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

    Acadian Emerging Markets Portfolio

 

      Annual Report   October 31, 2020      

 

 

Beginning on January 1, 2021, as permitted by regulations adopted by the Securities and Exchange Commission, paper copies of the Portfolio’s shareholder reports will no longer be sent by mail, unless you specifically request paper copies of the reports from the Portfolio 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 Portfolio electronically by contacting your financial intermediary, or, if you are a direct investor, by calling 1-866-AAM-6161.

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 Portfolio, you can inform the Portfolio that you wish to continue receiving paper copies of your shareholder reports by calling 1-866-AAM- 6161. Your election to receive reports in paper will apply to all funds held with your financial intermediary if you invest through a financial intermediary.

 

Investment Adviser:                          

Acadian Asset Management LLC     

 


THE ADVISORS’ INNER CIRCLE FUND    ACADIAN EMERGING
   MARKETS PORTFOLIO
   OCTOBER 31, 2020

 

 

TABLE OF CONTENTS

 

 

 

Shareholder Letter

     1  

Schedule of Investments

     5  

Statement of Assets and Liabilities

     17  

Statement of Operations

     18  

Statements of Changes in Net Assets

     19  

Financial Highlights

     20  

Notes to Financial Statements

     23  

Report of Independent Registered Public Accounting Firm

     35  

Disclosure of Fund Expenses

     37  

Review of Liquidity Risk Management Program

     39  

Trustees and Officers of The Advisors’ Inner Circle Fund

     40  

Approval of Investment Advisory Agreement

     48  

Notice to Shareholders

     52  

The Portfolio files its complete schedule of investments with the Securities and Exchange Commission (“SEC”) for the first and third quarters of each fiscal year as an exhibit to its report on Form N-PORT (Form N-Q for filings prior to March 31, 2020). The Portfolio’s Form 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 Portfolio uses to determine how to vote proxies relating to portfolio securities, as well as information relating to how a portfolio voted proxies relating to portfolio securities during the most recent 12-month period ended June 30, is available (i) without charge, upon request, by calling 1-866-AAM-6161; and (ii) on the SEC’s website at http://www.sec.gov.


THE ADVISORS’ INNER CIRCLE FUND   

ACADIAN EMERGING

MARKETS PORTFOLIO

OCTOBER 31, 2020

(Unaudited)

 

Dear Shareholder:

We are pleased to present the annual report for the Acadian Emerging Markets Portfolio (the “Portfolio”). This commentary covers the twelve months from November 1, 2019 to October 31, 2020, focusing on the Portfolio’s performance and some of the conditions and decisions that impacted returns.

Portfolio Performance Review

For the twelve months ended October 31, 2020, the Acadian Emerging Markets Portfolio posted a return of 3.04%, versus 8.62% for the MSCI Emerging Markets Index, a widely followed emerging markets benchmark.

Market Review

For the trailing twelve months ending October 31, 2020, the MSCI Emerging Market index returned +8.62%. Much of the period was dominated by the coronavirus pandemic and the swift and precipitous fallout effects worldwide. Emerging markets (EM), like their developed counterparts, fell almost 20% during the first quarter though recovered in Q2, rising 16%. Still, investors’ search for return in a low interest rate environment overshadowed the grim reality of the pandemic. EM faced the brunt of the COVID crisis in Q2 and Q3. Generally, the fiscal and social response to the virus has been inadequate and many markets remain vulnerable to the pandemic amidst underfunded healthcare systems, record capital outflows, and foreign exchange shortages. Soaring debt and subsequent rating downgrades have become a harbinger of yet another crisis on the horizon, compounded further by the relentless spread of the virus and wilting global demand. Specific to countries, India and Brazil remain EM coronavirus hot spots as cases continue to soar despite lockdown and social distancing measures. China has been an exception in emerging markets as it successfully contained the virus and made a sharper-than-expected recovery.

Portfolio Structure

The Portfolio was invested in a broad range of emerging companies and markets over the period. The investment process considered both bottom-up company attractiveness and top-down country and industry ratings, combined with benchmark-relative risk controls, to determine individual stock positions. The Portfolio was attractively valued relative to the MSCI Emerging Markets Index on important measures such as share price relative to earnings and book value. Significant country overweight positions included South Korea, Turkey, and China. The Portfolio was generally underweighted relative to the benchmark in India, Saudi Arabia, and Thailand.

 

1


THE ADVISORS’ INNER CIRCLE FUND   

ACADIAN EMERGING

MARKETS PORTFOLIO

OCTOBER 31, 2020

(Unaudited)

 

Portfolio Performance

The Portfolio underperformed the benchmark for the period, largely driven by stock selection in China. Underweight positions to large Chinese companies Tencent, Meituan, and Alibaba were key drivers of the Portfolio’s underperformance. Garanti Bankasi and other Turkish Banks, where the Portfolio is more exposed, also yielded negative results.

Conversely, India was a key contributor, where the Portfolio’s underweight was well positioned and stock selection, particularly within the financials sector, worked well. The Portfolio also benefitted from being less exposed to Thailand. Stock selection in Taiwan delivered positive results, owing primarily to holding UTD Micro Electronics.

We continue to view the asset class positively and believe it forms an essential part of global portfolio diversification. Please let us know if we can provide any additional information.

 

Sincerely,

 

  Brendan O. Bradley, Ph.D.

  Ryan D. Taliaferro, Ph.D.

  Chief Investment Officer

  Director, Equity Strategies

The performance data quoted represents past performance and 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 1-866-AAM-6161 or visit our website at www.acadian-asset.com.

This 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. In addition to the normal risks associated with investing, international investments may involve risk of capital loss from unfavorable fluctuation in currency values, from differences in generally accepted accounting principles or from social, economic or political instability in other nations. Emerging markets involve heightened risks related to the same factors as well as increased volatility and lower trading volume. Diversification does not protect against market loss. Holdings are subject to change.

 

2


THE ADVISORS’ INNER CIRCLE FUND   

ACADIAN EMERGING

MARKETS PORTFOLIO

OCTOBER 31, 2020

(Unaudited)

 

The MSCI Emerging Markets Index is a free float-adjusted market capitalization index that is designed to measure equity market performance of emerging markets. The MSCI Emerging Markets Index consists of the following 23 emerging market country indexes: Brazil, Chile, China, Colombia, Czech Republic, Egypt, Greece, Hungary, India, Indonesia, South Korea, Malaysia, Mexico, Peru, Philippines, Poland, Qatar, Russia, South Africa, Taiwan, Thailand, Turkey and United Arab Emirates.

 

3


THE ADVISORS’ INNER CIRCLE FUND   

ACADIAN EMERGING

MARKETS PORTFOLIO

OCTOBER 31, 2020

(Unaudited)

 

Growth of a $10,000 Investment

 

     AVERAGE ANNUAL TOTAL RETURN    
     FOR THE PERIODS ENDED OCTOBER 31(1)                                            
             1 Year                    5 Years                    10 Years                Annualized Since  
Inception
   

Investor Class Shares†    

   3.04%   5.75%   1.62%   7.04%  

I Class Shares    

   3.20%   N/A   N/A   5.02%  

Y Class Shares    

   3.15%   N/A   N/A   4.96%  

MSCI Emerging Markets Index    

   8.62%   8.31%   2.78%   6.92%  

 

     LOGO

 

(1) Past performance is not an indication of future performance. Investor Class Shares were offered beginning 6/17/93. I Class Shares and Y Class Shares were offered beginning 10/31/16. Returns shown do not reflect the deduction of taxes that a shareholder would pay on portfolio distributions or the redemption of portfolio shares. The returns for certain periods reflect fee waivers and/or reimbursements in effect for that period; absent fee waivers and/or reimbursements, performance would have been lower.

† The graph is based on Investor Class Shares only. Returns for I Class Shares and Y Class Shares would be different due to differences in fee structures.

N/A — Not available.

(See definition of comparative index on page 3).

 

4


THE ADVISORS’ INNER CIRCLE FUND   

ACADIAN EMERGING

MARKETS PORTFOLIO

OCTOBER 31, 2020

    

 

SECTOR WEIGHTINGS† (Unaudited)

 

LOGO

† Percentages based on total investments.

 

SCHEDULE OF INVESTMENTS

 

COMMON STOCK — 95.4%

 

            Shares                     Value        

Brazil — 3.7%

   

BRF*

    296,400       $ 869,888  

Camil Alimentos

    73,698       154,641  

Cia de Saneamento Basico do Estado de Sao Paulo

    74,200       550,233  

Cia de Saneamento de Minas Gerais

    33,300       247,750  

Cia de Saneamento do Parana

    397,200       1,639,901  

Cia Siderurgica Nacional*

    381,600       1,364,009  

Duratex

    54,400       181,746  

EDP - Energias do Brasil

    2,093,847       6,207,154  

JBS

    2,658,676       8,970,446  

Kepler Weber

    3,900       26,209  

Marfrig Global Foods*

    663,900       1,583,979  

Minerva*

    1,079,300       1,882,866  

Nova Embrapar Participacoes* (A)

    854        

Porto Seguro

    345,400       2,889,394  

Sao Martinho

    25,800       94,784  

Seara Alimentos* (A)

    911        

Sul America

    927,888       6,444,172  

Transmissora Alianca de Energia Eletrica

    796,749       3,908,797  
   

 

 

 

      37,015,969   
   

 

 

 

China — 39.7%

   

Agile Group Holdings

    2,820,592       3,878,978  

Alibaba Group Holding ADR*

    311,645             94,955,115  

Anhui Conch Cement, Cl H

    70,000       438,459  

Autohome ADR

    36,444       3,482,224  

The accompanying notes are an integral part of the financial statements.

