Certified Annual Shareholder Report for Management Investment Companies (n-csr)
January 08 2013 - 10:06AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-CSR
CERTIFIED SHAREHOLDER REPORT OF REGISTERED
MANAGEMENT INVESTMENT COMPANIES
Investment Company Act file number
811-06400
The Advisors Inner Circle Fund
(Exact name of registrant as specified in charter)
SEI
Investments
One Freedom Valley Drive
Oaks, PA 19456
(Address of principal executive offices) (Zip code)
CT Corporation
101 Federal Street
Boston, MA 02110
(Name and address of agent for service)
Registrants telephone number, including area code: (877) 446-3863
Date of fiscal year end: October 31, 2012
Date of reporting period: October 31, 2012
Item 1. Reports to Stockholders.
Managers Discussion of Fund Performance
Dear Shareholders:
The following table summarizes performance data for the FMC Strategic Value Fund (the
Fund) for the periods indicated:
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Periods Ended October 31, 2012
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Six Months
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Twelve Months
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FMC Strategic Value Fund
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(2.92)%
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6.69%
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Russell 2000 Value Index
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2.69%
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14.47%
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Our results as shown above are clearly disappointing; this is not a position in which we usually have found ourselves. As a
reflection of the continued short-term market volatility, our ego leads us to report that in the eleven calendar months ended November 30, 2012, our performance largely made up the shortfall and was only slightly behind the Russell 2000 Value
Index. Nevertheless, it has been a frustrating year. We have had a number of stocks that have appreciated by more than 50%, including Agrium, AZZ, Jarden, Huntsman and Prestige Brands. These gains have been diluted by declines in Cenveo,
Federal-Mogul, Polycom and RR Donnelley. In addition, our largest industry weighting is energy, a sector that has largely underperformed during the fiscal year. We think the development of shale reserves for both oil and gas hold important long-term
positives for exploration and production companies as well as for oilfield services companies, and as a result we feel comfortable with our holdings. Finally, the Index, until recent months, has benefitted from the performance of the technology
sector, a sector where we have been and are likely to remain underweighted, notwithstanding our comment below on Tech Data.
As noted above, volatility
remains high and investor confidence seems low. Understandably it may be hard to find good news. The European debt crisis seems never ending, violence in the Middle East is surely disturbing, and with our presidential election concluded, we are now
consumed with the fiscal cliff. To be sure an economic slowdown throughout the world, including the major growth engine, China, has reared its head and had an adverse impact on Q3 profits and those expected in Q4. That is, there have
been more than a few disappointments reported, including reduced expectations/lower guidance for Q4. Notwithstanding these fears, valuations are quite conservative, and largely discount events that could prove transitory. Even our holdings that have
performed well this year are selling at relatively low valuations based on our long-term expectations. While investors seeking yield have limited options today given the
de minimis
returns on both government bonds and high grade corporate
bonds, low interest rates provide an important economic stimulus for corporate growth. Mr. William Conway, a co-founder and CEO of The Carlyle Group, a large and successful private equity firm, recently wrote that in 2011 and the first nine
months of 2012, Carlyle committed over 50% of its capital in the U.S. with about two-thirds in Americas industrial and manufacturing sectors. Any way you look at it, now is a great time to invest and there is no better place than
America.
In this environment we continue to find attractive equity values. Two new additions to the portfolio which we believe represent
attractive long-term potential are Tech Data Corp and Allison Transmission.
Tech Data Corp is a global distributor of technology products acting as a
middle man between the manufacturers such as Apple, Hewlett Packard, Cisco and IBM, and the vendors who are too small to buy direct. Importantly, the company has significantly limited its obsolescence risk as over 90% of its products have price
protection. Growth is driven by the overall IT market which is historically growing at 4% 6% per year. In addition, the company has been increasing its market share particularly in Europe where the industry is fragmented including many small
competitors. Currently, 60% of sales are in Europe and 40% in the Americas; the company also has designs of expanding into Asia.
In addition to its
growth prospects we were attracted to Tech Data because its large representation in Europe has caused, in our opinion, an exaggerated and unwarranted decline in its stock price. On balance, the company is very profitable with a return on invested
capital of 14% 16%. It also generates significant free cash flow which in part has been used for share repurchases; the company has bought back over 35% of its shares in the past five
1
years. We acquired our position at less than 10 times 2012 expected earnings, around 7 or 8 times free cash flow, and at a price almost equal to its tangible book value. Finally, despite swings
in its need for working capital, Tech Data is virtually debt free.
Allison Transmission is the worlds largest manufacturer of fully automatic
transmissions for commercial vehicles with a market share of 62% in its core on-highway market. A key competitive advantage for Allison, in our opinion, is its proprietary technology which is reflected in its operating profit margins of between 25%
30%. Despite overall industry cyclicality, growth is expected from further market penetration of automatic transmissions vs. manual transmissions, particularly in applications which require a high degree of start and stop
activity. That is, improved technology is clearly enhancing Allisons prospects.
Allison was acquired from General Motors in
2007 by two private equity firms (Onex and Carlyle) who then sold a portion in an IPO earlier this year. We acquired our position at a discount to the IPO price of $23 per share. More important, we think the valuation is very attractive at 7
9 times free cash flow. The cash flow benefits from both an NOL and a stream of tax deductible intangible amortization expenses arising from a step-up in the tax basis of the assets at the time they were acquired by the private equity group. The
current debt/EBITDA ratio is 4 times, but we expect management to use its significant free cash flow to rapidly deleverage the company to 2
2
1
/
2
times over the next couple of years. As such, lower interest expenses should be an important source of earnings growth.
Finally, as you were previously notified, Paul Patrick joined me as a Co-Portfolio Manager of the Fund on November 1, 2012. The addition of Paul has not changed the Funds investment objective or
principal investment strategy. We continue to seek long-term capital appreciation by investing primarily in common stocks of U.S. companies with small to medium market capitalizations which we believe are selling at a market price below their
intrinsic value. We expect that the Funds portfolio will broaden to include companies that Paul follows. Paul has been a research analyst with the Firm since 1999, in recent years he has added responsibility for managing accounts as well.
We appreciate your continued confidence.
Sincerely,
Edward I. Lefferman
Portfolio
Manager
The information provided herein represents the opinion of the manager at a specific point in time and is not intended to be a forecast of
future events, a guarantee of future results nor investment advice.
2
Comparison of Change in the Value of a $10,000 Investment
in the FMC Strategic Value Fund versus the Russell 2000 Value Index
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AVERAGE ANNUAL TOTAL RETURN
(1)
FOR THE PERIODS ENDED OCTOBER 31, 2012
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1 Year
Return
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3 Year
Return
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5 Year
Return
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10 Year
Return
|
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FMC Strategic Value Fund
|
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6.69%
|
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9.55%
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(0.10)%
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9.05%
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Russell 2000 Value Index
(2)
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14.47%
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13.83%
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0.87%
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9.38%
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(1)
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The data quoted herein represents past performance; past performance does not guarantee future results. The return and value of an investment in the Fund will
fluctuate so that, when redeemed, the investment may be worth less than its original cost. The Funds performance assumes the reinvestment of all dividends and all capital gains. Index returns assume reinvestment of dividends and, unlike a
funds returns, do not include any fees or expenses. If such fees and expenses were included in the index returns, the performance would have been lower. Please note that one cannot invest directly in an unmanaged index. Returns shown do not
reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. Fee waivers were applied during earlier periods; if they had not been in effect, performance would have been lower. For performance
data current to the most recent month end, please call 1-877-FMC-4099 (1-877-362-4099).
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(2)
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The Russell 2000 Value Index measures the performance of those Russell 2000 companies with lower price-to-book ratios and lower forecasted growth values.
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Portfolio Composition
(3)
(3)
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Portfolio composition percentages are based upon the total investments of the Fund.
|
3
Schedule of Investments
|
FMC Strategic Value Fund
|
October 31, 2012
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Shares
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Value
(000)
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Common Stock (89.6%)
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Automotive (11.0%)
|
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Allison Transmission Holdings
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170,000
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$
|
3,432
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Drew Industries*
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236,013
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|
7,475
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Federal-Mogul*
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463,000
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3,491
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Spartan Motors
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825,000
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3,877
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18,275
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Basic Industry (6.9%)
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Harsco
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170,000
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3,398
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Mueller Industries
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184,000
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8,059
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11,457
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Chemicals (4.3%)
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Huntsman
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480,000
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7,219
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Energy (18.4%)
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Approach Resources*
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440,000
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10,837
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Halliburton
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123,000
|
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|
3,972
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Range Resources
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|
190,000
|
|
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|
12,418
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|
Weatherford International Ltd.*
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300,000
|
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|
3,390
|
|
|
|
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|
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30,617
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Financial Services (3.0%)
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American Safety Insurance Holdings Ltd.*
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250,000
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4,215
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Old Republic International
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85,000
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840
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5,055
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Food (3.0%)
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Agrium
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47,000
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4,960
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Industrial/Manufacturing (7.9%)
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Actuant, Cl A
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100,000
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2,824
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AZZ
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160,000
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|
6,310
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|
Mettler-Toledo International*
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|
24,000
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|
|
|
4,065
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|
|
|
|
|
|
|
|
|
|
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|
|
|
|
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|
13,199
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|
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|
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|
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|
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Miscellaneous (1.1%)
|
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Leucadia National
|
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|
85,000
|
|
|
|
1,930
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|
|
|
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|
|
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Miscellaneous Consumer (10.6%)
|
|
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Jarden*
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|
130,000
|
|
|
|
6,474
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Prestige Brands Holdings*
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640,000
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|
11,130
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17,604
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Paper (4.5%)
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Neenah Paper
|
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|
293,000
|
|
|
|
7,589
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The accompanying notes are an integral part of the financial statements.
