N-CSR 1 d489146dncsr.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, 2017

Date of reporting period: October 31, 2017

 

 

 


Item 1. Reports to Stockholders.


The Advisors’ Inner Circle Fund

 

ICM Small Company Portfolio   
Annual Report    October 31, 2017

 

LOGO


THE ADVISORS’ INNER CIRCLE FUND    ICM SMALL COMPANY
   PORTFOLIO
   OCTOBER 31, 2017
      

 

TABLE OF CONTENTS

 

 

Shareholders’ Letter

     1  

Schedule of Investments

     7  

Statement of Assets & Liabilities

     12  

Statement of Operations

     13  

Statements of Changes in Net Assets

     14  

Financial Highlights

     15  

Notes to Financial Statements

     16  

Report of Independent Registered Public Accounting Firm

     26  

Disclosure of Portfolio Expenses

     27  

Trustees and Officers of The Advisors’ Inner Circle Fund

     30  

Notice to Shareholders

 

    

 

36

 

 

 

 

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

A description of the policies and procedures that the Portfolio uses to determine how to vote proxies relating to portfolio securities, as well as information relating to how 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 1-866-234-5426; and (ii) on the Commission’s website at http://www.sec.gov.


THE ADVISORS’ INNER CIRCLE FUND    ICM SMALL COMPANY
   PORTFOLIO
   OCTOBER 31, 2017 (Unaudited)
         

 

Dear Shareholders:

As one can see from the table below, domestic equity returns were exceptionally strong in fiscal 2017 across all market cap and style categories. To some degree, these gains can be attributed to the election of President Trump last November, and the expectation that he and the Republican controlled Congress will be able to advance a pro-growth agenda, consisting of corporate tax reform, reduced regulation and major infrastructure spending. The bigger driver of this year’s market strength, however, was the mounting evidence of accelerating economic growth, both in the U.S. and globally. Most importantly, after three years of stagnant earnings, corporate profits have begun to grow again in the U.S at the same time consumer and business confidence are reaching multi-year highs.

From a market perspective, the most important news of the year came from the U.S. Federal Reserve, which indicated that, in addition to increasing the Fed Funds rate, it will soon begin to shrink the multi-trillion dollar balance sheet of bonds that it has accumulated since the beginning of the financial crisis in 2008. The size of the Fed’s balance sheet, of course, is unprecedented, so it is unclear what, if any, impact this will have on the markets in the future. For now, the market has viewed the Fed’s moves positively as a sign of an improved economic outlook and seems content that the Central Bank will move gradually. Of course, this sanguine disposition could change if the long dormant inflation rate begins to pick up.

Unsurprisingly, small cap stocks, as measured by the Russell 2000® Index, outperformed their larger cap peers, as measured by the S&P 500 Index, with a 27.85% return; as these more domestically oriented companies stand to gain the most from a potential reduction in corporate taxes and a reduced regulatory burden. The ICM Small Company Portfolio (the “Fund” or the “Portfolio”) outpaced this result with a 32.07% gain, which also topped the 24.81% advance of its benchmark, the Russell 2000® Value Index (the “Benchmark”).

 

        Total Returns
        1st Fiscal
Qtr
   2nd Fiscal
Qtr
   3rd Fiscal
Qtr
   4th Fiscal
Qtr
   Fiscal Year
    Nov. 1,
2016-
Jan. 31,
2017
   Feb. 1,
2017-
Apr. 30,
2017
   May 1,
2017-
Jul. 31,
2017
   Aug. 1,
2017-
Oct.
31, 2017
   Nov. 1,
2016-
Oct.31,
2017

ICM Small Co. Portfolio*

    18.79%      1.40%    1.16%    8.40%    32.07%

Russell 2000® Value Index

    17.11%      0.98%    0.91%    4.59%    24.81%

Russell 2000® Index

    14.72%      3.18%    2.11%    5.78%    27.85%

Russell 2000® Growth Index

    12.23%      5.57%    3.37%    6.95%    31.00%

S&P 500 Index

    7.76%      5.16%    4.14%    4.76%    23.63%

 

1


THE ADVISORS’ INNER CIRCLE FUND    ICM SMALL COMPANY
   PORTFOLIO
   OCTOBER 31, 2017 (Unaudited)
         

 

 

    Portfolio’s Average Annual Total Returns*
    1 Year
Ended
10/31/17
  5 Year
Ended
10/31/17
  10 Year
Ended
10/31/17
  Since Inception –
4/19/89
Thru 10/31/17
  32.07%   15.89%   8.23%   12.73%

*The returns shown for the ICM Small Company Portfolio are net of all fees and expenses.

Total annual Fund operating expenses are 0.95%.

Periods greater than one year are annualized. Total returns assume reinvestment of all dividends and capital gains.

The performance data quoted represents past performance. Past performance does not guarantee future results. The Russell Indexes and the Standard & Poor’s 500 Index are unmanaged indexes. One cannot invest directly in an index. The Russell Indexes and the S&P 500 Index returns do not reflect any management fees, expenses, or transaction costs. 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 1-866-234-5426.

The Fund’s Technology holdings produced excellent absolute and relative returns this year, gaining 61.4%, which far outpaced the 31.5% return of the benchmark constituents. The strength was broad based but Novanta Inc. was a standout performer, climbing 171.1%. Over the last five years, this underfollowed company has transformed itself from a supplier of laser and associated devices to the cyclical semiconductor equipment industry, to a supplier of high value components to the faster growing healthcare industry. While the Technology sector has been a strong contributor to the Fund’s performance in recent years, with several holdings exceeding our price targets, we have begun to reduce the Fund’s weighting in this sector.

The Financial Services sector, and bank stocks in particular, were also strong performers in fiscal 2017, benefitting from both the increases in the Fed Funds rate, and the prospect of a more favorable regulatory environment under a Trump administration. Given that they generate profits solely from domestic operations, small cap regional banks would also be one of the biggest beneficiaries of the

 

2


THE ADVISORS’ INNER CIRCLE FUND    ICM SMALL COMPANY
   PORTFOLIO
   OCTOBER 31, 2017 (Unaudited)
         

 

Administration’s proposed lower corporate tax rate. Although the Fund was underweight the sector, this was more than offset by the strong outperformance of the Portfolio’s Financial Service holdings, which gained 37.4% versus a 30.9% return for the benchmark peers. This was achieved by strong outperformance of the Fund’s bank stocks, which advanced 38.4% compared to 30.8% for the average small cap bank.

Despite continued rising employment in the U.S., Consumer Discretionary shares lagged this past year with a 19.1% gain. The Fund’s holdings fared much better, climbing 32.3%, which was a significant contributor to overall outperformance of the benchmark. Recreational vehicle manufacturer Winnebago Industries, which gained 76.4%, was a major contributor to this strong performance. New leadership at Winnebago is improving the performance of the company and recently made a well-received acquisition of a leading player in the fast growing towable market. The company also has a U.S. based manufacturing footprint, making it another potential beneficiary of lower corporate tax rates. The Portfolio also benefitted from an above benchmark exposure to the homebuilding subsector, which advanced 67.1% as new homes sales continue to recover from cyclical lows of the past few years.