 

 

5


THE ADVISORS’ INNER CIRCLE FUND   

ACADIAN EMERGING

MARKETS PORTFOLIO

OCTOBER 31, 2020

 

 

  COMMON STOCK — continued

 

             Shares                      Value        

China — (continued)

     

Baidu ADR*

     107,816        $ 14,344,919  

Bank of China, Cl H

     7,154,000        2,266,695  

Baoshan Iron & Steel, Cl A

     2,106,500        1,681,160  

Beijing Yanjing Brewery, Cl A

     273,100        354,559  

BGI Genomics, Cl A

     33,859        756,487  

BYD Electronic International

     285,500        1,228,066  

China Communications Services, Cl H

     3,116,900        1,819,598  

China Construction Bank, Cl H

     27,104,000        18,779,437  

China Mobile

     1,916,000        11,704,642  

China National Chemical Engineering, Cl A

     6,831,996        5,395,535  

China Resources Cement Holdings

     174,000        228,451  

China Sports International* (A)

     670,000         

China Telecom, Cl H

     37,065,035        11,698,455  

China United Network Communications, Cl A

     20,884,430        14,868,901  

Chinese Universe Publishing and Media Group, Cl A

     599,411        1,035,296  

CNOOC

     10,739,221        9,823,132  

Country Garden Holdings

     6,288,407        7,776,434  

DouYu International Holdings ADR*

     43,691        668,472  

Ecovacs Robotics, Cl A*

     222,361        2,085,693  

G-bits Network Technology Xiamen, Cl A

     32,037        2,254,285  

Gemdale Properties & Investment

     1,694,000        263,851  

Great Wall Motor, Cl H

     418,000        680,461  

Greenland Holdings, Cl A

     11,851,123        10,954,334  

Greenland Hong Kong Holdings

     304,440        98,891  

Guangzhou Kingmed Diagnostics Group, Cl A

     80,140        1,264,073  

Hangzhou Binjiang Real Estate Group, Cl A

     1,866,600        1,349,339  

Hunan Valin Steel, Cl A

     3,986,324        3,025,275  

Industrial & Commercial Bank of China, Cl H

     956,993        539,886  

JD.com ADR*

     318,160        25,936,403  

Jizhong Energy Resources, Cl A

     2,662,530        1,407,310  

Joincare Pharmaceutical Group Industry, Cl A

     842,601        1,902,099  

KingClean Electric, Cl A

     174,356        946,122  

Liuzhou Iron & Steel, Cl A

     775,610        536,988  

Logan Group

     774,000        1,220,833  

Longfor Group Holdings

     1,821,500        10,003,362  

Momo ADR

     33,571        503,565  

NetEase ADR

     233,025              20,224,240  

Niu Technologies ADR*

     10,633        279,329  

Perfect World, Cl A

     188,080        787,386  

Poly Property Group

     329,666        95,286  

Powerlong Real Estate Holdings

     260,000        175,607  

RiseSun Real Estate Development, Cl A

     243,698        256,045  

SAIC Motor, Cl A

     452,630        1,567,723    

 

The accompanying notes are an integral part of the financial statements.

 

6


THE ADVISORS’ INNER CIRCLE FUND   

ACADIAN EMERGING

MARKETS PORTFOLIO

OCTOBER 31, 2020

 

 

  COMMON STOCK — continued

 

             Shares                      Value        

China — (continued)

     

Sanquan Food, Cl A

     248,975        $ 1,143,760  

Seazen Holdings, Cl A

     1,058,252        5,144,566  

SGIS Songshan, Cl A

     1,183,100        741,604  

Shanghai Construction Group, Cl A

     1,771,530        805,183  

Shanghai Shimao, Cl A

     610,056        527,619  

Shanxi Taigang Stainless Steel, Cl A

     401,100        209,658  

Shimao Group Holdings

     355,879        1,262,341  

Sinotruk Hong Kong

     3,437,148        8,814,365  

TCL Electronics Holdings

     131,000        89,102  

Tencent Holdings

     801,000        61,030,710  

Tianneng Power International

     83,346        136,303  

Tingyi Cayman Islands Holding

     1,116,000        2,035,635  

Tongling Nonferrous Metals Group, Cl A

     980,800        318,069  

Vipshop Holdings ADR*

     255,113        5,459,418  

Weichai Power, Cl H

     4,519,000        8,598,060  

Weiqiao Textile, Cl H

     891,000        189,177  

Wuhu Sanqi Interactive Entertainment Network Technology Group, Cl A

     1,124,435        4,962,324  

Xinxing Ductile Iron Pipes, Cl A

     945,900        513,506  

Xinyu Iron & Steel, Cl A

     5,521,700        3,424,457  

Yonggao, Cl A

     325,800        353,814  

Yuexiu Property

     789,882        153,206  

Zhejiang Jingxin Pharmaceutical, Cl A

     366,774        653,823  

Zhejiang Meida Industrial, Cl A

     106,800        303,717  

Zhejiang Semir Garment, Cl A

     360,600        449,700  

Zhengzhou Yutong Bus, Cl A

     12,201        29,114  
     

 

 

 

              402,892,632  
     

 

 

 

Colombia — 0.2%

     

Ecopetrol ADR

     229,591        2,123,717  
     

 

 

 

Czech Republic — 0.0%

     

Komercni banka as*

     3,894        79,042  

Philip Morris CR

     56        32,523  
     

 

 

 

        111,565  
     

 

 

 

Greece — 0.6%

     

Athens Water Supply & Sewage

     16,081        124,981  

Cairo Mezz*

     11,041        1,332  

Hellenic Telecommunications Organization

     445,876        5,940,305  

Piraeus Bank *

     340,550        261,493  
     

 

 

 

        6,328,111   
     

 

 

 

Hong Kong — 3.1%

     

Asia Cement China Holdings

     1,528,561        1,405,911  

 

The accompanying notes are an integral part of the financial statements.

 

7


THE ADVISORS’ INNER CIRCLE FUND   

ACADIAN EMERGING

MARKETS PORTFOLIO

OCTOBER 31, 2020

 

 

  COMMON STOCK — continued

 

             Shares                      Value        

Hong Kong — (continued)

     

BYD, Cl H

     338,000        $ 6,762,783  

China Aoyuan Group

     95,111        89,601  

China High Speed Transmission Equipment Group

     59,861        44,579  

China Hongqiao Group

     317,000        230,128  

China National Building Material, Cl H

     3,209,215        3,692,576  

China Overseas Grand Oceans Group

     1,327,352        777,059  

China Unicom Hong Kong

     1,046,000        645,478  

CITIC

     150,000        107,340  

Country Garden Services Holdings

     142,000        894,699  

Dongfang Electric, Cl H

     58,770        41,122  

Hengan International Group

     564,500        3,932,248  

Hisense Home Appliances Group, Cl H

     24,000        34,532  

HKC Holdings

     29,189        14,911  

Hopson Development Holdings

     70,000        178,973  

IGG

     451,000        486,894  

Lenovo Group

     4,270,000        2,674,439  

Li Ning

     1,564,500        8,143,819  

Maoye International Holdings

     286,000        11,622  

Nine Dragons Paper Holdings

     308,134        411,825  

Shandong Chenming Paper Holdings, Cl H

     8,175        3,260  

Sinopec Engineering Group, Cl H

     645,500        253,316  

Skyworth Group*

     366,000        95,791  

Uni-President China Holdings

     423,000        367,046  
     

 

 

 

        31,299,952  
     

 

 

 

Hungary — 1.2%

     

OTP Bank Nyrt

     352,863        10,994,847  

Richter Gedeon Nyrt

     36,805        750,123  
     

 

 

 

              11,744,970   
     

 

 

 

India — 5.0%

     

Alkem Laboratories

     25,287        901,635  

Arvind*

     397,496        181,451  

Aurobindo Pharma

     489,485        5,120,859  

Cadila Healthcare

     80,042        452,670  

Dr Reddy’s Laboratories

     83,750        5,525,549  

FDC

     54,160        252,596  

Glenmark Pharmaceuticals

     518,009        3,321,966  

Gujarat State Petronet

     44,359        115,957  

HCL Technologies

     1,044,988        11,880,306  

Indoco Remedies

     17,527        60,981  

Infosys

     737,297        10,555,497  

ITD Cementation India

     21,454        14,195  

Jindal Saw

     32,265        26,231  

 

The accompanying notes are an integral part of the financial statements.

 

8


THE ADVISORS’ INNER CIRCLE FUND   

ACADIAN EMERGING

MARKETS PORTFOLIO

OCTOBER 31, 2020

 

 

  COMMON STOCK — continued

 

             Shares                      Value        

India — (continued)

     

Jindal Stainless*

     37,281        $ 31,537  

Mindtree

     67,943        1,219,179  

NIIT

     72,717        138,052  

Nucleus Software Exports

     6,264        51,622  

Oracle Financial Services Software

     7,976        339,173  

Redington India

     198,268        348,417  

Sanofi India

     1,465        158,570  

Sun Pharmaceutical Industries

     82,928        522,754  

Tata Consultancy Services

     43,855        1,575,433  

Welspun

     44,574        64,794  

Welspun India

     39,758        37,599  

Wipro

     1,735,670        7,964,397  

WNS Holdings ADR*

     3,004        173,151  

Zensar Technologies

     33,125        79,765  
     

 

 

 

                51,114,336  
     

 

 

 

Indonesia — 0.2%

     

Adaro Energy

     6,564,250        501,529  

Bank Negara Indonesia Persero

     3,673,191        1,175,188  

Indofood CBP Sukses Makmur

     45,700        30,109  

Kalbe Farma

     1,533,800        159,615  

Panin Financial *

     3,574,700        45,715  
     

 

 

 

        1,912,156  
     

 

 

 

Luxembourg — 0.0%

     

Ternium ADR *

     9,059        181,361  
     

 

 

 

Malaysia — 0.6%

     

AFFIN Bank

     32,108        10,610  

AMMB Holdings

     274,300        188,327  

Frontken

     247,800        207,748  

Greatech Technology*

     41,900        77,847  

Hartalega Holdings

     1,107,400        4,816,950  

Kossan Rubber Industries

     359,800        652,210  

KSL Holdings*

     476,683        52,894  

Lingkaran Trans Kota Holdings

     49,848        46,856  

Malaysian Pacific Industries

     12,569        66,790  

MMC

     800        139  

VS Industry

     262,000        149,096  
     

 

 

 

        6,269,467   
     

 

 

 

Mexico — 0.7%

     

Bio Pappel*

     13,442        25,349  

Concentradora Fibra Danhos‡

     214,610        193,854  

Consorcio ARA*

     62,788        7,578  

 

The accompanying notes are an integral part of the financial statements.

