N-CSR 1 d463563dncsr.htm KBI GLOBAL INVESTORS AQUARIUS FUND KBI Global Investors Aquarius Fund

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: July 31, 2023

Date of reporting period: July 31, 2023


Item 1. Reports to Stockholders.

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


The Advisors’ Inner Circle Fund III

 

LOGO

KBI Global Investors Aquarius Fund

 

ANNUAL REPORT      JULY 31, 2023  

 

Investment Adviser:
KBI Global Investors (North America) Ltd.


THE ADVISORS’ INNER CIRCLE FUND III      KBI GLOBAL INVESTORS  
     AQUARIUS FUND  
     JULY 31, 2023  
          

 

TABLE OF CONTENTS

 

 

Letter to Shareholders

     1  

Schedule of Investments

     6  

Statement of Assets and Liabilities

     9  

Statement of Operations

     10  

Statements of Changes in Net Assets

     11  

Financial Highlights

     12  

Notes to Financial Statements

     13  

Report of Independent Registered Public Accounting Firm

     27  

Disclosure of Fund Expenses

     29  

Review of Liquidity Risk Management Program

     31  

Trustees and Officers of The Advisors’ Inner Circle Fund III

     32  

Notice to Shareholders

     40  

 

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 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 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 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 1-833-658-4739; and (ii) on the SEC’s website at http://www.sec.gov.


THE ADVISORS’ INNER CIRCLE FUND III      KBI GLOBAL INVESTORS  
     AQUARIUS FUND  
     JULY 31, 2023  
      

 

(Unaudited)

 

 

 

 

Dear Shareholders,

We are pleased to provide the 2022/2023 financial report for the KBI Global Investors Aquarius Fund (the “Fund”) for the year ended to July 31st, 2023. The period began positively for the strategy, encountering a strong rebound after a weak June as sentiment in markets flipped, with the anticipation that peak inflation may be behind us. This prompted a rotation from defensive names, into their more cyclical counterparts. In August the strategy gave up some ground and recession fears were front and centre, not helped by a hawkish tone by the Fed, and concern regarding the implications of a potential gas supply shut-off to Europe by Russia, with volatility continuing into September. October brought a reversal of September’s weakness, with a strong market return and long-term interest rates coming down. Earnings season also kicked off, which shifted the market from macro-mode back to micro, where we saw that demand in most end markets remained resilient. December was a month of two halves, with the market moving side-ways for much of the first half, followed by a swing in sentiment to more risk-off to the end of the calendar year. The new year heralded a more hopeful and optimistic view on the trajectory of the interest rate cycle in the US and the potential for a soft landing. This momentum stalled in February as the market digested mixed inflation data and signalling from central banks. March was another dynamic month, with the main driver being bank bailouts in the US. In quarter two, the strategy struggled versus the broader market for much of the quarter given the narrowness of what performed best, namely mega-cap technology stocks, and consumer discretionary stocks, both areas the strategy is underexposed to. The more broad-based strength we saw in June in markets continued into July. Better than expected inflation numbers in the US and UK saw interest rate sensitive names rally, amid hope that the rising interest rate cycle may be coming to an end.

The strategy remains balanced and well diversified both from an end market and geographic perspective. We are comfortable with our exposures and our perspective of the resilient earnings profile of the portfolio, given the potential for economic weaknesses. Earnings believability is a key focus, and we prefer companies where we feel demand may prove more resilient, either due to their exposure to Infrastructure stimulus spending in the US, large backlogs, or due to their break-and-fix orientation. We also prefer more defensive-type business models like regulated utilities, which tend to be monopolies,

 

1


THE ADVISORS’ INNER CIRCLE FUND III      KBI GLOBAL INVESTORS  
     AQUARIUS FUND  
     JULY 31, 2023  
      

 

(Unaudited)

 

 

 

 

or non-regulated utilities like Veolia that operate long term concession type agreements. Companies that we own in the technology space tend to be high quality with a high percentage of their revenues coming from recurring revenue activities. Our exposure to more cyclical end markets like industrial is low and we have been diligent about diversifying our exposure to private construction markets, doing this by owning several different market leading, high-quality names that tend to be more repair and replacement oriented as opposed to new build. Finally, there are reasons to believe that China may be emerging from a period of covid-lockdown related weakness and that the government will prioritise stabilising the economy and the property market. We remain focused on earnings risk and downside protection as we opportunistically take advantage of market volatility. We expect the long-term superior earnings growth experienced by the Water strategy to continue, with our expectations for earnings growth in 2023 currently ahead of the expected earnings growth for the broad equity market.

Fund performance over the period was positive, returning 12.16% (net of fees), slightly underperforming the MSCI AC World Index (NR) return of 12.91%. The fund continues to outperform over the longer time periods, including since its inception in 2018.

Looking to the future, the strategy has access to attractive investment themes of infrastructure spending, natural resource scarcity, demographic shifts, and climate change. The long-term drivers behind the water strategy continue with strong tailwinds, these can be broadly classified as: Population growth, Urbanization, Industrialization, Increasing regulation, and Infrastructure rehabilitation. In addition, because the supply of water on earth is constant or arguably declining due to pollution and aquifer depletion – and demand for water grows at approximately twice the rate of population growth, the supply/ demand outlook continues to expand. As a result, the investment thesis behind investing in companies providing solutions to global water problems becomes stronger over time. Participating in the water investment theme covers a broad range of business models and geographies, leading to a well-diversified portfolio. The reason for this is due to the importance of water in the global economy.

 

2


THE ADVISORS’ INNER CIRCLE FUND III      KBI GLOBAL INVESTORS  
     AQUARIUS FUND  
     JULY 31, 2023  
      

 

(Unaudited)

 

 

 

 

Thank you for your investment in the Fund and look forward to helping you achieve your investment goals in the future.

Noel O’Halloran

Chief Investment Officer

This commentary represents the manager’s opinion. It should not be regarded as investment advice or recommendation of specific securities.

There are risks involved with investing, including possible loss of principal. Past performance is no guarantee of future results.

Definition of Comparative Index

The MSCI All Country World Index (NR) is a free float – adjusted market capitalization weighted index that is designed to measure the equity market performance of developed and emerging market countries.

 

3


THE ADVISORS’ INNER CIRCLE FUND III      KBI GLOBAL INVESTORS  
     AQUARIUS FUND  
     JULY 31, 2023  
      

 

(Unaudited)

 

 

 

 

Growth of a $100,000 Investment

 

LOGO

 

*

The Fund commenced operations on October 12, 2018.

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 performance data quoted represents past performance. Past performance does not guarantee future results. The investment return and principal value of an investment will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost, and current performance may be higher or lower than the performance quoted. The Fund’s performance assumes the reinvestment of all dividends and all capital gains. Index returns assume reinvestment of dividends but, unlike a fund’s returns, do not reflect the deduction of any fees or expenses. If such fees and expenses were included in the index returns the performance would have been lower. Please note that one cannot invest directly in an unmanaged index.

