N-CSRS 1 d520319dncsrs.htm LSV CONSERVATIVE VALUE EQUITY LSV Conservative Value Equity

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.


THE ADVISORS’ INNER CIRCLE FUND

 

LOGO

Conservative Value Equity Fund

SEMI-ANNUAL REPORT TO SHAREHOLDERS

April 30, 2023

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 fee return of the LSV Conservative Value Equity Fund and the Russell 1000 Value Index (the benchmark) for trailing periods ending April 30, 2023, were as follows:

 

    

Trailing

    6-Months

 

One

  Year  

 

Three

  Years  

 

Five

  Years  

 

Seven

  Years  

 

Ten

  Years  

 

Since

  Inception      

  

 

LSV Conservative Value Equity Fund, Institutional Class Shares*    2.94%   2.00%   15.93%   6.67%   8.65%   8.94%   6.06%

Benchmark:

              

Russell 1000 Value Index

   4.54%   1.21%   14.38%   7.75%   8.93%   9.13%   6.55%

* Month ended April 30, 2023.

Institutional Class Shares performance as of 3/31/23: -4.08% (1 year), 6.35% (5 year), 9.00% (10 year) and 6.01% (Since Inception). The performance data quoted represents past performance. Past performance does not guarantee future results. The investment return and principal value of an investment will fluctuate so that an investor’s shares when redeemed, may be worth more or less than their original cost and current performance may be lower or higher than the performance quoted. For performance data current to the most recent month end, please call 888-FUND-LSV (888-386-3578). Periods longer than one year are annualized; inception date is 4/1/07.

U.S. equities finished in positive territory over the past six months despite significant market volatility as resilient economic data and hopes for easier monetary policy from the Federal Reserve outweighed ongoing inflationary pressures and the turmoil surrounding the banking sector following the demise of Silicon Valley Bank. The S&P 500 Index was up 8.63% (in USD). Small cap stocks significantly underperformed large caps over the period as the Russell 1000 Index was up 8.01% while the Russell 2000 Index was down 3.45% (both in USD). From a style perspective, value stocks (as measured by the Russell Indices) underperformed growth—the Russell 1000 Value Index was up 4.54% while the Russell 1000 Growth Index was up 11.51% (both in USD). The LSV Conservative Value Equity Fund, Institutional Class Shares, was up 2.94% for the period. From a sector perspective, Communication Services, Information Technology and Materials stocks outperformed while the Energy, Financials and Health Care sectors lagged.

The portfolio’s deep value bias detracted significantly over the past six months as value stocks broadly underperformed amidst the pressure on the banking sector and decline in U.S. Treasury yields. Performance attribution further indicates that both stock and sector selection detracted over the period. Stock selection relative losses were largely the result of the underperformance of deep value names within the Financials, Health Care and Real Estate sectors. Within Financials, holdings in the Consumer Finance and Life & Health Insurance industries underperformed. In the Health Care sector, names in the Health Care Services industry lagged while not owning a number of expensive names in the Health Care Equipment industry also detracted. In the Real Estate sector, the underperformance of names in the Specialized and Health Care REITs industries further detracted from relative returns. On the positive side, stock selection added value within the Consumer Discretionary sector. From a sector perspective, relative losses were more modest and primarily the result of our underweight position in the Communication Services sector and overweight to Financials stocks. Top contributors for the period included our overweight positions in FedEx, Toll Brothers, PulteGroup, Builders FirstSource, HCA Healthcare, Lennar, Meta, DR Horton and Dick’s Sporting Goods. Our underweight to Centene and not owning First Republic, Charles Schwab and Fidelity National Information Services also added value. The main individual detractors included our overweight positions in Cigna, Devon Energy, Uniti Group, NRG Energy, Archer-Daniels-Midland, CVS Health, Lincoln National, General Motors, Keycorp and Zions Bank. Our underweight to General Electric and not owning Salesforce and Linde also detracted.

The Fund continues to trade at a significant discount to the overall market as well as to the value benchmark. The Fund is trading at 10.9x forward earnings compared to 15.0x for the Russell 1000 Value Index, 1.9x book value compared to 2.4x for the Russell 1000 Value Index and 7.5x cash flow compared to 11.6x for the Russell

 

1


LOGO

MANAGER’S DISCUSSION AND ANALYSIS OF FUND PERFORMANCE

(Unaudited)

 

1000 Value 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 the Consumer Discretionary, Health Care and Information Technology sectors while underweight Industrials, Real Estate and Utilities.

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 Russell 1000 Value Index is a widely-recognized, capitalization-weighted (companies with larger market capitalizations have more influence than those with smaller market capitalization) index of U.S. companies with lower forecasted growth rates and price-to-book ratios.

The Russell 1000 Growth Index is a widely-recognized, capitalization-weighted (companies with larger market capitalizations have more influence than those with smaller market capitalization) index of U.S. companies with higher forecasted growth rates and price-to-book ratios.

