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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)

 

 

Registrant’s telephone number, including area code: (877) 446-3863

Date of fiscal year end: December 31, 2012

Date of reporting period: December 31, 2012

 

 

 


Table of Contents
Item 1. Reports to Stockholders.


Table of Contents

The Advisors’ Inner Circle Fund

 

LOGO

Hamlin High Dividend Equity Fund

 

Annual Report    December 31, 2012

 


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THE ADVISORS’ INNER CIRCLE FUND    HAMLIN HIGH DIVIDEND
   EQUITY FUND
   DECEMBER 31, 2012

 

 

 

TABLE OF CONTENTS         

Shareholders’ Letter

     1   

Schedule of Investments

     5   

Statement of Assets and Liabilities

     8   

Statement of Operations

     9   

Statement of Changes in Net Assets

     10   

Financial Highlights

     11   

Notes to Financial Statements

     13   

Report of Independent Registered Public Accounting Firm

     22   

Disclosure of Fund Expenses

     23   

Trustees and Officers of The Advisors’ Inner Circle Fund

     26   

Notice to Shareholders

     32   

The Fund files its complete schedule of investments of fund holdings with the Securities and Exchange Commission (“SEC”) for the first and third quarters of each fiscal year on Form N-Q within sixty days after period end. The Fund’s Forms N-Q are available on the SEC’s website at http://www.sec.gov , and may be reviewed and copied at the SEC’s Public Reference Room in Washington, DC. Information on the operation of the Public Reference Room may be obtained by calling 1-800-SEC-0330.

A description of the policies and procedures that the Fund uses to determine how to vote proxies relating to fund securities, as well as information relating to how the Fund voted proxies relating to fund securities during the most recent 12-month period ended June 30, is available (i) without charge, upon request, by calling 1-855-HHD-FUND; and (ii) on the SEC’s website at http://www.sec.gov .


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THE ADVISORS’ INNER CIRCLE FUND    HAMLIN HIGH DIVIDEND
   EQUITY FUND
   DECEMBER 31, 2012

 

 

 

Dear Shareholders:

Performance and Portfolio Changes

While the stock market dipped modestly over the final quarter of 2012 as odds of meaningful “fiscal cliff” debate compromise waned, investors clearly tried to focus on the improving US economic picture, better Chinese manufacturing data post-government change-over, and renewed Fed commitment to easy monetary policy. The institutional class of our income-oriented Fund (HHDFX) outperformed the market in the fourth quarter, returning -0.03% versus the S&P 500 Index’s -0.38% decline. Since inception on March 30, 2012, the institutional class of the Fund has gained 3.80% on a total return basis vs. the S&P 500’s 3.03% total return. While we are pleased with the Fund’s performance for the quarter and inception to date, please remember that we are not managing the Fund to track or beat the S&P 500 Index. We don’t select securities to align with any index’s sector weightings or holdings. We aim to construct a quality portfolio with high current income. Our goal is to preserve our shareholders’ lifestyle and wealth, while protecting against inflation with future dividend increases and long-term capital appreciation.

Our Consumer Discretionary, Consumer Staples, and Industrial sector investments led our performance. Technology, Telecom, and Health Care holdings lagged. LyondelBasell Industries, Cl A, Eaton, Cinemark Holdings, Nucor and Suburban Propane Partners LP performed the best. CA Inc., Freeport-McMoRan Copper & Gold, Cliffs Natural Resources, Merck, and National CineMedia were our weakest performers. We are excited about four new purchases: Diebold, Greif, Cl A, Microchip Technology and Suburban Propane Partners. On average, these new investments yielded 5.4% when purchased and were trading at 14.4x fiscal 2013 estimates. Meanwhile the S&P 500 Index trades at approximately 13x 2013 estimates with a current yield of 2.2% as of 12/31/2012. All four display clean balance sheets, high historical return profiles and a strong commitment to a stable and growing dividend. During the quarter, we sold Abbott Laboratories, Cliffs Natural Resources, CA Inc., and Boardwalk Pipeline Partners.

Outlook

We expect stocks to grind higher over the next twelve months as benign valuation confronts improving global macroeconomic news-flow. Generally, we believe that stocks follow earnings. Should current S&P 500 Index earnings estimates for 2013 prove accurate, corporate profits will have risen an impressive 30% since year-end 2010. The stock market has only risen 18% (including reinvestment of dividends) over the last two years. Given that price to earning ratios (PEs) were low two years

 

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   EQUITY FUND
   DECEMBER 31, 2012

 

 

 

ago and remain affordable currently, a healthy gain for the market this year seems plausible. Sentiment appears neutral to supportive. Although the VIX 1 fear index has been languishing at multi-year lows, mutual fund flow analysis 2 suggests that the retail investor continues to shun equities — a contrarian positive for stocks.

2013 won’t be at all easy. Higher taxes on income, capital gains and dividends will constrain consumption and investment growth while contributing only modestly to deficit and debt reduction. This dangerous headwind tempers our optimism, yet we are most concerned with the longer-term implications of recent government fiscal decisions. Soaring federal government outlays have driven America’s debt-to-GDP ratio above 100%. The debt burden will eventually necessitate some combination of significantly higher taxes, higher interest rates, more aggressive debt monetization, or draconian and destabilizing cuts to social services. High unemployment, high inflation, and social unrest could be the painful bi-products. Rolling spending and tax policy negotiations are a recipe for uncertainty and PE stagnation. We are also concerned about the unintended consequences of unprecedented U.S. monetary policy. Paid by you to be appropriately paranoid, we can envision a future perfect storm gathering around signs of inflation. Higher interest rates could simultaneously inflict pain on retail bond investors, increase the US government’s cost of servicing our bloated debt, erode the value of the Fed’s gargantuan $3 trillion bond portfolio, and withdraw the stock market’s monetary policy crutch.

Despite these real concerns, we remain sanguine. Estimates for 2%+ U.S. GDP growth in 2013 seem attainable. We believe that Wall Street estimates for 6-9% earnings growth in 2013 are only somewhat optimistic. While we expect that unprecedented money printing will eventually spur inflation, coordinated global quantitative ease should also be positive for stocks. $85 billion of monthly bond buying by the Federal Reserve should underpin housing and push investors to riskier assets. We also think equities are priced for worse than single digit earnings growth. Stocks are trading at about 13x 2013 S&P 500 consensus operating earnings estimates, 3 about a 17% discount to its 10-year average forward PE of 15.6x.

