N-CSR 1 d397665dncsr.htm AIC LSV GLOBAL VALUE AIC LSV Global Value

 

 

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, 2022

Date of reporting period: October 31, 2022

 

 

 


Item 1. Reports to Stockholders.

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


THE ADVISORS’ INNER CIRCLE FUND

 

 

LOGO

Global Value Fund

ANNUAL REPORT TO SHAREHOLDERS

October 31, 2022

This information must be preceded or accompanied by a current prospectus. Investors should read the prospectus carefully before investing.


LOGO

MANAGER’S DISCUSSION AND ANALYSIS OF FUND PERFORMANCE

(Unaudited)

The total net of fees return of the LSV Global Value Fund, the benchmark MSCI AC World Index and the MSCI AC World Value Index for the trailing periods ending October 31, 2022 were as follows:

 

     One
Year
           Three
Years
           Five
Years
           Seven
Years
           Since
Inception

 LSV Global Value Fund, Institutional Class Shares*

   -10.89%       4.08%       2.70%       5.28%       4.12%

 Benchmark:                         

                          

 MSCI AC World

   -19.96%       4.85%       5.24%       7.16%       5.81%

 Broad Market:                      

                          

 MSCI AC World Value

   -10.29%       3.30%       3.12%       5.45%       3.70%

*Year ended October 31, 2022.

Institutional Class Shares performance as of 9/30/22: -16.84% (1 year), 1.21% (5 year) and 3.03% (Since Inception). The performance data quoted represents past performance. Past performance does not guarantee future results. The investment return and principal value of an investment will fluctuate so that an investor’s shares when redeemed, may be worth more or less than their original cost and current performance may be lower or higher than the performance quoted. For performance data current to the most recent month end, please call 888-FUND-LSV (888-386-3578). Periods longer than 1-year are annualized; inception date 6/26/2014

Global equity markets fell sharply over the past twelve months as record high inflation, a slowing economy and increasingly hawkish global central banks took a dent out of consumer confidence, stoking fears that a recession may be unavoidable. The MSCI AC World Index was down 19.96% (in USD). From a style perspective, there was a change in market leadership over the period as value stocks (as measured by the MSCI Indices) outperformed growth amidst the market volatility—the MSCI AC World Value Index was down 10.29% while the MSCI AC World Growth Index was down 29.25% (both in USD). The LSV Global Value Equity Fund, Institutional Class Shares, was down 10.89% for the period. From a sector perspective, Energy, Utilities and Consumer Staples stocks outperformed while the Communication Services, Consumer Discretionary and Information Technology sectors lagged.

While the broad equity market sold off during the period, value stocks and the Fund held up much better than the overall market. The Fund’s deeper value bias added value over the period as cheaper stocks on an earnings and cash flow basis held up relatively well. Performance attribution further indicates that both stock and sector selection contributed positively to portfolio relative returns for the period. Stock selection relative gains were primarily the result of the outperformance of deep value names within the Health Care, Information Technology and Consumer Discretionary sectors—holdings within the Biotechnology, IT Consulting and Automotive Retail industries performed particularly well. Within Information Technology, not owning expensive names in the Application Software industry also added value. From a sector perspective, relative gains were more modest and largely the result of our underweight positions in the Communication Services and Information Technology sectors. Top contributors included our overweight positions in McKesson, Mosaic, Archer-Daniels-Midland, Suncor Energy, Pfizer, Rheinmetall, Gilead, Murphy USA and Bristol-Myers Squibb. Our underweight to Meta as well as not owning Amazon, Microsoft, Nvidia and Tesla also added value. The main individual detractors included not owning Apple, Exxon, UnitedHealth, Chevron, Eli Lilly, ConocoPhillips, Berkshire Hathaway and PepsiCo. Overweight positions in Intel, Lukoil, Gazprom, eBay, JBS and Seagate also detracted.

The Fund continues to trade at a significant discount to the overall market as well as to the value benchmark. The Fund is trading at 8.1x forward earnings compared to 15.1x for the MSCI AC World Index, 1.4x book value compared to 2.5x for the benchmark and 5.2x cash flow compared to 11.7x for the MSCI AC World Index. Sector weightings are a result of our bottom-up stock selection process, subject to constraints at the sector and industry

 

1


LOGO

MANAGER’S DISCUSSION AND ANALYSIS OF FUND PERFORMANCE

(Unaudited)

levels. The Fund is currently overweight the Financials, Health Care and Materials sectors while underweight Information Technology, Real Estate and Communication Services.

Our organization remains stable and our research team continues to pursue an active research agenda in which we are looking for better ways to measure value and identify signs of positive change. As always, we are focused on delivering the long-term results that our investors have come to expect from LSV and that we have delivered for clients since 1994.

This material represents the manager’s assessment of the portfolio and market environment at a specific point in time and should not be relied upon by the reader as research or investment advice. Investing involves risk including loss of principal. The information provided herein represents the opinion of the manager and is not intended to be a forecast of future events, a guarantee of future results or investment advice.

Forward earnings is not a forecast of the Fund’s future performance. Investing involves risk, including possible loss of principal. Investments in smaller companies typically exhibit higher volatility.

The MSCI AC World Index is a market capitalization weighted index designed to provide a broad measure of equity-market performance throughout the world.

The MSCI AC World Value Index captures large and mid-cap securities exhibiting overall value style characteristics across 23 developed Markets countries.

The MSCI AC World Growth Index captures large and mid-cap securities exhibiting overall growth style characteristics across 23 developed Markets countries.

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

 

2


Comparison of Change in the Value of $100,000 Investment in the LSV

Global Value Fund, Institutional Class Shares, versus the MSCI All Country World Index (Unaudited)

 

 

    

Average Annual Total Return

for the period ended October 31, 2022

     One Year  
Return  
   Three Year  
Return  
   Five Year  
Return  
   Seven Year  
Return  
  

Annualized  

Inception to Date(1)  

LSV Global Value Fund, Institutional Class Shares 

   -10.89%      4.08%      2.70%      5.28%      4.12%  

LSV Global Value Fund, Investor Class Shares 

   -11.21%      3.80%      2.44%      5.02%      3.85%  

MSCI All Country World Index 

   -19.96%      4.85%      5.24%      7.16%      5.81%  

 

LOGO

 

*

The graph is based on only the Institutional Class Shares; performance for Investor Class Shares would be different due to differences in fee structures.

 

(1)

The LSV Global Value Fund Commenced operations on June 25, 2014.

The performance data quoted herein represents past performance and the return and value of an investment in the Fund will fluc-tuate so that, when redeemed, may be worth less than its original cost. Past performance does not guarantee future results. The Fund’s performance assumes the reinvestment of all dividends and all capital gains. Index returns assume reinvestment of dividends and, unlike a fund’s returns, do not reflect any fees or expenses. If such fees and expenses were included in the Index returns, the performance would have been lower. Please note that one cannot invest directly in an unmanaged index. Fee waivers were in effect previously, if they had not been in effect, performance would have been lower.

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

See definition of comparative indices on page 2.

 

3


October 31, 2022

 

Sector Weightings (Unaudited)†:

 

LOGO

 

Percentages are based on total investments.

Schedule of Investments

LSV Global Value Fund         
      Shares       Value (000)  

U.S. Common Stock (60.1%)

 

Aerospace & Defense (0.3%)

 

Lockheed Martin

    300     $         147  
   

 

 

 

Agricultural Operations (0.8%)

 

Archer-Daniels-Midland

    4,600       446  
   

 

 

 

Agricultural Products (0.5%)

 

Ingredion

    2,800       250  
   

 

 

 

Air Freight & Logistics (0.5%)

 

FedEx

    1,800       289  
   

 

 

 

Aircraft (0.7%)

 

Delta Air Lines*

    5,600       190  

United Airlines Holdings*

    4,200       181  
   

 

 

 
      371  
   

 

 

 

Apparel Retail (0.3%)

 

Foot Locker

    4,800       152  
   

 

 

 

Apparel, Accessories & Luxury Goods (0.3%)

 

Carter’s

    2,700       183  
   

 

 

 

Asset Management & Custody Banks (1.9%)

 

Ameriprise Financial

    1,300       401  

Bank of New York Mellon

    9,300       392  

State Street

    3,200       237  
   

 

 

 
      1,030  
   

 

 

 

Automotive (2.6%)

 

Ford Motor

    30,800       412  

General Motors

    12,200       479  

Goodyear Tire & Rubber*

    18,900       240  

Lear

    1,000       139  

Winnebago Industries

    2,700       161  
   

 

 

 
      1,431  
   

 

 

 
LSV Global Value Fund         
      Shares       Value (000)  

Automotive Retail (0.4%)

 

Group 1 Automotive

    1,200     $         208  
   

 

 

 

Banks (2.1%)

 

Citizens Financial Group

    5,400       221  

Regions Financial

    10,600       233  

Wells Fargo

    10,700       491  

Zions Bancorp

    4,000       208  
   

 

 

 
      1,153  
   

 

 

 

Biotechnology (3.4%)

 

Amgen

    1,800       486  

Biogen*

    600       170  

Gilead Sciences

    8,000       627  

Incyte*

    2,860       213  

Ironwood Pharmaceuticals, Cl A*

    18,700       205  

Regeneron Pharmaceuticals*

    200       150  
   

 

 

 
      1,851  
   

 

 

 

Broadcasting (0.9%)

 

