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

Emerging Markets Equity Fund

ANNUAL REPORT TO SHAREHOLDERS

October 31, 2020

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

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

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

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


LOGO

MANAGER’S DISCUSSION AND ANALYSIS OF FUND PERFORMANCE

(Unaudited)

The total net of fees return of the LSV Emerging Markets Equity Fund, the benchmark MSCI Emerging Markets Index and the MSCI Emerging Markets Value Index for the trailing periods ending October 31, 2020 were as follows:

 

        One Year           Since Inception    

  LSV Emerging

   

  Markets Equity Fund

   

  Institutional Class

  -8.67%   -3.47%

  Shares*

   

  Benchmark:

   

  MSCI Emerging

   

  Markets

  8.25%   7.77%

  Value Benchmark

   

  MSCI Emerging

   

  Markets Value

  -8.47%   -4.28%

* Periods longer than one year are annualized; Commenced operations January 17, 2019; net of fees.

Institutional Class Shares performance as of 9/30/20: -5.35% (1-year) and -3.57% (Since Inception). The performance data quoted represents past performance. Past performance does not guarantee future results. The investment return and principal value of an investment will fluctuate so that an investor’s shares when redeemed, may be worth more or less than their original cost and current performance may be lower or higher than the performance quoted. For performance data current to the most recent month end, please call 888-FUND-LSV (888-386-3578).

Coming into 2020, global equities were trading near all-time highs thanks to improved economic data, continued support from global central banks and the U.S. ‘phase one’ trade resolution with China. The seemingly calm and optimistic environment for equity markets, however abruptly shifted course as the COVID-19 global pandemic took center stage, wreaking havoc on markets. Despite the short-term economic toll due to COVID-19, investors have proven willing to look past the short-term impact, dismissing much of the bleak data, and the market recorded solid returns for the trailing twelve months on the back of optimistic COVID-19 vaccine news and historic levels monetary and fiscal stimulus. The MSCI Emerging Markets Index was up 8.25% (in USD). From a style perspective, emerging markets value stocks dramatically underperformed across all market capitalization segments based on the MSCI Indices—the MSCI Emerging Markets Value Index was down -8.47% while the MSCI Emerging Markets Growth Index was up 25.97% (both in USD). The difference in returns between the MSCI Emerging Markets Value and MSCI Emerging Markets Growth over this period of -34.44% was one of the worst on record for the MSCI Indices dating back to 1999. The LSV Emerging Markets Equity Fund, Institutional Class Shares, was down -8.67% for the period. From a sector perspective, Consumer Discretionary, Communication Services and Information Technology stocks outperformed while Energy, Utilities and Financials lagged.

The historically difficult environment for value stocks was the root cause of the poor relative performance for the trailing twelve month period. Cheaper stocks based on cash flow and earnings measures, which we favor, significantly lagged for the period and the Fund’s emphasis on buying and holding stocks that are attractive on these measures detracted from relative performance results. In addition, smaller capitalization stocks dramatically underperformed large cap stocks in the emerging markets space over the period and the Fund’s smaller capitalization bias versus the benchmark also had a negative impact on relative performance. Attribution analysis further indicates that both stock and sector selection detracted from relative returns over the period. Stock selection losses were concentrated in the Communication Services, Consumer Discretionary and Technology sectors as names within the Integrated Telecommunication, Auto Manufacturing and Semiconductor Equipment

 

1


LOGO

MANAGER’S DISCUSSION AND ANALYSIS OF FUND PERFORMANCE

(Unaudited)

 

industries lagged. Not owning a number of expensive names in the Interactive Media & Services and Internet & Direct Marketing Retail industries also detracted. From a sector perspective, relative losses were largely due to our underweight position in the Consumer Discretionary sector as well as our overweight to Industrials stocks. Top individual contributors included overweight positions in Great Wall Motor, Persistent Systems, Korea United Pharmaceuticals and I Got Games. Not holding Petrobras, Banco Bradesco and Itaú Unibanco also added value. Main individual detractors included overweights to HEC Pharmaceutical, China Mobile, Banrisul, Banco do Brasil and PICC Property & Casualty. Not owning Alibaba, Tencent, Taiwan Semiconductor, JD.com and Meituan Dianping also significantly detracted.

The Fund continues to trade at a significant discount to the overall market as well as to the value benchmark. The Fund is trading at 8.9x forward earnings compared to 17.6x for the MSCI Emerging Markets Index, 0.9x book value compared to 1.8x for the MSCI Emerging Markets Index and 5.6x cash flow compared to 12.3x for the MSCI Emerging Markets Index. Sector weightings are a result of our bottom-up stock selection process, subject to constraints at the sector and industry levels. The Fund is currently overweight Health Care, Industrials and Utilities while underweight the Consumer Discretionary, Communication Services and Financials sectors.

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

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

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

The MSCI Emerging Markets Index is a market capitalization weighted index designed to provide a broad measure of equity-market performance throughout the emerging markets.

The MSCI Emerging Markets Value Index captures large and mid-cap securities exhibiting overall value style characteristics across the emerging markets.

The MSCI Emerging Markets Growth Index captures large and mid-cap securities exhibiting overall growth style characteristics across the emerging markets.

The MSCI Emerging Markets Small Cap Index is an index designed to provide a broad measure of performance throughout the emerging markets of companies with small market capitalization.

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

 

2


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

LSV Emerging Markets Equity Fund, Institutional Class Shares, versus the MSCI Emerging Markets Index

 

     Average Annual Total  Return
for the period ended October 31, 2020
     One Year    
Return    
  

Annualized    
Inception to Date(1)    

LSV Emerging Markets Equity Fund, Institutional Class Shares 

   -8.67%        -3.47%    

LSV Emerging Markets Equity Fund, Investor Class Shares (2) 

   -8.83%        -3.56%    

MSCI Emerging Markets Index 

   8.25%        7.77%    

 

LOGO

 

*

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

 

(1)

The LSV Emerging Markets Equity Fund Commenced operations on January 17, 2019.

