0001680359-20-000004 Sample Contracts

December 16, 2019
Nationwide Mutual Funds • January 3rd, 2020

In rendering our opinion, we have reviewed and relied upon: (a) a copy of the executed Agreement, dated as of August 5, 2019; (b) the Proxy Statement/Prospectus provided to shareholders of the Target Fund dated October 3, 2019; (c) certain representations concerning the Reorganization made to us by the NMF Trust and Target Fund, in letters dated December 16, 2019 (the “Representation Letters”); (d) all other documents, financial and other reports and corporate minutes we deemed relevant or appropriate; and (e) such statutes, regulations, rulings and decisions as we deemed material in rendering this opinion.

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