Fox

    8,200       236  

Gray Television

    1,766       25  

Nexstar Media Group, Cl A

    1,300       223  
   

 

 

 
      484  
   

 

 

 

Building & Construction (1.3%)

 

Builders FirstSource*

    3,900       240  

Owens Corning

    3,600       309  

TRI Pointe Homes*

    11,100       186  
   

 

 

 
      735  
   

 

 

 

Chemicals (1.5%)

 

Celanese, Cl A

    2,000       192  

Eastman Chemical

    2,100       161  

Huntsman

    10,900       292  

LyondellBasell Industries, Cl A

    2,000       153  
   

 

 

 
      798  
   

 

 

 

Computer & Electronics Retail (0.4%)

 

Best Buy

    2,900       198  
   

 

 

 

Computers & Services (2.8%)

 

DXC Technology*

    5,300       152  

eBay

    3,300       131  

Hewlett Packard Enterprise

    28,700       409  

HP

    13,100       362  

NetApp

    1,700       118  

Oracle

    3,300       258  

Xerox Holdings

    7,700       113  
   

 

 

 
      1,543  
   

 

 

 

Consumer Products (0.7%)

 

Brunswick

    2,800       198  
 

 

The accompanying notes are an integral part of the financial statements

4


Schedule of Investments

October 31, 2022

 

LSV Global Value Fund         
      Shares       Value (000)  

Consumer Products (continued)

 

Polaris

    2,100     $         213  
   

 

 

 
      411  
   

 

 

 

Data Processing & Outsourced Services (0.3%)

 

CSG Systems International

    2,900       188  
   

 

 

 

Drug Retail (0.3%)

 

Walgreens Boots Alliance

    4,200       153  
   

 

 

 

Electric Utilities (0.7%)

 

NRG Energy

    8,300       369  
   

 

 

 

Electrical Services (0.4%)

 

Vistra

    8,800       202  
   

 

 

 

Electronic Components (0.0%)

 

Coherent*

    800       27  
   

 

 

 

Fertilizers & Agricultural Chemicals (0.4%)

 

Mosaic

    4,600       247  
   

 

 

 

Financial Services (1.8%)

 

Ally Financial

    4,600       127  

Capital One Financial

    3,300       350  

Citigroup

    7,200       330  

Discover Financial Services

    2,000       209  
   

 

 

 
      1,016  
   

 

 

 

Food, Beverage & Tobacco (1.4%)

 

Conagra Brands

    7,500       275  

JM Smucker

    1,200       181  

Molson Coors Beverage, Cl B

    6,600       333  
   

 

 

 
      789  
   

 

 

 

Forest Products (0.3%)

 

Louisiana-Pacific

    3,100       176  
   

 

 

 

General Merchandise Stores (0.3%)

 

Target

    1,000       164  
   

 

 

 

Health Care Distributors (1.3%)

 

Cardinal Health

    3,800       288  

McKesson

    1,100       429  
   

 

 

 
      717  
   

 

 

 

Health Care Services (1.0%)

 

CVS Health

    2,800       265  

DaVita*

    2,100       153  

Quest Diagnostics

    1,100       158  
   

 

 

 
      576  
   

 

 

 

Homebuilding (0.3%)

 

DR Horton

    1,800       138  
   

 

 

 
LSV Global Value Fund         
      Shares       Value (000)  

Hotel & Resort REITs (0.3%)

 

Apple Hospitality

    10,800     $         185  
   

 

 

 

Household Products, Furniture & Fixtures (0.6%)

 

Whirlpool

    2,500       346  
   

 

 

 

Industrial Machinery (0.4%)

 

Crane Holdings

    2,400       241  
   

 

 

 

Insurance (3.3%)

 

Aflac

    3,700       241  

Allstate

    1,400       177  

American Financial Group

    1,200       174  

Hartford Financial Services Group

    3,900       282  

Lincoln National

    4,000       215  

MetLife

    3,600       264  

MGIC Investment

    16,400       224  

Prudential Financial

    2,100       221  
   

 

 

 
      1,798  
   

 

 

 

Interactive Media & Services (0.4%)

 

Meta Platforms, Cl A*

    2,100       196  
   

 

 

 

Investment Banking & Brokerage (0.8%)

 

Jefferies Financial Group

    5,700       196  

Morgan Stanley

    2,700       222  
   

 

 

 
      418  
   

 

 

 

IT Consulting & Other Services (1.2%)

 

Amdocs

    3,100       268  

International Business Machines

    2,800       387  
   

 

 

 
      655  
   

 

 

 

Machinery (1.9%)

 

AGCO

    2,800       347  

Allison Transmission Holdings

    6,500       275  

Cummins

    1,400       342  

Oshkosh

    1,100       97  
   

 

 

 
      1,061  
   

 

 

 

Metal & Glass Containers (0.6%)

 

Berry Global Group*

    4,000       189  

Silgan Holdings

    3,200       152  
   

 

 

 
      341  
   

 

 

 

Mortgage REITs (0.3%)

 

Rithm Capital

    21,300       180  
   

 

 

 

Motorcycle Manufacturers (0.5%)

 

Harley-Davidson

    5,900       254  
   

 

 

 
 

 

The accompanying notes are an integral part of the financial statements

5


Schedule of Investments

October 31, 2022

 

LSV Global Value Fund         
      Shares       Value (000)  

Oil & Gas Exploration & Production (0.4%)

 

Chesapeake Energy

    2,200     $         225  
   

 

 

 

Paper Packaging (0.3%)

 

Westrock

    4,800       163  
   

 

 

 

Petroleum & Fuel Products (0.3%)

 

Valero Energy

    1,500       188  
   

 

 

 

Pharmaceuticals (5.7%)

 

AbbVie

    1,900       278  

Bristol-Myers Squibb

    7,600       589  

Jazz Pharmaceuticals*

    900       129  

Johnson & Johnson

    1,500       261  

Merck

    7,500       759  

Organon

    6,400       168  

Pfizer

    16,400       763  

Viatris, Cl W*

    20,500       208  
   

 

 

 
      3,155  
   

 

 

 

Property & Casualty Insurance (0.4%)

 

First American Financial

    4,700       237  
   

 

 

 

Reinsurance (0.5%)

 

Everest Re Group

    800       258  
   

 

 

 

Retail (1.9%)

 

Dick’s Sporting Goods

    2,800       319  

Kohl’s

    4,600       138  

Kroger

    7,300       344  

Macy’s

    10,500       219  
   

 

 

 
      1,020  
   

 

 

 

Retail REITs (0.4%)

 

Simon Property Group

    1,900       207  
   

 

 

 

Semiconductors (0.8%)

 

Alpha & Omega

   

Semiconductor*

    7,500       245  

Qorvo*

    2,100       181  
   

 

 

 
      426  
   

 

 

 

Semi-Conductors/Instruments (3.9%)

 

Amkor Technology

    13,200       274  

Applied Materials

    2,000       177  

Cirrus Logic*

    1,700       114  

Intel

    18,500       526  

Jabil

    3,800       244  

Micron Technology

    5,900       319  

QUALCOMM

    4,300       506  
   

 

 

 
      2,160  
   

 

 

 

Specialized Consumer Services (0.3%)

 

H&R Block

    4,600       189  
   

 

 

 
LSV Global Value Fund         
      Shares       Value (000)  

Systems Software (0.2%)

 

VMware, Cl A

    1,050     $         118  
   

 

 

 

Technology Distributors (0.8%)

 

Arrow Electronics*

    2,700       273  

Avnet

    4,700       189  
   

 

 

 
      462  
   

 

 

 

Technology Hardware, Storage & Peripherals (1.1%)

 

Dell Technologies, Cl C

    9,900       380  

Seagate Technology Holdings

    4,300       214  
   

 

 

 
      594  
   

 

 

 

Telephones & Telecommunications (2.2%)

 

AT&T

    21,900       399  

Cisco Systems

    8,400       382  

Verizon Communications

    10,900       407  
   

 

 

 
      1,188  
   

 

 

 

Thrifts & Mortgage Finance (0.3%)

 

Radian Group

    6,800       142  
   

 

 

 

Trucking (0.4%)

 

Ryder System

    3,000       242  
   

 

 

 

TOTAL U.S. COMMON STOCK
(Cost $34,772)

 

    33,091  
   

 

 

 

Foreign Common Stock (40.7%)

 

Australia (1.4%)

 

BHP Group

    9,500       228  

BlueScope Steel

    17,200       173  

OMV

    4,300       198  

Rio Tinto

    2,700       152  

Woodside Energy Group

    1,716       39  
   

 

 

 
      790  
   

 

 

 

Austria (0.4%)

 

BAWAG Group

    4,700       227  
   

 

 

 

Belgium (0.4%)

 

Solvay

    2,200       198  
   

 

 

 

Brazil (0.6%)

 

JBS

    43,600       211  

Vibra Energia

    31,000       110  
   

 

 

 
      321  
   

 

 

 

Canada (2.8%)

 

B2Gold

    44,400       136  
 

 

The accompanying notes are an integral part of the financial statements

6


Schedule of Investments

October 31, 2022

 

LSV Global Value Fund              
      Shares       Value (000)  

Canada (continued)

 

Canadian Imperial Bank of Commerce

    4,000     $         182  

iA Financial

    4,200       234  

Magna International

    3,200       178  

Suncor Energy

    18,500       635  

West Fraser Timber

    2,500       188  
   

 

 

 
      1,553  
   

 

 

 

China (0.9%)

 

