund, Institutional Class	8.9%
Nationwide Bond Index Fund, Institutional Class	5.0%
Nationwide Inflation-Protected Securities Fund, Institutional Class	2.0%
iShares Barclays 1-3 Year Credit Bond Fund†††	0.0%
	100.0%

† Percentages indicated are based upon net assets as of October 31, 2013.

†† Percentages indicated are based upon total investments as of October 31, 2013.

††† Amount rounds to less than 0.1%.

67

Fund Performance Nationwide Destination 2030 Fund

Average Annual Total Return

(For periods ended October 31, 2013)		1 Yr.			5 Yr.		Inception5
Class A	w/o SC1		20.74%			12.72%		4.12%
	w/SC2		13.79%			11.39%		3.13%
Class C	w/o SC1		20.32%			12.17%		3.60%
	w/SC		19.32%	3		12.17%		3.60%
Class R14			20.35%			12.25%		3.69%
Class R24			20.52%			12.41%		3.84%
Institutional Service Class4			21.14%			12.97%		15.12%
Institutional Class4			21.34%			13.26%		15.40%

Expense Ratios

	Expense Ratio*
Class A	0.93%
Class C	1.43%
Class R1	1.33%
Class R2	1.18%
Institutional Services Class	0.68%
Institutional Class	0.43%

*Current effective prospectus dated March 1, 2013. Expenses also include indirect underlying fund expenses. Please see the Fund’s most recent prospectus for details.

All figures showing the effect of a sales charge (SC) reflect the maximum charge possible, because it has the most significant effect on performance data.

¹  These returns do not reflect the effects of SCs.

²  A 5.75% front-end sales charge was deducted.

³  A 1.00% contingent deferred sales charge was deducted from the one year return because it is charged when you sell Class C shares within the first year after purchase.

⁴  Not subject to any SCs.

⁵  Since inception date of August 30, 2007.

68

Fund Performance (con’t.) Nationwide Destination 2030 Fund

Performance of a $10,000 Investment

Investment return and principal value will fluctuate, and when redeemed, shares may be worth more or less than original cost. Past performance is no guarantee of future results and does not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares. Investing in mutual funds involves market risk, including loss of principal. Performance returns assume the reinvestment of all distributions.

Comparative performance of $10,000 invested in Class R2 shares of the Nationwide Destination 2030 Fund from inception through 10/31/13 versus the Morningstar Lifetime Moderate 2030 Index and the Consumer Price Index (CPI) from 9/1/07 through 10/31/13. Unlike the Fund, the returns for these unmanaged indexes do not reflect any fees, expenses, or sales charges. Investors cannot invest directly in market indexes. A description of the benchmarks can be found on the Market Index Definitions page at the back of this book.

69

Shareholder Expense Example Nationwide Destination 2030 Fund

Nationwide Destination 2030 Fund

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, including sales charges (loads) paid on purchase payments and redemption fees; and (2) ongoing costs, including investment advisory fees, administration fees, distribution fees and other Fund expenses. The examples below are intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds. Per Securities and Exchange Commission (“SEC”) requirements, the examples assume that you had a $1,000 investment in the Class at the beginning of the reporting period (May 1, 2013) and continued to hold your shares at the end of the reporting period (October 31, 2013).

Actual Expenses

For each Class of the Fund in the table below, the first line provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid from May 1, 2013 through October 31, 2013. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line of each Class under the heading entitled “Expenses Paid During

Period” to estimate the expenses you paid on your account during this period.

Hypothetical Expenses for Comparison Purposes

The second line of each Class in the table below provides information about hypothetical account values and hypothetical expenses based on the Class’ actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Class’ actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period from May 1, 2013 through October 31, 2013. You may use this information to compare the ongoing costs of investing in the Class of the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transaction costs, such as sales charges (loads) or redemption fees. If these transaction costs were included, your costs would have been higher. Therefore, the second line for each Class in the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. The examples also assume all dividends and distributions are reinvested.

Schedule of Shareholder Expenses

Expense Analysis of a $1,000 Investment

Nationwide Destination 2030 Fund October 31, 2013			Beginning Account Value ($) 05/01/13	Ending Account Value ($) 10/31/13	Expenses Paid During Period ($) 05/01/13 - 10/31/13a	Expense Ratio During Period (%) 05/01/13 - 10/31/13a
Class A Shares	Actual	b	1,000.00	1,073.80	3.29	0.63
	Hypothetical	b,c	1,000.00	1,022.03	3.21	0.63
Class C Shares	Actual	b	1,000.00	1,070.90	5.90	1.13
	Hypothetical	b,c	1,000.00	1,019.51	5.75	1.13
Class R1 Shares	Actual	b	1,000.00	1,071.10	5.38	1.03
	Hypothetical	b,c	1,000.00	1,020.01	5.24	1.03
Class R2 Shares	Actual	b	1,000.00	1,071.60	4.59	0.88
	Hypothetical	b,c	1,000.00	1,020.77	4.48	0.88
Institutional Service Class Shares	Actual	b	1,000.00	1,075.10	1.99	0.38
	Hypothetical	b,c	1,000.00	1,023.29	1.94	0.38
Institutional Class Shares	Actual	b	1,000.00	1,076.10	0.68	0.13
	Hypothetical	b,c	1,000.00	1,024.55	0.66	0.13

a Expenses are based on the direct expenses of the Fund and do not include the effect of the underlying Funds’ expenses, which are disclosed in the Fee and Expense table and described more fully in a footnote to that table in your Fund Prospectus.

b Expenses are equal to the Fund’s annualized expense ratio multiplied by the average account value from May 1, 2013 through October 31, 2013 multiplied to reflect one-half year period. The expense ratio presented represents a six-month, annualized ratio in accordance with Securities and Exchange Commission guidelines.

c Represents the hypothetical 5% return before expenses.

70

Statement of Investments

October 31, 2013

Nationwide Destination 2030 Fund

Mutual Funds 100.1%
	Shares		Market Value
Alternative Assets 20.0%
Nationwide Alternatives Allocation Fund, Institutional Class (a)		5,200,030	$	51,064,292
Total Alternative Assets (cost $50,507,669)				51,064,292
Equity Funds 73.1%
Nationwide International Index Fund, Institutional Class (a)		6,924,690		58,513,632
Nationwide Mid Cap Market Index Fund, Institutional Class (a)		1,908,930		35,849,710
Nationwide S&P 500 Index Fund, Institutional Class (a)		4,735,546		69,044,260
Nationwide Small Cap Index Fund, Institutional Class (a)		1,448,804		22,818,666
Total Equity Funds (cost $141,286,004)				186,226,268
Fixed Income Funds 7.0%
Nationwide Bond Index Fund, Institutional Class (a)		1,126,608		12,753,205
Nationwide Inflation-Protected Securities Fund, Institutional Class (a)		532,333		5,025,224
Total Fixed Income Funds (cost $18,381,131)				17,778,429
Total Mutual Funds (cost $210,174,804)				255,068,989
Exchange Traded Fund 0.0%†
Fixed Income Fund 0.0% †
iShares Barclays 1-3 Year Credit Bond Fund		20		2,109
Total Exchange Traded Fund (cost $2,102)				2,109
Total Investments (cost $210,176,906) (b) — 100.1%				255,071,098
Liabilities in excess of other assets — (0.1)%				(127,904	)
NET ASSETS — 100.0%			$	254,943,194

(a) Investment in affiliate.

(b) See notes to financial statements for tax unrealized appreciation/(depreciation) of securities.

† Amount rounds to less than 0.1%.

The accompanying notes are an integral part of these financial statements.

71

Statement of Assets and Liabilities

October 31, 2013

	Nationwide Destination 2030 Fund
Assets:
Investments in affiliates, at value (cost $210,174,804)	$	255,068,989
Investments in non-affiliates, at value (cost $2,102)		2,109
Total Investments		255,071,098
Cash		3,938
Receivable for investments sold		198,800
Receivable for capital shares issued		66,538
Total Assets		255,340,374
Liabilities:
Payable for capital shares redeemed		264,909
Accrued expenses and other payables:
Investment advisory fees		27,787
Distribution fees		59,537
Administrative servicing fees		43,719
Trustee fees (Note 3)		716
Professional fees		512
Total Liabilities		397,180
Net Assets	$	254,943,194
Represented by:
Capital	$	198,897,302
Accumulated undistributed net investment income		22,511
Accumulated net realized gains from affiliated and non-affiliated investments		11,129,189
Net unrealized appreciation/(depreciation) from investments in affiliates		44,894,185
Net unrealized appreciation/(depreciation) from investments in non-affiliates		7
Net Assets	$	254,943,194
Net Assets:
Class A Shares	$	49,286,478
Class C Shares		1,400,404
Class R1 Shares		13,492,592
Class R2 Shares		96,468,521
Institutional Service Class Shares		63,959,756
Institutional Class Shares		30,335,443
Total	$	254,943,194
Shares Outstanding (unlimited number of shares authorized):
Class A Shares		4,698,601
Class C Shares		134,073
Class R1 Shares		1,289,971
Class R2 Shares		9,222,412
Institutional Service Class Shares		6,084,176
Institutional Class Shares		2,874,600
Total		24,303,833

72

Statement of Assets and Liabilities (Continued)

October 31, 2013

	Nationwide Destination 2030 Fund
Net asset value and redemption price per share (Net assets by class divided by shares outstanding by class, respectively):
Class A Shares (a)	$	10.49
Class C Shares (b)	$	10.45
Class R1 Shares	$	10.46
Class R2 Shares	$	10.46
Institutional Service Class Shares	$	10.51
Institutional Class Shares	$	10.55
Maximum offering price per share (100%/(100%-maximum sales charge) of net asset value adjusted to the nearest cent):
Class A Shares	$	11.13
Maximum Sales Charge:
Class A Shares		5.75	%

(a) For Class A Shares, the redemption price per share is reduced by 1.00% on sales of shares of original purchases of $1,000,000 or more or that were not subject to a front-end sales charge made within 18 months of the purchase date.

(b) For Class C Shares, the redemption price per share is reduced by 1.00% for shares held less than one year.

The accompanying notes are an integral part of these financial statements.

73

Statement of Operations

For the Year Ended October 31, 2013

	Nationwide Destination 2030 Fund
INVESTMENT INCOME:
Dividend income from affiliates	$	4,042,535
Dividend income from non-affiliates		38,378
Total Income		4,080,913
EXPENSES:
Investment advisory fees		290,915
Distribution fees Class A		113,572
Distribution fees Class C		12,586
Distribution fees Class R1		81,780
Distribution fees Class R2		439,160
Administrative servicing fees Class A		113,572
Administrative servicing fees Class R1		31,454
Administrative servicing fees Class R2		219,492
Administrative servicing fees Institutional Service Class		136,960
Professional fees (Note 3)		2,317
Trustee fees (Note 3)		8,132
Total Expenses		1,449,940
NET INVESTMENT INCOME		2,630,973
REALIZED/UNREALIZED GAINS (LOSSES) FROM INVESTMENTS:
Net realized gain distributions from underlying affiliated funds		2,398,258
Net realized gains from investment transactions with affiliates		12,302,740
Net realized losses from investment transactions with non-affiliates		(4,929	)
Net realized gains from affiliated and non-affiliated investments		14,696,069
Net change in unrealized appreciation/(depreciation) from investments in affiliates		24,789,714
Net change in unrealized appreciation/(depreciation) from investments in non-affiliates		(26,794	)
Net change in unrealized appreciation/(depreciation) from investments in affiliates and non-affiliates		24,762,920
Net realized/unrealized gains from affiliated and non-affiliated investments		39,458,989
CHANGE IN NET ASSETS RESULTING FROM OPERATIONS	$	42,089,962

The accompanying notes are an integral part of these financial statements.

74

Statements of Changes in Net Assets

	Nationwide Destination 2030 Fund
	Year Ended October 31, 2013			Year Ended October 31, 2012
Operations:
Net investment income	$	2,630,973		$	1,687,064
Net realized gains from affiliated and non-affiliated investments		14,696,069			8,213,049
Net change in unrealized appreciation/(depreciation) from investments in affiliates and non-affiliates		24,762,920			5,400,303
Change in net assets resulting from operations		42,089,962			15,300,416
Distributions to Shareholders From:
Net investment income:
Class A		(589,199	)		(424,742	)
Class C		(11,005	)		(6,502	)
Class R1		(118,244	)		(79,846	)
Class R2		(914,121	)		(584,555	)
Institutional Service Class		(808,856	)		(505,675	)
Institutional Class		(365,879	)		(234,639	)
Net realized gains:
Class A		(1,669,422	)		(1,619,827	)
Class C		(45,713	)		(45,793	)
Class R1		(469,616	)		(472,638	)
Class R2		(3,147,917	)		(2,826,341	)
Institutional Service Class		(1,834,671	)		(1,484,847	)
Institutional Class		(699,441	)		(566,473	)
Change in net assets from shareholder distributions		(10,674,084	)		(8,851,878	)
Change in net assets from capital transactions		31,650,059			29,750,565
Change in net assets		63,065,937			36,199,103
Net Assets:
Beginning of year		191,877,257			155,678,154
End of year	$	254,943,194		$	191,877,257
Accumulated undistributed net investment income at end of year	$	22,511		$	–
CAPITAL TRANSACTIONS:
Class A Shares
Proceeds from shares issued	$	35,914,483		$	6,773,398
Dividends reinvested		2,258,621			2,044,569
Cost of shares redeemed		(37,212,776	)		(4,042,768	)
Total Class A Shares		960,328			4,775,199
Class C Shares
Proceeds from shares issued		143,868			81,747
Dividends reinvested		56,718			52,295
Cost of shares redeemed		(101,867	)		(90,863	)
Total Class C Shares		98,719			43,179
Class R1 Shares
Proceeds from shares issued		1,330,475			2,239,222
Dividends reinvested		587,860			552,484
Cost of shares redeemed		(1,852,822	)		(2,099,447	)
Total Class R1 Shares		65,513			692,259

75

Statements of Changes in Net Assets (Continued)

	Nationwide Destination 2030 Fund
	Year Ended October 31, 2013			Year Ended October 31, 2012
CAPITAL TRANSACTIONS: (continued)
Class R2 Shares
Proceeds from shares issued	$	15,680,625		$	14,742,178
Dividends reinvested		4,062,038			3,410,896
Cost of shares redeemed		(11,144,644	)		(7,568,084	)
Total Class R2 Shares		8,598,019			10,584,990
Institutional Service Class Shares
Proceeds from shares issued		17,941,233			11,900,020
Dividends reinvested		2,643,527			1,990,522
Cost of shares redeemed		(8,410,336	)		(4,156,729	)
Total Institutional Service Class Shares		12,174,424			9,733,813
Institutional Class Shares
Proceeds from shares issued		14,097,601			7,006,511
Dividends reinvested		1,065,320			801,112
Cost of shares redeemed		(5,409,865	)		(3,886,498	)
Total Institutional Class Shares		9,753,056			3,921,125
Change in net assets from capital transactions	$	31,650,059		$	29,750,565
SHARE TRANSACTIONS:
Class A Shares
Issued		3,685,620			766,015
Reinvested		250,666			245,678
Redeemed		(3,825,029	)		(455,128	)
Total Class A Shares		111,257			556,565
Class C Shares
Issued		14,724			9,252
Reinvested		6,336			6,330
Redeemed		(10,469	)		(10,441	)
Total Class C Shares		10,591			5,141
Class R1 Shares
Issued		137,873			252,322
Reinvested		65,656			66,795
Redeemed		(191,021	)		(233,559	)
Total Class R1 Shares		12,508			85,558
Class R2 Shares
Issued		1,640,865			1,667,358
Reinvested		453,085			411,708
Redeemed		(1,141,779	)		(861,368	)
Total Class R2 Shares		952,171			1,217,698
Institutional Service Class Shares
Issued		1,853,409			1,338,339
Reinvested		291,655			238,179
Redeemed		(855,630	)		(462,930	)
Total Institutional Service Class Shares		1,289,434			1,113,588

76

Statements of Changes in Net Assets (Continued)

	Nationwide Destination 2030 Fund
	Year Ended October 31, 2013			Year Ended October 31, 2012
SHARE TRANSACTIONS: (continued)
Institutional Class Shares
Issued		1,421,470			787,800
Reinvested		116,758			95,269
Redeemed		(549,889	)		(437,607	)
Total Institutional Class Shares		988,339			445,462
Total change in shares		3,364,300			3,424,012

Amount designated as “–” is zero or has been rounded to zero.

The accompanying notes are an integral part of these financial statements.

77

Financial Highlights

Selected data for each share of capital outstanding throughout the periods indicated

Nationwide Destination 2030 Fund

			Operations						Distributions													Ratios/Supplemental Data
	Net Asset Value, Beginning of Period		Net Investment Income		Net Realized and Unrealized Gains from Investments		Total from Operations		Net Investment Income			Net Realized Gains			Total Distributions			Net Asset Value, End of Period		Total Return (a)		Net Assets at End of Period		Ratio of Expenses to Average Net Assets		Ratio of Net Investment Income to Average Net Assets		Ratio of Expenses (Prior to Reimbursements) to Average Net Assets		Portfolio Turnover (b)
Class A Shares
Year Ended October 31, 2013 (c)	$	9.17		0.12		1.70		1.82		(0.13	)		(0.37	)		(0.50	)	$	10.49		20.74%	$	49,286,478		0.63%		1.22%		0.63%		18.67%
Year Ended October 31, 2012 (c)	$	8.89		0.09		0.68		0.77		(0.10	)		(0.39	)		(0.49	)	$	9.17		9.26%	$	42,044,565		0.67%		1.01%		0.67%		29.14%
Year Ended October 31, 2011 (c)	$	8.81		0.15		0.12		0.27		(0.15	)		(0.04	)		(0.19	)	$	8.89		3.00%	$	35,835,375		0.83%		1.61%		0.83%		27.34%
Year Ended October 31, 2010 (c)	$	7.78		0.11		1.09		1.20		(0.12	)		(0.05	)		(0.17	)	$	8.81		15.63%	$	32,684,738		0.84%		1.36%		0.84%		7.36%
Year Ended October 31, 2009 (c)	$	6.89		0.10		0.95		1.05		(0.14	)		(0.02	)		(0.16	)	$	7.78		15.79%	$	23,551,191		0.83%		1.45%		0.83%		15.08%
Class C Shares
Year Ended October 31, 2013 (c)	$	9.13		0.07		1.71		1.78		(0.09	)		(0.37	)		(0.46	)	$	10.45		20.32%	$	1,400,404		1.13%		0.71%		1.13%		18.67%
Year Ended October 31, 2012 (c)	$	8.86		0.05		0.66		0.71		(0.05	)		(0.39	)		(0.44	)	$	9.13		8.63%	$	1,127,956		1.17%		0.51%		1.17%		29.14%
Year Ended October 31, 2011 (c)	$	8.79		0.09		0.13		0.22		(0.11	)		(0.04	)		(0.15	)	$	8.86		2.51%	$	1,048,796		1.33%		0.97%		1.33%		27.34%
Year Ended October 31, 2010 (c)	$	7.77		0.07		1.09		1.16		(0.09	)		(0.05	)		(0.14	)	$	8.79		15.12%	$	802,611		1.33%		0.80%		1.33%		7.36%
Year Ended October 31, 2009 (c)	$	6.88		0.06		0.95		1.01		(0.10	)		(0.02	)		(0.12	)	$	7.77		15.10%	$	304,217		1.32%		0.85%		1.32%		15.08%
Class R1 Shares
Year Ended October 31, 2013 (c)	$	9.14		0.08		1.70		1.78		(0.09	)		(0.37	)		(0.46	)	$	10.46		20.35%	$	13,492,592		1.03%		0.83%		1.03%		18.67%
Year Ended October 31, 2012 (c)	$	8.87		0.05		0.67		0.72		(0.06	)		(0.39	)		(0.45	)	$	9.14		8.74%	$	11,678,780		1.07%		0.60%		1.07%		29.14%
Year Ended October 31, 2011 (c)	$	8.79		0.10		0.14		0.24		(0.12	)		(0.04	)		(0.16	)	$	8.87		2.69%	$	10,572,264		1.23%		1.11%		1.23%		27.34%
Year Ended October 31, 2010 (c)	$	7.78		0.08		1.08		1.16		(0.10	)		(0.05	)		(0.15	)	$	8.79		15.05%	$	7,769,345		1.23%		1.00%		1.23%		7.36%
Year Ended October 31, 2009 (c)	$	6.88		0.08		0.94		1.02		(0.10	)		(0.02	)		(0.12	)	$	7.78		15.25%	$	4,980,319		1.23%		1.22%		1.23%		15.08%
Class R2 Shares
Year Ended October 31, 2013 (c)	$	9.14		0.09		1.71		1.80		(0.11	)		(0.37	)		(0.48	)	$	10.46		20.52%	$	96,468,521		0.88%		0.95%		0.88%		18.67%
Year Ended October 31, 2012 (c)	$	8.87		0.07		0.67		0.74		(0.08	)		(0.39	)		(0.47	)	$	9.14		8.91%	$	75,603,163		0.91%		0.75%		0.91%		29.14%
Year Ended October 31, 2011 (c)	$	8.79		0.12		0.13		0.25		(0.13	)		(0.04	)		(0.17	)	$	8.87		2.83%	$	62,553,329		1.08%		1.30%		1.08%		27.34%
Year Ended October 31, 2010 (c)	$	7.77		0.09		1.09		1.18		(0.11	)		(0.05	)		(0.16	)	$	8.79		15.32%	$	49,279,996		1.09%		1.09%		1.09%		7.36%
Year Ended October 31, 2009 (c)	$	6.88		0.10		0.92		1.02		(0.11	)		(0.02	)		(0.13	)	$	7.77		15.31%	$	28,154,823		1.08%		1.39%		1.08%		15.08%
Institutional Service Class Shares
Year Ended October 31, 2013 (c)	$	9.18		0.14		1.71		1.85		(0.15	)		(0.37	)		(0.52	)	$	10.51		21.14%	$	63,959,756		0.38%		1.41%		0.38%		18.67%
Year Ended October 31, 2012 (c)	$	8.91		0.11		0.67		0.78		(0.12	)		(0.39	)		(0.51	)	$	9.18		9.40%	$	44,037,894		0.41%		1.25%		0.41%		29.14%
Year Ended October 31, 2011 (c)	$	8.82		0.16		0.14		0.30		(0.17	)		(0.04	)		(0.21	)	$	8.91		3.36%	$	32,793,397		0.58%		1.73%		0.58%		27.34%
Year Ended October 31, 2010 (c)	$	7.79		0.13		1.09		1.22		(0.14	)		(0.05	)		(0.19	)	$	8.82		15.86%	$	21,130,412		0.59%		1.55%		0.59%		7.36%
Year Ended October 31, 2009 (c)	$	6.89		0.13		0.93		1.06		(0.14	)		(0.02	)		(0.16	)	$	7.79		15.96%	$	9,006,401		0.58%		1.81%		0.58%		15.08%
Institutional Class Shares
Year Ended October 31, 2013 (c)	$	9.22		0.16		1.72		1.88		(0.18	)		(0.37	)		(0.55	)	$	10.55		21.34%	$	30,335,443		0.13%		1.62%		0.13%		18.67%
Year Ended October 31, 2012 (c)	$	8.94		0.13		0.68		0.81		(0.14	)		(0.39	)		(0.53	)	$	9.22		9.75%	$	17,384,899		0.16%		1.47%		0.16%		29.14%
Year Ended October 31, 2011 (c)	$	8.85		0.18		0.14		0.32		(0.19	)		(0.04	)		(0.23	)	$	8.94		3.60%	$	12,874,993		0.33%		1.98%		0.33%		27.34%
Year Ended October 31, 2010 (c)	$	7.81		0.16		1.08		1.24		(0.15	)		(0.05	)		(0.20	)	$	8.85		16.14%	$	8,041,558		0.34%		1.90%		0.34%		7.36%
Year Ended October 31, 2009 (c)	$	6.90		0.14		0.95		1.09		(0.16	)		(0.02	)		(0.18	)	$	7.81		16.33%	$	5,757,085		0.33%		1.99%		0.33%		15.08%

(a) Excludes sales charge.

(b) Portfolio turnover is calculated on the basis of the Fund as a whole without distinguishing among the classes of shares.

(c) Per share calculations were performed using average shares method.

The accompanying notes are an integral part of these financial statements.

78

Fund Commentary Nationwide Destination 2035 Fund

For the annual period ended October 31, 2013, the Nationwide Destination 2035 Fund (Class R2) returned 22.91% versus 21.39% for its benchmark, the Morningstar® (Mstar) Lifetime Moderate 2035 Index. For broader comparison, the median return for the Fund’s closest Lipper peer category of Mixed-Asset Target 2035 Funds (consisting of 142 funds as of October 31, 2013) was 20.44% for the same time period.

The Fund’s return for the 12-month period covered in this report was primarily driven by strong positive returns across the equity markets in the U.S. and foreign developed countries. In general, U.S. equity markets led the way as large-, mid- and small-capitalization stocks posted double-digit gains. Specifically, the S&P 500® Index (representing large-cap stocks) rose more than 27%, S&P MidCap 400® Index (mid-cap stocks) increased more than 33% and Russell 2000® Index (small-cap stocks) gained more than 36%. During the period, the U.S. Federal Reserve (Fed) reaffirmed its intent to support the economy by maintaining its pace of asset purchases, helping to underpin the gains delivered in the U.S. equity markets.

The equity markets within foreign developed countries (as distinguished from emerging market countries) generally posted double-digit returns as well. The MSCI EAFE® Index (representing developed international markets) posted a gain of nearly 27% during the period. This return was helped by receding concerns regarding political and economic uncertainty in various parts of the eurozone, the Fed’s decision not to taper (gradually reduce) its pace of asset purchases and the dissipation of tensions in Syria.

With regard to intermediate-term, investment-grade U.S. fixed-income bonds, the Barclays U.S. Aggregate Bond Index (representing such U.S. bonds) posted a negative return of -1.08% during the period. Interest rates on the bellwether 10-year U.S. Treasury note increased nearly 100 basis points during the period, beginning November 2012 at 1.62%, increasing to 3.00% by early September 2013 and easing back at the end of the period to 2.56% after the Fed’s announcement to postpone the tapering of its asset purchases. The rise in interest rates

coincided with an increase in intermediate- and long-term bond prices and a decrease in bond returns for the period as a whole. Short-term interest rates remained range-bound near zero, effectively keeping returns for investments in short-term bond investments in the very low single digits, and returns for money market investments barely above zero.

As for the seven asset classes represented within the significant Fund allocation to the underlying Nationwide Alternatives Allocation Fund (Alternatives Fund) — global real estate stocks, commodities, emerging market stocks, emerging market bonds, international (developed market) bonds, U.S. high-yield bonds and U.S. Treasury Inflation-Protected Securities (TIPS) — returns were mixed during the period. Overall, the Alternatives Fund return was slightly positive with 1.28% for Institutional Class shares) and made a modest positive contribution to the Fund’s return. Within the Alternatives Fund, double-digit returns were posted by the U.S. high-yield bonds and global real estate stocks sleeves with smaller positive returns generated by emerging market stocks and international (developed market) bonds. The Alternatives Fund sleeves representing commodities, TIPS and emerging market bonds, however, posted negative returns. The former sleeve was adversely affected by, among other things, slackening demand for precious metals and an oversupply of corn. The latter two sleeves were adversely affected by the gradual rise in longer-term bond prices (as noted above). In the case of TIPS, inflation remained relatively low in the U.S., causing “real” yields (current yield minus current inflation level) to be negative and a disincentive to investment. In the case of emerging market bonds, the slowing of inflows of foreign capital to many of these markets and the strengthening of the U.S. dollar against certain currencies further combined to reduce returns.

The returns from the Fund’s investments in the Nationwide S&P 500 Index Fund and Nationwide International Index Fund, combined with their relatively significant allocations within the Fund, made them the largest contributors to the Fund’s return during the period, as shown in the chart below.

79

Fund Commentary (con’t.) Nationwide Destination 2035 Fund

The negative return from the Fund’s investment in the Nationwide Bond Index Fund was the only detractor from the Fund’s return during the period, as shown in the chart below.

Portfolio Manager:

Thomas R. Hickey Jr., Nationwide Fund Advisors

The Fund is designed to provide diversification across a variety of asset classes, primarily by investing in underlying funds. Therefore, in addition to the expenses of the Fund, each investor is indirectly paying a proportionate share of the applicable fees and expenses of its underlying funds.

Investments in the Fund are subject to the risks of its underlying funds. The year in the Fund’s name refers to the approximate year (target date) that an investor plans to retire or begin withdrawing money from the Fund. The Fund will gradually shift its investment allocations from more aggressive investments to more conservative investments based on its target date. An investment in the Fund is not guaranteed at any time, including on or after its target date. Please refer to the summary prospectus for a more detailed explanation of the Fund’s principal risks.

Asset allocation is the process of spreading assets across several different investment styles and asset classes. The purpose is to potentially reduce long-term risk and capture potential profits across various asset classes.

There is no assurance that the investment objective of any fund (or that of any underlying fund) will be achieved or that a diversified portfolio will produce better results than a nondiversified portfolio. Diversification does not guarantee returns or insulate an investor from potential losses, including the possible loss of principal.

A description of the benchmarks can be found on the Market Index Definitions page at the back of this book.

Note:Effective September 9, 2013, important changes were made to the Fund’s allocations, most notably a reduction in the allocations to the underlying Nationwide S&P 500 Index Fund and Nationwide International Index Fund, and an increase in the allocation to the Alternatives Fund. These changes were intended to improve the risk-return characteristics of this Fund. These changes were intended to improve the risk-return characteristics of this Fund. Please see the Fund’s prospectus for more details.

Nationwide Destination 2035 Fund

Actual Underlying Fund Allocations

(as of October 31, 2013)

Nationwide S&P 500 Index Fund	28%
Nationwide International Index Fund	24%
Nationwide Mid Cap Market Index Fund	15%
Nationwide Small Cap Index Fund	11%
Nationwide Alternatives Allocation Fund	20%
Nationwide Bond Index Fund	2%
	100%

Actual underlying fund allocations are stated as a percentage of the Fund’s total net assets. Allocations may change over time in order for the Fund to meet its objective or due to market and/or economic conditions. Because the Fund’s allocation may not match a particular investor’s retirement goal and an investor may have different retirement needs than anticipated, there is no guarantee that an investor will have the desired level of retirement assets available. Also, an investor may have different retirement needs than the allocation model anticipates.

80

Fund Commentary (con’t.) Nationwide Destination 2035 Fund

Contributions of Underlying Funds to Fund Performance

(For the year ended October 31, 2013)

Nationwide Destination 2035 Fund

The contribution of underlying funds to Fund performance is based on target underlying fund allocations through the reporting period. Returns reflect the impact of each underlying fund’s fees and expenses, but do not reflect the Nationwide Destination 2035 Fund’s fees and expenses. Day-to-day market activity will likely cause the Fund’s target allocations to fluctuate. Under ordinary circumstances, Nationwide Fund Advisors periodically will rebalance the assets of the Fund in order to conform its actual allocations to those stated in the then-current prospectus. The asset class target allocations are subject to change at any time and without notice. For more information, refer to the Fund’s prospectus.

81

Fund Overview Nationwide Destination 2035 Fund

Objective

The Fund seeks capital appreciation and income consistent with its current asset allocation.

Highlights

Ÿ The Fund’s investments in U.S. and foreign developed market stocks account for nearly 83% of its allocations and contributed more than 95% to the returns of the Fund during the period.

Ÿ The Fund’s return in the Nationwide Bond Index Fund detracted from returns during the period.

Ÿ The Fund recently increased its exposure to the underlying Nationwide Alternatives Allocation Fund, thus increasing the Fund’s exposure to alternative asset classes.

Asset Allocation†

Equity Funds	78.0%
Alternative Assets	20.1%
Fixed Income Funds	2.0%
Liabilities in excess of other assets	(0.1)%
	100.0%

Top Holdings††

Nationwide S&P 500 Index Fund, Institutional Class	28.0%
Nationwide International Index Fund, Institutional Class	24.0%
Nationwide Alternatives Allocation Fund, Institutional Class	20.0%
Nationwide Mid Cap Market Index Fund, Institutional Class	15.1%
Nationwide Small Cap Index Fund, Institutional Class	10.9%
Nationwide Bond Index Fund, Institutional Class	2.0%
iShares Barclays 1-3 Year Credit Bond Fund†††	0.0%
	100.0%

† Percentages indicated are based upon net assets as of October 31, 2013.

†† Percentages indicated are based upon total investments as of October 31, 2013.

††† Amount rounds to less than 0.1%.

82

Fund Performance Nationwide Destination 2035 Fund

Average Annual Total Return

(For periods ended October 31, 2013)		1 Yr.			5 Yr.		Inception5
Class A	w/o SC1		23.24%			13.34%		4.14%
	w/SC2		16.21%			12.00%		3.14%
Class C	w/o SC1		22.57%			12.78%		3.60%
	w/SC		21.57%	3		12.78%		3.60%
Class R14			22.61%			12.85%		3.68%
Class R24			22.91%			13.06%		3.88%
Institutional Service Class4			23.52%			13.61%		4.35%
Institutional Class4			23.71%			13.90%		4.63%

Expense Ratios

	Expense Ratio*
Class A	0.93%
Class C	1.43%
Class R1	1.33%
Class R2	1.18%
Institutional Services Class	0.68%
Institutional Class	0.43%

*Current effective prospectus dated March 1, 2013. Expenses also include indirect underlying fund expenses. Please see the Fund’s most recent prospectus for details.

All figures showing the effect of a sales charge (SC) reflect the maximum charge possible, because it has the most significant effect on performance data.

¹  These returns do not reflect the effects of SCs.

²  A 5.75% front-end sales charge was deducted.

³  A 1.00% contingent deferred sales charge was deducted from the one year return because it is charged when you sell Class C shares within the first year after purchase.

⁴  Not subject to any SCs.

⁵  Since inception date of August 30, 2007.

83

Fund Performance (con’t.) Nationwide Destination 2035 Fund

Performance of a $10,000 Investment

Investment return and principal value will fluctuate, and when redeemed, shares may be worth more or less than original cost. Past performance is no guarantee of future results and does not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares. Investing in mutual funds involves market risk, including loss of principal. Performance returns assume the reinvestment of all distributions.

Comparative performance of $10,000 invested in Class R2 shares of the Nationwide Destination 2035 Fund from inception through 10/31/13 versus the Morningstar Lifetime Moderate 2035 Index and the Consumer Price Index (CPI) from 9/1/07 through 10/31/13. Unlike the Fund, the returns for these unmanaged indexes do not reflect any fees, expenses, or sales charges. Investors cannot invest directly in market indexes. A description of the benchmarks can be found on the Market Index Definitions page at the back of this book.

84

Shareholder Expense Example Nationwide Destination 2035 Fund

Nationwide Destination 2035 Fund

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, including sales charges (loads) paid on purchase payments and redemption fees; and (2) ongoing costs, including investment advisory fees, administration fees, distribution fees and other Fund expenses. The examples below are intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds. Per Securities and Exchange Commission (“SEC”) requirements, the examples assume that you had a $1,000 investment in the Class at the beginning of the reporting period (May 1, 2013) and continued to hold your shares at the end of the reporting period (October 31, 2013).

Actual Expenses

For each Class of the Fund in the table below, the first line provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid from May 1, 2013 through October 31, 2013. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line of each Class under the heading entitled “Expenses Paid During

Period” to estimate the expenses you paid on your account during this period.

Hypothetical Expenses for Comparison Purposes

The second line of each Class in the table below provides information about hypothetical account values and hypothetical expenses based on the Class’ actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Class’ actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period from May 1, 2013 through October 31, 2013. You may use this information to compare the ongoing costs of investing in the Class of the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transaction costs, such as sales charges (loads) or redemption fees. If these transaction costs were included, your costs would have been higher. Therefore, the second line for each Class in the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. The examples also assume all dividends and distributions are reinvested.

Schedule of Shareholder Expenses

Expense Analysis of a $1,000 Investment

Nationwide Destination 2035 Fund (October 31, 2013)			Beginning Account Value ($) 05/01/13	Ending Account Value ($) 10/31/13	Expenses Paid During Period ($) 05/01/13 - 10/31/13a	Expense Ratio During Period (%) 05/01/13 - 10/31/13a
Class A Shares	Actual	b	1,000.00	1,084.50	3.31	0.63
	Hypotheticalb,c		1,000.00	1,022.03	3.21	0.63
Class C Shares	Actual	b	1,000.00	1,081.10	5.93	1.13
	Hypotheticalb,c		1,000.00	1,019.51	5.75	1.13
Class R1 Shares	Actual	b	1,000.00	1,080.80	5.40	1.03
	Hypotheticalb,c		1,000.00	1,020.01	5.24	1.03
Class R2 Shares	Actual	b	1,000.00	1,083.60	4.62	0.88
	Hypotheticalb,c		1,000.00	1,020.77	4.48	0.88
Institutional Service Class Shares	Actual	b	1,000.00	1,085.80	2.00	0.38
	Hypotheticalb,c		1,000.00	1,023.29	1.94	0.38
Institutional Class Shares	Actual	b	1,000.00	1,086.80	0.74	0.14
	Hypotheticalb,c		1,000.00	1,024.50	0.71	0.14

a Expenses are based on the direct expenses of the Fund and do not include the effect of the underlying Funds’ expenses, which are disclosed in the Fee and Expense table and described more fully in a footnote to that table in your Fund Prospectus.

b Expenses are equal to the Fund’s annualized expense ratio multiplied by the average account value from May 1, 2013 through October 31, 2013 multiplied to reflect one-half year period. The expense ratio presented represents a six-month, annualized ratio in accordance with Securities and Exchange Commission guidelines.

c Represents the hypothetical 5% return before expenses.

85

Statement of Investments

October 31, 2013

Nationwide Destination 2035 Fund

Mutual Funds 100.1%
	Shares		Market Value
Alternative Assets 20.1%
Nationwide Alternatives Allocation Fund, Institutional Class (a)		3,341,791	$	32,816,388
Total Alternative Assets (cost $32,255,319)				32,816,388
Equity Funds 78.0%
Nationwide International Index Fund, Institutional Class (a)		4,658,946		39,368,092
Nationwide Mid Cap Market Index Fund, Institutional Class (a)		1,311,038		24,621,290
Nationwide S&P 500 Index Fund, Institutional Class. (a)		3,150,106		45,928,543
Nationwide Small Cap Index Fund, Institutional Class (a)		1,135,615		17,885,931
Total Equity Funds (cost $99,811,429)				127,803,856
Fixed Income Fund 2.0%
Nationwide Bond Index Fund, Institutional Class (a)		290,512		3,288,594
Total Fixed Income Fund (cost $3,359,277)				3,288,594
Total Mutual Funds (cost $135,426,025)				163,908,838
Exchange Traded Fund 0.0%†
Fixed Income Fund 0.0%†
iShares Barclays 1-3 Year Credit Bond Fund		1		105
Total Exchange Traded Fund (cost $105)				105
Total Investments (cost $135,426,130) (b) — 100.1%				163,908,943
Liabilities in excess of other assets — (0.1)%				(84,145	)
NET ASSETS — 100.0%			$	163,824,798

(a) Investment in affiliate.