 

9


THE ADVISORS’ INNER CIRCLE FUND   

ACADIAN EMERGING

MARKETS PORTFOLIO

OCTOBER 31, 2020

 

 

  COMMON STOCK — continued

 

             Shares                      Value        

Mexico — (continued)

     

Credito Real SOFOM ER*

     47,840        $ 24,809  

Gentera*

     462,389        108,995  

Grupo Financiero Banorte, Cl O*

     1,139,755        5,083,131  

Grupo Financiero Inbursa, Cl O*

     709,062        525,491  

Kimberly-Clark de Mexico, Cl A

     65,806        98,283  

Macquarie Mexico Real Estate Management‡

     67,318        77,500  

Qualitas Controladora

     156,116        625,671  
     

 

 

 

        6,770,661  
     

 

 

 

Peru — 0.3%

     

Southern Copper

     50,096        2,622,025  
     

 

 

 

Philippines — 0.0%

     

First Gen

     224,100        132,676  

LT Group

     197,100        47,156  

SSI Group *

     362,992        9,866  
     

 

 

 

        189,698  
     

 

 

 

Poland — 0.6%

     

Asseco Poland

     33,275        540,006  

Budimex

     1,748        103,158  

CD Projekt*

     10,866        923,007  

Enea*

     223,628        256,207  

Grupa Azoty*

     25,325        131,544  

KGHM Polska Miedz*

     27,160        811,592  

LiveChat Software

     7,361        177,585  

mBank*

     1,247        36,521  

PKP Cargo*

     86        199  

PlayWay

     1,351        176,953  

Polski Koncern Naftowy ORLEN

     132,701        1,278,683  

Powszechna Kasa Oszczednosci Bank Polski*

     101,022        484,641  

TEN Square Games*

     9,203        1,473,680  
     

 

 

 

                 6,393,776  
     

 

 

 

Qatar — 0.0%

     

Al Khalij Commercial Bank PQSC

     82,634        40,829  
     

 

 

 

Russia — 1.4%

     

Globaltrans Investment GDR

     72,506        411,966  

LSR Group PJSC GDR

     89,361        196,995  

Magnitogorsk Iron & Steel Works PJSC GDR

     66,892        411,043  

MMC Norilsk Nickel PJSC ADR

     210,431        5,003,652  

Novolipetsk Steel PJSC GDR

     104,964        2,435,600  

QIWI ADR

     67,871        990,238  

Sberbank of Russia PJSC ADR

     447,493        4,520,886   

 

The accompanying notes are an integral part of the financial statements.

 

10


THE ADVISORS’ INNER CIRCLE FUND   

ACADIAN EMERGING

MARKETS PORTFOLIO

OCTOBER 31, 2020

 

 

  COMMON STOCK — continued

 

             Shares                      Value        

Russia — (continued)

     

VEON ADR

     317,346        $ 396,682  
     

 

 

 

                14,367,062  
     

 

 

 

Saudi Arabia — 0.0%

     

Astra Industrial Group*

     20,464        119,586  

National Medical Care

     14,329        199,401  

United Wire Factories

     6,434        51,296  
     

 

 

 

        370,283  
     

 

 

 

South Africa — 4.2%

     

African Rainbow Minerals

     62,940        882,157  

Anglo American Platinum

     41,176        2,700,633  

AngloGold Ashanti ADR

     238,269        5,513,545  

Coronation Fund Managers

     26,245        60,750  

FirstRand

     3,260,707        7,576,585  

Gold Fields ADR

     676,907        7,398,593  

Impala Platinum Holdings

     21,095        186,439  

JSE

     4,709        31,367  

Kumba Iron Ore

     299,268        8,882,206  

Lewis Group

     21,364        21,008  

MiX Telematics ADR

     12,906        110,088  

Momentum Metropolitan Holdings

     949,993        756,636  

Ninety One*

     24,340        64,318  

Sibanye Stillwater

     90,914        263,921  

Standard Bank Group

     1,038,140        6,777,831  

Telkom

     725,399        1,148,767  
     

 

 

 

        42,374,844   
     

 

 

 

South Korea — 14.8%

     

Aekyung Petrochemical

     4,289        27,388  

Binggrae

     890        43,786  

BNK Financial Group

     29,609        144,250  

Cheil Worldwide

     27,706        511,911  

CJ Corp

     32,970        2,216,232  

Coway

     1,854        113,070  

COWELL FASHION

     9,245        47,278  

Daelim Industrial

     5,756        397,541  

Dongkuk Steel Mill*

     12,646        67,615  

Dongyang E&P

     4,304        60,724  

DY POWER

     2,434        22,892  

Hana Financial Group

     610,460        16,432,705  

Hancom*

     14,719        224,131  

Handsome

     2,901        71,441  

Hankook Tire & Technology

     4,520        126,086  

Hanssem

     1,645        137,175  

 

The accompanying notes are an integral part of the financial statements.

 

11


THE ADVISORS’ INNER CIRCLE FUND   

ACADIAN EMERGING

MARKETS PORTFOLIO

OCTOBER 31, 2020

 

 

  COMMON STOCK — continued

 

             Shares                      Value        

South Korea — (continued)

     

Hanwha

     198,152        $ 4,203,105  

Hyundai Mobis

     3,127        623,135  

Hyundai Wia

     4,043        149,781  

JB Financial Group

     28,979        130,900  

Kakao

     4,324        1,256,957  

Kia Motors

     463,557        20,785,613  

KineMaster*

     4,196        33,110  

Kolon

     4,137        74,253  

Korea Business News

     7,929        35,085  

Korea Investment Holdings

     2,592        157,960  

KT

     413,816        8,079,149  

KT Hitel*

     7,699        34,008  

KT Skylife

     6,462        54,228  

LF

     8,581        110,577  

LG Display*

     117,115        1,464,171  

LG Electronics

     230,997        17,159,329  

LG Innotek

     13,070        1,761,103  

LG Uplus

     442,182        4,304,256  

LOTTE Himart

     7,317        198,354  

NAVER

     17,774        4,552,828  

NCSoft

     934        637,737  

NHN*

     26,216        1,607,125  

NICE Information Service

     9,779        167,964  

POSCO

     1,563        287,623  

Samsung Electronics

     1,220,183        61,349,431  

SeAH Steel

     1,963        141,842  

Sempio Foods

     1,089        41,907  

Youngone

     10,517        264,038  
     

 

 

 

              150,309,794   
     

 

 

 

Taiwan — 15.5%

     

Acer

     599,000        500,122  

Asustek Computer

     296,000        2,513,599  

Catcher Technology

     239,000        1,509,858  

Cathay Financial Holding

     426,000        570,496  

Chicony Electronics

     194,000        582,597  

Chicony Power Technology

     38,000        88,854  

China Life Insurance

     420,820        282,541  

Compal Electronics

     1,119,000        726,845  

Dimerco Express

     172,000        397,457  

Eastech Holding

     3,000        2,937  

Elan Microelectronics

     96,000        453,051  

Fubon Financial Holding

     4,539,520        6,437,786  

Gamania Digital Entertainment

     111,000        236,989  

 

The accompanying notes are an integral part of the financial statements.

 

12


THE ADVISORS’ INNER CIRCLE FUND   

ACADIAN EMERGING

MARKETS PORTFOLIO

OCTOBER 31, 2020

 

 

  COMMON STOCK — continued

 

             Shares                      Value        

Taiwan — (continued)

     

Gigabyte Technology

     406,000        $ 1,021,794  

Ho Tung Chemical

     153,000        56,739  

Hon Hai Precision Industry

     7,659,648        20,695,286  

International Games System

     44,000        1,163,309  

Inventec

     1,113,000        878,496  

Lite-On Technology

     1,140,061        1,855,636  

MediaTek

     639,000        15,158,010  

Mercuries Life Insurance*

     77,000        22,927  

Nien Made Enterprise

     20,000        224,442  

Novatek Microelectronics

     413,000        3,844,244  

Pegatron

     3,010,343        6,468,200  

Pou Chen

     189,000        166,011  

Quanta Computer

     960,000        2,420,878  

Radiant Opto-Electronics

     534,000        2,109,786  

Realtek Semiconductor

     702,000        8,710,253  

Simplo Technology

     277,000        3,077,980  

Sino-American Silicon Products

     482,000        1,679,998  

Star Comgistic Capital

     342,000        188,862  

Synnex Technology International

     85,000        126,253  

Taiwan Semiconductor Manufacturing

     2,381,000        35,751,713  

United Microelectronics

     22,583,000        24,418,219  

Wistron

     2,857,000        2,844,257  

Yuanta Financial Holding

     9,801,520        6,064,095  

Zhen Ding Technology Holding

     830,000        3,516,758  
     

 

 

 

              156,767,278  
     

 

 

 

Thailand — 0.3%

     

Bangkok Bank NVDR

     807,400        2,511,107  

Diamond Building Products NVDR

     134,500        25,079  

Siam Commercial Bank NVDR

     260,900        545,009  
     

 

 

 

        3,081,195   
     

 

 

 

Turkey — 3.1%

     

Akbank T.A.S.*

     1,471,448        841,178  

Anadolu Efes Biracilik Ve Malt Sanayii

     90,419        210,305  

Arcelik

     429,895        1,385,493  

BIM Birlesik Magazalar

     141,243        1,129,001  

Brisa Bridgestone Sabanci Sanayi ve Ticaret

     31,852        56,696  

Coca-Cola Icecek

     97,006        521,671  

Dogan Sirketler Grubu Holding

     1,639,109        477,205  

Dogus Otomotiv Servis ve Ticaret

     174,138        353,691  

Eregli Demir ve Celik Fabrikalari

     980,087        1,117,182  

Ford Otomotiv Sanayi

     6,323        81,670  

Haci Omer Sabanci Holding

     5,275,741        5,199,057  

 

The accompanying notes are an integral part of the financial statements.

 

13


THE ADVISORS’ INNER CIRCLE FUND   

ACADIAN EMERGING

MARKETS PORTFOLIO

OCTOBER 31, 2020

 

 

  COMMON STOCK — continued

 

             Shares                      Value        

Turkey — (continued)

     

KOC Holding

     1,269,656        $ 2,152,003  

Koza Altin Isletmeleri*

     68,390        603,441  

Logo Yazilim Sanayi Ve Ticaret*

     17,046        189,864  

Selcuk Ecza Deposu Ticaret ve Sanayi A.S.

     252,441        274,934  

Tofas Turk Otomobil Fabrikasi

     174,725        559,866  

Turk Telekomunikasyon

     1,837,967        1,414,920  

Turk Traktor ve Ziraat Makineleri

     13,431        181,747  

Turkcell Iletisim Hizmet

     218,427        381,697  

Turkiye Garanti Bankasi, Cl C*

     8,539,402        6,759,178  

Turkiye Is Bankasi, Cl C*

     8,762,624        5,357,312  

Ulker Biskuvi Sanayi

     355,798        861,286  

Vestel Beyaz Esya Sanayi ve Ticaret

     32,020        114,457  

Vestel Elektronik Sanayi ve Ticaret*

     161,111        319,953  

Yapi ve Kredi Bankasi *

     4,727,454        1,217,435  
     

 

 

 

        31,761,242  
     

 

 

 

United Arab Emirates — 0.1%

     

Abu Dhabi Islamic Bank PJSC

     61,997        73,216  

Aldar Properties PJSC

     515,006        382,780  

Emaar Properties PJSC *

     588,666        427,456  
     

 

 

 

        883,452  
     

 

 

 

United Kingdom — 0.1%

     

Polymetal International

     14,200        301,925  

Polyus PJSC GDR

     3,170        312,512  
     

 

 

 

        614,437   
     

 

 

 

United States — 0.0%

     

Tsakos Energy Navigation

     1,876        14,576  
     

 

 

 

TOTAL COMMON STOCK
(Cost $817,923,494)

        967,555,388  
     

 

 

 

     

PREFERRED STOCK(B) — 0.8%

     

Brazil — 0.7%

     

Banco do Estado do Rio Grande do Sul

     7,929        16,403  

Bradespar

     71,900        583,926  

Cia de Transmissao de Energia Eletrica Paulista

     167,309        684,637  

Cia Paranaense de Energia, Cl B

     94,700        1,015,005  

Gerdau

     164,500        625,266  

Noxville Investimentos* (A)

     455         

Petroleo Brasileiro

     151,300        498,888  

Telefonica Brasil

     368,327              2,730,702  

 

The accompanying notes are an integral part of the financial statements.