4
Schedule of Investments
|
FMC Strategic Value Fund
|
October 31, 2012
|
|
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|
Shares/Face
Amount
(000)
|
|
|
Value
(000)
|
|
Printing & Publishing (2.9%)
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Cenveo*
|
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|
895,000
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|
$
|
1,799
|
|
RR Donnelley & Sons
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|
300,000
|
|
|
|
3,006
|
|
|
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|
|
|
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|
4,805
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Services (5.9%)
|
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|
American Reprographics*
|
|
|
531,150
|
|
|
|
2,034
|
|
United Stationers
|
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|
270,000
|
|
|
|
7,836
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
9,870
|
|
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|
|
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|
Technology (5.8%)
|
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|
|
MTS Systems
|
|
|
65,000
|
|
|
|
3,276
|
|
Polycom*
|
|
|
327,000
|
|
|
|
3,277
|
|
Tech Data*
|
|
|
70,000
|
|
|
|
3,102
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
9,655
|
|
|
|
|
|
|
|
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|
|
Transportation Equipment (2.5%)
|
|
|
|
|
|
|
|
|
Commercial Vehicle Group*
|
|
|
550,000
|
|
|
|
4,174
|
|
|
|
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|
Veterinary Services (1.8%)
|
|
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|
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|
VCA Antech*
|
|
|
150,000
|
|
|
|
2,937
|
|
|
|
|
|
|
|
|
|
|
Total Common Stock
|
|
|
|
|
|
|
|
|
(Cost $118,545)
|
|
|
|
|
|
|
149,346
|
|
|
|
|
|
|
|
|
|
|
Corporate Obligation (0.5%)
|
|
|
|
|
|
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|
|
Cenveo
|
|
|
|
|
|
|
|
|
7.875%, 12/01/13 (Cost $761)
|
|
$
|
772
|
|
|
|
764
|
|
|
|
|
|
|
|
|
|
|
Short-Term Investment (8.4%)
|
|
|
|
|
|
|
|
|
Dreyfus Treasury Prime Cash Management Fund, 0.001%
(1)
|
|
|
|
|
|
|
|
|
(Cost $14,015)
|
|
|
14,014,578
|
|
|
|
14,015
|
|
|
|
|
|
|
|
|
|
|
Total Investments (98.5%)
|
|
|
|
|
|
|
|
|
(Cost $133,321)
|
|
|
|
|
|
$
|
164,125
|
|
|
|
|
|
|
|
|
|
|
Percentages are based on Net Assets (in thousands) of $166,706.
*
|
Non-income producing security.
|
(1)
|
The rate shown is the 7-day effective yield as of October 31, 2012.
|
Cl Class
Ltd. Limited
The accompanying notes are an integral part of the financial statements.
5
Statement of Assets and Liabilities (000)
|
FMC Strategic Value Fund
|
October 31, 2012
|
|
|
|
|
Assets:
|
|
|
|
|
Investments at Value (Cost $133,321)
|
|
$
|
164,125
|
|
Receivable for Investment Securities Sold
|
|
|
3,011
|
|
Dividend and Interest Receivable
|
|
|
63
|
|
Receivable for Capital Shares Sold
|
|
|
26
|
|
Other Assets
|
|
|
11
|
|
|
|
Total Assets
|
|
|
167,236
|
|
|
|
Liabilities:
|
|
|
|
|
Payable for Capital Shares Redeemed
|
|
|
321
|
|
Payable to Investment Adviser
|
|
|
146
|
|
Payable to Administrator
|
|
|
17
|
|
Payable to Trustees and Officers
|
|
|
5
|
|
Other Accrued Expenses
|
|
|
41
|
|
|
|
Total Liabilities
|
|
|
530
|
|
|
|
Net Assets
|
|
$
|
166,706
|
|
|
|
Net Assets Consist of:
|
|
|
|
|
Paid-in Capital
|
|
$
|
137,527
|
|
Distributions in Excess of Net Investment Income
|
|
|
(300
|
)
|
Accumulated Net Realized Loss on Investments
|
|
|
(1,325
|
)
|
Net Unrealized Appreciation on Investments
|
|
|
30,804
|
|
|
|
Net Assets
|
|
$
|
166,706
|
|
|
|
Outstanding Shares of Beneficial Interest (unlimited authorization no par value)
|
|
|
7,256,681
|
(1)
|
|
|
Net Asset Value, Offering and Redemption Price Per Share
|
|
$
|
22.97
|
|
|
|
(1)
|
Shares have not been rounded.
|
The accompanying notes are an integral part of the financial statements.
6
Statement of Operations (000)
|
FMC Strategic Value Fund
|
For the Year Ended October 31, 2012
|
|
|
|
|
Investment Income:
|
|
|
|
|
Dividend Income (Less Foreign Taxes Withheld of $6)
|
|
$
|
1,919
|
|
Interest Income
|
|
|
117
|
|
|
|
Total Investment Income
|
|
|
2,036
|
|
|
|
Expenses:
|
|
|
|
|
Investment Advisory Fees
|
|
|
1,813
|
|
Administration Fees
|
|
|
214
|
|
Trustees and Officers Fees
|
|
|
17
|
|
Transfer Agent Fees
|
|
|
48
|
|
Professional Fees
|
|
|
44
|
|
Printing Fees
|
|
|
21
|
|
Registration and Filing Fees
|
|
|
21
|
|
Custodian Fees
|
|
|
7
|
|
Other Expenses
|
|
|
13
|
|
|
|
Total Expenses
|
|
|
2,198
|
|
|
|
Net Investment Loss
|
|
|
(162
|
)
|
|
|
Net Realized Loss on Investments
|
|
|
(95
|
)
|
Net Change in Unrealized Appreciation (Depreciation) on Investments
|
|
|
11,932
|
|
|
|
Net Realized and Unrealized Gain on Investments
|
|
|
11,837
|
|
|
|
Net Increase in Net Assets Resulting From Operations
|
|
$
|
11,675
|
|
|
|
The accompanying notes are an integral
part of the financial statements.
7
Statement of Changes in Net Assets (000)
|
FMC Strategic Value Fund
|
For the Years Ended October 31,
|
|
|
|
|
|
|
|
|
|
|
2012
|
|
|
2011
|
|
Operations:
|
|
|
|
|
|
|
|
|
Net Investment Income (Loss)
|
|
$
|
(162
|
)
|
|
$
|
486
|
|
Net Realized Gain (Loss) on Investments
|
|
|
(95
|
)
|
|
|
1,001
|
|
Net Change in Unrealized Appreciation (Depreciation) on Investments
|
|
|
11,932
|
|
|
|
3,662
|
|
|
|
Net Increase in Net Assets Resulting from Operations
|
|
|
11,675
|
|
|
|
5,149
|
|
|
|
Dividends and Distributions:
|
|
|
|
|
|
|
|
|
Net Investment Income
|
|
|
(162
|
)
|
|
|
(636
|
)
|
Net Realized Gain
|
|
|
(851
|
)
|
|
|
(1,019
|
)
|
Return of Capital
|
|
|
(34
|
)
|
|
|
|
|
|
|
Total Dividends and Distributions
|
|
|
(1,047
|
)
|
|
|
(1,655
|
)
|
|
|
Capital Share Transactions:
|
|
|
|
|
|
|
|
|
Issued
|
|
|
8,929
|
|
|
|
9,657
|
|
Reinvestment of Dividends
|
|
|
1,042
|
|
|
|
1,639
|
|
Redeemed
|
|
|
(39,383
|
)
|
|
|
(17,351
|
)
|
|
|
Net Decrease in Net Assets Derived from Capital Share Transactions
|
|
|
(29,412
|
)
|
|
|
(6,055
|
)
|
|
|
Total Decrease in Net Assets
|
|
|
(18,784
|
)
|
|
|
(2,561
|
)
|
|
|
Net Assets:
|
|
|
|
|
|
|
|
|
Beginning of Year
|
|
|
185,490
|
|
|
|
188,051
|
|
|
|
End of Year
|
|
$
|
166,706
|
|
|
$
|
185,490
|
|
|
|
Distributions in Excess of Net Investment Income
|
|
$
|
(300
|
)
|
|
$
|
|
|
|
|
Shares Transactions:
|
|
|
|
|
|
|
|
|
Issued
|
|
|
386
|
|
|
|
402
|
|
Reinvestment of Dividends
|
|
|
51
|
|
|
|
71
|
|
Redeemed
|
|
|
(1,743
|
)
|
|
|
(736
|
)
|
|
|
Net Decrease in Shares Outstanding from
Capital Share Transactions
|
|
|
(1,306
|
)
|
|
|
(263
|
)
|
|
|
Amounts designated as are $0.
