N-CSR 1 d28655dncsr.htm ADVISORS INNER CIRCLE FUND Advisors Inner Circle Fund

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM N-CSR

 

 

CERTIFIED SHAREHOLDER REPORT OF REGISTERED

MANAGEMENT INVESTMENT COMPANIES

Investment Company Act file number 811-06400

 

 

The Advisors’ Inner Circle Fund

(Exact name of registrant as specified in charter)

 

 

SEI Investments

One Freedom Valley Drive

Oaks, PA 19456

(Address of principal executive offices) (Zip code)

 

 

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, 2020

Date of reporting period: October 31, 2020

 

 

 


Item 1.

Reports to Stockholders.

A copy of the report transmitted to stockholders pursuant to Rule 30e-1 under the Investment Company Act or 1940, as amended (the “Act”) (17 CFR § 270.30e-1), is attached hereto.

 


LOGO

TS&W Equity Portfolio

The Advisors’ Inner Circle Fund

 

            Annual Report    OCTOBER 31, 2020            

 

 

Beginning on March 1, 2021, as permitted by regulations adopted by the Securities and Exchange Commission, paper copies of the Fund’s shareholder reports will no longer be sent by mail, unless you specifically request paper copies of the reports from the Fund or from your financial intermediary, such as a broker-dealer or bank. Instead, the reports will be made available on a website, and you will be notified by mail each time a report is posted and provided with a website link to access the report.

If you already elected to receive shareholder reports electronically, you will not be affected by this change and you need not take any action. You may elect to receive shareholder reports and other communications from the Fund electronically by contacting your financial intermediary, or, if you are a direct investor, by calling 1-866-4TSW-FUN.

You may elect to receive all future reports in paper free of charge. If you invest through a financial intermediary, you can follow the instructions included with this disclosure, if applicable, or you can contact your financial intermediary to inform it that you wish to continue receiving paper copies of your shareholder reports. If you invest directly with the Fund, you can inform the Fund that you wish to continue receiving paper copies of your shareholder reports by calling 1-866-4TSW-FUN. Your election to receive reports in paper will apply to all funds held with your financial intermediary if you invest through a financial intermediary or all Thompson, Siegel & Walmsley LLC Funds if you invest directly with the Fund.

 


THE ADVISORS’ INNER CIRCLE FUND   

TS&W EQUITY PORTFOLIO

OCTOBER 31, 2020

    

      

 

TABLE OF CONTENTS

 

 

 

Shareholder Letter

     1  

Schedule of Investments

     6  

Statement of Assets and Liabilities

     9  

Statement of Operations

     10  

Statements of Changes in Net Assets

     11  

Financial Highlights

     12  

Notes to Financial Statements

     13  

Report of Independent Registered Public Accounting Firm

     21  

Disclosure of Portfolio Expenses

     22  

Liquidity Risk Management Program

     24  

Trustees and Officers of The Advisors’ Inner Circle Fund

     25  

Notice to Shareholders

     31  

 

The Fund files its complete schedules of investments with the Securities and Exchange Commission (“SEC”) for the first and third quarters of each fiscal year as an exhibit to its report on Form N-PORT (Form N-Q for filings prior to March 31, 2020). The Fund Forms N-Q and N-PORT are available on the SEC’s website at http://www.sec.gov, and may be reviewed and copied at the SEC’s Public Reference Room in Washington, DC. Information on the operation of the Public Reference Room may be obtained by calling 1-800-SEC-0330.

A description of the policies and procedures that The Advisors’ Inner Circle Fund uses to determine how to vote proxies relating to portfolio securities, as well as information relating to how the Portfolio voted proxies relating to portfolio securities during the most recent 12-month period ended June 30, is available (i) without charge, upon request, by calling 1-866-4TSW-FUN; and (ii) on the Commission’s website at http://www.sec.gov.


THE ADVISORS’ INNER CIRCLE FUND   

TS&W EQUITY PORTFOLIO

OCTOBER 31, 2020

(Unaudited)

      

 

Dear Shareholders:

We are pleased to provide you with our annual report for the period ended October 31, 2020 for the TS&W Equity Portfolio (the “Portfolio”) managed by Thompson, Siegel & Walmsley LLC (“TSW”).

On October 31, 2020 the Portfolio’s value was $30,593,460. Our long-term goal for the Portfolio is to provide returns that exceed our benchmark index over a complete economic or market cycle.

Participants in the Portfolio include the TSW retirement plan, TSW investment advisory clients, and others seeking investment management from TSW. We encourage our clients to pursue a balanced investment approach, and where appropriate, utilize the Portfolio in an effort to achieve their specific investment objectives. The Portfolio is managed by a team of investment professionals utilizing a value investment philosophy. The investment team utilizes a consistent investment process in managing all client portfolios.

Our equity portfolio managers use a unique, four-factor screen combined with rigorous fundamental research conducted by experienced teams of analysts who are trying to answer three questions: Why is the stock inexpensive? What are the catalysts for change? How attractive is the opportunity relative to the risks?

TS&W Equity Portfolio

The TS&W Equity Portfolio returned -4.25% after fees and expenses while the Russell 1000 Value Index (the “Index”) returned -7.57% in the twelve months ending October 31, 2020. The backdrop was a continuation of market demand towards growth stock stories at any valuation premium, complemented by significant demand for higher beta and generally more speculative stocks. Despite the stylistic headwind, the portfolio fortunately was able to deliver meaningful alpha driven by positive industry allocation and stock selection. From a traditional sector lens, top contributors were Energy and Technology. Within Energy we continued to benefit from our underweight to oil producers given significant weakness in the industry. Our top holdings included Williams Co, a pipeline company, and Baker Hughes, an oilfield services company. Both stocks benefitted from exposure to natural gas, and proven resiliency in the industry as they have been able to maintain their respective dividends. Within Technology, the portfolio benefitted primarily from stock selection, which was additive across a number of names. Holdings in Apple Inc. and Alphabet Inc. were the top contributors. Both stocks continued their strength and leadership in their respective markets, further bolstered by work from home trends. We sold our position in Apple into strength during the most recent quarter.

 

1


THE ADVISORS’ INNER CIRCLE FUND   

TS&W EQUITY PORTFOLIO

OCTOBER 31, 2020

(Unaudited)

      

 

The detractors from the portfolio’s relative return over this time period were the Consumer Discretionary and Industrials industries. Within Consumer Discretionary, our positions within Expedia and modest airline exposure were the bottom detractors. Both Expedia and Delta Airlines were challenged by the current COVID-19 environment given reduction in travel. We moved on from Expedia in the first quarter given heightened uncertainty to their business and modest travel exposure elsewhere in the portfolio. As is the case with our approach during these uncertain times, we believed shares in Delta looked attractive from a risk/reward perspective by assessing valuation and fundamentals of the company on a more normalized cash flow basis within the next 2-3 years. While we believe further upside is likely to occur and certainly backstopped by stimulus from the government for this critical industry, greater uncertainty led to our recent sale in the position. Within Industrials, our underperformance was driven notably by our underweight allocation and ultimately names we did not own in sectors such as machinery and others where valuation is at a premium. There were no notable underperforming stocks to highlight.

As it relates to our forward views, we anticipate that uncertainty will continue to present itself as a result of the evolution of COVID-19, overall sentiment driven from vaccine development and deployment, and changes in the political landscape. The market continues to act irrationally with stock prices driven more by stories than the actual fundamentals and valuation of a business. We continue to believe opportunities exist for those that can look past near-term noise and headwinds, while focusing on valuation and fundamentals of companies on a normalized cash flow basis over the next 2-3 years. We believe while history may not repeat itself, it certainly rhymes, and the current environment continues to draw parallels to the similar disconnect witnessed in the late 90’s before this trend rolled over and valuation mattered to a significant degree and for an extended duration.