China CITIC Bank, Cl H

    459,000       173  

Shanghai Pharmaceuticals Holding, Cl H

    79,400       108  

Shenzhen Expressway, Cl H

    162,000       116  

Sinotrans, Cl H

    461,000       112  
   

 

 

 
      509  
   

 

 

 

Finland (0.8%)

 

Nokia

    56,200       250  

TietoEVRY

    7,700       184  
   

 

 

 
      434  
   

 

 

 

France (3.8%)

 

AXA

    8,800       217  

BNP Paribas

    3,900       183  

Bouygues

    6,500       186  

Ipsen

    2,800       288  

Kering

    500       229  

Metropole Television

    7,600       79  

Orange

    17,300       165  

Rothschild

    5,100       181  

Rubis SCA

    7,800       177  

Sanofi

    1,800       155  

Total

    4,000       218  
   

 

 

 
      2,078  
   

 

 

 

Germany (2.7%)

 

Allianz

    700       126  

Bayerische Motoren Werke

    3,500       274  

Daimler

    4,500       261  

Daimler Truck Holding*

    6,600       176  

Deutsche Post

    5,300       188  

Muenchener Rueckversicherungs

    600       159  

Rheinmetall

    1,100       179  

Volkswagen

    600       103  
   

 

 

 
      1,466  
   

 

 

 

Hong Kong (2.7%)

 

Asia Cement China Holdings

    134,500       47  
LSV Global Value Fund              
      Shares       Value (000)  

Hong Kong (continued)

 

China Petroleum & Chemical, Cl H

    418,000     $         165  

China Water Affairs Group

    140,000       99  

Dali Foods Group

    446,500       184  

Dongfeng Motor Group, Cl H

    308,000       139  

Guangzhou Baiyunshan Pharmaceutical Holdings, Cl H

    80,000       178  

NetDragon Websoft Holdings

    103,000       173  

PAX Global Technology

    129,000       101  

PetroChina, Cl H

    662,000       254  

WH Group

    312,181       158  
   

 

 

 
      1,498  
   

 

 

 

Hungary (0.3%)

 

MOL Hungarian Oil & Gas

    27,400       165  
   

 

 

 

Israel (0.2%)

 

Teva Pharmaceutical Industries*

    14,100       126  
   

 

 

 

Italy (1.0%)

 

A2A

    76,300       85  

Eni

    21,200       277  

Mediobanca Banca di Credito Finanziario

    20,600       187  
   

 

 

 
      549  
   

 

 

 

Japan (6.0%)

 

DCM Holdings

    15,900       124  

DTS

    6,100       145  

Isuzu Motors

    11,900       140  

ITOCHU

    6,700       173  

Kaga Electronics

    6,600       196  

Kandenko

    18,800       106  

Lintec

    6,800       102  

NGK Spark Plug

    14,100       257  

Nippon Telegraph & Telephone

    3,800       105  

Nitto Kogyo

    10,000       166  

Nomura Holdings

    58,600       190  

Ono Pharmaceutical

    6,600       155  

ORIX

    10,400       153  

Relia

    9,800       66  

Resona Holdings

    53,800       203  

Ricoh Leasing

    7,000       171  

SKY Perfect JSAT Holdings

    60,900       213  

Sumitomo

    7,500       96  

Teijin

    17,100       155  

Tokyo Seimitsu

    8,700       261  
 

 

The accompanying notes are an integral part of the financial statements

7


Schedule of Investments

October 31, 2022

 

LSV Global Value Fund         
      Shares       Value (000)  

Japan (continued)

 

Tsubakimoto Chain

    5,000     $         107  

Valor

    4,800       56  
   

 

 

 
      3,340  
   

 

 

 

Mexico (0.4%)

 

Coca-Cola Femsa

    34,000       214  
   

 

 

 

Netherlands (1.0%)

 

Aegon

    41,800       194  

Koninklijke Ahold Delhaize

    7,700       214  

Signify

    5,800       161  
   

 

 

 
      569  
   

 

 

 

Norway (0.4%)

 

DNB Bank

    11,500       204  
   

 

 

 

Poland (0.3%)

 

Asseco Poland

    12,386       178  
   

 

 

 

Puerto Rico (0.5%)

 

OFG Bancorp

    9,200       256  
   

 

 

 

Russia (–%)

 

Gazprom PJSC(A)(B)

    15,900        

LUKOIL PJSC(A)(B)

    1,600        
   

 

 

 
       
   

 

 

 

South Africa (0.4%)

 

Absa Group

    21,000       228  
   

 

 

 

South Korea (1.8%)

 

Huons

    1,870       41  

Kginicis

    5,400       49  

KT

    8,800       226  

LG Uplus

    12,500       100  

Samsung Electronics

    10,000       417  

SK Telecom

    3,900       137  
   

 

 

 
      970  
   

 

 

 

Spain (0.2%)

 

Mapfre

    71,600       123  
   

 

 

 

Sweden (2.3%)

 

Bilia, Cl A

    8,600       91  

Inwido

    14,600       131  
LSV Global Value Fund         
      Shares       Value (000)  

Sweden (continued)

 

Nordea Bank Abp

    22,300     $         213  

SKF, Cl B

    12,600       182  

Swedbank

    14,300       213  

Volvo, Cl B

    25,000       410  
   

 

 

 
      1,240  
   

 

 

 

Switzerland (2.0%)

 

Novartis

    6,000       485  

Roche Holding AG

    600       199  

Swiss Life Holding

    200       97  

UBS Group

    19,500       309  
   

 

 

 
      1,090  
   

 

 

 

Taiwan (2.3%)

 

ASE Technology Holding

    113,000       282  

Asustek Computer

    19,000       139  

Chipbond Technology

    93,000       157  

Compeq Manufacturing

    149,000       202  

Novatek Microelectronics

    16,000       120  

Powertech Technology

    68,000       157  

Topco Scientific

    26,000       121  

Tripod Technology

    26,000       72  
   

 

 

 
      1,250  
   

 

 

 

Thailand (0.4%)

 

Krung Thai Bank

    494,600       227  
   

 

 

 

Turkey (0.7%)

 

Coca-Cola Icecek

    23,100       214  

Eregli Demir ve Celik Fabrikalari

    95,400       152  
   

 

 

 
      366  
   

 

 

 

United Kingdom (3.9%)

 

3i Group

    9,200       122  

Anglo American

    5,100       153  

BAE Systems

    20,500       191  

Barclays

    102,200       173  

Bellway

    7,600       162  

British American Tobacco

    5,100       201  

GAIL India GDR

    8,550       57  

GSK

    11,360       186  

Haleon*

    14,200       44  

J Sainsbury

    40,300       90  

Lloyds Banking Group

    400,200       193  

Shell

    18,700       516  
 

 

The accompanying notes are an integral part of the financial statements

8


Schedule of Investments

October 31, 2022

 

LSV Global Value Fund         
      Shares       Value (000)  

United Kingdom (continued)

 

 

Tesco

    45,700     $         112  
   

 

 

 
      2,200  
   

 

 

 

TOTAL FOREIGN COMMON STOCK
(Cost $26,879)

 

    22,370  
   

 

 

 
    Face    
Amount  
    (000)    
       

Repurchase Agreement (0.1%)

   

South Street Securities 2.730%, dated 10/31/22, to be repurchased on 11/01/2022, repurchase price $46 (collateralized by various U.S. Treasury obligations, ranging in par value $0 - $29, 0.750% - 4.026%, 12/31/2023 -11/30/2028; total market value $47)

  $ 46       46  
   

 

 

 

TOTAL REPURCHASE AGREEMENT
(Cost $46)

 

    46  
   

 

 

 

Total Investments – 100.9%
(Cost $61,697)

 

  $ 55,506  
   

 

 

 

Percentages are based on Net Assets of $55,033 (000).  

 

*

Non-income producing security.

(A)

Level 3 security in accordance with fair value hierarchy.

(B)

Security is considered illiquid. The total value of such securities as of October 31, 2022 was $– and represented –% of Net Assets.

Cl — Class

GDR — Global Depositary Receipt

PJSC — Public Joint Stock Company

REIT — Real Estate Investment Trust

The following is a summary of the level of inputs used as of October 31, 2022, in valuing the Fund’s investments carried at value ($000):

Investments in
Securities
   Level 1      Level 2      Level 3(1)      Total  

Common Stock

           

  United States

     $33,091      $ –        $ –          $33,091  

  Total Common Stock

     33,091        –          –          33,091  

  Foreign Common Stock

 

        

Australia

     790        –          –          790  

Austria

     227        –          –          227  

Belgium

     198        –          –          198  

Brazil

     321        –          –          321  

Canada

     1,553        –          –          1,553  

China

     509        –          –          509  

Finland

     434        –          –          434  

France

     2,078        –          –          2,078  

Germany

     1,466        –          –          1,466  

Hong Kong

     1,498        –          –          1,498  

Hungary

     –          165        –          165  

Israel

     126        –          –          126  

Italy

     549        –          –          549  

Japan

     3,340        –          –          3,340  

Mexico

     214        –          –          214  

Netherlands

     569        –          –          569  

Norway

     204        –          –          204  

Poland

     178        –          –          178  

Puerto Rico

     256        –          –          256  

Russia

     –          –          –^        –    

South Africa

     228        –          –          228  

South Korea

     970        –          –          970  

Spain

     123        –          –          123  

Sweden

     1,240        –          –          1,240  

Switzerland

     1,090        –          –          1,090  

Taiwan

     1,250        –          –          1,250  

Thailand

     227        –          –          227  

Turkey

     366        –          –          366  

United Kingdom

     2,200        –          –          2,200  

  Total Foreign Common Stock

     22,204        165        –          22,369  

  Total Repurchase Agreement

     –          46     

 

 

       46  

Total Investments
in Securities

   $ 55,295      $ 211      $ –        $ 55,506  

 

  

 

 

    

 

 

    

 

 

    

 

 

 

 

(1)

A reconciliation of Level 3 investments and disclosures of significant unobservable inputs are presented when the Fund has a significant amount of Level 3 investments at the beginning and/or end of the period in relation to Net Assets. Management has concluded that Level 3 investments are not material in relation to Net Assets.

