N-CSR 1 d379908dncsr.htm AIC LSV EMERGING MARKETS AIC LSV Emerging Markets

 

 

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

Emerging Markets Equity 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 Emerging Markets Equity Fund, the benchmark MSCI Emerging Markets Index and the MSCI Emerging Markets Value Index for the trailing periods ending October 31, 2022 were as follows:

 

           One Year         Three Year           Since Inception    
LSV Emerging Markets Equity Fund, Institutional Class Shares*    -21.97%   -0.95%   -0.02%

Benchmark:

      
MSCI Emerging Markets    -31.03%   -4.42%   -2.12%

Value Benchmark:

      
MSCI Emerging Markets Value    -25.21%   -4.23%   -3.11%

* Year Ended October 31, 2022.    

Institutional Class Shares performance as of 9/30/22: -23.74% (1-year), -0.07% (3 Year) and -0.24% (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). Inception date 1/18/2019.

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 Emerging Markets Index was down 31.03% (in USD). From a style perspective, emerging markets value stocks (as measured by the MSCI Indices) outperformed growth amidst the market volatility—the MSCI Emerging Markets Value Index was down 25.21% while the MSCI Emerging Markets Growth Index was down 36.11% (both in USD). The LSV Emerging Markets Equity Fund, Institutional Class Shares, was down 21.97% for the period. From a sector perspective, Utilities, Financials and Industrials stocks outperformed while the Consumer Discretionary, Communication Services and Real Estate 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 Information Technology, Consumer Discretionary and Financials sectors—holdings within the Semiconductors, Automobile Manufacturers and Diversified Banks industries performed particularly well. Within Consumer Discretionary, not owning expensive names in the Internet & Direct Marketing Retail 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 Consumer Discretionary sectors. Top contributors included our overweight positions in Banco do Brasil, EDP Energias do Brasil, Sisecam, Hindustan Aeronautics and Shougang Fushan Resources. Our underweight to Alibaba as well as not owning Tencent, Taiwan Semiconductor, Sberbank, Meituan and NIO also added value. The main individual detractors included not owning Petrobras, Reliance Industries, ICICI Bank and Itaú Unibanco. Overweight positions in Lukoil,

 

1


LOGO

MANAGER’S DISCUSSION AND ANALYSIS OF FUND PERFORMANCE

(Unaudited)

MTS, China Yongda Automobile, Nornickel, SITC International, Country Garden Holdings, Powerlong Real Estate and Agile Group.

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 6.3x forward earnings compared to 11.4x for the MSCI Emerging Markets Index, 0.8x book value compared to 1.5x for the MSCI Emerging Markets Index and 4.1x cash flow compared to 7.9x for the MSCI Emerging Markets Index. Sector weightings are a result of our bottom-up stock selection process, subject to constraints at the sector and industry levels. The Fund is currently overweight Industrials, Energy and Utilities while underweight the Consumer Discretionary, Communication Services and Materials sectors.

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 Emerging Markets Index is a market capitalization weighted index designed to provide a broad measure of equity-market performance throughout the emerging markets.

The MSCI Emerging Markets Value Index captures large and mid-cap securities exhibiting overall value style characteristics across the emerging markets.

The MSCI Emerging Markets Growth Index captures large and mid-cap securities exhibiting overall growth style characteristics across the emerging markets.

The MSCI Emerging Markets Small Cap Index is an index designed to provide a broad measure of performance throughout the emerging markets of companies with small market capitalization.

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 a $100,000 Investment in the

LSV Emerging Markets Equity Fund, Institutional Class Shares, versus the MSCI Emerging Markets Index

 

 

 

    

Average Annual Total Return

for the period ended October 31, 2022

 
     One Year Return     Three Year Return     Annualized
Inception to Date(1)
 

LSV Emerging Markets Equity Fund, Institutional Class Shares  

    -21.97     -0.95       -0.02

LSV Emerging Markets Equity Fund, Investor Class Shares(2)  

    -22.18     -1.20       -0.20

MSCI Emerging Markets Index  

    -31.03     -4.42       -2.12

 

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 Emerging Markets Equity Fund Commenced operations on January 17, 2019.

