N-CSRS 1 d821643dncsrs.htm LSV VALUE EQUITY LSV 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

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 fees return of the LSV Value Equity Fund, the Russell 1000 Value Index (the benchmark), and the S&P 500 Index for trailing periods ending April 30, 2024, were as follows:

 

  Trailing
  6-Months  
One
  Year  
Three
  Years  
Five
  Years  
Seven
  Years  
Ten
  Years  
  Fifteen  
Years
  Twenty  
Years
Since
  Inception  
LSV Value Equity Fund, Institutional Class Shares* 20.46% 16.93% 5.59%  8.81% 8.20%  8.22% 12.35%  8.36% 8.29%
Benchmark:

Russell 1000 Value Index

18.42% 13.42% 5.17%  8.60% 8.51%  8.43% 12.01%  8.19% 7.18%
Broad Market:

S&P 500 Index

20.98% 22.66% 8.06% 13.19% 13.25% 12.41% 14.61% 10.01% 7.58%

Periods longer than one year are annualized

* Period ended April 30, 2024.

Institutional Class Shares performance as of 3/31/24: 23.85% (1 year), 10.89% (5 year), 8.89% (10 year) and 8.55% (Since Inception). The performance data quoted represents past performance. Past performance does not guarantee future results. The investment return and principal value of an investment will fluctuate so that an investor’s shares when redeemed, may be worth more or less than their original cost and current performance may be lower or higher than the performance quoted. For performance data current to the most recent month end, please call 888-FUND-LSV (888-386-3578). Periods longer than one year are annualized; inception date is 3/31/99.

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 Value Equity Fund, Institutional Class Shares, was up 20.46% 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 cash flows and 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 underweights to the Real Estate and Consumer Staples sectors.

Top contributors for the past six months included our overweight positions in Vistra Corp, Dell Technologies, Citigroup, PulteGroup, General Motors, Owens Corning, Allison Transmission and Amkor Technology. Not owning Boeing, Schlumberger, Procter & Gamble and Humana also added value. The main individual detractors included our overweight positions in Gilead Sciences, Bristol-Myers Squibb, Comcast, APA, Molson Coors, Jazz Pharmaceuticals and Marathon Oil. Not owning JP Morgan Chase, General Electric and Micron Technology 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 10.3x forward earnings compared to 16.0x for the Russell 1000 Value Index, 1.8x book value compared to 2.4x for the Russell 1000 Value Index and 6.9x cash flow compared to 11.9x for the Russell 1000

 

1


LOGO

MANAGER’S DISCUSSION AND ANALYSIS OF FUND PERFORMANCE

(Unaudited)

 

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, Communication Services, and Health Care while underweight Real Estate, Utilities, and Industrials.

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 Value Equity Fund

 

 

     Shares        Value (000)  

Common Stock (98.2%)

     

Communication Services (6.4%)

 

  

AT&T

     1,297,800      $ 21,920  

Comcast, Cl A

     596,900        22,748  

Fox

     230,600        7,151  

Meta Platforms, Cl A

     19,600        8,431  

Nexstar Media Group, Cl A

     20,867        3,340  

Playtika Holding

     338,246        2,452  

TEGNA

     191,150        2,607  

Verizon Communications

     458,200        18,094  
     

 

 

 
        86,743  
     

 

 

 

 

Consumer Discretionary (8.8%)

 

  

American Axle & Manufacturing Holdings*

     188,300        1,382  

BorgWarner

     154,200        5,053  

Capri Holdings*

     66,800        2,370  

Carter’s

     65,900        4,508  

Dick’s Sporting Goods

     26,100        5,245  

eBay

     143,400        7,391  

Ford Motor

     687,700        8,356  

General Motors

     338,800        15,087  

Goodyear Tire & Rubber*

     264,800        3,167  

Group 1 Automotive

     19,200        5,645  

H&R Block

     110,700        5,228  

Harley-Davidson

     229,000        7,875  

Kohl’s

     116,100        2,779  

Macy’s

     198,700        3,662  

ODP*

     107,100        5,452  

Phinia

     30,840        1,203  

PulteGroup

     148,600        16,557  

Tri Pointe Homes*

     282,000        10,392  

Upbound Group, Cl A

     134,100        4,158  

Whirlpool

     38,300        3,633  
     

 

