N-CSRS 1 d444248dncsrs.htm LSV GLOBAL MANAGED VOLATILITY LSV Global Managed Volatility

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

Global Managed Volatility 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 Global Managed Volatility Fund, the MSCI AC World Index (the benchmark) and the MSCI AC World Minimum Volatility Index for the trailing periods ending April 30, 2023 were as follows:

 

     Trailing
    6-Months    
  One
    Year    
  Three
    Years    
  Five
    Years    
  Seven
    Years    
  Since
    Inception    
  

 

LSV Global Managed Volatility Fund, Institutional Class Shares*    8.56%   2.52%   10.40%   4.27%   6.24%   5.13%

Benchmark:

            

MSCI AC World Index

   12.67%   2.06%   12.04%   7.03%   9.15%   6.91%

Volatility Index:

            

MSCI AC World Minimum Volatility Index

   8.73%   0.88%   6.66%   5.62%   6.48%   6.76%

* Month ended April 30, 2023.

Institutional Class Shares performance as of 3/31/23: -2.58% (1 year), 4.05% (5 year) and 4.99% (Since Inception). The performance data quoted represents past performance. Past performance does not guarantee future results. The investment return and principal value of an investment will fluctuate so that an investor’s shares when redeemed, may be worth more or less than their original cost and current performance may be lower or higher than the performance quoted. For performance data current to the most recent month end, please call 888-FUND-LSV (888-386-3578). Periods longer than 1-year are annualized; inception date 6/26/2014.

Global 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 AC World Index was up 12.67% (in USD). From a style perspective, value stocks (as measured by the MSCI Indices) significantly underperformed growth over the period-the MSCI AC World Value Index was up 8.45% while the MSCI AC World Growth Index was up 17.02% (both in USD). Low Volatility stocks also underperformed during the period as the MSCI ACWI Minimum Volatility Index was up 8.73%. The LSV Global Managed Volatility Fund, Institutional Class Shares, was up 8.56% for the period. From a sector perspective, Communication Services, Information Technology and Materials stocks outperformed while the Energy, Health Care and Financials sectors lagged.

The LSV Global Managed Volatility Fund holds securities that are believed to have less volatility than the overall equity markets and high expected returns based on LSV’s quantitative alpha model. The portfolio decision making process is quantitative and stocks are ranked simultaneously on an array of variables in order to arrive at an overall expected return ranking for each stock in the universe. Next, stocks are ranked on an assortment of factors to estimate a risk score. The risk score is a function of beta, standard deviation and volatility of operating performance (cash flows and earnings).

The portfolio’s deep value bias and lower volatility profile versus the benchmark each had a negative impact on relative returns for the period as both value and lower volatility stocks broadly underperformed over the period. Performance attribution further indicates that both stock and sector selection detracted from portfolio relative returns for the period. Stock selection relative losses were primarily the result of the underperformance of lower volatility, deep value names within the Information Technology, Communication Services and Health Care sectors-holdings within the Semiconductors, Broadcasting and Pharmaceuticals industries performed particularly poorly. Within Communication Services, not owning expensive names in the Interactive Media & Services industry also detracted meaningfully. From a sector perspective, relative losses were more modest and primarily a function of our underweight position in the Information Technology sector as well as our overweight to Health Care stocks. Top contributors for the period included our overweight positions in Orange, Novartis, Ahold, Verallia, Tesco, Deutsche Telekom, Mitsui & Co, OSI Systems and Compania de Distribucion Integral Logista. Not owning Tesla, UnitedHealth, Amazon and Bank of America also added value. The main individual detractors included not owning Microsoft, NVIDIA, Meta and Tencent. Overweight positions in Bristol-Myers Squibb, CVS Health, Amgen, Western Union, McKesson, Advance Auto Parts, OceanFirst Bank, CSG Systems, Brookline Bancorp, IBM and AT&T also detracted.

