small cap value fund - lsvasset.comlsvasset.com/pdf/fund-docs/lsvqx_sar_2016.pdf · manager’s...

THE ADVISORS’ INNER CIRCLE FUND

Small Cap Value Fund

SEMI-ANNUAL REPORT TO SHAREHOLDERS

April 30, 2016

This information must be preceded oraccompanied by a current prospectus.

Investors should read the prospectus carefullybefore investing.

MANAGER’S DISCUSSION AND ANALYSIS OF FUND PERFORMANCESemi-Annual Report to Shareholders

As of April 30, 2016(Unaudited)

The total net of fee return of the LSV Small Cap Value Fund and the benchmark Russell 2000 Value Index fortrailing periods ended April 30, 2016, were as follows:

6 MonthsEnded4/30/16

1 YearEnded

4/30/16*

3 YearsEnded

4/30/16*Since

Inception*

LSV Small Cap Value Fund,Institutional Class Shares 0.87% (2.31)% 11.43% 12.25%

Benchmark:Russell 2000 Value Index 1.18 (3.71) 6.50 7.49Broad Market:Russell 2000 Index (1.90) (5.94) 7.53 8.53

*As of 4/30/16; periods longer than one year are annualized; inception date 2/28/13; net of fees.

Fund Performance as of 3/31/16: (5.40)% (1 Year) and 12.16% (Since Inception). The gross expense ratio is0.93%. The net expense ratio is 0.85%. The Fund’s Adviser has contractually agreed to waive fees andreimburse expenses until February 28, 2017. In the absence of such fee waivers, total return would bereduced.

The performance data quoted represents past performance. Past performance does not guarantee futureresults. The investment return and principal value of an investment will fluctuate so that an investor’s shareswhen redeemed, may be worth more or less than their original cost and current performance may be lower orhigher than the performance quoted. For performance data current to the most recent month end, please call888-FUND-LSV (888-386-3578).

U.S. small-cap stocks as represented by the Russell 2000 Index were down 1.90% during the trailing 6-monthperiod. Value stocks performed better as the Russell 2000 Value Index was up 1.18%. It was a wild ride as theRussell 2000 Index was down nearly 16% in the first six weeks of 2016 as sluggish economic news and lowercorporate earnings guidance pushed share prices down. Then in mid-February, the market had an abruptturn the other way and gained back all of its prior losses by the end of April. There did not seem to be anymajor catalyst for the change in sentiment other than policy makers indicating that additional rate hikes wouldbe less likely going forward and that seemed to fuel a ‘risk on’ attitude as share prices recovered quickly on aglobal basis.

Despite value stocks performing better in the broad market indices, the deep value positioning of the portfoliodetracted from performance. Within small cap value stocks, ‘relative value’ stocks performed better than thecheaper, deep value stocks LSV prefers. This was true across the cap spectrum within the value indices.LSV’s smaller cap bias was a slightly positive contributor to relative performance. Sector allocations detractedmodestly due mainly to underweight exposure to Utilities which was the second best performing sector duringthe six-month period after Materials. Portfolio holdings lagged benchmark stocks in the Materials and Telecomsectors but performed well in the Financials, REITs and Utilities sectors.

The Fund’s valuations trade at a significant discount to the value benchmark. The portfolio is trading at 11.4xforward earnings compared to 17.7x for the value benchmark, 1.3x book value compared to 1.4x for thebenchmark and 7.5x cash flow compared to 11.9x for the Russell 2000 Value Index.

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Sector weightings are a result of our bottom-up stock selection process subject to minimum and maximumexposures to sectors and industries. At April 30, 2016, the Fund’s biggest overweights are to the ConsumerDiscretionary (+4.5%) and non-REIT Financials (+2.0%) sectors while the largest underweights are to theUtilities (-4.1%) and REITs (-3.0%) sectors. All other sectors are within +/- 2%. At the industry level, theportfolio was overweight Specialty Retail and Insurance while underweight Gas Utilities and Media.

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

The information provided herein represents the opinion of the manager and is not intended to be a forecast offuture events, a guarantee of future results or investment advice.

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

Russell 2000 Index is an unmanaged index comprised of 2,000 stocks of U.S. companies with small marketcapitalization.

The Russell 2000 Value Index is a widely-recognized, capitalization-weighted (companies with larger marketcapitalizations have more influence than those with smaller market capitalization) index of U.S. companieswith lower forecasted growth rates and price-to-book ratios.

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

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April 30, 2016 (Unaudited)

Sector Weightings†:

12.5% Industrials

3.5% Energy

41.2% Financials

2.7% Repurchase Agreement

4.3% Materials

10.8% Information Technology

3.1% Utilities

1.8% Telecommunication Services

2.9% Health Care

13.8% Consumer Discretionary

3.4% Consumer Staples

† Percentages are based on total investments.

Schedule of InvestmentsLSV Small Cap Value Fund Shares

Value(000)

Common Stock (96.9%)Aerospace & Defense (1.6%)

AAR 61,800 $ 1,486Moog, Cl A* 12,900 630National Presto Industries 200 17Triumph Group 16,800 608

2,741

Agricultural Products (0.2%)Fresh Del Monte Produce 6,200 268

Air Freight & Logistics (0.9%)Air Transport Services

Group* 28,800 406Atlas Air Worldwide

Holdings* 17,700 707Park-Ohio Holdings 16,000 407

1,520

Aircraft (1.3%)Alaska Air Group 5,200 366Hawaiian Holdings* 25,400 1,068Republic Airways Holdings* 42,300 39SkyWest 29,100 684

2,157

Alternative Carriers (1.7%)Inteliquent 66,900 1,110Iridium Communications* 132,500 1,069magicJack VocalTec* 100,200 607

2,786

Apparel Retail (1.8%)Children’s Place 6,800 530Express* 51,800 942Finish Line, Cl A 39,400 778Shoe Carnival 22,000 564Stein Mart 34,200 247

3,061

SharesValue(000)

Apparel/Textiles (0.1%)Vera Bradley* 8,000 $ 140

Application Software (0.7%)Mentor Graphics 55,600 1,110

Asset Management & Custody Banks (1.1%)Ashford* 340 15BlackRock Capital

Investment 115,800 974Hercules Capital 51,600 633Medallion Financial 38,816 299

1,921

Automotive (2.7%)American Axle &

Manufacturing Holdings* 36,500 566Cooper Tire & Rubber 22,700 784Cooper-Standard Holding* 13,800 1,064Modine Manufacturing* 64,074 693Stoneridge* 40,100 572Tower International 37,400 858

