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, 2022
Date of reporting period: October 31, 2022
Item 1. Reports to Stockholders.
A copy of the report transmitted to stockholders pursuant to Rule 30e-1 under the Investment Company Act of 1940, as amended (the “Act”) (17 CFR § 270.30e-1), is attached hereto.
The Advisors’ Inner Circle Fund
Haverford Quality Growth Stock Fund
Annual Report | October 31, 2022 |
Investment Adviser:
Haverford Financial Services, Inc. |
THE ADVISORS’ INNER CIRCLE FUND | HAVERFORD QUALITY | |
GROWTH STOCK FUND | ||
OCTOBER 31, 2022 | ||
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The Fund files its complete schedule of investments with the Securities and Exchange Commission (“SEC”) for the first and third quarters of each fiscal year as an exhibit to its report on Form N-PORT (Form N-Q for filings prior to March 31, 2020). The Fund’s Form N-Q and N-PORT are available on the SEC’s website at http://www. sec.gov, and may be reviewed and copied at the SEC’s Public Reference Room in Washington, DC. Information on the operation of the Public Reference Room may be obtained by calling 1-800-SEC-0330.
A description of the policies and procedures that the Fund uses to determine how to vote proxies relating to portfolio securities, as well as information relating to how the Fund voted proxies relating to portfolio securities during the most recent 12-month period ended June 30, is available (i) without charge, upon request, by calling 1-866301-7212; and (ii) on the SEC’s website at http://www.sec.gov.
THE ADVISORS’ INNER CIRCLE FUND | HAVERFORD QUALITY | |
GROWTH STOCK FUND | ||
OCTOBER 31, 2022 | ||
(UNAUDITED) |
We are pleased to provide you with the Annual Report for the Haverford Quality Growth Stock Fund (the “Fund”) for the year ended October 31, 2022. This Report contains information on the holdings of the Fund, along with Financial Highlights and Statement of Operations. During the year ended October 31, 2022, the Fund returned -9.15% while the S&P 500 index returned -14.61%. The Fund’s relative performance to the S&P 500 Index was driven by a combination of stock selection and sector allocation. Both sector allocation and stock selection helped relative performance. Our underweighting in Communications Services and our overweighting in Health Care had the biggest positive impact on relative performance. This was partly offset by our underweighting in Energy and Utilities. Many of our defensive holdings delivered positive returns in a down year. UnitedHealth Group (22.1%), Dollar General (16.1%), PepsiCo (15.4%), TJX (12.0%), Johnson & Johnson (9.6%), and Coca-Cola (9.4%) were the Fund’s best performers. On the negative side, the Fund suffered steep losses in Nike (-44.1%), S&P Global (-31.7%), BlackRock (-29.7), and Microsoft (-29.4%). The Fund continues to own these relative underperformers due to their strong fundamentals and favorable outlooks.
What a difference a year makes! In retrospect, 2021 felt like the calm before the storm. There was little volatility in the equity markets and returns were pleasantly positive. Interest rates remained exceptionally low, and the economic recovery gained momentum. Enter 2022 and the previous dynamics changed quickly. Russia invaded Ukraine sending oil and food prices higher. Inflation rose to levels not seen in forty years. The Federal Reserve reversed course and began raising interest rates and transitioned from quantitative easing to quantitative tightening. Volatility spiked and the equity market fell into bear market territory (defined as a decline of 20% or more from the previous peak) in early June.
Looking forward, we believe it is likely the US economy will fall into a recession in 2023. Bear markets often occur in anticipation of a recession. An inverted yield curve is the bond market forecasting a recession. Sustained spikes in energy costs typically result in economic slowdowns. And finally, the Federal Reserve has told the markets to anticipate that economic growth and job creation will be the casualty of the Fed’s war on inflation.
If the economy falls into a recession, we believe it is likely to be brief and relatively mild. The financial system is healthy, and banks are well capitalized. The jobs market is structurally strong; there continues to be nearly 2 job openings per available job applicant. Corporate earnings and margins are more resilient compared to
1
THE ADVISORS’ INNER CIRCLE FUND | HAVERFORD QUALITY | |
GROWTH STOCK FUND | ||
OCTOBER 31, 2022 | ||
(UNAUDITED) |
previous economic cycles. Compared to 2008/2009, the housing market is sound. Homeowners have higher equity and have fixed their mortgages at low rates.
Lastly here are some reasons to be optimistic. Investors should be encouraged that the Federal Reserve is committed to fighting inflation. They have explicitly stated that they do not want to repeat the mistakes of the 1970’s that resulted in 8-10 years of elevated inflation. Sentiment is at extreme levels of pessimism and historically that is a good contrary indicator. The mid-term elections happen in early November. Going back to 1942, the twelve-months return following the mid-term elections is positive with one exception. While it is no fun staying invested through a bear market, we are of the opinion that lower prices today increase the probability of more upside in the future. It may take more time before stocks put in a bottom for this cycle, but every bear market in history has been followed by a bull market. We remain confident in Haverford’s Quality Investing philosophy.
Sincerely,
Henry B. Smith
Head of Investment Strategy
Haverford Financial Services, Inc.
This material represents the manager’s assessment of the Fund and market environment at a specific point in time and should not be relied upon by the reader as research or investment advice.
The performance data quoted represents past performance and does not guarantee future results. The investment return and principal value of an investment will fluctuate so that an investor’s shares when redeemed may be worth more or less than their original cost and current performance may be lower or higher than the performance quoted. For performance data current to the most recent month end, please call 1-866-301-7212 or visit our website at www.haverfordfunds.com.
Holdings subject to change. Current and future holdings subject to risk.
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THE ADVISORS’ INNER CIRCLE FUND | HAVERFORD QUALITY | |
GROWTH STOCK FUND | ||
OCTOBER 31, 2022 | ||
(UNAUDITED) |
Definition of Comparative Index
The S&P 500 Index consists of 500 stocks chosen for market size, liquidity, and industry group representation. It is a market-value weighted index (stock price times the number of shares outstanding), with each stock’s weight in the index proportionate to its market value.
The Index is unmanaged and does not include the effect of fees. One cannot invest directly in an index.
3
THE ADVISORS’ INNER CIRCLE FUND | HAVERFORD QUALITY | |
GROWTH STOCK FUND | ||
OCTOBER 31, 2022 | ||
(UNAUDITED) |
Comparison of Change in the Value of a $10,000 investment in the Haverford Quality Growth Stock Fund versus the S&P 500 Index.
* The Haverford Quality Growth Stock Fund commenced operations on June 30, 2004.
(1) 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 is no guarantee of future performance and should not be considered as a representation of the future results of the Fund. If the Adviser had not limited certain expenses, the Fund’s total return would have been lower. The Fund’s performance assumes the reinvestment of all dividends and all capital gains. Returns showndo not reflect the deduction of taxesthat ashareholder would pay on Fund distributions or the redemption of Fund shares. 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.
(2) See definition of the comparative index on page 3.
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THE ADVISORS’ INNER CIRCLE FUND | HAVERFORD QUALITY | |
GROWTH STOCK FUND | ||
OCTOBER 31, 2022 | ||
SECTOR WEIGHTINGS (UNAUDITED) † |
† Percentages are based on total investments.