 

1


LOGO

MANAGER’S DISCUSSION AND ANALYSIS OF FUND PERFORMANCE

(Unaudited)

The Fund is trading at 10.3x forward earnings compared to 16.5x for the MSCI AC World Index, 1.5x book value compared to 2.6x for the benchmark and 6.8x cash flow compared to 12.7x for the benchmark. The Fund is overweight the Consumer Staples and Health Care sectors while underweight Information Technology and Consumer Discretionary.

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

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

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

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

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

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

The MSCI AC World Minimum Volatility Index aims to reflect the performance characteristics of a minimum variance strategy applied to large and mid-cap equities across 23 Developed Markets (DM) and 23 Emerging Markets (EM) countries.

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

 

2


 

April 30, 2023    (Unaudited)

 

Sector Weightings †:

 

LOGO

 

Percentages are based on total investments.

 

Schedule of Investments

LSV Global Managed Volatility Fund

 

 

         Shares            Value (000)    

U.S. Common Stock (54.0%)

 

Communication Services (3.9%)

 

AT&T

     31,100      $ 551  

Comcast, Cl A

     4,800        199  

Fox

     3,700        123  

Verizon Communications

     9,000        349  
     

 

 

 
        1,222  
     

 

 

 

Consumer Discretionary (3.1%)

 

Advance Auto Parts

     900        113  

AutoZone*

     30        80  

DR Horton

     800        88  

eBay

     2,100        98  

H&R Block

     3,300        112  

Lowe’s

     1,000        208  

Murphy USA

     500        137  

Whirlpool

     900        126  
     

 

 

 
        962  
     

 

 

 

Consumer Staples (7.1%)

 

Altria Group

     2,100        100  

Archer-Daniels-Midland

     2,000        156  

General Mills

     2,100        186  

JM Smucker

     1,600        247  

Kellogg

     3,600        251  

Kraft Heinz

     3,300        130  

Kroger

     8,500        413  

Molson Coors Beverage, Cl B

     7,900        470  

Sprouts Farmers Market*

     5,400        187  

Tyson Foods, Cl A

     1,700        106  
     

 

 

 
        2,246  
     

 

 

 

Energy (2.4%)

 

Chevron

     900        152  

ExxonMobil

     5,000        591  
     

 

 

 
        743  
     

 

 

 

Financials (5.2%)

 

Bank of New York Mellon

     2,100        89  

Berkshire Hathaway, Cl B*

     400        131  

LSV Global Managed Volatility Fund

 

         Shares            Value (000)    

Financials (continued)

 

Brookline Bancorp

     10,500      $ 100  

FS KKR Capital

     5,900        111  

Golub Capital BDC

     9,418        127  

Hartford Financial Services Group

     4,600        327  

New Mountain Finance

     11,200        133  

Oaktree Specialty Lending

     9,633        182  

OceanFirst Financial

     8,419        135  

Washington Federal

     3,900        109  

Western Union

     19,300        211  
     

 

 

 
        1,655  
     

 

 

 

Health Care (13.1%)

 

Amgen

     1,600        384  

Bristol-Myers Squibb

     8,800        588  

Cardinal Health

     2,400        197  

CVS Health

     5,800        426  

Gilead Sciences

     6,600        542  

lncyte*

     1,800        134  

Jazz Pharmaceuticals*

     900        126  

Johnson & Johnson

     700        115  

McKesson

     1,000        364  

Merck

     5,600        646  

Organon

     430        11  

Pfizer

     7,300        284  

Prestige Consumer Healthcare*

     1,700        105  

Quest Diagnostics

     1,300        180  
     

 

 

 
        4,102  
     

 

 

 

Industrials ( 4.9%)

 

Allison Transmission Holdings

     2,500        122  

CSG Systems International

     3,300        174  

Cummins

     900        212  

Lockheed Martin

     500        232  

MSC Industrial Direct, Cl A

     1,900        172  

Schneider National, Cl B

     6,000        157  

Science Applications International

     1,400        143  

Snap-on

     600        156  

Werner Enterprises

     4,100        185  
     

 