Respectfully submitted,

 

LOGO

Brett P. Hawkins, CFA

Chief Investment Officer

 

2


THE ADVISORS’ INNER CIRCLE FUND   

TS&W EQUITY PORTFOLIO

OCTOBER 31, 2020

(Unaudited)

      

 

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

The performance data quoted represents past performance and does not guarantee future results. The investment return and principal value of an investment will fluctuate so that an investor’s shares when redeemed may be worth more or less than their original cost and current performance may be lower or higher than the performance quoted. For performance data current to the most recent month end, please call 1-866-487-9386.

 

3


THE ADVISORS’ INNER CIRCLE FUND   

TS&W EQUITY PORTFOLIO

OCTOBER 31, 2020

(Unaudited)

      

 

Definition of the Comparative Index

Russell 1000 Value Index is an unmanaged index which measures the performance of the large-capitalization sector of the U.S. equity markets. It contains those Russell 1000 Index companies with lower-price-to-book ratios and lower forecasted growth values.

S&P 500 Index is an unmanaged capitalization-weighted index of 500 stocks designed to measure performance of the broad domestic economy through changes in the aggregate market value of 500 stocks representing all major industries.

TS&W Equity Portfolio Top Ten Holdings at October 31, 2020

(as a percentage of Net Assets)

 

1.    Berkshire Hathaway, Cl B      5.15      6.        Dollar Tree      3.25
2.    Post Holdings      4.07      7.        Comcast, CI A      3.24
3.    CVS Health      3.89      8.        Merck      3.20
4.    Progressive      3.78      9.        Dominion Energy      3.15
5.    McKesson      3.42      10.      Bank of America      3.10

 

4


THE ADVISORS’ INNER CIRCLE FUND   

TS&W EQUITY PORTFOLIO

OCTOBER 31, 2020

(Unaudited)

      

 

Growth of a $10,000 Investment

 

    

AVERAGE ANNUAL TOTAL RETURN

FOR YEARS ENDED OCTOBER 31, 2020†

    
  

 

1 Year

 

  

 

5 Years

 

  

 

10 Years

 

  
TS&W Equity Portfolio        -4.25%    6.09%    8.06%   
Russell 1000 Value Index        -7.57%    5.82%    9.48%   
S&P 500 Index        9.71%    11.71%    13.01%   

 

LOGO

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

The performance data quoted herein represents past performance and the return and value of an investment in the Portfolio will fluctuate so that, when redeemed, it may be worth less than its original cost. Past performance is no guarantee of future performance and should not be considered as a representation of the future results of the Portfolio. The Portfolio’s performance assumes the reinvestment of all dividends and all capital gains. Index returns assume reinvestment of dividends and, unlike a portfolio’s returns, do not reflect any fees or expenses. If such fees and expenses were included in the index returns, the performance would have been lower. Please note that one cannot invest directly in an unmanaged index.

There are no assurances that the Portfolio will meet its stated objectives.

The Portfolio’s holdings and allocations are subject to change because it is actively managed and should

not be considered recommendations to buy individual securities.

Returns shown do not reflect the deduction of taxes that a shareholder would pay on Portfolio distributions

or the redemption of Portfolio shares.

See definition of comparative index on page 4.

 

5


THE ADVISORS’ INNER CIRCLE FUND   

TS&W EQUITY PORTFOLIO

OCTOBER 31, 2020

    

      

 

 

  SCHEDULE OF INVESTMENTS

 

    

  COMMON STOCK — 92.8%

 

    
    

 

            Shares             

   

 

            Value             

COMMUNICATION SERVICES — 10.1%

    

Comcast, Cl A

     23,500     $ 992,640  

DISH Network, Cl A*

     23,400       596,466  

Liberty Media -Liberty SiriusXM, Cl C*

     18,225       630,585  

Verizon Communications

     15,125       861,974  
    

 

 

 

       3,081,665  
    

 

 

 

CONSUMER DISCRETIONARY — 13.2%

    

Booking Holdings *

     200       324,500  

Dollar Tree *

     11,000       993,520  

eBay

     8,000       381,040  

Fox

     25,000       663,000  

LKQ *

     20,000       639,800  

TJX

     5,000       254,000  

ViacomCBS, Cl B

     27,400       782,818  
    

 

 

 

       4,038,678  
    

 

 

 

CONSUMER STAPLES — 6.7%

    

Kraft Heinz

     26,100       798,399  

Post Holdings *

     14,500       1,245,550  
    

 

 

 

       2,043,949  
    

 

 

 

ENERGY — 3.6%

    

Baker Hughes, Cl A

     25,000       369,250  

Williams

     38,325       735,457  
    

 

 

 

               1,104,707  
    

 

 

 

FINANCIALS — 19.7%

    

Arch Capital Group *

     27,000       815,670  

Bank of America

     40,000       948,000  

Berkshire Hathaway, Cl B *

     7,800       1,574,820  

Charles Schwab

     11,100       456,321  

Progressive

     12,600       1,157,940  

Wells Fargo

     33,000       707,850  

Willis Towers Watson

     2,000       364,960  
    

 

 

 

       6,025,561  
    

 

 

 

HEALTH CARE — 17.1%

    

Alexion Pharmaceuticals *

     5,000       575,700  

Biogen *

     1,000       252,070  

Cigna

     5,209       869,747  

CVS Health

     21,200       1,189,108  

Laboratory Corp of America Holdings *

     1,625       324,626  

McKesson

     7,100       1,047,179  

 

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

 

6


THE ADVISORS’ INNER CIRCLE FUND   

TS&W EQUITY PORTFOLIO

OCTOBER 31, 2020

    

      

 

 

COMMON STOCK — continued

 

    
    

 

            Shares             

   

 

            Value             

HEALTH CARE — continued

    

Merck

     13,000     $ 977,730  
    

 

 

 

       5,236,160  
    

 

 

 

INDUSTRIALS — 3.2%

    

Lockheed Martin

     1,100       385,143  

Raytheon Technologies

     11,000       597,520  
    

 

 

 

       982,663  
    

 

 

 

INFORMATION TECHNOLOGY — 11.6%

    

Alphabet, Cl C *

     337       546,280  

Applied Materials

     7,000       414,610  

Cisco Systems

     14,000       502,600  

Dell Technologies, Cl C *

     12,000       723,120  

FleetCor Technologies *

     3,000       662,730  

Intel

     16,000       708,480  
    

 

 

 

       3,557,820  
    

 

 

 

MATERIALS — 2.6%

    

Corteva

     23,800       784,924  
    

 

 

 

UTILITIES — 5.0%

    

CenterPoint Energy

     14,000       295,820  

Dominion Energy

     12,000       964,080  

PPL

     10,275       282,562  
    

 

 

 

       1,542,462  
    

 

 

 

TOTAL COMMON STOCK
(Cost $26,338,269)

       28,398,589  
    

 

 

 

    

 

SHORT-TERM INVESTMENT — 8.0%

 

    

Federated Government Obligations Money Market Fund,

    

    Cl I, 0.010%(A)

     2,452,121       2,452,121  
    

 

 

 

TOTAL SHORT-TERM INVESTMENT
      (Cost $2,452,121)

       2,452,121  
    

 

 

 

TOTAL INVESTMENTS — 100.8%
    (Cost $28,790,390)

     $           30,850,710  
    

 

 

 

 

Percentages are based on Net Assets of $30,593,460.

    

 

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

 

7


THE ADVISORS’ INNER CIRCLE FUND   

TS&W EQUITY PORTFOLIO

OCTOBER 31, 2020

    

      

 

*

Non-income producing security.

(A)

The rate reported is the 7-day effective yield as of October 31, 2020.

Cl — Class

As of October 31, 2020, all of the Fund’s investments in securities were considered Level 1, in accordance with the authoritative guidance on fair value measurements and disclosure under U.S. GAAP.

For the year ended October 31, 2020, there were no transfers in or out of Level 3.

