N-CSR/A 1 d487323dncsra.htm AIC EDGEWOOD GROWTH FUND AIC Edgewood Growth Fund
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM N-CSR/A

 

 

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: September 30, 2022

Date of reporting period: September 30, 2022

 

 

 


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Explanatory Note:

This Form N-CSR/A is filed in order to amend the Registrant’s Annual Report for the Edgewood Growth Fund dated September 30, 2022 and filed on December 9, 2022 (the “Report”). The Report is amended solely to correct the wording used in the Report of Independent Registered Public Accounting Firm when stating the periods and/or years covered in the audit of the financial highlights included within.

Other than the aforementioned revision, no other information or disclosures contained in the Report are amended by this Form N-CSR/A.


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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.


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LOGO

The Advisors’ Inner Circle Fund Annual Report September 30, 2022


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THE ADVISORS’ INNER CIRCLE FUND      EDGEWOOD GROWTH FUND
     SEPTEMBER 30, 2022

 

 

 

 

TABLE OF CONTENTS

 

 

Shareholder Letter

     1  

Schedule of Investments

     5  

Statement of Assets and Liabilities

     8  

Statement of Operations

     9  

Statements of Changes in Net Assets

     10  

Financial Highlights

     11  

Notes to Financial Statements

     13  

Report of Independent Registered Public Accounting Firm

     25  

Disclosure of Fund Expenses

     28  

Trustees and Officers of The Advisor’s Inner Circle Fund

     30  

Review of Liquidity Risk Management Program

     38  

Notice to Shareholders

     39  

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 1-800-791-4226; and (ii) on the SEC’s website at http://www.sec.gov.


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THE ADVISORS’ INNER CIRCLE FUND     EDGEWOOD GROWTH FUND
    SEPTEMBER 30, 2022
    (Unaudited)

 

 

 

Dear Shareholder,

Your fund was down -44.13% (Institutional shares) and down -44.36% (Retail shares) over the trailing twelve-month period ending September 30, 2022. The S&P 500 Growth Index was down -21.11% and the S&P 500 Index was down -15.47% in the same period. For the six-month period ending September 30, 2022, the Fund performance was down -33.76% (Institutional shares) and down -33.90% (Retail shares). In the same six-month period, the S&P 500 Growth Index was down -23.87% and the S&P 500 Index was down -20.20%.

Over the last twelve months, the one contributor was IHS Markit Ltd., followed by the least detractors CME Group Inc., Amazon.com, Inc., Equinix Inc., and Blackstone Inc. S&P Global Inc. completed its acquisition of IHS Markit Ltd. in February of 2022. Although Edgewood sold out of the IHS Markit position at the end of 2021, Edgewood is confident the merger will allow both companies to maintain their respective dominant market share positions while accelerating organic growth and expanding margins through cost-cutting synergies. CME has continued to benefit from a macro economic environment that is increasingly uncertain. The world has seen wild swings in energy prices, agricultural commodities, interest rates and foreign exchange among other asset classes. For the twelve months ending September 30, 2022, CME’s average daily trading volume is up over 20% reflecting the integral role CME plays in helping their clients manage risk.

Amazon continued to benefit from the accelerated adoption of e-commerce brought on by the COVID-19 pandemic, the strength of cloud migrations to its high margin Amazon Web Services business and its fast growth digital advertising business. Equinix benefited from secular growth trends including 5G deployment, cloud and edge computing, and data growth to support artificial intelligence. In addition, they continued to expand geographically with announced acquisitions in Latin America and Africa. Equinix also created incremental revenue opportunities by expanding their “bare metal” offering across 18 global metros. Blackstone continues to see record inflows as investors increasingly allocate to alternative assets. Their excellent brand, disciplined capital allocation and increasingly more recurring business should serve shareholders well going forward.

Over the last twelve months, the largest five detractors were Snap Inc., Align Technology, Inc., Illumina, Inc., Match Group Inc., and PayPal Holdings Inc. Snap was negatively impacted by customers drastically reducing brand advertising spend to offset inflation driven expense growth. The company continued to add users and improve time spent on the platform, but the reduction in customer spend resulted in free cash flow turning negative after three quarters of positive free cash flow and an operating loss of over $400 million during the second quarter. This loss caused

 

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THE ADVISORS’ INNER CIRCLE FUND     EDGEWOOD GROWTH FUND
    SEPTEMBER 30, 2022
    (Unaudited)

 

 

 

the company to pull guidance, announce layoffs, and begin a restructuring that resulted in key employees leaving. As a result, we exited the position during the third quarter. Align Technology was impacted by market closures in China, one of their largest markets, as well as slower consumer discretionary spending in Europe and the US. Illumina remains a market leader in next generation sequencing but has faced emerging competitive threats and a slowdown in demand ahead of a new product cycle. The recent product release, which includes both new machines and new chemistry, gives us increased confidence in the company’s competitive position and future earnings power. Illumina’s stock has also been negatively impacted by the regulatory response to the company’s acquisition of Grail. Grail has developed an early stage pan-cancer screening test that is early in its commercial launch. The combination of increasing dilution and regulatory uncertainty has weighed on Illumina’s performance.

Match’s business was resilient in the first half of the year maintaining strong top line growth rates excluding the impact of currency headwinds, however, the company reduced its outlook for the second half of the year due to execution issues at Tinder and macroeconomic headwinds. Bernard Kim joined Match Group as CEO in May and has upgraded the entire Tinder management team, including serving personally as interim CEO of Tinder. Mr. Kim was hired from Zynga where he served as President from 2016 to 2022. During this period, Zynga experienced remarkable growth and was ultimately acquired by Take Two for $12.7 billion. We are optimistic that Mr. Kim’s experience in gaming will help Match unlock a la carte revenue and drive higher revenue per player. PayPal was a beneficiary of the explosive growth in e-commerce driven by COVID-19 and issued guidance in the midst of that acceleration. But as the economy reopened, management was forced to lower FY22 targets and abandon long-term guidance. Over the course of 2021-2022, rumors of a Pinterest acquisition, slowing e-commerce growth, rising interest rates, withdrawal of long-term guidance, the departure of their CFO, and increasing concerns over competition punished the stock and lowered confidence in our ability to accurately model the business.