 

 
        1,553  
     

 

 

 

Information Technology (8.8%)

 

Amdocs

     6,000        548  

Arrow Electronics*

     1,400        160  

Cisco Systems

     11,500        543  

Dell Technologies, Cl C

     3,000        130  

HP

     4,000        119  

Intel

     11,600        360  

International Business Machines

     2,700        341  

Oracle

     4,300        407  
 

 

The accompanying notes are an integral part of the financial statements

 

3


Schedule of Investments

 

April 30, 2023    (Unaudited)

 

LSV Global Managed Volatility Fund

 

         Shares            Value (000)    

Information Technology (continued)

 

OSI Systems*

     1,700      $ 192  
     

 

 

 
        2,800  
     

 

 

 

Materials (3.3%)

 

Berry Global Group

     1,300        75  

Graphic Packaging Holding

     6,200        153  

International Paper

     3,600        119  

NewMarket

     500        200  

Packaging of America

     900        122  

Reliance Steel & Aluminum

     600        149  

Sealed Air

     2,000        96  

Sonoco Products

     2,600        157  
     

 

 

 
        1,071  
     

 

 

 

Utilities (2.2%)

 

Entergy

     1,600        172  

Evergy

     3,000        186  

National Fuel Gas

     1,700        95  

Otter Tail

     1,800        130  

UGI

     3,900        132  
     

 

 

 
        715  
     

 

 

 

TOTAL U.S. COMMON STOCK
(Cost $16,463)

 

     17,069  
     

 

 

 

Foreign Common Stock (44.5%)

 

Austria (1.0%)

 

ANDRITZ

     2,300        149  

UNIQA Insurance Group

     16,900        152  
     

 

 

 
        301  
     

 

 

 

Belgium (0.5%)

 

Ageas

     1,500        67  

Etablissements Franz Colruyt

     3,400        94  
     

 

 

 
        161  
     

 

 

 

Brazil (1.0%)

 

EDP - Energias do Brasil

     35,000        158  

Telefonica Brasil

     20,200        166  
     

 

 

 
        324  
     

 

 

 

Canada (3.6%)

 

Alimentation Couche-Tard

     1,300        65  

Bank of Montreal

     800        72  

Bank of Nova Scotia

     1,800        90  

Canadian Imperial Bank of Commerce

     1,200        50  

Canadian Tire, Cl A

     1,300        170  

Loblaw

     3,400        320  

Quebecor, Cl B

     7,200        186  

LSV Global Managed Volatility Fund

 

         Shares            Value (000)    

Canada (continued)

 

Stella-Jones

     4,900      $ 192  
     

 

 

 
        1,145  
     

 

 

 

China (0.3%)

 

Shenzhen Expressway, Cl H

     110,000        103  
     

 

 

 

Denmark (0.5%)

 

Scandinavian Tobacco Group

     8,100        158  
     

 

 

 

Finland (0.6%)

 

Metsa Board, Cl B

     16,200        117  

TietoEVRY

     2,354        75  
     

 

 

 
        192  
     

 

 

 

France (4.6%)

 

Carrefour

     13,400        279  

Cie Generale des Etablissements Michelin SCA

     2,400        76  

Orange

     26,100        340  

Sanofi

     2,400        259  

Societe BIC

     2,400        148  

TotalEnergies

     2,800        179  

Verallia

     4,300        175  
     

 

 

 
        1,456  
     

 

 

 

Germany (1.1%)

 

Deutsche Telekom

     12,600        304  

Hornbach Holding & KGaA

     700        59  
     

 

 

 
        363  
     

 

 

 

Hong Kong (2.4%)

 

