Consolidated ssr-output-EDGAR XBRL File

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

________

 

FORM N-CSRS

________

 

CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT

INVESTMENT COMPANIES

 

Investment Company Act File Number 811-07102

 

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)

 

Registrant’s telephone number, including area code: (877) 446-3863

 

Date of fiscal year end: October 31, 2025

 

Date of reporting period: April 30, 2025

 

 

 

 

 

 

Item 1. Reports to Stockholders.

 

(a) A copy of the report transmitted to stockholders pursuant to Rule 30e-1 under the Investment Company Act of 1940, as amended (the “Act”) (17 CFR § 270.30e-1), is attached hereto.

 

 

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The Advisors' Inner Circle Fund II

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PMV Adaptive Risk Parity ETF 

Ticker: ARP

Principal Listing Exchange: NYSE Arca

Semi-Annual Shareholder Report: April 30, 2025

This semi-annual shareholder report contains important information about the PMV Adaptive Risk Parity ETF (the "Fund") for the period from November 1, 2024 to April 30, 2025. You can find additional information about the Fund at https://www.pmvcapital.com/arp. You can also request this information by contacting us at 1-888-495-9115 

What were the Fund costs for the last six months?

(based on a hypothetical $10,000 investment) 

Fund Name
Costs of a $10,000 investment
Costs paid as a percentage of a $10,000 investment
PMV Adaptive Risk Parity ETF
$60
1.20%

Key Fund Statistics as of April 30, 2025

Total Net Assets
Number of Holdings
Total Advisory Fees Paid
Portfolio Turnover Rate
$39,910,498
8
$37,489
87%

What did the Fund invest in?

Asset WeightingsFootnote Reference*

Holdings Chart
Value
Value
Closed-End Fund
21.0%
Exchange-Traded Funds
77.9%
FootnoteDescription
Footnote*
Percentages are calculated based on total net assets.

Top Holdings

Holding Name
Percentage of Total Net Assets
iShares Short Treasury Bond ETF
25.1%
WisdomTree Bloomberg U.S. Dollar Bullish Fund
21.3%
Sprott Physical Gold Trust
21.0%
Vanguard S&P 500 ETF
10.0%
Vanguard FTSE Developed Markets ETF
6.3%
Vanguard FTSE Emerging Markets ETF
5.3%
Vanguard Long-Term Treasury ETF
5.2%
Invesco Optimum Yield Diversified Commodity Strategy No K-1 ETF
4.8%

Changes in and Disagreements with Accountants 

There were no changes in or disagreements with accountants during the reporting period.

Additional Information

For additional information about the Fund, including its prospectus, financial information, holdings, and proxy voting information, call or visit:

  • 1-888-495-9115 

  • https://www.pmvcapital.com/arp 

An image of a QR code that, when scanned, navigates the user to the following URL: https://confluence.com

Householding

Rule 30e-1 of the Investment Company Act of 1940 permits funds to transmit only one copy of a proxy statement, annual report or semi-annual report to shareholders (who need not be related) with the same residential, commercial or electronic address, provided that the shareholders have consented in writing and the reports are addressed either to each shareholder individually or to the shareholders as a group. This process is known as “householding” and is designed to reduce the duplicate copies of materials that shareholders receive and to lower printing and mailing costs for funds. Once implemented, if you would like to discontinue householding for your accounts, please call toll-free at 1-888-495-9115 to request individual copies of these documents. Once the Fund receives notice to stop householding, we will begin sending individual copies 30 days after receiving your request.

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ARP-SAR-2025

 

(b) Not applicable.

 

Item 2. Code of Ethics.

 

Not applicable for semi-annual report.

 

Item 3. Audit Committee Financial Expert.

 

Not applicable for semi-annual report.

 

Item 4. Principal Accountant Fees and Services.

 

Not applicable for semi-annual report.

 

Item 5. Audit Committee of Listed Registrants.

 

Not applicable to open-end management investment companies.

 

Item 6. Schedule of Investments.

 

(a) The Schedules of Investments are included as part of the Financial Statements and Other Information filed under Item 7 of this form.

 

(b) Not applicable.

 

 

 

Item 7. Financial Statements and Financial Highlights for Open-End Management Investment Companies.

 

Financial statements and financial highlights are filed herein.

 

 

 

 
 
THE ADVISORS' INNER CIRCLE FUND II PMV
ADAPTIVE RISK PARITY ETF
APRIL 30, 2025

 

 

TABLE OF CONTENTS

 

 

Financial Statements (Form N-CSRS Item 7)  
Schedule of Investments 1
Statement of Assets and Liabilities 2
Statement of Operations 3
Statements of Changes in Net Assets 4
Financial Highlights 5
Notes to Financial Statements 6
Other Information (Form N-CSRS Items 8-11) 21

 

 
 

THE ADVISORS' INNER CIRCLE FUND II PMV
ADAPTIVE RISK PARITY ETF
APRIL 30, 2025
(Unaudited)

 

SCHEDULE OF INVESTMENTS  

EXCHANGE-TRADED FUNDS — 77.9%

 

    Shares     Fair Value  
Invesco Optimum Yield Diversified Commodity Strategy No K-1 ETF     154,329     $ 1,919,853  
iShares Short Treasury Bond ETF     90,680       10,016,513  
Vanguard FTSE Developed Markets ETF     47,294       2,500,434  
Vanguard FTSE Emerging Markets ETF     46,480       2,103,220  
Vanguard Long-Term Treasury ETF     36,515       2,075,512  
Vanguard S&P 500 ETF     7,799       3,975,462  
WisdomTree Bloomberg U.S. Dollar Bullish Fund     323,363       8,488,279  
              31,079,273  
Total Exchange-Traded Funds                
(Cost $31,450,131)             31,079,273  
                 
CLOSED-END FUND — 21.0%                
Sprott Physical Gold Trust*     333,065       8,373,254  
                 
Total Closed-End Fund                
(Cost $6,526,564)             8,373,254  
                 
Total Investments - 98.9%                
(Cost $37,976,695)           $ 39,452,527  

 

Percentages are based on Net Assets of $39,910,498.

* Non-income producing security.

 

ETF — Exchange-Traded Fund

FTSE — Financial Times Stock Exchange

S&P — Standard & Poor's

 

As of April 30, 2025, all of the Fund's investments were considered Level 1, in accordance with the authoritative guidance fair value measurements and disclosure under U.S. generally accepted accounting principles.

 

For more information on valuation inputs, see Note 2 — Significant Accounting Policies in the Notes to Financial Statements.

 

The accompanying notes are an integral part of the financial statements.

1 

 

THE ADVISORS' INNER CIRCLE FUND II PMV
ADAPTIVE RISK PARITY ETF
APRIL 30, 2025
(Unaudited)

 

STATEMENT OF ASSETS AND LIABILITIES

 

Assets:      
Investments, at Value (Cost $37,976,695)   $ 39,452,527  
Cash     504,707  
Receivable for Capital Shares Sold     550,490  
Other Prepaid Expenses     8,336  
Total Assets     40,516,060  
Liabilities:        
Payable for Investment Securities Purchased     544,337  
Payable Due to Investment Adviser     11,550  
Payable Due to Administrator     7,750  
Chief Compliance Officer Fees Payable     3,722  
Payable due to Trustees     2  
Other Accrued Expenses and Other Payables     38,201  
Total Liabilities     605,562  
Commitments and Contingencies †        
Net Assets   $ 39,910,498  
Net Assets Consist of:        
Paid-in Capital   $ 39,408,503  
Total Distributable Earnings     501,995  
Net Assets   $ 39,910,498  
Outstanding Shares of beneficial interest (unlimited authorization — no par value)     1,450,000  
Net Asset Value, Offering and Redemption Price Per Share   $ 27.52  

 

See Note 5 in the Notes to Financial Statements.

