Correspondence 0001398344-25-006775 from Advisors' Inner Circle Fund III (CIK 0001593547)
Advisors' Inner Circle Fund III (CIK 0001593547)
Date: April 8, 2025 · CIK: 0001593547 · Accession: 0001398344-25-006775
AI Filing Summary & Sentiment
File numbers found in text: 333-192858, 811-22920
Letter
U.S. Securities and Exchange Commission 100 F Street, NE Washington, D.C. 20549 Re: The Advisors’ Inner Circle Fund III (File Nos. 333-192858 and 811-22920)
Dear Ms. Quarles:
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 preliminary proxy statement on Schedule 14A and related materials (together, the “Proxy Materials”), which were filed with the SEC on behalf of the Mesirow High Yield Fund and Mesirow Small Company Fund (each a “Fund” and together, the “Funds”), each a series of the Trust, pursuant to the Securities Exchange Act of 1934, as amended, and the Investment Company Act of 1940, as amended (the “1940 Act”), on March 7, 2025. Below, we have briefly summarized your comments and questions, followed by our responses. Capitalized terms not defined herein should be given the meaning provided in the Proxy Materials.
1. Comment. The Staff reissues the following comment on the Proxy Materials:
In the section of the proxy statement entitled “Board Considerations in Approving the New Agreement,” please disclose whether the Board considered any factors adverse to approving the New Agreement and/or any conflicts of interest that the investment adviser had.
Response. The Trust confirms that the Board considered all material factors related to the Proposal, as the Board deemed appropriate in its reasonable business judgment. The Trust confirms that the Board requested from the Adviser, and considered, information related to any potential material conflicts of interest and any potential detriments or limitations that may result from the Proposal. The Trust believes the existing disclosure is adequate; however, the Trust has added additional disclosure noting that the “Board requested and received written materials from MetLife Investment Management, MFIM and MIIM regarding, among other things: . . . (vi) any potential benefits and detriments or limitations, including any potential material conflicts of interest.” (new language bolded)
Morgan, Lewis & Bockius llp
2222 Market Street
Philadelphia, PA 19103-3007
United States
+1.215.963.5000
+1.215.963.5001
Ellie Quarles, Esq.
April 8, 2025
Page 2
2. Comment. The Staff reissues the following comment on the Proxy Materials:
In the section of the proxy statement entitled “Board Considerations in Approving the New Agreement,” please discuss whether the Board considered that the Funds’ performance did not exceed the performance of their benchmarks as discussed in the Funds’ Form N-CSR.
Response. The Trust respectfully notes that the disclosure already states that the Board considered the Funds’ performance reports prepared by the Funds’ administrator. The applicable Board meeting occurred before the close of the Funds’ fiscal year and thus covered different trailing periods than those included the N-CSR, but did include periods where the Funds underperformed their then-current primary benchmarks. While the Trust believes the current disclosure is satisfactory, the Trust has added the following additional disclosure noted in bold:
In considering the investment performance of the Funds, the Board noted that, in connection with its recent consideration of the continuation of the Prior Agreements, the Board had recently reviewed reports prepared by the Funds’ administrator comparing the Funds’ performance to their benchmark indices and peer groups of mutual funds as classified by Lipper, an independent provider of investment company data, over various periods of time, which indicated that (i) the High Yield Fund’s performance trailed its benchmark and peer group over short-term periods reported but outperformed its benchmark during longer-term reported periods, and (ii) the Small Company Fund outperformed its benchmark and peer group or trailed its benchmark and peer group during certain reported periods. The Board determined that the Funds’ performance was satisfactory, or, where a Fund’s performance was below its benchmark and/or peer group, the Board was satisfied by the reasons for the underperformance and/or the steps taken in an effort to improve the performance of the Fund.
* * * * * * * * * * * *
If you have any questions, need any additional information or would like any clarification, please contact me at (215) 963-5608.