 

(2)

Investor Class Shares commenced operations on January 17, 2019. Institutional Class Shares’ performance was adjusted to reflect the 12b-1 fees applicable to the Investor Class Shares.

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

        
             Shares         Value (000)  

Foreign Common Stock (94.4%)

 

Brazil (5.3%)

 

Banco do Brasil

     24,300     $ 174  

Camil Alimentos

     44,100       87  

EDP - Energias do Brasil

     22,900       102  

JBS

     35,400       171  

Qualicorp Consultoria e Corretora de Seguros

     3,000       5  

Telefonica Brasil

     9,200       74  

Vale

     16,500       214  

Vibra Energia

     15,100       53  
    

 

 

 
       880  
    

 

 

 

Chile (1.3%)

 

Cencosud

     83,100       112  

Cia Cervecerias Unidas

     10,300       56  

Vina Concha y Toro

     44,300       50  
    

 

 

 
       218  
    

 

 

 

China (2.4%)

 

China CITIC Bank, Cl H

     263,000       98  

Haier Smart Home, Cl H

     15,800       40  

Kunlun Energy

     92,000       55  

Powerlong Real Estate Holdings

     92,000       8  

Shanghai Pharmaceuticals Holding, Cl H

     36,000       49  

Shenzhen Expressway, Cl H

     64,000       46  

Sinotrans, Cl H

     215,000       52  

Vipshop Holdings ADR*

     7,300       51  
    

 

 

 
       399  
    

 

 

 

Czech Republic (0.2%)

 

Philip Morris CR

     40       27  
    

 

 

 
LSV Emerging Markets Equity Fund         
         Shares         Value (000)  

Egypt (0.4%)

 

Eastern SAE

     62,000     $ 30  

ElSewedy Electric

     121,500       43  
    

 

 

 
       73  
    

 

 

 

Greece (0.3%)

 

Motor Oil Hellas Corinth Refineries

  

 

2,700

 

 

 

46

 

    

 

 

 

Hong Kong (23.3%)

 

3SBio

     89,000       63  

Agile Group Holdings

     82,000       16  

Alibaba Group Holding*

     13,400       105  

Anhui Conch Cement, Cl H

     12,500       32  

Asia Cement China Holdings

     85,000       30  

BAIC Motor, Cl H

     305,500       68  

Baidu, Cl A*

     6,240       60  

Bank of China, Cl H

     762,000       245  

Bank of Communications, Cl H

     208,000       101  

Beijing Enterprises Holdings

     22,500       57  

China BlueChemical

     214,000       41  

China Coal Energy, Cl H

     84,000       62  

China Everbright

     64,000       34  

China Everbright Bank, Cl H

     265,000       69  

China Hongqiao Group

     58,000       41  

China Lesso Group Holdings

     85,000       69  

China Medical System Holdings

     44,000       48  

China Merchants Port Holdings

     52,000       61  

China Minsheng Banking, Cl H

     254,000       74  

China Pacific Insurance Group, Cl H

     39,000       63  

China Petroleum & Chemical, Cl H

     268,000       106  

China Railway Group, Cl H

     143,000       62  

China Reinsurance Group, Cl H

     740,000       39  

China Resources Medical Holdings

     121,000       58  

China Suntien Green Energy, Cl H

     88,000       33  

China Tower, Cl H

     554,000       50  

China Traditional Chinese Medicine Holdings

     144,000       62  

China XLX Fertiliser

     128,000       49  

China Yongda Automobiles Services Holdings

     98,000       44  

Country Garden Holdings

     93,000       12  

Dali Foods Group

     101,500       42  

Dongfeng Motor Group, Cl H

     150,000       68  
 

 

The accompanying notes are an integral part of the financial statements

4


Schedule of Investments

October 31, 2022

 

LSV Emerging Markets Equity Fund  
             Shares         Value (000)  

Hong Kong (continued)

 