COMMON STOCK — 97.2% | ||||||||
Shares | Value | |||||||
CONSUMER DISCRETIONARY — 15.9% | ||||||||
Dollar General | 46,125 | $ | 11,764,181 | |||||
Lowe’s | 65,900 | 12,847,205 | ||||||
NIKE, Cl B | 61,295 | 5,680,821 | ||||||
Starbucks | 66,500 | 5,758,235 | ||||||
TJX | 134,800 | 9,719,080 | ||||||
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45,769,522 | ||||||||
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CONSUMER STAPLES — 11.0% | ||||||||
Coca-Cola | 84,500 | 5,057,325 | ||||||
Costco Wholesale | 24,440 | 12,256,660 | ||||||
PepsiCo | 78,600 | 14,272,188 | ||||||
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31,586,173 | ||||||||
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FINANCIAL SERVICES — 10.7% | ||||||||
Aon PLC, Cl A | 19,395 | 5,459,499 | ||||||
BlackRock, Cl A | 16,240 | 10,489,578 | ||||||
JPMorgan Chase | 74,305 | 9,353,513 | ||||||
S&P Global | 17,200 | 5,525,500 | ||||||
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30,828,090 | ||||||||
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HEALTH CARE — 22.5% | ||||||||
Baxter International | 131,900 | 7,168,765 | ||||||
Becton Dickinson | 31,055 | 7,328,048 | ||||||
CVS Health | 118,250 | 11,198,275 | ||||||
Johnson & Johnson | 49,340 | 8,583,680 | ||||||
Medtronic | 76,000 | 6,637,840 | ||||||
Thermo Fisher Scientific | 11,430 | 5,874,677 | ||||||
UnitedHealth Group | 32,435 | 18,006,290 | ||||||
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64,797,575 | ||||||||
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The accompanying notes are an integral part of the financial statements.
5
THE ADVISORS’ INNER CIRCLE FUND | HAVERFORD QUALITY | |
GROWTH STOCK FUND | ||
OCTOBER 31, 2022 | ||
COMMON STOCK — continued | ||||||||
Shares | Value | |||||||
INDUSTRIAL — 9.1% | ||||||||
Honeywell International | 49,275 | $ | 10,053,086 | |||||
Raytheon Technologies | 170,455 | 16,162,543 | ||||||
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26,215,629 | ||||||||
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INFORMATION SERVICES — 23.6% | ||||||||
Accenture, Cl A | 48,175 | 13,676,883 | ||||||
Apple | 112,270 | 17,215,482 | ||||||
Mastercard, Cl A | 40,535 | 13,302,776 | ||||||
Microsoft | 50,000 | 11,606,500 | ||||||
Oracle | 78,235 | 6,107,806 | ||||||
Texas Instruments | 36,500 | 5,862,995 | ||||||
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67,772,442 | ||||||||
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MATERIALS — 4.4% | ||||||||
Air Products and Chemicals | 27,770 | 6,953,608 | ||||||
DuPont de Nemours | 100,700 | 5,760,040 | ||||||
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12,713,648 | ||||||||
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TOTAL COMMON STOCK | 279,683,079 | |||||||
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CASH EQUIVALENT (A) — 2.7% | ||||||||
SEI Daily Income Trust, Government Fund, Cl F, 2.680% | 7,696,983 | 7,696,983 | ||||||
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TOTAL INVESTMENTS — 99.9% | $ | 287,380,062 | ||||||
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Percentages are based on Net Assets of $287,528,058. |
(A) | The rate reported is the 7-day effective yield as of October 31, 2022. |
Cl — Class
PLC — Public Limited Company
As of October 31, 2022, all of the Fund’s investments in securities were considered Level 1, in accordance with the authoritative guidance on fair value measurements and disclosure under U.S. GAAP.
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.
6
THE ADVISORS’ INNER CIRCLE FUND | HAVERFORD QUALITY | |
GROWTH STOCK FUND | ||
OCTOBER 31, 2022 | ||
Assets: | ||||
Investments at Value (Cost $154,790,163) | $ | 287,380,062 | ||
Dividends Receivable | 334,290 | |||
Receivable for Capital Shares Sold | 126,123 | |||
Dividend Tax Reclaim Receivable | 12,963 | |||
Prepaid Expenses | 4,671 | |||
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Total Assets | 287,858,109 | |||
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Liabilities: | ||||
Payable due to Adviser | 138,992 | |||
Payable for Capital Shares Redeemed | 81,910 | |||
Payable due to Administrator | 27,412 | |||
Payable due to Trustees | 8,396 | |||
Chief Compliance Officer Fees Payable | 3,359 | |||
Other Accrued Expenses | 69,982 | |||
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Total Liabilities | 330,051 | |||
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Net Assets | $ | 287,528,058 | ||
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Net Assets Consist of: | ||||
Paid-in Capital | $ | 141,442,174 | ||
Total Distributable Earnings | 146,085,884 | |||
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Net Assets | $ | 287,528,058 | ||
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Outstanding Shares of Beneficial Interest | 12,798,776 | |||
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Net Asset Value, Offering and Redemption Price Per Share | $ | 22.47 | ||
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The accompanying notes are an integral part of the financial statements.
7
THE ADVISORS’ INNER CIRCLE FUND | HAVERFORD QUALITY | |
GROWTH STOCK FUND | ||
FOR THE YEAR ENDED | ||
OCTOBER 31, 2022
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Investment Income: | ||||
Dividends (Net of Foreign Taxes Withheld of $10,499) | $ | 4,906,919 | ||
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Total Income | 4,906,919 | |||
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Expenses: | ||||
Investment Advisory Fees | 1,805,903 | |||
Administration Fees | 352,906 | |||
Trustees’ Fees | 33,463 | |||
Chief Compliance Officer Fees | 8,660 | |||
Transfer Agent Fees | 82,201 | |||
Legal Fees | 33,232 | |||
Audit Fees | 24,905 | |||
Printing Fees | 20,275 | |||
Registration and Filing Fees | 14,079 | |||
Custodian Fees | 13,071 | |||
Other Expenses | 29,433 | |||
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Total Expenses | 2,418,128 | |||
Less: | ||||
Fees Paid Indirectly (Note 4) | (930 | ) | ||
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Net Expenses | 2,417,198 | |||
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Net Investment Income | 2,489,721 | |||
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Net Realized Gain on Investments | 13,279,296 | |||
Net Change in Unrealized Depreciation on Investments | (44,656,684 | ) | ||
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Net Realized and Unrealized Loss on Investments | (31,377,388 | ) | ||
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Net Decrease in Net Assets Resulting from Operations | $ | (28,887,667 | ) | |
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The accompanying notes are an integral part of the financial statements.
8
THE ADVISORS’ INNER CIRCLE FUND | HAVERFORD QUALITY | |
GROWTH STOCK FUND | ||
Year Ended October 31, 2022 | Year Ended October 31, 2021 | |||||||
Operations: | ||||||||
Net Investment Income | $ | 2,489,721 | $ | 2,292,787 | ||||
Net Realized Gain | 13,279,296 | 16,441,388 | ||||||
Net Change in Unrealized Appreciation (Depreciation) | (44,656,684 | ) | 72,277,353 | |||||
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Net Increase (Decrease) in Net Assets Resulting from Operations | (28,887,667 | ) | 91,011,528 | |||||
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Distribution of Income | (18,411,218 | ) | (2,281,114 | ) | ||||
Capital Share Transactions: | ||||||||
Issued | 24,782,705 | 25,358,526 | ||||||
Reinvestment of Dividends and Distributions | 14,795,604 | 1,831,803 | ||||||
Redeemed | (24,253,375 | ) | (29,963,788 | ) | ||||
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Net Increase (Decrease) in Net Assets from Capital Share Transactions | 15,324,934 | (2,773,459 | ) | |||||
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Total Increase (Decrease) in Net Assets | (31,973,951 | ) | 85,956,955 | |||||
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Net Assets: | ||||||||
Beginning of Year | 319,502,009 | 233,545,054 | ||||||
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End of Year | $ | 287,528,058 | $ | 319,502,009 | ||||
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Share Transactions: | ||||||||
Issued | 1,047,147 | 1,089,476 | ||||||
Reinvestment of Dividends and Distributions | 581,945 | 77,380 | ||||||
Redeemed | (1,026,046 | ) | (1,277,016 | ) | ||||
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Net Increase (Decrease) in Shares Outstanding from Share Transactions | 603,046 | (110,160 | ) | |||||
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The accompanying notes are an integral part of the financial statements.
