UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

________

 

FORM N-CSR

________

 

CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT

INVESTMENT COMPANIES

 

Investment Company Act File Number 811-06400

 

The Advisors’ Inner Circle Fund

(Exact name of registrant as specified in charter)

________

 

SEI Investments

One Freedom Valley Drive

Oaks, PA 19456

(Address of principal executive offices) (Zip code)

 

SEI Investments

One Freedom Valley Drive

Oaks, PA 19456

(Name and address of agent for service)

 

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

 

Date of fiscal year end: October 31, 2024

 

Date of reporting period: October 31, 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.

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The Advisors' Inner Circle Fund

Image

LSV Emerging Markets Equity Fund 

Institutional Class Shares - LSVZX

Annual Shareholder Report: October 31, 2024

This annual shareholder report contains important information about Institutional Class Shares of the LSV Emerging Markets Equity Fund (the "Fund") for the period from November 1, 2023 to October 31, 2024. You can find additional information about the Fund at https://www.lsvasset.com/emerging-markets-equity-fund/. You can also request this information by contacting us at 888-386-3578 

What were the Fund costs for the last year?

(based on a hypothetical $10,000 investment) 

Fund Name
Costs of a $10,000 investment
Costs paid as a percentage of a $10,000 investment
LSV Emerging Markets Equity Fund, Institutional Class Shares
$107
0.95%

How did the Fund perform in the last year?

The global equity market as measured by the MSCI AC World Index was up 32.79% for the twelve months ended October 31, 2024. The U.S. stock market continued to lead global equities, with the S&P 500 up 38.02% over the past year. The U.S. market's dominance in global indices increased further, with its weight in the MSCI AC World Index rising to 64% as of October 31, 2024. Enthusiasm for fast-growing businesses, particularly in the technology sector, remained strong. While the market rewarded the mega-cap growth stocks in the period, value-oriented stocks, and emerging market stocks lagged behind. The MSCI Emerging Markets Index (Net) (USD) was up 25.32%. From a style perspective, emerging markets value stocks (as measured by the MSCI Indices) underperformed growth over the period—the MSCI Emerging Markets Value Index (Net) (USD) was up 22.58% while the MSCI Emerging Markets Growth Index (USD) was up 27.86%. From a sector perspective, Information Technology, Utilities, and Financials stocks outperformed while the Consumer Staples, Materials, and Health Care sectors lagged.

The LSV Emerging Markets Equity Fund Institutional Class Shares was up 25.46% for the period. The portfolio’s deep value bias had a muted impact on relative returns for the period while the portfolio’s smaller capitalization bias relative to the benchmark detracted as large cap stocks across Emerging markets outperformed during the trailing one year. Performance attribution further indicates that stock selection contributed positively to portfolio relative returns for the period while sector selection modestly detracted. Stock selection relative gains were primarily the result of the outperformance of deep value names within the Energy, Industrials, and Materials. Within Energy, holdings in Oil & Gas Exploration & Production, and Integrated Oil & Gas added to returns. Within Industrials, avoiding expensive stocks in Electrical Components & Equipment and holdings in Data Processing & Outsourced Services added to returns. Within Materials, avoiding expensive stocks in Commodity Chemicals, and holdings in Aluminum added to returns. From a sector perspective, relative losses were primarily the result of our underweight positions in the Information Technology sector coupled with an overweight position in the Energy and Materials sector. Top contributors for the year included our overweight positions in Oil India, Power Finance Corporation, REC Limited, Amara Raja Energy & Mobility, Gail, Oracle Financial Services Software, National Aluminum Company, Tencent Music Entertainment, Canara Bank, and Firstsource Solutions. Not owning Wuxi Biologics, NetEase, Samsung Electronics, Saudi Arabian Oil, LG Chem, Posco Holdings, Yum China Holdings, Wal Mart De Mexico, Samsung SDI, and Li Auto also added value. The main individual detractors included our overweight positions in Abu Qir Fertilizers & Chemical Industries, Chennai Petroleum Corporation, Zhongsheng Group, Origin Property, Kimberly-Clark De Mexico, Eastern Company, CSPC Pharmaceutical Group, China Medical System Holdings, China Resources Medical Holdings. Not owning Meituan, Xiaomi, SK Hynix, Bharti Airtel, Trip.Com, China Construction Bank, Mahindra & Mahindra, Trent Limited, ICICI Bank, and Zomato also contributed to losses. Additionally, underweights in Taiwan Semiconductor, Tencent, Hyundai Motor, KB Financial, Indian Oil, Fubon Financial, International Container Terminal Services, Gold Fields, China Railway and Tenaga Nasional Berhad contributed to losses.

The Fund continues to trade at a significant discount to the overall market as well as to the value benchmark. The Fund is trading at 8.5x forward earnings compared to 13.6x for the MSCI Emerging Markets Index (Net) (USD), 1.1x book value compared to 1.8x for the MSCI Emerging Markets Index (Net) (USD) and 6.2x cash flow compared to 11.0x for the MSCI Emerging Markets Index (Net) (USD). 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 Energy, Financials, and Industrials while underweight Information Technology, Consumer Discretionary, and Health Care.

How did the Fund perform since inception?

Total Return Based on $100,000 Investment

Growth Chart
LSV Emerging Markets Equity Fund, Institutional Class Shares - $152146
MSCI Emerging Markets Index (Net) (USD) - $128044
Jan/19
$100000
$100000
Oct/19
$102800
$105599
Oct/20
$93889
$114313
Oct/21
$128042
$133701
Oct/22
$99906
$92218
Oct/23
$121273
$102177
Oct/24
$152146
$128044

Since its inception on January 17, 2019. The line graph represents historical performance of a hypothetical investment of $100,000 in the Fund since inception. Returns shown are total returns, which assume the reinvestment of dividends and capital gains. The table and graph presented above do not reflect the deduction of taxes a shareholder would pay on Fund distributions or the redemption of Fund shares. Past performance is not indicative of future performance.Call 888-386-3578 or visit https://www.lsvasset.com/emerging-markets-equity-fund/ for current month-end performance.

 

 

Average Annual Total Returns as of October 31, 2024

Fund/Index Name
1 Year
5 Years
Annualized Since Inception
LSV Emerging Markets Equity Fund, Institutional Class Shares
25.46%
8.16%
7.51%
MSCI Emerging Markets Index (Net) (USD)
25.32%
3.93%
4.36%

Key Fund Statistics as of October 31, 2024

Total Net Assets (000's)
Number of Holdings
Total Advisory Fees Paid (000's)
Portfolio Turnover Rate
$82,685
260
$71
13%

What did the Fund invest in?

Country WeightingsFootnote Reference*

Holdings Chart
Value
Value
Other Countries
6.9%
Repurchase Agreement
0.6%
Indonesia
1.7%
Poland
1.7%
United Arab Emirates
1.9%
Thailand
2.3%
South Africa
2.5%
Mexico
2.6%
Saudi Arabia
2.8%
Brazil
4.9%
South Korea
11.3%
India
16.0%
Taiwan
17.4%
China
27.1%
FootnoteDescription
Footnote*
Percentages are calculated based on total net assets.

Top Ten Holdings

Holding Name
Percentage of Total Net Assets
Alibaba Group Holding
3.1%
Taiwan Semiconductor Manufacturing
3.0%
JD.com, Cl A
1.8%
Tencent Holdings
1.6%
Samsung Electronics
1.5%
MediaTek
1.5%
Hon Hai Precision Industry
1.3%
CTBC Financial Holding
1.2%
Oil & Natural Gas
1.1%
Kia
0.9%

Material Fund Changes

There were no material changes during the reporting period. 

Changes in and Disagreements with Accountants 

There were no changes in or disagreements with accountants during the reporting period.

