EXHIBIT B
FORM OF AGREEMENT AND PLAN OF REORGANIZATION AND LIQUIDATION
AGREEMENT AND PLAN OF REORGANIZATION AND LIQUIDATION dated as of
__________, 2001 (the "Agreement"), between and among UAM Funds, Inc., a
Maryland corporation ("UAM"), with its principal place of business at One
Freedom Valley Drive, Oaks, PA 19456, with regard to its C&B Equity
Portfolio, C&B Equity Portfolio for Taxable Investors and C&B Mid Cap
Equity Portfolio (each an "Acquired Fund" and, collectively, the "Acquired
Funds"); The Advisors' Inner Circle Fund, a Massachusetts business trust
("AIC"), with its principal place of business at 101 Federal Street,
Boston, MA 02110, with regard to its C&B Equity Portfolio, C&B Equity
Portfolio for Taxable Investors and C&B Mid Cap Equity Portfolio (the
"Acquiring Funds"); and Cooke & Bieler, L.P., a Pennsylvania limited
partnership, with its principal place of business at 1700 Market Street,
Philadelphia, PA 19103 (with respect to the provisions of Paragraph 17
only).
WHEREAS, UAM was organized under Maryland law as a corporation under
Articles of Incorporation dated October 11, 1988. UAM is an open-end
management investment company registered under the Investment Company Act
of 1940, as amended (the "1940 Act"). UAM has authorized capital
consisting of 3 billion shares of common stock with $0.001 par value. The
Acquired Funds are validly existing series of UAM. Each Acquired Fund has
25,000,000 Institutional Class Shares and 10,000,000 Institutional Service
Class Shares authorized by its Charter. Each Acquired Fund has only
Institutional Class Shares issued and outstanding;
WHEREAS, AIC was organized under Massachusetts law as a business trust
under a Declaration of Trust dated July 18, 1991 and amended February 18,
1997. AIC is an open-end management investment company registered under
the 1940 Act. AIC has authorized capital consisting of an unlimited number
of shares of beneficial interest with no par value. The Acquiring Funds
are duly organized and validly existing series of AIC;
NOW, THEREFORE, in consideration of the mutual promises herein
contained and intending to be legally bound hereby, the parties hereto
agree to effect the transfer of all of the assets of each Acquired Fund
solely in exchange for the assumption by each corresponding Acquiring Fund
of all of the liabilities of each Acquired Fund and shares of beneficial
interest of the Institutional class of each corresponding Acquiring Fund
("Acquiring Fund Shares") followed by the distribution, at the Effective
Time (as defined in Section 12 of this Agreement), of such Acquiring Fund
Shares to the holders of Institutional Class Shares of each Acquired Fund
("Acquired Fund Shares") on the terms and conditions hereinafter set forth
in liquidation of the Acquired Funds. The parties hereto covenant and agree
as follows:
1. Plan of Reorganization. At the Effective Time, the Acquired Funds will
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assign, deliver and otherwise transfer all of their assets and good and
marketable title thereto,
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and assign all of the liabilities as are set forth in a statement of assets
and liabilities, to be prepared as of the Valuation Time (the "Statement of
Assets and Liabilities") to the Acquiring Funds free and clear of all
liens, encumbrances and adverse claims except as provided in this
Agreement, and the Acquiring Funds shall acquire all such assets, and shall
assume all such liabilities of the Acquired Funds, in exchange for delivery
to the Acquired Funds by the Acquiring Funds of a number of Acquiring Funds
Shares (both full and fractional) equivalent in number and value to the
Acquired Funds Shares outstanding immediately prior to the Effective Time.
Shareholders of record of Institutional Class Shares of an Acquired Fund at
the Effective Time will be credited with full and fractional Shares of an
Acquiring Fund. The assets and stated liabilities of the Acquired Funds
shall be exclusively assigned to and assumed by the Acquiring Funds. All
debts, liabilities, obligations and duties of the Acquired Funds, to the
extent that they exist at or after the Effective Time shall after the
Effective Time attach to the Acquiring Funds and may be enforced against
the Acquiring Funds to the same extent as if the same had been incurred by
the Acquiring Funds.
2. Transfer of Assets. The assets of the Acquired Funds to be acquired by
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the corresponding Acquiring Funds and allocated thereto shall include,
without limitation, all cash, cash equivalents, securities, receivables
(including interest and dividends receivable) as set forth in the Statement
of Assets and Liabilities, as well as any claims or rights of action or
rights to register shares under applicable securities laws, any books or
records of the Acquired Funds and other property owned by the Acquired
Funds at the Effective Time.
