N-CSRS 1 d433933dncsrs.htm LSV SMALL CAP VALUE LSV Small Cap Value

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

Small Cap Value Fund

SEMI-ANNUAL REPORT TO SHAREHOLDERS

April 30, 2023

This information must be preceded or accompanied by a current prospectus. Investors should read the prospectus carefully before investing.


LOGO

MANAGER’S DISCUSSION AND ANALYSIS OF FUND PERFORMANCE

(Unaudited)

The total net of fee return of the LSV Small Cap Value Fund and the Russell 2000 Value Index (the benchmark) for trailing periods ending April 30, 2023, were as follows:

 

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

LSV Small Cap Value Fund,

Institutional Class Shares*

   -2.50%    -0.42%    20.92%    3.50%    6.25%    7.78%    8.08%

Benchmark:

                    
Russell 2000 Value Index    -6.72%    -7.99%    15.44%    3.66%    7.15%    6.96%    7.26%

Broad Market:

                    
Russell 2000 Index    -3.45%    -3.65%    11.90%    4.15%    8.03%    7.88%    8.19%

* Month ended April 30, 2023.

Institutional Class Shares performance as of 3/31/23: -4.59% (1 year), 3.85% (5 year) and 8.39% (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 2/28/13.

U.S. equities finished in positive territory over the past six months despite significant market volatility as resilient economic data and hopes for easier monetary policy from the Federal Reserve outweighed ongoing inflationary pressures and the turmoil surrounding the banking sector following the demise of Silicon Valley Bank. The S&P 500 Index was up 8.63% (in USD). Small cap stocks significantly underperformed large caps over the period as the Russell 1000 Index was up 8.01% while the Russell 2000 Index was down 3.45% (both in USD). From a style perspective, value stocks (as measured by the Russell Indices) underperformed growth for the period — the Russell 2000 Value Index was down 6.72% while the Russell 2000 Growth Index was down 0.29% (both in USD). The LSV Small Cap Value Fund, Institutional Class Shares, was down 2.50% for the period. From a sector perspective, Consumer Discretionary, Consumer Staples and Materials stocks outperformed while the Financials, Energy and Real Estate sectors lagged.

Despite the broad underperformance of value as a ‘style’, the Fund was able to outperform the value benchmark over the period. Performance attribution indicates that both stock and sector selection contributed positively to portfolio relative returns for the period. Stock selection relative gains were primarily the result of the outperformance of deep value names within the Financials, Health Care and Industrials sectors. Within Financials, holdings in the Regional Banks and Property & Casualty Insurance industries outperformed. In the Health Care sector, the outperformance of names within the Biotechnology industry contributed positively to relative returns. In the Industrials sector, the outperformance of holdings in the Trading Companies & Distributors industry also added value. On the negative side, stock selection detracted within the Energy and Real Estate sector. From a sector perspective, relative gains were more modest and primarily the result of our overweight position in the Consumer Discretionary sector as well as our underweight to Health Care stocks. Top contributors for the period included our overweight positions in Atkore, Axcelis Technologies, Toll Brothers, Tri Pointe Homes, Triton International, PVH Corp, Ingredion, O-I Glass, Sprouts Farmers Market, Sterling Infrastructure, Dick’s Sporting Goods and Universal Insurance Holdings. Not owning Glacier Bancorp also added value. The main individual detractors included not owning Maxar Technologies, Taylor Morrison Home and API Group. Overweight positions in W&T Offshore, Zions Bank, HF Sinclair, Homestreet, Dime Community Bancshares, Matador Resources, Associated Bank, Hanmi Financial and Uniti Group 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 8.3x forward earnings compared to 15.4x for the Russell 2000 Value Index, 1.3x book compared to 1.2x for the value benchmark and 5.6x cash flow compared to 10.1x for the value benchmark. Sector weightings are a result of our bottom-up stock selection process, subject to constraints at the sector and industry levels. The Fund is currently overweight the Consumer Discretionary and Financials sectors while underweight Utilities and Real Estate stocks.

 

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.

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

capitalization.

