UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-CSR
CERTIFIED SHAREHOLDER REPORT OF REGISTERED
MANAGEMENT INVESTMENT COMPANIES
Investment Company Act file number 811-07102
The Advisors Inner Circle Fund II
(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)
Registrants telephone number, including area code: (877) 446-3863
Date of fiscal year end: October 31, 2020
Date of reporting period: October 31, 2020
Item 1. |
Reports to Stockholders. |
A copy of the report transmitted to stockholders pursuant to Rule 30e-1 under the Investment Company Act or 1940, as amended (the Act) (17 CFR § 270.30e-1), is attached hereto.
The Advisors Inner Circle Fund II
Cardinal Capital
MANAGEMENT, L.L.C.
CARDINAL SMALL CAP VALUE FUND
Annual Report | October 31, 2020
THE ADVISORS INNER CIRCLE FUND II |
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OCTOBER 31, 2020 | ||||
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The Fund files its complete schedule of investments with the Securities and Exchange Commission (SEC) for the first and third quarters of each fiscal year as an exhibit to its report on Form N-PORT (Form N-Q for filings prior to March 31, 2020). The Fund Form N-Q and N-PORT are available on the SECs website at http://www.sec.gov, and may be reviewed and copied at the SECs Public Reference Room in Washington, DC. Information on the operation of the Public Reference Room may be obtained by calling 1-800-SEC-0330.
A description of the policies and procedures that the Fund uses to determine how to vote proxies relating to fund securities, as well as information relating to how the Fund voted proxies relating to fund securities during the most recent 12-month period ended June 30, will be available (i) without charge, upon request, by calling 1-844-CCM-SEIC (1-844-226-7342); and (ii) on the Commissions website at http://www.sec.gov.
THE ADVISORS INNER CIRCLE FUND II |
CARDINAL SMALL CAP VALUE FUND |
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OCTOBER 31, 2020 | ||||
(Unaudited) | ||||
Cardinal is pleased to share the Annual Report for the Cardinal Small Cap Value Fund (the Fund) for the period November 1, 2019, through October 31, 2020. The report contains information on the Funds holdings along with financial highlights and a Statement of Operations.
For the twelve months ended October 31, 2020, the Fund returned -18.10% while the Russell 2000 Value Index returned -13.92%. The period was defined by the onset of the COVID-19 pandemic and subsequent decisions to temporarily close much of the U.S. economy to save lives and alleviate the burden on the U.S. healthcare system. The expectation that these actions would lead to a severe economic recession resulted in the worst ever quarterly decline in small capitalization stock indices during this period. However, the recession proved brief as a result of unprecedented fiscal stimulus to keep individuals and businesses afloat as well as timely actions by the Federal Reserve to reduce short-term interest rates and inject a massive amount of liquidity into the economy and financial markets. The U.S. economy began to recover as businesses were permitted to reopen, but the lack of an effective vaccine clearly altered consumer and business behavior. Nevertheless, small capitalization stock prices recovered meaningfully as businesses adapted quickly to the difficult environment, the healthcare system was not overloaded, and the prospects for a timely and effective vaccine have increased.
As absolute oriented value investors, Cardinal generally expects to outperform market averages in declining markets. However, it is more challenging for Cardinal to add this value when financial markets cease to operate normally, as they did during the Great Financial Crisis, or when non essential businesses are closed by government order, as they were earlier this year. This is due in part to the high hurdle rate utilized in the firms investment process that generally precludes Cardinal from owning the low risk, low return equities that investors flock to during periods of economic distress. In addition, Cardinals portfolio company management teams do not aggressively deploy capital when confronted with unprecedented economic conditions, which is key to building value. Finally, most of our portfolio companies employ prudent financial leverage to enhance their investment returns. Although normally viewed as positive, investors shy away from companies with debt when businesses are forcibly closed. These factors detracted from Cardinals return for this period but are also expected to contribute to future returns when the economy is on a clear path to a sustainable recovery. It is important to reiterate that Cardinal invests with a five year time horizon, and does not change this approach simply because the equity market fails to reward it.
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(Unaudited) | ||||
The good news is that declines such as these are almost always followed by periods of strong returns.
From Cardinals perspective, a portfolio that outperforms when most of the population is staying at home and working remotely should not work well in a regular economy. No doubt, there will be permanent changes in peoples behavior, but most of the population should return to their normal activities when the pandemic ends. In this context, Cardinals diversified portfolio of high quality businesses is constructed to perform well under more typical economic conditions. A pandemic is anything but normal and did impact several portfolio companies during the period. For example, some of the traditionally defensive health care holdings have seen their businesses temporarily affected because COVID 19 cases have delayed discretionary doctor and hospital visits. Also, the portfolios aerospace and auto related businesses have been impacted as the pandemic has reduced air travel and miles driven. While these types of businesses will resume more regular activity once the pandemic recedes, some consumers may hold back from making major spending decisions, despite substantial government support and low interest rates.
Over the past twelve months, the Funds return lagged its benchmark due primarily to stock selection and a lower weighting in the consumer discretionary sector and stock selection in the industrials and information technology sectors. Within the consumer discretionary sector, the share price of theme park operator Six Flags declined on disappointing guidance and concerns that its parks would be closed for an extended time due to government restrictions in response to COVID-19. Cardinal sold the position due primarily to potential liquidity concerns. Also in the consumer discretionary sector, the stock price of Oxford Industries, which owns the Tommy Bahama and Lilly Pulitzer brands, fell on store closures and the impact of lower travel and leisure on spending. Within the industrials sector, the share price of wholesale vehicle auction services provider KAR Auction Services declined as the company struggled to gain traction in its dealer-to-dealer business and later after its physical auctions were temporarily closed due to the pandemic. Although volumes have largely recovered, management did use the period to improve its business model ahead of plan by moving all of its auctions online and substantially reducing its fixed costs. In the information technology sector, shares of internet services company J2 Global fell after the company withdrew specific guidance but said that they expected earnings to decline modestly due to weakness in the advertising market. In addition, the company put its M&A plans on hold until they could complete face-to-face due diligence. J2 Global shares have subsequently recovered as the business results significantly exceeded expectations and management restarted its M&A efforts.
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(Unaudited) | ||||
The primary contributors to relative performance were stock selection in the real estate and materials sectors and holding cash in a sharply declining market. In the real estate sector, the share price of health care REIT Community Healthcare Trust outpaced its peers as the company continued to make accretive acquisitions without adding to financial leverage and virtually all of its tenants continued to pay their rent despite the pandemic. In the materials sector, the stock price of Silgan Holdings increased as demand for its customers products rose considerably as the pandemic forced consumers to stock up on food, beverages, and household supplies. As Silgan produces the metal cans, plastic bottles, and closures in which these products are packaged, the company significantly increased its financial forecasts over the last twelve months.
Cardinals near-term outlook for the U.S. economy and equity market is cautious in light of the economic uncertainty caused by the worsening COVID-19 pandemic, the outcome of the January runoff elections, which will decide control of the U.S. Senate and the policy priorities of the incoming Biden administration. As businesses have reopened and there has been positive news on a COVID-19 vaccine, investors risk appetite has increased even as unemployment remains high. However, the equity market rally has until very recently been concentrated in relatively few industries and stocks as it is pricing in a new normal of economic activity that is mostly digitally driven.
The successful rollout of COVID-19 vaccines should expedite a return to normal economic activity and a more positive long-term outlook. Small caps and value stocks also typically lead large cap and growth stocks exiting recessions. However, the longer the virus persists, the more likely the market will discount an extended economic recovery. For long-term investors, periods such as this have almost always proven to have created attractive opportunities to invest in equities. With so much uncertainty, the portfolio managers continue to prefer investments whose success is dependent primarily upon company-specific drivers rather than broader economic growth.
Definition of Comparative Index
The Russell 2000 Value Index measures the performance of the small-cap value segment of the U.S. equity universe. It includes those Russell 2000 Index companies with lower price-to-book ratios and lower forecasted growth values.
This material contains the portfolio managers opinion regarding the market and portfolio holdings. It should not be regarded as investment advice or a recommendation of specific securities. Holdings are subject to change. Securities mentioned do not make up the entire portfolio and, in the aggregate, may represent a small percentage of the portfolio.
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OCTOBER 31, 2020 | ||||
(Unaudited) | ||||
There are risks involved with investing, including possible loss of principal. In addition to the normal risks associated with investing, investments in smaller companies typically exhibit higher volatility.