 

14


THE ADVISORS’ INNER CIRCLE FUND   

ACADIAN EMERGING

MARKETS PORTFOLIO

OCTOBER 31, 2020

 

 

  PREFERRED STOCK(B) — continued

 

             Shares                      Value        

Brazil — (continued)

     

Usinas Siderurgicas de Minas Gerais Usiminas, Ser A

     594,200       $ 1,122,549  
     

 

 

 

                7,277,376  
     

 

 

 

South Korea — 0.1%

     

CJ

     9,823        497,900  
     

 

 

 

TOTAL PREFERRED STOCK
(Cost $8,694,840)

        7,775,276  
     

 

 

 

     

WARRANTS — 0.0%

     
     Number of
Warrants
      

Thailand — 0.0%

     

Jasmine International, Expires 12/31/20 *

     1         
     

 

 

 

TOTAL WARRANTS
(Cost $—)

         
     

 

 

 

TOTAL INVESTMENTS— 96.2%
(Cost $826,618,334)

      $ 975,330,664   
     

 

 

 

Percentages are based on Net Assets of $1,013,636,622.

 

*

Non-income producing security.

Real Estate Investment Trust

(A)

Level 3 security in accordance with fair value hierarchy.

(B)

There is currently no rate available.

ADR — American Depositary Receipt

Cl — Class

GDR — Global Depositary Receipt

NVDR — Non-Voting Depositary Receipt

PJSC — Public Joint Stock Company

 

The accompanying notes are an integral part of the financial statements.

 

15


THE ADVISORS’ INNER CIRCLE FUND   

ACADIAN EMERGING

MARKETS PORTFOLIO

OCTOBER 31, 2020

 

 

The summary of input levels used to value the Portfolio’s net assets as of October 31, 2020 was as follows:

 

Investments in Securities         Level 1                 Level 2                 Level 3†           Total  

Common Stock

       

Brazil

  $ 37,015,969     $     $ —^     $ 37,015,969  

China

    165,853,685       237,038,947       —^       402,892,632  

Colombia

    2,123,717                   2,123,717  

Czech Republic

          111,565             111,565  

Greece

          6,328,111             6,328,111  

Hong Kong

          31,299,952             31,299,952  

Hungary

          11,744,970             11,744,970  

India

    173,151       50,941,185             51,114,336  

Indonesia

          1,912,156             1,912,156  

Luxembourg

    181,361                   181,361  

Malaysia

          6,269,467             6,269,467  

Mexico

    6,770,661                   6,770,661  

Peru

    2,622,025                   2,622,025  

Philippines

          189,698             189,698  

Poland

          6,393,776             6,393,776  

Qatar

    40,829                   40,829  

Russia

    1,386,920       12,980,142             14,367,062  

Saudi Arabia

    51,296       318,987             370,283  

South Africa

    13,022,226       29,352,618             42,374,844  

South Korea

          150,309,794             150,309,794  

Taiwan

          156,767,278             156,767,278  

Thailand

          3,081,195             3,081,195  

Turkey

          31,761,242             31,761,242  

United Arab Emirates

          883,452             883,452  

United Kingdom

          614,437             614,437  

United States

    14,576                   14,576  
 

 

 

   

 

 

   

 

 

   

 

 

 

Total Common Stock

        229,256,416           738,298,972       —^           967,555,388  
 

 

 

   

 

 

   

 

 

   

 

 

 

Preferred Stock

       

Brazil

    7,277,376             —^       7,277,376  

South Korea

          497,900             497,900  
 

 

 

   

 

 

   

 

 

   

 

 

 

Total Preferred Stock

    7,277,376       497,900       —^       7,775,276  
 

 

 

   

 

 

   

 

 

   

 

 

 

Warrants

                       
 

 

 

   

 

 

   

 

 

   

 

 

 

Total Investments in Securities

  $ 236,533,792     $ 738,796,872     $ —^     $ 975,330,664  
 

 

 

   

 

 

   

 

 

   

 

 

 

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

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

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

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.

 

16


THE ADVISORS’ INNER CIRCLE FUND   

ACADIAN EMERGING

MARKETS PORTFOLIO

OCTOBER 31, 2020

 

 

STATEMENT OF ASSETS AND LIABILITIES

    

Assets

    

Investments, at Value (Cost $826,618,334)

     $ 975,330,664    

Foreign Currency, at Value (Cost $367,457)

     368,549    

Cash

     7,799,045    

Receivable for Investment Securities Sold

     31,122,892    

Dividends and Interest Receivable

     1,463,462    

Receivable for Capital Shares Sold

     631,025    

Reclaim Receivable

     46,282    

Prepaid Expenses

     41,161    
  

 

 

 

 

Total Assets

             1,016,803,080    
  

 

 

 

 

Liabilities

    

Payable for Capital Shares Redeemed

     1,499,758    

Payable to Adviser

     873,267    

Accrued Foreign Capital Gains Tax on Appreciated Securities

     365,423    

Payable to Administrator

     73,045    

Shareholder Servicing Fees Payable - Investor Class

     42,798    

Shareholder Servicing Fees Payable - Y Class

     1,429    

Payable to Trustees

     5,994    

Chief Compliance Officer Fees Payable

     2,155    

Interest Payable

     1,749    

Accrued Expenses

     300,840    
  

 

 

 

 

Total Liabilities

     3,166,458    
  

 

 

 

 

Net Assets

     $ 1,013,636,622    
  

 

 

 

 

Net Assets Consist of:

    

Paid-in Capital

     $ 986,470,441    

Total distributable earnings

     27,166,181    
  

 

 

 

 

Net Assets

     $ 1,013,636,622    
  

 

 

 

 

Investor Class Shares:

    

Net Assets

     $ 674,359,931    

Outstanding Shares of Beneficial Interest (unlimited authorization - no par value)

     34,319,043    
  

 

 

 

 

Net Asset Value, Redemption and Offering Price Per Share *

     $ 19.65    
  

 

 

 

 

I Class Shares:

    

Net Assets

     $ 330,942,352    

Outstanding Shares of Beneficial Interest (unlimited authorization - no par value)

     16,824,620    
  

 

 

 

 

Net Asset Value, Redemption and Offering Price Per Share *

     $ 19.67    
  

 

 

 

 

Y Class Shares:

    

Net Assets

     $ 8,334,339    

Outstanding Shares of Beneficial Interest (unlimited authorization - no par value)

     424,488    
  

 

 

 

 

Net Asset Value, Redemption and Offering Price Per Share *

     $ 19.63     
  

 

 

 

 

 

*

Redemption price per share may vary depending upon the length of time shares are held.

 

The accompanying notes are an integral part of the financial statements.

 

17


THE ADVISORS’ INNER CIRCLE FUND   

ACADIAN EMERGING

MARKETS PORTFOLIO

FOR THE YEAR ENDED

OCTOBER 31, 2020

 

 

STATEMENT OF OPERATIONS

  

Investment Income:

  

Dividends

     $ 33,338,284  

Less: Foreign Taxes Withheld

     (3,575,548
  

 

 

 

Total Investment Income

     29,762,736  
  

 

 

 

Expenses:

  

Investment Advisory Fees

     10,335,272  

Shareholder Servicing Fees - Investor Class

     1,038,002  

Administration Fees

     863,610  

Trustees’ Fees

     22,527  

Chief Compliance Officer Fees

     6,680  

Custodian Fees

     695,059  

Transfer Agent Fees

     498,291  

Printing Fees

     134,135  

Interest Expense

     80,126  

Filing and Registration Fees

     72,974  

Legal Fees

     30,934  

Audit Fees

     23,300  

Other Expenses

     84,539  
  

 

 

 

Total Expenses

     13,885,449  
  

 

 

 

Less:

  

Fees Paid Indirectly (Note 4)

     (81,093
  

 

 

 

Net Expenses

             13,804,356  
  

 

 

 

Net Investment Income

     15,958,380  
  

 

 

 

Net Realized Gain (Loss) on:

  

Investments

     5,728,283  

Foreign Currency Transactions

     (1,139,378
  

 

 

 

Net Realized Gain

     4,588,905  
  

 

 

 

Net Change in Unrealized Appreciation (Depreciation) on:

  

Investments

     5,480,289  

Foreign Capital Gains Tax on Appreciated Securities

     (119,237

Foreign Currencies and Translation of other Assets and Liabilities Denominated in Foreign Currencies

     376  
  

 

 

 

Net Change in Unrealized Appreciation

     5,361,428  
  

 

 

 

Net Realized and Unrealized Gain

     9,950,333  
  

 

 

 

Net Increase in Net Assets Resulting from Operations

     $ 25,908,713  
  

 

 

 

 

The accompanying notes are an integral part of the financial statements.

