Form N-CSR Advisors' Inner Circle For: Sep 30

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM N-CSR

 

 

CERTIFIED SHAREHOLDER REPORT OF REGISTERED

MANAGEMENT INVESTMENT COMPANIES

Investment Company Act File Number 811-22920

 

 

The Advisors’ Inner Circle Fund III

(Exact name of registrant as specified in charter)

 

 

SEI Investments

One Freedom Valley Drive

Oaks, PA 19456

(Address of principal executive offices) (Zip code)

 

 

SEI Investments

One Freedom Valley Drive

Oaks, PA 19456

(Name and address of agent for service)

 

 

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

Date of fiscal year end: September 30, 2022

Date of reporting period: September 30, 2022

 

 

 

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Item 1. Reports to Stockholders.

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

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THE ADVISORS’ INNER CIRCLE FUND III

 

 

Redwheel Global Emerging Equity Fund

(Formerly, RWC Global Emerging Equity Fund)

 

ANNUAL REPORT		SEPTEMBER 30, 2022

 

Investment Adviser:   RWC Asset Advisors (US) LLC

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THE ADVISORS’ INNER CIRCLE FUND III		REDWHEEL GLOBAL EMERGING EQUITY FUND SEPTEMBER 30, 2022

 

 

TABLE OF CONTENTS

 

 

 

Shareholder Letter			1
Schedule of Investments			4
Statement of Assets and Liabilities			9
Statement of Operations			10
Statement of Changes in Net Assets			11
Financial Highlights			12
Notes to Financial Statements			14
Report of Independent Registered Public Accounting Firm			26
Trustees and Officers of The Advisors’ Inner Circle Fund III			28
Disclosure of Fund Expenses			36
Approval of Investment Advisory Agreement			38
Notice to Shareholders			41

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

A description of the policies and procedures that the Fund uses to determine how to vote proxies relating to Fund securities, as well as information relating to how a Fund voted proxies relating to fund securities during the most recent 12-month period ended June 30, is available (i) without charge, upon request, by calling 1-855-RWC-FUND; and (ii) on the Commission’s website at https://www.sec.gov.

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THE ADVISORS’ INNER CIRCLE FUND III		REDWHEEL GLOBAL EMERGING EQUITY FUND SEPTEMBER 30, 2022

 

 

LETTER TO SHAREHOLDERS (Unaudited)

Dear Shareholders:

Emerging Markets fell significantly during the 12-month period ending on 30 September 2022. During the period, inflation began surging on the back of supply and labor shortages and higher commodity prices. This resulted in aggressive rate hikes by many central banks aimed at bringing down inflation. The tightening cycle has led to a stronger dollar and weaker global liquidity backdrop. Market sentiment was also impacted by recessionary fears and geopolitical concerns during the period.

Over the 12-month period, the Redwheel Global Emerging Equity Fund fell by -31.37% and the MSCI Emerging Markets Index decreased by -28.11%. In Asia, China fell by -35.4% amidst regulatory challenges, continued COVID-19 lockdowns, and weakness in the property sector. However, recent activity data revealed stronger readings in industrial production, retails sales and infrastructure investment. South Korea and Taiwan fell by -40.7% and -30.5%, respectively. Both countries suffered on the back of softening demand for tech hardware and semiconductors. India fell by -9.9% as inflationary pressures grew amidst higher energy and commodity prices. In EMEA, Russia was expelled from the index on 9 March 2022 following the invasion of Ukraine. The United Arab Emirates and Saudi Arabia increased by +5.1% and +1.9%, respectively. Both countries were supported by an elevated price of oil. In LatAm, Brazil rose by +4.3% due to higher commodity prices and an earlier tightening cycle than other regions in the world. Recently, a second-round dispute between former president Lula and incumbent Jair Bolsonaro was confirmed.

The Fund’s overweight in the materials sector was a relative outperformer during the period. Sociedad Química y Minera (SQM) and Saudi Arabian Mining Company (MA’ADEN) increased by +79.7% and +66.8%, respectively. SQM benefitted from elevated lithium pricing. MA’ADEN increased on the back of higher phosphate and aluminum pricing as well as robust production volumes. In Brazil, Petrobras rose by +18.5% as the company continues to pay strong dividends. There were single stock contributors to the Fund’s performance in China. Pinduoduo and GoodWe Power increased by +78.2% and +25.1%, respectively. Pinduoduo benefitted as it strengthened its ‘value-for-money’ proposition and agricultural product offerings, making it a go-to site for factory/farm direct sales and white label products. GoodWe Power increased on the back of robust inverter demand.

The Fund’s exposure to China was a detractor during the period as Sunac China, Bilibili, and Geely Automobile fell by -77.1%, -74.0%, and -68.3%, respectively. We are optimistic on China going forward as we anticipate that the government will prioritize economic growth. Although volatility may continue, we expect that the market will refocus on company fundamentals. Our exposure to tech hardware and semiconductor-related companies resulted in relative underperformance in the information technology sector. MediaTek and Taiwan Semiconductor Manufacturing Company fell by -42.2% and -34.5%, respectively. Both companies suffered from lower demand in consumer electronics which negatively impacted investor sentiment. Looking ahead, we expect that the outlook for tech hardware and semiconductors will improve as the supply/demand imbalance resolves through inventory digestion. The Fund’s exposure to Russia was also a detractor during the 12-month period. Following Russia invading Ukraine and subsequent sanctions from the West, we eliminated our exposure to Russian equities. Our current view is that Russian securities are generally un-investable given prevailing circumstances.

Despite recent macroeconomic headwinds, we believe that the outlook for Emerging Markets is strong as the macroeconomic backdrop improves across many Emerging Market countries. Going forward, we

 

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THE ADVISORS’ INNER CIRCLE FUND III		REDWHEEL GLOBAL EMERGING EQUITY FUND SEPTEMBER 30, 2022

 

 

anticipate that fiscal and current accounts will continue to recover in many Emerging Market countries. In addition, many Emerging Market central banks are ahead of the curve in normalizing rates and removing monetary stimulus as their economies recover. We anticipate that early normalizations will prevent further corrections or aggressive reactions to global economic conditions. Emerging Markets are well positioned to benefit from strong growth and macro improvements over the next 12 months.

Definition of the Comparative Index

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

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

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

 

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THE ADVISORS’ INNER CIRCLE FUND III		REDWHEEL GLOBAL EMERGING EQUITY FUND SEPTEMBER 30, 2022

 

 

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

 

		AVERAGE ANNUAL TOTAL RETURN FOR THE PERIODS ENDED   SEPTEMBER 30, 2022*
		One Year		Three Year		Five Years		Annualized Inception to Date*
Institutional Class shares		-31.37%		-0.36%		-2.93%		2.17%
Class I shares†		-31.43%		-0.44%		-3.03%		-2.85%
MSCI Emerging Markets Index		-28.11%		-2.07%		-1.81%		2.71%

 

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

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

The performance data quoted herein represents past performance and the return and value of an investment in the Fund will fluctuate so that, when redeemed, may be worth less than its original cost. The Fund’s performance assumes the reinvestment of dividends and capital gains. Index returns assume reinvestment of dividends and, unlike a fund’s returns, do not reflect any fees or expenses. If such fees and expenses were included in the index returns, the performance would have been lower. Please note that one cannot invest directly in an unmanaged index.

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

There are no assurances that the Fund will meet its stated objectives. The Fund’s holdings and allocations are subject to change because it is actively managed and should not be considered recommendations to buy individual securities.

