NOTES TO FINANCIAL
STATEMENTS
(Unaudited)
1. ORGANIZATION:
The Advisors Inner Circle Fund II
(the Trust) is organized as a Massachusetts business trust under an Amended and Restated Agreement and
Declaration of Trust dated July 24, 1992. The Trust is registered under the Investment Company Act of 1940, as amended, as an open-end management investment company with 38 funds. The financial statements herein are those of the Champlain All
Cap Fund, Champlain Mid Cap Fund and Champlain Small Company Fund (each a Fund and collectively, the Funds). The investment objective of the Funds is capital appreciation. The Funds are diversified funds. The Champlain Mid
Cap Fund invests primarily (at least 80% of its net assets) in medium-sized companies with market capitalization of less than $15 billion, the Champlain Small Company Fund invests in small companies with market capitalization of less than $2.5
billion and the Champlain All Cap Fund invests primarily (at least 80% of its net assets) in equity securities. The financial statements of the remaining funds within the Trust are presented separately. The assets of each fund of the Trust are
segregated, and a shareholders interest is limited to the fund in which shares are held. The Funds currently offer Advisor Shares; the Champlain Mid Cap Fund also offers Institutional Shares, which commenced operations on January 3, 2011.
The Champlain All Cap Fund commenced operations on December 31, 2013.
2. SIGNIFICANT ACCOUNTING POLICIES:
The following is a summary of the significant accounting policies followed by the Funds:
Use of Estimates
The preparation of financial statements in conformity with U.S. generally accepted accounting principles (U.S. GAAP) requires management to make estimates and assumptions that affect
the reported amount 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.
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39
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CHAMPLAIN INVESTMENT
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PARTNERS
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THE ADVISORS INNER CIRCLE FUND II
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CHAMPLAIN FUNDS
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JANUARY 31, 2014
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Securities for which market prices are not readily
available are valued in accordance with Fair Value Procedures established by the Trusts Board of Trustees (the Board). The Trusts 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 Trusts Fair Value Procedures, the Committee will
determine the value after taking into consideration relevant information reasonably available to the Committee. As of January 31, 2014, there were no fair valued securities held by the Funds.
In accordance with the authoritative guidance on fair value measurements and disclosure under U.S. GAAP, the Funds disclose the fair value of their
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 to sell an asset or paid to transfer a
liability 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 Funds have 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 other significant observable inputs (includes quoted prices for similar securities, interest rates, prepayment spreads, credit risk, referenced indices, quoted prices in inactive markets, adjusted quoted prices in
active markets, etc.); and
Level 3 Prices, inputs or exotic modeling techniques which are both significant to the fair
value measurement and unobservable (supported by little or no market activity).
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40
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CHAMPLAIN INVESTMENT
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PARTNERS
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THE ADVISORS INNER CIRCLE FUND II
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CHAMPLAIN FUNDS
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JANUARY 31, 2014
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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 inputs may include Level 1 or Level 2 inputs as components of the overall fair value measurement.
As of January 31, 2014, each of the Funds investments in securities were considered Level 1, in accordance with the authoritative
guidance on fair value measurements and disclosure under U.S. GAAP.
For details of investment classifications, reference the Schedules
of Investments. The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities. For the period ended January 31, 2014, there have been no significant changes to
the Funds fair value methodologies and there have been no transfers between Level 1 and Level 2 assets and liabilities.
Federal
Income Taxes
It is each Funds intention to qualify or continue to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code and to distribute all of their taxable income. Accordingly, no provision for
Federal income taxes has been made in the financial statements.
The Funds evaluate 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 year. The Funds 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 3 tax year ends, as applicable), on-going analysis of
and changes to tax laws, regulations and interpretations thereof.
As of and during the period ended January 31, 2014, the Funds did
not have liabilities for any unrecognized tax benefits. The Funds recognize interest and penalties, if any, related to unrecognized tax benefits as income tax expense on the Statement of Operations. During the period ended January 31, 2014, the
Funds did not incur any interest or penalties.
Security Transactions and Investment Income
Security transactions
are accounted for on trade date for financial reporting purposes. Costs used in determining realized gains and losses on the sales of investment securities are based on specific identification. Dividend income is recognized on the ex-dividend date
and interest income is recognized on an accrual basis.
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41
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CHAMPLAIN INVESTMENT
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PARTNERS
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THE ADVISORS INNER CIRCLE FUND II
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CHAMPLAIN FUNDS
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JANUARY 31, 2014
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Classes
Class specific expenses, such as distribution
fees, are borne by that class of shares. Income, realized and unrealized gains/losses and non-class specific expenses are allocated to the respective class on the basis of relative net assets.