Additional Information

For additional information about the Fund, including its prospectus, financial information, holdings, and proxy voting information, call or visit:

  • 888-386-3578 

  • https://www.lsvasset.com/emerging-markets-equity-fund/ 

An image of a QR code that, when scanned, navigates the user to the following URL: https://confluence.com

Householding

Rule 30e-1 of the Investment Company Act of 1940 permits funds to transmit only one copy of a proxy statement, annual report or semi-annual report to shareholders (who need not be related) with the same residential, commercial or electronic address, provided that the shareholders have consented in writing and the reports are addressed either to each shareholder individually or to the shareholders as a group. This process is known as “householding” and is designed to reduce the duplicate copies of materials that shareholders receive and to lower printing and mailing costs for funds. Once implemented, if you would like to discontinue householding for your accounts, please call toll-free at 888-386-3578 to request individual copies of these documents. Once the Fund receives notice to stop householding, we will begin sending individual copies 30 days after receiving your request.

The Advisors' Inner Circle Fund

LSV Emerging Markets Equity Fund / Institutional Class SharesLSVZX

Annual Shareholder Report: October 31, 2024

LSV-AR-TSR-2024-3

Image

The Advisors' Inner Circle Fund

Image

LSV Emerging Markets Equity Fund 

Investor Class Shares - LVAZX

Annual Shareholder Report: October 31, 2024

This annual shareholder report contains important information about Investor Class Shares of the LSV Emerging Markets Equity Fund (the "Fund") for the period from November 1, 2023 to October 31, 2024. You can find additional information about the Fund at https://www.lsvasset.com/emerging-markets-equity-fund/. You can also request this information by contacting us at 888-386-3578 

What were the Fund costs for the last year?

(based on a hypothetical $10,000 investment) 

Fund Name
Costs of a $10,000 investment
Costs paid as a percentage of a $10,000 investment
LSV Emerging Markets Equity Fund, Investor Class Shares
$135
1.20%

How did the Fund perform in the last year?

The global equity market as measured by the MSCI AC World Index was up 32.79% for the twelve months ended October 31, 2024. The U.S. stock market continued to lead global equities, with the S&P 500 Index up 38.02% over the past year. The U.S. market's dominance in global indices increased further, with its weight in the MSCI AC World Index rising to 64% as of October 31, 2024. Enthusiasm for fast-growing businesses, particularly in the technology sector, remained strong. While the market rewarded the mega-cap growth stocks in the period, value-oriented stocks, and emerging market stocks lagged behind. The MSCI Emerging Markets Index (Net) (USD) was up 25.32%. From a style perspective, emerging markets value stocks (as measured by the MSCI Indices) underperformed growth over the period—the MSCI Emerging Markets Value Index (USD) was up 22.58% while the MSCI Emerging Markets Growth Index (USD) was up 27.86%. From a sector perspective, Information Technology, Utilities, and Financials stocks outperformed while the Consumer Staples, Materials, and Health Care sectors lagged.

The LSV Emerging Markets Equity Fund Investor Class Shares was up 25.30% for the period. The portfolio’s deep value bias had a muted impact on relative returns for the period while the portfolio’s smaller capitalization bias relative to the benchmark detracted as large cap stocks across Emerging markets outperformed during the trailing one year. Performance attribution further indicates that stock selection contributed positively to portfolio relative returns for the period while sector selection modestly detracted. Stock selection relative gains were primarily the result of the outperformance of deep value names within the Energy, Industrials, and Materials. Within Energy, holdings in Oil & Gas Exploration & Production, and Integrated Oil & Gas added to returns. Within Industrials, avoiding expensive stocks in Electrical Components & Equipment and holdings in Data Processing & Outsourced Services added to returns. Within Materials, avoiding expensive stocks in Commodity Chemicals, and holdings in Aluminum added to returns. From a sector perspective, relative losses were primarily the result of our underweight positions in the Information Technology sector coupled with an overweight position in the Energy and Materials sector. Top contributors for the year included our overweight positions in Oil India, Power Finance Corporation, REC Limited, Amara Raja Energy & Mobility, Gail, Oracle Financial Services Software, National Aluminum Company, Tencent Music Entertainment, Canara Bank, and Firstsource Solutions. Not owning Wuxi Biologics, NetEase, Samsung Electronics, Saudi Arabian Oil, LG Chem, Posco Holdings, Yum China Holdings, Wal Mart De Mexico, Samsung SDI, and Li Auto also added value. The main individual detractors included our overweight positions in Abu Qir Fertilizers & Chemical Industries, Chennai Petroleum Corporation, Zhongsheng Group, Origin Property, Kimberly-Clark De Mexico, Eastern Company, CSPC Pharmaceutical Group, China Medical System Holdings, China Resources Medical Holdings. Not owning Meituan, Xiaomi, SK Hynix, Bharti Airtel, Trip.Com, China Construction Bank, Mahindra & Mahindra, Trent Limited, ICICI Bank, and Zomato also contributed to losses. Additionally, underweights in Taiwan Semiconductor, Tencent, Hyundai Motor, KB Financial, Indian Oil, Fubon Financial, International Container Terminal Services, Gold Fields, China Railway and Tenaga Nasional Berhad contributed to losses.

The Fund continues to trade at a significant discount to the overall market as well as to the value benchmark. The Fund is trading at 8.5x forward earnings compared to 13.6x for the MSCI Emerging Markets Index (Net) (USD), 1.1x book value compared to 1.8x for the MSCI Emerging Markets Index(Net) (USD) and 6.2x cash flow compared to 11.0x for the MSCI Emerging Markets Index (Net) (USD). 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 Energy, Financials, and Industrials while underweight Information Technology, Consumer Discretionary, and Health Care.

 

How did the Fund perform since inception?

Total Return Based on $10,000 Investment

Growth Chart
LSV Emerging Markets Equity Fund, Investor Class Shares - $15048
MSCI Emerging Markets Index (Net) (USD) - $12804
Jan/19
$10000
$10000
Oct/19
$10290
$10560
Oct/20
$9372
$11431
Oct/21
$12751
$13370
Oct/22
$9923
$9222
Oct/23
$12009
$10218
Oct/24
$15048
$12804

Since its inception on January 17, 2019. The line graph represents historical performance of a hypothetical investment of $10,000 in the Fund since inception. Returns shown are total returns, which assume the reinvestment of dividends and capital gains. The table and graph presented above do not reflect the deduction of taxes a shareholder would pay on Fund distributions or the redemption of Fund shares. Past performance is not indicative of future performance.Call 888-386-3578 or visit https://www.lsvasset.com/emerging-markets-equity-fund/ for current month-end performance.

 

 

Average Annual Total Returns as of October 31, 2024

Fund/Index Name
1 Year
5 Years
Annualized Since Inception
LSV Emerging Markets Equity Fund, Investor Class Shares
25.30%
7.90%
7.31%
MSCI Emerging Markets Index (Net) (USD)
25.32%
3.93%
4.36%

Key Fund Statistics as of October 31, 2024

Total Net Assets (000's)
Number of Holdings
Total Advisory Fees Paid (000's)
Portfolio Turnover Rate
$82,685
260
$71
13%

What did the Fund invest in?

Country WeightingsFootnote Reference*

Holdings Chart
Value
Value
Other Countries
6.9%
Repurchase Agreement
0.6%
Indonesia
1.7%
Poland
1.7%
United Arab Emirates
1.9%
Thailand
2.3%
South Africa
2.5%
Mexico
2.6%
Saudi Arabia
2.8%
Brazil
4.9%
South Korea
11.3%
India
16.0%
Taiwan
17.4%
China
27.1%
FootnoteDescription
Footnote*
Percentages are calculated based on total net assets.

Top Ten Holdings

Holding Name
Percentage of Total Net Assets
Alibaba Group Holding
3.1%
Taiwan Semiconductor Manufacturing
3.0%
JD.com, Cl A
1.8%
Tencent Holdings
1.6%
Samsung Electronics
1.5%
MediaTek
1.5%
Hon Hai Precision Industry
1.3%
CTBC Financial Holding
1.2%
Oil & Natural Gas
1.1%
Kia
0.9%

Material Fund Changes

There were no material changes during the reporting period. 