(b) See notes to financial statements for tax unrealized appreciation/(depreciation) of securities.

† Amount rounds to less than 0.1%.

The accompanying notes are an integral part of these financial statements.

86

Statement of Assets and Liabilities

October 31, 2013

	Nationwide Destination 2035 Fund
Assets:
Investments in affiliates, at value (cost $135,426,025)	$	163,908,838
Investments in non-affiliates, at value (cost $105)		105
Total Investments		163,908,943
Cash		60
Receivable for investments sold		410,539
Receivable for capital shares issued		22,163
Total Assets		164,341,705
Liabilities:
Payable for capital shares redeemed		432,768
Accrued expenses and other payables:
Investment advisory fees		17,826
Distribution fees		38,521
Administrative servicing fees		26,848
Trustee fees (Note 3)		626
Professional fees (Note 3)		318
Total Liabilities		516,907
Net Assets	$	163,824,798
Represented by:
Capital	$	129,345,076
Accumulated net realized gains from affiliated and non-affiliated investments		5,996,909
Net unrealized appreciation/(depreciation) from investments in affiliates		28,482,813
Net Assets	$	163,824,798
Net Assets:
Class A Shares	$	16,026,739
Class C Shares		1,384,187
Class R1 Shares		3,691,252
Class R2 Shares		75,700,964
Institutional Service Class Shares		45,549,609
Institutional Class Shares		21,472,047
Total	$	163,824,798
Shares Outstanding (unlimited number of shares authorized):
Class A Shares		1,502,567
Class C Shares		130,993
Class R1 Shares		347,089
Class R2 Shares		7,124,375
Institutional Service Class Shares		4,265,176
Institutional Class Shares		2,002,491
Total		15,372,691

87

Statement of Assets and Liabilities (Continued)

October 31, 2013

	Nationwide Destination 2035 Fund
Net asset value and redemption price per share (Net assets by class divided by shares outstanding by class, respectively):
Class A Shares (a)	$	10.67
Class C Shares (b)	$	10.57
Class R1 Shares	$	10.63
Class R2 Shares	$	10.63
Institutional Service Class Shares	$	10.68
Institutional Class Shares	$	10.72
Maximum offering price per share (100%/(100%-maximum sales charge) of net asset value adjusted to the nearest cent):
Class A Shares	$	11.32
Maximum Sales Charge:
Class A Shares		5.75	%

(a) For Class A Shares, the redemption price per share is reduced by 1.00% on sales of shares of original purchases of $1,000,000 or more or that were not subject to a front-end sales charge made within 18 months of the purchase date.

(b) For Class C Shares, the redemption price per share is reduced by 1.00% for shares held less than one year.

The accompanying notes are an integral part of these financial statements.

88

Statement of Operations

For the Year Ended October 31, 2013

	Nationwide Destination 2035 Fund
INVESTMENT INCOME:
Dividend income from affiliates	$	2,548,376
Dividend income from non-affiliates		15,704
Total Income		2,564,080
EXPENSES:
Investment advisory fees		179,028
Distribution fees Class A		35,885
Distribution fees Class C		12,552
Distribution fees Class R1		20,711
Distribution fees Class R2		331,014
Administrative servicing fees Class A		35,885
Administrative servicing fees Class R1		7,966
Administrative servicing fees Class R2		165,443
Administrative servicing fees Institutional Service Class		91,300
Professional fees (Note 3)		1,441
Trustee fees (Note 3)		5,175
Total Expenses		886,400
NET INVESTMENT INCOME		1,677,680
REALIZED/UNREALIZED GAINS (LOSSES) FROM INVESTMENTS:
Net realized gain distributions from underlying affiliated funds		1,514,678
Net realized gains from investment transactions with affiliates		6,196,749
Net realized losses from investment transactions with non-affiliates		(7,077	)
Net realized gains from affiliated and non-affiliated investments		7,704,350
Net change in unrealized appreciation/(depreciation) from investments in affiliates		19,137,918
Net change in unrealized appreciation/(depreciation) from investments in non-affiliates		(6,327	)
Net change in unrealized appreciation/(depreciation) from investments in affiliates and non-affiliates		19,131,591
Net realized/unrealized gains from affiliated and non-affiliated investments		26,835,941
CHANGE IN NET ASSETS RESULTING FROM OPERATIONS	$	28,513,621

The accompanying notes are an integral part of these financial statements.

89

Statements of Changes in Net Assets

	Nationwide Destination 2035 Fund
	Year Ended October 31, 2013			Year Ended October 31, 2012
Operations:
Net investment income	$	1,677,680		$	952,552
Net realized gains from affiliated and non-affiliated investments		7,704,350			4,175,368
Net change in unrealized appreciation/(depreciation) from investments in affiliates and non-affiliates		19,131,591			3,870,146
Change in net assets resulting from operations		28,513,621			8,998,066
Distributions to Shareholders From:
Net investment income:
Class A		(191,758	)		(123,786	)
Class C		(11,940	)		(3,946	)
Class R1		(30,682	)		(20,706	)
Class R2		(728,956	)		(425,386	)
Institutional Service Class		(550,904	)		(301,315	)
Institutional Class		(286,500	)		(173,986	)
Net realized gains:
Class A		(427,913	)		(294,516	)
Class C		(37,998	)		(7,827	)
Class R1		(93,467	)		(86,192	)
Class R2		(1,970,670	)		(1,286,846	)
Institutional Service Class		(990,348	)		(555,792	)
Institutional Class		(458,732	)		(280,772	)
Change in net assets from shareholder distributions		(5,779,868	)		(3,561,070	)
Change in net assets from capital transactions		27,975,336			24,560,447
Change in net assets		50,709,089			29,997,443
Net Assets:
Beginning of year		113,115,709			83,118,266
End of year	$	163,824,798		$	113,115,709
CAPITAL TRANSACTIONS:
Class A Shares
Proceeds from shares issued	$	5,146,579		$	3,273,852
Dividends reinvested		619,671			418,302
Cost of shares redeemed		(4,634,628	)		(1,491,824	)
Total Class A Shares		1,131,622			2,200,330
Class C Shares
Proceeds from shares issued		223,048			795,218
Dividends reinvested		49,938			11,773
Cost of shares redeemed		(130,974	)		(67,075	)
Total Class C Shares		142,012			739,916
Class R1 Shares
Proceeds from shares issued		727,065			929,670
Dividends reinvested		124,149			106,898
Cost of shares redeemed		(428,750	)		(1,088,988	)
Total Class R1 Shares		422,464			(52,420	)

90

Statements of Changes in Net Assets (Continued)

	Nationwide Destination 2035 Fund
	Year Ended October 31, 2013			Year Ended October 31, 2012
CAPITAL TRANSACTIONS: (continued)
Class R2 Shares
Proceeds from shares issued	$	12,930,574		$	12,786,044
Dividends reinvested		2,699,626			1,712,232
Cost of shares redeemed		(6,736,277	)		(4,574,083	)
Total Class R2 Shares		8,893,923			9,924,193
Institutional Service Class Shares
Proceeds from shares issued		15,016,321			9,641,979
Dividends reinvested		1,541,252			857,107
Cost of shares redeemed		(4,883,168	)		(2,149,527	)
Total Institutional Service Class Shares		11,674,405			8,349,559
Institutional Class Shares
Proceeds from shares issued		8,784,398			4,631,795
Dividends reinvested		745,232			454,758
Cost of shares redeemed		(3,818,720	)		(1,687,684	)
Total Institutional Class Shares		5,710,910			3,398,869
Change in net assets from capital transactions	$	27,975,336		$	24,560,447
SHARE TRANSACTIONS:
Class A Shares
Issued		525,442			374,565
Reinvested		68,660			50,755
Redeemed		(472,765	)		(169,752	)
Total Class A Shares		121,337			255,568
Class C Shares
Issued		23,713			91,389
Reinvested		5,608			1,433
Redeemed		(13,482	)		(7,692	)
Total Class C Shares		15,839			85,130
Class R1 Shares
Issued		74,456			107,637
Reinvested		13,858			13,100
Redeemed		(43,402	)		(121,996	)
Total Class R1 Shares		44,912			(1,259	)
Class R2 Shares
Issued		1,340,041			1,467,171
Reinvested		301,233			209,156
Redeemed		(692,362	)		(525,277	)
Total Class R2 Shares		948,912			1,151,050
Institutional Service Class Shares
Issued		1,535,991			1,095,751
Reinvested		169,790			103,550
Redeemed		(490,529	)		(245,202	)
Total Institutional Service Class Shares		1,215,252			954,099

91

Statements of Changes in Net Assets (Continued)

	Nationwide Destination 2035 Fund
	Year Ended October 31, 2013			Year Ended October 31, 2012
SHARE TRANSACTIONS: (continued)
Institutional Class Shares
Issued		879,431			529,395
Reinvested		81,537			54,636
Redeemed		(389,075	)		(195,502	)
Total Institutional Class Shares		571,893			388,529
Total change in shares		2,918,145			2,833,117

The accompanying notes are an integral part of these financial statements.

92

Financial Highlights

Selected data for each share of capital outstanding throughout the periods indicated

Nationwide Destination 2035 Fund

			Operations						Distributions													Ratios/Supplemental Data
	Net Asset Value, Beginning of Period		Net Investment Income		Net Realized and Unrealized Gains from Investments		Total from Operations		Net Investment Income			Net Realized Gains			Total Distributions			Net Asset Value, End of Period		Total Return (a)		Net Assets at End of Period		Ratio of Expenses to Average Net Assets		Ratio of Net Investment Income to Average Net  Assets		Ratio of Expenses (Prior to Reimbursements) to Average Net Assets		Portfolio Turnover (b)
Class A Shares
Year Ended October 31, 2013 (c)	$	9.09		0.12		1.91		2.03		(0.14	)		(0.31	)		(0.45	)	$	10.67		23.24%	$	16,026,739		0.63%		1.25%		0.63%		18.63%
Year Ended October 31, 2012 (c)	$	8.65		0.09		0.70		0.79		(0.10	)		(0.25	)		(0.35	)	$	9.09		9.60%	$	12,557,034		0.66%		0.99%		0.66%		19.07%
Year Ended October 31, 2011 (c)	$	8.54		0.13		0.15		0.28		(0.15	)		(0.02	)		(0.17	)	$	8.65		3.19%	$	9,734,398		0.83%		1.42%		0.83%		26.04%
Year Ended October 31, 2010 (c)	$	7.53		0.08		1.13		1.21		(0.12	)		(0.08	)		(0.20	)	$	8.54		16.20%	$	6,517,439		0.83%		1.00%		0.83%		9.62%
Year Ended October 31, 2009 (c)	$	6.68		0.11		0.90		1.01		(0.13	)		(0.03	)		(0.16	)	$	7.53		15.49%	$	2,098,910		0.83%		1.56%		0.83%		18.42%
Class C Shares
Year Ended October 31, 2013 (c)	$	9.02		0.07		1.89		1.96		(0.10	)		(0.31	)		(0.41	)	$	10.57		22.57%	$	1,384,187		1.13%		0.76%		1.13%		18.63%
Year Ended October 31, 2012 (c)	$	8.60		0.04		0.70		0.74		(0.07	)		(0.25	)		(0.32	)	$	9.02		9.16%	$	1,038,535		1.15%		0.42%		1.15%		19.07%
Year Ended October 31, 2011(c)	$	8.49		0.10		0.13		0.23		(0.10	)		(0.02	)		(0.12	)	$	8.60		2.60%	$	258,058		1.33%		1.11%		1.33%		26.04%
Year Ended October 31, 2010 (c)	$	7.50		0.06		1.10		1.16		(0.09	)		(0.08	)		(0.17	)	$	8.49		15.63%	$	248,436		1.33%		0.78%		1.33%		9.62%
Year Ended October 31, 2009 (c)	$	6.65		0.09		0.88		0.97		(0.09	)		(0.03	)		(0.12	)	$	7.50		14.97%	$	78,692		1.33%		1.35%		1.33%		18.42%
Class R1 Shares
Year Ended October 31, 2013 (c)	$	9.07		0.08		1.89		1.97		(0.10	)		(0.31	)		(0.41	)	$	10.63		22.61%	$	3,691,252		1.03%		0.84%		1.03%		18.63%
Year Ended October 31, 2012 (c)	$	8.63		0.05		0.70		0.75		(0.06	)		(0.25	)		(0.31	)	$	9.07		9.16%	$	2,740,456		1.07%		0.63%		1.07%		19.07%
Year Ended October 31, 2011 (c)	$	8.52		0.09		0.16		0.25		(0.12	)		(0.02	)		(0.14	)	$	8.63		2.86%	$	2,617,473		1.23%		1.01%		1.23%		26.04%
Year Ended October 31, 2010 (c)	$	7.52		0.08		1.09		1.17		(0.09	)		(0.08	)		(0.17	)	$	8.52		15.73%	$	908,658		1.23%		1.00%		1.23%		9.62%
Year Ended October 31, 2009 (c)	$	6.67		0.09		0.88		0.97		(0.09	)		(0.03	)		(0.12	)	$	7.52		14.90%	$	668,175		1.23%		1.43%		1.23%		18.42%
Class R2 Shares
Year Ended October 31, 2013 (c)	$	9.06		0.10		1.89		1.99		(0.11	)		(0.31	)		(0.42	)	$	10.63		22.91%	$	75,700,964		0.88%		1.00%		0.88%		18.63%
Year Ended October 31, 2012 (c)	$	8.62		0.07		0.70		0.77		(0.08	)		(0.25	)		(0.33	)	$	9.06		9.37%	$	55,946,652		0.91%		0.75%		0.91%		19.07%
Year Ended October 31, 2011 (c)	$	8.51		0.11		0.14		0.25		(0.12	)		(0.02	)		(0.14	)	$	8.62		2.96%	$	43,308,991		1.08%		1.25%		1.08%		26.04%
Year Ended October 31, 2010 (c)	$	7.51		0.08		1.10		1.18		(0.10	)		(0.08	)		(0.18	)	$	8.51		15.89%	$	31,456,319		1.09%		1.06%		1.09%		9.62%
Year Ended October 31, 2009 (c)	$	6.67		0.09		0.89		0.98		(0.11	)		(0.03	)		(0.14	)	$	7.51		15.15%	$	18,324,931		1.08%		1.30%		1.08%		18.42%
Institutional Service Class Shares
Year Ended October 31, 2013 (c)	$	9.10		0.14		1.91		2.05		(0.16	)		(0.31	)		(0.47	)	$	10.68		23.52%	$	45,549,609		0.38%		1.44%		0.38%		18.63%
Year Ended October 31, 2012 (c)	$	8.66		0.11		0.70		0.81		(0.12	)		(0.25	)		(0.37	)	$	9.10		9.86%	$	27,762,165		0.41%		1.24%		0.41%		19.07%
Year Ended October 31, 2011 (c)	$	8.55		0.15		0.15		0.30		(0.17	)		(0.02	)		(0.19	)	$	8.66		3.45%	$	18,146,376		0.58%		1.65%		0.58%		26.04%
Year Ended October 31, 2010 (c)	$	7.53		0.12		1.11		1.23		(0.13	)		(0.08	)		(0.21	)	$	8.55		16.56%	$	10,132,411		0.59%		1.53%		0.59%		9.62%
Year Ended October 31, 2009 (c)	$	6.68		0.12		0.90		1.02		(0.14	)		(0.03	)		(0.17	)	$	7.53		15.65%	$	4,641,953		0.58%		1.78%		0.58%		18.42%
Institutional Class Shares
Year Ended October 31, 2013 (c)	$	9.14		0.17		1.90		2.07		(0.18	)		(0.31	)		(0.49	)	$	10.72		23.71%	$	21,472,047		0.13%		1.71%		0.13%		18.63%
Year Ended October 31, 2012 (c)	$	8.69		0.13		0.71		0.84		(0.14	)		(0.25	)		(0.39	)	$	9.14		10.20%	$	13,070,867		0.16%		1.49%		0.16%		19.07%
Year Ended October 31, 2011 (c)	$	8.57		0.18		0.15		0.33		(0.19	)		(0.02	)		(0.21	)	$	8.69		3.80%	$	9,052,970		0.33%		1.99%		0.33%		26.04%
Year Ended October 31, 2010 (c)	$	7.55		0.15		1.10		1.25		(0.15	)		(0.08	)		(0.23	)	$	8.57		16.71%	$	5,498,091		0.34%		1.85%		0.34%		9.62%
Year Ended October 31, 2009 (c)	$	6.69		0.13		0.91		1.04		(0.15	)		(0.03	)		(0.18	)	$	7.55		16.07%	$	3,518,013		0.33%		1.95%		0.33%		18.42%

(a) Excludes sales charge.

(b) Portfolio turnover is calculated on the basis of the Fund as a whole without distinguishing among the classes of shares.

(c) Per share calculations were performed using average shares method.

The accompanying notes are an integral part of these financial statements.

93

Fund Commentary Nationwide Destination 2040 Fund

For the annual period ended October 31, 2013, the Nationwide Destination 2040 Fund (Class R2) returned 24.07% versus 22.44% for its benchmark, the Morningstar® (Mstar) Lifetime Moderate 2040 Index. For broader comparison, the median return for the Fund’s closest Lipper peer category of Mixed-Asset Target 2040 Funds (consisting of 182 funds as of October 31, 2013) was 21.34% for the same time period.

The Fund’s return for the 12-month period covered in this report was primarily driven by strong positive returns across the equity markets in the U.S. and foreign developed countries. In general, U.S. equity markets led the way as large-, mid- and small-capitalization stocks posted double-digit gains. Specifically, the S&P 500® Index (representing large-cap stocks) rose more than 27%, S&P MidCap 400® Index (mid-cap stocks) increased more than 33% and Russell 2000® Index (small-cap stocks) gained more than 36%. During the period, the U.S. Federal Reserve (Fed) reaffirmed its intent to support the economy by maintaining its pace of asset purchases, helping to underpin the gains delivered in the U.S. equity markets.

The equity markets within foreign developed countries (as distinguished from emerging market countries) generally posted double-digit returns as well. The MSCI EAFE® Index (representing developed international markets) posted a gain of nearly 27% during the period. This return was helped by receding concerns regarding political and economic uncertainty in various parts of the eurozone, the Fed’s decision not to taper (gradually reduce) its pace of asset purchases and the dissipation of tensions in Syria.

With regard to intermediate-term, investment-grade U.S. fixed-income bonds, the Barclays U.S. Aggregate Bond Index (representing such U.S. bonds) posted a negative return of -1.08% during the period. Interest rates on the bellwether 10-year U.S. Treasury note increased nearly 100 basis points during the period, beginning November 2012 at 1.62%, increasing to 3.00% by early September 2013 and easing back at the end of the period to 2.56% after the Fed’s announcement to postpone the tapering of its asset purchases. The rise in interest rates

coincided with an increase in intermediate- and long-term bond prices and a decrease in bond returns for the period as a whole. Short-term interest rates remained range-bound near zero, effectively keeping returns for investments in short-term bond investments in the very low single digits, and returns for money market investments barely above zero.

As for the seven asset classes represented within the significant Fund allocation to the underlying Nationwide Alternatives Allocation Fund (Alternatives Fund) — global real estate stocks, commodities, emerging market stocks, emerging market bonds, international (developed market) bonds, U.S. high-yield bonds and U.S. Treasury Inflation-Protected Securities (TIPS) — returns were mixed during the period. Overall, the Alternatives Fund return was slightly positive with 1.28% for Institutional Class shares) and made a modest positive contribution to the Fund’s return. Within the Alternatives Fund, double-digit returns were posted by the U.S. high-yield bonds and global real estate stocks sleeves with smaller positive returns generated by emerging market stocks and international (developed market) bonds. The Alternatives Fund sleeves representing commodities, TIPS and emerging market bonds, however, posted negative returns. The former sleeve was adversely affected by, among other things, slackening demand for precious metals and an oversupply of corn. The latter two sleeves were adversely affected by the gradual rise in longer-term bond prices (as noted above). In the case of TIPS, inflation remained relatively low in the U.S., causing “real” yields (current yield minus current inflation level) to be negative and a disincentive to investment. In the case of emerging market bonds, the slowing of inflows of foreign capital to many of these markets and the strengthening of the U.S. dollar against certain currencies further combined to reduce returns.

The returns from the Fund’s investments in the Nationwide S&P 500 Index Fund and Nationwide International Index Fund, combined with their relatively significant allocations within the Fund, made them the largest contributors to the Fund’s return during the period, as shown in the chart below.

94

Fund Commentary (con’t.) Nationwide Destination 2040 Fund

The negative return from the Fund’s investment in the Nationwide Bond Index Fund was the only detractor from the Fund’s return during the period, as shown in the chart below.

Portfolio Manager:

Thomas R. Hickey Jr., Nationwide Fund Advisors

The Fund is designed to provide diversification across a variety of asset classes, primarily by investing in underlying funds. Therefore, in addition to the expenses of the Fund, each investor is indirectly paying a proportionate share of the applicable fees and expenses of its underlying funds.

Investments in the Fund are subject to the risks of its underlying funds. The year in the Fund’s name refers to the approximate year (target date) that an investor plans to retire or begin withdrawing money from the Fund. The Fund will gradually shift its investment allocations from more aggressive investments to more conservative investments based on its target date. An investment in the Fund is not guaranteed at any time, including on or after its target date. Please refer to the summary prospectus for a more detailed explanation of the Fund’s principal risks.

Asset allocation is the process of spreading assets across several different investment styles and asset classes. The purpose is to potentially reduce long-term risk and capture potential profits across various asset classes.

There is no assurance that the investment objective of any fund (or that of any underlying fund) will be achieved or that a diversified portfolio will produce better results than a nondiversified portfolio. Diversification does not guarantee returns or insulate an investor from potential losses, including the possible loss of principal.

A description of the benchmarks can be found on the Market Index Definitions page at the back of this book.

Note:Effective September 9, 2013, important changes were made to the Fund’s allocations, most notably a reduction in the allocations to the underlying Nationwide S&P 500 Index Fund and Nationwide International Index Fund, and an increase in the allocation to the Alternatives Fund. These changes were intended to improve the risk-return characteristics of this Fund. Please see the Fund’s prospectus for more details.

Nationwide Destination 2040 Fund

Actual Underlying Fund Allocations

(as of October 31, 2013)

Nationwide S&P 500 Index Fund	28%
Nationwide International Index Fund	25%
Nationwide Mid Cap Market Index Fund	17%
Nationwide Small Cap Index Fund	12%
Nationwide Alternatives Allocation Fund	16%
Nationwide Bond Index Fund	2%
	100%

Actual underlying fund allocations are stated as a percentage of the Fund’s total net assets. Allocations may change over time in order for the Fund to meet its objective or due to market and/or economic conditions. Because the Fund’s allocation may not match a particular investor’s retirement goal and an investor may have different retirement needs than anticipated, there is no guarantee that an investor will have the desired level of retirement assets available. Also, an investor may have different retirement needs than the allocation model anticipates.

95

Fund Commentary (con’t.) Nationwide Destination 2040 Fund

Contributions of Underlying Funds to Fund Performance

(For the year ended October 31, 2013)

Nationwide Destination 2040 Fund

The contribution of underlying funds to Fund performance is based on target underlying fund allocations through the reporting period. Returns reflect the impact of each underlying fund’s fees and expenses, but do not reflect the Nationwide Destination 2040 Fund’s fees and expenses. Day-to-day market activity will likely cause the Fund’s target allocations to fluctuate. Under ordinary circumstances, Nationwide Fund Advisors periodically will rebalance the assets of the Fund in order to conform its actual allocations to those stated in the then-current prospectus. The asset class target allocations are subject to change at any time and without notice. For more information, refer to the Fund’s prospectus.

96

Fund Overview Nationwide Destination 2040 Fund

Objective

The Fund seeks capital appreciation and income consistent with its current asset allocation.

Highlights

Ÿ The Fund’s investments in U.S. and foreign developed market stocks account for nearly 87% of its allocations and contributed more than 95% to the returns of the Fund during the period.

Ÿ One of the Fund’s investments in U.S. bonds detracted from returns during the period.

Ÿ The Fund recently increased its exposure to the underlying Nationwide Alternatives Allocation Fund, thus increasing the Fund’s exposure to alternative asset classes.

Asset Allocation†

Equity Funds	82.1%
Alternative Assets	16.0%
Fixed Income Funds	2.0%
Liabilities in excess of other assets	(0.1)%
	100.0%

Top Holdings††

Nationwide S&P 500 Index Fund, Institutional Class	28.0%
Nationwide International Index Fund, Institutional Class	25.0%
Nationwide Mid Cap Market Index Fund, Institutional Class	17.0%
Nationwide Alternatives Allocation Fund, Institutional Class	16.0%
Nationwide Small Cap Index Fund, Institutional Class	12.0%
Nationwide Bond Index Fund, Institutional Class	2.0%
iShares Barclays 1-3 Year Credit Bond Fund†††	0.0%
	100.0%

† Percentages indicated are based upon net assets as of October 31, 2013.

†† Percentages indicated are based upon total investments as of October 31, 2013.

††† Amount rounds to less than 0.1%.

97

Fund Performance Nationwide Destination 2040 Fund

Average Annual Total Return

(For periods ended October 31, 2013)		1 Yr.			5 Yr.		Inception5
Class A	w/o SC1		24.40%			13.58%		3.78%
	w/SC2		17.23%			12.23%		2.79%
Class C	w/o SC1		23.65%			13.01%		3.26%
	w/SC		22.65%	3		13.01%		3.26%
Class R14			23.89%			13.11%		3.35%
Class R24			24.07%			13.26%		3.50%
Institutional Service Class4			24.74%			13.86%		4.03%
Institutional Class4			24.98%			14.11%		4.28%

Expense Ratios

	Expense Ratio*
Class A	0.93%
Class C	1.43%
Class R1	1.33%
Class R2	1.18%
Institutional Services Class	0.68%
Institutional Class	0.43%

*Current effective prospectus dated March 1, 2013. Expenses also include indirect underlying fund expenses. Please see the Fund’s most recent prospectus for details.

All figures showing the effect of a sales charge (SC) reflect the maximum charge possible, because it has the most significant effect on performance data.

¹ These returns do not reflect the effects of SCs.

² A 5.75% front-end sales charge was deducted.

³ A 1.00% contingent deferred sales charge (CDSC) was deducted from the one year return because it is charged when you sell Class C shares within the first year after purchase.

⁴ Not subject to any SCs.

⁵ Since inception date of August 30, 2007.

98

Fund Performance (con’t.) Nationwide Destination 2040 Fund

Performance of a $10,000 Investment

Investment return and principal value will fluctuate, and when redeemed, shares may be worth more or less than original cost. Past performance is no guarantee of future results and does not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares. Investing in mutual funds involves market risk, including loss of principal. Performance returns assume the reinvestment of all distributions.

Comparative performance of $10,000 invested in Class R2 shares of the Nationwide Destination 2040 Fund from inception through 10/31/13 versus the Morningstar Lifetime Moderate 2040 Index and the Consumer Price Index (CPI) from 9/1/07 through 10/31/13. Unlike the Fund, the returns for these unmanaged indexes do not reflect any fees, expenses, or sales charges. Investors cannot invest directly in market indexes. A description of the benchmarks can be found on the Market Index Definitions page at the back of this book.

99

Shareholder Expense Example Nationwide Destination 2040 Fund

Nationwide Destination 2040 Fund

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, including sales charges (loads) paid on purchase payments and redemption fees; and (2) ongoing costs, including investment advisory fees, administration fees, distribution fees and other Fund expenses. The examples below are intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds. Per Securities and Exchange Commission (“SEC”) requirements, the examples assume that you had a $1,000 investment in the Class at the beginning of the reporting period (May 1, 2013) and continued to hold your shares at the end of the reporting period (October 31, 2013).

Actual Expenses

For each Class of the Fund in the table below, the first line provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid from May 1, 2013 through October 31, 2013. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line of each Class under the heading entitled “Expenses Paid During

Period” to estimate the expenses you paid on your account during this period.

Hypothetical Expenses for Comparison Purposes

The second line of each Class in the table below provides information about hypothetical account values and hypothetical expenses based on the Class’ actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Class’ actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period from May 1, 2013 through October 31, 2013. You may use this information to compare the ongoing costs of investing in the Class of the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transaction costs, such as sales charges (loads) or redemption fees. If these transaction costs were included, your costs would have been higher. Therefore, the second line for each Class in the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. The examples also assume all dividends and distributions are reinvested.

Schedule of Shareholder Expenses

Expense Analysis of a $1,000 Investment

Nationwide Destination 2040 Fund October 31, 2013			Beginning Account Value ($) 05/01/13	Ending Account Value ($) 10/31/13	Expenses Paid During Period ($) 05/01/13 - 10/31/13a	Expense Ratio During Period (%) 05/01/13 - 10/31/13a
Class A Shares	Actual	b	1,000.00	1,089.30	3.32	0.63
	Hypothetical	b,c	1,000.00	1,022.03	3.21	0.63
Class C Shares	Actual	b	1,000.00	1,086.40	5.94	1.13
	Hypothetical	b,c	1,000.00	1,019.51	5.75	1.13
Class R1 Shares	Actual	b	1,000.00	1,086.70	5.42	1.03
	Hypothetical	b,c	1,000.00	1,020.01	5.24	1.03
Class R2 Shares	Actual	b	1,000.00	1,087.20	4.63	0.88
	Hypothetical	b,c	1,000.00	1,020.77	4.48	0.88
Institutional Service Class Shares	Actual	b	1,000.00	1,091.50	2.00	0.38
	Hypothetical	b,c	1,000.00	1,023.29	1.94	0.38
Institutional Class Shares	Actual	b	1,000.00	1,091.50	0.74	0.14
	Hypothetical	b,c	1,000.00	1,024.50	0.71	0.14

a Expenses are based on the direct expenses of the Fund and do not include the effect of the underlying Funds’ expenses, which are disclosed in the Fee and Expense table and described more fully in a footnote to that table in your Fund Prospectus.

b Expenses are equal to the Fund’s annualized expense ratio multiplied by the average account value from May 1, 2013 through October 31, 2013 multiplied to reflect one-half year period. The expense ratio presented represents a six-month, annualized ratio in accordance with Securities and Exchange Commission guidelines.

c Represents the hypothetical 5% return before expenses.

100

Statement of Investments

October 31, 2013

Nationwide Destination 2040 Fund

Mutual Funds 100.1%
	Shares		Market Value
Alternative Assets 16.0%
Nationwide Alternatives Allocation Fund, Institutional Class (a)		2,151,281	$	21,125,576
Total Alternative Assets (cost $20,727,020)				21,125,576
Equity Funds 82.1%
Nationwide International Index Fund, Institutional Class (a)		3,905,344		33,000,155
Nationwide Mid Cap Market Index
Fund, Institutional Class (a)		1,195,153		22,444,974
Nationwide S&P 500 Index Fund, Institutional Class (a)		2,534,866		36,958,349
Nationwide Small Cap Index Fund, Institutional Class (a)		1,000,645		15,760,164
Total Equity Funds (cost $84,191,157)				108,163,642
Fixed Income Fund 2.0%
Nationwide Bond Index Fund, Institutional Class (a)		234,554		2,655,149
Total Fixed Income Fund (cost $2,724,495)				2,655,149
Total Mutual Funds (cost $107,642,672)				131,944,367
Exchange Traded Fund 0.0%†
Fixed Income Fund 0.0% †
iShares Barclays 1-3 Year Credit Bond Fund		10		1,054
Total Exchange Traded Fund (cost $1,051)				1,054
Total Investments (cost $107,643,723) (b) — 100.1%				131,945,421
Liabilities in excess of other assets — (0.1)%				(73,760	)
NET ASSETS — 100.0%			$	131,871,661

(a) Investment in affiliate.

(b) See notes to financial statements for tax unrealized appreciation/(depreciation) of securities.

† Amount rounds to less than 0.1%.

The accompanying notes are an integral part of these financial statements.

101

Statement of Assets and Liabilities

October 31, 2013

	Nationwide Destination 2040 Fund
Assets:
Investments in affiliates, at value (cost $107,642,672)	$	131,944,367
Investments in non-affiliates, at value (cost $1,051)		1,054
Total Investments		131,945,421
Cash		2
Receivable for investments sold		467,069
Receivable for capital shares issued		35,118
Total Assets		132,447,610
Liabilities:
Payable for capital shares redeemed		502,186
Accrued expenses and other payables:
Investment advisory fees		14,370
Distribution fees		34,481
Administrative servicing fees		24,166
Trustee fees (Note 3)		490
Professional fees		256
Total Liabilities		575,949
Net Assets	$	131,871,661
Represented by:
Capital	$	101,983,336
Accumulated net realized gains from affiliated and non-affiliated investments		5,586,627
Net unrealized appreciation/(depreciation) from investments in affiliates		24,301,695
Net unrealized appreciation/(depreciation) from investments in non-affiliates		3
Net Assets	$	131,871,661
Net Assets:
Class A Shares	$	13,346,054
Class C Shares		541,780
Class R1 Shares		9,089,198
Class R2 Shares		61,997,351
Institutional Service Class Shares		29,631,504
Institutional Class Shares		17,265,774
Total	$	131,871,661
Shares Outstanding (unlimited number of shares authorized):
Class A Shares		1,271,225
Class C Shares		51,686
Class R1 Shares		868,909
Class R2 Shares		5,925,506
Institutional Service Class Shares		2,812,063
Institutional Class Shares		1,634,901
Total		12,564,290

102

Statement of Assets and Liabilities (Continued)

October 31, 2013

	Nationwide Destination 2040 Fund
Net asset value and redemption price per share (Net assets by class divided by shares outstanding by class, respectively):
Class A Shares (a)	$	10.50
Class C Shares (b)	$	10.48
Class R1 Shares	$	10.46
Class R2 Shares	$	10.46
Institutional Service Class Shares	$	10.54
Institutional Class Shares	$	10.56
Maximum offering price per share (100%/(100%-maximum sales charge) of net asset value adjusted to the nearest cent):
Class A Shares	$	11.14
Maximum Sales Charge:
Class A Shares		5.75	%

(a) For Class A Shares, the redemption price per share is reduced by 1.00% on sales of shares of original purchases of $1,000,000 or more or that were not subject to a front-end sales charge made within 18 months of the purchase date.

(b) For Class C Shares, the redemption price per share is reduced by 1.00% for shares held less than one year.

The accompanying notes are an integral part of these financial statements.

103

Statement of Operations

For the Year Ended October 31, 2013

	Nationwide Destination 2040 Fund
INVESTMENT INCOME:
Dividend income from affiliates	$	2,081,490
Dividend income from non-affiliates		12,658
Total Income		2,094,148
EXPENSES:
Investment advisory fees		144,204
Distribution fees Class A		28,921
Distribution fees Class C		5,213
Distribution fees Class R1		54,978
Distribution fees Class R2		272,267
Administrative servicing fees Class A		28,922
Administrative servicing fees Class R1		21,145
Administrative servicing fees Class R2		136,081
Administrative servicing fees Institutional Service Class		60,181
Professional fees (Note 3)		1,160
Trustee fees (Note 3)		4,161
Total Expenses		757,233
NET INVESTMENT INCOME		1,336,915
REALIZED/UNREALIZED GAINS (LOSSES) FROM INVESTMENTS:
Net realized gain distributions from underlying affiliated funds		1,270,936
Net realized gains from investment transactions with affiliates		5,867,168
Net realized losses from investment transactions with non-affiliates		(5,660	)
Net realized gains from affiliated and non-affiliated investments		7,132,444
Net change in unrealized appreciation/(depreciation) from investments in affiliates		15,524,368
Net change in unrealized appreciation/(depreciation) from investments in non-affiliates		(5,089	)
Net change in unrealized appreciation/(depreciation) from investments in affiliates and non-affiliates		15,519,279
Net realized/unrealized gains from affiliated and non-affiliated investments		22,651,723
CHANGE IN NET ASSETS RESULTING FROM OPERATIONS	$	23,988,638

The accompanying notes are an integral part of these financial statements.

104

Statements of Changes in Net Assets

	Nationwide Destination 2040 Fund
	Year Ended October 31, 2013			Year Ended October 31, 2012
Operations:
Net investment income	$	1,336,915		$	713,421
Net realized gains from affiliated and non-affiliated investments		7,132,444			2,797,946
Net change in unrealized appreciation/(depreciation) from investments in affiliates and non-affiliates		15,519,279			3,461,116
Change in net assets resulting from operations		23,988,638			6,972,483
Distributions to Shareholders From:
Net investment income:
Class A		(157,232	)		(96,518	)
Class C		(5,984	)		(3,247	)
Class R1		(90,889	)		(52,188	)
Class R2		(610,344	)		(332,145	)
Institutional Service Class		(367,535	)		(195,594	)
Institutional Class		(207,316	)		(120,367	)
Net realized gains:
Class A		(289,313	)		(241,700	)
Class C		(15,968	)		(14,944	)
Class R1		(233,291	)		(210,203	)
Class R2		(1,363,785	)		(1,046,383	)
Institutional Service Class		(553,732	)		(373,782	)
Institutional Class		(267,950	)		(209,581	)
Change in net assets from shareholder distributions		(4,163,339	)		(2,896,652	)
Change in net assets from capital transactions		21,524,290			19,704,625
Change in net assets		41,349,589			23,780,456
Net Assets:
Beginning of year		90,522,072			66,741,616
End of year	$	131,871,661		$	90,522,072
CAPITAL TRANSACTIONS:
Class A Shares
Proceeds from shares issued	$	4,565,922		$	2,955,824
Dividends reinvested		446,545			338,218
Cost of shares redeemed		(3,515,666	)		(1,474,554	)
Total Class A Shares		1,496,801			1,819,488
Class C Shares
Proceeds from shares issued		18,120			73,630
Dividends reinvested		21,952			18,191
Cost of shares redeemed		(132,089	)		(51,133	)
Total Class C Shares		(92,017	)		40,688
Class R1 Shares
Proceeds from shares issued		1,205,425			1,550,417
Dividends reinvested		324,180			262,391
Cost of shares redeemed		(1,851,907	)		(902,105	)
Total Class R1 Shares		(322,302	)		910,703

105

Statements of Changes in Net Assets (Continued)

	Nationwide Destination 2040 Fund
	Year Ended October 31, 2013			Year Ended October 31, 2012
CAPITAL TRANSACTIONS: (continued)
Class R2 Shares
Proceeds from shares issued	$	11,399,428		$	11,261,667
Dividends reinvested		1,974,129			1,378,528
Cost of shares redeemed		(6,233,414	)		(3,254,113	)
Total Class R2 Shares		7,140,143			9,386,082
Institutional Service Class Shares
Proceeds from shares issued		8,702,496			6,389,361
Dividends reinvested		921,267			569,376
Cost of shares redeemed		(2,510,374	)		(1,384,715	)
Total Institutional Service Class Shares		7,113,389			5,574,022
Institutional Class Shares
Proceeds from shares issued		7,058,762			3,667,972
Dividends reinvested		475,266			329,948
Cost of shares redeemed		(1,345,752	)		(2,024,278	)
Total Institutional Class Shares		6,188,276			1,973,642
Change in net assets from capital transactions	$	21,524,290		$	19,704,625
SHARE TRANSACTIONS:
Class A Shares
Issued		476,240			349,974
Reinvested		50,611			42,363
Redeemed		(365,994	)		(173,574	)
Total Class A Shares		160,857			218,763
Class C Shares
Issued		1,914			8,709
Reinvested		2,505			2,295
Redeemed		(14,437	)		(6,129	)
Total Class C Shares		(10,018	)		4,875
Class R1 Shares
Issued		126,567			183,540
Reinvested		37,063			33,142
Redeemed		(194,557	)		(106,784	)
Total Class R1 Shares		(30,927	)		109,898
Class R2 Shares
Issued		1,209,020			1,324,795
Reinvested		225,248			173,597
Redeemed		(643,477	)		(385,600	)
Total Class R2 Shares		790,791			1,112,792
Institutional Service Class Shares
Issued		909,847			747,408
Reinvested		103,530			70,737
Redeemed		(255,093	)		(160,415	)
Total Institutional Service Class Shares		758,284			657,730

106

Statements of Changes in Net Assets (Continued)

	Nationwide Destination 2040 Fund
	Year Ended October 31, 2013			Year Ended October 31, 2012
SHARE TRANSACTIONS: (continued)
Institutional Class Shares
Issued		716,493			429,579
Reinvested		53,060			40,889
Redeemed		(140,793	)		(244,220	)
Total Institutional Class Shares		628,760			226,248
Total change in shares		2,297,747			2,330,306

The accompanying notes are an integral part of these financial statements.

