N-CSRS 1 d821001dncsrs.htm LSV GLOBAL VALUE LSV Global Value

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM N-CSRS

 

 

CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT

INVESTMENT COMPANIES

Investment Company Act File Number 811-06400

The Advisors’ Inner Circle Fund

(Exact name of registrant as specified in charter)

 

 

SEI Investments

One Freedom Valley Drive

Oaks, PA 19456

(Address of principal executive offices) (Zip code)

SEI Investments

One Freedom Valley Drive

Oaks, PA 19456

(Name and address of agent for service)

Registrant’s telephone number, including area code: (877) 446-3863

Date of fiscal year end: October 31, 2024

Date of reporting period: April 30, 2024


Item 1.

Reports to Stockholders.

 

(a)

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


THE ADVISORS’ INNER CIRCLE FUND

 

LOGO

Global Value Fund

SEMI-ANNUAL REPORT TO SHAREHOLDERS

April 30, 2024

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 total net of fees return† of the LSV Global Value Fund, the benchmark MSCI AC World Index and the MSCI AC World Value Index for the trailing periods ending April 30, 2024 were as follows:

 

     Trailing
 6-months 
    

 One  

 Year  

     Three
 Years 
     Five
 Years 
     Seven
 Years 
     Since
  Inception  
 
  

 

 

 

LSV Global Value Fund,

Institutional Class Shares*

     19.36%         18.30%        6.21%        8.52%        7.38%        6.34%   

Benchmark:

                 
MSCI AC World Index      19.77%         17.46%        4.27%        9.44%        9.47%        7.93%   

Broad Market:

                 
MSCI AC World Value Index      17.23%         12.50%        4.54%        6.42%        6.37%        5.23%   

† Periods longer than one year are annualized.

* Month Ended April 30, 2024.

Institutional Class Shares performance as of 3/31/24: 26.70% (1 year), 11.27% (5 year) and 6.69% (Since Inception). The performance data quoted represents past performance. Past performance does not guarantee future results. The investment return and principal value of an investment will fluctuate so that an investor’s shares when redeemed, may be worth more or less than their original cost and current performance may be lower or higher than the performance quoted. For performance data current to the most recent month end, please call 888-FUND-LSV (888-386-3578). Periods longer than 1-year are annualized; inception date 6/26/2014.

Despite concerns surrounding higher interest rates and geopolitical tensions, global equities rallied over the past six-month period, thanks to optimism regarding the potential for interest rate cuts from global central banks later in the year. The U.S. market, with a weight of around 60% in the index, showed resilience and supported the overall index performance. The global equity market as measured by the MSCI AC World Index was up 19.77% for the six months ended April 30, 2024. While the market rewarded the mega-cap growth stocks in the period, smaller stocks and value-oriented stocks lagged behind. From a style perspective, value stocks (as measured by the MSCI Indices) underperformed growth—the MSCI AC World Value Index was up 17.23% while the MSCI AC World Growth Index was up 22.91% (both in USD). The LSV Global Value Equity Fund, Institutional Class Shares, was up 19.36% for the period.

The Fund’s deeper value bias detracted over the period as value stocks lagged amidst the narrow market rally. Performance attribution further indicates that both stock and sector selection slightly detracted from portfolio relative returns for the period. Stock selection relative losses were largely the result of the underperformance of names within Health Care, Communication Services, and Information Technology. Within Health Care, holdings in the Pharmaceuticals and Biotechnology industries lagged. Within Communication Services, avoiding expensive holdings in the Interactive Media & Services industry detracted from excess returns over the period while holdings within Cable & Satellite, and Integrated Telecommunication Services underperformed. Within Information Technology, holdings in the Semiconductors and Communications Equipment industry also struggled. On the positive side, stock selection added value within Financials, Utilities and Industrials. Sector allocation relative losses were modest and primarily the result of our overweight to the Energy sector and underweight to Information Technology stocks.

Top contributors for the past six months included our overweight positions in Dell Technologies, Builders Firstsource, Petro China Co, Gail (India), Owens Corning, NRG Energy, Qualcomm, Encore Wire, and General Motors. Not owning Apple, Tesla, United Health Group, Microsoft, Adobe, Nestle S.A., Humana, AIA Group, and Procter & Gamble also added value. The main individual detractors included our overweight positions in Gilead Sciences, Comcast, Cisco Systems, Jabil, Archer-Daniels-Midland, Pfizer, Capri Holdings, Bristol-Myers Squibb, Alibaba Group Holding, and Intel. Not owning Nvidia Alphabet, Amazon, Taiwan Semiconductor, Lilly, JP Morgan Chase, General Electric, ASML, Advanced Micro Devices and Novo Nordisk 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 17.8x for the MSCI AC World Index, 1.5x book

 

1


LOGO

MANAGER’S DISCUSSION AND ANALYSIS OF FUND PERFORMANCE

(Unaudited)

value compared to 3.0x for the benchmark and 6.7x cash flow compared to 14.6x for the MSCI AC World Index. Sector weightings are a result of our bottom-up stock selection process, subject to constraints at the sector and industry levels. The Fund is currently overweight the Industrials, Financials and Energy sectors while underweight Information Technology, Real Estate and Communication Services.

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

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

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

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

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

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

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

 

2


 

April 30, 2024    (Unaudited)

 

Sector Weightings †:

 

LOGO

 

Percentages are based on total investments.

 

Schedule of Investments

 

LSV Global Value Fund

 
      Shares        Value (000)   

U.S. Common Stock (57.9%)

 

Communication Services (3.7%)

 

AT&T

     39,300      $ 664  

Comcast, Cl A

     20,100        766  

Fox

     8,200        254  

Meta Platforms, Cl A

     800        344  

Nexstar Media Group, Cl A

     1,300        208  

Playtika Holding

     19,700        143  

Verizon Communications

     10,900        430  
     

 

 

 
        2,809  
     

 

 

 

Consumer Discretionary (7.7%)

     

