AGREEMENT AND PLAN OF REORGANIZATIONAgreement and Plan of Reorganization • January 27th, 2006 • Bailard Opportunity Fund Group Inc • Massachusetts
This Agreement and Plan of Reorganization (the "Agreement") is made as of[____], 2006, by and among HighMark Funds ("HighMark"), a Massachusetts business trust, on behalf of [____] (the "Acquiring Fund"), Bailard Opportunity Fund Group, Inc., a Maryland corporation ("Bailard"), on behalf of [_____] (the "Acquired Fund"), and, for purposes of Sections 5.10, 5.11, 10, 11, 12.4 and 15only, HighMark Capital Management, Inc., a California corporation ("HighMark Capital") and, for purposes of 4.3, 5.12, 6.1, 10, 11, 12.4 and 15 only,