 

 

1   CBOE Volatility Index (VIX) — represents the market’s expectation of 30-day volatility. It is constructed using the implied volatilities of a wide range of S&P 500 index options. This volatility is meant to be forward looking and is calculated from both calls and puts. The VIX is a widely used measure of market risk and is often referred to as the “investor fear gauge.”

 

2   The Investment Company Institute reported that $146 billion had been withdrawn from domestic equity mutual funds during 2012, more than the $131 billion withdrawn in 2011, $95 billion withdrawn in 2010, and $27 billion withdrawn in 2009! While some of these withdrawals were partially offset by about $69 billion of ETF inflows in 2012, the mutual fund data suggests that the “little guy” has yet to pile in.

 

3   Top down as of (Wall Street strategists) S&P 500 EPS estimates are $109.07, and bottoms up (individual company analysts) S&P 500 EPS estimates are $112.58.

 

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   EQUITY FUND
   DECEMBER 31, 2012

 

 

 

Equities also appear undervalued when viewed through Hamlin’s prism — a traditional dividend discount model.

Should S&P 500 Index companies collectively grow their dividends 10% to $34/share in 2013 4 while the market maintains its current 2.2% dividend yield, the index could rise nearly 9% to 1,545.

While ever mindful of the macro-economic investment climate, we spend most of our time on security-specific research. Recall that Hamlin stocks are picked with an aim to provide a compensatory and growing cash return, and they should be managed by executives who demonstrate a commitment to increase future dividend payouts. We invest primarily in businesses with high current dividend yields, low debt, above-average returns on equity, and ample free cash flow-to-dividend coverage ratios. We still believe that miniscule money market interest rates are confounding income-hungry retirees. We think that aging Americans and their investment advisors will favor the very same high-income stocks that we are purchasing for you, particularly in light of the favorable tax treatment of qualified dividend income.

Yours truly,

Hamlin Capital Management, LLC

This material represents the manager’s assessment of the Fund and market environment at a specific point in time and should not be relied upon by the reader as research or investment advice.

Mutual fund investing involves risk, including possible loss of principal. A company may reduce or eliminate its dividend, causing losses to the fund. International investments may involve risk of capital loss from unfavorable fluctuation in currency values, differences in generally accepted accounting principles, or from social, economic, or political instability in other nations.

Definition of the Comparative Index

The Standard & Poor’s 500 ® Index (S&P 500) is an unmanaged index containing common stocks of 500 industrial, transportation, utility and financial companies, regarded as generally representative of the U.S. stock market.

 

 

4   10% dividend growth seems reasonable relative to 17% growth in 2012. Some companies should initiate or grow significantly off a small base next year. Our estimate still implies an historically parsimonious 31% payout ratio.

 

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THE ADVISORS’ INNER CIRCLE FUND    HAMLIN HIGH DIVIDEND
   EQUITY FUND
   DECEMBER 31, 2012

 

 

 

GROWTH OF A $10,000 INVESTMENT     

 

   

TOTAL RETURN FOR PERIOD ENDED

DECEMBER 31, 2012*

  Cumulative Inception to Date**
Institutional Shares   3.80%
Investor Shares   3.45%
S&P 500 Index   3.03%

 

LOGO

*If the Adviser had not limited certain expenses, the Fund’s total return would have been lower.

**The Fund commenced operations on March 30, 2012.

The performance data quoted herein represents past performance and the return and value of an investment in the Fund will fluctuate so that, when redeemed, may be worth less than its original cost.

Past performance is no guarantee of future performance and should not be considered as a representation of the future results of the Fund.

The Fund’s performance assumes the reinvestment of dividends and capital gains.

Index returns assume reinvestment of dividends and, unlike a Fund’s returns, do not reflect 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.

There are no assurances that the Fund will meet its stated objectives. The Fund’s holdings and allocations are subject to change because it is actively managed and should not be considered recommendations to buy individual securities.

Returns shown do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares.

See definition of comparative index on page 3.

 

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THE ADVISORS’ INNER CIRCLE FUND    HAMLIN HIGH DIVIDEND
   EQUITY FUND
   DECEMBER 31, 2012

 

 

 

SECTOR WEIGHTINGS (Unaudited)†     

 

LOGO

 

Percentages based on total investments.

 

SCHEDULE OF INVESTMENTS

COMMON STOCK — 85.1%

            
    Shares      Value  
CONSUMER DISCRETIONARY — 15.8%     

Cinemark Holdings

    67,360       $ 1,750,013   

H&R Block

    77,585         1,440,753   

Hasbro

    48,225         1,731,278   

Leggett & Platt

    64,405         1,753,104   

Meredith

    51,090         1,760,050   

National CineMedia

    121,805         1,721,105   
    

 

 

 
       10,156,303   
    

 

 

 
CONSUMER STAPLES — 4.7%     

ConAgra Foods

    25,235         744,432   

HJ Heinz

    29,760         1,716,557   

Unilever ADR

    14,775         572,088   
    

 

 

 
       3,033,077   
    

 

 

 
ENERGY — 12.5%     

Alliance Resource Partners LP (A)

    24,605         1,428,812   

Baytex Energy

    19,765         854,639   

Canadian Oil Sands

    85,570         1,740,494   

ConocoPhillips

    29,835         1,730,132   

Enbridge Energy Partners LP (A)

    18,748         523,069   

PVR Partners LP (A)

    66,385         1,724,682   
    

 

 

 
       8,001,828   
    

 

 

 

 

The accompanying notes are an integral part of the financial statements.

