RHJ Funds

(Registrant)

The Advisors’ Inner Circle Fund

By (Signature and Title)

/s/ Michael Beattie

Michael Beattie

N-CSRS 1 d509409dncsrs.htm RHJ FUNDS RHJ Funds

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-CSRS

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, 2023

Date of reporting period: April 30, 2023

Item 1. Reports to Stockholders.

(a)	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.

LOGO

RICE HALL JAMES SMALL CAP PORTFOLIO

RICE HALL JAMES MICRO CAP PORTFOLIO

LOGO

Investment Adviser:

Rice Hall James & Associates, LLC

The Advisors’ Inner Circle Fund

RHJ FUNDS

April 30, 2023

TABLE OF CONTENTS


Schedules of Investments

Small Cap Portfolio			1

Micro Cap Portfolio			5

Statements of Assets and Liabilities			9

Statements of Operations			10

Statements of Changes in Net Assets

Small Cap Portfolio			11

Micro Cap Portfolio			12

Financial Highlights

Small Cap Portfolio			13

Micro Cap Portfolio			14

Notes to Financial Statements			15

Disclosure of Fund Expenses			26

The Funds file their complete schedules of investments with the Securities and Exchange Commission (“SEC”) for the first and third quarters of each fiscal year as an exhibit to their reports on Form N-PORT. 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 Funds use 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 1-866-474-5669; and (ii) on the SEC’s website at https://www.sec.gov.

The Advisors’ Inner Circle Fund

RHJ SMALL CAP PORTFOLIO

April 30, 2023 (Unaudited)

SECTOR WEIGHTINGS^†

LOGO

† Percentages based on total investments.

SCHEDULE OF INVESTMENTS

COMMON STOCK — 97.0%


	Shares		Value

CONSUMER DISCRETIONARY — 14.4%
Bowlero*		21,300	$	311,619
Chuy’s Holdings*		8,200		286,016
Five Below*		1,500		296,040
Fox Factory Holding*		1,500		166,305
Monro		4,700		229,736
Papa John’s International		2,800		209,412
Skyline Champion*		2,700		200,259
Topgolf Callaway Brands*		9,100		201,747

				1,901,134


CONSUMER STAPLES — 1.6%
Primo Water		14,000		212,660


ENERGY — 5.0%
Clean Energy Fuels*		39,100		166,957
Denbury*		3,500		326,830
Helix Energy Solutions Group*		22,300		161,675

				655,462

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

The Advisors’ Inner Circle Fund

RHJ SMALL CAP PORTFOLIO

April 30, 2023 (Unaudited)

COMMON STOCK — continued


	Shares		Value

FINANCIALS — 2.7%

Columbia Banking System		9,830	$	209,969

Live Oak Bancshares		6,200		146,072

				356,041


HEALTH CARE — 23.3%

Azenta*		3,800		165,262

DocGo*		16,500		140,250

Encompass Health		3,400		218,110

Ensign Group		2,900		281,561

Haemonetics*		3,200		267,872

Harmony Biosciences Holdings*		6,400		206,336

Heska*		1,900		222,604

Lantheus Holdings*		2,900		247,805

ModivCare*		1,900		120,840

Neogen*		7,900		136,038

NextGen Healthcare*		16,100		269,514

Omnicell*		3,700		224,849

Pacira BioSciences*		3,700		167,647

Progyny*		4,200		139,608

STAAR Surgical*		3,800		267,786

				3,076,082


INDUSTRIALS — 23.8%

Albany International, Cl A		3,500		319,235

API Group*		10,800		245,808

Construction Partners, Cl A*		9,500		246,430

Evoqua Water Technologies*		5,200		257,140

GATX		3,000		341,730

Griffon		9,600		273,120

Hub Group, Cl A*		2,200		165,880

ICF International		3,000		342,000

Tetra Tech		2,000		276,740

V2X*		3,900		168,480

Vicor*		3,298		141,715

WNS Holdings ADR*		3,948		355,991

				3,134,269


INFORMATION TECHNOLOGY — 20.9%

A10 Networks		15,900		224,826

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

The Advisors’ Inner Circle Fund

RHJ SMALL CAP PORTFOLIO

April 30, 2023 (Unaudited)

COMMON STOCK — continued


	Shares		Value

INFORMATION TECHNOLOGY — continued

Axcelis Technologies*		2,100	$	248,430

Fabrinet*		2,700		256,365

Model N*		7,413		228,321

Napco Security Technologies*		3,900		120,900

Power Integrations		3,100		225,618

PowerSchool Holdings, Cl A*		13,800		288,144

Progress Software		7,900		433,552

PROS Holdings*		4,700		133,339

Rambus*		6,100		270,474

Viavi Solutions*		17,900		160,384

Zuora, Cl A*		21,600		168,264

				2,758,617


MATERIALS — 5.3%

Materion		2,300		249,113

Mativ Holdings		8,700		168,519

Osisko Gold Royalties		17,500		284,550

				702,182

TOTAL COMMON STOCK (Cost $11,361,449)				12,796,447



SHORT-TERM INVESTMENT(A) — 2.6%

First American Government Obligations Fund, Cl X , 4.830% (Cost $340,892)		340,892		340,892

TOTAL INVESTMENTS— 99.6% (Cost $11,702,341)			$	13,137,339

Percentages are based on Net Assets of $13,196,437.

