As filed with the Securities and Exchange Commission on May 17, 2013

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM N-14

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

Pre-Effective Amendment No.	[  ]
Post-Effective Amendment No.	[  ]

(Check appropriate box or boxes)

NATIONWIDE MUTUAL FUNDS

(Exact Name of Registrant as Specified in Charter)

1000 CONTINENTAL DRIVE, SUITE 400, KING OF PRUSSIA, PENNSYLVANIA 19406

(Address of Principal Executive Offices) (Number, Street, City, State, Zip Code)

(610) 230-1300

(Registrant's Area Code and Telephone Number)

Approximate Date of Public Offering:  As soon as practicable after this Registration Statement becomes effective under the Securities Act of 1933, as amended.

Title of securities being registered: Shares of Beneficial Interest, no par value.

No filing fee is due because Registrant is relying on section 24(f) of the Investment Company Act of 1940, as amended.

It is proposed that this filing will become effective on June 17, 2013 pursuant to Rule 488 under the Securities Act of 1933, as amended.

HIGHMARK FUNDS

 

350 California Street, Suite 1600

San Francisco, CA  94104

1-(800) 433-6884

www.highmarkfunds.com

June [__], 2013

Dear Shareholder,

 

I am writing to let you know that a joint special meeting of shareholders relating to the funds listed below (each, a “Target Fund” and together, the “Target Funds”), each a series of HighMark Funds (the “HighMark Trust”) will be held on August 28, 2013 at 1:00 p.m. Pacific Time, at the offices of HighMark Capital Management, Inc., 350 California Street, Suite 1600, San Francisco, CA 94104 (the “Meeting”).  The purpose of the Meeting is for shareholders of each Target Fund to vote on a proposal to reorganize each Target Fund held by such shareholders into a newly-organized corresponding series and share classes of Nationwide Mutual Funds (the “NMF Trust”) (as detailed below) (each corresponding series, an “Acquiring Fund” and together, the “Acquiring Funds”).  If the proposal is approved, Target Fund shareholders will be issued shares of the corresponding Acquiring Fund (“Acquiring Fund Shares”) as shown in the table below.

 

 

If you are a shareholder of record of a Target Fund as of the regular close of business of the New York Stock Exchange on June 24, 2013 [after] taking into account redemptions made on that day, you will have the opportunity to vote on the

 

 

proposal with respect to such Target Fund.  This package contains a notice of the Meeting, information about the proposal and the materials to use when casting your vote.

 

HighMark Capital Management, Inc. (“HCM”), the Target Funds’ investment adviser, and the Board of Trustees of the HighMark Trust (“HighMark Board” or “HighMark Trustees”) believe that reorganizing each Target Fund into a corresponding Acquiring Fund will be beneficial to each Target Fund and its shareholders. Each Target Fund is substantially similar to the corresponding Acquiring Fund, which is a newly created “shell” fund ( i.e ., currently without assets and liabilities) within the NMF Trust that will acquire the assets and liabilities of the corresponding Target Fund.  If the reorganization of a Target Fund is approved, either HCM or, if such Target Fund currently has a subadviser, such subadviser will serve as the subadviser of the corresponding Acquiring Fund, and the current portfolio manager(s) of each Target Fund will also serve as the portfolio manager(s) of the corresponding Acquiring Fund, subject to the supervision of Nationwide Fund Advisors, the investment adviser to the Acquiring Funds, and the Board of Trustees of the NMF Trust (“NMF Board”).  HCM does not expect that the proposed reorganizations will result in a change in the level or quality of services shareholders of the Acquiring Funds will receive compared to the services currently received as shareholders of the Target Funds.  The proposed reorganizations have been carefully reviewed and approved by the HighMark Board and the NMF Board.  The HighMark Trustees recommend that you vote “FOR” the proposed reorganizations.

 

More information on the specific details of and reasons for the reorganizations are contained in the enclosed Combined Proxy Statement/Prospectus.  Please read the enclosed materials carefully and cast your vote on the Proxy Card(s).  Please vote your shares promptly.   Your vote is extremely important, no matter how large or small your holdings may be.

 

If you have any questions before you vote, please call the HighMark Trust toll-free at 1-800-433-6884.  Thank you for your participation in this important initiative.

Sincerely,

/s/ Dennis Mooradian

Dennis Mooradian

President

HighMark Funds

A Proxy Card(s) covering your Fund(s) is enclosed along with the Combined Proxy Statement/Prospectus.

 
 

VOTING IS QUICK AND EASY.  YOUR VOTE IS IMPORTANT NO MATTER HOW MANY SHARES YOU OWN.

To secure the largest possible representation at the Meeting, please vote by proxy via the Internet or by telephone, or mark, sign and return your Proxy Card(s).   If you sign, date and return the Proxy Card(s) but give no voting instructions, your shares will be voted “FOR” the proposal indicated on the card.   You may revoke your proxy at any time at or before the Meeting.

 
 

Please vote your shares today.

 
 

You may vote by:

·

Internet: you may vote over the Internet by following the instructions on the enclosed Proxy Card.

 

·

Telephone: please have the Proxy Card available, call the number on the enclosed card and follow the instructions.

 

·

Mail: sign and return the enclosed Proxy Card in the prepaid envelope provided if you have received this Combined Proxy Statement/Prospectus by mail.

 

If we do not hear from you after a reasonable amount of time, you may receive a call from our proxy solicitor, Broadridge Financial Solutions, Inc., reminding you to vote.

 
 

THE BOARD OF TRUSTEES OF THE HIGHMARK TRUST RECOMMENDS THAT YOU VOTE “FOR” THE PROPOSAL.

INSTRUCTIONS FOR SIGNING PROXY CARD(S)

 
 

 
 

The following general guidelines for signing Proxy Cards may be of assistance to you and will help avoid the time and expense involved in validating your vote if you fail to sign your Proxy Card properly.

Individual accounts :  Sign your name exactly as it appears in the registration on the Proxy Card(s).

 

Joint accounts:   Either party may sign, but the name of the party signing should conform exactly to the name shown in the registration on the Proxy Card(s).