 

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THE ADVISORS’ INNER CIRCLE FUND    HAMLIN HIGH DIVIDEND
   EQUITY FUND
   DECEMBER 31, 2012

 

 

 

COMMON STOCK — continued             
    Shares      Value  
FINANCIALS — 13.0%     

Arthur J Gallagher

    32,710       $ 1,133,402   

FNB

    161,560         1,715,767   

Hospitality Properties Trust REIT

    74,135         1,736,242   

People’s United Financial

    142,260         1,719,923   

Plum Creek Timber REIT

    38,825         1,722,665   

Rayonier REIT

    5,600         290,248   
    

 

 

 
       8,318,247   
    

 

 

 
HEALTH CARE — 5.8%     

GlaxoSmithKline ADR

    39,390         1,712,284   

Merck

    48,980         2,005,241   
    

 

 

 
       3,717,525   
    

 

 

 
INDUSTRIALS — 6.2%     

Eaton

    21,240         1,151,208   

Exelis

    101,125         1,139,679   

Lockheed Martin

    18,645         1,720,747   
    

 

 

 
       4,011,634   
    

 

 

 
INFORMATION TECHNOLOGY — 7.6%     

Diebold

    18,390         562,918   

Intel

    98,390         2,029,786   

Microchip Technology

    17,200         560,548   

Seagate Technology

    57,555         1,754,276   
    

 

 

 
       4,907,528   
    

 

 

 
MATERIALS — 15.0%     

EI du Pont de Nemours

    44,520         2,002,064   

Freeport-McMoRan Copper & Gold

    16,665         569,943   

Greif, Cl A

    12,395         551,577   

LyondellBasell Industries, Cl A

    28,085         1,603,373   

Nucor

    40,125         1,732,598   

RPM International

    38,920         1,142,691   

Sonoco Products

    67,590         2,009,451   
    

 

 

 
       9,611,697   
    

 

 

 
TELECOMMUNICATION SERVICES — 2.7%     

AT&T

    51,105         1,722,750   
    

 

 

 

 

The accompanying notes are an integral part of the financial statements.

 

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THE ADVISORS’ INNER CIRCLE FUND    HAMLIN HIGH DIVIDEND
   EQUITY FUND
   DECEMBER 31, 2012

 

 

 

COMMON STOCK — continued             
    Shares      Value  
UTILITIES — 1.8%     

Suburban Propane Partners LP (A)

    29,405       $ 1,142,678   
    

 

 

 

TOTAL COMMON STOCK
(Cost $53,318,320)

       54,623,267   
    

 

 

 
    
SHORT-TERM INVESTMENT — 7.9%     

SEI Daily Income Trust, Government Money Market Fund,
Cl A, 0.020% (B)
(Cost $5,087,691)

    5,087,691         5,087,691   
    

 

 

 

TOTAL INVESTMENTS — 93.0%
(Cost $58,406,011)

     $ 59,710,958   
    

 

 

 

Percentages are based on Net Assets of $64,174,702.

(A)   Securities considered Master Limited Partnership. At December 31, 2012, these securities amounted to $4,819,241 or 7.5% of Net Assets.

(B)   The reporting rate is the 7-day effective yield as of December 31, 2012.

ADR — American Depositary Receipt

Cl — Class

LP — Limited Partnership

REIT — Real Estate Investment Trust

 

The accompanying notes are an integral part of the financial statements.

 

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THE ADVISORS’ INNER CIRCLE FUND    HAMLIN HIGH DIVIDEND
   EQUITY FUND
   DECEMBER 31, 2012

 

 

 

STATEMENT OF ASSETS AND LIABILITIES

 

Assets:

  

Investments, at Value (Cost $58,406,011)

   $ 59,710,958   

Receivable for Capital Shares Sold

     7,257,232   

Receivable for Investment Securities Sold

     515,121   

Dividend and Interest Receivable

     64,924   

Receivable due from Adviser

     25,641   

Deferred Offering Costs (See Note 2)

     16,887   

Prepaid Expenses

     7,091   
  

 

 

 

Total Assets

     67,597,854   
  

 

 

 

Liabilities:

  

Payable for Investment Securities Purchased

     3,244,197   

Payable for Capital Shares Redeemed

     57,945   

Payable due to Adviser

     42,675   

Payable due to Administrator

     8,493   

Shareholder Servicing Fees Payable (Investor Class Shares)

     3,607   

Chief Compliance Officer Fees Payable

     2,098   

Distribution Fees Payable (Investor Class Shares)

     2,070   

Payable due to Trustees

     360   

Other Accrued Expenses and Other Payables

     61,707   
  

 

 

 

Total Liabilities

     3,423,152   
  

 

 

 

Net Assets

   $ 64,174,702   
  

 

 

 

Net Assets Consist of:

  

Paid-in-Capital

   $ 62,893,600   

Accumulated Net Realized Loss on Investments

     (23,845

Net Unrealized Appreciation on Investments

     1,304,947   
  

 

 

 

Net Assets

   $ 64,174,702   
  

 

 

 

Net Asset Value and Offering Price Per Share
Institutional Class Shares ($55,537,492 ÷ 3,605,632 shares)

     $15 .40   
  

 

 

 

Net Asset Value and Offering Price Per Share
Investor Class Shares ($8,637,210 ÷ 561,480 shares)

     $15 .38   
  

 

 

 

 

The accompanying notes are an integral part of the financial statements.

 

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THE ADVISORS’ INNER CIRCLE FUND    HAMLIN HIGH DIVIDEND
   EQUITY FUND
   FOR THE PERIOD ENDED
   DECEMBER 31, 2012*

 

 

 

STATEMENT OF OPERATIONS

 

Investment Income:

  

Dividends

   $ 819,636   

Less: Foreign Taxes Withheld

     (20,138
  

 

 

 

Total Investment Income

     799,498   
  

 

 

 

Expenses:

  

Investment Advisory Fees

     173,941   

Administration Fees

     75,616   

Trustees’ Fees

     10,800   

Shareholder Servicing Fees (Investor Class Shares)

     7,222   

Distribution Fees (Investor Class Shares)

     7,214   

Chief Compliance Officer Fees

     6,057   

Transfer Agent Fees

     55,264   

Offering Costs

     52,475   

Legal Fees

     34,601   

Audit Fees

     21,368   

Printing Fees

     16,000   

Registration and Filing Fees

     7,535   

Custodian Fees

     3,790   

Other Expenses

     7,496   
  

 

 

 

Total Expenses

     479,379   
  

 

 

 

Less:

  

Waiver of Investment Advisory Fees

     (173,941

Reimbursement by Adviser

     (116,801
  

 

 

 

Net Expenses

     188,637   
  

 

 

 

Net Investment Income

     610,861   
  

 

 

 

Net Realized Loss on Investments

     (130,767

Net Unrealized Appreciation (Depreciation) on Investments

     1,304,947   
  

 

 

 

Net Realized and Unrealized Gain on Investments

     1,174,180   
  

 

 

 

Net Increase in Net Assets Resulting from Operations

   $ 1,785,041   
  

 

 

 

 

*   Commenced operations on March 30, 2012.