The S&P 500 Index consists of 500 stocks chosen for market size, liquidity, and industry group representation. It is a market-value weighted index (stock price times number of shares outstanding), with each stock’s weight in the Index proportionate to its market value. The S&P 500 Index is one of the most widely used benchmarks of U.S. equity performance.

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

MSCI USA Minimum Volatility Index aims to reflect the performance characteristics of a minimum variance strategy applied to the US large and mid-cap equity universe.

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


 

April 30, 2023

   (Unaudited)

 

Sector Weightings †:

 

LOGO

 

†   Percentages are based on total investments.

 

Schedule of Investments

 

 

 

    

 

LSV Conservative Value Equity Fund

 

     Shares      Value (000)  

Common Stock (99.7%)

     

Communication Services (8.2%)

     

AT&T

     98,000      $ 1,731  

Comcast, Cl A

     45,600        1,887  

Fox

     15,500        515  

Meta Platforms, Cl A*

     16,700        4,013  

Nexstar Media Group, Cl A

     2,500        434  

TEGNA

     15,800        270  

Verizon Communications

     50,700        1,969  

Walt Disney*

     5,600        574  
     

 

 

 
            11,393  
     

 

 

 

Consumer Discretionary (8.7%)

     

AutoNation*

     4,400        579  

AutoZone*

     200        533  

Best Buy

     5,600        417  

Bloomin’ Brands

     17,500        433  

BorgWarner

     10,200        491  

Dick’s Sporting Goods

     4,800        696  

DR Horton

     4,600        505  

eBay

     18,700        868  

Foot Locker

     10,100        424  

Ford Motor

     76,100        904  

General Motors

     33,000        1,090  

Goodyear Tire & Rubber*

     17,465        186  

Harley-Davidson

     8,400        312  

Home Depot

     1,500        451  

Lear

     2,400        307  

Lennar, Cl A

     6,400        722  

Lowe’s

     3,300        686  

McDonald’s

     1,700        503  

PulteGroup

     8,700        584  

Thor Industries

     6,200        490  

Toll Brothers

           11,100        709  

Whirlpool

     2,300        321  
     

 

 

 
        12,211  
     

 

 

 

Consumer Staples (6.9%)

     

Altria Group

     31,400        1,492  

Archer-Daniels-Midland

     13,100        1,023  

Conagra Brands

     11,600        440  
LSV Conservative Value Equity Fund

 

     Shares      Value (000)  

Consumer Staples (continued)

     

Ingredion

     3,100      $ 329  

JM Smucker

     2,400        370  

Kellogg

     5,400        377  

Kraft Heinz

     20,600        809  

Kroger

     18,000        875  

Molson Coors Beverage, Cl B

     11,000        654  

Philip Morris International

     4,800        480  

Procter & Gamble

     6,300        985  

Sprouts Farmers Market*

           17,600        610  

Walgreens Boots Alliance

     12,100        427  

Walmart

     6,700        1,012  
     

 

 

 
        9,883  
     

 

 

 

Energy (9.7%)

     

APA

     14,300        527  

Chevron

     15,800        2,664  

ConocoPhillips

     13,300        1,368  

Coterra Energy

     17,800        456  

Devon Energy

     8,700        465  

EOG Resources

     4,700        561  

ExxonMobil

     38,800        4,592  

Halliburton

     12,400        406  

HF Sinclair

     6,220        274  

Marathon Petroleum

     8,500        1,037  

Phillips 66

     5,600        554  

Valero Energy

     5,600        642  
     

 

 

 
              13,546  
     

 

 

 

Financials (21.2%)

     

Aflac

     13,500        943  

Allstate

     4,400        509  

Ally Financial

     10,200        269  

American International Group

     12,500        663  

Ameriprise Financial

     1,900        580  

Annaly Capital Management

     6,600        132  

Bank of America

     45,200        1,323  

Bank of New York Mellon

     21,100        899  

Berkshire Hathaway, Cl B*

     10,700        3,516  

Brandywine Realty Trust

     34,700        137  

Capital One Financial

     6,900        671  

Chubb

     2,900        585  

Citigroup

     22,300        1,050  

Citizens Financial Group

     13,600        421  

Discover Financial Services

     5,400        559  

F&G Annuities & Life

     782        14  

Fidelity National Financial

     11,500        408  

Fifth Third Bancorp

     12,200        320  

First American Financial

     6,300        363  

FS KKR Capital

     12,100        227  

Goldman Sachs Group

     4,400        1,511  

Hartford Financial Services Group

     12,400        880  

JPMorgan Chase

     21,100        2,917  
 

 

The accompanying notes are an integral part of the financial statements

 

3


Schedule of Investments

 

April 30, 2023

   (Unaudited)

 

LSV Conservative Value Equity Fund

 

     Shares      Value (000)  

Financials (continued)

     