There are no assurances that the Fund will meet its stated objectives. The Fund’s holdings and allocations may change at any given time; they do not constitute, and should not be considered, recommendations to buy individual securities.

 

4


THE ADVISORS’ INNER CIRCLE FUND III      KBI GLOBAL INVESTORS  
     AQUARIUS FUND  
     JULY 31, 2023  
      

 

(Unaudited)

 

 

 

 

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 3.

 

5


THE ADVISORS’ INNER CIRCLE FUND III      KBI GLOBAL INVESTORS  
     AQUARIUS FUND  
     JULY 31, 2023  
          

 

 SECTOR WEIGHTINGS (Unaudited)

 

                

 

44.5% Industrials

 

           

 

35.1% Utilities

 

   

 

8.6% Information Technology

 

  

 

5.8% Health Care

 

 

4.2% Materials

 

 

1.8% Consumer Discretionary

† Percentages are based on total investments.

 

 SCHEDULE OF INVESTMENTS

 COMMON STOCK— 94.9%

 

 

      Shares        Value   

Austria — 1.3%

     

ANDRITZ

     18,882       $   997,767  
     

 

 

 

Brazil — 1.7%

     

Cia de Saneamento Basico do Estado de Sao Paulo SABESP ADR

     53,800        656,898  

Cia de Saneamento de Minas Gerais Copasa MG

     162,300        693,304  
     

 

 

 
        1,350,202  
     

 

 

 

Canada — 2.1%

     

Stantec

     24,129        1,634,035  
     

 

 

 

France — 6.2%

     

Veolia Environnement

     149,679        4,871,356  
     

 

 

 

Germany — 0.8%

     

Norma Group

     36,500        643,315  
     

 

 

 

Hong Kong — 3.2%

     

Beijing Enterprises Water Group

     2,261,355        550,921  

China Everbright Environment

     1,299,330        516,473  

China Water Affairs Group

     773,730        655,779  

Guangdong Investment

     879,125        759,761  
     

 

 

 
        2,482,934  
     

 

 

 

India — 0.7%

     

VA Tech Wabag *

     86,774        558,263  
     

 

 

 

Italy — 1.5%

     

Hera

     382,367        1,187,251  
     

 

 

 

Japan — 3.2%

     

Kubota

     66,800        1,006,942  

 

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

 

6


THE ADVISORS’ INNER CIRCLE FUND III      KBI GLOBAL INVESTORS  
     AQUARIUS FUND  
     JULY 31, 2023  
          

 

 

COMMON STOCK — continued

 

     
     Shares        Value    

Japan — continued

     

Kurita Water Industries

     37,410      $   1,501,238  
     

 

 

 
        2,508,180  
     

 

 

 

Mexico — 1.1%

     

Orbia Advance

       360,080        817,787  
     

 

 

 

Netherlands — 4.0%

     

Aalberts

     28,159        1,270,329  

Arcadis

     42,344        1,857,642  
     

 

 

 
        3,127,971  
     

 

 

 

South Korea — 1.7%

     

Coway

     41,511        1,335,230  
     

 

 

 

United Kingdom — 13.4%

     

Costain Group *

     441,310        282,611  

Halma

     74,397        2,134,876  

Pennon Group

     128,105        1,155,758  

Severn Trent

     68,249        2,236,983  

United Utilities Group

     267,878        3,434,377  

Weir Group

     45,068        1,061,329  
     

 

 

 
        10,305,934  
     

 

 

 

United States — 54.0%

     

A O Smith

     21,042        1,528,280  

Advanced Drainage Systems

     10,768        1,313,588  

AECOM

     32,483        2,826,021  

American Water Works

     21,542        3,175,937  

Consolidated Water

     16,665        325,967  

Core & Main, Cl A *

     62,311        1,969,651  

Danaher

     16,678        4,253,891  

Ecolab

     12,414        2,273,500  

Essential Utilities

     99,322        4,200,327  

Ferguson

     13,161        2,127,081  

Fortune Brands Innovations

     7,784        553,209  

IDEX

     10,142        2,290,165  

Itron*

     17,362        1,365,869  

Lindsay

     10,905        1,445,240  

Mueller Water Products, Cl A

     23,776        382,556  

Pentair

     33,356        2,318,242  

Roper Technologies

     5,706        2,813,343  

SJW Group

     19,324        1,361,569  

Tetra Tech

     10,904        1,845,066  

Xylem

     27,292        3,077,137  

 

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

 

7


THE ADVISORS’ INNER CIRCLE FUND III      KBI GLOBAL INVESTORS  
     AQUARIUS FUND  
     JULY 31, 2023  
          

 

 

COMMON STOCK — continued

 

     
     Shares      Value  

United States — continued

     

Zurn Elkay Water Solutions

         12,729        $  387,471  
     

 

 

 
        41,834,110  
     

 

 

 

TOTAL COMMON STOCK
(Cost $60,724,225)

     
        73,654,335  
     

 

 

 

TOTAL INVESTMENTS — 94.9%
(Cost $60,724,225)

        $ 73,654,335  
     

 

 

 

Percentages are based on Net Assets of $77,584,262.

 

*

Non-income producing security.

Cl — Class

ADR – American Depositary Receipt

As of July 31, 2023, all of the Fund’s investments in securities were considered Level 1, in accordance with the authoritative guidance on fair value measurements and disclosure under U.S. GAAP.

For more information on valuation inputs, see Note 2 – 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      KBI GLOBAL INVESTORS  
     AQUARIUS FUND  
     JULY 31, 2023  
      

 

 

STATEMENT OF ASSETS AND LIABILITIES

  

Assets:

  

Investments, at Value (Cost $60,724,225)

   $ 73,654,335   

Foreign Currency, at Value (Cost $48,130)

     48,155   

Cash

     3,104,665   

Receivable for Investment Securities Sold

     790,720   

Dividends and Interest Receivable

     215,595   

Reclaim Receivable

     156,899   

Receivable for Capital Shares Sold

     132,400   

Prepaid Expenses

     7,487   
  

 

 

 

Total Assets

     78,110,256   
  

 

 

 

Liabilities:

  

Payable for Investment Securities Purchased

     272,959   

Payable for Capital Shares Redeemed

     60,014   

Accrued Foreign Capital Gains Tax on Appreciated Securities

     45,562   

Professional Fees Payable

     42,964   

Due to Adviser

     36,315   

Due to Administrator

     8,493   

Chief Compliance Officer Fees Payable

     4,170   

Trustees Fees Payable

     36   

Other Accrued Expenses

     55,481   
  

 

 

 

Total Liabilities

     525,994   
  

 

 

 

Net Assets

   $   77,584,262   
  

 

 

 

Net Assets Consist of:

  

Paid-in Capital

   $ 62,329,530   

Distributable Earnings

     15,254,732   
  

 

 

 

Net Assets

   $ 77,584,262   
  

 

 

 

Net Asset Value, Offering and Redemption Price Per Share:*

  

Institutional Shares ($77,584,262 ÷ 6,459,267 shares)
(unlimited authorization — no par value)

   $ 12.01   
  

 

 

 

 

*

Redemption price may vary depending on length of time that shares are held.