 

All other accounts:   The capacity of the individual signing the Proxy Card(s) should be indicated unless it is reflected in the form of registration.  For example:

 

Registration	Valid Signature
Corporate Accounts
(1) ABC Corp.	ABC Corp. John Doe, Treasurer
(2) ABC Corp.	John Doe, Treasurer
(3) ABC Corp. c/o John Doe, Treasurer	John Doe

Registration	Valid Signature
(4) ABC Corp., Profit Sharing Plan	John Doe, Trustee
Partnership Accounts
(1) The XYZ Partnership	Jane B. Smith, Partner
(2) Smith and Jones, Limited Partnership	Jane B. Smith, General Partner
Trust Accounts
(1) ABC Trust Account	Jane B. Doe, Trustee
(2) Jane B. Doe, Trustee u/t/d 12/18/78	Jane B. Doe
Custodial or Estate Accounts
(1) John B. Smith, Cust. f/b/o John B. Smith, Jr. UGMA/UTMA	John B. Smith
(2) Estate of John B. Smith	John B. Smith, Jr., Executor

 
 

 
 

HIGHMARK FUNDS

 

350 California Street, Suite 1600,

San Francisco, CA 94104

1-(800) 433-6884

www.highmarkfunds.com

HighMark Geneva Mid Cap Growth Fund

HighMark Geneva Small Cap Growth Fund

HighMark Enhanced Growth Fund

HighMark Value Fund

HighMark Cognitive Value Fund

HighMark International Opportunities Fund

HighMark NYSE Arca Tech 100 Index Fund

HighMark Large Cap Core Equity Fund

HighMark Small Cap Core Fund

HighMark Large Cap Growth Fund

HighMark Balanced Fund

HighMark Equity Income Fund

HighMark Bond Fund

HighMark Short Term Bond Fund

HighMark California Intermediate Tax-Free Bond Fund

HighMark National Intermediate Tax-Free Bond Fund

HighMark Wisconsin Tax-Exempt Fund

NOTICE OF JOINT SPECIAL MEETING OF SHAREHOLDERS

TO BE HELD ON AUGUST 28, 2013

To the shareholders of the above listed funds, each a series of HighMark Funds, a Massachusetts business trust (the “HighMark Trust”):

 

NOTICE IS HEREBY GIVEN that the HighMark Trust will hold a Joint Special Meeting of Shareholders (the “Meeting”) for the series listed above (each, a “Target Fund” and together, the “Target Funds”) on August 28, 2013 at 1:00 p.m. Pacific Time, at the offices of HighMark Capital Management, Inc., 350 California Street, Suite 1600, San Francisco, CA 94104.  The purpose of the Meeting is to consider and act upon the following proposal:

 

1.

With respect to shareholders of each Target Fund to approve an Agreement and Plan of Reorganization (the “Plan”), as it relates to such Target Fund providing for: (i) transfer of substantially all of the assets, property and goodwill of such Target Fund to its corresponding series (each, an “Acquiring Fund” and together, the “Acquiring Funds”) of Nationwide Mutual Funds, a Delaware statutory trust (the “NMF Trust”), in exchange for shares of the designated classes of such corresponding Acquiring Fund; (ii) the assumption by such corresponding Acquiring Fund of all such Target Fund’s liabilities; (iii) the distribution of the shares of the designated classes of such corresponding Acquiring Fund to the

 

 

 

 

2.	To vote upon any other business that may properly come before the Meeting or any adjournment(s) or postponement(s) thereof.

 

A copy of the form of the Plan, which more completely describes the transaction proposed, is attached as Appendix A to the enclosed Combined Proxy Statement/Prospectus.  It is not anticipated that any matters other than the approval of the Proposal will be brought before the Meeting.  If, however, any other business is properly brought before the Meeting, proxies will be voted in accordance with the judgment of the persons designated as proxies or otherwise as described in the enclosed Combined Proxy Statement/Prospectus.

 

Shareholders of record of each Target Fund at the regular close of business of the New York Stock Exchange on June 24, 2013 are entitled to notice of, and to vote at, such Meeting and any adjournment(s) or postponement(s) thereof.  Each share of each Target Fund is entitled to one vote, and each fractional share held is entitled to a proportional fractional vote, with respect to the Proposal.

 

The Board of Trustees of the HighMark Trust recommends that shareholders of each Target Fund vote “FOR” the Proposal.

 

By order of the Board of Trustees of HighMark Funds,

/s/ Helen Robichaud

Helen Robichaud

Secretary of HighMark Funds

June [__], 2013

Your vote is important.  To secure the largest possible representation and to save the expense of further mailings, please mark your Proxy Card(s), sign it, and return it as soon as possible in the enclosed envelope, which requires no postage if mailed in the United States, or vote by telephone or over the Internet by following the instructions provided on the Proxy Card(s).  Please vote your proxy regardless of the number of shares owned.  You may revoke your proxy at any time at, or before, the Meeting or vote in person if you attend the Meeting, as provided in the enclosed Combined Proxy Statement/Prospectus.

COMBINED PROXY STATEMENT/PROSPECTUS

DATED JUNE [__], 2013

HIGHMARK FUNDS

350 California Street, Suite 1600,

San Francisco, CA 94104

1-(800) 433-6884

www.highmarkfunds.com

NATIONWIDE MUTUAL FUNDS

1000 Continental Drive, Suite 400

King of Prussia, Pennsylvania 19406

1-800-848-0920

www.nationwide.com/mutualfunds

This Combined Proxy Statement/Prospectus (“Proxy Statement/Prospectus”) solicits proxies to be voted at a joint special meeting of the shareholders (the “Meeting”) of the funds listed below (each, a “Target Fund” and together, the “Target Funds”), each a series of HighMark Funds (the “HighMark Trust”), a Massachusetts business trust.

At the Meeting, shareholders of each Target Fund will be asked to approve an Agreement and Plan of Reorganization (the “Plan”) relating to the reorganizations of each Target Fund into a corresponding series and share classes of Nationwide Mutual Funds, a Delaware statutory trust, (the “NMF Trust”) (as detailed below) (each corresponding series, an “Acquiring Fund” and together, the “Acquiring Funds”), as described more fully in the Plan (each, a “Reorganization” and together, the “Reorganizations”).  The Target Funds and the Acquiring Funds may each be referred to herein as a “Fund” or may be collectively referred to herein as the “Funds.”

If a Reorganization is approved by a Target Fund’s shareholders, on the effective date of such Reorganization, such Target Fund shareholders will be issued shares of the corresponding class of the corresponding Acquiring Fund (“Acquiring Fund Shares”) as shown in the table below.

The Meeting will be held at the offices of HighMark Capital Management, Inc., 350 California Street, Suite 1600, San Francisco, CA 94104, at 1:00 p.m. Pacific Time on August 28, 2013.  The Board of Trustees of the HighMark Trust (“HighMark Board” or “HighMark Trustees”) is soliciting these proxies on behalf of each Target Fund.  The HighMark Trustees believe that each Reorganization is in the best interests of the Target Fund and its shareholders, and that the interests of the Target Fund’s shareholders will not be diluted as a result of the Reorganization.  This Proxy Statement/Prospectus will first be sent to shareholders on or about July [__], 2013.

Each Fund is a registered, open-end management investment company (more commonly referred to as a “mutual fund”).  If a Target Fund’s shareholders vote to approve the Plan, shareholders of such Target Fund will receive their pro rata portion of the Acquiring Fund Shares.  After the Acquiring Fund Shares are distributed, such Target Fund will be liquidated and dissolved.

This Proxy Statement/Prospectus sets forth concisely the information about the Reorganizations and the Acquiring Funds that you should know before voting.