Bank of China, Cl H

     626,000        250  

Bank of Communications, Cl H

     148,000        96  

China Shenhua Energy, Cl H

     50,000        166  

CRRC

     197,000        127  

Dah Sing Banking Group

     20,000        16  

People’s Insurance Group of China, Cl H

     274,000        108  
     

 

 

 
        763  
     

 

 

 

Hungary (0.2%)

 

Magyar Telekom Telecommunications

     48,800        61  
     

 

 

 
 

 

The accompanying notes are an integral part of the financial statements

 

4


Schedule of Investments

 

April 30, 2023    (Unaudited)

 

LSV Global Managed Volatility Fund

 

         Shares            Value (000)    

Italy (0.7%)

 

Eni

     15,500      $ 234  
     

 

 

 

Japan (9.5%)

 

AEON REIT Investment

     100        115  

Brother Industries

     9,700        152  

Canon

     6,100        145  

EDION

     15,300        151  

Fukuoka REIT

     100        120  

Honda Motor

     6,400        170  

Horiba

     2,700        149  

ITOCHU

     2,600        86  

Japan Post Holdings

     26,500        218  

Japan Post Insurance

     8,900        145  

Japan Tobacco

     12,900        278  

Mitsubishi Shokuhin

     4,500        116  

Mitsui

     7,000        219  

Mizuho Financial Group

     12,150        176  

Nippon Electric Glass

     9,100        174  

Nippon Express Holdings

     2,700        158  

Nippon Telegraph & Telephone

     3,700        113  

Sekisui House

     5,500        113  

Teijin

     7,200        80  

Yamaguchi Financial Group

     13,300        82  
     

 

 

 
        2,960  
     

 

 

 

Malaysia (0.6%)

 

AMMB Holdings

     72,600        59  

RHB Bank

     113,500        139  
     

 

 

 
        198  
     

 

 

 

Netherlands (1.4%)

 

Koninklijke Ahold Delhaize

     13,000        447  
     

 

 

 

Norway (0.4%)

 

Orkla

     18,000        129  
     

 

 

 

Portugal (0.2%)

 

REN - Redes Energeticas

     

Nacionais SGPS

     22,200        64  
     

 

 

 

Russia (–%)

 

LUKOIL PJSC(A)(B)

     1,300        –   
     

 

 

 

Singapore (1.3%)

 

DBS Group Holdings

     5,000        124  

Jardine Cycle & Carriage

     8,600        219  

LSV Global Managed Volatility Fund

 

         Shares            Value (000)    

Singapore (continued)

 

United Overseas Bank

     2,800      $ 59  
     

 

 

 
        402  
     

 

 

 

South Korea (3.1%)

 

Industrial Bank of Korea

     19,200        145  

Kia

     1,900        120  

KT

     7,900        177  

KT&G

     3,500        225  

Samsung Card

     2,100        47  

Samsung Fire & Marine Insurance

     1,000        168  

SK Telecom

     2,733        97  
     

 

 

 
        979  
     

 

 

 

Spain (1.5%)

 

Cia de Distribucion Integral

     

Logista Holdings

     8,200        223  

Endesa

     3,300        74  

Repsol

     11,900        175  
     

 

 

 
        472  
     

 

 

 

Sweden (0.4%)

 

Swedbank

     8,100        141  
     

 

 

 

Switzerland (2.5%)

 

Novartis

     5,500        562  

Swisscom

     100        69  

Valiant Holding

     1,300        151  
     

 

 

 
        782  
     

 

 

 

Taiwan (1.7%)

 

Chicony Electronics

     67,000        211  

Greatek Electronics

     37,000        65  

Powertech Technology

     51,000        153  

SinoPac Financial Holdings

     176,067        96  
     

 

 

 
        525  
     

 

 

 

Thailand (0.7%)

 

Kiatnakin Phatra Bank

     27,300        48  

Krung Thai Bank

     331,000        175  
     

 

 

 
        223  
     

 

 

 

United Kingdom (4.7%)

 