 

 
          119,143  
     

 

 

 

Consumer Staples (6.8%)

     

Altria Group

     234,400        10,269  

Bunge Global

     59,400        6,045  

Conagra Brands

     158,600        4,882  

Energizer Holdings

     131,387        3,774  

 

LSV Value Equity Fund

 

 

     Shares        Value (000)  

Consumer Staples (continued)

     

General Mills

        78,000      $     5,496  

Ingredion

     65,800        7,540  

Kraft Heinz

     331,700        12,807  

Kroger

     374,200        20,723  

Molson Coors Beverage, Cl B

     246,300        14,103  

PriceSmart

     8,631        696  

Spectrum Brands Holdings

     35,900        2,939  

Walgreens Boots Alliance

     153,100        2,714  
     

 

 

 
        91,988  
     

 

 

 

 

Energy (8.5%)

     

APA

     185,700        5,838  

California Resources

     91,800        4,853  

ExxonMobil

     266,700        31,543  

Helmerich & Payne

     126,300        4,967  

HF Sinclair

     167,500        9,087  

Marathon Oil

     556,100        14,931  

Marathon Petroleum

     97,100        17,645  

Phillips 66

     89,800        12,860  

Scorpio Tankers

     57,900        4,074  

Valero Energy

     57,500        9,193  

Vitesse Energy

     20,097        446  
     

 

 

 
          115,437  
     

 

 

 

Financials (22.3%)

     

Aflac

     142,500        11,920  

Ally Financial

     148,800        5,706  

American Financial Group

     25,000        3,194  

American International Group

     203,000        15,288  

Ameriprise Financial

     30,800        12,683  

Annaly Capital Management‡

     138,400        2,594  

Bank of America

     155,000        5,737  

Bank of New York Mellon

     338,400        19,116  

BankUnited

     118,900        3,178  

Blue Owl Capital

     289,400        4,602  

Capital One Financial

     38,100        5,465  

Citigroup

     339,600        20,828  

Citizens Financial Group

     194,200        6,624  

CNO Financial Group

     278,100        7,322  

Discover Financial Services

     41,600        5,272  

Everest Group

     12,700        4,653  

Fifth Third Bancorp

     153,100        5,582  

First Horizon

     406,000        6,058  

Global Payments

     24,200        2,971  

Goldman Sachs Group

     25,400        10,838  

Hartford Financial Services Group

     160,800        15,580  

Huntington Bancshares

     367,400        4,949  

Lincoln National

     102,200        2,787  

M&T Bank

     40,100        5,790  

MetLife

     83,300        5,921  

MGIC Investment

     484,200        9,819  

Navient

     387,800        5,825  

 

 

 

The accompanying notes are an integral part of the financial statements

 

3


Schedule of Investments

  
April 30, 2024    (Unaudited)

 

LSV Value Equity Fund

 

 

     Shares        Value (000)  

Financials (continued)

     

OneMain Holdings, Cl A

        68,800      $     3,585  

PayPal Holdings*

     133,600        9,074  

Popular

     68,600        5,830  

Radian Group

     302,800        9,045  

Regions Financial

     427,000        8,228  

State Street

     187,700        13,606  

Stifel Financial

     72,900        5,826  

Voya Financial

     65,500        4,465  

Wells Fargo

     386,900        22,951  

Western Union

     467,400        6,282  

Zions Bancorp

     104,000        4,241  
     

 

 

 
        303,435  
     

 

 

 

Health Care (15.6%)

     

