N-CSR 1 d666000dncsr.htm SANDS CAPITAL GLOBAL GROWTH Sands Capital Global Growth

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM N-CSR

 

 

CERTIFIED SHAREHOLDER REPORT OF REGISTERED

MANAGEMENT INVESTMENT COMPANIES

Investment Company Act File Number 811-06400

 

 

The Advisors’ Inner Circle Fund

(Exact name of registrant as specified in charter)

 

 

SEI Investments

One Freedom Valley Drive

Oaks, PA 19456

(Address of principal executive offices) (Zip code)

 

 

SEI Investments

One Freedom Valley Drive

Oaks, PA 19456

(Name and address of agent for service)

 

 

Registrant’s telephone number, including area code: (877) 446-3863

Date of fiscal year end: October 31, 2023

Date of reporting period: October 31, 2023

 

 

 


Item 1.

Reports to Stockholders.

(a)    A copy of the report transmitted to stockholders pursuant to Rule 30e-1 under the Investment Company Act of 1940, as amended (the “Act”) (17 CFR § 270.30e-1), is attached hereto.


The Advisors’ Inner Circle Fund

 

LOGO

Sands Capital Global Growth Fund

 

    Annual Report   October 31, 2023    
 

    

 
 
 

Investment Adviser:

Sands Capital Management, LLC

 

 


THE ADVISORS’ INNER CIRCLE FUND  

SANDS CAPITAL GLOBAL

GROWTH FUND

October 31, 2023

      

 

 

TABLE OF CONTENTS

 

   

Shareholders’ Letter

     1  

Schedule of Investments

     11  

Statement of Assets & Liabilities

     14  

Statement of Operations

     15  

Statements of Changes in Net Assets

     16  

Financial Highlights

     18  

Notes to Financial Statements

     20  

Report of Independent Registered Public Accounting Firm

     34  

Disclosure of Fund Expenses

     36  

Review of Liquidity Risk Management Program

     38  

Trustees and Officers of The Advisors’ Inner Circle Fund

     40  

Notice to Shareholders

     49  

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-PORT is available on the SEC’s website at https://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 fund securities, as well as information relating to how the Fund voted proxies relating to fund securities during the most recent 12-month period ended June 30, is available (i) without charge, upon request, by calling 1-888-826-5646; and (ii) on the SEC’s website at https://www.sec.gov.

 


THE ADVISORS’ INNER CIRCLE FUND  

SANDS CAPITAL GLOBAL

GROWTH FUND

October 31, 2023 (Unaudited)

      

 

 

Dear Shareholder:

We are pleased to provide you with the Annual Report for the Sands Capital Global Growth Fund (the “Fund”) for the twelve-month period ending October 31, 2023. Over the reporting period, the Fund’s Institutional Class Shares and Investor Class Shares returned 4.68% and 4.50%, respectively, compared to a 10.50% return for the MSCI All Country World Index (ACWI). While we monitor short-term performance (such as over one quarter, six months, or one year), our investment philosophy is long-term oriented and we intend to own each business that meets our investment criteria for three to five years, if not longer. As a result, we believe the Fund’s performance is best assessed over longer time frames that include the ups and downs of market cycles. Since inception (3/31/2010), the Fund’s Institutional Class Shares and Investor Class Shares annualized return was 9.01% and 8.79%, respectively, compared to a 7.59% annualized return for the ACWI.

Performance Review

The Sands Capital Global Growth Fund underperformed the MSCI ACWI for the 12-month period ending October 31. Security selection detracted most from relative results, outweighing the contribution from region and sector allocation and from currency effect.

Overall, from a regional perspective, Latin America was the top relative contributor and Western Europe was the top detractor. From a sector perspective, consumer discretionary and consumer staples contributed most to relative results, while financials and health care were the top detractors.

The top five absolute individual contributors to investment results were ASML Holding, Lam Research, MercadoLibre, Netflix, and Amazon. The top five absolute detractors were Adyen, Dexcom, iRhythm Technologies, Atlassian, and Nihon M&A Center.

During the period the Fund purchased Axon and NVIDIA. It sold CP All and Entain.

The Fund’s regional and sector exposures are largely a byproduct of Sands Capital’s bottom-up investment process, and below was the portfolio positioning at the end of the period:

 

-

The U.S./Canada was the Fund’s largest absolute regional weight and Latin America was its largest overweight. Western Europe was the Fund’s largest underweight, and it had no exposure to Eastern Europe and the Middle East & Africa.

-

From a sector perspective, information technology was the largest absolute weight and consumer discretionary was the largest overweight. Industrials was the largest underweight, and the Fund had no exposure to consumer staples, energy, real estate, and utilities.

The companies illustrated represent a subset of holdings in the Global Growth portfolio and were selected by the author on an objective basis to illustrate the views expressed in the Commentary.

 

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THE ADVISORS’ INNER CIRCLE FUND  

SANDS CAPITAL GLOBAL

GROWTH FUND

October 31, 2023 (Unaudited)

      

 

 

Individual contributors and detractors are determined using absolute contribution, which multiplies the portfolio weight for each security or group by its total return, calculated and compounded daily unless otherwise stated. International investments can be riskier than U.S. investments due to the adverse effects of currency exchange rates, differences in market structure and liquidity, as well as specific country, regional and economic developments. Investments in emerging markets are subject to abrupt and severe price declines. The economic and political structures of developing nations, in most cases, do not compare favorably with the U.S. or other developed countries in terms of wealth and stability, and their financial markets often lack liquidity. Because of this concentration in rapidly developing economies in a limited geographic area, the strategy involves a high degree of risk. In addition, the strategy is concentrated in a limited number of holdings. As a result, poor performance by a single large holding of the strategy would adversely affect its performance more than if the strategy were invested in a larger number of companies. The strategy’s growth investing style may become out of favor, which may result in periods of underperformance. Differences in account size, timing of transactions and market conditions prevailing at the time of investment may lead to different results, and clients may lose money. A company’s fundamentals or earnings growth is no guarantee that its share price will increase. Forward earnings projections are not predictors of stock price or investment performance, and do not represent past performance. Characteristics, sector exposure and holdings information are subject to change, and should not be considered as recommendations. The specific securities identified and described do not represent all of the securities purchased, sold, or recommended for advisory clients. There is no assurance that any securities discussed will remain in the portfolio or that securities sold have not been repurchased. You should not assume that any investment is or will be profitable. Upon request, a complete list of securities purchased and sold will be provided. A full list of public portfolio holdings, including their purchase dates, are available at http://www.sandscapital.com/sinceinception/. To receive a complete list of and description of the calculation methodology for the attribution analysis and complete list detailing each holding’s attribution please contact a member of the Client Relations Team at 703-562-4000.

Definition of the Comparative Index

The MSCI ACWI captures large and mid cap representation across 23 Developed Markets (DM) and 24 Emerging Markets (EM) countries. With 2,939 constituents, the index covers approximately 85% of the global investable equity opportunity set. DM countries include: Australia, Austria, Belgium, Canada, Denmark, Finland, France, Germany, Hong Kong, Ireland, Israel, Italy, Japan, Netherlands, New Zealand, Norway, Portugal, Singapore, Spain, Sweden, Switzerland, the UK and the US. EM countries include: Brazil, Chile, China, Colombia, Czech Republic, Egypt, Greece, Hungary, India, Indonesia, Korea, Kuwait, Malaysia, Mexico, Peru, Philippines, Poland, Qatar, Saudi Arabia, South Africa, Taiwan, Thailand, Turkey and United Arab Emirates.

Commentary – Uncovering Long-term Opportunity in a Short-sighted Market

Changing market and geopolitical environments are part of the equation for long-term investors. As human beings we hope for peace, economic certainty, and public safety, but as active investors, we are prepared to manage through trying times.

Key Points

 

-

As is typical during periods of disruption, many investors shorten their focus, see only alarmist headlines, and sell anything considered risky, which can often include long-duration growth assets.

-

Change creates uncertainty, distortion, doubt, and extreme volatility in financial markets, but it also unleashes countless opportunities for many of the companies we own and for those businesses that are still emerging.

 

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THE ADVISORS’ INNER CIRCLE FUND  

SANDS CAPITAL GLOBAL

GROWTH FUND

October 31, 2023 (Unaudited)

      

 

 

-

We believe that the best businesses with the strongest fundamentals have been able to take advantage of this downturn to fortify their competitive positions.

It’s been a difficult year. Rising interest rates, fears of recession, geopolitical conflict, and the outbreak of war between Israel and Hamas have collided to pressure equities. As is typical during periods of disruption, many investors shorten their focus, see only alarmist headlines, and sell anything considered risky, which can often include long-duration growth assets. During this challenging time, we have been fortunate to connect with many clients, consultants, and prospective investors, including at recent multi-investor events, to discuss what matters most, now and going forward.

Firstly, we have been here before. Changing market and geopolitical environments are just part of the equation for long-term investors. As human beings we hope for peace, economic certainty, and public safety, but as active investors, we are prepared to manage through trying times as we have during periods of war, economic decline, and pandemic over the past 30 years. The only constant is that change is inevitable.

While change creates uncertainty, distortion, doubt, and extreme volatility in financial markets, it also unleashes countless opportunities for many of the companies we own and for those businesses that are still emerging. If we can successfully identify and own the businesses that disproportionately benefit from those changes or— even better—create those changes, we should be able to uncover opportunities for wealth creation over the long term.

Innovation Matters

Throughout history, change has inspired and often forced innovation. Businesses lost little time adapting to new consumer needs during the coronavirus pandemic. Today, we see more innovation happening than ever before. As investors in long-term growth businesses, we believe that companies that are driving real value-added innovation can create wealth for consumers, society, and investors.

For instance, as the dust settles after a few rocky post-pandemic years, we are witnessing the emergence of a pattern that we have experienced following past periods of disruption. What we believe to be the best businesses with the strongest fundamentals are emerging stronger and with consolidated competitive positions in their respective market categories. These businesses are improving their free cash flow and profitability profiles. In select businesses, we are now seeing some of the most compelling valuations of the past decade, creating a prime entry point for investors and a strong case for active growth investing.