The underlying economic and business data is mixed, but seemingly mostly headed down. They include: softening home sales and prices; a crash in construction lumber prices, going from a high of $1,400 in March this year to $422 at the end of September; rapidly rising mortgage rates, with the 30-year rate more than doubling from 3% to 6.8% at the end of September 2022. A drop in US gasoline prices from over $5 per gallon to the mid-$3 range, as purchases dropped 5% to 9% this summer and down nearly 19% compared to pre-pandemic levels according to the Oil Price Information Service (OPIS). Heavy retail inventory liquidations and discounts to move merchandise, and dropping PMI (Purchasing Managers’ Index), an indicator for manufacturing and services, should all mean downward pressure on prices. These examples indicate a moderating trend.

 

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THE ADVISORS’ INNER CIRCLE FUND     EDGEWOOD GROWTH FUND
    SEPTEMBER 30, 2022
    (Unaudited)

 

 

 

That said, strong labor markets and over 5% increases in average hourly earnings over the past twelve months are proving resilient. Until these trends weaken, markets should not expect much respite from the Fed. Time will tell, but the Fed’s tough medicine, coupled with drooping consumer and business sentiment, should lead to more modest inflation numbers as we proceed into 2023.

Economic prognostications are always uncertain. However, one has to believe that with European and Chinese economies slowing and many indicators flashing the same in the US, that a reduction in inflation numbers will become evident in the next few months. The Fed will likely stop hiking rates at that time. The financial markets should react positively in reaction to that change in policy.

In the meantime, we believe the portfolio companies have solid growth prospects in a slowing, higher interest rate environment. With time, their profits could drive stock prices.

Sincerely,

Edgewood Management LLC

This material represents the manager’s assessment of the portfolio and market environment at a specific point in time and should not be relied upon by the reader as research or investment advice. Holdings are subject to change. Current and future holdings are subject to risk.

Mutual fund investing involves risk, including loss of principal. The Edgewood Growth Fund is a non-diversified fund. There can be no assurance that the Fund will achieve its stated objectives.

Definition of Comparative Indices

The S&P 500 Growth Index is a market capitalization weighted index consisting of those stocks within the S&P 500 Index that exhibit strong growth characteristics.

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

 

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THE ADVISORS’ INNER CIRCLE FUND     EDGEWOOD GROWTH FUND
    SEPTEMBER 30, 2022
    (Unaudited)

 

 

 

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

Institutional and Retail Shares, versus the S&P 500 Growth Index and the S&P 500 Index

 

     AVERAGE ANNUAL TOTAL RETURN FOR
THE PERIOD ENDED SEPTEMBER 30, 2022(1)(2)
    
    One Year    
Return    
   3 Year Return    5 Year Return    10 Year Return    Inception to
Date*

Institutional Shares

   -44.13%    1.69%      6.49%    12.41%      9.49%

Retail Shares

   -44.36%    1.28%      6.06%    12.04%      9.14%

S&P 500 Growth Index

   -21.11%    9.92%    11.42%    13.19%    10.12%

S&P 500 Index

   -15.47%    8.16%      9.24%    11.70%      8.57%

 

LOGO

*Inception date of Fund is February 28, 2006.

(1) If the Adviser had not limited certain expenses, the Fund’s total returns would have been lower.

(2) The graph is based on only the Institutional Shares; performance for Retail Shares would be different due to differences in fee structures.

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. The Fund’s performance assumes the reinvestment of all dividends and all capital gains. Index returns assume reinvestment of dividends and, unlike a Fund’s returns, do not reflect any fees or expenses. If such fees and expenses were included in the index returns, the performance would have been lower.

Please note that one cannot invest directly in an unmanaged index.

There are no assurances that the Fund will meet its stated objectives. The Fund’s holdings and allocations are subject to change because it is actively managed and should not be considered recommendations to buy individual securities.

Returns shown do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. See definition of comparative indices on page 3.

 

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THE ADVISORS’ INNER CIRCLE FUND     EDGEWOOD GROWTH FUND
    SEPTEMBER 30, 2022

 

 

 

 

 SECTOR WEIGHTINGS (Unaudited)†:

LOGO

 

  †    Percentages are based on total investments.

 

 

SCHEDULE OF INVESTMENTS

 

     

COMMON STOCK — 97.7%

 

     
           Shares                      Value          

BUSINESS SERVICES — 6.7%

     

Visa Inc., Cl A(A)

     6,037,872      $ 1,072,627,961  
     

 

 

 

COMMUNICATION SERVICES — 7.9%

     

Match Group Inc.*

     10,156,489        484,972,350  

Netflix Inc.* (A)

     3,288,869        774,331,317  
     

 

 

 

        1,259,303,667  
     

 

 

 

CONSUMER DISCRETIONARY — 13.3%

     

Amazon.com Inc.*

     5,190,361        586,510,793  

Chipotle Mexican Grill Inc., Cl A* (A)

     586,802        881,822,574  

Nike Inc., Cl B

     7,946,867        660,543,585  
     

 

 

 

            2,128,876,952  
     

 

 

 

CONSUMER STAPLES — 5.4%

     

The Estée Lauder Companies Inc., Cl A

     3,980,088        859,300,999  
     

 

 

 

FINANCIALS — 11.7%

     

Blackstone Inc.

     6,073,223        508,328,765  

CME Group Inc., Cl A

     3,567,200        631,858,136  

 

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

 

5


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THE ADVISORS’ INNER CIRCLE FUND     EDGEWOOD GROWTH FUND
    SEPTEMBER 30, 2022

 

 

 

 

  COMMON STOCK — continued

     
           Shares                      Value          

FINANCIALS — continued

     

S&P Global Inc.

     2,379,742      $ 726,654,220  
     

 

 

 

        1,866,841,121  
     

 

 

 

HEALTH CARE — 18.7%

     

Align Technology Inc.*

     2,131,578        441,471,120  

Danaher Corp

     3,821,126        986,958,634  

Illumina Inc.*

     4,053,567        773,380,048  

Intuitive Surgical Inc.*

     4,167,990        781,248,046  
     

 

 

 

            2,983,057,848  
     

 

 

 

INFORMATION TECHNOLOGY** — 29.7%

     

Adobe Inc.*

     2,594,076        713,889,715  

ASML Holding NV

     1,509,274        626,876,956  

Intuit Inc.