AbbVie

     22,400        3,643  

Amgen

     40,500        11,094  

Bristol-Myers Squibb

     375,200        16,486  

Cardinal Health

     99,500        10,252  

Centene*

     119,100        8,701  

Cigna Group

     46,400        16,567  

CVS Health

     211,900        14,348  

DaVita*

     28,300        3,934  

Exelixis*

     174,500        4,094  

Gilead Sciences

     261,500        17,050  

HCA Healthcare

     21,400        6,630  

Incyte*

     61,400        3,196  

Inmode*

     97,300        1,672  

Jazz Pharmaceuticals*

     64,400        7,132  

Johnson & Johnson

     90,100        13,028  

McKesson

     22,600        12,141  

Merck

     219,900        28,416  

Organon

     229,700        4,275  

Pfizer

     418,400        10,719  

QuidelOrtho*

     43,350        1,758  

United Therapeutics*

     19,100        4,476  

Universal Health Services, Cl B

     27,000        4,602  

Viatris, Cl W

     517,700        5,990  
     

 

 

 
          210,204  
     

 

 

 

 

Industrials (11.9%)

     

AGCO

     100,800        11,510  

Alaska Air Group*

     52,000        2,237  

Allison Transmission Holdings

     144,200        10,606  

CNH Industrial

     679,000        7,741  

Cummins

     35,800        10,113  

Delta Air Lines

     133,800        6,699  

Deluxe

     165,400        3,267  

EMCOR Group

     11,800        4,215  

FedEx

     52,600        13,770  

GMS*

     39,030        3,611  

Huntington Ingalls Industries

     17,600        4,874  

Lockheed Martin

     20,600        9,577  

ManpowerGroup

     92,400        6,972  

 

LSV Value Equity Fund

 

 

     Shares        Value (000)  

Industrials (continued)

     

Mueller Industries

        184,500      $ 10,299  

Oshkosh

     50,910            5,716  

Owens Corning

     71,900        12,094  

PACCAR

     54,500        5,783  

Ryder System

     91,800        11,186  

Snap-on

     19,600        5,252  

Textron

     133,900        11,327  

United Airlines Holdings*

     99,100        5,100  
     

 

 

 
        161,949  
     

 

 

 

 

Information Technology (10.3%)

     

Amdocs

     68,900        5,787  

Amkor Technology

     170,400        5,512  

Applied Materials

     42,400        8,423  

Arrow Electronics*

     84,600        10,801  

Cisco Systems

     328,800        15,447  

Dell Technologies, Cl C

     138,800        17,300  

DXC Technology*

     207,400        4,042  

Flex*

     223,500        6,403  

Hewlett Packard Enterprise

     587,300        9,984  

HP

     464,000        13,034  

Intel

     156,700        4,775  

International Business Machines

     35,900        5,967  

Jabil

     52,100        6,114  

QUALCOMM

     90,000        14,926  

Skyworks Solutions

     30,600        3,262  

Vishay Intertechnology

     149,600        3,462  

Xerox Holdings

     234,800        3,120  
     

 

 

 
          138,359  
     

 

 

 

Materials (3.9%)

     

Berry Global Group

     152,200        8,620  

Eastman Chemical

     55,400        5,232  

Graphic Packaging Holding

     185,100        4,785  

LyondellBasell Industries, Cl A

     38,200        3,819  

NewMarket

     7,300        3,847  

O-I Glass, Cl I*

     183,800        2,750  

Reliance

     32,900        9,367  

Steel Dynamics

     105,000        13,663  
     

 

 

 
        52,083  
     

 

 

 

Real Estate (1.5%)

     

Highwoods Properties‡

     140,300        3,676  

Host Hotels & Resorts‡

     465,200        8,778  

Piedmont Office Realty Trust, Cl A‡

     376,265        2,592  

Service Properties Trust‡

     262,429        1,609  

Simon Property Group‡

     21,300        2,993  
     

 

 