*	Non-income producing security.

(A)	The rate reported is the 7-day effective yield as of April 30, 2023.

ADR American Depositary Receipt

Cl Class

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

The Advisors’ Inner Circle Fund

RHJ SMALL CAP PORTFOLIO

April 30, 2023 (Unaudited)

As of April 30, 2023, all of the Fund’s investments were considered Level 1, in accordance with the authoritative guidance on fair value measurements under U.S. GAAP.

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

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

The Advisors’ Inner Circle Fund

RHJ MICRO CAP PORTFOLIO

April 30, 2023 (Unaudited)

SECTOR WEIGHTINGS^†

LOGO

† Percentages based on total investments.

SCHEDULE OF INVESTMENTS

COMMON STOCK^†† — 97.8%


	Shares		Value

COMMUNICATION SERVICES — 1.2%

Thryv Holdings*		15,300	$	343,638


CONSUMER DISCRETIONARY — 11.8%

Chuy’s Holdings*		16,071		560,556

Funko, Cl A*		23,240		229,146

Green Brick Partners*		15,776		587,972

Johnson Outdoors, Cl A		4,102		237,916

Lindblad Expeditions Holdings*		31,731		358,878

ONE Group Hospitality*		37,661		294,886

XPEL*		6,040		441,282

Xponential Fitness, Cl A*		14,436		477,543

Zumiez*		16,027		280,232

				3,468,411


CONSUMER STAPLES — 2.2%

elf Beauty*		6,951		644,775


ENERGY — 2.1%

Clean Energy Fuels*		65,223		278,502

DMC Global*		17,200		325,768

				604,270

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

The Advisors’ Inner Circle Fund

RHJ MICRO CAP PORTFOLIO

April 30, 2023 (Unaudited)

COMMON STOCK^†† — continued


	Shares		Value

FINANCIALS — 4.1%

Federal Agricultural Mortgage, Cl C		3,900	$	519,831

Guaranty Bancshares		5,729		138,126

Live Oak Bancshares		10,392		244,836

Trico Bancshares		8,200		293,642


				1,196,435


HEALTH CARE — 24.6%

Accuray*		85,646		286,058

Cerus*		68,373		157,942

Computer Programs & Systems*		7,900		204,452

Cutera*		9,913		226,016

DocGo*		55,500		471,750

Heska*		4,467		523,354

iRadimed		8,778		365,428

LeMaitre Vascular		10,479		565,866

Mesa Laboratories		1,804		300,384

ModivCare*		4,116		261,778

NextGen Healthcare*		28,200		472,068

Pennant Group*		36,600		507,642

Simulations Plus		12,742		531,978

Surmodics*		10,286		236,989

Tactile Systems Technology*		27,655		504,151

U.S. Physical Therapy		4,214		448,622

UFP Technologies*		5,239		722,144

Utah Medical Products		4,616		437,781

				7,224,403


INDUSTRIALS — 29.8%

AerSale*		22,446		363,176

Alamo Group		3,150		556,700

Allied Motion Technologies		14,162		487,456

CBIZ*		9,051		476,897

Construction Partners, Cl A*		16,921		438,931

CRA International		4,196		441,168

Douglas Dynamics		14,500		424,995

Ducommun*		8,350		417,500

Energy Recovery*		28,414		640,167

Exponent		4,606		423,982

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

The Advisors’ Inner Circle Fund

RHJ MICRO CAP PORTFOLIO

April 30, 2023 (Unaudited)

COMMON STOCK^†† — continued


	Shares		Value

INDUSTRIALS — continued

Healthcare Services Group		23,607	$	368,505

Huron Consulting Group*		5,031		426,579

Liquidity Services*		26,500		346,355

Montrose Environmental Group*		11,116		338,594

MYR Group*		4,054		518,871

Quest Resource Holding*		49,582		266,503

Radiant Logistics*		55,575		366,795

Shyft Group		12,054		302,314

Sterling Infrastructure*		14,791		546,084

Thermon Group Holdings*		22,500		467,550

Vicor*		3,104		133,379

				8,752,501


INFORMATION TECHNOLOGY — 18.3%

A10 Networks		36,065		509,959

Absolute Software		47,021		365,823

Axcelis Technologies*		3,559		421,030

Cambium Networks*		21,600		327,024

Clearfield*		4,466		195,075

Harmonic*		37,992		535,307

Luna Innovations*		61,896		388,707

MagnaChip Semiconductor*		29,282		260,024

Model N*		10,733		330,577

Napco Security Technologies*		6,600		204,600

nLight*		35,069		307,555

Perficient*		5,669		368,031

PROS Holdings*		10,600		300,722

Vishay Precision Group*		13,300		499,282

Zuora, Cl A*		47,354		368,888

				5,382,604


MATERIALS — 3.8%

American Vanguard		20,916		402,633

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

The Advisors’ Inner Circle Fund

RHJ MICRO CAP PORTFOLIO

April 30, 2023 (Unaudited)