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OCTOBER 31, 2020 | ||||
(Unaudited) | ||||
Comparison of the Change in Value of a $1,000,000 investment in the Cardinal Small Cap Value Fund, Institutional Class Shares, versus the Russell 2000 Value Index
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AVERAGE ANNUAL TOTAL RETURN FOR THE YEARS ENDED
OCTOBER 31, 2020* |
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One Year
Return |
Three Year
Return |
Five Year
Return |
Annualized
Inception to Date** |
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Institutional Class Shares | -18.10 | % | -5.68 | % | 1.92 | % | 1.90 | % | ||||||||||
Russell 2000 Value Index | -13.92 | % | -4.05 | % | 3.71 | % | 2.19 | % |
* If the Adviser had not limited certain expenses, the Funds total return would have been lower.
** The Fund commenced operations on April 1, 2014.
The performance data quoted herein represents past performance and the return and value of an investment in the Fund will fluctuate so that, when redeemed, may be worth less than its original cost.
Past performance is no guarantee of future performance and should not be considered as a representation of the future results of the Fund.
The Funds performance assumes the reinvestment of all dividends and all capital gains. Index returns assume reinvestment of dividends and, unlike a Funds returns, do not reflect any fees or expenses. If such fees and expenses were included in the index returns, the performance would have been lower. Please note that one cannot invest directly in an unmanaged index.
There are no assurances that the Fund will meet its stated objectives. The Funds holdings and allocations are subject to change because it is actively managed and should not be considered recommendations to buy individual securities.
Returns shown do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares.
See definition of comparative index on page 3.
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OCTOBER 31, 2020 | ||||
SECTOR WEIGHTINGS (Unaudited)
|
Percentages based on total investments.
COMMON STOCK 97.0%
|
Shares | Value | |||||||
COMMUNICATION SERVICES 3.3% |
||||||||
Nexstar Media Group, Cl A |
27,707 | $ | 2,283,057 | |||||
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|
|
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CONSUMER DISCRETIONARY 5.0% |
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Lithia Motors, Cl A |
9,278 | 2,129,951 | ||||||
Oxford Industries |
32,426 | 1,334,978 | ||||||
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3,464,929 | ||||||||
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|
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CONSUMER STAPLES 4.7% |
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Calavo Growers |
15,044 | 1,009,904 | ||||||
Hostess Brands, Cl A * |
178,143 | 2,251,727 | ||||||
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|
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3,261,631 | ||||||||
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ENERGY 1.5% |
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Rattler Midstream (A) |
97,960 | 575,025 | ||||||
Viper Energy Partners (A) |
67,407 | 472,523 | ||||||
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1,047,548 | ||||||||
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FINANCIALS 19.8% |
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BGC Partners, Cl A |
394,055 | 1,162,462 | ||||||
Columbia Banking System |
75,580 | 2,147,228 | ||||||
FB Financial |
68,492 | 2,020,514 | ||||||
First Merchants |
70,629 | 1,844,123 | ||||||
Pacific Premier Bancorp |
90,451 | 2,306,501 | ||||||
PacWest Bancorp |
126,027 | 2,424,759 | ||||||
Starwood Property Trust |
123,150 | 1,720,406 | ||||||
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|
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13,625,993 | ||||||||
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The accompanying notes are an integral part of the financial statements.
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OCTOBER 31, 2020 | ||||
The accompanying notes are an integral part of the financial statements.
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OCTOBER 31, 2020 | ||||
Percentages are based on Net Assets of $68,770,535. |
* |
Non-income producing security. |
|
Real Estate Investment Trust |
(A) |
Security is a Master Limited Partnership. At October 31, 2020, such securities amounted to $1,047,548, or 1.5% of the net assets of the Fund. |
(B) |
The rate shown is the 7-day effective yield as of October 31, 2020. |
ADR American Depositary Receipt
Cl Class
As of October 31, 2020, all of the Funds investments in securities were considered Level 1, in accordance with the authoritative guidance on fair value measurements and disclosure under U.S. generally accepted accounting principles.
For the year ended October 31, 2020, there were no transfers in or out of Level 3.
For more information on valuation inputs, see Note 2 in the Notes to Financial Statements.
The accompanying notes are an integral part of the financial statements.
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OCTOBER 31, 2020 | ||||
The accompanying notes are an integral part of the financial statements.
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FOR THE YEAR ENDED | ||||
OCTOBER 31, 2020 | ||||
|
||||
Investment Income: |
||||
Dividends |
$ | 1,363,746 | ||
Less: Foreign Taxes Withheld |
(790 | ) | ||
|
|
|
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Total Investment Income |
1,362,956 | |||
|
|
|
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Expenses: |
||||
Investment Advisory Fees |
595,793 | |||
Administration Fees |
102,136 | |||
Trustees Fees |
23,823 | |||
Chief Compliance Officer Fees |
6,620 | |||
Registration and Filing Fees |
33,036 | |||
Legal Fees |
29,938 | |||
Transfer Agent Fees |
29,424 | |||
Audit Fees |
26,535 | |||
Printing Fees |
12,106 | |||
Custodian Fees |
5,960 | |||
Other Expenses |
15,000 | |||
|
|
|
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Total Expenses |
880,371 | |||
|
|
|
||
Less: |
||||
Waiver of Investment Advisory Fees |
(33,820 | ) | ||
|
|
|
||
Net Expenses |
846,551 | |||
|
|
|
||
Net Investment Income |
516,405 | |||
|
|
|
||
Net Realized Loss on Investments |
(11,587,755 | ) | ||
|
|
|
||
Net Change in Unrealized Depreciation on Investments |
(13,471,385 | ) | ||
|
|
|
||
Net Realized and Unrealized Loss on Investments |
(25,059,140 | ) | ||
|
|
|
||
Net Decrease in Net Assets Resulting from Operations |
$ | (24,542,735 | ) | |
|
|
|
The accompanying notes are an integral part of the financial statements.
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CARDINAL SMALL CAP VALUE FUND |
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|
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(1) |
For share transactions, see Note 6 in the Notes to Financial Statements. |
The accompanying notes are an integral part of the financial statements.
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CARDINAL SMALL CAP VALUE FUND |
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|
Selected Per Share Data & Ratios |
For a Share Outstanding Throughout the Year |
Institutional Class Shares |
Year Ended
October 31, 2020 |
Year Ended
October 31, 2019 |
Year Ended
October 31, 2018 |
Year Ended
October 31, 2017 |
Year Ended
October 31, 2016 |
|||||||||||||||
Net Asset Value, Beginning of Year |
$ | 12.05 | $ | 12.14 | $ | 12.92 | $ | 10.63 | $ | 10.19 | ||||||||||
|
|
|
||||||||||||||||||
Income (Loss) from Investment Operations: |
||||||||||||||||||||
Net Investment Income* |
0.06 | 0.12 | 0.04 | 0.02 | 0.06 | |||||||||||||||
Net Realized and Unrealized Gain (Loss) |
(2.21 | ) | 0.37 | (0.32 | ) | 2.44 | 0.56 | |||||||||||||
|
|
|
||||||||||||||||||
Total from Investment Operations |
(2.15 | ) | 0.49 | (0.28 | ) | 2.46 | 0.62 | |||||||||||||
|
|
|
||||||||||||||||||
Dividends and Distributions: |
||||||||||||||||||||
Net Investment Income |
(0.13 | ) | (0.05 | ) | (0.02 | ) | (0.04 | ) | (0.11 | ) | ||||||||||
Capital Gains |
| (0.53 | ) | (0.48 | ) | (0.13 | ) | (0.07 | ) | |||||||||||
|
|
|
||||||||||||||||||
Total Dividends and Distributions |
(0.13 | ) | (0.58 | ) | (0.50 | ) | (0.17 | ) | (0.18 | ) | ||||||||||
|
|
|
||||||||||||||||||
Net Asset Value, End of Year |
$ | 9.77 | $ | 12.05 | $ | 12.14 | $ | 12.92 | $ | 10.63 | ||||||||||
|
|
|
||||||||||||||||||
Total Return |
(18.1 | 0)% | 4.9 | 3% | (2.3 | 5)% | 23.3 | 0% | 6.2 | 7% | ||||||||||
|
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|
|
|
|
|
|
|
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|
|
|
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|
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Ratios and Supplemental Data |
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Net Assets, End of Year (Thousands) |
$ | 68,771 | $ | 112,041 | $ | 95,014 | $ | 44,100 | $ | 17,920 | ||||||||||
Ratio of Expenses to Average Net Assets |
1.00 | % | 1.00 | % | 1.00 | % | 1.00 | % | 1.00 | % | ||||||||||
Ratio of Expenses to Average Net Assets (Excluding Waivers, Reimbursements and Fees Paid Indirectly) |
1.04 | % | 0.98 | % | 1.08 | % | 1.44 | % | 2.43 | % | ||||||||||
Ratio of Net Investment Income to Average Net Assets |
0.61 | % | 1.07 | % | 0.27 | % | 0.20 | % | 0.54 | % | ||||||||||
Portfolio Turnover Rate |
40 | % | 45 | % | 45 | % | 53 | % | 72 | % |
* |
Per share calculations were performed using average shares for the period. |
|
Return shown does not reflect the deductions of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. Total return would have been lower had the Adviser not waived its fee and/or reimbursed other expenses. |
|
Ratio includes previously waived investment advisory fees recovered. |
The accompanying notes are an integral part of the financial statements.