KeyCorp

     29,800      $ 335  

Lincoln National

     6,700        146  

Medical Properties Trust

     22,800        200  

MetLife

     16,100        987  

MGIC Investment

     14,300        213  

Morgan Stanley

     14,900        1,341  

Navient

     17,400        288  

Old Republic International

     19,200        485  

PNC Financial Services Group

     5,700        742  

Principal Financial Group

     6,600        493  

Radian Group

           20,400        495  

Redwood Trust

     39,200        246  

Regions Financial

     28,300        517  

State Street

     10,400        751  

Synchrony Financial

     10,800        319  

Synovus Financial

     8,200        253  

Truist Financial

     11,600        378  

US Bancorp

     9,300        319  

Wells Fargo

     42,200        1,677  

Western Union

     10,800        118  

Zions Bancorp

     7,200        201  
     

 

 

 
              29,401  
     

 

 

 

Health Care (18.7%)

     

Abbott Laboratories

     4,400        486  

AbbVie

     3,000        453  

Amgen

     4,200        1,007  

Biogen*

     2,900        882  

Bristol-Myers Squibb

     27,600        1,843  

Cardinal Health

     8,700        714  

Centene*

     8,600        593  

Cigna Group

     5,600        1,419  

CVS Health

     17,500        1,283  

Danaher

     1,600        379  

DaVita*

     4,500        407  

Elevance Health

     900        422  

Gilead Sciences

     22,100        1,817  

HCA Healthcare

     4,300        1,235  

Hologic*

     6,300        542  

Incyte*

     8,100        603  

Jazz Pharmaceuticals*

     3,800        534  

Johnson & Johnson

     19,600        3,208  

Laboratory Corp of America Holdings

     1,500        340  

McKesson

     2,800        1,020  

Medtronic

     5,300        482  

Merck

     18,800        2,171  

Organon

     1,250        31  

Pfizer

     58,800        2,287  

Quest Diagnostics

     3,700        514  

Thermo Fisher Scientific

     1,100        610  

Universal Health Services, Cl B

     2,200        331  

LSV Conservative Value Equity Fund

 

     Shares      Value (000)  

Health Care (continued)

     

Viatris, Cl W

     49,400      $ 461  
     

 

 

 
        26,074  
     

 

 

 

Industrials (7.5%)

     

3M

     5,700        605  

Acuity Brands

     2,100        331  

AGCO

     3,900        484  

Allison Transmission Holdings

     11,400        556  

ArcBest

     6,400        604  

Builders FirstSource*

     7,500        711  

Cummins

     3,800        893  

Delta Air Lines*

           12,200        418  

FedEx

     5,300        1,207  

Hillenbrand

     7,000        319  

Lockheed Martin

     800        371  

ManpowerGroup

     3,200        242  

Owens Corning

     5,800        620  

PACCAR

     6,300        471  

Parker-Hannifin

     1,300        422  

Raytheon Technologies

     4,200        420  

Snap-on

     2,500        649  

Textron

     7,000        469  

United Airlines Holdings*

     3,900        171  

Werner Enterprises

     11,900        538  
     

 

 

 
        10,501  
     

 

 

 

Information Technology (9.5%)

 

  

Amdocs

     5,000        456  

Amkor Technology

     20,700        463  

Arrow Electronics*

     3,500        400  

Cirrus Logic*

     5,900        506  

Cisco Systems

     44,000        2,079  

Cognizant Technology Solutions, Cl A

     6,500        388  

Dell Technologies, Cl C

     12,900        561  

Diodes*

     5,425        433  

DXC Technology*

     3,109        74  

Hewlett Packard Enterprise

     54,100        775  

HP

     24,400        725  

Intel

     51,600        1,603  

International Business Machines

     6,000        758  

Micron Technology

     17,700        1,139  

NetApp

     4,100        258  

Oracle

     5,200        493  

QUALCOMM

     5,300        619  

Seagate Technology Holdings

     5,600        329  

TD SYNNEX

     3,500        312  

VMware, Cl A*

     4,053        507  

Xerox Holdings

     20,900        327  
     

 

 

 
              13,205  
     

 

 

 

Materials (5.6%)

     

Berry Global Group

     8,600        497  
 

 

The accompanying notes are an integral part of the financial statements

 

4


Schedule of Investments

 

April 30, 2023

   (Unaudited)

 

LSV Conservative Value Equity Fund

 

        
     Shares      Value (000)  

Materials (continued)

     

Chemours

           11,400      $ 332  

Dow

     9,100        495  

DuPont de Nemours

     9,300        648  

Eastman Chemical

     4,700        396  

Graphic Packaging Holding

     19,400        479  

Huntsman

     11,400        306  

International Paper

     13,500        447  

Louisiana-Pacific

     7,000        418  

LyondellBasell Industries, Cl A

     7,200        681  

Mosaic

     9,500        407  

Nucor

     6,100        904  

Steel Dynamics

     6,400        665  

Sylvamo

     7,900        362  

Tronox Holdings

     20,000        274  

Westrock

     9,600        287  
     

 

 

 
        7,598  
     

 

 

 

Real Estate (1.2%)