 

The accompanying notes are an integral part of the financial statements.

2 

 

THE ADVISORS' INNER CIRCLE FUND II PMV
ADAPTIVE RISK PARITY ETF
FOR THE PERIOD ENDED
APRIL 30, 2025 (Unaudited)

 

STATEMENT OF OPERATIONS

 

Investment Income:      
Dividends   $ 283,557  
Interest     5,042  
Total Investment Income     288,599  
Expenses:        
Investment Advisory Fees     134,364  
Administration Fees     53,862  
Trustees' Fees     19,415  
Chief Compliance Officer Fees     6,035  
Legal Fees     22,482  
Audit Fees     13,831  
Custodian Fees     12,301  
Printing Fees     10,148  
Registration and Filing Fees     5,165  
Other Expenses     9,119  
Total Expenses     286,722  
Less:        
Waiver of Investment Advisory Fees     (96,875 )
Net Expenses     189,847  
Net Investment Income     98,752  
Net Realized Gain on:        
Investments(1)     677,494  
Net Realized Gain     677,494  
Net Change in Unrealized Appreciation (Depreciation) on:        
Investments     (328,592 )
Net Change in Unrealized Appreciation (Depreciation)     (328,592 )
Net Realized and Unrealized Gain     348,902  
Net Increase in Net Assets Resulting from Operations   $ 447,654  

 

(1) Includes realized gains (losses) as a result of In-Kind transactions (See Note 6 in Notes to Financial Statements).

 

The accompanying notes are an integral part of the financial statements.

3 

 

THE ADVISORS' INNER CIRCLE FUND II PMV
ADAPTIVE RISK PARITY ETF
   

 

 

STATEMENTS OF CHANGES IN NET ASSETS

 

    Period Ended
April 30, 2025
    Year Ended
October 31, 2024
 
Operations:            
Net Investment Income   $ 98,752     $ 533,649  
Net Realized Gain(1)     677,494       2,088,722  
Net Change in Unrealized Appreciation (Depreciation)     (328,592 )     1,279,873  
Net Increase in Net Assets Resulting From Operations     447,654       3,902,244  
Distributions:     (1,467,576 )     (604,350 )
Capital Share Transactions:                
Issued     21,446,586       25,489,124  
Redeemed     (8,489,585 )     (23,239,000 )
Net Increase in Net Assets From Capital                
Share Transactions     12,957,001       2,250,124  
Total Increase in Net Assets     11,937,079       5,548,018  
Net Assets:                
Beginning of Period/Period     27,973,419       22,425,401  
End of Period/Period   $ 39,910,498     $ 27,973,419  
Shares Transactions:                
Issued     780,000       920,000  
Redeemed     (310,000 )     (840,000 )
Net Increase in Shares Outstanding From Share Transactions     470,000       80,000  

 

(1) Includes realized gains (losses) as a result of In-Kind transactions (see Note 6 in Notes to Financial Statements).

 

Amount designated as "–" is $0.

 

The accompanying notes are an integral part of the financial statements.

4 

 

THE ADVISORS' INNER CIRCLE FUND II PMV
ADAPTIVE RISK PARITY ETF
 
 

 

FINANCIAL HIGHLIGHTS

 

Selected Per Share Data & Ratios

For a Share Outstanding

Throughout each Year/Period

 

    Six Months Ended
April 30, 2025
(Unaudited)
    Year
Ended
October 31, 2024
    Period
Ended
October 31,
2023(1)
 
Net Asset Value, Beginning of Year/Period   $ 28.54     $ 24.92     $ 25.11  
Income (Loss) from Investment Operations:                        
Net Investment Income (Loss)†     0.09       0.58       (0.03 )
Net Realized and Unrealized Gain (Loss)     0.33       3.71       (0.15 )
Total from Investment Operations     0.42       4.29       (0.18 )
Dividends and Distributions:                        
Net Investment Income     (1.44 )     (0.67 )     (0.01 )
Total Dividends and Distributions     (1.44 )     (0.67 )     (0.01 )
Net Asset Value, End of Year/Period   $ 27.52     $ 28.54     $ 24.92  
Total Return‡     1.54 %     17.57 %     (0.70 )%
Ratios and Supplemental Data                        
Net Assets, End of Year/Period (Thousands)   $ 39,910     $ 27,973     $ 22,425  
Ratio of Expenses to Average Net Assets     1.20 %*††     1.20 %*     1.20 %*††
Ratio of Expenses to Average Net Assets (Excluding Waivers)     1.81 %*††     2.00 %*     2.15 %*††
Ratio of Net Investment Income to Average Net Assets     0.62 %*††     2.17 %*     (0.13 )%*††
Portfolio Turnover Rate‡‡     87 %     259 %     272 %

 

(1) Commenced operations on December 21, 2022.

Per share data calculated using average shares method.
†† Annualized.

Total return and portfolio turnover rate are for the period indicated and have not been annualized. Returns shown do not reflect the deductions of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares.

‡‡ Portfolio turnover rates are for the period indicated and periods of less than one year have not been annualized. Excludes effect of securities received or delivered from processing in-kind creations or redemptions.

* Excludes expenses incurred indirectly as a result of investments in underlying Funds.

 

The accompanying notes are an integral part of the financial statements.

5 

 

THE ADVISORS' INNER CIRCLE FUND II PMV
ADAPTIVE RISK PARITY ETF
APRIL 30, 2025
(Unaudited)

 

 

NOTES TO FINANCIAL STATEMENTS

 

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 (the "1940 Act"), as amended, as an open-end management investment company with 24 funds. The financial statements herein are those of the PMV Adaptive Risk Parity ETF (the "Fund"). The investment objective of the Fund is to seek to generate capital appreciation with lower volatility and reduced correlation to the overall equity market. PMV Capital Advisers, LLC (the "Adviser"), a Texas limited liability company, serves as the Investment Adviser. Vident Asset Management (the "Sub-Adviser"), a Delaware limited liability company, serves as sub-adviser. The Fund is classified as a diversified investment company under the 1940 Act. The Fund commenced operations on December 21, 2022. The financial statements of the remaining funds of the Trust are presented separately. The assets of each fund are segregated, and a shareholder's interest is limited to the fund in which shares are held.

 

Shares of the Fund are listed and traded on the NYSE Arca, Inc. (the "Exchange"). Market prices for shares of the Fund may be different from their net asset value ("NAV"). The Fund issues and redeems shares on a continuous basis to certain institutional investors (typically market makers or other broker-dealers) at NAV only in large blocks of shares, called "Creation Units". Transactions for the Fund are generally conducted in exchange for the deposit or delivery of cash. Once created, shares trade in a secondary market at market prices that change throughout the day in share amounts less than a Creation Unit.

 

2. Significant Accounting Policies:

 

The accompanying financial statements have been prepared in conformity with U.S. generally accepted accounting principles ("U.S. GAAP") and are presented in U.S. dollars which is the functional currency of the Fund. The Fund is an investment company and therefore applies the accounting and reporting guidance issued by the U.S. Financial Accounting Standards Board ("FASB") in Accounting Standards Codification ("ASC") Topic 946, Financial Services — Investment Companies. The following are significant accounting policies which are consistently followed in the preparation of the financial statements.

 

Use of Estimates — The preparation of financial statements requires management to make estimates and assumptions that affect the fair value of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of increases and decreases in net assets from operations during the reporting period. Actual results could differ from those estimates and such differences could be material.