AutoNation*

     2,200        354  

Best Buy

     2,900        214  

Brunswick

     3,200        258  

Capri Holdings*

     3,200        114  

Carter’s

     3,200        219  

Dick’s Sporting Goods

     1,400        281  

eBay

     3,300        170  

Foot Locker

     4,800        100  

Ford Motor

     30,800        374  

General Motors

     12,200        544  

Goodyear Tire & Rubber*

     22,700        271  

Group 1 Automotive

     1,200        353  

H&R Block

     6,800        321  

Harley-Davidson

     5,900        203  

Kohl’s

     6,600        158  

Lear

     1,900        239  

Macy’s

     10,500        193  

Polaris

     2,100        179  

PulteGroup

     2,500        279  

Thor Industries

     1,700        169  

Tri Pointe Homes*

     11,100        409  

Whirlpool

     2,500        237  

Winnebago Industries

     3,800        234  
     

 

 

 
        5,873  
     

 

 

 

Consumer Staples (3.0%)

     

Altria Group

     7,000        307  

Archer-Daniels-Midland

     4,600        270  
LSV Global Value Fund  
      Shares        Value (000)   

Consumer Staples (continued)

     

Bunge Global

     2,600      $ 265  

Conagra Brands

     7,500        231  

Ingredion

     2,800        320  

Kroger

     7,300        405  

Molson Coors Beverage, Cl B

     6,600        378  

Walgreens Boots Alliance

     6,800        121  
     

 

 

 
        2,297  
     

 

 

 

Energy (2.3%)

     

California Resources

     5,900        312  

Chesapeake Energy

     2,800        252  

Marathon Petroleum

     3,400        617  

Phillips 66

     1,890        271  

Valero Energy

     1,500        240  

Vitesse Energy

     788        17  
     

 

 

 
        1,709  
     

 

 

 

Financials (10.8%)

     

Aflac

     2,500        209  

Ally Financial

     9,600        368  

American International Group

     8,200        617  

Ameriprise Financial

     1,100        453  

Bank of New York Mellon

     7,500        424  

BankUnited

     7,300        195  

Capital One Financial

     2,300        330  

Carlyle Secured Lending

     17,200        295  

Citigroup

     7,200        441  

Citizens Financial Group

     5,400        184  

Discover Financial Services

     1,600        203  

Everest Group

     500        183  

First Horizon

     18,400        275  

Hartford Financial Services Group

     3,900        378  

Jefferies Financial Group

     5,500        237  

Lincoln National

     4,000        109  

M&T Bank

     2,000        289  

MetLife

     3,600        256  

MGIC Investment

     19,600        397  

NCR Atleos*

     5,800        116  

PayPal Holdings*

     4,200        285  

Prudential Financial

     1,400        155  

Radian Group

     11,500        344  

Regions Financial

     10,600        204  

Rithm Capital‡

     29,200        325  

State Street

     7,300        529  

Wells Fargo

     8,100        481  

Zions Bancorp

     4,000        163  
     

 

 

 
        8,445  
     

 

 

 

Health Care (7.8%)

     

AbbVie

     1,300        211  

Amgen

     1,600        438  

Bristol-Myers Squibb

     7,600        334  
 

 

The accompanying notes are an integral part of the financial statements

 

3


Schedule of Investments

 

April 30, 2024    (Unaudited)

 

LSV Global Value Fund  
      Shares        Value (000)   

Health Care (continued)

     

Cardinal Health

     3,800      $ 392  

Centene*

     4,700        343  

CVS Health

     5,600        379  

DaVita*

     2,100        292  

Exelixis*

     8,400        197  

Gilead Sciences

     8,000        522  

Incyte*

     4,000        208  

Ironwood Pharmaceuticals, Cl A*

     24,800        192  

Jazz Pharmaceuticals*

     1,700        188  

Johnson & Johnson

     1,500        217  

McKesson

     600        322  

Merck

     6,300        814  

Organon

     8,500        158  

Pfizer

     16,400        420  

United Therapeutics*

     845        198  

Viatris, Cl W

     20,500        237  
     

 

 

 
        6,062  
     

 

 

 

Industrials (8.7%)

     

AGCO

     2,800        320  

Alaska Air Group*

     5,500        237  

Allison Transmission Holdings

     6,500        478  

Builders FirstSource*

     3,900        713  

CNH Industrial

     19,000        217  

CSG Systems International

     4,200        198  

Cummins

     1,400        395  

Delta Air Lines

     5,600        280  

Encore Wire

     1,800        503  

FedEx

     1,800        471  

Lockheed Martin

     800        372  

Mueller Industries

     6,600        368  

NEXTracker, Cl A*

     230        10  

Oshkosh

     2,600        292  

Owens Corning

     2,600        437  

Ryder System

     3,000        366  

Textron

     5,400        457  

United Airlines Holdings*

     4,200        216  

Wabash National

     10,500        243  
     

 

 

 
        6,573  
     

 

 

 

Information Technology (11.2%)

 

  

Adeia

     22,400        220  

Amdocs

     3,100        260  

Amkor Technology

     13,200        427  

Applied Materials

     2,000        397  

Arrow Electronics*

     2,700        345  

Avnet

     5,800        283  

Cirrus Logic*

     4,465        395  

Cisco Systems

     14,300        672  

Cognizant Technology Solutions, Cl A

     5,600        368  

Dell Technologies, Cl C

     4,900        611  

DXC Technology*

     8,800        172  
LSV Global Value Fund  
      Shares        Value (000)   

Information Technology (continued)

 

  

Flex*

     17,400      $ 499  

Hewlett Packard Enterprise

     28,700        488  

HP

     13,100        368  

Intel

     10,800        329  

International Business Machines

     2,700        449  

Jabil

     3,800        446  

NCR Voyix*

     11,600        142  

NetApp

     1,700        174  

Oracle

     3,300        375  

QUALCOMM

     5,700        945  

Skyworks Solutions

     2,300        245  

Xerox Holdings

     13,100        174  
     

 

 

 
        8,784  
     

 

 

 

Materials (1.6%)

     

Berry Global Group

     4,000        227  

Eastman Chemical

     2,800        264  

LyondellBasell Industries, Cl A

     2,000        200  

Mosaic

     7,600        239  

Sylvamo

     5,100        319  
     

 

 

 
        1,249  
     

 

 

 

Real Estate (0.5%)

     

Apple Hospitality‡

     10,800        159  

Host Hotels & Resorts‡

     14,000        265  
     

 

 

 
        424  
     

 

 

 

Utilities (0.6%)

     

NRG Energy

     6,000        436  
     

 

 

 

TOTAL U.S. COMMON STOCK
(Cost $40,570)

        44,661  
     

 

 

 

Foreign Common Stock (41.1%)

