N-CSRS 1 d859139dncsrs.htm LSV CONSERVATIVE VALUE EQUITY LSV Conservative Value Equity

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM N-CSRS

 

 

CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT

INVESTMENT COMPANIES

Investment Company Act File Number 811-06400

The Advisors’ Inner Circle Fund

(Exact name of registrant as specified in charter)

 

 

SEI Investments

One Freedom Valley Drive

Oaks, PA 19456

(Address of principal executive offices) (Zip code)

SEI Investments

One Freedom Valley Drive

Oaks, PA 19456

(Name and address of agent for service)

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

Date of fiscal year end: October 31, 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

Conservative Value Equity 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 fee return of the LSV Conservative Value Equity Fund and the Russell 1000 Value Index (the benchmark) for trailing periods ending April 30, 2024, were as follows:

 

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

 

LSV Conservative Value Equity Fund, Institutional Class Shares*    20.82%   17.61%   6.98%   9.03%   8.65%   8.33%   6.70%

Benchmark:

              

Russell 1000 Value Index

   18.42%   13.42%   5.17%   8.60%   8.51%   8.43%   6.94%

Periods longer than one year are annualized.

* Month ended April 30, 2024.

Institutional Class Shares performance as of 3/31/24: 25.11% (1 year), 10.94% (5 year), 8.96% (10 year) and 7.04% (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 4/1/07.

Despite concerns surrounding higher interest rates and geopolitical tensions, U.S. equities rallied over the past six-month period, thanks to optimism regarding the potential for Fed rate cuts later in the year. The S&P 500 Index was up 20.98%, with mega-cap stocks leading the charge, and for only the eighth time since 1950, the Index posted back-to-back 10+% return quarters. Small cap stocks modestly underperformed large caps over the period as the Russell 2000 Index was up 19.65% while the Russell 1000 Index was up 21.16%. From a style perspective, value stocks (as measured by the Russell Indices) underperformed growth—the Russell 1000 Value Index was up 18.42% while the Russell 1000 Growth Index was up 23.56% (both in USD). The LSV Conservative Value Equity Fund, Institutional Class Shares, was up 20.82% for the period.

The portfolio’s deep value bias had a positive impact on relative returns for the last six months, despite the underperformance of value as a ‘style’. While companies that were cheap on the basis of book value lagged for the period, companies that were cheap on the basis of forecasted earnings, which we favor, outperformed for the period. The portfolio’s smaller capitalization bias versus the benchmark had a muted impact on relative returns for the period. Performance attribution further indicates that both stock selection and sector allocation contributed positively to relative returns over the period. Stock selection relative gains were largely the result of the outperformance of deep value names within Utilities, Consumer Discretionary and Financials. Within Utilities, holdings in the Independent Power Producers & Energy Traders and Electric Utilities industries performed particularly well. Within Discretionary, holdings in the Auto Manufacturers and Homebuilders industries also outperformed. Within Financials, holdings in the Regional Banks industry also added value. On the negative side, stock selection detracted within Health Care. From a sector perspective, relative returns were more modest for the period and were thanks in large part to our underweight to the Real Estate sector and our overweight to Financials stocks.

Top contributors for the past six months included our overweight positions in Vistra, Dell Technologies, General Motors, Builders FirstSource, Dicks Sporting Goods, DaVita and Amkor Technology. Not owning Boeing, Schlumberger, Humana and UnitedHealth also added value. The main individual detractors included our overweight positions in Gilead Sciences, Archer-Daniels-Midland, Comcast, APA Corp, Cisco Systems, Bristol- Myers Squibb, Pfizer Inc and Jazz Pharmaceuticals. Not owning Micron Technology, Eaton Corp, American Express and Schwab also detracted.