9
THE ADVISORS’ INNER CIRCLE FUND | HAVERFORD QUALITY | |
GROWTH STOCK FUND | ||
OCTOBER 31, 2022 | ||
Selected Per Share Data & Ratios For a Share Outstanding Throughout Each Year |
Year Ended October 31, | ||||||||||||||||||||
2022 | 2021 | 2020 | 2019 | 2018 | ||||||||||||||||
Net Asset Value, Beginning of Year | $ | 26.20 | $ | 18.98 | $ | 18.32 | $ | 17.33 | $ | 16.47 | ||||||||||
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Income from Investment Operations: | ||||||||||||||||||||
Net Investment Income(1) | 0.20 | 0.19 | 0.19 | 0.22 | 0.21 | |||||||||||||||
Net Realized and Unrealized Gain (Loss) | (2.43 | ) | 7.22 | 0.72 | 1.73 | 1.11 | ||||||||||||||
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Total from Investment Operations | (2.23 | ) | 7.41 | 0.91 | 1.95 | 1.32 | ||||||||||||||
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Dividends and Distributions: | ||||||||||||||||||||
Net Investment Income | (0.19 | ) | (0.19 | ) | (0.19 | ) | (0.22 | ) | (0.21 | ) | ||||||||||
Net Realized Gains | (1.31 | ) | — | (0.06 | ) | (0.74 | ) | (0.25 | ) | |||||||||||
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Total Dividends and Distributions | (1.50 | ) | (0.19 | ) | (0.25 | ) | (0.96 | ) | (0.46 | ) | ||||||||||
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Net Asset Value, End of Year | $ | 22.47 | $ | 26.20 | $ | 18.98 | $ | 18.32 | $ | 17.33 | ||||||||||
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Total Return* | (9.15)% | 39.13% | 5.04% | 12.47% | 8.10% | |||||||||||||||
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Ratios and Supplemental Data | ||||||||||||||||||||
Net Assets, End of Year (Thousands) | $287,528 | $319,502 | $233,545 | $222,968 | $196,179 | |||||||||||||||
Ratio of Expenses to Average Net Assets (including fees paid indirectly) | 0.80% | 0.80% | 0.81% | 0.81% | 0.82% | |||||||||||||||
Ratio of Expenses to Average Net Assets (excluding fees paid indirectly) | 0.80% | 0.80% | 0.81% | 0.81% | 0.82% | |||||||||||||||
Ratio of Net Investment Income to Average Net Assets | 0.83% | 0.79% | 1.03% | 1.31% | 1.24% | |||||||||||||||
Portfolio Turnover Rate | 12% | 9% | 15% | 9% | 21% |
* | Returns shown do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. |
(1) | Per share data calculated using average shares method. |
Amounts designated as “—” are $0.
The accompanying notes are an integral part of the financial statements.
10
THE ADVISORS’ INNER CIRCLE FUND | HAVERFORD QUALITY | |
GROWTH STOCK FUND | ||
OCTOBER 31, 2022 | ||
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 28 funds. The financial statements herein are those of the Haverford Quality Growth Stock Fund, a diversified fund (the “Fund”). The investment objective of the Fund is long-term growth of capital. The Fund invests primarily (at least 80% of its net assets) in equity securities. The Fund focuses on U.S. listed common stocks with large market capitalizations that Haverford Financial Services, Inc. (the “Adviser”) believes are the quality companies with stock that offer the potential for future price appreciation. The financial statements of the remaining funds of the Trust 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 reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of 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 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, at the most recent quoted bid price. For
11
THE ADVISORS’ INNER CIRCLE FUND | HAVERFORD QUALITY | |
GROWTH STOCK FUND | ||
OCTOBER 31, 2022 | ||
securities traded on NASDAQ, the NASDAQ Official Closing Price will be used.
All investment companies held in the Fund’s portfolio are valued at the published net asset value.
Securities for which market prices are not “readily available” are required to be fair valued under the 1940 ACT.
In December 2020, the SEC adopted Rule 2a-5 under the 1940 Act, establishing requirements to determine fair value in good faith for purposes of the 1940 Act. The rule permits fund boards to designate a fund’s investment adviser to perform fair-value determinations, subject to board oversight and certain other conditions. The rule also defines when market quotations are “readily available” for purposes of the 1940 Act and requires a fund to fair value a portfolio investment when a market quotation is not readily available. The SEC also adopted new Rule 31a-4 under the 1940 Act, which sets forth recordkeeping requirements associated with fair-value determinations. The compliance date for Rule 2a-5 and Rule 31a-4 was September 8, 2022.
Effective September 8, 2022, and pursuant to the requirements of Rule 2a-5, the Trust’s Board of Trustees (the “Board”) designated the Adviser as the Board’s valuation designee to perform fair-value determinations for the Fund through a Fair Value Committee (the “Committee”) established by the Adviser and approved new Adviser Fair Value Procedures for the Fund. Prior to September 8, 2022, fair-value determinations were performed in accordance with the Trust’s Fair Value Procedures established by the Board and were implemented through a Fair Value 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.
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
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THE ADVISORS’ INNER CIRCLE FUND | HAVERFORD QUALITY | |
GROWTH STOCK FUND | ||
OCTOBER 31, 2022 | ||
the fair value. The objective of a fair value measurement is to determine the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (an exit price). Accordingly, the fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy are described below:
• | Level 1 — Unadjusted quoted prices in active markets for identical, unrestricted assets or liabilities that the Fund has the ability to access at the measurement date; |
• | Level 2 — Other significant observable inputs (includes quoted prices for similar securities, interest rates, prepayment speeds, credit risk, referenced indices, quoted prices in inactive markets, adjusted quoted prices in inactive markets, etc.); and |
• | Level 3 — Prices, inputs or exotic modeling techniques which are both significant to the fair value measurement and unobservable (supported by little or no market activity). |
Investments are classified within the level of the lowest significant input considered in determining fair value. Investments classified within Level 3 whose fair value measurement considers several inputs may include Level 1 or Level 2 inputs as components of the overall fair value measurement.
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 its 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
13
THE ADVISORS’ INNER CIRCLE FUND | HAVERFORD QUALITY | |
GROWTH STOCK FUND | ||
OCTOBER 31, 2022 | ||
authorities (i.e., the last 3 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, 2022, 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, 2022, the Fund did not incur any interest or penalties.
Security Transactions and Investment Income — Security transactions are accounted for on trade date for financial reporting purposes. Costs used in determining realized gains and losses on the sale of investment securities are based on the specific identification method. Dividend income is recorded on the ex-dividend date.
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 relative net assets.
Dividends and Distributions to Shareholders — The Fund will distribute substantially all of its net investment income, if any, quarterly. Any net realized capital gains will be distributed at least annually. All distributions are recorded on ex-dividend date.
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, other than the Chief Compliance Officer (“CCO”) as described below, for serving as officers of the Trust.