 

The accompanying notes are an integral part of the financial statements.

 

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THE ADVISORS’ INNER CIRCLE FUND    HAMLIN HIGH DIVIDEND
   EQUITY FUND

 

 

 

STATEMENT OF CHANGES IN NET ASSETS

 

     Period Ended
December 31,
2012*
 

Operations:

  

Net Investment Income

   $ 610,861   

Net Realized Loss on Investments

     (130,767

Net Unrealized Appreciation (Depreciation) on Investments

     1,304,947   
  

 

 

 

Net Increase in Net Assets Resulting From Operations

     1,785,041   
  

 

 

 

Dividends:

  

Dividends from Net Investment Income:

  

Institutional Class Shares

     (447,659

Investor Class Shares

     (56,280
  

 

 

 

Total Dividends and Distributions

     (503,939
  

 

 

 

Capital Share Transactions: (1)

  

Institutional Class Shares:

  

Issued

     55,192,421   

Reinvestment of Distributions

     346,492   

Redemption Fees — Note 2

     2,711   

Redeemed

     (987,654
  

 

 

 

Increase in Net Assets From Institutional Class Shares Transactions

     54,553,970   
  

 

 

 

Investor Class Shares:

  

Issued

     8,385,820   

Reinvestment of Distributions

     56,279   

Redeemed

     (102,469
  

 

 

 

Increase in Net Assets From Investor Class Shares Transactions

     8,339,630   
  

 

 

 

Net Increase in Net Assets From Share Transactions

     62,893,600   
  

 

 

 

Total Increase in Net Assets

     64,174,702   
  

 

 

 

Net Assets:

  

Beginning of Period

       
  

 

 

 

End of Period (including undistributed net
investment income of $—)

   $ 64,174,702   
  

 

 

 

 

*   Commenced operations on March 30, 2012.

 

(1)   For share transactions, see Note 6 in the Notes to Financial Statements.

 

     Amounts designated as “—” are $0.

 

The accompanying notes are an integral part of the financial statements.

 

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THE ADVISORS’ INNER CIRCLE FUND    HAMLIN HIGH DIVIDEND
   EQUITY FUND

 

 

 

FINANCIAL HIGHLIGHTS

 

Selected Per Share Data & Ratios

For a Share Outstanding Throughout The Period

 
     Period Ended
December 31,
2012‡
 

Institutional Class Shares

  

Net Asset Value, Beginning of Period

   $ 15.00   
  

 

 

 

Income (Loss) from Investment Operations:

  

Net Investment Income*

     0.41   

Net Realized and Unrealized Gain**

     0.16   
  

 

 

 

Total from Investment Operations

     0.57   
  

 

 

 

Dividends and Distributions:

  

Net Investment Income

     (0.17
  

 

 

 

Total Dividends and Distributions

     (0.17
  

 

 

 

Redemption Fees (1) *

     0.00   
  

 

 

 

Net Asset Value, End of Period

   $ 15.40   
  

 

 

 

Total Return†

     3.80
  

 

 

 

Ratios and Supplemental Data

  

Net Assets, End of Period (Thousands)

   $ 55,537   

Ratio of Expenses to Average Net Assets

     1.00 %†† 

Ratio of Expenses to Average Net Assets (Excluding Waivers and Reimbursements)

     2.69 %†† 

Ratio of Net Investment Income to Average Net Assets

     3.58 %†† 

Portfolio Turnover Rate^

     32

 

*   Per share calculations were performed using average shares for the period.

 

**   The amount shown for a share outstanding throughout the period does not accord with the aggregate net gains on investments for the period because of the sales and repurchases of fund shares in relation to fluctuating market value of the investments of the Fund.

 

  Total return is for the period indicated and has not been annualized. Return shown does not reflect the deductions of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. Total return would have been lower had the Adviser not waived its fee and reimbursed other expenses.

 

††   Annualized.

 

^   Portfolio turnover rate is for the period indicated and has not been annualized.

 

(1)   Amount represents less than $0.01 per share.

 

  Commenced operations on March 30, 2012.

 

The accompanying notes are an integral part of the financial statements.

 

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THE ADVISORS’ INNER CIRCLE FUND    HAMLIN HIGH DIVIDEND
   EQUITY FUND

 

 

 

FINANCIAL HIGHLIGHTS

 

Selected Per Share Data & Ratios
For a Share Outstanding Throughout The Period
 
     Period Ended
December 31,
2012‡
 

Investor Class Shares

  

Net Asset Value, Beginning of Period

   $ 15.00   
  

 

 

 

Income (Loss) from Investment Operations:

  

Net Investment Income*

     0.37   

Net Realized and Unrealized Gain**

     0.14   
  

 

 

 

Total from Investment Operations

     0.51   
  

 

 

 

Dividends and Distributions:

  

Net Investment Income

     (0.13
  

 

 

 

Redemption Fees*

       
  

 

 

 

Total Dividends and Distributions

     (0.13
  

 

 

 

Net Asset Value, End of Period

   $ 15.38   
  

 

 

 

Total Return†

     3.45
  

 

 

 

Ratios and Supplemental Data

  

Net Assets, End of Period (Thousands)

   $ 8,637   

Ratio of Expenses to Average Net Assets

     1.50 %†† 

Ratio of Expenses to Average Net Assets (Excluding Waivers and Reimbursements)

     3.19 %†† 

Ratio of Net Investment Income to Average Net Assets

     3.21 %†† 

Portfolio Turnover Rate^

     32

 

*   Per share calculations were performed using average shares for the period.

 

**   The amount shown for a share outstanding throughout the period does not accord with the aggregate net gains on investments for the period because of the sales and repurchases of fund shares in relation to fluctuating market value of the investments of the Fund.