4,537

Automotive Retail (1.3%)Group 1 Automotive 10,100 665Murphy USA* 11,000 632Sonic Automotive, Cl A 43,954 824

2,121

Banks (19.1%)1st Source 5,500 189Arrow Financial 11,118 313Banc of California 82,400 1,677Banco Latinoamericano de

Comercio Exterior, Cl E 34,500 892Bar Harbor Bankshares 7,261 252BB&T 1 —BBCN Bancorp 37,100 579Berkshire Hills Bancorp 23,972 651Bryn Mawr Bank 6,910 196Camden National 10,502 457Central Pacific Financial 50,876 1,187Chemical Financial 21,400 823Citizens & Northern 700 14Community Trust Bancorp 5,300 190Enterprise Financial Services 21,100 577Federal Agricultural

Mortgage, Cl C 15,600 635Fidelity Southern 66,000 1,066Financial Institutions 11,500 322First Busey 17,700 362First Commonwealth

Financial 46,900 430First Defiance Financial 15,100 598First Interstate BancSystem,

Cl A 35,712 968First Merchants 11,400 292

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

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Schedule of Investments


LSV Small Cap Value Fund SharesValue(000)

Banks (continued)Flagstar Bancorp* 24,827 $ 588Flushing Financial 8,000 160Fulton Financial 81,600 1,142Great Southern Bancorp 20,900 791Hancock Holding 83,100 2,158Hanmi Financial 64,300 1,487HomeStreet* 15,537 335Horizon Bancorp 19,100 466International Bancshares 42,500 1,113Lakeland Bancorp 31,100 345LegacyTexas Financial

Group 6,682 165MainSource Financial Group 4,990 109MidSouth Bancorp 36,100 327OFG Bancorp 48,600 429Old National Bancorp 104,400 1,399Peapack Gladstone Financial 42,500 813Peoples Bancorp 6,170 133Popular 20,700 615Provident Financial Holdings 3,000 52Republic Bancorp, Cl A 5,330 146S&T Bancorp 18,300 470Southside Bancshares 20,250 591TCF Financial 108,300 1,477Tompkins Financial 4,800 314Towne Bank 1,400 29TriCo Bancshares 38,330 1,032United Financial Bancorp 56,300 731Univest Corp of Pennsylvania 23,300 460Washington Federal 48,400 1,176WesBanco 17,000 546

32,269

Biotechnology (0.1%)AMAG Pharmaceuticals* 4,700 125PDL BioPharma 5,400 20

145

Building & Construction (0.7%)CalAtlantic Group 10,394 337Griffon 19,100 302Meritage Homes* 16,700 568

1,207

Business Services (0.0%)RMR Group 941 24

Chemicals (2.4%)A Schulman 16,700 466Chase 6,439 363Chemtura* 35,800 997FutureFuel 37,400 420Olin 2,300 50OMNOVA Solutions* 73,130 523Stepan 19,500 1,195

4,014

SharesValue(000)

Commercial Printing (1.1%)Deluxe 19,600 $ 1,230Ennis 26,500 518RR Donnelley & Sons 8,889 155

1,903

Commercial Services (1.8%)Convergys 37,600 996CSG Systems International 15,864 704Higher One Holdings* 67,693 257NeuStar, Cl A* 22,200 521Sykes Enterprises* 20,100 586

3,064

Commodity Chemicals (0.3%)Cabot 10,900 532

Computer & Electronics Retail (0.3%)Rent-A-Center, Cl A 36,300 534

Computers & Services (0.5%)Blucora* 38,900 312DHI Group* 72,600 516

828

Construction & Engineering (0.7%)Aegion, Cl A* 30,600 650MYR Group* 16,700 426Tutor Perini* 11,500 182

1,258

Consumer Products (0.4%)Johnson Outdoors, Cl A 8,692 210Smith & Wesson Holding* 17,500 382

592

Distributors (0.1%)VOXX International, Cl A* 55,400 249

Diversified REIT’s (2.6%)Cousins Properties 99,000 1,025Gladstone Commercial 8,100 136Lexington Realty Trust 119,687 1,051One Liberty Properties 12,600 295RAIT Financial Trust 1,966 6Select Income 80,800 1,870

4,383

Education Services (0.4%)Capella Education 12,051 666

Electrical Components & Equipment (0.1%)SL Industries* 4,242 170

Electrical Services (2.4%)Avista 25,300 1,014Black Hills 13,100 794Otter Tail 16,600 480


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Electrical Services (continued)Portland General Electric 27,500 $ 1,092Unitil 17,700 699

4,079

Environmental & Facilities Services (0.4%)Tetra Tech 24,600 723

Financial Services (1.3%)Nelnet, Cl A 14,500 608Oppenheimer Holdings, Cl A 7,900 121Piper Jaffray* 16,700 696Regional Management* 32,800 542World Acceptance* 6,100 265

2,232

Food Distributors (0.5%)SpartanNash 28,600 792

Food, Beverage & Tobacco (2.3%)Cal-Maine Foods 21,800 1,107Omega Protein* 33,000 613Sanderson Farms 9,500 872Seneca Foods, Cl A* 6,800 222Supervalu* 95,100 478Universal 12,300 671

3,963

Footwear (0.5%)Deckers Outdoor* 14,800 855

Gas/Natural Gas (0.7%)Southwest Gas 17,400 1,130

General Merchandise Stores (0.3%)Big Lots 11,200 514

Health Care Distributors (0.4%)Owens & Minor 19,700 717

Health Care Equipment (0.3%)Exactech* 21,300 484PhotoMedex* 8,500 3

487

Health Care Facilities (1.0%)Kindred Healthcare 56,500 834National HealthCare 2,800 180Select Medical Holdings* 46,700 625

1,639

Health Care Services (0.3%)Air Methods* 15,700 581

Homefurnishing Retail (0.4%)Haverty Furniture 32,200 601

Hotels & Lodging (0.2%)Marcus 15,300 296

Household Products, Furniture & Fixtures (0.5%)Ethan Allen Interiors 24,726 842

SharesValue(000)