     2,310,997        895,095,358  

Microsoft Corp

     3,618,355        842,714,879  

NVIDIA Corp

     6,957,589        844,581,729  

ServiceNow Inc.*

     2,148,256        811,202,948  
     

 

 

 

        4,734,361,585  
     

 

 

 

REAL ESTATE — 4.3%

     

American Tower Corp., Cl A‡

     3,235,976        694,764,047  
     

 

 

 

TOTAL COMMON STOCK

     

(Cost $12,335,073,885)

        15,599,134,180  
     

 

 

 

    

     

  SHORT-TERM INVESTMENTS — 5.9%

     

Fidelity Institutional Money Market Funds - Government Portfolio, Cl I, 2.740% (B)

     264,549,656        264,549,656  

 

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

 

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THE ADVISORS’ INNER CIRCLE FUND     EDGEWOOD GROWTH FUND
    SEPTEMBER 30, 2022

 

 

 

 

SHORT-TERM INVESTMENTS — continued

     
           Shares                      Value          

Mount Vernon Liquid Assets Portfolio, LLC, 1.640% (B)(C)

     675,448,415      $ 675,448,415  
     

 

 

 

TOTAL Short-Term Investments

     

Cost $939,998,071)

        939,998,071  
     

 

 

 

TOTAL INVESTMENTS — 103.6%

     

(Cost $13,275,071,956)

      $   16,539,132,251  
     

 

 

 

 

 

Percentages are based on Net Assets of $15,961,781,856.

*

Non-income producing security.

**

More narrow industries are utilized for compliance purposes, whereas broad sectors are utilized for reporting purposes.

Real Estate Investment Trust (REIT)

(A)

This security or a partial position of this security is on loan at September 30, 2022. The total market value of securities on loan at September 30, 2022 was $652,941,923.

(B)

The rate reported is the 7-day effective yield as of September 30, 2022.

(C)

This security was purchased with cash collateral held from securities on loan (see Note 10).

Cl — Class

LLC — Limited Liability Company

As of September 30, 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 in Notes to Financial Statements.

 

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

 

7


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THE ADVISORS’ INNER CIRCLE FUND     EDGEWOOD GROWTH FUND
    SEPTEMBER 30, 2022

 

 

 

 

STATEMENT OF ASSETS AND LIABILITIES

 

Assets:

  

Investments, at Value (Cost $13,275,071,956)

   $    16,539,132,251*  

Receivable for Investment Securities Sold

     105,492,018    

Receivable for Capital Shares Sold

     59,567,639    

Dividends Receivable

     4,344,722    

Prepaid Expenses

     84,783    
  

 

 

 

Total Assets

     16,708,621,413    
  

 

 

 

Liabilities:

  

Payable upon Return of Securities Loaned

     675,448,415    

Payable for Capital Shares Redeemed

     62,565,177    

Payable due to Adviser

     6,926,410    

Payable due to Shareholder Servicing Agent (Retail Shares)

     610,468    

Distribution Fees Payable (Retail Shares)

     327,625    

Payable due to Administrator

     247,572    

Payable due to Trustees

     8,954    

Chief Compliance Officer Fees Payable

     2,441    

Other Accrued Expenses

     702,495    
  

 

 

 

Total Liabilities

     746,839,557    
  

 

 

 

Net Assets

   $ 15,961,781,856    
  

 

 

 

Net Assets Consist of:

  

Paid-in Capital

   $ 12,308,268,069    

Total Distributable Earnings

     3,653,513,787    
  

 

 

 
   $ 15,961,781,856    
  

 

 

 

Net Asset Value, Offering and Redemption Price Per Share-
Institutional Shares ($15,581,512,561 ÷ 471,611,662 shares)

   $ 33.04    
  

 

 

 

Net Asset Value, Offering and Redemption Price Per Share-
Retail Shares ($380,269,295 ÷ 12,271,888 shares)

   $ 30.99    
  

 

 

 

* Includes Market Value of Securities on Loan of $652,941,923.

 

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

 

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THE ADVISORS’ INNER CIRCLE FUND     EDGEWOOD GROWTH FUND
    SEPTEMBER 30, 2022

 

 

 

 

STATEMENT OF OPERATIONS

 

Investment Income

  

Dividend Income

   $ 138,719,631   

Income from Securities Lending

     925,102   

Less: Foreign Taxes Withheld

     (1,195,448)  
  

 

 

 

Total Investment Income

                  138,449,285  
  

 

 

 

Expenses

  

Investment Advisory Fees

     258,748,886   

Administration Fees

     4,626,285   

Distribution Fees (Retail Shares)

     1,730,594   

Shareholder Servicing Fees (Retail Shares)

     1,038,362   

Trustees’ Fees

     33,876   

Chief Compliance Officer Fees

     8,396   

Transfer Agent Fees

     1,653,380   

Printing Fees

     1,175,249   

Custodian Fees

     475,239   

Registration Fees

     345,777   

Professional Fees

     52,831   

Insurance and Other Expenses

     167,414   
  

 

 

 

Total Expenses

     270,056,289   
  

 

 

 

Less:

  

Waiver of Investment Advisory Fees*

     (8,824,437)  

Fees Paid Indirectly**

     (61,334)  
  

 

 

 

Net Expenses

     261,170,518   
  

 

 

 

Net Investment Loss

     (122,721,233)  
  

 

 

 

Net Realized Gain on Investments

     1,256,640,866   

Net Change in Unrealized Appreciation (Depreciation) on Investments

     (15,180,427,918)  
  

 

 

 

Net Realized and Unrealized Loss on Investments

     (13,923,787,052)  
  

 

 

 

Net Decrease in Net Assets Resulting from Operations

   $ (14,046,508,285)  
  

 

 

 

* See Note 5 in Notes to Financial Statements.

** See Note 4 in Notes to Financial Statements.

 

 

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

 

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THE ADVISORS’ INNER CIRCLE FUND     EDGEWOOD GROWTH FUND
        

 

 

 

 

STATEMENTS OF CHANGES IN NET ASSETS

 

     Year Ended
September 30, 2022
  Period Ended
September 30, 2021^
  Year Ended
October 31, 2020

Operations:

      

Net Investment Loss

   $ (122,721,233   $ (139,983,543   $ (82,877,911

Net Realized Gain on Investments

     1,256,640,866         1,812,382,687         1,654,995,025    

Net Change in Unrealized Appreciation (Depreciation) on Investments

     (15,180,427,918     7,137,018,100       4,401,778,993  
  

 

 

 

 

 

 

 

 

 

 

 

Net Increase (Decrease) in
Net Assets Resulting from Operations

     (14,046,508,285     8,809,417,244       5,973,896,107  
  

 

 

 

 

 

 

 

 

 

 

 

Distributions

      

Institutional Shares

     (1,772,781,896     (1,465,045,373     (46,958,367

Retail Shares

     (56,757,914     (40,808,179     (1,316,802
  

 

 

 

 

 

 

 

 

 

 

 