     

Australia (1.0%)

     

BlueScope Steel

     20,700        302  

New Hope

     60,300        175  

Rio Tinto

     3,900        325  
     

 

 

 
        802  
     

 

 

 

Austria (0.8%)

     

BAWAG Group

     5,600        334  

OMV

     6,000        285  
     

 

 

 
        619  
     

 

 

 

Belgium (0.4%)

     

Solvay

     2,200        71  
 

 

The accompanying notes are an integral part of the financial statements

 

4


Schedule of Investments

 

April 30, 2024    (Unaudited)

 

LSV Global Value Fund  
      Shares        Value (000)   

Belgium (continued)

     

Syensqo*

     2,200      $ 204  
     

 

 

 
        275  
     

 

 

 

Brazil (0.5%)

     

JBS

     58,900        266  

Vibra Energia

     31,000        140  
     

 

 

 
        406  
     

 

 

 

Canada (2.0%)

     

ARC Resources

     20,500        371  

B2Gold

     44,400        112  

iA Financial

     3,100        188  

Magna International

     4,100        196  

Suncor Energy

     18,500        706  
     

 

 

 
        1,573  
     

 

 

 

China (4.3%)

     

Alibaba Group Holding

     51,200        479  

China CITIC Bank, Cl H

     542,000        317  

China Petroleum & Chemical, Cl H

     352,000        210  

China Water Affairs Group

     140,000        87  

Dongfeng Motor Group, Cl H

     308,000        112  

Guangzhou Baiyunshan Pharmaceutical Holdings, Cl H

     80,000        213  

NetDragon Websoft Holdings

     103,000        144  

PetroChina, Cl H

     994,000        926  

Shanghai Pharmaceuticals Holding, Cl H

     79,400        113  

Sinopharm Group, Cl H

     70,400        178  

Sinotrans, Cl H

     461,000        221  

Vipshop Holdings ADR

     19,100        287  
     

 

 

 
        3,287  
     

 

 

 

Finland (0.7%)

     

Nokia

     56,200        204  

Nordea Bank Abp

     22,300        259  

TietoEVRY

     3,600        68  
     

 

 

 
        531  
     

 

 

 

France (3.1%)

     

AXA

     8,800        304  

BNP Paribas

     3,900        281  

Bouygues

     7,900        291  

Ipsen

     2,000        243  

Metropole Television

     7,600        107  

Orange

     17,300        193  

Rubis SCA

     7,800        270  
LSV Global Value Fund  
      Shares        Value (000)   

France (continued)

     

Sanofi

     1,800      $ 178  

TotalEnergies

     7,000        508  
     

 

 

 
        2,375  
     

 

 

 

Germany (2.4%)

     

Allianz

     1,100        312  

Bayerische Motoren Werke

     3,500        381  

Daimler Truck Holding

     6,600        298  

DHL Group

     5,300        222  

Mercedes-Benz Group

     4,500        340  

Muenchener Rueckversicherungs

     600        264  
     

 

 

 
        1,817  
     

 

 

 

Hong Kong (0.5%)

     

PAX Global Technology

     129,000        108  

WH Group

     412,681        300  
     

 

 

 
        408  
     

 

 

 

Hungary (0.3%)

     

MOL Hungarian Oil & Gas

     26,400        217  
     

 

 

 

India (0.5%)

     

GAIL India GDR

     26,672        397  
     

 

 

 

Indonesia (0.2%)

     

United Tractors

     120,100        183  
     

 

 

 

Israel (0.3%)

     

Teva Pharmaceutical Industries*

     14,100        197  
     

 

 

 

Italy (1.2%)

     

A2A

     179,700        354  

Eni

     21,200        341  

Mediobanca Banca di Credito Finanziario

     18,700        266  
     

 

 

 
        961  
     

 

 

 

Japan (6.1%)

     

DCM Holdings

     15,900        147  

Horiba

     1,900        184  

Isuzu Motors

     26,500        336  

ITOCHU

     6,700        302  

Kaga Electronics

     6,600        260  

Kandenko

     28,500        318  

Lintec

     13,400        267  
 

 

The accompanying notes are an integral part of the financial statements

 

5


Schedule of Investments

 

April 30, 2024    (Unaudited)

 

LSV Global Value Fund  

 

 
      Shares        Value (000)   

Japan (continued)

 

Nippon Telegraph & Telephone

     95,000      $ 103  

Niterra

     14,100        463  

Nomura Holdings

     58,600        333  

Ono Pharmaceutical

     6,600        95  

ORIX

     10,400        213  

Ricoh

     43,100        372  

Ricoh Leasing

     7,000        238  

SKY Perfect JSAT Holdings

     60,900        358  

Sumitomo

     15,400        406  

Tsubakimoto Chain

     5,000        172  

Valor

     4,800        74  
     

 

 

 
        4,641  
     

 

 

 

Mexico (0.3%)

     

Coca-Cola Femsa

     26,300        260  
     

 

 

 

Netherlands (1.7%)

     

Aegon

     41,800        260  

Koninklijke Ahold Delhaize

     10,100        307  

Shell

     15,900        565  

Signify

     7,000        191  
     

 

 

 
        1,323  
     

 

 

 

Norway (0.3%)

 

DNB Bank

     11,500        200  
     

 

 

 

Poland (0.3%)

 

Asseco Poland

     12,386        243  
     

 

 

 

Puerto Rico (0.4%)

 

OFG Bancorp

     9,200        332  
     

 

 

 

Russia (–%)

 

Gazprom PJSC(A),(B)*

     15,900         

LUKOIL PJSC(A),(B)

     1,600         
     

 

 

 
         
     

 

 

 

South Africa (0.4%)

 

Absa Group

     21,000        162  

Anglo American

     5,100        167  
     

 

 

 
        329  
     

 

 

 

South Korea (1.0%)

 

Huons

     1,870        46  

Kginicis

     5,400        45  

KT

     8,800        220  
LSV Global Value Fund  

 

 
      Shares        Value (000)   

South Korea (continued)

     

LG Uplus

     12,500      $ 89  

Samsung Electronics

     4,000        223  

SK Telecom

     3,900        144  
     

 

 

 
        767  
     

 

 

 

Spain (0.7%)

 

Indra Sistemas

     12,180        233  

Mapfre

     128,500        310  
     

 

 

 
        543  
     

 