Industrials (0.0%)Brink’s 1,900 $ 64

Information Technology (0.2%)II-VI* 15,509 324

Insurance (4.8%)American Financial Group 13,100 905American National Insurance 6,200 720AmTrust Financial Services 22,700 564Aspen Insurance Holdings 12,500 580CNO Financial Group 58,800 1,080Employers Holdings 26,472 786FBL Financial Group, Cl A 6,900 417HCI Group 9,000 270Horace Mann Educators 2,000 62Primerica 19,000 942Selective Insurance Group 21,000 729Triple-S Management, Cl B* 10,600 276United Fire Group 9,800 439Universal Insurance

Holdings 19,300 340

8,110

Internet Retail (0.3%)PetMed Express 23,100 423

Leasing & Renting (0.8%)Aircastle 46,000 998Kaman 5,700 240TAL International Group 7,600 130Textainer Group Holdings 2,600 40

1,408

Leisure Facilities (0.1%)RCI Hospitality Holdings 19,700 202

Machinery (3.0%)American Railcar Industries 13,400 549Briggs & Stratton 39,100 828Columbus McKinnon 10,900 180Hurco 7,900 256Hyster-Yale Materials

Handling 5,900 361Kadant 5,800 275LB Foster, Cl A 13,300 262Meritor* 74,800 636NACCO Industries, Cl A 5,330 317Oshkosh 14,600 713Wabash National* 54,100 771

5,148

Mortgage REIT’s (3.1%)AG Mortgage Investment

Trust 16,400 220Anworth Mortgage Asset 121,608 574Apollo Commercial Real

Estate Finance 66,900 1,066Capstead Mortgage 31,900 310


5




Mortgage REIT’s (continued)Dynex Capital 85,706 $ 557MFA Financial 182,900 1,264New York Mortgage Trust 45,800 238PennyMac Mortgage

Investment Trust 24,500 333Two Harbors Investment 52,600 412Western Asset Mortgage

Capital 26,100 260

5,234

Office Equipment (1.1%)ACCO Brands* 126,500 1,207Herman Miller 21,600 652

1,859

Office REIT’s (1.8%)Brandywine Realty Trust 24,300 363Franklin Street Properties 94,400 1,002Mack-Cali Realty 63,600 1,626

2,991

Oil & Gas Equipment & Services (0.9%)Dawson Geophysical* 2,932 15Hornbeck Offshore Services* 8,600 101Matrix Service* 31,800 599Newpark Resources* 36,400 170PHI* 14,700 330Superior Energy Services* 16,400 276

1,491

Oil & Gas Storage & Transportation (1.2%)Ardmore Shipping 57,525 538DHT Holdings 101,700 584Navios Maritime Acquisition 133,402 257Ship Finance International 41,000 622StealthGas* 6,100 24

2,025

Paper & Paper Products (1.3%)Clearwater Paper* 9,200 550Domtar 22,400 865PH Glatfelter 30,400 697

2,112

Personal Products (0.1%)Nutraceutical International* 5,400 127

Petroleum & Fuel Products (1.4%)Alon USA Energy 8,600 90Green Plains 3,100 56Northern Oil and Gas* 18,700 102Ocean Rig UDW* 44,700 94Parker Drilling* 55,200 169PBF Energy, Cl A 22,300 718REX American Resources* 10,400 566Rowan, Cl A* 19,200 361

SharesValue(000)

Petroleum & Fuel Products (continued)Unit* 8,000 $ 101VAALCO Energy* 50,400 62

2,319

Pharmaceuticals (0.6%)Lannett* 11,900 228SciClone Pharmaceuticals* 61,800 816

1,044

Printing & Publishing (0.7%)CSS Industries 18,400 514Lexmark International, Cl A 18,800 726

1,240

Real Estate Investment Trusts (REITs) (0.7%)Summit Hotel Properties 107,400 1,224

Reinsurance (2.2%)Endurance Specialty

Holdings 26,000 1,664Maiden Holdings 74,805 915RenaissanceRe Holdings 1,873 208Validus Holdings 18,300 843

3,630

Research & Consulting Services (0.5%)CRA International* 14,000 304Navigant Consulting* 37,600 600

904

Residential REIT’s (0.3%)Preferred Apartment

Communities, Cl A 43,689 539

Retail (2.9%)Big 5 Sporting Goods 34,200 413Bloomin’ Brands 48,800 913Brinker International 26,100 1,209Dillard’s, Cl A 7,900 556GNC Holdings, Cl A 25,200 614Ingles Markets, Cl A 16,700 602Outerwall 8,400 347Stage Stores 36,300 267

4,921

Retail REIT’s (1.0%)CBL & Associates Properties 43,800 511Getty Realty 32,200 634Pennsylvania Real Estate

Investment Trust 2,400 55Rouse Properties* 28,800 532

1,732

Semi-Conductors/Instruments (4.6%)Amkor Technology* 99,000 565Benchmark Electronics* 52,900 1,027Daktronics 17,900 156Fabrinet* 23,000 735


6




Semi-Conductors/Instruments (continued)IXYS 44,300 $ 478Key Tronic* 3,500 25Kulicke & Soffa Industries* 51,200 549Photronics* 83,058 879QLogic* 50,400 660Rudolph Technologies* 33,500 465Sanmina* 47,500 1,123Vishay Precision Group* 39,300 588ZAGG* 58,400 468

7,718

Specialized REIT’s (2.8%)Ashford Hospitality Prime 3,087 35Ashford Hospitality Trust 79,656 445Chatham Lodging Trust 30,100 641CorEnergy Infrastructure

Trust 29,800 635DuPont Fabros Technology 15,900 633Hersha Hospitality Trust, Cl A 23,400 451Hospitality Properties Trust 55,900 1,431Sunstone Hotel Investors 33,816 433

4,704

Steel & Steel Works (0.3%)Commercial Metals 31,600 566

Technology Distributors (1.7%)ePlus* 6,200 499Ingram Micro, Cl A* 19,400 678Insight Enterprises* 18,100 447SYNNEX 2,300 190Tech Data* 15,900 1,092

2,906

Telephones & Telecommunications (1.1%)Black Box 23,500 344NETGEAR* 20,600 873Plantronics 15,800 607TESSCO Technologies 3,500 58

1,882

Textiles (0.7%)Unifi* 43,000 1,108

Thrifts & Mortgage Finance (0.4%)Radian Group 47,200 604

Trucking (0.7%)ArcBest 14,900 284Ryder System 14,000 965

1,249

Shares/Face

AmountValue(000)

Wireless Telecommunication Services (0.1%)NTELOS Holdings* 1,100 $ 10Spok Holdings 7,850 134

