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: 1-877-446-3863
Date of fiscal year end: July 31, 2020
Date of reporting period: July 31, 2020
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
KBI Global Investors Aquarius Fund
ANNUAL REPORT | JULY 31, 2020 |
THE ADVISORS INNER CIRCLE FUND III | KBI GLOBAL INVESTORS | |||
AQUARIUS FUND | ||||
JULY 31, 2020 |
1 | ||||
4 | ||||
8 | ||||
9 |
10 | ||||
11 | ||||
12 | ||||
26 | ||||
28 | ||||
30 | ||||
Trustees and Officers of The Advisors Inner Circle Fund III |
32 | |||
38 |
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 reports 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 1-833-658-4739; and (ii) on the SECs website at http://www.sec.gov.
THE ADVISORS INNER CIRCLE FUND III | KBI GLOBAL INVESTORS | |||
AQUARIUS FUND | ||||
JULY 31, 2020 (Unaudited) |
We are pleased to provide the 2019/2020 financial report for the KBI Global Investors Aquarius Fund (the Fund) for the period year ended to July 31st, 2020.
The period began fuelled by trade-related fears of a global economic slow-down and falling bond yields across the globe. However, we saw more positive returns towards the end of 2019, and early 2020 after a decisive UK election and some respite from trade talks as a partial resolution of the US/China trade dispute was reached. As 2020 began and the threat of Covid 19 materialised globally there was a significant change to investors risk appetite. Its impact on the global economy and world financial markets was unforeseen and unprecedented both in terms of the speed of its impact and its severity. Equally, the bounce back has been extreme, with a disconnect between the strong market returns and the reality of sharp declines in global economic data and the earnings declines that companies will suffer through 2020.
With regards the Aquarius Fund, we entered the period under review with an optimistic outlook, with the conviction that we were in the early innings of what we term Wave 3 of government and policy-oriented spending on water infrastructure. While we have seen volatility in valuations in the midst of the market conditions mentioned above, we anticipate minimal intrinsic value destruction for our companies as they emerge on the other side of this event. The Aquarius Fund strategy entered 2020 with a balanced and well diversified portfolio with a bias towards infrastructure spending and utility services, areas expected to be more resilient given the late stage in the economic cycle, and also because of their essential nature. This resilience is expected to play out as the global economy now deals with a pandemic and stands in contrast to the main categories of structural risk like travel, out of home discretionary spending and oil, which the strategy has minimal exposure to. We continue to have conviction around companies with strong backlogs serving infrastructure end markets and manufacturers of various essential water equipment. The balance sheets of our companies are strong, with about 50% of the portfolio under-levered or with net cash. With this in mind, we believe that the earnings in the portfolio should be relatively resilient in any downturn and should provide support to stocks on the other side of the recession. Recently we have begun to see early signs of upturns from the bottom in several very relevant end markets for the Aquarius Fund such as US residential, short cycle industrial and European waste.
Fund performance over the period has been resilient given the volatile market conditions, returning 4.58%, underperforming the MSCI AC World Index (NR) return of 7.76%. During the extreme market conditions in Q1 2020 on the back of the spread of Covid 19 globally the fund saw negative returns and underperformed the broader MSCI AC World Index (NR). Given that Healthcare, Consumer staples and
1
THE ADVISORS INNER CIRCLE FUND III | KBI GLOBAL INVESTORS | |||
AQUARIUS FUND | ||||
JULY 31, 2020 (Unaudited) |
IT, areas where the strategy has very little exposure, were in favour over this period, the strategy has proved considerably resilient through this turbulent time.
Much has changed since March but as bottom up focused, fundamental long term investors, we have spent a lot of time recently analysing the portfolio at the stock level across a number of different metrics from balance sheet strength to liquidity requirements to sensitivity analysis on end markets and stress testing earnings based on the tougher environment we see coming down the tracks. We have spoken to the majority of management teams of companies in the portfolio to get a better sense of what they are seeing on the ground, what actions they are taking and their thoughts on their end markets going forward. We have continued to trim or sell completely out of positions where we feel that fundamentals have changed or earnings power has been impaired. We have also taken advantage of the extreme volatility to add some new names to the portfolio, broadening the breadth of our exposures, upgrading the quality and improving on the upside-asymmetry.
We thank you for your investment in the Fund and look forward to helping you achieve your investment goals in the future.
Warm Regards,
Noel OHalloran
Chief Investment Officer
This commentary represents the managers opinion. It should not be regarded as investment advice or recommendation of specific securities.
There are risks involved with investing, including possible loss of principal. Past performance is no guarantee of future results.
Definition of Comparative Index
The MSCI AC World Index is a market capitalization weighted index that is designed to measure the equity market performance of developed and emerging market countries.
2
THE ADVISORS INNER CIRCLE FUND III | KBI GLOBAL INVESTORS | |||
AQUARIUS FUND | ||||
JULY 31, 2020 (Unaudited) |
Growth of a $100,000 Investment
AVERAGE ANNUAL RETURN FOR THE YEAR ENDED JULY 31. 2020 | ||||
1 Year Return |
Annualized Inception
to Date* |
|||
Institutional Shares |
4.58% | 4.64% | ||
MSCI AC World Index |
7.76% | 8.88% |
* The Fund commenced operations on October 12, 2018.
The performance data quoted herein represents past performance and the return and value of an investment in the Fund will fluctuate so that, when redeemed, may be worth less than its original cost. The performance data quoted represents past performance. Past performance does not guarantee future results. The investment return and principal value of an investment will fluctuate so that an investors shares, when redeemed, may be worth more or less than their original cost, and current performance may be higher or lower than the performance quoted. The Funds performance assumes the reinvestment of all dividends and all capital gains. Index returns assume reinvestment of dividends but, unlike a funds returns, do not reflect the deduction of any fees or expenses. If such fees and expenses were included in the index returns the performance would have been lower. Please note that one cannot invest directly in an unmanaged index.
There are no assurances that the Fund will meet its stated objectives. The Funds holdings and allocations may change at any given time; they do not constitute, and should not be considered, recommendations to buy individual securities.
Returns shown do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares.
See definition of the comparative index on page 2.
3
THE ADVISORS INNER CIRCLE FUND III | KBI GLOBAL INVESTORS | |||
AQUARIUS FUND | ||||
JULY 31, 2020 |
SECTOR WEIGHTINGS (Unaudited)
|
COMMON STOCK 97.4% |
|
|||||||
Shares | Value | |||||||
Austria 1.7% |
|
|||||||
ANDRITZ |
59,530 | $ | 1,997,119 | |||||
|
|
|
||||||
Brazil 0.6% |
|
|||||||
Cia de Saneamento de Minas Gerais-COPASA * |
66,100 | 692,101 | ||||||
|
|
|
||||||
Canada 1.0% |
|
|||||||
Stantec |
37,851 | 1,218,229 | ||||||
|
|
|
||||||
Finland 0.7% |
|
|||||||
Uponor |
50,296 | 842,483 | ||||||
|
|
|
||||||
France 7.5% |
|
|||||||
Suez |
237,672 | 3,131,426 | ||||||
Veolia Environnement |
261,738 | 5,953,566 | ||||||
|
|
|
||||||
9,084,992 | ||||||||
|
|
|
||||||
Germany 1.4% |
|
|||||||
Norma Group |
63,080 | 1,740,230 | ||||||
|
|
|
||||||
Hong Kong 6.8% |
|
|||||||
Beijing Enterprises Water Group |
5,056,000 | 2,146,270 | ||||||
China Everbright International |
3,462,000 | 2,139,657 | ||||||
China Water Affairs Group |
2,726,580 | 2,353,563 | ||||||
Guangdong Investment |
646,000 | 1,043,562 | ||||||
SIIC Environment Holdings |
3,681,000 | 565,190 | ||||||
|
|
|
||||||
8,248,242 | ||||||||
|
|
|
The accompanying notes are an integral part of the financial statements.