 

18


THE ADVISORS’ INNER CIRCLE FUND   

ACADIAN EMERGING

MARKETS PORTFOLIO

    

 

 

STATEMENTS OF CHANGES IN NET ASSETS

 

     Year Ended
October 31, 2020
  Year Ended
October 31, 2019

Operations:

    

Net Investment Income

   $ 15,958,380     $ 26,969,081  

Net Realized Gain (Loss) on Investments and Foreign Currency Transactions

     4,588,905       (25,584,209

Net Change in Unrealized Appreciation (Depreciation) on Investments, Foreign Capital Gains Tax on Appreciated Securities, and Foreign Currencies and Translation of other Assets and Liabilities Denominated in Foreign Currencies

     5,361,428       96,312,341  
  

 

 

 

 

 

 

 

Net Increase in Net Assets Resulting from Operations

     25,908,713       97,697,213  
  

 

 

 

 

 

 

 

Distributions:

    

Investor Class Shares

     (11,697,024     (14,052,701

I Class Shares

     (10,007,635     (9,993,312

Y Class Shares

     (408,463     (443,362
  

 

 

 

 

 

 

 

Total Distributions

     (22,113,122     (24,489,375
  

 

 

 

 

 

 

 

Capital Share Transactions:(1)

    

Investor Class Shares:

    

Issued

     285,421,873       200,826,447  

Reinvestment of Distributions

     11,339,205       12,321,065  

Redemption Fees

     53,455       19,576  

Redeemed

     (262,734,069     (417,543,249
  

 

 

 

 

 

 

 

Increase (Decrease) in Net Assets derived from Investor Class Transactions

     34,080,464       (204,376,161
  

 

 

 

 

 

 

 

I Class Shares:

    

Issued

     93,620,219       226,599,553  

Reinvestment of Distributions

     7,964,494       9,036,776  

Redemption Fees

     14,966       6,415  

Redeemed

     (257,638,447     (268,375,441
  

 

 

 

 

 

 

 

Decrease in Net Assets derived from I Class Transactions

     (156,038,768     (32,732,697
  

 

 

 

 

 

 

 

Y Class Shares:

    

Issued

     1,082,854       4,417,735  

Reinvestment of Distributions

     123,042       97,434  

Redemption Fees

     114        

Redeemed

     (11,920,014     (10,279,442
  

 

 

 

 

 

 

 

Decrease in Net Assets derived from Y Class Transactions

     (10,714,004     (5,764,273
  

 

 

 

 

 

 

 

Net Decrease in Net Assets from Capital Share Transactions

     (132,672,309     (242,873,131
  

 

 

 

 

 

 

 

Total Decrease in Net Assets

     (128,876,717     (169,665,293
  

 

 

 

 

 

 

 

Net Assets:

    

Beginning of Year

     1,142,513,339       1,312,178,632  
  

 

 

 

 

 

 

 

End of Year

   $     1,013,636,622     $     1,142,513,339  
  

 

 

 

 

 

 

 

 

(1)

See Note 7 in Notes to Financial Statements.

 

The accompanying notes are an integral part of the financial statements.

 

19


THE ADVISORS’ INNER CIRCLE FUND   

ACADIAN EMERGING

MARKETS PORTFOLIO

    

 

 

FINANCIAL HIGHLIGHTS

 

   Selected Per Share Data & Ratios
   For a Share Outstanding Throughout Each Year
  

 

Years Ended October 31,

 

Investor Class Shares                                                                                                      

   2020   2019   2018   2017   2016

Net Asset Value,

          

Beginning of Year

   $ 19.41     $ 18.35     $ 21.83     $ 17.42     $ 16.12  
  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income from Operations:

          

Net Investment Income*

     0.29       0.39       0.36       0.23       0.19  

Net Realized and Unrealized Gain (Loss)

     0.32       1.00       (3.55     4.51       1.30  
  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total from Operations

     0.61       1.39       (3.19     4.74       1.49  
  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Redemption Fees

     0.00     0.00     0.00     0.00     0.00
  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Dividends and Distributions from:

          

Net Investment Income

     (0.37     (0.33     (0.29     (0.33     (0.19
  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Dividends and Distributions

     (0.37     (0.33     (0.29     (0.33     (0.19
  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Asset Value, End of Year

   $ 19.65     $ 19.41     $ 18.35     $ 21.83     $ 17.42  
  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Return †

     3.04     7.72     (14.85)     27.84     9.43
  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Ratios and Supplemental Data

          

Net Assets, End of Year (Thousands)

   $    674,36   $    625,48   $    789,48   $    739,68   $    1,077,79

Ratio of Expenses to Average Net Assets(1)

     1.40     1.40     1.40     1.42     1.56

Ratio of Net Investment Income to Average Net Assets

     1.56     2.07     1.66     1.23     1.23

Portfolio Turnover Rate

     55     48     32     40     31

 

*

Per share amounts for the period are based on average outstanding shares.

^

Amount was less than $0.005 per share.

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

(1)

The Ratio of Expenses to Average Net Assets excludes the effect of fees paid indirectly. If these expense offsets were included, the ratio would have been the same as the ratio reported.

 

The accompanying notes are an integral part of the financial statements.

 

20


THE ADVISORS’ INNER CIRCLE FUND   

ACADIAN EMERGING

MARKETS PORTFOLIO

    

 

 

FINANCIAL HIGHLIGHTS

 

   Selected Per Share Data & Ratios
   For a Share Outstanding Throughout The Year or Period  Presented

I Class Shares                                                                                  

   2020   2019   2018   2017‡

Net Asset Value, Beginning of Period

     $      19.43       $      18.38       $      21.85       $      17.42  
  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income from Operations:

        

Net Investment Income*

     0.29       0.41       0.42       0.36  

Net Realized and Unrealized Gain (Loss)

     0.35       1.00       (3.56     4.41  
  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total from Operations

     0.64       1.41       (3.14     4.77  
  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Redemption Fees

     0.00     0.00     0.00     0.00
  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Dividends and Distributions from:

        

Net Investment Income

     (0.40     (0.36     (0.33     (0.34
  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Dividends and Distributions

     (0.40     (0.36     (0.33     (0.34
  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Asset Value, End of Period

     $      19.67       $      19.43       $      18.38       $      21.85  
  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Return †

     3.20     7.86     (14.63 )%      28.01
  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Ratios and Supplemental Data

        

Net Assets, End of Period (Thousands)

     $    330,94     $    496,66     $   497,70     $    446,37

Ratio of Expenses to Average Net Assets(1)

     1.24     1.25     1.20     1.21

Ratio of Net Investment Income to Average Net Assets

     1.53     2.13     1.96     1.81

Portfolio Turnover Rate

     55     48     32     40

 

I Class Shares commenced operations on October 31, 2016.

*

Per share amounts for the period are based on average outstanding shares.

^

Amount was less than $0.005 per share.

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

(1)

The Ratio of Expenses to Average Net Assets excludes the effect of fees paid indirectly. If these expense offsets were included, the ratio would have been the same as the ratio reported.

 

The accompanying notes are an integral part of the financial statements.

 

21


THE ADVISORS’ INNER CIRCLE FUND   

ACADIAN EMERGING

MARKETS PORTFOLIO

    

 

 

FINANCIAL HIGHLIGHTS

 

   Selected Per Share Data & Ratios
   For a Share Outstanding Throughout The Year or Period  Presented

Y Class Shares                                                                                                      

   2020   2019   2018   2017‡

Net Asset Value, Beginning of Period

   $       19.40     $       18.34     $       21.85     $       17.42  
  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income from Operations:

        

Net Investment Income*

     0.25       0.43       0.62       0.40  

Net Realized and Unrealized Gain (Loss)

     0.38       0.98       (3.82     4.37  
  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total from Operations

     0.63       1.41       (3.20     4.77  
  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Redemption Fees

     0.00 ^^            0.02        
  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Dividends and Distributions from:

        

Net Investment Income

     (0.40     (0.35     (0.33     (0.34
  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Dividends and Distributions

     (0.40     (0.35     (0.33     (0.34
  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Asset Value, End of Period

   $ 19.63     $ 19.40     $ 18.34     $ 21.85  
  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Return †

     3.15     7.89     (14.81)     28.01
  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Ratios and Supplemental Data

        

Net Assets, End of Period (Thousands)

   $ 8,33   $ 20,36   $ 24,98   $

Ratio of Expenses to Average Net Assets(1)

     1.24     1.25     1.27     0.68% †† 

Ratio of Net Investment Income to Average Net Assets

     1.34     2.26     3.12     2.08

Portfolio Turnover Rate

     55     48     32     40

 

Y Class Shares commenced operations on October 31, 2016.

*

Per share amounts for the period are based on average outstanding shares.

^

Amount rounds to less than one thousand.

^^

Amount was less than $0.005 per share.

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

††

Had assets been contributed, the ratio would have been 1.31%.

(1)

The Ratio of Expenses to Average Net Assets excludes the effect of fees paid indirectly. If these expense offsets were included, the ratio would have been the same as the ratio reported.

 

The accompanying notes are an integral part of the financial statements.

 

22


THE ADVISORS’ INNER CIRCLE FUND   

ACADIAN EMERGING

MARKETS PORTFOLIO

OCTOBER 31, 2020

    

 

NOTES TO FINANCIAL STATEMENTS

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 (the “1940 Act”), as an open-end management investment company with 43 funds. The financial statements herein are those of the Acadian Emerging Markets Portfolio (“Portfolio”), a diversified portfolio. The investment objective of the Portfolio is to seek long-term capital appreciation by investing primarily in common stocks of emerging market country issuers. The financial statements of the remaining portfolios are presented separately. The assets of each portfolio are segregated, and a shareholder’s interest is limited to the portfolio 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 Portfolio. The Portfolio 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. GAAP requires management to make estimates and assumptions that affect the fair value of investments, reported amounts 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 reported 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 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 Portfolio’s Board of Trustees (the “Board”). The Portfolio’s Fair Value Procedures are implemented through a Fair Value Committee (the “Committee”) designated by the Board. Some of the more common

 

23


THE ADVISORS’ INNER CIRCLE FUND   

ACADIAN EMERGING

MARKETS PORTFOLIO

OCTOBER 31, 2020

    

 

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.

For securities that principally trade on a foreign market or exchange, a significant gap in time can exist between the time of a particular security’s last trade and the time at which the Portfolio calculates its net asset values. The closing prices of such securities may no longer reflect their market value at the time the Portfolio calculates its net asset value if an event that could materially affect the value of those securities (a “Significant Event”) has occurred between the time of the security’s last close and the time that the Emerging Markets Portfolio calculates its net asset value. A Significant Event may relate to a single issuer or to an entire market sector. If Acadian Asset Management LLC (the “Adviser”) of the Portfolio becomes aware of a Significant Event that has occurred with respect to a security or group of securities after the closing of the exchange or market on which the security or securities principally trade, but before the time at which the Portfolio calculates its net asset value, it may request that a Committee meeting be called. As of October 31, 2020, the total market value of securities in the Portfolio, valued in accordance with fair value procedures, was $738,796,872 or 72.9% of Net Assets.

The Portfolio uses MarkIt Fair Value (“MarkIt”) as a third party fair valuation vendor. MarkIt provides a fair value for foreign securities in the Portfolio based on certain factors and methodologies (involving, generally, tracking valuation correlations between the U.S. market and each non-U.S. security) applied by MarkIt in the event that there is a movement in the U.S. markets that exceeds a specific threshold established by the Committee. The Committee establishes a “confidence interval” which is used to determine the level of correlation between the value of a foreign security and movements in the U.S. market before a particular security is fair valued when the threshold is exceeded. In the event that the threshold established by the Committee is exceeded on a specific day, the Portfolio values its non-U.S. securities that exceed the applicable “confidence interval” based upon the fair values provided by MarkIt. In such event, it is not necessary to hold a Committee meeting. In the event that the Adviser believes that the fair values provided by MarkIt are not reliable, the Adviser contacts SEI Investments Global Fund Services (the “Administrator”) and may request that a meeting of the Committee be held.

