N-CSR 1 d51162dncsr.htm ADVISORS INNER CIRCLE FUND II Advisors Inner Circle Fund II

 

 

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 811-07102

 

 

The Advisors’ Inner Circle Fund II

(Exact name of registrant as specified in charter)

 

 

CT Corporation

101 Federal Street

Boston, MA 02110

(Address of principal executive offices) (Zip code)

 

 

SEI Investments

One Freedom Valley Drive

Oaks, PA 19456

(Name and address of agent for service)

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

Date of fiscal year end: October 31, 2015

Date of reporting period: October 31, 2015

 

 

 


Item 1. Reports to Stockholders.


The Advisors’ Inner Circle Fund II

RSQ International Equity Fund

 

Annual Report      October 31, 2015   

 

LOGO


THE ADVISORS’ INNER CIRCLE FUND II    RSQ INTERNATIONAL
   EQUITY FUND
   OCTOBER 31, 2015

 

 

 

TABLE OF CONTENTS  

Shareholders’ Letter

     1   

Schedule of Investments

     6   

Statement of Assets and Liabilities

     14   

Statement of Operations

     15   

Statements of Changes

     16   

Financial Highlights

     17   

Notes to Financial Statements

     19   

Report of Independent Registered Public Accounting Firm

     33   

Disclosure of Fund Expenses

     34   

Trustees and Officers of The Advisors’ Inner Circle Fund II

     36   

Notice to Shareholders

     42   

 

 

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 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 202-551-8090.

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 a 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 1-855-355-4RSQ; and (ii) on the SEC’s website at http://www.sec.gov.


THE ADVISORS’ INNER CIRCLE FUND II    RSQ INTERNATIONAL
   EQUITY FUND
   OCTOBER 31, 2015 (Unaudited)

 

 

 

Dear Shareholders:

November 27th 2015 marks the two year anniversary of the RSQ International Equity Fund (the “Fund”). As many of you know, our process is based on an international equity strategy that we created back in 1995 while working together at Julius Baer Investment Management. On May 1, 2015, Riad and I had the pleasure of celebrating our 20 year working relationship. While such partnerships tend to be rare in today’s investment management world, the fact is that the majority of the RSQ team has been together since those days at Julius Baer/Artio Global. This is a unique differentiator and one that we feel provides competitive advantages. Over this 20 year period, we have managed to add alpha for our investors.

For the year ended October 31, 2015, the RSQ International Equity Fund (Institutional Shares) returned -1.14%, outperforming the MSCI All Country World ex-U.S. Index return of -4.68%. While we do not like to lose money, we are pleased with our ability to provide investors with over 3.5% of excess return as well as some defensive characteristics. Over the course of the period, our downside capture ratio was around 86% with a maximum drawdown of -15.4% vs. -18.9% for the benchmark. Much of this was the result of our portfolio shifts to income and value over growth as well as our underweighting of Emerging Markets and commodity-linked investments. Our ability to tactically hedge currency exposures as warranted also helped.

The Fund is designed to harness structural tailwinds at the country, sector and company levels. Simply stated, we look for multi-year structural tailwinds and look to avoid structural headwinds. While our portfolio is built with a three-to-five-year horizon, we periodically adjust the portfolio to reflect changes in our theses or changes in the investment environment. Throughout the last year, our overweight and underweight themes were generally as follows:

 

Overweight Themes

  

Underweight Themes

European Banks    Emerging Markets
European Telecom    Commodities and Miners
Japan    Canada and Australia
Pharmaceuticals    Energy
Chinese Internet   

From a regional perspective, we have been overweight Europe and Japan. We believe Europe is attractive based on relative valuations and strong tailwinds from the European Central Bank’s quantitative easing (QE) program which should help fight deflation, lower the Euro (EUR) and stimulate growth. Over the course of 2015, Western Europe

 

1


THE ADVISORS’ INNER CIRCLE FUND II    RSQ INTERNATIONAL
   EQUITY FUND
   OCTOBER 31, 2015 (Unaudited)

 

 

 

has been our largest regional exposure and our largest overweight emphasis. The Fund’s 60% average exposure to Europe was beneficial to performance as our regional allocation and stock selection both contributed to alpha. Our thesis for overweighting Japan has been based on improving corporate governance (along with increasing dividends, buybacks and mergers & acquisitions) as well as strong QE tailwinds from the Bank of Japan. Our Japanese overweight helped from an allocation perspective, although stock selection was a negative contributor to alpha. Lastly, with regards to Emerging Markets (EM), Canada and Australia, we have maintained sizable underweights. This is a strategic move as we foresee a 5-10 year headwind due to low global growth, a slowing Chinese economy and a decline in commodity prices. These allocation decisions were positive contributors to alpha.

The key tailwinds and headwinds we identify at the macro level also inform our sector emphasis. From this perspective, we favor life sciences, telecom carriers, European banks and Chinese internet players. We continue to remain underweight energy and mining companies as we believe the main trend in commodities is still to lower prices. However, we have recently added exposure to some energy, mining and more cyclical machinery companies. From a risk management perspective, it seems prudent to reduce the size of our resource underweights given the significant declines in commodity prices that have already occurred.

Going forward, we continue to expect macro risks to drive volatility in the markets over the short term. Plunging commodity prices, weaker economic growth expectations, pressure on stocks and currencies in commodity-rich countries and expectations for the U.S. Federal Reserve’s (Fed) first interest rate hike in almost a decade are all contributing to great uncertainty for international equity investors. The major wild card, however, is Emerging Markets. We believe we are in the midst of an Emerging Market currency crisis, fueled in part by plunging commodity prices and worsening current account balances. While many investors feel price action in EM and commodities is the result of the Fed or the Chinese growth scare, we take a different view. We believe that three bubbles are now collapsing simultaneously — the commodity bubble, the EM currency bubble and the EM equity bubble. Driven by China’s entry into the World Trade Organization (WTO) back in 2002, commodity prices jumped 5-10 times which created short-term supply/demand imbalances, causing commodity prices to go higher which created speculative money going into these countries. This created a virtuous circle of higher and higher commodity prices which led to higher and higher FX prices which led to higher and higher equity markets. We are now seeing the reverse image. Three bubbles are collapsing at a time when the Fed needs/wants to raise rates. This

 

2


THE ADVISORS’ INNER CIRCLE FUND II    RSQ INTERNATIONAL
   EQUITY FUND
   OCTOBER 31, 2015 (Unaudited)

 

 

 

creates huge macro risks and the potential for policy mistakes. It also creates opportunity. With EM in the early innings of some mean years, we think the sweet spot for international investors is Europe and Japan.

In conclusion, while we are happy and fortunate to celebrate 20 years of a successful working partnership between our team and our investors, it is the future of R Squared that really excites us. Throughout those 20 years, we have invested through many challenging market environments, and today’s market landscape is no exception. Macro risks have the potential to overwhelm international equity investors; currency risk, interest rate risk and political risk are all elevated. We understand the challenges these investors are facing with regards to their asset allocation decisions, and we believe we can help. Our investment process incorporates both rigorous fundamental research and macro perspectives as we seek to identify multi-year tailwinds and look to avoid structural headwinds. Additionally, our ability to tactically manage currency exposures and our background in fixed income could serve us well. The portfolio represents our highest conviction ideas and incorporates a risk-managed and diversified approach to international equity investing. We strongly believe that time-tested principles will generate long-term results for our shareholders. Lastly, it is important for you to know that our personal assets are invested alongside yours, and we take the stewardship of that capital very seriously.

We appreciate your continued confidence, and we thank you for being our partners in the RSQ International Equity Fund.

Best Regards,

 

LOGO

Richard Pell

Chairman

Definitions

Alpha: Measures the difference between a fund’s actual returns and its expected performance, given its level of risk (as measured by beta). Alpha is often seen as a measure of the value added or subtracted by a portfolio manager.

 

3


THE ADVISORS’ INNER CIRCLE FUND II    RSQ INTERNATIONAL
   EQUITY FUND
   OCTOBER 31, 2015 (Unaudited)

 

 

 

Downside Capture Ratio: Measures a fund’s performance in down markets relative to the market/benchmark itself. It is calculated by taking the fund’s downside capture return and dividing it by the benchmark’s downside capture return.