Returns shown do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares.

See definition of the comparative index on page 2.

 

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THE ADVISORS’ INNER CIRCLE FUND III		REDWHEEL GLOBAL EMERGING EQUITY FUND SEPTEMBER 30, 2022

 

 

SECTOR WEIGHTINGS (Unaudited)†:

 

† Percentages based on total investments.

 

SCHEDULE OF INVESTMENTS   COMMON STOCK — 95.3%
		Shares				Value
Brazil — 7.5%
Centrais Eletricas Brasileiras			329,900			$	2,627,563
Hapvida Participacoes e Investimentos			3,621,602				5,088,730
MercadoLibre *			4,321				3,576,837
Rumo			444,800				1,525,470
							12,818,600
Burkina Faso — 1.1%
Endeavour Mining			79,995				1,450,811
Endeavour Mining			24,319				450,965
							1,901,776
Canada — 2.7%
Ivanhoe Mines, Cl A *			720,614				4,662,318
Chile — 2.5%
Sociedad Quimica y Minera de Chile ADR			47,803				4,338,122
China — 36.3%
Alibaba Group Holding *			316,500				3,158,360
Alibaba Group Holding ADR *			25,946				2,075,421
Baidu, Cl A *			251,350				3,700,056
CALB *			286,300				1,385,928
China Resources Power Holdings			460,000				710,305
Fujian Sunner Development, Cl A			1,123,333				3,059,874
Full Truck Alliance ADR *			269,900				1,767,845
Geely Automobile Holdings			2,550,000				3,489,541

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

 

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THE ADVISORS’ INNER CIRCLE FUND III		REDWHEEL GLOBAL EMERGING EQUITY FUND SEPTEMBER 30, 2022

 

 

COMMON STOCK — continued
		Shares				Value
China — (continued)
JD.com, Cl A			71,102			$	1,793,717
JD.com ADR			34,768				1,748,831
Jiangsu GoodWe Power Supply Technology, Cl A			87,633				3,475,545
Kuaishou Technology, Cl B *			685,700				4,398,043
Li Auto ADR *			44,426				1,022,242
Li Auto, Cl A *			230,800				2,658,333
Lizhong Sitong Light Alloys Group, Cl A			412,600				1,496,290
Meituan, Cl B *			282,600				5,939,062
Muyuan Foods, Cl A			248,900				1,911,037
Ningbo Ronbay New Energy Technology, Cl A			133,248				1,567,529
Pinduoduo ADR *			134,242				8,400,864
QuakeSafe Technologies, Cl A			256,366				1,724,269
Shandong Head Group, Cl A			204,300				811,845
Shenzhen Senior Technology Material, Cl A			888,757				2,493,089
Silergy			33,000				430,384
Tencent Holdings			37,795				1,276,535
Tianqi Lithium *			100,400				876,113
Wens Foodstuffs Group			372,500				1,075,734
							62,446,792
Ghana — 1.5%
Kosmos Energy *			278,288				1,438,749
Tullow Oil *			2,568,023				1,206,485
							2,645,234
Greece — 0.7%
Eurobank Ergasias Services and Holdings *			1,405,872				1,173,023
India — 13.7%
ICICI Bank			668,521				7,018,975
Indian Hotels, Cl A			416,920				1,685,898
InterGlobe Aviation *			139,039				3,154,129
Maruti Suzuki India			38,841				4,192,756
Reliance Industries			144,758				4,201,178
State Bank of India			516,762				3,346,579
							23,599,515
Indonesia — 1.9%
Bank Mandiri Persero			1,399,200				859,166
Bank Rakyat Indonesia Persero			7,877,400				2,305,499
							3,164,665
Mexico — 1.3%
Cemex ADR *			624,226				2,141,095

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

 

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THE ADVISORS’ INNER CIRCLE FUND III		REDWHEEL GLOBAL EMERGING EQUITY FUND SEPTEMBER 30, 2022

 

 

COMMON STOCK — continued
		Shares				Value
Philippines — 0.5%
Ayala Land			942,000			$	365,725
Monde Nissin			2,583,700				535,720
							901,445
Russia — –%
Rosneft Oil PJSC (A)			292,949				—
Saudi Arabia — 4.1%
Saudi Arabian Oil			202,675				1,929,463
Saudi National Bank			308,369				5,145,286
							7,074,749
South Africa — 3.6%
Gold Fields ADR			531,719				4,301,607
MTN Group			282,789				1,879,076
							6,180,683
South Korea — 6.6%
Doosan Fuel Cell *			55,713				1,099,131
HYBE *			4,827				448,597
Kia			55,589				2,766,776
Samsung Biologics *			2,978				1,666,995
SK Hynix			92,406				5,285,644
							11,267,143
Taiwan — 4.9%
Globalwafers			42,000				479,070
MediaTek			150,660				2,599,851
Taiwan Semiconductor Manufacturing ADR			35,096				2,406,182
Taiwan Semiconductor Manufacturing			220,304				2,920,216
							8,405,319
United Arab Emirates — 0.7%
Aldar Properties PJSC			1,085,028				1,238,640
Vietnam — 1.6%
Hoa Phat Group JSC			1,628,819				1,435,623
Vincom Retail JSC *			1,135,393				1,324,309
							2,759,932
Zambia — 4.1%
First Quantum Minerals			413,985				7,065,208
TOTAL COMMON STOCK (Cost $175,607,990)							163,784,259

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

 

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THE ADVISORS’ INNER CIRCLE FUND III		REDWHEEL GLOBAL EMERGING EQUITY FUND SEPTEMBER 30, 2022

 

 

PREFERRED STOCK — 4.4%
		Shares				Value
Brazil — 2.5%
Banco Bradesco (B)			1,179,107			$	4,325,038
Chile — 1.9%
Sociedad Quimica y Minera de Chile, Cl B (B)			34,238				3,220,306
TOTAL PREFERRED STOCK (Cost $6,018,563)							7,545,344
TOTAL INVESTMENTS— 99.7% (Cost $181,626,553)						$	171,329,603

Percentages are based on Net Assets of $171,854,896.

 

*	Non-income producing security.

 

(A)	Level 3 security in accordance with fair value hierarchy.

(B)	There is currently no rate available.

 

ADR		American Depositary Receipt
Cl		Class
JSC		Joint Stock Company
PJSC		Public Joint Stock Company

 

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

 

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THE ADVISORS’ INNER CIRCLE FUND III		REDWHEEL GLOBAL EMERGING EQUITY FUND SEPTEMBER 30, 2022

 

 

The following is a summary of the level of inputs used as of September 30, 2022, in valuing the Fund’s investments carried at value:

 

Investments in Securities		Level 1					Level 2					Level 3†					Total
Common Stock
Brazil			$	12,818,600				$	—				$	—				$	12,818,600
Burkina Faso				450,965					1,450,811					—					1,901,776
Canada				4,662,318					—					—					4,662,318
Chile				4,338,122					—					—					4,338,122
China				17,277,244					45,169,548					—					62,446,792
Ghana				1,438,749					1,206,485					—					2,645,234
Greece				—					1,173,023					—					1,173,023
India				—					23,599,515					—					23,599,515
Indonesia				—					3,164,665					—					3,164,665
Mexico				2,141,095					—					—					2,141,095
Philippines				—					901,445					—					901,445
Russia				—					—					—	^				—
Saudi Arabia				—					7,074,749					—					7,074,749
South Africa				4,301,607					1,879,076					—					6,180,683
South Korea				—					11,267,143					—					11,267,143
Taiwan				2,406,182					5,999,137					—					8,405,319
United Arab Emirates				—					1,238,640					—					1,238,640
Vietnam				—					2,759,932					—					2,759,932
Zambia				7,065,208					—					—					7,065,208
Total Common Stock				56,900,090					106,884,169					—					163,784,259
Preferred Stock
Brazil				4,325,038					—					—					4,325,038
Chile				3,220,306					—					—					3,220,306
Total Preferred Stock				7,545,344					—					—					7,545,344
Total Investments in Securities			$	64,445,434				$	106,884,169				$	—				$	171,329,603

† A reconciliation of Level 3 investments is presented when the fund has a significant amount of Level 3 investments at the end of the period in relation to net assets. Management has concluded that Level 3 investments are not material in relation to net assets.