4
THE ADVISORS INNER CIRCLE FUND III | KBI GLOBAL INVESTORS | |||
AQUARIUS FUND | ||||
JULY 31, 2020 |
The accompanying notes are an integral part of the financial statements.
5
THE ADVISORS INNER CIRCLE FUND III | KBI GLOBAL INVESTORS | |||
AQUARIUS FUND | ||||
JULY 31, 2020 |
Percentages are based on Net Assets of $120,936,858.
* |
Non-income producing security. |
Cl Class
The accompanying notes are an integral part of the financial statements.
6
THE ADVISORS INNER CIRCLE FUND III | KBI GLOBAL INVESTORS | |||
AQUARIUS FUND | ||||
JULY 31, 2020 |
Investments in Securities |
Level 1 | Level 2 | Level 3 | Total | ||||||||||||
Common Stock |
||||||||||||||||
Austria |
$ | 1,997,119 | $ | | $ | | $ | 1,997,119 | ||||||||
Brazil |
692,101 | | | 692,101 | ||||||||||||
Canada |
1,218,229 | | | 1,218,229 | ||||||||||||
Finland |
842,483 | | | 842,483 | ||||||||||||
France |
9,084,992 | | | 9,084,992 | ||||||||||||
Germany |
1,740,230 | | | 1,740,230 | ||||||||||||
Hong Kong |
8,248,242 | | | 8,248,242 | ||||||||||||
India |
481,267 | | | 481,267 | ||||||||||||
Japan |
6,058,611 | | | 6,058,611 | ||||||||||||
Mexico |
2,541,578 | | | 2,541,578 | ||||||||||||
Netherlands |
6,258,708 | | | 6,258,708 | ||||||||||||
Philippines |
| 869,668 | | 869,668 | ||||||||||||
South Korea |
4,238,586 | | | 4,238,586 | ||||||||||||
Sweden |
1,143,752 | | | 1,143,752 | ||||||||||||
United Kingdom |
12,856,945 | | | 12,856,945 | ||||||||||||
United States |
59,558,790 | | | 59,558,790 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total Common Stock |
116,961,633 | 869,668 | | 117,831,301 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total Investments in Securities |
$ | 116,961,633 | $ | 869,668 | $ | | $ | 117,831,301 | ||||||||
|
|
|
|
|
|
|
|
All Philippines securities were deemed temporarily illiquid due to extended holiday market closure. The total temporarily illiquid securities represent 0.7% of Net Assets. Total value of these securities is $869,668.
For the year ended July 31, 2020, 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.
7
THE ADVISORS INNER CIRCLE FUND III | KBI GLOBAL INVESTORS | |||
AQUARIUS FUND | ||||
JULY 31, 2020 |
STATEMENT OF ASSETS AND LIABILITIES |
Assets: |
||||
Investments, at Value (Cost $111,657,065) |
$ | 117,831,301 | ||
Foreign Currency, at Value (Cost $26,562) |
26,562 | |||
Cash |
2,774,559 | |||
Dividends and Interest Receivable |
317,027 | |||
Reclaim Receivable |
62,582 | |||
Receivable for Investment Securities Sold |
45,954 | |||
Unrealized Appreciation on Spot Contracts |
79 | |||
Prepaid Expenses |
15,110 | |||
|
|
|||
Total Assets |
121,073,174 | |||
|
|
|||
Liabilities: |
||||
Payable Due to Adviser |
76,836 | |||
Audit Fees Payable |
23,270 | |||
Due to Administrator |
7,199 | |||
Chief Compliance Officer Fees Payable |
2,166 | |||
Accrued Foreign Capital Gains Tax on Appreciated Securities |
1,120 | |||
Trustees Fees Payable |
125 | |||
Other Accrued Expenses |
25,600 | |||
|
|
|||
Total Liabilities |
136,316 | |||
|
|
|||
Net Assets |
$ | 120,936,858 | ||
|
|
|||
Net Assets Consist of: |
||||
Paid-in Capital |
$ | 114,196,700 | ||
Distributable Earnings |
6,740,158 | |||
|
|
|||
Net Assets |
$ | 120,936,858 | ||
|
|
|||
Net Asset Value, Offering and Redemption Price Per Share:* |
||||
Institutional Shares ($120,936,858 ÷ 11,468,049 shares) |
||||
(unlimited authorization no par value) |
$ | 10.55 | ||
|
|
* |
Redemption price may vary depending on length of time that shares are held. |
The accompanying notes are an integral part of the financial statements.
8
THE ADVISORS INNER CIRCLE FUND III | KBI GLOBAL INVESTORS | |||
AQUARIUS FUND | ||||
FOR THE YEAR ENDED JULY 31, 2020 |
Investment Income: |
||||
Dividend Income |
$ | 1,340,964 | ||
Interest Income |
12,909 | |||
Less: Foreign Taxes Withheld |
(75,335 | ) | ||
|
|
|||
Total Investment Income |
1,278,538 | |||
|
|
|||
Expenses: |
||||
Investment Advisory Fees |
509,075 | |||
Administration Fees |
84,171 | |||
Trustees Fees |
13,547 | |||
Chief Compliance Officer Fees |
6,908 | |||
Professional Fees |
74,783 | |||
Registration Fees |
37,706 | |||
Transfer Agent Fees |
26,675 | |||
Custodian Fees |
23,982 | |||
Printing Fees |
13,555 | |||
Other Expenses |
15,487 | |||
|
|
|||
Total Expenses |
805,889 | |||
|
|
|||
Less: |
||||
Waiver of Investment Advisory Fees |
(147,080 | ) | ||
|
|
|||
Net Expenses |
658,809 | |||
|
|
|||
Net Investment Income |
619,729 | |||
|
|
|||
Net Realized Gain on Investments |
453,550 | |||
Net Realized Loss on Foreign Currency Transactions |
(65,176 | ) | ||
Net Realized Loss on Forward Foreign Currency Contracts |
(17,323 | ) | ||
Net Change in Unrealized Appreciation on Investments |
4,838,393 | |||
Net Change in Unrealized Appreciation on Translation of Other Assets and Liabilities Denominated in Foreign Currencies |
20,974 | |||
Net Change in Accrued Foreign Capital Gains Tax on Appreciated Securities |
2,398 | |||
|
|
|||
Net Realized and Unrealized Gain on Investments, Forward Foreign Currency Contracts, Foreign Currency Transactions and Translation of Other Assets and Liabilities Denominated in Foreign Currencies and Accrued Foreign Capital Gains Tax on Appreciated Securities |
5,232,816 | |||
|
|
|||
Net Increase in Net Assets Resulting from Operations |
$ | 5,852,545 | ||
|
|
The accompanying notes are an integral part of the financial statements.