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OCTOBER 31, 2020 | ||||
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1. Organization:
The Advisors Inner Circle Fund II (the Trust) is organized as a Massachusetts business trust under an Amended and Restated Agreement and Declaration of Trust dated February 18, 1997. The Trust is registered under the Investment Company Act of 1940, as amended, as an open-end management investment company with 18 funds. The financial statements herein are those of the Cardinal Small Cap Value Fund (the Fund). The Fund commenced operations on April 1, 2014. The Fund is diversified and its investment objective is to seek to achieve long-term capital appreciation. The Fund invests primarily (at least 80% of its net assets) in securities of small capitalization companies. The financial statements of the remaining funds of the Trust are presented separately. The assets of each fund are segregated, and a shareholders interest is limited to the fund in which shares are held.
2. Significant Accounting Policies:
The following are significant accounting policies, which are consistently followed in the preparation of the financial statements of the Fund. The Fund is an investment company that applies the accounting and reporting guidance issued in Topic 946 by the U.S. Financial Accounting Standards Board (FASB).
Use of Estimates The preparation of financial statements in conformity with U.S. generally accepted accounting principles (U.S. GAAP) requires management to make estimates and assumptions that affect the fair value of assets, the reported amount of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses 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 on valuation date (or at approximately 4:00 pm ET if a securitys primary exchange is normally open at that time), 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.
Securities for which market prices are not readily available are valued in accordance with fair value procedures established by the Funds Board of Trustees (the Board). The Funds fair value procedures are implemented through a fair value
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OCTOBER 31, 2020 | ||||
committee (the Committee) designated by the Board. Some of the more common reasons that may necessitate that a security be valued using fair value procedures include: the securitys trading has been halted or suspended; the security has been de-listed from a national exchange; the securitys 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 securitys 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 the authoritative guidance on fair value measurements and disclosure under U.S. GAAP, the Fund discloses 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 Fund has the ability to access at the measurement date; |
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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, 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.
For the year ended October 31, 2020, there have been no significant changes to the
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OCTOBER 31, 2020 | ||||
Funds fair valuation methodology.
Federal Income Taxes It is the Funds intention to continue 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 have been made in the financial statements.
The Fund evaluates 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 year. The Fund did not record any tax provision in the current period. However, managements 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., all open tax year ends, since inception), on-going analysis of and changes to tax laws, regulations and interpretations thereof.
As of and during the year ended October 31, 2020, the Fund did not have a liability for any unrecognized tax benefits. The Fund recognizes interest and penalties, if any, related to unrecognized tax benefits as income tax expense in the Statement of Operations. During the year, the Fund did not incur any interest or penalties.
Security Transactions and Investment Income Security transactions are accounted for on trade date basis for financial reporting purposes. Costs used in determining realized gains and losses on the sale of investment securities are based on the specific identification method. Dividend income is recorded on the ex-dividend date. Interest income is recognized on the accrual basis from settlement date.
Investments in Real Estate Investment Trusts (REITs) Dividend income from REITs is recorded based on the income included in distributions received from the REIT investments using published REIT reclassifications, including some management estimates when actual amounts are not available. Distributions received in excess of this estimated amount are recorded as a reduction of the cost of investments or reclassified to capital gains. The actual amounts of income, return of capital, and capital gains are only determined by each REIT after its fiscal year-end, and may differ from the estimated amounts.
Expenses Expenses that are directly related to the Fund are charged to the
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Fund. Other operating expenses of the Trust are prorated to the funds based on the number of funds and/or relative daily net assets.
Dividends and Distributions to Shareholders The Fund distributes substantially all of its net investment income annually. Distributions from net realized capital gains, if any, are declared and paid annually. All distributions are recorded on ex-dividend date.
Cash Idle cash may be swept into various time deposit accounts and is classified as cash on the Statement of Assets and Liabilities. The Fund maintains cash in bank deposit accounts which, at times, may exceed United States federally insured limits. Amounts invested are available on the same business day.
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.
A portion of the services provided by the CCO and his staff, whom are employees of the Administrator, are paid for by the Trust as incurred. The services include regulatory oversight of the Trusts advisors and service providers, as required by SEC regulations. The CCOs services and fees have been approved by and are reviewed by the Board.
4. Administration, Distribution, Custodian and Transfer Agent Agreements:
The Fund and the Administrator are parties to an Administration Agreement, under which the Administrator provides administrative services to the Fund. 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 Fund. For the year ended October 31, 2020, the Fund paid $102,136 for these services.
The Trust and the Distributor are parties to a Distribution Agreement. The Distributor receives no fees under the agreement.
MUFG Union Bank, N.A. acts as custodian (the Custodian) for the Fund. The Custodian plays no role in determining the investment policies of the Fund or which securities are to be purchased or sold by the Fund.
Apex Fund Services serves as the transfer agent and dividend disbursing agent for the Fund under a transfer agency agreement with the Trust.
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OCTOBER 31, 2020 | ||||
5. Investment Advisory Agreement:
Under the terms of an investment advisory agreement, Cardinal Capital Management, L.L.C. (the Adviser) provides investment advisory services to the Fund at a fee, which is calculated daily and paid monthly at an annual rate of 0.70% of the Funds average daily net assets. The Adviser has contractually agreed to reduce fees and reimburse expenses to the extent necessary to keep the Institutional Class Shares total annual operating expenses (excluding interest, taxes, brokerage commissions, acquired fund fees and expenses, and extraordinary expenses) from exceeding (i) 0.99% of the Funds Institutional Class Shares average daily net assets from March 1, 2020 through February 28, 2021, and (ii) 1.00% of the Funds Institutional Class Shares average daily net assets for periods prior to February 28, 2020. 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 February 28, 2021. Refer to waiver of investment advisory fees on the Statement of Operations for fees waived for the year ended October 31, 2020. In addition, if at any point it becomes unnecessary for the Adviser to reduce fees or make expense reimbursements, the board may permit the Adviser to retain the difference between total annual operating expenses and 1.00% to recapture all or a portion of its prior reductions or reimbursements made during the preceding three-year period. As of October 31, 2020, fees which were previously waived and/or reimbursed by the Adviser which may be subject to possible future reimbursement to the Adviser were $59,298 and $45,344, expiring in 2021 and 2023, respectively.
6. Share Transactions:
Year Ended
October 31, 2020 |
Year Ended
October 31, 2019 |
|||||||
Share Transactions: |
||||||||
Institutional Class Shares |
||||||||
Issued |
2,243,924 | 3,948,429 | ||||||
Reinvestment of Distributions |
52,406 | 339,955 | ||||||
Redeemed |
(4,551,176 | ) | (2,817,334 | ) | ||||
Net Institutional Class Shares Capital Share Transactions |
(2,254,846 | ) | 1,471,050 | |||||
Net Increase (Decrease) in Shares Outstanding From Share Transactions |
(2,254,846 | ) | 1,471,050 | |||||
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7. Investment Transactions:
For the year ended October 31, 2020, the Fund made purchases of $33,020,181 and sales of $47,602,320 in investment securities other than long-term U.S. Government and short-term securities. There were no purchases or sales of long-term U.S. Government securities.
8. 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 such period. These book/tax differences may be temporary or permanent. The permanent differences primarily consist of reclassification of long term capital gain distribution on REITs. There were no permanent differences that were credited or charged to Paid-in Capital and Distributable Earnings as of October 31, 2020.