 

(2)

Investor Class Shares commenced operations on January 17, 2019. Institutional Class Shares’ performance was adjusted to reflect the 12b-1 fees applicable to the Investor Class Shares.

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

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

See definition of comparative indices on page 2.

 

3


October 31, 2020

 

Sector Weightings (Unaudited)†:

 

LOGO

† Percentages are based on total investments.

Schedule of Investments

LSV Emerging Markets Equity Fund

 

                                 
     Shares      Value (000)  

Foreign Common Stock (93.6%)

 

Brazil (2.2%)  

Banco do Brasil

     4,800      $ 25  

Camil Alimentos

     22,500        47  

EDP - Energias do Brasil

     9,200        27  

JBS

     8,600        29  

Qualicorp Consultoria e

     

Corretora de Seguros

     3,000        17  
     

 

 

 
        145  
     

 

 

 
Chile (0.8%)  

AES Gener

     138,500        21  

Enel Americas

     255,318        34  
     

 

 

 
        55  
     

 

 

 
China (5.6%)  

Baidu ADR*

     1,060        141  

China CITIC Bank, Cl H

     108,000        44  

Great Wall Motor, Cl H

     63,500        103  

Kunlun Energy

     46,000        30  

Powerlong Real Estate Holdings

     54,000        37  

Shanghai Pharmaceuticals Holding, Cl H

     15,600        24  
     

 

 

 
        379  
     

 

 

 
Colombia (0.5%)  

Interconexion Electrica ESP

     6,100        32  
     

 

 

 
Czech Republic (0.4%)  

Philip Morris CR

     40        23  
     

 

 

 
Egypt (0.8%)  

Eastern SAE

     42,000        32  
                                 
LSV Emerging Markets Equity Fund  
     Shares      Value (000)  
Egypt (continued)              

ElSewedy Electric

     37,200      $ 18  
     

 

 

 
        50  
     

 

 

 
Greece (0.2%)              

Motor Oil Hellas Corinth Refineries

     1,400        13  
     

 

 

 
Hong Kong (30.9%)              

3SBio*

     26,000        24  

Agile Group Holdings

     22,000        30  

Air China, Cl H

     38,000        25  

Anhui Conch Cement, Cl H

     7,500        47  

Asia Cement China Holdings

     33,500        31  

BAIC Motor, Cl H

     101,000        38  

Bank of Communications, Cl H

     79,000        39  

Beijing Enterprises Holdings

     9,000        27  

China BlueChemical

     90,000        13  

China Everbright

     32,000        42  

China Everbright Bank, Cl H

     127,000        44  

China Hongqiao Group

     63,000        46  

China Lesso Group Holdings

     31,000        50  

China Longyuan Power Group, Cl H

     79,000        54  

China Medical System Holdings

     44,000        46  

China Minsheng Banking, Cl H

     88,500        49  

China Mobile

     19,500        119  

China Pacific Insurance Group, Cl H

     12,800        40  

China Petroleum & Chemical, Cl H

     98,000        38  

China Railway Group, Cl H

     104,000        48  

China Reinsurance Group, Cl H

     160,000        15  

China Suntien Green Energy, Cl H

     173,000        40  

China Telecom, Cl H

     144,000        45  

China Traditional Chinese Medicine Holdings

     46,000        18  

China Yongda Automobiles Services Holdings

     33,500        48  

Chinasoft International

     70,000        51  

CNOOC

     29,000        27  

Country Garden Holdings

     36,000        45  

Dongfeng Motor Group, Cl H

     42,000        30  

Far East Horizon

     38,000        37  

FIT Hon Teng

     63,000        25  

Guangzhou Baiyunshan Pharmaceutical Holdings, Cl H

     18,000        43  
 

 

The accompanying notes are an integral part of the financial statements

 

4


Schedule of Investments

October 31, 2020

                                 

LSV Emerging Markets Equity Fund

 
     Shares      Value (000)  
Hong Kong (continued)         

Guangzhou R&F Properties

     17,600      $ 22  

Haier Electronics Group

     13,000        49  

Hengan International Group

     5,000        35  

IGG

     51,000        55  

Jiangsu Expressway, Cl H

     30,000        30  

Kingboard Laminates Holdings

     36,000        58  

Lonking Holdings

     107,000        29  

Luye Pharma Group

     60,500        35  

NetDragon Websoft Holdings

     7,500        16  

Nine Dragons Paper Holdings

     43,000        58  

People’s Insurance Group of China, Cl H

     161,000        48  

PICC Property & Casualty, Cl H

     58,000        39  

Shougang Fushan Resources Group

     85,364        20  

Sinopec Engineering Group, Cl H

     30,000        12  

Sinopharm Group, Cl H

     18,400        42  

Sinotruk Hong Kong

     19,000        49  

SITC International Holdings

     29,000        45  

SSY Group

     34,000        19  

TCL Electronics Holdings

     67,000        46  

Want Want China Holdings

     38,000        25  

YiChang HEC ChangJiang Pharmaceutical, Cl H

     19,600        24  

Yuexiu Transport Infrastructure

     40,000        22  

Zhejiang Expressway, Cl H

     40,000        27  
     

 

 

 
        2,079  
     

 

 

 
Hungary (0.4%)         

Magyar Telekom Telecommunications

     26,200        29  
     

 

 

 
India (8.5%)         