Far East Horizon

     75,000     $ 58  

Grand Pharmaceutical Group

     103,500       44  

Guangzhou Baiyunshan Pharmaceutical Holdings, Cl H

     22,000       49  

Hengan International Group

     11,000       43  

Kingboard Laminates Holdings

     66,000       53  

Lenovo Group

     224,000       178  

Lonking Holdings

     152,000       21  

Maanshan Iron & Steel, Cl H

     134,000       22  

NetDragon Websoft Holdings

     32,000       54  

New China Life Insurance, Cl H

     34,700       55  

Nine Dragons Paper Holdings

     66,000       39  

Orient Overseas International

     6,000       88  

People’s Insurance Group of China, Cl H

     310,000       86  

PetroChina, Cl H

     454,000       174  

PICC Property & Casualty, Cl H

     164,000       151  

Ping An Insurance Group of China, Cl H

     12,000       48  

Postal Savings Bank of China, Cl H

     146,000       68  

Shougang Fushan Resources Group

     116,000       31  

Sinopec Engineering Group, Cl H

     124,000       44  

Sinopharm Group, Cl H

     48,000       91  

Sinotruk Hong Kong

     37,500       33  

SITC International Holdings

     38,000       62  

SSY Group

     224,000       93  

TCL Electronics Holdings

     229,000       88  

Vinda International Holdings

     13,000       24  

Want Want China Holdings

     123,000       81  

Yuexiu Transport Infrastructure

     98,000       38  

Zhejiang Expressway, Cl H

     68,000       42  

Zhengzhou Coal Mining Machinery Group, Cl H

     63,400       54  
    

 

 

 
       3,876  
    

 

 

 

Hungary (0.5%)

 

Magyar Telekom

    

Telecommunications

     26,200       19  

MOL Hungarian Oil & Gas

     10,900       65  
    

 

 

 
       84  
    

 

 

 

India (13.5%)

 

Aurobindo Pharma

     4,600       30  
LSV Emerging Markets Equity Fund         
         Shares         Value (000)  

India (continued)

 

Chambal Fertilisers and Chemicals

     16,600     $ 65  

Coal India

     28,200       84  

Cyient

     6,000       54  

GAIL India

     124,500       137  

Gujarat State Fertilizers & Chemicals

     50,600       75  

HCL Technologies

     8,700       109  

Hindustan Aeronautics

     3,200       98  

Hindustan Petroleum

     21,300       55  

Indiabulls Housing Finance*

     3,100       5  

Indian Bank

     29,300       90  

Jubilant Life Sciences, Cl A

     4,400       20  

Kalpataru Power Transmission

     17,800       102  

KRBL

     20,200       97  

National Aluminium

     67,900       58  

NMDC

     44,900       54  

NTPC

     51,900       109  

Oil & Natural Gas

     67,600       109  

Oil India

     31,200       73  

Oracle Financial Services Software

     2,200       77  

Petronet LNG

     42,400       105  

Power Finance

     54,800       76  

Power Grid Corp of India

     28,600       79  

REC

     60,600       75  

Redington India

     64,800       107  

Tata Steel

     114,000       141  

UPL

     8,200       72  

Vedanta

     24,400       83  
    

 

 

 
       2,239  
    

 

 

 

Indonesia (2.8%)

 

Astra International

     304,900       130  

Bank Negara Indonesia Persero

     147,700       89  

Bukit Asam

     177,000       44  

Matahari Department Store

     249,400       75  

United Tractors

     58,800       122  
    

 

 

 
       460  
    

 

 

 

Malaysia (2.1%)

 

AMMB Holdings

     88,000       76  

CIMB Group Holdings

     61,600       72  

RHB Bank

     62,800       76  

Scientex

     64,200       44  

Tenaga Nasional

     41,600       74  
    

 

 

 
       342  
    

 

 

 

Mexico (2.6%)

 

Cemex*

     208,200       81  

Fibra Uno Administracion

     55,800       65  
 

 

The accompanying notes are an integral part of the financial statements

5


Schedule of Investments

October 31, 2022

 

LSV Emerging Markets Equity Fund         
             Shares         Value (000)  

Mexico (continued)

 

Grupo Financiero Banorte, Cl O

     16,600     $ 136  

Grupo Mexico

     22,000       79  

Megacable Holdings

     32,700       68  
    

 

 

 
       429  
    

 

 

 

Philippines (0.8%)

 

DMCI Holdings

     460,100       76  

Metro Pacific Investments

     808,200       51  
    

 

 

 
       127  
    

 

 

 

Poland (1.6%)

 