^ Includes Securities in which the fair value is $0 or has been rounded to $0.

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.

 

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THE ADVISORS’ INNER CIRCLE FUND III		REDWHEEL GLOBAL EMERGING EQUITY FUND SEPTEMBER 30, 2022

 

 

STATEMENT OF ASSETS AND LIABILITIES

 

Assets:
Investments, at Value (Cost $181,626,553)		$	171,329,603
Cash			1,515,182
Foreign Currency, at Value (Cost $102,592)			102,333
Receivable for Capital Shares Sold			700,000
Receivable for Investment Securities Sold			191,584
Dividend and Interest Receivable			129,902
Reclaim Receivable			33,952
Other Prepaid Expenses			22,268
Total Assets			174,024,824
Liabilities:
Payable for Investment Securities Purchased			1,412,604
Accrued Foreign Capital Gains Tax on Appreciated Securities			362,541
Payable to Investment Adviser			138,509
Payable for Capital Shares Redeemed			123,168
Payable to Administrator			18,468
Shareholder Servicing Fees Payable			5,031
Chief Compliance Officer Fees Payable			1,881
Payable to Trustees			330
Other Accrued Expenses and Other Payables			107,396
Total Liabilities			2,169,928
Net Assets		$	171,854,896
Net Assets Consist of:
Paid-in Capital		$	243,339,905
Total Accumulated Losses			(71,485,009)
Net Assets		$	171,854,896
Institutional Class Shares:
Net Assets		$	49,429,348
Outstanding Shares of beneficial interest (unlimited authorization — no par value)			5,198,107
Net Asset Value, Offering and Redemption Price Per Share		$	9.51
Class I Shares:
Net Assets			122,425,548
Outstanding Shares of beneficial interest (unlimited authorization — no par value)			12,902,042
Net Asset Value, Offering and Redemption Price Per Share		$	9.49

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

 

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THE ADVISORS’ INNER CIRCLE FUND III		REDWHEEL GLOBAL EMERGING EQUITY FUND FOR THE YEAR ENDED SEPTEMBER 30, 2022

 

 

STATEMENT OF OPERATIONS

 

Investment Income:
Dividends		$	8,694,487
Interest			5,346
Less: Foreign Taxes Withheld			(644,619	)
Total Investment Income			8,055,214
Expenses:
Investment Advisory Fees (Note 5)			2,262,733
Administration Fees (Note 4)			298,054
Shareholder Serving Fees, Class I Shares (Note 4)			174,500
Trustees’ Fees			20,673
Chief Compliance Officer Fees (Note 3)			7,816
Custodian Fees (Note 4)			175,333
Transfer Agent Fees (Note 4)			83,053
Professional Fees			70,541
Registration and Filing Fees			39,078
Printing Fees			22,340
Other Expenses			56,015
Total Expenses			3,210,136
Less:
Net Recovery of Investment Advisory Fees Previously Waived (Note 5)			24,905
Net Expenses			3,235,041
Net Investment Income			4,820,173
Net Realized Gain (Loss) on:
Investments			(51,449,517	)
Foreign Currency Transactions			(339,483	)
Net Realized Loss			(51,789,000	)
Net Change in Unrealized Appreciation (Depreciation) on:
Investments			(42,325,813	)
Foreign Capital Gains Tax on Appreciated Securities			833,697
Foreign Currency Transactions and Translation of Other Assets and Liabilities Denominated in Foreign Currencies			(7,381	)
Net Change in Unrealized Appreciation (Depreciation)			(41,499,497	)
Net Realized and Unrealized Loss on Investments, Foreign Capital Gains Tax on Appreciated Securities, and Foreign Currency Transactions and Translation of Other Assets and Liabilities Denominated in Foreign Currencies			(93,288,497	)
Net Decrease in Net Assets Resulting from Operations		$	(88,468,324	)

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

 

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THE ADVISORS’ INNER CIRCLE FUND III		REDWHEEL GLOBAL EMERGING EQUITY FUND

 

 

STATEMENT OF CHANGES IN NET ASSETS

 

		Year Ended September 30, 2022								Year Ended September 30, 2021
Operations:
Net Investment Income		$	4,820,173							$	403,600
Net Realized Gain (Loss) on Investments and Foreign Currency
Transactions			(51,789,000	)							53,230,427
Net Change in Unrealized Depreciation on Investments, Foreign Capital Gains Tax on Appreciated Securities, Foreign Currency Transactions and Translation of Other Assets and Liabilities Denominated in Foreign Currencies			(41,499,497	)							(1,522,478	)
Net Increase (Decrease) in Net Assets Resulting From Operations			(88,468,324	)							52,111,549
Distributions:
Institutional Class Shares			(8,678,789	)							(114,177	)
Class I Shares			(28,860,207	)							(368,857	)
Total Distributions			(37,538,996	)							(483,034	)
Capital Share Transactions:(1)
Institutional Class Shares
Issued			13,123,726								18,546,328
Reinvestment of Distributions			6,506,878								114,177
Redeemed			(2,413,804	)							(5,358,429	)
Net Institutional Class Shares Transactions			17,216,800								13,302,076
Class I Shares
Issued			106,986,066								143,480,104
Reinvestment of Distributions			28,027,077								355,177
Redeemed			(159,426,690	)							(92,830,142	)
Net Class I Shares Transactions			(24,413,547	)							51,005,139
Net Increase (Decrease) in Net Assets From Capital Share Transactions			(7,196,747	)							64,307,215
Total Increase (Decrease) in Net Assets			(133,204,067	)							115,935,730
Net Assets:
Beginning of Year			305,058,963								189,123,233
End of Year		$	171,854,896							$	305,058,963

 

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

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

 

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FINANCIAL HIGHLIGHTS

Selected Per Share Data & Ratios

For a Share Outstanding Throughout the Year

 

