N-CSR 1 d241419dncsr.htm AIC III RWC GLOBAL EMERGING EQUITY AIC III RWC Global Emerging Equity

 

 

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 811-22920

 

 

The Advisors’ Inner Circle Fund III

(Exact name of registrant as specified in charter)

 

 

SEI Investments

One Freedom Valley Drive

Oaks, PA 19456

(Address of principal executive offices) (Zip code)

 

 

SEI Investments

One Freedom Valley Drive

Oaks, PA 19456

(Name and address of agent for service)

 

 

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

Date of fiscal year end: September 30, 2021

Date of reporting period: September 30, 2021

 

 

 


Item 1.

Reports to Stockholders.

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


THE ADVISORS’ INNER CIRCLE FUND III

 

LOGO

RWC GLOBAL EMERGING EQUITY FUND

 

ANNUAL REPORT

   SEPTEMBER 30, 2021  

 

Investment Adviser:

RWC Asset Advisors (US) LLC

 

 

 


THE ADVISORS’ INNER CIRCLE FUND III  

RWC GLOBAL EMERGING

EQUITY FUND

SEPTEMBER 30, 2021

 

 

TABLE OF CONTENTS

 

 

 

Shareholder Letter

     1  

Schedule of Investments

     4  

Statement of Assets and Liabilities

     9  

Statement of Operations

     10  

Statement of Changes in Net Assets

     11  

Financial Highlights

     12  

Notes to Financial Statements

     14  

Report of Independent Registered Public Accounting Firm

     27  

Trustees and Officers of The Advisors’ Inner Circle Fund III

     28  

Disclosure of Fund Expenses

     36  

Approval of Investment Advisory Agreement

     38  

Notice to Shareholders

     41  

The Fund files its complete schedule of investments with the Securities and Exchange Commission (the “Commission”) for the first and third quarters of each fiscal year on Form N-Q or as an exhibit to its reports on Form N-PORT within sixty days after period end. The Fund’s Form N-Q and Form N-PORT reports are available on the Commission’s website at https://www.sec.gov, and may be reviewed and copied at the Commission’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 a 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 1-855-RWC-FUND; and (ii) on the Commission’s website at https://www.sec.gov.


THE ADVISORS’ INNER CIRCLE FUND III  

RWC GLOBAL EMERGING

EQUITY FUND

SEPTEMBER 30, 2021

 

 

 LETTER TO SHAREHOLDERS (Unaudited)

Dear Shareholders:

Emerging markets rose significantly during the year despite significant headwinds such as the effects of Covid-19, slowing global growth, and the impact of China’s regulatory tightening. The RWC Global Emerging Equity Fund was up +29.52%, outperforming the MSCI Emerging Markets Index by +11.32%. Global macroeconomic data remains generally robust despite supply chain bottlenecks disrupting production globally. Valuations are attractive relative to developed markets, fiscal stimulus remains supportive and current accounts are improving.

In China, electricity shortages, concerns of Chinese property developer Evergrande defaulting and ongoing regulatory challenges kept equity markets under pressure during the latter half of the period. However, export growth accelerated 25.6% y-o-y, despite the spread of the delta variant as global demand remained resilient. India was up +53.1% as PMIs moved into expansionary territory, driven by government capex and exports. Taiwan and South Korea rose +43.3% and +27.8%, respectively, as export growth was strong on the back of healthy demand for technology hardware. In Latin America, Brazil rose +21.0% as PMIs recovered to expansionary territory while a recovery in commodity prices should further support the economy. In EMEA, Russia and Saudi Arabia were up on rising energy prices. Brent Crude oil rose above USD80/bbl in September owing to a well-managed supply side and global demand recovering faster than expected.

China was a significant contributor to the fund’s performance. The New Auto Technology thematic performed well as Nio and Huayou Cobalt rose +118.4% and +119.1%, respectively, as electric vehicle orders increased substantially. The fund’s copper mining exposure performed well with copper prices rising to over $4.0 per lb as the metal’s role in global de-carbonisation continues to drive demand. First Quantum Minerals and Ivanhoe Mines were up +108.6% and +74.7%, respectively. Russia was also a positive contributor to the fund’s performance. Yandex and Sberbank rose +22.4% and +81.4%, respectively. The former was up due to a significant strengthening of its ecosystem while the latter rose on strong mortgage demand in Russia with cost of capital continuing to decline. The fund’s energy exposure also contributed to performance. The uranium miner, Kazatomprom, was up +155.3% during the period as the uranium price rose sharply. The demand outlook for uranium has improved, largely focused on the role that nuclear energy could play in the push for clean energy. In Mexico, Cemex rose +79.2% on the back of increased construction demand driven by the global economic recovery.

In China, there were also a few single stock detractors to the fund’s performance due to increased regulatory risk. Overall, however, the fund’s China exposure significantly outperformed the underlying benchmark. The Chinese economy remains strong and the country continues to make significant technological advances and will benefit from a recovery in consumption. In Macau, Galaxy Entertainment declined -23.8% during the period due to new regulations in Macau Gaming.

 

1


THE ADVISORS’ INNER CIRCLE FUND III  

RWC GLOBAL EMERGING

EQUITY FUND

SEPTEMBER 30, 2021

 

 

Risks to the portfolio include a rally in the US dollar on tapering concerns and further deteriorating relations between China and the West.

The outlook for emerging markets is positive. Emerging markets are rapidly increasing the rate of Covid-19 vaccinations and stimulus measures are supporting a global economic recovery. The widespread commitments by most developed and some developing countries to net zero emissions suggests a very substantial change in global energy use. Producers of “green wave” materials, like copper and lithium will be substantial beneficiaries of this trend. The recovery of global travel will also be a boost to those emerging economies where tourism is a large proportion of GDP, for example Greece.

2021 has clearly been a policy-heavy year in China; however, China will continue its structural shift towards a consumption-led economy. The areas which the government enthusiastically pushes, such as technology and carbon neutrality, will continue to benefit from policy tailwinds and financial support. South Korea and Taiwan should see a continued economic rebound led by export growth on the back of robust demand for technology hardware and dispersion of supply chain bottlenecks. In India, strong export demand and government capex will remain the key drivers of growth. In EMEA, Russia and South Africa are supported by strong materials prices. In Latin America, Brazil will benefit from increased vaccine distribution, rising mobility and the reopening of the country.

Definition of the Comparative Index

MSCI Emerging Markets Index is a free float-adjusted market capitalization index that is designed to measure equity market performance of emerging markets.

The material represents the Adviser’s assessment of the portfolio and market environment at a specific point in time and should not be relied upon by the reader as research or investment advice regarding any stock.

Past performance is not a guarantee of future results. Investing involves risk, including possible loss of principal. International investments may involve risk of capital loss from unfavourable fluctuation in currency values, from differences in generally accepted accounting principles or from economic or political instability in other nations. Emerging markets involve heightened risks related to the same factors as well as increased volatility and lower trading volume.

 

2


THE ADVISORS’ INNER CIRCLE FUND III  

RWC GLOBAL EMERGING

EQUITY FUND

SEPTEMBER 30, 2021

 

 

Comparison of Change in the Value of a $10,000,000 Investment in the RWC Global Emerging Equity Fund, Institutional Class Shares versus the MSCI Emerging Markets Index.

 

  AVERAGE ANNUAL TOTAL RETURN FOR THE PERIODS ENDED SEPTEMBER 30, 2021*  
  One Year   Three Year   Annualized Inception to
Date**
 

Institutional Class shares

  29.52%   11.62%   11.08%  

Class I shares

  29.41%   11.54%   5.84%  

MSCI Emerging Markets Index 

  18.20%   8.58%   10.73%  

 

 

LOGO

* The RWC Global Emerging Equity Fund commenced operations on December 30, 2016.

† The graph is based on Institutional Class Shares only. Returns for Class I Shares are substantially similar to those of the Institutional Class Shares and differ only to the extent that Class I Shares have higher total annual fund operating expenses than Institutional Class Shares.

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. 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.

High short-term performance from a limited number of the Fund’s holdings is unusual, and investors should not expect such performance to be continued over the long term.

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 the comparative index on page 2.

 

3


THE ADVISORS’ INNER CIRCLE FUND III  

RWC GLOBAL EMERGING

EQUITY FUND

SEPTEMBER 30, 2021

 

 

 

 SECTOR WEIGHTINGS (Unaudited)†:

 

 

LOGO

† Percentages based on total investments.