COMMON STOCK^†† — continued


	Shares		Value

MATERIALS — continued

Haynes International		7,546	$	354,737

Mativ		18,800		364,156

				1,121,526


TOTAL COMMON STOCK (Cost $24,498,768)				28,738,563



SHORT-TERM INVESTMENT(A) — 2.9%

First American Government Obligations Fund, Cl X , 4.830% (Cost $853,910)		853,910		853,910


TOTAL INVESTMENTS— 100.7% (Cost $25,352,678)			$	29,592,473

Percentages are based on Net Assets of $29,382,766.

*	Non-income producing security.

^††	Narrow Industries are utilized for compliance purposes, whereas broad sectors are utilized for reporting.

(A)	The rate reported is the 7-day effective yield as of April 30, 2023.

Cl Class

As of April 30, 2023, all of the Fund’s investments were considered Level 1, in accordance with the authoritative guidance on fair value measurements under U.S. GAAP.

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

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

The Advisors’ Inner Circle Fund

RHJ FUNDS

April 30, 2023 (Unaudited)

STATEMENTS OF ASSETS AND LIABILITIES


	Small Cap Portfolio		Micro Cap Portfolio

Assets:

Investments at Value (Cost $11,702,341 and $25,352,678, respectively)	$	13,137,339	$	29,592,473

Receivable for Investment Securities Sold		126,658		123,150

Due from Investment Adviser		6,741		1,467

Dividends Receivable		4,332		4,848

Receivable for Capital Shares Sold		1,392		2,416

Reclaim Receivable		185		—

Prepaid Expenses		8,624		13,646


Total Assets		13,285,271		29,738,000


Liabilities:

Payable for Investment Securities Purchased		65,479		259,018

Transfer Agent Fees Payable		13,842		42,046

Payable to Administrator		3,771		8,558

Audit Fees Payable		2,505		20,858

Payable to Trustees		1,965		3,864

Chief Compliance Officer Fees Payable		1,272		3,997

Payable for Capital Shares Redeemed		—		14,475

Other Accrued Expenses		—		2,418


Total Liabilities		88,834		355,234


Net Assets	$	13,196,437	$	29,382,766


Net Assets Consist of:

Paid-in Capital	$	11,429,888	$	22,599,282

Total Distributable Earnings		1,766,549		6,783,484


Net Assets	$	13,196,437	$	29,382,766


Institutional Class Shares:

Outstanding Shares of Beneficial Interest (unlimited authorization — no par value)		1,441,334		1,111,678


Net Asset Value,

Per share — Institutional Class	$	9.16	$	26.43	*

*	Redemption price per share may be less if the shares are redeemed less than 90 days from the date of purchase. See Note 2 of the Notes to Financial Statements.

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

The Advisors’ Inner Circle Fund

RHJ FUNDS

For the six months ended

April 30, 2023 (Unaudited)

STATEMENTS OF OPERATIONS


	Small Cap Portfolio			Micro Cap Portfolio

Investment Income

Dividends	$	49,948		$	134,010

Less: Foreign Taxes Withheld		(1,472	)		(2,149	)

Total Investment Income		48,476			131,861


Expenses

Investment Advisory Fees		57,302			133,513

Administration Fees		21,479			52,905

Trustees’ Fees		6,565			16,482

Chief Compliance Officer Fees		1,800			3,550

Transfer Agent Fees		35,165			81,478

Registration and Filing Fees		10,521			12,057

Legal Fees		6,821			17,382

Audit Fees		6,557			11,797

Custodian Fees		2,486			2,758

Printing Fees		2,365			5,080

Other Expenses		7,703			18,174

Expenses Before Expense Waiver, Reimbursement and Fees Paid Indirectly		158,764			355,176


Less:

Waiver of Investment Advisory Fees		(57,302	)		(129,027	)

Reimbursement from Adviser		(27,267	)		—

Fees Paid Indirectly⁽¹⁾		(2,947	)		(14,057	)


Net Expenses After Expense Waiver, Reimbursement and Fees Paid Indirectly		71,248			212,092


Net Investment Loss		(22,772	)		(80,231	)


Net Realized Gain on Investments		452,065			3,001,183

Net Change in Unrealized Appreciation (Depreciation) on Investments		(439,352	)		(4,091,817	)


Total Net Realized and Unrealized Gain (Loss) on Investments		12,713			(1,090,634	)


Net Decrease in Net Assets Resulting from Operations	$	(10,059	)	$	(1,170,865	)

(1) See Note 4 in the Notes to Financial Statements.