A portion of the services provided by the CCO and his staff, who are employees of the Administrator, are paid for by the Trust as incurred. The services include regulatory oversight of the Trust’s advisors and service providers as required by SEC regulations. The CCO’s services have been approved by and are reviewed by the Board.
4. Administration, Distribution, Transfer Agent and Custodian Agreements:
The Fund 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
14
THE ADVISORS’ INNER CIRCLE FUND | HAVERFORD QUALITY | |
GROWTH STOCK FUND | ||
OCTOBER 31, 2022 | ||
net assets of the Fund. For the year ended October 31, 2022, the Fund incurred $352,906 for these services.
The Trust and the Distributor are parties to a Distribution Agreement. The Distributor receives no fees under the Agreement.
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, 2022, the Fund earned cash management credits of $930, which were used to offset transfer agent expenses. This amount is labeled “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 or sold by the Fund.
5. Investment Advisory Agreement:
Under the terms of an investment advisory agreement, the Adviser provides investment advisory services to the Fund at a fee calculated at an annual rate of 0.60% of the Fund’s average daily net assets. The Adviser has contractually agreed to waive all or a portion of its fees and to reimburse expenses in order to limit operating expenses (excluding interest, taxes, brokerage commissions, acquired fund fees and expenses, and extraordinary expenses (collectively “excluded expenses”)) for the Fund from exceeding 1.00% of the Fund’s average daily net assets until February 28, 2023. Refer to waiver of investment advisory fees on the Statement of Operations, if any, for fees waived for the year ended October 31, 2022. In addition, if at any point it becomes unnecessary for the Adviser to reduce fees or make expense reimbursements, the Board may permit the Adviser to retain the difference between total annual operating expenses (not including excluded expenses) and 1.00% to recapture all or a portion of its prior reductions or reimbursements made during the preceding three-year period. At October 31, 2022, there were no previously waived and reimbursed fees subject to recapture.
6. Investment Transactions:
For the year ended October 31, 2022, the Fund made purchases of $35,104,670 and sales of $42,282,691 of investment securities other than long-term U.S. Government and short-term securities. There were no purchases or sales of long-term U.S. Government securities.
15
THE ADVISORS’ INNER CIRCLE FUND | HAVERFORD QUALITY | |
GROWTH STOCK FUND | ||
OCTOBER 31, 2022 | ||
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. generally accepted accounting principles. 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. During the year ended October 31, 2022, there were no permanent differences.
The tax character of dividends and distributions declared during the last two fiscal years ended October 31, were as follows:
Ordinary Income | Long-Term Capital Gain | Total | ||||||||||||||||||
2022 | $ | 2,432,231 | $ | 15,978,987 | $ | 18,411,218 | ||||||||||||||
2021 | 2,281,114 | — | 2,281,114 |
As of October 31, 2022, the components of distributable earnings on a tax basis were as follows:
Undistributed Ordinary Income | $ | 279,313 | ||
Undistributed Long-Term Capital Gain | 13,279,097 | |||
Unrealized Appreciation | 132,527,483 | |||
Other Temporary Differences | (9 | ) | ||
|
|
| ||
Total Distributable Earnings | $ | 146,085,884 | ||
|
|
|
For Federal income tax purposes, the difference between Federal tax cost and book cost primarily relate to wash sales. The Federal tax cost and aggregate gross unrealized appreciation and depreciation on investments held by the Fund at October 31, 2022, were as follows:
Federal Tax Cost | Aggregate Gross Unrealized Appreciation | Aggregate Gross Unrealized Depreciation | Net Unrealized Appreciation | |||
$154,852,584 | $136,654,763 | $(4,127,280) | $132,527,483 |
8. Concentration of Risks:
Since it 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
16
THE ADVISORS’ INNER CIRCLE FUND | HAVERFORD QUALITY | |
GROWTH STOCK FUND | ||
OCTOBER 31, 2022 | ||
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.
Although the Fund is diversified, its investment strategy often results in a relatively focused portfolio of stocks of companies that it believes hold the most growth potential. As a result, poor performance or adverse economic events affecting one or more of these companies could have a greater impact on the Fund than it would on another mutual fund with a broader range of investments.
The Fund is subject to market risk in which the market value of an investment may move up and down, sometimes rapidly and unpredictably. Markets for securities in which the Fund invests may decline significantly in response to adverse issuer, political, regulatory, market, economic or other developments that may cause broad changes in market value, public perceptions concerning these developments, and adverse investor sentiment or publicity. Similarly, the impact of any epidemic, pandemic or natural disaster, or widespread fear that such events may occur, could negatively affect the global economy, as well as the economies of individual countries, the financial performance of individual companies and sectors, and the markets in general in significant and unforeseen ways. Any such impact could adversely affect the prices and liquidity of the securities and other instruments in which the Fund invests, which in turn could negatively impact the Fund’s performance and cause losses on your investment in the Fund.
The Fund is also subject to the risk that large-cap growth stocks may underperform other equity market segments or the equity market as a whole.
9. Other:
At October 31, 2022, 91% of total shares outstanding were held by two shareholders. These shareholders were comprised of omnibus accounts that were held on behalf of multiple underlying shareholders.
10. Indemnifications:
In the normal course of business, the Fund enters into contracts that provide general indemnifications. The Fund’s maximum exposure under these arrangements is dependent on future claims that may be made against the Fund and, therefore, cannot be estimated; however, based on experience, the risk of loss from such claims is considered remote.
17
THE ADVISORS’ INNER CIRCLE FUND | HAVERFORD QUALITY | |
GROWTH STOCK FUND | ||
OCTOBER 31, 2022 | ||
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.
18
THE ADVISORS’ INNER CIRCLE FUND | HAVERFORD QUALITY | |
GROWTH STOCK FUND | ||
OCTOBER 31, 2022 | ||
To the Board of Trustees of The Advisors’ Inner Circle Fund and Shareholders of Haverford Quality Growth Stock Fund
Opinion on the Financial Statements
We have audited the accompanying statement of assets and liabilities of Haverford Quality Growth Stock Fund (the “Fund”) (one of the series constituting The Advisors’ Inner Circle Fund (the “Trust”)), including the schedule of investments, as of October 31, 2022, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, the financial highlights for each of the five years in the period then ended and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Fund (one of the series constituting The Advisors’ Inner Circle Fund) at October 31, 2022, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and its financial highlights for each of the five years in the period then ended, in conformity with U.S. generally accepted accounting principles.
Basis for Opinion
These financial statements are the responsibility of the Trust’s management. Our responsibility is to express an opinion on the Fund’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Trust in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Trust is not required to have, nor were we engaged to perform, an audit of the Trust’s internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Trust’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included
19
THE ADVISORS’ INNER CIRCLE FUND | HAVERFORD QUALITY | |
GROWTH STOCK FUND | ||
OCTOBER 31, 2022 | ||
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, 2022, by correspondence with the custodian. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
We have served as the auditor of one or more Haverford Financial Services, Inc. investment companies since 2005.
Philadelphia, Pennsylvania
December 23, 2022
20
THE ADVISORS’ INNER CIRCLE FUND | HAVERFORD QUALITY | |
GROWTH STOCK FUND | ||
(UNAUDITED) | ||
All mutual funds have operating expenses. As a shareholder of a mutual fund, your investment is affected by these ongoing costs, which include (among others) costs for portfolio management, administrative services, and shareholder reports like this one. It is important for you to understand the impact of these costs on your investment returns.
Operating expenses such as these are deducted from a mutual fund’s gross income and directly reduce its investment return. These expenses are expressed as a percentage of a mutual fund’s average net assets; this percentage is known as a mutual fund’s expense ratio.
