UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________
FORM N-CSRS
________
CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT
INVESTMENT COMPANIES
Investment Company Act File Number 811-22920
The Advisors’ Inner Circle Fund III
(Exact name of registrant as specified in charter)
________
SEI Investments
One Freedom Valley Drive
Oaks, PA 19456
(Address of principal executive offices) (Zip code)
SEI Investments
One Freedom Valley Drive
Oaks, PA 19456
(Name and address of agent for service)
Registrant’s telephone number, including area code: (877) 446-3863
Date of fiscal year end: December 31, 2024
Date of reporting period: June 30, 2024
Item 1. Reports to Stockholders.
(a) A copy of the report transmitted to stockholders pursuant to Rule 30e-1 under the Investment Company Act of 1940, as amended (the “Act”) (17 CFR § 270.30e-1), is attached hereto.
(b) Not applicable.
Item 2. Code of Ethics.
Not applicable for semi-annual report.
Item 3. Audit Committee Financial Expert.
Not applicable for semi-annual report.
Item 4. Principal Accountant Fees and Services.
Not applicable for semi-annual report.
Item 5. Audit Committee of Listed Registrants.
Not applicable to open-end management investment companies.
Item 6. Schedule of Investments.
(a) The Schedules of Investments are included as part of the Financial Statements and Other Information filed under Item 7 of this form.
(b) Not applicable.
Item 7. Financial Statements and Financial Highlights for Open-End Management Investment Companies.
Financial Statements and Financial Highlights are filed herein.
The Advisors’ Inner Circle Fund III
ARGA FUNDS
Emerging Markets Value Fund
International Value Fund
Value Fund
SEMI-ANNUAL FINANCIALS AND OTHER INFORMATION
JUNE 30, 2024
Investment Advisor:
ARGA Investment Management, LP
THE ADVISORS’ INNER CIRCLE FUND III |
ARGA FUNDS JUNE 30, 2024 |
TABLE OF CONTENTS
Financial Statements (Form N-CSRS Item 7) |
|
Schedules of Investments |
1 |
Statements of Assets and Liabilities |
14 |
Statements of Operations |
16 |
Statements of Changes in Net Assets |
18 |
Financial Highlights |
21 |
Notes to Financial Statements |
24 |
Approval of Investment Advisory Agreement (Form N-CSRS Item 11) |
36 |
The Funds file their complete schedules of investments with the Securities and Exchange Commission for the first and third quarters of each fiscal year as an exhibit to its reports on Form N-PORT. The Funds’ Form N-PORT is available on the Funds’ website at https://www.argainvest.com/mutual-funds/.
A description of the policies and procedures that the Funds use to determine how to vote proxies relating to Fund securities, as well as information relating to how the Funds 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 866-234-2742; and (ii) on the Funds’ website at https://www.argainvest.com/mutual-funds/.
THE ADVISORS’ INNER CIRCLE FUND III |
ARGA EMERGING MARKETS VALUE FUND JUNE 30, 2024 (UNAUDITED) |
SCHEDULE OF INVESTMENTS | ||||||||
COMMON STOCK — 93.8% | ||||||||
Shares |
Value |
|||||||
BRAZIL — 9.8% | ||||||||
Atacadao * |
2,723,300 | $ | 4,413,713 | |||||
Banco Bradesco |
9,858,940 | 19,752,800 | ||||||
Banco do Brasil |
2,179,200 | 10,381,227 | ||||||
Lojas Renner |
2,975,400 | 6,669,248 | ||||||
Petroleo Brasileiro ADR |
1,063,529 | 15,410,535 | ||||||
Sendas Distribuidora * |
3,440,500 | 6,351,579 | ||||||
Suzano |
816,800 | 8,337,348 | ||||||
71,316,450 | ||||||||
CHINA — 31.9% | ||||||||
Alibaba Group Holding |
503,300 | 4,543,786 | ||||||
Alibaba Group Holding ADR |
390,017 | 28,081,224 | ||||||
Bank of China, Cl A |
7,903,630 | 5,025,395 | ||||||
China Merchants Port Holdings |
3,450,298 | 5,134,103 | ||||||
China Overseas Land & Investment |
13,145,469 | 22,792,740 | ||||||
China Resources Power Holdings |
5,442,000 | 16,690,366 | ||||||
Gree Electric Appliances of Zhuhai, Cl A |
5,573,800 | 30,085,732 | ||||||
Hengli Petrochemical, Cl A |
7,042,899 | 13,521,575 | ||||||
Industrial & Commercial Bank of China, Cl A |
15,371,900 | 12,058,798 | ||||||
Jiangsu Yanghe Distillery, Cl A |
1,042,500 | 11,584,210 | ||||||
PICC Property & Casualty, Cl H |
4,588,000 | 5,698,977 | ||||||
Ping An Insurance Group of China, Cl A |
2,473,400 | 14,079,152 | ||||||
Shanghai Mechanical and Electrical Industry, Cl A |
3,909,614 | 6,193,139 | ||||||
SITC International Holdings |
1,344,642 | 3,650,433 | ||||||
Sunny Optical Technology Group |
1,207,179 | 7,458,831 | ||||||
Suofeiya Home Collection, Cl A |
3,711,390 | 7,830,335 | ||||||
Tencent Holdings |
487,300 | 23,238,489 | ||||||
Trip.com Group ADR * |
251,144 | 11,803,768 | ||||||
Weibo ADR |
315,139 | 2,420,268 | ||||||
231,891,321 | ||||||||
HONG KONG — 3.2% | ||||||||
Melco Resorts & Entertainment ADR * |
1,338,151 | 9,982,606 | ||||||
WH Group |
20,640,306 | 13,585,670 | ||||||
23,568,276 | ||||||||
HUNGARY — 1.4% | ||||||||
OTP Bank Nyrt |
211,373 | 10,502,507 | ||||||
INDIA — 4.4% | ||||||||
HDFC Bank |
741,127 | 14,965,189 | ||||||
Hindalco Industries |
785,977 | 6,537,123 | ||||||
Manappuram Finance |
4,143,995 | 10,331,723 | ||||||
31,834,035 | ||||||||
The accompanying notes are an integral part of the financial statements.
1
THE ADVISORS’ INNER CIRCLE FUND III |
ARGA EMERGING MARKETS VALUE FUND JUNE 30, 2024 (UNAUDITED) |
SCHEDULE OF INVESTMENTS | ||||||||
COMMON STOCK (continued) | ||||||||
|
Shares |
Value |
||||||
MACAO — 3.1% | ||||||||
Galaxy Entertainment Group |
2,154,000 | $ | 10,040,350 | |||||
Sands China * |
6,100,400 | 12,717,874 | ||||||
22,758,224 | ||||||||
PERU — 1.4% | ||||||||
Credicorp |
60,993 | 9,840,001 | ||||||
RUSSIA — 0.0% | ||||||||
Alrosa PJSC (A) |
506,080 | – | ||||||
SOUTH AFRICA — 7.2% | ||||||||
Absa Group |
1,384,240 | 12,055,394 | ||||||
MTN Group |
4,733,609 | 22,099,498 | ||||||
Naspers, Cl N |
90,652 | 17,773,996 | ||||||
51,928,888 | ||||||||
SOUTH KOREA — 15.6% | ||||||||
DB Insurance |
122,162 | 10,161,677 | ||||||
Hana Financial Group |
185,145 | 8,164,404 | ||||||
Hyundai Mobis |
64,723 | 11,825,524 | ||||||
KB Financial Group |
142,479 | 8,125,392 | ||||||
Samsung Electronics |
501,013 | 29,664,046 | ||||||
SK Hynix |
237,478 | 40,801,705 | ||||||
WONIK IPS * |
179,917 | 4,548,574 | ||||||
113,291,322 | ||||||||
TAIWAN — 9.7% | ||||||||
Chailease Holding |
1,960,000 | 9,273,924 | ||||||
Taiwan Semiconductor Manufacturing |
551,000 | 16,406,948 | ||||||
Taiwan Semiconductor Manufacturing ADR |
96,067 | 16,697,405 | ||||||
Yageo |
1,033,813 | 23,262,904 | ||||||
Zhen Ding Technology Holding |
1,119,000 | 4,466,825 | ||||||
70,108,006 | ||||||||
THAILAND — 3.1% | ||||||||
CP ALL |
4,754,400 | 7,125,608 | ||||||
Kasikornbank |
2,464,200 | 8,427,198 | ||||||
SCB X |
2,378,400 | 6,675,528 | ||||||
22,228,334 | ||||||||
UNITED STATES — 3.0% | ||||||||
JBS |
2,481,800 | 14,357,777 |
The accompanying notes are an integral part of the financial statements.
2
THE ADVISORS’ INNER CIRCLE FUND III |
ARGA EMERGING MARKETS VALUE FUND JUNE 30, 2024 (UNAUDITED) |
SCHEDULE OF INVESTMENTS | ||||||||
COMMON STOCK (continued) | ||||||||
|
Shares |
Value |
||||||
Las Vegas Sands |
173,292 | $ | 7,668,171 | |||||
22,025,948 | ||||||||
TOTAL COMMON STOCK |
||||||||
(Cost $627,012,514) |
681,293,312 | |||||||
TOTAL INVESTMENTS— 93.8% |
||||||||
(Cost $627,012,514) |
$ | 681,293,312 | ||||||
|
Percentages are based on Net Assets of $726,143,421. |
* |
Non-income producing security. |
(A) |
Level 3 security in accordance with fair value hierarchy. |
ADR — American Depositary Receipt |
Cl — Class |
PJSC — Public Joint Stock Company |
The accompanying notes are an integral part of the financial statements.