The Russell 2000 Value Index is a widely-recognized, capitalization-weighted (companies with larger market capitalizations have more influence than those with smaller market capitalization) index of U.S. companies with lower forecasted growth rates and price-to-book ratios.

The Russell 2000 Growth Index is a widely-recognized, capitalization-weighted (companies with larger market capitalizations have more influence than those with smaller market capitalization) index of U.S. companies with higher forecasted growth rates and price-to-book ratios.

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

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 Small Cap Value Fund
 
             Shares      Value (000)  

Common Stock (99.4%)

 

Communication Services  (1.7%)

 

AMC Networks, Cl A*

     49,300      $ 872  

Nexstar Media Group, Cl A

     19,200        3,330  

TEGNA

     125,800        2,151  
     

 

 

 
        6,353  
     

 

 

 

Consumer Discretionary  (16.1%)

 

Aaron’s

     74,520        995  

Academy Sports & Outdoors

     42,600        2,706  

American Axle & Manufacturing Holdings*

     177,400        1,268  

AutoNation*

     12,000        1,580  

Bloomin’ Brands

     97,600        2,418  

Capri Holdings*

     14,500        602  

Carriage Services, Cl A

     38,200        1,097  

Carter’s

     20,600        1,437  

Dick’s Sporting Goods

     14,800        2,146  

Dine Brands Global

     18,400        1,195  

Ethan Allen Interiors

     68,900        1,924  

Foot Locker

     43,200        1,814  

Genesco*

     24,300        842  

G-III Apparel Group*

     73,334        1,152  

Goodyear Tire & Rubber*

     74,800        798  

Group 1 Automotive

     11,300        2,537  

Guess?

     60,600        1,143  

H&R Block

     42,700        1,448  

Harley-Davidson

     52,100        1,933  

Haverty Furniture

     49,300        1,486  

Johnson Outdoors, Cl A

     8,884        515  

KB Home

     30,100        1,319  

Kohl’s

     48,200        1,062  

Marriott Vacations Worldwide

     8,150        1,097  

Meritage Homes

     12,900        1,652  

Modine Manufacturing*

     93,400        1,953  

Nordstrom

     57,000        881  

ODP*

     37,100        1,603  

Penske Automotive Group

     13,300        1,843  

PVH

     21,400        1,836  
LSV Small Cap Value Fund  
             Shares      Value (000)  

Consumer Discretionary (continued)

 

Sally Beauty Holdings*

     80,000      $ 1,138  

Shoe Carnival

     45,300        1,053  

Smith & Wesson Brands

     84,200        1,012  

Sonic Automotive, Cl A

     17,000        757  

Thor Industries

     16,500        1,304  

Toll Brothers

     52,300        3,343  

Tri Pointe Homes*

     115,600        3,315  

Tupperware Brands*

     68,910        86  

Winnebago Industries

     31,300        1,820  
     

 

 

 
        58,110  
     

 

 

 

Consumer Staples  (4.4%)

 

Coca-Cola Consolidated

     3,200        1,886  

Energizer Holdings

     52,700        1,762  

Ingles Markets, Cl A

     21,000        1,933  

Ingredion

     36,900        3,918  

SpartanNash

     34,500        846  

Sprouts Farmers Market*

     119,900        4,156  

United Natural Foods*

     38,400        1,047  
     

 

 

 
        15,548  
     

 

 

 

Energy  (5.5%)

 

Berry

     130,500        997  

Bristow Group*

     10,600        237  

California Resources

     39,200        1,588  

Civitas Resources

     33,700        2,327  

HF Sinclair

     69,900        3,083  

Matador Resources

     43,000        2,108  

Murphy Oil

     54,400        1,997  

PDC Energy

     58,900        3,831  

SFL

     158,500        1,441  

W&T Offshore*

     221,300        967  

World Fuel Services

     51,331        1,213  
     

 

 

 
        19,789  
     

 

 

 

Financials  (30.4%)

 