The only sizeable drag on relative performance this fiscal period came from the underperformance of the Portfolio’s Producer Durables investments, which despite rising 27.9%, failed to keep pace with the 37.6% gain for the benchmark peers. The Fund’s investment in ocean freight carrier Matson, Inc., which declined 30.2%, was the biggest contributor to this shortfall. The weakness in Matson’s shares occurred on news that a new competitor would enter the company’s profitable Hawaii shipping lane and disrupt the current duopoly. We think the risk of a new entrant is overblown and several years away if it occurs at all. We believe with one of the best balance sheets in the industry and an enterprise to EBITDA ratio of just 6.3 times, the shares are a compelling value.

The current economic background is the strongest in several years and should be conducive to further solid corporate profit growth. For the S&P 500, analysts currently forecast earnings growth of 10% in 2017 and another 11% growth in 2018, even before the potential positive impact of any corporate tax rate reduction. Our enthusiasm, however, is tempered by the fact that the market, as defined by the S&P 500 Index, is in our opinion now fully valued, trading at 20 times and 18 times these estimates respectively. As has been the case for several years, small cap stocks trade at even higher multiples of projected earnings. We are aware that markets can overshoot to the upside, but we continue to believe that as the economy enters the later stages of expansion, and the Federal Reserve and other

 

3


THE ADVISORS’ INNER CIRCLE FUND    ICM SMALL COMPANY
   PORTFOLIO
   OCTOBER 31, 2017 (Unaudited)
         

 

central bankers remove exceptionally easy monetary accommodation, valuations should contract such that further market gains would be more muted.

As always, we appreciate your business. Please feel free to contact us with any questions or concerns.

Respectfully,

 

LOGO

William V. Heaphy, CFA

Principal

Investment Counselors of Maryland, LLC

The material represents the manager’s assessment of the portfolio and market environment at a specific point in time and should not be relied upon by the reader as research or investment advice regarding any stock. Neither this material nor any accompanying oral presentation or remarks by a representative is intended to constitute a recommendation of the Fund or a determination of suitability.

Portfolio holdings are subject to change and should not be considered investment advice or a recommendation to buy securities.

There are risks involved with investing in mutual funds, including loss of principal. In addition to the normal risks involved with investing in mutual funds, including loss of principal, investments in smaller companies typically exhibit higher volatility. Current and future holdings are subject to risk.

EBITDA - Earnings before interest, taxes, depreciation and amortization.

Index returns are for illustrative purposes only and do not represent actual fund performance. Index performance returns do not reflect any management fees, transaction costs or expenses. Indexes are unmanaged and one cannot invest directly in an index. Past performance does not guarantee future results.

 

4


THE ADVISORS’ INNER CIRCLE FUND    ICM SMALL COMPANY
   PORTFOLIO
   OCTOBER 31, 2017 (Unaudited)
         

 

Definition of the Comparative Indices

Russell 2000® Value Index is a subset of the Russell 2000® Index that contains those securities with lower price-to-book and price-earnings ratios, higher dividend yields and lower forecasted growth values than the growth universe.

Russell 2000® Index is an unmanaged index comprised of 2,000 stocks of U.S. companies with small market capitalization.

Russell 2000® Growth Index is a subset of the Russell 2000® Index that contains those securities with higher price-to-book ratios and price-earnings ratios, lower dividend yields and higher forecasted growth values than the value universe.

S&P 500 Index is an unmanaged index containing common stocks of 500 industrial, transportation, utility and financial companies, regarded as generally representative of the U.S. stock market. The return per the total return index reflects the reinvestment of income dividends and capital gain distributions, if any, but does not reflect fees, brokerage commissions, or other expenses of investing.

 

5


THE ADVISORS’ INNER CIRCLE FUND    ICM SMALL COMPANY
   PORTFOLIO
   OCTOBER 31, 2017
     (Unaudited)

 

Growth of a $2,500,000 Investment

 

LOGO

* The ICM Small Company Portfolio commenced operations on April 19, 1989.

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

The Portfolio’s performance assumes the reinvestment of dividends and capital gains. Index returns assume reinvestment of dividends and, unlike a portfolio’s returns, do not reflect any fees or expenses. If such fees and expenses were included in the index returns, the performance would have been lower. Please note that one cannot invest directly in an unmanaged index.

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

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

See definition of comparative indices on page 5.

 

6


THE ADVISORS’ INNER CIRCLE FUND    ICM SMALL COMPANY
   PORTFOLIO
   OCTOBER 31, 2017
         

 

  SECTOR WEIGHTINGS (UNAUDITED)†:

 

LOGO

 

Percentages are based on total investments.

 

SCHEDULE OF INVESTMENTS      
COMMON STOCK — 98.7%††      
     Shares      Value  

CONSUMER DISCRETIONARY — 11.0%

     

Bojangles’*

     503,302      $ 6,165,450  

DSW, Cl A

     263,200        5,040,280  

Extended Stay America

     321,600        6,374,112  

FTI Consulting*

     156,811        6,703,670  

Group 1 Automotive

     107,127        8,416,969  

Haverty Furniture

     140,533        3,351,712  

MDC Holdings

     193,922        7,182,871  

Orbotech*

     208,546        9,326,177  

Red Robin Gourmet Burgers*

     128,500        8,789,400  

TRI Pointe Group*

     643,550        11,384,399  

Vista Outdoor*

     256,100        5,355,051  

Winnebago Industries

     127,000        6,242,050  
     

 

 

 
        84,332,141  
     

 

 

 

CONSUMER STAPLES — 0.7%

     

Snyder’s-Lance

     146,932        5,529,051  
     

 

 

 

ENERGY — 2.5%

     

Carrizo Oil & Gas*

     437,929        7,746,964  

Dril-Quip*

     169,100        7,119,110  

Whiting Petroleum*

     704,400        4,233,444  
     

 

 

 
        19,099,518  
     

 

 

 

FINANCIAL SERVICES — 25.3%

     

Ameris Bancorp

     197,291        9,450,239  

Argo Group International Holdings

     120,745        7,600,898  

 

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

 

7


THE ADVISORS’ INNER CIRCLE FUND    ICM SMALL COMPANY
   PORTFOLIO
   OCTOBER 31, 2017
         

 

COMMON STOCK — continued

     
     Shares      Value  

FINANCIAL SERVICES — continued

     

Banc of California

     284,000      $ 5,978,200  

Boston Private Financial Holdings

     379,320        6,031,188  

Bryn Mawr Bank

     216,739        9,504,005  

ConnectOne Bancorp

     346,100        9,292,785  

Eagle Bancorp*

     59,909        3,992,935  

Enterprise Financial Services

     183,274        7,990,746  

First Bancorp

     118,094        4,334,050  

First Merchants

     151,019        6,493,817  

Hanmi Financial

     230,338        7,082,893  

Heritage Financial

     260,631        7,949,246  

HomeStreet*

     301,191        8,749,598  

HomeTrust Bancshares*

     272,656        7,157,220  

MGIC Investment*

     764,400        10,930,920  

Navigators Group

     120,878        7,010,924  

Pinnacle Financial Partners

     84,709        5,607,736  

PRA Group*

     269,200        7,510,680  

Seacoast Banking Corp of Florida*

     315,602        7,823,773  

Simmons First National, Cl A

     187,673        10,828,718  

South State

     96,075        8,651,554  

Sterling Bancorp

     434,300        10,879,215  

Texas Capital Bancshares*

     94,962        8,171,480  

TriCo Bancshares

     188,137        7,792,635  

Union Bankshares

     218,400        7,536,984  
     

 