The accompanying notes are an integral part of the financial statements.
8
Financial Highlights
|
FMC Strategic Value Fund
|
For a Share Outstanding Throughout Each Year
For the Years Ended October 31,
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
Asset
Value,
Beginning
of Year
|
|
|
Net
Investment
Income
(Loss)
(1)
|
|
|
Realized
and
Unrealized
Gain
(Loss) on
Investments
|
|
|
Total
from
Operations
|
|
|
Dividends
from Net
Investment
Income
|
|
|
Distributions
from Net
Realized
Gains
|
|
|
Return of
Capital
|
|
|
Total
Dividends
and
Distributions
|
|
|
Net
Asset
Value,
End
of Year
|
|
|
Total
Return
(2)
|
|
|
Net
Assets
End
of Year
(000)
|
|
|
Ratio
of Expenses
to Average
Net Assets
|
|
|
Ratio
of Net
Investment
Income (Loss)
to Average
Net Assets
|
|
|
Portfolio
Turnover
Rate
|
|
2012
|
|
$
|
21.66
|
|
|
$
|
(0.02
|
)
|
|
$
|
1.45
|
|
|
$
|
1.43
|
|
|
$
|
(0.02
|
)
|
|
$
|
(0.10
|
)
|
|
$
|
|
(3)
|
|
$
|
(0.12
|
)
|
|
$
|
22.97
|
|
|
|
6.69
|
%
|
|
$
|
166,706
|
|
|
|
1.21
|
%
|
|
|
(0.09
|
)%
|
|
|
8
|
%
|
2011
|
|
|
21.31
|
|
|
|
0.06
|
|
|
|
0.48
|
|
|
|
0.54
|
|
|
|
(0.07
|
)
|
|
|
(0.12
|
)
|
|
|
|
|
|
|
(0.19
|
)
|
|
|
21.66
|
|
|
|
2.47
|
|
|
|
185,490
|
|
|
|
1.21
|
|
|
|
0.24
|
|
|
|
6
|
|
2010
|
|
|
17.73
|
|
|
|
|
|
|
|
3.59
|
|
|
|
3.59
|
|
|
|
(0.01
|
)
|
|
|
|
|
|
|
|
|
|
|
(0.01
|
)
|
|
|
21.31
|
|
|
|
20.27
|
|
|
|
188,051
|
|
|
|
1.21
|
|
|
|
0.02
|
|
|
|
21
|
|
2009
|
|
|
14.98
|
|
|
|
0.01
|
|
|
|
2.79
|
|
|
|
2.80
|
|
|
|
(0.01
|
)
|
|
|
(0.02
|
)
|
|
|
(0.02
|
)
|
|
|
(0.05
|
)
|
|
|
17.73
|
|
|
|
18.84
|
|
|
|
169,650
|
|
|
|
1.24
|
|
|
|
0.04
|
|
|
|
11
|
|
2008
|
|
|
25.15
|
|
|
|
0.05
|
|
|
|
(8.75
|
)
|
|
|
(8.70
|
)
|
|
|
(0.07
|
)
|
|
|
(1.40
|
)
|
|
|
|
|
|
|
(1.47
|
)
|
|
|
14.98
|
|
|
|
(36.30
|
)
|
|
|
165,210
|
|
|
|
1.18
|
|
|
|
0.25
|
|
|
|
30
|
|
(1)
|
Per share calculations were performed using average shares for the year.
|
(2)
|
Total returns shown do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or upon the redemption of Fund shares.
|
(3)
|
Includes return of capital of less than $0.01.
|
Amounts designated
as are either $0 or have been rounded to $0.
The accompanying notes are an integral part of the financial statements.
9
Notes to Financial Statements
|
FMC Strategic Value Fund
|
October 31, 2012
1. Organization:
The Advisors Inner Circle Fund
(the Trust) is organized as a Massachusetts business trust under an Amended and Restated Agreement and Declaration of Trust dated February 18, 1997. The
Trust is registered under the Investment Company Act of 1940, as amended, as an open-end management investment company with 45 funds. The financial statements herein are those of the FMC Strategic Value Fund (the Fund and together with
the FMC Select Fund, the Funds). The Fund is classified as a diversified investment company under the 1940 Act. The Fund seeks to provide long-term capital appreciation by investing primarily in equity securities of U.S.
companies with small to medium market capitalizations that First Manhattan Co., investment adviser to the Fund (the Adviser), considers undervalued by the market. The financial statements of the remaining funds of the Trust are not
presented herein, but are presented separately. The assets of each fund within the Trust are segregated, and a shareholders interest is limited to the fund in which shares are held.
2. Significant Accounting Policies:
The following is a summary of the significant accounting policies followed
by the Fund.
Use of Estimates
The preparation of financial statements in conformity with U.S. generally accepted
accounting principles (GAAP) requires management to make estimates and assumptions that affect the fair value of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the
reported amounts of increases and decreases in net assets from operations during the reporting period. Actual results could differ from those estimates.
Security Valuation
Securities listed on a securities exchange, market or automated quotation system for which quotations are readily available (except for securities traded on NASDAQ), including
securities traded over the counter, are valued at the last quoted sale price on the primary exchange or market (foreign or domestic) on which they are
traded, or, if there is no such reported sale, at the most recent quoted bid price. For securities traded on NASDAQ, the NASDAQ Official Closing Price will be used. Values of debt securities are
generally reported at the last sales price if the security is actively traded. If a debt security is not actively traded it is valued at an evaluated bid price by employing methodologies that utilize actual market transactions, broker-supplied
valuations, or other methodologies designed to identify the market value for such securities. Debt obligations with remaining maturities of sixty days or less may be valued at their amortized cost, which approximates market value. The prices for
foreign securities are reported in local currency and converted to U.S. dollars using currency exchange rates.
Securities for which
market prices are not readily available are valued in accordance with Fair Value Procedures established by the Funds Board of Trustees (the Board). The Funds Fair Value Procedures are implemented through a Fair
Value Committee (the Committee) designated by the Board. Some of the more common reasons that may necessitate that a security be valued using Fair Value Procedures include: the securitys trading has been halted or suspended; the
security has been de-listed from a national exchange; the securitys primary trading market is temporarily closed at a time when under normal conditions it would be open; the security has not been traded for an extended period of time; the
securitys primary pricing source is not able or willing to provide a price; or trading of the security is subject to local government-imposed restrictions. When a security is valued in accordance with the Fair Value Procedures, the Committee
will determine the value after taking into consideration relevant information reasonably available to the Committee. As of October 31, 2012, there were no securities valued in accordance with the Fair Value Procedures.
For securities that principally trade on a foreign market or exchange, a significant gap in time can exist between the time of a particular
securitys last
10
Notes to Financial Statements
|
FMC Strategic Value Fund
|
October 31, 2012
trade and the time at which the Fund calculates its net asset value. The closing prices of such securities may no longer reflect their market value at the time the Fund calculates net asset value
if an event that materially affected the value of those securities (a Significant Event) has occurred between the time of the securitys last close and the time that the Fund calculates net asset value. A Significant Event may
relate to a single issuer or to an entire market sector. If the Adviser becomes aware of a Significant Event that has occurred with respect to a security or group of securities after the closing of the exchange or market on which the security or
securities principally trade, but before the time at which the Fund calculates net asset value, it may request that a Committee meeting be called. In addition, SEI Investments Global Funds Services (the Administrator), a wholly owned
subsidiary of SEI Investments Company, monitors price movements among certain selected indices, securities and/or baskets of securities that may be an indicator that the closing prices received earlier from foreign exchanges or markets may not
reflect market value at the time the Fund calculates net asset value. If price movements in a monitored index or security exceed levels established by the Administrator and the Fund holds the relevant securities, then the Administrator will notify
the Adviser that such limits have been exceeded. In such event, the Adviser makes the determination whether a Committee meeting should be called based on the information provided.