BAE Systems

     13,000        166  

British American Tobacco

     4,000        148  

BT Group, Cl A

     43,000        86  

GSK

     10,400        188  

Imperial Brands

     6,400        158  

Shell

     11,200        344  
 

 

The accompanying notes are an integral part of the financial statements

 

5


Schedule of Investments

 

April 30, 2023    (Unaudited)

 

LSV Global Managed Volatility Fund

 

         Shares            Value (000)    

United Kingdom (continued)

 

Tesco

     59,300      $ 210  

Unilever

     3,400        189  
     

 

 

 
        1,489  
     

 

 

 

TOTAL FOREIGN COMMON STOCK
(Cost $13,377)

 

     14,072  
     

 

 

 

Warrants (0.0%)

 

Thailand (0.0%)

 

Kiatnakin Phatra Bank 01/02/2025

     2,275        –   

Kiatnakin Phatra Bank 01/03/2027

     2,275        –   
     

 

 

 
        –   
     

 

 

 

TOTAL WARRANTS
(Cost $–)

        –   
     

 

 

 
     Face
Amount
(000)
        

Repurchase Agreement (0.2%)

 

South Street Securities 4.480%, dated 04/28/2023, to be repurchased on 05/01/2023, repurchase price $50 (collateralized by various U.S. Treasury obligations, ranging in par value $0 - $55, 1.250% - 3.625%, 11/30/2026 -02/15/2053; total market value $50)

   $ 50        50  
     

 

 

 

TOTAL REPURCHASE AGREEMENT
(Cost $50)

 

     50  
     

 

 

 

Total Investments – 98.7%
(Cost $29,890)

      $ 31,191  
     

 

 

 

Percentages are based on Net Assets of $31,606 (000).

 

*

Non-income producing security.

(A)Level 3 security in accordance with fair value hierarchy.

(B)Security is Fair Valued.

Cl – Class

PJSC – Public Joint Stock Company

REIT – Real Estate Investment Trust

The following is a summary of the level of 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

 

  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common Stock United States

   $ 17,069     $     $             –     $ 17,069   

 

  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Common Stock

     17,069                   17,069  

 

  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Foreign Common Stock

 

     

Austria

           301             301  

Belgium

           161             161  

Brazil

     324                   324  

Canada

     1,145                   1,145  

China

           103             103  

Denmark

           158             158  

Finland

           192             192  

France

           1,456             1,456  

Germany

           363             363  

Hong Kong

           763             763  

Hungary

     61                   61  

Italy

           234             234  

Japan

           2,960             2,960  

Malaysia

           198             198  

Netherlands

           447             447  

Norway

           129             129  

Portugal

           64             64  

Russia

                 ^       

Singapore

           402             402  

South Korea

           979             979  

Spain

           472             472  

Sweden

           141             141  

Switzerland

           782             782  

Taiwan

           525             525  

Thailand

           223             223  

United Kingdom

           1,489             1,489  

 

  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Foreign Common Stock

     1,530       12,542              14,072  

 

  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Warrants

                        

 

  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Repurchase Agreement

           50               50  

 

  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Investments in Securities

   $ 18,599      $ 12,592     $     $ 31,191  

 

  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(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

 

6


Statement of Assets and Liabilities (000)

 

April 30, 2023    (Unaudited)

 

     LSV Global
Managed Volatility 
Fund
 

 

 

Assets:

  

Investments, at Value (Cost $29,890)

       $ 31,191    

Foreign Currency, at Value (Cost $297)

     299    

Dividends and Interest Receivable

     100    

Reclaims Receivable

     35    

Prepaid Expenses

     26    

 

 

Total Assets

     31,651    

 

 

Liabilities:

  

Payable to Custodian

     12    

Payable for Printing Fees

     12    

Payable due to Investment Adviser

     8    

Payable due to Transfer Agent

     6    

Payable for Professional Fees

     3    

Payable due to Administrator

     2    

Other Accrued Expenses

     2    

 