Mutual fund investing involves risk, including possible loss of principal. 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. Emerging markets and small cap holdings involve heightened risk related to the same factors, as well as increased volatility and lower trading volume. REIT investments are subject to changes in economic conditions, credit risk and interest rate fluctuations. The fund may invest in derivatives, which are often more volatile than other investments and may magnify the Fund’s gains or losses. The use of leverage by the fund managers may accelerate the velocity of potential losses.

RSQ Funds are distributed by SEI Investments Distribution Co., which is not affiliated with R Squared Capital Management or any other affiliate.

The MSCI All Country World ex-U.S. Index is a free float-adjusted market capitalization weighted index that is designed to measure the equity market performance of developed and emerging markets. The MSCI ACWI consists of 46 country indexes comprising 23 developed and 23 emerging market country indexes.

 

4


THE ADVISORS’ INNER CIRCLE FUND II    RSQ INTERNATIONAL
   EQUITY FUND
   OCTOBER 31, 2015 (Unaudited)

 

 

 

Growth of a $10,000 Investment

 

    AVERAGE ANNUAL RETURN TOTAL  FOR
PERIODS ENDED OCTOBER 31, 2015†
    One Year  

Annualized

Inception to Date*

Institutional Class

  (1.14%)   (3.42%)

Investor Class

  (1.31%)   (3.61%)

MSCI All Country World ex-U.S. Index

  (4.68%)   (2.18%)

 

LOGO

 

*   The RSQ International Equity Fund commenced operations on November 27, 2013.

 

  If the Adviser had not waived a portion of its fee, the Fund’s return would have been lower.

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 all dividends and all 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.

 

5


THE ADVISORS’ INNER CIRCLE FUND II    RSQ INTERNATIONAL
   EQUITY FUND
   OCTOBER 31, 2015

 

 

 

Sector Weightings (Unaudited)†

 

LOGO

 

  Percentages based on total investments.

 

SCHEDULE OF INVESTMENTS  
COMMON STOCK — 95.3%  
       Shares        Value  
AUSTRALIA — 0.4%           

Telstra

       50,478         $ 194,216   
         

 

 

 
BELGIUM — 3.7%           

Anheuser-Busch InBev

       3,185           383,540   

KBC Groep

       11,250           689,515   

Telenet Group Holding*

       13,710           804,173   
         

 

 

 
            1,877,228   
         

 

 

 
CANADA — 1.0%           

Gildan Activewear

       4,500           129,289   

Restaurant Brands International

       9,620           386,339   
         

 

 

 
            515,628   
         

 

 

 
CHILE — 0.4%           

Antofagasta

       27,437           222,920   
         

 

 

 
CHINA — 5.3%           

Baidu ADR*

       2,030           380,564   

China Mobile

       18,000           215,129   

China Unicom Hong Kong

       134,000           165,001   

 

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

 

6


THE ADVISORS’ INNER CIRCLE FUND II    RSQ INTERNATIONAL
   EQUITY FUND
   OCTOBER 31, 2015

 

 

 

COMMON STOCK — continued  
       Shares        Value  
CHINA — continued           

JD.com ADR*

       8,711         $ 240,598   

Tencent Holdings

       88,000           1,662,980   
         

 

 

 
            2,664,272   
         

 

 

 
CZECH REPUBLIC — 0.4%           

Komercni banka a.s.

       1,080           224,689   
         

 

 

 
DENMARK — 1.1%           

Novo Nordisk, Cl B

       9,931           528,241   
         

 

 

 
FRANCE — 8.6%           

Airbus Group

       3,689           257,282   

BNP Paribas

       8,158           498,334   

Iliad

       577           121,947   

L’Oreal

       903           165,273   

LVMH Moet Hennessy Louis Vuitton

       3,400           637,071   

Orange

       32,053           567,546   

Pernod Ricard

       4,338           514,238   

Publicis Groupe

       6,616           431,991   

Remy Cointreau

       3,543           248,258   

Safran

       5,550           423,797   

Schneider Electric

       4,109           250,279   

Technip

       4,380           230,704   
         

 

 

 
            4,346,720   
         

 

 

 
GERMANY — 9.8%           

Bayer

       4,607           617,498   

Daimler

       5,090           444,090   

Deutsche Post

       19,295           577,901   

Deutsche Telekom

       54,540           1,025,964   

Fresenius

       5,556           410,187   

Infineon Technologies

       42,213           523,076   

Linde

       2,343           408,602   

 

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

 

7


THE ADVISORS’ INNER CIRCLE FUND II    RSQ INTERNATIONAL
   EQUITY FUND
   OCTOBER 31, 2015

 

 

 

COMMON STOCK — continued  
       Shares        Value  
GERMANY — continued           

SAP

       9,988         $ 792,700   

Stabilus*

       3,343           129,250   
         

 

 

 
            4,929,268   
         

 

 

 
HONG KONG — 2.8%           

AIA Group

       245,000           1,432,177   
         

 

 

 
IRELAND — 3.5%           

Bank of Ireland*

       1,023,300           383,204   

Paddy Power

       4,955           575,819   

Ryanair Holdings

       53,325           794,648   
         

 

 

 
            1,753,671   
         

 

 

 
ITALY — 1.9%           

Anima Holding (A)

       33,150           326,827   

Intesa Sanpaolo

       177,103           620,770   
         

 

 

 
            947,597   
         

 

 

 
JAPAN — 17.4%           

ANA Holdings

       84,000           250,608   

Astellas Pharma

       19,400           282,363   

Bank of Yokohama

       41,000           255,951   

Bridgestone

       4,000           147,186   

Central Japan Railway

       2,400           438,442   

Daikin Industries

       7,000           450,579   

Kao

       8,400           431,189   

Mitsubishi UFJ Financial Group

       148,800           964,230   

Mitsui Fudosan

       5,000           136,038   

Nidec

       8,500           640,876   

Nintendo

       3,600           574,879   

Nippon Telegraph & Telephone

       16,400           604,970   

Nitto Denko

       6,600           423,174   

Rakuten

       31,900           442,396   

 

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

 

8


THE ADVISORS’ INNER CIRCLE FUND II    RSQ INTERNATIONAL
   EQUITY FUND
   OCTOBER 31, 2015

 

 

 

COMMON STOCK — continued  
       Shares        Value  
JAPAN — continued           

Seven & i Holdings

       11,800         $ 535,164   

SMC

       500           128,506   

Sumitomo Mitsui Financial Group

       23,000           917,156   

Suruga Bank

       12,100           238,138   

Suzuki Motor

       7,000           229,327   

Takeda Pharmaceutical

       6,500           317,694   

Toyota Motor

       5,900           361,916   
         

 

 

 
            8,770,782   
         

 

 

 
NETHERLANDS — 2.5%           

ASML Holding

       11,661           1,091,655   

NXP Semiconductors*

       2,368           185,533   
         

 

 

 
            1,277,188   
         

 

 

 
NORWAY — 0.7%           

Nordic Semiconductor*

       76,350           369,763   
         

 

 

 
SOUTH AFRICA — 1.6%           

Naspers, Cl N

       1,783           262,174   

Steinhoff International Holdings

       86,737           532,868   
         

 

 

 
            795,042   
         

 

 

 
SOUTH KOREA — 2.2%           

Samsung Electronics

       922           1,105,398   
         

 

 

 
SPAIN — 1.9%           

Merlin Properties Socimi‡

       74,929           965,106   
         

 

 

 
SWEDEN — 1.0%           

Atlas Copco, Cl A

       9,940           261,245   

Sandvik

       25,028           235,893   
         

 

 

 
            497,138   
         

 

 

 
SWITZERLAND — 6.7%           

Nestle

       9,537           731,789   

Novartis

       13,162           1,198,967   

 

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

 

9


THE ADVISORS’ INNER CIRCLE FUND II    RSQ INTERNATIONAL
   EQUITY FUND
   OCTOBER 31, 2015

 

 

 

COMMON STOCK — continued  
       Shares        Value  
SWITZERLAND — continued           

Roche Holding

       5,394         $ 1,471,574   
         

 

 

 
            3,402,330   
         

 

 