 

 
        194,352,439  
     

 

 

 

HEALTH CARE — 4.9%

     

AMN Healthcare Services*

     195,100        8,564,890  

ANI Pharmaceuticals*

     24,098        1,399,612  

Bio-Rad Laboratories, Cl A*

     23,637        5,195,176  

CONMED

     124,270        6,489,379  

Ensign Group

     370,270        8,545,832  

Livanova*

     104,300        7,707,770  
     

 

 

 
        37,902,659  
     

 

 

 

INDUSTRIALS — 15.2%

     

Armstrong World Industries*

     187,736        9,593,310  

Atkore International Group*

     407,523        7,869,269  

Dycom Industries*

     98,900        8,686,387  

Federal Signal

     265,600        5,670,560  

Greif, Cl A

     130,400        7,241,112  

ICF International*

     152,964        8,214,167  

Kforce

     412,618        8,644,347  

Knoll

     315,800        6,701,276  

 

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

 

8


THE ADVISORS’ INNER CIRCLE FUND    ICM SMALL COMPANY
   PORTFOLIO
   OCTOBER 31, 2017
         

 

COMMON STOCK — continued

     
     Shares      Value  

INDUSTRIALS — continued

     

Knowles*

     612,400      $ 10,141,344  

Lydall*

     159,396        9,213,089  

Matson

     245,200        6,676,796  

McDermott International*

     1,416,495        9,377,197  

MYR Group*

     213,710        6,815,212  

NCI Building Systems*

     302,300        4,821,685  

SP Plus*

     177,619        6,882,736  
     

 

 

 
              116,548,487  
     

 

 

 

INFORMATION TECHNOLOGY — 6.8%

     

Acxiom*

     284,700        7,163,052  

Mitel Networks*

     1,126,400        9,675,776  

NetScout Systems*

     167,700        4,762,680  

Novanta*

     124,995        5,912,263  

Perficient*

     404,000        7,857,800  

Verint Systems*

     214,300        9,043,460  

Virtusa*

     199,229        7,602,579  
     

 

 

 
        52,017,610  
     

 

 

 

MATERIALS — 1.4%

     

PH Glatfelter

     62,800        1,316,288  

US Concrete*

     123,900        9,688,980  
     

 

 

 
        11,005,268  
     

 

 

 

MATERIALS & PROCESSING — 6.1%

     

Belden CDT

     91,172        7,285,554  

Brady, Cl A

     192,334        7,318,309  

Haynes International

     128,500        4,584,880  

Innophos Holdings

     111,087        5,435,487  

Minerals Technologies

     105,786        7,606,013  

Quanex Building Products

     380,371        8,349,144  

Rogers*

     41,010        6,236,801  
     

 

 

 
        46,816,188  
     

 

 

 

PRODUCER DURABLES — 12.0%

     

Actuant, Cl A

     288,443        7,355,297  

Albany International, Cl A

     151,961        9,170,846  

Allegiant Travel, Cl A

     49,411        6,739,660  

CBIZ*

     415,511        7,042,912  

Compass Diversified Holdings(A)

     410,955        7,047,878  

ESCO Technologies

     108,175        6,268,741  

Granite Construction

     94,630        6,026,985  

Heartland Express

     329,153        7,020,834  

 

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

 

9


THE ADVISORS’ INNER CIRCLE FUND    ICM SMALL COMPANY
   PORTFOLIO
   OCTOBER 31, 2017
         

 

COMMON STOCK — continued

     
     Shares      Value  

PRODUCER DURABLES — continued

     

Kaman

     138,246      $ 7,733,481  

Marten Transport

     308,120        6,054,558  

Methode Electronics

     161,154        7,558,123  

Regal Beloit

     87,356        7,088,939  

Triumph Group

     223,343        6,934,800  
     

 

 

 
        92,043,054  
     

 

 

 

REAL ESTATE — 8.0%

     

Brandywine Realty Trust†

     315,348        5,515,436  

CatchMark Timber Trust, Cl A†

     558,700        7,151,360  

Empire State Realty Trust, Cl A†

     327,375        6,563,869  

First Industrial Realty Trust†

     226,600        6,997,408  

Healthcare Realty Trust†

     224,927        7,251,646  

Jernigan Capital†

     152,200        3,123,144  

Kite Realty Group Trust†

     454,143        8,487,933  

Pebblebrook Hotel Trust†

     243,677        8,689,522  

QTS Realty Trust, Cl A†

     132,500        7,665,125  
     

 

 

 
        61,445,443  
     

 

 

 

TECHNOLOGY — 1.9%

     

FormFactor*

     522,755        9,514,141  

Integrated Device Technology*

     173,560        5,392,509  
     

 

 

 
        14,906,650  
     

 

 

 

UTILITIES — 2.9%

     

El Paso Electric

     102,500        5,893,750  

IDACORP

     82,147        7,559,988  

Spire

     109,050        8,609,498  
     

 

 

 
        22,063,236  
     

 

 

 

TOTAL COMMON STOCK
(Cost $574,370,108)

              758,061,744  
     

 

 

 

    

     

WARRANTS* — 0.0%

     
     Number of
Warrants
     Value  

SAExploration Holdings, Ser A, Expires 08/01/2021(B)

     2,784         

SAExploration Holdings, Ser B, Expires 08/01/2021(B)

     2,784         
     

 

 

 

TOTAL WARRANTS
(Cost $–)

         
     

 

 

 

 

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

 

10


THE ADVISORS’ INNER CIRCLE FUND    ICM SMALL COMPANY
   PORTFOLIO
   OCTOBER 31, 2017
         

 

SHORT-TERM INVESTMENT — 1.3%

     
     Shares      Value  

Dreyfus Treasury Prime Cash Management, Cl A
0.920%,(C)
(Cost $9,973,186)

     9,973,186      $ 9,973,186  
     

 

 

 

TOTAL INVESTMENTS— 100.0%
(Cost $584,343,294)

      $       768,034,930  
     

 

 

 

Percentages are based on Net Assets of $768,329,011.

* Non-income producing security.
Real Estate Investment Trust
†† More narrow industries are utilized for compliance purposes, whereas broad sectors are utilized for reporting purposes.
(A) Security considered to be a Master Limited Partnership. The total value of such security as of October 31, 2017 was $7,047,878 or 0.9% of Net Assets.
(B) Security is fair valued using methods determined in good faith by the Fair Value Committee of the Board of Trustees. The total value of such securities as of October 31, 2017 was $0 and represented 0.0% of net assets.
(C) The rate reported is the 7-day effective yield as of October 31, 2017.

Cl — Class

Ser — Series

Amounts designated as “—”are either not applicable, $0 or have been rounded to $0.

