SecProbe.io

CORRESP
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filename1.htm

Brian T. London

Associate

+1.215.963.5886

brian.london@morganlewis.com

March 27, 2024

FILED AS EDGAR CORRESPONDENCE

Rebecca Marquigny,
Esq

U.S. Securities and
Exchange Commission

100 F Street, NE

Washington, D.C. 20549

 Re: The Advisors’ Inner Circle Fund III 485(a) Filing (File
Nos. 333-192858 and 811-22920)

Dear Ms. Marquigny:

On behalf of our client, The Advisors’ Inner
Circle Fund III (the “Trust”), this letter responds to the comments you provided on behalf of the staff (the “Staff”)
of the Securities and Exchange Commission (the “SEC”) via telephone, regarding the Trust’s post-effective amendment
no. 351, under the Securities Act of 1933, as amended (the “1933 Act”), and amendment no. 355, under the Investment Company
Act of 1940, as amended (the “1940 Act”), to its registration statement filed with the SEC pursuant to Rule 485(a) under the
1933 Act (the “Amendment”) with respect to the Rayliant SMDAM Japan Equity ETF (the “Fund”). Below, we have briefly
summarized your comments and questions, followed by our responses. Where indicated, certain of the responses are based on information
provided by Rayliant Asset Management (the “Adviser”) for the specific purpose of responding to the Staff’s comments.
Capitalized terms not defined herein should be given the meaning provided in the Amendment.

Comments on
the Prospectus

 1. Comment.	Please put into bold font the second sentence of the disclosure preceding the
fee table in the “Fund Fees and Expense” section.

Response.	The requested
change has been made.

 2. Comment.	With respect to the fee table in the “Fund Fees and Expense” section,
please explain supplementally how the Trust estimated Other Expenses and determined it was a reasonable estimate for the current fiscal
year.

   Morgan, Lewis & Bockius llp

   2222 Market Street

   Philadelphia, PA  19103-3007

   United States

    +1.215.963.5000

     +1.215.963.5001

    Rebecca Marquigny, Esq.

March 27, 2024

Page 2

Response.	The Trust estimated
Other Expenses based on a review of sample portfolio holdings for the Fund. The Trust believes that the estimated Other Expenses for the
Fund’s initial fiscal year are reasonable given the Fund’s expected portfolio holdings.

 3. Comment.	In the “Fund Fees and Expenses” section, please confirm that the
“Example” figures only include capped expenses for the period described in Footnote 2 to the “Annual Fund Operating
Expenses” table.

Response.	The
Trust confirms that the “Example” figures reflect capped expenses for the period described in Footnote 2 to the “Annual
Fund Operating Expenses” table.

 4. Comment.	On January 19, 2024, the Staff of the SEC’s Division of Investment Management
published a statement providing its views regarding ETFs’ disclosure of foreign currency holdings on their website as needed to
comply with the daily portfolio holdings disclosure requirements of Rule 6c-11 under the 1940 Act (the “Staff Statement”).
Given the Fund’s expected exposure to Japanese equity holdings, the Staff believes that the guidance set forth in the Staff Statement
is applicable to the Fund. Accordingly, please confirm supplementally that the Trust (i) has reviewed the Staff Statement; and (ii) will
disclose the Fund’s daily portfolio holdings on the Fund’s website consistent with the guidance set forth in the Staff Statement
to satisfy the requirements of Rule 6c-11.

Response.	The Trust confirms
that it (i) has reviewed the Staff Statement and (ii) will disclose the Fund’s daily portfolio holdings on the Fund’s website
consistent with the guidance set forth in the Staff Statement.

 5. Comment.	In the “Principal Investment Strategies” section:

(i).	The Staff notes that the last
sentence of the second paragraph states that “For clarity, the Sub-Adviser may rely on only one criterion to determine an
issuer’s location even if other criteria may indicate a different location.” Please (a) supplementally explain the
circumstances contemplated by the last sentence. In particular, please provide an example showing when one of the first two
criterion would suggest that an issuer is located in one country while one of the last two criterion would suggest that an issuer is
located in a different country; and (b) explain supplementally how an issuer that satisfies one of the first two criterion set forth
in this paragraph relating to the country in which an issuer is organized, has a principal place of business, or has the primary
trading markets for its securities, but that doesn’t satisfy one of the last two criterion set forth in this paragraph
relating to the country in which the issuer derives at least 50% of its assets or revenue, would satisfy the requirement that a
company be economically tied to Japan.