144

Total Common Stock(Cost $161,570) 163,603

Repurchase Agreement (2.7%)Morgan Stanley

0.150%, dated 04/29/16,to be repurchased on05/02/16, repurchase price$4,540 (collateralized byvarious US TreasuryNotes, par values rangingfrom $5 - $2,296,2.125% - 2.750%,12/31/22 - 05/15/24; withtotal market valueof $4,630) $ 4,540 4,540

Total Repurchase Agreement(Cost $4,540) 4,540

Total Investments — 99.6%(Cost $166,110) $168,143

Percentages are based on Net Assets of $168,853 (000).* Non-income producing security.CI ClassREIT Real Estate Investment Trust

The following is a list of the inputs used as of April 30,2016, in valuing the Fund’s investments carried atvalue ($ Thousands):

Investments inSecurities Level 1 Level 2 Level 3 Total

Common Stock $163,603 $ — $ — $163,603Repurchase

Agreement — 4,540 — 4,540

TotalInvestmentsin Securities $163,603 $4,540 $ — $168,143

For the six months ended April 30, 2016, there were notransfers between Level 1 and Level 2 assets andliabilities.

For the six months ended April 30, 2016, there were noLevel 3 securities.

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

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


7

Statement of Assets and Liabilities (000)


LSV Small CapValue Fund

Assets:Investments, at Value (Cost $166,110) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $168,143Receivable for Investment Securities Sold . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,610Receivable for Capital Shares Sold . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 377Dividend Receivable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 176Prepaid Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21

Total Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 170,327

Liabilities:Payable for Investment Securities Purchased . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,348Payable for Capital Shares Redeemed . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9Payable due to Administrator . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9Payable due to Trustees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1Payable due to Distributor . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1Payable due to Chief Compliance Officer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . —Other Accrued Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 106

Total Liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,474

Net Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $168,853

Net Assets Consist of:Paid-in Capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $165,598Undistributed Net Investment Income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 414Accumulated Net Realized Gain on Investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 808Net Unrealized Appreciation on Investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,033

Net Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $168,853

Net Asset Value, Offering and Redemption Price Per Share —Institutional Class Shares ($164,014 ÷ 13,060,428 shares)(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 12.56

Net Asset Value, Offering and Redemption Price Per Share —Investor Class Shares ($4,839 ÷ 386,069 shares)(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 12.53*

(1) Shares have not been rounded.

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

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


8

Statement of Operations (000)

For the six months ended April 30, 2016 (Unaudited)


Investment Income:Dividend Income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $1,495Interest Income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2Foreign Taxes Withheld . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (1)

Total Investment Income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,496

Expenses:Investment Advisory Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 416Administration Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40Trustees’ Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2Chief Compliance Officer Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1Distribution Fees — Investor Class Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1Transfer Agent Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30Registration and Filing Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16Professional Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8Printing Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7Custodian Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7Insurance and Other Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3

Total Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 531Less: Waiver of Investment Advisory Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (25)Less: Fees Paid Indirectly — (see Note 4) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . —

Net Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 506

Net Investment Income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 990

Net Realized Gain on Investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 810Net Change in Unrealized Appreciation (Depreciation) on Investments . . . . . . . . . . . . . . . . . . . . 1,423

Net Realized and Unrealized Gain on Investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,233

Net Increase in Net Assets Resulting from Operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $3,223

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


9

Statements of Changes in Net Assets (000)


And for the year ended October 31, 2015


11/1/2015 to4/30/2016

11/1/2014 to10/31/2015

Operations:Net Investment Income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 990 $ 1,477Net Realized Gain on Investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 810 2,069Net Change in Unrealized Appreciation (Depreciation) on Investments . . . . . 1,423 (4,007)

Net Increase (Decrease) in Net Assets Resulting from Operations . . . . . . . 3,223 (461)

Dividends and Distributions From:Net Investment Income:Institutional Class Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (1,841) (660)Investor Class Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (4) (1)

Net Realized Gain:Institutional Class Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (1,969) (2,438)Investor Class Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (4) (7)

Total Dividends and Distributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (3,818) (3,106)

Capital Share Transactions:Institutional Class Shares:Issued . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 62,306 58,895Reinvestment of Dividends and Distributions . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,809 3,094Redeemed . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (9,776) (8,888)

Net Increase from Institutional Class Shares Transactions . . . . . . . . . . . . . . 56,339 53,101

Investor Class Shares:Issued . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4,653 133Reinvestment of Dividends and Distributions . . . . . . . . . . . . . . . . . . . . . . . . . . . 8 8Redeemed . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (57) (113)

Net Increase from Investor Class Shares Transactions . . . . . . . . . . . . . . . . . 4,604 28

Net Increase in Net Assets Derived from Capital Share Transactions . . . . . 60,943 53,129

Total Increase in Net Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 60,348 49,562

Net Assets:Beginning of Period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 108,505 58,943

End of Year or Period (including undistributed net investment income of$414 and $1,269, respectively) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $168,853 $108,505


10

Statements of Changes in Net Assets (000)


And for the year ended October 31, 2015


11/1/2015 to4/30/2016

11/1/2014 to10/31/2015

Share Transactions:Institutional Class Shares:Issued . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5,153 4,477Reinvestment of Dividends and Distributions . . . . . . . . . . . . . . . . . . . . . . . . . . . 313 234Redeemed . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (803) (671)

Total Institutional Class Shares Transactions . . . . . . . . . . . . . . . . . . . . . . . . . . . 4,663 4,040

Investor Class Shares:Issued . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 377 9Reinvestment of Dividends and Distributions . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 1Redeemed . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (5) (9)

Total Investor Class Shares Transactions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 373 1

Net Increase in Shares Outstanding . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5,036 4,041


11

Financial Highlights

For a share outstanding throughout each period

For the six months ended April 30, 2016 (Unaudited) and for the years or periods ended October 31,

NetAssetValue

Beginningof Period

NetInvestmentIncome(1)

Realizedand

UnrealizedGains

(Losses) onInvestments

Totalfrom

Operations

DividendsfromNet

InvestmentIncome

Distributionsfrom

RealizedGain

TotalDividends

andDistributions

NetAssetValueEnd ofPeriod

TotalReturn†

NetAssetsEnd ofPeriod(000)

Ratio ofExpensesto AverageNet Assets

Ratio ofExpensesto AverageNet Assets(ExcludingWaivers)

