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: October 31, 2012

Date of reporting period: October 31, 2012

 

 

 


Item 1. Reports to Stockholders.


LOGO


THE ADVISORS’ INNER CIRCLE FUND    McKEE INTERNATIONAL
     EQUITY PORTFOLIO
     OCTOBER 31, 2012

 

 

 

TABLE OF CONTENTS         

Shareholders’ Letter

     1   

Schedule of Investments

     4   

Statement of Assets and Liabilities

     8   

Statement of Operations

     9   

Statement of Changes in Net Assets

     10   

Financial Highlights

     11   

Notes to Financial Statements

     12   

Report of Independent Public Accounting Firm

     23   

Disclosure of Portfolio Expenses

     24   

Trustees and Officers of the Advisors’ Inner Circle Fund

     26   

Notice to Shareholders

     32   

The Portfolio files its complete schedule of investments of Portfolio 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 Portfolio’s Form N-Q will be 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 Portfolio uses to determine how to vote proxies relating to portfolio securities, as well as information relating to how a Portfolio voted proxies relating to portfolio securities during the most recent 12-month period ended June 30, is available (i) without charge, upon request, by calling 1-866-625-3346; and (ii) on the SEC’s website at http://www.sec.gov.

 


THE ADVISORS’ INNER CIRCLE FUND    McKEE INTERNATIONAL
     EQUITY PORTFOLIO
     OCTOBER 31, 2012

 

 

 

Dear Shareholders:

Economic and Market Perspective

Growth forecasts have been reduced for both the advanced and the developing economies. Though expectations have been lowered, the developing countries continue to report above average growth. The Euro Zone appears to be in recession; however, aggressive monetary actions by the European Central Bank are supporting sovereign debt markets. Unemployment remains high throughout the developed world. The Chinese economy has slowed but growth appears set to reverse back towards 8%. Japan is benefiting from earthquake reconstruction but is hampered by the strength of the yen. Central banks are maintaining easy monetary policies, but inflation remains low with the exception of agricultural commodities. Despite sluggish global growth, corporate profits have grown briskly as higher productivity and tax rate shopping has more than offset limited revenue gains. Stock prices have advanced with earnings, but valuations are inexpensive in light of low bond yields.

Performance

For the twelve months ending October 31, 2012, the Fund’s return of 7.04% was 243 basis points greater than the 4.61% return for the benchmark MSCI EAFE Index. Stock selection in the consumer discretionary, health care, information technology, and utilities sectors was responsible for the outperformance. Some country overweights reduced returns modestly.

Portfolio Structure

As of October 31, 2012, the Fund was invested in 18 countries. The Fund is overweight in Japan but underweight in the Euro Zone, the United Kingdom, Australia, and Switzerland. Emerging markets and Canada, which are not included in the MSCI EAFE Index, accounted for 6% and 3% of the Portfolio respectively. The Portfolio is also overweight in information technology, industrials, and energy. Financials, consumer staples, and telecom services are underweight. On October 31, 2012, the Portfolio was invested in 54 companies, with 8% in ADR’s.

Outlook

Both the European sovereign debt crisis and the U.S. “fiscal cliff” are likely to exert downward pressure on the global economy. Profit estimates are being lowered as economic forecasts fall. However, stronger Chinese growth could offset weakness in the advanced economies and raise the outlook for developing countries. Central banks are likely to continue quantitative easing for some time and maintain interest rates at historically low levels. Depressed bond yields will offer limited competition for stocks but reduced earnings expectations are a headwind. The combination of inexpensive debt financing and reasonable equity values could

 

1


THE ADVISORS’ INNER CIRCLE FUND    McKEE INTERNATIONAL
     EQUITY PORTFOLIO
     OCTOBER 31, 2012

 

 

 

unleash a wave of corporate mergers if business confidence grows. If hostilities intensify in the Middle East, global markets are likely to react negatively. Additional equity price appreciation is possible if the global economic expansion remains above 2.5%.

Yours truly,

 

LOGO

Eugene M. Natali

C.S. McKee Chief Executive Officer

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

Definition of the Comparative Index

MSCI EAFE Index is an unmanaged index comprised of over 1,100 securities listed on the stock exchanges of countries in Europe, Australia and the Far East.

 

2


THE ADVISORS’ INNER CIRCLE FUND    McKEE INTERNATIONAL
     EQUITY PORTFOLIO
     OCTOBER 31, 2012

 

 

 

Growth of a $10,000 Investment

 

    AVERAGE ANNUAL TOTAL RETURN
FOR PERIOD ENDED OCTOBER 31, 2012
    One Year  Return   Annualized 5 Year  Return   Annualized 10 Year  Return

McKee International Equity Portfolio

      7.04%         (4.66 )%       8.60%  

MSCI EAFE Index

      4.61%         (5.81 )%       7.73%  

 

LOGO

The performance data quoted herein represents past performance and the return

and value of an investment in the Portfolio 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 Portfolio. The Portfolio’s

performance assumes the reinvestment of dividends and capital gains. Index returns assume

reinvestment of dividends and, unlike a portfolio’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 Portfolio will meet its stated objectives. The Portfolio’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 Portfolio

distributions or the redemption of Portfolio shares.

See definition of comparative index on page 2.

 

3


THE ADVISORS’ INNER CIRCLE FUND    McKEE INTERNATIONAL
     EQUITY PORTFOLIO
     OCTOBER 31, 2012

 

 

 

SECTOR WEIGHTINGS (Unaudited)†

 

LOGO

 

Percentages based on total investments.

