N-CSRS 1 d524586dncsrs.htm LSV EMERGING MARKETS EQUITY LSV Emerging Markets 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

Emerging Markets 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 fees return of the LSV Emerging Markets Equity Fund, the benchmark MSCI Emerging Markets Index and the MSCI Emerging Markets Value Index for the trailing periods ending April 30, 2023 were as follows:

 

    

Trailing

    6-Months    

   One
        Year        
   Three
        Years        
   Since
    Inception    
LSV Emerging Markets Equity Fund, Institutional Class Shares*    22.34%    -0.31%    13.18%    4.79%

Benchmark:

           

MSCI Emerging Markets Index

   16.37%    -6.51%    4.33%    1.66%

Value Benchmark:

           

MSCI Emerging Markets Value Index

   16.55%    -3.64%    7.24%    0.79%

* Month ended April 30, 2023.

Institutional Class Shares performance as of 3/31/23: -7.01% (1-year), 15.59% (3 Year) and 4.30% (Since Inception). The performance data quoted represents past performance. Past performance does not guarantee future results. The investment return and principal value of an investment will fluctuate so that an investor’s shares when redeemed, may be worth more or less than their original cost and current performance may be lower or higher than the performance quoted. For performance data current to the most recent month end, please call 888-FUND-LSV (888-386-3578). Inception date 1/18/2019.

Global 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 global central banks outweighed ongoing inflationary pressures and the turmoil surrounding the banking sector. The MSCI Emerging Markets Index was up 16.37% (in USD). From a style perspective, emerging markets value stocks (as measured by the MSCI Indices) modestly outperformed growth for the period — the MSCI Emerging Markets Value Index was up 16.55% while the MSCI Emerging Markets Growth Index was up 16.13% (both in USD). The LSV Emerging Markets Equity Fund, Institutional Class Shares, was up 22.34% for the period. From a sector perspective, Communication Services, Real Estate and Information Technology stocks outperformed while the Financials, Energy and Utilities sectors lagged.

The portfolio’s deep value bias had a positive impact on relative returns for the period as value stocks broadly outperformed growth in the emerging markets during the prior six months. Performance attribution further indicates that stock selection contributed positively to portfolio relative returns for the period, while sector selection detracted. Stock selection relative gains were largely the result of the outperformance of deep value names within the Financials, Health Care and Energy sectors — holdings within the Diversified Banks, Pharmaceuticals and Integrated Oil & Gas industries performed particularly well. From a sector perspective, relative losses were modest and largely a function of our underweight position in the Communication Services sector as well as our overweight to Utilities stocks. Top contributors for the period included our overweight positions in PetroChina, Sinopharm, Vipshop, SSY Group, China Resources Medical Holdings, China Petroleum & Chemical, Cencosud, China Pacific Insurance and Doosan Bobcat. Not owning Infosys, Reliance Industries, Saudi National Bank and Al- Rajhi Bank also added value. The main individual detractors included our underweights to Taiwan Semiconductor and Alibaba as well as not owning Tencent, Naspers, NetEase, POSCO and China Merchants Bank. Overweight positions in JBS, Camil Alimentos, Itaúsa, KT Corp, Absa Group, LX International and KRBL Ltd. 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 7.2x forward earnings compared to 13.1x for the MSCI Emerging Markets Index, 0.9x book value compared to 1.6x for the MSCI Emerging Markets Index and 4.8x cash flow compared to 8.8x for the MSCI Emerging Markets Index. Sector weightings are a result of our bottom-up stock selection process, subject to constraints at the sector and industry levels. The Fund is currently overweight Energy, Utilities and Financials while underweight the Consumer Discretionary, Communication Services and Materials sectors.

 

1


LOGO

MANAGER’S DISCUSSION AND ANALYSIS OF FUND PERFORMANCE

(Unaudited)

 

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

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

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

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

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

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

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

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

 

2


  
April 30, 2023    (Unaudited)

 

Sector Weightings †:

 

LOGO

 

Percentages are based on total investments.