 
TAIWAN — 1.3%           

Taiwan Semiconductor Manufacturing ADR

       28,835           633,217   
         

 

 

 
UNITED KINGDOM — 20.6%           

Barclays

       59,330           212,592   

BHP Billiton

       20,580           331,278   

BP

       124,425           747,666   

British American Tobacco

       4,355           260,052   

BT Group, Cl A

       108,528           778,423   

Compass Group

       15,457           267,550   

Dialog Semiconductor*

       5,510           205,459   

Henderson Group

       92,543           409,451   

HSBC Holdings

       61,202           480,295   

Imperial Tobacco Group

       21,033           1,137,493   

InterContinental Hotels Group

       13,657           548,811   

Liberty Global, Cl A*

       9,483           422,183   

Lloyds Banking Group

       1,036,717           1,179,610   

Prudential

       21,331           501,524   

Rolls-Royce Holdings

       67,084           711,551   

SABMiller

       2,910           180,082   

Schroders

       5,417           249,341   

Victrex

       17,469           499,220   

Vodafone Group

       67,915           224,943   

WPP

       45,943           1,035,685   
         

 

 

 
            10,383,209   
         

 

 

 
UNITED STATES — 0.5%           

Allergan*

       800           246,776   
         

 

 

 

TOTAL COMMON STOCK
(Cost $46,984,932)

            48,082,576   
         

 

 

 

 

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

 

10


THE ADVISORS’ INNER CIRCLE FUND II    RSQ INTERNATIONAL
   EQUITY FUND
   OCTOBER 31, 2015

 

 

 

EXCHANGE TRADED FUNDS — 0.7%  
       Shares        Value  

iShares MSCI Philippines ETF

       6,170         $ 217,246   

Market Vectors Russia ETF

       6,989           116,786   
         

 

 

 

TOTAL EXCHANGE TRADED FUNDS
(Cost $377,168)

            334,032   
         

 

 

 

TOTAL INVESTMENTS — 96.0%
(Cost $47,362,100)

          $ 48,416,608   
         

 

 

 

 

    Percentages are based on Net Assets of $50,452,041.

The outstanding forward foreign currency contracts held by the Fund at October 31, 2015 is as follows:

 

Counterparty  

Settlement

Date

 

Currency

to Deliver

   

Currency

to Receive

   

Unrealized

Appreciation

(Depreciation)

 

Northern Trust Company

  11/12/15-2/2/16   EUR 9,913,000      USD   11,090,103      $ 130,309   

Goldman Sachs International

  11/27/15   JPY 138,000,000      USD 1,160,070        16,095   

Northern Trust Company

  11/12/15-11/27/15   USD 6,072,339      EUR 5,333,000        (180,282

Goldman Sachs International

  11/27/15   USD 577,203      JPY 69,000,000        (5,215
       

 

 

 
        $ (39,093
       

 

 

 

 

  Real Estate Investment Trust
*   Non-income producing security.
(A)   Securities sold within terms of a private placement memorandum, exempt from registration under Section 144A of the Securities Act of 1933, as amended, and may be sold only to dealers in that program or other “accredited investors.” These securities have been determined to be liquid under guidelines established by the Board of Trustees.

ADR — American Depositary Receipt

Cl — Class

ETF — Exchange Traded Fund

EUR — Euro

JPY — Japanese Yen

MSCI — Morgan Stanley Capital International

USD — U.S. Dollar

 

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

 

11


THE ADVISORS’ INNER CIRCLE FUND II    RSQ INTERNATIONAL
   EQUITY FUND
   OCTOBER 31, 2015

 

 

 

The table below sets forth information about the level within the fair value hierarchy at which the Fund’s investments and other financial instruments are measured at October 31, 2015:

 

Investments in Securities

   Level 1      Level 2     Level 3      Total  

Common Stock

          

Australia

   $     —       $ 194,216      $     —       $ 194,216   

Belgium

             1,877,228                1,877,228   

Canada

     515,628                        515,628   

Chile

             222,920                222,920   

China

     621,162         2,043,110                2,664,272   

Czech Republic

             224,689                224,689   

Denmark

             528,241                528,241   

France

             4,346,720                4,346,720   

Germany

     129,250         4,800,018                4,929,268   

Hong Kong

             1,432,177                1,432,177   

Ireland

     1,753,671                        1,753,671   

Italy

     326,827         620,770                947,597   

Japan

             8,770,782                8,770,782   

Netherlands

     185,533         1,091,655                1,277,188   

Norway

             369,763                369,763   

South Africa

             795,042                795,042   

South Korea

             1,105,398                1,105,398   

Spain

     965,106                        965,106   

Sweden

             497,138                497,138   

Switzerland

             3,402,330                3,402,330   

Taiwan

     633,217                        633,217   

United Kingdom

     422,183         9,961,026                10,383,209   

United States

     246,776                        246,776   
  

 

 

    

 

 

   

 

 

    

 

 

 

Total Common Stock

     5,799,353         42,283,223                48,082,576   
  

 

 

    

 

 

   

 

 

    

 

 

 

Exchange Traded Funds

     334,032                        334,032   
  

 

 

    

 

 

   

 

 

    

 

 

 

Total Investments in Securities

   $ 6,133,385       $ 42,283,223      $       $ 48,416,608   
  

 

 

    

 

 

   

 

 

    

 

 

 

Other Financial Instruments

   Level 1      Level 2     Level 3      Total  

Forwards Contracts^

          

Unrealized Appreciation

   $       $ 146,404      $       $ 146,404   

Unrealized Depreciation

             (185,497             (185,497
  

 

 

    

 

 

   

 

 

    

 

 

 

Total Other Financial Instruments

   $       $ (39,093   $       $ (39,093
  

 

 

    

 

 

   

 

 

    

 

 

 

 

^ Forwards contracts are value at the unrealized appreciation (depreciation) on the instrument.

 

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

 

12


THE ADVISORS’ INNER CIRCLE FUND II    RSQ INTERNATIONAL
   EQUITY FUND
   OCTOBER 31, 2015

 

 

 

Changes in the classifications between Levels 1 and 2 occurred throughout the year when foreign equity securities were fair valued using other observable market based inputs provided by MarkIt in place of the closing exchange price due to events occurring after the close of the exchange or market on which the investment was principally traded. As of October 31, 2015, securities with a total value $42,283,223 were classified as Level 2 due to the application of the fair value provided by MarkIt. There were no other significant transfers between Level 1 and 2 assets for the year ended October 31, 2015. All other transfers were considered to have occurred as of the end of the year. For the year ended October 31, 2015, there were no Level 3 securities.

For more information on valuation inputs, see Note 2 — Significant Accounting Policies in the Notes to Financial Statements.

 

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

 

13


THE ADVISORS’ INNER CIRCLE FUND II    RSQ INTERNATIONAL
   EQUITY FUND
   OCTOBER 31, 2015

 

 

 

STATEMENT OF ASSETS AND LIABILITIES       

Assets:

  

Investments, at Value (Cost $47,362,100)

   $ 48,416,608   

Foreign Currency, at Value (Cost $1,889)

     1,909   

Receivable for investments sold

     2,111,402   

Cash Equivalents

     206,598   

Unrealized Appreciation on Forward Foreign Currency Contracts

     146,404   

Reclaim Receivable

     117,250   

Dividend Receivable

     93,590   

Receivable for Capital Shares Sold

     2,000   

Prepaid Expenses

     20,731   
  

 

 

 

Total Assets

     51,116,492   
  

 

 

 

Liabilities:

  

Payable for Investment Securities Purchased

     377,978   

Unrealized Depreciation on Forward Foreign Currency Contracts

     185,497   

Payable due to Administrator

     11,890   

Payable due to Adviser

     10,905   

Unrealized Loss on Foreign Spot Currency Contracts

     7,030   

Payable due to Trustees

     2,162   

Chief Compliance Officer Fees Payable

     1,930   

Distribution Fees payable

     315   

Other Accrued Expenses and Other Payables

     66,744   
  

 

 

 

Total Liabilities

     664,451   
  

 

 

 

Net Assets

   $ 50,452,041   
  

 

 

 

Net Assets Consist of:

  