Ratioof Net

InvestmentIncome toAverage

Net Assets

PortfolioTurnover

Rate‡

LSV Small Cap Value Fund

Institutional Class Shares2016* $12.90 $0.10 $ — $0.10 $(0.21) $(0.23) $(0.44) $12.56 0.87% $164,014 0.85% 0.89% 1.67% 10%2015 13.49 0.22 (0.16) 0.06 (0.12) (0.53) (0.65) 12.90 0.38 108,332 0.85 0.93 1.71 152014 12.30 0.17 1.69 1.86 (0.18) (0.49) (0.67) 13.49 15.77 58,782 0.85 1.09 1.35 272013** 10.00 0.11 2.19 2.30 — — — 12.30 23.00 24,894 0.85 1.39 1.50 31Investor Class Shares2016* $12.87 $0.06 $ 0.01 $0.07 $(0.18) $(0.23) $(0.41) $12.53 0.63% $ 4,839 1.10% 1.14% 1.06% 10%2015 13.48 0.20 (0.17) 0.03 (0.11) (0.53) (0.64) 12.87 0.14 173 1.10 1.18 1.49 152014^ 13.42 0.06 — 0.06 — — — 13.48 0.45 161 1.10 1.39 1.17 27

* For the six months ended April 30, 2016. All ratios for the period have been annualized.

** Commenced operations on February 28, 2013. All ratios for the period ended October 31, 2013 have been annualized.

^ Commenced operations on June 10, 2014. All ratios for the period ended October 31, 2014 have been annualized.

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

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

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

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


12

Notes to Financial Statements


1. Organization:

The Advisors’ Inner Circle Fund (the “Trust”) isorganized as a Massachusetts business trust under anAmended and Restated Agreement and Declaration ofTrust dated February 18, 1997. The Trust is registeredunder the Investment Company Act of 1940, asamended, as an open-end management investmentcompany with 56 funds. The financial statementsherein are those of the LSV Small Cap Value Fund, adiversified Fund (the “Fund”). The Fund seeks long-term growth of capital by investing in undervaluedstocks which are out of favor in the market. The Fundcommenced operations on February 28, 2013. Thefinancial statements of the remaining funds of the Trustare not presented herein, but are presentedseparately. The assets of each fund are segregated,and a shareholder’s interest is limited to the fund inwhich shares are held.

The LSV Small Cap Value Fund Investor Class Sharescommenced operations on June 10, 2014.

2. Significant Accounting Policies:

The following is a summary of the significantaccounting policies followed by the Fund. The Fund isan investment company in conformity with U.S.generally accepted accounting principles (“U.S.GAAP”). Therefore, the Fund follows the accountingand reporting guidelines for investment companies.

Use of Estimates — The preparation of financialstatements, in conformity with U.S. GAAP requiresmanagement to make estimates and assumptionsthat affect the fair value of assets and liabilities anddisclosure of contingent assets and liabilities at thedate of the financial statements and the reportedamounts of increases and decreases in net assetsfrom operations during the reporting period. Actualresults could differ from those estimates and suchdifferences could be material.

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

Securities for which market prices are not “readilyavailable” are valued in accordance with Fair ValueProcedures established by the Fund’s Board ofTrustees (the “Board”). The Fund’s Fair ValueProcedures are implemented through a Fair ValueCommittee (the “Committee”) designated by theBoard. Some of the more common reasons that maynecessitate that a security be valued using FairValue Procedures include: the security’s trading hasbeen halted or suspended; the security has beende-listed from a national exchange; the security’sprimary trading market is temporarily closed at atime when under normal conditions it would be open;the security has not been traded for an extendedperiod of time; the security’s primary pricing sourceis not able or willing to provide a price; or trading ofthe security is subject to local government-imposedrestrictions. When a security is valued in accordancewith the Fair Value Procedures, the Committee willdetermine the value after taking into considerationrelevant information reasonably available to theCommittee. At April 30, 2016, there were nosecurities valued in accordance with Fair Valueprocedures.

In accordance with the authoritative guidance on fairvalue measurements and disclosure under U.S.GAAP, the Fund discloses fair value of itsinvestments in a hierarchy that prioritizes the inputsto valuation techniques used to measure the fairvalue. The objective of a fair value measurement isto determine the price that would be received to sellan asset or paid to transfer a liability in an orderlytransaction between market participants at themeasurement date (an exit price). Accordingly, thefair value hierarchy gives the highest priority toquoted prices unadjusted in active markets foridentical assets or liabilities (Level 1) and the lowestpriority to unobservable inputs (Level 3). The threelevels of the fair value hierarchy are describedbelow:

Level 1 — Unadjusted quoted prices in activemarkets for identical, unrestricted assets or liabilitiesthat the Fund has the ability to access at themeasurement date;

Level 2 — Other significant observable inputs(includes quoted prices for similar securities, interestrates, prepayment speeds, credit risk, referencedindices, quoted prices in inactive markets, adjustedquoted prices in active markets, etc.); and

Level 3 — Prices, inputs or proprietary modelingtechniques which are both significant to the fairvalue measurement and unobservable (supportedby little or no market activity).

13



Investments are classified within the level of thelowest significant input considered in determiningfair value. Investments classified within Level 3whose fair value measurement considers severalinputs may include Level 1 or Level 2 inputs ascomponents of the overall fair value measurement.

For the six months ended April 30, 2016, there havebeen no significant changes to the Fund’s fairvaluation methodologies.

Federal Income Taxes — It is the Fund’s intention tocontinue to qualify as a regulated investmentcompany for Federal income tax purposes bycomplying with the appropriate provisions ofSubchapter M of the Internal Revenue Code of 1986,as amended and to distribute substantially all of itsincome to shareholders. Accordingly, no provisionfor Federal income taxes has been made in thefinancial statements.

The Fund evaluates tax positions taken or expectedto be taken in the course of preparing the Fund’s taxreturns to determine whether it is “more-likely-than-not” (i.e., greater than 50-percent) that each taxposition will be sustained upon examination by ataxing authority based on the technical merits of theposition. Tax positions not deemed to meet themore-likely-than-not threshold are recorded as a taxbenefit or expense in the current year. The Fund didnot record any tax provision in the current period.However, management’s conclusions regarding taxpositions taken may be subject to review andadjustment at a later date based on factorsincluding, but not limited to, examination by taxauthorities on open tax years (i.e. the last three opentax year ends, as applicable), on-going analysis ofand changes to tax laws, regulations andinterpretations thereof.