 

  Total return is for the period indicated and has not been annualized. Return shown does not reflect the deductions of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. Total return would have been lower had the Adviser not waived its fee and reimbursed other expenses.

 

††   Annualized.

 

^   Portfolio turnover rate is for the period indicated and has not been annualized.

 

  Commenced operations on March 30, 2012.

 

     Amounts designated as “—” are $0.

 

The accompanying notes are an integral part of the financial statements.

 

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NOTES TO FINANCIAL STATEMENTS

 

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 47 funds. The financial statements herein are those of the Hamlin High Dividend Equity Fund (the “Fund”). The Fund is diversified and its investment objective is to seek high current income and long-term capital gain. The financial statements of the remaining funds of the Trust are presented separately. The assets of each fund are segregated, and a shareholder’s 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 (“U.S. GAAP”) requires management to make estimates and assumptions that affect the fair value of assets, 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 and such differences could be material.

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. 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 Fund’s Board of Trustees (the “Board”). The Fund’s Fair Value Procedures are implemented through a Fair Value Committee (the “Committee”) designated by the Board.

 

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Some of the more common reasons that may necessitate that a security be valued using Fair Value Procedures include: the security’s trading has been halted or suspended; the security has been de-listed from a national exchange; the security’s 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 security’s 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 December 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 U.S. GAAP, the Fund discloses 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 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 — 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 exotic modeling techniques which are both significant to the fair value measurement and unobservable (supported by little or no market activity).

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.

 

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As of December 31, 2012, all of the Fund’s investments are Level 1. For details of the investment classification, reference the Schedule of Investments. For the period ended December 31, 2012, there were no transfers between Level 1 and Level 2 assets and liabilities. For the period ended December 31, 2012, there were no Level 3 securities.

For the period ended December 31, 2012, there have been no significant changes to the Fund’s fair valuation methodology.

Federal Income Taxes — It is the Fund’s intention 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. Accordingly, no provisions for Federal income taxes have been made in the financial statements.

The Fund evaluates tax positions taken or expected to be taken in the course of preparing the Fund’s 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 Fund did not record any tax provision in the current period. However, management’s 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., all open 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 December 31, 2012, the Fund did not have a liability for 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.

Security Transactions and Investment Income — Security transactions are accounted for on trade date. Costs used in determining realized gains and 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. Certain dividends from foreign securities will be recorded as soon as the Fund is informed of the dividend, if such information is obtained subsequent to the ex-dividend date.

 

 

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Investments in REITs — Dividend income from REITs is recorded based on the income included in distributions received from the REIT investments using published REIT reclassifications, including some management estimates when actual amounts are not available. Distributions received in excess of this estimated amount are recorded as a reduction of the cost of investments or reclassified to capital gains. The actual amounts of income, return of capital, and capital gains are only determined by each REIT after its fiscal year-end, and may differ from the estimated amounts.

Master Limited Partnerships — Entities commonly referred to as “MLPs” are generally organized under state law as limited partnerships or limited liability companies. The Fund intends to primarily invest in MLPs receiving partnership taxation treatment under the Internal Revenue Code of 1986 (the “Code”), and whose interests or “units” are traded on securities exchanges like shares of corporate stock. To be treated as a partnership for U.S. federal income tax purposes, an MLP whose units are traded on a securities exchange must receive at least 90% of its income from qualifying sources such as interest, dividends, real estate rents, gain from the sale or disposition of real property, income and gain from mineral or natural resources activities, income and gain from the transportation or storage of certain fuels, and, in certain circumstances, income and gain from commodities or futures, forwards and options with respect to commodities. Mineral or natural resources activities include exploration, development, production, processing, mining, refining, marketing and transportation (including pipelines) of oil and gas, minerals, geothermal energy, fertilizer, timber or industrial source carbon dioxide. An MLP consists of a general partner and limited partners (or in the case of MLPs organized as limited liability companies, a managing member and members). The general partner or managing member typically controls the operations and management of the MLP and has an ownership stake in the partnership. The limited partners or members, through their ownership of limited partner or member interests, provide capital to the entity, are intended to have no role in the operation and management of the entity and receive cash distributions. The MLPs themselves generally do not pay U.S. federal income taxes. Thus, unlike investors in corporate securities, direct MLP investors are generally not subject to double taxation (i.e., corporate level tax and tax on corporate dividends). Currently, most MLPs operate in the energy and/or natural resources sector.

Classes — Class specific expenses, such as distribution fees, are borne by that class of shares. Income, realized and unrealized gains/losses and non-class

 

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specific expenses are allocated to the respective class on the basis of relative 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 funds based on the number of funds and/or relative daily net assets.

Dividends and Distributions to Shareholders — The Fund distributes substantially all of its net investment income semi-annually. Distributions from net realized capital gains, if any, are declared and paid annually. All distributions are recorded on ex-dividend date.

Deferred Offering Costs — Offering costs, including costs of printing initial prospectus, legal and registration fees, are amortized over twelve months from inception of the Fund. As of December 31, 2012, the remaining amount to still to be amortized for the Fund was $16,887.

Redemption Fees — The Fund retains redemption fees of 2.00% on redemptions of capital shares held for less than 7 days. For the period ended December 31, 2012, the Fund retained fees of $2,711. Such fees are retained by the Fund for the benefit of the remaining shareholders and are recorded as additions to fund capital.

 

3. Transactions with Affiliates:

Certain officers 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 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 Trust’s advisors and service providers, as required by SEC regulations. The CCO’s services and fees have been approved by and are reviewed by the Board.

 

4. Administration, Distribution, Shareholder Servicing, Custodian and Transfer Agent Agreements:

The Fund and the Administrator are parties to an Administration Agreement under which the Administrator provides management and administration services for an annual fee equal to the higher of $100,000 per fund, plus $15,000 per additional class over two classes or 0.12% of the first $500 million, 0.10% of the next $500 million, and 0.08% on assets in excess of $1 billion of the Fund’s average daily net assets.

 

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The Fund has adopted the Distribution Plan (the “Plan”) for the Investor 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 Fund’s average daily net assets attributable to Investor Class Shares as compensation for distribution services. The Distributor will not receive any compensation for the distribution of Institutional Class Shares of the Fund. For the period ended December 31, 2012, the Fund’s Investor Class Shares incurred $7,214 of distribution fees, an effective rate of 0.25%.