Paid-in Capital

   $ 55,307,155   

Undistributed Net Investment Income

     1,359,908   

Accumulated Net Realized Loss on Investments and Foreign Currency Transactions

     (7,223,415

Net Unrealized Appreciation on Investments

     1,054,508   

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

     (46,115
  

 

 

 

Net Assets

   $ 50,452,041   
  

 

 

 

Institutional Class Shares:

  

Net Assets

   $ 48,746,968   

Outstanding Shares of Beneficial Interest (unlimited authorization — no par value)

     5,384,330   

Net Asset Value, Offering and Redemption Price Per Share

   $ 9.05   
  

 

 

 

Investor Class Shares:

  

Net Assets

   $ 1,705,073   

Outstanding Shares of Beneficial Interest (unlimited authorization — no par value)

     188,780   

Net Asset Value, Offering and Redemption Price Per Share

   $ 9.03   
  

 

 

 

 

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

 

14


THE ADVISORS’ INNER CIRCLE FUND II    RSQ INTERNATIONAL
   EQUITY FUND
   FOR THE YEAR ENDED
   OCTOBER 31, 2015

 

 

 

STATEMENT OF OPERATIONS       

Investment Income:

  

Dividends

   $ 1,093,382   

Less: Foreign Taxes Withheld

     (110,948
  

 

 

 

Total Investment Income

     982,434   
  

 

 

 

Expenses:

  

Investment Advisory Fees

     407,402   

Administration Fees

     139,999   

Distribution Fees (Investor Class)

     3,259   

Chief Compliance Officer Fees

     6,122   

Trustees’ Fees

     9,768   

Transfer Agent Fees

     71,456   

Registration and Filing Fees

     32,624   

Legal Fees

     30,055   

Custodian Fees

     27,396   

Printing Fees

     26,608   

Audit Fees

     21,800   

Offering Costs (See Note 2)

     5,476   

Other Expenses

     19,150   
  

 

 

 

Total Expenses

     801,115   
  

 

 

 

Less:

  

Investment Advisory Fee Waiver

     (237,668

Fees Paid Indirectly (Note 4)

     (3
  

 

 

 

Net Expenses

     563,444   
  

 

 

 

Net Investment Income

     418,990   
  

 

 

 

Net Realized Gain (Loss) on:

  

Investments

     (3,967,131

Forward Contracts

     1,342,071   

Foreign Currency Transactions

     (300,249
  

 

 

 

Net Realized Loss

     (2,925,309
  

 

 

 

Net Change in Unrealized Appreciation (Depreciation) on:

  

Investments

     2,125,293   

Forwards Contracts

     (321,823

Foreign Currency Transactions and Translation of other Assets and Liabilities Denominated in Foreign Currencies

     11,636   
  

 

 

 

Net Change in Unrealized Appreciation

     1,815,106   
  

 

 

 

Net Realized and Unrealized Loss on Investments and Foreign Currency Transactions

     (1,110,203
  

 

 

 

Net Decrease in Net Assets Resulting from Operations

   $ (691,213
  

 

 

 

 

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

 

15


THE ADVISORS’ INNER CIRCLE FUND II    RSQ INTERNATIONAL
   EQUITY FUND
  

 

 

 

STATEMENTS OF CHANGES IN NET ASSETS  
     Year
Ended
October 31,
2015
    Period
Ended
October 31,
2014*
 

Operations:

    

Net Investment Income

   $ 418,990      $ 1,019,935   

Net Realized Loss on Investments, Forward Foreign Currency Contracts and Foreign Currency Transactions

     (2,925,309     (2,809,156

Net Change in Unrealized Appreciation (Depreciation) on Investments, Forward Foreign Currency Contracts and Translation of Other Assets and Liabilities Denominated in Foreign Currencies

     1,815,106        (806,713
  

 

 

   

 

 

 

Net Decrease in Net Assets Resulting from
Operations

     (691,213     (2,595,934
  

 

 

   

 

 

 

Dividends and Distributions:

    

Net Investment Income:

    

Institutional Class Shares

     (1,541,662       

Investor Class Shares

     (26,581       
  

 

 

   

 

 

 

Total Dividends and Distributions

     (1,568,243       
  

 

 

   

 

 

 

Capital Share Transactions:(1)

    

Institutional Class Shares

    

Issued

     1,285,338        50,680,140   

Reinvestment of Dividends

     1,541,661          

Redeemed

     (43,215       
  

 

 

   

 

 

 

Net Increase in Net Assets from Institutional Class Share Transactions

     2,783,784        50,680,140   
  

 

 

   

 

 

 

Investor Class Shares

    

Issued

     1,243,000        895,709   

Reinvestment of Dividends

     7,021          

Redeemed

     (5,020     (297,203
  

 

 

   

 

 

 

Net Increase in Net Assets from Investor Class Share Transactions

     1,245,001        598,506   
  

 

 

   

 

 

 

Net Increase in Net Assets From Capital Share Transactions

     4,028,785        51,278,646   
  

 

 

   

 

 

 

Total Increase in Net Assets

     1,769,329        48,682,712   
  

 

 

   

 

 

 

Net Assets:

    

Beginning of Period

     48,682,712          
  

 

 

   

 

 

 

End of Period (including Undistributed Net Investment
Income of $1,359,908 and $1,285,264, respectively)

   $ 50,452,041      $ 48,682,712   
  

 

 

   

 

 

 

 

*   Commenced operations on November 27, 2013.

 

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

 

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

 

16


THE ADVISORS’ INNER CIRCLE FUND II    RSQ INTERNATIONAL
   EQUITY FUND
  

 

 

 

FINANCIAL HIGHLIGHTS             

Selected Per Share Date & Ratios

For a Share Outstanding Throughout Each Period

 
     Institutional Class Shares  
     Year
Ended
October 31,
2015
    Period
Ended
October 31,
2014*
 

Net Asset Value, Beginning of Period

   $ 9.46      $ 10.00   
  

 

 

   

 

 

 

Income (Loss) from Investment Operations:

    

Net Investment Income**

     0.08        0.20   

Net Realized and Unrealized Loss

     (0.19     (0.74
  

 

 

   

 

 

 

Total from Investment Operations

     (0.11     (0.54
  

 

 

   

 

 

 

Dividends from:

    

Net Investment Income

     (0.30       
  

 

 

   

 

 

 

Total Dividends

     (0.30       
  

 

 

   

 

 

 

Net Asset Value, End of Period

   $ 9.05      $ 9.46   
  

 

 

   

 

 

 

Total Return‡

     (1.14 )%      (5.40 )%† 
  

 

 

   

 

 

 

Ratios and Supplemental Data

    

Net Assets, End of Period (Thousands)

   $ 48,747      $ 48,118   

Ratio of Expenses to Average Net Assets(1)

     1.10     1.10 %†† 

Ratio of Expenses to Average Net Assets (Excluding Waivers and Fees Paid Indirectly)

     1.57     1.70 %†† 

Ratio of Net Investment Income to Average Net Assets

     0.83     2.19 %†† 

Portfolio Turnover Rate

     121     107 %††† 

 

*   Commenced operations on November 27, 2013.

 

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

 

  Returns shown do 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 certain expenses not been waived and assumed by the Adviser during the period.

 

  Total return is for the period indicated and has not been annualized.

 

††   Annualized.

 

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

 

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

 

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

 

17


THE ADVISORS’ INNER CIRCLE FUND II    RSQ INTERNATIONAL
   EQUITY FUND
  

 

 

 

FINANCIAL HIGHLIGHTS — continued             

Selected Per Share Date & Ratios

For a Share Outstanding Throughout Each Period

 
     Investor Class Shares  
     Year
Ended
October 31,
2015
    Period
Ended
October 31,
2014*
 

Net Asset Value, Beginning of Period

   $ 9.44      $ 10.00   
  

 

 

   

 

 

 

Income (Loss) from Investment Operations:

    

Net Investment Income**

     0.06        0.16   

Net Realized and Unrealized Loss

     (0.18     (0.72
  

 

 

   

 

 

 

Total from Investment Operations

     (0.12     (0.56
  

 

 

   

 

 

 

Dividends from:

    

Net Investment Income

     (0.29       
  

 

 

   

 

 

 

Total Dividends

     (0.29       
  

 

 

   

 

 

 

Net Asset Value, End of Period

   $ 9.03      $ 9.44   
  

 

 

   

 

 

 

Total Return‡

     (1.31 )%      (5.60 )%† 
  

 

 

   

 

 

 

Ratios and Supplemental Data

    

Net Assets, End of Period (Thousands)

   $ 1,705      $ 564   

Ratio of Expenses to Average Net Assets(1)

     1.35     1.35 %†† 

Ratio of Expenses to Average Net Assets (Excluding Waivers and Fees Paid Indirectly)

     1.82     2.07 %†† 

Ratio of Net Investment Income to Average Net Assets

     0.65     1.76 %†† 

Portfolio Turnover Rate

     121     107 %††† 

 

*   Commenced operations on November 27, 2013.