Changes in and Disagreements with Accountants 

There were no changes in or disagreements with accountants during the reporting period.

Additional Information

For additional information about the Fund, including its prospectus, financial information, holdings, and proxy voting information, call or visit:

  • 888-386-3578 

  • https://www.lsvasset.com/emerging-markets-equity-fund/ 

An image of a QR code that, when scanned, navigates the user to the following URL: https://confluence.com

Householding

Rule 30e-1 of the Investment Company Act of 1940 permits funds to transmit only one copy of a proxy statement, annual report or semi-annual report to shareholders (who need not be related) with the same residential, commercial or electronic address, provided that the shareholders have consented in writing and the reports are addressed either to each shareholder individually or to the shareholders as a group. This process is known as “householding” and is designed to reduce the duplicate copies of materials that shareholders receive and to lower printing and mailing costs for funds. Once implemented, if you would like to discontinue householding for your accounts, please call toll-free at 888-386-3578 to request individual copies of these documents. Once the Fund receives notice to stop householding, we will begin sending individual copies 30 days after receiving your request.

The Advisors' Inner Circle Fund

LSV Emerging Markets Equity Fund / Investor Class SharesLVAZX

Annual Shareholder Report: October 31, 2024

LSV-AR-TSR-2024-4

Image

 

 

 

 

 

(b) Not applicable.

 

Item 2. Code of Ethics.

 

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

 

Item 3. Audit Committee Financial Expert.

 

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

 

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

 

Item 4. Principal Accountant Fees and Services.

 

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

 

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

 

  FYE October 31, 2024 FYE October 31, 2023
    All fees and services to the Trust that were pre-approved All fees and services to service affiliates that were pre-approved All other fees and services to service affiliates that did not require pre-approval All fees and services to the Trust that were pre-approved All fees and services to service affiliates that were pre-approved All other fees and services to service affiliates that did not require pre-approval
(a)

Audit Fees(1)

$91,274 None None $72,710 None None
(b)

Audit-Related Fees

None None None None None None
(c)

Tax Fees

None None None None None $115,395(2)
(d)

All Other Fees

None None None None None $47,411(3)

 

2 

 

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

 

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

 

  FYE October 31, 2024 FYE October 31, 2023
    All fees and services to the Trust that were pre-approved All fees and services to service affiliates that were pre-approved All other fees and services to service affiliates that did not require pre-approval All fees and services to the Trust that were pre-approved All fees and services to service affiliates that were pre-approved All other fees and services to service affiliates that did not require pre-approval
(a)

Audit Fees(1)

$539,063 None None $550,800 None None
(b)

Audit-Related Fees

None None None None None None
(c)

Tax Fees

None None None None None None
(d)

All Other Fees

None None None None None None

 

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

 

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

 

  FYE October 31, 2024 FYE October 31, 2023
    All fees and services to the Trust that were pre-approved All fees and services to service affiliates that were pre-approved All other fees and services to service affiliates that did not require pre-approval All fees and services to the Trust that were pre-approved All fees and services to service affiliates that were pre-approved All other fees and services to service affiliates that did not require pre-approval
(a)

Audit Fees(1)

$43,700 None None $61,000 None None
(b)

Audit-Related Fees

None None None None None None
(c)

Tax Fees

None None None None None None
(d)

All Other Fees

None None None None None None

 

3 

 

Notes:

 

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

 

(2) Tax compliance services provided to service affiliates of the funds.

 

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

 

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

 

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

 

(1) require specific pre-approval;

 

(2) are included within the list of services that have received the general pre-approval of the Audit Committee pursuant to the Policy; or

 

(3) have been previously pre-approved in connection with the independent auditor’s annual engagement letter for the applicable year or otherwise. In any instance where services require pre-approval, the Audit Committee will consider whether such services are consistent with SEC’s rules and whether the provision of such services would impair the auditor’s independence.

 

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

 

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

 

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

 

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

 

4 

 

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

 

  2024 2023

Audit-Related Fees

None None
Tax Fees None None

All Other Fees

None None

 

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

 

  2024 2023

Audit-Related Fees

None None
Tax Fees None None

All Other Fees

None None

 

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

 

  2024 2023

Audit-Related Fees

None None
Tax Fees None None

All Other Fees

None None

 

(f) Not applicable.

 

(g) The aggregate non-audit fees and services billed by PwC for services rendered to the Registrant, and rendered to the Registrant’s investment adviser (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser), and any entity controlling, controlled by, or under common control with the adviser that provides ongoing services to the Registrant for the last two fiscal-years-ended October 31st were $0 and $162,806 for 2024 and 2023, respectively.

 

(g) The aggregate non-audit fees and services billed by E&Y for services rendered to the Registrant, and rendered to the Registrant’s investment adviser (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser), and any entity controlling, controlled by, or under common control with the adviser that provides ongoing services to the Registrant for the last two fiscal-years-ended October 31st were $0 and $0 for 2024 and 2023, respectively.

 

(g) The aggregate non-audit fees and services billed by Cohen for services rendered to the Registrant, and rendered to the Registrant’s investment adviser (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser), and any entity controlling, controlled by, or under common control with the adviser that provides ongoing services to the Registrant for the last two fiscal-years-ended October 31st were $0 and $0 for 2024 and 2023, respectively.

 

5 

 

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

 

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

 

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

 

Item 5. Audit Committee of Listed Registrants.

 

Not applicable to open-end management investment companies.

 

Item 6. Schedule of Investments.

 

(a) The Schedule of Investments is included as part of the Financial Statements and Other Information filed under Item 7 of this form.

 

(b) Not applicable.

 

Item 7. Financial Statements and Financial Highlights for Open-End Management Investment Companies.

 

Financial statements and financial highlights are filed herein.

 

 

 

 

THE ADVISORS’ INNER CIRCLE FUND

 

 

Emerging Markets Equity Fund

 

ANNUAL FINANCIALS AND OTHER INFORMATION

 

October 31, 2024

 

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

 

 

THE ADVISORS’ INNER CIRCLE FUND LSV
Emerging Markets Equity Fund
October 31, 2024

 

 

 

TABLE OF CONTENTS

 

 

 

Financial Statements (Form N-CSR Item 7)  
Schedule of Investments 1
Statement of Assets and Liabilities 6
Statement of Operations 7
Statements of Changes in Net Assets 8
Financial Highlights 9
Notes to Financial Statements 10
Report of Independent Registered Public Accounting Firm 17
Notice to Shareholders (Unaudited) 18

 

 

Schedule of Investments

 

October 31, 2024

 

LSV Emerging Markets Equity Fund
    Shares     Value (000)  
Foreign Common Stock (96.8%)
Brazil (3.0%)
Ambev     140,200     $ 306  
Banco do Brasil     80,300       365  
Camil Alimentos     44,100       60  
Cia de Saneamento de Minas Gerais Copasa MG     88,900       354  
JBS S     47,500       297  
Telefonica Brasil     42,000       383  
Vale     50,700       543  
Vibra Energia     55,200       213  
              2,521  
                 