						Institutional Class Shares
		Year Ended September 30, 2022				Year Ended September 30, 2021				Year Ended September 30, 2020				Year Ended September 30, 2019				Year Ended September 30, 2018
Net Asset Value, Beginning of Year		$	16.10			$	12.46			$	11.25			$	11.67			$	13.13
Income (Loss) from Investment Operations:
Net Investment Income (Loss)*			0.23				0.04				(0.03)				0.07				0.02
Net Realized and Unrealized Gain (Loss)			(4.63)				3.64				1.30				(0.48)				(1.28)
Total from Investment Operations			(4.40)				3.68				1.27				(0.41)				(1.26)
Dividends and Distributions:
Net Investment Income			(0.31)				(0.04)				(0.06)				(0.01)				(0.05)
Capital Gains			(1.88)				—				—				—				(0.15)
Total Dividends and Distributions			(2.19)				(0.04)				(0.06)				(0.01)				(0.20)
Net Asset Value, End of Year		$	9.51			$	16.10			$	12.46			$	11.25			$	11.67
Total Return†			(31.37)%				29.52%				11.29%				(3.46)%				(9.77)%
Ratios and Supplemental Data
Net Assets, End of Year(Thousands)		$	49,429			$	61,658			$	38,174			$	37,682			$	43,464
Ratio of Expenses to Average Net Assets (Including Waivers and Reimbursements)			1.22%(1)				1.25%(1)				1.25%				1.25%				1.25%
Ratio of Expenses to Average Net Assets (Excluding Waivers and Reimbursements)			1.21%				1.20%				1.26%				1.29%				1.33%
Ratio of Net Investment Income (Loss) to Average Net Assets			1.87%				0.24%				(0.30)%				0.58%				0.17%
Portfolio Turnover Rate			136%				122%				139%				106%				91%

 

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

Total return is for the period indicated and has not been annualized. Returns shown do not reflect the

†	deductions of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. Ratio includes previously waived advisory fees recaptured. The net expense ratio would have been lower

(1)	absent the impact of the recaptured fees.

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

 

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THE ADVISORS’ INNER CIRCLE FUND III		REDWHEEL GLOBAL EMERGING EQUITY FUND

 

 

FINANCIAL HIGHLIGHTS

Selected Per Share Data & Ratios

For a Share Outstanding Throughout the Year

 

										Class I Shares
		Year Ended September 30, 2022				Year Ended September 30, 2021				Year Ended September 30, 2020				Year Ended September 30, 2019				Year Ended September 30, 2018
Net Asset Value, Beginning of Year		$	16.07			$	12.44			$	11.23			$	11.65			$	13.13
Income (Loss) from Investment Operations:
Net Investment Income (Loss)*			0.25				0.02				(0.05)				0.06				0.01
Net Realized and Unrealized Gain (Loss)			(4.65)				3.64				1.31				(0.47)				(1.29)
Total from Investment Operations			(4.40)				3.66				1.26				(0.41)				(1.28)
Dividends and Distributions:
Net Investment Income			(0.30)				(0.03)				(0.05)				(0.01)				(0.05)
Capital Gains			(1.88)				—				—				—				(0.15)
Total Dividends and Distributions			(2.18)				(0.03)				(0.05)				(0.01)				(0.20)
Net Asset Value, End of Year		$	9.49			$	16.07			$	12.44			$	11.23			$	11.65
Total Return†			(31.43)%				29.41%				11.24%				(3.54)%				(9.96)%
Ratios and Supplemental Data
Net Assets, End of Year(Thousands)		$	122,426			$	243,401			$	150,949			$	104,992			$	101,839
Ratio of Expenses to Average Net Assets (Including Waivers and Reimbursements)			1.31%(1)				1.34%(1)				1.34%				1.34%				1.33%
Ratio of Expenses to Average Net Assets (Excluding Waivers and Reimbursements)			1.30%				1.29%				1.36%				1.38%				1.41%
Ratio of Net Investment Income (Loss) to Average Net Assets			1.93%				0.13%				(0.40)%				0.57%				0.05%
Portfolio Turnover Rate			136%				122%				139%				106%				91%

 

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

Total return is for the period indicated and has not been annualized. Returns shown do not reflect the

†	deductions of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. Ratio includes previously waived advisory fees recaptured. The net expense ratio would have been lower

(1)	absent the impact of the recaptured fees.

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

 

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THE ADVISORS’ INNER CIRCLE FUND III		REDWHEEL GLOBAL EMERGING EQUITY FUND SEPTEMBER 30, 2022

 

 

NOTES TO FINANCIAL STATEMENTS

1. Organization:

The Advisors’ Inner Circle Fund III (the “Trust”) is organized as a Delaware statutory trust under a Declaration of Trust dated December 4, 2013. The Trust is registered under the Investment Company Act of 1940, as amended, as an open-end management investment company with 65 funds. The financial statements herein are those of the Redwheel Global Emerging Equity Fund (the “Fund”). The investment objective of the Fund is to seek long-term capital appreciation. The Fund is classified as a diversified investment company. RWC Asset Advisors (US) LLC serves as the Fund’s investment adviser (the “Adviser”). The Fund currently offers Class N Shares, Class I Shares and Institutional Class Shares. The Fund commenced operations on December 30, 2016. As of September 30, 2022, only Class I and the Institutional Class have outstanding shares. The financial statements of the remaining funds of the Trust are presented separately. The assets of each fund are segregated, and a shareholder’s interest is limited to the fund in which shares are held.

Effective February 21, 2022, the Fund’s name changed from the “RWC Global Emerging Equity Fund” to the “Redwheel Global Emerging Equity Fund.”

2. Significant Accounting Policies:

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

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

Security Valuation — Securities listed on a securities exchange, market or automated quotation system for which quotations are readily available (except for securities traded on NASDAQ), including securities traded over the counter, are valued at the last quoted sale price on an exchange or market (foreign or domestic) on which they are traded or, if there is no such reported sale on the valuation date, at the most recent quoted bid price. For securities traded on NASDAQ, the NASDAQ official closing price will be used. The prices for foreign securities are reported in local currency and converted to U.S. dollars using currency exchange rates. Prices for most securities held in the Fund are provided daily by recognized independent pricing agents. If a security price cannot be obtained from an independent, third-party pricing agent, the Fund seeks to obtain a bid price from at least one independent broker.

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

 

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THE ADVISORS’ INNER CIRCLE FUND III		REDWHEEL GLOBAL EMERGING EQUITY FUND SEPTEMBER 30, 2022

 

 

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 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 a “confidence interval” which is used to determine the level of correlation between the value of a foreign security and movements in the U.S. market before a particular security is fair valued when the threshold is exceeded. In the event that the threshold established by the Committee is exceeded on a specific day, the Fund values its non-U.S. securities that exceed the applicable “confidence interval” based upon the fair values provided by ICE. In such event, it is not necessary to hold a Committee meeting. In the event that the Adviser believes that the fair values provided by ICE are not reliable, the Adviser contacts SEI Investments Global Fund Services (the “Administrator”) and may request that a meeting of the Committee be held.

 

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THE ADVISORS’ INNER CIRCLE FUND III		REDWHEEL GLOBAL EMERGING EQUITY FUND SEPTEMBER 30, 2022

 

 

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

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

 

●

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

 

●

Level 2 — Other significant observable inputs (includes quoted prices for similar securities, interest rates, prepayment speeds, credit risk, referenced indices, quoted prices in inactive markets, adjusted quoted prices in active markets, adjusted quoted prices on foreign equity securities that were adjusted in accordance with pricing procedures approved by the Board, etc.); and

 

●

Level 3 — Prices, inputs modeling techniques which are both significant to the fair value measurement and unobservable (supported by little or no market activity).

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

Federal Income Taxes — It is the Fund’s intention to qualify as a regulated investment company for Federal income tax purposes by complying with the appropriate provisions of Subchapter M of the Internal Revenue Code of 1986, as amended. Accordingly, no provisions for Federal income taxes have been made in the financial statements.

The Fund evaluates tax positions taken or expected to be taken in the course of preparing the Fund’s tax returns to determine whether it is “more-likely than-not” (i.e., greater than 50-percent) that each tax position will be sustained upon examination by a taxing authority based on the technical merits of the position. Tax positions not deemed to meet the more-likely-than-not threshold are recorded as a tax benefit or expense in the current year. The Fund did not record any tax provision in the current period. However, management’s conclusions regarding tax positions taken may be subject to review and adjustment at a later date based on factors including, but not limited to, examination by tax authorities (i.e., from commencement of operations, as applicable), on-going analysis of and changes to tax laws, regulations and interpretations thereof.

