N-CSR 1 d668055dncsr.htm AIC LSV CVE AIC LSV CVE

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM N-CSR

 

 

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: October 31, 2023


Item 1.

Reports to Stockholders.

(a)      A copy of the report transmitted to stockholders pursuant to Rule 30e-1 under the Investment Company Act of 1940, as amended (the “Act”) (17 CFR § 270.30e-1), is attached hereto.


THE ADVISORS’ INNER CIRCLE FUND

 

LOGO

Conservative Value Equity Fund

ANNUAL REPORT TO SHAREHOLDERS

October 31, 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 average annual total net of fee return of the LSV Conservative Value Equity Fund and the Russell 1000 Value Index (the benchmark) for trailing periods ending October 31, 2023, were as follows:

 

    

One

    Year    

 

Three

    Years    

 

Five

    Years    

 

Seven

    Years    

 

Ten

    Years    

 

Since

    Inception    

  

 

LSV Conservative Value Equity Fund, Institutional Class Shares*    0.19%   13.19%   6.24%   7.63%   7.34%   5.70%

Benchmark:

            

Russell 1000 Value Index

   0.13%   10.21%   6.60%   7.60%   7.60%   6.07%

Periods longer than one year are annualized.

* Year Ended October 31, 2023.

Institutional Class Shares performance as of 9/30/23: 17.48% (1 year), 5.87% (5 year), 8.31% (10 year) and 6.00% (Since Inception). The performance data quoted represents past performance. Past performance does not guarantee future results. The investment return and principal value of an investment will fluctuate so that an investor’s shares when redeemed, may be worth more or less than their original cost and current performance may be lower or higher than the performance quoted. For performance data current to the most recent month end, please call 888-FUND-LSV (888-386-3578). Periods longer than one year are annualized; inception date is 3/30/07.

The broad U.S. equity market as measured by the S&P 500 Index was up 10.14% for the twelve months ended October 31, 2023. Returns were driven by a small group of mega-cap technology stocks that dominated for most of the period. Over the first half of 2023, the technology heavy Nasdaq Composite Index was up over 30%, its best start to the year since 1983. While the market rewarded the mega-cap growth stocks in the period, smaller stocks and value-oriented stocks lagged behind. Small cap stocks underperformed large caps over the period as the Russell 1000 was up 9.48% while the Russell 2000 was down 8.57% (both in USD). From a style perspective, value stocks (as measured by the Russell Indices) underperformed growth—the Russell 1000 Value Index was up 0.13% while the Russell 1000 Growth Index was up 18.95% (both in USD). The LSV Conservative Value Equity Fund, Institutional Class Shares, was up 0.19% for the period. From a sector perspective, Communications Services, Information Technology and Industrial stocks outperformed while the Real Estate, Utilities and Health Care sectors lagged.

The Fund’s deeper value bias detracted over the period as value stocks lagged meaningfully amidst the narrow market rally; the portfolio’s smaller capitalization bias versus the benchmark also detracted. Performance attribution further indicates that stock selection added to relative returns for the period while sector selection detracted modestly. Stock selection relative gains were primarily the result of the outperformance of deep value names within the Consumer Discretionary, Information Technology and Industrials—holdings within the Homebuilding, Tech Hardware and Building Products industries performed particularly well. From a sector perspective, relative losses were more modest and largely the result of our overweight positions in the Consumer Discretionary and Health Care sectors. Top contributors included our overweight positions in Meta, Dell, Builders FirstSource, FedEx, Toll Brothers, Pulte Group, Marathon Petroleum, Sprouts Farmers Market and ArcBest. The main individual detractors included our underweight position in General Electric and not owning Netflix, Salesforce, Eaton Corp, Linde and Alphabet. Overweight positions in Bristol-Myers Squibb, Pfizer, Devon Energy, General Motors, Archer Daniels-Midland, CVS Incyte and Keycorp also detracted.

The Fund continues to trade at a significant discount to the overall market as well as to the value benchmark. The Fund is trading at 10.0x forward earnings compared to 14.3x for the Russell 1000 Value, 1.8x book value compared to 2.2x for the Russell 1000 Value and 7.2x cash flow compared to 10.3x for the Russell 1000 Value. Sector weightings are a result of our bottom-up stock selection process, subject to constraints at the sector and

 

1


LOGO

MANAGER’S DISCUSSION AND ANALYSIS OF FUND PERFORMANCE

(Unaudited)

 

industry levels. The Fund is currently overweight the Consumer Discretionary, Health Care and Energy sectors while underweight Industrials, Real Estate and Utilities.

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

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

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

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

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

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

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

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

 

2


Comparison of Change in the Value of a $100,000 Investment in the

LSV Conservative Value Equity Fund versus the Russell 1000 Value Index (Unaudited)

 

    

Average Annual Total Return

for the period ended October 31, 2023

    

  One Year  

  Return  

 

  Three Year  

  Return  

 

  Five Year  

  Return  

 

  Seven Year  

  Return  

 

  Ten Year  

  Return  

 

  Annualized  

  Inception to  

  Date(1)   

LSV Conservative Value Equity Fund, Institutional  

Class Shares  

   0.19%   13.19%   6.24%   7.63%   7.34%   5.70%

LSV Conservative Value Equity Fund, Investor Class  

Shares (2)   

   -0.09%   12.93%   5.96%   7.35%   7.07%   5.46%

Russell 1000 Value Index  

   0.13%   10.21%   6.60%   7.60%   7.60%   6.07%

 

                   LOGO

 

*

The graph is based on only the Institutional Class Shares; performance for Investor Class Shares would be different due to differences in fee structures.

 

(1)

The LSV Conservative Value Equity Fund commenced operations on March 30, 2007.

 

(2)

Investor Class Shares commenced operations on June 10, 2014. Investor Class Shares’ performance for periods prior to June 10, 2014 is that of the Institutional Class Shares. The Institutional Class Shares’ performance was adjusted to reflect the 12b-1 fees applicable to the Investor Class Shares.

The performance data quoted herein represents past performance and the return and value of an investment in the Fund will fluc-tuate so that, when redeemed, may be worth less than its original cost. Past performance does not guarantee future results. The Fund’s performance assumes the reinvestment of all dividends and all capital gain distributions. Index returns assume reinvestment of dividends and, unlike a fund’s returns, do not reflect any fees or expenses. If such fees and expenses were included in the Index returns, the performance would have been lower. Please note that one cannot invest directly in an unmanaged index. Fee waivers were in effect. If they had not been in effect, performance would have been lower.

Returns shown do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares.

See definition of comparative indices on page 2.

 

3


October 31, 2023   

 

Sector Weightings (Unaudited) †:

 

LOGO

 

Percentages are based on total investments.

Schedule of Investments

 

LSV Conservative Value Equity Fund

 

     Shares      Value (000)  

Common Stock (98.7%)

     

Communication Services (6.0%)

 

  

AT&T

     98,000      $ 1,509  

Comcast, Cl A

     49,600        2,048  

Fox

     15,500        471  

Meta Platforms, Cl A*

     2,000        603  

Nexstar Media Group, Cl A

     2,500        350  

Playtika Holding*

     35,200        296  

TEGNA

     15,800        229  

Verizon Communications

     50,700        1,781  

Walt Disney*

     5,600        457  
     

 

 

 
                  7,744  
     

 

 

 

Consumer Discretionary (8.1%)

 

  

AutoNation*

     3,600        468  

AutoZone*

     200        496  

Best Buy

     5,600        374  

Bloomin’ Brands

     17,500        408  

BorgWarner

     10,200        376  

Dick’s Sporting Goods

     3,400        363  

DR Horton

     4,600        480  

eBay

     15,500        608  

Foot Locker

     10,100        212  

Ford Motor

     76,100        742  

General Motors

     33,000        931  

Goodyear Tire & Rubber*

     17,465        208  

Guess?