Asseco Poland

     5,300       76  

Cyfrowy Polsat

     13,800       52  

Polskie Gornictwo Naftowe i Gazownictwo

     56,500       61  

Powszechny Zaklad Ubezpieczen

     14,000       79  
    

 

 

 
       268  
    

 

 

 

Russia (–%)

 

Gazprom PJSC(A)(B)

     11,300        

LUKOIL PJSC(A)(B)

     2,300        

Magnit PJSC(A)(B)

     1,000        

MMC Norilsk Nickel PJSC(A)(B)

     370        

Mobile TeleSystems PJSC(A)(B)

     13,800        
    

 

 

 
        
    

 

 

 

Singapore (0.4%)

 

Yangzijiang Shipbuilding Holdings

     81,400       69  
    

 

 

 

South Africa (4.1%)

 

Absa Group

     15,100       163  

African Rainbow Minerals

     4,300       61  

Astral Foods

     3,800       36  

Exxaro Resources

     4,000       45  

Foschini Group

     8,300       52  

Impala Platinum Holdings

     7,400       76  

MTN Group

     6,600       47  

Nedbank Group

     5,600       66  

Oceana Group

     16,600       50  

Telkom SOC

     7,500       15  

Vodacom Group

     10,200       70  
    

 

 

 
       681  
    

 

 

 

South Korea (12.7%)

 

DB HiTek

     1,400       43  
LSV Emerging Markets Equity Fund         
         Shares         Value (000)  

South Korea (continued)

 

DB Insurance

     1,100     $ 43  

DL E&C

     332       8  

DL Holdings

     133       6  

Hana Financial Group

     2,900       84  

Hankook & Co

     5,100       46  

Hyundai Glovis

     600       73  

Hyundai Greenfood

     7,000       32  

Hyundai Home Shopping Network

     1,000       31  

Hyundai Marine & Fire Insurance

     2,800       65  

Kginicis

     1,700       15  

Kia Motors

     2,800       131  

KT

     4,800       124  

KT&G

     1,300       87  

LG

     1,400       78  

LX INTERNATIONAL CORP

     2,700       77  

LX Semicon

     1,000       58  

Maeil Dairies

     1,000       33  

S&T Motiv

     900       28  

Samsung Electronics

     17,000       710  

SFA Engineering

     700       19  

Shinhan Financial Group

     3,700       94  

Shinsegae

     300       45  

SK Square*

     785       20  

SK Telecom

     2,100       74  

Value Added Technology

     1,400       30  

Vieworks

     2,300       56  
    

 

 

 
       2,110  
    

 

 

 

Taiwan (14.4%)

 

ASE Technology Holding

     51,000       127  

Asia Vital Components

     15,000       47  

Asustek Computer

     6,000       44  

Cathay Financial Holding

     122,859       144  

China Development Financial Holding

     185,000       67  

China Development Financial Holding

     68,375       16  

Chipbond Technology

     22,000       37  

ChipMOS Technologies

     58,000       57  

Compeq Manufacturing

     58,000       79  

Elan Microelectronics

     19,000       48  

Fubon Financial Holding

     57,541       91  

Global Mixed Mode Technology

     8,000       32  

Hon Hai Precision Industry

     62,000       198  

International Games System

     4,000       44  

King Yuan Electronics

     65,000       66  

MediaTek

     10,000       184  

Micro-Star International

     21,000       71  

Novatek Microelectronics

     8,000       60  

Pou Chen

     98,000       83  

Powertech Technology

     34,000       79  
 

 

The accompanying notes are an integral part of the financial statements

6


Schedule of Investments

October 31, 2022

 

LSV Emerging Markets Equity Fund

 

         Shares          Value (000)  

Taiwan (continued)

 

Primax Electronics

     25,000      $ 42  

Radiant Opto-Electronics

     15,000        46  

Shin Kong Financial Holding

     278,000        69  

Sigurd Microelectronics

     26,000        38  

Simplo Technology

     9,000        72  

Sino-American Silicon Products

     10,000        38  

SinoPac Financial Holdings

     143,910        72  

Synnex Technology International

     27,000        44  

Topco Scientific

     10,000        46  

Tripod Technology

     11,000        30  

United Microelectronics

     83,000        101  

Wan Hai Lines

     13,800        29  

Yuanta Financial Holding

     151,204        92  

Zhen Ding Technology Holding

     28,000        92  
     

 