 

  SCHEDULE OF INVESTMENTS     
  COMMON STOCK — 95.8%     
    Shares      Value  

Brazil 2.5%

    

Diagnosticos da America

    159,600       $ 1,244,253  

Hapvida Participacoes e Investimentos

    1,084,700        2,705,330  

Notre Dame Intermedica Participacoes

    30,200        412,244  

Rumo *

    1,069,533        3,303,463  
    

 

 

 
               7,665,290  
    

 

 

 

Burkina Faso 0.6%

    

Endeavour Mining

    82,062        1,890,315  
    

 

 

 

Chile 2.4%

    

Sociedad Quimica y Minera de Chile ADR

    135,882        7,299,581  
    

 

 

 

China 22.2%

    

Baidu ADR *

    22,229        3,417,709  

Bilibili ADR *

    36,553        2,418,712  

Bilibili, Cl Z *

    37,800        2,542,451  

China Southern Airlines

    4,762,000        2,685,201  

Ginlong Technologies, Cl A

    84,870        3,146,659  

Huazhu Group ADR *

    118,596        5,438,813  

LONGi Green Energy Technology, Cl A *

    874,500        11,082,781  

Luxshare Precision Industry, Cl A

    680,200        3,720,567  

Meituan, Cl B *

    269,700        8,594,786  

QuakeSafe Technologies, Cl A

    75,300        1,270,119  

Raytron Technology, Cl A

    210,053        2,852,592  

 

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

 

4


THE ADVISORS’ INNER CIRCLE FUND III  

RWC GLOBAL EMERGING

EQUITY FUND

SEPTEMBER 30, 2021

 

 

  COMMON STOCK — continued     
    Shares      Value  

China — (continued)

    

Sangfor Technologies, Cl A

    147,356         $        5,325,212  

Shenzhen Kangtai Biological Products, Cl A

    189,500        3,224,920  

Songcheng Performance Development, Cl A

    1,345,578        2,915,556  

Wingtech Technology, Cl A

    262,200        3,759,669  

Yuan Longping High-tech Agriculture, Cl A

    1,558,200        5,162,638  
    

 

 

 
               67,558,385  
    

 

 

 

Congo, Democratic Republic 1.2%

    

Ivanhoe Mines, Cl A *

    593,578        3,795,226  
    

 

 

 

Ghana 0.8%

    

Tullow Oil *

    3,713,044        2,549,099  
    

 

 

 

Greece 0.5%

    

Eurobank Ergasias Services and Holdings *

    1,771,982        1,657,587  
    

 

 

 

Hong Kong 9.3%

    

Galaxy Entertainment Group *

    296,900        1,519,292  

Geely Automobile Holdings

    1,875,000        5,381,166  

Huazhu Group *

    158,100        731,993  

Ping An Insurance Group of China

    709,500        4,833,825  

Tencent Holdings

    261,595        15,756,864  
    

 

 

 
       28,223,140  
    

 

 

 

India 14.4%

    

DLF

    229,209        1,281,893  

Hindustan Unilever

    75,784        2,754,927  

Housing Development Finance

    194,471        7,176,823  

ICICI Lombard General Insurance

    149,604        3,196,473  

Indian Hotels

    137,935        335,868  

InterGlobe Aviation *

    172,583        4,695,698  

Reliance Industries

    349,683        11,840,025  

SBI Cards & Payment Services *

    387,377        5,358,286  

Tata Consultancy Services

    140,297        7,118,806  
    

 

 

 
               43,758,799  
    

 

 

 

Kazakhstan 0.3%

    

NAC Kazatomprom JSC GDR

    23,543        847,786  

NAC Kazatomprom JSC GDR (LSE)

    1,106        40,738  
    

 

 

 
       888,524  
    

 

 

 

 

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

 

5


THE ADVISORS’ INNER CIRCLE FUND III  

RWC GLOBAL EMERGING

EQUITY FUND

SEPTEMBER 30, 2021

 

 

  COMMON STOCK — continued

 

    Shares      Value  

Mexico 2.0%

    

Cemex ADR

    864,483         $        6,198,343  
    

 

 

 

Peru 0.8%

    

Hochschild Mining

    342,810        613,613  

Pan American Silver

    82,349        1,916,261  
    

 

 

 
               2,529,874  
    

 

 

 

Philippines 0.7%

    

Monde Nissin *

    5,980,300        2,198,036  
    

 

 

 

Russia 6.0%

    

Fix Price Group GDR

    196,316        1,771,271  

Rosneft Oil PJSC

    634,153        5,367,016  

Sberbank of Russia PJSC ADR

    352,853        6,617,601  

Yandex, Cl A *

    57,621        4,591,817  
    

 

 

 
       18,347,705  
    

 

 

 

Saudi Arabia 1.4%

    

Saudi National Bank

    268,768        4,397,202  
    

 

 

 

South Africa 3.7%

    

FirstRand

    766,903        3,285,064  

Gold Fields ADR

    413,899        3,360,860  

Sibanye Stillwater

    1,495,695        4,609,720  
    

 

 

 
       11,255,644  
    

 

 

 

South Korea 11.4%

    

Delivery Hero *

    46,298        5,915,121  

Doosan Fuel Cell *

    43,486        1,879,098  

KakaoBank *

    32,101        1,811,639  

Kia

    57,351        3,873,877  

NAVER

    14,504        4,721,259  

Samsung Biologics *

    5,837        4,289,795  

Samsung Electro-Mechanics

    26,274        3,892,186  

SK Telecom

    30,272        8,238,919  
    

 

 

 
       34,621,894  
    

 

 

 

Taiwan 8.1%

    

MediaTek

    233,660        7,582,245  

Taiwan Semiconductor Manufacturing

    825,304        17,033,681  
    

 

 

 
       24,615,926  
    

 

 

 

Turkey 1.6%

    

Turkiye Garanti Bankasi

    4,673,610        4,853,492  
    

 

 

 

 

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

 

6


THE ADVISORS’ INNER CIRCLE FUND III  

RWC GLOBAL EMERGING

EQUITY FUND

SEPTEMBER 30, 2021

 

 

  COMMON STOCK — continued

 

    Shares      Value  

Vietnam 2.0%

    

Hoa Phat Group JSC

    1,852,730       $ 4,334,415  

Vincom Retail JSC *

    1,393,093        1,772,821  
    

 

 

 
       6,107,236  

Zambia 3.9%

    

First Quantum Minerals

    635,354        11,760,707  
    

 

 

 

TOTAL COMMON STOCK
(Cost $260,030,996)

             292,172,005  
    

 

 

 
  PREFERRED STOCK — 3.4%

 

Brazil 2.1%

    

Banco Bradesco (A)

    1,703,570        6,503,011  
    

 

 

 

Chile 1.3%

    

Sociedad Quimica y Minera de Chile (A)

    74,631        4,020,995  
    

 

 

 

TOTAL PREFERRED STOCK
(Cost $10,636,152)

       10,524,006  
    

 

 

 

TOTAL INVESTMENTS— 99.2%
(Cost $270,667,148)

     $ 302,696,011  
    

 

 

 

Percentages are based on Net Assets of 305,058,963.

 

*

Non-income producing security.

(A)

There is currently no rate available.

 

ADR    American Depositary Receipt
Cl    Class
GDR    Global Depositary Receipt
JSC    Joint Stock Company
LSE    London Stock Exchange
PJSC    Public Joint Stock Company

 

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

 

7


THE ADVISORS’ INNER CIRCLE FUND III  

RWC GLOBAL EMERGING

EQUITY FUND

SEPTEMBER 30, 2021

 

 

The following table summarizes the inputs used as of September 30, 2021, in valuing the Fund’s investments carried at value:

 

Investments in Securities   Level 1     Level 2     Level 3     Total  

Common Stock

       

Brazil

    $ 7,665,290     $     $               —     $ 7,665,290  

Burkina Faso

          1,890,315             1,890,315  

Chile

    7,299,581                   7,299,581  

China

    12,545,352       55,013,033             67,558,385  

Congo, Democratic Republic

    3,795,226                   3,795,226  

Ghana

          2,549,099             2,549,099  

Greece

          1,657,587             1,657,587  

Hong Kong

          28,223,140             28,223,140  

India

          43,758,799             43,758,799  

Kazakhstan

    40,738       847,786             888,524  

Mexico

    6,198,343                   6,198,343  

Peru

    1,916,261       613,613             2,529,874  

Philippines

          2,198,036             2,198,036  

Russia

    10,207,983       8,139,722             18,347,705  

Saudi Arabia

          4,397,202             4,397,202  

South Africa

    3,360,860       7,894,784             11,255,644  

South Korea

          34,621,894             34,621,894  

Taiwan

          24,615,926             24,615,926  

Turkey

          4,853,492             4,853,492  

Vietnam

          6,107,236             6,107,236  

Zambia

    $ 11,760,707     $     $     $ 11,760,707  
 

 

 

 

Total Common Stock

    64,790,341       227,381,664             292,172,005  
 

 

 

 

Preferred Stock

       

Brazil

    6,503,011                   6,503,011  

Chile

    4,020,995                   4,020,995  
 

 

 

 

Total Preferred Stock

    10,524,006                   10,524,006  
 

 

 

 

Total Investments in Securities

    $   75,314,347     $   227,381,664     $     $   302,696,011  
 

 

 

 

For the year ended September 30, 2021, there were no transfers in or out of Level 3.

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.