 

1


LOGO

MANAGER’S DISCUSSION AND ANALYSIS OF FUND PERFORMANCE

(Unaudited)

 

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 11.6x forward earnings compared to 16.0x for the Russell 1000 Value Index, 2.0x book value compared to 2.4x for the Russell 1000 Value Index and 8.0x cash flow compared to 11.9x for the Russell 1000 Value 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 Consumer Discretionary, Financials, and Communication Services while underweight Real Estate, Industrials, 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


 

April 30, 2024

   (Unaudited)

 

Sector Weightings †:

 

LOGO

Percentages are based on total investments.

Schedule of Investments

 

LSV Conservative Value Equity Fund

 

     Shares      Value (000)  

Common Stock (99.6%)

     

Communication Services (5.9%)

     

AT&T

     98,000      $ 1,655  

Comcast, Cl A

     49,600        1,890  

Fox

     15,500        481  

Meta Platforms, Cl A

     1,400        602  

Nexstar Media Group, Cl A

     2,500        400  

Playtika Holding

     35,200        255  

TEGNA

     15,800        216  

T-Mobile US

     3,000        493  

Verizon Communications

     50,700        2,002  

Walt Disney

     5,600        622  
     

 

 

 
          8,616  
     

 

 

 

Consumer Discretionary (8.0%)

     

AutoNation*

     3,600        580  

AutoZone*

     100        296  

Best Buy

     5,600        412  

Bloomin’ Brands

     17,500        451  

BorgWarner

     10,200        334  

Dick’s Sporting Goods

     3,400        683  

DR Horton

     2,800        399  

eBay

     15,500        799  

Ford Motor

     76,100        925  

General Motors

     33,000        1,469  

Goodyear Tire & Rubber*

     17,465        209  

Guess?

     18,400        493  

Harley-Davidson

     8,400        289  

Lear

     2,400        302  

Lennar, Cl A

     4,500        682  

McDonald’s

     1,700        464  

Phinia

     2,040        80  

PulteGroup

     8,700        969  

Signet Jewelers

     4,300        422  

Toll Brothers

     4,600        548  

Vista Outdoor*

       11,700        411  

Whirlpool

     2,300        218  
     

 

 

 
          11,435  
     

 

 

 

Consumer Staples (7.2%)

     

Albertsons, Cl A

     17,700        361  
LSV Conservative Value Equity Fund

 

     Shares      Value (000)  

Consumer Staples (continued)

     

Altria Group

     31,400      $ 1,375  

Archer-Daniels-Midland

     13,100        768  

Bunge Global

     7,470        760  

Conagra Brands

     15,900        489  

Ingredion

     4,600        527  

Kraft Heinz

     21,860        844  

Kroger

     18,000        997  

Molson Coors Beverage, Cl B

       11,000        630  

Philip Morris International

     4,800        456  

Procter & Gamble

     9,600        1,567  

Sprouts Farmers Market*

     7,000        462  

Walmart

     20,100        1,193  
     

 

 

 
        10,429  
     

 

 

 

Energy (9.6%)

     

APA

     14,300        450  

Chevron

     11,900        1,919  

ConocoPhillips

     13,300        1,671  

Coterra Energy

     17,800        487  

Devon Energy

     6,100        312  

EOG Resources

     4,700        621  

ExxonMobil

     35,700        4,222  

Halliburton

     10,900        408  

HF Sinclair

     6,220        337  

Marathon Petroleum

     8,500        1,545  

Phillips 66

     6,900        988  

Valero Energy

     5,600        895  
     

 

 

 
          13,855  
     

 

 

 

Financials (24.7%)

     

Aflac

     13,500        1,129  

Ally Financial

     10,200        391  

American International Group

     14,900        1,122  

Ameriprise Financial

     1,400        577  

Bank of America

     46,200        1,710  

Bank of New York Mellon

     21,100        1,192  

Berkshire Hathaway, Cl B*

     11,300        4,483  

Capital One Financial

     5,100        731  

Chubb

     1,700        423  

Citigroup

     22,300        1,368  

Citizens Financial Group

     13,600        464  

Discover Financial Services

     4,400        558  

East West Bancorp

     6,000        447  

Fidelity National Financial

     11,500        569  

Fifth Third Bancorp

     12,200        445  

First American Financial

     6,300        338  

Fiserv*

     3,900        595  

FS KKR Capital

     12,100        231  

Global Payments

     2,100        258  

Goldman Sachs Group

     4,000        1,707  

Hartford Financial Services Group

     12,400        1,202  

JPMorgan Chase

     22,000        4,218  
 

 