 

 
        2,385  
     

 

 

 

Thailand (3.2%)

 

Bangkok Bank

     17,700        68  

Kasikornbank

     24,000        92  

Kiatnakin Bank

     43,700        84  

Krung Thai Bank

     286,900        132  

Origin Property

     273,000        73  

Quality Houses

     593,800        34  

Supalai

     96,600        53  
     

 

 

 
        536  
     

 

 

 

Turkey (1.6%)

 

Coca-Cola Icecek

     6,400        59  

Haci Omer Sabanci Holding

     52,200        94  

Turkiye Sise ve Cam Fabrikalari

     59,600        107  
     

 

 

 
        260  
     

 

 

 

United Arab Emirates (0.9%)

 

Abu Dhabi Commercial

     

Bank PJSC

     20,000        51  

Emaar Properties PJSC

     59,100        98  
     

 

 

 
        149  
     

 

 

 

TOTAL FOREIGN COMMON STOCK
(Cost $19,750)

 

     15,658  
     

 

 

 

Foreign Preferred Stock (2.7%)

 

  

Brazil** (2.5%)

     

Banco do Estado do Rio Grande do Sul

     36,000        81  

LSV Emerging Markets Equity Fund

 

         Shares          Value (000)  

Brazil** (continued)

 

Cia Energetica de Minas Gerais

     43,700      $ 96  

Cia Paranaense de Energia

     58,400        84  

Itausa

     79,400        165  
     

 

 

 
        426  
     

 

 

 

Colombia** (0.1%)

 

Banco Davivienda

     1,700        9  
     

 

 

 

India** (0.1%)

 

NMDC Steel Ltd *

     44,900        20  
     

 

 

 

TOTAL FOREIGN PREFERRED STOCK
(Cost $412)

 

     455  
     

 

 

 

Warrants (0.0%)*

     

Thailand (0.0%*)

     

Thaifoods Group 05/14/2024*

     41,710        1  
     

 

 

 

TOTAL WARRANTS
(Cost $–)

        1  
     

 

 

 
     Face
Amount
(000)
        

Repurchase Agreement (0.6%)

 

  

South Street Securities 2.730%, dated 10/31/2022, to be repurchased on 11/01/2022, repurchase price $92 (collateralized by various U.S. Treasury obligations, ranging in par value $0 - $59, 0.750% - 4.026%, 12/31/2023 – 11/30/2028; total market value $94)

   $ 92        92  
     

 

 

 

TOTAL REPURCHASE AGREEMENT
(Cost $92)

 

     92  
     

 

 

 

Total Investments – 97.7%
(Cost $20,254)

 

   $ 16,206  
     

 

 

 
     

 

 

 

Percentages are based on Net Assets of $16,592 (000).

 

(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.

*

  Non-income producing security.

**  

No rate available.

ADR — American Depositary Receipt

Cl — Class

PJSC — Public Joint Stock Company

 

 

The accompanying notes are an integral part of the financial statements

7


Schedule of Investments

October 31, 2022

 

The following is a summary of the 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  

    Foreign Common Stock

 

        

Brazil

   $ 880      $      $      $ 880  

Chile

     218                      218  

China

     399                      399  

Czech Republic

     27                      27  

Egypt

     73                      73  

Greece

     46                      46  

Hong Kong

     3,876                      3,876  

Hungary

            84               84  

India

     2,239                      2,239  

Indonesia

     460                      460  

Malaysia

     342                      342  

Mexico

     429                      429  

Philippines

            127               127  

Poland

     207        61               268  

Russia

                   –^         

Singapore

     69                      69  

South Africa

     681                      681  

South Korea

     2,110                      2,110  

Taiwan

     2,385                      2,385  

Thailand

     536                      536  

Turkey

     260                      260  

United Arab

  Emirates

     149                      149  

 

  

 

 

    

 

 

    

 

 

    

 

 

 

    Total Foreign

    Common Stock

     15,386        272               15,658  

 

  

 

 

    

 

 

    

 

 

    

 

 

 

    Foreign Preferred Stock

 

        

Brazil

     426                      426  

Colombia

     9                      9  

India

            20               20  

 

  