 

Schedule of Investments

    

LSV Emerging Markets Equity Fund

 

         Shares          Value (000)   

Foreign Common Stock (97.3%)

    

Brazil (4.2%)

    

Banco do Brasil

     24,300     $ 208  

Camil Alimentos

     44,100       63  

EDP - Energias do Brasil

     22,900       103  

JBS S

     35,400       126  

Qualicorp Consultoria e Corretora de Seguros

     3,000       2  

Telefonica Brasil

     5,800       48  

Vale

     16,500       239  

Vibra Energia

     15,100       40  
    

 

 

 
       829  
    

 

 

 

Chile (1.4%)

    

Cencosud

     83,100       169  

Cia Cervecerias Unidas

     6,200       51  

Vina Concha y Toro

     44,300       53  
    

 

 

 
       273  
    

 

 

 

China (2.9%)

    

China CITIC Bank, Cl H

     263,000       142  

Kunlun Energy

     92,000       85  

Shanghai Pharmaceuticals Holding, Cl H

     36,000       73  

Shenzhen Expressway, Cl H

     64,000       60  

Sinotrans, Cl H

     215,000       74  

Vipshop Holdings ADR*

     8,700       137  
    

 

 

 
                   571  
    

 

 

 

Czech Republic (0.4%)

    

Philip Morris CR

     100       83  
    

 

 

 

LSV Emerging Markets Equity Fund

 

         Shares          Value (000)   

Egypt (0.3%)

    

Eastern SAE

     117,100     $ 66  
    

 

 

 

Greece (0.4%)

    

Motor Oil Hellas Corinth Refineries

     3,600                   86  
    

 

 

 

Hong Kong (27.8%)

    

3SBio

     89,000       89  

Agile Group Holdings

     82,000       17  

Alibaba Group Holding*

     32,900       349  

Anhui Conch Cement, Cl H

     12,500       39  

Asia Cement China Holdings

     85,000       37  

BAIC Motor, Cl H

     305,500       86  

Baidu, Cl A*

     6,240       94  

Bank of China, Cl H

     762,000       304  

Bank of Communications, Cl H

     208,000       134  

Beijing Enterprises Holdings

     22,500       93  

China BlueChemical

     302,000       80  

China Coal Energy, Cl H

     84,000       72  

China Everbright

     44,000       32  

China Everbright Bank, Cl H

     265,000       85  

China Feihe

     115,000       78  

China Hongqiao Group

     58,000       57  

China Medical System Holdings

     44,000       73  

China Merchants Port Holdings

     52,000       77  

China Minsheng Banking, Cl H

     254,000       93  

China Pacific Insurance Group, Cl H

     39,000       116  

China Petroleum & Chemical, Cl H

     268,000       176  

China Railway Group, Cl H

     143,000       110  

China Reinsurance Group, Cl H

     740,000       57  

China Resources Medical Holdings

     121,000       113  

China Suntien Green Energy, Cl H

     88,000       39  

China Tower, Cl H

     554,000       71  

China Traditional Chinese Medicine Holdings

     76,000       42  

China XLX Fertiliser

     128,000       61  

China Yongda Automobiles Services Holdings

     98,000       66  

Country Garden Holdings*

     93,000       24  

Dali Foods Group

     101,500       42  

Dongfeng Motor Group, Cl H

     150,000       72  

Far East Horizon

     91,000       82  

Grand Pharmaceutical Group

     124,500       81  
 

 

The accompanying notes are an integral part of the financial statements

 

3


Schedule of Investments   
April 30, 2023    (Unaudited)

 

LSV Emerging Markets Equity Fund

 

         Shares          Value (000)   

Hong Kong (continued)

    

Guangzhou Baiyunshan Pharmaceutical Holdings, Cl H

     22,000     $ 72  

Hengan International Group

     15,000       67  

Kingboard Laminates Holdings

     66,000       68  

Lenovo Group

     224,000       229  

Lonking Holdings

     152,000       27  

Maanshan Iron & Steel, Cl H

     134,000       29  

NetDragon Websoft Holdings

     32,000       63  

New China Life Insurance, Cl H

     34,700       99  

Orient Overseas International

     6,000       122  

People’s Insurance Group of China, Cl H

     310,000       122  

PetroChina, Cl H

     454,000       316  

PICC Property & Casualty, Cl H

     164,000       198  

Ping An Insurance Group of China, Cl H

     12,000       88  

Postal Savings Bank of China, Cl H

     146,000       95  

Shougang Fushan Resources Group

     210,000       71  

Sinopec Engineering Group, Cl H

     124,000       64  

Sinopharm Group, Cl H

     48,000       170  

Sinotruk Hong Kong

     37,500       57  

SITC International Holdings

     38,000       70  

SSY Group

     224,000       157  

TCL Electronics Holdings

     229,000       107  

Want Want China Holdings

     83,000       53  

Yuexiu Transport Infrastructure

     98,000       54  

Zhejiang Expressway, Cl H

     68,000       56  

Zhengzhou Coal Mining Machinery Group, Cl H

     63,400       71  
    

 

 

 
                   5,566  
    

 

 

 

Hungary (1.0%)

    

Magyar Telekom Telecommunications

     26,200       33  

MOL Hungarian Oil & Gas

     10,900       88  

OTP Bank Nyrt

     2,400       73  
    

 