     21,000        451  

Harley-Davidson

     8,400        226  

Lear

     2,400        311  

Lennar, Cl A

     6,400        683  

Lowe’s

     3,300        629  

McDonald’s

     1,700        446  

Phinia

     2,040        53  

PulteGroup

     8,700        640  

Signet Jewelers

     4,300        300  

Thor Industries

     2,600        229  

Toll Brothers

     4,600        325  

Vista Outdoor*

           11,700        294  

Whirlpool

     2,300        240  
     

 

 

 
        10,493  
     

 

 

 
LSV Conservative Value Equity Fund

 

     Shares      Value (000)  

Consumer Staples (6.9%)

     

Albertsons, Cl A

     17,700      $ 384  

Altria Group

     31,400        1,261  

Archer-Daniels-Midland

     13,100        938  

Conagra Brands

     15,900        435  

Ingredion

     3,100        290  

Kraft Heinz

     21,860        688  

Kroger

     18,000        817  

Molson Coors Beverage,
Cl B

           11,000        636  

Philip Morris International

     4,800        428  

Procter & Gamble

     9,600        1,440  

Sprouts Farmers Market*

     13,300        559  

Walmart

     6,700        1,095  
     

 

 

 
        8,971  
     

 

 

 

Energy (10.4%)

     

APA

     14,300        568  

Chevron

     15,800        2,302  

ConocoPhillips

     13,300        1,580  

Coterra Energy

     17,800        490  

Devon Energy

     8,700        405  

EOG Resources

     4,700        593  

ExxonMobil

     38,800        4,107  

Halliburton

     12,400        488  

HF Sinclair

     6,220        344  

Marathon Petroleum

     8,500        1,286  

Phillips 66

     5,600        639  

Valero Energy

     5,600        711  
     

 

 

 
                  13,513  
     

 

 

 

Financials (22.0%)

     

Aflac

     13,500        1,054  

Ally Financial

     10,200        247  

American International Group

     14,900        913  

Ameriprise Financial

     1,400        441  

Bank of America

     45,200        1,191  

Bank of New York Mellon

     21,100        897  

Berkshire Hathaway, Cl B*

     11,300        3,857  

Capital One Financial

     5,100        516  

Chubb

     1,700        365  

Citigroup

     22,300        881  

Citizens Financial Group

     13,600        319  

Discover Financial Services

     5,400        443  

East West Bancorp

     8,200        440  

Fidelity National Financial

     11,500        450  

Fifth Third Bancorp

     12,200        289  

First American Financial

     6,300        324  

Fiserv*

     3,900        444  

FS KKR Capital

     12,100        229  

Global Payments

     3,900        414  

Goldman Sachs Group

     4,400        1,336  

Hartford Financial Services Group

     12,400        911  

JPMorgan Chase

     22,000        3,059  
 

 

The accompanying notes are an integral part of the financial statements

4


Schedule of Investments

 

October 31, 2023

  

 

LSV Conservative Value Equity Fund

 

     Shares      Value (000)  

Financials (continued)

     

KeyCorp

     29,800      $ 305  

M&T Bank

     4,100        462  

MetLife

     16,100        966  

MGIC Investment

     22,000        370  

Morgan Stanley

     8,600        609  

Navient

     17,400        277  

Old Republic International

     19,200        526  

PayPal Holdings*

     6,000        311  

PNC Financial Services Group

     5,700        652  

Radian Group

           20,400        517  

Regions Financial

     28,300        411  

State Street

     10,400        672  

Synchrony Financial

     10,800        303  

Synovus Financial

     8,200        214  

Truist Financial

     22,300        632  

US Bancorp

     9,300        297  

Wells Fargo

     38,500        1,531  

Western Union

     10,800        122  

Zions Bancorp

     7,200        222  
     

 

 

 
                  28,419  
     

 

 

 

Health Care (16.7%)

     

Abbott Laboratories

     4,400        416  

Amgen

     2,400        613  

Bristol-Myers Squibb

     25,000        1,288  

Cardinal Health

     8,700        792  

Centene*

     12,600        869  

Cigna Group

     5,000        1,546  

CVS Health

     17,500        1,208  

Danaher

     1,600        307  

DaVita*

     4,500        348  

Elevance Health

     900        405  

Gilead Sciences

     22,100        1,736  

HCA Healthcare

     4,300        972  

Incyte*

     10,100        545  

Jazz Pharmaceuticals*

     3,800        483  

Johnson & Johnson

     20,310        3,013  

McKesson

     2,800        1,275  

Medtronic

     5,300        374  

Merck

     18,800        1,931  

Organon

     17,000        251  

Pfizer

     58,800        1,797  

Thermo Fisher Scientific

     500        223  

United Therapeutics*

     2,100        468  

Universal Health Services, Cl B

     2,200        277  

Viatris, Cl W

     49,400        439  
     

 

 

 
        21,576  
     

 

 

 

Industrials (10.2%)

     

3M

     5,700        518  

Acuity Brands

     2,100        340  

AGCO

     3,900        447  

LSV Conservative Value Equity Fund

 

     Shares      Value (000)  

Industrials (continued)

     

Allison Transmission Holdings

     11,400      $ 575  

ArcBest

     3,300        359  

Builders FirstSource*

     5,900        640  

Carrier Global

     6,100        291  

Caterpillar

     3,000        678  

CNH Industrial

     39,300        431  

CSX

     15,000        448  

Cummins

     3,800        822  

Deere

     1,100        402  

Delta Air Lines

           12,200        381  

FedEx

     4,200        1,008  

Ferguson

     2,500        375  

General Electric

     4,000        435  

Hillenbrand

     7,000        266  

Lockheed Martin

     800        364  

ManpowerGroup

     3,200        224  

Owens Corning

     5,800        658  

PACCAR

     8,400        693  

Parker-Hannifin

     1,300        480  

RTX

     7,100        578  

Snap-on

     2,500        645  

Textron

     7,000        532  

United Airlines Holdings*

     6,700        235  

United Rentals

     900        366  

Veralto*

     533        37  
     

 

 

 
                  13,228  
     

 

 

 

Information Technology (9.9%)

 

  

Advanced Micro Devices*

     1,900        187  

Akamai Technologies*

     3,100        320  

Amdocs

     5,000        401  

Amkor Technology

     20,700        432  

Analog Devices

     2,200        346  

Arrow Electronics*

     3,500        397  

Cirrus Logic*

     5,900        395  

Cisco Systems

     44,000        2,294  

Cognizant Technology Solutions, Cl A

     6,500        419  

Dell Technologies, Cl C

     9,600        642  

Diodes*

     5,425        353  

DXC Technology*

     3,109        63  

Flextronics International*

     15,900        409  

Hewlett Packard Enterprise

     54,100        832  

HP

     24,400        643  

Intel

     13,600        496  

International Business Machines

     6,000        868  

Jabil

     4,300        528  

NetApp

     4,100        298  

Oracle

     3,900        403  

QUALCOMM

     5,300        578  

Skyworks Solutions

     4,200        364  

TD SYNNEX

     3,500        321  

VMware, Cl A*

     4,053        590  
 

 

The accompanying notes are an integral part of the financial statements

5


Schedule of Investments

 

October 31, 2023

  

 

LSV Conservative Value Equity Fund

 

        
     Shares      Value (000)  

Information Technology (continued)

 

Xerox Holdings

     20,900      $ 268  
     

 