Total Distributions

     (1,829,539,810     (1,505,853,552     (48,275,169
  

 

 

 

 

 

 

 

 

 

 

 

Capital Share Transactions:(1)

      

Institutional Shares

      

Issued

     7,307,056,909       5,918,287,851       6,724,744,638  

Reinvestment of Distributions

     1,615,352,031       1,122,781,656       37,031,937  

Redeemed

     (9,414,344,671     (6,153,726,776     (4,436,969,540
  

 

 

 

 

 

 

 

 

 

 

 

Net Institutional Shares Transactions

     (491,935,731     887,342,731       2,324,807,035  
  

 

 

 

 

 

 

 

 

 

 

 

Retail Shares

      

Issued

     232,137,243       371,033,476       262,893,758  

Reinvestment of Distributions

     46,507,999       33,720,039       1,168,703  

Redeemed

     (404,774,101     (245,692,468     (212,528,304
  

 

 

 

 

 

 

 

 

 

 

 

Net Retail Shares Transactions

     (126,128,859     159,061,047       51,534,157  
  

 

 

 

 

 

 

 

 

 

 

 

Net Increase (Decrease) in Net Assets from Share Transactions

     (618,064,590     1,046,403,778       2,376,341,192  
  

 

 

 

 

 

 

 

 

 

 

 

Total Increase (Decrease) in Net Assets

     (16,494,112,685     8,349,967,470       8,301,962,130  
  

 

 

 

 

 

 

 

 

 

 

 

Net Assets:

      

Beginning of Year

     32,455,894,541       24,105,927,071       15,803,964,941  
  

 

 

 

 

 

 

 

 

 

 

 

End of Year

   $       15,961,781,856     $       32,455,894,541     $       24,105,927,071  
  

 

 

 

 

 

 

 

 

 

 

 

 

^

For the period November 1, 2020 to September 30, 2021. Effective February 24, 2021, the Edgewood Growth Fund changed its fiscal year end to September 30 (See Note 1 in the Notes to Financial Statements).

(1)

For share transactions, see Note 6 in the Notes to Financial Statements.

 

 

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

 

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THE ADVISORS’ INNER CIRCLE FUND     EDGEWOOD GROWTH FUND
        

 

 

 

 

 

FINANCIAL HIGHLIGHTS

Selected Per Share Data & Ratios

For a Share Outstanding Throughout Each Period or Year

 

     Institutional Shares  
     Year     

Period

     Year      Year      Year      Year  
     Ended      Ended      Ended      Ended      Ended      Ended  
     September 30,      September 30,      October 31,      October 31,      October 31,      October 31,  
     2022      2021^      2020      2019      2018      2017  

Net Asset Value, Beginning of Year

    $ 62.57          $ 48.33          $ 36.09           $ 32.56          $ 29.35          $ 22.41     
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Income (Loss) from Operations:

                 

Net Investment Income (Loss)(1)

     (0.23)          (0.27)          (0.17)          (0.10)          (0.11)          (0.09)    

Net Realized and Unrealized Gain (Loss)

     (25.81)          17.51           12.52           5.06           3.70           7.51     
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total from Operations

     (26.04)          17.24           12.35           4.96           3.59           7.42     
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Dividends and Distributions:

                 

Net Realized Gain

     (3.49)          (3.00)          (0.11)          (1.43)          (0.38)          (0.48)    
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total Dividends and Distributions

     (3.49)          (3.00)          (0.11)          (1.43)          (0.38)          (0.48)    
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Net Asset Value, End of Year .

    $ 33.04         $ 62.57         $ 48.33         $ 36.09         $ 32.56         $ 29.35    
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total Return†

     (44.13%)        36.99%        34.30%        16.43%        12.37%        33.75%  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Ratios and Supplemental Data

                 

Net Assets, End of Year (Thousands)

    $     15,581,513       $     31,517,529        $     23,508,881       $     15,393,594       $     12,789,768       $     10,290,880  

Ratio of Expenses to Average Net Assets

     1.00%        1.00%*        1.00%        1.00%        1.00%        1.00%  

Ratio of Expenses to Average Net Assets (Excluding Waivers and Fees Paid Indirectly)

     1.03%        1.04%*        1.04%        1.05%        1.06%        1.07%  

Ratio of Net Investment Loss to Average Net Assets

     (0.46)%        (0.51)%*        (0.41)%        (0.30)%        (0.32)%        (0.36)%  

Portfolio Turnover Rate

     32%        14%**        24%        25%        19%        13%  

 

^

For the period November 1, 2020 to September 30, 2021. Effective February 24, 2021, the Edgewood Growth Fund changed its fiscal year end to September 30 (See Note 1 in the Notes to Financial Statements).

Return is for the period indicated and has not been annualized. Total return would have been lower had certain expenses not been waived and assumed by the Adviser during the period. Returns shown do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares.

(1)

Calculated using average shares.

*

Annualized

**

Not Annualized

 

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

 

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FINANCIAL HIGHLIGHTS

Selected Per Share Data & Ratios

For a Share Outstanding Throughout Each Period or Year

     Retail Shares  
     Year      Period      Year      Year      Year      Year  
     Ended      Ended      Ended      Ended      Ended      Ended  
     September 30,      September 30,      October 31,      October 31,      October 31,      October 31,  
     2022      2021^      2020      2019      2018      2017  

Net Asset Value, Beginning of Year

    $ 59.13          $ 45.98          $ 34.48          $ 31.30          $ 28.33          $ 21.74     
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Income (Loss) from Operations:

                 

Net Investment Income (Loss)(1)

     (0.40)          (0.45)          (0.32)          (0.22)          (0.23)          (0.19)    

Net Realized and Unrealized Gain (Loss)

     (24.25)          16.60           11.93           4.83           3.58           7.26     
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total from Operations

     (24.65)          16.15           11.61           4.61           3.35           7.07     
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Dividends and Distributions:

                 

Net Realized Gain

     (3.49)          (3.00)          (0.11)          (1.43)          (0.38)          (0.48)    
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total Dividends and Distributions

     (3.49)          (3.00)          (0.11)          (1.43)          (0.38)          (0.48)    
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Net Asset Value, End of Year .