 

SCHEDULE OF INVESTMENTS
COMMON STOCK — 95.5%
             
     Shares      Value  
     
AUSTRALIA — 5.9%      

Australia & New Zealand Banking Group

     190,000       $ 5,014,154   

CSL

     75,000         3,694,122   

Newcrest Mining

     150,000         4,110,974   
     

 

 

 
        12,819,250   
     

 

 

 
BRAZIL — 1.2%      

Vale ADR, Cl B

     140,000         2,564,800   
     

 

 

 
CANADA — 2.8%      

Potash Corp of Saskatchewan

     75,000         3,012,757   

Talisman Energy

     275,000         3,114,557   
     

 

 

 
        6,127,314   
     

 

 

 
FRANCE — 5.3%      

AXA

     220,000         3,496,476   

BNP Paribas

     85,000         4,274,672   

Capgemini

     90,000         3,782,071   
     

 

 

 
        11,553,219   
     

 

 

 
GERMANY — 6.9%      

Allianz

     40,000         4,958,275   

Bayer

     70,000         6,094,568   

Bayerische Motoren Werke

     50,000         3,981,366   
     

 

 

 
        15,034,209   
     

 

 

 

 

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

 

4


THE ADVISORS’ INNER CIRCLE FUND    McKEE INTERNATIONAL
     EQUITY PORTFOLIO
     OCTOBER 31, 2012

 

 

 

COMMON STOCK — continued     

 

     Shares      Value  
     
GREECE — 1.5%      

Coca-Cola Hellenic Bottling

     150,000       $ 3,207,122   
     

 

 

 
HONG KONG — 3.2%      

Galaxy Entertainment Group*

     900,000         3,094,819   

New World Development

     2,500,000         3,864,491   
     

 

 

 
        6,959,310   
     

 

 

 
ISRAEL — 1.9%      

Teva Pharmaceutical Industries ADR

     100,000         4,042,000   
     

 

 

 
ITALY — 1.7%      

Tenaris

     200,000         3,739,698   
     

 

 

 
JAPAN — 22.9%      

Astellas Pharma

     70,000         3,472,413   

Canon

     115,000         3,709,121   

Daiwa House Industry

     200,000         3,025,147   

Denso

     70,000         2,188,540   

East Japan Railway

     75,000         5,141,999   

Fanuc

     25,000         3,975,353   

KDDI

     60,000         4,654,072   

Komatsu

     200,000         4,183,661   

Kubota

     420,000         4,287,752   

Kuraray

     275,000         3,189,353   

Mitsubishi UFJ Financial Group

     900,000         4,064,807   

Nissan Chemical Industries

     300,000         3,302,890   

Seven & I Holdings

     150,000         4,620,293   
     

 

 

 
        49,815,401   
     

 

 

 
NORWAY — 1.8%      

Statoil ADR

     160,000         3,928,000   
     

 

 

 
SINGAPORE — 1.5%      

DBS Group Holdings

     275,000         3,133,068   
     

 

 

 
SOUTH KOREA — 1.4%      

Hyundai Motor

     15,000         3,087,750   
     

 

 

 
SPAIN — 5.9%      

Banco Santander

     500,000         3,750,713   

Inditex

     25,000         3,188,980   

Red Electrica

     70,000         3,281,307   

 

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

 

5


THE ADVISORS’ INNER CIRCLE FUND    McKEE INTERNATIONAL
     EQUITY PORTFOLIO
     OCTOBER 31, 2012

 

 

 

COMMON STOCK — continued     

 

     Shares      Value  
     
SPAIN — continued      

Telefonica

     195,000       $ 2,567,252   
     

 

 

 
        12,788,252   
     

 

 

 
SWEDEN — 3.3%      

Nordea Bank

     350,000         3,178,030   

Volvo, Cl B

     300,000         4,035,175   
     

 

 

 
        7,213,205   
     

 

 

 
SWITZERLAND — 7.2%      

ABB

     210,000         3,784,149   

Credit Suisse Group

     135,000         3,129,994   

Novartis

     85,000         5,116,248   

Zurich Insurance Group

     15,000         3,696,843   
     

 

 

 
        15,727,234   
     

 

 

 
TAIWAN — 3.1%      

Hon Hai Precision Industry

     1,119,250         3,398,459   

Taiwan Semiconductor Manufacturing ADR

     215,000         3,418,500   
     

 

 

 
        6,816,959   
     

 

 

 
UNITED KINGDOM — 18.0%      

Anglo American

     110,000         3,372,428   

BG Group

     210,000         3,882,248   

Centrica

     1,000,000         5,221,440   

Diageo

     150,000         4,279,776   

Royal Dutch Shell, Cl B

     75,000         2,646,767   

Royal Dutch Shell ADR, Cl B

     45,000         3,178,350   

SABMiller

     110,000         4,704,210   

Standard Chartered

     157,500         3,713,509   

WPP

     350,000         4,508,144   

Xstrata

     230,000         3,627,991   
     

 

 

 
        39,134,863   
     

 

 

 

TOTAL COMMON STOCK
(Cost $171,138,732)

        207,691,654   
     

 

 

 

 

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

 

6


THE ADVISORS’ INNER CIRCLE FUND    McKEE INTERNATIONAL
     EQUITY PORTFOLIO
     OCTOBER 31, 2012

 

 

 

RIGHTS — 0.1%     

 

     Number of
Rights/Shares
     Value  
     
SPAIN — 0.1%      

Banco Santander, Expires 11/5/12 *

     500,000       $ 98,481   
     

 

 

 

TOTAL RIGHT
(Cost $–)

        98,481   
     

 

 

 
SHORT-TERM INVESTMENT (A) — 4.1%              

Dreyfus Cash Management, 0.070%
(Cost $8,954,428)

     8,954,428         8,954,428   
     

 

 

 

TOTAL INVESTMENTS 99.7%
(Cost $180,093,160)

      $ 216,744,563   
     

 

 

 

Percentages are based on Net Assets of $217,407,381.

 

*   Non-income producing security.

 

(A)   Rate shown is the 7-day effective yield as of October 31, 2012.