The tax character of dividends and distributions declared during the years ended October 31, 2020 and 2019 were as follows:
Ordinary
Income |
Long-Term
Capital Gain |
Total | ||||||||||
2020 |
$ | 1,199,059 | $ | - | $ | 1,199,059 | ||||||
2019 |
999,752 | 3,669,623 | 4,669,375 |
As of October 31, 2020, the components of Accumulated Loss on a tax basis were as follows:
Undistributed Ordinary Income |
$ | 204,623 | ||
Capital Loss Carryforwards |
(16,000,613 | ) | ||
Unrealized Depreciation |
(9,580,515 | ) | ||
Other Temporary Differences |
6 | |||
|
|
|
||
Total Accumulated Loss |
$ | (25,376,499 | ) | |
|
|
|
For Federal income tax purposes, capital loss carryforwards may be carried forward indefinitely and applied against all future capital gains. Losses carried forward are as follows:
Short-Term
Loss |
Long-Term
Loss |
Total | ||||||||
$ | 7,119,539 | $ | 8,881,074 | $ | 16,000,613 |
For Federal income tax purposes the difference between Federal tax cost and book cost primarily relates to wash sales, which cannot be used for Federal income tax purposes in the current year and have been deferred for use in future years. The Federal tax cost
18
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and aggregate gross unrealized appreciation and depreciation for the investments held by the Fund at October 31, 2020, were as follows:
Federal Tax Cost |
Aggregate Gross
Unrealized Appreciation |
Aggregate Gross
Unrealized Depreciation |
Net Unrealized
Depreciation |
|||||||||
$ 78,309,705 | $ | 7,211,545 | $ | (16,792,060) | $ | (9,580,515) |
9. Risks:
Equity Market Risk The risk that stock prices will fall over short or extended periods of time.
Similarly, 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 Funds performance and cause losses on your investment in the Fund.
Manager Risk The performance of the Fund is dependent upon the portfolio managers skill in making appropriate investments. The Advisers investment strategy may fail to produce the intended result. As a result, the Fund may underperform its benchmark or peers.
MLP 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 MLPs 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. For example, state law governing partnerships is often less restrictive than state law governing corporations. Accordingly, there may be fewer protections afforded to investors in a MLP than investors in a corporation. For example, investors in MLPs may have limited voting rights or be liable under certain circumstances for amounts greater than the amount of their investment. In addition, 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.
REIT 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
19
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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 Funds 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.
Small Capitalization Companies Risk The risk that small capitalization companies in which the Fund invests may be more vulnerable to adverse business or economic events than larger, more established companies. In particular, small capitalization companies may have limited product lines, markets and financial resources and may depend upon a relatively small management group. Therefore, small capitalization stocks may be more volatile than those of larger companies. Small capitalization stocks may be traded over-the-counter or listed on an exchange. The market for small capitalization companies may be less liquid than the market for larger capitalization companies.
Value Style Risk If the Advisers assessment of market conditions, or a companys value or its prospects for exceeding earnings expectations is inaccurate, the Fund could suffer losses or produce poor performance relative to other funds. In addition, value stocks may continue to be undervalued by the market for long periods of time.
The foregoing is not intended to be a complete discussion of all risks associated with the investment strategies of the Funds. Please refer to the current prospectus for a discussion of the risks associated with investing in the Funds.
10. Concentration of Shareholders:
At October 31, 2020, 78% of Institutional Class Shares total shares outstanding were held by four record shareholders each owning 10% or greater of the aggregate total shares outstanding. These shareholders were comprised of a record shareholder and several omnibus accounts that were held on behalf of various individual shareholders.
In the normal course of business, the Fund enters into contracts that provide general indemnifications. The Funds maximum exposure under these arrangements is dependent on future claims that may be made against the Fund and, therefore, cannot be established; however, based on experience, the risk of loss from such claim is considered remote.
11. New Accounting Pronouncement:
In August 2018, the FASB issued Accounting Standards Update 2018-13, Fair Value Measurement (Topic 820). The new guidance includes additions and modifications to disclosures requirements for fair value measurements. For public entities, the amendments are effective for financial statements issued for fiscal years beginning after
20
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December 15, 2019, and interim periods within those fiscal years. The Fund early adopted this guidance as of November 1, 2019. The adoption of this guidance did not have a material impact on the financial statements.
12. Subsequent Events:
The Fund has 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.
21
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
|
To the Board of Trustees of The Advisors Inner Circle Fund II and Shareholders of Cardinal Small Cap Value Fund
Opinion on the Financial Statements
We have audited the accompanying statement of assets and liabilities, including the schedule of investments, of Cardinal Small Cap Value Fund (one of the Funds constituting The Advisors Inner Circle Fund II, hereafter referred to as the Fund) as of October 31, 2020, the related statement of operations for the year ended October 31, 2020, the statements of changes in net assets for each of the two years in the period ended October 31, 2020, including the related notes, and the financial highlights for each of the five years in the period ended October 31, 2020 (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Fund as of October 31, 2020, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period ended October 31, 2020 and the financial highlights for each of the five years in the period ended October 31, 2020 in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These financial statements are the responsibility of the Funds management. Our responsibility is to express an opinion on the Funds financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Fund in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits of these financial statements in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates
22
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OCTOBER 31, 2020 | ||||
made by management, as well as evaluating the overall presentation of the financial statements. Our procedures included confirmation of securities owned as of October 31, 2020 by correspondence with the custodian, transfer agent, and brokers; when replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.
/s/ PricewaterhouseCoopers LLP
Philadelphia, Pennsylvania
December 28, 2020
We have served as the auditor of one or more investment companies in Cardinal Capital Management, L.L.C. since 2014.
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(Unaudited) | ||||
|
All mutual funds have operating expenses. As a shareholder of a mutual fund, your investment is affected by these ongoing costs, which include (among others) costs for fund management, administrative services, and shareholder reports like this one. It is important for you to understand the impact of these costs on your investment returns.
Operating expenses such as these are deducted from the mutual funds gross income and directly reduce your final investment return. These expenses are expressed as a percentage of the mutual funds average net assets; this percentage is known as the mutual funds expense ratio.
The following examples use the expense ratio and are intended to help you understand the ongoing costs (in dollars) of investing in your Fund and to compare these costs with those of other mutual funds. The examples are based on an investment of $1,000 made at the beginning of the period shown and held for the entire period (May 1, 2020 to October 31, 2020).
The table on the next page illustrates your Funds costs in two ways:
Actual Fund Return. This section helps you to estimate the actual expenses after fee waivers that your Fund incurred over the period. The Expenses Paid During Period column shows the actual dollar expense cost incurred by a $1,000 investment in the Fund, and the Ending Account Value number is derived from deducting that expense cost from the Funds gross investment return.
You can use this information, together with the actual amount you invested in the Fund, to estimate the expenses you paid over that period. Simply divide your actual starting account value by $1,000 to arrive at a ratio (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply that ratio by the number shown for your Fund under Expenses Paid During Period.
Hypothetical 5% Return. This section helps you compare your Funds costs with those of other mutual funds. It assumes that the Fund had an annual 5% return before expenses during the year, but that the expense ratio (Column 3) for the period is unchanged. This example is useful in making comparisons because the Securities and Exchange Commission requires all mutual funds to make this 5% calculation. You can assess your Funds comparative cost by comparing the hypothetical result for your Fund in the Expenses Paid During Period column with those that appear in the same charts in the shareholder reports for other mutual funds.
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(Unaudited) | ||||
|
NOTE: Because the return is set at 5% for comparison purposes NOT your Funds actual return the account values shown may not apply to your specific investment.
Beginning
Account Value 5/01/20 |
Ending
Account Value 10/31/20 |
Annualized
Expense Ratios |
Expenses
Paid During Period* |
|||||||||||||||||
Cardinal Small Cap Value Fund
|
||||||||||||||||||||
Actual Fund Return |
||||||||||||||||||||
Institutional Class Shares |
$ | 1,000.00 | $ | 1,100.20 | 0.99 | % | $ | 5.23 | ||||||||||||
Hypothetical 5% Return |
||||||||||||||||||||
Institutional Class Shares |
$ | 1,000.00 | $ | 1,020.16 | 0.99 | % | $ | 5.03 |
* |
Expenses are equal to the Funds annualized expense ratio multiplied by the average account value over the period, multiplied by 184/366 (to reflect the one-half year period shown). |
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OCTOBER 31, 2020 | ||||
REVIEW OF LIQUIDITY RISK MANAGEMENT PROGRAM (Unaudited)
|
Pursuant to Rule 22e-4 under the 1940 Act, the Funds investment adviser has adopted, and the Board has approved, a liquidity risk management program (the Program) to govern the Funds approach to managing liquidity risk. The Program is overseen by the Funds Liquidity Risk Management Program Administrator (the Program Administrator), and the Programs principal objectives include assessing, managing and periodically reviewing the Funds liquidity risk, based on factors specific to the circumstances of the Fund.
At a meeting of the Board held on May 19, 2020, the Trustees received a report from the Program Administrator addressing the operations of the Program and assessing its adequacy and effectiveness of implementation. The Board acknowledged that (i) the report covered the period from June 1, 2019 through December 31, 2019 and thus did not cover the recent period of market volatility, and (ii) the Board held a call with the Trusts officers on March 25, 2020 where the officers discussed the operations and effectiveness of the Program during the then-current market volatility. The Board requested that the Program Administrator provide an update of the operation of the Program during the then-current market volatility at its next meeting. The Program Administrators report noted that the Program Administrator had determined that the Program is reasonably designed to assess and manage the Funds liquidity risk and has operated adequately and effectively to manage the Funds liquidity risk since the Program was implemented on June 1, 2019. The Program Administrators report noted that during the period covered by the report, there were no liquidity events that impacted the Fund or its ability to timely meet redemptions without dilution to existing shareholders. The Program Administrators report further noted that no material changes have been made to the Program since its implementation.
