UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-CSR
CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT
INVESTMENT COMPANIES
Investment Company Act File Number 811-06400
The Advisors’ Inner Circle Fund
(Exact name of registrant as specified in charter)
SEI Investments
One Freedom Valley Drive
Oaks, PA 19456
(Address of principal executive offices) (Zip code)
SEI Investments
One Freedom Valley Drive
Oaks, PA 19456
(Name and address of agent for service)
Registrant’s telephone number, including area code: (877) 446-3863
Date of fiscal year end: October 31, 2024
Date of reporting period: October 31, 2024
Item 1. Reports to Stockholders.
(a) A copy of the report transmitted to stockholders pursuant to Rule 30e-1 under the Investment Company Act of 1940, as amended (the “Act”) (17 CFR § 270.30e-1), is attached hereto.
The Advisors' Inner Circle Fund
Cambiar Aggressive Value ETF
Principal Listing Exchange: NYSE Arca, Inc.
Annual Shareholder Report: October 31, 2024
This annual shareholder report contains important information about the Cambiar Aggressive Value ETF (the "Fund") for the period from November 1, 2023 to October 31, 2024. You can find additional information about the Fund at https://cambiar.com/etf/camx/. You can also request this information by contacting us at 1-866-777-8227.
What were the Fund costs for the last year?
(based on a hypothetical $10,000 investment)
| Fund Name | Costs of a $10,000 investment | Costs paid as a percentage of a $10,000 investment |
|---|
| Cambiar Aggressive Value ETF | $67 | 0.59% |
How did the Fund perform in the last year?
Performance for the Cambiar Aggressive Value ETF was strong on an absolute basis, gaining 26.16% in fiscal 2024, while unable to keep pace with an even stronger-performing Russell 1000 Value Index. Global stock markets (led by the US) have favored broad investment themes – Artificial Intelligence (AI) in the technology/communications sectors, and anti-obesity drugs in the health care sector are two prominent examples. Outside of these visible themes, productivity-enhancing industrial businesses and a return to pre-Covid travel patterns have driven stocks upward in travel-related businesses. The AI theme happens to touch a high percentage of the largest stocks by capitalization in the overall market, with nine out of the largest ten S&P 500 stocks participating directly or indirectly in AI. Functionally, this kind of thematic bias leads to challenges in managing a more diversified portfolio. In a more concentrated portfolio such as Aggressive Value, a heavier lean to these areas would have been beneficial. The strategy’s positioning in less visible themes, such as a resumption in global industrial expansion (via substantial positions in industrial semiconductor suppliers), a return to normal and predictable volumes in consumer categories (such as spirits and cosmetics), and risks to global energy supply via underinvestment all lagged the markets due to deferred recoveries, still unstable volumes and other market structure issues. There are greater costs to a few misfires in a concentrated strategy, which largely explains the lag in FY2024.
For most of 2023, the market focused on the narrative of an inbound recession, given restrictive monetary policy at the Fed to combat inflation. As inflation receded from troubling levels in 2024, the Fed has begun to reverse course, with weakness in various industrial categories but no outright statistical recession in view. This more supportive monetary backdrop has led to broader market breadth in recent months.
The Aggressive Value ETF benefitted from positive stock selection in the Industrial and Communication Services sectors. We anticipated that demand for commercial aviation would return to pre-COVID levels, but with a more concentrated roster of beneficiaries due to poor business strategies at leading aircraft supplier Boeing and at discount airlines, leading to outsized upside for Airbus and Delta. We also saw outsized gains in earnings and sentiment around investment banking leaders Goldman Sachs and the credit card franchise of American Express. We are happy to see these positions perform well (they have been held since 2020), but would note a large component of the gains stem from an increase in their respective earnings and book multiples this year, with American Express rising from 13x forward earnings to 20x, while Goldman Sachs has seen its valuation expand form 0.93x book to 1.51x. These are just a couple of examples that reveal the extent of stock market emotions.
In 2025 and beyond, equity markets are priced at elevated valuations versus history; additional coincident indicators such as cyclically-adjusted earnings, investment grade corporate bond spreads all reside near historically high and tight levels, respectively. This suggests risk to valuation should cracks emerge in the current façade. Given the Cambiar Aggressive Value ETF’s capacity to concentrate, we are excited by the challenge this setup may represent.
How did the Fund perform during the last 10 years?
Total Return Based on $10,000 Investment
| Cambiar Aggressive Value ETFFootnote Reference** | Russell 3000 Index (USD)* | Russell 1000 Value Index (USD) |
|---|
| Oct/14 | $10,000 | $10,000 | $10,000 |
| Oct/15 | $10,889 | $10,449 | $10,053 |
| Oct/16 | $9,823 | $10,892 | $10,693 |
| Oct/17 | $11,548 | $13,504 | $12,595 |
| Oct/18 | $10,305 | $14,395 | $12,977 |
| Oct/19 | $11,134 | $16,337 | $14,432 |
| Oct/20 | $10,306 | $17,995 | $13,340 |
| Oct/21 | $15,248 | $25,894 | $19,178 |
| Oct/22 | $13,124 | $21,617 | $17,836 |
| Oct/23 | $14,372 | $23,429 | $17,860 |
| Oct/24 | $18,132 | $32,298 | $23,392 |
The line graph represents historical performance of a hypothetical investment of $10,000 in the Fund during the last 10 years. Returns shown are total returns, which assume the reinvestment of dividends and capital gains. The table and graph presented above do not reflect the deduction of taxes a shareholder would pay on Fund distributions or the redemption of Fund shares. Past performance is not indicative of future performance.Call 1-866-777-8227 or visit https://cambiar.com/etf/camx/ for current month-end performance.
Footnote Reference*As of October 2024, pursuant to the new regulatory requirements, this index has been added to represent the broad-based securities market index.
** Reflects performance of Cambiar Aggressive Value Fund through February 12, 2023 and Cambiar Aggressive Value ETF thereafter.
Average Annual Total Returns as of October 31, 2024
| Fund/Index Name | 1 Year | 5 Years | 10 Years |
|---|
Cambiar Aggressive Value ETFFootnote Reference** | 26.16% | 10.24% | 6.13% |
| Russell 3000 Index (USD)* | 37.86% | 14.60% | 12.44% |
| Russell 1000 Value Index (USD) | 30.98% | 10.14% | 8.87% |
Key Fund Statistics as of October 31, 2024
| Total Net Assets | Number of Holdings | Total Advisory Fees Paid | Portfolio Turnover Rate |
|---|
| $57,459,030 | 29 | $328,460 | 45% |
What did the Fund invest in?