You should retain this Proxy Statement/Prospectus for future reference.  Additional information about the Target Funds, the Acquiring Funds and the proposed Reorganizations can be found in the following documents, which have been filed with the U.S. Securities and Exchange Commission (“SEC”) and which are incorporated by reference into this Proxy Statement/Prospectus:

·

The prospectuses of the HighMark Trust on behalf of the Target Funds, dated December 1, 2012, as supplemented and amended to date (File No. 811-05059; previously filed on EDGAR and available on the SEC’s website at http://www.sec.gov , Accession No. 0001193125-12-477394) (each, a “Target Fund Prospectus” and together, the “Target Fund Prospectuses”);

 

·

The prospectuses of the NMF Trust on behalf of the Acquiring Funds, dated [June __], 2013 (File No. 811-08495); previously filed on EDGAR, Accession No. [0001137439-13-000062]), which are also enclosed herewith (each, an “Acquiring Fund Prospectus” and together, the “Acquiring Fund Prospectuses”); and

 

·

The statement of additional information (“SAI”) dated [June __], 2013 (File No. [___-_____]), relating to this Proxy Statement/Prospectus.

 

 

You may request a free copy of the SAI relating to this Proxy Statement/Prospectus without charge by calling 1-800-433-6884 or by writing to HighMark Funds, c/o HighMark Funds Administration, 350 California Street, Suite 1600, San Francisco, CA 94104.

You may obtain copies of the Target Fund Prospectuses, related SAI, or annual or semiannual reports of the HighMark Trust without charge by contacting the HighMark Trust at 1-800-433-6884; by visiting http://www.highmarkfunds.com/ or on EDGAR by visiting the SEC’s website at http://www.sec.gov .

The Acquiring Fund Prospectuses, which accompany this Proxy Statement/Prospectus, are intended to provide you with additional information about the Acquiring Funds.  The Acquiring Funds are newly organized and currently have no assets or liabilities.  The Acquiring Funds were created specifically for the purpose of acquiring the assets and liabilities of the Target Funds in connection with the Plan and will not commence operations until the Closing Date (as defined below) of the Reorganizations.  The Acquiring Funds do not have any annual or semiannual reports to date because they have not yet commenced operations.  You may obtain an additional copy of the Acquiring Fund Prospectuses or the related SAI without charge by contacting the NMF Trust at 1-800-848-0920.

THE SECURITIES AND EXCHANGE COMMISSION HAS NOT APPROVED OR DISAPPROVED THESE SECURITIES OR PASSED UPON THE ADEQUACY OF THIS PROXY STATEMENT/PROSPECTUS.  ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

MUTUAL FUND SHARES ARE NOT DEPOSITS OR OBLIGATIONS OF, OR GUARANTEED OR ENDORSED BY, ANY BANK AND ARE NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION, THE FEDERAL RESERVE BOARD, OR ANY OTHER U.S. GOVERNMENT AGENCY.  MUTUAL FUND SHARES INVOLVE INVESTMENT RISKS, INCLUDING THE POSSIBLE LOSS OF YOUR INVESTMENT.

 

 

 

 

OVERVIEW

 

The following is a brief overview of the proposal to be voted upon at the Meeting scheduled for August 28, 2013.  Your vote is important.  Additional information is contained elsewhere in this Proxy Statement/Prospectus, as well as the Plan, the Target Fund Prospectuses, the Acquiring Fund Prospectuses, and the SAI for this Proxy Statement/Prospectus, all of which are incorporated herein by reference.

 

Shareholders should read the entire Proxy Statement/Prospectus, the Target Fund Prospectuses and the Acquiring Fund Prospectuses (which are included herewith) carefully for more complete information.  If you need another copy of the Proxy Statement/Prospectus, please call the HighMark Trust at 1-800-433-6884 (toll-free).

 

On what proposal am I being asked to vote?

 

As a Target Fund shareholder, you are being asked to vote on the approval of an Agreement and Plan of Reorganization (the “Plan”).  The Plan provides for, with respect to each Target Fund and corresponding Acquiring Fund:  (i) the transfer of substantially all of the assets, property and goodwill of a Target Fund to its corresponding Acquiring Fund, in exchange for shares of the designated classes of such corresponding Acquiring Fund; (ii) the assumption by such corresponding Acquiring Fund of all such Target Fund’s liabilities; (iii) the distribution of the shares of designated classes of such corresponding Acquiring Fund to the shareholders of such Target Fund; and (iv) the termination, dissolution and complete liquidation of such Target Fund as soon as practicable after the closing (the “Proposal”).

 

The Reorganization of each Target Fund into the Acquiring Fund is currently scheduled to take place as of the opening of business on September 16, 2013, or such other date and time as the parties may agree (the “Closing Date”).  The Plan contemplates the Reorganization of each Target Fund and its share classes into the corresponding Acquiring Fund and its share classes as set forth below.

 

 

Target Fund shareholders who do not wish to have their Target Fund shares (the “Target Fund Shares”) exchanged for shares of the corresponding Acquiring Fund as part of a Reorganization after shareholders of such Target Fund have approved the Reorganization with respect to that Target Fund should redeem their shares prior to the completion of the Reorganization.  If you redeem your shares, you generally will recognize a taxable gain or loss based on the difference between your tax basis in the shares and the amount you receive for them at redemption.  If, instead, you receive Acquiring Fund Shares in exchange for your Target Fund Shares as part of a Reorganization, you generally will not recognize any taxable gain or loss on such exchange.  For more information about the tax consequences of the Reorganization, please refer to the “Federal Income Tax Consequences of the Reorganizations” section below.

 

The Plan is subject to certain closing conditions and may be amended, modified, supplemented or terminated in accordance with its terms.

 

You should consult the Acquiring Fund Prospectuses for more information about the Acquiring Funds and the Target Fund Prospectuses for more information about the Target Funds, which have been incorporated by reference into this Proxy Statement/Prospectus.  In addition, a copy of each Acquiring Fund Prospectus accompanies this Proxy Statement/Prospectus.  For more information regarding shareholder approval of the Reorganizations, please refer to the “The Proposed Reorganizations” and “Voting Information” sections below.  A form of the Plan is attached hereto as Appendix A to this Proxy Statement/Prospectus.  For more information regarding the calculation of the number of Acquiring Fund Shares to be issued, please refer to the “How will the number of shares of an Acquiring Fund that I will receive be determined?” section below.

 

What is the anticipated timing of the Reorganizations?

 

The Meeting is scheduled to occur on August 28, 2013.  If all necessary approvals are obtained, the proposed Reorganizations will likely take place in the third quarter of 2013, and are currently scheduled to take place upon the opening of business on September 16, 2013.

 

Why are the Reorganizations being proposed?

 

HighMark Capital Management, Inc. (“HCM”), the Target Funds’ investment adviser, and the HighMark Board believe that reorganizing the Target Funds into the Acquiring Funds will be beneficial to each Target Fund and its shareholders.