As of and during the year ended September 30, 2022, the Fund did not have a liability for any unrecognized tax benefits. The Fund recognizes interest and penalties, if any, related to unrecognized tax benefits as income tax expense in the Statement of Operations. During the year, the Fund did not incur any significant interest or penalties.

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

 

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THE ADVISORS’ INNER CIRCLE FUND III		REDWHEEL GLOBAL EMERGING EQUITY FUND SEPTEMBER 30, 2022

 

 

applies such taxes to net investment income, net realized gains and net unrealized gains as income and/or capital gains are earned. The Fund has accrued foreign capital gain tax in the amount of $362,541 presented on the Statement of Assets and Liabilities.

Security Transactions and Investment Income — Security transactions are accounted for on trade date. Costs used in determining realized gains and losses on the sale of investment securities are based on the specific identification method. Dividend income and expense are recorded on the ex-dividend date. Interest income is recognized on the accrual basis from settlement date. Certain dividends from foreign securities will be recorded as soon as the Fund is informed of the dividend if such information is obtained subsequent to the ex-dividend date.

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

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

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

Dividends and Distributions to Shareholders — The Fund distributes substantially all of its net investment income annually. Any net realized capital gains are distributed annually. All distributions are recorded on ex-dividend date.

Equity-Linked Warrants — The Fund may invest in equity-linked and index-linked warrants. Equity-linked warrants provide a way for investors to access markets where entry is difficult or costly. A Fund purchases the equity-linked and index-linked warrants from a broker, who in turn is expected to purchase shares in the local market and issue a call warrant hedged on the underlying holdings. If the Fund exercises its call and closes its position, the shares are expected to be sold and the warrant redeemed with the proceeds. Each warrant typically represents one share of the underlying stock or basket of stocks representing the index. Therefore, the price, performance and liquidity of the warrant are all linked to the underlying stock or index, less transaction costs. Equity-linked warrants are generally valued at the closing price of the underlying securities, then adjusted for stock dividends declared by the underlying securities. In addition to the market risk related to the underlying holdings, the Fund bears additional counterparty risk with respect to the issuing broker. A Fund may also purchase warrants, issued by banks and other financial

 

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THE ADVISORS’ INNER CIRCLE FUND III		REDWHEEL GLOBAL EMERGING EQUITY FUND SEPTEMBER 30, 2022

 

 

institutions, whose values are based on the values from time to time of one or more securities indices.

Forward Foreign Currency Contracts — The Fund may enter into forward foreign currency contracts as hedges against either specific transactions, fund positions or anticipated fund positions. The Fund may also engage in currency transactions to enhance the Fund’s returns. All commitments are “marked-to-market” daily at the applicable foreign exchange rate, and any resulting unrealized gains or losses are recorded currently. The Fund realizes gains and losses at the time forward contracts are extinguished. Unrealized gains or losses on outstanding positions in forward foreign currency contracts held at the close of the period are recognized as ordinary income or loss for Federal income tax purposes. The Fund could be exposed to risk if the counterparties to the contracts are unable to meet the terms of the contract and from unanticipated movements in the value of a foreign currency relative to the U.S. dollar. Finally, the risk exists that losses could exceed amounts disclosed on the Statements of Assets and Liabilities. There were no open forward foreign currency contracts as of September 30, 2022.

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

3. Transactions with Affiliates:

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

The services provided by the CCO and his staff are paid for by the Trust as incurred. The services include regulatory oversight of the Trust’s advisors and service providers as required by SEC regulations. The CCO’s services and fees have been approved by and are reviewed by the Board. For the year ended September 30, 2022, the fund was allocated CCO fees totaling $7,816.

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, which will vary depending on the number of share classes and the average daily net assets of the Fund. For the year ended September 30, 2022, the Fund paid $298,054 for these services.

The Fund has adopted the Distribution Plan (the “Plan”) for the Class N Shares. Under the Plan, the Distributor, or third parties that enter into agreements with the Distributor, may receive up to 0.25% of the Fund’s average daily net assets attributable to Class N Shares. Under the Plan, the Distributor may make payments pursuant to written agreements to financial institutions and intermediaries such as banks, savings and loan associations and insurance companies including, without limit, investment counselors, broker-dealers and the Distributor’s affiliates and subsidiaries (collectively, “Agents”) as compensation for services and reimbursement of expenses incurred in connection with distribution assistance. The Plan is characterized as a compensation plan since the distribution fee will be paid to the Distributor without regard to the distribution expenses incurred by the Distributor or the amount

 

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THE ADVISORS’ INNER CIRCLE FUND III		REDWHEEL GLOBAL EMERGING EQUITY FUND SEPTEMBER 30, 2022

 

 

of payments made to other financial institutions and intermediaries. The Trust intends to operate the Plan in accordance with its terms and with the Financial Industry Regulatory Authority (“FINRA”) rules concerning sales charges. For the year ended September 30, 2022, no such fees were incurred.

The Fund has adopted a shareholder servicing plan (the “Service Plan”) under which a shareholder servicing fee of up to 0.15% of average daily net assets of the Class N Shares and 0.09% of average daily net assets of Class I Shares of the Fund will be paid to other service providers. Certain brokers, dealers, banks, trust companies and other financial representatives receive compensation from the Fund for providing a variety of services, including record keeping and transaction processing. Such fees are based on the assets of the Fund that are serviced by the financial representative. Such fees are paid by the Fund to the extent that the number of accounts serviced by the financial representative multiplied by the account fee charged by the Fund’s transfer agent would not exceed the amount that would have been charged had the accounts serviced by the financial representative been registered directly through the transfer agent. All fees in excess of this calculated amount are paid by the Adviser. For the year ended September 30, 2022, the Fund paid $174,500 for these services.

Brown Brothers Harriman & Co. acts as custodian (the “Custodian”) for the Fund. The Custodian plays no role in determining the investment policies of the Fund or which securities are to be purchased or sold by the Fund. For the year ended September 30, 2022, the Fund paid $175,333 for these services.

DST Systems, Inc., serves as the transfer agent and dividend disbursing agent for the Fund under a transfer agency agreement with the Trust. For the year ended September 30, 2022, the Fund paid $83,053 for these services.

5. Investment Advisory Agreement:

Under the terms of an investment advisory agreement, the Adviser provides investment advisory services to the Fund at a fee computed daily at an annual rate of 0.90% of the Fund’s average daily net assets. As of September 30, 2022, the fees for these services were $2,262,733.

The Adviser has contractually agreed to reduce fees and reimburse expenses to the extent necessary to keep total annual fund operating expenses after fee reductions and/or expense reimbursements (excluding interest, taxes, brokerage commissions and other costs and expenses relating to the securities that are purchased and sold by the Fund, distribution fees, shareholder servicing fees, other expenditures which are capitalized in accordance with generally accepted accounting principles, acquired fund fee expenses and non-routine expenses) from exceeding 1.25% of the average daily net assets of each of the Fund’s share classes until January 29, 2023 (the “Expense Limitation”). The Adviser may recover all or a portion of its fee reductions or expense reimbursements, up to the expense cap in place at the time the expenses were waived, within a three-year period from the year in which it reduced its fee or reimbursed expenses if the Fund’s total annual fund operating expenses are below the Expense Limitation. This agreement may be terminated by the Board for any reason at any time, or by the Adviser, upon ninety (90) days’ prior written notice to the Trust, effective as of the close of business on January 29, 2023. As of September 30, 2022, there are no remaining fees available to be recaptured. The amount recovered in the year ended September 30, 2022, was $24,905.

