Stradley Ronon Stevens & Young Sample Contracts

Us Global Investors FundsDecember 22, 2020 (January 22nd, 2021)

In rendering our opinion, we have reviewed and relied upon: (a) a copy of the executed Plan, dated as of December 22, 2020; (b) the Combined Proxy Statement and Prospectus provided to shareholders of the Target Fund dated October 9, 2020; (c) certain representations concerning the Reorganization made to us by the Acquiring Fund and the Target Fund in a letter dated December 22, 2020 (the “Representation Letter”); (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.

Delaware Vip TrustDecember 11, 2020 (December 23rd, 2020)

In rendering our opinion, we have reviewed and relied upon: (a) a copy of the executed Agreement, dated as of October 23, 2020; (b) the prospectus/information statement provided to shareholders of the Acquired Fund dated October 27, 2020; (c) certain representations concerning the Reorganization made to us by the Trust on behalf of the Acquired Funds and the Acquiring Funds, in a letter dated December 11, 2020 (the “Representation Letter”); (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.

Nationwide Variable Insurance TrustOctober 26, 2020 (November 4th, 2020)

You have requested our opinion as to certain federal income tax consequences of the reorganizations (each hereinafter referred to as a “Reorganization”), which will consist of: (i) the acquisition by the Capital Appreciation Acquiring Fund and the Moderate Acquiring Fund (each an “Acquiring Fund”, together the “Acquiring Funds”) of substantially all of the property, assets and goodwill (“Assets”) of the Capital Appreciation Target Fund and the Moderate Target Fund (each a “Target Fund”, together the “Target Funds”), respectively, in exchange solely for shares of beneficial interest, without par value, of the corresponding class of shares of the Capital Appreciation Acquiring Fund and Moderate Acquiring Fund listed in Exhibit A below; (ii) the assumption by the Capital Appreciation Acquiring Fund and Moderate Acquiring Fund of all of the Capital Appreciation Target Fund’s and Moderate Target Fund’s Liabilities, respectively; (iii) the distribution of each class of the Capital Appreciati

Nationwide Variable Insurance TrustOctober 19, 2020 (October 28th, 2020)

You have requested our opinion as to certain federal income tax consequences of the reorganization (hereinafter referred to as the “Reorganization”), which will consist of: (i) the acquisition by the Acquiring Fund of substantially all of the property, assets and goodwill (“Assets”) of the Target Fund in exchange solely for shares of beneficial interest, without par value, of the corresponding class of shares of the Acquiring Fund listed in Exhibit A below; (ii) the assumption by the Acquiring Fund of all of the Target Fund’s Liabilities; (iii) the distribution of each class of the Acquiring Fund’s shares to the shareholders of its corresponding class of shares of the Target Fund, according to their respective interests, in complete liquidation of the Target Fund; and (iv) the liquidation and dissolution of the Target Fund as soon as practicable after the Closing, all upon and subject to the terms and conditions of the Plan. Capitalized terms not otherwise defined herein shall have the

Nationwide Variable Insurance TrustSeptember 14, 2020 (September 29th, 2020)

You have requested our opinion as to certain federal income tax consequences of the reorganization (hereinafter referred to as the “Reorganization”), which will consist of: (i) the acquisition by the Acquiring Fund of substantially all of the property, assets and goodwill ("Assets") of the Target Fund in exchange solely for shares of beneficial interest, without par value, of the corresponding class of shares of the Acquiring Fund listed in Exhibit A below; (ii) the assumption by the Acquiring Fund of all of the Target Fund's Liabilities; (iii) the distribution of each class of the Acquiring Fund's shares to the shareholders of its corresponding class of shares of the Target Fund, according to their respective interests, in complete liquidation of the Target Fund; and (iv) the liquidation and dissolution of the Target Fund as soon as practicable after the Closing, all upon and subject to the terms and conditions of the Plan. Capitalized terms not otherwise defined herein shall have the

Nationwide Mutual FundsJune 22, 2020 (July 22nd, 2020)