 

 
        12,847  
     

 

 

 

Materials (4.8%)

     

Albemarle

     2,500        317  

Berry Global Group

     8,600        473  

Chemours

     11,400        275  

Eastman Chemical

     4,700        351  

Graphic Packaging Holding

     19,400        417  

Huntsman

     11,400        266  

Linde

     1,100        420  

LyondellBasell Industries, Cl A

     7,200        650  

Mosaic

     9,500        309  

NewMarket

     950        458  

Nucor

     6,100        901  

Steel Dynamics

     4,900        522  

Sylvamo

     7,900        350  

Tronox Holdings

     20,000        214  

Westrock

     9,600        345  
     

 

 

 
        6,268  
     

 

 

 

Real Estate (1.4%)

     

Brixmor Property Group‡

     13,900        289  

Prologis‡

     2,300        232  

Sabra Health Care REIT‡

           25,700        351  

Simon Property Group‡

     5,000        549  

Spirit Realty Capital‡

     5,000        180  

Uniti Group‡

     51,600        237  
     

 

 

 
        1,838  
     

 

 

 

Utilities (2.2%)

     

Entergy

     6,500        621  

Evergy

     8,000        393  

NextEra Energy

     4,400        256  

NRG Energy

     8,700        369  

PPL

     14,300        352  

UGI

     11,900        248  

Vistra

     17,700        579  
     

 

 

 
        2,818  
     

 

 

 

TOTAL COMMON STOCK
(Cost $122,013)

                  127,715  
     

 

 

 

LSV Conservative Value Equity Fund

 

     Face Amount
(000)
     Value (000)  

Repurchase Agreement (1.2%)

 

South Street Securities 4.980%, dated 10/31/2023, to be repurchased on 11/01/2023,
repurchase price $1,564 (collateralized by various U.S. Treasury obligations, ranging in par value
$220 - $1,634, 0.500% - 3.625%, 05/15/2026 – 10/31/2027; total market value $1,595)

   $           1,564      $ 1,564  
     

 

 

 

TOTAL REPURCHASE AGREEMENT
(Cost $1,564)

 

     1,564  
     

 

 

 

Total Investments – 99.9%
(Cost $123,577)

      $           129,279  
     

 

 

 

Percentages are based on Net Assets of $129,435 (000).

 

*

Non-income producing security.

Real Estate Investment Trust.

Cl — Class

REIT — Real Estate Investment Trust

The following is a summary of the inputs used as of October 31, 2023, in valuing the Fund’s investments carried at value ($ Thousands):

 

Investments in

    Securities

       Level 1              Level 2              Level 3              Total      

Common Stock

   $ 127,715      $      $      $ 127,715  

Repurchase Agreement

            1,564               1,564  

 

 

Total Investments in Securities

   $     127,715      $     1,564      $             —      $     129,279  

 

 

 

 

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)   
October 31, 2023   

 

      LSV Conservative
Value Equity Fund
 

Assets:

  

Investments, at Value (Cost $123,577)

     $ 129,279  

Dividends and Interest Receivable

     183  

Receivable for Capital Shares Sold

     132  

Prepaid Expenses

     13  

Total Assets

     129,607  

Liabilities:

  

Payable for Fund Shares Redeemed

     117  

Payable for Professional Fees

     13  

Payable due to Investment Adviser

     11  

Payable due to Transfer Agent

     8  

Payable due to Administrator

     7  

Payable due to Trustees

     3  

Payable due to Distributor

     1  

Payable due to Chief Compliance Officer

     1  

Other Accrued Expenses

     11  

Total Liabilities

     172  

Net Assets

     $ 129,435  
          

Net Assets Consist of:

  

Paid-in Capital

     $ 115,802  

Total Distributable Earnings

     13,633  

Net Assets

     $ 129,435  
          

Net Asset Value, Offering and Redemption Price Per Share —
Institutional Class Shares ($128,983 ÷ 10,387,300 shares)(1)

     $ 12.42  
          

Net Asset Value, Offering and Redemption Price Per Share —
Investor Class Shares ($452 ÷ 36,736 shares)(1)

     $ 12.30  
          

 

(1)

Shares have not been rounded.

 

The accompanying notes are an integral part of the financial statements

7


Statement of Operations (000)   
For the year ended October 31, 2023   

 

      LSV Conservative
Value Equity Fund
 

Investment Income:

  

Dividend Income

     $ 4,062  

Interest Income

     28  

Total Investment Income

     4,090  

Expenses:

  

Investment Advisory Fees

     534  

Administration Fees

     83  

Trustees’ Fees

     12  

Chief Compliance Officer Fees

     2  

Distribution Fees - Investor Class

     1  

Transfer Agent Fees

     50  

Registration and Filing Fees

     39  

Professional Fees

     29  

Printing Fees

     13  

Custodian Fees

     13  

Insurance and Other Fees

     17  

Total Expenses

     793  

Less: Waiver of Investment Advisory Fees

     (296

Less: Fees Paid Indirectly — (see Note 4)

     (2

Net Expenses

     495  

Net Investment Income

     3,595  

Net Realized Gain on Investments

     5,437  

Net Change in Unrealized Depreciation on Investments

     (8,191

Net Realized and Unrealized Loss on Investments

     (2,754

Net Increase in Net Assets Resulting from Operations

     $ 841  
          

 

The accompanying notes are an integral part of the financial statements

8


Statements of Changes in Net Assets (000)

For the year ended October 31,

 

     LSV Conservative Value Equity
Fund
 
      2023     2022  

Operations:

    

Net Investment Income

   $ 3,595     $ 3,361  

Net Realized Gain

     5,437       3,819  

Net Change in Unrealized Depreciation

     (8,191     (11,628

Net Increase (Decrease) in Net Assets Resulting from Operations

     841       (4,448

Distributions

    

Institutional Class Shares

     (7,309     (5,067

Investor Class Shares

     (20     (14

Total Distributions

     (7,329     (5,081

Capital Share Transactions:

    

Institutional Class Shares:

    

Issued

     15,429       41,898  

Reinvestment of Dividends and Distributions

     7,277       5,062  

Redeemed

     (31,738     (31,749

Net Increase (Decrease) from Institutional Class Shares Transactions

     (9,032     15,211  

Investor Class Shares:

    

Issued

     97       229  

Reinvestment of Dividends and Distributions

     20       14  

Redeemed

     (60     (191

Net Increase from Investor Class Shares Transactions

     57       52  

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

     (8,975     15,263  

Total Increase (Decrease) in Net Assets

     (15,463     5,734  

Net Assets:

    

Beginning of Year

     144,898       139,164  

End of Year

   $ 129,435     $ 144,898  
                 

Shares Transactions:

    

Institutional Class:

    

Issued

     1,188       3,082  

Reinvestment of Dividends and Distributions

     574       367  

Redeemed

     (2,428     (2,408

Total Institutional Class Share Transactions

     (666     1,041  

Investor Class:

    

Issued

     7       17  

Reinvestment of Dividends and Distributions

     2       1  

Redeemed

     (4     (15

Total Investor Class Share Transactions

     5       3  

Net Increase (Decrease) in Shares Outstanding

     (661     1,044  
                 

 

The accompanying notes are an integral part of the financial statements

9


Financial Highlights

For a share outstanding throughout each year ended October 31,.