 

Security Valuation — Securities listed on a securities exchange, market or automated quotation system for which quotations are readily available (except for securities traded on NASDAQ), including securities traded over the counter, are valued at the last quoted sale price on an exchange or market (foreign or domestic) on which they are traded on the valuation date (or at approximately 4:00 pm ET if a security's 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.

6 

 

THE ADVISORS' INNER CIRCLE FUND II PMV
ADAPTIVE RISK PARITY ETF
APRIL 30, 2025
(Unaudited)

 

 

Securities for which market prices are not "readily available" are valued in accordance with fair value procedures (the "Fair Value Procedures") established by the Adviser and approved by the Trust's Board of Trustees (the "Board"). Pursuant to Rule 2a-5 under the 1940 Act, the Board has designated the Adviser as the "valuation designee" to determine the fair value of securities and other instruments for which no readily available market quotations are available. The Fair Value Procedures are implemented through a Fair Value Committee (the "Committee") of the Adviser.

 

Some of the more common reasons that may necessitate that a security be valued using fair value procedures include: the security's trading has been halted or suspended; the security has been de-listed from a national exchange; the security's primary trading market is temporarily closed at a time when under normal conditions it would be open; the security has not been traded for an extended period of time; the security's primary pricing source is not able or willing to provide a price; or trading of the security is subject to local government-imposed restrictions.

 

When a security is valued in accordance with the fair value procedures, the Committee will determine the value after taking into consideration relevant information reasonably available to the Committee. As of April 30, 2025, there were no securities held by the Fund which were fair valued by 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:

7 

 

THE ADVISORS' INNER CIRCLE FUND II PMV
ADAPTIVE RISK PARITY ETF
APRIL 30, 2025
(Unaudited)

 

 

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;

 

Level 2 — Other significant observable inputs (includes quoted prices for similar securities, interest rates, prepayment speeds, credit risk, referenced indices, quoted prices in inactive markets, adjusted quoted prices in active markets, adjusted quoted prices on foreign equity securities that were adjusted in accordance with pricing procedures approved by the Board, 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 details of the investment classifications, refer to the Schedule of Investments.

 

Federal Income Taxes — It is the Fund's 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 has been made in the financial statements.

 

The Fund evaluates tax positions taken or expected to be taken in the course of preparing the Fund's tax returns to determine whether it is "more-likely-than-not" (i.e., greater than 50-percent) that each tax position will be sustained upon examination by a taxing authority based on the technical merits of the position. Tax positions not deemed to meet the more-likely-than-not threshold are recorded as a tax benefit or expense in the current period. The Fund did not record any tax provision in the current period. However, management's conclusions regarding tax positions taken may be subject to review and adjustment at a later date based on factors including, but not limited to, examination by tax authorities (i.e., from commencement of operations, as applicable), on-going analysis of and changes to tax laws, regulations and interpretations thereof.

 

As of and during the period ended April 30, 2025, 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 period, the Fund did not incur any interest or penalties.

8 

 

THE ADVISORS' INNER CIRCLE FUND II PMV
ADAPTIVE RISK PARITY ETF
APRIL 30, 2025
(Unaudited)

 

 

Security Transactions and Investment Income — Security transactions are accounted for on trade date. Costs used in determining realized gains and losses on the sale of investment securities are based on the specific identification method. Dividend income and expense are recorded on the ex-dividend date. Dividend income is recorded net of unrecoverable withholding tax. Interest income is recognized on the accrual basis from settlement date. Certain dividends and expenses from foreign securities will be recorded as soon as the Fund is informed of the dividend if such information is obtained subsequent to the ex-dividend date.

 

Expenses — Most expenses of the Trust can be directly attributed to a particular fund. Expenses which cannot be directly attributed to a particular fund are apportioned among the funds of the Trust based on the number of funds and/or relative net assets.

 

Dividends and Distributions to Shareholders — The Fund distributes its net investment income, if any, at least annually, and makes distributions of its net realized capital gains, if any, at least annually. Shareholders of record when distributions are declared are entitled to distributions.

 

Offering Costs — Offering costs, which include registration fees, typesetting and prospectus printing, and preparation of the initial registration agreement, were amortized over a twelve-month period from inception and can be found on the Statement of Operations.

 

Creation Units — The Fund issues and redeems shares at NAV and only in Creation Units, or multiples thereof. Purchasers of Creation Units ("Authorized Participants") at NAV must pay a standard creation transaction fee of $250 per transaction, regardless of the number of Creation Units created in a given transaction. An Authorized Participant who holds Creation Units and wishes to redeem at NAV would also pay a standard minimum redemption transaction fee of $250 per transaction to the custodian on the date of such redemption, regardless of the number of Creation Units redeemed in a given transaction. The creation transaction fee may be waived on certain orders if the Custodian has determined to waive some or all of the creation order costs associated with the order or another party, such as the Adviser, has agreed to pay such fee. The Fund may adjust the creation transaction fee from time to time. The Fund may charge, either in lieu of or in addition to the fixed creation transaction fee, a variable fee for creations and redemptions in order to cover certain non-standard brokerage, tax, foreign exchange, execution, market impact and other costs and expenses related to the execution of trades resulting from such transactions. In all cases, such fees will be limited in accordance with the requirements of the Commission applicable to management investment companies offering redeemable securities.

 

The Adviser may retain all or a portion of the transaction fee to the extent the Adviser bears the expenses that otherwise would be borne by the Trust in connection with the purchase or redemption of a Creation Unit, which the transaction fee is designed to cover.

9 

 

THE ADVISORS' INNER CIRCLE FUND II PMV
ADAPTIVE RISK PARITY ETF
APRIL 30, 2025
(Unaudited)

 

 

Except when aggregated in Creation Units, shares are not redeemable securities of the Fund. Shares of the Fund may only be purchased or redeemed by certain Authorized Participants. An Authorized Participant is either (i) a broker dealer or other participant in the clearing process through the Continuous Net Settlement System of the National Securities Clearing Corporation or (ii) a Depository Trust Company ("DTC") participant and, in each case, must have executed an Authorized Participant Agreement with the Fund's distributor. Most retail investors will not qualify as Authorized Participants or have the resources to buy and sell whole Creation Units. Therefore, they will be unable to purchase or redeem the shares directly from the Fund. Rather, most retail investors will purchase and sell shares in the secondary market with the assistance of a broker and will be subject to customary brokerage commissions or fees.

 

To the extent contemplated by an Authorized Participant Agreement, in the event an Authorized Participant has submitted a redemption request in proper form but is unable to transfer all or part of the shares comprising a Creation Unit to be redeemed to SEI Investments Distribution Co. (the "Distributor"), on behalf of the Fund, by the time as set forth in the Authorized Participant Agreement, the Distributor may nonetheless accept the redemption request in reliance on the undertaking by the Authorized Participant to deliver the missing shares as soon as possible, which undertaking shall be secured by the Authorized Participant's delivery and maintenance of collateral equal to a percentage of the value of the missing shares as specified in the Authorized Participant Agreement. An Authorized Participant Agreement may permit the Fund to use such collateral to purchase the missing shares, and could subject an Authorized Participant to liability for any shortfall between the cost of the Fund acquiring such shares and the value of the collateral. Amounts are disclosed as Segregated Cash Balance from Authorized Participants for Deposit Securities and Collateral Payable upon Return of Deposit Securities on the Statement of Assets and Liabilities, when applicable.

 

3. Transactions with Affiliates:

 

Certain officers of the Trust are also employees of SEI Investments Global Funds Services (the "Administrator"), a wholly owned subsidiary of SEI Investments Company, and/or SEI Investments Distribution Co. (the "Distributor"). Such officers are paid no fees by the Trust, other than the Chief Compliance Officer ("CCO") as described below, for serving as officers of the Trust.

