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)
Registrants telephone number, including area code: (877) 446-3863
Date of fiscal year end: December 31, 2019
Date of reporting period: December 31, 2019
Item 1. |
Reports to Stockholders. |
A copy of the report transmitted to stockholders pursuant to Rule 30e-1 under the Investment Company Act or 1940, as amended (the Act) (17 CFR § 270.30e-1), is attached hereto.
The Advisors Inner Circle Fund III
Penn Mutual AM Strategic Income Fund
ANNUAL REPORT | DECEMBER 31, 2019 | |||
Investment Adviser: Penn Mutual Asset Management, LLC
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THE ADVISORS INNER CIRCLE FUND III | PENN MUTUAL AM | |
STRATEGIC INCOME FUND | ||
DECEMBER 31, 2019 |
1 | ||||
5 |
12 | ||||
13 | ||||
14 | ||||
15 | ||||
16 | ||||
32 | ||||
33 | ||||
Trustees and Officers of the Advisors Inner Circle Fund III |
36 | |||
42 |
The Fund files its complete schedule of investments with the Securities and Exchange Commission (SEC) for the first and third quarters of each fiscal year on Form N-Q or as an exhibit to its reports on Form N-PORT within sixty days after period end. The Funds Form N-Q and Form N-PORT are available on the SECs website at http://www.sec.gov, and may be reviewed and copied at the SECs 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 1-877-PMA-MLLC (877-762-6552); and (ii) on the SECs website at http://www.sec.gov.
THE ADVISORS INNER CIRCLE FUND III | PENN MUTUAL AM | |
STRATEGIC INCOME FUND | ||
DECEMBER 31, 2019 | ||
(UNAUDITED) |
SHAREHOLDERS LETTER |
Dear Shareholder,
We are pleased to provide the 2019 report for the Penn Mutual AM Strategic Income Fund (the Fund) for the twelve-month period ending December 31, 2019. Included is a summary of Fund management, strategy and performance during 2019 and our outlook for the financial markets.
Financial assets broadly generated outstanding performance during 2019 in what has been labeled the everything rally. The Federal Reserves (Fed) pivot toward easier monetary policy helped to restore investor optimism following a brief but sharp stock market sell-off to close 2018. The Fed delivered on three consecutive quarter point rate cuts beginning at the July Federal Open Market Committee (FOMC) meeting. Beyond its positive impact on risk market valuations, the Fed rate cuts eased fears of a possible recession and helped to sustain the record-long economic expansion. Falling mortgage rates during the year were a key driver for a rebound in the U.S. housing sector as improving affordability brought more buyers into the market. U.S. labor market conditions remain the strongest since the late 1960s with the unemployment rate holding below the 4% level.
In contrast to the domestic economy, the global picture was disappointing again as the U.S./China trade dispute weighed on both developed and emerging market economic growth. The volume of global sovereign debt trading with negative yields peaked at over $17 trillion in August and continues to act as a gravitational force on interest rates in the United States. However, global central bankers are beginning to reconsider the benefits of prolonged negative interest rate policies with Sweden the first country committed to begin the rate normalization process.
Fund performance generated a net total return of 5.65% for the year, ahead of its ICE 3-month USD LIBOR benchmark return of 2.36%. Key drivers for 2019 performance included spread tightening for corporate bond holdings and duration (interest rate) management. Both investment-grade and high yield corporate bond performance rebounded strongly during 2019. Domestic and foreign investors continue to search for income during the extended low rate environment. Agreement on a Phase One trade deal with China in December helped corporate credit close the year strongly with spreads trading to their tightest levels since the Financial Crisis.
Falling interest rates also contributed to positive fixed income returns during the year with the 10-year Treasury yield ending 2019 below the 2% level. Persistent low inflation and inversion of the Treasury yield curve (i.e. long-term rates trading below short-term rates) gave Fed policy makers under Jerome Powells leadership justification to ease monetary policy prior to an actual downturn in the U.S. economy. We believe the Federal Reserve is likely to pause on additional insurance cuts without evidence of materially slower growth ahead.
1
THE ADVISORS INNER CIRCLE FUND III | PENN MUTUAL AM | |
STRATEGIC INCOME FUND | ||
DECEMBER 31, 2019 | ||
(UNAUDITED) |
Following an extraordinary year of performance across nearly all financial assets, we anticipate fixed income markets will generate positive but more stable results in 2020. Despite recent tightening in credit spreads, we are still finding attractive investment opportunities including select primary market issuance with significant spread concessions versus secondary trading levels. We are also focusing on consumer-based securitized sectors backed by improving household balance sheets. Current overweight positions include floating-rate bank hybrid securities, student loan asset-backed securities (ABS) and collateralized loan obligations (CLOs).
We thank you for your investment in the Fund and look forward to helping you achieve your investment goals in the future.
Warm Regards,
Mark Heppenstall
This material represents the managers 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. Past performance is no guarantee of future results. Mutual fund investing involves risk, including possible loss of principal.
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THE ADVISORS INNER CIRCLE FUND III | PENN MUTUAL AM | |
STRATEGIC INCOME FUND | ||
DECEMBER 31, 2019 | ||
(UNAUDITED) |
Definition of Comparative Index And Other Investment Terms
The ICE 3-Month USD LIBOR Index is a benchmark rate produced for five currencies with 3-Month maturities. It provides an indication of the average rate at which a LIBOR contributor bank can obtain unsecured funding in the London interbank market for a given period, in a given currency. The performance results for the ICE 3-Month USD LIBOR Index are net of foreign income tax withholding.
3
THE ADVISORS INNER CIRCLE FUND III | PENN MUTUAL AM | |
STRATEGIC INCOME FUND | ||
DECEMBER 31, 2019 | ||
(UNAUDITED) |
Comparison of Change in the Value of a $25,000 Investment in the Penn Mutual AM Strategic Income Fund, I Shares, versus the ICE 3-Month USD LIBOR Index.
TOTAL RETURN FOR THE YEAR ENDED
DECEMBER 31, 2019 |
||||||||
One Year Return |
Annualized Inception to
Date* |
|||||||
Penn Mutual AM Strategic Income Fund, I Shares | 5.65% | 3.68% | ||||||
ICE 3-Month USD LIBOR Index | 2.36% | 2.41% |
* The Penn Mutual AM Strategic Income Fund commenced operations on July 2, 2018.
The performance data quoted herein represents past performance and the return and value of an investment in the Fund will fluctuate so that, when redeemed, may be worth less than its original cost.
The Funds performance assumes the reinvestment of dividends and capital gains. Index returns assume reinvestment of dividends and, unlike a portfolios 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.
There are no assurances that the Fund will meet its stated objectives. The Funds 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 comparative index on page 3.
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THE ADVISORS INNER CIRCLE FUND III | PENN MUTUAL AM | |
STRATEGIC INCOME FUND | ||
DECEMBER 31, 2019 |
SECTOR WEIGHTINGS (Unaudited) |
Percentages are based on total investments.
The accompanying notes are an integral part of the financial statements.
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THE ADVISORS INNER CIRCLE FUND III | PENN MUTUAL AM | |
STRATEGIC INCOME FUND | ||
DECEMBER 31, 2019 |
CORPORATE OBLIGATIONS continued | ||||||||
Face Amount | Value | |||||||
Energy 3.2% | ||||||||
Energy Transfer Operating
|
$ | 2,000,000 | $ | 2,078,459 | ||||
Rockies Express Pipeline
|
920,000 | 956,800 | ||||||
Rockies Express Pipeline |
||||||||
Callable 04/15/2029 @ $100
|
590,000 | 588,278 | ||||||
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|||||||
3,623,537 | ||||||||
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|||||||
Financials 6.5% | ||||||||
JPMorgan Chase
|
||||||||
5.406%, VAR ICE LIBOR USD 3 Month+3.470%, 10/30/2168 |
1,363,000 | 1,375,267 | ||||||
NTC Capital II
|
||||||||
2.591%, VAR ICE LIBOR USD 3 Month+0.590%, 04/15/2027 |
2,100,000 | 1,974,000 | ||||||
PNC Capital Trust C
|
||||||||
2.477%, VAR ICE LIBOR USD 3 Month+0.570%, 06/01/2028 |
2,500,000 | 2,350,037 | ||||||
USB Capital IX
|
||||||||
3.500%, VAR ICE LIBOR USD 3 Month+1.020%, 10/15/2168 |
2,000,000 | 1,750,000 | ||||||
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|
|||||||
7,449,304 | ||||||||
|
|
|||||||
Health Care 3.9% | ||||||||
Centene
|
1,250,000 | 1,314,188 | ||||||
HCA Healthcare
|
2,000,000 | 2,085,000 | ||||||
UnitedHealth Group
|
1,000,000 | 1,047,726 | ||||||
|
|
|||||||
4,446,914 | ||||||||
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|||||||
Industrials 6.9% | ||||||||
Air Canada Pass - Through Trust, Ser 2015-1,
Cl C
|
1,425,000 | 1,429,984 |
The accompanying notes are an integral part of the financial statements.
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THE ADVISORS INNER CIRCLE FUND III | PENN MUTUAL AM | |
STRATEGIC INCOME FUND | ||
DECEMBER 31, 2019 |
The accompanying notes are an integral part of the financial statements.