Aurobindo Pharma

     4,600        48  

Cyient

     5,900        32  

Gujarat State Fertilizers & Chemicals

     15,900        15  

HCL Technologies

     9,000        102  

Indiabulls Housing Finance

     3,100        6  

JK Paper

     9,500        11  

Jubilant Life Sciences

     4,400        43  

KPIT Technologies

     10,100        13  

Mphasis

     3,700        69  

NMDC

     25,000        28  

Oil & Natural Gas

     24,100        21  

Persistent Systems

     2,038        32  

Power Finance

     19,900        23  

Power Grid Corp of India

     15,500        36  

REC

     19,400        27  
                                 

LSV Emerging Markets Equity Fund

 
     Shares      Value (000)  
India (continued)         

Sonata Software

     7,500      $ 32  

Torrent Power

     8,700        37  
     

 

 

 
        575  
     

 

 

 
Indonesia (1.9%)         

Bank Negara Indonesia Persero

     67,200        21  

Bukit Asam

     81,200        11  

Matahari Department Store

     142,600        10  

Telekomunikasi Indonesia Persero

     277,600        49  

United Tractors

     19,600        28  

Waskita Beton Precast

     814,500        9  
     

 

 

 
        128  
     

 

 

 
Malaysia (1.1%)         

AMMB Holdings

     41,300        28  

Bermaz Auto

     49,200        14  

RHB Bank

     30,600        31  
     

 

 

 
        73  
     

 

 

 
Mexico (1.6%)         

Fibra Uno Administracion

     20,400        15  

Grupo Financiero Banorte, Cl O*

     10,000        45  

Grupo Mexico

     17,400        50  
     

 

 

 
        110  
     

 

 

 
Philippines (1.8%)         

Globe Telecom

     1,400        59  

Metro Pacific Investments

     388,200        32  

PLDT

     1,200        33  
     

 

 

 
        124  
     

 

 

 
Poland (1.4%)         

Cyfrowy Polsat

     8,120        51  

Polskie Gornictwo Naftowe i Gazownictwo

     15,700        17  

Powszechny Zaklad Ubezpieczen

     4,300        23  
     

 

 

 
        91  
     

 

 

 
Qatar (0.4%)         

Ooredoo QPSC

     15,900        29  
     

 

 

 
Russia (1.9%)         

Gazprom PJSC ADR

     11,300        43  

LUKOIL PJSC ADR

     800        41  
 

 

The accompanying notes are an integral part of the financial statements

 

5


Schedule of Investments

October 31, 2020

                                 

LSV Emerging Markets Equity Fund

 
     Shares      Value (000)  
Russia (continued)         

Mobile TeleSystems PJSC ADR

     5,800      $ 46  
     

 

 

 
        130  
     

 

 

 
Singapore (0.4%)         

Yangzijiang Shipbuilding Holdings

     42,100        29  
     

 

 

 
South Africa (2.5%)         

Absa Group

     5,600        30  

African Rainbow Minerals

     2,800        39  

Aspen Pharmacare Holdings

     2,400        15  

Astral Foods

     1,500        11  

Exxaro Resources

     3,700        25  

Imperial Logistics

     5,300        11  

MTN Group

     7,200        26  

Telkom SOC

     7,500        12  
     

 

 

 
        169  
     

 

 

 
South Korea (15.3%)         

Daelim Industrial

     300        21  

DB Insurance

     400        16  

DongKook Pharmaceutical

     2,500        53  

Hana Pharm

     1,100        22  

Huons

     900        45  

Hyundai Glovis

     240        36  

Hyundai Greenfood

     4,100        26  

Hyundai Home Shopping Network

     500        31  

Hyundai Marine & Fire Insurance

     800        16  

Kginicis

     1,700        28  

Kia Motors

     1,300        58  

KT&G

     500        36  

LG

     700        42  

Maeil Dairies

     400        23  

S&T Motiv

     900        40  

Samjin Pharmaceutical

     270        6  

Samsung Electronics

     6,500        327  

SFA Engineering

     700        23  

Shinhan Financial Group

     1,600        43  

Silicon Works

     800        32  

SK Telecom

     200        38  

Value Added Technology

     1,400        26  

Vieworks

     1,700        43  
     

 

 

 
        1,031  
     

 

 

 
Taiwan (11.1%)         

Cathay Financial Holding

     25,859        35  

China Life Insurance

     60,064        40  

Chipbond Technology

     15,000        33  
                                 
LSV Emerging Markets Equity Fund  
     
     Shares      Value (000)  
Taiwan (continued)         

FLEXium Interconnect

     9,000      $ 37  

Fubon Financial Holding

     42,000        59  

Globalwafers

     4,000        58  

Hon Hai Precision Industry

     11,000        30  

Pou Chen

     36,000        32  

Primax Electronics

     14,000        22  

Radiant Opto-Electronics

     13,000        51  

Simplo Technology

     4,000        44  

Sino-American Silicon Products

     13,000        45  

Topco Scientific

     10,000        40  

Tripod Technology

     11,000        44  

Wistron

     50,000        50  

Yuanta Financial Holding

     124,800        77  

Zhen Ding Technology Holding

     11,000        47  
     

 

 

 
        744  
     

 

 

 
Thailand (1.3%)         

Krung Thai Bank

     96,200        27  

Quality Houses

     394,900        26  

Vinythai

     45,000        35  
     

 

 

 
        88  
     

 

 

 
Turkey (1.1%)         

Coca-Cola Icecek

     9,000        48  

Turkiye Sise ve Cam Fabrikalari

     35,400        26  
     

 

 

 
        74  
     

 

 

 
United Arab Emirates (0.8%)         

Aldar Properties PJSC

     70,700        53  
     

 

 

 
United Kingdom (0.7%)         

MMC Norilsk Nickel PJSC ADR

     2,000        48  
     

 

 

 
TOTAL FOREIGN COMMON STOCK         

(Cost $7,069)

        6,301  
     

 

 