 

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

 

9


THE ADVISORS’ INNER CIRCLE FUND III      KBI GLOBAL INVESTORS  
     AQUARIUS FUND  
     YEAR ENDED JULY 31, 2023  
      

 

 

 

 

 

STATEMENT OF OPERATIONS

  

Investment Income:

  

Dividend Income

   $ 1,580,805    

Interest Income

     102,488    

Less: Foreign Taxes Withheld

     (45,137)   
  

 

 

 

Total Investment Income

     1,638,156    
  

 

 

 

Expenses:

  

Investment Advisory Fees

     588,879    

Administration Fees

     99,999    

Trustees’ Fees

     21,406    

Chief Compliance Officer Fees

     6,689    

Professional Fees

     86,375    

Transfer Agent Fees

     28,642    

Printing Fees

     25,001    

Registration Fees

     21,242    

Custodian Fees

     15,312    

Other Expenses

     44,533    
  

 

 

 

Total Expenses

     938,078    
  

 

 

 

Less:

  

Waiver of Investment Advisory Fees

     (235,397)   
  

 

 

 

Net Expenses

     702,681    
  

 

 

 

Net Investment Income

     935,475    
  

 

 

 

Net Realized Gain/(Loss) on:

  

Investments

     2,526,424    

Foreign Currency Transactions

     15,236    
  

 

 

 

Net Realized Gain/(Loss)

     2,541,660    
  

 

 

 

Net Change in Unrealized Appreciation/(Depreciation) on:

  

Investments (Net of Increase (decrease) In Deferred Capital Gains Tax of $33,189)

     5,790,115    

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

     9,260    
  

 

 

 

Net Change In Unrealized Appreciation/(Depreciation)

     5,799,375    
  

 

 

 

Net Realized and Unrealized Gain

     8,341,035    
  

 

 

 

Net Increase in Net Assets Resulting from Operations

   $   9,276,510    
  

 

 

 

 

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

 

10


THE ADVISORS’ INNER CIRCLE FUND III      KBI GLOBAL INVESTORS  
     AQUARIUS FUND  
      
          

 

STATEMENTS OF CHANGES IN NET ASSETS

 

     Year Ended
July 31, 2023
    Year Ended
July 31, 2022
 
  

 

 

 

Operations:

    

Net Investment Income

   $ 935,475     $ 392,095  

Net Realized Gain/(Loss)

     2,541,660       37,617,607  

Net Change in Unrealized Appreciation (Depreciation)

     5,799,375       (39,412,386
  

 

 

 

Net Increase (Decrease) in Net Assets Resulting from Operations

     9,276,510       (1,402,684
  

 

 

 

Distributions:

    

Institutional Shares

     (5,068,408     (6,282,771
  

 

 

 

Total Distributions

     (5,068,408     (6,282,771
  

 

 

 

Capital Share Transactions:(1)

    

Institutional Shares

    

Issued

     21,021,000       13,324,574  

Reinvestment of Distributions

     4,730,887       5,174,359  

Redeemed

     (5,410,109     (140,345,503
  

 

 

 

Net Institutional Shares Share Transactions

     20,341,778       (121,846,570
  

 

 

 

Net Increase (Decrease) in Net Assets from Share Transactions

     20,341,778       (121,846,570
  

 

 

 

Total Increase (Decrease) in Net Assets

     24,549,880       (129,532,025
  

 

 

 

Net Assets:

    

Beginning of Year

     53,034,382       182,566,407  
  

 

 

 

End of Year

   $  77,584,262     $  53,034,382  
  

 

 

 

 

(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      KBI GLOBAL INVESTORS  
     AQUARIUS FUND  
      
          

 

FINANCIAL HIGHLIGHTS

 

Selected Per Share Data & Ratios

For a Share Outstanding

Throughout Each Year/Period

 

 

 

 

Institutional Shares    Year
Ended
July 31,
2023
     Year
Ended
July 31,
2022
     Year
Ended
July 31,
2021
     Year
Ended
July 31,
2020
     Period
Ended
July 31,
2019*
 

Net Asset Value, Beginning of Year/Period

   $ 11.53        $ 14.20        $ 10.55        $ 10.37        $ 10.00    
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Income (Loss) from Operations:

              

Net Investment Income(1)

     0.15          0.07          0.30          0.11          0.12    

Net Realized and Unrealized Gain (Loss)

     1.15          (1.12)          4.59          0.38          0.25    
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total from Operations

     1.30          (1.05)          4.89          0.49          0.37    
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Dividends and Distributions:

              

Net Investment Income

     (0.07)          (0.69)          (0.09)          (0.11)          (2)  

Net Realized Gain

     (0.75)          (0.93)          (1.15)          (0.20)           
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total Dividends and Distributions

     (0.82)          (1.62)          (1.24)          (0.31)           
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Net Asset Value, End of Year/Period

   $   12.01        $   11.53        $   14.20        $   10.55        $   10.37    
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total Return†

     12.16%        (8.61)%        46.86%        4.58%        3.75%  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Ratios and Supplemental Data

              

Net Assets, End of Year/Period (Thousands)

   $ 77,584        $ 53,034        $ 182,566        $ 120,937        $ 47,181    

Ratio of Expenses to Average Net Assets

     1.01%#        1.10%          1.10%          1.10%          1.10%**     

Ratio of Expenses to Average Net Assets (Excluding Waivers)

     1.35%          1.36%          1.13%          1.35%          1.82%**     

Ratio of Net Investment Income to Average Net Assets

     1.35%          0.56%          2.37%          1.04%          1.40%**     

Portfolio Turnover Rate

     39%          45%          36%          33%          33%***  

 

*

Commenced operations on October 12, 2018.

 

**

Annualized

 

***

Not Annualized

 

#

Expense ratio reflects a “blended” rate where the Institutional Shares previously operated at a higher rate prior to the updated investment advisory agreement (see Note 5). After the updated investment advisory agreement was in effect, the Institutional Shares operated at its current annualized rate of 1.00%.

 

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

 

(1)

Calculated using average shares.

 

(2)

Amount is less than $0.005 per share.