ADR—American Depositary Receipt

Cl—Class

 

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

 

7


THE ADVISORS’ INNER CIRCLE FUND    McKEE INTERNATIONAL
     EQUITY PORTFOLIO
     OCTOBER 31, 2012

 

 

 

STATEMENT OF ASSETS AND LIABILITIES       

Assets:

  

Investments, at Value (Cost $180,093,160)

   $ 216,744,563   

Foreign Currency, at Value (Cost $35,606)

     36,251   

Dividend Receivable

     718,413   

Reclaim Receivable

     123,388   

Receivable for Capital Shares Sold

     20,600   

Prepaid Expenses

     12,965   
  

 

 

 

Total Assets

     217,656,180   
  

 

 

 

Liabilities:

  

Payable due to Investment Adviser

     130,186   

Payable due to Administrator

     22,318   

Payable for Capital Shares Redeemed

     6,315   

Chief Compliance Officer Fees Payable

     3,158   

Payable due to Trustees

     2,986   

Other Accrued Expenses and Other Payables

     83,836   
  

 

 

 

Total Liabilities

     248,799   
  

 

 

 

Net Assets

   $ 217,407,381   
  

 

 

 
NET ASSETS CONSIST OF:       

Paid-in Capital

   $ 189,629,791   

Undistributed Net Investment Income

     3,745,348   

Accumulated Net Realized Loss on Investments and Foreign Currency Transactions

     (12,513,888

Net Unrealized Appreciation on Investments

     36,651,403   

Net Unrealized Depreciation on Foreign Currency and Translation of
Other Assets and Liabilities Denominated in Foreign Currencies

     (105,273
  

 

 

 

Net Assets

   $ 217,407,381   
  

 

 

 

Institutional Class Shares:

  

Outstanding Shares of beneficial interest (unlimited authorization — no par value)

     19,447,354   

Net Asset Value, Per Share

     $11.18   
  

 

 

 

 

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

 

8


THE ADVISORS’ INNER CIRCLE FUND    McKEE INTERNATIONAL
     EQUITY PORTFOLIO
     FOR THE YEAR ENDED
     OCTOBER 31, 2012

 

 

 

STATEMENT OF OPERATIONS       

Investment Income:

  

Dividends

   $ 6,879,493   

Income received from securities lending

     98,394   

Less: Foreign Taxes Withheld

     (597,158
  

 

 

 

Total Investment Income

     6,380,729   
  

 

 

 

Expenses:

  

Investment Advisory Fees

     1,425,953   

Administration Fees

     244,450   

Shareholder Servicing Fees

     72,756   

Trustees’ Fees

     13,182   

Chief Compliance Officer Fees

     9,257   

Transfer Agent Fees

     76,977   

Custodian Fees

     57,572   

Legal Fees

     44,092   

Registration and Filing Fees

     21,410   

Audit Fees

     20,949   

Printing Fees

     20,910   

Other Expenses

     29,812   
  

 

 

 

Total Expenses

     2,037,320   
  

 

 

 

Less:

  

Fees Paid Indirectly — Note 4

     (15
  

 

 

 

Net Expenses

     2,037,305   
  

 

 

 

Net Investment Income

     4,343,424   
  

 

 

 

Net Realized Loss on:

  

Investments

     (3,898,510

Foreign Currency Transactions

     (93,180
  

 

 

 

Net Realized Loss

     (3,991,690
  

 

 

 

Net Change in Unrealized Appreciation (Depreciation) on:

  

Investments

     13,068,901   

Foreign Currency Transactions

     (12,901
  

 

 

 

Net Change in Unrealized Appreciation (Depreciation)

     13,056,000   
  

 

 

 

Net Realized and Unrealized Gain on Investments and Foreign Currency Transactions

     9,064,310   
  

 

 

 

Net Increase in Net Assets Resulting from Operations

   $ 13,407,734   
  

 

 

 

 

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

 

9


THE ADVISORS’ INNER CIRCLE FUND    McKEE INTERNATIONAL
     EQUITY PORTFOLIO
      

 

 

 

STATEMENT OF CHANGES IN NET ASSETS  
     Year
Ended
October 31,
2012
    Year
Ended
October 31,
2011
 

Operations:

    

Net Investment Income

   $ 4,343,424      $ 7,092,378   

Net Realized Gain (Loss) on Investments, Written Options and
Foreign Currency Transactions

     (3,991,690     3,174,629   

Net Change in Unrealized Appreciation (Depreciation) on Investments,
Written Options and Foreign Currency Transactions

     13,056,000        (29,821,950
  

 

 

   

 

 

 

Net Increase (Decrease) in Net Assets Resulting From Operations

     13,407,734        (19,554,943
  

 

 

   

 

 

 

Dividends:

    

Dividends from Net Investment Income

     (6,980,983     (3,717,780
  

 

 

   

 

 

 

Total Dividends

     (6,980,983     (3,717,780
  

 

 

   

 

 

 

Capital Share Transactions:

    

Issued

     13,731,596        19,594,783   

Reinvestment of Distributions

     6,185,081        3,644,786   

Redemption Fees — Note 2

     147        1,746   

Redeemed

     (26,978,725     (26,764,177
  

 

 

   

 

 

 

Net Decrease in Net Assets From Capital Share Transactions

     (7,061,901     (3,522,862
  

 

 

   

 

 

 

Total Decrease in Net Assets

     (635,150     (26,795,585
  

 

 

   

 

 

 

Net Assets:

    

Beginning of Year

     218,042,531        244,838,116   
  

 

 

   

 

 

 

End of Year (including Undistributed Net Investment Income of $3,745,348 and $6,476,087, respectively)

   $ 217,407,381      $ 218,042,531   
  

 

 

   

 

 

 

Shares Transactions:

    

Issued

     1,312,817        1,625,496   

Reinvestment of Distributions

     632,421        301,721   

Redeemed

     (2,618,684     (2,234,556
  

 

 

   

 

 

 

Net Decrease in Shares Outstanding From Share Transactions

     (673,446     (307,339
  

 

 

   

 

 

 

 

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

 

10


THE ADVISORS’ INNER CIRCLE FUND    McKEE INTERNATIONAL
     EQUITY PORTFOLIO
      

 

 

 

FINANCIAL HIGHLIGHTS  
     Selected Per Share Data & Ratios  
     For a Share Outstanding Throughout Each Year  
     Years Ended October 31,  
     2012     2011     2010     2009     2008  

Net Asset Value, Beginning of Year

   $ 10.84      $ 11.99      $ 11.09      $ 8.48      $ 17.97   

Income (Loss) from Investment Operations:

          

Net Investment Income*

     0.23        0.34        0.20        0.17        0.34   

Net Realized and Unrealized Gain (Loss)

     0.48        (1.31     0.90        2.79        (7.83
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total from Investment Operations

     0.71        (0.97     1.10        2.96        (7.49
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Redemption Fees**

                                   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Dividends and Distributions:

          

