N-CSRS 1 d493802dncsrs.htm CCT THEMATIC EQUITY FUND CCT Thematic Equity Fund

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM N-CSRS

 

 

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: 1-877-446-3863

Date of fiscal year end: July 31, 2023

Date of reporting period: January 31, 2023

 

 

 


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    CCT Thematic Equity Fund   

 

SEMI-ANNUAL REPORT

   JANUARY 31, 2023

 

Investment Adviser:

Chevy Chase Trust Company

 

 


THE ADVISORS’ INNER CIRCLE FUND III    CCT THEMATIC EQUITY FUND
   JANUARY 31, 2023

 

 

TABLE OF CONTENTS

 

 

 

Schedule of Investments

     1  

Statement of Assets and Liabilities

     5  

Statement of Operations

     6  

Statements of Changes in Net Assets

     7  

Financial Highlights

     8  

Notes to Financial Statements

     9  

Disclosure of Fund Expenses

     20  

Approval of Investment Advisory Agreement

     22  

 

The Fund files its complete schedule of investments with the Securities and Exchange Commission (“SEC”) for the first and third quarters of each fiscal year as an exhibit to its reports on Form N-PORT within sixty days after period end. The Fund’s Form N-PORT reports are available on the SEC’s website at http://www.sec.gov, and may be reviewed and copied at the SEC’s Public Reference Room in Washington, DC. Information on the operation of the Public Reference Room may be obtained by calling 1-800-SEC-0330.

A description of the policies and procedures that the Fund uses to determine how to vote proxies relating to fund securities, as well as information relating to how the Fund voted proxies relating to fund securities during the most recent 12-month period ended June 30, is available (i) without charge, upon request, by calling 1-844-755-3863; and (ii) on the SEC’s website at http://www.sec.gov.


THE ADVISORS’ INNER CIRCLE FUND III   CCT THEMATIC EQUITY FUND
  JANUARY 31, 2023
  (Unaudited)
        

 

 

SECTOR WEIGHTINGS †

 

LOGO

† Percentages are based on total investments.

 

SCHEDULE OF INVESTMENTS

COMMON STOCK — 92.8%

 

     Shares    Value
(000)

BELGIUM — 1.8%

     

REAL ESTATE — 1.8%

     

VGP

                     12,285       $ 1,223  
     

 

 

 

        1,223  
     

 

 

 

CANADA — 3.2%

     

MATERIALS — 3.2%

     

Franco-Nevada

     14,857                        2,180  
     

 

 

 

        2,180  
     

 

 

 

FRANCE — 2.2%

     

CONSUMER DISCRETIONARY — 2.2%

     

LVMH Moet Hennessy Louis Vuitton ADR

     8,729        1,525  
     

 

 

 

        1,525  
     

 

 

 

HONG KONG — 2.4%

     

FINANCIALS — 2.4%

     

AIA Group

     144,611        1,633  
     

 

 

 

        1,633  
     

 

 

 

IRELAND — 1.5%

     

INFORMATION TECHNOLOGY — 1.5%

     

Accenture PLC, Cl A

     3,583        1,000  
     

 

 

 

        1,000  
     

 

 

 

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

 

1


THE ADVISORS’ INNER CIRCLE FUND III   CCT THEMATIC EQUITY FUND
  JANUARY 31, 2023
  (Unaudited)
        

 

 

SCHEDULE OF INVESTMENTS

 

     Shares    Value
(000)

ISRAEL — 0.6%

     

CONSUMER DISCRETIONARY — 0.6%

     

Fiverr International *

     11,684       $ 433  
     

 

 

 

        433  
     

 

 

 

JAPAN — 5.9%

     

FINANCIALS — 3.1%

     

Sumitomo Mitsui Financial Group

     49,681        2,157  
     

 

 

 

INDUSTRIALS — 2.8%

     

FANUC

                   10,766        1,895  
     

 

 

 

                        4,052  
     

 

 

 

NETHERLANDS — 1.8%

     

INFORMATION TECHNOLOGY — 1.8%

     

ASML Holding, Cl G

     1,848        1,221  
     

 

 

 

        1,221  
     

 

 

 

SPAIN — 2.8%

     

CONSUMER DISCRETIONARY — 2.8%

     

Industria de Diseno Textil

     61,142        1,903  
     

 

 

 

        1,903  
     

 

 

 

SWITZERLAND — 6.8%

     

CONSUMER STAPLES — 3.2%

     

Nestle ADR

     18,258        2,231  
     

 

 

 

HEALTH CARE — 1.6%

     

Novartis ADR

     12,034        1,091  
     

 

 

 

INDUSTRIALS — 2.0%

     

ABB ADR

     38,920        1,356  
     

 

 

 

        4,678  
     

 

 

 