Affiliated Managers Group

     11,900        1,718  

American Equity Investment Life Holding

     58,200        2,243  

American Financial Group

     12,546        1,540  

Apollo Commercial Real Estate Finance

     109,500        1,108  

Arbor Realty Trust

     116,631        1,338  

Associated Banc-Corp

     170,700        3,044  

Atlantic Union Bankshares

     34,500        987  

Axis Capital Holdings

     53,400        3,019  

B Riley Financial

     19,300        608  

Banc of California

     95,400        1,083  

Bank of NT Butterfield & Son

     35,000        901  

Bank OZK

     46,400        1,657  

BankUnited

     60,800        1,371  

Brandywine Realty Trust

     129,200        508  

Brighthouse Financial*

     23,078        1,020  

Brookline Bancorp

     87,100        831  
 

 

The accompanying notes are an integral part of the financial statements

 

3


Schedule of Investments

 

April 30, 2023    (Unaudited)

 

LSV Small Cap Value Fund

 

             Shares              Value (000)    

Financials (continued)

     

Camden National

     34,908      $ 1,115  

Carlyle Secured Lending

     80,100        1,127  

Cathay General Bancorp

     64,550        2,057  

Central Pacific Financial

     95,300        1,513  

CNO Financial Group

     201,500        4,522  

Community Trust Bancorp

     17,000        612  

CorEnergy Infrastructure

     

Trust*

     80,400        84  

Dime Community Bancshares

     62,200        1,281  

EVERTEC

     37,400        1,297  

Federated Hermes, Cl B

     29,000        1,200  

Financial Institutions

     43,990        769  

First American Financial

     57,200        3,295  

First BanCorp

     139,442        1,638  

First Busey

     53,300        969  

First Commonwealth

     

Financial

     96,600        1,206  

First Financial

     37,179        1,285  

Flushing Financial

     77,000        926  

FNB

     157,400        1,807  

Franklin Street Properties

     190,100        220  

FS KKR Capital

     84,300        1,586  

Fulton Financial

     139,800        1,668  

Genworth Financial,
Cl A*

     231,200        1,343  

Gladstone Commercial

     45,800        547  

Golub Capital BDC

     135,900        1,832  

Great Southern Bancorp

     27,200        1,384  

Hancock Whitney

     51,600        1,884  

Hanmi Financial

     72,400        1,170  

Hersha Hospitality Trust,
Cl A

     97,200        613  

HomeStreet

     55,945        546  

Hope Bancorp

     181,300        1,650  

Horizon Bancorp

     65,642        691  

Lazard, Cl A

     38,600        1,208  

Mercantile Bank

     11,678        328  

MFA Financial

     84,325        901  

MGIC Investment

     203,900        3,032  

Mr Cooper Group*

     36,600        1,695  

National Health Investors

     17,100        851  

Navient

     124,700        2,063  

New Mountain Finance

     132,800        1,579  

New York Community Bancorp

     209,989        2,245  

Oaktree Specialty Lending

     82,800        1,563  

OceanFirst Financial

     55,200        883  

OFG Bancorp

     111,700        2,856  

Old National Bancorp

     136,600        1,832  

PennantPark Investment

     195,900        1,007  

Peoples Bancorp

     48,605        1,267  

Popular

     34,000        2,040  

Premier Financial

     51,797        860  

Prospect Capital

     129,300        880  

QCR Holdings

     28,300        1,172  

Radian Group

     113,000        2,742  

LSV Small Cap Value Fund

 

             Shares              Value (000)    

Financials (continued)

     

Redwood Trust

     178,500      $ 1,121  

Regional Management

     38,100        1,020  

Rithm Capital

     216,400        1,766  

Sixth Street Specialty Lending

     42,100        770  

Synovus Financial

     58,600        1,805  

Towne Bank

     35,050        830  

Universal Insurance Holdings

     41,500        640  

Washington Federal

     57,900        1,624  

WesBanco

     46,300        1,232  

Western Asset Mortgage Capital

     14,170        126  

Zions Bancorp

     68,300        1,903  
     

 

 

 
        108,654  
     

 

 

 

Health Care  (6.7%)

     