7
THE ADVISORS INNER CIRCLE FUND III | PENN MUTUAL AM | |
STRATEGIC INCOME FUND | ||
DECEMBER 31, 2019 |
ASSET-BACKED SECURITIES continued | ||||||||
Face Amount | Value | |||||||
Sound Point CLO VII-R,
Ser 2018-3RA, Cl B
|
||||||||
3.734%, VAR ICE LIBOR USD 3 Month+1.800%,
|
$ | 1,750,000 | $ | 1,742,778 | ||||
Sound Point CLO, Ser 2018-1RA, Cl B
|
||||||||
3.753%, VAR ICE LIBOR USD 3 Month+1.750%,
|
4,000,000 | 3,888,235 | ||||||
Steele Creek CLO, Ser 2018-2A, Cl A
|
||||||||
3.104%, VAR ICE LIBOR USD 3 Month+1.200%,
|
2,000,000 | 1,996,174 | ||||||
Venture 33 CLO, Ser 2018-33A, Cl B
|
||||||||
3.851%, VAR ICE LIBOR USD 3 Month+1.850%,
|
3,000,000 | 2,991,669 | ||||||
Verizon Owner Trust, Ser 2017-2A, Cl B
|
1,603,000 | 1,603,712 | ||||||
|
|
|||||||
18,476,353 | ||||||||
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|
|||||||
Student Loan 9.3% | ||||||||
ECMC Group Student Loan Trust, Ser 2019-1A,
Cl A1A
|
2,419,936 | 2,417,160 | ||||||
Navient Private Education Loan Trust, Ser 2014-AA, Cl A3 Callable 07/15/2028 @ $100 |
||||||||
3.340%, VAR ICE LIBOR USD 1 Month+1.600%, 10/15/2031 (B) |
2,250,000 | 2,294,145 | ||||||
SLM Student Loan Trust, Ser 2014-2, Cl A3
|
||||||||
2.382%, VAR ICE LIBOR USD 1 Month+0.590%, 03/25/2055 |
1,883,404 | 1,839,147 | ||||||
SMB Private Education Loan Trust, Ser 2015-C,
Cl A3
|
||||||||
3.690%, VAR ICE LIBOR USD 1 Month+1.950%, 08/16/2032 (B) |
2,000,000 | 2,044,041 |
The accompanying notes are an integral part of the financial statements.
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THE ADVISORS INNER CIRCLE FUND III | PENN MUTUAL AM | |
STRATEGIC INCOME FUND | ||
DECEMBER 31, 2019 |
The accompanying notes are an integral part of the financial statements.
9
THE ADVISORS INNER CIRCLE FUND III | PENN MUTUAL AM | |
STRATEGIC INCOME FUND | ||
DECEMBER 31, 2019 |
Percentages are based on Net Assets of $114,507,151
(A) |
Zero coupon security. The rate reported on the Schedule of Investments is the effective yield at time of purchase. |
(B) |
Securities sold within terms of a private placement memorandum, exempt from registration under Section 144A of the Securities Act of 1933, as amended, and may be sold only to dealers in that program or other accredited investors. The total value of such securities as of December 31, 2019 was $48,262,143 and represents 42.1% of Net Assets. |
ABS Asset-Backed Securities
BSL Broadly Syndicated Loans
Cl Class
CLO Collateralized Loan Obligation
ETF Exchange Traded Fund
EM Emerging Markets
FHLMC Federal Home Loan Mortgage Corporation
FNMA Federal National Mortgage Association
FREMF Freddie Mac Multi-Family
ICE Intercontinental Exchange
IO Interest Only - face amount represents notional amount
LIBOR London Interbank Offered Rate
RB Revenue Bond
The open futures contracts held by the Fund at December 31, 2019, are as follows:
Type of Contract |
Number of
Contracts Long (Short) |
Expiration
Date |
Notional Amount | Value |
Unrealized
Appreciation/(Depreciation) |
|||||||||||||||
U.S. 2-Year Treasury Note |
89 | Apr-2020 | $ | 19,196,345 | $ | 19,179,500 | $ | (16,845 | ) | |||||||||||
U.S. 5-Year Treasury Note |
81 | Apr-2020 | 9,651,171 | 9,607,359 | (43,812 | ) | ||||||||||||||
U.S. 10-Year Treasury Note |
16 | Mar-2020 | 2,057,531 | 2,054,750 | (2,781 | ) | ||||||||||||||
U.S. Long Treasury Bond |
(5 | ) | Mar-2020 | (799,014 | ) | (779,531 | ) | 19,483 | ||||||||||||
U.S. Ultra Long Treasury Bond |
(47 | ) | Mar-2020 | (8,869,319 | ) | (8,537,844 | ) | 331,475 | ||||||||||||
Ultra 10-Year U.S. Treasury Note |
(25 | ) | Mar-2020 | (3,568,897 | ) | (3,517,578 | ) | 51,319 | ||||||||||||
|
|
|
|
|
|
|||||||||||||||
$ | 17,667,817 | $ | 18,006,656 | $ | 338,839 | |||||||||||||||
|
|
|
|
|
|
The accompanying notes are an integral part of the financial statements.
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THE ADVISORS INNER CIRCLE FUND III | PENN MUTUAL AM | |
STRATEGIC INCOME FUND | ||
DECEMBER 31, 2019 |
The following table summarizes the inputs used as of December 31, 2019, in valuing the Funds investments and other financial instruments carried at value:
Investments in Securities | Level 1 | Level 2 | Level 3 | Total | ||||||||||||
U.S. Treasury Obligations |
$ | | $ | 33,110,854 | $ | | $ | 33,110,854 | ||||||||
Corporate Obligations |
| 29,491,654 | | 29,491,654 | ||||||||||||
Asset-Backed Securities |
| 29,101,565 | | 29,101,565 | ||||||||||||
Mortgage-Backed Securities |
| 18,533,871 | | 18,533,871 | ||||||||||||
Municipal Bond |
| 3,573,849 | | 3,573,849 | ||||||||||||
Exchange Traded Fund |
1,530,450 | | | 1,530,450 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total Investments in Securities |
$ | 1,530,450 | $ | 113,811,793 | $ | | $ | 115,342,243 | ||||||||
|
|
|
|
|
|
|
|
|||||||||
Other Financial Instruments | Level 1 | Level 2 | Level 3 | Total | ||||||||||||
Futures Contracts* |
||||||||||||||||
Unrealized Appreciation |
$ | 402,277 | $ | | $ | | $ | 402,277 | ||||||||
Unrealized Depreciation |
(63,438) | | | (63,438) | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total Other Financial Instruments |
$ | 338,839 | $ | | $ | | $ | 338,839 | ||||||||
|
|
|
|
|
|
|
|
*Futures contracts are valued at the unrealized appreciation (depreciation) on the instrument.
Amounts designated as are $0.
For the year ended December 31, 2019, there were no transfers in or out of Level 3.
For more information on valuation inputs, see Note 2 Significant Accounting Policies in the Notes to Financial Statements.
The accompanying notes are an integral part of the financial statements.
11
THE ADVISORS INNER CIRCLE FUND III | PENN MUTUAL AM | |
STRATEGIC INCOME FUND | ||
DECEMBER 31, 2019 |
The accompanying notes are an integral part of the financial statements.
12
THE ADVISORS INNER CIRCLE FUND III | PENN MUTUAL AM | |
STRATEGIC INCOME FUND | ||
YEAR ENDED DECEMBER 31, 2019 |
The accompanying notes are an integral part of the financial statements.
13
THE ADVISORS INNER CIRCLE FUND III | PENN MUTUAL AM | |
STRATEGIC INCOME FUND | ||
* | Commenced operations on July 2, 2018. |
Amounts designated as are $0. |
The accompanying notes are an integral part of the financial statements.
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THE ADVISORS INNER CIRCLE FUND III | PENN MUTUAL AM | |
STRATEGIC INCOME FUND | ||
Selected Per Share Data & Ratios
For a Share Outstanding
Throughout the Year or Period
I Shares |
Year
Ended December 31, 2019 |
Period
Ended December 31, 2018* |
||||||||||
Net Asset Value, Beginning of Year/Period |
$ | 9.84 | $ | 10.00 | ||||||||
|
|
|
|
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Income (Loss) from Operations: |
||||||||||||
Net Investment Income(1) |
0.24 | 0.12 | ||||||||||
Net Realized and Unrealized Gain (Loss) |
0.32 | (0.13 | ) | |||||||||
|
|
|
|
|||||||||
Total from Operations |
0.56 | (0.01 | ) | |||||||||
|
|
|
|
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Dividends and Distributions: |
||||||||||||
Net Investment Income |
(0.25 | ) | (0.12 | ) | ||||||||
Net Realized Gain |
(0.02 | ) | (0.03 | ) | ||||||||
Return of Capital |
| ^ | ||||||||||
|
|
|
|
|||||||||
Total Dividends and Distributions |
(0.27 | ) | (0.15 | ) | ||||||||
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|
|
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Net Asset Value, End of Year/Period |
$ | 10.13 | $ | 9.84 | ||||||||
|
|
|
|
|||||||||
Total Return |
5.65 | % | (0.10 | )% | ||||||||
|
|
|
|
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Ratios and Supplemental Data |
||||||||||||
Net Assets, End of Year/Period (Thousands) |
$ | 114,507 | $ | 107,887 | ||||||||
Ratio of Expenses to Average Net Assets |
0.78 | % | 0.86 | %** | ||||||||
Ratio of Expenses to Average Net Assets (Excluding Waivers and Fees Paid Indirectly) |
0.78 | % | 0.92 | %** | ||||||||
Ratio of Net Investment Income to Average Net Assets |
2.38 | % | 2.48 | %** | ||||||||
Portfolio Turnover Rate |
83 | % | 21 | %*** | ||||||||
(1) Per share calculations were performed using average shares for the period. * Commenced operations on July 2, 2018. ** Annualized *** Not Annualized ^ Amount is less than 0.005. Return is for the period indicated and has not been annualized. Total return would have been lower had certain expenses not been waived and assumed by the Adviser during the period. Returns shown do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares.
Amounts designated as are $0 or have been rounded to $0. |
|
The accompanying notes are an integral part of the financial statements.
15
THE ADVISORS INNER CIRCLE FUND III | PENN MUTUAL AM | |
STRATEGIC INCOME FUND | ||
DECEMBER 31, 2019 |
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 33 funds. The financial statements herein are those of the Penn Mutual AM Strategic Income Fund (the Fund) (formerly, Penn Mutual AM Unconstrained Bond Fund). The investment objective of the Fund is to seek attractive risk-adjusted total return through a combination of income and capital appreciation. The Fund is classified as a diversified investment company. Penn Mutual Asset Management, LLC serves as the Funds investment adviser (the Adviser). The Fund currently offers I Shares. The Fund commenced operations on July 2, 2018. The financial statements of the remaining funds of the Trust are presented separately. The assets of each fund are segregated, and a shareholders interest is limited to the fund in which shares are held.