Net Investment Income

     (0.37     (0.18     (0.20     (0.32     (0.31

Capital Gains

                          (0.03     (1.69
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total Dividends and Distributions

     (0.37     (0.18     (0.20     (0.35     (2.00
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net Asset Value, End of Year

   $ 11.18      $ 10.84      $ 11.99      $ 11.09      $ 8.48   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total Return†

     7.04     (8.22 )%      9.91     36.34     (46.49 )% 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Ratios and Supplemental Data

          

Net Assets, End of Year (Thousands)

   $ 217,407      $ 218,043      $ 244,838      $ 203,107      $ 160,770   

Ratio of Expenses to Average Net Assets (1)

     1.00     0.97     0.99     1.01     1.00

Ratio of Net Investment Income to Average
Net Assets

     2.13     2.88     1.79     1.91     2.50

Portfolio Turnover Rate

     11     10     9     22     25

 

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

 

**   Amount represents less than $0.01 per share.

 

  Total return is for the period indicated and has not been annualized. Returns shown do not reflect the deductions of taxes that a shareholder would pay on Portfolio distributions or the redemption of Portfolio shares.

 

(1)    

The ratio of expenses to average net assets excludes the effects of fees paid indirectly. If there expense offsets were included, the ratio would be equal to the ratio presented.

Amounts designated as “—” are either $0 or have been rounding to $0.

 

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

 

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THE ADVISORS’ INNER CIRCLE FUND    McKEE INTERNATIONAL
     EQUITY PORTFOLIO
     OCTOBER 31, 2012

 

 

 

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 45 portfolios. The financial statements herein are those of the McKee International Equity Portfolio (the “Portfolio”). The investment objective of the Portfolio is long-term total return. The Portfolio is non-diversified and invests primarily (at least 80% of its net assets) in equity securities of companies located in at least three countries other than the U.S. The financial statements of the remaining portfolios of the Trust are presented separately. The assets of each portfolio are segregated, and a shareholder’s interest is limited to the portfolio in which shares are held.

 

2. Significant Accounting Policies:

The following is a summary of the Significant Accounting Policies followed by the Portfolio.

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 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. If available, debt securities are priced based upon valuations provided by independent, third-party pricing agents. Such values generally reflect the last reported sales price if the security is actively traded. The third-party pricing agents may also value debt securities 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

 

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THE ADVISORS’ INNER CIRCLE FUND    McKEE INTERNATIONAL
     EQUITY PORTFOLIO
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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. Prices for most securities held in the Portfolio are provided daily by recognized independent pricing agents. If a security price cannot be obtained from an independent, third-party pricing agent, the Portfolio seeks to obtain a bid price from at least one independent broker.

Securities for which market prices are not “readily available” are valued in accordance with Fair Value Procedures established by the Portfolio’s Board of Trustees (the “Board”). The Portfolio’s 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 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.

Options for which the primary market is a national securities exchange 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 long options and at the most recent ask price for written options. Options not traded on a national securities exchange are valued in accordance with Fair Value Procedures established by the Board.

For securities that principally trade on a foreign market or exchange, a significant gap in time can exist between the time of a particular security’s last trade and the time at which the Portfolio calculates its net asset value. The closing prices of such securities may no longer reflect their market value at the time the Portfolio calculates its net asset value if an event that could materially affect the value of those securities (a “Significant Event”) has occurred between the time of the security’s last close and the time that the Portfolio calculates net asset value. A Significant Event may relate to a single issuer or to an entire market sector. If the Adviser of the Portfolio becomes aware of a Significant Event that has occurred with respect to a security or group of securities after the closing of the exchange or market on which the security or

 

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     EQUITY PORTFOLIO
     OCTOBER 31, 2012

 

 

 

securities principally trade, but before the time at which the Portfolio calculates its net asset value, it may request that a Committee meeting be called. In addition, the Portfolio’s Administrator monitors price movements among certain selected indices, securities and/or baskets of securities that may be an indicator that the closing prices received earlier from foreign exchanges or markets may not reflect market value at the time the Portfolio calculates net asset value. If price movements in a monitored index or security exceed levels established by the Administrator, the Administrator notifies the Adviser that such limits have been exceeded. In such event, the adviser makes the determination whether a Committee meeting should be called based on the information provided.

The Portfolio uses Interactive Data Pricing and Reference Data, Inc., (“Interactive Data”) as a third party fair valuation vendor. Interactive Data provides a fair value for foreign securities in the Portfolio based on certain factors and methodologies (involving, generally, tracking valuation correlations between the U.S. market and each non-U.S. security) applied by Interactive Data in the event that there is a movement in the U.S. market that exceeds a specific threshold established by the Committee. The Committee establishes a “confidence interval” which is used to determine the level of correlation between the value of a foreign security and movements in the U.S. market before a particular security is fair valued when the threshold is exceeded. In the event that the threshold established by the Committee is exceeded on a specific day, the Portfolio values its non-U.S. securities that exceed the applicable “confidence interval” based upon the fair values provided by Interactive Data. In such event, it is not necessary to hold a Committee meeting. In the event that the Adviser believes that the fair values provided by Interactive Data are not reliable, the Adviser contacts the Portfolio’s administrator and can request that a meeting of the Committee be held.

If a local market in which the Portfolio owns securities is closed for one or more days, the Portfolio shall value all securities held in that corresponding currency based on the fair value prices provided by Interactive Data using the predetermined confidence interval discussed above.

There were no securities in the Fund valued in accordance with fair value procedures as of October 31, 2012.

In accordance with U.S. GAAP, the Portfolio 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

 

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     EQUITY PORTFOLIO
     OCTOBER 31, 2012

 

 

 

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 Portfolio 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).

Effective May 1, 2012, the Portfolio adopted Accounting Standards Update (“ASU”) No. 2011-04 “Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and International Financial Reporting Standards (“IFRS”)”. ASU 2011-04 includes common requirements for measurement of and disclosure about fair value between U.S. GAAP and IFRS. ASU 2011-04 requires reporting entities to disclose the following information for fair value measurements categorized within Level 3 of the fair value hierarchy: quantitative information about the unobservable inputs used in the fair value measurement, the valuation processes used by the reporting entity, and a narrative description of the sensitivity of the fair value measurement to changes in unobservable inputs and the interrelationships between those unobservable inputs. In addition, ASU 2011-04 requires reporting entities to make disclosures about amounts and reasons for all transfers in and out of Level 1 and Level 2 fair value measurements. The adoption of ASU 2011-04 had no impact on the Portfolio’s 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.