UNITED KINGDOM — 5.1%

     

ENERGY — 3.2%

     

Shell PLC ADR

     36,550        2,149  
     

 

 

 

FINANCIALS — 1.9%

     

London Stock Exchange Group

     14,420        1,317  
     

 

 

 

        3,466  
     

 

 

 

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

 

2


THE ADVISORS’ INNER CIRCLE FUND III   CCT THEMATIC EQUITY FUND
  JANUARY 31, 2023
  (Unaudited)
        

 

 

SCHEDULE OF INVESTMENTS

 

     Shares    Value
(000)

UNITED STATES — 58.7%

     

COMMUNICATION SERVICES — 5.7%

     

Alphabet, Cl C *

     10,703        $ 1,069  

Verizon Communications

                   41,600        1,729  

Walt Disney *

     9,774        1,060  
     

 

 

 

                        3,858  
     

 

 

 

CONSUMER DISCRETIONARY — 4.7%

     

Amazon.com *

     6,623        683  

NIKE, Cl B

     11,766        1,498  

Stitch Fix, Cl A *

     39,542        206  

Target

     4,641        799  
     

 

 

 

        3,186  
     

 

 

 

CONSUMER STAPLES — 2.9%

     

Costco Wholesale

     1,702        870  

Estee Lauder, Cl A

     4,057        1,124  
     

 

 

 

        1,994  
     

 

 

 

ENERGY — 6.7%

     

ChampionX

     31,326        1,034  

EOG Resources

     14,364        1,900  

Schlumberger

     28,704        1,636  
     

 

 

 

        4,570  
     

 

 

 

FINANCIALS — 7.1%

     

Berkshire Hathaway, Cl B *

     4,045        1,260  

Goldman Sachs Group

     5,707        2,088  

JPMorgan Chase

     10,715        1,500  
     

 

 

 

        4,848  
     

 

 

 

HEALTH CARE — 10.0%

     

CryoPort *

     12,198        279  

CVS Health

     16,629        1,467  

Illumina *

     5,825        1,248  

Intellia Therapeutics *

     19,753        838  

Regeneron Pharmaceuticals *

     3,013        2,285  

Vertex Pharmaceuticals *

     2,574        832  
     

 

 

 

        6,949  
     

 

 

 

INDUSTRIALS — 2.4%

     

Kadant

     8,182        1,667  
     

 

 

 

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

 

3


THE ADVISORS’ INNER CIRCLE FUND III   CCT THEMATIC EQUITY FUND
  JANUARY 31, 2023
  (Unaudited)
        

 

 

SCHEDULE OF INVESTMENTS

 

     Shares    Value
(000)

INFORMATION TECHNOLOGY — 15.4%

     

Apple

     8,196        $ 1,183  

Cadence Design Systems *

                   10,638        1,945  

Cognex

     31,860        1,744  

Impinj *

     17,176        2,229  

NVIDIA

     4,197        820  

Snowflake, Cl A *

     5,029        787  

Splunk *

     9,390        899  

Visa, Cl A

     3,919        902  
     

 

 

 

        10,509  
     

 

 

 

REAL ESTATE — 0.8%

     

Terreno Realty ‡

     8,057        519  
     

 

 

 

UTILITIES — 3.0%

     

American Electric Power

     22,098        2,076  
     

 

 

 

                      40,176  
     

 

 

 

TOTAL COMMON STOCK
(Cost $56,510)

        63,490  
     

 

 

 

TOTAL INVESTMENTS — 92.8%
(Cost $56,510)

        $ 63,490  
     

 

 

 

 

 

Percentages are based on Net Assets of $68,390 (000).

*

Non-income producing security.

Real Estate Investment Trust.

ADR — American Depositary Receipt

Cl — Class

PLC — Public Limited Company

As of January 31, 2023, all of the Fund’s investments were considered Level 1, in accordance with the authoritative guidance of fair value measurements and disclosure under U.S. generally accepted accounting principles.

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.

 

4


THE ADVISORS’ INNER CIRCLE FUND III   CCT THEMATIC EQUITY FUND
  JANUARY 31, 2023
  (Unaudited)
        

 

 

STATEMENT OF ASSETS AND LIABILITIES (000) (1)

 

Assets:

  

Investments, at Value (Cost $56,510)

   $ 63,490  

Foreign Currency, at Value (Cost $1)

     1  

Cash and Cash Equivalents

     4,955  

Dividend and Interest Receivable

     56  

Reclaim Receivable

     16  

Other Prepaid Expenses

     14  
  

 

 

 

Total Assets

     68,532  
  

 

 

 

Liabilities:

  

Payable for Investment Securities Purchased

     53  

Payable for Capital Shares Redeemed

     3  

Payable for Professional Fees

     40  

Payable due to Administrator

     10  

Payable due to Investment Adviser

     9  

Chief Compliance Officer Fees Payable

     3  

Other Accrued Expenses and Other Payables

     24  
  

 

