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, 2020

Date of reporting period: October 31, 2020

 

 

 


Item 1.

Reports to Stockholders.

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

 


THE ADVISORS’ INNER CIRCLE FUND

 

 

LOGO

Small Cap Value Fund

ANNUAL REPORT TO SHAREHOLDERS

October 31, 2020

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

Beginning on March 1, 2021, as permitted by regulations adopted by the Securities and Exchange Commission, paper copies of the Fund’s shareholder reports will no longer be sent by mail, unless you specifically request paper copies of the reports from the Fund or from your financial intermediary, such as a broker-dealer or bank. Instead, the reports will be made available on a website, and you will be notified by mail each time a report is posted and provided with a website link to access the report.

If you already elected to receive shareholder reports electronically, you will not be affected by this change and you need not take any action. You may elect to receive shareholder reports and other communications from the Fund electronically by contacting your financial intermediary.

You may elect to receive all future reports in paper free of charge. If you invest through a financial intermediary, you can follow the instructions included with this disclosure, if applicable, or you can contact your financial intermediary to inform it that you wish to continue receiving paper copies of your shareholder reports. If you invest directly with the Fund, you can inform the Fund that you wish to continue receiving paper copies of your shareholder reports by calling 1-888-FUND-LSV (1-888-386-3578). Your election to receive reports in paper will apply to all funds held with your financial intermediary if you invest through a financial intermediary or all LSV Funds if you invest directly with the Fund.


LOGO

MANAGER’S DISCUSSION AND ANALYSIS OF FUND PERFORMANCE

(Unaudited)

The total net of fee return of the LSV Small Cap Value Fund, the Russell 2000 Value Index (the benchmark) and Russell 2000 Index for trailing periods ending October 31, 2020, were as follows:

 

                          Since  
         1 Year            3 Years              5 Years              Inception      

LSV Small Cap Value Fund,

           

    Institutional Class Shares*

     -21.19%         -9.06%         -0.29%         4.57%   

Benchmark:

           

Russell 2000 Value Index

     -13.92%         -4.05%         3.71%         5.34%   

Broad Market:

           

Russell 2000 Index

     -0.14%         2.19%         7.27%         8.56%   

*Periods longer than 1-year are annualized; inception date 2/28/13; net of fees.

Institutional Class Shares performance as of 9/30/20: -21.25% (1 year), 0.55% (5 year) and 4.31% (Since Inception). The performance data quoted represents past performance. Past performance does not guarantee future results. The investment return and principal value of an investment will fluctuate so that an investor’s shares when redeemed, may be worth more or less than their original cost and current performance may be lower or higher than the performance quoted. For performance data current to the most recent month end, please call 888-FUND-LSV (888-386-3578).

Coming into 2020, U.S. equities were trading near all-time highs thanks to improved economic data, continued support from global central banks and the ‘phase one’ trade resolution with China. The seemingly calm and optimistic environment for equity markets, however abruptly shifted course as the COVID-19 global pandemic took center stage, wreaking havoc on markets. Despite the short-term economic toll due to COVID-19, investors have proven willing to look past the short-term impact, dismissing much of the bleak data, and the market recorded solid returns for the trailing twelve months on the back of optimistic COVID-19 vaccine news and historic levels monetary and fiscal stimulus. The S&P 500 was up 9.71% (in USD). Large cap stocks significantly outperformed small caps over the period as the Russell 1000 was up 10.87% while the Russell 2000 was down -0.14% (both in USD). From a style perspective, value stocks dramatically underperformed across all market capitalization segments based on the Russell Indices—the Russell 2000 Value Index was down -13.92% while the Russell 2000 Growth Index was up 13.37% (both in USD). The difference in returns between the Russell 2000 Value and Russell 2000 Growth over this period of -27.29% was one of the worst on record for the Russell Indices dating back to 1979. The LSV Small Cap Value Equity Fund Institutional Class Shares was down -21.19%. From a sector perspective, Health Care, Consumer Staples and Consumer Discretionary stocks outperformed in the small cap space while Energy, Real Estate and Communication Services lagged.

The historically difficult environment for value stocks was a significant headwind for the relative performance of the Fund over the trailing twelve month period. Cheaper stocks based on cash flow and earnings measures, which we favor, significantly lagged for the period and the Fund’s emphasis on buying and holding stocks that are attractive on these measures detracted from relative performance results. Attribution analysis further indicates that stock selection detracted from relative returns over the period while sector selection added value. Stock selection losses were concentrated in the Financials, Real Estate and Consumer Discretionary sectors as names within the Regional Banks, Hotel & Resort REITs and Home Furnishing industries lagged. From a sector perspective, relative gains were largely due to our underweight position in the Energy sector as well as our overweight to Consumer Discretionary stocks. Top individual contributors included overweight positions in Atlas Air Worldwide, Dick’s Sporting Goods, BrightSphere Investment Group, Builders FirstSource and Legg Mason. Main individual detractors included overweights to CorEnergy Infrastructure, PBF Energy, Berkshire Hills Bank, Knoll Inc, Navient Corp and AMC Networks as well as not holding Darling Ingredients, Penn National Gaming and Lumentum Holdings.

 

 

1


LOGO

MANAGER’S DISCUSSION AND ANALYSIS OF FUND PERFORMANCE

(Unaudited)

The Fund continues to trade at a significant discount to the overall market as well as to the value benchmark. The Fund is trading at 12.4x forward earnings compared to 23.2x for the Russell 2000 Value Index, 1.0x book compared to 1.2x for the value benchmark and 6.8x cash flow compared to 11.0x for the value benchmark. Sector weightings are a result of our bottom-up stock selection process, subject to constraints at the sector and industry levels. The Fund is currently overweight the Financials and Information Technology sectors while underweight Utilities and Real Estate stocks.

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

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

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

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

The Russell 2000 Value Index is a widely-recognized, capitalization-weighted (companies with larger market capitalizations have more influence than those with smaller market capitalization) index of U.S. companies with lower forecasted growth rates and price-to-book ratios.

The Russell 2000 Growth Index is a widely-recognized, capitalization-weighted (companies with larger market capitalizations have more influence than those with smaller market capitalization) index of U.S. companies with higher forecasted growth rates and price-to-book ratios.

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

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

 

 

2


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

LSV Small Cap Value Fund, Institutional Class Shares, versus the Russell 2000 Value Index (Unaudited)

 

    

Average Annual Total Return

for the period ended October 31, 2020

     One Year    Three Year    Five Year    Annualized
   Return    Return    Return    Inception to Date(1)
       

LSV Small Cap Value Fund, Institutional Class Shares 

   -21.19%    -9.06%    -0.29%    4.57%
       

LSV Small Cap Value Fund, Investor Class Shares(2)  

   -21.40%    -9.29%    -0.55%    4.30%
       

Russell 2000 Value Index 

   -13.92%    -4.05%    3.71%    5.34%

 

LOGO

 

*

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

 

(1)

The LSV Small Cap Value Fund commenced operations on February 28, 2013.

 

(2)

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

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

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

See definition of comparative indices on page 2.

 

3


October 31, 2020

 

Sector Weightings (Unaudited)†:

 

 

LOGO

 

  Percentages are based on total investments.

 

Schedule of Investments LSV Small Cap Value Fund                  
     Shares      Value (000)  
  

 

 

    

 

 

 

Common Stock (97.5%)

 

Aerospace & Defense (1.6%)

 

Curtiss-Wright

     12,100      $ 1,021  

Moog, Cl A

     32,500        2,028  

Vectrus*

     18,000        711  
     

 

 

 
        3,760  
     

 

 

 

Agricultural Products (1.1%)

 

Ingredion

     36,900        2,616  
     

 

 

 

Air Freight & Logistics (1.2%)

 

Atlas Air Worldwide Holdings*

     43,500        2,573  

Park-Ohio Holdings

     16,500        326  
     

 

 

 
                    2,899  
     

 

 

 

Aircraft (1.2%)

 

Hawaiian Holdings

     47,000        651  

JetBlue Airways*

     88,600        1,060  

SkyWest

     38,200        1,109  
     

 

 

 
        2,820  
     

 

 

 

Apparel Retail (1.4%)

 

Foot Locker

     36,700        1,353  

Genesco*

     44,800        794  

Shoe Carnival

     37,700        1,168  
     

 

 

 
        3,315  
     

 

 

 

Apparel, Accessories & Luxury Goods (0.3%)

 

G-III Apparel Group*

     60,400        814  
     

 

 

 

Apparel/Textiles (0.4%)

 

Capri Holdings*

     39,695        842  
     

 

 

 

Application Software (0.3%)

 

Avaya Holdings*

     35,900        618  
     

 

 

 

Asset Management & Custody Banks (3.4%)

 

BlackRock Capital Investment

     190,634        446  

LSV Small Cap Value Fund

                 
     Shares      Value (000)  
  