 

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     EQUITY PORTFOLIO
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As of October 31, 2012, all of the Portfolio’s investments were considered Level 1, in accordance with ASC-820.

For the year ended October 31, 2012, there have been no transfers between Level 1 and Level 2 assets and liabilities. For the year ended October 31, 2012 there were no Level 3 securities.

For the year ended October 31, 2012, there have been no significant changes to the Portfolio’s fair valuation methodology.

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

The Portfolio evaluates tax positions taken or expected to be taken in the course of preparing the Portfolio’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 Portfolio 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., the last 3 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 Portfolio did not have a liability for any unrecognized tax benefits. The Portfolio recognizes interest and penalties, if any, related to unrecognized tax benefits as income tax expense in the Statement of Operations. During the year the Portfolio did not incur any significant interest or penalties.

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 specific identification. 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 Portfolio is informed of the dividend if such information is obtained subsequent to the ex-dividend date.

Foreign Currency Translation — The books and records of the Portfolio are maintained in U.S. dollars. Investment securities and other assets and liabilities

 

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     EQUITY PORTFOLIO
     OCTOBER 31, 2012

 

 

 

denominated in a foreign currency are translated into U.S. dollars on the date of valuation. The Portfolio does not isolate that portion of realized or unrealized gains and losses resulting from changes in the foreign exchange rate from fluctuations arising from changes in the market prices of the securities. These gains and losses are included in net realized and unrealized gains and losses on investments on the Statement of Operations. Net realized and unrealized gains and losses on foreign currency transactions represent net foreign exchange gains or losses from foreign currency exchange contracts, disposition of foreign currencies, currency gains or losses realized between trade and settlement dates on securities transactions and the difference between the amount of the investment income and foreign withholding taxes recorded on the Portfolio’s books and the U.S. dollar equivalent of the amounts actually received or paid.

Written Options — When a covered put or call option is written in the Portfolio, an amount equal to the premium received by the Portfolio is included in the Portfolio’s Statement of Assets and Liabilities as a liability. The amount of the liability is subsequently marked-to-market to reflect the current market value of the option written.

When a covered written call expires on its stipulated expiration date, or if the Portfolio enters into a closing purchase transaction, the Portfolio will realize a gain (or loss if the cost of the closing purchase transaction exceeds the premium received when the call option was written) without regard to any unrealized gain or loss on the underlying security, and the liability related to such option will be extinguished. When a covered written call option is exercised, the Portfolio will realize a gain or loss from the sale of the underlying securities and the proceeds of the sale are increased by the premium originally received.

When a covered written put expires, or if the Portfolio enters into a closing purchase transaction, the Portfolio will realize a gain or loss on the option transaction and the liability related to such option is extinguished. When a put option is exercised, the Portfolio purchases the security, the cost of the security is reduced by the premium originally received, and no gain or loss is recognized. Any realized or unrealized gains (losses) during the year are presented on the Statement of Operations. The Portfolio trades written option contracts with off-balance sheet risk in the normal course of its investment activities in order to manage exposure to market risks. Risk of loss may exceed amounts recognized on the Statement of Assets and Liabilities. The measurement of the risks associated with these instruments is meaningful only when all related and offsetting transactions are considered. The Portfolio will write covered call options against equity positions as a hedging strategy. As of October 31, 2012, the Portfolio had no open written options contracts.

 

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Expenses — Most expenses of the Trust can be directly attributed to a particular portfolio. Expenses which cannot be directly attributed to a particular portfolio are apportioned among the portfolios of the Trust based on the number of portfolios and/or relative net assets.

Dividends and Distributions to Shareholders — The Portfolio distributes substantially all of its net investment income annually. Any net realized capital gains are distributed annually. All distributions are recorded on ex-dividend date.

Redemption Fees — The Portfolio retains redemption fees of 1.00% on redemptions of capital shares held for less than 180 days. For the years ended October 31, 2012 and October 31, 2011 there were $147 and $1,746, respectively, in redemption fees retained by the Portfolio.

 

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.

The services provided by the (“CCO”) and his staff 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 Portfolio 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 $125,000 for one portfolio, $250,000 for two portfolios, $350,000 for three portfolios, plus $75,000 per additional portfolio, plus $20,000 per additional class or 0.12% of the first $250 million, 0.10% of the next $250 million, 0.08% on assets between $500 million and $1 billion and 0.06% of any amount above $1 billion of the Portfolio’s average daily net assets.

The Trust and the Distributor are parties to a Distribution Agreement. The Distributor receives no fees under the agreement.

Certain brokers, dealers, banks, trust companies and other financial representatives receive compensation from the Portfolio for providing a variety of services,

 

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     EQUITY PORTFOLIO
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including record keeping and transaction processing. Such fees are based on the assets of the Portfolio that are serviced by the financial representative. Such fees are paid by the Portfolio to the extent that the number of accounts serviced by the financial representative multiplied by the account fee charged by the Portfolio’s transfer agent would not exceed the amount that would have been charged had the accounts serviced by the financial representative been registered directly through the transfer agent. All fees in excess of this calculated amount are paid by the C.S. McKee, L.P. (the “Adviser”). These fees are disclosed on the Statement of Operations as Shareholder Servicing Fees.

Union Bank, N.A. acts as custodian (the “Custodian”) for the Portfolio. The Custodian plays no role in determining the investment policies of the Portfolio or which securities are to be purchased or sold by the Portfolio.

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

During the year ended October 31, 2012, the Portfolio earned cash management credits of $15 which were used to offset transfer agent expenses. This amount is labeled “Fees Paid Indirectly” on the Statement of Operations.

 

5. Investment Advisory Agreement:

Under the terms of an investment advisory agreement, the Adviser provides investment advisory services to the Portfolio at a fee calculated at an annual rate of 0.70% of the Portfolio’s average daily net assets.

 

6. Investment Transactions:

For the year ended October 31, 2012, the Portfolio made purchases of $21,797,320 and sales of $37,501,468 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.