 

 

Total Liabilities

     142  
  

 

 

 

Net Assets

   $ 68,390  
  

 

 

 

Net Assets Consist of:

  

Paid-in Capital

   $ 63,279  

Total Distributable Earnings

     5,111  
  

 

 

 

Net Assets

   $ 68,390  
  

 

 

 

Institutional Shares:

  

Net Assets

   $ 68,390  

Outstanding Shares of Beneficial Interest
(unlimited authorization — no par value)

           5,575,824  

Net Asset Value, Offering and Redemption Price Per Share

   $ 12.27  
  

 

 

 

(1) Amounts shown in (000)s with the exception of Outstanding Shares of Beneficial Interest and Net Asset Value Per Share.

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

 

5


THE ADVISORS’ INNER CIRCLE FUND III   CCT THEMATIC EQUITY FUND
      
      
        

 

 

STATEMENT OF OPERATIONS (000)

 

     Six-Months Ended
     January 31, 2023
     (Unaudited)

Investment Income:

  

Dividends

   $ 461  

Interest

     69  

Less: Foreign Taxes Withheld

     (16
  

 

 

 

Total Investment Income

     514  
  

 

 

 

Expenses:

  

Investment Advisory Fees

     156  

Administration Fees

     54  

Trustees’ Fees

     11  

Chief Compliance Officer Fees

     4  

Professional Fees

     31  

Transfer Agent Fees

     16  

Registration and Filing Fees

     13  

Printing Fees

     7  

Other Expenses

     15  
  

 

 

 

Total Expenses

                    307  
  

 

 

 

Less:

  

Waiver of Investment Advisory Fees

     (104
  

 

 

 

Net Expenses

     203  
  

 

 

 

Net Investment Income

     311  
  

 

 

 

Net Realized Gain (Loss) on:

  

Investments

     (617

Foreign Currency Transactions

     3  
  

 

 

 

Net Realized Loss

     (614
  

 

 

 

Net Change in Unrealized Appreciation on:

  

Investments

     4,395  

Foreign Currency Translation

     1  
  

 

 

 

Net Change in Unrealized Appreciation

     4,396  
  

 

 

 

Net Realized and Unrealized Gain on Investments and Foreign Currency Transactions

     3,782  
  

 

 

 

Net Increase in Net Assets Resulting from Operations

   $ 4,093  
  

 

 

 

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

 

6


THE ADVISORS’ INNER CIRCLE FUND III   CCT THEMATIC EQUITY FUND
      
      
        

 

 

STATEMENTS OF CHANGES IN NET ASSETS (000)

 

     Six-Months    
     Ended    
     January   Year
     31, 2023   Ended
       (Unaudited)       July 31, 2022  

Operations:

    

Net Investment Income

   $ 311     $ 491  

Net Realized Loss

     (614     (1,009

Net Change in Unrealized Appreciation (Depreciation)

     4,396       (6,995
  

 

 

 

 

 

 

 

Net Increase (Decrease) in Net Assets Resulting From Operations

     4,093       (7,513
  

 

 

 

 

 

 

 

Distributions:

    

Institutional Shares

     (271     (2,260
  

 

 

 

 

 

 

 

Total Distributions

     (271     (2,260
  

 

 

 

 

 

 

 

Capital Share Transactions:

    

Institutional Shares

    

Issued

     6,389       23,238  

Reinvestment of Distributions

     1       1,576  

Redeemed

     (3,473     (7,491
  

 

 

 

 

 

 

 

Net Institutional Shares Transactions

     2,917       17,323  
  

 

 

 

 

 

 

 

Net Increase in Net Assets From Capital Share Transactions

     2,917       17,323  
  

 

 

 

 

 

 

 

Total Increase in Net Assets

     6,739       7,550  
  

 

 

 

 

 

 

 

Net Assets:

    

Beginning of Period

     61,651       54,101  
  

 

 

 

 

 

 

 

End of Period

   $ 68,390     $ 61,651  
  

 

 

 

 

 

 

 

Shares Transactions:

    

Institutional Shares

    

Issued

     562       1,842  

Reinvestment of Distributions

           117  

Redeemed

     (310     (606
  

 

 

 

 

 

 

 

Total Institutional Shares Transactions

     252       1,353  
  

 

 

 

 

 

 

 

Net Increase in Shares Outstanding From Share Transactions

     252       1,353  
  

 

 

 

 

 

 

 

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

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

 

7


THE ADVISORS’ INNER CIRCLE FUND III   CCT THEMATIC EQUITY FUND
      
      
        

 

 

FINANCIAL HIGHLIGHTS

 