Long-term Focus Matters

Undoubtedly active management has come under fire during the last years of market turmoil, and investors are questioning its utility. Indeed, it has been a challenging time for us and other active managers.

 

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THE ADVISORS’ INNER CIRCLE FUND  

SANDS CAPITAL GLOBAL

GROWTH FUND

October 31, 2023 (Unaudited)

      

 

 

However, we believe that our approach to active management works over the long term. That being said, getting to the long term will not always be a smooth journey. As we have recently experienced, volatility may reign supreme when the collision of changes—pandemic, inflation, interest rate increases, technological disruption, and geopolitical tensions—creates distortion and sows doubt. However, we believe, and our numbers support, that the long-term gains outweigh the short-term pain. In other words, we believe the rewards will be worth the wait. Over the past 30-plus years, if we look to the results of our longest-running strategy, we see that significant drawdowns have typically been followed by long periods of excess returns. (See Exhibit 1)

SELECT GROWTH HAS TYPICALLY OUTPERFORMED FOLLOWING ITS ALL-TIME WORST DRAWDOWNS

 

  10 worst Peak-to-Trough Drawdowns  
 

DRAWDOWN

VALLEY

 

MAX

DRAWDOWN

PERCENTAGE

 

CURRENT

DRAWDOWN

PERCENTAGE

      

3Y FORWARD

ANNUALIZED

RELATIVE RESULTS

  5Y FORWARD
ANNUALIZED
RELATIVE RESULTS
 

10Y FORWARD

ANNUALIZED

RELATIVE RESULTS

 
9/30/2002   -58.4   -       7.5   2.8     3.7  
9/30/2022   -55.6   -44.1       -   -     -  
2/28/2009   -54.1   -       13.0   10.6     4.2  
12/31/2018   -17.5   -       -0.2   -     -  
2/28/2016   -15.7   -       5.4   7.3     -  
8/31/1996   -14.8   -       6.7   7.2     3.9  
9/30/2011   -13.7   -       3.8   0.0     2.5  
3/31/2020   -12.8   -       -12.7   -     -  
4/30/2014   -10.9   -       -3.1   0.6     -  
9/30/2015   -10.6   -       1.2   3.5     -  

Exhibit 1: Investment results shown are those of the Select Growth Tax Exempt Institutional Equity Composite beginning 2/29/1992 (composite inception date) through 9/30/2023. They are net of advisory fees and expenses and reflect the reinvestment of dividends and any other earnings. Net of fee performance was calculated using Select Growth Tax Exempt Institutional Equity Composite’s actual fees and performance fees if applicable. Relative investment results shown against the Russell 1000 Growth Index. Past performance is not indicative of future results. You should not assume that any investment is or will be profitable. GIPS Reports found at http://sandscap.com/gips-report.

When mired in doubt and uncertainty, it’s difficult for investors and business owners to believe the best is yet to come. We have come to call the pattern of capacity building and adjusting during and after the pandemic the bullwhip effect. (See Exhibit 2)

Many businesses, especially those that were digitally oriented, experienced spikes in demand at the beginning of the pandemic. Shortages lead to stockpiling of everything from toilet paper to semiconductors. These temporary dynamics obscured the long-term fundamentals for many businesses. Sales and profits grew faster than expected as businesses moved to hire staff and increase capacity. Recall how consumers rushed to buy technology enabling them to work from home. Many

 

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THE ADVISORS’ INNER CIRCLE FUND  

SANDS CAPITAL GLOBAL

GROWTH FUND

October 31, 2023 (Unaudited)

      

 

 

companies used these windfall profits to reinvest in their businesses, expand their capacity, and take market share from competitors.

And then society opened, and the elevated demand began to subside, normalizing as consumers and businesses returned to work, the gym, the grocery store, and to a lesser extent the mall. This proved to be challenging, as demand peaked but investment levels remained elevated, weighing on margins and near-term profitability. Investors increasingly called into question whether certain growth businesses were flashes in the pan, or merely navigating a reset. Instead of taking the time to discern the difference, the fastest Federal Reserve interest-rate hiking cycle in over 40 years caused investors to simply dump high valuation equities without regard for the potential profitability certain companies were well positioned to achieve. However, we believe that while many businesses were investing for the present, leaders were positioning for the future. They were essentially sowing the seeds for future growth, innovation, and profitability in a world that would eventually return to normal.

As an active manager in innovative growth companies, we are well aware of how sensitive valuations of high-growth stocks are to changes in macroeconomic conditions and are willing to accept the resultant short-term share price volatility in exchange for potential long-term wealth creation. For sure the meteoric rise to a nearly two-decade high for 10-year U.S. Treasury yields spooked investors, who worried how a rising cost of capital would affect the ability of companies to fund future growth. But in adhering to our six criteria, we are able to look right past that short-term news.

 

LOGO

 

Exhibit 2: For illustrative purposes only.

The above image and descriptions

 

generalize the experience of many growth

businesses from the pandemic era, or

  2020 to present.         

 

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THE ADVISORS’ INNER CIRCLE FUND  

SANDS CAPITAL GLOBAL

GROWTH FUND

October 31, 2023 (Unaudited)

      

 

 

We don’t invest in companies that borrow their way to growth. We invest in financially strong companies with category leadership, strong unit economics, and pricing power. These characteristics often enable them to go on the offensive and use adversities created by downturns and panics to their advantage. Two examples in recent years include the shake-up in U.S. food delivery and Brazilian ecommerce markets. We have seen many of our companies expand their market share, make selective acquisitions to consolidate a market, innovate to find new ways to add value for their customers, and benefit from more favorable terms with suppliers and/or lease agreements when they are able to continue to invest in growth while competitors are not. Financial strength is also critical for companies to not just survive but to thrive coming out of downturns because when rates rise, as they have just done, access to capital can completely dry up, especially for small- and medium-sized enterprises.

Over time, as the dust cleared, industries rationalized from these Wild West phases, and the long-term promise and the dominance of leading companies shone through more than ever. Leaders emerged and strengthened their competitive moats. Ecosystems and chokepoints began to shift. Companies that had intentionally delayed profitability to bolster competitiveness are beginning to demonstrate the power of their unit economics, allaying fears that these businesses were incapable of ever making money. Importantly, for many of the previously unprofitable businesses that we own, they are improving their margins while still growing faster than the overall market. For them, as we expected, profitability was more of a choice than a hope.

In the past year, we have seen how this bullwhip pattern has separated the contributors from the detractors. Businesses that have been able to normalize operating expenses, absorb excess supply, and balance their workforces have in many instances performed well, while companies still burdened by pandemic-induced spending and hiring patterns have been among our top detractors.

Overall this rationalization phase has favored those companies with highly demanded products and services and strong operating leverage and unit economics.

Growth Matters

Fortunately, we are well positioned for these periods when investors stop gawking at the short term and focus returns to fundamentals.

At Sands Capital, our goal is to outperform our benchmarks over rolling long-term periods. To do so, we believe we must own companies with durable, above-average earnings growth, since earnings growth is the primary driver of stock returns over the long run.

 

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THE ADVISORS’ INNER CIRCLE FUND  

SANDS CAPITAL GLOBAL

GROWTH FUND

October 31, 2023 (Unaudited)

      

 

 

While price-to-earnings multiples can help or hurt in any given year or environment, over the long run fundamentals tend to drive the bulk of the market’s —and our— results.

However, not all growth is created equally. To that end, we are exclusively focused on identifying secular growth opportunities with companies that have competitive advantages that we believe can achieve sustainable growth. To do so, it is more important than ever to be true to our research process and ruthless with our investment criteria.

Conviction Matters

The recent sell-off has presented us with an opportunity to increase positions in our highest conviction names. We have seen equity markets that tend to bottom before economic cycles, providing potentially good entry points for investors who can look past the panic and toward the future.

And to us, it appears that many of our businesses are well-positioned to move into a future in which investors are more skeptical of valuations, earnings, and end markets. We believe the fundamental outlook of these businesses is strong, and in many cases, stronger than it was before the disruptive phases and sell-offs of the past three years.

As we’ve seen following previous bear markets, businesses with strong fundamentals will likely lead the way higher. As active managers, our job is to use the market’s indiscriminate selling as an opportunity to identify high-quality assets at discounts to their long-term value.

Change Creates Opportunity

We began this article by asserting that change creates opportunity. We believe that is a constant. Many panic when they see volatility—a short-term dynamic often unrelated to fundamentals—and equate it to risk. But we have a long time horizon and believe that earnings tend to drive stock prices over long periods. With that in mind, we view risk as anything that can erode the earnings power of a business. Nothing we have seen over the past three years changes our enthusiasm about the opportunities that lie ahead.

Where do we find these opportunities? Typically, at the intersection of change and innovation. We look for indications of changing habits and spending patterns among consumers and businesses. These changes in behavior or spending habits produce winners and losers. So we want to be investing in the businesses that are either creating the change or benefiting from it.

In our portfolio, we believe select businesses that are creating or benefiting from technological advances that enable better, faster, and less expensive access to commerce, healthcare, and off-premises work remain attractive. We have embraced

 

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THE ADVISORS’ INNER CIRCLE FUND  

SANDS CAPITAL GLOBAL

GROWTH FUND

October 31, 2023 (Unaudited)

      

 

 

companies that are creating a better shopping, ordering, and delivery experience for their customers. We are excited about advances in medical devices that allow more precise and personalized and sometimes wearable solutions for patients. And we are only beginning to imagine the possible uses of generative artificial intelligence that is bolstering semiconductor demand and transforming the enterprise.

