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NOTES TO FINANCIAL STATEMENTS
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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 (the 1940 Act), as an open-end management investment company with 45 funds. The AlphaOne Micro
Cap Equity Fund and the AlphaOne U.S. Equity Long Short Fund (the AlphaOne Funds) are each series of the Trust. The financial statements herein are those of the AlphaOne Micro Cap Equity Fund (the Fund). The Fund, which
commenced operations on March 31, 2011, is diversified and seeks long-term capital appreciation. The financial statements of the remaining funds of the Trust are presented separately. The assets of each Fund 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.
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 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 abilities (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 Other significant observable inputs (includes quoted prices for similar
securities, interest rates, prepayment speeds, credit risk, referenced indices, quoted prices in inactive markets, adjusted quoted prices in active markets, adjusted quoted prices on foreign equity securities that were adjusted in accordance with
pricing procedures approved by the Board, etc.); 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).
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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
inputs may include Level 1 or Level 2 inputs as components of the overall fair value measurement.
For the year ended
October 31, 2012, there have been no significant changes to the Funds fair value methodologies.
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 return 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 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.
S
ecurity Transactions and Investment
Income
Security transactions are accounted for on trade date for financial reporting purposes. Costs used in determining realized gains or losses on the sale of investment
securities are based on the specific identification method. Dividend income is recorded on the ex-dividend date. Interest income is recognized on the accrual basis from settlement date.
Classes
Class
specific expenses, such as distribution fees and shareholder servicing 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 daily net assets.
Expenses
Expenses that are directly related to the Fund are charged to the Fund. Other operating expenses of the Trust are prorated to the Fund based on the number of funds in the Trust and/or relative net
assets.
Dividends and Distributions to Shareholders
Dividends from net investment income, if any, are declared and paid annually by the Fund. Any net realized capital gains are distributed to shareholders at least annually.
Organization and Offering Costs
Organization costs of the Fund, which commenced operations on March 31, 2011, have been expensed as incurred. Offering costs, including costs of printing initial prospectuses and registration
fees, were amortized to expense over twelve months. As of October 31, 2012, the Fund had no remaining offering fees to be amortized.
Redemption Fees
The Fund retains a redemption fee of 2.00% on redemptions of capital
shares held for less than 90 days. The redemption fee is recorded as an increase paid-in capital. For the year ended October 31, 2012, there were no redemption fees retained.
3. Transactions with Affiliates:
Certain officers and a trustee of the Trust are
also officers of SEI Investments Global Fund Services (the Administrator), a wholly owned subsidiary of SEI Investments Company 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, whom are 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 and fees have been approved by and are reviewed by the Board.
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4. Administration, Distribution, Transfer Agent and Custodian
Agreements:
The AlphaOne Funds and the Administrator are parties to an Administration Agreement under which the Administrator provides
management and administrative services for an annual fee equal to 0.11% of the first $750 million and 0.09% of average daily net assets over $750 million of the AlphaOne Funds average daily net assets, subject to a minimum fee of $255,000 for
the two initial AlphaOne Funds, each with three classes of shares. Due to these minimums, the annual administration fee the AlphaOne Funds pay will exceed the above percentages at low asset levels.
The Fund has adopted the Distribution Plan (the Plan) for the Investor Class Shares and R Class 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 daily net assets attributable to the Investor Class Shares and R Class Shares as compensation for distribution services. The
Distributor will not receive any compensation for the distribution of I Class Shares of the Fund.
The Fund entered into shareholder servicing
agreements with third-party service providers pursuant to which the service providers provide certain shareholder services to Fund shareholders (the Service Plan). Under the Service Plan, the Fund may pay service providers a fee at a
rate of up to 0.25% annually of the average daily net assets attributable to R Class Shares, subject to the arrangement for provision of shareholder and administrative services. For the year ended October 31, 2012, the Fund incurred $241 of
shareholder servicing fees, an effective rate of 0.25%.