2. Significant Accounting Policies:
The following are significant accounting policies, which are consistently followed in the preparation of the financial statements of the Fund. The Fund is an investment company that applies the accounting and reporting guidance issued in Topic 946 by the U.S. Financial Accounting Standards Board (FASB).
Use of Estimates The preparation of financial statements in conformity with United States 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 revenues and expenses during the reporting period. Actual results could differ from those estimates and such differences could be material.
Security Valuation Securities listed on a securities exchange, market or automated quotation system for which quotations are readily available (except for securities traded on the NASDAQ Stock Market (the NASDAQ)), including securities traded over the counter, are valued at the last quoted sale price on an exchange or market (foreign or domestic) on which they are traded on valuation date (or at approximately 4:00 pm Eastern Standard Time if a securitys primary exchange is normally open at that time), or, if there is no such reported sale on the valuation date, at the most recent quoted bid price. For securities traded on
16
THE ADVISORS INNER CIRCLE FUND III | PENN MUTUAL AM | |
STRATEGIC INCOME FUND | ||
DECEMBER 31, 2019 |
NASDAQ, the NASDAQ Official Closing Price will be used. If available, debt securities are priced based upon valuations provided by independent, third-party pricing agents. Such values generally reflect the last reported sales price if the security is actively traded. The third-party pricing agents may also value debt securities at an evaluated bid price by employing methodologies that utilize actual market transactions, broker supplied valuations, or other methodologies designed to identify the market value for such securities. Such methodologies generally consider such factors as security prices, yields, maturities, call features, ratings and developments relating to specific securities in arriving at valuations. On the first day a new debt security purchase is recorded, if a price is not available on the automated pricing feeds from our primary and secondary pricing vendors nor is it available from an independent broker, the security may be valued at its purchase price. Each day thereafter, the debt security will be valued according to the Trusts Fair Value Procedures until an independent source can be secured. Debt obligations with remaining maturities of sixty days or less may be valued at their amortized cost, which approximates market value provided that it is determined the amortized cost continues to approximate fair value. Should existing credit, liquidity or interest rate conditions in the relevant markets and issuer specific circumstances suggest that amortized cost does not approximate fair value, then the amortized cost method may not be used. The prices for foreign securities are reported in local currency and converted to U.S. dollars using currency exchange rates.
Securities for which market prices are not readily available are valued in accordance with Fair Value Procedures established by the Funds Board of Trustees (the Board). The Funds Fair Value Procedures are implemented through a Fair Value Committee (the Committee) designated by the Board. Some of the more common reasons that may necessitate that a security be valued using Fair Value Procedures include: the securitys trading has been halted or suspended; the security has been de-listed from a national exchange; the securitys 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 securitys 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.
Futures contracts that are traded on an exchange are valued at their last reported sales price as of the valuation date.
17
THE ADVISORS INNER CIRCLE FUND III | PENN MUTUAL AM | |
STRATEGIC INCOME FUND | ||
DECEMBER 31, 2019 |
In accordance with U.S. GAAP, the Fund discloses fair value of its investments in a hierarchy that prioritizes the inputs to valuation techniques used to measure the fair value. The objective of a fair value measurement is to determine the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (an exit price). Accordingly, the fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy are described below:
|
Level 1 Unadjusted quoted prices in active markets for identical, unrestricted assets or liabilities that the Fund has the ability to access at the measurement date; |
|
Level 2 Other significant observable inputs (includes quoted prices for similar securities, interest rates, prepayment speeds, credit risk, referenced indices, quoted prices in inactive markets, adjusted quoted prices in active markets, adjusted quoted prices on foreign equity securities that were adjusted in accordance with pricing procedures approved by the Board, etc.); and |
|
Level 3 Prices, inputs or proprietary modeling techniques which are both significant to the fair value measurement and unobservable (supported by little or no market activity). |
Investments are classified within the level of the lowest significant input considered in determining fair value. Investments classified within Level 3 whose fair value measurement considers several inputs may include Level 1 or Level 2 inputs as components of the overall fair value measurement.
For the year ended December 31, 2019, there have been no significant changes to the Funds fair valuation methodology.
Federal Income Taxes It is the Funds intention to qualify as a regulated investment company for Federal income tax purposes by complying with the appropriate provisions of Subchapter M of the Internal Revenue Code of 1986 (the Code), as amended. Accordingly, no provisions for Federal income taxes have been made in the financial statements.
The Fund evaluates tax positions taken or expected to be taken in the course of preparing the Funds 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
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THE ADVISORS INNER CIRCLE FUND III | PENN MUTUAL AM | |
STRATEGIC INCOME FUND | ||
DECEMBER 31, 2019 |
positions not deemed to meet the more-likely-than-not threshold are recorded as a tax benefit or expense in the current period. The Fund did not record any tax provision in the current period. However, managements 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 December 31, 2019, the Fund did not have a liability for any unrecognized tax benefits. The Fund recognizes interest and penalties, if any, related to unrecognized tax benefits as income tax expense in the Statement of Operations. During the year ended December 31, 2019, the Fund did not incur any interest or penalties.
Security Transactions and Investment Income Security transactions are accounted for on trade date. Costs used in determining realized gains and losses on the sale of investment securities are based on the specific identification method. Dividend income and expense are recorded on the ex-dividend date. Interest income is recognized on the accrual basis from settlement date and includes the amortization of premiums and the accretion of discount. 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. Discounts and premiums on fixed income securities are accreted and amortized using the effective interest method. Realized gains (losses) on paydowns of mortgage-backed and asset-backed securities are recorded as an adjustment to interest income.
Futures Contracts The Fund utilized futures contracts during the year ended December 31, 2019. To the extent consistent with its investment objective and strategies, the Fund may use futures contracts for tactical hedging purposes as well as to enhance the Funds returns. Initial margin deposits of cash or securities are made upon entering into futures contracts. The futures contracts are valued at the settlement price established each day by the exchange on which they are traded. The futures contracts are marked to market daily and the resulting changes in value are accounted for as unrealized gains and losses. Variation margin payments are paid or received, depending upon whether unrealized gains or losses are incurred. When the futures contract is closed, the Fund records a realized gain or loss equal to the difference between the proceeds from (or cost of) the closing transaction and the amount invested in the futures contract.
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THE ADVISORS INNER CIRCLE FUND III | PENN MUTUAL AM | |
STRATEGIC INCOME FUND | ||
DECEMBER 31, 2019 |
Risks of entering into futures contracts include the possibility that there will be an imperfect price correlation between the futures and the underlying securities. Second, it is possible that a lack of liquidity for futures contracts could exist in the secondary market, resulting in an inability to close a position prior to its maturity date. Third, the futures contract involves the risk that a Fund could lose more than the original margin deposit required to initiate a futures transaction.
Finally, the risk exists that losses could exceed amounts disclosed on the Statement of Assets and Liabilities. Refer to the Funds Schedule of Investments for details regarding open futures contracts as of December 31, 2019.
For the year ended December 31, 2019, the average quarterly balances of futures contracts held were as follows:
Average Quarterly Market Value Balance Long |
$ 13,994,082 | |||
Average Quarterly Market Value Balance Short |
$ (16,369,223) |
Expenses Most expenses of the Trust can be directly attributed to a particular fund. Expenses which cannot be directly attributed to a particular fund are apportioned among the funds of the Trust based on the number of funds and/or relative net assets.
Cash Idle cash may be swept into various time deposit accounts and is classified as cash on the Statement of Assets and Liabilities. The Fund maintains cash in bank deposit accounts which, at times may exceed United States federally insured limits. Amounts invested are available on the same business day.
Dividends and Distributions to Shareholders The Fund distributes its net investment income monthly. Any net realized capital gains are distributed annually. All distributions are recorded on ex-dividend date.
Deferred Offering Costs Offering costs, including costs of printing initial prospectus, legal and registration fees, were amortized over twelve-months from inception of the Fund. As of December 31, 2019, the Fund had fully amortized the offering costs.
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
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THE ADVISORS INNER CIRCLE FUND III | PENN MUTUAL AM | |
STRATEGIC INCOME FUND | ||
DECEMBER 31, 2019 |
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 Funds books and the U.S. dollar equivalent of the amounts actually received or paid.
Options Written/Purchased The Fund may purchase and write put and call options on indices and enter into related closing transactions. A put option on a security gives the purchaser of the option the right to sell, and the writer of the option the obligation to buy, the underlying security at any time during the option period for American options and only at the expiration date for European options. A call option on a security gives the purchaser of the option the right to buy, and the writer of the option the obligation to sell, the underlying security at any time during the option period for American options and only at the expiration date for European options. The premium paid to the writer is the consideration for undertaking the obligations under the option contract. The market value of an option generally reflects the market price of an underlying security. Other principal factors affecting market value include supply and demand, interest rates, the pricing volatility of the underlying security and the time remaining until the expiration date. Premiums received or paid from writing or purchasing options which expire unexercised are treated by the Fund on the expiration date as realized gains or losses. The difference between the premium and the amount paid or received on effecting a closing purchase or sale transaction, including brokerage commissions, is also treated as a realized gain or loss. If an option is exercised, the premium paid or received is added to the cost of the purchase or proceeds from the sale in determining whether a Fund has realized a gain or a loss. Any realized or unrealized gains (loss) during the period are presented on the Statement of Operations. Risks associated with options transactions include: (i) the success of a hedging strategy may depend on an ability to predict movements in the prices of individual securities, fluctuations in markets and movements in interest rates; (ii) there may be an imperfect correlation between the movement in prices of options and the securities underlying them; (iii) there may not be a liquid secondary market for options; and (iv) while a Fund will receive a premium when it writes covered call options, it may not participate fully in a rise in the market value of the underlying security.
21
THE ADVISORS INNER CIRCLE FUND III | PENN MUTUAL AM | |
STRATEGIC INCOME FUND | ||
DECEMBER 31, 2019 |
For the year ended December 31, 2019, the average quarterly notional value of purchased option contracts held were as follows:
Average Quarterly Notional Contracts Purchased: $ 20,672
3. Derivative Transactions:
The following tables include the Funds exposure by type of risk on derivatives held throughout the period.