6. Investment Transactions:

For the year ended September 30, 2022, the Fund made purchases of $339,780,464 and sales of $377,357,165 in investment securities other than long-term U.S. Government and short-term securities. There were no purchases or sales of long-term U.S. Government securities.

 

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THE ADVISORS’ INNER CIRCLE FUND III		REDWHEEL GLOBAL EMERGING EQUITY FUND SEPTEMBER 30, 2022

 

 

7. Capital Share Transactions:

Capital share transactions were as follows:

 

8. Federal Tax Information:

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

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

The tax character of dividends and distributions paid during the years or year ended September 30, 2022 and 2021 were as follows:

 

						Long-Term Capital
		Ordinary Income				Gain				Total
2022		$	25,639,329			$	11,899,667			$	37,538,996
2021			483,034				—				483,034

 

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THE ADVISORS’ INNER CIRCLE FUND III		REDWHEEL GLOBAL EMERGING EQUITY FUND SEPTEMBER 30, 2022

 

 

As of September 30, 2022, the components of Accumulated Losses on a tax basis were as follows:

 

Undistributed Ordinary Income		$	814,050
Capital Loss Carryforwards			(934,134	)
Post October Capital Losses Deferred			(46,919,958	)
Unrealized Depreciation			(24,444,963	)
Other Temporary Differences			(4	)
Total Accumulated Losses		$	(71,485,009	)

Post October capital losses represent capital losses realized on investment transactions from November 1, 2021 through September 30, 2022, that, in accordance with Federal income tax regulations, the Funds may elect to defer and treat as having arisen in the following fiscal year.

For taxable years beginning after December 22, 2010, a Registered Investment Company within the meaning of the 1940 Act (“RIC”) is permitted to carry forward net capital losses to offset capital gains realized in later years, and the losses carried forward retain their original character as either long-term or short-term losses. Losses carried forward under these provisions are as follows:

 

Short-Term

Long-Term

Loss

Loss

Total

$934,134

$–

$934,134

For Federal income tax purposes the difference between Federal tax cost and book cost primarily relates to wash sales, capital gains tax and PFIC Mark to Market which cannot be used for Federal income tax purposes in the current year and have been deferred for use in future years. The Federal tax cost and aggregate gross unrealized appreciation and depreciation for the investments held (including foreign currency) by the Fund at September 30, 2022, were as follows:

 

9. Concentration of Shareholders:

At September 30, 2022, the percentage of total shares outstanding, held by shareholders owning 10% or greater of the aggregate total shares outstanding, for each share class, which are comprised of individual shareholders and omnibus accounts that are held on behalf of various individual shareholders was as follows:

 

		No. of		%
		Shareholders		Ownership
Institutional Class Shares		3		73%
Class I Shares		1		41%

 

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THE ADVISORS’ INNER CIRCLE FUND III		REDWHEEL GLOBAL EMERGING EQUITY FUND SEPTEMBER 30, 2022

 

 

10. Concentration of Risks:

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

Equity Risk – Since it purchases equity securities, the Fund is subject to the risk that stock prices may fall over short or extended periods of time. Historically, the equity market has moved in cycles, and the value of the Fund’s securities may fluctuate from day to day. Individual companies may report poor results or be negatively affected by industry and/or economic trends and developments. The prices of securities issued by such companies may suffer a decline in response. These factors contribute to price volatility, which is the principal risk of investing in the Fund.

In addition, the impact of any epidemic, pandemic or natural disaster, or widespread fear that such events may occur, could negatively affect the global economy, as well as the economies of individual countries, the financial performance of individual companies and sectors, and the markets in general in significant and unforeseen ways. Any such impact could adversely affect the prices and liquidity of the securities and other instruments in which the Fund invests, which in turn could negatively impact the Fund’s performance and cause losses on your investment in the Fund.

Foreign Company Risk – Investing in foreign companies, including direct investments and investments through depositary receipts, poses additional risks since political and economic events unique to a country or region will affect those markets and their issuers. These risks will not necessarily affect the U.S. economy or similar issuers located in the United States. Securities of foreign companies may not be registered with the U.S. Securities and Exchange Commission (the “SEC”) and foreign companies are generally not subject to the regulatory controls imposed on U.S. issuers and, as a consequence, there is generally less publicly available information about foreign securities than is available about domestic securities. Income from foreign securities owned by the Fund may be reduced by a withholding tax at the source, which tax would reduce income received from the securities comprising the portfolio. Foreign securities may also be more difficult to value than securities of U.S. issuers. While depositary receipts provide an alternative to directly purchasing the underlying foreign securities in their respective national markets and currencies, investments in depositary receipts continue to be subject to many of the risks associated with investing directly in foreign securities.

Emerging and Frontier Markets Securities Risk – The Fund’s investments in emerging or frontier markets securities are considered speculative and subject to heightened risks in addition to the general risks of investing in foreign securities. Unlike more established markets, emerging and frontier markets may have governments that are less stable, markets that are less liquid and economies that are less developed. In addition, the securities markets of emerging and frontier market countries may consist of companies with smaller market capitalizations and may suffer periods of relative illiquidity; significant price volatility; restrictions on foreign investment; and possible restrictions on repatriation of investment income and capital. Furthermore, foreign investors may be required to register the proceeds of sales, and future economic or political crises could lead to price controls, forced mergers, expropriation or confiscatory taxation, seizure, nationalization or creation of government monopolies.

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

 

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THE ADVISORS’ INNER CIRCLE FUND III		REDWHEEL GLOBAL EMERGING EQUITY FUND SEPTEMBER 30, 2022

 

 

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

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

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

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

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

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

 

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THE ADVISORS’ INNER CIRCLE FUND III		REDWHEEL GLOBAL EMERGING EQUITY FUND SEPTEMBER 30, 2022

 

 

addition to the fees and expenses that Fund shareholders directly bear in connection with the Fund’s own operations.

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

Liquidity Risk – Certain securities may be difficult or impossible to sell at the time and the price that the Fund would like. The Fund may have to accept a lower price to sell a security, sell other securities to raise cash, or give up an investment opportunity, any of which could have a negative effect on Fund management or performance.

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

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

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

Stock Connect Investing Risk - Trading through Stock Connect is subject to a number of restrictions that may affect the Fund’s investments and returns, including a daily quota that limits the maximum net purchases under Stock Connect each day. In addition, investments made through Stock Connect are subject to relatively untested trading, clearance and settlement procedures. Moreover, A-Shares purchased through Stock Connect generally may only be sold or otherwise transferred through Stock Connect. The Fund’s investments in A-Shares purchased through Stock Connect are generally subject to Chinese securities regulations and listing rules. While overseas investors currently are exempt from paying capital gains or value added taxes on income and gains from investments in A-Shares purchased through Stock Connect, these tax rules could be changed, which could result in unexpected

 

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THE ADVISORS’ INNER CIRCLE FUND III		REDWHEEL GLOBAL EMERGING EQUITY FUND SEPTEMBER 30, 2022

 

 

tax liabilities for the Fund. Stock Connect operates only on days when both the Chinese and Hong Kong markets are open for trading and when banks in both markets are open on the corresponding settlement days. Therefore, the Fund may be subject to the risk of price fluctuations of A-Shares when Stock Connect is not trading.