 

 

Sweden (1.6%)

 

Bilia, Cl A

     8,600        108  

Inwido

     19,500        240  

SKF, Cl B

     10,900        224  

Swedbank

     14,400        275  

Volvo, Cl B

     15,200        388  
     

 

 

 
        1,235  
     

 

 

 

Switzerland (2.0%)

 

Novartis

     9,200        892  

Roche Holding AG

     900        216  

Sandoz Group*

     1,840        63  

UBS Group

     13,300        349  
     

 

 

 
        1,520  
     

 

 

 

Taiwan (2.8%)

 

ASE Technology Holding

     113,000        509  

Chipbond Technology

     112,000        261  

Compeq Manufacturing

     149,000        351  

Novatek Microelectronics

     17,000        321  

Powertech Technology

     68,000        362  

Topco Scientific

     26,751        204  

Tripod Technology

     26,000        156  
     

 

 

 
        2,164  
     

 

 

 

Thailand (0.3%)

 

Krung Thai Bank

     494,600        224  
     

 

 

 

Turkey (0.6%)

 

Coca-Cola Icecek

     21,946        492  
     

 

 

 

United Kingdom (4.4%)

 

3i Group

     12,600        450  

Aviva

     45,600        265  

BAE Systems

     20,500        341  

Barclays

     120,200        303  

British American Tobacco

     5,100        150  

GSK

     42,300        878  
 

 

The accompanying notes are an integral part of the financial statements

 

6


Schedule of Investments

 

April 30, 2024    (Unaudited)

 

LSV Global Value Fund  
      Shares        Value (000)   

United Kingdom (continued)

 

J Sainsbury

     84,900      $ 278  

Lloyds Banking Group

     610,200        394  

Tesco

     85,700        316  
     

 

 

 
        3,375  
     

 

 

 

TOTAL FOREIGN COMMON STOCK
(Cost $28,023)

 

     31,696  
     

 

 

 

Foreign Preferred Stock (0.3%)

 

Brazil** (0.3%)

 

Petroleo Brasileiro

     28,800        233  
     

 

 

 

TOTAL FOREIGN PREFERRED STOCK
(Cost $228)

 

     233  
     

 

 

 
     Face
Amount
(000)
        

Repurchase Agreement (0.2%)

 

  

South Street Securities 5.000%, dated 04/30/2024, to be repurchased on 05/01/2024, repurchase price $160 (collateralized by various U.S. Treasury obligations, ranging in par value $0 - $52, 0.625% - 4.625%, 03/15/2025 – 02/15/2033; total market value $163)

   $ 160        160  
     

 

 

 

TOTAL REPURCHASE AGREEMENT
(Cost $160)

 

     160  
     

 

 

 

Total Investments – 99.5%
(Cost $68,981)

      $ 76,750  
     

 

 

 

Percentages are based on Net Assets of $77,110 (000).

 

*

Non-income producing security.

**

No rate available.

Real Estate Investment Trust.

(A)

Security is Fair Valued.

(B)

Level 3 security in accordance with fair value hierarchy.

ADR — American Depositary Receipt

Cl — Class

GDR — Global Depositary Receipt

PJSC — Public Joint Stock Company

The following is a summary of the level of inputs used as of April 30, 2024, in valuing the Fund’s investments carried at value ($000):

 

Investments in
 Securities
   Level 1    Level 2    Level 3(1)    Total

 

  

 

 

 

  

 

 

 

  

 

 

 

  

 

 

 

Common Stock United States

   $ 44,661      $      $      $ 44,661  

 

  

 

 

 

  

 

 

 

  

 

 

 

  

 

 

 

 Total Common

 Stock

     44,661                      44,661  

 

  

 

 

 

  

 

 

 

  

 

 

 

  

 

 

 

Foreign Common Stock

 

        

Australia

            802               802  

Austria

            619               619  

Belgium

            275               275  

Brazil

     406                      406  

Canada

     1,573                      1,573  

China

     287        3,000               3,287  

Finland

            531               531  

France

            2,375               2,375  

Germany

            1,817               1,817  

Hong Kong

            408               408  

Hungary

     217                      217  

India

     397                      397  

Indonesia

            183               183  

Israel

            197               197  

Italy

            961               961  

Japan

            4,641               4,641  

Mexico

     260                      260  

Netherlands

            1,323               1,323  

Norway

            200               200  

Poland

            243               243  

Puerto Rico

     332                      332  

Russia

                   –^         

South Africa

            329               329  

South Korea

            767               767  

Spain

            543               543  

Sweden

            1,235               1,235  

Switzerland

            1,520               1,520  

Taiwan

            2,164               2,164  

Thailand

            224               224  

Turkey

            492               492  

United Kingdom

            3,375               3,375  

 

  

 

 

 

  

 

 

 

  

 

 

 

  

 

 

 

Total Foreign Common Stock

     3,472        28,224               31,696  

 

  

 

 

 

  

 

 

 

  

 

 

 

  

 

 

 

Foreign Preferred Stock

 

Brazil

     233                      233  

 

  

 

 

 

  

 

 

 

  

 

 

 

  

 

 

 

Total Foreign Preferred Stock

     233                      233  

 

  

 

 

 

  

 

 

 

  

 

 

 

  

 

 

 

Total Repurchase Agreement

            160               160  

 

  

 

 

 

  

 

 

 

  

 

 

 

  

 

 

 

Total Investments in Securities

   $ 48,366      $ 28,384      $      $ 76,750  

 

  

 

 

 

  

 

 

 

  

 

 

 

  

 

 

 

 

(1)

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

For the period ended April 30, 2024, there were no significant changes into/ out of Level 3. The transfer into Level 3 investments for the Fund were immaterial, although the unrealized appreciation/(depreciation) on these investments was $(259)($ Thousands). These securities were impacted by the invasion of Ukraine and sanctions on market conditions in Russia. From the start of the conflict in Ukraine until April 30, 2024, Russian-held investments were deemed to be worthless due to sanctions and inaccessibility

 

 

The accompanying notes are an integral part of the financial statements

 

7


Schedule of Investments

 

April 30, 2024    (Unaudited)

 

  of the market.
^

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

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

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

 

 

The accompanying notes are an integral part of the financial statements

 

8


Statement of Assets and Liabilities (000)   

 

April 30, 2024

   (Unaudited)

 