 

 
       194  
    

 

 

 

India (13.0%)

    

Aurobindo Pharma

     8,500       64  

Canara Bank

     31,400       123  

Chambal Fertilisers and Chemicals

     16,600       58  

Coal India

     28,200       81  

Cyient

     6,000       87  

LSV Emerging Markets Equity Fund

 

         Shares          Value (000)   

India (continued)

    

GAIL India

     88,800     $ 117  

Gujarat State Fertilizers & Chemicals

     50,600       99  

HCL Technologies

     8,700       114  

Hindustan Aeronautics

     2,400       86  

Indiabulls Housing Finance*

     3,100       4  

Indian Bank

     29,300       116  

Jubilant Pharmova, Cl A

     4,400       17  

Kalpataru Power Transmission

     10,000       66  

Mahanagar Gas

     6,973       86  

National Aluminium

     67,900       69  

NMDC

     44,900       60  

NMDC Steel Ltd*

     44,900       20  

NTPC

     51,900       109  

Oil & Natural Gas

     67,600       132  

Oil India

     31,200       98  

Oracle Financial Services Software

     2,200       96  

Petronet LNG

     42,400       123  

Power Finance

     54,800       114  

Power Grid Corp of India

     37,700       110  

REC

     60,600       98  

Redington

     64,800       134  

Tata Steel

     114,000       150  

UPL

     8,200       74  

Vedanta

     24,400       84  
    

 

 

 
                   2,589  
    

 

 

 

Indonesia (2.3%)

    

Astra International

     208,300       96  

Bank Negara Indonesia Persero

     147,700       95  

Bukit Asam

     279,400       79  

Matahari Department Store

     249,400       69  

United Tractors

     58,800       116  
    

 

 

 
       455  
    

 

 

 

Malaysia (1.8%)

    

AMMB Holdings

     88,000       71  

CIMB Group Holdings

     61,600       70  

RHB Bank

     62,800       77  

Scientex

     64,200       49  

Tenaga Nasional

     41,600       84  
    

 

 

 
       351  
    

 

 

 

Mexico (2.9%)

    

Cemex*

     208,200       125  

Coca-Cola Femsa

     9,458       78  

Fibra Uno Administracion

     55,800       77  

Grupo Financiero Banorte, Cl O

     11,500       100  

Grupo Mexico

     22,000       108  
 

 

The accompanying notes are an integral part of the financial statements

 

4


Schedule of Investments   
April 30, 2023    (Unaudited)

 

LSV Emerging Markets Equity Fund

 

         Shares          Value (000)   

Mexico (continued)

    

Megacable Holdings

     32,700     $ 89  
    

 

 

 
       577  
    

 

 

 

Philippines (0.8%)

    

DMCI Holdings

     460,100       82  

Metro Pacific Investments

     1,070,000       85  
    

 

 

 
       167  
    

 

 

 

Poland (1.9%)

    

Asseco Poland

     5,300       108  

Cyfrowy Polsat

     16,600       70  

Polski Koncern Naftowy ORLEN

     5,226       80  

Powszechny Zaklad Ubezpieczen

     14,000       128  
    

 

 

 
       386  
    

 

 

 

Russia (–%)

    

Gazprom PJSC(A)(B)

     11,300        

LUKOIL PJSC(A)(B)

     2,300        

Magnit PJSC(A)(B)

     1,000        

MMC Norilsk Nickel PJSC(A)(B)

     370        

Mobile TeleSystems PJSC(A)(B)

     13,800        
    

 

 

 
        
    

 

 

 

Singapore (0.4%)

    

Yangzijiang Shipbuilding Holdings

     81,400       76  
    

 

 

 

South Africa (3.2%)

    

Absa Group

     11,400       110  

African Rainbow Minerals

     4,300       54  

Astral Foods

     3,800       35  

Exxaro Resources

     5,300       56  

Foschini Group

     10,400       54  

Impala Platinum Holdings

     7,400       72  

MTN Group

     6,600       46  

Nedbank Group

     5,600       65  

Oceana Group

     16,600       61  

Telkom SOC*

     7,500       14  

Vodacom Group

     10,200       70  
    

 

 

 
                   637  
    

 

 

 

South Korea (12.6%)

    

DB HiTek

     1,900       87  

DB Insurance

     1,500       94  

DL E&C

     332       9  

DL Holdings

     133       5  

LSV Emerging Markets Equity Fund

 

         Shares          Value (000)   

South Korea (continued)

    