 

Total Liabilities

     45    

 

 

Net Assets

       $ 31,606    

 

 

Net Assets Consist of:

  

Paid-in Capital

       $ 30,168    

Total Distributable Earnings

     1,438    

 

 

Net Assets

       $ 31,606    

 

 

Net Asset Value, Offering and Redemption Price Per Share —
Institutional Class Shares ($31,407 ÷ 2,802,774 shares)(1)

       $ 11.21    

 

 

Net Asset Value, Offering and Redemption Price Per Share —
Investor Class Shares ($199 ÷ 17,670 shares)(1)

       $ 11.28*   

 

 

 

(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

7


Statement of Operations (000)

 

For the six months ended April 30, 2023    (Unaudited)

 

     LSV Global
Managed Volatility 
Fund
 

 

 

Investment Income:

  

Dividend Income

       $ 601    

Interest Income

     6    

Foreign Taxes Withheld

     (34)   

 

 

Total Investment Income

     573    

 

 

Expenses:

  

Investment Advisory Fees

     94    

Administration Fees

     9    

Trustees’ Fees

     1    

Transfer Agent Fees

     20    

Registration and Filing Fees

     17    

Custodian Fees

     15    

Printing Fees

     4    

Professional Fees

     4    

Insurance and Other Fees

     5    

 

 

Total Expenses

     169    

Less: Waiver of Investment Advisory Fees

     (51)    

 

 

Net Expenses

     118    

 

 

Net Investment Income

     455    

 

 

Net Realized Loss on Investments

     (26)    

Net Realized Gain on Foreign Currency Transactions

     18    

Net Change in Unrealized Appreciation on Investments

     2,207    

Net Change in Unrealized Appreciation on Foreign Currency Translation

     9    

 

 

Net Realized and Unrealized Gain on Investments

     2,208    

 

 

Net Increase in Net Assets Resulting from Operations

       $ 2,663    

 

 

 

The accompanying notes are an integral part of the financial statements

8


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 Global Managed Volatility
Fund
 
     11/1/2022 to
04/30/2023
    11/1/2021 to
10/31/2022
 

 

 

Operations:

    

Net Investment Income

   $ 455     $ 701    

Net Realized Gain (Loss)

     (8     360    

Net Change in Unrealized Appreciation (Depreciation)

     2,216       (2,574)   

 

 

Net Increase (Decrease) in Net Assets Resulting from Operations

     2,663       (1,513)   

 

 

Distributions

    

Institutional Class Shares

     (966     (557)   

Investor Class Shares

     (5     (5)   

 

 

Total Distributions

     (971     (562)   

 

 

Capital Share Transactions:

    

Institutional Class Shares:

    

Issued

     1,004       19,286    

Reinvestment of Dividends and Distributions

     966       557    

Redeemed

     (4,721     (2,572)   

 

 

Net Increase (Decrease) from Institutional Class Shares Transactions

     (2,751     17,271    

 

 

Investor Class Shares:

    

Issued

           267    

Reinvestment of Dividends and Distributions

     5       5    

Redeemed

     (8     (183)   

 

 

Net Increase (Decrease) from Investor Class Shares Transactions

     (3     89    

 

 

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

     (2,754     17,360    

 

 

Total Increase (Decrease) in Net Assets

     (1,062     15,285    

 

 

Net Assets:

    

Beginning of Period

     32,668       17,383    

 

 

End of Year/Period

   $ 31,606     $ 32,668    

 

 

Shares Transactions:

    

Institutional Class:

    

Issued

         91       1,753       

Reinvestment of Dividends and Distributions

         89       48       

Redeemed

       (424)       (230)      

 

 

Total Institutional Class Share Transactions

       (244)       1,571       

 

 

Investor Class:

    

Issued

         —       23       

Reinvestment of Dividends and Distributions

           1       —       

Redeemed

           (1)       (16)      

 