Country WeightingsFootnote Reference*
| Value | Value |
|---|
| Japan | 1.9% |
| United Kingdom | 3.2% |
| Germany | 4.0% |
| Canada | 4.2% |
| France | 4.5% |
| United States | 81.5% |
| Footnote | Description |
Footnote* | Percentages are calculated based on total net assets. |
| Holding Name | | | Percentage of Total Net Assets |
|---|
| Delta Air Lines | | | 6.3% |
| CME Group, Cl A | | | 5.3% |
| Air Lease, Cl A | | | 4.8% |
| Bristol-Myers Squibb | | | 4.5% |
| Airbus ADR | | | 4.5% |
| Labcorp Holdings | | | 4.4% |
| Comcast, Cl A | | | 4.4% |
| Medtronic | | | 4.3% |
| Cenovus Energy | | | 4.2% |
| Infineon Technologies ADR | | | 4.0% |
There were no material changes during the reporting period.
Changes in and Disagreements with Accountants
There were no changes in or disagreements with accountants during the reporting period.
For additional information about the Fund, including its prospectus, financial information, holdings, and proxy voting information, call or visit:
Rule 30e-1 of the Investment Company Act of 1940 permits funds to transmit only one copy of a proxy statement, annual report or semi-annual report to shareholders (who need not be related) with the same residential, commercial or electronic address, provided that the shareholders have consented in writing and the reports are addressed either to each shareholder individually or to the shareholders as a group. This process is known as “householding” and is designed to reduce the duplicate copies of materials that shareholders receive and to lower printing and mailing costs for funds. Once implemented, if you would like to discontinue householding for your accounts, please call toll-free at 1-866-777-8227 to request individual copies of these documents. Once the Fund receives notice to stop householding, we will begin sending individual copies 30 days after receiving your request.
The Advisors' Inner Circle Fund
Cambiar Aggressive Value ETF: CAMX
Principal Listing Exchange: NYSE Arca, Inc.
Annual Shareholder Report: October 31, 2024
CMB-AR-TSR-2024-1
(b) Not applicable.
Item 2. Code of Ethics.
The Registrant (also referred to as the “Trust”) has adopted a code of ethics that applies to the Registrant’s principal executive officer, principal financial officer, controller or principal accounting officer, and any person who performs a similar function. There have been no amendments to or waivers granted to this code of ethics during the period covered by this report.
Item 3. Audit Committee Financial Expert.
(a)(1) The Registrant’s board of trustees has determined that the Registrant has at least one audit committee financial expert serving on the audit committee.
(a)(2) The Registrant’s audit committee financial expert is Robert Mulhall. Mr. Mulhall is considered to be “independent”, as that term is defined in Form N-CSR Item 3(a)(2).
Item 4. Principal Accountant Fees and Services.
Fees billed by PricewaterhouseCoopers LLP (“PwC”) related to the Trust.
PwC billed the Trust aggregate fees for services rendered to the Trust for the last two fiscal years as follows:
| | FYE October 31, 2024 | FYE October 31, 2023 |
| | | All fees and services to the Trust that were pre-approved | All fees and services to service affiliates that were pre-approved | All other fees and services to service affiliates that did not require pre-approval | All fees and services to the Trust that were pre-approved | All fees and services to service affiliates that were pre-approved | All other fees and services to service affiliates that did not require pre-approval |
| (a) | Audit Fees(1) | $91,274 | None | None | $72,710 | None | None |
| (b) | Audit-Related Fees | None | None | None | None | None | None |
| (c) | Tax Fees | None | None | None | None | None | $115,395(2) |
| (d) | All Other Fees | None | None | None | None | None | $47,411(3) |
Fees billed by Ernst & Young LLP (“E&Y”) related to the Trust.
E&Y billed the Trust aggregate fees for services rendered to the Trust for the last two fiscal years as follows:
| | FYE October 31, 2024 | FYE October 31, 2023 |
| | | All fees and services to the Trust that were pre-approved | All fees and services to service affiliates that were pre-approved | All other fees and services to service affiliates that did not require pre-approval | All fees and services to the Trust that were pre-approved | All fees and services to service affiliates that were pre-approved | All other fees and services to service affiliates that did not require pre-approval |
| (a) | Audit Fees(1) | $539,063 | None | None | $550,800 | None | None |
| (b) | Audit-Related Fees | None | None | None | None | None | None |
| (c) | Tax Fees | None | None | None | None | None | None |
| (d) | All Other Fees | None | None | None | None | None | None |
Fees billed by Cohen & Co. (“Cohen”) related to the Trust.
Cohen billed the Trust aggregate fees for services rendered to the Trust for the last two fiscal years as follows:
| | FYE October 31, 2024 | FYE October 31, 2023 |
| | | All fees and services to the Trust that were pre-approved | All fees and services to service affiliates that were pre-approved | All other fees and services to service affiliates that did not require pre-approval | All fees and services to the Trust that were pre-approved | All fees and services to service affiliates that were pre-approved | All other fees and services to service affiliates that did not require pre-approval |
| (a) | Audit Fees(1) | $43,700 | None | None | $61,000 | None | None |
| (b) | Audit-Related Fees | None | None | None | None | None | None |
| (c) | Tax Fees | None | None | None | None | None | None |
| (d) | All Other Fees | None | None | None | None | None | None |
Notes:
| (1) | Audit fees include amounts related to the audit of the Trust’s annual financial statements and services normally provided by the accountant in connection with statutory and regulatory filings. |
| (2) | Tax compliance services provided to service affiliates of the funds. |
| (3) | Non-audit assurance engagements for service affiliates of the funds. |
(e)(1) The Trust’s Audit Committee has adopted and the Board of Trustees has ratified an Audit and Non-Audit Services Pre-Approval Policy (the “Policy”), which sets forth the procedures and the conditions pursuant to which services proposed to be performed by the independent auditor of the Funds may be pre-approved.
The Policy provides that all requests or applications for proposed services to be provided by the independent auditor must be submitted to the Registrant’s Chief Financial Officer (“CFO”) and must include a detailed description of the services proposed to be rendered. The CFO will determine whether such services:
| (1) | require specific pre-approval; |
| (2) | are included within the list of services that have received the general pre-approval of the Audit Committee pursuant to the Policy; or |
| (3) | have been previously pre-approved in connection with the independent auditor’s annual engagement letter for the applicable year or otherwise. In any instance where services require pre-approval, the Audit Committee will consider whether such services are consistent with SEC’s rules and whether the provision of such services would impair the auditor’s independence. |
Requests or applications to provide services that require specific pre-approval by the Audit Committee will be submitted to the Audit Committee by the CFO. The Audit Committee will be informed by the CFO on a quarterly basis of all services rendered by the independent auditor. The Audit Committee has delegated specific pre-approval authority to either the Audit Committee Chair or financial expert, provided that the estimated fee for any such proposed pre-approved service does not exceed $100,000 and any pre-approval decisions are reported to the Audit Committee at its next regularly-scheduled meeting.
Services that have received the general pre-approval of the Audit Committee are identified and described in the Policy. In addition, the Policy sets forth a maximum fee per engagement with respect to each identified service that has received general pre-approval.
All services to be provided by the independent auditor shall be provided pursuant to a signed written engagement letter with the Registrant, the investment adviser, or applicable control affiliate (except that matters as to which an engagement letter would be impractical because of timing issues or because the matter is small may not be the subject of an engagement letter) that sets forth both the services to be provided by the independent auditor and the total fees to be paid to the independent auditor for those services.