3
THE ADVISORS’ INNER CIRCLE FUND III |
ARGA EMERGING MARKETS VALUE FUND JUNE 30, 2024 (UNAUDITED) |
The following is a summary of the inputs used as of June 30, 2024, in valuing the Fund’s investments carried at value:
Investments in Securities |
Level 1 |
Level 2 |
Level 3† |
Total |
||||||||||||
Common Stock |
||||||||||||||||
Brazil |
$ | 71,316,450 | $ | — | $ | — | $ | 71,316,450 | ||||||||
China |
231,891,321 | — | — | 231,891,321 | ||||||||||||
Hong Kong |
23,568,276 | — | — | 23,568,276 | ||||||||||||
Hungary |
10,502,507 | — | — | 10,502,507 | ||||||||||||
India |
31,834,035 | — | — | 31,834,035 | ||||||||||||
Macao |
22,758,224 | — | — | 22,758,224 | ||||||||||||
Peru |
9,840,001 | — | — | 9,840,001 | ||||||||||||
Russia |
— | — | — | ^ | — | ^ | ||||||||||
South Africa |
51,928,888 | — | — | 51,928,888 | ||||||||||||
South Korea |
113,291,322 | — | — | 113,291,322 | ||||||||||||
Taiwan |
70,108,006 | — | — | 70,108,006 | ||||||||||||
Thailand |
22,228,334 | — | — | 22,228,334 | ||||||||||||
United States |
22,025,948 | — | — | 22,025,948 | ||||||||||||
Total Common Stock |
681,293,312 | — | — | ^ | 681,293,312 | |||||||||||
Total Investments in Securities |
$ | 681,293,312 | $ | — | $ | — | ^ | $ | 681,293,312 |
† A reconciliation of Level 3 investments is presented when the Fund has a significant amount of Level 3 investments at the end of the period in relation to net assets. Management has concluded that Level 3 investments are not material in relation to net assets.
^ Includes securities in which the fair value is $0 or has been rounded to $0.
Amounts designated as “–” are $0.
For more information on valuation inputs, see Note 2 — Significant Accounting Policies in the Notes to Financial Statements.
The accompanying notes are an integral part of the financial statements.
4
THE ADVISORS’ INNER CIRCLE FUND III |
ARGA INTERNATIONAL VALUE FUND JUNE 30, 2024 (UNAUDITED) |
SCHEDULE OF INVESTMENTS | ||||||||
COMMON STOCK — 92.0% | ||||||||
Shares |
Value |
|||||||
AUSTRALIA — 1.2% | ||||||||
QBE Insurance Group |
41,901 | $ | 486,087 | |||||
South32 |
147,820 | 360,914 | ||||||
847,001 | ||||||||
BRAZIL — 3.9% | ||||||||
Banco Bradesco ADR |
499,319 | 1,118,475 | ||||||
Banco do Brasil |
130,611 | 622,202 | ||||||
Lojas Renner |
452,800 | 1,014,934 | ||||||
2,755,611 | ||||||||
CANADA — 3.3% | ||||||||
Great-West Lifeco |
14,484 | 422,541 | ||||||
Nutrien |
27,597 | 1,405,015 | ||||||
Suncor Energy |
14,100 | 537,491 | ||||||
2,365,047 | ||||||||
CHINA — 14.4% | ||||||||
Alibaba Group Holding |
1,800 | 16,250 | ||||||
Alibaba Group Holding ADR |
30,212 | 2,175,264 | ||||||
China Overseas Land & Investment |
412,804 | 715,755 | ||||||
Gree Electric Appliances of Zhuhai, Cl A |
273,600 | 1,476,812 | ||||||
NXP Semiconductors |
2,021 | 543,831 | ||||||
Ping An Insurance Group of China, Cl H |
266,627 | 1,208,674 | ||||||
Tencent Holdings |
58,620 | 2,795,486 | ||||||
Trip.com Group ADR * |
26,186 | 1,230,742 | ||||||
10,162,814 | ||||||||
FINLAND — 1.4% | ||||||||
Nokia |
255,353 | 973,144 | ||||||
FRANCE — 10.4% | ||||||||
Accor |
84,225 | 3,454,691 | ||||||
Airbus |
8,792 | 1,207,670 | ||||||
Bouygues |
12,725 | 408,426 | ||||||
Kering |
3,005 | 1,089,363 | ||||||
Societe Generale |
28,602 | 671,439 | ||||||
Teleperformance |
5,027 | 529,430 | ||||||
7,361,019 | ||||||||
The accompanying notes are an integral part of the financial statements.
5
THE ADVISORS’ INNER CIRCLE FUND III |
ARGA INTERNATIONAL VALUE FUND JUNE 30, 2024 (UNAUDITED) |
SCHEDULE OF INVESTMENTS | ||||||||
COMMON STOCK (continued) | ||||||||
|
Shares |
Value |
||||||
GERMANY — 1.0% | ||||||||
BASF |
13,955 | $ | 675,295 | |||||
Fresenius & KGaA * |
1,982 | 59,179 | ||||||
734,474 | ||||||||
HONG KONG — 3.3% | ||||||||
CK Asset Holdings |
4,500 | 16,856 | ||||||
Melco Resorts & Entertainment ADR * |
5,371 | 40,068 | ||||||
Prudential |
247,997 | 2,252,124 | ||||||
Sun Hung Kai Properties |
2,000 | 17,300 | ||||||
2,326,348 | ||||||||
INDIA — 0.7% | ||||||||
HDFC Bank ADR |
8,118 | 522,231 | ||||||
IRELAND — 1.4% | ||||||||
Smurfit Kappa Group |
22,738 | 1,013,013 | ||||||
ITALY — 3.0% | ||||||||
Eni |
57,957 | 890,939 | ||||||
Leonardo |
22,145 | 514,167 | ||||||
Saipem * |
271,223 | 694,796 | ||||||
2,099,902 | ||||||||
JAPAN — 10.2% | ||||||||
ITOCHU |
11,100 | 541,857 | ||||||
Japan Airlines |
36,000 | 568,003 | ||||||
Kobe Steel |
107,300 | 1,331,496 | ||||||
Marubeni |
28,100 | 519,681 | ||||||
Nidec |
56,200 | 2,509,771 | ||||||
Olympus |
31,600 | 509,383 | ||||||
SoftBank Group |
8,300 | 536,000 | ||||||
Sumitomo Realty & Development |
8,500 | 249,416 | ||||||
Toray Industries |
97,400 | 460,999 | ||||||
7,226,606 | ||||||||
LUXEMBOURG — 0.8% | ||||||||
ArcelorMittal |
24,898 | 569,821 | ||||||
MACAO — 2.3% | ||||||||
Galaxy Entertainment Group |
82,000 | 382,223 |
The accompanying notes are an integral part of the financial statements.
6
THE ADVISORS’ INNER CIRCLE FUND III |
ARGA INTERNATIONAL VALUE FUND JUNE 30, 2024 (UNAUDITED) |
SCHEDULE OF INVESTMENTS | ||||||||
COMMON STOCK (continued) | ||||||||
|
Shares |
Value |
||||||
Sands China * |
603,600 | $ | 1,258,362 | |||||
1,640,585 | ||||||||
NETHERLANDS — 2.8% | ||||||||
ABN AMRO Bank GDR |
39,111 | 642,949 | ||||||
Aegon |
156,627 | 967,523 | ||||||
Shell |
10,359 | 371,106 | ||||||
1,981,578 | ||||||||
NORWAY — 2.2% | ||||||||
Aker BP |
1,405 | 35,819 | ||||||
Equinor |
52,388 | 1,491,368 | ||||||
1,527,187 | ||||||||
SOUTH KOREA — 6.5% | ||||||||
Hyundai Mobis |
2,322 | 424,252 | ||||||
Samsung Electronics |
22,714 | 1,344,854 | ||||||
Shinhan Financial Group |
12,457 | 435,746 | ||||||
SK Hynix |
14,061 | 2,415,856 | ||||||
4,620,708 | ||||||||
SPAIN — 4.1% | ||||||||
Banco Bilbao Vizcaya Argentaria |
180,453 | 1,807,332 | ||||||
Banco Santander |
229,088 | 1,062,453 | ||||||
2,869,785 | ||||||||
SWEDEN — 2.8% | ||||||||
Boliden |
61,550 | 1,969,205 | ||||||
SWITZERLAND — 4.6% | ||||||||
Novartis |
12,725 | 1,362,083 | ||||||
Sandoz Group |
125 | 4,527 | ||||||
UBS Group |
64,472 | 1,898,029 | ||||||
3,264,639 | ||||||||
UNITED KINGDOM — 4.2% | ||||||||
Berkeley Group Holdings |
363 | 21,053 | ||||||
BP |
74,683 | 448,619 | ||||||
easyJet |
2,079 | 12,028 | ||||||
HSBC Holdings |
117,327 | 1,014,309 |
The accompanying notes are an integral part of the financial statements.
7
THE ADVISORS’ INNER CIRCLE FUND III |
ARGA INTERNATIONAL VALUE FUND JUNE 30, 2024 (UNAUDITED) |
SCHEDULE OF INVESTMENTS | ||||||||
COMMON STOCK (continued) | ||||||||
|
Shares |
Value |
||||||
Kingfisher |
23,023 | $ | 72,409 | |||||
Lloyds Banking Group |
166,825 | 115,437 | ||||||
Taylor Wimpey |
392,832 | 705,884 | ||||||
Whitbread |
16,504 | 620,663 | ||||||
3,010,402 | ||||||||
UNITED STATES — 7.5% | ||||||||
GSK |
54,672 | 1,057,046 | ||||||
JBS |
99,700 | 576,787 | ||||||
Las Vegas Sands |
56,136 | 2,484,018 | ||||||
Tenaris |
77,234 | 1,186,943 | ||||||
5,304,794 | ||||||||
TOTAL COMMON STOCK |
||||||||
(Cost $65,107,093) |
65,145,914 | |||||||
PREFERRED STOCK — 3.0% | ||||||||
BRAZIL — 2.2% | ||||||||
Gerdau (A) |
256,068 | 844,688 | ||||||
Petroleo Brasileiro (A) |
108,400 | 737,844 | ||||||
1,582,532 | ||||||||
GERMANY — 0.8% | ||||||||
Henkel & KGaA (A) |
5,929 | 528,419 | ||||||
TOTAL PREFERRED STOCK |
||||||||
(Cost $2,173,647) |
2,110,951 | |||||||
TOTAL INVESTMENTS— 95.0% |
||||||||
(Cost $67,280,740) |
$ | 67,256,865 |
|
Percentages are based on Net Assets of $70,761,986. |
* |
Non-income producing security. |
The accompanying notes are an integral part of the financial statements.