The following examples use the expense ratio and are intended to help you understand the ongoing costs (in dollars) of investing in your Fund and to compare these costs with those of other mutual funds. The examples are based on an investment of $1,000 made at the beginning of the period shown and held for the entire period (May 1, 2022 to October 31, 2022).
The table on the next page 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 six month 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 six month period. Simply divide your ending starting 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) for the period is unchanged. This example is useful in making comparisons because the Securities and Exchange Commission requires all mutual funds to make this 5% calculation. You can assess your Fund’s comparative cost by comparing the hypothetical result for your Fund in the “Expenses 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 may not apply to your specific investment.
21
THE ADVISORS’ INNER CIRCLE FUND | HAVERFORD QUALITY | |
GROWTH STOCK FUND | ||
(UNAUDITED) | ||
DISCLOSURE OF FUND EXPENSES |
Beginning Account Value | Ending Account Value 10/31/22 | Annualized Expense Ratios | Expenses Paid During Period* | |||||||
Actual Fund Return | $1,000.00 | $978.30 | 0.81% | $4.04 | ||||||
Hypothetical 5% Return | 1,000.00 | 1,021.12 | 0.81 | 4.13 |
* | Expenses are equal to the Fund’s annualized expense ratio multiplied by the average account value over the period, multiplied by 184/365 (to reflect the one-half year period). |
22
THE ADVISORS’ INNER CIRCLE FUND | HAVERFORD QUALITY | |
GROWTH STOCK FUND | ||
OCTOBER 31, 2022 | ||
Pursuant to Rule 22e-4 under the 1940 Act, the Fund’s investment adviser has adopted, and the Board has approved, a liquidity risk management program (the “Program”) to govern the Fund’s approach to managing liquidity risk. The Program is overseen by the Fund’s Liquidity Risk Management Program Administrator (the “Program Administrator”), and the Program’s principal objectives include assessing, managing and periodically reviewing the Fund’s liquidity risk, based on factors specific to the circumstances of the Fund.
At a meeting of the Board held on May 24, 2022, the Trustees received a report from the Program Administrator addressing the operations of the Program and assessing its adequacy and effectiveness of implementation for the period from January 1, 2021 through December 31, 2021. The Program Administrator’s report included an assessment of how market conditions caused by the COVID-19 pandemic impacted the Fund’s liquidity risk during the period covered by the report. 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 during the period covered by the report. 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 during the period covered by the report.
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.
23
THE ADVISORS’ INNER CIRCLE FUND | HAVERFORD QUALITY | |
GROWTH STOCK FUND | ||
OCTOBER 31, 2022 | ||
TRUSTEES AND OFFICERS OF THE ADVISORS’ INNER CIRCLE FUND (Unaudited) |
Set forth below are the names, years of birth, positions with the Trust, length of term of office, and the principal occupations for the last five years of each of the persons currently serving as Trustees and Officers of the Trust. Unless otherwise noted, the business address of each Trustee is SEI Investments Company, 1 Freedom Valley Drive, Oaks, Pennsylvania 19456. Trustees who are deemed not to be “interested persons” of the Trust are referred to as “Independent Trustees.” Messrs. Nesher and Klauder
Name and Year of Birth | Position with Trust and Length of Time Served1 | Principal Occupations in the Past Five Years | ||
INTERESTED TRUSTEES 3,4 | ||||
Robert Nesher (Born: 1946) | Chairman of the Board of Trustees (since 1991) | SEI employee 1974 to present; currently performs various services on behalf of SEI Investments for which Mr. Nesher is compensated. President, Chief Executive Officer and Trustee of SEI Daily Income Trust, SEI Tax Exempt Trust, SEI Institutional Managed Trust, SEI Institutional International Trust, SEI Institutional Investments Trust, SEI Asset Allocation Trust, Adviser Managed Trust, New Covenant Funds, SEI Insurance Products Trust and SEI Catholic Values Trust. President and Director of SEI Structured Credit Fund, LP. Vice Chairman of Winton Series Trust to 2017. Vice Chairman of Winton Diversified Opportunities Fund (closed-end investment company), The Advisors’ Inner Circle Fund III, Gallery Trust, Schroder Series Trust and Schroder Global Series Trust to 2018. | ||
N. Jeffrey Klauder (Born: 1952) | Trustee (since 2018) | Senior Advisor of SEI Investments since 2018. Executive Vice President and General Counsel of SEI Investments, 2004 to 2018. |
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 28 funds in The Advisors’ Inner Circle Fund. |
24
THE ADVISORS’ INNER CIRCLE FUND | HAVERFORD QUALITY | |
GROWTH STOCK FUND | ||
OCTOBER 31, 2022 | ||
are Trustees who may be deemed to be “interested” persons of the Trust as that term is defined in the 1940 Act by virtue of their affiliation with the Trust’s Distributor. The Trust’s Statement of Additional Information (“SAI”) includes additional information about the Trustees and Officers. The SAI may be obtained without charge by calling 1-866-301-7212. The following chart lists Trustees and Officers as of October 31, 2022.
Other Directorships
Held in the Past Five Years2
Current Directorships: Trustee of The Advisors’ Inner Circle Fund II, Bishop Street Funds, Frost Family of Funds, Catholic Responsible Investments 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 The KP Funds to 2022.
Current Directorships: Trustee of The Advisors’ Inner Circle Fund II, Bishop Street Funds and Catholic Responsible Investments Funds. Director of SEI Private Trust Company, SEI Global Fund Services Ltd., SEI Investments Global Limited, SEI Global Master Fund, SEI Global Investments Fund, SEI Global Assets Fund and SEI Investments - Guernsey Limited.
Former Directorships: Trustee of SEI Investments Management Corporation, SEI Trust Company, SEI Investments (South Africa), Limited and SEI Investments (Canada) Company to 2018. Trustee of The KP Funds to 2022.
25
THE ADVISORS’ INNER CIRCLE FUND | HAVERFORD QUALITY | |
GROWTH STOCK FUND | ||
OCTOBER 31, 2022 | ||
TRUSTEES AND OFFICERS OF THE ADVISORS’ INNER CIRCLE FUND (Unaudited) |
Name and Year of Birth | Position with Trust and Length of Time Served1 | Principal Occupations in the Past Five Years | ||
INDEPENDENT TRUSTEES3 | ||||
Kathleen Gaffney (Born: 1961) | Trustee (since 2022) | Retired since 2019. Vice President and Portfolio Manager, Eaton Vance Management from 2012 to 2019. | ||
Joseph T. Grause, Jr. (Born: 1952) | Trustee (since 2011) Lead Independent Trustee (since 2018) | Self-Employed Consultant since 2012. Director of Endowments and Foundations, Morningstar Investment Management, Morningstar, Inc., 2010 to 2011. Director of International Consulting and Chief Executive Officer of Morningstar Associates Europe Limited, Morningstar, Inc., 2007 to 2010. Country Manager – Morningstar UK Limited, Morningstar, Inc., 2005 to 2007. | ||
Mitchell A. Johnson (Born: 1942) | Trustee (since 2005) | Retired. Private Investor since 1994. | ||
Betty L. Krikorian (Born: 1943) | Trustee (since 2005) | Vice President, Compliance, AARP Financial Inc., from 2008 to 2010. Self-Employed Legal and Financial Services Consultant since 2003. Counsel (in-house) for State Street Bank from 1995 to 2003. | ||
Robert Mulhall (Born: 1958) | Trustee (since 2019) | Partner, Ernst & Young LLP, from 1998 to 2018. | ||
Bruce 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.