 

8


THE ADVISORS’ INNER CIRCLE FUND III  

RWC GLOBAL EMERGING

EQUITY FUND

SEPTEMBER 30, 2021

 

 

 STATEMENT OF ASSETS AND LIABILITIES

 

Assets:

  

Investments, at Value (Cost $270,667,148)

   $ 302,696,011  

Cash

     1,572,788  

Foreign Currency, at Value (Cost $759,526)

     759,003  

Receivable for Investment Securities Sold

     3,397,120  

Receivable for Capital Shares Sold

     552,123  

Dividend and Interest Receivable

     193,792  

Reclaim Receivable

     44,722  

Other Prepaid Expenses

     18,942  
  

 

 

 

Total Assets

     309,234,501  
  

 

 

 

Liabilities:

  

Payable for Investment Securities Purchased

     2,621,019  

Accrued Foreign Capital Gains Tax on Appreciated Securities

     1,196,239  

Payable to Investment Adviser

     200,942  

Payable to Administrator

     29,912  

Shareholder Servicing Fees Payable

     10,881  

Chief Compliance Officer Fees Payable

     1,886  

Unrealized Depreciation on Foreign Spot Currency Contracts

     194  

Payable to Trustees

     67  

Other Accrued Expenses and Other Payables

     114,398  
  

 

 

 

Total Liabilities

     4,175,538  
  

 

 

 

Net Assets

   $ 305,058,963  
  

 

 

 

Net Assets Consist of:

  

Paid-in Capital

   $ 250,536,652  

Total Distributable Earnings

     54,522,311  

Net Assets

   $  305,058,963  
  

 

 

 

Institutional Class Shares:

  

Net Assets

   $ 61,658,079  

Outstanding Shares of beneficial interest (unlimited authorization — no par value)

     3,829,601  

Net Asset Value, Offering and Redemption Price Per Share

   $ 16.10  
  

 

 

 

Class I Shares:

  

Net Assets

     243,400,884  

Outstanding Shares of beneficial interest (unlimited authorization — no par value)

     15,147,275  

Net Asset Value, Offering and Redemption Price Per Share

   $ 16.07  
  

 

 

 

 

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

 

9


THE ADVISORS’ INNER CIRCLE FUND III  

RWC GLOBAL EMERGING

EQUITY FUND

FOR THE YEAR ENDED

SEPTEMBER 30, 2021

 

 

 STATEMENT OF OPERATIONS

 

Investment Income:

  

Dividends

   $ 4,421,675  

Interest

     4,026  

Less: Foreign Taxes Withheld

     (473,970
  

 

 

 

Total Investment Income

     3,951,731  
  

 

 

 

Expenses:

  

Investment Advisory Fees (Note 5)

     2,411,618  

Administration Fees (Note 4)

     316,442  

Shareholder Serving Fees, Class I Shares (Note 4)

     196,563  

Trustees’ Fees

     18,443  

Chief Compliance Officer Fees (Note 3)

     7,362  

Custodian Fees (Note 4)

     195,755  

Transfer Agent Fees (Note 4)

     85,082  

Professional Fees

     59,605  

Registration and Filing Fees

     38,175  

Printing Fees

     22,000  

Other Expenses

     53,324  
  

 

 

 

Total Expenses

     3,404,369  
  

 

 

 

Less:

  

Waiver of Investment Advisory Fees (Note 5)

     (24,905

Net Recovery of Investment Advisory Fees Previously Waived (Note 5)

     168,667  
  

 

 

 

Net Expenses

     3,548,131  
  

 

 

 

Net Investment Income

     403,600  
  

 

 

 

Net Realized Gain (Loss) on:

  

Investments

     53,463,322  

Foreign Currency Transactions

     (232,895
  

 

 

 

Net Realized Gain

     53,230,427  
  

 

 

 

Net Change in Unrealized Appreciation (Depreciation) on:

  

Investments

     (591,022

Foreign Capital Gains Tax on Appreciated Securities

     (933,862

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

     2,406  
  

 

 

 

Net Change in Unrealized Appreciation (Depreciation)

     (1,522,478
  

 

 

 

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

     51,707,949  
  

 

 

 

Net Increase in Net Assets Resulting from Operations

   $          52,111,549  
  

 

 

 

 

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

 

10


THE ADVISORS’ INNER CIRCLE FUND III  

RWC GLOBAL EMERGING

EQUITY FUND

 

 

 STATEMENT OF CHANGES IN NET ASSETS

 

     Year
Ended
September 30,
2021
    Year
Ended
September 30,
2020
 

Operations:

    

Net Investment Income (Loss)

   $ 403,600     $ (646,423

Net Realized Gain (Loss) on Investments and Foreign Currency Transactions

     53,230,427       (8,642,605

Net Change in Unrealized Appreciation (Depreciation) on Investments, Foreign Capital Gains Tax on Appreciated Securities, Foreign Currency Transactions and Translation of Other Assets and Liabilities Denominated in Foreign Currencies

     (1,522,478     27,261,810  
  

 

 

   

 

 

 

Net Increase in Net Assets Resulting From Operations

     52,111,549       17,972,782  
  

 

 

   

 

 

 

Distributions:

    

Institutional Class Shares

     (114,177     (208,130

Class I Shares

     (368,857     (515,962
  

 

 

   

 

 

 

Total Distributions

     (483,034     (724,092
  

 

 

   

 

 

 

Capital Share Transactions:(1)

    

Institutional Class Shares

    

Issued

     18,546,328       3,977,045  

Reinvestment of Distributions

     114,177       208,130  

Redeemed

     (5,358,429     (7,427,823
  

 

 

   

 

 

 

Net Institutional Class Shares Transactions

     13,302,076       (3,242,648
  

 

 

   

 

 

 

Class I Shares

    

Issued

     143,480,104       109,607,577  

Reinvestment of Distributions

     355,177       494,915  

Redeemed

     (92,830,142     (77,659,412
  

 

 

   

 

 

 

Net Class I Shares Transactions

     51,005,139       32,443,080  
  

 

 

   

 

 

 

Net Increase in Net Assets From Capital Share Transactions

     64,307,215       29,200,432  
  

 

 

   

 

 

 

Total Increase in Net Assets

     115,935,730       46,449,122  
  

 

 

   

 

 

 

Net Assets:

    

Beginning of Year

     189,123,233       142,674,111  
  

 

 

   

 

 

 

End of Year

   $   305,058,963     $   189,123,233  
  

 

 

   

 

 

 

 

(1)

For share transactions, see Note 7 in the Notes to Financial Statements.

 

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

 

11


THE ADVISORS’ INNER CIRCLE FUND III  

RWC GLOBAL EMERGING

EQUITY FUND

 

 

 FINANCIAL HIGHLIGHTS

Selected Per Share Data & Ratios

For a Share Outstanding Throughout the Year/Period

 

    Institutional Class Shares
    Year
Ended
September 30,
2021
  Year
Ended
September 30,
2020
  Year
Ended
September 30,
2019
  Year
Ended
September 30,
2018
  Period
Ended
September 30,
2017(1)

Net Asset Value, Beginning of Year/Period

    $         12.46         $             11.25         $ 11.67         $ 13.13         $ 10.00    
 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income (Loss) from Investment Operations:

         

Net Investment Income (Loss)*

    0.04       (0.03     0.07       0.02       0.04  

Net Realized and Unrealized Gain (Loss)

    3.64       1.30       (0.48     (1.28     3.09  
 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total from Investment Operations

    3.68       1.27       (0.41     (1.26     3.13  
 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Dividends and Distributions:

         

Net Investment Income

    (0.04     (0.06     (0.01         (0.05)             —  

Capital Gains

          —             —             —             (0.15)             —  
 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Dividends and Distributions

    (0.04     (0.06     (0.01         (0.20)             —  
 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Asset Value, End of Year/ Period

    $ 16.10       $ 12.46       $ 11.25       $ 11.67       $ 13.13  
 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Return†

    29.52     11.29     (3.46 )%      (9.77 )%      31.30
 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Ratios and Supplemental Data

         

Net Assets, End of Year/Period (Thousands)

    $ 61,658       $ 38,174       $         37,682       $     43,464       $         30,621  

Ratio of Expenses to Average Net Assets (Including Waivers and Reimbursements)

    1.25 %(3)       1.25     1.25             1.25     1.23%††(2)  

Ratio of Expenses to Average Net Assets (Excluding Waivers and Reimbursements)

    1.20     1.26     1.29             1.33       2.95%††  

Ratio of Net Investment Income (Loss) to Average Net Assets

    0.24     (0.30 )%      0.58             0.17     0.42%††  

Portfolio Turnover Rate

    122     139     106             91             47%‡  

 

*

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 deductions of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares.

††

Annualized

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

(1)

The Fund commenced operations on December 30, 2016.

(2)

Ratio reflects the impact of the initial low level of net assets associated with commencement of operations. Under normal asset levels, the ratio would have been 1.25%.

(3)

Ratio includes previously waived advisory fees recaptured. The net expense ratio would have been lower absent the impact of the recaptured fees.