 

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

 

11


THE ADVISORS’ INNER CIRCLE FUND    ICM SMALL COMPANY
   PORTFOLIO
   OCTOBER 31, 2017
         

 

STATEMENT OF ASSETS AND LIABILITIES

  

Assets:

  

Investments at Value (Cost $584,343,294)

   $ 768,034,930  

Receivable for Investment Securities Sold

     1,923,880  

Receivable for Capital Shares Sold

     167,845  

Dividends and Interest Receivable

     141,931  

Prepaid Expenses

     18,635  
  

 

 

 

Total Assets

     770,287,221  
  

 

 

 

Liabilities:

  

Payable for Investment Securities Purchased

     1,082,677  

Payable to Investment Adviser

     454,338  

Shareholder Servicing Fees Payable

     245,482  

Payable for Capital Shares Redeemed

     54,651  

Payable to Administrator

     40,644  

Payable to Trustees

     4,634  

Chief Compliance Officer Fees Payable

     1,967  

Other Accrued Expenses

     73,817  
  

 

 

 

Total Liabilities:

     1,958,210  
  

 

 

 

Net Assets

   $ 768,329,011  
  

 

 

 

Net Assets Consist of:

  

Paid-in Capital

   $ 529,390,591  

Undistributed Net Investment Income

     1,541,832  

Accumulated Net Realized Gain on Investments

     53,704,952  

Net Unrealized Appreciation on Investments

     183,691,636  
  

 

 

 

Net Assets

   $         768,329,011  
  

 

 

 

Institutional Shares:

  

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

     21,927,306  
  

 

 

 

Net Asset Value, Offering and Redemption Price Per Share

   $ 35.04  
  

 

 

 

 

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

 

12


THE ADVISORS’ INNER CIRCLE FUND    ICM SMALL COMPANY
   PORTFOLIO FOR THE
   FOR THE YEAR ENDED
     OCTOBER 31, 2017

 

STATEMENT OF OPERATIONS

  

Investment Income

  

Dividends

   $ 7,584,812  

Dividends from Master Limited Partnerships

     591,775  
  

 

 

 

Total Income

     8,176,587  
  

 

 

 

Expenses

  

Investment Advisory Fees

     5,110,241  

Administration Fees

     462,192  

Trustees’ Fees

     15,354  

Chief Compliance Officer Fees

     5,730  

Shareholder Servicing Fees

     1,100,228  

Transfer Agent Fees

     91,952  

Legal Fees

     28,687  

Custodian Fees

     27,387  

Registration and Filing Fees

     24,071  

Printing Fees

     18,486  

Audit Fees

     17,000  

Other Expenses

     22,591  
  

 

 

 

Total Expenses

     6,923,919  
  

 

 

 

Less: Fees Paid Indirectly (See Note 4)

     (133
  

 

 

 

Net Expenses

     6,923,786  
  

 

 

 

Net Investment Income

     1,252,801  
  

 

 

 

Net Realized Gain on Investments(1)

     128,506,344  

Net Change in Unrealized Appreciation on Investments

     89,229,250  
  

 

 

 

Total Net Realized and Unrealized Gain on Investments

     217,735,594  
  

 

 

 

Net Increase in Net Assets Resulting from Operations

   $   218,988,395  
  

 

 

 

 

(1)

Includes realized gains of $58,475,201 due to in-kind redemptions (see Note 10).

 

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

 

13


THE ADVISORS’ INNER CIRCLE FUND    ICM SMALL COMPANY
   PORTFOLIO
       
         

 

STATEMENTS OF CHANGES IN NET ASSETS

    
     Year
Ended
October 31, 2017
    Year
Ended
October 31, 2016
 

Operations:

    

Net Investment Income

   $ 1,252,801     $ 3,675,984  

Net Realized Gain on Investments(1)

     128,506,344       99,625,745  

Net Change in Unrealized Appreciation/(Depreciation) on Investments

     89,229,250       (32,089,208
  

 

 

   

 

 

 

Net Increase in Net Assets Resulting from Operations

     218,988,395       71,212,521  
  

 

 

   

 

 

 

Dividends and Distributions:

    

Net Investment Income

     (589,583     (3,758,833

Net Realized Gains

     (19,654,864     (99,957,948
  

 

 

   

 

 

 

Total Dividends and Distributions

     (20,244,447     (103,716,781
  

 

 

   

 

 

 

Capital Share Transactions:

    

Issued

     57,467,387       152,815,042  

In Lieu of Cash Distributions

     20,057,905       102,754,879  

Redeemed(2)

     (280,864,768     (398,278,510
  

 

 

   

 

 

 

Net Decrease in Net Assets from Capital Share Transactions

     (203,339,476     (142,708,589
  

 

 

   

 

 

 

Total Decrease in Net Assets

     (4,595,528     (175,212,849
  

 

 

   

 

 

 

Net Assets:

    

Beginning of Year

     772,924,539       948,137,388  
  

 

 

   

 

 

 

End of Year

   $         768,329,011     $         772,924,539  
  

 

 

   

 

 

 

Undistributed Net Investment Income

   $ 1,541,832     $ 491,477  
  

 

 

   

 

 

 

Share Transactions:

    

Issued

     1,805,048       5,695,731  

In Lieu of Cash Distributions

     623,179       4,221,097  

Redeemed(2)

     (8,839,421     (15,255,464
  

 

 

   

 

 

 

Net Decrease in Shares Outstanding from Share Transactions

     (6,411,194     (5,338,636
  

 

 

   

 

 

 

 

(1)

Includes realized gains due to in-kind redemptions (see Note 10).

(2)

Includes redemptions as a result of in-kind redemptions (see Note 10).

 

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

 

14


THE ADVISORS’ INNER CIRCLE FUND    ICM SMALL COMPANY
   PORTFOLIO
       
         

 

FINANCIAL HIGHLIGHTS

                       
     Selected Per Share Data & Ratios
     For a Share Outstanding Throughout Each Year
     Year ended October 31,
     2017    2016    2015   2014    2013

Net Asset Value, Beginning of Year

     $ 27.27         $ 28.15         $ 34.94        $ 36.60         $ 28.84   
    

 

 

      

 

 

      

 

 

     

 

 

      

 

 

 

Income from Operations:

                       

Net Investment Income*

       0.06           0.11           0.11          0.09           0.20   

Net Realized and Unrealized Gain

       8.61           1.99           0.10(1)          1.98           9.59   
    

 

 

      

 

 

      

 

 

     

 

 

      

 

 

 

Total from Operations

       8.67           2.10           0.21          2.07           9.79   
    

 

 

      

 

 

      

 

 

     

 

 

      

 

 

 

Dividends and Distributions:

                       

Net Investment Income

       (0.03)          (0.10)          (0.08)         (0.14)          (0.15)  

Net Realized Gain

       (0.87)          (2.88)          (6.92)         (3.59)          (1.88)  
    

 

 

      

 

 

      

 

 

     

 

 

      

 

 

 

Total Dividends and Distributions

       (0.90)          (2.98)          (7.00)         (3.73)          (2.03)  
    

 

 

      

 

 

      

 

 

     

 

 

      

 

 

 

Net Asset Value, End of Year

     $ 35.04         $ 27.27         $ 28.15        $ 34.94         $ 36.60   
    

 

 

      

 

 

      

 

 

     

 

 

      

 

 

 

Total Return

       32.07%        8.79%        0.47%       6.21%        36.32%
    

 

 

      

 

 

      

 

 

     

 

 

      

 

 

 

Ratios and Supplemental Data

                       

Net Assets, End of Year (Thousands)

     $     768,329         $     772,925         $     948,137        $     1,120,433         $     1,428,199   

Ratio of Expenses to Average Net Assets(2)

       0.95%        0.95%        0.94%       0.96%        0.93%

Ratio of Net Investment Income to Average Net Assets

       0.17%        0.41%        0.37%       0.26%        0.64%

Portfolio Turnover Rate

       30%        32%        27%       24%        21%

 

* Per share calculations were performed using average shares for the period.
Returns shown do not reflect the deduction of taxes that a shareholder would pay on Portfolio distributions or the redemption of shares.
(1) Realized and unrealized gains and losses per share in this caption are balancing amounts necessary to reconcile the change in net asset value per share for the period, and may not reconcile with the aggregate gains and losses in the Statement of Operations due to share transactions for the period.
(2) 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.