 

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

 

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THE ADVISORS’ INNER CIRCLE FUND III      KBI GLOBAL INVESTORS  
     AQUARIUS FUND  
     JULY 31, 2023  
          

 

 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 66 funds. The financial statements herein are those of the KBI Global Investors Aquarius Fund (the “Fund”). The investment objective of the Fund is to seek long-term total return, consisting of capital appreciation and income. The Fund is classified as a non-diversified investment company. KBI Global Investors (North America) Ltd. serves as the Fund’s investment adviser (the “Adviser”). The Fund currently offers Institutional Shares. Investor Shares of the Fund are currently not offered. The Fund commenced operations on October 12, 2018. 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. GAAP (“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 revenues and expenses 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 valuation date (or at approximately 4:00 pm Eastern Standard Time if a security’s primary exchange is normally open at that time), or, if there is no such reported sale on the valuation date, at the most recent quoted bid price. For securities traded on NASDAQ, the NASDAQ Official Closing Price will be used. If available, debt securities are priced based upon valuations provided by independent, third-party pricing agents. Such values generally reflect the last reported sales price if the security is actively traded. The third-party pricing agents may also value debt securities at an evaluated bid price by employing methodologies that utilize actual market transactions, broker

 

13


THE ADVISORS’ INNER CIRCLE FUND III      KBI GLOBAL INVESTORS  
     AQUARIUS FUND  
     JULY 31, 2023  
          

 

supplied valuations, or other methodologies designed to identify the market value for such securities. Such methodologies generally consider such factors as security prices, yields, maturities, call features, ratings and developments relating to specific securities in arriving at valuations. On the first day a new debt security purchase is recorded, if a price is not available on the automated pricing feeds from our primary and secondary pricing vendors nor is it available from an independent broker, the security may be valued at its purchase price. Each day thereafter, the debt security will be valued according to the Trust’s Fair Value Procedures until an independent source can be secured. Debt obligations with remaining maturities of sixty days or less may be valued at their amortized cost, which approximates market value provided that it is determined the amortized cost continues to approximate fair value. Should existing credit, liquidity or interest rate conditions in the relevant markets and issuer specific circumstances suggest that amortized cost does not approximate fair value, then the amortized cost method may not be used. The prices for foreign securities are reported in local currency and converted to U.S. dollars using currency exchange rates.

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

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

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

Some of the more common reasons that may necessitate that a security be valued using Fair Value Procedures include: the security’s trading has been halted or suspended; the security has been de-listed from a national exchange; the security’s primary trading market is temporarily closed at a time when under

 

14


THE ADVISORS’ INNER CIRCLE FUND III      KBI GLOBAL INVESTORS  
     AQUARIUS FUND  
     JULY 31, 2023  
          

 

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 Intercontinental Exchange Data Pricing & Reference Data, LLC (“ICE”) as a third party fair valuation vendor. ICE provides a fair value for foreign securities in the Fund based on certain factors and methodologies (involving, generally, tracking valuation correlations between the U.S. market and each non-U.S. security) applied by ICE in the event that there is a movement in the U.S. market that exceeds a specific threshold established by the Committee. The Committee establishes “confidence interval” which is used to determine the level of correlation between the value of a foreign security and movements in the U.S. market before a particular security is fair valued when the threshold is exceeded. In the event that the threshold established by the Committee is exceeded on a specific day, the Fund values its non-U.S. securities that exceed the applicable “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 the Administrator and can request that a meeting of the Committee be held. Such securities are classified as Level 2 in the fair value hierarchy. As of July 31, 2023, there were no fair valued securities.

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.

 

15


THE ADVISORS’ INNER CIRCLE FUND III      KBI GLOBAL INVESTORS  
     AQUARIUS FUND  
     JULY 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

 

   

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.

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 year. However, management’s conclusions regarding tax positions taken may be subject to review and adjustment at a later date based on factors including, but not limited to, examination by tax authorities (i.e., the last 3 open tax year ends and current tax year, as applicable), on-going analysis of and changes to tax laws, regulations and interpretations thereof.

 

16


THE ADVISORS’ INNER CIRCLE FUND III      KBI GLOBAL INVESTORS  
     AQUARIUS FUND  
     JULY 31, 2023  
          

 

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

Security Transactions and Investment Income — Security transactions are accounted for on the 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. Certain dividends from foreign securities will be recorded as soon as the Fund is informed of the dividend if such information is obtained subsequent to the ex-dividend date.

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

Forward Foreign Currency Contracts — The Fund may enter into forward foreign currency contracts to protect the value of securities held and related receivables and payables against changes in future foreign exchange rates. A forward currency contract is an agreement between two parties to buy and sell currency at a set price on a future date. The market value of the contract will fluctuate with changes in currency exchange rates. The contract is marked-to-market daily using the current forward rate and the change in market value is recorded by the Fund as unrealized gain or loss. The Fund recognizes realized gains or losses when the contract is closed, equal to the difference between the value of the

 

17


THE ADVISORS’ INNER CIRCLE FUND III      KBI GLOBAL INVESTORS  
     AQUARIUS FUND  
     JULY 31, 2023  
          

 

contract at the time it was opened and the value at the time it was closed. Any realized gain (loss) or unrealized appreciation (depreciation) during the year is presented on the Statement of Operations. Risks may arise from unanticipated movements in the value of a foreign currency relative to the U.S. dollar. Risks may also arise upon entering into these contracts from the potential inability of counterparties to meet the terms of their contracts and are generally limited to the amount of unrealized gain on the contracts at the date of default. As of July 31, 2023, the fund did not hold any forward foreign currency contracts.

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 — 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 the ex-dividend date.

Redemption Fees — The Fund retains a redemption fee of 2.00% on redemptions of capital shares held for less than 30 days. For the year ended July 31, 2023, the Fund did not retain any fees. Fees collected are retained by the Fund for the benefit of the remaining shareholders and are included in capital shares transactions in the Statement of Changes in Net Assets.

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 tax in the amount of $45,562 presented on the Statement of Assets and Liabilities.

3. Transactions with Affiliates:

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

 

18


THE ADVISORS’ INNER CIRCLE FUND III      KBI GLOBAL INVESTORS  
     AQUARIUS FUND  
     JULY 31, 2023  
          

 

The services provided by the (“CCO”) and his staff are paid for by the Trust, as incurred. The services include regulatory oversight of the Trust’s advisers and service providers as required by SEC regulations. The CCO’s services and fees have been approved by and are reviewed by the Board.

4. Administration, Distribution, Shareholder Servicing, Custodian and Transfer Agent Agreements:

The Fund and the Administrator are parties to an Administration Agreement under which the Administrator provides administration services to the Fund. For these services, the Administrator is paid an asset-based fee, subject to certain minimums, which will vary depending on the number of share classes and the average daily net assets of the Fund. For the year ended July 31, 2023, the Fund paid $99,999 for these services.