 

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

 

12


THE ADVISORS’ INNER CIRCLE FUND III  

RWC GLOBAL EMERGING

EQUITY FUND

 

 

 FINANCIAL HIGHLIGHTS

Selected Per Share Data & Ratios

For a Share Outstanding Throughout the Year/Period

 

    Class I Shares^
    Year
Ended
September 30,
2021
  Year
Ended
September 30,
2020
  Year
Ended
September 30,
2019
  Year
Ended
September 30,
2018
  Period
Ended
September 30,
2017(1)

Net Asset Value, Beginning of Year/Period

    $ 12.44         $ 11.23         $ 11.65         $ 13.13         $ 13.03    
 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income (Loss) from Investment Operations:

         

Net Investment Income (Loss)*

    0.02       (0.05     0.06       0.01       (0.01

Net Realized and Unrealized Gain (Loss)

    3.64       1.31       (0.47     (1.29     0.11  
 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total from Investment Operations

    3.66       1.26       (0.41     (1.28     0.10  
 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Dividends and Distributions:

         

Net Investment Income

    (0.03     (0.05     (0.01     (0.05           —  

Capital Gains

          —             —             —         (0.15           —  
 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Dividends and Distributions

    (0.03     (0.05     (0.01     (0.20           —  
 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Asset Value, End of Year/ Period

    $ 16.07       $ 12.44       $ 11.23       $ 11.65       $ 13.13  
 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Return†

    29.41     11.24     (3.54 )%      (9.96 )%      0.77
 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Ratios and Supplemental Data

         

Net Assets, End of Year/Period (Thousands)

    $     243,401       $     150,949       $     104,992       $     101,839       $     59,552  

Ratio of Expenses to Average Net Assets (Including Waivers and Reimbursements)

    1.34%(3)       1.34     1.34     1.33     1.37%††(2)  

Ratio of Expenses to Average Net Assets (Excluding Waivers and Reimbursements)

    1.29     1.36     1.38     1.41     1.88%††  

Ratio of Net Investment Income (Loss) to Average Net Assets

    0.13     (0.40 )%      0.57     0.05     (0.64)%††  

Portfolio Turnover Rate

    122     139     106     91             47%‡  

 

*

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 deductions of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares.

††

Annualized

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

^

Class I Shares commenced operations on September 8, 2017.

(1)

The Fund commenced operations on December 30, 2016.

(2)

Ratio reflects the impact of the initial low level of net assets associated with commencement of operations. Under normal asset levels, the ratio would have been 1.40%.

(3)

Ratio includes previously waived advisory fees recaptured. The net expense ratio would have been lower absent the impact of the recaptured fees.

 

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

 

13


THE ADVISORS’ INNER CIRCLE FUND III  

RWC GLOBAL EMERGING

EQUITY FUND

SEPTEMBER 30, 2021

 

 

 NOTES TO FINANCIAL STATEMENTS

1.    Organization:

The Advisors’ Inner Circle Fund III (the “Trust”) is organized as a Delaware statutory trust under a Declaration of Trust dated December 4, 2013. The Trust is registered under the Investment Company Act of 1940, as amended, as an open-end management investment company with 47 funds. The financial statements herein are those of the RWC Global Emerging Equity Fund (the “Fund”). The investment objective of the Fund is to seek long-term capital appreciation. The Fund is classified as a diversified investment company. RWC Asset Advisors (US) LLC serves as the Fund’s investment adviser (the “Adviser”). The Fund currently offers Class N Shares, Class I Shares and Institutional Class Shares. The Fund commenced operations on December 30, 2016. As of September 30, 2021, only Class I and the Institutional Class have outstanding shares. The financial statements of the remaining funds of the Trust are presented separately. The assets of each fund are segregated, and a shareholder’s interest is limited to the fund in which shares are held.

2.    Significant Accounting Policies:

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

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

Security Valuation — Securities listed on a securities exchange, market or automated quotation system for which quotations are readily available (except for securities traded on NASDAQ), including securities traded over the counter, are valued at the last quoted sale price on an exchange or market (foreign or domestic) on which they are traded 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. The prices for foreign securities are reported in local currency and converted to U.S. dollars using currency exchange rates. Prices for most securities held in the Fund are provided daily by recognized independent pricing agents. If a security price cannot be obtained from an independent, third-party pricing agent, the Fund seeks to obtain a bid price from at least one independent broker.

 

14


THE ADVISORS’ INNER CIRCLE FUND III  

RWC GLOBAL EMERGING

EQUITY FUND

SEPTEMBER 30, 2021

 

 

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

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 its 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 its net asset value, it may request that a Committee meeting be called.

The Fund uses MarkIt Fair Value (“MarkIt”) as a third party fair valuation vendor. MarkIt 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 MarkIt 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 a “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 “confidence interval” based upon the fair values provided by MarkIt. 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 MarkIt are not reliable, the Adviser contacts SEI Investments Global Fund Services (the “Administrator”) and may request that a meeting of the Committee be held.

If a local market in which the Fund own 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 MarkIt using the predetermined confidence interval discussed above.

 

15


THE ADVISORS’ INNER CIRCLE FUND III  

RWC GLOBAL EMERGING

EQUITY FUND

SEPTEMBER 30, 2021

 

 

In accordance with 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 markets, adjusted quoted prices on foreign equity securities that were adjusted in accordance with pricing procedures approved by the Board, etc.); and

 

   

Level 3 — Prices, inputs 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. For the year ended September 30, 2021, there have been no significant changes to the Fund’s fair valuation methodology.

Federal Income Taxes — It is the Fund’s intention 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 period. However, management’s conclusions regarding tax positions taken may be subject to review and adjustment at a later date based on factors including, but not limited to, examination by tax authorities (i.e., from commencement of operations, as applicable), on-going analysis of and changes to tax laws, regulations and interpretations thereof.

As of and during the year ended September 30, 2021, 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, the Fund did not incur any significant interest or penalties.

 

16


THE ADVISORS’ INNER CIRCLE FUND III  

RWC GLOBAL EMERGING

EQUITY FUND

SEPTEMBER 30, 2021

 

 

Foreign Taxes — 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. The Fund has accrued foreign capital gain tax in the amount of $1,196,239 presented on the Statement of Assets and Liabilities.

Security Transactions and Investment Income — Security transactions are accounted for on trade date. Costs used in determining realized gains and losses on the sale of investment securities are based on the specific identification method. Dividend income and expense are 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 and unrealized gains and losses on investments on the Statement of Operations. Net realized and unrealized gains and losses on foreign currency transactions represent net foreign exchange gains or losses from foreign currency exchange contracts, disposition of foreign currencies, currency gains or losses realized between trade and settlement dates on securities transactions and the difference between the amount of the investment income and foreign withholding taxes recorded on the Fund’s books and the U.S. dollar equivalent of the amounts actually received or paid.

Cash — Idle cash may be swept into various time deposit accounts and is classified as cash 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 — Most expenses of the Trust can be directly attributed to a particular 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.

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.

Equity-Linked Warrants — The Fund may invest in equity-linked and index-linked warrants. Equity-linked warrants provide a way for investors to access markets where entry is difficult or costly. A Fund purchases the equity-linked and index-linked warrants from a broker, who in turn is expected to purchase shares in the local market and issue a call warrant hedged

 

17


THE ADVISORS’ INNER CIRCLE FUND III  

RWC GLOBAL EMERGING

EQUITY FUND

SEPTEMBER 30, 2021

 

 

on the underlying holdings. If the Fund exercises its call and closes its position, the shares are expected to be sold and the warrant redeemed with the proceeds. Each warrant typically represents one share of the underlying stock or basket of stocks representing the index. Therefore, the price, performance and liquidity of the warrant are all linked to the underlying stock or index, less transaction costs. Equity-linked warrants are generally valued at the closing price of the underlying securities, then adjusted for stock dividends declared by the underlying securities. In addition to the market risk related to the underlying holdings, the Fund bears additional counterparty risk with respect to the issuing broker. A Fund may also purchase warrants, issued by banks and other financial institutions, whose values are based on the values from time to time of one or more securities indices.

Forward Foreign Currency Contracts — The Fund may enter into forward foreign currency contracts as hedges against either specific transactions, fund positions or anticipated fund positions. The Fund may also engage in currency transactions to enhance the Fund’s returns. All commitments are “marked-to-market” daily at the applicable foreign exchange rate, and any resulting unrealized gains or losses are recorded currently. The Fund realizes gains and losses at the time forward contracts are extinguished. Unrealized gains or losses on outstanding positions in forward foreign currency contracts held at the close of the period are recognized as ordinary income or loss for Federal income tax purposes. The Fund could be exposed to risk if the counterparties to the contracts are unable to meet the terms of the contract and from unanticipated movements in the value of a foreign currency relative to the U.S. dollar. Finally, the risk exists that losses could exceed amounts disclosed on the Statements of Assets and Liabilities. There were no open forward foreign currency contracts as of September 30, 2021.

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

3.    Transactions with Affiliates:

Certain officers of the Trust are also employees 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, other than the Chief Compliance Officer (“CCO”) as described below, for serving as officers of the Trust.

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 advisors and service providers as required by SEC regulations. The CCO’s services and fees have been approved by and are reviewed by the Board. For the year ended year the fund was allocated CCO fees totaling $7,362.