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

At October 31, 2020, sector diversification of the Portfolio was as follows (Unaudited):

 

Sector Diversification      

  

% of
  Net Assets  

       Value  

Common Stock

       

Financials

   19.7%          $ 6,025,561    

Health Care

   17.1             5,236,160    

Communication Services

   16.6             5,073,763    

Information Technology

   9.8             3,011,540    

Consumer Discretionary

   8.5             2,592,860    

Consumer Staples

   6.7             2,043,949    

Utilities

   5.0             1,542,462    

Energy

   3.6             1,104,707    

Industrials

   3.2             982,663    

Materials

   2.6             784,924    
  

 

    

 

 

 

Total Common Stock

   92.8             28,398,589    

Short-Term Investment

   8.0             2,452,121    
  

 

    

 

 

 

Total Investments

   100.8             30,850,710    

Total Other Assets and Liabilities

   (0.8)           (257,250)   
  

 

    

 

 

 

Net Assets

   100.0%        $ 30,593,460   
  

 

    

 

 

 

 

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

 

8


THE ADVISORS’ INNER CIRCLE FUND   

TS&W EQUITY PORTFOLIO

OCTOBER 31, 2020

    

      

 

 

  STATEMENT OF ASSETS AND LIABILITIES

 

 

Assets:

  

Investments at Value (Cost $28,790,390)

   $     30,850,710  

Receivable for Investment Securities Sold

     165,382  

Dividends and Interest Receivable

     18,858  

Prepaid Expenses

     12,487  
  

 

 

 

Total Assets

     31,047,437  
  

 

 

 

Liabilities:

  

Payable for Investment Securities Purchased

     370,455  

Payable to Transfer Agency

     9,105  

Payable due to Audit Fees

     18,000  

Payable for Printing Fees

     10,780  

Payable for Legal Fees

     9,172  

Payable due to Administrator

     10,617  

Payable for Trustees’ Fees

     5,594  

Payable due to Investment Adviser

     4,128  

Chief Compliance Officer Fees Payable

     2,155  

Other Accrued Expenses

     13,971  
  

 

 

 

Total Liabilities

     453,977  
  

 

 

 

Net Assets

   $ 30,593,460  
  

 

 

 

NET ASSETS:

  

Paid-in-Capital

   $ 26,959,686  

Total Distributable Earnings

     3,633,774  
  

 

 

 

Net Assets

   $ 30,593,460  
  

 

 

 

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

     2,669,611  
  

 

 

 

Net Asset Value, Offering and Redemption Price Per Share*

   $ 11.46  
  

 

 

 

 

* Redemption price per share may vary depending on the length of time shares are held.   

 

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

9


THE ADVISORS’ INNER CIRCLE FUND   

TS&W EQUITY PORTFOLIO

FOR THE YEAR ENDED

OCTOBER 31, 2020

      

 

STATEMENT OF OPERATIONS

 

Investment Income:

  

Dividends

   $ 625,265  
  

 

 

 

Total Investment Income

     625,265  
  

 

 

 

Expenses:

  

Investment Advisory Fees

     247,239  

Administration Fees - Note 4

     125,344  

Trustees’ Fees

     22,119  

Chief Compliance Officer Fees

     6,620  

Transfer Agent Fees

     77,735  

Legal Fees

     30,640  

Shareholder Servicing Fees

     29,903  

Filing and Registration Fees

     24,408  

Audit Fees

     18,000  

Printing Fees

     14,905  

Custodian Fees

     5,000  

Other Expenses

     16,814  
  

 

 

 

Total Expenses

     618,727  
  

 

 

 

Less:

  

Waiver of Investment Advisory Fees - Note 5

     (222,981

Fees Paid Indirectly - Note 4

     (159
  

 

 

 

Net Expenses

     395,587  
  

 

 

 

Net Investment Income

     229,678  
  

 

 

 

Realized and Unrealized Gain (Loss) on Investments:

  

Net Realized Gain on Investments

     1,548,363  

Net Change in Unrealized Appreciation (Depreciation) on Investments

     (3,281,656
  

 

 

 

Net Realized and Unrealized Loss on Investments

     (1,733,293
  

 

 

 

Net Decrease in Net Assets Resulting from Operations

   $ (1,503,615
  

 

 

 

 

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

10


THE ADVISORS’ INNER CIRCLE FUND   

TS&W EQUITY PORTFOLIO

    

      

 

STATEMENTS OF CHANGES IN NET ASSETS     
     Year Ended
October 31, 2020
  Year Ended
October 31, 2019

Operations:

    

Net Investment Income

     $ 229,678       $ 639,315  

Net Realized Gain on Investments

     1,548,363       1,309,719  

Net Change in Unrealized (Depreciation) on Investments

     (3,281,656     (74,860
  

 

 

 

 

 

 

 

Net Increase (Decrease) in Net Assets Resulting from Operations

     (1,503,615     1,874,174  
  

 

 

 

 

 

 

 

Distributions

     (1,537,701     (5,287,064
  

 

 

 

 

 

 

 

Capital Share Transactions:

    

Issued

     672,549       1,965,737  

Reinvestment of Distributions

     1,519,177       5,219,020  

Redemption Fees — Note 2

     2,163       2,138  

Redeemed

     (4,514,907     (8,917,635
  

 

 

 

 

 

 

 

Net Decrease in Net Assets from Capital Share Transactions

     (2,321,018     (1,730,740
  

 

 

 

 

 

 

 

Total Decrease in Net Assets

     (5,362,334     (5,143,630
  

 

 

 

 

 

 

 

Net Assets:

    

Beginning of Year

     35,955,794       41,099,424  
  

 

 

 

 

 

 

 

End of Year

     $     30,593,460       $     35,955,794  
  

 

 

 

 

 

 

 

Share Transactions:

    

Issued

     58,916       159,114  

Reinvestment of Distributions

     123,652       472,819  

Redeemed

     (390,465     (757,002
  

 

 

 

 

 

 

 

Net Decrease in Shares Outstanding from Share Transactions

     (207,897     (125,069
  

 

 

 

 

 

 

 

 

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

11


THE ADVISORS’ INNER CIRCLE FUND   

TS&W EQUITY PORTFOLIO

    

      

 

 

  FINANCIAL HIGHLIGHTS

 

  
  

 

 

 

Selected Per Share Data & Ratios

 

 

     For a Share Outstanding Throughout Each Year  
     2020    2019    2018    2017      2016  

Net Asset Value,

              

Beginning of Year

     $ 12.50         $ 13.69         $ 13.37         $ 13.11         $ 13.35   
  

 

 

 

  

 

 

 

  

 

 

 

  

 

 

    

 

 

 

Income from Operations:

              

Net Investment Income(1)

     0.08         0.22        0.07        0.07         0.06   

Net Realized and Unrealized Gain (Loss)

     (0.58)        0.39        1.35        1.56         0.55   
  

 

 

 

  

 

 

 

  

 

 

 

  

 

 

    

 

 

 

Total from Operations

     (0.50)        0.61        1.42        1.63         0.61   
  

 

 

 

  

 

 

 

  

 

 

 

  

 

 

    

 

 

 

Dividends and Distributions:

              

Net Investment Income

     (0.10)        (0.20)        (0.07)        (0.08)        (0.07)  

Net Realized Gain

     (0.44)        (1.60)        (1.03)        (1.29)        (0.78)  
  

 

 

 

  

 

 

 

  

 

 

 

  

 

 

    

 

 

 

Total Dividends and Distributions

     (0.54)        (1.80)        (1.10)        (1.37)        (0.85)  
  

 

 

 

  

 

 

 

  

 

 

 

  

 

 

    

 

 

 

Redemption Fees

     0.00(2)        0.00(2)        0.00(2)        0.00         0.00   
  

 

 

 

  

 

 

 

  

 

 

 

  

 

 

    

 

 

 

Net Asset Value, End of Year

     $ 11.46         $ 12.50         $ 13.69         $ 13.37         $ 13.11   
  

 

 

 

  

 

 

 

  

 

 

 

  

 

 

    

 

 

 

Total Return

     (4.25%)        6.38%        11.03%        13.32%        4.88%  
  

 

 

 

  

 

 

 

  

 

 

 

  

 

 

    

 

 

 

Ratios and Supplemental Data:

              

Net Assets, End of Year (Thousands)

     $ 30,593        $ 35,956        $ 41,099        $ 40,234        $ 41,584  

Ratio of Expenses to Average Net Assets(3)

     1.20%        1.20%        1.20%        1.20%        1.50%  

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

     1.88%        1.74%        1.68%        1.63%        1.62%  

Ratio of Net Investment Income to Average Net Assets

     0.70%        1.78%        0.54%        0.56%        0.49%  

Portfolio Turnover Rate

     64%        46%        60%        40%        66%  

 

Returns shown do not reflect the deduction of taxes that a shareholder would pay on Portfolio distributions or the redemption of Portfolio shares. Had the Adviser not waived a portion of its expenses, total return would have been lower.