In accordance with the authoritative guidance on fair value measurements and disclosure under GAAP, the Fund discloses the fair value of its
investments in a hierarchy that prioritizes the inputs to valuation techniques used to measure the fair value. The objective of a fair value measurement is to determine the price that would be received if an asset were sold or paid if a liability
were transferred in an orderly transaction between market participants at the measurement date (an exit price). Accordingly, the fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or
liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3).
The three levels of the fair value hierarchy are described below:
Level 1 Unadjusted quoted prices in active markets for identical, unrestricted assets or liabilities that
the Fund has the ability to access at the measurement date;
Level 2 Quoted prices which are not
active, or inputs that are observable (either directly or indirectly) for substantially the full term of the asset or liability; and
Level 3 Prices, inputs or proprietary modeling techniques which are both significant to the fair value measurement and unobservable (supported by little or no market activity).
Effective May 1, 2012, the Fund adopted Accounting Standards Update (ASU) No. 2011-04
Amendments to Achieve Common
Fair Value Measurement and Disclosure Requirements in U.S. GAAP and International Financial Reporting Standards (IFRS).
ASU 2011-04 includes common requirements for measurement of and disclosure about fair value between U.S.
GAAP and IFRS. ASU 2011-04 requires reporting entities to disclose the following information for fair value measurements categorized within Level 3 of the fair value hierarchy: quantitative information about the unobservable inputs used in the fair
value measurement, the valuation processes used by the reporting entity, and a narrative description of the sensitivity of the fair value measurement to changes in unobservable inputs and the interrelationships between those unobservable inputs. In
addition, ASU 2011-04 requires reporting entities to make disclosures about amounts and reasons for all transfers in and out of Level 1 and Level 2 fair value measurements. The adoption of ASU 2011-04 had no impact on the Funds net assets.
Investments are classified within the level of the lowest significant input considered in determining fair value. Investments classified
within Level 3 whose fair value measurement considers several
11
Notes to Financial Statements
|
FMC Strategic Value Fund
|
October 31, 2012
inputs may include Level 1 or Level 2 inputs as components of the overall fair value measurement.
The following table summarizes the valuation of the investments in securities, in thousands, within the fair value hierarchy levels as of October 31, 2012:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investments in Securities
|
|
|
|
|
|
|
|
|
|
|
|
|
Level 1
|
|
|
Level 2
|
|
|
Level 3
|
|
|
Total
|
|
Common Stock
|
|
$
|
149,346
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
149,346
|
|
Corporate Obligation
|
|
|
|
|
|
|
764
|
|
|
|
|
|
|
|
764
|
|
Short-Term Investment
|
|
|
14,015
|
|
|
|
|
|
|
|
|
|
|
|
14,015
|
|
|
|
Total
|
|
$
|
163,361
|
|
|
$
|
764
|
|
|
$
|
|
|
|
$
|
164,125
|
|
|
|
Amounts designated as are $0.
During the year ended October 31, 2012, there were no significant changes to the Funds fair valuation methodologies.
During the year ended October 31, 2012, there were no transfers between Level 1 and Level 2 assets and liabilities. For the year ended
October 31, 2012, the Fund did not hold any Level 3 securities.
Federal Income Taxes
It is the Funds intention
to continue to qualify as a regulated investment company for Federal income tax purposes by complying with the appropriate provisions of Subchapter M of the Internal Revenue Code of 1986, as amended, and to distribute substantially all of its income
to its shareholders. Accordingly, no provision for Federal income taxes has been made in the financial statements.
The Fund evaluates
tax positions taken or expected to be taken in the course of preparing the Funds tax returns to determine whether it is more-likely-than-not (i.e., greater than 50-percent) that each tax position will be sustained upon examination
by a taxing authority based on the technical merits of the position. Tax positions not deemed to meet the more-likely-than-not threshold are recorded as a tax benefit or expense in the current period. The Fund did not record any tax provision in the
current period. However, managements conclusions
regarding tax positions taken may be subject to review and adjustment at a later date based on factors including, but not limited to, examination by tax authorities (i.e., the last three open tax
year ends, as applicable), on-going analysis of and changes to tax laws, regulations and interpretations thereof.
As of and during the
year ended October 31, 2012, the Fund did not have any unrecognized tax benefits. The Fund recognizes interest and penalties, if any, related to unrecognized tax benefits as income tax expense in the Statement of Operations. During the year
ended October 31, 2012, the Fund did not incur any interest or penalties.
Foreign Currency Translation
The books and
records of the Fund are maintained in U.S. dollars. Investment securities and other assets and liabilities denominated in a foreign currency are translated into U.S. dollars on the date of valuation. The Fund does not isolate that portion of
realized or unrealized gains and losses resulting from changes in the foreign exchange rate from fluctuations arising from changes in the market prices of the securities.
Security Transactions and Investment Income
Security transactions are accounted for on the date the security is purchased or sold (trade date) for financial reporting purposes. Costs used in
determining realized gains and losses on the sales of investment securities are those of the specific securities sold. Discounts or premiums are amortized to interest income using the effective interest method. Interest income is recognized on the
accrual basis from settlement date. Dividend income is recorded on the ex-date.
Expenses
Expenses that are directly
related to the Fund are charged to the Fund. Other operating expenses of the Trust are allocated to the Fund on a pro rata basis based on the number of funds and/or relative net assets.
Dividends and Distributions to Shareholders
Dividends from net investment income, if any, are declared and paid to shareholders
quarterly. Any net realized capital gains are distributed to shareholders at least annually.
12
Notes to Financial Statements
|
FMC Strategic Value Fund
|
October 31, 2012
3. Transactions with Affiliates:
Certain officers of the Trust are also officers of the Administrator, and/or SEI Investments Distribution Co. (the Distributor). Such officers are paid no fees by the Trust, other than the Chief
Compliance Officer (CCO) as described below, for serving as officers of the Trust.
A portion of the services provided by the CCO and his
staff, each of whom is an employee of the Administrator, is paid for by the Trust as incurred. The services include regulatory oversight of the Trusts advisers and service providers as required by Securities and Exchange Commission
(SEC) regulations. The CCOs services and fees have been approved by and are reviewed by the Board. For the year ended October 31, 2012, the Fund was allocated CCO fees totaling $5,457.
The Fund effects brokerage or other agency transactions through the Adviser, a registered broker-dealer, and pays brokerage commissions consistent with the
applicable requirements of the Investment Company Act of 1940, the Securities and Exchange Act of 1934 and rules promulgated by the SEC. For the year ended October 31, 2012, the Adviser received $18,676 in brokerage commissions from the Fund.
4. Administration, Distribution, Transfer Agent and Custodian Agreements:
The Funds and the Administrator are parties to an Administration Agreement under which the Administrator provides management and administrative services to the Funds for an annual fee equal to the higher of $75,000
or 0.12% of the Funds average daily net assets of the first $350 million, 0.10% of the Funds average daily net assets of the next $150 million, 0.08% of the Funds average daily net assets of the next $500 million, and 0.06% of the
Funds average daily net assets in excess of $1 billion.
The Trust and Distributor are parties to a Distribution Agreement. The Distributor
receives no fees for its distribution services under this agreement.
DST Systems, Inc. serves as the transfer agent and dividend disbursing agent for the Fund under a transfer agency
agreement with the Trust.
U.S. Bank, N.A. acts as custodian (the Custodian) for the Fund. The Custodian plays no role in determining the
investment policies of the Fund or which securities are to be purchased and/or sold by the Fund.
5. Investment Advisory Agreement:
The Trust and the Adviser are parties to an Investment Advisory Agreement under which the Adviser receives an annual fee equal to 1.00% of the Funds average
daily net assets. The Adviser has, on a voluntary basis, agreed to waive its fee in order to limit the Funds total operating expenses to a maximum of 1.30% of the Funds average daily net assets. The Adviser reserves the right to
terminate this arrangement at any time at its sole discretion. There were no fees waived during the year ended October 31, 2012.
6. Investment
Transactions:
The cost of security purchases and the proceeds from security sales, other than short-term investments, in thousands, for the year
ended October 31, 2012, were as follows:
|
|
|
|
|
Purchases
|
|
$
|
13,855
|
|
Sales
|
|
|
53,607
|
|
7. Federal Tax Information:
The amount and character of income and capital gain distributions to be paid, if any, are determined in accordance with Federal income tax regulations, which may
differ from U.S. generally accepted accounting principles. As a result, net investment income (loss) and net realized gain (loss) on investment transactions for a reporting period may differ significantly from distributions during such period. These
book/tax differences may be temporary or permanent. To the extent these differences are permanent in nature, they are charged or credited to undistributed net investment income (loss), accumulated net realized gain (loss) or to paid-in capital as
appropriate, in the period that the differences arise. Accordingly, the
13
Notes to Financial Statements
|
FMC Strategic Value Fund
|
October 31, 2012
following permanent differences, in thousands, primarily attributable to real estate investment trust adjustments and distribution adjustments, have been reclassified to/from the following
accounts as of October 31, 2012:
|
|
|
|
|
Undistributed
Net Investment
Income
|
|
Accumulated
Net Realized
Loss
|
|
Paid-in Capital
|
$57
|
|
$(23)
|
|
$(34)
|
These reclassifications had no impact on net assets or net asset value per share.