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

The Advisors’ Inner Circle Fund

RHJ SMALL CAP PORTFOLIO

STATEMENTS OF CHANGES IN NET ASSETS


	Six Months Ended April 30, 2023 (Unaudited)			Year Ended October 31, 2022

Operations:

Net Investment Loss	$	(22,772	)	$	(27,644	)

Net Realized Gain on Investments		452,065			468,762

Net Change in Unrealized Appreciation (Depreciation) on Investments		(439,352	)		(3,260,849	)

Net Decrease in Net Assets Resulting in Operations		(10,059	)		(2,819,731	)

Distributions		(417,501	)		(521,648	)


Capital Share Transactions:

Issued		177,113			592,354

Reinvestment of Distributions		412,258			517,159

Redeemed		(1,989,773	)		(2,705,376	)

Net Decrease in Net Assets from Capital Share Transactions		(1,400,402	)		(1,595,863	)

Total Decrease in Net Assets		(1,827,962	)		(4,937,242	)

Net Assets:
Beginning of Period/Year		15,024,399			19,961,641

End of Period/Year	$	13,196,437		$	15,024,399

Shares Issued and Redeemed:

Issued		18,670			59,540

Reinvestment of Distributions		46,011			47,100

Redeemed		(210,789	)		(276,493	)

Net Decrease in Shares Outstanding from Share Transactions		(146,108	)		(169,853	)

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

The Advisors’ Inner Circle Fund

RHJ MICRO CAP PORTFOLIO

STATEMENTS OF CHANGES IN NET ASSETS


	Six Months Ended April 30, 2023 (Unaudited)			Year Ended October 31, 2022

Operations:

Net Investment Loss	$	(80,231	)	$	(334,290	)

Net Realized Gain on Investments		3,001,183			2,686,482

Net Change in Unrealized Appreciation (Depreciation) on Investments		(4,091,817	)		(10,032,877	)

Net Decrease in Net Assets Resulting in Operations		(1,170,865	)		(7,680,685	)

Distributions		(2,708,038	)		(10,288,639	)


Capital Share Transactions:

Issued		185,840			6,346,308

Reinvestment of Distributions		2,271,441			9,122,498

Redemption Fees⁽¹⁾		201			657

Redeemed		(14,270,822	)		(7,224,598	)

Net Increase (Decrease) in Net Assets from Capital Share Transactions		(11,813,340	)		8,244,865

Total Decrease in Net Assets		(15,692,243	)		(9,724,459	)

Net Assets:
Beginning of Period/Year		45,075,009			54,799,468

End of Period/Year	$	29,382,766		$	45,075,009


Shares Issued and Redeemed:
Issued		6,608			206,656

Reinvestment of Distributions		87,195			264,497

Redeemed		(506,622	)		(222,145	)

Net Increase (Decrease) in Shares Outstanding from Share Transactions		(412,819	)		249,008

(1) See Note 2 in the Notes to Financial Statements.

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

The Advisors’ Inner Circle Fund

RHJ SMALL CAP PORTFOLIO

FINANCIAL HIGHLIGHTS


								Selected Per Share Data & Ratios For a Share Outstanding Throughout Each Year

				Years Ended October 31,
	Six Months Ended April 30, 2023 (Unaudited)			2022				2021				2020				2019				2018
Net Asset Value, Beginning of Period/Year		$	9.46		$	11.36			$	7.74			$	8.05			$	10.99			$	11.16

Income (Loss) from Investment Operations:
Net Investment Loss⁽¹⁾			(0.01)			(0.02)				(0.06)				(0.03)				(0.03)				(0.05)
Net Realized and Unrealized Gain (Loss)			(0.02)			(1.58)				3.68				(0.28)				(0.45)				0.60

Total from Investment Operations			(0.03)			(1.60)				3.62				(0.31)				(0.48)				0.55


Distributions from:
Net Realized Gain			(0.27)			(0.30)				—				—				(2.45)				(0.72)
Return of Capital			—			—				—				—				(0.01)				—

Total Distributions			(0.27)			(0.30)				—				—				(2.46)				(0.72)

Net Asset Value, End of Period/Year		$	9.16		$	9.46			$	11.36			$	7.74			$	8.05			$	10.99

Total Return†			(0.25)%			(14.47)%				46.77%				(3.85)%				(0.80)%				5.00%

Ratios and Supplemental Data Net Assets, End of Period/Year (Thousands)		$	13,196		$	15,024			$	19,962			$	14,305			$	40,601			$	45,107
Ratio of Net Expenses to Average Net Assets			1.00%⁽²⁾*			1.00%	⁽²⁾			1.00%	⁽²⁾			1.00%	⁽²⁾			1.00%	⁽²⁾			1.00%	⁽²⁾
Ratio of Expenses to Average Net Assets (Excluding Waivers and Fees Paid Indirectly)			2.22%*			2.03%				1.88%				1.83%				1.77%				1.68%
Ratio of Net Investment Loss to Average Net Assets			(0.32)%*			(0.16)%				(0.56)%				(0.40)%				(0.42)%				(0.41)%
Portfolio Turnover Rate†			15%			39%				52%				65%				84%				103%

*	Annualized.