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 administration services to the Fund. For these services, the

 

18


THE ADVISORS’ INNER CIRCLE FUND III  

RWC GLOBAL EMERGING

EQUITY FUND

SEPTEMBER 30, 2021

 

 

Administrator is paid an asset based fee, which will vary depending on the number of share classes and the average daily net assets of the Fund. For the year ended September 30, 2021, the Fund paid $316,442 for these services.

The Fund has adopted the Distribution Plan (the “Plan”) for the Class N Shares. Under the Plan, the Distributor, or third parties that enter into agreements with the Distributor, may receive up to 0.25% of the Fund’s average daily net assets attributable to Class N Shares. Under the Plan, the Distributor may make payments pursuant to written agreements to financial institutions and intermediaries such as banks, savings and loan associations and insurance companies including, without limit, investment counselors, broker-dealers and the Distributor’s affiliates and subsidiaries (collectively, “Agents”) as compensation for services and reimbursement of expenses incurred in connection with distribution assistance. The Plan is characterized as a compensation plan since the distribution fee will be paid to the Distributor without regard to the distribution expenses incurred by the Distributor or the amount of payments made to other financial institutions and intermediaries. The Trust intends to operate the Plan in accordance with its terms and with the Financial Industry Regulatory Authority (“FINRA”) rules concerning sales charges. For the year ended September 30, 2021, no such fees were incurred.

The Fund has adopted a shareholder servicing plan (the “Service Plan”) under which a shareholder servicing fee of up to 0.15% of average daily net assets of the Class N Shares and 0.09% of average daily net assets of Class I Shares of the Fund will be paid to other service providers. Certain brokers, dealers, banks, trust companies and other financial representatives receive compensation from the Fund for providing a variety of services, including record keeping and transaction processing. Such fees are based on the assets of the Fund that are serviced by the financial representative. Such fees are paid by the Fund to the extent that the number of accounts serviced by the financial representative multiplied by the account fee charged by the Fund’s transfer agent would not exceed the amount that would have been charged had the accounts serviced by the financial representative been registered directly through the transfer agent. All fees in excess of this calculated amount are paid by the Adviser. For the year ended September 30, 2021, the Fund paid $196,563 for these services.

Brown Brothers Harriman & Co. acts as custodian (the “Custodian”) for the Fund. The Custodian plays no role in determining the investment policies of the Fund or which securities are to be purchased or sold by the Fund. For the year ended September 30, 2021, the Fund paid $195,755 for these services.

DST Systems, Inc., serves as the transfer agent and dividend disbursing agent for the Fund under a transfer agency agreement with the Trust. For the year ended September 30, 3021, the Fund paid $85,082 for these services.

5.    Investment Advisory Agreement:

Under the terms of an investment advisory agreement, the Adviser provides investment advisory services to the Fund at a fee computed daily at an annual rate of 0.90% of the Fund’s average daily net assets.

 

19


THE ADVISORS’ INNER CIRCLE FUND III  

RWC GLOBAL EMERGING

EQUITY FUND

SEPTEMBER 30, 2021

 

 

The Adviser has contractually agreed to reduce fees and reimburse expenses to the extent necessary to keep total annual fund operating expenses after fee reductions and/or expense reimbursements (excluding interest, taxes, brokerage commissions and other costs and expenses relating to the securities that are purchased and sold by the Fund, distribution fees, shareholder servicing fees, other expenditures which are capitalized in accordance with generally accepted accounting principles, acquired fund fee expenses and non-routine expenses) from exceeding 1.25% of the average daily net assets of each of the Fund’s share classes until January 29, 2022 (the “Expense Limitation”). The Adviser may recover all or a portion of its fee reductions or expense reimbursements, up to the expense cap in place at the time the expenses were waived, within a three-year period from the year in which it reduced its fee or reimbursed expenses if the Fund’s total annual fund operating expenses are below the Expense Limitation. This agreement may be terminated by the Board for any reason at any time, or by the Adviser, upon ninety (90) days’ prior written notice to the Trust, effective as of the close of business on January 29, 2021. As of September 30, 2021, the fees which were previously waived and reimbursed to the Fund by the Adviser which may be subject to possible future reimbursement, up to the expense cap in place at the time the expenses were waived and reimbursed to the Fund, to the Adviser were $0, $0, $24,905 expiring in, 2022, 2023 and 2024 respectively. The amount recovered in 2021 was $168,667.

6.    Investment Transactions:

For the year ended September 30, 2021, the Fund made purchases of $379,546,744 and sales of $319,013,670 in investment securities other than long-term U.S. Government and short-term securities. There were no purchases or sales of long-term U.S. Government securities.

7.    Capital Share Transactions:

Capital share transactions were as follows:

 

     Year
Ended
September 30,
2021
    Year
Ended
September 30,
2020
 

Institutional Class Shares

    

Issued

     1,086,853       355,278  

Reinvestment of Distributions

     6,845       16,690  

Redeemed

     (326,589     (660,208
  

 

 

 

Total Institutional Class Shares Transactions

     767,109       (288,240
  

 

 

 

Class I Shares

    

Issued

     8,367,066       9,922,444  

Reinvestment of Distributions

     21,319       39,720  

Redeemed

     (5,371,969     (7,181,034
  

 

 

 

Total Class I Shares Transactions

     3,016,416       2,781,130  
  

 

 

 

Net Increase in Shares Outstanding From Share Transactions

     3,783,525       2,492,890  
  

 

 

 

 

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8.    Federal Tax Information:

It is the Fund’s intention to continue to qualify as a regulated investment company for Federal income tax purposes and distribute all of its taxable income (including net capital gains). Accordingly, no provision for Federal income taxes is required.

Reclassification of Components of Net Assets — The timing and characterization of certain income and capital gain distributions are determined annually in accordance with Federal tax regulations which may differ from accounting principles generally accepted in the United States. As a result, net investment income (loss) and net realized gain (loss) on investment transactions for the reporting period may differ from distributions during such period. These book/tax differences may be temporary or permanent in nature.

The permanent differences primarily consist of foreign currency translations and investments in PFICs.

 

Distributable
      Earnings       

   Paid-in
Capital
$946      $(946)

During the year ended September 30, 2021 the Fund utilized capital loss carryforwards to offset capital gains amounting to:    

 

Short-Term
        Loss         

 

  Long-Term  
         Loss        

      Total    
$11,746,607   $4,485,532   $16,232,139

The tax character of dividends and distributions paid during the years or periods ended September 30, 2021 and 2020 were as follows:

 

         Ordinary Income                      Total              

2021

   $         483,034      $         483,034  

2020

     724,092        724,092  

As of September 30, 2021, the components of Accumulated Losses on a tax basis were as follows:

 

Undistributed Ordinary Income

   $ 21,288,117  

Undistributed Long-Term Capital Gains

         11,899,666  

Capital Loss Carryforwards

      

Late-Year Loss Deferral

      

Unrealized Appreciation

     21,334,551  

Other Temporary Differences

     (23
  

 

 

 

Total Accumulated Earnings

   $ 54,522,311  
  

 

 

 

 

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SEPTEMBER 30, 2021

 

 

For Federal income tax purposes the difference between Federal tax cost and book cost primarily relates to wash sales, Mark to Market on open FX Forwards, PFIC Mark to Market, and Accrued Capital Gains tax which cannot be used for Federal income tax purposes in the current year and have been deferred for use in future years. The Federal tax cost and aggregate gross unrealized appreciation and depreciation for the investments held (including foreign currency) by the Fund at September 30, 2021, were as follows:

 

    Federal Tax Cost    

     Aggregate Gross  
Unrealized
Appreciation
     Aggregate Gross  
Unrealized
Depreciation
    Net Unrealized  
Appreciation
$ 281,361,113    $ 50,433,350    $ (29,098,799)   $ 21,334,551

9.    Concentration of Shareholders:

At September 30, 2021, the percentage of total shares outstanding, held by shareholders owning 10% or greater of the aggregate total shares outstanding, for each share class, which are comprised of individual shareholders and omnibus accounts that are held on behalf of various individual shareholders was as follows:

 

     No. of
    Shareholders    
   %
    
Ownership    

Institutional Class Shares

       4        81 %

Class I Shares

       1        45 %

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.

10.    Concentration of Risks:

As with all management investment companies, a shareholder of the Fund is subject to the risk that his or her investment could lose money. The Fund is subject to the principal risks noted below, any of which may adversely affect the Fund’s net asset value (“NAV”) and ability to meet its investment objective.

Equity Risk – Since it purchases equity securities, the Fund is subject to the risk that stock prices may fall over short or extended periods of time. Historically, the equity market has moved in cycles, and the value of the Fund’s securities may fluctuate 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. These factors contribute to price volatility, which is the principal risk of investing in the Fund. 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

 

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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.

Foreign Company Risk – Investing in foreign companies, including direct investments and investments 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. 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 publicly available information about foreign securities than is available about domestic securities. Income from foreign securities owned by the Fund may be reduced by a withholding tax at the source, which tax would reduce income received from the securities comprising the portfolio. Foreign securities may also be more difficult to value than securities of U.S. issuers. 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.