 

15


THE ADVISORS’ INNER CIRCLE FUND    ICM SMALL COMPANY
   PORTFOLIO
   OCTOBER 31, 2017
         

 

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 53 portfolios. The financial statements herein are those of the ICM Small Company Portfolio (the “Portfolio”). The Portfolio seeks maximum, long-term total return consistent with reasonable risk to principal by investing primarily in common stocks of smaller companies measured in terms of revenues and assets and, more importantly, in terms of market capitalization. The Portfolio, a diversified portfolio, normally seeks to achieve its objective by investing at least 80% of its net assets, plus any borrowings for investment purposes, in common stocks of companies that have market capitalizations within the range of the Russell 2000 Value Index at the time of purchase. The Portfolio may invest in equity securities listed on the New York and American Stock Exchanges or traded on the over-the-counter markets operated by the FINRA. The Portfolio invests mainly in common stocks, but it may also invest in other types of equity securities. The financial statements of the remaining portfolios of the Trust are presented separately. The assets of each portfolio are segregated, and a shareholder’s interest is limited to the portfolio in which shares are held.

2. Significant Accounting Policies:

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

Use of Estimates — The Portfolio is an investment company as defined in accounting principles generally accepted in the United States of America (“U.S. GAAP”). Therefore, the Portfolio follows the accounting and reporting guidelines for investment companies. The preparation of financial statements, in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of 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

 

16


THE ADVISORS’ INNER CIRCLE FUND    ICM SMALL COMPANY
   PORTFOLIO
   OCTOBER 31, 2017
         

 

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 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.

In accordance with the authoritative guidance on fair value measurements and disclosure under U.S. GAAP, the Portfolio discloses fair value of its investments in a hierarchy that prioritizes the inputs to valuation techniques used to measure the fair value. The objective of a fair value measurement is to determine the price that would be received to sell an asset or paid to transfer a 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 — Quoted prices which are not active, or inputs that are observable (either directly or indirectly) for substantially the full term of the asset or liability; 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).

 

17


THE ADVISORS’ INNER CIRCLE FUND    ICM SMALL COMPANY
   PORTFOLIO
   OCTOBER 31, 2017
         

 

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

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.

The following is a list of the level of inputs used as of October 31, 2017 when valuing the Portfolio’s investments:

 

Investments in Securities    Level 1              Level 2                      Level 3*              Total  

Common Stock

   $ 758,061,744      $      $      $ 758,061,744    

Warrants

                          —    

Short-Term Investment

     9,973,186                      9,973,186    
  

 

 

 

Total Investments in Securities

   $     768,034,930      $      $      $     768,034,930    
  

 

 

 

* Portfolio investment in warrants is considered Level 3.

For the year ended October 31, 2017, there have been no transfers between Level 1 and Level 2 assets and liabilities. For the year ended October 31, 2017, there were Level 3 securities. All transfers, if any, are recognized by the Portfolio at the end of the year.

For the year ended October 31, 2017, there have been no significant changes to the Portfolio’s fair value methodologies.

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 provision for Federal income taxes has 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 tax year ends, as applicable), on-going analysis of and changes to tax laws, regulations and interpretations thereof.

 

18


THE ADVISORS’ INNER CIRCLE FUND    ICM SMALL COMPANY
   PORTFOLIO
   OCTOBER 31, 2017
         

 

The Portfolio utilizes a tax practice that treats a portion of the proceeds from each redemption of capital shares as a distribution of taxable net investment income and/or realized capital gain.

As of the year ended October 31, 2017, the Portfolio did not have a liability for any unrecognized tax benefits. The Portfolio recognizes interest and penalties, if any, related to unrecognized tax benefits as income tax expense in the Statement of Operations. During the year the Portfolio did not incur any significant interest or penalties.

Security Transactions and Investment Income — Security transactions are accounted for on trade date. Costs used in determining realized gains and losses on the sale of investment securities are based on 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 which cannot be directly attributed to a particular portfolio are apportioned among the portfolios of the Trust based on the number of portfolios and/or relative net assets.

Dividends and Distributions to Shareholders — The Portfolio distributes substantially all of its net investment income, if any, quarterly. Any net realized capital gains are distributed at least annually. All distributions are recorded on ex-dividend date. The Portfolio’s distributions to shareholders may include return of capital received from Real Estate Investment Trusts (“REITs”).

Investments in 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 this estimated amount are recorded as a reduction of the cost of investments or reclassified to capital gains. The actual amounts of income, return of capital, and capital gains are only determined by each REIT after its fiscal year-end, and may differ from the estimated amounts.

Master Limited Partnerships — The Portfolio may invest in master limited partnerships (“MLPs”). MLPs are limited partnerships or limited liability companies, whose partnership units or limited liability interests are listed and traded on a U.S. securities exchange, and are treated as publicly traded partnerships for federal income tax purposes. To qualify to be treated as a partnership for tax purposes, a MLP must receive at least 90% of its income from qualifying sources as set forth in Section 7704(d) of the Internal Revenue

 

19


THE ADVISORS’ INNER CIRCLE FUND    ICM SMALL COMPANY
   PORTFOLIO
   OCTOBER 31, 2017
         

 

Code of 1986, as amended (the “Code”). These qualifying sources include activities such as the exploration, development, mining, production, processing, refining, transportation, storage and marketing of mineral or natural resources. MLPs generally have two classes of owners, the general partner and limited partners. MLPs that are formed as limited liability companies generally have two analogous classes of owners, the managing member and the members. For purposes of this section, references to general partners also apply to managing members and references to limited partners also apply to members. The general partner is typically owned by a major energy company, an investment fund, the direct management of the MLP or is an entity owned by one or more of such parties. The general partner may be structured as a private or publicly traded corporation or other entity. The general partner typically controls the operations and management of the MLP through an equity interest of as much as 2% in the MLP plus, in many cases, ownership of common units and subordinated units. Limited partners own the remainder of the MLP through ownership of common units and have a limited role in the MLP’s operations and management.

3. Transactions with Affiliates:

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

The services provided by the CCO and his staff, 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 have been approved by the Board.

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

The Portfolio and the Administrator 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, 2017, the Portfolio paid $462,192 for these services.