8
THE ADVISORS’ INNER CIRCLE FUND III |
ARGA INTERNATIONAL VALUE FUND JUNE 30, 2024 (UNAUDITED) |
(A) |
There is currently no rate available. |
ADR — American Depositary Receipt |
Cl — Class |
GDR — Global Depositary Receipt |
As of June 30, 2024, all of the Fund's investments were considered Level 1, in accordance with the authoritative guidance on fair value measurements and disclosure under U.S. generally accepted accounting principles. |
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.
9
THE ADVISORS’ INNER CIRCLE FUND III |
ARGA VALUE FUND JUNE 30, 2024 (UNAUDITED) |
SCHEDULE OF INVESTMENTS | ||||||||
COMMON STOCK — 99.0% | ||||||||
Shares |
Value |
|||||||
COMMUNICATION SERVICES — 6.7% |
||||||||
Comcast, Cl A |
428 | $ | 16,760 | |||||
Liberty Global, Cl A * |
1,376 | 23,984 | ||||||
Walt Disney |
355 | 35,248 | ||||||
75,992 | ||||||||
CONSUMER DISCRETIONARY — 20.2% |
||||||||
Las Vegas Sands |
840 | 37,170 | ||||||
Lear |
185 | 21,129 | ||||||
Mohawk Industries * |
345 | 39,189 | ||||||
Newell Brands |
1,895 | 12,147 | ||||||
PVH |
374 | 39,595 | ||||||
Signet Jewelers |
332 | 29,741 | ||||||
Tapestry |
1,204 | 51,519 | ||||||
230,490 | ||||||||
CONSUMER STAPLES — 4.2% |
||||||||
Target |
159 | 23,539 | ||||||
Tyson Foods, Cl A |
423 | 24,170 | ||||||
47,709 | ||||||||
ENERGY — 10.5% |
||||||||
EQT |
328 | 12,129 | ||||||
Helmerich & Payne |
886 | 32,020 | ||||||
Occidental Petroleum |
379 | 23,888 | ||||||
PBF Energy, Cl A |
236 | 10,861 | ||||||
Petroleo Brasileiro ADR |
1,283 | 18,591 | ||||||
Phillips 66 |
158 | 22,305 | ||||||
119,794 | ||||||||
FINANCIALS — 22.0% |
||||||||
American International Group |
342 | 25,390 | ||||||
Bank of America |
1,028 | 40,884 | ||||||
Citigroup |
697 | 44,232 | ||||||
Goldman Sachs Group |
59 | 26,687 | ||||||
Invesco |
1,105 | 16,531 | ||||||
MetLife |
316 | 22,180 | ||||||
RenaissanceRe Holdings |
36 | 8,046 | ||||||
SLM |
703 | 14,615 | ||||||
Travelers |
124 | 25,214 |
The accompanying notes are an integral part of the financial statements.
10
THE ADVISORS’ INNER CIRCLE FUND III |
ARGA VALUE FUND JUNE 30, 2024 (UNAUDITED) |
SCHEDULE OF INVESTMENTS | ||||||||
COMMON STOCK (continued) | ||||||||
|
Shares |
Value |
||||||
Wells Fargo |
442 | $ | 26,250 | |||||
250,029 | ||||||||
HEALTH CARE — 10.8% |
||||||||
AbbVie |
135 | 23,155 | ||||||
Baxter International |
560 | 18,732 | ||||||
CVS Health |
280 | 16,537 | ||||||
Elevance Health |
22 | 11,921 | ||||||
Gilead Sciences |
521 | 35,746 | ||||||
Medtronic |
121 | 9,524 | ||||||
Perrigo |
281 | 7,216 | ||||||
122,831 | ||||||||
INDUSTRIALS — 4.2% |
||||||||
Genpact |
256 | 8,240 | ||||||
Stanley Black & Decker |
257 | 20,532 | ||||||
WESCO International |
123 | 19,498 | ||||||
48,270 | ||||||||
INFORMATION TECHNOLOGY — 9.6% |
||||||||
Arrow Electronics * |
236 | 28,499 | ||||||
Intel |
278 | 8,609 | ||||||
QUALCOMM |
182 | 36,251 | ||||||
Skyworks Solutions |
109 | 11,617 | ||||||
TE Connectivity |
159 | 23,919 | ||||||
108,895 | ||||||||
MATERIALS — 10.8% |
||||||||
Alcoa |
1,161 | 46,185 | ||||||
Celanese, Cl A |
79 | 10,656 | ||||||
Dow |
547 | 29,018 | ||||||
International Flavors & Fragrances |
141 | 13,425 |
The accompanying notes are an integral part of the financial statements.
11
THE ADVISORS’ INNER CIRCLE FUND III |
ARGA VALUE FUND JUNE 30, 2024 (UNAUDITED) |
SCHEDULE OF INVESTMENTS | ||||||||
COMMON STOCK (continued) | ||||||||
|
Shares |
Value |
||||||
LyondellBasell Industries, Cl A |
252 | $ | 24,106 | |||||
123,390 | ||||||||
TOTAL COMMON STOCK |
||||||||
(Cost $1,028,543) |
1,127,400 | |||||||
TOTAL INVESTMENTS— 99.0% |
||||||||
(Cost $1,028,543) |
$ | 1,127,400 |
|
Percentages are based on Net Assets of $1,138,331. |
* |
Non-income producing security. |
ADR — American Depositary Receipt |
Cl — Class |
As of June 30, 2024, all of the Fund’s investments were considered Level 1, in accordance with the authoritative guidance on fair value measurements and disclosure under U.S. generally accepted accounting principles. |
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.
12
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THE ADVISORS’ INNER CIRCLE FUND III |
ARGA FUNDS JUNE 30, 2024 (UNAUDITED) |
STATEMENTS OF ASSETS AND LIABILITIES
ARGA Emerging Markets Value Fund |
ARGA International Value Fund |
|||||||
Assets: |
||||||||
Investments, at Value (Cost $627,012,514 and $67,280,740) |
$ | 681,293,312 | $ | 67,256,865 | ||||
Foreign Currency, at Value (Cost $533,878 and $17,797) |
533,878 | 17,796 | ||||||
Cash |
40,086,065 | 3,201,093 | ||||||
Dividend and Interest Receivable |
4,264,121 | 262,672 | ||||||
Receivable for Capital Shares Sold |
1,270,161 | 700 | ||||||
Receivable for Investment Securities Sold |
249,115 | – | ||||||
Reclaim Receivable |
155,026 | 60,561 | ||||||
Reimbursement/Receivable due from Investment Adviser |
– | – | ||||||
Other Prepaid Expenses |
49,244 | 18,833 | ||||||
Total Assets |
727,900,922 | 70,818,520 | ||||||
Liabilities: |
||||||||
Payable for Foreign Capital Gains Tax |
829,882 | – | ||||||
Payable to Investment Adviser |
412,989 | 27,430 | ||||||
Payable for Investment Securities Purchased |
328,394 | – | ||||||
Payable for Capital Shares Redeemed |
67,545 | – | ||||||
Payable to Administrator |
39,880 | 8,197 | ||||||
Audit Fees Payable |
14,054 | 14,054 | ||||||
Transfer Agent Fees Payable |
6,212 | 3,123 | ||||||
Chief Compliance Officer Fees Payable |
3,112 | 141 | ||||||
Unrealized Loss on Foreign Spot Currency Contracts |
289 | 15 | ||||||
Payable to Trustees |
– | 276 | ||||||
Other Accrued Expenses and Other Payables |
55,144 | 3,298 | ||||||
Total Liabilities |
1,757,501 | 56,534 | ||||||
Commitments and Contingencies† |
||||||||
Net Assets |
$ | 726,143,421 | $ | 70,761,986 | ||||
Net Assets Consist of: |
||||||||
Paid-in Capital |
$ | 667,790,111 | $ | 69,036,878 | ||||
Total Distributable Earnings |
58,353,310 | 1,725,108 | ||||||
Net Assets |
$ | 726,143,421 | $ | 70,761,986 | ||||
Institutional Class Shares: |
||||||||
Net Assets |
$ | 726,143,421 | $ | 70,761,986 | ||||
Outstanding Shares of beneficial interest (unlimited authorization — no par value) |
70,815,155 | 6,526,016 | ||||||
Net Asset Value, Offering and Redemption Price Per Share |
$ | 10.25 | $ | 10.84 |
† See Note 5 in the Notes to Financial Statements.
Amounts designated as “—” are $0.
The accompanying notes are an integral part of the financial statements.
14
THE ADVISORS’ INNER CIRCLE FUND III |
ARGA FUNDS JUNE 30, 2024 (UNAUDITED) |
STATEMENTS OF ASSETS AND LIABILITIES
ARGA Value Fund |
||||
Assets: |
||||
Investments, at Value (Cost $1,028,543) |
$ | 1,127,400 | ||
Cash |
8,871 | |||
Deferred Offering Costs (Note 2) |
4,671 | |||
Receivable for Legal Fees |
3,503 | |||
Dividend and Interest Receivable |
816 | |||
Receivable for Trustee Fee |
505 | |||
Reclaim Receivable |
17 | |||
Reimbursement/Receivable due from Investment Adviser |
21,126 | |||
Other Prepaid Expenses |
4,958 | |||
Total Assets |
1,171,867 | |||
Liabilities: |
||||
Audit Fees Payable |
12,800 | |||
Prepaid Reimbursement to Fund |
10,640 | |||
Payable to Administrator |
6,148 | |||
Transfer Agent Fees Payable |
3,125 | |||
Chief Compliance Officer Fees Payable |
6 | |||
Other Accrued Expenses and Other Payables |
817 | |||
Total Liabilities |
33,536 | |||
Commitments and Contingencies† |
||||
Net Assets |
$ | 1,138,331 | ||
Net Assets Consist of: |
||||
Paid-in Capital |
$ | 1,007,297 | ||
Total Distributable Earnings |
131,034 | |||
Net Assets |
$ | 1,138,331 | ||
Institutional Class Shares: |
||||
Net Assets |
$ | 1,138,331 | ||
Outstanding Shares of beneficial interest (unlimited authorization — no par value) |
100,659 | |||
Net Asset Value, Offering and Redemption Price Per Share |
$ | 11.31 |
† See Note 5 in the Notes to Financial Statements.
The accompanying notes are an integral part of the financial statements.