There can be no assurance that the Program will achieve its objectives in the future. Please refer to the prospectus for more information regarding the Funds exposure to liquidity risk and other principal risks to which an investment in the Fund may be subject.
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(Unaudited) | ||||
TRUSTEES AND OFFICERS OF THE ADVISORS INNER CIRCLE FUND II
|
Set forth below are the names, years of birth, positions with the Trust, length of term of office, and the principal occupations for the last five years of each of the persons currently serving as Trustees and Officers of the Trust. Unless otherwise noted, the business address of each Trustee is SEI Investments Company, One Freedom Valley Drive, Oaks, Pennsylvania 19456. Trustees who are deemed not to be interested persons of the Trust are referred to as Independent Trustees. Messrs. Nesher and Klauder are Trustees
1 |
Each Trustee shall hold office during the lifetime of this Trust until the election and qualification of his or her successor, or until he or she sooner dies, resigns, or is removed in accordance with the Trusts Declaration of Trust. |
2 |
Directorships of Companies required to report to the Securities and Exchange Commission under the Securities Exchange Act of 1934 (i.e., public companies) or other investment companies under the 1940 Act. |
3 |
Denotes Trustees who may be deemed to be interested persons of the Fund as that term is defined in the 1940 Act by virtue of their affiliation with the Distributor and/or its affiliates. |
4 |
Trustees oversee 18 funds in The Advisors Inner Circle Fund II. |
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(Unaudited) | ||||
who may be deemed to be interested persons of the Trust as that term is defined in the 1940 Act by virtue of their affiliation with the Trusts Distributor. The Trusts Statement of Additional Information (SAI) includes additional information about the Trustees and Officers. The SAI may be obtained without charge by calling 1-866-226-7342. The following chart lists Trustees and Officers as of October 31, 2020.
Other Directorships
Held in the Past Five Years2
Current Directorships: Trustee of The Advisors Inner Circle Fund, Bishop Street Funds, The KP Funds, Frost Family of Funds, SEI Daily Income Trust, SEI Institutional International Trust, SEI Institutional Investments Trust, SEI Institutional Managed Trust, SEI Asset Allocation Trust, SEI Tax Exempt Trust, Adviser Managed Trust, New Covenant Funds, SEI Insurance Products Trust and SEI Catholic Values Trust. Director of SEI Structured Credit Fund, LP, SEI Global Master Fund plc, SEI Global Assets Fund plc, SEI Global Investments Fund plc, SEI InvestmentsGlobal Funds Services, Limited, SEI Investments Global, Limited, SEI Investments (Europe) Ltd., SEI InvestmentsUnit Trust Management (UK) Limited, SEI Multi-Strategy Funds PLC and SEI Global Nominee Ltd.
Former Directorships: Trustee of SEI Liquid Asset Trust to 2016.
Current Directorships: Trustee of The Advisors Inner Circle Fund, Bishop Street Funds and The KP Funds. Director of SEI Private Trust Company, SEI Global Fund Services Ltd., SEI Investments Global Limited, SEI Global Master Fund, SEI Global Investments Fund and SEI Global Assets Fund.
Former Directorships: Trustee of SEI Investments Management Corporation, SEI Trust Company, SEI Investments (South Africa), Limited and SEI Investments (Canada) Company to 2018.
29
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OCTOBER 31, 2020 | ||||
(Unaudited) | ||||
TRUSTEES AND OFFICERS OF THE ADVISORS INNER CIRCLE FUND II
|
1 |
Each Trustee shall hold office during the lifetime of this Trust until the election and qualification of his or her successor, or until he or she sooner dies, resigns, or is removed in accordance with the Trusts Declaration of Trust. |
2 |
Directorships of Companies required to report to the Securities and Exchange Commission under the Securities Exchange Act of 1934 (i.e., public companies) or other investment companies under the 1940 Act. |
3 |
Trustees oversee 18 funds in The Advisors Inner Circle Fund II. |
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(Unaudited) | ||||
Other Directorships
Held in the Past Five Years2
Current Directorships: Trustee of The Advisors Inner Circle Fund, Bishop Street Funds, The KP Funds and Frost Family of Funds. Director of RQSI GAA Systematic Global Macro Fund, Ltd.
Former Directorships: Director of The Korea Fund, Inc. to 2019.
Current Directorships: Trustee of The Advisors Inner Circle Fund, Bishop Street Funds, The KP Funds, SEI Asset Allocation Trust, SEI Daily Income Trust, SEI Institutional International Trust, SEI Institutional Managed Trust, SEI Institutional Investments Trust, SEI Tax Exempt Trust, Adviser Managed Trust, New Covenant Funds, SEI Insurance Products Trust and SEI Catholic Values Trust. Director of Federal Agricultural Mortgage Corporation (Farmer Mac) since 1997 and RQSI GAA Systematic Global Macro Fund, Ltd.
Former Directorships: Trustee of SEI Liquid Asset Trust to 2016.
Current Directorships: Trustee of The Advisors Inner Circle Fund, Bishop Street Funds and The KP Funds. Director of RQSI GAA Systematic Global Macro Fund, Ltd.
Current Directorships: Trustee of The Advisors Inner Circle Fund, Bishop Street Funds, The KP Funds and Frost Family of Funds. Director of RQSI GAA Systematic Global Macro Fund, Ltd.
Former Directorships: Trustee of Villanova University Alumni Board of Directors to 2018.
Current Directorships: Trustee of The Advisors Inner Circle Fund, Bishop Street Funds, The KP Funds and Frost Family of Funds. Director of Stone Harbor Investments Funds (8 Portfolios), Stone Harbor Emerging Markets Income Fund (closed-end fund) and Stone Harbor Emerging Markets Total Income Fund (closed-end fund). Director of RQSI GAA Systematic Global Macro Fund, Ltd.
Current Directorships: Trustee/Director of The Advisors Inner Circle Fund, Bishop Street Funds, The KP Funds, SEI Structured Credit Fund, LP, SEI Daily Income Trust, SEI Institutional International Trust, SEI Institutional Investments Trust, SEI Institutional Managed Trust, SEI Asset Allocation Trust, SEI Tax Exempt Trust, Adviser Managed Trust, New Covenant Funds, SEI Insurance Products Trust and SEI Catholic Values Trust. Director of RQSI GAA Systematic Global Macro Fund, Ltd.
Former Directorships: Trustee of SEI Liquid Asset Trust to 2016. Trustee/ Director of State Street Navigator Securities Lending Trust to 2017. Member of the independent review committee for SEIs Canadian-registered mutual funds to 2017.
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(Unaudited) | ||||
TRUSTEES AND OFFICERS OF THE ADVISORS INNER CIRCLE FUND II
|
Name and Year of Birth |
Position(s) with Trust and Length of Time Served |
Principal Occupation(s) in the Past Five Years |
||
OFFICERS
|
||||
Michael Beattie (Born: 1965) |
President (Since 2011)
|
Director of Client Service, SEI Investments Company, since 2004.
|
||
James Bernstein (Born: 1962) |
Vice President and Assistant Secretary (Since 2017) |
Attorney, SEI Investments, since 2017.
Prior Positions: Self-employed consultant, 2017. Associate General Counsel & Vice President, Nationwide Funds Group and Nationwide Mutual Insurance Company, from 2002 to 2016. Assistant General Counsel & Vice President, Market Street Funds and Provident Mutual Insurance Company, from 1999 to 2002.
|
||
John Bourgeois (Born: 1973) |
Assistant Treasurer (Since 2017)
|
Fund Accounting Manager, SEI Investments, since 2000. | ||
Stephen Connors (Born: 1984) |
Treasurer, Controller and Chief Financial Officer (Since 2015)
|
Director, SEI Investments, Fund Accounting, since 2014. Audit Manager, Deloitte & Touche LLP, from 2011 to 2014. | ||
Russell Emery (Born: 1962) |
Chief Compliance Officer (Since 2006) |
Chief Compliance Officer of SEI Structured Credit Fund, LP since 2007. Chief Compliance Officer of The Advisors Inner Circle Fund, Bishop Street Funds, The KP Funds, Frost Family of Funds, The Advisors Inner Circle Fund III, Gallery Trust, Schroder Series Trust, Schroder Global Series Trust, SEI Institutional Managed Trust, SEI Asset Allocation Trust, SEI Institutional International Trust, SEI Institutional Investments Trust, SEI Daily Income Trust, SEI Tax Exempt Trust, Adviser Managed Trust, New Covenant Funds, SEI Insurance Products Trust and SEI Catholic Values Trust. Chief Compliance Officer of OConnor EQUUS (closed-end investment company) to 2016. Chief Compliance Officer of SEI Liquid Asset Trust to 2016. Chief Compliance Officer of Winton Series Trust to 2017. Chief Compliance Officer of Winton Diversified Opportunities Fund (closed-end investment company) to 2018.
|
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(Unaudited) | ||||
Other Directorships
Held in the Past Five Years
None.