 

Each Acquiring Fund is a new series within the NMF Trust that was created specifically for the purpose of acquiring the assets and liabilities of its corresponding Target Fund.  If the Reorganization of a Target Fund is approved, either HCM or, if such Target Fund currently has a subadviser, such subadviser will serve as the subadviser of the corresponding Acquiring Fund, and the current portfolio manager(s) of such Target Fund will also serve as the portfolio manager(s) of the Acquiring Fund, subject to the supervision of Nationwide Fund Advisors (“NF Advisors”), the investment adviser to the Acquiring Funds, and the Board of Trustees of the NMF Trust (the “NMF Board”).  The HighMark Board does not expect that the proposed Reorganizations will result in a change in the level or quality of services shareholders of the Acquiring Funds will receive compared to the services currently received as shareholders of the Target Funds.  In addition, the investment objective of each Target Fund is identical to the investment objective of its corresponding Acquiring Fund and the investment strategies and policies of each Target Fund and its corresponding Acquiring Fund are substantially similar.  Further, Target Fund shareholders will benefit from a tax-free exchange of their Target Fund Shares for corresponding Acquiring Fund Shares.  In addition, HCM and the HighMark Board believe that the Reorganizations will provide the Target Funds with access to the NMF Trust’s distribution platform, which could provide potential asset growth opportunities, greater efficiencies and economies of scale that could benefit each Target Fund and its shareholders.  The proposed Reorganizations have been carefully reviewed and approved by the HighMark Board and the NMF Board.   The HighMark Trustees recommend that you vote “FOR” the proposed Reorganization(s).

 

Will the portfolio management of the Target Funds change?

 

As stated above, if a Reorganization with respect to a Target Fund is approved, either HCM or, if such Target Fund currently has a subadviser, such subadviser will serve as the subadviser of the corresponding Acquiring Fund, and the current portfolio manager(s) of each Target Fund will also serve as the portfolio manager(s) of the corresponding Acquiring Fund.  NF Advisors will serve as investment adviser to each Acquiring Fund, will manage the investment of each Acquiring Fund’s assets and will supervise the daily business affairs of the Acquiring Funds, subject to the supervision of the NMF Board.  NF Advisors also will evaluate and monitor the performance of HCM and the other Acquiring Funds’ subadvisers.  The NMF Trust and NF Advisors have received an exemptive order from the SEC for a multi-manager structure (the “Manager of Managers Order”) that allows NF Advisors to hire, replace or terminate an unaffiliated subadviser, such as HCM, Bailard, Inc. (“Bailard”), Geneva Capital Management Ltd. (“Geneva Capital”) or Ziegler Lotsoff Capital Management, LLC (“ZLCM”), with the approval of the NMF Board but without the approval of shareholders.  The Manager of Managers Order also allows NF Advisors to revise a subadvisory agreement with an unaffiliated subadviser with the approval of the NMF Board but without shareholder approval.  Although the Manager of Managers Order applies to the Acquiring Funds, neither NF Advisors nor the NMF Board has any current intention of replacing or terminating HCM, or the other Acquiring Funds’

 

subadvisers, as subadvisers to the Acquiring Funds in reliance on the Manager of Managers Order, but may recommend such action in the future consistent with its obligations to evaluate and monitor the Acquiring Funds’ subadviser(s).

 

Who will bear the expenses associated with the Reorganizations?

 

The costs of the solicitation related to the Reorganizations, including any costs directly associated with preparing, filing, printing, and distributing to the shareholders of each Target Fund all materials relating to this Proxy Statement/Prospectus and soliciting shareholder votes, as well as the conversion costs associated with the Reorganizations, will be allocated between HCM and NF Advisors.  Neither the Target Funds nor the Acquiring Funds will bear any related costs of the Reorganizations.  In addition to solicitations through the mail, proxies may be solicited by officers, employees, and agents of the HighMark Trust and the NMF Trust, HCM and NF Advisors and their affiliates, or, if necessary, a communications firm retained for this purpose.

 

In addition, in respect of acts or omissions occurring prior to the Closing Date, the HighMark Trust will provide certain trustees’ and officers’ liability insurance to the trustees of the HighMark Board and HighMark Trust officers, the cost of which will be paid by HCM, and HCM will separately indemnify the independent trustees, provided that HCM will not indemnify the independent trustees for liability to which they would otherwise be subject by reason of their own willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of their office.

 

On April 16, 2013, the HighMark Board terminated the trustee fee deferral plan available to the HighMark Trustees.  Amounts deferred and not yet paid to the current and former trustees, including amounts accrued under the plan through the tracking of the performance of certain of the HighMark Trust’s funds, will be paid to the applicable current and former trustees on one or more dates that are later than 12 months following the termination of the plan and no later than 24 months following the termination of the plan.  In connection therewith, HCM has agreed to pay to the applicable current and former trustees either (i) the difference between the amount the current and former trustees would have received had the amounts continued to track the performance of the HighMark Funds’ funds through the payment date of the deferred amounts, and the amounts actually paid to such current and former trustees following the termination of the plan or (ii) a fixed rate of return of 1% of the average amount owed to the current and former trustees under the plan between April 17, 2013 and one year and one day after the termination of the plan.  HCM has also agreed to indemnify and hold harmless the applicable current and former trustees for all additional taxes, and related penalties and interest, that the applicable current and former trustees may be required to pay under Section 409A of the Internal Revenue Code of 1986, as amended, as a result of the termination of the plan and any accelerated payment of amounts deferred and accrued under the plan.  For the avoidance of doubt, such additional taxes do not include normal or regular income taxes on these amounts.

 

What are the federal income tax consequences of each Reorganization?

 

Each Reorganization is intended to qualify as a tax-free reorganization for federal income tax purposes and the Target Funds anticipate receiving a legal opinion to that effect, although there can be no assurance that the Internal Revenue Service (“IRS”) will adopt a similar position.

 

A tax-free reorganization for federal income tax purposes means that the shareholders of a Target Fund will recognize no gain or loss for federal income tax purposes upon the exchange of all of their shares in such Target Fund for shares in the corresponding Acquiring Fund.  Shareholders should consult their tax adviser about state and local tax consequences of the Reorganizations, if any, because the information about tax consequences in this Proxy Statement/Prospectus relates only to the federal income tax consequences of the Reorganizations.

 

For more detailed information about the federal income tax consequences of the Reorganizations, please refer to the section titled “Federal Income Tax Consequences of the Reorganization” below.

 

Has the Board of the Target Funds approved the proposed Reorganizations?

 

The HighMark Board has approved the Reorganizations and the Plan and recommends that you vote “FOR” the proposed Reorganization(s).  The HighMark Trustees believe that each proposed Reorganization is in the best interests of the respective Target Fund and its shareholders, and that the interests of each Target Fund’s shareholders will not be diluted as a result of the Reorganization relating to that Target Fund.