The fair value of derivative instruments as of December 31, 2019, is as follows:
Asset Derivatives | Liability Derivatives | |||||||||||
Statements of Assets and
Liability Location |
Fair Value |
Statements of Assets and
Liability Location |
Fair Value | |||||||||
Interest Rate Contracts |
Net Assets Unrealized appreciation on futures contracts |
$ | 402,477 | * |
Net Assets Unrealized depreciation on futures contracts |
$ | 63,438 | * | ||||
|
|
|
|
|||||||||
Total |
$ | 402,477 | $ | 63,438 | ||||||||
|
|
|
|
* | Includes cumulative appreciation/depreciation of futures contracts as reported in the Schedule of Investments. Only current days variation margin is reported within the Statement of Assets & Liabilities. |
The effect of derivative instruments on the Statement of Operations for the year ended December 31, 2019, were as follows:
The amount of realized gain/(loss) on derivatives recognized in income:
Futures
Contracts |
Option
Contracts |
Total | ||||||||||
Interest rate contracts |
$ | (1,705,297 | ) | $ | (72,900 | ) | $ | (1,778,197 | ) | |||
Equity contracts |
(2,750 | ) | | (2,750 | ) | |||||||
Commodity contracts |
311,007 | | 311,007 | |||||||||
Total |
$ | (1,397,040 | ) | $ | (72,900 | ) | $ | (1,469,940 | ) |
Change in unrealized appreciation/(depreciation) on derivatives recognized in income:
Futures Contracts |
Total | |||||||
Interest rate contracts |
$ | 663,947 | $ | 663,947 | ||||
Commodity contracts |
(93,120 | ) | (93,120 | ) | ||||
Total |
$ | 570,827 | $ | 570,827 |
4. Transactions with Affiliates:
Certain officers of the Trust are also employees of SEI Investments Global Funds Services (the Administrator), a wholly owned subsidiary of SEI Investments Company, and/or SEI Investments Distribution Co. (the Distributor). Such officers are paid no
22
THE ADVISORS INNER CIRCLE FUND III | PENN MUTUAL AM | |
STRATEGIC INCOME FUND | ||
DECEMBER 31, 2019 |
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 Trusts Advisors and service providers as required by SEC regulations. The CCOs services and fees have been approved by and are reviewed by the Board.
5. 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 December 31, 2019, the Fund paid $99,999 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.
DST Systems, Inc., serves as the transfer agent and dividend disbursing agent for the Fund under a transfer agency agreement with the Trust.
6. Investment Advisory Agreement:
Under the terms of an investment advisory agreement, the Adviser provides investment advisory services to the Fund at a fee calculated at an annual rate of 0.45% of the Funds average daily net assets.
Prior to May 1, 2019, the management fee for the Fund was 0.59% of the average daily net assets of the Fund. The Adviser has contractually agreed to waive fees and reimburse expenses to the extent necessary to keep total annual Fund operating expenses (excluding interest, taxes, brokerage commissions, acquire fund fees and expenses, and extraordinary expenses (collectively, excluded expenses)) from exceeding 1.00% of the Funds average daily net assets until May 31, 2020 (the contractual expense limit). This agreement may be terminated by: (i) the Board, for any reason at any time; or (ii) the Adviser, upon ninety (90) days prior written notice to the Trust, effective as of the close of business on May 31, 2020. In addition, the Adviser may receive from the Fund the difference between the total annual Fund operating expenses (not including excluded expenses) and the contractual expense limit to recoup all or a portion of its prior fee waivers or expense reimbursements made during
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THE ADVISORS INNER CIRCLE FUND III | PENN MUTUAL AM | |
STRATEGIC INCOME FUND | ||
DECEMBER 31, 2019 |
the three-year period preceding the recoupment if at any point total annual Fund operating expenses (not including excluded expenses) are below the contractual expense limit (i) at the time of the fee waiver and/or expense reimbursement and (ii) at the time of the recoupment. As of December 31 2019, there were no fees which were previously waived and/or reimbursed to the Fund by the Adviser, which may be subject to possible future reimbursement, up to the expense cap in place at the time the expenses were waived and reimbursed to the Fund.
7. Investment Transactions:
The cost of security purchases and the proceeds from security sales other than short-term securities, for the year ended December 31, 2019, were as follows:
Purchases | Sales |
U.S. Government
Purchases |
U.S. Government
Sales and Maturities |
|||||||||
$72,864,154 |
$70,911,119 | $ | 12,371,464 | $ | 4,743,953 |
8. Federal Tax Information:
The amount and character of income and capital gain distributions to be paid, if any, are determined in accordance with Federal income tax regulations, which may differ from U.S. GAAP. As a result, net investment income (loss) and net realized gain (loss) on investment transactions for a reporting period may differ significantly from distributions during such period. These book/tax differences may be temporary or permanent. Permanent differences are reclassified among capital accounts in the financial statements to reflect their tax character. Temporary differences arise when certain items of income, expense, gain, or loss are recognized in different periods for financial statement and tax purposes; these differences will reverse at some time in the future. To the extent these differences are permanent, they are charged or credited to paid-in capital, or distributable earnings, as appropriate, in the period that the differences arise. The permanent difference in the current year is primarily attributable to different treatment for gains and losses on paydowns of mortgage and asset backed securities for tax purposes, perpetual bond interest and foreign currency gains and losses.
The tax character of dividends or distributions declared during the year/period ended December 31, 2019 and December 31, 2018:
Ordinary
Income |
Long-Term
Capital Gain |
Return of
Capital |
Total | |||||||||||||
2019 | $ | 2,908,081 | $ | | $ | | $ | 2,908,081 | ||||||||
2018 | $ | 1,481,636 | $ | 147,472 | $ | 2,373 | $ | 1,631,481 |
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THE ADVISORS INNER CIRCLE FUND III | PENN MUTUAL AM | |
STRATEGIC INCOME FUND | ||
DECEMBER 31, 2019 |
At December 31, 2019, the components of Distributable Earnings on a tax basis were as follows:
Undistributed Ordinary Income |
$ | 924,251 | ||
Undistributed Long-Term Capital Gains |
20,136 | |||
Unrealized Appreciation |
984,950 | |||
Other Temporary Differences |
(447,360) | |||
|
|
|||
Total Net Distributable Earnings |
$ | 1,481,977 | ||
|
|
The other temporary differences in the current year are primarily attributable to treasury straddle loss deferral and perpetual bond tax related adjustments.
The Federal tax cost and aggregate gross unrealized appreciation and depreciation for the investments (including foreign currency and derivatives, if applicable) held by the Fund at December 31, 2019, were as follows:
Federal
Tax Cost |
Aggregate Gross
Unrealized Appreciation |
Aggregate Gross
Unrealized Depreciation |
Net Unrealized
Appreciation |
|||||||||
$114,357,293 | $ | 1,313,627 | $ | (328,677 | ) | $ | 984,950 |
9. Concentration of Risks:
As with all mutual funds, there is no guarantee that the Fund will achieve its investment objective. You could lose money by investing in the Fund. A Fund share is not a bank deposit and it is not insured or guaranteed by the Federal Deposit Insurance Corporation (FDIC) or any other government agency. The principal risk factors affecting shareholders investments in the Fund are set forth below.
Asset-Backed Securities Risk Payment of principal and interest on asset-backed securities is dependent largely on the cash flows generated by the assets backing the securities. Securitization trusts generally do not have any assets or sources of funds other than the receivables and related property they own, and asset-backed securities are generally not insured or guaranteed by the related sponsor or any other entity. Asset-backed securities may be more illiquid than more conventional types of fixed-income securities that the Fund may acquire.
Below Investment Grade Securities (Junk Bonds) Risk Fixed-income securities rated below investment grade (junk bonds) involve greater risks of default or downgrade and are generally more volatile than investment grade securities because the prospect for repayment of principal and interest of many of these securities is speculative. Because these securities typically offer a higher rate of return to compensate investors for these risks, they are sometimes referred to as high-yield bonds, but there is no guarantee that an investment in these securities will result in a high rate of return.
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THE ADVISORS INNER CIRCLE FUND III | PENN MUTUAL AM | |
STRATEGIC INCOME FUND | ||
DECEMBER 31, 2019 |
Corporate Fixed-Income Securities Risk Corporate fixed-income securities respond to economic developments, especially changes in interest rates, as well as perceptions of the creditworthiness and business prospects of individual issuers. Corporate fixed income securities are subject to the risk that the issuer may not be able to pay interest or, ultimately, to repay principal upon maturity. Interruptions or delays of these payments could adversely affect the market value of the security.
Counterparty Risk There is a risk that the Fund may incur a loss arising from the failure of another party to a contract (the counterparty) to meet its obligations. Counterparty risk arises primarily from investments in cash held at the Funds custodian, derivatives and currency transactions. Substantial losses can be incurred if a counterparty fails to deliver on its contractual obligations.
Credit Risk The risk that the issuer of a security or the counterparty to a contract will default or otherwise become unable to honor a financial obligation.
Derivatives Risk The Funds use of derivatives is subject to market risk, leverage risk, correlation risk, liquidity risk and tax risk. Liquidity risk is described below. Many over-the-counter (OTC) derivative instruments will not have liquidity beyond the counterparty to the instrument. Leverage risk is the risk that a small percentage of assets invested in derivatives can have a disproportionately larger impact on the Funds performance. Market risk is the risk that the market value of an investment may move up and down, sometimes rapidly and unpredictably. Correlation risk is the risk that changes in the value of the derivative may not correlate perfectly with the underlying asset, rate or index. Tax risk is the risk that the use of derivatives may cause the Fund to realize higher amounts of short-term capital gains, thereby increasing the amount of taxes payable by shareholders. Certain derivatives are also subject to counterparty risk, credit risk and valuation risk. Valuation risk is the risk that the derivative may be difficult to value and/or valued incorrectly. Counterparty risk and credit risk are described above. Each of these risks could cause the Fund to lose more than the principal amount invested in a derivative instrument. Some derivatives have the potential for unlimited loss, regardless of the size of the Funds initial investment. The other parties to certain derivative contracts present the same types of credit risk as issuers of fixed-income securities. Both U.S. and non-U.S. regulators are in the process of adopting and implementing regulations governing derivatives markets, the ultimate impact of which remains unclear.