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

 

20


THE ADVISORS’ INNER CIRCLE FUND    ICM SMALL COMPANY
   PORTFOLIO
   OCTOBER 31, 2017
         

 

Certain brokers, dealers, banks, trust companies and other financial representatives receive compensation from the Portfolio for providing a variety of services, including record keeping and transaction processing. Such fees are based on the assets of the Portfolio that are serviced by the financial representative. Such fees are paid by the Portfolio to the extent that the number of accounts serviced by the financial representative multiplied by the account fee charged by the Portfolio’s transfer agent would not exceed the amount that would have been charged had the accounts serviced by the financial representative been registered directly through the transfer agent. All fees in excess of this calculated amount are paid by Investment Counselors of Maryland, LLC (the “Adviser”). These fees are disclosed on the Statement of Operations as Shareholder Servicing Fees.

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

The Portfolio may earn cash management credits which can be used to offset transfer agent expenses. For the year ended October 31, 2017, the Portfolio earned credits of $133 which were used to offset transfer agent expenses. This amount is 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, the Adviser, owned in part by Old ICM, Inc., a company wholly-owned by OMAM Inc. and ICM Management LLC, a company wholly-owned by six officers of the Adviser, provides investment advisory services to the Portfolio at a fee calculated at an annual rate of 0.70% of the Portfolio’s average daily net assets.

6. Investment Transactions:

For the year ended October 31, 2017, the Portfolio made purchases of $217,573,966 and had sales of $256,277,125 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. generally accepted accounting principles or (“U.S. GAAP”).

 

21


THE ADVISORS’ INNER CIRCLE FUND    ICM SMALL COMPANY
   PORTFOLIO
   OCTOBER 31, 2017
         

 

As a result, the net investment income (loss) and net realized gain (loss) on investment transactions for a reporting period may differ significantly from distributions made during such period. These book/tax differences may be temporary or permanent in nature.

Accordingly, the following permanent differences that are primarily attributable to REIT adjustments, basis adjustments related to investments in partnerships, utilization of earnings and profits on shareholder redemptions, in-kind transfer of securities and reclass of distributions have been reclassed to (from) the following accounts:

 

     Undistributed
Net Investment
Income
     Accumulated
Net Realized
Gain
     Paid-In-Capital  
   $         387,137      $ (75,823,419    $ 75,436,282  

The tax character of ordinary dividends and capital gain distributions declared during the last two fiscal years was as follows:

 

     Ordinary
Income
     Long -Term
Capital Gains
     Total  

2017

   $ 1,650,909        $ 18,593,538        $ 20,244,447    

2016

           4,807,039              98,909,742              103,716,781    

As of October 31, 2017, the components of Distributable Earnings on a tax basis were as follows:

 

Undistributed Ordinary Income

   $ 5,525,333    

Undistributed Long-Term Capital Gains

     49,899,954    

Net Unrealized Appreciation

     183,513,113    

Other Temporary Differences

     20    
  

 

 

 

Total Distributable Earnings

   $     238,938,420    
  

 

 

 

For Federal income tax purposes, the difference between Federal tax cost and book cost primarily relates to partnership basis adjustments and wash sales which cannot be used for Federal income tax purposes currently have been deferred for use in future years.

The Federal tax cost and aggregate gross unrealized appreciation and depreciation on investments, held by the Portfolio at October 31, 2017, were as follows:

 

Federal
Tax Cost
  Aggregate
Gross
Unrealized
Appreciation
  Aggregate
Gross
Unrealized
Depreciation
  Net Unrealized
 Appreciation 
$    584,521,817   $203,534,146   $    (20,021,033)    $183,513,113

 

22


THE ADVISORS’ INNER CIRCLE FUND    ICM SMALL COMPANY
   PORTFOLIO
   OCTOBER 31, 2017
         

 

8. Concentration of Risks:

Equity Risk – Since it purchases equity securities, the Fund 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 Fund’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 Fund.

REIT Risk – REITs are pooled investment vehicles that own, and usually operate, income-producing real estate. REITs are susceptible to the risks associated with direct ownership of real estate, such as the following: declines in property values; increases in property taxes, operating expenses, interest rates or competition; overbuilding; zoning changes; and losses from casualty or condemnation. REITs typically incur fees that are separate from those of the Fund. Accordingly, the Fund’s shareholders will indirectly bear a proportionate share of the REITs’ operating expenses, in addition to paying Fund expenses. REIT operating expenses are not reflected in the fee table and example in this prospectus.

Foreign Securities Risk – The Fund’s investments in ADRs are subject to foreign securities risk. ADRs are certificates evidencing ownership of shares of a foreign issuer that are issued by depositary banks and traded on U.S. exchanges. Although ADRs are alternatives to directly purchasing the underlying foreign securities in their national markets and currencies, they continue to be subject to many of the risks associated with investing directly in foreign securities.

Foreign securities, especially those of companies in emerging markets, can be riskier and more volatile than domestic securities. Adverse political and economic developments or changes in the value of foreign currency can make it harder for the Fund to sell its securities and could reduce the value of your shares. 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 may be reduced by a withholding tax at the source, which tax would reduce income received from the securities. Foreign securities may also be more difficult to value than securities of U.S. issuers.

Small-Capitalization Company Risk – The small-capitalization companies in which the Fund will invest may be more vulnerable to adverse business or economic

 

23


THE ADVISORS’ INNER CIRCLE FUND    ICM SMALL COMPANY
   PORTFOLIO
   OCTOBER 31, 2017
         

 

events than larger, more established companies. In particular, investments in these small-sized companies may pose additional risks, including liquidity risk, because these companies tend to have limited product lines, markets and financial resources, and may depend upon a relatively small management group. Therefore, small-cap stocks may be more volatile than those of larger companies. These securities may be traded over-the-counter or listed on an exchange.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 claim is considered remote.

9. Other:

At October 31, 2017, 54% of total shares outstanding were held by three record shareholders each owning 10% or greater of the aggregate total shares outstanding. These shareholders were comprised of omnibus accounts that were held on behalf of various shareholders.

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

10. In-Kind Transfer of Securities

During the year ended October 31, 2017, the Portfolio redeemed shares of beneficial interest in exchange for securities. The securities were transferred at their current value on the date of the transaction.

 

Transaction Date

  Institutional Shares
Redeemed
   Value    Realized Gain

11/29/16

      3,155,505      $ 98,893,515      $ 32,325,895

12/16/16

      2,431,683        79,102,645        26,149,306
             

 

 

 
              $ 58,475,201
             

 

 

 

During the year ended October 31, 2016, the Portfolio redeemed shares of beneficial interest in exchange for securities. The securities were transferred at their current value on the date of the transaction.

 

24


THE ADVISORS’ INNER CIRCLE FUND    ICM SMALL COMPANY
   PORTFOLIO
   OCTOBER 31, 2017
         

 

Transaction Date

  Institutional Shares
Redeemed
  Value   Realized Gain
07/01/16   8,601,243   $228,449,016   $60,061,978

11. Regulatory Matters:

In October 2016, the U.S. Securities and Exchange Commission adopted new rules and amended existing rules (together, final rules) intended to modernize the reporting and disclosure of information by registered investment companies. In part, the final rules amended Regulation S-X and require standardized, enhanced disclosures about derivatives in investment company financial statements, as well as other amendments. As of August 1, 2017, management has implemented the amendments to Regulation S-X, which did not have a material impact on the Fund’s financial statements and related disclosures or impact the Fund’s net assets or results of operations.

