Stradley Ronon Stevens & Young, LLP Suite 2600 2005 Market Street Philadelphia, PA 19103-7018 Telephone 215.564.8000 Fax 215.564.8120 www.stradley.comAgreement and Plan of Reorganization • September 19th, 2013 • Nationwide Mutual Funds
You have requested our opinion concerning certain federal income tax consequences of the reorganization of each Acquired Fund, which will consist of: (i) the transfer of all of the assets, property and goodwill (exclusive of any rights to the “HighMark” name) of an Acquired Fund in exchange solely for, as applicable, Class A shares (“Class A Acquisition Shares”), Class C shares (“Class C Acquisition Shares”), Institutional Service Class shares (“Institutional Service Acquisition Shares”), Class U shares (“Class U Acquisition Shares”), and Class M shares (“Class M Acquisition Shares” and, together with the Class A Acquisition Shares, Class C Acquisition Shares, Institutional Service Acquisition Shares, and Class U Acquisition Shares, the “Acquiring Fund Shares”) of beneficial interest, no par value per share, of the corresponding Acquiring Fund, as set forth on Exhibit A; (ii) the assumption by an Acquiring Fund of all the liabilities and obligations of the corresponding Acquired Fund (
AGREEMENT AND PLAN OF REORGANIZATIONAgreement and Plan of Reorganization • September 19th, 2013 • Nationwide Mutual Funds • Massachusetts
This Agreement and Plan of Reorganization (the “Agreement”) is made as of April 2, 2013, by and between HighMark Funds, a Massachusetts business trust (the “HighMark Trust”), on behalf of its investment portfolios listed on Exhibit A attached hereto (each portfolio, an “Acquired Fund” and collectively, the “Acquired Funds”), and Nationwide Mutual Funds, a Delaware statutory trust (the “NMF Trust”), on behalf of its investment portfolios listed on Exhibit A attached hereto (each portfolio, an “Acquiring Fund” and collectively, the “Acquiring Funds”). HighMark Capital Management, Inc., a California corporation (“HCM”), and Nationwide Fund Advisors, a Delaware business trust (“NFA”), join this Agreement solely for purposes of Sections 3.2, 9.2 and 10.2. The capitalized terms used herein shall have the meaning ascribed to them in this Agreement.