 
Foreign Preferred Stock (1.9%)         
Brazil (1.7%)**         

Banco do Estado do Rio Grande do Sul

     7,900        16  

Cia Paranaense de Energia

     4,600        49  

Itausa

     15,000        24  

Telefonica Brasil

     3,900        29  
     

 

 

 
        118  
     

 

 

 
 

 

The accompanying notes are an integral part of the financial statements

 

6


Schedule of Investments

October 31, 2020

                                 
LSV Emerging Markets Equity Fund  
     
     Shares      Value (000)  
Colombia (0.2%)**         

Banco Davivienda

     1,700      $ 12  
     

 

 

 
TOTAL FOREIGN PREFERRED STOCK         

(Cost $203)

        130  
     

 

 

 
     Face Amount
(000)
        

Repurchase Agreement (1.7%)

South Street Securities 0.030%, dated 10/30/20, to be repurchased on 11/02/20, repurchase price $116 (collateralized by various U.S. Treasury obligations, ranging in par value $0 - $118, 0.125% - 0.375%, 03/31/22 - 10/15/25; total market value $119)

   $ 116        116  
     

 

 

 
TOTAL REPURCHASE AGREEMENT         

(Cost $116)

        116  
     

 

 

 
Total Investments – 97.2%         

(Cost $7,388)

      $       6,547  
     

 

 

 

Percentages are based on Net Assets of $6,734 (000).

 

*

Non-income producing security.

**

No rate available.

ADR — American Depositary Receipt

Cl — Class

PJSC — Public Joint Stock Company

The following is a list of the inputs used as of October 31, 2020, in valuing the Fund’s investments carried at value ($000):

 

Investments in
  Securities    
       Level 1              Level 2              Level 3              Total      

Foreign Common Stock

           

Brazil

   $ 145      $      $       –      $ 145  

Chile

     55                      55  

China

     141        238               379  

Colombia

     32                      32  

Czech Republic

            23               23  

Egypt

            50               50  

Greece

            13               13  

Hong Kong

            2,079               2,079  

Hungary

            29               29  

India

            575               575  

Indonesia

            128               128  

Malaysia

            73               73  

Mexico

     110                      110  

Philippines

            124               124  

Poland

            91               91  

Qatar

            29               29  

Russia

     130                      130  

Singapore

            29               29  

South Africa

            169               169  

South Korea

            1,031               1,031  

Taiwan

            744               744  

Thailand

            88               88  

Turkey

            74               74  

United Arab Emirates

            53               53  

United Kingdom

     48                      48  

 

  

 

 

    

 

 

    

 

 

    

 

 

 

Total Foreign

           

Common Stock

     661        5,640               6,301  

 

  

 

 

    

 

 

    

 

 

    

 

 

 

Foreign Preferred Stock

           

Brazil

     118                      118  

Colombia

     12                      12  

 

  

 

 

    

 

 

    

 

 

    

 

 

 

Total Foreign
Preferred Stock

     130                      130  

 

  

 

 

    

 

 

    

 

 

    

 

 

 

Total

Repurchase

Agreement

            116               116  

 

  

 

 

    

 

 

    

 

 

    

 

 

 

Total Investments in Securities

   $       791      $       5,756      $      $       6,547  

 

  

 

 

    

 

 

    

 

 

    

 

 

 

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

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

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

 

 

The accompanying notes are an integral part of the financial statements

 

7


Statement of Assets and Liabilities (000)

October 31, 2020

 

      LSV Emerging
Markets
Equity Fund
 

Assets:

  

Investments at Value (Cost $7,388)

   $           6,547  

Foreign Currency, at Value (Cost $191)

     186  

Cash

     1  

Dividends and Interest Receivable

     11  

Receivable due from Investment Adviser

     7  

Receivable for Investment Securities Sold

     5  

Reclaim Receivable

     1  

Prepaid Expenses

     8  

Total Assets

     6,766  

Liabilities:

  

Payable to Custodian

     10  

Payable for Investment Securities Purchased

     3  

Payable due to Administrator

      

Payable for Pricing Fees

     2  

Payable due to Transfer Agent

     6  

Payable for Printing Expenses

     3  

Payable due to Trustees

      

Payable due to Distributor

      

Payable due to Chief Compliance Officer

      

Accrued Foreign Gains Tax

     7  

Other Accrued Expenses

     1  

Total Liabilities

     32  

Net Assets

   $ 6,734  
   

Net Assets Consist of:

  

Paid-in Capital

   $ 7,386  

Total distributable loss

     (652

Net Assets

   $ 6,734  
   
   

Net Asset Value, Offering and Redemption Price Per Share — Institutional Class Shares ($6,384 ÷ 700,802 shares)(1)

   $ 9.11  
   

Net Asset Value, Offering and Redemption Price Per Share — Investor Class Shares ($350 ÷ 38,419 shares)(1)

   $ 9.10
   
   

 

(1)

Shares have not been rounded.

*

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

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

 

The accompanying notes are an integral part of the financial statements

 

8


Statement of Operations (000)

For the period ended October 31, 2020

 

      LSV Emerging
Markets
Equity Fund
 

Investment Income:

  

Dividend Income

   $           291  

Interest Income

     1  

Foreign Taxes Withheld

     (32

Total Investment Income

     260  

Expenses:

  

Investment Advisory Fees

     64  

Administration Fees

     4  

Chief Compliance Officer Fees

     1  

Trustees’ Fees

      

Distribution Fees - Investor Class

     1  

Custodian Fees

     44  

Transfer Agent Fees

     35  

Registration and Filing Fees

     29  

Offering Costs

     11  

Printing Fees

     9  

Professional Fees

     1  

Insurance and Other Fees

     7  

Total Expenses

     206  

Less: Waiver of Investment Advisory Fees

     (64

Less: Reimbursement of Expenses from Investment Adviser

     (64

Less: Fees Paid Indirectly — (see Note 4)

      