You have requested our opinion as to certain federal income tax consequences of the reorganization (hereinafter referred to as the “Reorganization”), which will consist of: (i) the acquisition by the Acquiring Fund of substantially all of the Assets of the Target Fund in exchange solely for shares of beneficial interest, without par value, of the corresponding class of shares of the Acquiring Fund listed in the table set forth in Exhibit A hereto; (ii) the assumption by the Acquiring Fund of all of the Target Fund’s Liabilities; (iii) the distribution of each class of the Acquiring Fund’s shares to the shareholders of its corresponding class of shares of the Target Fund, according to their respective interests, in complete liquidation of the Target Fund; and (iv) the liquidation and dissolution of the Target Fund as soon as practicable after the Closing, all upon and subject to the terms and conditions of the Plan. Capitalized terms not otherwise defined herein shall have the meanings

Dfa Investment Dimensions Group IncFebruary 10, 2020 (May 14th, 2020)

You have requested our opinion as to certain federal income tax consequences of the reorganization (hereinafter referred to as the “Reorganization”) of the Target Portfolio, which will consist of: (i) the acquisition by DFAIDG, on behalf of Acquiring Portfolio, of substantially all of the property, assets, and goodwill of Target Portfolio in exchange solely for full and fractional shares of capital stock, with a par value of one cent ($0.01) per share, of Acquiring Portfolio (“Acquiring Portfolio Shares”); (ii) the distribution of Acquiring Portfolio Shares to the holders of shares of capital stock of Target Portfolio (“Target Portfolio Shares”) according to their respective interests in Target Portfolio, in complete liquidation of Target Portfolio; and (iii) the dissolution of Target Portfolio as soon as is practicable after the Closing, all upon and subject to the terms and conditions of the Plan. Capitalized terms not otherwise defined herein shall have the meanings assigned to them

Nationwide Mutual FundsContract (February 21st, 2020)
Franklin Custodian FundsStradley Ronon Stevens & Young, LLP 2005 Market Street Suite 2600 Philadelphia, PA 19103 Telephone 215.564.8000 Fax 215.564.8120 www.stradley.com (February 11th, 2020)

In rendering our opinion, we have reviewed and relied upon: (a) a copy of the executed Plan, dated as of July 17, 2019; (b) the Prospectus/Proxy Statement provided to shareholders of the Target Fund dated September 23, 2019; (c) certain representations concerning the Reorganization made to us by the Acquiring Fund and the Target Fund in a letter dated February 7, 2020 (the “Representation Letter”); (d) all other documents, financial and other

Franklin Investors Securities TrustJanuary 31, 2020 (February 7th, 2020)

In rendering our opinion, we have reviewed and relied upon: (a) a copy of the executed Plan, dated as of July 17, 2019; (b) the Prospectus/Proxy Statement provided to shareholders of the Target Fund dated September 16, 2019; (c) certain representations concerning the Reorganization made to us by the Acquiring Fund and the Target Fund in a letter dated January 31, 2020 (the “Representation Letter”); (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.

Nationwide Mutual FundsDecember 16, 2019 (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.

Nationwide Mutual FundsDecember 16, 2019 (January 3rd, 2020)

You have requested our opinion as to certain federal income tax consequences of the reorganization of the Target Fund into the Acquiring Fund (the “Reorganization”) which will consist of: (i) the acquisition by the NMF Trust, on behalf of the Acquiring Fund, of all of the Assets of the Target Fund in exchange for both Acquiring Fund Shares and the assumption by the NMF Trust, with respect to the Acquiring Fund, of the Liabilities of the Target Fund; (ii) the distribution by the Acquiring Fund of Acquiring Fund Shares to the shareholders of the Target Fund (“Target Fund Shares”) according to their respective interests in the Target Fund in complete liquidation of the Target Fund; and (iii) the liquidation and, as soon as practicable after the Closing, the termination of the Target Fund all upon and subject to the terms and conditions of the Agreement. The Acquiring Fund is, and will be immediately prior to Closing, a shell series, without assets (other than seed capital) or liabilities,

Franklin U.S. Government Money FundOctober 18, 2019 (November 15th, 2019)

In rendering our opinion, we have reviewed and relied upon: (a) a copy of the executed Plan, dated as of October 18, 2019; (b) the Prospectus/Information Statement provided to shareholders of the Target Fund dated August 1, 2019; (c) certain representations concerning the Reorganization made to us by the Acquiring Fund and the Target Fund in a letter dated October 18, 2019 (the “Representation Letter”); (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.