 

Total Investor Class Share Transactions

           —       7       

 

 

Net Increase (Decrease) in Shares Outstanding

         (244)       1,578       
           
           

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

 

The accompanying notes are an integral part of the financial statements

9


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 Global Managed Volatility Fund

 

 

 

                       

Institutional Class Shares

 

                 

2023*

   $ 10.66      $ 0.16      $ 0.74     $ 0.90     $ (0.28   $ (0.07   $ (0.35   $         11.21        8.58     $31,407        0.75     1.08     2.90     10

2022

     11.68        0.35        (1.00     (0.65     (0.37     –             (0.37     10.66        (5.84     32,476        0.75       1.25       3.13       15  

2021

     9.22        0.29        2.43       2.72       (0.26     –             (0.26     11.68        29.91       17,249        0.75       1.37       2.66       20  

2020

     11.36        0.26        (1.53     (1.27     (0.44     (0.43     (0.87     9.22        (12.40     14,915        0.75       1.39       2.68       24  

2019

     10.94        0.33        0.48       0.81       (0.26     (0.13     (0.39     11.36        7.89       13,926        0.75       1.33       3.08       27  

2018

     11.46        0.28        0.03       0.31       (0.31     (0.52     (0.83     10.94        2.54       20,351        0.75       1.51       2.53       23  

Investor Class Shares

 

                 

2023*

   $ 10.70      $ 0.15      $ 0.74     $ 0.89     $ (0.24   $ (0.07   $ (0.31   $ 11.28        8.48     $199        1.00     1.33     2.67     10

2022

     11.73        0.33        (1.02     (0.69     (0.34     –             (0.34     10.70        (6.14     192        1.00       1.49       2.95       15  

2021

     9.24        0.30        2.41       2.71       (0.22     –             (0.22     11.73        29.67       134        1.00       1.59       2.70       20  

2020

     11.38        0.24        (1.53     (1.29     (0.42     (0.43     (0.85     9.24        (12.60     111        1.00       1.63       2.43       24  

2019

     10.96        0.30        0.48       0.78       (0.23     (0.13     (0.36     11.38        7.59       210        1.00       1.61       2.77       27  

2018

     11.48        0.25        0.03       0.28       (0.28     (0.52     (0.80     10.96        2.27       158        1.00       1.85       2.24       23  

 

*

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

10


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 Global Managed Volatility Fund, a diversified Fund (the “Fund”). The Fund seeks long-term growth of capital by investing at least 40% of its assets in non-US companies. 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.

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

 

 

11


Notes to Financial Statements

 

April 30, 2023    (Unaudited)

 

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

The Fund uses Intercontinental Exchange Data Pricing & Reference Data, LLC (“ICE”) as a third party fair valuation vendor when the fair value trigger is met. ICE provides a fair value for foreign securities in the Fund based on certain factors and methodologies (involving, generally, tracking valuation correlations between the U.S. market and each non-U.S. security) applied by ICE in the event that there is a movement in the U.S. market that exceeds a specific threshold established by the Committee. The Committee establishes a “confidence interval” which is used to determine the level of correlation between the value of a foreign security and movements in the U.S. market before a particular security is fair valued when the threshold is exceeded. In the event that the threshold established by the Committee is exceeded on a specific day, the Fund values its non-U.S. securities that exceed the applicable “confidence interval” based upon the fair values provided by ICE. In such event, it is not necessary to hold a Committee meeting. In the event that the Adviser believes that the fair values provided by ICE are not reliable, the Adviser contacts SEI Investments Global Fund Services (the “Administrator”) and may request that a meeting of the Committee be held. As of April 30, 2023, the total market value of securities that were fair valued by the Committee were $12,542 (000) or 39.7% of Net Assets.