     

Brixmor Property Group

     13,900        296  

Office Properties Income Trust

     8,300        54  

Sabra Health Care REIT

     25,700        293  

Simon Property Group

     3,300        374  

Spirit Realty Capital

     5,000        192  

Uniti Group

     51,600        176  

Weyerhaeuser

     13,800        413  
     

 

 

 
        1,798  
     

 

 

 

Utilities (2.5%)

     

Entergy

     6,500        699  

Evergy

     8,000        497  

NextEra Energy

     4,400        337  

NRG Energy

     20,100        687  

PPL

     14,300        411  

UGI

     11,900        403  

Vistra

     17,700        422  
     

 

 

 
        3,456  
     

 

 

 

TOTAL COMMON STOCK
(Cost $126,333)

              139,066  
     

 

 

 

LSV Conservative Value Equity Fund

    

Face Amount

(000)

  

Value (000)

Repurchase Agreement (0.2%)

South Street Securities 4.480%, dated 04/28/2023, to be repurchased on 05/01/2023, repurchase price $303 (collateralized by various U.S. Treasury obligations, ranging in par value $0 - $335, 1.250% - 3.625%, 11/30/2026 - 02/15/2053; total market value $309)

   $      303    $               303
     

 

TOTAL REPURCHASE AGREEMENT
(Cost $303)

   303
     

 

Total Investments – 99.9%
(Cost $126,636)

      $        139,369
     

 

Percentages are based on Net Assets of $139,421 (000).

 

*

Non-income producing security.

Cl — Class

REIT — Real Estate Investment Trust

The following is a summary of the inputs used as of April 30, 2023, in valuing the Fund’s investments carried at value ($ Thousands):

 

Investments in

        Securities        

       Level 1              Level 2              Level 3              Total      

Common Stock

   $ 139,066      $      $      $ 139,066  

Repurchase Agreement

            303               303  

 

 

Total Investments in Securities

   $   139,066      $ 303      $      $     139,369  

 

 

 

 

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

 

5


Statement of Assets and Liabilities (000)   
April 30, 2023    (Unaudited)

 

     

LSV Conservative

Value Equity Fund

 

Assets:

  

Investments, at Value (Cost $126,636)

     $ 139,369  

Dividends and Interest Receivable

     218  

Receivable for Capital Shares Sold

     10  

Prepaid Expenses

     21  

Total Assets

     139,618  

Liabilities:

  

Payable for Fund Shares Redeemed

     144  

Payable due to Investment Adviser

     19  

Payable due to Administrator

     7  

Payable due to Trustees

     2  

Payable due to Distributor

     1  

Other Accrued Expenses

     24  

Total Liabilities

     197  

Net Assets

     $ 139,421  
          

Net Assets Consist of:

  

Paid-in Capital

     $ 122,403  

Total Distributable Earnings

     17,018  

Net Assets

     $ 139,421  
          

Net Asset Value, Offering and Redemption Price Per Share —
Institutional Class Shares ($139,017 ÷ 10,898,605 shares)(1)

     $ 12.76  
          

Net Asset Value, Offering and Redemption Price Per Share —
Investor Class Shares ($404 ÷ 31,967 shares)(1)

     $ 12.65
          

 

(1)

Shares have not been rounded.

*

Net Assets divided by Shares does not calculate to the stated NAV because Net Asset amounts are shown rounded.

 

The accompanying notes are an integral part of the financial statements

 

6


Statement of Operations (000)   
For the six months ended April 30, 2023    (Unaudited)

 

     

LSV Conservative

Value Equity Fund

 

Investment Income:

  

Dividend Income

     $ 2,157  

Interest Income

     16  

Total Investment Income

     2,173  

Expenses:

  

Investment Advisory Fees

     271  

Administration Fees

     41  

Trustees’ Fees

     5  

Chief Compliance Officer Fees

     1  

Distribution Fees - Investor Class

     1  

Transfer Agent Fees

     25  

Registration and Filing Fees

     20  

Professional Fees

     11  

Custodian Fees

     5  

Printing Fees

     4  

Insurance and Other Fees

     8  

Total Expenses

     392  

Less: Waiver of Investment Advisory Fees

     (140

Net Expenses

     252  

Net Investment Income

     1,921  

Net Realized Gain on Investments

     3,467  

Net Change in Unrealized Depreciation on Investments

     (1,160

Net Realized and Unrealized Gain on Investments

     2,307  

Net Increase in Net Assets Resulting from Operations

     $ 4,228  
          

 

The accompanying notes are an integral part of the financial statements

 

7


Statements of Changes in Net Assets (000)

For the six months ended April 30, 2023 (Unaudited) and for the year ended October 31, 2022

 

    

LSV Conservative Value Equity

Fund

 

 

  

11/1/2022 to

04/30/2023

   

11/1/2021 to

10/31/2022

 

Operations:

    