The accompanying notes are an integral part of the financial statements

 

3


Schedule of Investments

 

April 30, 2024

   (Unaudited)

 

LSV Conservative Value Equity Fund

 

     Shares      Value (000)  

Financials (continued)

     

M&T Bank

     4,100      $ 592  

MetLife

     16,100        1,144  

MGIC Investment

     22,000        446  

Morgan Stanley

     8,600        781  

Navient

     17,400        261  

Old Republic International

     19,200        573  

PayPal Holdings*

     6,000        408  

PNC Financial Services Group

     5,700        874  

Radian Group

       20,400        609  

Regions Financial

     22,900        441  

State Street

     10,400        754  

Synchrony Financial

     10,800        475  

Synovus Financial

     8,200        293  

Truist Financial

     22,300        837  

US Bancorp

     9,300        378  

Wells Fargo

     38,500        2,284  

Western Union

     10,800        145  

Zions Bancorp

     7,200        294  
     

 

 

 
          35,747  
     

 

 

 

Health Care (14.9%)

     

Abbott Laboratories

     4,400        466  

Amgen

     2,400        657  

Bristol-Myers Squibb

     25,000        1,098  

Cardinal Health

     6,400        660  

Centene*

     12,600        920  

Cigna Group

     5,000        1,785  

CVS Health

     17,500        1,185  

Danaher

     1,600        395  

DaVita*

     3,800        528  

Elevance Health

     900        476  

Gilead Sciences

     20,100        1,311  

HCA Healthcare

     3,100        960  

Incyte*

     10,300        536  

Jazz Pharmaceuticals*

     3,800        421  

Johnson & Johnson

     19,300        2,791  

McKesson

     1,400        752  

Medtronic

     5,300        426  

Merck

     17,700        2,287  

Organon

     17,000        316  

Pfizer

     53,600        1,373  

Solventum*

     2,150        140  

United Therapeutics*

     2,100        492  

Universal Health Services, Cl B

     2,200        375  

Viatris, Cl W

     49,400        572  

Zimmer Biomet Holdings

     3,900        469  
     

 

 

 
        21,391  
     

 

 

 

Industrials (12.0%)

     

3M

     8,600        830  

Acuity Brands

     2,100        521  

AGCO

     3,900        445  

LSV Conservative Value Equity Fund

 

     Shares      Value (000)  

Industrials (continued)

     

Allison Transmission Holdings

     8,900      $ 655  

ArcBest

     3,300        366  

Builders FirstSource*

     5,900        1,079  

Carrier Global

     6,100        375  

Caterpillar

     2,700        903  

CNH Industrial

     39,300        448  

CSX

     21,000        698  

Cummins

     3,100        876  

Deere

     1,100        430  

Delta Air Lines

     12,200        611  

FedEx

     4,200        1,099  

Ferguson

     2,500        525  

GE Vernova*

     1,000        154  

General Electric

     4,000        647  

Lockheed Martin

     800        372  

NEXTracker, Cl A*

     2,769        119  

Oshkosh

     4,300        483  

Owens Corning

     4,700        790  

PACCAR

     9,600        1,019  

Parker-Hannifin

     900        490  

RTX

     7,100        721  

Ryder System

     4,100        500  

Snap-on

     2,500        670  

Textron

     7,000        592  

United Airlines Holdings*

     6,700        345  

United Rentals

     700        467  
     

 

 

 
          17,230  
     

 

 

 

Information Technology (9.0%)

     