3. Calculations.
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(a) The number of Acquiring Fund Shares issued to an Acquired
Fund pursuant to Section 1 hereof will be the number of issued and
outstanding Acquired Fund Shares at the Valuation Time.
(b) The net asset value of each class of the Acquiring Fund
Shares shall be the net asset value of the Acquired Funds' shares at the
Valuation Time. The net asset value of shares of each class of an Acquired
Fund shall be computed at the Valuation Time in the manner set forth in
such Acquired Fund's then current prospectus under the Securities Act of
1933 (the "1933 Act").
4. Valuation of Assets. The value of the assets of an Acquired Fund shall
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be the value of such assets computed as of the time at which an Acquired
Fund's net asset value is calculated at the Valuation Time (as hereinafter
defined). The net asset value of the assets of an Acquired Fund to be
transferred to an Acquiring Fund shall be computed by UAM (and shall be
subject to adjustment by the amount, if any, agreed to by UAM and the
Acquired Fund and AIC and the respective Acquiring Fund). In determining
the value of the securities transferred by an Acquired Fund to an Acquiring
Fund, each security shall be priced in accordance with the pricing policies
and procedures of the Acquired Fund as described in its then current
prospectus and statement of additional information. For such purposes,
price quotations and the security characteristics relating
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to establishing such quotations shall be determined by UAM, provided that
such determination shall be subject to the approval of AIC. UAM and AIC
agree to use all commercially reasonable efforts to resolve, prior to the
Valuation Time, any material pricing differences between the prices of
portfolio securities determined in accordance with the pricing policies and
procedures of the Acquiring Fund and those determined in accordance with
the pricing policies and procedures of the Acquired Fund.
5. Valuation Time. The valuation time shall be 4:00 p.m., Eastern Time,
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on November 2, 2001, or such earlier or later date and time as may be
mutually agreed in writing by an authorized officer of each of the parties
(the "Valuation Time"). Notwithstanding anything herein to the contrary,
in the event that at the Valuation Time, (a) the New York Stock Exchange
shall be closed to trading or trading thereon shall be restricted or (b)
trading or the reporting of trading on such exchange or elsewhere shall be
disrupted so that, in the judgment of AIC or UAM, accurate appraisal of the
value of the net assets of an Acquiring Fund or an Acquired Fund is
impracticable, the Valuation Time shall be postponed until the first
business day after the day when trading shall have been fully resumed
without restriction or disruption, reporting shall have been restored and
accurate appraisal of the value of the net assets of an Acquiring Fund is
practicable.
6. Liquidation of the Acquired Funds and Cancellation of Shares. At the
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Effective Time, the Acquired Funds will liquidate and the Acquiring Funds
Shares (both full and fractional) received by the Acquired Funds will be
distributed to the shareholders of record of the Acquired Funds as of the
Effective Time in exchange for their respective Acquired Funds Shares and
in complete liquidation of the Acquired Funds. Each shareholder of the
Acquired Funds will receive a number of Acquiring Funds Shares equal in
number and value to the Acquired Funds Shares held by that shareholder, and
each Acquiring Fund Share and its respective Acquired Fund Share will be of
equivalent net asset value per share. Such liquidation and distribution
will be accompanied by the establishment of an open account on the share
records of the Acquiring Funds in the name of each shareholder of the
Acquired Funds and representing the respective number of Acquiring Fund
Shares due such shareholder. All of the issued and outstanding shares of
the Acquired Funds shall be cancelled on the books of UAM at the Effective
Time and shall thereafter represent only the right to receive Acquiring
Fund Shares. The Acquired Funds' transfer books shall be closed
permanently. UAM also will file Articles of Amendment to its Charter with
the Maryland State Department of Assessments and Taxation to effect further
cancellation of such shares.
7. Representations and Warranties of the Acquiring Funds. Each Acquiring
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Fund represents and warrants to its respective Acquired Fund as follows:
(a) Organization, Existence, etc. AIC is a business trust duly
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organized and validly existing under the laws of the Commonwealth
of Massachusetts and has the power to carry on its business as it
is now being conducted.