Emerging and Frontier Markets Securities Risk – The Fund’s investments in emerging or frontier markets securities are considered speculative and subject to heightened risks in addition to the general risks of investing in foreign securities. Unlike more established markets, emerging and frontier markets may have governments that are less stable, markets that are less liquid and economies that are less developed. In addition, the securities markets of emerging and frontier market countries may consist of companies with smaller market capitalizations and may suffer periods of relative illiquidity; significant price volatility; restrictions on foreign investment; and possible restrictions on repatriation of investment income and capital. Furthermore, 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.

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 hedged 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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SEPTEMBER 30, 2021

 

 

Risk of Investing in China – The Chinese economy is generally considered an emerging market and can be significantly affected by economic and political conditions and policy in China and surrounding Asian countries. A relatively small number of Chinese companies represents a large portion of China’s total market and thus may be more sensitive to adverse political or economic circumstances and market movements. The economy of China differs, often unfavorably, from the U.S. economy in such respects as structure, general development, government involvement, wealth distribution, rate of inflation, growth rate, allocation of resources and capital reinvestment, among others. Under China’s political and economic system, the central government has historically exercised substantial control over virtually every sector of the Chinese economy through administrative regulation and/or state ownership. In addition, expropriation, including nationalization, confiscatory taxation, political, economic or social instability or other developments could adversely affect and significantly diminish the values of the Chinese companies in which the Fund invests.

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

Private Placements Risk – Investment in privately placed securities may be less liquid than investments in publicly traded securities. Although these securities may be resold in privately negotiated transactions, the prices realized from these sales could be less than those originally paid by the Fund or less than what may be considered the fair value of such securities. Further, companies whose securities are not publicly traded may not be subject to the disclosure and other investor protection requirements that might be applicable if their securities were publicly traded.

Rights and Warrants Risk – Investments in rights or warrants involve the risk of loss of the purchase value of a right or warrant if the right to subscribe to additional shares is not exercised prior to the right’s or warrant’s expiration. Also, the purchase of rights and/or warrants involves the risk that the effective price paid for the right and/or warrant added to the subscription price of the underlying security may exceed the market price of the underlying security in instances such as those where there is no movement in the price of the underlying security.

Risks of Investing in Other Investment Companies – To the extent that the Fund invests in other investment companies, such as open-end funds, closed-end funds and ETFs, the Fund will be subject to substantially the same risks as those associated with the direct ownership of the securities held by such other investment companies. As a shareholder of another investment company, the Fund relies on that investment company to achieve its investment objective. If the investment company fails to achieve its objective, the value of the Fund’s investment could

 

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SEPTEMBER 30, 2021

 

 

decline, which could adversely affect the Fund’s performance. By investing in another investment company, Fund shareholders indirectly bear the Fund’s proportionate share of the fees and expenses of the other investment company, in addition to the fees and expenses that Fund shareholders directly bear in connection with the Fund’s own operations.

Because ETFs and certain closed-end funds are listed on national stock exchanges and are traded like stocks listed on an exchange, their shares potentially may trade at a discount or premium. Investments in ETFs and certain closed-end funds are also subject to brokerage and other trading costs, which could result in greater expenses to the Fund. In addition, because the value of ETF and certain closed-end fund shares depends on the demand in the market, the Adviser may not be able to liquidate the Fund’s holdings at the most optimal time, which could adversely affect Fund performance.

Derivatives Risk – The Fund’s use of equity-linked notes and swaps for all purposes, including speculative purposes, is subject to market risk, correlation risk, credit risk, valuation risk and liquidity 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 or at all with the underlying asset, rate or index. Credit risk is the risk that the counterparty to a derivative contract will default or otherwise become unable to honor a financial obligation. Valuation risk is the risk that the derivative may be difficult to value. Liquidity risk is described below. The Fund’s use of swaps is also subject to leverage 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. Each of these risks could cause the Fund to lose more than the principal amount invested in a derivative instrument.

Liquidity Risk – 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 accept a lower price to sell a security, sell other securities to raise cash, or give up an investment opportunity, any of which could have a negative effect on Fund management or performance.

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

Convertible Securities Risk – The value of a convertible security is influenced by changes in interest rates (with investment value declining as interest rates increase and increasing as interest rates decline) and the credit standing of the issuer. The price of a convertible security will also normally vary in some proportion to changes in the price of the underlying common stock because of the conversion or exercise feature.

 

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SEPTEMBER 30, 2021

 

 

LIBOR Replacement Risk – The elimination of the London Inter-Bank Offered Rate (“LIBOR”) may adversely affect the interest rates on, and value of, certain Fund investments for which the value is tied to LIBOR. The U.K. Financial Conduct Authority has announced that it intends to stop compelling or inducing banks to submit LIBOR rates after 2021. On March 5, 2021, the administrator of LIBOR clarified that the publication of LIBOR on a representative basis will cease for the one-week and two-month U.S. dollar LIBOR settings immediately after December 31, 2021, and for the remaining U.S. dollar LIBOR settings immediately after June 30, 2023. Alternatives to LIBOR are established or in development in most major currencies, including the Secured Overnight Financing Rate (“SOFR”), which is intended to replace U.S. dollar LIBOR. Markets are slowly developing in response to these new rates. Questions around liquidity impacted by these rates, and how to appropriately adjust these rates at the time of transition, remain a concern for the Fund. Accordingly, it is difficult to predict the full impact of the transition away from LIBOR on the Fund until new reference rates and fallbacks for both legacy and new products, instruments and contracts are commercially accepted.

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.

11.    Subsequent Events:

On September 7, 2021, Brown Brothers Harriman & Co. (“BBH”), the Funds’ custodian, announced that it had entered into an agreement with State Street Bank and Trust Company (“State Street”) to sell BBH’s Investor Services business to State Street (the “Transaction”). The Transaction is subject to certain closing conditions, including regulatory and customary approvals, and it is expected to be consummated by the end of calendar year 2021 (the “Closing Date”). Consequently, as a result of the Transaction, it is expected that State Street will replace BBH as the Funds’ custodian effective as of the Closing Date.

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 September 30, 2021.

 

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 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Trustees of The Advisors’ Inner Circle Fund III and Shareholders of RWC Global Emerging Equity Fund

Opinion on the Financial Statements

We have audited the accompanying statement of assets and liabilities, including the schedule of investments, of RWC Global Emerging Equity Fund (one of the funds constituting The Advisors’ Inner Circle Fund III, referred to hereafter as the “Fund”) as of September 30, 2021, the related statement of operations for the year ended September 30, 2021, the statement of changes in net assets for each of the two years in the period ended September 30, 2021, including the related notes, and the financial highlights for each of the periods indicated therein (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 as of September 30, 2021, 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 ended September 30, 2021 and the financial highlights for each of the periods indicated therein in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements are the responsibility of the Fund’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 Fund 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 of these financial statements in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

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 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. Our procedures included confirmation of securities owned as of September 30, 2021 by correspondence with the custodian and brokers; when replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

/s/ PricewaterhouseCoopers LLP

Philadelphia, Pennsylvania

November 29, 2021

We have served as the auditor of one or more investment companies in RWC Asset Advisors (US) LLC since 2016.

 

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 TRUSTEES AND OFFICERS OF THE ADVISORS’ INNER CIRCLE FUND III (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, One Freedom Valley Drive,

 

Name and Year of Birth  

Position with Trust and Length of

Time Served1

  Principal Occupations in the Past Five Years
INTERESTED TRUSTEES3 4

William M. Doran

(Born: 1940)

 

Chairman of

Board of Trustees

(since 2014)

  Self-Employed Consultant since 2003. Partner at Morgan, Lewis & Bockius LLP (law firm) from 1976 to 2003. Counsel to the Trust, SEI Investments, SIMC, the Administrator and the Distributor. Secretary of SEI Investments since 1978.
INDEPENDENT TRUSTEES3
Jon C. Hunt
(Born: 1951)
 

Trustee and Lead Independent

Trustee

(since 2014)

  Retired since 2013. Consultant to Management, Convergent Capital Management, LLC (“CCM”) from 2012 to 2013. Managing Director and Chief Operating Officer, CCM from 1998 to 2012.
Thomas P. Lemke
(Born: 1954)
 

Trustee

(since 2014)

  Retired since 2013. Executive Vice President and General Counsel, Legg Mason, Inc. from 2005 to 2013.
Nichelle Maynard-Elliott
(Born: 1968)
  Trustee
(since 2021)
  Independent Director since 2018. Executive Director, M&A at Praxair Inc. from 2011-2019.

 

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 47 funds in The Advisors’ Inner Circle Fund III.

 

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Oaks Pennsylvania 19456. Trustees who are deemed not to be “interested persons” of the Trust are referred to as “Independent Trustees.” Mr. Doran is a Trustee who may be an “interested”

 

Other Directorships

Held in the Past Five Years2

 

 

    

Current Directorships: Trustee of Gallery Trust, Schroder Series Trust, Schroder Global Series Trust, Delaware Wilshire Private Markets Master Fund, Delaware Wilshire Private Markets Fund, Delaware Wilshire Private Markets Tender Fund, 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 Investments, SEI Investments (Europe), Limited, SEI Investments—Global Funds Services, Limited, SEI Investments Global, Limited, SEI Investments (Asia), Limited, SEI Global Nominee Ltd., SEI Investments – Unit Trust Management (UK) Limited and SEI Investments Co. Director of the Distributor.