 

     Net
Asset
Value
Beginning
of Year
     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
Year
     Total
Return†
    Net
Assets End
of Year
(000)
     Ratio of
Expenses
to Average
Net Assets
     Ratio of
Expenses to
Average Net
Assets
(Excluding
Waivers,
Reimbursements
and Fees Paid
Indirectly)
     Ratio of
Net
Investment
Income to
Average
Net Assets
     Portfolio
Turnover
Rate
 

                                                                                                                                                                                                                                

 

LSV Conservative Value Equity Fund

 

                          

Institutional Class Shares

 

                          

2023

   $ 13.07      $ 0.33      $ (0.30   $ 0.03     $ (0.32   $ (0.36   $ (0.68   $     12.42        0.19   $ 128,983        0.35%        0.56%        2.56%        19%  

2022

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

2021

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

2020

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

2019

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

Investor Class Shares

 

                          

2023

   $ 12.95      $ 0.30      $ (0.30   $ –           $ (0.29   $ (0.36   $ (0.65   $ 12.30        (0.09 )%      $452        0.60%        0.81%        2.30%        19%  

2022

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

2021

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

2020

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

2019

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

 

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.

 

(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

 

October 31, 2023

  

 

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 28 funds. The financial statements herein are those of the LSV Conservative Value Equity Fund, a diversified Fund (the “Fund”). The Fund seeks long-term growth of capital by investing in undervalued stocks of medium to large U.S. companies which are out of favor in the market. The financial statements of the remaining funds of the Trust are not presented herein, but are presented separately. The assets of each fund are segregated, and a shareholder’s interest is limited to the fund in which shares are held.

 

2.

Significant Accounting Policies:

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

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

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

Securities for which market prices are not “readily

available” are valued in accordance with fair value procedures (the “Fair Value Procedures”) established by the Adviser and approved by the Trust’s Board of Trustees (the “Board”). Pursuant to Rule 2a-5 under the 1940 Act, the Board has designated the Adviser as the “valuation designee” to determine the fair value of securities and other instruments for which no readily available market quotations are available. The Fair Value Procedures are implemented through a Fair Value Committee (the “Committee”) of the Adviser.

Some of the more common reasons that may necessitate that a security be valued using Fair Value Procedures include: the security’s trading has been halted or suspended; the security has been de-listed from a national exchange; the security’s primary trading market is temporarily closed at a time when under normal conditions it would be open; the security has not been traded for an extended period of time; the security’s primary pricing source is not able or willing to provide a price; or trading of the security is subject to local government-imposed restrictions. When a security is valued in accordance with the Fair Value Procedures, the Committee will determine the value after taking into consideration relevant information reasonably available to the Committee. At October 31, 2023, there were no securities valued in accordance with the Fair Value Procedures.

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

 

 

11


Notes to Financial Statements

 

October 31, 2023

  

 

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

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

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

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

As of and during the year ended October 31, 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 year ended October 31, 2023, the Fund did not incur any interest or penalties.

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

Investments in Real Estate Investment Trusts (REITs) — With respect to the Fund, dividend income is recorded based on the income included in distributions received from the REIT investments using published REIT reclassifications including some management estimates when actual amounts are not available. Distributions received in excess of this estimated amount are recorded as a reduction of the cost of investments or reclassified to capital gains. The actual amounts of income, return of capital, and capital gains are only determined by each REIT after its fiscal year-end, and may differ from the estimated amounts.

Repurchase Agreements—In connection with transactions involving repurchase agreements, a third party custodian bank takes possession of the underlying securities (“collateral”), the value of which exceeds the principal amount of the repurchase transaction, including accrued interest. Such collateral will be cash, debt securities issued or guaranteed by the U.S. Government, securities that at the time the repurchase agreement is entered into are rated in the highest category by a nationally recognized statistical rating organization (“NRSRO”) or unrated category by an NRSRO, as determined by the Adviser. Provisions of the repurchase agreements and procedures adopted by the Board require that the market value of the collateral, including accrued interest thereon, is sufficient in the event of default by the counterparty. In the event of default on the obligation to repurchase, the Fund has the right to liquidate the collateral and apply the proceeds in satisfaction of the obligation. In the event of default or bankruptcy by the counterparty to the agreement, realization and/or retention of the 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 October 31, 2023, the open repurchase agreement by counterparty which is subject to a MRA on a net payment basis is as follows (000):

 

 

12


Notes to Financial Statements

 

October 31, 2023

  

 

Counterparty    Repurchase
Agreement
    

Fair

Value of
Non-Cash
Collateral
Received(1)

     Cash
Collateral
Received(1)
     Net Amount(2)  

 

 

South Street Securities

   $ 1,564      $ 1,564      $      $ —      

(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 year ended October 31, 2023, the Fund incurred $82,915 for these services.

The Trust and Distributor are parties to a Distribution Agreement dated November 14, 1991, as Amended and Restated November 14, 2005. The Distributor receives no fees for its distribution services under this agreement.

The Fund has adopted a distribution plan under the Rule 12b-1 under the 1940 Act for Investor Class Shares that allows the Fund to pay distribution and service fees for the sale and distribution of its shares, and for services provided to shareholders. The maximum annual distribution fee for Investor Class Shares of the Fund is 0.25% annually of the average daily net assets. For the year ended October 31, 2023, the Fund incurred $1,046 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 year ended October 31, 2023, the Fund earned $1,749 in cash management credits which were used to offset transfer agent expenses.

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

 

5.

Investment Advisory Agreement:

The Trust and the Adviser are parties to an Investment Advisory Agreement under which the Adviser receives an annual fee equal to 0.38% of the Fund’s average daily net assets. The Adviser has contractually agreed to waive its fee (excluding interest, taxes, brokerage commissions, acquired fund fees and expenses, and extraordinary expenses) in order to limit the Fund’s total operating expenses after fee waivers and/or expense reimbursements to a maximum of 0.35% and 0.60% of the Fund’s Institutional Class and Investor Class Shares’ average daily net assets, respectively, through February 28, 2024. Refer to waiver of investment advisory fees on the Statement of Operations for fees waived for the year ended October 31, 2023.

 

6.

Investment Transactions:

The cost of security purchases and the proceeds from security sales, other than short-term investments, for the year ended October 31, 2023, were as follows (000):

 

Purchases

   $ 27,258  

Sales

   $     41,001  

 

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

 

 

13


Notes to Financial Statements

 

October 31, 2023

  

 

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. There are no permanent differences that are credited or charged to Paid-in Capital and Distributable Earnings (Accumulated Losses) as of October 31, 2023.

The tax character of dividends and distributions declared during the year ended October 31, 2023 and 2022 was as follows (000):

 

    

Ordinary

Income

     Long-Term
Capital Gain
         Total  
  

 

 

      

 

 

 

2023

         $ 3,906      $ 3,423     $      7,329  

2022

                   3,420        1,661                      5,081  

As of October 31, 2023, the components of distributable earnings (accumulated losses) on a tax basis were as follows (000):

 

Undistributed Ordinary Income

    $ 3,760    

Undistributed Long-Term Capital Gain

     4,447    

Other Temporary Differences

     1    

Unrealized Appreciation

     5,425    
  

 

 

 

Total Distributable Earnings

    $       13,633    
  

 

 

 

Capital loss carryforward rules allow for a Registered Investment Company (“RIC”) to carry forward capital losses indefinitely and to retain the character of capital loss carryforwards as short-term or long-term. The Fund has no capital loss carryforwards at October 31, 2023. During the year ended October 31, 2023, $0 (000) of capital loss carryforwards were utilized to offset capital gains.

The total cost of securities for Federal income tax purposes and the aggregate gross unrealized appreciation and depreciation on investments held by the Fund at October 31, 2023, were as follows (000):

 

Federal

  Tax Cost  

   Aggregated
Gross
Unrealized
  Appreciation  
     Aggregated
Gross
Unrealized
  Depreciation  
    Net
Unrealized
  Appreciation  
 

  $   123,854

     $ 18,352        $ (12,927     $ 5,425  

For Federal income tax purposes, the difference between Federal tax cost and book cost primarily relates to wash sales.