Nationwide Mutual FundsJune 3, 2019 (June 28th, 2019)

Re: Agreement and Plan of Reorganization (“Agreement”) dated as of March 14, 2019 by and between Nationwide Mutual Funds, a Delaware statutory trust, (“NMF Trust”), on behalf of its series Nationwide AllianzGI International Growth Fund (“Acquiring Fund”) and Allianz Funds Multi-Strategy Trust, a Massachusetts business trust, (“Allianz Trust”), on behalf of its series AllianzGI International Growth Fund (“Target Fund”)

Managed Portfolio SeriesStradley Ronon Stevens & Young, LLP 2005 Market Street, Suite 2600 Philadelphia, PA 19103 Telephone 215.564.8000 Fax 215.564.8120 www.stradley.com (September 19th, 2018)

Re: Agreement and Plan of Reorganization (“Agreement”) adopted as of September 14, 2018 by and among The Olstein Funds, an open-end registered investment company (“Target Entity”), on behalf of its two series portfolios, the Olstein All Cap Value Fund and the Olstein Strategic Opportunities Fund (each, a “Target Fund,” and together, the “Target Funds”) and Managed Portfolio Series, an open-end registered investment company (“Acquiring Entity”), on behalf of two of its series portfolios, the Olstein All Cap Value Fund and the Olstein Strategic Opportunities Fund (each, an “Acquiring Fund,” and together, the “Acquiring Funds,” and each Target Fund and each Acquiring Fund, a “Fund”)

Templeton Growth Fund IncAugust 24, 2018 (September 14th, 2018)

In rendering our opinion, we have reviewed and relied upon: (a) a copy of the executed Plan, dated as of August 14, 2018; (b) the prospectus/proxy statement provided to shareholders of the Target Fund in connection with a Special Meeting of Shareholders on August 3, 2018; (c) certain representations concerning the Reorganization made to us by the Acquiring Fund and the Target Fund in a letter dated August 24, 2018 (the “Representation Letter”); (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.

Invesco Actively Managed Exchange-Traded Fund TrustSub-Item 77Q1(g) AGREEMENT AND PLAN OF REORGANIZATION THIS AGREEMENT AND PLAN OF REORGANIZATION ("Agreement") is adopted as of this 6th day of April, 2018 by and among: (i) each of the Guggenheim and Rydex open-end registered investment companies ... (July 30th, 2018)
Invesco Exchange-Traded Fund Trust IISub-Item 77Q1(g) AGREEMENT AND PLAN OF REORGANIZATION THIS AGREEMENT AND PLAN OF REORGANIZATION ("Agreement") is adopted as of this 6th day of April, 2018 by and among: (i) each of the Guggenheim and Rydex open-end registered investment companies ... (July 30th, 2018)
Invesco Actively Managed Exchange-Traded Fund TrustSub-Item 77Q1(g) AGREEMENT AND PLAN OF REORGANIZATION THIS AGREEMENT AND PLAN OF REORGANIZATION ("Agreement") is adopted as of this 18th day of May, 2018 by and among: (i) each of the Guggenheim open-end registered investment companies identified as a ... (July 30th, 2018)
Invesco Exchange-Traded Self-Indexed Fund TrustSub-Item 77Q1(g) AGREEMENT AND PLAN OF REORGANIZATION THIS AGREEMENT AND PLAN OF REORGANIZATION ("Agreement") is adopted as of this 18th day of May, 2018 by and among: (i) each of the Guggenheim open-end registered investment companies identified as a ... (July 30th, 2018)
Invesco Exchange-Traded Self-Indexed Fund TrustSub-Item 77Q1(g) AGREEMENT AND PLAN OF REORGANIZATION THIS AGREEMENT AND PLAN OF REORGANIZATION ("Agreement") is adopted as of this 6th day of April, 2018 by and among: (i) each of the Guggenheim and Rydex open-end registered investment companies ... (July 30th, 2018)
Invesco Exchange-Traded Fund Trust IISub-Item 77Q1(g) AGREEMENT AND PLAN OF REORGANIZATION THIS AGREEMENT AND PLAN OF REORGANIZATION ("Agreement") is adopted as of this 18th day of May, 2018 by and among: (i) each of the Guggenheim open-end registered investment companies identified as a ... (July 30th, 2018)
Invesco Exchange-Traded Fund TrustAGREEMENT AND PLAN OF REORGANIZATION THIS AGREEMENT AND PLAN OF REORGANIZATION ("Agreement") is adopted as of this 6th day of April, 2018 by and among: (i) each of the Guggenheim and Rydex open-end registered investment companies identified as a Target ... (June 29th, 2018)
Invesco Exchange-Traded Fund TrustAGREEMENT AND PLAN OF REORGANIZATION THIS AGREEMENT AND PLAN OF REORGANIZATION ("Agreement") is adopted as of this 18th day of May, 2018 by and among: (i) each of the Guggenheim open-end registered investment companies identified as a Target Entity on ... (June 29th, 2018)
Templeton Global Smaller Companies FundJune 1, 2018 (June 18th, 2018)

