Common Contracts
2 similar Agreement and Plan of Reorganization contracts by Nationwide Mutual Funds
December 16, 2019Agreement and Plan of Reorganization • January 3rd, 2020 • Nationwide Mutual Funds
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.
December 16, 2019Agreement and Plan of Reorganization • January 3rd, 2020 • Nationwide Mutual Funds
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,