 

8.

Concentration of Risks:

Equity Risk – Since it purchases equity securities, the Fund is subject to the risk that stock prices may fall over short or extended periods of time. Historically, the equity markets have moved in cycles, and the value of the

Fund’s equity securities may fluctuate drastically from day-to-day. Individual companies may report poor results or be negatively affected by industry and/or economic trends and developments. The prices of securities issued by such companies may suffer a decline in response. These factors contribute to price volatility, which is the principal risk of investing in the Fund.

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

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

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 October 31, 2023, 86% 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 October 31, 2023, 97% of total shares outstanding for the Investor Class Shares

 

 

14


Notes to Financial Statements

 

October 31, 2023

  

 

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.

 

 

15


Report of Independent Registered Public Accounting Firm

 

To the Board of Trustees of The Advisors’ Inner Circle Fund and the Shareholders of LSV Conservative Value Equity Fund

Opinion on the Financial Statements

We have audited the accompanying statement of assets and liabilities of LSV Conservative Value Equity Fund (the “Fund”) (one of the funds constituting The Advisors’ Inner Circle Fund (the “Trust”)), including the schedule of investments, as of October 31, 2023, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, the financial highlights for each of the five years in the period then ended and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Fund (one of the funds constituting The Advisors’ Inner Circle Fund) at October 31, 2023, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and its financial highlights for each of the five years in the period then ended, in conformity with U.S. generally accepted accounting principles.

Basis for Opinion

These financial statements are the responsibility of the Trust’s management. Our responsibility is to express an opinion on the Fund’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Trust in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Trust is not required to have, nor were we engaged to perform, an audit of the Trust’s internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Trust’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of October 31, 2023, by correspondence with the custodian and brokers; when replies were not received from brokers, we performed other auditing procedures. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

 

LOGO

We have served as the auditor of one or more LSV Asset Management investment companies since 2005.

Philadelphia, Pennsylvania

December 29, 2023

 

16


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 May 1, 2023 to October 31, 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
05/01/23
   Ending
Account
Value
10/31/23
   Annualized
Expense
Ratios
  Expenses
Paid
During
Period*

LSV Conservative Value Equity Fund

                                          

Actual Fund Return

                  

Institutional Class Shares

       $1,000.00        $973.40        0.35 %       $1.74

Investor Class Shares

       1,000.00        972.30        0.60       2.98     

Hypothetical 5% Return

                  

Institutional Class Shares

       $1,000.00        $1,023.44        0.35 %       $1.79

Investor Class Shares

       1,000.00        1,022.18        0.60       3.06

 

*

Expenses are equal to the Fund’s annualized expense ratio multiplied by the average account value over the period, multiplied by 184/365 (to reflect the one-half year period).

 

17


Review of Liquidity Risk Management Program (Unaudited)

 

Pursuant to Rule 22e-4 under the 1940 Act, the Funds’ investment adviser has adopted, and the Board has approved, a liquidity risk management program (the “Program”) to govern the Funds’ approach to managing liquidity risk. The Program is overseen by the Funds’ Liquidity Risk Management Program Administrator (the “Program Administrator”), and the Program’s principal objectives include assessing, managing and periodically reviewing each Fund’s liquidity risk, based on factors specific to the circumstances of the Funds.

At a meeting of the Board held on May 23, 2023, the Trustees received a report from the Program Administrator addressing the operations of the Program and assessing its adequacy and effectiveness of implementation for the period from January 1, 2022 through December 31, 2022. Among other things, the Program Administrator’s report noted that:

 

   

The Program Administrator had determined that the Program is reasonably designed to assess and manage each Fund’s liquidity risk and has operated adequately and effectively to manage each Fund’s liquidity risk during the period covered by the report.

 

   

During the period covered by the report, there were no liquidity events that impacted the Funds or their ability to timely meet redemptions without dilution to existing shareholders.

 

   

No material changes have been made to the Program during the period covered by the report.

There can be no assurance that the Program will achieve its objectives in the future. Please refer to the prospectus for more information regarding the Fund’s exposure to liquidity risk and other principal risks to which an investment in the Funds may be subject.

 

18


Trustees And Officers Of The Advisors’ Inner Circle Fund (Unaudited)

 

Set forth below are the names, ages, position with the Trust, term of office, length of time served and the principal occupations for the last five years of each of the persons currently serving as Trustees and Officers of the Trust. Unless otherwise noted, the business address of each Trustee is SEI Investments Company, 1 Freedom Valley Drive, Oaks, Pennsylvania 19456. Trustees who are deemed not to be “interested persons” of the Trust are referred to as “Independent Board Members.” Messrs. Nesher and Klauder are Trustees who may be deemed to be “interested” persons of the Fund as that term is defined in the 1940 Act by virtue of their affiliation with the Trust’s Distributor. The Trust’s Statement of Additional Information (“SAI”) includes additional information about the Trustees and Officers. The SAI may be obtained without charge by calling 888-Fund-LSV. The following chart lists Trustees and Officers as of October 31, 2023.

 

Name and

Year of Birth

 

Position with

Trust and Length

of Time Served1

  

Principal Occupation

in the Past Five Years

 

Other Directorships

Held in the Past Five Years2

INTERESTED

TRUSTEES3,4

            

Robert Nesher

(Born: 1946)

 

Chairman of the

Board of Trustees

(since 1991)

   SEI employee 1974 to present; currently performs various services on behalf of SEI Investments for which Mr. Nesher is compensated. President, Chief Executive Officer and Trustee of SEI Daily Income Trust, SEI Tax Exempt Trust, SEI Institutional Managed Trust, SEI Institutional International Trust, SEI Institutional Investments Trust, SEI Asset Allocation Trust, Adviser Managed Trust, New Covenant Funds, SEI Insurance Products Trust and SEI Catholic Values Trust. President and Director of SEI Structured Credit Fund, LP. Vice Chairman of O’Connor EQUUS (closed-end investment company) to 2016. President, Chief Executive Officer and Trustee of SEI Liquid Asset Trust to 2016. Vice Chairman of Winton Series Trust to 2017. Vice Chairman of Winton Diversified Opportunities Fund (closed-end investment company), The Advisors’ Inner Circle Fund III, Gallery Trust, Schroder Series Trust and Schroder Global Series Trust to 2018.  

Current Directorships: Trustee of The Advisors’ Inner Circle Fund II, Bishop Street Funds, Frost Family of Funds, Catholic Responsible Investments Funds, SEI Daily Income Trust, SEI Institutional International Trust, SEI Institutional Investments Trust, SEI Institutional Managed Trust, SEI Asset Allocation Trust, SEI Tax Exempt Trust, Adviser Managed Trust, New Covenant Funds, SEI Insurance Products Trust and SEI Catholic Values Trust. Director of SEI Structured Credit Fund, LP, SEI Global Master Fund plc, SEI Global Assets Fund plc, SEI Global Investments Fund plc, SEI Investments—Global Funds Services, Limited, SEI Investments Global, Limited, SEI Investments (Europe) Ltd., SEI Investments—Unit Trust Management (UK) Limited, SEI Multi-Strategy Funds PLC and SEI Global Nominee Ltd.

 

Former Directorships: Trustee of The KP Funds to 2022.

N. Jeffrey Klauder

(Born: 1952)

 

Trustee

(since 2018)

   Senior Advisor of SEI Investments since 2018. Executive Vice President and General Counsel of SEI Investments, 2004 to 2018.  