In rendering our opinion, we have reviewed and relied upon: (a) a copy of the executed Plan, dated as of May 22, 2018; (b) the prospectus/proxy statement provided to shareholders of the Target Fund in connection with a Special Meeting of Shareholders on May 22, 2018; (c) certain representations concerning the Reorganization made to us by the Acquiring Fund and TGIT, on behalf of the Target Fund, in a letter dated June 1, 2018 (the “Representation Letter”); (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.

Franklin Real Estate Securities TrustApril 27, 2018 (May 25th, 2018)

In rendering our opinion, we have reviewed and relied upon: (a) a copy of the executed Plan, dated as of October 24, 2017; (b) the prospectus/proxy statement provided to shareholders of the Target Fund in connection with a Special Meeting of Shareholders on April 6, 2018; (c) certain representations concerning the Reorganization made to us by FGT on behalf of the Target Fund and FREST on behalf of the Acquiring Fund, in a letter dated April 27, 2018 (the “Representation Letter”); (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.

Dimensional Investment Group IncFebruary 26, 2018 (April 6th, 2018)

In rendering our opinion, we have reviewed and relied upon: (a) a copy of the executed Agreement, dated as of February 26, 2018; (b) the Prospectus/Information Statement provided to shareholders of the Target Portfolio dated January 24, 2018; (c) certain representations concerning the Reorganization made to us by DIG, on behalf of the Acquiring Portfolio and the Target Portfolio in a letter dated February 26, 2018 (the "Representation Letter"); (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.

Dimensional Investment Group IncFebruary 26, 2018 (April 6th, 2018)

In rendering our opinion, we have reviewed and relied upon: (a) a copy of the executed Agreement, dated as of February 26, 2018; (b) the Prospectus/Information Statement provided to shareholders of the Target Portfolios dated January 24, 2018; (c) certain representations concerning each Reorganization made to us by DIG, on behalf of both the Acquiring Portfolio and the DIG Target Portfolio, and DFAIDG, on behalf of the DFAIDG Target Portfolio, in a letter dated February 26, 2018 (the "Representation Letter"); (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.

Ivy FundsStradley Ronon Stevens & Young, LLP 2005 Market Street, Suite 2600 Philadelphia, PA 19103 Telephone 215.564.8000 Fax 215.564.8120 www.stradley.com (March 1st, 2018)

In rendering our opinion, we have reviewed and relied upon: (a) a copy of the executed Agreement, dated as of October 9, 2017; (b) the Combined Prospectus and Proxy Statement provided to shareholders of the Acquired Funds dated November 30, 2017; (c) certain representations concerning the Reorganization made to us by the Trust, on behalf of the Acquiring Fund and the Acquired Fund, in a letter dated February 26, 2018 (the “Representation Letter”); (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.