Expenses
Most expenses of the Trust can be directly attributed to a particular fund. Expenses that cannot be directly
attributed to a particular fund are apportioned among the funds of the Trust 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 annually by the Funds.
Any net realized capital gains are distributed to shareholders at least annually.
Deferred Offering Costs
Offering
costs, including costs of printing initial prospectus, legal and registration fees, are amortized over twelve-months from inception of a fund. As of January 31, 2014, the remaining amount still to be amortized for the Champlain All Cap Fund was
$47,489.
3. TRANSACTIONS WITH AFFILIATES:
Certain officers and a trustee of the Trust are also officers of SEI Investments Global Funds Services (the Administrator), a wholly owned subsidiary of SEI Investments Company, and/or SEI Investments
Distribution Co. (the Distributor). Such officers and the trustee are paid no fees by the Trust for serving as officers and trustee of the Trust.
The services provided by the Chief Compliance Officer (CCO) and his staff, who are the employees of the Administrator, are paid for by the Trust as incurred. The services include regulatory oversight of
the Trusts Advisors and service providers as required by SEC regulations. The CCOs services have been approved by and are reviewed by the Board.
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 Fund at an annual rate of:
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0.10% on the first $250 million of the Funds average daily net assets;
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0.08% on the next $250 million of the Funds average daily net assets; and
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0.06% on the Funds average daily net assets over $500 million.
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The Funds are subject to a minimum annual administration fee of $300,000, There is also a minimum annual administration fee of
$15,000 per additional class.
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42
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CHAMPLAIN INVESTMENT
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PARTNERS
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THE ADVISORS INNER CIRCLE FUND II
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CHAMPLAIN FUNDS
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JANUARY 31, 2014
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The Funds have adopted a Distribution Plan (the Plan) for the Advisor
Shares. Under the Plan, the Distributor, or third parties that enter into agreements with the Distributor, may receive up to 0.25% of the Funds average net assets attributable to the Advisor Shares as compensation for distribution services.
DST Systems, Inc. serves as the transfer agent and dividend disbursing agent for the Funds under a transfer agency agreement with the Trust. The Funds
may earn cash management credits which can be used to offset transfer agent expenses. During the period ended January 31, 2014, the Mid Cap Fund earned credits of $2,275 and the Small Company Fund earned credits of $1,635 which were used to
offset transfer agent expenses. These amounts are listed as Fees Paid Indirectly on the Statements of Operations.
U.S. Bank, N.A. acts as
custodian (the Custodian) for the Funds. The Custodian plays no role in determining the investment policies of the Funds or which securities are to be purchased or sold by the Funds.
5. INVESTMENT ADVISORY AGREEMENT:
Champlain
Investment Partners, LLC (the Adviser) serves as the investment adviser to the Funds. For its services, the Adviser is entitled to a fee, which is calculated daily and paid monthly, at an annual rate of 0.65%, 0.80% and 0.90% of the All
Cap Fund, Mid Cap Fund and Small Company Funds average daily net assets, respectively. The Adviser has contractually agreed to limit the total expenses of the All Cap Fund Advisor Shares, Mid Cap Fund Advisor Shares, Mid Cap Fund
Institutional Shares and Small Company Fund Advisor Shares (excluding interest, taxes, brokerage commissions, acquired Fund fees and extraordinary expenses) to 1.15%, 1.30%, 1.05% and 1.40% of the Funds respective average daily
net assets through November 30, 2015 for the All Cap Fund and November 30, 2014 for the Mid Cap and Small Company Funds. To maintain these expense limitations, the Adviser may waive a portion of its advisory fee and/or reimburse certain
expenses of the Funds. If at any point it becomes unnecessary for the Adviser to make expense limitation reimbursements, the Adviser may retain the difference between the Total Annual Fund Operating Expenses and the aforementioned
expense limitations to recapture all or a portion of its prior expense limitation reimbursements made during the preceding three year period. During the period ended January 31, 2014, the Adviser recaptured $29,487 of prior expense limitation
reimbursements for the Mid Cap Fund. At January 31, 2014, fees which were previously waived and reimbursed by the Adviser which may be subject to future reimbursement to the Adviser were $168,649, expiring 2015, $15,035, expiring in 2016, and
$29,557, expiring in 2017 for the Mid Cap Fund and $6,915, expiring in 2017 for the All Cap Fund.