107

Financial Highlights

Selected data for each share of capital outstanding throughout the periods indicated

Nationwide Destination 2040 Fund

			Operations						Distributions													Ratios/Supplemental Data
	Net Asset Value, Beginning of Period		Net Investment Income		Net Realized and Unrealized Gains from Investments		Total from Operations		Net Investment Income			Net Realized Gains			Total Distributions			Net Asset Value, End of Period		Total Return (a)		Net Assets at End of Period		Ratio of Expenses to Average Net Assets		Ratio of Net Investment Income to Average Net Assets		Ratio of Expenses (Prior to Reimbursements) to Average Net Assets		Portfolio Turnover (b)
Class A Shares
Year Ended October 31, 2013 (c)	$	8.82		0.12		1.96		2.08		(0.14	)		(0.26	)		(0.40	)	$	10.50		24.40%	$	13,346,054		0.63%		1.27%		0.63%		16.74%
Year Ended October 31, 2012 (c)	$	8.42		0.08		0.67		0.75		(0.10	)		(0.25	)		(0.35	)	$	8.82		9.35%	$	9,796,546		0.66%		0.97%		0.66%		18.76%
Year Ended October 31, 2011 (c)	$	8.33		0.13		0.13		0.26		(0.14	)		(0.03	)		(0.17	)	$	8.42		3.06%	$	7,503,499		0.83%		1.47%		0.83%		24.59%
Year Ended October 31, 2010 (c)	$	7.30		0.07		1.14		1.21		(0.11	)		(0.07	)		(0.18	)	$	8.33		16.98%	$	5,923,289		0.84%		0.91%		0.84%		10.38%
Year Ended October 31, 2009 (c)	$	6.48		0.09		0.87		0.96		(0.12	)		(0.02	)		(0.14	)	$	7.30		15.25%	$	2,018,572		0.83%		1.37%		0.83%		16.68%
Class C Shares
Year Ended October 31, 2013 (c)	$	8.82		0.09		1.93		2.02		(0.10	)		(0.26	)		(0.36	)	$	10.48		23.65%	$	541,780		1.13%		0.92%		1.13%		16.74%
Year Ended October 31, 2012 (c)	$	8.41		0.04		0.67		0.71		(0.05	)		(0.25	)		(0.30	)	$	8.82		8.96%	$	543,944		1.17%		0.51%		1.17%		18.76%
Year Ended October 31, 2011 (c)	$	8.33		0.08		0.13		0.21		(0.10	)		(0.03	)		(0.13	)	$	8.41		2.48%	$	477,951		1.33%		0.91%		1.33%		24.59%
Year Ended October 31, 2010 (c)	$	7.31		0.07		1.10		1.17		(0.08	)		(0.07	)		(0.15	)	$	8.33		16.27%	$	331,870		1.33%		0.88%		1.33%		10.38%
Year Ended October 31, 2009 (c)	$	6.48		0.07		0.86		0.93		(0.08	)		(0.02	)		(0.10	)	$	7.31		14.81%	$	192,720		1.33%		1.08%		1.33%		16.68%
Class R1 Shares
Year Ended October 31, 2013 (c)	$	8.79		0.09		1.94		2.03		(0.10	)		(0.26	)		(0.36	)	$	10.46		23.89%	$	9,089,198		1.03%		0.93%		1.03%		16.74%
Year Ended October 31, 2012 (c)	$	8.39		0.05		0.66		0.71		(0.06	)		(0.25	)		(0.31	)	$	8.79		8.95%	$	7,912,866		1.07%		0.59%		1.07%		18.76%
Year Ended October 31, 2011 (c)	$	8.31		0.09		0.13		0.22		(0.11	)		(0.03	)		(0.14	)	$	8.39		2.56%	$	6,627,067		1.23%		0.99%		1.23%		24.59%
Year Ended October 31, 2010 (c)	$	7.28		0.06		1.12		1.18		(0.08	)		(0.07	)		(0.15	)	$	8.31		16.51%	$	4,682,141		1.23%		0.83%		1.23%		10.38%
Year Ended October 31, 2009 (c)	$	6.47		0.07		0.86		0.93		(0.10	)		(0.02	)		(0.12	)	$	7.28		14.81%	$	3,031,797		1.23%		1.06%		1.23%		16.68%
Class R2 Shares
Year Ended October 31, 2013 (c)	$	8.79		0.10		1.94		2.04		(0.11	)		(0.26	)		(0.37	)	$	10.46		24.07%	$	61,997,351		0.88%		1.02%		0.88%		16.74%
Year Ended October 31, 2012 (c)	$	8.39		0.06		0.67		0.73		(0.08	)		(0.25	)		(0.33	)	$	8.79		9.13%	$	45,158,577		0.91%		0.72%		0.91%		18.76%
Year Ended October 31, 2011 (c)	$	8.31		0.10		0.13		0.23		(0.12	)		(0.03	)		(0.15	)	$	8.39		2.71%	$	33,748,270		1.08%		1.18%		1.08%		24.59%
Year Ended October 31, 2010 (c)	$	7.28		0.07		1.12		1.19		(0.09	)		(0.07	)		(0.16	)	$	8.31		16.66%	$	24,661,000		1.08%		0.95%		1.08%		10.38%
Year Ended October 31, 2009 (c)	$	6.47		0.08		0.85		0.93		(0.10	)		(0.02	)		(0.12	)	$	7.28		14.89%	$	14,091,812		1.08%		1.17%		1.08%		16.68%
Institutional Service Class Shares
Year Ended October 31, 2013 (c)	$	8.85		0.14		1.97		2.11		(0.16	)		(0.26	)		(0.42	)	$	10.54		24.74%	$	29,631,504		0.38%		1.46%		0.38%		16.74%
Year Ended October 31, 2012 (c)	$	8.44		0.10		0.68		0.78		(0.12	)		(0.25	)		(0.37	)	$	8.85		9.72%	$	18,183,863		0.41%		1.21%		0.41%		18.76%
Year Ended October 31, 2011 (c)	$	8.36		0.14		0.13		0.27		(0.16	)		(0.03	)		(0.19	)	$	8.44		3.19%	$	11,787,766		0.58%		1.61%		0.58%		24.59%
Year Ended October 31, 2010 (c)	$	7.32		0.11		1.12		1.23		(0.12	)		(0.07	)		(0.19	)	$	8.36		17.14%	$	6,918,721		0.59%		1.41%		0.59%		10.38%
Year Ended October 31, 2009 (c)	$	6.49		0.11		0.87		0.98		(0.13	)		(0.02	)		(0.15	)	$	7.32		15.68%	$	2,928,077		0.58%		1.61%		0.58%		16.68%
Institutional Class Shares
Year Ended October 31, 2013 (c)	$	8.87		0.16		1.97		2.13		(0.18	)		(0.26	)		(0.44	)	$	10.56		24.98%	$	17,265,774		0.13%		1.69%		0.13%		16.74%
Year Ended October 31, 2012 (c)	$	8.46		0.12		0.68		0.80		(0.14	)		(0.25	)		(0.39	)	$	8.87		9.96%	$	8,926,276		0.16%		1.45%		0.16%		18.76%
Year Ended October 31, 2011 (c)	$	8.37		0.16		0.14		0.30		(0.18	)		(0.03	)		(0.21	)	$	8.46		3.54%	$	6,597,063		0.33%		1.87%		0.33%		24.59%
Year Ended October 31, 2010 (c)	$	7.32		0.14		1.11		1.25		(0.13	)		(0.07	)		(0.20	)	$	8.37		17.47%	$	3,860,495		0.34%		1.79%		0.34%		10.38%
Year Ended October 31, 2009 (c)	$	6.50		0.12		0.86		0.98		(0.14	)		(0.02	)		(0.16	)	$	7.32		15.74%	$	2,510,153		0.33%		1.89%		0.33%		16.68%

(a) Excludes sales charge.

(b) Portfolio turnover is calculated on the basis of the Fund as a whole without distinguishing among the classes of shares.

(c) Per share calculations were performed using average shares method.

The accompanying notes are an integral part of these financial statements.

108

Fund Commentary Nationwide Destination 2045 Fund

For the annual period ended October 31, 2013, the Nationwide Destination 2045 Fund (Class R2) returned 24.49% versus 22.59% for its benchmark, the Morningstar® (Mstar) Lifetime Moderate 2045 Index. For broader comparison, the median return for the Fund’s closest Lipper peer category of Mixed-Asset Target 2045 Funds (consisting of 141 funds as of October 31, 2013) was 22.63% for the same time period.

The Fund’s return for the 12-month period covered in this report was primarily driven by strong positive returns across the equity markets in the U.S. and foreign developed countries. In general, U.S. equity markets led the way as large-, mid- and small-capitalization stocks posted double-digit gains. Specifically, the S&P 500® Index (representing large-cap stocks) rose more than 27%, S&P MidCap 400® Index (mid-cap stocks) increased more than 33% and Russell 2000® Index (small-cap stocks) gained more than 36%. During the period, the U.S. Federal Reserve (Fed) reaffirmed its intent to support the economy by maintaining its pace of asset purchases, helping to underpin the gains delivered in the U.S. equity markets.

The equity markets within foreign developed countries (as distinguished from emerging market countries) generally posted double-digit returns as well. The MSCI EAFE® Index (representing developed international markets) posted a gain of nearly 27% during the period. This return was helped by receding concerns regarding political and economic uncertainty in various parts of the eurozone, the Fed’s decision not to taper (gradually reduce) its pace of asset purchases and the dissipation of tensions in Syria.

With regard to intermediate-term, investment-grade U.S. fixed-income bonds, the Barclays U.S. Aggregate Bond Index (representing such U.S. bonds) posted a negative return of -1.08% during the period. Interest rates on the bellwether 10-year U.S. Treasury note increased nearly 100 basis points during the period, beginning November 2012 at 1.62%, increasing to 3.00% by early September 2013 and easing back at the end of the period to 2.56% after the Fed’s announcement to postpone the tapering of its asset purchases. The rise in interest rates

coincided with an increase in intermediate- and long-term bond prices and a decrease in bond returns for the period as a whole. Short-term interest rates remained range-bound near zero, effectively keeping returns for investments in short-term bond investments in the very low single digits, and returns for money market investments barely above zero.

As for the seven asset classes represented within the Fund’s allocation to the underlying Nationwide Alternatives Allocation Fund (Alternatives Fund) — global real estate stocks, commodities, emerging market stocks, emerging market bonds, international (developed market) bonds, U.S. high-yield bonds and U.S. Treasury Inflation-Protected Securities (TIPS) — returns were mixed during the period. Overall, the Alternatives Fund return was slightly positive with 1.28% for Institutional Class shares) and made a modest positive contribution to the Fund’s return. Within the Alternatives Fund, double-digit returns were posted by the U.S. high-yield bonds and global real estate stocks sleeves with smaller positive returns generated by emerging market stocks and international (developed market) bonds. The Alternatives Fund sleeves representing commodities, TIPS and emerging market bonds, however, posted negative returns. The former sleeve was adversely affected by, among other things, slackening demand for precious metals and an oversupply of corn. The latter two sleeves were adversely affected by the gradual rise in longer-term bond prices (as noted above). In the case of TIPS, inflation remained relatively low in the U.S., causing “real” yields (current yield minus current inflation level) to be negative and a disincentive to investment. In the case of emerging market bonds, the slowing of inflows of foreign capital to many of these markets and the strengthening of the U.S. dollar against certain currencies further combined to reduce returns.

The returns from the Fund’s investments in the Nationwide S&P 500 Index Fund and Nationwide International Index Fund, combined with their relatively significant allocations within the Fund, made them the largest contributors to the Fund’s return during the period, as shown in the chart below.

109

Fund Commentary (con’t.) Nationwide Destination 2045 Fund

The negative return from the Fund’s investment in the Nationwide Bond Index Fund was the only detractor from the Fund’s return during the period, as shown in the chart below.

Portfolio Manager:

Thomas R. Hickey Jr., Nationwide Fund Advisors

The Fund is designed to provide diversification across a variety of asset classes, primarily by investing in underlying funds. Therefore, in addition to the expenses of the Fund, each investor is indirectly paying a proportionate share of the applicable fees and expenses of its underlying funds.

Investments in the Fund are subject to the risks of its underlying funds. The year in the Fund’s name refers to the approximate year (target date) that an investor plans to retire or begin withdrawing money from the Fund. The Fund will gradually shift its investment allocations from more aggressive investments to more conservative investments based on its target date. An investment in the Fund is not guaranteed at any time, including on or after its target date. Please refer to the summary prospectus for a more detailed explanation of the Fund’s principal risks.

Asset allocation is the process of spreading assets across several different investment styles and asset classes. The purpose is to potentially reduce long-term risk and capture potential profits across various asset classes.

There is no assurance that the investment objective of any fund (or that of any underlying fund) will be achieved or that a diversified portfolio will produce better results than a nondiversified portfolio. Diversification does not guarantee returns or insulate an investor from potential losses, including the possible loss of principal.

A description of the benchmarks can be found on the Market Index Definitions page at the back of this book.

Note:Effective September 9, 2013, important changes were made to the Fund’s allocations, most notably a reduction in the allocations to the underlying Nationwide S&P 500 Index Fund and Nationwide International Index Fund, and an increase in the allocation to the Alternatives Fund. These changes were intended to improve the risk-return characteristics of this Fund. Please see the Fund’s prospectus for more details.

Nationwide Destination 2045 Fund

Actual Underlying Fund Allocations

(as of October 31, 2013)

Nationwide S&P 500 Index Fund	30%
Nationwide International Index Fund	27%
Nationwide Mid Cap Market Index Fund	18%
Nationwide Small Cap Index Fund	13%
Nationwide Alternatives Allocation Fund	12%
	100%

Actual underlying fund allocations are stated as a percentage of the Fund’s total net assets. Allocations may change over time in order for the Fund to meet its objective or due to market and/or economic conditions. Because the Fund’s allocation may not match a particular investor’s retirement goal and an investor may have different retirement needs than anticipated, there is no guarantee that an investor will have the desired level of retirement assets available. Also, an investor may have different retirement needs than the allocation model anticipates.

110

Fund Commentary (con’t.) Nationwide Destination 2045 Fund

Contributions of Underlying Funds to Fund Performance

(For the year ended October 31, 2013)

Nationwide Destination 2045 Fund

The contribution of underlying funds to Fund performance is based on target underlying fund allocations through the reporting period. Returns reflect the impact of each underlying fund’s fees and expenses, but do not reflect the Nationwide Destination 2045 Fund’s fees and expenses. Day-to-day market activity will likely cause the Fund’s target allocations to fluctuate. Under ordinary circumstances, Nationwide Fund Advisors periodically will rebalance the assets of the Fund in order to conform its actual allocations to those stated in the then-current prospectus. The asset class target allocations are subject to change at any time and without notice. For more information, refer to the Fund’s prospectus.

111

Fund Overview Nationwide Destination 2045 Fund

Objective

The Fund seeks capital appreciation and income consistent with its current asset allocation.

Highlights

Ÿ The Fund’s investments in U.S. and foreign developed market stocks account for nearly 88% of its allocations and contributed more than 95% to the returns of the Fund during the period.

Ÿ One of the Fund’s investments in U.S. bonds detracted from returns during the period.

Asset Allocation†

Equity Funds	88.1%
Alternative Assets	12.0%
Fixed Income Fund††	0.0%
Liabilities in excess of other assets	(0.1)%
	100.0%

Top Holdings†††

Nationwide S&P 500 Index Fund, Institutional Class	30.0%
Nationwide International Index Fund, Institutional Class	27.0%
Nationwide Mid Cap Market Index Fund, Institutional Class	18.0%
Nationwide Small Cap Index Fund, Institutional Class	13.0%
Nationwide Alternatives Allocation Fund, Institutional Class	12.0%
iShares Barclays 1-3 Year Credit Bond Fund††	0.0%
	100.0%

† Percentages indicated are based upon net assets as of October 31, 2013.

†† Amount rounds to less than 0.1%.

††† Percentages indicated are based upon total investments as of October 31, 2013.

112

Fund Performance Nationwide Destination 2045 Fund

Average Annual Total Return

(For periods ended October 31, 2013)		1 Yr.			5 Yr.		Inception5
Class A	w/o SC1		24.90%			13.72%		3.82%
	w/SC2		17.71%			12.37%		2.83%
Class C	w/o SC1		24.26%			13.17%		3.28%
	w/SC		23.26%	3		13.17%		3.28%
Class R14			24.46%			13.29%		3.37%
Class R24			24.49%			13.44%		3.54%
Institutional Service Class4			25.25%			14.01%		4.02%
Institutional Class4			25.54%			14.31%		4.30%

Expense Ratios

	Expense Ratio*
Class A	0.93%
Class C	1.43%
Class R1	1.33%
Class R2	1.18%
Institutional Services Class	0.68%
Institutional Class	0.43%

*Current effective prospectus dated March 1, 2013. Expenses also include indirect underlying fund expenses. Please see the Fund’s most recent prospectus for details.

All figures showing the effect of a sales charge (SC) reflect the maximum charge possible, because it has the most significant effect on performance data.

¹  These returns do not reflect the effects of SCs.

²  A 5.75% front-end sales charge was deducted.

³  A 1.00% contingent deferred sales charge was deducted from the one year return because it is charged when you sell Class C shares within the first year after purchase.

⁴  Not subject to any SCs.

⁵  Since inception date of August 30, 2007.

113

Fund Performance (con’t.) Nationwide Destination 2045 Fund

Performance of a $10,000 Investment

Investment return and principal value will fluctuate, and when redeemed, shares may be worth more or less than original cost. Past performance is no guarantee of future results and does not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares. Investing in mutual funds involves market risk, including loss of principal. Performance returns assume the reinvestment of all distributions.

Comparative performance of $10,000 invested in Class R2 shares of the Nationwide Destination 2045 Fund from inception through 10/31/13 versus the Morningstar Lifetime Moderate 2045 Index and the Consumer Price Index (CPI) from 9/1/07 through 10/31/13. Unlike the Fund, the returns for these unmanaged indexes do not reflect any fees, expenses, or sales charges. Investors cannot invest directly in market indexes. A description of the benchmarks can be found on the Market Index Definitions page at the back of this book.

114

Shareholder Expense Example Nationwide Destination 2045 Fund

Nationwide Destination 2045 Fund

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, including sales charges (loads) paid on purchase payments and redemption fees; and (2) ongoing costs, including investment advisory fees, administration fees, distribution fees and other Fund expenses. The examples below are intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds. Per Securities and Exchange Commission (“SEC”) requirements, the examples assume that you had a $1,000 investment in the Class at the beginning of the reporting period (May 1, 2013) and continued to hold your shares at the end of the reporting period (October 31, 2013).

Actual Expenses

For each Class of the Fund in the table below, the first line provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid from May 1, 2013 through October 31, 2013. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line of each Class under the heading entitled “Expenses Paid During

Period” to estimate the expenses you paid on your account during this period.

Hypothetical Expenses for Comparison Purposes

The second line of each Class in the table below provides information about hypothetical account values and hypothetical expenses based on the Class’ actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Class’ actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period from May 1, 2013 through October 31, 2013. You may use this information to compare the ongoing costs of investing in the Class of the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transaction costs, such as sales charges (loads) or redemption fees. If these transaction costs were included, your costs would have been higher. Therefore, the second line for each Class in the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. The examples also assume all dividends and distributions are reinvested.

Schedule of Shareholder Expenses

Expense Analysis of a $1,000 Investment

Nationwide Destination 2045 Fund October 31, 2013			Beginning Account Value ($) 05/01/13	Ending Account Value ($) 10/31/13	Expenses Paid During Period ($) 05/01/13 - 10/31/13a	Expense Ratio During Period (%) 05/01/13 - 10/31/13a
Class A Shares	Actual	b	1,000.00	1,092.50	3.38	0.64
	Hypothetical	b,c	1,000.00	1,021.98	3.26	0.64
Class C Shares	Actual	b	1,000.00	1,089.80	5.95	1.13
	Hypothetical	b,c	1,000.00	1,019.51	5.75	1.13
Class R1 Shares	Actual	b	1,000.00	1,091.10	5.43	1.03
	Hypothetical	b,c	1,000.00	1,020.01	5.24	1.03
Class R2 Shares	Actual	b	1,000.00	1,090.60	4.64	0.88
	Hypothetical	b,c	1,000.00	1,020.77	4.48	0.88
Institutional Service Class Shares	Actual	b	1,000.00	1,094.00	2.01	0.38
	Hypothetical	b,c	1,000.00	1,023.29	1.94	0.38
Institutional Class Shares	Actual	b	1,000.00	1,094.80	0.74	0.14
	Hypothetical	b,c	1,000.00	1,024.50	0.71	0.14

a Expenses are based on the direct expenses of the Fund and do not include the effect of the underlying Funds’ expenses, which are disclosed in the Fee and Expense table and described more fully in a footnote to that table in your Fund Prospectus.

b Expenses are equal to the Fund’s annualized expense ratio multiplied by the average account value from May 1, 2013 through October 31, 2013 multiplied to reflect one-half year period. The expense ratio presented represents a six-month, annualized ratio in accordance with Securities and Exchange Commission guidelines.

c Represents the hypothetical 5% return before expenses.

115

Statement of Investments

October 31, 2013

Nationwide Destination 2045 Fund

Mutual Funds 100.1%
	Shares		Market Value
Alternative Assets 12.0%
Nationwide Alternatives Allocation Fund, Institutional Class (a)		948,826	$	9,317,473
Total Alternative Assets (cost $9,154,367)				9,317,473
Equity Funds 88.1%
Nationwide International Index Fund, Institutional Class (a)		2,478,750		20,945,434
Nationwide Mid Cap Market Index Fund, Institutional Class (a)		743,805		13,968,658
Nationwide S&P 500 Index Fund, Institutional Class (a)		1,596,092		23,271,026
Nationwide Small Cap Index Fund, Institutional Class (a)		636,003		10,017,041
Total Equity Funds (cost $54,193,943)				68,202,159
Total Mutual Funds (cost $63,348,310)				77,519,632
Exchange Traded Fund 0.0%†
Fixed Income Fund 0.0% †
iShares Barclays 1-3 Year Credit Bond Fund		1		105
Total Exchange Traded Fund (cost $105)				105
Total Investments (cost $63,348,415) (b) — 100.1%				77,519,737
Liabilities in excess of other assets — (0.1)%				(43,615	)
NET ASSETS — 100.0%			$	77,476,122

(a) Investment in affiliate.

(b) See notes to financial statements for tax unrealized appreciation/(depreciation) of securities.

† Amount rounds to less than 0.1%.

The accompanying notes are an integral part of these financial statements.

116

Statement of Assets and Liabilities

October 31, 2013

	Nationwide Destination 2045 Fund
Assets:
Investments in affiliates, at value (cost $63,348,310)	$	77,519,632
Investments in non-affiliates, at value (cost $105)		105
Total Investments		77,519,737
Cash		551
Receivable for investments sold		375,069
Receivable for capital shares issued		32,219
Total Assets		77,927,576
Liabilities:
Payable for capital shares redeemed		407,288
Accrued expenses and other payables:
Investment advisory fees		8,435
Distribution fees		22,033
Administrative servicing fees		13,197
Trustee fees (Note 3)		355
Professional fees		146
Total Liabilities		451,454
Net Assets	$	77,476,122
Represented by:
Capital	$	61,374,975
Accumulated net realized gains from affiliated and non-affiliated investments		1,929,825
Net unrealized appreciation/(depreciation) from investments in affiliates		14,171,322
Net Assets	$	77,476,122
Net Assets:
Class A Shares	$	9,638,145
Class C Shares		1,889,419
Class R1 Shares		2,282,509
Class R2 Shares		40,428,471
Institutional Service Class Shares		11,714,723
Institutional Class Shares		11,522,855
Total	$	77,476,122
Shares Outstanding (unlimited number of shares authorized):
Class A Shares		925,848
Class C Shares		182,481
Class R1 Shares		220,599
Class R2 Shares		3,905,084
Institutional Service Class Shares		1,126,614
Institutional Class Shares		1,102,347
Total		7,462,973

117

Statement of Assets and Liabilities (Continued)

October 31, 2013

	Nationwide Destination 2045 Fund
Net asset value and redemption price per share (Net assets by class divided by shares outstanding by class, respectively):
Class A Shares (a)	$	10.41
Class C Shares (b)	$	10.35
Class R1 Shares	$	10.35
Class R2 Shares	$	10.35
Institutional Service Class Shares	$	10.40
Institutional Class Shares	$	10.45
Maximum offering price per share (100%/(100%-maximum sales charge) of net asset value adjusted to the nearest cent):
Class A Shares	$	11.05
Maximum Sales Charge:
Class A Shares		5.75	%

(a) For Class A Shares, the redemption price per share is reduced by 1.00% on sales of shares of original purchases of $1,000,000 or more or that were not subject to a front-end sales charge made within 18 months of the purchase date.

(b) For Class C Shares, the redemption price per share is reduced by 1.00% for shares held less than one year.

The accompanying notes are an integral part of these financial statements.

118

Statement of Operations

For the Year Ended October 31, 2013

	Nationwide Destination 2045 Fund
INVESTMENT INCOME:
Dividend income from affiliates	$	1,169,237
Dividend income from non-affiliates		7,126
Total Income		1,176,363
EXPENSES:
Investment advisory fees		81,919
Distribution fees Class A		20,722
Distribution fees Class C		15,801
Distribution fees Class R1		13,022
Distribution fees Class R2		172,645
Administrative servicing fees Class A		20,721
Administrative servicing fees Class R1		5,009
Administrative servicing fees Class R2		86,290
Administrative servicing fees Institutional Service Class		22,157
Professional fees (Note 3)		668
Trustee fees (Note 3)		2,439
Total Expenses		441,393
NET INVESTMENT INCOME		734,970
REALIZED/UNREALIZED GAINS (LOSSES) FROM INVESTMENTS:
Net realized gain distributions from underlying affiliated funds		696,522
Net realized gains from investment transactions with affiliates		1,984,828
Net realized losses from investment transactions with non-affiliates		(3,465	)
Net realized gains from affiliated and non-affiliated investments		2,677,885
Net change in unrealized appreciation/(depreciation) from investments in affiliates		10,489,630
Net change in unrealized appreciation/(depreciation) from investments in non-affiliates		(2,798	)
Net change in unrealized appreciation/(depreciation) from investments in affiliates and non- affiliates		10,486,832
Net realized/unrealized gains from affiliated and non-affiliated investments		13,164,717
CHANGE IN NET ASSETS RESULTING FROM OPERATIONS	$	13,899,687

The accompanying notes are an integral part of these financial statements.

119

Statements of Changes in Net Assets

	Nationwide Destination 2045 Fund
	Year Ended October 31, 2013			Year Ended October 31, 2012
Operations:
Net investment income	$	734,970		$	355,224
Net realized gains from affiliated and non-affiliated investments		2,677,885			1,614,365
Net change in unrealized appreciation/(depreciation) from investments in affiliates and non-affiliates		10,486,832			1,670,318
Change in net assets resulting from operations		13,899,687			3,639,907
Distributions to Shareholders From:
Net investment income:
Class A		(110,404	)		(60,504	)
Class C		(13,772	)		(3,301	)
Class R1		(20,032	)		(10,066	)
Class R2		(383,828	)		(197,753	)
Institutional Service Class		(136,810	)		(67,873	)
Institutional Class		(130,909	)		(64,201	)
Net realized gains:
Class A		(169,214	)		(191,426	)
Class C		(30,084	)		(9,172	)
Class R1		(42,441	)		(51,586	)
Class R2		(712,623	)		(802,169	)
Institutional Service Class		(171,504	)		(159,943	)
Institutional Class		(136,480	)		(138,540	)
Change in net assets from shareholder distributions		(2,058,101	)		(1,756,534	)
Change in net assets from capital transactions		16,485,716			13,576,044
Change in net assets		28,327,302			15,459,417
Net Assets:
Beginning of year		49,148,820			33,689,403
End of year	$	77,476,122		$	49,148,820
CAPITAL TRANSACTIONS:
Class A Shares
Proceeds from shares issued	$	3,463,270		$	1,878,254
Dividends reinvested		279,618			251,930
Cost of shares redeemed		(2,376,805	)		(508,728	)
Total Class A Shares		1,366,083			1,621,456
Class C Shares
Proceeds from shares issued		638,309			870,363
Dividends reinvested		43,856			12,473
Cost of shares redeemed		(186,221	)		(36,962	)
Total Class C Shares		495,944			845,874
Class R1 Shares
Proceeds from shares issued		548,220			451,111
Dividends reinvested		62,473			61,652
Cost of shares redeemed		(430,441	)		(167,095	)
Total Class R1 Shares		180,252			345,668

120

Statements of Changes in Net Assets (Continued)

	Nationwide Destination 2045 Fund
	Year Ended October 31, 2013			Year Ended October 31, 2012
CAPITAL TRANSACTIONS: (continued)
Class R2 Shares
Proceeds from shares issued	$	8,960,795		$	7,805,504
Dividends reinvested		1,096,451			999,922
Cost of shares redeemed		(3,933,790	)		(2,034,089	)
Total Class R2 Shares		6,123,456			6,771,337
Institutional Service Class Shares
Proceeds from shares issued		4,738,445			2,890,110
Dividends reinvested		308,314			227,816
Cost of shares redeemed		(1,567,930	)		(737,426	)
Total Institutional Service Class Shares		3,478,829			2,380,500
Institutional Class Shares
Proceeds from shares issued		5,377,565			2,819,400
Dividends reinvested		267,389			202,741
Cost of shares redeemed		(803,802	)		(1,410,932	)
Total Institutional Class Shares		4,841,152			1,611,209
Change in net assets from capital transactions	$	16,485,716		$	13,576,044
SHARE TRANSACTIONS:
Class A Shares
Issued		368,478			225,349
Reinvested		32,039			32,129
Redeemed		(249,378	)		(60,804	)
Total Class A Shares		151,139			196,674
Class C Shares
Issued		69,694			105,260
Reinvested		5,084			1,591
Redeemed		(19,809	)		(4,245	)
Total Class C Shares		54,969			102,606
Class R1 Shares
Issued		56,851			54,105
Reinvested		7,246			7,944
Redeemed		(44,227	)		(19,763	)
Total Class R1 Shares		19,870			42,286
Class R2 Shares
Issued		961,902			934,071
Reinvested		126,842			128,547
Redeemed		(410,145	)		(244,215	)
Total Class R2 Shares		678,599			818,403
Institutional Service Class Shares
Issued		498,725			347,088
Reinvested		35,164			28,967
Redeemed		(164,435	)		(87,660	)
Total Institutional Service Class Shares		369,454			288,395

121

Statements of Changes in Net Assets (Continued)

	Nationwide Destination 2045 Fund
	Year Ended October 31, 2013			Year Ended October 31, 2012
SHARE TRANSACTIONS: (continued)
Institutional Class Shares
Issued		559,027			336,764
Reinvested		30,182			25,655
Redeemed		(85,150	)		(172,973	)
Total Institutional Class Shares		504,059			189,446
Total change in shares		1,778,090			1,637,810

The accompanying notes are an integral part of these financial statements.

122

Financial Highlights

Selected data for each share of capital outstanding throughout the periods indicated

Nationwide Destination 2045 Fund

			Operations						Distributions													Ratios/Supplemental Data
	Net Asset Value, Beginning of Period		Net Investment Income		Net Realized and Unrealized Gains from Investments		Total from Operations		Net Investment Income			Net Realized Gains			Total Distributions			Net Asset Value, End of Period		Total Return (a)		Net Assets at End of Period		Ratio of Expenses to Average Net Assets		Ratio of Net Investment Income to Average Net Assets		Ratio of Expenses (Prior to Reimbursements) to Average Net Assets		Portfolio Turnover (b)
Class A Shares
Year Ended October 31, 2013 (c)	$	8.67		0.12		1.97		2.09		(0.14	)		(0.21	)		(0.35	)	$	10.41		24.90%	$	9,638,145		0.63%		1.24%		0.63%		14.02%
Year Ended October 31, 2012 (c)	$	8.35		0.08		0.65		0.73		(0.09	)		(0.32	)		(0.41	)	$	8.67		9.29%	$	6,718,030		0.66%		0.95%		0.66%		20.41%
Year Ended October 31, 2011 (c)	$	8.31		0.12		0.15		0.27		(0.14	)		(0.09	)		(0.23	)	$	8.35		3.13%	$	4,825,583		0.83%		1.39%		0.83%		29.14%
Year Ended October 31, 2010 (c)	$	7.26		0.07		1.16		1.23		(0.11	)		(0.07	)		(0.18	)	$	8.31		17.27%	$	3,401,758		0.83%		0.84%		0.83%		14.72%
Year Ended October 31, 2009 (c)	$	6.48		0.09		0.87		0.96		(0.12	)		(0.06	)		(0.18	)	$	7.26		15.22%	$	910,313		0.83%		1.46%		0.83%		18.95%
Class C Shares
Year Ended October 31, 2013 (c)	$	8.63		0.07		1.96		2.03		(0.10	)		(0.21	)		(0.31	)	$	10.35		24.26%	$	1,889,419		1.13%		0.70%		1.13%		14.02%
Year Ended October 31, 2012 (c)	$	8.32		0.02		0.67		0.69		(0.06	)		(0.32	)		(0.38	)	$	8.63		8.78%	$	1,100,900		1.14%		0.26%		1.14%		20.41%
Year Ended October 31, 2011 (c)	$	8.29		0.06		0.16		0.22		(0.10	)		(0.09	)		(0.19	)	$	8.32		2.56%	$	207,219		1.33%		0.69%		1.33%		29.14%
Year Ended October 31, 2010 (c)	$	7.25		0.06		1.13		1.19		(0.08	)		(0.07	)		(0.15	)	$	8.29		16.56%	$	117,043		1.33%		0.74%		1.33%		14.72%
Year Ended October 31, 2009 (c)	$	6.47		0.04		0.89		0.93		(0.09	)		(0.06	)		(0.15	)	$	7.25		14.89%	$	61,835		1.33%		0.63%		1.33%		18.95%
Class R1 Shares
Year Ended October 31, 2013 (c)	$	8.62		0.08		1.96		2.04		(0.10	)		(0.21	)		(0.31	)	$	10.35		24.46%	$	2,282,509		1.03%		0.88%		1.03%		14.02%
Year Ended October 31, 2012 (c)	$	8.30		0.04		0.66		0.70		(0.06	)		(0.32	)		(0.38	)	$	8.62		8.91%	$	1,730,793		1.06%		0.53%		1.06%		20.41%
Year Ended October 31, 2011 (c)	$	8.28		0.05		0.17		0.22		(0.11	)		(0.09	)		(0.20	)	$	8.30		2.60%	$	1,315,650		1.23%		0.62%		1.23%		29.14%
Year Ended October 31, 2010 (c)	$	7.24		0.05		1.15		1.20		(0.09	)		(0.07	)		(0.16	)	$	8.28		16.70%	$	414,749		1.23%		0.60%		1.23%		14.72%
Year Ended October 31, 2009 (c)	$	6.46		0.08		0.85		0.93		(0.09	)		(0.06	)		(0.15	)	$	7.24		14.99%	$	112,869		1.23%		1.27%		1.23%		18.95%
Class R2 Shares
Year Ended October 31, 2013 (c)	$	8.63		0.09		1.95		2.04		(0.11	)		(0.21	)		(0.32	)	$	10.35		24.49%	$	40,428,471		0.88%		1.00%		0.88%		14.02%
Year Ended October 31, 2012 (c)	$	8.31		0.06		0.65		0.71		(0.07	)		(0.32	)		(0.39	)	$	8.63		9.08%	$	27,832,812		0.91%		0.70%		0.91%		20.41%
Year Ended October 31, 2011 (c)	$	8.28		0.10		0.14		0.24		(0.12	)		(0.09	)		(0.21	)	$	8.31		2.78%	$	20,007,152		1.08%		1.12%		1.08%		29.14%
Year Ended October 31, 2010 (c)	$	7.23		0.07		1.14		1.21		(0.09	)		(0.07	)		(0.16	)	$	8.28		16.94%	$	13,059,574		1.09%		0.95%		1.09%		14.72%
Year Ended October 31, 2009 (c)	$	6.46		0.07		0.87		0.94		(0.11	)		(0.06	)		(0.17	)	$	7.23		15.07%	$	7,333,974		1.08%		1.14%		1.08%		18.95%
Institutional Service Class Shares
Year Ended October 31, 2013 (c)	$	8.66		0.14		1.97		2.11		(0.16	)		(0.21	)		(0.37	)	$	10.40		25.25%	$	11,714,723		0.38%		1.46%		0.38%		14.02%
Year Ended October 31, 2012 (c)	$	8.34		0.10		0.65		0.75		(0.11	)		(0.32	)		(0.43	)	$	8.66		9.57%	$	6,558,488		0.41%		1.20%		0.41%		20.41%
Year Ended October 31, 2011 (c)	$	8.31		0.14		0.14		0.28		(0.16	)		(0.09	)		(0.25	)	$	8.34		3.27%	$	3,909,223		0.57%		1.58%		0.57%		29.14%
Year Ended October 31, 2010 (c)	$	7.24		0.11		1.15		1.26		(0.12	)		(0.07	)		(0.19	)	$	8.31		17.64%	$	2,384,465		0.58%		1.45%		0.58%		14.72%
Year Ended October 31, 2009 (c)	$	6.47		0.11		0.85		0.96		(0.13	)		(0.06	)		(0.19	)	$	7.24		15.53%	$	851,684		0.58%		1.63%		0.58%		18.95%
Institutional Class Shares
Year Ended October 31, 2013 (c)	$	8.70		0.16		1.98		2.14		(0.18	)		(0.21	)		(0.39	)	$	10.45		25.54%	$	11,522,855		0.13%		1.64%		0.13%		14.02%
Year Ended October 31, 2012 (c)	$	8.38		0.12		0.65		0.77		(0.13	)		(0.32	)		(0.45	)	$	8.70		9.78%	$	5,207,797		0.16%		1.38%		0.16%		20.41%
Year Ended October 31, 2011 (c)	$	8.34		0.18		0.13		0.31		(0.18	)		(0.09	)		(0.27	)	$	8.38		3.61%	$	3,424,576		0.33%		2.07%		0.33%		29.14%
Year Ended October 31, 2010 (c)	$	7.27		0.14		1.13		1.27		(0.13	)		(0.07	)		(0.20	)	$	8.34		17.77%	$	2,636,642		0.34%		1.77%		0.34%		14.72%
Year Ended October 31, 2009 (c)	$	6.48		0.13		0.87		1.00		(0.15	)		(0.06	)		(0.21	)	$	7.27		16.06%	$	1,573,211		0.33%		1.98%		0.33%		18.95%

(a) Excludes sales charge.