In accordance with the authoritative guidance on fair value measurements and disclosure under U.S. GAAP, the Fund discloses fair value of its investments in a hierarchy that prioritizes the inputs to valuation techniques used to measure the fair value. The objective of a fair value measurement is to determine the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (an exit price). Accordingly, the fair

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

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

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

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

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

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

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

 

 

12


Notes to Financial Statements

 

April 30, 2023    (Unaudited)

 

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. Certain dividends from foreign securities will be recorded as soon as the Fund is informed of the dividend if such information is obtained subsequent to the ex-dividend date.

Investments in Real Estate Investment Trusts (REIT) — 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 yearend, and may differ from the estimated amounts.

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

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

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

At April 30, 2023, the open repurchase agreements 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

   $ 50    $ 50    $      $  

(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.

 

 

 

13


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, 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 $9,097 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 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 $247 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 $364 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 0.60% 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 0.75% and 1.00% 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

   $ 2,984  

Sales

   $     6,452  

 

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. There are no permanent differences that are credited or charged to Paid-in Capital and Distributable Earnings as of October 31, 2022.

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

 

 

 

14


Notes to Financial Statements

 

April 30, 2023    (Unaudited)

 

    Ordinary
Income
    Total  

2022

      $         562     $         562  

2021

    370       370  

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

 

Undistributed Ordinary Income

   $ 480  

Undistributed Long-Term Capital Gain

     197  

Other Temporary Differences

     (3)  

Unrealized Depreciation

     (928)  
  

 

 

 

Total Accumulated Losses

   $         (254)  
  

 

 

 

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 short-term and long-term capital loss carryforwards of $0 (000) and $0 (000), respectively, at October 31, 2022. During the year ended October 31, 2022, $186 (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

 
$         29,890     $ 3,429     $ (2,128   $ 1,301  

 

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.

Volatility Risk — Although the Fund seeks to manage volatility within its portfolio, there is no guarantee that the Fund will be successful. Securities in the Fund’s portfolio may be subject to price volatility, and the Fund’s share price may not be any less volatile than the market as a whole and could be more volatile. The Adviser’s determinations/expectations regarding volatility may be incorrect or inaccurate, which may also

adversely affect the Fund’s actual volatility. The Fund also may underperform other funds with similar investment objectives and strategies. The Fund may provide protection in volatile markets by potentially curbing or mitigating the risk of loss in declining equity markets, but the Fund’s opportunity to achieve returns when the equity markets are rising may also be limited. In general, the greater the protection against downside loss, the lesser the Fund’s opportunity to participate in the returns generated by rising equity markets; however, there is no guarantee that the Fund will be successful in protecting the value of its portfolio in down markets.

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

 

 

 

15


Notes to Financial Statements

 

April 30, 2023    (Unaudited)

 

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

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

The United States and other countries have also imposed economic sanctions on Belarus and may impose sanctions 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.

 

 

 

16


Notes to Financial Statements

 

April 30, 2023    (Unaudited)

 

These securities may be traded over-the-counter or listed on an exchange.

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

9. 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, 95% of total shares outstanding for the Investor Class Shares were held by two record shareholders owning 10% or greater of the aggregate total shares outstanding. These were comprised mostly of omnibus accounts which were held on behalf of various individual shareholders.

10. Indemnifications:

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

11. Subsequent Events:

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

 

 

 

17


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 Global Managed Volatility Fund

                                  

Actual Fund Return

          

Institutional Class Shares

   $ 1,000.00      $ 1,085.80        0.75%       $3.88      

Investor Class Shares

     1,000.00        1,084.80        1.00          5.17      

Hypothetical 5% Return

          

Institutional Class Shares

   $ 1,000.00      $ 1,021.08        0.75%       $3.76      

Investor Class Shares

     1,000.00        1,019.84        1.00           5.01      

 

*

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).

 

18


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.

 

19


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.

 

20


                     
                   
     

 

Trust:

The Advisors’ Inner Circle Fund

 

Fund:

LSV Global Managed Volatility 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-009-0900

 

                  
                     
                     


(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