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(b) Registration as Investment Company. AIC is registered under
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the 1940 Act as an open-end management investment company; such
registration has not been revoked or rescinded and is in full
force and effect.
(c) Shares to be Issued Upon Reorganization. The Acquiring Fund
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Shares to be issued by the Acquiring Fund in connection with the
Reorganization have been duly authorized and upon consummation of
the Reorganization will be validly issued, fully paid and non-
assessable. Prior to the Effective Time, there shall be no
issued and outstanding Acquiring Fund Shares or any other
securities issued by the Acquiring Fund.
(d) Authority Relative to this Agreement. AIC, on behalf of each
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Acquiring Fund, has the power to enter into this Agreement and to
carry out its obligations hereunder. The execution, delivery and
performance of this Agreement, and the consummation of the
transactions contemplated hereby, have been duly authorized by
AIC's Board of Trustees, and no other proceedings by the
Acquiring Funds are necessary to authorize AIC's officers to
effectuate this Agreement and the transactions contemplated
hereby. Each of the Acquiring Funds is not a party to or
obligated under any charter, by-law, indenture or contract
provision or any other commitment or obligation, or subject to
any order or decree, which would be violated by its executing and
carrying out this Agreement.
(e) Liabilities. There are no liabilities of the Acquiring
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Funds, whether or not determined or determinable, other than
liabilities incurred in the ordinary course of business
subsequent to the Effective Time or otherwise disclosed to the
Acquired Funds, none of which has been materially adverse to the
business, assets or results of operations of the Acquiring Funds.
AIC's Registration Statement, which is on file with the
Securities and Exchange Commission (the "SEC"), does not contain
an untrue statement of material fact or omit a material fact that
is required to be stated therein or that is necessary to make the
statements therein not misleading.
(f) Litigation. Except as disclosed to the Acquired Funds, there
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are no claims, actions, suits or proceedings pending or, to the
actual knowledge of the Acquiring Funds, threatened which would
materially adversely affect the Acquiring Funds or their assets
or business or which would prevent or hinder in any material
respect consummation of the transactions contemplated hereby.
(g) Contracts. Except for contracts and agreements disclosed to
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the Acquired Funds, under which no default exists, each of the
Acquiring Funds is not a party to or subject to any material
contract, debt instrument,
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plan, lease, franchise, license or permit of any kind or nature
whatsoever with respect to the Acquiring Funds.
(h) Taxes. As of the Effective Time, all Federal and other tax
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returns and reports of the Acquiring Fund required by law to have
been filed shall have been filed, and all other taxes shall have
been paid so far as due, or provision shall have been made for
the payment thereof, and to the best of the Acquiring Fund's
knowledge, no such return is currently under audit and no
assessment has been asserted with respect to any of such returns.
8. Representations and Warranties of the Acquired Funds. Each
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Acquired Fund represents and warrants to its respective Acquiring Fund
as follows:
(a) Organization, Existence, etc. UAM is a corporation duly
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organized and validly existing under the laws of the State of
Maryland and has the power to carry on its business as it is now
being conducted.
(b) Registration as Investment Company. UAM is registered under
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the 1940 Act as an open-end management investment company; such
registration has not been revoked or rescinded and is in full
force and effect.
(c) Financial Statements. The audited financial statements of
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UAM relating to the Acquired Funds for the fiscal year ended
October 31, 2000, and the unaudited financial statements of the
Acquired Funds dated as of April 30, 2001 (the "Acquired Funds
Financial Statements"), as delivered to the Acquiring Funds,
fairly present the financial position of the Acquired Funds as of
the dates thereof, and the results of its operations and changes
in its net assets for the periods indicated.
(d) Marketable Title to Assets. Each of the Acquired Funds will
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have, at the Effective Time, good and marketable title to, and
full right, power and authority to sell, assign, transfer and
deliver, the assets to be transferred to the Acquiring Funds.
Upon delivery and payment for such assets, each of the Acquiring
Funds will have good and marketable title to such assets without
restriction on the transfer thereof free and clear of all liens,
encumbrances and adverse claims.
(e) Authority Relative to this Agreement. UAM, on behalf of each
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Acquired Fund, has the power to enter into this Agreement and to
carry out its obligations hereunder. The execution, delivery and
performance of this Agreement, and the consummation of the
transactions contemplated hereby, have been duly authorized by
the UAM's Board of Directors, and, except for approval by the
shareholders of the Acquired Funds, no other proceedings by the
Acquired Funds are necessary to authorize UAM's officers to
effectuate this Agreement and the transactions contemplated
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hereby. Each of the Acquired Funds is not a party to or obligated
under any charter, by-law, indenture or contract provision or any
other commitment or obligation, or subject to any order or
decree, which would be violated by its executing and carrying out
this Agreement.