| ||
Monica Walker (Born: 1958) | Trustee (since 2022) | Retired since 2017. Co-Founder, Chairman, Chief Executive Officer and Chief Investment Officer, Holland Capital Management, LLC from 1991 to 2017. | ||
OFFICERS | ||||
Michael Beattie (Born: 1965) | President (since 2011) | Director of Client Service, SEI Investments, since 2004. |
1 | Each Trustee shall hold office during the lifetime of this Trust until the election and qualification of his or her successor, or until he or she sooner dies, resigns, or is removed in accordance with the Trust’s Declaration of Trust. |
2 | Directorships of Companies required to report to the Securities and Exchange Commission under the Securities Exchange Act of 1934 (i.e., “public companies”) or other investment companies under the 1940 Act. |
3 | Trustees oversee 28 funds in The Advisors’ Inner Circle Fund. |
26
THE ADVISORS’ INNER CIRCLE FUND | HAVERFORD QUALITY | |
GROWTH STOCK FUND | ||
OCTOBER 31, 2022 | ||
Other Directorships
Held in the Past Five Years2
Current Directorships: Trustee of The Advisors’ Inner Circle Fund II, Bishop Street Funds and Catholic Responsible Investments Funds. Director of RQSI GAA Systematic Global Macro Fund Ltd.
Current Directorships: Trustee of The Advisors’ Inner Circle Fund II, Bishop Street Funds, Frost Family of Funds, and Catholic Responsible Investments Funds. Director of RQSI GAA Systematic Global Macro Fund Ltd.
Former Directorships: Director of The Korea Fund, Inc. to 2019. Trustee of The KP Funds to 2022.
Current Directorships: Trustee of The Advisors’ Inner Circle Fund II, Bishop Street Funds, Catholic Responsible Investments 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 The KP Funds to 2022.
Current Directorships: Trustee of The Advisors’ Inner Circle Fund II, Bishop Street Funds, and Catholic Responsible Investments Funds. Director of RQSI GAA Systematic Global Macro Fund Ltd.
Former Directorships: Trustee of The KP Funds to 2022.
Current Directorships: Trustee of The Advisors’ Inner Circle Fund II, Bishop Street Funds, Frost Family of Funds and Catholic Responsible Investments Funds. Director of RQSI GAA Systematic Global Macro Fund Ltd.
Former Directorships: Trustee of Villanova University Alumni Board of Directors to 2018. Trustee of The KP Funds to 2022.
Current Directorships: Trustee of The Advisors’ Inner Circle Fund II, Bishop Street Funds, Frost Family of Funds and Catholic Responsible Investments 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.
Former Directorships: Trustee of The KP Funds to 2022.
Current Directorships: Trustee of The Advisors’ Inner Circle Fund II, Bishop Street Funds and Catholic Responsible Investments Funds. Director of RQSI GAA Systematic Global Macro Fund Ltd.
None.
27
THE ADVISORS’ INNER CIRCLE FUND | HAVERFORD QUALITY | |
GROWTH STOCK FUND | ||
OCTOBER 31, 2022 | ||
TRUSTEES AND OFFICERS OF THE ADVISORS’ INNER CIRCLE FUND (Unaudited) |
Name and Year of Birth | Position with Trust and Length of Time Served | Principal Occupations in the Past Five Years | ||
OFFICERS (continued) | ||||
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. | ||
John Bourgeois (Born: 1973) | Assistant Treasurer (since 2017) | Fund Accounting Manager, SEI Investments, since 2000. | ||
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. | ||
Matthew M. Maher (Born: 1975) | Vice President (since 2018)
Secretary (since 2020) | Counsel at SEI Investments since 2018. Attorney, Blank Rome LLP, from 2015 to 2018. Assistant Counsel & Vice President, Bank of New York Mellon, from 2013 to 2014. Attorney, Dilworth Paxson LLP, from 2006 to 2013. | ||
Andrew Metzger (Born: 1980) | Treasurer, Controller and Chief Financial Officer (since 2021) | Director of Fund Accounting, SEI Investments, since 2020. Senior Director, Embark, from 2019 to 2020. Senior Manager, PricewaterhouseCoopers LLP, from 2002 to 2019. |
28
THE ADVISORS’ INNER CIRCLE FUND | HAVERFORD QUALITY | |
GROWTH STOCK FUND | ||
OCTOBER 31, 2022 | ||
Other Directorships
Held in the Past Five Years
None.
None.
None.
None.
None.
29
THE ADVISORS’ INNER CIRCLE FUND | HAVERFORD QUALITY | |
GROWTH STOCK FUND | ||
OCTOBER 31, 2022 | ||
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 | ||
OFFICERS (continued) | ||||
Robert Morrow (Born: 1968) | Vice President (since 2017)
| Account Manager, SEI Investments, since 2007. | ||
Stephen F. Panner (Born: 1970) | Chief Compliance Officer (since 2022) | Chief Compliance Officer of SEI Asset Allocation Trust, SEI Daily Income Trust, SEI Institutional Investments Trust. SEI Institutional International Trust, SEI Institutional Managed Trust, SEI Tax Exempt Trust, Adviser Managed Trust, New Covenant Funds, SEI Catholic Values Trust, SEI Exchange Traded Funds, SEI Structured Credit Fund LP, The Advisors’ Inner Circle Fund, The Advisors Inner Circle Fund I. The Advisors Inner Circle Fund III, Bishop Street Funds, Frost Family of Funds, Gallery Trust, Delaware Wilshire Private Markets Fund, Delaware Wilshire Private Markets Master Fund, Delaware Wilshire Private Markets Tender Fund and Catholic Responsible Investments Funds since September 2022. Fund Compliance Officer of SEI Investments Company from February 2011 to September 2022. Fund Accounting Director and CFO and Controller for the SEI Funds from July 2005 to February 2011 | ||
Alexander F. Smith (Born: 1977) | Vice President and Assistant Secretary (since 2020)
| Counsel at SEI Investments since 2020. Associate Counsel & Manager, Vanguard, 2012 to 2020. Attorney, Stradley Ronon Stevens & Young, LLP, 2008 to 2012. | ||
Bridget E. Sudall (Born: 1980) | Privacy Officer (from 2015 – May 2022 and since November 2022)
Anti-Money Laundering Officer (from 2015 – May 2022 and since November 2022)
| 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. |
30
THE ADVISORS’ INNER CIRCLE FUND | HAVERFORD QUALITY | |
GROWTH STOCK FUND | ||
OCTOBER 31, 2022 | ||
Other Directorships
Held in the Past Five Years
None.
None.
None.
None.
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THE ADVISORS’ INNER CIRCLE FUND | HAVERFORD QUALITY | |
GROWTH STOCK FUND | ||
OCTOBER 31, 2022 | ||
BOARD CONSIDERATIONS IN RE-APPROVING THE ADVISORY AGREEMENT (Unaudited) |
Pursuant to Section 15 of the Investment Company Act of 1940 (the “1940 Act”), the Fund’s advisory agreement (the “Agreement”) must be renewed at least annually after its initial two-year term: (i) by the vote of the Board of Trustees (the “Board” or the “Trustees”) of The Advisors’ Inner Circle Fund (the “Trust”) or by a vote of a majority of the shareholders of the Fund; and (ii) by the vote of a majority of the Trustees who are not parties to the Agreement or “interested persons” of any party thereto, as defined in the 1940 Act (the “Independent Trustees”), cast in person at a meeting called for the purpose of voting on such renewal.