Doosan Bobcat

     3,200     $ 123  

Hana Financial Group

     2,900       91  

Hankook & Co

     5,100       48  

Hyundai GF Holdings

     4,572       14  

Hyundai Glovis

     800       98  

Hyundai Green Food*

     2,427       22  

Hyundai Home Shopping Network

     1,000       36  

Hyundai Marine & Fire Insurance

     2,800       79  

Kginicis

     1,700       16  

Kia

     2,800       177  

KT

     4,800       108  

KT&G

     1,300       83  

LG

     900       59  

LX INTERNATIONAL CORP

     2,700       59  

LX Semicon

     1,000       79  

Samsung Electronics

     13,500       665  

SFA Engineering

     700       21  

Shinhan Financial Group

     3,700       97  

Shinsegae

     500       77  

SK Telecom

     2,100       75  

SNT Motiv

     2,000       71  

Value Added Technology

     2,700       78  

Vieworks

     2,300       59  

Wonik QnC

     4,500       82  
    

 

 

 
                   2,512  
    

 

 

 

Taiwan (15.1%)

    

ASE Technology Holding

     51,000       168  

Asia Vital Components

     19,000       98  

Cathay Financial Holding

     68,000       94  

China Development Financial Holding

     185,000       79  

China Development Financial Holding

     68,375       16  

Chipbond Technology

     22,000       47  

ChipMOS Technologies

     58,000       70  

Compeq Manufacturing

     58,000       82  

Elan Microelectronics

     19,000       59  

Fubon Financial Holding

     57,541       111  

Global Mixed Mode Technology

     8,000       47  

Hon Hai Precision Industry

     62,000       211  

International Games System

     5,000       87  

King Yuan Electronics

     65,000       100  

MediaTek

     10,000       217  

Micro-Star International

     21,000       100  

Novatek Microelectronics

     8,000       109  

Pou Chen

     98,000       102  

Powertech Technology

     34,000       102  

Primax Electronics

     36,000       70  

Radiant Opto-Electronics

     20,000       74  
 

 

The accompanying notes are an integral part of the financial statements

 

5


Schedule of Investments   
April 30, 2023    (Unaudited)

 

LSV Emerging Markets Equity Fund

 

         Shares          Value (000)   

Taiwan (continued)

    

Shin Kong Financial Holding*

     278,000     $ 76  

Sigurd Microelectronics

     41,000       70  

Simplo Technology

     9,000       90  

Sino-American Silicon Products

     10,000       48  

SinoPac Financial Holdings

     5,735       3  

Taiwan Semiconductor Manufacturing

     15,000       247  

Topco Scientific

     10,000       61  

Tripod Technology

     11,000       41  

United Microelectronics

     83,000       133  

Yuanta Financial Holding

     151,204       111  

Zhen Ding Technology Holding

     28,000       102  
    

 

 

 
                   3,025  
    

 

 

 

Thailand (3.0%)

    

Bangkok Bank

     17,700       82  

Kasikornbank

     24,000       88  

Kiatnakin Phatra Bank

     43,700       77  

Krung Thai Bank

     286,900       151  

Origin Property

     273,000       95  

Quality Houses

     593,800       41  

Supalai

     96,600       60  
    

 

 

 
       594  
    

 

 

 

Turkey (1.2%)

    

Coca-Cola Icecek

     6,400       78  

Haci Omer Sabanci Holding

     52,200       102  

Turkiye Sise ve Cam Fabrikalari

     29,600       56  
    

 

 

 
       236  
    

 

 

 

United Arab Emirates (0.7%)

    

Abu Dhabi Commercial Bank PJSC

     21,042       51  

Emaar Properties PJSC

     59,100       95  
    

 

 

 
       146  
    

 

 

 

TOTAL FOREIGN COMMON STOCK
(Cost $19,755)

 

    19,419  
    

 

 

 

Foreign Preferred Stock (1.9%)

    

Brazil** (1.9%)

    

Banco do Estado do Rio Grande do Sul

     36,000       77  

Cia Energetica de Minas Gerais

     43,700       107  

Cia Paranaense de Energia

     58,400       94  

LSV Emerging Markets Equity Fund

 

         Shares          Value (000)   

Brazil** (continued)

    

Itausa

     56,200     $ 97  
    

 

 

 
       375  
    

 

 

 

Colombia** (0.0%)

    

Banco Davivienda

     1,700       8  
    

 

 

 

TOTAL FOREIGN PREFERRED STOCK
(Cost $362)

 

    383  
    

 

 

 

Warrants (0.0%)

    

Thailand (0.0%)

    

Kiatnakin Phatra Bank 01/02/2025

     3,642        

Kiatnakin Phatra Bank 01/03/2027

     3,642        
    

 

 

 
        
    

 

 

 