Current Directorships: Trustee of The Advisors’ Inner Circle Fund II, Bishop Street Funds and Catholic Responsible Investments Funds. Director of SEI Private Trust Company, SEI Global Fund Services Ltd., SEI Investments Global Limited, SEI Global Master Fund, SEI Global Investments Fund, SEI Global Assets Fund and SEI Investments - Guernsey Limited.

 

Former Directorships: Trustee of SEI Investments Management Corporation, SEI Trust Company, SEI Investments (South Africa), Limited and SEI Investments (Canada) Company to 2018. Trustee of The KP Funds to 2022.

 

1

Each Trustee shall hold office during the lifetime of this Trust until the election and qualification of his or her successor, or until he or she sooner dies, resigns, or is removed in accordance with the Trust’s Declaration of Trust.

2

Directorships of Companies required to report to the Securities and Exchange Commission under the Securities Exchange Act of 1934 (i.e., “public companies”) or other investment companies under the 1940 Act.

3

Denotes Trustees who may be deemed to be “interested” persons of the Fund as that term is defined in the 1940 Act by virtue of their affiliation with the Distributor and/or its affiliates.

4

Trustees oversee 28 funds in The Advisors’ Inner Circle Fund.

 

19


Trustees And Officers Of The Advisors’ Inner Circle Fund (Unaudited)

 

 

Name and

Year of Birth

 

Position with

Trust

and Length of

Time Served1

 

Principal Occupation

in the Past Five Years

 

Other Directorships

Held in the Past Five Years2

INDEPENDENT

TRUSTEES3

           

Kathleen Gaffney

(Born: 1952)

 

Trustee

(Since 2011)

  Retired since 2019. Vice President and Portfolio Manager, Eaton Vance Management from 2012 to 2019.   Current Directorships: Trustee of The Advisors’ Inner Circle Fund II, Bishop Street Funds and Catholic Responsible Investments Funds.

Joseph T. Grause, Jr.

(Born: 1952)

 

Trustee

(Since 2011)

Lead Independent Trustee

(since 2018)

  Self-Employed Consultant since 2012. Director of Endowments and Foundations, Morningstar Investment Management, Morningstar, Inc., 2010 to 2011. Director of International Consulting and Chief Executive Officer of Morningstar Associates Europe Limited, Morningstar, Inc., 2007 to 2010. Country Manager – Morningstar UK Limited, Morningstar, Inc., 2005 to 2007.  

Current Directorships: Trustee of The Advisors’ Inner Circle Fund II, Bishop Street Funds, Frost Family of Funds, and Catholic Responsible Investments Funds.

 

Former Directorships: Director of The Korea Fund, Inc. to 2019. Trustee of The KP Funds to 2022.

Betty L. Krikorian

(Born: 1943)

 

Trustee

(since 2005)

  Vice President, Compliance, AARP Financial Inc., from 2008 to 2010. Self- Employed Legal and Financial Services Consultant since 2003. Counsel (in- house) for State Street Bank from 1995 to 2003.  

Current Directorships: Trustee of The Advisors’ Inner Circle Fund II, Bishop Street Funds, and Catholic Responsible Investments Funds.

 

Former Directorships: Trustee of The KP Funds to 2022.

Robert Mulhall

(Born: 1958)

 

Trustee

(since 2019)

  Partner, Ernst & Young LLP, from 1998 to 2018.  

Current Directorships: Trustee of The Advisors’ Inner Circle Fund II, Bishop Street Funds, Frost Family of Funds and Catholic Responsible Investments Funds.

 

Former Directorships: Trustee of Villanova University Alumni Board of Directors to 2018. Trustee of The KP Funds to 2022

Bruce R. Speca

(Born: 1956)

 

Trustee

(since 2011)

  Global Head of Asset Allocation, Manulife Asset Management (subsidiary II, Bishop Street Funds, Frost Family of Funds and Catholic of Manulife Financial), 2010 to 2011. Executive Vice President – Investment Management Services, John Hancock Financial Services (subsidiary of Manulife Financial), 2003 to 2010.  

Current Directorships: Trustee of The Advisors’ Inner Circle Fund Responsible Investments Funds. Former Directorships: Trustee of The KP Funds to 2022. Director of Stone Harbor Investments Funds (8 Portfolios), Stone Harbor Emerging Markets Income Fund (closed-end fund) and Stone Harbor Emerging Markets Total Income Fund (closed-end fund) to 2022.

 

Former Directorships: Trustee of The KP Funds to 2022.

Monica Walker

(Born: 1958)

 

Trustee

(since 2012)

  Retired. Private Investor since 2017. Co-Founder (1991-2017), Chairman and Chief Executive Officer (2009 to 2017) and Chief Investment Officer - Equity (2007 to 2017) of Holland Capital Management, LLC (Chicago).   Current Directorships: Trustee of The Advisors’ Inner Circle Fund II, Bishop Street Funds and Catholic Responsible Investments Funds.

 

1

Each Trustee shall hold office during the lifetime of this Trust until the election and qualification of his or her successor, or until he or she sooner dies, resigns, or is removed in accordance with the Trust’s Declaration of Trust.

2

Directorships of Companies required to report to the Securities and Exchange Commission under the Securities Exchange Act of 1934 (i.e., “public companies”) or other investment companies under the 1940 Act.

3

Trustees oversee 28 funds in The Advisors’ Inner Circle Fund.

 

20


Trustees And Officers Of The Advisors’ Inner Circle Fund (Unaudited)

 

 

Name and

Year of Birth

 

Position with

Trust

and Length of

Time Served

 

Principal Occupation

in the Past Five Years

 

Other Directorships

Held in the Past Five Years

OFFICERS

           

Michael Beattie

(Born: 1965)

 

President

(since 2011)

  Director of Client Service, SEI Investments, since 2004.   None.

James Bernstein

(Born: 1962)

 

Vice President and

Assistant Secretary

(since 2017)

 

Attorney, SEI Investments, since 2017.

 

Prior Positions: Self-employed consultant, 2017. Associate General Counsel & Vice President, Nationwide Funds Group and Nationwide Mutual Insurance Company, from 2002 to 2016. Assistant General Counsel & Vice President, Market Street Funds and Provident Mutual Insurance Company, from 1999 to 2002.

  None.

John Bourgeois

(Born: 1973)

  Assistant Treasurer (since 2017)   Fund Accounting Manager, SEI Investments, since 2000.   None.

Donald Duncan

(Born: 1962)

 

Anti-Money

Laundering Compliance

Officer and Privacy

Coordinator

(since 2023)

  Chief Compliance Officer and Global Head of Anti-Money Laundering Strategy of SEI Investments Company since January 2023. Head of Global Anti-Money Laundering Program for Hamilton Lane Advisors, LLC from August 2021 until December 2022. Senior VP and Supervising Principal of Hamilton Lane Securities, LLC from June 2016 to August 2021. Senior Director at AXA-Equitable from June 2011 until May 2016. Senior Director at PRUCO Securities, a subsidiary of Prudential Financial, Inc. from October 2005 until December 2009.   None.

Eric C. Griffith

(Born: 1969)

 

Vice President and

Assistant Secretary

(since 2019)

  Counsel at SEI Investments since 2019. Vice President and Assistant General Counsel, JPMorgan Chase & Co., from 2012 to 2018.   None.

Matthew M. Maher

(Born: 1975)

 

Vice President

(since 2018)

 

Secretary

(since 2020)

  Counsel at SEI Investments since 2018. Attorney, Blank Rome LLP, from 2015 to 2018. Assistant Counsel & Vice President, Bank of New York Mellon, from 2013 to 2014. Attorney, Dilworth Paxson LLP, from 2006 to 2013.   None.