(1)

Per share calculations were performed using average shares.

(2)

Amount was less than $0.01 per share.

(3)

The Ratio of Expenses to Average Net Assets excludes the effect of fees paid indirectly. If these expense offsets were included, the ratio would have been the same as the ratio reported.

 

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

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OCTOBER 31, 2020

    

      

 

 

  NOTES TO THE FINANCIAL STATEMENTS

 

1.

Organization:

The Advisors’ Inner Circle Fund (the “Trust”) is organized as a Massachusetts business trust under an Amended and Restated Agreement and Declaration of Trust dated February 18, 1997. The Trust is registered under the Investment Company Act of 1940, as amended, as an open-end management investment company with 43 portfolios. The financial statements herein are those of the TS&W Equity Portfolio (the “Portfolio”), a diversified portfolio. The TS&W Equity Portfolio seeks maximum long-term total return consistent with reasonable risk to principal, by investing in a diversified portfolio of common stocks of relatively large companies. The Portfolio may change its investment objective without shareholder approval. The financial statements of the remaining portfolios in the Trust are presented separately. The assets of each portfolio of the Trust are segregated, and a shareholder’s interest is limited to the portfolio of the Trust in which shares are held.

 

2.

Significant Accounting Policies:

The following are significant accounting policies, which are consistently followed in the preparation of the financial statements of the Portfolio. The Portfolio is an investment company that applies the accounting and reporting guidance issued in Topic 946 by the U.S. Financial Accounting Standards Board (“FASB”).

Use of Estimates — The preparation of financial statements in conformity with U.S. generally accepted accounting principles (“U.S. GAAP”) requires management to make estimates and assumptions that affect the fair value of assets, the reported amounts 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 domestic) on which they are traded, or, if there is no such reported sale, at the most recent quoted bid price. For securities traded on NASDAQ, the NASDAQ Official Closing Price will be used.

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

 

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THE ADVISORS’ INNER CIRCLE FUND   

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OCTOBER 31, 2020

    

      

 

through a fair value pricing 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.

As of October 31, 2020, there were no securities valued in accordance with fair value procedures.

In accordance with the authoritative guidance on fair value measurements and disclosure under U.S. GAAP, the Portfolio discloses the fair value of its investments in a hierarchy that prioritizes the inputs to valuation techniques used to measure the fair value. The objective of a fair value measurement is to determine the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (an exit price). Accordingly, the fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy are described below:

Level 1 — Unadjusted quoted prices in active markets for identical, unrestricted assets or liabilities that the Portfolio has the ability to access at the measurement date;

Level 2 — Other significant observable inputs (includes quoted prices for similar securities, interest rates, prepayment speeds, credit risk, referenced indices, quoted prices in inactive markets, adjusted quoted prices in active markets, adjusted quoted prices on foreign equity securities that were adjusted in accordance with pricing procedures approved by the Board, etc.); and

Level 3 — Prices, inputs or exotic modeling techniques which are both significant to the fair value measurement and unobservable (supported by little or no market activity).

The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities.

 

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THE ADVISORS’ INNER CIRCLE FUND   

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OCTOBER 31, 2020

    

      

 

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, 2020, there have been no significant changes to the Portfolio’s fair valuation methodology.

Federal Income Taxes — It is the Portfolio’s intention to continue to qualify as a regulated investment company for Federal income tax purposes by complying with the appropriate provisions of Subchapter M of the Internal Revenue Code of 1986, as amended. Accordingly, no provisions for Federal income taxes have been made in the financial statements.

The Portfolio evaluates tax positions taken or expected to be taken in the course of preparing the Portfolio’s tax returns to determine whether it is “more-likely-than-not” (i.e., greater than 50-percent) that each tax position will be sustained upon examination by a taxing authority based on the technical merits of the position. Tax positions not deemed to meet the more-likely-than-not threshold are recorded as a tax benefit or expense in the current year. The Portfolio did not record any tax provision in the current period. However, management’s conclusions regarding tax positions taken may be subject to review and adjustment at a later date based on factors including, but not limited to, examination by tax authorities (i.e., the last 3 open tax year ends and the current tax year, as applicable), on-going analysis of and changes to tax laws, regulations and interpretations thereof.

As of and during the year ended October 31, 2020, the Portfolio did not have a liability for any unrecognized tax benefits. The Portfolio recognizes interest and penalties, if any, related to unrecognized tax benefits as income tax expense in the Statement of Operations. During the year the Portfolio did not incur any interest or penalties.

Security Transactions and Investment Income — Security transactions are accounted for on trade date, the date the trade was executed. Costs used in determining realized gains and losses on the sale of investment securities are based on the specific identification method. Dividend income is recorded on the ex-dividend date. Interest income is recognized on the accrual basis from settlement date.

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

 

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THE ADVISORS’ INNER CIRCLE FUND   

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OCTOBER 31, 2020

    

      

 

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

Investments in Real Estate Investment Trusts (“REITs”) — With respect to the Portfolio, dividend income is recorded based on the income included in distributions received from the REIT investments using published REIT reclassifications including some management estimates when actual amounts are not available. Distributions received in excess of 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.

Redemption Fees — The Portfolio retains a redemption fee of 1.00% on redemptions of capital shares held for less than 60 days. For the years ended October 31, 2020 and 2019 the Portfolio retained fees of $2,163 and $2,138, respectively.

 

3.

Transactions with Affiliates:

Certain officers of the Trust are also employees of SEI Investments Global Funds Services (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.

A portion of the services provided by the CCO and his staff, whom are employees of the Administrator, are paid for by the Trust as incurred. The services include regulatory oversight of the Trust’s advisers 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, Shareholder Servicing, Distribution, Transfer Agent and Custodian Agreements:

The Portfolio and the Administrator, a wholly-owned subsidiary of SEI Investments Company, are parties to an Administration Agreement under which the Administrator provides administrative services to the Portfolio. 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 Portfolio. For the year ended October 31, 2020, the Portfolio paid $125,344 for these services.

 

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THE ADVISORS’ INNER CIRCLE FUND   

TS&W EQUITY PORTFOLIO

OCTOBER 31, 2020

    

      

 

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

The Portfolio has adopted a shareholder servicing plan under which a shareholder servicing fee will be paid to financial intermediaries. Certain brokers, dealers, banks, trust companies and other financial representatives received compensation from the Portfolio for providing a variety of services, including record keeping and transaction processing. Such fees were based on the assets of the Portfolio that were serviced by the financial representative. Such fees are paid by the Portfolio to the extent that the number of accounts serviced by the financial representative multiplied by the account fee charged by the Portfolio’s transfer agent would not exceed the amount that would have been charged had the accounts serviced by the financial representative been serviced directly through the transfer agent. All fees in excess of this amount are paid by the Adviser, an affiliate of Old Mutual (US) Holdings, Inc. These fees are disclosed on the Statement of Operations as “Shareholder Servicing Fees”.

DST Systems, Inc. (the “Transfer Agent”) serves as the transfer agent and dividend disbursing agent for the Portfolio under a transfer agency agreement.

The Portfolio earned cash management credits of $159 which are used to offset transfer agent expenses. These amounts are labeled as “Fees Paid Indirectly” on the Statement of Operations.

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

 

5.

Investment Advisory Agreement:

Under the terms of an investment advisory agreement, Thompson, Siegel & Walmsley LLC, (the “Adviser”), an affiliate of Old Mutual (U.S.) Holdings Inc., provides investment advisory services to the Portfolio at a fee calculated at an annual rate of 0.75% of the average daily net assets for the Portfolio.