Downgrade Risk The risk that securities are subsequently downgraded in the event that rating agencies believe the issuers business outlook or creditworthiness has deteriorated.
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THE ADVISORS INNER CIRCLE FUND III | PENN MUTUAL AM | |
STRATEGIC INCOME FUND | ||
DECEMBER 31, 2019 |
Duration Risk The longer-term securities in which the Fund may invest tend to be more volatile than shorter-term securities. A portfolio with a longer average portfolio duration is more sensitive to changes in interest rates than a portfolio with a shorter average portfolio duration.
Extension Risk The risk that rising interest rates may extend the duration of a fixed-income security, typically reducing the securitys value.
Fixed-Income Securities Risk The prices of the Funds fixed-income securities respond to economic developments, particularly interest rate changes, as well as to perceptions about the creditworthiness of individual issuers, including governments and their agencies. Generally, the Funds fixed-income securities will decrease in value if interest rates rise and vice versa. In a low interest rate environment, risks associated with rising rates are heightened. Declines in dealer market-making capacity as a result of structural or regulatory changes could decrease liquidity and/or increase volatility in the fixed-income markets.
Futures Contracts Risk Futures contracts, or futures, provide for the future sale by one party and purchase by another party of a specified amount of a specific security or asset at a specified future time and at a specified price (with or without delivery required). The risks of futures typically include: (i) leverage risk; (ii) correlation or tracking risk; and (iii) liquidity risk. Because futures require only a small initial investment in the form of a deposit or margin, they involve a high degree of leverage. Accordingly, the fluctuation of the value of futures in relation to the underlying assets upon which they are based is magnified. Thus, the Fund may experience losses that exceed losses experienced by funds that do not use futures contracts and which may be unlimited, depending on the structure of the contract. There may be imperfect correlation, or even no correlation, between price movements of a futures contract and price movements of investments for which futures are used as a substitute, or which futures are intended to hedge.
Interest Rate Risk The risk that a rise in interest rates will cause a fall in the value of fixed-income securities, including U.S. Government securities, in which the Fund invests. A low interest rate environment may present greater interest rate risk because there may be a greater likelihood of rates increasing and rates may increase more rapidly.
Investment Style Risk The risk that U.S. fixed-income securities may underperform other segments of the fixed-income markets or the fixed-income markets as a whole.
Leverage Risk The use of leverage can amplify the effects of market volatility on the Funds share price and may also cause the Fund to liquidate portfolio positions when it
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THE ADVISORS INNER CIRCLE FUND III | PENN MUTUAL AM | |
STRATEGIC INCOME FUND | ||
DECEMBER 31, 2019 |
would not be advantageous to do so in order to satisfy the Funds obligations. The Funds use of leverage may result in a heightened risk of investment loss.
Liquidity Risk The risk that 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 lower the price of the security, sell other securities instead, or forego an investment opportunity, any of which could have a negative effect on Fund management or performance.
Mortgage-Backed Securities Risk Mortgage-backed securities are affected significantly by the rate of prepayments and modifications of the mortgage loans backing those securities, as well as by other factors such as borrower defaults, delinquencies, realized or liquidation losses, and other shortfalls. Mortgage-backed securities are particularly sensitive to prepayment risk, which is described below, given that the term to maturity for mortgage loans is generally substantially longer than the expected lives of those securities; however, the timing and amount of prepayments cannot be accurately predicted. The timing of changes in the rate of prepayments of the mortgage loans may significantly affect the Funds actual yield to maturity on any mortgage backed securities, even if the average rate of principal payments is consistent with the Funds expectation. Along with prepayment risk, mortgage-backed securities are significantly affected by interest rate risk, which is described above. In a low interest-rate environment, mortgage loan prepayments would generally be expected to increase due to factors such as refinancings and loan modifications at lower interest rates. In contrast, if prevailing interest rates rise, prepayments of mortgage loans generally would be expected to decline and, therefore, to extend the weighted average lives of mortgage-backed securities held or acquired by the Fund.
Mortgage-backed securities guaranteed by the Government National Mortgage Association (Ginnie Mae) are guaranteed as to the timely payment of principal and interest by Ginnie Mae and such guarantee is backed by the full faith and credit of the United States. Ginnie Mae securities also are supported by the right of Ginnie Mae to borrow funds from the U.S. Treasury to make payments under its guarantee. Mortgage-backed securities issued by the Federal National Mortgage Association (Fannie Mae) or the Federal Home Loan Mortgage Corporation (Freddie Mac) are solely the obligations of Fannie Mae or Freddie Mac, as the case may be, are not backed by or entitled to the full faith and credit of the United States but are supported by the right of the issuer to borrow from the Treasury.
Residential mortgage-backed securities may not be backed by the full faith and credit of the U.S. Government and are subject to risk of default on the underlying mortgages. Delinquencies and defaults by borrowers in payments on the underlying mortgages, and
28
THE ADVISORS INNER CIRCLE FUND III | PENN MUTUAL AM | |
STRATEGIC INCOME FUND | ||
DECEMBER 31, 2019 |
the related losses, are affected by general economic conditions, the borrowers equity in the mortgaged property and the borrowers financial circumstances. Residential mortgage-backed securities issued by non-government entities may offer higher yields than those issued by government entities, but also may be subject to greater volatility than government issued residential mortgage-backed securities.
Commercial mortgage-backed securities include securities that reflect an interest in, and are secured by, mortgage loans on commercial real property. Many of the risks of investing in commercial mortgage backed securities reflect the risks of investing in the real estate securing the underlying mortgage loans. These risks reflect the effects of local and other economic conditions on real estate markets, the ability of tenants to make loan payments, and the ability of a property to attract and retain tenants. Commercial mortgage-backed securities may be less liquid and exhibit greater price volatility than other types of mortgageor asset-backed securities.
Municipal Securities Risk Municipal securities, like other fixed income securities, rise and fall in value in response to economic and market factors, primarily changes in interest rates, and actual or perceived credit quality. Rising interest rates will generally cause municipal securities to decline in value. Longer-term securities respond more sharply to interest rate changes than do shorter-term securities. A municipal security will also lose value if, due to rating downgrades or other factors, there are concerns about the issuers current or future ability to make principal or interest payments. State and local governments rely on taxes and, to some extent, revenues from private projects financed by municipal securities, to pay interest and principal on municipal debt. Poor statewide or local economic results or changing political sentiments may reduce tax revenues and increase the expenses of municipal issuers, making it more difficult for them to meet their obligations. Actual or perceived erosion of the creditworthiness of municipal issuers may reduce the value of the Funds holdings. As a result, the Fund will be more susceptible to factors that adversely affect issuers of municipal obligations than a mutual fund that does not have as great a concentration in municipal obligations.
Portfolio Turnover Risk Due to its investment strategy, the Fund may buy and sell securities frequently. This may result in higher transaction costs and additional capital gains tax liabilities, which may affect the Funds performance.
Preferred Stock Risk Preferred stocks are nonvoting equity securities that pay a stated fixed or variable rate of return. Preferred stocks are subject to issuer-specific risks (such as credit risk) and market risks applicable generally to equity securities. The market value of preferred stocks generally decreases when interest rates rise. Preferred stocks generally are subordinated to bonds and other debt instruments in a companys capital
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THE ADVISORS INNER CIRCLE FUND III | PENN MUTUAL AM | |
STRATEGIC INCOME FUND | ||
DECEMBER 31, 2019 |
structure in terms of priority to corporate income and liquidation payments and, therefore, will be subject to greater credit risk than the companys bonds and other debt instruments. Preferred stock may also be subject to prepayment risk, which is discussed below.
Prepayment Risk The risk that, in a declining interest rate environment, fixed-income securities with stated interest rates may have the principal paid earlier than expected, requiring the Fund to invest the proceeds at generally lower interest rates.
Swap Agreements Risk Swaps are agreements whereby two parties agree to exchange payment streams calculated by reference to an underlying asset, such as a rate, index, instrument or securities. Swaps typically involve credit risk, market risk, liquidity risk, funding risk, operational risk, legal and documentation risk, regulatory risk and/or tax risk. Swap agreements further involve the risk that the party with whom the Fund has entered into the swap will default on its obligation to pay the Fund and the risk that the Fund will not be able to meet its obligations to the other party to the agreement.
U.S. Government Securities Risk Although U.S. Government securities are considered to be among the safest investments, they are not guaranteed against price movements due to changing interest rates. Obligations issued by some U.S. Government agencies are backed by the U.S. Treasury, while others are backed solely by the ability of the agency to borrow from the U.S. Treasury or by the agencys own resources.
10. Other:
At December 31, 2019, the percentage of total shares outstanding held by shareholders owning 10% or greater for the Fund, 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 | |||||||
Penn Mutual AM Strategic Income Fund |
||||||||
I Shares |
2 | 92 | % |
In the normal course of business, the Fund enters into contracts that provide general indemnifications. The Funds 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.
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THE ADVISORS INNER CIRCLE FUND III | PENN MUTUAL AM | |
STRATEGIC INCOME FUND | ||
DECEMBER 31, 2019 |
11. Regulatory Matters:
On August 17, 2018, the SEC adopted amendments to Regulation S-X. These changes are effective for periods after November 5, 2018. The updates to Registered Investment Companies were mainly focused on simplifying the presentation of distributable earnings by eliminating the need to present the components of distributable earning on a book basis in the Statement of Assets & Liabilities. The update also impacted the presentation of undistributed net investment income and distribution to shareholders on the Statement of Changes in Net Assets. The amounts presented in the current Statement of Changes in Net Assets represent the aggregated total distributions of net investment income and realized capital gains, except for distributions classified as return of capital which are still presented separately.
12. New Accounting Pronouncement:
In August 2018, the FASB issued Accounting Standards Update 2018-13, Fair Value Measurement (Topic 820). The new guidance includes additions and modifications to disclosures requirements for fair value measurements. For public entities, the amendments are effective for financial statements issued for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years.