The Fund has 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 Investor Class Shares, subject to the arrangement for provision of shareholder and administrative services. For the period ended December 31, 2012, the Fund’s Investor Class Shares incurred $7,222 of shareholder servicing fees, an effective rate of 0.25%.

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.

DST Systems, Inc. serves as the transfer agent and dividend disbursing agent for the Fund under a transfer agency agreement with the Trust.

 

5. Investment Advisory Agreement:

Under the terms of an investment advisory agreement, Hamlin Capital Management, LLC (the “Adviser”) provides investment advisory services to the Fund at a fee, which is calculated daily and paid monthly at an annual rate of 1.00% of the Fund’s average daily net assets. The Adviser has contractually agreed to reduce fees and reimburse expenses to the extent necessary to keep the Institutional Class Shares’ total annual operating expenses (excluding interest, taxes, brokerage commissions, acquired fund fees and expenses, and extraordinary expenses) from exceeding 1.00% of the Fund’s Institutional Class Shares’ average daily net assets until March 29, 2013. The Adviser has contractually agreed to reduce fees and reimburse expenses to the extent necessary to keep the Investor Class Shares’ total annual operating expenses (excluding 12b-1 fees, shareholder servicing fees, interest, taxes, brokerage commissions, acquired fund fees and expenses, and extraordinary expenses) from exceeding 1.00% of the Fund’s Investor Class Shares’ average daily net assets until March 29, 2013. This Agreement may be terminated: (i) by the Board, for any reason at any time; or (ii) by the Adviser, upon ninety

 

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(90) days’ prior written notice to the Trust, effective as of the close of business on March 29, 2013.

 

6. Share Transactions:

 

     Period Ended
December 31,
2012*
 

Share Transactions:

  

Institutional Class Shares

  

Issued

     3,647,771   

Reinvestment of Distributions

     22,820   

Redeemed

     (64,959
  

 

 

 

Net Institutional Class Shares Capital Share Transactions

     3,605,632   
  

 

 

 

Investor Class Shares

  

Issued

     564,375   

Reinvestment of Distributions

     3,718   

Redeemed

     (6,613
  

 

 

 

Net Investor Class Shares Capital Share Transactions

     561,480   
  

 

 

 

Net Increase in Shares Outstanding From Share

Transactions

     4,167,112   
  

 

 

 

 

*   Commenced operations on March 30, 2012

 

7. Investment Transactions:

For the period ended December 31, 2012, the Fund made purchases of $61,348,057 and sales of $7,888,572 in investment securities other than long-term U.S. Government and short-term securities. There were no purchases or sales of long-term U.S. Government securities.

 

8. 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.

 

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Accordingly, the following permanent differences are primarily attributable to distributions reclassified from investments in MLPs and REIT adjustments to/from the following accounts:

 

Decrease Undistributed Net
Investment Income
  Increase Accumulated Net
Realized Gain
 
$(106,922)   $ 106,922   

These reclassifications have no impact on net assets or net asset value per share.

The tax character of dividends and distributions paid during the period ended December 31, 2012 was as follows:

 

     Ordinary
Income
 

2012

   $ 503,939   

As of December 31, 2012, the components of distributable earnings on a tax basis were as follows:

 

Undistributed Ordinary Income

   $ 36,486   

Unrealized Appreciation

     1,244,616   
  

 

 

 

Total Distributable Earnings

   $ 1,281,102   
  

 

 

 

The Federal tax cost and aggregate gross unrealized appreciation and depreciation for the investments held by the Fund at December 31, 2012, were as follows:

 

Federal

Tax Cost

    Aggregate
Gross
Unrealized
Appreciation
    Aggregate
Gross
Unrealized
Depreciation
    Net
Unrealized
Appreciation
 
$ 58,466,342      $ 1,965,988      $ (721,372   $ 1,244,616   

 

9. Concentration of Risks:

The Fund’s emphasis on dividend-paying stocks involves the risk that such stocks may fall out of favor with investors and underperform the market. Also, a company may reduce or eliminate its dividend.

In the normal course of business, the Fund enters into contracts that provide general indemnifications. The Fund’s 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.

 

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10. Other:

At December 31, 2012, 64% of Institutional Class Shares total shares outstanding were held by two record shareholders and 69% of Investor Class Shares total shares outstanding were also held by one record shareholder each owning 10% or greater of the aggregate total shares outstanding. These shareholders were comprised of omnibus accounts that were held on behalf of various individual shareholders.

 

11. Subsequent Events:

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 adjustments were required to the financial statements.

 

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Trustees of The Advisors’ Inner Circle Fund and Shareholders of Hamlin High Dividend Equity Fund

We have audited the accompanying statement of assets and liabilities, including the schedule of investments, of the Hamlin High Dividend Equity Fund (one of the series constituting The Advisors’ Inner Circle Fund (the “Trust”)) as of December 31, 2012, and the related statement of operations, the statement of changes in net assets and the financial highlights for the period from March 30, 2012 (commencement of operations) to December 31, 2012. These financial statements and financial highlights are the responsibility of the Trust’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audit.

We conducted our audit 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 Trust’s internal control over financial reporting. Our audit 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 Trust’s 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 December 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 audit provides 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 Hamlin High Dividend Equity Fund at December 31, 2012, and the results of its operations, the changes in its net assets and its financial highlights for the period from March 30, 2012 (commencement of operations) to December 31, 2012, in conformity with U.S. generally accepted accounting principles.

 

LOGO

Philadelphia, Pennsylvania

February 27, 2013

 

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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 fund 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 fund’s gross income and directly reduce your final investment return. These expenses are expressed as a percentage of the mutual fund’s average net assets; this percentage is known as the mutual fund’s 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 Fund’s 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 Fund’s 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 ending starting 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 Fund’s 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 Fund’s 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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DISCLOSURE OF FUND EXPENSES (Unaudited) – concluded

 

Note: Because the return is set at 5% for comparison purposes — NOT your Fund’s actual return — the account values shown may not apply to your specific investment.