The Adviser has voluntarily agreed to waive a portion of its advisory fees and to assume expenses, if necessary, in order to keep the Portfolio’s total annual operating expenses from exceeding 1.20%, of the average daily net assets of the Portfolio. Refer to waiver of investment advisory fees on the Statement of Operations for fees waived for the year ended October 31, 2020. The Adviser does not have the ability to recapture previously waived fees or reimbursed expenses.

 

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THE ADVISORS’ INNER CIRCLE FUND   

TS&W EQUITY PORTFOLIO

OCTOBER 31, 2020

    

      

 

6.

Investment Transactions:

For the year ended October 31, 2020, the Portfolio made purchases of $19,272,018 and sales of $22,003,209 of investment securities other than long-term U.S. Government and short-term securities. There were no purchases or sales of long-term U.S. Government securities.

 

7.

Federal Tax Information:

The amount and character of income and capital gain distributions to be paid, if any, are determined in accordance with Federal income tax regulations, which may differ from U.S. GAAP.

As a result, net investment income (loss) and net realized gain (loss) on investment transactions for a reporting period may differ significantly from distributions during the year. The book/tax differences may be temporary or permanent. During the year ended October 31, 2020, the Portfolio had no permanent differences.

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

 

     Ordinary
  Income  
     Long-Term
Capital Gain
     Total  

    2020

   $     280,034        $ 1,257,667      $  1,537,701  

    2019

     618,804        4,668,260        5,287,064  

As of October 31, 2020, the components of distributable earnings on a tax basis were as follows:

 

Undistributed Ordinary Income

   $ 25,201  

Undistributed Long-Term Capital Gain

     1,548,258  

Unrealized Appreciation

     2,060,320  

Other Temporary Differences

     (5 )   
  

 

 

 

Total Distributable Earnings

   $     3,633,774  
  

 

 

 

For Federal income tax purposes, the difference between Federal tax cost and book cost, if any, primarily relates to wash sales.

 

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THE ADVISORS’ INNER CIRCLE FUND   

TS&W EQUITY PORTFOLIO

OCTOBER 31, 2020

    

      

 

The Federal tax cost and aggregate gross unrealized appreciation and (depreciation) for the investments held by the Portfolio at October 31, 2020 were as follows:

 

Federal

    Tax Cost    

     Aggregate
Gross
Unrealized
 Appreciation 
     Aggregate
Gross
Unrealized
Depreciation 
   Net
Unrealized
 Appreciation 
$28,790,390      $3,242,668      $(1,182,348)    $2,060,320

 

8.

Concentration/Risks:

Equity Risk - Since it purchases equity securities, the Portfolio is subject to the risk that stock prices may fall over short or extended periods of time. Historically, the equity markets have moved in cycles, and the value of the Portfolio’s equity securities may fluctuate drastically from day-to-day. Individual companies may report poor results or be negatively affected by industry and/or economic trends and developments. The prices of securities issued by such companies may suffer a decline in response. These factors contribute to price volatility, which is the principal risk of investing in the Portfolio.

Foreign Company Risk - Investing in foreign companies poses additional risks since political and economic events unique to a country or region will affect those markets and their issuers. These risks will not necessarily affect the U.S. economy or similar issuers located in the United States. In addition, investments in foreign companies generally are denominated in a foreign currency. Securities of foreign companies may not be registered with the U.S. Securities and Exchange Commission (the “SEC”) and foreign companies are generally not subject to the regulatory controls imposed on U.S. issuers and, as a consequence, there is generally less publicly available information about foreign securities than is available about domestic securities. Income from foreign securities owned by the Portfolio may be reduced by a withholding tax at the source, which tax would reduce income received from the securities comprising the portfolio. The Portfolio may also be subject to taxes on trading profits or on transfers of securities in some countries. Foreign securities may also be more difficult to value than securities of U.S. issuers. While ADRs provide an alternative to directly purchasing the underlying foreign securities in their respective national markets and currencies, investments in ADRs continue to be subject to many of the risks associated with investing directly in foreign securities.

 

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THE ADVISORS’ INNER CIRCLE FUND   

TS&W EQUITY PORTFOLIO

OCTOBER 31, 2020

    

      

 

Market Risk - The risk that the market value of an investment may move up and down, sometimes rapidly and unpredictably. Markets for securities in which the Fund invests may decline significantly in response to adverse issuer, political, regulatory, market, economic or other developments that may cause broad changes in market value, public perceptions concerning these developments, and adverse investor sentiment or publicity. Similarly, the impact of any epidemic, pandemic or natural disaster, or widespread fear that such events may occur, could negatively affect the global economy, as well as the economies of individual countries, the financial performance of individual companies and sectors, and the markets in general in significant and unforeseen ways. Any such impact could adversely affect the prices and liquidity of the securities and other instruments in which the Fund invests, which in turn could negatively impact the Fund’s performance and cause losses on your investment in the Fund.

 

9.

Other:

At October 31, 2020, the percentage of total shares outstanding held by a limited number of shareholders for the Portfolio, which were comprised of omnibus accounts that were held on behalf of several individual shareholders was as follows:

 

No. of

Shareholders

   %
Ownership

1

   81%

In the normal course of business, the Portfolio enters into contracts that provide general indemnifications. The Portfolio’s maximum exposure under these arrangements is dependent on future claims that may be made against the Portfolio and, therefore, cannot be established; however, based on experience, the risk of loss from such claims is considered remote.

 

10.

New Accounting Pronouncement:

In August 2018, The FASB issued Accounting Standards Update 2018-13, Fair Value Measurement (Topic 820). The new guidance includes additions and modifications to disclosures requirements for fair value measurements. For public entities, the amendments are effective for financial statements issued for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years. The Portfolio early adopted this guidance as of November 1, 2019. The adoption of this guidance did not have a material impact on the financial statements.

 

11.

Subsequent Events:

The Portfolio has evaluated the need for additional disclosures and/or adjustments resulting from subsequent events through the date the financial statements were issued. Based on this evaluation, no adjustments were required for the financial statements.

 

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THE ADVISORS’ INNER CIRCLE FUND   

TS&W EQUITY PORTFOLIO

    

    

      

 

 

  REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

To the Board of Trustees of The Advisors’ Inner Circle Fund

and the Shareholders of TS&W Equity Portfolio

Opinion on the Financial Statements

We have audited the accompanying statement of assets and liabilities of TS&W Equity Portfolio, a series of shares of beneficial interest in The Advisors’ Inner Circle Fund (the “Portfolio”), including the schedule of investments, as of October 31, 2020, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the years in the two-year period then ended and the financial highlights for each of the years in the five-year period then ended, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Portfolio as of October 31, 2020, and the results of its operations for the year then ended, the changes in its net assets for each of the years in the two-year period then ended and its financial highlights for each of the years in the five-year period then ended, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements are the responsibility of the Portfolio’s management. Our responsibility is to express an opinion on the Portfolio’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Portfolio in accordance with the U.S. federal securities law and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Portfolio is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Portfolio’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risk of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of October 31, 2020 by correspondence with the custodian and by other appropriate auditing procedures where replies from brokers were not received. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

 

LOGO

BBD, LLP

We have served as the auditor of one or more of the Funds in The Advisors’ Inner Circle Fund since 2013.

Philadelphia, Pennsylvania

December 21, 2020

 

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  DISCLOSURE OF PORTFOLIO EXPENSES (Unaudited)

 

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

Operating expenses such as these are deducted from a mutual fund’s gross income and directly reduce your final investment return. These expenses are expressed as a percentage of the mutual fund’s average net assets; this percentage is known as the mutual fund’s expense ratio.

The following examples use the expense ratio and are intended to help you understand the ongoing costs (in dollars) of investing in your Portfolio and to compare these costs with those of other mutual funds. The examples are based on an investment of $1,000 made at the beginning of the period shown and held for the entire period (May 1, 2020 to October 31, 2020).