 

As described in more detail below, HCM and the HighMark Board have engaged in discussions regarding how to pursue the best interests of each Target Fund and its shareholders.  HCM proposed that the HighMark Board approve the Reorganizations, in light of a number of factors, including, but not limited to, the opportunity to achieve asset growth through the NMF Trust’s distribution networks, which could provide economies of scale benefits to shareholders, the Target Funds’ and Acquiring Funds’ identical investment objectives and substantially similar principal investment strategies, and the expected continuation of subadvisory services from HCM and other Target Funds’ subadvisers, and the Target Funds’ portfolio manager(s).  For information regarding the factors that were considered by the HighMark Trustees, please refer to the section below entitled “Board Considerations.”

 

How will the number of shares of an Acquiring Fund that I will receive be determined?

 

As a Target Fund shareholder, you will receive your pro rata share of Acquiring Fund Shares of the appropriate class received by such Target Fund in the Reorganization.  The number of Acquiring Fund Shares that a Target Fund’s shareholders will receive will be based on the relative net asset values (“NAVs”) of such Target Fund and the corresponding Acquiring Fund as of 4:00 p.m. Eastern time on the business day immediately preceding the Closing Date, or such earlier date as may be mutually agreed upon by the HighMark Trust and the NMF Trust.  Each Target Fund’s assets will be valued pursuant to the NMF Trust’s valuation procedures.  HCM and NF Advisors expect that any change in the valuation of the Target Funds’ assets in connection with a Reorganization as a result of using the NMF Trust’s valuation procedures rather than the HighMark Trust’s valuation procedures will not have a material effect on a Target Fund’s NAV.

 

How do the fees of the Acquiring Funds compare to those of their corresponding Target Funds?

 

The management fee and total annual fund operating expenses (after fee waivers and expense reimbursements) of each Acquiring Fund are the same or less than the management fee and total annual fund operating expenses (after fee waivers and expense reimbursements) of the Acquiring Fund’s corresponding Target Fund.  The fee waivers and expense reimbursements referenced above relate to an agreement of NF Advisors to waive its advisory fee and/or reimburse fund expenses of each Acquiring Fund through at least [______, 2015] so that each Acquiring Fund’s total annual fund operating expenses will be the same or less than the total annual fund operating expenses of such Acquiring Fund’s corresponding Target Fund.  Absent NF Advisors’ fee waiver arrangement, the total annual fund operating expenses of each Target Fund may be lower than, the same as, or higher than the total annual fund operating expenses of such Target Fund’s corresponding Acquiring Fund.  Please see the sections entitled “Comparison of Fee Tables” and “Expense Examples” below for more information.

 

If I hold Target Fund Shares through Union Bank, N.A. or Union Banc Investment Services, LLC, does anything change for my account?

 

The chart below shows certain Target Funds and their corresponding Acquiring Funds (each of which will be subadvised by HCM) into which such Target Funds are proposed to be reorganized.  This chart also includes subadvisory fees payable to HCM and Rule 12b-1 fees paid to Union Banc Investment Services (“UBIS”) for services it will provide to the Acquiring Fund shareholders.  The subadvisory fees payable to HCM for the applicable Acquiring Fund will be lower post-reorganization than the advisory fees currently paid to HCM.

 

If a Reorganization is approved by shareholders of a Target Fund, and all of the terms and conditions with respect to such Reorganization are satisfied, all shareholders of the Target Fund as of the closing of the Reorganizations will automatically be invested in the corresponding Acquiring Fund listed in the chart, without further shareholder action.  However, you may direct at any time the sale of your account’s shares in any Target Fund before a Reorganization or any Acquiring Fund after the Reorganization (if it occurs) in accordance with your account’s governing documents.

 

If a Reorganization is approved by shareholders of a Target Fund and shares of such Target Fund are held by you as of the closing of such Reorganization, you will receive your pro rata share of Acquiring Fund Shares of the appropriate class received by such Target Fund in such Reorganization and you will be deemed to have consented to your continued holding of the corresponding Acquiring Fund Shares and the payment of subadvisory fees to HCM and Rule 12b-1 fees to UBIS as disclosed below, until you direct the sale of your account’s Acquiring Fund Shares or change or discontinue your account.

 

To the extent Union Bank, N.A. (“UB”) has investment management authority or responsibility with respect to your trust or agency account, UB will continue to subtract an amount equal to your account’s share of any subadvisory fees paid to HCM by each Acquiring Fund from the management fee paid to UB by your trust or agency account.

 

 

 

 

1	Subadviser Assets are that portion of the assets of an Acquiring Fund that the investment adviser to such Fund, NF Advisors, allocates and puts under the control of HCM.

 

 

2

The term “Aggregate Subadviser Assets” means the aggregate amount resulting from the combination of Subadviser Assets of the Nationwide Enhanced Income Fund, Nationwide HighMark Short Term Bond Fund and Nationwide Short Duration Bond Fund, together with the Subadviser Assets of the NVIT Enhanced Income Fund, a series of Nationwide Variable Insurance Trust.  These fees will be paid to HCM for its subadvisory services.

 

Will I have to pay any front-end sales charges, contingent deferred sales charges or redemption fees in connection with a Reorganization?

 

No.  You will not have to pay any front-end sales charges, contingent deferred sales charges (“CDSCs”) or redemption/exchange fees in connection with a Reorganization. An Acquiring Fund’s front-end sales charge for Class A Shares and CDSC that apply to Class A Shares and Class C Shares will apply to any Class A Shares or Class C Shares of an Acquiring Fund purchased after a Reorganization, unless you are eligible for a reduction of or waiver of the front-end sales charge or CDSC.

 

Please see the sections entitled “Comparison of Fee Tables,” and “Comparison of Purchase, Redemption and Exchange Procedures” below for more information.

 

How do the share purchase, redemption and exchange procedures of the Acquiring Funds compare to those of the Target Funds?

 

They are similar.  For more information concerning the share purchase, Redemption and exchange procedures of the Target Funds and the Acquiring Funds, please see the “Comparison of Purchase, Redemption and Exchange Procedures” section below.

 

Are the investment objectives and strategies of the Acquiring Funds similar to the investment objectives and strategies of the Target Funds?

 

Each Acquiring Fund has been created for the purpose of acquiring the assets and liabilities of its corresponding Target Fund.  In addition, although certain Target Funds have different Fund names than that of their corresponding Acquiring Funds, each Target Fund has an investment objective that is identical to its corresponding Acquiring Fund and principal investment strategies that are substantially similar to those of its corresponding Acquiring Fund, except as noted below.

 

Unlike HighMark Enhanced Growth Fund, the Nationwide Bailard Technology & Science Fund will be required to invest at least 80% of its net assets in established companies in the technology and science sectors.  Unlike HighMark International Opportunities Fund, the

 

Nationwide Bailard International Equities Fund will be required to invest at least 80% of its net assets in equity securities of issuers located in developed and, to a lesser extent, emerging market countries around the world.