Chile (0.2%)
Cencosud     67,000       139  
                 
China (27.1%)
3SBio     457,000       343  
Alibaba Group Holding     210,100       2,569  
AviChina Industry & Technology, Cl H     637,000       342  
BAIC Motor, Cl H     305,500       84  
Baidu, Cl A*     35,100       401  
Bank of China, Cl H     934,000       443  
Bank of Communications, Cl H     385,000       292  
Beijing Enterprises Holdings     22,500       74  
Bosideng International Holdings     496,000       278  
BYD Electronic International     66,000       283  
China CITIC Bank, Cl H     263,000       164  
China Coal Energy, Cl H     289,000       361  
China Everbright Bank, Cl H     817,000       276  
China Feihe     589,000       445  
China Hongqiao Group     291,500       468  
China Medical System Holdings     124,000       124  
China Merchants Port Holdings     96,000       158  
China Minsheng Banking, Cl H     254,000       94  
China Nonferrous Mining     141,000       100  
China Pacific Insurance Group, Cl H     164,200       570  
China Petroleum & Chemical, Cl H     446,000       251  
China Railway Signal & Communication, Cl H     733,000       302  
China Suntien Green Energy, Cl H     463,000       211  
China Tower, Cl H     3,806,000       514  
China XLX Fertiliser     128,000       67  
CSPC Pharmaceutical Group     478,000       354  
LSV Emerging Markets Equity Fund
    Shares     Value (000)  
China (continued)
Far East Horizon     91,000     $ 64  
First Tractor, Cl H     384,000       343  
Great Wall Motor, Cl H     191,000       304  
Guangzhou Baiyunshan Pharmaceutical Holdings, Cl H     22,000       52  
Haier Smart Home, Cl H     124,600       452  
Hello Group ADR     46,900       332  
Hengan International Group     97,000       286  
JD.com, Cl A     72,400       1,468  
Jiangxi Copper, Cl H     208,000       350  
JOYY ADR     9,300       317  
Kunlun Energy     360,000       341  
Lenovo Group     416,000       549  
Lonking Holdings     152,000       29  
New China Life Insurance, Cl H     150,100       507  
Orient Overseas International     19,000       259  
People's Insurance Group of China, Cl H     886,000       447  
PetroChina, Cl H     636,000       478  
PICC Property & Casualty, Cl H     240,000       364  
Ping An Insurance Group of China, Cl H     65,500       406  
Postal Savings Bank of China, Cl H     561,000       322  
Shougang Fushan Resources Group     210,000       76  
Sinopec Engineering Group, Cl H     459,000       319  
Sinopharm Group, Cl H     120,000       299  
Sinotrans, Cl H     476,000       213  
Sinotruk Hong Kong     172,000       464  
SITC International Holdings     111,000       314  
TCL Electronics Holdings     212,000       150  
Tencent Holdings     26,000       1,356  
Vipshop Holdings ADR     15,200       219  
Want Want China Holdings     497,000       309  
Weichai Power, Cl H     175,000       264  
Xtep International Holdings     342,000       254  
Yangzijiang Shipbuilding Holdings     143,600       279  
Zhengzhou Coal Mining Machinery Group, Cl H     157,200       210  
Zhongsheng Group Holdings     43,500       67  
ZTE, Cl H     143,400       357  
            22,388  
                 
Egypt (0.3%)
Abou Kir Fertilizers & Chemical Industries     112,500       131  

 

The accompanying notes are an integral part of the financial statements

1

 

Schedule of Investments

 

October 31, 2024

 

LSV Emerging Markets Equity Fund
    Shares     Value (000)  
Egypt (continued)
Eastern SAE     157,533     $ 88  
              219  
                 
Greece (1.1%)
Hellenic Telecommunications Organization     19,000       314  
Motor Oil Hellas Corinth Refineries     13,100       280  
National Bank of Greece     35,100       275  
              869  
                 
Hong Kong (0.8%)
Dongfang Electric, Cl H     191,800       252  
Grand Pharmaceutical Group     400,000       234  
Kingboard Laminates Holdings     66,000       57  
SSY Group     224,000       109  
              652  
                 
Hungary (0.9%)
Magyar Telekom Telecommunications     87,700       269  
MOL Hungarian Oil & Gas     10,900       76  
OTP Bank Nyrt     7,800       387  
              732  
                 
India (16.0%)
Amara Raja Energy & Mobility     7,900       130  
Aurobindo Pharma     2,998       50  
Bank of Baroda     227,600       677  
Bank of India     226,400       291  
Bharat Petroleum     161,800       597  
Canara Bank     484,000       588  
CESC     101,200       226  
Chambal Fertilisers and Chemicals     77,400       443  
Chennai Petroleum     48,900       370  
Coal India     133,500       717  
EID Parry India     8,600       82  
Firstsource Solutions     21,900       88  
GAIL India     65,800       156  
General Insurance Corp of India     46,700       204  
Great Eastern Shipping     31,000       473  
Gujarat Narmada Valley Fertilizers & Chemicals     11,800       88  
Gujarat State Fertilizers & Chemicals     50,600       125  
HCL Technologies     13,000       272  
Hindalco Industries     57,100       463  
Indian Bank     73,700       519  
Indian Oil     152,700       257  
Jindal Saw     45,400       170  
LSV Emerging Markets Equity Fund
    Shares     Value (000)  
India (continued)
JK Paper     58,700     $ 321  
JK Tyre & Industries     50,400       237  
LIC Housing Finance     55,700       417  
Mahanagar Gas     6,973       119  
Maharashtra Seamless     31,800       236  
Manappuram Finance     130,300       242  
National Aluminium     150,500       404  
NMDC     214,400       563  
NMDC Steel*     44,900       25  
Oil & Natural Gas     277,300       876  
Oil India     56,900       319  
Petronet LNG     130,500       515  
Power Finance     44,400       239  
Power Grid Corp of India     62,000       236  
PTC India     99,100       214  
REC     41,400       256  
Redington     64,800       149  
Sun TV Network     29,100       260  
Union Bank of India     137,800       191  
Vedanta     82,900       456  
            13,261  
                 
Indonesia (1.7%)
Astra International     1,335,000       433  
Bank Negara Indonesia Persero     913,800       305  
Bukit Asam     279,400       53  
Telkom Indonesia Persero     1,803,100       322  
United Tractors     186,100       325  
            1,438  
                 
Kuwait (0.3%)
Mobile Telecommunications KSCP     189,200       281  
                 
Malaysia (1.4%)
AMMB Holdings     338,000       392  
CIMB Group Holdings     222,400       403  
RHB Bank     110,000       161  
Scientex     64,200       65  
Sime Darby     199,000       105  
            1,126  
                 
Mexico (2.6%)
America Movil     453,100       358  
Cemex     208,200       109  
Coca-Cola Femsa     26,300       218  
Fibra Uno Administracion‡     55,800       64  
Genomma Lab Internacional, Cl B     230,400       309  
Grupo Financiero Banorte, Cl O     18,700       131  
Grupo Mexico     75,800       397  
Kimberly-Clark de Mexico, Cl A     196,200       283  

 

The accompanying notes are an integral part of the financial statements

2

 

Schedule of Investments

 

October 31, 2024

 

LSV Emerging Markets Equity Fund
    Shares     Value (000)  
Mexico (continued)
Megacable Holdings     133,800     $ 295  
              2,164  
                 
Philippines (0.7%)
DMCI Holdings     460,100       88  
Metropolitan Bank & Trust     391,300       511  
              599  
                 
Poland (1.7%)
Asseco Poland     12,640       284  
Orange Polska     146,000       284  
ORLEN     10,400       136  
Powszechna Kasa Oszczednosci Bank Polski     36,900       512  
Powszechny Zaklad Ubezpieczen     23,100       229  
              1,445  
                 
Russia (–%)
Gazprom PJSC(A),(B)*     11,300        
GMK Norilskiy Nickel PAO(A),(B)     37,000        
LUKOIL PJSC(A),(B)     2,300        
Magnit PJSC(A),(B)     1,000        
Mobile TeleSystems PJSC(A),(B)     13,800        
               
                 
Saudi Arabia (2.8%)
Al Babtain Power & Telecommunication     25,600       304  
Arab National Bank     103,300       519  
Banque Saudi Fransi     33,300       276  
Etihad Etisalat     33,400       460  
Saudi Awwal Bank     57,300       516  
Saudi Investment Bank     65,600       230  
              2,305  
                 