None.
None.
None.
None.
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(Unaudited) | ||||
TRUSTEES AND OFFICERS OF THE ADVISORS INNER CIRCLE FUND II
|
Name and Year of Birth |
Position(s) Held with Trust and Length of Time Served |
Principal Occupation(s) During the Past Five Years |
||
OFFICERS (continued)
|
||||
Eric C. Griffith (Born: 1969) |
Vice President and Assistant Secretary (Since 2019)
|
Counsel at SEI Investments since 2019. Vice President and Assistant General Counsel, JPMorgan Chase & Co., from 2012 to 2018. | ||
Matthew M. Maher (Born: 1975) |
Vice President (Since 2018) and Secretary (Since 2020)
|
Counsel at SEI Investments since 2018. Attorney, Blank Rome LLP, from 2015 to 2018. Assistant Counsel & Vice President, Bank of New York Mellon, from 2013 to 2014. Attorney, Dilworth Paxson LLP, from 2006 to 2013. | ||
Robert Morrow (Born: 1968) |
Vice President (Since 2017)
|
Account Manager, SEI Investments, since 2007. | ||
Bridget E. Sudall (Born: 1980) |
Anti-Money Laundering Compliance Officer and Privacy Officer (Since 2015)
|
Senior Associate and AML Officer, Morgan Stanley Alternative Investment Partners, from 2011 to 2015. Investor Services Team Lead, Morgan Stanley Alternative Investment Partners, from 2007 to 2011. |
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(Unaudited) | ||||
Other Directorships
Held in the Past Five Years
None.
None.
None.
None.
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NOTICE TO SHAREHOLDERS (Unaudited)
|
For shareholders that do not have an October 31, 2020 tax year end, this notice is for informational purposes only. For shareholders with an October 31, 2020 tax year end, please consult your tax advisor as to the pertinence of this notice. For the fiscal year ended October 31, 2020, the Fund is designating the following items with regard to distributions paid during the year:
Long
Term
|
Ordinary
Income Distribution |
Total
Distributions |
Qualifying
for Corporate Dividends Received Deduction(1) |
Qualifying
Dividend Income(2) |
U.S.
Government Interest(3) |
Interest
Related Dividends(4) |
Short-term
Capital Gain Dividends(5) |
Qualifying
Business Income(6) |
||||||||
0.00% | 100.00% | 100.00% | 100.00% | 100.00% | 0.00% | 0.00% | 0.00% | 0.00% |
(1) |
Qualifying dividends represent dividends which qualify for the corporate dividends received deduction and is reflected as a percentage of ordinary Income distributions (the total of short-term capital gain and net investment income distributions). |
(2) |
The percentage in this column represents the amount of Qualifying Dividend Income as created by the Jobs and Growth Tax Relief Reconciliation Act of 2003 and is reflected as a percentage of ordinary income distributions (the total of short-term capital gain and net investment income distributions). It is the intention of each of the aforementioned funds to designate the maximum amount permitted by law. |
(3) |
U.S. Government Interest represents the amount of interest that was derived from direct U.S. Government obligations and distributed during the fiscal year. This amount is reflected as a percentage of ordinary income. Generally, interest from direct U.S. Government obligations is exempt from state income tax. However, for shareholders who are residents of California, Connecticut and New York, the statutory threshold requirements were not satisfied to permit exemption of these amounts from state income. |
(4) |
The percentage in this column represents the amount of Interest Related Dividends and is reflected as a percentage of ordinary income distribution. Interest related dividends are exempt from U.S. withholding tax when paid to foreign investors. |
(5) |
The percentage in this column represents the amount of Short-Term Capital Gain Dividends and is reflected as a percentage of short-term capital gain distribution that is exempt from U.S. withholding tax when paid to foreign investors. |
(6) |
The percentage in this column represents that amount of ordinary dividend income that qualified for 20% Business Income Deduction. |
The information reported herein may differ from the information and distributions taxable to the shareholder for the calendar year ending December 31, 2020. Complete information will be computed and reported with your 2020 Form 1099-DIV.
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Cardinal Small Cap Value Fund
PO Box 588
Portland, ME 04112
1-844-CCM-SEIC
Adviser:
Cardinal Capital Management, L.L.C.
Four Greenwich Office Park
Greenwich, Connecticut 06831
Distributor:
SEI Investments Distribution Co.
One Freedom Valley Drive
Oaks, PA 19456
Administrator:
SEI Investments Global Funds Services
One Freedom Valley Drive
Oaks, PA 19456
Legal Counsel:
Morgan, Lewis & Bockius LLP
1701 Market Street
Philadelphia, Pennsylvania 19103
This information must be preceded or accompanied by
a current prospectus for the Fund.
CAR-AR-001-0700
Item 2. |
Code of Ethics. |
The Registrant has adopted a code of ethics that applies to the Registrants principal executive officer, principal financial officer, controller or principal accounting officer, and any person who performs a similar function. There have been no amendments to or waivers granted to this code of ethics during the period covered by this report.
Item 3. |
Audit Committee Financial Expert. |
(a)(1) The Registrants board of trustees has determined that the Registrant has at least one audit committee financial expert serving on the audit committee.
(a)(2) The audit committee financial experts are George Sullivan and Robert Mulhall, and each whom is considered to be independent, as that term is defined in Form N-CSR Item 3(a)(2).
Item 4. |
Principal Accountant Fees and Services. |
Fees billed by PricewaterhouseCoopers LLP (PwC) relate to The Advisors Inner Circle Fund II (the Trust).
PwC billed the Trust aggregate fees for services rendered to the Trust for the last two fiscal years as follows:
2020 | 2019 | |||||||||||||||||||||||||
All fees and
services to the Trust that were pre-approved |
All fees and
services to service affiliates that were pre-approved |
All other
fees and services to service affiliates that did not require pre-approval |
All fees and
services to the Trust that were pre-approved |
All fees and
services to service affiliates that were pre-approved |
All other
fees and services to service affiliates that did not require pre-approval |
|||||||||||||||||||||
(a) | Audit Fees(1) | $ | 372,635 | None | None | $ | 123,000 | None | None | |||||||||||||||||
(b) | Audit-Related Fees | None | None | None | None | None | None | |||||||||||||||||||
(c) | Tax Fees(2) | None | None | $ | 418,800 | None | None | $ | 105,000 | |||||||||||||||||
(d) | All Other Fees | None | None | None | None | None | None |
Fees billed by Ernst & Young LLP (E&Y) related to the Trust
E&Y billed the Trust aggregate fees for services rendered to the Trust for the last two fiscal years as follows:
2020 | 2019 | |||||||||||||||||||||||||
All fees and
services to the Trust that were pre-approved |
All fees and
services to service affiliates that were pre-approved |
All other
fees and services to service affiliates that did not require pre-approval |
All fees and
services to the Trust that were pre-approved |
All fees and
services to service affiliates that were pre-approved |
All other
fees and services to service affiliates that did not require pre-approval |
|||||||||||||||||||||
(a) | Audit Fees(1) | $ | 31,310 | None | None | $ | 20,118 | None | None | |||||||||||||||||
(b) | Audit-Related Fees | None | None | None | None | None | None | |||||||||||||||||||
(c) | Tax Fees | None | None | None | None | None | None | |||||||||||||||||||
(d) | All Other Fees | None | None | None | None | None | None |
Notes:
(1) |
Audit fees include amounts related to the audit of the Trusts annual financial statements and services normally provided by the accountant in connection with statutory and regulatory filings. |
(2) |
Tax return preparation fees for affiliates of the Funds. |
(e)(1) The Trusts Audit Committee has adopted and the Board of Trustees has ratified an Audit and Non-Audit Services Pre-Approval Policy (the Policy), which sets forth the procedures and the conditions pursuant to which services proposed to be performed by the independent auditor of the Funds may be pre-approved.