As of and during the six months ended April 30,2016, the Fund did not have a liability for anyunrecognized tax benefits. The Fund recognizesinterest and penalties, if any, related tounrecognized tax benefits as income tax expense inthe Statement of Operations. During the six monthsended April 30, 2016, the Fund did not incur anyinterest or penalties.

Security Transactions and Investment Income —Security transactions are accounted for on tradedate for financial reporting purposes. Costs used indetermining realized gains or losses on the sale ofinvestment securities are based on the specificidentification method. Dividend income is recordedon the ex-dividend date. Interest income isrecognized on the accrual basis from settlementdate.

Investments in Real Estate Investment Trusts(REITs) — With respect to the Fund, dividendincome is recorded based on the income included indistributions received from the REIT investmentsusing published REIT reclassifications includingsome management estimates when actual amountsare not available. Distributions received in excess ofthis estimated amount are recorded as a reductionof the cost of investments or reclassified to capitalgains. The actual amounts of income, return ofcapital, and capital gains are only determined byeach REIT after its fiscal year-end, and may differfrom the estimated amounts.

Repurchase Agreements — In connection withtransactions involving repurchase agreements, athird party custodian bank takes possession of theunderlying securities (“collateral”), the value of whichexceeds the principal amount of the repurchasetransaction, including accrued interest. Suchcollateral will be cash, debt securities issued orguaranteed by the U.S. Government, securities thatat the time the repurchase agreement is entered intoare rated in the highest category by a nationallyrecognized statistical rating organization (“NRSRO”)or unrated category by an NRSRO, as determinedby the Adviser. Provisions of the repurchaseagreements and procedures adopted by the Boardrequire that the market value of the collateral,including accrued interest thereon, is sufficient in theevent of default by the counterparty. In the event ofdefault on the obligation to repurchase, the Fund hasthe right to liquidate the collateral and apply theproceeds in satisfaction of the obligation. In theevent of default or bankruptcy by the counterparty tothe agreement, realization and/or retention of thecollateral or proceeds may be subject to legalproceedings.

Expenses — Expenses that are directly related tothe Fund are charged to the Fund. Other operatingexpenses of the Trust are prorated to the Fundbased on the number of funds and/or relative dailynet assets.

Classes — Class specific expenses are borne bythat class of shares. Income, realized and unrealizedgains and losses and non-class specific expensesare allocated to the respective class on the basis ofrelative daily net assets.

Dividends and Distributions to Shareholders —Dividends from net investment income, if any, aredeclared and paid to shareholders annually. Any netrealized capital gains are distributed to shareholdersat least annually.

14



3. Transactions with Affiliates:

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

A portion of the services provided by the CCO and hisstaff, whom are employees of the Administrator, arepaid for by the Trust as incurred. The services includeregulatory oversight of the Trust’s Advisors and serviceproviders as required by SEC regulations. The CCO’sservices have been approved by and reviewed by theBoard.

4. Administration, Distribution, Transfer Agencyand Custodian Agreements:

The Fund, along with other series of the Trust advisedby LSV Asset Management (the “Adviser”), and theAdministrator are parties to an AdministrationAgreement, under which the Administrator providesadministrative services to the Fund. For these services,the Administrator is paid an asset based fee, subject tocertain minimums, which will vary depending on thenumber of share classes and the average daily netassets of the Fund. For the six months ended April 30,2016, the Fund paid $40,434 for these services.

The Trust and Distributor are parties to a DistributionAgreement dated November 14, 1991, as Amendedand Restated November 14, 2005. The Distributorreceives no fees for its distribution services under thisagreement.

The Fund has adopted a distribution plan underRule 12b-1 under the1940 Act for Investor ClassShares that allows the Fund to pay distribution andservice fees for the sale and distribution of its shares,and for services provided to shareholders. Themaximum annual distribution fee for Investor ClassShares of the Fund is 0.25% annually of the averagedaily net assets. For the six months ended April 30,2016, the Fund incurred $1,024 of distribution fees.

DST Systems, Inc. serves as the transfer agent anddividend disbursing agent for the Fund under atransfer agency agreement with the Trust. During thesix months ended April 30, 2016, the Fund earned $8in cash management credits which were used to offsettransfer agent expenses. This amount is labeled as“Fees Paid Indirectly” on the Statement of Operations.

U.S. Bank, N.A. acts as custodian (the “Custodian”) forthe Fund. The Custodian plays no role in determining

the investment policies of the Fund or which securitiesare to be purchased and sold by the Fund.

5. Investment Advisory Agreement:

The Trust and the Adviser are parties to an InvestmentAdvisory Agreement, under which the Adviser receivesan annual fee equal to 0.70% of the Fund’s averagedaily net assets. The Adviser has contractually agreedto waive its fee (excluding interest, taxes, brokeragecommissions, acquired fund fees and expenses, andextraordinary expenses) in order to limit the Fund’stotal operating expenses after fee waivers and/orexpense reimbursements to a maximum of 0.85% and1.10% of the Fund’s Institutional Class and InvestorClass Shares’ average daily net assets, respectively,through February 28, 2017.

6. Investment Transactions:

The cost of security purchases and the proceedsfrom security sales, other than short-term investments,for the six months ended April 30, 2016, were asfollows (000):

Purchases . . . . . . . . . . . . . . . . . . . . . . . . . . . . $67,935Sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $12,774

7. Federal Tax Information:

The amount and character of income and capital gaindistributions to be paid, if any, are determined inaccordance with Federal income tax regulations, whichmay differ from U.S. generally accepted accountingprinciples. As a result, net investment income (loss)and net realized gain (loss) on investment transactionsfor a reporting period may differ significantly fromdistributions during such period. These book/taxdifferences may be temporary or permanent. To theextent these differences are permanent in nature, theyare charged or credited to undistributed netinvestment income (loss), accumulated net realizedgain (loss) or to paid-in-capital, as appropriate, in theperiod that the differences arise.

These reclassifications had no impact on the netassets or net asset value of the Fund.

The tax character of dividends and distributions paidduring the years ended October 31, 2015 and 2014was as follows (000):

OrdinaryIncome

Long TermCapital Gain Total

2015 $2,339 $767 $3,1062014 1,396 — 1,396

15



As of October 31, 2015, the components ofdistributable earnings on a tax basis were asfollows (000):

Undistributed Ordinary Income $2,098Capital Loss Carryforward 1,216Unrealized Appreciation 536

Total Distributable Earnings $3,850

Under the Regulated Investment CompanyModernization Act of 2010, the Fund is permitted tocarry forward capital losses incurred in taxable yearsbeginning after December 22, 2010 for an unlimitedperiod. Additionally, post-enactment capital losses thatare carried forward will retain their character as eithershort-term or long-term capital losses rather than beingconsidered all short-term as under previous law. TheFund has no capital loss carryforwards at October 31,2015.