     LSV Global Value
Fund
 

Assets:

 

Investments, at Value (Cost $68,981)

  $ 76,750  

Foreign Currency, at Value (Cost $102)

    101  

Dividends and Interest Receivable

    231  

Receivable for Capital Shares Sold

    139  

Receivable for Investment Securities Sold

    4  

Reclaims Receivable

    95  

Prepaid Expenses

    10  
   

Total Assets

    77,330  

Liabilities:

 

Payable for Investment Securities Purchased

    119  

Payable due to Investment Adviser

    36  

Payable for Custody Fees

    18  

Payable due to Distributor

    16  

Payable for Fund Shares Redeemed

    5  

Payable due to Administrator

    4  

Payable due to Trustees

    2  

Other Accrued Expenses

    20  
   

Total Liabilities

    220  

Net Assets

  $ 77,110  
   
   

Net Assets Consist of:

 

Paid-in Capital

  $ 67,648  

Total Distributable Earnings

    9,462  

Net Assets

  $ 77,110  
   
   

Net Asset Value, Offering and Redemption Price Per Share —
Institutional Class Shares ($75,159 ÷ 5,320,777 shares)(1)

  $ 14.13  
   
   

Net Asset Value, Offering and Redemption Price Per Share —
Investor Class Shares ($1,951 ÷ 135,551 shares)(1)

  $ 14.39  
   
   

 

(1)

Shares have not been rounded.

 

The accompanying notes are an integral part of the financial statements

 

9


Statement of Operations (000)   

 

For the six months ended April 30, 2024

   (Unaudited)

 

      LSV Global Value
Fund
 

Investment Income:

  

Dividend Income

   $ 1,166  

Interest Income

     8  

Foreign Taxes Withheld

     (59)  
   

Total Investment Income

     1,115  

Expenses:

  

Investment Advisory Fees

     278  

Administration Fees

     22  

Trustees’ Fees

     3  

Distribution Fees - Investor Class

     2  

Chief Compliance Officer Fees

     1  

Custodian Fees

     32  

Transfer Agent Fees

     22  

Registration and Filing Fees

     19  

Printing Fees

     8  

Professional Fees

     6  

Insurance and Other Fees

     6  

Total Expenses

     399  

Less: Waiver of Investment Advisory Fees

     (61)  

Less: Fees Paid Indirectly — (see Note 4)

     (2)  

Net Expenses

     336  

Net Investment Income

     779  

Net Realized Gain on Investments

     1,340  

Net Realized Loss on Foreign Currency Transactions

     (4)  

Net Change in Unrealized Appreciation on Investments

     10,589  

Net Change in Unrealized Depreciation on Foreign Currency Translation

     (3)  

Net Realized and Unrealized Gain on Investments

     11,922  

Net Increase in Net Assets Resulting from Operations

   $ 12,701  
   
   

 

 

The accompanying notes are an integral part of the financial statements

 

10


Statements of Changes in Net Assets (000)

For the six months ended April 30, 2024 (Unaudited) and for the year ended October 31, 2023

 

     LSV Global Value Fund  
      11/1/2023 to
04/30/2024
    11/1/2022 to
10/31/2023
 

Operations:

    

Net Investment Income

   $ 779     $ 1,839  

Net Realized Gain

     1,336       214  

Net Change in Unrealized Appreciation

     10,586       3,386  

Net Increase in Net Assets Resulting from Operations

     12,701       5,439  

Distributions

    

Institutional Class Shares

     (2,121     (2,175

Investor Class Shares

     (49     (23

Total Distributions

     (2,170     (2,198

Capital Share Transactions:

    

Institutional Class Shares:

    

Issued

     2,220       37,756  

Reinvestment of Dividends and Distributions

     2,121       2,175  

Redeemed

     (3,498     (7,768

Net Increase from Institutional Class Shares Transactions

     843       32,163  

Investor Class Shares:

    

Issued

     78       266  

Reinvestment of Dividends and Distributions

     42       20  

Redeemed

     (50     (25,057

Net Increase (Decrease) from Investor Class Shares Transactions

     70       (24,771

Net Increase in Net Assets Derived from Capital Share Transactions

     913       7,392  

Total Increase in Net Assets

     11,444       10,633  

Net Assets:

    

Beginning of Period

     65,666       55,033  

End of Year/Period

   $    77,110     $    65,666  
           

Shares Transactions:

 

 

Institutional Class:

    

Issued

     163       3,028  

Reinvestment of Dividends and Distributions

     156       184  

Redeemed

     (254     (625

Total Institutional Class Share Transactions

     65       2,587  

Investor Class:

    

Issued

     6       21  

Reinvestment of Dividends and Distributions

     3       1  

Redeemed

     (4     (1,991

Total Investor Class Share Transactions

     5       (1,969

Net Increase in Shares Outstanding

     70       618  
           

 

The accompanying notes are an integral part of the financial statements

 

11


Financial Highlights

For a share outstanding throughout each period.

For the six months ended April 30, 2024 (Unaudited) and for the years ended October 31

 

     Net
Asset
Value
 Beginning 
of Period
     Net
 Investment 
Income(1)
      Realized and 
Unrealized
Gains
(Losses) on
Investments
    Total from
 Operations 
    Dividends
from Net
 Investment 
Income
    Distributions
 from Realized 
Gains
    Total
Dividends
and
 Distributions 
    Net
Asset
Value
End of
 Period 
     Total
 Return† 
    Net
 Assets End 
of Period
(000)
     Ratio of
Expenses
to Average
 Net Assets 
    Ratio of
Expenses to
Average Net
Assets
(Excluding
Waivers,
 Reimbursements 
and Fees Paid
Indirectly)
  Ratio of
Net
 Investment 
Income to
Average
Net Assets
    Portfolio
 Turnover 
Rate‡
 

                          

 

LSV Global Value Fund

 

 

 

                       

Institutional Class Shares

 

                 

2024*

   $ 12.19      $ 0.14      $ 2.21     $ 2.35     $ (0.37   $ (0.04   $ (0.41   $  14.13        19.36     $75,159        0.90%       1.07%       2.11%       7%  

2023

     11.57        0.34        0.75       1.09       (0.29     (0.18     (0.47     12.19        9.57       64,048        0.90        1.05        2.75        18   

2022

     13.26        0.37        (1.78     (1.41     (0.13     (0.15     (0.28     11.57        (10.89     30,874        0.90        1.10        3.01        21   