Advanced Micro Devices*

     1,900        301  

Amdocs

     5,000        420  

Amkor Technology

       12,500        404  

Analog Devices

     2,200        441  

Arrow Electronics*

     3,500        447  

Cirrus Logic*

     5,900        523  

Cisco Systems

     36,100        1,696  

Cognizant Technology Solutions, Cl A

     6,500        427  

Dell Technologies, Cl C

     6,700        835  

DXC Technology*

     3,109        60  

Flex*

     15,900        456  

Hewlett Packard Enterprise

     54,100        920  

HP

     24,400        685  

Intel

     13,600        414  

International Business Machines

     9,200        1,529  

Jabil

     4,300        505  

NetApp

     4,100        419  

Oracle

     3,900        444  

QUALCOMM

     5,300        879  

Skyworks Solutions

     4,200        448  

TD SYNNEX

     3,500        412  
 

 

The accompanying notes are an integral part of the financial statements

 

4


Schedule of Investments

 

April 30, 2024

   (Unaudited)

 

LSV Conservative Value Equity Fund  
     Shares      Value (000)  

Information Technology (continued)

 

  

Xerox Holdings

        20,900      $     278  
     

 

 

 
        12,943  
     

 

 

 

Materials (3.9%)

     

Berry Global Group

     8,600        487  

Chemours

     9,200        246  

Eastman Chemical

     4,700        444  

Graphic Packaging Holding

     16,000        414  

Linde

     1,600        706  

LyondellBasell Industries, Cl A

     5,100        510  

Mosaic

     9,500        298  

NewMarket

     950        501  

Nucor

     4,800        809  

Steel Dynamics

     4,900        638  

Sylvamo

     7,900        494  

Tronox Holdings

     20,000        340  
     

 

 

 
        5,887  
     

 

 

 

Real Estate (1.6%)

     

Brixmor Property Group‡

     13,900        307  

Host Hotels & Resorts‡

     24,500        462  

Innovative Industrial Properties, Cl A‡

     4,500        465  

Prologis‡

     2,300        235  

Sabra Health Care REIT‡

     25,700        358  

Simon Property Group‡

     1,900        267  

Uniti Group‡

     51,600        297  
     

 

 

 
        2,391  
     

 

 

 

Utilities (2.8%)

     

Entergy

     6,500        693  

Evergy

     8,000        420  

NextEra Energy

     4,400        295  

NRG Energy

     8,700        632  

PPL

     14,300        393  

UGI

     11,900        304  

Vistra

     17,700        1,342  
     

 

 

 
        4,079  
     

 

 

 

TOTAL COMMON STOCK
(Cost $117,384)

        144,003  
     

 

 

 
LSV Conservative Value Equity Fund  
     Face Amount
(000)
     Value (000)  

Repurchase Agreement (0.3%)

 

  

South Street Securities 5.000%, dated 04/30/2024, to be repurchased on 05/01/2024, repurchase price $462 (collateralized by various U.S. Treasury obligations, ranging in par value $0 - $151, 0.625% - 4.625%, 03/15/2025 – 02/15/2033; total market value $471)

     $   462      $     462  
     

 

 

 

TOTAL REPURCHASE AGREEMENT
(Cost $462)

 

     462  
     

 

 

 

Total Investments – 99.9%
(Cost $117,846)

 

   $ 144,465  
     

 

 

 

Percentages are based on Net Assets of $144,566 (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 April 30, 2024, in valuing the Fund’s investments carried at value ($ Thousands):

 

Investments in

Securities

   Level 1      Level 2      Level 3      Total  

Common Stock

   $   144,003      $     —      $     —      $   144,003  

Repurchase
Agreement

            462               462  

 

  

 

 

    

 

 

    

 

 

    

 

 

 

Total
Investments in
Securities

   $ 144,003      $ 462      $      $ 144,465  

 

 

 

 

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

 

5


Statement of Assets and Liabilities (000)   
April 30, 2024    (Unaudited)

 

      LSV Conservative
Value Equity Fund
 

Assets:

  

Investments, at Value (Cost $117,846)