 
        19,648  
     

 

 

 

 

Utilities (2.2%)

     

NRG Energy

     94,500        6,867  

UGI

     193,000        4,933  
 

 

The accompanying notes are an integral part of the financial statements

4


Schedule of Investments

  
April 30, 2024    (Unaudited)

 

LSV Value Equity Fund

 

 

     Shares      Value (000)  

Utilities (continued)

     

Vistra

     224,800      $ 17,049  
     

 

 

 
        28,849  
     

 

 

 

TOTAL COMMON STOCK
(Cost $1,118,775)

         1,327,838  
     

 

 

 
     Face Amount
(000)
        

Repurchase Agreement (3.1%)

     

South Street Securities 5.000%, dated 04/30/2024, to be repurchased on 05/01/2024, repurchase price $42,084 (collateralized by various U.S. Treasury obligations, ranging in par value $0 - $13,764, 0.625% - 4.625%, 03/15/2025 – 02/15/2033; total market value $42,919)

   $ 42,078        42,078  
     

 

 

 

TOTAL REPURCHASE AGREEMENT
(Cost $42,078)

 

     42,078  
     

 

 

 

Total Investments – 101.3%
(Cost $1,160,853)

      $ 1,369,916  
     

 

 

 

Percentages are based on Net Assets of $1,351,638(000).

‡   Real Estate Investment Trust.

*   Non-income producing security.

Cl — Class

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

   $ 1,327,838      $      $   —      $ 1,327,838  

Repurchase Agreement

          42,078             42,078  

 

 

Total Investments in Securities

   $  1,327,838      $  42,078      $      $  1,369,916  

 

 

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 Value Equity 
Fund 
 

 

 

Assets:

  

Investments, at Value (Cost $1,160,853)

   $  1,369,916   

Receivable for Capital Shares Sold

     8,705   

Dividends and Interest Receivable

     1,591   

Prepaid Expenses

     38   

 

 

Total Assets

     1,380,250   

 

 

Liabilities:

  

Payable for Investment Securities Purchased

     27,442   

Payable due to Investment Adviser

     609   

Payable for Fund Shares Redeemed

     198   

Payable due to Administrator

     66   

Payable due to Distributor

     53   

Payable due to Trustees

     33   

Payable due to Chief Compliance Officer

     9   

Other Accrued Expenses

     202   

 

 

Total Liabilities

     28,612   

 

 

Net Assets

   $ 1,351,638   

 

 

Net Assets Consist of:

  

Paid-in Capital

   $ 1,108,279   

Total Distributable Earnings

     243,359   

 

 

Net Assets

   $ 1,351,638   

 

 

Net Asset Value, Offering and Redemption Price Per Share —
Institutional Class Shares ($1,059,529 ÷ 40,294,913 shares)(1)

   $ 26.29   

 

 

Net Asset Value, Offering and Redemption Price Per Share —
Investor Class Shares ($292,109 ÷ 11,169,743 shares)(1)

   $ 26.15   

 

 

 

(1)

Shares have not been rounded.

 

 

The accompanying notes are an integral part of the financial statements

6


Statement of Operations (000)

  
April 30, 2024    (Unaudited)

 

 

    

LSV Value Equity 

Fund 

 

 

 

Investment Income:

  

Dividend Income

    $ 18,050   

Interest Income

     224   

Foreign Taxes Withheld

     (6)   

 

 

Total Investment Income

     18,268   

 

 

Expenses:

  

Investment Advisory Fees

     3,600   

Administration Fees

     393   

Distribution Fees - Investor Class

     279   

Trustees’ Fees

     61   

Chief Compliance Officer Fees

     9   

Professional Fees

     115   

Transfer Agent Fees

     80   

Printing Fees

     50   

Custodian Fees

     35   

Registration and Filing Fees

     30   

Insurance and Other Fees

     47   

 

 

Total Expenses

     4,699   

Less: Fees Paid Indirectly — (see Note 4)