15
THE ADVISORS’ INNER CIRCLE FUND III |
ARGA FUNDS FOR THE SIX MONTHS ENDED JUNE 30, 2024 (UNAUDITED) |
STATEMENTS OF OPERATIONS
ARGA Emerging Markets Value Fund |
ARGA International Value Fund |
|||||||
Investment Income: |
||||||||
Dividends |
$ | 14,026,681 | $ | 1,224,006 | ||||
Interest |
589,104 | 32,428 | ||||||
Less: Foreign Taxes Withheld |
(1,006,530 | ) | (109,917 | ) | ||||
Total Investment Income |
13,609,255 | 1,146,517 | ||||||
Expenses: |
||||||||
Investment Advisory Fees |
2,270,767 | 135,962 | ||||||
Administration Fees |
222,524 | 49,750 | ||||||
Trustees' Fees (Form N-CSRS Item 10) |
19,419 | 1,070 | ||||||
Chief Compliance Officer Fees |
7,100 | 467 | ||||||
Custodian Fees |
57,891 | 3,565 | ||||||
Legal Fees |
28,728 | 1,414 | ||||||
Printing Fees |
22,917 | 1,611 | ||||||
Registration and Filing Fees |
22,583 | 3,907 | ||||||
Transfer Agent Fees |
20,332 | 10,439 | ||||||
Audit Fees |
14,054 | 14,054 | ||||||
Pricing Fees |
489 | 689 | ||||||
Other Expenses |
26,476 | 2,153 | ||||||
Total Expenses |
2,713,280 | 225,081 | ||||||
Less: |
||||||||
Waiver - Reimbursement from Adviser |
– | (55,127 | ) | |||||
Net Expenses |
2,713,280 | 169,954 | ||||||
Net Investment Income |
10,895,975 | 976,563 | ||||||
Net Realized Gain (Loss) on: |
||||||||
Investments |
4,912,274 | 786,253 | ||||||
Foreign Capital Gains Tax |
(435,877 | ) | – | |||||
Foreign Currency Transactions |
(118,293 | ) | (13,247 | ) | ||||
Net Realized Gain |
4,358,104 | 773,006 | ||||||
Net Change in Unrealized Appreciation (Depreciation) on: |
||||||||
Investments |
23,960,975 | (758,321 | ) | |||||
Foreign Capital Gains Tax |
(591,903 | ) | – | |||||
Foreign Currency Translation |
(44,879 | ) | (2,090 | ) | ||||
Net Change in Unrealized Appreciation (Depreciation) |
23,324,193 | (760,411 | ) | |||||
Net Realized and Unrealized Gain |
27,682,297 | 12,595 | ||||||
Net Increase in Net Assets Resulting from Operations |
$ | 38,578,272 | $ | 989,158 |
Amounts designated as “—” are $0.
The accompanying notes are an integral part of the financial statements.
16
THE ADVISORS’ INNER CIRCLE FUND III |
ARGA FUNDS FOR THE SIX MONTHS ENDED JUNE 30, 2024 (UNAUDITED) |
STATEMENTS OF OPERATIONS
ARGA Value Fund |
||||
Investment Income: |
||||
Dividends |
$ | 14,626 | ||
Interest |
157 | |||
Less: Foreign Taxes Withheld |
(18 | ) | ||
Total Investment Income |
14,765 | |||
Expenses: |
||||
Administration Fees |
37,312 | |||
Investment Advisory Fees |
2,864 | |||
Trustees' Fees (Form N-CSRS Item 10) |
352 | |||
Chief Compliance Officer Fees |
13 | |||
Offering Costs |
64,768 | |||
Audit Fees |
12,800 | |||
Transfer Agent Fees |
10,399 | |||
Legal Fees |
2,235 | |||
Pricing Fees |
1,335 | |||
Custodian Fees |
527 | |||
Registration and Filing Fees |
402 | |||
Printing Fees |
43 | |||
Other Expenses |
779 | |||
Total Expenses |
133,829 | |||
Less: |
||||
Waiver - Reimbursement from Adviser |
(130,107 | ) | ||
Net Expenses |
3,722 | |||
Net Investment Income |
11,043 | |||
Net Realized Gain on: |
||||
Investments |
17,701 | |||
Net Realized Gain |
17,701 | |||
Net Change in Unrealized Depreciation on: |
||||
Investments |
(958 | ) | ||
Net Change in Unrealized Appreciation (Depreciation) |
(958 | ) | ||
Net Realized and Unrealized Gain |
16,743 | |||
Net Increase in Net Assets Resulting from Operations |
$ | 27,786 |
The accompanying notes are an integral part of the financial statements.
17
THE ADVISORS’ INNER CIRCLE FUND III |
ARGA EMERGING MARKETS VALUE FUND |
STATEMENTS OF CHANGES IN NET ASSETS
Six
Months |
Year |
|||||||
Operations: |
||||||||
Net Investment Income |
$ | 10,895,975 | $ | 15,989,805 | ||||
Net Realized Gain (Loss) |
4,358,104 | 15,930,289 | ||||||
Net Change in Unrealized Appreciation (Depreciation) |
23,324,193 | 44,692,992 | ||||||
Net Increase in Net Assets Resulting From Operations |
38,578,272 | 76,613,086 | ||||||
Total Distributions |
– | (18,921,672 | ) | |||||
Capital Share Transactions: |
||||||||
Institutional Class Shares |
||||||||
Issued |
196,046,454 | 179,033,794 | ||||||
Reinvestment of Distributions |
– | 18,574,301 | ||||||
Redeemed |
(75,003,150 | ) | (116,588,880 | ) | ||||
Net Increase in Net Assets From Capital Share Transactions |
121,043,304 | 81,019,215 | ||||||
Total Increase in Net Assets |
159,621,576 | 138,710,629 | ||||||
Net Assets: |
||||||||
Beginning of Year/Six Month Period |
566,521,845 | 427,811,216 | ||||||
End of Year/Six Month Period |
$ | 726,143,421 | $ | 566,521,845 | ||||
Shares Transactions: |
||||||||
Institutional Class Shares |
||||||||
Issued |
20,248,902 | 18,825,594 | ||||||
Reinvestment of Distributions |
– | 1,915,191 | ||||||
Redeemed |
(7,719,018 | ) | (12,147,112 | ) | ||||
Net Increase in Shares Outstanding From Share Transactions |
12,529,884 | 8,593,673 |
Amounts designated as “—” are $0.
The accompanying notes are an integral part of the financial statements.
18
THE ADVISORS’ INNER CIRCLE FUND III |
ARGA INTERNATIONAL VALUE FUND |
STATEMENTS OF CHANGES IN NET ASSETS
Six
Months |
Year |
|||||||
Operations: |
||||||||
Net Investment Income |
$ | 976,563 | $ | 114,769 | ||||
Net Realized Gain (Loss) |
773,006 | 102,844 | ||||||
Net Change in Unrealized Appreciation (Depreciation) |
(760,411 | ) | 956,447 | |||||
Net Increase in Net Assets Resulting From Operations |
989,158 | 1,174,060 | ||||||
Total Distributions |
– | (111,339 | ) | |||||
Capital Share Transactions: |
||||||||
Institutional Class Shares |
||||||||
Issued |
53,256,333 | 14,167,278 | ||||||
Reinvestment of Distributions |
– | 111,339 | ||||||
Redeemed |
(411,311 | ) | (1,540,322 | ) | ||||
Net Increase in Net Assets From Capital Share Transactions |
52,845,022 | 12,738,295 | ||||||
Total Increase in Net Assets |
53,834,180 | 13,801,016 | ||||||
Net Assets: |
||||||||
Beginning of Year/Six Month Period |
16,927,806 | 3,126,790 | ||||||
End of Year/Six Month Period |
$ | 70,761,986 | $ | 16,927,806 | ||||
Shares Transactions: |
||||||||
Institutional Class Shares |
||||||||
Issued |
4,938,388 | 1,406,152 | ||||||
Reinvestment of Distributions |
– | 10,685 | ||||||
Redeemed |
(36,827 | ) | (157,457 | ) | ||||
Net Increase in Shares Outstanding From Share Transactions |
4,901,561 | 1,259,380 |
Amounts designated as “—” are $0.
The accompanying notes are an integral part of the financial statements.
19
THE ADVISORS’ INNER CIRCLE FUND III |
ARGA VALUE FUND |
STATEMENTS OF CHANGES IN NET ASSETS
Six
Months |
Period |
|||||||
Operations: |
||||||||
Net Investment Income |
$ | 11,043 | $ | 7,262 | ||||
Net Realized Gain (Loss) |
17,701 | 3,312 | ||||||
Net Change in Unrealized Appreciation (Depreciation) |
(958 | ) | 99,815 | |||||
Net Increase in Net Assets Resulting From Operations |
27,786 | 110,389 | ||||||
Total Distributions |
– | (7,141 | ) | |||||
Capital Share Transactions: |
||||||||
Institutional Class Shares |
||||||||
Issued |
56 | 1,000,100 | ||||||
Reinvestment of Distributions |
– | 7,141 | ||||||
Net Increase in Net Assets From Capital Share Transactions |
56 | 1,007,241 | ||||||
Total Increase in Net Assets |
27,842 | 1,110,489 | ||||||
Net Assets: |
||||||||
Beginning of Period |
1,110,489 | – | ||||||
End of Period |
$ | 1,138,331 | $ | 1,110,489 | ||||
Shares Transactions: |
||||||||
Institutional Class Shares |
||||||||
Issued |
5 | 100,010 | ||||||
Reinvestment of Distributions |
– | 644 | ||||||
Net Increase in Shares Outstanding From Share Transactions |
5 | 100,654 |
* Commenced operations on August 31, 2023.
Amounts designated as “—” are $0.
The accompanying notes are an integral part of the financial statements.