9
THE ADVISORS INNER CIRCLE FUND III | KBI GLOBAL INVESTORS | |||
AQUARIUS FUND | ||||
STATEMENT OF CHANGES IN NET ASSETS |
Year Ended
July 31, 2020 |
Period Ended
July 31, 2019* |
|||||||
Operations: |
||||||||
Net Investment Income |
$ | 619,729 | $ | 387,410 | ||||
Net Realized Gain on Investments, Forward Foreign Currency Contracts and Foreign Currency Transactions |
371,051 | 644,459 | ||||||
Net Change in Unrealized Appreciation on Investments, Accrued Foreign Capital Gains Tax on Appreciated Securities and Translation of Other Assets and Liabilities Denominated in Foreign Currencies |
4,861,765 | 1,328,183 | ||||||
|
|
|
|
|||||
Net Increase in Net Assets Resulting from Operations |
5,852,545 | 2,360,052 | ||||||
|
|
|
|
|||||
Distributions: |
||||||||
Institutional Shares |
(1,468,635 | ) | (3,870 | ) | ||||
|
|
|
|
|||||
Total Distributions |
(1,468,635 | ) | (3,870 | ) | ||||
|
|
|
|
|||||
Capital Share Transactions:(1) |
||||||||
Institutional Shares |
||||||||
Issued |
68,399,005 | 44,824,716 | ||||||
Reinvestment of Distributions |
1,355,372 | | ||||||
Redeemed |
(382,327 | ) | | |||||
|
|
|
|
|||||
Net Institutional Shares Share Transactions |
69,372,050 | 44,824,716 | ||||||
|
|
|
|
|||||
Net Increase in Net Assets from Share Transactions |
69,372,050 | 44,824,716 | ||||||
|
|
|
|
|||||
Total Increase in Net Assets |
73,755,960 | 47,180,898 | ||||||
|
|
|
|
|||||
Net Assets: |
||||||||
Beginning of Year/Period |
47,180,898 | | ||||||
|
|
|
|
|||||
End of Year/Period |
$ | 120,936,858 | $ | 47,180,898 | ||||
|
|
|
|
* |
The Fund commenced operations on October 12, 2018. |
(1) |
For share transactions, see Note 7 in the Notes to Financial Statements. |
Amounts designated as are $0 or have been rounded to $0.
The accompanying notes are an integral part of the financial statements.
10
THE ADVISORS INNER CIRCLE FUND III | KBI GLOBAL INVESTORS | |||
AQUARIUS FUND | ||||
FINANCIAL HIGHLIGHTS | ||||
Selected Per Share Data & Ratios For a Share Outstanding Throughout Each Year/Period |
Institutional Shares |
Year
Ended July 31, 2020 |
Period
Ended July 31, 2019* |
||||||
Net Asset Value, Beginning of Year/Period |
$ | 10.37 | $ | 10.00 | ||||
|
|
|
|
|||||
Income (Loss) from Operations: |
||||||||
Net Investment Income(1) |
0.11 | 0.12 | ||||||
Net Realized and Unrealized Gain |
0.38 | 0.25 | ||||||
|
|
|
|
|||||
Total from Operations |
0.49 | 0.37 | ||||||
|
|
|
|
|||||
Dividends and Distributions: |
||||||||
Net Investment Income |
(0.11) | | (2) | |||||
Net Realized Gain |
(0.20) | | ||||||
|
|
|
|
|||||
Total Dividends and Distributions |
(0.31) | | ||||||
|
|
|
|
|||||
Net Asset Value, End of Year/Period |
$ | 10.55 | $ | 10.37 | ||||
|
|
|
|
|||||
Total Return |
4.58% | 3.75% | ||||||
|
|
|
|
|||||
Ratios and Supplemental Data |
||||||||
Net Assets, End of Year/Period (Thousands) |
$ | 120,937 | $ | 47,181 | ||||
Ratio of Expenses to Average Net Assets |
1.10% | 1.10% | ** | |||||
Ratio of Expenses to Average Net Assets (Excluding Waivers) |
1.35% | 1.82% | ** | |||||
Ratio of Net Investment Income to Average Net Assets |
1.04% | 1.40% | ** | |||||
Portfolio Turnover Rate |
33% | 33% | *** |
(1) |
Calculated using average shares. |
(2) |
Amount is less than $0.005 per share. |
* |
Commenced operations on October 12, 2018. |
** |
Annualized |
*** |
Not Annualized |
|
Total Return is for the period indicated and has not been annualized. Total return would have been lower had certain expenses not been waived and assumed by the Adviser during the period. Returns shown do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. |
The accompanying notes are an integral part of the financial statements.
11
THE ADVISORS INNER CIRCLE FUND III | KBI GLOBAL INVESTORS | |||
AQUARIUS FUND | ||||
JULY 31, 2020 |
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 KBI Global Investors Aquarius Fund (the Fund). The investment objective of the Fund is to seek long-term total return, consisting of capital appreciation and income. The Fund is classified as a non-diversified investment company. KBI Global Investors (North America) Ltd. serves as the Funds investment adviser (the Adviser). The Fund currently offers Institutional Shares. Investor Shares of the Fund are currently not offered. The Fund commenced operations on October 12, 2018. The financial statements of the remaining funds of the Trust are presented separately. The assets of each fund are segregated, and a 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 U.S. GAAP (U.S. GAAP) requires management to make estimates and assumptions that affect the fair value of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates and such differences could be material.
Security Valuation Securities listed on a securities exchange, market or automated quotation system for which quotations are readily available (except for securities traded on NASDAQ), including securities traded over the counter, are valued at the last quoted sale price on an exchange or market (foreign or domestic) on which they are traded on valuation date (or at approximately 4:00 pm Eastern Standard Time if a 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 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
12
THE ADVISORS INNER CIRCLE FUND III | KBI GLOBAL INVESTORS | |||
AQUARIUS FUND | ||||
JULY 31, 2020 |
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. As of July 31, 2020, there were no securities valued in accordance with the Fair Value Procedures.
For securities that principally trade on a foreign market or exchange, a significant gap in time can exist between the time of a particular securitys last trade and the time at which the Fund calculates its net asset value. The closing prices of such securities may no longer reflect their market value at the time the Fund calculates its net asset value if an event that could materially affect the value of those securities (a Significant Event) has occurred between the time of the securitys last close and the time that the Fund calculates net asset value.
13
THE ADVISORS INNER CIRCLE FUND III | KBI GLOBAL INVESTORS | |||
AQUARIUS FUND | ||||
JULY 31, 2020 |
A Significant Event may relate to a single issuer or to an entire market sector. If the Adviser of the Fund becomes aware of a Significant Event that has occurred with respect to a security or group of securities after the closing of the exchange or market on which the security or securities principally trade, but before the time at which the Fund calculates its net asset value, it may request that a Committee meeting be called.