 

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

 

  Returns shown do 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 certain expenses not been waived and assumed by the Adviser during the period.

 

  Total return is for the period indicated and has not been annualized.

 

††   Annualized.

 

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

 

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

 

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

 

18


THE ADVISORS’ INNER CIRCLE FUND II    RSQ INTERNATIONAL
   EQUITY FUND
   OCTOBER 31, 2015

 

 

 

NOTES TO FINANCIAL STATEMENTS

1. Organization:

The Advisors’ Inner Circle Fund II (the “Trust”) is organized as a Massachusetts business trust under an Amended and Restated Agreement and Declaration of Trust dated February 18, 1997. The Trust is registered under the Investment Company Act of 1940, as amended, as an open-end management investment company with 43 funds. The financial statements herein are those of the RSQ International Equity Fund (the “Fund”). The investment objective of the Fund is long-term growth of capital. The Fund is diversified and it’s investment objective is long-term growth of capital. Under normal circumstances, the Fund invests at least 80% of its net assets, plus any borrowings for investment purposes, in equity securities of companies located throughout the world, normally excluding the United States. Under normal market conditions, the Fund will invest in at least three countries outside the United States, and at least 65% of its net assets will be invested in non-U.S. companies, in both developed and emerging market countries. 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. The Fund commenced operations on November 27, 2013.

2. Significant Accounting Policies:

The following is a summary of the significant accounting policies followed by the Fund.

Use of Estimates — The Fund is an investment company in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”). Therefore, the Fund follows the accounting and reporting guidance for investment companies. The preparation of financial statements in conformity with U.S. 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 an exchange or market (foreign or

 

19


THE ADVISORS’ INNER CIRCLE FUND II    RSQ INTERNATIONAL
   EQUITY FUND
   OCTOBER 31, 2015

 

 

 

domestic) on which they are traded on valuation date (or at approximately 4:00 pm ET if a security’s primary exchange is normally open at that time), or, if there is no such reported sale on the valuation date, 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.

Investments in registered investment companies that trade on an exchange are valued at the last sales price or official closing price as of the close of the customary trading session on the exchange where the security is principally traded.

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. 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.

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 Fund calculates its net asset value. The closing prices of such securities may no longer reflect their market value at the time the Fund calculates 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 Fund calculates net asset value. A Significant Event may relate to a single issuer or to an entire market sector. If the R Squared Capital Management L.P. (the “Adviser”) of the Fund becomes aware of a Significant Event that has occurred with respect to a security or group of securities after the closing of the exchange or market on which the security or securities

 

20


THE ADVISORS’ INNER CIRCLE FUND II    RSQ INTERNATIONAL
   EQUITY FUND
   OCTOBER 31, 2015

 

 

 

principally trade, but before the time at which the Fund calculates its net asset value, it may request that a Committee meeting be called.

The Fund uses MarkIt Fair Value (“MarkIt”) as a third party fair valuation vendor. MarkIt provides a fair value for foreign securities in the Fund based on certain factors and methodologies (involving, generally, tracking valuation correlations between the U.S. market and each non-U.S. security) applied by MarkIt 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 Fund values its non-U.S. securities that exceed the applicable “confidence interval” based upon the fair values provided by MarkIt. 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 MarkIt are not reliable, the Adviser contacts the Administrator and can request that a meeting of the Committee be held.

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

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

 

21


THE ADVISORS’ INNER CIRCLE FUND II    RSQ INTERNATIONAL
   EQUITY FUND
   OCTOBER 31, 2015

 

 

 

 

    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.

For the year ended October 31, 2015, there have been no significant changes to the Fund’s fair valuation methodology.

Federal Income Taxes — It is the Fund’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 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 period. 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., open tax year ends, since inception), on-going analysis of and changes to tax laws, regulations and interpretations thereof.

As of and during the year ended October 31, 2015, 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. During the year ended October 31, 2015, the Fund did not incur any interest or penalties.

 

22


THE ADVISORS’ INNER CIRCLE FUND II    RSQ INTERNATIONAL
   EQUITY FUND
   OCTOBER 31, 2015

 

 

 

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 Fund 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 Fund are maintained in U.S. dollars. Investment securities and other assets and liabilities denominated in a foreign currency are translated into U.S. dollars on the date of valuation. The Fund does not isolate that portion of realized or unrealized gains and losses resulting from changes in the foreign exchange rate from fluctuations arising from changes in the market prices of the securities. 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 Fund’s books and the U.S. dollar equivalent of the amounts actually received or paid.

Forward Foreign Currency Exchange Contracts — The Fund enters into forward foreign currency exchange contracts to protect the value of securities held and related receivables and payables against changes in future foreign exchange rates. A forward currency contract is an agreement between two parties to buy and sell currency at a set price on a future date. The market value of the contract will fluctuate with changes in currency exchange rates. The contract is marked-to-market daily using the current forward rate and the change in market value is recorded by the Fund as unrealized gain or loss. The Fund recognizes realized gains or losses when the contract is closed, equal to the difference between the value of the contract at the time it was opened and the value at the time it was closed. Any realized or unrealized appreciation (depreciation) during the period are presented on the Statements of Operations. Risks may arise from unanticipated movements in the value of a foreign currency relative to the U.S. dollar. Risks may also arise upon entering into these contracts from the potential inability of counterparties to meet the terms of their contracts and

 

23


THE ADVISORS’ INNER CIRCLE FUND II    RSQ INTERNATIONAL
   EQUITY FUND
   OCTOBER 31, 2015

 

 

 

are generally limited to the amount of unrealized gain on the contracts at the date of default. Refer to the Fund’s Schedule of Investments for details regarding open forward foreign currency contracts as of October 31, 2015, if applicable.

For the year ended October 31, 2015, the average balances of forward foreign currency exchange contracts were as follows:

 

Average Monthly Notional Contracts Purchased

   $ 2,552,789   

Average Monthly Notional Contracts Sold

   $ 4,513,447   

Over-the-Counter (“OTC”) Derivative Contracts — The risks of investing in OTC derivatives may be mitigated by having a master netting arrangement between a Fund and the counterparty and by having the counterparty post collateral to cover a Fund’s exposure to the counterparty. The Fund is party to International Swap Dealers Association, Inc. (“ISDA”) master agreements. These agreements are with select counterparties and they govern transactions, including certain OTC derivative and foreign exchange contracts, entered into by the Trust on behalf of a Fund and the counterparty.

The ISDA master agreements maintain provisions for general obligations, representations, agreements, collateral, and events of default or termination. The occurrence of a specified event of termination may give counterparty the right to terminate all of its contracts and affect settlement of all outstanding transactions under the applicable ISDA master agreement. If the Fund’s net assets were to decline below an agreed upon level, the Fund may be required to terminate the existing contracts at the existing fair value.

To reduce counterparty risk with respect to OTC transactions, the Fund has entered into master netting arrangements, established within the Fund’s ISDA master agreements or other similar agreements, which allow the Fund to make (or to have an entitlement to receive) a single net payment in the event of default (close-out netting) for outstanding payables and receivables with respect to certain OTC positions in swaps for each individual counterparty. In addition, the Fund may require that certain counterparties post cash and/or securities in collateral accounts to cover their net payment obligations for those derivative contracts subject to ISDA master agreements. If the counterparty fails to perform under these contracts and agreements, the cash and/or securities will be made available to the Fund. For financial reporting purposes, the Fund does not offset derivative assets and derivative liabilities that are subject to netting arrangements in the

 

24


THE ADVISORS’ INNER CIRCLE FUND II    RSQ INTERNATIONAL
   EQUITY FUND
   OCTOBER 31, 2015

 

 

 

Statements of Assets and Liabilities. Bankruptcy or insolvency laws of a particular jurisdiction may impose restrictions on or prohibitions against the right of offset in bankruptcy, insolvency or other events.