TOTAL WARRANTS
(Cost $–)

        
    

 

 

 
     Face
Amount
(000)
       

Repurchase Agreement (0.3%)

    

South Street Securities 4.480%, dated 04/28/2023, to be repurchased on 05/01/2023, repurchase price $66 (collateralized by various U.S. Treasury obligations, ranging in par value $0 - $73, 1.250% - 3.625%, 11/30/2026 - 02/15/2053; total market value $67)

   $ 66       66  
    

 

 

 

TOTAL REPURCHASE AGREEMENT
(Cost $66)

 

    66  
    

 

 

 

Total Investments – 99.5%
(Cost $20,183)

 

  $         19,868  
    

 

 

 

Percentages are based on Net Assets of $19,950 (000).

 

*

Non-income producing security.

**

No rate available.

(A)

Level 3 security in accordance with fair value hierarchy.

(B)

Security is Fair Valued.

ADR — American Depositary Receipt

Cl — Class

Ltd — Limited

PJSC — Public Joint Stock Company

 

 

The accompanying notes are an integral part of the financial statements

 

6


Schedule of Investments   
April 30, 2023    (Unaudited)

 

The following is a summary of the inputs used as of April 30, 2023, in valuing the Fund’s investments carried at value ($000):

 

Investments in

  Securities

    Level 1      Level 2      Level 3(1)       Total  

  Foreign Common Stock

           

Brazil

   $ 829      $      $      $ 829  

Chile

     273                      273  

China

     137        434               571  

Czech Republic

     83                      83  

Egypt

            66               66  

Greece

            86               86  

Hong Kong

            5,566               5,566  

Hungary

            194               194  

India

            2,589               2,589  

Indonesia

            455               455  

Malaysia

            351               351  

Mexico

     577                      577  

Philippines

            167               167  

Poland

            386               386  

Russia

                   –^         

Singapore

            76               76  

South Africa

            637               637  

South Korea

            2,512               2,512  

Taiwan

            3,025               3,025  

Thailand

            594               594  

Turkey

            236               236  

United Arab Emirates

            146               146  

 

  

 

 

 

  

 

 

 

  

 

 

 

  

 

 

 

Total Foreign Common Stock

     1,899        17,520               19,419  

 

  

 

 

 

  

 

 

 

  

 

 

 

  

 

 

 

Foreign Preferred Stock

           

Brazil

     375                      375  

Colombia

     8                      8  

 

  

 

 

 

  

 

 

 

  

 

 

 

  

 

 

 

Total Foreign Preferred Stock

     383                      383  

 

  

 

 

 

  

 

 

 

  

 

 

 

  

 

 

 

Total Warrants

                           

 

  

 

 

 

  

 

 

 

  

 

 

 

  

 

 

 

Total Repurchase Agreement

            66               66  

 

  

 

 

 

  

 

 

 

  

 

 

 

  

 

 

 

Total Investments in Securities

   $  2,282      $  17,586      $         –      $ 19,868  

 

  

 

 

 

  

 

 

 

  

 

 

 

  

 

 

 

 

(1)

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

^

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

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

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

            

 

 

The accompanying notes are an integral part of the financial statements

 

7


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

 

     

LSV Emerging  

Markets Equity  

Fund

Assets:

  

Investments, at Value (Cost $20,183)

   $ 19,868  

Foreign Currency, at Value (Cost $103)

     101  

Dividends and Interest Receivable

     81  

Receivable for Investment Securities Sold

     2  

Prepaid Expenses

     23  

 

 

Total Assets

     20,075  

 

 

Liabilities:

  

Accrued Foreign Capital Gains Tax

     56  

Payable to Custodian

     45  

Payable due to Investment Adviser

     10  

Payable due to Administrator

     1  

Other Accrued Expenses

     13  

 

 

Total Liabilities

     125  

 

 

Net Assets

   $ 19,950  

 

 

Net Assets Consist of:

  

Paid-in Capital

   $ 20,517  

Total Accumulated Losses

     (567

 

 

Net Assets

   $ 19,950  

 

 

Net Asset Value, Offering and Redemption Price Per Share —
Institutional Class Shares ($18,788 ÷ 1,831,586 shares)(1)

   $ 10.26  

 

 

Net Asset Value, Offering and Redemption Price Per Share —
Investor Class Shares ($1,162 ÷ 113,455 shares)(1)

   $         10.25

 

 

 

(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

 

8


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

(Unaudited)

 

     

LSV Emerging    

Markets Equity    

Fund

Investment Income:

  

Dividend Income

   $ 354  

Interest Income

     1  

Foreign Taxes Withheld

     (53

 

 

Total Investment Income

     302  

 

 