    $ 30.99         $ 59.13         $ 45.98         $ 34.48         $ 31.30         $ 28.33     
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total Return†

     (44.36%)        36.48%        33.75%        15.96%        11.97%        33.17%  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Ratios and Supplemental Data

                 

Net Assets, End of Year (Thousands)

    $ 380,269        $ 938,366        $ 597,046        $ 410,371        $ 429,537        $ 508,244   

Ratio of Expenses to Average Net Assets

     1.40%        1.40%*        1.40%        1.40%        1.40%        1.40%  

Ratio of Expenses to Average Net Assets (Excluding Waivers and Fees Paid Indirectly)

     1.43%        1.44%*        1.44%        1.45%        1.46%        1.47%  

Ratio of Net Investment Loss to Average Net Assets

     (0.87)%        (0.91)%*        (0.80)%        (0.68)%        (0.73)%        (0.75)%  

Portfolio Turnover Rate

     32%        14%**        24%        25%        19%        13%  

 

^

For the period November 1, 2020 to September 30, 2021. Effective February 24, 2021, the Edgewood Growth Fund changed its fiscal year end to September 30 (See Note 1 in the Notes to Financial Statements).

Return is for the period indicated and has not been annualized. Total return would have been lower had certain expenses not been waived and assumed by the Adviser during the period. Returns shown do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares.

(1)

Calculated using average shares.

*

Annualized

**

Not Annualized

 

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

 

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NOTES TO THE FINANCIAL STATEMENTS

 

1.

Organization:

The Advisors’ Inner Circle Fund (the “Trust”) is organized as a Massachusetts business trust under an Amended and Restated Agreement and Declaration of Trust dated February 18, 1997. The Trust is registered under the Investment Company Act of 1940, as amended, as an open-end management investment company with 39 funds. The financial statements herein are those of the Edgewood Growth Fund (the “Fund”) which offers two classes of shares: Institutional Shares and Retail Shares. The Fund is non-diversified and its investment objective is to provide long-term growth of capital. The financial statements of the remaining funds of the Trust are presented separately. The assets of each fund of the Trust are segregated, and a shareholder’s interest is limited to the fund of the Trust in which shares are held.

Effective February 24, 2021, the Fund changed its fiscal year end to September 30. The previous fiscal year end was October 31.

 

2.

Significant Accounting Policies:

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

Use of Estimates — The preparation of financial statements in conformity with U.S. generally accepted accounting principles (“U.S. GAAP”) requires management to make estimates and assumptions that affect the fair value of assets, the reported amount 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, at the most recent quoted bid price. For securities traded on NASDAQ, the NASDAQ Official Closing Price will be used. If available, debt securities are priced based upon valuations provided by independent, third-

 

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    SEPTEMBER 30, 2022
   

 

 

 

party pricing agents. Such values generally reflect the last reported sales price if the security is actively traded. The third-party pricing agents may also value debt securities at an evaluated bid price by employing methodologies that utilize actual market transactions, broker-supplied valuations, or other methodologies designed to identify the market value for such securities. Such methodologies generally consider such factors as security prices, yields, maturities, call features, ratings and developments relating to specific securities in arriving at valuations. On the first day a new debt security purchase is recorded, if a price is not available on the automated pricing feeds from our primary and secondary pricing vendors nor is it available from an independent broker, the security may be valued at its purchase price. Each day thereafter, the debt security will be valued according to the Fund’s Fair Value Procedures until an independent source can be secured.

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 designated the Adviser as the Board’s valuation designee to perform fair-value determinations for the Fund through a Fair Value 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 Fund’s Board of Trustees 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;

 

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the security’s primary trading market is temporarily closed at a time when under normal conditions it would be open; the security has not been traded for an extended period of time; the security’s primary pricing source is not able or willing to provide a price; or trading of the security is subject to local government-imposed restrictions. When a security is valued in accordance with the Fair Value Procedures, the Committee will determine the value after taking into consideration relevant information reasonably available to the Committee. As of September 30, 2022, there were no securities valued in accordance with the Fair Value Procedures.

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

 

   

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

 

   

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

 

   

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

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

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

 

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based on the specific identification method. Dividend income is recorded on the ex-dividend date. Interest income is recognized on the accrual basis.

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

Repurchase Agreements — The Fund may invest in tri-party repurchase agreements. Securities held as collateral for tri-party repurchase agreements are maintained in a segregated account by the broker’s custodian bank. Provisions of the repurchase agreements require that the market value of the collateral, including accrued interest thereon, is sufficient in the event of default of the counterparty. Such collateral will be cash, debt securities issued or guaranteed by the U.S. Government, securities that at the time of the repurchase agreement is entered into are rated in the highest category by a nationally recognized statistical rating organization (“NRSRO”) or unrated securities that are of comparable quality to securities that are rated in the highest category by an NRSRO, as determined by the Adviser. If the counterparty defaults and the value of the collateral declines or if the counterparty enters into an insolvency proceeding, realization and/or retention of the collateral by the Fund may be delayed or limited. As of September 30, 2022, the Fund did not have any open repurchase agreements.

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

 

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on factors including, but not limited to, examination by tax 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 September 30, 2022, the Fund did not have a liability for any interest or penalties related to 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 September 30, 2022, the Fund did not incur any interest or penalties.

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

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

Dividends and Distributions to Shareholders — Dividends from net investment income and distributions from net realized capital gains, if any, are declared and paid annually by the Fund.

 

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, 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 and fees have been approved by and are reviewed by the Board.

 

4.

Administration, Distribution, Shareholder Servicing, 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, which will vary depending on the number of share classes and the average daily net assets of the Fund. For the year ended September 30, 2022, the Fund incurred $4,626,285 for these services.

 

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    SEPTEMBER 30, 2022
   

 

 

 

The Fund has adopted the Distribution Plan (the “Plan”) for the Retail Shares. Under the Plan, the Distributor, or third parties that enter into agreements with the Distributor, may receive up to 0.25% of the Fund’s average daily net assets attributable to Retail Shares as compensation for distribution services. The Distributor will not receive any compensation for the distribution of Institutional Shares of the Fund.

The Fund has entered into shareholder servicing agreements with third-party service providers pursuant to which the service providers provide certain shareholder services to Fund shareholders (the “Service Plan”) for the Retail Shares. Under the Service Plan, the Fund may pay service providers a fee at a rate of up to 0.25% annually of the average daily net assets attributable to Retail Shares, subject to the arrangement for provision of shareholder and administrative services. For the year ended September 30, 2022, the Fund’s Retail Shares incurred $1,038,362 of shareholder servicing fees, an effective rate of 0.15%.

DST Systems, Inc. serves as the transfer agent and dividend disbursing agent for the Fund under a transfer agency agreement with the Trust. For the year ended September 30, 2022, the Fund earned cash management credits of $61,334 which were used to offset transfer agent expenses. This amount is listed as “Fees Paid Indirectly” on the Statement of Operations.

