Tribune Company Multi-District Litigation

            Nationwide S&P 500 Index Fund, a series of Nationwide
Mutual Funds, and NVIT S&P 500 Index Fund, a series of Nationwide
Variable Insurance Trust (together, the "Funds"), were named as
defendants in two lawsuits that are consolidated in a
multi-district litigation pending in the United States District
Court for the Southern District of New York (the "Court"),
captioned In re Tribune Company Fraudulent Conveyance Litigation,
No. 11-MD-2296-RJS (the "MDL").  The MDL arises from the 2007
leveraged buyout of The Tribune Company ("Tribune") (the "LBO")
and Tribune's subsequent bankruptcy and reorganization.  In
connection with the LBO, thousands of Tribune shareholders,
including the Funds, sold Tribune shares back to Tribune.
            The MDL includes a series of lawsuits brought by
individual creditors of Tribune (the "Individual Creditor
Actions"), and a lawsuit by a court-appointed trustee on behalf
of the committee of unsecured creditors committee of Tribune
(the "Committee Action").  These lawsuits seek to unwind the LBO
stock repurchases as fraudulent transfers and recover the stock
repurchase proceeds paid to the Tribune shareholders who
participated in the LBO.  The Funds were named as defendants in
the Committee Action and one of the Individual Creditor Actions;
Nationwide Mutual Funds ("NMF") and Nationwide Fund Advisors
("NFA") were previously named as defendants in the Committee
Action, but NMF and NFA have since been dismissed from the
lawsuit.  According to the most-recent amended complaint filed in
the Committee Action, the Nationwide S&P 500 Index Fund is alleged
to have received $1,329,720 in exchange for the shares that the
Nationwide S&P 500 Index Fund tendered in the LBO, and the NVIT S&P
500 Index Fund is alleged to have received $1,150,508 in the LBO.
Plaintiffs seek to unwind the LBO transactions and recover the
amounts received by the Funds.
            The Court entertained a first round of motions to
dismiss in the Individual Creditor Actions (the "Phase One
Motions").  Following briefing and argument on the Phase One Motions,
the Court entered an order dismissing the Individual Creditor Actions
in their entirety on the grounds that the individual creditor
plaintiffs lack standing to pursue their claims.  The Court's
dismissal order is on appeal to the Second Circuit.  The appeal is
fully-briefed; however, oral argument has not yet been scheduled.
            The parties are currently engaged in a second round of
motions to dismiss in the Committee Action (the "Phase Two Motions"),
including a global motion to dismiss that was filed on behalf of all
shareholder defendants, including the Funds, on the grounds that the
current Fifth Amended Complaint fails to state a claim against the
former Tribune shareholders.  Briefing on the Phase Two Motions is
scheduled to be completed by July 3, 2014, with oral argument to be
held thereafter.  Pending the disposition of the Phase Two Motions,
the litigation is essentially stayed.  After the Court disposes of
the Phase Two Motions, discovery likely will proceed as to any
remaining claims; however, this anticipated discovery likely will not
commence for several months.  Given the number of unknowns at this
early stage of the litigation, it is not possible to predict the likely
outcome of the MDL.