 

 

    

 

 

 

Asset Management & Custody Banks (continued)

 

Brightsphere Investment Group

     127,800      $ 1,764  

Federated Investors, Cl B

     38,900        930  

FS KKR Capital

     84,300        1,231  

New Mountain Finance

     50,400        457  

Oaktree Specialty Lending

     189,700        865  

PennantPark Investment

     195,900        570  

Prospect Capital

     129,300        640  

Sixth Street Specialty Lending

     64,300        1,058  
     

 

 

 
        7,961  
     

 

 

 

Automotive (1.8%)

 

American Axle & Manufacturing Holdings*

     146,500        984  

Cooper Tire & Rubber

     13,100        450  

Dana

     152,800        2,138  

Modine Manufacturing*

     101,800        652  
     

 

 

 
        4,224  
     

 

 

 

Automotive Retail (1.7%)

 

Group 1 Automotive

     18,300        1,941  

Penske Automotive Group

     18,400        942  

Sonic Automotive, Cl A

     31,700        1,143  
     

 

 

 
                    4,026  
     

 

 

 

Banks (17.0%)

 

Associated Banc-Corp

     172,900        2,367  

Bank of NT Butterfield & Son

     45,500        1,204  

BankUnited

     67,700        1,709  

Berkshire Hills Bancorp

     49,800        649  

Camden National

     33,100        1,058  

Cathay General Bancorp

     44,100        1,038  

Dime Community Bancshares

     23,000        291  

Federal Agricultural Mortgage, Cl C

     18,700        1,208  

Financial Institutions

     43,990        780  

First Busey

     17,700        318  

First Commonwealth Financial

     148,900        1,283  

First Horizon National

     302,600        3,150  

First Midwest Bancorp

     110,700        1,389  

Flagstar Bancorp

     40,000        1,174  

Flushing Financial

     24,600        315  

FNB

     241,500        1,826  

Fulton Financial

     109,800        1,207  

Great Southern Bancorp

     17,983        736  

Great Western Bancorp

     55,500        721  

Hancock Whitney

     65,500        1,498  

Hanmi Financial

     72,400        651  

Hope Bancorp

     169,200        1,365  

Horizon Bancorp

     65,642        814  

International Bancshares

     23,400        648  

Lakeland Bancorp

     104,000        1,157  
 

 

The accompanying notes are an integral part of the financial statements

 

4


Schedule of Investments

October 31, 2020

 

LSV Small Cap Value Fund

                 
     Shares      Value (000)  
  

 

 

    

 

 

 

Banks (continued)

 

OFG Bancorp

     97,200      $ 1,399  

Old National Bancorp

     76,665        1,072  

Peoples Bancorp

     48,605        1,098  

Popular

     28,500        1,203  

Republic Bancorp, Cl A

     5,330        178  

Synovus Financial

     90,100        2,343  

TCF Financial

     33,000        898  

Walker & Dunlop

     35,800        2,251  

Zions Bancorp

     28,000        904  
     

 

 

 
            39,902  
     

 

 

 

Biotechnology (0.9%)

 

United Therapeutics*

     15,300        2,054  
     

 

 

 

Broadcasting, Newspapers & Advertising (0.2%)

 

Entercom Communications, Cl A

     354,200        531  
     

 

 

 

Building & Construction (5.4%)

 

American Woodmark*

     15,920        1,315  

Apogee Enterprises

     35,900        858  

Builders FirstSource*

     61,800        1,872  

KB Home

     48,500        1,564  

MDC Holdings

     34,700        1,510  

Meritage Homes*

     17,200        1,498  

Toll Brothers

     52,500        2,220  

TRI Pointe Group*

     109,900        1,806  
     

 

 

 
        12,643  
     

 

 

 

Cable & Satellite (0.4%)

 

MSG Networks*

     39,600        354  

WideOpenWest*

     108,200        540  
     

 

 

 
        894  
     

 

 

 

Chemicals (1.8%)

 

AdvanSix*

     52,900        805  

Chemours

     75,066        1,512  

Ingevity*

     14,140        776  

Kraton*

     37,500        1,061  
     

 

 

 
        4,154  
     

 

 

 

Coal & Consumable Fuels (0.3%)

 

Arch Resources

     19,300        590  
     

 

 

 

Commercial Printing (0.8%)

 

Deluxe

     31,900        684  

Ennis

     60,900        928  

LSC Communications*

     1,111         

Quad

     72,400        164  
     

 

 

 
        1,776  
     

 

 

 

Commercial Services (1.3%)

 

CSG Systems International

     18,100        685  

LSV Small Cap Value Fund

                 
     Shares      Value (000)  
  

 

 

    

 

 

 

Commercial Services (continued)

 

Sykes Enterprises*

     66,900      $ 2,291  
     

 

 

 
        2,976  
     

 

 

 

Commodity Chemicals (1.8%)

 

Cabot

     51,500        1,958  

Orion Engineered Carbons

     39,900        585  

Tredegar

     49,900        728  

Trinseo

     29,300        932  
     

 

 

 
                    4,203  
     

 

 

 

Computers & Services (0.2%)

 

DHI Group*

     248,300        420  
     

 

 

 

Construction & Engineering (0.7%)

 

  

EMCOR Group

     20,657        1,408  

Primoris Services

     12,600        238  
     

 

 

 
        1,646  
     

 

 

 

Diversified REIT’s (0.8%)

 

American Assets Trust

     42,400        887  

Global Net Lease

     62,600        891  

Lexington Realty Trust, Cl B

     5,449        54  
     

 

 

 
        1,832  
     

 

 

 

Electrical Components & Equipment (1.0%)

 

Atkore International Group*

     62,100        1,285  

Regal Beloit

     11,700        1,154  
     

 

 

 
        2,439  
     

 

 

 

Financial Services (1.6%)

 

Arbor Realty Trust

     116,631        1,379  

Navient

     227,500        1,822  

Regional Management

     32,800        666  
     

 

 

 
        3,867  
     

 

 

 

Food Distributors (0.5%)

 

SpartanNash

     57,800        1,064  
     

 

 

 

Food, Beverage & Tobacco (0.5%)

 

Universal

     29,100        1,160  
     

 

 

 

Gas/Natural Gas (1.3%)

 

National Fuel Gas

     75,800        3,029  
     

 

 

 

General Merchandise Stores (0.6%)

 

Big Lots

     31,900        1,519  
     

 

 

 

Health Care Services (0.3%)

 

MEDNAX*

     62,400        796  
     

 

 

 

Health Care Distributors (0.6%)

 

Patterson

     57,200        1,423  
     

 

 

 
 

 

The accompanying notes are an integral part of the financial statements

 

5


Schedule of Investments

October 31, 2020

 

LSV Small Cap Value Fund

 

                 Shares          Value (000)  

Health Care Facilities (0.9%)

 

Select Medical Holdings*

     101,900      $ 2,138  
     

 

 

 

Health Care REIT’s (1.3%)

 

Industrial Logistics Properties Trust

     85,200        1,634  

Sabra Health Care

     103,200        1,358  
     

 

 

 
                2,992  
     

 

 

 

Health Care Supplies (0.1%)

 

Lantheus Holdings*

     31,000        337  
     

 

 

 

Health Care Technology (0.0%)

 

Computer Programs and Systems

     2,800        78  
     

 

 

 

Homefurnishing Retail (0.9%)

 

Aaron’s Holdings

     22,000        1,150  

Haverty Furniture

     37,700        943  
     

 

 

 
        2,093  
     

 

 

 

Hotel & Resort REIT’s (0.8%)

 

Braemar Hotels & Resorts

     135,072        327  

DiamondRock Hospitality

     122,900        607  

Service Properties Trust

     65,100        469  

Xenia Hotels & Resorts

     64,900        535  
     

 

 

 
        1,938  
     

 

 

 

Hotels & Lodging (0.5%)

 

Wyndham Destinations

     34,100        1,113  
     

 

 

 

Household Products, Furniture & Fixtures (0.5%)

 

Ethan Allen Interiors

     68,900        1,106  
     

 

 

 

Human Resource & Employment Services (0.9%)

 

Kelly Services, Cl A

     64,600        1,123  

Kforce

     29,000        1,006  
     

 

 

 
        2,129  
     

 

 

 

Insurance (5.2%)

 

American Equity Investment Life Holding

     95,800        2,378  

American Financial Group

     19,880        1,490  

Assured Guaranty

     35,600        909  

Axis Capital Holdings

     31,500        1,345  

CNO Financial Group

     162,200        2,879  

Hanover Insurance Group

     11,100        1,062  

Heritage Insurance Holdings

     7,160        67  

MGIC Investment

     141,400        1,422  

Universal Insurance Holdings

     54,674        682  
     

 

 

 
        12,234  
     

 

 

 

Interactive Media & Services (0.3%)

 

Cars.com*

     101,400        749  
     

 