Net Investment Income

   $ 1,921     $ 3,361  

Net Realized Gain

     3,467       3,819  

Net Change in Unrealized Depreciation

     (1,160     (11,628

Net Increase (Decrease) in Net Assets Resulting from Operations

     4,228       (4,448

Distributions

    

Institutional Class Shares

     (7,309     (5,067

Investor Class Shares

     (20     (14

Total Distributions

     (7,329     (5,081

Capital Share Transactions:

    

Institutional Class Shares:

    

Issued

     10,209       41,898  

Reinvestment of Dividends and Distributions

     7,276       5,062  

Redeemed

     (19,857     (31,749

Net Increase (Decrease) from Institutional Class Shares Transactions

     (2,372     15,211  

Investor Class Shares:

    

Issued

     15       229  

Reinvestment of Dividends and Distributions

     20       14  

Redeemed

     (39     (191

Net Increase (Decrease) from Investor Class Shares Transactions

     (4     52  

Net Increase (Decrease) in Net Assets Derived from Capital Share Transactions

     (2,376     15,263  

Total Increase (Decrease) in Net Assets

     (5,477     5,734  

Net Assets:

    

Beginning of Period

     144,898       139,164  

End of Year/Period

   $ 139,421     $ 144,898  
                 

Shares Transactions:

    

Institutional Class:

    

Issued

     785       3,082  

Reinvestment of Dividends and Distributions

     574       367  

Redeemed

     (1,513     (2,408

Total Institutional Class Share Transactions

     (154     1,041  

Investor Class:

    

Issued

     1       17  

Reinvestment of Dividends and Distributions

     2       1  

Redeemed

     (3     (15

Total Investor Class Share Transactions

           3  

Net Increase (Decrease) in Shares Outstanding

     (154     1,044  
                 

 

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

 

The accompanying notes are an integral part of the financial statements

 

8


Financial Highlights

For a share outstanding throughout each period.

For the six months ended April 30, 2023 (Unaudited) and the year or period ended October 31,

 

     Net
Asset
Value
Beginning
 of Period 
  Net
Investment
 Income(1) 
  Realized and
Unrealized
Gains
(Losses) on
 Investments 
  Total from
 Operations 
  Dividends
from Net
 Investment 
Income
  Distributions
 from Realized 
Gains
  Total
Dividends
and
 Distributions 
  Net
Asset
Value
End of
 Period 
  Total
 Return† 
  Net
Assets End
 of Period 
(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 Conservative Value Equity Fund

 

                     

Institutional Class Shares

 

                     

2023*

   $ 13.07      $ 0.17      $ 0.20      $ 0.37      $ (0.32 )     $ (0.36 )     $ (0.68 )     $       12.76        2.93 %     $ 139,017        0.35 %       0.55 %       2.70 %       7 %  

2022

     13.86       0.31       (0.59     (0.28     (0.26     (0.25     (0.51     13.07       (2.21     144,480       0.35       0.54       2.29       18  

2021

     9.59       0.26       4.28       4.54       (0.27     –             (0.27     13.86       48.02       138,771       0.35       0.55       2.04       16  

2020

     13.54       0.28       (1.69     (1.41     (0.42     (2.12     (2.54     9.59       (13.89     69,176       0.35       0.58       2.73       25  

2019

     12.99       0.34       0.66       1.00       (0.30     (0.15     (0.45     13.54       8.36       79,086       0.35       0.53       2.66       18  

2018

     13.00       0.29       (0.03     0.26       (0.27     –             (0.27     12.99       1.89       119,975       0.35       0.54       2.17       17  

Investor Class Shares

 

                     

2023*

   $ 12.95     $ 0.16     $ 0.19     $ 0.35     $ (0.29   $ (0.36   $ (0.65   $ 12.65       2.75     $404       0.60     0.80     2.45     7

2022

     13.74       0.27       (0.58     (0.31     (0.23     (0.25     (0.48     12.95       (2.44     418       0.60       0.79       2.05       18  

2021

     9.51       0.23       4.25       4.48       (0.25     –             (0.25     13.74       47.74       393       0.60       0.80       1.81       16  

2020

     13.46       0.25       (1.69     (1.44     (0.39     (2.12     (2.51     9.51       (14.18     180       0.60       0.83       2.42       25  

2019

     12.92       0.30       0.66       0.96       (0.27     (0.15     (0.42     13.46       8.08       144       0.60       0.78       2.37       18  

2018

     12.93       0.26       (0.03     0.23       (0.24     –             (0.24     12.92       1.71       97       0.60       0.79       1.92       17  

 

*

For the six-month period ended April 30, 2023. 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 Fund 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.

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

 

The accompanying notes are an integral part of the financial statements

 

9


Notes to Financial Statements

 

April 30, 2023

   (Unaudited)

 

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 30 funds. The financial statements herein are those of the LSV Conservative Value Equity Fund, a diversified Fund (the “Fund”). The Fund seeks long-term growth of capital by investing in undervalued stocks of medium to large U.S. companies which are out of favor in the market. 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. At April 30, 2023, there were no securities valued in accordance with the Fair Value Procedures.