The total cost of securities for Federal income taxpurposes and the aggregate gross unrealizedappreciation and depreciation on investments held bythe Fund at April 30, 2016, were as follows (000):

FederalTax Cost

AggregatedGross

UnrealizedAppreciation

AggregatedGross

UnrealizedDepreciation

NetUnrealized

Appreciation

$166,110 $14,928 $(12,895) $2,033

8. Other:

At April 30, 2016, 75% of total shares outstanding forthe Institutional Class Shares were held by two recordshareholders each owning 10% or greater of theaggregate total shares outstanding. At April 30, 2016,99% of total shares outstanding for the Investor ClassShares were held by two record shareholders owning10% or greater of the aggregate total sharesoutstanding. These shareholders were mostlycomprised of omnibus accounts that were held onbehalf of various individual shareholders.

In the normal course of business, the Fund enters intocontracts that provide general indemnifications. TheFund’s maximum exposure under these arrangementsis dependent on future claims that may be madeagainst the Fund and, therefore, cannot be estimated;however, based on experience, the risk of loss fromsuch claims is considered remote.

9. Subsequent Events:

The Fund has evaluated the need for additionaldisclosures and/or adjustments resulting fromsubsequent events through the date the financialstatements were issued. Based on this evaluation, noadditional disclosures or adjustments were required tothe financial statements.

16

Disclosure of Fund Expense (Unaudited)

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

Operating expenses such as these are deducted from the mutual fund’s gross income and directly reduce your finalinvestment return. These expenses are expressed as a percentage of the mutual fund’s average net assets; thispercentage 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 (indollars) of investing in your Fund and to compare these costs with those of other mutual funds. The examples arebased on an investment of $1,000 made at the beginning of the period and held for the entire period fromNovember 1, 2015 to April 30, 2016.

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

• Actual fund return. This section helps you to estimate the actual expenses after fee waivers that your Fundincurred over the period. The “Expenses Paid During Period” column shows the actual dollar expense cost incurredby a $1,000 investment in the Fund, and the “Ending Account Value” number is derived from deducting thatexpense 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 expensesyou paid over that period. Simply divide your account value by $1,000 to arrive at a ratio (for example, an $8,600account 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. Itassumes that the Fund had an annual 5% return before expenses during the period, but that the expense ratio(Column 3) is unchanged. This example is useful in making comparisons because the Securities and ExchangeCommission requires all mutual funds to make this 5% calculation. You can assess your Fund’s comparative cost bycomparing the hypothetical result for your Fund in the “Expense Paid During Period” column with those that appearin the same charts in the shareholder reports for other mutual funds.

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

BeginningAccount

Value11/01/15

EndingAccount

Value04/30/16

AnnualizedExpense

Ratios

ExpensesPaid

DuringPeriod*

LSV Small Cap Value Fund

Actual Fund ReturnInstitutional Class Shares $1,000.00 $1,008.70 0.85% $4.25Investor Class Shares 1,000.00 1,006.30 1.10 5.49

Hypothetical 5% ReturnInstitutional Class Shares $1,000.00 $1,020.64 0.85% $4.27Investor Class Shares 1,000.00 1,019.39 1.10 5.52

* Expenses are equal to the Fund’s annualized expense ratio multiplied by the average account value over the period, multipliedby 182/366 (to reflect the half year period).

17

Board Consideration in Re-Approving the Advisory Agreement (Unaudited)

Pursuant to Section 15 of the Investment Company Act of 1940 (the “1940 Act”), the Fund’s advisory agreement (the“Agreement”) must be renewed after its initial two-year term: (i) by the vote of the Board of Trustees (the “Board” orthe “Trustees”) of The Advisors’ Inner Circle Fund (the “Trust”) or by a vote of a majority of the shareholders of theFund; and (ii) by the vote of a majority of the Trustees who are not parties to the Agreement or “interested persons”of any party thereto, as defined in the 1940 Act (the “Independent Trustees”), cast in person at a meeting called forthe purpose of voting on such renewal.

A Board meeting was held on February 23, 2016 to decide whether to renew the Agreement for an additional one-year term. In preparation for the meeting, the Trustees requested that the Adviser furnish information necessary toevaluate the terms of the Agreement. Prior to the meeting, the Independent Trustees of the Fund met to review anddiscuss the information provided and submitted a request for additional information to the Adviser, and informationwas provided in response to this request. The Trustees used this information, as well as other information that theAdviser and other service providers of the Fund presented or submitted to the Board at the meeting and othermeetings held during the prior year, to help them decide whether to renew the Agreement for an additional year.

Specifically, the Board requested and received written materials from the Adviser and other service providers of theFund regarding: (i) the nature, extent and quality of the Adviser’s services; (ii) the Adviser’s investment managementpersonnel; (iii) the Adviser’s operations and financial condition; (iv) the Adviser’s brokerage practices (including anysoft dollar arrangements) and investment strategies; (v) the Fund’s advisory fee paid to the Adviser and overall feesand operating expenses compared with a peer group of mutual funds; (vi) the level of the Adviser’s profitability fromits relationship with the Fund, including both direct and indirect benefits accruing to the Adviser and its affiliates;(vii) the Adviser’s potential economies of scale; (viii) the Adviser’s compliance program, including a description ofmaterial compliance matters and material compliance violations; (ix) the Adviser’s policies on and complianceprocedures for personal securities transactions; and (x) the Fund’s performance compared with a peer group ofmutual funds and the Fund’s benchmark index.

Representatives from the Adviser, along with other Fund service providers, presented additional information andparticipated in question and answer sessions at the Board meeting to help the Trustees evaluate the Adviser’sservices, fee and other aspects of the Agreement. The Independent Trustees received advice from independentcounsel and met in executive sessions outside the presence of Fund management and the Adviser.