Net Expenses

     78  

Net Investment Income

     182  

Net Realized Gain on Investments

     74  

Net Realized Loss on Forward Foreign Currency Contract

      

Net Realized Loss on Foreign Currency Transactions

     (17

Foreign Capital Gains tax on Appreciated Securities

     (7

Net Change in Unrealized Appreciation (Depreciation) on Investments

     (792

Net Change in Unrealized Appreciation (Depreciation) on Foreign Currency Translation

     (6

Net Realized and Unrealized Loss on Investments

     (748

Net Decrease in Net Assets Resulting from Operations

   $ (566
   

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

 

The accompanying notes are an integral part of the financial statements

 

9


Statements of Changes in Net Assets (000)

For the period or year ended October 31, 2020

     LSV Emerging Markets
Equity Fund
 
      11/1/2019 to
10/31/2020
    01/17/2019* to
10/31/2019
 

Operations:

    

Net Investment Income

   $ 182     $ 160  

Net Realized Gain on Investments and Foreign Currency Transactions

     57       12  

Net Change in Unrealized Appreciation (Depreciation) on Investments and Foreign Currency Translation

     (805     (48

 

Net Increase (Decrease) in Net Assets Resulting from Operations

 

     (566     124  

Distributions

    

Institutional Class Shares

     (204      

Investor Class Shares

     (6      

 

Total Distributions

 

  

 

 

 

 

(210

 

 

 

   

 

 

 

 

 

 

 

Capital Share Transactions:

    

Institutional Class Shares:

    

Issued

     623       6,297  

Reinvestment of Dividends and Distributions

     204        

Redeemed

     (95      

 

Net Increase from Institutional Class Shares Transactions

 

  

 

 

 

 

732

 

 

 

 

 

 

 

 

 

6,297

 

 

 

 

Investor Class Shares:

    

Issued

     210       179  

Reinvestment of Dividends and Distributions

     6        

Redeemed

     (38      

 

Net Increase from Investor Class Shares Transactions

 

  

 

 

 

 

178

 

 

 

 

 

 

 

 

 

179

 

 

 

 

 

Net Increase in Net Assets Derived from Capital Share Transactions

 

     910       6,476  

 

Total Increase in Net Assets

 

  

 

 

 

 

134

 

 

 

 

 

 

 

 

 

6,600

 

 

 

 

Net Assets:

    

Beginning of Period/Year

     6,600        

 

End of Period/Year

 

  

 

$

 

 

        6,734

 

 

 

 

 

 

$

 

 

        6,600

 

 

 

 

   

Shares Transactions:

    

Institutional Class:

    

Issued

     67       624  

Reinvestment of Dividends and Distributions

     20        

Redeemed

     (10      

 

Total Institutional Class Share Transactions

 

  

 

 

 

 

77

 

 

 

 

 

 

 

 

 

624

 

 

 

 

Investor Class:

    

Issued

     23       18  

Reinvestment of Dividends and Distributions

     1        

Redeemed

     (4      

 

Total Investor Class Share Transactions

 

  

 

 

 

 

20

 

 

 

 

 

 

 

 

 

18

 

 

 

 

 

Net Increase in Shares Outstanding

 

  

 

 

 

 

97

 

 

 

 

 

 

 

 

 

642

 

 

 

 

   

* Commenced operations on January 17, 2019.

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

 

The accompanying notes are an integral part of the financial statements

 

10


Financial Highlights

For a share outstanding throughout the period or year ended October 31, 2020

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

 

                           
LSV Emerging Markets Equity Fund                                                              

Institutional Class Shares

 

               

2020

  $ 10.28     $ 0.26     $ (1.11   $ (0.85   $ (0.31   $ (0.01   $ (0.32   $ 9.11       (8.67 )%      $6,384       1.19     3.20     2.85     19

2019**

    10.00       0.27       0.01       0.28                         10.28       2.80       6,416       1.20       4.20       3.38       5 ‡ 

Investor Class Shares

 

               

2020

  $ 10.28     $ 0.25     $ (1.12   $ (0.87   $ (0.30   $ (0.01   $ (0.31   $ 9.10       (8.83 )%      $350       1.45     3.50     2.79     19

2019**

    10.00       0.15       0.13       0.28                         10.28       2.80       184       1.48 (2)      3.89       1.92       5 ‡ 

 

**

Commenced operations on January 17, 2019. All ratios for the period have been annualized.

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

Portfolio turnover rate is for the period indicated and has not been annualized.

(1)

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

(2)

Ratio reflects the impact of the low level of average Net Assets. Under normal asset levels, the ratio of expenses to Average Net Assets would have been 1.45%.

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

 

The accompanying notes are an integral part of the financial statements

 

11


Notes to Financial Statements

October 31, 2020

1.  Organization:

The Advisors’ Inner Circle Fund (the “Trust”) is organized as a Massachusetts business trust under an Amended and Restated Agreement and Declaration of Trust dated February 18, 1997. The Trust is registered under the Investment Company Act of 1940, as amended, as an open-end management investment company with 43 funds. The financial statements herein are those of the LSV Emerging Markets Equity Fund, a diversified Fund (the “Fund”). The Fund seeks long-term growth of capital by investing in undervalued stocks which are out of favor in the market. The Fund commenced operations on January 17, 2019, offering Institutional Class Shares and Investor Class Shares. The financial statements of the remaining funds of the Trust are not presented herein, but are presented separately. The assets of each fund are segregated, and a shareholder’s interest is limited to the fund in which shares are held.