Shareholder Concentration Risk - A large percentage of the Fund’s shares may be held by a small number of shareholders at any time. During any such time, a large redemption by one or more of these shareholders could materially increase the Fund’s transaction costs, which would negatively impact the Fund’s performance and could cause adverse tax consequences for the remaining shareholders of the Fund.

11. Other

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

On February 24, 2022, Russia engaged in military actions in the sovereign territory of Ukraine. The current political and financial uncertainty surrounding Russia and Ukraine may increase market volatility and the economic risk financial markets. The ultimate fallout and long-term impact from these events are not known

12. Subsequent Events:

On September 7, 2021, Brown Brothers Harriman & Co. (“BBH”), the Fund’s custodian, announced that it had entered into an agreement with State Street Bank and Trust Company (“State Street”) to sell BBH’s Investor Services business to State Street (the “Transaction”). The Transaction is subject to certain closing conditions, including regulatory and customary approvals, and it is expected to be consummated in the first quarter of 2023 or it may be delayed until a later date (the “Closing Date”). In addition, there is an increasing potential that the Transaction may be cancelled altogether. Assuming the Transaction is consummated, it is expected that State Street will replace BBH as the Fund’s custodian effective as of the Closing Date.

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 September 30, 2022.

 

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THE ADVISORS’ INNER CIRCLE FUND III		REDWHEEL GLOBAL EMERGING EQUITY FUND SEPTEMBER 30, 2022

 

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

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

Opinion on the Financial Statements

We have audited the accompanying statement of assets and liabilities, including the schedule of investments, of Redwheel Global Emerging Equity Fund (one of the funds constituting The Advisors’ Inner Circle Fund III, referred to hereafter as the “Fund”) as of September 30, 2022, the related statement of operations for the year ended September 30, 2022, the statement of changes in net assets for each of the two years in the period ended September 30, 2022, including the related notes, and the financial highlights for each of the five years in the period ended September 30, 2022 (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Fund as of September 30, 2022, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period ended September 30, 2022 and the financial highlights for each of the five years in the period ended September 30, 2022 in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

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

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

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. Our procedures included confirmation of securities owned as of September 30, 2022 by correspondence with the custodian and brokers; when replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

 

/s/ PricewaterhouseCoopers LLP

Philadelphia, Pennsylvania

November 29, 2022

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

 

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NOTES

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THE ADVISORS’ INNER CIRCLE FUND III		REDWHEEL GLOBAL EMERGING EQUITY FUND SEPTEMBER 30, 2022

 

 

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

Set forth below are the names, years of birth, positions with the Trust, length of term of office, and the principal occupations for the last five years of each of the persons currently serving as Trustees and Officers of the Trust. Unless otherwise noted, the business address of each Trustee is SEI Investments Company, One Freedom Valley Drive, Oaks Pennsylvania 19456. Trustees who are deemed not to be “interested persons” of the Trust are referred to as

 

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 65 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.

 

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THE ADVISORS’ INNER CIRCLE FUND III		REDWHEEL GLOBAL EMERGING EQUITY FUND SEPTEMBER 30, 2022

 

 

“Independent Trustees.” Mr. Doran is a Trustee who may be an “interested” person 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 1-833-637-4769. The following chart lists Trustees and Officers as of September 30, 2022.

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 Active Exchange-Traded Funds (171 Portfolios) and Symmetry Panoramic Trust (16 Portfolios). Director of Chiron Capital Allocation Fund Ltd.

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

 

 

 

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THE ADVISORS’ INNER CIRCLE FUND III		REDWHEEL GLOBAL EMERGING EQUITY FUND SEPTEMBER 30, 2022

 

 

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, 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 65 funds in The Advisors’ Inner Circle Fund III.

 

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Other Directorships

Held in the Past Five Years²

 

 

 

 

Current Directorships: Chairman of the Board of Trustees of City National Rochdale Funds. Trustee of Gallery Trust, 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.

 

 

 

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THE ADVISORS’ INNER CIRCLE FUND III		REDWHEEL GLOBAL EMERGING EQUITY FUND SEPTEMBER 30, 2022

 

 

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.
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.

 

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Other Directorships

Held in the Past Five Years

 

 

 

 

 

None.

 

 

None.

 

 

None.

 

 

None.

 

 

 

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THE ADVISORS’ INNER CIRCLE FUND III		REDWHEEL GLOBAL EMERGING EQUITY FUND SEPTEMBER 30, 2022

 

 

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)
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.
Bridget E. Sudall (Born: 1980)		Privacy Officer (from 2015 – June 2022 and since November 2022)   Anti-Money Laundering Officer (from 2015 – June 2022 and since November 2022)		Senior Associate and AML Officer, Morgan Stanley Alternative Investment Partners, from 2011 to 2015. Investor Services Team Lead, Morgan Stanley Alternative Investment Partners, from 2007 to 2011.

 

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THE ADVISORS’ INNER CIRCLE FUND III		REDWHEEL GLOBAL EMERGING EQUITY FUND SEPTEMBER 30, 2022

 

 

Other Directorships

Held in the Past Five Years

 

 

 

 

None.

 

 

 

None.

 

 

 

None.

 

 

 

 

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THE ADVISORS’ INNER CIRCLE FUND III		REDWHEEL GLOBAL EMERGING EQUITY FUND SEPTEMBER 30, 2022

 

 

DISCLOSURE OF FUND EXPENSES (Unaudited)

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

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

The following examples use the expense ratio and are intended to help you understand the ongoing costs (in dollars) of investing in your Fund and to compare these costs with those of other mutual funds. The examples are based on an investment of $1,000 made at the beginning of the period shown and held for the entire period from April 1, 2022 to September 30, 2022.

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

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

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

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

 

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

 

		Beginning Account Value 4/01/22				Ending Account Value 9/30/22				Annualized Expense Ratios				Expenses Paid During Period*
Class I Shares
Actual Portfolio Return			$1,000.00				$782.50				1.34%				$5.99
Hypothetical 5% Return			1,000.00				1,018.35				1.34				6.78
Institutional Class Shares
Actual Portfolio Return			$1,000.00				$782.90				1.26%				5.63
Hypothetical 5% Return			1,000.00				1,018.75				1.26				6.38

 

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

 

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THE ADVISORS’ INNER CIRCLE FUND III		REDWHEEL GLOBAL EMERGING EQUITY FUND SEPTEMBER 30, 2022

 

 

APPROVAL OF INVESTMENT ADVISORY AGREEMENT (Unaudited)

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

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

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

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

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

 

38

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THE ADVISORS’ INNER CIRCLE FUND III		REDWHEEL GLOBAL EMERGING EQUITY FUND SEPTEMBER 30, 2022

 

 

Nature, Extent and Quality of Services Provided by the Adviser

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

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

Investment Performance of the Adviser

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

Costs of Advisory Services, Profitability and Economies of Scale

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

The Trustees reviewed the costs of services provided by and the profits realized by the Adviser from its relationship with the Fund, including both direct benefits and indirect benefits, such as research and brokerage services received under soft dollar arrangements, accruing to the Adviser and its

 

39

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THE ADVISORS’ INNER CIRCLE FUND III		REDWHEEL GLOBAL EMERGING EQUITY FUND SEPTEMBER 30, 2022

 

 

affiliates. The Trustees considered how the Adviser’s profitability was affected by factors such as its organizational structure and method for allocating expenses. The Trustees concluded that the profit margins of the Adviser with respect to the management of the Fund were not unreasonable. The Board also considered the Adviser’s commitment to managing the Fund and its willingness to continue its expense limitation and fee waiver arrangement with the Fund.