 Response. (a) Below are some examples showing when one of the first two criterion would suggest that an issuer is located in one country while one of
the last two criterion would suggest that an issuer is located in a different country:

- A company that derives 51% of its
revenue from Japan but is headquartered or even listed in a non-Japanese region (e.g. UK). Luxury goods companies traded,
headquartered and listed on European stock exchanges are deriving more of their overall group revenues from Asia regions, including
Japan, and in this case the company would be deemed to be economically tied to Japan base on the revenue derived from Japan even
though it is headquartered or listed in a non-Japanese region.

- A company that is organized under
the laws of, or has its principal office in Japan, and either derives much of its revenues from outside Japan, or has built
infrastructure, has meaningful assets or made meaningful investments in its business outside of Japan (e.g. factories). In this
case, the company would also be deemed to be economically tied to Japan as the Sub-Adviser believes that an investment in such
company would have exposure to the economic fortunes and risks of Japan. Although global markets are increasingly interconnected,
issuers may be affected by the macroeconomic trends affecting their countries of organization, such as fluctuations in gross
domestic product, rates of inflation, capital reinvestment, and resources. Similarly, investments in an issuer organized under the
laws of Japan may expose the Fund to various risks associated with that country, such as differences in accounting, auditing and
financial reporting standards, the possibility of nationalization, expropriation or confiscatory taxation, adverse changes in
investment or exchange control regulations and political instability.

(b) In
the release proposing Rule 35d-1 under the 1940 Act (the “Fund Names Rule”), the SEC stated that, in order to satisfy the
proposed Fund Names Rule, a fund would be required to have a fundamental policy to invest at least 80% of its assets in securities of
issuers tied economically to the particular country or geographic region identified by its name.1 The SEC identified three
criteria, any one of which the SEC believed to be sufficient for determining whether the securities of an issuer were “tied economically”
to a particular country or geographic region: (i) securities of issuers that are organized under the laws of the country or of a country
within the geographic region suggested by the Fund’s name or that maintain their principal place of business in that country or
region; (ii) securities that are traded principally in the country or region suggested by the Fund’s name; or
(iii) securities of issuers that, during the issuer's most recent fiscal year, derived at least 50% of their revenues or profits from
goods produced or sold, investments made, or services performed in the country or region suggested by the Fund’s name or that have
at least 50% of their assets in that country or region.2

 1 Investment Company Names, Investment Company Act Release No.
22530 (Feb. 27. 1997).

 2 Id.

    Rebecca Marquigny, Esq.

March 27, 2024

Page 3

The SEC further noted in the proposing release
that “[s]ubstantially the same 3 criteria have been used to date by the Division [of Investment Management] to determine whether
names of investment companies that focus their investments in particular countries or geographic regions are consistent with section 35(d).”
In the adopting release for the Fund Names Rule, the SEC stated that its “economically tied” test, including the specific
criteria enumerated in the proposing release, was too restrictive because there may be additional securities that would not meet any of
the criteria but would “expose an investment company to the economic fortunes and risks of the country or geographic region indicated
in [its] name.”3

The Trust notes that the SEC’s own
proposed criteria described above would have been satisfied by meeting either of the first two criterion set forth in the
Fund’s prospectus.

The Trust further notes that in the SEC’s
adopting release for the recent amendments to the Fund Names Rule, the SEC specifically acknowledged that while certain funds have 80%
policies that consider whether an issuer has at least 50% of revenue from a particular region or country, other funds have 80% policies
that consider some other nexus to the region, such as an issuer’s domicile or primary trading market, and that each example demonstrates
the flexibility that fund managers have in developing definitions of the terms used in a fund’s name:

“For instance, for fund names that reference
a particular region or country, it is often not immediately apparent based on the terms in a fund’s name whether the fund invests
in issuers that are domiciled in the specific region, have a large presence in the region, or have some other nexus to the region. An
investor may generally understand what constitutes “Latin America,” and seek out a “Latin American” fund, but
different portfolio managers may apply different definitions of what specifically “Latin America” means in practice for their
fund because definitions of “Latin America,” using plain English or industry use of the term, can reasonably differ.