†

Total return and portfolio turnover rate are for the period indicated and have not been annualized. Returns shown do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. Total return would have been lower had certain fees not been waived and/or expenses assumed by the Adviser during the year or period.

(1)

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

(2)

The Ratio of Expenses to Average Net Assets excludes the effect of fees paid indirectly. If these expense offsets were included, the ratios would have decreased by 4 basis points (bps), 2 bps, 3 bps, 5 bps, 1 bps, and 5 bps, respectively.

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

The Advisors’ Inner Circle Fund

RHJ MICRO CAP PORTFOLIO

FINANCIAL HIGHLIGHTS


								Selected Per Share Data & Ratios For a Share Outstanding Throughout Each Year

					Years Ended October 31,
	Six Months Ended April 30, 2023 (Unaudited)				2022			2021				2020			2019			2018
Net Asset Value, Beginning of Period/Year		$	29.57			$	42.96		$	26.69			$	28.01		$	35.85		$	38.16

Income (Loss) from Investment Operations:
Net Investment Loss⁽¹⁾			(0.06)				(0.23)			(0.35)				(0.19)			(0.20)			(0.28)
Net Realized and Unrealized Gain (Loss)			(0.91)				(5.08)			16.62				(0.82)			(0.93)			2.23

Total from Investment Operations			(0.97)				(5.31)			16.27				(1.01)			(1.13)			1.95

Redemption Fees			—^				—^			—^				0.01			—^			—^


Distributions from:
Net Realized Gain			(2.17)				(8.08)			—				(0.32)			(6.71)			(4.26)

Total Distributions			(2.17)				(8.08)			—				(0.32)			(6.71)			(4.26)

Net Asset Value, End of Period/Year		$	26.43			$	29.57		$	42.96			$	26.69		$	28.01		$	35.85

Total Return^†			(3.17)%				(15.03)%			60.96%				(3.65)%			(0.55)%			5.84%

Ratios and Supplemental Data
Net Assets, End of Period/Year (Thousands)		$	29,383			$	45,075		$	54,799			$	37,948		$	44,898		$	52,201
Ratio of Net Expenses to Average Net Assets			1.25%⁽²⁾	*			1.25%⁽²⁾			1.25%⁽²	⁾			1.25%⁽²⁾			1.25%⁽²⁾			1.25%⁽²⁾
Ratio of Expenses to Average Net Assets (Excluding Waivers and Fees Paid Indirectly)			2.00%	*			1.76%			1.56%				1.65%			1.54%			1.39%
Ratio of Net Investment Loss to Average Net Assets			(0.45)%*				(0.72)%			(0.90)%				(0.76)%			(0.68)%			(0.78)%
Portfolio Turnover Rate†			15%				43%			40%				69%			67%			64%

*	Annualized.

^	Value is less than $0.005 per share.

†

(1)

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

(2)

The Ratio of Expenses to Average Net Assets excludes the effect of fees paid indirectly. If these expense offsets were included, the ratios would have decreased by 8 basis points (bps), 2 bps, 1 bps, 2 bps, 2 bps, and 1 bps, respectively.

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

The Advisors’ Inner Circle Fund

RHJ FUNDS

April 30, 2023 (Unaudited)

NOTES TO FINANCIAL STATEMENTS

1. Organization:

The Advisors’ Inner Circle Fund (the “Trust”) is organized as a Massachusetts business trust under an Amended and Restated Agreement and Declaration of Trust dated February 18, 1997, as amended on May 15, 2012 and August 18, 2020. The Trust is registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end management investment company with 28 funds. The financial statements herein are those of the Rice Hall James Small Cap Portfolio (“Small Cap Portfolio”) and Rice Hall James Micro Cap Portfolio (“Micro Cap Portfolio”) (each a “Fund” and collectively the “Funds”). Each Fund is classified as a “diversified” investment company under the 1940 Act. The investment objective of the Small Cap Portfolio is maximum capital appreciation. The Small Cap Portfolio invests primarily (at least 80% of its net assets) in equity securities of U.S. small cap companies with market capitalizations that, at the time of initial purchase, fall within the range of the companies in the Russell 2000 Index at reconstitution each June. The investment objective of the Micro Cap Portfolio is maximum capital appreciation. The Micro Cap Portfolio invests primarily (at least 80% of its net assets) in equity securities of U.S. micro cap companies that, at the time of initial purchase, fall within the range of companies in the Russell Microcap Index at reconstitution each June. The financial statements of the remaining funds of the Trust are presented separately. The assets of each Fund are segregated, and a shareholder’s interest is limited to the Fund in which shares are held.

2. Significant Accounting Policies:

The following are significant accounting policies, which are consistently followed in preparation of the financial statements of the Funds. The Funds are investment companies that apply 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 reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of increases and decreases in net assets from operations during the reporting period. Actual results could differ from those estimates and such differences could be material.