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43
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CHAMPLAIN INVESTMENT
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PARTNERS
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THE ADVISORS INNER CIRCLE FUND II
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CHAMPLAIN FUNDS
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JANUARY 31, 2014
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6. SHARE TRANSACTIONS:
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Champlain All Cap Fund
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Period
Ended
January 31, 2014
(Unaudited)
(1)
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Advisor Shares
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Issued
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555,633
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Reinvestment of Distributions
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Redeemed
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(740
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)
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Net Advisor Class Shares Capital
Share Transactions
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554,893
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Net Increase in Shares Outstanding
from Share
Transactions
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554,893
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Champlain Mid Cap Fund
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Six Months Ended
January 31, 2014
(Unaudited)
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Year
Ended
July 31, 2013
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Advisor Shares
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Issued
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5,122,157
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12,173,350
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Reinvestment of Distributions
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2,837,920
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1,349,729
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Redeemed
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(4,050,459
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)
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(7,955,832
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)
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Net Advisor Class Shares Capital
Share Transactions
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3,909,618
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5,567,247
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Institutional Shares
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Issued
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1,008,265
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2,811,241
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Reinvestment of Distributions
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649,918
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267,822
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Redeemed
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(633,488
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)
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(1,301,960
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)
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Net Institutional Class Shares Capital
Share
Transactions
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1,024,695
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1,777,103
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Net Increase in Shares Outstanding
from Share
Transactions
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4,934,313
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7,344,350
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(1) Commenced operations on December 31, 2013.
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44
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CHAMPLAIN INVESTMENT
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PARTNERS
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THE ADVISORS INNER CIRCLE FUND II
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CHAMPLAIN FUNDS
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JANUARY 31, 2014
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Champlain Small Company Fund
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Six Months Ended
January 31, 2014
(Unaudited)
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Year
Ended
July 31, 2013
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Advisor Shares
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Issued
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7,031,640
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15,592,157
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Reinvestment of Distributions
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6,610,102
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6,197,622
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Redeemed
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(6,950,586
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)
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(11,390,088
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)
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Net Advisor Class Shares Capital
Share Transactions
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6,691,156
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10,399,691
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Net Increase in Shares Outstanding
from Share
Transactions
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6,691,156
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10,399,691
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7. INVESTMENT TRANSACTIONS:
For the period ended January 31, 2014, the purchases and sales of investment securities other than long-term U.S. Government and short-term investments were:
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Purchases
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Sales
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Champlain All Cap Fund
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$
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5,077,959
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$
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Champlain Mid Cap Fund
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157,481,997
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154,919,672
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Champlain Small Company Fund
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247,237,995
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233,814,503
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There were no purchases or sales of long-term U.S. Government securities for any of the funds.
8. FEDERAL TAX INFORMATION:
The amount and
character of income and capital gain distributions, if any, to be paid, are determined in accordance with Federal income tax regulations, which may differ from U.S. GAAP. These differences are primarily due to differing book and tax treatments in
the timing of recognition of gains or losses on investments. Permanent book and tax differences, if any, result in reclassifications to undistributed net investment income (loss), and accumulated net realized gain (loss).
The tax character of dividends and distributions declared for the Mid Cap Fund during the years ended July 31, 2013 and July 31, 2012 was as follows:
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Ordinary
Income
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Long-Term
Capital Gain
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Total
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2013
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$
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11,511,213
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$
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8,698,864
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$
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20,210,077
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2012
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3,665,300
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4,351,096
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8,016,396
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45
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CHAMPLAIN INVESTMENT
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PARTNERS
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THE ADVISORS INNER CIRCLE FUND II
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CHAMPLAIN FUNDS
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JANUARY 31, 2014
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The tax character of dividends and distributions declared for the Small Company Fund
during the years ended July 31, 2013 and July 31, 2012 was as follows:
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Ordinary
Income
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Long-Term
Capital Gain
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Total
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2013
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$
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14,303,881
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$
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72,172,011
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$
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86,475,892
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2012
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66,922,784
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66,922,784
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For tax purposes, short term gains are considered ordinary income.
As of July 31, 2013, the components of Distributable Earnings on a tax basis were as follows:
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Mid Cap
Fund
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Small Company
Fund
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Undistributed Ordinary Income
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$
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11,224,663
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$
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17,251,579
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Undistributed Long-Term Capital Gain
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24,121,043
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75,816,199
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Unrealized Appreciation
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99,484,314
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208,689,698
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Total Distributable Earnings
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$
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134,830,020
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$
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301,757,476
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For Federal income tax purposes, the cost of securities owned at July 31, 2013, and net realized gains or losses on securities
sold for the period were different from the amounts reported for financial reporting purposes. These differences were primarily due to wash sales which cannot be used for Federal income tax purposes in the current year and have been deferred for use
in future years.