As long-term investors, we have to remember that many of our businesses are essentially creating the future, and this takes time. We have to have the patience to ride through that process with our businesses on a road that will undoubtedly be strewn with potholes of all kinds. Investors tend to fixate on the now with all the roadblocks and noise that obscure it. This is when we hold on to the wheel and stay the course. If we remain focused on what matters most—our six criteria—we are confident that the short-term distractions will pass and business fundamentals will lead the way forward.

Disclosures: The views expressed are the opinion of Sands Capital and are not intended as a forecast, a guarantee of future results, investment recommendations, or an offer to buy or sell any securities. The views expressed were current as of the date indicated and are subject to change. This material may contain forward-looking statements, which are subject to uncertainty and contingencies outside of Sands Capital’s control. All investments are subject to market risk, including the possible loss of principal. Readers should not place undue reliance upon these forward-looking statements. There is no guarantee that Sands Capital will meet its stated goals. Past performance is not indicative of future results. A company’s fundamentals or earnings growth is no guarantee that its share price will increase. Company logos and website images are used for illustrative purposes only and were obtained directly from the company websites. Company logos and website images are trademarks or registered trademarks of their respective owners and use of a logo does not imply any connection between Sands Capital and the company. GIPS Reports found at http://www.sandscap.com/gip-report.

 

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THE ADVISORS’ INNER CIRCLE FUND  

SANDS CAPITAL GLOBAL

GROWTH FUND

October 31, 2023 (Unaudited)

      

 

 

  GROWTH OF A $100,000 INVESTMENT

 

   

AVERAGE ANNUAL TOTAL RETURNS FOR

THE YEAR ENDED OCTOBER 31, 2023*(1)

   

One Year

Return

 

Annualized

Three Year

Return

 

Annualized

Five Year

Return

 

Annualized

Ten Year

Return

 

Annualized

Inception to

Date**

Institutional Class Shares 

  4.68%   -8.93%   4.74%   6.47%   9.01%

Investor Class Shares 

  4.50%   -9.06%   4.57%   6.25%   8.79%

MSCI All Country World Index 

  10.50%   6.68%   7.47%   6.81%   7.59%

 

    LOGO

 

*

If the Adviser had not limited certain expenses, the Fund’s total return would have been lower.

**

The Fund commenced operations on March 31, 2010.

(1)

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

For the year ended October 31, 2023, Institutional Class Shares expense ratio: 0.97% gross, 0.97% net. For the year ended October 31, 2023, Investor Class Shares expense ratio: 1.20% gross, 1.20% net. The investment manager has contractually agreed to waive a portion of its fees through the period ending March 31, 2024. If such fee waivers were not in effect, returns would be reduced. The net expense ratio is the actual expense paid by Fund investors. The net expense ratio is calculated by subtracting any reimbursements made to the Fund by the Adviser and contractual fee waivers from the gross expense ratio. The gross expense ratio is the percentage of the Fund’s average net assets that is used to cover the annual operating expenses. There is a Redemption Fee of 2.00% (as a percentage of amount redeemed, if redeemed within 90 days of purchase).

 

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GROWTH FUND

October 31, 2023 (Unaudited)

      

 

 

Mutual fund investing involves risk, including possible loss of principal. There are specific risks inherent in international investing. International investments may involve risk of capital loss from unfavorable fluctuation in currency values, from differences in generally accepted accounting principles, or from social, economic, or political instability in other nations. The Fund may invest in derivatives limited to market access products and only for the purpose of gaining exposure to an underlying long equity position. Derivatives are often more volatile than other investments and may magnify the Fund’s gains or losses.

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 dividends and 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 index on page 2.

 

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THE ADVISORS’ INNER CIRCLE FUND  

SANDS CAPITAL GLOBAL

GROWTH FUND

October 31, 2023

      

 

 

 SECTOR WEIGHTINGS (Unaudited)†:

 

LOGO

 

 Schedule of Investments

     

 Common Stock — 98.7%

     
     SHARES      VALUE  

Argentina — 4.6%

     

MercadoLibre *

     41,036      $ 50,915,007  
     

 

 

 

Canada — 2.3%

     

Shopify, Cl A *

     541,503        25,553,527  
     

 

 

 

Germany — 1.3%

     

Zalando *

     631,857        14,779,443  
     

 

 

 

India — 9.5%

     

Asian Paints

     664,009        23,918,417  

HDFC Bank

     1,666,886        29,578,128  

Titan

     1,381,839        52,973,858  
     

 

 

 
        106,470,403  
     

 

 

 

Japan — 4.6%

     

Keyence

     129,200        50,015,738  

Nihon M&A Center Holdings

     328,600        1,500,816  
     

 

 

 
        51,516,554  
     

 

 

 

Netherlands — 8.2%

     

Adyen *

     51,546        34,767,066  

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

 

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GROWTH FUND

October 31, 2023

      

 

 

 Common Stock — continued

     
      SHARES       VALUE  

Netherlands — (continued)

     

ASML Holding, Cl G

     95,478      $ 57,173,181  
     

 

 

 
        91,940,247  
     

 

 

 

Singapore — 2.4%

     

Sea ADR *

     652,502        27,209,333  
     

 

 

 

Switzerland — 3.2%

     

Sika

     151,077        36,154,176  
     

 

 

 

United States — 62.6%

     

Airbnb, Cl A *

     94,729        11,205,493  

Align Technology *

     72,523        13,387,021  

Alphabet, Cl A *

     316,289        39,245,139  

Alphabet, Cl C *

     62,280        7,803,684  

Amazon.com *

     491,738        65,445,410  

Aptiv *

     278,093        24,249,710  

Atlassian, Cl A *

     161,801        29,227,733  

Axon Enterprise *

     185,309        37,893,837  

Block, Cl A *

     403,803        16,253,071  

Cloudflare, Cl A *

     453,355        25,700,695  

Dexcom *

     568,853        50,531,212  

DoorDash, Cl A *

     329,243        24,676,763  

Edwards Lifesciences *

     192,890        12,290,951  

Entegris

     327,938        28,871,662  

iRhythm Technologies *

     192,654        15,127,192  

Lam Research

     64,232        37,782,547  

Netflix *

     87,290        35,936,420  

NIKE, Cl B

     373,142        38,347,803  

NVIDIA

     117,215        47,800,277  

Okta, Cl A *

     442,909        29,856,496  

Repligen *

     129,031        17,362,411  

Snowflake, Cl A *

     173,711        25,210,677  

Visa, Cl A

     280,221        65,879,957  
     

 

 

 
        700,086,161  
     

 

 

 

Total Common Stock

     

(Cost $864,381,121)

        1,104,624,851  
     

 

 

 

    Total Investments— 98.7%

     

    (Cost $864,381,121)

      $ 1,104,624,851  
     

 

 

 

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

 

12


THE ADVISORS’ INNER CIRCLE FUND  

SANDS CAPITAL GLOBAL

GROWTH FUND

October 31, 2023

      

 

 

    

Percentages are based on Net Assets of $1,118,685,464.

*

Non-income producing security.

ADR — American Depositary Receipt

Cl — Class

 

The following is a summary of the level of inputs as of October 31, 2023, in valuing the Fund’s investments carried at value:

 

Investments in

  Securities

  Level 1     Level 2     Level 3     Total  

  Common Stock

       

Argentina

  $ 50,915,007     $     $     $ 50,915,007    

Canada

    25,553,527                   25,553,527    

Germany

          14,779,443             14,779,443    

India

          106,470,403             106,470,403    

Japan

          51,516,554             51,516,554    

Netherlands

    57,173,181       34,767,066             91,940,247    

Singapore

    27,209,333                   27,209,333    

Switzerland

          36,154,176             36,154,176    

United States

    700,086,161                   700,086,161    

 

 

  Total Common Stock

    860,937,209       243,687,642             1,104,624,851    

 

 

Total Investments in

  Securities

  $     860,937,209     $   243,687,642     $             —     $     1,104,624,851    

 

 

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

 

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

 

13


THE ADVISORS’ INNER CIRCLE FUND  

SANDS CAPITAL GLOBAL

GROWTH FUND

October 31, 2023

      

 

 

  STATEMENT OF ASSETS AND LIABILITIES

 

Assets:

  

Investments at Value (Cost $864,381,121)

   $ 1,104,624,851  

Cash and Cash Equivalents

     24,316,004  

Foreign Currency, at Value (Cost $88,340)

     88,243  

Receivable for Capital Shares Sold

     5,062,543  

Receivable for Investment Securities Sold

     486,898  

Dividend Receivable

     292,713  

Foreign Tax Reclaim Receivable

     193,040  

Unrealized appreciation on spot contracts

     4,919  

Prepaid Expenses

     14,559  
  

 

 

 

Total Assets

          1,135,083,770  
  

 

 

 

Liabilities:

  

Accrued Foreign Capital Gains Tax on Appreciated Securities

     7,794,429  

Payable for Capital Shares Redeemed

     7,563,552  

Payable due to Investment Adviser

     847,632  

Payable due to Administrator

     86,793  

Trustee Fees Payable

     6,300  

Chief Compliance Officer Fees Payable

     3,673  

Shareholder Servicing Fees Payable

     2,073  

Other Accrued Expenses

     93,854  
  

 

 

 

Total Liabilities

     16,398,306  
  

 

 

 

Net Assets

   $ 1,118,685,464  
  

 

 

 

Net Assets Consist of:

  

Paid-in Capital

   $ 978,256,343  

Total distributable earnings

     140,429,121  
  

 

 

 

Net Assets

   $ 1,118,685,464  
  

 

 

 

Net Asset Value Per Share —

  

Institutional Class Shares ($1,101,192,531 ÷ 48,695,257 shares)*

   $ 22.61  
  

 

 

 

Net Asset Value Per Share —

  

Investor Class Shares ($17,492,933 ÷ 793,847 shares)*

   $ 22.04  
  

 

 

 

* Redemption price per share may vary depending on length of time shares are held.