The table on the next page illustrates your Portfolio’s costs in two ways:

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

You can use this information, together with the actual amount you invested in the Portfolio, to estimate the expenses you paid over that period. Simply divide your actual account value by $1,000 to arrive at a ratio (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply that ratio by the number shown under “Expenses Paid During Period.”

Hypothetical 5% Return. This section helps you compare your Portfolio’s costs with those of other mutual funds. It assumes that the Portfolio had an annual 5% return before expenses during the period, but that the expense ratio (Column 3) for the period is unchanged. This example is useful in making comparisons because the Securities and Exchange Commission requires all mutual funds to make this 5% calculation. You can assess your Portfolio’s/Fund’s comparative cost by comparing the hypothetical result for your Portfolio in the “Expense Paid During Period” column with those that appear in the same charts in the shareholder reports for other mutual funds.

 

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THE ADVISORS’ INNER CIRCLE FUND   

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  DISCLOSURE OF PORTFOLIO EXPENSES (Unaudited)

 

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

 

    

Beginning

Account Value

5/1/20

 

Ending

Account Value

10/31/20

 

Annualized

Expense Ratios

 

Expenses Paid

During Period*

TS&W Equity Portfolio

                                

Actual Fund Return

        

Institutional Shares

     $1,000.00           $1,072.80           1.20 %          $6.25      

Hypothetical 5% Return

        

Institutional Shares

     1,000.00       1,019.10       1.20       6.09  

* Expenses are equal to the Portfolio’s annualized expense ratio multiplied by the average account value over the period, multiplied by 184/366 (to reflect one-half year period).

 

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THE ADVISORS’ INNER CIRCLE FUND   

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  LIQUIDITY RISK MANAGEMENT PROGRAM (Unaudited)

 

Pursuant to Rule 22e-4 under the 1940 Act, the Fund’s investment adviser has adopted, and the Board has approved, a liquidity risk management program (the “Program”) to govern the Fund’s approach to managing liquidity risk. The Program is overseen by the Fund’s Liquidity Risk Management Program Administrator (the “Program Administrator”), and the Program’s principal objectives include assessing, managing and periodically reviewing the Fund’s liquidity risk, based on factors specific to the circumstances of the Fund.

At a meeting of the Board held on May 19, 2020, the Trustees received a report from the Program Administrator addressing the operations of the Program and assessing its adequacy and effectiveness of implementation. The Board acknowledged that (i) the report covered the period from June 1, 2019 through December 31, 2019 and thus did not cover the recent period of market volatility, and (ii) the Board held a call with the Trust’s officers on March 25, 2020 where the officers discussed the operations and effectiveness of the Program during the then-current market volatility. The Board requested that the Program Administrator provide an update of the operation of the Program during the then-current market volatility at its next meeting. The Program Administrator’s report noted that the Program Administrator had determined that the Program is reasonably designed to assess and manage the Fund’s liquidity risk and has operated adequately and effectively to manage the Fund’s liquidity risk since the Program was implemented on June 1, 2019. The Program Administrator’s report noted that during the period covered by the report, there were no liquidity events that impacted the Fund or its ability to timely meet redemptions without dilution to existing shareholders. The Program Administrator’s report further noted that no material changes have been made to the Program since its implementation.

There can be no assurance that the Program will achieve its objectives in the future. Please refer to the prospectus for more information regarding the Fund’s exposure to liquidity risk and other principal risks to which an investment in the Fund may be subject.

 

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OCTOBER 31, 2020

    

      

 

 

  TRUSTEES AND OFFICERS OF THE ADVISORS’ INNER CIRCLE FUND (Unaudited)

 

Set forth below are the names, years of birth, positions 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. Unless otherwise noted, the business address of each Trustee is SEI Investments Company, One Freedom Valley Drive, Oaks, Pennsylvania 19456. Trustees who are deemed not to be “interested persons” of the Trust are referred to as “Independent Trustees.” Messrs. Nesher and Klauder

 

Name and Year of Birth   

Position with Trust and

Length of Time Served1

  

Principal

Occupation

in the Past Five Years

INTERESTED TRUSTEES 3,4

Robert Nesher

(Born: 1946)

  

Chairman of the Board of

Trustees

(Since 1991)

   SEI employee 1974 to present; currently performs various services on behalf of SEI Investments for which Mr. Nesher is compensated. President, Chief Executive Officer and Trustee of SEI Daily Income Trust, SEI Tax Exempt Trust, SEI Institutional Managed Trust, SEI Institutional International Trust, SEI Institutional Investments Trust, SEI Asset Allocation Trust, Adviser Managed Trust, New Covenant Funds, SEI Insurance Products Trust and SEI Catholic Values Trust. President and Director of SEI Structured Credit Fund, LP. Vice Chairman of O’Connor EQUUS (closed-end investment company) to 2016. President, Chief Executive Officer and Trustee of SEI Liquid Asset Trust to 2016. Vice Chairman of Winton Series Trust to 2017. Vice Chairman of Winton Diversified Opportunities Fund (closed-end investment company), The Advisors’ Inner Circle Fund III, Gallery Trust, Schroder Series Trust and Schroder Global Series Trust to 2018.

N. Jeffrey Klauder

(Born: 1952)

  

Trustee

(Since 2018)

  

Senior Advisor of SEI Investments since 2018. Executive Vice President and General Counsel of SEI Investments, 2004 to 2018.

 

INDEPENDENT TRUSTEES4

 

Joseph T. Grause, Jr.

(Born: 1952)

  

Trustee

(Since 2011)

Lead Independent Trustee

(Since 2018)

   Self-Employed Consultant since 2012. Director of Endowments and Foundations, Morningstar Investment Management, Morningstar, Inc., 2010 to 2011. Director of International Consulting and Chief Executive Officer of Morningstar Associates Europe Limited, Morningstar, Inc., 2007 to 2010. Country Manager Morningstar UK Limited, Morningstar, Inc., 2005 to 2007.

 

1

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.

2

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.

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

Trustees oversee 43 funds in The Advisors’ Inner Circle Fund.

 

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OCTOBER 31, 2020

    

      

 

are Trustees who may be 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 1-866-4TSW-FUN. The following chart lists Trustees and Officers as of October 31, 2020.

Other Directorships

Held in the Past Five Years2

 

 

 

Current Directorships: Trustee of The Advisors’ Inner Circle Fund II, Bishop Street Funds, The KP Funds, Frost Family of Funds, SEI Daily Income Trust, SEI Institutional International Trust, SEI Institutional Investments Trust, SEI Institutional Managed Trust, SEI Asset Allocation Trust, SEI Tax Exempt Trust, Adviser Managed Trust, New Covenant Funds, SEI Insurance Products Trust and SEI Catholic Values Trust. Director of SEI Structured Credit Fund, LP, 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: Trustee of SEI Liquid Asset Trust to 2016.

 

 

Current Directorships: Trustee of The Advisors’ Inner Circle Fund II, Bishop Street Funds and The KP Funds. Director of SEI Private Trust Company, SEI Global Fund Services Ltd., SEI Investments Global Limited, SEI Global Master Fund, SEI Global Investments Fund and SEI Global Assets Fund.

Former Directorships: Trustee of SEI Investments Management Corporation, SEI Trust Company, SEI Investments (South Africa), Limited and SEI Investments (Canada) Company to 2018.

 

 

 

Current Directorships: Trustee of The Advisors’ Inner Circle Fund II, Bishop Street Funds, The KP Funds and Frost Family of Funds. Director of RQSI GAA Systematic Global Macro Fund, Ltd.

Former Directorships: Director of The Korea Fund, Inc. to 2019.

 

 

 

26


THE ADVISORS’ INNER CIRCLE FUND   

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  TRUSTEES AND OFFICERS OF THE ADVISORS’ INNER CIRCLE FUND (Unaudited)

 

 

Name and

Year of Birth

  

Position

with the Trust

and Length of

Time Served1

  

Principal

Occupation

During the Past Five Years

INDEPENDENT TRUSTEES

(continued)3

         

Mitchell A. Johnson

(Born: 1942)

 

  

Trustee

(Since 2005)

   Retired. Private Investor since 1994.

