POTENTIAL  MATERIAL  LITIGATION
(As of November 30, 2014)

Tribune Company Bankruptcy Proceeding
	    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; oral argument on the appeal is
scheduled for November 5, 2014.
	    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 complete, but oral
argument has not yet been scheduled.  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.