 

       Beginning
Account
Value
7/01/12
     Ending
Account
Value
12/31/12
     Annualized
Expense
Ratios
    Expenses Paid
During
Period*
 
Hamlin High Dividend Equity Fund                                   

Actual Fund Return

          

Institutional Class Shares

   $ 1,000.00       $ 1,056.80         1.00   $ 5.18   

Investor Class Shares

     1,000.00         1,053.60         1.50        7.76   

Hypothetical 5% Return

          

Institutional Class Shares

   $ 1,000.00       $ 1,020.16         1.00   $ 5.09   

Investor Class Shares

     1,000.00         1,017.64         1.50        7.63   

 

* Expenses are equal to the Fund’s 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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TRUSTEES AND OFFICERS OF THE ADVISORS’ INNER CIRCLE FUND (Unaudited)

Set forth below are the names, age, position with the Trust, length of term of office, and the principal occupations for the last five years of each of the persons currently serving as 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

 

Name, Address,
Age 1

 

Position(s) Held

with the Trust

and Length of
Time Served 2

  

Principal Occupation(s)
During the Past 5 Years

INTERESTED
BOARD MEMBERS 3,4

    

ROBERT 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.

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.

INDEPENDENT
BOARD MEMBERS 4

    

CHARLES E. CARLBOM

78 yrs. old

 

Trustee

(Since 2005)

   Self-Employed Business Consultant, Business Projects Inc. since 1997.

JOHN K. DARR

68 yrs. old

 

Trustee

(Since 2008)

   Retired. CEO, Office of Finance, Federal Home Loan Bank, from 1992 to 2007.

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 Manager – Morningstar UK Limited, Morningstar, Inc., June 2005 to May 2007.

 

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 Trust’s 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 47 funds in The Advisors’ Inner Circle Fund.

 

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deemed to be “interested” persons of the Trust as that term is defined in the 1940 Act by virtue of their affiliation with the Trust’s Distributor. The Trust’s Statement of Additional Information (“SAI”) includes additional information about the Trustees and Officers. The SAI may be obtained without charge by calling 1-855-443-3863. The following chart lists Trustees and Officers as of December 31,2012.

 

Other Directorships
Held by
Board Member 5

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 Investments — Global Funds Services, Limited, SEI Investments Global, Limited, SEI Investments (Europe) Ltd., SEI Investments —Unit 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.

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 . Director of SEI Alpha Strategy Portfolios, LP since June 2007. Director of SEI Investments (Europe), Limited, SEI Investments — Global Funds Services, Limited, SEI Investments Global, Limited, SEI Investments (Asia), Limited, SEI Asset Korea Co., Ltd, SEI Global Nominee Ltd. and SEI Investments — Unit Trust Management (UK) Limited . Director of the Distributor since 2003.

Trustee of The Advisors’ Inner Circle Fund II and Bishop Street Funds; Director of Oregon Transfer Co.

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.

Trustee of The Advisors’ Inner Circle Fund II and Bishop Street Funds.

 

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.

 

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Name, Address,
Age 1

 

Position(s) Held

with the Trust

and Length of
Time Served 2

  

Principal Occupation(s)
During the Past 5 Years

INDEPENDENT

        

BOARD MEMBERS 3 (continued)

    

MITCHELL A. JOHNSON

70 yrs. old

 

Trustee

(Since 2005)

   Retired. Private investor and self-employed consultant (strategic investments) since 1994.

BETTY L. KRIKORIAN

69 yrs. old

 

Trustee

(Since 2005)

   Vice President, Compliance, AARP Financial Inc. from 2008-2010. Self-Employed Legal and Financial Services Consultant since 2003.

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 President – Investment Management Services, John Hancock Financial Services (subsidiary of Manulife Financial), June 2003 to June 2010.

JAMES M. STOREY

81 yrs. old

 

Trustee

(Since 1994)

   Attorney, Solo Practitioner since 1994.

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.

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.

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.

 

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 Trust’s Declaration of Trust.
3   Board Members oversee 47 funds in The Advisors’ Inner Circle Fund.

 

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THE ADVISORS’ INNER CIRCLE FUND    HAMLIN HIGH DIVIDEND
   EQUITY FUND
   DECEMBER 31, 2012
  

 

 

 

Other Directorships
Held by
Board Member/Officer 4
Current Directorships: 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 and Adviser Managed Trust. Director, Federal Agricultural Mortgage Corporation (Farmer Mac) since 1997.
Current Directorships: Trustee of The Advisors’ Inner Circle Fund II and Bishop Street Funds.
Trustee of The Advisors’ Inner Circle Fund II and Bishop Street Funds.
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.
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 Coveneant Funds; member of the independent review committee for SEI’s Canadian-registered mutual funds.
Former Directorships: Director of SEI Opportunity Fund, L.P. to 2010.

None.

None.

 

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.

 

29


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THE ADVISORS’ INNER CIRCLE FUND    HAMLIN HIGH DIVIDEND
   EQUITY FUND
   DECEMBER 31, 2012
  

 

 

 

 

Name, Address,
Age 1

  

Position(s) Held

with the Trust

and Length of
Time Served

  

Principal Occupation(s)
During the Past 5 Years

OFFICERS (continued)

    

RUSSELL EMERY

50 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.

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.

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.

KERI ROHN

32 yrs. old

   Privacy Officer (Since 2009) AML Officer (Since 2011)    Compliance Officer at SEI Investments since 2003.

JOHN MUNCH

41 yrs.old

   Vice President and Assistant Secretary (since 2012)    Attorney at SEI Investments Company since 2001.

 

1   Unless otherwise noted, the business address of each trustee and officer is SEI Investments Company, 1 Freedom Valley Drive, Oaks, Pennsylvania 19456.

 

30


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THE ADVISORS’ INNER CIRCLE FUND    HAMLIN HIGH DIVIDEND
   EQUITY FUND
   DECEMBER 31, 2012
  

 

 

 

 

Other Directorships

Held by

Trustee/Officer

None.

None.

None.

None.

None.