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 mea-

 

 

10


Notes to Financial Statements

 

April 30, 2023

   (Unaudited)

 

surement date (an exit price). Accordingly, the fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy are described below:

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

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

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

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

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

The Fund evaluates tax positions taken or expected to be taken in the course of preparing the Fund’s tax returns to determine whether it is “more-likely-than-not” (i.e., greater than 50-percent) that each tax position will be sustained upon examination by a taxing authority based on the technical merits of the position. Tax positions not deemed to meet the more-likely-than-not threshold are recorded as a tax benefit or expense in the current year. The Fund did not record any tax provision in the current period. However, management’s conclusions regarding tax positions taken may be subject to review and adjustment at a later date based on factors including, but not limited to, examination by tax authorities 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 six months ended April 30, 2023, 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 six months ended April 30, 2023, 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”) or unrated category by an NRSRO, as determined by the Adviser. Provisions of the repurchase agreements and procedures adopted by the Board require that the market value of the collateral, including accrued interest thereon, is sufficient in the event of default by the counterparty. In the event of default on the obligation to repurchase, the Fund has the right to liquidate the collateral and apply the proceeds in satisfaction of the obligation. In the event of default or bankruptcy by the counterparty to the agreement, realization and/or retention of the

 

 

11


Notes to Financial Statements

 

April 30, 2023

   (Unaudited)

 

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 April 30, 2023, 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

   $ 303      $ 303      $      $ —      

(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.

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 unrealized gains and losses and non-class specific expenses are allocated to the respective class on the basis of average daily net assets.

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

 

3.

Transactions with Affiliates:

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

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

services have been approved by and reviewed by the Board.

 

4.

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

The Fund, along with other series of the Trust advised by LSV Asset Management (the “Adviser”), and the Administrator are parties to an Administration Agreement, under which the Administrator provides administrative services to the Fund. For these services, the Administrator is paid an asset based fee, subject to certain minimums, which will vary depending on the number of share classes and the average daily net assets of the Fund. For the six months ended April 30, 2023, the Fund incurred $41,257 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 six months ended April 30, 2023, the Fund incurred $510 of distribution fees.

SS&C Global Investor & Distribution Solutions, Inc. (formerly, DST Asset Manager Solutions, Inc.) serves as transfer agent and dividend disbursing agent for the Fund under the transfer agency agreement with the Trust. During the six months ended April 30, 2023, the Fund earned $472 in cash management credits which were used to offset transfer agent expenses.

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

 

5.

Investment Advisory Agreement:

The Trust and the Adviser are parties to an Investment Advisory Agreement under which the Adviser receives an annual fee equal to 0.38% of the Fund’s average daily net assets. The Adviser has contractually agreed to waive its fee (excluding interest, taxes, brokerage commissions, acquired fund fees and expenses, and extraordinary expenses) in order to limit the Fund’s total operating expenses after fee waivers and/or expense reimbursements to a maximum of 0.35% and 0.60% of the Fund’s Institutional Class and Investor Class Shares’ average daily net assets, respectively, through February 28, 2024. Refer to waiver of investment advisory fees on

 

 

12


Notes to Financial Statements

 

April 30, 2023

   (Unaudited)

 

the Statement of Operations for fees waived for the six months ended April 30, 2023.

 

6.

Investment Transactions:

The cost of security purchases and the proceeds from security sales, other than short-term investments, for the six months ended April 30, 2023, were as follows (000):

 

Purchases

   $ 9,999  

Sales

   $     17,507  

 

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 reclassification of long term capital gain distribution on REITs and distribution reclassification. 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 declared during the year ended October 31, 2022 and 2021 was as follows (000):

 

    

    Ordinary

Income

    

Long-Term

Capital Gain    

     Total  
  

 

 

    

 

 

 

2022

         $ 3,420      $ 1,661      $ 5,081  

2021

                   2,093                               2,093  

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

 

Undistributed Ordinary Income

    $ 3,181   

Undistributed Long-Term Capital Gain

     3,423  

Other Temporary Differences

     1  

Unrealized Appreciation

     13,516  
  

 

 

 

Total Distributable Earnings

    $       20,121  
  

 

 

 

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

The total cost of securities for Federal income tax purposes and the aggregate gross unrealized

appreciation and depreciation on investments held by the Fund at April 30, 2023, were as follows (000):

 

Federal

  Tax Cost  

   Aggregated
Gross
Unrealized
  Appreciation  
     Aggregated
Gross
Unrealized
  Depreciation  
    Net
Unrealized
  Appreciation  
 

  $   126,636

     $ 22,945        $ (10,212     $ 12,733  

 

8.

Concentration of Risks:

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

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 Small-Capitalization Company Risk – Medium and Small-capitalization companies in which the Fund invests may be more vulnerable to adverse business or economic events than larger, more established companies. In particular, investments in small-sized companies may pose additional risks, including liquidity risk, because these companies tend to have limited operating histories, product lines, markets and financial resources, and may depend upon a relatively small management group. Therefore, 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.