 

 

LSV Small Cap Value Fund

 

                 Shares          Value (000)  

Internet & Direct Marketing Retail (0.3%)

 

Qurate Retail

     113,500      $ 768  
     

 

 

 

Leasing & Renting (1.4%)

 

CAI International

     43,400        1,144  

Triton International

     58,600        2,161  
     

 

 

 
        3,305  
     

 

 

 

Leisure Facilities (0.4%)

 

RCI Hospitality Holdings

     39,159        838  
     

 

 

 

Machinery (3.3%)

 

AGCO

     23,200        1,787  

Hurco

     3,169        95  

Hyster-Yale Materials Handling

     8,296        352  

Meritor*

     74,800        1,821  

Oshkosh

     19,700        1,327  

Timken

     26,000        1,552  

Wabash National

     54,100        771  
     

 

 

 
        7,705  
     

 

 

 

Media & Entertainment (1.0%)

 

AMC Networks, Cl A*

     46,100        980  

TEGNA

     105,700        1,271  
     

 

 

 
        2,251  
     

 

 

 

Metal & Glass Containers (2.6%)

 

Greif, Cl A

     83,000        3,369  

O-I Glass, Cl I

     130,300        1,229  

Silgan Holdings

     40,000        1,378  
     

 

 

 
        5,976  
     

 

 

 

Mortgage REIT’s (1.7%)

 

Apollo Commercial Real Estate Finance

     54,000        470  

MFA Financial

     241,800        682  

New York Mortgage Trust

     260,600        662  

PennyMac Mortgage Investment Trust

     73,600        1,101  

Redwood Trust

     80,700        686  

Western Asset Mortgage Capital

     141,700        275  
     

 

 

 
        3,876  
     

 

 

 

Motorcycle Manufacturers (0.5%)

 

Harley-Davidson

     37,200        1,223  
     

 

 

 

Multi-line Insurance (0.5%)

 

American National Group

     15,500        1,066  
     

 

 

 

Multi-Utilities (1.0%)

 

MDU Resources Group

     100,600        2,390  
     

 

 

 

Office Equipment (1.5%)

 

ACCO Brands

     165,100        870  

Herman Miller

     37,700        1,149  
 

 

The accompanying notes are an integral part of the financial statements

 

6


Schedule of Investments

October 31, 2020

 

LSV Small Cap Value Fund  
                 Shares          Value (000)  

Office Equipment (continued)

 

Knoll

     57,098      $ 654  

Steelcase, Cl A

     77,500        809  
     

 

 

 
        3,482  
     

 

 

 

Office REITs (1.7%)

 

Brandywine Realty Trust

     129,200        1,132  

City Office

     90,600        573  

Franklin Street Properties

     150,600        632  

Kite Realty Group Trust

     129,400        1,340  

Office Properties Income Trust

     21,008        387  
     

 

 

 
        4,064  
     

 

 

 

Personal Products (0.4%)

 

Edgewell Personal Care*

     31,400        823  
     

 

 

 

Petroleum & Fuel Products (1.2%)

 

Delek US Holdings

     35,700        359  

PBF Energy, Cl A

     55,100        257  

Southwestern Energy*

     439,000        1,172  

World Fuel Services

     51,331        1,081  
     

 

 

 
        2,869  
     

 

 

 

Pharmaceuticals (1.5%)

 

Corcept Therapeutics*

     48,200        809  

Innoviva*

     155,800        1,684  

Lannett*

     55,200        355  

Supernus Pharmaceuticals*

     39,400        723  
     

 

 

 
        3,571  
     

 

 

 

Property & Casualty Insurance (0.5%)

 

Mercury General

     27,400        1,116  
     

 

 

 

Regional Banks (0.7%)

 

Simmons First National, Cl A

     96,100        1,633  
     

 

 

 

Residential REIT’s (0.2%)

 

Preferred Apartment

     

Communities, Cl A

     99,700        538  
     

 

 

 

Retail (1.6%)

 

Dick’s Sporting Goods

     27,600        1,563  

Dillard’s, Cl A

     17,462        781  

Ingles Markets, Cl A

     16,700        599  

Sally Beauty Holdings*

     105,800        886  
     

 

 

 
        3,829  
     

 

 

 

Retail REIT’s (0.3%)

 

Retail Value

     273        3  

SITE Centers

     98,050        668  

Washington Prime Group

     225,600        132  
     

 

 

 
        803  
     

 

 

 
LSV Small Cap Value Fund  
                 Shares          Value (000)  

Semi-Conductors/Instruments (4.8%)

 

Amkor Technology

     167,600      $ 1,986  

Benchmark Electronics

     49,600        1,033  

Cirrus Logic*

     8,800        606  

Diodes*

     20,400        1,180  

Jabil

     31,500        1,044  

Methode Electronics

     72,600        2,234  

Sanmina*

     26,900        657  

TTM Technologies*

     64,700        768  

Vishay Intertechnology

     70,500        1,144  

Vishay Precision Group*

     28,800        688  
     

 

 

 
        11,340  
     

 

 

 

Specialized REIT’s (1.1%)

 

Chatham Lodging Trust

     53,000        390  

CoreCivic

     106,600        683  

CorEnergy Infrastructure Trust

     34,900        163  

Hersha Hospitality Trust, Cl A

     75,400        369  

Outfront Media

     37,800        496  

Uniti Group

     43,100        380  
     

 

 

 
        2,481  
     

 

 

 

Specialty Stores (0.5%)

 

Office Depot

     57,130        1,114  
     

 

 

 

Steel & Steel Works (1.3%)

 

Commercial Metals

     49,800        1,029  

Warrior Met Coal

     53,800        807  

Worthington Industries

     26,300        1,294  
     

 

 

 
        3,130  
     

 

 

 

Systems Software (0.2%)

 

Xperi Holding

     32,900        408  
     

 

 

 

Technology Distributors (1.2%)

 

ScanSource*

     48,700        979  

SYNNEX

     14,000        1,843  
     

 

 

 
        2,822  
     

 

 

 

Telephones & Telecommunications (0.5%)

 

Ciena*

     21,800        859  

Comtech Telecommunications

     14,497        209  
     

 

 

 
        1,068  
     

 

 

 

Thrifts & Mortgage Finance (1.0%)

 

Premier Financial

     33,600        604  

Radian Group

     98,200        1,763  
     

 

 

 
        2,367  
     

 

 

 
 

 

The accompanying notes are an integral part of the financial statements

 

7


Schedule of Investments

October 31, 2020

 

LSV Small Cap Value Fund  
             Shares          Value (000)  

Trading Companies & Distributors (0.8%)

 

WESCO International*

     42,900      $ 1,770  
     

 

 

 

TOTAL COMMON STOCK

 

  

(Cost $300,564)

 

     228,346  
     

 

 

 
     Face Amount         
     (000)         

Repurchase Agreement (2.4%)

 

  

South Street Securities 0.030%, dated 10/30/20, to be repurchased on 11/02/20, repurchase price $5,777 (collateralized by various U.S. Treasury obligations, ranging in par value $1 - $5,872, 0.125% - 0.375%, 03/31/22 - 10/15/25; total market value $5,893)

   $ 5,777        5,777  
     

 

 

 

TOTAL REPURCHASE AGREEMENT

 

  

(Cost $5,777)

 

     5,777  
     

 

 

 

Total Investments – 99.9%

 

  

(Cost $306,341)

 

   $  234,123  
     

 

 

 

Percentages are based on Net Assets of $234,246(000).

 

*

Non-income producing security.

Cl — Class

REIT — Real Estate Investment Trust

The following is a list of the inputs used as of October 31, 2020, in valuing the Fund’s investments carried at value ($ Thousands):

 

Investments in

Securities

   Level 1      Level 2      Level 3      Total  

Common Stock

   $     228,346      $        $         —      $ 228,346  

Repurchase Agreement

            5,777               5,777  

 

  

 

 

    

 

 

    

 

 

    

 

 

 

Total Investments in Securities

   $ 228,346      $         5,777        $        —      $     234,123  

 

  

 

 

    

 

 

    

 

 

    

 

 

 

For the year ended October 31, 2020, there were no transfers in or out of Level 3.