Expenses:

  

Investment Advisory Fees

     95  

Administration Fees

     6  

Trustees’ Fees

     1  

Distribution Fees - Investor Class

     1  

Custodian Fees

     44  

Transfer Agent Fees

     19  

Registration and Filing Fees

     18  

Professional Fees

     4  

Printing Fees

     1  

Insurance and Other Fees

     5  

 

 

Total Expenses

     194  

Less: Waiver of Investment Advisory Fees

     (78

 

 

Net Expenses

     116  

 

 

Net Investment Income

     186  

 

 

Net Realized Loss on Investments

     (193

Net Realized Gain on Foreign Currency Transactions

     7  

Net Realized Loss on Foreign Forward Currency Contracts

     (1

Net Realized Loss on Foreign Capital Gains Tax

     (6

Net Change in Unrealized Appreciation on Investments

     3,733  

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

     (44

Net Change in Unrealized Appreciation on Foreign Currency Translation

     4  

 

 

Net Realized and Unrealized Gain on Investments

     3,500  

 

 

Net Increase in Net Assets Resulting from Operations

   $         3,686  

 

 

 

The accompanying notes are an integral part of the financial statements

 

9


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 Emerging Markets Equity  
Fund
 
     

11/1/2022 to

04/30/2023

    11/1/2021 to
10/31/2022

Operations:

    

Net Investment Income

   $ 186     $ 703  

Net Realized Loss

     (193     (35

Net Change in Unrealized Appreciation (Depreciation)

     3,693       (4,654

 

 

Net Increase (Decrease) in Net Assets Resulting from Operations

     3,686       (3,986

 

 

Distributions

    

Institutional Class Shares

     (589     (1,265

Investor Class Shares

     (31     (85

 

 

Total Distributions

     (620     (1,350

 

 

Capital Share Transactions:

    

Institutional Class Shares:

    

Issued

     754       11,227  

Reinvestment of Dividends and Distributions

     589       1,265  

Redeemed

     (1,243     (5,151

 

 

Net Increase from Institutional Class Shares Transactions

     100       7,341  

 

 

Investor Class Shares:

    

Issued

     184       499  

Reinvestment of Dividends and Distributions

     31       85  

Redeemed

     (23     (479

 

 

Net Increase from Investor Class Shares Transactions

     192       105  

 

 

Net Increase in Net Assets Derived from Capital Share Transactions

     292       7,446  

 

 

Total Increase in Net Assets

     3,358       2,110  

 

 

Net Assets:

    

Beginning of Period

     16,592       14,482  

 

 

End of Year/Period

   $         19,950     $         16,592  

 

 

Shares Transactions:

    

Institutional Class:

    

Issued

     79       1,113  

Reinvestment of Dividends and Distributions

     62       111  

Redeemed

     (129     (517

 

 

Total Institutional Class Share Transactions

     12       707  

 

 

Investor Class:

    

Issued

     18       46  

Reinvestment of Dividends and Distributions

     3       7  

Redeemed

     (2     (44

 

 

Total Investor Class Share Transactions

     19       9  

 

 

Net Increase in Shares Outstanding

     31       716  

 

 

 

The accompanying notes are an integral part of the financial statements

 

10


Financial Highlights

For a share outstanding throughout each period.

For the six months ended April 30, 2023 (Unaudited) and for the years 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 Emerging Markets Equity Fund

                         

Institutional Class Shares

                            
    2023*    $ 8.67      $ 0.10      $ 1.81     $ 1.91     $ (0.32   $     $ (0.32   $ 10.26        22.34   $ 18,788        1.20     2.00     1.97     8
    2022      12.09        0.45        (2.88     (2.43     (0.36     (0.63     (0.99     8.67        (21.97     15,780        1.19       2.45       4.33       38  
    2021      9.11        0.37        2.91       3.28       (0.21     (0.09     (0.30     12.09        36.38       13,451        1.19       2.68       3.18       19  
    2020      10.28        0.26        (1.11     (0.85     (0.31     (0.01     (0.32     9.11        (8.67     6,384        1.19       3.20       2.85       19  
    2019**      10.00        0.27        0.01       0.28       –             –             –             10.28        2.80       6,416        1.20       4.20       3.38       5  

Investor Class Shares

                            
    2023*    $ 8.65      $ 0.08      $ 1.82     $ 1.90     $ (0.30   $ –           $ (0.30   $ 10.25        22.21   $ 1,162        1.45     2.25 %          1.73     8
    2022      12.07        0.43        (2.89     (2.46     (0.33     (0.63     (0.96     8.65        (22.18     812        1.45       2.63       4.04       38  
    2021      9.10        0.37        2.88       3.25       (0.19     (0.09     (0.28     12.07        36.06       1,031        1.45       2.95       3.15       19  
    2020      10.28        0.25        (1.12     (0.87     (0.30     (0.01     (0.31     9.10        (8.83     350        1.45       3.50       2.79       19  
    2019**      10.00        0.15        0.13       0.28       –             –             –             10.28        2.80       184        1.48 (2)      3.89       1.92       5  

 

*

For the six-month period ended April 30, 2023. All ratios for the period have been annualized.