 

 

    

 

 

    

 

 

    

 

 

 

Total Foreign

Preferred Stock

     435        20               455  

 

  

 

 

    

 

 

    

 

 

    

 

 

 

Total

Repurchase

Agreement

            92               92  

 

  

 

 

    

 

 

    

 

 

    

 

 

 

Total Warrants

     1                      1  

 

  

 

 

    

 

 

    

 

 

    

 

 

 

    Total Investments

      in Securities

   $ 15,822      $ 384      $      $ 16,206  

 

  

 

 

    

 

 

    

 

 

    

 

 

 

 

(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 $(473)($ 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

8


Statement of Assets and Liabilities (000)

October 31, 2022

 

      LSV Emerging
Markets Equity
Fund
 

Assets:

  

Investments, at Value (Cost $20,254)

   $ 16,206  

Foreign Currency, at Value (Cost $382)

     378  

Receivable due from Investment Adviser

     45  

Dividends and Interest Receivable

     24  

Reclaims Receivable

     2  

Prepaid Expenses

     8  
   

Total Assets

     16,663  

Liabilities:

  

Payable to Custodian

     44  

Accrued Foreign Capital Gains Tax

     12  

Payable due to Transfer Agent

     6  

Payable for Printing Fees

     4  

Payable for Pricing Fees

     2  

Payable for Professional Fees

     2  

Payable due to Administrator

     1  
   

Total Liabilities

     71  

Net Assets

   $ 16,592  

 

 

Net Assets Consist of:

 

Paid-in Capital

   $ 20,225  

Total Accumulated Losses

     (3,633)  

 

 

Net Assets

   $ 16,592  

 

 

Net Asset Value, Offering and Redemption Price Per Share —
Institutional Class Shares ($15,780 ÷ 1,819,740 shares)(1)

  

 

$

 

8.67

 

 

 

 

Net Asset Value, Offering and Redemption Price Per Share —
Investor Class Shares ($812 ÷ 93,850 shares)(1)

   $ 8.65  

 

 

 

(1)

Shares have not been rounded.

 

The accompanying notes are an integral part of the financial statements

9


Statement of Operations (000)

For the year ended October 31, 2022

 

      LSV Emerging
Markets Equity
Fund
 

Investment Income:

  

Dividend Income

   $ 1,015  

Interest Income

     1  

Foreign Taxes Withheld

     (116)  

Total Investment Income

     900  

Expenses:

  

Investment Advisory Fees

     163  

Administration Fees

     9  

Distribution Fees - Investor Class

     3  

Chief Compliance Officer Fees

     2  

Trustees’ Fees

     1  

Custodian Fees

     119  

Transfer Agent Fees

     36  

Registration and Filing Fees

     36  

Printing Fees

     8  

Professional Fees

     2  

Insurance and Other Fees

     21  

Total Expenses

     400  

Less: Waiver of Investment Advisory Fees

     (163)  

Less: Reimbursement of Expenses from Investment Adviser

     (40)  

Net Expenses

     197  

Net Investment Income

     703  

Net Realized Gain on Investments

     42  

Net Realized Loss on Foreign Currency Transactions

     (61)  

Net Realized Gain on Foreign Forward Currency Contracts

     5  

Net Realized Loss on Foreign Capital Gains Tax

     (21)  

Net Change in Unrealized Appreciation (Depreciation) on Investments

     (4,700)  

Net Change in Unrealized Appreciation (Depreciation) on Foreign Capital Gains Tax on Appreciated Securities

     51  

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

     (5)  

Net Realized and Unrealized Loss on Investments

     (4,689)  

Net Decrease in Net Assets Resulting from Operations

   $ (3,986)  

 

 

 

The accompanying notes are an integral part of the financial statements

10


Statements of Changes in Net Assets (000)

For the year ended October 31,

 

 

     LSV Emerging Markets Equity
Fund
 
      2022     2021  

Operations:

    

Net Investment Income

   $ 703     $ 366  

Net Realized Gain (Loss)

     (35     800  

Net Change in Unrealized Appreciation (Depreciation)

     (4,654     1,442  

Net Increase (Decrease) in Net Assets Resulting from Operations

     (3,986     2,608  

 

Distributions

    