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

 

5.

Investment Advisory Agreement:

Under the terms of an investment advisory agreement, Edgewood Management LLC (the “Adviser”) provides investment advisory services to the Fund at a fee, which is calculated daily and paid twice per month at an annual rate of 1.00% of the Fund’s average daily net assets. The Adviser has contractually agreed to waive fees and reimburse expenses to the extent necessary to keep the Institutional Shares’ total annual operating expenses (excluding interest, taxes, brokerage commissions, acquired fund fees and expenses, and extraordinary expenses) from exceeding an amount equal to the management fees payable to the Adviser through January 31, 2023. The Adviser has contractually agreed to waive fees and reimburse expenses to the extent necessary to keep the Retail Shares’ total annual operating expenses (excluding interest, taxes, brokerage commissions, acquired fund fees and expenses, and extraordinary expenses) to an amount equal to the sum of the management fees, and, to the extent incurred, distribution (12b-1) fees and shareholder servicing fees, until January 31, 2023. Refer to “Waiver of Investment Advisory Fees” on the Statement of Operations for fees waived for the period ended September 30, 2022. In addition, the Adviser may receive from the Fund the difference between the

 

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    SEPTEMBER 30, 2022
   

 

 

 

Total Annual Fund Operating Expenses (not including excluded expenses) and the contractual expense limit to recoup all or a portion of its prior fee waivers or expense reimbursements made during the three-year period preceding the recoupment if at any point Total Annual Fund Operating Expenses (not including excluded expenses) are below the contractual expense limit (i) at the time of the fee waiver and/or expense reimbursement and (ii) at the time of the recoupment.

For the year ended September 30, 2022, the Adviser waived fees for the Fund in the amount of $8,824,437. The amounts subject to recapture which expire in 2023, 2024 and 2025 are $8,463,824, $10,628,581, and $8,824,437, respectively.

 

6.

Share Transactions:

 

     Year Ended
September 30, 2022
   Period Ended
    September 30,    

2021*
   Year Ended
  October 31, 2020  

Share Transactions:

              

Institutional Shares

              

Issued

       151,207,292              103,936,256              166,165,794      

Reinvested

       26,886,685              21,750,904              966,387      

Redeemed

           (210,181,207)                 (108,391,304)                 (107,251,462)     
    

 

 

 

    

 

 

      

 

 

 

Net Institutional Shares Transactions

           (32,087,230)             17,295,856              59,880,719       
    

 

 

 

    

 

 

      

 

 

 
     Year Ended
September 30, 2022
   Period Ended
September 30,

2021*
   Year Ended
October 31, 2020

Share Transactions:

              

Retail Shares

              

Issued

       4,834,970               6,797,328               6,591,208       

Reinvested

       822,714               689,149               31,949       

Redeemed

       (9,254,570)             (4,602,227)             (5,541,625)     
    

 

 

 

    

 

 

      

 

 

 

Net Retail Shares Transactions

       (3,596,886)             2,884,250               1,081,532       
    

 

 

 

    

 

 

      

 

 

 

Total Net Increase/ (Decrease) in Share Transactions

       (35,684,116)             20,180,106               60,962,251       
    

 

 

 

    

 

 

      

 

 

 

* For the period from November 1, 2020 to September 30, 2021.

 

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    SEPTEMBER 30, 2022
   

 

 

 

7.

Investment Transactions:

For the year ended September 30, 2022, the Fund made purchases of $8,043,415,623 and sales of $10,403,304,582 of investment securities other than long-term U.S. Government and short-term securities. The Fund had no purchases or sales of long-term U.S. Government securities.

 

8.

Federal Tax Information:

The amount and character of income and capital gain distributions to be paid, if any, are determined in accordance with Federal income tax regulations, which may differ from U.S. GAAP. As a result, net investment income (loss) and net realized gain (loss) on investment transactions for a reporting period may differ significantly from distributions during such period. These book/tax differences may be temporary or permanent. The permanent differences primarily consist of reclassification of long term capital gain distribution on REITs and net operating loss offset against short-term capital gains. The permanent difference that is credited or charged to Paid-in Capital and Distributable Earnings as of September 30, 2022 is primarily related to deemed distributions due to shareholder redemptions that have been reclassified to (from) the following accounts:

 

        Paid-in Capital        

   Distributable Earnings
(Loss)

          $376,304,731

   $(376,304,731)

The tax character of dividends and distributions declared during the period/fiscal years ended September 30, 2022, September 30, 2021 and October 31, 2020 were as follows:

 

          Ordinary     
Income
     Long-Term
    Capital Gain    
     Total         

2022

     $117,433,421        1,712,106,389        $1,829,539,810     

2021

     $232,876,098        $1,272,977,454        $1,505,853,552     

2020

     $                  –        $     48,275,169        $     48,275,169                              

 

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    SEPTEMBER 30, 2022
        

 

 

 

As of September 30, 2022, the components of Distributable Earnings on a tax basis were as follows:

 

Undistributed Long-Term Capital Gain

   $ 2,034,003,072    

Late-Year Loss Deferral

     (86,781,072)   

Post October Loss Short-Term

     (1,333,168,895)   

Other Temporary Differences

     5    

Unrealized Appreciation

     3,039,460,677    
  

 

 

 

Total Net Distributable Earnings

   $                 3,653,513,787    
  

 

 

 

Qualified late year ordinary Loss Deferral (including specified gain/loss items) represent losses realized from January 1, 2022 through September 30, 2022, that in accordance with federal income tax regulations, the Fund has elected to defer and treat as having arisen in the following fiscal year.

Post-October losses represent losses realized on investments and foreign currency transactions from November 1, 2021, through September 30, 2022, that, in accordance with U.S. Federal income tax regulations, the Funds have elected to defer and treat as having arisen in the following fiscal year.

The Federal tax cost and aggregate gross unrealized appreciation and depreciation on investments held by the Fund at September 30, 2022 were as follows:

 

      Federal

      Tax Cost      

 

Aggregate Gross

Unrealized

    Appreciation    

 

Aggregate Gross

Unrealized

    Depreciation    

 

Net Unrealized

  Appreciation  

$13,499,671,574

  $4,994,953,831   $(1,955,493,154)   $3,039,460,677

Tax cost on investment is different than book cost because of wash sale adjustments.

 

9.

Concentration/Risks:

The Fund’s investment strategy often results in a core group 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.

Equity Risk – 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 negatively affected by industry and/or economic trends and developments. The prices of securities issued by such companies may suffer a decline in response.