12. Subsequent Events:

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

 

25


THE ADVISORS’ INNER CIRCLE FUND    ICM SMALL COMPANY
   PORTFOLIO
  
         

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders of ICM Small Company Portfolio and the Board of Trustees of The Advisors’ Inner Circle Fund

We have audited the accompanying statement of assets and liabilities of ICM Small Company 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, 2017, 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 four-year period then ended. These financial statements and financial highlights are the responsibility of the Portfolio’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits. The financial highlights for the year ended October 31, 2013 were audited by other auditors whose report dated December 24, 2013, expressed an unqualified opinion on such financial highlights.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of October 31, 2017 by correspondence with the custodian and brokers. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provides a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of ICM Small Company Portfolio as of October 31, 2017, 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 four-year period then ended, in conformity with accounting principles generally accepted in the United States of America.

 

LOGO                 

BBD, LLP                        

Philadelphia, Pennsylvania

December 20, 2017

 

26


THE ADVISORS’ INNER CIRCLE FUND    ICM SMALL COMPANY
   PORTFOLIO
   OCTOBER 31, 2017
     (Unaudited)

 

DISCLOSURE OF PORTFOLIO EXPENSES

We believe it is important for you to understand the impact of fees regarding your investment. All mutual funds have operating expenses. As a shareholder of a mutual fund, you incur ongoing costs, which include costs for portfolio management, administrative services, and shareholder reports (like this one), among others. Operating expenses, which are deducted from a mutual fund’s gross income, directly reduce the investment return of a mutual fund. A mutual fund’s expenses are expressed as a percentage of its average net assets. This figure is known as the expense ratio. The following examples are intended to help you understand the ongoing fees (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, 2017 to October 31, 2017).

The table below illustrates your Portfolio’s costs in two ways.

 

 

Actual Portfolio return. This section helps you to estimate the actual expenses after fee waivers that you paid over the period. The “Ending Account Value” shown is derived from the Portfolio’s actual return, and the fourth column shows the dollar amount that would have been paid by an investor who started with $1,000 in the Portfolio. You may use the information here, together with the amount you invested, to estimate the expenses that you paid over the period.

To do so, simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = $8.6), then multiply the result by the number given for your Portfolio under the heading “Expenses Paid During Period.”

 

 

Hypothetical 5% return. This section is intended to help you compare your Portfolio’s costs with those of other mutual funds. It assumes that the Portfolio had a return of 5% before expenses during the year, but that the expense ratio is unchanged. In this case, because the return used is not the Portfolio’s actual return, the results do not apply to your investment. The example is useful in making comparisons because the Securities and Exchange Commission requires all mutual funds to calculate expenses based on a 5% return. You can assess your Portfolio’s costs by comparing this hypothetical example with the hypothetical examples that appear in shareholder reports of other mutual funds.

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

 

27


THE ADVISORS’ INNER CIRCLE FUND    ICM SMALL COMPANY
   PORTFOLIO
   OCTOBER 31, 2017
     (Unaudited)

 

DISCLOSURE OF PORTFOLIO EXPENSES

 

      Beginning
Account
Value
5/01/17
     Ending
Account
Value
10/31/2017
     Annualized
Expense
Ratio
    Expenses
Paid
During
Period*
 

Actual Fund Return

   $ 1,000.00      $ 1,096.50        0.91   $ 4.81  

Hypothetical 5% Return

     1,000.00        1,020.62        0.91       4.63  

 

*

Expenses are equal to the Portfolio’s annualized expense ratio multiplied by the average account value over the period, multiplied by 184/365 (to reflect the one-half year period).

 

28


 

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THE ADVISORS’ INNER CIRCLE FUND    ICM SMALL COMPANY
   PORTFOLIO
   OCTOBER 31, 2017
     (Unaudited)

 

TRUSTEES AND OFFICERS OF THE ADVISORS’ INNER CIRCLE FUND

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, 1 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 Doran

 

Name and Year of Birth   

Position with Trust
and length of Time

Served1

  

Principal

Occupation

in the Past Five Years

INTERESTED TRUSTEES3,4               

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.

 

    

William M. Doran

(Born: 1940)

  

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 TRUSTEES4               

John K. Darr

(Born: 1944)

  

Trustee

(Since 2008)

  

Retired. Chief Executive Officer, Office of Finance, Federal Home Loan Banks, from 1992 to 2007.

 

Joseph T. Grause, JR.

(Born: 1952)

  

Trustee

(Since 2011)

   Self-Employed Consultant since January 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.

 

30


THE ADVISORS’ INNER CIRCLE FUND    ICM SMALL COMPANY
   PORTFOLIO
   OCTOBER 31, 2017
     (Unaudited)

 

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 1-866-234-5426. The following chart lists Trustees and Officers as of October 31, 2017.

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 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: Director of SEI Opportunity Fund, L.P. to 2010. Director of SEI Alpha Strategy Portfolios, LP to 2013. Trustee of SEI Liquid Asset Trust to 2016.

 

Current Directorships: Trustee of The Advisors’ Inner Circle Fund II, Bishop Street Funds, The KP Funds, The Advisors’ Inner Circle Fund III, Winton Series Trust, Winton Diversified Opportunities Fund (closed-end investment company), Gallery Trust, 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 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 SEI Alpha Strategy Portfolios, LP to 2013. Trustee of O’Connor EQUUS (closed-end investment company) to 2016. 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 Federal Home Loan Bank of Pittsburgh, Meals on Wheels, Lewes/Rehoboth Beach and West Rehoboth Land Trust.

 

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

 

 

4     Trustees oversee 53 funds in The Advisors’ Inner Circle Fund.

 

 

 

31


THE ADVISORS’ INNER CIRCLE FUND    ICM SMALL COMPANY
   PORTFOLIO
   OCTOBER 31, 2017
     (Unaudited)

 

TRUSTEES AND OFFICERS OF THE ADVISORS’ INNER CIRCLE FUND

 

Name and

Year of Birth

  

Position

with the Trust

and Length of

Time Served1

  

Principal

Occupation

During the Past Five Years

INDEPENDENT TRUSTEES (continued)                  

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 2008-2010. Self-Employed Legal and Financial Services Consultant since 2003.

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

Lead Independent

Trustee

(Since 1999)

  

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

 

    

OFFICERS          

Michael Beattie

(Born: 1965)

  

President

(since 2011)

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

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.

 

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 53 funds in The Advisors’ Inner Circle Fund.

 

32


THE ADVISORS’ INNER CIRCLE FUND    ICM SMALL COMPANY
   PORTFOLIO
   OCTOBER 31, 2017
     (Unaudited)

 

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.

Former Directorships: Director of SEI Alpha Strategy Portfolios, LP to 2013. 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.

 

 

Current Directorships: Trustee of The Advisors’ Inner Circle Fund II, 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, 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. 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 SEI Alpha Strategy Portfolios, LP to 2013. Trustee of SEI Liquid Asset Trust to 2016.

 

 

 

None.

 

 

None.

 

 

None.