    $    144,465  

Dividends and Interest Receivable

     212  

Receivable for Capital Shares Sold

     34  

Prepaid Expenses

     21  

Total Assets

     144,732  

Liabilities:

  

Payable for Fund Shares Redeemed

     105  

Payable due to Investment Adviser

     22  

Payable for Professional Fees

     8  

Payable due to Administrator

     7  

Payable due to Trustees

     3  

Payable due to Distributor

     1  

Other Accrued Expenses

     20  

Total Liabilities

     166  

Net Assets

    $ 144,566  
          

Net Assets Consist of:

  

Paid-in Capital

    $ 113,645  

Total Distributable Earnings

     30,921  

Net Assets

    $ 144,566  
          
          

Net Asset Value, Offering and Redemption Price Per Share —
Institutional Class Shares ($144,030 ÷ 10,227,778 shares)(1)

    $ 14.08  
          

Net Asset Value, Offering and Redemption Price Per Share —
Investor Class Shares ($536 ÷ 38,458 shares)(1)

    $ 13.95
          

 

(1)

Shares have not been rounded.

*

Net Assets divided by Shares does not calculate to the stated NAV because Net Asset amounts are shown rounded.

 

The accompanying notes are an integral part of the financial statements

 

6


Statement of Operations (000)   
For the six months ended April 30, 2024    (Unaudited)

 

      LSV Conservative
Value Equity Fund
 

Investment Income:

  

Dividend Income

    $ 1,910  

Interest Income

     15  

Total Investment Income

     1,925  

Expenses:

  

Investment Advisory Fees

     268  

Administration Fees

     42  

Trustees’ Fees

     6  

Chief Compliance Officer Fees

     1  

Distribution Fees - Investor Class

     1  

Transfer Agent Fees

     25  

Registration and Filing Fees

     19  

Professional Fees

     12  

Printing Fees

     8  

Custodian Fees

     5  

Insurance and Other Fees

     8  

Total Expenses

     395  

Less: Waiver of Investment Advisory Fees

     (145

Less: Fees Paid Indirectly — (see Note 4)

     (2

Net Expenses

     248  

Net Investment Income

     1,677  

Net Realized Gain on Investments

     3,557  

Net Change in Unrealized Appreciation on Investments

     20,917  

Net Realized and Unrealized Gain on Investments

     24,474  

Net Increase in Net Assets Resulting from Operations

    $    26,151  
          

 

The accompanying notes are an integral part of the financial statements

 

7


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 Conservative Value Equity
Fund
 

 

   11/1/2023 to
04/30/2024
   

11/1/2022 to

10/31/2023

 

Operations:

    

Net Investment Income

   $ 1,677     $ 3,595  

Net Realized Gain

     3,557       5,437  

Net Change in Unrealized Appreciation (Depreciation)

     20,917       (8,191

Net Increase in Net Assets Resulting from Operations

     26,151       841  

Distributions

    

Institutional Class Shares

     (8,828     (7,309

Investor Class Shares

     (35     (20

Total Distributions

     (8,863     (7,329

Capital Share Transactions:

    

Institutional Class Shares:

    

Issued

     8,268       15,429  

Reinvestment of Dividends and Distributions

     8,797       7,277  

Redeemed

     (19,240     (31,738

Net Decrease from Institutional Class Shares Transactions

     (2,175     (9,032

Investor Class Shares:

    

Issued

     131       97  

Reinvestment of Dividends and Distributions

     35       20  

Redeemed

     (148     (60

Net Increase from Investor Class Shares Transactions

     18       57  

Net Decrease in Net Assets Derived from Capital Share Transactions

     (2,157     (8,975

Total Increase (Decrease) in Net Assets

     15,131       (15,463

Net Assets:

    

Beginning of Period

     129,435       144,898  

End of Year/Period

   $ 144,566     $ 129,435  
                 

Shares Transactions:

    

Institutional Class:

    

Issued

     598       1,188  

Reinvestment of Dividends and Distributions

     655       574  

Redeemed

     (1,412     (2,428

Total Institutional Class Share Transactions

     (159     (666

Investor Class:

    

Issued

     10       7  

Reinvestment of Dividends and Distributions

     2       2  

Redeemed

     (11     (4

Total Investor Class Share Transactions

     1       5  

Net Decrease in Shares Outstanding

     (158     (661
                 

 

The accompanying notes are an integral part of the financial statements

 

8


Financial Highlights

For a share outstanding throughout each period.