A Board meeting was held on May 23-24, 2022 to decide whether to renew the Agreement for an additional one-year term. In preparation for the meeting, the Trustees requested that the Adviser furnish information necessary to evaluate the terms of the Agreement. Prior to the meeting, the Independent Trustees of the Fund met to review and discuss the information provided and submitted a request for additional information to the Adviser, and information was provided in response to this request. The Trustees used this information, as well as other information that the Adviser and other service providers of the Fund presented or submitted to the Board at the meeting and other meetings held during the prior year, to help them decide whether to renew the Agreement for an additional year.
Specifically, the Board requested and received written materials from the Adviser and other service providers of the Fund regarding: (i) the nature, extent and quality of the Adviser’s services; (ii) the Adviser’s investment management personnel; (iii) the Adviser’s operations and financial condition; (iv) the Adviser’s brokerage practices (including any soft dollar arrangements) and investment strategies; (v) the Fund’s advisory fee paid to the Adviser and overall fees and operating expenses compared with a peer group of mutual funds; (vi) the level of the Adviser’s profitability from its relationship with the Fund, including both direct and indirect benefits accruing to the Adviser and its affiliates; (vii) the Adviser’s potential economies of scale; (viii) the Adviser’s compliance program, including a description of material compliance matters and material compliance violations; (ix) the Adviser’s policies on and compliance procedures for personal securities transactions; and (x) the Fund’s performance compared with a peer group of mutual funds and the Fund’s benchmark index.
Representatives from the Adviser, along with other Fund service providers, presented additional information and participated in question and answer sessions at the Board meeting to help the Trustees evaluate the Adviser’s services, fee and other aspects of the Agreement. The Independent Trustees received advice from
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THE ADVISORS’ INNER CIRCLE FUND | HAVERFORD QUALITY | |
GROWTH STOCK FUND | ||
OCTOBER 31, 2022 | ||
independent counsel and met in executive sessions outside the presence of Fund management and the Adviser.
At the Board meeting, the Trustees, including all of the Independent Trustees, based on their evaluation of the information provided by the Adviser and other service providers of the Fund, renewed the Agreement. In considering the renewal of the Agreement, the Board considered various factors that they determined were relevant, including: (i) the nature, extent and quality of the services provided by the Adviser; (ii) the investment performance of the Fund and the Adviser; (iii) the costs of the services provided and profits realized by the Adviser from its relationship with the Fund, including both direct and indirect benefits accruing to the Adviser and its affiliates; (iv) the extent to which economies of scale are being realized by the Adviser; and (v) whether fee levels reflect such economies of scale for the benefit of Fund investors, as discussed in further detail below.
Nature, Extent and Quality of Services Provided by the Adviser
In considering the nature, extent and quality of the services provided by the Adviser, the Board reviewed the portfolio management services provided by the Adviser to the Fund, including the quality and continuity of the Adviser’s portfolio management personnel, the resources of the Adviser, and the Adviser’s compliance history and compliance program. The Trustees reviewed the terms of the Agreement. The Trustees also reviewed the Adviser’s investment and risk management approaches for the Fund. The most recent investment adviser registration form (“Form ADV”) for the Adviser was available to the Board, as was the response of the Adviser to a detailed series of questions which included, among other things, information about the investment advisory services provided by the Adviser to the Fund.
The Trustees also considered other services provided to the Fund by the Adviser such as selecting broker-dealers for executing portfolio transactions, monitoring adherence to the Fund’s investment restrictions, and monitoring compliance with various Fund policies and procedures and with applicable securities laws and regulations. Based on the factors above, as well as those discussed below, the Board concluded, within the context of its full deliberations, that the nature, extent and quality of the services provided to the Fund by the Adviser were sufficient to support renewal of the Agreement.
Investment Performance of the Fund and the Adviser
The Board was provided with regular reports regarding the Fund’s performance over various time periods. The Trustees also reviewed reports prepared by the Fund’s administrator comparing the Fund’s performance to its benchmark index
33
THE ADVISORS’ INNER CIRCLE FUND | HAVERFORD QUALITY | |
GROWTH STOCK FUND | ||
OCTOBER 31, 2022 | ||
and a peer group of mutual funds as classified by Lipper, an independent provider of investment company data, over various periods of time. Representatives from the Adviser provided information regarding and led discussions of factors impacting the performance of the Fund, outlining current market conditions and explaining their expectations and strategies for the future. The Trustees determined that the Fund’s performance was satisfactory, or, where the Fund’s performance was materially below its benchmark and/or peer group, the Trustees were satisfied by the reasons for the underperformance and/or the steps taken by the Adviser in an effort to improve the performance of the Fund. Based on this information, the Board concluded, within the context of its full deliberations, that the investment results that the Adviser had been able to achieve for the Fund were sufficient to support renewal of the Agreement.
Costs of Advisory Services, Profitability and Economies of Scale
In considering the advisory fee payable by the Fund to the Adviser, the Trustees reviewed, among other things, a report of the advisory fee paid to the Adviser. The Trustees also reviewed reports prepared by the Fund’s administrator comparing the Fund’s net and gross expense ratios and advisory fee to those paid by a peer group of mutual funds as classified by Lipper. The Trustees reviewed the management fees charged by the Adviser to other clients with comparable mandates. The Trustees considered any differences in management fees and took into account the respective demands, resources and complexity associated with the Fund and other client accounts as well as the extensive regulatory, compliance and tax regimes to which the Fund is subject. The Board concluded, within the context of its full deliberations, that the advisory fee was reasonable in light of the nature and quality of the services rendered by the Adviser.
The Trustees reviewed the costs of services provided by and the profits realized by the Adviser from its relationship with the Fund, including both direct benefits and indirect benefits, such as research and brokerage services received under soft dollar arrangements, accruing to the Adviser and its affiliates. The Trustees considered how the Adviser’s profitability was affected by factors such as its organizational structure and method for allocating expenses. The Trustees concluded that the profit margins of the Adviser with respect to the management of the Fund were not unreasonable. The Board also considered the Adviser’s commitment to managing the Fund and its willingness to continue its expense limitation and fee waiver arrangement with the Fund.
The Trustees considered the Adviser’s views relating to economies of scale in connection with the Fund as Fund assets grow and the extent to which the benefits
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THE ADVISORS’ INNER CIRCLE FUND | HAVERFORD QUALITY | |
GROWTH STOCK FUND | ||
OCTOBER 31, 2022 | ||
of any such economies of scale are shared with the Fund and Fund shareholders. The Board considered the existence of any economies of scale and whether those were passed along to the Fund’s shareholders through a graduated advisory fee schedule or other means, including fee waivers. The Trustees recognized that economies of scale are difficult to identify and quantify and are rarely identifiable on a fund-by-fund basis. Based on this evaluation, the Board concluded that the advisory fee was reasonable in light of the information that was provided to the Trustees by the Adviser with respect to economies of scale.
Renewal of the Agreement
Based on the Board’s deliberations and its evaluation of the information described above and other factors and information it believed relevant in the exercise of its reasonable business judgment, the Board, including all of the Independent Trustees, with the assistance of Fund counsel and Independent Trustees’ counsel, unanimously concluded that the terms of the Agreement, including the fees payable thereunder, were fair and reasonable and agreed to renew the Agreement for another year. In its deliberations, the Board did not identify any absence of information as material to its decision, or any particular factor (or conclusion with respect thereto) or single piece of information that was all-important, controlling or determinative of its decision, but considered all of the factors together, and each Trustee may have attributed different weights to the various factors (and conclusions with respect thereto) and information.