Very truly yours,
/s/ Christopher Trueax
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CORRESP
1
filename1.htm
Christopher Trueax
+1.215.963.5608
christopher.trueax@morganlewis.com
April 8, 2025
FILED AS EDGAR CORRESPONDENCE
Ellie Quarles, Esq.
U.S. Securities and Exchange Commission
100 F Street, NE
Washington, D.C. 20549
Re: The Advisors’ Inner Circle Fund III (File Nos. 333-192858 and 811-22920)
Dear Ms. Quarles:
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 preliminary proxy statement
on Schedule 14A and related materials (together, the “Proxy Materials”), which were filed with the SEC on behalf of the Mesirow
High Yield Fund and Mesirow Small Company Fund (each a “Fund” and together, the “Funds”), each a series of the
Trust, pursuant to the Securities Exchange Act of 1934, as amended, and the Investment Company Act of 1940, as amended (the “1940
Act”), on March 7, 2025. Below, we have briefly summarized your comments and questions, followed by our responses. Capitalized terms
not defined herein should be given the meaning provided in the Proxy Materials.
1. Comment. The Staff reissues the following comment on the Proxy Materials:
In the section of the proxy statement
entitled “Board Considerations in Approving the New Agreement,” please disclose whether the Board considered any factors adverse
to approving the New Agreement and/or any conflicts of interest that the investment adviser had.
Response. The Trust confirms
that the Board considered all material factors related to the Proposal, as the Board deemed appropriate in its reasonable business judgment.
The Trust confirms that the Board requested from the Adviser, and considered, information related to any potential material conflicts
of interest and any potential detriments or limitations that may result from the Proposal. The Trust believes the existing disclosure
is adequate; however, the Trust has added additional disclosure noting that the “Board requested and received written materials
from MetLife Investment Management, MFIM and MIIM regarding, among other things: . . . (vi) any potential benefits and detriments or
limitations, including any potential material conflicts of interest.” (new language bolded)
Morgan, Lewis & Bockius llp
2222 Market Street
Philadelphia, PA 19103-3007
United States
+1.215.963.5000
+1.215.963.5001
Ellie Quarles, Esq.
April 8, 2025
Page 2
2. Comment. The Staff reissues the following comment on the Proxy Materials:
In the section of the proxy statement
entitled “Board Considerations in Approving the New Agreement,” please discuss whether the Board considered that the Funds’
performance did not exceed the performance of their benchmarks as discussed in the Funds’ Form N-CSR.
Response. The Trust respectfully
notes that the disclosure already states that the Board considered the Funds’ performance reports prepared by the Funds’ administrator. The applicable Board meeting occurred before the close of the Funds’ fiscal
year and thus covered different trailing periods than those included the N-CSR, but did include periods where the Funds underperformed
their then-current primary benchmarks. While the Trust believes the current disclosure is satisfactory, the Trust has added the following
additional disclosure noted in bold:
In considering the investment
performance of the Funds, the Board noted that, in connection with its recent consideration of the continuation of the Prior
Agreements, the Board had recently reviewed reports prepared by the Funds’ administrator comparing the Funds’
performance to their benchmark indices and peer groups of mutual funds as classified by Lipper, an independent provider of
investment company data, over various periods of time, which indicated that (i) the High Yield Fund’s performance trailed
its benchmark and peer group over short-term periods reported but outperformed its benchmark during longer-term reported periods,
and (ii) the Small Company Fund outperformed its benchmark and peer group or trailed its benchmark and peer group during certain
reported periods. The Board determined that the Funds’ performance was satisfactory, or, where a Fund’s performance was
below its benchmark and/or peer group, the Board was satisfied by the reasons for the underperformance and/or the steps taken in an
effort to improve the performance of the Fund.
* * * * * * * * * * * *
If you have any questions, need any additional information
or would like any clarification, please contact me at (215) 963-5608.
Very truly yours,
/s/ Christopher Trueax
Christopher Trueax