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

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

 

 

The accompanying notes are an integral part of the financial statements

 

8


Statement of Assets and Liabilities (000)

October 31, 2020

 

      LSV Small Cap  
Value Fund  
 

Assets:

  

Investments at Value (Cost $306,341)

   $ 234,123    

Receivable for Capital Shares Sold

     625    

Dividends and Interest Receivable

     157    

Receivable for Investment Securities Sold

     37    

Prepaid Expenses

     15    

Total Assets

     234,957    

Liabilities:

  

Payable for Fund Shares Redeemed

     310    

Payable for Investment Securities Purchased

     185    

Payable due to Investment Adviser

     144    

Payable due to Administrator

     12    

Payable due to Distributor

     6    

Payable due to Trustees

     3    

Payable due to Chief Compliance Officer

     1    

Payable to Custodian

     —    

Other Accrued Expenses

     50    

Total Liabilities

     711    

Net Assets

   $ 234,246    
   

Net Assets Consist of:

  

Paid-in Capital

   $ 352,251    

Total distributable loss

     (118,005)    

Net Assets

   $ 234,246    
   

Net Asset Value, Offering and Redemption Price Per Share —
Institutional Class Shares ($202,199 ÷ 19,299,507 shares)(1)

   $ 10.48    
   

Net Asset Value, Offering and Redemption Price Per Share —
Investor Class Shares ($32,047 ÷ 3,072,550 shares)(1)

   $ 10.43    
   

 

(1)

Shares have not been rounded.

Amounts

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

 

The accompanying notes are an integral part of the financial statements

 

9


Statement of Operations (000)

For the year ended October 31, 2020

 

      LSV Small Cap  
Value Fund  
 

Investment Income:

  

Dividend Income

   $ 7,690    

Interest Income

     27    

Foreign Taxes Withheld

     (19)    

Total Investment Income

     7,698    

Expenses:

  

Investment Advisory Fees

     2,105    

Administration Fees

     163    

Distribution Fees - Investor Class

     56    

Trustees’ Fees

     11    

Chief Compliance Officer Fees

     3    

Transfer Agent Fees

     61    

Registration and Filing Fees

     44    

Professional Fees

     30    

Custodian Fees

     29    

Printing Fees

     28    

Insurance and Other Fees

     20    

Total Expenses

     2,550    

Less: Fees Paid Indirectly — (see Note 4)

     —    

Net Expenses

     2,550    

Net Investment Income

     5,148    

Net Realized Loss on Investments

     (48,367)    

Net Change in Unrealized Appreciation (Depreciation) on Investments

     (58,952)    

Net Realized and Unrealized Loss on Investments

     (107,319)    

Net Decrease in Net Assets Resulting from Operations

   $ (102,171)    

 

 

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

 

The accompanying notes are an integral part of the financial statements

 

10


Statements of Changes in Net Assets (000)

For the year ended October 31,

 

             LSV Small Cap Value Fund          
      2020     2019  

Operations:

    

Net Investment Income

   $ 5,148     $ 7,916  

Net Realized Loss on Investments

     (48,367     (1,681

Net Change in Unrealized Appreciation (Depreciation) on Investments

     (58,952     (5,812

Net Increase (Decrease) in Net Assets Resulting from Operations

     (102,171     423  

Distributions

    

Institutional Class Shares

     (8,345     (20,341

Investor Class Shares

     (438     (1,211

Total Distributions

     (8,783     (21,552

Capital Share Transactions:

    

Institutional Class Shares:

    

Issued

     66,732       141,168  

Reinvestment of Dividends and Distributions

     7,978       20,039  

Redeemed

     (158,019     (120,164

Net Increase (Decrease) from Institutional Class Shares Transactions

     (83,309     41,043  

Investor Class Shares:

    

Issued

     52,369       25,157  

Reinvestment of Dividends and Distributions

     438       1,211  

Redeemed

     (35,899     (27,041

Net Increase (Decrease) from Investor Class Shares Transactions

     16,908       (673

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

     (66,401     40,370  

Total Increase (Decrease) in Net Assets

     (177,355     19,241  

Net Assets:

    

Beginning of Year

     411,601       392,360  

End of Year

   $ 234,246     $ 411,601  
   

Shares Transactions:

    

Institutional Class:

    

Issued

     6,331       10,486  

Reinvestment of Dividends and Distributions

     565       1,673  

Redeemed

     (16,150     (9,118

Total Institutional Class Share Transactions

     (9,254     3,041  

Investor Class:

    

Issued

     4,892       1,901  

Reinvestment of Dividends and Distributions

     31       102  

Redeemed

     (3,634     (2,039

Total Investor Class Share Transactions

     1,289       (36

Net Increase (Decrease) in Shares Outstanding

     (7,965     3,005  
   

 

Amounts

designated as “—” are zero or have been rounded to zero.

 

The accompanying notes are an integral part of the financial statements

 

11


Financial Highlights

For a share outstanding throughout the year ended October 31,

 

 

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

 

 

LSV Small Cap Value Fund

 

                                               

Institutional Class Shares

 

                                               

2020

    $         13.57     $         0..20     $ (3.00 )     $         (2.80 )     $         (0.29 )       $ –       $     (0.29 )     $     10.48       (21.19 )%     $ 202,199       0.83 %       0.83 %       1.73 %       23 %

2019

      14.36       0..28       (0.23 )       0.05       (0.16 )       (0.68 )       (0.84 )       13.57       1.20       387,498       0.81       0.81       2.08       31

2018

      15.95       0..22       (1.07 )       (0.85 )       (0.18 )       (0.56 )       (0.74 )       14.36       (5.69 )       366,379       0.81       0.81       1.39       31

2017

      13.30       0.17       2.84       3.01       (0.18 )       (0.18 )       (0.36 )       15.95       22.71       331,510       0.83       0.83       1.09       23

2016

      12.90       0.22       0.62       0.84       (0.21 )       (0.23 )       (0.44 )       13.30       6.81       184,260       0.85       0.88       1.74       23

Investor Class Shares

 

                                               

2020

    $     13.51     $     0.16     $         (2.99 )     $     (2.83 )     $     (0.25 )       $ –       $ (0.25 )     $ 10.43       (21.40 )%     $ 32,047       1.09 %       1.09 %       1.49 %       23 %

2019

      14.28       0.24       (0.22 )       0.02       (0.11 )       (0.68 )       (0.79 )       13.51       0.90       24,103       1.06       1.06       1.80       31

2018

      15.87       0.17       (1.05 )       (0.88 )       (0.15 )       (0.56 )       (0.71 )       14.28       (5.89 )       25,981       1.06       1.06       1.08       31

2017

      13.26       0.12       2.84       2.96       (0.17 )       (0.18 )       (0.35 )       15.87       22.38       18,247       1.08       1.08       0.78       23

2016

      12.87       0.19       0.61       0.80       (0.18 )       (0.23 )       (0.41 )       13.26       6.49       6,207       1.10       1.13       1.48       23

 

Total return is for the period indicated and has not been annualized. Total returns shown do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Capital shares.

(1)

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

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

 

The accompanying notes are an integral part of the financial statements

 

12


Notes to Financial Statements

October 31, 2020

 

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 43 funds. The financial statements herein are those of the LSV Small Cap Value Fund, a diversified Fund (the “Fund”). The Fund seeks long-term growth of capital Under normal circumstances, the Fund invests at least 80% of its net assets, plus any borrowings for investment purposes, in equity securities of small-capitalization companies. The Fund commenced operations on February 28, 2013. The financial statements of the remaining funds of the Trust are not presented herein, but are presented separately. The assets of each fund are segregated, and a shareholder’s interest is limited to the fund in which shares are held.

2. Significant Accounting Policies:

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

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

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

are reported in local currency and converted to U.S. dollars using currency exchange rates.

Securities for which market prices are not “readily available” are valued in accordance with Fair Value Procedures established by the Fund’s Board of Trustees (the “Board”). The Fund’s Fair Value Procedures are implemented through a Fair Value Committee (the “Committee”) designated by the Board. Some of the more common reasons that may necessitate that a security be valued using Fair Value Procedures include: the security’s trading has been halted or suspended; the security has been de-listed from a national exchange; the security’s primary trading market is temporarily closed at a time when under normal conditions it would be open; the security has not been traded for an extended period of time; the security’s primary pricing source is not able or willing to provide a price; or trading of the security is subject to local government-imposed restrictions. When a security is valued in accordance with the Fair Value Procedures, the Committee will determine the value after taking into consideration relevant information reasonably available to the Committee. At October 31, 2020, there were no securities valued in accordance with Fair Value Procedures.

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

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

Level 2 — Other significant observable inputs (includes quoted prices for similar securities, interest rates, prepayment speeds, credit risk, referenced indices, quoted prices in inactive markets, adjusted quoted prices in active markets, 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

 

 

13


Notes to Financial Statements

October 31, 2020

 

fair value measurement considers several inputs may include Level 1 or Level 2 inputs as components of the overall fair value measurement.

For the year ended October 31, 2020, there have been no significant changes to the Fund’s fair valuation methodologies.

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, 2020, 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, 2020, the Fund did not incur any interest or penalties.

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

Investments in Real Estate Investment Trusts (REITs) — With respect to the Fund, dividend income is recorded based on the income included in distributions received from the REIT investments using published REIT reclassifications including

some management estimates when actual amounts are not available. Distributions received in excess of this estimated amount are recorded as a reduction of the cost of investments or reclassified to capital gains. The actual amounts of income, return of capital, and capital gains are only determined by each REIT after its fiscal year-end, and may differ from the estimated amounts.