AMN Healthcare Services*

     12,521        1,081  

Amneal Pharmaceuticals*

     272,500        526  

Catalyst Pharmaceuticals*

     74,900        1,192  

Computer Programs and Systems*

     35,100        908  

Exelixis*

     60,300        1,104  

Ironwood Pharmaceuticals,
Cl A*

     339,300        3,532  

Medpace Holdings*

     6,500        1,301  

Organon

     84,400        2,079  

Patterson

     69,100        1,873  

Prestige Consumer Healthcare*

     51,800        3,187  

QuidelOrtho*

     15,100        1,358  

Select Medical Holdings

     88,900        2,711  

United Therapeutics*

     12,300        2,831  
     

 

 

 
        23,683  
     

 

 

 

Industrials  (14.0%)

     

ACCO Brands

     190,900        874  

AGCO

     23,200        2,876  

Alaska Air Group*

     43,900        1,908  

Apogee Enterprises

     35,900        1,528  

ArcBest

     23,100        2,181  

Atkore*

     33,700        4,257  

Builders FirstSource*

     14,100        1,336  

CoreCivic*

     106,600        937  

CSG Systems International

     29,500        1,554  

Deluxe

     33,000        500  

EMCOR Group

     10,700        1,830  

Ennis

     60,900        1,183  

Hillenbrand

     21,500        981  

Kelly Services, Cl A

     44,400        729  

Moog, Cl A

     26,600        2,397  

Mueller Industries

     28,900        2,076  

Park-Ohio Holdings

     16,500        214  

Primoris Services

     73,200        1,852  

Quad*

     152,000        531  

Quanex Building Products

     58,460        1,117  
 

 

The accompanying notes are an integral part of the financial statements

 

4


Schedule of Investments

 

April 30, 2023    (Unaudited)

 

LSV Small Cap Value Fund

 

             Shares              Value (000)    

Industrials (continued)

 

Rush Enterprises, Cl A

     39,300      $ 2,087  

Ryder System

     32,100        2,541  

Sterling Infrastructure*

     55,690        2,056  

Textainer Group Holdings

     87,400        3,068  

Timken

     21,600        1,660  

V2X*

     15,900        687  

Wabash National

     49,987        1,283  

Werner Enterprises

     53,700        2,426  

WESCO International

     22,000        3,168  
     

 

 

 
        49,837  
     

 

 

 

Information Technology  (8.0%)

 

Adeia

     66,500        508  

Amkor Technology

     182,200        4,076  

Avnet

     55,900        2,307  

Axcelis Technologies*

     10,000        1,183  

Cirrus Logic*

     22,500        1,930  

Diodes*

     10,000        797  

Information Services Group

     182,750        930  

Jabil

     31,500        2,462  

Methode Electronics

     3,200        131  

Progress Software

     39,000        2,140  

Sanmina*

     57,600        3,010  

ScanSource*

     45,525        1,245  

Super Micro Computer*

     17,400        1,834  

TD SYNNEX

     10,400        926  

TTM Technologies*

     36,000        425  

Vishay Intertechnology

     98,800        2,104  

Vishay Precision Group*

     67,180        2,522  

Xperi*

     4,400        42  
     

 

 

 
        28,572  
     

 

 

 

Materials  (5.6%)

 

AdvanSix

     58,200        2,193  

Chemours

     58,900        1,712  

Commercial Metals

     31,500        1,471  

Greif, Cl A

     23,969        1,505  

Huntsman

     62,700        1,680  

Ingevity*

     36,400        2,611  

Koppers Holdings

     40,100        1,316  

O-I Glass, Cl I*

     130,300        2,928  

Silgan Holdings

     38,800        1,911  

SunCoke Energy

     103,100        802  

Tredegar

     32,000        300  

Warrior Met Coal

     43,600        1,507  
     

 

 

 
        19,936  
     

 

 

 

Real Estate  (5.5%)

 

American Assets Trust

     42,400        772  

Apple Hospitality

     147,700        2,199  

City Office REIT

     130,200        758  

CTO Realty Growth

     101,850        1,715  

EPR Properties

     53,600        2,249  

Global Net Lease

     94,300        1,062  

LSV Small Cap Value Fund

 

             Shares              Value (000)    

Real Estate (continued)

 