DST Systems, Inc. serves as the transfer agent and dividend disbursing agent for the
Fund under a transfer agency agreement with the Trust. The Fund may earn cash management credits which can be used to offset transfer agent expenses. During the year ended October 31, 2012, the Fund earned credits of $3 of cash management
credits. This amount is included in Fees Paid Indirectly on the Statements of Operations.
Union 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 or sold by the Fund.
5. Investment Advisory Agreement:
AlphaOne Investment Services, LLC serves as the
Adviser (the Adviser) to the Fund. For its services under the Advisory Agreement, the Adviser is entitled to a fee, which is calculated daily and paid monthly, at an annual rate of 1.00% of the average daily net assets of the Fund. The
Adviser may, from its own resources, compensate broker dealers whose clients purchase shares of the Fund. The Adviser has contractually agreed to reduce fees and reimburse expenses to the extent necessary to keep each Funds net operating
expenses (excluding 12b-1 Fees, Shareholder Servicing Fees, dividend and interest expense on securities sold short, taxes, brokerage commissions, acquired fund fees and expenses, and extraordinary expenses (collectively, excluded
expenses)) from exceeding 1.50% of the Funds average daily net assets until March 1, 2013. In addition, the Adviser has voluntarily agreed to further reduce its fees and/or reimburse expenses in order to keep the Fund net operating
expenses (excluding excluded expenses) from exceeding 1.42% of the Funds average daily net assets. The Adviser intends to continue this voluntary expense limitation until further notice, but may discontinue all or part of it at any time.
If at any point it becomes unnecessary for the Adviser to reduce fees or make expense reimbursements, the Adviser may retain the difference
between the Funds total annual fund operating expenses (not including excluded expenses) and the amounts listed above to recapture all or a portion of its prior fee reductions or expense reimbursements made during the preceding three-year
period during which this agreement was in place. As of October 31, 2012, pursuant to the above, fees which were previously waived and reimbursed by the Adviser which may be subject to possible future reimbursement to the Adviser were $217,665,
expiring in 2014, and $193,403, expiring in 2015.
6. Investment Transactions:
The cost of security purchases and proceeds from security sales, other than short-term securities, for the year ended October 31, 2012, were as
follows:
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Purchases
|
|
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Sales and
Maturities
|
|
AlphaOne Micro Cap Equity Fund
|
|
$
|
75,076,524
|
|
|
$
|
21,165,261
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|
There were no purchases or sales of long-term U.S. Government securities for the Fund.
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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. GAAP. 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 paid-in capital, as appropriate, in the period
that the differences arise.
Accordingly, the following permanent differences that are primarily attributable to net operating losses and
carryover wash sales from an in-kind contribution have been reclassified to (from) the following accounts:
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Undistributed Net
Investment
Income
|
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Accumulated Net
Realized Loss
|
|
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Paid-in Capital
|
|
AlphaOne Micro Cap Equity Fund
|
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$
|
395
|
|
|
$
|
(73,218
|
)
|
|
$
|
72,823
|
|
These reclassifications had no impact on the net assets or net values of the Fund.
The tax character of dividends and distributions declared during the fiscal year ended October 31, 2012 was a follows:
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Ordinary Income
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|
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Long-Term
Capital Gain
|
|
|
Total
|
|
AlphaOne Micro Cap Equity Fund
|
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$
|
23,021
|
|
|
$
|
5
|
|
|
$
|
23,026
|
|
For tax purposes, short-term gains are considered ordinary income.