 

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

 

14


THE ADVISORS’ INNER CIRCLE FUND  

SANDS CAPITAL GLOBAL

GROWTH FUND

For the Year Ended

October 31, 2023

      

 

 

  STATEMENT OF OPERATIONS   

Investment Income

  

Dividend Income

   $ 4,968,340  

Interest Income

     1,661,097  

Less: Foreign Taxes Withheld

     (394,720
  

 

 

 

Total Investment Income

     6,234,717  
  

 

 

 

Expenses

  

Investment Advisory Fees

     10,992,503  

Administration Fees

     1,105,284  

Shareholder Servicing Fees - Investor Class Shares

     44,752  

Trustee Fees

     24,859  

Chief Compliance Officer Fees

     6,843  

Transfer Agent Fees

     124,243  

Custodian Fees

     59,428  

Legal Fees

     58,301  

Registration Fees

     43,054  

Printing Fees

     32,167  

Audit Fees

     31,496  

Insurance and Other Expenses

     54,013  
  

 

 

 

Total Expenses

     12,576,943  
  

 

 

 

Less:

  

Fees Paid Indirectly (See Note 4)

     (22,044
  

 

 

 

Net Expenses

     12,554,899  
  

 

 

 

Net Investment Loss

     (6,320,182
  

 

 

 

Net Realized Loss on:

  

Investments (Net of Foreign Capital Gains Tax on Appreciated Securities ($1,390,734))

      (6,134,369 ) 

Foreign Currency Transactions

     (66,520
  

 

 

 

Net Realized Loss

     (6,200,889
  

 

 

 

Net Change in Unrealized Appreciation (Depreciation) on:

  

Investments

     79,804,234  

Foreign Currency Transactions and Translation of Other Assets and Liabilities Denominated in Foreign Currencies

     19,616  

Foreign Capital Gains Tax on Appreciated Securities

     (1,171,921
  

 

 

 

Net Change in Unrealized Appreciation (Depreciation)

     78,651,929  
  

 

 

 

Net Gain on Investments, Foreign Currency Transactions and Translation of Other Assets and Liabilities Denominated in Foreign Currencies and Foreign Capital Gains Tax on Appreciated Securities

     72,451,040  
  

 

 

 

Net Increase in Net Assets Resulting from Operations

   $       66,130,858  
  

 

 

 

 

Includes realized gains of $8,233,278 due to in-kind transactions. (see Note 11).

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

 

15


THE ADVISORS’ INNER CIRCLE FUND  

SANDS CAPITAL GLOBAL

GROWTH FUND

    

      

 

 

  STATEMENTS OF CHANGES IN NET ASSETS

     Year
Ended
October 31, 2023
    Year
Ended
October 31, 2022
 

Operations:

    

Net Investment Loss

   $ (6,320,182   $ (10,811,121

Net Realized Loss

      (6,200,889 )      (53,419,195

Net Change in Unrealized Appreciation (Depreciation)

     78,651,929       (1,248,774,015
  

 

 

   

 

 

 

Net Increase (Decrease) in Net Assets Resulting from Operations

     66,130,858       (1,313,004,331
  

 

 

   

 

 

 

Distributions:

    

Institutional Class Shares

           (286,044,801

Investor Class Shares

           (4,120,295
  

 

 

   

 

 

 

Total Distributions

           (290,165,096
  

 

 

   

 

 

 

Capital Share Transactions:

    

Institutional Class Shares

    

Issued

     83,992,747       329,190,353  

Reinvestment of Distributions

           258,577,437  

Redemption Fees (See Note 2)

     29,508       110,376  

Redeemed

     (292,476,651 )*      (518,666,537
  

 

 

   

 

 

 

Net Institutional Class Shares Transactions

     (208,454,396     69,211,629  
  

 

 

   

 

 

 

Investor Class Shares

    

Issued

     1,604,900       18,889,793  

Reinvestment of Distributions

           3,791,208  

Redemption Fees (See Note 2)

     3,533       31,762  

Redeemed

     (3,976,571     (15,892,398
  

 

 

   

 

 

 

Net Investor Class Shares Transactions

     (2,368,138     6,820,365  
  

 

 

   

 

 

 

Net Increase (Decrease) in Net Assets from Capital Share Transactions

     (210,822,534     76,031,994  
  

 

 

   

 

 

 

Total Decrease in Net Assets

     (144,691,676     (1,527,137,433
  

 

 

   

 

 

 

Net Assets:

    

Beginning of Year

     1,263,377,140       2,790,514,573  
  

 

 

   

 

 

 

End of Year

   $         1,118,685,464     $         1,263,377,140  
  

 

 

   

 

 

 

 

Includes realized gains of $8,233,278 due to in-kind transactions. (see Note 11).

*

Includes redemptions as a result of in-kind transactions. (see Note 11).

 

    

Amounts designated as “—” are $0.

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

 

16


THE ADVISORS’ INNER CIRCLE FUND  

SANDS CAPITAL GLOBAL

GROWTH FUND

    

      

 

 

  STATEMENTS OF CHANGES IN NET ASSETS (continued)

     Year
Ended
October 31, 2023
    Year
Ended
October 31, 2022
 

Share Transactions:

    

Institutional Class Shares

    

Issued

                     3,566,107                   11,156,104  

Reinvestment of Distributions

           6,801,090  

Redeemed

     (12,481,457 )*      (19,310,841
  

 

 

   

 

 

 

Net Institutional Class Shares Transactions

     (8,915,350     (1,353,647
  

 

 

   

 

 

 

Investor Class Shares

    

Issued

     67,776       605,530  

Reinvestment of Distributions

           102,051  

Redeemed

     (171,051     (596,416
  

 

 

   

 

 

 

Net Investor Class Shares Transactions

     (103,275     111,165  
  

 

 

   

 

 

 

Net Decrease in Shares Outstanding from Share Transactions

     (9,018,625     (1,242,482
  

 

 

   

 

 

 

 

*

Includes redemptions as a result of in-kind transactions. (see Note 11).

 

    

Amounts designated as “—” are $0.

 

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

 

17


THE ADVISORS’ INNER CIRCLE FUND  

SANDS CAPITAL GLOBAL

GROWTH FUND

      

 

 

  FINANCIAL HIGHLIGHTS

  

Selected Per Share Data & Ratios

For a Share Outstanding Throughout Each Year

 

     Institutional Class Shares  
     Year Ended
October 31,
2023
     Year Ended
October 31,
2022
     Year Ended
October 31,
2021
     Year Ended
October 31,
2020
     Year Ended
October 31,
2019
 

Net Asset Value, Beginning of Year

   $ 21.60        $ 46.72        $ 34.86        $ 26.64        $ 24.16    
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Income (Loss) from Investment Operations:

              

Net Investment Loss†

     (0.12)          (0.17)          (0.32)          (0.21)          (0.13)    

Net Realized and Unrealized Gain (Loss)

     1.13          (20.10)          13.46          10.03          4.59    
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total from Investment Operations

     1.01          (20.27)          13.14          9.82          4.46    
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Dividends and Distributions from:

              

Net Investment Income

     —          —          —          (0.02)          (0.02)    

Net Realized Gains

     —          (4.85)          (1.28)          (1.58)          (1.96)    
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total Dividends and Distributions

     —          (4.85)          (1.28)          (1.60)          (1.98)    
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Redemption Fees^

     —          —          —          —          —    
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Net Asset Value, End of Year

   $ 22.61        $ 21.60        $ 46.72        $ 34.86        $ 26.64    
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total Return††

     4.68%        (47.86)%        38.39%        38.62%        20.43%  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Ratios and Supplemental Data

              

Net Assets, End of Year (Thousands)

   $ 1,101,192      $ 1,244,453      $ 2,754,537      $ 2,027,252      $ 1,374,673  

Ratio of Expenses to Average Net Assets

     0.97%        0.95%        0.95%        0.96%        0.97%  

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

     0.97%        0.95%        0.95%        0.96%        0.97%  

Ratio of Net Investment Loss to Average Net Assets

     (0.49)%        (0.59)%        (0.78)%        (0.70)%        (0.51)%  

Portfolio Turnover Rate

     15%        21%        32%        23%        34%  

 

^

See Note 2 in the Notes to Financial Statements.

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

††

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

Amounts designated as “—” are $0.00 or round to $0.00 per share

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

 

18


THE ADVISORS’ INNER CIRCLE FUND  

SANDS CAPITAL GLOBAL

GROWTH FUND

      

 

 

  FINANCIAL HIGHLIGHTS

Selected Per Share Data & Ratios

For a Share Outstanding Throughout Each Year

 

     Investor Class Shares  
     Year Ended
October 31,
2023
     Year Ended
October 31,
2022
     Year Ended
October 31,
2021
     Year Ended
October 31,
2020
     Year Ended
October 31,
2019
 

Net Asset Value, Beginning of Year

   $ 21.09        $ 45.78        $ 34.24        $ 26.22        $ 23.85    
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Income (Loss) from Investment Operations:

              

Net Investment Loss†

     (0.17)          (0.25)          (0.43)          (0.26)          (0.18)    

Net Realized and Unrealized Gain (Loss)

     1.12          (19.62)          13.22          9.86          4.51    
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total from Investment Operations

     0.95          (19.87)          12.79          9.60          4.33    
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Dividends and Distributions from:

              

Net Investment Income

     —          —          —          —          —    

Net Realized Gains

     —          (4.85)          (1.28)          (1.58)          (1.96)    
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total Dividends and Distributions

     —          (4.85)          (1.28)          (1.58)          (1.96)    
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Redemption Fees^

     —          0.03          0.03          —          —    
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Net Asset Value, End of Year

   $ 22.04        $ 21.09        $ 45.78        $ 34.24        $ 26.22    
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total Return††

     4.50%        (47.91)%        38.15%        38.39%        20.13%  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Ratios and Supplemental Data

              

Net Assets, End of Year (Thousands)

   $ 17,493      $ 18,924      $ 35,978      $ 20,171      $ 15,868  

Ratio of Expenses to Average Net Assets

     1.20%        1.15%        1.15%        1.16%        1.17%  

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

     1.20%        1.15%        1.15%        1.16%        1.17%  

Ratio of Net Investment Loss to Average Net Assets

     (0.72)%        (0.78)%        (0.98)%        (0.89)%        (0.72)%  

Portfolio Turnover Rate

     15%        21%        32%        23%        34%  

 

^

See Note 2 in the Notes to Financial Statements.