At the Board meeting, the Trustees, including all of the Independent Trustees, based on their evaluation of theinformation provided by the Adviser and other service providers of the Fund, renewed the Agreement. Inconsidering the renewal of the Agreement, the Board considered various factors that they determined were relevant,including: (i) the nature, extent and quality of the services provided by the Adviser; (ii) the investment performanceof the Fund and the Adviser; (iii) the costs of the services provided and profits realized by the Adviser from itsrelationship with the Fund, including both direct and indirect benefits accruing to the Adviser and its affiliates;(iv) the extent to which economies of scale are being realized by the Adviser; and (v) whether fee levels reflect sucheconomies of scale for the benefit of Fund investors, as discussed in further detail below.

Nature, Extent and Quality of Services Provided by the Adviser

In considering the nature, extent and quality of the services provided by the Adviser, the Board reviewed theportfolio management services provided by the Adviser to the Fund, including the quality and continuity of theAdviser’s portfolio management personnel, the resources of the Adviser, and the Adviser’s compliance history andcompliance program. The Trustees reviewed the terms of the Agreement. The Trustees also reviewed the Adviser’sinvestment and risk management approaches for the Fund. The most recent investment adviser registration form(“Form ADV”) for the Adviser was provided to the Board, as was the response of the Adviser to a detailed series ofquestions which included, among other things, information about the investment advisory services provided by theAdviser to the Fund.

The Trustees also considered other services provided to the Fund by the Adviser such as selecting broker-dealersfor executing portfolio transactions, monitoring adherence to the Fund’s investment restrictions, and monitoringcompliance with various Fund policies and procedures and with applicable securities laws and regulations. Basedon the factors above, as well as those discussed below, the Board concluded, within the context of its fulldeliberations, that the nature, extent and quality of the services provided to the Fund by the Adviser were sufficientto support renewal of the Agreement.

18

Board Consideration in Re-Approving the Advisory Agreement (Unaudited)

Investment Performance of the Fund and the Adviser

The Board was provided with regular reports regarding the Fund’s performance over various time periods, includingsince its inception, and information regarding the Fund’s performance since the Agreement was last renewed. TheTrustees also reviewed reports prepared by the Fund’s administrator comparing the Fund’s performance to itsbenchmark index and a peer group of mutual funds as classified by Lipper, an independent provider of investmentcompany data, over various periods of time. Representatives from the Adviser provided information regarding andled discussions of factors impacting the performance of the Fund, outlining current market conditions and explainingtheir expectations and strategies for the future. The Trustees determined that the Fund’s performance wassatisfactory, or, where the Fund’s performance was materially below its benchmark and/or peer group, the Trusteeswere satisfied by the reasons for the underperformance and/or the steps taken by the Adviser in an effort to improvethe performance of the Fund. Based on this information, the Board concluded, within the context of its fulldeliberations, that the investment results that the Adviser had been able to achieve for the Fund were sufficient tosupport renewal of the Agreement.

Costs of Advisory Services, Profitability and Economies of Scale

In considering the advisory fee payable by the Fund to the Adviser, the Trustees reviewed, among other things, areport of the advisory fee paid to the Adviser. The Trustees also reviewed reports prepared by the Fund’sadministrator comparing the Fund’s net and gross expense ratios and advisory fees to those paid by a peer groupof mutual funds as classified by Lipper. The Trustees reviewed the management fees charged by the Adviser toother clients with comparable mandates. The Trustees considered any differences in management fees and tookinto account the respective demands, resources and complexity associated with the Fund and other client accountsas well as the extensive regulatory, compliance and tax regimes to which the Fund is subject. The Board concluded,within the context of its full deliberations, that the advisory fee was reasonable in light of the nature and quality of theservices rendered by the Adviser.

The Trustees reviewed the costs of services provided by and the profits realized by the Adviser from its relationshipwith the Fund, including both direct benefits and indirect benefits, such as research and brokerage servicesreceived under soft dollar arrangements, accruing to the Adviser and its affiliates. The Trustees considered how theAdviser’s profitability was affected by factors such as its organizational structure and method for allocatingexpenses. The Trustees concluded that the profit margins of the Adviser with respect to the management of theFund were not unreasonable. The Board also considered the Adviser’s commitment to managing the Fund and itswillingness to continue its expense limitation and fee waiver arrangements with the Fund.

The Trustees considered the Adviser’s views relating to economies of scale in connection with the Fund as Fundassets grow and the extent to which the benefits of any such economies of scale are shared with the Fund and Fundshareholders. The Board considered the existence of any economies of scale and whether those were passed alongto the Fund’s shareholders through a graduated advisory fee schedule or other means, including fee waivers. TheTrustees recognized that economies of scale are difficult to identify and quantify and are rarely identifiable on afund-by-fund basis. Based on this evaluation, the Board concluded that the advisory fee was reasonable in light ofthe information that was provided to the Trustees by the Adviser with respect to economies of scale.

Renewal of the Agreement

Based on the Board’s deliberations and its evaluation of the information described above and other factors andinformation it believed relevant in the exercise of its reasonable business judgment, the Board, including all of theIndependent Trustees, with the assistance of Fund counsel and Independent Trustees’ counsel, unanimouslyconcluded that the terms of the Agreement, including the fees payable thereunder, were fair and reasonable andagreed to renew the Agreement for another year. In its deliberations, the Board did not identify any particular factor(or conclusion with respect thereto) or single piece of information that was all-important, controlling or determinativeof its decision, but considered all of the factors together, and each Trustee may have attributed different weights tothe various factors (and conclusions with respect thereto) and information.

19

Trust:The Advisors’ Inner Circle Fund

Fund:LSV Small Cap Value Fund

Adviser:LSV Asset Management

Distributor:SEI Investments Distribution Co.

Administrator:SEI Investments Global Fund Services

Legal Counsel:Morgan, Lewis & Bockius LLP

Independent Registered Public Accounting Firm:Ernst & Young LLP

The Fund files its complete schedule of Portfolio holdings with the Securities and Exchange Commission “SEC” for thefirst and third quarters of each fiscal year on Form N-Q within sixty days after the end of the period. The Fund’sForms N-Q are available on the Commission’s website at http://www.sec.gov, and may be reviewed and copied at theCommission’s Public Reference Room in Washington, DC. Information on the operation of the Public Reference Roommay be obtained by calling 1-800-SEC-0330.

A description of the policies and procedures that The Advisors’ Inner Circle Fund uses to determine how to voteproxies if any relating to portfolio securities, as well as information relating to how a Fund voted proxies relating toportfolio securities during the most recent 12-month period ended June 30, is available without charge i upon request,by calling 888-Fund-LSV and ii on the Commission’s website at http://www.sec.gov.

LSV-SA-006-0400

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