For the year ended October 31, 2022, there were no significant changes into/out of Level 3. The transfer into Level 3 investments for the Fund were immaterial, although the unrealized appreciation/(depreciation) on these investments was $(259)($ Thousands). These securities were impacted by the invasion of Ukraine and sanctions on market conditions in Russia. From the start of the conflict in Ukraine until October 31, 2022, Russian-held investments were deemed to be worthless due to sanctions and inaccessibility of the market.

^

Includes Securities in which the fair value is $0 or has been rounded to $0.

Amounts designated as “—“ are $0 or have been rounded to $0.

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

 

 

The accompanying notes are an integral part of the financial statements

9


Statement of Assets and Liabilities (000)

October 31, 2022

 

 

     

LSV Global Value
Fund

 

Assets:

  

Investments, at Value (Cost $61,697)

   $ 55,506  

Foreign Currency, at Value (Cost $250)

     236  

Dividends and Interest Receivable

     121  

Receivable for Investment Securities Sold

     5  

Receivable for Capital Shares Sold

     5  

Reclaims Receivable

     30  

Prepaid Expenses

     14  
   

Total Assets

     55,917  

Liabilities:

  

Payable for Fund Shares Redeemed

     798  

Payable due to Distributor

     25  

Payable due to Investment Adviser

     19  

Payable to Custodian

     14  

Payable for Printing Fees

     10  

Payable due to Transfer Agent

     7  

Payable for Professional Fees

     5  

Payable due to Administrator

     3  

Payable due to Trustees

     1  

Other Accrued Expenses

     2  
   

Total Liabilities

     884  

Net Assets

   $ 55,033  
   

Net Assets Consist of:

  

Paid-in Capital

   $ 59,343  

Total Accumulated Losses

     (4,310)  

Net Assets

   $ 55,033  
   

Net Asset Value, Offering and Redemption Price Per Share —
Institutional Class Shares ($30,874 ÷ 2,669,449 shares)(1)

   $ 11.57  
   

Net Asset Value, Offering and Redemption Price Per Share —
Investor Class Shares ($24,159 ÷ 2,098,342 shares)(1)

   $ 11.51  
   

 

(1)

Shares have not been rounded.

 

The accompanying notes are an integral part of the financial statements

10


Statement of Operations (000)

For the year ended October 31, 2022

 

 

     

LSV Global Value
Fund

 

 

Investment Income:

  

Dividend Income

   $ 2,099  

Interest Income

     3  

Foreign Taxes Withheld

     (121)  

Total Investment Income

     1,981  

Expenses:

  

Investment Advisory Fees

     396  

Distribution Fees - Investor Class

     78  

Administration Fees

     30  

Trustees’ Fees

     3  

Chief Compliance Officer Fees

     3  

Custodian Fees

     43  

Transfer Agent Fees

     40  

Registration and Filing Fees

     39  

Printing Fees

     10  

Professional Fees

     6  

Insurance and Other Fees

     11  

Total Expenses

     659  

Less: Waiver of Investment Advisory Fees

     (106)  

Net Expenses

     553  

Net Investment Income

     1,428  

Net Realized Gain on Investments

     833  

Net Realized Loss on Foreign Currency Transactions

     (58)  

Net Change in Unrealized Appreciation (Depreciation) on Investments

     (7,905)  

Net Change in Unrealized Appreciation (Depreciation) on Foreign Currency Translation

     (18)  

Net Realized and Unrealized Loss on Investments

     (7,148)  

Net Decrease in Net Assets Resulting from Operations

   $ (5,720)  
   

 

The accompanying notes are an integral part of the financial statements

11


Statements of Changes in Net Assets (000)

For the year ended October 31,

 

 

             LSV Global Value Fund          
      2022     2021  

Operations:

    

Net Investment Income

   $ 1,428     $ 239  

Net Realized Gain

     775       643  

Net Change in Unrealized Appreciation (Depreciation)

     (7,923     2,211  

Net Increase (Decrease) in Net Assets Resulting from Operations

     (5,720     3,093  

Distributions

    

Institutional Class Shares

     (271     (105

Investor Class Shares

     (778     (20

Total Distributions

     (1,049     (125

Capital Share Transactions:

    

Institutional Class Shares:

    

Issued

     21,804       4,982  

Reinvestment of Dividends and Distributions

     271       105  

Redeemed

     (2     (581

Net Increase from Institutional Class Shares Transactions

     22,073       4,506  

Investor Class Shares:

    

Issued

     4,633       39,631  

Reinvestment of Dividends and Distributions

     777       20  

Redeemed

     (17,085)       (1,716

Net Increase (Decrease) from Investor Class Shares Transactions

     (11,675     37,935  

Net Increase in Net Assets Derived from Capital Share Transactions

     10,398       42,441  

Total Increase in Net Assets

     3,629       45,409  

Net Assets:

    

Beginning of Year

     51,404       5,995  

End of Year

   $ 55,033     $ 51,404  
           

Shares Transactions:

    

Institutional Class:

    

Issued

     1,783       384  

Reinvestment of Dividends and Distributions

     20       9  

Redeemed

           (52

Total Institutional Class Share Transactions

     1,803       341  

Investor Class:

    

Issued

     368       3,031  

Reinvestment of Dividends and Distributions

     59       2  

Redeemed

     (1,346     (132

Total Investor Class Share Transactions

     (919     2,901  

Net Increase in Shares Outstanding

     884       3,242  
           

Amounts designated as “—” are $0 or have been rounded to zero.

 

The accompanying notes are an integral part of the financial statements

12


Financial Highlights

For a share outstanding throughout each year ended October 31,

 

 

                                                            Net
Asset
Value
Beginning
of Year
    Net
Investment
Income(1)
    Realized and
Unrealized
Gains
(Losses) on
Investments
    Total from
Operations
    Dividends
from Net
Investment
Income
    Distributions
from  Realized
Gains
    Total
Dividends
and
Distributions
    Net
Asset
Value
End of
Year
    Total
Return†
    Net
Assets
End of Year
(000)
    Ratio of
Expenses
to Average
Net Assets
    Ratio of
Expenses to
Average Net
Assets
(Excluding
Waivers,
Reimbursements
and Fees Paid
Indirectly)
    Ratio of
Net
Investment
Income to
Average
Net Assets
    Portfolio
Turnover
Rate
 

LSV Global Value Fund

 

                   

Institutional Class Shares

 

               

2022

  $ 13.26     $  0.37     $ (1.78   $ (1.41   $ (0.13   $ (0.15   $ (0.28   $ 11.57       (10.89)%     $ 30,874       0.90     1.10     3.01     21

2021

    9.35       0.28       3.84       4.12       (0.21     –         (0.21     13.26       44.51       11,486       0.90       2.07       2.21       29  

2020

    10.91       0.20       (1.51     (1.31     (0.25     –         (0.25     9.35       (12.43)       4,907       0.90       2.54       2.04       13  

2019

    10.65       0.26       0.47       0.73       (0.20     (0.27     (0.47     10.91       7.56       5,098       0.90       3.19       2.55       10  

2018

    11.54       0.23       (0.87     (0.64     (0.21     (0.04     (0.25     10.65       (5.79)       4,453       0.90       3.17       1.95       13  

Investor Class Shares

 

               

2022

  $ 13.23     $ 0.31     $ (1.76   $ (1.45   $ (0.12   $ (0.15   $ (0.27   $ 11.51       (11.21)%     $ 24,159       1.15     1.35     2.50     21

2021

    9.33       0.19       3.90       4.09       (0.19     –         (0.19     13.23       44.16       39,918       1.15       1.92       1.44       29  

2020

    10.89       0.18       (1.51     (1.33     (0.23     –         (0.23     9.33       (12.62)       1,088       1.15       2.80       1.85       13  

2019

    10.64       0.23       0.47       0.70       (0.18     (0.27     (0.45     10.89       7.23       967       1.15       3.47       2.24       10  

2018

    11.52       0.19       (0.85     (0.66     (0.18     (0.04     (0.22     10.64       (5.92)       524       1.15       3.43       1.66       13  

 

Total return would have been lower had the Adviser not waived a portion of its fee. Total returns shown do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares.

(1)

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

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

 

The accompanying notes are an integral part of the financial statements

13


Notes to Financial Statements

October 31, 2022

 

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 28 funds. The financial statements herein are those of the LSV Global Value Fund, a diversified Fund (the “Fund”). The Fund seeks long-term growth of capital by investing primarily in equity securities of companies located throughout the world. The Fund commenced operations on June 25, 2014, offering Institutional Class Shares and Investor Class Shares. The financial statements of the remaining funds of the Trust are not presented herein, but are presented separately. The assets of each fund are segregated, and a shareholder’s interest is limited to the fund in which shares are held.