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THE ADVISORS’ INNER CIRCLE FUND | HAVERFORD QUALITY | |
GROWTH STOCK FUND | ||
OCTOBER 31, 2022 | ||
For shareholders that do not have an October 31, 2022 tax year end, this notice is for informational purposes only. For shareholders with an October 31, 2022 year end, please consult your tax advisor as to the pertinence of this notice. For the fiscal year ended October 31, 2022, the Fund is designating the following items with regard to distributions paid during the year.
Ordinary Income Distribution | Long-Term Capital Gain Distributions | Total Distributions | Qualifying for Corporate Dividends Received Deduction(1) | Qualifying Dividend Income(2) | U.S. Government Interest(3) | Interest Related Dividends(4) | Short-term Capital Gain Dividends(5) | Qualifying Business Income (6) | ||||||||
13.21% | 86.79% | 100.00% | 100.00% | 100.00% | 0.00% | 0.00% | 100.00% | 0.00% |
(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 each of the aforementioned funds to designate the maximum amount permitted by law. |
(3) | “U.S. Government Interest” represents the amount of interest that was derived from direct U.S. Government obligations and distributed during the fiscal year. This amount is reflected as a percentage of ordinary income. Generally, interest from direct U.S. Government obligations is exempt from state income tax. However, for shareholders 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 Dividends” and is reflected as a percentage of ordinary income distribution. Interest related dividends are exempt from U.S. withholding tax when paid to foreign investors. |
(5) | The percentage of this column represents the amount of “Short-Term Capital Gain Dividends” and is reflected as a percentage of short-term capital gain distribution that is exempt from U.S. withholding tax when paid to foreign investors. |
(6) | The percentage of this column represents the amount of ordinary dividend income that qualifies for 20% Business Income Deduction. |
The information reported herein may differ from the information and distributions taxable to the shareholder for the calendar year ending December 31, 2022. Complete information will be computed and reported with your 2022 Form 1099-DIV.
36
Haverford Quality Growth Stock Fund
P.O. Box 219009
Kansas City, MO 64121
866-301-7212
Adviser:
Haverford Financial Services, Inc.
Three Radnor Corporate Center, Suite 450
Radnor, PA 19087
Distributor:
SEI Investments Distribution Co.
One Freedom Valley Drive
Oaks, PA 19456
Administrator:
SEI Investments Global Funds Services
One Freedom Valley Drive
Oaks, PA 19456
Legal Counsel:
Morgan, Lewis & Bockius LLP
1701 Market Street
Philadelphia, PA 19103
Independent Registered Public Accounting Firm:
Ernst & Young LLP
One Commerce Square
2005 Market Street, Suite 700
Philadelphia, PA 19103
This information must be preceded or accompanied by a current prospectus for the Fund described.
HIM-AR-001-1900
Item 2. Code of Ethics.
The Registrant (also referred to as the “Trust”) has adopted a code of ethics that applies to the Registrant’s principal executive officer, principal financial officer, controller or principal accounting officer, and any person who performs a similar function. There have been no amendments to or waivers granted to this code of ethics during the period covered by this report.
Item 3. Audit Committee Financial Expert.
(a)(1) The Registrant’s board of trustees has determined that the Registrant has at least one audit committee financial expert serving on the audit committee.
(a)(2) The audit committee financial expert is Robert Mulhall. Mr. Mulhall is considered to be “independent,” as that term is defined in Form N-CSR Item 3(a)(2).
Item 4. Principal Accountant Fees and Services.
Fees billed by PricewaterhouseCoopers LLP (“PwC”) 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:
2022 | 2021 | |||||||||||||||||||||||||
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) | $ | 72,710 | None | None | $ | 104,400 | None | None | |||||||||||||||||
(b) | Audit-Related Fees | None | None | None | None | None | None | |||||||||||||||||||
(c) | Tax Fees | $ | 10,000 | (2) | None | $ | 256,295 | (4) | $ | 10,000 | (2) | None | $ | 150,670 | (4) | |||||||||||
(d) | All Other Fees | None | None | $ | 86,500 | (5) | None | None | $ | 385,179 | (5) |
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:
2022 | 2021 | |||||||||||||||||||||||||
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) | $ | 529,590 | None | None | $ | 719,590 | None | None | |||||||||||||||||
(b) | Audit-Related Fees | $ | 10,000 | (6) | None | None | None | None | None | |||||||||||||||||
(c) | Tax Fees | $ | 2,000 | (3) | 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:
2022 | 2021 | |||||||||||||||||||||||||
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) | $ | 61,000 | None | None | $ | 77,300 | 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) | Final tax compliance services provided to McKee International Equity Portfolio. |
(3) | Common Reporting Standard (“CRS”) tax services for the Sands Capital Global Growth Fund. |
(4) | Tax compliance services provided to service affiliates of the funds. |
(5) | Non-audit assurance engagements for service affiliates of the funds. |
(6) | Fees related to consents for Cambiar N-14 filings. |
(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):
2022 | 2021 | |||||||
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):
2022 | 2021 | |||||||
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):
2022 | 2021 | |||||||
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 $342,795 and $535,849 for 2022 and 2021, 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 $2,000 and $0 for 2022 and 2021, 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 2022 and 2021, 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.
(i) Not applicable. The Registrant has not retained, for the preparation of the audit report on the financial statements included in the Form N-CSR, a registered public accounting firm that has a branch or office that is located in a foreign jurisdiction and that the Public Company Accounting Oversight Board (the “PCAOB”) has determined that the PCAOB is unable to inspect or investigate completely because of a position taken by an authority in the foreign jurisdiction.
(j) Not applicable. The Registrant is not a “foreign issuer,” as defined in 17 CFR 240.3b-4.
Item 5. Audit Committee of Listed Registrants.
Not applicable to open-end management investment companies.
Item 6. Schedule of Investments.
Schedule of Investments is included as part of the Report to Shareholders filed under Item 1 of this form.
Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.
Not applicable to open-end management investment companies.
Item 8. Portfolio Managers of Closed-End Management Investment Companies
Not applicable to open-end management investment companies.
Item 9. Purchases of Equity Securities by Closed-End Management Company and Affiliated Purchasers.
Not applicable to open-end management investment companies.
Item 10. Submission of Matters to a Vote of Security Holders.
There have been no changes to the procedures by which shareholders may recommend nominees to the Registrant’s Board of Trustees during the period covered by this report.
Item 11. Controls and Procedures.
(a) The Registrant’s principal executive and principal financial officers, or persons performing similar functions, have concluded that the Registrant’s disclosure controls and procedures, as defined in Rule 30a-3(c) under the Act (17 CFR § 270.30a-3(c)), as of a date within 90 days of the filing date of the report, are effective based on the evaluation of these controls and procedures required by Rule 30a-3(b) under the Act (17 CFR § 270.30a-3(b)) and Rule 13a-15(b) or Rule 15d-15(b) under the Exchange Act, as amended (17 CFR § 240.13a-15(b) or § 240.15d-15(b)).
(b) There has been no change in the Registrant’s internal control over financial reporting (as defined in Rule 30a-3(d) under the Act (17 CFR § 270.3a-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.
Item 12. Disclosure of Securities Lending Activities for Closed-End Management Investment Companies.
Not applicable to open-end management investment companies.
Item 13. Exhibits.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
(Registrant) | The Advisors’ Inner Circle Fund | |||
By (Signature and Title) | ||||
/s/ Michael Beattie | ||||
Michael Beattie, President | ||||
Date: January 6, 2023 |
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 6, 2023 | ||||
By (Signature and Title) | /s/ Andrew Metzger | |||
Andrew Metzger, | ||||
Treasurer, Controller, and CFO | ||||
Date: January 6, 2023 |