(b) Portfolio turnover is calculated on the basis of the Fund as a whole without distinguishing among the classes of shares.

(c) Per share calculations were performed using average shares method.

The accompanying notes are an integral part of these financial statements.

123

Fund Commentary Nationwide Destination 2050 Fund

For the annual period ended October 31, 2013, the Nationwide Destination 2050 Fund (Class R2) returned 24.62% versus 22.53% for its benchmark, the Morningstar® (Mstar) Lifetime Moderate 2050 Index. For broader comparison, the median return for the Fund’s closest Lipper peer category of Mixed-Asset Target 2050 Funds (consisting of 166 funds as of October 31, 2013) was 22.69% for the same time period.

The Fund’s return for the 12-month period covered in this report was primarily driven by strong positive returns across the equity markets in the U.S. and foreign developed countries. In general, U.S. equity markets led the way as large-, mid- and small-capitalization stocks posted double-digit gains. Specifically, the S&P 500® Index (representing large-cap stocks) rose more than 27%, S&P MidCap 400® Index (mid-cap stocks) increased more than 33% and Russell 2000® Index (small-cap stocks) gained more than 36%. During the period, the U.S. Federal Reserve (Fed) reaffirmed its intent to support the economy by maintaining its pace of asset purchases, helping to underpin the gains delivered in the U.S. equity markets.

The equity markets within foreign developed countries (as distinguished from emerging market countries) generally posted double-digit returns as well. The MSCI EAFE® Index (representing developed international markets) posted a gain of nearly 27% during the period. This return was helped by receding concerns regarding political and economic uncertainty in various parts of the eurozone, the Fed’s decision not to taper (gradually reduce) its pace of asset purchases and the dissipation of tensions in Syria.

With regard to intermediate-term, investment-grade U.S. fixed-income bonds, the Barclays U.S. Aggregate Bond Index (representing such U.S. bonds) posted a negative return of -1.08% during the period. Interest rates on the bellwether 10-year U.S. Treasury note increased nearly 100 basis points during the period, beginning November 2012 at 1.62%, increasing to 3.00% by early September 2013 and easing back at the end of the period to 2.56% after the Fed’s announcement to postpone the tapering of its asset purchases. The rise in interest rates

coincided with an increase in intermediate- and long-term bond prices and a decrease in bond returns for the period as a whole. Short-term interest rates remained range-bound near zero, effectively keeping returns for investments in short-term bond investments in the very low single digits, and returns for money market investments barely above zero.

As for the seven asset classes represented within the Fund’s allocation to the underlying Nationwide Alternatives Allocation Fund (Alternatives Fund) — global real estate stocks, commodities, emerging market stocks, emerging market bonds, international (developed market) bonds, U.S. high-yield bonds and U.S. Treasury Inflation-Protected Securities (TIPS) — returns were mixed during the period. Overall, the Alternatives Fund return was slightly positive with 1.28% for Institutional Class shares) and made a modest positive contribution to the Fund’s return. Within the Alternatives Fund, double-digit returns were posted by the U.S. high yield bonds and global real estate stocks sleeves with smaller positive returns generated by emerging market stocks and international (developed market) bonds. The Alternatives Fund sleeves representing commodities, TIPS and emerging market bonds, however, posted negative returns. The former sleeve was adversely affected by, among other things, slackening demand for precious metals and an oversupply of corn. The latter two sleeves were adversely affected by the gradual rise in longer-term bond prices (as noted above). In the case of TIPS, inflation remained relatively low in the U.S., causing “real” yields (current yield minus current inflation level) to be negative and a disincentive to investment. In the case of emerging market bonds, the slowing of inflows of foreign capital to many of these markets and the strengthening of the U.S. dollar against certain currencies further combined to reduce returns.

The returns from the Fund’s investments in the Nationwide S&P 500 Index Fund and Nationwide International Index Fund, combined with their relatively significant allocations within the Fund, made them the largest contributors to the Fund’s return during the period, as shown in the chart below.

124

Fund Commentary (con’t.) Nationwide Destination 2050 Fund

None of the Fund’s underlying investments posted a negative return during the period.

Portfolio Manager:

Thomas R. Hickey Jr., Nationwide Fund Advisors

The Fund is designed to provide diversification across a variety of asset classes, primarily by investing in underlying funds. Therefore, in addition to the expenses of the Fund, each investor is indirectly paying a proportionate share of the applicable fees and expenses of its underlying funds.

Investments in the Fund are subject to the risks of its underlying funds. The year in the Fund’s name refers to the approximate year (target date) that an investor plans to retire or begin withdrawing money from the Fund. The Fund will gradually shift its investment allocations from more aggressive investments to more conservative investments based on its target date. An investment in the Fund is not guaranteed at any time, including on or after its target date. Please refer to the summary prospectus for a more detailed explanation of the Fund’s principal risks.

Asset allocation is the process of spreading assets across several different investment styles and asset classes. The purpose is to potentially reduce long-term risk and capture potential profits across various asset classes.

There is no assurance that the investment objective of any fund (or that of any underlying fund) will be achieved or that a diversified portfolio will produce better results than a nondiversified portfolio. Diversification does not guarantee returns or insulate an investor from potential losses, including the possible loss of principal.

A description of the benchmarks can be found on the Market Index Definitions page at the back of this book.

Note:Effective September 9, 2013, important changes were made to the Fund’s allocations that were intended to improve the risk-return characteristics of this Fund. Please see the Fund’s prospectus for more details.

Nationwide Destination 2050 Fund

Actual Underlying Fund Allocations

(as of October 31, 2013)

Nationwide S&P 500 Index Fund	30%
Nationwide International Index Fund	27%
Nationwide Mid Cap Market Index Fund	18%
Nationwide Small Cap Index Fund	13%
Nationwide Alternatives Allocation Fund	12%
	100%

Actual underlying fund allocations are stated as a percentage of the Fund’s total net assets. Allocations may change over time in order for the Fund to meet its objective or due to market and/or economic conditions. Because the Fund’s allocation may not match a particular investor’s retirement goal and an investor may have different retirement needs than anticipated, there is no guarantee that an investor will have the desired level of retirement assets available. Also, an investor may have different retirement needs than the allocation model anticipates.

125

Fund Commentary (con’t.) Nationwide Destination 2050 Fund

Contributions of Underlying Funds to Fund Performance

(For the year ended October 31, 2013)

Nationwide Destination 2050 Fund

The contribution of underlying funds to Fund performance is based on target underlying fund allocations through the reporting period. Returns reflect the impact of each underlying fund’s fees and expenses, but do not reflect the Nationwide Destination 2050 Fund’s fees and expenses. Day-to-day market activity will likely cause the Fund’s target allocations to fluctuate. Under ordinary circumstances, Nationwide Fund Advisors periodically will rebalance the assets of the Fund in order to conform its actual allocations to those stated in the then-current prospectus. The asset class target allocations are subject to change at any time and without notice. For more information, refer to the Fund’s prospectus.

126

Fund Overview Nationwide Destination 2050 Fund

Objective

The Fund seeks capital appreciation and income consistent with its current asset allocation.

Highlights

Ÿ The Fund’s investments in U.S. and foreign developed market stocks account for nearly 88% of its allocations and contributed more than 95% to the returns of the Fund during the period.

Asset Allocation†

Equity Funds	88.0%
Alternative Assets	12.1%
Liabilities in excess of other assets	(0.1)%
	100.0%

Top Holdings††

Nationwide S&P 500 Index Fund, Institutional Class	30.1%
Nationwide International Index Fund, Institutional Class	27.0%
Nationwide Mid Cap Market Index Fund, Institutional Class	18.0%
Nationwide Small Cap Index Fund, Institutional Class	12.9%
Nationwide Alternatives Allocation Fund, Institutional Class	12.0%
	100.0%

† Percentages indicated are based upon net assets as of October 31, 2013.

†† Percentages indicated are based upon total investments as of October 31, 2013.

127

Fund Performance Nationwide Destination 2050 Fund

Average Annual Total Return

(For periods ended October 31, 2013)		1 Yr.			5 Yr.		Inception5
Class A	w/o SC1		24.87%			13.88%		3.90%
	w/SC2		17.73%			12.54%		2.91%
Class C	w/o SC1		24.34%			13.28%		3.29%
	w/SC		23.34%	3		13.28%		3.29%
Class R14			24.39%			13.38%		3.41%
Class R24			24.62%			13.55%		3.57%
Institutional Service Class4			25.18%			14.11%		4.07%
Institutional Class4			25.55%			14.40%		4.35%

Expense Ratios

	Expense Ratio*
Class A	0.93%
Class C	1.43%
Class R1	1.33%
Class R2	1.18%
Institutional Services Class	0.68%
Institutional Class	0.43%

*Current effective prospectus dated March 1, 2013. Expenses also include indirect underlying fund expenses. Please see the Fund’s most recent prospectus for details.

All figures showing the effect of a sales charge (SC) reflect the maximum charge possible, because it has the most significant effect on performance data.

¹  These returns do not reflect the effects of SCs.

²  A 5.75% front-end sales charge was deducted.

³  A 1.00% contingent deferred sales charge was deducted from the one year return because it is charged when you sell Class C shares within the first year after purchase.

⁴  Not subject to any SCs.

⁵  Since inception date of August 30, 2007.

128

Fund Performance (con’t.) Nationwide Destination 2050 Fund

Performance of a $10,000 Investment

Investment return and principal value will fluctuate, and when redeemed, shares may be worth more or less than original cost. Past performance is no guarantee of future results and does not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares. Investing in mutual funds involves market risk, including loss of principal. Performance returns assume the reinvestment of all distributions.

Comparative performance of $10,000 invested in Class R2 shares of the Nationwide Destination 2050 Fund from inception through 10/31/13 versus the Morningstar Lifetime Moderate 2050 Index and the Consumer Price Index (CPI) from 9/1/07 through 10/31/13. Unlike the Fund, the returns for these unmanaged indexes do not reflect any fees, expenses, or sales charges. Investors cannot invest directly in market indexes. A description of the benchmarks can be found on the Market Index Definitions page at the back of this book.

129

Shareholder Expense Example Nationwide Destination 2050 Fund

Nationwide Destination 2050 Fund

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, including sales charges (loads) paid on purchase payments and redemption fees; and (2) ongoing costs, including investment advisory fees, administration fees, distribution fees and other Fund expenses. The examples below are intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds. Per Securities and Exchange Commission (“SEC”) requirements, the examples assume that you had a $1,000 investment in the Class at the beginning of the reporting period (May 1, 2013) and continued to hold your shares at the end of the reporting period (October 31, 2013).

Actual Expenses

For each Class of the Fund in the table below, the first line provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid from May 1, 2013 through October 31, 2013. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line of each Class under the heading entitled “Expenses Paid During

Period” to estimate the expenses you paid on your account during this period.

Hypothetical Expenses for Comparison Purposes

The second line of each Class in the table below provides information about hypothetical account values and hypothetical expenses based on the Class’ actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Class’ actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period from May 1, 2013 through October 31, 2013. You may use this information to compare the ongoing costs of investing in the Class of the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transaction costs, such as sales charges (loads) or redemption fees. If these transaction costs were included, your costs would have been higher. Therefore, the second line for each Class in the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. The examples also assume all dividends and distributions are reinvested.

Schedule of Shareholder Expenses

Expense Analysis of a $1,000 Investment

October 31, 2013

Nationwide Destination 2050 Fund			Beginning Account Value ($) 05/01/13	Ending Account Value ($) 10/31/13	Expenses Paid During Period ($) 05/01/13 - 10/31/13a	Expense Ratio During Period (%) 05/01/13 - 10/31/13a
Class A Shares	Actual	b	1,000.00	1,091.60	3.32	0.63
	Hypothetical	b,c	1,000.00	1,022.03	3.21	0.63
Class C Shares	Actual	b	1,000.00	1,088.30	5.95	1.13
	Hypothetical	b,c	1,000.00	1,019.51	5.75	1.13
Class R1 Shares	Actual	b	1,000.00	1,090.10	5.43	1.03
	Hypothetical	b,c	1,000.00	1,020.01	5.24	1.03
Class R2 Shares	Actual	b	1,000.00	1,089.70	4.64	0.88
	Hypothetical	b,c	1,000.00	1,020.77	4.48	0.88
Institutional Service Class Shares	Actual	b	1,000.00	1,091.80	2.00	0.38
	Hypothetical	b,c	1,000.00	1,023.29	1.94	0.38
Institutional Class Shares	Actual	b	1,000.00	1,094.10	0.74	0.14
	Hypothetical	b,c	1,000.00	1,024.50	0.71	0.14

a Expenses are based on the direct expenses of the Fund and do not include the effect of the underlying Funds’ expenses, which are disclosed in the Fee and Expense table and described more fully in a footnote to that table in your Fund Prospectus.

b Expenses are equal to the Fund’s annualized expense ratio multiplied by the average account value from May 1, 2013 through October 31, 2013 multiplied to reflect one-half year period. The expense ratio presented represents a six-month, annualized ratio in

c Represents the hypothetical 5% return before expenses.

130

Statement of Investments

October 31, 2013

Nationwide Destination 2050 Fund

Mutual Funds 100.1%
	Shares		Market Value
Alternative Assets 12.1%
Nationwide Alternatives Allocation Fund, Institutional Class (a)		900,880	$	8,846,646
Total Alternative Assets (cost $8,782,991)				8,846,646
Equity Funds 88.0%
Nationwide International Index Fund, Institutional Class (a)		2,347,273		19,834,457
Nationwide Mid Cap Market Index Fund, Institutional Class (a)		707,429		13,285,522
Nationwide S&P 500 Index Fund, Institutional Class (a)		1,516,775		22,114,585
Nationwide Small Cap Index Fund, Institutional Class (a)		602,814		9,494,317
Total Equity Funds (cost $53,227,800)				64,728,881
Total Mutual Funds (cost $62,010,791)				73,575,527
Total Investments (cost $62,010,791) (b) — 100.1%				73,575,527
Liabilities in excess of other assets — (0.1)%				(39,392	)
NET ASSETS — 100.0%			$	73,536,135

(a) Investment in affiliate.

(b) See notes to financial statements for tax unrealized appreciation/(depreciation) of securities.

The accompanying notes are an integral part of these financial statements.

131

Statement of Assets and Liabilities

October 31, 2013

	Nationwide Destination 2050 Fund
Assets:
Investments in affiliates, at value (cost $62,010,791)	$	73,575,527
Cash		176
Receivable for investments sold		36,398
Receivable for capital shares issued		42,780
Total Assets		73,654,881
Liabilities:
Payable for capital shares redeemed		79,178
Accrued expenses and other payables:
Investment advisory fees		7,992
Distribution fees		18,014
Administrative servicing fees		13,164
Trustee fees (Note 3)		256
Professional fees (Note 3)		142
Total Liabilities		118,746
Net Assets	$	73,536,135
Represented by:
Capital	$	56,248,840
Accumulated net realized gains from affiliated and non-affiliated investments		5,722,559
Net unrealized appreciation/(depreciation) from investments in affiliates		11,564,736
Net Assets	$	73,536,135
Net Assets:
Class A Shares	$	21,173,452
Class C Shares		85,351
Class R1 Shares		1,652,454
Class R2 Shares		29,951,824
Institutional Service Class Shares		11,898,250
Institutional Class Shares		8,774,804
Total	$	73,536,135
Shares Outstanding (unlimited number of shares authorized):
Class A Shares		2,142,792
Class C Shares		8,711
Class R1 Shares		168,158
Class R2 Shares		3,053,533
Institutional Service Class Shares		1,203,695
Institutional Class Shares		885,712
Total		7,462,601

132

Statement of Assets and Liabilities (Continued)

October 31, 2013

	Nationwide Destination 2050 Fund
Net asset value and redemption price per share (Net assets by class divided by shares outstanding by class, respectively):
Class A Shares(a)	$	9.88
Class C Shares(b)	$	9.80
Class R1 Shares	$	9.83
Class R2 Shares	$	9.81
Institutional Service Class Shares	$	9.88
Institutional Class Shares	$	9.91
Maximum offering price per share (100%/(100%-maximum sales charge) of net asset value adjusted to the nearest cent):
Class A Shares	$	10.48
Maximum Sales Charge:
Class A Shares		5.75	%

(a) For Class A Shares, the redemption price per share is reduced by 1.00% on sales of shares of original purchases of  $1,000,000 or more or that were not subject to a front-end sales charge made within 18 months of the purchase date.

(b) For Class C Shares, the redemption price per share is reduced by 1.00% for shares held less than one year.

The accompanying notes are an integral part of these financial statements.

133

Statement of Operations

For the Year Ended October 31, 2013

	Nationwide Destination 2050 Fund
INVESTMENT INCOME:
Dividend income from affiliates	$	1,170,953
Dividend income from non-affiliates		2,614
Total Income		1,173,567
EXPENSES:
Investment advisory fees		80,905
Distribution fees Class A		47,604
Distribution fees Class C		1,028
Distribution fees Class R1		9,810
Distribution fees Class R2		132,781
Administrative servicing fees Class A		47,604
Administrative servicing fees Class R1		3,773
Administrative servicing fees Class R2		66,377
Administrative servicing fees Institutional Service Class		23,950
Professional fees (Note 3)		643
Trustee fees (Note 3)		2,309
Total Expenses		416,784
NET INVESTMENT INCOME		756,783
REALIZED/UNREALIZED GAINS (LOSSES) FROM INVESTMENTS:
Net realized gain distributions from underlying affiliated funds		715,351
Net realized gains from investment transactions with affiliates		6,046,796
Net realized gains from investment transactions with non-affiliates		2,216
Net realized gains from affiliated and non-affiliated investments		6,764,363
Net change in unrealized appreciation/(depreciation) from investments in affiliates		6,289,645
Net change in unrealized appreciation/(depreciation) from investments in non-affiliates		(2,915	)
Net change in unrealized appreciation/(depreciation) from investments in affiliates and non-affiliates		6,286,730
Net realized/unrealized gains from affiliated and non-affiliated investments		13,051,093
CHANGE IN NET ASSETS RESULTING FROM OPERATIONS	$	13,807,876

The accompanying notes are an integral part of these financial statements.

134

Statements of Changes in Net Assets

	Nationwide Destination 2050 Fund
	Year Ended October 31, 2013			Year Ended October 31, 2012
Operations:
Net investment income	$	756,783		$	403,301
Net realized gains from affiliated and non-affiliated investments		6,764,363			2,460,293
Net change in unrealized appreciation/(depreciation) from investments in affiliates and non-affiliates		6,286,730			1,141,253
Change in net assets resulting from operations		13,807,876			4,004,847
Distributions to Shareholders From:
Net investment income:
Class A		(264,881	)		(167,282	)
Class C		(1,617	)		(798	)
Class R1		(15,836	)		(8,795	)
Class R2		(290,966	)		(153,017	)
Institutional Service Class		(149,830	)		(81,883	)
Institutional Class		(93,191	)		(45,375	)
Net realized gains:
Class A		(794,249	)		(820,455	)
Class C		(6,748	)		(6,749	)
Class R1		(65,265	)		(62,797	)
Class R2		(1,036,393	)		(939,230	)
Institutional Service Class		(366,761	)		(314,876	)
Institutional Class		(184,891	)		(133,418	)
Change in net assets from shareholder distributions		(3,270,628	)		(2,734,675	)
Change in net assets from capital transactions		10,956,543			9,573,144
Change in net assets		21,493,791			10,843,316
Net Assets:
Beginning of year		52,042,344			41,199,028
End of year	$	73,536,135		$	52,042,344
CAPITAL TRANSACTIONS:
Class A Shares
Proceeds from shares issued	$	18,650,042		$	2,761,476
Dividends reinvested		1,059,130			987,737
Cost of shares redeemed		(18,888,388	)		(2,085,677	)
Total Class A Shares		820,784			1,663,536
Class C Shares
Proceeds from shares issued		14,849			41,577
Dividends reinvested		8,365			7,547
Cost of shares redeemed		(97,000	)		(26,814	)
Total Class C Shares		(73,786	)		22,310
Class R1 Shares
Proceeds from shares issued		518,461			566,715
Dividends reinvested		81,101			71,592
Cost of shares redeemed		(580,481	)		(383,851	)
Total Class R1 Shares		19,081			254,456

135

Statements of Changes in Net Assets (Continued)

	Nationwide Destination 2050 Fund
	Year Ended October 31, 2013			Year Ended October 31, 2012
CAPITAL TRANSACTIONS: (continued)
Class R2 Shares
Proceeds from shares issued	$	6,884,263		$	6,214,249
Dividends reinvested		1,327,359			1,092,247
Cost of shares redeemed		(4,317,276	)		(2,881,603	)
Total Class R2 Shares		3,894,346			4,424,893
Institutional Service Class Shares
Proceeds from shares issued		3,905,662			2,812,596
Dividends reinvested		516,591			396,759
Cost of shares redeemed		(1,900,412	)		(1,325,648	)
Total Institutional Service Class Shares		2,521,841			1,883,707
Institutional Class Shares
Proceeds from shares issued		4,956,051			2,101,908
Dividends reinvested		278,082			178,793
Cost of shares redeemed		(1,459,856	)		(956,459	)
Total Institutional Class Shares		3,774,277			1,324,242
Change in net assets from capital transactions	$	10,956,543		$	9,573,144
SHARE TRANSACTIONS:
Class A Shares
Issued		2,068,400			340,572
Reinvested		128,380			130,409
Redeemed		(2,095,801	)		(255,220	)
Total Class A Shares		100,979			215,761
Class C Shares
Issued		1,763			5,074
Reinvested		1,026			1,006
Redeemed		(11,439	)		(3,252	)
Total Class C Shares		(8,650	)		2,828
Class R1 Shares
Issued		57,216			69,970
Reinvested		9,923			9,516
Redeemed		(63,908	)		(45,909	)
Total Class R1 Shares		3,231			33,577
Class R2 Shares
Issued		779,156			766,603
Reinvested		162,360			145,247
Redeemed		(473,591	)		(362,076	)
Total Class R2 Shares		467,925			549,774
Institutional Service Class Shares
Issued		433,866			346,054
Reinvested		62,373			52,249
Redeemed		(212,823	)		(164,406	)
Total Institutional Service Class Shares		283,416			233,897

136

Statements of Changes in Net Assets (Continued)

	Nationwide Destination 2050 Fund
	Year Ended October 31, 2013			Year Ended October 31, 2012
SHARE TRANSACTIONS: (continued)
Institutional Class Shares
Issued		535,475			257,483
Reinvested		33,315			23,404
Redeemed		(158,683	)		(118,602	)
Total Institutional Class Shares		410,107			162,285
Total change in shares		1,257,008			1,198,122

The accompanying notes are an integral part of these financial statements.

137

Financial Highlights

Selected data for each share of capital outstanding throughout the periods indicated

Nationwide Destination 2050 Fund

			Operations						Distributions													Ratios/Supplemental Data
	Net Asset Value, Beginning of Period		Net Investment Income		Net Realized and Unrealized Gains from Investments		Total from Operations		Net Investment Income			Net Realized Gains			Total Distributions			Net Asset Value, End of Period		Total Return (a)		Net Assets at End of Period		Ratio of Expenses to Average Net Assets		Ratio of Net Investment Income to Average Net Assets		Ratio of Expenses (Prior to Reimbursements) to Average Net Assets		Portfolio Turnover (b)
Class A Shares
Year Ended October 31, 2013 (c)	$	8.41		0.12		1.87		1.99		(0.13	)		(0.39	)		(0.52	)	$	9.88		24.87%	$	21,173,452		0.63%		1.29%		0.63%		39.53%
Year Ended October 31, 2012 (c)	$	8.25		0.07		0.62		0.69		(0.09	)		(0.44	)		(0.53	)	$	8.41		9.13%	$	17,170,605		0.67%		0.92%		0.67%		22.16%
Year Ended October 31, 2011 (c)	$	8.35		0.13		0.12		0.25		(0.14	)		(0.21	)		(0.35	)	$	8.25		2.87%	$	15,061,292		0.83%		1.49%		0.83%		28.78%
Year Ended October 31, 2010 (c)	$	7.26		0.10		1.14		1.24		(0.11	)		(0.04	)		(0.15	)	$	8.35		17.13%	$	13,525,000		0.83%		1.27%		0.83%		16.40%
Year Ended October 31, 2009 (c)	$	6.42		0.08		0.94		1.02		(0.14	)		(0.04	)		(0.18	)	$	7.26		16.63%	$	10,334,866		0.83%		1.19%		0.83%		21.10%
Class C Shares
Year Ended October 31, 2013 (c)	$	8.35		0.10		1.84		1.94		(0.10	)		(0.39	)		(0.49	)	$	9.80		24.34%	$	85,351		1.14%		1.19%		1.14%		39.53%
Year Ended October 31, 2012 (c)	$	8.20		0.04		0.60		0.64		(0.05	)		(0.44	)		(0.49	)	$	8.35		8.57%	$	144,937		1.17%		0.46%		1.17%		22.16%
Year Ended October 31, 2011 (c)	$	8.31		0.04		0.17		0.21		(0.11	)		(0.21	)		(0.32	)	$	8.20		2.40%	$	119,107		1.32%		0.53%		1.32%		28.78%
Year Ended October 31, 2010 (c)	$	7.25		0.06		1.12		1.18		(0.08	)		(0.04	)		(0.12	)	$	8.31		16.42%	$	23,491		1.34%		0.78%		1.34%		16.40%
Year Ended October 31, 2009 (c)	$	6.40		0.08		0.91		0.99		(0.10	)		(0.04	)		(0.14	)	$	7.25		15.91%	$	9,006		1.33%		1.23%		1.33%		21.10%
Class R1 Shares
Year Ended October 31, 2013 (c)	$	8.37		0.08		1.86		1.94		(0.09	)		(0.39	)		(0.48	)	$	9.83		24.39%	$	1,652,454		1.03%		0.92%		1.03%		39.53%
Year Ended October 31, 2012 (c)	$	8.21		0.04		0.62		0.66		(0.06	)		(0.44	)		(0.50	)	$	8.37		8.78%	$	1,379,988		1.06%		0.53%		1.06%		22.16%
Year Ended October 31, 2011 (c)	$	8.32		0.08		0.13		0.21		(0.11	)		(0.21	)		(0.32	)	$	8.21		2.46%	$	1,078,724		1.23%		0.91%		1.23%		28.78%
Year Ended October 31, 2010 (c)	$	7.25		0.08		1.11		1.19		(0.08	)		(0.04	)		(0.12	)	$	8.32		16.54%	$	495,914		1.23%		0.98%		1.23%		16.40%
Year Ended October 31, 2009 (c)	$	6.40		0.09		0.90		0.99		(0.10	)		(0.04	)		(0.14	)	$	7.25		15.94%	$	377,829		1.23%		1.49%		1.23%		21.10%
Class R2 Shares
Year Ended October 31, 2013 (c)	$	8.35		0.09		1.87		1.96		(0.11	)		(0.39	)		(0.50	)	$	9.81		24.62%	$	29,951,824		0.88%		0.99%		0.88%		39.53%
Year Ended October 31, 2012 (c)	$	8.20		0.05		0.61		0.66		(0.07	)		(0.44	)		(0.51	)	$	8.35		8.80%	$	21,595,396		0.91%		0.67%		0.91%		22.16%
Year Ended October 31, 2011 (c)	$	8.30		0.09		0.14		0.23		(0.12	)		(0.21	)		(0.33	)	$	8.20		2.68%	$	16,686,950		1.08%		1.11%		1.08%		28.78%
Year Ended October 31, 2010 (c)	$	7.23		0.07		1.13		1.20		(0.09	)		(0.04	)		(0.13	)	$	8.30		16.75%	$	10,938,108		1.09%		0.93%		1.09%		16.40%
Year Ended October 31, 2009 (c)	$	6.39		0.08		0.92		1.00		(0.12	)		(0.04	)		(0.16	)	$	7.23		16.14%	$	5,612,611		1.08%		1.29%		1.08%		21.10%
Institutional Service Class Shares
Year Ended October 31, 2013 (c)	$	8.41		0.13		1.88		2.01		(0.15	)		(0.39	)		(0.54	)	$	9.88		25.18%	$	11,898,250		0.38%		1.48%		0.38%		39.53%
Year Ended October 31, 2012 (c)	$	8.25		0.09		0.62		0.71		(0.11	)		(0.44	)		(0.55	)	$	8.41		9.40%	$	7,742,113		0.41%		1.14%		0.41%		22.16%
Year Ended October 31, 2011 (c)	$	8.35		0.13		0.14		0.27		(0.16	)		(0.21	)		(0.37	)	$	8.25		3.13%	$	5,663,266		0.58%		1.57%		0.58%		28.78%
Year Ended October 31, 2010 (c)	$	7.26		0.11		1.14		1.25		(0.12	)		(0.04	)		(0.16	)	$	8.35		17.37%	$	4,315,631		0.59%		1.40%		0.59%		16.40%
Year Ended October 31, 2009 (c)	$	6.41		0.10		0.93		1.03		(0.14	)		(0.04	)		(0.18	)	$	7.26		16.73%	$	2,313,686		0.58%		1.50%		0.58%		21.10%
Institutional Class Shares
Year Ended October 31, 2013 (c)	$	8.43		0.15		1.89		2.04		(0.17	)		(0.39	)		(0.56	)	$	9.91		25.55%	$	8,774,804		0.13%		1.67%		0.13%		39.53%
Year Ended October 31, 2012 (c)	$	8.27		0.11		0.62		0.73		(0.13	)		(0.44	)		(0.57	)	$	8.43		9.64%	$	4,009,305		0.16%		1.35%		0.16%		22.16%
Year Ended October 31, 2011 (c)	$	8.37		0.15		0.14		0.29		(0.18	)		(0.21	)		(0.39	)	$	8.27		3.38%	$	2,589,689		0.33%		1.76%		0.33%		28.78%
Year Ended October 31, 2010 (c)	$	7.27		0.17		1.10		1.27		(0.13	)		(0.04	)		(0.17	)	$	8.37		17.69%	$	1,271,126		0.33%		2.22%		0.33%		16.40%
Year Ended October 31, 2009 (c)	$	6.42		0.14		0.91		1.05		(0.16	)		(0.04	)		(0.20	)	$	7.27		16.99%	$	1,748,097		0.33%		2.15%		0.33%		21.10%

(a) Excludes sales charge.

(b) Portfolio turnover is calculated on the basis of the Fund as a whole without distinguishing among the classes of shares.

(c) Per share calculations were performed using average shares method.

The accompanying notes are an integral part of these financial statements.

138

Fund Commentary Nationwide Destination 2055 Fund

For the annual period ended October 31, 2013, the Nationwide Destination 2055 Fund (Class R2) returned 24.47% versus 22.38% for its benchmark, the Morningstar® (Mstar) Lifetime Moderate 2055 Index. For broader comparison, the median return for the Fund’s closest Lipper peer category of Mixed-Asset Target 2055+ Funds (consisting of 97 funds as of October 31, 2013) was 23.35% for the same time period.

The Fund’s return for the 12-month period covered in this report was primarily driven by strong positive returns across the equity markets in the U.S. and foreign developed countries. In general, U.S. equity markets led the way as large-, mid- and small-capitalization stocks posted double-digit gains. Specifically, the S&P 500® Index (representing large-cap stocks) rose more than 27%, S&P MidCap 400® Index (mid-cap stocks) increased more than 33% and Russell 2000® Index (small-cap stocks) gained more than 36%. During the period, the U.S. Federal Reserve (Fed) reaffirmed its intent to support the economy by maintaining its pace of asset purchases, helping to underpin the gains delivered in the U.S. equity markets.

The equity markets within foreign developed countries (as distinguished from emerging market countries) generally posted double-digit returns as well. The MSCI EAFE® Index (representing developed international markets) posted a gain of nearly 27% during the period. This return was helped by receding concerns regarding political and economic uncertainty in various parts of the eurozone, the Fed’s decision not to taper (gradually reduce) its pace of asset purchases and the dissipation of tensions in Syria.

With regard to intermediate-term, investment-grade U.S. fixed income bonds, the Barclays U.S. Aggregate Bond Index (representing such U.S. bonds) posted a negative return of -1.08% during the period. Interest rates on the bellwether 10-year U.S. Treasury note increased nearly 100 basis points during the period, beginning November 2012 at 1.62%, increasing to 3.00% by early September 2013 and easing back at the end of the period to 2.56% after the Fed’s announcement to postpone the tapering of its asset purchases. The rise in interest rates

coincided with an increase in intermediate- and long-term bond prices and a decrease in bond returns for the period as a whole. Short-term interest rates remained range-bound near zero, effectively keeping returns for investments in short-term bond investments in the very low single digits, and returns for money market investments barely above zero.

As for the seven asset classes represented within the Fund’s allocation to the underlying Nationwide Alternatives Allocation Fund (Alternatives Fund) — global real estate stocks, commodities, emerging market stocks, emerging market bonds, international (developed market) bonds, U.S. high-yield bonds and U.S. Treasury Inflation-Protected Securities (TIPS) — returns were mixed during the period. Overall, the Alternatives Fund return was slightly positive with 1.28% for Institutional Class shares) and made a modest positive contribution to the Fund’s return. Within the Alternatives Fund, double-digit returns were posted by the U.S. high-yield bonds and global real estate stocks sleeves with smaller positive returns generated by emerging market stocks and international (developed market) bonds. The Alternatives Fund sleeves representing commodities, TIPS and emerging market bonds, however, posted negative returns. The former sleeve was adversely affected by, among other things, slackening demand for precious metals and an oversupply of corn. The latter two sleeves were adversely affected by the gradual rise in longer-term bond prices (as noted above). In the case of TIPS, inflation remained relatively low in the U.S., causing “real” yields (current yield minus current inflation level) to be negative and a disincentive to investment. In the case of emerging market bonds, the slowing of inflows of foreign capital to many of these markets and the strengthening of the U.S. dollar against certain currencies further combined to reduce returns.

The returns from the Fund’s investments in the Nationwide S&P 500 Index Fund and Nationwide International Index Fund, combined with their relatively significant allocations within the Fund, made them the largest contributors to the Fund’s return during the period, as shown in the chart below.

139

Fund Commentary (con’t.) Nationwide Destination 2055 Fund

None of the Fund’s underlying investments posted a negative return during the period.

Portfolio Manager:

Thomas R. Hickey Jr., Nationwide Fund Advisors

The Fund is designed to provide diversification across a variety of asset classes, primarily by investing in underlying funds. Therefore, in addition to the expenses of the Fund, each investor is indirectly paying a proportionate share of the applicable fees and expenses of its underlying funds.

Investments in the Fund are subject to the risks of its underlying funds. The year in the Fund’s name refers to the approximate year (target date) that an investor plans to retire or begin withdrawing money from the Fund. The Fund will gradually shift its investment allocations from more aggressive investments to more conservative investments based on its target date. An investment in the Fund is not guaranteed at any time, including on or after its target date. Please refer to the summary prospectus for a more detailed explanation of the Fund’s principal risks.

Asset allocation is the process of spreading assets across several different investment styles and asset classes. The purpose is to potentially reduce long-term risk and capture potential profits across various asset classes.

There is no assurance that the investment objective of any fund (or that of any underlying fund) will be achieved or that a diversified portfolio will produce better results than a nondiversified portfolio. Diversification does not guarantee returns or insulate an investor from potential losses, including the possible loss of principal.

A description of the benchmarks can be found on the Market Index Definitions page at the back of this book.

Note:Effective September 9, 2013, important changes were made to the Fund’s allocations that were intended to improve the risk-return characteristics of this Fund. Please see the Fund’s prospectus for more details.

Nationwide Destination 2055 Fund

Actual Underlying Fund Allocations

(as of October 31, 2013)

Nationwide S&P 500 Index Fund	30%
Nationwide International Index Fund	27%
Nationwide Mid Cap Market Index Fund	18%
Nationwide Small Cap Index Fund	13%
Nationwide Alternatives Allocation Fund	12%
	100%

Actual underlying fund allocations are stated as a percentage of the Fund’s total net assets. Allocations may change over time in order for the Fund to meet its objective or due to market and/or economic conditions. Because the Fund’s allocation may not match a particular investor’s retirement goal and an investor may have different retirement needs than anticipated, there is no guarantee that an investor will have the desired level of retirement assets available. Also, an investor may have different retirement needs than the allocation model anticipates.

140

Fund Commentary (con’t.) Nationwide Destination 2055 Fund

Contributions of Underlying Funds to Fund Performance

(For the year ended October 31, 2013)

Nationwide Destination 2055 Fund

The contribution of underlying funds to Fund performance is based on target underlying fund allocations through the reporting period. Returns reflect the impact of each underlying fund’s fees and expenses, but do not reflect the Nationwide Destination 2055 Fund’s fees and expenses. Day-to-day market activity will likely cause the Fund’s target allocations to fluctuate. Under ordinary circumstances, Nationwide Fund Advisors periodically will rebalance the assets of the Fund in order to conform its actual allocations to those stated in the then-current prospectus. The asset class target allocations are subject to change at any time and without notice. For more information, refer to the Fund’s prospectus.

141

Fund Overview Nationwide Destination 2055 Fund

Objective

The Fund seeks capital appreciation and income consistent with its current asset allocation.

Highlights

Ÿ The Fund’s investments in U.S. and foreign developed market stocks account for nearly 88% of its allocations and contributed over 95% to the returns of the Fund during the period.