The Fund uses MarkIt Fair Value (MarkIt) as a third party fair valuation vendor. MarkIt provides a fair value for foreign securities in the Fund based on certain factors and methodologies (involving, generally, tracking valuation correlations between the U.S. market and each non-U.S. security) applied by MarkIt in the event that there is a movement in the U.S. market that exceeds a specific threshold established by the Committee. The Committee establishes confidence interval which is used to determine the level of correlation between the value of a foreign security and movements in the U.S. market before a particular security is fair valued when the threshold is exceeded. In the event that the threshold established by the Committee is exceeded on a specific day, the Fund values its non-U.S. securities that exceed the applicable confidence interval based upon the fair values provided by MarkIt. In such event, it is not necessary to hold a Committee meeting. In the event that the Adviser believes that the fair values provided by MarkIt are not reliable, the Adviser contacts the Administrator and can request that a meeting of the Committee be held.
If a local market in which the Fund owns securities is closed for one or more days, the Fund shall value all securities held in that corresponding currency based on the fair value prices provided by MarkIt using the predetermined confidence interval discussed above.
In accordance with U.S. GAAP, the Fund discloses fair value of its investments in a hierarchy that prioritizes the inputs to valuation techniques used to measure the fair value. The objective of a fair value measurement is to determine the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (an exit price). Accordingly, the fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy are described below:
● |
Level 1 Unadjusted quoted prices in active markets for identical, unrestricted assets or liabilities that the Fund has the ability to access at the measurement date |
● |
Level 2 Other significant observable inputs (includes quoted prices for similar securities, interest rates, prepayment speeds, credit risk, referenced |
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indices, quoted prices in inactive markets, adjusted quoted prices in active markets, adjusted quoted prices on foreign equity securities that were adjusted in accordance with pricing procedures approved by the Board, etc.); and |
● |
Level 3 Prices, inputs or exotic modeling techniques which are both significant to the fair value measurement and unobservable (supported by little or no market activity). |
Investments are classified within the level of the lowest significant input considered in determining fair value. Investments classified within Level 3 whose fair value measurement considers several inputs may include Level 1 or Level 2 inputs as components of the overall fair value measurement.
For the year ended July 31, 2020, 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, 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 positions not deemed to meet the more-likely-than-not threshold are recorded as a tax benefit or expense in the current year. The Fund did not record any tax provision in the current year. However, 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 July 31, 2020, the Fund did not have a liability for any unrecognized tax benefits. The Fund recognizes interest and penalties, if any, related to unrecognized tax benefits as income tax expense in the Statement of Operations. During the year ended July 31, 2020, the Fund did not incur any interest or penalties.
Security Transactions and Investment Income Security transactions are accounted for on the trade date. Costs used in determining realized gains and losses on the sale of investment securities are based on the specific
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identification method. Dividend income and expense are recorded on the ex-dividend date. Certain dividends from foreign securities will be recorded as soon as the Fund is informed of the dividend if such information is obtained subsequent to the ex-dividend date.
Foreign Currency Translation The books and records of the Fund are maintained in U.S. dollars. Investment securities and other assets and liabilities denominated in a foreign currency are translated into U.S. dollars on the date of valuation. The Fund does not isolate that portion of realized or unrealized gains and losses resulting from changes in the foreign exchange rate from fluctuations arising from changes in the market prices of the securities. These gains and losses are included in net realized gain (loss) on investments and net unrealized appreciation (depreciation) on investments on the Statement of Operations. Net realized gain (loss) on foreign currency transactions and net appreciation (depreciation) on translation of other assets and liabilities denominated in foreign currencies represent net foreign exchange gains or losses from foreign currency exchange contracts, disposition of foreign currencies, currency gains or losses realized between trade and settlement dates on securities transactions and the difference between the amount of the investment income and foreign withholding taxes recorded on the Funds books and the U.S. dollar equivalent of the amounts actually received or paid.
Forward Foreign Currency Contracts The Fund may enter into forward foreign currency contracts to protect the value of securities held and related receivables and payables against changes in future foreign exchange rates. A forward currency contract is an agreement between two parties to buy and sell currency at a set price on a future date. The market value of the contract will fluctuate with changes in currency exchange rates. The contract is marked-to-market daily using the current forward rate and the change in market value is recorded by the Fund as unrealized gain or loss. The Fund recognizes realized gains or losses when the contract is closed, equal to the difference between the value of the contract at the time it was opened and the value at the time it was closed. Any realized gain (loss) or unrealized appreciation (depreciation) during the year is presented on the Statement of Operations. Risks may arise from unanticipated movements in the value of a foreign currency relative to the U.S. dollar. Risks may also arise upon entering into these contracts from the potential inability of counterparties to meet the terms of their contracts and are generally limited to the amount of unrealized gain on the contracts at the date of default.
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
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apportioned among the funds of the Trust based on the number of funds and/or relative net assets.
Cash Idle cash may be swept into various time deposit accounts and is classified as cash on the Statement of Assets and Liabilities. The Fund maintains cash in bank deposit accounts which, at times may exceed United States federally insured limits. Amounts invested are available on the same business day.
Dividends and Distributions to Shareholders The Fund distributes substantially all of its net investment income annually. Any net realized capital gains are distributed annually. All distributions are recorded on the ex-dividend date.
Redemption Fees The Fund retains a redemption fee of 2.00% on redemptions of capital shares held for less than 30 days. For the year ended July 31, 2020, the Fund did not retain any fees. Fees collected are retained by the Fund for the benefit of the remaining shareholders and are included in capital shares transactions in the Statement of Changes in Net Assets.
Offering Costs Offering costs, including costs of printing the initial prospectus, legal and registration fees, are amortized over twelve-months from inception of the Fund. As of July 31, 2020, the Fund had fully amortized the offering costs.
Foreign Taxes The Fund may be subject to taxes imposed by countries in which it invests. Such taxes are generally based on either income or gains earned or repatriated. The Fund accrues and applies such taxes to net investment income, net realized gains and net unrealized gains as income and/or capital gains are earned. The Fund has accrued foreign tax in the amount of $1,120 presented on the Statement of Assets and Liabilities.
3. Transactions with Affiliates:
Certain officers of the Trust are also employees of SEI Investments Global Funds Services (the Administrator), a wholly owned subsidiary of SEI Investments Company, and/or SEI Investments Distribution Co. (the Distributor). Such officers are paid no fees by the Trust, other than the Chief Compliance Officer (CCO) as described below, for serving as officers of the Trust.
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 advisers and service providers as required by SEC regulations. The CCOs services and fees have been approved by and are reviewed by the Board.
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4. Administration, Distribution, Shareholder Servicing, Custodian and Transfer Agent Agreements:
The Fund and the Administrator are parties to an Administration Agreement under which the Administrator provides administration services to the Fund. For these services, the Administrator is paid an asset-based fee, subject to certain minimums, which will vary depending on the number of share classes and the average daily net assets of the Fund. For the year ended July 31, 2020, the Fund paid $84,171 for these services.
The Fund has adopted a shareholder servicing plan (the Service Plan) under which a shareholder servicing fee of up to 0.25% of average daily net assets of Investor Shares of the Fund will be paid to other service providers. Under the Service Plan, other service providers may perform, or may compensate other service providers for performing certain shareholder and administrative services. As of July 31, 2020, Investor Shares of the Fund are not available for purchase.