 

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These factors contribute to price volatility, which is the principal risk of investing in the Fund.

Non-Diversification Risk – The Fund is non-diversified and its investment strategy often results in a core group 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.

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

Foreign Company Risk – When the Fund invests in foreign securities, it will be subject to risks not typically associated with domestic securities. Although American Depositary Receipts (“ADRs”) are an alternative to directly purchasing the underlying foreign securities in their national markets and currencies, they are also subject to many of the risks associated with investing directly in foreign securities. Foreign investments can be riskier and more volatile than investments in the United States. Adverse political and economic developments or changes in the value of foreign currency can make it difficult for the Fund to sell its securities and could reduce the value of your shares. Securities of foreign companies may not be registered with the SEC and foreign companies are generally not subject to the regulatory controls imposed on U.S. issuers and, as a consequence, there is generally less publically available information about foreign securities than is available about domestic securities. Income from foreign securities owned by the Fund may be reduced by a withholding tax at the source, which tax would reduce income received from the securities comprising the portfolio. Foreign securities may also be more difficult to value than securities of U.S. issuers.

Investment Style Risk – The Fund pursues a “growth style” of investing, meaning that the Fund invests in equity securities of companies that the Adviser believes will have above-average rates of earnings growth and which, therefore, may experience above-average increases in stock prices. Over time, a growth investing style may go in and out of favor, causing the Fund to sometimes underperform other equity funds that use differing investing styles.

 

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Market Risk – The risk that the market value of an investment may move up and down, sometimes rapidly and unpredictably. Markets for securities in which the Fund invests may decline significantly in response to adverse issuer, political, regulatory, market, economic or other developments that may cause broad changes in market value, public perceptions concerning these developments, and adverse investor sentiment or publicity. Similarly, the impact of any epidemic, pandemic or natural disaster, or widespread fear that such events may occur, could negatively affect the global economy, as well as the economies of individual countries, the financial performance of individual companies and sectors, and the markets in general in significant and unforeseen ways. Any such impact could adversely affect the prices and liquidity of the securities and other instruments in which the Fund invests, which in turn could negatively impact the Fund’s performance and cause losses on your investment in the Fund.

Cyber Security Risk – The Fund and its service providers may be susceptible to operational and information security risks resulting from a breach in cyber security, including cyber-attacks. Cyber-attacks may interfere with the processing of shareholder transactions, impact the Fund’s ability to calculate its net asset value, cause the release of private shareholder information or confidential company information, impede redemptions, subject the Fund to regulatory fines or financial losses, and cause reputational damage. Similar types of cyber security risks are also present for issuers of securities in which the Fund invests.

 

10.

Loans of Portfolio Securities:

The Fund may lend portfolio securities having a market value up to one-third of the Fund’s total assets. Such loans are secured by collateral equal to no less than the market value of the loaned securities determined daily. Such collateral will be (i) cash collateral, which may be converted into collateral investments upon the direction of the Fund, and any proceeds derived therefrom, (ii) securities issued or guaranteed by the United States Government or its agencies, or (iii) irrevocable bank letters of credit issued by a person other than the borrower or an affiliate thereof, or equivalent obligation denominated in United States dollars. As of September 30, 2022, the cash collateral received is $675,448,415 which was used to purchase short-term investments. It is the Fund’s policy to obtain additional collateral from or return excess collateral to the borrower by the end of the next business day, following the valuation date of the securities loaned. Therefore, the value of the collateral held may be temporarily less than the value of the securities on loan. The securities lending agent (U.S. Bank National Association) and the Fund may pay a part of the interest earned from the investment of collateral in the form of a premium. The Fund records securities lending income net of such allocations. Lending securities entails a risk of loss to the Fund if and to the extent that the market value of the securities loans

 

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were to increase and the borrower did not increase the collateral accordingly, and the borrower fails to return the securities. The Fund could also experience delays and costs in gaining access to the collateral. The Fund bears the risk of any deficiency in the amount of the collateral available for return to the borrower due to any loss on the collateral invested. In the event of default, the Fund may use the collateral received to offset the position on the loan not returned by the borrower. As of September 30, 2022, the Fund had securities on loan with a market value of $652,941,923.

 

11.

Other:

At September 30, 2022, 46% of Institutional and 69% of Retail total shares outstanding were held by 3 and 3 record shareholders, respectively, each owning 10% or greater of the aggregate total shares outstanding. These shareholders were comprised of omnibus accounts that were held on behalf of various individual shareholders.

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

 

12.

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, as of September 30, 2022 no additional disclosures and/or adjustments were required to the financial statements.

 

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Trustees of The Advisors’ Inner Circle Fund and the Shareholders of Edgewood Growth Fund

Opinion on the Financial Statements

We have audited the accompanying statement of assets and liabilities of Edgewood Growth Fund (the “Fund”) (one of the series constituting The Advisors’ Inner Circle Fund (the “Trust”)), including the schedule of investments, as of September 30, 2022, and the related statement of operations for the year then ended, the statements of changes in net assets for the year then ended, the period from November 1, 2020 through September 30, 2021, and the year ended October 31, 2020, the financial highlights for the year ended September 30, 2022, the period from November 1, 2020 through September 30, 2021, and each of the four years ended October 31, 2020 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 September 30, 2022, the results of its operations for the year then ended, the changes in its net assets for the year then ended, the period from November 1, 2020 through September 30, 2021, and the year ended October 31, 2020 and its financial highlights for the year ended September 30, 2022, the period from November 1, 2020 through September 30, 2021, and each of the four years ended October 31, 2020, 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

 

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procedures included confirmation of securities owned as of September 30, 2022, by correspondence with the custodian, brokers, and others; when replies were not received from brokers, we performed other auditing procedures. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

 

LOGO

We have served as the auditor of one or more Edgewood Management LLC investment companies since 2006.

Philadelphia, Pennsylvania

November 28, 2022

 

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DISCLOSURE OF FUND EXPENSES (Unaudited)

We believe it is important for you to understand the impact of fees regarding your investment. All mutual funds have operating expenses. As a shareholder of a mutual fund, you incur ongoing costs, which include costs for fund management, administrative services, and shareholder reports (like this one), among others. Operating expenses, which are deducted from a mutual fund’s gross income, directly reduce the investment return of a mutual fund. A mutual fund’s expenses are expressed as a percentage of its average net assets. This figure is known as the expense ratio. The following examples are intended to help you understand the ongoing fees (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 (April 1, 2022 to September 30, 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 you paid over the period. The “Ending Account Value” shown is derived from the Fund’s actual return, and the fourth column shows the dollar amount that would have been paid by an investor who started with $1,000 in the Fund. You may use the information here, together with the amount you invested, to estimate the expenses that you paid over the period. To do so, simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number given for your Fund under the heading “Expenses Paid During Period.”