Security Valuation — Securities listed on a securities exchange, market or automated quotation system for which quotations are readily available (except for securities traded on NASDAQ), including securities traded over the counter, are valued at the last quoted sale price on an exchange or market (foreign or domestic) on which they are traded on valuation date (or approximately 4:00

The Advisors’ Inner Circle Fund

RHJ FUNDS

April 30, 2023 (Unaudited)

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. Values of debt securities are generally reported at the last sales price if the security is actively traded. If a debt security is not actively traded, it is valued at an evaluated bid price by employing methodologies that utilize actual market transactions, broker-supplied valuations, or other methodologies designed to identify the market value for such securities. Debt obligations with remaining maturities of sixty days or less may be valued at their amortized cost, which approximates market value. The prices of 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.

Rule 2a-5 under the 1940 Act, 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.

Pursuant to the requirements of Rule 2a-5, the Trust’s Board of Trustees designated the Adviser as the Board’s valuation designee to perform fair-value determinations for the Funds through a Fair Value Committee established by the Adviser and approved the Adviser’s Fair Value Procedures for the Funds.

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 April 30, 2023, there were no securities valued in accordance with the fair value procedures.

Investments in open-end and closed-end registered investment companies that do not trade on an exchange are valued at the end-of-day net asset value

The Advisors’ Inner Circle Fund

RHJ FUNDS

April 30, 2023 (Unaudited)

per share. Investments in open-end and closed-end registered investment companies that trade on an exchange are valued at the last sales price or official closing price as of the close of the customary trading session of the exchange on which the security is principally traded.

In accordance with the authoritative guidance on fair value measurement under U.S. GAAP, the Funds disclose fair value of their 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 Funds have the ability to access at the measurement date;

•

Level 2 — Other significant observable inputs (includes quoted prices for similar securities, interest rates, prepayment speed, credit risk, referenced indices, quoted prices in inactive markets, adjusted quoted prices in active markets, etc.); and

•

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

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

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

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

The Advisors’ Inner Circle Fund

RHJ FUNDS

April 30, 2023 (Unaudited)

The Funds evaluate tax positions taken or expected to be taken in the course of preparing the Funds’ tax returns to determine whether it is “more likely than not” (i.e., a greater than 50% probability) 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 Funds did not record any tax provision in the current period. However, management’s conclusions regarding tax positions taken may be subject to review and adjustment at a later date based on factors including, but not limited to, examination by tax authorities (i.e., the last 3 open tax year ends, as applicable), on-going analysis of and changes to tax laws, regulations and interpretations thereof.

As of and during the six months ended April 30, 2023, the Funds did not have a liability for any unrecognized tax benefits. The Funds recognize interest and penalties, if any, related to unrecognized tax benefits as income tax expense in the Statements of Operations. During the six months ended April 30, 2023, the Funds did not incur any significant interest or penalties.

Security Transactions and Investment Income — Security transactions are accounted for on trade date. Costs used in determining realized gains or losses on the sale of investment securities are based on the specific identification method. Dividend income is recorded on the ex-dividend date.

Expenses — Most expenses of the Trust can be directly attributed to a particular fund. Certain expenses are apportioned among the Trust based on the number of funds and/or relative net assets.

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

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

Redemption Fees — The Micro Cap Portfolio imposes a 2.00% redemption fee on the value of Institutional Class shares redeemed fewer than 90 days from the date of purchase. The redemption fee is recorded as an increase to paid-in capital. The Micro Cap Portfolio imposed redemption fees of $201 and $657 for the six months ended April 30, 2023 and the year ended October 31, 2022, respectively.

The Advisors’ Inner Circle Fund

RHJ FUNDS

April 30, 2023 (Unaudited)

3. Transactions with Affiliates:

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

A portion of the services provided by the CCO and his staff, who 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 are reviewed by the Board.

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

The Funds and the Administrator are parties to an Administration Agreement, under which the Administrator provides management and administrative services to the Funds. For these services, the Administrator is paid an asset-based fee, which will vary depending on the number of share classes and the average daily net assets of the Funds. For the six months ended April 30, 2023, the Small Cap Portfolio and Micro Cap Portfolio incurred fees of $21,479 and $52,905, respectively, for these services.

The Funds direct, via a network of executing brokers, certain fund trades to the Distributor, who pays a portion of the Funds’ expenses. Under this arrangement, the Small Cap Portfolio and the Micro Cap Portfolio had expenses reduced by $616 and $11,060, respectively, savings that were used to pay administrative expenses. These amounts are included in “Fees Paid Indirectly” on the Statements of Operations.

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

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

The Advisors’ Inner Circle Fund

RHJ FUNDS

April 30, 2023 (Unaudited)

The Funds may earn cash management credits that can be used to offset transfer agent expenses. During the six months ended April 30, 2023, the Small Cap Portfolio and the Micro Cap Portfolio earned credits of $2,331 and $2,997, respectively, which were used to offset transfer agent expenses. These amounts are included in “Fees Paid Indirectly” on the Statements of Operations.