**

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

Total return is for the period indicated and has not been annualized. Total return would have been lower had the Adviser not waived a portion of its fee. Total returns shown do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of 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.

(2)

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

 

Amounts

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

 

The accompanying notes are an integral part of the financial statements

 

11


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 Emerging Markets Equity Fund, a diversified Fund (the “Fund”). The Fund seeks long-term growth of capital by investing in undervalued stocks which are out of favor in the market. The Fund commenced operations on January 17, 2019, offering Institutional Class Shares and Investor Class Shares. The financial statements of the remaining funds of the Trust are not presented herein, but are presented separately. The assets of each fund are segregated, and a shareholder’s interest is limited to the fund in which shares are held.

 

2.

Significant Accounting Policies:

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

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

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

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

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

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

Some of the more common reasons that may necessitate that a security be valued using Fair Value Procedures include: the security’s trading has been halted or suspended; the security has been de-listed from a national exchange; the security’s primary trading market is temporarily closed at a time when under normal conditions it would be open; the security has not been traded for an extended period of time; the security’s primary pricing source is not able or willing to provide a price; or trading of the security is subject to local government-imposed restrictions. When a security is valued in accordance with the Fair Value Procedures, the Committee will determine the value after taking into consideration relevant information reasonably available to the Committee. As of April 30, 2023, the total market value of securities that were fair valued by the Committee were $0 (000) or 0.0% of Net Assets.

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

 

 

12


Notes to Financial Statements   
April 30, 2023    (Unaudited)

 

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

The Fund uses Intercontinental Exchange Data Pricing & Reference Data, LLC (“ICE”) as a third party fair valuation vendor when the fair value trigger is met. ICE provides a fair value for foreign securities in the Fund based on certain factors and methodologies (involving, generally, tracking valuation correlations between the U.S. market and each non-U.S. security) applied by ICE in the event that there is a movement in the U.S. market that exceeds a specific threshold established by the Committee. The Committee establishes a “confidence interval” which is used to determine the level of correlation between the value of a foreign security and movements in the U.S. market before a particular security is fair valued when the threshold is exceeded. In the event that the threshold established by the Committee is exceeded on a specific day, the Fund values its non-U.S. securities that exceed the applicable “confidence interval” based upon the fair values provided by ICE. In such event, it is not necessary to hold a Committee meeting. In the event that the Adviser believes that the fair values provided by ICE are not reliable, the Adviser contacts SEI Investments Global Fund Services (the “Administrator”) and may request that a meeting of the Committee be held. As of April 30, 2023, the total market value of securities valued in accordance with Fair Value Procedures were $17,520 (000) or 87.8% of Net Assets. If a local market in which the Fund owns securities is closed for one or more days, the Fund shall value all securities held in that corresponding currency based on the fair value prices provided by ICE using the predetermined confidence interval discussed above.

In accordance with the authoritative guidance on

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

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

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

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

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

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

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

 

 

13


Notes to Financial Statements   
April 30, 2023    (Unaudited)

 

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”), as determined by the Adviser. Provisions of the repurchase agreements and procedures adopted by the Board require that the market value of the collateral, including accrued interest thereon, is sufficient in the event of default

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

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

At 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

   $                 66         $                 66         $                 —         $                 —     

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

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

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

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

 

 

14


Notes to Financial Statements   
April 30, 2023    (Unaudited)

 

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, Transfer Agency and Custodian Agreements:

The Fund, along with other series of the Trust advised by LSV Asset Management (the “Adviser”), and the Administrator are parties to an Administration Agreement, under which the Administrator provides administrative services to the Fund. For these services, the Administrator is paid an asset based fee, subject to certain minimums, which will vary depending on the number of share classes and the average daily net assets of the Fund. For the six months ended April 30, 2023, the Fund incurred $5,535 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 $1,300 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 $480 in cash management credits which were used to offset transfer agent expenses.

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

 

5.