 

The services provided by the CCO and his staff are paid for by the Trust as incurred. The services include regulatory oversight of the Trust's Advisors and service providers as required by SEC regulations. The CCO's services and fees have been approved by and are reviewed by the Board.

10 

 

THE ADVISORS' INNER CIRCLE FUND II PMV
ADAPTIVE RISK PARITY ETF
APRIL 30, 2025
(Unaudited)

 

4. Administration, Distribution, Custodian and Transfer Agent Agreements:

 

The Fund and the Administrator are parties to an Administration Agreement under which the Administrator provides administration services to the Fund. For these services, the Administrator is paid an asset based fee, subject to certain minimums, which will vary depending on the average daily net assets of the Fund. For the period ended April 30, 2025, the Fund incurred $53,862 for these services.

 

The Trust and the Distributor are parties to a Distribution Agreement. The Distributor receives no fees under the agreement.

 

Brown Brothers Harriman & Co. 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.

 

Brown Brothers Harriman & Co. serves as the transfer agent and dividend disbursing agent for the Fund under a transfer agency agreement with the Trust.

 

5. Investment Advisory Agreement & Investment Sub-Advisory Agreement:

 

Under the terms of an investment advisory agreement, the Adviser provides investment advisory services to the Fund at a fee calculated at an annual rate of 0.85% of the Fund's average daily net assets.

 

The Adviser has contractually agreed to waive fees and/or to reimburse expenses to the extent necessary to keep total annual Fund operating expenses (excluding any class-specific expenses, interest, taxes, brokerage commissions and other costs and expenses relating to the securities that are purchased and sold by the Fund, dividend and interest expenses on securities sold short, acquired fund fees and expenses, fees and expenses incurred in connection with tax reclaim recovery services, other expenditures which are capitalized in accordance with U.S. GAAP, and non-routine expenses (collectively, "excluded expenses")) from exceeding 1.20% of the Fund's average daily net assets until February 28, 2026 (the "contractual expense limit").

 

The Adviser may receive from the Fund the difference between the total annual Fund operating expenses (not including excluded expenses) and the contractual expense limit to recoup all or a portion of its prior fee waivers or expense reimbursements made during the three-year period preceding the date of the recoupment if at any point total annual Fund operating expenses (not including excluded expenses) are below the contractual expense limit (i) at the time of the fee waiver and/or expense reimbursement and (ii) at the time of the recoupment. This agreement will terminate automatically upon the termination of the Fund's investment advisory agreement and 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, 2026. Refer to waiver of investment advisory fees on the Statement of Operations for fees waived for the period ended April 30, 2025.

11 

 

THE ADVISORS’ INNER CIRCLE FUND II

PMV

ADAPTIVE RISK PARITY ETF

APRIL 30, 2025

(Unaudited) 

 

At April 30, 2025, the amount the Adviser may seek as reimbursement of previously waived fees and reimbursed expenses is as follows:

 

Period Waived    

Subject to Repayment

until October 31:

    Total  
12/21/22 – 10/31/23     2026     $ 195,610  
11/01/23 – 10/31/24     2027       195,205  
11/01/24 – 04/30/25     2028       96,875  

 

At April 30, 2025, there were no waivers that were recouped for the period.

 

The Adviser and the Sub-Adviser have entered into an investment sub-advisory agreement with respect to the Fund (the “Sub-Advisory Agreement”). Pursuant to a Sub-Advisory Agreement, the Sub-Adviser is responsible for trading portfolio securities for the Fund, including selecting broker-dealers to execute purchase and sale transactions, pre- and post-trade compliance, and monitoring of Fund trading activity, subject to the supervision of the Adviser and the Board.

 

For its services, the Sub-Adviser is entitled to a fee from the Adviser, which fee is calculated daily and paid monthly, at an annual rate of 0.045% based on the average daily net assets of the Fund for assets up to $250 million, 0.04% based on the average daily net assets of the Fund for assets between $250 million and $500 million, and 0.035% based on the average daily net assets of the Fund for assets in excess of $500 million, subject to a minimum annual fee of $30,000.

 

6. Investment Transactions:

 

For the period ended April 30, 2025, the purchases and sales of investment in securities, excluding in-kind transactions, long-term U.S. Government and short-term securities were:

 

Purchases     Sales and Maturities  
$ 28,014,807     $ 30,203,005  

 

There were no purchases or sales of the long-term U.S. Government securities by the Fund.

 

For the period ended April 30, 2025, in-kind transactions associated with creations and redemptions were:

 

Purchases     Sales    

Net Realized Gain

 
$ 21,251,769     $ 8,345,761     $ 844,487  

 

7. Federal Tax Information:

 

The amount and character of income and capital gain distributions to be paid, if any, are determined in accordance with Federal income tax regulations, which may differ from U.S. GAAP. As a result, net investment income (loss) and net realized gain (loss) on investment transactions for a reporting period may differ significantly from distributions during the period. The book/tax differences may be temporary or permanent. To the extent these differences are permanent in nature, they are charged or credited to paid-in capital, or distributable earnings (accumulated losses), as appropriate, in the period that the differences arise.

 

 12

 

THE ADVISORS’ INNER CIRCLE FUND II

PMV

ADAPTIVE RISK PARITY ETF

APRIL 30, 2025

(Unaudited) 

 

At October 31, 2024, the Fund reclassified the following permanent amount between paid-in capital and distributable earnings (accumulated losses), the reclassification is primarily related to in-kind redemptions, gains/losses on passive foreign investment companies and payment of excise tax:

 

Total Distributable Earnings

    Paid-in Capital  
$ (1,584,829 )   $ 1,584,829  

 

These reclassifications had no impact on the net assets or net values of the Fund.

 

The tax character of dividends and distributions paid during the year ended October 31, 2024 and period ended October 31, 2023 are as follows:

 

     

Ordinary Income

    Total  
2024     $ 604,350     $ 604,350  
2023       11,234       11,234  

 

As of October 31, 2024, the components of Distributable Earnings (Accumulated Losses) on a tax basis were as follows:

 

Undistributed Ordinary Income   $ 1,408,236  
Capital Loss Carryforwards     (427,916 )
Unrealized Appreciation     541,596  
Other Temporary Differences     1  
Total Distributable Earnings   $ 1,521,917  

 

The Fund is permitted to carry forward capital losses indefinitely and such losses will retain their character as either short-term or long-term. As of October 31, 2024, the Fund had capital loss carryforwards as follows:

 

Short-Term Loss     Long-Term Loss     Total  
$ 427,916     $     $ 427,916  

 

During the year ended October 31, 2024, the Fund utilized $141,898 of short-term capital loss carryforwards to offset capital gains.

 

For Federal income tax purposes, the difference between Federal tax cost and book cost primarily relates to wash sale and PFICs transactions.

 13

 

THE ADVISORS’ INNER CIRCLE FUND II

PMV

ADAPTIVE RISK PARITY ETF

APRIL 30, 2025

(Unaudited) 

 

The federal tax cost and aggregate gross unrealized appreciation and depreciation on investments held by the Fund at April 30, 2025, were as follows:

 

Federal Tax Cost    

Aggregate Gross

Unrealized

Appreciation

   

Aggregate Gross

Unrealized

Depreciation

   

Net Unrealized

Appreciation

 
$ 37,976,695     $ 2,108,344     $ (632,512 )   $ 1,475,832  

 

8. Concentration of Risks:

 

As with all exchange-traded fund (“ETF”), there is no guarantee that the Fund will achieve its investment objective. You could lose money by investing in the Fund. The principal risk factors affecting shareholders’ investments in the Fund are set forth below.