The tax character of dividends and distributions, in thousands, declared during the years ended October 31, 2012 and October 31, 2011 was as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ordinary
Income
|
|
Long-Term
Capital Gains
|
|
Return of
Capital
|
|
Total
|
2012
|
|
|
$
|
584
|
|
|
|
$
|
429
|
|
|
|
$
|
34
|
|
|
|
$
|
1,047
|
|
2011
|
|
|
|
636
|
|
|
|
|
1,019
|
|
|
|
|
|
|
|
|
|
1,655
|
|
Amounts designated as are $0.
As of October 31, 2012, the components of distributable earnings, in thousands, on a tax basis were as follows:
|
|
|
|
|
Capital Loss Carryforwards
|
|
$
|
(118
|
)
|
Late-Year Loss Deferral
|
|
|
(301
|
)
|
Unrealized Appreciation
|
|
|
29,598
|
|
|
|
|
|
|
Total Distributable Earnings
|
|
$
|
29,179
|
|
|
|
|
|
|
For Federal income tax purposes, capital losses incurred in taxable years beginning before December 22, 2010 may be carried
forward for a maximum period of eight years and applied against future net capital gains.
Under the recently enacted Regulated Investment Company
Modernization Act of 2010, a fund is permitted to carry forward capital losses incurred in taxable years beginning after December 22, 2010 for an unlimited period. However, any losses incurred during those future taxable years will be required
to be utilized prior to the losses incurred in pre-enactment taxable years. As a result of this new ordering rule, pre-enactment capital loss carryforwards may be more
likely to expire unused. Additionally, post-enactment capital losses that are carried forward will retain their character as either short-term or long-term capital losses rather than being
considered all short-term as under previous law. As of October 31, 2012, the Fund had $118 of long-term losses carried forward, in thousands, under these new provisions.
Deferred late-year losses represent ordinary losses realized on investment transactions from January 1, 2012 through October 31, 2012 and specified losses realized on investment transactions from
November 1, 2011 through October 31, 2012, that, in accordance with Federal income tax regulations, the Fund defers and treats as having arisen in the following fiscal year.
The Federal tax cost and aggregate gross unrealized appreciation and depreciation on investments, in thousands, held by the Fund at October 31, 2012, were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Federal
Tax
Cost
|
|
Aggregate
Gross
Unrealized
Appreciation
|
|
Aggregate
Gross
Unrealized
Depreciation
|
|
Net
Unrealized
Appreciation
|
|
|
$134,527
|
|
|
|
$
|
54,537
|
|
|
|
$
|
(24,939
|
)
|
|
|
$
|
29,598
|
|
8. Other:
At
October 31, 2012, one shareholder of record held 91% of the Funds total outstanding shares. The shareholder of record was an omnibus account for the exclusive benefit of customers maintained by the Adviser, through Pershing LLC, in its
capacity as a broker-dealer.
In the normal course of business, the Fund enters into contracts that provide general indemnifications. The Funds
maximum exposure under these arrangements is dependent on future claims that may be made against the Fund and, therefore, cannot be established; however, based on experience, the risk of loss from such claims is considered remote.
9. Recent Accounting Pronouncement:
In December 2011, the
Financial Accounting Standards Board issued a further update to the guidance
Balance Sheet Disclosures about
14
Notes to Financial Statements
|
FMC Strategic Value Fund
|
October 31, 2012
Offsetting Assets and Liabilities.
The amendments to this standard require an entity to disclose information about offsetting and related arrangements to enable users of its
financial statements to understand the effect of those arrangements on its financial position. The amended guidance is effective for interim and annual reporting periods beginning after January 1, 2013. At this time, management is evaluating
the implications of this update and its impact on the financial statements has not been determined.
10. Subsequent Events:
There were no matters requiring additional disclosures and/or adjustments resulting from subsequent events through the date the financial statements were issued.
15
Report of Independent Registered Public Accounting Firm
To the Board of Trustees of The Advisors Inner Circle Fund and Shareholders of
FMC Strategic Value Fund
We have audited the accompanying statement of assets and liabilities, including the schedule of investments, of the FMC Strategic Value Fund (one of the series
constituting The Advisors Inner Circle Fund (the Trust)) as of October 31, 2012, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period
then ended, and the financial highlights for each of the five years in the period then ended. These financial statements and financial highlights are the responsibility of the Trusts management. Our responsibility is to express an opinion on
these financial statements and financial highlights based on our audits.
We conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. We were not
engaged to perform an audit of the Trusts internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the
circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Trusts internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements and financial highlights, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our
procedures included confirmation of securities owned as of October 31, 2012, by correspondence with the custodian. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of the FMC Strategic Value Fund of The Advisors Inner
Circle Fund at October 31, 2012, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and its financial highlights for each of the five years in the period then
ended, in conformity with U.S. generally accepted accounting principles.
Philadelphia, Pennsylvania
December 27, 2012
16
Disclosure of Fund Expenses
|
FMC Strategic Value Fund
|
(Unaudited)
All mutual funds have
operating expenses. As a shareholder of a mutual fund, your investment is affected by these ongoing costs, which include (among others) costs for portfolio management, administrative services, and shareholder reports like this one. It is important
that you understand how these costs affect your investment returns.
Operating expenses such as these are deducted from a mutual funds gross income
and directly reduce its final investment return. These expenses are expressed as a percentage of a mutual funds average net assets; this percentage is known as a mutual funds expense ratio.
The following examples use the expense ratio and are intended to help you understand the ongoing costs (in dollars) of investing in your Fund and to compare these
costs with those of other mutual funds. The examples are based on an investment of $1,000 made at the beginning of the period shown and held for the entire period.
The table below illustrates your Funds costs in two ways:
|
|
Actual Fund Return.
This section helps you to estimate the actual expenses after fee waivers that your Fund incurred over the period. The Expenses
Paid During Period column shows the actual dollar expense cost incurred by a $1,000 investment in the Fund, and the Ending Account Value number is derived from deducting that expense cost from the Funds gross investment
return.
|
You can use this information, together with the actual amount you invested in the Fund, to estimate the
expenses you paid over that period. Simply divide your account value by $1,000 to arrive at a ratio (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply that ratio by the number shown for your Fund under Expenses Paid
During Period.
|
|
Hypothetical 5% Return.
This section helps you compare your Funds costs with those of other mutual funds. It assumes that the Fund had an annual 5%
return before expenses during the period, but that the expense ratio (Column 3) for the period is unchanged. This example is useful in making comparisons because the Securities and Exchange Commission requires all mutual funds to make this 5%
calculation. You can assess your Funds comparative cost by comparing the hypothetical result for your Fund in the Expenses Paid During Period column with those that appear in the same charts in the shareholder reports for other
mutual funds.
|
Note: Because the hypothetical return is set at 5% for comparison purposes NOT your Funds actual return
the account values shown may not apply to your specific investment.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Beginning
Account
Value
05/01/12
|
|
|
Ending
Account
Value
10/31/12
|
|
|
Annualized
Expense
Ratios
|
|
|
Expenses
Paid
During
Period*
|
|
|
|
|
|
|
Actual Fund Return
|
|
$
|
1,000.00
|
|
|
$
|
970.80
|
|
|
|
1.21
|
%
|
|
$
|
6.01
|
|
|
|
|
|
|
Hypothetical 5% Return
|
|
|
1,000.00
|
|
|
|
1,019.11
|
|
|
|
1.21
|
|
|
|
6.16
|
|
*
|
Expenses are equal to the Funds annualized expense ratio multiplied by the average account value over the period, multiplied by 184/365 (to reflect the one-half year
period).
|
17
Trustees and Officers of The Advisors Inner Circle Fund (Unaudited)
Set forth below are the names, ages, position with the Trust, term of office, and the principal occupations for the last five years of each of the persons currently
serving as the Trustees and Officers of the Trust. Trustees who are deemed not to be interested persons of the Trust are referred to as Independent Board Members. Messrs. Nesher and Doran are Trustees who may be deemed to be
interested persons of the Fund as that term is defined in the 1940 Act by virtue of their affiliation with the Trusts Distributor. The Trusts Statement of Additional Information (SAI) includes additional
information about the Trustees and Officers. The SAI may be obtained without charge by calling 1-877-362-4099. The following chart lists Trustees and Officers as of October 31, 2012.