(f) Liabilities. There are no liabilities of the Acquired Fund,
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whether or not determined or determinable, other than liabilities
disclosed or provided for in the Acquired Funds Financial
Statements and liabilities incurred in the ordinary course of
business prior to the Effective Time, or otherwise disclosed to
the Acquiring Funds, none of which has been materially adverse to
the business, assets or results of operations of the Acquired
Funds. UAM's Registration Statement, which is on file with the
Securities and Exchange Commission, does not contain an untrue
statement of a material fact or omit a material fact that is
required to be stated therein or that is necessary to make the
statements therein not misleading.
(g) Litigation. Except as disclosed to the Acquiring Funds,
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there are no claims, actions, suits or proceedings pending or, to
the knowledge of the Acquired Funds, threatened which would
materially adversely affect the Acquired Funds or their assets or
business or which would prevent or hinder in any material respect
consummation of the transactions contemplated hereby.
(h) Contracts. Except for contracts and agreements disclosed to
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the Acquiring Funds, under which no default exists, each of the
Acquired Funds, at the Effective Time, is not a party to or
subject to any material contract, debt instrument, plan, lease,
franchise, license or permit of any kind or nature whatsoever.
(i) Taxes. As of the Effective Time, all Federal and other tax
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returns and reports of each Acquired Fund required by law to have
been filed shall have been filed, and all other taxes shall have
been paid so far as due, or provision shall have been made for
the payment thereof, and to the best of the Acquired Fund's
knowledge, no such return is currently under audit and no
assessment has been asserted with respect to any of such returns.
9. Conditions Precedent to Obligations of the Acquiring Funds.
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(a) All representations and warranties of the Acquired Funds
contained in this Agreement shall be true and correct in all
material respects as of the date hereof and, except as they may
be affected by the transactions contemplated by this Agreement,
as of the Effective Time, with the same force and effect as if
made on and as of the Effective Time. At the Effective Time, AIC
shall have received a certificate from the President or Vice
President of UAM, dated as of such date, certifying on
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behalf of UAM that as of such date that the conditions set forth
in this clause (a) have been met.
(b) The Acquiring Funds shall have received an opinion of counsel
on behalf of the Acquired Funds, dated as of the Effective Time,
addressed and in form and substance satisfactory to counsel for
the Acquiring Funds, to the effect that (i) UAM is duly organized
under the laws of the State of Maryland and the Acquired Funds
are validly existing series of UAM; (ii) UAM is an open-end
management investment company registered under the 1940 Act;
(iii) this Agreement and the Reorganization provided for herein
and the execution of this Agreement have been duly authorized and
approved by all requisite corporate action on behalf of UAM and
this Agreement has been duly executed and delivered by UAM on
behalf of the Acquired Funds and is a valid and binding
obligation of UAM on behalf of the Acquired Funds, subject to
applicable bankruptcy, insolvency, fraudulent conveyance and
similar laws or court decisions regarding enforcement of
creditors' rights generally and such counsel shall express no
opinion with respect to the application of equitable principles
on any proceeding, whether at law or in equity, as to the
enforceability of any provision of this Agreement relating to
remedies after default, as to availability of any specific or
equitable relief of any kind or with respect to the provision of
this Agreement intended to limit liability for a particular
matter for a particular Acquired Fund and its assets, including
but not limited to Section 21 of this Agreement; and (iv) to the
best of counsel's knowledge, no consent, approval, order or other
authorization of any Federal or state court or administrative or
regulatory agency is required for UAM to enter into this
Agreement on behalf of the Acquired Funds or carry out its terms
that has not been obtained other than where the failure to obtain
any such consent, approval, order or authorization would not have
a material adverse effect on the operations of the Acquired
Funds. Such opinion may rely upon opinions of Venable, Baetjer
and Howard, LLP to the extent set forth in such opinion.
(c) Each Acquired Fund shall have delivered to its respective
Acquiring Fund at the Effective Time the Acquired Fund's
Statement of Assets and Liabilities, prepared in accordance with
generally accepted accounting principles consistently applied,
together with a certificate of the Treasurer or Assistant
Treasurer of the UAM as to the aggregate asset value of the
Acquired Fund's portfolio securities.