 

ETF RISKS — The Fund is an ETF and, as a result of this structure, it is exposed to the following risks:

 

TRADING RISK — Shares of the Fund may trade on NYSE Arca, Inc. (the “Exchange”) above or below their net asset value (“NAV”). The NAV of shares of the Fund will fluctuate with changes in the market value of the Fund’s holdings. In stressed market conditions, the market for Fund shares may become less liquid in response to deteriorating liquidity in the markets for the Fund’s underling holdings, which may cause a variance in the market price of the Fund shares and their underlying value. In addition, although the Fund’s shares are currently listed on the Exchange, there can be no assurance that an active trading market for shares will develop or be maintained. Trading in Fund shares may be halted due to market conditions or for reasons that, in the view of the Exchange, make trading in shares of the Fund inadvisable.

 

LIMITED AUTHORIZED PARTICIPANTS, MARKET MAKERS AND LIQUIDITY PROVIDERS RISK — Because the Fund is an ETF, only a limited number of institutional investors (known as “Authorized Participants”) are authorized to purchase and redeem shares directly from the Fund. In addition, there may be a limited number of market makers and/or liquidity providers in the market place. To the extent either of the following events occur, Fund shares may trade at a material discount to NAV and possibly face delisting if: (i) Authorized Participants exit the business or otherwise become unable to process creation and/or redemption orders and no other Authorized Participants step forward to perform these services, or (ii) market makers and/or liquidity providers exit the business or significantly reduce their business activities and no other entities step forward to perform their functions.

 

ASSET ALLOCATION RISK — The Fund is subject to asset allocation risk, which is the risk that the selection of the exchange traded products (“ETP”) and direct investments in which it invests and the allocation of the Fund’s assets among the various asset classes and market segments will cause the Fund to underperform other funds with a similar investment objective. The value of an investment in the Fund is based primarily on the prices of the ETPs and direct investments in which the Fund invests. The price of each ETP is based on the value of its assets. The ability of the Fund to meet its investment objective is directly related to its asset allocation among the ETPs and its direct investments and the ability of the ETPs to meet their investment objectives and for the direct investments to perform positively. If the Adviser’s asset allocation strategy does not work as intended, the Fund may not achieve its objective.

 14

 

THE ADVISORS’ INNER CIRCLE FUND II

PMV

ADAPTIVE RISK PARITY ETF

APRIL 30, 2025

(Unaudited) 

 

INVESTING IN ETPs RISK — The risks of owning interests of an ETP, such as an ETF or exchange-traded commodity pool, generally reflect the same risks as owning the underlying securities or other instruments that the ETP is designed to track. The shares of certain ETPs may trade at a premium or discount to their intrinsic value (i.e., the market value may differ from the net asset value (NAV) of an ETP's shares).For example, supply and demand for shares of an ETF or market disruptions may cause the market price of the ETF to deviate from the value of the ETF's investments, which may be emphasized in less liquid markets. The value of an Exchange Traded Note (“ETN”) may also differ from the valuation of its reference market or instrument due to changes in the issuer's credit rating. By investing in an ETP, the Fund indirectly bears the proportionate share of any fees and expenses of the ETP in addition to the fees and expenses that the Fund and its shareholders directly bear in connection with the Fund's operations. Additionally, the ETPs in which the Fund invests may exit the marketplace or no longer be available for purchase on an exchange and no appropriate substitute may exist, reducing the Adviser’s ability to obtain its desired exposures. Because certain ETPs may have a significant portion of their assets exposed directly or indirectly to commodities or commodity-linked securities, developments affecting commodities may have a disproportionate impact on such ETPs and may subject the ETPs to greater volatility than investments in traditional securities. The Fund is exposed indirectly to the following risks because of its investments in ETPs.

 

EQUITY MARKET RISK — The risk that stock prices will fall over short or extended periods of time, sometimes rapidly and unpredictably. The value of equity securities will fluctuate in response to factors affecting a particular company, as well as broader market and economic conditions. Broad movements in financial markets may adversely affect the price of the Fund’s investments, regardless of how well the companies in which the Fund invests perform. In addition, the impact of any epidemic, pandemic or natural disaster, or widespread fear that such events may occur, could negatively affect the global economy, as well as the economies of individual countries, the financial performance of individual companies and sectors, and the markets in general in significant and unforeseen ways. Any such impact could adversely affect the prices and liquidity of the securities and other instruments in which the Fund is exposed, which in turn could negatively impact the Fund’s performance and cause losses on your investment in the Fund.

 15

 

THE ADVISORS’ INNER CIRCLE FUND II

PMV

ADAPTIVE RISK PARITY ETF

APRIL 30, 2025

(Unaudited) 

 

FOREIGN SECURITIES RISK — Investing in foreign companies poses additional risks since political and economic events unique to a country or region will affect those markets and their issuers. These risks will not necessarily affect the U.S. economy or similar issuers located in the United States. Securities of foreign companies may not be registered with the U.S. Securities and Exchange Commission (the “SEC”) and foreign companies are generally not subject to the same level of regulatory controls imposed on U.S. issuers and, as a consequence, there is generally less publicly available information about foreign securities than is available about domestic securities. Income from foreign securities owned by the Fund may be reduced by a withholding tax at the source. This withholding tax would reduce income received from the securities comprising the Fund’s portfolio. Foreign securities may also be more difficult to value than securities of U.S. issuers and foreign markets and securities may be less liquid. In addition, periodic U.S. Government restrictions on investments in issuers from certain foreign countries may (i) require an ETP to sell such investments at inopportune times or (ii) prohibit an ETP from selling such investments resulting in a deviation from the ETP’s investment objective, which could result in losses.

 

EMERGING MARKETS RISK — Investments in emerging markets securities are considered speculative and subject to heightened risks in addition to the general risks of investing in foreign securities. Unlike more established markets, emerging markets may have governments that are less stable, markets that are less liquid and economies that are less developed. In addition, the securities markets of emerging market countries may consist of companies with smaller market capitalizations and may suffer periods of relative illiquidity; significant price volatility; restrictions on foreign investment; and possible restrictions on repatriation of investment income and capital. Furthermore, foreign investors may be required to register the proceeds of sales, and future economic or political crises could lead to price controls, forced mergers, expropriation or confiscatory taxation, seizure, nationalization or creation of government monopolies.

 

FIXED INCOME SECURITIES RISK — The prices of fixed income securities respond to economic developments, particularly interest rate changes, as well as to perceptions about the creditworthiness of individual issuers, including governments. Generally, fixed income securities will decrease in value if interest rates rise and vice versa. The volatility of lower-rated securities is even greater than that of higher-rated securities. Interest rate risk is generally greater for fixed income securities with longer maturities or duration.

 

COMMODITIES RISK — Commodities include, among other things, energy products, agricultural products, industrial metals and precious metals. To the extent that the Fund gains exposure to the commodities markets, such exposure may subject the Fund to greater volatility than investments in traditional securities. The value of commodity-linked investments may be affected by changes in overall market movements, commodity index volatility, changes in interest rates, or sectors affecting a particular industry or commodity, such as drought, floods, weather, embargoes, tariffs and international economic, political and regulatory developments. The prices of certain commodities may fluctuate widely due to factors such as changes in value, supply and demand and governmental regulatory policies.

 16

 

THE ADVISORS’ INNER CIRCLE FUND II

PMV

ADAPTIVE RISK PARITY ETF

APRIL 30, 2025

(Unaudited) 

 

GOLD RISK — Price movements in gold may fluctuate quickly and dramatically, have a historically low correlation with the returns of the stock and bond markets, and may not correlate to price movements in other asset classes. Some factors that impact the price of gold include, but are not limited to, overall market movements, changes in interest rates, changes in the global supply and demand for gold, the quantity of gold imports and exports, factors that impact gold production, such as drought, floods and weather conditions, technological advances in the processing and mining of gold, an increase in the hedging of precious metals, such as gold, and changes in economic and/or political conditions, including regulatory developments.