 

Former Directorships: Trustee of O’Connor EQUUS (closed-end investment company) to 2016. Trustee of SEI Liquid Asset Trust to 2016. Trustee of Winton Series Trust to 2017. Trustee of The Advisors’ Inner Circle Fund, The Advisors’ Inner Circle Fund II, Bishop Street Funds, The KP Funds and Winton Diversified Opportunities Fund (closed-end investment company) to 2018.

 

    

Current Directorships: Trustee of City National Rochdale Funds, Gallery Trust, Schroder Series Trust, Schroder Global Series Trust, Delaware Wilshire Private Markets Master Fund, Delaware Wilshire Private Markets Fund and Delaware Wilshire Private Markets Tender Fund. Director of Chiron Capital Allocation Fund Ltd.

 

Former Directorships: Trustee of O’Connor EQUUS (closed-end investment company) to 2016. Member of Independent Committee of Nuveen Commodities Asset Management to 2016. Trustee of Winton Series Trust to 2017. Trustee of Winton Diversified Opportunities Fund (closed-end investment company) to 2018.

Current Directorships: Trustee of Gallery Trust, Schroder Series Trust, Schroder Global Series Trust, Delaware Wilshire Private Markets Master Fund, Delaware Wilshire Private Markets Fund, Delaware Wilshire Private Markets Tender Fund, JP Morgan Active Exchange-Traded Funds (33 Portfolios) and Symmetry Panoramic Trust (8 Portfolios). Director of Chiron Capital Allocation Fund Ltd.

 

Former Directorships: Trustee of Munder Funds to 2014. Trustee of Victory Funds to 2015. Trustee of O’Connor EQUUS (closed-end investment company) to 2016. Trustee of Winton Series Trust and AXA Premier VIP Trust to 2017. Trustee of Winton Diversified Opportunities Fund (closed-end investment company) to 2018.

Current Directorships: Trustee of Gallery Trust, Schroder Series Trust, Schroder Global Series Trust, Delaware Wilshire Private Markets Master Fund, Delaware Wilshire Private Markets Fund, Delaware Wilshire Private Markets Tender Fund. Director of Chiron Capital Allocation Fund Ltd. Director of Element Solutions Inc., Director of Xerox Holdings Corporation, and Director Nominee for Lucid Group, Inc.

 

4

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.

 

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

 

 

Name and

Year of Birth

  Position with Trust and Length of
Time Served
1
  Principal Occupations in the Past Five Years
INDEPENDENT TRUSTEES (continued)3

Jay C. Nadel

(Born: 1958)

 

Trustee

(since 2016)

 

Self-Employed Consultant since 2004. Executive Vice President, Bank of New York Broker Dealer from 2002 to 2004. Partner/Managing Director, Weiss Peck & Greer/Robeco from 1986 to 2001.

 

Randall S. Yanker

(Born: 1960)

 

Trustee

(since 2014)

 

Co-Founder and Senior Partner, Alternative Asset Managers, L.P. since 2004.

 

OFFICERS          

Michael Beattie

(Born: 1965)

 

President

(since 2014)

  Director of Client Service, SEI Investments Company, since 2004.

James Bernstein

(Born: 1962)

 

Vice President (since 2017) Secretary

(since 2020)

 

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.

 

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 47 funds in The Advisors’ Inner Circle Fund III.

 

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Other Directorships

Held in the Past Five Years2

    

Current Directorships: Chairman of the Board of Trustees of City National Rochdale Funds. Trustee of Gallery Trust, Schroder Series Trust, Schroder Global Series Trust, Delaware Wilshire Private Markets Master Fund, Delaware Wilshire Private Markets Fund and Delaware Wilshire Private Markets Tender Fund. Director of Chiron Capital Allocation Fund Ltd.

 

Former Directorships: Trustee of Winton Series Trust to 2017. Director of Lapolla Industries, Inc. to 2017. Trustee of Winton Diversified Opportunities Fund (closed-end investment company) to 2018.

Current Directorships: Trustee of Gallery Trust, Schroder Series Trust, Schroder Global Series Trust, Delaware Wilshire Private Markets Master Fund, Delaware Wilshire Private Markets Fund and Delaware Wilshire Private Markets Tender Fund. Independent Non-Executive Director of HFA Holdings Limited. Director of Chiron Capital Allocation Fund Ltd.

 

Former Directorships: Trustee of O’Connor EQUUS (closed-end investment company) to 2016. Trustee of Winton Series Trust to 2017. Trustee of Winton Diversified Opportunities Fund (closed-end investment company) to 2018.

 

None.

None.

 

None.

 

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

 

Name and Year of Birth   Position(s) with Trust and
Length of Time Served
  Principal Occupation in the Past Five Years
OFFICERS (continued)

Russell Emery

(Born: 1962)

  Chief Compliance Officer (since 2014)   Chief Compliance Officer of SEI Structured Credit Fund, LP since 2007. Chief Compliance Officer of The Advisors’ Inner Circle Fund, The Advisors’ Inner Circle Fund II, Bishop Street Funds, The KP Funds, The Advisors’ Inner Circle Fund III, Gallery Trust, Schroder Series Trust, Schroder Global Series Trust, SEI Institutional Managed Trust, SEI Asset Allocation Trust, SEI Institutional International Trust, SEI Institutional Investments Trust, SEI Daily Income Trust, SEI Tax Exempt Trust, Adviser Managed Trust, New Covenant Funds, SEI Insurance Products Trust and SEI Catholic Values Trust. Chief Compliance Officer of O’Connor EQUUS (closed-end investment company) to 2016. Chief Compliance Officer of SEI Liquid Asset Trust to 2016. Chief Compliance Officer of Winton Series Trust to 2017. Chief Compliance Officer of Winton Diversified Opportunities Fund (closed- end investment company) to 2018.

Eric C. Griffith

(Born: 1969)

 

Vice President and Assistant Secretary

(since 2020)

  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 and Assistant Secretary

(since 2018)

  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.

 

32


THE ADVISORS’ INNER CIRCLE FUND III  

RWC GLOBAL EMERGING

EQUITY FUND

SEPTEMBER 30, 2021

 

 

Other Directorships

Held in the Past Five Years

    

None.
None.
None.

 

33


THE ADVISORS’ INNER CIRCLE FUND III  

RWC GLOBAL EMERGING

EQUITY FUND

SEPTEMBER 30, 2021

 

 

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

 

Name and Year of Birth   Position(s) with Trust and
Length of Time Served
  Principal Occupation in the Past Five Years
OFFICERS (continued)

Andrew Metzger

(Born: 1980)

  Treasurer, Controller and Chief Financial Officer (since 2021)  

Treasurer, Controller and Chief Financial Officer (since 2021)

Robert Morrow

(Born: 1968)

 

Vice President

(since 2017)

 

Account Manager, SEI Investments, since 2007.

Alexander F. Smith

(Born: 1977)

 

Vice President and

Assistant Secretary

(since 2020)

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

Bridget E. Sudall

(Born: 1980)

 

Privacy Officer(since 2015) Anti-Money Laundering Officer

(since 2015)

  Senior Associate and AML Officer, Morgan Stanley Alternative Investment Partners, from 2011 to 2015. Investor Services Team Lead, Morgan Stanley Alternative Investment Partners, from 2007 to 2011.

 

34


THE ADVISORS’ INNER CIRCLE FUND III  

RWC GLOBAL EMERGING

EQUITY FUND

SEPTEMBER 30, 2021

 

 

Other Directorships

Held in the Past Five Years

    
None.
None.
None.
None.

 

35


THE ADVISORS’ INNER CIRCLE FUND III  

RWC GLOBAL EMERGING

EQUITY FUND

SEPTEMBER 30, 2021

 

 

 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 from April 1, 2021 to September 30, 2021.

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 ending starting account value by $1,000 to arrive at a ratio (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply that ratio by the number shown for your Fund under “Expenses Paid During Period.”

Hypothetical 5% Return. This section helps you compare your Fund’s costs with those of other mutual funds. It assumes that the Fund had an annual 5% return before expenses during the 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 “Expenses Paid During Period” column with those that appear in the same charts in the shareholder reports for other mutual funds.

 

36


THE ADVISORS’ INNER CIRCLE FUND III  

RWC GLOBAL EMERGING

EQUITY FUND

SEPTEMBER 30, 2021

 

 

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.