For example, a “Latin America”
fund offered by one adviser has an 80% investment policy to invest in securities of issuers that derive at least 50% of revenue from Latin
American markets (defined to include Spanish-speaking islands in the Caribbean), without consideration of the issuers’ domicile,
headquarters, or primary trading market. In contrast, another “Latin America” fund managed by a different adviser has a policy
to invest at least 80% in securities of issuers that are domiciled in Latin America (defined to exclude Mexico and Caribbean islands),
that derive significant revenues from Latin America, or the securities trade on exchanges located in Latin America. Each of these examples
is consistent with the plain English or industry use of the term and demonstrates the flexibility the final amendments will provide
to fund managers in developing definitions of the terms used in a fund’s name.”4

 3 Investment Company Names, Investment Company Act Release No.
24828 (Jan. 17, 2001) (emphasis added).

 4 Investment Company Names, Investment Company Act Release No.
35000 (Sep. 20, 2023).

    Rebecca Marquigny, Esq.

March 27, 2024

Page 4

For all of these reasons, the Trust respectfully
believes that an issuer that satisfies one of the first two criterion set forth in the referenced paragraph of the Prospectus would satisfy
the requirement that a company be economically tied to Japan, and that this approach is consistent with the Fund Names Rule and contemplated
by the SEC in prior releases relating to the Fund Names Rule.

(ii).	In the third paragraph, please
explain in greater detail how the Fund’s portfolio allocations to common and preferred stocks are determined by the Sub-Adviser.

Response.	The following
disclosure has been added in response to this comment: “The Fund’s portfolio allocations to common and preferred stocks are
determined by the Sub-Adviser based upon current and relative yield and the potential total return of these securities relative to their
investable universe.”

 (iii). In the third sentence of the third paragraph, please explain the rationale for using derivatives to equitize cash positions and indicate why the Sub-Adviser prefers futures contracts for this purpose.

Response.	The following
disclosure has been added in response to this comment: “The Fund will utilize futures contracts because they not only provide equity
exposure to the Fund’s cash balance, but also provide increased flexibility in responding to client cash flow needs (e.g., redemptions).
Additionally, because it can be less expensive to trade a list of securities as a package or program trade rather than as a group of individual
orders, futures provide a means through which transaction costs can be reduced.”

(iv).	The Staff notes that the third
paragraph of the “Principal Investment Strategies” section groups mid-and large-capitalization securities together (“The
Fund may invest in securities of companies with any market capitalization with a particular focus on mid- and large-capitalization securities”),
while the “Principal Risks” section groups small- and medium capitalization securities together in the “Small and Medium
Capitalization Companies Risk” paragraph. In light of this, please indicate in the “Principal Investment Strategies”
section the capitalization ranges that correspond to small, medium and large capitalization companies.

Response.	The Trust is
not aware of any legal requirement to include the requested disclosure in a fund’s registration statement where the fund’s
name does not suggest a focus on investments in securities of issuers in a certain capitalization range. Therefore, the Trust respectfully
declines to make the requested change. However, in response to this comment, “Small and Medium Capitalization Companies Risk”
in the “Principal Risks” section has been deleted and replaced with separate “Small Capitalization Companies Risk”
and “Medium Capitalization Companies Risk” paragraphs.

    Rebecca Marquigny, Esq.

March 27, 2024

Page 5

 (v). In the third paragraph, if the fund principally uses depositary receipts to manage currency volatility, please state that directly. Otherwise, please clarify how depositary receipts are central to achieving the Fund’s investment objective of seeking long-term capital appreciation.

Response.	References to
depositary receipts have been removed from the “Principal Investment Strategies” section of the prospectus. Accordingly, no
additional changes have been made in response to this comment.

(vi).	The Staff notes that the third
paragraph of the “Principal Investment Strategies” section states that the Fund may invest up to 20% of its net assets in
debt securities. Please (a) explain how the Fund’s investments in debt securities will support the Fund’s investment objective
of seeking long-term capital appreciation; and (b) explain in greater detail how the Fund’s portfolio allocations to foreign and
domestic debt securities will be determined by the Sub-Adviser.

Response.	References to
debt securities have been removed from the “Principal Investment Strategies” and “Principal Risks” sections of
the prospectus. Accordingly, no additional changes have been made in response to this comment.

(vii).	In the third paragraph, please
explain in greater detail the circumstances in which the Sub-Adviser may determine to allocate a substantial portion of the Fund’s
assets to a particular sector.

Response.	The following
disclosure has been added in response to this comment: “For instance, the Fund may allocate a substantial portion of its assets
to a particular sector based on the high conviction of its portfolio managers, or as a result of stock selection.”

 6. Comment. In
the “More Information about the Fund’s Investment Objectives Strategies” section, please describe in greater detail
the criteria used/factors