The Fund has adopted a shareholder servicing plan (the “Service Plan”) under which a shareholder servicing fee of up to 0.25% of average daily net assets of Investor Shares of the Fund will be paid to other service providers. Under the Service Plan, other service providers may perform, or may compensate other service providers for performing certain shareholder and administrative services. As of July 31, 2023, Investor Shares of the Fund are not available for purchase.

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.

Atlantic Fund Services, LLC, 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 each of the Fund’s share classes at a fee calculated at an annual rate of 0.85% of each of the Fund’s share class’s average daily net assets. The Adviser has contractually agreed to waive fees and reimburse expenses to the extent necessary to keep Total Annual Fund Operating Expenses (excluding interest, taxes, brokerage commissions, research, 12b-1 Fees, acquired fund fees and expenses and non-routine expenses (collectively, “excluded expenses”)) from exceeding 1.00% of the average daily net assets of each of the Fund’s share classes until November 30, 2023 (the “contractual expense limit”).Prior to September 30, 2022, the contractual expense limit was 1.10%. In addition, the Adviser may receive from the Fund the difference between the Total Annual Fund Operating Expenses (not including excluded expenses) and the contractual expense limit to recoup all or a portion of its prior fee waivers or expense reimbursements made during the three-year period preceding the date of

 

19


THE ADVISORS’ INNER CIRCLE FUND III      KBI GLOBAL INVESTORS  
     AQUARIUS FUND  
     JULY 31, 2023  
          

 

the recoupment if at any point Total Annual Fund Operating Expenses (not including excluded expenses) are below the contractual expense limit (i) at the time of the fee waiver and/or expense reimbursement and (ii) at the time of the recoupment. As of July 31, 2023, the fees which were previously waived and reimbursed to the Fund by the Adviser which may be subject to possible future reimbursement to the Adviser were $50,105 expiring in 2024 and $183,460 expiring in 2025 and $235,397 expiring in 2026.

6. Investment Transactions:

The cost of security purchases and the proceeds from security sales other than long-term U.S. Government and short-term securities, for the year ended July 31, 2023, were as follows:

 

     Purchases     Sales and
Maturities
 
    $   40,704,702       $   25,879,498   

For the year ended July 31, 2023, there were no purchases or sales of long-term U.S. Government securities.

7. Share Transactions:

 

     Year
Ended
July 31,
2023
    Year
Ended
July 31,
2022
 

Share Transactions:

    

Institutional Shares

    

Issued

     1,901,641       1,046,893  

Reinvested

     441,149       388,292  

Redeemed

     (484,736     (9,693,075)  
  

 

 

 

Net Share Transactions

     1,858,054       (8,257,890)  
  

 

 

 

8. Federal Tax Information:

The amount and character of income and capital gain distributions to be paid, if any, are determined in accordance with Federal income tax regulations, which may differ from U.S. GAAP. As a result, net investment income (loss) and net realized gain (loss) on investment transactions for a reporting period may differ significantly from distributions during such period. These book/tax differences may be temporary or permanent. The permanent differences consist of reclassification of foreign currency gain/(loss). There are no permanent differences that are credited or charged to Paid-in Capital and Distributable Earnings as of July 31, 2023.

 

20


THE ADVISORS’ INNER CIRCLE FUND III      KBI GLOBAL INVESTORS  
     AQUARIUS FUND  
     JULY 31, 2023  
          

 

The tax character of dividends and distributions declared during the fiscal year was as follows:

 

     Ordinary Income      Long-Term
Capital Gain
     Total  
2023    $ 592,902      $ 4,475,506      $ 5,068,408  
2022      3,097,861        3,184,910        6,282,771  

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

 

Undistributed Ordinary Income

   $ 1,403,745   

Undistributed Long-Term Capital Gains

     1,375,922   

Unrealized Appreciation

     12,475,065   
  

 

 

 

Total Net Distributable Earnings

   $   15,254,732   
  

 

 

 

For Federal income tax purposes the difference between Federal tax cost and book cost primarily relates to wash sales 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 by the Fund at July 31, 2023, were as follows:

 

Federal

Tax Cost

 

Aggregate Gross

Unrealized

Appreciation

 

Aggregate Gross

Unrealized

Depreciation

 

Net Unrealized

Appreciation

$61,133,657   $15,508,322   $(2,987,695)   $12,520,627

9. 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 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. 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.

 

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THE ADVISORS’ INNER CIRCLE FUND III      KBI GLOBAL INVESTORS  
     AQUARIUS FUND  
     JULY 31, 2023  
          

 

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.

Sector Emphasis Risk — The securities of companies in the same business sector, if comprising a significant portion of the Fund’s portfolio, may in some circumstances react negatively to market conditions, interest rates and economic, regulatory or financial developments and adversely affect the value of the portfolio to a greater extent than if such securities comprised a lesser portion of the Fund’s portfolio or the Fund’s portfolio was diversified across a greater number of industry sectors.

Water-Related Resource Sector Risk — The Fund’s investments in the water-related resource sector may underperform relative to the general market, returns on investments in other sectors or fixed-income securities. The water-related resource sector can be significantly affected by climactic, environmental and political events which could impact water consumption and conservation. Furthermore, because the Fund will focus its investments in the water-related resource sector, economic downturns and global and domestic events affecting the water-related resource sector will have a greater impact on the Fund than would be the case if the Fund’s investments were more diversified. These events may include governmental regulation and institutional change, inflation, an increase in the cost of raw materials, an increase in interest rates, technological advances, changes in consumer sentiment and spending and changes in government spending.

Industrials Industry Risk — Stock prices for the types of companies included in the industrials industry are affected by supply and demand both for their specific product or service and for industrial industry products in general. Government regulation, world events and economic conditions, technological developments and liabilities for environmental damage and general civil liabilities, among other factors, will likewise affect the performance of these companies.

Utilities Industry Risk — Stock prices for companies in the utilities industry are affected by supply and demand, operating costs, governmental regulation, taxes, environmental factors, liabilities for environmental damage and general civil liabilities, and rate caps or rate changes. Utility companies also are vulnerable to natural disasters, terrorist attacks, government intervention or other factors may render a utility company’s equipment unusable or obsolete and negatively impact profitability. Among the risks that may affect utility companies are the following:

 

22


THE ADVISORS’ INNER CIRCLE FUND III      KBI GLOBAL INVESTORS  
     AQUARIUS FUND  
     JULY 31, 2023  
          

 

risks of increases in fuel and other operating costs; the high cost of borrowing to finance capital construction during inflationary periods; restrictions on operations and increased costs and delays associated with compliance with federal and state safety regulations; and the effects of energy conservation and regulatory changes.

