Nationwide Mutual Funds

POTENTIAL MATERIAL LITIGATION    
       
Nine West Litigation

Nationwide Small Cap Index Fund and Nationwide U.S. Small Cap
Value Fund (the "NMF Nine West Defendants"), series of NMF,
have been named as defendants in the multi-district litigation
pending in the District Court captioned In re Nine West LBO
Securities Litigation, No. 20-md-02941 (the "Nine West MDL").
The Nine West MDL arises from the 2014 leveraged buyout
(the "Jones Group LBO") of The Jones Group Inc. ("Jones Group"),
which later was renamed Nine West Holdings, Inc. ("Nine West"),
and Nine West's subsequent bankruptcy and reorganization.

In connection with the Jones Group LBO, hundreds of Jones Group
shareholders, including the NMF Nine West Defendants, sold Jones
Group shares back to Jones Group. According to the Complaint against
the NMF Nine West Defendants in the Nine West MDL, Nationwide Small
Cap Index Fund is alleged to have received $554,400.00 in exchange
for the shares it tendered in the Jones Group LBO, and Nationwide
U.S. Small Cap Value Fund is alleged to have received $237,615.00
in the Jones Group LBO.

The Nine West MDL includes a series of lawsuits brought by the
trustee of a litigation trust to whom Nine West's committee of
unsecured creditors assigned claims and the indenture trustee for
certain Notes issued by Jones Group and Nine West. The lawsuits
seek to unwind the Jones Group LBO stock repurchases as fraudulent
transfers and recover the stock repurchase proceeds paid to the
Jones Group shareholders who participated in the Jones Group LBO,
including the proceeds received by the NMF Nine West Defendants.

The shareholder defendants, including the NMF Nine West Defendants,
moved to dismiss the claims against them on the grounds that the
claims are barred by the Bankruptcy Code's safe harbor for securities
transactions, and on August 27, 2020, the District Court granted the
shareholder defendants' motions, dismissing all claims against the
shareholder defendants. The plaintiffs appealed the District Court's
ruling to the Second Circuit. In November 2023, the Second Circuit
issued an opinion affirming dismissal of the plaintiffs' claims
against Nine West's shareholders, except the claims against Jones
Group directors, officers, and employees who received payment for
their shares through Nine West's payroll provider. After
unsuccessfully petitioning the Second Circuit for rehearing, certain
of the former Jones Group employees filed a petition with the Supreme
Court of the United States for a writ of certiorari. The plaintiffs did
not seek rehearing by the Second Circuit or a writ certiorari from the
Supreme Court. On May 13, 2024, the Supreme Court denied the former
employees' petition for a writ of certiorari. Accordingly, the Second
Circuit's decision is now final, with all appeals exhausted, and the
claims against the NMF Nine West Defendants are fully and finally
dismissed.