Filed with the Securities and Exchange Commission on December 20, 2005
Registration No. 333-128388
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-14
REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933
[ ] Pre-Effective Amendment No. [1] Post-Effective Amendment No.
(Check appropriate box or boxes)
OLD MUTUAL ADVISOR FUNDS
(Exact Name of Registrant as Specified in Charter)
4643 SOUTH ULSTER STREET, SUITE 600, DENVER, COLORADO 80237
(Address of Principal Executive Offices: Number,
Street, City, State, Zip Code)
303-770-1733
(Area Code and Telephone Number)
David J. Bullock, 4643 South Ulster Street, Suite 600, Denver, Colorado 80237
(Name and Address of Agent for Service)
Copies to:
Jay G. Baris, Esq. and to Andra C. Ozols, Esq.
Kramer Levin Naftalis & Frankel LLP Old Mutual Capital, Inc.
1177 Avenue of the Americas 4643 South Ulster Street, Suite 600
New York, New York 10036 Denver, Colorado 80237
212-715-9100 888-744-5050
Approximate Date of Proposed Public Offering: As soon as practicable
after this Registration Statement is declared effective.
It is proposed that this filing will become effective on December 19,
2005 pursuant to Rule 488.
An indefinite number of Registrant's shares of beneficial interest, par
value $0.001 per share, have been registered pursuant to Rule 24f-2 under the
Investment Company Act of 1940. Accordingly, no filing fee is being paid at this
time.
The Combined Prospectus/Proxy Statement and Statement of Additional
Information filed on September 16, 2005, which relate to this Registration
Statement on From N-14, are hereby incorporated by reference.
OLD MUTUAL ADVISOR FUNDS
PART C
OTHER INFORMATION
Item 15 Indemnification.
The response to this item is incorporated by reference to Item 25 of
Part C of Post-Effective Amendment No. 4 to Registrant's Registration
Statement on Form N-1A (the "Registration Statement") filed July 27,
2005.
Item 16 Exhibits.
(1)(a) Agreement and Declaration of Trust dated May 27, 2004 is incorporated
herein by reference to the Registration Statement filed June 1, 2004.
(1)(b) Amended Schedule A to Agreement and Declaration of Trust is
incorporated herein by reference to Post-Effective Amendment No. 11 to
the Registration Statement filed December 16, 2005.
(2) By-Laws are incorporated herein by reference to the Registration
Statement filed June 1, 2004.
(3) Not applicable.
(4) Agreement and Plan of Reorganization.*
(5) Reference is made to Exhibits (1) and (2) hereof.
(6)(a) Investment Advisory Agreement dated September 7, 2004 between
Registrant and Old Mutual Capital, Inc. is incorporated by reference
to Post-Effective Amendment No. 9 to the Registration Statement filed
November 28, 2005.
(6)(b) Amendment No. 1 dated May 11, 2005 to Schedule A of the Investment
Advisory Agreement dated September 7, 2004 is incorporated by
reference to Post-Effective Amendment No. 4 to the Registration
Statement filed July 27, 2005.
(6)(c) Investment Sub-Advisory Agreement dated December 9, 2005 between
Registrant and Analytic Investors, Inc.*
(7)(a) Distribution Agreement dated September 7, 2004 between Registrant and
Old Mutual Investment Partners is incorporated by reference to
Post-Effective Amendment No. 9 to the Registration Statement filed
November 28, 2005.
(7)(b) Amendment No. 1 dated May 11, 2005 to Exhibit A to Distribution
Agreement between Old Mutual Advisor Funds and Old Mutual Investment
Partners dated May 11, 2005 is incorporated by reference to
Post-Effective Amendment No. 4 to the Registration Statement filed
July 27, 2005.
(8) Not applicable.
(9) Form of Custodian Agreement dated December 9, 2005 between Registrant
and Union Bank of California, N.A. is incorporated by reference to
Post-Effective Amendment No. 12 to the Registration Statement filed
December 16, 2005.
(10)(a) Distribution Plan under Rule 12b-1 with respect to the Class A
Shares is incorporated herein by reference to the Post-Effective
Amendment No. 1 to the Registration Statement filed August 11, 2004.
(10)(b) Revised Schedule A to the Distribution Plan under Rule 12b-1 with
respect to the Class A Shares as revised May 11, 2005 is incorporated
by reference to Post-Effective Amendment No. 4 to the Registration
Statement filed July 27, 2005.
(10)(c) Distribution Plan under Rule 12b-1 with respect to the Class C
Shares. Incorporated herein by reference to the Post-Effective
Amendment No. 1 to the Registration Statement filed August 11, 2004.
(10)(d) Revised Schedule A to the Distribution Plan under Rule 12b-1 with
respect to the Class C Shares as revised May 11, 2005 is incorporated
by reference to Post-Effective Amendment No. 4 to the Registration
Statement filed July 27, 2005.