2.  Significant Accounting Policies:

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

Use of Estimates — The preparation of financial statements, in conformity with U.S. generally accepted accounting principles (“U.S. GAAP”) requires management to make estimates and assumptions that affect the fair value of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of increases and decreases in net assets from operations during the reporting period. Actual results could differ from those estimates and such differences could be material.

Security Valuation — Securities listed on a securities exchange, market or automated quotation system for which quotations are readily available (except for securities traded on NASDAQ), including securities traded over the counter, are valued at the last quoted sale price on an exchange or market (foreign or domestic) on which they are traded on the valuation date (or at approximately 4:00 pm ET if a security’s primary exchange is normally open at that time), or, if there is no such reported sale on the valuation date, at the most recent quoted bid price. For securities traded on NASDAQ, the NASDAQ Official Closing Price will be used. The prices for foreign securities are reported in local currency and converted to U.S. dollars using currency exchange rates.

Securities for which market prices are not “readily available” are required to be fair valued under the 1940 Act.

In December 2020, the SEC adopted Rule 2a-5 under the 1940 Act, establishing requirements to determine fair value in good faith for purposes of the 1940 Act. The rule permits fund boards to designate a fund’s investment adviser to perform fair-value determinations, subject to board oversight and certain other conditions. The rule also defines when market quotations are “readily available” for purposes of the 1940 Act and requires a fund to fair value a portfolio investment when a market quotation is not readily available. The SEC also adopted new Rule 31a-4 under the 1940 Act, which sets forth recordkeeping requirements associated with fair-value determinations. The compliance date for Rule 2a-5 and Rule 31a-4 was September 8, 2022.

Effective September 8, 2022, and pursuant to the requirements of Rule 2a-5, the Trust’s Board of Trustees (the “Board”) designated the Adviser as the Board’s valuation designee to perform fair-value determinations for the Fund through a Fair Value Committee (the “Committee”) established by the Adviser and approved new Adviser Fair Value Procedures for the Fund. Prior to September 8, 2022, fair-value determinations were performed in accordance with the Trust’s Fair Value Procedures established by the Board and were implemented through a Fair Value Committee designated by the Board.

Some of the more common reasons that may necessitate that a security be valued using Fair Value Procedures include: the security’s trading has been halted or suspended; the security has been de-listed from a national exchange; the security’s primary trading market is temporarily closed at a time when under normal conditions it would be open; the security has not been traded for an extended period of time; the security’s primary pricing source is not able or willing to provide a price; or trading of the security is subject to local government-imposed restrictions. When a security is valued in accordance with the Fair Value Procedures, the Committee will determine the value after taking into consideration relevant information reasonably available to the Committee. As of October 31, 2022, the total market value of securities that were fair valued by the Committee were $0 (000) or 0.0% of Net Assets.

For securities that principally trade on a foreign market or exchange, a significant gap in time can exist between the time of a particular security’s last trade and the time at which the Fund calculates its net asset value. The closing prices of such securities may no longer reflect their market value at the time the Fund calculates net asset value if an event that could materially affect the value of those securities a (“Significant Event”) has occurred between the

 

 

14


Notes to Financial Statements

October 31, 2022

 

time of the security’s last close and the time that the Fund calculates net asset value. A Significant Event may relate to a single issuer or to an entire market sector. If the adviser of the Fund becomes aware of a Significant Event that has occurred with respect to a security or group of securities after the closing of the exchange or market on which the security or securities principally trade, but before the time at which the Fund calculates net asset value, it may request that a Committee meeting be called. In addition, the Fund’s administrator monitors price movements among certain selected indices, securities and/or baskets of securities that may be an indicator that the closing prices received earlier from foreign exchanges or markets may not reflect market value at the time the Fund calculates net asset value. If price movements in a monitored index or security exceed levels established by the administrator, the administrator notifies the adviser that such limits have been exceeded. In such event, the adviser makes the determination whether a Committee meeting should be called based on the information provided.

The Fund uses Intercontinental Exchange Data Pricing & Reference Data, LLC (“ICE”) as a third party fair valuation vendor when the fair value trigger is met. ICE provides a fair value for foreign securities in the Fund based on certain factors and methodologies (involving, generally, tracking valuation correlations between the U.S. market and each non-U.S. security) applied by ICE in the event that there is a movement in the U.S. market that exceeds a specific threshold established by the Committee. The Committee establishes a “confidence interval” which is used to determine the level of correlation between the value of a foreign security and movements in the U.S. market before a particular security is fair valued when the threshold is exceeded. In the event that the threshold established by the Committee is exceeded on a specific day, the Fund values its non-U.S. securities that exceed the applicable “confidence interval” based upon the fair values provided by ICE. In such event, it is not necessary to hold a Committee meeting. In the event that the Adviser believes that the fair values provided by ICE are not reliable, the Adviser contacts SEI Investments Global Fund Services (the “Administrator”) and may request that a meeting of the Committee be held. As of October 31, 2022, the total market value of securities were valued based on the fair value prices provided by ICE were $165 (000) or 0.3% of Net Assets.

In accordance with the authoritative guidance on fair value measurements and disclosure under U.S. GAAP, the Fund discloses fair value of its investments in a hierarchy that prioritizes the inputs to valuation techniques used to measure the fair value. The objective of a fair value measurement is to

 

determine the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (an exit price). Accordingly, the fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy are described below:

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

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

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

Investments are classified within the level of the lowest significant input considered in determining fair value. Investments classified within Level 3 whose fair value measurement considers several inputs may include Level 1 or Level 2 inputs as components of the overall fair value measurement.

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

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

 

 

15


Notes to Financial Statements

October 31, 2022

 

last three open tax year ends, as applicable), on-going analysis of and changes to tax laws, regulations and interpretations thereof.

As of and during the year ended October 31, 2022, the Fund did not have a liability for any unrecognized tax benefits. The Fund recognizes interest and penalties, if any, related to unrecognized tax benefits as income tax expense in the Statement of Operations. During the year October 31, 2022, the Fund did not incur any interest or penalties.

Security Transactions and Investment Income— Security transactions are accounted for on trade date for financial reporting purposes. Costs used in determining realized gains or losses on the sale of investment securities are based on the specific identification method. Dividend income is recorded on the ex-dividend date. Interest income is recognized on the accrual basis from settlement date. Certain dividends from foreign securities will be recorded as soon as the Fund is informed of the dividend if such information is obtained subsequent to the ex-dividend date.

Investments in Real Estate Investment Trusts (REITs)— With respect to the Fund, 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.

Repurchase Agreements— In connection with transactions involving repurchase agreements, a third party custodian bank takes possession of the underlying securities (“collateral”), the value of which exceeds the principal amount of the repurchase transaction, including accrued interest. Such collateral will be cash, debt securities issued or guaranteed by the U.S. Government, securities that at the time the repurchase agreement is entered into are rated in the highest category by a nationally recognized statistical rating organization (“NRSRO”) or unrated category by an NRSRO, as determined by the Adviser. Provisions of the repurchase agreements and procedures adopted by the Board require that the market value of the collateral, including accrued interest thereon, is sufficient in the event of default by the counterparty. In the event of default on the obligation to repurchase, the Fund has the right to liquidate the

collateral and apply the proceeds in satisfaction of the obligation. In the event of default or bankruptcy by the counterparty to the agreement, realization and/or retention of the collateral or proceeds may be subject to legal proceedings.

Repurchase agreements are entered into by the Fund under Master Repurchase Agreements (“MRA”) which permit the Fund, under certain circumstances including an event of default (such as bankruptcy or insolvency), to offset payables and/or receivables under the MRA with collateral held and/ or posted to the counterparty and create one single net payment due to or from the Fund.

At October 31, 2022, the open repurchase agreement by counterparty which is subject to a MRA on a net payment basis is as follows (000):

 

Counterparty   Repurchase
Agreement
 

Fair

Value of
Non-Cash
Collateral
Received(1)

  Cash
Collateral
Received(1)
  Net Amount(2)

South Street Securities

  $               46   $               46   $                   -     $               -  

(1) The amount of collateral reflected in the table does not include any over-collateralization received by the Fund.

(2) Net amount represents the net amount receivable due from the counterparty in the event of default.

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

Expenses— Expenses that are directly related to the Fund are charged to the Fund. Other operating expenses of the Trust are prorated to the Fund based on the number of funds and/or average daily net assets.

 

 

16


Notes to Financial Statements

October 31, 2022

 

Classes— Class specific expenses are borne by that class of shares. Income, realized and unrealized gains and losses and non-class specific expenses are allocated to the respective class on the basis of average daily net assets.

Dividends and Distributions to Shareholders— Dividends from net investment income, if any, are declared and paid to shareholders annually. Any net realized capital gains are distributed to shareholders at least annually.

 

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 for serving as officers of the Trust other than the Chief Compliance Officer (“CCO”) as described below.

A portion of the services provided by the CCO and his staff, whom are employees of the Administrator, are paid for by the Trust as incurred. The services include regulatory oversight of the Trust’s Advisors and service providers as required by SEC regulations. The CCO’s services have been approved by and reviewed by the Board.

 

4.

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

The Fund, along with other series of the Trust advised by LSV Asset Management (the “Adviser”), and the Administrator are parties to an Administration Agreement, under which the Administrator provides administrative services to the Fund. For these services, the Administrator is paid an asset based fee, subject to certain minimums, which will vary depending on the number of share classes and the average daily net assets of the Fund. For the year ended October 31, 2022, the Fund incurred $29,664 for these services.