Collateral terms are contract specific for OTC derivatives. For derivatives traded under an ISDA master agreement or other similar agreement, the collateral requirements are typically calculated by netting the mark to market amount of each transaction under such agreement and comparing that amount to the value of any collateral currently pledged by the Fund or the counterparty.

For financial reporting purposes, cash collateral that has been pledged to cover obligations of the Fund, if any, is reported separately on the Statement of Assets and Liabilities as cash pledged as collateral. Non-cash collateral pledged by the Fund, if any, is noted in the Schedules of Investments. Generally, the amount of collateral due from or to a party must exceed a minimum transfer amount threshold before a transfer has to be made. To the extent amounts due to the Fund from its counterparties are not fully collateralized, contractually or otherwise, the Fund bears the risk of loss from counterparty nonperformance.

The following table presents the Fund’s derivative assets by counterparty net of amounts available for offset under a netting agreement or similar arrangement and net of the related collateral excluding any independent amounts received by the Fund as of October 31, 2015:

 

Counterparty

   Derivative Assets
Subject to a Netting
Agreement or Similar
Arrangement
     Derivatives
Available for
Offset
    Collateral
Received
     Net Amount
Receivable from
Counterparty
 

Forward currency contracts

          

Goldman Sachs International

   $ 16,095       $ (5,215   $       $ 10,880   

Northern Trust Company

     130,309         (130,309               
  

 

 

    

 

 

   

 

 

    

 

 

 
   $ 146,404       $ (135,524   $       $ 10,880   
  

 

 

    

 

 

   

 

 

    

 

 

 

 

25


THE ADVISORS’ INNER CIRCLE FUND II    RSQ INTERNATIONAL
   EQUITY FUND
   OCTOBER 31, 2015

 

 

 

The following table presents the Fund’s derivative liabilities by counterparty net of amounts available for offset under a netting agreement or similar arrangement and net of the related collateral excluding any independent amounts received by the Fund as of October 31, 2015:

 

Counterparty

   Derivative Liabilities
Subject to a Netting
Agreement or Similar
Arrangement
     Derivatives
Available for
Offset
    Collateral
Pledged
     Net Amount
Payable to
Counterparty
 

Forward currency contracts

          

Goldman Sachs International

   $ 5,215       $ (5,215   $       $   

Northern Trust Company

     180,282         (130,309             49,973   
  

 

 

    

 

 

   

 

 

    

 

 

 
   $ 185,497       $ (135,524   $       $ 49,973   
  

 

 

    

 

 

   

 

 

    

 

 

 

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

Dividends and Distributions to Shareholders — The Fund 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.

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. For the year ended October 31, 2015, the Fund amortized the remaining offering costs of $5,476.

Cash Equivalents — Idle cash may be swept into various money market sweep accounts and is classified as cash equivalents on the Statement of Assets and Liabilities. The Fund maintains cash in bank deposit accounts which, at times, may exceed United States federally insured limits. Amounts invested are available on the same business day.

Investments in Real Estate Investment Trusts (“REITs”) — With respect to the Fund, dividend income is recorded based on the income included in distributions

 

26


THE ADVISORS’ INNER CIRCLE FUND II    RSQ INTERNATIONAL
   EQUITY FUND
   OCTOBER 31, 2015

 

 

 

received from the REIT investments using published REIT reclassifications including some management estimates when actual amounts are not available. Distributions received in excess of any 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.

3. Transactions with Affiliates:

Certain officers of the Trust are also officers of the Administrator, and/or SEI Investments Distribution Co. (the “Distributor”). Such officers are paid no fees by the Trust, other than the Chief Compliance Officer (“CCO”) as described below, for serving as officers of the Trust.

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 Fund and the Administrator are parties to an Administration Agreement, under which the Administrator provides administrative services to the Fund. For these services, the Administrator is paid an asset based fee, which will vary depending on the number of share classes and the average daily net assets of the Fund. For the year ended October 31, 2015, the Fund was charged $139,999 for these services.

The Fund has adopted a distribution plan under Rule 12b-1 of the Investment Company Act of 1940, as amended, for Investor Class Shares that allows the Fund to pay distribution and/or service fees for the sale and distribution of its shares, and for services provided to shareholders. Because these fees are paid out of the Fund’s assets on an on-going basis, over time these fees will increase the cost of your investment and may cost you more than paying other types of sales charges. The annual distribution and/or service fee for Investor Class Shares of the Fund is 0.25%.

Brown Brothers Harriman 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.

 

27


THE ADVISORS’ INNER CIRCLE FUND II    RSQ INTERNATIONAL
   EQUITY FUND
   OCTOBER 31, 2015

 

 

 

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

During the year ended October 31, 2015, the Fund earned cash management credits of $3 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 Fund at a fee calculated at an annual rate of 0.80% of the Fund’s average daily net assets. The Adviser has contractually agreed (effective November 27, 2013) to reduce fees and/or reimburse expenses to the extent necessary to keep total annual Fund operating expenses (excluding interest, taxes, brokerage commissions, acquired fund fees and expenses, and extraordinary expenses (collectively, “excluded expenses”)) from exceeding 1.10% and 1.35% of the Fund’s Institutional Class and Investor Class Shares’ average daily net assets, respectively, until February 28, 2016. In addition, if at any point total annual Fund operating expenses (not including excluded expenses) are below the expense cap, the Adviser may receive from the Fund the difference between total annual operating expenses (not including excluded expenses) and the expense cap to recover all or a portion of its prior fee reductions or expense reimbursements made during the preceding three-year period up to the expense cap in place at the time the expenses were waived, during which this agreement was in place.

As of October 31, 2015, fees which were previously waived by the Adviser that can be recaptured up to the expense cap in place at the time the expenses were waived, $278,713 and $237,668 expiring in 2017 and 2018, respectively.

 

28


THE ADVISORS’ INNER CIRCLE FUND II    RSQ INTERNATIONAL
   EQUITY FUND
   OCTOBER 31, 2015

 

 

 

6. Share Transactions:

 

     Year
Ended
October 31,
2015
    Period
Ended
October 31,
2014*
 

Shares Transactions:

    

Institutional Class Shares

    

Issued

     133,009        5,086,313   

Reinvestment of Dividends

     169,787          

Redeemed

     (4,779       
  

 

 

   

 

 

 

Increase in Institutional Class Shares

     298,017        5,086,313   
  

 

 

   

 

 

 

Investor Class Shares

    

Issued

     128,816        90,569   

Reinvestment of Dividends

     773          

Redeemed

     (558     (30,820
  

 

 

   

 

 

 

Increase in Investor Class Shares

     129,031        59,749   
  

 

 

   

 

 

 
*   Commenced operations on November 27, 2013.

7. Investment Transactions:

The cost of security purchases and the proceeds from security sales, other than short-term investments, for the year ended October 31, 2015, were as follows:

 

Purchases

  

U.S. Government

   $   

Other

     62,377,732   

Sales

  

U.S. Government

   $   

Other

     58,131,283   

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 or (loss) on investment transactions for a reporting period may differ significantly from distributions during the year. The 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

 

29


THE ADVISORS’ INNER CIRCLE FUND II    RSQ INTERNATIONAL
   EQUITY FUND
   OCTOBER 31, 2015

 

 

 

investment income (loss), accumulated net realized gain (loss) or paid-in capital as appropriate, in the period that the difference arises.