South Africa (2.5%)
Absa Group     16,500       158  
African Rainbow Minerals     9,700       98  
Astral Foods*     2,135       21  
Exxaro Resources     24,600       232  
Foschini Group     19,200       167  
Gold Fields     19,000       313  
Impala Platinum Holdings*     23,500       155  
MTN Group     19,400       96  
Nedbank Group     19,600       333  
Oceana Group     16,600       64  
Tiger Brands     9,929       134  
Vodacom Group     52,700       330  
              2,101  
                 
South Korea (11.3%)
BGF retail     800       67  
LSV Emerging Markets Equity Fund
    Shares     Value (000)  
South Korea (continued)
DB HiTek     9,800     $ 273  
DB Insurance     4,300       339  
Doosan Bobcat     10,700       288  
Hana Financial Group     8,000       345  
Hankook Tire & Technology     10,500       267  
Hyundai Glovis     4,100       361  
Hyundai Marine & Fire Insurance     11,900       261  
Hyundai Motor     3,500       539  
JB Financial Group     29,100       378  
KB Financial Group     4,900       319  
Kia     11,400       754  
KT     12,600       402  
KT&G     4,800       381  
LG     2,800       153  
LG Innotek     1,700       216  
Lotte Chilsung Beverage     1,000       88  
LX INTERNATIONAL CORP     2,700       59  
LX Semicon     5,100       225  
PSK     13,700       202  
Samsung Electronics     29,500       1,252  
Samsung Fire & Marine Insurance     1,100       267  
Samsung Life Insurance     3,700       271  
Samsung SDS     1,700       175  
Shinhan Financial Group     10,300       384  
Shinsegae     500       56  
SK Square*     9,200       556  
SK Telecom     8,800       361  
SNT Motiv     2,000       66  
            9,305  
                 
Taiwan (17.4%)
ASE Technology Holding     51,000       241  
Asustek Computer     31,000       547  
Cathay Financial Holding     207,000       437  
Chicony Electronics     20,000       101  
Chin-Poon Industrial     193,000       227  
Chipbond Technology     43,000       84  
ChipMOS Technologies     274,000       301  
Compal Electronics     135,000       148  
Compeq Manufacturing     53,000       100  
CTBC Financial Holding     873,000       968  
Eva Airways     418,000       483  
Everlight Electronics     141,000       366  
Getac Holdings     89,000       305  
Global Brands Manufacture     60,000       108  
Global Mixed Mode Technology     8,000       56  
Hon Hai Precision Industry     168,000       1,077  
KGI Financial Holding     585,000       301  
King Yuan Electronics     35,000       132  
King's Town Bank     219,000       336  
MediaTek     32,000       1,246  

 

The accompanying notes are an integral part of the financial statements

3

 

Schedule of Investments

 

October 31, 2024

 

LSV Emerging Markets Equity Fund
    Shares     Value (000)  
Taiwan (continued)
Novatek Microelectronics     10,000     $ 155  
Pegatron     165,000       500  
Pou Chen     304,000       355  
Powertech Technology     60,000       234  
Primax Electronics     36,000       90  
Radiant Opto-Electronics     56,000       365  
Sigurd Microelectronics     41,000       93  
Simplo Technology     27,000       285  
Sino-American Silicon Products     65,000       315  
SinoPac Financial Holdings     47        
Taiwan Semiconductor Manufacturing     80,000       2,508  
Topco Scientific     10,288       99  
Tripod Technology     62,000       366  
Tung Ho Steel Enterprise     127,000       290  
United Integrated Services     14,000       145  
United Microelectronics     488,000       704  
Yuanta Financial Holding     289,680       291  
              14,359  
 
Thailand (2.3%)
Bangkok Bank     74,800       326  
Kasikornbank     120,600       523  
Kiatnakin Phatra Bank     78,100       126  
Krung Thai Bank     851,700       517  
Supalai     176,000       102  
Thai Beverage     849,900       340  
              1,934  
 
Türkiye (0.8%)
BIM Birlesik Magazalar     14,700       201  
Coca-Cola Icecek     152,000       226  
Haci Omer Sabanci Holding     109,100       265  
              692  
 
United Arab Emirates (1.9%)
Air Arabia PJSC     436,900       342  
Emaar Properties PJSC     208,500       493  
Emirates NBD Bank PJSC     137,100       708  
              1,543  
 
TOTAL FOREIGN COMMON STOCK
(Cost $76,379)             80,073  
                 
Foreign Preferred Stock (2.3%)
Brazil** (1.9%)
Banco do Estado do Rio Grande do Sul     36,000       70  
Cia Energetica de Minas Gerais     230,200       452  
Itausa     206,100       378  
LSV Emerging Markets Equity Fund
    Shares     Value (000)  
Brazil** (continued)
Petroleo Brasileiro     110,000     $ 682  
              1,582  
                 
Chile** (0.4%)
Embotelladora Andina     107,400       321  
                 
TOTAL FOREIGN PREFERRED STOCK
(Cost $1,978)             1,903  
Warrants (0.0%)*
Thailand (0.0%)
Kiatnakin Phatra Bank 01/03/2027*     3,642        
                 
TOTAL WARRANTS
(Cost $–)              

 

    Face Amount (000)        
Repurchase Agreement (0.6%)
South Street Securities
4.500%, dated 10/31/2024, to be repurchased on 11/01/2024, repurchase price $470 (collateralized by various U.S. Treasury obligations, ranging in par value $0 - $452, 0.625% - 4.250%, 03/31/2025 - 02/15/2052; total market value $479)   $ 470       470  
                 
TOTAL REPURCHASE AGREEMENT
(Cost $470)             470  
                 
Total Investments – 99.7%
(Cost $78,827)           $ 82,446  

 

Percentages are based on Net Assets of $82,685 (000).

 

Real Estate Investment Trust.

* Non-income producing security.

** No rate available.

(A) Security is Fair Valued.

(B) Level 3 security in accordance with fair value hierarchy.

 

ADR — American Depositary Receipt

Cl — Class

PJSC — Public Joint Stock Company

 

The accompanying notes are an integral part of the financial statements

4

 

Schedule of Investments

 

October 31, 2024

 

The following is a summary of the inputs used as of October 31, 2024, in valuing the Fund’s investments carried at value ($000):

 

Investments in Securities   Level 1     Level 2     Level 3(1)     Total  
Foreign Common Stock
Brazil   $ 2,521     $     $     $ 2,521  
Chile     139                   139  
China     1,241       21,147             22,388  
Egypt     219                   219  
Greece           869             869  
Hong Kong           652             652  
Hungary           732             732  
India           13,261             13,261  
Indonesia           1,438             1,438  
Kuwait           281             281  
Malaysia           1,126             1,126  
Mexico     2,164                   2,164  
Philippines           599             599  
Poland           1,445             1,445  
Russia                 ^     ^
Saudi Arabia           2,305             2,305  
South Africa     167       1,934             2,101  
South Korea           9,305             9,305  
Taiwan           14,359             14,359  
Thailand           1,934             1,934  
Türkiye     226       466             692  
United Arab Emirates           1,543             1,543  
Total Foreign Common Stock     6,677       73,396       ^     80,073  
Foreign Preferred Stock
Brazil     1,582                   1,582  
Chile     321                   321  
Total Foreign Preferred Stock     1,903                   1,903  
Total Warrants                        
Total Repurchase Agreement           470             470  
Total Investments in Securities   $ 8,580     $ 73,866     $ ^   $ 82,446  

 

(1) A reconciliation of Level 3 investments and disclosures of significant un-observable inputs are presented when the Fund has a significant amount of Level 3 investments at the end of the period in relation to Net Assets. Management has concluded that Level 3 investments are not material in relation to Net Assets.