     (19)   

 

 

Net Expenses

     4,680   

 

 

Net Investment Income

     13,588   

 

 

Net Realized Gain on Investments

     27,686   

Net Change in Unrealized Appreciation on Investments

     198,179   

 

 

Net Realized and Unrealized Gain on Investments

     225,865   

 

 

Net Increase in Net Assets Resulting from Operations

    $   239,453   

 

 

 

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

Operations:

    

Net Investment Income

     $       13,588       $       32,128  

Net Realized Gain

     27,686       66,519  

Net Change in Unrealized Appreciation (Depreciation)

     198,179       (90,204

Net Increase in Net Assets Resulting from Operations

     239,453       8,443  

Distributions

    

Institutional Class Shares

     (81,000     (159,277

Investor Class Shares

     (15,327     (47,150

Total Distributions

     (96,327     (206,427

Capital Share Transactions:

    

Institutional Class Shares:

    

Issued

     60,321       119,376  

Reinvestment of Dividends and Distributions

     79,941       157,376  

Redeemed

     (214,376     (350,837

Net Decrease from Institutional Class Shares Transactions

     (74,114     (74,085

Investor Class Shares:

    

Issued

     110,431       124,194  

Reinvestment of Dividends and Distributions

     15,291       47,079  

Redeemed

     (91,511     (306,555

Net Increase (Decrease) from Investor Class Shares Transactions

     34,211       (135,282

Net Decrease in Net Assets Derived from Capital Share Transactions

     (39,903     (209,367

Total Increase (Decrease) in Net Assets

     103,223       (407,351

Net Assets:

    

Beginning of Period

     1,248,415       1,655,766  

End of Year/Period

     $  1,351,638       $  1,248,415  
                  

Shares Transactions:

    

Institutional Class:

    

Issued

     2,332          4,849     

Reinvestment of Dividends and Distributions

     3,151          6,498     

Redeemed

     (8,387)         (14,154)    

Total Institutional Class Share Transactions

     (2,904)         (2,807)    

Investor Class:

    

Issued

     4,188          5,121     

Reinvestment of Dividends and Distributions

     606          1,957     

Redeemed

     (3,678)         (12,429)    

Total Investor Class Share Transactions

     1,116          (5,351)    

Net Decrease in Shares Outstanding

     (1,788)         (8,158)    
                  

 

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 for the years ended October 31.

 

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

LSV Value Equity Fund

 

                 

Institutional Class Shares

 

                 

2024*

  $ 23.47     $ 0.27     $ 4.43     $ 4.70     $ (0.59   $ (1.29   $ (1.88   $  26.29       20.46   $ 1,059,529       0.67     0.68     2.13     8

2023

    27.01       0.57       (0.65     (0.08     (0.60     (2.86     (3.46     23.47       (0.43     1,013,997       0.68       0.68       2.28       10  

2022

    31.86       0.56       (1.63     (1.07     (0.59     (3.19     (3.78     27.01       (4.00     1,242,510       0.66       0.66       2.00       28  

2021

    22.35       0.54       10.39       10.93       (0.62     (0.80     (1.42     31.86       50.55       1,354,981       0.66       0.66       1.83       9  

2020

    27.03       0.55       (3.87     (3.32     (0.59     (0.77     (1.36     22.35       (13.22     1,090,639       0.65       0.65       2.29       24  

2019

    27.04       0.59       1.08       1.67       (0.50     (1.18     (1.68     27.03       7.35       2,783,225       0.65       0.65       2.28       18  

Investor Class Shares

 

                 

2024*

  $ 23.32     $ 0.23     $ 4.41     $ 4.64     $ (0.52   $ (1.29   $ (1.81   $ 26.15       20.29     $292,109       0.92     0.93     1.85     8

2023

    26.83       0.52       (0.65     (0.13     (0.52     (2.86     (3.38     23.32       (0.66     234,418       0.93       0.93       2.09       10  