The Trust and Distributor are parties to a Distribution Agreement dated November 14, 1991, as Amended and Restated November 14, 2005. The Distributor receives no fees for its distribution services under this agreement.

The Fund has adopted a distribution plan under the Rule 12b-1 under the 1940 Act for Investor Class Shares that allows the Fund to pay distribution and service fees for the sale and distribution of its shares, and for services provided to shareholders. The maximum annual distribution fee for Investor Class Shares of the Fund is 0.25% annually of the average daily net assets. For the year ended October 31, 2022, the Fund incurred $78,087 of distribution fees.

DST Systems, Inc. serves as the transfer agent and dividend disbursing agent for the Fund under a transfer agency agreement with the Trust. During the year ended October 31, 2022, the Fund earned $92 in cash management credits which were used to offset transfer agent expenses.

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

 

5.

Investment Advisory Agreement:

The Trust and the Adviser are parties to an Investment Advisory Agreement, under which the Adviser receives an annual fee equal to 0.75% of the Fund’s average daily net assets. The Adviser has contractually agreed to waive its fee (excluding interest, taxes, brokerage commissions, acquired fund fees and expenses, and extraordinary expenses) in order to limit the Fund’s total operating expenses after fee waivers and/or expense reimbursements to a maximum of 0.90% and 1.15% of the Fund’s Institutional Class and Investor Class Shares’ average daily net assets, respectively, through February 28, 2023. Refer to waiver of investment advisory fees on the Statement of Operations for fees waived for the year ended October 31, 2022.

 

6.

Investment Transactions:

The cost of security purchases and the proceeds from security sales, other than short-term investments, for the year ended October 31, 2022, were as follows (000):

 

Purchases

   $     22,670  

Sales

   $     10,819  

 

7.

Federal Tax Information:

The amount and character of income and capital gain distributions to be paid, if any, are determined in accordance with Federal income tax regulations, which may differ from U.S. GAAP. As a result, net investment income (loss) and net realized gain (loss) on investment transactions for a reporting period may differ significantly from distributions during such period. These book/tax differences may be temporary or permanent.

The permanent differences primarily consist of foreign currency translations, investments in passive foreign investment companies (PFICs) and reclassification of long term capital gain distribution on REITs. There are no permanent differences that are credited or charged to Paid-in Capital and Distributable Earnings as of October 31, 2022.

 

 

17


Notes to Financial Statements

October 31, 2022

 

The tax character of dividends and distributions paid during the years ended October 31, 2022 and 2021 was as follows (000):

 

             Ordinary        
Income
     Long-Term
    Capital Gain    
         Total      

2022

   $ 534      $ 515      $ 1,049  

2021

     125               125  

As of October 31, 2022, the components of distributable earnings (accumulated losses) on a tax basis were as follows (000):

 

Undistributed Ordinary Income

   $         1,544  

Undistributed Long-Term Capital Gain

     451  

Unrealized Depreciation

     (6,305
  

 

 

 

Total Accumulated Losses

   $ (4,310
  

 

 

 

Capital loss carryforward rules allow a Registered Investment Company (“RIC”) to carry forward capital losses indefinitely and to retain the character of capital loss carryforwards as short-term or long-term. The Fund has no short-term or long-term capital loss carryforwards, at October 31, 2022. During the year end October 31, 2022, $0 (000) of capital loss carryforwards were utilized to offset capital gains.

The total cost of securities for Federal income tax purposes and the aggregate gross unrealized appreciation and depreciation on investments held by the Fund at October 31, 2022, were as follows (000):

 

Federal
    Tax Cost    
  Aggregated
Gross
Unrealized
  Appreciation  
  Aggregated
Gross
Unrealized
  Depreciation  
  Net
Unrealized
  Depreciation  
$    61,794   $    2,957   $     (9,262)   $     (6,305)

8.   Concentration of Risks:

Equity Risk — Since the Fund purchases equity securities, the Fund is subject to the risk that stock prices will 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.

Foreign Company Risk — Investing in foreign companies, including direct investments and through Depositary Receipts, poses additional risks since political and economic events unique to a country or region will affect those markets and their issuers. These risks will not necessarily

affect the U.S. economy or similar issuers located in the United States. In addition, investments in foreign companies are generally denominated in a foreign currency, the value of which may be influenced by currency exchange rates and exchange control regulations. Changes in the value of a currency compared to the U.S. dollar may affect (positively or negatively) the value of the Fund’s investments. These currency movements may occur separately from, and in response to, events that do not otherwise affect the value of the security in the issuer’s home country. Securities of foreign companies may not be registered with the U.S. Securities and Exchange Commission (the “SEC”) and foreign companies are generally not subject to the regulatory controls imposed on U.S. issuers and, as a consequence, there is generally less publicly available information about foreign securities than is available about domestic securities. Income from foreign securities owned by the Fund may be reduced by a withholding tax at the source, which tax would reduce income received from the securities comprising the portfolio. Foreign securities may also be more difficult to value than securities of U.S. issuers. While Depositary Receipts provide an alternative to directly purchasing the underlying foreign securities in their respective national markets and currencies, investments in Depositary Receipts continue to be subject to many of the risks associated with investing directly in foreign securities.

Emerging Market Risk — Investments in emerging markets securities are considered speculative and subject to heightened risks in addition to the general risks of investing in foreign securities. Unlike more established markets, emerging markets may have governments that are less stable, markets that are less liquid and economies that are less developed. In addition, the securities markets of emerging market countries may consist of companies with smaller market capitalizations and may suffer periods of relative illiquidity; significant price volatility; restrictions on foreign investment; and possible restrictions on repatriation of investment income and capital. Furthermore, foreign investors may be required to register the proceeds of sales, and future economic or political crises could lead to price controls, forced mergers, expropriation or confiscatory taxation, seizure, nationalization or creation of government monopolies.

Risk of Investing in Russia — Russia’s military invasion of Ukraine in February 2022, the resulting responses by the United States and other

 

 

18


Notes to Financial Statements

October 31, 2022

 

countries, and the potential for wider conflict have had, and could continue to have, severe adverse effects on regional and global economies and could further increase volatility and uncertainty in the financial markets. The United States and other countries have imposed broad-ranging economic sanctions on Russia and certain Russian individuals, banking entities and corporations as a response to its invasion of Ukraine.

The United States and other countries have also imposed economic sanctions on Belarus and may impose sanctions on other countries that provide military or economic support to Russia. These sanctions, as well as any other economic consequences related to the invasion, such as additional sanctions, boycotts or changes in consumer or purchaser preferences or cyberattacks on governments, companies or individuals, may further decrease the value and liquidity of certain Russian securities and securities of issuers in other countries that are subject to economic sanctions related to the invasion. To the extent that a Fund has exposure to Russian investments or investments in countries affected by the invasion, the Fund’s ability to price, buy, sell, receive or deliver such investments may be impaired. In addition, any exposure that a Fund may have to counterparties in Russia or in countries affected by the invasion could negatively impact the Fund’s investments. The extent and duration of military actions and the repercussions of such actions (including any retaliatory actions or countermeasures that may be taken by those subject to sanctions) are impossible to predict. These events have resulted in, and could continue to result in, significant market disruptions, including in certain industries or sectors such as the oil and natural gas markets, and may further strain global supply chains and negatively affect inflation and global growth. These and any related events could significantly impact a Fund’s performance and the value of an investment in a Fund beyond any direct exposure a Fund may have to Russian issuers or issuers in other countries affected by the invasion.

Currency Risk — As a result of the Fund’s investments in securities or other investments denominated in, and/or receiving revenues in, foreign currencies, the Fund will be subject to currency risk. Currency risk is the risk that foreign currencies will decline in value relative to the U.S. dollar, in which case, the dollar value of an investment in the Fund would be adversely affected.

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

Medium and Smaller Capitalization Risk — The medium- and smaller-capitalization companies in which the Fund may invest may be more vulnerable to adverse business or economic events than larger, more established companies. In particular, investments in these medium- and 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, medium- and small-capitalization stocks may be more volatile than those of larger companies. These securities may be traded over-the-counter or listed on an exchange.

Style Risk — Since the Fund pursues a “value style” of investing, if the Adviser’s assessment of market conditions, or a company’s value or prospects for exceeding earnings expectations is wrong, the Fund could suffer losses or produce poor performance relative to other funds. In addition, “value stocks” can continue to be undervalued by the market for long periods of time.

9.  Other:

At October 31, 2022, 92% of total shares outstanding for the Institutional Class Shares were held by three record shareholders each owning 10% or greater of the aggregate total shares outstanding. At October 31, 2022, 94% of total shares outstanding for the Investor Class Shares were held by one record shareholder owning 10% or greater of the aggregate total shares outstanding. These were comprised mostly of omnibus

 

 

19


Notes to Financial Statements

October 31, 2022

 

accounts which were held on behalf of various individual shareholders.

10. Indemnifications:

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

11. Subsequent Events:

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

 

 

20


Report of Independent Registered Public Accounting Firm

To the Board of Trustees of The Advisors’ Inner Circle Fund and the Shareholders of LSV Global Value Fund

Opinion on the Financial Statements

We have audited the accompanying statement of assets and liabilities of LSV Global Value Fund (the “Fund”) (one of the series constituting The Advisors’ Inner Circle Fund (the “Trust”)), including the schedule of investments, as of October 31, 2022, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, the financial highlights for each of the five years in the period then ended and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Fund (one of the series constituting The Advisors’ Inner Circle Fund) at October 31, 2022, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and its financial highlights for each of the five years in the period then ended, in conformity with U.S. generally accepted accounting principles.