Asset Allocation†

Equity Funds	88.0%
Alternative Assets	12.0%
Liabilities in excess of other assets††	0.0%
	100.0%

Top Holdings†††

Nationwide S&P 500 Index Fund, Institutional Class	30.0%
Nationwide International Index Fund, Institutional Class	27.0%
Nationwide Mid Cap Market Index Fund, Institutional Class	18.0%
Nationwide Small Cap Index Fund, Institutional Class	13.0%
Nationwide Alternatives Allocation Fund, Institutional Class	12.0%
	100.0%

† Percentages indicated are based upon net assets as of October 31, 2013.

†† Amount rounds to less than 0.1%.

††† Percentages indicated are based upon total investments as of October 31, 2013.

142

Fund Performance Nationwide Destination 2055 Fund

Average Annual Total Return

(For periods ended October 31, 2013)		1 Yr.			Inception5
Class A	w/o SC1		24.74%			10.55%
	w/SC2		17.62%			8.27%
Class C	w/o SC1		24.17%			9.90%
	w/SC		23.17%	3		9.90%
Class R14			24.22%			10.08%
Class R24			24.47%			10.23%
Institutional Service Class4			25.15%			10.86%
Institutional Class4			25.44%			10.98%

Expense Ratios

	Expense Ratio*
Class A	0.85%
Class C	1.43%
Class R1	1.30%
Class R2	1.18%
Institutional Services Class	0.61%
Institutional Class	0.43%

*Current effective prospectus dated March 1, 2013. Expenses also include indirect underlying fund expenses. Please see the Fund’s most recent prospectus for details.

All figures showing the effect of a sales charge (SC) reflect the maximum charge possible, because it has the most significant effect on performance data.

¹  These returns do not reflect the effects of SCs.

²  A 5.75% front-end sales charge was deducted.

³  A 1.00% contingent deferred sales charge was deducted from the one year return because it is charged when you sell Class C shares within the first year after purchase.

⁴  Not subject to any SCs.

⁵  Since inception date of December 28, 2010.

143

Fund Performance (con’t.) Nationwide Destination 2055 Fund

Performance of a $10,000 Investment

Investment return and principal value will fluctuate, and when redeemed, shares may be worth more or less than original cost. Past performance is no guarantee of future results and does not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares. Investing in mutual funds involves market risk, including loss of principal. Performance returns assume the reinvestment of all distributions.

Comparative performance of $10,000 invested in Class R2 shares of the Nationwide Destination 2055 Fund from inception through 10/31/13 versus the Morningstar Lifetime Moderate 2055 Index and the Consumer Price Index (CPI) from 1/1/11 through 10/31/13. Unlike the Fund, the returns for these unmanaged indexes do not reflect any fees, expenses, or sales charges. Investors cannot invest directly in market indexes. A description of the benchmarks can be found on the Market Index Definitions page at the back of this book.

144

Shareholder Expense Example Nationwide Destination 2055 Fund

Nationwide Destination 2055 Fund

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, including sales charges (loads) paid on purchase payments and redemption fees; and (2) ongoing costs, including investment advisory fees, administration fees, distribution fees and other Fund expenses. The examples below are intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds. Per Securities and Exchange Commission (“SEC”) requirements, the examples assume that you had a $1,000 investment in the Class at the beginning of the reporting period (May 1, 2013) and continued to hold your shares at the end of the reporting period (October 31, 2013).

Actual Expenses

For each Class of the Fund in the table below, the first line provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid from May 1, 2013 through October 31, 2013. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line of each Class under the heading entitled “Expenses Paid During

Period” to estimate the expenses yqou paid on your account during this period.

Hypothetical Expenses for Comparison Purposes

The second line of each Class in the table below provides information about hypothetical account values and hypothetical expenses based on the Class’ actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Class’ actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period from May 1, 2013 through October 31, 2013. You may use this information to compare the ongoing costs of investing in the Class of the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transaction costs, such as sales charges (loads) or redemption fees. If these transaction costs were included, your costs would have been higher. Therefore, the second line for each Class in the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. The examples also assume all dividends and distributions are reinvested.

Schedule of Shareholder Expenses

Expense Analysis of a $1,000 Investment

October 31, 2013

Nationwide Destination 2055 Fund			Beginning Account Value ($) 05/01/13	Ending Account Value ($) 10/31/13	Expenses Paid During Period ($) 05/01/13 - 10/31/13a	Expense Ratio During Period (%) 05/01/13 - 10/31/13a
Class A Shares	Actual	b	1,000.00	1,091.80	3.37	0.64
	Hypothetical	b,c	1,000.00	1,021.98	3.26	0.64
Class C Shares	Actual	b	1,000.00	1,088.90	5.95	1.13
	Hypothetical	b,c	1,000.00	1,019.51	5.75	1.13
Class R1 Shares	Actual	b	1,000.00	1,088.90	5.42	1.03
	Hypothetical	b,c	1,000.00	1,020.01	5.24	1.03
Class R2 Shares	Actual	b	1,000.00	1,090.60	4.64	0.88
	Hypothetical	b,c	1,000.00	1,020.77	4.48	0.88
Institutional Service Class Shares	Actual	b	1,000.00	1,092.80	2.06	0.39
	Hypothetical	b,c	1,000.00	1,023.24	1.99	0.39
Institutional Class Shares	Actual	b	1,000.00	1,094.00	0.74	0.14
	Hypothetical	b,c	1,000.00	1,024.50	0.71	0.14

a Expenses are based on the direct expenses of the Fund and do not include the effect of the underlying Funds’ expenses, which are disclosed in the Fee and Expense table and described more fully in a footnote to that table in your Fund Prospectus.

b Expenses are equal to the Fund’s annualized expense ratio multiplied by the average account value from May 1, 2013 through October 31, 2013 multiplied to reflect one-half year period. The expense ratio presented represents a six-month, annualized ratio in accordance with Securities and Exchange Commission guidelines.

c Represents the hypothetical 5% return before expenses.

145

Statement of Investments

October 31, 2013

Nationwide Destination 2055 Fund

Mutual Funds 100.0%
	Shares		Market Value
Alternative Assets 12.0%
Nationwide Alternatives Allocation Fund, Institutional Class (a)		143,813	$	1,412,244
Total Alternative Assets (cost $1,393,330)				1,412,244
Equity Funds 88.0%
Nationwide International Index Fund, Institutional Class (a)		375,162		3,170,120
Nationwide Mid Cap Market Index Fund, Institutional Class (a)		112,604		2,114,697
Nationwide S&P 500 Index Fund, Institutional Class (a)		241,822		3,525,759
Nationwide Small Cap Index Fund, Institutional Class (a)		96,440		1,518,932
Total Equity Funds (cost $8,622,337)				10,329,508
Total Mutual Funds (cost $10,015,667)				11,741,752
Total Investments (cost $10,015,667) (b) — 100.0%				11,741,752
Liabilities in excess of other assets — 0.0%†				(5,843	)
NET ASSETS — 100.0%			$	11,735,909

(a) Investment in affiliate.

(b) See notes to financial statements for tax unrealized appreciation/(depreciation) of securities.

† Amount rounds to less than 0.1%.

The accompanying notes are an integral part of these financial statements.

146

Statement of Assets and Liabilities

October 31, 2013

	Nationwide Destination 2055 Fund
Assets:
Investments in affiliates, at value (cost $10,015,667)	$	11,741,752
Receivable for investments sold		9,966
Receivable for capital shares issued		4,858
Total Assets		11,756,576
Liabilities:
Payable for capital shares redeemed		14,824
Accrued expenses and other payables:
Investment advisory fees		1,257
Distribution fees		2,661
Administrative servicing fees		1,809
Trustee fees (Note 3)		89
Professional fees (Note 3)		27
Total Liabilities		20,667
Net Assets	$	11,735,909
Represented by:
Capital	$	9,879,937
Accumulated net realized gains from affiliated investments		129,887
Net unrealized appreciation/(depreciation) from investments in affiliates		1,726,085
Net Assets	$	11,735,909
Net Assets:
Class A Shares	$	744,954
Class C Shares		20,535
Class R1 Shares		216,808
Class R2 Shares		5,756,542
Institutional Service Class Shares		2,087,961
Institutional Class Shares		2,909,109
Total	$	11,735,909
Shares Outstanding (unlimited number of shares authorized):
Class A Shares		58,620
Class C Shares		1,616
Class R1 Shares		17,066
Class R2 Shares		453,757
Institutional Service Class Shares		163,914
Institutional Class Shares		228,304
Total		923,277

147

Statement of Assets and Liabilities (Continued)

October 31, 2013

	Nationwide Destination 2055 Fund
Net asset value and redemption price per share (Net assets by class divided by shares outstanding by class, respectively):
Class A Shares (a)	$	12.71
Class C Shares (b)	$	12.71
Class R1 Shares	$	12.70
Class R2 Shares	$	12.69
Institutional Service Class Shares	$	12.74
Institutional Class Shares	$	12.74
Maximum offering price per share (100%/(100%-maximum sales charge) of net asset value adjusted to the nearest cent):
Class A Shares	$	13.49
Maximum Sales Charge:
Class A Shares		5.75	%

(a) For Class A Shares, the redemption price per share is reduced by 1.00% on sales of shares of original purchases of  $1,000,000 or more or that were not subject to a front-end sales charge made within 18 months of the purchase date.

(b) For Class C Shares, the redemption price per share is reduced by 1.00% for shares held less than one year.

The accompanying notes are an integral part of these financial statements.

148

Statement of Operations

For the Year Ended October 31, 2013

	Nationwide Destination 2055 Fund
INVESTMENT INCOME:
Dividend income from affiliates	$	136,079
Dividend income from non-affiliates		247
Total Income		136,326
EXPENSES:
Investment advisory fees		10,483
Distribution fees Class A		1,184
Distribution fees Class C		151
Distribution fees Class R1		1,069
Distribution fees Class R2		19,659
Administrative servicing fees Class A		1,185
Administrative servicing fees Class R1		411
Administrative servicing fees Class R2		9,830
Administrative servicing fees Institutional Service Class		3,235
Professional fees (Note 3)		101
Trustee fees (Note 3)		346
Total Expenses		47,654
NET INVESTMENT INCOME		88,672
REALIZED/UNREALIZED GAINS (LOSSES) FROM INVESTMENTS:
Net realized gain distributions from underlying affiliated funds		70,515
Net realized gains from investment transactions with affiliates		85,262
Net realized gains from investment transactions with non-affiliates		220
Net realized gains from affiliated and non-affiliated investments		155,997
Net change in unrealized appreciation/(depreciation) from investments in affiliates		1,519,995
Net change in unrealized appreciation/(depreciation) from investments in non-affiliates		(251	)
Net change in unrealized appreciation/(depreciation) from investments in affiliates and non-affiliates		1,519,744
Net realized/unrealized gains from affiliated and non-affiliated investments		1,675,741
CHANGE IN NET ASSETS RESULTING FROM OPERATIONS	$	1,764,413

The accompanying notes are an integral part of these financial statements.

149

Statements of Changes in Net Assets

	Nationwide Destination 2055 Fund
	Year Ended October 31, 2013			Year Ended October 31, 2012
Operations:
Net investment income	$	88,672		$	26,046
Net realized gains from non-affiliated investments		155,997			12,070
Net change in unrealized appreciation/(depreciation) from investments in affiliates and non-affiliates		1,519,744			240,077
Change in net assets resulting from operations		1,764,413			278,193
Distributions to Shareholders From:
Net investment income:
Class A		(6,489	)		(699	)
Class C		(126	)		(49	)
Class R1		(1,513	)		(1,307	)
Class R2		(36,601	)		(7,240	)
Institutional Service Class		(11,708	)		(744	)
Institutional Class		(39,028	)		(19,359	)
Net realized gains:
Class A		(1,787	)		(157	)
Class C		(51	)		(58	)
Class R1		(608	)		(1,081	)
Class R2		(11,879	)		(2,944	)
Institutional Service Class		(1,266	)		(115	)
Institutional Class		(8,305	)		(6,752	)
Change in net assets from shareholder distributions		(119,361	)		(40,505	)
Change in net assets from capital transactions		5,640,497			2,663,971
Change in net assets		7,285,549			2,901,659
Net Assets:
Beginning of year		4,450,360			1,548,701
End of year	$	11,735,909		$	4,450,360
CAPITAL TRANSACTIONS:
Class A Shares
Proceeds from shares issued	$	745,635		$	132,200
Dividends reinvested		8,276			856
Cost of shares redeemed		(239,826	)		(29,315	)
Total Class A Shares		514,085			103,741
Class C Shares
Proceeds from shares issued		6,792			–
Dividends reinvested		177			107
Cost of shares redeemed		–			–
Total Class C Shares		6,969			107
Class R1 Shares
Proceeds from shares issued		98,952			198,374
Dividends reinvested		2,121			2,388
Cost of shares redeemed		(56,846	)		(98,274	)
Total Class R1 Shares		44,227			102,488

150

Statements of Changes in Net Assets (Continued)

	Nationwide Destination 2055 Fund
	Year Ended October 31, 2013			Year Ended October 31, 2012
CAPITAL TRANSACTIONS: (continued)
Class R2 Shares
Proceeds from shares issued	$	2,850,666		$	1,909,902
Dividends reinvested		48,480			10,184
Cost of shares redeemed		(199,615	)		(163,643	)
Total Class R2 Shares		2,699,531			1,756,443
Institutional Service Class Shares
Proceeds from shares issued		1,847,660			231,725
Dividends reinvested		12,974			859
Cost of shares redeemed		(279,259	)		(3,869	)
Total Institutional Service Class Shares		1,581,375			228,715
Institutional Class Shares
Proceeds from shares issued		865,473			532,828
Dividends reinvested		47,333			26,111
Cost of shares redeemed		(118,496	)		(86,462	)
Total Institutional Class Shares		794,310			472,477
Change in net assets from capital transactions	$	5,640,497		$	2,663,971
SHARE TRANSACTIONS:
Class A Shares
Issued		66,689			13,163
Reinvested		767			87
Redeemed		(21,421	)		(2,908	)
Total Class A Shares		46,035			10,342
Class C Shares
Issued		586			–
Reinvested		17			12
Redeemed		–			–
Total Class C Shares		603			12
Class R1 Shares
Issued		8,425			20,817
Reinvested		200			255
Redeemed		(5,085	)		(9,554	)
Total Class R1 Shares		3,540			11,518
Class R2 Shares
Issued		249,160			191,536
Reinvested		4,532			1,051
Redeemed		(16,846	)		(15,764	)
Total Class R2 Shares		236,846			176,823
Institutional Service Class Shares
Issued		162,962			22,508
Reinvested		1,152			87
Redeemed		(24,267	)		(371	)
Total Institutional Service Class Shares		139,847			22,224

151

Statements of Changes in Net Assets (Continued)

	Nationwide Destination 2055 Fund
	Year Ended October 31, 2013			Year Ended October 31, 2012
SHARE TRANSACTIONS: (continued)
Institutional Class Shares
Issued		74,125			53,211
Reinvested		4,329			2,706
Redeemed		(10,248	)		(8,356	)
Total Institutional Class Shares		68,206			47,561
Total change in shares		495,077			268,480

Amounts designated as “–” are zero or have been rounded to zero.

The accompanying notes are an integral part of these financial statements.

152

Financial Highlights

Selected data for each share of capital outstanding throughout the periods indicated

Nationwide Destination 2055 Fund

			Operations								Distributions														Ratios/Supplemental Data
	Net Asset Value, Beginning of Period		Net Investment Income		Net  Realized and Unrealized Gains (Losses) from Investments			Total from Operations			Net Investment Income			Net Realized Gains			Total Distributions			Net Asset Value, End of Period		Total Return (a)(b)			Net Assets at End of Period		Ratio of Expenses to Average Net Assets (c)		Ratio of Net Investment Income (Loss) to Average Net Assets (c)			Ratio of Expenses (Prior to Reimbursements) to Average Net Assets (c)		Portfolio Turnover (d)
Class A Shares
Year Ended October 31, 2013 (e)	$	10.40		0.16		2.37			2.53			(0.17	)		(0.05	)		(0.22	)	$	12.71		24.74%		$	744,954		0.63%		1.37%			0.63%		9.99%
Year Ended October 31, 2012 (e)	$	9.70		0.10		0.78			0.88			(0.12	)		(0.06	)		(0.18	)	$	10.40		9.20%		$	130,837		0.57%		0.95%			0.57%		21.51%
Period Ended October 31, 2011 (e)(f)	$	10.00		0.06		(0.29	)		(0.23	)		(0.07	)		–			(0.07	)	$	9.70		(2.36%	)	$	21,750		0.63%		0.68%			0.63%		30.50%
Class C Shares
Year Ended October 31, 2013 (e)	$	10.40		0.07		2.41			2.48			(0.12	)		(0.05	)		(0.17	)	$	12.71		24.17%		$	20,535		1.13%		0.64%			1.13%		9.99%
Year Ended October 31, 2012 (e)	$	9.69		0.04		0.78			0.82			(0.05	)		(0.06	)		(0.11	)	$	10.40		8.55%		$	10,530		1.17%		0.41%			1.17%		21.51%
Period Ended October 31, 2011 (e)(f)	$	10.00		–		(0.30	)		(0.30	)		(0.01	)		–			(0.01	)	$	9.69		(2.97%	)	$	9,703		1.33%		(0.03%	)		1.33%		30.50%
Class R1 Shares
Year Ended October 31, 2013 (e)	$	10.39		0.09		2.39			2.48			(0.12	)		(0.05	)		(0.17	)	$	12.70		24.22%		$	216,808		1.03%		0.78%			1.03%		9.99%
Year Ended October 31, 2012 (e)	$	9.69		0.01		0.82			0.83			(0.07	)		(0.06	)		(0.13	)	$	10.39		8.73%		$	140,505		1.03%		0.07%			1.03%		21.51%
Period Ended October 31, 2011 (e)(f)	$	10.00		0.03		(0.30	)		(0.27	)		(0.04	)		–			(0.04	)	$	9.69		(2.71%	)	$	19,456		1.00%		0.40%			1.00%		30.50%
Class R2 Shares
Year Ended October 31, 2013 (e)	$	10.38		0.09		2.41			2.50			(0.14	)		(0.05	)		(0.19	)	$	12.69		24.47%		$	5,756,542		0.88%		0.80%			0.88%		9.99%
Year Ended October 31, 2012 (e)	$	9.68		0.05		0.79			0.84			(0.08	)		(0.06	)		(0.14	)	$	10.38		8.85%		$	2,250,724		0.89%		0.52%			0.89%		21.51%
Period Ended October 31, 2011 (e)(f)	$	10.00		0.02		(0.28	)		(0.26	)		(0.06	)		–			(0.06	)	$	9.68		(2.64%	)	$	388,081		0.99%		0.26%			0.99%		30.50%
Institutional Service Class Shares
Year Ended October 31, 2013 (e)	$	10.41		0.11		2.46			2.57			(0.19	)		(0.05	)		(0.24	)	$	12.74		25.15%		$	2,087,961		0.38%		0.94%			0.38%		9.99%
Year Ended October 31, 2012 (e)	$	9.70		0.10		0.81			0.91			(0.14	)		(0.06	)		(0.20	)	$	10.41		9.50%		$	250,533		0.33%		1.02%			0.33%		21.51%
Period Ended October 31, 2011 (e)(f)	$	10.00		0.06		(0.28	)		(0.22	)		(0.08	)		–			(0.08	)	$	9.70		(2.18%	)	$	17,879		0.33%		0.89%			0.33%		30.50%
Institutional Class Shares
Year Ended October 31, 2013 (e)	$	10.41		0.20		2.40			2.60			(0.22	)		(0.05	)		(0.27	)	$	12.74		25.44%		$	2,909,109		0.14%		1.69%			0.14%		9.99%
Year Ended October 31, 2012 (e)	$	9.70		0.14		0.77			0.91			(0.14	)		(0.06	)		(0.20	)	$	10.41		9.60%		$	1,667,231		0.16%		1.38%			0.16%		21.51%
Period Ended October 31, 2011 (e)(f)	$	10.00		0.08		(0.30	)		(0.22	)		(0.08	)		–			(0.08	)	$	9.70		(2.18%	)	$	1,091,832		0.33%		0.97%			0.33%		30.50%

Amounts designated as “–” are zero or have been rounded to zero.

(a) Excludes sales charge.

(b) Not annualized for periods less than one year.

(c) Annualized for periods less than one year.

(d) Portfolio turnover is calculated on the basis of the Fund as a whole without distinguishing among the classes of shares.

(e) Per share calculations were performed using average shares method.

(f) For the period from December 28, 2010 (commencement of operations) through October 31, 2011.

The accompanying notes are an integral part of these financial statements.

153

Fund Commentary Nationwide Retirement Income Fund

For the annual period ended October 31, 2013, the Nationwide Retirement Income Fund (Institutional Service Class) returned 3.16% versus 6.54% for its benchmark, the Morningstar® (Mstar) Lifetime Moderate Income Index. For broader comparison, the median return for the Fund’s closest Lipper peer category of Mixed-Asset Target Today Funds (consisting of 143 funds as of October 31, 2013) was 5.64% for the same time period.

The Fund’s return for the 12-month period covered in this report was primarily driven by strong positive returns across the equity markets in the U.S. and foreign developed countries. In general, U.S. equity markets led the way as large-, mid- and small-capitalization stocks posted double-digit gains. Specifically, the S&P 500® Index (representing large-cap stocks) rose more than 27%, S&P MidCap 400® Index (mid-cap stocks) increased more than 33% and Russell 2000® Index (small-cap stocks) gained more than 36%. During the period, the U.S. Federal Reserve (Fed) reaffirmed its intent to support the economy by maintaining its pace of asset purchases, helping to underpin the gains delivered in the U.S. equity markets.

The equity markets within foreign developed countries (as distinguished from emerging market countries) generally posted double-digit returns as well. The MSCI EAFE® Index (representing developed international markets) posted a gain of nearly 27% during the period. This return was helped by receding concerns regarding political and economic uncertainty in various parts of the eurozone, the Fed’s decision not to taper (gradually reduce) its pace of asset purchases and the dissipation of tensions in Syria.

With regard to intermediate-term, investment-grade U.S. fixed-income bonds, the Barclays U.S. Aggregate Bond Index (representing such U.S. bonds) posted a negative return of -1.08% during the period. Interest rates on the bellwether 10-year U.S. Treasury note increased nearly 100 basis points during the period, beginning November 2012 at 1.62%, increasing to 3.00% by early September 2013 and easing back at the end of the period to 2.56% after the Fed’s announcement to postpone the tapering of its asset purchases. The rise in interest rates

coincided with an increase in intermediate- and long-term bond prices and a decrease in bond returns for the period as a whole. Short-term interest rates remained range-bound near zero, effectively keeping returns for investments in short-term bond investments in the very low single digits, and returns for money market investments barely above zero.

As for the seven asset classes represented within the large Fund allocation to the underlying Nationwide Alternatives Allocation Fund (Alternatives Fund) — global real estate stocks, commodities, emerging market stocks, emerging market bonds, international (developed market) bonds, U.S. high yield bonds and U.S. Treasury Inflation-Protected Securities (TIPS) — returns were mixed during the period. Overall, the Alternatives Fund return was slightly positive with 1.28% for Institutional Class shares) and made a modest positive contribution to the Fund’s return. Within the Alternatives Fund, double-digit returns were posted by the U.S. high-yield bonds and global real estate stocks sleeves with smaller positive returns generated by emerging market stocks and international (developed market) bonds. The Alternatives Fund sleeves representing commodities, TIPS and emerging market bonds, however, posted negative returns. The former sleeve was adversely affected by, among other things, slackening demand for precious metals and an oversupply of corn. The latter two sleeves were adversely affected by the gradual rise in longer-term bond prices (as noted above). In the case of TIPS, inflation remained relatively low in the U.S., causing “real” yields (current yield minus current inflation level) to be negative and a disincentive to investment. In the case of emerging market bonds, the slowing of inflows of foreign capital to many of these markets and the strengthening of the U.S. dollar against certain currencies further combined to reduce returns.

The returns from the Fund’s investments in the Nationwide S&P 500 Index Fund and Nationwide International Index Fund, combined with their relatively significant allocations within the Fund, made them the largest contributors to the Fund’s return during the period, as shown in the chart below.

154

Fund Commentary (con’t.) Nationwide Retirement Income Fund

The negative returns from the Fund’s investments in the Nationwide Bond Index Fund and Nationwide Inflation-Protected Securities Fund made them the only detractors from the Fund’s return during the period, as shown in the chart below.

Portfolio Manager:

Thomas R. Hickey Jr., Nationwide Fund Advisors

The Fund is designed to provide diversification across a variety of asset classes, primarily by investing in underlying funds. Therefore, in addition to the expenses of the Fund, each investor is indirectly paying a proportionate share of the applicable fees and expenses of its underlying funds.

Investments in each of the Nationwide Target Destination Funds are subject to the risks of its underlying funds. The year in each Fund’s name refers to the approximate year (target date) that an investor plans to retire or begin withdrawing money from a Fund or, in the case of the Nationwide Retirement Income Fund, have reached the approximate age of 85 years. Each Fund will gradually shift its investment allocations from more aggressive investments to more conservative investments based on its target date. Investments in the Nationwide Target Destination Funds are not guaranteed at any time, including on or after the target date. Please refer to the summary prospectus for a more detailed explanation of the Fund’s principal risks.

Asset allocation is the process of spreading assets across several different investment styles and asset classes. The purpose is to potentially reduce long-term risk and capture potential profits across various asset classes.

There is no assurance that the investment objective of any fund (or that of any underlying fund) will be achieved or that a diversified portfolio will produce better results than a nondiversified portfolio. Diversification does not guarantee returns or insulate an investor from potential losses, including the possible loss of principal.

A description of the benchmarks can be found on the Market Index Definitions page at the back of this book.

Note:Effective September 9, 2013, important changes were made to the Fund’s allocations, most notably a reduction in the allocations to the underlying Alternatives Fund and the iShares Barclays 1-3 Year Treasury Bond ETF, and an increase in the allocations to the Nationwide Bond Index Fund and Nationwide International Index Fund. These changes were intended to reduce some of the Fund’s volatility that has resulted in a higher risk level relative to the Fund’s returns than we deemed appropriate for investors in this conservatively positioned Fund. Please see the Fund’s prospectus for more details.

Nationwide Retirement Income Fund

Actual Underlying Fund Allocations

(as of October 31, 2013)

Nationwide Bond Index Fund	38%
Nationwide Inflation-Protected Securities Fund	13%
Nationwide Alternatives Allocation Fund	10%
Nationwide S&P 500 Index Fund	10%
Nationwide International Index Fund	8%
iShares Barclays 1-3 Year Credit Bond ETF	8%
Nationwide Mid Cap Market Index Fund	5%
Nationwide Money Market Fund	5%
Nationwide Small Cap Index Fund	3%
	100%

Actual underlying fund allocations are stated as a percentage of the Fund’s total net assets. Allocations may change over time in order for the Fund to meet its objective or due to market and/or economic conditions. Because the Fund’s allocation may not match a particular investor’s retirement goal and an investor may have different retirement needs than anticipated, there is no guarantee that an investor will have the desired level of retirement assets available. Also, an investor may have different retirement needs than the allocation model anticipates.

155

Fund Commentary (con’t.) Nationwide Retirement Income Fund

Contributions of Underlying Funds to Fund Performance

(For the year ended October 31, 2013)

Nationwide Retirement Income Fund

The contribution of underlying funds to Fund performance is based on target underlying fund allocations through the reporting period. Returns reflect the impact of each underlying fund’s fees and expenses, but do not reflect the Nationwide Retirement Income Fund’s fees and expenses. Day-to-day market activity will likely cause the Fund’s target allocations to fluctuate. Under ordinary circumstances, Nationwide Fund Advisors periodically will rebalance the assets of the Fund in order to conform its actual allocations to those stated in the then-current prospectus. The asset class target allocations are subject to change at any time and without notice. For more information, refer to the Fund’s prospectus.

156

Fund Overview Nationwide Retirement Income Fund

Objective

The Fund seeks to provide current income consistent with capital preservation and, as a secondary investment objective, capital appreciation.

Highlights

Ÿ The Fund’s investments in U.S. and foreign developed market stocks account for nearly 16% of its allocations and contributed more than 95% to the returns of the Fund during the period.

Ÿ Two of the Fund’s investments in U.S. bonds detracted from returns during the period.

Ÿ The Fund recently reduced its exposure to the underlying Nationwide Alternatives Allocation Fund, thus reducing the Fund’s exposure to alternative asset classes.

Asset Allocation†

Fixed Income Funds	59.1%
Equity Funds	26.0%
Alternative Assets	10.0%
Money Market Fund	5.0%
Liabilities in excess of other assets	(0.1%)
	100.0%

Top Holdings††

Nationwide Bond Index Fund, Institutional Class	38.0%
Nationwide Inflation-Protected Securities Fund, Institutional Class	13.0%
Nationwide S&P 500 Index Fund, Institutional Class	10.0%
Nationwide Alternatives Allocation Fund, Institutional Class	10.0%
iShares Barclays 1-3 Year Credit Bond Fund	8.0%
Nationwide International Index Fund, Institutional Class	8.0%
Nationwide Mid Cap Market Index Fund, Institutional Class	5.0%
Nationwide Money Market Fund, Institutional Class	5.0%
Nationwide Small Cap Index Fund, Institutional Class	3.0%
	100.0%

† Percentages indicated are based upon net assets as of October 31, 2013.

†† Percentages indicated are based upon total investments as of October 31, 2013.

157

Fund Performance Nationwide Retirement Income Fund

Average Annual Total Return

(For periods ended October 31, 2013)		1 Yr.			5 Yr.		Inception5
Class A	w/o SC1		2.86%			5.95%		2.76%
	w/SC2		(3.08)%			4.70%		1.78%
Class C	w/o SC1		2.33%			5.41%		2.22%
	w/SC		1.33%	3		5.41%		2.22%
Class R14			2.43%			5.51%		2.34%
Class R24			2.60%			5.67%		2.51%
Institutional Service Class4			3.16%			6.21%		3.01%
Institutional Class4			3.33%			6.44%		3.25%

Expense Ratios

	Expense Ratio*
Class A	0.96%
Class C	1.46%
Class R1	1.36%
Class R2	1.21%
Institutional Services Class	0.71%
Institutional Class	0.46%

*Current effective prospectus dated March 1, 2013. Expenses also include indirect underlying fund expenses. Please see the Fund’s most recent prospectus for details.

All figures showing the effect of a sales charge (SC) reflect the maximum charge possible, because it has the most significant effect on performance data.

¹  These returns do not reflect the effects of SCs.

²  A 5.75% front-end sales charge was deducted.

³  A 1.00% contingent deferred sales charge was deducted from the one year return because it is charged when you sell Class C shares within the first year after purchase.

⁴  Not subject to any SCs.

⁵  Since inception date of August 30, 2007.

158

Fund Performance (con’t.) Nationwide Retirement Income Fund

Performance of a $10,000 Investment

Investment return and principal value will fluctuate, and when redeemed, shares may be worth more or less than original cost. Past performance is no guarantee of future results and does not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares. Investing in mutual funds involves market risk, including loss of principal. Performance returns assume the reinvestment of all distributions.

Comparative performance of $10,000 invested in Institutional Service Class shares of the Nationwide Retirement Income Fund from inception through 10/31/13 versus the Morningstar Lifetime Moderate Income Index and the Consumer Price Index (CPI) from 9/1/07 through 10/31/13. Unlike the Fund, the returns for these unmanaged indexes do not reflect any fees, expenses, or sales charges. Investors cannot invest directly in market indexes. A description of the benchmarks can be found on the Market Index Definitions page at the back of this book.

159

Shareholder Expense Example Nationwide Retirement Income Fund

Nationwide Retirement Income Fund

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, including sales charges (loads) paid on purchase payments and redemption fees; and (2) ongoing costs, including investment advisory fees, administration fees, distribution fees and other Fund expenses. The examples below are intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds. Per Securities and Exchange Commission (“SEC”) requirements, the examples assume that you had a $1,000 investment in the Class at the beginning of the reporting period (May 1, 2013) and continued to hold your shares at the end of the reporting period (October 31, 2013).

Actual Expenses

For each Class of the Fund in the table below, the first line provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid from May 1, 2013 through October 31, 2013. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line of each Class under the heading entitled “Expenses Paid During

Period” to estimate the expenses you paid on your account during this period.

Hypothetical Expenses for Comparison Purposes

The second line of each Class in the table below provides information about hypothetical account values and hypothetical expenses based on the Class’ actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Class’ actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period from May 1, 2013 through October 31, 2013. You may use this information to compare the ongoing costs of investing in the Class of the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transaction costs, such as sales charges (loads) or redemption fees. If these transaction costs were included, your costs would have been higher. Therefore, the second line for each Class in the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. The examples also assume all dividends and distributions are reinvested.

Schedule of Shareholder Expenses

Expense Analysis of a $1,000 Investment

October 31, 2013

Nationwide Retirement Income Fund			Beginning Account Value ($) 05/01/13	Ending Account Value ($) 10/31/13	Expenses Paid During Period ($) 05/01/13 - 10/31/13a	Expense Ratio During Period (%) 05/01/13 - 10/31/13a
Class A Shares	Actual	b	1,000.00	991.90	3.21	0.64
	Hypothetical	b,c	1,000.00	1,021.98	3.26	0.64
Class C Shares	Actual	b	1,000.00	988.80	5.71	1.14
	Hypothetical	b,c	1,000.00	1,019.46	5.80	1.14
Class R1 Shares	Actual	b	1,000.00	989.80	5.22	1.04
	Hypothetical	b,c	1,000.00	1,019.96	5.30	1.04
Class R2 Shares	Actual	b	1,000.00	989.80	4.46	0.89
	Hypothetical	b,c	1,000.00	1,020.72	4.53	0.89
Institutional Service Class Shares	Actual	b	1,000.00	993.10	1.96	0.39
	Hypothetical	b,c	1,000.00	1,023.24	1.99	0.39
Institutional Class Shares	Actual	b	1,000.00	994.20	0.70	0.14
	Hypothetical	b,c	1,000.00	1,024.50	0.71	0.14

a Expenses are based on the direct expenses of the Fund and do not include the effect of the underlying Funds’ expenses, which are disclosed in the Fee and Expense table and described more fully in a footnote to that table in your Fund Prospectus.

b Expenses are equal to the Fund’s annualized expense ratio multiplied by the average account value from May 1, 2013 through October 31, 2013 multiplied to reflect one-half year period. The expense ratio presented represents a six-month, annualized ratio in accordance with Securities and Exchange Commission guidelines.

c Represents the hypothetical 5% return before expenses.

160

Statement of Investments

October 31, 2013

Nationwide Retirement Income Fund

Mutual Funds 92.1%
	Shares		Market Value
Alternative Assets 10.0%
Nationwide Alternatives Allocation Fund, Institutional Class (a)		279,281	$	2,742,536
Total Alternative Assets (cost $2,755,714)				2,742,536
Equity Funds 26.0%
Nationwide International Index Fund, Institutional Class (a)		259,662		2,194,140
Nationwide Mid Cap Market Index Fund, Institutional Class (a)		73,032		1,371,547
Nationwide S&P 500 Index Fund, Institutional Class (a)		188,103		2,742,536
Nationwide Small Cap Index Fund, Institutional Class (a)		51,944		818,124
Total Equity Funds (cost $6,264,774)				7,126,347
Fixed Income Funds 51.1%
Nationwide Bond Index Fund, Institutional Class (a)		922,540		10,443,152
Nationwide Inflation-Protected Securities Fund, Institutional Class (a)		377,662		3,565,129
Total Fixed Income Funds (cost $14,201,861)				14,008,281
Money Market Fund 5.0%
Nationwide Money Market Fund, Institutional Class, 0.00%* (a)(b)		1,371,547		1,371,547
Total Money Market Fund (cost $1,371,547)				1,371,547
Total Mutual Funds (cost $24,593,896)				25,248,711

Exchange Traded Fund 8.0%
	Shares		Market Value
Fixed Income Fund 8.0%
iShares Barclays 1-3 Year Credit Bond Fund		20,940	$	2,207,914
Total Exchange Traded Fund (cost $2,197,118)				2,207,914
Total Investments (cost $26,791,014) (c) — 100.1%				27,456,625
Liabilities in excess of other assets — (0.1)%				(29,726	)
NET ASSETS — 100.0%			$	27,426,899

* Denotes a non-income producing security.

(a) Investment in affiliate.

(b) Represents 7-day effective yield as of October 31, 2013.

(c) See notes to financial statements for tax unrealized appreciation/(depreciation) of securities.

The accompanying notes are an integral part of these financial statements.

161

Statement of Assets and Liabilities

October 31, 2013

	Nationwide Retirement Income Fund
Assets:
Investments in affiliates, at value (cost $24,593,896)	$	25,248,711
Investments in non-affiliates, at value (cost $2,197,118)		2,207,914
Total Investments		27,456,625
Receivable for investments sold		122,455
Receivable for capital shares issued		656
Total Assets		27,579,736
Liabilities:
Payable for capital shares redeemed		107,812
Cash overdraft (Note 2)		28,528
Accrued expenses and other payables:
Investment advisory fees		3,084
Distribution fees		5,087
Administrative servicing fees		8,108
Trustee fees (Note 3)		1
Professional fees (Note 3)		217
Total Liabilities		152,837
Net Assets	$	27,426,899
Represented by:
Capital	$	26,676,081
Accumulated undistributed net investment income		31,637
Accumulated net realized gains from affiliated and non-affiliated investments		53,570
Net unrealized appreciation/(depreciation) from investments in affiliates		654,815
Net unrealized appreciation/(depreciation) from investments in non-affiliates		10,796
Net Assets	$	27,426,899
Net Assets:
Class A Shares	$	3,805,115
Class C Shares		227,583
Class R1 Shares		553,338
Class R2 Shares		8,600,119
Institutional Service Class Shares		11,049,134
Institutional Class Shares		3,191,610
Total	$	27,426,899
Shares Outstanding (unlimited number of shares authorized):
Class A Shares		389,121
Class C Shares		23,504
Class R1 Shares		56,803
Class R2 Shares		885,368
Institutional Service Class Shares		1,130,075
Institutional Class Shares		326,266
Total		2,811,137

162

Statement of Assets and Liabilities (Continued)

October 31, 2013

	Nationwide Retirement Income Fund
Net asset value and redemption price per share (Net assets by class divided by shares outstanding by class, respectively):
Class A Shares (a)	$	9.78
Class C Shares (b)	$	9.68
Class R1 Shares	$	9.74
Class R2 Shares	$	9.71
Institutional Service Class Shares	$	9.78
Institutional Class Shares	$	9.78
Maximum offering price per share (100%/(100%-maximum sales charge) of net asset value adjusted to the nearest cent):
Class A Shares	$	10.38
Maximum Sales Charge:
Class A Shares		5.75	%

(a) For Class A Shares, the redemption price per share is reduced by 1.00% on sales of shares of original purchases of  $1,000,000 or more or that were not subject to a front-end sales charge made within 18 months of the purchase date.

(b) For Class C Shares, the redemption price per share is reduced by 1.00% for shares held less than one year.

The accompanying notes are an integral part of these financial statements.