 

Each Acquiring Fund generally will be fully invested in accordance with its investment objectives and strategies.  However, pending investment of cash balances, or if an Acquiring Fund’s management believes that business, economic, political or financial conditions warrant, an Acquiring Fund may invest without limit in cash or money market equivalents.  While no Target Fund has an identical temporary defensive investment strategy, the following Target Funds have adopted policies that allow them to increase their exposure to short term debt obligations during volatile market conditions:

 

HighMark Value Fund and HighMark Balanced Fund, in an effort to preserve the value of your investment under volatile market conditions, may invest more than 35% and 20%, respectively, of its respective assets in very short-term debt obligations.

 

HighMark Large Cap Core Equity Fund and HighMark Large Cap Growth Fund may under volatile market conditions or extraordinary cash flow situations, invest up to 20% of its respective assets in very short-term debt obligations.

 

HighMark Bond Fund, in an effort to preserve the value of your investment under volatile market conditions, may invest more than 20% of its assets in very short-term debt obligations.

 

HighMark Short Term Bond Fund, in an effort to preserve the value of your investment under volatile market conditions, may invest more than 20% of its assets in very short-term debt obligations.

 

Do the Fundamental and Non-Fundamental Investment Policies differ between the Target Funds and Acquiring Funds?

 

Each Fund has adopted fundamental investment policies concerning, among other things, borrowing, lending, issuing senior securities, underwriting securities, and investing in commodities.  Fundamental investment policies cannot be changed without shareholder approval.  The fundamental investment policies of each Target Fund and each corresponding Acquiring Fund are similar to one another, with certain exceptions, and include certain investment policies required by the Investment Company Act of 1940, as amended (the “1940 Act”).  For more information about the Funds’ fundamental investment policies, see the section below entitled “Comparison of Fundamental and Non-Fundamental Investment Policies.”

 

Do the principal risks associated with investments in the Target Funds differ from the principal risks associated with investments in the Acquiring Funds?

 

The principal risks of the Acquiring Funds are substantially similar to those of the Target Funds.  For a detailed comparison of each Fund’s principal risks, see the section below entitled “Comparison of Investment Objectives, Strategies and Risks.”

 

How many votes am I entitled to cast?

 

As a shareholder of a Target Fund, you are entitled to one vote for each whole share, and a proportionate fractional vote for each fractional share, that you own of a Target Fund on the record date.  The record date is June 24, 2013 (the “Record Date”).  Completion of each Reorganization is conditioned on the approval of the Reorganization by the relevant Target Fund’s shareholders.

 

How do I vote my shares?

 

You can vote your shares in person at the Meeting or by completing and signing the enclosed Proxy Card and mailing it in the enclosed postage-paid envelope.  You may also vote by touch-tone telephone by calling the toll-free number printed on your Proxy Card and following the recorded instructions, or by Internet by going to the website printed on your Proxy Card and following the instructions.  If you need any assistance, or have any questions regarding the Proposal or how to vote your shares, please call 1-800-433-6884.

 

What are the quorum and approval requirements for the Reorganizations?

 

Holders of at least a majority of the total number of shares of each Target Fund that are outstanding as of the Record Date, and who are present in person or by proxy at the Meeting, shall constitute a quorum for the purpose of voting on the Proposal with respect to the relevant Target Fund.  Approval of the Reorganization with respect to the Target Fund requires the affirmative vote of 67% or more of the outstanding voting securities of such Target Fund present at the Meeting, if the holders of more than 50% of the outstanding voting securities of such Target Fund as of the record date are present or represented by proxy, or of more than 50% of the outstanding voting securities of such Target Fund as of the record date, whichever is less (a “1940 Act Majority”).

 

What if there are not enough votes to reach a quorum or to approve the Reorganizations by the scheduled Meeting date?

 

If there are not sufficient votes to approve the Proposal or to achieve a quorum by the time of the Meeting, the Meeting may be postponed or adjourned one or more times to permit further solicitation of proxy votes.  To facilitate the receipt of a sufficient number of votes, additional action may be needed.  Broadridge Financial Solutions, Inc. (“Broadridge”), proxy solicitation firm, or other persons who are affiliated with HCM, NF Advisors, the HighMark Trust, the NMF Trust or their affiliates, may contact you by mail or telephone.  Therefore, we encourage shareholders to vote as soon as they review the enclosed proxy materials to avoid additional mailings or telephone calls.

 

Voting your shares immediately will help minimize additional solicitation expenses and prevent the need to call you and solicit your vote.

 

What happens if a Reorganization is not approved by a Target Fund’s shareholders?

 

If the shareholders of a Target Fund do not approve the Reorganization with respect to such Target Fund, HCM will consider other alternatives including recommending that the HighMark Board consider the liquidation of such non-approving Target Fund, which could be a taxable event for shareholders of that Target Fund.

 

 

 

                The Reorganization of each Target Fund is not conditioned upon the Reorganization of any other Target Fund. Accordingly, if shareholders of one Target Fund approve its Reorganization, but shareholders of another Target Fund do not approve the other Target Fund’s Reorganization, it is expected that the Reorganization of the first Target Fund will take place as described in this Proxy Statement/Prospectus.

 

What shares am I entitled to vote?

You can only vote shares held as of the Record Date of a Target Fund and cannot vote shares not held as of the Record Date.  If a Reorganization is approved with respect to a Target Fund, even if you voted against such Reorganization, you will participate in the Reorganization and receive shares of the corresponding Acquiring Fund unless you redeem your shares prior to the Closing Date.

 

COMPARISON OF THE TARGET FUNDS AND THE ACQUIRING FUNDS

 

Comparison of Fee Tables

 

The tables below allow a shareholder to compare the sales charges, management fees and expense ratios of each Target Fund with the corresponding Acquiring Fund and to analyze the estimated expenses that the Acquiring Fund expects to bear following the Reorganization.  There will be no sales charge on the Acquiring Fund Shares received as part of the Reorganization, but future purchases of shares will be subject to a sales charge unless you qualify for a sales charge waiver.  Annual Fund Operating Expenses are paid by each Fund.  They include management fees, administrative costs and distribution and shareholder servicing fees, including pricing and custody services.  For each Acquiring Fund, Annual Fund Operating Expenses (and related Expense Examples) are presented on a pro forma combined basis.

 

The Annual Fund Operating Expenses shown in the tables below are based on expenses for the twelve-month period ended July 31, 2012 for each Target Fund.  The numbers provided in the following expense tables and examples for each Acquiring Fund are estimates because the Acquiring Funds have not commenced operations as of the date of this Proxy Statement/Prospectus.  As such, the rate at which expenses are accrued during the fiscal year may not be constant and, at any particular point, may be greater or less than the stated average percentage.