As of October 31, 2012, the components of Distributable Earnings on a tax basis were as follows:
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|
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Undistributed
Long-Term
Capital Gain
|
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Late-Year
Loss Deferral
|
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Unrealized
Appreciation
(Depreciation)
|
|
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Total Net
Distributable
Earnings
|
|
AlphaOne Micro Cap Equity Fund
|
|
$
|
3,631,598
|
|
|
$
|
(184,088
|
)
|
|
$
|
4,747,815
|
|
|
$
|
8,195,325
|
|
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 for the investments held by the Fund
at October 31, 2012 were as follows:
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Federal
Tax
Cost
|
|
|
Aggregate
Gross
Unrealized
Appreciation
|
|
|
Aggregate
Gross
Unrealized
Depreciation
|
|
|
Net
Unrealized
Appreciation
|
|
AlphaOne Micro Cap Equity Fund
|
|
$
|
64,043,672
|
|
|
$
|
7,948,672
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|
|
$
|
(3,200,857
|
)
|
|
$
|
4,747,815
|
|
8. In Kind:
On January 3, 2012, the I Class Shares of the Fund had a contribution in-kind from a separate account. As a result of the transfer, the securities and cash or receivables/payables were exchanged
tax-free as follows:
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|
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|
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Shares Issued
|
|
|
Net Assets
|
|
|
Unrealized Gain
|
|
AlphaOne Micro Cap Equity Fund
|
|
|
4,974,108
|
|
|
$
|
44,751,554
|
|
|
$
|
3,104,623
|
|
9. Indemnifications:
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 claim is considered remote.
10. Other:
At October 31, 2012, 52% of I Class Shares outstanding were held by
three shareholders and 84% of Investor Class Shares outstanding were held by three shareholders on record owning 10% or greater of the aggregate total shares outstanding. 45% of Investor Class Shares outstanding and 100% of R Class Shares
outstanding of the Fund were held by an affiliate of the Investment Adviser.
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11. Recent Accounting Pronouncement:
In December 2011, the Financial Accounting Standards Board issued a further update to the guidance
Balance Sheet Disclosures about
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.
12. Subsequent Event:
The Fund has 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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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
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To the Board of Trustees of The
Advisors Inner Circle Fund and Shareholders of
AlphaOne Micro Cap Equity Fund
We have audited the accompanying statement of assets and liabilities, including the schedule of investments, of the AlphaOne Micro Cap Equity 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, and the statements of changes in net assets and the financial highlights for the year then ended and for the period
from March 31, 2011 (commencement of operations) to October 31, 2011. 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 and brokers or by other appropriate auditing procedures where replies from brokers were not received. 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 AlphaOne Micro Cap Equity Fund of The Advisors Inner Circle Fund at October 31, 2012, the results of its operations for the year then ended and the changes in its net assets
and its financial highlights for the year then ended and for the period from March 31, 2011 (commencement of operations) to October 31, 2011, in conformity with U.S. generally accepted accounting principles.
Philadelphia, Pennsylvania
December 27, 2012
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DISCLOSURE OF FUND EXPENSES
(Unaudited)
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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 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 are intended to help you understand the ongoing fees (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 following 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 incurred by a $1,000 investment in the Fund, and the Ending Account Value number is derived from deducting that expense 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 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.
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Beginning
Account
Value
5/1/12
|
|
|
Ending
Account
Value
10/31/12
|
|
|
Annualized
Expense
Ratios
|
|
|
Expenses
Paid
During
Period*
|
|
Actual Fund Return
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
AlphaOne Micro Cap Equity Fund, I Class Shares
|
|
|
$1,000.00
|
|
|
|
$1,026.00
|
|
|
|
1.42%
|
|
|
|
$7.25
|
|
AlphaOne Micro Cap Equity Fund, Investor Class Shares
|
|
|
1,000.00
|
|
|
|
1,022.90
|
|
|
|
1.67%
|
|
|
|
8.52
|
|
AlphaOne Micro Cap Equity Fund, R Class Shares
|
|
|
1,000.00
|
|
|
|
1,021.90
|
|
|
|
1.92%
|
|
|
|
9.78
|
|
|
|
|
|
|
Hypothetical 5% Return
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
AlphaOne Micro Cap Equity Fund, I Class Shares
|
|
|
$1,000.00
|
|
|
|
$1,018.05
|
|
|
|
1.42%
|
|
|
|
$7.22
|
|
AlphaOne Micro Cap Equity Fund, Investor Class Shares
|
|
|
1,000.00
|
|
|
|
1,016.84
|
|
|
|
1.67%
|
|
|
|
8.49
|
|
AlphaOne Micro Cap Equity Fund, R Class Shares
|
|
|
1,000.00
|
|
|
|
1,015.58
|
|
|
|
1.92%
|
|
|
|
9.75
|
|
*
|
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).
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