Delaware Group Equity Funds VDecember 15, 2017 (February 9th, 2018)

You have requested our opinion as to certain federal income tax consequences of the reorganization (hereinafter referred to as the "Reorganization") of the Acquired Fund, which will consist of: (i) the acquisition by the Acquiring Trust, on behalf of the Acquiring Fund, of all of the property, assets and goodwill of the Acquired Fund in exchange solely for shares of beneficial interest, with no par value, of the corresponding class of shares of the Acquiring Fund identified on Exhibit A to the Agreement ("Acquiring Fund Shares"); (ii) the assumption by the Acquiring Trust, on behalf of the Acquiring Fund, of the liabilities of the Acquired Fund; (iii) the distribution of the Acquiring Fund's shares to the shareholders of shares of the Acquired Fund (the "Acquired Fund Shares"), according to their respective interests in complete liquidation of the Acquired Fund; and (iv) the dissolution of the Acquired Fund as soon as practicable after the closing (hereinafter called the "Closing"), al

Nationwide Mutual FundsStradley Ronon Stevens & Young, LLP 2005 Market Street, Suite 2600 Philadelphia, PA 19103 Telephone 215.564.8000 Fax 215.564.8120 www.stradley.com (January 5th, 2018)

You have requested our opinion as to certain federal income tax consequences of the reorganization (hereinafter referred to as the “Reorganization”), which will consist of: (i) the acquisition by the NMF Trust on behalf of the Acquiring Fund of all of the Assets of the Target Fund in exchange for both Acquiring Fund Shares and the assumption by the NMF Trust with respect to the Acquiring Fund of all of the Liabilities of the Target Fund; (ii) the distribution of Acquiring Fund Shares to the shareholders of the Target Fund according to their respective interests in the Target Fund in complete liquidation of the Target Fund; and, (iii) the termination of the Target Fund as soon as practicable after the closing (hereinafter called the “Closing”), all upon and subject to the terms and conditions of the Agreement. The Acquiring Fund currently is a shell series, without assets or liabilities, other than as noted in Section 5(k) of the Agreement, created for the purpose of acquiring the Asset

Franklin Value Investors TrustDecember 1, 2017 (December 13th, 2017)

In rendering our opinion, we have reviewed and relied upon: (a) a copy of the executed Plan, dated as of November 24, 2017; (b) the prospectus/proxy statement provided to shareholders of the MidCap Fund in connection with a Special Meeting of Shareholders on October 27, 2017; (c) certain representations concerning the Reorganization made to us by FVIT on behalf of the MidCap Fund and the Small Cap Fund, in a letter dated December 1, 2017 (the “Representation Letter”); (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.

Ivy FundsStradley Ronon Stevens & Young, LLP 2005 Market Street, Suite 2600 Philadelphia, PA 19103 Telephone 215.564.8000 Fax 215.564.8120 www.stradley.com (November 1st, 2017)

You have requested our opinion as to certain federal income tax consequences of the reorganizations set forth on Schedule I, attached hereto, (hereinafter referred to as the “Reorganization”) of the Acquired Funds, which will consist of: (1) each Acquired Fund shall transfer all of its respective Assets to its corresponding Acquiring Fund (the name of which is set forth directly opposite the name of such Acquired Fund on Schedule I hereto) in exchange solely for full and fractional Class A, Class B, Class C and Class I shares of beneficial interest (as applicable) of the corresponding Acquiring Fund as set forth in Schedule I (“Acquiring Fund Shares”); (2) the assumption by the Acquiring Trust on behalf of the corresponding Acquiring Fund of all of the Liabilities of its corresponding Acquired Fund; (3) the distribution of each of the corresponding Acquiring Fund’s shares to the shareholders of its corresponding Acquired Fund according to their respective interests in complete liquidat

Chartwell FundsJuly 17, 2017 (August 7th, 2017)

Re: Agreement and Plan of Reorganization (the “Agreement”) made as of July 14, 2017, among The Chartwell Funds, a Delaware statutory trust (the “Acquiring Trust”), on behalf of each of its series listed as an Acquiring Fund on Schedule A hereof (each an “Acquiring Fund”), and the Investment Managers Series Trust (“IMST”), a Delaware statutory trust, on behalf of each of its series listed as an IMST Fund on Schedule A hereof (each an “IMST Fund”)

Managed Portfolio SeriesJune 19, 2017 (June 23rd, 2017)

You have requested our opinion as to certain federal income tax consequences of the reorganization (hereinafter referred to as the “Reorganization”) of the Target Fund, which