 

 

 

 

 

1	If you sell Class A Shares within one year of buying them and you purchased those shares without a sales charge because your initial investment was $1 million or greater, you must pay a Deferred Sales Charge of 1.00%.

 

2

HCM has contractually agreed to waive fees and reimburse expenses to the extent total operating expenses of Class A, Class B, Class C and Fiduciary Class Shares of the Fund (excluding portfolio brokerage and transaction costs, taxes relating to transacting in foreign securities, if any, extraordinary expenses and any expenses indirectly incurred by the Fund through investments in pooled investment vehicles (collectively, the “Excluded Costs”)) exceed 1.38%, 1.98%, 1.98% and 1.13%, respectively, of the average daily net assets of the Fund attributable to Class A, Class B, Class C and Fiduciary Class Shares, respectively, for the period from December 1, 2012 to November 30, 2013, at which time HCM will determine whether or not to renew or revise the agreement.  HCM may recoup from the Fund any of the fees and expenses it has waived and/or reimbursed until the end of the third fiscal year after the end of the fiscal year in which such waiver and/or reimbursement occurs, subject to certain limitations.  The Fund will make such payment with respect to a class of shares of the Fund only if the operating expenses of such class of shares (exclusive of the Excluded Costs), without regard to such payment, are at an annual rate (as a percentage of the average daily net assets of the Fund attributable to such class of shares) of less than 1.38% with respect to Class A Shares, 1.98% with respect to Class B Shares, 1.98% with respect to Class C Shares and 1.13% with respect to Fiduciary Class Shares.  Any such recoupment would reduce the Fund’s future total return.

 

 

3	Other Expenses are based on estimated amounts for the current fiscal year.

 

 

 

 

1	If you sell Class A Shares within one year of buying them and you purchased those shares without a sales charge because your initial investment was $1 million or greater, you must pay a Deferred Sales Charge of 1.00%.

 

2

HCM has contractually agreed to waive fees and reimburse expenses to the extent total operating expenses of Class A, Class C and Fiduciary Class Shares of the Fund (excluding portfolio brokerage and transaction costs, taxes relating to transacting in foreign securities, if any, extraordinary expenses and any expenses indirectly incurred by the Fund through investments in pooled investment vehicles (collectively, the “Excluded Costs”)) exceed 1.62%, 2.22% and 1.37%, respectively, of the average daily net assets of the Fund attributable to Class A, Class C and Fiduciary Class Shares, respectively, for the period from December 1, 2012 to November 30, 2013, at which time HCM will determine whether or not to renew or revise the agreement.  HCM may recoup from the Fund any of the fees and expenses it has waived and/or reimbursed until the end of the third fiscal year after the end of the fiscal year in which such waiver and/or reimbursement occurs, subject to certain limitations.  The Fund will make such payment with respect to a class of shares of the Fund only if the operating expenses of such class of shares (exclusive of the Excluded Costs), without regard to such payment, are at an annual rate (as a percentage of the average daily net assets of the Fund attributable to such class of shares) of less than 1.62% with respect to Class A Shares, 2.22% with respect to Class C Shares and 1.37% with respect to Fiduciary Class Shares.  Any such recoupment would reduce the Fund’s future total return.

 

 

3	Other Expenses are based on estimated amounts for the current fiscal year.

 

 

4

NMF Trust and NF Advisors have entered into a written contract limiting operating expenses to 1.62% for Class A Shares, 2.22% for Class C Shares and 1.37% for Institutional Service Class Shares until at least [_____, 2015].  Under the expense limitation agreement, the level to which operating expenses are limited excludes any taxes, interest, brokerage commissions, acquired fund fees and expenses, short-sale dividend expenses, other expenses which are capitalized in accordance with generally accepted accounting principles and expenses incurred by the Fund in connection with any merger or reorganization, and may exclude other non-routine expenses not incurred in the ordinary course of the Fund’s business.  The expense limitation agreement may be changed or eliminated at any time but only with the consent of the NMF Board.  The NMF Trust is authorized to reimburse NF Advisors for management fees previously waived and/or for expenses previously paid by NF Advisors, provided, however, that any reimbursements must be paid at a date not more than three years after the fiscal year in which NF Advisors waived the fees or reimbursed the expenses and the reimbursements do not cause the Fund to exceed the expense limitation that was in place at the time NF Advisors waived the fees or reimbursed the expenses.

 

 

 

 

 

 

 

1	If you sell Class A Shares within one year of buying them and you purchased those shares without a sales charge because your initial investment was $1 million or greater, you must pay a Deferred Sales Charge of 1.00%.

 

2

HCM has contractually agreed to waive fees and reimburse expenses to the extent total operating expenses of Class A, Class C, Fiduciary Class and Class M Shares of the Fund (excluding portfolio brokerage and transaction costs, taxes relating to transacting in foreign securities, if any, extraordinary expenses and any expenses indirectly incurred by the Fund through investments in pooled investment vehicles (collectively, the “Excluded Costs”)) exceed 1.45%, 2.05%, 1.20% and 1.05%, respectively, of the average daily net assets of the Fund attributable to Class A, Class C, Fiduciary Class and Class M Shares, respectively, for the period from December 1, 2012 to November 30, 2013, at which time HCM will determine whether or not to renew or revise the agreement.  HCM may recoup from the Fund any of the fees and expenses it has waived and/or reimbursed until the end of the third fiscal year after the end of the fiscal year in which such waiver and/or reimbursement occurs, subject to certain limitations.  The Fund will make such payment with respect to a class of shares of the Fund only if the operating expenses of such class of shares (exclusive of the Excluded Costs), without regard to such payment, are at an annual rate (as a percentage of the average daily net assets of the Fund attributable to such class of shares) of less than 1.40% with respect to Class A Shares, 2.00% with respect to Class C Shares, 1.15% with respect to Fiduciary Class Shares and 1.00% with respect to Class M Shares.  Any such recoupment would reduce the Fund’s future total return.

 

 

3	Other Expenses are based on estimated amounts for the current fiscal year.

 

 

4

NMF Trust and NF Advisors have entered into a written contract limiting operating expenses to 1.45% for Class A Shares and 1.20% for Institutional Service Class Shares until at least [_____, 2015].  Under the expense limitation agreement, the level to which operating expenses are limited excludes any taxes, interest, brokerage commissions, acquired fund fees and expenses, short-sale dividend expenses, other expenses which are capitalized in accordance with generally accepted accounting principles and expenses incurred by the Fund in connection with any merger or reorganization, and may exclude other non-routine expenses not incurred in the ordinary course of the Fund’s business.  The expense limitation agreement may be changed or eliminated at any time but only with the consent of the NMF Board.  The NMF Trust is authorized to reimburse NF Advisors for management fees previously waived and/or for expenses previously paid by NF Advisors, provided, however, that any reimbursements must be paid at a date not more than three years after the fiscal year in which NF Advisors waived the fees or reimbursed the expenses and the reimbursements do not cause the Fund to exceed the expense limitation that was in place at the time NF Advisors waived the fees or reimbursed the expenses.