The Policy provides that all requests or applications for proposed services to be provided by the independent auditor must be submitted to the Registrants Chief Financial Officer (CFO) and must include a detailed description of the services proposed to be rendered. The CFO will determine whether such services:
1. |
require specific pre-approval; |
2. |
are included within the list of services that have received the general pre-approval of the Audit Committee pursuant to the Policy; or |
3. |
have been previously pre-approved in connection with the independent auditors annual engagement letter for the applicable year or otherwise. In any instance where services require pre-approval, the Audit Committee will consider whether such services are consistent with SECs rules and whether the provision of such services would impair the auditors independence. |
Requests or applications to provide services that require specific pre-approval by the Audit Committee will be submitted to the Audit Committee by the CFO. The Audit Committee will be
informed by the CFO on a quarterly basis of all services rendered by the independent auditor. The Audit Committee has delegated specific pre-approval authority to either the Audit Committee Chair or financial expert, provided that the estimated fee for any such proposed pre-approved service does not exceed $100,000 and any pre-approval decisions are reported to the Audit Committee at its next regularly-scheduled meeting.
Services that have received the general pre-approval of the Audit Committee are identified and described in the Policy. In addition, the Policy sets forth a maximum fee per engagement with respect to each identified service that has received general pre-approval.
All services to be provided by the independent auditor shall be provided pursuant to a signed written engagement letter with the Registrant, the investment adviser, or applicable control affiliate (except that matters as to which an engagement letter would be impractical because of timing issues or because the matter is small may not be the subject of an engagement letter) that sets forth both the services to be provided by the independent auditor and the total fees to be paid to the independent auditor for those services.
In addition, the Audit Committee has determined to take additional measures on an annual basis to meet the Audit Committees responsibility to oversee the work of the independent auditor and to assure the auditors independence from the Registrant, such as (a) reviewing a formal written statement from the independent auditor delineating all relationships between the independent auditor and the Registrant, and (b) discussing with the independent auditor the independent auditors methods and procedures for ensuring independence.
(e)(2) Percentage of fees billed applicable to non-audit services pursuant to waiver of pre-approval requirement were as follows (PwC):
2020 | 2019 | |||||||
Audit-Related Fees |
None | None | ||||||
Tax Fees |
None | None | ||||||
All Other Fees |
None | None |
(e)(2) Percentage of fees billed applicable to non-audit services pursuant to waiver of pre-approval requirement were as follows (E&Y):
2020 | 2019 | |||||||
Audit-Related Fees |
None | None | ||||||
Tax Fees |
None | None | ||||||
All Other Fees |
None | None |
(f) Not applicable.
(g) The aggregate non-audit fees and services billed by PwC for services rendered to the Registrant, and rendered to the Registrants investment adviser (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser), and any entity controlling, controlled by, or under common control with the adviser that provides ongoing services to the Registrant for the last two fiscal-years-ended October 31st were $418,800 and $105,000 for 2020 and 2019, respectively.
(g) The aggregate non-audit fees and services billed by E&Y for services rendered to the Registrant, and rendered to the Registrants investment adviser (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser), and any entity controlling, controlled by, or under common control with the adviser that provides ongoing services to the Registrant for the last two fiscal-years-ended October 31st were $0 and $0 for 2020 and 2019, respectively.
(h) During the past fiscal year, all non-audit services provided by the Registrants principal accountant to either the Registrants investment adviser or to any entity controlling, controlled by, or under common control with the Registrants investment adviser that provides ongoing services to the Registrant were pre-approved by the Audit Committee of Registrants Board of Trustees. Included in the Audit Committees pre-approval of these non-audit service were the review and consideration as to whether the provision of these non-audit services is compatible with maintaining the principal accountants independence.
Item 5. |
Audit Committee of Listed Registrants. |
Not applicable to open-end management investment companies.
Item 6. |
Schedule of Investments |
Schedule of Investments is included as part of the Report to Shareholders filed under Item 1 of this form.
Item 7. |
Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies. |
Not applicable to open-end management investment companies.
Item 8. |
Portfolio Managers of Closed-End Management Investment Companies |
Not applicable to open-end management investment companies. Effective for closed-end management investment companies for fiscal-years-ending on or after December 31, 2005.
Item 9. |
Purchases of Equity Securities by Closed-End Management Company and Affiliated Purchasers. |
Not applicable to open-end management investment companies.
Item 10. |
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 Registrants Board of Trustees during the period covered by this report.
Item 11. |
Controls and Procedures. |
(a) The Registrants principal executive and principal financial officers, or persons performing similar functions, have concluded that the Registrants 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 Exchange Act (17 CFR § 240.13a-15(b) or § 240.15d-15(b)).
(b) There has been no change in the Registrants internal control over financial reporting (as defined in Rule 30a-3(d) under the Act (17 CFR § 270.3a-3(d)) that occurred during the period
covered by this report that has materially affected, or is reasonably likely to materially affect, the Registrants internal control over financial reporting.
Items 12. |
Disclosure of Securities Lending Activities for Closed-End Management Investment Companies. |
Not applicable to open-end management investment companies.
Items 13. |
Exhibits. |
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 II | |||||
By (Signature and Title)* |
/s/ Michael Beattie |
|||||
Michael Beattie, President | ||||||
Date: January 7, 2021 |
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, President | ||||||
Date: January 7, 2021 |
By (Signature and Title)* | /s/ Stephen Connors | |||||
|
||||||
Stephen Connors, | ||||||
Treasurer, Controller, and CFO | ||||||
Date: January 7, 2021 |
* |
Print the name and title of each signing officer under his or her signature. |
Policy Statement: Sarbanes-Oxley effected sweeping corporate disclosure and financial reporting reform on public companies, including mutual funds, to address corporate malfeasance and assure investors that the companies in which the investors invest are accurately and completely disclosing financial information. Under Sarbanes-Oxley, all public companies (including the Funds) must either have a code of ethics for their senior financial officers, or disclose why the company does not have a code of ethics. Sarbanes-Oxley was intended to foster corporate environments which encourage employees to question and report unethical and potentially illegal business practices.
Each Fund has chosen to adopt a code of ethics (Code of Ethics for Financial Officers) to encourage the Funds Principal Executive Officer, Principal Financial, and Accounting Officer and Controller (the Financial Officers) for the purpose of promoting:
|
Honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships. |
|
Full, fair, accurate, timely, and understandable disclosure in reports and documents that a registrant files with, or submits to, the SEC and in other public communications made by the Funds. |
|
Compliance with applicable laws and governmental rules and regulations. |
|
Prompt internal reporting of violations of the Code of Ethics for Financial Officers to an appropriate person or persons identified in the Code of Ethics of Financial Officers. |
|
Accountability for adherence to the Code of Ethics for Financial Officers. |
Procedures: The Funds have adopted the following procedures regarding this matter:
A compliance officer is responsible for monitoring compliance with these procedures.
FINANCIAL OFFICER CODE OF ETHICS
I. |
Introduction |
The reputation and integrity of Series Trusts, (each a Trust and, collectively, the Trusts) are valuable assets that are vital to the each Trusts success. The Trusts senior financial officers (SFOs) are responsible for conducting the Trusts business in a manner that demonstrates a commitment to the highest standards of integrity. The Trusts SFOs include the principal executive officer, the principal financial officer, comptroller or principal accounting officer, and any person who performs a similar function.
The Sarbanes-Oxley Act of 2002 (the Act) effected sweeping corporate disclosure and financial reporting reform on public companies, including mutual funds, to address corporate malfeasance and assure investors that the companies in which the investors invest are accurately and completely disclosing financial information. Under the Act, all public companies (including
the Trusts) must either have a code of ethics for their SFOs, or disclose why the company does not have a code of ethics. The Act was intended to foster corporate environments which encourage employees to question and report unethical and potentially illegal business practices. Each Trust has chosen to adopt this Financial Officer Code of Ethics (the Code) to encourage the Trusts SFOs to act in a manner consistent with the highest principles of ethical conduct.
II. |
Purposes of the Code |
The purposes of this Code are:
1. |
To promote honest and ethical conduct by each Trusts SFOs, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships; |
2. |
To assist each Trusts SFOs in recognizing and avoiding conflicts of interest, including disclosing to an appropriate person any material transaction or relationship that reasonably could be expected to give rise to such a conflict; |
3. |
To promote full, fair, accurate, timely, and understandable disclosure in reports and documents that the Trusts file with, or submit to, the SEC and in other public communications made by the Trusts; |
4. |
To promote compliance with applicable laws, rules, and regulations; |
5. |
To encourage the prompt internal reporting to an appropriate person of violations of this Code; and |
6. |
To establish accountability for adherence to this Code. |
III. |
Questions about this Code |
Each Trusts compliance officer designated to oversee compliance with the Trusts Code of Ethics adopted pursuant to Rule 17j-1 shall serve as Compliance Officer for the implementation and administration of this Code. You should direct your questions about this Code to the Compliance Officer.