 

24


THE ADVISORS’ INNER CIRCLE FUND   

ACADIAN EMERGING

MARKETS PORTFOLIO

OCTOBER 31, 2020

    

 

If a local market in which the Portfolio own securities is closed for one or more days, the Portfolio shall value all securities held in that corresponding currency based on the fair value prices provided by MarkIt using the predetermined confidence interval discussed above.

In accordance with the authoritative guidance on fair value measurements and disclosure under U.S. GAAP, the Portfolio discloses fair value of their 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 Portfolio has the ability to access at the measurement date;

 

   

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

 

   

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

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

The inputs or methodology used for valuing securities are not necessarily an indication of risk associated with investing in those securities.

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

For details of the investment classification, refer to the Schedule of Investments.

Federal Income Taxes It is the Portfolio’s intention to continue to qualify as regulated investment companies for Federal income tax purposes by complying with

 

25


THE ADVISORS’ INNER CIRCLE FUND   

ACADIAN EMERGING

MARKETS PORTFOLIO

OCTOBER 31, 2020

    

 

the appropriate provisions of Subchapter M of the Internal Revenue Code of 1986, as amended and by distributing to shareholders all of their net investment income and realized gains. Accordingly, no provisions for Federal income taxes have been made in the financial statements.

The Portfolio evaluates tax positions taken or expected to be taken in the course of preparing the Portfolio’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 Portfolio did not record any tax provision in the current period. However, management’s conclusions regarding tax positions taken may be subject to review and adjustment at a later date based on factors including, but not limited to, examination by tax authorities (i.e., the last 3 open tax year ends and current tax year, 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 Portfolio did not have a liability for any unrecognized tax benefits. The Portfolio 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 Portfolio did not incur any interest or penalties.

Security Transactions and Investment Income — Security transactions are accounted for on trade date. 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. Certain dividends from foreign securities will be recorded as soon as the Portfolio is informed of the dividend if such information is obtained subsequent to the ex-dividend date. Interest income is recognized on an accrual basis from settlement date. Discounts and premiums on securities purchased are accreted and amortized using the scientific interest method, which approximates the effective interest method.

Foreign Currency Translation — The books and records of the Portfolio are maintained in U.S. dollars. Investment securities and other assets and liabilities denominated in a foreign currency are translated into U.S. dollars on the date of valuation. The Portfolio does not isolate that portion of realized or unrealized gains and losses resulting from changes in foreign exchange rates from fluctuations arising from changes in the market prices of securities. These gains and losses are included in net realized and unrealized gains and losses on investments on the Statement of Operations. Net realized and unrealized gains and losses on foreign currency transactions represent net foreign exchange gains or losses from foreign currency exchange contracts, disposition of foreign currencies, currency gains or losses realized between trade and

 

26


THE ADVISORS’ INNER CIRCLE FUND   

ACADIAN EMERGING

MARKETS PORTFOLIO

OCTOBER 31, 2020

    

 

settlement dates on securities transactions and the difference between the amount of investment income and foreign withholding taxes recorded on the Portfolio’s books and the U.S. dollar equivalent amounts actually received or paid.

Forward Foreign Currency Exchange Contracts — The Portfolio may enter into forward foreign currency exchange contracts to protect the value of securities held and related receivables and payables against changes in future foreign exchange rates. A forward currency contract is an agreement between two parties to buy and sell currency at a set price on a future date. The market value of the contract will fluctuate with changes in currency exchange rates. The contract is marked-to-market daily using the current forward rate and the change in market value is recorded by the Portfolio as unrealized gain or loss. The Portfolio recognizes realized gains or losses when the contract is closed, equal to the difference between the value of the contract at the time it was opened and the value at the time it was closed. Any realized or unrealized gains (loss) during the period are presented on the Statement of Operations. Risks may arise from unanticipated movements in the value of a foreign currency relative to the U.S. dollar. Risks may also arise upon entering into these contracts from the potential inability of counterparties to meet the terms of their contracts and are generally limited to the amount of unrealized gain on the contracts at the date of default. As of October 31, 2020, the Portfolio did not hold any open forward foreign currency contracts.

Expenses — Most expenses of the Trust can be directly attributed to a particular fund. Expenses that cannot be directly attributed to a particular fund are apportioned among the funds of the Trust based on the number of funds and/or relative net assets.

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

Dividends and Distributions to Shareholders — The Portfolio distributes substantially all of its net investment income, if any, annually. Any net realized capital gains will be distributed at least annually. All distributions are recorded on ex-dividend date.

Redemption Fees — The Portfolio retains a redemption fee of 2.00% on redemptions of capital shares if redeemed within 30 days of purchase. The redemption fee is recorded as an increase to paid-in capital. The redemption fees retained by the Portfolio are reported on the Statements of Changes in Net Assets.

3. Transactions with Affiliates:

Certain officers of the Trust are also officers of the Administrator and/or SEI Investments Distribution Co. (the “Distributor”). Such officers are paid no fees by the Trust, other than the CCO as described below, for serving as officers of the Trust.

 

27


THE ADVISORS’ INNER CIRCLE FUND   

ACADIAN EMERGING

MARKETS PORTFOLIO

OCTOBER 31, 2020

    

 

A portion of the services provided by the Chief Compliance Officer (“CCO”) and his staff, who 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 and fees have been approved by and are reviewed by the Board.

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

The Portfolio and the Administrator are parties to an Administration Agreement, under which the Administrator provides administrative services to the Portfolio. For these services, the Administrator is paid an asset based fee, which will vary depending on the number of share classes and the average daily net assets of the Portfolio. For the year ended October 31, 2020, the Portfolio paid $863,610 for these services.

The Trust and the Distributor are parties to a Distribution Agreement. The Distributor receives no fees under the agreement.

The Portfolio has adopted a shareholder servicing plan under which a shareholder servicing fee of up to 0.25% of average daily net assets of the Investor Class Shares and 0.10% of average daily net assets of the Y Class Shares will be paid to financial intermediaries. Certain brokers, dealers, banks, trust companies and other financial representatives may receive compensation from the Portfolio for providing a variety of services, including record keeping and transaction processing. Such fees are paid by the Portfolio to the extent that the number of accounts serviced by the financial representative multiplied by the account fee charged by the Portfolio’s transfer agent would not exceed the amount that would have been charged had the accounts serviced by the financial representative been registered directly through the transfer agent. All fees in excess of this amount are paid by the Adviser, an affiliate of Old Mutual (US) Holdings, Inc. These fees are disclosed on the Statement of Operations as Shareholder Servicing Fees.

DST Systems, Inc. (the “Transfer Agent”) serves as the transfer agent and dividend disbursing agent for the Portfolio under a transfer agency agreement.

For the year ended October 31, 2020, the Portfolio earned cash management credits of $81,093, which were used to offset transfer agent expenses. This amount is labeled as “Fees Paid Indirectly” on the Statement of Operations.

MUFG Union Bank, N.A. serves as custodian (the “Custodian”) for the Portfolio. The Custodian plays no role in determining the investment policies of the Portfolio or which securities are to be purchased or sold by the Portfolio.

 

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THE ADVISORS’ INNER CIRCLE FUND   

ACADIAN EMERGING

MARKETS PORTFOLIO

OCTOBER 31, 2020

    

 

5. Investment Advisory Agreement:

Under the terms of the investment advisory agreement the Adviser provides investment advisory services to the Portfolio at a fee calculated at an annual rate of 1.00% of the Portfolio’s average daily net assets.

The Adviser has voluntarily agreed to reduce fees and reimburse expenses to the extent necessary to keep total annual fund operating expenses from exceeding 2.50% of the Portfolio’s average daily net assets. The Adviser intends to continue these voluntary fee reductions and expense limitations until further notice, but may discontinue all or part of these fee reductions or expense reimbursements at any time.

6. Investment Transactions:

For the year ended October 31, 2020, the Portfolio made purchases of $562,345,728 and sales of $774,644,609 of investment securities other than long-term U.S. Government and short-term securities. There were no purchases or sales of long-term U.S. Government securities.

7. Share Transactions:

 

    

Year Ended

    October 31,    

2020

          

Year Ended

    October 31,    

2019

 

Investor Class Shares:

       

Issued

                 16,677,455          10,723,414  

Reinvestment of Distributions

     546,468          692,973  

Redeemed

     (15,124,200        (22,212,578
        

Net Increase (Decrease) in Shares Outstanding from Investor Class Share Transactions

     2,099,723          (10,796,191
        

I Class Shares:

       

Issued

     5,371,064                      11,819,476  

Reinvestment of Distributions

     384,016          508,254  

Redeemed

     (14,485,768        (13,852,583
        

Net Decrease in Shares Outstanding from I Class Share Transactions

     (8,730,688        (1,524,853
        

Y Class Shares:

       

Issued

     54,570          231,645  

Reinvestment of Distributions

     5,941          5,492  

Redeemed

     (685,777        (550,109
        

Net Decrease in Shares Outstanding from Y Class Share Transactions

     (625,266        (312,972
        

Net Decrease in Shares Outstanding from Share Transactions

     (7,256,231        (12,634,016
        

 

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THE ADVISORS’ INNER CIRCLE FUND   

ACADIAN EMERGING

MARKETS PORTFOLIO

OCTOBER 31, 2020

    

 

8. Line of Credit:

The Portfolio entered into an agreement which enables it to participate in a $25 million unsecured committed revolving line of credit with MUFG Union Bank N.A., which is set to expire April 7, 2021. The proceeds from the borrowings shall be used to finance the Portfolio’s short term general working capital requirements, including the funding of shareholder redemptions. Interest is charged to the Portfolio based on their borrowings at the current reference rate. For the year ended October 31, 2020, the Portfolio had average borrowings of $16,633,557 over a period of 38 days at a weighted average interest rate of 4.57%. Interest accrued on the borrowings during the period was $80,126. As of October 31, 2020, the Portfolio had no borrowings outstanding.

9. 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 in nature.

The permanent differences primarily consist of foreign currency translations, reclassification of long term capital gain distribution on real estate investment trusts (“REIT’s”) and investments in passive foreign investment companies (“PFIC’s”). There were no permanent differences credited or charged to Paid-in Capital and Distributable Earnings as of October 31, 2020.