For the six months ended April 30, 2024 (Unaudited) and the year or period 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 Conservative Value Equity Fund

 

                     

Institutional Class Shares

 

                       

2024*

   $ 12.42      $ 0.16      $ 2.37     $ 2.53     $ (0.34   $ (0.53   $ (0.87   $   14.08        20.82     $144,030        0.35     0.56     2.39     4

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

 

                       

2024*

   $ 12.30      $ 0.14      $ 2.36     $ 2.50     $ (0.32   $ (0.53   $ (0.85   $ 13.95        20.72     $536        0.60     0.81     2.14     4

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  

 

*   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

 

9


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 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 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, 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,

 

 

10


Notes to Financial Statements

 

April 30, 2024

   (Unaudited)

 

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 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 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 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.

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

 

 

11


Notes to Financial Statements

 

April 30, 2024

   (Unaudited)

 

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(1)

    

Cash

Collateral

Received(1)

     Net Amount(2)  

 

 

South Street Securities

   $ 462      $ 462      $      $ —   

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

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

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

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

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

 

3.

Transactions with Affiliates:

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

A portion of the services provided by the CCO and his staff, whom are employees of the Administrator, are paid for by the Trust as incurred. The services include

regulatory oversight of the Trust’s Advisors and service providers as required by SEC regulations. The CCO’s services have been approved by and reviewed by the Board.

 

4.

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

The Fund, along with other series of the Trust advised by LSV Asset Management (the “Adviser”), and the Administrator are parties to an Administration Agreement, under which the Administrator provides administrative services to the Fund. For these services, the Administrator is paid an asset based fee, subject to certain minimums, which will vary depending on the number of share classes and the average daily net assets of the Fund. For the six months ended April 30, 2024, the Fund incurred $42,272 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 $688 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 $1,664 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

 

 

12


Notes to Financial Statements

 

April 30, 2024

   (Unaudited)

 

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

   $ 5,760  

Sales

   $  13,895  

 

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.

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 April 30, 2024, were as follows (000):

 

Federal

 Tax Cost 

    Aggregated 
Gross
Unrealized
Appreciation
    Aggregated 
Gross
Unrealized
Depreciation
     Net   
Unrealized
Appreciation

 $  117,846

    $ 33,816     $ (7,197)    $ 26,619

 

8.

Concentration of Risks:

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.

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 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.

 

 

13


Notes to Financial Statements

 

April 30, 2024

   (Unaudited)

 

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, 87% of total shares outstanding for the Institutional Class Shares were held by two record shareholders owning 10% or greater of the aggregate total shares outstanding. At April 30, 2024, 93% of total shares outstanding for the Investor Class Shares were held by one record shareholder owning 10% or greater of the aggregate total shares outstanding. These were comprised mostly of omnibus accounts which were held on behalf of various individual shareholders.

10. Indemnifications:

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

11. Subsequent Events:

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

 

 

14


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 Conservative Value Equity Fund

                                          

Actual Fund Return

                  

Institutional Class Shares

     $ 1,000.00      $ 1,208.20        0.35 %     $ 1.92 

Investor Class Shares

       1,000.00        1,207.20        0.60       3.29 

Hypothetical 5% Return

                  

Institutional Class Shares

     $ 1,000.00      $ 1,023.12        0.35 %     $ 1.76 

Investor Class Shares

       1,000.00        1,021.88        0.60       3.02 

 

*

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).

 

15


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.

 

16


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.

 

 

17


 

 

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 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-004-1800


(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 Rule30a-2(a) under the Act (17 CFR § 270.30a-2(a)), are 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 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