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

 

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

 

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

 

 

The accompanying notes are an integral part of the financial statements

5

 

Statement of Assets and Liabilities (000)

 

October 31, 2024

 

   

LSV Emerging

Markets Equity

Fund

 
Assets:        
Investments, at Value (Cost $78,827)   $ 82,446  
Foreign Currency, at Value (Cost $336)     334  
Dividends and Interest Receivable     178  
Receivable for Capital Shares Sold     56  
Reclaims Receivable     5  
Prepaid Expenses     12  
Total Assets     83,031  
Liabilities:        
Accrued Foreign Capital Gains Tax     262  
Payable for Custody Fees     39  
Payable for Fund Shares Redeemed     16  
Payable due to Administrator     4  
Payable due to Investment Adviser     1  
Payable due to Trustees     1  
Payable due to Distributor     1  
Payable due to Chief Compliance Officer     1  
Other Accrued Expenses     21  
Total Liabilities     346  
Net Assets   $ 82,685  
Net Assets Consist of:        
Paid-in Capital   $ 78,685  
Total Distributable Earnings     4,000  
Net Assets   $ 82,685  
Net Asset Value, Offering and Redemption Price Per Share — Institutional Class Shares ($79,386 ÷ 6,509,833 shares)(1)   $ 12.19 *
Net Asset Value, Offering and Redemption Price Per Share — Investor Class Shares ($3,299 ÷ 271,259 shares)(1)   $ 12.16 *

 

(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 year ended October 31, 2024

 

    LSV Emerging
Markets Equity
Fund
 
Investment Income:        
Dividend Income   $ 1,760  
Interest Income     32  
Foreign Taxes Withheld     (241 )
Total Investment Income     1,551  
Expenses:        
Investment Advisory Fees     388  
Administration Fees     23  
Distribution Fees - Investor Class     6  
Trustees' Fees     3  
Chief Compliance Officer Fees     2  
Custodian Fees     147  
Registration and Filing Fees     39  
Transfer Agent Fees     38  
Professional Fees     10  
Printing Fees     4  
Insurance and Other Fees     34  
Total Expenses     694  
Less: Waiver of Investment Advisory Fees     (317 )
Less: Fees Paid Indirectly — (see Note 4)     (4 )
Net Expenses     373  
Net Investment Income     1,178  
Net Realized Gain on Investments     614  
Net Realized Loss on Foreign Currency Transactions     (154 )
Net Realized Loss on Foreign Capital Gains Tax     (67 )
Net Realized Gain     393  
Net Change in Unrealized Appreciation on Investments     4,430  
Net Change in Unrealized Depreciation on Foreign Capital Gains Tax on Appreciated Securities     (172 )
Net Change in Unrealized Depreciation on Foreign Currency Translation     (4 )
Net Unrealized Gain     4,254  
Net Realized and Unrealized Gain     4,647  
Net Increase in Net Assets Resulting from Operations   $ 5,825  

 

The accompanying notes are an integral part of the financial statements 

7

 

Statements of Changes in Net Assets (000)

 

For the year ended October 31,

 

    LSV Emerging Markets Equity Fund  
    2024     2023  
Operations:                
Net Investment Income   $ 1,178     $ 768  
Net Realized Gain (Loss)     393       (396 )
Net Change in Unrealized Appreciation     4,254       3,162  
Net Increase in Net Assets Resulting from Operations     5,825       3,534  
Distributions                
Institutional Class Shares     (1,027 )     (589 )
Investor Class Shares     (79 )     (31 )
Total Distributions     (1,106 )     (620 )
Capital Share Transactions:                
Institutional Class Shares:                
Issued     58,130       1,782  
Reinvestment of Dividends and Distributions     1,027       588  
Redeemed     (3,054 )     (1,961 )
Net Increase from Institutional Class Shares Transactions     56,103       409  
Investor Class Shares:                
Issued     5,066       756  
Reinvestment of Dividends and Distributions     79       31  
Redeemed     (3,569 )     (415 )
Net Increase from Investor Class Shares Transactions     1,576       372  
Net Increase in Net Assets Derived from Capital Share Transactions     57,679       781  
Total Increase in Net Assets     62,398       3,695  
Net Assets:                
Beginning of Year     20,287       16,592  
End of Year   $ 82,685     $ 20,287  
Shares Transactions:                
Institutional Class:                
Issued     4,813       178  
Reinvestment of Dividends and Distributions     93       62  
Redeemed     (259 )     (197 )
Total Institutional Class Share Transactions     4,647       43  
Investor Class:                
Issued     434       75  
Reinvestment of Dividends and Distributions     7       3  
Redeemed     (301 )     (41 )
Total Investor Class Share Transactions     140       37  
Net Increase in Shares Outstanding     4,787       80  

 

The accompanying notes are an integral part of the financial statements 

8

 

Financial Highlights

 

For a share outstanding throughout each year ended October 31,

 

      Net Asset Value Beginning of Year     Net Investment Income(1)     Realized and Unrealized Gains (Losses)     Total from Operations     Dividends from Net Investment Income     Distributions from Realized Gains     Total Dividends and Distributions     Net Asset Value End of Year     Total Return†     Net Assets End of Year (000)     Ratio of Expenses to Average Net Assets     Ratio of Expenses to Average Net Assets (Excluding Waivers, Reimbursements and Fees Paid Indirectly)     Ratio of Net Investment Income to Average Net Assets     Portfolio Turnover Rate  
                                                                                       
LSV Emerging Markets Equity Fund                                                                          
Institutional Class Shares  
2024     $ 10.18     $ 0.36     $ 2.18     $ 2.54     $ (0.53 )   $     $ (0.53 )   $ 12.19       25.46 %   $ 79,386       0.95 %     1.77 %     3.03 %     13 %
2023       8.67       0.39       1.44       1.83       (0.32 )           (0.32 )     10.18       21.39       18,960       1.19       1.85       3.87       17  
2022       12.09       0.45       (2.88 )     (2.43 )     (0.36 )     (0.63 )     (0.99 )     8.67       (21.97 )     15,780       1.19       2.45       4.33       38  
2021       9.11       0.37       2.91       3.28       (0.21 )     (0.09 )     (0.30 )     12.09       36.38       13,451       1.19       2.68       3.18       19  
2020       10.28       0.26       (1.11 )     (0.85 )     (0.31 )     (0.01 )     (0.32 )     9.11       (8.67 )     6,384       1.19       3.20       2.85       19  
Investor Class Shares
2024     $ 10.15     $ 0.37     $ 2.15     $ 2.52     $ (0.51 )   $     $ (0.51 )   $ 12.16       25.30 %   $ 3,299       1.20 %     2.04 %     3.16 %     13 %
2023       8.65       0.37       1.43       1.80       (0.30 )           (0.30 )     10.15       21.02       1,327       1.45       2.09       3.65       17  
2022       12.07       0.43       (2.89 )     (2.46 )     (0.33 )     (0.63 )     (0.96 )     8.65       (22.18 )     812       1.45       2.63       4.04       38  
2021       9.10       0.37       2.88       3.25       (0.19 )     (0.09 )     (0.28 )     12.07       36.06       1,031       1.45       2.95       3.15       19  
2020       10.28       0.25       (1.12 )     (0.87 )     (0.30 )     (0.01 )     (0.31 )     9.10       (8.83 )     350       1.45       3.50       2.79       19  

 

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

(1) Per share data calculated using average shares method.

 

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

 

October 31, 2024

 

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 Emerging Markets 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 Fund commenced operations on January 17, 2019, offering Institutional Class Shares and Investor Class Shares. The financial statements of the remaining funds of the Trust are not presented herein, but are presented separately. The assets of each fund are segregated, and a shareholder’s interest is limited to the fund in which shares are held.

 

2. Significant Accounting Policies:

 

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

 

Use of Estimates — The preparation of financial statements requires management to make estimates and assumptions that affect the fair value of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of increases and decreases in net assets from operations during the reporting period. Actual results could differ from those estimates and such differences could be material.