Betty L. Krikorian

(Born: 1943)

  

Trustee

(Since 2005)

   Vice President, Compliance, AARP Financial Inc., from 2008 to 2010. Self-Employed Legal and Financial Services Consultant since 2003. Counsel (in-house) for State Street Bank from 1995 to 2003.

Robert Mulhall

(Born: 1958)

 

  

Trustee

(Since 2019)

   Partner, Ernst & Young LLP, from 1998 to 2018.

Bruce R. Speca

(Born: 1956)

  

Trustee

(Since 2011)

   Global Head of Asset Allocation, Manulife Asset Management (subsidiary of Manulife Financial), 2010 to 2011. Executive Vice President - Investment Management Services, John Hancock Financial Services (subsidiary of Manulife Financial), 2003 to 2010.

George J. Sullivan, Jr.

(Born: 1942)

 

  

Trustee

(Since 1999)

   Retired since 2012. Self-Employed Consultant, Newfound Consultants Inc., 1997 to 2011.

Mitchell A. Johnson

(Born: 1942)

 

  

Trustee

(Since 2005)

   Retired. Private Investor since 1994.

OFFICERS

 

         

Michael Beattie

(Born: 1965)

  

President

(Since 2011)

   Director of Client Service, SEI Investments Company, since 2004.

 

1

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.

2

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.

3

Trustees oversee 43 funds in The Advisors’ Inner Circle Fund.

 

27


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Other Directorships

Held in the Past Five Years2

 

 

 

Current Directorships: Trustee of The Advisors’ Inner Circle Fund II, Bishop Street Funds, The KP Funds, SEI Asset Allocation Trust, SEI Daily Income Trust, SEI Institutional International Trust, SEI Institutional Managed Trust, SEI Institutional Investments Trust, SEI Tax Exempt Trust, Adviser Managed Trust, New Covenant Funds, SEI Insurance Products Trust and SEI Catholic Values Trust. Director of Federal Agricultural Mortgage Corporation (Farmer Mac) since 1997 and RQSI GAA Systematic Global Macro Fund, Ltd.

Former Directorships: Trustee of SEI Liquid Asset Trust to 2016.

 

Current Directorships: Trustee of The Advisors’ Inner Circle Fund II, Bishop Street Funds and The KP Funds. Director of RQSI GAA Systematic Global Macro Fund, Ltd.

 

 

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

Former Directorships: Trustee of Villanova University Alumni Board of Directors to 2018.

 

Current Directorships: Trustee of The Advisors’ Inner Circle Fund II, Bishop Street Funds, The KP Funds and Frost Family of Funds. Director of Stone Harbor Investments Funds (8 Portfolios), Stone Harbor Emerging Markets Income Fund (closed-end fund) and Stone Harbor Emerging Markets Total Income Fund (closed-end fund). Director of RQSI GAA Systematic Global Macro Fund, Ltd.

 

 

Current Directorships: Trustee/Director of The Advisors’ Inner Circle Fund II, Bishop Street Funds, The KP Funds, SEI Structured Credit Fund, LP, SEI Daily Income Trust, SEI Institutional International Trust, SEI Institutional Investments Trust, SEI Institutional Managed Trust, SEI Asset Allocation Trust, SEI Tax Exempt Trust, Adviser Managed Trust, New Covenant Funds, SEI Insurance Products Trust and SEI Catholic Values Trust. Director of RQSI GAA Systematic Global Macro Fund, Ltd.

Former Directorships: Trustee of SEI Liquid Asset Trust to 2016. Trustee/ Director of State Street Navigator Securities Lending Trust to 2017. Member of the independent review committee for SEI’s Canadian-registered mutual funds to 2017.

 

Current Directorships: Trustee of The Advisors’ Inner Circle Fund II, Bishop Street Funds, The KP Funds, SEI Asset Allocation Trust, SEI Daily Income Trust, SEI Institutional International Trust, SEI Institutional Managed Trust, SEI Institutional Investments Trust, SEI Tax Exempt Trust, Adviser Managed Trust, New Covenant Funds, SEI Insurance Products Trust and SEI Catholic Values Trust. Director of Federal Agricultural Mortgage Corporation (Farmer Mac) since 1997.

Former Directorships: Trustee of SEI Liquid Asset Trust to 2016.

 

 

 

None.

 

 

 

28


THE ADVISORS’ INNER CIRCLE FUND   

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 TRUSTEES AND OFFICERS OF THE ADVISORS’ INNER CIRCLE FUND (Unaudited)

 

 

Name and Year of Birth  

Position

with Trust

and Length of

Time Served

 

Principal

Occupation

During the Past Five Years

OFFICERS (continued)

James Bernstein

(Born: 1962)

 

Vice President and Assistant

Secretary

(Since 2017)

 

Attorney, SEI Investments, since 2017.

 

Prior Positions: Self-employed consultant, 2017. Associate General Counsel & Vice President, Nationwide Funds Group and Nationwide Mutual Insurance Company, from 2002 to 2016. Assistant General Counsel & Vice President, Market Street Funds and Provident Mutual Insurance Company, from 1999 to 2002.

John Bourgeois

(Born: 1973)

 

Assistant Treasurer

(Since 2017)

  Fund Accounting Manager, SEI Investments, since 2000.

Stephen Connors

(Born: 1984)

 

Treasurer, Controller and

Chief Financial Officer

(Since 2015)

  Director, SEI Investments, Fund Accounting since 2014. Audit Manager, Deloitte & Touche LLP, from 2011 to 2014.

Russell Emery

(Born: 1962)

 

Chief Compliance Officer

(Since 2006)

  Chief Compliance Officer of SEI Structured Credit Fund, LP since 2007. Chief Compliance Officer of The Advisors’ Inner Circle Fund, The Advisors’ Inner Circle Fund II, Bishop Street Funds, The KP Funds, Frost Family of Funds, The Advisors’ Inner Circle Fund III, Gallery Trust, Schroder Series Trust, Schroder Global Series Trust, SEI Institutional Managed Trust, SEI Asset Allocation Trust, SEI Institutional International Trust, SEI Institutional Investments Trust, SEI Daily Income Trust, SEI Tax Exempt Trust, Adviser Managed Trust, New Covenant Funds, SEI Insurance Products Trust and SEI Catholic Values Trust. Chief Compliance Officer of O’Connor EQUUS (closed-end investment company) to 2016. Chief Compliance Officer of SEI Liquid Asset Trust to 2016. Chief Compliance Officer of Winton Series Trust to 2017. Chief Compliance Officer of Winton Diversified Opportunities Fund (closed-end investment company) to 2018.

Eric C. Griffith

(Born: 1969)

 

Vice President and Assistant

Secretary

(Since 2019)

  Counsel at SEI Investments since 2019. Vice President and Assistant General Counsel, JPMorgan Chase & Co., from 2012 to 2018.

Matthew M. Maher

(Born: 1975)

 

Vice President and Assistant

Secretary

(Since 2018)

 

 

Counsel at SEI Investments since 2018. Attorney, Blank Rome LLP, from 2015 to 2018. Assistant Counsel & Vice President, Bank of New York Mellon, from 2013 to 2014. Attorney, Dilworth Paxson LLP, from 2006 to 2013.

 

Robert Morrow

(Born: 1968)

 

Vice President

(Since 2017)

  Account Manager, SEI Investments, since 2007.

Bridget E. Sudall

(Born: 1980)

 

Anti-Money Laundering

Compliance Officer and

Privacy Officer

(Since 2017)

 

 

Senior Associate and AML Officer, Morgan Stanley Alternative Investment Partners, from 2011 to 2015. Investor Services Team Lead, Morgan Stanley Alternative Investment Partners, from 2007 to 2011.

 

 

29


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Other Directorships

Held in the Past Five Years

  
None.
 
None.
 
None.
 
None.
 
None.
 
None.
 
None.
 
None.
 