|
|
|
|
|
|
|
Name,
Address,
Age
1
|
|
Position(s) Held
with the Trust
and Length of
Time
Served
2
|
|
Principal
Occupation(s)
During the
Past 5 Years
|
|
Other Directorships
Held by
Board Member
5
|
INTERESTED
BOARD
MEMBERS
3,4
|
|
|
|
|
|
|
|
|
ROBERT A. NESHER
66 yrs. old
|
|
Chairman of the Board of Trustees (Since 1991)
|
|
SEI employee 1974 to present; currently performs various services on behalf of SEI Investments for which Mr. Nesher is compensated. President and
Director of SEI Structured Credit Fund, LP. President and Chief Executive Officer of SEI Alpha Strategy Portfolios, LP, June 2007 to present. President and Director of SEI Opportunity Fund, L.P. to 2010.
|
|
Current Directorships: Trustee of The Advisors Inner Circle Fund II, Bishop Street Funds, SEI Daily
Income Trust, SEI Institutional International Trust, SEI Institutional Investments Trust, SEI Institutional Managed Trust, SEI Liquid Asset Trust, SEI Asset Allocation Trust, SEI Tax Exempt Trust, Adviser Managed Trust and New Covenant Funds,
President and Director of SEI Structured Credit Fund, L.P. Director of SEI Global Master Fund plc, SEI Global Assets Fund plc, SEI Global Investments Fund plc, SEI InvestmentsGlobal Funds Services, Limited, SEI Investments Global, Limited, SEI
Investments (Europe) Ltd., SEI InvestmentsUnit Trust Management (UK) Limited, SEI Multi-Strategy Funds PLC, SEI Global Nominee Ltd. and SEI Alpha Strategy Portfolios, LP.
Former Directorships: Director of SEI Opportunity Fund, L.P. to 2010.
|
WILLIAM M. DORAN
1701 Market Street Philadelphia, PA 19103
72 yrs. old
|
|
Trustee
(Since 1991)
|
|
Self-Employed Consultant since 2003. Partner at Morgan, Lewis & Bockius LLP (law firm) from 1976 to 2003, counsel to the Trust, SEI Investments,
SIMC, the Administrator and the Distributor.
|
|
Trustee of The Advisors Inner Circle Fund II, Bishop Street Funds, SEI Daily Income Trust, SEI Institutional International Trust, SEI
Institutional Investments Trust, SEI Institutional Managed Trust, SEI Liquid Asset Trust, SEI Asset Allocation Trust and SEI Tax Exempt Trust, Adviser Managed Trust and New Covenant Funds. Director of SEI Alpha Strategy Portfolios, LP. Director of
SEI Investments (Europe), Limited, SEI InvestmentsGlobal Funds Services, Limited, SEI Investments Global, Limited, SEI Investments (Asia), Limited and SEI Asset Korea Co., Ltd., SEI Global Nominee Ltd. and SEI InvestmentsUnit Trust
Management (UK) Limited. Director of the Distributor since 2003.
|
1
|
Unless otherwise noted, the business address of each trustee is SEI Investments Company, 1 Freedom Valley Drive, Oaks, Pennsylvania 19456.
|
2
|
Each Trustee shall hold office during the lifetime of this trust until the election and qualification of his or her successor, or until he or she sooner dies, resigns, or is
removed in accordance with the Trusts Declaration of Trust.
|
3
|
Denotes Trustees who may be deemed to be interested persons of the Fund as that term is defined in the 1940 Act by virtue of their affiliation with the Distributor
and/or its affiliates.
|
4
|
Board Members oversee 45 funds in The Advisors Inner Circle Fund.
|
5
|
Directorships of Companies required to report to the Securities and Exchange Commission under the Securities Exchange act of 1934 (i.e., public companies) or other
investment companies under the 1940 act.
|
18
Trustees and Officers of The Advisors Inner Circle Fund (Unaudited)
|
|
|
|
|
|
|
Name,
Address,
Age
1
|
|
Position(s) Held
with the Trust
and Length of
Time
Served
2
|
|
Principal
Occupation(s)
During the
Past 5 Years
|
|
Other Directorships
Held by
Board Member
4
|
INDEPENDENT
BOARD
MEMBERS
3
|
|
|
|
|
|
|
|
|
CHARLES E. CARLBOM
78 yrs. old
|
|
Trustee
(Since 2005)
|
|
Self-Employed Business Consultant, Business Projects Inc. since 1997.
|
|
Trustee of The Advisors Inner Circle Fund II, Bishop Street Funds, SEI Daily Income Trust, SEI Institutional International Trust, SEI
Institutional Investments Trust, SEI Institutional Managed Trust, SEI Liquid Asset Trust, SEI Asset Allocation Trust and SEI Tax Exempt Trust. Director of SEI Global Master Fund plc, SEI Global Assets Fund plc, SEI Global Investments Fund plc, SEI
InvestmentsGlobal Funds Services, Limited, SEI Investments Global, Limited, SEI Investments (Europe) Ltd., SEI InvestmentsUnit Trust Management (UK) Limited, SEI Multi-Strategy Funds PLC, SEI Global Nominee Ltd. and SEI Alpha Strategy
Portfolios, LP.
|
JOHN K. DARR
68 yrs. old
|
|
Trustee
(Since 2008)
|
|
Retired. CEO, Office of Finance, Federal Home Loan Bank, from 1992 to 2007.
|
|
Trustee of The Advisors Inner Circle Fund II and Bishop Street Funds. Director, Federal Home Loan Bank of Pittsburgh. Director, Manna, Inc.
(non-profit developer of affordable housing for ownership). Director, Meals on Wheels, Lewes/Rehoboth Beach, DE.
|
JOSEPH T. GRAUSE JR.
60 yrs. old
|
|
Trustee
(Since 2011)
|
|
Self-employed consultant since January 2012. Director of Endowments and Foundations, Morningstar Investment Management, Morningstar, Inc., February
2010 to May 2011; Director of International Consulting and Chief Executive Officer of Morningstar Associates Europe Limited, Morningstar, Inc., May 2007 to February 2010; Country ManagerMorningstar UK Limited, Morningstar, Inc., June 2005 to
May 2007.
|
|
Trustee of The Advisors Inner Circle Fund II and Bishop Street Funds.
|
MITCHELL A. JOHNSON
70 yrs. old
|
|
Trustee
(Since 2005)
|
|
Retired. Private investor and self-employed consultant (strategic investments) since 1994.
|
|
Trustee of The Advisors Inner Circle Fund II, Bishop Street Funds, SEI Asset Allocation Trust, SEI Daily Income Trust, SEI Institutional
International Trust, SEI Institutional Managed Trust, SEI Institutional Investments Trust, SEI Liquid Asset Trust, SEI Tax Exempt Trust and SEI Alpha Strategy Portfolios, LP. Director, Federal Agricultural Mortgage Corporation (Farmer Mac) since
1997. Trustee, Citizens Funds (1998 2006). Director, The FBR Rushmore Funds (2002 2005). Trustee, Diversified Investors Portfolios (2006 2008).
|
1
|
Unless otherwise noted, the business address of each trustee is SEI Investments Company, 1 Freedom Valley Drive, Oaks, Pennsylvania 19456.
|
2
|
Each Trustee shall hold office during the lifetime of this trust until the election and qualification of his or her successor, or until he or she sooner dies, resigns, or is
removed in accordance with the Trusts Declaration of Trust.
|
3
|
Board Members oversee 45 funds in The Advisors Inner Circle Fund.
|
4
|
Directorships of Companies required to report to the Securities and Exchange Commission under the Securities Exchange act of 1934 (i.e., public companies) or other
investment companies under the 1940 act.
|
19
Trustees and Officers of The Advisors Inner Circle Fund (Unaudited)
|
|
|
|
|
|
|
Name,
Address,
Age
1
|
|
Position(s) Held
with the Trust
and Length of
Time
Served
2
|
|
Principal
Occupation(s)
During the
Past 5 Years
|
|
Other Directorships
Held by
Board Member
4
|
INDEPENDENT
BOARD MEMBERS
3
(continued)
|
|
|
|
|
|
|
|
|
BETTY L. KRIKORIAN
69 yrs. old
|
|
Trustee
(Since 2005)
|
|
Vice President, Compliance, AARP Financial Inc. from 2008 to 2010. Self-Employed Legal and Financial Services Consultant since 2003. Counsel (in-house)
for State Street Bank from 1995 to 2003.
|
|
Trustee of The Advisors Inner Circle Fund II and Bishop Street Funds.
|
BRUCE R.