(d) At the Effective Time, UAM shall have performed and complied
in all material respects with each of its agreements and
covenants required by this Agreement to be performed or complied
with by UAM prior to or at the Effective Time and AIC shall have
received a certificate from the President or Vice President of
UAM, dated as of such date, certifying on
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behalf of UAM that the conditions set forth in this clause (d)
have been, continue to be, satisfied.
10. Conditions Precedent to Obligations of the Acquired Funds.
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(a) All representations and warranties of the Acquiring Funds
contained in this Agreement shall be true and correct in all
material respects as of the date hereof and, except as they may
be affected by the transactions contemplated by this Agreement,
as of the Effective Time, with the same force and effect as if
made on and as of the Effective Time. At the Effective Time, UAM
shall have received a certificate from the President or Vice
President of AIC, dated as of such date, certifying on behalf of
AIC that as of such date that the conditions set forth in this
clause (a) have been met.
(b) The Acquired Funds shall have received an opinion of counsel
on behalf of the Acquiring Funds, dated as of the Effective Time,
addressed and in form and substance satisfactory to counsel for
the Acquired Funds, to the effect that: (i) the Acquiring Funds
are duly organized and validly existing series of AIC under the
laws of the Commonwealth of Massachusetts; (ii) AIC is an open-
end management investment company registered under the 1940 Act;
(iii) this Agreement and the Reorganization provided for herein
and the execution of this Agreement have been duly authorized and
approved by all requisite corporate action of AIC on behalf of
each of the Acquiring Funds and this Agreement has been duly
executed and delivered by the Acquiring Funds and is a valid and
binding obligation of the Acquiring Funds, subject to applicable
bankruptcy, insolvency, fraudulent conveyance and similar laws or
court decisions regarding enforcement of creditors' rights
generally; (iv) to the best of counsel's knowledge, no consent,
approval, order or other authorization of any Federal or state
court or administrative or regulatory agency is required for each
of the Acquiring Funds to enter into this Agreement or carry out
its terms that has not already been obtained, other than where
the failure to obtain any such consent, approval, order or
authorization would not have a material adverse effect on the
operations of the Acquiring Funds; and (v) the Acquiring Fund
Shares to be issued in the Reorganization have been duly
authorized and upon issuance thereof in accordance with this
Agreement will be validly issued, fully paid and non-assessable.
(c) At the Effective Time, AIC shall have performed and complied
in all material respects with each of its agreements and
covenants required by this Agreement to be performed or complied
with by AIC prior to or at the Effective Time and UAM shall have
received a certificate from the President or Vice President of
AIC, dated as of such date, certifying on
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behalf of AIC that the conditions set forth in this clause (c)
have been, and continue to be, satisfied.
11. Further Conditions Precedent to Obligations of the Acquired Funds
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and the Acquiring Funds. The obligations of the Acquired Funds
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and the Acquiring Funds to effectuate this Agreement shall be
subject to the satisfaction of each of the following conditions:
(a) Such authority from the SEC and state securities commissions
as may be necessary to permit the parties to carry out the
transactions contemplated by this Agreement shall have been
received.
(b) With respect to the Acquired Funds, UAM will call a meeting
of shareholders to consider and act upon this Agreement and to
take all other actions reasonably necessary to obtain the
approval by shareholders of each of the Acquired Funds of this
Agreement and the transactions contemplated herein, including the
Reorganization and the termination of the Acquired Funds if the
Reorganization is consummated. UAM has prepared or will prepare
the notice of meeting, form of proxy and proxy statement
(collectively, "Proxy Materials") to be used in connection with
such meeting; provided that each Acquiring Fund has furnished or
will furnish information relating to it as is reasonably
necessary for the preparation of the Proxy Materials.
(c) The Registration Statement on Form N-1A of each Acquiring
Fund shall be effective under the 1933 Act and, to the best
knowledge of the Acquiring Funds, no investigation or proceeding
for that purpose shall have been instituted or be pending,
threatened or contemplated under the 1933 Act.
(d) The shares of the Acquiring Funds shall have been duly
qualified for offering to the public in all states of the United
States, the Commonwealth of Puerto Rico and the District of
Columbia (except where such qualifications are not required) so
as to permit the transfer contemplated by this Agreement to be
consummated.