Accordingly, the following permanent differences are primarily attributable to foreign exchange gain/loss and sale of investments in passive foreign investment companies (PFICs) have been reclassified to (from) the following accounts:

 

Undistributed
Net
Investment
Income (Loss)
  Accumulated
Net Realized
Gain (Loss)
$1,223,897   $(1,223,897)

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

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

 

    Ordinary
Income
2015   $1,568,243
2014  

As of October 31, 2015, the components of accumulated losses on a tax basis were as follows:

 

Undistributed Ordinary Income

   $ 1,370,422   

Capital Loss Carryforwards

     (7,058,458

Unrealized Appreciation

     786,798   

Other Temporary Differences

     46,124   
  

 

 

 

Total Accumulated Losses

   $ (4,855,114
  

 

 

 

Under the Regulated Investment Company Modernization Act of 2010, the Fund is permitted to carry forward capital losses incurred in taxable years beginning after December 22, 2010 for an unlimited period. 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
$6,533,683   $524,775   $7,058,458

For Federal income tax purposes the difference between Federal tax cost and book cost primarily relates to wash sales and passive foreign investment companies. Wash sale loss

 

30


THE ADVISORS’ INNER CIRCLE FUND II    RSQ INTERNATIONAL
   EQUITY FUND
   OCTOBER 31, 2015

 

 

 

deferrals cannot be used for Federal income tax purposes in the current year and have been deferred for use in future years. The Federal tax cost and aggregate gross unrealized appreciation and depreciation for the investments held (excluding foreign currency) by the Fund at October 31, 2015, were as follows:

 

Federal
Tax Cost
  Aggregate
Gross
Unrealized
Appreciation
  Aggregate
Gross
Unrealized
Depreciation
  Net
Unrealized
Appreciation
$47,583,695   $2,734,125   $(1,901,212)   $832,913

9. Concentration of Risks:

The Fund 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 Fund 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 Fund accrues and applies such taxes to net investment income, net realized gains and net unrealized gains as income and/or capital gains are earned, if applicable.

10. Other:

On October 31, 2015, the number of shareholders below held the following percentage of the outstanding shares of the Fund:

 

     # of
Shareholders
     % of
Outstanding Shares
 

Institutional Class

     3         100

Investor Class

     2         97

The Institutional Class shareholders are comprised of two omnibus accounts which are held on behalf of various individual shareholders and one account which is an affiliate of the Adviser. The Investor Class shareholders are comprised of one omnibus account which is held on behalf of various individual shareholders and one account which is an affiliate of the Adviser.

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

 

31


THE ADVISORS’ INNER CIRCLE FUND II    RSQ INTERNATIONAL
   EQUITY FUND
   OCTOBER 31, 2015

 

 

 

be established; however, based on experience, the risk of loss from such claim is considered remote.

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 disclosures and/or adjustments were required to the financial statements.

 

32


THE ADVISORS’ INNER CIRCLE FUND II    RSQ INTERNATIONAL
   EQUITY FUND
   OCTOBER 31, 2015

 

 

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Trustees of

The Advisors’ Inner Circle Fund II and the Shareholders of

RSQ International Equity Fund:

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 RSQ International Equity Fund (one of the funds constituting The Advisors’ Inner Circle Fund II, hereafter referred to as the “Fund”) at October 31, 2015, the results of its operations for the year then ended, and the changes in its net assets and financial highlights for the year then ended and for the period November 27, 2013 (commencement of operations) through October 31, 2014, 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, 2015 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLP

Philadelphia, Pennsylvania

December 24, 2015

 

33


THE ADVISORS’ INNER CIRCLE FUND II    RSQ INTERNATIONAL
   EQUITY FUND
   OCTOBER 31, 2015

 

 

 

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 its 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 (May 1, 2015 to October 31, 2015).

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 “Expenses Paid During Period” column with those that appear in the same charts in the shareholder reports for other mutual funds.

 

34


THE ADVISORS’ INNER CIRCLE FUND II    RSQ INTERNATIONAL
   EQUITY FUND
   OCTOBER 31, 2015

 

 

 

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
5/01/15
     Ending
Account
Value
10/31/15
     Annualized
Expense
Ratios
    Expenses
Paid
During
Period*
 
Actual Fund Return           
Institutional Class Shares    $ 1,000.00       $ 928.20         1.10   $ 5.35   
Investor Class Shares      1,000.00         927.10         1.35        6.56   
Hypothetical 5% Return           
Institutional Class Shares    $ 1,000.00       $ 1,019.66         1.10   $ 5.60   
Investor Class Shares      1,000.00         1,018.40         1.35        6.87   

 

*   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 period shown).

 

35


THE ADVISORS’ INNER CIRCLE FUND II    RSQ INTERNATIONAL
   EQUITY FUND
   OCTOBER 31, 2015

 

 

 

TRUSTEES AND OFFICERS OF THE ADVISORS’ INNER CIRCLE FUND II (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,

Age1

  

Position(s) Held

with the Trust

and Length of

Time Served2

  

Principal
Occupation(s)

During the Past 5 Years

INTERESTED

BOARD MEMBERS3,4

ROBERT NESHER

69 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.

WILLIAM M. DORAN

1701 Market Street

Philadelphia, PA 19103

75 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 MEMBERS4

JOHN K. DARR

71 yrs. old

  

Trustee

(Since 2008)

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

JOSEPH T. GRAUSE, JR.

63 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.
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 43 funds in The Advisors’ Inner Circle Fund II.

 

36


THE ADVISORS’ INNER CIRCLE FUND II    RSQ INTERNATIONAL
   EQUITY FUND
   OCTOBER 31, 2015

 

 

 

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 1-866-355-4RSQ. The following chart lists Trustees and Officers as of October 31, 2015.

Other Directorships

Held by

Board Member5

Current Directorships: Trustee of The Advisor’s Inner Circle Fund, Bishop Street Funds, The KP 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, New Covenant Funds and SEI Insurance Products Trust. 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 and SEI Global Nominee Ltd.

 

Former Directorships: Director of SEI Opportunity Fund, L.P. to 2010 and Director of the SEI Alpha Strategy Portfolio LP to 2013.

 

Current Directorships: Trustee of The Advisors’ Inner Circle Fund, Advisors’ Inner Circle Fund III, Bishop Street Funds, O’Connor EQUUS, Winton Series Trust, Winton Diversified Opportunities Fund, 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, New Covenant Funds, SEI Insurance Products Trust and The KP Funds. Director of SEI Investments (Europe), Limited, SEI Investments — Global Funds Services, Limited, SEI Investments Global, Limited, SEI Investments (Asia), Limited, SEI Global Nominee Ltd. and SEI Investments — Unit Trust Management (UK) Limited. Director of the Distributor since 2003.

 

Former Directorships: Director of the SEI Alpha Strategy Portfolio LP to 2013.

 

Current Directorships: Trustee of The Advisors’ Inner Circle Fund, Bishop Street Funds and The KP Funds. Director, Federal Home Loan Bank of Pittsburgh. Director, Manna, Inc. (non-profit developer of affordable housing for ownership).

 

Current Directorships: Trustee of The Advisors’ Inner Circle Fund, Bishop Street Funds and The KP Funds. Director, The Korea Fund, Inc.

 

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.

 

37


THE ADVISORS’ INNER CIRCLE FUND II    RSQ INTERNATIONAL
   EQUITY FUND
   OCTOBER 31, 2015

 

 

 

Name, Address,

Age1

  

Position(s) Held
with the Trust

and Length of

Time Served2

  

Principal

Occupation(s)

During the Past 5 Years

INDEPENDENT

BOARD MEMBERS3 (continued)

MITCHELL A.

JOHNSON

73 yrs. old

  

Trustee

(Since 2005)

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

BETTY L. KRIKORIAN

72 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

59 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 2013 to June 2010.

GEORGE J. SULLIVAN, JR.

72 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

50 yrs. old

  

President

(Since 2011)

   Managing Director at SEI since 2011. Director of Client Service at SEI from 2004 to 2011. Vice President at SEI from 2009 to November 2011.

STEPHEN CONNORS

31 yrs. old

  

Treasurer, Controller and Chief Financial Officer

(since 2015)

   Director, SEI Investments, Fund Accounting since December 2014. Audit Manager, Deloitte & Touche LLP, from 2011 to 2014. Audit Supervisor, BBD, LLP (formerly Briggs, Bunting & Dougherty, LLP), from 2007 to 2011.
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 43 funds in The Advisors’ Inner Circle Fund II.