20
THE ADVISORS’ INNER CIRCLE FUND III |
ARGA EMERGING MARKETS VALUE FUND |
FINANCIAL HIGHLIGHTS
Selected Per Share Data & Ratios For a Share
Outstanding
Throughout the Year or Period
Six Months Ended June 30, 2024 (Unaudited) |
Year |
Year |
Period
|
|||||||||||||
Net Asset Value, Beginning of Year/Period |
$ | 9.72 | $ | 8.61 | $ | 9.05 | $ | 10.00 | ||||||||
Income (Loss) from Investment Operations: |
||||||||||||||||
Net Investment Income* |
0.16 | 0.29 | 0.38 | 0.23 | ||||||||||||
Net Realized and Unrealized Gain (Loss) |
0.37 | 1.15 | (0.49 | ) | (1.08 | ) | ||||||||||
Total from Investment Operations |
0.53 | 1.44 | (0.11 | ) | (0.85 | ) | ||||||||||
Dividends and Distributions: |
||||||||||||||||
Net Investment Income |
— | (0.33 | ) | (0.33 | ) | (0.09 | ) | |||||||||
Capital Gains |
— | — | — | (0.01 | ) | |||||||||||
Total Dividends and Distributions |
— | (0.33 | ) | (0.33 | ) | (0.10 | ) | |||||||||
Net Asset Value, End of Year/Period |
$ | 10.25 | $ | 9.72 | $ | 8.61 | $ | 9.05 | ||||||||
Total Return† |
5.45 | % | 16.74 | % | (1.19 | )% | (8.45 | )% | ||||||||
Ratios and Supplemental Data |
||||||||||||||||
Net Assets, End of Year/Period (Thousands) |
$ | 726,143 | $ | 566,522 | $ | 427,811 | $ | 179,438 | ||||||||
Ratio of Net Expenses to Average Net Assets |
0.84 | %†† | 0.87 | % | 0.90 | % | 0.90 | %†† | ||||||||
Ratio of Gross Expenses to Average Net Assets |
0.84 | %†† | 0.85 | % | 0.88 | % | 1.19 | %†† | ||||||||
Ratio of Net Investment Income to Average Net Assets |
3.36 | %†† | 3.09 | % | 4.45 | % | 4.24 | %†† | ||||||||
Portfolio Turnover Rate‡ |
10 | % | 26 | % | 35 | % | 17 | % |
* |
Per share calculations were performed using average shares for the period. |
† |
Total return is for the period indicated and has not been annualized. Returns shown do not reflect the deductions of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. |
†† |
Annualized |
‡ |
Portfolio turnover rate is for the period indicated and has not been annualized. |
(1) |
Commenced operations on June 3, 2021. |
|
Amounts designated as “—” are either not applicable, $0 or have been rounded to $0. |
The accompanying notes are an integral part of the financial statements.
21
THE ADVISORS’ INNER CIRCLE FUND III |
ARGA INTERNATIONAL VALUE FUND |
FINANCIAL HIGHLIGHTS
Selected Per Share Data & Ratios For a Share
Outstanding
Throughout the Year or Period
Six Months Ended June 30, 2024 (Unaudited) |
Year |
Year |
Period
|
|||||||||||||
Net Asset Value, Beginning of Year/Period |
$ | 10.42 | $ | 8.56 | $ | 9.23 | $ | 10.00 | ||||||||
Income (Loss) from Investment Operations: |
||||||||||||||||
Net Investment Income* |
0.23 | 0.23 | 0.29 | 0.12 | ||||||||||||
Net Realized and Unrealized Gain (Loss) |
0.19 | 1.75 | (0.65 | ) | (0.84 | ) | ||||||||||
Total from Investment Operations |
0.42 | 1.98 | (0.36 | ) | (0.72 | ) | ||||||||||
Dividends and Distributions: |
||||||||||||||||
Net Investment Income |
— | (0.12 | ) | (0.31 | ) | (0.05 | ) | |||||||||
Capital Gains |
— | — | — | — | ||||||||||||
Total Dividends and Distributions |
— | (0.12 | ) | (0.31 | ) | (0.05 | ) | |||||||||
Net Asset Value, End of Year/Period |
$ | 10.84 | $ | 10.42 | $ | 8.56 | $ | 9.23 | ||||||||
Total Return† |
4.03 | % | 23.09 | % | (3.88 | )% | (7.21 | )% | ||||||||
Ratios and Supplemental Data |
||||||||||||||||
Net Assets, End of Year/Period (Thousands) |
$ | 70,762 | $ | 16,928 | $ | 3,127 | $ | 3,474 | ||||||||
Ratio of Net Expenses to Average Net Assets |
0.75 | %†† | 0.75 | % | 0.75 | % | 0.75 | %†† | ||||||||
Ratio of Gross Expenses to Average Net Assets |
0.99 | %†† | 4.16 | % | 6.39 | % | 17.78 | %†† | ||||||||
Ratio of Net Investment Income to Average Net Assets |
4.31 | %†† | 2.34 | % | 3.44 | % | 2.23 | %†† | ||||||||
Portfolio Turnover Rate‡ |
15 | % | 64 | % | 46 | % | 10 | % |
* |
Per share calculations were performed using average shares for the period. |
† |
Total return is for the period indicated and has not been annualized. Returns shown do not reflect the deductions of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. |
†† |
Annualized |
‡ |
Portfolio turnover rate is for the period indicated and has not been annualized. |
(1) |
Commenced operations on June 3, 2021. |
|
Amounts designated as “—” are either not applicable, $0 or have been rounded to $0. |
The accompanying notes are an integral part of the financial statements.
22
THE ADVISORS’ INNER CIRCLE FUND III |
ARGA VALUE FUND |
FINANCIAL HIGHLIGHTS
Selected Per Share Data & Ratios For a Share
Outstanding
Throughout the Period
Six Months Ended June 30, 2024 (Unaudited) |
Period
|
|||||||
Net Asset Value, Beginning of Period |
$ | 11.03 | $ | 10.00 | ||||
Income (Loss) from Investment Operations: |
||||||||
Net Investment Income* |
0.11 | 0.07 | ||||||
Net Realized and Unrealized Gain |
0.17 | 1.03 | ||||||
Total from Investment Operations |
0.28 | 1.10 | ||||||
Dividends and Distributions: |
||||||||
Net Investment Income |
— | (0.07 | ) | |||||
Capital Gains |
— | — | ||||||
Total Dividends and Distributions |
— | (0.07 | ) | |||||
Net Asset Value, End of Period |
$ | 11.31 | $ | 11.03 | ||||
Total Return† |
2.54 | % | 11.01 | % | ||||
Ratios and Supplemental Data |
||||||||
Net Assets, End of Period (Thousands) |
$ | 1,138 | $ | 1,110 | ||||
Ratio of Net Expenses to Average Net Assets |
0.65 | %†† | 0.65 | %†† | ||||
Ratio of Gross Expenses to Average Net Assets |
23.36 | %†† | 25.73 | %†† | ||||
Ratio of Net Investment Income to Average Net Assets |
1.93 | %†† | 2.17 | %†† | ||||
Portfolio Turnover Rate‡ |
17 | % | 17 | % |
* |
Per share calculations were performed using average shares for the period. |
† |
Total return is for the period indicated and has not been annualized. Returns shown do not reflect the deductions of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. |
†† |
Annualized |
‡ |
Portfolio turnover rate is for the period indicated and has not been annualized. |
(1) |
Commenced operations on August 31, 2023. |
|
Amounts designated as “—” are either not applicable, $0 or have been rounded to $0. |
The accompanying notes are an integral part of the financial statements.
23
THE ADVISORS’ INNER CIRCLE FUND III |
ARGA FUNDS JUNE 30, 2024 (UNAUDITED) |
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 58 funds. The financial statements herein are those of the ARGA Emerging Markets Value Fund (the “Emerging Markets Value Fund”), the ARGA International Value Fund (the “International Value Fund”) and the ARGA Value Fund (the “Value Fund”); collectively known as the ARGA Funds (the “Funds”). The investment objective of the Funds is to seek to provide long-term capital appreciation. Each of the Funds is classified as a non-diversified investment company. ARGA Investment Management, LP (the “Adviser”) serves as the investment adviser to each of the Funds. Each Fund offers two classes of shares to investors, Investor Shares and Institutional Shares. The financial statements of the remaining funds of the Trust are presented separately. The assets of each Fund are segregated, and a shareholder’s interest is limited to the Fund in which shares are held. Please refer to a current prospectus for additional information on each share class. Investor Shares of the Funds are currently not available for purchase.
2. Significant Accounting Policies:
The accompanying financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“U.S. GAAP”) and are presented in U.S. dollars which is the functional currency of the Funds. The Funds are investment companies and therefore apply the accounting and reporting guidance issued by the U.S. Financial Accounting Standards Board (“FASB”) in Accounting Standards Codification (“ASC”) Topic 946, Financial Services — Investment Companies. The following are significant accounting policies which are consistently followed in the preparation of the financial statements.
Use of Estimates — The preparation of financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of increases and decreases in net assets from operations during the reporting period. Actual results could differ from those estimates and such differences could be material.
Security Valuation — Securities listed on a securities exchange, market or automated quotation system for which quotations are readily available (except for securities traded on NASDAQ), including securities traded over the counter, are valued at the last quoted sale price on an exchange or market (foreign or domestic) on which they are traded or, if there is no such reported sale on the valuation date, at the most recent quoted bid price. For securities traded on NASDAQ, the NASDAQ official closing price will be used. The prices for foreign securities are reported in local currency and converted to U.S. dollars using currency exchange rates. Prices for most securities held in the Funds are provided daily by recognized
24
THE ADVISORS’ INNER CIRCLE FUND III |
ARGA FUNDS JUNE 30, 2024 (UNAUDITED) |
independent pricing agents. If a security price cannot be obtained from an independent, third-party pricing agent, the Funds seek to obtain a bid price from at least one independent broker.
Securities for which market prices are not “readily available” are valued in accordance with fair value procedures (the "Fair Value Procedures") established by the Adviser and approved by the Trust's Board of Trustees (the “Board”). Pursuant to Rule 2a-5 under the 1940 Act, the Board has designated the Adviser as the "valuation designee" to determine the fair value of securities and other instruments for which no readily available market quotations are available. The Fair Value Procedures are implemented through a Fair Value Committee (the “Committee”) of the Adviser.
Some of the more common reasons that may necessitate that a security be valued using Fair Value Procedures include: the security’s trading has been halted or suspended; the security has been delisted from a national exchange; the security’s primary trading market is temporarily closed at a time when under normal conditions it would be open; the security has not been traded for an extended period of time; the security’s primary pricing source is not able or willing to provide a price; or trading of the security is subject to local government imposed restrictions. When a security is valued in accordance with the Fair Value Procedures, the Committee will determine the value after taking into consideration relevant information reasonably available to the Committee.