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

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

At October 31, 2020, the open repurchase agreements by counterparty which is subject to a MRA on a net payment basis is as follows (000):

 

Counterparty    Repurchase
Agreement
     Fair
Value of
Non-Cash
Collateral
Received
     Cash
Collateral
Received(1)
     Net Amount(2)  
South Street Securities    $ 5,777      $ 5,777      $ -        $ -    

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

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

Expenses— Expenses that are directly related to the Fund are charged to the Fund. Other operating

 

 

14


Notes to Financial Statements

October 31, 2020

 

expenses of the Trust are prorated to the Fund based on the number of funds and/or average daily net assets.

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

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

 

3.

Transactions with Affiliates:

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

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

 

4.

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

The Fund, along with other series of the Trust advised by LSV Asset Management (the “Adviser”), and the Administrator are parties to an Administration Agreement, under which the Administrator provides administrative services to the Fund. For these services, the Administrator is paid an asset based fee, subject to certain minimums, which will vary depending on the number of share classes and the average daily net assets of the Fund. For the year ended October 31, 2020, the Fund paid $162,621 for these services.

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

The Fund has adopted a distribution plan under 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, 2020, the Fund incurred $56,273 of distribution fees.

DST Systems, Inc. serves as the transfer agent and dividend disbursing agent for the Fund under a transfer agency agreement with the Trust. During the year ended October 31, 2020 the Fund earned $323 in cash management credits which were used to offset transfer agent expenses. This amount is labeled as “Fees Paid Indirectly” on the Statement of Operations.

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

 

5.

Investment Advisory Agreement:

The Trust and the Adviser are parties to an Investment Advisory Agreement, under which the Adviser receives an annual fee equal to 0.70% 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 0.85% and 1.10% of the Fund’s Institutional Class and Investor Class Shares’ average daily net assets, respectively, through February 28, 2021.

 

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, 2020, were as follows (000):

 

Purchases

  

Other

   $ 68,496  

Sales

  

Other

   $     141,608  

 

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.

The permanent differences primarily consist of reclassification of long term capital gain distribution on REITs and investments in PFICs. There are no permanent differences that are credited or charged to

 

 

 

15


Notes to Financial Statements

October 31, 2020

 

Paid-in Capital and Distributable Earnings as of October 31, 2020.

The tax character of dividends and distributions paid during the years ended October 31, 2020 and 2019 was as follows (000):

 

         Ordinary
  Income
     Long-Term
Capital Gain
           Total      

2020

   $ 8,783      $      $      8,783  

2019

     8,398        13,154           21,552  

As of October 31, 2020, the components of distributable loss on a tax basis were as follows (000):

 

Undistributed Ordinary Income

   $ 5,555   

Capital Loss Carryforward

     (50,782)  

Unrealized Depreciation

     (72,778)  
  

 

 

 

Total Accumulated Losses

   $     (118,005)  
  

 

 

 

Capital loss carryforward rules allow for RICs to carry forward capital losses indefinitely and to retain the character of capital loss carryforwards as short-term or long-term. As of October 31, 2020, the Fund has short-term and long-term capital loss carryforwards of $10,364 (000) and $40,418 (000), respectively. During the year ended October 31, 2020, no capital loss carryforwards were utilized to offset capital gains.

The total cost of securities for Federal income tax purposes and the aggregate gross unrealized appreciation and depreciation on investments held by the Fund at October 31, 2020, were as follows (000):

 

     Federal
    Tax Cost    

  Aggregated
Gross
Unrealized
 Appreciation 
    Aggregated
Gross
Unrealized
 Depreciation 
    Net
Unrealized
 Depreciation 
 
  $    306,901   $         18,018     $ (90,796   $ (72,778

 

8.

Concentration of Risks:

Equity Risk — 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.

Market Risk — The risk that the market value of an investment may move up and down, sometimes rapidly and unpredictably. Markets for securities in which the Fund invests may decline significantly in response to adverse issuer, political, regulatory, market, economic

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

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

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

 

9.

Other:

At October 31, 2020, 64% of total shares outstanding for the Institutional Class Shares were held by three record shareholders each owning 10% or greater of the aggregate total shares outstanding. At October 31, 2020, 95% of total shares outstanding for the Investor Class Shares were held by two record shareholders owning 10% or greater of the aggregate total shares outstanding. These were comprised mostly of omnibus accounts which were held on behalf of various individual shareholders.

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.

 

 

 

16


Notes to Financial Statements

October 31, 2020

 

10.

New Accounting Pronouncement:

In August 2018, the FASB issued Accounting Standards Update 2018-13, Fair Value Measurement (Topic 820). The new guidance includes additions, removals and modifications to disclosures requirements for fair value measurements. For public entities, the amendments are effective for financial statements issued for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years. The Funds early adopted this guidance as of November 1, 2019. The adoption of this guidance did not have a material impact on the financial statements.

 

11.

Subsequent Events

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

 

 

 

17


Report of Independent Registered Public Accounting Firm

To the Board of Trustees of The Advisors’ Inner Circle Fund and the Shareholders of LSV Small Cap Value Fund

Opinion on the Financial Statements

We have audited the accompanying statement of assets and liabilities, of LSV Small Cap Value Fund (the “Fund”) (one of the series constituting The Advisors’ Inner Circle Fund (the “Trust”)), including the schedule of investments, as of October 31, 2020, 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, and 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 series constituting The Advisors’ Inner Circle Fund) at October 31, 2020, 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, 2020, by correspondence with the custodian and brokers or by other appropriate auditing procedures where replies from brokers were not received. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

 

LOGO

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

Philadelphia, Pennsylvania

December 29, 2020

 

18


Disclosure of Fund Expenses (Unaudited)

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

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

The following examples use the expense ratio and are intended to help you understand the ongoing costs (in dollars) of investing in your Fund and to compare these costs with those of other mutual funds. The examples are based on an investment of $1,000 made at the beginning of the period and held for the entire period from May 1, 2020 to October 31, 2020.

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

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

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

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

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

 

      Beginning    
Account    
Value    
05/01/20    
     Ending    
Account    
Value    
10/31/20    
     Annualized    
Expense    
Ratios    
    Expenses    
Paid    
During    
Period*    
 

LSV Small Cap Value Fund

                                  

Actual Fund Return

          

Institutional Class Shares

   $ 1,000.00          $ 1,130.50            0.85%           $4.55      

Investor Class Shares

     1,000.00            1,128.80            1.10                5.89      

Hypothetical 5% Return

          

Institutional Class Shares

   $ 1,000.00          $ 1,020.86            0.85%           $4.32      

Investor Class Shares

     1,000.00            1,019.56            1.10                5.58      

 

*

Expenses are equal to the Fund’s annualized expense ratio multiplied by the average account value over the period, multiplied by 184/366 (to reflect the one-half year period).

 

19


Review of Liquidity Risk Management Program (Unaudited)

 

 

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

At a meeting of the Board held on May 19, 2020, the Trustees received a report from the Program Administrator addressing the operations of the Program and assessing its adequacy and effectiveness of implementation. The Board acknowledged that (i) the report covered the period from December 1, 2018 through December 31, 2019 and thus did not cover the recent period of market volatility, and (ii) the Board held a call with the Trust’s officers on March 25, 2020 where the officers discussed the operations and effectiveness of the Program during the then-current market volatility. The Board requested that the Program Administrator provide an update of the operation of the Program during the then-current market volatility at its next meeting. The Program Administrator’s report noted that the Program Administrator had determined that the Program is reasonably designed to assess and manage the Fund’s liquidity risk and has operated adequately and effectively to manage the Fund’s liquidity risk since the Program was implemented on December 1, 2018. The Program Administrator’s report noted that during the period covered by the report, there were no liquidity events that impacted the Fund or its ability to timely meet redemptions without dilution to existing shareholders. The Program Administrator’s report further noted that no material changes have been made to the Program since its implementation.

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

 

 

20


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

Set forth below are the names, ages, position with the Trust, term of office, length of time served and the principal occupations for the last five years of each of the persons currently serving as Trustees and Officers of the Trust. Trustees who are deemed not to be “interested persons” of the Trust are referred to as “Independent Board Members.” Messrs. Nesher and Klauder are Trustees who may be deemed to be “interested” persons of the Fund as that term is defined in the 1940 Act by virtue of their affiliation with the Trust’s Distributor. The Trust’s Statement of Additional Information (“SAI”) includes additional information about the Trustees and Officers. The SAI may be obtained without charge by calling 888-Fund-LSV. The following chart lists Trustees and Officers as of October 31, 2020.