Brown Brothers Harriman & Co. acts as custodian (the Custodian) for the Fund. The Custodian plays no role in determining the investment policies of the Fund or which securities are to be purchased or sold by the Fund.
Atlantic Fund Services, LLC, serves as the transfer agent and dividend disbursing agent for the Fund under a transfer agency agreement with the Trust.
5. Investment Advisory Agreement:
Under the terms of an investment advisory agreement, the Adviser provides investment advisory services to the each of the Funds share classes at a fee calculated at an annual rate of 0.85% of each of the Funds share classs average daily net assets. The Adviser has contractually agreed to waive fees and reimburse expenses to the extent necessary to keep Total Annual Fund Operating Expenses (excluding interest, taxes, brokerage commissions, research, 12b-1 Fees, acquired fund fees and expenses and non-routine expenses (collectively, excluded expenses)) from exceeding 1.10% of the average daily net assets of each of the Funds share classes until November 30, 2020 (the contractual expense limit). In addition, the Adviser may receive from the Fund the difference between the Total Annual Fund Operating Expenses (not including excluded expenses) and the contractual expense limit to recoup all or a portion of its prior fee waivers or expense reimbursements made during the three-year period preceding the date of the recoupment if at any point Total Annual Fund Operating Expenses (not including excluded expenses) are below the contractual expense limit (i) at the time of the fee waiver and/or expense reimbursement and (ii) at the time of the recoupment. As of July 31, 2020, the fees which were previously waived and reimbursed to the Fund by the Adviser which may be subject to possible future reimbursement to the Adviser were $198,250 expiring in 2022 and $147,080 expiring in 2023.
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6. Investment Transactions:
The cost of security purchases and the proceeds from security sales other than long-term U.S. Government and short-term securities, for the year ended July 31, 2020, were as follows:
Purchases |
Sales and Maturities |
|
$86,238,745 |
$19,082,541 |
There were no purchases or sales of long-term U.S. Government securities.
7. Share Transactions:
Year Ended
July 31, 2020 |
||||
Share Transactions: |
||||
Institutional Shares |
||||
Issued |
6,843,452 | |||
Reinvested |
119,721 | |||
Redeemed |
(44,851 | ) | ||
|
|
|||
Net Share Transactions |
6,918,322 | |||
|
|
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. To the extent these differences are permanent in nature, they are charged or credited to paid-in capital and distributable gain (loss), as appropriate, in the period that the differences arise.
The permanent differences primarily consist of foreign currency translations. There are no permanent differences that are credited or charged to Paid-in Capital and Distributable Earnings as of July 31, 2020.
The tax character of dividends and distributions declared during the fiscal year was as follows:
Ordinary Income |
Long-Term Capital Gain |
Total |
||||||||||
2020 |
$ | 1,425,163 | $ | 43,472 | $ | 1,468,635 | ||||||
2019 |
3,870 | | 3,870 |
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As of July 31, 2020, the components of Distributable Earnings on a tax basis were as follows:
Undistributed Ordinary Income |
$ | 431,764 | ||
Undistributed Long-Term Capital Gains |
373,746 | |||
Unrealized Appreciation |
5,934,646 | |||
Other Temporary Differences |
2 | |||
|
|
|||
Total Net Distributable Earnings |
$ | 6,740,158 | ||
|
|
For Federal income tax purposes the difference between Federal tax cost and book cost primarily relates to wash sales which cannot be used for Federal income tax purposes in the current year and have been deferred for use in future years and passive foreign investment companies. The Federal tax cost and aggregate gross unrealized appreciation and depreciation for the investments held by the Fund at July 31, 2020, were as follows:
Federal
|
Aggregate
|
Aggregate
|
Net
Unrealized
|
|||||||||
$111,912,367 | $ | 11,092,144 | $ | (5,157,498 | ) | $ | 5,934,646 |
9. Concentration of Risks:
As with all management investment companies, a shareholder of the Fund is subject to the risk that his or her investment could lose money. The Fund is subject to the principal risks noted below, any of which may adversely affect the Funds net asset value (NAV) and ability to meet its investment objective.
Equity Market Risk The risk that stock prices will fall over short or extended periods of time, sometimes rapidly and unpredictably. The value of equity securities will fluctuate in response to factors affecting a particular company, as well as broader market and economic conditions. Broad movements in financial markets may adversely affect the price of the Funds investments, regardless of how well the companies in which the Fund invests perform. Moreover, in the event of a companys bankruptcy, claims of certain creditors, including bondholders, will have priority over claims of common stock holders such as the Fund.
Small and Medium Capitalization Companies Risk The risk that small and medium capitalization companies in which the Fund may invest may be more vulnerable to adverse business or economic events than larger, more established companies. In particular, small and medium capitalization companies may have limited product lines, markets and financial resources and may depend upon a relatively small management group. Therefore, small capitalization and medium capitalization stocks may be more volatile than those of larger companies. Small capitalization
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AQUARIUS FUND | ||||
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and medium capitalization stocks may be traded over-the-counter or listed on an exchange.
Sector Emphasis Risk The securities of companies in the same business sector, if comprising a significant portion of the Funds portfolio, may in some circumstances react negatively to market conditions, interest rates and economic, regulatory or financial developments and adversely affect the value of the portfolio to a greater extent than if such securities comprised a lesser portion of the Funds portfolio or the Funds portfolio was diversified across a greater number of industry sectors.
Water-Related Resource Sector Risk The Funds investments in the water-related resource sector may underperform relative to the general market, returns on investments in other sectors or fixed-income securities. The water-related resource sector can be significantly affected by climactic, environmental and political events which could impact water consumption and conservation. Furthermore, because the Fund will focus its investments in the water-related resource sector, economic downturns and global and domestic events affecting the water-related resource sector will have a greater impact on the Fund than would be the case if the Funds investments were more diversified. These events may include governmental regulation and institutional change, inflation, an increase in the cost of raw materials, an increase in interest rates, technological advances, changes in consumer sentiment and spending and changes in government spending.
Industrials Industry Risk Stock prices for the types of companies included in the industrials industry are affected by supply and demand both for their specific product or service and for industrial industry products in general. Government regulation, world events and economic conditions, technological developments and liabilities for environmental damage and general civil liabilities, among other factors, will likewise affect the performance of these companies.
Utilities Industry Risk Stock prices for companies in the utilities industry are affected by supply and demand, operating costs, governmental regulation, taxes, environmental factors, liabilities for environmental damage and general civil liabilities, and rate caps or rate changes. Utility companies also are vulnerable to natural disasters, terrorist attacks, government intervention or other factors may render a utility companys equipment unusable or obsolete and negatively impact profitability. Among the risks that may affect utility companies are the following: risks of increases in fuel and other operating costs; the high cost of borrowing to finance capital construction during inflationary periods; restrictions on operations and increased costs and delays associated with compliance with federal and state safety regulations; and the effects of energy conservation and regulatory changes.