 

LARGE CAPITALIZATION COMPANIES RISK — The risk that larger, more established companies may be unable to respond quickly to new competitive challenges such as changes in technology and consumer tastes. Larger companies also may not be able to attain the high growth rates of successful smaller companies.

 

U.S. GOVERNMENT SECURITIES RISK — Although U.S. Government securities are considered to be among the safest investments, they are not guaranteed against price movements due to changing interest rates. Obligations issued by some U.S. Government agencies are backed by the U.S. Treasury, while others are backed solely by the ability of the agency to borrow from the U.S. Treasury or by the agency’s own resources.

 

CREDIT RISK — The risk that the issuer of a security or the counterparty to a contract will default or otherwise become unable to honor a financial obligation.

 

INTEREST RATE RISK — The risk that a change in interest rates will cause a fall in the value of fixed income securities, including U.S. Government securities, in which the Fund invests. Generally, the value of the Fund’s fixed income securities will vary inversely with the direction of prevailing interest rates. Changing interest rates may have unpredictable effects on the markets and may affect the value and liquidity of instruments held by the Fund. Although U.S. Government securities are considered to be among the safest investments, they are not guaranteed against price movements due to changing interest rates. Interest rate risk may be heightened for investments in emerging market countries.

 

CURRENCY RISK — As a result of an ETP’s investments in securities or other investments denominated in, and/or receiving revenues in, foreign currencies, the ETP will be subject to currency risk. Currency risk is the risk that foreign currencies will decline in value relative to the U.S. dollar, resulting in the dollar value of an investment in the Fund being adversely affected. Currency exchange rates may fluctuate in response to, among other things, changes in interest rates, intervention (or failure to intervene) by U.S. or foreign governments, central banks or supranational entities, or by the imposition of currency controls or other political developments in the United States or abroad. Additionally, there is a risk that the U.S. dollar may depreciate relative to a basket of foreign currencies when the Fund has long directional exposure to the U.S. dollar.

 17

 

THE ADVISORS’ INNER CIRCLE FUND II

PMV

ADAPTIVE RISK PARITY ETF

APRIL 30, 2025

(Unaudited) 

 

MOMENTUM RISK — A momentum style of investing may emphasize investing in securities that have had better recent performance compared to other securities. Securities exhibiting marked recent outperformance may be more volatile than securities across the broader market, and momentum may be an indicator that a security’s price is peaking. Momentum can turn quickly and cause significant variation from other types of investments. To the extent it has exposure to momentum strategies, the Fund may experience significant losses if momentum stops, reverses or otherwise behaves differently than predicted.

 

TAX RISK — Income from certain ETPs that invest in commodities and other non-security based asset classes, as well as direct investments in such alternative asset classes, may not be considered qualifying income for purposes of the qualifying income test that must be met by the Fund in order to qualify as a regulated investment company (“RIC”) under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”). The Fund will seek to restrict its income from direct investments in such alternative investments that do not generate qualifying income to a maximum of 10% of its gross income (when combined with its other investments that produce non-qualifying income) to comply with certain qualifying income tests necessary for the Fund to qualify as a RIC under the Code. However, there is no guarantee that the Fund will be successful in this regard. If the Fund fails to qualify as a RIC and to avail itself of certain relief provisions, it would be subject to tax at the regular corporate rate without any deduction for distributions to shareholders, and its distributions would generally be taxable as dividends. Please see the Fund’s Statement of Additional Information (the “SAI”) for a more detailed discussion, including the availability of certain relief provisions for certain failures by the Fund to qualify as a RIC. The tax treatment of certain commodity investments and other non-security based instruments may be affected by future regulatory or legislative changes that could affect the character, timing and/or amount of the Fund’s taxable income or gains and distributions. The Fund’s pursuit of its investment objective will potentially be limited by the Fund’s intention to qualify for treatment as a RIC. The Fund can make certain investments, the treatment of which is unclear under the Code and could adversely affect the Fund’s ability to qualify as a RIC.

 

LARGE PURCHASE AND REDEMPTION RISK — Large purchases or redemptions of the Fund’s shares may force the Fund to purchase or sell securities at times when it would not otherwise do so, and may cause the Fund’s portfolio turnover rate and transaction costs to rise, which may negatively affect the Fund’s performance and have adverse tax consequences for Fund shareholders.

 18

 

THE ADVISORS’ INNER CIRCLE FUND II

PMV

ADAPTIVE RISK PARITY ETF

APRIL 30, 2025

(Unaudited) 

 

QUANTITATIVE INVESTING RISK — Funds that are managed according to a quantitative model can perform differently from the market as a whole based on the inputs used in the model (e.g., asset correlation, standard deviation, and market price return), the weight placed on each input, and changes from the inputs’ historical trends. Due to the significant role technology plays in a quantitative model, use of a quantitative model carries the risk of potential issues with the design, coding, implementation or maintenance of the computer programs, data and/or other technology used in the quantitative model. These issues could negatively impact investment returns.

 

MANAGEMENT RISK — As an actively-managed ETF, the Fund is subject to management risk. The ability of the Adviser to successfully implement the Fund’s investment strategies will significantly influence the Fund’s performance. The success of the Fund will depend in part upon the skill and expertise of certain key personnel of the Adviser, and there can be no assurance that any such personnel will continue to be associated with the Adviser.

 

OPERATIONAL RISK — The Fund, the Adviser, the Sub-Adviser and each of their service providers may experience disruptions that arise from human error, processing and communications errors, counterparty or third-party errors, technology, or systems failures, any of which may have an adverse impact on the Fund.

 

PORTFOLIO TURNOVER RISK — Due to its investment strategy, the Fund may buy and sell securities frequently. This may result in higher transaction costs and additional capital gains tax liabilities, which may affect the Fund’s performance.

 

9. Other:

 

At April 30, 2025, all shares issued by the Fund were in Creation Unit aggregations to Authorized Participants through primary market transactions (e.g., transactions directly with the Fund). However, the individual shares that make up those Creation Units are traded on the Exchange (e.g., secondary market transactions). Some of those individual shares have been bought and sold by persons that are not Authorized Participants. Each Authorized Participant has entered into an agreement with the Fund’s Distributor.

 

10. Indemnifications:

 

In the normal course of business, the Fund enters into contracts that provide general indemnifications. The Fund’s maximum exposure under these arrangements is dependent on future claims that may be made against the Fund and, therefore, cannot be estimated; however, based on experience, the risk of loss from such claims is considered remote.

 19

 

THE ADVISORS’ INNER CIRCLE FUND II

PMV

ADAPTIVE RISK PARITY ETF

APRIL 30, 2025

(Unaudited) 

 

11. Recent Accounting Pronouncement:

 

In this reporting period, the Fund adopted FASB Accounting Standards Update 2023-07, Segment Reporting (Topic 280) - Improvements to Reportable Segment Disclosures ("ASU 2023-07"). Adoption of the new standard impacted financial statement disclosures only and did not affect the Fund's financial position or the results of its operations. An operating segment is defined in Topic 280 as a component of a public entity that engages in business activities from which it may recognize revenues and incur expenses, has operating results that are regularly reviewed by the public entity's chief operating decision maker (CODM) to make decisions about resources to be allocated to the segment and assess its performance, and has discrete financial information available. The management of the Fund's Adviser acts as the Fund's CODM. The Fund represents a single operating segment, as the CODM monitors the operating results of the Fund as a whole and the Fund's long-term strategic asset allocation is pre-determined in accordance with the Fund’s single investment objective which is executed by the Fund's portfolio managers. The financial information in the form of the Fund's schedule of investments, total returns, expense ratios and changes in net assets (i.e., changes in net assets resulting from operations, subscriptions and redemptions), which are used by the CODM to assess the segment's performance versus the Fund's comparative benchmarks and to make resource allocation decisions for the Fund's single segment, is consistent with that presented within the Fund's financial statements. Segment assets are reflected on the accompanying Statement of Assets and Liabilities as "total assets" and significant segment expenses are listed on the accompanying Statement of Operations.