 

Name and

Year of Birth

 

Position with

Trust and Length

of Time Served1

 

Principal Occupation

in the Past Five Years

 

Other Directorships

Held in the Past Five Years2

INTERESTED

TRUSTEES3,4

           
Robert Nesher
(Born: 1946)
 

Chairman of the
Board of Trustees

(since 1991)

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

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

 

Former Directorships: Trustee of SEI Liquid Asset Trust to 2016.

N. Jeffrey Klauder

(Born: 1952)

 

Trustee

(since 2018)

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

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

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

 

1

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

2

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

3

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

4

Trustees oversee 47 funds in The Advisors’ Inner Circle Fund.

 

21


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

 

Name and
Year of Birth
 

Position with

Trust

and Length of

Time Served1

  Principal Occupation
in the Past Five Years
  Other Directorships
Held in the Past Five Years2
INDEPENDENT
TRUSTEES3,4
           
Joseph T. Grause, Jr.
(Born: 1952)
  Trustee
(since 2011)
Lead Independent
Trustee
(since 2018)
  Self-Employed Consultant since 2012. Director of Endowments and Foundations, Morningstar Investment Management, Morningstar, Inc., 2010 to 2011. Director of International Consulting and Chief Executive Officer of Morningstar Associates EuropeLimited, Morningstar, Inc., 2007 to 2010. Country Manager – Morningstar UK Limited, Morningstar, Inc., 2005 to 2007.   Current Directorships: Trustee of The Advisors’ Inner Circle Fund II, Bishop Street Funds, The KP Funds and Frost Family of Funds. Director of RQSI GAA Systematic Global Macro Fund, Ltd. Former Directorships: Director of The Korea Fund, Inc. to 2019.
Mitchell A. Johnson
(Born: 1942)
  Trustee
(since 2005)
  Retired. Private investor since 1994.  

Current Directorships: Trustee of The Advisors’ Inner Circle Fund II, Bishop Street Funds, The KP Funds, SEI Asset Allocation Trust, SEI Daily Income Trust, SEI Institutional International Trust, SEI Institutional Managed Trust, SEI Institutional Investments Trust, SEI Tax Exempt Trust, Adviser Managed Trust, New Covenant Funds, SEI Insurance Products Trust and SEI Catholic Values Trust. Director of Federal Agricultural Mortgage Corporation (Farmer Mac) since 1997 and RQSI GAA Systematic Global Macro Fund, Ltd.

Former Directorships: Trustee of SEI Liquid Asset Trust to 2016.

Betty L. Krikorian
(Born: 1943)
  Trustee
(since 2005)
  Vice President, Compliance, AARP Financial Inc., from 2008 to 2010. Self-Employed Legal and Financial Services Consultant since 2003. Counsel (in-house) for State Street Bank from 1995 to 2003.   Current Directorships: Trustee of The Advisors’ Inner Circle Fund II, Bishop Street Funds and The KP Funds. Director of RQSI GAA Systematic Global Macro Fund, Ltd.
Robert Mulhall
(Born: 1958)
 

Trustee

(since 2019)

  Partner, Ernst & Young LLP, from 1998 to 2018.   Current Directorships: Trustee of The Advisors’ Inner Circle Fund II, Bishop Street Funds, The KP Funds and Frost Family of Funds. Director of RQSI GAA Systematic Global Macro Fund, Ltd. Former Directorships: Trustee of Villanova University Alumni Board of Directors to 2018.
Bruce R. Speca
(Born: 1956)
  Trustee
(since 2011)
  Global Head of Asset Allocation, Manulife Asset Management (subsidiary of Manulife Financial), 2010 to 2011. Executive Vice President – Investment Management Services, John Hancock Financial Services (subsidiary of Manulife Financial), 2003 to 2010.   Current Directorships: Trustee of The Advisors’ Inner Circle Fund II, Bishop Street Funds, The KP Funds and Frost Family of Funds. Director of Stone Harbor Investments Funds (8 Portfolios), Stone Harbor Emerging Markets Income Fund (closed-end fund) and Stone Harbor Emerging Markets Total Income Fund (closed-end fund). Director of RQSI GAA Systematic Global Macro Fund, Ltd.

 

1

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

2

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

3

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

4

Trustees oversee 43 funds in The Advisors’ Inner Circle Fund.

 

22


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

 

Name and
Year of Birth
 

Position with

Trust

and Length of

Time Served 1

  Principal Occupation
in the Past Five Years
  Other Directorships
Held in the Past Five Years 2

INDEPENDENT

TRUSTEES
(continued)3

              
George J. Sullivan, Jr.
(Born: 1942)
  Trustee
(since 1999)
  Retired since 2012. Self-Employed Consultant, Newfound Consultants Inc., 1997 to 2011  

Current Directorships: Trustee/Director of The Advisors’ Inner Circle Fund II, Bishop Street Funds, The KP Funds, SEI Structured Credit Fund, LP, SEI Daily Income Trust, SEI Institutional International Trust, SEI Institutional Investments Trust, SEI Institutional Managed Trust, SEI Asset Allocation Trust, SEI Tax Exempt Trust, Adviser Managed Trust, New Covenant Funds, SEI Insurance Products Trust and SEI Catholic Values Trust.

 

Former Directorships: Trustee of SEI Liquid Asset Trust to 2016. Trustee/ Director of State Street Navigator Securities Lending Trust to 2017. Member of the independent review committee for SEI’s Canadian-registered mutual funds to 2017.

OFFICERS            
Michael Beattie
(Born: 1965)
  President
(since 2011)
  Director of Client Service, SEI Investments, since 2004.   None.
James Bernstein
(Born: 1962)
  Vice President and Assistant Secretary
(since 2017)
 

Attorney, SEI Investments, since 2017.

 

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

  None.
John Bourgeois
(Born: 1973)
  Assistant Treasurer
(since 2017)
  Fund Accounting Manager, SEI Investments, since 2000.   None.
Stephen Connors
(Born: 1984)
  Treasurer, Controller and Chief Financial Officer
(since 2015)
  Director, SEI Investments, Fund Accounting since 2014. Audit Manager, Deloitte & Touche LLP, from 2011 to 2014.   None.

 

1

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

2

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

3

Trustees oversee 43 funds in The Advisors’ Inner Circle Fund.

 

23


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

 

Name and

Year of Birth

 

Position with

Trust

and Length of

Time Served

 

Principal Occupation

in the Past Five Years

  Other Directorships Held in the Past Five Years
OFFICERS (continued)            

Russell Emery

(Born: 1962)

 

Chief Compliance Officer

(since 2006)

  Chief Compliance Officer of SEI Structured Credit Fund, LP since 2007. Chief Compliance Officer of The Advisors’ Inner Circle Fund, The Advisors’ Inner Circle Fund II, Bishop Street Funds, The KP Funds, Frost Family of Funds, The Advisors’ Inner Circle Fund III, Gallery Trust, Schroder Series Trust, Schroder Global Series Trust, SEI Institutional Managed Trust, SEI Asset Allocation Trust, SEI Institutional International Trust, SEI Institutional Investments Trust, SEI Daily Income Trust, SEI Tax Exempt Trust, Adviser Managed Trust, New Covenant Funds, SEI Insurance Products Trust and SEI Catholic Values Trust. Chief Compliance Officer of O’Connor EQUUS (closed-end investment company) to 2016. Chief Compliance Officer of SEI Liquid Asset Trust to 2016. Chief Compliance Officer of Winton Series Trust to 2017. Chief Compliance Officer of Winton Diversified Opportunities Fund (closed-end investment company) to 2018.   None.

Eric C. Griffith

(Born: 1969)

 

Vice President and Assistant Secretary

(since 2019)

 

Counsel at SEI Investments since 2019. Vice President and Assistant General Counsel, JPMorgan Chase & Co., from 2012 to 2018.

 

  None.

Matthew M. Maher

(Born: 1975)

 

Vice President and Assistant Secretary

(since 2018)

 

Counsel at SEI Investments since 2018. Attorney, Blank Rome LLP, from 2015 to 2018. Assistant Counsel & Vice President, Bank of New York Mellon, from 2013 to 2014. Attorney, Dilworth Paxson LLP, from 2006 to 2013.

 

  None.

Robert Morrow

(Born: 1968)

 

Vice President

(since 2017)

 

Account Manager, SEI Investments, since 2007.

 

  None.

Bridget E. Sudall

(Born: 1980)

 

Anti-Money Laundering Compliance Officer and Privacy Officer

(since 2015)

 

Senior Associate and AML Officer, Morgan Stanley Alternative Investment Partners, from 2011 to 2015. Investor Services Team Lead, Morgan Stanley Alternative Investment Partners, from 2007 to 2011.

 

  None.

 

24


NOTICE TO SHAREHOLDERS

OF

LSV SMALL CAP VALUE FUND

(Unaudited)

For shareholders that do not have an October 31, 2020 tax year end, this notice is for informational purposes only. For shareholders with an October 31, 2020 tax year end, please consult your tax advisor as to the pertinence of this notice. For the fiscal year ended October 31, 2020, the Fund is designating the following items with regard to distributions paid during the year.