 

     Beginning
Account Value
4/01/21
    Ending
Account Value
9/30/21
    Annualized
Expense Ratios
    Expenses Paid
During Period*
 

Class I Shares

                               

Actual Portfolio Return

    $1,000.00       $941.50       1.25     $6.08  

Hypothetical 5% Return

    1,000.00       1,018.80       1.25       6.33  

 Institutional Class Shares

                               

Actual Portfolio Return

    $1,000.00       $941.40       1.34     6.52  

Hypothetical 5% Return

    1,000.00       1,018.35       1.34       6.78  

 

*

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

 

37


THE ADVISORS’ INNER CIRCLE FUND III  

RWC GLOBAL EMERGING

EQUITY FUND

SEPTEMBER 30, 2021

 

 

 APPROVAL OF INVESTMENT ADVISORY AGREEMENT (Unaudited)

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

A Board meeting was held on September 23, 2021 to decide whether to renew the Agreement for an additional one-year term (the “September Meeting”). The September Meeting was held via videoconference in reliance on relief provided in orders issued by the Securities and Exchange Commission on March 13, 2020, March 25, 2020 and June 19, 2020 from 1940 Act sections and rules requiring that certain votes of a company’s board of trustees be cast in person due to circumstances related to the current or potential effects of the COVID-19 pandemic. In preparation for the September Meeting, the Trustees requested that the Adviser furnish information necessary to evaluate the terms of the Agreement. Prior to the September Meeting, the Independent Trustees of the Fund met to review and discuss the information provided and submitted a request for additional information to the Adviser, and information was provided in response to this request. The Trustees used this information, as well as other information that the Adviser and other service providers of the Fund presented or submitted to the Board at the September Meeting and other meetings held during the prior year, to help them decide whether to renew the Agreement for an additional year.

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

Representatives from the Adviser, along with other Fund service providers, presented additional information and participated in question and answer sessions at the September Meeting to help the Trustees evaluate the Adviser’s services, fee and other aspects of the Agreement. The Independent Trustees received advice from independent counsel and met in executive sessions outside the presence of Fund management and the Adviser.

 

38


THE ADVISORS’ INNER CIRCLE FUND III  

RWC GLOBAL EMERGING

EQUITY FUND

SEPTEMBER 30, 2021

 

 

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

Nature, Extent and Quality of Services Provided by the Adviser

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

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

Investment Performance of the Adviser

The Board was provided with regular reports regarding the Fund’s performance over various time periods. The Trustees also reviewed reports prepared by the Fund’s administrator comparing the Fund’s performance to its benchmark index and a peer group of mutual funds as classified by Lipper, an independent provider of investment company data, over various periods of time. Representatives from the Adviser provided information regarding and led discussions of factors impacting the performance of the Fund, outlining current market conditions and explaining their expectations and strategies for the future. The Trustees determined that the Fund’s performance was satisfactory, or, where the Fund’s performance was materially below its benchmark and/or peer group, the Trustees were satisfied by the reasons for the underperformance and/or the steps taken by the Adviser in an effort to improve the performance of the Fund. Based on this information, the Board concluded, within the context of its full deliberations, that the investment results that the Adviser had been able to achieve for the Fund were sufficient to support renewal of the Agreement.

 

39


THE ADVISORS’ INNER CIRCLE FUND III  

RWC GLOBAL EMERGING

EQUITY FUND

SEPTEMBER 30, 2021

 

 

Costs of Advisory Services, Profitability and Economies of Scale

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

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

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

Renewal of the Investment Advisory Agreement

Based on the Board’s deliberations and its evaluation of the information described above and other factors and information it believed relevant in the exercise of its reasonable business judgment, the Board, including all of the Independent Trustees, with the assistance of Fund counsel and Independent Trustees’ counsel, unanimously concluded that the terms of the Agreement, including the fees payable thereunder, were fair and reasonable and

 

40


THE ADVISORS’ INNER CIRCLE FUND III  

RWC GLOBAL EMERGING

EQUITY FUND

SEPTEMBER 30, 2021

 

 

 NOTICE TO SHAREHOLDERS (Unaudited)

For shareholders that do not have a September 30, 2021 tax year end, this notice is for informational purposes only. For shareholders with a September 30 tax year end, please consult your tax advisor as to the pertinence of this notice. For the fiscal period ended September 30, 2021, the Funds are designating the following items with regard to distributions paid during the period.

 

Long-Term
Capital Gain
Distribution
  Ordinary
Income
Distributions
    Total
Distributions
   

Dividends

Qualifying

for Corporate

Dividend

Receivable

Deduction(1)

   

Qualifying

Dividend

Income(2)

   

U.S.

Government

Interest (3)

    Interest
Related
Dividends(4)
    Qualified
Short-Term
Capital
Gain(5)
    Foreign Tax
Credit
 
0.00%     100.00     100.00     0.00     42.06     0.00     0.00     0.00     49.47

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

(2) The percentage in this column represents the amount of “Qualifying Dividend Income” as created by the Jobs and Growth Relief Reconciliation Act of 2003 and its reflected as a percentage of ordinary income distributions (the total of short-term capital gain and net investment income distributions). It is the intention of each of the aforementioned funds to designate the maximum amount permitted by law.

(3) “U.S. Government Interest” represents the amount of interest that was derived from U.S. Government obligations and distributed during the fiscal year. This amount is reflected as a percentage of total ordinary income distributions (the total of short-term capital gain and net investment income distributions). Generally, interest from direct U.S. Government obligations is exempt from state income tax. However, for shareholders who are residents of California, Connecticut and New York, the statutory threshold requirements were not satisfied to permit exemption of these amounts from state income.

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

The Fund intends to pass through a foreign tax credit to shareholders. For fiscal year ended 2021 the total amount of foreign source income is $3,915,439. The total amount of foreign tax paid is $472,813. Your allocable share of the foreign tax credit will be reported on Form 1099-DIV.

The information reported herein may differ from the information and distributions taxable to the shareholders for the calendar year ending December 31, 2021. Complete information will be computed and reported in conjunction with your 2021 Form 1099-DIV.

 

41


RWC Global Emerging Equity Fund

P.O. Box 219009

Kansas City, MO 64121-9009

1-855-RWC-FUND

Investment Adviser:

RWC Asset Advisors (US) LLC

2640 South Bayshore Drive, Suite 201

Miami, Florida 33133

Administrator:

SEI Investments Global Funds Services

One Freedom Valley Drive

Oaks, Pennsylvania 19456

Distributor:

SEI Investments Distribution Co.

One Freedom Valley Drive

Oaks, Pennsylvania 19456

Legal Counsel:

Morgan, Lewis & Bockius LLP

1701 Market Street

Philadelphia, Pennsylvania 19103

This information must be preceded or accompanied by a current prospectus for the Fund described.

RWC-AR-001-0500


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 experts are Thomas P. Lemke and Jay Nadel, and each of Messrs. Lemke and Nadel 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 Advisors’ Inner Circle Fund III (the aforementioned “Trust”).

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

 

     2021   2020
          

All fees and
services to the
Registrant

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)   $730,515   $0   $11,990   $581,815   $0   $607,218

(b)

   Audit-Related Fees   $4,000   $0   $0   $4,000   $0   $0

(c)

   Tax Fees   $0   $0   $90,000(2)   $0   $0   $335,050

(d)

   All Other Fees   $0   $0   $1,473   $0   $0   $15,941


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

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

 

     2021   2020
          

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)   $48,940   None   None   None   None   None

(b)

   Audit-Related Fees   None   None   None   None   None   None

(c)

   Tax Fees   None   None   $2,660(3)   None   None   None

(d)

   All Other Fees   None   None   None   None   None   None

Fees billed by Deloitte & Touche LLP (“D&T”) relate to the Trust

D&T billed the Trust aggregate fees for services rendered to the Trust for the last two fiscal years as follows

 

     2021   2020
          

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)   $60,000   None   None   None   None   None

(b)

   Audit-Related Fees   None   None   None   None   None   None

(c)

   Tax Fees   None   None   None   None   None   None

(d)

   All Other Fees   None   None   None   None   None   None


Notes:

 

  (1)

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

 

  (2)

Tax return preparation fees for affiliates of the Funds.

 

  (3)

Tax Fees for UK Reporting Fund Status.

(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):

 

        2021           2020     

Audit-Related Fees

     None          None    

Tax Fees

     None          None    

All Other Fees

     None          None    


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

 

        2021           2020     

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 (D&T):

 

        2021           2020     

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 September 30th were $91,473 and $350,991 for 2021 and 2020, 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 September 30th were $0 and $0 for 2021 and 2020, respectively.

(g) The aggregate non-audit fees and services billed by D&T for services rendered to the Registrant, and rendered to the Registrant’s investment adviser (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser), and any entity controlling, controlled by, or under common control with the adviser that provides ongoing services to the Registrant for the last two fiscal-years-ended September 30th were $0 and $0 for 2021 and 2020, 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.

 

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 Rules 13a-15(b) or Rule 15d-15(b) under the Exchange Act (17 CFR §240.13a-15(b) or §240.15d-15(b)).

(b) There has been no change in the Registrant’s internal control over financial reporting (as defined in Rule 30a-3(d) under the Act (17CFR §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.

 

Items 13.

Exhibits.

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

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

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


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 III
By (Signature and Title)      

/s/ Michael Beattie

      Michael Beattie,
      President

Date: December 9, 2021

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: December 9, 2021

 

By (Signature and Title)      

/s/ Andrew Metzger

      Andrew Metzger,
      Treasurer, Controller, and CFO

Date: December 9, 2021