In addition, the Audit Committee has determined to take additional measures on an annual basis to meet the Audit Committee’s responsibility to oversee the work of the independent auditor and to assure the auditor's independence from the Registrant, such as (a) reviewing a formal written statement from the independent auditor delineating all relationships between the independent auditor and the Registrant, and (b) discussing with the independent auditor the independent auditor’s methods and procedures for ensuring independence.
(e)(2) Percentage of fees billed applicable to non-audit services pursuant to waiver of pre-approval requirement were as follows (PwC):
| | 2024 | 2023 |
Audit-Related Fees | None | None |
| Tax Fees | None | None |
All Other Fees | None | None |
(e)(2) Percentage of fees billed applicable to non-audit services pursuant to waiver of pre-approval requirement were as follows (E&Y):
| | 2024 | 2023 |
Audit-Related Fees | None | None |
| Tax Fees | None | None |
All Other Fees | None | None |
(e)(2) Percentage of fees billed applicable to non-audit services pursuant to waiver of pre-approval requirement were as follows (Cohen):
| | 2024 | 2023 |
Audit-Related Fees | None | None |
| Tax Fees | None | None |
All Other Fees | None | None |
(f) Not applicable.
(g) The aggregate non-audit fees and services billed by PwC for services rendered to the Registrant, and rendered to the Registrant’s investment adviser (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser), and any entity controlling, controlled by, or under common control with the adviser that provides ongoing services to the Registrant for the last two fiscal-years-ended October 31st were $0 and $162,806 for 2024 and 2023, respectively.
(g) The aggregate non-audit fees and services billed by E&Y for services rendered to the Registrant, and rendered to the Registrant’s investment adviser (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser), and any entity controlling, controlled by, or under common control with the adviser that provides ongoing services to the Registrant for the last two fiscal-years-ended October 31st were $0 and $0 for 2024 and 2023, respectively.
(g) The aggregate non-audit fees and services billed by Cohen for services rendered to the Registrant, and rendered to the Registrant’s investment adviser (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser), and any entity controlling, controlled by, or under common control with the adviser that provides ongoing services to the Registrant for the last two fiscal-years-ended October 31st were $0 and $0 for 2024 and 2023, respectively.
(h) During the past fiscal year, all non-audit services provided by the Registrant’s principal accountant to either the Registrant’s investment adviser or to any entity controlling, controlled by, or under common control with the Registrant’s investment adviser that provides ongoing services to the Registrant were pre-approved by the Audit Committee of Registrant’s Board of Trustees. Included in the Audit Committee’s pre-approval of these non-audit service were the review and consideration as to whether the provision of these non-audit services is compatible with maintaining the principal accountant’s independence.
(i) Not Applicable. The Registrant has not retained, for the preparation of the audit report on the financial statements included in the Form N-CSR, a registered public accounting firm that has a branch or office that is located in a foreign jurisdiction and that the Public Company Accounting Oversight Board (the “PCAOB”) has determined that the PCAOB is unable to inspect or investigate completely because of a position taken by an authority in the foreign jurisdiction.
(j) Not applicable. The Registrant is not a “foreign issuer,” as defined in 17 CFR § 240.3b-4.
Item 5. Audit Committee of Listed Registrants.
Not applicable to open-end management investment companies.
Item 6. Schedule of Investments.
(a) The Schedule of Investments is included as part of the Financial Statements and Other Information filed under Item 7 of this form.
(b) Not applicable.
Item 7. Financial Statements and Financial Highlights for Open-End Management Investment Companies.
Financial statements and financial highlights are filed herein.
| THE ADVISORS’ INNER CIRCLE FUND | CAMBIAR AGGRESSIVE VALUE ETF |
OCTOBER 31, 2024
TABLE OF CONTENTS
| Financial Statements (Form N-CSR Item 7) | |
| Schedule of Investments | 1 |
| Statement of Assets and Liabilities | 2 |
| Statement of Operations | 3 |
| Statements of Changes in Net Assets | 4 |
| Financial Highlights | 5 |
| Notes to Financial Statements | 6 |
| Report of Independent Registered Public Accounting Firm | 11 |
| Notice to Shareholders (Unaudited) | 12 |
| Approval of Investment Advisory Agreement (Form N-CSR Item 11) (Unaudited) | 13 |
| THE ADVISORS’ INNER CIRCLE FUND | CAMBIAR AGGRESSIVE VALUE ETF |
OCTOBER 31, 2024
| SCHEDULE OF INVESTMENTS | | | | | | |
| COMMON STOCK — 99.3% | | | | | | |
| | | Shares | | | Value | |
| CANADA — 4.2% | | | | | | |
| Cenovus Energy | | | 148,480 | | | $ | 2,386,074 | |
| | | | | | | | | |
| FRANCE — 4.5% | | | | | | | | |
| Airbus ADR | | | 67,310 | | | | 2,561,146 | |
| | | | | | | | | |
| GERMANY — 4.0% | | | | | | | | |
| Infineon Technologies ADR | | | 73,368 | | | | 2,322,097 | |
| | | | | | | | | |
| JAPAN — 1.9% | | | | | | | | |
| Nintendo ADR | | | 84,565 | | | | 1,117,949 | |
| | | | | | | | | |
| UNITED KINGDOM — 3.2% | | | | | | | | |
| Diageo ADR | | | 15,000 | | | | 1,862,400 | |
| | | | | | | | | |
| UNITED STATES — 81.5% | | | | | | | | |
| Air Lease | | | 61,683 | | | | 2,735,641 | |
| Alphabet | | | 13,340 | | | | 2,282,607 | |
| American Express | | | 3,200 | | | | 864,256 | |
| Applied Materials | | | 3,960 | | | | 719,057 | |
| Bristol-Myers Squibb | | | 46,520 | | | | 2,594,420 | |
| Centene * | | | 27,858 | | | | 1,734,439 | |
| Chevron | | | 9,600 | | | | 1,428,672 | |
| CME Group | | | 13,510 | | | | 3,044,614 | |
| Comcast | | | 57,410 | | | | 2,507,095 | |
| Constellation Brands | | | 6,369 | | | | 1,479,774 | |
| Corteva | | | 24,000 | | | | 1,462,080 | |
| Delta Air Lines | | | 63,690 | | | | 3,644,342 | |
| Elevance Health | | | 2,900 | | | | 1,176,704 | |
| Energy Transfer | | | 134,930 | | | | 2,223,646 | |
| Estee Lauder | | | 21,000 | | | | 1,447,740 | |
| Goldman Sachs Group | | | 2,350 | | | | 1,216,806 | |
| Labcorp Holdings | | | 11,094 | | | | 2,532,427 | |
| Medtronic | | | 27,992 | | | | 2,498,286 | |
| PPG Industries | | | 17,570 | | | | 2,187,641 | |
| TE Connectivity | | | 11,008 | | | | 1,622,799 | |
| Texas Instruments | | | 11,101 | | | | 2,255,279 | |
| Uber Technologies * | | | 23,653 | | | | 1,704,199 | |
| Union Pacific | | | 8,100 | | | | 1,879,767 | |
| Waters * | | | 4,900 | | | | 1,583,239 | |
| | | | | | | | 46,825,530 | |
| TOTAL COMMON STOCK | | | | | | | | |
| (Cost $47,677,426) | | | | | | | 57,075,196 | |
| | | | | | | | | |
| TOTAL INVESTMENTS — 99.3% | | | | | | | | |
| (Cost $47,677,426) | | | | | | $ | 57,075,196 | |
Percentages are based on Net Assets of $57,459,030.
| * | Non-income producing security. |
ADR — American Depositary Receipt
As of October 31, 2024, all of the Fund's investments 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 Notes to Financial Statements.