Andrew Metzger

(Born: 1980)

 

Treasurer,

Controller and

Chief Financial

Officer

(since 2021)

  Director of Fund Accounting, SEI Investments, since 2020. Senior Director, Embark, from 2019 to 2020. Senior Manager, PricewaterhouseCoopers LLP, from 2002 to 2019.   None.

 

21


Trustees And Officers Of The Advisors’ Inner Circle Fund (Unaudited)

 

 

Name and

Year of Birth

 

Position with

Trust

and Length of

Time Served

 

Principal Occupation

in the Past Five Years

 

Other Directorships

Held in the Past Five Years

OFFICERS (continued)

   

Robert Morrow

(Born: 1968)

 

Vice President

(since 2017)

  Account Manager, SEI Investments, since 2007.   None.

Stephen F. Panner

(Born: 1970)

 

Chief Compliance

Officer

(since 2022)

  Chief Compliance Officer of SEI Asset Allocation Trust, SEI Daily Income Trust, SEI Institutional Investments Trust, SEI Institutional International Trust, SEI Institutional Managed Trust, SEI Tax Exempt Trust, Adviser Managed Trust, New Covenant Funds, SEI Catholic Values Trust, SEI Exchange Traded Funds, SEI Structured Credit Fund LP, The Advisors’ Inner Circle Fund, The Advisors’ Inner Circle Fund II, The Advisors’ Inner Circle Fund III, Bishop Street Funds, Frost Family of Funds, Gallery Trust, Delaware Wilshire Private Markets Fund, Delaware Wilshire Private Markets Master Fund, Delaware Wilshire Private Markets Tender Fund and Catholic Responsible Investments Funds since September 2022. Fund Compliance Officer of SEI Investments Company from February 2011 to September 2022. Fund Accounting Director and CFO and Controller for the SEI Funds from July 2005 to February 2011.   None.

Alexander F. Smith

(Born: 1977)

 

Vice President

and Assistant

Secretary

(since 2020)

  Counsel at SEI Investments since 2020. Associate Counsel & Manager, Vanguard, 2012 to 2020. Attorney, Stradley Ronon Stevens & Young, LLP, 2008 to 2012.   None.

 

22


NOTICE TO SHAREHOLDERS

OF

LSV CONSERVATIVE VALUE EQUITY FUND

(Unaudited)

For shareholders that do not have an October 31, 2023 tax year end, this notice is for informational purposes only. For shareholders with an October 31, 2023 tax year end, please consult your tax advisor as to the pertinence of this notice. For the fiscal year ended October 31, 2023, the Fund is designating the following items with regard to distributions paid during the year.

 

 Long-Term 

Capital Gain

 Distribution

 

Ordinary

Income

Distribu-

tions

 

Total

Distribu-

tions

 

Qualifying

For

Corporate

Dividends

Receivable

Deduction (1)

 

Qualifying

Dividend

Income (2)

 

U.S.

Government

Interest (3)

 

Interest

Related

Dividends(4)

 

Short-Term

Capital Gain

Dividends (5)

 

Qualifying

Business

Income (6)

    46.71%

  53.29%   100.00%   94.42%   95.03%   0.00%   0.00%   100.00%   4.43%

 

(1)

Qualifying dividends represent dividends which qualify for the corporate dividends received deduction and is reflected as a percentage of ordinary income distributions (the total of short-term capital gain and net investment income distributions).

 

(2)

The percentage in this column represents the amount of “Qualifying Dividend Income” as created by the Jobs and Growth Tax Relief Reconciliation Act of 2003 and is reflected as a percentage of ordinary income distributions (the total of short-term capital gain and net investment income distributions). It is the intention of the aforementioned Fund to designate the maximum amount permitted by the law.

 

(3)

“U.S. Government Interest” represents the amount of interest that was derived from direct U.S. Government obligations and distributed during the fiscal year. This amount is reflected as a percentage of ordinary income distributions. Generally, interest from direct U.S. Government obligations is exempt from state income tax. However, for shareholders of the Advisors’ Inner Circle Fund-LSV Conservative Value Equity Fund who are residents of California, Connecticut and New York, the statutory threshold requirements were not satisfied to permit exemption of these amounts from state income.

 

(4)

The percentage in this column represents the amount of “Interest Related Dividend” is reflected as a percentage of ordinary income distribution. Interest related dividends is exempted from U.S. withholding tax when paid to foreign investors.

 

(5)

The percentage in this column represents the amount of “Short-Term Capital Gain Dividends” is reflected as a percentage of short-term capital gain distribution that is exempted from U.S. withholding tax when paid to foreign investors.

 

(6)

The percentage of this column represents that amount of ordinary dividend income that qualified for 20% Business Income Deduction.

 

 

The information reported herein may differ from the information and distributions taxable to the shareholders for the calendar year ending December 31, 2023. Complete information will be computed and reported in conjunction with your 2023 Form 1099-DIV.

 

23


Notes


Notes


 

 

Trust:

The Advisors’ Inner Circle Fund

Fund:

LSV Conservative Value Equity Fund

Adviser:

LSV Asset Management

Distributor:

SEI Investments Distribution Co.

Administrator:

SEI Investments Global Funds Services

Legal Counsel:

Morgan, Lewis & Bockius LLP

Independent Registered Public Accounting Firm:

Ernst & Young LLP

 

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

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

 

LSV-AR-005-1700

 


(b)

Not applicable.

 

Item 2.

Code of Ethics.

The Registrant (also referred to as the “Trust”) has adopted a code of ethics that applies to the Registrant’s principal executive officer, principal financial officer, controller or principal accounting officer, and any person who performs a similar function. There have been no amendments to or waivers granted to this code of ethics during the period covered by this report.

 

Item 3.

Audit Committee Financial Expert.

(a)(1) The Registrant’s board of trustees has determined that the Registrant has at least one audit committee financial expert serving on the audit committee.

(a)(2) The Registrant’s audit committee financial expert is Robert Mulhall. Mr Mulhall is considered to be “independent”, as that term is defined in Form N-CSR Item 3(a)(2).

 

Item 4.

Principal Accountant Fees and Services.

Fees billed by PricewaterhouseCoopers LLP (“PwC”) related to the Trust.

PwC billed the Trust aggregate fees for services rendered to the Trust for the last two fiscal years as follows:

 

     

FYE October 31, 2023

 

 

FYE October 31, 2022

 

          

All fees and  

services to

the Trust

that were

pre-

approved

  

All fees and  

services to

service

affiliates that

were pre-

approved

  

All other fees  

and services

to service

affiliates that

did not

require pre-

approval

 

All fees and  

services to

the Trust that

were pre-

approved

 

All fees and  

services to

service

affiliates that

were pre-

approved

  

All other fees  

and services

to service

affiliates that

did not

require pre-

approval

(a)

  Audit Fees(1)    $72,710    None    None   $72,710   None    None

(b)

  Audit-Related Fees    None    None    None   None   None    None

(c)

  Tax Fees    None    None    $115,395(4)   $10,000(2)   None    $256,295(4)

(d)

  All Other Fees    None    None    $47,411(5)   None   None    $86,500(5)

Fees billed by Ernst & Young LLP (“E&Y”) related to the Trust.