Institutional Class Shares

     (1,265     (243

Investor Class Shares

     (85     (10

Total Distributions

     (1,350     (253

 

Capital Share Transactions:

    

Institutional Class Shares:

    

Issued

     11,227       4,923  

Reinvestment of Dividends and Distributions

     1,265       243  

Redeemed

     (5,151     (324

Net Increase from Institutional Class Shares Transactions

     7,341       4,842  

 

Investor Class Shares:

    

Issued

     499       564  

Reinvestment of Dividends and Distributions

     85       10  

Redeemed

     (479     (23

Net Increase from Investor Class Shares Transactions

     105       551  

Net Increase in Net Assets Derived from Capital Share Transactions

     7,446       5,393  

Total Increase in Net Assets

     2,110       7,748  

Net Assets:

    

Beginning of Year

     14,482       6,734  

End of Year

   $ 16,592     $ 14,482  
           

Shares Transactions:

    

Institutional Class:

    

Issued

     1,113       418  

Reinvestment of Dividends and Distributions

     111       23  

Redeemed

     (517     (29

Total Institutional Class Share Transactions

     707       412  

Investor Class:

    

Issued

     46       48  

Reinvestment of Dividends and Distributions

     7       1  

Redeemed

     (44     (2

Total Investor Class Share Transactions

     9       47  

Net Increase in Shares Outstanding

     716       459  
           
           

 

The accompanying notes are an integral part of the financial statements

11


Financial Highlights

For a share outstanding throughout each period or year ended October 31,

 

 

     Net
Asset
Value
Beginning
of Year
     Net
Investments
Income (1)
     Realized and
Unrealized
Gains
(Losses) on
Investment
    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 Emerging Markets Equity Fund

 

 

                       

Institutional Class Shares

 

                 

2022

   $ 12.09      $ 0.45      $ (2.88   $ (2.43   $ (0.36   $ (0.63   $ (0.99   $ 8.67        (21.97 )%    $ 15,780        1.19     2.45     4.33     38

2021

     9.11        0.37        2.91       3.28       (0.21     (0.09     (0.30     12.09        36.38       13,451        1.19       2.68       3.18       19  

2020

     10.28        0.26        (1.11     (0.85     (0.31     (0.01     (0.32     9.11        (8.67     6,384        1.19       3.20       2.85       19  

2019**

     10.00        0.27        0.01       0.28           –           –           –       10.28        2.80       6,416        1.20       4.20       3.38       5 ‡ 

Investor Class Shares

 

                 

2022

   $
12.07
 
   $ 0.43      $ (2.89   $ (2.46   $ (0.33   $ (0.63   $ (0.96   $ 8.65        (22.18 )%    $ 812        1.45     2.63     4.04     38

2021

     9.10        0.37        2.88       3.25       (0.19     (0.09     (0.28     12.07        36.06       1,031        1.45       2.95       3.15       19  

2020

     10.28        0.25        (1.12     (0.87     (0.30)       (0.01)       (0.31)       9.10        (8.83)       350        1.45       3.50       2.79       19  

2019**

     10.00        0.15        0.13       0.28           –           –           –       10.28        2.80       184        1.48 (2)      3.89       1.92       5 ‡ 

 

**

Commenced operations on January 17, 2019. All ratios for the period have been annualized

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

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

(1)

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

(2)

Ratio reflects the impact of the low level of average Net Assets. Under normal asset levels, the ratio of expenses to Average Net Assets would have been 1.45%.

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

 

The accompanying notes are an integral part of the financial statements

12


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 Emerging Markets Equity Fund, a diversified Fund (the “Fund”). The Fund seeks long-term growth of capital by investing in undervalued stocks which are out of favor in the market. The Fund commenced operations on January 17, 2019, 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

 

 

13


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 valued in accordance with Fair Value Procedures were $211 (000) or 1.3% of Net Assets. If a local market in which the Fund owns securities is closed for one or more days, the Fund shall value all securities held in that corresponding currency based on the fair value prices provided by ICE using the predetermined confidence interval discussed above.

In accordance with the authoritative guidance on

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

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

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 proce-dures,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.

 

 

14


Notes to Financial Statements

October 31, 2022

 

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 on open tax years (i.e. the 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 ended 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.