The accompanying notes are an integral part of the financial statements.
| THE ADVISORS’ INNER CIRCLE FUND | CAMBIAR AGGRESSIVE VALUE ETF |
OCTOBER 31, 2024
| STATEMENT OF ASSETS AND LIABILITIES | | | | |
| | | | | |
| Assets: | | | | |
| Cost of securities | | $ | 47,677,426 | |
| | | | | |
| Investments in securities, at value | | $ | 57,075,196 | |
| Cash equivalents | | | 255,343 | |
| Dividends receivable | | | 52,560 | |
| Receivable for dividend tax reclaims | | | 107,048 | |
| Prepaid expenses | | | 6 | |
| Total Assets | | | 57,490,153 | |
| | | | | |
| Liabilities: | | | | |
| Investment Adviser fees payable | | | 29,123 | |
| Payable for capital shares redeemed | | | 2,000 | |
| Total Liabilities | | | 31,123 | |
| | | | | |
| Net Assets | | $ | 57,459,030 | |
| | | | | |
| Net Assets: | | | | |
| Paid-in Capital | | $ | 58,635,440 | |
| Total Accumulated Losses | | | (1,176,410 | ) |
| | | | | |
| Net Assets | | $ | 57,459,030 | |
| Total shares outstanding at end of year | | | 1,946,961 | |
| Net Asset Value Per Share | | | | |
| (Net Assets ÷ Shares Outstanding) | | $ | 29.51 | |
The accompanying notes are an integral part of the financial statements.
| THE ADVISORS’ INNER CIRCLE FUND | CAMBIAR AGGRESSIVE VALUE ETF |
FOR THE YEAR ENDED
OCTOBER 31, 2024
| STATEMENT OF OPERATIONS | | | |
| | | Aggressive Value | |
| | | ETF Fund | |
| Investment Income | | | | |
| Dividends | | $ | 1,189,098 | |
| Interest | | | 64,159 | |
| Less: Foreign Taxes Withheld | | | (24,960 | ) |
| Total Investment Income | | | 1,228,297 | |
| | | | | |
| Expenses | | | | |
| Investment Advisory Fees | | | 328,460 | |
| Total Expenses | | | 328,460 | |
| Net Investment Income | | | 899,837 | |
| | | | | |
| Net Realized Gain (Loss): | | | | |
| Net Realized Gain on Investments(1) | | | 5,331,484 | |
| Net Realized Gain on Foreign Currency Transactions | | | 599 | |
| Net Realized Gain (Loss) | | | 5,332,083 | |
| Net Unrealized Appreciation (Depreciation): | | | | |
| Net Change in Unrealized Appreciation on Investments | | | 5,925,124 | |
| Net Change in Unrealized Appreciation on Translation of Other Assets and Liabilities Denominated in Foreign Currencies | | | 487 | |
| Net Change in Unrealized Appreciation (Depreciation) | | | 5,925,611 | |
| Net Realized and Unrealized Gain (Loss) | | | 11,257,694 | |
| Net Increase in Net Assets from Operations | | $ | 12,157,531 | |
| (1) | Includes realized gain as a result of in-kind transactions. (See Note 5 in Notes to Financial Statements.) |
The accompanying notes are an integral part of the financial statements.
| THE ADVISORS’ INNER CIRCLE FUND | CAMBIAR AGGRESSIVE VALUE ETF |
STATEMENTS OF CHANGES IN NET ASSETS
| | Year Ended October 31, 2024 | | | Year Ended October 31, 2023* | |
| Operations: | | | | | | | |
| Net Investment Income | | $ | 899,837 | | | $ | 693,517 | |
| Net Realized Gain(1) | | | 5,332,083 | | | | 4,388,233 | |
| Net Change in Unrealized Appreciation (Depreciation) | | | 5,925,611 | | | | (1,016,629 | ) |
| Net Increase in Net Assets Resulting from Operations | | | 12,157,531 | | | | 4,065,121 | |
| | | | | | | | | |
| Distributions: | | | (287,724 | ) | | | (291,761 | ) |
| | | | | | | | | |
| Capital Share Transactions: | | | | | | | | |
| Issued | | | 5,676,392 | | | | 5,243,058 | |
| Reinvestment of Dividends | | | — | | | | 287,762 | |
| Redeemed | | | (6,777,791 | ) | | | (6,070,414 | ) |
| Net Decrease in Net Assets from Capital Share Transactions | | | (1,101,399 | ) | | | (539,594 | ) |
| Total Increase in Net Assets | | | 10,768,408 | | | | 3,233,766 | |
| | | | | | | | | |
| Net Assets: | | | | | | | | |
| Beginning of year | | | 46,690,622 | | | | 43,456,856 | |
| End of year | | $ | 57,459,030 | | | $ | 46,690,622 | |
| | | | | | | | | |
| Share Transactions: | | | | | | | | |
| Issued | | | 200,000 | | | | 214,381 | |
| Reinvestment of Dividends | | | — | | | | 13,009 | |
| Redeemed | | | (238,364 | ) | | | (251,793 | ) |
| Net Decrease in Shares Outstanding | | | (38,364 | ) | | | (24,403 | ) |
Amounts designated as “—“ are $0 or have been rounded to $0.
| (1) | Includes realized gain as a result of in-kind transactions. (See Note 5 in Notes to Financial Statements.) |
| * | For the Period prior to February 12, 2023 the performance presented is for the Predecessor Fund. See Note 1 in the Notes to Financial Statements. |
The accompanying notes are an integral part of the financial statements.