 

Security Valuation — Securities listed on a securities exchange, market or automated quotation system for which quotations are readily available (except for securities traded on NASDAQ), including securities traded over the counter, are valued at the last quoted sale price on an exchange or market (foreign or domestic) on which they are traded on the valuation date (or at approximately 4:00 pm ET if a security’s primary exchange is normally open at that time), or, if there is no such reported sale on the valuation date, at

the most recent quoted bid price. For securities traded on NASDAQ, the NASDAQ Official Closing Price will be used. The prices for foreign securities are reported in local currency and converted to U.S. dollars using currency exchange rates.

 

Securities for which market prices are not “readily available” are valued in accordance with fair value procedures (the "Fair Value Procedures") established by the Adviser and approved by the Trust's Board of Trustees (the “Board”). Pursuant to Rule 2a-5 under the 1940 Act, the Board has designated the Adviser as the "valuation designee" to determine the fair value of securities and other instruments for which no readily available market quotations are available. The Fair Value Procedures are implemented through a Fair Value Committee (the “Committee”) of the Adviser.

 

Some of the more common reasons that may necessitate that a security be valued using Fair Value Procedures include: the security’s trading has been halted or suspended; the security has been de-listed from a national exchange; the security’s primary trading market is temporarily closed at a time when under normal conditions it would be open; the security has not been traded for an extended period of time; the security’s primary pricing source is not able or willing to provide a price; or trading of the security is subject to local government-imposed restrictions. When a security is valued in accordance with the Fair Value Procedures, the Committee will determine the value after taking into consideration relevant information reasonably available to the Committee. As of October 31, 2024, the total market value of securities that were fair valued by the Committee were $0 (000) or 0.0% of Net Assets.

 

For securities that principally trade on a foreign market or exchange, a significant gap in time can exist between the time of a particular security’s last trade and the time at which the Fund calculates its net asset value. The closing prices of such securities may no longer reflect their market value at the time the Fund calculates net asset value if an event that could materially affect the value of those securities (a “Significant Event”) has occurred between the time of the security’s last close and the time that the Fund calculates net asset value. A Significant Event may relate to a single issuer or to an entire market sector. If the adviser of the Fund becomes aware of a Significant Event that has occurred with respect to a security or group of securities after the closing of the exchange or market on which the security or securities principally trade, but before the time at which the Fund calculates net asset value, it may request that a Committee meeting be called. In addition, the Fund’s administrator monitors price movements among certain selected indices, securities and/or baskets of securities that may be an indicator that the closing prices received earlier from foreign exchanges or markets may not reflect market value at the time the Fund calculates net asset value. If price movements in a monitored index or security exceed levels established by the administrator, the administrator notifies the adviser that such limits have been exceeded. In such event, the adviser makes the determination whether a Committee meeting should be called based on the information provided. 

10

 

Notes to Financial Statements

 

October 31, 2024

 

The Fund uses Intercontinental Exchange Data Pricing & Reference Data, LLC (“ICE”) as a third party fair valuation vendor when the fair value trigger is met. ICE provides a fair value for foreign securities in the Fund based on certain factors and methodologies (involving, generally, tracking valuation correlations between the U.S. market and each non-U.S. security) applied by ICE in the event that there is a movement in the U.S. market that exceeds a specific threshold established by the Committee. The Committee establishes a “confidence interval” which is used to determine the level of correlation between the value of a foreign security and movements in the U.S. market before a particular security is fair valued when the threshold is exceeded. In the event that the threshold established by the Committee is exceeded on a specific day, the Fund values its non-U.S. securities that exceed the applicable “confidence interval” based upon the fair values provided by ICE. In such event, it is not necessary to hold a Committee meeting. In the event that the Adviser believes that the fair values provided by ICE are not reliable, the Adviser contacts SEI Investments Global Fund Services (the “Administrator”) and may request that a meeting of the Committee be held. As of October 31, 2024, the total market value of securities were valued based on the fair value prices provided by ICE were $73,396 (000) or 89.0% of Net Assets. If a local market in which the Fund owns securities is closed for one or more days, the Fund shall value all securities held in that corresponding currency based on the fair value prices provided by ICE using the predetermined confidence interval discussed above.

 

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

the fair value hierarchy are described below:

 

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

 

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

 

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

 

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

 

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

 

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

 

As of and during the year ended October 31, 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 year ended October 31, 2024, the Fund did not incur any interest or penalties.

11

 

Notes to Financial Statements

 

October 31, 2024

  

Withholding taxes on foreign dividends, if any, 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”), 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 or bankruptcy by the counterparty to the agreement, realization and/or retention of the collateral or proceeds may be subject to legal proceedings.

 

Repurchase agreements are entered into by the Fund under Master Repurchase Agreements (“MRA”) which permit the Fund, under certain circumstances including an event of default (such as bankruptcy or insolvency), to offset payables and/or receivables under the MRA with collateral held and/ or posted to the counterparty and create one single net payment due to or from the Fund.

 

At October 31, 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   $ 470     $ 470     $     $  

(1) The amount of collateral reflected in the table does not include any over-collateralization received by the Fund.
(2) Net amount represents the net amount receivable due from the counterparty in the event of default.

 

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

 

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

12

 

Notes to Financial Statements

 

October 31, 2024

 

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 year October 31, 2024, the Fund incurred $22,637 for these services.

 

The Fund has adopted a distribution plan under the Rule 12b-1 under the 1940 Act for Investor Class Shares that allows the Fund to pay distribution and service fees for the sale and distribution of its shares, and for services provided to shareholders. The maximum annual distribution fee for Investor Class Shares of the Fund is 0.25% annually of the average daily net assets. For the year ended October 31, 2024, the Fund incurred $6,376 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 year ended October 31, 2024, the Fund earned $3,678 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 1.00% 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 0.95% and 1.20% of the Fund’s Institutional Class and Investor Class Shares’ average daily net assets, respectively, through February 28, 2025. Prior to December 1, 2023, the Fund’s maximum annual operating expense limits were 1.20% and 1.45% of the average daily net assets of the Fund’s Institutional Class and Investor Class Shares, respectively. Refer to waiver of investment advisory fees on the Statement of Operations for fees waived for the year ended October 31, 2024.

 

6. Investment Transactions:

 

The cost of security purchases and the proceeds from security sales, other than short-term investments, for the year ended October 31, 2024, were as follows (000):

 

Purchases     $ 62,553  
Sales     $ 4,500  

 

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 foreign currency translations, reclassification of long term capital gain distribution on REITs, investments in passive foreign investment companies(PFICs). and foreign capital gains tax. There are no permanent differences that are credited or charged to Paid-in Capital and Distributable Earnings (Accumulated Losses) as of October 31, 2024. 

13

 

Notes to Financial Statements

 

October 31, 2024

 

The tax character of dividends and distributions paid during the years ended October 31, 2024 and 2023 was as follows (000):

 

      Ordinary Income     Total  
2024     $ 1,106     $ 1,106  
2023       620       620  

 

As of October 31, 2024, the components of distributable earnings (accumulated losses) on a tax basis were as follows (000):

 

Undistributed Ordinary Income   $ 1,404  
Other Temporary Differences     3  
Unrealized Appreciation     2,593  
Total Distributable Earnings   $ 4,000  

 

The Fund has no capital loss carryforwards at October 31, 2024.

 

During the year ended October 31, 2024, the Fund utilized $2 (000) and $386 (000) of short-term and long-term capital loss carryforwards, respectively, to offset capital gains.

 

The total cost of securities for Federal income tax purposes and the aggregate gross unrealized appreciation and depreciation on investments held by the Fund at October 31, 2024, were as follows (000):

 

Federal

Tax Cost

   

Aggregated

Gross

Unrealized

Appreciation

   

Aggregated

Gross

Unrealized

Depreciation

   

Net

Unrealized

Appreciation*

 
$ 79,585     $ 7,928     $ (5,073 )   $ 2,855  

* The difference in unrealized appreciation is attributable to foreign capital gains tax payable.

 

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

 

8. Concentration of Risks:

 

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

and developments. The prices of securities issued by such companies may suffer a decline in response. These factors contribute to price volatility, which is the principal risk of investing in the Fund.