2021

     9.35        0.28        3.84       4.12       (0.21       –        (0.21     13.26        44.51       11,486        0.90        2.07        2.21        29   

2020

     10.91        0.20        (1.51     (1.31     (0.25       –        (0.25     9.35        (12.43     4,907        0.90        2.54        2.04        13   

2019

     10.65        0.26        0.47       0.73       (0.20     (0.27     (0.47     10.91        7.56       5,098        0.90        3.19        2.55        10   

Investor Class Shares

 

                 

2024*

   $ 12.40      $ 0.13      $ 2.23     $ 2.36     $ (0.33   $ (0.04   $ (0.37   $ 14.39        19.17     $1,951        1.15%       1.32%       1.86%       7%  

2023

     11.51        0.27        0.80       1.07         –       (0.18     (0.18     12.40        9.38       1,618        1.13        1.30        2.22        18   

2022

     13.23        0.31        (1.76     (1.45     (0.12     (0.15     (0.27     11.51        (11.21     24,159        1.15        1.35        2.50        21   

2021

     9.33        0.19        3.90       4.09       (0.19       –        (0.19     13.23        44.16       39,918        1.15        1.92        1.44        29   

2020

     10.89        0.18        (1.51     (1.33     (0.23       –        (0.23     9.33        (12.62     1,088        1.15        2.80        1.85        13   

2019

     10.64        0.23        0.47       0.70       (0.18     (0.27     (0.45     10.89        7.23       967        1.15        3.47        2.24        10   

 

*

For the six-month period ended April 30, 2024. All ratios for the period have been annualized.

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

Portfolio turnover rate is for the period indicated and has not been annualized.

(1)

Per share calculations were performed using average shares for the period.

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

 

The accompanying notes are an integral part of the financial statements

 

12


Notes to Financial Statements

 

April 30, 2024

 

(Unaudited)

 

1.  Organization:

The Advisors’ Inner Circle Fund (the “Trust”) is organized as a Massachusetts business trust under an Amended and Restated Agreement and Declaration of Trust dated February 18, 1997. The Trust is registered under the Investment Company Act of 1940, as amended, as an open-end management investment company with 26 funds. The financial statements herein are those of the LSV Global Value Fund, a diversified Fund (the “Fund”). The Fund seeks long-term growth of capital by investing primarily in equity securities of companies located throughout the world. The Fund commenced operations on June 25, 2014, offering Institutional Class Shares and Investor Class Shares. The financial statements of the remaining funds of the Trust are not presented herein, but are presented separately. The assets of each fund are segregated, and a shareholder’s interest is limited to the fund in which shares are held.

2.  Significant Accounting Policies:

The accompanying financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“U.S. GAAP”) and are presented in U.S. dollars which is the functional currency of the Fund. The Fund is an investment company and therefore applies the accounting and reporting guidance issued by the U.S. Financial Accounting Standards Board (“FASB”) in Accounting Standards Codification (“ASC”) Topic 946, Financial Services — Investment Companies. The following are significant accounting policies which are consistently followed in the preparation of the financial statements.

Use of Estimates — The preparation of financial statements 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. As of April 30, 2024, the total market value of securities that were fair valued by the Committee were $0 (000) or 0.0% of Net Assets.

For securities that principally trade on a foreign market or exchange, a significant gap in time can exist between the time of a particular security’s last trade and the time at which the Fund calculates its net asset value. The closing prices of such securities may no longer reflect their market value at the time the Fund calculates net asset value if an event that could materially affect the value of those securities a (“Significant Event”) has occurred between the time of the security’s last close and the time that the Fund calculates net asset value. A Significant Event may relate to a single issuer or to an entire market sector. If the adviser of the Fund becomes aware of a Significant Event that has occurred with respect to a security or group of securities after the closing of the exchange or market on which the security or securities principally trade, but before the time at which the Fund calculates net asset value, it may request that a Committee meeting be called. In addition, the Fund’s administrator monitors price movements among certain selected indices, securities and/or baskets of securities that may be

 

 

13


Notes to Financial Statements

 

April 30, 2024

 

(Unaudited)

 

an indicator that the closing prices received earlier from foreign exchanges or markets may not reflect market value at the time the Fund calculates net asset value. If price movements in a monitored index or security exceed levels established by the administrator, the administrator notifies the adviser that such limits have been exceeded. In such event, the adviser makes the determination whether a Committee meeting should be called based on the information provided.

The Fund uses Intercontinental Exchange Data Pricing & Reference Data, LLC (“ICE”) as a third party fair valuation vendor when the fair value trigger is met. ICE provides a fair value for foreign securities in the Fund based on certain factors and methodologies (involving, generally, tracking valuation correlations between the U.S. market and each non-U.S. security) applied by ICE in the event that there is a movement in the U.S. market that exceeds a specific threshold established by the Committee. The Committee establishes a “confidence interval” which is used to determine the level of correlation between the value of a foreign security and movements in the U.S. market before a particular security is fair valued when the threshold is exceeded. In the event that the threshold established by the Committee is exceeded on a specific day, the Fund values its non-U.S. securities that exceed the applicable “confidence interval” based upon the fair values provided by ICE. In such event, it is not necessary to hold a Committee meeting. In the event that the Adviser believes that the fair values provided by ICE are not reliable, the Adviser contacts SEI Investments Global Fund Services (the “Administrator”) and may request that a meeting of the Committee be held. As of April 30, 2024, the total market value of securities were valued based on the fair value prices provided by ICE were $28,149 (000) or 36.5% of Net Assets.

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

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

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

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

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

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

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

As of and during the six months ended April 30, 2024, the Fund did not have a liability for any unrecognized tax benefits. The Fund recognizes interest and penalties, if any, related to unrecognized tax benefits as income tax expense in the Statement of Operations. During the six months ended April 30, 2024, the Fund did not incur any interest or penalties

Withholding taxes on foreign dividends have been provided for in accordance with the Funds’ understanding

 

 

14


Notes to Financial Statements

 

April 30, 2024

 

(Unaudited)

 

of the applicable country’s tax rules and rates. The Funds or their agent files withholding tax reclaims in certain jurisdictions to recover certain amounts previously withheld. The Funds may record a reclaim receivable based on collectability, which includes factors such as the jurisdiction’s applicable laws, payment history and market convention. Professional fees paid to those that provide assistance in receiving the tax reclaims, which generally are contingent upon successful receipt of reclaimed amounts, are recorded in Professional Fees on the Statements of Operations once the amounts are due. The professional fees related to pursuing these tax reclaims are not subject to the Adviser’s expense limitation agreement.