2.  Significant Accounting Policies:

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

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

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

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

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

The Fund uses MarkIt Fair Value (“MarkIt”) as a third party fair valuation vendor. MarkIt provides a fair value for foreign securities in the Fund based

 

 

12


Notes to Financial Statements

October 31, 2020

 

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 Fund 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 the Fund’s Administrator and can request that a meeting of the Committee be held. As of October 31, 2020, there were no securities valued in accordance with Fair Value Procedures. If a local market in which the Fund owns securities is closed for one or more days, the Fund shall value all securities held in that corresponding currency based on the fair value prices provided by 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 Fund discloses fair value of its investments in a hierarchy that prioritizes the inputs to valuation techniques used to measure the fair value. The objective of a fair value measurement is to determine the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (an exit price). Accordingly, the fair value hierarchy gives the highest priority to quoted prices unadjusted in active markets for priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy are described below:

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

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

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

Investments are classified within the level of the lowest

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

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

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

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

As of and during the year ended October 31, 2020, the Fund did not have a liability for any unrecognized tax benefits. The Fund recognizes interest and penalties, if any, related to unrecognized tax benefits as income tax expense in the Statement of Operations. During the year ended October 31, 2020, the Fund did not incur any interest or penalties.

Security transactions are accounted for on trade date for financial reporting purposes. Costs used in determining realized gains or losses on the sale of investment securities are based on the specific identification method. Dividend income is recorded on the ex-dividend date. Interest income is recognized on the accrual basis from settlement date. Certain dividends from foreign securities will be recorded as soon as the Fund is informed of the dividend if such information is obtained subsequent to the ex-dividend date.

 

 

13


Notes to Financial Statements

October 31, 2020

 

Investments in Real Estate Investment Trusts (REITs) — With respect to the Fund, dividend income is recorded based on the income included in distributions received from the REIT investments using published REIT reclassifications including some management estimates when actual amounts are not available. Distributions received in excess of this estimated amount are recorded as a reduction of the cost of investments or reclassified to capital gains. The actual amounts of income, return of capital, and capital gains are only determined by each REIT after its fiscal year-end, and may differ from the estimated amounts.

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

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

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

 

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

South Street
Securities

   $           116      $           116      $                   -        $                   -    

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

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

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

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

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

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

Offering Costs — Offering costs, including costs of printing initial prospectus, legal and registration fees, are amortized over twelve-months from inception of the Fund. As of October 31, 2020, the remaining amount still to be amortized was $0.

3. Transactions with Affiliates:

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

 

 

14


Notes to Financial Statements

October 31, 2020

 

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

4. Administration, Distribution, Transfer Agency and Custodian Agreements:

The Fund, along with other series of the Trust advised by LSV Asset Management (the “Adviser”), and the Administrator are parties to an Administration Agreement, under which the Administrator provides administrative services to the Fund. For these services, the Administrator is paid an asset based fee, subject to certain minimums, which will vary depending on the number of share classes and the average daily net assets of the Fund. For the year ended October 31, 2020, the Fund paid $3,517 for these services.

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

The Fund has adopted a distribution plan under the Rule 12b-1 under the 1940 Act for Investor Class Shares that allows the Fund to pay distribution and service fees for the sale and distribution of its shares, and for services provided to shareholders. The maximum annual distribution fee for Investor Class Shares of the Fund is 0.25% annually of the average daily net assets. For the year ended October 31, 2020, the Fund incurred $672 of distribution fees.

DST Systems, Inc. serves as the transfer agent and dividend disbursing agent for the Fund under a transfer agency agreement with the Trust. During the year ended October 31, 2020, the Fund earned $80 in cash management credits which were used to offset transfer agent expenses. This amount is labeled as “Fees Paid Indirectly” on the Statement of Operations.

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

5. Investment Advisory Agreement:

The Trust and the Adviser are parties to an Investment Advisory Agreement, under which the Adviser receives an annual fee equal to 1.00% of the Fund’s average daily net assets. The Adviser has contractually agreed to waive its fee (excluding interest, taxes, brokerage commissions, acquired fund fees and expenses, and extraordinary expenses) in order to limit the Fund’s total

operating expenses after fee waivers and/or expense reimbursements to a maximum of 1.20% and 1.45% of the Fund’s Institutional Class and Investor Class Shares’ average daily net assets, respectively, through February 28, 2021. Refer to waiver of investment advisory fees on the Statement of Operations for fees waived for the year ended October 31, 2020.

6. Investment Transactions:

The cost of security purchases and the proceeds from security sales, other than short-term investments, for the year ended October 31, 2020, were as follows (000):

 

Purchases
Other

   $         1,932  

Sales
Other

   $         1,152  

7. Federal Tax Information:

The amount and character of income and capital gain distributions to be paid, if any, are determined in accordance with Federal income tax regulations, which may differ from U.S. GAAP. As a result, net investment income (loss) and net realized gain (loss) on investment transactions for a reporting period may differ significantly from distributions during such period. These book/tax differences may be temporary or permanent.

The permanent differences primarily consist of foreign currency translations and reclassification of long term capital gain distribution on REITs. There are no permanent differences that are credited or charged to Paid-in Capital and Distributable Earnings as of October 31, 2020.

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

 

   

Ordinary

Income

 

Total

2020

  $    210   $    210

2019

   

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

 

Undistributed Ordinary Income

   $         186  

Undistributed Long-Term Capital Gain

     28  

Unrealized Depreciation

     (866
  

 

 

 

Total Accumulated Losses

   $ (652
  

 

 

 

The fund has no capital loss carryforwards at October, 31, 2020.

During the year ended October 31, 2020, no capital loss carryforwards were utilized to offset capital gains.

 

 

15


Notes to Financial Statements

October 31, 2020

 

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

 

Federal
    Tax Cost    
  Aggregated
Gross
Unrealized
  Appreciation  
  Aggregated
Gross
Unrealized
  Depreciation  
  Net
Unrealized
  Depreciation  
$  7,401   $  715   $  (1,574)   $  (859)

8. Concentration of Risks:

Equity Risk — Since the Fund purchases equity securities, the Fund is subject to the risk that stock prices will fall over short or extended periods of time. Historically, the equity markets have moved in cycles, and the value of the Fund’s equity securities may fluctuate drastically from day-to-day. Individual companies may report poor results or be negatively affected by industry and/or economic trends and developments. The prices of securities issued by such companies may suffer a decline in response. These factors contribute to price volatility, which is the principal risk of investing in the Fund.