     Selected Per Share Data & Ratios
     For a Share Outstanding
     Throughout each Year/Period
     Six-Months        
     Ended January   Year   Period
     31, 2023   Ended   Ended
     (Unaudited)   July 31, 2022   July 31,  2021(1)

Net Asset Value, Beginning of Year/Period

     $11.58       $13.62       $10.00  
  

 

 

 

 

 

 

 

 

 

 

 

Income (Loss) from Investment Operations:

      

Net Investment Income*

     0.06       0.11       0.07  

Net Realized and Unrealized Gain (Loss)

     0.68       (1.65     3.60  
  

 

 

 

 

 

 

 

 

 

 

 

Total from Investment Operations

     0.74       (1.54     3.67  
  

 

 

 

 

 

 

 

 

 

 

 

Dividends and Distributions:

      

Net Investment Income

     (0.05     (0.10     (0.05

Capital Gains

     —           (0.40     —      
  

 

 

 

 

 

 

 

 

 

 

 

Total Dividends and Distributions

     (0.05     (0.50     (0.05
  

 

 

 

 

 

 

 

 

 

 

 

Net Asset Value, End of Year/Period

     $12.27       $11.58       $13.62  
  

 

 

 

 

 

 

 

 

 

 

 

Total Return†

     6.42     (11.71 )%      36.75
  

 

 

 

 

 

 

 

 

 

 

 

Ratios and Supplemental Data

      

Net Assets, End of Year/Period (Thousands)

     $68,390       $61,651       $54,101  

Ratio of Expenses to Average Net Assets

     0.65%††         0.65     0.65%††    

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

     0.98%††         0.94     1.35%††    

Ratio of Net Investment Income to Average Net Assets

     0.99%††         0.83     0.65%††    

Portfolio Turnover Rate‡

     12%         22%       21%    

 

  

Amounts designated as “—” are either not applicable, $0 or have been rounded to $0.

(1)

Commenced operations on September 30, 2020.

*

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.

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

 

8


THE ADVISORS’ INNER CIRCLE FUND III   CCT THEMATIC EQUITY FUND
  JANUARY 31, 2023
  (Unaudited)
        

 

 

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 65 funds. The financial statements herein are those of the CCT Thematic 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. Chevy Chase Trust Company serves as the Fund’s investment adviser (the “Adviser”). The Fund currently offers Institutional Shares. The Fund commenced operations on September 30, 2020. 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 reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of increases and decreases in net assets from operations during the reporting period. Actual results could differ from those estimates and such differences could be material.

Security Valuation — Securities listed on a securities exchange, market or automated quotation system for which quotations are readily available (except for securities traded on NASDAQ), including securities traded over the counter, are valued at the last quoted sale price on an exchange or market (foreign or domestic) on which they are traded on the valuation date (or at approximately 4:00 pm ET if a security’s primary exchange is normally open at that time), or, if there is no such reported sale, at the most recent quoted bid price. For securities traded on the NASDAQ Stock Market (the “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. All investment companies held in the Fund’s portfolio are valued at the published net asset value.

 

9


THE ADVISORS’ INNER CIRCLE FUND III   CCT THEMATIC EQUITY FUND
  JANUARY 31, 2023
       (Unaudited)
        

 

 

Securities for which market prices are not “readily available” are required to be fair valued under the 1940 Act.

In December 2020, the SEC adopted Rule 2a-5 under the 1940 Act, establishing requirements to determine fair value in good faith for purposes of the 1940 Act. The rule permits fund boards to designate a fund’s investment adviser to perform fair-value determinations, subject to board oversight and certain other conditions. The rule also defines when market quotations are “readily available” for purposes of the 1940 Act and requires a fund to fair value a portfolio investment when a market quotation is not readily available. The SEC also adopted new Rule 31a-4 under the 1940 Act, which sets forth recordkeeping requirements associated with fair-value determinations. The compliance date for Rule 2a-5 and Rule 31a-4 was September 8, 2022.

Effective September 8, 2022, and pursuant to the requirements of Rule 2a-5, the Trust’s Board of Trustees (the “Board”) designated the Adviser as the Board’s valuation designee to perform fair-value determinations for the Fund through a Fair Value Committee (the “Committee”) established by the Adviser and approved new Adviser Fair Value Procedures for the Fund. Prior to September 8, 2022, fair value determinations were performed in accordance with the Trust’s Fair Value Procedures established by the Fund’s Board and were implemented through 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.