 

 

Hypothetical 5% return. This section is intended to help you compare your Fund’s costs with those of other mutual funds. It assumes that the Fund had a return of 5% before expenses during the period, but that the expense ratio is unchanged. In this case, because the return used is not the Fund’s actual return, the results do not apply to your investment. The example is useful in making comparisons because the SEC requires all mutual funds to calculate expenses based on a 5% return. You can assess your Fund’s costs by comparing this hypothetical example with the hypothetical examples that appear in shareholder reports of other mutual funds.

Please note that the expenses shown in the table are meant to highlight and help you compare ongoing costs only and do not reflect any transactional costs such as sales charges (loads), and redemption fees, which are described in the Prospectus. If this fee were applied to your account, your costs would be higher.

 

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  DISCLOSURE OF FUND EXPENSES (Unaudited)

 

     

Beginning

Account

Value

4/01/22

    

Ending

Account

Value

9/30/22

    

Annualized

Expense

Ratios

    

Expenses

Paid

During

Period*

 

Actual Fund Return

           

Institutional Shares

     $1,000          $662.40          1.00%         $4.17    

Retail Shares

     1,000          661.00          1.40            5.83    

Hypothetical 5% Return

           

Institutional Shares

     $1,000          $1,020.05          1.00%         $5.06    

Retail Shares

     1,000          1,018.05          1.40            7.08    

 

*

Expenses are equal to the Fund’s annualized expense ratio multiplied by the average account value over the period, multiplied by 183/365 (to reflect the one-half year period).

 

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  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 are Trustees who may

 

  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.

 

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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

1-800-791-4226. The following chart lists Trustees and Officers as of September 30, 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.

 

 

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

 

Name and

Year of Birth

  

Position with Trust

and Length of

Time Served1

  

Principal

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.

 

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Other Directorships

Held in the Past Five Years2

 

 

 

Current Directorships: Trustee of The Advisors’ Inner Circle Fund II, Bishop Street Funds 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.

 

 

 

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.

 

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

 

Name and Year

of Birth

  

Position

with Trust

and Length of

Time 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.

 

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Other Directorships

Held in the Past Five Years

 

 

 

None.

 

 

 

None.

 

 

None.

 

 

None.

 

 

 

None.

 

 

 

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

 

Name and Year

of Birth

 

Position

with Trust

and Length of

Time 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, SEl Institutional Investments Trust. SEI Institutional International Trust, SEI Institutional Managed Trust, SEl Tax Exempt Trust, Adviser Managed Trust, New Covenant Funds, SEl 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 Ill, 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)

 

   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.
  Anti-Money Laundering   
  Officer   
  (from 2015 – May 2022   
  and since November   
    2022)     

 

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Other Directorships

Held in the Past Five Years

 

 

 

None.

 

 

None.

 

 

 

None.

 

 

None.

 

 

 

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THE ADVISORS’ INNER CIRCLE FUND     EDGEWOOD GROWTH FUND
    SEPTEMBER 30, 2022
   

 

 

 

REVIEW OF LIQUIDITY RISK MANAGMENT PROGRAM (Unaudited)

 

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

At a meeting of the Board held on May 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.

 

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THE ADVISORS’ INNER CIRCLE FUND     EDGEWOOD GROWTH FUND
    SEPTEMBER 30, 2022
   

 

 

 

NOTICE TO SHAREHOLDERS (Unaudited)

For shareholders that do not have a September 30, 2022, tax year end, this notice is for informational purposes only. For shareholders with a September 30, 2022, tax year end, please consult your tax advisor as to the pertinence of this notice. For the fiscal year ended September 30 2022, the Fund is designating the following items with regard to distributions paid during the year.

 

            Qualifying                       
            for                       
            Corporate                       
            Dividends            Interest    Short-Term     
Long-Term   Ordinary       Received   Qualifying   U.S.    Related    Capital Gain    Qualifying
Capital Gain   Income   Total   Deduction   Dividend   Government    Dividends    Dividends    Business

Distributions

  Distributions   Distributions   (1)   Income (2)   Interest (3)    (4)    (5)    Income (6)
93.58%   6.42%   100%   83.96%   83.79%   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 of the Advisors’ Inner Circle Fund — Edgewood Growth Fund who are residents of California, Connecticut and New York, the statutory threshold requirements were not satisfied to permit exemption of these amounts from state income.

 

(4)

The percentage in this column represents the amount of “Interest Related Dividends” as created by the American Jobs Creation Act of 2004 and is reflected as a percentage of net investment income distributions that is exempt from U.S withholding tax when paid to foreign investors.

 

(5)

The percentage in this column represents the amount of “Short-Term Capital Gain Dividends” as created by the American Jobs Creation Act of 2004 and is reflected as a percentage of short-term capital gain distributions that is exempt from U.S withholding tax when paid to foreign investors.

 

(6)

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

The information reported herein may differ from the information and distributions taxable to the shareholder for the calendar year ending December 31, 2022. Complete information will be computed and reported with your 2022 Form 1099-DIV.

 

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Edgewood Growth Fund

P.O. Box 219009

Kansas City, MO 64121-9009

1-800-791-4226

Investment Adviser:

Edgewood Management LLC

600 Steamboat Road, Suite 103

Greenwich, Connecticut 06830-7181

Distributor:

SEI Investments Distribution Co.

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.

 

EMC-AR-001-1700


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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 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 September 30, 2022      FYE September 30, 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)    $ 24,030        None        None      $ 23,330        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.


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(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 (E&Y):


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     FYE
September 30,
2022
     FYE
September 30,
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 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 September 30th 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.


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Item 9. Purchases of Equity Securities by Closed-End Management Company and Affiliated Purchasers.

Not applicable to open-end management investment companies.

Item 10. Submission of Matters to a Vote of Security Holders.

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

Item 11. Controls and Procedures.

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

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

Item 12. Disclosure of Securities Lending Activities for Closed-End Management Investment Companies.

Not applicable to open-end management investment companies.

Item 13. Exhibits.

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

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

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


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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: August 8, 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: August 8, 2023      
By (Signature and Title)      

/s/ Andrew Metzger

      Andrew Metzger,
      Treasurer, Controller, and CFO
Date: August 8, 2023