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

††

Total return is for the period indicated and has not been annualized. Returns shown do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. Total return would have been lower had the Adviser not waived its fee and reimbursed other expenses, as applicable.

Amounts designated as “—” are $0.00 or round to $0.00 per share

 

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

 

19


THE ADVISORS’ INNER CIRCLE FUND  

SANDS CAPITAL GLOBAL

GROWTH FUND

October 31, 2023

      

 

 

  NOTES TO FINANCIAL STATEMENTS

1.    Organization:

The Advisors’ Inner Circle Fund (the “Trust”) is organized as a Massachusetts business trust under an Amended and Restated Agreement and Declaration of Trust dated February 18, 1997. The Trust is registered under the Investment Company Act of 1940, as amended, as an open-end management investment global company with 28 funds. The financial statements herein are those of the Sands Capital Global Growth Fund (the “Fund”). The Fund consists of Institutional Class Shares and Investor Class Shares which commenced operations on March 31, 2010. The investment objective of the Fund is long-term capital appreciation. The Fund, a diversified fund, invests primarily in equity securities of publicly-traded companies located anywhere in the world, including equity securities in developing or emerging markets. The financial statements of the remaining funds of the Trust are presented separately. The assets of each fund are segregated, and a shareholder’s interest is limited to the fund in which shares are held.

2.    Significant Accounting Policies:

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

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

Security Valuation — Securities listed on a securities exchange, market or automated quotation system for which quotations are readily available (except for securities traded on NASDAQ), including securities traded over the counter, are valued at the last quoted sale price on the primary exchange or market (foreign or domestic) on which they are traded on the valuation date (or at approximately 4:00 pm ET if a security’s primary exchange is normally open at that time), or, if there is no such reported sale on the valuation date, at the most recent quoted bid price. For securities traded on NASDAQ, the NASDAQ Official Closing Price will be used. If available, debt securities are priced based upon

 

20


THE ADVISORS’ INNER CIRCLE FUND  

SANDS CAPITAL GLOBAL

GROWTH FUND

October 31, 2023

      

 

 

valuations provided by independent, third-party pricing agents. Such values generally reflect the last reported sales price if the security is actively traded. The prices for foreign securities are reported in local currency and converted to U.S. dollars using currency exchange rates as of the financial statement date.

Securities for which market prices are not “readily available” are valued in accordance with fair value procedures (the “Fair Value Procedures”) established by the Adviser and approved by the Trust’s Board of Trustees (the “Board”). Pursuant to Rule 2a-5 under the 1940 Act, the Board has designated the Adviser as the “valuation designee” to determine the fair value of securities and other instruments for which no readily available market quotations are available. The Fair Value Procedures are implemented through a Fair Value Committee (the “Committee”) of the Adviser.

Some of the more common reasons that may necessitate that a security be valued using Fair Value Procedures include: the security’s trading has been halted or suspended; the security has been de-listed from a national exchange; the security’s primary trading market is temporarily closed at a time when under normal conditions it would be open; the security has not been traded for an extended period of time; the security’s primary pricing source is not able or willing to provide a price; or trading of the security is subject to local government imposed restrictions. When a security is valued in accordance with the Fair Value Procedures, the Committee will determine the value after taking into consideration relevant information reasonably available to the Committee.

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

 

21


THE ADVISORS’ INNER CIRCLE FUND  

SANDS CAPITAL GLOBAL

GROWTH FUND

October 31, 2023

      

 

 

been exceeded. In such event, the Adviser makes the determination whether a Committee meeting should be called based on the information provided.

The Fund uses Intercontinental Exchange Data Pricing & Reference Data, LLC (“ICE”) as a third party fair valuation vendor. ICE provides a fair value for foreign securities in the Fund based on certain factors and methodologies (involving generally, tracking valuation correlations between the U.S. market and each non-U.S. security) applied by ICE in the event that there is a movement in the U.S. market that exceeds a specific threshold established by the Committee. The Committee establishes “confidence interval” which is used to determine the level of correlation between the value of a foreign security and movements in the U.S. market before a particular security is fair valued when the threshold is exceeded. In the event that the threshold established by the Committee is exceeded on a specific day, the Fund values its non-U.S. securities that exceed the applicable “confident interval” based upon the fair values provided by ICE. In such event, it is not necessary to hold a Committee meeting. In the event that the Adviser believes that the fair values provided by ICE are not reliable, the Adviser contacts the Administrator and can request that a meeting of the Committee be held. Such securities are classified as Level 2 in the fair value hierarchy.

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

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

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

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

 

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markets, adjusted quoted prices on foreign equity securities that were adjusted in accordance with procedures approved by the Board, 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.

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. Accordingly, no provisions for Federal income taxes have 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 year. However, management’s conclusions regarding tax positions taken may be subject to review and adjustment at a later date based on factors including, but not limited to, examination by tax authorities (i.e., the last three open tax year ends, as applicable), on-going analysis of and changes to tax laws, regulations and interpretations thereof.

The Fund may be subject to taxes imposed by countries in which it invests. Such taxes are generally based on either income or gains earned or repatriated. The Fund accrues and applies such taxes to net investment income, net realized gains and net unrealized gains as income and/or capital gains are earned.

As of and during the year ended October 31, 2023, the Fund did not have a liability for any unrecognized tax benefits. The Fund recognizes interest and penalties, if any, related to unrecognized tax benefits as income tax expense in the Statement of Operations. During the year ended October 31, 2023, the Fund did not incur any interest or penalties.

Security Transactions and Investment Income — Security transactions are accounted for on trade date for financial reporting purposes. Costs used in determining realized gains and losses on the sale of investment securities are based on the specific

 

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identification method. Dividend income is recorded on the ex-dividend date. Interest income is recognized on the accrual basis from settlement date. Certain dividends from foreign securities will be recorded as soon as the Fund is informed of the dividend if such information is obtained subsequent to the ex-dividend date.

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

Cash and Cash Equivalents — Idle cash may be swept into various time deposit accounts and money market sweep accounts and is classified as cash and cash equivalents on the Statement of Assets and Liabilities. The Fund maintains cash in bank deposit accounts which, at times, may exceed United States federally insured limits. Amounts invested are available on the same business day.

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

Classes — Class specific expenses are borne by that class of shares. Income, realized and unrealized gains and 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 — The Fund distributes substantially all of its net investment income annually. Any net realized capital gains are distributed annually. All distributions are recorded on ex-dividend date.

Redemption Fees — The Fund retains a redemption fee of 2.00% on redemptions of capital shares held for less than ninety days. Such fees are retained by the Fund

 

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for the benefit of the remaining shareholders. For the year ended October 31, 2023, Institutional Class Shares had $29,508 of redemption fees and the Investor Class Shares had $3,533 of redemption fees.

3.    Transactions with Affiliates:

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

The services provided by the CCO and his staff are paid for by the Trust as incurred. The services include regulatory oversight of the Trust’s Advisers 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, Custodian and Transfer Agent Agreements:

The Fund and the Administrator are parties to an Administration Agreement under which the Administrator provides management and administration services for which the Administrator is paid an asset based fee, subject to certain minimums, which will vary depending on the number of share classes and the average daily net assets of the Fund. For the year ended October 31, 2023, the Fund incurred $1,105,284 for these services.

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

The Fund has adopted a shareholder servicing plan (the “Service Plan”) under which a shareholder servicing fee of up to 0.25% of average daily net assets attributable to the Investor Class Shares of the Fund will be paid to other service providers. Under the Service Plan, other service providers may perform, or may compensate other service providers for performing certain shareholder and administrative services. For the year ended October 31, 2023, the Investor Class Shares incurred 0.23% of average daily net assets or $44,752 of shareholder servicing fees.

Brown Brothers Harriman & Co. (BBH) serves as custodian (the “Custodian”) for the Fund. The Custodian plays no role in determining the investment policies of the Fund or which securities are to be purchased or sold by the Fund.

SS&C Global Investor & Distribution Solutions, Inc. (formerly, DST Asset Manager Solutions, Inc.) serves as transfer agent and dividend disbursing agent for the Fund under the transfer agency agreement with the Trust. For the year ended October

 

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31, 2023, the Fund earned cash management credits of $22,044 which were used to offset transfer agent expenses. This amount is labeled “Fees Paid Indirectly” on the Statement of Operations.

5.    Investment Advisory Agreement:

Sands Capital Management, LLC (the “Adviser”) serves as the investment adviser for the Fund. For its services under the Advisory Agreement, the Adviser is entitled to a fee, which is calculated daily and paid monthly, at an annual rate of 0.85% of the average daily net assets of the Fund. The Adviser has contractually agreed to waive fees and reimburse expenses to the extent necessary to keep net expenses (excluding interest, taxes, brokerage commissions, acquired fund fees and expenses, and extraordinary expenses) from exceeding 1.10% and 1.35% of the Fund’s Institutional Class Shares’ and Investor Class Shares’ average daily net assets, respectively, until March 31, 2024. In addition, if at any point it becomes unnecessary for the Adviser to reduce fees or make expense reimbursements, the Board may permit the Adviser to retain the difference between the total annual fund operating expenses and the expense caps listed above to recapture all or a portion of its prior fee reductions or reimbursements made during the preceding three-year period. To date, no fees were recaptured. As of October 31, 2023, there were no previously waived and reimbursed fees that are subject to recapture.

6.    Investment Transactions:

For the year ended October 31, 2023, the Fund made purchases of $182,850,463 and sales of $368,149,446 in investment securities other than in-kind transactions, long-term U.S. Government and short-term securities. There were no purchases or sales of long-term U.S. Government securities.

