MORGAN LEWIS
LEON E. SALKIN
Associate
+1.215.963.5620
leon.salkin@morganlewis.com
November 1, 2016
FILED AS EDGAR CORRESPONDENCE
Trace Rakestraw, Esq.
U.S. Securities and Exchange Commission
100 F Street, NE
Washington, D.C. 20549
Re: The Advisors' Inner Circle Fund III Filing (File Nos. 333-192858 and
811-22920)
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Dear Mr. Rakestraw:
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 on
October 27, 2016, 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 Fiera Capital Diversified Alternatives Fund (the
"Fund"), 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 October 19, 2016. Below, we have briefly summarized your comments and
questions, followed by our responses based on information provided by Fiera and
Fiera Capital Management. Capitalized terms not defined herein should be given
the meaning provided in the Proxy Materials.
1. COMMENT. In the shareholder letter, please consider stating what action is
intended to be taken by the Trust if the New Advisory Agreement is not
approved by shareholders.
RESPONSE. The requested change has been made.
2. COMMENT. Please begin the third paragraph of the shareholder letter with
"Second."
RESPONSE. The requested change has been made.
3. COMMENT. In the second sentence of the third paragraph of the shareholder
letter, please replace "provides" with "provided."
RESPONSE. The requested change has been made.
MORGAN, LEWIS & BOCKIUS LLP
1701 Market Street
Philadelphia, PA 19103-2921 T +1.215.963.5000
United States F +1.215.963.5001
Trace Rakestraw, Esq.
November 1, 2016
Page 2
4. COMMENT. In the "Information About Fiera Capital Management" section,
please confirm that all principal executive officers, directors and general
partners of Fiera Capital Management are included in the table.
RESPONSE. Fiera Capital Management confirms that all principal executive
officers, directors and general partners of Fiera Capital Management are
included in the table.
5. COMMENT. In the "Information on Investment Advisory Fees Paid" section,
please replace "the dollar amount of advisory fees paid to RLL by the Fund
after waivers" with "the advisory fees retained by RLL."
RESPONSE. The requested change has been made.
6. COMMENT. In accordance with Rule 14a-4(a)(3) under the Securities Exchange
Act of 1934, as amended, please indicate on the proxy card that the
approval of Proposal 3 is contingent on the approval of Proposal 1.
RESPONSE. While Rule 14a-4(a)(3) requires that the form of proxy "identify
clearly and impartially each separate matter to be acted upon, whether or
not related to or conditioned on the approval of other matters," the Trust
does not believe that the rule or the Staff's interpretations thereof
require that the form of proxy identify a contingent proposal as such.
Notwithstanding the foregoing, the requested change has been made.
* * * * * * * * * * * *
If you have any questions, need any additional information or would like any
clarification, please contact me at (215) 963-5620.
Very truly yours,
/s/ Leon E. Salkin
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Leon E. Salkin