In March 2017, the FASB issued an Accounting Standards Update, ASU 2017-08, Receivables Nonrefundable Fees and Other Costs (Subtopic 310-20), Premium Amortization on Purchased Callable Debt Securities (the ASU) which amends the amortization period for certain purchased callable debt securities held at a premium, shortening such period to the earliest call date. The ASU does not require any accounting change for debt securities held at a discount; the discount continues to be amortized to maturity. The ASU is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. The implications of the ASU have been determined to be immaterial to the Fund and have not been reflected within the Financial Statements.
13. Subsequent Events:
The Fund has evaluated the need for additional disclosures and/or adjustments resulting from subsequent events through the date the financial statements were issued. Based on this evaluation, no additional disclosures and/or adjustments were required to the financial statements as of December 31, 2019.
31
THE ADVISORS INNER CIRCLE FUND III | PENN MUTUAL AM | |
STRATEGIC INCOME FUND | ||
DECEMBER 31, 2019 |
Report of Independent Registered Accounting Firm |
To the Board of Trustees of The Advisors Inner Circle Fund III and Shareholders of Penn Mutual AM Strategic Income Fund
Opinion on the Financial Statements
We have audited the accompanying statement of assets and liabilities, including the schedule of investments, of Penn Mutual AM Strategic Income Fund (one of the Funds constituting The Advisors Inner Circle Fund III, hereafter referred to as the Fund) as of December 31, 2019, the related statement of operations for the year ended December 31, 2019 and the statement of changes in net assets and the financial highlights for the year ended December 31, 2019 and for the period July 2, 2018 (commencement of operations) through December 31, 2018, including the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Fund as of December 31, 2019, the results of its operations for the year ended December 31, 2019, and the changes in its net assets and the financial highlights for the year ended December 31, 2019 and for the period July 2, 2018 (commencement of operations) through December 31, 2018 in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These financial statements are the responsibility of the Funds management. Our responsibility is to express an opinion on the Funds financial statements based on our audit. 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 audit of these financial statements in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.
Our audit 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 audit 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 December 31, 2019 by correspondence with the custodian. We believe that our audit provides a reasonable basis for our opinion.
/s/ PricewaterhouseCoopers LLP
Philadelphia, Pennsylvania
February 27, 2020
We have served as the auditor of one or more investment companies in Penn Mutual Asset Management, LLC since 2018.
32
THE ADVISORS INNER CIRCLE FUND III | PENN MUTUAL AM | |
STRATEGIC INCOME FUND | ||
DECEMBER 31, 2019 |
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 funds gross income and directly reduce your final investment return. These expenses are expressed as a percentage of the mutual funds average net assets; this percentage is known as the mutual funds 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 July 1, 2019 to December 31, 2019.
The table on the next page illustrates your Funds 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 Funds 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 Funds 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 Funds comparative cost by comparing the hypothetical result for your Fund in the Expense Paid During Period column with those that appear in the same charts in the shareholder reports for other mutual funds.
33
THE ADVISORS INNER CIRCLE FUND III | PENN MUTUAL AM | |
STRATEGIC INCOME FUND | ||
DECEMBER 31, 2019 |
DISCLOSURE OF FUND EXPENSES (Unaudited) concluded
|
Note: Because the return is set at 5% for comparison purposes NOT your Funds actual return the account values shown may not apply to your specific investment.
Beginning
Account Value 7/01/19 |
Ending
Account Value 12/31/19 |
Annualized
Expense Ratios |
Expenses
Paid During Period* |
|||||||||||||
Actual Fund Return | ||||||||||||||||
I Shares |
$ | 1,000.00 | $ | 1,017.40 | 0.74 | % | $ | 3.76 | ||||||||
Hypothetical 5% Return | ||||||||||||||||
I Shares |
$ | 1,000.00 | $ | 1,021.48 | 0.74 | % | $ | 3.77 |
* | Expenses are equal to the Funds annualized expense ratio multiplied by the average account value over the period, multiplied by 184/365. |
34
[THIS PAGE INTENTIONALLY LEFT BLANK]
THE ADVISORS INNER CIRCLE FUND III | PENN MUTUAL AM | |
STRATEGIC INCOME FUND | ||
DECEMBER 31, 2019 |
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, 1 Freedom Valley Drive, Oaks Pennsylvania 19456. Trustees who are deemed not to be interested persons of the Trust are referred to as Independent Trustees. Mr. Doran is a Trustee who may be
Name and Year of Birth |
Position with Trust and length of Time
Served1 |
Principal Occupation in the Past Five Years | ||
INTERESTED TRUSTEES2 3 |
||||
William M. Doran (Born: 1940) |
Chairman of
Board of Trustees (Since 2014) |
Self-Employed Consultant since 2003. Partner at Morgan, Lewis & Bockius LLP (law firm) from 1976 to 2003. Counsel to the Trust, SEI Investments, SIMC, the Administrator and the Distributor. Secretary of SEI Investments since 1978.
|
||
INDEPENDENT TRUSTEES2 | ||||
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.
|
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 Trusts Declaration of Trust.
2 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.
3 Trustees oversee 33 funds in The Advisors Inner Circle Fund III.
36
THE ADVISORS INNER CIRCLE FUND III | PENN MUTUAL AM | |
STRATEGIC INCOME FUND | ||
DECEMBER 31, 2019 |
deemed to be interested persons of the Trust as that term is defined in the 1940 Act by virtue of their affiliation with the Trusts Distributor. The Trusts Statement of Additional Information (SAI) includes additional information about the Trustees and Officers. The SAI may be obtained without charge by calling 1-877-PMA-MLLC (877-762-6552). The following chart lists Trustees and Officers as of December 31, 2019.
Other Directorships Held in the Past Five Years4 |
Current Directorships: Trustee of Gallery Trust, Schroder Series Trust, Schroder Global Series Trust, 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 InvestmentsGlobal 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 OConnor EQUUS (closed-end investment company) to 2016. Trustee of SEI Liquid Asset Trust to 2016. Trustee of Winton Series Trust to 2017. Trustee of The Advisors Inner Circle Fund, The Advisors Inner Circle Fund II, Bishop Street Funds, The KP Funds and Winton Diversified Opportunities Fund (closed-end investment company) to 2018. |
Current Directorships: Trustee of City National Rochdale Funds, Gallery Trust, Schroder Series Trust and Schroder Global Series Trust.
Former Directorships: Trustee of OConnor EQUUS (closed-end investment company) to 2016. Member of Independent Committee of Nuveen Commodities Asset Management to 2016. Trustee of Winton Series Trust to 2017. Trustee of Winton Diversified Opportunities Fund (closed-end investment company) to 2018. |
Current Directorships: Trustee of Gallery Trust, Schroder Series Trust, Schroder Global Series Trust, JP Morgan Active Exchange-Traded Funds and Symmetry Panoramic Trust.
Former Directorships: Trustee of Munder Funds to 2014. Trustee of Victory Funds to 2015. Trustee of OConnor 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. |
4 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.
37
THE ADVISORS INNER CIRCLE FUND III | PENN MUTUAL AM | |
STRATEGIC INCOME FUND | ||
DECEMBER 31, 2019 |
Name and
Year of Birth |
Position with the Trust and Length of Time Served1 |
Principal Occupation During the Past Five Years | ||
INDEPENDENT TRUSTEES (continued)2 |
||||
Jay C. Nadel
(Born: 1958) |
Trustee
(Since 2016) |
Self-Employed Consultant since 2004. Executive Vice President, Bank of New York Broker Dealer from 2002 to 2004. Partner/Managing Director, Weiss Peck & Greer/Robeco from 1986 to 2001. | ||
Randall S. Yanker
(Born: 1960) |
Trustee
(Since 2014) |
Co-Founder and Senior Partner, Alternative Asset Managers, L.P. since 2004.
|
||
OFFICERS | ||||
Michael Beattie
(Born: 1965) |
President
(Since 2014) |
Director of Client Service, SEI Investments Company, since 2004. | ||
James Bernstein
(Born: 1962) |
Vice President and Assistant Secretary
(since 2017) |
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. | ||
Stephen Connors
(Born: 1984) |
Treasurer,
Controller and Chief Financial Officer (Since 2015) |
Director, SEI Investments, Fund Accounting, since 2014. Audit Manager, Deloitte & Touche LLP, from 2011 to 2014. |
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 Trusts Declaration of Trust.
2 Trustees oversee 33 funds in The Advisors Inner Circle Fund III.
38
THE ADVISORS INNER CIRCLE FUND III | PENN MUTUAL AM | |
STRATEGIC INCOME FUND | ||
DECEMBER 31, 2019 |
Other Directorships Held in the Past Five Years3 |
Current Directorships: Trustee of City National Rochdale Funds, Gallery Trust, Schroder Series Trust and Schroder Global Series Trust.
Former Directorships: Trustee of Winton Series Trust to 2017. Director of Lapolla Industries, Inc. to 2017. Trustee of Winton Diversified Opportunities Fund (closed-end investment company) to 2018.
|
Current Directorships: Trustee of Gallery Trust, Schroder Series Trust and Schroder Global Series Trust. Independent Non-Executive Director of HFA Holdings Limited.