The Federal tax cost and aggregate gross unrealized appreciation and depreciation on investments held by the Funds at January 31,
2014 were as follows:
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Federal
Tax Cost
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Aggregate
Gross
Unrealized
Appreciation
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Aggregate
Gross
Unrealized
Depreciation
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Net
Unrealized
Appreciation
(Depreciation)
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All Cap Fund
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$
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5,731,524
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$
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41,753
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$
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(196,639
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)
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$
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(154,886
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)
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Mid Cap Fund
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574,145,491
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116,905,904
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(13,142,708
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)
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103,763,196
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Small Company Fund
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940,151,319
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259,141,703
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(28,965,483
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)
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230,176,220
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9. OTHER:
At
January 31, 2014, 37% of the total shares outstanding of the Mid Cap Fund Advisor Shares were held by two shareholders, 77% of the total shares outstanding of the Mid Cap Fund Institutional Shares were held by two shareholders and 52% of the
total shares
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46
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CHAMPLAIN INVESTMENT
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PARTNERS
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THE ADVISORS INNER CIRCLE FUND II
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CHAMPLAIN FUNDS
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JANUARY 31, 2014
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outstanding of the Small Company Fund Advisor Shares were held by two shareholders. These shareholders were comprised of omnibus accounts that were held on behalf of various individual
shareholders.
In the normal course of business, the Funds enter into contracts that provide general indemnifications. The Funds maximum exposure
under these arrangements is dependent on future claims that may be made against the Funds and, therefore, cannot be established; however, based on experience, the risk of loss from such claim is considered remote.
10. LINE OF CREDIT:
The Small Company and
Mid Cap Funds entered into agreements which enable them to participate in lines of credit with the Custodian. The Champlain Mid Cap Fund participates in a $35 million uncommitted, senior secured line of credit and the Champlain Small Company Fund
participates in a $60 million uncommitted, senior secured line of credit, which have maturity dates of February 18, 2015. The proceeds from the borrowings shall be used to provide temporary liquidity to the Funds as necessary in order to meet
redemption needs. Interest is charged to the Funds based on the outstanding principal balance of the borrowings at an annual rate equal to the Custodians then-current prime-lending rate. These fees are included as Other Expenses on
the Statements of Operations. As of and during the six months ended January 31, 2014, there were no borrowings outstanding and during the six months ended January 31, 2014, neither of the funds used their line of credit.
11. SUBSEQUENT EVENTS:
The Funds have
evaluated the need for additional disclosures and/or adjustments resulting from subsequent events through the date the financial statements were issued. Based on this evaluation, no additional disclosures or adjustments were required to the
financial statements.
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47
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CHAMPLAIN INVESTMENT
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PARTNERS
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THE ADVISORS INNER CIRCLE FUND II
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CHAMPLAIN FUNDS
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JANUARY 31, 2014
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BOARD CONSIDERATIONS IN RE-APPROVING
THE CHAMPLAIN SMALL COMPANY
FUND AND CHAMPLAIN MID CAP FUND ADVISORY AGREEMENT
(Unaudited)
Pursuant to Section 15 of the Investment Company Act of 1940 (the 1940 Act), the Funds advisory agreement (the Agreement) must be
renewed after its initial two-year term: (i) by the vote of the Board of Trustees (the Board or the Trustees) of The Advisors Inner Circle Fund II (the Trust) or by a vote of a majority of the
shareholders of the Funds; and (ii) by the vote of a majority of the Trustees who are not parties to the Agreement or interested persons of any party thereto, as defined in the 1940 Act (the Independent Trustees), cast
in person at a meeting called for the purpose of voting on such renewal.
A Board meeting was held on August 13, 2013 to decide whether to renew the
Agreement for an additional one-year term. In preparation for the meeting, the Trustees requested that the Adviser furnish information necessary to evaluate the terms of the Agreement. Prior to the meeting, the Independent Trustees of the Funds met
to review and discuss the information provided and submitted a request for additional information to the Adviser, and information was provided in response to this request. The Trustees used this information, as well as other information that the
Adviser and other service providers of the Funds presented or submitted to the Board at the meeting and other meetings held during the prior year, to help them decide whether to renew the Agreement for an additional year.