 

10


THE ADVISORS’ INNER CIRCLE FUND III   CCT THEMATIC EQUITY FUND
  JANUARY 31, 2023
  (Unaudited)
        

 

 

The Fund uses Intercontinental Exchange Data Pricing & Reference Data, LLC (“ICE”) as a third party fair valuation vendor when the fair value trigger is met. ICE provides a fair value for foreign securities in the Fund based on certain factors and methodologies (involving, generally, tracking valuation correlations between the U.S. market and each non-U.S. security) applied by ICE in the event that there is a movement in the U.S. market that exceeds a specific threshold established by the Committee. The Committee establishes 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 ICE. In such event, it is not necessary to hold a Committee meeting. In the event that the Adviser believes that the fair values provided by ICE are not reliable, the Adviser contacts 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 owns securities is closed for one or more days, the Fund shall value all securities held in that corresponding currency based on the fair value prices provided by ICE using the predetermined confidence interval discussed above.

There were no securities in the Fund valued in accordance with fair value procedures as of January 31, 2023.

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

 

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THE ADVISORS’ INNER CIRCLE FUND III   CCT THEMATIC EQUITY FUND
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Level 3 — Prices, inputs or exotic modeling techniques which are both significant to the fair value measurement and unobservable (supported by little or no market activity).

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

For the period ended January 31, 2023, 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 (the “Code”), 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 period. 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 period ended January 31, 2023, the Fund did not have a liability for any unrecognized tax benefits. The Fund recognizes interest and penalties, if any, related to unrecognized tax benefits as income tax expense in the Statement of Operations. During the period ended January 31, 2023, the Fund did not incur any interest or penalties.

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. Dividend income is recorded net of unrecoverable withholding tax. Interest income is recognized on the accrual basis from settlement date. Certain dividends and expenses 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.

 

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THE ADVISORS’ INNER CIRCLE FUND III   CCT THEMATIC EQUITY FUND
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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.

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

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 basis of relative daily net assets.

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.

Cash and Cash Equivalents— 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.

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.

 

3.

Transactions with Affiliates:

Certain officers of the Trust are also employees of SEI Investments Global Funds Services (the “Administrator”), a wholly owned subsidiary of SEI Investments Company, and/or SEI

 

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THE ADVISORS’ INNER CIRCLE FUND III   CCT THEMATIC EQUITY FUND
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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.

 

4.

Administration, 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 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 period ended January 31, 2023, the Fund paid $53,809 for these services.

The Trust and SEI Investments Distribution Co. (the “Distributor”) are parties to a Distribution Agreement. The Distributor receives no fees under the agreement.

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.

Apex Group Ltd. serves as the transfer agent and dividend disbursing agent for the Fund under a transfer agency agreement with the Trust.

 

5.

Investment Advisory Agreement:

Under the terms of an investment advisory agreement, the Adviser provides investment advisory services to the Fund at a fee calculated at an annual rate of 0.50% of the Fund’s average daily net assets. As of January 31, 2023, the fees for these services were $156,233. The Adviser has contractually agreed to waive fees and/or to reimburse expenses to the extent necessary to keep Total Annual Fund Operating Expenses (excluding interest, taxes, brokerage commissions, 12b-1 Fees, Shareholder Servicing Fees, acquired fund fees and expenses, fees paid to third party tax reclaim recovery service providers and non-routine expenses (collectively, “excluded expenses”)) from exceeding 0.65% of the average daily net assets of the Fund’s Institutional Shares until November 30, 2023 (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 November 30, 2023.

 

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THE ADVISORS’ INNER CIRCLE FUND III   CCT THEMATIC EQUITY FUND
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As of January 31, 2023, the fees which were previously waived 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 to the Adviser were $240,380 expiring in 2024 and $173,634 expiring in 2025 and $103,596 expiring in 2026, respectively.

 

6.

Investment Transactions:

For the period ended January 31, 2023, the Fund made purchases of $8,843,501 and sales of $6,976,514 in investment securities, excluding in-kind transactions, long-term U.S. Government and short-term securities. For the period ended January 31, 2023, there were no purchases or sales of long-term U.S. Government securities.

 

7.

Federal Tax Information:

The amount and character of income and capital gain distributions to be paid, if any, are determined in accordance with Federal income tax regulations, which may differ from U.S. GAAP. As a result, net investment income (loss) and net realized gain/(loss) on investment transactions for a reporting period may differ significantly from distributions during the year. The book/tax differences may be temporary or permanent. To the extent these differences are permanent in nature, they are charged or credited to distributable earnings or paid-in capital as appropriate, in the period that the difference arises.

During the year ended July 31, 2022, the permanent differences in the components of distributable earnings primarily consist of foreign currency translations and reclassification of long term capital gain distribution on REITs. There were no permanent differences charged or credited to paid-in capital.