Industrial Logistics Properties Trust

     85,200      $ 176  

Necessity Retail REIT

     178,600        984  

Office Properties Income Trust

     58,300        380  

Plymouth Industrial REIT

     51,000        1,032  

Sabra Health Care

     175,900        2,005  

Service Properties Trust

     150,500        1,320  

Tanger Factory Outlet Centers

     137,800        2,702  

Uniti Group

     227,000        776  

Urstadt Biddle Properties, Cl A

     71,600        1,233  
     

 

 

 
        19,363  
     

 

 

 

Utilities  (1.5%)

 

National Fuel Gas

     61,200        3,421  

UGI

     57,500        1,948  
     

 

 

 
        5,369  
     

 

 

 

TOTAL COMMON STOCK
(Cost $353,092)

 

     355,214  
     

 

 

 
     Face Amount
(000)
        

Repurchase Agreement  (0.7%)

 

  

South Street Securities 4.480%, dated 04/28/2023, to be repurchased on 05/01/2023, repurchase price $2,456 (collateralized by various U.S. Treasury obligations, ranging in par value $0 - $2,717, 1.250% - 3.625%, 11/30/2026 - 02/15/2053; total market value $2,504)

   $ 2,455        2,455  
     

 

 

 

TOTAL REPURCHASE AGREEMENT
(Cost $2,455)

 

     2,455  
     

 

 

 

Total Investments – 100.1% (Cost $355,547)

      $ 357,669  
     

 

 

 

Percentages are based on Net Assets of $ 357,439(000).

 

*

Non-income producing security.

††

Narrow industries are utilized for compliance purposes, whereas broad sectors are utilized for reporting.

Cl — Class

REIT — Real Estate Investment Trust

 

 

The accompanying notes are an integral part of the financial statements

 

5


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 ($ Thousands):

 

Investments in Securities

   Level 1      Level 2      Level 3      Total  

Common Stock

   $ 355,214      $      $      $ 355,214  

Repurchase Agreement

            2,455               2,455  
  

 

 

    

 

 

    

 

 

    

 

 

 

Total Investments in Securities

   $ 355,214      $ 2,455      $      $ 357,669  
  

 

 

    

 

 

    

 

 

    

 

 

 

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 Small Cap
Value Fund
 

Assets:

  

Investments, at Value (Cost $355,547)

   $ 357,669  

Receivable for Capital Shares Sold

     375  

Receivable for Investment Securities Sold

     316  

Dividends and Interest Receivable

     175  

Reclaims Receivable

     1  

Prepaid Expenses

     29  
   

Total Assets

     358,565  

Liabilities:

  

Payable for Fund Shares Redeemed

     832  

Payable due to Investment Adviser

     211  

Payable due to Administrator

     18  

Payable due to Distributor

     7  

Payable due to Trustees

     6  

Payable due to Chief Compliance Officer

     2  

Other Accrued Expenses

     50  
   

Total Liabilities

     1,126  

Net Assets

   $ 357,439  

 

 

Net Assets Consist of:

  

Paid-in Capital

   $ 358,922  

Total Accumulated Losses

     (1,483

Net Assets

   $ 357,439  

 

 

Net Asset Value, Offering and Redemption Price Per Share —
Institutional Class Shares ($322,654 ÷ 20,748,884 shares)(1)

   $ 15.55  

 

 

Net Asset Value, Offering and Redemption Price Per Share —
Investor Class Shares ($34,785 ÷ 2,242,702 shares)(1)

   $ 15.51  

 

 

 

(1)

Shares have not been 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 Small Cap
Value Fund
 

Investment Income:

  

Dividend Income

   $ 5,845  

Interest Income

     95  

Foreign Taxes Withheld

     (11)  

Total Investment Income

     5,929  

Expenses:

  

Investment Advisory Fees

     1,402  

Administration Fees

     116  

Distribution Fees - Investor Class

     39  

Trustees’ Fees

     14  

Chief Compliance Officer Fees

     3  

Transfer Agent Fees

     39  

Professional Fees

     27  

Registration and Filing Fees

     26  

Printing Fees

     12  

Custodian Fees

     12  

Insurance and Other Fees

     20  

Total Expenses

     1,710  

Less: Fees Paid Indirectly — (see Note 4)