 

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. These differences are primarily due to differing book and tax treatments for foreign currency transactions and a reclass of distributions.

Permanent book and tax basis differences relating to shareholder distributions may result in reclassifications to undistributed net investment income (loss), accumulated

 

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     EQUITY PORTFOLIO
     OCTOBER 31, 2012

 

 

 

net realized gain (loss) and paid-in capital. Permanent differences are primarily attributable to foreign currency gain (loss) which has been classified to/from the following accounts:

 

Undistributed
Net Investment
Loss
    Accumulated
Net Realized
Gain
 
$ (93,180   $ 93,180   

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

The tax character of dividends and distributions paid during the last two fiscal years was as follows:

 

     Ordinary
Income
 

2012

   $ 6,980,983   

2011

     3,717,780   

As of October 31, 2012, the components of Distributable Earnings on a tax basis were as follows:

 

Undistributed Ordinary Income

   $ 3,745,346   

Capital Loss Carry Forwards

     (12,513,886

Unrealized Appreciation

     36,546,130   
  

 

 

 

Total Distributable Earnings

   $ 27,777,590   
  

 

 

 

For Federal income tax purposes, capital losses incurred in taxable years beginning before December 22, 2010 may be carried forward for a maximum period of eight years and applied against future net capital gains. As of October 31, 2012, the Portfolio had the following capital loss carryforwards:

 

Year Expiring   Amount  
2017   $ 7,838,721   
2018     776,655   
 

 

 

 
Total   $ 8,615,376   
 

 

 

 

During the fiscal year ended October 31, 2012, the Fund did not utilized capital loss carry forwards to offset capital gains.

Under the recently enacted Regulated Investment Company Modernization Act of 2010, Funds will be permitted to carry forward capital losses incurred in taxable years beginning after December 22, 2010 for an unlimited period. However, any losses incurred during those future taxable years will be required to be utilized prior to the losses incurred in pre-enactment taxable years. As a result of this

 

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     EQUITY PORTFOLIO
     OCTOBER 31, 2012

 

 

 

ordering rule, pre-enactment capital loss carry forwards may be more likely to expire unused. Additionally, post enactment capital losses that are carried forward will retain their character as either short-term or long-term capital losses rather than being considered all short-term as under previous law.

Losses carried forward under these new provisions are as follows:

 

Short-Term
Loss
    Long-Term
Loss
    Total  
$ 2,134,962      $ 1,763,548      $ 3,898,510   

The Federal tax cost and aggregate gross unrealized appreciation and depreciation for the investments held (excluding foreign currency) by the Portfolio at October 31, 2012, were as follows:

 

Federal
Tax Cost
    Aggregate
Gross
Unrealized
Appreciation
    Aggregate
Gross
Unrealized
Depreciation
    Net
Unrealized
Appreciation
 
$ 180,093,160      $ 49,598,708      $ (12,947,305   $ 36,651,403   

 

8. Concentration of Risks:

The Portfolio invests in securities of foreign issuers in various countries. These investments may involve certain considerations and risks not typically associated with investments in the United States as a result of, among other factors, the possibility of future political and economic developments and the level of governmental supervision and regulation of securities markets in the respective countries.

The Portfolio may be subject to taxes imposed by countries in which it invests. Such taxes are generally based on either income or gains earned or repatriated. The Portfolio accrues and applies such taxes to net investment income, net realized gains and net unrealized gains as income and/or capital gains are earned.

 

9. Other:

At October 31, 2012, 45% of total shares outstanding were held by two record shareholders each owning 10% or greater of the aggregate total shares outstanding. These shareholders were comprised of omnibus accounts that were held on behalf of multiple underlying shareholders.

In the normal course of business, the Portfolio enters into contracts that provide general indemnifications. The Portfolio’s maximum exposure under these arrangements is dependent on future claims that may be made against the Portfolio

 

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and, therefore, cannot be established; however, based on experience, the risk of loss from such claim is considered remote.

 

10. Loans of Portfolio Securities:

The Portfolio may lend portfolio securities having a market value up to one-third of the Portfolio’s total assets. Such loans are secured by collateral equal to no less than the market value of the loaned securities determined daily. Such collateral will be cash or debt securities issued or guaranteed by the U.S. Government or any agencies. Cash collateral received in connection with these loans is invested in short-term money market instruments. It is the Portfolio’s policy to obtain additional collateral from or return excess collateral to the borrower by the end of the next business day, following the valuation date of the securities loaned. The securities lending agent and the borrower retain a portion of the earnings from the collateral investments, with the remainder being retained by the Fund. The Portfolio records securities lending income net of such allocations. Therefore, the value of the collateral held may be temporarily less than the value of the securities on loan. Lending securities entails a risk of loss to the Portfolio if and to the extent that the market value of the securities loans were to increase and the borrower did not increase the collateral accordingly, and the borrower fails to return the securities. The Portfolio could also experience delays and costs in gaining access to the collateral. The Portfolio bears the risk of any deficiency in the amount of the collateral available for return to the borrower due to any loss on the collateral invested. As of October 31, 2012, there were no securities on loan.

 

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 Events:

The Portfolio 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

McKee International Equity Portfolio:

In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of McKee International Equity Portfolio (one of the portfolios constituting The Advisors’ Inner Circle Fund, hereafter referred to as the “Fund”) at October 31, 2012, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as “financial statements”) are the responsibility of the Fund’s management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements 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 are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at October 31, 2012 by correspondence with the custodian, provide a reasonable basis for our opinion.

Philadelphia, Pennsylvania

December 21, 2012

 

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DISCLOSURE OF PORTFOLIO EXPENSES (Unaudited)

All mutual funds have operating expenses. As a shareholder of a mutual fund, your investment is affected by these ongoing costs, which include (among others) costs for portfolio management, administrative services, and shareholder reports like this one. It is important for you to understand the impact of these costs on your investment returns.

Operating expenses such as these are deducted from the mutual 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 Portfolio 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 Portfolio’s costs in two ways:

Ÿ    Actual Portfolio Return. This section helps you to estimate the actual expenses after fee waivers that your Portfolio incurred over the period. The “Expenses Paid During Period” column shows the actual dollar expense cost incurred by a $1,000 investment in the Portfolio, and the “Ending Account Value” number is derived from deducting that expense cost from the Portfolio’s gross investment return.

