Nationwide Small Company Growth Fund (NWSAX) N-14 Registration statement for investment companies business combination

EX-16.13.f

FEE WAIVER AGREEMENT

NATIONWIDE FUND

THIS FEE WAIVER AGREEMENT, effective as of  May 1, 2015, by and between NATIONWIDE FUND ADVISORS ("NFA") and NATIONWIDE MUTUAL FUNDS, a Delaware statutory trust (the "Trust"), on behalf of the Nationwide Fund(the "Fund"):

WHEREAS, the Trust is registered under the Investment Company Act of 1940, as amended (the "1940 Act"), as an open-end management company of the series type, and the Fund is a separate series of the Trust; and

WHEREAS, NFA serves as investment adviser to the Trust, including the Fund, pursuant to an investment advisory agreement, dated May 1, 2007, between NFA and the Trust, under which the Trust pays fees to NFA as specified therein ("Advisory Fees");

NOW, THEREFORE, the parties hereto agree as follows:

1.           Fee Waiver Amount:

1.1           NFA agrees to waive an amount of Advisory Fees in respect of the Nationwide Fundequal to 0.045%per annum, calculated monthly based on the Nationwide Fund's average daily net assets.

1.2           NFA acknowledges that it shall not be entitled to collect on, or make a claim for, Advisory Fees waived hereunder at any time in the future.

2.           Term and Termination of Agreement:

2.1           This Agreement shall continue in effect until April 30, 2016.

3.          Miscellaneous:

3.1          Captions.  The captions in this Agreement are included for convenience of reference only and in no other way define or delineate any of the provisions hereof or otherwise affect their construction or effect.

3.2          Interpretation.  Nothing herein contained shall be deemed to require the Trust or a Fund to take any action contrary to the Trust's Agreement and Declaration of Trust or By-Laws, or any applicable statutory or regulatory requirement to which the Trust or a Fund is subject or by which the Trust or a Fund is bound, or to relieve or deprive the Trust's Board of Trustees of the Board's responsibility for and control of the conduct of the affairs of the Trust or the Funds.

IN WITNESS WHEREOF, the parties have caused this Agreement to be signed by their respective officers thereunto duly authorized as of the day and year first above written.

NATIONWIDE MUTAL FUND

By:  /s/ Michael S. Spangler

Name:  Michael S. Spangler 

Title:  President

NATIONWIDE FUND ADVISORS

By:  /s/ Michael S. Spangler

Name:  Michael S. Spangler

Title:  President

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