Basis for Opinion

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

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

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of October 31, 2022, by correspondence with the custodian and brokers; when replies were not received from brokers, we performed other auditing procedures. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

 

LOGO

We have served as the auditor of one or more LSV Asset Management investment companies since 2005.

Philadelphia, Pennsylvania

December 23, 2022

 

21


Disclosure of Fund Expenses (Unaudited)

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

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

The following examples use the expense ratio and are intended to help you understand the ongoing costs (in dollars) of investing in your Fund and to compare these costs with those of other mutual funds. The examples are based on an investment of $1,000 made at the beginning of the period and held for the entire period from May 1, 2022 to October 31, 2022.

The table below illustrates your Fund’s costs in two ways:

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

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

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

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

 

     Beginning
Account
Value
05/01/22
     Ending
Account
Value
10/31/22
     Annualized
Expense
Ratios
    Expenses    
Paid    
During    
Period*    
 

 

LSV Global Value Fund

 

                                  

Actual Fund Return

          

Institutional Class Shares

   $ 1,000.00      $ 927.80        0.90   $ 4.37      

Investor Class Shares

     1,000.00        926.00        1.15       5.58      

Hypothetical 5% Return

          

Institutional Class Shares

   $ 1,000.00      $ 1,020.67        0.90   $ 4.58      

Investor Class Shares

     1,000.00        1,019.41        1.15       5.85      

 

*

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

 

22


Review of Liquidity Risk Management Program (Unaudited)

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

At a meeting of the Board held on May 24, 2022, the Trustees received a report from the Program Administrator addressing the operations of the Program and assessing its adequacy and effectiveness of implementation for the period from January 1, 2021 through December 31, 2021. The Program Administrator’s report included an assessment of how market conditions caused by the COVID-19 pandemic impacted the Funds’ liquidity risk during the period covered by the report. The Program Administrator’s report noted that the Program Administrator had determined that the Program is reasonably designed to assess and manage each Fund’s liquidity risk and has operated adequately and effectively to manage each Fund’s liquidity risk during the period covered by the report. The Program Administrator’s report noted that during the period covered by the report, there were no liquidity events that impacted the Funds or their ability to timely meet redemptions without dilution to existing shareholders. The Program Administrator’s report further noted that no material changes have been made to the Program during the period covered by the report.

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

 

23


Trustees And Officers Of The Advisors’ Inner Circle Fund (Unaudited)

Set forth below are the names, ages, position with the Trust, term of office, length of time served and the principal occupations for the last five years of each of the persons currently serving as Trustees and Officers of the Trust. Trustees who are deemed not to be “interested persons” of the Trust are referred to as “Independent Board Members.” Messrs. Nesher and Klauder are 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 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 888-Fund-LSV. The following chart lists Trustees and Officers as of October 31, 2022.

 

Name and

Year of Birth

 

Position with

Trust and Length

of Time Served1

 

Principal Occupation

in the Past Five Years

 

Other Directorships

Held in the Past Five Years2

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

Current Directorships: Trustee of The Advisors’ Inner Circle Fund II, Bishop Street Funds, Frost Family of Funds, Catholic Responsible Investments Funds, SEI Daily Income Trust, SEI Institutional International Trust, SEI Institutional Investments Trust, SEI Institutional Managed Trust, SEI Asset Allocation Trust, SEI Tax Exempt Trust, Adviser Managed Trust, New Covenant Funds, SEI Insurance Products Trust and SEI Catholic Values Trust. Director of SEI Structured Credit Fund, LP, SEI Global Master Fund plc, SEI Global Assets Fund plc, SEI Global Investments Fund plc, SEI Investments—Global Funds Services, Limited, SEI Investments Global, Limited, SEI Investments (Europe) Ltd., SEI Investments—Unit Trust Management (UK) Limited, SEI Multi-Strategy Funds PLC and SEI Global Nominee Ltd.

 

Former Directorships: Trustee of The KP Funds to 2021. Trustee of SEI Liquid Asset Trust to 2016.

 

N. Jeffrey Klauder
(Born: 1952)
  Trustee
(since 2018)
  Senior Advisor of SEI Investments since 2018. Executive Vice President and General Counsel of SEI Investments, 2004 to 2018.  

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

 

Former Directorships: Trustee of The KP Funds to 2021. Trustee of SEI Investments Management Corporation, SEI Trust Company, SEI Investments (South Africa), Limited and SEI Investments (Canada) Company to 2018.

 

1

Each Trustee shall hold office during the lifetime of this Trust until the election and qualification of his or her successor, or until he or she sooner dies, resigns, or is removed in accordance with the Trust’s Declaration of Trust.

2

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

3

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

4

Trustees oversee 28 funds in The Advisors’ Inner Circle Fund.

 

24


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

in the Past Five Years

 

Other Directorships

Held in the Past Five Years2

INDEPENDENT

TRUSTEES3

           

Joseph T. Grause, Jr.

(Born: 1952)

  Trustee
(Since 2011)
Lead Independent
Trustee
(since 2018)
  Self-Employed Consultant since 2012. Director of Endowments and Foundations, Morningstar Investment Management, Morningstar, Inc., 2010 to 2011. Director of International Consulting and Chief Executive Officer of Morningstar Associates Europe Limited, Morningstar, Inc., 2007 to 2010. Country Manager – Morningstar UK Limited, Morningstar, Inc., 2005 to 2007.  

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

 

Former Directorships: Trustee of The KP Funds to 2021. Director of The Korea Fund, Inc. to 2019.

Mitchell A. Johnson

(Born: 1942)

  Trustee
(since 2005)
  Retired. Private investor since 1994.  

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

 

Former Directorships: Trustee of The KP Funds to 2021. Trustee of SEI Liquid Asset Trust to 2016.

Betty L. Krikorian

(Born: 1943)

  Trustee
(since 2005)
  Vice President, Compliance, AARP Financial Inc., from 2008 to 2010. Self- Employed Legal and Financial Services Consultant since 2003. Counsel (in- house) for State Street Bank from 1995 to 2003.  

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

 

Former Directorships: Trustee of The KP Funds to 2021.

Robert Mulhall

(Born: 1958)

 

Trustee

(since 2019)

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

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

 

Former Directorships: Trustee of The KP Funds to 2021. Trustee of Villanova University Alumni Board of Directors to 2018.

Bruce R. Speca (Born: 1956)  

Trustee

(since 2011)

  Global Head of Asset Allocation, Manulife Asset Management (subsidiary II, Bishop Street Funds, Frost Family of Funds and Catholic of Manulife Financial), 2010 to 2011. Executive Vice President – Investment Management Services, John Hancock Financial Services (subsidiary of Manulife Financial), 2003 to 2010.  

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

 

Former Directorships: Trustee of The KP Funds to 2021.

 

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 28 funds in The Advisors’ Inner Circle Fund.

 

25


Trustees And Officers Of The Advisors’ Inner Circle Fund (Unaudited)

 

Name and

Year of Birth

  

Position with
Trust

and Length of
Time Served

  

Principal Occupation

in the Past Five Years

  

Other Directorships

Held in the Past Five Years

OFFICERS               
Michael Beattie (Born: 1965)    President
(since 2011)
   Director of Client Service, SEI Investments, since 2004.   

None.

James Bernstein

(Born: 1962)

   Vice President and Assistant Secretary
(since 2017)
  

Attorney, SEI Investments, since 2017.

 

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

 

  

None.

John Bourgeois

(Born: 1973)

   Assistant Treasurer (since 2017)    Fund Accounting Manager, SEI Investments, since 2000.   

None.

Russell Emery

(Born: 1962)

   Chief Compliance Officer
(since 2006)
   Chief Compliance Officer of SEI Structured Credit Fund, LP since 2007. Chief Compliance Officer of The Advisors’ Inner Circle Fund II, Bishop Street Funds, Frost Family of Funds, Catholic Responsible Investments Funds, The Advisors’ Inner Circle Fund III, Gallery Trust, Schroder Series Trust, Schroder Global Series Trust, Delaware Wilshire Private Markets Master Fund, Delaware Wilshire Private Markets Fund, Delaware Wilshire Private Markets Tender Fund, SEI Institutional Managed Trust, SEI Asset Allocation Trust, SEI Institutional International Trust, SEI Institutional Investments Trust, SEI Daily Income Trust, SEI Tax Exempt Trust, Adviser Managed Trust, New Covenant Funds, SEI Insurance Products Trust and SEI Catholic Values Trust. Chief Compliance Officer of O’Connor EQUUS (closed- end investment company) to 2016. Chief Compliance Officer of SEI Liquid Asset Trust to 2016. Chief Compliance Officer of Winton Series Trust to 2017. Chief Compliance Officer of Winton Diversified Opportunities Fund (closed- end investment company) to 2018. Chief Compliance Officer of The KP Funds to 2021.   

None.

 

26


Trustees And Officers Of The Advisors’ Inner Circle Fund (Unaudited)

 

 

Name and

Year of Birth

 

Position with

Trust

and Length of

Time Served

 

Principal Occupation

in the Past Five Years

 

Other Directorships

Held in the Past Five Years

OFFICERS (continued)    

Eric C. Griffith

(Born: 1969)

  Vice President and Assistant Secretary
(since 2019)
 

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

 

 

None.