 

Long-Term
Capital Gain
Distribution

   Ordinary
Income
  Distributions  
  Total
Distribu-
tions
  Qualifying
For
Corporate
Dividends
Receivable
Deduction (1)
  Qualifying
Dividend
Income (2)
  U.S.
  Government  
Interest (3)
  Interest
Related
Dividends(4)
  Short-Term
Capital Gain
  Dividends (5)  
  Qualifying
Business
  Income (6)  

0.00%

   100%   100%   83.92%   87.40%   0.00%   0.00%   0.00%   18.60%

 

(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 Small Cap Value Fund who are residents of California, Connecticut and New York, the statutory threshold requirements were not satisfied to permit exemption of these amounts from state income.

 

(4)

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

 

(5)

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

 

(6)

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

The information reported herein may differ from the information and distributions taxable to the shareholders for the calendar year ending December 31, 2020. Complete information will be computed and reported in conjunction with your 2020 Form 1099-DIV.

 

25


                     
                   
     

 

Trust:

The Advisors’ Inner Circle Fund

 

Fund:

LSV Small Cap Value Fund

 

Adviser:

LSV Asset Management

 

Distributor:

SEI Investments Distribution Co.

 

Administrator:

SEI Investments Global Fund Services

 

Legal Counsel:

Morgan, Lewis & Bockius LLP

 

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

 

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

 

LSV-AR-007-0800

 

                  
                     
                     


Item 2.

Code of Ethics.

The Registrant 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 audit committee financial experts are George Sullivan and Robert Mulhall, and each whom 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”) relate to The Advisors’ Inner Circle Fund (the “Trust”).

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

 

     2020      2019  
          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)    $ 104,400        None        None      $ 104,400        None        None  
(b)    Audit-Related Fees      None        None        None        None        None        None  
(c)    Tax Fees(2)    $ 10,000        None      $ 88,304      $ 6,000        None      $ 57,000  
(d)    All Other Fees      None        None      $ 376,378        None        None      $ 97,500  


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:

 

     2020      2019  
          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)    $ 766,250       None        None      $ 608,176       None        None  
(b)    Audit-Related Fees      None       None        None        None       None        None  
(c)    Tax Fees    $ 970 (4)       None        None      $ 11,559 (3)       None        None  
(d)    All Other Fees      None       None        None        None       None        None  

Fees billed by Deloitte & Touche LLP (“D&T”) related to the Trust

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

 

     2020      2019  
          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)    $ 69,500        None        None      $ 68,000        None        None  
(b)    Audit-Related Fees      None        None        None        None        None        None  
(c)    Tax Fees(5)    $ 24,150        None        None        None        None        None  
(d)    All Other Fees      None        None        None        None        None        None  


Fees billed by BBD, LLP (“BBD”) related to the Trust

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

 

     2020      2019  
          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)    $ 95,300        None        None      $ 113,300        None        None  
(b)    Audit-Related Fees      None        None        None        None        None        None  
(c)    Tax Fees      None        None        None        None        None        None  
(d)    All Other Fees      None        None        None        None        None        None  

Notes:

 

  (1)

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

 

  (2)

Tax compliance services provided to McKee International Equity Portfolio or affiliates of the Funds.

 

  (3)

Tax compliance services for Westwood Emerging Markets Fund.

 

  (4)

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

 

  (5)

Review and signing of federal and state income tax returns.

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

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

 

  1.

require specific pre-approval;

 

  2.

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


  3.

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

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

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

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

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

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

 

     2020      2019  

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):

 

     2020      2019  

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 (D&T):

 

     2020      2019  

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 (BBD):

 

     2020      2019  

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 $464,682 and $160,500 for 2020 and 2019, 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 $970 and $11,559 for 2020 and 2019, respectively.

(g) The aggregate non-audit fees and services billed by D&T 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 $24,150 and $0 for 2020 and 2019, respectively.

(g) The aggregate non-audit fees and services billed by BBD 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 2020 and 2019, respectively.

(h) During the past fiscal year, all non-audit services provided by the Registrant’s principal accountant to either the Registrant’s investment adviser or to any entity controlling, controlled by, or under common control with the Registrant’s investment adviser that provides ongoing services


to the Registrant were pre-approved by the Audit Committee of Registrant’s Board of Trustees. Included in the Audit Committee’s pre-approval of these non-audit service were the review and consideration as to whether the provision of these non-audit services is compatible with maintaining the principal accountant’s independence.

 

Item 5.

Audit Committee of Listed Registrants.

Not applicable to open-end management investment companies.

 

Item 6.

Schedule of Investments.

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

 

Item 7.

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

Not applicable to open-end management investment companies.

 

Item 8.

Portfolio Managers of Closed-End Management Investment Companies

Not applicable to open-end management investment companies. Effective for closed-end management investment companies for fiscal-years-ending on or after December 31, 2005.

 

Item 9.

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

Not applicable to open-end management investment companies.

 

Item 10.

Submission of Matters to a Vote of Security Holders.

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

 

Item 11.

Controls and Procedures.

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

(b) There has been no change in the Registrant’s internal control over financial reporting (as defined in Rule 30a-3(d) under the Act (17 CFR § 270.3a-3(d)) that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting.

 

Items 12.

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

Not applicable to open-end management investment companies.


Items 13.

Exhibits.

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

(a)(2) A separate certification for the principal executive officer and the principal financial officer of the Registrant, as required by Rule 30a-2(a) under the Act (17 CFR § 270.30a-2(a)), is filed herewith.

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


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

(Registrant)       The Advisors’ Inner Circle Fund
By (Signature and Title)*      

/s/ Michael Beattie

     

Michael Beattie,

President

Date: January 8, 2021      

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

 

By (Signature and Title)*      

/s/ Michael Beattie

     

Michael Beattie,

President

Date: January 8, 2021      
By (Signature and Title)*      

/s/ Stephen Connors

      Stephen Connors,
      Treasurer, Controller, and CFO
Date: January 8, 2021      

 

*

Print the name and title of each signing officer under his or her signature.

Policy Statement: Sarbanes-Oxley effected sweeping corporate disclosure and financial reporting reform on public companies, including mutual funds, to address corporate malfeasance and assure investors that the companies in which the investors invest are accurately and completely disclosing financial information. Under Sarbanes-Oxley, all public companies (including the Funds) must either have a code of ethics for their senior financial officers, or disclose why the company does not have a code of ethics. Sarbanes-Oxley was intended to foster corporate environments which encourage employees to question and report unethical and potentially illegal business practices.

Each Fund has chosen to adopt a code of ethics (“Code of Ethics for Financial Officers”) to encourage the Fund’s Principal Executive Officer, Principal Financial, and Accounting Officer and Controller (the “Financial Officers”) for the purpose of promoting:

 

   

Honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships.

 

   

Full, fair, accurate, timely, and understandable disclosure in reports and documents that a registrant files with, or submits to, the SEC and in other public communications made by the Funds.

 

   

Compliance with applicable laws and governmental rules and regulations.

 

   

Prompt internal reporting of violations of the Code of Ethics for Financial Officers to an appropriate person or persons identified in the Code of Ethics of Financial Officers.

 

   

Accountability for adherence to the Code of Ethics for Financial Officers.

Procedures: The Funds have adopted the following procedures regarding this matter:

A compliance officer is responsible for monitoring compliance with these procedures.

FINANCIAL OFFICER CODE OF ETHICS

 

I.

Introduction

The reputation and integrity of Series Trusts, (each a “Trust” and, collectively, the “Trusts”) are valuable assets that are vital to the each Trust’s success. The Trusts’ senior financial officers (“SFOs”) are responsible for conducting the Trusts’ business in a manner that demonstrates a commitment to the highest standards of integrity. The Trusts’ SFOs include the principal executive officer, the principal financial officer, comptroller or principal accounting officer, and any person who performs a similar function.

The Sarbanes-Oxley Act of 2002 (the “Act”) effected sweeping corporate disclosure and financial reporting reform on public companies, including mutual funds, to address corporate malfeasance and assure investors that the companies in which the investors invest are accurately and completely disclosing financial information. Under the Act, all public companies (including


the Trusts) must either have a code of ethics for their SFOs, or disclose why the company does not have a code of ethics. The Act was intended to foster corporate environments which encourage employees to question and report unethical and potentially illegal business practices. Each Trust has chosen to adopt this Financial Officer Code of Ethics (the “Code”) to encourage the Trust’s SFOs to act in a manner consistent with the highest principles of ethical conduct.

 

II.

Purposes of the Code

The purposes of this Code are:

 

  1.

To promote honest and ethical conduct by each Trust’s SFOs, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;

 

  2.