Liquidity Risk Liquidity risk is the risk that, due to certain investments trading in lower volumes or to market and economic conditions, the Fund may be unable to
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find a buyer for its investments when it seeks to sell them or to receive the price it expects based on the Funds valuation of the investments. Events that may lead to increased redemptions, such as market disruptions, may also negatively impact the liquidity of the Funds investments when it needs to dispose of them. If the Fund is forced to sell its investments at an unfavorable time and/or under adverse conditions in order to meet redemption requests, such sales could negatively affect the Fund. Liquidity issues may also make it difficult to value the Funds investments.
Geographic Focus Risk To the extent that it focuses its investments in a particular country or region, the Fund may be more susceptible to economic, political, regulatory or other events or conditions affecting issuers and countries within that country or region. As a result, the Fund may be subject to greater price volatility and risk of loss than a fund holding more geographically diverse investments.
Non-Diversified Risk The Fund is non-diversified, which means that it may invest in the securities of relatively few issuers. As a result, the Fund may be more susceptible to a single adverse economic or political occurrence affecting one or more of these issuers and may experience increased volatility due to its investments in those securities. If the securities in which the Fund invests perform poorly, the Fund could incur greater losses than it would have had it invested in a greater number of securities. However, the Fund intends to satisfy the asset diversification requirements for qualification as a regulated investment company (RIC) under Subchapter M of the Internal Revenue Code of 1986, as amended (the Code).
Foreign Investment/Emerging Markets Risk The securities of foreign issuers may be less liquid and more volatile than securities of comparable U.S. issuers. The costs associated with securities transactions are often higher in foreign countries than in the U.S. Additionally, investments in foreign securities, even those publicly traded in the United States, may involve risks which are in addition to those inherent in domestic investments. Foreign companies may not be subject to the same regulatory requirements of U.S. companies, and as a consequence, there may be less publicly available information about such companies. Foreign companies may be subject to significantly higher levels of taxation than U.S. companies, including potentially confiscatory levels of taxation, thereby reducing the earnings potential of such foreign companies. Substantial withholding taxes may apply to distributions from foreign companies. Also, foreign companies may not be subject to uniform accounting, auditing, and financial reporting standards and requirements comparable to those applicable to U.S. companies. Foreign governments and foreign economies often are less stable than the U.S. Government and the U.S. economy. The risks associated with international investing will be greater in emerging markets than in more developed foreign markets because, among other things, emerging markets may have less stable political and economic environments.
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Depositary Receipts Risk Depositary receipts, such as ADRs and GDRs, are certificates evidencing ownership of shares of a foreign issuer that are issued by depositary banks and generally trade on an established market. Depositary receipts are subject to many of the risks associated with investing directly in foreign securities, including, among other things, political, social and economic developments abroad, currency movements and different legal, regulatory and tax environments.
Management Risk The success of the Funds strategy is dependent on the Advisers ability and its stock selection process to correctly identify the Funds investments. The portfolio securities selected by the Adviser may decline in value or not increase in value when the stock market in general is rising, in which case the Fund could experience losses regardless of the overall performance of the U.S. equity market.
Value Style Risk Value investing focuses on companies with stocks that appear undervalued in light of factors such as the companys earnings, book value, revenues or cash flow. If the Advisers assessment of market conditions, or a companys value or prospects for exceeding earnings expectations, is wrong, the Fund could suffer losses or produce poor performance relative to other funds.
Growth Style Risk The Adviser utilizes a growth style of investing, meaning that the Fund invests in equity securities of companies that the Adviser believes will have above-average rates of relative earnings growth and which, therefore, may experience above-average increases in stock prices. Over time, a relative growth investing style may go in and out of favor, causing the Fund to sometimes underperform other equity funds that use differing investing styles.
Currency Risk As a result of the Funds investments in securities or other investments denominated in, and/or receiving revenues in, foreign currencies, the Fund will be subject to currency risk. Currency risk is the risk that foreign currencies will decline in value relative to the U.S. dollar or, in the case of hedging positions, that the U.S. dollar will decline in value relative to the currency hedged. In either event, the dollar value of an investment in the Fund would be adversely affected. Currency exchange rates may fluctuate in response to, among other things, changes in interest rates, intervention (or failure to intervene) by U.S. or foreign governments, central banks or supranational entities, or by the imposition of currency controls or other political developments in the United States or abroad.
Large Capitalization Risk The risk that larger, more established companies may be unable to respond quickly to new competitive challenges such as changes in technology and consumer tastes.
Money Market Instruments Risk The value of money market instruments may be affected by changing interest rates and by changes in the credit ratings of the
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investments. An investment in a money market fund is not a bank deposit and is not insured or guaranteed by any bank, the FDIC or any other government agency. A money market funds sponsor has no legal obligation to provide financial support to the fund, and there should be no expectation that the sponsor will provide financial support to the fund at any time. Certain money market funds float their net asset value while others seek to preserve the value of investments at a stable net asset value (typically, $1.00 per share). An investment in a money market fund, even an investment in a fund seeking to maintain a stable net asset value per share, is not guaranteed and it is possible for the Fund to lose money by investing in these and other types of money market funds. If the liquidity of a money market funds portfolio deteriorates below certain levels, the money market fund may suspend redemptions (i.e., impose a redemption gate) and thereby prevent the Fund from selling its investment in the money market fund or impose a fee of up to 2% on amounts the Fund redeems from the money market fund (i.e., impose a liquidity fee). These measures may result in an investment loss or prohibit the Fund from redeeming shares when the Adviser would otherwise redeem shares. Money market funds and the securities they invest in are subject to comprehensive regulations. The enactment of new legislation or regulations, as well as changes in interpretation and enforcement of current laws, may affect the manner of operation, performance and/or yield of money market funds.
10. Other:
At July 31, 2020, 90% of Institutional Class Shares outstanding were held by one record shareholder owning 10% or greater of the aggregate total shares outstanding. This shareholder is comprised of an omnibus account that was held on behalf of various individual shareholders.
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 claims is considered remote.
11. New Accounting Pronouncement:
In August 2018, The FASB issued Accounting Standards Update 2018-13, Fair Value Measurement (Topic 820). The new guidance includes additions, removals 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. Management elected to early adopt the removal and modifications of certain disclosures and delay the adoption of additional disclosures until the effective date.
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12. Subsequent Events:
The Fund has evaluated the need for additional disclosures and/or adjustments resulting from subsequent events through the date the financial statements were issued. Based on this evaluation, no additional disclosures and/or adjustments were required to the financial statements as of July 31, 2020.
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM |
To the Board of Trustees of The Advisors Inner Circle Fund III and
Shareholders of KBI Global Investors Aquarius Fund
Opinion on the Financial Statements
We have audited the accompanying statement of assets and liabilities of KBI Global Investors Aquarius Fund (the Fund) (one of the series constituting The Advisors Inner Circle Fund III (the Trust)), including the schedule of investments, as of July 31, 2020, and the related statement of operations for the year then ended, the statements of changes in net assets and financial highlights for the year ended July 31, 2020 and the period from October 12, 2018 (commencement of operations) through July 31, 2019, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Fund (one of the series constituting The Advisors Inner Circle Fund III) at July 31, 2020, the results of its operations for the year then ended, the changes in its net assets and its financial highlights for the year ended July 31, 2020 and the period from October 12, 2018 (commencement of operations) through July 31, 2020, in conformity with U.S. generally accepted accounting principles.