Matthew M. Maher

(Born: 1975)

 

Vice President (since 2018)

 

Secretary
(since 2020)

 

 

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

 

 

None.

Andrew Metzger

(Born: 1980)

  Treasurer, Controller and Chief Financial Officer
(since 2021)
 

Director of Fund Accounting, SEI Investments, since 2020. Senior Director, Embark, from 2019 to 2020. Senior Manager, PricewaterhouseCoopers LLP, from 2002 to 2019.

 

 

None.

Robert Morrow

(Born: 1968)

  Vice President
(since 2017)
 

Account Manager, SEI Investments, since 2007.

 

 

None.

Alexander F. Smith

(Born: 1977)

  Vice President and Assistant Secretary
(since 2020)
 

Counsel at SEI Investments since 2020. Associate Counsel & Manager, Vanguard, 2012 to 2020. Attorney, Stradley Ronon Stevens & Young, LLP, 2008 to 2012.

 

 

None.

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 2011 to 2015. Investor Services Team Lead, Morgan Stanley Alternative Investment Partners, from 2007 to 2011.

 

 

None.

 

27


NOTICE TO SHAREHOLDERS

OF

LSV GLOBAL VALUE FUND

(Unaudited)

For shareholders that do not have an October 31, 2022 tax year end, this notice is for informational purposes only. For shareholders with an October 31, 2022 tax year end, please consult your tax advisor as to the pertinence of this notice. For the fiscal year ended October 31, 2022, the Fund is designating the following items with regard to distributions paid during the year.

 

Long-Term

Capital Gain

Distribution

   Ordinary
Income
Distributions
  Total
Distribu-
tions
  Qualifying
For
Corporate
Dividends
Receivable
Deduction (1)
  Qualifying
Dividend
Income (2)
  U.S.
Government
Interest (3)
  Interest
Related
Dividends(4)
  Short-Term
Capital Gain
Dividends (5)
  Qualifying
Dividend
Income (6)
      49.09%    50.91%   100.00%   55.49%   96.41%   0.00%   0.00%   100.00%   0.36%

 

(1)

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

 

(2)

The percentage in this column represents the amount of “Qualifying Dividend Income” as created by the Jobs and Growth Tax Relief Reconciliation Act of 2003 and is reflected as a percentage of ordinary income distributions (the total of short-term capital gain and net investment income distributions). It is the intention of the aforementioned Fund to designate the maximum amount permitted by the 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 distributions. Generally, interest from direct U.S. Government obligations is exempt from state income tax. However, for shareholders of the Advisors’ Inner Circle Fund-LSV Global Value Fund 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 Dividend” is reflected as a percentage of ordinary income distribution. Interest related dividends is exempted from U.S. withholding tax when paid to foreign investors.

 

(5)

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

 

(6)

The percentage of this column represents that amount of ordinary dividend income that qualified for 20% Business Income Deduction.

The information reported herein may differ from the information and distributions taxable to the shareholders for the calendar year ending December 31, 2022. Complete information will be computed and reported in conjunction with your 2022 Form 1099-DIV.

 

28


Notes


  

 

  

         

  

 

  

                   
     

 

Trust:

The Advisors’ Inner Circle Fund

 

Fund:

LSV Global Value Fund

 

Adviser:

LSV Asset Management

 

Distributor:

SEI Investments Distribution Co.

 

Administrator:

SEI Investments Global Fund Services

 

Legal Counsel:

Morgan, Lewis & Bockius LLP

 

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

 

A description of the policies and procedures that the Fund uses to determine how to vote proxies relating to Fund securities, as well as information relating to how a Fund voted proxies relating to fund securities during the most recent 12-month period ended June 30, is available (i) without charge, upon request, by calling 1-888-386-3578; and (ii) on the SEC’s website at http://www.sec.gov.

 

LSV-AR-008-0900

 

                  
                     
                     


Item 2. Code of Ethics.

The Registrant (also referred to as the “Trust”) has adopted a code of ethics that applies to the Registrant’s principal executive officer, principal financial officer, controller or principal accounting officer, and any person who performs a similar function. There have been no amendments to or waivers granted to this code of ethics during the period covered by this report.

Item 3. Audit Committee Financial Expert.

(a)(1) The Registrant’s board of trustees has determined that the Registrant has at least one audit committee financial expert serving on the audit committee.

(a)(2) The audit committee financial expert is Robert Mulhall. Mr. Mulhall is considered to be “independent,” as that term is defined in Form N-CSR Item 3(a)(2).

Item 4. Principal Accountant Fees and Services.

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

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

 

     2022     2021  
          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)    $ 72,710       None        None     $ 104,400       None        None  

(b)

   Audit-Related Fees      None       None        None       None       None        None  

(c)

   Tax Fees    $ 10,000 (2)      None      $ 256,295 (4)    $ 10,000 (2)      None      $ 150,670 (4) 

(d)

   All Other Fees      None       None      $ 86,500 (5)      None       None      $ 385,179 (5) 


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

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

 

     2022      2021  
          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)    $ 529,590       None        None      $ 719,590        None        None  

(b)

   Audit-Related Fees    $ 10,000 (6)      None        None        None        None        None  

(c)

   Tax Fees    $ 2,000 (3)      None        None        None        None        None  

(d)

   All Other Fees      None       None        None        None        None        None  

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

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

 

     2022      2021  
          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)    $ 61,000        None        None      $ 77,300        None        None  

(b)

   Audit-Related Fees      None        None        None        None        None        None  

(c)

   Tax Fees      None        None        None        None        None        None  

(d)

   All Other Fees      None        None        None        None        None        None  


Notes:

 

(1)

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

(2)

Final tax compliance services provided to McKee International Equity Portfolio.

(3)

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

(4)

Tax compliance services provided to service affiliates of the funds.

(5)

Non-audit assurance engagements for service affiliates of the funds.

(6)

Fees related to consents for Cambiar N-14 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 adviser, or applicable control affiliate (except that matters as to which an engagement letter would be impractical because of timing issues or because the matter is small may not be the subject of an engagement letter) that sets forth both the services to be provided by the independent auditor and the total fees to be paid to the independent auditor for those services.


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

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

 

     2022      2021  

Audit-Related Fees

     None        None  

Tax Fees

     None        None  

All Other Fees

     None        None  

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

 

     2022      2021  

Audit-Related Fees

     None        None  

Tax Fees

     None        None  

All Other Fees

     None        None  

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

 

     2022      2021  

Audit-Related Fees

     None        None  

Tax Fees

     None        None  

All Other Fees

     None        None  

(f) Not applicable.

(g) The aggregate non-audit fees and services billed by PwC for services rendered to the Registrant, and rendered to the Registrant’s investment adviser (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser), and any entity controlling, controlled by, or under common control with the adviser that provides ongoing services to the Registrant for the last two fiscal-years-ended October 31st were $342,795 and $535,849 for 2022 and 2021, respectively.

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


adviser that provides ongoing services to the Registrant for the last two fiscal-years-ended October 31st were $2,000 and $0 for 2022 and 2021, respectively.

(g) The aggregate non-audit fees and services billed by BBD for services rendered to the Registrant, and rendered to the Registrant’s investment adviser (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser), and any entity controlling, controlled by, or under common control with the adviser that provides ongoing services to the Registrant for the last two fiscal-years-ended October 31st were $0 and $0 for 2022 and 2021, respectively.

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

(i) Not applicable. The Registrant has not retained, for the preparation of the audit report on the financial statements included in the Form N-CSR, a registered public accounting firm that has a branch or office that is located in a foreign jurisdiction and that the Public Company Accounting Oversight Board (the “PCAOB”) has determined that the PCAOB is unable to inspect or investigate completely because of a position taken by an authority in the foreign jurisdiction.

(j) Not applicable. The Registrant is not a “foreign issuer,” as defined in 17 CFR 240.3b-4.

Item 5. Audit Committee of Listed Registrants.

Not applicable to open-end management investment companies.

Item 6. Schedule of Investments.

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

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

Not applicable to open-end management investment companies.

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

Not applicable to open-end management investment companies.

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

Not applicable to open-end management investment companies.

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

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

Item 11. Controls and Procedures.


(a) The Registrant’s principal executive and principal financial officers, or persons performing similar functions, have concluded that the Registrant’s disclosure controls and procedures, as defined in Rule 30a-3(c) under the Act (17 CFR § 270.30a-3(c)), as of a date within 90 days of the filing date of the report, are effective based on the evaluation of these controls and procedures required by Rule 30a-3(b) under the Act (17 CFR § 270.30a-3(b)) and Rule 13a-15(b) or Rule 15d-15(b) under the Exchange Act, as amended (17 CFR § 240.13a-15(b) or § 240.15d-15(b)).

(b) There has been no change in the Registrant’s internal control over financial reporting (as defined in Rule 30a-3(d) under the Act (17 CFR § 270.3a-3(d)) that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting.

Item 12. Disclosure of Securities Lending Activities for Closed-End Management Investment Companies.

Not applicable to open-end management investment companies.

Item  13. Exhibits.

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

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

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


SIGNATURES

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

 

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

/s/ Michael Beattie

      Michael Beattie, President
Date: January 6, 2023      

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 6, 2023      
By (Signature and Title)      

/s/ Andrew Metzger

      Andrew Metzger,
      Treasurer, Controller, and CFO
Date: January 6, 2023