MORGAN LEWIS
LEON E. SALKIN
Associate
+1.215.963.5620
leon.salkin@morganlewis.com
December 21, 2017
FILED AS EDGAR CORRESPONDENCE
Alison White, Esq.
U.S. Securities and Exchange Commission
100 F Street, NE
Washington, D.C. 20549
Re: The Advisors' Inner Circle Fund 485(a) Filing (File Nos. 033-42484 and
811-06400)
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Dear Ms. White:
On behalf of our client, The Advisors' Inner Circle Fund (the "Trust"), this
letter responds to the comments provided on behalf of the staff (the "Staff") of
the Securities and Exchange Commission (the "SEC") via telephone on November 27,
2017, regarding the Trust's post-effective amendment no. 287, under the
Securities Act of 1933, as amended (the "1933 Act"), and amendment no. 288,
under the Investment Company Act of 1940, as amended (the "1940 Act"), to its
registration statement filed with the SEC pursuant to Rule 485(a) under the 1933
Act (the "Amendment") with respect to the AlphaOne Select Technology Fund and
the AlphaOne VIMCO Small Cap Value Fund (the "Funds"). Below, we have briefly
summarized your comments and questions, and provided responses based on
information provided by the Adviser and VIMCO. Capitalized terms not defined
herein should be given the meaning provided in the Amendment.
COMMENTS ON THE PROSPECTUS
1. COMMENT. Please associate each Fund's ticker symbols with their class
identifiers on EDGAR.
RESPONSE. The requested changes have been made.
2. COMMENT. Please confirm supplementally that the AlphaOne Select Technology
Fund does not expect to invest in acquired funds as part of its principal
investment strategies or, alternatively, add appropriate disclosure.
MORGAN, LEWIS & BOCKIUS LLP
1701 Market Street
Philadelphia, PA 19103-2921 T +1.215.963.5000
United States F +1.215.963.5001
Alison White, Esq.
December 21, 2017
Page 2
RESPONSE. The Adviser confirms that it does not currently expect
investments in acquired funds to be part of the AlphaOne Select Technology
Fund's principal investment strategies.
3. COMMENT. In the AlphaOne Select Technology Fund's "Principal Investment
Strategies" section, please provide examples of catalysts that the Adviser
believes may positively change the earnings potential and market value of a
company over time.
RESPONSE. The requested change has been made.
4. COMMENT. In the AlphaOne VIMCO Small Cap Value Fund's "Principal
Investment Strategies" section, please provide a "plain English"
explanation of the phrase "owner-like mentality."
RESPONSE. The phrase has been removed from the section.
5. COMMENT. Please confirm supplementally that the AlphaOne VIMCO Small Cap
Value Fund has maintained the records that form the basis for or
demonstrate the calculation of the performance of the Accounts included in
the "AlphaOne VIMCO Small Cap Value Fund Related Performance Data" section,
in accordance with Rule 204-2(a)(16) under the Investment Advisers Act of
1940, as amended (the "Advisers Act").
RESPONSE. VIMCO confirms that it has maintained the records that form the
basis for or demonstrate the calculation of the performance of the Accounts
included in the section, in accordance with Rule 204-2(a)(16) under the
Advisers Act.
COMMENTS ON THE STATEMENT OF ADDITIONAL INFORMATION
6. COMMENT. Please provide examples of the "complex securities" referenced in
the "Taxes" section, and confirm supplementally that the Prospectus
contains appropriate disclosure regarding any such instruments that are
part of a Fund's principal investment strategies.
RESPONSE. The section has been revised to provide examples of the complex
securities, and the Adviser and VIMCO confirm that the Prospectus includes
appropriate disclosure regarding all instruments that are part of a Fund's
principal investment strategies.
Alison White, Esq.
December 21, 2017
Page 3
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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 Salkin
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Leon Salkin