 

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THE ADVISORS’ INNER CIRCLE FUND   

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  NOTICE TO SHAREHOLDERS (Unaudited)

 

Federal Income Tax Information

At October 31, 2020, the TS&W Equity Portfolio hereby designates $280,034 as ordinary income dividends. The TS&W Equity Portfolio designates $280,034 as corporate dividends received deduction. In addition, the TS&W Equity Portfolio designated $1,257,667 as long-term capital gain distributions for the purpose of the dividend paid deduction on its Federal income tax return. The TS&W Equity Portfolio designates $0 as Business Income Deduction.

As created by the Jobs and Growth Tax Relief Reconciliation Act of 2003, the amount of dividend income that qualifies as “Qualifying Dividend Income” is $280,034 for the TS&W Equity Portfolio. It is the intention for the Portfolio to designate the maximum amount permitted by law.

As created by the American Jobs Creation Act of 2004, “Qualified Interest Income” represents the amount of qualifying interest that is exempt from U.S. Withholding tax when paid to foreign investors. TS&W Equity Portfolio hereby designates $0 as qualified interest income.

As created by the American Jobs Creation Act of 2004, “Short-Term Capital Gain Dividends” represents the amount of short-term capital gain distributions that is exempt from U.S withholding tax when paid to foreign investors. The TS&W Equity Portfolio hereby designates $0 as short term capital gain dividends.

U.S. Government Interest represents the amount of interest that was derived from direct U.S. Government obligations and distributed during the fiscal year. This amount is reflected as a percentage of ordinary income. Generally, interest from direct U.S. Government obligations is exempt from state income tax. However, for shareholders of the Portfolio who are residents of California, Connecticut and New York, the statutory threshold requirements were not satisfied to permit exemption of these amounts for state income. The TS&W Equity Portfolio hereby designates $0 as U.S. government interest.

The information reported herein may differ from the information and distributions taxable to the shareholders for the calendar year ending December 31, 2020. Complete information will be computed and reported in conjunction with your Form 1099-DIV.

 

31


 

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TS&W Equity Portfolio

P.O. Box 219009

Kansas City, MO 64121

1-866-4TSW-FUN

Adviser:

Thompson, Siegel & Walmsley LLC

6806 Paragon Place, Suite 300

Richmond, VA 23230

Distributor:

SEI Investments Distribution Co.

One Freedom Valley Drive

Oaks, PA 19456

Administrator:

SEI Investments Global Funds Services

One Freedom Valley Drive

Oaks, PA 19456

Legal Counsel:

Morgan, Lewis & Bockius LLP

1701 Market Street

Philadelphia, PA 19103

This information must be preceded or accompanied by a

current prospectus for the Portfolio described.


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. There have been no amendments to or waivers granted to this code of ethics during the period covered by this report.

 

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 George Sullivan and Robert Mulhall, and each whom is considered to be “independent,” as that term is defined in Form N-CSR Item 3(a)(2).

 

Item 4.

Principal Accountant Fees and Services.

Fees billed by PricewaterhouseCoopers LLP (“PwC”) relate to The Advisors’ Inner Circle Fund (the “Trust”).

PwC billed the Trust aggregate fees for services rendered to the Trust for the last two fiscal years as follows:

 

     2020      2019  
          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(1)    $ 104,400        None        None      $ 104,400        None        None  
(b)    Audit-Related Fees      None        None        None        None        None        None  
(c)    Tax Fees(2)    $ 10,000        None      $ 88,304      $ 6,000        None      $ 57,000  
(d)    All Other Fees      None        None      $ 376,378        None        None      $ 97,500  


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 as follows:

 

     2020      2019  
          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(1)    $ 766,250       None        None      $ 608,176       None        None  
(b)    Audit-Related Fees      None       None        None        None       None        None  
(c)    Tax Fees    $ 970 (4)       None        None      $ 11,559 (3)       None        None  
(d)    All Other Fees      None       None        None        None       None        None  

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

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

 

     2020      2019  
          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(1)    $ 69,500        None        None      $ 68,000        None        None  
(b)    Audit-Related Fees      None        None        None        None        None        None  
(c)    Tax Fees(5)    $ 24,150        None        None        None        None        None  
(d)    All Other Fees      None        None        None        None        None        None  


Fees billed by BBD, LLP (“BBD”) related to the Trust

BBD billed the Trust aggregate fees for services rendered to the Trust for the last two fiscal years as follows:

 

     2020      2019  
          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(1)    $ 95,300        None        None      $ 113,300        None        None  
(b)    Audit-Related Fees      None        None        None        None        None        None  
(c)    Tax Fees      None        None        None        None        None        None  
(d)    All Other Fees      None        None        None        None        None        None  

Notes:

 

  (1)

Audit fees include amounts related to the audit of the Trust’s annual financial statements and services normally provided by the accountant in connection with statutory and regulatory filings.

 

  (2)

Tax compliance services provided to McKee International Equity Portfolio or affiliates of the Funds.

 

  (3)

Tax compliance services for Westwood Emerging Markets Fund.

 

  (4)

Common Reporting Services (“CRS”) tax services for the Sands Capital Global Growth Fund.

 

  (5)

Review and signing of federal and state income tax returns.

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

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

 

  1.

require specific pre-approval;

 

  2.

are included within the list of services that have received the general pre-approval of the Audit Committee pursuant to the Policy; or


  3.

have been previously pre-approved in connection with the independent auditor’s annual engagement letter for the applicable year or otherwise. In any instance where services require pre-approval, the Audit Committee will consider whether such services are consistent with SEC’s rules and whether the provision of such services would impair the auditor’s independence.

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

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

All services to be provided by the independent auditor shall be provided pursuant to a signed written engagement letter with the Registrant, the investment adviser, 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 the Audit Committee’s responsibility to oversee the work of the independent auditor and to assure the auditor’s independence from the Registrant, such as (a) reviewing a formal written statement from the independent auditor delineating all relationships between the independent auditor and the Registrant, and (b) discussing with the independent auditor the independent auditor’s 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):

 

     2020      2019  

Audit-Related Fees

     None        None  

Tax Fees

     None        None  

All Other Fees

     None        None  

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

 

     2020      2019  

Audit-Related Fees

     None        None  

Tax Fees

     None        None  

All Other Fees

     None        None  


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

 

     2020      2019  

Audit-Related Fees

     None        None  

Tax Fees

     None        None  

All Other Fees

     None        None  

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

 

     2020      2019  

Audit-Related Fees

     None        None  

Tax Fees

     None        None  

All Other Fees

     None        None  

(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-ended October 31st were $464,682 and $160,500 for 2020 and 2019, 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 two fiscal-years-ended October 31st were $970 and $11,559 for 2020 and 2019, respectively.

(g) The aggregate non-audit fees and services billed by D&T 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-ended October 31st were $24,150 and $0 for 2020 and 2019, respectively.

(g) The aggregate non-audit fees and services billed by BBD 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-ended October 31st were $0 and $0 for 2020 and 2019, respectively.

(h) During the past fiscal year, all non-audit services provided by the Registrant’s principal accountant to either the Registrant’s investment adviser or to any entity controlling, controlled by, or under common control with the Registrant’s investment adviser that provides ongoing services


to the Registrant were pre-approved by the Audit Committee of Registrant’s Board of Trustees. Included in the Audit Committee’s pre-approval of these non-audit service were 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 to open-end management investment companies. 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 Rule 13a-15(b) or Rule 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 § 270.3a-3(d)) that occurred during 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.

 

Items 12.

Disclosure of Securities Lending Activities for Closed-End Management Investment Companies.

Not applicable to open-end management investment companies.


Items 13.

Exhibits.

(a)(1) A copy of the Registrant’s Code of Ethics, as required by Item 2 of this Form, accompanies this filing as an exhibit.

(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 Act (17 CFR § 270.30a-2(a)), is filed herewith.

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


SIGNATURES

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

 

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

/s/ Michael Beattie

     

Michael Beattie,

President

Date: January 8, 2021      

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, 2021      
By (Signature and Title)*      

/s/ Stephen Connors

      Stephen Connors,
      Treasurer, Controller, and CFO
Date: January 8, 2021      

 

*

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