The tax character of dividends and distributions declared during the last two fiscal years were as follows:

 

         Ordinary    
Income
     Long-Term
    Capital  Gain    
             Total          

    2020

   $   22,113,122      $             —          $     22,113,122    

    2019

     24,489,375        —            24,489,375    

    As of October 31, 2020, the components of Distributable Earnings on a tax basis were as follows:

 

    Undistributed Ordinary Income

     $ 15,119,194    

    Capital Loss Carryforwards

             (133,591,455)   

    Net Unrealized Appreciation

     145,638,446    

    Other Temporary Differences

     (4)   
  

 

 

 

    Total Distributable Earnings

     $ 27,166,181    
  

 

 

 

 

30


THE ADVISORS’ INNER CIRCLE FUND   

ACADIAN EMERGING

MARKETS PORTFOLIO

OCTOBER 31, 2020

    

 

The Fund has capital losses carried forward as follows:

 

            Short-Term Loss                             Long-Term Loss           

        Total Capital Loss         

Carryforwards

  

    

 

  

 

  

$                                                      133,591,455

   $                                                                 —    $                                     133,591,455   

During the fiscal year ended October 30, 2020 the Portfolio utilized capital loss carryforward to offset capital gains of $5,958,603.

For Federal income tax purposes the difference between Federal tax cost and book cost primarily relates to PFICs and wash sales, which cannot be used for Federal income tax purposes in the current year and have been deferred for use in future years. The Federal tax cost and aggregate gross unrealized appreciation and depreciation on investments, held by the Portfolio at October 31, 2020, were as follows:

 

        Federal Tax        

Cost

  

Aggregated

    Gross Unrealized    

Appreciation

  

Aggregated

    Gross Unrealized    

Depreciation

  

    Net Unrealized    

Appreciation/

(Depreciation)

$                               829,303,032

   $                                     239,508,336    $                                   (93,504,466)    $                                         146,003,870

10. Concentration of Risk:

As with all management investment companies, a shareholder of the Portfolio is subject to the risk that his or her investment could lose money. The Portfolio is subject to the principal risks noted below, any of which may adversely affect the Portfolio’s net asset value (“NAV”) and ability to meet its investment objective.

Active Management Risk – The Portfolio is subject to the risk that the Adviser’s judgments about the attractiveness, value, or potential appreciation of the Portfolio’s investments may prove to be incorrect. If the investments selected and strategies employed by the Portfolio fail to produce the intended results, the Portfolio could underperform in comparison to other funds with similar objectives and investment strategies.

Equity Risk – Since it purchases equity securities, the Portfolio is subject to the risk that stock prices may fall over short or extended periods of time. Historically, the equity markets have moved in cycles, and the value of the Portfolio’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 Portfolio. This risk is greater for small and medium-sized companies, which tend to be more vulnerable to adverse developments than larger companies.

Small Capitalization Company Risk – The smaller capitalization companies that the Fund invests in may be more vulnerable to adverse business or economic events than larger, more

 

31


THE ADVISORS’ INNER CIRCLE FUND   

ACADIAN EMERGING

MARKETS PORTFOLIO

OCTOBER 31, 2020

    

 

established companies. In particular, investments in these small companies may pose additional risks, including liquidity risk, because these companies tend to have limited product lines, markets and financial resources, and may depend upon a relatively small management group. Therefore, 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. The Fund is also subject to the risk that the Adviser’s particular investment style, which focuses on small capitalization stocks, may underperform other segments of the equity market or the equity market as a whole.

Foreign Company Risk – Investing in foreign companies, whether through investments made in foreign markets or made through the purchase of ADRs and GDRs, which are traded on exchanges and represent an ownership in a foreign security, poses additional risks since political and economic events unique to a country or region will affect those markets and their issuers. Political events (civil unrest, national elections, changes in political conditions and foreign relations, imposition of exchange controls and repatriation restrictions), social and economic events (labor strikes, rising inflation) and natural disasters occurring in a country where the Portfolio invests could cause the Portfolio’s investments in that country to experience gains or losses. These risks will not necessarily affect the U.S. economy or similar issuers located in the United States. In addition, investments in foreign companies are generally denominated in a foreign currency. As a result, changes in the value of those currencies compared to the U.S. dollar may affect (positively or negatively) the value of the Portfolio’s investments. These currency movements may occur separately from, and in response to, events that do not otherwise affect the value of the security in the issuer’s home country. While ADRs and GDRs provide an alternative to directly purchasing the underlying foreign securities in their respective national markets and currencies, investments in ADRs and GDRs continue to be subject to many of the risks associated with investing directly in foreign securities.

Emerging Markets Securities Risk – Investments in emerging markets securities are considered speculative and subject to heightened risks in addition to the general risks of investing in non-U.S. securities. Unlike more established markets, emerging markets may have governments that are less stable, markets that are less liquid and economies that are less developed. Securities of foreign companies may not be registered with the U.S. Securities and Exchange Commission (the “SEC”) and foreign companies are generally not subject to the regulatory controls imposed on U.S. issuers and, as a consequence, there is generally less publically available information about foreign securities than is available about domestic securities. Income from foreign securities owned by the Portfolio may be reduced by a withholding tax at the source, which tax would reduce income received from the securities comprising the portfolio. In addition, emerging markets securities may be issued by companies with smaller market capitalizations and may suffer periods of relative illiquidity, significant price volatility, restrictions on foreign investment, and possible restrictions on repatriation of investment income and capital. Furthermore, emerging market governments may have limited ability to raise taxes or authorize appropriations for debt repayment. In addition, foreign investors may be required to register the proceeds of sales, and future economic or political crises could lead to price controls, forced mergers, expropriation or confiscatory taxation, seizure, nationalization or creation of government monopolies.

 

32


THE ADVISORS’ INNER CIRCLE FUND   

ACADIAN EMERGING

MARKETS PORTFOLIO

OCTOBER 31, 2020

    

 

Foreign Currency Risk – Because non-U.S. securities are usually denominated in currencies other than the dollar, the value of the Portfolio’s portfolio may be influenced by currency exchange rates and exchange control regulations. The currencies of emerging market countries may experience significant declines against the U.S. dollar, and devaluation may occur subsequent to investments in these currencies by the Portfolio. Inflation and rapid fluctuations in inflation rates have had, and may continue to have, negative effects on the economies and securities markets of certain emerging market countries.

Geographic Focus Risk – To the extent that it focuses its investments in a particular country or region, the Fund may be more susceptible to economic, political, regulatory or other events or conditions affecting issuers and countries within that country or region. As a result, the Fund may be subject to greater price volatility and risk of loss than a fund holding more geographically diverse investments.

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.

The foregoing is not intended to be a complete discussion of all risks associated with the investment strategies of the Funds. Please refer to the current prospectus for a discussion of the risks associated with investing in the Funds.

11. Other:

As of October 31, 2020, 83% of the Portfolio’s Investor Class Shares outstanding were held by two record shareholders, 79% of the Portfolio’s I Class Shares were held by four record shareholders, and 99% of the Portfolio’s Y Class Shares outstanding were held by four record shareholders. These shareholders were comprised of omnibus accounts that were held on behalf of various shareholders.

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

 

33


THE ADVISORS’ INNER CIRCLE FUND   

ACADIAN EMERGING

MARKETS PORTFOLIO

OCTOBER 31, 2020

    

 

12. Loans of Fund Securities:

The Portfolio may lend fund securities having a market value up to one-third of the Portfolio’s total assets. Such loans are secured by collateral equal to no less than the market value of the loaned securities determined daily. Such collateral will be cash or debt securities issued or guaranteed by the U.S. Government or any agencies. Cash collateral received in connection with these loans is invested in short-term money market instruments. It’s the Portfolio’s policy to obtain additional collateral from or return excess collateral to the borrower by the end of the next business day, following the valuation date of the securities loaned. Therefore, the value of the collateral held may be temporarily less than the value of the securities on loan. Lending securities entails a risk of loss to the Portfolio if and to the extent the market value of the securities loans were to increase and the borrower did not increase the collateral accordingly, and the borrower fails to return the securities. The Portfolio could also experience delays and costs in gaining access to the collateral. The Portfolio bears the risk of any deficiency in the amount of the collateral available for return to the borrower due to any loss on the collateral invested.

During the year and as of October 31, 2020, there were no securities on loan for the Portfolio.

13. New Accounting Pronouncements:

In August 2018, the FASB issued Accounting Standards Update 2018-13, Fair Value Measurement (Topic 820). The new guidance includes additions 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.

14. Subsequent Events:

The Portfolio 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 adjustments were required to the financial statements.

 

34


THE ADVISORS’ INNER CIRCLE FUND   

ACADIAN EMERGING

MARKETS PORTFOLIO

OCTOBER 31, 2020

    

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Trustees of The Advisors’ Inner Circle Fund

and Shareholders of Acadian Emerging Markets Portfolio

Opinion on the Financial Statements

We have audited the accompanying statement of assets and liabilities of Acadian Emerging Markets Portfolio, a series of shares of beneficial interest in The Advisors’ Inner Circle Fund (the “Portfolio”), 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 years in the two-year period then ended, the financial highlights as noted in the table below, 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 Portfolio as of October 31, 2020, and the results of its operations for the year then ended, the changes in its net assets for each of the years in the two-year period then ended and its financial highlights as noted in the table below, in conformity with accounting principles generally accepted in the United States of America.

 

   
Share Class    Financial Highlights
   
Investor Class    For each of the years in the five-year period ended October 31, 2020
   
I Class    For each of the years in the four-year period ended October 31, 2020 and for the one-day period of October 31, 2016 (commencement of share class operations)
   
Y Class    For each of the years in the four-year period ended October 31, 2020 and for the one-day period of October 31, 2016 (commencement of share class operations)

Basis for Opinion

These financial statements are the responsibility of the Portfolio’s management. Our responsibility is to express an opinion on the Portfolio’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 Portfolio in accordance with the U.S. federal securities law 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 audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Portfolio is not required to have, nor were we engaged to perform, an audit of its

 

35


THE ADVISORS’ INNER CIRCLE FUND   

ACADIAN EMERGING

MARKETS PORTFOLIO

OCTOBER 31, 2020

    

 

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 Portfolio’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risk 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. 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

BBD, LLP

We have served as the auditor of one or more of the Funds in The Advisors’ Inner Circle Fund since 2013.

Philadelphia, Pennsylvania

December 28, 2020

 

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THE ADVISORS’ INNER CIRCLE FUND   

ACADIAN EMERGING

MARKETS PORTFOLIO

OCTOBER 31, 2020

    

 

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 a mutual fund’s gross income and directly reduce your final investment return. These expenses are expressed as a percentage of a mutual fund’s average net assets; this percentage is known as a 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 Portfolio/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 shown and held for the entire period (May 1, 2020 to October 31, 2020).

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

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

You can use this information, together with the actual amount you invested in the Portfolio, to estimate the expenses you paid over that period. Simply divide your actual 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 under “Expenses Paid During Period.”