 

 

13


Notes to Financial Statements

 

April 30, 2023

   (Unaudited)

 

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

 

9.

Concentration of Shareholders:

At April 30, 2023, 85% of total shares outstanding for the Institutional Class Shares were held by two record shareholders owning 10% or greater of the aggregate total shares outstanding. At April 30, 2023, 91% of total shares outstanding for the Investor Class Shares were held by one record shareholder owning 10% or greater of the aggregate total shares outstanding. These were comprised mostly of omnibus 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.

    

 

 

14


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 November 1, 2022 to April 30, 2023.

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

11/01/22

    

Ending

Account

Value

04/30/23

    

Annualized

Expense

Ratios

    

Expenses    

Paid    

During    

Period*    

 

LSV Conservative Value Equity Fund

                                   

Actual Fund Return

           

Institutional Class Shares

     $1,000.00        $1,029.30        0.35%        $1.76      

Investor Class Shares

     1,000.00        1,027.50        0.60           3.02      

Hypothetical 5% Return

           

Institutional Class Shares

     $1,000.00        $1,023.06        0.35%        $1.76      

Investor Class Shares

     1,000.00        1,021.82        0.60           3.01      

 

*

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).

 

15


Board Consideration in Re-Approving the Advisory Agreement (Unaudited)

 

Pursuant to Section 15 of the Investment Company Act of 1940 (the “1940 Act”), the Fund’s advisory agreement (the “Agreement”) must be renewed at least annually after its initial two-year term: (i) by the vote of the Board of Trustees (the “Board” or the “Trustees”) of The Advisors’ Inner Circle Fund (the “Trust”) or by a vote of a majority of the shareholders of the Fund; and (ii) by the vote of a majority of the Trustees who are not parties to the Agreement or “interested persons” of any party thereto, as defined in the 1940 Act (the “Independent Trustees”), cast in person at a meeting called for the purpose of voting on such renewal.

A Board meeting was held on February 27–28, 2023 to decide whether to renew the Agreement for an additional one-year term. In preparation for the meeting, the Trustees requested that the Adviser furnish information necessary to evaluate the terms of the Agreement. Prior to the meeting, the Independent Trustees of the Fund met to review and discuss the information provided and submitted a request for additional information to the Adviser, and information was provided in response to this request. The Trustees used this information, as well as other information that the Adviser and other service providers of the Fund presented or submitted to the Board at the meeting and other meetings held during the prior year, to help them decide whether to renew the Agreement for an additional year.

Specifically, the Board requested and received written materials from the Adviser and other service providers of the Fund regarding: (i) the nature, extent and quality of the Adviser’s services; (ii) the Adviser’s investment management personnel; (iii) the Adviser’s operations and financial condition; (iv) the Adviser’s brokerage practices (including any soft dollar arrangements) and investment strategies; (v) the Fund’s advisory fee paid to the Adviser and overall fees and operating expenses compared with a peer group of mutual funds; (vi) the level of the Adviser’s profitability from its relationship with the Fund, including both direct and indirect benefits accruing to the Adviser and its affiliates; (vii) the Adviser’s potential economies of scale; (viii) the Adviser’s compliance program, including a description of material compliance matters and material compliance violations; (ix) the Adviser’s policies on and compliance procedures for personal securities transactions; and (x) the Fund’s performance compared with a peer group of mutual funds and the Fund’s benchmark index.

Representatives from the Adviser, along with other Fund service providers, presented additional information and participated in question and answer sessions at the Board meeting to help the Trustees evaluate the Adviser’s services, fee and other aspects of the Agreement. The Independent Trustees received advice from independent counsel and met in executive sessions outside the presence of Fund management and the Adviser.

At the Board meeting, the Trustees, including all of the Independent Trustees, based on their evaluation of the information provided by the Adviser and other service providers of the Fund, renewed the Agreement. In considering the renewal of the Agreement, the Board considered various factors that they determined were relevant, including: (i) the nature, extent and quality of the services provided by the Adviser; (ii) the investment performance of the Fund and the Adviser; (iii) the costs of the services provided and profits realized by the Adviser from its relationship with the Fund, including both direct and indirect benefits accruing to the Adviser and its affiliates; (iv) the extent to which economies of scale are being realized by the Adviser; and (v) whether fee levels reflect such economies of scale for the benefit of Fund investors, as discussed in further detail below.

Nature, Extent and Quality of Services Provided by the Adviser

In considering the nature, extent and quality of the services provided by the Adviser, the Board reviewed the portfolio management services provided by the Adviser to the Fund, including the quality and continuity of the Adviser’s portfolio management personnel, the resources of the Adviser, and the Adviser’s compliance history and compliance program. The Trustees reviewed the terms of the Agreement. The Trustees also reviewed the Adviser’s investment and risk management approaches for the Fund. The most recent investment adviser registration form (“Form ADV”) for the Adviser was available to the Board, as was the response of the Adviser to a detailed series of questions which included, among other things, information about the investment advisory services provided by the Adviser to the Fund.