You can use this information, together with the actual amount you invested in the Portfolio, 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 Portfolio under “Expenses Paid During Period.”

Ÿ    Hypothetical 5% Return. This section helps you compare your Portfolio’s costs with those of other mutual funds. It assumes that the Portfolio 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 Portfolio’s comparative cost by comparing the hypothetical result for your Portfolio in the “Expense Paid During Period” column with those that appear in the same charts in the shareholder reports for other mutual funds.

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

 

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DISCLOSURE OF PORTFOLIO EXPENSES (Unaudited) — concluded

 

 

       Beginning
Account
Value
5/01/12
     Ending
Account
Value
10/31/12
     Annualized
Expense
Ratios
    Expenses
Paid
During
Period*
 

McKee International Equity Portfolio — Institutional Class Shares

  

Actual Portfolio Return

   $ 1,000.00       $ 1,022.90         1.00   $ 5.09   

Hypothetical 5% Return

     1,000.00         1,020.18         1.00        5.08   

 

* 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 deemed to be “interested” persons of the Trust as that term is defined in the 1940 Act

 

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.

 

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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 1-866-625-3346. The following chart lists Trustees and Officers as of October 31, 2012.

 

    
    
Other Directorships
Held by Board Member 5

 

Current Directorships: Trustee of The Advisors’ Inner Circle Fund, 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.

 

 

3  

Denotes Trustees who may be deemed to be “interested” persons of the Fund as that term is defined in the 1940 Act by virtue of their affiliation with the Distributor and/or its affiliates.

 

4  

Board Members oversee 45 funds in The Advisors’ Inner Circle Fund.

 

5  

Directorships of Companies required to report to the securities and Exchange Commission under the Securities Exchange act of 1934 (i.e., “public companies”) or other investment companies under the 1940 act.

 

27


THE ADVISORS’ INNER CIRCLE FUND    McKEE INTERNATIONAL
     EQUITY PORTFOLIO
      

 

 

 

TRUSTEES AND OFFICERS OF THE ADVISORS’ INNER CIRCLE FUND (Unaudited)
Name, Address,
Age 1
   Position(s) Held
with the Trust
and Length of
Time Served 2
   Principal Occupation(s)
During the Past 5 Years

INDEPENDENT
BOARD MEMBERS 3   (continued)

  

MITCHELL A. JOHNSON

70 yrs. old

   Trustee
(Since 2005)
  

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

 

BETTY L. KRIKORIAN

69 yrs. old

   Trustee
(Since 2005)
   Vice President, Compliance, AARP Financial Inc. since 2008. 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 45 funds in The Advisors’ Inner Circle Fund.

 

28


THE ADVISORS’ INNER CIRCLE FUND    McKEE INTERNATIONAL
     EQUITY PORTFOLIO
      

 

 

 

 

Other Directorships
Held by Board Member/Trustee 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 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, SEI Liquid Asset Trust, SEI Asset Allocation Trust, SEI Tax Exempt Trust and SEI Alpha Strategy Portfolios, LP.

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 and Adviser Managed Trust; 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


THE ADVISORS’ INNER CIRCLE FUND    McKEE INTERNATIONAL
     EQUITY PORTFOLIO
      

 

 

 

TRUSTEES AND OFFICERS OF THE ADVISORS’ INNER CIRCLE FUND (Unaudited)
Name, Address,
Age 1
   Position(s) Held
with the Trust
and Length of
Time Served
   Principal Occupation(s)
During the Past 5 Years

OFFICERS (continued)

     

RUSSELL EMERY

49 yrs. old

   Chief Compliance
Officer
(Since 2006)
   Chief Compliance Officer of SEI Structured Credit Fund, LP and SEI Alpha Strategy Portfolios, LP since June 2007. Chief Compliance Officer of SEI Opportunity Fund, L.P., SEI Institutional Managed Trust, SEI Asset Allocation Trust, SEI Institutional International Trust, SEI Institutional Investments Trust, SEI Daily Income Trust, SEI Liquid Asset Trust and SEI Tax Exempt Trust since March 2006.

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 is SEI Investments Company, 1 Freedom Valley Drive, Oaks, Pennsylvania 19456.

 

30


THE ADVISORS’ INNER CIRCLE FUND    McKEE INTERNATIONAL
     EQUITY PORTFOLIO
      

 

 

 

 

Other Directorships
Held by Trustee/Officer

 

None.

 

None.

 

None.

 

None.

 

None.

 

 

31


THE ADVISORS’ INNER CIRCLE FUND    McKEE INTERNATIONAL
     EQUITY PORTFOLIO
      

 

 

 

NOTICE TO SHAREHOLDERS (Unaudited)

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

 

                  Qualifying for
Corporate

Dividends
Received
Deduction (1)
                      Foreign Investors  

Ordinary
Income
Distributions

   

Long-Term
Capital Gain
Distributions

   

Total
Distributions

     

Qualifying
Dividend
Income (2)

   

U.S.
Government
Interest (3)

   

Interest
Related
Dividends (4)

   

Short-Term
Capital Gain
Dividend (5)

   

FTC (6)

 
  100.00%        0.00%        100.00%        6.80%        97.96%        0.00%        0.03%        0.00%        7.38%   

 

(1)   Qualifying dividends represent dividends which qualify for the corporate dividends received deduction and is reflected as a percentage of ordinary income distributions (the total of short-term capital gain and net investment income distributions).

 

(2)   The percentage in this column represents the amount of “Qualifying Dividend Income” as created by the Jobs and Growth Tax Relief Reconciliation Act of 2003 and is reflected as a percentage of ordinary income distributions (the total of short-term capital gain and net investment income distributions). It is the intention of each of the aforementioned funds 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. Generally, interest from direct U.S. Government obligations is exempt from state income tax. However, for shareholders of the Advisors’ Inner Circle Fund — McKee International Equity Portfolio who are residents of California, Connecticut, New Jersey and New York, the statutory threshold requirements were not satisfied to permit exemption of these amounts from state income.