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”), 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 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

   $ 92        $ 92        $ -        $ -    

(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

Classes— Class specific expenses are borne by that class of shares. Income, realized and

 

 

15


Notes to Financial Statements

October 31, 2022

 

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, Transfer Agency 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 $9,063 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 $2,540 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 $97 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 1.00% 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 1.20% and 1.45% 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

   $ 12,408  

Sales

   $     6,000  

 

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

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

 

 

16


Notes to Financial Statements

October 31, 2022

 

     Ordinary
Income
     Long-Term
Capital Gain
     Total  

2022

   $             718      $             632      $             1,350  

2021

     225        28        253  

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

 

Undistributed Ordinary Income

   $               520  

Capital Loss Carryforward

     (12

Other Temporary Differences

     1  

Unrealized Depreciation

     (4,142
  

 

 

 

Total Accumulated Losses

   $ (3,633
  

 

 

 

As of October 31, 2022, the Fund has short-term and long-term capital loss carryforwards of $12 (000) and $0 (000), respectively.

During the year ended October 31, 2022, no 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
$        20,332   $        685   $        (4,815)   $        (4,130)

 

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 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

 

 

17


Notes to Financial Statements

October 31, 2022

 

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.

Preferred Stock Risk — Preferred stocks in which the Fund may invest are sensitive to interest rate changes, and are also subject to equity risk, which is the risk that stock prices will fall over short or extended periods of time. The rights of preferred stocks on the distribution of a company’s assets in the event of a liquidation are generally subordinate to the rights associated with a company’s debt securities.

 

9.

Other:

At October 31, 2022, 80% of total shares outstanding for the Institutional Class Shares were held by four record shareholders each owning 10% or greater of the aggregate total shares outstanding. At October 31, 2022, 86% of total shares outstanding for the Investor Class Shares were held by two record shareholders owning 10% or greater of the aggregate total shares outstanding. These were comprised mostly of omnibus 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.

 

 

18


Report of Independent Registered Public Accounting Firm

To the Board of Trustees of The Advisors’ Inner Circle Fund and the Shareholders of LSV Emerging Markets Equity Fund

Opinion on the Financial Statements

We have audited the accompanying statement of assets and liabilities of LSV Emerging Markets Equity 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 three years in the period then ended and the period from January 17, 2019 (commencement of operations) to October 31, 2019 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 three years in the period then ended and the period from January 17, 2019 (commencement of operations) to October 31, 2019, 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

 

19


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, 2021 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 Emerging Markets Equity Fund

                                  

Actual Fund Return

          

Institutional Class Shares

   $ 1,000.00      $ 814.80        1.20%       $5.49      

Investor Class Shares

     1,000.00        813.70        1.46           6.67      

Hypothetical 5% Return

          

Institutional Class Shares

   $ 1,000.00      $ 1,019.16        1.20%       $6.11      

Investor Class Shares

     1,000.00        1,017.85        1.46           7.43      

 

*

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).

 

20


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.

 

21


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.

 

22


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 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

II, Bishop Street Funds, Frost Family of Funds and Catholic 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.

 

23


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.

 

 

24


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.

 

25


NOTICE TO SHAREHOLDERS

OF

LSV EMERGING MARKETS EQUITY 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
Distributions
  Qualifying
for Corporate
Dividends
Receivable
Deductions (1)
  Qualifying
Dividend
Income (2)
  U.S.
Government
Interest (3)
  Interest
Related
Dividends(4)
  Short-Term
Capital Gain
Dividends(5)
  Qualifying
Dividend
Income(6)
  Foreign
Tax Credit
42.54%    57.46%   100.00%   0.00%   58.11%   0.00%   0.00%   100.00%   0.00%   9.21%

 

(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 Value Equity 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 Fund intends to pass through a foreign tax credit to shareholders. For the fiscal year ended 2022 the total amount of foreign source income is $808,326. The total Amount of Foreign tax paid is $136,978. Your allocable share of the foreign tax credit will be reported on Form 1099 DIV.

 

  

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

 

26


Notes


Notes


Notes


                     
                   
     

 

Trust:

The Advisors’ Inner Circle Fund

 

Fund:

LSV Emerging Markets Equity 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-011-0400

 

                  
                     
                     


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