The tax character of dividends and distributions declared during the fiscal years ended were as follows (000):

 

          Long-Term     
       Ordinary Income              Capital Gain                            Total                 

2022

    $ 2,260       $       $ 2,260  

2021

     200               200  

 

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THE ADVISORS’ INNER CIRCLE FUND III   CCT THEMATIC EQUITY FUND
  JANUARY 31, 2023
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As of July 31, 2022, the components of Distributable Earnings on a tax basis were as follows (000):

 

Undistributed Ordinary Income

     $ 13     

Post October Losses

     (342)    

Unrealized Appreciation

     1,618     
  

 

 

 

Total Distributable Earnings

     $             1,289     
  

 

 

 

For Federal income tax purposes, the cost of securities owned at July 31, 2022 and net realized gains or losses on securities sold for the period were different from the amounts reported for financial reporting purposes. These differences were primarily due to wash sales, which cannot be used for Federal income tax purposes in the current period 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 January 31, 2023, were as follows (000):

 

                    Federal Tax  Cost                             Aggregate Gross    
Unrealized
Appreciation
        Aggregate Gross    
Unrealized
Depreciation
        Net Unrealized    
Appreciation
 
$ 56,510                     $ 11,528           $ (4,548)           $ 6,980        

 

8.

Concentration of Risks:

As with all mutual funds, there is no guarantee that the Fund will achieve its investment objective. You could lose money by investing in the Fund. A Fund share is not a bank deposit and it is not insured or guaranteed by the FDIC or any government agency. The principal risk factors affecting shareholders’ investments in the Fund are set forth below.

American Depositary Receipts Risk — ADRs are certificates evidencing ownership of shares of a foreign issuer that are issued by depositary banks and generally trade on an established market. ADRs are subject to many of the risks associated with investing directly in foreign securities, including, among other things, political, social and economic developments abroad, currency movements, inflation and different legal, regulatory and tax environments. Certain of the depositary receipts in which the Fund invests may be unsponsored depositary receipts. Unsponsored depositary receipts may not provide as much information about the underlying issuer and may not carry the same voting privileges as sponsored depositary receipts. Unsponsored depositary receipts are issued by one or more depositaries in response to market demand, but without a formal agreement with the company that issues the underlying securities.

Common Stock Risk — The prices of common stock may fall over short or extended periods of time. Common stock generally is subordinate to preferred stock and debt upon the liquidation or bankruptcy of the issuing company.

 

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THE ADVISORS’ INNER CIRCLE FUND III   CCT THEMATIC EQUITY FUND
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Equity Market Risk — The risk that stock prices will fall over short or extended periods of time, sometimes rapidly and unpredictably. The value of equity securities will fluctuate in response to factors affecting a particular company, as well as broader market and economic conditions. Broad movements in financial markets may adversely affect the price of the Fund’s investments, regardless of how well the companies in which the Fund invests perform. In addition, the impact of any epidemic, pandemic or natural disaster, or widespread fear that such events may occur, could negatively affect the global economy, as well as the economies of individual countries, the financial performance of individual companies and sectors, and the markets in general in significant and unforeseen ways. Any such impact could adversely affect the prices and liquidity of the securities and other instruments in which the Fund invests, which in turn could negatively impact the Fund’s performance and cause losses on your investment in the Fund. Moreover, in the event of a company’s bankruptcy, claims of certain creditors, including bondholders, will have priority over claims of common stock holders such as the Fund.

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, in which case the dollar value of an investment in the Fund would be adversely affected.

Foreign Investment Risk — The risk that non-U.S. securities may be subject to additional risks due to, among other things, political, social and economic developments abroad, currency movements, inflation and different legal, regulatory and tax environments. In addition, periodic U.S. Government restrictions on investments in issuers from certain foreign countries may require the Fund to sell such investments at inopportune times, which could result in losses to the Fund.

Large Capitalization Risk — The risk that larger, more established companies may be unable to respond quickly to new competitive challenges such as changes in technology and consumer tastes. Larger companies also may not be able to attain the high growth rates of successful smaller companies.

Management Risk — The value of the Fund may decline if the Adviser’s judgments about the attractiveness, relative value or potential appreciation of a particular security or strategy prove to be incorrect.

REITs Risk — REITs are trusts that invest primarily in commercial real estate or real estate-related loans. The Fund’s investments in REITs are subject to the risks associated with the direct ownership of real estate. Securities of companies principally engaged in the real estate industry may be subject to the risks associated with the direct ownership of real estate. Risks commonly associated with the direct ownership of real estate include fluctuations in the value of underlying properties, defaults by borrowers or tenants, changes in interest rates and risks related to general or local economic conditions. The Fund’s investments are concentrated

 

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THE ADVISORS’ INNER CIRCLE FUND III   CCT THEMATIC EQUITY FUND
  JANUARY 31, 2023
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in issuers conducting business in the real estate industry, and therefore the Fund is subject to risks associated with legislative or regulatory changes, adverse market conditions and/or increased competition affecting that industry.

Some REITs may have limited diversification and may be subject to risks inherent in financing a limited number of properties.