 

 

 

 

 

33


THE ADVISORS’ INNER CIRCLE FUND    ICM SMALL COMPANY
   PORTFOLIO
   OCTOBER 31, 2017
     (Unaudited)

 

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

 

Name and Year of Birth   

Position

with Trust

and Length of

Time Served1

  

Principal

Occupation

During the Past Five Years

OFFICERS (continued)          

Dianne M. Descoteaux

(Born: 1977)

   Vice President and Secretary (Since 2011)    Counsel at SEI Investments since 2010. Associate at Morgan, Lewis & Bockius LLP from 2006 to 2010.

Russell Emery

(Born: 1962)

   Chief Compliance Officer (Since 2006)    Chief Compliance Officer of SEI Structured Credit Fund, LP since June 2007. Chief Compliance Officer of SEI Alpha Strategy Portfolios, LP from June 2007 to September 2013. Chief Compliance Officer of The Advisors’ Inner Circle Fund II, Bishop Street Funds, The KP Funds, The Advisors’ Inner Circle Fund III, Winton Series Trust, Winton Diversified Opportunities Fund (closed-end investment company), Gallery 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 SEI Opportunity Fund, L.P. until 2010. Chief Compliance Officer of O’Connor EQUUS (closed- end investment company) to 2016. Chief Compliance Officer of SEI Liquid Asset Trust to 2016.

Lisa Whittaker

(Born: 1978)

  

Vice President and

Assistant Secretary

(Since 2013)

 

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

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 2015)

 

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

 

34


THE ADVISORS’ INNER CIRCLE FUND    ICM SMALL COMPANY
   PORTFOLIO
   OCTOBER 31, 2017
     (Unaudited)

 

Other Directorships

Held in the Past Five Years

 

 

 

None.

 

 

None.

 

 

 

None.

 

 

None.

 

 

None.

 

 

 

 

 

35


THE ADVISORS’ INNER CIRCLE FUND    ICM SMALL COMPANY
   PORTFOLIO
       
         

 

NOTICE TO SHAREHOLDERS (Unaudited)

For shareholders that do not have an October 31, 2017 tax year end, this notice is for informational purposes only. For shareholders with an October 31, 2017 tax year end, please consult your tax advisor as to the pertinence of this notice. For the fiscal year ended October 31, 2017, the Portfolio is designating the following items with regard to distributions paid during the year.

 

Long Term
Capital Gain
Distribution

 

Ordinary

Income
Distributions

 

Total

Distributions

 

Dividends
Qualifying
for Corporate
Dividend

Receivable
Deduction(1)

 

Qualifying

Dividend

Income(2)

 

U.S.

Government
Interest(3)

 

Interest

Related
Dividends(4)

 

Short-Term
Capital Gain
Dividends(5)

91.02%

  8.98%   100.00%   100.00%   100.00%   0.00%   3.85%   100.00%

 

  (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 is reflected as a percentage of ordinary income distributions (the total of short term capital gain and net investment income distributions). It is the intention of each of the aforementioned funds to designate the maximum amount permitted by law.

 

  (3) “U.S. Government Interest” represents the amount of interest that was derived from direct U.S. Government obligations and distributed during the fiscal year. This amount is reflected as a percentage of ordinary income. Generally, interest from direct U.S. Government obligations is exempt from state income tax. However, for shareholders of the ICM Small Company Portfolio who are residents of California, Connecticut and New York, the statutory threshold requirements were not satisfied to permit exemption of these amounts from state income.

 

  (4) The percentage in this column represents the amount of “Interest Related Dividends” and is reflected as a percentage of ordinary income distribution that 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 Dividends” and is reflected as a percentage of short term capital gain distribution that is exempted from U.S. withholding tax when paid to foreign investors.

The information reported herein may differ from the information and distributions taxable to the shareholders for the calendar year ending December 31, 2017. Complete information will be computed and reported in conjunction with your 2017 Form 1099-DIV.

 

36


NOTES

 


ICM Small Company Portfolio

P.O. Box 219009

Kansas City, MO 64121

866-234-5426

Adviser:

Investment Counselors of Maryland, LLC

300 East Lombard Street

Suite 810

Baltimore, MD 21202

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.

ICM-AR-001-1500


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.

 

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:

 

      2017    2016
           

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)    $101,400    $0    $0    $49,000    $0    $0

(b)

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

(c)

   Tax Fees    $30,000    $0    $120,500    $25,000    $0    $110,000

(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:

 

      2017    2016
           

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)    $896,975    N/A    N/A    $725,065    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

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 were as follows:

 

      2017    2016
           

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)    $162,500    N/A    N/A    $160,000    N/A    N/A
(b)    Audit-Related Fees    N/A    N/A    N/A    N/A    N/A    N/A
(c)    Tax Fees    $0    N/A    N/A    $82,450    N/A    N/A
(d)    All Other Fees    N/A    N/A    N/A    N/A    N/A    N/A

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 were as follows:

 

      2017    2016
           

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)    $107,000    N/A    N/A    $141,000    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

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.


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

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

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

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

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

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

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

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

 

      2017       2016    

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):

 

      2017       2016    

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 (D&T):

 

      2017       2016    

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 (BBD):

 

      2017       2016    

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 $150,500 and $135,000 for 2017 and 2016, 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 were $62,500 and $62,500 for 2017 and 2016, 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 were $0 and $82,450 for 2017 and 2016, 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 were $0 and $0 for 2017 and 2016, respectively.

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

 

Item 5. Audit Committee of Listed Registrants.

Not applicable to open-end management investment companies.

 

Item 6. Schedule of Investments.

Schedule of Investments is included as part of the Report to Shareholders filed under Item 1 of this form.

 

Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.

Not applicable to open-end management investment companies.

 

Item 8. Portfolio Managers of Closed-End Management Investment Companies.

Not applicable. Effective for closed-end management investment companies for fiscal years ending on or after December 31, 2005.

 

Item 9. Purchases of Equity Securities by Closed-End Management Company and Affiliated Purchasers.

Not applicable to open-end management investment companies.

 

Item 10. Submission of Matters to a Vote of Security Holders.

There have been no changes to the procedures by which shareholders may recommend nominees to the Registrant’s Board of Trustees during the period covered by this report.

 

Item 11. Controls and Procedures.

(a) The Registrant’s principal executive and principal financial officers, or persons performing similar functions have concluded that the Registrant’s disclosure controls and procedures, as defined in Rule 30a-3(c) under the Act (17 CFR 270.30a-3(c)) as of a date within 90 days of the filing date of the report, are effective based on the evaluation of these controls and procedures required by Rule 30a-3(b) under the Act (17 CFR 270.30a-3(b)) and Rules 13a-15(b) or 15d-15(b) under the Exchange Act (17 CFR 270.30a-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 (17CFR 270.3a-3(d)) that occurred during the second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting.

 

Item 12. Exhibits.

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

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

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


SIGNATURES

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

 

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

/s/ Michael Beattie

     

Michael Beattie,

President

Date: January 9, 2018      

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 9, 2018      

 

By (Signature and Title)*      

/s/ Stephen Connors

     

Stephen Connors,

Treasurer, Controller and Chief Financial Officer

Date: January 9, 2018      

 

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