163

Statement of Operations

For the Year Ended October 31, 2013

	Nationwide Retirement Income Fund
INVESTMENT INCOME:
Dividend income from affiliates	$	325,287
Dividend income from non-affiliates		19,437
Total Income		344,724
EXPENSES:
Investment advisory fees		37,435
Distribution fees Class A		10,667
Distribution fees Class C		2,196
Distribution fees Class R1		4,101
Distribution fees Class R2		44,381
Administrative servicing fees Class A		10,667
Administrative servicing fees Class R1		1,577
Administrative servicing fees Class R2		22,190
Administrative servicing fees Institutional Service Class		30,906
Professional fees (Note 3)		445
Trustee fees (Note 3)		966
Total Expenses		165,531
NET INVESTMENT INCOME		179,193
REALIZED/UNREALIZED GAINS (LOSSES) FROM INVESTMENTS:
Net realized gain distributions from underlying affiliated funds		87,080
Net realized gains from investment transactions with affiliates		242,598
Net realized gains from investment transactions with non-affiliates		584
Net realized gains from affiliated and non-affiliated investments		330,262
Net change in unrealized appreciation/(depreciation) from investments in affiliates		253,238
Net change in unrealized appreciation/(depreciation) from investments in non-affiliates		(1,654	)
Net change in unrealized appreciation/(depreciation) from investments in affiliates and non-affiliates		251,584
Net realized/unrealized gains from affiliated and non-affiliated investments		581,846
CHANGE IN NET ASSETS RESULTING FROM OPERATIONS	$	761,039

The accompanying notes are an integral part of these financial statements.

164

Statements of Changes in Net Assets

	Nationwide Retirement Income Fund
	Year Ended October 31, 2013			Year Ended October 31, 2012
Operations:
Net investment income	$	179,193		$	140,159
Net realized gains from affiliated and non-affiliated investments		330,262			99,248
Net change in unrealized appreciation/(depreciation) from investments in affiliates and non-affiliates		251,584			844,045
Change in net assets resulting from operations		761,039			1,083,452
Distributions to Shareholders From:
Net investment income:
Class A		(23,164	)		(21,487	)
Class C		(838	)		(591	)
Class R1		(2,096	)		(1,392	)
Class R2		(37,009	)		(19,598	)
Institutional Service Class		(84,186	)		(86,482	)
Institutional Class		(24,203	)		(20,867	)
Net realized gains:
Class A		(33,706	)		(201,039	)
Class C		(1,604	)		(12,354	)
Class R1		(3,948	)		(39,166	)
Class R2		(60,628	)		(299,681	)
Institutional Service Class		(89,973	)		(536,255	)
Institutional Class		(17,345	)		(87,144	)
Change in net assets from shareholder distributions		(378,700	)		(1,326,056	)
Change in net assets from capital transactions		7,409			989,221
Change in net assets		389,748			746,617
Net Assets:
Beginning of year		27,037,151			26,290,534
End of year	$	27,426,899		$	27,037,151
Accumulated undistributed net investment income at end of year	$	31,637		$	11,384
CAPITAL TRANSACTIONS:
Class A Shares
Proceeds from shares issued	$	3,597,326		$	1,353,076
Dividends reinvested		55,952			219,075
Cost of shares redeemed		(4,365,831	)		(1,228,133	)
Total Class A Shares		(712,553	)		344,018
Class C Shares
Proceeds from shares issued		30,281			128,632
Dividends reinvested		2,442			12,910
Cost of shares redeemed		(19,792	)		(89,535	)
Total Class C Shares		12,931			52,007
Class R1 Shares
Proceeds from shares issued		545,940			148,651
Dividends reinvested		6,044			40,558
Cost of shares redeemed		(526,177	)		(584,669	)
Total Class R1 Shares		25,807			(395,460	)

165

Statements of Changes in Net Assets (Continued)

	Nationwide Retirement Income Fund
	Year Ended October 31, 2013			Year Ended October 31, 2012
CAPITAL TRANSACTIONS: (continued)
Class R2 Shares
Proceeds from shares issued	$	3,938,189		$	2,765,579
Dividends reinvested		97,637			319,279
Cost of shares redeemed		(3,380,972	)		(2,020,799	)
Total Class R2 Shares		654,854			1,064,059
Institutional Service Class Shares
Proceeds from shares issued		5,366,203			2,980,627
Dividends reinvested		174,159			622,737
Cost of shares redeemed		(6,391,816	)		(4,488,396	)
Total Institutional Service Class Shares		(851,454	)		(885,032	)
Institutional Class Shares
Proceeds from shares issued		2,224,946			1,521,185
Dividends reinvested		41,548			108,011
Cost of shares redeemed		(1,388,670	)		(819,567	)
Total Institutional Class Shares		877,824			809,629
Change in net assets from capital transactions	$	7,409		$	989,221
SHARE TRANSACTIONS:
Class A Shares
Issued		368,399			142,251
Reinvested		5,834			23,908
Redeemed		(450,401	)		(129,877	)
Total Class A Shares		(76,168	)		36,282
Class C Shares
Issued		3,096			13,407
Reinvested		256			1,415
Redeemed		(2,062	)		(9,466	)
Total Class C Shares		1,290			5,356
Class R1 Shares
Issued		57,050			15,865
Reinvested		631			4,427
Redeemed		(54,742	)		(61,481	)
Total Class R1 Shares		2,939			(41,189	)
Class R2 Shares
Issued		409,199			293,677
Reinvested		10,235			34,986
Redeemed		(351,015	)		(214,197	)
Total Class R2 Shares		68,419			114,466
Institutional Service Class Shares
Issued		553,386			315,278
Reinvested		18,168			67,959
Redeemed		(661,088	)		(475,429	)
Total Institutional Service Class Shares		(89,534	)		(92,192	)

166

Statements of Changes in Net Assets (Continued)

	Nationwide Retirement Income Fund
	Year Ended October 31, 2013			Year Ended October 31, 2012
SHARE TRANSACTIONS: (continued)
Institutional Class Shares
Issued		230,101			160,913
Reinvested		4,329			11,758
Redeemed		(142,836	)		(87,609	)
Total Institutional Class Shares		91,594			85,062
Total change in shares		(1,460	)		107,785

The accompanying notes are an integral part of these financial statements.

167

Financial Highlights

Selected data for each share of capital outstanding throughout the periods indicated

Nationwide Retirement Income Fund

			Operations							Distributions													Ratios/Supplemental Data
	Net Asset Value, Beginning of Period		Net Investment Income		Net Realized and Unrealized Gains (Losses) from Investments			Total from Operations		Net Investment Income			Net Realized Gains			Total Distributions			Net Asset Value, End of Period		Total Return (a)		Net Assets at End of Period		Ratio of Expenses to Average Net Assets		Ratio of Net Investment Income (Loss) to Average Net Assets			Ratio of Expenses (Prior to Reimbursements) to Average Net Assets		Portfolio Turnover (b)
Class A Shares
Year Ended October 31, 2013 (c)	$	9.63		0.06		0.21			0.27		(0.05	)		(0.07	)		(0.12	)	$	9.78		2.86%	$	3,805,115		0.63%		0.60%			0.63%		73.70%
Year Ended October 31, 2012 (c)	$	9.74		0.04		0.30			0.34		(0.04	)		(0.41	)		(0.45	)	$	9.63		3.77%	$	4,480,984		0.67%		0.45%			0.67%		93.99%
Year Ended October 31, 2011 (c)	$	10.14		0.20		(0.11	)		0.09		(0.19	)		(0.30	)		(0.49	)	$	9.74		0.94%	$	4,176,502		0.83%		1.96%			0.83%		107.29%
Year Ended October 31, 2010 (c)	$	9.44		0.15		0.71			0.86		(0.16	)		–			(0.16	)	$	10.14		9.19%	$	4,264,462		0.84%		1.50%			0.84%		40.31%
Year Ended October 31, 2009 (c)	$	8.56		0.19		0.94			1.13		(0.20	)		(0.05	)		(0.25	)	$	9.44		13.46%	$	2,122,283		0.83%		2.15%			0.83%		43.52%
Class C Shares
Year Ended October 31, 2013 (c)	$	9.57		0.01		0.21			0.22		(0.04	)		(0.07	)		(0.11	)	$	9.68		2.33%	$	227,583		1.13%		0.07%			1.13%		73.70%
Year Ended October 31, 2012 (c)	$	9.70		–		0.30			0.30		(0.02	)		(0.41	)		(0.43	)	$	9.57		3.30%	$	212,629		1.16%		(0.03%	)		1.16%		93.99%
Year Ended October 31, 2011 (c)	$	10.12		0.08		(0.04	)		0.04		(0.16	)		(0.30	)		(0.46	)	$	9.70		0.40%	$	163,559		1.33%		0.83%			1.33%		107.29%
Year Ended October 31, 2010 (c)	$	9.43		0.06		0.74			0.80		(0.11	)		–			(0.11	)	$	10.12		8.69%	$	55,901		1.35%		0.60%			1.35%		40.31%
Year Ended October 31, 2009 (c)	$	8.55		0.15		0.94			1.09		(0.16	)		(0.05	)		(0.21	)	$	9.43		12.82%	$	991		1.38%		1.69%			1.38%		43.52%
Class R1 Shares
Year Ended October 31, 2013 (c)	$	9.62		0.01		0.22			0.23		(0.04	)		(0.07	)		(0.11	)	$	9.74		2.43%	$	553,338		1.03%		0.10%			1.03%		73.70%
Year Ended October 31, 2012 (c)	$	9.73		0.01		0.31			0.32		(0.02	)		(0.41	)		(0.43	)	$	9.62		3.46%	$	518,162		1.07%		0.06%			1.07%		93.99%
Year Ended October 31, 2011 (c)	$	10.12		0.17		(0.12	)		0.05		(0.14	)		(0.30	)		(0.44	)	$	9.73		0.50%	$	925,225		1.23%		1.73%			1.23%		107.29%
Year Ended October 31, 2010 (c)	$	9.42		0.12		0.70			0.82		(0.12	)		–			(0.12	)	$	10.12		8.76%	$	2,460,478		1.23%		1.29%			1.23%		40.31%
Year Ended October 31, 2009 (c)	$	8.55		0.16		0.92			1.08		(0.16	)		(0.05	)		(0.21	)	$	9.42		12.88%	$	2,119,001		1.23%		1.81%			1.23%		43.52%
Class R2 Shares
Year Ended October 31, 2013 (c)	$	9.58		0.03		0.21			0.24		(0.04	)		(0.07	)		(0.11	)	$	9.71		2.60%	$	8,600,119		0.88%		0.29%			0.88%		73.70%
Year Ended October 31, 2012 (c)	$	9.69		0.02		0.31			0.33		(0.03	)		(0.41	)		(0.44	)	$	9.58		3.58%	$	7,829,989		0.92%		0.19%			0.92%		93.99%
Year Ended October 31, 2011 (c)	$	10.10		0.16		(0.10	)		0.06		(0.17	)		(0.30	)		(0.47	)	$	9.69		0.61%	$	6,810,440		1.08%		1.59%			1.08%		107.29%
Year Ended October 31, 2010 (c)	$	9.41		0.13		0.70			0.83		(0.14	)		–			(0.14	)	$	10.10		8.97%	$	5,499,116		1.09%		1.34%			1.09%		40.31%
Year Ended October 31, 2009 (c)	$	8.54		0.17		0.94			1.11		(0.19	)		(0.05	)		(0.24	)	$	9.41		13.08%	$	3,136,767		1.08%		1.91%			1.08%		43.52%
Institutional Service Class Shares
Year Ended October 31, 2013 (c)	$	9.62		0.08		0.22			0.30		(0.07	)		(0.07	)		(0.14	)	$	9.78		3.16%	$	11,049,134		0.38%		0.81%			0.38%		73.70%
Year Ended October 31, 2012 (c)	$	9.73		0.07		0.30			0.37		(0.07	)		(0.41	)		(0.48	)	$	9.62		4.02%	$	11,735,739		0.42%		0.70%			0.42%		93.99%
Year Ended October 31, 2011 (c)	$	10.13		0.20		(0.08	)		0.12		(0.22	)		(0.30	)		(0.52	)	$	9.73		1.22%	$	12,758,665		0.58%		2.01%			0.58%		107.29%
Year Ended October 31, 2010 (c)	$	9.44		0.17		0.71			0.88		(0.19	)		–			(0.19	)	$	10.13		9.49%	$	7,897,217		0.59%		1.79%			0.59%		40.31%
Year Ended October 31, 2009 (c)	$	8.56		0.22		0.93			1.15		(0.22	)		(0.05	)		(0.27	)	$	9.44		13.64%	$	2,847,529		0.58%		2.45%			0.58%		43.52%
Institutional Class Shares
Year Ended October 31, 2013 (c)	$	9.63		0.10		0.21			0.31		(0.09	)		(0.07	)		(0.16	)	$	9.78		3.33%	$	3,191,610		0.13%		1.08%			0.13%		73.70%
Year Ended October 31, 2012 (c)	$	9.73		0.09		0.31			0.40		(0.09	)		(0.41	)		(0.50	)	$	9.63		4.39%	$	2,259,648		0.16%		0.95%			0.16%		93.99%
Year Ended October 31, 2011 (c)	$	10.14		0.24		(0.11	)		0.13		(0.24	)		(0.30	)		(0.54	)	$	9.73		1.35%	$	1,456,143		0.33%		2.39%			0.33%		107.29%
Year Ended October 31, 2010 (c)	$	9.44		0.22		0.69			0.91		(0.21	)		–			(0.21	)	$	10.14		9.71%	$	1,524,099		0.34%		2.28%			0.34%		40.31%
Year Ended October 31, 2009 (c)	$	8.57		0.24		0.93			1.17		(0.25	)		(0.05	)		(0.30	)	$	9.44		13.92%	$	2,974,982		0.33%		2.73%			0.33%		43.52%

Amounts designated as “–” are zero or have been rounded to zero.

(a) Excludes sales charge.

(b) Portfolio turnover is calculated on the basis of the Fund as a whole without distinguishing among the classes of shares.

(c) Per share calculations were performed using average shares method.

The accompanying notes are an integral part of these financial statements.

168

Notes to Financial Statements

October 31, 2013

1.  Organization

Nationwide Mutual Funds (the “Trust”) is registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end management investment company, organized as a statutory trust under the laws of the State of Delaware. The Trust has authorized an unlimited number of shares of beneficial interest (“shares”), without par value. As of October 31, 2013, the Trust operates fifty-three (53) separate series, or mutual funds, each with its own investment objective(s) and strategies. This report contains the financial statements and financial highlights of the eleven (11) series listed below (each, a “Fund”; collectively, the “Funds”).

- Nationwide Destination 2010 Fund (“Destination 2010”)

- Nationwide Destination 2015 Fund (“Destination 2015”)

- Nationwide Destination 2020 Fund (“Destination 2020”)

- Nationwide Destination 2025 Fund (“Destination 2025”)

- Nationwide Destination 2030 Fund (“Destination 2030”)

- Nationwide Destination 2035 Fund (“Destination 2035”)

- Nationwide Destination 2040 Fund (“Destination 2040”)

- Nationwide Destination 2045 Fund (“Destination 2045”)

- Nationwide Destination 2050 Fund (“Destination 2050”)

- Nationwide Destination 2055 Fund (“Destination 2055”)

- Nationwide Retirement Income Fund (“Retirement Income”)

Each of the Funds is constructed as a “fund-of-funds,” which means that each of the Funds pursues its investment objective by allocating its investments primarily among other affiliated series of the Trust, and in unaffiliated mutual funds (including exchange-traded funds) (“Underlying Funds”). The Underlying Funds typically invest, either directly or indirectly, in stocks, bonds, and other securities.

Each of the Funds is a non-diversified fund, as defined in the 1940 Act.

2.  Summary of Significant Accounting Policies

The following is a summary of significant accounting policies followed by the Funds in the preparation of their financial statements. The policies are in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The preparation of financial statements requires Fund management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of income and expenses for the period. The Funds utilize various methods to measure the value of their investments on a recurring basis. Amounts received upon the sale of such investments could differ from those estimated values and those differences could be material.

(a) Security Valuation

The fair market value of a Fund’s investments in its Underlying Funds is determined in accordance with the procedures described below. U.S. GAAP defines fair market value as the price that a Fund would receive to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement date. The Trust’s investment adviser, Nationwide Fund Advisors (“NFA”), to the Funds assigns a fair value to a Fund’s investments in accordance with a hierarchy that prioritizes the various types of inputs used to measure fair value. The hierarchy gives the highest priority to readily available unadjusted quoted prices in active markets for identical assets (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements) when market prices are not readily available or reliable.

The three levels of the hierarchy are summarized below.

— Level 1 — Quoted prices in active markets for identical assets

— Level 2 — Other significant observable inputs (including quoted prices of similar securities, interest rates, prepayment speeds, credit risk, etc.)

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Notes to Financial Statements (Continued)

October 31, 2013

— Level 3 — Significant unobservable inputs (including a Fund’s own assumptions in determining the fair value of investments)

Changes in valuation techniques may result in transfers into or out of an investment’s assigned level within the hierarchy.

An investment’s categorization within the hierarchy is based on the lowest level of any input that is significant to the fair valuation in its entirety. The inputs or methodology used to value investments are not intended to indicate the risk associated with investing in those investments.

Shares of registered open-end Underlying Funds in which a Fund invests are valued at their respective net asset value (“NAV”) as reported by such Underlying Fund. Investments valued in this manner are generally categorized as Level 1 investments within the hierarchy.

Unaffiliated exchange-traded funds are valued at their last reported sale price. Investments valued in this manner are generally categorized as Level 1 investments within the hierarchy.

At October 31, 2013, 100% of the market value of the Funds’ investments was determined based on Level 1 inputs.

During the year ended October 31, 2013, there were no transfers into or out of Level 1, Level 2 or Level 3.

The following are the valuation policies of the affiliated Underlying Funds:

Securities for which market quotations are readily available are valued at current market value as of “Valuation Time.” Valuation Time is as of the close of regular trading on the New York Stock Exchange (usually 4:00 p.m. Eastern time). Equity securities are generally valued at the last quoted sale price or official closing price, or, if there is no such price, the last quoted bid price provided by an independent pricing service approved by the Trust’s Board of Trustees (the “Board of Trustees”). Prices are taken from the primary market or exchange on which each security trades. Shares of registered open-end management investment companies are valued at NAV as reported by such company.

The Board of Trustees has delegated authority to NFA, and the Trust’s administrator, Nationwide Fund Management LLC (“NFM”), to assign fair value. NFA and NFM have established a Fair Valuation Committee (“FVC”) to assign these fair valuations.

The FVC follows guidelines approved by the Board of Trustees to assign the fair value. The fair value of a security may differ from its quoted or published price. Fair valuation of portfolio securities may occur on a daily basis.

Securities may be fair valued in a variety of circumstances, such as where (i) market quotations are not readily available; (ii) an independent pricing service does not provide a value or the value provided by an independent pricing service is determined to be unreliable in the judgment of NFA or its designee; (iii) a significant event has occurred that affects the value of a Fund’s securities after trading has stopped (e.g., earnings announcements or news relating to natural disasters affecting an issuer’s operations); (iv) the securities are illiquid; (v) the securities have defaulted or been delisted from an exchange and are no longer trading; or (vi) any other circumstance in which the FVC believes that market quotations do not accurately reflect the value of a security.

The fair valuation of securities takes into account relevant factors and surrounding circumstances, including, but not limited to, the prices of related or comparable assets or liabilities, recent transactions, market multiples, anticipated cash flows, the nature and duration of any restrictions on transfer, book values, and other information relevant to the investment. Methods utilized to determine fair value may include, among others, the following: (i) a multiple of earnings; (ii) the discount from market value of a similar, freely traded security; (iii) the yield-to-maturity for debt issues; or (iv) a combination of these and other methods. Fair valuations may also take into account significant events that occur before Valuation Time but after the close of the principal market on which a security trades that materially affect the value of such security. The FVC monitors the results of fair valuation determinations and regularly reports the results to the Board of Trustees.

Securities listed on a foreign exchange are generally fair valued by an independent fair value pricing service approved by the Board of Trustees or otherwise are valued at the last sale price at the close of the exchange on

170

Notes to Financial Statements (Continued)

October 31, 2013

which the security is principally traded. Securities valued in this manner are generally categorized as Level 2 and Level 1 investments, respectively, within the hierarchy. Fair valuation factors are provided by an independent pricing service provider. When fair valuation factors are utilized, the value assigned to securities may not be the same as quoted or published prices of the securities on their primary markets. Values of foreign securities, currencies, and other assets and liabilities denominated in foreign currencies are translated into U.S. dollars at the exchange rate of said currencies against the U.S. dollar, as of Valuation Time, as provided by an independent pricing service approved by the Board of Trustees.

Debt and other fixed-income securities are generally valued at the bid evaluation price provided by an independent pricing service as approved by the Board of Trustees. Independent pricing service providers may use broker-dealer quotations, reported trades or valuation estimates from their internal pricing models. The service providers’ internal models use inputs that are observable such as issuer details, interest rates, yield curves, prepayment speeds, credit risks/spreads, default rates and quoted prices for similar assets and are generally categorized as Level 2 investments within the hierarchy.

(b) Cash Overdraft

As of October 31, 2013, Destination 2020 and Retirement Income had an overdrawn balance of $5,719 and $28,528, respectively, with the Funds’ custodian bank, JPMorgan Chase Bank, N.A. (“JPMorgan”). To offset the overdraft, JPMorgan advanced an amount equal to the overdraft. Consistent with the Funds’ borrowing policy, the advance is deemed a temporary loan to the Funds. Such loan is payable upon demand and bears interest from the date of such advance to the date of payment at the rate agreed upon with JPMorgan under the custody agreement. This advance is separate from, and was not made pursuant to, the credit agreement discussed in Note 5 below.

(c) Security Transactions and Investment Income

Security transactions are accounted for on the date the security is purchased or sold. Security gains and losses are calculated on the identified cost basis. Dividend income received from the Underlying Funds is recognized on the ex-dividend date and is recorded as income on the Statement of Operations. Capital gain distributions received from the Underlying Funds are recognized on ex-dividend date and are recorded on the Statement of Operations as such.

(d) Distributions to Shareholders

Distributions from net investment income, if any, are declared and paid quarterly. Distributions from net realized capital gains, if any, are declared and distributed at least annually. All distributions are recorded on the ex-dividend date.

Dividends and distributions to shareholders are determined in accordance with federal income tax regulations, which may differ from U.S. GAAP. These “book/tax” differences are considered either permanent or temporary. Permanent differences are reclassified within the capital accounts based on their nature for federal income tax purposes; temporary differences do not require reclassification. The permanent differences as of October 31, 2013 are primarily attributable to capital distributions from Underlying Funds and distribution redesignations. These reclassifications have no effect upon the NAV of the respective Funds. Any distribution in excess of current and accumulated earnings and profits for federal income tax purposes is reported as a “return of capital” distribution.

(e) Federal Income Taxes

Each Fund elected to be treated as, and intends to qualify each year as, a “Regulated Investment Company” (“RIC”) by complying with the provisions available to certain investment companies under Subchapter M of the U.S. Internal Revenue Code of 1986, as amended, and to make distributions of net investment income and net realized capital gains sufficient to relieve a Fund from all, or substantially all, federal income taxes. Therefore, no federal income tax provision is required.

A Fund recognizes a tax benefit from an uncertain position only if it is more likely than not that the position is sustainable, based solely on its technical merits and consideration of the relevant taxing authorities’ widely

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Notes to Financial Statements (Continued)

October 31, 2013

understood administrative practices and precedents. Each Fund undertakes an affirmative evaluation of tax positions taken or expected to be taken in the course of preparing tax returns to determine whether it is more likely than not (i.e., greater than 50 percent) that each tax position will be sustained upon examination by a taxing authority based on the technical merits of the position. If such a tax position taken by a Fund is not sustained upon examination by a taxing authority, that Fund could incur taxes and penalties related to that position, and those amounts could be material. A tax position that meets the more likely than not recognition threshold is measured to determine the amount of benefits to recognize in the financial statements. Differences result in an increase in a liability for taxes payable (or a reduction of a tax refund receivable) and an increase in a deferred tax liability (or a reduction in a deferred tax asset). Each Fund files U.S. federal income tax returns and, if applicable, returns in various foreign jurisdictions in which it invests. The last four tax year ends, or since inception (if shorter), and any interim tax period since then generally remain open for examination by taxing authorities.

The Funds engage in ongoing monitoring and analysis; future conclusions reached by management could be different and result in adjustments to a Fund’s NAV and financial statements. The Funds are not aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will significantly change in the next twelve months.

The Regulated Investment Company Modernization Act of 2010 (the “Modernization Act”) is effective in the current tax year.

(f) Allocation of Expenses, Income, and Gains and Losses

Expenses directly attributable to a Fund are charged to that Fund. Expenses not directly attributable to a Fund are allocated proportionally among various or all series of the Trust. Income, fund level expenses, and realized and unrealized gains or losses are allocated to each class of shares of a Fund based on the value of the outstanding shares of that class relative to the total value of the outstanding shares of that Fund. Expenses specific to a class (such as Rule 12b-1 and administrative services fees) are charged to that specific class.

3.  Transactions with Affiliates

Under the terms of the Trust’s Investment Advisory Agreement, NFA manages the investments of the assets and supervises the daily business affairs of the Funds in accordance with policies and procedures established by the Board of Trustees. NFA is a wholly owned subsidiary of Nationwide Financial Services, Inc. (“NFS”), a holding company which is a direct wholly owned subsidiary of Nationwide Corporation. Each Fund pays NFA a unified management fee of 0.13% per annum of the Fund’s average daily net assets. Out of the unified management fee, NFA pays substantially all of the expenses of managing and operating each Fund except for Rule 12b-1 fees, administrative services fees, the cost of investment securities or other investment assets, taxes, interest charges, brokerage commissions, short-sale dividend expenses, the cost of share certificates representing shares of the Trust, compensation and expenses of the non-interested Trustees and counsel to the non-interested Trustees, and expenses incurred by a Fund in connection with any merger or reorganization and other non-routine expenses not incurred in the ordinary course of a Fund’s business.

NFM, a wholly owned subsidiary of NFS Distributors, Inc. (“NFSDI”) (a wholly owned subsidiary of NFS), provides various administrative and accounting services for the Funds, and serves as Transfer and Dividend Disbursing Agent for the Funds. NFM has entered into an agreement with a third-party service provider to provide certain sub-administration and sub-transfer agency services to the Funds. NFM pays the service provider a fee for these services.

Pursuant to the unified advisory fee terms of the Investment Advisory Agreement, NFA pays fund administration and transfer agency fees. Therefore, for the year ended October 31, 2013, the Funds did not pay any fund administration and transfer agency fees.

Under the terms of a Distribution Plan pursuant to Rule 12b-1 under the 1940 Act, Nationwide Fund Distributors LLC (“NFD”), the Funds’ principal underwriter, is compensated by the Funds for expenses associated with the distribution of certain classes of shares of the Funds. NFD is a wholly owned subsidiary of NFSDI. These fees are based on average daily

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Notes to Financial Statements (Continued)

October 31, 2013

net assets of the respective class of the Funds at an annual rate of 0.25% of Class A shares, 1.00% of Class C shares, 0.65% of Class R1 shares, and 0.50% of Class R2 shares of each Fund. Institutional Class and Institutional Service Class shares do not pay a distribution fee.

Pursuant to an Underwriting Agreement, NFD serves as principal underwriter of the Funds in the continuous distribution of their shares and receives commissions in the form of a front-end sales charge on Class A shares. These fees are deducted from, and are not included in, proceeds from sales of Class A shares of the Funds. From these fees, NFD pays sales commissions, salaries and other expenses in connection with generating new sales of Class A shares of the Funds. Class A sales charges ranged from 0% to 5.75% based on the amount purchased. For the year ended October 31, 2013, the Funds imposed front-end sales charges of $67,819.

NFD also receives fees in the form of contingent deferred sales charges (“CDSCs”) on Class A and Class C shares. These fees may cause the redeemed value of a shareholder’s account to fall below the total purchase payments. A CDSC is imposed on Class A shares for certain redemptions and Class C shares made within 1 year of purchase. Effective July 1, 2013, applicable Class A CDSCs were 1% based on the original purchase price or the current market value of the shares being redeemed. Prior to July 1, 2013, applicable Class A CDSCs ranged from 0.15% to 0.50% based on the original purchase price or the current market value of the shares being redeemed. Class C CDSCs were 1% based on the original purchase price or the current market value of the shares being redeemed. For the year ended October 31, 2013, the Funds imposed CDSCs of $839.

Under the terms of an Administrative Services Plan, the Funds pay fees to servicing organizations, such as broker-dealers, including NFS, and financial institutions, that agree to provide administrative support services to the shareholders of certain classes. These services may include, but are not limited to, the following: (i) establishing and maintaining shareholder accounts; (ii) processing purchase and redemption transactions; (iii) arranging bank wires; (iv) performing shareholder sub-accounting; (v) answering inquiries regarding the Funds; and (vi) other such services. These fees are calculated at an annual rate of up to 0.25% of the average daily net assets of Class A, Class R1, Class R2, and Institutional Service Class shares of each Fund.

For the year ended October 31, 2013, NFS earned the following amounts in administrative services fees from each Fund:

Fund	Amount
Destination 2010	$	71,451
Destination 2015		348,414
Destination 2020		490,801
Destination 2025		474,615
Destination 2030		501,478
Destination 2035		300,594
Destination 2040		246,329
Destination 2045		134,177
Destination 2050		141,704
Destination 2055		14,661
Retirement Income		65,340

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Notes to Financial Statements (Continued)

October 31, 2013

As of October 31, 2013, NFA or its affiliates directly held the percentage indicated below of the shares outstanding of the applicable Fund.

Fund	% of Shares Outstanding Owned
Destination 2010		2.15	%
Destination 2015		23.34
Destination 2020		29.47
Destination 2025		25.59
Destination 2030		21.06
Destination 2035		23.64
Destination 2040		19.18
Destination 2045		14.10
Destination 2050		12.22
Destination 2055		15.22
Retirement Income		32.16

Each Fund is a shareholder of its Underlying Funds. The Underlying Funds do not charge a Fund any sales charge for buying or selling Underlying Fund shares. However, a Fund indirectly pays a portion of the operating expenses of each Underlying Fund in which it invests, including management, administration and custodian fees of the Underlying Funds. These expenses are deducted from each Underlying Fund’s net assets before its share price is calculated and are in addition to the fees and expenses of the Fund. Actual indirect expenses vary depending on how a Fund’s assets are allocated among the Underlying Funds.

4.  Investments in Affiliated Issuers

Each of the Funds invests in Institutional Class shares of the affiliated Underlying Funds. The Funds’ transactions in the shares of Underlying Funds during the year ended October 31, 2013 were as follows:

Destination 2010

Affiliated Issuer	Market Value at October 31, 2012		Purchases at Cost		Sales Proceeds		Dividend Income		Realized Gain/(Loss)			Market Value at October 31, 2013
Nationwide Alternatives Allocation Fund	$	8,381,254	$	2,102,572	$	7,076,958	$	65,453	$	(206,534	)	$	3,239,706
Nationwide International Index Fund		3,315,279		2,270,269		1,847,909		120,817		185,596			4,526,920
Nationwide Mid Cap Market Index Fund		2,292,187		940,357		1,318,203		33,557		246,388			2,599,732
Nationwide S&P 500 Index Fund		5,888,337		1,458,564		3,758,080		103,443		743,568			4,858,911
Nationwide Small Cap Index Fund		970,432		573,400		581,886		16,608		116,525			1,288,007
Nationwide Bond Index Fund		6,819,318		8,126,300		2,711,996		202,423		(11,725	)		12,043,578
Nationwide Inflation-Protected Securities Fund		3,748,456		949,014		1,508,776		3,100		(88,660	)		2,921,512
Nationwide Money Market Fund		676,035		131,491		806,597		—		—			—

174

Notes to Financial Statements (Continued)

October 31, 2013

Destination 2015

Affiliated Issuer	Market Value at October 31, 2012		Purchases at Cost		Sales Proceeds		Dividend Income		Realized Gain/(Loss)			Market Value at October 31, 2013
Nationwide Alternatives Allocation Fund	$	34,062,485	$	4,581,127	$	19,144,783	$	261,885	$	(1,021,034	)	$	18,972,731
Nationwide International Index Fund		20,511,374		7,349,981		5,849,831		732,510		328,337			26,777,420
Nationwide Mid Cap Market Index Fund		11,576,393		2,936,803		3,763,007		169,228		1,146,217			14,295,204
Nationwide S&P 500 Index Fund		28,905,580		2,615,335		9,586,540		518,934		2,976,642			28,500,448
Nationwide Small Cap Index Fund		5,717,411		2,186,821		1,998,159		97,571		725,374			7,851,734
Nationwide Bond Index Fund		25,600,557		28,598,402		4,289,909		785,715		108,429			49,186,807
Nationwide Inflation-Protected Securities Fund		15,052,317		2,441,056		8,335,544		12,256		(732,822	)		7,897,994
Nationwide Money Market Fund		1,493,078		107,057		1,599,003		—		—			—

Destination 2020

Affiliated Issuer	Market Value at October 31, 2012		Purchases at Cost		Sales Proceeds		Dividend Income		Realized Gain/(Loss)			Market Value at October 31, 2013
Nationwide Alternatives Allocation Fund	$	37,638,132	$	9,428,295	$	8,294,152	$	292,299	$	(418,751	)	$	38,652,887
Nationwide International Index Fund		37,242,801		6,914,248		6,925,881		1,345,192		841,631			45,789,280
Nationwide Mid Cap Market Index Fund		19,360,529		7,592,990		6,404,428		286,692		1,666,724			26,586,268
Nationwide S&P 500 Index Fund		44,467,241		5,394,055		9,916,468		843,129		3,304,944			50,724,516
Nationwide Small Cap Index Fund		9,561,249		1,652,773		2,527,768		165,271		973,237			11,977,030
Nationwide Bond Index Fund		30,208,900		27,172,577		2,874,558		981,007		189,461			53,256,573
Nationwide Inflation-Protected Securities Fund.		12,078,931		3,178,775		6,913,692		9,933		(635,238	)		7,272,836

Destination 2025

Affiliated Issuer	Market Value at October 31, 2012		Purchases at Cost		Sales Proceeds		Dividend Income		Realized Gain/(Loss)			Market Value at October 31, 2013
Nationwide Alternatives Allocation Fund	$	33,811,489	$	16,523,255	$	1,866,636	$	263,803	$	(41,942	)	$	48,758,162
Nationwide International Index Fund		40,886,219		8,682,946		7,866,060		1,489,574		1,187,953			51,124,817
Nationwide Mid Cap Market Index Fund		22,030,314		8,294,114		5,677,414		331,805		2,184,015			31,643,125
Nationwide S&P 500 Index Fund		47,663,086		7,407,725		8,411,585		921,881		3,328,853			58,495,858
Nationwide Small Cap Index Fund		14,508,229		2,311,609		4,855,906		253,754		1,858,138			16,855,201
Nationwide Bond Index Fund		15,276,829		16,221,451		1,419,112		537,752		103,342			29,345,290
Nationwide Inflation-Protected Securities Fund		7,635,814		2,534,237		4,611,495		6,308		(420,394	)		4,858,279

175

Notes to Financial Statements (Continued)

October 31, 2013

Destination 2030

Affiliated Issuer	Market Value at October 31, 2012		Purchases at Cost		Sales Proceeds		Dividend Income		Realized Gain/(Loss)			Market Value at October 31, 2013
Nationwide Alternatives Allocation Fund	$	27,286,240	$	24,380,906	$	1,301,630	$	212,687	$	(41,695	)	$	51,064,292
Nationwide International Index Fund		44,354,609		8,536,640		4,909,271		1,634,510		1,922,084			58,513,632
Nationwide Mid Cap Market Index Fund		24,765,329		9,281,627		6,158,938		373,806		3,366,140			35,849,710
Nationwide S&P 500 Index Fund		57,063,978		8,657,545		10,941,436		1,105,106		5,770,832			69,044,260
Nationwide Small Cap Index Fund		20,699,162		3,890,891		8,758,659		361,421		3,829,469			22,818,666
Nationwide Bond Index Fund		9,906,754		8,696,158		5,168,590		351,735		(145,204	)		12,753,205
Nationwide Inflation-Protected Securities Fund		3,961,469		1,417,649		84,490		3,270		(628	)		5,025,224

Destination 2035

Affiliated Issuer	Market Value at October 31, 2012		Purchases at Cost		Sales Proceeds		Dividend Income		Realized Gain/(Loss)			Market Value at October 31, 2013
Nationwide Alternatives Allocation Fund	$	13,818,126	$	19,564,210	$	1,080,460	$	108,681	$	(31,818	)	$	32,816,388
Nationwide International Index Fund		29,626,706		8,542,201		5,843,321		1,112,508		972,658			39,368,092
Nationwide Mid Cap Market Index Fund		14,634,561		6,798,060		1,872,903		234,833		1,132,311			24,621,290
Nationwide S&P 500 Index Fund		35,964,263		8,918,261		8,117,202		716,744		3,405,750			45,928,543
Nationwide Small Cap Index Fund		14,456,078		3,779,143		5,403,221		255,477		2,380,416			17,885,931
Nationwide Bond Index Fund		3,511,395		3,288,607		3,233,393		120,133		(147,890	)		3,288,594

Destination 2040

Affiliated Issuer	Market Value at October 31, 2012		Purchases at Cost		Sales Proceeds		Dividend Income		Realized Gain/(Loss)			Market Value at October 31, 2013
Nationwide Alternatives Allocation Fund	$	9,222,956	$	12,188,122	$	609,083	$	72,655	$	(21,489	)	$	21,125,576
Nationwide International Index Fund		25,552,583		7,295,045		5,898,300		957,166		1,066,849			33,000,155
Nationwide Mid Cap Market Index Fund		12,621,180		7,336,692		1,984,190		205,248		1,234,018			22,444,974
Nationwide S&P 500 Index Fund		27,903,074		7,235,822		5,514,329		568,199		2,670,745			36,958,349
Nationwide Small Cap Index Fund		12,467,545		3,395,198		4,490,684		220,952		2,170,588			15,760,164
Nationwide Bond Index Fund		1,875,052		937,672		67,144		57,270		17,393			2,655,149

176

Notes to Financial Statements (Continued)

October 31, 2013

Destination 2045

Affiliated Issuer	Market Value at October 31, 2012		Purchases at Cost		Sales Proceeds		Dividend Income		Realized Gain/(Loss)			Market Value at October 31, 2013
Nationwide Alternatives Allocation Fund	$	5,009,162	$	4,680,785	$	430,808	$	39,791	$	(12,019	)	$	9,317,473
Nationwide International Index Fund		13,878,625		5,581,502		2,009,624		544,810		230,062			20,945,434
Nationwide Mid Cap Market Index Fund		6,855,898		5,709,809		1,169,532		116,599		612,674			13,968,658
Nationwide S&P 500 Index Fund		15,645,275		5,920,385		2,587,113		332,765		1,041,874			23,271,026
Nationwide Small Cap Index Fund		6,772,917		2,574,713		1,859,460		121,755		842,075			10,017,041
Nationwide Bond Index Fund		509,123		254,253		720,079		13,517		(33,316	)		—

Destination 2050

Affiliated Issuer	Market Value at October 31, 2012		Purchases at Cost		Sales Proceeds		Dividend Income		Realized Gain/(Loss)		Market Value at October 31, 2013
Nationwide Alternatives Allocation Fund	$	6,364,850	$	4,858,859	$	2,404,190	$	49,720	$	2,485	$	8,846,646
Nationwide International Index Fund		14,694,385		9,095,083		7,508,760		552,684		1,047,365		19,834,457
Nationwide Mid Cap Market Index Fund		7,258,267		7,009,437		3,562,804		117,409		1,462,874		13,285,522
Nationwide S&P 500 Index Fund		16,047,163		8,820,583		6,945,894		325,462		2,685,194		22,114,585
Nationwide Small Cap Index Fund		7,170,214		4,070,771		4,267,690		125,678		1,564,229		9,494,317

Destination 2055

Affiliated Issuer	Market Value at October 31, 2012		Purchases at Cost		Sales Proceeds		Dividend Income		Realized Gain/(Loss)		Market Value at October 31, 2013
Nationwide Alternatives Allocation Fund	$	543,479	$	932,318	$	63,681	$	4,755	$	1,307	$	1,412,244
Nationwide International Index Fund		1,256,666		1,761,342		297,292		65,468		26,004		3,170,120
Nationwide Mid Cap Market Index Fund		665,360		1,232,333		122,608		14,429		37,802		2,114,697
Nationwide S&P 500 Index Fund		1,327,333		1,781,637		109,676		38,465		30,015		3,525,759
Nationwide Small Cap Index Fund		613,707		795,946		212,152		12,962		60,649		1,518,932

Retirement Income

Affiliated Issuer	Market Value at October 31, 2012		Purchases at Cost		Sales Proceeds		Dividend Income		Realized Gain/(Loss)			Market Value at October 31, 2013
Nationwide Alternatives Allocation Fund	$	10,244,738	$	3,810,100	$	11,024,161	$	79,781	$	(240,794	)	$	2,742,536
Nationwide International Index Fund		533,122		1,893,498		466,994		27,459		103,858			2,194,140
Nationwide Mid Cap Market Index Fund		526,361		1,046,264		421,810		9,359		103,356			1,371,547
Nationwide S&P 500 Index Fund		2,893,888		1,396,482		2,267,076		56,013		466,695			2,742,536
Nationwide Small Cap Index Fund		—		836,395		76,933		—		4,708			818,124
Nationwide Bond Index Fund		4,661,905		8,013,839		2,142,021		149,285		(13,820	)		10,443,152
Nationwide Inflation-Protected Securities Fund		4,110,838		1,651,963		1,885,700		3,390		(94,325	)		3,565,129
Nationwide Money Market Fund		1,630,960		588,336		844,888		—		—			1,371,547

Amounts designated as “—” are zero or have been rounded to zero.