Specifically, the Board requested and received written materials from the Adviser and other service providers of the Funds regarding: (i) the nature, extent
and quality of the Advisers services; (ii) the Advisers investment management personnel; (iii) the Advisers operations and financial condition; (iv) the Advisers brokerage practices (including any soft dollar
arrangements) and investment strategies; (v) the Funds advisory fees paid to the Adviser and overall fees and operating expenses compared with a peer group of mutual funds; (vi) the level of the Advisers profitability from its
relationship with the Funds, including both direct and indirect benefits accruing to the Adviser and its affiliates; (vii) the Advisers potential economies of scale; (viii) the Advisers compliance systems; (ix) the
Advisers policies on and compliance procedures for personal securities transactions; and (x) the Funds performance compared with a peer group of mutual funds and the Funds benchmark indices.
Representatives from the Adviser, along with other Fund service providers, presented additional information and participated in question and answer sessions at the
Board meeting to help the Trustees evaluate the Advisers services, fees and other aspects of the Agreement. The Independent Trustees received advice from independent counsel and met in executive sessions outside the presence of Fund management
and the Adviser.
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48
|
|
CHAMPLAIN INVESTMENT
|
|
PARTNERS
|
|
|
|
THE ADVISORS INNER CIRCLE FUND II
|
|
CHAMPLAIN FUNDS
|
|
|
JANUARY 31, 2014
|
|
|
|
BOARD CONSIDERATIONS IN RE-APPROVING THE CHAMPLAIN SMALL COMPANY
FUND AND CHAMPLAIN MID CAP FUND ADVISORY AGREEMENT
(Unaudited) (continued)
At the Board meeting, the Trustees, including all of the Independent Trustees, based on their evaluation of the information provided by the Adviser and other
service providers of the Funds, renewed the Agreement. In considering the renewal of the Agreement, the Board considered various factors that they determined were relevant, including: (i) the nature, extent and quality of the services provided
by the Adviser; (ii) the investment performance of the Funds and the Adviser; (iii) the costs of the services provided and profits realized by the Adviser from its relationship with the Funds, including both direct and indirect benefits
accruing to the Adviser and its affiliates; (iv) the extent to which economies of scale are being realized by the Adviser; and (v) whether fee levels reflect any economies of scale being realized by the Adviser for the benefit of Fund
investors, as discussed in further detail below.
NATURE, EXTENT AND QUALITY OF SERVICES PROVIDED BY THE ADVISER
In considering the nature, extent and quality of the services provided by the Adviser, the Board reviewed the portfolio management services provided by the Adviser
to the Funds, including the quality and continuity of the Advisers portfolio management personnel and the resources of the Adviser. The Trustees reviewed the terms of the Agreement. The Trustees also reviewed the Advisers investment
approach for the Funds. The most recent investment adviser registration form (Form ADV) for the Adviser was provided to the Board, as was the response of the Adviser to a detailed series of questions which included, among other things,
information about the background and experience of the portfolio managers primarily responsible for the day-to-day management of the Funds.
The Trustees
also considered other services provided to the Funds by the Adviser such as selecting broker-dealers for executing portfolio transactions, monitoring adherence to the Funds investment restrictions, and monitoring compliance with various Fund
policies and procedures and with applicable securities laws and regulations. Based on the factors above, as well as those discussed below, the Board concluded, within the context of its full deliberations, that the nature, extent and quality of the
services provided to the Funds by the Adviser were sufficient to support renewal of the Agreement.
INVESTMENT PERFORMANCE OF THE
FUNDS AND THE ADVISER
The Board was provided with information regarding the Funds performance since the Agreement was last renewed, as well as
information regarding the Funds performance over other time periods including since their inception. The Trustees also reviewed reports prepared by the Funds administrator comparing the Funds performance to their benchmark indices
and peer groups of mutual funds as classified by Lipper, an independent provider of
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49
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|
CHAMPLAIN INVESTMENT
|
|
PARTNERS
|
|
|
|
THE ADVISORS INNER CIRCLE FUND II
|
|
CHAMPLAIN FUNDS
|
|
|
JANUARY 31, 2014
|
|
|
|
BOARD CONSIDERATIONS IN RE-APPROVING THE CHAMPLAIN SMALL COMPANY
FUND AND CHAMPLAIN MID CAP FUND ADVISORY AGREEMENT
(Unaudited) (continued)
investment company data, over various periods of time. Representatives from the Adviser provided information regarding and led discussions of factors impacting the performance of the Funds,
outlining current market conditions and explaining their expectations and strategies for the future. Based on this information, the Board concluded, within the context of its full deliberations, that the investment results that the Adviser had been
able to achieve for the Funds were sufficient to support renewal of the Agreement.