SPECA
56 yrs. old
|
|
Trustee
(Since 2011)
|
|
Global Head of Asset Allocation, Manulife Asset Management (subsidiary of Manulife Financial), June 2010 to May 2011; Executive Vice
PresidentInvestment Management Services, John Hancock Financial Services (subsidiary of Manulife Financial), June 2003 to June 2010.
|
|
Trustee of The Advisors Inner Circle Fund II and Bishop Street Funds.
|
JAMES M. STOREY
81 yrs. old
|
|
Trustee
(Since 1994)
|
|
Attorney, Solo Practitioner since 1994.
|
|
Trustee/Director of The Advisors Inner Circle Fund II, Bishop Street Funds, U.S. Charitable Gift Trust, SEI Daily Income Trust, SEI Institutional
International Trust, SEI Institutional Investments Trust, SEI Institutional Managed Trust. Trustee of SEI Liquid Asset Trust, SEI Asset Allocation Trust, SEI Tax Exempt Trust and SEI Alpha Strategy Portfolios, LP. until December
2010.
|
GEORGE J. SULLIVAN, JR.
69 yrs. old
|
|
Trustee
Lead
Independent Trustee
(Since 1999)
|
|
Retired since January 2012. Self-employed Consultant, Newfound Consultants Inc. April 1997 to December 2011.
|
|
Current Directorships: Trustee/ Director of State Street Navigator Securities Lending Trust, The
Advisors Inner Circle Fund II, Bishop Street Funds, SEI Structured Credit Fund, LP, SEI Daily Income Trust, SEI Institutional International Trust, SEI Institutional Investments Trust, SEI Institutional Managed Trust, SEI Liquid Asset Trust,
SEI Asset Allocation Trust, SEI Tax Exempt Trust and SEI Alpha Strategy Portfolios, LP, Adviser Managed Trust and New Covenant Funds; member of the independent review committee for SEIs Canadian-registered mutual funds.
Former Directorships: Director of SEI Opportunity Fund, L.P. to 2010.
|
1
|
Unless otherwise noted, the business address of each trustee is SEI Investments Company, 1 Freedom Valley Drive, Oaks, Pennsylvania 19456.
|
2
|
Each Trustee shall hold office during the lifetime of this trust until the election and qualification of his or her successor, or until he or she sooner dies, resigns, or is
removed in accordance with the Trusts Declaration of Trust.
|
3
|
Board Members oversee 45 funds in The Advisors Inner Circle Fund.
|
4
|
Directorships of Companies required to report to the Securities and Exchange Commission under the Securities Exchange act of 1934 (i.e., public companies) or other
investment companies under the 1940 act.
|
20
Trustees and Officers of The Advisors Inner Circle Fund (Unaudited)
|
|
|
|
|
|
|
Name,
Address,
Age
1
|
|
Position(s) Held
with the Trust
and Length of
Time Served
|
|
Principal
Occupation(s)
During the
Past 5 Years
|
|
Other Directorships
Held by
Officer
|
OFFICERS
|
|
|
|
|
|
|
|
|
|
|
MICHAEL BEATTIE
47 yrs. old
|
|
President
(Since 2011)
|
|
Director of Client Service at SEI from 2004 to 2011. Vice President at SEI from 2009 to November 2011.
|
|
None.
|
MICHAEL LAWSON
52 yrs. old
|
|
Treasurer, Controller and
Chief Financial Officer
(Since
2005)
|
|
Director, SEI Investments, Fund Accounting since July 2005. Manager, SEI Investments, Fund Accounting at SEI Investments AVP from April 1995 to
February 1998 and November 1998 to July 2005.
|
|
None.
|
RUSSELL
EMERY
49 yrs. old
|
|
Chief Compliance Officer
(Since 2006)
|
|
Chief Compliance Officer of SEI Structured Credit Fund, LP and SEI Alpha Strategy Portfolios, LP since June 2007. Chief Compliance Officer of SEI
Opportunity Fund, L.P., SEI Institutional Managed Trust, SEI Asset Allocation Trust, SEI Institutional International Trust, SEI Institutional Investments Trust, SEI Daily Income Trust, SEI Liquid Asset Trust and SEI Tax Exempt Trust since March
2006.
|
|
None.
|
DIANNE M. SULZBACH
35 yrs. old
|
|
Vice President
and Secretary
(Since
2011)
|
|
Counsel at SEI Investments since 2010. Associate at Morgan, Lewis & Bockius LLP from 2006 to 2010. Associate at Morrison & Foerster LLP from
2003 to 2006. Associate at Stradley Ronon Stevens & Young LLP from 2002 to 2003.
|
|
None
|
TIMOTHY D. BARTO
44 yrs. old
|
|
Vice President
and Assistant Secretary
(Since
1999)
|
|
General Counsel and Secretary of SIMC and the Administrator since 2004. Vice President of SIMC and the Administrator since 1999. Vice President and
Assistant Secretary of SEI Investments since 2001. Assistant Secretary of SIMC, the Administrator and the Distributor, and Vice President of the Distributor from 1999 to 2003.
|
|
None.
|
KERI ROHN
32 yrs. old
|
|
Privacy Officer (Since 2009)
AML Officer
(Since
2011)
|
|
Compliance Officer at SEI Investments since 2003.
|
|
None.
|
JOHN MUNCH
41 yrs. old
|
|
Vice President
and Assistant Secretary
(Since
2012)
|
|
Attorney SEI Investments Company since 2001.
|
|
None.
|
1
|
Unless otherwise noted, the business address of each trustee is SEI Investments Company, 1 Freedom Valley Drive, Oaks, Pennsylvania 19456.
|
21
NOTICE TO SHAREHOLDERS
OF
FMC STRATEGIC VALUE FUND
(Unaudited)
For shareholders that do not
have an October 31, 2012 tax year end, this notice is for informational purposes only. For shareholders with an October 31, 2012 tax year end, please consult your tax advisor as to the pertinence of this notice. For the fiscal year ended
October 31, 2012, the Fund is designating the following items with regard to distributions paid during the year.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Return
of Capital
|
|
Long-Term
Capital Gain
Distribution
|
|
Ordinary
Income
Distributions
|
|
Total
Distributions
|
|
Dividends
Qualifying for
Corporate
Dividends
Receivable
Deduction (1)
|
|
Qualifying
Dividend
Income (2)
|
|
U.S.
Government
Interest (3)
|
|
Interest
Related
Dividends (4)
|
|
Short-Term
Capital
Gain
Dividends (5)
|
3.26%
|
|
40.93%
|
|
55.81%
|
|
100.00%
|
|
100.00%
|
|
100.00%
|
|
0.00%
|
|
4.35%
|
|
100.00%
|
(1)
|
Qualifying dividends represent dividends which qualify for the corporate dividends received deduction and is reflected as a percentage of ordinary income distributions (the total
of short term capital gain and net investment income distributions).
|
(2)
|
The percentage in this column represents the amount of Qualifying Dividend Income as created by the Jobs and Growth Tax Relief Reconciliation Act of 2003 and is
reflected as a percentage of ordinary income distributions (the total of short-term capital gain and net investment income distributions). It is the intention of the Fund to designate the maximum amount permitted by the law.
|
(3)
|
U.S. Government Interest represents the amount of interest that was derived from direct U.S. Government obligations and distributed during the fiscal year. This
amount is reflected as a percentage of ordinary income distributions (the total of short-term capital gain and net investment income distributions). However, for shareholders of the Fund who are residents of California, Connecticut and New York, the
statutory threshold requirements were not satisfied to permit exemptions of these amounts in state income.
|
(4)
|
The percentage in this column represents the amount of Interest Related Dividends as created by the American Jobs Creation Act of 2004 and is reflected as a
percentage of net investment income distributions that is exempt from U.S. withholding tax when paid to foreign investors.
|
(5)
|
The percentage in this column represents the amount of Short-Term Capital Gain Dividends as created by the American Jobs Creation Act of 2004 and is reflected as a
percentage of short-term capital gain distributions that is exempt from U.S. withholding tax when paid to foreign investors.
|
The
information reported herein may differ from the information and distributions taxable to the shareholders for the calendar year ending December 31, 2012. Complete information will be computed and reported in conjunction with your 2012 Form
1099-DIV.
22
Item 2. Code of Ethics.
The Registrant has adopted a code of ethics that applies to the Registrants principal executive officer, principal financial officer, controller or principal accounting officer, and any person who
performs a similar function.
Item 3. Audit Committee Financial Expert.
(a)(1) The Registrants board of trustees has determined that the Registrant has at least one audit committee financial expert serving on the audit committee.
(a)(2) The audit committee financial experts are John Darr and George Sullivan, and they are independent as defined in Form N-CSR Item 3(a)(2).
Item 4. Principal Accountant Fees and Services.