2022

    31.66       0.50       (1.65     (1.15     (0.49     (3.19     (3.68     26.83       (4.26     413,256       0.91       0.91       1.79       28  

2021

    22.24       0.46       10.34       10.80       (0.58     (0.80     (1.38     31.66       50.16       671,772       0.91       0.91       1.59       9  

2020

    26.91       0.42       (3.79     (3.37     (0.53     (0.77     (1.30     22.24       (13.43     725,566       0.91       0.91       1.82       24  

2019

    26.87       0.53       1.08       1.61       (0.39     (1.18     (1.57     26.91       7.11       293,465       0.90       0.90       2.05       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.

 

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 Value Equity Fund, a diversified Fund (the “Fund”). The Fund seeks long-term growth of capital by investing in undervalued stocks 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, referenced indices, quoted prices in inactive markets, adjusted

 

 

10


Notes to Financial Statements

  
April 30, 2024    (Unaudited)

 

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 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 in satisfaction of the obligation. In the event of

 

 

11


Notes to Financial Statements

  
April 30, 2024    (Unaudited)

 

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 agreements by counterparty which are subject to a MRA on a net payment basis are as follows (000):

 

           

Fair

Value of

               
            Non-Cash      Cash         
     Repurchase      Collateral      Collateral         
Counterparty     Agreement       Received(1)       Received(1)      Net Amount(2)  

South Street Securities

   $ 42,078       $ 42,078       $ —       $ —   

(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, Transfer Agency 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 $393,116 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 $279,211 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 $19,108 in cash management credits which were used to offset transfer agent expenses. This amount is labeled as “Fees Paid Indirectly” on the Statement of Operations.

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 0.55% of the Fund’s average daily net assets.

 

 

12


Notes to Financial Statements

  
April 30, 2024    (Unaudited)

 

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    $ 99,141  
  Sales    $  246,628  

 

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, reclass of Distributions and investments in publicly traded partnerships. 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 year ended October 31, 2023 and 2022 was as follows (000):

 

     Ordinary
Income
     Long-Term
Capital Gain
             Total    

2023

    $     41,356      $ 165,071      $         206,427  

2022

     64,838        166,432          231,270  

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

 

Undistributed Ordinary Income

    $ 24,602   

Undistributed Long-Term Capital Gain

     65,727   

 

Other Temporary Differences

     (5)   

Unrealized Appreciation

     9,909   
  

 

 

 

Total Distributable Earnings

    $  100,233   
  

 

 

 

The fund has no capital loss carryforwards at October, 31, 2023.

During the year ended October 31, 2023, no 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
 
$ 1,160,853    $ 323,307       $  (114,244)       $ 209,063   

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

 

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.

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.

 

 

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.

Because the Fund may, from time to time, be more heavily invested in particular sectors, the value of its shares may be especially sensitive to factors and economic risks that specifically affect those sectors. As a result, the Fund’s share price may fluctuate more widely

 

9.

Concentration of Shareholders:

At April 30, 2024, 32% of total shares outstanding for the Institutional Class Shares were held by one record shareholder owning 10% or greater of the aggregate total shares outstanding. At April 30, 2024, 97% 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 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      Ending            Expenses  
     Account      Account      Annualized     Paid  
     Value      Value      Expense     During  
       11/01/23       04/30/24      Ratios      Period*  

LSV Value Equity Fund

                                  

Actual Fund Return

          

Institutional Class Shares

     $1,000.00        $1,204.60        0.67%       $3.67  

Investor Class Shares

      1,000.00         1,202.90        0.92          5.04  

 

Hypothetical 5% Return

          

Institutional Class Shares

     $1,000.00        $1,021.53        0.67%       $3.37  

Investor Class Shares

      1,000.00         1,020.29        0.92          4.62  

 

*

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 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 Value Equity 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-003-2600

 


(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)), 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