 

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

 

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

14

 

Notes to Financial Statements

 

October 31, 2024

 

Russia's military invasion of Ukraine in February 2022, the resulting responses by the United States and other countries, and the potential for wider conflict have had, and could continue to have, severe adverse effects on regional and global economies and could further increase volatility and uncertainty in the financial markets. The United States and other countries have imposed broad-ranging economic sanctions on Russia and certain Russian individuals, banking entities and corporations as a response to its invasion of Ukraine. The United States and other countries have also imposed economic sanctions on Belarus and may impose sanctions on other countries that provide military or economic support to Russia. These sanctions, as well as any other economic consequences related to the invasion, such as additional sanctions, boycotts or changes in consumer or purchaser preferences or cyberattacks on governments, companies or individuals, may further decrease the value and liquidity of certain Russian securities and securities of issuers in other countries that are subject to economic sanctions related to the invasion. To the extent that a Fund has exposure to Russian investments or investments in countries affected by the invasion, the Fund's ability to price, buy, sell, receive or deliver such investments may be impaired. In addition, any exposure that a Fund may have to counterparties in Russia or in countries affected by the invasion could negatively impact the Fund's investments. The extent and duration of military actions and the repercussions of such actions (including any retaliatory actions or countermeasures that may be taken by those subject to sanctions) are impossible to predict. These events have resulted in, and could continue to result in, significant market disruptions, including in certain industries or sectors such as the oil and natural gas markets, and may further strain global supply chains and negatively affect inflation and global growth. These and any related events could significantly impact a Fund's performance and the value of an investment in a Fund beyond any direct exposure a Fund may have to Russian issuers or issuers in other countries affected by the invasion.

 

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

 

Markets for securities in which the Fund invests may decline significantly in response to adverse issuer, political, regulatory, market, economic or other developments that may cause broad changes in market value, public perceptions concerning these

developments, and adverse investor sentiment or publicity. Similarly, the impact of any epidemic, pandemic or natural disaster, or widespread fear that such events may occur, could negatively affect the global economy, as well as the economies of individual countries, the financial performance of individual companies and sectors, and the markets in general in significant and unforeseen ways. Any such impact could adversely affect the prices and liquidity of the securities and other instruments in which the Fund invests, which in turn could negatively impact the Fund’s performance and cause losses on your investment in the Fund.

 

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

 

Preferred stocks in which the Fund may invest are sensitive to interest rate changes, and are also subject to equity risk, which is the risk that stock prices will fall over short or extended periods of time. The rights of preferred stocks on the distribution of a company’s assets in the event of a liquidation are generally subordinate to the rights associated with a company’s debt securities.

 

9. Concentration of Shareholders:

 

At October 31, 2024, 73% 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 October 31, 2024, 96% 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.

15

 

Notes to Financial Statements

 

October 31, 2024

 

11. New Accounting Pronouncement

 

In November 2023, the Financial Accounting Standards Board issued Accounting Standards Update No. 2023-07 (“ASU 2023-07”), Segment Reporting (“Topic 280”). ASU 2023-07 clarifies the guidance in Topic 280, which requires public entities to provide disclosures of significant segment expenses and other segment items. The guidance requires public entities to provide in interim periods all disclosures about a reportable segment’s profit or loss and assets that are currently required annually and also applies to public entities with a single reportable segment. Entities are permitted to disclose more than one measure of a segment’s profit or loss if such measures are used by the Chief Operating Decision Maker to allocate resources and assess performance, as long as at least one of those measures is determined in a way that is most consistent with the measurement principles used to measure the corresponding amounts in the consolidated financial statements. The amendments in ASU 2023-07 are effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. Management is currently evaluating the implications, if any, of the additional requirements and their impact on a Fund’s financial statements.

 

12. 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.

 

16

 

Report of Independent Registered Public Accounting Firm

 

To the Board of Trustees of The Advisors’ Inner Circle Fund and the Shareholders of LSV Emerging Markets Equity Fund

 

Opinion on the Financial Statements

 

We have audited the accompanying statement of assets and liabilities of LSV Emerging Markets Equity Fund (the “Fund”) (one of the funds constituting The Advisors’ Inner Circle Fund (the “Trust”)), including the schedule of investments, as of October 31, 2024, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, the financial highlights for each of the five years in the period then ended and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Fund (one of the funds constituting The Advisors’ Inner Circle Fund) at October 31, 2024, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and its financial highlights for each of the five years in the period then ended, in conformity with U.S. generally accepted accounting principles.

 

Basis for Opinion

 

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

 

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

 

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of October 31, 2024, by correspondence with the custodian and others. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

 

 

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

 

Philadelphia, Pennsylvania

December 23, 2024

17

 

NOTICE TO SHAREHOLDERS

OF

LSV EMERGING MARKETS EQUITY FUND

(Unaudited)

 

For shareholders that do not have an October 31, 2024 tax year end, this notice is for informational purposes only. For shareholders with an October 31, 2024 tax year end, please consult your tax advisor as to the pertinence of this notice. For the fiscal year ended October 31, 2024, the Fund is designating the following items with regard to distributions paid during the year.

 

Long-Term Capital Gain Distribution Ordinary Income Distributions Total Distributions Qualifying for Corporate Dividends Receivable Deductions (1) Qualifying Dividend Income (2) U.S. Government Interest (3) Interest Related Dividends(4) Short-Term Capital Gain Dividends(5) Qualifying Business Income(6) Foreign Tax Credit(7)
0.00% 100.00% 100.00% 0.00% 53.90% 0.00% 0.00% 0.00% 0.00% 21.74%

 

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

 

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

 

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

 

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

 

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

 

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

 

(7) The Fund intends to pass through a foreign tax credit to shareholders. For the fiscal year ended 2024 the total amount of foreign source income is $1,462,559. The total Amount of Foreign tax paid is $307,352. Your allocable share of the foreign tax credit will be reported on Form 1099 DIV.

 

The information reported herein may differ from the information and distributions taxable to the shareholders for the calendar year ending December 31, 2024. Complete information will be computed and reported in conjunction with your 2024 Form 1099-DIV.

18

 

Notes

 

 

Notes

 

 

 
Trust:
The Advisors’ Inner Circle Fund
 
Fund:
LSV Emerging Markets 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
 
LSV-AR-011-0600
 

 

 

 

 

Item 8. Changes in and Disagreements with Accountants for Open-End Management Investment Companies.

 

There were no changes in or disagreements with accountants on accounting and financial disclosure during the period covered by the report.

 

Item 9. Proxy Disclosures for Open-End Management Investment Companies.

 

There were no matters submitted to a vote of shareholders during the period covered by this report.

 

Item 10. Remuneration Paid to Directors, Officers, and Others of Open-End Management Investment Companies.

 

No remuneration was paid by the company during the period covered by the report to any Officers of the Trust, other than as disclosed as part of the financial statements included above in Item 7.

 

Item 11. Statement Regarding Basis for Approval of Investment Advisory Contract.

 

The disclosure regarding the Approval of Advisory Agreement, if applicable, is included as part of the financial statements included above in Item 7.

 

Item 12. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.

 

Not applicable to open-end management investment companies.

 

6 

 

Item 13. Portfolio Managers of Closed-End Management Investment Companies.

 

Not applicable to open-end management investment companies.

 

Item 14. Purchases of Equity Securities by Closed-End Management Company and Affiliated Purchasers.

 

Not applicable to open-end management investment companies.

 

Item 15. 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 16. 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 17. 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) Code of Ethics attached hereto.

 

(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.

 

(a)(4) Not applicable.

 

(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.

 

7 

 

 

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: January 6, 2025      

 

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: January 6, 2025      
       
By (Signature and Title)   /s/ Andrew Metzger  
    Andrew Metzger  
  Principal Financial Officer  
Date: January 6, 2025      

 

8