Investment Advisory Agreement:

The Trust and the Adviser are parties to an Investment Advisory Agreement, under which the Adviser receives an annual fee equal to 1.00% of the Fund’s average daily net assets. The Adviser has contractually agreed to waive its fee (excluding interest, taxes, brokerage commissions, acquired fund fees and expenses, and extraordinary expenses) in order to limit the Fund’s total operating expenses after fee waivers and/or expense reimbursements to a maximum of 1.20% and 1.45% of the Fund’s Institutional Class and Investor Class Shares’ average daily net assets, respectively, through February 28, 2024. Refer to waiver of investment advisory fees on 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

   $ 1,654  

Sales

   $         1,504  

 

7.

Federal Tax Information:

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

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

 

 

15


Notes to Financial Statements   
April 30, 2023    (Unaudited)

 

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

 

       Ordinary  
Income
     Long-Term
  Capital Gain  
         Total      

2022

    $ 718      $ 632      $ 1,350  

2021

     225        28        253  

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

 

Undistributed Ordinary Income

   $ 520  

Capital Loss Carryforward

     (12

Other Temporary Differences

     1  

Unrealized Depreciation

     (4,142
  

 

 

 

Total Accumulated Losses

     $         (3,633
  

 

 

 

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

During the year ended October 31, 2022, no capital loss carryforwards were utilized to offset capital gains.

The total cost of securities for Federal income tax purposes and the aggregate gross unrealized appreciation and depreciation on investments held by the Fund at April 30, 2023, were as follows (000):

 

Federal

  Tax Cost  

   Aggregated
Gross
Unrealized
 Appreciation 
     Aggregated
Gross
Unrealized
 Depreciation 
    Net
Unrealized
 Depreciation 
 

$      20,183

    $ 2,194        $ (2,509)       $ (315)   

 

8.

Concentration of Risks:

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

Foreign Company Risk — Investing in foreign companies, including direct investments and through Depositary Receipts, poses additional risks since political and economic events unique to a country or region will affect those markets and their issuers. These risks will not necessarily affect the U.S. economy or similar issuers located in the United States. In addition, investments in foreign companies are generally

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

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

Risk of Investing in Russia — Russia’s military invasion of Ukraine in February 2022, the resulting responses by the United States and other countries, and the potential for wider conflict have had, and could continue to have, severe adverse effects on regional and global economies and could further increase volatility and uncertainty in the financial markets. The United States and other countries have imposed broad-ranging economic sanctions on Russia and certain Russian individuals, banking entities and corporations as a

 

 

16


Notes to Financial Statements   
April 30, 2023    (Unaudited)

 

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

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

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

adversely affect the prices and liquidity of the securities and other instruments in which the Fund invests, which in turn could negatively impact the Fund’s performance and cause losses on your investment in the Fund.

Medium and Smaller Capitalization Risk — The medium-and smaller-capitalization companies in which the Fund may invest may be more vulnerable to adverse business or economic events than larger, more established companies. In particular, investments in these medium-and small-sized companies may pose additional risks, including liquidity risk, because these companies tend to have limited product lines, markets and financial resources, and may depend upon a relatively small management group. Therefore, medium- and small-capitalization stocks may be more volatile than those of larger companies. These securities may be traded over-the-counter or listed on an exchange.

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

 

9.

Concentration of Shareholders:

At April 30, 2023, 80% of total shares outstanding for the Institutional Class Shares were held by four record shareholders each owning 10% or greater of the aggregate total shares outstanding. At April 30, 2023, 88% of total shares outstanding for the Investor Class Shares were held by two record shareholders owning 10% or greater of the aggregate total shares outstanding. These were comprised mostly of omnibus accounts which were held on behalf of various individual shareholders.

 

10.

Indemnifications:

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

 

11.

Subsequent Events:

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

 

 

17


Notes to Financial Statements   
April 30, 2023    (Unaudited)

 

additional disclosures or adjustments were required to the financial statements.

    

 

 

18


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’ 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’ 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’ 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 Emerging Markets Equity Fund

                                       

Actual Fund Return

             

Institutional Class Shares

   $ 1,000.00      $ 1,223.40        1.20%        $6.62    

Investor Class Shares

     1,000.00        1,222.10        1.45           7.99    

Hypothetical 5% Return

             

Institutional Class Shares

   $ 1,000.00      $ 1,018.84        1.20%        $6.01    

Investor Class Shares

     1,000.00        1,017.60        1.45           7.25      

 

*

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).

 

19


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.

 

20


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.

 

21


 

 

Trust:

The Advisors’ Inner Circle Fund

Fund:

LSV Emerging Markets Equity Fund

Adviser:

LSV Asset Management

Distributor:

SEI Investments Distribution Co.

Administrator:

SEI Investments Global Fund Services

Legal Counsel:

Morgan, Lewis & Bockius LLP

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

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

LSV-SA-010-0500


(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