(e) The Acquired Funds and the Acquiring Funds shall have
received on or before the Effective Time an opinion of counsel
satisfactory to the Acquired Funds and the Acquiring Funds, based
on customary officers' certificates provided by each,
substantially to the effect that for Federal income tax purposes:
(1) No gain or loss will be recognized to an Acquired Fund
upon the transfer of its assets in exchange solely for its
respective Acquiring Fund Shares and the assumption by each
Acquiring Fund of the corresponding Acquired Fund's stated
liabilities;
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(2) No gain or loss will be recognized to an Acquiring Fund
on its receipt of its respective Acquired Fund's assets in
exchange for the Acquiring Fund Shares and the assumption by
the Acquiring Fund of the corresponding Acquired Fund's
liabilities;
(3) The basis of an Acquired Fund's assets in the
corresponding Acquiring Fund's hands will be the same as the
basis of those assets in the Acquired Fund's hands
immediately before the conversion;
(4) Each Acquiring Fund's holding period for the assets
transferred to each Acquiring Fund by its respective
Acquired Fund will include the holding period of those
assets in the corresponding Acquired Fund's hands
immediately before the conversion;
(5) No gain or loss will be recognized to an Acquired Fund
on the distribution of its respective Acquiring Fund Shares
to the Acquired Fund's shareholders in exchange for their
Acquired Fund Shares;
(6) No gain or loss will be recognized to an Acquired
Fund's shareholders as a result of the Acquired Fund's
distribution of Acquiring Fund Shares to the Acquired Fund's
shareholders in exchange for the Acquired Fund's
shareholders' Acquired Fund Shares;
(7) The basis of the Acquiring Fund Shares received by each
Acquired Fund's shareholders will be the same as the
adjusted basis of that Acquired Fund's shareholders'
Acquired Fund Shares surrendered in exchange therefor; and
(8) The holding period of the Acquiring Fund Shares
received by each Acquired Fund's shareholders will include
the respective Acquired Fund's shareholders' holding period
for the Acquired Fund's shareholders' Acquired Fund Shares
surrendered in exchange therefor, provided that said
Acquired Fund Shares were held as capital assets on the date
of the conversion.
(f) A vote approving this Agreement and the Reorganization
contemplated hereby shall have been adopted by at least a majority of
the outstanding shares of each of the Acquired Funds entitled to vote
on the matter. However, provided that the Reorganization shall
continue to qualify for tax-free treatment under the Internal Revenue
Code of 1986, as amended, the failure of one Acquired Fund to
consummate the transactions contemplated hereby shall not affect the
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consummation or validity of the Reorganization with respect to the
other Acquired Funds. The provisions of this Agreement shall be
construed to effect this intent.
(g) The Board of Trustees of AIC, at a meeting duly called for such
purpose, shall have authorized the issuance by each of the Acquiring
Funds of Acquiring Fund Shares at the Effective Time in exchange for
the assets of its respective Acquired Fund pursuant to the terms and
provisions of this Agreement.
12. Effective Time of the Reorganization. The exchange of each Acquired
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Fund's assets for its respective Acquiring Fund Shares shall be effective
as of opening of business on November 5, 2001, or at such other time and
date as fixed by the mutual consent of the parties (the "Effective Time").
13. Termination. This Agreement and the transactions contemplated hereby
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may be terminated and abandoned without penalty by resolution of the Board
of Directors of UAM and/or by resolution of the Board of Trustees of AIC,
at any time prior to the Effective Time, if circumstances should develop
that, in the opinion of both or either Board, make proceeding with the
Agreement inadvisable.
14. Amendment. This Agreement may be amended, modified or supplemented in
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such manner as may be mutually agreed upon in writing by the parties;
provided, however, no such amendment may have the effect of changing the
provisions for determining the number or value of Acquiring Fund Shares to
be paid to the respective Acquired Fund's shareholders under this Agreement
to the detriment of such Acquired Fund's shareholders.
15. Governing Law. This Agreement shall be governed and construed in
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accordance with the laws of the Commonwealth of Massachusetts.
16. Notices. Any notice, report, statement or demand required or
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permitted by and provision of this Agreement shall be in writing and shall
be given by prepaid telegraph, telecopy, certified mail or overnight
express courier addressed as follows:
if to the Acquiring Funds: if to the Acquired Funds:
William E. Zitelli, Esq. Linda T. Gibson, Esq.