Former Directorships: Trustee of OConnor EQUUS (closed-end investment company) to 2016. Trustee of Winton Series Trust to 2017. Trustee of Winton Diversified Opportunities Fund (closed-end investment company) to 2018.
|
None. |
None.
|
None.
|
None.
|
3 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. |
39
THE ADVISORS INNER CIRCLE FUND III | PENN MUTUAL AM | |
STRATEGIC INCOME FUND | ||
DECEMBER 31, 2019 |
Name and Year of Birth |
Position with Trust and Length
of
Time Served1 |
Principal Occupation During the Past Five Years | ||
OFFICERS (continued)2 | ||||
Dianne M. Descoteaux (Born: 1977)
|
Vice President and Secretary
(since 2014) |
Counsel at SEI Investments since 2010. Associate at Morgan, Lewis & Bockius LLP, from 2006 to 2010. | ||
Russell Emery
(Born: 1962) |
Chief Compliance Officer
(since 2014) |
Chief Compliance Officer of SEI Structured Credit Fund, LP since 2007. Chief Compliance Officer of The Advisors Inner Circle Fund, The Advisors Inner Circle Fund II, Bishop Street Funds, The KP Funds, The Advisors Inner Circle Fund III, Gallery Trust, Schroder Series Trust, Schroder Global Series Trust, SEI Institutional Managed Trust, SEI Asset Allocation Trust, SEI Institutional International Trust, SEI Institutional Investments Trust, SEI Daily Income Trust, SEI Tax Exempt Trust, Adviser Managed Trust, New Covenant Funds, SEI Insurance Products Trust and SEI Catholic Values Trust. Chief Compliance Officer of OConnor EQUUS (closed-end investment company) to 2016. Chief Compliance Officer of SEI Liquid Asset Trust to 2016. Chief Compliance Officer of Winton Series Trust to 2017. Chief Compliance Officer of Winton Diversified Opportunities Fund (closed-end investment company) to 2018.
|
||
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.
|
||
Robert Morrow (Born: 1968) |
Vice President
(since 2017) |
Account Manager, SEI Investments, since 2007. | ||
Bridget E. Sudall
(Born: 1980) |
Privacy Officer
Anti-Money Laundering Officer
|
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. |
40
THE ADVISORS INNER CIRCLE FUND III | PENN MUTUAL AM | |
STRATEGIC INCOME FUND | ||
DECEMBER 31, 2019 |
Other Directorships Held in the Past Five Years3 |
None. |
None.
|
None. |
None. |
None. |
41
THE ADVISORS INNER CIRCLE FUND III | PENN MUTUAL AM | |
STRATEGIC INCOME FUND | ||
DECEMBER 31, 2019 |
NOTICE TO SHAREHOLDERS (Unaudited) |
For shareholders that do not have a December 31, 2019 tax year end, this notice is for informational purposes only. For shareholders with a December 31, 2019 tax year end, please consult your tax advisor as to the pertinence of this notice. For the fiscal year ended December 31, 2019, the Fund is designating the following items with regard to distributions paid during the year.
Ordinary
Income Distributions |
Long-Term
Capital Gain Distributions |
Return of
Capital |
Total
Distributions |
Qualifying for
Deduction(1) |
Qualifying
Dividend Income (2) |
U.S. Government Interest(3) |
Interest Related Dividends(4) |
Short-Term Capital Gain Dividends(5) |
Foreign
Tax Credit(6) |
|||||||||||||||||||||||||||
100.00% | 0.00 | % | 0.00 | % | 100.00 | % | 0.00 | % | 0.00 | % | 22.14 | % | 76.63 | % | 100.00 | % | 0.00 | % |
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 Tax Relief Reconciliation Act of 2003 and is reflected as a percentage of ordinary income distributions (the total of short term capital gain and net investment income distributions). It is the intention of 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 direct U.S. Government obligations and distributed during the fiscal year. This amount is reflected as a percentage of ordinary income. 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 Dividends and is reflected as a percentage of ordinary income distribution. Interest related dividends are exempt from U.S. withholding tax when paid to foreign investors. |
5. | The percentage of this column represents the amount of Short Term Capital Gain Dividends and is reflected as a percentage of short term capital gain distribution that is exempt from U.S. withholding tax when paid to foreign investors. |
6. | The percentage in this column represents the amount of Qualifying Foreign Taxes as a percentage of ordinary distributions during the fiscal year ended December 31, 2019. The Fund intends to pass through a Foreign Tax Credit to shareholders for fiscal year ended 2019. The total amount of foreign source income is $0 and the total amount of foreign tax paid is $0. 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 shareholder for the calendar year ending December 31, 2019. Complete information will be computed and reported with your 2019 Form 1099-DIV.
42
Penn Mutual AM Strategic Income Fund
P.O. Box 219009
Kansas City, MO 64121
1-877-PMA-MLLC
(877-762-6552)
Investment Adviser:
Penn Mutual Asset Management, LLC
600 Dresher Road, Suite 100
Horsham, Pennsylvania 19044
Administrator:
SEI Investments Global Funds Services
One Freedom Valley Drive
Oaks, PA 19456
Distributor:
SEI Investments Distribution Co.
One Freedom Valley Drive
Oaks, PA 19456
Legal Counsel:
Morgan, Lewis & Bockius LLP
1701 Market Street
Philadelphia, PA 19103
This information must be preceded or accompanied by a current prospectus for the Fund described.
PNN-AR-001-0200
Item 2. |
Code of Ethics. |
The Registrant has adopted a code of ethics that applies to the Registrants 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 Registrants board of trustees has determined that the Registrant has at least one audit committee financial expert serving on the audit committee.
(a)(2) The Registrants audit committee financial experts are Thomas P. Lemke and Jay Nadel, and each of Mr. Lemke and Mr. Nadel is 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) relate to the Advisors Inner Circle Fund III (the Trust).
PwC billed the Trust aggregate fees for services rendered to the Trust for the last two fiscal years as follows:
2019 | 2018 | |||||||||||||
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) | $530,415 | None | None | $378,215 | None | None | |||||||
(b) | Audit-Related Fees | None | None | None | None | None | None | |||||||
(c) | Tax Fees | None | None | $131,575(2) | None | None | $60,000(2) | |||||||
(d) |
All Other Fees | None | None | $196,284 | None | None | $10,000 |
(2) |
Tax return preparation fees for affiliates of the Funds. |
Fees billed by BBD LLP (BBD) relate to the Trust
BBD billed the Trust aggregate fees for services rendered to the Trust for the last two fiscal years as follows:
2019 | 2018 | |||||||||||||
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) | $40,400 | None | None | None | None | None | |||||||
(b) | Audit-Related Fees | None | None | None | None | None | None | |||||||
(c) | Tax Fees | None | None | None | None | None | None | |||||||
(d) |
All Other Fees | None | None | None | None | None | None |
Notes:
(1) |
Audit fees include amounts related to the audit of the Trusts annual financial statements and services normally provided by the accountant in connection with statutory and regulatory filings. |
(e)(1) The Trusts 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 Registrants 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 auditors 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 SECs rules and whether the provision of such services would impair the auditors 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 Committees responsibility to oversee the work of the independent auditor and to assure the auditors 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 auditors 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):
2019 | 2018 | |||
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 (BBD):
2019 | 2018 | |||
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 Registrants 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 December 31st were $327,859 and $70,000 for 2019 and 2018, respectively.
(g) The aggregate non-audit fees and services billed by BBD for services rendered to the Registrant, and rendered to the Registrants 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 December 31st were $0 and $0 for 2019 and 2018, respectively.
(h) During the past fiscal year, all non-audit services provided by Registrants principal accountant to either Registrants investment adviser or to any entity controlling, controlled by, or under common control with Registrants investment adviser that provides ongoing services to Registrant were pre-approved by the Audit Committee of Registrants Board of Trustees. Included in the Audit Committees 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 accountants independence.
Item 5. |
Audit Committee of Listed Registrants. |
Not applicable to open-end management investment companies.
Item 6. |
Schedule of Investments. |
Schedule of Investments is included as part of the Report to Shareholders filed under Item 1 of this form.
Item 7. |
Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies. |
Not applicable to open-end management investment companies.
Item 8. |
Portfolio Managers of Closed-End Management Investment Companies. |
Not applicable to open-end management investment companies. Effective for closed-end management investment companies for fiscal-years-ending on or after December 31, 2005.
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 Registrants Board of Trustees during the period covered by this report.
Item 11. |
Controls and Procedures. |
(a) The Registrants principal executive and principal financial officers, or persons performing similar functions, have concluded that the Registrants disclosure controls and procedures, as defined in Rule 30a-3(c) under the Act (17 CFR § 270.30a-3(c)), as of a date within 90 days of the filing date of the report, are effective based on the evaluation of these controls and procedures required by Rule 30a-3(b) under the Act (17 CFR § 270.30a-3(b)) and Rules 13a-15(b) or 15d-15(b) under the Securities Exchange Act, as amended (17 CFR § 270.30a-15(b) or § 240.15d-15(b)).
(b) There has been no change in the Registrants internal control over financial reporting (as defined in Rule 30a-3(d) under the Act (17 CFR § 270.3a-3(d)) that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, the Registrants internal control over financial reporting.
Items 12. |
Disclosure of Securities Lending Activities for Closed-End Management Investment Companies. |
Not applicable to open-end management investment companies.
Items 13. |
Exhibits. |
(a)(1) A copy of the Registrants Code of Ethics, as required by Item 2 of this Form, accompanies this filing as an exhibit.
(a)(2) A separate certification for the principal executive officer and the principal financial officer of the Registrant, as required by Rule 30a-2(a) under the Act (17 CFR § 270.30a-2(a)), is filed herewith.
(b) Officer certifications, as required by Rule 30a-2(b) under the Act (17 CFR § 270.30a-2(b)), also accompany this filing as an exhibit.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
(Registrant) | The Advisors Inner Circle Fund III | |||||
By (Signature and Title)* |
/s/ Michael Beattie |
|||||
Michael Beattie, President |
||||||
Date: March 9, 2020 |
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: March 9, 2020 | ||||||
By (Signature and Title)* |
/s/ Stephen Connors |
|||||
Stephen Connors, | ||||||
Treasurer, Controller, and CFO | ||||||
Date: March 9, 2020 |
* |
Print the name and title of each signing officer under his or her signature. |
FINANCIAL OFFICER CODE OF ETHICS
I. |
Introduction |
The reputation and integrity of Series Trusts, (each a Trust and, collectively, the Trusts) are valuable assets that are vital to the each Trusts success. The Trusts senior financial officers (SFOs) are responsible for conducting the Trusts business in a manner that demonstrates a commitment to the highest standards of integrity. The Trusts SFOs include the principal executive officer, the principal financial officer, comptroller or principal accounting officer, and any person who performs a similar function.