| THE ADVISORS’ INNER CIRCLE FUND | CAMBIAR AGGRESSIVE VALUE ETF |
FINANCIAL HIGHLIGHTS
Selected Per Share Data & Ratios
For a Share Outstanding Throughout Each Year
| | | Year ended October 31, | |
| | | | 2024 | | | | 2023* | | | | 2022* | | | | 2021* | | | | 2020* | |
| Net Asset Value, Beginning of Year | | $ | 23.52 | | | $ | 21.62 | | | $ | 25.20 | | | $ | 17.11 | | | $ | 18.73 | |
| Income (Loss) from Operations: | | | | | | | | | | | | | | | | | | | | |
| Net Investment Income(1) | | | 0.45 | | | | 0.35 | | | | 0.17 | | | | 0.03 | | | | 0.15 | |
| Net Realized and Unrealized Gain (Loss) | | | 5.69 | | | | 1.70 | | | | (3.67 | ) | | | 8.16 | | | | (1.51 | ) |
| Total from Operations | | | 6.14 | | | | 2.05 | | | | (3.50 | ) | | | 8.19 | | | | (1.36 | ) |
| Dividends and Distributions: | | | | | | | | | | | | | | | | | | | | |
| Net Investment Income | | | (0.15 | ) | | | (0.15 | ) | | | (0.08 | ) | | | (0.10 | ) | | | (0.26 | ) |
| Total Dividends and Distributions | | | (0.15 | ) | | | (0.15 | ) | | | (0.08 | ) | | | (0.10 | ) | | | (0.26 | ) |
| Redemption Fees(1) | | | — | | | | — | | | | 0.00 | (2) | | | 0.00 | (2) | | | 0.00 | (2) |
| Net Asset Value, End of Year | | $ | 29.51 | | | $ | 23.52 | | | $ | 21.62 | | | $ | 25.20 | | | $ | 17.11 | |
| Total Return† | | | 26.16 | % | | | 9.51 | % | | | (13.93 | )% | | | 47.96 | % | | | (7.44 | )% |
| Ratios and Supplemental Data | | | | | | | | | | | | | | | | | | | | |
| Net Assets, End of Year (Thousands) | | $ | 57,459 | | | $ | 46,691 | | | $ | 43,457 | | | $ | 53,693 | | | $ | 37,808 | |
| Ratio of Expenses to Average Net Assets | | | 0.59 | % | | | 0.73 | % | | | 1.05 | % | | | 1.00 | % | | | 1.05 | % |
| Ratio of Expenses to Average Net Assets (Excluding Waivers) | | | 0.59 | % | | | 0.89 | % | | | 1.34 | % | | | 1.22 | % | | | 1.29 | % |
| Ratio of Net Investment Income to Average Net Assets | | | 1.62 | % | | | 1.48 | % | | | 0.72 | % | | | 0.13 | % | | | 0.86 | % |
| Portfolio Turnover Rate | | | 45 | % | | | 70 | % | | | 103 | % | | | 112 | % | | | 135 | % |
| * | For the Period prior to February 12, 2023 the performance presented is for the Predecessor Fund. See Note 1 in the Notes to Financial Statements. |
| † | Total return would have been lower had the Adviser not waived a portion of its fee. 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 the average shares method. |
| (2) | Amount represents less than $0.005 per share. |
Amounts designated as "-" are $0 or have been rounded to $0.
The accompanying notes are an integral part of the financial statements.
| THE ADVISORS’ INNER CIRCLE FUND | CAMBIAR AGGRESSIVE VALUE ETF |
| OCTOBER 31, 2024 |
NOTES TO FINANCIAL STATEMENTS
1. Organization:
The Advisors’ Inner Circle Fund (the “Trust”) was organized as a Massachusetts business trust under an Amended and Restated Agreement and Declaration of Trust dated February 18, 1997. The Trust is registered under the Investment Company Act of 1940, as amended, as an open-end management investment company with 26 portfolios. The financial statements herein are those of the Cambiar Aggressive Value ETF (the “Fund”), which is considered to be non-diversified. The investment objective of the Fund is to seek long-term capital 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.
Shares of the Fund are listed and traded on the NYSE Arca, Inc. (the "Exchange"). Market prices for shares of the Fund may be different from their net asset value ("NAV"). The Fund issues and redeems shares on a continuous basis to certain institutional investors (typically market makers or other broker-dealers) at NAV only in large blocks of shares, called "Creation Units". Transactions for the Fund are generally conducted in exchange for the deposit or delivery of cash. Once created, shares trade in a secondary market at market prices that change throughout the day in share amounts less than a Creation Unit.
Before the Fund commenced operations, the Fund acquired the assets and liabilities of the Cambiar Aggressive Value Fund, an open-ended mutual fund (the “Predecessor Fund”). After being approved by shareholders of the Predecessor Fund, the Predecessor Fund was reorganized into the Fund, effective on February 13, 2023 (the “Reorganization”). As a result of the Reorganization, shareholders of the Predecessor Fund received shares of the Fund, and the Fund assumed the performance and accounting history of the Predecessor Fund. The Reorganization was a tax-free exchange of shares for the shareholders of the Predecessor Fund
2. Significant Accounting Policies:
The accompanying financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“U.S. GAAP”) and are presented in U.S. dollars which is the functional currency of the Fund. The Fund is an investment company and therefore applies the accounting and reporting guidance issued by the U.S. Financial Accounting Standards Board (“FASB”) in Accounting Standards Codification (“ASC”) Topic 946, Financial Services — Investment Companies. The following are significant accounting policies which are consistently followed in the preparation of the financial statements.
Use of Estimates — The preparation of financial statements requires management to make estimates and assumptions that affect the fair value of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of increases and decreases in net assets from operations during the reporting period. Actual results could differ from those estimates and such differences could be material.
Security Valuation — Securities listed on a securities exchange, market or automated quotation system for which quotations are readily available (except for securities traded on NASDAQ), including securities traded over the counter, are valued at the last quoted sale price on an exchange or market (foreign or domestic) on which they are traded on the valuation date (or at approximately 4:00 pm ET if a security’s primary exchange is normally open at that time), or, if there is no such reported sale on the valuation date, at the most recent quoted bid price. For securities traded on NASDAQ, the NASDAQ Official Closing Price will be used. Debt obligations with remaining maturities of sixty days or less may be valued at their amortized cost, which approximates market value provided that it is determined the amortized cost continues to approximate fair value. Should existing credit, liquidity or interest rate conditions in the relevant markets and issuer specific circumstances suggest that amortized cost does not approximate fair value, then the amortized cost method may not be used. The prices for foreign securities are reported in local currency and converted to U.S. dollars using currency exchange rates.
Securities for which market prices are not “readily available” are valued in accordance with fair value procedures (the "Fair Value Procedures") established by the Adviser and approved by the Trust's Board of Trustees (the “Board”). Pursuant to Rule 2a-5 under the 1940 Act, the Board has designated the Adviser as the "valuation designee" to determine the fair value of securities and other instruments for which no readily available market quotations are available. The Fair Value Procedures are implemented through a Fair Value Committee (the “Committee”) of the Adviser.