IV. |
Conduct Guidelines |
Each Trust has adopted the following guidelines under which the Trusts SFOs must perform their official duties and conduct the business affairs of the Trust.
1. |
Ethical and honest conduct is of paramount importance. Each Trusts SFOs must act with honesty and integrity and avoid violations of this Code, including the avoidance of actual or apparent conflicts of interest with the Trust in personal and professional relationships. |
2. |
SFOs must disclose material transactions or relationships. Each Trusts SFOs must disclose to the Compliance Officer any actual or apparent conflicts of interest the SFO may have with the Trust that reasonably could be expected to give rise to any violations of this Code. Such conflicts of interest may arise as a result of material transactions or business or personal relationships to which the SFO may be a party. If it is not possible to disclose the matter to the Compliance Officer, the matter should be disclosed to the |
Trusts Chief Financial Officer, Chief Executive Officer, or another appropriate person. In addition to disclosing any actual or apparent conflicts of interest in which an SFO is personally involved, the Trusts SFOs have an obligation to report any other actual or apparent conflicts which the SFOs discover or of which the SFOs otherwise become aware. If you are unsure whether a particular fact pattern gives rise to a conflict of interest, or whether a particular transaction or relationship is material, you should bring the matter to the attention of the Compliance Officer. |
3. |
Standards for quality of information shared with service providers of the Trusts. Each Trusts SFOs must at all times seek to provide information to the Trusts service providers (adviser, administrator, outside auditor, outside counsel, custodian, etc.) that is accurate, complete, objective, relevant, timely, and understandable. |
4. |
Standards for quality of information included in periodic reports. Each Trusts SFOs must at all times endeavor to ensure full, fair, timely, accurate, and understandable disclosure in the Trusts periodic reports. |
5. |
Compliance with laws. Each Trusts SFOs must comply with the federal securities laws and other laws and rules applicable to the Trusts, such as the Internal Revenue Code. |
6. |
Standard of care. Each Trusts SFOs must at all times act in good faith and with due care, competence, and diligence, without misrepresenting material facts or allowing your independent judgment to be subordinated. Each Trusts SFOs must conduct the affairs of the Trust in a responsible manner, consistent with this Code. |
7. |
Confidentiality of information. Each Trusts SFOs must respect and protect the confidentiality of information acquired in the course of their professional duties, except when authorized by the Trust to disclose this information or where disclosure is otherwise legally mandated. You may not use confidential information acquired in the course of your work for personal advantage. |
8. |
Sharing of information and educational standards. Each Trusts SFOs should share information with relevant parties to keep these parties informed of the business affairs of the Trust, as appropriate, and to maintain skills important and relevant to the Trusts needs. |
9. |
Promote ethical conduct. Each Trusts SFOs at all times should proactively promote ethical behavior among peers in the SFOs work environment. |
10. |
Standards for recordkeeping. Each Trusts SFOs at all times must endeavor to ensure that the Trusts financial books and records are thoroughly and accurately maintained to the best of the SFOs knowledge in a manner consistent with applicable laws and this Code. |
V. |
Waivers of this Code |
You may request a waiver of a provision of this Code by submitting your request in writing to the Compliance Officer for appropriate review. For example, if a family member works for a service provider that prepares a Trusts financial statements, you may have a potential conflict of interest in reviewing those statements and should seek a waiver of this Code to review the work. An executive officer of each Trust, or another appropriate person (such as a designated Board or Audit Committee member), will decide whether to grant a waiver. All waivers of this code must be disclosed to the applicable Trusts shareholders and the designated Board to the extent required by SEC rules.
VI. |
Affirmation of the Code |
Upon adoption of the Code, each Trusts SFOs must affirm in writing that the SFO has received, has read, and understands the Code, and annually thereafter must affirm that they have complied with the requirements of the Code. To the extent necessary, each Trusts Compliance Officer will provide guidance on the conduct required by this Code and the manner in which violations or suspected violations must be reported and waivers must be requested.
VII. |
Reporting Violations |
In the event that an SFO discovers or, in good faith, suspects a violation of this Code, the SFO must immediately report the violation or suspected violation to the Compliance Officer. The Compliance Officer, in his or her discretion, may consult with another member of the Trusts senior management or the Board in determining how to address the suspected violation. For example, a Code violation may occur when a periodic report or financial statement of a Trust omits a material fact, or is technically accurate but, in the view of the SFO, is written in a way that obscures the reports or financial statements meaning.
SFOs who report violations or suspected violations in good faith will not be subject to retaliation of any kind. Reported violations will be investigated and addressed promptly and will be treated as confidential to the extent possible.
VIII. |
Violations of the Code |
Dishonest or unethical conduct or conduct that is illegal will constitute a violation of this Code, regardless of whether this Code specifically refers to such particular conduct. A violation of this Code may result in disciplinary action, up to and including removal as an SFO of the Trust. A variety of laws apply to the Trusts and their operations, including the Securities Act of 1933, the Investment Company Act of 1940, state laws relating to duties owed by Trust officers, and criminal laws. The Trusts will report any suspected criminal violations to the appropriate authorities, and will investigate, address, and report, as appropriate, non-criminal violations.
CERTIFICATION
Pursuant to Rule 30a-2(a) under the Investment Company Act of 1940
and Section 302 of the Sarbanes-Oxley Act of 2002
I, Michael Beattie, certify that:
1. |
I have reviewed this report on Form N-CSR of The Advisors Inner Circle Fund II (the Registrant); |
2. |
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. |
Based on my knowledge, the financial statements, and other financial information, included in this report fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the Registrant as of, and for, the periods presented in this report; |
4. |
The Registrants other certifying officer(s), if any, and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the Registrant and have: |
(a) |
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
(b) |
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
(c) |
Evaluated the effectiveness of the Registrants disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report, based on such evaluation; and |
(d) |
Disclosed in this report any change in the Registrants internal control over financial reporting that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, the Registrants internal control over financial reporting; and |
5. |
The Registrants other certifying officer(s) and I have disclosed to the Registrants auditors and the audit committee of the Registrants board of directors (or persons performing the equivalent functions): |
(a) |
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrants ability to record, process, summarize, and report financial information; and |
(b) |
Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrants internal control over financial reporting. |
Date: January 7, 2021 |
/s/ Michael Beattie |
Michael Beattie |
President |
CERTIFICATION
Pursuant to Rule 30a-2(a) under the Investment Company Act of 1940
and Section 302 of the Sarbanes-Oxley Act of 2002
I, Stephen Connors, certify that:
1. |
I have reviewed this report on Form N-CSR of The Advisors Inner Circle Fund II (the Registrant); |
2. |
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. |
Based on my knowledge, the financial statements, and other financial information, included in this report fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the Registrant as of, and for, the periods presented in this report; |
4. |
The Registrants other certifying officer(s), if any, and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the Registrant and have: |
(a) |
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
(b) |
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
(c) |
Evaluated the effectiveness of the Registrants disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report, based on such evaluation; and |
(d) |
Disclosed in this report any change in the Registrants internal control over financial reporting that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, the Registrants internal control over financial reporting; and |
5. |
The Registrants other certifying officer(s) and I have disclosed to the Registrants auditors and the audit committee of the Registrants board of directors (or persons performing the equivalent functions): |
(a) |
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrants ability to record, process, summarize, and report financial information; and |
(b) |
Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrants internal control over financial reporting. |
Date: January 7, 2021 |
/s/ Stephen Connors |
Stephen Connors Treasurer, Controller, and CFO |
CERTIFICATION
Pursuant to 18 U.S.C. Section 1350,
As Adopted Pursuant to Section 906
of the Sarbanes-Oxley Act of 2002
The undersigned, the President of The Advisors Inner Circle Fund II (the Fund), with respect to the Funds Form N-CSR for the period ended October 31, 2020, as filed with the Securities and Exchange Commission, hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:
1. |
such Form N-CSR fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
2. |
the information contained in such Form N-CSR fairly presents, in all material respects, the financial condition and results of operations of the Fund. |
Dated: January 7, 2021
/s/ Michael Beattie |
Michael Beattie |
President |
CERTIFICATION
Pursuant to 18 U.S.C. Section 1350,
As Adopted Pursuant to Section 906
of the Sarbanes-Oxley Act of 2002
The undersigned, the Treasurer, Controller, and CFO of The Advisors Inner Circle Fund II (the Fund), with respect to the Funds Form N-CSR for the period ended October 31, 2020, as filed with the Securities and Exchange Commission, hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:
1. |
such Form N-CSR fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
2. |
the information contained in such Form N-CSR fairly presents, in all material respects, the financial condition and results of operations of the Fund. |
Dated: January 7, 2021
/s/ Stephen Connors |
Stephen Connors |
Treasurer, Controller, and CFO |