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

subject to many of the risks associated with investing directly in foreign securities.

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

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

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.

Medium and Smaller Capitalization Risk — The medium-and smaller-capitalization companies in which the Fund may invest may be more vulnerable to adverse business or economic events than larger, more established companies. In particular, investments in these medium-and small-sized companies may pose additional risks, including liquidity risk, because these companies tend

 

 

16


Notes to Financial Statements

October 31, 2020

 

to have limited product lines, markets and financial resources, and may depend upon a relatively small management group. Therefore, medium- and small-capitalization stocks may be more volatile than those of larger companies. These securities may be traded over-the-counter or listed on an exchange.

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

9. Other:

At October 31, 2020, 67% of total shares outstanding for the Institutional Class Shares were held by three record shareholders each owning 10% or greater of the aggregate total shares outstanding. At October 31, 2020, 95% of total shares outstanding for the Investor Class Shares were held by two record shareholders owning 10% or greater of the aggregate total shares outstanding. These were comprised mostly of omnibus accounts which were held on behalf of various individual shareholders.

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

10. New Accounting Pronouncement:

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

11. Subsequent Events:

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

additional disclosures or adjustments were required to the financial statements.

 

 

17


Report of Independent Registered Public Accounting Firm

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

Opinion on the Financial Statements

We have audited the accompanying statement of assets and liabilities of LSV Emerging Markets Equity Fund (the “Fund”) (one of the series constituting The Advisors’ Inner Circle Fund (the “Trust”)), including the schedule of investments, as of October 31, 2020, and the related statement of operations for the year then ended, the statement of changes in net assets and the financial highlights for the year then ended and the period from January 17, 2019 (commencement of operations) to October 31, 2019 and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Fund (one of the series constituting The Advisors’ Inner Circle Fund) at October 31, 2020, the results of its operations for the year then ended, the changes in its net assets and its financial highlights for the year then ended and the period from January 17, 2019 (commencement of operations) to October 31, 2019, in conformity with U.S. generally accepted accounting principles.

Basis for Opinion

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

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

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of October 31, 2020, by correspondence with the custodian and brokers or by other appropriate auditing procedures where replies from brokers were not received. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

 

LOGO

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

Philadelphia, Pennsylvania

December 29, 2020

 

18


Disclosure of Fund Expenses (Unaudited)

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

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

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

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

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

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

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

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

 

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

 

LSV Emerging Markets Equity Fund

 

                                  

 

Actual Fund Return

          

Institutional Class Shares

   $ 1,000.00      $ 1,113.70        1.20%       $6.38  

Investor Class Shares

     1,000.00        1,111.10        1.45          7.69  

Hypothetical 5% Return

          

Institutional Class Shares

   $ 1,000.00      $ 1,019.10        1.20%       $6.09  

Investor Class Shares

     1,000.00        1,017.85        1.45          7.35  

 

*

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

 

19


Review of Liquidity Risk Management Program (Unaudited)

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

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

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

 

20


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

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

 

Name and

Year of Birth

   Position with
Trust and Length
of Time Served1
  

Principal Occupation

in the Past Five Years

  

Other Directorships

Held in the Past Five Years2

INTERESTED

TRUSTEES3,4

              
Robert Nesher
(Born: 1946)
   Chairman of the Board of Trustees (since 1991)    SEI employee 1974 to present; currently performs various services on behalf of SEI Investments for which Mr. Nesher is compensated. President, Chief Executive Officer and Trustee of SEI Daily Income Trust, SEI Tax Exempt Trust, SEI Institutional Managed Trust, SEI Institutional International Trust, SEI Institutional Investments Trust, SEI Asset Allocation Trust, Adviser Managed Trust, New Covenant Funds, SEI Insurance Products Trust and SEI Catholic Values Trust. President and Director of SEI Structured Credit Fund, LP. Vice Chairman of O’Connor EQUUS (closed-end investment company) to 2016. President, Chief Executive Officer and Trustee of SEI Liquid Asset Trust to 2016. Vice Chairman of Winton Series Trust to 2017. Vice Chairman of Winton Diversified Opportunities Fund (closed- end investment company), The Advisors’ Inner Circle Fund III, Gallery Trust, Schroder Series Trust and Schroder Global Series Trust to 2018.   

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

 

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

N. Jeffrey Klauder
(Born: 1952)
   Trustee
(since 2018)
   Senior Advisor of SEI Investments since 2018. Executive Vice President and General Counsel of SEI Investments, 2004 to 2018.    Current Directorships: Trustee of The Advisors’ Inner Circle Fund II, Bishop Street Funds and The KP Funds. Director of SEI Private Trust Company, SEI Global Fund Services Ltd., SEI Investments Global Limited, SEI Global Master Fund, SEI Global Investments Fund and SEI Global Assets Fund. Former Directorships: Trustee of SEI Investments Management Corporation, SEI Trust Company, SEI Investments (South Africa), Limited and SEI Investments (Canada) Company to 2018.

 

1

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

2

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

3

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

4

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

 

21


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

 

Name and
Year of Birth
  

Position with

Trust

and Length of

Time Served1

  

Principal Occupation

in the Past Five Years

  

Other Directorships

Held in the Past Five Years2

INDEPENDENT TRUSTEES3,4

              

Joseph T. Grause, Jr.