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

Renewal of the Investment Advisory Agreement

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

 

40

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THE ADVISORS’ INNER CIRCLE FUND III		REDWHEEL GLOBAL EMERGING EQUITY FUND SEPTEMBER 30, 2022

 

 

NOTICE TO SHAREHOLDERS (Unaudited)

For shareholders that do not have a September 30, 2022 tax year end, this notice is for informational purposes only. For shareholders with a September 30 tax year end, please consult your tax advisor as to the pertinence of this notice. For the fiscal period ended September 30, 2022, the Funds are designating the following items with regard to distributions paid during the period.

 

Long-Term Capital Gain Distribution					Ordinary Income Distributions					Total Distributions					Dividends Qualifying for Corporate Dividend Receivable Deduction(1)					Qualifying Dividend Income(2)					U.S. Government Interest (3)					Foreign Investors Interest Related Dividends(4)					Qualified Short-Term Capital Gain(5)					Foreign Tax Credit
31.17%					68.83%					100.00%					0.00%					17.22%					0.00%					0.01%					100.00%					1.68%

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

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

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

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

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

The Fund intends to pass through a foreign tax credit to shareholders. For fiscal year ended 2022 the total amount of foreign source income is $5,580,750. The total amount of foreign tax paid is $640,002. Your allocable share of the foreign tax credit will be reported on Form 1099-DIV.

The information reported herein may differ from the information and distributions taxable to the shareholders for the calendar year ending December 31, 2022. Complete information will be computed and reported in conjunction with your 2022 Form 1099-DIV.

 

41

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RWC Global Emerging Equity Fund

P.O. Box 219009

Kansas City, MO 64121-9009

1-855-RWC-FUND

Investment Adviser:

RWC Asset Advisors (US) LLC

2640 South Bayshore Drive, Suite 201

Miami, Florida 33133

Administrator:

SEI Investments Global Funds Services

One Freedom Valley Drive

Oaks, Pennsylvania 19456

Distributor:

SEI Investments Distribution Co.

One Freedom Valley Drive

Oaks, Pennsylvania 19456

Legal Counsel:

Morgan, Lewis & Bockius LLP

1701 Market Street

Philadelphia, Pennsylvania 19103

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

RWC-AR-001-0600

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Item 2. Code of Ethics.

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

Item 3. Audit Committee Financial Expert.

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

(a) (2) The Registrant’s audit committee financial experts are Thomas P. Lemke and Jay Nadel, and each of Messrs. Lemke and Nadel is considered to be “independent” as that term is defined in Form N-CSR Item 3 (a)(2).

Item 4. Principal Accountant Fees and Services.

Fees billed by PricewaterhouseCoopers LLP (“PwC”) related to The Advisors’ Inner Circle Fund III (the aforementioned “Trust”).

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

 

FYE September 30, 2022

FYE September 30, 2021

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)

$

682,615

None

None

$

730,515

None

$

11,990

(b)

Audit-Related Fees

None

None

None

$

4,000

None

None

(c)

Tax Fees

$

88,500

(4)

None

$

57,000

(2)

None

None

$

90,000

(2)

(d)

All Other Fees

None

None

None

None

None

$

1,473

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

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

 

FYE September 30, 2022

FYE September 30, 2021

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)

$

133,360

None

None

$

48,940

None

None

(b)

Audit-Related Fees

None

None

None

None

None

None

(c)

Tax Fees

$

6,650

(3)

None

None

$

2,660

(3)

None

None

(d)

All Other Fees

None

None

None

None

None

None

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

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

 

FYE September 30, 2022

FYE September 30, 2021

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

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

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

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

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

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

(a)

Audit Fees(1)

$

60,000

None

None

$

60,000

None

None

(b)

Audit-Related Fees

None

None

None

None

None

None

(c)

Tax Fees

None

None

None

None

None

None

(d)

All Other Fees

None

None

None

None

None

None

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Notes:

 

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

(2)	Tax return preparation fees for affiliates of the Funds.

(3)	Tax Fees for UK Reporting Fund Status.

(4)	Fees in connection with international withholding tax analysis.

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

The Policy provides that all requests or applications for proposed services to be provided by the independent auditor must be submitted to the Registrant’s Chief Financial Officer (“CFO”) and must include a detailed description of the services proposed to be rendered. The CFO will determine whether such services: (1) require specific pre-approval; (2) are included within the list of services that have received the general pre-approval of the Audit Committee pursuant to the Policy; or (3) have been previously pre-approved in connection with the independent auditor’s annual engagement letter for the applicable year or otherwise. In any instance where services require pre-approval, the Audit Committee will consider whether such services are consistent with SEC’s rules and whether the provision of such services would impair the auditor’s independence.

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

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

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

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

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

 

		FYE September 30, 2022				FYE September 30, 2021
Audit-Related Fees			None				None
Tax Fees			None				None
All Other Fees			None				None

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

 

		FYE September 30, 2022				FYE September 30, 2021
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):

 

		FYE September 30, 2022				FYE September 30, 2021
Audit-Related Fees			None				None
Tax Fees			None				None
All Other Fees			None				None

(f) Not applicable.

(g) The aggregate non-audit fees and services billed by PwC for services rendered to the Registrant, and rendered to the Registrant’s investment adviser (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser), and any entity controlling, controlled by, or under common control with the adviser that provides ongoing services to the Registrant for the last two fiscal-years-ended September 30^th were $57,000 and $91,473 for 2022 and 2021, respectively.

(g) The aggregate non-audit fees and services billed by E&Y for services rendered to the Registrant, and rendered to the Registrant’s investment adviser (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser), and any entity controlling, controlled by, or under common control with the adviser that provides ongoing services to the Registrant for the last two fiscal-years-ended September 30^th were $6,650 and $2,660 for 2022 and 2021, respectively.

(g) The aggregate non-audit fees and services billed by D&T for services rendered to the Registrant, and rendered to the Registrant’s investment adviser (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser), and any entity controlling, controlled by, or under common control with the adviser that provides ongoing services to the Registrant for the last two fiscal-years-ended September 30^th were $0 and $0 for 2022 and 2021, respectively.

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

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

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

Item 5. Audit Committee of Listed Registrants.

Not applicable to open-end management investment companies.

Item 6. Schedule of Investments.

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

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

Not applicable to open-end management investment companies.

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

Not applicable to open-end management investment companies.

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

Not applicable to open-end management investment companies.

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

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

Item 11. Controls and Procedures.

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

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

Item 12. Disclosure of Securities Lending Activities for Closed-End Management Investment Companies.

Not applicable to open-end management investment companies.

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Item 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.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

(Registrant)						The Advisors’ Inner Circle Fund III
By (Signature and Title)						/s/ Michael Beattie
						Michael Beattie, President

Date: December 9, 2022

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

 

By (Signature and Title)						/s/ Michael Beattie
						Michael Beattie, President
Date: December 9, 2022
By (Signature and Title)						/s/ Andrew Metzger
						Andrew Metzger,
						Treasurer, Controller, and CFO
Date: December 9, 2022

ATTACHMENTS / EXHIBITS

CODE OF ETHICS

CERTIFICATION PURSUANT TO SECTION 302

CERTIFICATION PURSUANT TO SECTION 906