Liquidity Risk — Liquidity risk is the risk that, due to certain investments trading in lower volumes or to market and economic conditions, the Fund may be unable to find a buyer for its investments when it seeks to sell them or to receive the price it expects based on the Fund’s valuation of the investments. Events that may lead to increased redemptions, such as market disruptions, may also negatively impact the liquidity of the Fund’s investments when it needs to dispose of them. If the Fund is forced to sell its investments at an unfavorable time and/or under adverse conditions in order to meet redemption requests, such sales could negatively affect the Fund. Liquidity issues may also make it difficult to value the Fund’s investments.

Geographic Focus Risk — To the extent that it focuses its investments in a particular country or region, the Fund may be more susceptible to economic, political, regulatory or other events or conditions affecting issuers and countries within that country or 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.

Non-Diversified Risk — The Fund is non-diversified, which means that it may invest in the securities of relatively few issuers. As a result, the Fund may be more susceptible to a single adverse economic or political occurrence affecting one or more of these issuers and may experience increased volatility due to its investments in those securities. If the securities in which the Fund invests perform poorly, the Fund could incur greater losses than it would have had it invested in a greater number of securities. However, the Fund intends to satisfy the asset diversification requirements for qualification as a regulated investment company (“RIC”) under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”).

Foreign Investment/Emerging Markets Risk — The securities of foreign issuers may be less liquid and more volatile than securities of comparable U.S. issuers. The costs associated with securities transactions are often higher in foreign countries than in the U.S. Additionally, investments in foreign securities, even those publicly traded in the United States, may involve risks which are in addition to those inherent in domestic investments. Foreign companies may not be subject to the same regulatory requirements of U.S. companies, and as a consequence, there may be less publicly available information about such companies. Foreign companies may be subject to significantly higher levels of taxation than U.S. companies, including potentially confiscatory levels of taxation, thereby reducing the earnings potential of such foreign companies. Substantial withholding taxes may apply to distributions from foreign companies. Also, foreign companies may not be subject to uniform accounting, auditing, and financial reporting standards and requirements

 

23


THE ADVISORS’ INNER CIRCLE FUND III      KBI GLOBAL INVESTORS  
     AQUARIUS FUND  
     JULY 31, 2023  
          

 

comparable to those applicable to U.S. companies. Foreign governments and foreign economies often are less stable than the U.S. Government and the U.S. economy. The risks associated with international investing will be greater in emerging markets than in more developed foreign markets because, among other things, emerging markets may have less stable political and economic environments.

Depositary Receipts Risk — Depositary receipts, such as ADRs and GDRs, are certificates evidencing ownership of shares of a foreign issuer that are issued by depositary banks and generally trade on an established market. Depositary receipts 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 and different legal, regulatory and tax environments.

Management Risk — The success of the Fund’s strategy is dependent on the Adviser’s ability and its stock selection process to correctly identify the Fund’s investments. The portfolio securities selected by the Adviser may decline in value or not increase in value when the stock market in general is rising, in which case the Fund could experience losses regardless of the overall performance of the U.S. equity market.

Value Style Risk — Value investing focuses on companies with stocks that appear undervalued in light of factors such as the company’s earnings, book value, revenues or cash flow. If the Adviser’s assessment of market conditions, or a company’s value or prospects for exceeding earnings expectations, is wrong, the Fund could suffer losses or produce poor performance relative to other funds.

Growth Style Risk — The Adviser utilizes 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 relative earnings growth and which, therefore, may experience above-average increases in stock prices. Over time, a relative growth investing style may go in and out of favor, causing the Fund to sometimes underperform other equity funds that use differing investing styles.

Currency Risk — As a result of the Fund’s investments in securities or other investments denominated in, and/or receiving revenues in, foreign currencies, the Fund will be subject to currency risk. Currency risk is the risk that foreign currencies will decline in value relative to the U.S. dollar or, in the case of hedging positions, that the U.S. dollar will decline in value relative to the currency hedged. In either event, the dollar value of an investment in the Fund would be adversely affected. Currency exchange rates may fluctuate in response to, among other things, changes in interest rates, intervention (or failure to intervene) by U.S. or foreign governments, central banks or supranational entities, or by the imposition of currency controls or other political developments in the United States or abroad.

 

24


THE ADVISORS’ INNER CIRCLE FUND III      KBI GLOBAL INVESTORS  
     AQUARIUS FUND  
     JULY 31, 2023  
          

 

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.

Money Market Instruments Risk — The value of money market instruments may be affected by changing interest rates and by changes in the credit ratings of the investments. An investment in a money market fund is not a bank deposit and is not insured or guaranteed by any bank, the FDIC (Federal Deposit Insurance Corporation) or any other government agency. A money market fund’s sponsor has no legal obligation to provide financial support to the fund, and there should be no expectation that the sponsor will provide financial support to the fund at any time. Certain money market funds float their net asset value while others seek to preserve the value of investments at a stable net asset value (typically, $1.00 per share). An investment in a money market fund, even an investment in a fund seeking to maintain a stable net asset value per share, is not guaranteed and it is possible for the Fund to lose money by investing in these and other types of money market funds. If the liquidity of a money market fund’s portfolio deteriorates below certain levels, the money market fund may suspend redemptions (i.e., impose a redemption gate) and thereby prevent the Fund from selling its investment in the money market fund or impose a fee of up to 2% on amounts the Fund redeems from the money market fund (i.e., impose a liquidity fee). These measures may result in an investment loss or prohibit the Fund from redeeming shares when the Adviser would otherwise redeem shares. Money market funds and the securities they invest in are subject to comprehensive regulations. The enactment of new legislation or regulations, as well as changes in interpretation and enforcement of current laws, may affect the manner of operation, performance and/or yield of money market funds.

10. Concentration Of Shareholder:

At July 31, 2023, 94% of Institutional Class Shares outstanding were held by three record shareholders owning 10% or greater of the aggregate total shares outstanding. These shareholders are comprised of an omnibus account that was held on behalf of various individual shareholders.

11. 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 claims is considered remote.

 

25


THE ADVISORS’ INNER CIRCLE FUND III      KBI GLOBAL INVESTORS  
     AQUARIUS FUND  
     JULY 31, 2023  
          

 

12. Subsequent Events:

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

 

26


THE ADVISORS’ INNER CIRCLE FUND III      KBI GLOBAL INVESTORS  
     AQUARIUS FUND  
     JULY 31, 2023  
          

 

 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Trustees of The Advisors’ Inner Circle Fund III and

Shareholders of KBI Global Investors Aquarius Fund

Opinion on the Financial Statements

We have audited the accompanying statement of assets and liabilities of KBI Global Investors Aquarius Fund (the “Fund”) (one of the series constituting The Advisors’ Inner Circle Fund III (the “Trust”)), including the schedule of investments, as of July 31, 2023, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, the financial highlights for each of the four years in the period then ended and the period from October 12, 2018 (commencement of operations) through July 31, 2019 and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Fund (one of the series constituting The Advisors’ Inner Circle Fund III) at July 31, 2023, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and its financial highlights for each of the four years in the period then ended and the period from October 12, 2018 (commencement of operations) through July 31, 2019, in conformity with U.S. generally accepted accounting principles.