7.    Federal Tax Information:

The amount and character of income and capital gain distributions to be paid, if any, are determined in accordance with Federal income tax regulations, which may differ from U.S. GAAP. As a result, net investment income (loss) and net realized gain (loss) on investment transactions for a reporting period may differ significantly from distributions during such period. These book/tax differences may be temporary or permanent. The permanent differences primarily consist of foreign currency translations, capital gain tax, and investments in passive foreign investment companies (PFICs). The permanent differences that are credited or charged to Paid in Capital and Distributable Earnings as of October 31, 2023 primarily relate to net operating losses and related to tax treatment of gains/(losses) from securities redeemed in-kind:

 

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October 31, 2023

      

 

 

Distributable Earnings
(Accumulated Loss)

       Paid-in Capital    
$6,735,890    $(6,735,890)

The tax character of dividends and distributions for the Fund declared during the fiscal years ended October 31, were as follows:

 

     Ordinary
Income
     Long-Term
Capital Gain
     Total  

2023

     $—        $—        $—  

2022

            290,165,096        290,165,096  

As of October 31, 2023, the components of Distributable Earnings on a tax basis were as follows:

 

Current Year Late-Year Ordinary Loss Deferral

   $ (6,158,612)  

Unrealized Appreciation

     170,905,002  

Other Temporary Differences

     87  

Capital Loss Carryforwards

     (24,317,356
  

 

 

 

Total Net Distributable Earnings

   $                             140,429,121  
  

 

 

 

Late-year loss deferrals represent ordinary losses realized on investment transactions from January 1, 2023 through October 31, 2023. For the tax year ended October 31, 2023, the Fund elected to treat qualified ordinary late year loss of $(6,158,612), as arising in the following fiscal year.

As of October 31, 2023, the Fund has short term capital losses carried forward of $21,485,153, and long term capital losses carried forward of $2,832,203.

For Federal income tax purposes, the cost of securities owned at October 31, 2023, and the net realized gains or losses on securities sold for the period, were different from amounts reported for financial reporting purposes, primarily due to wash sales loss which cannot be used for Federal income tax purposes in the current period and have been deferred for use in future periods and mark to market on unrealized gains on PFIC.

The Federal tax cost and aggregate gross unrealized appreciation and depreciation for the investments held by the Fund at October 31, 2023, were as follows:

 

Federal

    Tax Cost    

  

Aggregate Gross
Unrealized
Appreciation

  

Aggregate Gross
Unrealized
Depreciation

  

Net Unrealized
Appreciation

$925,925,055    $377,668,071    $(198,968,639)    $178,699,432*

*the difference in unrealized appreciation is attributable to foreign capital gains tax payable.

 

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8.    Indemnifications:

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

9.    Concentration of Risks:

Derivatives Risk — The Fund’s use of foreign exchange forwards and market access products (including Participatory Notes and Low Exercise Price Warrants) is subject to market risk, correlation risk, valuation risk, liquidity risk and credit risk. Market risk is the risk that the market value of an investment may move up and down, sometimes rapidly and unpredictably. Correlation risk is the risk that changes in the value of the derivative may not correlate perfectly with the underlying asset, rate or index. Valuation risk is the risk that the derivative may be difficult to value. Liquidity risk is the risk that the derivative may be difficult or impossible to sell at the time and the price that the Fund would like, which may cause the Fund to have to accept a lower price to sell a derivative, sell other securities to raise cash, or give up an investment opportunity, any of which could have a negative effect on the Fund’s management or performance. Credit risk is the risk that the counterparty to a derivative contract will default or otherwise become unable to honor a financial obligation. The Fund’s use of foreign exchange forward contracts is also subject to leverage risk and hedging risk. Leverage risk is the risk that the use of leverage may amplify the effects of market volatility on the Fund’s share price and may also cause the Fund to liquidate portfolio positions when it would not be advantageous to do so in order to satisfy its obligations. Hedging risk in this context is the risk that the derivatives instrument used for hedging currency exposure may also limit any potential gain that may result from a change in relative values of the underlying currencies. To the extent that the Fund engages in hedging strategies, there can be no assurance that such strategy will be effective or that there will be a hedge in place at any given time. Each of these risks could cause the Fund to lose more than the principal amount invested in a derivative instrument.

Emerging Markets Securities Risk — The Fund may invest in companies located or doing business in emerging market countries. An “emerging market” country is any country determined by the Adviser to have an emerging market economy, considering factors such as the country’s credit rating, its political and economic stability and the development of its financial and capital markets. Typically, emerging markets are in countries that are in the process of industrialization, with lower gross national products than more developed countries. For purposes of determining whether a

 

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October 31, 2023

      

 

 

particular country is considered a developed market or an emerging market, the Fund uses the designation set forth by the MSCI, a prominent provider of investment tools and data services for institutions worldwide.

Investments in emerging markets securities are considered speculative and subject to heightened risks in addition to the general risks of investing in non-U.S. securities. Unlike more established markets, emerging markets may have governments that are less stable, markets that are less liquid and economies that are less developed. Differences in tax and accounting standards and difficulties in obtaining information about foreign governments or foreign companies may impair investment decisions. In addition, emerging markets securities may be subject to smaller market capitalization of securities markets, which may suffer periods of relative illiquidity; significant price volatility; restrictions on foreign investment; and possible restrictions on repatriation of investment income and capital. Furthermore, emerging market governments may have limited ability to raise taxes or authorize appropriations for debt repayment. In addition, foreign investors may be required to register the proceeds of sales, and future economic or political crises could lead to price controls, forced mergers, expropriation or confiscatory taxation, seizure, nationalization or creation of government monopolies. Moreover, the currencies of emerging market countries may experience significant declines against the U.S. dollar, and devaluation may occur subsequent to investments in these currencies by the Fund. Inflation and rapid fluctuations in inflation rates have had, and may continue to have, negative effects on the economies and securities markets of certain emerging market countries. The Fund may incur operating expenses that are higher than those of mutual funds that invest exclusively in U.S. equity securities due to higher custodial fees and brokerage commissions associated with investments in foreign securities. These risks may be magnified in less-established emerging markets.

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. In addition, 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.

 

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October 31, 2023

      

 

 

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

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

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

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

 

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October 31, 2023

      

 

 

Growth 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 increase their earnings at a certain rate that is generally higher than the rate expected for non-growth companies. If a growth company does not meet these expectations, the price of its stock may decline significantly, even if it has increased earnings. Many growth companies do not pay dividends. Companies that pay dividends often have lower stock price declines during market downturns. 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.

Liquidity Risk — The risk that certain securities may be difficult or impossible to sell at the time and the price that the Fund would like. The Fund may have to lower the price of the security, sell other securities instead or forego an investment opportunity, any of which could have a negative effect on Fund management or performance.

Large Capitalization Company Risk — The large capitalization companies in which the Fund may invest may lag the performance of smaller capitalization companies because large capitalization companies may experience slower rates of growth than smaller capitalization companies and may not respond as quickly to market changes and opportunities.

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

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.

Mid-Capitalization Company Risk — The mid-capitalization companies in which the Fund may invest may be more vulnerable to adverse business or economic events

 

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THE ADVISORS’ INNER CIRCLE FUND  

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than larger, more established companies. In particular, investments in these midsized 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, mid-cap stocks may be more volatile than those of larger companies.

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

Sector Focus Risk — Because the Fund may, from time to time, be more heavily invested in particular sectors, the value of its shares may be especially sensitive to factors and economic risks that specifically affect those sectors. As a result, the Fund’s share price may fluctuate more widely than the value of shares of a mutual fund that invests in a broader range of sectors.

Stock Connect Investing Risk — Trading through Stock Connect is subject to a number of restrictions that may affect the Fund’s investments and returns, including a daily quota that limits the maximum net purchases under Stock Connect each day. In addition, investments made through Stock Connect are subject to relatively untested trading, clearance and settlement procedures. Moreover, A-Shares purchased through Stock Connect generally may only be sold or otherwise transferred through Stock Connect. The Fund’s investments in A-Shares purchased through Stock Connect are generally subject to Chinese securities regulations and listing rules. While overseas investors currently are exempt from paying capital gains or value added taxes on income and gains from investments in A-Shares purchased through Stock Connect, these tax rules could be changed, which could result in unexpected tax liabilities for the Fund. Stock Connect operates only on days when both the Chinese and Hong Kong markets are open for trading and when banks in both markets are open on the corresponding settlement days. Therefore, the Fund may be subject to the risk of price fluctuations of A-Shares when Stock Connect is not trading.

10.    Concentration of Shareholders:

At October 31, 2023, 54% of Institutional Class Shares outstanding were held by three shareholders and 84% of Investor Class Shares outstanding were held by two shareholders of record owning 10% or greater of the aggregate total shares outstanding. These shareholders were comprised of omnibus accounts that were held on behalf of various shareholders.

 

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11.    In-Kind Transactions

During the fiscal year ended October 31, 2023, the Institutional Class Shares redeemed shares of beneficial interest in exchange for cash and securities. The securities were redeemed at their current value on the date of the transaction.

 

Transaction Date

  

Shares

    Redeemed    

  

        Value         

  

        Cash         

  

    Realized Gain    

11/18/2022    919,893    $18,094,762    $2,391,264    $8,233,278

12.    Subsequent Events:

The Fund has evaluated the need for additional disclosures (other than what is disclosed in the preceding paragraph) and/or adjustments resulting from subsequent events through the date the financial statements were issued. Based on this evaluation, no additional disclosures and/or adjustments were required to the financial statements as of October 31, 2023.