177

Notes to Financial Statements (Continued)

October 31, 2013

Further information about each affiliated Underlying Fund may be found in such Underlying Fund’s most recent annual report to shareholders, which is available at www.nationwide.com/mutualfunds.

5.  Bank Loans and Earnings Credit

The Trust has a credit agreement with JPMorgan, The Bank of New York Mellon, Wells Fargo Bank National Association, and U.S. Bank National Association, permitting the Trust to borrow up to $100,000,000. Advances taken by a Fund under this arrangement would be primarily for temporary or emergency purposes, including the meeting of redemption requests that otherwise might require the untimely disposition of securities, and are subject to a Fund’s borrowing restrictions. The line of credit requires a commitment fee of 0.07% per year on $100,000,000. Prior to July 18, 2013, the line of credit required a commitment fee of 0.08% on $90,000,000. Borrowings under this arrangement bear interest at a rate of 1.00% per annum plus the higher of (a) the one month London Interbank Offered Rate or (b) the Federal Funds Rate. Interest costs, if any, would be shown on the Statement of Operations. No compensating balances are required under the terms of the line of credit. The line of credit is renewed annually, and next expires on July 17, 2014. There were no borrowings under the line of credit during the year ended October 31, 2013.

JPMorgan provides earnings credits for cash balances maintained in a Fund’s custody accounts, which are used to offset custody fees of a Fund.

6.  Investment Transactions

For the year ended October 31, 2013, purchases and sales of investments (excluding short-term securities) were as follows:

Fund	Purchases		Sales
Destination 2010	$	17,167,193	$	20,355,904
Destination 2015		53,657,506		55,994,548
Destination 2020		66,107,107		45,520,697
Destination 2025		64,812,658		36,879,089
Destination 2030		67,695,416		41,664,175
Destination 2035		51,282,833		25,575,288
Destination 2040		38,703,348		18,525,983
Destination 2045		24,957,113		8,812,893
Destination 2050		33,889,875		24,542,614
Destination 2055		6,524,464		801,137
Retirement Income		21,119,243		21,161,063

7.  Portfolio Investment Risks from Underlying Funds

Information about the risks of an investment in each affiliated Underlying Fund may be found in such Underlying Fund’s annual report to shareholders, which is available at www.nationwide.com/mutualfunds. Information about unaffiliated Underlying Fund risks may be found in such Fund’s annual or semiannual report to shareholders. Additional information about derivatives-related risks, if applicable to the Fund, may also be found in each such Underlying Fund’s annual or semiannual report to shareholders.

8.  Indemnifications

Under the Trust’s organizational documents, the Trust’s Officers and Trustees are indemnified by the Trust against certain liabilities arising out of the performance of their duties to the Trust. In addition, the Trust has entered into indemnification agreements with its Trustees and certain of its Officers. Trust Officers receive no compensation from the Trust for serving as its Officers. In addition, in the normal course of business, the Trust enters into contracts with its vendors and others that provide for general indemnifications. The Trust’s maximum liability under these arrangements is unknown, as this would involve future claims made against the Trust. Based on experience, however, the Trust expects the risk of loss to be remote.

178

Notes to Financial Statements (Continued)

October 31, 2013

9.  New Accounting Pronouncements

In January 2013, Accounting Standards Update 2013-01 (“ASU 2013-01”), Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities, replaced Accounting Standards Update 2011-11 (“ASU 2011-11”), Disclosures about Offsetting Assets and Liabilities. ASU 2013-01 is effective for fiscal years beginning on or after January 1, 2013, and interim periods within those annual periods. ASU 2011-11 was intended to enhance disclosure requirements on the offsetting of financial assets and liabilities. ASU 2013-01 limits the scope of the new balance sheet offsetting disclosures to derivatives, repurchase agreements, and securities lending transactions to the extent that they are (i) offset in the financial statements or (ii) subject to an enforceable master netting arrangement or similar agreement. Management is currently evaluating the application of ASU 2013-01 and its impact, if any, on the Funds’ financial statements.

10.  Other

As of October 31, 2013, the Funds had individual shareholder accounts and/or omnibus shareholder accounts (comprising a group of individual shareholders), which held more than 10% of the total shares outstanding of the Funds as detailed below.

Fund	% of Shares			Number of Accounts
Destination 2010		87.13	%		1
Destination 2015		78.29			3
Destination 2020		83.10			3
Destination 2025		75.70			2
Destination 2030		83.39			3
Destination 2035		80.85			2
Destination 2040		84.01			2
Destination 2045		79.09			1
Destination 2050		82.14			2
Destination 2055		79.53			2
Retirement Income		79.60			3

11. Federal Tax Information

The tax character of distributions paid during the year ended October 31, 2013 was as follows:

	Distributions paid from
Fund	Ordinary Income		Net Long-Term Capital Gains		Total Taxable Distributions		Return of Capital		Total Distributions Paid
Destination 2010	$	302,634	$	781,377	$	1,084,011	$	—	$	1,084,011
Destination 2015		1,663,216		4,190,131		5,853,347		—		5,853,347
Destination 2020		2,794,107		6,574,957		9,369,064		—		9,369,064
Destination 2025		2,671,935		6,367,729		9,039,664		—		9,039,664
Destination 2030		2,807,304		7,866,780		10,674,084		—		10,674,084
Destination 2035		1,798,894		3,980,974		5,779,868		—		5,779,868
Destination 2040		1,437,631		2,725,708		4,163,339		—		4,163,339
Destination 2045		789,436		1,268,665		2,058,101		—		2,058,101
Destination 2050		814,103		2,456,525		3,270,628		—		3,270,628
Destination 2055		94,336		25,025		119,361		—		119,361
Retirement Income		228,342		150,358		378,700		—		378,700

Amounts designated as “—” are zero or have been rounded to zero.

179

Notes to Financial Statements (Continued)

October 31, 2013

The tax character of distributions paid during the year ended October 31, 2012 was as follows:

	Distributions paid from
Fund	Ordinary Income		Net Long-Term Capital Gains		Total Taxable Distributions		Return of Capital		Total Distributions Paid
Destination 2010	$	352,778	$	2,350,083	$	2,702,861	$	—	$	2,702,861
Destination 2015		1,646,195		9,940,505		11,586,700		—		11,586,700
Destination 2020		2,392,447		9,130,816		11,523,263		—		11,523,263
Destination 2025		2,083,523		8,397,644		10,481,167		—		10,481,167
Destination 2030		2,006,619		6,845,259		8,851,878		—		8,851,878
Destination 2035		1,132,052		2,429,018		3,561,070		—		3,561,070
Destination 2040		832,223		2,064,429		2,896,652		—		2,896,652
Destination 2045		436,247		1,320,287		1,756,534		—		1,756,534
Destination 2050		490,845		2,243,830		2,734,675		—		2,734,675
Destination 2055		38,105		2,400		40,505		—		40,505
Retirement Income		248,080		1,077,976		1,326,056		—		1,326,056

Amounts designated as “—” are zero or have been rounded to zero.

As of October 31, 2013, the components of accumulated earnings/(deficit) on a tax basis were as follows:

Fund	Undistributed Ordinary Income		Undistributed Long-Term Capital Gains		Accumulated Earnings		Distributions Payable		Accumulated Capital and Other Losses		Unrealized Appreciation/ (Depreciation)*		Total Accumulated Earnings (Deficit)
Destination 2010	$	33,850	$	914,795	$	948,645	$	—	$	—	$	1,804,833	$	2,753,478
Destination 2015		132,851		3,476,838		3,609,689		—		—		15,536,532		19,146,221
Destination 2020		137,656		5,546,730		5,684,386		—		—		28,182,181		33,866,567
Destination 2025		65,571		7,363,374		7,428,945		—		—		34,071,120		41,500,065
Destination 2030		22,511		13,655,070		13,677,581		—		—		42,368,311		56,045,892
Destination 2035		—		7,110,055		7,110,055		—		—		27,369,667		34,479,722
Destination 2040		—		6,575,361		6,575,361		—		—		23,312,964		29,888,325
Destination 2045		—		2,519,117		2,519,117		—		—		13,582,030		16,101,147
Destination 2050		—		6,102,992		6,102,992		—		—		11,184,303		17,287,295
Destination 2055		—		148,799		148,799		—		—		1,707,173		1,855,972
Retirement Income		33,855		179,640		213,495		—		—		537,323		750,818

Amounts designated as “—” are zero or have been rounded to zero.

* The difference between book-basis and tax-basis unrealized appreciation/(depreciation) is primarily attributable to timing differences in recognizing certain gains and losses on investment transactions.

180

Notes to Financial Statements (Continued)

October 31, 2013

As of October 31, 2013, the tax cost of securities and the breakdown of unrealized appreciation/(depreciation) for each Fund was as follows:

Fund	Tax Cost of Securities		Unrealized Appreciation		Unrealized Depreciation			Net Unrealized Appreciation/ (Depreciation)
Destination 2010	$	30,650,224	$	2,225,300	$	(420,467	)	$	1,804,833
Destination 2015		142,685,967		17,134,252		(1,597,720	)		15,536,532
Destination 2020		213,369,334		30,332,931		(2,150,750	)		28,182,181
Destination 2025		209,433,783		35,579,191		(1,508,071	)		34,071,120
Destination 2030		212,702,787		43,437,066		(1,068,755	)		42,368,311
Destination 2035		136,539,276		27,636,134		(266,467	)		27,369,667
Destination 2040		108,632,457		23,494,495		(181,531	)		23,312,964
Destination 2045		63,937,707		13,630,175		(48,145	)		13,582,030
Destination 2050		62,391,224		11,272,004		(87,701	)		11,184,303
Destination 2055		10,034,579		1,713,975		(6,802	)		1,707,173
Retirement Income		26,919,302		926,747		(389,424	)		537,323

12.  Subsequent Events

Effective on or about February 21, 2014, the existing Class R1 shares of each of the Funds will be converted to Class R2 shares of the same Fund. Class R1 shares will no longer be offered as of the same date.

Effective March 1, 2014, Class R2 shares of the Funds will be renamed “Class R” shares.

Management has evaluated the impact of subsequent events on the Funds and has determined that there are no additional subsequent events requiring recognition or disclosure in the financial statements.

181

Report of Independent Registered Public Accounting Firm

To the Board of Trustees and Shareholders of Nationwide Mutual Funds:

In our opinion, the accompanying statements of assets and liabilities, including the statements of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Nationwide Destination 2010 Fund, Nationwide Destination 2015 Fund, Nationwide Destination 2020 Fund, Nationwide Destination 2025 Fund, Nationwide Destination 2030 Fund, Nationwide Destination 2035 Fund, Nationwide Destination 2040 Fund, Nationwide Destination 2045 Fund, Nationwide Destination 2050 Fund, Nationwide Destination 2055 Fund, and Nationwide Retirement Income Fund (eleven series of Nationwide Mutual Funds, hereafter referred to as the “Funds”) at October 31, 2013, the results of each of their operations for the year then ended, the changes in each of their net assets for each of the two years in the period then ended and the financial highlights for each of the periods indicated, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as “financial statements”) are the responsibility of the Funds’ management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at October 31, 2013 by correspondence with the custodian and underlying funds’ transfer agent, provide a reasonable basis for our opinion.

/s/ PricewaterhouseCoopers LLP

Philadelphia, Pennsylvania

December 23, 2013

182

Supplemental Information

October 31, 2013 (Unaudited)

Other Federal Tax Information

For the year ended October 31, 2013, certain dividends paid by the Funds may be subject to a maximum tax rate of 20% as provided for by the Jobs and Growth Tax Relief Reconciliation Act of 2003. The Funds intend to designate the maximum amount allowable as taxed at a maximum rate of 15%. Complete information will be reported in conjunction with your 2013 Form 1099-DIV.

For the taxable year ended October 31, 2013, the following percentages of income dividends paid by the Funds qualify for the dividends received deduction available to corporations:

Fund	Dividends Received Deductions
Destination 2010		42.55	%
Destination 2015		40.15
Destination 2020		41.20
Destination 2025		49.71
Destination 2030		56.59
Destination 2035		57.80
Destination 2040		59.03
Destination 2045		61.86
Destination 2050		59.60
Destination 2055		59.46
Retirement Income		31.34

The Funds designate the following amounts, or the maximum amount allowable under the Internal Revenue Code, as long term capital gain distributions qualifying for the maximum 20% income tax rate for individuals:

Fund	Amount
Destination 2010	$	781,377
Destination 2015		4,190,131
Destination 2020		6,574,957
Destination 2025		6,367,729
Destination 2030		7,866,780
Destination 2035		3,980,974
Destination 2040		2,725,708
Destination 2045		1,268,665
Destination 2050		2,456,525
Destination 2055		25,025
Retirement Income		150,358

183

Supplemental Information (Continued)

October 31, 2013 (Unaudited)

Certain Funds have derived net income from sources within foreign countries. As of October 31, 2013, the foreign source income for each Fund was as follows:

Fund	Amount		Per Share
Destination 2010	$	120,817	$	0.0337
Destination 2015		732,510		0.0446
Destination 2020		1,345,192		0.0562
Destination 2025		1,489,574		0.0633
Destination 2030		1,634,510		0.0673
Destination 2035		1,112,508		0.0724
Destination 2040		957,166		0.0762
Destination 2045		544,810		0.0730
Destination 2050		552,683		0.0741
Destination 2055		65,468		0.0709
Retirement Income		27,459		0.0098

Certain Funds intend to elect to pass through to shareholders the income tax credit for taxes paid to foreign countries. As of October 31, 2013, the foreign tax credit for each Fund was as follows:

Fund	Amount		Per Share
Destination 2010	$	4,004	$	0.0011
Destination 2015		24,274		0.0015
Destination 2020		44,577		0.0019
Destination 2025		49,360		0.0021
Destination 2030		54,158		0.0022
Destination 2035		36,859		0.0024
Destination 2040		31,713		0.0025
Destination 2045		18,047		0.0024
Destination 2050		18,309		0.0025
Destination 2055		2,166		0.0023
Retirement Income		908		0.0003

184

Management Information

October 31, 2013

Trustees and Officers of the Trust

The address for each Trustee is: c/o Nationwide Funds Group, 1000 Continental Drive, Suite 400, King of Prussia, PA 19406.

Name and Year of Birth	Position(s) Held with the Trust and Length of Time Served1,2	Principal Occupation(s) During Past Five Years (or longer)3	Number of Portfolios in the Nationwide Fund Complex Overseen by Trustee		Other Directorships Held by Trustee During Past Five Years4
Charles E. Allen 1948	Trustee since July 2000	Mr. Allen was Chairman, Chief Executive Officer and President of Graimark Realty Advisors, Inc. (real estate development, investment and asset management) from its founding in 1987 to 2012.		112	None
Paula H.J. Cholmondeley 1947	Trustee since July 2000	Ms. Cholmondeley focuses full time on corporate governance. She sits on public company boards and is also on the faculty of the National Association of Corporate Directors. She has served as a Chief Executive Officer of Sorrel Group (management consulting company) since January 2004. From April 2000 through December 2003, Ms. Cholmondeley was Vice President and General Manager of Sappi Fine Paper North America.		112	Director of Dentsply International, Inc. (dental products) from 2002 to present, Ultralife Batteries, Inc. from 2004 to 2010, Albany International Corp. (paper industry) from 2005 to 2013, Terex Corporation (construction equipment) from 2004 to present, and Minerals Technology, Inc. (specialty chemicals) from 2005 to present.
Phyllis Kay Dryden 1947	Trustee since December 2004	Ms. Dryden became CEO and President of Energy Dispute Solutions, LLC in January 2013, leading a company providing strategy consulting, arbitration and mediation services. She has been a management consultant since 1996, first as a partner of Mitchell Madison Group, then as a managing partner and head of west coast business development for marchFIRST, returning to Mitchell Madison Group in 2003 as an associated partner until January 2010 and thereafter as an independent strategy consultant through December 2012. Ms. Dryden was VP and General Counsel of Lucasfilm, Ltd. from 1981 to 1984, SVP and General Counsel of Charles Schwab and Co., Inc. from 1984 to 1992, and EVP and General Counsel of Del Monte Foods from 1992 to 1995.		112	None

185

Management Information (Continued)

October 31, 2013

The address for each Trustee is: c/o Nationwide Funds Group, 1000 Continental Drive, Suite 400, King of Prussia, PA 19406.

Name and Year of Birth	Position(s) Held with the Trust and Length of Time Served1,2	Principal Occupation(s) During Past Five Years (or longer)3	Number of Portfolios in the Nationwide Fund Complex Overseen by Trustee		Other Directorships Held by Trustee During Past Five Years4
Barbara L. Hennigar 1935	Trustee since July 2000	Ms. Hennigar was Executive Vice President of Oppenheimer Funds (an asset management company) from October 1992 until June 2000; Chairman of Oppenheimer Funds Services from October 1999 until June 2000; and President and CEO of Oppenheimer Funds Services from June 1992 until October 1999. She was previously Board Chair of a non-profit independent school, and is currently an independent trustee and endowment chair of St. Mary’s Academy, an independent school in Denver, CO.		112	None
Barbara I. Jacobs 1950	Trustee since December 2004	Ms. Jacobs served as Chairman of the Board of Directors of KICAP Network Fund, a European (United Kingdom) hedge fund, from January 2001 through January 2006. From 1988 through 2003, Ms. Jacobs was also a Managing Director and European Portfolio Manager of CREF Investments (Teachers Insurance and Annuity Association-College Retirement Equities Fund).		112	None
Keith F. Karlawish 1964	Trustee since March 2012	Mr. Karlawish has been a partner of Park Ridge Asset Management, LLC since December 2008, at which he also serves 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.		112	Trustee of the BB&T Mutual Funds and BB&T Variable Insurance Funds from June 2006 until December 2008.
Carol A. Kosel 1963	Trustee since March 2013	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.		112	Trustee of Sun Capital Advisers Trust from April 2011 to December 2012 and Trustee of Evergreen Funds from January 2008 to July 2010.
Douglas F. Kridler 1955	Trustee since September 1997	Mr. Kridler is the President and Chief Executive Officer of The Columbus Foundation, a $1.5 billion community foundation with 2,000 funds in 55 Ohio counties and 37 states in the U.S.		112	None

186

Management Information (Continued)

October 31, 2013

The address for each Trustee is: c/o Nationwide Funds Group, 1000 Continental Drive, Suite 400, King of Prussia, PA 19406.

Name and Year of Birth	Position(s) Held with the Trust and Length of Time Served1,2	Principal Occupation(s) During Past Five Years (or longer)3	Number of Portfolios in the Nationwide Fund Complex Overseen by Trustee		Other Directorships Held by Trustee During Past Five Years4
David C. Wetmore 1948	Trustee since 1995 and Chairman since February 2005	Mr. Wetmore was a Managing Director of Updata Capital, Inc. (a technology-oriented investment banking and venture capital firm) from 1995 through 2000. Prior to 1995, Mr. Wetmore served as the Chief Operating Officer, Chief Executive Officer and Chairman of the Board of several publicly-held software and services companies, and as the managing partner of a “big 8” public accounting firm.		112	None

¹  Length of time served includes time served with predecessor of the Trust.

² Each Trustee holds office for the lifetime of the Trust or until such Trustee’s earlier death, resignation, removal, retirement or inability otherwise to serve, or the election and qualification of his or her successor.

³  Unless otherwise noted, the information presented is the principal occupation of the Trustee during the past five years.

⁴  Directorships held in (i) any other investment companies registered under the 1940 Act, (ii) 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 (iii) any company subject to the requirements of Section 15(d) of the Exchange Act.

187

Management Information (Continued)

October 31, 2013

The address for each Officer is: c/o Nationwide Funds Group, 1000 Continental Drive, Suite 400, King of Prussia, PA 19406.

Name and Year of Birth	Position(s) Held with Fund and Length of Time Served1	Principal Occupation(s) During Past Five Years2
Michael S. Spangler 1966	President and Chief Executive Officer since June 2008	Mr. Spangler is President and Chief Executive Officer of Nationwide Funds Group, which includes NFA3, Nationwide Fund Management LLC3 and Nationwide Fund Distributors LLC3, and is a Senior Vice President of NFS3. From May 2004 through May 2008, Mr. Spangler was Managing Director, Head of Americas Retail and Intermediary Product Management for Morgan Stanley Investment Management.
Stephen T. Grugeon 1950	Executive Vice President and Chief Operating Officer since June 2008	Mr. Grugeon has been Executive Vice President and Chief Operating Officer of Nationwide Funds Group since May 20073. From February 2008 through June 2008, he also served as the acting President and Chief Executive Officer of the Trust and of Nationwide Funds Group. From December 2006 until January 2008, he was Executive Vice President of NWD Investments3.
Joseph Finelli 1957	Treasurer since September 2007	Mr. Finelli is the Principal Financial Officer and Senior Vice President for Nationwide Funds Group3. From July 2001 until September 2007, he was Assistant Treasurer and Vice President of Investment Accounting and Operations of NWD Investments3.
Brian Hirsch 1956	Chief Compliance Officer since January 2012	Mr. Hirsch is Vice President of NFA and Chief Compliance Officer of NFA and the Trust. From January 2003 through January 2012, Mr. Hirsch was the Senior Vice President for Compliance and Fund Administration at IFS Financial Services, Inc., a subsidiary of the Western Southern Financial Group.
Eric E. Miller 1953	Secretary since December 2002	Mr. Miller is Senior Vice President, General Counsel, and Assistant Secretary for Nationwide Funds Group and NWD Investments3.
Doff Meyer 1950	Vice President and Chief Marketing Officer since January 2008	Ms. Meyer is Senior Vice President and Chief Marketing Officer of Nationwide Funds Group (since August 2007)3. From September 2004 until August 2007, Ms. Meyer was Director of Finance and Marketing, Principal of Piedmont Real Estate Associates LLC.

¹  Length of time served includes time served with the Trust’s predecessors.

²  Unless otherwise noted, the information presented is the principal occupation of the Officer during the past five years.

³  These positions are held with an affiliated person or principal underwriter of the Funds.

Additional information regarding the Trustees and Officers may be found in the Trust’s Statement of Additional Information, which is available without charge upon request, by calling 800-848-0920.

Federal law requires the Trust and each of its investment advisers and subadvisers to adopt procedures for voting proxies (“Proxy Voting Guidelines”) and to provide a summary of those Proxy Voting Guidelines used to vote the securities held by the Fund. The Fund’s proxy voting policies and procedures are available without charge (i) upon request, by calling 800-848-0920, (ii) on the Trust’s website at nationwide.com/mutualfunds, and (iii) on the Securities and Exchange Commission’s website at www.sec.gov.

188

Market Index Definitions

Barclays Emerging Markets USD Aggregate Bond Index: An unmanaged index comprising fixed-rate and floating-rate U.S. dollar-denominated bonds from sovereign, quasi-sovereign and corporate emerging market issuers; the countries considered to be emerging markets are determined by annual review using rules-based classifications from the World Bank income group and the International Monetary Fund (IMF).

Barclays Global Aggregate Bond Index: An unmanaged index of fixed-rate, publicly issued, taxable bond market issues with a remaining maturity of at least one year; a broad-based measurement of the performance of the global investment-grade fixed-income markets.

Barclays Long U.S. Treasury Index: An unmanaged index that measures the performance of all investment-grade, publicly issued U.S. Treasury securities with a remaining maturity of 10 years or more and $250 million or more in outstanding face value.

Barclays Municipal Bond Index: An unmanaged, market value-weighted index of investment-grade municipal bonds with a minimum credit rating of Baa and maturities of one year or more; serves as a broad market performance index for the tax-exempt bond market.

Barclays U.S. 1-3 Year Government/Credit Bond Index: An unmanaged index of U.S. dollar-denominated, investment-grade, fixed-rate, publicly issued, taxable bond market issues (including Treasury, government and corporate securities) with a remaining maturity of one to three years.

Barclays U.S. 10-20 Year Treasury Bond Index: An unmanaged index that measures the performance of U.S. Treasury securities with a remaining maturity of 10 to 20 years.

Barclays U.S. Aggregate Bond Index: An unmanaged, market value-weighted index of investment-grade, fixed-rate debt issues (including government, corporate, asset-backed, and mortgage-backed securities with maturities of one year or more) that is generally representative of the bond market as a whole.

Barclays U.S. Corporate High Yield Index: An unmanaged index that reflects the performance of fixed-rate, non-investment-grade, U.S. dollar-denominated taxable corporate bonds with at least $150 million par value outstanding, a maximum credit rating of Ba1 and a maturity of one year or more; gives a broad look at how high-yield (“junk”) bonds have performed.

Barclays U.S. Credit Index: An unmanaged, market value-weighted index that measures the performance of investment-grade, fixed-rate, publicly issued U.S. corporates and non-corporates, including foreign agencies, sovereigns, supranationals and foreign local government issues, with at least $250 million par value outstanding and a maturity of one year or more.

Barclays U.S. Treasury Inflation-Protected Securities (TIPS) Index^SM: An unmanaged, market capitalization-weighted index that measures the performance of all U.S. dollar-denominated, investment-grade, fixed-rate, publicly issued U.S. TIPS with a remaining maturity of at least one year and $250 million or more in outstanding face value.

BofA Merrill Lynch (BofAML) 1-Year Treasury Bill (T-Bill) Index: An unmanaged index that measures the returns of 12-month Treasury bills. Comprises a single issue purchased at the beginning of a month and held for the full month. At the end of that month, that issue is sold and rolled into a newly selected issue. The issue selected at each month-end rebalancing is the outstanding T-Bill with the longest maturity.

BofA Merrill Lynch (BofAML) 6-Month Treasury Bill (T-Bill) Index: An unmanaged index that measures the returns of six-month Treasury bills. Comprises a single issue purchased at the beginning of a month and held for the full month. At the end of that month, that issue is sold and rolled into a newly selected

189

Market Index Definitions (con’t.)

issue. The issue selected at each month-end rebalancing is the outstanding T-Bill that matures closest to, but not beyond, six months from the rebalancing date.

BofA Merrill Lynch (BofAML) AAA U.S. Treasury/Agency Master Index: An unmanaged index that gives a broad look at how fixed-rate U.S. government bonds with a remaining maturity of at least one year have performed.

BofA Merrill Lynch (BofAML) U.S. High Yield Cash Pay Constrained Index: An unmanaged, market value-weighted index that measures the performance of U.S. dollar-denominated, below-investment-grade, fixed-rate, publicly issued, non-convertible, coupon-bearing corporate debt with a remaining maturity of at least one year. Each issue represented must have an outstanding par value of at least $50 million, must be less than BBB/Baa3-rated but not in default, and is restricted to a maximum of 2% of the total index.

Citigroup 3-Month Treasury Bill (T-Bill) Index: An unmanaged index that is generally representative of 3-month Treasury bills; consists of an average of the last 3-month Treasury bill issues (excluding the current month-end bill).

Consumer Price Index (CPI): Calculated by the U.S. Department of Labor’s Bureau of Labor Statistics, the CPI represents changes in prices of a basket of goods and services purchased for consumption by urban households.

Dow Jones Industrial Average (DJIA): A market indicator consisting of a price-weighted average of 30 blue chip stocks actively traded on the New York Stock Exchange (NYSE) and the National Association of Securities Dealers Automated Quotations (NASDAQ) system; invented by Charles Dow in 1896, the DJIA represents 15% to 20% of the value of NYSE stocks.

iMoneyNet Prime Retail Index: An unmanaged index that is an average of non-government retail money market mutual funds. Portfolio holdings of prime money market mutual funds include U.S. Treasury, U.S. other, repurchase agreements, time deposits, domestic and foreign bank obligations, commercial paper, floating-rate notes and asset-backed commercial paper.

KOSPI 200 Index: An unmanaged index that is a subset of the Korea Composite Stock Price Index; measures the performance of the stocks of the 200 largest publicly traded companies on the Korea Stock Exchange.

Lipper Analytical Services, Inc. (Lipper) is an industry research firm whose rankings are based on total return performance and do not reflect the effect of sales charges. Each fund is ranked within a universe of funds similar in investment objective as determined by Lipper.

Morningstar® (Mstar) Lifetime Allocation Indexes: A series of 13 unmanaged, multi-asset-class indexes designed to benchmark target-date investment products. Each index is available in three risk profiles: aggressive, moderate and conservative. The index asset allocations adjust over time, reducing equity exposure and shifting toward traditional income-producing investments. The strategic asset allocation of the indexes is based on Ibbotson Associates’ Lifetime Asset Allocation methodology.

MSCI ACWI ex USA Index: An unmanaged, market capitalization-weighted index that is designed to measure the performance of the stocks in the global developed and emerging markets, excluding U.S.-based companies.

MSCI All Country World Index^SM : An unmanaged, free float-adjusted, market capitalization-weighted index that is designed to measure the performance of the stocks in the global developed and emerging markets.

190

Market Index Definitions (con’t.)

MSCI EAFE® Index: An unmanaged, free float-adjusted, market capitalization-weighted index that is designed to measure the performance of the stocks in developed markets outside the United States and Canada.

MSCI Emerging Markets (EM) Index: An unmanaged, free float-adjusted market capitalization-weighted index that is designed to measure equity market performance of emerging markets.

MSCI Greece Index: An unmanaged, free float-adjusted, market capitalization-weighted index that is designed to measure the performance of the stocks in Greece.

MSCI World ex USA Index: An unmanaged index that measures the equity market performance of developed-market countries excluding the United States; covers approximately 85% of the free float-adjusted market capitalization in each country, capturing large- and mid-cap representation.

MSCI World Index^SM Free: An unmanaged, free float-adjusted, market capitalization-weighted index that is designed to measure the performance of global developed-market equities. The “Free” suffix denotes an index with a somewhat different history but the same constituents and performance in relation to its counterpart index without the suffix.

Russell 1000® Index: An unmanaged index that measures the performance of the large-capitalization segment of the U.S. equity universe.

Russell 1000® Growth Index: An unmanaged index that measures the performance of the large-capitalization growth segment of the U.S. equity universe; includes those Russell 1000® Index companies with higher price-to-book ratios and higher forecasted growth values.

Russell 1000® Value Index: An unmanaged index that measures the performance of the large-capitalization value segment of the U.S. equity universe; includes those Russell 1000® Index companies with lower price-to-book ratios and lower forecasted growth values.

Russell 2000® Index: An unmanaged index that measures the performance of the small-capitalization segment of the U.S. equity universe.

Russell 2000® Growth Index: An unmanaged index that measures the performance of the large-capitalization growth segment of the U.S. equity universe; includes those Russell 2000^® Index companies with higher price-to-book ratios and higher forecasted growth values.

Russell 2000® Value Index: An unmanaged index that measures the performance of the large-capitalization growth segment of the U.S. equity universe; includes those Russell 2000® Index companies with lower price-to-book ratios and lower forecasted growth values.

Russell 3000® Index: An unmanaged index that measures the performance of the 3,000 largest U.S. companies in the investable U.S. equity universe.

S&P 500® Index: An unmanaged, market capitalization-weighted index of 500 stocks of leading large-cap U.S. companies in leading industries; gives a broad look at the U.S. equities market and those companies’ stock price performance.

S&P MidCap 400® (S&P 400) Index: An unmanaged index that measures the performance of 400 stocks of medium-sized U.S. companies (those with a market capitalization of $1 billion to $4.4 billion).

SET50 Index: An unmanaged index that measures the performance of the stocks of the 50 largest companies trading on the Stock Exchange of Thailand.

191

Glossary

Definitions of some commonly used investment terms

Asset allocation: The process of spreading assets across several different investment styles and asset classes. The purpose is to potentially reduce long-term risk and capture potential profits across various asset classes.

Benchmark index: A broad-based securities index used as a comparison tool to measure the performance of a mutual fund.

Derivative: A contract, security or investment with its value based on the performance of an underlying financial asset, index or economic measure.

Diversification: An investment strategy that seeks to reduce risk in a portfolio so that the positive performance of some investments will neutralize the negative performance of others.

Duration:A measure of how much the price of a bond would change compared to a change in market interest rates, based on the remaining time until a bond’s maturity together with other factors. A bond’s value drops when interest rates rise, and vice versa. Bonds with longer durations have higher risk and volatility.

Emerging market countries:Developing and low- or middle-income countries as identified by the International Finance Corporation or the World Bank. Emerging market countries may be found in regions such as Asia, Latin America, Eastern Europe, the Middle East and Africa.

Equity securities:Securities that represent an ownership interest in the issuer. Common stocks are the most common type of equity securities.

Expense ratio: The percentage of fees paid by a fund to its adviser for management and operational costs. A fund’s expense ratio includes all administrative expenses and 12b-1 fees but excludes sales charges.

Fixed-income securities:Securities, including bonds and other debt securities, that represent an obligation by the issuer to pay a specified rate of interest or dividend at specified times.

Market capitalization: A common way of measuring the size of a company based on the price of its common stock multiplied by the number of outstanding shares.

Quantitative techniques:Mathematical and statistical methods used in the investment process to identify securities of issuers for possible purchase or sale by a mutual fund.

Sector: An industry or market that shares common characteristics. Sectors are used to group investments into categories such as energy, health, technology and utilities.

Yield curve: A plotted graph line showing the interest rates of bonds, at a set point in time, that have equal credit quality but different maturity dates.

192

P.O. Box 701

Milwaukee, WI 53201-0701

nationwide.com/mutualfunds

Investors should carefully consider a fund’s (and, if applicable, each of its underlying funds’) investment objectives, risks, fees, charges and expenses before investing any money. To obtain this and other information on Nationwide Funds, please call 1-800-848-0920 to request a summary prospectus and/or a prospectus, or download a summary prospectus and/or a prospectus at nationwide.com/mutualfunds. Please read it carefully before investing any money.

About Nationwide Funds Group (NFG)

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. NFA is a wholly owned subsidiary of Nationwide Financial Services, Inc. (NFS).

Distributor

Nationwide Funds distributed by Nationwide Fund Distributors LLC (NFD), member FINRA, King of Prussia, Pa. NFD is not an affiliate of any subadviser discussed in this material, except Nationwide Asset Management, LLC.

Nationwide, Nationwide Financial, the Nationwide framemark, Nationwide Funds, Nationwide Funds Group and On Your Side are service marks of Nationwide Mutual Insurance Company.

© 2013 Nationwide Funds Group. All rights reserved.

AR-TD 12/13

Item 2. Code of Ethics.

Disclose whether, as of the end of the period covered by the report, the registrant has adopted a code of ethics that applies to the registrant’s principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, regardless of whether these individuals are employed by the registrant or a third party. If the registrant has not adopted such a code of ethics, explain why it has not done so.

The registrant has adopted a code of ethics that applies to the registrant’s principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. This code of ethics is included as Exhibit 12 (a)(1).

The registrant must briefly describe the nature of any amendment, during the period covered by the report, to a provision of its code of ethics that applies to the registrant’s principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, regardless of whether these individuals are employed by the registrant or a third party, and that relates to any element of the code of ethics definition enumerated in paragraph (b) of this Item. The registrant must file a copy of any such amendment as an exhibit pursuant to Item 11(a)(1), unless the registrant has elected to satisfy paragraph (f) of this Item by posting its code of ethics on its website pursuant to paragraph (f)(2) of this Item, or by undertaking to provide its code of ethics to any person without charge, upon request, pursuant to paragraph (f)(3) of this Item.

If the registrant has, during the period covered by the report, granted a waiver, including an implicit waiver, from a provision of the code of ethics that applies to the registrant’s principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, regardless of whether these individuals are employed by the registrant or a third party, that relates to one or more items set forth in paragraph (b) of this Item, the registrant must briefly describe the nature of the waiver, the name of the person to whom the waiver was granted, and the date of the waiver.

During the period covered by the report, with respect to the registrant’s Code of Ethics that applies to the registrant’s principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, except as may be noted hereinbelow, there have been no amendments to, nor any waivers granted from, a provision that relates to any element of the Code of Ethics definition enumerated in paragraph (b) of this Item 2.

Item 3. Audit Committee Financial Expert.