In accordance with the authoritative guidance on fair value measurements and disclosure under GAAP, the Fund discloses the fair value of their investments in a hierarchy that prioritizes the inputs to valuation techniques used to measure the fair value. The objective of a fair value measurement is to determine the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (an exit price). Accordingly, the fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy under ASC 820 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; |
| THE ADVISORS’ INNER CIRCLE FUND | CAMBIAR AGGRESSIVE VALUE ETF |
| OCTOBER 31, 2024 |
| ● | Level 2 — Other significant observable inputs (includes quoted prices for similar securities, interest rates, prepayment speeds, credit risk, referenced indices, quoted prices in inactive markets, adjusted quoted prices in active markets, adjusted quoted prices on foreign equity securities that were adjusted in accordance with the Adviser’s pricing procedure, etc.) |
| ● | 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 qualify or 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 share-holders. 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 (i.e., the last 3 tax year ends, as applicable), on-going analysis of and changes to tax laws, regulations and interpretations thereof.
As of October 31, 2024, the Fund did not have a liability for any unrecognized tax benefits. The Fund recognizes interest and penalties, if any, related to unrecognized tax benefits as income tax expense in the Statements of Operations. During the year ended October 31, 2024, the Fund did not incur any interest or penalties.
Withholding taxes on foreign dividends have been provided for in accordance with the Fund's understanding of the applicable country's tax rules and rates. The Fund or its agent files withholding tax reclaims in certain jurisdictions to recover certain amounts previously withheld. The Fund may record a reclaim receivable based on collectability, which includes factors such as the jurisdiction's applicable laws, payment history and market convention. Professional fees paid to those that provide assistance in receiving the tax reclaims, which generally are contingent upon successful receipt of reclaimed amounts, are recorded in Professional Fees on the Statement of Operations once the amounts are due. The professional fees related to pursuing these tax reclaims are not subject to the Adviser's expense limitation agreement.
Security Transactions and Investment Income — Security transactions are accounted for on trade date for financial reporting purposes. Dividend income is recorded on the ex-dividend date and interest income is recognized on the accrual basis. Costs used in determining realized gains and losses on the sales of investment securities are based on specific identification.
Cash Equivalents — Idle cash and currency balances may be swept into various overnight sweep accounts and are classified as cash equivalents on the Statement of Assets and Liabilities. The Fund maintains cash in bank deposit accounts which, at times, may exceed United States federally insured limits. Amounts swept are available on the next business day.
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 gains and losses on investments and net change in unrealized appreciation (depreciation) on investments on the Statements 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 of the Trust which can be directly attributed to a particular Fund are borne by that Fund. Expenses which cannot be directly attributed to a Fund are apportioned among the Fund of the Trust based on the number of funds and/or relative net assets.
Dividends and Distributions to Shareholders — The Fund will distribute substantially all of their net investment income and net realized capital gains, if any, at least annually. All distributions are recorded on ex-dividend date.
| THE ADVISORS’ INNER CIRCLE FUND | CAMBIAR AGGRESSIVE VALUE ETF |
| OCTOBER 31, 2024 |
Creation Units — The Fund issues and redeems Shares at NAV and only in large blocks of Shares (each block of Shares for a Fund is a Creation Unit of 10,000 Shares, or multiples thereof).
The following table discloses the value/cost- of one creation unit, creation transaction fee and redemption transaction fee for each transaction in a Creation Unit as of October 31, 2024:
| Creation Unit Shares | | | Creation Transaction Fee | | | Value | | | Redemption Transaction Fee | |
| 10,000 | | | $ | 100 | | | $ | 295,100 | | | $ | 100 | |
The Adviser may retain all or a portion of the transaction fee to the extent the Adviser bears the expenses that otherwise would be borne by the Trust in connection with the purchase or redemption of a Creation Unit, which the transaction fee is designed to cover.
Except when aggregated in Creation Units, Shares are not redeemable securities of a Fund. Shares of a Fund may only be purchased or redeemed by certain Authorized Participants. An Authorized Participant is either (i) a broker- dealer or other participant in the clearing process through the Continuous Net Settlement System of the National Securities Clearing Corporation or (ii) a Depository Trust Company (‘‘DTC’’) participant and, in each case, must have executed a Participant Agreement with the Distributor. Most retail investors will not qualify as Authorized Participants or have the resources to buy and sell whole Creation Units. Therefore, they will be unable to purchase or redeem the Shares directly from a Fund. Rather, most retail investors will purchase Shares in the secondary market with the assistance of a broker and will be subject to customary brokerage commissions or fees when buying or selling Shares. If a Creation Unit is purchased or redeemed for cash, a higher transaction fee will be charged.
To the extent contemplated by an Authorized Participant Agreement, in the event an Authorized Participant has submitted a redemption request in proper form but is unable to transfer all or part of the shares comprising a Creation Unit to be redeemed to SEI Investments Distribution Co. (the "Distributor"), on behalf of the Fund, by the time as set forth in the Authorized Participant Agreement, the Distributor may nonetheless accept the redemption request in reliance on the undertaking by the Authorized Participant to deliver the missing shares as soon as possible, which undertaking shall be secured by the Authorized Participant's delivery and maintenance of collateral equal to a percentage of the value of the missing shares as specified in the Authorized Participant Agreement. An Authorized Participant Agreement may permit the Fund to use such collateral to purchase the missing shares, and could subject an Authorized Participant to liability for any shortfall between the cost of the Fund acquiring such shares and the value of the collateral. Amounts are disclosed as Segregated Cash Balance from Authorized Participants for Deposit Securities and Collateral Payable upon Return of Deposit Securities on the Statement of Assets and Liabilities, when applicable.
3. Administration, Distribution, Shareholder Servicing, Transfer Agent and Custody Agreements:
The Fund and SEI Investments Global Fund Services (the “Administrator”) are parties to an Administration Agreement under which the Administrator provides management and administrative services to the Fund. For these services, the Administrator is paid an asset-based fee, which will vary depending on the number of share classes and the average daily net assets of the Fund. For the year ended October 31, 2024, the Fund incurred no fees for these services for the Cambiar Aggressive Value ETF.
The Fund has adopted a shareholder servicing fee plan under which a shareholder servicing fee up to 0.25% of average daily net assets attributable to the Investor Class Shares of the Fund will be paid to the Distributor. The Distributor may perform, or may compensate other service providers for providing, certain shareholder and administrative services. Shareholder servicing fees in excess of 0.25% of average daily net assets are paid by Cambiar Investors, LLC (the “Adviser”).
Certain officers of the Trust are also officers of the Administrator, which is a wholly-owned subsidiary of SEI Investments Company and/or the Distributor. Such officers are paid no fees by the Trust for serving as officers of the Trust.
A portion of the services provided by the Chief Compliance Officer (“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 are reviewed by the Board.
Brown Brothers Harriman & Co serves as transfer agent for the Fund under the transfer agency agreement with the Trust.