To assist each Trust’s SFOs in recognizing and avoiding conflicts of interest, including disclosing to an appropriate person any material transaction or relationship that reasonably could be expected to give rise to such a conflict;

 

  3.

To promote full, fair, accurate, timely, and understandable disclosure in reports and documents that the Trusts file with, or submit to, the SEC and in other public communications made by the Trusts;

 

  4.

To promote compliance with applicable laws, rules, and regulations;

 

  5.

To encourage the prompt internal reporting to an appropriate person of violations of this Code; and

 

  6.

To establish accountability for adherence to this Code.

 

III.

Questions about this Code

Each Trust’s compliance officer designated to oversee compliance with the Trust’s Code of Ethics adopted pursuant to Rule 17j-1 shall serve as Compliance Officer for the implementation and administration of this Code. You should direct your questions about this Code to the Compliance Officer.

 

IV.

Conduct Guidelines

Each Trust has adopted the following guidelines under which the Trust’s SFOs must perform their official duties and conduct the business affairs of the Trust.

 

  1.

Ethical and honest conduct is of paramount importance. Each Trust’s SFOs must act with honesty and integrity and avoid violations of this Code, including the avoidance of actual or apparent conflicts of interest with the Trust in personal and professional relationships.

 

  2.

SFOs must disclose material transactions or relationships. Each Trust’s SFOs must disclose to the Compliance Officer any actual or apparent conflicts of interest the SFO may have with the Trust that reasonably could be expected to give rise to any violations of this Code. Such conflicts of interest may arise as a result of material transactions or business or personal relationships to which the SFO may be a party. If it is not possible to disclose the matter to the Compliance Officer, the matter should be disclosed to the


  Trust’s Chief Financial Officer, Chief Executive Officer, or another appropriate person. In addition to disclosing any actual or apparent conflicts of interest in which an SFO is personally involved, the Trusts’ SFOs have an obligation to report any other actual or apparent conflicts which the SFOs discover or of which the SFOs otherwise become aware. If you are unsure whether a particular fact pattern gives rise to a conflict of interest, or whether a particular transaction or relationship is “material,” you should bring the matter to the attention of the Compliance Officer.

 

  3.

Standards for quality of information shared with service providers of the Trusts. Each Trust’s SFOs must at all times seek to provide information to the Trust’s service providers (adviser, administrator, outside auditor, outside counsel, custodian, etc.) that is accurate, complete, objective, relevant, timely, and understandable.

 

  4.

Standards for quality of information included in periodic reports. Each Trust’s SFOs must at all times endeavor to ensure full, fair, timely, accurate, and understandable disclosure in the Trust’s periodic reports.

 

  5.

Compliance with laws. Each Trust’s SFOs must comply with the federal securities laws and other laws and rules applicable to the Trusts, such as the Internal Revenue Code.

 

  6.

Standard of care. Each Trust’s SFOs must at all times act in good faith and with due care, competence, and diligence, without misrepresenting material facts or allowing your independent judgment to be subordinated. Each Trust’s SFOs must conduct the affairs of the Trust in a responsible manner, consistent with this Code.

 

  7.

Confidentiality of information. Each Trust’s SFOs must respect and protect the confidentiality of information acquired in the course of their professional duties, except when authorized by the Trust to disclose this information or where disclosure is otherwise legally mandated. You may not use confidential information acquired in the course of your work for personal advantage.

 

  8.

Sharing of information and educational standards. Each Trust’s SFOs should share information with relevant parties to keep these parties informed of the business affairs of the Trust, as appropriate, and to maintain skills important and relevant to the Trust’s needs.

 

  9.

Promote ethical conduct. Each Trust’s SFOs at all times should proactively promote ethical behavior among peers in the SFOs work environment.

 

  10.

Standards for recordkeeping. Each Trust’s SFOs at all times must endeavor to ensure that the Trust’s financial books and records are thoroughly and accurately maintained to the best of the SFOs knowledge in a manner consistent with applicable laws and this Code.

 

V.

Waivers of this Code

You may request a waiver of a provision of this Code by submitting your request in writing to the Compliance Officer for appropriate review. For example, if a family member works for a service provider that prepares a Trust’s financial statements, you may have a potential conflict of interest in reviewing those statements and should seek a waiver of this Code to review the work. An executive officer of each Trust, or another appropriate person (such as a designated Board or Audit Committee member), will decide whether to grant a waiver. All waivers of this code must be disclosed to the applicable Trust’s shareholders and the designated Board to the extent required by SEC rules.


VI.

Affirmation of the Code

Upon adoption of the Code, each Trust’s SFOs must affirm in writing that the SFO has received, has read, and understands the Code, and annually thereafter must affirm that they have complied with the requirements of the Code. To the extent necessary, each Trust’s Compliance Officer will provide guidance on the conduct required by this Code and the manner in which violations or suspected violations must be reported and waivers must be requested.

 

VII.

Reporting Violations

In the event that an SFO discovers or, in good faith, suspects a violation of this Code, the SFO must immediately report the violation or suspected violation to the Compliance Officer. The Compliance Officer, in his or her discretion, may consult with another member of the Trust’s senior management or the Board in determining how to address the suspected violation. For example, a Code violation may occur when a periodic report or financial statement of a Trust omits a material fact, or is technically accurate but, in the view of the SFO, is written in a way that obscures the report’s or financial statement’s meaning.

SFOs who report violations or suspected violations in good faith will not be subject to retaliation of any kind. Reported violations will be investigated and addressed promptly and will be treated as confidential to the extent possible.

 

VIII.

Violations of the Code

Dishonest or unethical conduct or conduct that is illegal will constitute a violation of this Code, regardless of whether this Code specifically refers to such particular conduct. A violation of this Code may result in disciplinary action, up to and including removal as an SFO of the Trust. A variety of laws apply to the Trusts and their operations, including the Securities Act of 1933, the Investment Company Act of 1940, state laws relating to duties owed by Trust officers, and criminal laws. The Trusts will report any suspected criminal violations to the appropriate authorities, and will investigate, address, and report, as appropriate, non-criminal violations.

CERTIFICATION

Pursuant to Rule 30a-2(a) under the Investment Company Act of 1940

and Section 302 of the Sarbanes-Oxley Act of 2002

I, Michael Beattie, certify that:

1. I have reviewed this report on Form N-CSR of The Advisors’ Inner Circle Fund (the “Registrant”);

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information, included in this report fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the Registrant as of, and for, the periods presented in this report;

4. The Registrant’s other certifying officer(s), if any, and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the Registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report, based on such evaluation; and

(d) Disclosed in this report any change in the Registrant’s internal control over financial reporting 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; and

5. The Registrant’s other certifying officer(s) and I have disclosed to the Registrant’s auditors and the audit committee of the Registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize, and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting.

Date: January 8, 2021

 

/s/ Michael Beattie
Michael Beattie
President


CERTIFICATION

Pursuant to Rule 30a-2(a) under the Investment Company Act of 1940

and Section 302 of the Sarbanes-Oxley Act of 2002

I, Stephen Connors, certify that:

1. I have reviewed this report on Form N-CSR of The Advisors’ Inner Circle Fund (the “Registrant”);

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information, included in this report fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the Registrant as of, and for, the periods presented in this report;

4. The Registrant’s other certifying officer(s), if any, and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the Registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report, based on such evaluation; and

(d) Disclosed in this report any change in the Registrant’s internal control over financial reporting 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; and

5. The Registrant’s other certifying officer(s) and I have disclosed to the Registrant’s auditors and the audit committee of the Registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize, and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting.

Date: January 8, 2021

 

/s/ Stephen Connors
Stephen Connors
Treasurer, Controller, and CFO

CERTIFICATION

Pursuant to 18 U.S.C. Section 1350,

As Adopted Pursuant to Section 906

of the Sarbanes-Oxley Act of 2002

The undersigned, the President of The Advisors’ Inner Circle Fund (the “Fund”), with respect to the Fund’s Form N-CSR for the period ended October 31, 2020, as filed with the Securities and Exchange Commission, hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:

1. such Form N-CSR fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2. the information contained in such Form N-CSR fairly presents, in all material respects, the financial condition and results of operations of the Fund.

Dated: January 8, 2021

 

/s/ Michael Beattie

Michael Beattie

President


CERTIFICATION

Pursuant to 18 U.S.C. Section 1350,

As Adopted Pursuant to Section 906

of the Sarbanes-Oxley Act of 2002

The undersigned, the Treasurer, Controller, and CFO of The Advisors’ Inner Circle Fund (the “Fund”), with respect to the Fund’s Form N-CSR for the period ended October 31, 2020, as filed with the Securities and Exchange Commission, hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:

1. such Form N-CSR fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2. the information contained in such Form N-CSR fairly presents, in all material respects, the financial condition and results of operations of the Fund.

Dated: January 8, 2021

 

/s/ Stephen Connors

Stephen Connors

Treasurer, Controller, and CFO