COSTS OF ADVISORY SERVICES, PROFITABILITY AND
ECONOMIES OF SCALE
In considering the advisory fees payable by the Funds to the Adviser, the Trustees reviewed, among other things, a report of the
advisory fees paid to the Adviser. The Trustees also reviewed reports prepared by the Funds administrator comparing the Funds net and gross expense ratios and advisory fees to those paid by a peer group of mutual funds as classified by
Lipper. The Trustees reviewed the management fees charged by the Adviser to institutional and other clients with comparable mandates. The Trustees considered any differences in management fees and took into account the respective demands, resources
and complexity associated with the Funds and other client accounts as well as the extensive regulatory and tax regimes to which the Funds are subject. The Board concluded, within the context of its full deliberations, that the advisory fees were
reasonable in light of the nature and quality of the services rendered by the Adviser.
The Trustees reviewed the costs of services provided by and the
profits realized by the Adviser from its relationship with the Funds, including both direct and indirect benefits accruing to the Adviser and its affiliates. The Trustees noted that the profitability of any adviser was affected by numerous factors,
including its organizational structure and method for allocating expenses. The Trustees concluded that the profit margins of the Adviser with respect to the management of the Funds were not unreasonable. The Board also considered the Advisers
commitment to managing the Funds and its willingness to continue its expense limitation and fee waiver arrangements with the Funds.
The Trustees
considered the Advisers views relating to economies of scale in connection with the Funds as Fund assets grow and the extent to which any such economies of scale are shared with the Funds and Fund shareholders. The Board considered the
existence of any economies of scale and whether those were passed along to the Funds shareholders through a graduated advisory fee schedule or other means, including expense limitation and fee waiver arrangements. The Trustees recognized that
economies of scale are difficult to identify and quantify and are rarely identifiable on a fund-by-fund basis. Based on this evaluation, the Board was unable to conclude that economies of scale, if any, were not appropriately shared with the Funds.
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50
|
|
CHAMPLAIN INVESTMENT
|
|
PARTNERS
|
|
|
|
THE ADVISORS INNER CIRCLE FUND II
|
|
CHAMPLAIN FUNDS
|
|
|
JANUARY 31, 2014
|
|
|
|
BOARD CONSIDERATIONS IN RE-APPROVING THE CHAMPLAIN SMALL COMPANY
FUND AND CHAMPLAIN MID CAP FUND ADVISORY AGREEMENT
(Unaudited) (concluded)
Based on the Boards deliberations and its evaluation of the information described above and other factors and information it believed relevant, the Board,
including all of the Independent Trustees, unanimously concluded that the terms of the Agreement, including the fees payable thereunder, were fair and reasonable and agreed to renew the Agreement for another year. In its deliberations, the Board did
not identify any particular factor (or conclusion with respect thereto) or single piece of information that was all-important, controlling or determinative of its decision and each Trustee may have attributed different weights to the various factors
(and conclusions with respect thereto) and information.
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51
|
|
CHAMPLAIN INVESTMENT
|
|
PARTNERS
|
|
|
|
THE ADVISORS INNER CIRCLE FUND II
|
|
CHAMPLAIN FUNDS
|
|
|
JANUARY 31, 2014
|
|
|
|
BOARD CONSIDERATIONS IN APPROVING THE CHAMPLAIN ALL CAP FUND
ADVISORY AGREEMENT
(Unaudited)
Pursuant to Section 15 of the Investment Company Act of 1940 (the 1940
Act), the Funds advisory agreement (the Agreement) must be approved: (i) by a vote of a majority of the shareholders of the Fund; and (ii) by the vote of a majority of the members of the Board of Trustees (the
Board or the Trustees) of The Advisors Inner Circle Fund II (the Trust) who are not parties to the Agreement or interested persons of any party thereto, as defined in the 1940 Act (the
Independent Trustees), cast in person at a meeting called for the purpose of voting on such approval.
A Board meeting was held on
November 19, 2013 to decide whether to approve the Agreement for an initial two-year term. In preparation for the meeting, the Trustees requested that the Adviser furnish information necessary to evaluate the terms of the Agreement. The
Trustees used this information, as well as other information that the Adviser and other service providers of the Fund presented or submitted to the Board at the meeting, to help them decide whether to approve the Agreement for an initial two-year
term.
Specifically, the Board requested and received written materials from the Adviser and other service providers of the Fund regarding: (i) the
nature, extent and quality of the services to be provided by the Adviser; (ii) the Advisers investment management personnel; (iii) the Advisers operations; (iv) the Advisers brokerage practices (including any soft
dollar arrangements) and investment strategies; (v) the Funds proposed advisory fee to be paid to the Adviser and overall fees and operating expenses compared with a peer group of mutual funds; (vi) the Advisers compliance
systems; (vii) the Advisers policies on and compliance procedures for personal securities transactions; (viii) the Advisers investment experience; and (ix) the Advisers rationale for introducing the Fund as well as
the Funds proposed objective and strategy.