Hypothetical 5% Return. This section helps you compare your Portfolio’s costs with those of other mutual funds. It assumes that the Portfolio had an annual 5% return before expenses during the period, but that the expense ratio (Column 3) for the period 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 Portfolio’s comparative cost by comparing the hypothetical result for your Portfolio in the “Expenses Paid During Period” column with those that appear in the same charts in the shareholder reports for other mutual funds.

 

37


THE ADVISORS’ INNER CIRCLE FUND   

ACADIAN EMERGING

MARKETS PORTFOLIO

OCTOBER 31, 2020

    

 

DISCLOSURE OF FUND EXPENSES (Unaudited)

NOTE: Because the return is set at 5% for comparison purposes — NOT your Portfolio’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*

Investor Class Shares

                                                    

Actual Fund Return

       $1,000.00        $1,173.10        1.40 %       $7.65    

Hypothetical 5% Return

       1,000.00        1,018.10        1.40       7.10          

I Class Shares

                                                    

Actual Fund Return

       $1,000.00        $1,174.30        1.21 %       $6.61           

Hypothetical 5% Return

       1,000.00        1,019.05        1.21       6.14          

Y Class Shares

                                                    

Actual Fund Return

       $1,000.00        $1,174.00        1.22 %       $6.67    

Hypothetical 5% Return

       1,000.00        1,019.00        1.22       6.19          

 

*

Expenses are equal to the Portfolio’s annualized expense ratio multiplied by the average account value over the period, multiplied by 184/366.

 

38


THE ADVISORS’ INNER CIRCLE FUND   

ACADIAN EMERGING

MARKETS PORTFOLIO

OCTOBER 31, 2020

    

 

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 Fund.

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. The Program Administrator’s report also noted that the Board approved a change to the membership of the committee serving as Program Administrator.

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.

 

39


THE ADVISORS’ INNER CIRCLE FUND   

ACADIAN EMERGING

MARKETS PORTFOLIO

OCTOBER 31, 2020

    

 

TRUSTEES AND OFFICERS OF THE ADVISORS’ INNER CIRCLE FUND (Unaudited)

Set forth below are the names, years of birth, positions with the Trust, length of term of office, and the principal occupations for the last five years of each of the persons currently serving as Trustees and Officers of the Trust. Unless otherwise noted, the business address of each Trustee is SEI Investments Company, 1 Freedom Valley Drive, Oaks, Pennsylvania 19456. Trustees who are deemed not to be “interested persons” of the Trust are referred to as “Independent Trustees.” Messrs. Nesher and Klauder

 

            Name and Year of Birth     

Position with Trust

and Length of Time

Served1

 

Principal

Occupation (s)

in the Past Five Years

INTERESTED TRUSTEES 3,4

   

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.

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.
 
INDEPENDENT TRUSTEES 3

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 Europe Limited, Morningstar, Inc., 2007 to 2010. Country Manager – Morningstar UK Limited, Morningstar, Inc., 2005 to 2007.

 

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.

 

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THE ADVISORS’ INNER CIRCLE FUND   

ACADIAN EMERGING

MARKETS PORTFOLIO

OCTOBER 31, 2020

    

 

are Trustees who may be deemed to be “interested” persons of the Trust 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 1-866-226-6161. The following chart lists Trustees and Officers as of October 31, 2020.

Other Directorships

Held in the Past Five Years2

 

 

 

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.

 

 

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.

 

 

 

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.

 

 

 

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.

 

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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 (s)

in the Past Five Years

INDEPENDENT TRUSTEES

(continued)3

Mitchell A. Johnson    Trustee    Retired. Private investor since 1994.
(Born: 1942)    (since 2005)     

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.
Robert Mulhall    Trustee    Partner, Ernst & Young LLP, from 1998 to 2018.
(Born: 1958)    (since 2019)     

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.

George J. Sullivan, Jr.

(Born: 1942)

  

Trustee

(since 1999)

   Retired since 2012. Self-Employed Consultant, Newfound Consultants Inc., 1997 to 2011.

OFFICERS

         

Michael Beattie

(Born: 1965)

  

President

(since 2011)

   Director of Client Service, SEI Investments Company, since 2004.

 

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.

 

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Other Directorships

Held in the Past Five Years2

 

 

 

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.

 

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.

 

 

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.

 

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.

 

 

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. Director of RQSI GAA Systematic Global Macro Fund, Ltd.

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.

 

 

 

None.

 

 

 

43


THE ADVISORS’ INNER CIRCLE FUND   

ACADIAN EMERGING

MARKETS PORTFOLIO

OCTOBER 31, 2020

    

 

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 (s)

in the Past Five Years

     

OFFICERS (continued)

         

James Bernstein

   Vice President and    Attorney, SEI Investments, since 2017.

(Born: 1962)

  

Assistant Secretary

(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.

 

John Bourgeois

(Born: 1973)

  

Assistant Treasurer

(since 2017)

   Fund Accounting Manager, SEI Investments, since 2000.

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

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.

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.

 

44


THE ADVISORS’ INNER CIRCLE FUND   

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OCTOBER 31, 2020

    

 

Other Directorships

Held in the Past Five Years

 

 

 

None.

 

 

None.

 

 

None.

 

 

None.

 

 

None.

 

 

 

45


THE ADVISORS’ INNER CIRCLE FUND   

ACADIAN EMERGING

MARKETS PORTFOLIO

OCTOBER 31, 2020

    

 

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 (s)

in the Past Five Years

     

OFFICERS (continued)

         

Matthew M. Maher

(Born: 1975)

  

Vice President (since

2018)

Secretary (since

2020)

  

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.

 

     

Robert Morrow

(Born: 1968)

  

Vice President

(since 2017)

 

   Account Manager, SEI Investments, since 2007.

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.

 

46


THE ADVISORS’ INNER CIRCLE FUND   

ACADIAN EMERGING

MARKETS PORTFOLIO

OCTOBER 31, 2020

    

 

Other Directorships

Held in the Past Five Years

 

 

 

None.

 

 

None.

 

 

None.

 

 

 

47


THE ADVISORS’ INNER CIRCLE FUND   

ACADIAN EMERGING

MARKETS PORTFOLIO

    

    

 

APPROVAL OF INVESTMENT ADVISORY AGREEMENT (Unaudited)

Board Considerations in Re-Approving the Advisory Agreement.

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

A Board meeting was held on May 19, 2020 via videoconference to decide whether to renew the Agreement for an additional one-year term (the “May Meeting”). The May Meeting was held via videoconference in reliance on relief provided in orders issued by the Securities and Exchange Commission on March 13, 2020 and March 25, 2020 from 1940 Act sections and rules requiring that certain votes of a company’s board of trustees be cast in person due to circumstances related to the current or potential effects of the COVID-19 pandemic. In preparation for the May Meeting, the Trustees requested that the Adviser furnish information necessary to evaluate the terms of the Agreement. Prior to the May Meeting, the Independent Trustees of the Fund met to review and discuss the information provided and submitted a request for additional information to the Adviser, and information was provided in response to this request. The Trustees used this information, as well as other information that the Adviser and other service providers of the Fund presented or submitted to the Board at the May Meeting and other meetings held during the prior year, to help them decide whether to renew the Agreement for an additional year.

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

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

 

48


THE ADVISORS’ INNER CIRCLE FUND   

ACADIAN EMERGING

MARKETS PORTFOLIO

    

    

 

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

Nature, Extent and Quality of Services Provided by the Adviser

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

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

Investment Performance of the Fund and the Adviser

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

 

49


THE ADVISORS’ INNER CIRCLE FUND   

ACADIAN EMERGING

MARKETS PORTFOLIO

    

    

 

Fund were sufficient to support renewal of the Agreement.

  Costs of Advisory Services, Profitability and Economies of Scale

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

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

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

Renewal of the Agreement

Based on the Board’s deliberations and its evaluation of the information described above and other factors and information it believed relevant in the exercise of its reasonable business judgment, the Board, including all of the Independent Trustees, with the assistance of Fund counsel and Independent Trustees’ counsel, unanimously concluded that the terms of the Agreement, including the fees payable thereunder, were fair and reasonable and agreed to renew the Agreement for another year. In its deliberations, the Board did not identify any absence of information as material to its decision, or any particular factor (or conclusion with

 

50


THE ADVISORS’ INNER CIRCLE FUND   

ACADIAN EMERGING

MARKETS PORTFOLIO

    

    

 

respect thereto) or single piece of information that was all-important, controlling or determinative of its decision, but considered all of the factors together, and each Trustee may have attributed different weights to the various factors (and conclusions with respect thereto) and information.

 

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THE ADVISORS’ INNER CIRCLE FUND   

ACADIAN EMERGING

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OCTOBER 31, 2020

    

 

  NOTICE TO SHAREHOLDERS (Unaudited)

        

 

Long-Term

Capital

Gain

 

Ordinary

Income

Distributions

   

Total

Distributions

   

Qualifying

For Corporate

Dividends

Rec.

Deduction(1)

   

Qualifying

Dividend

Income(2)

    U.S.    

Interest

Related

Dividend(4)

   

Short Term

Capital Gain

Dividends(5)

   

Foreign Tax

Credit(6)

 

 

 

0.00%      

    100.00%         100.00%         1.39%         100.00%           0.00%       0.00%         0.00%          13.92%  

 

(1)

Qualifying dividends represent dividends which qualify for the corporate dividend received deduction and are 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 Portfolio to designate the maximum amount permitted by 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. Generally, interest from direct U.S. Government obligations is exempt from state income tax. However, for shareholders of the Portfolio 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” as created by the American Jobs Creation Act of 2004 and is reflected as a percentage of net investment income distributions that is exempt 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” as created by the American Jobs Creation Act of 2004 and is reflected as a percentage of short-term capital gain distributions that is exempt from U.S. withholding tax when paid to foreign investors.

 

(6)

The percentage in this column represents the amount of “Qualifying Foreign Taxes” as a percentage of ordinary distributions during the fiscal year ended October 31, 2020. The Fund intends to pass through a Foreign Tax Credit to shareholders for fiscal year ended 2020. The total amount of foreign source income is $19,183,580. The total amount of foreign tax paid is $3,575,548. Your allocation share of the foreign tax credit will be reported on form 1099-DIV.

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

 

52


Acadian Funds

P.O. Box 219009

Kansas City, MO 64121

1-866-AAM-6161

Adviser:

Acadian Asset Management LLC

260 Franklin Street

Boston, MA 02110

Distributor:

SEI Investments Distribution Co.

1 Freedom Valley Drive

Oaks, PA 19456

Administrator:

SEI Investments Global Funds Services

1 Freedom Valley Drive

Oaks, PA 19456

Legal Counsel:

Morgan, Lewis & Bockius LLP

1701 Market Street

Philadelphia, PA 19103

This information must be preceded or accompanied by a current prospectus for the Portfolio described.

ACA-AR-001-1900


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