The Trustees also considered other services provided to the Fund by the Adviser such as selecting broker-dealers for executing portfolio transactions, monitoring adherence to the Fund’s investment restrictions, and monitoring compliance with various Fund policies and procedures and with applicable securities laws and regulations. Based on the factors above, as well as those discussed below, the Board concluded, within the context of its full deliberations, that the nature, extent and quality of the services provided to the Fund by the Adviser were sufficient to support renewal of the Agreement.

 

16


Board Consideration in Re-Approving the Advisory Agreement (Unaudited)

 

Investment Performance of the Fund and the Adviser

The Board was provided with regular reports regarding the Fund’s performance over various time periods. The Trustees also reviewed reports prepared by the Fund’s administrator comparing the Fund’s performance to its benchmark index and a peer group of mutual funds as classified by Lipper, an independent provider of investment company data, over various periods of time. Representatives from the Adviser provided information regarding and led discussions of factors impacting the performance of the Fund, outlining current market conditions and explaining their expectations and strategies for the future. The Trustees determined that the Fund’s performance was satisfactory, or, where the Fund’s performance was materially below its benchmark and/ or peer group, the Trustees were satisfied by the reasons for the underperformance and/or the steps taken by the Adviser in an effort to improve the performance of the Fund. Based on this information, the Board concluded, within the context of its full deliberations, that the investment results that the Adviser had been able to achieve for the Fund were sufficient to support renewal of the Agreement.

Costs of Advisory Services, Profitability and Economies of Scale

In considering the advisory fee payable by the Fund to the Adviser, the Trustees reviewed, among other things, a report of the advisory fee paid to the Adviser. The Trustees also reviewed reports prepared by the Fund’s administrator comparing the Fund’s net and gross expense ratios and advisory fee to those paid by a peer group of mutual funds as classified by Lipper. The Trustees reviewed the management fees charged by the Adviser to other clients with comparable mandates. The Trustees considered any differences in management fees and took into account the respective demands, resources and complexity associated with the Fund and other client accounts as well as the extensive regulatory, compliance and tax regimes to which the Fund is subject. The Board concluded, within the context of its full deliberations, that the advisory fee was reasonable in light of the nature and quality of the services rendered by the Adviser.

The Trustees reviewed the costs of services provided by and the profits realized by the Adviser from its relationship with the Fund, including both direct benefits and indirect benefits, such as research and brokerage services received under soft dollar arrangements, accruing to the Adviser and its affiliates. The Trustees considered how the Adviser’s profitability was affected by factors such as its organizational structure and method for allocating expenses. The Trustees concluded that the profit margins of the Adviser with respect to the management of the Fund were not unreasonable. The Board also considered the Adviser’s commitment to managing the Fund and its willingness to continue its expense limitation and fee waiver arrangement with the Fund.

The Trustees considered the Adviser’s views relating to economies of scale in connection with the Fund as Fund assets grow and the extent to which the benefits of any such economies of scale are shared with the Fund and Fund shareholders. The Board considered the existence of any economies of scale and whether those were passed along to the Fund’s shareholders through a graduated advisory fee schedule or other means, including fee waivers. The Trustees recognized that economies of scale are difficult to identify and quantify and are rarely identifiable on a fund-by-fund basis. Based on this evaluation, the Board concluded that the advisory fee was reasonable in light of the information that was provided to the Trustees by the Adviser with respect to economies of scale.

Renewal of the Agreement

Based on the Board’s deliberations and its evaluation of the information described above and other factors and information it believed relevant in the exercise of its reasonable business judgment, the Board, including all of the Independent Trustees, with the assistance of Fund counsel and Independent Trustees’ counsel, unanimously concluded that the terms of the Agreement, including the fees payable thereunder, were fair and reasonable and agreed to renew the Agreement for another year. In its deliberations, the Board did not identify any absence of information as material to its decision, or any particular factor (or conclusion with respect thereto) or single piece of information that was all-important, controlling or determinative of its decision, but considered all of the factors together, and each Trustee may have attributed different weights to the various factors (and conclusions with respect thereto) and information.

 

17


 

 

Trust:

The Advisors’ Inner Circle Fund

Fund:

LSV Conservative Value Equity Fund

Adviser:

LSV Asset Management

Distributor:

SEI Investments Distribution Co.

Administrator:

SEI Investments Global Funds 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 Fund’s 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-SA-004-1700


(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.

 

(Registrant)    The Advisors’ Inner Circle Fund
By (Signature and Title)    /s/ Michael Beattie
   Michael Beattie
   President
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.

 

By (Signature and Title)    /s/ Michael Beattie
   Michael Beattie
   President
Date: July 7, 2023   
By (Signature and Title)    /s/ Andrew Metzger
   Andrew Metzger
   Treasurer, Controller, and CFO
Date: July 7, 2023