In accordance with U.S. GAAP, the Funds disclose 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 Funds have the ability to access at the measurement date; |
● |
Level 2 — Other significant observable inputs (includes quoted prices for similar securities, interest rates, prepayment speeds, credit risk, referenced indices, quoted prices in inactive markets, adjusted quoted prices in active markets, adjusted quoted prices on foreign equity securities that were adjusted in accordance with the Adviser's pricing procedures, 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.
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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 provision for Federal income taxes has been made in the financial statements.
The Funds evaluate 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 period. The Funds did not record any tax provision in the current period. However, management’s conclusions regarding tax positions taken may be subject to review and adjustment at a later date based on factors including, but not limited to, examination by tax authorities (i.e., from commencement of operations, as applicable), on-going analysis of and changes to tax laws, regulations and interpretations thereof.
As of and during the six months ended June 30, 2024, the Funds did not have a liability for any unrecognized tax benefits. The Funds recognize interest and penalties, if any, related to unrecognized tax benefits as income tax expense in the Statements of Operations. During the year, the Funds did not incur any interest or penalties.
Withholding taxes on foreign dividends have been provided for in accordance with the Funds’ understanding of the applicable country’s tax rules and rates. The Funds or their agent files withholding tax reclaims in certain jurisdictions to recover certain amounts previously withheld. The Funds may record a reclaim receivable based on collectability, which includes factors such as the jurisdiction’s applicable laws, payment history and market convention. Professional fees paid to those that provide assistance in receiving the tax reclaims, which generally are contingent upon successful receipt of reclaimed amounts, are recorded in Professional Fees on the Statements of Operations once the amounts are due. The professional fees related to pursuing these tax reclaims are not subject to the Adviser’s expense limitation agreement.
Security Transactions and Investment Income — Security transactions are accounted for on trade date. Costs used in determining realized gains and losses on the sale of investment securities are based on the specific identification method. Dividend income and expense are recorded on the ex-dividend date. Dividend income is recorded net of unrecoverable withholding tax. Interest income is recognized on the accrual basis from settlement date. Certain dividends and expenses from foreign securities will be recorded as soon as the Funds are informed of the dividend if such information is obtained subsequent to the ex-dividend date.
Foreign Currency Translation — The books and records of the Funds 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 Funds do not isolate that portion of realized or unrealized gains and losses resulting from changes in the foreign exchange rate from fluctuations arising from changes in the market prices of the securities. These gains and losses are included in net realized and unrealized gains and losses on investments on the Statement of Operations. Net realized and unrealized gains and losses on foreign currency transactions represent net foreign exchange gains or losses from foreign currency exchange contracts, disposition of foreign currencies, currency gains or losses
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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 amounts actually received or paid.
Classes — Class specific expenses are borne by that class of shares. Income, realized and unrealized gains (losses), and non-class specific expenses are allocated to the respective class on basis of relative daily net assets.
Cash — Idle cash may be swept into various time deposit accounts and is classified as cash on the Statements of Assets and Liabilities. The Funds maintain cash in bank deposit accounts which, at times may exceed United States federally insured limits. Amounts invested are available on the same business day.
Expenses — Most expenses of the Trust can be directly attributed to a particular fund. Expenses which cannot be directly attributed to a particular fund are apportioned among the funds of the Trust based on the number of funds and/or relative net assets.
Dividends and Distributions to Shareholders — Each Fund distributes its net investment income and makes distributions of its net realized capital gains, if any, at least annually. If you own Fund shares on a Fund’s record date, you will be entitled to receive the distribution.
Deferred Offering Costs — Offering costs, including costs of printing initial prospectus, legal and registration fees, are amortized over twelve-months from inception of the Fund. During the six months ended June 30, 2024, the ARGA Value Fund amortized offering costs of $64,768. As of June 30, 2024, the ARGA Value Fund has deferred offering costs remaining to be amortized of $4,671.
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 Trust’s Advisors and service providers as required by SEC regulations. The CCO’s services and fees have been approved by and are reviewed by the Board.
4. Administration, Custodian and Transfer Agent Agreements:
The Funds and the Administrator are parties to an Administration Agreement under which the Administrator provides administration services to the Funds. For these services, the Administrator is paid an asset based fee, which will vary depending on the number of share classes and the average daily net assets of the Funds. For the six months ended June 30, 2024, ARGA Emerging Markets Value Fund, ARGA International Value Fund and ARGA Value Fund each paid $222,524, $49,750 and $37,312 for these services, respectively.
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Brown Brothers Harriman & Co. acts as custodian (the “Custodian”) for the Funds. The Custodian plays no role in determining the investment policies of the Funds or which securities are to be purchased or sold by the Funds. For the six months ended June 30, 2024, the ARGA Emerging Markets Value Fund, ARGA International Value Fund and ARGA Value Fund each paid $57,891, $3,565 and $527 for these services, respectively.
Atlantic Shareholder Services LLC serves as the transfer agent and dividend disbursing agent for the Funds under a transfer agency agreement with the Trust. For the six months ended June 30, 2024, the ARGA Emerging Markets Value Fund, ARGA International Value Fund and ARGA Value Fund each paid $20,332, $10,439 and $10,399 for these services, respectively.
5. Investment Advisory Agreement:
Under the terms of an investment advisory agreement, the Adviser provides investment advisory services to the ARGA Emerging Markets Value Fund, ARGA International Value Fund and ARGA Value Fund at a fee, which is calculated daily and paid monthly, at an annual rate of 0.70%, 0.60% and 0.50%, respectively of each Fund’s average daily net assets.
For each Fund, the Adviser has contractually agreed to reduce its fees and/or reimburse expenses to the extent necessary to keep the Funds’ total annual Fund operating expenses (excluding distribution and/or service (12b-1) fees, shareholder servicing fees, interest, taxes, brokerage commissions, and other costs and expenses relating to the securities that are purchased and sold by the Fund, dividend and interest expenses on securities sold short, acquired fund fees and expenses, fees and expenses incurred in connection with tax reclaim recovery services, other expenditures which are capitalized in accordance with generally accepted accounting principles, and non-routine expenses (collectively, “excluded expenses”)) for Investor Shares and Institutional Shares from exceeding certain levels as set forth below until April 30, 2025. Refer to Waiver - Reimbursement from Adviser on the Statement of Operations for fees waived for the six months ended June 30, 2024.
Accordingly, the contractual expense limitations for each Fund are as follows:
Contractual Expense Limitations Institutional Shares | |
ARGA Emerging Markets Value Fund |
0.90% |
ARGA International Value Fund |
0.75% |
ARGA Value Fund |
0.65% |
In addition, the Adviser may receive from a Fund the difference between the total annual Fund operating expenses (not including excluded expenses) and the Fund’s contractual expense limit to recoup all or a portion of its prior fee waivers or expense
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reimbursements made during the rolling 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. This agreement may be terminated: (i) by the Board, for any reason at any time; or (ii) by the Adviser, upon ninety (90) days’ prior written notice to the Trust, effective as of the close of business on April 30, 2025.
As of June 30, 2024, fees that were previously waived by the Adviser, which may be subject to possible future reimbursement to the Adviser are as follows:
Period |
Subject to Repayment until June 30: |
ARGA Emerging Markets Value Fund |
ARGA International Value Fund |
|||||||||
2022 |
2025 | $ | — | $ | 158,043 | |||||||
2023 |
2026 | — | 158,361 | |||||||||
2024 |
2027 | — | 147,812 | |||||||||
$ | — | $ | 464,216 |
Period |
Subject to Repayment until June 30: |
ARGA Value Fund |
||||||
2024 |
2027 | $ | 213,865 | |||||
$ | 213,865 |
For the six months ended June 30, 2024, the Funds did not recoup any previously waived fees.
6. Investment Transactions:
For the six months ended June 30, 2024, the purchases and sales of investment securities other than long-term U.S. Government and short-term investments, were as follows:
Purchases | Sales | |||||||
ARGA Emerging Markets Value Fund |
$ | 149,071,108 | $ | 60,800,814 | ||||
ARGA International Value Fund |
63,548,626 | 6,240,272 | ||||||
ARGA Value Fund |
200,678 | 198,798 |
7. 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 the year. The book/tax differences may be temporary or permanent. To the extent these differences are permanent in nature, they are charged or credited to distributable earnings or paid-in-capital as appropriate, in the period that the difference arises.
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The tax character of dividends and distributions paid during the year or period ended December 31, 2023, were as follows:
Ordinary Income |
Total |
|||||||
ARGA Emerging Markets Value Fund | ||||||||
2023 |
$ | 18,921,672 | $ | 18,921,672 | ||||
2022 |
16,259,011 | 16,259,011 | ||||||
ARGA International Value Fund | ||||||||
2023 |
111,339 | 111,339 | ||||||
2022 |
110,290 | 110,290 | ||||||
ARGA Value Fund | ||||||||
2023 |
7,141 | 7,141 |
As of December 31, 2023, the components of distributable earnings on a tax basis were as follows:
ARGA Emerging Markets Value Fund |
ARGA International Value Fund |
ARGA Value Fund |
||||||||||
Undistributed Ordinary Income |
$ | 3,894,694 | $ | 15,869 | $ | 3,433 | ||||||
Capital Loss Carryforwards |
(5,725,877 | ) | – | – | ||||||||
Unrealized Appreciation |
21,606,226 | 720,081 | 99,815 | |||||||||
Other Temporary Differences |
(5 | ) | – | – | ||||||||
Total Distributable Earnings |
$ | 19,775,038 | $ | 735,950 | $ | 103,248 |
Post October losses represent losses realized on investment transactions from November 1, 2023 through December 31, 2023, that, in accordance with Federal income tax regulations, the Funds may defer and treat as having arisen in the following fiscal year.