(a) (1) Disclose that the registrant’s board of directors has determined that the registrant either:

(i) Has at least one audit committee financial expert serving on its audit committee; or

(ii) Does not have an audit committee financial expert serving on its audit committee.

(2) If the registrant provides the disclosure required by paragraph (a)(1)(i) of this Item, it must disclose the name of the audit committee financial expert and whether that person is “independent.” In order to be considered “independent” for purposes of this Item, a member of an audit committee may not, other than in his or her capacity as a member of the audit committee, the board of directors, or any other board committee:

(i) Accept directly or indirectly any consulting, advisory, or other compensatory fee from the issuer; or

(ii) Be an “interested person” of the investment company as defined in Section 2(a)(19) of the Act (15 U.S.C. § 80a-2(a)(19)).

(3) If the registrant provides the disclosure required by paragraph (a)(1)(ii) of this Item, it must explain why it does not have an audit committee financial expert.

2

3(a)(1)	The registrant’s board of trustees has determined that the registrant has at least one audit committee financial expert serving on board’s audit committee.
3(a)(2)	The audit committee financial expert of the registrant’s board of trustees is Paula H.J. Cholmondeley, who, for purposes of this Item 3 of Form N-CSR, is an “independent” trustee of the registrant.

Item 4. Principal Accountant Fees and Services.

(a) Disclose, under the caption Audit Fees, the aggregate fees billed for each of the last two fiscal years for professional services rendered by the principal accountant for the audit of the registrant’s annual financial statements or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for those fiscal years.

(b) Disclose, under the caption Audit-Related Fees, the aggregate fees billed in each of the last two fiscal years for assurance and related services by the principal accountant that are reasonably related to the performance of the audit of the registrant’s financial statements and are not reported under paragraph (a) of this Item. Registrants shall describe the nature of the services comprising the fees disclosed under this category.

(c) Disclose, under the caption Tax Fees, the aggregate fees billed in each of the last two fiscal years for professional services rendered by the principal accountant for tax compliance, tax advice, and tax planning. Registrants shall describe the nature of the services comprising the fees disclosed under this category.

(d) Disclose, under the caption All Other Fees, the aggregate fees billed in each of the last two fiscal years for products and services provided by the principal accountant, other than the services reported in paragraphs (a) through (c) of this Item. Registrants shall describe the nature of the services comprising the fees disclosed under this category.

4(a) through 4(d): The information in the table below is provided for services rendered to the registrant by the registrant’s principal accountant, PricewaterhouseCoopers LLP (“PwC”), for the registrant’s fiscal years ended October 31, 2012, and October 31, 2013.

	2012		2013
Audit Fees	$	509,125	$	709,889
Audit-Related Fees	$	0	$	33,037
Tax Fees	$	158,682	$	346,456
All Other Fees	$	0	$	0
Total	$	667,807	$	1,089,382

The information in the table below is provided with respect to non-audit services that directly relate to the registrant’s operations and financial reporting and that were rendered by PwC to the registrant’s investment adviser, Nationwide Fund Advisors (“NFA”), and any service provider to the registrant controlling, controlled by, or under common control with NFA that provided ongoing services to the registrant (hereinafter referred to collectively as the “Covered Services Provider”), for the registrant’s fiscal years ended October 31, 2012, and October 31, 2013.

	2012		2013
Audit-Related Fees		None		None
Tax Fees		None		None
All Other Fees		None		None
Total		None		None

3

(e) (1) Disclose the audit committee’s pre-approval policies and procedures described in paragraph (c)(7) of Rule 2-01 of Regulation S-X.

(2) Disclose the percentage of services described in each of paragraphs (b) through (d) of this Item that were approved by the audit committee pursuant to paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X.

4(e)(1) Pre-Approval Policies and Procedures. The Audit Committee (the “Committee”) of the registrant is responsible for pre-approving (i) all audit and permissible non-audit services to be provided by the independent auditors to the registrant and (ii) all permissible non-audit services to be provided by the independent auditors to NFA and any Covered Services Provider if the engagement relates directly to the operations and financial reporting of the registrant. The Committee may delegate the Committee’s responsibility to pre-approve any such audit and permissible non-audit services to the Chairperson of the Committee, and the Chairperson shall report to the Committee, at the Committee’s next regularly-scheduled meeting after the Chairperson’s pre-approval of such services, his or her decision(s).

The Committee also may establish detailed pre-approval policies and procedures for pre-approval of these services in accordance with applicable laws, including the delegation of some or all of the Committee’s pre-approval responsibilities to other persons (other than NFA or the registrant’s officers). Pre-approval by the Committee of any permissible non-audit services shall not be required so long as: (i) the aggregate amount of all said permissible non-audit services provided to the registrant, NFA, and any Covered Services Provider constitutes not more than five percent (5%) of the total amount of revenues paid by the registrant to the registrant’s independent auditors during the fiscal year in which the permissible non-audit services are provided; (ii) the permissible non-audit services were not recognized by the registrant at the time of the engagement to be non-audit services; and (iii) these services are promptly brought to the attention of the Committee and approved by the Committee (or the Committee’s delegate(s)) prior to the completion of the audit.

4(e)(2) The information in the table below sets forth the percentages of fees for services (other than audit, review, or attest services) rendered by PwC to the registrant for which the pre-approval requirement was waived pursuant to Rule 2-01(c)(7)(i)(C) of Regulation S-X, for the registrant’s fiscal-years ended October 31, 2012, and October 31, 2013:

	2012		2013
Audit-Related Fees		None		None
Tax Fees (1)		None		None
All Other Fees		None		None
Total		None		None

The information in the table below sets forth the percentages of fees for services (other than audit, review, or attest services) rendered by PwC to NFA and any Covered Services Provider required to be approved pursuant to Rule 2-01(c)(7)(ii) of Regulation S-X, for the registrant’s fiscal-years ended October 31, 2012, and October 31, 2013:

	2012		2013
Audit-Related Fees		N/A		N/A
Tax Fees		N/A		N/A
All Other Fees		N/A		N/A
Total		N/A		N/A

(f) If greater than 50 percent, disclose the percentage of hours expended on the principal accountant’s engagement to audit the registrant’s financial statements for the most recent fiscal year that were attributed to work performed by persons other than the principal accountant’s full-time, permanent employees.

4

4(f) Not Applicable: The percentage of hours expended to audit the registrant’s financial statements for the fiscal-year ended October 31, 2013, that were attributed to work performed by persons other than PwC’s full-time, permanent employees was not over fifty percent (50%).

(g) Disclose the aggregate non-audit fees billed by the registrant’s accountant for services rendered to the registrant, and rendered to the registrant’s investment adviser (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser), and any entity controlling, controlled by, or under common control with the adviser that provides ongoing services to the registrant for each of the last two fiscal years of the registrant.

4(g) The aggregate fees billed by PwC for non-audit services rendered to the registrant and service affiliates for the fiscal-years ended October 31, 2012, and October 31, 2013, were $0 and $0, respectively.

(h) Disclose whether the registrant’s audit committee of the board of directors has considered whether the provision of nonaudit services that were rendered to the registrant’s investment adviser (not including any subadviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser), and any entity controlling, controlled by, or under common control with the investment adviser that provides ongoing services to the registrant that were not pre-approved pursuant to paragraph (c)(7)(ii) of Rule 2-01 of Regulation S-X is compatible with maintaining the principal accountant’s independence.

4(h) The registrant’s Audit Committee has considered whether the provision by PwC of non-audit services to NFA and Covered Services Providers, that were not pre-approved pursuant to Rule 2-01(c)(7)(ii) of Regulation S-X because these services did not directly relate to the registrant’s operations and financial reporting, is compatible with maintaining PwC’s independence.

Item 5. Audit Committee of Listed Registrants.

(a) If the registrant is a listed issuer as defined in Rule 10A-3 under the Exchange Act (17 C.F.R. § 240.10A-3), state whether or not the registrant has a separately-designated standing audit committee established in accordance with Section 3(a)(58)(A) of the Exchange Act (15 U.S.C. § 78c(a)(58)(A)). If the registrant has such a committee, however designated, identify each committee member. If the entire board of directors is acting as the registrant’s audit committee as specified in Section 3(a)(58)(B) of the Exchange Act (15 U.S.C. § 78c(a)(58)(B)), so state.

Not Applicable: The registrant is not a listed issuer as defined in Rule 10A-3 under the Exchange Act.

(b) If applicable, provide the disclosure required by Rule 10A-3(d) under the Exchange Act (17 C.F.R. §240.10A-3(d)) regarding an exemption from the listing standards for all audit committees.

Not Applicable: The registrant is not a listed issuer as defined in Rule 10A-3 under the Exchange Act.

Item 6. Investments.

(a) File Schedule I – Investments in securities of unaffiliated issuers as of the close of the reporting period as set forth in § 210.1212 of the Regulation S-X [17 C.F.R. § 210.12-12], unless the schedule is included as part of the report to shareholders filed under Item 1 of this Form.

Instruction of paragraph (a)

Schedule I—Investments In Securities of unaffiliated issuers filed under this Item must be audited, except that in the case of a report on this Form N-CSR as of the end of a fiscal half-year Schedule I – Investments in securities of unaffiliated issuers need not be audited.

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(b) If the registrant has divested itself of securities in accordance with Section 13(c) of the Investment Company Act of 1940 following the filing of its last report on Form N-CSR and before filing of the current report, disclosed the following information for each such divested security:

(1) Name of the issuer;

(2) Exchange ticker symbol;

(3) Committee on Uniform Securities Identification Procedures (“CUSIP’) number;

(4) Total number of shares or, for debt securities, principal amount divested;

(5) Date(s) that the securities were divested;

(6) If the registrant holds any securities of the issuer on the date of filing, the exchange ticker symbol; CUSIP number; and the total number of shares or, for debt securities, principal amount held on the date of filing; and

(7) Name of the statute that added the provision of Section 13(c) in accordance with which the securities were divested. This Item 6(b) shall terminate one year after the first date on which all statutory provisions that underlie Section 13(c) of the Investment Company Act of 1940 have terminated.

The Registrant made no divestments of securities in accordance with Section 13(c) of the Investment Company Act of 1940.

Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.

A closed-end management investment company that is filing an annual report on this Form N-CSR must, unless it invests exclusively in non-voting securities, describe the policies and procedures that it uses to determine how to vote proxies relating to portfolio securities, including the procedures that the company uses when a vote presents a conflict between the interests of its shareholders, on the one hand, and those of the company’s investment adviser; principal underwriter; or any affiliated person (as defined in Section 2(a)(3) of the Investment Company Act of 1940 (15 U.S.C. § 80a-2(a)(3)) and the rules there under) of the company, its investment adviser, or its principal underwriter, on the other. Include any policies and procedures of the company’s investment adviser, or any other third party, that the company uses, or that are used on the company’s behalf, to determine how to vote proxies relating to portfolio securities.

Not Applicable. The registrant is an open-end management investment company, not a closed-end management investment company.

Item 8. Portfolio Managers of Closed-End Management Investment Companies.

If the registrant is a closed-end management investment company that is filing an annual report on this Form N-CSR, provide the information specified in paragraphs (a) and (b) of this Item with respect to portfolio managers.

Not Applicable. The registrant is an open-end management investment company, not a closed-end management investment company.

Item 9. Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers.

If the registrant is a closed-end management investment company, provide the information specified in paragraph (b) of this Item with respect to any purchase made by or on behalf of the registrant or any “affiliated purchaser,” as defined in Rule 10b-18(a)(3) under the Exchange Act (17 C.F.R. § 240.10b-18(a)(3)), of shares or other units of any class of the registrant’s equity securities that is registered by the registrant pursuant to Section 12 of the Exchange Act (15 U.S.C. § 781).

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Not Applicable. The registrant is an open-end management investment company, not a closed-end management investment company.

Item 10. Submission of Matters to a Vote of Security Holders.

Describe any material changes to the procedures by which shareholders may recommend nominees to the registrant’s board of directors, where those changes were implemented after the registrant last provided disclosure in response to the requirements of Item 7(d)(2)(ii)(G) of Schedule 14A (17 C.F.R. § 240.14a-101), or this Item.

The Independent Trustees and the Board of Trustees of the registrant adopted a formal, written “Policy Regarding Shareholder Submission of Trustee Candidates,” as well as a formal, written “Statement of Policy On Criteria For Selecting Trustees,” on June 9, 2005, and June 10, 2005, respectively. Neither this policy nor this statement of policy has been materially changed since the Board of Trustees adoption of the policy and the statement of policy, respectively. The Nominating and Fund Governance Committee of the Board of Trustees (the “NFGC”) and the Board of Trustees, however, on November 11, 2005, and January 12, 2006, respectively, approved amendments to this policy; these amendments to the policy, though, concern the criteria for selecting candidates for Trustees and the characteristics expected of candidates for Trustees, as set forth in the Exhibit A, “Statement of Policy On Criteria For Selecting Trustees,” to the policy and, arguably, may not be deemed to be material changes to the policy.

{NOTE – THIS IS REQUIRED BEGINNING WITH THE FIRST REPORTING PERIOD ENDING AFTER JANUARY 1, 2004. For purposes of this Item, adoption of procedures by which shareholders may recommend nominees to the registrant’s board of directors, where the registrant’s most recent proxy disclosure (in response to the requirements of Item 7(d)(2)(ii)(G) of Schedule 14A (17 CFR § 240.14a-101)), or this Item, indicated that the registrant did not have in place such procedures, will constitute a material change.}

Item 11. Controls and Procedures.

(a) Disclose the conclusions of the registrant’s principal executive and principal financial officers, or persons performing similar functions, regarding the effectiveness of the registrant’s disclosure controls and procedures (as defined in Rule 30a-3(c) under the Act (17 C.F.R. § 270.30a-3(c))) as of a date within 90 days of the filing date of the report that includes the disclosure required by this paragraph, based on the evaluation of these controls and procedures required by Rule 30a-3(b) under the Act (17 C.F.R. § 270.30a-3(b)) and Rules 13a-15(b) or 15d-15(b) under the Exchange Act (17 C.F.R. § 240.13a-15(b) or § 240.15d-15(b)).

The registrant’s principal executive officer and principal financial officer have concluded, based on their evaluation of the registrant’s disclosure controls and procedures as conducted within ninety (90) days of the filing date of this report, that these disclosure controls and procedures, as most-recently amended effective as of December 11, 2013, are adequately designed and are operating effectively to ensure that information required to be disclosed by the registrant on Form N-CSR is: (i) accumulated and communicated to the investment company’s management, including the investment company’s certifying officers, to allow timely decisions regarding required disclosure; and (ii) recorded, processed, summarized, and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms.

(b) Disclose any change in the registrant’s internal control over financial reporting (as defined in Rule 30a-3(d) under the Act (17 C.F.R. § 270.30a-3(d)) that occurred during the second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.

There were no changes in the registrant’s internal control over financial reporting that occurred during the registrant’s second fiscal half year covered by this report that have materially affected or are reasonably likely to materially affect, the registrant’s internal control over financial reporting.

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Item 12. Exhibits.

(a) File the exhibits listed below as part of this Form. Letter or number the exhibits in the sequence indicated.

(a)(1) Any code of ethics, or amendment thereto, that is the subject of the disclosure required by Item 2, to the extent that the registrant intends to satisfy the Item 2 requirements through filing of an exhibit.

The code of ethics that is the subject of the disclosure required by Item 2 is attached hereto.

(a)(2) A separate certification for each principal executive officer and principal financial officer of the registrant as required by Rule 30a-2(a) under the Act (17 C.F.R. § 270.30a-2).

Certifications pursuant to Rule 30a-2(a) are attached hereto.

(a)(3) Any written solicitation to purchase securities under Rule 23c-1 under the Act (17 C.F.R. § 270.23c-1) sent or given during the period covered by the report by or on behalf of the registrant to 10 or more persons.

Not Applicable.

(b) If the report is filed under Section 13(a) or 15(d) of the Exchange Act, provide the certifications required by Rule 30a-2(b) under the Act as an exhibit. A certification furnished pursuant to this paragraph will not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section. Such certification will not be deemed to be incorporated by reference into any filing under the Securities Act of 1933 or the Exchange Act, except to the extent that the registrant incorporates it by reference.

Certifications pursuant to Rule 30a-2(b) are furnished herewith.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

(Registrant)	NATIONWIDE MUTUAL FUNDS
By (Signature and Title)*	/s/ Joseph A. Finelli
	Name:   Joseph A. Finelli
	Title:     Principal Financial Officer
	Date:     December 27, 2013

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

By (Signature and Title)*	/s/ Michael S. Spangler
	Name:   Michael S. Spangler
	Title:     Principal Executive Officer
	Date:     December 27, 2013
By (Signature and Title)*	/s/ Joseph A. Finelli
	Name:   Joseph A. Finelli
	Title:     Principal Financial Officer
	Date:     December 27, 2013

* Print the name and title of each signing officer under his or her signature.

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EX-99.CODE

NATIONWIDE MUTUAL FUNDS

&

NATIONWIDE VARIABLE INSURANCE TRUST

CODE OF ETHICS

FOR

PRINCIPAL EXECUTIVE AND FINANCIAL OFFICERS

(As Amended and Restated As of May 1, 2007;

As Most-Recently Revised As of June 15, 2011)

I. Introduction

Section 406 of the Sarbanes-Oxley Act of 2002. The Board of Trustees of each of Nationwide Mutual Funds (“NMF”) and Nationwide Variable Insurance Trust (“NVIT”) (NMF and NVIT hereinafter referred to collectively as the “Company”) has adopted this code of ethics (this “Code”) to comply with Item 2 of Form N-CSR,¹ which implements Section 406 of the Sarbanes-Oxley Act of 2002 (the “2002 Act”). Section 406 of the 2002 Act requires disclosure by management investment companies that are registered with the Securities and Exchange Commission (the “SEC”) under the Investment Company Act of 1940, as amended (the “1940 Act”), concerning a code of ethics for principal executive and financial officers of these investment companies.

Covered Persons Under the Code. This Code of the Company is applicable to the Company’s chief executive officer (the “CEO”) and the Company’s senior financial officers (e.g., the Company’s treasurer and assistant treasurers) (said CEO and senior financial officers hereinafter referred to collectively as the “Covered Officers”). See Exhibit A to this Code.

¹  Item 2 of Form N-CSR requires a registered management investment company to disclose annually whether, as of the end of the period covered by the report, that company has adopted a code of ethics that applies to the registrant’s principal executive officer, principal financial officer, principal accounting officer, or controller, or persons performing similar functions. If the registrant has not adopted such a code of ethics, the registrant must explain why the registrant has not done so. Under Item 2, the registrant also must: (1) file with the Securities and Exchange Commission a copy of the code as an exhibit to the registrant’s annual report; (2) post the text of the code on the registrant’s Internet website and disclose, in the registrant’s annual report, the registrant’s Internet address, and the fact that the registrant has posted the code on the registrant’s Internet website; or (3) undertake in the registrant’s most recently filed semi-annual report on Form N-CSR to provide to any person without charge, upon request, a copy of the code and explain the manner in which this request may be made. Disclosure also is required of amendments to, or waivers (including implicit waivers) from, a provision of the code in the registrant’s annual report on Form N-CSR or on the registrant’s website. If the registrant intends to satisfy the disclosure requirement by posting this information on the registrant’s website, the registrant will be required to disclose the registrant’s Internet address and this intention. Investment companies must make the disclosure discussed in this footnote regardless of whether these officers are employed by the registrant or a third party.

This Code is intended to promote:

• honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;

• full, fair, accurate, timely, and understandable disclosure in reports and documents that the Company files with, or submits to, the SEC and in other public communications made by the Company;

• compliance with applicable governmental laws, rules and regulations;

• the prompt internal reporting to an appropriate person or persons identified in the Code of violations of the Code; and

• accountability for adherence to the Code.

Designated Persons Under the Code. As set forth in greater detail below, the Covered Officers shall report to either: (i) one of the officers of the Company set forth in Exhibit B (each hereinafter referred to as a “Nationwide Designated Person”); and/or (ii) a member of the Audit Committee of the Board of Trustees of the Company (each hereinafter referred to as an “Audit Committee Designated Person”) (the “Nationwide Designated Person” and the “Audit Committee Designated Person” hereinafter referred to collectively as the “Designated Persons,” and singly as the “Designated Person,” as appropriate). See Exhibit B to this Code.

Roles and Responsibilities of the Designated Persons and the Independent Trustees. As discussed in greater detail below, given the seniority of the Covered Officers:

i. the Nationwide Designated Person shall be responsible for conducting investigations of potential violations of the Code by Covered Officers (other than the CEO of the Company) brought to the attention of the Nationwide Designated Person, and:

a. with respect to such conduct or activity, shall be responsible for making a preliminary determination whether or not such conduct or activity will violate or has violated this Code;

b. shall be responsible for making a preliminary determination whether or not to grant a waiver² to the Covered Officer for such conduct or activity or, in the case if past conduct or activity, whether or not to sanction the Covered Officer for such activity;

²  Item 2 of Form N-CSR defines “waiver” as “the approval by the registrant of a material departure from a provision of the code of ethics” and “implicit waiver,” which also must be disclosed in the Form N-CSR, as “the registrant’s failure to take action within a reasonable period of time regarding a material departure from a provision of the code of ethics that has been made known to an executive officer” of the registrant. See also Rule 3b-7 under the Securities Exchange At of 1934, as amended (17 C.F.R. § 240.3b-7).

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ii. the Nationwide Designated Person promptly shall report to the Trustees of the Company who are not “interested persons” of the Company, as that term is defined in Section 2(a)(19) of the 1940 Act (hereinafter, the “Independent Trustees”):

a. his or her preliminary determination whether or not any such conduct or activity has violated or will violate this Code; and

b. his or her preliminary determination whether or not any such conduct or activity should be the subject of a waiver or, in the case of past conduct, a sanction;

iii. the Audit Committee Designated Person shall be responsible for conducting investigations of potential violations of the Code by the CEO of the Company brought to the attention of the Audit Committee Designated Person, and:

a. with respect to such conduct or activity, shall be responsible for making a preliminary determination whether or not such conduct or activity will violate or has violated this Code; and

b. with respect to such conduct or activity, also shall be responsible for making a preliminary determination whether or not to grant a waiver to the CEO for such conduct or activity or, in the case of past conduct or activity, whether or not to sanction the CEO for such conduct or activity;

iv. the Audit Committee Designated Person promptly shall report to the Independent Trustees:

a. his or her preliminary determination whether or not any such conduct or activity has violated or will violate this Code; and

b. his or her preliminary determination whether or not any such conduct or activity should be the subject of a waiver or, in the case of past conduct, a sanction;

v. the Independent Trustees shall be solely responsible for promptly determining whether or not: (a) to accept the preliminary determinations made by the Designated Person with respect to potential violations of the Code; and (b) to grant waivers under this Code — and these determinations of the Independent Trustees shall be final;

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vi. the Independent Trustees further shall be solely responsible for taking all necessary and appropriate disciplinary or preventive action(s) (necessary and appropriate disciplinary or preventive action(s) may include a letter of censure, suspension, dismissal, or, in the event of criminal or other serious violations of law, notification to the SEC and/or appropriate law enforcement authorities) in regard to any existing, actual, or potential violation of this Code by any Covered Officer; and

vii. all determinations made by the Designated Persons and Independent Trustees shall be in writing.

II. Covered Officers Should Act Honestly and Candidly

Each Covered Officer owes a duty to the Company to act with integrity. Integrity requires, among other things, being honest and candid. Deceit and subordination of principle are inconsistent with integrity.

Each Covered Officer must:

• act with integrity, including being honest and candid while still maintaining the confidentiality of information where required by law or the Company’s policies;

• observe applicable governmental laws, rules and regulations, accounting standards, and Company policies;

• adhere to a high standard of business ethics; and

• place the interests of the Company before the Covered Officer’s own personal interests.

All activities of Covered Officers should be guided by and adhere to these standards.

III. Covered Officers Should Handle Ethically Actual and Apparent Conflicts of Interest

General Principle. The 1940 Act is designed, in part, to address inherent conflicts of interest that exist in the management of an investment company’s assets by a third party (i.e., the investment company’s investment adviser). The principles set forth in this section relating to conflicts of interest reflect the fact that investment companies already are subject to prohibitions on certain activities, including self-dealing, and substantial limitations regarding conflicts of interest by the 1940 Act and the SEC rules promulgated thereunder. In light of the existing structural, statutory, and regulatory environment for registered investment companies, a code of ethics broader than necessary to meet the new 2002 Act code of ethics requirement may be unnecessary. This Code, however, is intended to require the Covered Officers to adhere to the general principle that those persons responsible for managing other people’s money should be held to the highest standards of integrity.

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Guiding Principles. A “conflict of interest” occurs when an individual’s private interest interferes with the interests of, or his/her service to, the Company and the shareholders of the Company. A conflict of interest can arise when a Covered Officer has interests that may make it difficult to perform that Covered Officer’s Company work objectively. For example, a conflict of interest would arise if a Covered Officer, or a member of the Covered Officer’s family, receives improper personal benefits as a result of the Covered Officer’s position in the Company. In addition, investment companies also should be sensitive to situations that create apparent conflicts of interest. Service to the Company should never be subordinated to personal gain and advantage.

Certain conflicts of interest covered by this Code arise out of the relationships between Covered Officers and the Company that already are subject to conflict of interest provisions in the 1940 Act. For example, Covered Officers may not individually engage in certain transactions (such as the purchase or sale of securities or other property) with the Company because of the status of Covered Officers as “affiliated persons” of the Company, as that term is defined at Section 2(a)(3) of the 1940 Act. The Company’s compliance programs and procedures are designed to prevent, and identify and correct, violations of these provisions. This Code does not, and is not intended to, repeat or replace these programs and procedures, and these conflicts fall outside of the parameters of this Code.

Although typically not presenting an opportunity for improper personal benefit, conflicts arise from, or as a result of, the contractual relationship between, the Company and the investment adviser(s) of which the Covered Officers also are officers or employees. As a result, this Code recognizes that the Covered Officers, in the normal course of their duties (whether formally for the Company or for the adviser, or for both), shall be involved in establishing policies and implementing decisions which will have different effects on the investment adviser and the Company. The participation of the Covered Officers in these activities is inherent in the contractual relationship between the Company and the investment adviser and is consistent with the performance by the Covered Officers of their duties as officers of the Company. Thus, if these activities are performed by the Covered Officer in conformity with the provisions of the 1940 Act, the activity will be deemed to have been handled ethically. In addition, it is recognized by the Board of Trustees of the Company that the Covered Officers also may be officers or employees of other investment companies advised by the same adviser and, accordingly, the principles of this paragraph shall further apply to the Covered Officers acting in these capacities as well.

Responsibilities of Covered Officers. In accordance with these principles, each Covered Officer must:

• avoid conflicts of interest wherever possible;

• handle any actual or apparent conflict of interest ethically;

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• not use the Covered Officer’s personal influence or personal relationships to influence investment decisions or financial reporting by the Company whereby the Covered Officer would benefit personally to the detriment of the Company;

• not cause the Company to take action, or fail to take action, for the personal benefit of the Covered Officer rather than for the benefit of said Company;

• not use material non-public knowledge of portfolio transactions made or contemplated for the Company to profit or cause others to profit, by the market effect of these transactions;

• as described in more detail below, discuss with the appropriate Designated Person any material transaction or relationship that could reasonably be expected to give rise to a conflict of interest; and

• report at least annually to the Company on the Company’s “Trustees & Officers Questionnaire” any and all material transactions, affiliations, or relationships that could reasonably be expected to give rise to, or be related to, a conflict of interest.

Conflict of Interest Situations: Certain conflict of interest situations that always should be discussed by a Covered Officer with the appropriate Designated Person include the following:

• any outside business activity that detracts from an individual’s ability to devote appropriate time and attention to his or her responsibilities with the Company;

• service as a director on the board of any public or private company;

• the receipt of any non-nominal or non de minimis gifts (i.e., gifts in excess of $500.00) from any company with which the Company has current or prospective business dealings;

• the receipt of any entertainment from any company with which the Company has current or prospective business dealings, unless said entertainment is business related, reasonable in cost (not greater than $500), appropriate as to time and place, and not so frequent as to raise any question of impropriety;

• being in the position of supervising, reviewing, or having any influence on the job evaluation, pay, or benefit of any immediate family member;

• any ownership interest in, or any consulting or employment relationship with, any of the Company’s service providers, other than the Company’s investment adviser or administrator or any of the Company’s other affiliates; and

• a direct or indirect financial interest in commissions, transaction charges, or spreads paid by the Company for effecting portfolio transactions or for selling or redeeming shares other than an interest arising from the Covered Officer’s employment, such as compensation or equity ownership.

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In addition, any activity or relationship that would present a conflict of interest for a Covered Officer also likely would present a conflict for the Covered Officer if a member of the Covered Officer’s family engages in such an activity or has such a relationship.

IV. Disclosure

Each Covered Officer must:

• familiarize himself or herself with the disclosure requirements applicable to the Company as well as with the business and financial operations of the Company;

• not knowingly misrepresent, or cause others to misrepresent, facts about the Company to others, whether within or outside the Company, including, among others, the Company’s auditors, directors, and governmental regulators and self-regulatory organizations;

• each Covered Officer should, to the extent appropriate within his or her area of responsibility, consult with other officers and employees of the Company and the Company’s adviser or sub-adviser and administrator with the goal of promoting full, fair, accurate, timely, and understandable disclosure in the reports and documents the Company files with, or submits to, the SEC and in other public communications made by the company; and

• it is the responsibility of each Covered Person to promote compliance with the standards and restrictions imposed by applicable laws, rules, and regulations.

V. Compliance

It is the Company’s policy to comply with all applicable governmental laws, rules and regulations, including, among others, those laws, rules, and regulations relating to affiliated transactions, accounting, and auditing matters. It is the personal responsibility of each Covered Officer to adhere to the standards and restrictions imposed by these laws, rules, and regulations.

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VI. Accountability, Reporting, and Enforcement Responsibilities Under the Code

Responsibilities of the Covered Officers: Each Covered Officer must:

• upon becoming a Covered Officer, sign and submit to the appropriate Designated Person an acknowledgment stating that the Covered Officer has received, has read, and understands the Code (see Exhibit C to this Code);

• annually thereafter, submit a form to the appropriate Designated Person confirming that the Covered Officer has received, has read, and understands the Code and has complied with the requirements of the Code (see Exhibit D to this Code);

• not retaliate against any employee, Designated Person, Covered Officer, or their affiliated persons ,for reports of potential violations that are made in good faith; and

• notify the appropriate Designated Person promptly if the Covered Officer becomes aware of any existing or potential violation of this Code (failure to notify the appropriate Designated Person under these circumstances is itself a violation of this Code).

General Responsibilities of the Designated Persons: Except as otherwise described herein, the Designated Person: (i) shall be responsible for applying this Code to specific situations in which questions are presented to the Designated Person; and (ii) has the authority to interpret this Code in any particular situation. The Designated Person shall take all actions that the Designated Person considers necessary and appropriate to investigate any existing, actual, or potential violations reported to the Designated Person.

Specific Accountability & Reporting Responsibilities: The Designated Person shall report, in writing, quarterly to the Independent Trustees all determinations with respect to potential violations of the Code, if any, made during the previous quarter.

The Independent Trustees shall report, in writing, quarterly to the full Board of Trustees all actions taken under this Code with respect to the previous quarter.

Authorized Consulting Persons: In addition, a Designated Person, as appropriate, is authorized to consult with the following persons (hereinafter referred to as the “Authorized Consulting Persons”), and is encouraged to do so: (i) any other Designated Person; (ii) the chairperson of the Nominating and Board Governance Committee of the Board of Trustees of the Company; (iii) the Independent Trustees of the Company; (iv) the Board of Trustees of the Company; (v) counsel to the Company; and/or (vi) counsel to the Independent Trustees.

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VII. Other Policies and Procedures

This Code is not adopted under, nor intended to serve as a basis for complying with the requirements of, Rule 17j-1 under the 1940 Act (in regard to the reporting, disclosure, and preclearance of personal securities transactions and personal securities holdings, and to other related matters covered by Rule 17j-1 under the 1940 Act) .

The codes of ethics adopted by the Company, the Company’s investment advisers and principal underwriter pursuant to Rule 17j-1 under the 1940 Act set forth more detailed policies and procedures that are separate requirements which apply to the Covered Officers and other persons, and are not part of this Code.

VIII. Amendments

This Code may not be amended except in written form, and such amendments must be approved by a majority vote of the Company’s Board of Trustees, including a majority of the Independent Trustees.

IX. Confidentiality

All reports and records prepared or maintained pursuant to this Code shall be considered confidential and shall be maintained and protected accordingly. Except as otherwise required by law or this Code, these matters shall not be disclosed to anyone other than Designated Persons and Authorized Consulting Persons.

X. Internal Use

This Code is intended solely for the internal use by the Company and does not constitute an admission, by or on behalf of the Company, as to any fact, circumstance, or legal conclusion.

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EXHIBIT A:

“Covered Officers” Under This Code of Ethics

(As Amended and Restated as of May 1, 2007;

As Most-Recently Revised As of December 16, 2013)

Michael S. Spangler	President & Chief Executive Officer, NMF and NVIT
Joseph A. Finelli	Treasurer & Chief Financial Officer, NMF and NVIT
Jacqueline A. Payton	Assistant Treasurer, NMF and NVIT

EXHIBIT B:

“Designated Persons” Under This Code of Ethics ¹

(As Amended and Restated as of May 1, 2007;

As Most-Recently Revised As of December 16, 2013)

“Nationwide Designated Person”

Each of:

Eric E. Miller Secretary, NMF and NVIT

(Mr. Miller currently also serves as a Senior Vice President and the Chief Counsel for Nationwide Funds Group)

Brian E. Hirsch Chief Compliance Officer, NMF and NVIT

(Mr. Hirsch currently also serves as a Senior Vice President and the Chief Compliance Officer for Nationwide Funds Group)

“Audit Committee Designated Person”

Each member of the Audit Committee

of the Board of Trustees of NMF and NVIT

shall be deemed to be an

“Audit Committee Designated Person.”

¹  The Securities and Exchange Commission has indicated that any Designated Person of the Company “should have sufficient status within the company to engender respect for the code and the authority to adequately deal with the persons subject to the code regardless of their stature in the company.”

EXHIBIT C:

INITIAL CERTIFICATION

NATIONWIDE MUTUAL FUNDS AND

NATIONWIDE VARIABLE INSURANCE TRUST

CODE OF ETHICS FOR SENIOR FINANCIAL OFFICERS

To: Eric E. Miller, Secretary, NMF and NVIT

Brian E. Hirsch, Chief Compliance Officer, NMF and NVIT

1. I hereby acknowledge receipt of the Nationwide Mutual Fund and Nationwide Variable Insurance Trust Code of Ethics for Senior Financial Officers (the “Code”).

2. I have read and understand the Code, and I recognize that I am subject thereto in the capacity of a “Covered Officer.”

3. I shall comply with the requirements of the Code, and shall disclose/report all violations or potential violations of the Code as required thereunder.

4. As of the date indicated below, I am not aware of any violations or potential violations of the Code.

Signature:

Name:

Title:

Date Report Submitted:

EXHIBIT D:

ANNUAL CERTIFICATION

NATIONWIDE MUTUAL FUNDS AND

NATIONWIDE VARIABLE INSURANCE TRUST

CODE OF ETHICS FOR SENIOR FINANCIAL OFFICERS

To: Eric E. Miller, Secretary, NMF and NVIT

Brian E. Hirsch, Chief Compliance Officer, NMF and NVIT

1. I have read and understand the Nationwide Mutual Fund and Nationwide Variable Insurance Trust Code of Ethics for Senior Financial Officers (the “Code”), and I recognize that I am subject thereto in the capacity of a “Covered Officer”.

2. I hereby certify that, during the year ended December 31, 2010, I have complied with the requirements of the Code and have reported all violations or potential violations required to be reported pursuant to the Code.

Signature:

Name:

Title:

Date Report Submitted:

EX-99.CERT

SARBANES-OXLEY ACT SECTION 302 CERTIFICATIONS

I, Michael S. Spangler, certify that:

1. I have reviewed this report on Form N-CSR, for the period ended October 31, 2013, of Nationwide Mutual Funds (the “registrant”);

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report;

4. The registrants other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940, as amended) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940, as amended) for the registrant and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including the registrant’s consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within ninety (90) days prior to the filing date of this report based on such evaluation; and

d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during second quarter of the period covered by the report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize, and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

December 27, 2013	/s/ Michael S. Spangler
Date	Michael S. Spangler
	Principal Executive Officer

2

SARBANES-OXLEY ACT SECTION 302 CERTIFICATIONS

I, Joseph A. Finelli, certify that:

1. I have reviewed this report on Form N-CSR, for the period ended October 31, 2013, of Nationwide Mutual Funds (the “registrant”);

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report;

4. The registrants other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940, as amended) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940, as amended) for the registrant and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including the registrant’s consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within ninety (90) days prior to the filing date of this report based on such evaluation; and

d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize, and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

December 27, 2013	/s/ Joseph A. Finelli
Date	Joseph A. Finelli
	Principal Financial Officer

2

EX-99.906CERT

SARBANES-OXLEY ACT SECTION 906 CERTIFICATIONS

This certification is provided pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. § 1350, and accompanies the report on Form N-CSR, for the period ended October 31, 2013, of Nationwide Mutual Funds (the “Registrant”).

I, Michael S. Spangler, the Principal Executive Officer of the Registrant, certify, to the best of my knowledge, that:

1. the report on Form N-CSR fully complies with the requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. § 78m(a) and § 78o(d)); and

2. the information contained in the report on Form N-CSR fairly presents, in all material respects, the financial condition and results of operations of the Registrant.

December 27, 2013

Date

/s/ Michael S. Spangler

Michael S. Spangler

Principal Executive Officer

Nationwide Mutual Funds

This certification is being furnished solely pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and is not being filed as part of Form N-CSR or as a separate disclosure document. A signed original of this written statement required by Section 906 has been provided to the Registrant and will be retained by the Registrant and furnished to the Securities and Exchange Commission (the “Commission”) or the Commission’s staff upon request.

SARBANES-OXLEY ACT SECTION 906 CERTIFICATIONS

This certification is provided pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. § 1350, and accompanies the report on Form N-CSR, for the period ended October 31, 2013, of Nationwide Mutual Funds (the “Registrant”).

I, Joseph A. Finelli, the Principal Financial Officer of the Registrant, certify, to the best of my knowledge, that:

1. the report on Form N-CSR fully complies with the requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. § 78m(a) and § 78o(d)); and

2. the information contained in the report on Form N-CSR fairly presents, in all material respects, the financial condition and results of operations of the Registrant.

December 27, 2013

Date

/s/ Joseph A. Finelli

Joseph A. Finelli

Principal Financial Officer

Nationwide Mutual Funds

This certification is being furnished solely pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and is not being filed as part of Form N-CSR or as a separate disclosure document. A signed original of this written statement required by Section 906 has been provided to the Registrant and will be retained by the Registrant and furnished to the Securities and Exchange Commission (the “Commission”) or the Commission’s staff upon request.