Agreement and Plan of Reorganization (2005)Full Document 

Start of Preview
                      AGREEMENT AND PLAN OF REORGANIZATION

        AGREEMENT AND PLAN OF REORGANIZATION dated as of October 13, 2005 (the
"Agreement"), between THE ADVISORS' INNER CIRCLE FUND (the "Acquired Fund
Trust"), a Massachusetts business trust, on behalf of ANALYTIC DEFENSIVE EQUITY
FUND (the "Acquired Fund"), and OLD MUTUAL ADVISOR FUNDS (the "Acquiring Fund
Trust"), a Delaware statutory trust, on behalf of OLD MUTUAL ANALYTIC DEFENSIVE
EQUITY FUND (the "Acquiring Fund"). All agreements, representations, actions,
obligations and covenants described herein made or to be taken or undertaken by
the Acquired Fund and the Acquiring Fund are made and shall be taken or
undertaken by the Acquired Fund Trust on the Acquired Fund's behalf and by the
Acquiring Fund Trust on the Acquiring Fund's behalf.

        This Agreement is intended to be and is adopted as a plan of
reorganization within the meaning of Treasury Regulation Section 1.368-2(g). The
reorganization will consist of the transfer of all of the assets of the Acquired
Fund to the Acquiring Fund in exchange solely for Class A, Class C and Class Z
shares of beneficial interest, par value $0.001 per share, of the Acquiring Fund
(the "Acquiring Fund Shares") and the assumption by the Acquiring Fund of all of
the liabilities of the Acquired Fund and the distribution, after the Closing
Date hereinafter referred to, of the Acquiring Fund Shares to the holders of
Class A, Class C and Institutional Class shares, as applicable, of the Acquired
Fund in complete liquidation of the Acquired Fund as provided herein, all upon
the terms and conditions hereinafter set forth in this Agreement (the
"Reorganization"). The parties hereto intend that the Reorganization will
qualify as a "reorganization" as defined in Section 368(a)(1) of the United
States Internal Revenue Code of 1986, as amended (the "Code").

        WHEREAS, the Acquired Fund is a series of the Acquired Fund Trust, a
registered, open-end management investment company, and the Acquiring Fund is a
series of the Acquiring Fund Trust, a registered, open-end management investment
company;

        WHEREAS, the Acquired Fund Trust's Board has determined that the
Reorganization is in the best interests of the Acquired Fund and the Acquired
Fund's shareholders and that the interests of the Acquired Fund's existing
shareholders will not be diluted as a result of the Reorganization; and

        WHEREAS, the Acquiring Fund Trust's Board has determined that the
Reorganization is in the best interests of the Acquiring Fund:

        NOW THEREFORE, in consideration of the premises and of the covenants and
agreements hereinafter set forth, the parties agree as follows:

1.      THE REORGANIZATION.

        1.1     Subject to the requisite approval of the Acquired Fund's
shareholders and the other terms and conditions contained herein, the Acquired
Fund agrees to assign, transfer and convey to the Acquiring Fund all of the
assets of the Acquired Fund, as set forth in paragraph 1.2, and the Acquiring
Fund agrees in exchange therefor: (a) to deliver to the Acquired Fund the number
of Acquiring Fund Shares, including fractional Acquiring Fund Shares, determined
as set forth in paragraph 2.3; and (b) to assume all of the liabilities of the
Acquired Fund, as set forth in paragraph 1.3. Such transactions shall take place
at the closing (the "Closing") as of the close of business on the closing date
(the "Closing Date") provided for in paragraph 3.1. In lieu of delivering
certificates for the Acquiring Fund Shares, the Acquiring Fund shall credit the
Acquiring Fund Shares to the Acquired Fund's account on the books of the
Acquiring Fund and shall deliver a confirmation thereof to the Acquired Fund.

        1.2     (a)     The assets of the Acquired Fund to be transferred to the
        Acquiring Fund shall consist of all assets and property, tangible and
        intangible, including, without limitation, all portfolio securities,
        cash, cash equivalents, commodities and futures interests, dividends and
        interests receivable, and all contractual rights and causes of action
        that are owned by the Acquired Fund, and any deferred or prepaid
        expenses shown as an asset on the books of the Acquired Fund, on the
        Closing Date (the "Assets"). The Acquiring Fund also shall be entitled
        to receive copies of all books and records that pertain to the Acquired
        Fund that the Acquired Fund Trust is required to maintain under the
        Investment Company Act of 1940, as amended (the "1940 Act"), and the
        rules of the Securities and Exchange Commission (the "Commission")
        thereunder.



                (b)     The Assets shall be delivered to Wachovia Bank, National
        Association, 123 S. Broad Street, Philadelphia, Pennsylvania 19109, the
        Acquiring Fund's custodian ("Wachovia"), for the account of the
        Acquiring Fund, with all securities not in bearer or book-entry form
        duly endorsed, or accompanied by duly executed separate assignments or
        stock powers, in proper form for transfer, with signatures guaranteed,
        and with all necessary stock transfer stamps, sufficient to transfer
        good and marketable title thereto (including all accrued interest and
        dividends and rights pertaining thereto) to Wachovia for the account of
        the Acquiring Fund free and clear of all liens, encumbrances, rights,
        restrictions and claims. All cash so delivered shall be in the form of
        immediately available funds payable to the order of Wachovia for the
        account of the Acquiring Fund.

        1.3     The Acquired Fund will, to the extent permissible and consistent
with its own investment objective and policies, endeavor to discharge all of its
liabilities and obligations prior to the Closing Date. The Acquiring Fund shall
assume all remaining liabilities of, allocated or attributable to, the Acquired
Fund, whether known or unknown, accrued or unaccrued, absolute or contingent or
conditional or unmatured (the "Liabilities"). Without limiting the foregoing,
Acquiring Fund Trust agrees to assume the obligation of Acquired Fund Trust to
indemnify and hold harmless the trustees and officers of Acquired Fund Trust
with respect to any action or omission or alleged action or omission relating to
the Acquired Fund prior to the Reorganization, including the obligation to
advance expenses, to the maximum extent permitted by applicable law and as set
forth in Acquired Fund Trust's Agreement and Declaration of Trust, as amended
(the "Acquired Fund Trust's Charter"), and By-Laws.

        1.4     The Acquired Fund will pay or cause to be paid to the Acquiring
Fund any dividends and interest received on or after the Closing Date with
respect to the Assets transferred to the Acquiring Fund hereunder. The Acquired
Fund will transfer to the Acquiring Fund any distributions, rights or other
assets received by the Acquired Fund after the Closing Date as distributions on
or with respect to the securities transferred. Such assets shall be deemed
included in the Assets and shall not be separately valued.

        1.5     As soon after the Closing Date as is conveniently practicable,
the Acquired Fund will distribute pro rata to holders of record of the Acquired
Fund's Class A and Class C shares, determined as of the close of business on the
Closing Date, Class A and Class C Acquiring Fund Shares, respectively, and will
distribute pro rata to holders of record of the Acquired Fund's Institutional
Class shares, determined as of the close of business on the Closing Date, Class
Z shares received by the Acquired Fund (holders of record of the Acquired Fund's
shares as of the Closing Date, "Acquired Fund Shareholders") pursuant to
paragraph 1.1, and will completely liquidate. Such distribution and liquidation
will be accomplished, with respect to each class of the Acquired Fund's shares,
by the transfer of the applicable class of Acquiring Fund Shares then credited
to the account of the Acquired Fund on the books of the Acquiring Fund to open
accounts on the share records of the Acquiring Fund in the names of the Acquired
Fund Shareholders and representing the respective pro rata number of the

End of Preview