For Federal income tax purposes, capital loss carryforwards may be carried forward indefinitely and applied against all future gains. Losses carried forward are as follows:
Short-Term Loss |
Long-Term Loss |
Total |
||||||||||
ARGA Emerging Markets Value Fund |
$ | 5,725,877 | $ | — | $ | 5,725,877 |
During the year ended December 31, 2023, the following Funds utilized capital loss carryforwards to offset capital gains amounting to:
Short-Term Loss |
Long-Term Loss |
Total |
||||||||||
ARGA Emerging Markets Value Fund |
$ | 12,710,298 | $ | 2,525,481 | $ | 15,235,779 | ||||||
ARGA International Value Fund |
55,454 | 51,777 | 107,231 |
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The Federal tax cost and aggregate gross unrealized appreciation and depreciation for investments held by Funds at June 30, 2024, were as follows:
Federal Tax Cost |
Aggregate Gross Unrealized Appreciation |
Aggregate Gross Unrealized Depreciation |
Net Unrealized Appreciation/Depreciation |
|||||||||||||
ARGA Emerging Markets Value Fund |
$ | 627,012,514 | $ | 113,419,219 | $ | (59,138,421 | ) | $ | 54,280,798 | |||||||
ARGA International Value Fund |
67,280,740 | 3,261,936 | (3,285,811 | ) | (23,875 | ) | ||||||||||
ARGA Value Fund |
1,028,543 | 149,396 | (50,539 | ) | 98,857 |
8. Concentration of Shareholders:
At June 30, 2024, the percentage of total shares outstanding held by shareholders for each Fund, which are comprised of individual shareholders and omnibus accounts that are held on behalf of various individual shareholders, each owning 10% or greater of the aggregate shares outstanding were as follows:
No.
of |
% |
|||||||
ARGA Emerging Markets Value Fund, Institutional Shares |
2 | 78% | ||||||
ARGA International Value Fund, Institutional Shares |
3 | 92% | ||||||
ARGA Value Fund, Institutional Shares |
1 | 100% |
9. Indemnifications:
In the normal course of business, the Funds enter into contracts that provide general indemnifications. The Funds’ maximum exposure under these arrangements is dependent on future claims that may be made against the Funds and, therefore, cannot be established; however, based on experience, the risk of loss from such claim is considered remote.
10. Concentration of Risks:
As with all mutual funds, there is no guarantee that the Fund will achieve its investment objective. You could lose money by investing in the Fund. A Fund share is not a bank deposit and it is not insured or guaranteed by the FDIC or any government agency.
Equity 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 Fund’s investments, regardless of how well the companies in which the Fund invests perform. Moreover, in the event of a company’s bankruptcy, claims
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of certain creditors, including bondholders, will have priority over claims of common stock holders such as the Fund.
Market Risk — The prices of and the income generated by the Fund’s securities may decline in response to, among other things, investor sentiment, general economic and market conditions, regional or global instability, and currency and interest rate fluctuations. In addition, the impact of any epidemic, pandemic or natural disaster, or widespread fear that such events may occur, could negatively affect the global economy, as well as the economies of individual countries, the financial performance of individual companies and sectors, and the markets in general in significant and unforeseen ways. Any such impact could adversely affect the prices and liquidity of the securities and other instruments in which the Fund invests, which in turn could negatively impact the Fund’s performance and cause losses on your investment in the Fund. Market risk may affect a single issuer, an industry, a sector or the equity or bond market as a whole.
Active Management Risk — The Fund is subject to the risk that the Adviser’s judgments about the attractiveness, value, or potential appreciation of the Fund’s investments may prove to be incorrect. If the investments selected and strategies employed by the Fund fail to produce the intended results, the Fund could underperform in comparison to other funds with similar objectives and investment strategies.
Value Style Risk — The Adviser’s value investment style may increase the risks of investing in the Fund. If the Adviser’s assessment of market conditions, or a company’s value or prospects for exceeding earnings expectations is inaccurate, the Fund could suffer losses or produce poor performance relative to other funds. In addition, “value stocks” can continue to be undervalued by the market for long periods of time.
Foreign Investment/Emerging Markets Risk — The risk that non-U.S. securities may be subject to additional risks due to, among other things, political, social and economic developments abroad, currency movements, and different legal, regulatory and tax environments. These additional risks may be heightened with respect to emerging market countries because political turmoil and rapid changes in economic conditions are more likely to occur in these countries. In addition, periodic U.S. Government restrictions on investments in issuers from certain foreign countries may require the Fund to sell such investments at inopportune times, which could result in losses to the Fund.
Frontier Markets Risk — Frontier markets are inherently riskier than developed and advanced emerging markets, given the earlier stage of their economic and capital market development. Given the more limited investment flows, frontier markets tend to be less liquid than their developed and emerging market peers. Frontier markets carry higher governance risk, political instability, capital control risk and foreign exchange risk.
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Geographic Focus Risk — To the extent that it focuses its investments in a particular country or geographic region, the Fund may be more susceptible to economic, political, regulatory or other events or conditions affecting issuers and countries within that country or geographic region. As a result, the Fund may be subject to greater price volatility and risk of loss than a fund holding more geographically diverse investments.
Sector and Industry Focus Risk — Because the Fund may, from time to time, be more heavily invested in particular sectors, the value of its shares may be especially sensitive to factors and economic risks that specifically affect those sectors. As a result, the Fund’s share price may fluctuate more widely than the value of shares of a mutual fund that invests in a broader range of sectors.
Currency Risk — As a result of the Fund’s 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, resulting in the dollar value of an investment in the Fund being 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.
Liquidity Risk — Certain securities may be difficult or impossible to sell at the time and the price that the Fund would like. The Fund may have to accept a lower price to sell a security, sell other securities to raise cash, or give up an investment opportunity, any of which could have a negative effect on Fund management or performance. Liquidity risk may be heightened in the emerging market countries in which the Fund invests, as a result of their markets being less developed.
Depositary Receipts Risk — Depositary receipts, such as ADRs, GDRs and EDRs, 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.
Preferred Stock Risk — Preferred stocks in which the Fund may invest are sensitive to interest rate changes, and are also subject to equity risk, which is the risk that stock prices will fall over short or extended periods of time. The rights of preferred stocks on the distribution of a company’s assets in the event of a liquidation are generally subordinate to the rights associated with a company’s debt securities.
Private Placements Risk — Investment in privately placed securities may be less liquid than in publicly traded securities. Although these securities may be resold in privately negotiated transactions, the prices realized from these sales could be less than those originally paid by the Fund or less than what may be considered the fair value of such
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securities. Furthermore, companies whose securities are not publicly traded may not be subject to the disclosure and other investor protection requirements that might be applicable if their securities were publicly traded.
Participation Notes Risk — The return on a P-Note is linked to the performance of the issuers of the underlying securities. The performance of P-Notes will not replicate exactly the performance of the issuers that they seek to replicate due to transaction costs and other expenses. P-Notes are subject to counterparty risk since the notes constitute general unsecured contractual obligations of the financial institutions issuing the notes, and the Fund is relying on the creditworthiness of such institutions and has no rights under the notes against the issuers of the underlying securities. In addition, P-Notes are subject to liquidity risk, which is described elsewhere in this section.
Master Limited Partnerships (MLPs) Risk — MLPs are limited partnerships in which the ownership units are publicly traded. MLPs often own several properties or businesses (or own interests) that are related to oil and gas industries or other natural resources, but they also may finance other projects. To the extent that an MLP's interests are all in a particular industry, the MLP will be negatively impacted by economic events adversely impacting that industry. Additional risks of investing in a MLP also include those involved in investing in a partnership as opposed to a corporation, such as limited control of management, limited voting rights and tax risks. MLPs may be subject to state taxation in certain jurisdictions, which will have the effect of reducing the amount of income paid by the MLP to its investors.
REITs Risk — REITs are pooled investment vehicles that own, and usually operate, income-producing real estate. REITs are susceptible to the risks associated with direct ownership of real estate, such as the following: declines in property values; increases in property taxes, operating expenses, interest rates or competition; overbuilding; zoning changes; and losses from casualty or condemnation. REITs typically incur fees that are separate from those of the Fund. Accordingly, the Fund’s investments in REITs will result in the layering of expenses such that shareholders will indirectly bear a proportionate share of the REITs’ operating expenses, in addition to paying Fund expenses. REIT operating expenses are not reflected in the fee table and example in this prospectus.
ETFs Risk — ETFs are pooled investment vehicles, such as registered investment companies and grantor trusts, whose shares are listed and traded on U.S. and non-U.S. stock exchanges or otherwise traded in the over-the-counter market. To the extent that the Fund invests in ETFs, the Fund will be subject to substantially the same risks as those associated with the direct ownership of the securities in which the ETF invests, and the value of the Fund’s investment will fluctuate in response to the performance of the ETF’s holdings. ETFs typically incur fees that are separate from those of the Fund. Accordingly, the Fund’s investments in ETFs will result in the
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layering of expenses such that shareholders will indirectly bear a proportionate share of the ETFs’ operating expenses, in addition to paying Fund expenses.
Stock Connect Investing Risk — Trading through Stock Connect is subject to a number of restrictions that may affect the Fund’s investments and returns, including a daily quota that limits the maximum net purchases under Stock Connect each day. In addition, investments made through Stock Connect are subject to relatively untested trading, clearance and settlement procedures. Moreover, A-Shares purchased through Stock Connect generally may only be sold or otherwise transferred through Stock Connect. The Fund’s investments in A-Shares purchased through Stock Connect are generally subject to Chinese securities regulations and listing rules. While overseas investors currently are exempt from paying capital gains or value added taxes on income and gains from investments in A-Shares purchased through Stock Connect, these tax rules could be changed, which could result in unexpected tax liabilities for the Fund. Stock Connect operates only on days when both the China and Hong Kong markets are open for trading and when banks in both markets are open on the corresponding settlement days. Therefore, the Fund may be subject to the risk of price fluctuations of A-Shares when Stock Connect is not trading.
New Fund Risk — Because the Fund is new, investors in the Fund bear the risk that the Fund may not be successful in implementing its investment strategy, may not employ a successful investment strategy, or may fail to attract sufficient assets under management to realize economies of scale, any of which could result in the Fund being liquidated at any time without shareholder approval and at a time that may not be favorable for all shareholders. Such liquidation could have negative tax consequences for shareholders and will cause shareholders to incur expenses of liquidation.
11. Subsequent Events:
The Funds have 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 June 30, 2024.