Representatives from the Adviser, along with other Fund service providers, presented additional
information and participated in question and answer sessions at the meeting to help the Trustees evaluate the Advisers services, fee and other aspects of the Agreement. The Independent Trustees received advice from independent counsel and met
in executive session outside the presence of Fund management and the Adviser.
At the Board meeting, the Trustees, including all of the Independent
Trustees, based on their evaluation of the information provided by the Adviser and other service providers of the Fund, approved the Agreement. In considering the approval of the Agreement, the Board considered various factors that they determined
were relevant, including: (i) the nature, extent and quality of the services to be provided by the Adviser; and (ii) the fees to be paid to the Adviser, as discussed in further detail below.
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52
|
|
CHAMPLAIN INVESTMENT
|
|
PARTNERS
|
|
|
|
THE ADVISORS INNER CIRCLE FUND II
|
|
CHAMPLAIN FUNDS
|
|
|
JANUARY 31, 2014
|
|
|
|
BOARD CONSIDERATIONS IN APPROVING THE CHAMPLAIN ALL CAP FUND
ADVISORY AGREEMENT
(Unaudited) (continued)
NATURE, EXTENT AND QUALITY OF SERVICES PROVIDED BY THE ADVISER
In considering the nature, extent and quality of the services to be provided by the Adviser, the Board reviewed the portfolio management services to
be provided by the Adviser to the Fund, including the quality and continuity of the Advisers portfolio management personnel and the resources of the Adviser. The Trustees reviewed the terms of the proposed Agreement. The most recent investment
adviser registration form (Form ADV) for the Adviser was provided to the Board, as was the response of the Adviser to a detailed series of questions which included, among other things, information about the background and experience of
the portfolio managers proposed to be primarily responsible for the day-to-day management of the Fund.
The Trustees also considered other services to be
provided to the Fund by the Adviser such as selecting broker-dealers for executing portfolio transactions, monitoring adherence to the Funds investment restrictions, and monitoring compliance with various Fund policies and procedures and with
applicable securities laws and regulations. Based on the factors above, as well as those discussed below, the Board concluded, within the context of its full deliberations, that the nature, extent and quality of the services to be provided to the
Fund by the Adviser would be satisfactory.
COSTS OF ADVISORY SERVICES
In considering the advisory fee payable by the Fund to the Adviser, the Trustees reviewed, among other things, a report of the proposed advisory fee to be paid to the Adviser. The Trustees also reviewed reports
prepared by the Funds administrator comparing the Funds net and gross expense ratios and advisory fees to those paid by a peer group of mutual funds as classified by Lipper, an independent provider of investment company data. The
Trustees reviewed pro forma fee and expense information. The Board concluded, within the context of its full deliberations, that the advisory fee was reasonable in light of the nature and quality of the services expected to be rendered by the
Adviser. The Board also considered the Advisers commitment to managing the Fund and its willingness to enter into an expense limitation and fee waiver arrangement with the Fund.
Because the Fund is new and has not commenced operations, it did not yet have an investment performance record and it was not possible to determine the profitability that the Adviser might achieve with respect to
the Fund or the extent to which economies of scale would be realized by the Adviser as the assets of the Fund grow. Accordingly, the Trustees did not make any conclusions regarding the Funds investment performance, the
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53
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|
CHAMPLAIN INVESTMENT
|
|
PARTNERS
|
|
|
|
THE ADVISORS INNER CIRCLE FUND II
|
|
CHAMPLAIN FUNDS
|
|
|
JANUARY 31, 2014
|
|
|
|
BOARD CONSIDERATIONS IN APPROVING THE CHAMPLAIN ALL CAP FUND
ADVISORY AGREEMENT
(Unaudited) (concluded)
Advisers profitability, or the extent to which economies of scale would be realized by the Adviser as the assets of the Fund grow, but will do so during future considerations of the
Agreement.
Based on the Boards deliberations and its evaluation of the information described above and other factors and information it believed
relevant, the Board, including all of the Independent Trustees, unanimously concluded that the terms of the Agreement, including the fees to be paid thereunder, were fair and reasonable and agreed to approve the Agreement for an initial term of two
years. In its deliberations, the Board did not identify any particular factor (or conclusion with respect thereto) or single piece of information that was all-important, controlling or determinative of its decision and each Trustee may have
attributed different weights to the various factors (and conclusions with respect thereto) and information.