 

38


THE ADVISORS’ INNER CIRCLE FUND II    RSQ INTERNATIONAL
   EQUITY FUND
   OCTOBER 31, 2015

 

 

 

Other Directorships

Held by

Board Members4

Current Directorships: Trustee of The Advisors’ Inner Circle Fund, The KP Funds, 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, Adviser Managed Trust, New Covenant Funds and SEI Insurance Products Trust. Director, Federal Agricultural Mortgage Corporation (Farmer Mac) since 1997.

 

Former Directorships: Director of the SEI Alpha Strategy Portfolio LP to 2013.

Current Directorships: Trustee of The Advisors’ Inner Circle Fund, Bishop Street Funds and The KP Funds.

 

Current Directorships: Trustee of The Advisors’ Inner Circle Fund, Bishop Street Funds and The KP Funds.

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, Adviser Managed Trust, New Covenant Funds, SEI Insurance Products Trust and The KP 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, Director of the SEI Alpha Strategy Portfolio LP to 2013.

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.

 

39


THE ADVISORS’ INNER CIRCLE FUND II    RSQ INTERNATIONAL
   EQUITY FUND
   OCTOBER 31, 2015

 

 

 

Name, Address,

Age1

   Position(s) Held
with the Trust
and Length of
Time Served2
  

Principal
Occupation(s)

During the Past 5 Years

OFFICERS3 (continued)

RUSSELL EMERY

52 yrs. old

  

Chief Compliance Officer

(Since 2006)

   Chief Compliance Officer of SEI Structured Credit Fund, LP since 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, The Advisors’ Inner Circle Fund, SEI Liquid Asset Trust, SEI Tax Exempt Trust, The Advisors’ Inner Circle Fund II and Bishop Street Funds since 2006; SEI Adviser Managed Trust since 2010, New Covenant Funds since 2012; SEI Insurance Products Trust and The KP Funds since 2013; The Advisors’ Inner Circle Fund III, O’Connor EQUUS and Winton Series Trust since 2014 and Winton Diversified Opportunities Fund since 2015.

DIANNE M.

DESCOTEAUX

38 yrs. old

  

Vice President

and Secretary

(Since 2011)

   Counsel at SEI Investments since 2010. Associate at Morgan, Lewis & Bockius LLP from 2006 to 2010.

LISA WHITTAKER

37 yrs. old

  

Vice President and Assistant Secretary

(Since 2013)

   Attorney, SEI Investments Company (2012-present). Associate Counsel, The Glenmede Trust Company (2011-2012). Associate, Drinker Biddle & Reath LLP (2006-2011).

JOHN Y. KIM

34 yrs. old

  

Vice President and Secretary

(Since 2014)

   Attorney, SEI Investments Company (2014-present). Associate Stradley Ronon Stevens & Young (2009-2014).

BRIDGET E. SUDALL

35 yrs. old

  

Privacy Officer (Since 2015)

AML Officer

(Since 2015)

   Anti-Money Laundering Compliance Officer and Privacy Officer since 2015. Senior Associate and AML Officer, Morgan Stanley Alternative Investment Partners, April 2011 to March 2015. Investor Services Team Lead, Morgan Stanley Alternative Investment Partners, July 2007 to April 2011.
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 43 funds in The Advisors’ Inner Circle Fund II.

 

40


THE ADVISORS’ INNER CIRCLE FUND II    RSQ INTERNATIONAL
   EQUITY FUND
   OCTOBER 31, 2015

 

 

 

Other

Directorships

Held by

Officer

None.

None.

None.

None.

None.

 

41


THE ADVISORS’ INNER CIRCLE FUND II    RSQ INTERNATIONAL
   EQUITY FUND
   OCTOBER 31, 2015

 

 

 

NOTICE TO SHAREHOLDERS (Unaudited)

 

For shareholders that do not have an October 31, 2015 tax year end, this notice is for informational purposes only. For shareholders with an October 31, 2015 tax year end, please consult your tax advisor as to the pertinence of this notice. For the fiscal year ended October 31, 2015, the Fund is designating the following items with regard to distributions paid during the year.

 

Long Term
Capital Gain
Distribution
  Ordinary
Income
Distributions
    Total
Distributions
    Dividends
Qualifying
for  Corporate
Dividend
Received(1)
    Qualifying
Dividend
Income(2)
    U.S.
Government
Interest(3)
    Interest
Related
Dividends(4)
    Qualified
Short-
Term
Capital
Gain(5)
    Foreign
Tax
Credit(6)
 
0.00%     100.00     100.00     3.62     83.55     0.00     0.00     0.00     4.29

 

(1)   Qualifying dividends represent dividends which qualify for the corporate dividends 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 Relief Reconciliation Act of 2003 and its 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 U.S. Government obligations and distributed during the fiscal year. This amount is reflected as a percentage of total ordinary income distributions (the total of short term capital gain and net investment income distributions).

 

(4)   The percentage in this column represents the amount of “Interest Related Dividend” is reflected as a percentage of ordinary income distribution. Interest related dividends is exempted from U.S. withholding tax when paid to foreign investors.

 

(5)   The percentage of this column represents the amount of “Short Term Capital Gain Dividend” is reflected as a percentage of short term capital gain distribution that is exempted from U.S. withholding tax when paid to foreign investors.

 

(6)   The percentage in this column represents the amount of “Qualifying Foreign Taxes” as a percentage of ordinary distributions during the fiscal year ended October 31, 2015. The Fund intends to pass through a Foreign Tax Credit to shareholders for fiscal year ended 2015. The total amount of foreign source income is $1,052,672. The total amount of foreign tax paid is $70,238. Your allocation share of the foreign tax credit will be reported on form 1099-DIV.

The information reported herein may differ from the information and distributions taxable to the shareholders for the calendar year ending December 31, 2015. Complete information will be computed and reported in conjunction with your 2015 Form 1099-DIV.

 

42


RSQ International Equity Fund

P.O. Box 219009

Kansas City, MO 64121-9009

1-855-355-4RSQ

Adviser:

R Squared Capital Management L.P.

299 Park Avenue, 6th Floor

New York, NY 10171

Distributor:

SEI Investments Distribution Co.

1 Freedom Valley Drive

Oaks, PA 19456

Administrator:

SEI Investments Global Funds Services

1 Freedom Valley Drive

Oaks, PA 19456

Legal Counsel:

Morgan, Lewis & Bockius LLP

1701 Market Street

Philadelphia, PA 19103

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

RSQ-AR-001-0200


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 were as follows:

 

            2015    2014
            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    $136,800    $0    $0    $110,750    $0    $0

(b)

   Audit-Related Fees    $0    $0    $0    $0    $0    $0

(c)

   Tax Fees    $0    $0    $220,000    $0    $0    $200,000

(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 were as follows:

 

            2015    2014
            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    $22,605    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    N/A    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)

All requests or applications for services to be provided by the independent auditor shall be submitted to the Chief Financial Officer (“CFO”) of the Registrant and must include a detailed description of the services proposed to be rendered. The Registrant ‘s 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 or (3) have been previously pre-approved in connection with the independent auditor’s annual engagement letter for the applicable year or otherwise.

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 experts, 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.

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.

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

 

      2015     2014  

Audit-Related Fees

     0     0

Tax Fees

     0     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 (E&Y):

 

      2015     2014  

Audit-Related Fees

     0     0

Tax Fees

     0     0

All Other Fees

     0     0

(f) Not applicable.

(g) The aggregate non-audit fees and services billed by PwC for services rendered to the Registrant, and rendered to the Registrant’s investment adviser (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser), and any entity controlling, controlled by, or under common control with the adviser that provides ongoing services to the Registrant for the last two fiscal years were $220,000 and $200,000 for 2015 and 2014, respectively.

(g) The aggregate non-audit fees and services billed by E&Y for services rendered to the Registrant, and rendered to the Registrant’s investment adviser (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser), and any entity controlling, controlled by, or under common control with the adviser that provides ongoing services to the Registrant for the last fiscal year was $0 for 2015.

(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 II
By (Signature and Title)*      

/s/ Michael Beattie

      Michael Beattie, President
Date: January 8, 2016      

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: January 8, 2016      

 

By (Signature and Title)*      

/s/ Stephen Connors

      Stephen Connors,
      Treasurer, Controller & CFO
Date: January 8, 2016      

 

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