Basis for Opinion

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

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

 

27


THE ADVISORS’ INNER CIRCLE FUND III      KBI GLOBAL INVESTORS  
     AQUARIUS FUND  
     JULY 31, 2023  
          

 

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of July 31, 2023, by correspondence with the custodian and brokers. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

 

LOGO

We have served as the auditor of one or more KBI Global Investors (North America) Ltd. investment companies since 2019.

Philadelphia, Pennsylvania

September 28, 2023

 

28


THE ADVISORS’ INNER CIRCLE FUND III      KBI GLOBAL INVESTORS  
     AQUARIUS FUND  
     JULY 31, 2023  
          

 

 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 February 1, 2023 to July 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 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 “Expense Paid During Period” column with those that appear in the same charts in the shareholder reports for other mutual funds.

 

29


THE ADVISORS’ INNER CIRCLE FUND III      KBI GLOBAL INVESTORS  
     AQUARIUS FUND  
     JULY 31, 2023  
          

 

 

 

 DISCLOSURE OF FUND EXPENSES (Unaudited) - concluded

 

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
2/01/23
     Ending
Account
Value
7/31/23
     Annualized
Expense
Ratios
     Expenses
Paid During
Period*
 

Actual Fund Return

           

Institutional Shares Shares

   $ 1,000.00      $  1,062.80        1.00%       $ 5.11   

Hypothetical 5% Return

           

Institutional Shares Shares

   $ 1,000.00      $  1,019.84        1.00%       $ 5.01   

* Expenses are equal to the Fund’s annualized expense ratio multiplied by the average account value over the period, multiplied by 181/365 (to reflect the one-half year period shown).

 

30


THE ADVISORS’ INNER CIRCLE FUND III      KBI GLOBAL INVESTORS  
     AQUARIUS FUND  
     JULY 31, 2023  
          

 

 REVIEW OF LIQUIDITY RISK MANAGEMENT PROGRAM (Unaudited)

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

At a meeting of the Board held on March 15, 2023, the Trustees received a report from the Program Administrator addressing the operations of the Program and assessing its adequacy and effectiveness of implementation for the period from January 1, 2022 through December 31, 2022. Among other things, the Program Administrator’s report noted that:

 

  *

the Program Administrator had determined that the Program is reasonably designed to assess and manage the Fund’s liquidity risk and has operated adequately and effectively to manage the Fund’s liquidity risk during the period covered by the report.

 

  *

during the period covered by the report, there were no liquidity events that impacted the Fund or its ability to timely meet redemptions without dilution to existing shareholders.

 

  *

no material changes have been made to the Program during the period covered by the report.

There can be no assurance that the Program will achieve its objectives in the future. Please refer to the prospectus for more information regarding the Fund’s exposure to liquidity risk and other principal risks to which an investment in the Fund may be subject.

 

31


THE ADVISORS’ INNER CIRCLE FUND III      KBI GLOBAL INVESTORS  
     AQUARIUS FUND  
     JULY 31, 2023  
      

 

 

 

 

 

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 time served, 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, Oaks Pennsylvania 19456. Trustees who are deemed not to be “interested persons” of the Trust are referred to as “Independent Trustees.” Messrs. Nesher and Doran are Trustees who may be deemed to be “interested” persons

 

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 the 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 66 funds in The Advisors’ Inner Circle Fund III.

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.

 

32


THE ADVISORS’ INNER CIRCLE FUND III      KBI GLOBAL INVESTORS  
     AQUARIUS FUND  
     JULY 31, 2023  
      

 

 

 

 

 

of the Trust as that term is defined in the 1940 Act by virtue of their affiliation with the Trust’s Distributor. The Trust’s Statement of Additional Information (“SAI”) includes additional information about the Trustees and Officers. The SAI may be obtained without charge by calling 1-833-658-4739. The following chart lists Trustees and Officers as of July 31, 2023.

Other Directorships

Held in the Past Five Years2

 

 

 

 

Current Directorships: Trustee of Gallery 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 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. Trustee of Schroder Global Series Trust to 2021. Trustee of Schroder Series Trust to 2022.

 

 

 

 

Current Directorships: Trustee of City National Rochdale Funds, Gallery 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. Trustee of Winton Diversified Opportunities Fund (closed-end investment company) to 2018. Trustee of Schroder Global Series Trust to 2021. Trustee of Schroder Series Trust to 2022.

 

 

Current Directorships: Trustee of Gallery Trust, Delaware Wilshire Private Markets Master Fund, Delaware Wilshire Private Markets Fund, Delaware Wilshire Private Markets Tender Fund, J.P. Morgan Funds (171 Portfolios) and Symmetry Panoramic Trust (16 Portfolios). Director of Chiron Capital Allocation Fund Ltd.

Former Directorships: Trustee of Winton Series Trust and AXA Premier VIP Trust to 2017. Trustee of Winton Diversified Opportunities Fund (closed-end investment company) to 2018. Trustee of Schroder Global Series Trust to 2021. Trustee of Schroder Series Trust to 2022.

 

 

Current Directorships: Trustee of Gallery 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 of Lucid Group, Inc.

Former Directorships: Trustee of Schroder Global Series Trust to 2021. Trustee of Schroder Series Trust to 2022.

 

 

 

 

33


THE ADVISORS’ INNER CIRCLE FUND III      KBI GLOBAL INVESTORS  
     AQUARIUS FUND  
     JULY 31, 2023  
      

 

 

 

 

 

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

 

     

Name and

Year of Birth

  

Position with Trust and Length of

Time Served1

   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

Trustees oversee 66 funds in The Advisors’ Inner Circle Fund III.

 

34


THE ADVISORS’ INNER CIRCLE FUND III      KBI GLOBAL INVESTORS  
     AQUARIUS FUND  
     JULY 31, 2023  
      

 

 

 

 

 

 

  

 

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, 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. Trustee of Schroder Global Series Trust to 2021. Trustee of Schroder Series Trust to 2022

 

 

Current Directorships: Trustee of Gallery 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 Winton Series Trust to 2017. Trustee of Winton Diversified Opportunities Fund (closed-end investment company) to 2018. Trustee of Schroder Global Series Trust to 2021. Trustee of Schroder Series Trust to 2022.

 

 

 

 

None.

 

 

None.

 

 

None.