Brown Brothers Harriman & Co serves 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.
| THE ADVISORS’ INNER CIRCLE FUND | CAMBIAR AGGRESSIVE VALUE ETF |
| OCTOBER 31, 2024 |
4. Investment Advisory Agreements:
Pursuant to an investment advisory agreement with the Trust and subject to the general supervision of the Board, the Adviser provides or causes to be furnished all investment management, supervisory, administrative and other services reasonably necessary for the operation of the Fund, including certain distribution services (provided pursuant to a separate distribution agreement) under a unitary fee structure. The Fund is responsible for paying: (a) the management fee payable to the Adviser under the investment advisory agreement; (b) interest; (c) taxes; (d) brokerage commissions, and other expenses incurred in placing or settlement of orders for the purchase and sale of securities and other investment instruments; (e) acquired fund fees and expenses; (f) accrued deferred tax liability; (g) extraordinary expenses; and (h) distribution fees and expenses paid by the Fund under any distribution plan adopted by the Board pursuant to Rule 12b-1 under the 1940 Act, if any. For its services to the Fund, the Adviser is entitled to a fee, which is calculated daily and paid monthly, at an annual rate of 0.59% of the average daily net assets of the Fund.
With respect to the Predecessor Fund, the advisory fee under the terms of an investment advisory agreement for the Predecessor Fund was 0.90% of the Predecessor Fund's average daily net assets. However, the Adviser had contractually agreed, through March 1, 2023, to waive a portion of its advisory fees and to assume expenses in order to keep net operating expenses (excluding interest, taxes, brokerage commissions, acquired fund fees and expenses, non-routine expenses, and shareholder servicing fees) of the Predecessor Fund from exceeding 0.95% of the average daily net assets of each of the Predecessor Fund's share classes (the “Contractual Expense Limit”).
5. Investment Transactions:
For the year ended October 31, 2024, the purchases and sales of investment in securities, excluding in-kind transactions, long-term U.S. Government and short-term securities were:
| Purchases | | | Sales | |
| $ | 28,646,065 | | | $ | 24,374,620 | |
There were no purchases or sales of long-term U.S. Government Securities of the Fund.
For the year ended October 31, 2024, in-kind transactions associated with creations and redemptions were:
| Purchases | | | Sales | | | Net Realized Gains | |
| $ | 1,667,934 | | | $ | 6,094,602 | | | $ | 1,777,369 | |
6. Federal Tax Information:
The timing and characterization of certain income and capital gains distributions are determined annually in accordance with federal tax regulations which may differ from U.S. GAAP. These book/tax differences may be temporary or permanent in nature. The permanent differences are primarily attributable to investments in partnerships, foreign currency translations. The permanent differences that are credited or charged to Paid-in Capital and Distributable Earnings as of October 31, 2024 is primarily related to tax treatment of gains (losses) from securities redeemed in-kind:
| Accumulated Losses | | | Paid-in Capital | |
| $ | (1,701,344 | ) | | $ | 1,701,344 | |
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 | |
| 2024 | | | $ | 287,724 | | | $ | — | | | $ | 287,724 | |
| 2023 | | | | 291,761 | | | | — | | | | 291,761 | |
As of October 31, 2024, the components of Distributable Earnings (Accumulated Losses) on a tax basis were as follows:
| Undistributed Ordinary Income | | $ | 759,838 | |
| Capital Loss Carryforwards | | | (11,444,209 | ) |
| Net Unrealized Appreciation | | | 9,507,957 | |
| Other Temporary Differences | | | 4 | |
| Total Accumulated Losses | | $ | (1,176,410 | ) |
| THE ADVISORS’ INNER CIRCLE FUND | CAMBIAR AGGRESSIVE VALUE ETF |
| OCTOBER 31, 2024 |
As of October 31, 2024, the Fund has capital losses carried forward as follows:
| Short-Term Loss | | | Long-Term Loss | | | Total Post-Enactment Capital Loss Carryforwards | |
| $ | 11,444,209 | | | $ | — | | | $ | 11,444,209 | |
During the year ended October 31, 2024, the fund utilized the prior year capital loss carryforward of $3,496,358.
The difference between book-basis and tax-basis unrealized appreciation (depreciation) is due to differences in the timing of recognition of gains and losses on investments for tax and book purposes. The Fund's net unrealized appreciation (depreciation) difference is attributable primarily to wash sales and partnerships.
The Federal tax cost and aggregate gross unrealized appreciation and depreciation on investments for Federal income tax purposes at October 31, 2024, were as follows:
| Federal Tax Cost | | | Aggregate Gross Unrealized Appreciation | | | Aggregate Gross Unrealized Depreciation | | | Net Unrealized Appreciation | |
| $ | 47,566,451 | | | $ | 11,024,270 | | | $ | (1,516,313 | ) | | $ | 9,507,957 | |
7. 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 established; however, based on experience, the risk of loss from such claims is considered remote.
8. Other:
At October 31, 2024, all shares issued by the Fund were in Creation Unit aggregations to Authorized Participants through primary market transactions (e.g., transactions directly with the Fund). However, the individual shares that make up those Creation Units are traded on the Exchange (e.g., secondary market transactions). Some of those individual shares have been bought and sold by persons that are not Authorized Participants. Each Authorized Participant has entered into an agreement with the Fund’s Distributor.
9. New Accounting Pronouncement:
In November 2023, the Financial Accounting Standards Board issued Accounting Standards Update No. 2023-07 (“ASU 2023-07”), Segment Reporting (“Topic 280”). ASU 2023-07 clarifies the guidance in Topic 280, which requires public entities to provide disclosures of significant segment expenses and other segment items. The guidance requires public entities to provide in interim periods all disclosures about a reportable segment’s profit or loss and assets that are currently required annually and also applies to public entities with a single reportable segment. Entities are permitted to disclose more than one measure of a segment’s profit or loss if such measures are used by the Chief Operating Decision Maker to allocate resources and assess performance, as long as at least one of those measures is determined in a way that is most consistent with the measurement principles used to measure the corresponding amounts in the consolidated financial statements. The amendments in ASU 2023-07 are effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. Management is currently evaluating the implications, if any, of the additional requirements and their impact on a Fund’s financial statements.
10. Subsequent Events:
The Fund has evaluated the need for additional disclosures and/or adjustments resulting from subsequent events. Based on this evaluation, no additional disclosures or adjustments were required to the financial statements.
| THE ADVISORS’ INNER CIRCLE FUND | CAMBIAR AGGRESSIVE VALUE ETF |
| OCTOBER 31, 2024 |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Trustees of The Advisors’ Inner Circle Fund and the Shareholders of Cambiar Aggressive Value ETF
Opinion on the Financial Statements
We have audited the accompanying statement of assets and liabilities of Cambiar Aggressive Value ETF (the “Fund”) (one of the funds constituting The Advisors’ Inner Circle Fund (the “Trust”)), including the schedule of investments, as of October 31, 2024, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, the financial highlights for each of the five years in the period then ended and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Fund (one of the funds constituting The Advisors’ Inner Circle Fund) at October 31, 2024, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and its financial highlights for each of the five years in the period then ended, in conformity with U.S. generally accepted accounting principles.
Basis for Opinion
These financial statements are the responsibility of the Trust’s management. Our responsibility is to express an opinion on the Fund’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Trust in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Trust is not required to have, nor were we engaged to perform, an audit of the Trust’s internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Trust’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of October 31, 2024, by correspondence with the custodian. 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 Cambiar Investors investment companies since 2005.