SEI Investments Company Old Mutual (US) Holding Inc.
One Freedom Valley Road One International Place
Oaks, PA 19456 Boston, MA 02110
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with a copy to: with a copy to:
Richard W. Grant, Esq. Audrey C. Talley, Esq.
Morgan, Lewis & Bockius LLP Drinker Biddle & Reath LLP
1701 Market Street One Logan Square
Philadelphia, PA 19103 18th & Cherry Streets
Philadelphia, PA 19103
17. Fees and Expenses.
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(a) Each of the Acquiring Funds and the Acquired Funds represents and
warrants to the other that there are no brokers or finders entitled to
receive any payments in connection with the transactions provided for
herein.
(b) Except as otherwise provided for herein, all expenses of the
reorganization contemplated by this Agreement will be borne by Cooke &
Bieler, L.P. Such expenses include, without limitation, (i) expenses
incurred in connection with the entering into and the carrying out of
the provisions of this Agreement; (ii) expenses associated with the
preparation and filing of the Proxy Materials under the 1934 Act;
(iii) registration or qualification fees and expenses of preparing and
filing such forms as are necessary under applicable state securities
laws to qualify the Acquiring Fund Shares to be issued in connection
herewith in each state in which the respective Acquired Fund's
shareholders are resident as of the date of the mailing of the Proxy
Materials to such shareholders; (iv) postage; (v) printing; (iv)
accounting fees; (vii) legal fees; and (viii) solicitation costs
related to obtaining shareholder approval of the transactions
contemplated by this Agreement. Notwithstanding the foregoing, each
Acquiring Fund shall pay its own Federal and state registration fees.
18. Headings, Counterparts, Assignment.
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(a) The article and paragraph headings contained in this Agreement
are for reference purposes only and shall not affect in any way the
meaning or interpretation of this Agreement.
(b) This Agreement may be executed in any number of counterparts,
each of which shall be deemed an original.
(c) This Agreement shall be binding upon and inure to the benefit of
the parties hereto and their respective successors and assigns, but no
assignment or transfer hereof or of any rights or obligations
hereunder shall be made by any party without the written consent of
the other party. Nothing herein expressed or implied is intended or
shall be construed to confer upon or give any person, firm or
corporation other than the parties hereto and their respective
successors and assigns any rights or remedies under or by reason of
this Agreement.
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19. Entire Agreement. Each of the Acquiring Funds and the Acquired Funds
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agree that neither party has made any representation, warranty or covenant
not set forth herein and that this Agreement constitutes the entire
agreement between the parties. The representations, warranties and
covenants contained herein or in any document delivered pursuant hereto or
in connection herewith shall survive the consummation of the transactions
contemplated hereunder.
20. Further Assurances. Each of the Acquiring Funds and the Acquired
------------------
Funds shall take such further action as may be necessary or desirable and
proper to consummate the transactions contemplated hereby.
21. Binding Nature of Agreement. As provided in AIC's Declaration of
---------------------------
Trust on file with the Secretary of State of the Commonwealth of
Massachusetts, this Agreement was executed by the undersigned officers of
AIC, on behalf of each of the Acquiring Funds, as officers and not
individually, and the obligations of this Agreement are not binding upon
the undersigned officers individually, but are binding only upon the assets
and property of AIC. Moreover, no series of AIC shall be liable for the
obligations of any other series of that trust. This Agreement was executed
by the undersigned officers of UAM, on behalf of each of the Acquired
Funds, as officers and not individually, and the obligations of this
Agreement are not binding upon the undersigned officers individually, but
are binding only upon the assets and property of UAM. Moreover, no series
of UAM shall be liable for the obligations of any other series of that
corporation.
B-13
THE ADVISORS' INNER CIRCLE FUND, on behalf of its series, the C&B
Equity Portfolio, C&B Equity Portfolio for Taxable Investors and
C&B Mid Cap Equity Portfolio
Attest:
By:_____________________
Title:____________________
UAM FUNDS INC., on behalf of its series, the C&B Equity
Portfolio, C&B Equity Portfolio Taxable Investors and C&B Mid Cap
Equity Portfolio
Attest:
By:_____________________
Title:____________________
COOKE & BIELER, L.P., as to
the provisions of Paragraph 17 only,
Attest:
By:_____________________
Title:____________________
B-14