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

5. Investment Advisory Agreements:

Under the terms of an investment advisory agreement, the Adviser provides investment advisory services to the Funds. For its services, the Small Cap Portfolio and the Micro Cap Portfolio have a fee calculated at an annual rate of 0.80% and 0.75% of each Fund’s average daily net assets, respectively. The Adviser has contractually agreed to reduce fees and reimburse expenses in order to keep total annual Fund operating expenses (excluding interest, taxes, brokerage commissions, acquired fund fees and expenses, and non-routine expenses (collectively “excluded expenses”)) from exceeding certain levels as set forth below until February 28, 2023. Refer to waiver of investment advisory fees on the Statements of Operations for fees waived for the six months ended April 30, 2023. In addition, the Adviser may receive from a Fund the difference between the total annual Fund operating expenses (not including excluded expenses) and the expense cap to recoup all or a portion of its prior fee reductions or expense reimbursements made during the three-year period preceding the recoupment if at any point total annual Fund operating expenses (not including excluded expenses) are below the expense cap (i) at the time of the fee reduction and/or expense reimbursement and (ii) at the time of the recoupment.


RHJ Fund		Contractual Expense Limitation
Small Cap Portfolio		1.00%
Micro Cap Portfolio		1.25%

The Advisors’ Inner Circle Fund

RHJ FUNDS

April 30, 2023 (Unaudited)

As of April 30, 2023, the Adviser may seek as reimbursement of previously reduced fees for the Funds as follows:


RHJ Fund	Expiring 2024		Expiring 2025		Expiring 2026		Total

Small Cap Portfolio		$158,632		$166,533		$172,474		$497,639

Micro Cap Portfolio		168,357		182,742		265,761		616,860

6. Investment Transactions:

For the six months ended April 30, 2023, the purchases and sales of investment securities other than long-term U.S. Government and short-term securities were:


RHJ Fund	Purchases	Sales

Small Cap Portfolio	$ 2,121,350	$ 4,030,276

Micro Cap Portfolio	5,353,892	19,579,928

There were no purchases or sales of long-term U.S. Government Securities.

7. Federal Tax Information:

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

The permanent difference that is credited or charged to Paid-in Capital and Distributable Earnings as of October 31, 2022 is primarily related to net operating losses.


	Distributable Earnings	Paid-in Capital

Small Cap Portfolio	$ 108,270	$ (108,270)

Micro Cap Portfolio	490,710	(490,710)

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

The Advisors’ Inner Circle Fund

RHJ FUNDS

April 30, 2023 (Unaudited)

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


RHJ Fund	Ordinary Income		Long-Term Capital Gains		Total

Small Cap Portfolio

2022	$	—	$	521,648	$	521,648

2021		—		—		—

Micro Cap Portfolio

2022		1,098,674		9,189,965		10,288,639

2021		—		—		—

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


RHJ Fund	Undistributed Ordinary Income		Undistributed Long-Term Capital Gain		Late-Year Loss Deferral			Unrealized Appreciation		Total Distributable Earnings

Small Cap Portfolio	$	—	$	417,459	$	(20,123	)	$	1,796,773	$	2,194,109

Micro Cap Portfolio		—		2,707,993		(259,435	)		8,213,829		10,662,387

Late-year loss deferrals represent ordinary losses realized on investment transactions from January 1, 2022 through October 31, 2022, that, in accordance with Federal income tax regulations, the Funds defer and treat as having arisen in the following fiscal year.

For Federal income tax purposes, the difference between Federal tax cost and book cost is due to wash sales, which cannot be used for Federal income tax purposes in the current year and have been deferred for use in future years.

The Federal tax cost and aggregate gross unrealized appreciation and depreciation on investments, held by the Funds at April 30, 2023, were as follows:


RHJ Fund	Federal Tax Cost		Aggregate Gross Unrealized Appreciation		Aggregate Gross Unrealized Depreciation			Net Unrealized Appreciation

Small Cap Portfolio	$	11,702,341	$	2,257,253	$	(822,255	)	$	1,434,998

Micro Cap Portfolio		25,352,678		7,023,934		(2,784,139	)		4,239,795

8. Concentration of Risks:

Equity Risk (Small Cap Portfolio, Micro Cap Portfolio) — Since the Funds purchase equity securities, the Funds are subject to equity risk, or the risk that stock prices may fall over short or extended periods of time. Historically, the equity markets have moved in cycles, and accordingly the value of the Funds’ equity securities may

The Advisors’ Inner Circle Fund

RHJ FUNDS

April 30, 2023 (Unaudited)

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 Funds.

Small-Capitalization Company Risk (Small Cap Portfolio, Micro Cap Portfolio) — The small-capitalization companies in which the Funds will invest may be more vulnerable to adverse business or economic events as compared to larger, more established companies. In particular, investments in these small-sized companies may pose additional risks, including liquidity risk, because these companies tend to have comparatively limited product lines, markets and financial resources, and may depend upon a relatively small management group. Therefore, small-cap stocks may be more volatile than those of larger companies. These securities may be traded over-the-counter or listed on an exchange.