 

 

 

35


THE ADVISORS’ INNER CIRCLE FUND III      KBI GLOBAL INVESTORS  
     AQUARIUS FUND  
     JULY 31, 2023  
      

 

 

 

 

 

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)

         

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.

 

36


THE ADVISORS’ INNER CIRCLE FUND III      KBI GLOBAL INVESTORS  
     AQUARIUS FUND  
     JULY 31, 2023  
      

 

 

 

 

 

 

Other Directorships

Held in the Past Five Years

 

 

 

None.

 

 

None.

 

 

 

37


THE ADVISORS’ INNER CIRCLE FUND III      KBI GLOBAL INVESTORS  
     AQUARIUS FUND  
     JULY 31, 2023  
      

 

 

 

 

 

 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)

   Director of Fund Accounting, SEI Investments, since 2020. Senior Director, Embark, from 2019 to 2020. Senior Manager, PricewaterhouseCoopers LLP, from 2002 to 2019.

Robert Morrow

(Born: 1968)

  

Vice President

(since 2017)

   Account Manager, SEI Investments, since 2007.

Stephen F. Panner

(Born: 1970)

  

Chief Compliance Officer

(since 2022)

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

Alexander F. Smith

(Born: 1977)

  

Vice President and

Assistant Secretary

(since 2020)

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

Donald Duncan

(Born: 1964)

  

Anti-Money Laundering Officer

and Privacy Officer (since 2023)

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

 

38


THE ADVISORS’ INNER CIRCLE FUND III      KBI GLOBAL INVESTORS  
     AQUARIUS FUND  
     JULY 31, 2023  
      

 

 

 

 

 

 

Other Directorships

Held in the Past Five Years

 

 

 

None.

 

 

None.

 

 

None.

 

 

None.

 

 

None.

 

 

 

39


THE ADVISORS’ INNER CIRCLE FUND III      KBI GLOBAL INVESTORS  
     AQUARIUS FUND  
     JULY 31, 2023  
      

 

 

 

 

 

 

 NOTICE TO SHAREHOLDERS (Unaudited)

For shareholders that do not have a July 31, 2023 tax year end, this notice is for informational purposes only. For shareholders with a July 31, 2023 tax year end, please consult your tax advisor as to the pertinence of this notice. For the fiscal year ended July 31, 2023, the Fund is 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
Received
Deduction (1)
  Qualifying
Dividend
Income (2)
  U.S.
Government
Interest (3)
  Interest
Related
Dividends (4)
  Qualified
Short-
Term
Capital
Gain (5)
88.30%   11.70%   100.00%   31.47%   78.13%   0.00%   2.77%   100.00%

 

(1)

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

(2)

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

(3)

“U.S. Government Interest” represents the amount of interest that was derived from direct U.S. Government obligations and distributed during the fiscal year. This amount is reflected as a percentage of ordinary income.

(4)

The percentage in this column represents the amount of “Interest Related Dividend” and is reflected as a percentage of ordinary income distributions. Interest related dividends are exempted from U.S. withholding tax when paid to foreign investors.

(5)

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

The information reported herein may differ from the information and distributions taxable to the shareholders for the calendar year ending December 31, 2023. Complete information will be computed and reported in conjunction with your 2023 Form 1099-DIV.

 

40


NOTES

 


KBI Global Investors Aquarius Fund

P.O. Box 588

Portland, ME 04112

1-833-658-4739

Investment Adviser:

KBI Global Investors (North America) Ltd.

3rd Floor, 2 Harbourmaster Place

IFSC

Dublin 1 Ireland

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:

Ernst & Young LLP

One Commerce Square

2005 Market Street, Suite 700

Philadelphia, PA 19103

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

KBI–AR–001–0300


(b) Not applicable.

Item 2. Code of Ethics.

The Registrant 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 Mr. Lemke and Mr 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 Ernst & Young LLP (“E&Y”) relate to the KBI Global Investors Aquarius Fund.

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

 

     

 

FYE July 31, 2023

 

  

 

FYE July 31, 2022

 

           

All fees and
services to
the Trust that
were
pre-approved

 

  

All fees and
services to
service
affiliates that
were
pre-approved

 

  

All other
fees and
services to
service
affiliates
that did not
require
pre-approval

 

  

All fees and
services to
the Trust that
were
pre-approved

 

  

All fees and
services to
service
affiliates that
were
pre-approved

 

  

All other
fees and
services to
service
affiliates
that did not
require
pre-approval

 

(a)     Audit Fees(1)    $24,990    None    None    $24,030    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

Fees billed by Deloitte & Touche LLP (“D&T”) relate to the CCT Thematic Equity Fund.


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

 

      2023   2022
           

All fees and
services to
the Trust that
were
pre-approved

 

 

All fees and
services to
the Trust that
were
pre-approved

 

 

All fees and
services to
the Trust that
were
pre-approved

 

 

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)    $27,300   None   None   $26,175   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.

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

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

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

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


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

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

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

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

 

      2023    2022

Audit-Related Fees

   None    None

Tax Fees

   None    None

All Other Fees

   None    None

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

 

      2023    2022

Audit-Related Fees

   None    None

Tax Fees

   None    None

All Other Fees

   None    None

(f) Not applicable.

(g) The aggregate non-audit fees and services billed by 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 July 31st were $0 and $0 for 2023 and 2022 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 July 31st were $0 and $0 for 2023 and 2022, respectively.


(h) During the past fiscal year, all non-audit services provided by the Registrant’s principal accountant to either the Registrant’s investment adviser or to any entity controlling, controlled by, or under common control with the Registrant’s investment adviser that provides ongoing services to the Registrant were pre-approved by the Audit Committee of Registrant’s Board of Trustees. Included in the Audit Committee’s pre-approval of these non-audit service were the review and consideration as to whether the provision of these non-audit services is compatible with maintaining the principal accountant’s independence.

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

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

Item 5. Audit Committee of Listed Registrants.

Not applicable to open-end management investment companies.

Item 6. Schedule of Investments.

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

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

Not applicable to open-end management investment companies.

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

Not applicable to open-end management investment companies.

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

Not applicable to open-end management investment companies.

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

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

Item 11. Controls and Procedures.

(a) The Registrant’s principal executive and principal financial officers, or persons performing similar functions, have concluded that the Registrant’s disclosure controls and procedures, as defined in Rule 30a-3(c) under the Act (17 CFR § 270.30a-3(c)), as of a date within 90 days of the filing date of the report, are effective based on the evaluation of these controls and procedures required by Rule 30a-3(b) under the Act (17 CFR § 270.30a-3(b)) and Rule 13a-15(b) or Rule 15d-15(b) under the 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) 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: October 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: October 6, 2023

 

By (Signature and Title)      

/s/ Andrew Metzger

      Andrew Metzger,
      Treasurer, Controller, and CFO

Date: October 6, 2023