Basis for Opinion
These financial statements are the responsibility of the Trusts management. Our responsibility is to express an opinion on the Funds financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Trust in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Trust is not required to have, nor were we engaged to perform, an audit of the Trusts internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Trusts internal control over financial reporting. Accordingly, we express no such opinion.
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Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of July 31, 2020, by correspondence with the custodian. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
We have served as the auditor of one or more KBI Global Investors (North America) Ltd. investment companies since 2019.
Philadelphia, Pennsylvania
September 29, 2020
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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 February 1, 2020 to July 31, 2020.
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.
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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 2/1/20 |
Ending
Account Value 7/31/20 |
Annualized
Expense Ratios |
Expenses
Paid During Period* |
|||||||||||||
Actual Fund Return |
||||||||||||||||
Institutional Shares |
$ | 1,000.00 | $ | 933.60 | 1.10 | % | $ | 5.29 | ||||||||
Hypothetical 5% Return |
||||||||||||||||
Institutional Shares |
$ | 1,000.00 | $ | 1,019.39 | 1.10 | % | $ | 5.52 |
* Expenses are equal to the Funds annualized expense ratio multiplied by the average account value over the period, multiplied by 182/366 (to reflect the one-half year period shown).
29
THE ADVISORS INNER CIRCLE FUND III | KBI GLOBAL INVESTORS | |||
AQUARIUS FUND | ||||
JULY 31, 2020 |
REVIEW OF LIQUIDITY RISK MANAGEMENT PROGRAM (Unaudited) |
Pursuant to Rule 22e-4 under the 1940 Act, the Funds investment adviser has adopted, and the Board has approved, a liquidity risk management program (the Program) to govern the Funds approach to managing liquidity risk. The Program is overseen by the Funds Liquidity Risk Management Program Administrator (the Program Administrator), and the Programs principal objectives include assessing, managing and periodically reviewing the Funds liquidity risk, based on factors specific to the circumstances of the Fund.
At a meeting of the Board held on March 18, 2020, the Trustees received a report from the Program Administrator addressing the operations of the Program and assessing its adequacy and effectiveness of implementation. The Board acknowledged that the report covered the period from June 1, 2019 through December 31, 2019 and thus did not cover the period of then-current market volatility. The Board requested that the Program Administrator provide an update of the operation of the Program during the then-current market volatility at its next meeting. The Program Administrators report noted that the Program Administrator had determined that the Program is reasonably designed to assess and manage the Funds liquidity risk and has operated adequately and effectively to manage the Funds liquidity risk since the Program was implemented on June 1, 2019. The Program Administrators report noted that during the period covered by the report, there were no liquidity events that impacted the Funds or their ability to timely meet redemptions without dilution to existing shareholders. The Program Administrators report further noted that material changes had been made to the Program since its implementation relating to the assumed percentage of an equity securitys average daily volume that can be traded without a significant market impact to the share price.
There can be no assurance that the Program will achieve its objectives in the future. Please refer to the prospectus for more information regarding the Funds exposure to liquidity risk and other principal risks to which an investment in the Fund may be subject.
30
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THE ADVISORS INNER CIRCLE FUND III | KBI GLOBAL INVESTORS | |||
AQUARIUS FUND | ||||
JULY 31, 2020 |
TRUSTEES AND OFFICIERS OF THE ADVISORS INNER CIRCLE FUND III (Unaudited) |
Set forth below are the names, years of birth, positions with the Trust, length of time served, and the principal occupations for the last five years of each of the persons currently serving as Trustees and Officers of the Trust. Unless otherwise noted, the business address of each Trustee is SEI Investments Company, One Freedom Valley Drive, Oaks Pennsylvania 19456. Trustees who are deemed not to be interested persons of the Trust are referred to as Independent Trustees. Messrs. Nesher and Doran are Trustees who may be
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.
32
THE ADVISORS INNER CIRCLE FUND III | KBI GLOBAL INVESTORS | |||
AQUARIUS FUND | ||||
JULY 31, 2020 |
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 1-833-658-4739. The following chart lists Trustees and Officers as of July 31, 2020.
|
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 (33 Portfolios) and Symmetry Panoramic Trust (8 Portfolios).
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. |
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. |
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.
33
THE ADVISORS INNER CIRCLE FUND III | KBI GLOBAL INVESTORS | |||
AQUARIUS FUND | ||||
JULY 31, 2020 |
Name and
Year of Birth |
Position with
Trust and
|
Principal Occupations
in the Past Five Years |
||
OFFICERS |
||||
MICHAEL BEATTIE (Born: 1965) |
President (Since 2014) |
Director of Client Service, SEI Investments Company, since 2004.
|
||
JAMES BERNSTEIN (Born: 1962) |
Vice President (Since 2017) Secretary (Since 2020)
|
Attorney, SEI Investments, since 2017.
Prior Positions: Self-employed consultant, 2017. Associate General Counsel & Vice President, Nationwide Funds Group and Nationwide Mutual Insurance Company, from 2002 to 2016. Assistant General Counsel & Vice President, Market Street Funds and Provident Mutual Insurance Company, from 1999 to 2002.
|
||
JOHN BOURGEOIS (Born: 1973) |
Assistant Treasurer (since 2017)
|
Fund Accounting Manager, SEI Investments, since 2000. | ||
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. | ||
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, Frost Family of 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.
|
||
ERIC C. GRIFFITH (Born: 1969) |
Vice President and Assistant Secretary (Since 2020)
|
Vice President and Assistant Secretary (since 2020) | ||
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. | ||
ALEXANDER F. SMITH (Born: 1977) | Vice President and Assistant Secretary (Since 2020) |
Counsel at SEI Investments since 2020. Associate Counsel & Manager, Vanguard, 2012 to 2020. Attorney, Stradley Ronon Stevens & Young, LLP, 2008 to 2012.
|
34
THE ADVISORS INNER CIRCLE FUND III | KBI GLOBAL INVESTORS | |||
AQUARIUS FUND | ||||
JULY 31, 2020 |
Other Directorships Held in the Past Five Years |
None.
|
None.
|
None.
|
None.
|
None.
|
None.
|
None.
|
None.
|
None.
|
35
THE ADVISORS INNER CIRCLE FUND III | KBI GLOBAL INVESTORS | |||
AQUARIUS FUND | ||||
JULY 31, 2020 |
Name and Year of Birth |
Position with Trust and Length of Time Served |
Principal Occupations in the Past Five Years |
||
OFFICERS |
||||
BRIDGET E. SUDALL (Born: 1980) |
Privacy Officer (Since 2015)
Anti-Money Laundering Officer (Since 2015) |
Senior Associate and AML Officer, Morgan Stanley Alternative Investment Partners, from 2011 to 2015. Investor Services Team Lead, Morgan Stanley Alternative Investment Partners, from 2007 to 2011. |
36
THE ADVISORS INNER CIRCLE FUND III | KBI GLOBAL INVESTORS | |||
AQUARIUS FUND | ||||
JULY 31, 2020 |
Other Directorships Held in the Past Five Years |
None.
|
37
THE ADVISORS INNER CIRCLE FUND III | KBI GLOBAL INVESTORS | |||
AQUARIUS FUND | ||||
JULY 31, 2020 |
NOTICE TO SHAREHOLDERS (Unaudited) |
For shareholders that do not have a July 31, 2020 tax year end, this notice is for informational purposes only. For shareholders with a July 31, 2020 tax year end, please consult your tax advisor as to the pertinence of this notice. For the fiscal year ended July 31, 2020, the Fund is designating the following items with regard to distributions paid during the period:
Long
Term
|
Ordinary
Income Distributions |
Total
Distributions |
Dividends
Qualifying for Corporate Dividend Received Deduction(1) |
Qualifying
Dividend Income(2) |
U.S.