     (2

Net Expenses

     1,708  

Net Investment Income

     4,221  

Net Realized Gain on Investments

     4,369  

Net Change in Unrealized Depreciation on Investments

     (18,307)  

Net Realized and Unrealized Loss on Investments

     (13,938)  

Net Decrease in Net Assets Resulting from Operations

   $ (9,717)  

 

 

 

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 Small Cap Value Fund  
      11/1/2022 to
04/30/2023
    11/1/2021 to
10/31/2022
 

Operations:

    

Net Investment Income

   $ 4,221     $ 7,245  

Net Realized Gain

     4,369       21,770  

Net Change in Unrealized Depreciation

     (18,307     (39,581

Net Decrease in Net Assets Resulting from Operations

     (9,717     (10,566

Distributions

    

Institutional Class Shares

     (7,268     (4,785

Investor Class Shares

     (481     (428

Total Distributions

     (7,749     (5,213

Capital Share Transactions:

    

Institutional Class Shares:

    

Issued

     34,659       120,755  

Reinvestment of Dividends and Distributions

     5,765       4,709  

Redeemed

     (65,225     (71,652

Net Increase (Decrease) from Institutional Class Shares Transactions

     (24,801     53,812  

Investor Class Shares:

    

Issued

     15,436       57,989  

Reinvestment of Dividends and Distributions

     481       428  

Redeemed

     (9,593     (104,280

Net Increase (Decrease) from Investor Class Shares Transactions

     6,324       (45,863

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

     (18,477     7,949  

Total Decrease in Net Assets

     (35,943     (7,830

Net Assets:

    

Beginning of Period

     393,382       401,212  

End of Year/Period

   $ 357,439     $ 393,382  
           

Shares Transactions:

    

Institutional Class:

    

Issued

     2,115       7,259  

Reinvestment of Dividends and Distributions

     360       271  

Redeemed

     (4,071     (4,365

Total Institutional Class Share Transactions

     (1,596     3,165  

Investor Class:

    

Issued

     948       3,493  

Reinvestment of Dividends and Distributions

     30       25  

Redeemed

     (582     (6,241

Total Investor Class Share Transactions

     396       (2,723

Net Increase (Decrease) in Shares Outstanding

     (1,200     442  
           

 

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 Small Cap Value Fund

 

 

 

                       

Institutional Class Shares

 

                 

2023*

   $ 16.27      $ 0.17      $ (0.57   $ (0.40   $ (0.32   $ –          $ (0.32   $ 15.55        (2.50 )%    $ 322,654           0.83%          0.83%          2.13%          12%  

2022

     16.91        0.31        (0.70     (0.39     (0.25     –            (0.25     16.27        (2.39     363,471        0.83       0.83       1.91       33  

2021

     10.48        0.22        6.45       6.67       (0.24     –            (0.24     16.91        64.32       324,351        0.83       0.83       1.39       24  

2020

     13.57        0.20        (3.00     (2.80     (0.29     –            (0.29     10.48        (21.19     202,199        0.83       0.83       1.73       23  

2019

     14.36        0.28        (0.23     0.05       (0.16     (0.68     (0.84     13.57        1.20       387,498        0.81       0.81       2.08       31  

2018

     15.95        0.22        (1.07     (0.85     (0.18     (0.56     (0.74     14.36        (5.69     366,379        0.81       0.81       1.39       31  

Investor Class Shares

 

                 

2023*

   $ 16.20      $ 0.15      $ (0.57   $ (0.42   $ (0.27   $ –          $ (0.27   $ 15.51        (2.61 )%    $ 34,785           1.08%          1.08%          1.82%          12%  

2022

     16.82        0.27        (0.71     (0.44     (0.18     –            (0.18     16.20        (2.69     29,911        1.08       1.08       1.61       33  

2021

     10.43        0.18        6.43       6.61       (0.22     –            (0.22     16.82        64.03       76,861        1.08       1.08       1.12       24  

2020

     13.51        0.16        (2.99     (2.83     (0.25     –            (0.25     10.43        (21.40     32,047        1.09       1.09       1.49       23  

2019

     14.28        0.24        (0.22     0.02       (0.11     (0.68     (0.79     13.51        0.90       24,103        1.06       1.06       1.80       31  

2018

     15.87        0.17        (1.05     (0.88     (0.15     (0.56     (0.71     14.28        (5.89     25,981        1.06       1.06       1.08       31  

 

*

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 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 Small Cap Value Fund, a diversified Fund (the “Fund”). The Fund seeks long-term growth of capital Under normal circumstances, the Fund invests at least 80% of its net assets, plus any borrowings for investment purposes, in equity securities of small-capitalization companies. The Fund commenced operations on February 28, 2013. 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, there were no securities valued in accordance with the Fair Value Procedures.