Growth Style Risk (Small Cap Portfolio, Micro Cap Portfolio) — The Funds pursue a “growth style” of investing, meaning that the Funds invest in equity securities of companies that the Adviser believes can potentially offer above-average rates of earnings growth and that therefore may experience stock price increases that exceed the increases observed in the benchmark or in the stock’s peer universe. Over time and in different market environments, growth-style investing may fall in or out of favor, and in the latter case, the Funds may underperform other equity funds that rely on different investing styles or pursue different objectives.

Micro-Capitalization Company Risk (Micro Cap Portfolio) — Micro-capitalization companies may be newly formed or in the early stages of development with limited product lines, markets or financial resources. Therefore, micro-capitalization companies may be less financially secure than large-, mid and small-capitalization companies and may be more vulnerable to key personnel losses due to reliance on a smaller number of management personnel. In addition, as compared to the volume of information available about larger peers, there may be less public information available about these companies. Micro-capitalization stock prices may be more volatile than stock prices corresponding to large-, mid- and small-capitalization companies, and such stocks may be more thinly traded and thus difficult for the Fund to buy and sell in the market.

Market Risk (Small Cap Portfolio, Micro Cap Portfolio) — The risk that the market value of an investment may move up and down, sometimes rapidly and unpredictably. Markets for securities in which the Funds invest 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,

The Advisors’ Inner Circle Fund

RHJ FUNDS

April 30, 2023 (Unaudited)

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 Funds invest, which in turn could negatively impact the Funds’ performance and cause losses on your investment in the Funds.

The foregoing is not intended to be a complete discussion of the risks associated with investing in the Funds. A more complete description of risks associated with the Funds is included in the prospectus and statement of additional information.

9. Other:

At April 30, 2023, the percentage of total shares outstanding held by a limited number of shareholders for each Fund, (shareholder segments comprised of omnibus accounts that were held on behalf of individual shareholders), each owning 10% or greater of the aggregate shares outstanding, was as follows:


RHJ Fund	No. of Shareholders	% Ownership

Small Cap Portfolio	2	53%
Micro Cap Portfolio	1	43%

10. Indemnifications:

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

11. Subsequent Events:

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

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The Advisors’ Inner Circle Fund

RHJ FUNDS

April 30, 2023

DISCLOSURE OF FUND EXPENSES (Unaudited)

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

Operating expenses such as these are deducted from a mutual fund’s gross income and directly reduce its final investment return. These expenses are expressed as a percentage of a mutual fund’s average net assets; this percentage is known as a 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 (November 1, 2022 through April 30, 2023).

The table on the following page illustrates your Fund’s costs in two ways.

• Actual Fund Return. This section helps you to estimate the actual expenses, after fee waivers that your Fund incurred over the period. The “Expenses Paid During Period” column shows the actual dollar expense 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 actual account value by $1,000 to arrive at a ratio (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply that ratio by the number shown for your Fund under “Expenses Paid During Period.”

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

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

The Advisors’ Inner Circle Fund

RHJ FUNDS

April 30, 2023

DISCLOSURE OF FUND EXPENSES (Unaudited)


	Beginning Account Value 11/01/22			Ending Account Value 04/30/23			Annualized Expense Ratios			Expenses Paid During Period*

Actual Fund Return

Small Cap Portfolio		$	1,000.00		$	997.50		1.00	%		$	4.95

Micro Cap Portfolio		$	1,000.00			968.30		1.25				6.10

Hypothetical 5% Return

Small Cap Portfolio		$	1,000.00		$	1,019.84		1.00	%		$	5.01

Micro Cap Portfolio			1,000.00			1,018.60		1.25				6.26

*	Expenses are equal to the Fund’s annualized expense ratio multiplied by the average account value over the period, multiplied by 181/365 (to reflect the one half year period shown).

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The Rice Hall James Funds

P.O. Box 219009

Kansas City, MO 64121

866-474-5669

www.rhjfunds.com

Adviser:

Rice Hall James & Associates, LLC

600 West Broadway, Suite 1000

San Diego, CA 92101

Distributor:

SEI Investments Distribution Co.

One Freedom Valley Drive

Oaks, PA 19456

Administrator:

SEI Investments Global Funds Services

One Freedom Valley Drive

Oaks, PA 19456

Legal Counsel:

Morgan, Lewis & Bockius LLP

1701 Market Street

Philadelphia, PA 19103

This information must be preceded or accompanied by a current

prospectus for the Funds described.

RHJ-SA-001-2200

(b)	Not applicable.

Item 2. Code of Ethics.

Not applicable for semi-annual report.

Item 3. Audit Committee Financial Expert.

Not applicable for semi-annual report.

Item 4. Principal Accountant Fees and Services.

Not applicable for semi-annual report.

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 Securities Exchange Act of 1934 (17 CFR § 240.13a-15(b) or 240.15d-15(b)).

(b) There has been no change in the Registrant’s internal control over financial reporting (as defined in Rule 30a-3(d) under the Act (17 CFR § 270.30a-3(d)) that occurred during the 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) Not applicable for semi-annual report.

(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.

Date: July 7, 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.

Date: July 7, 2023

Date: July 7, 2023