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APPROVAL OF INVESTMENT ADVISORY AGREEMENT (Form N-CSRS Item 11)
ARGA Emerging Markets Value Fund
ARGA International Value Fund
ARGA Value Fund
Pursuant to Section 15 of the Investment Company Act of 1940 (the “1940 Act”), the Funds’ advisory agreement (the “Agreement”) must be renewed at least annually after its initial two-year term: (i) by the vote of the Board of Trustees (the “Board” or the “Trustees”) of The Advisors’ Inner Circle Fund III (the “Trust”) or by a vote of a majority of the shareholders of the Funds; and (ii) by the vote of a majority of the Trustees who are not parties to the Agreement or “interested persons” of any party thereto, as defined in the 1940 Act (the “Independent Trustees”), cast in person at a meeting called for the purpose of voting on such renewal.
A Board meeting was held on March 26–27, 2024 to decide whether to renew the Agreement for an additional one-year term. In preparation for the meeting, the Trustees requested that the Adviser furnish information necessary to evaluate the terms of the Agreement. Prior to the meeting, the Independent Trustees of the Funds met to review and discuss the information provided and submitted a request for additional information to the Adviser, and information was provided in response to this request. The Trustees used this information, as well as other information that the Adviser and other service providers of the Funds presented or submitted to the Board at the meeting and other meetings held during the prior year, to help them decide whether to renew the Agreement for an additional year.
Specifically, the Board requested and received written materials from the Adviser and other service providers of the Funds regarding: (i) the nature, extent and quality of the Adviser’s services; (ii) the Adviser’s investment management personnel; (iii) the Adviser’s operations and financial condition; (iv) the Adviser’s brokerage practices (including any soft dollar arrangements) and investment strategies; (v) the Funds’ advisory fees paid to the Adviser and overall fees and operating expenses compared with peer groups of mutual funds; (vi) the level of the Adviser’s profitability from its relationship with the Funds, including both direct and indirect benefits accruing to the Adviser and its affiliates; (vii) the Adviser’s potential economies of scale; (viii) the Adviser’s compliance program, including a description of material compliance matters and material compliance violations; (ix) the Adviser’s policies on and compliance procedures for personal securities transactions; and (x) the Funds’ performance compared with peer groups of mutual funds and the Funds’ benchmark indices.
Representatives from the Adviser, along with other Fund service providers, presented additional information and participated in question and answer sessions at the Board meeting to help the Trustees evaluate the Adviser’s services, fees and other aspects of
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the Agreement. The Independent Trustees received advice from independent counsel and met in executive sessions outside the presence of Fund management and the Adviser.
At the Board meeting, the Trustees, including all of the Independent Trustees, based on their evaluation of the information provided by the Adviser and other service providers of the Funds, renewed the Agreement. In considering the renewal of the Agreement, the Board considered various factors that they determined were relevant, including: (i) the nature, extent and quality of the services provided by the Adviser; (ii) the investment performance of the Funds and the Adviser; (iii) the costs of the services provided and profits realized by the Adviser from its relationship with the Funds, including both direct and indirect benefits accruing to the Adviser and its affiliates; (iv) the extent to which economies of scale are being realized by the Adviser; and (v) whether fee levels reflect such economies of scale for the benefit of Fund investors, as discussed in further detail below.
Nature, Extent and Quality of Services Provided by the Adviser
In considering the nature, extent and quality of the services provided by the Adviser, the Board reviewed the portfolio management services provided by the Adviser to the Funds, including the quality and continuity of the Adviser’s portfolio management personnel, the resources of the Adviser, and the Adviser’s compliance history and compliance program. The Trustees reviewed the terms of the Agreement. The Trustees also reviewed the Adviser’s investment and risk management approaches for the Funds. The most recent investment adviser registration form (“Form ADV”) for the Adviser was available to the Board, as was the response of the Adviser to a detailed series of questions which included, among other things, information about the investment advisory services provided by the Adviser to the Funds.
The Trustees also considered other services provided to the Funds by the Adviser such as selecting broker-dealers for executing portfolio transactions, monitoring adherence to the Funds’ investment restrictions, and monitoring compliance with various Fund policies and procedures and with applicable securities laws and regulations. Based on the factors above, as well as those discussed below, the Board concluded, within the context of its full deliberations, that the nature, extent and quality of the services provided to the Funds by the Adviser were sufficient to support renewal of the Agreement.
Investment Performance of the Funds and the Adviser
The Board was provided with regular reports regarding the Funds’ performance over various time periods. The Trustees also 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. Representatives from the Adviser provided information regarding and led discussions of factors impacting the
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performance of the Funds, outlining current market conditions and explaining their expectations and strategies for the future. The Trustees determined that the Funds’ performance was satisfactory, or, where the Funds’ performance was materially below their benchmarks and/or peer group, the Trustees were satisfied by the reasons for the underperformance and/or the steps taken by the Adviser in an effort to improve the performance of the Funds. Based on this information, the Board concluded, within the context of its full deliberations, that the investment results that the Adviser had been able to achieve for the Funds were sufficient to support renewal of the Agreement.
Costs of Advisory Services, Profitability and Economies of Scale
In considering the advisory fees payable by the Funds to the Adviser, the Trustees reviewed, among other things, a report of the advisory fees paid to the Adviser. The Trustees also reviewed reports prepared by the Funds’ administrator comparing the Funds’ net and gross expense ratios and advisory fees to those paid by peer groups of mutual funds as classified by Lipper. The Board concluded, within the context of its full deliberations, that the advisory fees were reasonable in light of the nature and quality of the services rendered by the Adviser.
The Trustees reviewed the costs of services provided by and the profits realized by the Adviser from its relationship with the Funds, including both direct benefits and indirect benefits, such as research and brokerage services received under soft dollar arrangements, accruing to the Adviser and its affiliates. The Trustees considered how the Adviser’s profitability was affected by factors such as its organizational structure and method for allocating expenses. The Trustees concluded that the profit margins of the Adviser with respect to the management of the Funds were not unreasonable. The Board also considered the Adviser’s commitment to managing the Funds and its willingness to continue its expense limitation and fee waiver arrangements with the Funds.
The Trustees considered the Adviser’s views relating to economies of scale in connection with the Funds as Fund assets grow and the extent to which the benefits of any such economies of scale are shared with the Funds and Fund shareholders. The Board considered the existence of any economies of scale and whether those were passed along to the Funds’ shareholders through a graduated advisory fee schedule or other means, including fee waivers. The Trustees recognized that economies of scale are difficult to identify and quantify and are rarely identifiable on a fund-by-fund basis. Based on this evaluation, the Board concluded that the advisory fee was reasonable in light of the information that was provided to the Trustees by the Adviser with respect to economies of scale.
Renewal of the Agreement
Based on the Board’s deliberations and its evaluation of the information described above and other factors and information it believed relevant in the exercise of its reasonable business judgment, the Board, including all of the Independent Trustees,
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with the assistance of Fund counsel and Independent Trustees’ counsel, unanimously concluded that the terms of the Agreement, including the fees payable thereunder, were fair and reasonable and agreed to renew the Agreement for another year. In its deliberations, the Board did not identify any absence of information as material to its decision, or any particular factor (or conclusion with respect thereto) or single piece of information that was all-important, controlling or determinative of its decision, but considered all of the factors together, and each Trustee may have attributed different weights to the various factors (and conclusions with respect thereto) and information.
39
NOTES
NOTES
ARGA Funds
P.O. Box 588
Portland, ME 04112
1- 866-234-2742
Investment Adviser:
ARGA Investment Management, LP
1010 Washington Blvd, 6th Floor
Stamford, CT 06901
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
2222 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 Funds described.
ARG-SA-001-0400
Item 8. Changes in and Disagreements with Accountants for Open-End Management Investment Companies.
There were no changes in or disagreements with accountants on accounting and financial disclosure during the period covered by the report.
Item 9. Proxy Disclosures for Open-End Management Investment Companies.
There were no matters submitted to a vote of shareholders during the period covered by this report.
Item 10. Remuneration Paid to Directors, Officers, and Others of Open-End Management Investment Companies.
No remuneration was paid by the company during the period covered by the report to any Officers of the Trust, other than as disclosed as part of the financial statements included above in Item 7.
Item 11. Statement Regarding Basis for Approval of Investment Advisory Contract.
The disclosure regarding the Approval of Advisory Agreement, if applicable, is included as part of the financial statements included above in Item 7.
Item 12. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.
Not applicable to open-end management investment companies.
Item 13. Portfolio Managers of Closed-End Management Investment Companies.
Not applicable to open-end management investment companies.
Item 14. Purchases of Equity Securities by Closed-End Management Company and Affiliated Purchasers.
Not applicable to open-end management investment companies.
Item 15. Submission of Matters to a Vote of Security Holders.
There have been no changes to the procedures by which shareholders may recommend nominees to the Registrant’s Board of Trustees during the period covered by this report.
Item 16. Controls and Procedures.
(a) The Registrant's principal executive and principal financial officers, or persons performing similar functions, have concluded that the Registrant's disclosure controls and procedures, as defined in Rule 30a-3(c) under the Act (17 CFR § 270.30a-3(c)), as of a date within 90 days of the filing date of the report, are effective based on the evaluation of these controls and procedures required by Rule 30a-3(b) under the Act (17 CFR § 270.30a-3(b)) and Rule 13a-15(b) or Rule 15d-15(b) under the Securities Exchange Act of 1934, as amended (17 CFR § 240.13a-15(b) or 240.15d-15(b)).
(b) There has been no change in the Registrant's internal control over financial reporting (as defined in Rule 30a-3(d) under the Act (17 CFR § 270.30a-3(d)) that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, the Registrant's internal control over financial reporting.
Item 17. Disclosure of Securities Lending Activities for Closed-End Management Investment Companies.
Not applicable to open-end management investment companies.
Item 18. Recovery of Erroneously Awarded Compensation.
(a) Not applicable.
(b) Not applicable.
Item 19. Exhibits.
(a)(1) Not applicable for semi-annual reports.
(a)(2) Not applicable.
(a)(4) Not applicable.
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 | ||
Principal Executive Officer | ||
Date: September 6, 2024 |
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 | ||
Principal Executive Officer | ||
Date: September 6, 2024 | ||
By (Signature and Title) | /s/ Andrew Metzger | |
Andrew Metzger | ||
Principal Financial Officer | ||
Date: September 6, 2024 |