Fees billed by PricewaterhouseCoopers LLP (PwC) related to the Trust
PwC billed the
Trust aggregate fees for services rendered to the Trust for the last two fiscal years was as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2012
|
|
|
2011
|
|
|
|
|
|
All fees and
services to
the Trust that
were pre-
approved
|
|
|
All fees and
services to
service
affiliates that
were pre-
approved
|
|
|
All other fees
and services
to service
affiliates that
did not
require
pre-
approval
|
|
|
All fees and
services to
the Trust that
were pre-
approved
|
|
|
All fees and
services
to
service
affiliates that
were pre-
approved
|
|
|
All other fees
and services
to service
affiliates that
did not
require
pre-
approval
|
|
(a)
|
|
Audit Fees
|
|
$
|
250,692
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
209,462
|
|
|
$
|
0
|
|
|
$
|
0
|
|
(b)
|
|
Audit-Related Fees
|
|
$
|
12,000
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
11,286
|
|
|
$
|
0
|
|
|
$
|
0
|
|
(c)
|
|
Tax Fees
|
|
$
|
55,000
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
56,000
|
|
|
$
|
0
|
|
|
$
|
0
|
|
(d)
|
|
All Other Fees
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
Fees billed by Ernst & Young LLP (E&Y) related to the Trust
E&Y billed the Trust aggregate fees for services rendered to the Trust for the last two fiscal years was as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2012
|
|
2011
|
|
|
|
|
All fees and
services
to
the Trust that
were pre-
approved
|
|
|
All fees and
services to
service
affiliates that
were pre-
approved
|
|
All other fees
and services
to service
affiliates that
did not
require
pre-
approval
|
|
All fees and
services to
the Trust that
were pre-
approved
|
|
|
All fees and
services to
service
affiliates that
were pre-
approved
|
|
All other fees
and services
to service
affiliates that
did not
require
pre-
approval
|
(a)
|
|
Audit Fees
|
|
$
|
406,500
|
|
|
N/A
|
|
N/A
|
|
$
|
341,200
|
|
|
N/A
|
|
N/A
|
(b)
|
|
Audit-Related Fees
|
|
|
N/A
|
|
|
N/A
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
N/A
|
(c)
|
|
Tax Fees
|
|
$
|
11,292
|
|
|
N/A
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
N/A
|
(d)
|
|
All Other Fees
|
|
|
N/A
|
|
|
N/A
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
N/A
|
Fees billed by Deloitte & Touche LLP (D&T) related to the Trust
D&T billed the Trust aggregate fees for services rendered to the Trust for the last two fiscal years was as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2012
|
|
2011
|
|
|
|
|
All fees and
services to
the Trust that
were pre-
approved
|
|
|
All fees and
services to
service
affiliates that
were pre-
approved
|
|
All other fees
and services
to service
affiliates that
did not
require pre-
approval
|
|
All fees and
services to
the Trust that
were pre-
approved
|
|
All fees and
services
to
service
affiliates that
were pre-
approved
|
|
All other fees
and services
to service
affiliates that
did not
require
pre-
approval
|
(a)
|
|
Audit Fees
|
|
$
|
120,000
|
|
|
N/A
|
|
N/A
|
|
N/A
|
|
N/A
|
|
N/A
|
(b)
|
|
Audit-Related Fees
|
|
|
N/A
|
|
|
N/A
|
|
N/A
|
|
N/A
|
|
N/A
|
|
N/A
|
(c)
|
|
Tax Fees
|
|
$
|
69,000
|
|
|
N/A
|
|
N/A
|
|
N/A
|
|
N/A
|
|
N/A
|
(d)
|
|
All Other Fees
|
|
|
N/A
|
|
|
N/A
|
|
N/A
|
|
N/A
|
|
N/A
|
|
N/A
|
(e)(1) Not applicable.
(e)(2) Percentage of fees billed applicable to non-audit services pursuant to waiver of pre-approval requirement were as follows (PwC):
|
|
|
|
|
|
|
|
|
|
|
2012
|
|
|
2011
|
|
Audit-Related Fees
|
|
|
5
|
%
|
|
|
4
|
%
|
Tax Fees
|
|
|
23
|
%
|
|
|
20
|
%
|
All Other Fees
|
|
|
0
|
%
|
|
|
0
|
%
|
(e)(2) Percentage of fees billed applicable to non-audit services pursuant to waiver of pre-approval requirement were as
follows (E&Y):
|
|
|
|
|
|
|
|
|
|
|
2012
|
|
|
2011
|
|
Audit-Related Fees
|
|
|
0
|
%
|
|
|
0
|
%
|
Tax Fees
|
|
|
3
|
%
|
|
|
0
|
%
|
All Other Fees
|
|
|
0
|
%
|
|
|
0
|
%
|
(e)(2) Percentage of fees billed applicable to non-audit services pursuant to waiver of pre-approval requirement were as
follows (D&T):
|
|
|
|
|
|
|
|
|
|
|
2012
|
|
|
2011
|
|
Audit-Related Fees
|
|
|
0
|
%
|
|
|
N/A
|
|
Tax Fees
|
|
|
58
|
%
|
|
|
N/A
|
|
All Other Fees
|
|
|
0
|
%
|
|
|
N/A
|
|
(f) Not applicable.
(g) The aggregate non-audit fees and services billed by PwC for the last two fiscal years were $29,771,000 and $34,500,000 for 2012 and 2011, respectively.
(g) The aggregate non-audit fees and services billed by E&Y for the last two fiscal years were $0 and $0 for 2012 and 2011, respectively.
(g) The aggregate non-audit fees and services billed by D&T for the last two fiscal years were $0 and $0 for 2012 and 2011, respectively.
(h) During the past fiscal year, all non-audit services provided by Registrants principal accountant to either Registrants investment adviser
or to any entity controlling, controlled by, or under common control with Registrants investment adviser that provides ongoing services to Registrant were pre-approved by the audit committee of Registrants Board of
Trustees. Included in the audit committees pre-approval was the review and consideration as to whether the provision of these non-audit services is compatible with maintaining the principal accountants independence.
Item 5. Audit Committee of Listed Registrants.
Not applicable to open-end management investment companies.
Item 6. Schedule of Investments
Schedule of Investments is included as part of the
Report to Shareholders filed under Item 1 of this form.
Item 7. Disclosure of Proxy Voting Policies and Procedures for
Closed-End Management Investment Companies.
Not applicable to open-end management investment companies.
Item 8. Portfolio Managers of Closed-End Management Investment Companies
Not applicable. Effective for closed-end management investment companies for fiscal years ending on or after December 31, 2005.
Item 9. Purchases of Equity Securities by Closed-End Management Company and Affiliated Purchasers.
Not applicable to open-end management investment companies.
Item 10. Submission of
Matters to a Vote of Security Holders.
There have been no changes to the procedures by which shareholders may recommend nominees to the
Registrants Board of Trustees during the period covered by this report.
Item 11. Controls and Procedures.
(a) The Registrants principal executive and principal financial officers, or persons performing similar functions, have concluded that the
Registrants disclosure controls and procedures (as defined in Rule 30a-3(c) under the Act (17 CFR 270.30a-3(c))) as of a date within 90 days of the filing date of the report, are effective based on the evaluation of these controls and
procedures required by Rule 30a-3(b) under the Act (17 CFR 270.30a-3(b)) and Rules 13a-15(b) or 15d-15(b) under the Exchange Act (17 CFR 240.13a-15(b) or 240.15d-15(b)).
(b) There has been no change in the Registrants internal control over financial reporting (as defined in Rule 30a-3(d) under the Act (17 CFR 270.30a-3(d)) that occurred during the second fiscal
quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the Registrants internal control over financial reporting.
Item 12. Exhibits.
(a)(1) Code of Ethics attached hereto.
(a)(2) A separate certification for the principal
executive officer and the principal financial officer of the Registrant as required by Rule 30a-2(a) under the Investment Company Act of 1940, as amended (17 CFR 270.30a-2(a)), are filed herewith.
(b) Officer certifications as required by Rule 30a-2(b) under the Investment Company Act of 1940, as amended (17 CFR 270.30a-2(b)) also accompany this
filing as an exhibit.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
|
|
|
|
|
|
|
(Registrant)
|
|
|
|
The Advisors Inner Circle Fund
|
|
|
|
|
|
|
By (Signature and Title)*
|
|
|
|
/s/ M
ICHAEL
B
EATTIE
|
|
|
|
|
|
|
Michael Beattie, President
|
|
|
Date: January 4, 2013
|
|
|
|
|
|
|
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report
has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
|
|
|
|
|
|
|
By (Signature and Title)*
|
|
|
|
/s/ M
ICHAEL
B
EATTIE
|
|
|
|
|
|
|
Michael Beattie, President
|
|
|
Date: January 4, 2013
|
|
|
|
|
|
|
|
|
|
|
By (Signature and Title)*
|
|
|
|
/s/ M
ICHAEL
L
AWSON
|
|
|
|
|
|
|
Michael Lawson, Treasurer,
Controller & CFO
|
|
|
Date: January 4, 2013
|
|
|
|
|
|
|
*
|
Print the name and title of each signing officer under his or her signature.
|