Philadelphia, Pennsylvania
December 23, 2024
| THE ADVISORS’ INNER CIRCLE FUND | CAMBIAR AGGRESSIVE VALUE ETF |
| OCTOBER 31, 2024 |
NOTICE TO SHAREHOLDERS (Unaudited)
For shareholders that do not have an October 31, 2024 tax year end, this notice is for informational purposes only. For shareholders with an October 31, 2024 tax year end, please consult your tax advisor as to the pertinence of this notice. For the fiscal year ended October 31 2024, the fund is designating the following items with regard to distributions paid during the year.
Long-Term
Capital Gain
Distributions | | Ordinary
Income
Distributions | | Total
Distributions | | Qualifying
for Corporate
Dividends
Rec.
Deduction (1) | | Qualifying
Dividend
Income (2) |
| 0.00% | | 100.00% | | 100.00% | | 99.99% | | 100.00% |
U.S.
Government
Interest (3) | | Interest
Related
Dividends (4) | | Short-Term
Capital Gain
Dividends (5) | | Qualifying
Business
Income (6) |
| 0.00% | | 0.00% | | 0.00% | | 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." |
| (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." It is the intention 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 total ordinary income distributions (the total of short term capital gain and net investment income distributions). Generally, interest from direct U.S. Government obligations is exempt from state income tax. However, for 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 in 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 in this column represents that amount of ordinary dividend income that qualified for 20% Business Income Deduction. |
| THE ADVISORS’ INNER CIRCLE FUND | CAMBIAR AGGRESSIVE VALUE ETF |
| OCTOBER 31, 2024 |
APPROVAL OF INVESTMENT ADVISORY AGREEMENT (UNAUDITED) (FORM N-CSR ITEM 11)
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 20–21, 2024 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 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 funds and the Fund’s benchmark indices.
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 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 indices and a peer group of 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 benchmarks 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.
| THE ADVISORS’ INNER CIRCLE FUND | CAMBIAR AGGRESSIVE VALUE ETF |
| OCTOBER 31, 2024 |
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 funds as classified by Lipper. 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 Trustees considered the Adviser’s views relating to economies of scale in connection with the Fund as Fund assets grow and the extent to which the benefits of any such economies of scale are shared with the Fund and Fund shareholders. The Board considered the existence of any economies of scale and whether those were passed along to the Fund’s shareholders through a graduated advisory fee schedule or other means, including fee waivers. The Trustees recognized that economies of scale are difficult to identify and quantify and are rarely identifiable on a fund-by-fund basis. Based on this evaluation, the Board concluded that the advisory fee was reasonable in light of the information that was provided to the Trustees by the Adviser with respect to economies of scale.
Renewal of the Agreement
Based on the Board’s deliberations and its evaluation of the information described above and other factors and information it believed relevant in the exercise of its reasonable business judgment, the Board, including all of the Independent Trustees, with the assistance of Fund counsel and Independent Trustees’ counsel, unanimously concluded that the terms of the Agreement, including the fees payable thereunder, were fair and reasonable and agreed to renew the Agreement for another year. In its deliberations, the Board did not identify any absence of information as material to its decision, or any particular factor (or conclusion with 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.
The Cambiar ETFs
P.O. Box 219009
Kansas City, MO 64121
1-866-777-8227
Investment Adviser
Cambiar Investors, LLC
200 Columbine Street
Suite 800
Denver, CO 80206
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
2222 Market Street
Philadelphia, PA 19103-2921
Independent Registered Public Accounting Firm
Ernst & Young LLP
2005 Market Street, Suite 700
Philadelphia, PA 19103
This information must be preceded or accompanied by a current prospectus for the Fund described.
CMB-AR-002-0200
Item 8. Changes in and Disagreements with Accountants for Open-End Management Investment Companies.
There were no changes in or disagreements with accountants on accounting and financial disclosure during the period covered by the report.
Item 9. Proxy Disclosures for Open-End Management Investment Companies.
There were no matters submitted to a vote of shareholders during the period covered by this report.
Item 10. Remuneration Paid to Directors, Officers, and Others of Open-End Management Investment Companies.
No remuneration was paid by the company during the period covered by the report to any Officers of the Trust, other than as disclosed as part of the financial statements included above in Item 7.
Item 11. Statement Regarding Basis for Approval of Investment Advisory Contract.
The disclosure regarding the Approval of Advisory Agreement, if applicable, is included as part of the financial statements included above in Item 7.
Item 12. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.
Not applicable to open-end management investment companies.
Item 13. Portfolio Managers of Closed-End Management Investment Companies.
Not applicable to open-end management investment companies.
Item 14. Purchases of Equity Securities by Closed-End Management Company and Affiliated Purchasers.
Not applicable to open-end management investment companies.
Item 15. Submission of Matters to a Vote of Security Holders.
There have been no changes to the procedures by which shareholders may recommend nominees to the Registrant’s Board of Trustees during the period covered by this report.
Item 16. Controls and Procedures.
(a) The Registrant's principal executive and principal financial officers, or persons performing similar functions, have concluded that the Registrant's disclosure controls and procedures, as defined in Rule 30a-3(c) under the Act (17 CFR § 270.30a-3(c)), as of a date within 90 days of the filing date of the report, are effective based on the evaluation of these controls and procedures required by Rule 30a-3(b) under the Act (17 CFR § 270.30a-3(b)) and Rule 13a-15(b) or Rule 15d-15(b) under the Securities Exchange Act of 1934, as amended (17 CFR § 240.13a-15(b) or § 240.15d-15(b)).
(b) There has been no change in the Registrant's internal control over financial reporting (as defined in Rule 30a-3(d) under the Act (17 CFR § 270.30a-3(d)) that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, the Registrant's internal control over financial reporting.
Item 17. Disclosure of Securities Lending Activities for Closed-End Management Investment Companies.
Not applicable to open-end management investment companies.
Item 18. Recovery of Erroneously Awarded Compensation.
(a) Not applicable.
(b) Not applicable.
Item 19. Exhibits.
(a)(1) Code of Ethics attached hereto.
(a)(2) Not applicable.
(a)(3) A separate certification for the principal executive officer and the principal financial officer of the Registrant, as required by Rule 30a-2(a) under the Act (17 CFR § 270.30a-2(a)), are filed herewith.
(a)(4) Not applicable.
(b) Officer certifications, as required by Rule 30a-2(b) under the Act (17 CFR § 270.30a-2(b)), also accompany this filing as exhibits.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| (Registrant) | The Advisors’ Inner Circle Fund | |
| | | |
| By (Signature and Title) | /s/ Michael Beattie | |
| | Michael Beattie | |
| | Principal Executive Officer | |
Date: January 6, 2025
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
| By (Signature and Title) | /s/ Michael Beattie | |
| | Michael Beattie | |
| | Principal Executive Officer | |
Date: January 6, 2025
| By (Signature and Title) | /s/ Andrew Metzger | |
| | Andrew Metzger | |
| | Principal Financial Officer | |
Date: January 6, 2025