 

(4)   The percentage in this column represents the amount of “Interest Related Dividends” as created by the American Jobs Creation Act of 2004 and is reflected as a percentage of net investment income distributions that is exempt from U.S. withholding tax when paid to foreign investors.

 

(5)   The percentage in this column represents the amount of “Short-Term Capital Gain Dividends” as created by the American Jobs Creation Act of 2004 and is reflected as a percentage of short-term capital gain distributions that is exempt from U.S. withholding tax when paid to foreign investors.

 

(6)   The percentage in this column represents the of “Qualifying Foreign Taxes” as a percentage of ordinary distributions during the fiscal year ended October 31, 2012 amounting to $580,990 are expected to be passed through to the shareholders as foreign tax credits on Form 1099-DIV for the year ending December 31, 2012 which shareholders of this Portfolio will receive in late January, 2013. In addition, for the year ended October 31, 2012, gross foreign source income amounted to $4,823,758 for the McKee International Equity Portfolio.

The information reported herein may differ from the information and distributions taxable to the shareholder for the calendar year ending December 31, 2012. Complete information will be computed and reported in conjunction with your 2012 Form 1099-DIV.

 

32


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

 

The McKee International Equity Portfolio

P.O. Box 219009

Kansas City , MO 64121

866-625-3346

Adviser:

C.S. McKee, L.P.

One Gateway Center

Pittsburgh, PA 15222

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

 

 

 

CSM-AR-001-1100


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 two fiscal years was as follows:

 

     2012      2011  
          All fees and
services to
the Trust that

were pre-
approved
     All fees and
services to
service
affiliates that
were pre-
approved
     All other fees
and services
to service
affiliates that
did not
require pre-
approval
     All fees and
services to
the Trust that
were pre-
approved
     All fees and
services to
service
affiliates that
were pre-
approved
     All other fees
and services
to service
affiliates that
did not
require pre-
approval
 

(a)

   Audit Fees    $ 250,692       $ 0       $ 0       $ 209,462       $ 0       $ 0   

(b)

   Audit-Related Fees    $ 12,000       $ 0       $ 0       $ 11,286       $ 0       $ 0   

(c)

   Tax Fees    $ 55,000       $ 0       $ 0       $ 56,000       $ 0       $ 0   

(d)

   All Other Fees    $ 0       $ 0       $ 0       $ 0       $ 0       $ 0   


Fees billed by Ernst & Young LLP (“E&Y”) related to the Trust

E&Y billed the Trust aggregate fees for services rendered to the Trust for the last two fiscal years was as follows:

 

     2012    2011
          All fees and
services  to

the Trust that
were pre-
approved
     All fees and
services to
service
affiliates that
were pre-
approved
   All other fees
and services
to service
affiliates that
did not
require pre-
approval
   All fees and
services to
the Trust that
were pre-
approved
     All fees and
services to
service
affiliates that
were pre-
approved
   All other fees
and services
to service
affiliates that
did not
require pre-
approval

(a)

   Audit Fees    $ 406,500       N/A    N/A    $ 341,200       N/A    N/A

(b)

   Audit-Related Fees      N/A       N/A    N/A      N/A       N/A    N/A

(c)

   Tax Fees    $ 11,292       N/A    N/A      N/A       N/A    N/A

(d)

   All Other Fees      N/A       N/A    N/A      N/A       N/A    N/A

Fees billed by Deloitte & Touche LLP (“D&T”) related to the Trust

D&T billed the Trust aggregate fees for services rendered to the Trust for the last two fiscal years was as follows:

 

     2012    2011
          All fees and
services to
the Trust that
were pre-
approved
     All fees and
services to
service
affiliates that
were pre-
approved
   All other fees
and services
to service
affiliates that
did not
require pre-
approval
   All fees and
services to
the Trust that
were pre-
approved
   All fees and
services to
service
affiliates that

were pre-
approved
   All other fees
and services
to service
affiliates that
did not
require pre-
approval

(a)

   Audit Fees    $ 120,000       N/A    N/A    N/A    N/A    N/A

(b)

   Audit-Related Fees      N/A       N/A    N/A    N/A    N/A    N/A

(c)

   Tax Fees    $ 69,000       N/A    N/A    N/A    N/A    N/A

(d)

   All Other Fees      N/A       N/A    N/A    N/A    N/A    N/A


(e)(1) Not applicable.

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

 

     2012     2011  

Audit-Related Fees

     5     4

Tax Fees

     23     20

All Other Fees

     0     0

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

 

     2012     2011  

Audit-Related Fees

     0     0

Tax Fees

     3     0

All Other Fees

     0     0

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

 

     2012     2011  

Audit-Related Fees

     0     N/A   

Tax Fees

     58     N/A   

All Other Fees

     0     N/A   

(f) Not applicable.

(g) The aggregate non-audit fees and services billed by PwC for the last two fiscal years were $29,771,000 and $34,500,000 for 2012 and 2011, respectively.

(g) The aggregate non-audit fees and services billed by E&Y for the last two fiscal years were $0 and $0 for 2012 and 2011, respectively.

(g) The aggregate non-audit fees and services billed by D&T for the last two fiscal years were $0 and $0 for 2012 and 2011, respectively.

(h) During the past fiscal year, all non-audit services provided by 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.

(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.


Item 12. Exhibits.

(a)(1) Code of Ethics attached hereto.

(a)(2) A separate certification for the principal executive officer and the principal financial officer of the Registrant as required by Rule 30a-2(a) under the Investment Company Act of 1940, as amended (17 CFR 270.30a-2(a)), are filed herewith.

(b) Officer certifications as required by Rule 30a-2(b) under the Investment Company Act of 1940, as amended (17 CFR 270.30a-2(b)) also accompany this filing as an exhibit.

 

 


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

(Registrant)       The Advisors’ Inner Circle Fund   
By (Signature and Title)*      

/s/  M ICHAEL B EATTIE

  
      Michael Beattie, President   
Date: January 4, 2013         

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

 

By (Signature and Title)*      

/s/  M ICHAEL B EATTIE

  
      Michael Beattie, President   
Date: January 4, 2013         
By (Signature and Title)*      

/s/  M ICHAEL L AWSON

  
     

Michael Lawson, Treasurer,

Controller & CFO

  
Date: January 4, 2013         

 

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