 

31


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THE ADVISORS’ INNER CIRCLE FUND    HAMLIN HIGH DIVIDEND
   EQUITY FUND
   DECEMBER 31, 2012
  

 

 

 

 

NOTICE TO SHAREHOLDERS (Unaudited)

For shareholders that do not have a December 31, 2012 tax year end, this notice is for informational purposes only. For shareholders with a December 31, 2012 tax year end, please consult your tax advisor as to the pertinence of this notice. For the fiscal year ended December 31, 2012, the Portfolio is designating the following items with regard to distributions paid during the year.

 

Long Term
Capital Gain
Distribution

 

Ordinary
Income
Distributions

 

Total
Distributions

 

Qualifying
for
Corporate
Dividends
Rec.
Deduction (1)

 

Qualifying
Dividend
Income (2)

 

U.S.
Government
Interest (3)

 

Interest

Related
Dividend (4)

 

Short Term
Capital

Gain
Dividends (5)

0.00%

  100.00%   100.00%   100.00%   100.00%   0.00%   0.00%   100.00%

 

(1)   Qualifying dividends represent dividends which qualify for the corporate dividend received deduction and are 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 each of the aforementioned Portfolios to designate the maximum amount permitted by 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.
(4)   The percentage in this column represents the amount of “Interest Related Dividend” 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.

 

32


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Hamlin High Dividend Equity Fund

PO Box 219009

Kansas City, MO 64121-9009

1-855-HHD-FUND

Adviser:

Hamlin Capital Management, LLC

640 Fifth Avenue, 6th Floor

New York, NY 10019

Distributor:

SEI Investments Distribution Co.

Oaks, PA 19456

Administrator:

SEI Investments Global Funds Services

Oaks, PA 19456

Legal Counsel:

Morgan, Lewis & Bockius LLP

1111 Pennsylvania Ave., N.W.

Washington, DC 20004

 

This information must be preceded or accompanied by a current prospectus for the Fund.

 

 

HCM-AR-001-0100


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Item 2. Code of Ethics.

The Registrant has adopted a code of ethics that applies to the Registrant’s 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 Registrant’s 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 fiscal year was as follows:

 

     2012  
         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

   $ 0       $ 0       $ 0   

(b)

 

Audit-Related Fees

   $ 0       $ 0       $ 0   

(c)

 

Tax Fees

   $ 0       $ 0       $ 0   

(d)

 

All Other Fees

   $ 0       $ 0       $ 0   


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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 fiscal year was as follows:

 

     2012  
         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

   $ 21,500         N/A         N/A   

(b)

 

Audit-Related Fees

     N/A         N/A         N/A   

(c)

 

Tax Fees

     N/A         N/A         N/A   

(d)

 

All Other Fees

     N/A         N/A         N/A   

(e)(1)

(e)(1) The Trust’s Audit Committee has adopted and the Board of Trustees has ratified an Audit and Non-Audit Services Pre-Approval Policy (the “Policy”), which sets forth the procedures and the conditions pursuant to which services proposed to be performed by the independent auditor of the Funds may be pre-approved.

The Policy provides that all requests or applications for proposed services to be provided by the independent auditor must be submitted to the Registrant’s Chief Financial Officer (“CFO”) and must include a detailed description of the services proposed to be rendered. The CFO will determine whether such services:

(1) require specific pre-approval; (2) are included within the list of services that have received the general pre-approval of the Audit Committee pursuant to the Policy; or (3) have been previously pre-approved in connection with the independent auditor’s annual engagement letter for the applicable year or otherwise. In any instance where services require pre-approval, the Audit Committee will consider whether such services are consistent with SEC’s rules and whether the provision of such services would impair the auditor’s independence.

Requests or applications to provide services that require specific pre-approval by the Audit Committee will be submitted to the Audit Committee by the CFO. The Audit Committee will be informed by the CFO on a quarterly basis of all services rendered by the independent auditor. The Audit Committee has delegated specific pre-approval authority to either the Audit Committee Chair or financial expert, provided that the estimated fee for any such proposed pre-approved service does not exceed $100,000 and any pre-approval decisions are reported to the Audit Committee at its next regularly scheduled meeting.

Services that have received the general pre-approval of the Audit Committee are identified and described in the Policy. In addition, the Policy sets forth a maximum fee per engagement with respect to each identified service that has received general pre-approval.

All services to be provided by the independent auditor shall be provided pursuant to a signed written engagement letter with the Registrant, the investment advisor or applicable control affiliate (except that matters as to which an engagement letter would be impractical because of timing issues or because the matter is small may not be the subject of an engagement letter) that sets forth both the services to be provided by the independent auditor and the total fees to be paid to the independent auditor for those services.

In addition, the Audit Committee has determined to take additional measures on an annual basis to meet its responsibility to oversee the work of the independent auditor and to assure the auditor’s independence from the Registrant, such as reviewing a formal written statement from the independent auditor delineating all relationships between the independent auditor and the Registrant, and discussing with the independent auditor its methods and procedures for ensuring independence.


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(e)(2) Percentage of fees billed applicable to non-audit services pursuant to waiver of pre-approval requirement were as follows (E&Y):

 

     2012  

Audit-Related Fees

     0

Tax Fees

     0

All Other Fees

     0

(f) Not applicable.

(g) The aggregate non-audit fees and services billed by E&Y for the last fiscal year was $0.

(h) During the past fiscal year, all non-audit services provided by Registrant’s principal accountant to either Registrant’s investment adviser or to any entity controlling, controlled by, or under common control with Registrant’s investment adviser that provides ongoing services to Registrant were pre-approved by the audit committee of Registrant’s Board of Trustees. Included in the audit committee’s pre-approval was the review and consideration as to whether the provision of these non-audit services is compatible with maintaining the principal accountant’s 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 Registrant’s Board of Trustees during the period covered by this report.

 

Item 11. Controls and Procedures.


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(a) The Registrant’s principal executive and principal financial officers, or persons performing similar functions, have concluded that the Registrant’s 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 Registrant’s 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 Registrant’s internal control over financial reporting.


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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.


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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/ Michael Beattie

  Michael Beattie, President
Date: March 8, 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/ Michael Beattie

  Michael Beattie, President
Date: March 8, 2013  

 

By (Signature and Title)*  

/s/ Michael Lawson

  Michael Lawson, Treasurer,
  Controller & CFO
Date: March 8, 2013  

 

* Print the name and title of each signing officer under his or her signature.