EX-16.11.a
Law Offices
Stradley Ronon Stevens & Young, LLP
2005 Market Street
Suite 2600
Philadelphia, PA 19103-7018
(202) 564-8000
May 17, 2013
Nationwide Mutual Funds
1000 Continental Drive, Suite 400
King of Prussia, Pennsylvania 19406
Subject: Registration Statement on Form N-14
Ladies and Gentlemen:
We have acted as counsel to Nationwide Mutual Funds, a Delaware statutory trust (the “Trust”), in connection with the proposed acquisition by the Nationwide Funds listed below, each a series of the Trust (the “Acquiring Funds”) of all of the property, assets and goodwill of, and the assumption of all of the liabilities of, the corresponding HighMark Funds (the “Target Funds”), each a series of HighMark Funds, a Massachusetts business trust, in exchange for shares of beneficial interest, no par value.
| Target Funds | Acquiring Funds |
| HighMark Geneva Mid Cap Growth Fund | Nationwide Geneva Mid Cap Growth Fund |
Class A and Class B Class C Fiduciary Class | Class A Class C Institutional Service Class |
| HighMark Geneva Small Cap Growth Fund | Nationwide Geneva Small Cap Growth Fund |
Class A Class C Fiduciary Class | Class A Class C Institutional Service Class |
| HighMark Enhanced Growth Fund | Nationwide Bailard Technology & Science Fund |
Class A Class C Fiduciary Class Class M | Class A Class C Institutional Service Class Class M |
| HighMark Value Fund | Nationwide HighMark Value Fund |
Class A and Class B Class C Fiduciary Class Class U | Class A Class C Institutional Service Class Class U |
| Target Funds | Acquiring Funds |
| HighMark Cognitive Value Fund | Nationwide Bailard Cognitive Value Fund |
Class A Class C Fiduciary Class Class M | Class A Class C Institutional Service Class Class M |
| HighMark International Opportunities Fund | Nationwide Bailard International Equities Fund |
Class A Class C Fiduciary Class Class M | Class A Class C Institutional Service Class Class M |
| HighMark NYSE Arca Tech 100 Index Fund | Nationwide Ziegler NYSE Arca Tech 100 Index Fund |
Class A and Class B Class C Fiduciary Class | Class A Class C Institutional Service Class |
| HighMark Large Cap Core Equity Fund | Nationwide HighMark Large Cap Core Equity Fund |
Class A Class C Fiduciary Class | Class A Class C Institutional Service Class |
| HighMark Small Cap Core Fund | Nationwide HighMark Small Cap Core Fund |
Class A Class C Fiduciary Class | Class A Class C Institutional Service Class |
| HighMark Large Cap Growth Fund | Nationwide HighMark Large Cap Growth Fund |
Class A and Class B Class C Fiduciary Class | Class A Class C Institutional Service Class |
| HighMark Balanced Fund | Nationwide HighMark Balanced Fund |
Class A and Class B Class C Fiduciary Class | Class A Class C Institutional Service Class |
| HighMark Equity Income Fund | Nationwide Ziegler Equity Income Fund |
Class A and Class B Class C Fiduciary Class | Class A Class C Institutional Service Class |
| HighMark Bond Fund | Nationwide HighMark Bond Fund |
Class A and Class B Class C Fiduciary Class | Class A Class C Institutional Service Class |
| HighMark Short Term Bond Fund | Nationwide HighMark Short Term Bond Fund |
Class A Class C Fiduciary Class | Class A Class C Institutional Service Class |
| HighMark California Intermediate Tax-Free Bond Fund | Nationwide HighMark California Intermediate Tax Free Bond Fund |
Class A Class C Fiduciary Class | Class A Class C Institutional Service Class |
| HighMark National Intermediate Tax-Free Bond Fund | Nationwide HighMark National Intermediate Tax Free Bond Fund |
Class A Class C Fiduciary Class | Class A Class C Institutional Service Class |
| Target Funds | Acquiring Funds |
| HighMark Wisconsin Tax-Exempt Fund | Nationwide Ziegler Wisconsin Tax Exempt Fund |
Class A and Class B Class C Fiduciary Class | Class A Class C Institutional Service Class |
The aforementioned proposed acquisition is referred to herein as the “Reorganizations.”
This opinion relates to shares of beneficial interest of the Trust, no par value (the “Shares”) to be issued in the Reorganizations, and is furnished in connection with the filing of the Trust’s Registration Statement on Form N-14 under the Securities Act of 1933, as amended, with respect to the Reorganizations (the “Registration Statement”) with the U.S. Securities and Exchange Commission (the “Commission”).
We have reviewed the Trust’s Second Amended and Restated Agreement and Declaration of Trust (“Declaration of Trust”), Second Amended and Restated Bylaws (“Bylaws”) and resolutions adopted by the Trust’s Board of Trustees in connection with the Transaction, as well as such other legal and factual matters as we have deemed appropriate.
This opinion is based exclusively on the provisions of the Delaware Statutory Trust Act governing the issuance of the shares of the Trust, and does not extend to the securities or “blue sky” laws of the State of Delaware or other States.
We have assumed the following for purposes of this opinion:
| 1. | The Shares will be issued in accordance with the Declaration of Trust, Bylaws and resolutions of the Trust’s Board of Trustees relating to the creation, authorization and issuance of shares. |
| 2. | The Shares will be issued against payment therefor as described in the Proxy Statement/Prospectus and Statement of Additional Information relating thereto included in the Registration Statement, and that such payments will have been at least equal to their respective net asset values. |
On the basis of the foregoing, it is our opinion that, when issued and paid for upon the terms provided in the Registration Statement, the Shares to be issued pursuant to the Registration Statement will be validly issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion with the Commission as an exhibit to the Registration Statement and any amendments related thereto.
Very truly yours,
STRADLEY RONON STEVENS & YOUNG, LLP
BY: /s/ Kenneth L. Greenberg
Kenneth L. Greenberg, Esq., a Partner