Government Interest(3) |
Interest
Related Dividends(4) |
Qualified
Short- Term Capital Gain(5) |
|||||||
2.96% |
97.04% | 100.00% | 11.15% | 55.72% | 0.00% | 0.19% | 100.00% |
(1) Qualifying dividends represent dividends which qualify for the corporate dividends received deduction and are reflected as a percentage of ordinary income distributions (the total of short term capital gain and net investment income distributions).
(2) The percentage in this column represents the amount of Qualifying Dividend Income as created by the Jobs and Growth Tax Relief Reconciliation Act of 2003 and is reflected as a percentage of ordinary income distributions (the total of short term capital gain and net investment income distributions). It is the intention of the Fund to designate the maximum amount permitted by law.
(3) U.S. Government Interest represents the amount of interest that was derived from direct U.S. Government obligations and distributed during the fiscal year. This amount is reflected as a percentage of ordinary income.
(4) The percentage in this column represents the amount of Interest Related Dividend and is reflected as a percentage of ordinary income distributions. Interest related dividends are exempted from U.S. withholding tax when paid to foreign investors.
(5) The percentage of this column represents the amount of Short-Term Capital Gain Dividends and is reflected as a percentage of short term capital gain distributions that is exempted from U.S. withholding tax when paid to foreign investors.
38
KBI Global Investors Aquarius Fund
P.O. Box 588
Portland, ME 04112
1-833-658-4739
Investment Adviser:
KBI Global Investors (North America) Ltd.
3rd Floor, 2 Harbourmaster Place
IFSC
Dublin 1 Ireland
Administrator:
SEI Investments Global Funds Services
One Freedom Valley Drive
Oaks, PA 19456
Distributor:
SEI Investments Distribution Co.
One Freedom Valley Drive
Oaks, PA 19456
Legal Counsel:
Morgan, Lewis & Bockius LLP
1701 Market Street
Philadelphia, PA 19103
Independent Registered Public Accounting Firm:
Ernst & Young LLP
One Commerce Square
2005 Market Street, Suite 700
Philadelphia, PA 19103
This information must be preceded or accompanied by a current prospectus for the Fund described.
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 audit committee financial experts are Thomas Lemke and Jay Nadel, and each of Messrs. Lemke and Nadel is considered to be independent, as that term is defined in Form N-CSR Item 3(a)(2).
Item 4. |
Principal Accountant Fees and Services. |
Fees billed by PricewaterhouseCoopers LLP (PwC) 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:
FYE July 31, 2020 | FYE July 31, 2019 | |||||||||||||
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) | $581,815 | $0 | $607,218 | $506,015 | $0 | $0 | |||||||
(b) | Audit-Related Fees | $0 | $0 | $0 | $0 | $0 | $0 | |||||||
(c) | Tax Fees | $0 | $0 | $335,050 | $0 | $0 | $60,100 | |||||||
(d) | All Other Fees | $0 | $0 | $15,941 | $0 | $0 | $10,000 |
Fees billed by Ernst & Young LLP (E&Y) relate to the Trust
E&Y billed the Trust aggregate fees for services rendered to the Trust for the last two fiscal years as follows:
FYE July 31, 2020 | FYE July 31, 2019 | |||||||||||||
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) | $23,330 | None | None | $23,270 | 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 reviewing a formal written statement from the independent auditor delineating all relationships between the independent auditor and the Registrant, and 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):
2020 | 2019 | |||
Audit-Related Fees |
0% | 0% | ||
Tax Fees |
0% | 0% | ||
All Other Fees |
0% | 0% |
(e)(2) Percentage of fees billed applicable to non-audit services pursuant to waiver of pre-approval requirement were as follows (E&Y):
2020 | 2019 | |||
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 July 31st were $350,991 and $70,100, respectively.
(g) The aggregate non-audit fees and services billed by E&Y 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 July 31st were $0 and $0, 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 was 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.
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 Rule 13a-15(b) or Rule 15d-15(b) under the Exchange Act (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. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
(Registrant) | The Advisors Inner Circle Fund III | |||||
By (Signature and Title) |
/s/ Michael Beattie |
|||||
Michael Beattie, President |
||||||
Date: October 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: October 9, 2020 | ||||||
By (Signature and Title) |
/s/ Stephen Connors |
|||||
Stephen Connors, Treasurer, Controller, and CFO |
||||||
Date: October 9, 2020 |
Policy Statement: Sarbanes-Oxley 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 the investors invest are accurately and completely disclosing financial information. Under Sarbanes-Oxley, all public companies (including the Funds) must either have a code of ethics for their senior financial officers, or disclose why the company does not have a code of ethics. Sarbanes-Oxley was intended to foster corporate environments which encourage employees to question and report unethical and potentially illegal business practices.
Each Fund has chosen to adopt a code of ethics (Code of Ethics for Financial Officers) to encourage the Funds Principal Executive Officer, Principal Financial, and Accounting Officer and Controller (the Financial Officers) for the purpose of promoting:
|
Honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships. |
|
Full, fair, accurate, timely, and understandable disclosure in reports and documents that a registrant files with, or submits to, the SEC and in other public communications made by the Funds. |
|
Compliance with applicable laws and governmental rules and regulations. |
|
Prompt internal reporting of violations of the Code of Ethics for Financial Officers to an appropriate person or persons identified in the Code of Ethics of Financial Officers. |
|
Accountability for adherence to the Code of Ethics for Financial Officers. |
Procedures: The Funds have adopted the following procedures regarding this matter:
A compliance officer is responsible for monitoring compliance with these procedures.
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 the investors 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 the company does not have a code of ethics. 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 the Trusts 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, the matter 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 the SFOs discover or of which the SFOs 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 this information 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 these parties informed of the business affairs of the Trust, as appropriate, and to maintain skills important and relevant to the Trusts needs. |
9. |
Promote ethical conduct. Each Trusts SFOs at all times should proactively promote ethical behavior among peers in the SFOs work environment. |
10. |
Standards for recordkeeping. Each Trusts SFOs at all times must endeavor to ensure that the Trusts financial books and records are thoroughly and accurately maintained to the best of the SFOs 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 and the designated Board 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 the SFO has received, has read, and understands 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, in his or her discretion, may 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 the reports or financial statements 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: October 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: October 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, Michael Beattie, the President of The Advisors Inner Circle Fund III (the Fund), with respect to the Funds Form N-CSR for the period ended July 31, 2020, 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: October 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, Stephen Connors, 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 July 31, 2020, 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: October 9, 2020
/s/ Stephen Connors |
Stephen Connors |
Treasurer, Controller, and CFO |