(10)(e) Rule 18f-3 Multiple Class Plan dated July 8, 2004 is incorporated
herein by reference to Post-Effective Amendment No. 1 to the
Registration Statement filed August 11, 2004.
(10)(f) Revised Schedule A to the Rule 18f-3 Multiple Class Plan is
incorporated by reference to Post-Effective Amendment No. 4 to the
Registration Statement filed July 27, 2005.
(11) Opinion and consent of Registrant's counsel regarding the issuance of
shares.*
(12) Opinion and consent of counsel regarding tax matters.*
(13)(a) Administrative Services Agreement dated September 7, 2004 by and
between Registrant and Old Mutual Fund Services is incorporated herein
by reference to Post-Effective Amendment No. 9 to the Registration
Statement filed November 28, 2005.
(13)(b) Amendment No. 1 dated May 11, 2005 to Schedule A of the Administrative
Services Agreement dated September 7, 2004 is incorporated by
reference to Post-Effective Amendment No. 5 to the Registration
Statement filed July 27, 2005.
(13)(c) Sub-Administrative Services Agreement dated August 2, 2004 by and
between Registrant and Old Mutual Fund Services and SEI Investments
Global Fund Services is incorporated herein by reference to
Post-Effective Amendment No. 9 to the Registration Statement filed
November 28, 2005.
(13)(d) Amendment No. 1 dated May 11, 2005 to Schedule A of the
Sub-Administrative Services Agreement dated August 2, 2004 is
incorporated by reference to Post-Effective Amendment No. 4 to the
Registration Statement filed July 27, 2005.
(13)(e) Expense Limitation Agreement dated September 7, 2004 between
Registrant and Old Mutual Capital, Inc. is incorporated herein by
reference to Post-Effective Amendment No. 9 to the Registration
Statement filed November 28, 2005.
(13)(f) Shareholder Web Services Agreement dated September 7, 2004 by
and between Registrant and Old Mutual Fund Services is incorporated
herein by reference to Post-Effective Amendment No. 9 to the
Registration Statement filed November 28, 2005.
(13)(g) Service Plan for the Registrant's Class A and Class C Shares is
incorporated herein by reference to Post-Effective Amendment No. 1 to
the Registration Statement filed August 11, 2004.
(13)(h) Revised Schedule A to the Service Plan for the Registrant's Class A
and Class C Shares as revised May 11, 2005 is incorporated by
reference to Post-Effective Amendment No. 4 to the Registration
Statement filed July 27, 2005.
(14) Not applicable.
(15) Not applicable.
(16)(a) Power of Attorney for John R. Bartholdson, David J. Bullock, Walter W.
Driver, Jr., Robert M. Hamje, Jarrett B. Kling, and L. Kent Moore is
incorporated herein by reference to the Post-Effective Amendment No. 6
to the Registration Statement filed September 29, 2005.
(17)(a) Form of Proxy.*
(17)(b) Registrant's Prospectuses and Statement of Additional Information
dated October 14, 2005 are incorporated by reference to Post-Effective
Amendment No. 8 to the Registration Statement filed October 14, 2005
(File No. 333-116057).
(17)(c) Analytic Defensive Equity Fund's Prospectuses and Statement of
Additional Information dated May 1, 2005 are incorporated by reference
to Post-Effective Amendment No. 81 to the Registration Statement on
Form N-1A of The Advisors' Inner Circle Fund filed May 1, 2005 (File
No. 33-42484).
- ----------
* Filed herein.
Item 17. Undertakings.
None.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant has
duly caused this Post-Effective Amendment to the Registration Statement on Form
N-14 to be signed on its behalf by the undersigned, thereunto duly authorized,
in the City of Denver and State of Colorado, on the 20th day of December, 2005.
OLD MUTUAL ADVISOR FUNDS
(Registrant)
By: /s/ David J. Bullock
---------------------------
David J. Bullock, President
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective
Amendment to its Registration Statement on Form N-14 has been signed below by
the following persons in the capacities indicated on 20th day of December, 2005.
/s/ David J. Bullock
- ------------------------------- President and Trustee
David J. Bullock
/s/ Mark E. Black
- ------------------------------- Chief Financial Officer
Mark E. Black
*
- ------------------------------- Trustee
John R. Bartholdson
*
- ------------------------------- Trustee
Walter W. Driver, Jr.
*
- ------------------------------- Trustee
Robert M. Hamje
*
- ------------------------------- Trustee
Jarrett B. Kling
*
- ------------------------------- Trustee
L. Kent Moore
*By: /s/ David J. Bullock
--------------------------
David J. Bullock
Attorney-in-Fact
EXHIBIT INDEX
EX-99.4 Agreement and Plan of Reorganization.
EX-99.6.c Investment Sub-Advisory Agreement.
EX-99.11 Opinion and Consent of Registrant's counsel regarding the issuance of
shares.
EX-99.12 Opinion and Consent regarding tax matters.
EX.99.17.a Form of Proxy.