 

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.

 20

 

THE ADVISORS’ INNER CIRCLE FUND II

PMV

ADAPTIVE RISK PARITY ETF

APRIL 30, 2025

(Unaudited) 

 

OTHER INFORMATION (FORM N-CSRS ITEMS 8-11)

 

Item 8. Changes in and Disagreements with Accountants for Open-End Management Investment Companies.

 

Not applicable.

 

Item 9. Proxy Disclosures for Open-End Management Investment Companies.

 

There were no matters submitted to a vote of shareholders during the period covered by this report.

 

Item 10. Remuneration Paid to Directors, Officers, and Others of Open-End Management Investment Companies.

 

No remuneration was paid by the company during the period covered by the report to any Officers of the Trust, other than as disclosed as part of the financial statements included above in Item 7.

 

Item 11. Statement Regarding Basis for Approval of Investment Advisory Contract.

 

Pursuant to Section 15 of the Investment Company Act of 1940 (the “1940 Act”), the Fund’s advisory and sub-advisory agreements (the “Agreements”) must be renewed at least annually after their initial two-year term: (i) by the vote of the Board of Trustees (the “Board” or the “Trustees”) of The Advisors’ Inner Circle Fund II (the “Trust”) or by a vote of a majority of the shareholders of the Fund; and (ii) by the vote of a majority of the Trustees who are not parties to the Agreements or “interested persons” of any party thereto, as defined in the 1940 Act (the “Independent Trustees”), cast in person at a meeting called for the purpose of voting on such renewal.

 

A Board meeting was held on November 19–20, 2024 to decide whether to renew the Agreements for additional one-year terms. In preparation for the meeting, the Trustees requested that the Adviser and the Sub-Adviser furnish information necessary to evaluate the terms of the Agreements. Prior to the meeting, the Independent Trustees of the Fund met to review and discuss the information provided and submitted a request for additional information to the Adviser and the Sub-Adviser, and information was provided in response to this request. The Trustees used this information, as well as other information that the Adviser, the Sub-Adviser and other service providers of the Fund presented or submitted to the Board at the meeting and other meetings held during the prior year, to help them decide whether to renew the Agreements for an additional year.

 

Specifically, the Board requested and received written materials from the Adviser, the Sub-Adviser and other service providers of the Fund regarding: (i) the nature, extent and quality of the Adviser’s and the Sub-Adviser’s services; (ii) the Adviser’s and the Sub-Adviser’s investment management personnel; (iii) the Adviser’s and the Sub-Adviser’s operations and financial condition; (iv) the Adviser’s and the Sub-Adviser’s brokerage practices (including any soft dollar arrangements) and investment strategies; (v) the Fund’s advisory fee paid to the Adviser and the Sub-Adviser and the Fund’s overall fees and operating expenses; (vi) the level of the Adviser’s and the Sub-Adviser’s profitability from their relationships with the Fund, including both direct and indirect benefits accruing to the Adviser and the Sub-Adviser and their affiliates; (vii) the Adviser’s and the Sub-Adviser’s potential economies of scale; (viii) the Adviser’s and the Sub-Adviser’s compliance programs, including a description of material compliance matters and material compliance violations; (ix) the Adviser’s and the Sub-Adviser’s policies on and compliance procedures for personal securities transactions; and (x) the Fund’s performance compared with the Fund’s benchmark index.

 21

 

THE ADVISORS’ INNER CIRCLE FUND II

PMV

ADAPTIVE RISK PARITY ETF

APRIL 30, 2025

(Unaudited) 

 

Representatives from the Adviser and the Sub-Adviser, along with other Fund service providers, presented additional information and participated in question and answer sessions at the Board meeting to help the Trustees evaluate the Adviser’s and the Sub-Adviser’s services, fees and other aspects of the Agreements. The Independent Trustees received advice from independent counsel and met in executive sessions outside the presence of Fund management, the Adviser and the Sub-Adviser.

 

At the Board meeting, the Trustees, including all of the Independent Trustees, based on their evaluation of the information provided by the Adviser, the Sub-Adviser and other service providers of the Fund, renewed the Agreements. In considering the renewal of the Agreements, the Board considered various factors that they determined were relevant, including: (i) the nature, extent and quality of the services provided by the Adviser and the Sub-Adviser; (ii) the investment performance of the Fund and the Adviser and the Sub-Adviser; (iii) the costs of the services provided and profits realized by the Adviser and the Sub-Adviser from their relationships with the Fund, including both direct and indirect benefits accruing to the Adviser and the Sub-Adviser and their affiliates; (iv) the extent to which economies of scale are being realized by the Adviser and the Sub-Adviser; and (v) whether fee levels reflect such economies of scale for the benefit of Fund investors, as discussed in further detail below.

 

Nature, Extent and Quality of Services Provided by the Adviser and the Sub-Adviser

 

In considering the nature, extent and quality of the services provided by the Adviser and the Sub-Adviser, the Board reviewed the portfolio management services provided by the Adviser and the Sub-Adviser to the Fund, including the quality and continuity of the Adviser’s and the Sub-Adviser’s portfolio management personnel, the resources of the Adviser and the Sub-Adviser, and the Adviser’s and the Sub-Adviser’s compliance histories and compliance programs. The Trustees reviewed the terms of the Agreements. The Trustees also reviewed the Adviser’s and the Sub-Adviser’s investment and risk management approaches for the Fund. The Trustees considered that the Adviser supervises  and monitors the performance of the Sub-Adviser. The most recent investment adviser registration forms (“Form ADV”) for the Adviser and the Sub-Adviser were available to the Board, as were the responses of the Adviser and the Sub-Adviser to a detailed series of questions which included, among other things, information about the investment advisory services provided by the Adviser and the Sub-Adviser to the Fund.

 22

 

THE ADVISORS’ INNER CIRCLE FUND II

PMV

ADAPTIVE RISK PARITY ETF

APRIL 30, 2025

(Unaudited) 

 

The Trustees also considered other services provided to the Fund by the Adviser and the Sub-Adviser such as selecting broker-dealers for executing portfolio transactions, monitoring adherence to the Fund’s investment restrictions, and monitoring compliance with various Fund policies and procedures and with applicable securities laws and regulations. Based on the factors above, as well as those discussed below, the Board concluded, within the context of its full deliberations, that the nature, extent and quality of the services provided to the Fund by the Adviser and the Sub-Adviser were sufficient to support renewal of the Agreements.

 

Investment Performance of the Fund, the Adviser and the Sub-Adviser

 

The Board was provided with regular reports regarding the Fund’s performance over various time periods. The Trustees also reviewed reports prepared by the Fund’s administrator comparing the Fund’s performance to its benchmark index over various periods of time. Representatives from the Adviser and the Sub-Adviser provided information regarding and led discussions of factors impacting the performance of the Fund, outlining current market conditions and explaining their expectations and strategies for the future. The Trustees determined that the Fund’s performance was satisfactory, or, where the Fund’s performance was materially below its benchmark or peer group, the Trustees were satisfied by the reasons for the underperformance and/or the steps taken by the Adviser and the Sub-Adviser in an effort to improve the performance of the Fund. Based on this information, the Board concluded, within the context of its full deliberations, that the investment results that the Adviser and the Sub-Adviser had been able to achieve for the Fund were sufficient to support renewal of the Agreements.

