Stradley Ronon Stevens & Young, LLP 2005 Market Street, Suite 2600 Philadelphia, PA 19103 Telephone 215.564.8000 Fax 215.564.8120 www.stradley.comNationwide Mutual Funds • 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
AGREEMENT AND PLAN OF REORGANIZATIONAgreement and Plan of Reorganization • January 5th, 2018 • Nationwide Mutual Funds • Delaware
This AGREEMENT AND PLAN OF REORGANIZATION (“Agreement”), is made as of this 7th day of November, 2017, by and between Nationwide Mutual Funds (the “NMF Trust”), a statutory trust created under the laws of the State of Delaware, with its principal place of business at One Nationwide Plaza, 5-02-210, Columbus, OH 43215, with respect to the Nationwide Long/Short Equity Fund, (hereinafter the “Acquiring Fund”), a series of the NMF Trust, and Advisors Series Trust (the “AST Trust”), a statutory trust created under the laws of the State of Delaware, with its principal place of business at 615 E Michigan Street, Milwaukee, WI 53202, with respect to the Logan Capital Long/Short Fund (hereinafter the “Target Fund”), a series of the AST Trust. The NMF Trust and the AST Trust, with respect to the Acquiring Fund and the Target Fund, respectively, are hereinafter collectively referred to as the “parties.” Other than the Target Fund and the Acquiring Fund, no other series of either the AST Trust or