E&Y billed the Trust aggregate fees for services rendered to the Trust for the last two fiscal years as follows:

 

2


      2023    2022
          

All fees

and

services

to the

Trust that  

were pre-

approved

  

All fees and  

services to

service

affiliates

that were

pre-

approved

  

All other

fees and

services to  

service

affiliates

that did not

require pre-

approval

  

All fees and  

services to

the Trust

that were

pre-

approved

 

All fees and  

services to

service

affiliates

that were

pre-

approved

  

All other

fees and

services to  

service

affiliates

that did not

require pre-

approval

(a)

  Audit Fees(1)    $550,800    None    None    $529,590   None    None

(b)

  Audit-Related Fees    None    None    None    $10,000(6)   None    None

(c)

  Tax Fees    None    None    None    $2,000(3)   None    None

(d)

  All Other Fees    None    None    None    None   None    None

Fees billed by Cohen & Co. (“Cohen”) related to the Trust.

Cohen billed the Trust aggregate fees for services rendered to the Trust for the last two fiscal years as follows:

 

      2023    2022
          

All fees

and

services

to the

Trust that  

were pre-

approved

  

All fees and  

services to

service

affiliates

that were

pre-

approved

  

All other

fees and

services to  

service

affiliates

that did not

require pre-

approval

  

All fees and  

services to

the Trust

that were

pre-

approved

  

All fees and  

services to

service

affiliates

that were

pre-

approved

  

All other

fees and

services to  

service

affiliates

that did not

require pre-

approval

(a)

  Audit Fees(1)    $61,000    None    None    $61,000    None    None

(b)

  Audit-Related Fees    None    None    None    None    None    None

(c)

  Tax Fees    None    None    None    None    None    None

(d)

  All Other Fees    None    None    None    None    None    None

Notes:

  (1)

Audit fees include amounts related to the audit of the Trust’s annual financial statements and services normally provided by the accountant in connection with statutory and regulatory filings.

 

3


  (2)

Final tax compliance services provided to McKee International Equity Portfolio.

 

  (3)

Common Reporting Standard (“CRS”) tax services for the Sands Capital Global Growth Fund.

 

  (4)

Tax compliance services provided to service affiliates of the funds.

 

  (5)

Non-audit assurance engagements for service affiliates of the funds.

 

  (6)

Fees related to consents for Cambiar N-14 filings.

(e)(1)    The Trust’s Audit Committee has adopted and the Board of Trustees has ratified an Audit and Non-Audit Services Pre-Approval Policy (the “Policy”), which sets forth the procedures and the conditions pursuant to which services proposed to be performed by the independent auditor of the Funds may be pre-approved.

The Policy provides that all requests or applications for proposed services to be provided by the independent auditor must be submitted to the Registrant’s Chief Financial Officer (“CFO”) and must include a detailed description of the services proposed to be rendered. The CFO will determine whether such services:

(1) require specific pre-approval; (2) are included within the list of services that have received the general pre-approval of the Audit Committee pursuant to the Policy; or (3) have been previously pre-approved in connection with the independent auditor’s annual engagement letter for the applicable year or otherwise. In any instance where services require pre-approval, the Audit Committee will consider whether such services are consistent with SEC’s rules and whether the provision of such services would impair the auditor’s independence.

Requests or applications to provide services that require specific pre-approval by the Audit Committee will be submitted to the Audit Committee by the CFO. The Audit Committee will be informed by the CFO on a quarterly basis of all services rendered by the independent auditor. The Audit Committee has delegated specific pre-approval authority to either the Audit Committee Chair or financial expert, provided that the estimated fee for any such proposed pre-approved service does not exceed $100,000 and any pre-approval decisions are reported to the Audit Committee at its next regularly-scheduled meeting.

Services that have received the general pre-approval of the Audit Committee are identified and described in the Policy. In addition, the Policy sets forth a maximum fee per engagement with respect to each identified service that has received general pre-approval.

All services to be provided by the independent auditor shall be provided pursuant to a signed written engagement letter with the Registrant, the investment adviser, or applicable control affiliate (except that matters as to which an engagement letter would be impractical because of timing issues or because the matter is small may not be the subject of an engagement letter) that sets forth both the services to be provided by the independent auditor and the total fees to be paid to the independent auditor for those services.

In addition, the Audit Committee has determined to take additional measures on an annual basis to meet the Audit Committee’s responsibility to oversee the work of the independent auditor and to assure the auditor’s independence from the Registrant, such as (a) reviewing a formal written statement from the independent auditor delineating all relationships between the independent auditor and the Registrant, and (b) discussing with the independent auditor the independent auditor’s methods and procedures for ensuring independence.

(e)(2)    Percentage of fees billed applicable to non-audit services pursuant to waiver of pre-approval requirement were as follows (PwC):

 

              2023                    2022         

Audit-Related Fees

 

   None

 

   None

 

 

4


Tax Fees

 

               None            

 

               None            

 

All Other Fees

 

   None

 

   None

 

(e)(2)    Percentage of fees billed applicable to non-audit services pursuant to waiver of pre-approval requirement were as follows (E&Y):

 

              2023                    2022         

Audit-Related Fees

 

   None

 

   None

 

Tax Fees

 

   None

 

   None

 

All Other Fees

 

   None

 

   None

 

(e)(2)    Percentage of fees billed applicable to non-audit services pursuant to waiver of pre-approval requirement were as follows (Cohen):

 

              2023                    2022         

Audit-Related Fees

 

   None

 

   None

 

Tax Fees

 

   None

 

   None

 

All Other Fees

 

   None

 

   None

 

(f)        Not applicable.

(g)        The aggregate non-audit fees and services billed by PwC for services rendered to the Registrant, and rendered to the Registrant’s investment adviser (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser), and any entity controlling, controlled by, or under common control with the adviser that provides ongoing services to the Registrant for the last two fiscal years ended October 31st were $162,806 and $342,795 for 2023 and 2022, respectively.

(g)        The aggregate non-audit fees and services billed by E&Y for services rendered to the Registrant, and rendered to the Registrant’s investment adviser (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser), and any entity controlling, controlled by, or under common control with the adviser that provides ongoing services to the Registrant for the last two fiscal years ended October 31st were $0 and $2,000 for 2023 and 2022, respectively.

(g)        The aggregate non-audit fees and services billed by Cohen for services rendered to the Registrant, and rendered to the Registrant’s investment adviser (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser), and any entity controlling, controlled by, or under common control with the adviser that provides ongoing services to the Registrant for the last two fiscal-years-ended October 31st were $0 and $0 for 2023 and 2022, respectively.

(h)        During the past fiscal year, all non-audit services provided by the Registrant’s principal accountant to either the Registrant’s investment adviser or to any entity controlling, controlled by, or under common control with the Registrant’s investment adviser that provides ongoing services to the Registrant were pre-approved by the Audit Committee of Registrant’s Board of Trustees. Included in the Audit Committee’s pre-approval of these non-audit service were the review and consideration as to whether the provision of these non-audit services is compatible with maintaining the principal accountant’s independence.

 

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(i)        Not Applicable. The Registrant has not retained, for the preparation of the audit report on the financial statements included in the Form N-CSR, a registered public accounting firm that has a branch or office that is located in a foreign jurisdiction and that the Public Company Accounting Oversight Board (the “PCAOB”) has determined that the PCAOB is unable to inspect or investigate completely because of a position taken by an authority in the foreign jurisdiction.

(j)        Not applicable. The Registrant is not a “foreign issuer,” as defined in 17 CFR § 240.3b-4.

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 § 270.3a-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.

 

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(a)(1) A copy of the Registrant’s Code of Ethics, as required by Item 2 of this Form, accompanies this filing as an exhibit.

(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.

 

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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: January 9, 2024     

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: January 9, 2024                                  
By (Signature and Title)      /s/ Andrew Metzger                                         
     Andrew Metzger
     Treasurer, Controller, and CFO
Date: January 9, 2024     

 

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