Sector Risk — The risk that from time to time, based on market or economic conditions, the Fund may have significant positions in one or more sectors of the market. To the extent the Fund invests more heavily in particular sectors, its performance will be especially sensitive to developments that significantly affect those sectors. Individual sectors may be more volatile, and may perform differently, than the broader market. The industries that constitute a sector may all react in the same way to economic, political or regulatory events.

Small and Medium Capitalization Companies Risk — The risk that small and medium capitalization companies in which the Fund may invest may be more vulnerable to adverse business or economic events than larger, more established companies. In particular, small and medium capitalization companies may have limited product lines, markets and financial resources and may depend upon a relatively small management group. Therefore, small capitalization and medium capitalization stocks may be more volatile than those of larger companies. Small capitalization and medium capitalization stocks may be traded over-the-counter or listed on an exchange.

Thematic Investing Strategy Risk — The Adviser manages the Fund’s assets pursuant to its proprietary Thematic-focused investment strategy.

The Adviser uses a thematic investing approach to manage the Fund’s assets. Thematic investing involves capitalizing on what the Adviser believes to be powerful trends, disruptive ideas, innovations and economic forces that are secular (i.e., long-term and persisting regardless of macroeconomic cycles) and are reshaping the world (“Themes”). Examples of Themes include:

 

   

The Advent of Molecular Medicine. The Adviser believes that breakthroughs in the science relating to human genomes, including genomic sequencing technology, clinical knowledge, and data analytics, have the opportunity to deliver novel treatments and diagnostics and change the practice of medicine.

 

   

Next-Generation Automation. The Adviser believes that new industries such as retail, food service and healthcare are adopting automation technologies, which may lead to improved productivity, shifts in retail supply chains, and growing end markets for industrial equipment and technology components.

The value of the Fund may decline if, among other reasons, Themes beneficial to the Fund do not develop as anticipated or maintain over time, companies selected by the Adviser

 

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THE ADVISORS’ INNER CIRCLE FUND III   CCT THEMATIC EQUITY FUND
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for inclusion in the Fund’s portfolio as a result of Thematic analysis do not perform as anticipated, the Adviser fails to identify or declines to include in the Fund’s portfolio profitable companies that would have been beneficial to a Theme, or other investment strategies generally outperform Thematic investing based on a variety of factors.

 

9.

Other:

At January 31, 2023, 99% of the total shares outstanding were held by two record shareholders owning 10% or greater of the aggregate total shares outstanding. The shareholders are comprised of omnibus accounts that were held on behalf of various individual shareholders. Clients and employees of Chevy Chase Trust Company may invest in the Fund on the same terms as other investors. In addition, securities in the Fund may trade at different times than the same securities are traded in Chevy Chase Trust Company accounts outside the Fund for the same investors.

 

10.

 Indemnifications:

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

 

11.

 Subsequent Events:

The Fund has evaluated the need for additional disclosures and/or adjustments resulting from subsequent events through the date the financial statements were issued. Based on this evaluation, no additional disclosures and/or adjustments were required to the financial statements as of January 31, 2023.

 

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THE ADVISORS’ INNER CIRCLE FUND III   CCT THEMATIC EQUITY FUND
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DISCLOSURE OF FUND EXPENSES

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 August 1, 2022 to January 31, 2023.

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

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

You can use this information, together with the actual amount you invested in the Fund, to estimate the expenses you paid over that period. Simply divide your 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.

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.

 

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THE ADVISORS’ INNER CIRCLE FUND III   CCT THEMATIC EQUITY FUND
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DISCLOSURE OF FUND EXPENSES - CONTINUED

 

      Beginning
Account
Value 8/01/22
   Ending
Account Value
1/31/23
   Annualized
Expense
Ratios
  Expenses  
Paid During  
Period*   

Institutional Class Shares

                                  

Actual Fund Return

   $     1,000.00      $     1,064.20        0.65   $     3.38      

Hypothetical 5% Return

     1,000.00        1,021.93        0.65       3.31  

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

 

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THE ADVISORS’ INNER CIRCLE FUND III   CCT THEMATIC EQUITY FUND
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APPROVAL OF INVESTMENT ADVISORY AGREEMENT

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 14-15, 2022 to decide whether to renew the Agreement for an additional one-year term. In preparation for the meeting, the Trustees requested that the Adviser furnish information necessary to evaluate the terms of the Agreement. Prior to the meeting, the Independent Trustees of the Fund met to review and discuss the information provided and submitted a request for additional information to the Adviser, and information was provided in response to this request. The Trustees used this information, as well as other information that the Adviser and other service providers of the Fund presented or submitted to the Board at the meeting and other meetings held during the prior year, to help them decide whether to renew the Agreement for an additional year.