 

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  REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Trustees of The Advisors’ Inner Circle Fund and Shareholders of Sands Capital Global Growth Fund

Opinion on the Financial Statements

We have audited the accompanying statement of assets and liabilities of Sands Capital Global Growth Fund (the “Fund”) (one of the funds constituting The Advisors’ Inner Circle Fund (the “Trust”)), including the schedule of investments, as of October 31, 2023, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, the financial highlights for each of the five years in the period then ended and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Fund (one of the funds constituting The Advisors’ Inner Circle Fund) at October 31, 2023, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and its financial highlights for each of the five years in the period then ended, in conformity with U.S. generally accepted accounting principles.

Basis for Opinion

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

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

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned

 

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as of October 31, 2023, by correspondence with the custodian. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

 

LOGO

We have served as the auditor of one or more Sands Capital Management, LLC investment companies since 2010.

Philadelphia, Pennsylvania

December 29, 2023

 

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 DISCLOSURE OF FUND EXPENSES (Unaudited)

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

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

The following examples use the expense ratio and are intended to help you understand the ongoing costs (in dollars) of investing in your Fund and to compare these costs with those of other mutual funds. The examples are based on an investment of $1,000 made at the beginning of the period shown and held for the entire period (May 1, 2023 to October 31, 2023).

The table on the next page illustrates your Fund’s costs in two ways:

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

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

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

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

 

36


THE ADVISORS’ INNER CIRCLE FUND  

SANDS CAPITAL GLOBAL

GROWTH FUND

October 31, 2023

      

 

 

 DISCLOSURE OF FUND EXPENSES (Unaudited)

 

           
       

Beginning

Account

Value

5/1/23

    

Ending

Account

Value

10/31/23

    

Annualized

Expense

Ratios

    

Expenses

Paid

During

Period*

       

Actual Fund Return

                                  

Institutional Class Shares

         $1,000.00              $921.00              0.97%            $4.70         

Investor Class Shares

         1,000.00              920.30              1.23                5.95         

Hypothetical 5% Return

                                  

Institutional Class Shares

         $1,000.00              $1,020.32              0.97%            $4.94         

Investor Class Shares

         1,000.00              1,019.01              1.23                6.26         

 

*

Expenses are equal to the Fund’s annualized expense ratio multiplied by the average account value over the period, multiplied by 184/365 (to reflect the one-half period shown).

 

37


THE ADVISORS’ INNER CIRCLE FUND  

SANDS CAPITAL GLOBAL

GROWTH FUND

October 31, 2023

      

 

 

 REVIEW OF LIQUIDITY RISK MANAGEMENT PROGRAM (Unaudited)

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

At a meeting of the Board held on May 23, 2023, 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, 2022 through December 31, 2022. Among other things, 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.

 

   

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.

 

   

Material changes had been made to the Program during the period covered by the report relating to the Fund’s reasonably anticipated trading size.

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.

 

38


 

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THE ADVISORS’ INNER CIRCLE FUND  

SANDS CAPITAL GLOBAL

GROWTH FUND

October 31, 2023

      

 

 

  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 be deemed

 

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.

 

40


THE ADVISORS’ INNER CIRCLE FUND  

SANDS CAPITAL GLOBAL

GROWTH FUND

October 31, 2023

      

 

 

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 1-888-826-5646. The following chart lists Trustees and Officers as of April 30, 2023.

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.

 

 

41


THE ADVISORS’ INNER CIRCLE FUND  

SANDS CAPITAL GLOBAL

GROWTH FUND

October 31, 2023

      

 

 

 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.

 

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. Private Investor since 2017. Co-Founder (1991-2017), Chairman and Chief Executive Officer (2009 to 2017) and Chief Investment Officer – Equity (2007 to 2017) of Holland Capital Management, LLC (Chicago).
 

OFFICERS

Michael Beattie

(Born: 1965)

  

President

(since 2011)

  Director of Client Service, SEI Investments, since 2004.

 

1

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

 

2

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

 

3

Trustees oversee 28 funds in The Advisors’ Inner Circle Fund.

 

42


THE ADVISORS’ INNER CIRCLE FUND  

SANDS CAPITAL GLOBAL

GROWTH FUND

October 31, 2023

      

 

 

 

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.

 

 

Current Directorships: Trustee of The Advisors’ Inner Circle Fund II, Bishop Street Funds, Frost Family of Funds, and Catholic Responsible Investments Funds.

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, and Catholic Responsible Investments Funds.

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.

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.

Former Directorships: Trustee of The KP Funds to 2022. 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) to 2022.

 

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

 

 

 

 

None.

 

 

 

43


THE ADVISORS’ INNER CIRCLE FUND  

SANDS CAPITAL GLOBAL

GROWTH FUND

October 31, 2023

      

 

 

  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.

Donald Duncan

(Born: 1964)

  

Anti-Money Laundering

Compliance Officer and

Privacy Coordinator

(since 2023)

   Chief Compliance Officer and Global Head of Anti-Money Laundering Strategy of SEI Investments Company since January 2023. Head of Global Anti-Money Laundering Program for Hamilton Lane Advisors, LLC from August 2021 until December 2022. Senior VP and Supervising Principal of Hamilton Lane Securities, LLC from June 2016 to August 2021. Senior Director at AXA-Equitable from June 2011 until May 2016. Senior Director at PRUCO Securities, a subsidiary of Prudential Financial, Inc. from October 2005 until December 2009.

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.

 

44


THE ADVISORS’ INNER CIRCLE FUND  

SANDS CAPITAL GLOBAL

GROWTH FUND

October 31, 2023

      

 

 

 

Other Directorships

Held in the Past Five Years

 

 

 

None.

 

 

None.

 

 

None.

 

 

None.

 

 

None.

 

 

None.

 

 

 

45


THE ADVISORS’ INNER CIRCLE FUND  

SANDS CAPITAL GLOBAL

GROWTH FUND

October 31, 2023

      

 

 

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

 

Name and Year of

            Birth

  

Position

with Trust

and Length of

Time Served

  

Principal

Occupation

in the Past Five Years

 

OFFICERS (continued)

 

Robert Morrow

(Born: 1968)

  

Vice President

(since 2017)

   Account Manager, SEI Investments, since 2007.

 

Stephen F. Panner

(Born: 1970)

  

Chief Compliance

Officer

(since 2022)

   Chief Compliance Officer of SEI Asset Allocation Trust, SEI Daily Income Trust, SEI Institutional Investments Trust, SEI Institutional International Trust, SEI Institutional Managed Trust, SEI Tax Exempt Trust, Adviser Managed Trust, New Covenant Funds, SEI Catholic Values Trust, SEI Exchange Traded Funds, SEI Structured Credit Fund LP, The Advisors’ Inner Circle Fund, The Advisors’ Inner Circle Fund II, The Advisors’ Inner Circle Fund III, Bishop Street Funds, Frost Family of Funds, Gallery Trust, Delaware Wilshire Private Markets Fund, Delaware Wilshire Private Markets Master Fund, Delaware Wilshire Private Markets Tender Fund and Catholic Responsible Investments Funds since September 2022. Fund Compliance Officer of SEI Investments Company from February 2011 to September 2022. Fund Accounting Director and CFO and Controller for the SEI Funds from July 2005 to February 2011.

 

Alexander F. Smith

(Born: 1977)

  

Vice President and

Assistant Secretary

(since 2020)

   Counsel at SEI Investments since 2020. Associate Counsel & Manager, Vanguard, 2012 to 2020. Attorney, Stradley Ronon Stevens & Young, LzLP, 2008 to 2012.

 

46


THE ADVISORS’ INNER CIRCLE FUND  

SANDS CAPITAL GLOBAL

GROWTH FUND

October 31, 2023

      

 

 

Other Directorships

Held in the Past Five Years

 

 

 

None.

 

 

None.

 

 

 

None.

 

 

 

47


 

 

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THE ADVISORS’ INNER CIRCLE FUND  

SANDS CAPITAL GLOBAL

GROWTH FUND

October 31, 2023

      

 

 

  NOTICE TO SHAREHOLDERS (Unaudited)

For shareholders that do not have an October 31, 2023 tax year end, this notice is for informational purposes only. For shareholders with an October 31, 2023 tax year end, please consult your tax advisor as to the pertinence of this notice. For the fiscal year ended October 31, 2023, the Fund is designating the following items with regard to distributions paid during the year.

 

Long-Term

Capital Gain

Distribution

   Ordinary
Income
Distribution
  Total
Distributions
  Qualifying
for Corporate
Dividends
Rec.
Deduction(1)
  Qualifying
Dividend
Income(2)
  U.S.
Government
Interest(3)
  Interest
Related
Dividend(4)
  Short-Term
Capital Gain
Dividends(5)
  Qualifying
Business
Income(6)
0.00%    0.00%   0.00%   0.00%   0.00%   0.00%   0.00%   0.00%   0.00%

 

(1)

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

 

(2)

The percentage in this column represents the amount of “Qualifying Dividend Income” as created by the Jobs and Growth Tax Relief Reconciliation Act of 2003 and is reflected as a percentage of ordinary income distributions (the total of short-term capital gain and net investment income distributions). It is the intention of each of the aforementioned Portfolios 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 – Sands Capital Global 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 Dividend” is reflected as a percentage of ordinary income distribution. Interest related dividends is exempted from U.S. withholding tax when paid to foreign investors.

 

(5)

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

 

(6)

The percent 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 shareholders for the calendar year ending December 31, 2023. Complete information will be computed and reported in conjunction with your 2023 Form 1099-DIV.

 

 

49


Sands Capital Global Growth Fund

c/o SS&C Global Investor & Distribution Solutions, Inc.

P.O. Box 219009

Kansas City, MO 64121

888-826-5646

Adviser:

Sands Capital Management, LLC

1000 Wilson Boulevard, Suite 3000

Arlington, VA 22209

Distributor:

SEI Investments Distribution Co.

One Freedom Valley Drive

Oaks, PA 19456

Administrator:

SEI Investments Global Funds Services

One Freedom Valley Drive

Oaks, PA 19456

Legal Counsel:

Morgan, Lewis & Bockius LLP

2222 Market Street

Philadelphia, PA 19103

Independent Registered Public Accounting Firm:

Ernst & Young LLP

One Commerce Square

2005 Market Street, Suite 700

Philadelphia, PA 19103

This information must be preceded or accompanied by a current

prospectus for the Fund described.