Security Transactions and Investment Income — Security transactions are accounted for on trade date for financial reporting purposes. Costs used in determining realized gains or losses on the sale of investment securities are based on the specific identification method. Dividend income is recorded on the ex-dividend date. Interest income is recognized on the accrual basis from settlement date. Certain dividends from foreign securities will be recorded as soon as the Fund is informed of the dividend if such information is obtained subsequent to the ex-dividend date.

Investments in Real Estate Investment Trusts (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 April 30, 2024, the open repurchase agreement by counterparty which is subject to a MRA on a net payment basis is as follows (000):

 

Counterparty   

Repurchase

Agreement

    

Fair

Value of

Non-Cash

Collateral

Received*

    

Cash

Collateral

Received

     Net Amount  

Counterparty One

   $ 160       $ 160       $ 0       $ 0   

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

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

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

 

 

15


Notes to Financial Statements

 

April 30, 2024

 

(Unaudited)

 

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

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

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

3.  Transactions with Affiliates:

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

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

 

4.

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

The Fund, along with other series of the Trust advised by LSV Asset Management (the “Adviser”), and the Administrator are parties to an Administration Agreement, under which the Administrator provides administrative services to the Fund. For these services, the Administrator is paid an asset based fee, subject to certain minimums, which will vary depending on the number of share classes and the average daily net assets of the Fund. For the six months ended April 30, 2024, the Fund incurred $22,277 for these services.

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

The Fund has adopted a distribution plan under the Rule 12b-1 under the 1940 Act for Investor Class Shares that allows the Fund to pay distribution and service fees for the sale and distribution of its shares, and for

services provided to shareholders. The maximum annual distribution fee for Investor Class Shares of the Fund is 0.25% annually of the average daily net assets. For the six months ended April 30, 2024, the Fund incurred $2,311 of distribution fees.

SS&C Global Investor & Distribution Solutions, Inc. serves as transfer agent and dividend disbursing agent for the Fund under the transfer agency agreement with the Trust. During the six months ended April 30, 2024, the Fund earned $1,687 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 0.75% 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 0.90% and 1.15% of the Fund’s Institutional Class and Investor Class Shares’ average daily net assets, respectively, through February 28, 2025. Refer to waiver of investment advisory fees on the Statement of Operations for fees waived for the six months ended April 30, 2024.

6.  Investment Transactions:

The cost of security purchases and the proceeds from security sales, other than short-term investments, for the six months ended April 30, 2024, were as follows (000):

 

Purchases

   $ 5,240  

Sales

   $   5,654  

7.  Federal Tax Information:

The amount and character of income and capital gain distributions to be paid, if any, are determined in accordance with Federal income tax regulations, which may differ from U.S. GAAP. As a result, net investment income (loss) and net realized gain (loss) on investment transactions for a reporting period may differ significantly from distributions during such period. These book/ tax differences may be temporary or permanent. To the extent these differences are permanent in nature, they are charged or credited to distributable earnings or paid-in capital, as appropriate, in the period that the differences arise.

 

 

16


Notes to Financial Statements

 

April 30, 2024

 

(Unaudited)

 

The permanent differences primarily consist of foreign currency translations and reclassification of long term capital gain distribution on REITs. There are no permanent differences that are credited or charged to Paid-in Capital and Distributable Earnings (Accumulated Losses) as of October 31, 2023.

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

 

     Ordinary
Income
    

Long-Term

Capital Gain

     Total  
  

 

 

    

 

 

 

2023

   $    1,747      $    451      $    2,198  

2022

     534        515        1,049  

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

 

Undistributed Ordinary Income

   $ 1,899    

Undistributed Long-Term Capital Gain

     58    

Unrealized Depreciation

     (3,026)    
  

 

 

 

Total Accumulated Losses

   $   (1,069)   
  

 

 

 

Capital loss carryforward rules allow a Registered Investment Company (“RIC”) to carry forward capital losses indefinitely and to retain the character of capital loss carryforwards as short-term or long-term. The Fund has no short-term or long-term capital loss carryforwards, at October 31, 2023. During the year end 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 April 30, 2024, were as follows (000):

 

Federal

Tax Cost

   Aggregated
Gross
Unrealized
Appreciation
   Aggregated
Gross
Unrealized
Depreciation
  Net
Unrealized
Appreciation

$    68,981

   $  13,495    $  (5,726)   $  7,769

For Federal income tax purposes, the difference between Federal tax cost and book cost primarily relates to wash sales and investments in passive foreign investment companies (PFICs).

 

8.

Concentration of Risks:

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

These factors contribute to price volatility, which is the principal risk of investing in the Fund.

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

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

Russia’s military invasion of Ukraine in February 2022, the resulting responses by the United States and other

 

 

17


Notes to Financial Statements

 

April 30, 2024

 

(Unaudited)

 

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

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

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

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.

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

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

 

9.

Concentration of Shareholders:

At April 30, 2024, 89% of total shares outstanding for the Institutional Class Shares were held by three record shareholders each owning 10% or greater of the aggregate total shares outstanding. At April 30, 2024, 78% of total shares outstanding for the Investor Class Shares were held by three 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.

 

 

18


Notes to Financial Statements

 

April 30, 2024

 

(Unaudited)

 

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.

 

 

19


Disclosure of Fund Expenses (Unaudited)

All mutual funds have operating expenses. As a shareholder of a mutual fund, your investment is affected by these ongoing costs, which include (among others) costs for portfolio management, administrative services, and shareholder reports like this one. It is important for you to understand the impact of these costs on your investment returns.

Operating expenses such as these are deducted from the mutual fund’s gross income and directly reduce your final investment return. These expenses are expressed as a percentage of the mutual fund’s average net assets; this percentage is known as the mutual fund’s expense ratio.

The following examples use the expense ratio and are intended to help you understand the ongoing costs (in dollars) of investing in your Fund and to compare these costs with those of other mutual funds. The examples are based on an investment of $1,000 made at the beginning of the period and held for the entire period from November 1, 2023 to April 30, 2024.