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54
|
|
CHAMPLAIN INVESTMENT
|
|
PARTNERS
|
|
|
|
THE ADVISORS INNER CIRCLE FUND II
|
|
CHAMPLAIN FUNDS
|
|
|
JANUARY 31, 2014
|
|
|
|
DISCLOSURE OF FUND EXPENSES
(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 for you to understand the impact of these costs on your
investment returns.
Operating expenses such as these are deducted from the mutual funds gross income and directly reduce your final investment
return. These expenses are expressed as a percentage of the mutual funds average net assets; this percentage is known as the 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 on the next page
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 actual 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 year, 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 Expense Paid During Period column with those that appear in the same charts in the shareholder reports for other mutual funds.
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55
|
|
CHAMPLAIN INVESTMENT
|
|
PARTNERS
|
|
|
|
THE ADVISORS INNER CIRCLE FUND II
|
|
CHAMPLAIN FUNDS
|
|
|
JANUARY 31, 2014
|
|
|
|
DISCLOSURE OF FUND EXPENSES
(Unaudited) (Concluded)
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.
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Beginning
Account
Value
12/31/13
|
|
|
Ending
Account
Value
01/31/14
|
|
|
Annualized
Expense
Ratios
|
|
|
Expenses
Paid
During
Period
|
|
Champlain All Cap Fund
|
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|
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Actual Fund Return
|
|
$
|
1,000.00
|
|
|
$
|
996.00
|
|
|
|
1.15
|
%
|
|
$
|
0.96
|
**
|
Hypothetical 5% Return
|
|
$
|
1,000.00
|
|
|
$
|
1,019.41
|
|
|
|
1.15
|
%
|
|
$
|
5.85
|
*
|
*Expenses are equal to the Funds annualized expense ratio multiplied by the average account value or the period, multiplied by
184/365 (to reflect one-half year period).
**Expenses are equal to the Funds annualized expense ratio multiplied by the average account value over
the period, multiplied by 31/365 (to reflect the period from inception to date.)
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Beginning
Account
Value
08/01/13
|
|
|
Ending
Account
Value
01/31/14
|
|
|
Annualized
Expense
Ratios
|
|
|
Expenses
Paid
During
Period*
|
|
Champlain Mid Cap Fund
|
|
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|
Actual Fund Return
|
|
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|
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|
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|
|
|
|
|
|
|
|
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|
Advisor
|
|
$
|
1,000.00
|
|
|
$
|
1,073.30
|
|
|
|
1.30
|
%
|
|
$
|
6.79
|
|
Institutional
|
|
$
|
1,000.00
|
|
|
$
|
1,074.30
|
|
|
|
1.05
|
%
|
|
$
|
5.49
|
|
Hypothetical 5% Return
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Advisor
|
|
$
|
1,000.00
|
|
|
$
|
1,018.65
|
|
|
|
1.30
|
%
|
|
$
|
6.61
|
|
Institutional
|
|
$
|
1,000.00
|
|
|
$
|
1,019.91
|
|
|
|
1.05
|
%
|
|
$
|
5.35
|
|
Champlain Small Company Fund
|
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Actual Fund Return
|
|
$
|
1,000.00
|
|
|
$
|
1,066.80
|
|
|
|
1.36
|
%
|
|
$
|
7.10
|
|
Hypothetical 5% Return
|
|
$
|
1,000.00
|
|
|
$
|
1,018.34
|
|
|
|
1.36
|
%
|
|
$
|
6.93
|
|
*Expenses are equal to the Funds annualized expense ratio multiplied by the average account value or the period, multiplied by
184/365 (to reflect one-half year period).
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56
|
|
CHAMPLAIN INVESTMENT
|
|
PARTNERS
|
|
Champlain Funds
|
P.O. Box 219009
|
Kansas City, MO 64121-9009
|
866-773-3238
|
|
Adviser:
|
Champlain Investment Partners, LLC
|
180 Battery Street
|
Burlington, VT 05401
|
|
Distributor:
|
SEI Investments Distribution Co.
|
Oaks, PA 19456
|
|
Administrator:
|
SEI Investments Global Funds Services
|
One Freedom Valley Drive
|
Oaks, PA 19456
|
|
Legal Counsel:
|
Morgan, Lewis & Bockius LLP
|
1701 Market Street
|
Philadelphia, PA 19103-2921
|
|
Independent Registered Public Accounting Firm:
|
Ernst & Young LLP
|
One Commerce Square
|
2005 Market Street, Suite 700
|
Philadelphia, PA 19103
|
This information must be preceded or accompanied by a current prospectus for the Funds.
CSC-SA-001-1000