The Sarbanes-Oxley Act of 2002 (the Act) effected sweeping corporate disclosure and financial reporting reform on public companies, including mutual funds, to address corporate malfeasance and assure investors that the companies in which they invest are accurately and completely disclosing financial information. Under the Act, all public companies (including the Trusts) must either have a code of ethics for their SFOs, or disclose why they do not. The Act was intended to foster corporate environments which encourage employees to question and report unethical and potentially illegal business practices. Each Trust has chosen to adopt this Financial Officer Code of Ethics (the Code) to encourage its SFOs to act in a manner consistent with the highest principles of ethical conduct.
II. |
Purposes of the Code |
The purposes of this Code are:
1. |
To promote honest and ethical conduct by each Trusts SFOs, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships; |
2. |
To assist each Trusts SFOs in recognizing and avoiding conflicts of interest, including disclosing to an appropriate person any material transaction or relationship that reasonably could be expected to give rise to such a conflict; |
3. |
To promote full, fair, accurate, timely, and understandable disclosure in reports and documents that the Trusts file with, or submit to, the SEC and in other public communications made by the Trusts; |
4. |
To promote compliance with applicable laws, rules and regulations; |
5. |
To encourage the prompt internal reporting to an appropriate person of violations of this Code; and |
6. |
To establish accountability for adherence to this Code. |
III. |
Questions about this Code |
Each Trusts compliance officer designated to oversee compliance with the Trusts Code of Ethics adopted pursuant to Rule 17j-1 shall serve as Compliance Officer for the implementation and administration of this Code. You should direct your questions about this Code to the Compliance Officer.
IV. |
Conduct Guidelines |
Each Trust has adopted the following guidelines under which the Trusts SFOs must perform their official duties and conduct the business affairs of the Trust.
1. |
Ethical and honest conduct is of paramount importance. Each Trusts SFOs must act with honesty and integrity and avoid violations of this Code, including the avoidance of actual or apparent conflicts of interest with the Trust in personal and professional relationships. |
2. |
SFOs must disclose material transactions or relationships. Each Trusts SFOs must disclose to the Compliance Officer any actual or apparent conflicts of interest the SFO may have with the Trust that reasonably could be expected to give rise to any violations of this Code. Such conflicts of interest may arise as a result of material transactions or business or personal relationships to which the SFO may be a party. If it is not possible to disclose the matter to the Compliance Officer, it should be disclosed to the Trusts Chief Financial Officer, Chief Executive Officer or another appropriate person. In addition to disclosing any actual or apparent conflicts of interest in which an SFO is personally involved, the Trusts SFOs have an obligation to report any other actual or apparent conflicts which they discover or of which they otherwise become aware. If you are unsure whether a particular fact pattern gives rise to a conflict of interest, or whether a particular transaction or relationship is material, you should bring the matter to the attention of the Compliance Officer. |
3. |
Standards for quality of information shared with service providers of the Trusts. Each Trusts SFOs must at all times seek to provide information to the Trusts service providers (adviser, administrator, outside auditor, outside counsel, custodian, etc.) that is accurate, complete, objective, relevant, timely, and understandable. |
4. |
Standards for quality of information included in periodic reports. Each Trusts SFOs must at all times endeavor to ensure full, fair, timely, accurate, and understandable disclosure in the Trusts periodic reports. |
5. |
Compliance with laws. Each Trusts SFOs must comply with the federal securities laws and other laws and rules applicable to the Trusts, such as the Internal Revenue Code. |
6. |
Standard of care. Each Trusts SFOs must at all times act in good faith and with due care, competence and diligence, without misrepresenting material facts or allowing your independent judgment to be subordinated. Each Trusts SFOs must conduct the affairs of the Trust in a responsible manner, consistent with this Code. |
7. |
Confidentiality of information. Each Trusts SFOs must respect and protect the confidentiality of information acquired in the course of their professional duties, except when authorized by the Trust to disclose it or where disclosure is otherwise legally mandated. You may not use confidential information acquired in the course of your work for personal advantage. |
8. |
Sharing of information and educational standards. Each Trusts SFOs should share information with relevant parties to keep them informed of the business affairs of the Trust, as appropriate, and maintain skills important and relevant to the Trusts needs. |
9. |
Promote ethical conduct. Each Trusts SFOs should at all times proactively promote ethical behavior among peers in your work environment. |
10. |
Standards for recordkeeping. Each Trusts SFOs must at all times endeavor to ensure that the Trusts financial books and records are thoroughly and accurately maintained to the best of their knowledge in a manner consistent with applicable laws and this Code. |
V. |
Waivers of this Code |
You may request a waiver of a provision of this Code by submitting your request in writing to the Compliance Officer for appropriate review. For example, if a family member works for a service provider that prepares a Trusts financial statements, you may have a potential conflict of interest in reviewing those statements and should seek a waiver of this Code to review the work. An executive officer of each Trust, or another appropriate person (such as a designated Board or Audit Committee member), will decide whether to grant a waiver. All waivers of this code must be disclosed to the applicable Trusts shareholders to the extent required by SEC rules.
VI. |
Affirmation of the Code |
Upon adoption of the Code, each Trusts SFOs must affirm in writing that they have received, read and understand the Code, and annually thereafter must affirm that they have complied with the requirements of the Code. To the extent necessary, each Trusts Compliance Officer will provide guidance on the conduct required by this Code and the manner in which violations or suspected violations must be reported and waivers must be requested.
VII. |
Reporting Violations |
In the event that an SFO discovers or, in good faith, suspects a violation of this Code, the SFO must immediately report the violation or suspected violation to the Compliance Officer. The Compliance Officer may, in his or her discretion, consult with another member of the Trusts senior management or the Board in determining how to address the suspected violation. For example, a Code violation may occur when a periodic report or financial statement of a Trust omits a material fact, or is technically accurate but, in the view of the SFO, is written in a way that obscures its meaning.
SFOs who report violations or suspected violations in good faith will not be subject to retaliation of any kind. Reported violations will be investigated and addressed promptly and will be treated as confidential to the extent possible.
VIII. |
Violations of the Code |
Dishonest or unethical conduct or conduct that is illegal will constitute a violation of this Code, regardless of whether this Code specifically refers to such particular conduct. A violation of this Code may result in disciplinary action, up to and including removal as an SFO of the Trust. A variety of laws apply to the Trusts and their operations, including the Securities Act of 1933, the Investment Company Act of 1940, state laws relating to duties owed by Trust officers, and criminal laws. The Trusts will report any suspected criminal violations to the appropriate authorities, and will investigate, address and report, as appropriate, non-criminal violations.
CERTIFICATION
Pursuant to Rule 30a-2(a) under the Investment Company Act of 1940
and Section 302 of the Sarbanes-Oxley Act of 2002
I, Michael Beattie, certify that:
1. |
I have reviewed this report on Form N-CSR of The Advisors Inner Circle Fund III (the Registrant); |
2. |
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. |
Based on my knowledge, the financial statements, and other financial information, included in this report fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the Registrant as of, and for, the periods presented in this report; |
4. |
The Registrants other certifying officer(s), if any, and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the Registrant and have: |
(a) |
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
(b) |
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
(c) |
Evaluated the effectiveness of the Registrants disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report, based on such evaluation; and |
(d) |
Disclosed in this report any change in the Registrants internal control over financial reporting that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, the Registrants internal control over financial reporting; and |
5. |
The Registrants other certifying officer(s) and I have disclosed to the Registrants auditors and the audit committee of the Registrants board of directors (or persons performing the equivalent functions): |
(a) |
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrants ability to record, process, summarize, and report financial information; and |
(b) |
Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrants internal control over financial reporting. |
Date: March 9, 2020
/s/ Michael Beattie |
Michael Beattie |
President |
CERTIFICATION
Pursuant to Rule 30a-2(a) under the Investment Company Act of 1940
and Section 302 of the Sarbanes-Oxley Act of 2002
I, Stephen Connors, certify that:
1. |
I have reviewed this report on Form N-CSR of The Advisors Inner Circle Fund III (the Registrant); |
2. |
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. |
Based on my knowledge, the financial statements, and other financial information, included in this report fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the Registrant as of, and for, the periods presented in this report; |
4. |
The Registrants other certifying officer(s), if any, and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the Registrant and have: |
(a) |
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
(b) |
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
(c) |
Evaluated the effectiveness of the Registrants disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report, based on such evaluation; and |
(d) |
Disclosed in this report any change in the Registrants internal control over financial reporting that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, the Registrants internal control over financial reporting; and |
5. |
The Registrants other certifying officer(s) and I have disclosed to the Registrants auditors and the audit committee of the Registrants board of directors (or persons performing the equivalent functions): |
(a) |
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrants ability to record, process, summarize, and report financial information; and |
(b) |
Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrants internal control over financial reporting. |
Date: March 9, 2020
/s/ Stephen Connors |
Stephen Connors |
Treasurer, Controller, and CFO |
CERTIFICATION
Pursuant to 18 U.S.C. Section 1350,
As Adopted Pursuant to Section 906
of the Sarbanes-Oxley Act of 2002
The undersigned, the President of The Advisors Inner Circle Fund III (the Fund), with respect to the Funds Form N-CSR for the period ended December 31, 2019, as filed with the Securities and Exchange Commission, hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:
1. |
such Form N-CSR fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
2. |
the information contained in such Form N-CSR fairly presents, in all material respects, the financial condition and results of operations of the Fund. |
Dated: March 9, 2020
/s/ Michael Beattie |
Michael Beattie |
President |
CERTIFICATION
Pursuant to 18 U.S.C. Section 1350,
As Adopted Pursuant to Section 906
of the Sarbanes-Oxley Act of 2002
The undersigned, the Treasurer, Controller, and CFO of The Advisors Inner Circle Fund III (the Fund), with respect to the Funds Form N-CSR for the period ended December 31, 2019, as filed with the Securities and Exchange Commission, hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:
1. |
such Form N-CSR fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
2. |
the information contained in such Form N-CSR fairly presents, in all material respects, the financial condition and results of operations of the Fund. |
Dated: March 9, 2020
/s/ Stephen Connors |
Stephen Connors |
Treasurer, Controller, and CFO |