Specifically, the Board requested and received written materials from the Adviser and other service providers of the Fund regarding: (i) the nature, extent and quality of the Adviser’s services; (ii) the Adviser’s investment management personnel; (iii) the Adviser’s operations and financial condition; (iv) the Adviser’s brokerage practices (including any soft dollar arrangements) and investment strategies; (v) the Fund’s advisory fee paid to the Adviser and overall fees and operating expenses compared with a peer group of 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 Board meeting to help the Trustees evaluate the Adviser’s services, fee and other aspects of the Agreement. The Independent Trustees received advice from independent counsel and met in executive sessions outside the presence of Fund management and the Adviser.

At the Board meeting, the Trustees, including all of the Independent Trustees, based on their evaluation of the information provided by the Adviser and other service providers of the Fund, renewed the Agreement. In considering the renewal of the Agreement, the Board

 

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THE ADVISORS’ INNER CIRCLE FUND III   CCT THEMATIC EQUITY FUND
  JANUARY 31, 2023
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APPROVAL OF INVESTMENT ADVISORY AGREEMENT

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 to be Provided by the Adviser

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

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

Investment Performance of the Fund and the Adviser

The Board was provided with regular reports regarding the Fund’s performance over various time periods. The Trustees also reviewed reports prepared by the Fund’s administrator comparing the Fund’s performance to its benchmark 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

 

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THE ADVISORS’ INNER CIRCLE FUND III   CCT THEMATIC EQUITY FUND
  JANUARY 31, 2023
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APPROVAL OF INVESTMENT ADVISORY AGREEMENT

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.

Costs of Advisory Services

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 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

 

24


THE ADVISORS’ INNER CIRCLE FUND III   CCT THEMATIC EQUITY FUND
  JANUARY 31, 2023
      (Unaudited)
        

 

 

APPROVAL OF INVESTMENT ADVISORY AGREEMENT

judgment, the Board, including all of the Independent Trustees, with the assistance of Fund counsel and Independent Trustees’ counsel, unanimously concluded that the terms of the Agreement, including the fees payable thereunder, were fair and reasonable and agreed to renew the Agreement for another year. In its deliberations, the Board did not identify any absence of information as material to its decision, or any particular factor (or conclusion with respect thereto) or single piece of information that was all-important, controlling or determinative of its decision, but considered all of the factors together, and each Trustee may have attributed different weights to the various factors (and conclusions with respect thereto) and information.

 

25


CCT Thematic Equity Fund

P.O. Box 588

Portland, ME 04112

1-888-288-0002

Investment Adviser:

Chevy Chase Trust Company

7501 Wisconsin Avenue, 1500W,

Bethesda, MD 20814

Administrator:

SEI Investments Global Funds Services

One Freedom Valley Drive

Oaks, PA 19456

Distributor:

SEI Investments Distribution Co.

One Freedom Valley Drive

Oaks, PA 19456

Legal Counsel:

Morgan, Lewis & Bockius LLP

1701 Market Street

Philadelphia, PA 19103

Independent Registered Public Accounting Firm:

Deloitte & Touche LLP

1700 Market Street

Philadelphia, PA 19103

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

CCT-SA-001-0300


Item 2. Code of Ethics.

Not applicable for semi-annual report.

Item 3. Audit Committee Financial Expert.

Not applicable for semi-annual report.

Item 4. Principal Accountant Fees and Services.

Not applicable for semi-annual report.

Item 5. Audit Committee of Listed Registrants.

Not applicable to open-end management investment companies.

Item 6. Schedule of Investments.

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

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

Not applicable to open-end management investment companies.

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

Not applicable to open-end management investment companies.

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

Not applicable to open-end management investment companies.

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

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

Item 11. Controls and Procedures.

(a) The Registrant’s principal executive and principal financial officers, or persons performing similar functions, have concluded that the Registrant’s disclosure controls and procedures, as defined in Rule 30a-3(c) under the Act (17 CFR § 270.30a-3(c)), as of a date within 90 days of the filing date of the report, are effective based on the evaluation of these controls and procedures required by Rule 30a-3(b) under the Act (17 CFR § 270.30a-3(b)) and Rule 13a-15(b) or Rule 15d-15(b) under the Securities Exchange Act of 1934 (the “Exchange Act”) (17 CFR § 240.13a-15(b) or 240.15d-15(b)).


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

Items 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) Not applicable for semi-annual reports.

(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: April 6, 2023         

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

 

By (Signature and Title)*   

/s/ Michael Beattie

  
      Michael Beattie, President   
Date: April 6, 2023         
By (Signature and Title)*      

/s/ Andrew Metzger

  
      Andrew Metzger,                
      Treasurer, Controller, and CFO   
Date: April 6, 2023         

 

*

Print the name and title of each signing officer under his or her signature.