 

Costs of Advisory Services, Profitability and Economies of Scale

 

In considering the advisory fee payable by the Fund to the Adviser, as well as the fee payable by the Adviser to the Sub-Adviser, the Trustees reviewed, among other things, a report of the advisory fee paid to the Adviser and the Sub-Adviser. The Trustees also received, and considered, representations from the Adviser and the Sub-Adviser about their services and their assessment about the appropriateness of the advisory fee. The Trustees also considered that the Adviser, not the Fund, paid the Sub-Adviser pursuant to the sub-advisory agreements and that the fees payable to the Sub-Adviser reflected an arms-length negotiation between the Adviser and the Sub-Adviser. The Trustees evaluated both the fee under the sub-advisory agreement and the portion of the fee under the advisory agreement retained by the Adviser. The Board concluded, within the context of its full deliberations, that the advisory fee was reasonable in light of the nature and quality of the services rendered by the Adviser and the Sub-Adviser.

 23

 

THE ADVISORS’ INNER CIRCLE FUND II

PMV

ADAPTIVE RISK PARITY ETF

APRIL 30, 2025

(Unaudited) 

 

The Trustees reviewed the costs of services provided by and the profits realized by the Adviser and the Sub-Adviser from their relationship with the Fund, including both direct benefits and indirect benefits, such as research and brokerage services received under soft dollar arrangements, accruing to the Adviser and the Sub-Adviser and their affiliates. The Trustees considered how the Adviser’s and the Sub-Adviser’s profitability was affected by factors such as their organizational structures and methods for allocating expenses. The Trustees concluded that the profit margins of the Adviser and the Sub-Adviser with respect to the management of the Fund were not unreasonable. The Board also considered the Adviser’s and the Sub-Adviser’s commitment to managing the Fund and the Adviser’s willingness to continue its expense limitation and fee waiver arrangement with the Fund.

 

The Trustees considered the Adviser’s and Sub-Adviser’s views relating to economies of scale in connection with the Fund as Fund assets grow and the extent to which the benefits of any such economies of scale are shared with the Fund and Fund shareholders. The Board considered the existence of any economies of scale and whether those were passed along to the Fund’s shareholders through a graduated advisory fee schedule or other means, including fee waivers. The Trustees recognized that economies of scale are difficult to identify and quantify and are rarely identifiable on a fund-by-fund basis. Based on this evaluation, the Board concluded that the advisory fee was reasonable in light of the information that was provided to the Trustees by the Adviser and the Sub-Adviser with respect to economies of scale.

 

Renewal of the Agreements

 

Based on the Board’s deliberations and its evaluation of the information described above and other factors and information it believed relevant in the exercise of its reasonable business judgment, the Board, including all of the Independent Trustees, with the assistance of Fund counsel and Independent Trustees’ counsel, unanimously concluded that the terms of the Agreements, including the fees payable thereunder, were fair and reasonable and agreed to renew the Agreements for another year. In its deliberations, the Board did not identify any absence of information as material to its decision, or any particular factor (or conclusion with respect thereto) or single piece of information that was all-important, controlling or determinative of its decision, but considered all of the factors together, and each Trustee may have attributed different weights to the various factors (and conclusions with respect thereto) and information.

 24

 

NOTES 

 

 

PMV ADAPTIVE RISK PARITY ETF

c/o SEI Investments Distribution Co.

One Freedom Valley Drive

Oaks, Pennsylvania 19456
888-495-9115

 

Investment Adviser:

PMV Capital Advisers, LLC

15660 Dallas Parkway, Suite 1250

Dallas, Texas 75248

 

Investment Sub-Adviser:

Vident Asset Management

1125 Sanctuary Pkwy., Suite 515 

Alpharetta, Georgia 30009

 

Distributor:

SEI Investments Distribution Co.

One Freedom Valley Drive

Oaks, Pennsylvania 19456

 

Administrator:

SEI Investments Global Funds Services

One Freedom Valley Drive

Oaks, Pennsylvania 19456

 

Legal Counsel:

Morgan, Lewis & Bockius LLP

2222 Market Street

Philadelphia, Pennsylvania 19103

 

Independent Registered Public Accounting Firm:

PricewaterhouseCoopers LLP

Two Commerce Square, Suite 1800

2001 Market Street

Philadelphia, Pennsylvania 19103

 

This information must be preceded or accompanied by a current prospectus for the Fund described.

 

PMV-SA-001-0300

 

 

 

 

Item 8. Changes in and Disagreements with Accountants for Open-End Management Investment Companies.

 

Included under Item 7.

 

Item 9. Proxy Disclosures for Open-End Management Investment Companies.

 

Included under Item 7.

 

Item 10. Remuneration Paid to Directors, Officers, and Others of Open-End Management Investment Companies.

 

Included under Item 7.

 

Item 11. Statement Regarding Basis for Approval of Investment Advisory Contract.

 

Included under Item 7.

 

 

 

Item 12. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.

 

Not applicable to open-end management investment companies.

 

Item 13. Portfolio Managers of Closed-End Management Investment Companies.

 

Not applicable to open-end management investment companies.

 

Item 14. Purchases of Equity Securities by Closed-End Management Company and Affiliated Purchasers.

 

Not applicable to open-end management investment companies.

 

Item 15. Submission of Matters to a Vote of Security Holders.

 

There have been no changes to the procedures by which shareholders may recommend nominees to the Registrant’s Board of Trustees during the period covered by this report.

 

Item 16. Controls and Procedures.

 

(a) The Registrant's principal executive and principal financial officers, or persons performing similar functions, have concluded that the Registrant's disclosure controls and procedures, as defined in Rule 30a-3(c) under the Act (17 CFR § 270.30a-3(c)), as of a date within 90 days of the filing date of the report, are effective based on the evaluation of these controls and procedures required by Rule 30a-3(b) under the Act (17 CFR § 270.30a-3(b)) and Rule 13a-15(b) or Rule 15d-15(b) under the Securities Exchange Act of 1934 (17 CFR § 240.13a-15(b) or § 240.15d-15(b)).

 

(b) There has been no change in the Registrant's internal control over financial reporting (as defined in Rule 30a-3(d) under the Act (17 CFR § 270.30a-3(d)) that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, the Registrant's internal control over financial reporting.

 

Item 17. Disclosure of Securities Lending Activities for Closed-End Management Investment Companies.

 

Not applicable to open-end management investment companies.

 

Item 18. Recovery of Erroneously Awarded Compensation.

 

(a) Not applicable.

 

(b) Not applicable.

 

Item 19. Exhibits.

 

(a)(1) Not applicable.

 

(a)(2) Not applicable.

 

(a)(3) A separate certification for the principal executive officer and the principal financial officer of the Registrant, as required by Rule 30a-2(a) under the Act (17 CFR § 270.30a-2(a)), are filed herewith.

 

(a)(4) Not applicable.

 

(a)(5) Not applicable.

 

(b) Officer certifications, as required by Rule 30a-2(b) under the Act (17 CFR § 270.30a-2(b)), also accompany this filing as 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  
  Principal Executive Officer  
     
Date: July 7, 2025    

 

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

 

 

By (Signature and Title) /s/ Michael Beattie  
  Michael Beattie  
  Principal Executive Officer  
     
Date: July 7, 2025    
     
     
By (Signature and Title) /s/ Andrew Metzger  
  Andrew Metzger  
  Principal Financial Officer  
     
Date: July 7, 2025