 

 

 

 

 

 

1	If you sell Class A Shares within one year of buying them and you purchased those shares without a sales charge because your initial investment was $1 million or greater, you must pay a Deferred Sales Charge of 1.00%.

 

2

HCM has contractually agreed to waive fees and reimburse expenses to the extent total operating expenses of Class A, Class B, Class C, Fiduciary Class and Class U Shares of the Fund (excluding portfolio brokerage and transaction costs, taxes relating to transacting in foreign securities, if any, extraordinary expenses and any expenses indirectly incurred by the Fund through investments in pooled investment vehicles (collectively, the “Excluded Costs”)) exceed 1.25%, 1.85%, 1.85%, 1.00% and 0.87%, respectively, of the average daily net assets of the Fund attributable to Class A, Class B, Class C, Fiduciary Class and Class U Shares, respectively, for the period from December 1, 2012 to November 30, 2013, at which time HCM will determine whether or not to renew or revise the agreement.  HCM may recoup from the Fund any of the fees and expenses it has waived and/or reimbursed until the end of the third fiscal year after the end of the fiscal year in which such waiver and/or reimbursement occurs, subject to certain limitations.  The Fund will make such payment with respect to a class of shares of the Fund only if the operating expenses of such class of shares (exclusive of the Excluded Costs), without regard to such payment, are at an annual rate (as a percentage of the average daily net assets of the Fund attributable to such class of shares) of less than 1.22% with respect to Class A Shares, 1.82% with respect to Class B Shares, 1.82% with respect to Class C Shares, 0.97% with respect to Fiduciary Class Shares and 0.87% with respect to Class U Shares.  Any such recoupment would reduce the Fund’s future total return.

 

 

3	Other Expenses are based on estimated amounts for the current fiscal year.

 

 

 

1	If you sell Class A Shares within one year of buying them and you purchased those shares without a sales charge because your initial investment was $1 million or greater, you must pay a Deferred Sales Charge of 1.00%.

 

 

2

The amounts indicated are expenses indirectly incurred by the Fund through investments in certain pooled investment vehicles (“Acquired Funds”) for the fiscal year ended July 31, 2012.  Actual Acquired Fund fees and expenses will vary depending on the Acquired Funds in which the Fund’s portfolio is invested.

 

 

3

The Total Annual Fund Operating Expenses in this fee table do not correlate to the expense ratio in the Fund’s financial statements (or the financial highlights in this Proxy Statement/Prospectus) because the financial statements include only the direct operating expenses incurred by the Fund, not the indirect costs of investing in Acquired Funds.

 

4

HCM has contractually agreed to waive fees and reimburse expenses to the extent total operating expenses of Class A, Class C, Fiduciary Class and Class M Shares of the Fund (excluding portfolio brokerage and transaction costs, taxes relating to transacting in foreign securities, if any, extraordinary expenses and any expenses indirectly incurred by the Fund through

 

investments in pooled investment vehicles (collectively, the “Excluded Costs”) exceed 1.47%, 2.07%, 1.22% and 1.07%, respectively, of the average daily net assets of the Fund attributable to Class A, Class C, Fiduciary Class and Class M Shares, respectively, for the period from December 1, 2012 to November 30, 2013, at which time HCM will determine whether or not to renew or revise the agreement.  HCM may recoup from the Fund any of the fees and expenses it has waived and/or reimbursed until the end of the third fiscal year after the end of the fiscal year in which such waiver and/or reimbursement occurs, subject to certain limitations.  The Fund will make such payment with respect to a class of shares of the Fund only if the operating expenses of such class of shares (exclusive of the Excluded Costs), without regard to such payment, are at an annual rate (as a percentage of the average daily net assets of the Fund attributable to such class of shares) of less than 1.42% with respect to Class A Shares, 2.02% with respect to Class C Shares, 1.17% with respect to Fiduciary Class Shares and 1.02% with respect to Class M Shares.  Any such recoupment would reduce the Fund’s future total return.

 

 

5	Other Expenses are based on estimated amounts for the current fiscal year.

 

 

6

NMF Trust and NF Advisors have entered into a written contract limiting operating expenses to 1.47% for Class A Shares and 1.22% for Institutional Service Class Shares until at least [_____, 2015].  Under the expense limitation agreement, the level to which operating expenses are limited excludes any taxes, interest, brokerage commissions, acquired fund fees and expenses, short-sale dividend expenses, other expenses which are capitalized in accordance with generally accepted accounting principles and expenses incurred by the Fund in connection with any merger or reorganization, and may exclude other non-routine expenses not incurred in the ordinary course of the Fund’s business.  The expense limitation agreement may be changed or eliminated at any time but only with the consent of the NMF Board.  The NMF Trust is authorized to reimburse NF Advisors for management fees previously waived and/or for expenses previously paid by NF Advisors, provided, however, that any reimbursements must be paid at a date not more than three years after the fiscal year in which NF Advisors waived the fees or reimbursed the expenses and the reimbursements do not cause the Fund to exceed the expense limitation that was in place at the time NF Advisors waived the fees or reimbursed the expenses.

 

 

 

 

1	If you sell Class A Shares within one year of buying them and you purchased those shares without a sales charge because your initial investment was $1 million or greater, you must pay a Deferred Sales Charge of 1.00%.

 

2

HCM has contractually agreed to waive fees and reimburse expenses to the extent total operating expenses of Class A, Class C, Fiduciary Class and Class M Shares of the Fund (excluding portfolio brokerage and transaction costs, taxes relating to transacting in foreign securities, if any, extraordinary expenses and any expenses indirectly incurred by the Fund through investments in pooled investment vehicles (collectively, the “Excluded Costs”) exceed 1.42%, 2.12%, 1.27% and 1.12%, respectively, of the average daily net assets of the Fund attributable to Class A, Class C, Fiduciary Class and Class M Shares, respectively, for the period from December 1, 2012 to November 30, 2013, at which time HCM will determine whether or not to renew or revise the agreement.  HCM may recoup from the Fund any of the fees and expenses it has waived and/or reimbursed until the end of the third fiscal year after the end of the fiscal year in which such waiver and/or reimbursement occurs, subject to certain limitations.  The Fund will make such payment with respect to a class of shares of the Fund only if the operating expenses of such class of shares (exclusive of the Excluded Costs), without regard to such payment, are at an annual rate (as a percentage of the average daily net assets of the Fund attributable to such class of shares) of less than 1.42% with respect to Class A Shares, 2.12% with respect to Class C Shares, 1.27% with respect to

 

Fiduciary Class Shares and 1.12% with respect to Class M Shares.  Any such recoupment would reduce the Fund’s future total return.

 

 

3	Other Expenses are based on estimated amounts for the current fiscal year.