The table below illustrates your Fund’s costs in two ways:

•  Actual fund return.  This section helps you to estimate the actual expenses after fee waivers that your Fund incurred over the period. The “Expenses Paid During Period” column shows the actual dollar expense incurred by a $1,000 investment in the Fund, and the “Ending Account Value” number is derived from deducting that expense from the Fund’s gross investment return.

You can use this information, together with the actual amount you invested in the Fund, to estimate the expenses you paid over that period. Simply divide your account value by $1,000 to arrive at a ratio (for example, an $8,600 account value divided by $1,000 = $8.6), then multiply that ratio by the number shown for your Fund under “Expenses Paid During Period.”

•  Hypothetical 5% return.  This section helps you compare your Fund’s costs with those of other mutual funds. It assumes that the Fund had an annual 5% return before expenses during the period, but that the expense ratio (Column 3) is unchanged. This example is useful in making comparisons because the Securities and Exchange Commission requires all mutual funds to make this 5% calculation. You can assess your Fund’s comparative cost by comparing the hypothetical result for your Fund in the “Expense Paid During Period” column with those that appear in the same charts in the shareholder reports for other mutual funds.

NOTE: Because the hypothetical return is set at 5% for comparison purposes — NOT your Fund’s actual return —the account values shown do not apply to your specific investment.

 

     Beginning
Account
Value
11/01/23
    

 Ending 

 Account 

 Value 

 04/30/24 

    

 Annualized 

 Expense 

 Ratios 

    

 Expenses 

 Paid 

 During 

 Period* 

LSV Global Value Fund

                                   

Actual Fund Return

           

Institutional Class Shares

   $ 1,000.00        $1,193.60        0.90%        $4.91  

Investor Class Shares

     1,000.00        1,191.70        1.15          6.27  

Hypothetical 5% Return

           

Institutional Class Shares

   $ 1,000.00        $1,020.39        0.90%        $4.52  

Investor Class Shares

     1,000.00        1,019.14        1.15          5.77  

 

*

Expenses are equal to the Fund’s annualized expense ratio multiplied by the average account value over the period, multiplied by 182/366 (to reflect the one-half year period).

 

20


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

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

A Board meeting was held on February 27–28, 2024 to decide whether to renew the Agreement for an additional one-year term. In preparation for the meeting, the Trustees requested that the Adviser furnish information necessary to evaluate the terms of the Agreement. Prior to the meeting, the Independent Trustees of the Fund met to review and discuss the information provided and submitted a request for additional information to the Adviser, and information was provided in response to this request. The Trustees used this information, as well as other information that the Adviser and other service providers of the Fund presented or submitted to the Board at the meeting and other meetings held during the prior year, to help them decide whether to renew the Agreement for an additional year.

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

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

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

Nature, Extent and Quality of Services Provided by the Adviser

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

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

 

21


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

Investment Performance of the Fund and the Adviser

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

Costs of Advisory Services, Profitability and Economies of Scale

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

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

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

Renewal of the Agreement

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

 

22


                     
                   
     

 

Trust:

The Advisors’ Inner Circle Fund

 

Fund:

LSV Global Value Fund

 

Adviser:

LSV Asset Management

 

Distributor:

SEI Investments Distribution Co.

 

Administrator:

SEI Investments Global Fund Services

 

Legal Counsel:

Morgan, Lewis & Bockius LLP

 

Independent Registered Public Accounting Firm:

Ernst & Young LLP

 

The Fund files its 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. The Fund’s Form N-PORT is available on the SEC’s website at http://www.sec.gov, and may be reviewed and copied at the SEC’s Public Reference Room in Washington, DC. Information on the operation of the Public Reference Room may be obtained by calling 1-800-SEC-0330.

 

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

 

LSV-SA-007-1000

 

           
                     
                     


(b)

Not applicable.

Item 2. Code of Ethics.

Not applicable for semi-annual report.

Item 3. Audit Committee Financial Expert.

Not applicable for semi-annual report.

Item 4. Principal Accountant Fees and Services.

Not applicable for semi-annual report.

Item 5. Audit Committee of Listed Registrants.

Not applicable to open-end management investment companies.

Item 6. Schedule of Investments.

Schedule of Investments is included as part of the Report to Shareholders filed under Item 1 of this form.

Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.

Not applicable to open-end management investment companies.

Item 8. Portfolio Managers of Closed-End Management Investment Companies.

Not applicable to open-end management investment companies.

Item 9. Purchases of Equity Securities by Closed-End Management Company and Affiliated Purchasers.

Not applicable to open-end management investment companies.

Item 10. Submission of Matters to a Vote of Security Holders.

There have been no changes to the procedures by which shareholders may recommend nominees to the Registrant’s Board of Trustees during the period covered by this report.

Item 11. Controls and Procedures.

(a) The Registrant’s principal executive and principal financial officers, or persons performing similar functions, have concluded that the Registrant’s disclosure controls and procedures, as defined in Rule 30a-3(c) under the Act (17 CFR § 270.30a-3(c)), as of a date within 90 days of the filing date of the report, are effective based on the evaluation of these controls and procedures required by Rule 30a-3(b) under the Act (17 CFR § 270.30a-3(b)) and Rule 13a-15(b) or Rule 15d-15(b) under the Securities Exchange Act of 1934, as amended (17 CFR § 240.13a-15(b) or 240.15d-15(b)).


(b) There has been no change in the Registrant’s internal control over financial reporting (as defined in Rule 30a-3(d) under the Act (17 CFR § 270.30a-3(d)) that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting.

Item 12. Disclosure of Securities Lending Activities for Closed-End Management Investment Companies.

Not applicable to open-end management investment companies.

Item 18. Recovery of Erroneously Awarded Compensation.

(a) Not applicable.

(b) Not applicable.

Item 19. Exhibits.

(a)(1) Not applicable for semi-annual reports.

(a)(2) Not applicable.

(a)(3) 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)), arefiled herewith.

(b) Officer certifications, as required by Rule 30a-2(b) under the Act (17CFR § 270.30a-2(b)), also accompany this filing as exhibits.


 

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
      Principal Executive Officer

Date: July 8, 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
      Principal Executive Officer

Date: July 8, 2024

 

By (Signature and Title)       /s/ Andrew Metzger
      Andrew Metzger
      Principal Financial Officer

Date: July 8, 2024