(Born: 1952)

  

Trustee

(since 2011)

Lead Independent Trustee

(since 2018)

   Self-Employed Consultant since 2012. Director of Endowments and Foundations, Morningstar Investment Management, Morningstar, Inc., 2010 to 2011. Director of International Consulting and Chief Executive Officer of Morningstar Associates EuropeLimited, Morningstar, Inc., 2007 to 2010. Country Manager – Morningstar UK Limited, Morningstar, Inc., 2005 to 2007.    Current Directorships: Trustee of The Advisors’ Inner Circle Fund II, Bishop Street Funds, The KP Funds and Frost Family of Funds. Director of RQSI GAA Systematic Global Macro Fund, Ltd. Former Directorships: Director of The Korea Fund, Inc. to 2019.

Mitchell A. Johnson

(Born: 1942)

  

Trustee

(since 2005)

   Retired. Private investor since 1994.   

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

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

Betty L. Krikorian

(Born: 1943)

  

Trustee

(since 2005)

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

Robert Mulhall

(Born: 1958)

  

Trustee

(since 2019)

   Partner, Ernst & Young LLP, from 1998 to 2018.    Current Directorships: Trustee of The Advisors’ Inner Circle Fund II, Bishop Street Funds, The KP Funds and Frost Family of Funds. Director of RQSI GAA Systematic Global Macro Fund, Ltd. Former Directorships: Trustee of Villanova University Alumni Board of Directors to 2018.

Bruce R. Speca

(Born: 1956)

  

Trustee

(since 2011)

   Global Head of Asset Allocation, Manulife Asset Management (subsidiary of Manulife Financial), 2010 to 2011. Executive Vice President – Investment Management Services, John Hancock Financial Services (subsidiary of Manulife Financial), 2003 to 2010.    Current Directorships: Trustee of The Advisors’ Inner Circle Fund II, Bishop Street Funds, The KP Funds and Frost Family of Funds. Director of Stone Harbor Investments Funds (8 Portfolios), Stone Harbor Emerging Markets Income Fund (closed-end fund) and Stone Harbor Emerging Markets Total Income Fund (closed-end fund). Director of RQSI GAA Systematic Global Macro Fund, Ltd.

 

1

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

2

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

3

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

4

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

 

22


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

 

Name and

Year of Birth

  

Position with

Trust

and Length of

Time Served 1

  

Principal Occupation

in the Past Five Years

  

Other Directorships

Held in the Past Five Years 2

INDEPENDENT

TRUSTEES

(continued)3

         

George J. Sullivan, Jr.

(Born: 1942)

  

Trustee

(since 1999)

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

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

 

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

OFFICERS

              

Michael Beattie

(Born: 1965)

  

President

(since 2011)

   Director of Client Service, SEI Investments, since 2004.    None.

James Bernstein

(Born: 1962)

   Vice President and Assistant Secretary
(since 2017)
  

Attorney, SEI Investments, since 2017.

 

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

   None.

John Bourgeois

(Born: 1973)

   Assistant Treasurer
(since 2017)
   Fund Accounting Manager, SEI Investments, since 2000.    None.

Stephen Connors

(Born: 1984)

   Treasurer, Controller and Chief Financial Officer
(since 2015)
   Director, SEI Investments, Fund Accounting since 2014. Audit Manager, Deloitte & Touche LLP, from 2011 to 2014.    None.

 

1

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

2

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

3

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

 

23


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

 

Name and

Year of Birth

  

Position with

Trust

and Length of

Time Served

  

Principal Occupation

in the Past Five Years

  

Other Directorships

Held in the Past Five Years

OFFICERS (continued)

              

Russell Emery

(Born: 1962)

  

Chief Compliance Officer

(since 2006)

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

Eric C. Griffith

(Born: 1969)

  

Vice President and Assistant Secretary

(since 2019)

   Counsel at SEI Investments since 2019. Vice President and Assistant General Counsel, JPMorgan Chase & Co., from 2012 to 2018.    None.

Matthew M. Maher

(Born: 1975)

  

Vice President and Assistant Secretary

(since 2018)

   Counsel at SEI Investments since 2018. Attorney, Blank Rome LLP, from 2015 to 2018. Assistant Counsel & Vice President, Bank of New York Mellon, from 2013 to 2014. Attorney, Dilworth Paxson LLP, from 2006 to 2013.    None.

Robert Morrow

(Born: 1968)

  

Vice President

(since 2017)

   Account Manager, SEI Investments, since 2007.    None.

Bridget E. Sudall

(Born: 1980)

  

Anti-Money Laundering Compliance Officer and Privacy Officer

(since 2015)

   Senior Associate and AML Officer, Morgan Stanley Alternative Investment Partners, from 2011 to 2015. Investor Services Team Lead, Morgan Stanley Alternative Investment Partners, from 2007 to 2011.    None.

 

24


NOTICE TO SHAREHOLDERS

OF

LSV EMERGING MARKETS EQUITY FUND

(Unaudited)

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

 

Long-Term
Capital Gain
Distribution

  Ordinary
Income
Distributions
  Total
Distributions
  Qualifying for
Corporate
Dividends
Receivable
Deductions (1)
  Qualifying
Dividend
Income (2)
  U.S.
Government
Interest (3)
  Interest
Related
Dividends(4)
  Short-Term
Capital
Gain
Dividends(5)
  Qualifying
Dividend
Income(6)
  Foreign
Tax
Credit
0.00%   100.00%   100.00%   0.00%   16.11%   0.00%   0.00%   100.00%   0.00%   13.03%

 

(1)

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

 

(2)

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

 

(3)

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

 

(4)

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

 

(5)

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

 

(6)

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

 

   

The Fund intends to pass through a foreign tax credit to shareholders. For the fiscal year ended 2020 the total amount of foreign source income is $220,525. The total Amount of Foreign tax paid is $31,514. Your allocable share of the foreign tax credit will be reported on Form 1099 DIV.

 

   

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

 

25


LOGO


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