SAN-AR-001-1400


(b)    Not applicable.

 

Item 2.

Code of Ethics.

The Registrant (also referred to as the “Trust”) has adopted a code of ethics that applies to the Registrant’s principal executive officer, principal financial officer, controller or principal accounting officer, and any person who performs a similar function. There have been no amendments to or waivers granted to this code of ethics during the period covered by this report.

 

Item 3.

Audit Committee Financial Expert.

(a)(1) The Registrant’s board of trustees has determined that the Registrant has at least one audit committee financial expert serving on the audit committee.

(a)(2) The Registrant’s audit committee financial expert is Robert Mulhall. Mr Mulhall is considered to be “independent”, as that term is defined in Form N-CSR Item 3(a)(2).

 

Item 4.

Principal Accountant Fees and Services.

Fees billed by PricewaterhouseCoopers LLP (“PwC”) related to the Trust.

PwC billed the Trust aggregate fees for services rendered to the Trust for the last two fiscal years as follows:

 

     FYE October 31, 2023     FYE October 31, 2022  
          All fees and
services to
the Trust that
were
pre-approved
     All fees and
services to
service
affiliates that
were
pre-approved
     All other
fees and
services to
service
affiliates
that did not
require
pre-approval
    All fees and
services to
the Trust that
were
pre-approved
    All fees and
services to
service
affiliates that
were
pre-approved
     All other
fees and
services to
service
affiliates
that did not
require
pre-approval
 

(a)

   Audit Fees(1)    $ 72,710        None        None     $ 72,710       None        None  

(b)

   Audit-Related Fees      None        None        None       None       None        None  

(c)

   Tax Fees      None        None      $ 115,395 (4)    $ 10,000 (2)      None      $ 256,295 (4) 

(d)

   All Other Fees      None        None      $ 47,411 (5)      None       None      $ 86,500 (5) 

Fees billed by Ernst & Young LLP (“E&Y”) related to the Trust.

E&Y billed the Trust aggregate fees for services rendered to the Trust for the last two fiscal years as follows:

 

2


     2023      2022  
          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)    $ 550,800        None        None      $ 529,590       None        None  

(b)

   Audit-Related Fees      None        None        None      $ 10,000 (6)      None        None  

(c)

   Tax Fees      None        None        None      $ 2,000 (3)      None        None  

(d)

   All Other Fees      None        None        None        None       None        None  

Fees billed by Cohen & Co. (“Cohen”) related to the Trust.

Cohen billed the Trust aggregate fees for services rendered to the Trust for the last two fiscal years as follows:

 

     2023      2022  
          All fees and
services to
the Trust that
were
pre-approved
     All fees and
services to
service
affiliates that
were
pre-approved
     All other
fees and
services to
service
affiliates
that did not
require
pre-approval
     All fees and
services to
the Trust that
were
pre-approved
     All fees and
services to
service
affiliates that
were
pre-approved
     All other
fees and
services to
service
affiliates
that did not
require
pre-approval
 

(a)

   Audit Fees(1)    $ 61,000        None        None      $ 61,000        None        None  

(b)

   Audit-Related Fees      None        None        None        None        None        None  

(c)

   Tax Fees      None        None        None        None        None        None  

(d)

   All Other Fees      None        None        None        None        None        None  

Notes:

 

  (1)

Audit fees include amounts related to the audit of the Trust’s annual financial statements and services normally provided by the accountant in connection with statutory and regulatory filings.

 

3


  (2)

Final tax compliance services provided to McKee International Equity Portfolio.

 

  (3)

Common Reporting Standard (“CRS”) tax services for the Sands Capital Global Growth Fund.

 

  (4)

Tax compliance services provided to service affiliates of the funds.

 

  (5)

Non-audit assurance engagements for service affiliates of the funds.

 

  (6)

Fees related to consents for Cambiar N-14 filings.

(e)(1)    The Trust’s Audit Committee has adopted and the Board of Trustees has ratified an Audit and Non-Audit Services Pre-Approval Policy (the “Policy”), which sets forth the procedures and the conditions pursuant to which services proposed to be performed by the independent auditor of the Funds may be pre-approved.

The Policy provides that all requests or applications for proposed services to be provided by the independent auditor must be submitted to the Registrant’s Chief Financial Officer (“CFO”) and must include a detailed description of the services proposed to be rendered. The CFO will determine whether such services:

(1) require specific pre-approval; (2) are included within the list of services that have received the general pre-approval of the Audit Committee pursuant to the Policy; or (3) have been previously pre-approved in connection with the independent auditor’s annual engagement letter for the applicable year or otherwise. In any instance where services require pre-approval, the Audit Committee will consider whether such services are consistent with SEC’s rules and whether the provision of such services would impair the auditor’s independence.

Requests or applications to provide services that require specific pre-approval by the Audit Committee will be submitted to the Audit Committee by the CFO. The Audit Committee will be informed by the CFO on a quarterly basis of all services rendered by the independent auditor. The Audit Committee has delegated specific pre-approval authority to either the Audit Committee Chair or financial expert, provided that the estimated fee for any such proposed pre-approved service does not exceed $100,000 and any pre-approval decisions are reported to the Audit Committee at its next regularly-scheduled meeting.

Services that have received the general pre-approval of the Audit Committee are identified and described in the Policy. In addition, the Policy sets forth a maximum fee per engagement with respect to each identified service that has received general pre-approval.

All services to be provided by the independent auditor shall be provided pursuant to a signed written engagement letter with the Registrant, the investment adviser, or applicable control affiliate (except that matters as to which an engagement letter would be impractical because of timing issues or because the matter is small may not be the subject of an engagement letter) that sets forth both the services to be provided by the independent auditor and the total fees to be paid to the independent auditor for those services.

In addition, the Audit Committee has determined to take additional measures on an annual basis to meet the Audit Committee’s responsibility to oversee the work of the independent auditor and to assure the auditor’s independence from the Registrant, such as (a) reviewing a formal written statement from the independent auditor delineating all relationships between the independent auditor and the Registrant, and (b) discussing with the independent auditor the independent auditor’s methods and procedures for ensuring independence.

(e)(2)    Percentage of fees billed applicable to non-audit services pursuant to waiver of pre-approval requirement were as follows (PwC):

 

     2023      2022  

Audit-Related Fees

     None        None  

 

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Tax Fees

     None        None  

All Other Fees

     None        None  

(e)(2)    Percentage of fees billed applicable to non-audit services pursuant to waiver of pre-approval requirement were as follows (E&Y):

 

     2023      2022  

Audit-Related Fees

     None        None  

Tax Fees

     None        None  

All Other Fees

     None        None  

(e)(2)    Percentage of fees billed applicable to non-audit services pursuant to waiver of pre-approval requirement were as follows (Cohen):

 

     2023      2022  

Audit-Related Fees

     None        None  

Tax Fees

     None        None  

All Other Fees

     None        None  

(f)    Not applicable.

(g)    The aggregate non-audit fees and services billed by PwC for services rendered to the Registrant, and rendered to the Registrant’s investment adviser (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser), and any entity controlling, controlled by, or under common control with the adviser that provides ongoing services to the Registrant for the last two fiscal years ended October 31st were $162,806 and $342,795 for 2023 and 2022, respectively.

(g)    The aggregate non-audit fees and services billed by E&Y for services rendered to the Registrant, and rendered to the Registrant’s investment adviser (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser), and any entity controlling, controlled by, or under common control with the adviser that provides ongoing services to the Registrant for the last two fiscal years ended October 31st were $0 and $2,000 for 2023 and 2022, respectively.

(g)    The aggregate non-audit fees and services billed by Cohen for services rendered to the Registrant, and rendered to the Registrant’s investment adviser (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser), and any entity controlling, controlled by, or under common control with the adviser that provides ongoing services to the Registrant for the last two fiscal-years-ended October 31st were $0 and $0 for 2023 and 2022, 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.

 

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(i)    Not Applicable. The Registrant has not retained, for the preparation of the audit report on the financial statements included in the Form N-CSR, a registered public accounting firm that has a branch or office that is located in a foreign jurisdiction and that the Public Company Accounting Oversight Board (the “PCAOB”) has determined that the PCAOB is unable to inspect or investigate completely because of a position taken by an authority in the foreign jurisdiction.

(j)    Not applicable. The Registrant is not a “foreign issuer,” as defined in 17 CFR § 240.3b-4.

Item 5. Audit Committee of Listed Registrants.

Not applicable to open-end management investment companies.

Item 6. Schedule of Investments.

Schedule of Investments is included as part of the Report to Shareholders filed under Item 1 of this form.

Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.

Not applicable to open-end management investment companies.

Item 8. Portfolio Managers of Closed-End Management Investment Companies.

Not applicable to open-end management investment companies.

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

Not applicable to open-end management investment companies.

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

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

Item 11. Controls and Procedures.

(a) The Registrant’s principal executive and principal financial officers, or persons performing similar functions, have concluded that the Registrant’s disclosure controls and procedures, as defined in Rule 30a-3(c) under the Act (17 CFR § 270.30a-3(c)), as of a date within 90 days of the filing date of the report, are effective based on the evaluation of these controls and procedures required by Rule 30a-3(b) under the Act (17 CFR § 270.30a-3(b)) and Rule 13a-15(b) or Rule 15d-15(b) under the Securities Exchange Act of 1934 (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.

 

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(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: January 9, 2024

  

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

 

By (Signature and Title)

  

/s/ Michael Beattie

  

Michael Beattie, President

Date: January 9, 2024

  

By (Signature and Title)

  

/s/ Andrew Metzger

  

Andrew Metzger

  

Treasurer, Controller, and CFO

Date: January 9, 2024

  

 

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