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

 

 

11


Notes to Financial Statements

 

April 30, 2023    (Unaudited)

 

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 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.

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 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, 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 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

 

 

12


Notes to Financial Statements

 

April 30, 2023    (Unaudited)

 

determined by each REIT after its fiscal year-end, and may differ from the estimated amounts.

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

   $ 2,455      $ 2,455      $      $  

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

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

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

Classes— Class specific expenses are borne by that class of shares. Income, realized and unrealized gains and losses and non-class specific expenses are allocated to the respective class on the basis of average daily net assets.

 

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

3.     Transactions with Affiliates:

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

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

 

4.

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

The Fund, along with other series of the Trust advised by LSV Asset Management (the “Adviser”), and the Administrator are parties to an Administration Agreement, under which the Administrator provides administrative services to the Fund. For these services, the Administrator is paid an asset based fee, subject to certain minimums, which will vary depending on the number of share classes and the average daily net assets of the Fund. For the six months ended April 30, 2023, the Fund incurred $116,099 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 $39,307 of distribution fees.

SS&C Global Investor & Distribution Solutions, Inc. (formerly, DST Asset Manager Solutions, Inc.) serves

 

 

13


Notes to Financial Statements

 

April 30, 2023    (Unaudited)

 

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 $2,111 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 0.70% 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 0.85% and 1.10% of the Fund’s Institutional Class and Investor Class Shares’ average daily net assets, respectively, through February 28, 2024. As of April 30, 2023, there are no fees previously waived that may be subject to possible future reimbursement.

 

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

   $ 45,885  

Sales

   $     60,867  

 

7.

Federal Tax Information:

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

The permanent differences primarily consist of reclassification of long term capital gain distribution on REITs and partnership adjustment. 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):

    Ordinary
Income
    Total  
2022   $         5,213     $         5,213  
2021     5,556       5,556  

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

 

Undistributed Ordinary Income

   $ 7,538  

Capital Loss Carryforward

     (11,506

Other Temporary Differences

     (3

Unrealized Appreciation

     19,954  
  

 

 

 

Total Distributable Earnings

   $ 15,983  
  

 

 

 

Capital loss carryforward rules allow 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. As of October 31, 2022, the Fund has short-term and long-term capital loss carryforwards of $5,802 (000) and $5,704 (000), respectively. During the year ended October 31, 2022, $21,112 (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
$        355,547   $        60,699   $        (58,577)   $        2,122

 

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.

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

 

 

14


Notes to Financial Statements

 

April 30, 2023    (Unaudited)

 

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.

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

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, 70% 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, 95% of total shares outstanding for the Investor Class Shares were held by one record shareholder owning 10% or greater of the aggregate total shares outstanding. These were comprised mostly of omnibus accounts which were held on behalf of various individual shareholders.

10. Indemnifications:

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

11. Subsequent Events

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

 

 

15


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 Small Cap Value Fund

                                  

Actual Fund Return

          

Institutional Class Shares

   $ 1,000.00      $ 975.00        0.83%       $4.06      

Investor Class Shares

     1,000.00        973.90        1.08          5.29      

Hypothetical 5% Return

          

Institutional Class Shares

   $ 1,000.00      $ 1,020.68        0.83%       $4.16      

Investor Class Shares .

     1,000.00        1,019.44        1.08           5.41      

 

*

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).

 

16


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.

 

17


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.

 

18


                     
                   
     

 

Trust:

The Advisors’ Inner Circle Fund

 

Fund:

LSV Small Cap Value 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-006-1100

 

                  
                     
                     


(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